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.

Input: Consider Input: 1                                                                    Exhibit 10.17

       Confidential Materials omitted and filed separately with the         Securities and Exchange Commission. Asterisks denote omissions.

                           OUTSOURCING AGREEMENT

                                 BETWEEN:

                         MODUS MEDIA INTERNATIONAL                                 LANDDROSTLAAN 51                                 7327 GM APELDOORN                                  THE NETHERLANDS                                (HEREINAFTER MMI)

                                    AND

                           DRAGON SYSTEMS, INC.                                 320 NEVADA STREET                                 NEWTON, MA 02160                                      U.S.A.                           (HEREAFTER DRAGON SYSTEMS)

                     EFFECTIVE AS OF (EFFECTIVE DATE)

1.       PURPOSE OF AGREEMENT Formalize the agreements made regarding services and products between Dragon Systems and MMI.

2.       SERVICES MMI will produce products for Dragon Systems on a Turnkey basis. Initially, services will cover 3 products, as per the attached price sheets. However, this may be extended.

Specific services will be:

- -        Receipt and Management of master materials

- -        Supply base management

- -        Production (both components & finished goods)

- -        Delivery

- -        Inventory Management

- -        Financial Services

Quality and Services Level Agreements will be based on mutual agreement.

3.       DELIVERY

MMI shall deliver the Services in line with the agreed service levels to Dragon Systems.

                                        2           Confidential Materials omitted and filed separately with the         Securities and Exchange Commission. Asterisks denote omissions.

4.       ACCEPTANCE OF SERVICES

Dragon Systems may reject the Services if they do not comply with the specification set out by Dragon \s\ JB. The Services are deemed to be accepted if MMI does not receive a notification within 60 days after delivery to Dragon Systems or its customers.

5.       PAYMENT AND PRICING

Dragon Systems will compensate MMI for all Services rendered in accordance with the rates specified in the Annex Prices. Unless otherwise agreed, prices shall exclude transport, insurance, VAT and Import duties (outside EC countries) to Dragon Systems' designated delivery address.

For all materials in stock, older than 90 days, MMI will charge Dragon Systems with an Inventory Carriage Charge of [**] of its value per month.

MMI will invoice Dragon Systems based on actual shipments that have been performed.

Payments will be due in US dollars within 30 days after delivery, or when agreed after delivery of installments or the receipt of invoice by Dragon Systems, which ever is later. MMI shall invoice Dragon Systems indicating the performed services in US$ with reference to this Agreement.

Dragon Systems shall be entitled to deduct from or set off against any sums which Dragon Systems may be liable to pay to MMI any amounts owed by MMI, its affiliated entities, subsidiaries or successors in interest.

6.       WARRANTY

MMI warrants providing the Services with due diligence and care in accordance





with the specifications set by Dragon Systems. Should MMI not supply the Services as agreed or should the Services become defective within 6 months from their delivery to Dragon Systems, Dragon Systems may at its option require MMI to complete or re-perform the Services within a reasonable period of time, rescind the contract or refuse payment of the compensation in part or in total, notwithstanding any damage claims.

7.       INDEMNITY

MMI shall reimburse Dragon Systems and hold Dragon Systems harmless from any liabilities or obligations imposed upon Dragon Systems resulting directly or indirectly from MMI's or its employees or agents activities under this Agreement.

                                    -2-    3 8.       LIABILITY

Either party shall be liable for failure or delay in performance of its duties under this Agreement except for reasons beyond such party's reasonable control. MMI shall not be liable for indirect or consequential damages unless caused by intention or gross negligence.

9.       CONFIDENTIALITY

Both parties shall take reasonable precautions to preserve in strict confidence any confidential or proprietary information obtained by them, their agents or employees concerning the business, products, equipment or services of the other party, including without limitation, trade secrets. Such reasonable precautions shall include exercising precautionary measures designed to preserve the secrecy of such information and to prevent its disclosure to third parties, except following prior consent of the other party, with such precautions being at least equivalent to those taken by each party with respect to its own confidential information.

10.      PATENTS AND COPYRIGHT

MMI warrants that the Services supplied to Dragon Systems will not infringe any third parties' intellectual property rights. MMI will defend and indemnity Dragon Systems against a claim that the Services supplied hereunder infringe a patent or copyright and will pay resulting costs and damages provided that Dragon Systems (i) promptly informs MMI in writing of the claim and (ii) gives MMI sole control of the defense and all related settlement negotiations. MMI will either procure the right for Dragon Systems to continue using the Services or replace or modify them so that they become non-infringing or accept return of the Services for a credit equal to the price paid by Dragon Systems.

11.      COPYRIGHT AND COPYRIGHT LICENSE

Dragon Systems hereby grants MMI the rights to copy in printed or electronic form the master materials according to the forecasted numbers given to MMI by Dragon Systems.

12.      TERM AND TERMINATION

This Agreement shall be valid for an indefinite period.

Both parties may terminate the Agreement with immediate effect

- -        of either party breaches a material term of the Agreement

- -        in case of a merger or change of key management or control

- -        in case of bankruptcy or similar.

Dragon may terminate this agreement without cause by giving sixty (60) days written notice to MMI.

                                    -3-    4 13.      GOVERNING LAW

Any lawsuit relating to any matter arising under this Agreement may be initiated in a State or Federal Court located in the Commonwealth of Massachusetts or in any court in the Netherlands having jurisdiction over the matter.

14.      INSURANCE

MMI shall at its own expense obtain and maintain with an insurer adequate insurance coverage in respect of any Dragon Systems property under the care, custody or control of MMI. MMI shall immediately notify Dragon Systems in writing of any theft, loss or damage to any Dragon Systems property and shall indemnify Dragon Systems in respect of the same.

MMI

\s\ John Dick                          General Manager - -------------------------------------------------------           19 Jan. 1998

DRAGON SYSTEMS, INC.





\s\ Janet M. Baker,                         President - -----------------------------------------------------           12 Jan. 1998

                                    -4-    5                                 NaturallySpeaking

  Part Number              Description     1,000 units    2,500 units   5,000 units   10,000 units   25,000 units  50,000 units - ----------------------   -------------------  -------------  ------------  ------------  -------------  ------------  -------------

                             [**]

                                            -5-    6                          Dictate Power

  Part Number              Description     1,000 units    2,500 units   5,000 units   10,000 units   25,000 units  50,000 units - ----------------------   -------------------  -------------  ------------  ------------  -------------  ------------  -------------

                                             [**]

                                              -6-    7                           Dictate Classic

  Part Number              Description     1,000 units    2,500 units   5,000 units   10,000 units   25,000 units  50,000 units - ----------------------   -------------------  -------------  ------------  ------------  -------------  ------------  -------------

                                             [**]

                                              -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?

Output: 6682


Input: Consider Input: EXHIBIT 10.1

                    ELECTRONIC JOURNAL SOFT WARE DEVELOPMENT,                         HOSTING AND MANAGEMENT AGREEMENT

      This AGREEMENT is made the 20 March day of 1998

      BETWEEN

      1. HealthGate Data Corp., a Delaware corporation (HealthGate), having an       address at 380 Pleasant Street, Malden, Massachusetts, 02148, USA

      AND

      2. Blackwell Science Limited a company registered in England       (Blackwell), whose registered office is Osney Mead, Oxford OX2 OEL,       England, and Munksgaard A/S, a company registered in Denmark       (Munksgaard), having an address at 35 Norre Sogade, Copenhagen DK-1016,       Denmark (together, Blackwell and Munksgaard shall be referred to as the       Publishers)

      WHEREAS:

      A. Blackwell and Munksgaard, among other business activities, publish       journals;

      B. HealthGate, among other business activities, creates, compiles and       distributes health and biomedical information through the Internet;

      C. The Publishers desire to retain HealthGate to provide electronic       journal management services, including development of an on-line web site       for its journals, and other mutually agreed publications.

      D. HealthGate will provide the Services.

      E. HealthGate shall license to the Publishers the Proprietary Software and       provide appropriate operational documentation if the Publishers decide to       manage their own service from 28 February 2000.

      NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

1.    Definitions

      In this Agreement, the following words and expressions shall have the       following meanings:

Acceptance or Accepted      Means acceptance of any part or the whole of the                                       System by the Publishers when the System                                       has successfully passed the acceptance                                       tests in accordance with Clause 9 below                                       but for the avoidance of doubt does not                                       refer to the continuing Services after the                                       Site goes live

Agreement                     means this document and its Schedules and any                                       documents expressly incorporated herein by                                       reference and shall include any amendments                                       subsequently agreed.

Content                       means up to 200 Journals and any other material                                       related to the Journals which the                                       Publishers include in printed or                                       electronic form, or any part thereof

the Development Timetable     means the timetable upon which the Development                                       Work is proposed to take place which is in                                       the implementation plan

the Development Work          means the development work required to produce                                       the System (but excluding the ongoing                                       services after the Site goes live) based                                       upon the Specification and technical                                       documentation sufficient for the system to                                       be developed and extended including but                                       not limited to any deviations from the                                       original specification agreed to be                                       necessary during the development.

Escrow Agreement              means the agreement(s) between the Publishers,                                       the escrow agent and HealthGate the terms                                       of which are specified in the Fourth                                       Schedule

the Hardware                  means the equipment and hardware referred to in                                       Clause 8, as upgraded from time to time,                                       and including extra hardware as a                                       contingency.

Journal                       means a Journal which the Publishers intend to                                       include on the Site





the Licence                   means the Licence granted in Clause 10

the Proprietary Software      means HealthGate's own software which has been                                       or will be developed

                                     2

the Services                  the services to be performed by HealthGate to be                                       set out in the Specification, to include                                       but not limited to (i) any ongoing work in                                       the design and development of the Site;                                       (ii) mounting the Content on HealthGate's                                       Hardware; (iii) hosting and making the                                       Content and portions thereof accessible in                                       an online interactive mode for searching,                                       access, review, displaying in a web                                       browser or on computer terminals,                                       downloading, and printing on paper and;                                       (iv) providing access to Publishers'                                       subscribers and other third parties to the                                       Site through telecommunications access via                                       the Internet.

the Site                      means the world wide web site to be prepared for                                       the Publishers comprising all pages                                       including graphics, audio-visual effects,                                       software and all the material in                                       compliance with the Specification and all                                       parts of the System used for the Site

the Software                  means the Proprietary Software and the Third                                       Party Software including any source code                                       and operator manuals relating thereto, to                                       be developed or used and/or licensed by                                       HealthGate in accordance with this                                       Agreement

the Specification             means the detailed user scenarios and                                       implementation plan prepared by HealthGate                                       and approved by the Publishers and annexed                                       in the First Schedule

the System                    means the system comprising the hardware,                                       software, services and peripherals                                       specified in the Specification and                                       including the Software all as the same is                                       to be supplied by HealthGate to suit the                                       Publishers' requirements

System Completion Date        means 14 December 1998

Third Party Software          means all software to be included in the System                                       owned by a third party, which shall be                                       licensed for use and/or distribution by                                       HealthGate as part of the System, and by                                       the Publishers and/or third parties if the                                       Services cease to be provided by                                       HealthGate.

Use Fees                      are the fees as set out in clause 19.4

                                       3

2.    Appointment of HealthGate

      The Publishers hereby appoint HealthGate and HealthGate hereby accepts       such appointment upon the terms and subject to the conditions of this       Agreement:

      2.1.  to carry out the Development Work within the Development Timetable;

      2.2.  to provide the Services for the period in Clause 3; and

      2.3.  to hand over the System as provided in Clauses 10, 18, 33 and the             other provisions of this Agreement.

      The Publishers grant HealthGate an exclusive right to carry out the       Services, with the exception that the Publishers shall honour current       contracts with third parties and Publisher may publish and licence content       themselves as long as it does not materially reduce HealthGate's revenue.       For the purpose of determining HealthGate's revenue, Use Fees and Article       Fees shall not be taken into account.

3.    Duration

      3.1.  This Agreement shall commence on 1 January 1998. The initial term of             the Services, unless terminated as set out herein, shall continue up             to and including 28 February 2000 (the Initial Term).





      3.2.  Right of Renewal

            The Publishers shall have the right to renew the term of the             Services as provided in this Agreement.

4.    Development and Specification

      4.1.  HealthGate shall carry out the Development Work in accordance with             the Development Timetable and in accordance with the Specification             by the System Completion Date.

      4.2.  HealthGate hereby assign all present and future copyright in the             Blackwell Specification to the Publishers.

      4.3.  Publishers grant to HealthGate a perpetual, royalty-free licence to             use the Specification.

                                       4

5.    Milestones and Deliverables

      5.1.  If HealthGate fails to complete the System development by the System             Completion Date, unless such failure results from the Publishers'             default in performing its obligations under this Agreement or from             an extension of time agreed in writing, the Publishers may in their             discretion notify HealthGate accordingly, and if such failure is not             remedied within 28 calendar days, HealthGate, recognising the loss             caused to the Publishers, will on demand from the Publishers pay to             the Publishers a sum calculated at the rate of 1% of the value of             the contract in respect of every 28 days which elapse from the             System Completion Date to the actual date of completion of the             System. Such sums of money will be paid by HealthGate to the             Publishers not as a penalty but as and for the ascertained and             liquidated damages owing and payable by HealthGate to the Publishers             by reason of such failure to meet the System Completion Date.

      5.2.  If HealthGate fails to complete the System by the end of the tenth             week after the System Completion Date then the Publishers (unless             such failure demonstrably results from the Publishers' default in             the performance of its obligations under this Agreement) will be             entitled without prejudice to any other rights or remedies they may             have under this Agreement or at law or in equity to terminate this             Agreement immediately by written notice.

      5.3.  If any delay in meeting the System Completion Date is in any way due             to the Publishers' fault, HealthGate will nevertheless, if the             Publishers so requests, continue with the work on the Project with a             view to completing it as soon as reasonably possible in the             circumstances, and the Development Timetable will be adjusted             accordingly.

6.    Project Management

      6.1.  HealthGate and the Publishers shall each designate the name,             address, telephone number, fax number, and e-mail address of a             Project Manager and a Deputy Project Manager. The Project Managers             shall be responsible for arranging all meetings, visits, and             consultations between the parties, and for the transmission and             receipt of technical information between the parties. The parties'             initial Project Manager and Deputy Project Manager is set forth on             the Third Schedule hereto.

      6.2.  If HealthGate has reason to believe that any estimate of any time is             likely to be exceeded or that it is likely that the Development             Timetable will not be complied with, HealthGate will immediately             inform the Publishers' Project Manager by written notice.

                                       5

7.    Content

      The Publishers, at their cost and expense, shall make available the       Content in loadable electronic format to HealthGate as specified in the       Specification. HealthGate shall remotely load the Content into a staging       area.

8.    Procurement of Hardware

      HealthGate shall maintain the Site on HealthGate's web server and/or other       servers through the term of this Agreement insofar as it relates to the       Services. HealthGate shall acquire and maintain all necessary equipment       and hardware (collectively the Hardware) for Site. The Hardware shall be       capable of storing the Content, including future issues of the Journals       within the Content. HealthGate shall replace and upgrade such Hardware to       satisfy the requirements of the Specification. The Hardware for the Site       shall include redundancy so that the Site may remain operational despite       an equipment failure. The Hardware shall be located at HealthGate's       computer facilities in Malden, Massachusetts. The Hardware may be       relocated only with Publishers' written consent, which consent shall not       be unreasonably withheld. HealthGate, at its cost and expense, shall       maintain adequate access via telecommunications to the Site at service





      levels that shall be maintained at the same extent as HealthGate provides       to its own users.

9.    Testing, Acceptance and Delivery

      9.1.  Upon completion of the Development Work HealthGate and the             Publishers shall run acceptance tests to assure compliance with the             Specification. Load testing will be conducted at HealthGate. Such             period of acceptance testing shall not exceed 2 weeks from date of             delivery for testing.

      9.2.  Upon passing the acceptance tests, the System shall be deemed             Accepted

      9.3.  Upon Acceptance as provided in Clause 9.2 HealthGate shall deliver             into escrow the source code, source listings and information for the             Proprietary Software included in the System in accordance with the             terms of the Escrow Agreement.

      9.4.  In the event that the system fails to pass any of the prescribed             acceptance tests or fails to satisfy the Publishers' requirements,             the Publishers shall afford HealthGate the opportunity of             rectifying, replacing and retesting the System. In the event that             the System or any part thereof again fails to be accepted, such             acceptance shall not be unreasonably withheld, or to satisfy the             Publishers' requirements of which the Publishers shall be the sole             judge, the Publishers shall (as time is of the essence of this             Agreement) be entitled, in addition to any other rights it may have             under this Agreement or in law, to have HealthGate remove the             Content from the System (in whole or in part as the Publishers so

                                       6

            instructs) and HealthGate shall be liable to refund forthwith any             moneys paid by the Publishers for such rejected System or part             thereof. Notwithstanding the foregoing, upon acceptance of System             launch, as noted in Clause 19.2.4, HealthGate shall be entitled to             retain all monies paid by Publishers to this point.

            In such circumstances HealthGate shall be entitled to retain the             first $250,000 paid by the Publishers to develop the Specification.

10.   Licence

      10.1. Proprietary Software

            HealthGate hereby grants to the Publishers a non-exclusive             non-transferable licence to use the Proprietary Software for the             purposes of this Agreement

            Save in relation to the Publishers' logos, trademarks, and content,             HealthGate may use and/or licence the Proprietary Software for             itself or for others without any compensation or liability to the             Publishers.

            All Proprietary Software and Source Code remain the property of             HealthGate. Publishers may not use either Proprietary Software or             Source Code held in escrow to develop a product that competes with             those services offered by HealthGate. HealthGate, in its sole             discretion, retains the right to determine if Publishers are             utilizing either the Proprietary Software or Source Code in             violation of this Agreement.

