instruction:
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.
question:
1                                                                    Exhibit 10.17

                           SPONSORSHIP AGREEMENT

      THIS SPONSORSHIP AGREEMENT (the Agreement) is made and entered into this the 24th day of February, 1998, by and between Southern Racing Promotions, Inc., (SRP) a Tennessee corporation, and Logan's Roadhouse, Inc., a Tennessee corporation (Logan's), with its principal place of business in Nashville, Tennessee.

      WHEREAS, SRP is engaged in the business of operating an automobile  racing team;

      WHEREAS, SRP is securing sponsorship funds to offset the direct costs of campaigning a NASCAR Late Model Stock Car (LMSC) Racing Team (the Team) in the 1998 racing season at Nashville Motor Speedway (NMS);

      WHEREAS, Logan's desires to become the primary sponsor of the Team to promote its restaurant concept in Middle Tennessee and the southeastern United States; and

      WHEREAS, the parties desire to set forth in this agreement their  respective rights and obligations;

      NOW, THEREFORE, in consideration of the promises and Agreements set forth herein, the parties hereto agree as follows:

      1. PRIMARY SPONSOR. For the 1998 racing season, Logan's shall be the primary sponsor of the Team, which fields a LMSC racing vehicle (the Race Car) driven by Brad Baker. During the term of this Agreement, SRP will not represent any other product or company or accept as a primary, secondary, associate or contingent decal sponsor any other product reasonably deemed by Logan's to be competitive with Logan's.

      2. TERM. The term of this Agreement shall commence on the date hereof  and, unless terminated as provided herein, shall continue through November 30, 1998.

      3. SERVICES TO BE PROVIDED BY SRP.  SRP shall perform the following  services for Logan's in connection with race programs:

         (A) THE DRIVER. Except as specifically provided in this Agreement,  Brad Baker (Baker) will be the only driver for the Team for the term of this Agreement. If Baker is unavailable to perform as driver as a result of injury, illness or any other disability, or cause beyond his control, SRP shall provide an alternate driver subject to the approval of Logan's (Alternate Driver), which approval shall not be unreasonably withheld. Baker and any Alternate Driver appointed by SRP and approved by Logan's pursuant to this Agreement are herein collectively

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referred to as the Driver. The Driver shall not drive for any other sponsor which competes with Logan's. The Driver shall not drive any other race vehicle for any other sponsor than Logan's without prior written notice from SRP to Logan's.

               (B) ADVERTISING, ENDORSEMENTS, ETC. Unless otherwise provided  in this Agreement, Logan's shall have the right at no additional expense to use the name, likeness and voice of Baker for endorsements, advertising and promotions in all forms of media.

               (C) PUBLIC IMAGE. SRP shall be primarily responsible for developing and maintaining a positive public image for the Driver and the Team. To facilitate this aim and in recognition of Logan's sensitivity to any adverse publicity with respect to the Driver and the Racing Team, SRP shall be responsible for the public image of the Driver and the Racing Team at all times, including but not limited to any statement by the Driver or the Team in connection with press conferences, media contact and any contact of the Driver or Team with the general public, whether at a race or otherwise.

               (D) CAR DESIGN. Consistent with NASCAR rules and regulations and the terms of Articles 4 and 5 of this Agreement, SRP will develop a graphic design for the Race Car (the Graphic Design). SRP will purchase decals for the Race Car based upon the Graphic Design and shall be responsible for painting the Race Car in conformity with the Graphic Design.

               (E) UNIFORMS. SRP will provide race day uniforms for up to a maximum of 12 personnel and a driver suit for the Driver. Consistent with the NASCAR rules and regulations, and excluding any patches required by NASCAR, Logan's shall have the exclusive right to promote its Logan's logo on uniforms and Driver's suit on the areas depicted on Exhibit A to this Agreement. Logan's also shall have the exclusive right to promote its Logan's trademark on the side of the helmet, as shown on Exhibit B to this Agreement. Uniforms and Driver's suit may display one patch each for up to two secondary or associate sponsors, provided such secondary or associate sponsors have been approved in advance by Logan's, such patches to be located as mutually agreed upon by Logan's and SRP. The Driver shall not appear in a race uniform or driving suit other than the





Logan's uniform/suit in connection with or portraying involvement in NASCAR LMSC racing, whether or not used in product advertising or promotion.

