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.

Consulting and Product Development Agreement

ARTICLE 1 -- PREAMBLE This Consulting and Licensing Agreement (Agreement) is entered into this 1st day of September 2016 (Effective Date) by and between Emerald Health Sciences Inc. (EHS), Emerald Health Nutraceuticals Inc. (EHN), and Michael T. Murray, N.D. (Dr. Murray). This Agreement sets forth a description of those responsibilities of EHS, EHN, and Dr. Murray, of certain rights granted to EHS and EHN, and of certain other terms.

ARTICLE 2 -- RESPONSIBILITIES 2.1 EHS and EHN shall bear all costs associated with the development, inventory, sales, and marketing of any product (Products) which EHS or EHN sells. 2.2 EHS: During any Services Term (defined below), Dr. Murray shall provide the following ongoing services to EHS for the compensation set forth in Article 5: (a) Provide guidance and/or lead initiatives related to the development of pharmaceutical forms of the EHS cannabinoid portfolio including methods to enhance bioavailability or delivery of these compounds. (b) Provide guidance and/or lead initiatives related to the scientific or clinical validation of the pharmaceutical forms of the EHS cannabinoid portfolio. (c) Provide such other services related to the foregoing as EHS may reasonably request from time to time. 2.3 EHN: During any Services Term (defined below), Dr. Murray shall provide the following ongoing services to EHN for the compensation set forth in Article 5: (a) Provide advice and general assistance in EHN's business efforts primarily involving product development, but also including guidance on marketing, sales, and product education. (b) Dr. Murray will act as public and private advocate for EHN at appropriate opportunities, including mutually agreed upon EHN educational events, public relations opportunities, and marketing efforts. (c) Provide such other services related to the foregoing as EHN may reasonably request from time to time.

ARTICLE 3 -- DEFINITION OF SCOPE 3.1 Licensing rights. EHS and EHN agree that they shall not use Dr. Murray's name or likeness on its products or product marketing materials unless specifically approved by Dr. Murray by written acknowledgement including emails and facsimile transmissions of his approval. 3.2 Exclusivity. Dr. Murray shall not directly assist in the development of any product competitive to products developed by EHS or EHN. 3.3 Additional Services. Compensation for any other mutually agreed upon project that is outside the scope of this Agreement will be negotiated and mutually agreed upon by the parties.

ARTICLE 4 -- PROPERTY RIGHTS 4.1 EHS and EHN shall have the exclusive rights in and to all ingredients, product specifications, goodwill, and all other intellectual property rights associated with any Product(s); provided, however, that EHS and EHN shall not have any rights in or to Dr. Murray's name or likeness except as expressly granted in writing herein or via electronic transmission by Dr. Murray. Neither shall Dr. Murray have any rights or interest whatsoever in any intellectual property, trademarks, trade names, service marks, or other names or marks owned or used by EHS.

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ARTICLE 5 -- COMPENSATION 5.1 Payment for Services. EHN will pay Dr. Murray $8,333 per month at the end of each month during the first twelve months that this agreement is in effect. 5.2 Options. Upon execution of this Agreement and on each anniversary date of this Agreement for as long as this Agreement is active, EHS will grant Dr. Murray options to purchase 25,000 shares of EHS common stock at their then fair market value (the Options). The Options will vest immediately on the date of grant. 5.3 Royalty/Commission Payments. Dr. Murray will receive an annual royalty on net sales (defined as gross sales minus returns) for any products (the Dr. Murray Products) developed by Dr. Murray for EHN for as long as the Dr. Murray Products are being sold. The Dr. Murray Products will be listed on Schedule A attached hereto as they are developed and added to product portfolio. During each year of this agreement, Dr. Murray will be paid no later than the 30st day of January based on the cumulative Net Sales of the Dr. Murray Products for the preceding 12 months based upon the following scale:

Net Sales per 12 Months Royalty $2,000,001 to $3,500,000 $150,000 $3,500,001 to $5,000,000 $250,000 $5,000,001 to $10,000,000 $350,000 $10,000,001 to $25,000,000 $500,000 $25,000,001 to $50,000,000 $1,000,000 $50,000,001 to $75,000,000 $1,500,000 $75,000,001 to $100,000,000 $2,000,000 Greater than $100,000,000 $2,500,000

5.4 Ownership in EHN. Upon execution of this agreement, EHN will issue to Dr. Murray sufficient shares to represent a 5% equity ownership in EHN. 5.5 Expenses and Travel. Any pre-approved expenses incurred by Dr. Murray on behalf of EHS or EHN during any Services Term will be reimbursed, including but not limited to travel expenses incurred for air travel, car rental, hotels and meals, subject to prior approval in each case. EHS or EHN agrees to reimburse Dr. Murray for all reasonable expenses (air travel, hotel, car rental, meals, materials, etc.) relating to EHS or EHN directed activities, subject to prior approval in each case. 5.6 Withholdings and Taxes. Dr. Murray shall be responsible for all federal or state withholdings and taxes, and shall indemnify EHS or EHN for any actions brought against EHS or EHN with respect thereto. 5.7 Instructions for Payment. All payments due and payable to Dr. Murray hereunder shall be paid to:

Michael T. Murray, N.D. [intentionally omitted] Or via electronic transfer as directed by Dr. Murray

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5.8. EHS or EHN Benefits. Dr. Murray and Dr. Murray acknowledge and agree and it is the intent of the parties hereto that except as set forth in Section 5, neither Dr. Murray nor any employees or contractors of Dr. Murray receive any EHS-sponsored benefits, either as a consultant or employee. Such benefits include, but are not limited to, paid vacation, sick leave, medical insurance, and 401(k) participation.

ARTICLE 6 - TERM and TERMINATION of AGREEMENT 6.1 Term. This Agreement shall become effective as of the Effective Date and shall remain in effect as follows. (a) Dr. Murray's obligations set out herein shall be performed from the Effective Date until December 31, 2018 (the initial Services Term). The Services Term of this Agreement shall be automatically renewed for successive two-year terms thereafter unless written notice is given by either party to the other, indicating that party's intention not to renew the Services Term of this Agreement, at least ninety (90) days prior to the end of the initial Services Term or any renewed Services Term. (b) Except as otherwise stated herein as pertaining only to a Services Term, this Agreement shall remain in effect for ten years, unless terminated in accordance with Sections 6.1 (a) or 6.2(b). For the avoidance of doubt, it is the intent of the parties that subject to the terms and conditions set forth herein, the royalty payments set out above shall continue in perpetuity for as long as the Dr. Murray Products are being sold. 6.2 Termination EHS or EHN, on the one hand, and Dr. Murray, on the other, may terminate any Services Term of this Agreement by delivering 60 days written notice to the other party. Notwithstanding the foregoing, EHS or EHN may immediately terminate the Services Term without notice should Dr. Murray be in breach of this Agreement. 6.3 Effect of Termination. (a) If a Services Term is terminated or expires but this Agreement is not otherwise terminated in accordance with Section 6.2, all other rights and obligations shall remain in effect following the termination or expiration of the Services Term. These include without limitation Sections 2.1, 3.1, 3.2, 4.1, 5.2, 5.3, 7, 8 and 9. (b) If this Agreement is termination in accordance with Section 6.2 by Dr. Murray, all of the rights and obligations hereunder shall cease and be of no further force or effect, except that Sections 4, 5 (to the extent obligations have accrued prior to termination), 7, 8 and 9 shall survive. (c) If this Agreement is termination in accordance with Section 6.2 by EHS or EHN, all of the rights and obligations hereunder shall cease and be of no further force or effect, except that Sections 2.1, 3.1, 3.2, 4.1, 5.3, 7, 8 and 9 shall survive.

ARTICLE 7 -CONFIDENTIAL INFORMATION Neither EHS, EHN nor Dr. Murray shall disclose to any third parties, except as required by law, at any time during or subsequent to the term of this Agreement, any Confidential Information. Confidential Information: includes proprietary information, technical data, trade secrets or know-how, including, but not limited to, the terms and conditions of this Agreement, research, product plans, products, services, suppliers, customer lists and customers, prices and costs, markets, inventions, technology, formulas, specifications, designs, drawings, marketing, licenses, finances, budgets and other business information. Confidential information does not include information that (i) is or becomes generally known to the public, through no wrongful act of the receiving party; (ii) is lawfully obtained by the receiving party from a third party which has no obligation to maintain the information as confidential; (iii) was known prior to its disclosure to the receiving party without any obligation to keep it confidential as evidenced by tangible records kept by the receiving party

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in the ordinary course of its business; (iv) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (v) is the subject of a written agreement whereby the disclosing party consents to the use or disclosure of such Confidential Information. If the disclosure of any such confidential information by EHS or Dr. Murray to any third party is required in order to carry out the purpose and intent of this Agreement, then EHS and Dr. Murray shall cause such third party to enter into a non-disclosure Agreement with EHS and/or Dr. Murray as a condition to such disclosure.

ARTICLE 8 -- NOTICES All notices, communications, payments or other correspondence required to be given or made under this Agreement shall be in writing and shall be deemed received (a) on the same day if delivered in person, courier service, confirmed e-mail delivery, or facsimile transmission, (b) on the next day if delivered by next day Federal Express, UPS, or other reputable overnight carrier, or (c) within three (3) days if delivered by mail. All notices shall be given to the parties at the following addresses, or such other addresses as may be the subject of a notice given hereunder:

Emerald Health Sciences Inc. Dr. Avtar Dhillon ad@dhillon.com

Emerald Health Nutraceuticals Inc. Dr. Gaetano Morello gm@emerald.life

Michael T. Murray, N.D. 8305 N. Ridgeview Drive Paradise Valley, AZ 85253 (480) 659-6733 Fax (480) 659-6753

ARTICLE 9 - GENERAL LEGAL MATTERS (1) Governing Law, Venue, Amendments and Merger: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Arizona without regard to conflict of law principles, may not be amended except by a writing signed by both parties, and shall supersede any and all prior discussions and writings between the parties concerning the subject matter. The parties hereby unconditionally consent to the federal courts located in Arizona as the venue in any action arising out of or relating to this Agreement.

(2) Waiver: No waiver by either party of a right on any one occasion shall constitute a waiver of such right on another occasion, and all such claimed waivers must be in writing signed by the party against whom the waiver is claimed.

(3) Enforceability of Clauses: If any provision of this Agreement violates any law or is unenforceable for any other reason, it shall be severed from this Agreement without affecting the rest of the Agreement.

(4) Consent Required: Neither party is the agent or franchisee of the other party, and neither party, under any circumstances, may bind the other party to any agreement or obligation to any third person without the written consent of the party being bound.

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In all matters relating to thisAgreement, both parties shall be acting solely as independent contractors and shall be solely responsible for the acts of their respective employees, contractors and agents. Employees, agents and contractors of one party shall not be considered employees, agents or contractors of the other party. Any consent or approval by a party to this Agreement shall be made only by a duly authorized officer of that party.

(5) Warranty of Authority: Each party represents and warrants that it has the full right and authority to enter into this Agreement without violating the rights of any third party or violating any applicable law or court order.

(6) Disputes: The parties shall first attempt to resolve any dispute related to this Agreement in an amicable manner by mediation conducted in Phoenix, Arizona. The mediation shall take place no more than sixty (60) days after written notice from the party requesting such mediation. Any disputes remaining unresolved after mediation shall be settled by binding arbitration conducted in Phoenix, Arizona under the Commercial Arbitration Rules of the American Arbitration Association (AAA). Notwithstanding the foregoing, (i) the AAA shall not mediate or arbitrate the dispute, and the parties shall agree upon a mediator and arbitrator, if necessary, but if the parties cannot agree upon such mediator or arbitrator, Judicial Dispute Resolution of Phoenix, AZ shall select one of its mediators/arbitrators to serve pursuant to this Agreement, and (ii) either party may apply to any court of competent jurisdiction in Maricopa County, Arizona for such equitable, extraordinary or injunctive relief as may be necessary to enforce the respective rights of the parties under this Agreement. The prevailing party in arbitration or litigation shall be entitled to recover its costs and reasonable attorney's fees and expenses, as determined by the arbitrator or judge, as applicable.

(7) Entire Agreement: This Agreement contains the entire agreement of the parties.

(8) Force Majeure: A party shall not be responsible for any failure to timely perform due to a Force Majeure event, which is an event that is beyond the reasonable control of a party and not reasonably foreseeable with the exercise of reasonable care, nor avoidable through the payment of nonmaterial additional sums (nor due the negligence, inattention, misconduct or inexperience of the affected party). In such event, the party affected shall give prompt written notice to the other party of the cause and shall take whatever reasonable steps are necessary to relieve the effect of such cause as rapidly as possible.

(9) Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument.

(10) Electronic Means: Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of providing a printed copy will be deemed to be execution and delivery of this Agreement as of the Effective Date. A confirming copy of the same shall be sent by mail to the above address

(11) Assignment: Dr. Murray has unique qualifications to provide the services contemplated herein, and shall not assign any of its or his rights or obligations to any other person or entity without EHS's written consent, which may be withheld or granted in EHS's discretion.

In witness whereof the parties have caused this Agreement to be executed and delivered by their respective duly authorized representatives as of the Effective Date.

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Source: EMERALD HEALTH BIOCEUTICALS INC., 1-A, 2/18/2020





Dr. Murray Emerald Health Sciences Inc.

/s/Michael T. Murray, N.D By:/s/ Avtar Dhillon Michael T. Murray, N.D

Emerald Health Nutraceuticals Inc. By:/s/Gaetano Morello

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Source: EMERALD HEALTH BIOCEUTICALS INC., 1-A, 2/18/2020
Highlight the parts (if any) of this contract related to Revenue/Profit Sharing that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or services?

Exhibit 10.2   Portions of this Exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange  Commission. The omissions have been indicated by asterisks (*****), and the omitted text has been filed separately with the  Securities and Exchange Commission.      CONTENT LICENSE, MARKETING AND SALES AGREEMENT    This CONTENT LICENSE, MARKETING AND SALES AGREEMENT (the Agreement) is entered into and  effective as of January 15, 2008, (the Effective Date) by and between eFashion Solutions, LLC, a New Jersey limited liability  company having its principal place of business at 80 Enterprise Avenue South, Secaucus, NJ 07094 (EFS) and Playboy.com,  Inc., a Delaware corporation with offices at 680 North Lake Shore Drive, Chicago, IL 60611 (Client, which shall include  affiliates controlling, controlled by or under common control with Playboy.com, Inc.).    WHEREAS, Client is in the business of, inter alia, developing, marketing, promoting, distributing and selling branded and  unbranded merchandise via physical media, worldwide, via mail order catalogs (the Catalogs) where orders are taken via  multiple order channels including online, phone, fax and mail and via the Internet through its PLAYBOY-branded and BUNNY  SHOP-branded e-commerce websites as designated on Exhibit 1 (the Websites) (the Catalogs and Websites shall be  collectively referred to as the Playboy Commerce Business).    WHEREAS, the parties intend that EFS will operate under license from Client the Playboy Commerce Business,  including, but not limited to, the marketing, promotion and distribution of branded, unbranded and co-branded soft and hard  goods which include but are not limited to men's and women's apparel, home, lingerie, men's and women's accessories, jewelry,  books and DVD's and related products (collectively, Merchandise) via the Catalogs and the Websites (including other Micro- Sites (as defined in Section 1.1(d)(vii))).    NOW THEREFORE, in consideration of the promises contained herein, the receipt and sufficiency of which are hereby  acknowledged, the parties hereto each intending to be legally bound, agree as follows:    1. Operation of the Playboy Commerce Business     1.1. Obligations of EFS.    (a) Operations. EFS, at its sole cost and expense, shall be solely responsible for (i) developing, designing,  operating, maintaining and distributing the Catalogs; (ii) developing, designing, operating, maintaining and hosting the Websites; (iii)  except as otherwise set forth in this Agreement, the creation (except for that provided by Client) and use of all content to be  displayed in the Catalogs and on the Websites; and (iv) marketing and promotion of the Playboy Commerce Business. EFS shall  be permitted to display on the bottom of each page of the Websites Powered by eFashionSolutions which shall appear  substantially as set forth in Exhibit 2, attached hereto and hereby incorporated by reference.

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   (b) Fulfillment Services. EFS, at its sole cost and expense or (with respect to pass-through expenses such as  shipping, gift wrapping, etc.) at the consumer's expense, shall be solely responsible for conducting all business activities related to  the Playboy Commerce Business, including, but not limited to the following activities: (i) setting the price consumers will pay for  Merchandise offered through the Catalogs and Websites and for shipping thereof; (ii) processing all Catalog and Website orders  placed by consumers, including, but not limited to, all picking, packing, billing, shipping, gift wrapping and other value-added  services necessary to process orders from order placement to delivery, which shall be performed substantially as set forth in  Exhibit 3, attached hereto and hereby incorporated by reference (collectively, Fulfillment Services); (iii) providing pricing, billing  and financial clearinghouse services in connection with the Playboy Commerce Business; (iv) handling all customer service matters  (provided, however, that Client and EFS shall agree upon a hot transfer process whereby non-e-commerce-related customer  calls will be rerouted); (v) handling all financial transactions related to the Playboy Commerce Business, including, but not limited  to, establishing merchant accounts with a banking institution to be approved by Client; (vi) handling all aspects of procuring  Merchandise to be made available for sale through the Playboy Commerce Business, including, without limitation, all warehouse  and inventory maintenance and control; and (vii) except as otherwise set forth in this Agreement, handling all advertising,  promotion and marketing relating to the Playboy Commerce Business. Client acknowledges that the efficient and cost effective  fulfillment of orders on the Websites will require that third parties that provide Merchandise to EFS under a Playboy license  adhere to certain shipping and packaging guidelines provided by EFS, and which comply with Client's packaging guidelines as set  forth in Exhibit 3. Client agrees to provide reasonable assistance to EFS to enable EFS to have such third parties agree to abide  by the EFS guidelines.    (c) Client Approval. All aspects of the Websites and the Catalogs, including, but not limited to, their look and  feel (including as set forth in Section 1.1(d)(iii) below), use of the Playboy Marks (as defined in Section 7.2), functionality,  models to be used and all Merchandise sold therein, shall be subject to Client's prior written approval, which shall not be  unreasonably withheld. Further, EFS acknowledges that Client reserves the right to change the names of the PlayboyStore and  ShopTheBunny/BunnyShop Catalog and Websites to new Client brands and/or to add names to be used provided that Client  provides EFS with no less than six (6) months prior written notice. In the event that names are changed, except to the extent that  there is an extenuating reason for such name change, EFS shall be permitted to continue to use domain names then in use for  purposes of Micro Sites and/or forwarding domains (i.e., driving traffic to the new names).    (d) Websites    (i) Unless otherwise agreed by the parties and provided that this Agreement is executed not later than  January 15, 2008, EFS agrees that no later than March 1, 2008, both Websites shall launch and be fully operational, with the  exception of the gift wrapping which EFS shall make available as set forth in the time and action calendar (attached hereto as  Exhibit 12 and hereby incorporated by reference) and local billing (pursuant to Section 3.1, below), and EFS shall be ready to  perform all aspects of administration of the Website business, including, but not limited to, all Fulfillment Services. In furtherance of  this launch