      10.2. Option for Licence

            10.2.1. On termination of the provision of the Services by                     HealthGate to the Publishers for whatever reason, HealthGate                     shall at the Publishers' option:

                          (i) grant to the Publishers a non-exclusive                     non-transferable licence to use the Proprietary Software for                     the purposes of using, developing, enhancing and maintaining                     the Site and carrying out any or all of the activities                     previously carried out by HealthGate or on its behalf under                     this Agreement

                          (ii) exercise best endeavours to grant to the                     Publishers a non-exclusive non-transferable licence to use                     the Third Party Software for the Site when and to the extent                     requested by the Publishers.

            10.2.2. The annual fee for the licence in Clause 10.2.1 for the                     Software, to include the Proprietary Software and the Third                     Party Software, shall be $150,000 per annum, including                     standard upgrades and maintenance, provided that if                     HealthGate is not able to grant a licence of the Third Party                     Software, then the Publishers shall be at liberty to licence                     the Third Party Software from its owners and/or licensors                     direct, and/or to

                                       7





                    license alternative software, and shall deduct the fees for                     such licences from the $150,000 per annum for the Software.

            10.2.3. The Publishers shall have the right to terminate the licence                     referred to in Clause 10.2.1 by giving three months' notice                     in writing to HealthGate.

11.   Hosting

      HealthGate will host the Site in accordance with the Specification for the       period for the Services in Clause 3.

12.   Service Levels

      12.1. HealthGate will provide the Services and shall meet the Service             Levels including but not limited to:

            12.1.1. dealing promptly with queries or problems relating to the                     use or performance of the Software and correcting or                     procuring the correction of all material program errors;

            12.1.2. identifying the location of any fault on the System,                     ensuring the continuing satisfactory operation of the                     System, taking all appropriate actions to ensure that the                     System maintains its full functionality;

            12.1.3. providing or procuring minor enhancements to the Software                     including but not limited to updating data and formulae to                     ensure that any changes in tax or other statutory                     regulations or law are incorporated into the Software.

      12.2. The Service Levels will be subject to review at any time by             agreement between the Project Managers and in any event will be             formally reviewed every 12 months during the term of this Agreement.

      12.3. HealthGate will provide usage statistics relating to the Services as             described in the specification on a monthly basis, or such other             reasonable intervals as may be mutually agreed upon by the parties             from time to time.

      12.4. HealthGate will perform the Services and meet the Specifications and             Service Levels set forth and referred to in this Agreement. In all             cases where HealthGate has not committed to a specific performance             standard, HealthGate will use reasonable care in providing the             Services.

13.   Permitted Users, Pricing and Subscription Information

      13.1. The Publishers shall have sole authority concerning determining             access to the Site. Except for the fees payable to HealthGate             described in Clause 14 hereof (document delivery), the Publishers             shall retain the sole and exclusive right to determine the prices             and fees payable and other terms and conditions applicable

                                       8

            to the Publishers' subscribers and other third party users for             access to the Publishers' Content on the Site. The Site shall be             designed to permit automated loading and maintenance of subscription             data from the Publishers' fulfilment systems. The Specification             details the procedures for loading such subscription information             (including both bulk entry and single entry information) and timing             for access to the Site for users included on such updated             subscription data.

      13.2. The Publishers grant to HealthGate a royalty-free licence for the             purpose of testing, demonstrating, and evaluating the Site.

      13.3. For the avoidance of doubt the Publishers shall have the right to             permit third party intermediaries, (including but not limited to             Ovid, OCLC, Swets, B H Blackwell, Munksgaard Direct and Dawson) to             access the Site and to authorize access to users in terms within the             Publishers' sole discretion. The Use Fees as set out in Schedule 2             shall apply.

14.   Document Delivery: Fees from Sales of Articles

      14.1. The Site will include functions to facilitate the sale of individual             articles from the Journals and other items at the sole discretion of             the Publishers to non-subscribers and other third party users.

      14.2. In relation to sales the Publishers make direct, the Publishers             shall establish copyright and other fees for such sales (Article             Fees). HealthGate shall collect the Article Fees established by             Publishers plus a service fee to be determined by HealthGate but in             any event the service fee may not exceed 30% of the Article Fee for             the particular article, or $US 4, whichever is the higher. Within 60             days of the end of each calendar month, HealthGate shall forward to             Publishers the net Article Fees actually collected (exclusive of             HealthGate's service fee).

      14.3. The Publishers may also permit third party intermediaries to sell             individual articles and other items, on terms to be agreed between             the Publishers and such third party intermediaries. Neither the





            Publishers nor the third party intermediaries shall be required to             pay a service fee or any other additional fee for this service, nor             shall HealthGate be permitted to collect a service fee, its             remuneration being as provided in Clause 19 and in Schedule 2 (Use             Fees).

15.   Improvements

      HealthGate shall replace and upgrade the Software to satisfy the       requirements of the Specification at no extra cost to the Publishers.

                                       9

16.   Links

      The Site shall support and include in-bound links, as may be mutually       agreed upon, to the Publishers' Content (including citations and       references within articles), from bibliographic databases, including       HealthGate, PubMed, ISI's Web of Science, and other sites, and as required       by the Publishers from time to time. HealthGate shall not be responsible       for setting up links from sites which it does not host. The Site shall       also support links with on-line content of other publishers, using       Document Object Identifier (DOI) and other standards, which may be       mutually agreed upon from time to time.

17.   Right of Renewal

      17.1  The Publishers shall have the right to renew the term of the             Services by notice in writing to HealthGate to be given on or before             30 September 1999. If the Publishers exercise their right to renew,             the term of the Services shall be extended by one further year, up             to and including 28 February 2001. The Use Fees shall remain the             same as in the Initial Period and the fee for the Services shall not             exceed $7000 for additional journals, $2000 maintenance fee on             existing journals and $2000 per Gigabyte.

      17.2  If the Publishers exercise their right of renewal under Clause 17.1,             then the Publishers shall have a further right of renewal for each             of the subsequent three years, provided that the right to renew             shall be conditional upon the Publishers having exercised their             right in the previous year, and giving notice on or before the 30             September before the renewal is to take effect.

18.   Assistance upon Termination

      On termination of the provision of the Services by HealthGate to the       Publishers for any reason:

                                       10

      18.1. HealthGate will liaise with the Publishers, making available for             such purposes such HealthGate liaison staff as the Publishers may             reasonably require, and acting in all good faith, to ensure a             mutually satisfactory license to the Publishers or, at the             Publishers' option, to a replacement contractor. The period of             liaison will commence as soon as notice has been given of             termination of this Agreement, and will continue for a maximum             period of 3 months after termination;

      18.2. HealthGate agrees that at the time of termination of this Agreement,             it will render all assistance, provide all documentation and             undertake all actions to the extent necessary to effect an orderly             assumption of the Services by the Publishers or, at the Publishers'             option, by a replacement contractor;

      18.3. If the Publishers so require, HealthGate will use its best             endeavours to procure the transfer at the Publishers' expense, to             the Publishers or to a third party nominated by the Publishers at             the Publishers' sole discretion, of any Third Party Software             licences HealthGate may have obtained in its own name in order to             provide the Services and used for that purpose exclusively; and

      18.4. HealthGate will be obliged to satisfy the Publishers that it has             erased the Publishers Content and all copies, and that it has no             ability to reproduce the Publishers Content in any way.

            The rights of the Publishers in this Clause 18 are in addition to             the rights in Clause 33.

19.   Cost and Payment, Change Control Formula

      19.1. The total price payable by the Publishers is set out in Clause 19.2             and the Use Fees in Clause 19.4, subject to the terms and conditions             in this Agreement, this price being a fixed price.

      19.2. Subject to HealthGate performing its obligations hereunder,             HealthGate shall invoice the Publishers for payment as follows:

            19.2.1.                                     On 30 January 1998                                                         $100,000





            19.2.2.                                     On 06 February 1998                                                         $150,000

            19.2.3.                                     On acceptance of                                                         Specification,                                                         $150,000 or 27                                                         February 1998                                                         whichever is later

                                       11

            19.2.4.                                     On acceptance of                                                         System launch                                                         $150,000

            19.2.5.                                     On system completion                                                         date $150,000

            19.2.6.                                     On 1 January 1999                                                         $175,000

            19.2.7.                                     On 1 April 1999                                                         $175,000

            19.2.8.                                     On 1 July 1999                                                         $175,000

            19.2.9.                                     On 1 September 1999                                                         $175,000

      PROVIDED ALWAYS THAT if the Agreement is terminated in accordance with       Clause 9.4 then the financial provisions of that Clause will apply in       place of this Clause 19.

      19.3. Invoices are payable within 60 days of receipt, with the exception             of payments due under Clause 19.2, which shall be payable on the due             date or on acceptance of the work, which ever is the later.

      19.4. Use Fees             The Publishers shall make payments to HealthGate based upon Use of             the Content as set forth on the Second Schedule. For the purposes of             this Agreement, Use shall mean a retrieval or download by a             Publishers' subscriber of the full-text of an article. There shall             not be any additional use fees or charges for users' browsing of             table of contents or abstracts. Use Fees shall be billed by             HealthGate monthly and all payments are due by cheque by the end of             the following month after the date of the invoice.

      19.5. Interest

            Interest on late payment by either party shall be charged at 2%             above base rate for the time being of Barclays Bank plc in England.             This sub-Clause 19.5 shall survive termination under Clause 9.4.

                                       12

20.   Advertising

      20.1. The Site shall be designed to include space for advertising. All             specifications concerning advertising space shall be mutually agreed             upon from time to time and detailed in the Specification. The rate             structure for advertising shall be mutually agreed upon.

      20.2. All advertising is subject to review and approval by the Publishers             and the Publishers reserve the right to refuse any proposed             advertisements. Revenues from advertisers utilizing the advertising             space shall be allocated between HealthGate and the Publishers. Each             party shall receive 30% of all advertising sales for advertising             sales originated by the other party (provided, in the event that             advertising is sold at rates less than fair market rates such 30%             figure shall be equitably increased to reflect the fair market value             of the advertising. Said fair market rates shall be determined by             mutual agreement of both parties). No deduction shall be made for             commissions payable to sales representatives or employees of any             party.

      20.3. Within 60 days of the end of each calendar month, the parties shall             report to each other concerning revenues collected on advertising             sales and make appropriate payments to the other party for the             previous month's collections based on the foregoing formula.

      20.4. In the event that any claim is made against either party in respect             of any advertisement. The expenses of dealing with any claim shall             be paid for in the same proportion as at Clause 20.2.

21.   Support and Enhancement

      HealthGate shall establish a telephone line for the purpose of providing       support to users of the Site, which support shall be free of charge to       such users. Such telephone line shall be answered pursuant to HealthGate's





      standard protocol and shall be operational 5:00 A.M. to 10:00 P.M., US       Eastern Time, and be supported by voice mail at other times. Such       telephone line shall be operated at all times by one HealthGate employee.       HealthGate shall ensure that the employee is suitably qualified and       experienced for the purpose. If the parties determine that more than one       employee is necessary to handle all inquiries in a reasonably prompt,       professional and efficient manner, Publishers at their cost and expense       may request HealthGate to dedicate additional employees for such purpose.

                                       13

      The Site shall include an e-mail function directly to HealthGate. All       e-mails received by HealthGate shall be answered within one business day.       The Site shall include a Frequently Asked Questions (FAQ) area and       detailed help screens as determined in the Specification. Both parties       agree to work together, through their duly appointed Project Managers, to       develop the FAQ area and the help screens.

22.   HealthGate Responsibilities

      22.1. HealthGate undertakes that in performing the Services it will use             commercially reasonable endeavours to comply with the Service Levels             including but not limited to System availability, specifications,             standards, functions and performance requirements.

      22.2. HealthGate will provide all assistance that the Publishers may             reasonably require in accordance with this Agreement for the purpose             of evaluating Service Levels from time to time and resolving             operational problems in connection with the Services. All such             requests must come from either the Publishers Project Manager or             Deputy Project Manager.

      22.3. HealthGate warrants that it owns or is authorised to use the             Computer Equipment for the purposes of supplying the Services.

      22.4. Viruses

            Each Party shall use its best efforts to ensure that no viruses,             worms or similar items (Viruses) are introduced into any Software             System used under this Agreement. If a Virus is found in any such             Software System, HealthGate shall, promptly upon the discovery             thereof, use its best efforts to eliminate such Virus and             ameliorate the effect thereof. If such Virus causes a loss of             operational efficiency or data, HealthGate shall mitigate and             restore such loss as quickly as feasible.

      22.5. Disabling Code

            Save with the written consent of the Publishers, the Software and             System shall not include, nor shall HealthGate introduce into any             Software and/or the System, any code whose purpose is to disable or             reduce the efficiency of all or any portion of the Services.

23.   Access to HealthGate

      23.1. During the Term of this Agreement, HealthGate shall accommodate one             employee or representative of Publishers at HealthGate's office for             the purpose of reviewing and understanding the operation of the             Site. HealthGate and Publishers shall coordinate the schedule of             such employee so that he or she

                                       14

            does not unduly interfere with HealthGate's operation of the Site or             HealthGate's other operations. The Publishers anticipate that such             employee will be at HealthGate's offices approximately 30 days per             year.

      23.2. Audit Rights

            23.2.1. The Publishers and/or their respective independent auditors,                     at no expense to HealthGate, and upon twenty (20) Business                     Days' written notice to HealthGate, shall have the right to                     conduct an operational audit pertaining to the fees and the                     Services rendered pursuant to this Agreement, including but                     not limited to having HealthGate process through any system                     test data supplied by the Publishers and/or their respective                     auditors, operate audit software on any system or download                     Publishers' Content and/or usage statistics to a computer                     designated by the Publishers, and/or their respective                     auditors. The operational audit will verify that HealthGate                     is exercising reasonable data processing operational                     procedures in its performance of the Services and confirm                     that HealthGate is performing and observing its obligations                     hereunder.

            23.2.2. HealthGate shall make available for the Publishers and/or                     the Publishers' auditors inspection all records relating to                     the fees and to the Services provided pursuant to this                     Agreement.





      23.3. Regulatory Access (Eg HEFCE)

            HealthGate and the Publishers acknowledge and agree that the             performance of the Services under this Agreement may be subject to             regulation and examination by the Publishers' regulatory agencies             and/or government and/or customer's contractors. The parties agree             that the records maintained and produced under this Agreement shall             at all times be available for examination and audit by governmental             agencies and/or governmental and/or customer's contractors having             rights in relation to and/or jurisdiction over the business of the             Publishers. Each party to this Agreement shall notify the other             party promptly of any formal request by an authorized agency or             contractor to examine records regarding the Publishers that are             maintained by HealthGate. Upon request, HealthGate shall provide any             relevant assurances to such agencies and shall subject itself to any             required examination or regulation. The Publishers shall reimburse             HealthGate for reasonable costs actually incurred due to any such             examination or regulation that is performed solely for the purpose             of examining data processing services performed by HealthGate for             the benefit of and at the request of the Publishers.

                                       15

24.   Security and Disaster Recovery

      24.1. HealthGate will ensure that all documents, data and Software are             kept under secure conditions with back up arrangements satisfactory             to the Publishers, to protect them effectively from unauthorised             access and so that they can be recovered from any malfunction of the             System.

      24.2. Should the Publishers' Content and/or data be lost or destroyed,             HealthGate will be responsible for its prompt reconstruction as             quickly as possible with high priority allocation of time and             resources, having regard to the back-up frequency agreed with the             Publishers in the Specification.

      24.3. HealthGate will not without the written consent of the Publishers             disclose any of the Publishers' data or Publishers' Content to any             third party.

      24.4. HealthGate will take all reasonable precautions to minimise the             impact of any disaster relating to the Services.

      24.5. Security for Facilities

            HealthGate will perform all required security procedures at any             place where Services are performed by HealthGate. All personnel of             HealthGate will comply with the agreed security procedures with             respect to access to any facility, data and data files.

      24.6. The Publishers and/or their auditors, at no expense to HealthGate,             and upon twenty (20)Business Days' written notice to HealthGate,             shall have the right to conduct a system backup and disaster             recovery audit with regard to the Services provided pursuant to this             Agreement. The system disaster and recovery audit will verify that             HealthGate is exercising reasonable procedures in the performance of             its system backup and disaster recovery obligations hereunder.             HealthGate shall allow the Publishers and/or their auditors access             to any site used by HealthGate as a backup facility, if HealthGate             can secure the rights for the Publishers and/or their auditors to             enter the backup facility.

      24.7. Disaster Recovery

            HealthGate shall maintain and continue to maintain throughout the             term of this Agreement, an off-site disaster recovery capability.             HealthGate shall present to the Publishers a disaster recovery plan             prior to the System Completion Date. HealthGate shall monitor each             such disaster recovery plan and keep it current.

                                       16

      24.8. HealthGate shall use its best efforts to recover from a disaster and             to continue providing Services to the Publishers within a             commercially reasonable period. An executive summary of each such             disaster recovery plan, which may change from time to time, shall be             provided to the Publishers at no charge. HealthGate shall test each             disaster recovery plan annually and shall provide the Publishers             with a summary of its test results.

25.   Third Party Software

      25.1. HealthGate warrants that any Third Party Software is validly             licensed for running by HealthGate at the Site and for all the uses             permitted under this Agreement in fulfillment of the services for             the term of the Agreement and that it is authorised to grant the             rights to the Third Party Software licensed under this Agreement for             use on the Site.