               (F) CREDENTIALS. At the request of Logan's and consistent with NASCAR and race track rules, regulations and procedures, SRP will use best efforts to secure credentials for the pre-race admissions of a maximum of four designees of Logan's to pit row and/or the garage area of each regularly scheduled or special LMSC event in which the Race Car competes.

               (G) SHOW CAR. SRP will build and provide to Logan's a 1997 Ford Thunderbird automobile (Show Car) that will have an appearance identical to

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that of the race car, to include full roll cage, race interior, paint, graphics and under-hood race look. Logan's will provide equipment and driver to transport the Show Car to destinations and according to schedules as determined by Logan's. At the expiration of this contract, Logan's will return the Show Car to SRP in substantially the same condition as when received by Logan's, normal wear and tear excepted.

         (H) TRANSPORTER. SRP is attempting to purchase or lease a 53 foot  semi-trailer to be pulled by a Peterbilt class eight tractor which will function as the Race Car transporter (the Transporter). In the event SRP is successful in procuring the Transporter, it will be lettered and pictured with Logan's racing graphics by SRP up to a maximum cost allowance of Two Thousand Five Hundred and No/100's ($2,500.00), with Logan's retaining the right to apply more extensive graphics at its own expense if Logan's so chooses. Any associate sponsor graphics appearing on the Transporter will be displayed in a subservient manner to clearly reflect Logan's as the primary sponsor of the Team.

         (I) AUTHORITY OF SRP.  SRP hereby warrants that it has the authority to grant all rights to Baker under this Article 3.

      4. ASSOCIATE AND SECONDARY SPONSORSHIPS. SRP shall have the right to obtain secondary and associate sponsors for the Race Car and Team, subject to the approval of Logan's, which approval shall not be unreasonably withheld. SRP may not obtain any associate or secondary sponsors whose products or concepts compete with Logan's. Any associate and/or secondary sponsor may promote its role as a sponsor by signage, logos or trademarks on the Race Car, provided that such associate and/or secondary sponsors signage, logos or trademarks used on the Race Car, when viewed collectively, shall not cover any area greater than 25% of that of Logan's signage, logos or trademarks, nor conflict with the graphic design, or in other locations or on clothing as may be permitted by the terms of the Agreement. Logan's shall have the exclusive use of the hood, the rear quarter panel area above the tire and the bottom of the deck lid (rear facing panel, TV panel) of the Race Car, as shown on Exhibit C to this Agreement. All other areas permitted by NASCAR for sponsor signage, logos or trademarks and the spoiler space are reserved for NASCAR, SRP and the associate and secondary sponsors. All associate and secondary sponsors' graphic layouts for the Race Car are subject to Logan's approval, which shall not be unreasonably withheld. Furthermore, SRP shall not permit any associate or secondary sponsor to suggest in any manner that its sponsorship role is as great as that of Logan's.

      5. CONTINGENT SPONSORS. SRP intends to participate in NASCAR and NMS decal sponsor programs such as a series sponsor, and race related products such as tires and fuel. Logan's acknowledges that NASCAR or NMS require the placing of certain decals on the Race Car as a prerequisite for competing in a racing event. SRP acknowledges that such required decals shall be placed forward of the

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door panel, or as otherwise required by NASCAR rules and regulations, in a way not to detract from Logan's signage.

      6. COMPENSATION. In consideration of the services provided, SRP shall  be entitled to a base fee of Eighty Thousand Dollars and No/100's (580,000.00) payable as follows:

         (i) $40,000.00 payable upon execution of this contract; and

         (ii) the balance of $40,000.00 payable in eight equal monthly   installments of $5,000 each, due the first day of March, April, May, June, July, August, September and October, 1998.

      7. TRADEMARKS. It is expressly understood that SRP may use the Logan's trademarks, logos or other symbols only as directed or approved by Logan's and that Logan's may use the trademarks, logos, symbols, name, likeness, voice or signature of the Driver, the Team or any secondary or associate sponsor only as directed or approved by the Driver, or secondary sponsors, as appropriate. SRP may license and use the Logan's name and Trademark in promotions directly related to the Race Car or the Team, such as souvenir items, hats, shirts, etc. Upon termination of this Agreement, SRP and any associate or secondary sponsors shall immediately cease all use of all Logan's trademarks, trade names, service marks, logos, symbols or other designations, and Logan's shall immediately cease all use of trademarks, trade names, service marks, logos, symbols or other





designation of SRP or any associate or secondary sponsors, as well as any and all use of name, likeness, voice or signature of the Driver.

