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

[EX Q]: EXHIBIT 10.17

                        TRANSPORTATION SERVICE AGREEMENT                          UNDER RATE SCHEDULE FTS OR ITS

         THIS AGREEMENT (Agreement), entered into on May 20, 1992, is between Arkansas Western Pipeline Company (Transporter), an Arkansas corporation, and Associated Natural Gas Company, a division of Arkansas Western Gas Company, (Shipper);

                                  WITNESSETH:

         WHEREAS, Shipper has requested natural gas for that Transporter transport Shipper; and

         WHEREAS, Transporter has agreed to provide such transportation for Shipper subject to the terms and conditions set forth in this Agreement.

         NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the parties agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

         1.1      Maximum Daily Delivery Obligation (MDDO) means the maximum                   daily quantity of natural gas, expressed in Dekatherms (Dth),                   that Transporter is obligated to deliver from time to time at                   the Point(s) of Delivery specified in Exhibit B to the                   executed Agreement.

         1.2      Maximum Daily Quantity (MDQ)  means the maximum daily                   quantity of natural gas, expressed* in Dth's, that Transporter                   is obligated under the executed Agreement to transport on                   behalf of' Shipper, which shall be 23,000 Dth.

         1.3      Equivalent Quantity means the quantity, expressed in Dth's,                   delivered to Shipper by Transporter at the Point(s) of                   Delivery. Such quantity is equal to the quantity of gas                   received from Shipper at the Point(s) of Receipt less Fuel                   Usage and Applicable Shrinkage.

         1.4      Fuel Usage and Applicable Shrinkage means the quantity of                   natural gas retained by Transporter for fuel usage, leakage,                   blow-down, minor line pack fluctuations, and lost and                   unaccounted for natural gas.

                                   ARTICLE II

                       NATURAL GAS TRANSPORTATION SERVICE

         2.1      Beginning on the date on which deliveries of natural gas are                   commenced hereunder, and thereafter for the remaining term of                   this Agreement, Shipper agrees to tender gas to Transporter at                   the Point(s) of Receipt, and Transporter agrees to transport                   and redeliver and Shipper agrees to accept delivery of the                   Equivalent Quantities of gas at the Point(s) of Delivery, all     &bbsp;             in accordance with the terms of this Agreement.

         2.2      Transportation service rendered hereunder shall be                   firm/interruptible service as described in Section 2 of                   Transporter's X Rate Schedule FTS _____ Rate Schedule ITS.

                                  ARTICLE III

                              POINT(S) OF RECEIPT

         The Point(s) of Receipt at which Transporter shall receive gas for          transportation under this Agreement shall be specified in Exhibit A to          this Agreement.

                                   ARTICLE IV

                              POINT(S) OF DELIVERY

         The Point(s) of Delivery at which Transporter shall redeliver to          Shipper or for the account of Shipper an Equivalent Quantity of gas for          transportation under this Agreement shall be specified in Exhibit B to          this Agreement. Notwithstanding the MDDO at each Point of Delivery,          Shipper shall not nominate a total quantity of natural gas at all          Points of Delivery that exceeds the MDQ set forth in this Agreement.

                                   ARTICLE V

                               TERM OF AGREEMENT

         5.1      Subject to the General Terms and Conditions of Transporter's                   FERC Gas Tariff and Rate Schedule FTS/ITS, this Agreement                   shall be effective as of the date of physical completion of                   and initial deliveries on Transporter's pipeline and shall                   continue for a primary term of ten years. Thereafter, this





                  Agreement shall be effective month to month, until terminated                   by Transporter or Shipper upon the following written notice to                   the other specifying a termination date: sixty (60) days for

                  interruptible transportation under Rate Schedule ITS and 180                   days for firm transportation under Rate Schedule FTS.

         5.2      Any portions of this Agreement necessary to balance receipts                   and deliveries under this Agreement as required by the FTS/ITS                   Rate Schedule, shall survive the other parts of this Agreement                   until such time as such balancing has been accomplished.

                                   ARTICLE VI

                           RATE SCHEDULE AND CHARGES

         6.1      Shipper shall pay Transporter for the service hereunder an                   amount determined in accordance with Transporter's FTS/ITS                   Rate Schedule, and the General Terms and Conditions of                   Transporter's FERC Gas Tariff, all as may be revised from time                   to time. Such FTS/ITS Rate Schedule and General Terms and                   Conditions are incorporated by reference and made a part                   hereof.

         6.2      Transporter may seek authorization from the FERC and/or other                   appropriate body to change any rate(s) and/or term(s) set                   forth herein or in the FTS or ITS Rate Schedule. Nothing                   herein shall be construed to deny Shipper any rights it may                   have under the Natural Gas Act or the Natural Gas Policy Act                   including the right to participate fully in rate proceedings                   by intervention or otherwise to contest increased rates in                   whole or in part.

                                  ARTICLE VII

                             REDUCTION IN CAPACITY

         For firm transportation only, if Transporter's capacity is reduced for          any reason and a reduction of the quantity of gas being transported          hereunder is required, Shipper's MDQ shall be reduced pro rata with the          MDQ's of the other firm Shippers during the period of such capacity          reduction.

                                  ARTICLE VIII

                                  MISCELLANEOUS

         8.1      Amendment. This Agreement shall only be amended, varied or                   modified by an instrument in writing executed by Transporter                   and Shipper. Such amendment will be effective upon compliance                   with Article VIII herein.

         8.2      Applicable Law. This Agreement and the rights and duties of                   Transporter and Shipper hereunder shall be governed by and                   interpreted in accordance with the laws of the State of                   Arkansas, without recourse to the law governing conflict of                   laws.

         8.3      Waiver. No waiver by either Transporter or Shipper of any                   default by the other in the performance of any provision,                   condition or requirement herein shall be deemed a waiver of,                   or in any manner a release from, performance of any other                   provision, condition or requirement herein, nor deemed to be a                   waiver of, or in any manner a release from, future performance                   of the same provision, condition or requirement; nor shall any                   delay or omission by Transporter or Shipper to exercise any                   right hereunder impair the exercise of any such right or any                   like right accruing to it thereafter.

         8.4      Headings. The headings of each of the various sections in this                   Agreement are included for convenience of reference only and                   shall have no effect on, nor be deemed part of the text of,                   this Agreement.

         8.5      Further Assurances. Transporter and Shipper shall execute and                   deliver all instruments and documents and shall do all acts                   necessary to effectuate this Agreement.

         8.6      Entire Agreement. This Agreement constitutes the entire                   agreement between Transporter and Shipper concerning the                   subject matter hereof and supersedes all prior understandings                   and written and oral agreements relative to said matter.

         8.7      Cancellation of Prior Agreement(s). This Agreement, upon its                   effective date, supersedes and cancels any and all other                   agreements between Transporter and Shipper relating to the                   transportation of gas by Transporter for Shipper.

                                   ARTICLE IX

                                    NOTICES





         All notices, requests, statements or other communications provided for          under this Agreement shall be in writing and shall be given by personal          delivery or by United States mail, postage prepaid, and addressed as          follows:

         If to Shipper:

         Arkansas Western Gas Company          1001 Sain Street          P. 0. Box 1288          Fayetteville, AR 72702-1288

         If to Transporter:

         Arkansas Western Pipeline Company          1083 Sain Street          P. O. Box 1408          Fayetteville, AR 72702-1408          Attn: Manager of Transportation Services

         All written notices, requests, statements or other communications shall          be sufficiently given if mailed postage prepaid by registered,          certified, or regular mail and shall be deemed to have been duly          delivered on the third business day following the date on which same          was deposited in the United States mail, addressed in accordance with          this Article VIII. Either Shipper or Transporter may designate a          different address to which notices, requests, statements, payments or          other communications shall be sent upon proper notice as set forth in          this Article VIII.

              IN WITNESS WHEREOF, Transporter and Shipper have caused this Agreement to be duly executed by their duly authorized officers in two (2) original counterparts as of May 20, 1992.

                                      TRANSPORTER

                                      ARKANSAS WESTERN PIPELINE COMPANY                                       an Arkansas Corporation

                                      By /s/ [ILLEGIBLE]                                          ---------------------------------------                                          President

WITNESS: /s/ [ILLEGIBLE]          ------------------------

                                      SHIPPER

                                      ASSOCIATED NATURAL GAS COMPANY,                                       a division of Arkansas Western Company Gas                                       Company

                                      By /s/ [ILLEGIBLE]                                          ---------------------------------------

WITNESS:          ------------------------

                                    EXHIBIT A                                        TO                         TRANSPORTATION SERVICE AGREEMENT                                DATED MAY 20, 1992                      BETWEEN ASSOCIATED NATURAL GAS COMPANY                       AND ARKANSAS WESTERN PIPELINE COMPANY

                                                                              Pressure Psig                                Meter                                   MDQ    -------------      Receipt Point             Number     SEC-TWN-RNG   County   ST   Dth/d    Max     Min      -------------             -------    -----------   ------   --   ------  -----   -----                                                                1.   NOARK Pipeline System     Pending     31-19N-9E     Clay    AR   23,000   685     550

SHIPPER:                                TRANSPORTER: ASSOCIATED NATURAL GAS COMPANY          ARKANSAS WESTERN PIPELINE COMPANY

By: /s/ [ILLEGIBLE]                     By: /s/ [ILLEGIBLE]     --------------------------              -----------------------------





                                    EXHIBIT B                                        TO                         TRANSPORTATION SERVICE AGREEMENT                                DATED MAY 20, 1992                      BETWEEN ASSOCIATED NATURAL GAS COMPANY                       AND ARKANSAS WESTERN PIPELINE COMPANY