      25.2. HealthGate will fully indemnify the Publishers in respect of all





            damages, costs and expenses incurred by the Publishers resulting             from any act or default of HealthGate in respect of the Third Party             Software.

26.   Intellectual Property Rights

      26.1. The copyright and any and all other intellectual property in any             report, financial specification documentation and information, and             usage statistics on whatever media, prepared or to be created by             HealthGate pursuant to this Agreement shall be the property of the             Publishers notwithstanding termination hereof unless otherwise             expressly agreed in writing by the Publishers. HealthGate hereby             assigns all right, title and interest in and to the same to the             Publishers.

      26.2. Publishers' Content and Data

            The parties hereto acknowledge and agree that the Publishers and/or             their licensors own and will continue to own all right, title and             interest in and to Publishers' Journals and other data, including             but not limited to usage statistics for the Services (Publishers'             Data). Upon the termination of this Agreement for any reason or,             with respect to any Publishers' Data, on such earlier date as the             Publishers shall determine that any of the same will no longer be             required by HealthGate in order to render Services to the             Publishers, Publishers' Data will be either erased from the data             files maintained by HealthGate. or if the Publishers so elect,             returned to the Publishers by HealthGate. The Publishers' Data may             not be utilized by HealthGate for any purpose except to provide             Services to the Publishers, nor may Publishers' Data or any part             thereof be disclosed, sold, assigned, leased or otherwise disposed             of to third parties by HealthGate or commercially exploited by or on             behalf of HealthGate, or any of its employees or agents.

                                       17

27.   Warranty

      HealthGate's warranty

      27.1. HealthGate warrants to the Publishers that the Software on delivery             to the Publishers will conform substantially with the Specification.

      27.2. HealthGate undertakes to correct by patch or new release (at its             option) that part of the Software which does not so comply PROVIDED             THAT such noncompliance has not been caused by any modification,             variation or addition to the Software not performed by HealthGate

      27.3. Millennium Compliance

            HealthGate warrants that (a) the occurrence in or use by the System             of dates on or after January 1, 2000 (Millennial Dates) will not             adversely affect its performance at any level with respect to             date-dependent data, computation, output or other functions; and (b)             the System will create, store, receive, process and output             information related to or including Millennial Dates without error             or omissions.

      Publisher's warranty

      27.4. Each Publisher hereby represents and warrants that: (i) it has, and             will have throughout the term of this Agreement, all right, title             and interest in and to the Content, except for items that are in the             public domain or that are obtained under valid licenses, (ii) the             Publishers Content do not and will not infringe any tradename,             trademark or copyright, and (iii) there are not material suits,             claims or proceedings currently pending or threatened against any             Publisher based upon the Content and that Publishers will promptly             advise HealthGate of the pendency or threat of any such suits,             claims or proceedings relating to the Content or the Site arising             during the term of this Agreement.

      27.5. HealthGate shall be solely responsible for the compliance by its             personnel with all laws and regulations of any pertinent countries             relating to data protection and privacy and/or transborder data             flow.

                                       18

28.   Indemnities and Liability, Limitation of Liability

      28.1. Indemnities and Liability

            (a) Cross Indemnity - HealthGate and the Publishers each agree to             indemnify, defend and hold harmless the other from any and all             claims, actions, losses, damages, liabilities, costs and expenses,             including reasonable attorneys' fees and expenses, arising out of or             relating to the death or bodily injury of any agent, employee,             customer, business invitee or business visitor of the indemnitor, or             arising out of or relating to loss of or damage to tangible real or





            tangible personal property, to the extent that such claim, action,             liability, loss, damage, cost or expense was proximately caused by             the indemnifying party's tortious act or omission, or by those of             its agents or employees.

            (b) Patent Indemnity - HealthGate and the Publishers each agree to             indemnify, defend and hold harmless the other from any and all             claims, actions, damages, liabilities, costs and expenses, including             reasonable attorneys' fees and expenses, arising out of any claims             of infringement of any patent, or a trade secret, or any copyright,             trademark, service mark, trade name or similar proprietary rights             conferred by contract or by common law or by any law of any             applicable jurisdiction alleged to have occurred because of the             system including but not limited to hardware, software, and data             provided by the indemnitor under this Agreement.

            (c) Indemnification Procedures - With respect to third-party claims             subject to the indemnities set forth in this Clause 28, the             indemnitee shall notify the indemnitor promptly of any matters in             respect of which the foregoing indemnity may apply and of which the             indemnitee has knowledge and shall give the indemnitor full             opportunity to control the response thereto and the defense thereof;             including, without limitation, any agreement relating to the             settlement thereof; provided that the indemnitee shall have the             right to approve any settlement or any decision not to defend. The             indemnitee's failure to promptly give notice shall affect the             indemnitor's obligation to indemnify the indemnitee only to the             extent that the indemnitor's rights are materially prejudiced             thereby. The indemnitee may participate, at its own expense, in any             defense and any settlement directly or through counsel of its             choice. If the indemnitor elects not to defend, the indemnitee shall             have the right to defend or settle the claim as it may deem             appropriate, at the cost and expense of the indemnitor, which shall             promptly reimburse the indemnitee for all such costs, expenses and             settlements amounts.

                                       19

      28.2. Limitations of Liability--Except in respect of personal injury or             death caused by the negligence of either party (for which by law no             limit applies), in the event either party shall be liable to the             other party on account of the performance or nonperformance of its             respective obligations under this Agreement, whether arising by             negligence, wilful misconduct or otherwise, the amount recoverable             by the other party for all events, acts or omissions shall not             exceed, in the aggregate, an amount equal to payments made under             this Agreement.

29.   Source Code and Escrow

      29.1. HealthGate and the Publishers shall enter and maintain in force the             Escrow Agreement for such period as the Publishers require.

      29.2. Whenever a new version of the Proprietary Software is used for the             Site, HealthGate will promptly deposit a new version of the source             code and the operational documentation for that version under the             same Escrow Agreement, and notify the Publishers in writing that the             deposit has been made.

      29.3. If no new version has been deposited in any 6 month period,             HealthGate will deposit a replacement copy of the then current             version of the source code of the Proprietary Software under the             Escrow Agreement and will notify the Publishers in writing.

30.   Confidential Information

      Neither party shall, other than with the prior written consent of the       other party, during or after the termination, determination or expiry of       this Agreement disclose directly or indirectly to any person, firm,       company or third party and shall only use for the purposes of this       Agreement, any information relating to the Agreement, the other party, its       business, trade secrets, customers, suppliers or any other information of       whatever nature which the party whose information it is or its licensees       or nominee may deem to be confidential and which the other party has or       shall hereafter become possessed of. For the avoidance of doubt the usage       statistics relating to the Site shall be the Publishers' confidential       information.

      The foregoing provisions shall not prevent the disclosure or use by either       party of any information which is or hereafter, through no fault of the       other party, become public knowledge or to the extent permitted by law.       Nor shall they prevent the use by the Publishers of information for the       purposes of handing over or considering handing over the System to       themselves or to another contractor, PROVIDED THAT if the information is       disclosed to a third party the Publishers shall first enter a       confidentiality agreement with the third party in similar terms to this       Clause.

                                       20





31.   Data Protection

      The parties agree to ensure that they will at all times comply with the       provisions and obligations imposed by the Data Protection Act 1984, the EU       Data Protection Directive 95/46 and any implementing legislation in the       United Kingdom. Both parties agree to indemnify each other in respect of       any unauthorised disclosure of data by them.

32.   Termination, Change of Control of HealthGate

      32.1. Notwithstanding any provisions herein contained this Agreement may             be terminated forthwith by either party by notice in writing from             the party not at fault if any of the following events shall occur,             namely:

                  (i) if the other party shall commit any act of bankruptcy,                   shall have a receiving order made against it, shall make or                   negotiate for any composition or arrangement with or                   assignment for the benefit of its creditors or if the other                   party, being a body corporate, shall present a petition or                   have a petition presented by a creditor for its winding up or                   shall enter into any liquidation (other than for the purposes                   of reconstruction or amalgamation), shall call any meeting of                   its creditors, shall have a receiver of all or any of its                   undertakings or assets appointed, shall be deemed by virtue of                   the relevant statutory provisions under the applicable law to                   be unable to pay its debts, or shall cease to carry on                   business;

                  (ii) if the other party shall at any time be in default under                   this Agreement and shall fail to remedy such default within 30                   days from receipt of notice in writing from the first party                   specifying such default.

                  If any such event referred to in this sub-clause shall occur,                   termination shall become effective forthwith or on the date                   set forth in such notice.

         32.2.    Either party may by notice in writing to the other party                   terminate this Agreement, if any of the following events shall                   occur, namely:

                  32.2.1. if either party is in breach of any term, condition or                           provision of this Agreement or required by law and                           fails to remedy such breach (if capable of remedy)                           within 14 days of receipt of notice from the other                           party specifying such breach;

                                       21

                  32.2.2. Change in control

                          If there is a change in Control of the first party,                           the second party may, entirely at their own option and                           without thereby becoming liable for any costs or                           losses which the first party or its holding company or                           any company in which it may hold shares may suffer as                           a result terminate the Agreement by notice in writing                           to first party.

                          For the purpose of this clause, a person shall have                           Control of a company if he holds, directly or                           indirectly, shares which together with shares held by                           any persons acting in concert with him carry 50% or                           more of the voting rights of that company and Change                           in Control shall be interpreted accordingly. Words                           and phrases defined in the City Code on Take-overs and                           Mergers shall have the same meaning here.

      32.3. Termination, howsoever or whenever occasioned shall be subject to             any rights and remedies either party may have under this Agreement             or in Law.

      32.4. the following Clauses shall survive termination for whatever cause             of this Agreement: Clauses 4.2, 5, 10.2, 20.4, 23.2, 25-28, 30-34             inclusive.

33.   Rights Upon Termination

      Upon termination of this Agreement and for a period of six (6) months       thereafter, the Publishers will have the following rights and obligations:

      33.1. Commencing upon any notice of termination by the Publishers,             HealthGate will comply with the Publishers' reasonable directions,             and will provide to the Publishers any and all termination             assistance reasonably requested by the Publishers to allow the             Services to continue and to facilitate the orderly transfer of             responsibility for the Services to the Publishers or a successor             provider of Services designated by the Publishers. The termination             assistance to be provided to the Publishers by HealthGate may             include the following:

            33.1.1. Continuing to perform, for a reasonable period (as





                    determined by the Publishers) of up to six (6) months                     following the termination date, any or all of the Services                     then being performed by HealthGate.

            33.1.2. Developing, together with the Publishers, a plan for the                     orderly transition of Services (Transition Plan) then                     being performed by HealthGate from HealthGate to the                     Publishers or such successor provider of Services.

            33.1.3. Providing reasonable training for personnel of the                     Publishers in the performance of the Services then being                     transitioned to the Publishers or such successor provider of                     Services.

                                       22

      33.2. If HealthGate is then using any Equipment leased or owned by the             Publishers to provide services to any third party, HealthGate may             continue to use that Equipment for that purpose until such time as             HealthGate can reasonably transition to other equipment.

      33.3. Upon receipt of written notice from the Publishers that HealthGate             is in default under this Agreement by failing to comply with the             requirements of this Clause 33, or that HealthGate is in default             under any provision regarding rights upon termination of this             Agreement, HealthGate shall have ten (10) business days in which to             cure such default. HealthGate acknowledges that, in the event             HealthGate fails to cure such default within the specified time             period, the Publishers would suffer irreparable harm, and             HealthGate, hereby agrees that the Publishers would in such event be             entitled to obtain from a court of competent jurisdiction an order             of specific performance, in addition to such other rights and             remedies to which it may be entitled at law or in equity under this             Agreement.

      33.4. Upon the termination of this Agreement or HealthGate's engagement             whichever shall be the earlier, HealthGate or its personal             representative as the case may be, shall immediately deliver up to             the Publishers all correspondence, reports, documents,             specifications, papers, information (on whatever media) and property             belonging to the Publishers which may be in his possession or under             his control together with all confidential information or copyright             works belonging to the Publishers specified in Clauses 27 and 31             above.

34.   General

      34.1. Waiver

            Failure or neglect by either party to enforce at any time any of the             provisions hereof shall not be construed nor shall be deemed to be a             waiver of that party's rights hereunder nor in any way affect the             validity of the whole or any part of this Agreement nor prejudice             that party's rights to take subsequent action.

      34.2. Entire Agreement

            This Agreement constitutes the entire agreement between the parties.             Each party confirms that it has not relied upon any representation             not recorded in this document or in its Schedules inducing it to             enter this Agreement. No variation of these terms and conditions             will be valid unless confirmed in writing by authorized signatories             of both parties.

                                       23

      34.3. Assignment

            HealthGate shall not transfer or assign the whole or any part of             this Agreement without the prior written consent of the Publishers.

      34.4. Headings

            he headings of the terms and conditions herein contained are             inserted for convenience of reference only and are not intended to             be part of or to affect the meaning or interpretation of any of the             terms and conditions of this Agreement.

      34.5. Severability

            In the event that any of these terms, conditions or provisions shall             be determined by any competent authority to be invalid, unlawful or             unenforceable to any extent, such term, condition or provision shall             to that extent be severed from the remaining terms, conditions and             provisions which shall continue to be valid to the fullest extent             permitted by law.

      34.6. Notices

            Any notice to be given by either party to the other may be sent by





            registered post or airmail to the address to the other party as             appearing herein and if so sent shall be deemed to be served 4 days             following the date of posting, or may be sent by courier and if so             shall be deemed to be received when actually received.

      34.7. Injunctive Relief

            All claims within the scope of this Agreement that any party may             have against the other for monetary damages must, subject to Clause             29 (Source Code and Escrow), be pursued through the procedures             established in this Agreement. However, nothing in this Clause 34.7             will prevent any party from immediately seeking injunctive or other             equitable relief from any court having competent jurisdiction.

                                       24

      34.8. Law

            The parties hereby agree that this Agreement shall be construed in             accordance with English law. Any and all disputes between the             parties arising under or in connection with this Agreement which             cannot be resolved amicably by the parties, shall be resolved in the             courts located in London, England, except with respect to any action             brought by the Publishers against HealthGate, in which case             jurisdiction and venue shall be in Boston Massachusetts.

                                       25

Signing Provisions

SIGNED for and on behalf of the Publishers by:

/s/ Jonathan Conibear                                  /s/ Joachim Malling

in the presence of:

/s/ [ILLEGIBLE]                                        /s/ [ILLEGIBLE]

Date: 20.3.98                                          30.4.98

SIGNED for and on behalf of HealthGate by:

By: /s/ William S. Reece     -----------------------------------         William S. Reece

in the presence of:

/s/ Maria Pace

Date:

4.7.98

Schedules

1     Specification 2     Use Fees 3     Project Managers 4     Escrow

                                       26

                                   SCHEDULE 1

HealthGate Data Corp                              [ILLEGIBLE]

Blackwell/Munksgaard Journal Publishing

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

User Scenarios

Chapter 1





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

Blackwell/Munksgaard Journal Publishing

User Scenarios

- -------------------------------------------------------------------------------- Overview - --------------------------------------------------------------------------------

This document contains outlines, or scenarios, of how users will access the Blackwell/Munksgaard Journal Publishing system that HealthGate is currently developing.

The goal of this project is to provide the high standards of Blackwell/Munksgaard publications and services to existing readers online, as well as develop an audience of new Internet users. Since the focus of this project is to expand readership and usage, the design of this project will be driven by user needs and interests.

The following scenarios illustrate how to optimally meet the needs and offer the widest selection of services to Blackwell/Munksgaard users through a series of chronological steps and options. A user is defined as any party (including individuals or other systems) that will interface with the Blackwell/Munksgaard Journal Publishing system.

- -------------------------------------------------------------------------------- List of Scenarios - --------------------------------------------------------------------------------

      Below is a list of the scenarios. The list will be ordered to contain the       building block scenarios first, followed by the more complex scenarios.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD PUBLISHING SYSTEM                                         1

Overview                                                       1

List of Scenarios                                              1

Registration                                                   3

      General Registration                                     3

      Credit Card Subscription Registration                    4

      Society Member / Institutional       Subscriber Self Registration                             4

      Purchase Order or Deposit Account       for Institutional Subscribers                            5

      Transaction Registration / Single       Document Purchase by non registered       user                                                     6

Purchases                                                      7

      Single Document Purchase       Registered User with CC Information                      7

      Single Document Purchase       Registered User without CC       Information                                              7

      Single Document Purchase       Registered User using Purchase       Order                                                    8

      Additional Subscription Purchase                         8

Linking                                                        9

      Bibliographic Linking within an Article                  9

      Related Information Links                               10

Delivery Options Other than HTML                              10

      Downloading PDF                                         10

      Fax Delivery                                            11

Subscriber Features                                           11

      User Access to their Custom Page                        11

Journal Features                                              12

      Journal Page                                            12

      Issue Listings                                          13

      Table of Contents                                       13





      Abstract                                                13

      Full Text                                               14

      Email version of Table of Contents                      14

      Text Email ...........................................  14

      HTML Email ...........................................  15

Searching                                                     15

      Quick Search                                            15

      Searching Full Text                                     15

      Finding an Article Cited Elsewhere                      16

Customer Help                                                 16

      Forgotten Password                                      16

      Forgotten User Name and Password                        17

      Changing Password                                       17

      Changing Email Address                                  17

      Changing Credit Card Number                             18

      Changing Other Information                              18

Content Management                                            18

      Journal Setup                                           18

      Set Journal Price                                       18

      Set Document Price                                      19

      Template Submission                                     19

Content Publishing                                            19

      Issue Loading                                           19

      Issue Review                                            20

      Issue Release                                           20

Third Party Access                                            20

      General                                                 20

      Abstracts Only (Headers)                                21

      Abstracts and PDF (Headers and PDF)                     21

      Full Text Blackwell/Munksgaard DTD                      21

      Full Text in Ovid's DTD                                 21

      Delivery Options for Third Parties                      21

Reporting                                                     21

      User                                                    21

      Content                                                 22

Integration                                                   22

      HeathMill or Other Subscription       Systems to HealthGate Connection                        22

      HealthGate to HeathMill or Other       Subscription Systems                                    23

      Integration to JPMS                                     23

      Integration with Blackwell/Munksgaard       Web Site(s)                                             24

Future Items                                                  24

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD PUBLISHING SYSTEM                                         2

Chapter 2

      User Scenarios

      This chapter contains the Blackwell/Munksgaard Journal Publishing system       user scenarios.