      8. CONFIDENTIALITY. Both parties shall exercise due care to protect the confidentiality of any information exchanged between them as a result of this Agreement, including information exchanged during the negotiation of this Agreement, and shall not use such information to the disadvantage of the other party. However, nothing contained herein will prevent either party from fully utilizing information already known to such party or information which is or becomes generally available to the public through no fault of such party that has the right to disperse such information without breaching any obligation to one of the parties to this Agreement. The parties each specifically agree not to share confidential information received from the other party with any agent, including their respective advertising agencies, unless the party wishing to share such information with this agent receives written approval from the other party.

      9. POWER AND AUTHORITY. Logan's and SRP warrant they have full power and authority to enter into and perform this Agreement, and the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and each has the ability to provide the services called for hereunder. Upon the execution and delivery of this agreement, it will be a valid and binding obligation of Logan's and SRP in accordance with its terms. Logan's and

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SRP further warrant they have not made, nor will make, any Agreement or commitment which would prevent or interfere in any way with the full performance of the obligations hereunder or the full enjoyment of the other party hereunder.

      10. SPECIAL RIGHT OF TERMINATION.  Either party shall have the right to terminate this Agreement, subject to the following terms and conditions:

          (a) Either party (the Terminating Party) may terminate this Agreement upon prior written notice to the other party (the Defaulting Party) upon the occurrence of any of the following conditions:

              (i) In the event that such party materially breaches this   Agreement or materially defaults in the performance of any obligation hereunder and fails to cure said breach within 30 days of written notice to the Defaulting Party by the Terminating Party;

              (ii) Immediately in the event that the Defaulting Party   (including, for SRP, the Driver) commits any crime involving moral turpitude or otherwise commits any act or is involved in any situation bringing itself, the Terminating Party or the products of the Terminating Party into public hatred or contempt, or engages in conduct that shocks or insults the community or brings the Terminating Party, or its products into public disrespect, scandal or ridicule; or

              (iii) In the event the LMSC series at NMS is canceled.

          (b) In the event Logan's terminates this Agreement pursuant to this Article 10, Logan's shall be entitled to a pro rata refund of amounts prepaid for the current calendar year, with no further obligations under this Agreement.

      11. FORCE MAJEURE. Neither party hereto will be considered in default of this Agreement or be liable for damages therefor, for any failure of performance hereunder occasioned by an Act of God, force of nature, physical casualty, accident, war or warlike activity, insurrection or civil disorder or other cause beyond its reasonable control, provided the party so affected gives prompt notice to the other.

      12. RELEASE. Except as may be otherwise provided in this Agreement, including amounts due SRP from Logan's under Article 6 of this Agreement, neither SRP nor its employees or agents shall make any claims against Logan's with respect to any remuneration in the nature of salary or otherwise for any cost, damage, loss or expense incurred for any reason, including, but not limited to, damage, injury or death which may be suffered by SRP or its employees or agents, third parties, or any property of SRP or property of its agents or employees, or property of any third parties. SRP shall obtain from the Driver and from each of its employees who is a member of the Team a release in favor of Logan's from all liability with respect to any of the above.

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      13. INSURANCE. SRP shall provide at its expense, and maintain throughout the term of this Agreement, comprehensive general liability insurance in the amount of Five Million Dollars and No/100's ($5,000,000.00) per occurrence with respect to any liability relating to the activities of SRP in the performance of this Agreement SRP shall supply Logan's with a copy of the Certificate of Insurance naming Logan's as an additional insured. Such policies shall provide for at least fifteen (15) days' written notice to Logan's of the cancellation or substantial modification thereof. Such insurance will be supplemental coverage in excess of the Five Million Dollars ($5,000,000.00)





primary coverage provided to SRP and Logan's by the comprehensive liability policy of NMS.