                                                                               Pressure Psig                                Meter                                   MDDO    -------------      Delivery Point            Number     SEC-TWN-RNG   County    ST   Dth/d    Max     Min      --------------            -------    -----------   -------   --   ------  -----   -----                                                                 1.   Associated Natural Gas    Pending    28-19N-10E    Dunklin   mo   23,000   500     400

SHIPPER:                                TRANSPORTER: ASSOCIATED NATURAL GAS COMPANY          ARKANSAS WESTERN PIPELINE COMPANY

By: /s/ [ILLEGIBLE]                     By: /s/ [ILLEGIBLE]     --------------------------              -----------------------------     President

                                   SCHEDULE 2

              CONTRACTS BIFURCATED OR PARTIALLY ASSIGNED TO ATMOS

Contract                               Quantity Assigned        Expiration --------                               -----------------        ---------- Transportation & Storage:                                                            AWP FT dated 5/20/92                    13,370 MMBtu/d          07/31/2003 Ozark FT #Z2001 @ AWP                   13,370 MMBtu/d          10/31/2002 Ozark FT #Z2001 @ NGPL                   .2000 MMBtu/d          10/31/2002 TETCO CDS (FT) #800204                   9,826 MMBtu/d          10/31/2012 TETCO SSI #400184                       11,303 DTH/d W/D        04/30/2012                                         .3,876 DTH/d Inj.       04/30/2012 Supply: SEECO Finn Sales dated 10/1/90          15,370 MMBtu/d          09/30/2000

              FORM OF NOTICE OF PERMANENT RELEASE OF FIRM CAPACITY                         AND CONSENT TO PARTIAL ASSIGNMENT

A.       Associated Natural Gas Company, a division of Arkansas Western Gas          Company (Releasing Shipper) is a firm Shipper that is party to an          executed and valid Service Agreement with Arkansas Western Pipeline          Company under Rate Schedule FTS (Transporter). Releasing Shipper          proposes to release capacity as set forth below, and in accordance with          the applicable provisions of Transporter's FERC Gas Tariff. Upon the          satisfaction of all conditions applicable to the proposed release          transaction, including all applicable provisions of Section 14 of the          General Terms and Conditions of Transporter's FERC Gas Tariff,          Releasing Shipper will consent to a partial and permanent assignment of          capacity on Transporter's system. Subject to the satisfaction of such          conditions by the Releasing Shipper and the Replacement Shipper,          Transporter will consent to this partial and permanent assignment of          capacity on its system, and will waive the requirement under Section          14.7 of the General Terms and Conditions of Transporter's FERC Gas          Tariff, providing that Releasing Shipper shall remain the guarantor of          payment to Transporter of all demand charges arising under its Service          Agreement with Transporter for such assigned capacity.

B.       Rate Schedule and contract number pursuant to which capacity is          released, Contract Number: FTS - 0 1

C.       Quantity of capacity to be released: Max 13,370 Dfli/Day,                                Min 13,370 DthDay.

D.       (i) Minimum transportation rate acceptable to Releasing Shipper (if          none, write none; includes commodity component):

         Tariff Rate

         (ii) Bid Requirements:

              (a) _X_ Reservation, __Volumetric

                  or ___ Volumetric with ___ volume commitment

              (b) __ Dollar/Cents or __ Percentage

E.       Receipt Points and Delivery Points (designate primary and/or          secondary):

         Receipt Point: Ozark/AWP Interconnect Meter 00010





         Delivery Point: AWP/ANG Interconnect Meter 00020 MDQ @ 13,370          MMBtu/d.

F.       Bid Evaluation Methodology: i) highest rate, net revenue or present          value

         ii).     If Releasing Shipper chooses to provide weighting factors in                   accordance with Section 14.9 of the General Terms and                   Conditions of Transporter's FERC Gas Tariff, weighting factors                   are as follows: Please provide a range for each factor between                   0 - 1,000. The numbers need not add up to 1,000.

                  _________________ Volume (0 - 1,000)

                  Max Rate ___________________ -1 Rate (0 - 1,000)

G.       i).      Designated Replacement Shipper (if none, write none):

                  United Cities Gas Company a, division of Atmos Energy                   Corporation.

         ii).     Terms and conditions agreed to between Releasing Shipper and                   Designated Replacement Shipper:

                               _________ Demand Rate (MMBtu)

                               13,370 Volume MMBtu/Day

         iii)     Releasing Shipper and Designated Replacement Shipper                   understand Designated Replacement Shipper may not receive the                   released capacity if it fails to match any best bid submitted                   by another potential Shipper as provided in Transporter's FERC                   Gas Tariff.

H.       Other terms and conditions (if none, write none): _________________

This is a maximum tariff rate, permanent assignment of capacity, not subject to bid.

     Date                         Releasing Shipper: Associated Natural Gas Co.                                    Charles V. Stevens, Sr. Vice President

                                     ANY, a division of Atmos Energy Corporation

                                   UNITED CITIES GAS

                                   BY: /s/ [ILLEGIBLE]                                        -----------------------------------------                                        Replacement Shipper*

 -May 24, 2000

     Date

     Date                                         Transporter:

                       ARKANSAS WESTERN PIPELINE COMPANY

To be executed, prior to posting by Transporter, by Replacement Shipper only if Replacement Shipper has been designated by Releasing Shipper in G(i) above.

                      BID ON PERMANENTLY RELEASED CAPACITY                       ON ARKANSAS WESTERN PIPELINE COMPANY

A.       United Cities Gas Company a, division of Atmos Energy Corporation          (Bidder) hereby bids on released capacity (Capacity) on the system          of Arkansas Western Pipeline Company (Transporter). This bid will          remain open until Transporter selects a winning bidder, or notice of          withdrawal is received by Transporter.

B.       The Capacity was released by Associated Natural Gas Company, a division          of Arkansas Western Gas Company.

         (FTS - 01) under Transporter's Rate Schedule FTS,

C.       The transportation rate bid is Maximum Tariff Rate per Dth, not          including commodity charge, fuel, or other applicable fees.

D.       The quantity of Capacity bid for is 13,370 Dth/Day

E.       The term of the Capacity bid for is (Permanent Assignment through          original contract term) Months/Years, beginning June 1, 2000 and ending          at the expiration date of contract FTS - 01.

F.       Receipt and Delivery points (designate primary and/or secondary)

         Receipt Point: Ozark/AWP Interconnect Meter 000 10

         Delivery Point: AWP/ANG Interconnect Meter 00020 MDQ @ 13,370          MMBtu/d.





G.       Other information requested by the Releasing Shipper

         This is a maximum tariff rate, permanent assignment of capacity, not          subject to bid.

H.       Bidder agrees to comply with all terms and conditions of Transporter's          FERC Gas Tariff.

I.       If selected by Transporter as the winning bidder, Bidder will          immediately execute the partial assignment form set forth below.

i        Bidder acknowledges that it has the full authority to make this bid and          bind itself and its agents and/or principals to this bid.

                           UNITED CITIES GAS COMPANY, a division of May 24, 2000

Atmos Energy Corporation ------------------------   -----------------------------------------------------

Date                                             BIDDER

                           By: /s/ GORDON J. ROY

                               Gordon J. Roy                                Vice President

                         PARTIAL ASSIGNMENT OF CAPACITY                       ON ARKANSAS WESTERN PIPELINE COMPANY

A.       United Cities Gas Company a, division of Atmos Energy Corporation          (Replacement Shipper) has submitted the winning bid for firm capacity          on the system of Arkansas Western Pipeline Company (Transporter) for          capacity released by Associated Natural Gas Company, a division of          Arkansas Western Gas Company (Releasing Shipper), and understands          that its bid of (date) June 1, 2000 has been accepted by Transporter.

B.       Replacement Shipper has read and understands the terms and conditions          under which the Releasing Shipper has permanently released such          capacity on Transporter and hereby contracts for such capacity, in          accordance with its bid, subject to terms and conditions set forth on          Transporter's FERC Gas Tariff and the Service Agreement between the          Releasing Shipper and Transporter (copy of bid and release notice          attached). Replacement Shipper adopts such Service Agreement for the          assigned capacity, and from and after the effective date of the          referenced release shall be fully liable to Transporter for all demand          charges, volumetric charges, surcharges, and other charges arising          under the terms of the Service Agreement with Transporter for such          assigned capacity from and after that effective date.

C.       Releasing Shipper hereby makes a partial assignment of its rights and          obligations under contract number FTS - 01 in accordance with the          attached bid and release notice. This assignment is made in accordance          with Transporter's FERC Gas Tariff.

                               Releasing Shipper: Associated Natural Gas Co.                              Charles V. Stevens, Sr. Vice President                              UNITED GAS a division of Atmos Energy Corporation

                             BY:                                         CITIES COMPANY

                               /s/ GORDON J. ROY                                -------------------------------------------------                                Replacement Shipper Gordon J. Roy, Vice President

                             Transporter:

                             Arkansas Western Pipeline Company 
Question: Highlight the parts (if any) of this contract related to Post-Termination Services that should be reviewed by a lawyer. Details: Is a party subject to obligations after the termination or expiration of a contract, including any post-termination transition, payment, transfer of IP, wind-down, last-buy, or similar commitments?
[EX A]: 4797

[EX Q]: 1                                                                     Exhibit 10.2

                           CO-HOSTING AGREEMENT

  This Co-Hosting Agreement (the Agreement) is made by and between NETWORKS ASSOCIATES, INC., a Delaware corporation, doing business as Network Associates, Inc., with its principal place of business at 3965 Freedom Circle, Santa Clara, California 95054 (NAI), and SOFTWARE.NET CORPORATION, a Delaware corporation, a.k.a. Beyond.com, with its principal place of business at 1195 West Fremont Avenue, Sunnyvale, California 94087 (Co-Host). The Effective Date of this Agreement (herein called the Effective Date) is September 21, 1998.