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   date, EFS and Client shall perform all activities and deliver all deliverables in accordance with the time and action calendar. Client  acknowledges that if it is unable to perform any obligations within the time period agreed to in the time and action calendar that the  launch of the Websites may be delayed accordingly.    (ii) Client and EFS acknowledge that design and functionality of the Websites consistent with best  practices for e-commerce is critical to ensure the maximum sales performance of the Websites and to maintain the goodwill of  Client's customers. EFS will utilize best industry practices to maintain the shopping areas of the Websites in order to ensure that  such areas feature functionality that is deemed best practice in the e-commerce industry and is updated with all content and brand  imagery necessary to keep the shopping areas of the Websites up-to-date and fresh, in all instances maintaining the high level of  brand integrity of the PLAYBOY brand while focusing on customer experience. From time to time, Client will provide updated  photo and brand elements for purposes of utilization by EFS in Website design.    (iii) In addition to any guidelines provided by Client, EFS shall use and comply with any style guides  provided by Client to ensure consistency among retail channels (e.g., graphics, patterns, colors, logos, etc.), visual brand displays  and seasonal color palettes. EFS shall maintain the shopping areas of the Websites consistent with the style guides (as modified for  e-commerce) to maximize sales, brand appearance and marketability. Client will provide new brand and content assets from time- to-time along with updated style guides in both digital and hard copies, and EFS will update the Websites and future Catalogs  accordingly within a commercially reasonable time following receipt. As of the Effective Date hereof, updated style guides are  provided twice per year. EFS will have not less than six (6) months advance notice of upcoming new style guides.    (iv) EFS will host all content displayed on the Websites on an EFS-hosted server provided by EFS at its  sole cost and expense. EFS may at its election use a reputable third party hosting service to host the Websites; provided,  however, that EFS shall nevertheless be responsible for ensuring the availability of the Websites as set forth in this Agreement.  EFS shall provide as required all updates of content on the Websites, including enhancements, modifications and additions thereto.   (v) EFS agrees to at all times during the Term use its best efforts to market the Websites no less diligently  than it does other online properties managed by EFS on behalf of third parties (including without limitation, maintaining best  practice functionality, search engine optimization tactics, utilizing customer acquisition and retention campaigns, etc.).    (vi) EFS shall take all reasonable measures to ensure the performance of each of the Websites, including,  at a minimum, availability at least ninety-nine and one-half percent (99.5%) of the time per month as averaged over any one (1)  month period, excepting scheduled maintenance or a Force Majeure Event (as defined in Section 14.7).    (vii) Subject to the prior, written approval of Client, which shall not be unreasonably withheld, EFS shall  have the right at its sole cost and expense to design and launch as many micro- and sub-domain websites as EFS deems  appropriate in order to take full

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   advantage of online marketing channels (collectively, Micro Sites); provided, however, that all such Micro Sites shall be  designed and maintained consistent with the terms of this Agreement. At a minimum, EFS agrees to launch a version of the  PlayboyStore.com Website, which does not contain products or content containing nudity, marital aid or massager Merchandise,  within forty-five (45) days following launch of the PlayboyStore.com Website.     (viii) Front-End Platform. In the event that EFS chooses to use the Demandware, Inc. (Demandware)  front-end platform software and services for the Websites, EFS shall enter into a separate agreement directly with Demandware;  provided, however, that the terms of any such agreement must be approved by Client in advance in writing.    (e) Catalogs    (i) EFS agrees that (A) the first issue of each of the Catalogs shall be sent to consumers by March 15,  2008; and (B) no later than March 1, 2008, EFS shall be ready to perform all aspects of administration of the Catalog business,  including, but not limited to, all Fulfillment Services.    (ii) EFS shall provide a copy of each Catalog to Client for review and approval not less than five (5)  business days prior to printing. EFS shall promptly make any changes to the Catalog as may be reasonably requested by Client.  No Catalog shall be sent to printing without the written approval of Client, which shall not be unreasonably withheld.    (f) Models and Photography. EFS agrees that all female models depicted in or in connection with the Playboy  Commerce Business shall be approved by Client and shall be Playmates (or other Playboy models, including, but not limited The  Girls Next Door) as requested by the Client unless otherwise mutually agreed in advance in writing by the parties. In addition,  EFS agrees to shoot major photography in connection with the Playboy Commerce Business in Los Angeles and in coordination  with Client, as requested by Client and in line with current and past practices (taking into account changes in Client's Catalog- related strategy) with respect to process, cost and frequency. EFS shall be responsible for all costs and expenses in connection  with such photography, including, but not limited to, payments to models and photographers, based upon an estimated schedule of  costs attached as Exhibit 4. EFS shall secure model and photographer releases in a form provided by Client and shall provide all  content created under this Section 1.1(f) to Client within thirty (30) days of creation. All such photographs shall be deemed  Playboy Content for purposes of this Agreement, for which EFS shall have a license to use during the Term solely in connection  with the Playboy Commerce Business and as is necessary to promote the Websites. During the Term, Client shall not be  permitted to sell or otherwise provide such photographs to third party retailers (except for those retailers operating under the  PLAYBOY brand) or Licensees (as defined in Section 2.4), without the prior written approval of EFS.     (i) Client shall own all content produced pursuant to Section 1.1(f) (whether or not actually used), and  EFS hereby assigns to Client all right, title and interest, including all rights in copyright, in and to the photographs and materials,  and agrees to cooperate with all reasonable requests by Client, and take all reasonable actions, to effect or perfect such  assignment. EFS hereby provides Client with an irrevocable power of attorney appointing Client as its irrevocable attorney-in-fact  coupled with an interest to execute all such assignments on

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   behalf of EFS in the event that EFS fails to do so within thirty (30) days following written request by Client. Client hereby grants  to EFS a limited and perpetual right and license to use such photographs and materials for research and forecasting purposes,  including, but not limited to, combining the same with reports and analytics concerning the performance of the Websites, providing  information to strategic partners to better define consumer purchasing habits, and for trend forecasting and planning purposes. In  addition, during the Term, EFS may use such photographs and materials to provide information to Client Licensees to better  define consumer purchasing habits, refine the design and performance of the Websites and EFS Portals on which the Merchandise  is sold in connection with any EFS Analysis (as defined below), and for marketing and planning purposes. For the avoidance of  doubt, no information provided to third parties under this Section 1.1(i) shall: (i) specifically or by inference identify or in any way  reference Client; (ii) disclose any proprietary information of Client; or (iii) disclose any personally identifiable information of or  otherwise identify any consumer of the Websites or the Catalogs.     (g) Compliance with Guidelines. EFS shall at all times comply with the provisions and limitations set forth in  Client's editorial and advertising guidelines, which are attached hereto as Exhibit 5 and hereby incorporated by reference, as the  same may be amended from time to time at Client's sole discretion, effective upon fifteen (15) business days prior written notice  to EFS (the Guidelines).    (h) Compliance with Laws. Throughout the Term, EFS shall be solely responsible for knowledge of and  compliance with all applicable international, federal, state and local laws, rules, regulations, ordinances, industry guidelines and  similar restrictions (collectively, Laws) in connection with operation of the Playboy Commerce Business. EFS shall be  responsible for monitoring such Laws and taking any actions necessary to keep compliant all aspects of the Playboy Commerce  Business, including, but not limited to, the Privacy Policy (as defined in Section 5.1(a)), as well as best practices relating to Direct  Marketing Association (DMA) Guidelines (as they relate to the DMA Privacy Promise, pander files, etc.).     (i) Product Placement. At no additional cost to Client, EFS will provide preferential placement in the Catalogs  and/or on the Websites, as requested by Client, for certain Merchandise from time-to-time, e.g. apparel, magazines, books,  DVD's, etc. or marketing campaigns that tie to events and initiatives of Client and its affiliates, consistent with Client's past  practices in the prior placement of such items in the Catalogs and/or on the Websites.    (j) Staffing/Retention of Client Employees. EFS agrees to staff the Playboy Commerce Business sufficiently to  operate and grow the Playboy Commerce Business. An initial organizational chart approved by both parties is attached as Exhibit  6, attached hereto and hereby incorporated by reference. EFS agrees to employ certain individuals who are currently employed  by the Client (names, titles and current salaries are listed in Exhibit 6), the hiring of whom shall be complete no later than March 1,  2008. Client shall coordinate with EFS regarding the termination of these employees and their subsequent hire by EFS. Each of  the hired employees shall be required to comply with all policies and procedures of EFS which are generally applicable to its  employees; provided however that levels of seniority and tenure of hired employees (as they relate to vacation time, etc.) will  carry over to EFS. Client shall have

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   input and approval rights regarding the hiring of key positions in connection with the Playboy Commerce Business, including  replacement personnel, which approval shall not be unreasonably withheld. EFS agrees that ***** primary responsibilities will  continue to be the Playboy Commerce Business.    (k) Keywords. EFS may use Playboy Marks as keyword-targeted advertising on any portal, search engine or  other website; provided, however that such use is directly related to the Merchandise available on the Playboy Commerce  Business or the promotion of the Websites. Any use of Playboy Marks as keywords not directly related to Merchandise shall be  subject to Client's prior written approval.     (l) Service Model Option. Client shall have the right upon not less than six (6) months prior written notice to  request that, at any time as of the third anniversary of the Effective Date, EFS provide its services to Client via a service model,  in which case, upon effective date of transition to a service model, EFS will no longer be a licensee but rather a vendor. In such  transition to a service model, the parties will work in good faith to establish a reasonably equivalent economic benefit for EFS  (adjusting for operational responsibilities and economic risk being transferred to Client). The parties agree that Client will not be  charged a higher fee than what is being made available by EFS to its other Clients for similar services. The terms of such  arrangement will allow for Client to recognize the top-line revenues from the Playboy Commerce Business as well as assume  responsibility for various operations of the business as determined by Client, with the remaining services to be provided by EFS.  In such event, EFS shall provide Client with all best practice services and tools that are provided to EFS' largest clients. The  parties further agree that in the event Client elects to receive services hereunder via the service model, during the transition to the  service model, the operation of the Websites will remain on the EFS core technology platform.     (m) Insurance. EFS shall maintain at all times during the Term of this Agreement insurance as provided below and  shall name Client, its parent company, subsidiaries and affiliated entities and their respective officers, directors, shareholders,  agents and employees as additional insureds to the extent of indemnity provided herein under its liability policies as follows:     (i) Commercial general liability insurance including premises/operations, broad form property damage,  independent contractors, and contractual liability covering EFS' obligations hereunder for bodily injury and property damage, with  a combined single limit of not less than $1,000,000 each occurrence and $6,000,000 umbrella coverage;     (ii) Workers' compensation insurance in statutory amounts covering EFS and its employees; and     (iii) Errors and omissions insurance, and employer's liability insurance in an amount not less than  $1,000,000 per accident/disease.     (iv) All insurance required above shall be carried with insurance companies licensed to do business in the  state(s) where operations are maintained with a rating

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   of no less than A-. EFS shall deliver to Client, upon execution of the Agreement, certificates of insurance as evidence of the  required coverages. EFS agrees that these policies shall not be canceled or materially changed without at least thirty (30) days'  prior written notice to Client. Such notice shall include written confirmation and details of replacement insurance coverages and  other material revisions to the policies, which shall be effective immediately upon any cancellation or material change in EFS'  policies in order that no gap in coverage results.     1.2. Obligations of Client.    (a) Client will provide instructions and specifications for linking to the Licensed Domain Names (as defined in  Section 7.3) from the EFS-hosted server.    (b) Client will provide image and descriptive content, the selection of which shall be at Client' discretion, related  to the Client Inventory (as defined in Section 2.2) as may be in Client's possession, subject to rights availability and the license  grant contained in Section 7.1 (collectively, the Playboy Content), for use by EFS in connection with the Playboy Commerce  Business. Client shall use commercially reasonable efforts to ensure that all digital images provided to EFS conform to the file  format and size requirements specified by EFS. Client will use commercially reasonable efforts to provide EFS with at least six (6)  months notice prior to providing any new brand imagery, brand elements or style guides, and EFS will prepare a time and action  calendar for the updating of respective sections of the Websites and/or Catalogs.    (c) Client shall be solely responsible for the design and maintenance of www.playboy.com (the Playboy Site).  Client agrees to place a persistent shopping button on the main navigation bar of the Playboy Site (with Shop Playboy or such  other wording as may be mutually agreed upon by the parties), and Client further agrees that the shopping button will be located  on the main navigation bar of all sub pages. Client will also promote the Playboy Commerce Business with calls to action in its  rotation of house ads throughout the Playboy Site (the placement of which to be determined by Client in its sole reasonable  discretion, taking into account conversion rates and click-through success), with creative to be provided by EFS and approved by  Client. EFS acknowledges that the Playboy Site is currently undergoing a redesign. The parties will work together in good faith to  provide additional promotion on the Playboy Site of the Playboy Commerce Business, which shall fit within context of the new  design of the Playboy Site. Notwithstanding the foregoing, Client agrees that the shopping button directing customers to the  Websites will continue to be located on the main navigation bar appearing above the fold on the Playboy Site and all sub pages.  Client and EFS will work together in good faith to provide additional promotion of the Websites licensed by EFS.    2. Merchandise.     2.1. Merchandise Assortment.     (a) The Merchandise mix shall be determined by EFS in its reasonable discretion in operating the business with  input and collaboration from Client, provided that EFS agrees it will merchandise individual items as directed by Client based on  factors such as alignment with Client's retail stores (for Bunny Shop only) or for new Client media initiatives (e.g., a new book,  special edition of PLAYBOY Magazine, etc.) with unit decisions made by

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   EFS in its reasonable discretion. The parties agree that there will be regular merchandising meetings between the parties to discuss  sales performance, fashion, brand and retail trends, and initiatives. It is contemplated that such meetings shall take place no less  than once per month during the first year of the Term and then no less than quarterly thereafter.     (b) The parties agree that the Merchandise mix as of the Effective Date for each of the Websites and Catalogs is  an approved baseline of categories and the general mix of Merchandise and that there will be no material deviations from such mix  without the mutual agreement of Client and EFS, provided however that (i) EFS shall use commercially reasonable efforts to work  with Client to align the merchandising of the Bunny Shop with that of Client's retail stores and (ii) EFS shall collaborate with Client  to reduce the amount of unbranded (i.e., non-Playboy branded) apparel from its current levels (currently ***** of all apparel and  ***** of the total Merchandise mix), which shall in no event comprise more than ***** of EFS' total Merchandise mix. For the  avoidance of doubt, Merchandise shall not include ticket sales to Client-sponsored or other events. For purposes of this  Agreement, the term branded Merchandise shall refer to Merchandise which contains or references any of the Playboy Marks  or is otherwise branded or labeled with a Playboy Mark, and the term unbranded Merchandise shall refer to Merchandise  which does not contain or make reference to any of the Playboy Marks.     (c) Notwithstanding the provisions of this Section 2.1, if Client determines in its sole discretion that certain  Merchandise must be removed or altered for legal reasons, EFS shall promptly take such action required by Client. If Client  requests that EFS change or discontinue any Merchandise for reasons other than legal, Client will provide EFS with sufficient  notice and a reasonable sell-off period to minimize any disruption to the Playboy Commerce Business and EFS shall comply. In  the event that the Merchandise required to be removed is a current item being sold and such removal results in an actual material  impact on revenues or Merchandise Gross Margin as demonstrated by EFS, EFS and Client will work together to agree on an  equitable adjustment to the Minimum Royalty.     2.2. Purchase and Use of Existing Inventory. EFS will purchase from Client all existing product inventory of Merchandise  held by or on behalf of Client in connection with the Playboy Commerce Business, including, but not limited to, back issues of  PLAYBOY Magazine held by Client as of forty-five (45) days after as of the Effective Date hereof, as determined by Client  (collectively, the Client Inventory), as set forth in Section 6.6. During the Term, Client Inventory supplied to EFS shall be sold  by EFS solely through the Playboy Commerce Business.     2.3. Transition Period. In addition, prior to launch of the Websites, Client (in collaboration with EFS) shall purchase new  and replenishment Merchandise on behalf of EFS for March 1, 2008 orders, with such Merchandise to be shipped to EFS  directly. For such orders, EFS shall pay the vendor in full, with such payments to be made directly to each vendor in accordance  with such vendor's payment terms, and therefore, the Merchandise purchased in connection with March 1, 2008 orders shall not  be subject to the discount for Client Inventory set forth in Section 6.6.     2.4. Licensees. Client shall notify each of its Licensees (as defined below) of the provisions of this Agreement relating to  the sale and provision of Merchandise to EFS. EFS

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   shall be permitted to deal directly with and purchase Merchandise directly from those third parties licensed by Client to produce  products under the PLAYBOY brand (Licensees). EFS shall be free to negotiate directly with Licensees, and Client will use  commercially reasonable efforts to assist EFS in securing favorable terms on pricing and service levels. EFS acknowledges,  however, that Client cannot guarantee that EFS will secure such favorable terms. EFS shall enter into separate agreements with all  Licensees and any such agreements shall supersede any agreement between Client and such Licensee solely with respect to EFS'  relationship with such Licensee, as approved by Client.     2.5. International Sales. For a period of one (1) year after launch of the Websites, EFS shall be permitted to fulfill orders  placed by customers in the UK and Australia *****; provided, however that: (a) EFS is solely responsible for the collection and  remittance of all regulations, tariffs, VAT and any other taxes or charges; and (b) during this period, EFS may not sell or otherwise  ship EFS Produced Merchandise apparel. During the foregoing one (1) year period (the US Shipping Period), EFS shall be  permitted to initiate negotiations for the terms of purchase of Merchandise from local Licensees in the territories. In the event that  EFS has not entered into meaningful negotiations with any Licensee within three (3) months following the end of the US Shipping  Period, or if negotiations do not result in an actual agreement within six (6) months following the end of the US Shipping Period,  then Client may remove such market(s) from the Territory (as defined in Section 3.4) in its sole discretion.     2.6. Manufacture of Merchandise.     (a) Subject to provisions in existing agreements as disclosed herein on Exhibit 7, which shall be updated from  time-to-time, Client's prior written consent and the Licensees' right of first refusal as set forth below, EFS shall be permitted to  design and manufacture, or arrange for third parties (which have been approved by Client in advance in writing, said approval not  to be unreasonably withheld) to manufacture on its behalf, products branded with the Playboy Marks to be sold on the Websites  and/or through the Catalogs (EFS Produced Merchandise). EFS agrees that it shall approach Licensees regarding any planned  EFS Produced Merchandise and give such Licensees a seven (7) day right of first refusal with respect to the design and  manufacture thereof, whereby EFS may set forth commercially reasonable requirements with respect to pricing, delivery and  product specifications. If such Licensee is unwilling or unable to comply with EFS' request, EFS shall be free to proceed with the  manufacturing of EFS Produced Merchandise as set forth in this Section 2.6. *****     (b) In EFS' discretion, EFS Produced Merchandise may be created in any product categories where there is no  exclusivity conflict with a Client Licensee, as set forth in Exhibit 7.     (c) Subject to Sections 2.6(a) and (b), EFS may subcontract the manufacture of EFS Produced Merchandise,  provided: (i) EFS notifies Client in advance of any intended supplier/subcontractor and obtains Client's prior written approval of  such supplier/subcontractor, which shall not be unreasonably withheld; (ii) EFS obtains from each such supplier/subcontractor an  executed written agreement in the form substantially identical to that attached hereto and made a part hereof as Exhibit 8; and (iii)  furnishes a copy of each such executed agreement to Client. EFS shall abide by, and shall ensure that any third-party

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   supplier/subcontractor it uses to design and/or manufacture any EFS Produced Merchandise abides by any design, manufacturing  and other guidelines of Client. At the end of each Year of the Term hereof and at any other time so requested by Client during the  Term, EFS shall provide Client with an updated list of the names and addresses of all manufacturing sources, subcontractors,  suppliers and others which have been engaged in the design and/or manufacture of EFS Produced Merchandise.     (d) EFS understands and agrees that any and all EFS Produced Merchandise and any other items bearing the  Playboy Marks or intended for use in connection with the EFS Produced Merchandise must be approved in accordance with the  approval process as set forth in Exhibit 9, attached hereto and hereby incorporated by reference. In the event Client fails to  provide its approval or disapproval of any or all things submitted to Client pursuant to this Section 2.6(d) within fourteen (14)  days of Client's receipt thereof, EFS may send written notice to Client advising no response was received. If Client does not  respond within five (5) days of Client's receipt thereof, then Client shall be deemed to have given disapproval.     2.7. Co-branding. EFS shall have the right to co-brand or co-market certain Merchandise, combining a Playboy Mark  with other current EFS clients, subject to Client's approval at Client's sole discretion as to the co-brand partner, the Merchandise  that will be co-branded and the appearance of the branding on the Merchandise. Any co-branding with non-EFS clients will be  subject to prior written approval by Client on a case by case basis. The parties agree that the co-branding or co-marketing of any  Merchandise shall be subject to a separate agreement to be negotiated between the parties, including provisions regarding the  royalties to be paid to Client for such Merchandise and any approval process to be followed.     2.8. Shopping Portal. EFS shall be permitted to sell Merchandise on EFS owned and operated shopping portal websites  (EFS Portals) subject in all respects to the standards, approvals and requirements applicable to the sale of Merchandise on the  Websites and provided that integration with third party brands and products is acceptable to Client, approval not to be  unreasonably withheld. EFS agrees that it will use the merchandising presence on the EFS Portals to also market the Websites in  order to drive additional customer acquisition.     2.9. Mass-Customized Merchandise. Client agrees that mass-customized Merchandise (i.e., Merchandise allowing  consumers to choose customizable options, including, but not limited to, color) shall be available for sale on the Websites and/or  through the Catalogs, such that customers may select and order pre-configured semi-customized Merchandise based upon  specifications that shall be agreed upon in advance by Client and EFS. EFS shall be responsible for fulfilling orders of all semi- customized Merchandise, including fulfilling any build-to-order or special features requested by the customer, as permitted during  the order process.     2.10. Exclusive Merchandise. Subject to Client's prior written approval in each case, EFS shall have the right to work  with Client's manufacturers for the production of Merchandise that will be designed and offered for sale exclusively via the  Playboy Commerce Business.     2.11. Merchandise. All EFS Produced Merchandise, co-branded Merchandise, mass-customized Merchandise,  exclusive Merchandise and Client Inventory shall be deemed Merchandise for purposes of the calculation of Royalties (defined  below) to be paid by EFS.