      14. NOTICES. All notices required or permitted hereunder shall be in writing and shall be deemed to be properly given: (a) when personally delivered to the party entitled to receive the notice; (b) upon receipt of facsimile message confirmed by first class mail, postage prepaid; (c) upon receipt of package delivered by overnight courier; or (d) when sent by certified or registered mail, postage prepaid properly addressed.

      15. WAIVERS.  A waiver of any provision of this Agreement shall be  enforceable only if the waiver is in writing signed by the party against whom the waiver is sought to be enforced. A failure by a party at any time to exercise any rights hereunder shall not constitute a waiver of such rights at another time.

      16. NATURE OF RELATIONSHIP.  The parties expressly acknowledge and  agree that SRP is acting as an independent contractor and not as a employee of, or partner or joint venturer with, Logan's. Each party is responsible for all taxes relating to its operation, including payroll taxes for its employees.

      17. AMENDMENTS AND ASSIGNMENTS.  This Agreement may not be modified or assigned except in writing signed by SRP and Logan's.

      18. GOVERNING LAW.  This Agreement shall be constructed under and  governed by the laws of the State of Tennessee.

      19. SEVERABILITY. In the event that any provision of this Agreement is for any reason found and declared to be invalid, illegal or unenforceable, then such provision shall be deemed amended only to the extent necessary to eliminate such invalidity, illegality or unenforceability. In any such event, the validity of the remaining portions or provisions of this Agreement shall not be affected.

      20. BENEFITS.  This Agreement shall inure to the benefit of and be   binding upon the parties and their respective heirs, executors, administrators, successors and permitted assigns.

      21. CAPTIONS.  Sections, titles or captions contained in this Agreement are inserted as a matter of convenience and for reference and in no way define, limit,

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extend or describe the scope of this Agreement or the intent of any provision  thereof.

      22. COUNTERPARTS.  This Agreement may be executed in multiple   counterparts, each of which shall be deemed an original, but all of which taken together shall constitute but one in the same instrument.

      23. ENTIRE AGREEMENT.  This Agreement contains the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior written or oral agreements between them with respect to the subject to the subject matter hereof.

      IN WITNESS WHEREOF, the parties have executed this Agreement.

                                      Logan's Roadhouse, Inc.

                                      By:     /s/ Edwin W. Moats, Jr.                                                  -------------------------------

                                      Name:   Edwin W. Moats, Jr.                                                  -------------------------------

                                      Title:  President and CEO                                                  -------------------------------

                                      Southern Racing Promotions, Inc.

                                      By:     /s/ Gary T. Baker                                                  -------------------------------

                                      Name:   Gary T. Baker                                                  -------------------------------

                                      Title:  President                                                  -------------------------------

                                    7 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
answer:
14978


question:
Exhibit 10.3

GAS FRANCHISE AGREEMENT

THIS AGREEMENT (Agreement), made and entered into this 17th day of November, 2015, by and between the TOWN OF VINTON, VIRGINIA, a Virginia municipal corporation (Grantor), and ROANOKE GAS COMPANY, a Virginia corporation (Grantee).

WHEREAS, Grantor has reviewed the proposal for a Gas Franchise of Grantee; and

WHEREAS, Grantor, at a duly authorized and regular meeting of its Town Council, did vote to grant a renewal of the Gas Franchise to Grantee pursuant to provisions of the State Code and Town Charter.

NOW, THEREFORE, in consideration of said grant of renewal of the Gas Franchise, the parties agree as follows:

1. GRANT. Grantor hereby grants to Grantee and Grantee hereby accepts a franchise to construct, reconstruct, operate, maintain, repair, and extend a Gas Distribution System within Grantor's Territorial Limits in accordance with the terms and conditions set forth below (Franchise). The Franchise is granted pursuant to Grantor's Franchise Ordinance (Ordinance No. 967), adopted November 17, 2015, (Ordinance), which is incorporated by reference herein, including any applicable definitions.