                                 RECITALS

  WHEREAS, Co-Host owns various Internet locations, including the location set forth in Part 1 of Exhibit A hereto (the Co-Host Site) and markets software and computer hardware products from the Co-Host Site (herein referred to as the Goods).

  WHEREAS, Co-Host, as successor of Cybersource Corporation, and NAI are parties to an Electronic Software Distribution Agreement, dated as of September 1, 1997 regarding the electronic distribution of NAI's Goods (the ESD Agreement).

  WHEREAS, NAI has developed various Internet locations (the NAI Internet Sites) (with separate URL designations issued to NAI by InterNIC) (said designations being herein referred to individually as an URL) comprised of one or more file servers, with an Internet access at the applicable URL. Those portions of the NAI Internet Site or any future Internet locations developed by NAI which are accessible by members of the general public are referred to herein as the Originating Locations. NAI permits the maintenance of hot links from the Originating Locations to other Internet locations, whereby the end user can transfer from the NAI Internet Sites to the Co-Host Site by clicking the pointing device on highlighted text or images. Originating Locations does not include the McAffee Mall (as defined in Part 2 of Exhibit A) or web servers within a firewall or accessable only by passwords or other similarly restricted URLs (the Restricted Sites); provided, however, that the term Restricted Sites shall not include sites accessable only through online services (such as AOL) and other portals generally accessable to the public.

  WHEREAS, NAI and Co-Host desire to place a Co-Host hot link for the Goods at the Originating Locations and NAI and Co-Host desire to enter into certain additional agreements regarding such marketing opportunities through the Originating Locations.

  THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements hereinafter set forth, Co-Host and NAI have entered into the agreements hereinafter set forth.

                                    1

2      IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Effective Date.

                                    SOFTWARE.NET CORPORATION                                        (a.k.a. Beyond.com)

ADDRESS FOR NOTICES 1195 West Fremont Avenue Sunnyvale, California 94087 Attention: President

                                    By:        /s/ JAMES R. LUSSIOR                                            -------------------------------------                                        Name:          James R. Lussior                                              -----------------------------------                                        Title: Vice President Business Operations                                               ----------------------------------                                        Date:               9/21/98                                              -----------------------------------

                                    NETWORKS ASSOCIATES, INC.

ADDRESS FOR NOTICES 3965 Freedom Circle Santa Clara, California 95054 Attention:  Vice President             Legal Affairs

                                    By:           /s/ PRABHAT K. GOTAL                                            -------------------------------------                                        Name:             Prabhat K. Gotal                                              -----------------------------------                                        Title:                CFO                                               ----------------------------------

Date: September 21, 1998





                                    2    3

                     TERMS AND CONDITIONS OF AGREEMENT

1.   LOCATION. During the Term (as defined in Section 6 (a) below), NAI shall      provide the following marketing considerations to Co-Host:

  (a)  Co-Hosting Rights. Co-Host shall be permitted to maintain on the           Online Service Page (as defined in Part 2 of Exhibit A) of the           Originating Locations in the manner set forth on Exhibit B hereto           (and on such other positions as are set forth on Exhibit B or as the           parties may mutually agree upon in writing from time to time) a hot           link to Internet locations specified by the Co-Host (the           Destination) from which Goods (other than Competitor's Goods           (hereinafter defined)) may be sold. The web pages at the Destination           shall be maintained in accordance with the requirements of this           Agreement, including without limitation, Section 2 hereof.           Competitor's Goods as used herein shall mean the Goods of any of the           persons or entities described on Part 1 of Exhibit C attached hereto           and made a part hereof. The Destination shall not contain any links to           any third party sites for the purchase of Competitor's Goods; provided           that the Destination will link to the Co-Host Site (which will sell           Competitor's Goods).

  (b)  Exclusive Positioning. Co-Host shall be the exclusive reseller of           software products (Software) at the Originating Locations. The           preceding sentence shall not prohibit NAI from (i) reselling Software           including NAI Goods (hereinafter defined) from the McAfee Mall; (ii)           referencing and linking to sites of strategic partners (other than           competitors of Co-Host listed on Part 2 of Exhibit C) which may also           be involved in the resale of Software from such sites; provided that           no Software may be purchased on the page of such site which is linked           to any Originating Location and further provided that the references           and links to the sites of strategic partners shall not be placed on           the Online Service Page; and (iii) advertising Software with banners,           buttons and other forms of online advertising; provided that any link           from such advertising takes the end user to the publisher of the           Software and not a reseller of Goods (other than Co-Host). For           example, an advertising banner or button for the Windows 98 software           program may link back to the website of Microsoft Corporation but not           the website of Dell Computer Corporation which is reselling the           program. Without limitation on the foregoing, NAI may co-host a           comparative shopping service on the Originating Locations. NAI will           obtain a written covenant that the comparative shopping co-host will           present sellers of Software in a neutral manner and upon request of           Co-Host will require removal or alteration of presentations by such           co-host on such co-hosted facility which Co-Host reasonably deems to           be non-neutral; provided, however, that, notwithstanding the           foregoing, Co-Host may be the featured or most prominent Software           reseller on any such service.

  (c)  Short Term Product Exclusives. For a period of fourteen (14) days           following release of any new NAI Goods or major version releases           (i.e., version 3.0 to 4.0) of existing NAI Goods, Co-Host shall be the           exclusive online seller of any such

                                    3    4

       release released during the Term. NAI Goods as used herein shall           mean retail desktop software products offered by NAI under the           McAfee brand or other NAI owned brand, which NAI makes available for           resale through distributors and resellers via the Internet.

  (d)  Reference Site. Co-Host may refer to the Originating Locations as a           Co-Host customer location and to NAI as a Co-Host customer hereunder           provided all such references shall be subject to the prior review and           approval of NAI, which approval will not be unreasonably withheld.

  (e)  Links to Online Service Page. Any end user accessing the principal           URLs of NAI (e.g., mcafee.com, cybermedia.com, pgp.com, tis.com) shall           be taken to the Online Service Page. Any end user accessing a buy           button on any of the Originating Locations shall be taken to the           Online Service Page. NAI shall not sell retail desktop consumer           products, including without limitation, NAI Goods from the NAI           Internet Sites (other than the McAfee Mall).

       NAI reserves the right to change the URL of the Originating Locations           from time to time and agrees to give Co-Host as much notice of any           such change as is practicable.

2.   MARKETING AND SALES.

  (a)  Placement of Order. In consideration of the Co-Hosting Fee set forth           in Part 3 of Exhibit A, NAI shall provide the marketing           consideration identified in Section 1 during the Term of this





       Agreement.

  (b)  Advertising Materials; Destination Operation. Co-Host shall provide to           NAI artwork and text materials with respect to the advertisement of           the Destination at the Originating Locations. Such artwork and           materials must be non-infringing, inoffensive, accurate, truthful and           otherwise comply with all applicable laws. Co-Host shall comply with           all applicable laws in connection with the operation of the           Destination, including without limitation, requirements regarding the           confidentiality of information concerning end users. NAI retains the           right, but not the obligation, to disapprove or remove any           advertisements or advertising materials it reasonably deems illegal,           inappropriate or otherwise inconsistent with the purposes of the           Originating Sites, without the consent of Co-Host.

  (c)  Use of Trademarks. Co-Host hereby grants to NAI a non-exclusive,           non-transferable, royalty-free license during the term of this           Agreement to use the trademarks, service marks and trade names of           Co-Host in connection with the advertising and promotion of the Goods           from the Originating Locations, provided that NAI complies with the           terms of Section 9(b) of the Web Site Services Agreement (as defined           below). Co-Host reserves the right to terminate the foregoing right,           after giving NAI notice and opportunity to cure the allegedly harmful           use, if in Co-Host's reasonable judgment, NAI's use of such           trademarks, service marks and trade names harms the business, image or           goodwill of Co-Host.

                                    4    5

  (d)  Limited Duty of Promotion. NAI shall have no duty or obligation to           advertise or promote the Goods, other than as set forth in this           Section 2. Except as expressly set forth herein (including, without           limitation, as set forth in this Section 2(d)), NAI does not,           expressly or impliedly, guaranty or warrant any results or level of           sales or customer leads to Co-Host. NAI reserves the right to cease           publication of the Originating Locations for brief periods from time           to time for maintenance or other purposes; provided that the           Originating Locations will comply with the same Uptime Requirements           specified with respect to the Managed Site in the Web Site Services           Agreement.

  (e)  Marketing Promotions. During the Term, Co-Host and NAI will regularly           discuss and implement mutually agreed upon jointly funded marketing           promotions. NAI and Co-Host hereby agree that the marketing promotions           set forth on Exhibit D hereto will be implemented as set forth on           Exhibit D.

  (f)  Distribution of Physical Products. NAI grants to Co-Host the right to           distribute physical copies of NAI's Goods to end users ordering from           the Managed Site, the Destination or Beyond.com upon the terms set           forth in Exhibit E attached hereto and made a part hereof.

3.   PAYMENT AND RECORDS.

  (a)  Fees. Subject to the provisions of Section 6 hereof, Co-Host shall pay           to NAI the amount designated in Part 3 of Exhibit A as the           Co-Hosting Fee upon the schedule set forth in such Part.

  (b)  Payment Terms. Except as set forth in such Part 3 of Exhibit A,           payments from Co-Host to NAI shall be due thirty (30) days from the           date of invoice. All payments will be made in United States dollars,           free of any taxes then currently applicable, at the address designated           above by NAI. Late payments shall bear interest at the lesser of: (i)           the maximum rate permitted by law, and (ii) the rate of 1.5% per month           from the due date until paid.

