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.

Example Input: 1

                                                                 EXHIBIT 10.4

                 LICENSING AND WEB SITE HOSTING AGREEMENT

     This Agreement is entered into on February 26, 1999, (the Effective Date) by and between Mortgage Logic.com, Inc. (Client), with an address at Two Venture Plaza, 2 Venture, Irvine, California 92618 and TrueLink, Inc. (TrueLink), with an address at 3026 South Higuera, San Luis Obispo, California 93401.

     WHEREAS, TrueLink is in the business of (i) developing and licensing interface software (the Interface) to third parties; (ii) providing access to credit bureau information to third parties through the Interface; and (iii) providing certain technical support and programming customization services to users of the Interface substantially similar to those specifically enumerated herein (collectively Support Services); and

     WHEREAS, TrueLink is licensed (or will be licensed) to provide access through the Interface to automated underwriting systems made available by certain third party investors or mortgage insurers (each such system is referred to hereafter as a System, and all systems for which TrueLink is licensed to provide access are collectively referred to hereafter as the Systems); and

     WHEREAS, Client desires to obtain access (for itself and for certain of Client's correspondent broker customers) for communications with, and use of, the Interface, including credit bureau information, by transmitting information and data to and receiving information and data from the Interface and such Support Services as Client may from time-to-time specify; and

     WHEREAS, TrueLink is willing to provide to Client and to certain of Client's correspondent broker customers access to the Interface and various Support Services, subject to the terms and conditions of this Agreement.

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

     1.      DEFINITIONS.

             a.      Browser. The term Browser refers to a program used to provide interactive, graphical access to sites on the World Wide Web.

             b.      Client Content. The term Client Content means all text, words, names, likenesses, trademarks, logos, artwork, graphics, video, audio, HTML, JAVA or other coding, domain names, image maps, links, software applications, or other content that appear on, or are provided to TrueLink by or on behalf of Client for uploading to or downloading from, the Web Site.

             c.      Client's Intellectual Property. The term Client Intellectual Property means, client's designs, customer lists, formulas, procedures, methods, apparatus, ideas, creations, improvements, works of authorship, materials, processes, inventions, techniques, data, know-how,

2

show-how, algorithms, programs, subroutines, tools, patents and patentable materials, copyrights and copyrightable materials and trade secrets.

             d.      Credit Data. The term Credit Data means data of any borrower or loan applicant of Client or BNC Mortgage, Inc., or any of their affiliates, or any of their customers or brokers, provided that such data (i) consists only of raw credit data regarding the creditworthiness of such a borrower or loan applicant provided by third party credit repositories which currently consists of TransUnion Credit Information Services, Equifax Credit Information Services or Experien Information Services that is submitted, transmitted or in any way sent through the Interface and is the later of (I) the later of 31 days old from that date of receipt thereof by TrueLink or that date on which such data is archived pursuant to TrueLink's internal operating procedures consistently applied or (II) such date as may be agreed to between Client and Keith Guy provided that the parties acknowledge that such parties will discuss a date on which such data is similarly archived third party credit repositories as referred in this subparagraph (d) and (ii) is not combined, compared with or against, integrated or presented in any way with any Client Proprietary Information.

             e.      Credit Reporting Agreement. The term Credit Reporting Agreement means the various agreements between TrueLink and each of TransUnion Credit Information Services, Experien Information Services and Equifax Credit Information Services pursuant to which TrueLink is provided raw credit data from time to time.

             f.      TrueLink's Intellectual Property. The term TrueLink Intellectual Property means any or its intellectual property associated with the Interface, including, without limitation, designs, formulas, procedures, methods, apparatus, ideas, creations, improvements, works of authorship, materials, processes, inventions, techniques, data, know-how, show-how, algorithms, programs, subroutines, tools, patents and patentable materials, copyrights and copyrightable materials and trade secrets.





             g.      Internet. The term Internet refers to the global network of computers using the TCP/IP protocol for communication.

             h.      Web Site. The term Web Site refers to the World Wide Web site on which Client Content will appear.

             i.      System Agreements. The term System Agreements means any agreement pursuant to which TrueLink is licensed to provide access to a System.

     2.      LICENSE.

             a.      Grant. TrueLink hereby grants to Client a non-exclusive license to use the Interface in the ordinary course of its business of the origination, underwriting, processing and funding of consumer finance receivables in accordance with this Agreement. Notwithstanding the foregoing, Client is not obligated to utilize the License and is free to acquire, develop, license or otherwise utilize any other hardware, software system, design, formula, procedure or trade secret to provide software and services similar to the ones provided by TrueLink hereunder, so long as such

                                   -2-    3

software or services do not infringe upon any of TrueLink's Intellectual Property. Nothing in the foregoing sentence is meant to affect in any way Client's confidentiality obligations pursuant to Section 10 herein.

             b.      Scope. The license granted to Client pursuant to section 2(a) consists of the following rights:

                     i.      Use and execution of the Interface on a compatible software platform (as such compatibility specifications may be issued by TrueLink from time to time); and

                     ii.     Access to the Interface from multiple computer located at those sites listed on Exhibit A. Client may amend Exhibit A by giving TrueLink written notice of the new sites.

             c.      Term. The license shall last until this Agreement is terminated in accordance with section 12.

             d.      Ownership. Notwithstanding the license granted under section 2.1, TrueLink retains all of its ownership and license rights in the Interface.

     3.      HOSTING SERVICES. TrueLink will provide the following services to Client (the Hosting Services):

             a.      Storage. ___ megabytes (MB) of disk space on TrueLink's servers will be used for storage of the Web Site and any data files associated with the Web Site.

             b.      Response Time. TrueLink agrees to use reasonable commercial efforts, consistent with efforts provided to its other Clients to ensure reasonable response times for users accessing the Web Site. Reasonable response times shall be measured as follows: at a mutually agreed to time Client will conduct three tests of the time that it takes to load the home page of the Web Site from an IBM compatible computer (with a 16550 UART chip and an Intel 80586 300 MHZ processor running Windows 98 or NT and Microsoft Internet Explorer (with the cache turned off) accessing the Web Site over a phone line using a 28.8K baud modem (the results of these tests will be reported to TrueLink upon completion); reasonable response times means that at all times the time it takes to load the home page of the Web Site using a properly configured IBM compatible computer (as set forth above) accessing the Web Site over a phone line using a 28.8K baud modem shall in no event exceed twice the average of the three test response times.

             c.      Bandwidth. ___ MB of monthly bandwidth (data transfer). In the event that the response time is not reasonable as determined under section 3.1 hereof, upon written notice from Client, TrueLink will, within a reasonable period of time, use reasonable commercial efforts to increase the bandwidth as necessary to make the response time reasonable.

             d.      Availability. The Web Site will be available Client's to Internet users approximately 24 hours a day, seven days a week, normal maintenance and unforeseen hardware or communications problems excepted. To minimize server downtime during peak usage periods,

                                   -3-    4

TrueLink will take all reasonable actions to attempt to schedule routine maintenance between the hours of 8:00 p.m. to 5:00 a.m. pacific standard time.

             e.      Access. Client will have access to Interface usage statistics and raw log files in real time via the Interface.

             f.      Backups. TrueLink will backup the Interface and all data files associated with it at least once each day and will store the backup materials in a safe, secure location, suitable for magnetic media, and not at





the same location as TrueLink's server.

             g.      Internet Connection. TrueLink will maintain redundant connections to the Internet on diverse backbones.

             h.      Domain Names. TrueLink shall provide assistance to Client in securing one or more domain names, sub-domain names or URL's associated therewith; provided that prior to TrueLink providing such assistance, Client shall engage in an appropriate trademark search reasonably satisfactory to TrueLink in order to establish that no domain name proposed by Client shall infringe upon the trademark, service mark, name, or logo of any third party. TrueLink will not be responsible for, or have any liability in connection with, the operation of the Web Site with respect to online commercial transactions, or for the transmission accuracy or completeness of any data or information to or from the Web Site or through the Interface by Client or Client's customers.

             i.      Credit Bureau Information. TrueLink shall transmit such credit data to Client through the Interface as may be permitted under the Credit Repository Agreements and applicable law, each as in affect from time to tome, and in accordance with the certain Credit Bureau Agreement between TrueLink and Client dated of even date herewith. Subject to the foregoing, Client shall order TrueLink a credit report on each borrower for which an underwriting approval is requested through a System using the Interface. TrueLink makes no representation or warranty, and shall have no liability for the truth or completeness of any data so transmitted.

     4.      SUPPORT SERVICES. For a period of not less than ____ months, TrueLink will make available to Client the services of at least one programmer identified by TrueLink and reasonably acceptable to Client to provide such Support Services as Client may reasonably request to TrueLink in writing for purposes of permitting Client to use the Interface in accordance with the License granted under Section 2 hereof and the other terms and conditions of this Agreement.

     5.      COMPENSATION.

             a.      Client will pay TrueLink's fees for requested Hosting Services and Support Services pursuant to the schedule of charges set forth on Exhibits A and B attached hereto, (but not less than $____ per month for the Hosting Services and $____ per month for Support Services). For any other services agreed to between the parties, Client will pay TrueLink fees which will be determined by the parties and will vary depending on the services utilized. TrueLink will provide Client with an invoice for the requested Hosting Services and Support Services and any other agreed-upon services on a monthly basis. Invoices will be paid within 15 days of receipt.

                                   -4-    5

     6.      DOCUMENTATION AND DISPUTES. Client will be provided upon request with documentation supporting the amount charged (other than the minimum monthly fees listed in Section 4) and will be entitled to contest any charge (other than the minimum monthly fees listed in Section 4), provided that Client timely pays all contested amounts. TrueLink agrees that the costs for any Hosting Services will not increase for a period of one year from the date of this Agreement and that rates charged for Hosting Services will not exceed that charged by TrueLink to any other party.

     7.      UNSOLICITED COMMERCIAL E-MAIL.

             Client shall not engage in the practice commonly known as spamming pursuant to the rights granted hereunder. This includes but is not limited to, the following: posting an article or advertisement to more than ten (10) news groups, forums, e-mail mailings lists or other similar groups or lists; or sending unsolicited mass e-mailings to more than twenty-five (25) e-mail users, if such unsolicited e-mailings provoke complaint.

     8.      COVENANTS AND WARRANTIES OF CLIENT

             a.      Compliance with Laws. Client will comply in all material respects with applicable state and federal consumer credit reporting, privacy and similar laws in connection with its use of the Interface.

             b.      Notification. Client shall not represent that loan underwriting decisions related to loans originated by using the Interface are in any way made by TrueLink in communicating all loan approvals or denials in accordance with the foregoing.

             c.      Limitation on Access. Client will use reasonable commercial efforts consistent with the protection of Client Proprietary Information to restrict access to the Interface to its officers, employees, and agents as may be approved by Client.

             d.      Use of Credit Data during the term of this Agreement. Client hereby grants to TrueLink the nonexclusive worldwide right and license to use, distribute, disseminate, license, resell, exploit, upload, display, copy and store Credit Data subject to the limitations set forth in and in accordance with the Non-Competition Agreement.

             e.      Representations of Client. Client represents and warrants: (a) Client is the owner, valid licensee, or authorized user of the Client Content, (b) to Client's actual knowledge the use of the Client Content shall not infringe the copyright, trade secret, trademark or other proprietary or intellectual property right of any third party, or constitute a definition,





invasion of privacy, or violation of any right of publicity or other third party right, (c) the Client Content complies in all material respects with applicable federal and state laws regarding posting or transmitting data which is threatening, obscene, indecent, defamatory or in violation of report control was, and (d) to Client's actual knowledge Client Content shall be free at the time provided to TrueLink from viruses, worms, Trojan horses, and any other malicious code.

                                   -5-    6

             f.      Spamming. TrueLink reserves the right at any time to implement technical mechanisms to prevent Client engaging in illegal or obscene activity or in spamming, TrueLink reserves all legal and equitable rights in enforcing this policy.

     9.      TRUELINK WARRANTIES. TrueLink represents and warrants that the Interface and all related software (i) is designed to be used before, on and after January l, 2000; (ii) will operate before, on and after January 1, 2000, in the processing of dates, including without limitation calculating, comparing, indexing and sequencing; and (iii) will successfully transition from December 31, 1999, to January 1, 2000, without human intervention. At Client's request, TrueLink will provide sufficient evidence to demonstrate adequate testing of the Interface and all related software to meet the foregoing requirements. Client will provide reasonable access to TrueLink make any repairs necessary to comply with this section and make any upgrades specified by TrueLink to so comply, all at TrueLink's sole cost and expense, to the extent such upgrades were not previously requested by Client pursuant to previously requested Hosting Services or Support Services as set forth herein.