- -------------------------------------------------------------------------------- Registration - --------------------------------------------------------------------------------

General Registration

      Users who access Blackwell/Munksgaard publications will fall into one of       three categories:

      a)    Non-registered users who are browsing Blackwell/Munksgaard content.             These users will have limited access to some free content, but will             not be able to access other areas or purchase products.

      b)    Registered users who have provided name, email and postal mailing             address, but have not provided credit card data. Users in this             category include those who have visited the site before and have             been assigned a user name and password, as well as Society members             who have previously registered.

      c)    Purchasing users who have registered, and provided credit card             information. These users may have bought subscriptions to             Blackwell/Munksgaard journals or other publications in the past.

      For any but the most casual browser, general registration is encouraged,       and outlined below.

      1.    Registration procedure: If a non-registered user would like to             access certain areas or services, there will be a link provided to             the registration area.

            Once the user has entered the registration area, s/he will be asked             to provide full name, email address, and postal address. After this             information has been entered, the user will be provided with a             dialog box to enter a self-selected user name and password.

      2.    Creating user name: The user name is checked for uniqueness against             all user names, then added to the database. If the name has already             been registered, the user will be provided with three suggested             names, or the option to create another user name of their own             choice.

      3.    Confirmation of registration: Once a unique user name and password             have been assigned, the user may choose to continue the purchase             process by linking to pages that will enable him/her to enter credit             card information (see Credit Card Subscription Registration             below). If no purchase is desired at this time, the user will end             the registration process at this point S/he will see a page that             confirms their registration. Shortly afterwards, the user will also             receive an email acknowledging their registration, and providing             instructions on what to do if they forget their user name and             password. This will also serve to ensure that the user's email             address as entered in the registration form is correct.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD PUBLISHING SYSTEM                                         3

USER SCENARIOS                                                      REGISTRATION - --------------------------------------------------------------------------------

Credit Card Subscription Registration

      Users will now be able to order subscriptions to Blackwell/Munksgaard       journals and publications online via a simple registration and secure       payment process. In this scenario, the user chooses to pay with a credit       card.

      1.    Registration: When the user enters the registration area, s/he will             be asked to provide their user name and password. (See General             Registration above).

      2.    Tracking marketing efforts: A feature to track the efficacy of             marketing campaigns may also be incorporated. In addition to             entering the above subscriber information, the user will also be             asked to provide information pertaining to offer codes, or other             identifying characteristics of marketing offers.

      3.    Separating society memberships: Users are asked if they are a member             of a society participating in the online journals. If they select a             society, their registration information will be checked with an             updated automated listing of existing society members. Since a             society member is entitled to pre-defined journal subscriptions             under a separate agreement, this is done to ensure that a society             member is not charged. If the registering user is determined to be a             society member, follow the Society Member Registration scenario             instead.

      4.    Selecting a subscription plan: After entering the registration             information, the user will be prompted to select a subscription             plan.

      5.    Charging subscriptions: Once the subscription plan has been             selected, the user will then be shown a page that provides a secure             connection for credit card information. The user will be asked to





            give the credit card number, type (VISA, MasterCard, AMEX,             Discover), and expiration date.

      6.    Transaction receipt: The credit card is then validated and the user             is shown the cost that has been charged to the credit card. A             receipt is displayed on the screen, as well as emailed to the user.

      7.    Thanks/Email notification of future publications: After the             registration process is completed, the user will see a page thanking             them for their subscription order. As an added feature, new users             will be offered the option of having the table of contents of each             new issue emailed to them upon publication.

      8.    Next destination: When the above information is provided, the user             will then be given access to the cover page of the journal that has             just been ordered.

Society Member / Institutional Subscriber Self Registration

      If a user is determined to be a Society member or a paid subscriber not       know to the system (pre-subscribed by Blackwell/Munksgaard), the following       scenario applies:

      1.    Access from marketing efforts: Society membership benefits include             subscriptions to pre-defined print journals. In accordance with             marketing efforts, inserts promoting online journal registration and             the URL for the Blackwell/Munksgaard site will be provided in these             journals. Members may also find out about online service via other             marketing efforts, such as newsletters, leaflets, direct mail or             other web sites.

      2.    Registration info: Once the user accesses the site, he/she will be             provided with a form asking for basic registration information (see             Credit Card Subscription Registration, steps 1-7).

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                        4

USER SCENARIOS                                                      REGISTRATION - --------------------------------------------------------------------------------

      3.    Membership options: If the name has been matched and verified online             as a Society member, the user is presented with a listing of             publications and journals, etc. which they may access with existing             membership privileges.

            If the user is not verified as a current Society member, the user             will be asked to provide standard registration information (see             Credit Card Subscription Registration).

            In addition to the publication listings, users will be given one of             three options as defined by the publisher to receive these             subscriptions:

            a. Exclusive online access

            b. Print subscription and optional online access

            c. Full access via both print subscription and online

      4.    Content for purchase: Once users have selected their subscription             method, they will be shown additional content available for             purchase.

      5.    Creating identity code for user: When content for purchase has been             selected by the user, s/he will see a form that enables them to             create a user name and password. Once the information has been             entered, another dialog box will prompt them to confirm the             password.

      6.    Assuring uniqueness of code: The user name is checked for uniqueness             against all user names, and added to the list. If the user name has             already been registered, they will be provided with three suggested             names, or the option to create another user name of their own             choice.

      7.    Purchasing additional content: If the user chooses to purchase any             of the additional content, the purchase will be charged to the             credit card information previously provided. The credit card is             validated and charged. If the credit card is declined, the user is             prompted to try again.

      8.    Transaction receipt: Once the credit card has been validated, the             page shows the cost that has been charged to the credit card.             Receipt is presented on the screen, as well as emailed to the user.

      9.    Final step of purchasing process: As the final step in the             purchasing process, the user will see a page that thanks them for             their order, and shows a listing of all content purchased in the             last transaction.

            After purchasing process has been completed, the user will then be             given access to their selected content. A confirmation email will be             sent welcoming the user to our service.





Purchase Order or Deposit Account for Institutional Subscribers

      For those institutions that wish to order subscriptions to       Blackwell/Munksgaard journals, publications, and single full-text articles       on a consistent basis, an open purchase order or deposit account may be       established. The following scenario outlines how a customer would have       access via this method.

      1.    Initial set-up: The customer will make the initial contact to             Blackwell/Munksgaard to set up the account. Open purchase orders and             deposit accounts may be established through either             Blackwell/Munksgaard or HealthGate.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                        5

USER SCENARIOS                                                      REGISTRATION - --------------------------------------------------------------------------------

      2.    Access code: After the account has been established, users will then             be given a special access code to access the Site. When registering             the user will be able to use the access code instead of providing us             with credit card information (Access to publications via IP address             verification is an option for institutional accounts).

      3.    Registration: When the user completes registration the same way as a             normal customer, except that they enter the access code rather than             provide billing information. Any charges or purchases will be             applied to their account.

      4.    Account expiration: If the account expires, or reaches the monetary             cap assigned, the user will be shown a page that prompts them to             contact Blackwell/Munksgaard to renew the account. This page will             also provide the option to continue and have purchases applied to a             credit card. A report will be available warning Blackwell/Munksgaard             of accounts that are close to expiring.

Transaction Registration /Single Document Purchase by non registered user

      This scenario outlines the way in which a user would be able to purchase a       single article (document) while browsing the abstract of the article.

      1.    Promoting full text articles: Abstracts are available to all users             free of charge; registration is not required. However, if the user             would like to buy the full text of any given article, pricing             information for the article will be listed at the end of the             abstract, with a link to purchase the article.

      2.    Purchasing full text -- registered users: After selecting the link             to purchase the article, the user is given the option to log in,             using the previously assigned registration user name and password.             After logging in, a page showing full text articles and journal             subscriptions for purchase will be provided. The user will make             his/her selections, and the credit card information page will             appear. (Go to step #5)

      3.    Purchasing full text -- new users: If the user has never registered             before, they will be asked to register.

      4.    Registration: When the user enters the registration area, s/he will             be asked to provide basic identifying information (See General             Registration above).

      5.    Credit card info: The user will then be shown a page that provides a             secure connection for credit card information. The user will be             asked to give the credit card number, type (VISA, MasterCard, AMEX,             Discover), and expiration date.

      6.    Credit card validation: The credit card is validated, and the user             is given confirmation that they are about to be charged for the             requested full text article(s) and/or journal subscription(s).

      7.    Fax delivery/other purchase options: An option to have the article             faxed to them for an additional fee (to be determined) is also             offered.

      8.    Transaction confirmation: Once the user has completed the above             steps, a receipt listing all purchases is shown on the page; a copy             will also be emailed to them.

      9.    Transaction cancellation: If the user cancels the transaction, then             they are returned to the abstract of the article.

      10.   Content access: After the user confirms the charge, s/he is given             access to the content for a specified period of time (hours/days to             be determined.)

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                        6

USER SCENARIOS                                                         PURCHASES - --------------------------------------------------------------------------------





            Articles are provided to the user in both PDF and HTML format

- -------------------------------------------------------------------------------- Purchases - --------------------------------------------------------------------------------

      The scenarios below outline single document purchases. There also will be       a facility to purchase multiple documents in a shopping basked like       manner.

Single Document Purchase Registered User with CC Information

      In this scenario, a registered user requests a document to which they do       not currently have access. For example, they may be viewing an abstract       from a journal that is not part of their subscription, or they may be       referencing a new document (full text) In this scenario we assume that the       user has a credit card on file or an open purchase order (PO).

      1.    Registration update: At the end of an abstract, a link is provided             which enables the user to purchase a related document or product             (i.e., full text article, journal subscription, book, etc.) The link             brings the user to a page that offers purchase options, lists the             price of the full text article and allows registered users to enter             their user name and password. Non-registered users would have to             register in order to enter credit card information.

      2.    Login: Registered users will log on, confirming registration. Then             they will be shown a price confirmation and delivery options.

      3.    Optional fax delivery: If the requested document is an article, the             user will be offered an option to have the article faxed for an             additional fee (to be determined).

      4.    Transaction confirmation: Once the user has completed the above             steps, a receipt listing all purchases is shown on the page; a copy             will also be emailed to them.

      5.    Transaction cancellation: If the user cancels the transaction, they             are returned to the abstract of the article.

      6.    Content access: After the user confirms the charge, s/he is given             access to the content for a specified period of time (hours/days to             be determined.)

            Articles are provided to the user in both HTML and PDF formats.

Single Document Purchase Registered User without CC Information

      In this scenario, a registered user requests to see a document to which       they do not currently have access. For example, they may be viewing an       abstract from a new journal and decide they would like to subscribe. In       this scenario, we assume that the user does not have a credit card on file       or an open PO.

      1.    Registration update: At the end of an abstract, a link is provided             which enables the user to purchase a related document or product             (i.e., full text article, journal subscription, book, etc.) The link             brings the user to a page that offers purchase options, and lists             the price of the full text article. The user will be asked to a)             register, or b) login.

      2.    Login. Registered users will login.

      3.    Credit card info: Then if they do not have credit card information             on file or if their credit card has expired, they will be shown a             page which provides a secure connection for credit card information.             The user will be asked to give the credit card number, type (VISA,             MasterCard, AMEX, Discover), and expiration date.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                        7

USER SCENARIOS                                                         PURCHASES - --------------------------------------------------------------------------------

      4.    Credit card validation: The credit card is validated, and the user             is given confirmation that they are about to be charged for the             requested full text article(s) journal subscription(s), etc. (Any             relevant discounts will be shown on screen at this time.)

      5.    Optional fax delivery: If the requested document is an article, the             user will be offered an option to have the article faxed for an             additional fee (to be determined).

      6.    Transaction confirmation: Once the user has completed the above             steps, a receipt listing all purchases is shown on the page; a copy             will also be emailed to them.

      7.    Transaction cancellation: If the user cancels the transaction, they             are returned to the abstract of the article.

      8.    Content access: After the user confirms the charge, he/she is given             access to the content for a specified period of time (hours/days to





            be determined).

            Articles are provided to the user in both HTML and PDF formats.

Single Document Purchase Registered User using Purchase Order

      In this scenario, a registered user requests a document to which they do       not currently have access and choose to pay via an existing purchase order       which they have set up with Blackwell/Munksgaard. If they do not have a       purchase order, they will be asked to contact Blackwell/Munksgaard.

      1.    Registration update: At the end of an abstract, a link is provided             which enables the user to purchase a related document or product             (i.e., full text article, journal subscription, book, etc.) The link             brings the user to a page that offers purchase options, and lists             the price of the full text article. The user will be asked to a)             register, or b) login.

      2.    Login. Registered users will login with an account that has been             tagged for all charges to be applied to an existing purchase order.

      3.    Purchase Order validation: The purchase order is validated to assure             that this charge will not go over the total amount on the purchase             order. The user is given confirmation that they are about to be             charged for the requested full text article(s). (Any relevant             discounts will be shown on screen at this time.)

      4.    Optional fax delivery: If the requested document is an article, the             user will be offered an option to have the article faxed for an             additional fee (to be determined).

      5.    Transaction confirmation: Once the user has completed the above             steps, a receipt listing all purchases is shown on the page; a copy             will also be emailed to them.

      6.    Transaction cancellation: If the user cancels the transaction, they             are returned to the abstract of the article.

      7.    Content access: After the user confirms the charge, he/she is given             access to the content for a specified period of time (hours/days to             be determined.)

            Articles are provided to the user in both HTML and PDF formats.

Additional Subscription Purchase

      Online users will be provided with several opportunities throughout the       site to subscribe to other journals; these purchase options will be       inserted in areas that contextually will promote the likelihood of a sale.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                        8

USER SCENARIOS                                                           LINKING - --------------------------------------------------------------------------------

      The following scenario provides an example of how the need for additional       full text articles and/or a journal subscription results in a sale.

      1.    Point of entry: A user reads an article in a journal to which they             subscribe. Searching for more information in this subject area, the             user clicks on the link to related articles.

      2.    Exposure to new journal: After viewing the list of related articles,             the user notes that the articles of the most interest are all in a             journal to which s/he does not currently subscribe. At this point             the user has a choice: s/he may either purchase the full text of             some or all the articles, or consider a subscription to the journal             itself, which will provide unlimited access to these and other             articles year-round. The user decides to find out more information             about the journal.

      3.    Journal description: All journal titles will be linked. When the             user clicks on a journal link, he/she will see a page that provides             a brief description of the journal, the frequency of publication,             and pricing information.

      4.    Purchasing procedure: The user decides to purchase the journal.             Since this user has already subscribed to at least one other             journal, his/her identification and credit card data are already             stored in the system.

            The user is given the option of charging the subscription to the             existing account, or entering new credit card information. (See             Credit Card Subscription Registration above).

      5.    Confirmation of purchase: Once the user has indicated which credit             card is to be charged, the purchase is charged and validated. The             user will then be shown a page that provides a receipt for the             journal subscription purchase. Confirmation of the purchase will             also be sent to the user via email.

      6.    Other tie-ins to purchase: After confirmation, the user may link to             his/her own custom page to find that the new subscription has been





            documented, and the custom page updated.

      7.    Next destination: At the end of the transaction, the user will be             shown the selected volume of the journal.

- -------------------------------------------------------------------------------- Linking - --------------------------------------------------------------------------------

Bibliographic Linking within an Article

      This scenario illustrates how a user would link to and from bibliographic       information contained within an article.

      1.    Reference links: Reference citations within all articles will be             linked to bibliographic references (or endnotes.) When the user             clicks on the citation in the article, a page showing the complete             listing of references for that article will be displayed.

      2.    Database links: When the user clicks on the MEDLINE link, s/he will             be shown the corresponding MEDLINE abstract for the cited article,             if the journal is indexed for inclusion in MEDLINE. (Similar             functionality will exist with ISI Web of Science).

      3.    Full text/Journal subscription purchase option: If full text is             available for the cited reference, it will be offered for purchase             at this point; journal subscription purchase may be offered as well.             Abstracts will also be available from the references. These purchase             options will be displayed along with pricing information. If the             user is not a subscriber to the cited journal, and chooses to             purchase the article, or subscribe to the journal, new pages

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                        9

USER SCENARIOS                                  DELIVERY OPTIONS OTHER THAN HTML - --------------------------------------------------------------------------------

            leading them through the purchase process will automatically be             shown. (See Single Document Purchase and Additional Subscription             Purchase above.)

      4.    Subscription tracking: If the user is already a subscriber to the             journal that contains the selected article, the user will be             informed that they may access the article free.

      5.    Other reference options: All articles will also contain a side bar             which lists (and links to) other full text articles available within             the Blackwell/Munksgaard collection that references this article             (forward bibliographic references).

      6.    In Press Bibliographic Links: Links will not exist to bibliographic             references that are still in press. However, the system will check             regularly to link them once the article has been published.