4.   EQUITABLE RELIEF. Each party acknowledges that any breach of its      obligations under this Agreement with respect to the proprietary rights or      confidential information of the other party will cause the other party      irreparable injury for which there are inadequate remedies at law, and      therefore such other party will be entitled to equitable relief in addition      to all other remedies provided by this Agreement or available at law.

5.   PROPRIETARY RIGHTS. NAI retains ownership of the NAI Internet Site, the      Originating Locations, the trademarks and all intellectual property rights      in connection with the NAI Internet Site, including without limitation, its      URL designations and all rights from InterNIC in connection therewith.      Co-Host and its licensors retain ownership of all intellectual property      rights in the advertising materials provided, the trademarks and all      intellectual property rights in connection with the Destination and the      Co-Host Site, including, without limitation, its URL designations and all      rights from InterNIC in connection therewith, and all of its other      intellectual property rights.

                                    5    6

6.   TERM AND TERMINATION.

  (a)  Term. This Agreement will commence on the Effective Date, and will           terminate on the third anniversary of the Effective Date (the Term),           unless earlier terminated as provided in this Agreement.





  (b)  Termination. A party may terminate this Agreement immediately: (i) if           the other party engages in any material unlawful business practice and           such practice continues uncured thirty (30) days following written           notice thereof, (ii) if the other party fails to perform any material           obligation, (which shall include, without limitation, the payment           obligations hereunder and compliance with the Uptime Requirements in           respect of the Originating Locations) or violates any material           restriction contained in this Agreement and such failure continues           uncured thirty (30) days following written notice thereof, (iii) by           such party if that certain Web Site Services Agreement between NAI and           Co-Host dated of even date herewith (the Web Site Services           Agreement) or the ESD Agreement is terminated by the other party,           (iv) if a receiver is appointed for the other party or its property,           (v) if the other party makes an assignment for the benefit of           creditors, (vi) if the other party becomes the subject of any           proceeding under any bankruptcy, insolvency or debtor's relief law,           (vii) upon ninety (90) days prior notice in writing by Co-Host at any           time after June 30, 2000, if the term of the Web Site Services           Agreement has not been renewed for an additional term of one (1) year           or more pursuant to its terms or (viii) if the party terminates the           Web Site Services Agreement by reason of the other party's material           default thereunder.

  (c)  Effect of Termination. Upon the effective date of the termination, all           outstanding invoices and other invoicable amounts will become due and           payable. Co-Host's contractual right to the marketing consideration           shall cease immediately upon the effective date of the termination.           Termination or expiration of this Agreement if by reason of material           breach by Co-Host shall not affect any of Co-Host's payment           obligations, all of which survive termination of this Agreement;           provided that, in (i) the event of termination of this Agreement by           Co-Host due to a material default by NAI, NAI shall pay to the Co-Host           the Liquidated Damages Amount (as defined in Part 2 of Exhibit A).

7.   CONFIDENTIALITY. Confidential Information disclosed by either party in      writing and marked as confidential, proprietary or the like (or      disclosed verbally if a written summary is provided within thirty days),      including any information relating to such party's research, development,      proprietary technology, product and marketing plans, finances, personnel      and business opportunities will be considered confidential information.      Each party will not use the other party's confidential information except      as required to achieve the objectives of this Agreement and will not      disclose such confidential information except to employees, agents and      contractors who have a need to know in the discharge of their duties under      this Agreement. Such restrictions will not apply to information that      becomes public knowledge other than through the disclosing party, is      independently developed by the non-disclosing party, or is lawfully      required to be disclosed by any governmental agency or otherwise required      to be disclosed by law.

                                    6    7

  Neither party will make any disclosure of, or statement covering, the terms      of this Agreement, including the financial terms, to any third parties      (other than its attorneys, accountants and professional consultants),      without obtaining the other's prior written consent, except as required by      court order or applicable regulatory authorities, including without      limitation, the rules and regulations of the Securities and Exchange      Commission, any stock exchange and the NASDAQ. The parties agree that under      their current understanding, disclosure of the financial terms of this      Agreement is not required under the foregoing rules and regulations. The      obligations of this Section 7 shall survive the termination of this      Agreement, under any circumstances. The parties shall make a joint press      release announcing the relationship, the timing and content of which shall      be subject to the mutual agreement of the parties.

8.   RELATIONSHIP OF THE PARTIES. The parties are independent contractors and      not partners, joint venturers or agents, and neither party may obligate the      other to any warranty or other obligation. Neither NAI nor Co-Host is by      virtue of this Agreement authorized as an agent or other representative of      the other party.

9.   REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION.

  (a)  Co-Host represents and warrants to NAI that Co-Host has all right,           title, ownership interest and/or marketing rights necessary to provide           the advertising materials to NAI, to perform its obligations hereunder           and to operate the Destination. Each party further represents and           warrants to the other that it has not entered into any agreements or           commitments which are inconsistent with or in conflict with the rights           granted or obligations incurred by the representing party in this           Agreement. Co-Host further represents and warrants that the           advertising materials supplied hereunder do not infringe any Covered           Country (hereinafter defined) copyright, trademark, or trade secret           right. Covered Country shall mean the United States of America and any           member state of the European Economic Union. Co-Host agrees that, if           notified promptly in writing and given sole control of the defense and           all related settlement negotiations, it will defend NAI, its           employees, officers and agents, against any claim based on an           allegation that (i) advertising materials supplied hereunder infringes           a Covered Country patent, copyright, trademark or state trade secret           right, or (ii) Co-Host violated any law, statute or ordinance or any           governmental or administrative order, rule or regulation with regard





       to the advertising materials, the operation of the Destination or the           manufacture, possession, distribution, use or sale of the Goods.           Co-Host will pay any resulting costs, damages and attorneys' fees           finally awarded by a court, or agreed to in settlement by Co-Host,           with respect to any such claims. NAI agrees that, if the advertising           materials become, or in Co-Host's opinion are likely to become, the           subject of an infringement claim, NAI will permit Co-Host, at           Co-Host's option and expense, to, among other things, procure the           right for NAI to continue marketing and using the advertising           materials, or to replace or modify them so that they become           non-infringing.

                                    7    8

  (b)  NAI represents and warrants that NAI has all right, title, ownership           interest and/or marketing rights necessary to operate the Originating           Locations, provide the Products to Co-Host, and the Products shall be           free and clear of all liens and encumbrances. NAI further represents           and warrants that it has not entered into any agreements or           commitments which are inconsistent with or in conflict with the rights           granted to Co-Host in this Agreement. NAI further represents and           warrants that the Products supplied hereunder do not infringe any           Covered Country patent, copyright, trademark, or trade secret right.           NAI agrees that, if notified promptly in writing and given sole           control of the defense and all related settlement negotiations, it           will defend Co-Host, its employees, officers and agents against any           claim based on an allegation that (i) a Product supplied hereunder           infringes a Covered Country patent, copyright, trademark or trade           secret right, or (ii) NAI violated any law, statute or ordinance or           any governmental or administrative order, rule or regulation with           regard to a Product or its manufacturer, possession, use or sale. NAI           will pay any resulting costs, damages and attorneys' fees finally           awarded by a court, or agreed to in settlement by NAI, with respect to           any such claims to the extent of the compensation received under this           Agreement. Co-Host agrees that, if the Products in the inventory of           Co-Host, or the operation thereof, become, or in NAI's opinion are           likely to become, the subject of an infringement claim, Co-Host will           permit NAI, at NAI's option and expense, to, among other things,           procure the right for Co-Host to continue marketing and using such           Products, or to replace or modify them so that they become           non-infringing. If neither of the foregoing alternatives is available           on terms that NAI deems reasonable, Co-Host will return such Products           on written request from NAI. NAI will grant Co-Host a credit equal to           the price paid by Co-Host for such returned Products, as adjusted for           discounts, returns and credits actually given, provided that such           returned Products are in an undamaged condition. NAI will have no           obligation to Co-Host with respect to infringement of patents,           copyrights, trademarks or trade secrets or other proprietary rights           beyond that stated in this Section 9(b).

  (c)  No Combination Claims. Notwithstanding Section 9(b), NAI will not be           liable to Co-Host for any claims to the extent they arise solely based           upon the combination, operation or use of any Product with equipment,           data or programming not supplied by NAI, or to the extent they arise           solely based upon the alteration or modification of the Products by           the Co-Host or the purchaser of such Products.

10.  LIMITATION OF LIABILITY. EXCEPT FOR CLAIMS UNDER SECTION 9 HEREOF, THE      LIABILITY OF A PARTY TO THE OTHER FOR DIRECT DAMAGES SHALL NOT EXCEED      FIFTEEN MILLION DOLLARS. EXCLUSIVE OF ANY CLAIMS BY THIRD PARTIES FOR      INJURY OR DAMAGES TO PERSONS OR TANGIBLE PROPERTY DIRECTLY CAUSED BY ANY      PRODUCT, NEITHER PARTY'S LIABILITY WITH REGARD TO THIS AGREEMENT OR THE      ADVERTISING MATERIALS, IF ANY, WILL INCLUDE CONSEQUENTIAL, INCIDENTAL,      SPECIAL OR OTHER INDIRECT DAMAGES, SUCH AS LOST PROFITS, EVEN IF

                                    8    9

  THE OTHER PARTY HAS KNOWLEDGE OF THE LIKELIHOOD OF SUCH DAMAGES.