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   2.12. Merchandise Supplied to Client and Employees. EFS agrees to make Merchandise available to Client for Client's  own use, such as for events, photo shoots, gifts, etc. ***** when at least two (2) weeks' notice is provided, and ***** when  less than two (2) weeks' notice is provided. In addition, employees of Client and EFS shall be permitted to purchase  Merchandise through the Playboy Commerce Business and shall receive a ***** discount on posted prices. Further, EFS  acknowledges that Client may offer discounts of up to ***** to Client's premium customers at Client's discretion as part of a  loyalty program or other promotional incentive, and EFS shall honor such discounts.      2.13. Product Quality. EFS hereby warrants and agrees that: (a) the Merchandise designed, manufactured, advertised,  promoted, sold or distributed under this Agreement shall meet the high standards of quality, workmanship, material, design, size,  color and style established by Client from time to time and in accordance with the terms and conditions of this Agreement,  provided that EFS can rely on the approvals granted by Client pursuant to Section 2.6; (b) EFS will not knowingly or negligently  cause or authorize any or all of the Merchandise not conforming to this Agreement to be sold or distributed, as doing so may  adversely affect Client's goodwill in the Playboy Marks; and (c) any such non-conforming Merchandise shall be destroyed at  EFS' expense. All of the Merchandise shall conform to and comply with, in all respects, all Laws governing the design, quality,  labeling and safety of such Merchandise and shall not violate the rights of any third parties. EFS shall not cause, condone or  authorize: (x) the use of any substandard or offensive materials in or in connection with any of the Merchandise; (y) any violation  of any Law, including, but not limited to, provisions thereof imposing advertising standards or requiring trade or content  description of the Merchandise; or (z) the use of any Playboy Mark or any other word, device or symbol associated in any way  with any or all of Client and its subsidiaries and affiliates in connection with any product or activity that is not the subject of this  Agreement.     3. Territory.    3.1. International Sales. Upon the launch of Websites, the exclusive territory for the Websites will include the USA,  Canada, UK and Australia (collectively, the Website Territory). For any market that is included in the initial Website Territory  or is added later, EFS agrees to (a) actively market, including, but not limited to, via SEO (optimizing the Websites and creating  custom pages to maximize search engine optimization in local markets), search engine marketing and affiliate marketing, (b)  provide local billing and customized Websites for local audiences, vis a vis language and targeted merchandising, and (c) provide  competitive and timely fulfillment. Client agrees to register and maintain the applicable domain name extensions in each such  market, including .ca, .au, .com, and .uk for the Websites; provided that such domain names are available. Client acknowledges  that the functionality for local billing will not be deployed by March 1, 2008, but will be deployed for the UK and Australia not  later than ninety (90) days following launch of the Websites.    3.2. Pilot Program. Client agrees that within six (6) months of the launch of the Websites, Client and EFS will use  commercially reasonable efforts to collaborate on a strategy for an international expansion of the customer base for the Websites  beyond the established Website Territory and to identify up to two (2) markets for a pilot test to actively market. If the test is  successful as determined by Client in its reasonable discretion, these markets will be added

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   to the Territory under the terms of the Agreement.    3.3. Continuation of Current Online Business. Client agrees that, barring cultural sensitivities, or regulatory or legal  circumstances, EFS shall be permitted to continue operating the Websites to fulfill international online business as is currently being  conducted.    3.4. Catalog Territory. Upon the launch of the Catalogs, the exclusive territory for the Catalog will include the USA and  Canada (Catalog Territory). The Website Territory and the Catalog Territory shall be collectively referred to as the Territory.  The parties agree that the Catalog Territory is the initial territory for the Catalogs and, within a reasonable time period after the  launch of the Websites, to discuss and agree upon the strategy for the distribution of the Catalogs throughout the Website  Territory. In the event that if within one (1) year of launch of the Websites, EFS has not begun distribution of the Catalogs in the  UK or Australia, Client may, in its sole discretion: (a) rescind EFS' right to pursue such distribution; and (b) either by itself or  through third parties, effect Catalog distribution in those countries; provided that in either case, EFS shall perform all order  fulfillment in connection therewith in accordance with the terms and conditions of this Agreement and provided the parties can  reach agreement on the financial terms associated with such services.    3.5. Pre-Existing Domestic and International Partners. EFS understands that Client has pre-existing agreements  internationally and domestically (e.g., product Licensees, retail store partners, location-based entertainment venues and media  partners). EFS agrees that it will work in good faith with such Client partners to identify areas of cross promotion and other  synergies.     3.6. International Products. EFS understands that certain markets will have their own product Licensees, and EFS will  comply fully with all restrictions (including, but not limited to, with respect to regulatory and brand issues) and exclusive  arrangements for all markets. Given that there may be different product margins in such territories, the associated Royalty will be  computed separately for international markets (pursuant to Section 6.1(c)), as necessary.     4. Advertising Commitments.    4.1. Catalog Budget. EFS will commit to an annual Catalog budget equal to or greater than *****, which represents  ***** of the actual amount spent by Client on the Catalogs for 2007. In addition, EFS shall use commercially reasonable efforts  to achieve a target in 2008 of not less than ***** of 2007 Catalog circulated pages. It is EFS' intent to maximize both Website  and Catalog sales, and the parties agree that they will collaborate during the Term to define the budget and sales matrix to  maximize sales in both channels to bring the greatest overall sales growth. EFS shall have the right to decrease the Catalog budget  below the ***** minimum only if EFS can demonstrate that online marketing activities yield a higher return-on-investment and  provided all such reduced dollars are then reinvested in online marketing spend over and above the minimum online marketing  commitment described in Section 4.2, below.

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   4.2. Online Marketing Budget. EFS understands and acknowledges that agreement to an online marketing plan is critical  to the success of the Playboy Commerce Business. Accordingly, EFS agrees it will spend annually a minimum of ***** of Net  Website Sales (as defined below) on online marketing (Online Marketing Budget). Net Website Sales shall mean total  Merchandise sales derived through the Websites via any order channel less applicable, actual Merchandise returns, if any, during  the applicable period. In the event such online marketing yields a ***** return or more on spend at an average gross margin  return on advertising of *****, then EFS will increase the Online Marketing Budget as it deems appropriate to maximize sales of  Merchandise. The Online Marketing Budget will be used by the EFS marketing team to promote the PLAYBOY and BUNNY  SHOP brands online, drive traffic to and sales on the Websites, purchase search engine placement, drive affiliate sales and to  participate in other online marketing initiatives. In addition, EFS commits to continuous SEO efforts during the Term to maximize  discovery of, and algorithmic search results for, the Websites.    4.3. Corporate Marketing Commitments. Client agrees that the following marketing activities shall be performed:    (a) Client and EFS shall jointly issue a press release following the execution of this Agreement announcing  Client's selection of EFS as its end-to-end ecommerce services and platform provider for the Websites; which release shall be  subject to Client's final approval not to be unreasonably withheld;    (b) Subject to confidentiality obligations hereunder, EFS may prepare and distribute a case study upon launching  the Websites with respect to the business arrangement between EFS and Client, subject to Client's prior written approval not to  be unreasonably withheld;    (c) Subject to confidentiality obligations hereunder, EFS may to prepare and distribute a second case study  within three (3) to six (6) months of the launch of the Websites detailing the return on investment resulting from the business  relationship between Client and EFS, subject to Client's prior written approval not to be unreasonably withheld;     (d) Client shall provide a reasonable and appropriate reference on behalf of EFS to EFS customers and potential  customers contingent upon EFS' successful implementation of services hereunder;    (e) Client shall provide reasonable press and investment analyst (in the event that EFS becomes a publicly traded  company) support for articles, interviews, and other public relations activities relating to the relationship between EFS and Client.    (f) EFS may not issue any press release or make any public statement concerning the subject matter of this  Agreement or the parties' relationship without Client's prior review and written approval, which shall not be unreasonably  withheld. EFS agrees to promptly make any changes reasonably requested by Client to any public announcement, statement or  use of Client's name and/or intellectual property prior to any public release.

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   4.4. Third Party Advertising. Client grants EFS the right to: (a) sell and place on the Websites promotional banner  advertisements (the frequency, placement and volume of which to be mutually agreed upon by the parties) that advertise and  market third party products and services that do not compete with Client's products or services and comply with Client's  advertising guidelines (Advertisements), provided that such advertising efforts are mutual (i.e., equivalent promotion of Client  and its affiliates on third party websites) and are executed in a manner that minimizes adverse impact on sales; and (b) send emails  containing Advertisements to customers who specifically opt in to receive email notifications from EFS and Client. All  Advertisements on the Websites and emails to Playboy Commerce Business customers will require the prior written consent of  Client (which will not be unreasonably withheld or delayed). EFS shall provide quarterly reports detailing page exits, abandonment  rates and overall Website conversion rates. If Client determines based upon such reports that any such advertising is adversely  impacting Website conversions, EFS will, at Client's direction, cease placing Advertisements on the Websites and/or sending third  party Advertisement emails. Client shall be entitled to receive an Advertising Fee in connection with the sale of Advertisements as  set forth in Section 6.4.    (a) EFS shall be responsible for maintaining the Advertisements on the Websites. EFS shall ensure that the  Advertisements do not violate any Law or right of any third party or otherwise contain content reasonably likely to diminish the  value of Client's brand or detract from the goodwill of the Client. Upon written request of Client, EFS shall discontinue or modify  any Advertisement that in the reasonable opinion of Client is not appropriate for the Client brand or is competitive with Client  business.    4.5. Promotion of Client Partners. At no additional cost to Client, EFS will continuously and prominently promote  Client's related businesses on the Websites and in emails to customers confirming orders, including without limitation PLAYBOY- branded online, publishing and television properties, or such other businesses as Client may request from time to time; provided,  however, that in the event any such promotional activities interfere with or diminish sales on a Website, as demonstrated by EFS  to Client's reasonable satisfaction, EFS shall be permitted to reduce or restructure such promotions as reasonably necessary to  improve sales on the applicable Website. EFS shall be responsible for determining the timing, frequency and scope of all such  promotional activities with input from Client. Creative shall be provided by Client at Client's expense. Where there is traceable  resulting commerce from the above activities, EFS will be entitled to Client's then current standard bounties or affiliate fees.    4.6. Catalog Inserts & Packaging Onserts. At Client's cost for materials (but excluding costs for labor or other EFS  charges), EFS agrees to include up to two (2) inserts per month in each of the Catalogs and up to two (2) onserts per month in all  outgoing Merchandise packaging, promoting Client products and services and/or those of Client's affiliates, Licensees or  sponsors. Client shall be responsible for all creative and printing costs associated with such inserts and onserts. EFS may include  onserts in product packaging but only with the prior written approval of Client, not to be unreasonably withheld.    5. User Agreements and Data.

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   5.1. Terms of Use & Privacy Policy.    (a) EFS shall prominently display, as is customary in the industry, and implement a terms of use policy (TOU)  on the Websites, which shall comply with all applicable Laws and which at a minimum prohibits orders from any customer under  eighteen (18) years of age (or the applicable age of majority in the jurisdiction in which the customer resides) and explains EFS'  purchasing and return policies. EFS shall implement a privacy policy (Privacy Policy) applicable to users of the Websites and  the Catalogs that is no less protective of user privacy than is required under the Laws of or otherwise applicable to the Territory.  Such Privacy Policy shall be prominently displayed, as is customary in the industry, within the Websites and the Catalogs and be  easily accessible to users. EFS shall not take any action, and shall not operate the Websites or the Catalogs, in contravention of  such Privacy Policy or of any applicable Law, including, but not limited to, data protection provisions imposed by the United  Sates, the European Union or the other countries of the Territory and other applicable Laws.     (b) Client shall have the right to review the TOU and Privacy Policy, to require reasonable changes thereto  (subject to applicable Laws), and to request certification from EFS that it is complying with this Section 5.1. All such requests  shall be promptly met.     5.2. Information on Usage and Users. EFS shall be solely responsible for and shall ensure the security of all customer  data collected in connection with the Playboy Commerce Business, including, but not limited to, personally identifiable information  and transaction information (collectively, the User Data). Client and EFS shall jointly own and have rights to all User Data  collected hereunder provided, however, that EFS shall only use the User Data in strict accordance with the Privacy Policy and,  subject to the remainder of this Section 5, solely in connection with the Playboy Commerce Business. EFS shall gather, retain in its  records, and take all necessary measures (which may include disclosure in the Privacy Policy and/or an opt-in mechanism) in  order to provide such User Data to Client, as well as information on usage and viewing of the Websites and such additional  information as Client may reasonably request. EFS warrants that it has implemented and will maintain during the Term of this  Agreement an information security program that is reasonably designed to: (a) ensure the security, integrity and confidentiality of  User Data collected hereunder; (b) protect against anticipated threats or hazards to the security or integrity of User Data; and (c)  protect against unauthorized access to or use of User Data. EFS agrees that included in EFS' information security program are  policies and administrative and technical measures specifically prohibiting and preventing the placement of User Data in or on any  form of mobile media (e.g., CD's or flash drives and other external storage media). EFS shall notify Client immediately in the  event EFS believes that User Data collected hereunder has been or potentially could have been accessed by an unauthorized  individual and shall cooperate with Client and indemnify Client regarding any investigation or response to a security breach,  including any claims, notifications or protection of Client's employees related therewith.     5.3. Existing User Data. Client holds certain customer data relating to the Playboy Commerce Business (Existing  Customer Data) and hereby grants to EFS a non-exclusive, limited, non-sublicensable, non-transferable, revocable license to  store and use such Existing Customer Data solely for purposes of the operation and promotion of the Playboy Commerce

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   Business. To the extent that EFS makes available to Client any customer data previously collected by EFS and permitted to be  disclosed to Client (EFS Customer Data), EFS shall retain ownership of such EFS Customer Data and Client shall have the  right to use such user data solely in connection with the Websites. Existing Customer Data shall be deemed User Data for  purposes of this Agreement; provided, however, that notwithstanding anything to the contrary in Section 5.2, Existing Customer  Data shall be owned solely by Client.      5.4. Reporting and Use of User Data. Upon request from Client, EFS agrees to provide to Client any and all User Data  generated hereunder and such reports as reasonably requested by Client from time to time relating to User Data. EFS shall use  User Data solely for purposes of the operation and promotion of the Playboy Commerce Business, and except as specifically  approved in advance in writing by Client, shall not use such User Data to market any other EFS or third-party products or  services to users or otherwise use, transfer or sell any User Data collected hereunder. Notwithstanding the foregoing, EFS may  use and exchange User Data in accordance with standard DMA practices for purposes of customer prospecting solely in order to  grow the Playboy Commerce Business. EFS shall not cross-market between the PLAYBOY-branded Catalog and Website and  the BUNNY SHOP-branded Catalog and Website. Client may use User Data free of charge and in any manner (including, to the  extent permitted by applicable Laws, sharing such data with its affiliates and partners). Client reserves the right to periodically  audit EFS' customer lists to ensure compliance with this Section 5.4 provided, however, that any such audit shall be performed at  the offices of EFS (or at such other location(s) as EFS' customer lists may be held) and conducted in such a manner so as to  preserve EFS' customer lists as a trade secret. In no event shall Client be permitted to copy, possess, or use EFS' confidential  customer data other than to ensure compliance with this Section 5.4.     5.5. Opt-In List. EFS shall be permitted to offer customers who visit the Websites the option to receive emails from EFS  concerning the Merchandise as well as offers by EFS or third-parties with which EFS has an established relationship and which  have been approved in advance in writing by Client. Any customers who do not specifically opt-in to receiving email  communications from EFS shall be excluded from such communications.     5.6. Demographic Data. EFS shall be permitted to collect demographic data from customers that visit the Websites,  which shall include: IP address, geographic information regarding the location of the customer (i.e., zip code, area code, city, state  and country), age, and gender (Demographic Data). Client and EFS shall jointly own and have rights to all Demographic Data  collected hereunder.     5.7. Analysis of User Data and Demographic Data. EFS shall have the right to analyze the User Data and Demographic  Data for a variety of purposes including, but not limited to, performing market studies, trend reporting, sales performance,  demographic studies and comparison/analysis with third party market data and consumer purchasing information (EFS  Analysis). EFS shall be permitted to combine the EFS Analyses with other EFS studies and, further, to share the EFS Analyses  with third parties provided that no proprietary information of Client or personally identifiable information of consumers is disclosed  to such third parties.     6. Payments and Fees.