      7.    Exit from abstract: The user will also be able to return to the             previous article from the abstract.

Related Information Links

      When viewing an article, the user will be provided with a side bar that       outlines several related links pertaining to the article they are       currently reading. In this scenario, we highlight some of the different       types of links that may be offered.

      1.    Author listing: The names of all authors of the current article will             be provided as links. When the user clicks on the link of a selected             author, s/he will be presented with a listing of other articles             written by that author. These titles will be linked to the             corresponding abstract and/or full text. If available, full text             purchase and/or PDF versions of the selected article will be             offered.

      2.    Related articles by subject: A listing of related linked subject             areas will also be provided. When the user clicks on these areas,             s/he will receive a listing of related articles searched by MeSH             headings and keywords.

      3.    Related published information: Users interested in reading other             published information related to the chosen article will find that             the side bar provides them with links to:

            a. Correspondence (letters, editorials, etc) pertaining to that             article

            b. Errata (article addenda, corrections, etc.) pertaining to that             article

      4.    Services: The user will also be able to take advantage of certain             services. One service will be the ability to email the URL of a             chosen article to a colleague. When the user chooses this option,             s/he will be presented with a page to enter an email address, and a             send button.





- -------------------------------------------------------------------------------- Delivery Options Other than HTML - --------------------------------------------------------------------------------

Downloading PDF

      For those full text articles available in PDF format, the user will be       given the option of PDF downloading.

      1.    Linked PDF option: On the article page, a link offering the PDF             option will be found. The users will have the option to download the             PDF file or have it emailed to them. If the user choose to download             the document they will be prompted to save it.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       10

USER SCENARIOS                                               SUBSCRIBER FEATURES - --------------------------------------------------------------------------------

      2.    Adobe instructions for downloading: If the user does not have             Acrobat installed, the download page will explain the need to             install the Acrobat plug-in. A link to Adobe for detailed             instructions on how to install the plug-in will be provided.

            If the user does not wish to download Acrobat at that time, the user             will be prompted to download to their hard drive. They may open the             PDF document after Acrobat has been downloaded at their convenience.

Fax Delivery

            Users who want the benefits of how an article appears in PDF, but             who do not wish to download the article in this format, can request             fax delivery of the article for an additional charge.

      1.    After confirming that the user wishes to purchase an article (or in             the case of subscriptions, displaying the record on screen), the             user selects the method of displaying the article: HTML, PDF, or             Receive via Fax. Because this is a premium option, the user will             be asked to confirm the additional fees for fax delivery.

      2.    The user then supplies their fax number.

      3.    To keep costs low, the article is relayed to a commercial fax             service, such as FaxNet, which sends the information via Web-based             fax to the user.

- -------------------------------------------------------------------------------- Subscriber Features - --------------------------------------------------------------------------------

User Access to their Custom Page

      Another free feature offered to Blackwell/Munksgaard subscribers is a       custom-designed page which will provide them with information tailored to       their unique areas of interest, as well as accounting of their       subscription plans and other services. The following are highlights of       features that may be offered to subscribers.

      1.    Initial log-in: The user accesses the Blackwell/Munksgaard Journals             home page. From this page there is a login link that requires the             user to enter their user name and password (if they are unable to             remember their user name and password, they may enter their email             address, which will then provide them with the correct login             information via return email). Once the correct information has been             entered, subscribers are brought to their custom page.

      2.    Custom Page features: The custom page will provide the user with:

            a. Subscription information: All subscription information pertaining             to the user's account will be provided, including: names of journal             subscriptions (listed and linked), pricing of each subscription, and             the duration of subscription.

            b. Updates on new content: Each subscriber will be provided with             updates on new content that correlates to their specified area(s) of             interest. This includes new journal articles, correspondence, news,             etc.

            c. Customer Service: Users can choose to change their password,             subscriptions, credit card information, etc. by accessing the             customer service area at any time. Users may also email questions             regarding their subscription in this customer service area.

            d. Searching: The user will have a variety of methods to track and             save searches from the custom page, including:

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       11

USER SCENARIOS                                                  JOURNAL FEATURES - --------------------------------------------------------------------------------





                  i) Entering searches from various journal sets (e.g., searches                   of just Blackwell/Munksgaard journals, or all journals in a                   related subject area.)

                  ii) Saved searches: The user will have the ability to view the                   last five documents reviewed or the last five subject area                   searches conducted.

                  iii) Collaborative filtering: In the future once an article                   has been read, a user may choose to review which related                   articles have been read by other users. A listing of the most                   frequently accessed articles in the topic will be provided.

                  (For a more detailed description of the searching                   capabilities, see the Searching category below.)

            e. Promotions and advertising: The user will be notified in the             Custom Page of any promotions that may be of interest (i.e.,             discount rates, product offers, society notices, etc.) In addition,             users will be able to view advertising pertaining to their interests             on this page.

            f. Interactive communication: This area will contain features that             allow users to communicate via email with Blackwell/Munksgaard. This             may be used, for example, to post notices of errata for articles. A             mechanism for acknowledging these notices will also be provided.

- -------------------------------------------------------------------------------- Journal Features - --------------------------------------------------------------------------------

      The following scenarios pertain to organization of the journals and their       various components on the Blackwell/Munksgaard site.

Journal Page

      Users will be able to access information pertaining to subscriptions and       other publisher information directly from the journal pages, which will be       customized for each specific journal. We recommend that these pages follow       a standardized format, including links to the following (where       applicable):

      a)    Publisher's home page: A link will bring the user to the home page             of the appropriate publisher of the journal, either             Blackwell/Munksgaard Science Ltd., Blackwell/Munksgaard Science             Inc., or Munksgaard.

      b)    Society's home page: If the journal is published for a society,             users will be able to directly link to the society's home page

      c)    Journal information: Information regarding publication cycles and             other publication information will be provided via this link.

      d)    Journal subscriptions: If a user wishes to find detailed information             about subscribing to journals, this link will bring them to a page             which will provide pricing information, etc.

      e)    Journal listing by publisher: This link will provide the user with a             complete listing of journals, categorized by publisher

      f)    Listing of available back issues: For users wishing to search             previous journal issues, this link will show a listing of back             issues available

      g)    Current table of contents: Users will be able to quickly access the             most current table of contents from this link

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       12

USER SCENARIOS                                                  JOURNAL FEATURES - --------------------------------------------------------------------------------

      h)    Submission information: Prospective authors will find author's             guidelines and other submission information at this link

      i)    Letter to the editor via email: Users who wish to contribute             opinions to the journal editor will be able to link to a pop-up             email window, and send correspondence via email. This is optional.

      j)    Email to support: This link will provide users with the opportunity             to ask questions or request information from support staff via email

      k)    Copyright statements: All pertinent copyright information and legal             disclaimers will be provided via this link

Issue Listings

      Issues will be displayed in the following manner:

      a)    Organization of journals: Journals will be organized by volume,             beginning with the most recent publication, and then catalogued in             descending chronological order, grouped by year.





      b)    Supplements: Any supplemental issues will be grouped with the             appropriate volume.

      c)    Listing by topic or theme: Each journal listing will also indicate             relevant topics or themes and page ranges where applicable.

      d)    Accessibility: Users will be able to access these journal volumes             from both their custom pages, as well as journal cover pages.

Table of Contents

      Tables of Contents will be displayed in the following format:

      a)    The table of contents list the articles published in the issue by             page number

      b)    Each article listed contains the title (or title abbreviation for             longer titles), primary author(s) as well as page numbers.

      c)    From the article listing there will be links to the abstract, full             text, PDF versions of the article and supplemental information.

      d)    Prices of the full text and PDF versions may also be listed.

Abstract

      All Blackwell/Munksgaard journal abstracts will be displayed in the       following format:

      a)    Title

      b)    Source

      c)    Author

      d)    Abstract

      e)    Address

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       13

USER SCENARIOS                                                  JOURNAL FEATURES - --------------------------------------------------------------------------------

      f)    Keywords

      g)    Article Type (Case report, review, rapid publication, original             article).

      h)    If applicable, both the MEDLINE Unique Identifier and MeSH terms             will be available

Full Text

      As users read full text documents, they will be able to access the       following feature enhancements:

      a)    Linked references: References cited within the body of the article             will be linked to the bibliographic references (endnotes) for that             article. A link from the bibliographic reference to the abstract             (pulled from secondary databases, reference databases), if             available, is provided. If the corresponding article is available             online in the Blackwell/Munksgaard collection, a link to the             full-text with option to purchase will be provided.

      b)    Publication listing by author: All primary authors of the article             will be listed. The name of each author will be linked so that if             the user selects the author's name, a listing will be provided of             other available articles written this author. Again, these articles             in turn will be linked to their corresponding abstracts. If the             corresponding article is available online in the             Blackwell/Munksgaard collection, a link to the full-text with option             to purchase will be provided.

      c)    Link by keywords: The user will be provided with an option to search             for other related articles by keyword.

      d)    Email option: If a user would like to send a link to the abstract to             a colleague, an email window will be available. The user only needs             to type in the destination email address, and an automatic message             providing the article title and corresponding URL of the abstract             will be sent.

      e)    Supplemental Information: Links to supplemental information related             to the article will be presented if the information is available.

Email version of Table of Contents

      A valuable reminder of newly released publications is the table of       contents email option. If users choose this feature (usually done during       subscription registration and payment), they will be sent the new table of       contents for each journal to which they have subscribed. This feature will       be available to both subscribers as well as non-subscribing users.





      This scenario shows what a user can do after receiving an emailed version       of the table of contents. The scenario has two parts: one for text-based       email, the other for HTML enabled email.

Text Email

      1.    Receipt of email announcement: User receives an email message and             opens it in their email reader.

      2.    Table of contents listing: The message contains the table of             contents of the newly published issue of the journal.

      3.    URL linking: The email contains the URL for the Blackwell/Munksgaard             site. This link will be live in most email readers, and will bring             the user directly to the online version of the table of contents.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       14

USER SCENARIOS                                                         SEARCHING - --------------------------------------------------------------------------------

      4.    Article linking: Once the user accesses the table of contents, s/he             will find that all titles are linked to abstracts and the online             full text article.

HTML Email

      1.    Receipt of email announcement: The user receives an HTML based email             message, and opens it in their HTML enabled mail reader (e.g.,             Outlook Express, Outlook 98, Netscape 3.x and higher).

      2.    Table of contents: The message contains the complete table of             contents, and may be viewed exactly as it would look on the web             site.

      3.    URL linking: The email contains the URL for the Blackwell/Munksgaard             site. This link will be clickable in most email readers, and will             bring the user directly to the online version of the table of             contents.

      4.    Article linking: Once the user accesses the table of contents, s/he             will find that all titles are linked to abstracts and the online             full text article.

- -------------------------------------------------------------------------------- Searching - --------------------------------------------------------------------------------

      The capacity to search using a variety of keywords and subject headings is       of critical importance to users, and is an especially important feature of       the Blackwell/Munksgaard site.

      Users will have the ability to select which set of journals to search.       Some example sets are: All Full Text Journals, All Subscribed Journals,       and Journals by particular Publisher. Searches that return a single       document will forward the user to the abstract or full text if they have       access to the full text.

      The following scenarios outline several ways in which a subscriber may       search for content. In addition to offering different types of searching       mechanisms (i.e., quick searches through advanced searches), users will       also be able to access the searching capability from various areas of the       site. The following scenarios outline some of the search possibilities.

Quick Search

      A Quick Search enables the user to search on a topic (e.g., insulin       pumps) and obtain a listing of areas where this topic is cited.

      1.    From custom page: From the custom page, users would enter a keyword             or phrase in the quick search box. The user would select the All             Subscribed journal set, and then submit the query.

      2.    Results: The search returns a listing of all articles; each linked             to the full text, PDF, and the abstract where available.

      3.    Save Query: On the results page, the user would have the option of             saving the query. This adds the query to the user's customized page.

Searching Full Text

      Another option is to search the entire full text of a document for       specific terms. The following is a sample of how this search could be       conducted from the user's custom page.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       15

USER SCENARIOS                                                     CUSTOMER HELP - --------------------------------------------------------------------------------





      1.    Advanced search option: The user selects the advanced search option             from the search box.

      2.    Document choice: The user decides to view only abstracts; s/he             selects this choice from the pull down list of available fields to             search.

      3.    Subject choice: The user chooses the keyword or phrase they wish to             search, (e.g., lispro or Humalog), and enters it into the advanced             search form. This criterion is then added to the query.

      4.    Journal choice: The user then selects the journal set to search, and             selects the All Full Text Journals option. The query is then             submitted.

      5.    Results: The results contain a listing of all full text articles             available that match the user's search criteria. Included in this             list is the price of each full text document that references these             keywords, with the option to download. In addition, the entries that             the user has subscription access to would be noted. Results can be             ordered by relevancy, date, author and journal title.

            The user has the ability to save the query.

Finding an Article Cited Elsewhere

      This scenario provides the user with HealthGate's Citation Finder       Technology. It allows a subscriber the ability to quickly locate the       abstract (and the full text if available) from a bibliographic reference.

      1.    Access from custom page: From the registered subscriber's customized             page, s/he selects the Citation Finder option. The Citation Finder             page is pre-loaded and has a field for entry of the citation. The             user can either input the citation information or copy and paste             it into the appropriate fields. The Citation Finder does not require             information in all fields to execute a search successfully.

      2.    Search criteria: The user then selects the fields, or information,             which s/he wants to search. Examples of these fields include author,             journal name, year, volume, issue, article title, and all fields.             For this example, the user selects author, article title, and             journal name.

      3.    Results: The user submits the query. If an exact match is found, the             abstract will be provided. If not, the user is presented with a list             of matches from which to select.

- -------------------------------------------------------------------------------- Customer Help - --------------------------------------------------------------------------------

      Blackwell/Munksgaard will have administrative access to these features.       All access will be recorded to monitor any possible abuse.

Forgotten Password

      When a user forgets his/her password, the system provides a mechanism for       the user to look up and find their password without calling customer       service. This scenario shows how that is accomplished:

      1.    On the login page, a user who has forgotten their password selects             the link forgotten password.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       16

USER SCENARIOS                                                     CUSTOMER HELP - --------------------------------------------------------------------------------

      2.    The user is asked to complete a form where the required information             is user name, first name, and last name.

      3.    The system will search the user database to see if there is a match.             If there is a match, the system will send the user's password to the             email address on file. The system will then tell the user that their             password is being sent to them via email.

      4.    If there is not a match, the system will prompt them to try again or             allow them to search for user name and password.

Forgotten User Name and Password

      When a user forgets his/her password, the system provides a mechanism for       the user to look up and find their password without calling customer       service. This scenario shows how that is accomplished:

      1.    On the login page, a user who has forgotten their password selects             the link forgotten password.

      2.    If they do not remember their user name, the user is prompted to             enter their first name, last name, and email address.

      3.    The system will compare the information supplied by the user against             the user database and email both the user name and password to the





            address on file if there is a match.

      4.    If there is not a match, the user is instructed to either try again             or contact customer service.

Changing Password

      Users often want to change their password. The system gives them an easy       way to do so.

      1.    From the user's personal profile page, the user selects the link to             Modify Profile.

      2.    The Modify Profile page will allow them to go to a change password             form.

      3.    This form will ask the user to type their current password, then             enter a new password. To confirm, the user is asked to type their             new password again.

      4.    Upon correct entry (the old password matched the one on file and the             two new passwords matched), the password will be updated and the             user will be told that the change has been made.

      5.    If the entry is not correct then the user will be prompted to try             again.

Changing Email Address

      Users often want to change their email address. The system gives them an       easy way to do so.

      1.    This feature is available in several places, such as the Modify             Profile page and the regularly scheduled email messages sent by the             system to the user.

      2.    From the Modify Profile page, the user would select a link to change             their email address. From an email message, the user selects the             link embedded in the email. When accessing the appropriate page via             the email link, the user will be prompted for user name and             password.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       17

USER SCENARIOS                                                CONTENT MANAGEMENT - --------------------------------------------------------------------------------

      3.    A form will ask for the users new email address (actually allowing             them to edit their old email address).

      4.    Upon successful entry, the email address is checked for validity and             an email message is sent the address for confirmation.

Changing Credit Card Number

      Users often want to change their credit card information on file. The       system gives them an easy way to do so. This method of updating the credit       card is also used when the credit card on file has expired. Customers with       expired credit cards are forced to enter a new credit card when they are       about to incur additional charges.

      1.    This feature is available from the Modify Profile page.

      2.    The user is connected to the secure server and asked to enter the             new credit card information.

      3.    The credit card is validated with a credit card clearing house.

      4.    If validated, the user is given a confirmation page.

      5.    If the card is not validated, the user is asked to try again.

Changing Other Information

      Users are able to change other information off the Modify Profile page       by selecting the appropriate link. Examples of other information that may       be changed are postal address, purchasing new subscriptions, and change       the format in which they received emailed information (HTML verses text).

- -------------------------------------------------------------------------------- Content Management - --------------------------------------------------------------------------------

Journal Setup

      The procedure to setup new journals and their initial entry into the       system must be initiated by Blackwell/Munksgaard. It is possible to setup       a journal manually or electronically. The manual procedure for setting up       a new journal entry is as follows:

      1.    The authorized Blackwell/Munksgaard employee establishes a             connection to the Administration side of the site.





      2.    When prompted, the employee enters the appropriate user             name/password and establishes a secure connection.

      3.    The employee selects the option New Journal and enters all             applicable information, such as title, copyright statements,             submissions, subscription, etc.

      4.    The employee enters Society information, if applicable, including             name, links, and board members.

Set Journal Price

      It is possible to setup a journal price manually or electronically. After       setting up the basic journal information, pricing criteria may be entered:

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       18

USER SCENARIOS                                                CONTENT PUBLISHING - --------------------------------------------------------------------------------

      1.    The authorized Blackwell/Munksgaard employee accesses the             appropriate journal (the journal must be setup using the Journal             Setup before establishing the journal price) and selects the option             Journal Pricing.