11.  FORCE MAJEURE. Neither party shall be liable for the failure to perform any      of its obligations under this Agreement, except for payment obligations, if      such failure is caused by the occurrence of any event beyond the reasonable      control of such party, including without limitation, fire, flood, strikes      and other industrial disturbances, failure of raw materials suppliers,      failure of transport, accidents, transmission difficulties, phone service      interruptions, riots, insurrections, acts of God or orders of governmental      agencies.

12.  GENERAL.

  (a)  This Agreement, the Web Site Services Agreement and the certain ESD           Agreement between the parties set forth the entire agreement between           the parties on all subject matters and supercede all prior agreements           and understandings between the parties.

  (b)  This Agreement may not be changed, terminated or amended except in           writing. Whenever the consent of any party is required hereunder, such           consent may be given or withheld in such party's sole discretion and           with or without reason or cause, unless this Agreement states           otherwise.





  (c)  The parties agree that the terms and conditions of this Agreement           shall prevail over any contrary or additional terms in any purchase           order (unless agreed to in writing by both parties), sales           acknowledgment, confirmation or any other document issued by either           party affecting the purchase and/or sale of Goods. The terms of the           Exhibits to this Agreement shall be equal in importance to the terms           of the body of this Agreement.

  (d)  Either party's failure or delay in exercising any of its rights will           not constitute a waiver of such rights unless expressly waived in           writing. Neither party may assign this Agreement without the other's           prior written approval, except by operation of law or in connection           with the sale of substantially all of the assets of such party's           business or the acquisition of such party by a third party.

  (e)  This Agreement will be governed and interpreted according to the laws           of the State of California, without reference to principles of           conflicts of laws. Each party hereto expressly consents to the           personal jurisdiction of the state and federal courts located in Santa           Clara County, California, and expressly waives any defense to any           action based on inconvenient forum, choice of venue, lack of personal           jurisdiction, sufficiency of service of process or the like.

  (f)  In the event of any litigation or arbitral proceeding between they           parties regarding this Agreement, the advertising materials or the           obligations of the parties hereunder, the party not prevailing therein           shall pay the reasonable attorneys' fees and court costs of the party           prevailing therein.

                                    9    10

  (g)  If a court of law finds any provision of this Agreement unenforceable,           the parties agree to modify such provision to the extent necessary to           make it legal and enforceable while preserving its intent and the           economic effect of the unenforceable provision.

  (h)  Any notices and demands provided hereunder must be in writing and will           be deemed given upon the earlier of actual receipt or two (2) days           after being sent by overnight Federal Express or Express Mail, return           receipt requested, to the appropriate address set forth above, as such           contacts and addresses may be changed by written notice to the other           party.

                                    10    11

                                EXHIBIT A

                        Additional Agreement Terms                  (with location of first reference in Agreement)

1.   Destination                                                      (Recitals)

  www.mol.com or any successor site, which shall be the page to which traffic is directed from the public NAI URLs.

  Co-Host Site      www.beyond.com

2.   Certain Definitions

  1. Aggregate Revenue in any year of the Term shall mean the revenue generated in such year by (i) the sale of Goods to customers entering the Co-Host Site through the Destination,and (ii) sales of Goods from the Managed Site (as defined in the Web Site Services Agreement).

  2. Liquidated Damages Amount shall mean the difference between (i) the aggregate amount of the Co-Hosting Fee paid by Co-Host (the Aggregate Fee) and (ii) the Aggregate Fee multiplied by a number the numerator of which shall be the actual Aggregate Revenue through the effective date of termination of the Agreement and the denominator of which shall be the aggregate of the Minimum Revenue Targets through the effective date of the termination.

  3. McAfee Mall shall mean the same thing as the Managed Site under the Web Site Services Agreement.

  4. Online Service Page shall mean the general reference page for the NAI Sites established under the URL www.mol.com or any successor URL.

  5. Minimum Revenue Targets shall mean: (i) in the first (1st) year of the Term, Aggregate Revenues of not less than Nine Million Dollars ($9,000,000) and (ii) in the second (2nd) year of the Term, Aggregate Revenues of not less than Twelve Million Dollars ($12,000,000).

3.   Co-Hosting Fee                                              (Section 2(a))      Co-Host shall pay to NAI a Co-Hosting Fee in the following amounts:

  (a)  A non-refundable initial payment of Two Million Five Hundred Thousand           Dollars ($2,500,000) payable as follows: $2,000,000 on or before





       September 30, 1998, and the balance within sixty (60) days of the           execution of this Agreement.

                                    11    12

  (b)  Quarterly payments of $312,500 each, with the first payment being due           September 15, 1999, and on each December 15, March 15, June 15, and           September 15 thereafter during the Term unless (i) the Agreement is           terminated in accordance with Section 6 of the Agreement prior to such           date in which case no quarterly payments will be due following the           effective date of such termination or (ii) if the Minimum Revenue           Target (as defined in Part 2 of this Exhibit A) for the first year           of the Term is not achieved by the first anniversary of the Effective           Date, in which case no quarterly payments are payable until such time           as the Minimum Revenue Target for the first year of the Term is           achieved at which point Co-Host will resume making future quarterly           payments on the schedule and in the amount set forth above for the           duration of the Term or (iii) if the aggregate Minimum Revenue Targets           (as defined in Part 2 of this Exhibit A) for the first and second           year of the Term are not achieved by the second anniversary of the           Effective Date, then, even if the Minimum Revenue Target (as defined           in Part 2 of this Exhibit A) for the first year of the Term has been           achieved prior to such second Anniversary, no quarterly payments are           payable during the second year of the Term until such time as such           aggregate Minimum Revenue Target is achieved at which point Co-Host           will resume making future quarterly payments on the schedule and in           the amount set forth above for the duration of the Term. The parties           hereby agree to renegotiate in good faith a downward adjustment to the           foregoing quarterly payments in the event that the Minimum Revenue           Target for year one (1) is not achieved in the first year of this           Agreement.

                                    12    13

                                EXHIBIT B

     SPECIFICATIONS FOR HOT LINK FROM THE ONLINE SERVICE PAGE OF ANY                               ORIGINATING LOCATION

The hot link to the Co-Host site shall be no less prominent (whether is size, location or format) than any hot link to the McAfee Mall from the Online Service Page. In addition, in the event that any hot links to the McAfee Mall are located on any web page on the Originating Locations other than on the Online Service Page, then a hot link to the Co-Host Site shall all be located on such web page and shall be no less prominent (whether is size, location or format) than any hot link to the McAfee Mall. Notwithstanding the foregoing, the hot links to the Co-Host Site referred to above shall be no less prominent (whether in size, location or format) than any third party hot link on the Online Service Page or the Originating Locations.

                                    13    14

                                EXHIBIT C

                            COMPETITORS OF NAI

PART 1

Computer  Associates International, Inc. Symantec Corporation Check Point Software Internet Security Systems, Inc. Cisco Systems (only with respect to firewall products) Security Dynamics

                          COMPETITORS OF CO-HOST

PART 2

Microwarehouse CompUSA Insight PC Connection





Best Buy Circuit City Cyberian Outpost Digital River Egghead.com Programmers Paradise Office Max Online Software Store Office Depot Online Software Store Staples Online Software Store WalMart Online Software Store BuyDirect.com Barnes & Noble Online Software Store Amazon.com Software Store Dell Computer Online Software Store Gateway 2000 Online Software Store Software Street Techwave and related companies CDW Online Store

THE PARTIES AGREE TO ACT IN GOOD FAITH IN MODIFYING THE ABOVE LIST OF COMPETITORS.

                                    14    15

                                EXHIBIT D

                         Joint Marketing Programs

  PROGRAM:                                                   FUNDING:

1.   NAI will make five e-mail promotions during the fourth quarter of 1998 for      NAI products which will contain links to the Online Service Page.

2.   NAI will make available up to 500,000 impressions on the NAI Internet Sites      and ten percent (10%) of the impressions available on NAI's Upgrade/Update      site for advertising materials to promote Beyond.com.

                                    1    16

                                EXHIBIT E

                           DISTRIBUTION ADDENDUM

  WHEREAS, NAI owns and/or markets certain computer software and hardware products set forth on Exhibit A (Products).

  WHEREAS, Co-Host is an independent reseller of computer products to end users ordering products through web sites on the Internet operated by Co-Host.

  WHEREAS, Co-Host distributes electronic copies of the Products pursuant to the ESD Agreement.

  WHEREAS, Co-Host desires to distribute the Products and NAI desires to make the Products available to Co-Host for further distribution.

  THEREFORE, in consideration of the foregoing, and of the mutual covenants and agreements hereinafter set forth, NAI and Co-Host enter into the following additional agreements regarding the Products:

1.   APPOINTMENT. NAI appoints Co-Host as a non-exclusive distributor of the      Products to end users ordering the Products from the Destination or the      Co-Host Site, and Co-Host accepts this appointment. Co-Host shall      distribute the Products, as an independent reseller, at its own risk and      expense and subject to any such prices, contractual terms and conditions as      Co-Host may from time to time determine. Nothing in this Agreement shall      prohibit Co-Host from distributing competing products in the Territory. The      Territory as that term is used herein shall mean all countries in the      world except countries to which export or re-export of any Product, or the      direct products of any Product is prohibited by United States law without      first obtaining the permission of the United States Office of Export      Administration or its successor. Co-Host shall not have the right to assign      or otherwise transfer this Agreement or any rights herein granted to any      other person or entity, except by operation of law or in connection with      the sale of all of its assets, or the acquisition of the Co-Host by a third      party. Any such attempted assignment shall be void and the Agreement shall      remain in effect.