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   6.1. Royalties. EFS shall pay a royalty (Royalty) to Client to be calculated and paid as follows: (a) the Royalty shall be  determined based upon the percentage applicable to the Merchandise Gross Margin (pursuant to the chart in Exhibit 10, attached  hereto and hereby incorporated by reference); (b) multiplied by the Net Merchandise Sales (as defined below) as applicable in  each case for the applicable Calendar Quarter or Year (each as defined below). The Royalty calculation period shall begin upon  the first order received by EFS via any order channel (e.g., on a Website, via mail, fax or telephone) and shall be paid to Client  within fifteen (15) days following the conclusion of each calendar quarter (Calendar Quarter) based on the calendar year  (Year), as calculated on the actual Merchandise Gross Margin and Net Merchandise Sales (each as defined below) for such  Calendar Quarter.    (a) For purposes of this Agreement, Merchandise Gross Margin shall be defined as the Net Merchandise Sales  through the Playboy Commerce Business during the applicable Calendar Quarter or Year, less (i) the actual unit cost of goods  sold paid by EFS for the manufacture of such goods, which shall not include expenses relating to overhead or allocations, (ii)  reductions for markdowns, discounts and allowances, and (iii) actual Merchandise inventory shrinkage during the same period,  which shall in no event exceed *****. The Merchandise Gross Margin scale for purposes of calculating the Royalty shall be  determined from Exhibit 10 based upon the Minimum Royalty (as defined in Section 6.2) set forth in Exhibit 10.    (b) For purpose of this Agreement, Net Merchandise Sales shall be defined as total Merchandise sales derived  through the Playboy Commerce Business via any order channel less applicable, actual Merchandise returns, if any, during the  applicable Calendar Quarter.    (c) Pursuant to Section 3.6, EFS shall pay a quarterly Royalty to Client calculated as set forth in Section 6.1  using separate Royalty percentages on a country-by-country basis based on product margins for each such country, as agreed  upon by the parties.    6.2. Minimum Royalty. Notwithstanding revenue actually generated by EFS in connection with the Playboy Commerce  Business hereunder, it is understood and agreed that the Royalty paid to Client in each Year of the Term shall not be less than the  amounts set forth in Exhibit 10 (the Minimum Royalty). In the event the Minimum Royalty is not achieved in any Year based on  the Royalty payments made in such Year, EFS shall pay the shortfall between the Royalty earned and the applicable Minimum  Royalty due, if any, within sixty (60) days of the end of such Year.    (a) In the event that the Minimum Royalty is met in any applicable Year, (i) EFS shall not be permitted to carry  over any overages into the next Year and (ii) EFS will not be eligible for any refund from any Minimum Royalty or Royalty  previously owed or paid to Client. In the event EFS does not meet the full amount of the Minimum Royalty during the applicable  Year in which such Minimum Royalty was owed to Client, EFS will not be permitted to offset the shortfall with any overages from  any previous or subsequent Year, and a new Minimum Royalty will be due as set forth in this Section 6.2. For the avoidance of  doubt, the Minimum Royalty is a minimum net sum from which no taxes or charges of any sort may be deducted.

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   (b) In the event that this Agreement is terminated prior to the end of the Initial Term, any portion of the Year 1  Minimum Royalty that has been spread across Years 2 through 5 of the Term pursuant to Exhibit 10 and which has not yet been  paid to Client, shall immediately become due and owing.    6.3. Royalty on Shipping Charges. In addition, Client shall be entitled to receive a royalty payment on the shipping and  handling charges paid by customers during the applicable Calendar Quarter (Shipping Royalty) equal to the Royalty percentage  multiplied by the shipping profit. For purposes of this Section 6.3, the shipping profit shall be calculated as the gross charges for  shipping less shipping materials, cost of freight and dunnage. The Shipping Royalties paid to Client shall be counted towards the  Minimum Royalty for the applicable Year. If there is no shipping profit, Client shall not be owed any Shipping Royalty, nor will  Client be impacted by any shipping losses.    6.4. Advertising Revenues. Client shall be entitled to receive an advertising fee of ***** of the Net Advertising Revenue  derived by EFS from Advertisements pursuant to Section 4.4 (Advertising Fee). Net Advertising Revenue shall be defined as  the gross revenue derived from the sale of Advertisements less: (a) all direct costs (i.e., commissions and ad-server related fees)  incurred by EFS and third party fees paid out by EFS for the execution, maintenance and ongoing facilitation of Advertisements  on the Websites and (b) ***** of gross revenue derived from the sale of Advertisements, which shall be reinvested by EFS for  online promotions and advertising (Advertising Marketing Allocation). Neither Net Advertising Revenue nor the Advertising Fee  shall be counted toward the Minimum Royalty obligation of EFS.     6.5. Payment of Royalties; Reports. Except as otherwise specifically set forth, all fees due to Client shall be due and

payable on or before the fifteenth (15t h) day following the applicable Calendar Quarter. EFS shall use commercially reasonable  efforts to provide within three (3) days, but in no event later than five (5) days, following such Calendar Quarter, regardless of  whether any payment is due, a report that includes at a minimum: (a) gross sales broken down by each Website, Catalog and  product, gross shipping charges and gross advertising revenue generated during such Calendar Quarter; (b) a detailed calculation  of Merchandise Gross Margin, Net Merchandise Sales, shipping profit and Net Advertising Revenue; (c) a detailed calculation of  the Royalty, Shipping Royalty and Advertising Fee payable to Client for such Calendar Quarter; (d) Client's aggregate Royalty,  Shipping Royalty and Advertising Fee earned and paid to date; and (e) such other information as may be requested by Client from  time to time. In addition, EFS shall provide to Client interim monthly reports.     6.6. Purchase of Product Inventory. Pursuant to Section 2.2, EFS shall pay Client a non-refundable purchase price of  ***** of the wholesale price (i.e., the Client's original cost) as determined as of forty-five (45) days after the Effective Date for  all Client Inventory. Such amount shall be paid Net ninety (90) days following entry of such Client Inventory into EFS' system;  provided, however, that EFS shall enter all such Client Inventory upon receipt or shall promptly notify Client in the event it is  unable to do so due to missing information (i.e. barcodes) or because any product is incomplete or otherwise in a condition not fit  for immediate resale.

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   6.7. Method of Payment. All payments required to be made by EFS hereunder shall be made by electronic transfer of  immediately available funds in United States Dollars through a bank designated by Client. In the event that EFS receives orders  through the Playboy Commerce Business or otherwise hereunder involving foreign currency, in order to determine the proper rate  of exchange to be applied to the payments due hereunder, it is agreed that EFS shall calculate such payments on a Calendar  Quarter basis in local currency (with each such quarter considered to be a separate accounting period for the purpose of  computing the payments) and that EFS shall compute a conversion of each such Calendar Quarter total into United States Dollars  utilizing the selling rate of exchange in effect on the last day of each relevant Calendar Quarter as quoted by Reuters in the Wall  Street Journal.     6.8. Costs and Expenses. Unless expressly stated otherwise in this Agreement or otherwise agreed in writing, each party  shall be responsible for any costs or expenses incurred by it in connection with its obligations under this Agreement.     6.9. Taxes. As between the parties, EFS shall be responsible for, without limitation, any tax, duty, levy, income, royalty,  withholding tax or charge required by any Law now in effect or hereafter enacted (other than Client's direct net income taxes)  including, without limitation, sales, use, value-added, property, royalty and excise or other similar taxes, licenses, import permits,  state, county, city or other taxes arising out of or relating to this Agreement. EFS will be responsible for the timely notification,  remittance, filing and reporting of all such taxes to the proper tax authorities at the rates required by Law.     6.10. Accounting Reports. EFS shall provide, at its sole expense:     (a) Client acknowledges that EFS is not currently able to provide a SAS 70 Type II Report. EFS will endeavor  to become SAS 70 compliant and once compliant, shall provide a SAS 70 Type II Report to Client or its affiliates. Until EFS  becomes compliant EFS may provide an alternative report acceptable to Client or its affiliates. Reports pursuant to this Section  6.10(a) shall be provided for the one-year period ending September 30th of each year by December 31st of each year of the  Term; and     (b) A copy of EFS' Independent Auditors' Report and audited balance sheet for each Year of the Term within  thirty (30) days of the close of such audit.     6.11. Verification of Information; Audit Right Generally. During the Term of this Agreement and for two (2) years  thereafter, (a) EFS shall maintain complete and accurate books and records relating to revenue generated under this Agreement;  and (b) Client and/or its authorized representative(s) shall have the right to examine, review, copy and audit EFS' books and  records relating to revenue generated under this Agreement to verify the accuracy of the payments and associated information  provided by EFS and to verify EFS' compliance with the terms and conditions of this Agreement. If the result of the audit reveals  deviations that indicate that Client was underpaid, EFS shall immediately pay the sum of such underpayment plus interest at a rate  of ***** from the date such payment was first due. If the result of the audit reveals deviations by ***** or more for any one year  of the Term, EFS shall pay the sum due plus interest as set out above and shall further bear the reasonable costs and expenses  associated with audit.

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   7. License Grants    7.1. Playboy Content. During the Term and subject to the terms, conditions, and limitations set forth in this Agreement,  Client grants EFS a limited, non-exclusive, non-transferable, non-assignable (without any right to sublicense), world-wide license  to use, modify, create derivative works of, publish, reproduce, broadcast, exhibit and display the Playboy Content solely in  connection with the design, publication, distribution, operation and promotion of the Playboy Commerce Business.    (a) In the event that EFS creates any modifications, alterations or other derivative works of any Playboy Content  (Derivative Works), EFS hereby irrevocably assigns to Client all right, title and interest in and to all of those Derivative Works,  including the copyrights and other proprietary rights therein. EFS further agrees to cooperate with Client's reasonable requests to  effect or perfect such assignment and hereby provides Client with an irrevocable power of attorney appointing Client as EFS'  irrevocable attorney-in-fact coupled with an interest to execute all such assignments on behalf of EFS. All Derivative Works are  hereby licensed back to EFS subject to the limitations that are applicable hereunder to the Playboy Content. EFS shall deliver to  Client all original versions of Derivative Works upon the request of Client.    7.2. Client Trademarks. During the Term and subject to the terms, conditions, and limitations set forth in this Agreement,  Client grants EFS a limited, non-exclusive, non-transferable, non-assignable (without any right to sublicense), world-wide license  to use the Client trademarks and/or service marks as set forth on Part A of Exhibit 1 (the Playboy Marks) solely in connection  with the design, publication, distribution, operation and promotion of the Playboy Commerce Business. Except in connection with  marketing obligations hereunder or as otherwise expressly permitted by Client in writing, EFS shall not use any Playboy Mark on  or in connection with, or to permit or facilitate any presentation or promotion of, any Internet website(s) other than the Websites  or any other catalog other than the Catalogs.    (a) Use of Playboy Marks. EFS recognizes and acknowledges that the Playboy Marks are internationally well- known by the general public and are associated in the public mind with Client's affiliate, Playboy Enterprises International, Inc.  (PEII), and are marks in which PEII has acquired considerable and valuable goodwill. EFS acknowledges that Client and PEII  have an interest in maintaining the worldwide goodwill, recognition and standards of the Playboy Marks. Consequently, with  respect to uses of the Playboy Marks in the normal course of business (i.e., for marketing and promotional purposes), EFS shall  submit representative samples of such uses to Client as soon as practicable for purposes of post-use audit. If as a result of any  post use audit, Client determines in its reasonable discretion that the use of a Playboy Mark is improper or inappropriate, Client  will notify EFS, and EFS shall correct the problem as soon as reasonably practicable. Any uses not in the ordinary course must be  approved in advance in writing by Client, and Client shall have the right to require EFS to make any changes and/or corrections  with regard to the Playboy Marks as Client may reasonably deem necessary to maintain the quality standards and the goodwill  associated with the Playboy Marks. EFS agrees to make and incorporate such changes or corrections promptly upon notice from  Client and at EFS' sole cost and expense.

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   (b) Modifications of Playboy Marks. EFS may modify or alter the Playboy Marks or combine the Playboy  Marks with any other words or symbols only if, and to the extent that, Client shall have authorized such modification or alteration  or combination specifically in advance in writing. Any such permitted modification/alteration and/or combination shall be referred  to herein as an Authorized Modification. No such authorization by Client shall constitute a representation or warranty that use of  the Authorized Modification(s) by EFS or by anyone else will not violate the rights of others in any jurisdiction or that such  Authorized Modification will constitute an enforceable trademark in any jurisdiction.     (c) Assignment of Authorized Modifications. EFS hereby irrevocably assigns, and Client hereby accepts, all right,  title and interest in and to each and every Authorized Modification, and EFS agrees to cooperate with all reasonable requests by  Client to effect or perfect such assignment. All Authorized Modifications (if any) are hereby licensed back to EFS subject to the  limitations applicable to the Playboy Marks hereunder.     (d) Goodwill. EFS will not obtain any right, title or interest in the Playboy Marks by virtue of their use of the  Playboy Marks under this Agreement and any additional goodwill associated with the Playboy Marks that is created through use  of the Playboy Marks shall inure solely to the benefit of PEII.     (e) Variations. During and after the Term, EFS will not apply for or use any domain names, trademarks or service  marks that include or are confusingly similar to any of the Licensed Domain Names (as defined in Section 7.3, below), Playboy  Marks or any other similar marks or variations thereto.     (f) Notices. EFS must display on the Websites and Catalogs such trademark and copyright notices as requested  by Client and/or as required by applicable Law. Except as expressly approved in writing by Client, neither the Playboy Marks nor  any notices associated therewith may be changed, manipulated or modified in appearance.     7.3. Domain Names. During the Term and subject to the terms, conditions and limitations of this Agreement, Client  hereby grants EFS, a limited, non-transferable, non-assignable (without any right to sublicense) world-wide license to use the  Internet location or resource designators (URLs, domain names, etc.) set forth in Part B of Exhibit 1 hereto, and/or to the extent  approved in advance in writing by Client, as the case may be, modifications thereof (the Licensed Domain Names), as the  domain name(s) and Internet locators/designators for the Websites during the Term. The Licensed Domain Names shall at all  times be owned by PEII as registrant. Client agrees that the registration for the Licensed Domain Names and for any successor  URL's shall be maintained and that EFS shall remain the technical contact for the duration of the Agreement. If EFS desires to use  any other domain names or Internet locators/designators in connection with the Websites, Micro Sites or otherwise utilizing  PLAYBOY- or PLAYBOY-related marks, EFS shall so notify Client, which may at its sole discretion, choose to register the  same at its expense. Any such additional domain names or Internet locators/designators shall be owned by PEII as registrant, and  EFS shall receive a limited license to use the same as Licensed Domain Names hereunder, solely in connection with the Websites  and/or Micro Sites during the Term. Unless otherwise agreed by the parties in

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   writing, the Licensed Domain Names shall at all times remain on PEII servers and will be redirected to the Websites.     7.4. Client Take-Down Rights. Despite conformity to the Guidelines and/or the terms and conditions of this Agreement  and/or the prior written approval by Client, Client shall be entitled to review all uses of the Playboy Marks and all utilizations of  the Playboy Content at any time and in its sole discretion. Client shall be entitled to require alteration or termination of any specific  use if it determines in its reasonable and good faith discretion that such action is necessary or appropriate and EFS shall promptly  comply with any such demand. Nothing in this Section 7.4 shall create any obligation on the part of Client to identify or prevent  improper uses of material or inclusion of improper material in connection with the Playboy Commerce Business, nor shall Client or  its affiliates have any liability for nonfeasance, negligence, or other conduct in such reviews or for failing to conduct any such  reviews.    7.5. Exclusions. Nothing in this Agreement shall restrict Client (or its affiliates) from the following commerce activities in  the Territory: any DVD commerce (rental or sales), sales by product Licensees via third-party commerce websites or mail order  sales or similar activities. In addition, EFS agrees that Client's location-based entertainment partners, as listed in Exhibit 11,  attached hereto and hereby incorporated by reference, which may be updated from time to time, may engage in limited e- commerce activities primarily, but not limited to, for co-branded products (e.g., Playboy at the Palms co-branded merchandise).    8. Confidentiality.    8.1. Confidential Information. EFS and Client each acknowledge that during the Term of this Agreement each party may  have access to the proprietary or trade secret information of the other concerning the other's business affairs, property, methods  of operation, processing system or other information provided by the disclosing party to the receiving party that is identified as, or  should reasonably be understood to be (given its content or the circumstance of its disclosure), proprietary (collectively, the  Confidential Information). Information shall not be considered Confidential Information under this Agreement that the recipient  can document: (a) is publicly known prior to or after disclosure hereunder other than through acts or omissions attributable to the  recipient or its employees or representatives; (b) is already known to the recipient at the time of disclosure hereunder without  reference to the disclosing party's Confidential Information; (c) is disclosed in good faith to the recipient by a third party having a  lawful right to do so; (d) is the subject of written consent of the party which supplied such information authorizing disclosure; or (e)  is independently developed by the receiving party without reference to Confidential Information of the disclosing party.    8.2. Obligations. EFS and Client each agree to use the Confidential Information of the other party solely to the extent  necessary to fulfill its obligations or exercise its rights hereunder, and not for any other purpose. Each party agrees (a) 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 (b) that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the  other party using at least the degree of care and security as each uses to maintain the confidentiality of its own Confidential  Information. Notwithstanding the foregoing, each party may disclose Confidential Information (x) to their officers, directors,

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   employees, agents, attorneys and consultants who need to know such information and who are bound by restrictions regarding  disclosure and use of such information comparable to and no less restrictive than those set forth herein, (y) as required by  applicable Law, provided that in the case of any filing with a governmental authority that would result in public disclosure of the  terms hereof, the parties shall mutually cooperate to limit the scope of public disclosure to the greatest extent possible; and (z) to  the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by Law,  provided that the receiving party uses reasonable efforts to provide the disclosing party with prior notice of such obligation in  order to permit the disclosing party a reasonable opportunity to take legal action to prevent or limit the scope of such disclosure.    9. Ownership.    9.1. In General. Each party hereby reserves for itself all rights not specifically granted to the other party in this  Agreement. Each party will use good faith efforts to cooperate with the other party in the protection of their intellectual property  rights.    9.2. EFS. As between the parties, EFS retains ownership of, and all right, title and interest in and to any intellectual  property including trademark, trade name, patent, copyright, technology, trade secret, software, source code or know-how  created for or relating to the Playboy Commerce Business that was affixed to, used with or incorporated into the Playboy  Commerce Business by EFS, but specifically excluding the Client Property, as defined below (collectively, the EFS Property).  Nothing contained in this Agreement shall be deemed to transfer or convey to Client any ownership rights whatsoever in or to the  EFS Property or grant any license to the EFS Property other than in connection with the Playboy Commerce Business. To the  extent that Client is deemed to obtain any interest or ownership rights in the EFS Property, Client hereby assigns, transfers and  conveys to EFS, to the maximum extent permitted by applicable Law, all of Client's right, title and interest therein used by Client  under or in connection with this Agreement so that EFS will be the sole owner of all rights therein and further agrees to cooperate  with EFS during and after the Term to effect and perfect all assignments.    9.3. Client. As between the parties, Client retains ownership of, and all right, title and interest in and to any and all  Playboy Marks, Playboy Content, Derivative Works, Licensed Domain Names, User Data and any other materials provided by  or on behalf of Client to EFS hereunder, which are incorporated in or are otherwise related to the Playboy Commerce Business  (collectively, the Client Property). Nothing contained in this Agreement shall be deemed to transfer or convey to EFS any  ownership rights whatsoever in or to the Client Property. To the extent that EFS is deemed to obtain any interest or ownership  rights in the Client Property, EFS hereby assigns, transfers and conveys to Client, to the maximum extent permitted by applicable  Law, all of EFS' right, title and interest therein used or created by EFS under or in connection with this Agreement so that Client  will be the sole owner of all rights therein and further agrees to cooperate with Client during and after the Term to effect and  perfect all assignments.    10. Term and Termination.