     10.     CONFIDENTIALITY.

             a.      Client acknowledges its responsibility to preserve the confidentiality of certain technology, information, and documentation embedded in the Interface and agrees to respect the confidential nature of the Interface. Notwithstanding anything to the contrary contained in this Agreement, it is understood and agreed that Client's confidentiality obligations relating to any System and any data, documentation, or other output from such System shall include those specified in any agreements between Client and the licensor of the System.

             b.      TrueLink acknowledges its responsibilities to preserve the confidentiality of all results of the Support Services, Client's Intellectual Property, and subject to Section 8(d) herein Client Confidential Information.

             c.      The parties hereto recognize that certain of the information and documentation previously provided or that may in the future be provided by a party to the other related to the matters covered by this Agreement includes privileged, confidential and proprietary information belonging to such party (a party's Proprietary Information) which, if disclosed, could result in substantial and irreparable harm to such party. For information and documentation to qualify as a party's Proprietary Information, such information must either be marked Confidential or otherwise identified in writing as confidential at or prior to the time of its delivery to the other hereunder. Notwithstanding the foregoing, the following matters will automatically be deemed TrueLink Proprietary Information, whether or not specifically marked or designated as such: (i) any implementation information or user's guides for the Interface, (ii) any advance releases of TrueLink promotional material, (iii) information concerning TrueLink's business plans and strategies, and (iv) TrueLink's customer list. Notwithstanding the foregoing, the following matters will be automatically deemed Client Proprietary Information: Client's Intellectual Property, all results of the Hosting and Support Services, including any information or materials of any type or nature, tangible or intangible, disclosed by Client as a result of the TrueLink's relationship with Client relating to the business, products or technology or potential business, products or technology of Client, business plans, financial information, borrower and loan data technical specifications, design concepts,

                                   -6-    7 technical information, customer lists, pricing information, marketing plans and other similar information pertaining to Client. Each agrees to treat all of the other Proprietary Information and all materials as strictly confidential, except to the extent otherwise agreed by the other in writing. Except to the extent otherwise agreed by both parties in writing, party further agrees to treat all of the other Proprietary Information and all materials which it prepares using or based on the other's Proprietary information or any portion thereof (the Derivative Documentation) as strictly confidential, including, without limitation, any notes made and all reports prepared in connection with this Agreement.

             d.      Notwithstanding the foregoing, the restrictions on disclosure and other obligations set forth above with respect to Proprietary Information or Derivative Documentation shall not apply when, and to the extent that such Proprietary Information or Derivative Documentation: (i) is or becomes generally available to the public through no fault of the receiving party; (ii) was previously known to the receiving party free of any obligation to keep it confidential; (iii) is subsequently disclosed to the receiving party by a third party who may transfer and disclose such information without restriction and free of any obligation to keep it confidential; (iv) is independently developed by the receiving party or a third party without reference to or any use of the





disclosing party's proprietary information; or (v) is required to be disclosed by the receiving party as a matter of law, provided that the receiving party uses all reasonable efforts to provide the disclosing party with at least ten days' prior notice of such disclosure.

     11.     STANDARD OF CARE. TrueLink shall perform the Hosting and Support Services and any other agreed-upon services for Client with the same degree of care, skill and prudence customarily exercised by it for its own operations.

     12.     INDEMNITY.

             a.      Client shall indemnify and hold TrueLink, its affiliates, directors, officers, employees, agents and licensors harmless from and against all claims, actions, expenses, losses, and liabilities, including reasonable attorneys' fees, arising from or relating to the following: (i) any claim arising out of any breach by Client of this Agreement, (ii) any claim or demand resulting from any act or omission by Client or any customer of Client granted access to the Interface by Client which constitutes a breach of or default by TrueLink under any System Agreement or Credit Repository Agreement, which breach or default has either not been cured or cannot be cured within the applicable cure period and the consequences of which is that TrueLink will lose material rights it has pursuant to said Agreements or a violation of any state or federal law, rule or regulation (iii) any claim arising out of or relating to the Web Site or Client Content (including, but not limited to, any claim resulting from any content posted to the Web Site by Client or Client's employees, agent or any customer of Client granted access to the Interface by Client), without regard to any knowledge limitation or qualification that may be contained in this Agreement, and (iv) injury or damage to person or property caused by a product, service, or information, whether or not defective, that is sold, distributed or transmitted from the Web Site.

             b.      TrueLink shall indemnify and hold Client harmless, its affiliates, directors, officers, employees, agents and licensors harmless from and against all claims, actions, expenses, losses, and liabilities, including reasonable attorneys' fees, arising from or relating to any

                                   -7-    8

claim arising out of any breach by TrueLink of this Agreement or any failure by TrueLink in the performance of any of its obligations or agreements hereunder.

     EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TRUELINK DISCLAIMS ANY AND ALL EXPENSES WARRANTIES, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES OF MERCHANTABILITY OR FOR ANY MATTER RELATING TO THE ACCURACY OR COMPLETENESS, OR TIMING OF TRANSMISSION OF ANY DATA SUBMITTED THROUGH THE INTERFACE OR TO OR FROM THE WEB SITE.

     IN NO EVENT SHALL TRUELINK'S LIABILITY FOR ANY MATTER ARISING UNDER OR RELATED TO SECTION 3, 4, 7 AND 11 THIS AGREEMENT (OTHER THAN DUE TO A BREACH RESULTING FROM TRUELINK'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) EXCEED THE TOTAL COMPENSATION PAID FOR HOSTING AND SUPPORT SERVICES OVER THE IMMEDIATELY PRECEDING 12 MONTHS PERIOD.

             13.     TERM OF AGREEMENT. This Agreement will take effect on the Effective Date and remain in effect for a period of 1 year; provided, that Sections 2 and 3 level shall terminate promptly upon (a) any action or omission by Client or any of its customers which constitutes a breach of or default by TrueLink under any System Agreement or Credit Repository Agreement, which breach or default has either not been cured or cannot be cured within the applicable cure period and the consequences of which is that TrueLink will lose material rights it had pursuant to said Agreements or (b) any violations or breach by Client of Sections 8a - 8c. This Agreement shall renew automatically thereafter for successive one year periods until terminated pursuant to Section 12 herein or unless either Client or TrueLink deliver to the other written notice of intent not to renew no later than thirty (30) days prior to the end of said year. If Client decides to discontinue its Hosting Service, Client is responsible for arranging for a new name server within 30 days. In case of discontinued Service, Client shall retain full ownership of all domains associated with Client and Client Content. If Client decides to discontinue Hosting Service, Client is responsible for arranging for a new hosting environment within 60 days.

             14.     TERMINATION. Subject to Section 4 hereof, TrueLink will continue to provide the requested Hosting Services and Support Services until the last day of the month following the month in which Client provides TrueLink with a written notice of its election to terminate this Agreement.

             15.     ASSIGNMENT OR TRANSFER. Neither party shall assign or transfer any of its rights under this Agreement without the prior written approval of the other party, except no such approval shall be required for an assignment to a financially responsible affiliate.

             16.     MODIFICATIONS. This Agreement may be amended at any time and from time to time, but any amendment must be in writing and signed by the party to be charged.

             17.     WAIVER. No waiver of any provision of this Agreement will be valid unless it is in writing and signed by the party against whom it is sought to be enforced. No waiver at any time of any provision of this Agreement will be deemed a waiver of any other provision of this





                                   -8-    9 Agreement at that time or a waiver of that or any other provision of this Agreement at any other time.

             18.     UNDEFINED TERMS. Terms that are not specifically defined in this Agreement are used as set forth in the California Uniform Commercial Code.

             19.     POWER AND AUTHORITY. Each party represents to the other that it has all necessary power and authority to enter into and perform its obligations under this Agreement. The individuals executing this Agreement on behalf of each party represent that they have authority to do so.

             20.     NOTICES. All notices required or permitted to be sent under this Agreement shall be in writing and shall be sent to the parties at the addresses set forth in the preamble of this Agreement, or to such other addresses and to such other individuals of which either party may notify the other in a notice which complies with the provisions of this subsection. All notices will be deemed given (i) when delivered by hand, (ii) one (l) day after delivery to a reputable overnight carrier, or (iii) three (3) days after placement in first-class mail, postage prepaid, return receipt requested.

             21.     CUMULATIVE RIGHTS. The rights and remedies of the parties hereunder are cumulative and are in addition to, and not in lieu of, all rights and remedies available at law and in equity.

             22.     CAPTIONS. The captions in this Agreement are included for convenience of reference only and will not be construed to define or limit any of the provisions contained herein.

             23.     JOINT DRAFTING AND NEUTRAL CONSTRUCTION. This Agreement is a negotiated document and shall be deemed to have been drafted jointly by the Parties, and no rule of construction or interpretation shall apply against any particular party based on a contention that the Agreement was drafted by one of the Parties including, but not limited to California Civil Code section 1654, the provisions of which are hereby waived. This Agreement shall be construed and interpreted in a neutral manner.

             24.     VALIDITY OF AGREEMENT. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected or invalidated. The provisions of Sections 1 and 5 through 30 this Agreement will survive the expiration or termination of this Agreement.

             25.     ENTIRE AGREEMENT. This Agreement, including all Exhibits, contains the entire agreement of the Parties relating to the rights granted and obligations assumed herein. Any oral representations or modifications concerning this instrument shall be of no force or effect unless contained in a subsequent written modification signed by the party to be charged.

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             26.     APPLICABLE LAW. This Agreement shall be governed, construed and interpreted in accordance with the laws of the State of California (without respect to principles of conflicts of law).

             27.     VENUE. Any and all disputes between the parties that cannot be settled by mutual agreement shall be resolved solely and exclusively in the state or federal courts located within San Luis Obispo County, California, and each party consents to the jurisdiction of such courts and irrevocably waives any objections thereto, including without limitation, on the basis of improper venue or forum non conveniens.

             28.     ATTORNEY FEES AND COSTS. In any action brought under this Agreement, the prevailing party shall be entitled to recover its actual costs and attorney fees pursuant to California Civil Code section 1717 and all other litigation costs, including expert witness fees, and all actual attorney fees and litigation costs incurred in connection with the enforcement of a judgment arising from such action or proceeding. The provisions of the preceding sentence shall be severable from the provisions of this Agreement and shall survive the entry of any such judgment.

             29.     NO PARTNERSHIP OR JOINT VENTURE. The parties hereto understand and agree that TrueLink is furnishing its services and the Interface to Client on its own behalf and not on behalf of the System providers. Client understands and agrees that authorization to use the System must be obtained from the System providers. In no event will TrueLink offer the Systems without such authorization from the System providers. Nothing contained herein will be construed to create any association, partnership, joint venture or any agency relationship between the parties hereto.

             30.     FORCE MAJEURE. TrueLink will be excused from delays in performing or from failing to perform its obligations under this Agreement to the extent the delays or failures result from causes beyond the reasonable control or TrueLink. However, to be excused from delay or failure to perform, TrueLink must act diligently to remedy the cause of the delay or failure.

Dated:                                   TRUELINK, INC.





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

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

Dated:                                  MORTGAGE LOGIC.COM, INC.       --------------------------

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

                                   -10-    11

                                Exhibit A

                       Charges for Hosting Services

 [To be agreed to by and between TrueLink and Client prior to the Closing]

                                   -11-    12

                                Exhibit B

                       Charges for Support Services

 [To be agreed to by and between TrueLink and client prior to the Closing]

                                   -12-
Example Output: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

Example Input: Exhibit 10.1

KALLO Inc.



STRATEGIC ALLIANCE AGREEMENT

MOBILECARE









STRATEGIC ALLIANCE AGREEMENT - MOBILE CARE      This Agreement is made by and between:    KALLO Inc.    With principal offices at 15 Allstate Parkway, Suite 600, Markham, ON L3R 5B4., Canada (KALLO)          AND       Petro data Management Services Limited.,          With principal offices at Motorways Center, Block-B, 1 Motorways Avenue Alausa, Ikeja, Lagos, Nigeria (PDMS)          AND       Gateway Global Fabrication Ltd.,       With principal offices at No-2 Olodu Street, Off Oluobasanjo Road, Portharcourt, Rivers state, Nigeria. (Gateway) As of the date  set forth below.       Whereas, Kallo is the developer, owner and licensor of certain Mobile Care Suite of Products packages designated as the subject  matter of this Agreement:       Whereas, PDMS and Gateway (Agent) desires to become a business associate of Kallo for the region of Nigeria, under the terms  and conditions hereof;    Now therefore, all the parties agree as follows:

     For the purposes of this Agreement, the following definitions will apply:  Business Associate means the Kallo Authorized Agent who could be an individual, organization, or company that  desires to represent the Kallo Mobile care suite of products of Kallo Inc., to the end user (customer) market. The  Business Associate as it will be defined in this agreement sells the Kallo Mobile care product suite only. Kallo will be  fully responsible for the training and implementation of the client

  KALLO - MOBILECARE

1.DEFINITIONS

Page 2





    following the sale directly by Kallo Inc., or through it's wholly owned Canadian subsidiary, Kallo Technologies Inc.,       KALLO means Kallo Inc. and/or its wholly owned subsidiary Kallo Technologies Inc.,       Customer means the end user of the Kallo Mobile care suite of Products that enters into the Kallo Mobile care Suite  of Products End User License Agreement (EULA).       Schedule A means the Kallo supplied executable pricing proposal form which must accompany any EULA for the  Kallo Mobile care suite of Products in order to be accepted by Kallo.    Kallo Mobile care suite of Products means Kallo products as specified in Schedule A.       EULA means the license agreement (headed End User License Agreement)  between the Customer (end-user)  and Kallo that sets forth the terms and conditions governing the Customer's use of the Kallo Mobile care suite of  Products.       Book of Business means the sales made by the Agent with the flow of income from those sales paid under this  Agreement, all of which belongs to the Agent in right, title and interest. The Book of Business is that portion of each sale  belonging to the Agent under the commission percentage agreed to at the time of sale and the continuing flow of income  produced so long as the customers pay to use the Kallo Mobile care suite of products license.    Material Breach means the violation of the payment terms herein, copyright or trademarks, an attempt to replace or  abet others to replace Kallo Mobile care suite of products or services at any existing or potential customer with  competing products and any act of malicious conduct by the Agent to disparage Kallo without any justification and  malicious conduct against Agent by Kallo.       Non Material Breach means serious neglect of Agent's customers by the Agent in regards to support and services  and any other breach of the terms of this agreement for which the cure of such shall be completed by the Agent within  sixty days from written notice of violation.    Certified Sales Agent means a Sales Agent who has completed the initial Sales and Technical Training program and  any consecutive

  KALLO - MOBILECARE

Page 3





    training program provided and mandated by Kallo and who abides by the terms and conditions of the certification  program as outlined herein.