2.   DISTRIBUTION. Co-Host has the right to market and distribute the Products      subject to the license agreement that accompanies such Product. Co-Host may





  not engage in the rental of any of the Products. Co-Host shall not in any      event remove from or obscure upon any Products any labels placed thereon by      NAI containing statements of restrictions upon distribution, without the      prior written consent of NAI. NAI reserves the right in its sole discretion      and without liability to Co-Host to add additional Products, change the      prices for the Products pursuant to Section 5, modify the Products, change      the level of NAI's support for the Products and discontinue the      availability of any Product. Any addition or deletion from the list of      Products will be indicated by NAI's revision to the NAI price list, and NAI      will use reasonable efforts to provide Co-Host with thirty (30) days notice      prior to the effective date of such changes indicated on the NAI price      list.

                                    2    17

3.   MARKETING.

  (a)  General. Co-Host will use commercially reasonable efforts to market           the Products it orders to the best of its ability, and to that end           will (i) conduct marketing activities authorized by NAI, (ii) support           special promotions initiated by NAI, and (iii) maintain a sound           financial condition. Co-Host will conduct its business in a manner           that reflects favorably upon the Products and NAI.

  (b)  Advertising; Use of Trademarks. Co-Host may advertise and promote the           Products in a commercially reasonable manner and, subject to the           provisions of Section 5 of the Co-Hosting Agreement, may use           trademarks, service marks and trade names provided by NAI in           connection therewith, provided that all such promotions and           advertising will be consistent with NAI's general quality standards           and the provisions of Section 5 of the Co-Hosting Agreement. Unless           otherwise agreed upon in writing by NAI, Co-Host will submit each           advertisement and promotion to NAI for trademark review and approval           prior to initial release, which approval will not be unreasonably           delayed or withheld. All such usage which was not expressly approved           by NAI must be terminated immediately upon receipt of notice from NAI           to that effect.

  (c)  Trademarks Rights. NAI owns any and all trademarks, trade names, and           service marks for the Products (as noted in Section 5 of the           Co-Hosting Agreement). Such trademarks, trade names, and service marks           shall include all product names, the names Network Associates,           logos, designs, and other designations or brands used by NAI in           connection with the Products. Co-Host acknowledges and agrees that NAI           is not granting to Co-Host any rights in any Product trademark, trade           name, or service mark in or outside of the Territory.

4.   INSPECTIONS, RECORDS AND REPORTING.

  (a)  Sales Out Reports. Co-Host will provide to NAI within ten (10) days           after the end of each calendar month, a computer media data file in           the format established by NAI showing, for such month, Co-Host's total           sales, by customer and by Product from each location. If requested by           NAI, Co-Host shall provide such reports with respect to weekly periods           or bi-weekly periods prior to the end of the calendar month in which           such period occurs.

  (b)  Inventory Level Reports. Co-Host will provide to NAI on Monday of each           week, a computer media data file in the format established by NAI           showing Co-Host's current inventory levels of each Product (including           items in transit), and weekly runrate snapshots and the other           information reasonably requested by NAI.

  (c)  Records. For three (3) years after each calendar quarter during the           term of this Agreement, Co-Host will keep, at Co-Host's office, full           and accurate books of account and copies of all documents and other           materials for such quarter relating to this Agreement and Co-Host's           records, accounts and contracts relating to the distribution of the           Products.

                                    3    18

  (d)  Audit. NAI may inspect the records described in Sections 4(c) upon           demand from time to time. In addition, Co-Host agrees to allow NAI's           independent auditors to audit and analyze appropriate accounting           records of Co-Host from time to time (but not more than one every six           (6) months) to ensure compliance with all terms of this Agreement. Any           such audit shall be permitted by Co-Host within fifteen (15) days of           Co-Host's receipt of NAI's written request to audit, during normal           business hours. The cost of such an audit will be borne by NAI unless           a material discrepancy indicating inadequate record keeping or that           additional fees due to NAI are discovered, in which case the cost of           the audit shall be borne by Co-Host. A discrepancy shall be deemed           material if it involves payment or adjustment of more than five           percent of the amount reported in favor of NAI. Audits and inspections           shall not interfere unreasonably with Co-Host's business activities.]

5.   ORDERING AND PAYMENT.

  (a)  NAI's Acceptance. Any order for delivery of physical product placed





       with NAI is subject to acceptance by NAI within ten (10) days           following receipt by NAI. NAI may decline any order, in whole or in           part, and unless NAI accepts an order in writing, the order is           considered accepted only to the extent it is fulfilled.] The terms and           conditions of this Agreement and of the applicable NAI invoice or           confirmation will apply to each order accepted or shipped by NAI.           Electronic confirmation from an authorized NAI email address shall           have the same effect as a signed written confirmation. The provisions           of Co-Host's form of purchase order or other business forms will not           apply to any order notwithstanding NAI's acknowledgment or acceptance           of such order.

  (b)  Price to Co-Host. NAI will inform Co-Host as to its current suggested           retail price of the Products and standard discount or pricing granted           to NAI's traditional product distributors. During the term of this           Agreement, Co-Host will be invoiced on the basis of the discounts set           forth on Exhibit A of this Distribution Addendum. Discounts off           suggested retail price (SRP) for standard NAI Products shall exclude           tradeups, upgrade SKUs and special promotions, unless otherwise           indicated. NAI may change its SRP from time to time upon written           notice to Co-Host, which may take the form of a revised price list,           and NAI may notify Co-Host of a different discount from SRP in the           event NAI offers special promotional SRPs or Product prices in NAI's           discretion.

  (c)  Price Increase. If NAI increases its suggested retail price for any           Product (a product upgrade with a different part number will not be           the same Product) and there is a resulting increase in the price of           Products to Co-Host, NAI will give Co-Host thirty (30) days advance           notice of the effective date of any such increase and:

       (i)  NAI will honor the old price for any shipments of such Product                already in transit to Co-Host;

                                    4    19

       (ii) All additional orders following such thirty (30) day period will                be shipped at the new price;

      (iii) NAI has orders for such Product from Co-Host already booked into                NAI's order entry system at the time of such price increase or if                Co-Host orders additional Products during such thirty (30) day                period, then the price increase will not apply to that portion of                such orders which call for shipments of not more than the monthly                average quantity of such Products shipped to Co-Host in the three                month period preceding the date of the increase; and

       (iv) Orders for such Product in NAI's order entry system in excess of                the quantity specified in (iii) above will be shipped at the new                price unless they are canceled by Co-Host by written notice to                NAI, provided that such notice is received by NAI no later than                fifteen (15) days prior to the date of shipment specified in such                order.

  (d)  Price Decrease. If NAI decreases its suggested retail price for any           Product (a product upgrade with a different part number will not be           the same Product), the decrease will apply to all units of such           Product in Co-Host's inventory and orders in transit to Co-Host from           NAI that are in an unopened, salable condition as of the effective           date of the decrease, provided that such Products had been shipped to           Co-Host no more than ninety (90) days prior to such effective date. To           be eligible for such price protection, Co-Host must deliver to NAI           written evidence, signed by Co-Host, of an inventory of such Products           showing the number and location of each unit of Product for which           Co-Host claims price protection eligibility hereunder within thirty           (30) days of receiving notice of such price decreases. Such reduction           will constitute a credit on Co-Host's account for future orders from           NAI under this Agreement (unless the Agreement has terminated or           expired in which case such reduction will be refunded to the extent           that Co-Host does not owe NAI money) in an amount equal to the           difference between the net invoice price at which each such unit in           inventory was provided to Co-Host and the current price then           applicable for shipments of such Product to Co-Host hereunder.

  (e)  TAXES.

       (i)  All amounts payable by Co-Host to NAI under this Agreement are                exclusive of any tax, withholding tax, levy, or similar                governmental charge that may be assessed by any jurisdiction in                or outside the Territory except income and similar taxes levied                on and payable by NAI. Such taxes, withholding taxes, levies, and                governmental charges (collectively Taxes) include Taxes based                on sales, use, excise, import or export values/fees, value-added,                income, revenue, net worth, or may be the result of the delivery,                possession, or use of the Products, the execution or performance                of this Agreement or otherwise. Should any Taxes be due, Co-Host                agrees to pay such Taxes and indemnify NAI for any claim for

                                    5    20





            such Taxes demanded. Co-Host shall make no deduction from any                amounts owed to NAI for any Taxes. Co-Host covenants to NAI that                all Products distributed hereunder will be in the ordinary course                of Co-Host's business, and Co-Host agrees to provide NAI with                appropriate information and/or documentation satisfactory to the                applicable taxing authorities to substantiate any claim of                exemption from any Taxes.

       (ii) For all Taxes paid by Co-Host, Co-Host shall provide to NAI                within forty-five (45) days after the end of any quarter, a                certificate of tax payment documenting the payment and amount of                the Taxes paid during the preceding quarter.

6.   SHIPMENT, RISK OF LOSS AND DELIVERY.

  (a)  Shipment. All the physical Products will be shipped by NAI, F.C.A.           (Incoterms 1990) place of shipment. Co-Host is responsible for paying           all freight charges, transportation expenses, insurance charges, all           applicable taxes, duties, import and export fees and similar charges           associated with the delivery of the Products to Co-Host. All shipments           will be made using either any carrier approved by both Co-Host and           NAI. Co-Host will not without NAI's prior written consent, submit any           order calling for the shipment of a Product to more than a single           redistribution site.

  (b)  Risk of Loss. All risk of loss of or damage to the Products will pass           to Co-Host upon delivery by NAI to the common carrier. Co-Host will           bear the risk of loss or damage in transit.

  (c)  Partial Delivery. Unless Co-Host clearly advises NAI to the contrary           in writing NAI, may make partial shipments on account of Co-Host's           orders which shall, to be separately invoiced and paid for when due.