2. TERM. The term of the Franchise shall be twenty (20) years, commencing on January 1, 2016.

3. FRANCHISE FEE.

(a) Grantee shall pay to Grantor a Franchise Fee which shall be calculated pursuant to this Section. It is understood that Grantee has or will enter into franchise agreements with the City of Roanoke (Roanoke) and the City of Salem (Salem) and the Town of Vinton (Vinton) (Grantor, Roanoke and Salem being hereinafter sometimes collectively referred to as the localities and singularly as a locality) with fee provisions identical to this one, and that the total annual Franchise Fee to be paid to the three localities in aggregate is $98,196 for calendar year 2016 (base year total annual Franchise Fee). Grantor's Franchise Fee shall be a percentage share of the base year total annual Franchise Fee, which shall be determined on a pro rata basis according to its percentage share of the total dollar value of Grantee's gas sales occurring within the localities during the calendar year. For each calendar year of the Franchise, each locality's percentage share shall be determined by the following formula:

total dollar value of Grantee's gas sales within Locality's percentage share = the Territorial Limits of the locality total dollar value of Grantee's gas sales in the three localities

For calendar year 2016, the Franchise Fee shall be paid to Grantor on or before March 31, 2017.

1

Source: RGC RESOURCES INC, 8-K, 12/16/2015





(b) For each succeeding calendar year during the term of this Franchise, the total annual Franchise Fee paid by Grantee to the localities shall be the base year total annual Franchise Fee increased by three (3) percent compounded annually over the term of the Franchise.  For each calendar year during the term of this Franchise, Grantor's percentage share shall be determined pursuant to this Section, and paid to Grantor on or before March 31 of the succeeding calendar year.

4. BUSINESS OFFICE. Grantee shall during the term of this Franchise maintain at least one business office within the Territorial Limits of Grantor. Such office shall be open at least forty (40) hours per week for the conduct of business between Grantee and its customers.

5. NONDISCRIMINATION. Grantee shall not discriminate on the basis of race, religion, color, sex, national origin, age, disability, or any other basis prohibited by state law relating to discrimination in employment, except where there is a bona fide occupational qualification reasonably necessary to the normal operation of the Grantee.

6. NOTICE. All notices required under this Agreement or the Ordinance shall be in writing and shall be deemed validly given, unless otherwise required, when sent by certified mail, return receipt requested, or by a nationally recognized overnight courier, addressed as follows (or any other address the party to be notified may have designated to the sender by like notice):

Grantor: Grantee:

Town of Vinton Roanoke Gas Company Attention: Town Manager Attention: President 311 S. Pollard Street 519 Kimball Avenue, N.E. Vinton, Virginia 24179 P.O. Box 13007 Roanoke, Virginia 24030

The parties may, by notice given under this Section, designate such other addresses as they may deem appropriate for the receipt of notices under this Agreement.

7. EFFECTIVE DATE. The effective date of the Franchise will be January 1, 2016.

SIGNATURES APPEAR ON FOLLOWING PAGES

2

Source: RGC RESOURCES INC, 8-K, 12/16/2015





IN WITNESS WHEREOF, the parties hereto have signed this Agreement by their authorized representatives.

WITNESS:   ROANOKE GAS COMPANY

/s/ Diane L. Conner   By /s/ John S. D'Orazio     John S. D'Orazio, President and CEO Diane L. Conner, Assistant to CEO   12/14/2015 Printed Name and Title

WITNESS:   TOWN OF VINTON, VIRGINIA

/s/ Susan N. Johnson   By /s/ Christopher S. Lawrence     Christopher S. Lawrence, Town Manager Susan N. Johnson, Town Clerk     Printed Name and Title

3

Source: RGC RESOURCES INC, 8-K, 12/16/2015 
Question: Highlight the parts (if any) of this contract related to Revenue/Profit Sharing that should be reviewed by a lawyer. Details: Is one party required to share revenue or profit with the counterparty for any technology, goods, or services?
answer:
1896


question:
DISTRIBUTOR AGREEMENT

1. CERTIFICATION AND IDENTIFICATION:

COMWARE TECHNICAL SERVICES OF 17922 SKY PARK CIRCLE, SUITE E, IRVINE, CALIFORNIA 92614-6414  (COMWARE) certifies that the Products furnished under this agreement by INTERNATIONAL TEST SYSTEMS, INC. OF 4703 SHAVANO OAK, SUITE 102, SAN ANTONIO, TEXAS 78249 (ITS) will be incorporated by COMWARE as a part of COMWARE'S systems which  COMWARE  sells or leases to  unaffiliated  third  parties in the  regular course of  COMWARE'S  business  and that  COMWARE'S  own  contribution  to these systems reflect a verifiable value added.  COMWARE also represents that it is an experienced  user of  computer  equipment  and  software  sufficiently  like the Products,  as  defined  below,  and  that it needs  only  minor  support  in the incorporation of the Products into its lines of business.