      2.    The employee then assigns the price in multiple currencies, any and             all subscription plans, including rates for print companion,             electronic only, and Society membership.

      3.    The employee then assigns pricing for each of the selected             currencies.

Set Document Price

      1.    The default for all document pricing is established by             Blackwell/Munksgaard. The Blackwell/Munksgaard employee may override             the default and establish a special price for documents from a             specific journal title.

      2.    To override the default document price, the employee accesses the             appropriate journal (the journal must be setup using the Journal             Setup before establishing the document price) and selects the option             Document Pricing.

      3.    The employee then assigns the revised price in various currencies             for document delivery.

      4.    The price may be revised to the default at any time by accessing the             journal and selecting the option to Restore Default Price.

Template Submission

      Initially, templates will be hand loaded by HealthGate Data Corp. to       insure security and consistency.

      To accomplish this, an FTP location will be provided to allow templates to       be copied over and reviewed (and tested) prior to releasing them.

- -------------------------------------------------------------------------------- Content Publishing - --------------------------------------------------------------------------------

Issue Loading

      1.    Loading upon receipt: All content for a new issue is loaded upon             receipt in a single directory.

      2.    Identification: A form is completed which indicates appropriate             journal, issue, and volume. It is also possible to enter this             information electronically.

      3.    Back-up: Upon submission, the content is copied to the content             repository, before conversion. This allows it to be referenced in             the future.

      4.    Conversion: The content is then converted to our internal Extensible             Markup Language (XML) format.

      5.    Storage: The XML version is then stored in the content repository.

      6.    Parsing: The XML is then parsed to add more information, including             tags to link bibliographic information and related information.

      7.    Storage of parsed content: This parsed XML version is also stored in             the content repository.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       19

USER SCENARIOS                                                THIRD PARTY ACCESS - --------------------------------------------------------------------------------





      8.    Conversion to HTML: An Extensible Style Language (XSL) template is             used to convert the file to HTML.

      9.    HTML on staging: The HTML version is made available on the staging             server.

Issue Review

      1.    The issue is made available on the staging server

      2.    Email is sent to Blackwell/Munksgaard alerting the appropriate             personnel that the issue is available for review.

      3.    An employee wishing to review the issue would log on to the staging             server, and select the content they wish to review. This is limited             to authorized users only. Authorization is by group of journals.

      4.    The content is presented to them in the same way it is shown to an             end user. However, they also have access to a tool bar (in a frame).             The tool bar allows them to approve the content as well as adjust             some of the properties of the article.

      5.    They can change the price or approve the article for release.

Issue Release

      An issue will be released automatically on the assigned electronic       publication date if all the articles contained in the issue have been       edited and approved for release. Blackwell/Munksgaard will be alerted to       content that has not be reviewed after a predetermined amount of time.

      A Blackwell/Munksgaard employee would access the Journal Publishing       System, a secure area, and go to the System Control area.

      1.    A list of issues that are ready or awaiting publication would be             available. When an issue is selected, the listing of properties for             that issue will be presented.

      2.    The user would be able to adjust any of the properties.

      3.    To publish the issue, the user would set the publication date to the             following day.

- -------------------------------------------------------------------------------- Third Party Access - --------------------------------------------------------------------------------

General

      Creating an abstract-only export: To create an abstract-only export, a       Blackwell/Munksgaard employee will need to determine the list of journal       abstracts to be included for extract, the formatting of the extract, and a       user profile of which third parties will have access to the extract file.

      1.    Criteria: Once the above information has been determined, the             following information will need to be entered:

            a. Frequency of updating abstract information,

            b. Packaging method (tar, zip), push, pull or tape.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       20

USER SCENARIOS                                                         REPORTING - --------------------------------------------------------------------------------

      2.    Push extracts: For push extracts (extracts that are sent to someone             either via FTP or email), a user will have to enter the destination             email address, or the FTP server, directory, user name and password             to use.

      3.    Pull extracts: For pull extracts (extracts that require someone to             pull the content off the journal server), a user will have to enter             the user name and password that the third party will use to retrieve             the content.

      4.    Tape based abstracts: Tape based abstracts will be handled similar             to FTP pulls except that they would be loaded to tape and sent via             postal service.

Abstracts Only (Headers)

      Some customers want the abstracts only. This will allow bibliographic       database to receive the information in electronic form rather than having       to re-key the documents. Ideally, all databases would also receive       information pointing them to the full text version of the documents. The       directory structure will also be included with this abstract. It is       possible to create a different directory structure and will have to be       handled on an ad-hoc basis.

      This scenario will be completed upon the supply of the final version of       the Blackwell/Munksgaard DTD.





Abstracts and PDF (Headers and PDF)

      This type of export would use the same DTD as the abstracts only, but       would include a reference to the PDF file inside each header. This extract       would obviously also include the PDF files.

Full Text Blackwell/Munksgaard DTD

      This export will take the Blackwell/Munksgaard SGML files in full as well       as graphic files and PDF files.

Full Text in Ovid's DTD

      This export will convert the full text to Ovid's DTD and includes the       graphic files and PDF files.

Delivery Options for Third Parties

      Third parties will have the option to receive information via HTTP, FTP       (either sent to them or picked up), tape (4mm, 8mm, DLT) or CD-ROM.

- -------------------------------------------------------------------------------- Reporting - --------------------------------------------------------------------------------

      This section defines some of the reports available to       Blackwell/Munksgaard. It is expected that customization of reports will       continue to be refined over the duration of the project. This will allow       both HealthGate and Blackwell/Munksgaard to make necessary adjustments. As       a future direction HealthGate will provide direct access to the SQL       database (via ODBC or similar methods).

User

      Each time an authorized user logs on, information regarding their usage,       purchases and transactions will be tracked. From this data, reports may be       compiled to include the following:

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       21

USER SCENARIOS                                                       INTEGRATION - --------------------------------------------------------------------------------

      o     Last usage: This information indicates when the user last accessed             the system

      o     Number of subscriptions per user: Will list how many subscriptions             and the title of each journal subscription that the user has bought

      o     Number of documents delivered (excluding subscriptions): The number             of documents (such as full text articles, etc.) purchased by the             user will be reported

      o     Number of documents read within a subscription: This will provide a             feature unique to the online medium; for the first time, editors             will be able to track which articles were viewed with the most             interest by their readers within a subscription.

      o     Accounting of all charges: Reports will have the capacity to reflect             accounting of all accrued charges by subscribers, document delivery,             etc.

Content

      Each time an article is accessed by an authorized user, information       regarding usage, purchases and transactions will be tracked. These reports       could be grouped by abstract, article, issue, volume, journal and       publisher. From this data, reports may be compiled to include the       following:

      o     Number of documents read by subscribers: The number of times each             document (full-text article) from a specific issue is accessed by             subscribers

      o     Number of documents read by non-subscribers: The number of times             each document (full-text article) from a specific issue are             purchased by non-subscribers

      o     Advertisements shown per issue: The specific advertisement and             number of times displayed from each issue.

      o     Accounting of all charges: Reports will have the capacity to reflect             accounting of all accrued charges by subscribers, document delivery,             etc. associated with a specific issue

      o     Title and number of subscriptions: The number of subscriptions for             each journal

- -------------------------------------------------------------------------------- Integration - --------------------------------------------------------------------------------

HeathMill or Other Subscription Systems to HealthGate Connection





      On a regular basis, the following information will be transferred to the       publishing system. The information will be in a format to be determined.       Each user record can include the following information:

      o     User Information

            o     Update/Add/Delete Flag

            o     HeathMill Account Number

            o     Name (first, middle, surname)

            o     Address Information

            o     Email Address

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       22

USER SCENARIOS                                                       INTEGRATION - --------------------------------------------------------------------------------

      o     Contracts (Subscriptions)

            o     Account Number

            o     Group, Society, and type of membership

            o     Expiration Date

            o     Start Date

            o     Volume and Issue Start

            o     Volume and Issue End

      o     Journal List

            o     Short Code

            o     Subject Code

            o     ISSN Electronic Version

            o     ISSN Print

            o     Price Band

HealthGate to HeathMill or Other Subscription Systems

      HealthGate will send back to HealthMill the user and subscription       Information from above.

Integration to JPMS

      For integration to JPMS, the Publishing System will send messages each       time an issue completes the following stages:

            o     Received

            o     Loaded

            o     Staging

            o     Review Complete

            o     Live

      These messages will contain the following information:

            o     Message Code (Received, Loaded, Staging, Review, Live,                   Deleted)

            o     ISSN (both electronic and paper)

            o     Journal Short Code

            o     Volume

            o     Issue

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       23

USER SCENARIOS                                                      FUTURE ITEMS - --------------------------------------------------------------------------------

            o     Date

            o     Scheduled Publication Date

            o     Actual Publication Date (if known)





      In the event that an article is withdrawn, a message containing the       following will be sent:

            o     Message Code (Staging, Review, Live, Deleted)

            o     ISSN (both electronic and paper)

            o     Journal Short Code

            o     Volume

            o     Issue

            o     Article

            o     Page range

            o     Date

Integration with Blackwell/Munksgaard Web Site(s)

      The system will provide an interface to access table contents, abstracts       and full text articles programmatically. The interfaces will require the       following information:

            o     ISSN (either electronic or print) or Blackwell/Munksgaard                   Journal Code

            o     Volume

            o     Issue

            o     Page or Article Title (only for abstract and full text)

      The interface will be similar to the following:

      http://servername/abstract?issn=1234-123456&volume=2&issue=3&page=5

- -------------------------------------------------------------------------------- Future Items - --------------------------------------------------------------------------------

      This section contains a list of features, which HealthGate will deliver       outside of the deadlines agreed upon in the contract. Some of these items       may have additional charges due to licensing of software and content.

      In the future HealthGate will provide the following features:

      o     Electronic forums at the Journal Level.

      o     Links to pharmaceutics, company names, people, and software.

      o     Method of linking terms to encyclopedias.

      o     Delivery of equations in a format that Mathematica can use.

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       24

USER SCENARIOS                                                      FUTURE ITEMS - --------------------------------------------------------------------------------

      o     The system will provide the ability to check whether a user is             concurrently logged on from multiple locations to prevent fraudulent             use.

[INITIALS ILLEGIBLE]                                        [INITIALS ILLEGIBLE]       20.3.98                                                     30.4.98

- -------------------------------------------------------------------------------- BLACKWELL/MUNKSGAARD JOURNAL PUBLISHING                                       25

                                   SCHEDULE 2

Use Fees

HealthGate will charge for Downloads of the material, as follows:

Type of User               Fee per Download    Max. per User/Title/Year - ----------------------------------------------------------------------- Institution:               $0.10               $20.00 Individual:                $0.05               $10.00 Member:                    $0.01               $1.00

Download is defined as retrieval of a full-text article, there will be no charge for searching and browsing of tables of contents and abstracts. These usage charges will be billed on 1 January, 1 April, 1 July, 1 September and 31 December 1999, on payment terms of 60 days. 
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)?

Output: 10050


Input: Consider Input: Exhibit 1.2

ATHENS BANCSHARES CORPORATION  up to    Shares  (subject to increase up to    shares)  COMMON SHARES  ($.01 Par Value)  Subscription Price $10.00 Per Share  AGENCY AGREEMENT   , 2009

Keefe, Bruyette & Woods, Inc.  Investment Banking  10 South Wacker Drive, Suite 3400  Chicago, Illinois 60606

Ladies and Gentlemen:

Athens Bancshares Corporation, a Tennessee corporation (the Company), and Athens Federal Community Bank, a federal savings bank located  in Athens, Tennessee (the Bank) (references to the Bank include the Bank in mutual or stock form as indicated by the context), the deposit  accounts of which are insured by the Federal Deposit Insurance Corporation (FDIC), hereby confirm their agreement with Keefe, Bruyette &  Woods, Inc. (the Agent) as follows:

Section 1. The Offering. The Bank, in accordance with its plan of conversion adopted by its Board of Directors (the Plan), intends to convert  from a federally-chartered mutual savings bank to a federal stock savings bank (the Conversion), and issue all of its issued and outstanding  capital stock to the Company. The Conversion will be accomplished pursuant to federal law and the rules and regulations of the Office of Thrift  Supervision (the OTS). Pursuant to the Plan, the Company will offer and sell up to shares (subject to increase up to shares) of its common stock,  $.01 par value per share (the Shares or Common Shares), in a subscription offering (the Subscription Offering) to (1) depositors of the Bank  with Qualifying Deposits (as defined in the Plan) as of March 31, 2008 (Eligible Account Holders), (2) the employee stock ownership plan  established by either the Bank or the Company (the ESOP), (3) depositors of the Bank with Qualifying Deposits as of September 30, 2009  (Supplemental Eligible Account Holders), and (4) other depositor and borrower members of the Bank as defined in the Plan. Subject to the prior  subscription rights of the above-listed parties, the Company may offer for sale in a community offering (the Community Offering and when  referred to together with or subsequent to the Subscription Offering, the Subscription and Community Offering) the Shares not subscribed for or  ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a  preference given first to natural persons who are residents of Blount, Bradley, Hamilton, Knox, Loudon, McMinn, Meras, Monroe and Polk  Counties in Tennessee. It is anticipated that shares not subscribed for in the Subscription and Community Offering may be offered to certain  members of the general public on a best efforts basis through a selected dealers agreement (the Syndicated Community Offering) (the  Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the Offering). It is acknowledged  that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the  Company may reject, in whole or in part, any orders received in the Community Offering or Syndicated Community Offering.

In connection with the Conversion and pursuant to the terms of the Plan as described in the Prospectus, immediately following the consummation  of the Conversion, subject to the approval of the Bank's depositors and compliance with certain conditions as may be imposed by regulatory  authorities, the Company will contribute $100,000 and 100,000 shares of Common Stock to the Athens Federal Foundation (the Foundation) such  shares hereinafter being referred to as the (Foundation Shares).







The Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-1 (File No. 333-   )  (the Registration Statement), containing a prospectus relating to the Offering, for the registration of the Shares under the Securities Act of 1933  (the 1933 Act), and has filed such amendments thereof and such amended prospectuses as may have been required to the date hereof. The term  Registration Statement shall include any documents incorporated by reference therein and all financial schedules and exhibits thereto, as  amended, including post-effective amendments. The prospectus, as amended, on file with the Commission at the time the Registration Statement  initially became effective is hereinafter called the Prospectus, except that if any Prospectus is filed by the Company pursuant to Rule 424(b) or (c)  of the rules and regulations of the Commission under the 1933 Act (the 1933 Act Regulations) differing from the prospectus on file at the time  the Registration Statement initially became effective, the term Prospectus shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from  and after the time said prospectus is filed with the Commission.

In accordance with Title 12, Part 563b of the Code of Federal Regulations (the Conversion Regulations), the Bank has filed with the OTS an  Application For Conversion on Form AC (the Form AC), including the Prospectus and the Conversion Valuation Appraisal Report prepared by  Keller & Company, Inc. (the Appraisal) and has filed such amendments thereto as may have been required by the OTS. The Form AC has been  approved by the OTS and the related Prospectus has been authorized for use by the OTS. In addition, the Company has filed with the OTS its  Application H-(e)l-S (the Holding Company Application) to become a savings and loan holding company under the Home Owners' Loan Act, as  amended (HOLA) and the regulations promulgated thereunder (the Control Act Regulations).

Section 2. Retention and Compensation of Agent. Subject to the terms and conditions herein set forth, the Company and the Bank hereby appoint  the Agent as their exclusive financial advisor and marketing agent (i) to utilize its best efforts to solicit subscriptions for Common Shares and to  advise and assist the Company and the Bank with respect to the Company's sale of the Shares in the Offering and (ii) to participate in the Offering  in the areas of market making and in syndicate formation (if necessary).

On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the  Agent accepts such appointment and agrees to consult with and advise the Company and the Bank as to the matters set forth in the letter  agreement, dated June 9, 2009, between the Bank and the Agent (a copy of which is attached hereto as Exhibit A) (the Engagement Letter). It is  acknowledged by the Company and the Bank that the Agent shall not be required to purchase any Shares or be obligated to take any action which  is inconsistent with all applicable laws, regulations, decisions or orders.

The obligations of the Agent pursuant to this Agreement shall terminate upon termination of the Offering, but in no event later than 45 days after  the completion of the Subscription Offering (the End Date). All fees or expenses due to the Agent but unpaid will be payable to the Agent in  next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End  Date, the Company and the Agent may agree to renew this Agreement under mutually acceptable terms.

In the event the Company is unable to sell a minimum of    Shares within the period herein provided, this Agreement shall terminate and the  Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus  accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder,  except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event the Offering is terminated for any reason not attributable to the  action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below.

2







The Agent shall receive the following compensation for its services hereunder:

(a) A management fee of $30,000 payable in four consecutive monthly installments of $7,500 each commencing with the execution of the  Engagement Letter. This fee shall be deemed to have been earned when due and shall be non-refundable.

(b) A success fee upon completion of the Offering of 1.125% of the aggregate purchase price of the Common Shares sold in the Subscription  Offering and Community Offering excluding shares purchased by the Bank's officers, directors, or employees (or members of their immediate  family), any ESOP, tax-qualified or stock-based compensation plans (except IRAs) or similar plan created by the Bank or the Company for some or  all of its directors or employees, or contributed to any charitable foundation established by the Bank in connection with the Conversion. In no  event shall the success fee paid for the sale of Common Stock in the Subscription and Community Offering be less than $200,000. The management  fee will be applied against the first success fee.