  KALLO - MOBILECARE

2.KALLO SALES AGENT PROGRAM TERMS AND CONDITIONS

a) Appointment: Kallo hereby conditionally appoints Agent as a Sales Agent, and Agent accepts in accordance with  the provisions of this Agreement the terms of the Kallo Sales Agent Program.

b) Responsibilities: Responsibilities of the Agent (PDMS and Gateway) are defined in Schedule C. Failure to comply  with this will be considered a material breach of this agreement. This also includes responsibilities for Kallo and the  project management entity (BASCIC) appointed jointly by Kallo and the Agent.

c) Certified Sales Agent: Agent accepts and acknowledges that the Kallo 3 day Sales and 5 day Technical Training  Program is required to be completed by the Agent within 90 days of execution of this agreement. Agent is required  to pay a Training program fee of $10,000.00 for the Kallo Mobile care suite of Products on or before the date of  execution of this agreement for the Authorization of Agent under this agreement by Kallo. Agent shall pay $1000/- per day for any additional days of training requested by Agent and all travel expenses plus per diem for the Kallo  representative instructing the program will be due and payable to Kallo on or before execution of this agreement. Certification is mandatory for Agent to become certified to represent the Kallo Mobile care suite of products  licensed under this agreement and to benefit from commissions allocated to Agent as outlined in Schedule A of this  agreement. Non-compliance of this Section (2), subparagraph (c) on the part of the Agent will automatically void this  agreement.

d)All sales made by the Agent of the Kallo Mobile care suite of products shall create a Book of Business owned by  the Agent, which constitutes all funds due to Agent under this agreement flowing from each sale for a period not to  exceed 36 months from the date of acceptance by Kallo of the Client EULA or until the EULA terminates under the  provision that are outlined therein of the Kallo Mobile care suite of products.

e)Agent is required bi-monthly to report all prospects, sales activity, activity reported on Kallo provided leads, and any  current client

Page 4





    accounts relating to the Kallo Mobile care suite of products to the Kallo Sales and Marketing department in an  electronic format following the execution of this agreement. Kallo offers and enforces lead and current account  protection for Sales Agents. Kallo shall not allow another Agent to solicit the existing Agents book of business  unless it is understood by all parties the end user client desires the transfer. Kallo shall use its best reasonable  efforts to protect the Agent from aggressive solicitation by another Agent taking any part of the Agent's book of  Business. The report MUST include the Business Name, Key Contact name, telephone number, and address.









  KALLO - MOBILECARE

f) Exclusivity of territory (Nigeria): Agent's appointment shall be exclusive for the Kallo Mobile care suite of  products and services marked in Schedule A to this Agreement. Such appointment constitutes a grant of specific  territory of Nigeria. Exclusivity is granted for the region of Nigeria, The Agent is expected to confirm the first  purchase order as per Schedule D with the down payment within thee (3) months of execution of this agreement and  in order to retain the exclusivity of the territory the Agent shall achieve the target commitment in Schedule D.

g)Agent shall be supplied with marketing material at no cost to agent in electronic format only. Print and mail expense  are the responsibility of the Agent. Web design services, press release services, trade show design services,  marketing content services, and listing services are provided at no cost to Agent as it relates to the Kallo Mobile care  suite of products

h) Marketing and Sales Plan: The Agent shall prior to the signing of this agreement submit and have approved by  Kallo a Marketing and Sales Plan for no less than 3 years committing the sale of no less than 15 Mobile Medical  Clinics, 5 Mobile Clinics in twelve month period following the signing of this agreement as referred to in Schedule D,  with minimum growth per annum thereafter of 20% cumulative. Failure to do this will be considered a material  breach of this agreement.

i)Kallo shall not change the marketing and sales plan during this agreement without first discussing it with Agent and  in the event that mutual agreement cannot be reached will provide at least 12 months' notice of any such change.  Should agreement not be reached, Agent may maintain its existing book of business and cease making sales under  this agreement without prejudice so

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    long as Agent meets its support obligations to its clients and financial obligations to Kallo.













  KALLO - MOBILECARE

j) Competence: Agent agrees to comply in full with Section (2). Subparagraph (c) of this agreement and provide and  acquire appropriate staffing, training and any other requirements for the marketing, and sales of the Kallo Mobile  care suite of products, and to comply with the Kallo training, support, shipping and payment terms.

k) Conduct: Agent shall undertake no acts injurious to the business or goodwill of Kallo. Agent shall use its best  efforts to promote Kallo and its products and service and shall promptly report and follow up all leads provided.  Agent may not offer or promote competitive products without the consent of Kallo.

l) Independent Entities: Notwithstanding the use of the designation Sales Agent. Agent is an independent  contractor and shall at no time have the power  i.to bind Kallo;  ii.to alter or change any terms, conditions, warranties or covenants made by Kallo or  iii.to create in favor of any person any rights, which Kallo has not previously agreed in writing.

m) Form of Relationship: The relationship under this Agreement shall not create any legal partnership, franchise  relationship, agency or other form of legal association between the parties, which would impose a liability of one  party upon the other.

n) Insurance: Agent or its successors shall maintain during the term of this Agreement and while it is still responsible  for its Book of Business:  i.All required workers' compensation or similar insurance;  ii.Comprehensive general liability insurance. Agent shall promptly supply Kallo with proof of such insurance  upon request. Kallo shall maintain comprehensive general liability and errors and omissions insurance for the  Kallo Mobile care suite of products. Kallo shall promptly supply Agent with proof of such insurance upon  request.

o) Records: Agent shall supply to Kallo the full business data of each customer as a qualified prospect and at the time  of sale and shall, during this Agreement and while it is still responsible for its

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    Book of Business, and for a period of one year after the termination of this Agreement maintain records  sufficient for Kallo to verify amounts due under this Agreement relating to the contracts, invoices, accounts,  complaints, and other transactions relating to the placement and licensing of the Kallo Mobile care suite of  products. Kallo may directly, or through its Agent at any time during normal business hours, upon no less than 10  business days' notice, and for any reason inspect such records and other financial information relevant to Kallo  Mobile care suite of products as sold by Agent to its end users, solely for the purpose of verifying amounts due  under this Agreement. Any such information will be confidential information of Agent subject to the provisions of  Section 4.







     Warranties:



  KALLO - MOBILECARE

p) Sub-Agents: Agent shall not be permitted to establish sub-Agents without the express written consent of Kallo.

q) Corrupt Practices: Agent represents that it will not make any payment or transfer anything of value, directly or  indirectly, to any government official or employee; to any officer, director, employee, or representative, or Agent of  any actual or potential customer; or to any other person or entity if such payments would violate applicable laws.

r) Prospects: Agent will provide Kallo with a list of active prospects on a regular basis as outlined in Section (2)  Subparagraph (e) of this agreement. Kallo will use its best efforts to protect these prospects from being solicited by  its other Agents or distributors, and to refrain from solicitation directly by Kallo, while taking into account prospect's  wishes, and in as much as allowed by applicable laws. Agent in return agrees to respect active prospect lists of  Kallo's other Agents. For the above purposes, the Agent at least once every six (6) weeks and where details of  each such contact are logged with Kallo define an active prospect as a prospect that is contacted.

3.WARRANTY AND LIMITATIONS

a)Kallo represents and warrants to Agent that;  i.it has sufficient right, title and interest in and to the Kallo Mobile care suite of products to enter into this  Agreement; and  ii.all Kallo Mobile care suite of products distributed to Agent is free and clear of all liens.

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  Limitation of Warranties:











  KALLO - MOBILECARE

b)Kallo Mobile care suite of products' Warranties Agent's exclusive warranty regarding the Kallo Mobile care suite of  products is set forth in the applicable EULA provided with the Kallo Mobile care suite of products.

c)Except as stated above, Kallo makes no other warranties regarding the Kallo mobile care suite of products and  documentation, and any services provided by Kallo including, without limitation, express or implied warranties, and  expressly disclaims the warranties of fitness for a particular purpose or merchantability, and any other warranty,  express or implied.

d)In no event shall Kallo be liable for indirect, consequential, or incidental damages (including damages for loss of  business profits, business interruption, loss of business information, and the like) arising out of the relationship  between Kallo and Agent even if it has been advised of the possibility of such damages.

e)Kallo's cumulative liability under this agreement, including any cause of action in contract, tort or strict liability, shall  be limited to the license fees paid by agent during the 12 months prior to such event. Kallo's limitation of liability is  cumulative with all Kallo's expenditures to address liability being aggregated to determine satisfaction of the limit.  Agent releases Kallo from all obligations, liabilities, claims or demands in excess of the limitation. The parties  acknowledge that other parts of this agreement rely upon the inclusion of this section and the resulting allocation of  risks.

f) Agent Actions: Kallo shall have no obligation to any party under any warranty given by Agent, its Agents or  employees. Agent shall not make any representation or warranty with respect to the Kallo Mobile care suite of  products other than those stated by Kallo in its written warranty, documentation and literature.

g) Agent Indemnification: Agent agrees to indemnify Kallo and to hold it harmless from and against any loss,  damage, claims or demands whatsoever arising out of Agent's activities that are outside the scope of the EULA  provided by Kallo to the end user regarding use of Kallo Mobile care suite of products. Kallo makes its  representations and warrants to the end user and limits

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    of liability therein via the EULA.





     Each party agrees not to disclose any confidential information received from the other in any form to any employees  who do not have a specific need to use such information or to any outside party (including contractors) without the  other party's prior written consent. All employees or contractors who receive such confidential information must be  bound by written agreement not to disclose such information to any other party.  Each party acknowledges that the unauthorized disclosure or use of confidential information of the other party would  cause irreparable harm and significant injury to the other party that may be difficult to compensate. Accordingly, each  party agrees that the other party will have the right to seek and obtain temporary and permanent injunctive relief in  addition to any other rights and remedies it may have. The obligations of confidentiality shall not apply to information  which;



  KALLO - MOBILECARE

h) Complaints: Agent shall make all reasonable efforts to handle all incidents of customer complaints or demands  regarding the Kallo Mobile care suite of products and shall report promptly to Kallo all such incidents.

i) Kallo indemnification: Kallo agrees to indemnify Agent and to hold it harmless from and against any loss, damage,  claims or demands whatsoever arising out of:  i.Intellectual property infringement arising from the Kallo Suite of Products;  ii.Breach of implied warranty or negligence.  iii.Activities that are outside the scope of the EULA provided by Kallo and issued to the customer through  Agent regarding the use of the Kallo Mobile care suite of products. Kallo further agrees to indemnify  AGENT and to hold it harmless from and against any loss, damage, claims, or demands whatsoever arising  out of Kallo's activities that are outside the scope of this Agreement.

4.CONFIDENTIALITY

i.is in public domain at the time of disclosure,  ii.has been released by the other party without restrictions,  iii.has been lawfully obtained by the disclosing party from a third party under no obligation of confidentiality, or  iv.is independently developed by employees of the disclosing party without access to the confidential  information.

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Kallo reserves the right to revoke or limit the use of Trademarks at any time upon reasonable notice. Non- Compliance with Trademark and Logo Policies shall be considered a material breach of this Agreement.



If at any time Agent acquires any rights in, or any registration or application for, any of the Trademarks by  operation of law or otherwise, it will immediately, upon request by Kallo and at no expense to Kallo, assign such  rights, registrations, or applications to Kallo, along with any and all associated goodwill.



  KALLO - MOBILECARE

5.TRADEMARKS

a) Definition: Trademarks means any and all current or future company names, product names, marks, logos,  designs, trade dress and other designations or brands used by Kallo in connection with its products and services and  all marks similar thereto.

b) License: Kallo grants Agent the right to use the Trademarks solely for the purpose of distributing and marketing the  Kallo Mobile care suite of products provided that Agent:  i.uses the appropriate Trademarks for the corresponding Kallo Mobile care suite of products;  ii.Identifies all Trademarks are registered trademarks of Kallo;  iii.take reasonable steps to modify all objectionable uses of the Trademarks.

c) Ownership: Agent acknowledges that Kallo is the sole owner of the Trademarks and nothing herein shall grant to  Agent any right or interest in the Trademarks. Agent shall not register, or attempt to register, any Trademarks or any  marks confusingly similar thereto in any jurisdiction.

d) Limitations: Except as stated above, Agent is granted no right, title, license or interest in the Trademarks. Agent  acknowledges Kallo's rights in the Trademarks and agrees that any and all use of Trademarks by Agent shall inure  to the sole benefit of Kallo. Agent agrees that it shall take no action inconsistent with Kallo ownership of the  Trademarks and agrees not to challenge Kallo's rights in or attempt to register any of the Trademarks, or any other  name or mark owned or used by Kallo or any mark confusingly similar thereto.

e) Notification: Agent shall promptly notify Kallo of any use by any third party of Trademarks or any use by such third  parties of

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    similar marks which may constitute an infringement or passing off of Trademarks. Kallo reserves the right, in its  sole discretion, to institute any proceedings against such third party infringers and Agent shall refrain from doing  so itself. Agent agrees to cooperate fully with Kallo in any action taken by Kallo against such third parties,  provided that all expenses of such action shall be borne by Kallo and all damages which may be awarded or  agreed upon in settlement of such action shall accrue to Kallo. Refer to Schedule B for available means of  communication to all parties concerned.











  KALLO - MOBILECARE

f) Co-Branding: Kallo agrees for co-branding needs with local government and sponsors logo. This is subject to:  i.The submission to and approval by Kallo of the recommended Logo I Product Name. This is to ensure that the overall  look and feel of the Kallo Mobile care product is maintained.  ii.The supply of the Logo I Product Name in suitable high quality format allowing sufficient time as defined by Kallo to  incorporate co-branding logo on the Mobile clinics.  iii.Kallo agreeing to this will, in no way reduce, undermine, alter or limit their rights as outlined in section 5 and 6 of this  agreement.

6.PROPRIETARY RIGHTS

a) Ownership: Agent understands and agrees that Agent takes title only to the media on which the Kallo Mobile care  suite of products is provided. Title in and ownership of all copies of Kallo products and documentation, Trademarks  and all property rights therein, shall remain at all times vested in Kallo. Agent acknowledges that the Kallo Mobile  care suite of products is protected by domestic and international copyright and other forms of proprietary rights and  agrees not to copy or otherwise reproduce (except as required for distribution to customers), modify, adapt, translate,  reverse engineer, decompile, disassemble or create derivative works based on the Kallo Mobile care suite of  products or the documentation.

b) No Rights Granted: No provision in this Agreement shall be interpreted as an assignment or grant to Agent of any  right, title or interest in the Kallo Mobile care suite of products, documentation or Trademarks.

c) Protection: Agent agrees to take any reasonable step necessary to protect the proprietary rights of Kallo and its

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    suppliers or licensors, including, but not limited to, the proper display of copyright, trademark, trade secret and  other proprietary notices on any copies of the Kallo Mobile care suite of products. Agent must reproduce and  include any such notices, other legends and logos on any backup copies.