7.   RETURNS.

  (a)  Returned Merchandise Authorization. Notwithstanding anything to the           contrary herein contained, NAI will not issue credit to nor be           obligated to accept returns for any reason for any physical Products           unless NAI shall have previously issued a written Return Merchandise           Authorization (RMA). The preceding sentence governs whether or not           NAI is obligated to issue an RMA under this Agreement or applicable           law. RMAs must be in writing, signed by NAI and only authorize the           return of Products in good resalable conditions unless expressly           provided otherwise herein. If damaged goods are received pursuant to           an RMA, no credit shall be given by NAI with respect to such damaged           goods unless the RMA indicates otherwise. Co-Host shall be responsible           for all freight charges for goods returned pursuant to an RMA, unless           otherwise indicated herein or in the RMA.

  (b)  Customer Returns and Bad Box. Subject to Section 7 (a), Co-Host may,           during the term of this Agreement, obtain a credit against current or           future invoices from

                                    6    21

       NAI, for Products which have been returned by end users as defective,           or pursuant to the warranty stated in NAI's end user license. Such           credit will be in an amount equal to the original invoice price less           any discounts or other credits previously received. Co-Host shall also           have the ability to return for credit Products which have boxes that           are or become damaged, unless such damage was caused by Co-Host. An           offsetting purchase order must be placed for all bad box returns. In           the event of claims by end users of incomplete Product, NAI, at its           discretion, may supply to Co-Host, at no charge, any and all missing           materials which are supposed to be provided with the current release           of such Products or replace the entire Products in such situation.

  (c)  Discontinued Products. Co-Host may, during the term of this Agreement,           obtain a credit for the price paid by Co-Host to be applied against           current or future invoices, for all versions of Products shipped by           NAI within the previous ninety (90) days that NAI discontinues or           which are removed from NAI's current retail price list. Such credit           will be equal to the price paid by Co-Host for such obsolete Products,           less discounts received under Section 5 of this Agreements. All such           discontinued Products will be counted and inspected at the Inspection           Site by NAI's employee, and upon NAI's acceptance thereof (which will           be a condition of Co-Host's eligibility for a credit hereunder) such           Products will be promptly and completely destroyed or, if requested by           NAI, such Products or any portion thereof will be returned to NAI as           it directs. No Product shall be deemed discontinued if a later version           of the Product is still being offered by NAI and end users may obtain           the current version of such Product from NAI electronically at no           additional charge.

  (d)  Freight. Co-Host will pay all costs (including freight) associated           with the return of the Products to NAI and back to Co-Host as provided           herein, except that NAI will be responsible for all freight costs           associated with (i) the return of Products under Section 7(b), (ii)           the return of any discontinued or obsolete Products under Section           7(c), and (iii) the return of other Product updates agreed upon by NAI           and Co-Host.

8.   GENERAL.





  (a)  Co-Host agrees that it will not, directly or indirectly, export or           transmit the Product and technical data (or any part thereof) or any           process or service that is the direct product of the software and           documentation, to any group S or Z country specified in Supplement No.           1 of Section 770 of the Export Administration Regulations or to any           other country to which such export or transmission is restricted by           such regulation or statute, without the prior written consent, if           required, of the Office of Export Administration of the U.S.           Department of Commerce, or such other governmental entity as may have           jurisdiction over such export or transmission.

                                    7    22

  (b)  Co-Host acknowledges that some NAI Products hereto contain encryption           and some are export restricted (the Restricted Software) by the U.S.           Department of Commerce's Bureau of Export Administration (BXA).           Co-Host further acknowledges that for this reason, the export of such           items may subject the Co-Host or its executives to fines and/or other           severe penalties. Unless all required permits and/or approvals have           been obtained, Co-Host shall not export or re-export the Restricted           Software outside of the United States, whether directly or indirectly,           and will not cause, approve or otherwise facilitate others such as           agents, subsequent purchasers, licensees or any other third parties in           doing so. The parties agree to cooperate with each other with respect           to any application for any required licenses and approvals. However,           Co-Host acknowledges it is their ultimate responsibility to comply           with all export laws with respect to the Restricted Software and that           NAI has no further responsibility after the initial sale to the           Co-Host within the United States.

                                    8    23

                        EXHIBIT A TO EXHIBIT E

1.   PRODUCTS COVERED (RECITALS). Product(s) provided to Co-Host shall be all NAI Goods as that term is defined in Section 1 (c) of the Agreement and no other products.

2.   PRICES AND DISCOUNTS (SECTION 5(a)).

The standard discount or pricing granted to NAI's traditional Product distributors increased by four percentage points. 
Question: Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?
[EX A]: 17133

[EX Q]: Execution version



  Amendment n° 01   to the Global Maintenance Agreement ref. DS/C-3957/14 Issue 7 dated March 9t h , 2015



BETWEEN

AZUL LINHAS AÉREAS BRASILEIRAS S/A

AND

AVIONS DE TRANSPORT REGIONAL, G.I.E.   AZUL-ATR   Amendment N° 1 Global Maintenance Agreement   Page 1/9

Source: AZUL SA, F-1/A, 3/3/2017





Execution version   TABLE OF CONTENTS:   CLAUSE   PAGE

1.   DEFINITIONS     4

2.   AMENDMENT     4

3.   EFFECTIVE DATE AND DURATION     5

4.   CONFIDENTIALITY     5

5.   GOVERNING LAW - ARBITRATION     7

6.   MISCELLANEOUS     8    AZUL-ATR   Amendment N° 1 Global Maintenance Agreement   Page 2/9

Source: AZUL SA, F-1/A, 3/3/2017





Execution version   CONFIDENTIAL TREATMENT REQUESTED   This amendment (hereinafter referred to as the Amendment) is entered into on January 6th, 2016.

BETWEEN:

AZUL LINHAS AÉREAS BRASILEIRAS S/A, a company incorporated under the laws of Brazil, the registered office of which is located at Avenida Marcos Penteado de Ulhôa Rodrigues, 939 - Edif. Castello Branco Office Park - Torre Jatobá - 9° andar - CEP 06460-040 - Alphaville Industrial - Barueri - São Paulo - Brazil, identified under Cadastro Nacional de pessoa Juridica (CNPJ) number 09.296.295/0001-60.

Hereafter referred to as the Company or AZUL,

On the one part,

AND:

AVIONS DE TRANSPORT REGIONAL, G.I.E., a French groupement d'intérêt économique established under articles L.251-1 to L251-23 of the French Commercial Code, whose registered office is at 1 allée Pierre Nadot, 31712 Blagnac, France identified under Corporate and Trade Register of Toulouse number 323 932 236,

Hereafter referred to as the Repairer' or ATR, On the other part.

Hereinafter individually referred to as the Party or collectively as the Parties

RECITALS:

WHEREAS the Repairer and the Company entered into a Global Maintenance Agreement as referenced here above (as amended and supplemented from time to time, hereafter referred to as the GMA) for the purpose of providing the Company with Services for the maintenance of the Aircraft; and,

WHEREAS in consideration of modification of the operations, the Repairer and the Company agree to amend the GMA in order to update the number of [*****] required for the invoicing; and,

WHEREAS the Parties wish to amend certain provisions of the GMA upon the terms and conditions set out below.

NOW THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:     [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Amendment N° 1 Global Maintenance Agreement   Page 3/9

Source: AZUL SA, F-1/A, 3/3/2017





Execution version   CONFIDENTIAL TREATMENT REQUESTED

1. DEFINITIONS

Unless otherwise defined, capitalised terms, singular or plural, used in this Amendment, shall have the same meaning ascribed thereto in the GMA.

  2. AMENDMENT

The following Clauses, sentences or words of the GMA are amended as follows:     2.1 Clause 12 - INVOICING AND PAYMENT TERMS       (i) Clause 12.1(ii) of the GMA shall be cancelled and substituted as follow:   [*****]     [*****]     [*****]     [*****]     [*****]     [*****]     [*****]     [*****]     (ii) Any other provision of Clause 12 shall remain in full force and effect.   2.2 Exhibit 14 - PRICE CONDITIONS       (i) Clause 3.2 of the Exhibit 14 of the GMA shall be cancelled and substituted as follow:   3.2 Technical conditions for prices adjustment

The prices set out in this Exhibit 14 shall be modified every [*****] at the occasion of the invoicing reconciliation pursuant to Clause 11 (Reconciliation) if the Standard Operations of the    [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Amendment N° 1 Global Maintenance Agreement   Page 4/9

Source: AZUL SA, F-1/A, 3/3/2017





Execution version   CONFIDENTIAL TREATMENT REQUESTED   Aircraft, analyzed at the time of the adjustment (all calculations are made with figures corresponding to [*****], change by more or less [*****] with respect to the estimated values of the same parameters, considered at the time of commencement of the Term.

As from the date this Agreement enters into force, the Parties agree to take into account the following basic operating parameters (the Standard Operations) as a reference for the above calculation:

  (i) [*****]

  - [*****]

  (ii) [*****]

  - [*****]

(ii) Any other provision of the Exhibit 14 shall remain in full force and effect.

  3. EFFECTIVE DATE AND DURATION

This Amendment shall enter into force on the date of its signature by both Parties and, unless otherwise agreed upon in writing by the Parties through a subsequent amendment to the GMA, shall remain in force for the term of the referenced GMA.

  4. CONFIDENTIALITY

4.1 Confidentiality obligations

Unless otherwise provided in this Amendment, any Confidential Information released by either of the Parties (the Disclosing Party) to the other Party (the Receiving Party) shall not be released in whole or in part to any third party.