2. DEFINITIONS:

    INITIAL DISTRIBUTION      PERIOD:                    April 15, 2000 through October 15,                                 2000 (6 Months from the Effective Date)

    PRODUCTS:                   The CircuiTest 2000S In-Circuit Test System

                                The CircuiTest 2100 Scanner Expansion

    EXCLUSIVE TERRITORIES:      The 48 Contiguous United States

    EFFECTIVE DATE:             The earlier of the date Comware orders and                                 pays for a minimum of $22,710 worth of                                 Products, in any combination, or April 15, 2000.

3. EXCLUSIVE RIGHTS: Upon the effective date of this agreement COMWARE shall have the exclusive right to purchase, at the DISCOUNTS described below, and resell Products to potential customers during the Initial Distribution Period, based on the following terms and conditions:

(a)    COMWARE must purchase no less than $22,710.00 worth of Products, in any        combination,  by April 15, 2000.  This initial order shall be evidenced        by valid  purchase  order from  COMWARE to be  received by ITS no later        than 5:00PM April 1, 2000,  with payment to be received by ITS no later        than April 15,  2000.  In the event  either of these dates are not met,        this Agreement will automatically and immediately terminate and neither        of the parties  hereto will have any  further  obligations,  one to the        other.

(b)    Future  Purchase  Orders  and  delivery  will  approximate  the  15 day        delivery schedule (but not the dates), although payment will be made by        COMWARE to ITS no later than thirty (30) days after  receipt of invoice        from ITS.

(c)    Provided  COMWARE  purchases  the  initial  products  as in (a)  above,        COMWARE  shall have the right to purchase  additional  Products up to a        total of $45,420.00 at the following discounts:

                                       1

     INITIAL DISCOUNTS:

         PRODUCT IDENTIFICATION     SUGGESTED RETAIL PRICE       DISCOUNT        PRICE TO COMWARE -------------------------------------------------------------------------------------------------                                                                                          CircuiTest 2000S           $5,995.00                       45%                 $3,297.25          CircuiTest 2100 Scanner    $2,995.00                       56%                 $1,317.80

        (INTERNATIONAL TEST SYSTEMS RESERVES THE RIGHT TO CHANGE THE RETAIL         PRICE AT ANY TIME, WITH NOTICE TO COMWARE.)

(d)      In the event COMWARE purchases  products in excess of $45,420.00 during          the  Initial  Distribution  Period, COMWARE  shall  have  the  right to          purchase additional Products at the following discounts:

     SUBSEQUENT DISCOUNTS:

         PRODUCT IDENTIFICATION     SUGGESTED RETAIL PRICE       DISCOUNT        PRICE TO COMWARE -------------------------------------------------------------------------------------------------                                                                                          CircuiTest 2000S           $5,995.00                       50%                 $2,997.50          CircuiTest 2100 Scanner    $2,995.00                       60%                 $1,198.00

        (INTERNATIONAL TEST SYSTEMS RESERVES THE RIGHT TO CHANGE THE RETAIL         PRICE AT ANY TIME, WITH NOTICE TO COMWARE.)

4.   RENEWAL  PERIOD:  Provided  that COMWARE  purchases a minimum of $45,420.00      worth of  Products,  in any  combination,  during the Initial  Distribution





     Period,  this Agreement will automatically renew for an additional 6 months      (the Renewal  Period).  In the event COMWARE  purchases an amount less than      $45,420.00, than this Agreement will automatically terminate.

5.   MINIMUM ORDERS TO MAINTAIN AGREEMENT: COMWARE must purchase order a minimum      of $4,200 worth of Products per month during the Renewal Period TO maintain      the terms and conditions of this  Agreement.  In the event COMWARE does not      meet these minimum purchase requirements, this Agreement will automatically      and  immediately  terminate and neither of the parties hereto will have any      further obligations, one to the other.

6. OBLIGATIONS OF COMWARE:

     o Use best efforts to market and sell the Products to customers.      o Provide marketing feedback to ITS.      o Train customers on and demonstrate ITS products.      o COMWARE reserves the right to develop and sell value-added services that        support the sales of ITS systems.      o COMWARE reserves the right to develop their own marketing materials,        brochures, and advertisements for ITS' products at no cost to ITS.      o Communicate with and respond to ITS AND ITS inquires.      o Assist ITS in customer feedback.