Any printed reference to Kallo products must include the following notice (or such notice as required by Kallo)  with:  © Kallo Inc., [YEAR]. All Rights Reserved.











  KALLO - MOBILECARE

d) Copyright Notice: Agent agrees not to remove and shall reproduce and include all copyright notices or confidential  or proprietary legends in and on all copies of Kallo Mobile care suite of products or documentation.

e) Breach: Agent understands and agrees that the protection of Kallo rights in and to the Kallo Mobile care suite of  products, documentation and Trademarks and the prevention of any unauthorized copying, reproduction, modification,  adaptation, translation, reverse engineering, de-compilation, disassembly and creation of derivative works, is of the  essence of this Agreement and that any failure on its part, however minor, to discharge its obligations shall constitute  a material breach of this Agreement.

7.TERM AND TERMINATION

a) Term: This Agreement shall enter into effect on the date it is signed by both parties as shown below.

b) Termination: This agreement shall terminate:

i.upon notification of a Material Breach that is not cured within 10 business days thereafter;  ii.Failure to cure a non-material breach within sixty days of written notice;  iii.Automatically, unless otherwise agreed between parties, in the event that Agent is the subject of a  proceeding in bankruptcy which is not dismissed within 60 days, is placed in receivership, or makes an  assignment for the benefit of its creditors; or by  iv.Termination for Cause by giving 3 months written notice by the Agent or Kallo. If given by Kallo, Cause  shall be defined as non-performance on the part of the Agent by failing to make sufficient efforts to market  the Kallo Mobile care suite of products. Should the parties disagree as to what constitutes sufficient  marketing efforts, the issue will be submitted to binding arbitration. This course of action is not intended to  be a means for

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    Kallo, its successors or assigns, to take over the successful operation of Agent's business generated  under this agreement without fair and just compensation.









  KALLO - MOBILECARE

c) On Termination: Notwithstanding any terms of this agreement to the contrary, upon termination of this Agreement  for any reason whatsoever, Kallo, unless otherwise agreed, shall set aside the Agent's Book of Business to be held  by Kallo.

i.The revenue stream defined by the Book of Business at the time Kallo becomes the controlling party will remain  constant except in as far as any elected reduction in use by its customers. Any increase in use will not be to the  benefit of the Book of Business.  ii.Kallo shall pay over all funds collected from the Book of Business and due to Agent, less a reasonable administration  fee to be assessed and determined by Kallo, to Agent or its designees or assigns immediately upon receipt and act as  a conduit for Agent funds, except in as far as Kallo or its assignees are required to support customers in the Book of  Business in which case the cost of providing such support, will be reasonably assessed and appropriate deductions  made before passing the balance to Agent. In the event Agent does not agree with the costs described in this section,  the issue will be submitted to binding arbitration.  iii.Kallo shall make an accounting of funds collected to Agent or their assigns monthly. Kallo shall permit Agent or its  designated Agent(s) to inspect Kallo's books upon Agent's request at Agent's expense during normal business hours  of Kallo.  iv.Kallo's failure to perform its duties in the event it becomes the controlling party of the Agent's Book of Business is a  non-material breach of this agreement.  v.In any dispute or litigation over the terms of this agreement, the prevailing party shall have reasonable attorney fees in  addition to any settlement or damages awarded.

d) Rights: Upon termination of this Agreement for any reason and unless otherwise agreed, all rights granted to Agent  shall immediately cease and Agent shall immediately return to Kallo all Kallo Products and confidential information  provided by Kallo except as otherwise provided in this Agreement.

e) No Compensation: In the event of an agreed termination of this Agreement by both parties, neither party shall be  liable to the

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    other for damages, losses, or expenses of any kind or character on account of the termination of this agreement  in accordance with its terms, whether such damage, loss, or expense may arise from the loss of prospective  customers of Agent, or expenses incurred or investments made in connection with the establishment,  development, or maintenance of Agent's business. Termination or expiration shall not affect any claim, demand,  or liability of any party created or arising hereunder prior to such time.









  All Kallo Mobile care suite of products distributed by Agent shall be transferred solely in Kallo standard  packaging and through the terms of the appropriate Kallo Mobile care suite of products EULA between the  customer and Kallo provided by Kallo from time to time. Delivery of copies of the Kallo Mobile care suite of  products to Agent is made solely to enable Agent to exercise this right. Agent shall not license or transfer any  Kallo product for the purpose of retransfer by or to others.

  KALLO - MOBILECARE

8.FORCE MAJEURE

a) Definition: Force Majeure shall mean any event or condition not reasonably within the control of either party,  which prevents in whole or in material part the performance by one of the parties of its obligations hereunder or  which renders the performance of such obligations as difficult or costly as to make such performance commercially  unreasonable.

b) Notice: Upon giving notice to the other party, a party affected by an event of Force Majeure shall be released  without any liability on its part from the performance of its obligations under this Agreement, except for the  obligation to pay any amounts due and owing hereunder, but only to the extent and only for the period that its  performance of such obligations is prevented by the event of Force Majeure. The other party may likewise suspend  the performance of all or part of its obligations hereunder to the extent that such suspension is commercially  reasonable. Refer to Schedule B for available means of communication to all parties concerned

9.ADDITIONAL PROVISIONS

a) Rights: Kallo grants to Agent the non-exclusive and non-transferable right to distribute the use of the Kallo Mobile  care suite of products to commercial end user customers. Refer to section (2) subparagraph (f) for non-exclusive  and exclusive status and qualifying requirements.

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     This Agreement is not assignable by Agent without prior written consent by Kallo. In the event Agent changes its legal  structure or undergoes a substantial change in ownership of its stock or other ownership interest, Kallo shall have the  option of immediate termination of this Agreement. Kallo may assign this Agreement and its interest in the Kallo Mobile  care suite of products to any party without the consent of Agent. This Agreement shall inure to the benefit of any  successor of Kallo and shall not be affected by any change in the ownership or control of Kallo. Agent shall re execute  this agreement within 60 days of the effective date of the change in ownership or change in legal structure or change of  name. Substantial change in ownership is defined as a change in at least 51% ownership of the Agent.

  KALLO - MOBILECARE

b) Limitations: Agent shall distribute only Kallo Mobile care suite of products that Agent has obtained from Kallo and  not from any other seller of the Kallo Mobile care suite of products. For Tax reasons such distribution is deemed to  take place at the Agent's business location identified above.

c) Pricing: The pricing given in Schedule A is the transfer price from Kallo to the Agent and the Agent shall, in its  discretion establish a reasonable price for each of the Kallo Mobile care suite of products EULA as per Schedule A.  For Maintenance Contract pricing and details refer to Schedule A, section (9), subparagraph (B). Kallo reserves the  right to revise and republish prices as shown in Schedule A from time to time.

d) Payment terms: For each Kallo Mobile care suite of products license ordered by Agent from Kallo, Agent shall  pay to Kallo the transfer price set forth in Schedule A. 50% of the total amount to be paid with the signed purchase  order, 35% upon shipping of the goods to the carrier at Canadian port and 15% upon completion of the installation.  Upon delivery of the system the Agent is responsible for getting the signed EULA from the customer before the  installation process starts.

e) Taxes: All taxes from the country of origin and destination including customs duty, withholding taxes, any other  levies - international / local and freight and insurance are to the end-user or customers account. The Agent will work  with Kallo to add all applicable taxes to the pricing given in Schedule A and should be paid to Kallo along with the  purchase order and the 50% of the value of the total system

10.ASSIGNMENT

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11.MISCELLANEOUS

a) Complete Agreement: This agreement and the provisions of the current sales agent program guidelines, as  amended from time to time, constitute the entire agreement of the parties with respect to the subject matter hereof  and supersede all previous agreements by and between Kallo and agent as well as all proposals, oral or written and  all prior negotiations, conversations or discussions between the parties related to this agreement. Agent  acknowledges that it has not been induced to enter into this agreement by any representations or statements, oral or  written, not expressly contained herein.

b) Amendment: This Agreement shall not be deemed or construed to be modified, amended, rescinded, cancelled or  waived, in whole or in part, except by written amendment signed by the parties hereto. Refer to Schedule B for  available means of communication to all parties concerned.

c) Unenforceability: If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision  shall be considered severable from this Agreement and the remaining provisions shall continue in full force and  effect. The parties will replace a severed provision by a provision, which is closest to the intent of the parties.

d) Notices: Notices permitted or required to be given hereunder shall be deemed sufficient if given  i.by registered or certified mail, postage prepaid, return receipt requested, addressed to the addresses given in schedule  B or such other addresses as the respective parties may designate by like notice from time to time, or  ii.by international courier, telefax to or by email, the details of which are given in Schedule B.  iii.Any notice shall be deemed effective when received by the receiving party.

e) Governing Law and Jurisdiction: The laws of the province of Ontario, Canada, govern this AGREEMENT and,  in respect of any dispute, which may arise hereunder; Agent consents to the jurisdiction of the federal and provincial  courts of Ontario, Canada.

f) Counterparts: This Agreement shall be executed in two or more counterparts in the English language and each  such counterpart shall be deemed an original hereof.

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  KALLO - MOBILECARE

g) Waiver: No failure by either party to take any action or assert any right hereunder shall be deemed to be a waiver  of such right in the event of the continuation or repetition of the circumstances giving rise to such right.

h) Government: If Agent is acting on behalf of any unit or agency of the United States Government, the following  provisions apply:  i.any products Agent acquires under this Agreement for or on behalf of the United States Government are provided to  the United States of America with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject  to restrictions as set forth in subparagraph (c)(l)(ii) of the Rights in Technical Data and Computer Kallo Mobile care  suite of products clause at DFARS 252.277-7013 and paragraph (d) of the Commercial Computer Kallo Mobile care  suite of products-Restricted Rights clause at FAR 52.227-19;  ii.Kallo grants Agent the right to transfer Kallo Mobile care suite of products to the United States government subject  to the following restrictions. With the exception of the Department of Defense, you will not distribute the Kallo  Mobile care suite of products to the United States of America except:  a.on terms at least as restrictive as those set forth in subparagraph (c)(l)(ii) of the Rights in Technical Data and  Computer Kallo Mobile care suite of products clause at DFARS 252.227-7013 and paragraph (d) of the  Commercial computer Kallo Mobile care suite of products -Restricted Rights clause at FAR 52.227-19, and  b.in compliance with particular department or agency acquisition regulations that provide Kallo protection at least  equivalent to that provided by the above-referenced DFARS and FAR provisions.

i) Export Restrictions: Agent expressly agrees to neither directly or through third parties export nor transmit any  Kallo Mobile care suite of Products to any country to which such export or transmission is restricted or prohibited by  applicable regulations or statutes, or any country other than the United States of America or Canada.

j) Non-Disparagement: During the term hereof and for a period of two years thereafter, each of Agent and Kallo  agrees that it will refrain from making any representation, statement, comment or any other form of communication,  whether written or oral (hereinafter collectively referred to as a Communication), to any third party, including but  not limited to the principals, customers, suppliers and competitors of the other party, which Communication reflects  any opinion, judgment, observation or

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    representation of fact, which has the effect or tendency to, or could have the effect or tendency to, disparage,  denigrate, criticize or otherwise reflect negatively on the other party and/or the other party's products, services,  officers, directors, shareholders, employees or investors (a Disparaging Communication). Each party agrees  that it will use all reasonable commercial efforts to prevent its employees from making any Disparaging  Communications regarding the other party and/or the other party's products, services, officers, directors,  shareholders, employees or investors; provided, however, that nothing in this Section (11), subparagraph (j) shall  restrict or impede the exercise of any rights or remedies of a Party under this Agreement.    In Witness Whereof, the Parties hereto have executed this Agreement as of the date below. And confirm, we have  read, understood and agree to the terms of the strategic alliance agreement - mobile care



  KALLO - MOBILECARE

Kallo Inc.           JOHN CECIL     Signature           John Cecil     Name           Chairman & CEO     Title           Markham, ON 24 OCT 2011     Place Date                   Petro data Management Services Limited   Gateway Global Fabrication Ltd.,              BABAJIDE SOYODE   AJAI KUNNATH  Signature   Signature        Babajide Soyode   Ajai Kunnath  Name   Name        Chairman & CEO   President & CEO  Title   Title          Ikeja, Lagos, Nigeria 24 OCT 2011   River State, Nigeria 24 OCT 2011  Place Date   Place Date

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SCHEDULE - A  Description of Kallo Mobile care suite of products

  The Kallo Mobile Medical Clinics are one of a kind in the world having all the diagnostic capability for basic to mid tier specialty  medical care and these units can be used in the following areas to augment healthcare delivery services.     Places where there is no hospitals or clinics and emergency situations     The Mobile Medical Clinics can be taken by road to these areas and patients or causalities can be taken into the vehicle and  treated immediately with effective and real-time consultation with specialists via satellite.     Hospitals where there is no technology available for diagnosis and treatment     The Kallo Mobile Medical Clinics can be driven to, and parked in existing hospitals and patients can get the latest in technology for  diagnosis and treatment, thus many hospitals in villages and rural areas can be upgraded in their healthcare services with latest  equipment for diagnosis and treatment with the specialist care through remote tele-consultation.     The Kallo Mobile Medical Clinics are designed to take comprehensive health care services (preventive, promotive and curative) to  rural remote villages and will reach out to the most underprivileged but needy people across the country.     The services provided are outpatient services, Ante-natal/post-natal services, identification of difficult pregnancy and referral for  institutional care, Immunization- Mother & children, Minor surgery, BP examination, X-ray, ECG, First Aid, Distribution of Iron  Folic tablets, Vit-A Prophylaxis, Treatment of mal-nutrient cases, etc.