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   10.1. Term. This Agreement shall commence as of the Effective Date and, unless earlier terminated as provided under  this Agreement, shall terminate five (5) years following the date of launch of the first Website, but in no event later than February  28, 2013 (the Initial Term). This Agreement shall automatically renew for an additional period of three (3) years (such renewal  and each subsequent renewal shall be defined as a Renewal Term) provided that EFS achieves Net Merchandise Sales of at  least ***** during the fourth year following launch of the first Website. In such event, the annual Minimum Royalty during the  Renewal Term, if any, shall be equal to the greater of: (a) ***** of the actual Royalty paid to Client in Year 5; and (b) *****.  The Initial Term and any and all Renewal Terms shall be collectively referred to as the Term.    10.2. Termination for Breach. Each party shall have the right to terminate this Agreement, in whole or in part, if the other  party materially breaches this Agreement and such breach is not cured within thirty (30) days' written notice from the non- breaching party.    10.3. Termination for Bankruptcy. Each party shall have the right to immediately terminate this Agreement if the other  party (a) is involuntarily made subject to any bankruptcy or insolvency proceedings and such proceedings are not dismissed within  sixty (60) days of the filing of such proceedings or (b) voluntarily institutes any bankruptcy or insolvency proceedings, corporate  reorganization, liquidation, assignment for the benefit of creditors, or appointment of a receiver or trustee.    10.4. Effects of Termination. Upon and after the termination of this Agreement (the Termination Date):     (a) All accrued and unpaid amounts shall become immediately due and payable, including the pro rata amount of  the annual Minimum Royalty for the applicable Year based upon the Termination Date;     (b) All licenses granted pursuant to this Agreement shall immediately terminate;     (c) EFS shall cease the display and use of the Playboy Content, Derivative Works, Playboy Marks, Authorized  Modifications, Licensed Domain Names in any manner;     (d) EFS shall return any and all Playboy Content and Derivative Works to Client within five (5) business days of  the Termination Date;     (e) Each party will promptly, at the direction of the other party, return or destroy any and all Confidential  Information of the other party in any medium and all copies thereof;     (f) EFS shall discontinue the use of any User Data collected hereunder, and subject to applicable Laws, shall  promptly deliver and assign all User Data to Client per Client's instructions; and

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     (g) If so requested by Client in connection with a planned or potential continuation of the business, EFS shall  cooperate with Client and its affiliates in order to transfer any remaining operations to them or any other entity that Client may so  designate without interruption of the Playboy Commerce Business' availability.    10.5. Outstanding Orders. As of the Termination Date, EFS shall not process any new orders placed through the  Playboy Commerce Business. Notwithstanding the foregoing, EFS may fulfill any outstanding orders placed through the Playboy  Commerce Business prior to the Termination Date and may continue collection activities related thereto, which shall be subject to  Section 6 hereof.    10.6. Survival. Sections 6.11, 7.5, 8, 9, 10.4, 10.5, 10.6, 11.4, and 12 through 14 shall survive any expiration or  termination of this Agreement. In addition, Sections 6.1 through 6.10 shall survive any termination of this Agreement until all  amounts due in connection with activities during the Term are paid and all reports provided.    11. Warranties and Disclaimers.    11.1. By Both Parties. Each party represents and warrants that (a) it has the full right and authority to enter into this  Agreement, perform its obligations and grant the rights and licenses granted hereunder; and (b) its execution, delivery and  performance of this Agreement will not result in a breach of any material agreement or understanding to which it is a party or by  which it or any of its material properties may be bound.    11.2. By EFS. EFS further represents and warrants that (a) the Websites and the Catalogs and all content contained  therein (but specifically excluding the Playboy Marks and Playboy Content) do not and will not infringe any intellectual property  right of any third party; (b) it has all necessary intellectual property rights in and to the Merchandise to be offered for sale through  the Playboy Commerce Business; (c) it will at all times abide by and comply with the Privacy Policy and all other Laws applicable  to operation of the Playboy Commerce Business, including, but not limited to the CANSPAM Act of 2003 and those related to  privacy; (d) it (i) shall use its best efforts to ensure that all performers featured in any content and/or Merchandise offered for sale  through the Catalogs and/or the Websites were at least eighteen (18) years of age at the time of production and (ii) shall comply  with all record keeping, labeling and other requirements pursuant to Section 2257, as the same may be amended from time to  time; (e) it will at all times take commercially reasonable steps to ensure the accuracy of all information contained on the Websites  and in the Catalogs; and (f) the Playboy Commerce Business, including, without limitation, the Catalogs and Websites and all  aspects thereof, will be operated in a workmanlike, timely and professional manner consistent with industry standards and EFS'  operation of other third-party branded commerce offerings.    11.3. By Client. Client further represents and warrants that it has the full right and authority to grant the rights and licenses  to the Playboy Marks, the Licensed Domain Names and Playboy Content set forth herein.

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   11.4. Disclaimer. Except as expressly set forth in this Agreement, and to the extent permitted by Law, each party  expressly disclaims all warranties and representations, whether express, implied or statutory, including any implied warranty of  merchantability, non-infringement or fitness for a particular purpose. Client does not warrant that the Playboy Content will be  error-free or will meet EFS' specific needs. Client makes no warranty whatsoever regarding the accuracy of the information  contained in the Playboy Content.    12. Indemnification.    12.1. By EFS. EFS shall indemnify, defend and hold Client, its parent, subsidiaries and affiliates and the directors,  officers, shareholders, employees and agents of each harmless against any claims, suits, losses, liabilities, injuries or damages  (including, without limitation, reasonable attorneys' fees and litigation expenses) arising out of any third party claim relating to (a)  the Playboy Commerce Business, including, the marketing and operation thereof; (b) the Privacy Policy; (c) EFS' use of any  Client Property not permitted by or inconsistent with this Agreement; (d) any claims brought by users, service providers or others  in connection with this Agreement; (e) the User Data, including the collection, storage and/or use thereof; (f) any alleged action or  failure to act whatsoever in regard to EFS' performance of its obligations and duties under this Agreement; (g) the EFS Sites,  including, but not limited to, the operation of the EFS Sites and content contained thereon; (h) any breach by EFS of any of its  representations and warranties set forth above; (i) the sale or availability through the Catalogs and/or Websites of any content  and/or Merchandise, which includes any performer who was less than eighteen (18) years of age at the time of production; (j) any  EFS Produced Merchandise; (k) any alleged non-conformity to or non-compliance with any Law, including, but not limited to,  pertaining to the content, design or quality of any portion of the Playboy Commerce Business; or (l) any claim or allegation by a  third party claiming rights (including, but not limited to, any copyright, trademark or patent rights) in or to EFS Property, the  Derivative Works (to the extent caused by EFS), the Merchandise available for sale via the Playboy Commerce Business or the  operation of the Playboy Commerce Business.    12.2. By Client. Client will indemnify, defend and hold EFS, its parent, subsidiaries and affiliates and the directors,  officers, shareholders, employees and agents of each harmless against any claims, suits, losses, liabilities, injuries or damages  (including, without limitation, reasonable attorneys' fees and litigation expenses) arising out of any third party claim relating to (a)  the authorized use by EFS in compliance with this Agreement of the Client Property in connection with Playboy Commerce  Business; (b) any alleged action or failure to act whatsoever in regard to Client's performance of its obligations and duties under  this Agreement; (c) any breach by Client of any of its representations and warranties set forth above; (d) any alleged non- conformity to or non-compliance with any Law, including, but not limited to, pertaining to the content, design or quality of any  portion of the Client Property; or (e) any claim or allegation by a third party claiming rights in or to Client Property.    12.3. Procedure. If a claim is made against an indemnified party, such party will promptly notify the indemnifying party of  such claim. Failure to so notify the indemnifying party will not relieve the indemnifying party of any liability which the indemnifying  party might have, except to the extent that such failure materially prejudices the indemnifying party's legal

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   rights. The indemnified party shall cooperate with the indemnifying party in the defense and/or settlement of the claims at the  expense of the indemnifying party; provided however, the indemnifying party shall assume control of the defense of such claim.  The indemnified party may participate in the defense of the claim at its own cost. Notwithstanding anything contained herein, (a)  the indemnified party shall not enter into any settlement or compromise that provides for any remedy of the claim without the prior  written approval of the indemnifying party, which approval will not be unreasonably withheld; and (b) EFS may not enter into any  settlement or compromise that involves or affects any Playboy Mark, Licensed Domain Name, Playboy Content, Derivative  Work or Authorized Modification without Client's prior written approval.    13. Limitation of Liability. EXCEPT IN THE EVENT OF A BREACH OF SECTION 8 (CONFIDENTIALITY) OR  LIABILITY ARISING UNDER A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, IN NO  EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR  CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR  ANY MATTER RELATED HERETO, INCLUDING WITHOUT LIMITATION, LOST BUSINESS OR LOST PROFITS,  EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.    14. Miscellaneous.    14.1. Independent Contractors. The rights and powers herein granted to EFS are those rights and powers of an  independent contractor only, and this Agreement shall not, and is not intended to, create any other relationship nor make,  constitute or appoint EFS an agent or employee of Client. It is expressly understood and agreed that Client shall not under any  circumstances be liable to EFS for all or any part of any losses EFS may sustain. EFS shall have no power to obligate or bind  Client in any manner whatsoever.    14.2. Severability. Each provision of this Agreement shall be severable. If, for any reason, any provision herein is finally  determined to be invalid and contrary to, or in conflict with, any existing or future law or regulation by a court or agency having  valid jurisdiction, such determination shall not impair the operation or affect the remaining provisions of this Agreement, and such  remaining provisions will continue to be given full force and effect and bind the parties hereto. Each invalid provision shall be  curtailed only to the extent necessary to bring it within the requirements of such law or regulation.     14.3. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties named herein and their  respective heirs, legal representatives, successors and permitted assigns. Notwithstanding the foregoing, this Agreement and all  rights and duties hereunder shall not, without the prior written consent of Client, in any manner be assigned, mortgaged, licensed,  or otherwise transferred or encumbered by EFS or by operation of law; provided, however, that EFS may assign this Agreement  to an acquirer of all or substantially all of its assets without Client's consent, but only in the event that in Client's reasonable  determination (a) key EFS management (as defined by Client at the time of acquisition) will remain indefinitely with EFS or  replacement management is reasonably acceptable to Client and no less experienced than those in place as of the Effective Date  hereof; (b) the acquirer can demonstrate to Client's reasonable satisfaction the availability of financial resources, and the ability  and intention, to

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   adequately invest in growing the Playboy Commerce Business (by way of example, the acquirer shall have a minimum net worth  equal to or above that of EFS as of the Effective Date hereof); (c) such assignment will not have a detrimental impact on the  Playboy Commerce Business or Client's other businesses; and (d) the acquirer is otherwise able to honor all financial terms and  assume all obligations of EFS hereunder. In addition, EFS may not assign this Agreement without Client's consent to a competitor  of Client or any of Client's businesses. Client's consent to any proposed assignment hereunder shall not be unreasonably withheld  or delayed. Any purported transaction not specifically permitted under this Section 14.3 shall be null and void ab initio.     14.4. Entire Agreement; Counterparts. This Agreement constitutes the entire agreement between the parties and  supersedes any prior understandings, agreements or representations by or among the parties, written or oral, to the extent they  relate to the subject matter hereof. This Agreement may be executed in any number of counterparts, each of which shall be  deemed an original, but all of which together shall constitute one and the same instrument.     14.5. No Waiver; No Third Party Beneficiary. None of the terms of this Agreement may be waived or modified except  by an express agreement in writing signed by the parties. There are no representations, promises, warranties, covenants or  undertakings other than those contained in this Agreement. No custom or practice of the parties hereto at variance with the terms  hereof shall constitute a waiver of either party's right to demand exact compliance with any of the terms herein at any time. The  failure of either party hereto to enforce, or the delay by either party hereto in enforcing, any or all of its rights under this Agreement  shall not be deemed as constituting a waiver or a modification thereof, and either party hereto may, within the time provided by  applicable Law, commence appropriate proceedings to enforce any or all of such rights. Except as expressly provided in this  Agreement, no individual or entity other than EFS and Client shall be deemed to have acquired any rights by reason of anything  contained in this Agreement.     14.6. Headings. The headings used herein are for convenience only and shall not be deemed to define, limit or construe  the contents of any provision of this Agreement. The wording of this Agreement will be deemed to be the wording chosen by the  parties hereto to express their mutual intent, and no rule of strict construction will be applied against any such party. Time is the  essence of this Agreement.     14.7. Force Majeure. Neither party to this Agreement shall be liable for its failure to perform any of its obligations  hereunder during any period in which such performance is delayed by circumstances beyond its reasonable control (each a Force  Majeure Event), including but not limited to: fire, act of nature, embargo, riot, or the intervention of any government authority;  provided, however, that as soon as reasonably practicable prior to any such circumstance, and in any event promptly thereafter,  the affected party (a) has so notified the other in writing; (b) takes reasonable measures to avoid or limit the effect or duration of  such circumstances; and (c) cooperates with the other party to reasonably alter its obligations hereunder and/or resume  performance under this Agreement as soon as reasonably practicable. If any such circumstance persists for longer than ninety (90)  days, Client may terminate this Agreement immediately upon written notice without penalty.

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   14.8. Notices. All notices, demands, claims, requests, undertakings, consents and other communications which may or  are required to be given hereunder shall be in writing and shall be deemed to be properly given when personally delivered to the  party entitled to receive the notice or when sent via confirmed email or facsimile, or by United States or International mail, postage  prepaid, properly addressed to the respective parties as follows:    If to Client:    Playboy.com, Inc.  730 Fifth Avenue  New York, NY 10019  Attn: Executive Vice President, Business Development    With a copy to:    Playboy Enterprises International, Inc.  680 North Lake Shore Drive  Chicago, IL 60611  Attn: General Counsel    If to EFS:    eFashion Solutions, LLC  80 Enterprise Avenue South  Secaucus, NJ 07094  Attn: Edward Foy, Jr., CEO    With a copy to:    OlenderFeldman, LLP  2840 Morris Avenue  Union, NJ 07083  Attn: Kurt D. Olender, Esq.    14.9. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws  of the Illinois without giving effect to its conflict of laws principles.

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   IN WITNESS WHEREOF, the parties hereto, intending this Agreement to be effective as of the Effective Date, have  caused this Agreement to be executed by a duly authorized representative of each.



PLAYBOY.COM, INC. EFASHION SOLUTIONS, LLC  By: /s/ Jeremy S. Westin By: /s/ Edward Foy  Name: Jeremy S. Westin Name: Edward Foy  Title: EVP, Business Development Title: CEO

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   Exhibit 1  Playboy Marks & Licensed Domain Names

  * THE GIRLS NEXT DOOR & RABBIT HEAD DESIGN mark may be used in advertising Merchandise bearing the mark only. It  should not be used to advertise other goods, such as PLAYBOY goods. If a cast member of The Girls Next Door models  PLAYBOY clothing for the Playboy Commerce Business or wears PLAYBOY clothing on the show, an informational reference to  that may be made, but THE GIRLS NEXT DOOR & RABBIT HEAD DESIGN mark should not be used in connection with such  informational reference. Examples of acceptable informational references include As seen on The Girls Next Door and Modeled  by the stars of The Girls Next Door.



A. Playboy Marks:  · PLAYBOY  · PLAYBOY.COM  · PLAYBOY STORE  · SHOPTHEBUNNY.COM  · BUNNY  · BUNNY SHOP  · BUNNY(RABBIT HEAD DESIGN)SHOP  · BUNNY(SILHOUETTE)SHOP  · BUNNY COSTUME  · RABBIT HEAD DESIGN  · THE GIRLS NEXT DOOR *  · THE GIRLS NEXT DOOR & RABBIT HEAD DESIGN *  · FEMLIN  · FEMLIN DESIGN  · CYBER GIRL  · CYBER CLUB  · CENTERFOLD  · PLAYBOY CENTERFOLD  · CLASSIC CENTERFOLD  · PLAYMATE  · PLAYMATE OF THE MONTH  · PLAYMATE OF THE YEAR  · PMOY  · INNER VIXEN  · HMH  · HUGH M. HEFNER  · MISS (MONTH)

B. Licensed Domain Names:  · www.playboystore.com  · www.playboycatalog.com  · www.shopthebunny.com  · www.bunnyshopcatalog.com  · www.bunnyshopcatalog.net  · www.bunnyshopstore.com  · Other URLs as may be approved in advance by Client in writing on a case by case basis, including mutually agreed  upon Micro Sites

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





   Exhibit 2    Powered by eFashionSolutions Creative



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   Exhibit 3  Fulfillment Services      Fulfillment Services shall be handled by EFS as follows:    (a) Substantially all Catalog and Website orders, including, without limitation, regular phone, mail direct and online orders,  received by the end of a Business Day will be processed, picked, packed and shipped on the same day received, and in no event  later than the end of the next Business Day. Saturday and Sunday orders will be processed with Monday orders. For purposes of  this Exhibit, Business Day shall mean any day other than a Saturday, Sunday or other day on which commercial banks in the  State of New Jersey for the USA or the applicable country of the Territory are authorized or required by law or executive order  to close and shall begin at 9:00 AM and end at 6:00 PM (Eastern Time).    (b) Substantially all expedited (next day and 2-day delivery) orders, regardless of channel, received in time for the Monday  through Friday 2:00 PM ET cutoff will be picked, packed and shipped that same day. Exceptions: Credit card irregularities, which  cannot be resolved same day, will ship the following Business Day with notification to the customer. In the event of system  problems that prevent turnover to shipper by last pickup, customers will be notified and packages will be shipped expedited the  next Business Day.    (c) Substantially all customer returns will be processed within two (2) Business Days of dock receipt.    (d) Websites order confirmations or back order or cancellation notices to customers will be provided within one (1) Business Day  of receipt. Direct order letters will be produced the next Business Day and substantially all will be mailed that same day.    (e) Exact Merchandise ordered at the price(s) specified will be shipped unless the customer approves a substitution.    (f) Orders will be packed in professional packaging material including appropriate filler to prevent damage while in transit.    Customer Service shall consist of the following:    (a) Telephone-based order processing Monday through Friday, 7:00am to 9:00pm, Saturday and Sunday, 9:00am to 5:00pm  (Eastern Time).    (b) Telephonic and online (e-mail) customer service Monday through Friday, 8:00am to 7:00pm, Saturday, 9:00am to 5:00pm  (Eastern Time).    (c) Customer service shall address inquiries and complaints with respect to any Merchandise, gift certificates, Catalog orders,  Website orders, etc.

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   (d) All costs in connection with postage, printing and stationary expenses incurred by EFS in furtherance of its customer service  obligations hereunder shall be borne solely by EFS.    Order Processing shall consist of the following:    • Mail order processing and data entry  • Phone order processing and data entry  • Fax order processing and data entry  • Check verification processing  • Gift certificate processing and support  • Deposit preparation  • Held order processing for fraud review/AVS  • Customer Service

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





  Exhibit 4  Photography Costs *      Costs per day for a typical photo shoot (based on a 7-day shoot):    Photographer & Assistants: *****    Equipment & Rentals: *****    Set Design: *****    Styling: *****    Make Up Artist: *****    Playmates/Models: *****    Travel & Hotel: *****    Catering: *****    Estimate: *****

* The information set forth in this Exhibit 4 is provided only as an example and estimate of costs associated a typical  photo shoot. Nothing herein shall be deemed or interpreted as a guarantee of costs or expenses that may be encountered  by EFS.