In particular, the Receiving Party undertakes:

  - to keep the Confidential Information strictly confidential, not to deliver, disclose or publish it to any third party including subsidiarycompanies and companies having an interest in its capital, except as otherwise agreed in writing by the Disclosing Party;

  - to use the Confidential Information solely for the purpose of this Amendment and except as otherwise expressly agreed in writing bythe Disclosing Party, not to use the same or permit its use for any other purpose;



- to disclose the Confidential Information only to those of its direct employees having a need to know such Confidential Information in order to make permitted use thereof, after having beforehand clearly informed such employees of the strictly confidential nature of the Confidential Information and caused them to observe said conditions of confidentiality. The Receiving Party shall be responsible for the correct performance of said obligations of confidentiality by its employees and shall keep up to date the list of its personnel, to whom Confidential Information is communicated, which list shall be made available to the Disclosing Party at its request;

  - not to duplicate the Confidential Information nor to copy or reproduce the same beyond the purpose of the Amendment;

  - not to disclose Confidential Information to any third party, unless such third party is acting at the instruction of the Receiving Party and such disclosure is reasonably necessary to accomplish the purpose of the Amendment, provided however, that prior to any such disclosure both of the following conditions are satisfied:     [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Amendment N° 1 Global Maintenance Agreement   Page 5/9

Source: AZUL SA, F-1/A, 3/3/2017





Execution version

  (i) each of such third parties, shall have signed an acknowledgement to keep such Confidential Information as strictly confidential;and,

  (ii) the Receiving Party shall have obtained written prior approval of the Disclosing Party of such proposed disclosure, whichapproval may be not unreasonably withheld or delayed.

  - promptly notify the Disclosing Party if a disclosure of Confidential Information is required by a Government Entity or by Law and to useall reasonable effort to assist the Disclosing Party in limiting such disclosure to the extent permitted by Law;

  - upon discovery of any disclosure of Confidential Information, regardless of whether such discovery is intentional or inadvertent, the Receiving Party shall promptly notify the Disclosing Party and take all reasonable actions (i) to retrieve the disclosed Confidential Information, (ii) to destroy any unauthorized copies thereof and (iii) to stop further disclosure.

4.2 Non application of confidentiality obligations

The obligations of Receiving Party with respect to Confidential Information as set forth in this Clause 4.1 above shall not be applicable to information which:

  (a) upon the Signing Date was part of the public domain or became part of the public domain after the disclosure, other than by a violationof the Amendment or any other non-disclosure Amendment or the applicable Law of any jurisdiction; or

  (b) was already lawfully known by the Receiving Party, as evidenced by written records bearing an unquestionable date, prior the SigningDate by the Disclosing Party and was unrestricted; or

  (c) was lawfully disclosed to the Receiving Party subsequently to the signature of the Amendment by a third party which had not receivedthe same directly or indirectly from the Disclosing Party and that such disclosure does not violate any non-disclosure Amendment.

  4.3 Permitted disclosure of Confidential Information

Notwithstanding any provision to the contrary in the Amendment, the Receiving Party shall be entitled to disclose Confidential Information if required to do so:

  (a) by order of a court or government agency of competent jurisdiction; or

  (b) by any applicable Law,

provided, however, that prior to making such disclosure, the Receiving Party shall if possible advise the Disclosing Party of the circumstances requiring such disclosure in order to afford the Disclosing Party sufficient advance notice to permit to raise any objections that it may deem appropriate.

  4.4 Disclosing Party's proprietary rights

Any Confidential Information shall remain the property of the Disclosing Party. The Amendment shall not be construed as granting or conferring to the Receiving Party, either expressly or by implication, any license or proprietary interest in or to any Confidential Information nor any right of use beyond the purpose of this Amendment.

The Repairer, its Affiliates and/or its Subcontractors as applicable shall remain the exclusive owner of any intellectual property right related to the Services including: design of the LRUs, Main Elements, job cards, task cards, operating manual or industrial process, as relevant. No title to or other ownership interest in   AZUL-ATR   Amendment N° 1 Global Maintenance Agreement   Page 6/9

Source: AZUL SA, F-1/A, 3/3/2017





Execution version   CONFIDENTIAL TREATMENT REQUESTED   the Confidential Information is transferred except as specifically stated in the Amendment, and the Receiving Party hereby expressly disclaims any such rights or interests.

The Receiving Party hereby acknowledges and recognises that Confidential Information is protected by copyright Laws and related international treaty provisions, as the case may be.

  4.5 For the sake of clarity, and for the purpose of this Clause 4 and this Amendment, any of the receiving Party's Affiliates and their Subcontractors shall not be considered as third party and shall be entitled to have access to any Confidential Information disclosed by the disclosing Party in connection with this Amendment.   4.6 This Clause 4 shall survive termination or expiry of this Amendment for a period of five (5) years following such End Date.

5. GOVERNING LAW - ARBITRATION

5.1 Governing law:

Pursuant to and in accordance with Section 5-1401 of the New York General Obligations Law, the Parties hereto agree that this Amendment in all respects, and any claim or cause of action based upon or arising out of this Amendment, or any dealing between the Parties relating to the subject matter of this Amendment or the transactions contemplated hereby or the Company/Repairer relationship being established, shall be governed by, and construed in accordance with, the laws of the State of New York, U.S.A. as applied to contracts to be performed wholly within the State of New York (Exclusive of Section 7-101 of the New York General Obligations Law which is inapplicable to this Amendment).

  5.2 Arbitration: in the event of a dispute arising out of or relating to this Amendment, including without limitation disputes regarding the existence, validity or termination of this Amendment (a Dispute), either Party may notify such Dispute to the other through service of a written notice (the Notice of Dispute). The Parties shall make their reasonable endeavours to settle the Dispute amicably by a committee composed of one (1) management representative of each Party (the Representatives). Such committee shall be created by the Parties within [*****] from the date of receipt of the Notice of Dispute.





5.2.1 Subject to sub-Clause 5.2.5 below and in the event the Representatives (i) fail to create such committee or (ii) do not agree on an amicable settlement within [*****] from the date the committee referred to in this sub-Clause 5.2 has been created or such longer period as may be agreed upon in writing by the Representatives (the Amicable Settlement Period), the Dispute shall be exclusively and finally settled under the Rules and Conciliation of Arbitration of the International Chamber of Commerce (the ICC) by an arbitral tribunal composed of three (3) arbitrators; each Party shall then appoint one (1) arbitrator within [*****]from the last day of the Amicable Settlement Period and the third arbitrator, who will act as President, will be appointed by the other two (2) arbitrators. In case the two (2) arbitrators appointed by the Parties do not agree on this choice with [*****] from the date the last arbitrator is appointed, the third arbitrator will be appointed by the ICC Court.

    5.2.2 The arbitration, and any proceedings, and meetings incidental to or related to the arbitration process, shall take place in New York, U.S.A, and the language to be used in the arbitral proceedings shall be English; arbitral award shall be final and binding upon the Parties.

    5.2.3 The arbitration shall be kept confidential and the existence of the proceeding and any element of it shall not be disclosed to any third party. Any information relating to and/or documents generated for the purpose of or produced in the arbitration, including any awards, shall remain confidential   [*****] Confidential material redacted and filed separately with the Securities and Exchange Commission.   AZUL-ATR   Amendment N° 1 Global Maintenance Agreement   Page 7/9

Source: AZUL SA, F-1/A, 3/3/2017





Execution version   between the Parties, the arbitrators and any other Person involved in the arbitration proceedings, except to the extent that disclosure may be required pursuant to any order of court or other competent authority or tribunal, or to protect or pursue a legal rights or to enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority.

    5.2.4 During any period of negotiation or arbitration, the Parties shall continue to meet their respective obligations in accordance with theprovisions of the Amendment.

    5.2.5 Notwithstanding any provision of this Clause 5.2 the Parties may, at any time, seek and decide to settle a Dispute either throughdirect negotiations or in accordance with the ICC rules in respect of the alternative dispute resolution.

  5.3 Judgment upon any award may be entered in any court having jurisdiction or application may be made to the court for a judicial recognition of the award or an order of enforcement, as the case may be.

  5.4 Recourse to jurisdictions is expressly excluded except as provided for in the ICC Rules of Conciliation and Arbitration concerning Conservatory and Interim measures.

  6. MISCELLANEOUS

  6.1 This Amendment contains the entire agreement between the Parties regarding the subject-matter and shall supersede any previous understandings, commitments and/or representations whatsoever oral or written.

  6.2 In case of any inconsistency between the terms of the GMA and this Amendment regarding the subject-matter, the latter shall prevail.

To the extent not inconsistent with this Amendment, all terms and conditions of the GMA shall remain valid and binding.

  6.3 This Amendment shall not be varied or modified except by a written document duly signed by duly authorized representatives of both Parties.   AZUL-ATR   Amendment N° 1 Global Maintenance Agreement   Page 8/9

Source: AZUL SA, F-1/A, 3/3/2017





Execution version   IN WITNESS WHEREOF, the duly authorized representatives of the Parties hereto have agreed to execute this Amendment in two (2) original copies in the English language.   On behalf of: /s/ Renato Covelo     On behalf of:

AZUL LINHAS AÉREAS BRASILEIRAS S/A (the Company)

AVIONS DE TRANSPORT REGIONAL (the Repairer)

Signed by: Renato Covelo   Signed by:   M. Castoriwa     Function: Attorney In Fact   Function:   VP Commercial Date: December 18th, 2015   Date:   January 6th, 2016   AZUL-ATR   Amendment N° 1 Global Maintenance Agreement   Page 9/9

Source: AZUL SA, F-1/A, 3/3/2017 
Question: Highlight the parts (if any) of this contract related to Governing Law that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?
[EX A]:
11185