  KALLO - MOBILECARE

1.Mobile Acute Care Clinic

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  The Mobile Chemotherapy Clinic serves as an extension to the chemotherapy administration in the regional Oncology departments  of the teaching / general hospitals or dedicated Cancer hospitals.     Blood work is performed the day before and a nurse is then able to contact the patient in advance to review test results and  schedule treatment sessions and advise pre-treatment preparation of the patient. Chemotherapy drugs and related equipment, all  individually packaged for each patient, is received from the Regional Cancer hospital command center.    Chemotherapy chair that includes a chair-side touch-screen interactive system enabling patients to call a nurse, select a book for  reading from the exhaustive electronic library.     Integrative medicine services such as Reiki, acupressure, and massage therapy can be delivered chair-side by specially trained  nurses on staff.  Telemedicine system to enable patients to communicate with their physicians, nurses, and healthcare professionals from other  disciplines and social work.

  The mobile dialysis clinic works exactly like a dialysis center.  The vehicle has the clinical, technical and support staff and is well equipped with the necessary machinery required to perform the  standard procedure for dialysis.  This includes dialysis machine, recliner, power backup, and a water tank with water purified through reverse osmosis (RO)  system.  It has a fully automated and remote controlled dialysis chair, which works like a dialysis bed and there is a monitor defibrillator and  an artificial respirator. It also carries accessories and equipment required to tackle emergencies.  The machine and accompanying accessories can be moved into homes and patients can receive the treatment along the bedside.

  KALLO - MOBILECARE

2.Mobile Chemotherapy Clinic

3.Mobile Dialysis Clinic

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  Our Mobile care is equipped with a dedicated, affordable and accurate CD4+ T-cell and CD4% enumeration in HIV monitoring  and patient follow-up.  The CyFlow® Counter is a fully equipped portable and ultra compact desktop flow cytometer dedicated for routine CD4 and  CD4% counting (as well as total lymphocyte and WBC counting).  Equipped with Portable and Battery-Operated Fluorescence Microscope for Malaria diagnostics and monitoring.  The Partec CyScope® is a microscope for fluorescence light detection employing incident UV light and transmitted light detection.  Integrated with a CCD camera for taking images of the slide for further investigation by image analysis software.

  The Mobile Clinic Command Center is installed in Specialist / Teaching hospitals to provide real-time support for the Front line  Medical officers and staff in the Mobile Clinics for Clinical care-plan, clinical treatment protocol, clinical diagnostic protocol and  procedures to optimize the Mobile clinic function and to establish seamless continuum of care.    Each Command Center, based on the throughput of patients in the Mobile clinics can manage on an average of 4-5 Mobile clinics.    Note:





  KALLO - MOBILECARE

4.Mobile HIV & Malaria Clinic

5.Mobile Clinic Command Center

a)Medications and medical consumables are not provided in the Mobile Medical Clinics and shall be provided at additional cost.  b)Auxiliary equipment for the Mobile Clinics:

i)Stretchers, backboards, collars, drugs, medications and other medical supplies can be provided at additional cost.  ii)All medical supplies to the government shall be on a contract supply based on demand, negotiated after the principal  purchase order is placed for the Mobile Clinic.

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  Paramedic staff in Kallo's Mobile Medical Clinics are provided a high level of pre-hospital medical training involving key skills not  performed by technicians, including cannulation, cardiac monitoring, intubation etc., by Kallo's Internationally accredited doctors.

  Specialty training (Focused on providing specialty care in conjunction with Specialists at teaching hospitals or Specialist care  hospitals such as Pediatrics, Cardiology, Nephrology etc.,) for Front line Medical officers and staff in the Mobile Clinic and the  Command center provided at additional cost based on assessment of resources and training requirements.

  Basic training for Front line Medical officers and staff is included in the cost. This training is for the duration of 1 week and can  hold 10 people.    Student Material for ACLS for one student is US$80/-  (Includes quick access algorithm cards)  Text Book for Basic Trauma and life support for one student is US$120/-  Cost of Training per any additional week of 5 days is US$ 40,000/- (For Doctors and Clinical/Biomedical Engineers travel stay and  charges)





  KALLO - MOBILECARE

6.Training:

7.Specialty training:

8.Basic training:

9.Maintenance:

A.Mobile Clinic and Command Center maintenance is included in the Five year Standard Mandatory Maintenance as per the  Program description given in Schedule E

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SCHEDULE - B  Communication



  KALLO - MOBILECARE

KALLO  Inc.,

Attn: Mr. John Cecil  Address: 15 Allstate Parkway, Suite #600    Markham, Ontario, L3R 5B4    Canada  Telephone:+1-416-246-9997  Fax: +1-905-415-0332  Email: john@kalloinc.com    anna.s@kalloinc.com      Petro data Management Services Limited.,  Attn: Mr. Babajide A. Soyode  Address: Motorways Centre Block 'B', Ground Floor 1    Motorways Avenue, Alausa,    Lagos, Nigeria.  Telephone:+234-01-2708786  Fax: +  Email: info@petrodata.net    Jide.soyode@gmail.com      Gateway Global Fabrication Ltd.,  Gateway Canada and Gateway International Inc.,  Attn: Mr. Ajai Kunnath  Address: GATEWAY GLOBAL FABRICATION LTD.    No-2 Olodu Street,    Off Oluobasanjo Road,    Portharcourt, Rivers state, Nigeria.  Address: Gateway Canada.    147 Spring Gate Blvd.,    Thorn hill, Ontario, L4J 2B2  Tel: +1-647-288-2763  Mobile: +1-647-9385471  Fax: +  Email: ajai.kunnath@gvcal.com

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SCHEDULE - C  Roles and Responsibilities defined for Kallo's Mobile Care operations in Nigeria under this Strategic Alliance  Agreement  PETRODATA    OPERATIONS

  ADMINISTRATIVE

  KALLO INC



  KALLO - MOBILECARE

1.Customs clearance and delivery of Mobile Clinics.  2.Training of Client's Operations  3.Personnel of various cadres, doctors, nurses, paramedics, drivers, and medical technicians / technologists  4.Maintenance of medical equipment  5.Maintenance of the automobile and the engine of the Mobile Clinic and diesel generators  6.Procurement of communication channels such as satellite feed and high-speed internet connectivity for Command Centers  7.Provision of data acquisition and back-up storage systems  8.Supply of all local manpower, not provided by clients  9.Supply of residential accommodation, land transport, and general  10.Welfare amenities to all foreign personnel  11.Specialized IT and satellite communication support for Mobile Clinics

1.Letters of invitation to Kallo personnel for visas  2.Procurement of all import permits and licenses  3.Accommodation, welfare, and security arrangements  4.Arrangements for meetings with various organizations  5.Local transportation and security  6.Employment of local operational support staff, as required

1.Supply of Mobile Clinics and all operating equipment and software  2.Supply of all training personnel and materials for clinical staff (Doctors, Nurses and Front line Medical officers) and Biomedical  Engineers and software Engineers.  3.Sourcing of backup foreign medical consultants, as required  4.Tele-health consulting for second opinion from medical specialists from US, Canada and UK  5.Procurement of all export permits and licenses  6.Supply of drugs/medications and spare parts during and after the warranty period.

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      GATEWAY

  BAS CONSULTANTS INTERNATIONAL CORPORATION (BASCIC)

  KALLO - MOBILECARE

1.Purchasing and transportation of Mobile Clinics, operating equipment, spare parts, medical consumables, drugs/medications to  various distribution centers in Nigeria to replenish stocks in the Mobile Clinic, from Kallo Inc. Canada.  2.Customs clearance and inland transportation  3.Assistance with local market development and liaison with clients

(Engr. B. A. Soyode)



SCHEDULE - D  Mutually accepted Sales Target



1.All Parties in this agreement appoint BASCIC as Project manager without prejudice.  2.Project development, management and coordination  3.Liaison with Governments and clients and responsible for payments to Kallo and supply chain management of Medical  consumables and medications/drugs from Kallo.

Mobile Clinics Year Estimated Value Remarks  2 Q4 2011 $14.575 Million To retain Exclusivity for Nigeria  3 Q1 - Q2 2012 $21.863 Million To retain Exclusivity for Nigeria  2 Q3 - Q4 2012 $14.575 Million To retain Exclusivity for Nigeria  3 Q1 - Q2 2013 $21.863 Million To retain Exclusivity for Nigeria  2 Q3 - Q4 2013 $14.575 Million To retain Exclusivity for Nigeria  3 Q1 - Q2 2014 $21.863 Million To retain Exclusivity for Nigeria  2 Q3 - Q4 2014 $14.575 Million To retain Exclusivity for Nigeria  3 Q1 - Q2 2015 $21.863 Million To retain Exclusivity for Nigeria  2 Q3 - Q4 2015 $14.575 Million To retain Exclusivity for Nigeria  3 Q1 - Q2 2016 $21.863 Million To retain Exclusivity for Nigeria  2 Q3 - Q4 2016 $14.575 Million To retain Exclusivity for Nigeria

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SCHEDULE - E    Mandatory Medical Equipment Service Program for Five-year Warranty    All equipment provided in the Mobile Clinic are covered under this program and the service provision is a very unique model, where  Senior Biomedical Engineers trained and certified by the manufacturers are to perform the following services located at Kallo  Headquarters, coordinate with the manufacturers and the local onsite support Biomedical Technicians and provide the following  services:



  This program has a set of planned routine maintenance schedule for each device of medical equipment based on the original  equipment manufacturers' recommendations, applicable codes and standards given in section 7.

  This program has scheduled and unscheduled calibration of the medical equipment in the Mobile Clinic. Each medical device has a  scheduled calibration of certain parts critical to the functional accuracy of the equipment, which is carried out as per the original  equipment manufacturers' guidelines. The unscheduled calibration of the equipment is normally carried out if and when there is a  request from the staff or doctors when they observe certain calibration errors.

   Safety of patients, staff, and environment is paramount to the success of the Mobile Care project. The Joint Commission on the  Accreditation of Healthcare Organizations publishes annual lists detailing National Patient Safety Goals  to be implemented by  healthcare organizations. Goals are developed by experts

  KALLO - MOBILECARE

1.Planned and Corrective Maintenance  2.Calibration of Medical Equipment  3.Patient, Staff and Environment safety  4.Breakdown Services and Maintenance  5.Application and operation support  6.Risk Management  7.Codes and Standards adherence for International compliance

1.Planned and Corrective Maintenance

2.Calibration of Medical Equipment

3.Patient, Staff and Environment Safety

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    in patient safety, nurses, physicians, pharmacists, risk managers, and other professionals with patient-safety experience in a variety of  settings. Patient safety is among the most important goals of every healthcare provider, and participation in a variety of committees  and processes concerned with patient safety provides a way for biomedical managers and clinical engineering departments to gain  visibility and positively affect their workplace.     Kallo's Patient and Operator Safety Program uses a comprehensive software where in the actual work process within the Mobile  Care Clinic is monitored by the onsite Biomedical Technicians guided by the Senior Biomedical Engineers at Kallo Headquarters  qualified for managing the patient, staff, and environment safety to international standards.

   The program covers all equipment in the Mobile Clinic. The local onsite Biomedical technicians will be the first response team to  attend to any and all breakdown calls from the Mobile Clinic. The Biomedical Technicians will then have Kallo Biomedical Engineer  support to resolve the issues as quickly as possible. After the breakdown service is carried out and the equipment is fixed and  recalibrated, the Senior Biomedical Engineers would then advise if a maintenance service has to be carried out to due to the nature of  breakdown.

   The program covers all medical equipment in the Mobile Clinic. Kallos'  Certified Clinical Engineers / Biomedical Engineers and  Clinical Application support specialists will be available via Video/Teleconference/Telehealth systems in the Mobile clinic for all  clinical application support in using technology for diagnostic and therapeutic healthcare services. This is a critical component of the  program offered in order to make it successful in using technology at the front end which is normally neglected by all medical  equipment manufacturers' when the equipment is deployed in remote areas with medical staff who are not exposed to technology as  the case may be in urban areas, developed cites or countries.