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  Exhibit 5  Guidelines      A. PURPOSE OF GUIDELINES GENERALLY    The purpose of these Guidelines is to help ensure, among other things, that:    1) The Playboy Commerce Business meets the standards of excellence in content, graphic appeal and other qualities that Client and  its affiliates seek to maintain;    2) The Playboy Marks are associated only with material of the type and quality generally associated therewith;    3) The validity and effectiveness of the Playboy Marks and the Playboy Commerce Business and the rights and value therein are  fully protected; and    4) EFS and its affiliates conduct their activities, both relating to the Playboy Commerce Business and otherwise, in a way that does  not jeopardize the Playboy Marks or the reputation and image of any Playboy entity or activity.    B. CONTENT GUIDELINES    *****    C. LANGUAGE    *****    D. PROHIBITED ADVERTISING CONTENT     *****

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   Exhibit 6  Staffing





A. Organizational Chart        *****

B. Client Employees to be Hired by EFS        *****

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  Exhibit 7  Licensee Exclusives Restricting EFS Produced Merchandise    *****

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Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009





  Exhibit 9  EFS Produced Merchandise Approval Process



1. EFS understands and agrees that any and all EFS Produced Merchandise and any other items bearing the Playboy Marks or  intended for use in connection with the Merchandise (hereinafter collectively referred to as the Materials) must be approved  in advance in writing by Client through Client's online approval submission system. The Materials include, but are not limited  to, photography, cartons, containers, labels, wrappers, packaging and other inner and outer packaging materials, fixtures,  displays, artwork and printing, advertising, sales, marketing and promotional materials. EFS shall, at its own expense, submit  to Client or its designee for written approval, samples of any EFS Produced Merchandise and the Materials at each stage of  development thereof, which shall include, but not be limited to: (i) an initial sketch or photograph prior to any manufacture  thereof; (ii) a sample prototype or equivalent acceptable to Client; and (iii) two final production-quality samples of that which  will be mass produced or manufactured. EFS must obtain Client's written approval of each stage of development before  proceeding to the next stage, and in no event shall EFS commence or permit the mass manufacture, advertising, promotion,  sale or distribution of any EFS Produced Merchandise or Materials unless and until EFS has received Client's written  approval of the samples provided pursuant to (iii) of this Section 1. In the event Client fails to provide its approval or  disapproval of any or all things submitted to Client pursuant to this Section 1 within ***** of Client's receipt thereof, EFS  may send written notice to Client advising no response was received. If Client does not respond within ***** of Client's  receipt thereof, then Client shall be deemed to have given disapproval.    2. To ensure that EFS Produced Merchandise and the Materials are constantly maintained in conformance with the previously  approved samples pursuant to Section 1 of this Exhibit 9 above, EFS shall, within ten (10) days of receipt of a request from  Client, send or cause to be sent to Client at EFS' expense: (i) such actual samples requested by Client of the EFS Produced  Merchandise and the Materials EFS is using, manufacturing, selling, distributing or otherwise disposing of; and (ii) a listing or  revised listing of each location where any of the EFS Produced Merchandise and the Materials or either thereof are designed,  manufactured, stored or otherwise dealt with, except to the extent such listing or revised listing duplicates currently accurate  information previously provided. Client and its nominees, employees, agents and representatives shall have the right to enter  upon and inspect, at all reasonable hours of the day, any and all such location(s) and to take, without payment, individual  samples of any of the EFS Produced Merchandise and the Materials as Client reasonably requires for the purposes of such  inspection.    3. If any of the EFS Produced Merchandise or Materials sent or taken pursuant to Section 2 of this Exhibit 9 above or that  otherwise come to the attention of Client does or do not conform in Client's sole opinion to the previously approved samples,  Client shall so notify EFS, in writing, specifying in what respect such of the EFS Produced Merchandise or Materials is or are  unacceptable. Immediately upon receipt of such notice, EFS shall suspend all manufacture, sale and distribution of all such  EFS Produced Merchandise and Materials and shall not resume the manufacture, sale or distribution thereof unless and until  EFS has made

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    all necessary changes to the satisfaction of Client and has received Client's written re-approval of each of such EFS  Produced Merchandise and Materials.    4. Except as otherwise specifically provided in this Agreement, all EFS Produced Merchandise and/or Materials that are not  approved by Client or that are determined by Client to be non-conforming or unacceptable shall not be sold, distributed or  otherwise dealt with by EFS. All such EFS Produced Merchandise and Materials shall be destroyed by EFS with, if Client so  requests, an appropriate certificate of destruction furnished to Client.    5. Any and all sales, distribution or use by EFS of unapproved, non-conforming or unacceptable EFS Produced Merchandise  or Materials shall not only constitute an incurable default under the terms of this Agreement, but such EFS Produced  Merchandise or Materials also shall be considered unlicensed and an infringement of Client's proprietary rights, and Client  shall have the right to bring legal action against EFS for any and all remedies available to Client in addition to the remedies  available under this Agreement. EFS acknowledges and agrees that to the extent EFS has followed the approval process as  outlined in this Exhibit 9 with respect to EFS Produced Merchandise, EFS shall have had notice of any non-approval, non- conformance and/or unacceptability thereof.    6. Client shall have final approval with respect to the following elements of the Products: (i) selection of Client's images for use  on such Merchandise; (ii) manipulation and adaptation of the Playboy Marks for reproduction on such Merchandise; (iii)  approval of strike offs or other pre-production samples as the parties may agree; and (iv) approval of actual materials to be  used for manufacture of such Merchandise.    7. It is specifically agreed by EFS that there shall be no approval by default. No product may be manufactured unless there is a  written approval by Client.

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  Exhibit 10  Payments and Fees    *****

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   Exhibit 11  Location-Based Entertainment Partners      Playboy Club at the Palms Casino Resort  Playboy Mansion at Macao Studio City

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   Exhibit 12  Time & Action Calendar





EFS Transition Key Dates  Date  Contract Signing 1/15/2008  Shipping & Receiving  IRI to Prepare Inventory for Shipment Week of 1/21/2008  3 Stages  60 Days + Week of 1/28/2008  Majority of Inventory Week of 2/11/2008  Final Shipment Week of 3/1/2008  EFS to Receive Inventory

Customer Service  Transfer of 800 numbers 2/15/2008  Test Orders 2/18/2008-2/23/2008  Create Live Chat 2/15/2008  Turn on phone Lines 3/1/2008  IRI terminates taking returns 6/1/2008  Turn off IRI CS Lines 6/1/2008

Site Development  Recreation of current store design 1/1/2008-2/15/2008  Site Testing 2/23/2008  Change DNS from current Host 2/1/2008  Point DNS to new EFS IP 2/27/2008  Go Live 3/1/2008

Other IT  Abacus/Epsilon Integration 1/1/2008-2/15/2008

PLAYBOY/BUNNY SHOP Summer Catalog 2008  START END  PRODUCTION SCHEDULE  Style Out 11/27/2007 Merchandiser  Samples due Final 12/5/2007  Photography 12/10/2007 12/14/2007 Complete  tabletop pre pro 12/7/2007  TableTop Photography 12/10/2007 12/17/2007 Creative  Page Building 12/12/2007 12/25/2007 Creative  Selects Review 1/3/2008 Mktng/Merch/Crtve  Proof One 1/7/2008 1/11/2008 Mktng/Merch  Proof one Revisions 1/14/2008 1/16/2008 Creative  Proof Two 1/16/2008 1/23/2008 Mktng/Merch  Final Proof 1/28/2008 2/1/2008 Mktng/Merch  Release Pages 2/4/2008 2/8/2008 Separator

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          47

Proof Separations 2/11/2008 2/15/2008 Creative/Separator  Files DUE to Printer 2/21/2008 Separator  Printer Proofs DUE 2/22/2008 Printer  Correction Due to Printer 2/22/2008 Creative  ON PRESS 2/25/2008 Printer  PRINTING SCHEDULES  Paper DUE (40 Days Prior) 2/20/2008 Creative  Print Order/Distrib. info Due 2/17/2008 Creative/Mktng  Process Tapes DUE 2/21/2008 Marketing  Postal DUE 3/6/2008 Marketing  Order Form DUE 2/19/2008 Creative  Begin Bindery 2/26/2006 3/2/2006 Printer  DROP 1-IN HOME 3/19/2008 3/21/2008 Printer  DROP 2-IN HOME 4/23/2008 4/25/2008 Printer  DROP 3-IN HOME 5/21/2008 5/23/2008

Source: PLAYBOY ENTERPRISES INC, 10-Q/A, 2/20/2009
Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

Exhibit 99.5

[*] Designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the  Commission.

OPERATIONS AND MAINTENANCE AGREEMENT

Service Provider: Solar Power, Inc.  SEF Host Customer: Aerojet — Phase 1  SEF Site Location: Rancho Cordova, CA

THIS OPERATIONS AND MAINTENANCE AGREEMENT (this Agreement) is made and entered into as of the latest date referenced on the  signature page below (the Effective Date), by and between Solar Tax Partners 1, LLC, a California limited liability company (Owner), and Solar  Power, Inc. (Service Provider). Owner and Service Provider are sometimes hereinafter referred to individually as a Party and collectively as  the Parties.

RECITALS

A. Owner operates a solar energy facility (the SEF), and more particularly defined in Exhibit A hereto on the premises (the Premises)  described in Exhibit B hereto for the purposes of providing electric power to the Owner's host customer, Aerojet — Rancho Cordova, CA (the  User);

B. Owner desires to retain the services of Service Provider to operate and manage the SEF and provide scheduled maintenance of the SEF, and  Service Provider is willing to perform such services upon the terms and conditions set forth in this Agreement.

AGREEMENT

In consideration of the foregoing recitals, the mutual agreements, representations, warranties and covenants set forth in this Agreement and the  Exhibits hereto, and other good and valuable consideration, the receipt of which is hereby acknowledged, Owner and Service Provider agree as  follows:

ARTICLE 1.  RESPONSIBILITIES OF SERVICE PROVIDER

1.1 Appointment of Service Provider.

(a) Owner hereby appoints Service Provider, and Service Provider hereby accepts the appointment, to perform the SEF operations and maintenance  services (Services) on behalf of Owner as of the Services Commencement Date as further described in Exhibit C hereto in accordance with and  subject to the terms and conditions set forth in this Agreement.

(b) Except as otherwise expressly provided in this Agreement, Service Provider shall perform the Services and its obligations under this  Agreement, and act at all times as an independent Service Provider of Owner. None of Service Provider's employees shall be, or shall be  considered to be, employees of Owner. Service Provider shall be fully responsible for the payment of all wages, salaries, benefits and other  compensation to its employees. This Agreement is not intended to create, and shall not be construed to create, and neither Party shall be or  constitute, or be deemed or construed to be or constitute, under any circumstances or for any purpose whatsoever, a partner, joint venturer, agent  (except as specifically provided in this Agreement) or legal representative of the other Party, and the Parties expressly disclaim any intention to  create a partnership, joint venture, association or other such relationship. Neither Party is granted any right or authority to assume or create any  obligation or responsibility, express or implied, on behalf of or in the name of the other Party, or to bind the other Party in any manner (except as  specifically provided in this Agreement).

1.2 Performance of Maintenance Services. Service Provider shall perform the maintenance portion of the Services in a clean, safe, efficient and  environmentally reasonable manner and maintain the SEF in good operating and mechanical condition in accordance with this Agreement and (i)  all applicable laws and permits, (ii) all applicable express warranties and guarantees provided by manufacturers, suppliers, or Service Providers who  provided materials or labor under the Engineering, Procurement and Construction Agreement dated September 30, 2009 (the EPC Agreement)  for the SEF subject to the terms and limitations thereof, and (iii) all manufacturer's maintenance instructions and specifications.

1.3 Performance Objectives. Service Provider shall perform the Services and its obligations under this Agreement in a manner that (a) insures the  operation of the SEF within all required operational parameters and requirements, (b) preserves all warranties provided by manufacturers, suppliers,  or Service Providers who provided materials or labor under the EPC Agreement relating to the SEF, subject to Force Majeure, (c) maintains the SEF,  and

1







(d) seeks to minimize the variable operating costs of and wear and tear on the SEF, including using commercially reasonable efforts to achieve  industry standard levels of SEF availability.

1.4 Non-Covered Services.

(a) The Services shall not include, and Service Provider shall not be responsible for, any operations, maintenance, repair, or other services beyond  the Services set forth in Exhibit C (such non-covered services referred to hereinafter as Non-Covered Services). All work associated with Non- Covered Services will be billed according to the terms of Section 2.2. Any studies or other services required by Owner to review options to  optimize system performance will be provided as Non-Covered Services.

(b) The Performance of any Non-Covered Services by Service Provider shall require a written request from Owner specifying the Non-Covered  Services to be performed by Service Provider. Notwithstanding the foregoing, if (i) the costs of Non-Covered Services to be performed by Service  Provider do not exceed $500.00 in any single instance, or (ii) the Non-Covered Services are provided by Service Provider on an emergency basis to  prevent an imminent danger of injury, loss, or damage (exceeding $500.00), Service Provider shall attempt to notify Owner via telephone prior to the  performance of any Non-Covered Services and shall be authorized to proceed with the performance of such Non-Covered Services upon receiving  verbal approval from Owner. Should Service Provider be unable to contact Owner prior to providing any Non-Covered Services on an emergency  basis, Service Provider shall be authorized to perform such emergency Non-Covered Services without prior approval from Owner and shall notify  Owner immediately thereafter in writing specifying the nature of the emergency and the Non-Covered Services provided.

(c) Service Provider shall perform any Non-Covered Services only to the extent Service Provider is capable of, and licensed to, provide such Non- Covered Services and in accordance with the provisions of this Agreement.

1.5 Permits. Service Provider shall identify, procure, obtain, maintain and comply with all permits that may be required under applicable laws for or  in connection with the performance of Services (and Non-Covered Services as actually provided by Service Provider) and that need to be  procured, obtained and maintained by or in the name of Service Provider. Owner shall provide Service Provider with such assistance and  cooperation as may reasonably be required in order to obtain and maintain all such Permits. Service Provider shall submit copies of all applications  for, and proposed forms of, all such Permits to Owner with sufficient time to allow for Owner's review and approval.

1.6 Cooperation with Other Service Providers. Service Provider acknowledges that Owner has retained, and may from time to time retain, other  Service Providers to provide maintenance, administrative and management services for Owner in connection with the SEF or otherwise at the  Premises. Service Provider shall cooperate and coordinate its activities hereunder with such other Service Providers. Service Provider shall not be  responsible in any way for any services provided by other Service Providers retained by Owner. Owner shall instruct all other Service Providers to  coordinate the performance of services with Service Provider so as to not interfere with Service Provider's performance of Services.

1.7 Personnel Standards.

(a) Service Provider's employees shall be qualified (and if required by applicable law, licensed, certified or registered) and experienced in the  functions to which they are assigned and shall meet the requirements of all permits, all applicable laws and the then-current SEF maintenance  manuals (to the extent copies of which have been provided to Service Provider by Owner). If requested, Service Provider shall provide to Owner  evidence of the competence of such personnel including details of their previous experience and qualifications. If Owner or User reasonably  determines an employee of Service Provider to be under-qualified, disruptive, non-cooperative or otherwise undesirable at the Premises, Owner or  User may request the immediate removal of such employee from the Premises for any existing or future delivery of the Services and the replacement  of such employee with a different employee of Service Provider; provided that Owner or User, as the case may be, will use commercially reasonable  efforts to provide reasonable notice to Service Provider of the need for such proposed removal. Neither Owner's or User's request to Service  Provider to remove an employee, nor Service Provider's removal of an employee following Owner's or User's request, shall relieve Service Provider  of any of its obligations hereunder or be construed as a waiver by Owner or User of any of its rights under this Agreement.

(b) Service Provider shall institute policies to forbid and prevent the possession or use of firearms, alcohol and illegal drugs at the Premises.  Service Provider shall institute policies that require post-accident and for-cause drug or alcohol testing. Service Provider shall institute policies  that require the immediate removal and permanent expulsion from the Premises, and from any activity associated with the Services being performed  at the Premises, of any individual person who at any time is found in possession of firearms, alcohol or illegal drugs at the Premises or otherwise  not in compliance with this Section 1.6.

1.8 O&M Data and Records.

(a) Service Provider shall prepare and maintain all reports and other information relating to the SEF maintenance (the SEF O&M Reports) and  make such SEF O&M Reports available to Owner (i) within ten (10) business days following performance of any Services under this Agreement  and (ii) upon reasonable request at any time

2







by Owner, within ten (10) business days following such request. Service Provider shall make the SEF O&M Reports available to Owner in hard  copy and electronic formats.

(b) Service Provider shall prepare reports and data related to the maintenance of hazardous materials introduced on-site by the Service Provider at  the SEF in a manner complying with all applicable laws.

1.9 Performance of Operational Services Service Provider shall perform the operational portion of the Services in a professional manner consistent  with standards for the management and operation of an SEF of this size and type.

ARTICLE 2.  COMPENSATION AND PAYMENT

2.1 Services Fee.

(a) As full compensation to Service Provider for the performance of Services hereunder, Owner shall pay Service Provider the Services Fee  (Services Fee) set forth on Exhibit D hereto.

(b) Unless agreed otherwise in writing by Owner or pursuant to Section 1.4, the payment of Services Fee shall be full consideration for all time and  materials used by Service Provider in the performance of Services and Service Provider shall not be entitled to any additional cost reimbursement  for any materials used during Services.

2.2 Billing for Non-Covered Services.

(a) In the event that Service Provider provides any Non-Covered Services (or any other services not included within the scope of the Services),  Service Provider shall submit an invoice and Owner shall compensate Service Provider for such services per the Billing Rate Schedule in Exhibit D.  Third party services will be billed directly to Owner by the applicable third party and shall be paid by Owner directly in a timely manner.

(b) Service Provider shall invoice Owner within thirty (30) days of completion of any Non-Covered Services.

2.3 Terms of Payment. Owner shall pay Service Provider within thirty (30) days after the invoice date. Fees are conditioned upon timely payment  and any past due balance will accrue interest at the monthly rate of one and one half percent (1.5%).

2.4 Taxes. Notwithstanding any provision in this Agreement to the contrary, amounts set forth in this Agreement are inclusive of sales, use, ad  valorem, business or any other taxes duties, or other fees, assessments, or charges payable by Service Provider on the Services provided by  Service Provider hereunder.

2.5 User has No Obligation to Pay. Owner and Service Provider each acknowledge that User shall have no obligation to pay any amounts  whatsoever under this Agreement.

ARTICLE 3.  TERM; TERMINATION

3.1 Term.

(a) The term of this Agreement shall commence on the Services Commencement Date and remain effective for ten (10) years (the Initial Term)  unless terminated in accordance with its terms. This Agreement shall be subject to an automatic extension for consecutive one (1) year periods  thereafter (each, an Extension Term and together with the Initial Term, the Term), unless terminated (i) in accordance with its terms or (ii)  upon thirty (30) days' written notice by either Party to the other Party.

(b) Notwithstanding the foregoing, either Party may terminate this Agreement at any time with immediate effect by written notice to the other Party,  if such other Party is in breach of its representations, warranties, obligations and covenants under the terms of this Agreement, which breach has  remained uncured for more than thirty (30) days after initial notice of such breach from the nonbreaching Party to the other Party.

3.2 Obligations Following Termination. Within five (5) days after the termination or expiration of this Agreement, and upon Owner's payment in full  of the amounts due Service Provider under the Agreement, Service Provider shall deliver to Owner all of the SEF O&M Reports, SEF books,  records and property in its possession or under its control, and all materials, supplies, consumables, manuals and any other items furnished to  Service Provider by Owner.

ARTICLE 4.  INSURANCE

4.1 Service Provider Insurance. Within thirty (30) days after the Effective Date, Service Provider shall provide a certificate of insurance and  thereafter shall maintain the following insurance during the Term with insurance carriers reasonably acceptable to Owner:

(a) Commercial General Liability. Service Provider shall provide and maintain commercial general liability insurance with combined single policy  limits not less than Two Million Dollars ($2,000,000) for bodily injury or property damage for each occurrence and in the aggregate, including broad  form contractual liability insurance, broad form property damage, personal injury, products and completed operations insurance.

(b) Automobile Liability. Service Provider shall provide and maintain business auto liability insurance covering owned, non-owned and hired  automobiles in the amount of One Million Dollars ($1,000,000) combined

3







single policy limit for bodily injury and property damage for each accident.

(c) Worker's Compensation. Service Provider shall provide and maintain worker's compensation insurance as required by applicable law where the  Services are performed and employer's liability insurance with a limit of liability of One Million Dollars ($1,000,000) for each accident and in the  aggregate.