(c) If any of the Common Shares remain available after the Subscription Offering, at the request of the Company, the Agent will seek to form a  syndicate of registered broker-dealers (Selected Dealers) to assist in the sale of such Common Shares on a best efforts basis, subject to the  terms and conditions set forth in the selected dealers agreement. The Agent will endeavor to distribute the Common Shares among the Selected  Dealers in a fashion which best meets the distribution objectives of the Bank and the Plan. The Agent will be paid a fee not to exceed 5.5% of the  aggregate Purchase Price of the Shares sold in the Syndicated Community Offering. The Agent will pass onto the Selected Dealers who assist in  the Syndicated Community Offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of  stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases effected with the assistance of Selected  Dealers other than the Agent shall be transmitted by the Agent to such Selected Dealers. The decision to utilize Selected Dealers will be made by  the Company upon consultation with the Agent.

(d) The Company and the Bank shall reimburse the Agent for reasonable out-of-pocket expenses, including costs of travel, meals and lodging,  photocopying, telephone, facsimile and couriers. The Company and the Bank will reimburse the Agent for the fees and expenses of the Agent's  counsel which will not exceed $50,000. The Company will bear the expenses of the Offering customarily borne by issuers including, without  limitation, regulatory filing fees, SEC, Blue Sky, and FINRA filing and registration fees; the fees of the Company's accountants, attorneys,  appraiser, transfer agent and registrar, printing, mailing and marketing and syndicate expenses associated with the conversion; and the fees set  forth under this Section 2; and any fees for Blue Sky legal work.

Full payment of the Agent's actual and accountable expenses, advisory fees and compensation shall be made in next day funds on the earlier of  the Closing Date or a determination by the Bank to terminate or abandon the Offering. The payment of such expenses assume no unusual  circumstances or delays, or a re-solicitation in connection with the subscription and community offering. The Company and the Bank acknowledge  that such expense cap may be increased by mutual consent, including in the event of a material delay in the Offering which would require an  update of the financial information in tabular form to reflect a period later than that set forth in the original filing.

Section 3. Sale and Delivery of Shares. If all conditions precedent to the consummation of the Conversion, including without limitation, the sale of  all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and to release  for delivery certificates for such Shares on the Closing Date against payment to the Company by any means authorized by the Plan; provided,  however, that no funds shall be released to the Company until the conditions specified in Section 8 hereof shall have been complied with to the  reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor shall be made on a date and at a place  acceptable to the Company, the Bank and the Agent. Certificates for shares shall be delivered

3







directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the shares sold in the  Offering, in accordance with the terms herein, is called the Closing Date.

Section 4. Representations and Warranties of the Company and the Bank. The Company and the Bank jointly and severally represent and warrant  to and agree with the Agent as follows:

(a) The Registration Statement which was prepared by the Company and the Bank and filed with the Commission has been declared effective by  the Commission, no stop order has been issued with respect thereto and no proceedings therefor have been initiated or, to the knowledge of the  Company or the Bank, threatened by the Commission. At the time the Registration Statement, including the Prospectus contained therein  (including any amendment or supplement), became effective, at the Applicable Time (as defined in Section 4(c) hereof) and at the Closing Date, the  Registration Statement complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and  the Registration Statement, including the Prospectus contained therein (including any amendment or supplement thereto), and any information  regarding the Company contained in Sales Information (as such term is defined in Section 9(a) hereof) authorized by the Company for use in  connection with the Offering, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or  necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and at the time any Rule 424 (b) or (c) Prospectus is filed with the Commission and at the Closing Date referred to in Section 2 hereof, the Prospectus (including any amendment  or supplement thereto) and any information regarding the Company contained in Sales Information (as such term is defined in Section 9(a) hereof)  authorized by the Company for use in connection with the Offering will contain all statements that are required to be stated therein in accordance  with the 1933 Act and the 1933 Act Regulations and will not contain an untrue statement of a material fact or omit to state a material fact necessary  in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the  representations and warranties in this Section 4(a) shall not apply to statements or omissions made in reliance upon and in conformity with written  information furnished to the Company by the Agent or its counsel expressly regarding the Agent for use in the Prospectus under the caption The  Conversion and Stock Offering — Marketing Arrangements or statements in or omissions from any Sales Information or information filed  pursuant to state securities or blue sky laws or regulations regarding the Agent.

(b) At the time of filing the Registration Statement relating to the offering of the Shares and at the date hereof, the Company was not, and is not, an  ineligible issuer, as defined in Rule 405 of the 1933 Act Regulations. At the time of the filing of the Registration Statement and at the time of the use  of any issuer free writing prospectus, as defined in Rule 433(h) of the 1933 Act Regulations, the Company met the conditions required by Rules 164  and 433 of the 1933 Act Regulations for the use of a free writing prospectus. If required to be filed, the Company has filed any issuer free writing  prospectus related to the offered Shares at the time it is required to be filed under Rule 433 of the 1933 Act Regulations and, if not required to be  filed, will retain such free writing prospectus in the Company's records pursuant to Rule 433(g) of the 1933 Act Regulations and if any issuer free  writing prospectus is used after the date hereof in connection with the offering of the Shares the Company will file or retain such free writing  prospectus as required by Rule 433 of the 1933 Act Regulations.

(c) As of the Applicable Time, neither (i) the Issuer-Represented General Free Writing Prospectus(es) issued at or prior to the Applicable Time and  the Statutory Prospectus, all considered together (collectively, the General Disclosure Package), nor (ii) any individual Issuer-Represented  Limited-Use Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material  fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were  made, not misleading. The preceding sentence does not apply to statements in or omissions from any Prospectus included in the Registration  Statement relating to the offered Securities or any Issuer-Represented Free

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Writing Prospectus based upon and in conformity with written information furnished to the Company by the Agent specifically for use therein. As  used in this paragraph and elsewhere in this Agreement:

1. Applicable Time means each and every date when a potential purchaser submitted a subscription or otherwise committed to purchase  Securities.

2. Statutory Prospectus, as of any time, means the Prospectus relating to the offered Shares that is included in the Registration Statement  relating to the offered Shares immediately prior to the Applicable Time, including any document incorporated by reference therein.

3. Issuer-Represented Free Writing Prospectus means any issuer free writing prospectus, as defined in Rule 433(h) of the 1933 Act  Regulations, relating to the offered Shares in the form filed or required or, if not required to be filed, in the form retained in the Company's records  pursuant to Rule 433(g) under the 1933 Act Regulations. The term does not include any writing exempted from the definition of prospectus  pursuant to clause (a) of Section 2(a)(10) of the 1933 Act, without regard to Rule 172 or Rule 173 of the 1933 Act Regulations.

4. Issuer-Represented General Free Writing Prospectus means any Issuer-Represented Free Writing Prospectus that is intended for general  distribution to prospective investors.

5. Issuer-Represented Limited-Use Free Writing Prospectus means any Issuer-Represented Free Writing Prospectus that is not an Issuer- Represented General Free Writing Prospectus. The term Issuer-Represented Limited-Use Free Writing Prospectus also includes any bona fide  electronic road show, as defined in Rule 433 of the 1933 Act Regulations, that is made available without restriction pursuant to Rule 433(d)(8)(ii)  of the 1933 Act Regulations or otherwise, even though not required to be filed with the Commission.

6. Permitted Free Writing Prospectus means any free writing prospectus as defined in Rule 405 of the 1933 Act Regulations that is consented to  by the Company, the Bank and the Agent.

(d) Each Issuer-Represented Free Writing Prospectus, as of its date of first use and at all subsequent times through the completion of the Offering  and sale of the offered Shares or until any earlier date that the Company notified or notifies the Agent (as described in the next sentence), did not,  does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement,  including any document incorporated by reference therein that has not been superseded or modified. If at any time following the date of first use  of an Issuer-Represented Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer-Represented  Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the offered Shares or  included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the  statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company has notified or will notify  promptly the Agent so that any use of such Issuer-Represented Free-Writing Prospectus may cease until it is amended or supplemented and the  Company has promptly amended or will promptly amend or supplement such Issuer-Represented Free Writing Prospectus to eliminate or correct  such conflict, untrue statement or omission. The foregoing two sentences do not apply to statements in or omissions from any Issuer-Represented  Free Writing Prospectus based upon and in conformity with written information furnished to the Company by the Agent specifically for use  therein.

(e) The Form AC, which was prepared by the Company and the Bank and filed with the OTS, has been approved by the OTS and the related  Prospectus and proxy statement to be delivered to members of the Bank have been authorized for use by the OTS and the Form AC complied in all  material respects with the Conversion Regulations. No order has been issued by the OTS or the FDIC preventing or

5







suspending the use of the Prospectus or the proxy statement, and no action by or before any such government entity to revoke any approval,  authorization or order of effectiveness related to the Offering is pending or threatened. At the time of the approval of the Form AC, including the  Prospectus (including any amendment or supplement thereto) by the OTS and at all times subsequent thereto until the Closing Date, the Form AC,  including the Prospectus (including any amendment or supplement thereto), will comply in all material respects with the Conversion Regulations,  except to the extent waived or otherwise approved by the OTS. The Form AC, including the Prospectus (including any amendment or supplement  thereto), does not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make  the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations and  warranties in this Section 4(e) shall not apply to statements or omissions made in reliance upon and in conformity with written information  furnished to the Company by the Agent or its counsel expressly regarding the Agent for use in the Prospectus contained in the Form AC under  the caption The Conversion and Stock Offering — Marketing Arrangements.

(f) The Company has filed the Holding Company Application with the OTS and the Holding Company Application is accurate and truthful. The  Company has received written notice from the OTS of its approval of the acquisition of the Bank, such approval remains in full force and effect and  no order has been issued by the OTS suspending or revoking such approval and no proceedings therefor have been initiated or threatened by the  OTS. At the date of such approval, the Holding Company Application complied in all material respects with the applicable provisions of HOLA  and the regulations promulgated thereunder.

(g) The Company and the Bank have filed the Prospectus and any supplemental sales literature with the Commission and the OTS. The Prospectus  and all supplemental sales literature, as of the date the Registration Statement became effective and on the Closing Date referred to in Section 2,  complied and will comply in all material respects with the applicable requirements of the 1933 Act Regulations and, at or prior to the time of their  first use, will have received all required authorizations of the OTS and Commission for use in final form. No approval of any other regulatory or  supervisory or other public authority is required in connection with the distribution of the Prospectus and any supplemental sales literature that  has not been obtained and a copy of which has been delivered to the Agent. The Company and the Bank have not distributed any offering  material in connection with the Offering except for the Prospectus and any supplemental sales material that has been filed with the Registration  Statement and the Form AC and authorized for use by the Commission and the OTS. The information contained in the supplemental sales material  filed as an exhibit to both the Registration Statement and the Form AC does not conflict with information contained in the Registration Statement  and the Prospectus.

(h) The Plan has been adopted by the Boards of Directors of the Company and the Bank and, at the Closing Date, will have been approved by the  members of the Bank, and the offer and sale of the Shares will have been conducted in all material respects in accordance with the Plan, the  Conversion Regulations except to the extent waived or otherwise approved by the OTS, and all other applicable laws, regulations, decisions and  orders, including all terms, conditions, requirements and provisions precedent to the Offering imposed upon the Company and the Bank by the  OTS, the Commission, or any other regulatory authority and in the manner described in the Prospectus. To the best knowledge of the Company  and the Bank, no person has sought to obtain review of the final action of the OTS in approving the Conversion pursuant to the HOLA or any  other statute or regulation.

(i) The Bank has been duly organized and is validly existing as a federally-chartered savings bank in mutual form of organization and upon  completion of the Conversion will become a duly organized and validly existing federally-chartered savings bank in permanent capital stock form of organization, in both instances duly authorized to conduct its business and own its property as described in the Registration Statement and the  Prospectus; the Bank has obtained all licenses, permits and other governmental authorizations currently required for the conduct of its business,  except those that individually or in the

6







aggregate would not materially adversely affect the financial condition, results of operations or business of the Company and the Bank, taken as a  whole; all such licenses, permits and governmental authorizations are in full force and effect, and the Bank is in compliance with all material laws,  rules, regulations and orders applicable to the operation of its business, except where failure to be in compliance would not materially adversely  affect the financial condition, results of operations or business of the Company and the Bank, taken as a whole; the Bank is duly qualified as a  foreign corporation to transact business and is in good standing in each jurisdiction in which its ownership of property or leasing of property or  the conduct of its business requires such qualification, unless the failure to be so qualified in one or more of such jurisdictions would not have a  material adverse effect on the financial condition, results of operations or business of the Bank (Material Adverse Effect). The Bank does not  own equity securities or any equity interest in any other business enterprise except as described in the Prospectus or as would not be material to  the operations of the Bank. Upon completion of the sale by the Company of the Shares contemplated by the Prospectus, (i) all of the outstanding  capital stock of the Bank will be duly authorized, validly issued and fully paid and non-assessable and owned directly by the Company free and  clear of any security interest, mortgage, pledge, lien, encumbrances or legal or equitable claim and (ii) the Company will have no direct subsidiaries  other than the Bank and no indirect subsidiaries other than Southland Finance, Inc., Ti-Serv, Inc. and Valley Title Services, LLC (the  Subsidiaries). The Conversion will be effected in all material respects in accordance with all applicable statutes, regulations, decisions and  orders; and, except with respect to the filing of certain post-sale, post-Conversion reports, and documents in compliance with the 1933 Act  Regulations, the Conversion Regulations or letters of approval, at the Closing Date, all terms, conditions, requirements and provisions with respect  to the Conversion imposed by the Commission, the OTS and the FDIC, if any, will have been complied with by the Company and the Bank in all  material respects or appropriate waivers will have been obtained and all applicable notice and waiting periods will have been satisfied, waived or  elapsed.

(j) The Company is duly organized, validly existing and in good standing as a corporation under the laws of the State of Tennessee with full  corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and  the Prospectus, and, at the Closing Date, the Company will be qualified to do business as a foreign corporation in each jurisdiction in which the  conduct of its business requires such qualification, except where the failure to so qualify would not have a Material Adverse Effect on the financial condition, results of operations or business of the Company. At the Closing Date, the Company will have obtained all licenses, permits and other  governmental authorizations currently required for the conduct of its business except those that individually or in the aggregate would not  materially adversely affect the financial condition, results of operations or business of the Company and the Bank, taken as a whole; all such  licenses, permits and governmental authorizations will be in full force and effect, and the Company will be in all material respects complying with all  laws, rules, regulations and orders applicable to the operation of its business. There are no outstanding warrants or options to purchase any  securities of the Company.

(k) The Subsidiaries are each duly organized, validly existing and in good standing as a corporation under the laws of the State of Tennessee with  full corporate power and authority to own, lease and operate its properties and to conduct their businesses as described in the Registration  Statement and the Prospectus, and are duly qualified to do business as foreign corporations and are in good standing in each jurisdiction in which  the conduct of its business requires such qualification, except where the failure to so qualify would not have a Material Adverse Effect on the  financial condition, results of operations or business of the Company and the Bank, taken as a whole. The activities of the Subsidiaries are  permissible to subsidiaries of federal savings banks. The Subsidiaries have each obtained all licenses, permits and other governmental  authorizations currently required for the conduct of its business except those that individually or in the aggregate would not materially adversely  affect the financial condition, results of operations or business of the Company and the Bank, taken as a whole; all such licenses, permits and  governmental authorizations will be in full force and effect, and the Subsidiaries are in all material respects complying with all laws, rules,  regulations and orders applicable to the operation of their respective business. All of the issued and outstanding capital stock of the Subsidiaries  have been duly

7







authorized and validly issued, is fully paid and non-assessable and owned by the Bank directly, free and clear of any security interest, mortgage,  pledge, lien, encumbrance or legal or equitable claim.

(l) The Bank is a member of the Federal Home Loan Bank of Cincinnati (FHLB-Cincinnati). The deposit accounts of the Bank are insured by the  FDIC up to the applicable limits, and no proceedings for the termination or revocation of such insurance are pending or, to the best knowledge of  the Company or the Bank, threatened. The Bank is a qualified thrift lender within the meaning of 12 U.S.C. §l467a(m).

(m) The Bank and the Company have good and marketable title to all real property and good title to all other assets material to the business of the  Company and the Bank, taken as a whole, and to those properties and assets described in the Registration Statement and Prospectus as owned by  them, free and clear of all liens, charges, encumbrances or restrictions, except such as are described in the Registration Statement and Prospectus,  or are not material to the business of the Company and the Bank, taken as a whole; and all of the leases and subleases material to the business of  the Company and the Bank, taken as a whole, under which, the Company or the Bank hold properties, including those described in the Registration  Statement and Prospectus, are in full force and effect.

(n) The Company has received an opinion of its special counsel, Kilpatrick Stockton LLP, with respect to the federal income tax consequences of  the Conversion and an opinion of its tax advisor, Hazlett, Lewis & Bieter, PLLC, with respect to the Tennessee income tax consequences of the  Conversion; all material aspects of such opinions are accurately summarized in the Registration Statement and the Prospectus. The Company and  the Bank represent and warrant that the facts upon which such opinions are based are truthful, accurate and complete. Neither the Company nor  the Bank will take any action inconsistent therewith.