   This program helps avoid the likelihood of equipment-related risks, minimize liability of mishaps and incidents, and stay compliant with  regulatory reporting requirements.     In addition, user error, equipment abuse, no problem/fault found occurrences

  KALLO - MOBILECARE

4.Breakdown Service and Maintenance

5.Application Support

6.Risk management

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    must be tracked to assist risk management personnel in determining whether additional clinical staff training must be performed.     Risk management for IT networks incorporating medical devices will be covered by the standard ISO/IEC 80001. Its purpose is:  Recognizing that MEDICAL DEVICES are incorporated into IT-NETWORKS to achieve desirable benefits (for example,  INTEROPERABILITY), this international standard defines the roles, responsibilities and activities that are necessary for RISK  MANAGEMENT of IT-NETWORKS incorporating MEDICAL DEVICES to address the KEY PROPERTIES. Such as ISO  20000 in the context of medical applications, e.g. configuration, incident, problem, change and release management, and risk analysis,  control and evaluation according to ISO 14971. IEC 80001 applies to RESPONSIBLE ORGANIZATIONS, MEDICAL DEVICE  manufacturers and other providers of information technologies for the purpose of comprehensive RISK MANAGEMENT.    7. Codes and Standards adherence for International compliance:    1. JCAHO Comprehensive Accreditation Manual  2. AABB  3. NFPA 99  a. Gas and Vacuum Systems  b. Electrical Systems  4. FDA  5. SMDA  6. OSHA

  KALLO - MOBILECARE

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SCHEDULE - F  Medical Equipment description  Blood Chemistry Analyzer

  KALLO - MOBILECARE

Advanced i-STAT Cartridge Technology or equivalent system    Most Comprehensive Bedside Testing Platform:    i-STAT cartridge technology streamlines traditional lab technology, yet contains many of the components found in complex lab testing  systems. Each test cartridge contains chemically sensitive biosensors on a silicon chip that are configured to perform specific tests.  To perform a test, 2 to 3 drops of blood are applied to a cartridge, which is then inserted into the i-STAT handheld. Prior to running a  test, each cartridge initiates a series of preset quality control diagnostics, from monitoring the quality of the sample to validating the  reagent.    Each i-STAT single-use cartridge uses advanced biosensor technology that applies microfluidics to process the most comprehensive  range of clinical tests in a single platform, allowing clinicians to access the time-sensitive diagnostic information they need, when and  where they need it. Available tests include diagnostic indicators related to disease state and clinical practice guidelines.    Test-specific, single-use i-STAT cartridges are available for a range of clinical tests, including cardiac markers, lactate, coagulation,  blood gases, chemistries and electrolytes, and hematology.    Delivers lab-quality test results to the clinician within minutes  The portable i-STAT handheld makes patient-side testing easy:

  Patient-side testing is as easy as entering the operator and patient information into the handheld, inserting one of the several testing  cartridges, and then viewing test results:



·requires no special sample preparation or user calibration; maintenance is minimal  ·weighs 18 ounces, making it completely portable  ·features ergonomically designed soft keys for comfort and ease of use

·The system prompts users step by step through the testing process  ·Operator and patient information can be entered via barcode scanner  ·Operator lockout prevents unauthorized users from performing or viewing test results

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With over 50,000 handhelds placed in high-acuity settings worldwide-including over 1,800 hospitals-and over 35 million test cartridges  produced annually, the i-STAT System is trusted to provide lab-quality results.    i-STAT Integration Into Point-of-Care Data Management and Electronic Medical Records  The i-STAT® System can integrate test results with your Lab Information System (LIS) and Electronic Medical Records (EMR).  This is achieved through flexible connectivity and interfacing solutions, which serve to ensure your facility gets real-time results in the  patient electronic chart.    i-STAT System integration with Laboratory Information Systems (LIS)/Electronic Medical Records (EMR)

  The i-STAT System connects to the Point-of-Care Data Management System of your choice and then interfaces to the EMR via  your LIS. Integration options include:

  Addressing Documentation Challenges with STATNotes™  STATNotes is a highly customizable documentation solution for the i-STAT 1 handheld. This unique feature facilitates timely  documentation of complex and critical data by prompting the user to enter information into the i-STAT 1 during the testing process.  The information is then automatically uploaded to the patient chart with the test results. Customizing your i-STAT System to prompt  data entry:

  KALLO - MOBILECARE

·Test results are uploaded automatically when the i-STAT handheld is placed in a downloader

·The Central Data Station System from Abbott Point of Care  ·Abbott Diabetes Care PrecisionWeb®  ·Medical Automation Systems RALS+™ RALS® Plus  ·Telcor Quick-Linc®

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STATNotes can help guide users to be compliant with The Joint Commission National Patient Safety Goals and hospital policies. For  example, many of our customers use STATNotes to capture comprehensive ventilator setting information, documentation of critical  test notification, and read back acknowledgment of critical tests and critical values.  Data Management and Laboratory Regulatory Compliance  The i-STAT System gives you control over who can use the device and access test results. It also offers many features designed to  help laboratories maintain regulatory compliance, such as:

  Abbott Point of Care will work with your team to ensure seamless integration with your data management system.    Urine Chemistry Analyzer  CLINITEK Status® Analyzer or equivalent system  Intended Use

  Table of Results  The results shown in shaded areas will be marked as positives, if mark positive results is selected in Instrument Set Up. The results  will be marked by asterisks when displayed, when printed and when the data is transferred to a host computer.

  KALLO - MOBILECARE

·streamlines workflow  ·helps reduce errors  ·allows for increased efficiency  ·facilitates compliance

·managing operator certification and device lockout  ·reporting on operator performance  ·reporting on both liquid and equivalent quality control  ·reporting on reagent usage  ·laboratory Information System interfacing

·The Analyzer is for in vitro use in the semi-quantitative detection of albumin, bilirubin, blood (occult), creatinine, glucose, ketone  (acetoacetic acid), leukocytes, nitrite, pH, protein, specific gravity and urobilinogen in urine samples, depending on the type of  Siemens urinalysis strip used.  ·The semi-quantitative calculation of albumin-to-creatinine and protein-to-creatinine ratios in urine samples, when Clinitek®  Microalbumin and Multistix PRO® Reagent Strips for Urinalysis are used.  ·The detection of human Chorionic Gonadotropin (hCG) in urine samples, when Clinitest® hCG cassettes are used.

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  KALLO - MOBILECARE

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      Urinalysis has become an indispensable tool in healthcare. 

  In today's busy physician's office environment, interruptions are frequent and can contribute to timing errors and variability in results  when urinalysis strips are read visually. Studies have shown that when urinalysis is performed with an instrument, sensitivity is  increased and positives are correctly identified and reported.1

      1. Tighe P. Improving the quality of urine strip testing: The Clinitek 50 urine chemistry analyser. Euro Clin Lab, June 1997,16:20.

  KALLO - MOBILECARE

·Provides important markers to detect early stages of many disease states, such as diabetes, kidney disease and urinary tract  infections.  ·Enhances disease monitoring and patient management.  ·Semi-quantitative results have proven to be cost-effective and virtually immediate.

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  KALLO - MOBILECARE

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    Digital Radiography System  RadPRO D2RS Dynamic Digital Remote RF System or equivalent system  Digital Radiography & Fluoroscopy Solutions

  Features



  KALLO - MOBILECARE

•Canon CXDI-50RF Dynamic/Static Digital Radiography System The RadPRO D2RS Dynamic Digital Remote RF  System is compatible with the Canon CXDI-50RF Dynamic/Static Digital Radiography System that includes a Cesium Iodide  scintillator. Including both dynamic and static capabilities, high resolution images are produced and may be previewed within 2-4  seconds after exposure in the radiography mode with the optional monitor. The radiography mode produces up to 15 frames per  second (fps), and up to 30 fps in the fluoroscopy mode, depending on the image capture mode and size. The detachable cable  allows the digital detector to be used in multiple rooms or multiple locations within the same room.  •Dynamic and Static Imaging The Canon CXDI Control Software RF, designed specifically for the Canon CXDI-50RF  Dynamic/Static Digital Radiography System, features a wide range of fluoroscopic procedures and includes all the standard  DICOM functions. Exams include spine, Osteo-articular, Barium swallow and esophagus, stomach and small intestine, Barium  enema and large bowel, Endoscopy/ERCP, Urography, Cystography, Hysterosalpingography, Myelography, Arthrography,  Venography and more. The software also delivers high-resolution images, generator communication for preset X-ray  parameters, provides actual exposure factors and patient dose information in the DICOM header. Studies that require full spine  and long leg imaging are fully automated. With the automated stitching capability up to 4 images can be stitched together.  

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  Digital Retina Scanner  CR-2 PLUS or equivalent system  Digital Non-Mydriatic Retinal Cameras

  Overview The Canon CR-2 PLUS Digital Non-Mydriatic Retinal Camera provides Color and Fundus Autofluorescence (FAF) imaging within a  small compact design. Geographic Atrophy, Macular Degeneration, Glaucoma, Diabetic Retinopathy and other conditions that can  affect vision may also be identified and monitored using FAF mode. Using invisible infrared alignment light, the digital non-mydriatic  camera may image patients with pupils as small as 3.3 mm (small pupil mode) without dilation drops. This is especially useful when  performing retinal screenings or expediting routine retinal imaging exams during office visits.  

  KALLO - MOBILECARE

• High Quality Images High resolution static images can be previewed within 3-5 seconds after exposure on a monitor  (optional). Images may be configured automatically with post-processing and are ready to be printed or transmitted through  the network using industry standard DICOM protocols.  • Full Patient Coverage End-to-end table coverage is available when the motorized tube column angulation is  combined with the motorized tube rotation. The motorized table adjusts the height, and the low minimum height simplifies  access for patients with mobility issues. When patients arrive at the radiology room on a trolley or in a bed, Smart Access  provides clear access to a 47 inch (120 cm) section of the table top to allow for a simplified transfer. The table loading  capacity accommodates patients weighing up to 500 lbs (230 kg).  • Auto-Positioning  able movements, collimation and spectral filtration settings, exposure and digital acquisition  parameters may be administered with the single touch, remote-controlled user-interface reducing the preparation time needed  for exams.  

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    Features



  KALLO - MOBILECARE

•Non-Mydriatic Fundus Autofluorescence (FAF) Photography Fundus Autofluorescence (FAF) helps monitor macular  waste (e.g. lipofuscin) which can accumulate in the Retinal Pigment Epithelial (RPE) layer. The accumulation of macular waste  can cause conditions such as Age-Related Macular Degeneration (AMD) which can lead to reduced vision. The FAF mode  may be selected by pressing only one button.  •Digital Filter Processing Red-Free and Cobalt digital filters are included and provide enhanced screening exams. Red-Free is  used for evaluating the Retinal Nerve Fiber Layer (RNFL) and vascular structure of the retina associated with documenting  Glaucoma, Diabetic Retinopathy or Hypertension. The Cobalt filter is also used for evaluating the RNFL, as well as Optic Disc  and Optic Disc Drusen. Additionally, Green (Vascular view) and Red channel (Choroid view) digital filter views are also  included.  •Compact and Lightweight  he small design of the CR-2 PLUS facilitates portability when needed using an optional hard shell  transport case sold separately. Canon instrument tables (sold separately) may comfortably fit both the camera and computer  workstation (sold separately). The space saving design also allows for use in limited office space environments.  •Dedicated EOS Camera Technology  Hgh quality diagnostic images are obtained using a dedicated camera for the CR-2  PLUS which incorporates a large, high-definition CMOS sensor with 18 megapixels. When the camera cover is removed, the  LCD may be adjusted to a variety of titled angles to suit the user's point of view.  •Low Flash Intensity and ISO Sensitivity  Th low flash intensity of the CR-2 PLUS minimizes miosis, thus shortening the  time required for taking multiple view exams or stereo images. The reduced brightness improves patient comfort and reduces  the ghost image the patient sees after an exposure. A wide range of low ISO speeds are supported including ISO 200, 400,  800, 1600, 3200 and 6400.  •Automatic Exposure Function  TheCR-2 PLUS measures the volume of infrared light from the retina and automatically  adjusts the flash intensity for observation and photography. This feature may be set to ON/OFF and can be adjusted using the  operation panel.  •Control Panel  The implified design of the control panel can be easily handled by an examiner. The one-handed joystick may  be used to position the camera to acquire the desired image. In darkly lit rooms, the operation panel illuminates for easier  navigation. The short main body of the CR-2 PLUS provides minimal distance between the patient and the operator allowing  easy access to adjust the patient's position or eyelids.  •Retinal Imaging Control Software  Usingthe Canon Retinal Imaging Control Software (RICS), images can be captured,  viewed, processed, printed and saved to a permanent storage database. The Canon RICS complies with the DICOM®*  Standard. Images may be stored as DICOM or JPEG files. For more information, visit Retinal Imaging Control Software.  

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    Ultrasound Scanner  LOGIQ 9 or equivalent system

  E-Series transducers Incredible transducer technology makes imaging incredibly easy.  E-Series transducers set an entirely new standard in  acquiring extraordinary images. The moment you put the transducer on the patient, these highly advanced, ergonomically designed  transducers work with the agile architecture to maximize image quality.  

    Highly advanced transducer technologies for high-quality images:

  Acoustic Amplifier Technology built into the new E-Series transducers achieves higher sensitivity by recycling the acoustic  energy that used to pass through the transducer crystal. It redirects this previously wasted energy back into the piezoelectric crystal,  adding significantly to the transducer sensitivity.

  KALLO - MOBILECARE

·Acoustic Amplifier Technology  ·Single Crystal Technology  ·Matrix Array Technology  ·Volume Hybrid Technology

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    Single Crystal Technology increases bandwidth, offering better signal to noise and improved axial resolution and penetration.    Matrix Array Technology helps achieve uniform resolution throughout the field of view, eliminating the compromise between  penetration and image resolution.    Volume Hybrid Technology encompasses a new range of Volume transducers bringing an outstanding spatial and temporal  resolution.    LOGIQ E9 knows the next step of a scan and helps you get there like no other ultrasound system can. It's all part of the  technologically advanced Scan Assistant, your customizable scanning protocol.    Scan Assistant does things that an ultrasound system has never done before, including automatically steering color Doppler and  setting up imaging controls and modes for you. Now you can truly concentrate less on keystrokes and more on patient care.    Digital Smartscope

  KALLO - MOBILECARE

Optomed Smartscope or equivalent system    Optomed Smartscope is a digital camera that provides general, ophthalmoscope, otoscopic and dermatoscopic imaging with one hand  -held device.







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    Multi Function Digital Stethoscope  CMS VESD Digital Stethoscope or equivalent system

     CMS-VESD is a multi-functional visual stethoscope. On the basis of stethoscope function, it is added with ECG and SpO2 monitoring  function. The multi-functional characteristic of the device makes it is effective on emergency treatment.

Specification

Stethoscope



  KALLO - MOBILECARE

·Compact and portable, easy to use  ·Suitable for adult, pediatric and neonatal patients.  ·Heart, Lung, Heart and Lung sound models for Stethoscope.  ·Large color LCD display of ECG, SpO2 and Pulse rate  ·Adjustable audible and visual alarms  ·Real-time monitoring.24 hours storage and review of data  ·SD card memory, all data can be transferred to a PC  ·Low power consumption.

·Power Supply : Lithium Battery DC3.6~DC4.2V  ·Display : 2.4 Color LCD

·Heart：20～230Hz  ·Lung：100～800Hz  ·H& L：20～800Hz  ·Accuracy:± 2 bpm

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    Heart Rate

   Pulse Rate

   SpO2

  Patient Weighing Scale for Telehealth  UC321 Digital Weighing scale or equivalent system    Personal Scales for Telemonitoring



  An accurate and precise scale specifically designed for telemedicine applications.  The UC-321 series provides highly accurate and precise measurements for telemedicine applications. These scales are one of the  thinnest and lightest scales on the market. Measuring less than 1 thick, it is easy to step on and store.