(d) Excess Liability Insurance. Service Provider shall provide and maintain excess liability insurance covering employer's liability, commercial  general liability, and business automobile liability, in the amount of Five Million Dollars ($5,000,000) combined single limit policy limit per  occurrence and in the aggregate for bodily injury and property damage.

(e) Primary Insurance. All policies of insurance referred to in this Section 4.1 shall be endorsed: (i) to specify that they are primary to and not  excess to or on a contributing basis with any insurance or self-insurance maintained by Owner, Owner and User (and their respective Affiliates) or  any SubService Providers in respect of losses arising out of or in connection with the Services; (ii) to include Owner, Owner, User and, upon  User's request and if applicable, User's landlord, or a subsequent owner, tenant or subtenant of the Premises as additional insureds; and (iii)  contain a standard severability of interests clause.

(f) Payment of Deductible. The payment of any deductible for any insurance required pursuant to this Section 4.1 shall be the responsibility of  Service Provider, unless the loss covered by such insurance is caused by the negligence or willful misconduct of Owner, its officers, directors,  agents, employees, and assigns, in which case the deductible shall be paid by Owner.

(g) Waiver of Subrogation. Service Provider shall require that its insurers release and waive all rights of subrogation against Owner, User, User's  landlord, if applicable, or a subsequent Owner, tenant or subtenant of the Premises with respect to any insurance carried by Service Provider,  whether or not required by this Agreement.

4.2 General. The provisions of this Article 4 do not modify, change or abrogate any responsibility of Service Provider stated elsewhere in this  Agreement. Owner assumes no responsibility for the solvency of any insurer or the failure of any insurer to settle any claim.

ARTICLE 5.  INDEMNIFICATION

5.1 Indemnification. Each party (Indemnifying Party) shall indemnify the other party, its officers, directors, agents, employees, and assigns  (each, an Indemnified Party), and undertake to defend and hold the Indemnified Party harmless from and against any claim, demand, suits,  cause of action, losses, penalties, obligations, liabilities, damages, and expenses (including court costs, reasonable attorneys' fees, interest  expenses and amounts paid in compromise or settlement) (Loss) arising out of personal injury or third party property damages to the extent  caused by or arising out of the fault of or negligent acts or omissions of the Indemnifying Party.

5.2 Claims for Indemnification. The following provisions shall apply to any claim for indemnification pursuant to this Article 5 (each, an  Indemnity Claim):

(i) If an Indemnified Party determines that it is entitled to indemnification under this Section 5, such Indemnified Party shall promptly notify the  Indemnifying Party in writing of the Loss specifying (to the extent that such information is available) the following: the factual basis for the  Indemnity Claim and the amount of the Indemnity Claim or, if an amount is not then determinable, and, if an estimate is feasible in the  circumstances, an estimate of the amount of the Indemnity Claim;

(ii) a reasonably detailed description of the basis for its potential claim for indemnification with respect to such Indemnity Claim; and

(iii) a complete copy of all notices, pleadings and other papers related to such Indemnity Claim that have been received by the Indemnified Party  prior to the date such notice is provided to Indemnifying Party; provided that failure to give such notice or to provide such information and  documents shall not relieve Indemnifying Party of any indemnification obligation it may have under this Article 5 unless and only to the extent that  such failure shall materially diminish the ability of Indemnifying Party to respond to the Indemnity Claim or to defend the Indemnified Party.

(b) The Indemnified Party agrees to provide all reasonably necessary or useful information, assistance and authority to settle and/or defend any  Loss; provided that failure to do so will not affect the indemnity except to the extent the Indemnifying Party is prejudiced thereby. In the event of a  Loss claimed by a third party, the selection of counsel, the conduct of the defense of any lawsuit, arbitration, or other proceeding, and any  settlement shall solely be within the Indemnifying Party's control, provided that the Indemnified Party shall have the right to participate in the  defense of such Loss using counsel of its choice, at its expense. No settlement that would impose any costs or expense upon the Indemnified  Party shall be made without such Party's prior written consent.

(c) Any dispute as to whether or not the Indemnified Party's right to indemnification applies, and the amount of the Indemnity Claim (as it may  have been compromised or settled by the Indemnified Party, or determined in a proceeding, pending resolution of such dispute) shall be resolved  in accordance with the dispute resolution procedures set forth in Article 6.

ARTICLE 6.  DISPUTE RESOLUTION AND ARBITRATION

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6.1 If disputes or disagreements arise related to this Agreement, Owner and Service Provider each commit to resolving such disputes or  disagreements in an amicable, professional and expeditious manner so as to avoid unnecessary losses, delays and disruptions to the Services.

6.2 Owner and Service Provider will first attempt to resolve disputes or disagreements through discussions between their respective  representatives.

6.3 [reserved]

6.4 In the event of a dispute, claim, or controversy arising out of or in connection with this Contract, the Parties through their designated  representatives or program managers agree to confer and attempt to resolve the matter informally in good faith. If such dispute cannot be resolved  in this manner within ten (10) calendar days after notice of the dispute is given to the other Party, then the matter shall be referred to the Parties'  senior officers for their review and resolution. If the matter cannot be resolved in good faith by such officers within fifteen (15) calendar days  following such referral, the matter shall be submitted to non-binding mediation. Such mediation shall commence no later than thirty (30) calendar  days after submission of the dispute and shall be conducted in the locality where the Services have been performed and in accordance with the  then prevailing rules of the Construction Industry Mediation Rules of the American Arbitration Association. The mediation shall be conducted by  one neutral mediator, who shall have experience in the general subject matter to which the dispute relates and who shall be agreed to by the  Parties. In the event that the dispute is not resolved pursuant to such mediation, each Party may pursue any rights and remedies as each may  have, whether at law or in equity. EACH OF THE PARTIES HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY  DISPUTE ARISING OUT OF OR RELATING TO THIS CONTRACT. During the course of the dispute resolution procedures provided in this  Article 6 (Dispute Resolution), Service Provider shall continue to perform its obligations hereunder in good faith until the final resolution of the  dispute, claim or controversy, so long as there has not occurred an event of default by Owner which is not cured within the applicable period  under Section 3.1.

ARTICLE 7.  CONFIDENTIAL INFORMATION

7.1 Confidentiality.

(a) Confidentiality. Except as required under applicable law, each Party shall hold in confidence all documents and other information, whether  technical or commercial, relating to this Agreement or the design, financing, construction, ownership, operation or maintenance of the SEF that is  of a confidential nature and that is supplied to it by or on behalf of the other Party. The Party receiving such documents or information shall not  publish or otherwise disclose them or use them for its own purposes (otherwise than as may be required by it, its professional advisers, or  potential or actual lenders or investors, or potential or actual subcontractors to perform its obligations or to assert its rights under this  Agreement). Each Party further agrees, to the extent requested by the supplier of such information, to require its subcontractors, vendors,  suppliers and employees to enter into appropriate nondisclosure agreements relative to such confidential information, prior to the receipt thereof.  To the extent reasonably required, confidential information may be made available to potential debt and equity investors and as necessary subject  to a mutually acceptable confidentiality agreement or to respective advisors who are bound to confidentiality by applicable rules of professional  conduct or by mutually acceptable confidentiality agreements. The provisions of this Section 7.1 shall not apply to information within any one of  the following categories or any combination thereof: (1) information that was in the public domain prior to the receiving Party's receipt or that  subsequently becomes part of the public domain by publication or otherwise, except by the receiving party's wrongful act; (2) information that the  receiving Party can demonstrate was in its possession prior to receipt thereof from the disclosing Party and not otherwise subject to an obligation  of confidentiality; or (3) information received by a Party from a third party having no obligation of secrecy with respect thereof.

(b) The obligations of the Parties under this Section will survive for a period of two (2) years from and after the expiration or termination of the  Agreement.

ARTICLE 8.  NOTICES

8.1 Notices. All notices, requests, statements or payments will be made to the addresses and persons specified on the signature page below. All  notices, requests, statements or payments will be made in writing. Notices required to be in writing will be delivered by hand delivery, overnight  delivery or U.S. mail. Notice by hand delivery or overnight delivery will be deemed to have been received when delivered. A Party may change its  address by providing notice of the same in accordance with the provisions of this section.

ARTICLE 9.  ASSIGNMENT; BINDING EFFECT

9.1 Assignment; Binding Effect.

(a) Service Provider shall not, without the prior written consent of Owner, which consent will not be unreasonably withheld or delayed, assign,  pledge or transfer all or any part of, or any right or obligation under, this Agreement, whether voluntarily or by operation of law, and any such  assignment or transfer without such consent will be null and void; provided, however, that notwithstanding the foregoing, Service Provider may,  without the consent of Owner, assign,

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pledge or transfer all or any part of Service Provider's payment rights under this Agreement (i) to any affiliate of Service Provider, (ii) to any party  that acquires Service Provider or all or substantially all of Service Provider's assets, or (iii) for security purposes in connection with any financing  and, provided further, that Service Provider shall remain fully liable for the performance of all of Service Provider's obligations under this  Agreement. Service Provider shall deliver notice of any such assignment, pledge or transfer to Owner in writing as soon as reasonably practicable  thereafter. Owner agrees to execute such reasonable consents to assignment and other documents, and to provide such information, as is  reasonably requested by Service Provider in connection with any such assignment, pledge or transfer. Any payment made by Owner to Service  Provider after the effective date of such assignment, pledge or transfer and within ten (10) business days after receipt of Service Provider's written  notice, shall be deemed payment to the assignee, pledgee, or transferee identified in Service Provider's notice. In addition, Service Provider may  subcontract any or all of its duties hereunder, but no such subcontract shall relieve Service Provider of any such subcontracted duties

(b) Owner may, without the consent of Service Provider, assign, pledge or transfer all or any part of, or any right or obligation under this  Agreement (i) to any affiliate of Owner (including any affiliate of Owner's manager), (ii) to any party that acquires Owner or all or substantially all  of Owner's assets, (iii) to User, or (iv) for security purposes in connection with any financing or other financial arrangements regarding the SEF,  provided, however, that Owner shall remain fully liable as a guarantor for all of its payment obligations under this Agreement. Owner shall deliver  notice of any such assignment, pledge or transfer to Service Provider in writing as soon as reasonably practicable thereafter. Service Provider  agrees to execute such reasonable consents to assignment and other documents, and to provide such information, as is reasonably requested by  Owner in connection with any such assignment, pledge or transfer.

(c) Subject to the foregoing restrictions on assignment, this Agreement will inure to the benefit of and be binding upon the Parties and their  respective successors and permitted assigns.

9.2 Cooperation with Financing. Service Provider acknowledges that Owner will be financing the acquisition of the SEF and Service Provider  agrees that it shall reasonably cooperate with Owner and its financing parties in connection with such financing for the SEF, including the  furnishing of such information and the giving of such certificates; provided that the foregoing undertaking shall not obligate Service Provider to  materially change any rights or benefits, or materially increase any burdens, liabilities or obligations of Service Provider, under this Agreement  (except for providing notices and additional cure periods to the financing parties with respect to Events of Defaults with respect to Owner as a  financing party may reasonably request).

ARTICLE 10.  MISCELLANEOUS

10.1 Hazardous Conditions. Service Provider is not responsible for any Hazardous Conditions encountered at the Premises. Upon encountering  any Hazardous Conditions, Service Provider will stop work immediately in the affected area and duly notify Owner and, if required by any legal  requirements, all government or quasi-government entities with jurisdiction over the Premises. Hazardous Conditions are any materials, wastes,  substances and chemicals deemed to be hazardous under applicable legal requirements, or the handling, storage, remediation, or disposal of which  are regulated by applicable legal requirements.

(a) Upon receiving notice of the presence of suspected Hazardous Conditions, Owner shall take the necessary measures required to ensure that  the Hazardous Conditions are remediated or rendered harmless. Such necessary measures shall include Owner retaining qualified independent  experts to (i) ascertain whether Hazardous Conditions have actually been encountered, and, if they have been encountered, (ii) prescribe the  remedial measures that Owner must take either to remove the Hazardous Conditions or render the Hazardous Conditions harmless.

(b) Service Provider shall be obligated to resume Services at the affected area of the Premises only after Owner's expert provides it with written  certification that (i) the Hazardous Conditions have been removed or rendered harmless and (ii) all necessary approvals have been obtained from  all government and quasi-government entities having jurisdiction over the Premises.

(c) To the fullest extent permitted by law, Owner shall indemnify, defend and hold harmless Service Provider, and its officers, directors, employees  and agents, from and against any and all claims, losses, damages, liabilities and expenses, including reasonable attorneys' fees and expenses,  arising out of or resulting from the presence, removal or remediation of Hazardous Conditions at the Premises

(d) Notwithstanding the preceding provisions of this Section 10.1, Owner is not responsible for Hazardous Conditions introduced to the Premises  by Service Provider or anyone for whose acts they may be liable. To the fullest extent permitted by law, Service Provider shall indemnify, defend  and hold harmless Owner and Owner's officers, directors, employees and agents from and against all claims, losses, damages, liabilities and  expenses, including attorneys' fees and expenses, arising out of or resulting from those Hazardous Conditions introduced to the Premises by  Service Provider or anyone for whose acts it may be liable.

10.2 Governing Law. This Agreement will be governed by the laws of the State of California, without

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giving effect to the conflicts of laws principles thereof. The parties agree to perform their respective obligations under this Agreement in  accordance with applicable laws.

10.3 Entire Agreement; Amendments. This Agreement (including the exhibits, any written schedules, supplements or amendments) constitutes the  entire agreement between the Parties, and shall supersede any prior oral or written agreements between the Parties, relating to the subject matter  hereof. Except as otherwise expressly provided in this Agreement, any amendment, modification or change to this Agreement will be void unless in  writing and executed by both Parties.

10.4 Non-Waiver. No failure or delay by either Party in exercising any right, power, privilege, or remedy hereunder will operate as a waiver thereof.  No waiver by either Party of a breach of any term or provision contained herein shall be effective unless signed and in writing and signed by the  waiving party. No consent by either Party to, or waiver of, a breach by either Party, whether express or implied, shall be construed, operate as, or  constitute a consent to, waiver of, or excuse of any other or subsequent or succeeding breach by either Party.

10.5 Severability. If any part, term, or provision of this Agreement is determined by an arbitrator or court of competent jurisdiction to be invalid,  illegal, or unenforceable, such determination shall not affect or impair the validity, legality, or enforceability of any other part, term, or provision of  this Agreement, and shall not render this Agreement unenforceable or invalid as a whole. Rather the part of this Agreement that is found invalid or  unenforceable will be amended, changed, or interpreted to achieve as nearly as possible the same objectives and economic effect as the original  provision, or replaced to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision, within  the limits of applicable law or applicable court decisions, and the remainder of this Agreement will remain in full force

10.6 No Third Party Beneficiary. Nothing in this Agreement will provide any benefit to any third party or entitle any third party to any claim, cause  of action, remedy or right of any kind.

10.7 No Recourse to Affiliates. This Agreement is solely and exclusively between the Parties, and any obligations created herein on the part of  either Party shall be the obligations solely of such Party. No Party shall have recourse to any parent, subsidiary, partner, member, affiliate, lender,  director, officer or employee of the other Party for performance or non-performance of any obligation hereunder, unless such obligations were  assumed in writing by the Person against whom recourse is sought.

10.8 Counterparts. This Agreement may be executed in any number of counterparts, and in original or portable document format, and by the  different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument, and all of which together  shall constitute one and the same Agreement.

10.9 Further Assurances. The Parties shall at their own cost and expense do such further acts, perform such further actions, execute and deliver  such further or additional documents and instruments as may be reasonably required or appropriate to consummate, evidence, or confirm the  agreements and understandings contained herein and to carry out the intent and purposes of this Agreement.

10.10 General Interpretation. The terms of this Agreement have been negotiated by the Parties hereto and the language used in this Agreement  shall be deemed to be the language chosen by the Parties hereto to express their mutual intent. This Agreement shall be construed without regard  to any presumption or rule requiring construction against the Party causing such instrument of any portion thereof to be drafted, or in favor of the  Party receiving a particular benefit under this Agreement. No rule of strict construction will be applied against any person.

10.11 Access to Premises. Owner shall furnish reasonable access to the Premises in order to allow Service Provider to perform the Services. Service  Provider's access to the Premises (including its agents, employees, and representatives) shall be subject to User's rules and regulations, security  policies and guidelines and access control systems and procedures (as provided by Owner to Service Provider as of the Effective Date). Owner  shall coordinate and provide for User's, or User's agent's, supervision of Service Provider, as may be required by User, in a manner that shall not  disrupt Service Provider's performance of the Services.

10.12 No Claims against the Premises. Service Provider understands and acknowledges that the SEF is separate from, and not an improvement to or  a part of the Premises and that the SEF is separately owned by Owner. Owner, and not User, any owner, landlord, tenant, or subtenant of the  Premises, is solely responsible for the payment of all Services Fees, and Service Providers shall have no claim against the Premises for unpaid  Services Fees. Service Provider agrees not to attempt to record any lien against the Premises for unpaid Services Fees.

10.13 Headings. The headings of the Sections of this Agreement are inserted for convenience of reference only and do not form a part or affect the  meaning hereof.

10.14 Public Announcements. Notwithstanding anything to the contrary set forth herein, each Party acknowledges that the other Party (the  Public Party) is or may become a publicly-held company, and in conjunction with its duties as a publicly-held company, such Public Party may  from time to time be required to report to the public by filing appropriate disclosure statements with the Securities and Exchange Commission on  form 8(k,) periodical reports, or otherwise according to applicable securities laws and regulations, or through press releases (collectively, Public  Information); provided, however, that unless required by law, the Public Party shall not use the other Party's, Owner's, or User's name or brand  in such Public Information without prior written consent of the other Party, which shall not be

7







unreasonably, withheld, conditioned or delayed. To the extent consistent with applicable law, the Public Party shall have given the other Party,  Owner, or User advance notice and an opportunity to review and provide comment on such releases. On the Public Party's request, the other Party  shall provide a written description of information about such Party as it should appear in such filings.

10.15 Force Majeure. Notwithstanding anything to the contrary elsewhere in this Agreement, neither Party shall be liable for any failure to comply  with its obligations under the this Agreement, other than to pay moneys due, to the extent arising out of any circumstances not within the  reasonable control, directly or indirectly, of the Party affected (Force Majeure). Force Majeure shall include fire, explosion, flood, earthquake,  hurricane, tornado, storm, wind or other unusually adverse weather, civil commotions, civil disobedience, war, rebellion, sabotage, acts of civil or  military authority, acts of public enemy, acts of terrorism, boycotts, industry-wide strike or labor difficulties, acts of God, and any actions or  inactions by the local utility, but shall not include any inability to make payments that are due hereunder. Each Party shall be entitled to an  equitable adjustment for its performance obligations hereunder arising from Force Majeure. A Party claiming Force Majeure shall promptly notify  the other party, specifying in reasonable detail the event of Force Majeure, the expected duration, and the steps such party is taking to remedy any  delay.

[SIGNATURE PAGE FOLLOWS]

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Operations and Maintenance Agreement Aerojet 1

INTENDING TO BE LEGALLY BOUND, Owner and Service Provider have signed this Agreement through their duly authorized representatives  effective as of the latest date set forth below.

OWNER:

Date: December 11, 2009

SOLAR TAX PARTNERS 1, LLC

By: /s/ HEK Partners, LLC by William Hedden and Steven Kay

Printed name: William Hedden and Steven Kay

Title: Members

Address:

1838 15th Street

San Francisco, CA

SERVICE PROVIDER:

Date: December 11, 2009

SOLAR POWER, INC.