                                       2

7. OBLIGATIONS OF ITS:

     o    ITS will deliver working systems no later than 30 days after a hard           copy purchase order is received from COMWARE.      o    ITS will provide free technical support to customers who have           purchased ITS systems for a period of 30 days. After the 30 day free           technical support period, ITS reserves the right to charge a           reasonable fee for additional support.      o    ITS will be solely responsible for the production of brochures           describing the products, and will provide COMWARE with ample space for           placement of business card/label and provide COMWARE with as many           brochures as it may from time to time reasonably require, free of           charge.      o    In event of cancellation of a purchase order, or re-scheduling of any           item on a purchase order beyond the discount period, COMWARE may be           liable for bill back or adjustment of discounts based upon actual           quantities of items delivered within the discount period.      o    COMWARE will not be penalized for delays in delivery caused by ITS, or           any agent of ITS.      o    ITS will use its best efforts to provide a swift and complete           resolution of any product-related problems, whether or not such           problems are covered under the terms of the WARRANTY. In the event           that one of COMWARE'S customers has a problem that is beyond the scope           of COMWARE'S capabilities, ITS will address the problem without delay           in the best interest of customer service.

8.   WARRANTY:  ITS  Products  are  warranted  free from  defects of material or      workmanship  for 3 years after  shipment from the  manufacturer.  Equipment      purchased from ITS, which becomes defective within that time period will be      repaired by ITS at its  headquarters  in San  Antonio,  Texas at no cost to      COMWARE  beyond cost of shipping  the  equipment  to ITS. ITS will bear the      cost of returning the item to COMWARE by UPS,  REGULAR  DELIVERY.  priority      shipping costs will be borne by COMWARE.

     This  warranty  is  contingent  upon  proper  use and  installation  of the      Products and does not cover equipment which has been modified  without ITS'      consent or which has been  subjected  to  unusual  physical  or  electrical      stress or on which the original  identification  marks have been removed or      altered.

9.   DOCUMENTATION AND SUPPORT: ITS will supply with each of the Products      ordered one set of user and technical documentation and one set of software      in reproducible form.

     COMWARE may purchase  additional  copies of the  documentation and software disks at then prevailing prices.

     COMWARE will receive  minimal  assistance  and support from ITS  consistent with the certifications in Section 1.

                                       3

TERMINATION:  except as  specifically  described  elsewhere  in this  agreement,      either ITS or COMWARE shall have the right to terminate this Agreement with      30 days written notice from the other party, for any reason whatsoever.

11.  GOVERNMENT SALES:  COMWARE reserves the right to incorporate,  as extension      of this Agreement,  additional  terms and conditions as may be required for      sale of Products to the US Government.  These terms and conditions  will be      expressly quoted in attachments to subject  purchase  orders.  ITS reserves      the right to reject such purchase orders only under those  conditions where      these terms and  conditions are in conflict with stated policy or corporate      condition of ITS at the time the purchase orders are received.





12.  ENTIRE  AGREEMENT:  This  Agreement  supersedes  all prior  agreements  and      understandings  between the parties  relating to the subject  matter and is      intended by the parties as the  complete  and  exclusive  statement  of the      terms of the Agreement. No modification, addition to or waiver of the terms      and conditions of this Agreement  shall be effective  unless in writing and      signed by the party against whom the same is sought to be enforced.

13.  GOVERNED BY THE STATE OF TEXAS: This Agreement shall be interpreted and      governed by the laws of the State of Texas. Comware agrees to submit to the      jurisdiction of the State of Texas, Bexar County, USA.

INTERNATIONAL TEST SYSTEMS, INC.        COMWARE TECHNICAL SERVICES

BY                                      BY   -------------------------------         ---------------------------------

PRINTED                                 PRINTED        --------------------------              ----------------------------

TITLE                                   TITLE      ----------------------------            ------------------------------

DATE                                    DATE     -----------------------------           -------------------------------

                                       4 
Question: Highlight the parts (if any) of this contract related to Warranty Duration that should be reviewed by a lawyer. Details: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?
answer:

5941