  KALLO - MOBILECARE

·Measurement range: 30bpm～300bpm;  ·Accuracy: ± 2 bpm

·Measurement range: 30bpm 250bpm;  ·Accuracy: ± 2 bpm or ± 2%

·Measurement range: 35%～100%;  ·Accuracy: 70~100% (± 2% ) <70% unspecified.

·Precise measurements  ·Displays weight in either pounds or kilograms  ·Memory recall with time/date stamp on select models  ·Includes four attachable feet for carpet use  ·Motion Tolerance Mode on select models

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  KALLO - MOBILECARE

This sleek and stylish unit offers more precise readings and functionality compared to traditional scales. Available with wired or  wireless communications.    Digital Blood Pressure Monitor for Telehealth  AND Digital Blood Pressure Monitor or equivalent system    Blood Pressure Monitors for Telemonitoring



  A leading blood pressure monitoring system among telemonitoring service providers.  This blood pressure monitor can send real-time blood pressure measurements to the Access Point. These devices can also operate in

·Professional accuracy via oscillometric method  ·Clinically validated  ·One button operation  ·Memory storage  ·Provides time and date stamp  ·Each monitor has unique serial number  ·Meets ANSI/AAMI SP10 standards

a batch-mode to send a number of measurements with time and date in a single request command. Available with wired or wireless  communications.            Page 42





      Telepharmacy Solution    Integrates remote or local pharmacist-controlled dispensing system cabinetry and software, pharmacy software and televideo  technology into one system individually designed to meet all your needs. It brings real-time medication dispensing and pharmacist  counseling to the point of care.

Improves patient care and satisfaction



  KALLO - MOBILECARE

·Provides immediate medication access - no more waiting or unnecessary trips.  ·Enhances prescription fulfillment - resulting in greater patient compliance.  ·System software/multiple barcode verifications virtually eliminate dispensing errors.

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SCHEDULE - G  Kallo Mobile care suite of products  (Price is subject to change based on the requirement and configuration of various systems in the Mobile Clinic, and is exclusive of taxes,  levies custom duties, freight and insurance.)

  KALLO - MOBILECARE

Description Kallo Price Agent Markup End user price Mobile Acute Care Clinic - Base price $2,650,000 $265,000 $2,915,000

  NOTE:  PRICING INCLUDES TELE PHARMACY SYSTEM COSTING $150,000/ - FOR EACH MOBILE CLINIC.

Standard Mandatory Maintenance Service for 5 years $2,915,000 $1,457,500 $4,372,500     $1,722,500 $7,287,500                 Description Kallo Price Agent Markup End user price Mobile Chemotherapy Clinic - Base price $1,850,000 $185,000 $2,035,000 Standard Mandatory Maintenance Service for 5 years $2,035,000 $1,017,500 $3,052,500     $1,202,500 $5,087,500                 Description Kallo Price Agent Markup End user price Mobile Dialysis Clinic - Base price $1,600,000 $160,000 $1,760,000 Standard Mandatory Maintenance Service for 5 years $1,760,000 $880,000 $2,640,000     $1,040,000 $4,400,000                 Description Kallo Price Agent Markup End user price Mobile HIV & Malaria Clinic - Base price $1,800,000 $180,000 $1,980,000 Standard Mandatory Maintenance Service for 5 years $1,980,000 $990,000 $2,970,000     $1,170,000 $4,950,000                 Description Kallo Price Agent Markup End user price Command Center for Mobile Clinics $550,000 $55,000 $605,000 Standard Mandatory Maintenance Service for 5 years $605,000 $302,500 $907,500     $357,500 $1,512,500

Page 44
Example Output: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

Example Input: Exhibit 10.B.01 EXECUTION COPY

VIDEO-ON-DEMAND CONTENT LICENSE AGREEMENT between Rogers Cable Communications Inc. (Rogers) and EuroMedia Holdings Corp. (Licensor) offering EurocinemaSM Video-on-Demand service made as of July 11 , 2006 (the Effective Date) (the Agreement)

  1. RIGHTS GRANTED   Licensor grants to Rogers the non-exclusive license and right to distribute and exhibit in Canada (the Territory) all entertainment programming to which Licensor owns or controls the VOD distribution and exhibition rights in the Territory (collectively, Licensed Programs) to residential subscribers of Rogers' digital cable television service on a Video-on-Demand (VOD) basis. For clarity, the VOD service that Rogers provides to such subscribers shall hereinafter be referred to as the ROD Service.     2. LICENSED PROGRAMS.     (a) Subject to Section 3, Licensor shall forthwith provide to Rogers a comprehensive list (including title, length of program, license period and availability date) of all currently available Licensed Programs. During the Term, Licensor shall use best efforts to add newly available Licensed Programs to such list, and may periodically delete Licensed Programs from such list; provided, however, that: (i) Licensor shall provide to Rogers at least ninety (90) days prior notice of the availability date of any Licensed Program added to such list during the Term; (ii) Licensor shall provide to Rogers at least sixty (60) days prior notice of the deletion of any Licensed Program from such list; and (iii) Licensor shall be responsible for any and all reasonable costs and/or losses incurred by Rogers as a result of any deletions from such list during the Term.     (b) Rogers reserves the right, in its sole discretion, to determine which Licensed Programs to distribute and exhibit on the ROD Service and, without limiting the generality of the foregoing, may decline to distribute or exhibit any Licensed Program that it determines, in its sole discretion, is unsuitable for distribution or exhibition on the ROD Service.     (c) Licensor shall use commercial reasonable efforts to provide Rogers with Licensed Programs with closed captioning.     3. AVAILABILITY DATE.     (a) Subject to Section 3(b), the availability date for any Licensed Program that is a feature-length motion picture or direct-to-video product shall be no later than ninety (90) days following the date on which such Licensed Program is made available for home video distribution within the U.S or the Territory.

Source: EUROMEDIA HOLDINGS CORP, 10SB12G, 2/15/2007





      (b) In the event that Licensor grants to another VOD or Pay-Per-View (PPV) service provider in the U.S. or the Territory the right to distribute or exhibit any Licensed Program on an earlier availability date, then Licensor shall also grant to Rogers the right to distribute and exhibit such Licensed Program on such earlier availability date, on the terms provided herein.     (c) Licensor shall not authorize the distribution or exhibition of any Licensed Program by any other means, including, without limitation, television (other than PPV) and internet, for a period of ninety (90) consecutive days following such Licensed Program's VOD availability date.     4. LICENSE PERIOD.   During the Term, Rogers shall have the non-exclusive right to distribute and exhibit each Licensed Program on a VOD basis for a period of ninety (90) consecutive days, or such longer period as may be agreed to by Rogers and Licensor (the License Period).     5. VIEWING PERIOD.   The viewing period for each Licensed Program shall be at least twenty-four (24) consecutive hours, or such longer period as may be agreed to by Rogers and Licensor from time to time (the Viewing Period). Multiple viewings of the Licensed Program shall be permitted during the Viewing Period for no additional fee and all such viewings shall be considered a single exhibition of the Licensed Program for the purposes of calculating License Fees hereunder.     6. LICENSE FEES.     (a) Rogers shall pay to Licensor a fee (the License Fee), which shall be equal to fifty (50)% of Retail Revenues.   For the purposes of this Agreement, Retail Revenues means the retail revenues actually received by Rogers for each authorized exhibition of a Licensed Program on the ROD Service, less GST and applicable sales tax. For greater certainty, Retail Revenues shall not include any fees payable to Rogers for: (i) the purchase, rental or installation of a digital terminal; (ii) any basic or premium television services; or (iii) digital cable access.     (b) Notwithstanding Section 6(a) above,      (i) Prior to calculating License Fees, Rogers shall be entitled to deduct from Retail Revenues on a rolling monthly basis during the Term (Rogers Costs):     (A) the value of programming credits, rebates or other retail price discounts provided to ROD Service subscribers in conjunction with a public marketing or promotional initiative;   -2-

Source: EUROMEDIA HOLDINGS CORP, 10SB12G, 2/15/2007





      (B) the value of refunds provided by Rogers to ROD Service subscribers for technical or other errors during such month;     (C) the percentage equal to Rogers' average year-to-end bad debt exposure (including credit collection costs) for the then current calendar year in respect of all Rogers' cable television subscribers (expressed as a percentage)     (D) encoding costs incurred by Rogers, if applicable, pursuant to Section 8 (a) ; and     (E) closed captioning costs incurred by Rogers to comply with Applicable Law.     (ii) Rogers shall be entitled to deduct from License Fees on a rolling monthly basis during the Term:     (A) the marketing allowance pursuant to Section 12;     (B) the Production Fund Commitment pursuant to Section 13; and     (C) copyright royalty payments pursuant to Section 17.     (c) Payment of License Fees shall be made in Canadian funds in arrears within thirty (30) days following each calendar month during the Term in which Licensed Programs were exhibited hereunder and shall be accompanied by a statement of account showing the calculation of the License Fees.     (d) In the event that Retail Revenues in a particular month are not sufficient to fully reimburse Rogers for the Rogers Costs incurred in such month, Rogers shall be entitled to recover such amounts against Retail Revenues generated by other Licensed Programs in subsequent months.     (e) There shall be no minimum License Fee or retail viewing fee with respect to any Licensed Program. Additionally, Rogers shall not be required to pay any License Fees for VOD exhibitions of any Licensed Program occurring on or off premises that are made for the purposes of quality assurance or testing.     (f) Rogers shall be entitled to withhold from License Fees applicable withholding taxes and to remit same to the responsible taxing authorities, as required by Applicable Law.     7. TERM.     The term of this Agreement (the Initial Term) shall commence as of the Effective Date and, unless earlier terminated in accordance with this Agreement, shall terminate on June 30, 2010. At Rogers' option, this Agreement shall renew for a subsequent term of two (2) years on the terms and conditions herein (the Renewal Term). Notwithstanding the foregoing, if, at the expiry of this Agreement following the Initial Term or the Renewal Term (if any), as applicable, Licensor and Rogers have not executed a new agreement governing the VOD distribution and exhibition of Licensed Programs and Rogers (or its permitted assigns) continues to distribute and exhibit Licensed Programs on the ROD Service following such expiry, such continued distribution and exhibition shall be governed by the terms of this Agreement in effect at the time of expiry, except that each of Licensor and Rogers shall have the right, on sixty (60) days' prior written notice, to terminate this Agreement, as so extended. For greater certainty, all references to Term in this Agreement shall include the Initial Term, the Renewal Term (if any) and any period during which this Agreement continues following its expiry in accordance with this Section.   -3-

Source: EUROMEDIA HOLDINGS CORP, 10SB12G, 2/15/2007





      8. ENCODING AND DELIVERY OF LICENSED PROGRAMS.     (a) Licensor shall, at its sole expense, encode each Licensed Program selected for distribution and exhibition by Rogers hereunder and shall deliver such fully encoded Licensed Program to Rogers on a DLT master tape, DVD-R disc or other master pre-recorded format acceptable to Rogers (each, a Master) at least thirty (30) days prior to the availability date for such Licensed Program. Such Masters shall at all times remain the sole property of Licensor and, within fifteen (15) days following the termination or expiration of this Agreement, Rogers shall either return to Licensor all such Masters then in its possession, or issue a certificate of erasure.     (b) To the extent any Master delivered by Licensor hereunder is determined by Rogers, in its sole discretion, acting reasonably, to be defective: (i) Licensor shall forthwith provide Rogers with a replacement Master; and (ii) if Rogers is unable to distribute and/or exhibit the Licensed Program on the availability date as a result of the defectiveness of any such Master, the License Fee payable in respect of such Licensed Program shall be reduced by 10% for the balance of the License Period.     9. TECHNICAL STANDARDS.   In carrying out its obligations hereunder, Licensor agrees to comply with Rogers' technical standards for materials, as specified by Rogers from time to time. Licensor hereby acknowledges receipt of a copy of or website link to CableLabs technical specifications.     10. MARKETING AND PROMOTION.     (a) Licensor shall provide, at its sole expense and on a timely basis, promotional materials and trailers for each Licensed Program selected for distribution and exhibition by Rogers hereunder, for use by Rogers to advertise and promote the availability of such Licensed Program on the ROD Service. Such promotional materials shall include, but not be limited to: (i) a promotional poster image or related film content in an electronic format; (ii) relevant metadata; (iii) trailer of Licensed Program in an encoded format; and (iv) title and related data.   -4-

Source: EUROMEDIA HOLDINGS CORP, 10SB12G, 2/15/2007





      (b) Licensor shall make available to Rogers, on a free trial basis and at no cost to Rogers, not less than ten (10) Licensed Programs at all times during the Term (each, a Promotional Program) for distribution and exhibition on the ROD Service to promote the Licensed Programs and the ROD Service. Licensor shall refresh the Promotional Programs at a frequency rate to be mutually agreed upon in writing by Rogers and Licensor.     (c) Licensor acknowledges and agrees that Rogers shall be entitled to insert a minimum of four (4) minutes of promotional materials per thirty (30) minutes of Promotional Programs. Rogers shall ensure that at least 75% of such promotional materials directly or indirectly promotes the Licensed Programs.     (d) Licensor shall use commercially reasonable efforts to promote the ROD Service through Licensor's consumer-facing advertising and promotional mediums within the Territory. Such mediums shall include, but not be limited to: (i) television; (ii) radio; (iii) print; (iv) Internet; and (v) event-based marketing. Licensor will deliver accurate, representative samples of all such advertising and promotions to Rogers at least five (5) business days in advance for Rogers' prior review and approval.     11. GUI/EPG.   Licensor, at its sole expense and on a timely basis, shall provide complete, accurate and informative listing and descriptive information in respect of each Licensed Program selected for distribution and exhibition by Rogers hereunder (including, without limitation, synopsis, theme, rating, closed captioning and such other information as may be appropriate or otherwise required by Rogers) to Rogers' graphic user interface (GUI) or electronic programming guide provider (EPG), as the case may be, as designated by Rogers from time to time.     12. MARKETING ALLOWANCE.   In consideration for various services and activities that Rogers performs for the benefit of Licensor during the Term, Licensor agrees to pay to Rogers an amount which shall be equal to ten (10)% of License Fees, calculated on a rolling basis during the Term and payable monthly.     13. PRODUCTION FUND.   For so long as Rogers is required by Applicable Law to contribute a percentage of its gross annual revenues from the ROD Service to an independently-administered Canadian program production fund, Licensor shall reimburse Rogers for 50% of the amount required to be remitted to such production fund by Rogers in respect of the exhibition of Licensed Programs (the Production Fund Commitment). The Production Fund Commitment shall be calculated monthly during the Term and shall be deducted as set out in Section 6 (b).   -5-