By: /s/ Todd Lindstrom

Printed name: Todd Lindstrom

Title: Executive Vice President

Telephone: ( 916 ) 745-0900

Address:

1115 Orlando Drive  Roseville, CA 95661

Telephone: (916) 745-0900  Telefax: (916) 721-0428







Opertations and Maintenance Agreement Aerojet 1

EXHIBIT A

SEF DESCRIPTION

3.6 MW SYSTEM

(17,632) SPI SP205 MODULES

(6) (AE 500KW) INVERTERS

(3) 480V-12.7 KV TRANSFORMERS

SEF IS A SINGLE AXIS CONERGY TRACKER SYSTEM

Exhibit A-1







Operations and Maintenance Agreement Aerojet 1

EXHIBIT B

DESCRIPTION OF PREMISES

AEROJET — PHASE 1

RANCHO CORDOVA, CA

Exhibit B-1







Operations and Maintenance Agreement Aerojet 1

EXHIBIT C

SCOPE OF SERVICES

As of the Delivery Date (as defined in the EPC) (Services Commencement Date), Service Provider shall provide the Services marked below as  frequently as indicated below in accordance with the terms and conditions of this Agreement:

MAINTENANCE SERVICE SCHEDULE

Exhibit C-1

          SERVICES         INCLUDED         (ONLY IF         CHECKED)   SERVICE DESCRIPTION   SERVICE FREQUENCY þ



INSPECTION OF SEF'S GENERAL SITE CONDITIONS, PV ARRAYS, ELECTRICAL  EQUIPMENT, MOUNTING STRUCTURE, DATA ACQUISITION SYSTEM, AND  BALANCE OF SYSTEM PROVIDED UNDER EPC.

BI-ANNUALLY (TBD)

          þ     SYSTEM TESTING, INCLUDING STRING LEVEL OPEN CIRCUIT VOLTAGE AND DC  OPERATING AMPERAGE TESTS.   EVERY 2 YEARS

          o     RECALIBRATION OR REPLACEMENT OF DAS SENSORS AND METERS (PER  MANUFACTURER'S INSTRUCTIONS)   EVERY 3 YEARS

          þ     INVERTER PREVENTIVE MAINTENANCE PER MANUFACTURER'S OPERATING  GUIDELINES.   ANNUALLY

          þ    CLEANING OF INVERTER CABINET AIR VENTS   BI-ANNUALLY (TBD)           þ     CLEANING AND CHANGING INVERTER AIR FILTERS (PER MANUFACTURER  WARRANTY REQUIREMENTS)   ANNUALLY

          þ     CLEANING AND REMOVING DUST FROM INVERTER HEAT SINKS (PER  MANUFACTURER WARRANTY REQUIREMENTS)   BI-ANNUALLY (TBD)







Operations and Maintenance Agreement Aerojet 1

Exhibit C-2

          SERVICES         INCLUDED         (ONLY IF         CHECKED)   SERVICE DESCRIPTION   SERVICE FREQUENCY þ



CHECKING TORQUE MARKS AND RE-TIGHTENING APPROPRIATE WIRING  CONNECTIONS TO DESIGN SPECIFICATION TORQUE FORCE (PER  MANUFACTURER'S GUIDELINES)

ANNUALLY

          þ     CLEANING OF PV ARRAY MODULES (USING CLEAR WATER AND SOFT BRUSH  ONLY)   BI-ANNUALLY, AS REQUIRED

          þ     REMOVAL OF ANY MATERIALS (E.G. TRASH, BIRDS NESTS, ETC.) THAT MAY BE  FOUND UNDER THE PV ARRAY MODULES OBSTRUCTING AIRFLOW   ANNUALLY

          þ     INSPECTION, MAINTENANCE AND TESTING OF MECHANICAL TRACKERS,  REPLACEMENT OF FLUIDS   BI-ANNUALLY, AS REQUIRED

          þ     INSPECT ARRAY MOUNTING STRUCTURE, CARPORT STRUCTURE, CONDUIT RUNS,  AND OTHER PHYSICAL COMPONENTS FOR WEAR OR DAMAGE   ANNUALLY

          o    INSPECT AND REPAIR MODULE WATER SPRAY / RINSING SYSTEM   ANNUALLY           þ     INSPECT AND TEST, AS APPROPRIATE, TRACKING ELECTRICAL COMPONENTS  (PER MANUFACTURER'S GUIDELINES)   ANNUALLY

          þ



PROVIDE WRITTEN SEF MAINTENANCE REPORT



TEN (10) BUSINESS DAYS FOLLOWING  PERFORMANCE OF MAINTENANCE  SERVICES







Operations and Maintenance Agreement Aerojet 1

OPERATIONAL AND MANAGEMENT SERVICE SCHEDULE

GENERAL REQUIREMENTS:

OWNER IS OBLIGATED TO SATISFY CERTAIN OPERATIONAL REQUIREMENTS IN CONNECTION WITH THAT CERTAIN POWER PURCHASE AGREEMENT  DATED MAY 8, 2009 (PPA), BETWEEN OWNER AND USER), AND CERTAIN MAINTENANCE AND REPAIR OBLIGATIONS UNDER THAT CERTAIN LEASE  DATED DECEMBER ___, 2009 (LEASE) BETWEEN OWNER AND MASTER TENANT 2008-C, LLC (MASTER TENANT). SERVICE PROVIDER AGREES  TO PROVIDE OPERATIONAL AND MANAGEMENT SERVICES TO OWNER, INCLUDING WITHOUT LIMITATIONS, TO ADMINISTER THE OPERATIONAL  OBLIGATIONS OF OWNER UNDER THE PPA AND THE MAINTENANCE AND REPAIR OBLIGATIONS UNDER THE LEASE, AND TO PROVIDE ADDITIONAL  OPERATIONAL AND MANAGEMENT SERVICES AS SET FORTH BELOW.

OPERATE AND MAINTAIN SEF IN ACCORDANCE WITH PRUDENT INDUSTRY PRACTICES AND APPLICABLE UTILITY STANDARDS AND AS REQUIRED BY  THE INTERNAL REVENUE CODE IN ORDER FOR THE OWNER TO QUALIFY FOR AND MAINTAIN ENERGY CREDITS OR CASH GRANT. [SOURCE: PPA 2 (A)]

INSTALL AND MAINTAIN IN ACCORDANCE WITH PRUDENT INDUSTRY STANDARDS A REVENUE QUALITY METER THAT MEETS UTILITY REQUIREMENTS  WITH ELECTRONIC DAS CAPABILITIES. IF REQUESTED BY USER, SERVICE PROVIDER SHALL TEST DAS ANNUALLY AND CERTIFY RESULTS.  [SOURCE: PPA 6(A)]

PRESERVE ALL PPA DATA FOR A MINIMUM OF TWO YEARS FOLLOWING THE COMPILATION OF DATA. [SOURCE: PPA 6(C)]

ENSURE ALL ENERGY GENERATED BY THE SEF CONFORMS TO UTILITY SPECIFICATIONS, INCLUDING THE INSTALLATION AND MAINTENANCE OF  PROPER POWER CONDITIONING AND SAFETY EQUIPMENT, SUBMITTAL OF NECESSARY SPECIFICATIONS, COORDINATION OF UTILITY TESTING AND  VERIFICATION. [SOURCE: PPA 7(B)]

ARRANGE DELIVERY OF ENERGY OUTPUT TO USER AND ANY INSTALLATION AND OPERATION OF EQUIPMENT ON USER'S SIDE NECESSARY FOR  ACCEPTANCE AND USE OF THE ENERGY OUTPUT [SOURCE PPA 7(C)]

PERFORM ALL INVOICING, INVOICE ADJUSTMENTS, AND INVOICE DISPUTES, AND OTHER ACCOUNTING FUNCTIONS RELATED TO THE OPERATION OF  THE SEF UNDER THE PPA. [SOURCE: PPA 8 AND 9]

Exhibit C-3







Operations and Maintenance Agreement Aerojet 1

PROVIDE AND TAKE REASONABLE MEASURES FOR SECURITY OF THE GENERATING FACILITY AGAINST ACCESS BY UNAUTHORIZED PERSONS,  INCLUDING REASONABLE SECURITY FENCING IF APPROPRIATE [SOURCE: PPA 12(A)]

RESPONSIBLE FOR THE IDENTIFICATION, CLEANUP, REMOVAL, REMEDIATION AND DISPOSAL OF HAZARDOUS MATERIALS USED, GENERATED,  TREATED, STORED OR TRANSPORTED TO THE PREMISES. [SOURCE: PPA 13(E)]

MAINTAIN COMPLETE AND ACCURATE RECORDS ON ALL MATTERS RELATING TO THE SEF AND MAINTAIN DATA AS MAY BE NECESSARY TO  DETERMINE WITH REASONABLE ACCURACY ANY ITEM RELEVANT TO THE PPA. [SOURCE: PPA 17]

TAKE GOOD CARE OF THE SEF; KEEP THE SAME IN GOOD ORDER AND CONDITION; AND MAKE AND PERFORM ALL REPAIRS. ALL REPAIRS SHALL BE  AT LEAST EQUAL IN QUALITY AND COST TO THE ORIGINAL IMPROVEMENTS AND SHALL BE MADE IN ACCORDANCE WITH ALL LEGAL  REQUIREMENTS, AND THE REQUIREMENTS OF THE PPA AND EASEMENT. THE NECESSITY FOR OR ADEQUACY OF REPAIRS SHALL BE MEASURED BY  THE STANDARDS WHICH ARE APPROPRIATE FOR IMPROVEMENTS OF SIMILAR CONSTRUCTION AND CLASS, PROVIDED THAT SERVICE PROVIDER  SHALL IN ANY EVENT MAKE ALL REPAIRS REASONABLY NECESSARY TO AVOID ANY STRUCTURAL DAMAGE OR OTHER DAMAGE OR INJURY TO THE  SEF. [SOURCE: LEASE 5.02]

OPERATE THE SEF AS REQUIRED UNDER THE INTERNAL REVENUE CODE AND CASH GRANT GUIDANCE IN ORCDER TO MAINTAIN THE ELIGIBILITY  OF THE SEF FOR ENERGY CREDITS UNDER SECTION 48 OF THE INTERNAL REVENUE CODE OR APPLICABLE CASG GRANTS UNDER SECTION 1603 OF  THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 [SOURCE: STP1 OA, 4.01(Z), 4.02(W)]

OBTAIN AND MAINTAIN IN GOOD STANDING ALL PERMITS, LICENSES AND GOVERNMENTAL APPROVALS NECESSARY FOR THE OPERATION AND  MAINTENANCE OF THE SEF. [SOURCE: STP1 OA 4.02(B)]

PROVIDE OWNER WITH SUCH INFORMATION AS NECSSARY FOR OWNER AND MASTER TENANT TO MAKE TIMELY, ACCURATE AND COMPLETE  SUBMISSIONS OF REPORTS TO GOVERNMENTAL AGENCIES RELATED TO THE OPERATIONOR MAINTENANCE OF THE SEF. [SOURCE: STP1 OA 4.02 (G)]

COMPLY WITH THE PROVISIONS OF ALL APPLICABLE LAWS IN THE OPERATION AND MAINTENANCE OF THE SEF, INCLUDING WITHOUT LIMITATION,  ALL STATE AND LOCAL ZONING LAWS, BUILDING CODES, HEALTH AND SAFETY CODES AND ALL OTHER GOVERNMENTAL OBLIGATIONS, AND  CONTRACTUAL OBLIGATIONS IDENTIFIED TO SERVICE PROVIDER. [SOURCE: STP1 OA 4.02(H)]

PROVIDE OWNER AND MASTER TENANT OF NOTICE OF ANY WRITTEN OR ORAL NOTICE OF ANY DEFAULT OF FAILURE OF COMPLIANCE; LITIGATION  OR CRIMINAL ACTION OR ADMINISTRATIVE PROCEEDINGS, OR COMMUNICATION FROM ANY LENDER OR OTHER PERSON OR GOVERNMENTAL  AUTHORITY WHICH IS NOT IN THE ORDINARY COURSE OF BUSINESS, WITH RESPECT TO THE SERVICES [SOURCE: STP1 OA  4.02(K)]

Exhibit C-4







Operations and Maintenance Agreement Aerojet 1

IN OPERATING THE SEF, USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ALL CONTRACTS, MATERIALS, SUPPLIES, UTILITIES AND SERVICES  REQUIRED ON THE MOST ADVENTAGEOUS TERMS AVAILABLE, PROVIDED THAT OWNER SHALL BE OBLIGATED TO PAY THE COST OF ALL MATERIALS  AND SUPPLIES. [SOURCE: STP1 OA 4.02(L)]

OPERATE THE SEF IN A MANNER THAT SATISFIES THE REQUIREMENTS OF ALL COVENANTS AND RESTRICTIONS APPLICABLE TO THE PROPERTY,  INCLUDING THE EASEMENT AND THE LEASE, AND PROJECTS GENERATING ENERGY CREDITS. [SOURCE: STP1 OA 4.02(O), 4.02(Y)]

TAKE ALL ACTIONS NECESSARY TO ENSURE THAT THE PROPERTY CONTAINS NO, AND IS NOT AFFECTED BY THE PRESENCE OF, ANY HAZARDOUS  SUBSTANCE, AND TO ENSURE THAT THE PROPERTY IS NOT IN VIOLATION OF ANY FEDERAL, STATE, OR LOCAL STATUTE, LAW, REGULATION, RULE,  OR ORDINANCE, INCLUDING ANY ENVIRONMENTAL LAW. SERVICE PROVIDER SHALL PROMPTLY DELIVER TO OWNER AND MASTER TENANT ANY  NOTICE RECEIVED FROM ANY SOURCE WHATSOEVER OF THE EXISTENCE OR POTENTIAL EXISTENCE OF ANY HAZARDOUS SUBSTANCE ON THE  PROPERTY OR OF A VIOLATION OF ANY FEDERAL, STATE, OR LOCAL STATUTE, LAW, REGULATION, RULE OR ORDINANCE, INCLUDING ANY  ENVIRONMENTAL LAW WITH RESPECT TO THE PROPERTY. [SOURCE: STP1 OA 4.02(S)]

CAUSE TO BE PREPARED AND DELIVERED TO OWNER AND MASTER TENANT THE FOLLOWING:

WITHIN FIFTEEN (15) DAYS OF THE END OF EACH CALENDAR MONTH

(i) A REPORT OF ANY CONSTRUCTION ACTIVITY (INCLUDING MONTHLY DRAW REQUESTS AS AND WHEN SUBMITTED TO THE LENDER; ANY AND ALL  INSPECTION REPORTS DONE BY OR ON BEHALF OF THE LENDER; ALL ARCHITECT'S REPORTS; AND THE MINUTES OF ALL MEETINGS OF THE  MANAGING MEMBER REGARDING ANY ISSUE OF REHABILITATION OF THE PROPERTY);

(ii) REPORTS OF OPERATIONS, INCLUDING AN UNAUDITED COMPARISON OF ACTUAL OPERATING EXPENDITURES DURING THE APPLICABLE  QUARTER WITH THE PROJECTIONS FOR SUCH QUARTER AS SET FORTH IN THE BUDGET APPROVED AND PROVIDED BY MASTER TENANT;

(iii) AN ANALYTIC REPORT OF THE ENERGY PRODUCED BY THE SEF AND COMPARED TO THE PROJECTED PRODUCTION INCORPORATED INTO THE  PROJECTIONS.

(iv) A REPORT OF SUCH OTHER INFORMATION AS MAY BE DEEMED BY THE OWNER OR MASTER TENANT TO BE MATERIAL TO THE OPERATION OF  THE SEF

IMMEDIATELY:

(v) FROM TIME TO TIME AS MAY BE REASONABLY REQUESTED BY THE OWNER OR MASTER TENANT, INFORMATION ON THE STATE OF SEF OR  ANY OF THE SERVICES;

(vi) UPON RECEIPT OF NOTICE OF ANY VIOLATION OF ANY HEALTH, SAFETY, BUILDING CODE, OR OTHER STATUTE OR REGULATION, A DETAILED  STATEMENT

Exhibit C-5







Operations and Maintenance Agreement Aerojet 1

DESCRIBING SUCH MATTERS ALONG WITH ANY WRITTEN NOTICES THEREOF RECEIVED BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENTAL  ENTITY.

(vii) UPON LEARNING OF AN OPERATIONAL CONDITION OR CIRCUMSTANCE WHICH IS EXPECTED TO REDUCE BELOW THE PROJECTED LEVELS THE  AMOUNT OF ENERGY CREDITS, A DETAILED STATEMENT DESCRIBING SUCH MATTERS;

(viii) UPON LEARNING OF ANY MATERIAL DEFAULT OR VIOLATION OF THE EASEMENT, PPA OR UPON ANY TERMINATION OF ANY SUCH  DOCUMENTS, A DETAILED STATEMENT DESCRIBING THE NATURE OF SUCH DEFAULT AND ANY ACTIONS THAT THE SERVICE PROVIDER PROPOSES  TO TAKE IN RESPONSE TO SUCH DEFAULT OR TERMINATION; OR

WITHIN TWO (2) DAYS AFTER RECEIPT BY THE COMPANY:

(ix) COPIES OF ALL REPORTS, NOTICES, FILINGS OR CORRESPONDENCE SENT OR RECEIVED BY THE COMPANY REGARDING THE OCCURRENCE OF  ANY EVENT WHICH HAS OR MAY HAVE A MATERIAL ADVERSE EFFECT ON THE SEF (INCLUDING, WITHOUT LIMITATION, ANY REPORTS, NOTICES,  FILINGS OR CORRESPONDENCE WITH ANY GOVERNMENTAL AGENCY, DEFAULT NOTICES, NOTICES OF REDUCTIONS OR ELIMINATION OF BENEFITS  UNDER ANY FEDERAL, STATE, OR LOCAL PROGRAM PREVIOUSLY ENJOYED BY THE COMPANY, NOTICE OF ANY IRS PROCEEDING INVOLVING THE  COMPANY, NOTICE OF ANY DEMAND FOR PAYMENT OR DRAW UNDER ANY CONSTRUCTION COMPLETION GUARANTEE, PERFORMANCE BOND; OR  LETTER OF CREDIT REGARDING THE COMPANY; AND NOTICES REGARDING THE PROPERTY'S COMPLIANCE WITH ANY REGULATORY  RESTRICTIONS IMPOSED THEREON); AND

(x) COPIES OF ALL LAWSUITS OR LEGAL PROCEEDINGS OR ALLEGED VIOLATIONS OF LAW, AND NOTICES OF ALL ACTIONS TAKEN, OR PROPOSED  TO BE TAKEN, AFFECTING THE SEF.

[SOURCE: STP1 13.04, MT 13.04]

Exhibit C-6







Operations and Maintenance Agreement Aerojet 1

EXHIBIT D

SERVICES FEE SCHEDULE

As full compensation to Service Provider for the performance of Services hereunder, Owner shall pay Service Provider the following Services Fee  after the Services Commencement Date:

The Services Fee will escalate at a rate of three percent (3%) per year beginning at the first anniversary of the Services Commencement Date.

Billing Rate Schedule for Non-Covered Services

Payment for Non-Covered Services shall be on a Time & Materials Basis per the following schedule:

Exhibit D-1

          PAYMENT FREQUENCY INITIAL ANNUAL SERVICES FEE   (AS MARKED)   o QUARTERLY  $41,000    þ SEMI-ANNUALLY   o ANNUALLY

  1.   Service Provider Employees billed at $[*] per hour.

  2.   Subcontractor charges will be billed at cost plus [*] percent ([*]%).

  3.   Materials, travel, lodging and other expenses will be billed at direct cost plus [*] percent ([*]%).

  4.   Hourly Rates listed will escalate at a rate of [*]%  per year beginning at the first anniversary of the Services Commencement Date.

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