Source: EUROMEDIA HOLDINGS CORP, 10SB12G, 2/15/2007





      14. REPRESENTATIONS AND WARRANTIES.     (a) Each of Rogers and Licensor represents and warrants to the other that it has the necessary power and authority to enter into this Agreement and to fully perform its obligations hereunder.     (b) Licensor represents, warrants and covenants to Rogers that:     (i) it is validly incorporated under the laws of The State of Florida, USA     (ii) it has obtained, and shall maintain throughout the Term, all necessary rights, clearances and authorizations to enter into this Agreement and fully perform its obligations hereunder in compliance with Applicable Law and, in particular, to permit Rogers to distribute and exhibit the Licensed Programs on a VOD basis in the Territory;     (iii) it has obtained, and shall maintain throughout the Term, all approvals and/or ratings from provincial authorities necessary to distribute and exhibit each Licensed Program, trailer and other promotional materials provided to Rogers hereunder;     (iv) it unilaterally owns or controls the VOD distribution and exhibition rights to all Licensed Programs within the Territory; and     (v) it has obtained, and shall maintain throughout the Term, all necessary rights to any equipment and/or technology used to provide the encoding services hereunder and its use of such services shall not violate the rights of any third party.     15. INDEMNIFICATION.     (a) Licensor shall indemnify Rogers and its affiliates from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable legal fees) arising out of or caused by:     (i) any breach by Licensor of any material term of this Agreement;     (ii) the content of any Licensed Program, trailer and/or other promotional materials provided by Licensor to Rogers hereunder (including, without limitation, any libelous, slanderous or obscene material, violations of copyright, trade- mark rights or other intellectual property rights, personality right, right of privacy or literary or dramatic right); and     (iii) any encoding or other services provided by Licensor hereunder.   -6-

Source: EUROMEDIA HOLDINGS CORP, 10SB12G, 2/15/2007





      (b) Rogers shall indemnify Licensor and its affiliates from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable legal fees) arising out of or caused by:     (i) any breach by Rogers of any material term of this Agreement; and     (ii) any claim by a Rogers customer, except a claim related to the content of any Licensed Program, trailer and/or other promotional materials provided by Licensor to Rogers hereunder.     (c) This Section shall survive the termination or expiration of this Agreement.     16. LIMITATION OF LIABILITY.   Except with respect to any claim or liability arising from an infringement of any third party intellectual property right, in no event shall either party be liable for any special, indirect, consequential, punitive or incidental damages of any kind. This Section shall survive the termination or expiration of this Agreement.     17. COPYRIGHT ROYALTY PAYMENTS.   For so long as Rogers is required by Applicable Law to pay copyright royalties relating to Licensed Programs hereunder, Licensor shall reimburse Rogers for 50% of any such royalties actually paid by Rogers, calculated on a rolling basis during the Term and payable monthly. This Section shall survive the termination or expiration of this Agreement.     18. ROGERS' TERMINATION RIGHTS.   Notwithstanding any other provision of this Agreement, Rogers may terminate this Agreement, at any time, upon sixty (60) days' prior written notice to Licensor.     19. MUTUAL TERMINATION RIGHTS.   Either Rogers or Licensor may, at its option and without prejudice to any other remedies available to it, immediately terminate this Agreement by giving written notice thereof to the other party for any one or more of the following causes:     (a) the other party defaults in the performance or observance of any of the material terms of this Agreement and such default continues for a period of thirty (30) days after written notice thereof;     (b) if, at any time, an order is made or an effective resolution is passed for the winding-up, liquidation or dissolution of the other party that is not immediately stayed by appeal;     (c) if, at any time, the other party consents to or makes a general assignment for the benefit of creditors, or makes a proposal under, or takes advantage of, any insolvency, restructuring or reorganization legislation, or is declared bankrupt, or if a liquidator, trustee in bankruptcy, custodian or receiver and manager or other officer with similar powers is appointed of the other party or of all or substantially all of the other party's property which is not immediately stayed by appeal; or   -7-

Source: EUROMEDIA HOLDINGS CORP, 10SB12G, 2/15/2007





      (d) Rogers, or any person to whom Rogers has assigned, sold or transferred this Agreement, ceases to offer the ROD Service.     20. EFFECT OF TERMINATION.   If either party terminates this Agreement prior to its expiration, Rogers shall be entitled to continue to distribute and exhibit all Licensed Programs then being distributed and exhibited on the ROD Service, in each case, for a period of sixty (60) days from the effective date of termination or the expiry of the relevant License Period, whichever is earlier, and, in such event, Rogers shall continue to be bound by its payment obligations set forth herein in respect of such Licensed Programs. This Section shall survive the termination of this Agreement for a period of sixty (60) days.     21. MOST FAVOURED NATIONS.   If Licensor enters, or has entered, into an agreement or series of agreements (including side letters, understandings or arrangements, whether oral or written, whether formal or informal, whether now or hereafter effective, or whether on a long-term basis or short-term basis) with a third party for the distribution and exhibition of Licensed Programs in the U.S. or the Territory on a VOD basis, or any other basis that permits the downloading of such Licensed Programs and the subsequent viewing of such Licensed Programs by a residential subscriber, on terms (including, without limitation, license fees, copyright royalty payments, encoding fees and obligations, and marketing support) that are more favourable than those contained in this Agreement, then Rogers has the right to incorporate, or substitute, as the case may be, such term or terms into this Agreement, effective as of the date on which such term or terms were accorded to the third party and for the balance of the period such term or terms are applicable to such third party. Licensor shall provide to Rogers, no later than February 28 in each year, a sworn statement of a senior officer of Licensor, or a certificate of the auditors of Licensor, confirming that, during the immediately preceding calendar year, Licensor did not enter into such an agreement or series of agreements or, if it did enter into such agreement(s), confirming the effective date thereof and identifying the terms contained therein that are more favourable than those contained in this Agreement. During the Term, and for a period of twelve (12) months thereafter, Rogers (and its representatives) shall have the right, upon reasonable prior written notice to Licensor, and during regular business hours, to inspect and/or audit Licensor's books and records to confirm compliance with Licensor's obligations under this Section. This Section shall survive the expiry or other termination of this Agreement for a period of twelve (12) months.   -8-

Source: EUROMEDIA HOLDINGS CORP, 10SB12G, 2/15/2007





      22. CONFIDENTIALITY AND OWNERSHIP.     (a) Rogers and Licensor each agree to maintain the provisions of this Agreement in the strictest confidence, except that the parties may disclose such terms to their affiliates, their respective professional advisors and, in such event, to the extent necessary to: (i) enforce their respective rights hereunder; (ii) comply with the valid order of an administrative agency or court of competent jurisdiction, or with any Applicable Law; and (iii) comply with contractual obligations owed to third parties; provided, however, that, in the case of any disclosure pursuant to items (ii) or (iii) above, (A) the disclosing party shall notify the other party as soon as practicable (and if possible prior to disclosure) and (B) any information so disclosed shall be redacted to the greatest extent possible.     (b) Each party agrees to use the other party's confidential information solely for the purpose of fulfilling its obligations under this Agreement, to hold the other party's confidential information in confidence and to protect the confidentiality of such confidential information using the same degree of care as it uses to protect its own confidential information of a like nature, which shall, in any event, be no less than a degree of care consistent with industry standards. Notwithstanding the foregoing, the receiving party may disclose confidential information to the extent required to comply with the valid order of an administrative agency or court of competent jurisdiction, or with any Applicable Law (provided that the receiving party shall notify the other party as soon as practicable (and if possible prior to disclosure) and any information so disclosed shall be redacted to the greatest extent possible).     (c) Rogers shall own all data and information relating to Rogers' subscribers, including, without limitation, all personal and demographic information, all information relating to an individual subscriber's use of the ROD Service and all aggregate information relating to the use by Rogers' subscribers of the ROD Service (collectively, Rogers Subscriber Information). Licensor acknowledges that Rogers Subscriber Information constitutes valuable assets of Rogers and agrees to hold all Rogers Subscriber Information strictly confidential in accordance with the provisions set forth in Section 22(b) above.     (d) This Section shall survive the termination or expiration of this Agreement.     23. GOVERNING LAW.   This Agreement shall be governed by laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties hereby attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario. This Section shall survive the termination or expiration of this Agreement.     24. ASSIGNMENT.   This Agreement may not be assigned, sold or transferred without the prior written consent of the other party. Notwithstanding the foregoing, Rogers may, without consent, assign its rights and obligations under this Agreement in whole or in part to: (i) a person that directly or indirectly controls, is controlled by or is under common control with Rogers; or (ii) a purchaser of all or substantially all of the assets used in connection with the ROD Service. A change of control of Rogers shall not be considered an assignment of this Agreement. Any purported assignment, sale, or transfer in contravention of this Section shall be null and void.   -9-

Source: EUROMEDIA HOLDINGS CORP, 10SB12G, 2/15/2007





      25. FORCE MAJEURE.   Neither party shall be liable to the other for temporary failure to perform hereunder, if such failure is caused by reason of an Act of God, tempest, satellite circuit failure, labour dispute, strike, temporary or permanent breakdown of facilities, fire, flood, Applicable Law, civil disturbance, or any other cause beyond the parties' respective control. In the event of any force majeure which continues for a period of thirty (30) days or more, the party not immediately affected by such force majeure event may, upon notice to the other party, terminate this Agreement.     26. NOTICES.   Any notice, request, demand, consent or other communication (collectively a Notice) provided or permitted hereunder shall be in writing and given by personal delivery (against receipt), or sent by registered mail (against receipt) postage prepaid, or transmitted by facsimile (provided that a hard copy is immediately sent by registered mail), addressed to the other party for which it is intended at its address below:   To Rogers:   Rogers Cable Communications Inc. 333 Bloor Street East Toronto, Ontario M4W 1G9 Attention: Vice-President, General Manager, Television FAX: (416) 935-4600   with a copy to:   Rogers Communications Inc. 333 Bloor Street East Toronto, Ontario M4W 1G9 Attention: Vice-President, General Counsel FAX: (416) 935-3548   To Licensor:   Sebastien Perioche   Eurocinema   1395 Brickell Ave.,   Suite 800,   Miami, FL 33131, 305-529-6220   FAX: 305-529-6201

-10-

Source: EUROMEDIA HOLDINGS CORP, 10SB12G, 2/15/2007





    Any Notice given pursuant to this Agreement shall make specific reference to this Agreement. Any Notice so given shall be deemed to have been received on the date on which it was delivered in person, or transmitted, if delivered or transmitted on a day, other than a Saturday, on which the Toronto-Dominion Bank in Toronto is open for business (a Business Day) during normal business hours of the recipient and, if not so delivered or transmitted, on the next Business Day or, if sent by registered mail, on the fifth (5t h) Business Day thereafter; provided, however, that either party may change its address and/or facsimile number for purposes of receipt of any such communication by giving ten (10) days prior written notice of such change to the other party in the manner prescribed above.     27. APPLICABLE LAW.   This Agreement is subject to all laws, regulations, license conditions and decisions of the Canadian Radio-television and Telecommunications Commission (CRTC) municipal, provincial and federal governments or other authorities which are applicable to Rogers and/or Licensor, and which are now in force or hereafter adopted (Applicable Law). In the event that any such law, regulation or decision comes into force during the Term concerning the subject matter of this Agreement, such that it prevents or diminishes either party's ability to perform under this Agreement, the parties agree to enter into good faith negotiations to amend this Agreement, where required, in order to remedy such diminution of or inability to perform.     28. SET-OFF.   Rogers shall be entitled to set off any sums owing to Licensor against any sums owing by Licensor to Rogers hereunder.     29. LEGAL EFFECT.     (a) Nothing herein contained shall be deemed to create and the parties do not intend to create any relationships of partner, agent or joint venture as between Rogers and Licensor.     (b) Subject to Section 29(d) below, this Agreement constitutes a binding agreement with respect to the matters set out herein and supersedes all prior agreements, negotiations, representations and proposals, whether written or oral. There are no conditions, covenants, representations or warranties, express or implied, statutory or otherwise relating to the subject matter hereof except as herein expressly provided.   -11-

Source: EUROMEDIA HOLDINGS CORP, 10SB12G, 2/15/2007





      (c) No amendment, waiver or modification of any provision of this Agreement shall be binding on a party unless consented to in writing by such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver unless otherwise expressly provided in writing.     (d) This Agreement shall not become a valid and binding contract unless and until each party has duly executed two (2) copies of this Agreement and one fully executed copy of the Agreement has been delivered to, or received by, each party. For greater certainty, there shall be no agreement between the parties with respect to the subject matter of this Agreement, whether written or oral, express, implied or otherwise, until the parties have complied with the execution and delivery requirements set forth in this Section 29(d), notwithstanding any performance between the parties concerning the subject matter of this document.   To indicate your agreement to the foregoing, please sign and date the Agreement and return it by fax, with an original by courier, to Rogers Cable Communications Inc., 333 Bloor Street East, Toronto, Ontario, M4W 1G9, Attention: Vice-President, Strategy & Development.         ROGERS CABLE COMMUNICATIONS INC.

      Per:

Name: Edward Rogers Title: President and CEO

Per:

Name: David Purdy Title: Vice-President, General Manager, Television     ACCEPTED and AGREED TO this ______ day of ____________, 2006.           Per:

Name: Sebastien Perioche Title: Chairman/CEO



-12-



Source: EUROMEDIA HOLDINGS CORP, 10SB12G, 2/15/2007
Example Output:
Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.