(o) Each of the Company and the Bank has all such power, authority, authorizations, approvals and orders as may be required to enter into this  Agreement, to carry out the provisions and conditions hereof and to issue and sell the Shares to be sold by the Company as provided herein and  as described in the Prospectus, subject to approval or confirmation by the OTS of the final appraisal of the Bank. The execution, delivery and  performance of this Agreement and the consummation of the transactions herein contemplated have been duly and validly authorized by all  necessary corporate action on the part of the Bank and the Company. This Agreement has been validly executed and delivered by the Company  and the Bank and is the valid, legal and binding agreement of the Company and the Bank enforceable in accordance with its terms (except as the  enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement  of creditors' rights generally or the rights of creditors of savings and loan holding companies, the accounts of whose subsidiaries are insured by  the FDIC, or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to  the extent, if any, that the provisions of Sections 9 and 10 hereof may be unenforceable as against public policy).

(p) Neither the Company nor the Bank is in violation of any directive received from the OTS, the FDIC, or any other agency to make any material  change in the method of conducting its business so as to comply in all material respects with all applicable statutes and regulations (including,  without limitation, regulations, decisions, directives and orders of the OTS and the FDIC) and, except as may be set forth in the Registration  Statement, the General Disclosure Package and the Prospectus, there is no suit or proceeding or charge or action before or by any court, regulatory authority or governmental agency or body, pending or threatened, which might materially and adversely affect the Offering, as described in the  Registration Statement and the Prospectus or which might result in any material adverse change in the financial condition, results of operations or  business of the Company and the Bank, taken as a whole, or which would materially affect their properties and assets.

8







(q) The consolidated financial statements, schedules and notes related thereto which are included in the General Disclosure Package and the  Prospectus fairly present the balance sheet, income statement, statement of changes in equity capital and statement of cash flows of the Bank and  the Subsidiaries on a consolidated basis at the respective dates indicated and for the respective periods covered thereby and comply as to form in  all material respects with the applicable accounting requirements of the 1933 Act Regulations and Title 12 of the Code of Federal Regulations. Such  consolidated financial statements, schedules and notes related thereto have been prepared in accordance with generally accepted accounting  principles (GAAP) consistently applied through the periods involved, present fairly in all material respects the information required to be stated  therein and are consistent with the most recent financial statements and other reports filed by the Bank with the OTS, except that accounting  principles employed in such regulatory filings conform to the requirements of the OTS and not necessarily to GAAP. The other financial, statistical  and pro forma information and related notes included in the Prospectus present fairly the information shown therein on a basis consistent with the  audited and unaudited consolidated financial statements of the Bank included in the Prospectus, and as to the pro forma adjustments, the  adjustments made therein have been properly applied on the basis described therein.

(r) Since the respective dates as of which information is given in the Registration Statement including the Prospectus: (i) there has not been any  material adverse change, financial or otherwise, in the condition of the Company and the Bank and their subsidiaries, considered as one enterprise,  or in the earnings, capital, properties or business of the Company and the Bank and their subsidiaries, whether or not arising in the ordinary course  of business; (ii) there has not been any material increase in the long-term debt of the Bank or in the principal amount of the Bank's assets which  are classified by the Bank as impaired, substandard, doubtful or loss or in loans past due 90 days or more or real estate acquired by foreclosure, by  deed-in-lieu of foreclosure or deemed in-substance foreclosure or any material decrease in equity capital or total assets of the Bank; nor has the  Company or the Bank issued any securities (other than in connection with the incorporation of the Company) or incurred any liability or obligation  for borrowing other than in the ordinary course of business; (iii) there have not been any material transactions entered into by the Company or the  Bank; (iv) there has not been any material adverse change in the aggregate dollar amount (on a consolidated basis with the Bank) of the  Company's deposits or its net worth; (v) there has been no material adverse change in the Company's or the Bank's relationship with its insurance  carriers, including, without limitation, cancellation or other termination of the Company's or the Bank's fidelity bond or any other type of insurance  coverage; (vi) except as disclosed in the General Disclosure Package and the Prospectus, there has been no material change in management of the  Company or the Bank; (vii) neither the Company nor the Bank has sustained any material loss or interference with its respective business or  properties from fire, flood, windstorm, earthquake, accident or other calamity, whether or not covered by insurance; (viii) neither the Company nor  the Bank has defaulted in the payment of principal or interest on any outstanding debt obligations; (ix) the capitalization, liabilities, assets,  properties and business of the Company and the Bank conform in all material respects to the descriptions thereof contained in the General  Disclosure Package and the Prospectus; and (x) neither the Company nor the Bank has any material contingent liabilities, except as set forth in the  Prospectus.

(s) Neither the Company nor the Bank is (i) in violation of their respective charters or bylaws (and the Bank will not be in violation of its charter or  bylaws in stock form upon completion of the Conversion), or (ii) in default in the performance or observance of any obligation, agreement,  covenant, or condition contained in any material contract, lease, loan agreement, indenture or other instrument to which it is a party or by which it  or any of its property may be bound. The execution and delivery of this Agreement and the consummation of the transactions herein contemplated  will not: (i) conflict with or constitute a breach of, or default under, or result in the creation of any lien, charge or encumbrance upon any of the  assets of the Company or the Bank pursuant to the respective charters or bylaws of the Company or the Bank or any contract, lease or other  instrument in which the Company or the Bank has a beneficial interest, or any applicable law, rule, regulation or order; (ii) violate any authorization,  approval, judgment, decree, order, statute, rule or regulation applicable to the Company or the Bank, except for

9







such violations which would not have a Material Adverse Effect on the financial condition and results of operations of the Company and the Bank  on a consolidated basis; or (iii) result in the creation of any material lien, charge or encumbrance upon any property of the Company or the Bank.

(t) All documents made available to or delivered or to be made available to or delivered by the Company and the Bank or their representatives in  connection with the issuance and sale of the Shares, including records of account holders and depositors of the Bank, or in connection with the  Agent's exercise of due diligence, except for those documents which were prepared by parties other than the Company or the Bank or their  representatives, to the best knowledge of the Company and the Bank, were on the dates on which they were delivered, or will be on the dates on  which they are to be delivered, true, complete and correct in all material respects.

(u) No default exists, and no event has occurred which with notice or lapse of time, or both, would constitute a default on the part of the Company  or the Bank in the due performance and observance of any term, covenant or condition of any indenture, mortgage, deed of trust, note, bank loan  or credit agreement or any other instrument or agreement to which the Company or the Bank is a party or by which any of them or any of their  property is bound or affected, except such defaults which would not have a material adverse affect on the financial condition or results of  operations of the Company and the Bank, taken as a whole; such agreements are in full force and effect and are the legal, valid and binding  agreements of the applicable party and the other parties thereto, enforceable in accordance with their terms, except as the enforcement thereof may  be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general principles of  equity; and no other party to any such agreements has instituted or, to the best knowledge of the Company or the Bank, threatened any action or  proceeding wherein the Company or the Bank would or might be alleged to be in default thereunder, where such action or proceeding, if  determined adversely to the Company or the Bank, would have a Material Adverse Effect on the financial condition, results of operations, or  business of the Company or the Bank, taken as a whole. There are no contracts or documents that are required to be filed as exhibits to the  Registration Statement or described in the Registration Statement, the Prospectus, or any Permitted Free Writing Prospectus which are not so filed  or described as required, and such contracts and documents as are summarized in the Registration Statement, the Prospectus, and any Permitted  Free Writing Prospectus are fairly summarized therein in all material respects. No party has sent or received any notice indicating the termination of  or intention to terminate any of the contracts or agreements referred to or described in the Registration Statement, the Prospectus, or any Permitted  Free Writing Prospectus, or filed as an exhibit to the Registration Statement, and, to the knowledge of the Company and the Bank, no such  termination has been threatened by any party to any such contract or agreement.

(v) Upon consummation of the Conversion, the authorized, issued and outstanding equity capital of the Company will be within the range set forth  in the General Disclosure Package and the Prospectus under the caption Capitalization, and no Shares have been or will be issued and  outstanding prior to the Closing Date; the Shares will have been duly and validly authorized for issuance and, when issued and delivered by the  Company pursuant to the Plan against payment of the consideration calculated as set forth in the Plan and in the Prospectus, will be duly and  validly issued, fully paid and non-assessable, except for shares purchased by the ESOP with funds borrowed from the Company to the extent  payment therefor in cash has not been received by the Company; except to the extent that subscription rights and priorities pursuant thereto exist  pursuant to the Plan, no preemptive rights exist with respect to the Shares; and the terms and provisions of the Shares will conform in all material  respects to the description thereof contained in the Registration Statement and the Prospectus. The Shares have been approved for listing on the  Nasdaq Capital Market, subject to issuance. Upon the issuance of the Shares, good title to the Shares will be transferred from the Company to the  purchasers thereof against payment therefor, subject to such claims as may be asserted against the purchasers thereof by third-party claimants.

(w) No approval of any regulatory or supervisory or other public authority is required in connection with the execution and delivery of this  Agreement or the issuance of the Shares, except for the

10







approval of the Commission and the OTS, and any necessary qualification, notification, registration or exemption under the securities or blue sky  laws of the various states in which the Shares are to be offered, and except as may be required under the rules and regulations of the Financial  Industry Regulatory Authority (FINRA)

(x) Hazlett, Lewis & Bieter, PLLC, which has certified the audited financial statements and schedules of the Bank included in the Prospectus, has  advised the Company and the Bank in writing that they are, with respect to the Company and the Bank, independent registered public accountants  within the applicable rules of the Public Company Accounting Oversight Board (United States).

(y) Keller & Company, Inc., which has prepared the Valuation Appraisal Report (as amended or supplemented, if so amended or supplemented) of  the Bank, has advised the Bank in writing that it is independent of the Company and the Bank within the meaning of the Conversion Regulations.

(z) The Company and the Bank have timely filed or extended all required federal, state and local tax returns; the Company and the Bank have paid  all taxes that have become due and payable in respect of such returns, except where permitted to be extended, have made adequate reserves for  similar future tax liabilities and no deficiency has been asserted with respect thereto by any taxing authority. The Company and the Bank have no  knowledge of any tax deficiency which has been or might be assessed against either of them which, if the subject of an unfavorable decision,  ruling or finding, could have, individually or in the aggregate with other tax deficiencies, a Material Adverse Effect. All material tax liabilities have  been adequately provided for in the financial statements of the Company and the Bank in accordance with GAAP. There are no transfer taxes or  other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with  the execution and delivery of this Agreement by the Company or with the issuance or sale by the Company of the Shares.

(aa) The Company and the Bank are in compliance in all material respects with the applicable financial record-keeping and reporting requirements  of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and the regulations and rules thereunder.

(bb) To the knowledge of the Company and the Bank, none of the Company, the Bank or the employees of the Company or the Bank has made any  payment of funds of the Company or the Bank as a loan for the purchase of the Shares or made any other payment of funds prohibited by law, and  no funds have been set aside to be used for any payment prohibited by law.

(cc) Neither the Company nor the Bank has: (i) issued any securities within the last 18 months (except for notes to evidence bank loans and reverse  repurchase agreements or other liabilities in the ordinary course of business or as described in the Prospectus); (ii) had any material dealings  within the 12 months prior to the date hereof with any member of the FINRA, or any person related to or associated with such member, other than  discussions and meetings relating to the proposed Offering and routine purchases and sales of United States government and agency and other  securities in the ordinary course of business; (iii) entered into a financial or management consulting agreement except as contemplated hereunder;  and (iv) engaged any intermediary between the Agent and the Company or the Bank in connection with the offering of the Shares, and no person  is being compensated in any manner for such service. Appropriate arrangements have been made for placing the funds received from  subscriptions for Shares in a special interest-bearing account with the Bank until all Shares are sold and paid for, with provision for refund to the  purchasers in the event that the Offering is not completed for whatever reason or for delivery to the Company if all Shares are sold.

(dd) The Company and the Bank have not relied upon the Agent or its legal counsel for any legal, tax or accounting advice in connection with the  Conversion.

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(ee) The records used by the Company and the Bank to determine the identities of Eligible Account Holders, Supplemental Eligible Account  Holders and Other Members are accurate and complete in all material respects.

(ff) The Company is not required to be registered under the Investment Company Act of 1940, as amended.

(gg) Neither the Company nor the Bank or any properties owned or operated by the Company or the Bank, is in violation of or liable under any  Environmental Law (as defined below), except for such violations or liabilities that, individually or in the aggregate, would not have a Material  Adverse Effect on the financial condition, results of operations or business of the Company and the Bank, taken as a whole. There are no actions,  suits or proceedings, or demands, claims, notices or investigations (including, without limitation, notices, demand letters or requests for  information from any environmental agency) instituted or pending or, to the knowledge of the Company or the Bank, threatened relating to the  liability of any property owned or operated by the Company or the Bank under any Environmental Law. For purposes of this subsection, the term  Environmental Law means any federal, state, local or foreign law, statute, ordinance, rule, regulation, code, license, permit, authorization,  approval, consent, order, judgment, decree, injunction or agreement with any regulatory authority relating to (i) the protection, preservation or  restoration of the environment (including, without limitation, air, water, vapor, surface water, groundwater, drinking water supply, surface soil,  subsurface soil, plant and animal life or any other natural resource), and/or (ii) the use, storage, recycling, treatment, generation, transportation,  processing, handling, labeling, production, release or disposal of any substance presently listed, defined, designated or classified as hazardous,  toxic, radioactive or dangerous, or otherwise regulated, whether by type or by quantity, including any material containing any such substance as a  component.

(hh) The Company has filed a registration statement to register for the Common Shares under Section 12(b) of the Securities Exchange Act of 1934,  as amended (the 1934 Act).

(ii) The Company and its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (A)  transactions are executed in accordance with management's general or specific authorizations, (B) transactions are recorded as necessary to permit  preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (C)  access to assets is permitted only in accordance with management's general or specific authorization, and (D) the recorded accounts or assets is  compared with the existing assets at reasonable intervals and appropriate action is taken with respect thereto. The books, records and accounts  and systems of internal accounting control of the Company and its subsidiaries comply in all material respects with the requirements of Section 13 (b)(2) of the 1934 Act. The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the  1934 Act) that are effective in ensuring that the information it will be required to disclose in the reports it files or submits under the 1934 Act is  accumulated and communicated to the Company's management (including the Company's chief executive officer and chief financial officer) in a  timely manner and recorded, processed, summarized and reported within the periods specified in the Commission's rules and forms. To the  knowledge of the Company and the Bank,    and the Audit Committee of the Board of Directors have been advised of: (A) any significant  deficiencies and material weaknesses in the design or operation of internal control over financial reporting which could adversely affect  Company's and the Bank's ability to record, process, summarize, and report financial data; and (B) any fraud, whether or not material, that involves  management or other employees who have a significant role in the Company's or the Bank's internal accounting controls.

(jj) All of the loans represented as assets of the Company or the Bank in the Prospectus meet or are exempt from all requirements of federal, state  and local law pertaining to lending, including, without limitation, truth in lending (including the requirements of Regulation Z and 12 C.F.R. Part  226), real estate settlement procedures, consumer credit protection, equal credit opportunity and all disclosure laws

12







applicable to such loans, except for violations which, if asserted, would not have a Material Adverse Effect on the financial condition, results of  operations, or business of the Company and the Bank, taken as a whole.

(kk) To the Company's and the Bank's knowledge, there are no affiliations or associations between any member of the FINRA and any of the  Company's or the Bank's officers, directors or 5% or greater securityholders, except as set forth in the Registration Statement and the Prospectus.

(ll) The Company has taken all actions necessary to obtain at Closing a Blue Sky Memorandum from Kilpatrick Stockton LLP.

(mm) Any certificates signed by an officer of the Company or the Bank pursuant to the conditions of this Agreement and delivered to the Agent or  their counsel that refers to this Agreement shall be deemed to be a representation and warranty by the Company or the Bank, as the case may be,  to the Agent as to the matters covered thereby with the same effect as if such representation and warranty were set forth herein.

(nn) The Company and the Bank carry, or are covered by, insurance in such amounts and covering such risks at they deem reasonably adequate  for the conduct of their respective businesses and the value of their respective properties.

(oo) Subsequent to the date the Registration Statement is declared effective by the Commission and prior to the Closing Date, except as otherwise  may be indicated or contemplated in the Registration Statement, neither the Company nor the Bank has or will have issued any securities or  incurred any liability or obligation, direct or contingent, for borrowed money, except borrowings from the same or similar sources indicated in the  Prospectus in the ordinary course of its business.

(pp) All Sales Information (as defined in Section 9(a)) used by the Company in connection with the Conversion that is required by the OTS and the  Commission to be filed has been filed with and approved by the OTS and the Commission.

(qq) The statistical and market related data contained in any Permitted Free Writing Prospectus, the Prospectus and the Registration Statement are  based on or derived from sources which the Company and the Bank believe were reliable and accurate at the time they were filed with the  Commission. No forward-looking statement (within the meaning of Section 27A of the 1933 Act and Section 21E of the 1934 Act) contained in the  Registration Statement, the Prospectus, or any Permitted Free Writing Prospectus has been made or reaffirmed without a reasonable basis or has  been disclosed other than in good faith.

(rr) Except for the Bank's profit sharing/401(k) plan, neither the Company nor the Bank maintains any other pension plan, as defined in the  Employee Retirement Income Security Act of 1974, as amended (ERISA). In addition, (A) the employee benefit plans, including employee welfare  benefit plans, of the Company or the Bank (the Employee Plans) have been operated in compliance with the applicable provisions of ERISA, the  Internal Revenue Code of 1986, as amended (the Code), all regulations, rulings and announcements promulgated or issued thereunder and all  other applicable laws and governmental regulations, (B) no reportable event under Section 4043(c) of ERISA has occurred with respect to any  Employee Plan of the Company or the Bank for which the reporting requirements have not been waived by the Pension Benefit Guaranty  Corporation, (C) no prohibited transaction under Section 406 of ERISA, for which an exemption does not apply, has occurred with respect to any  Employee Plan of the Company or the Bank and (D) all Employee Plans that are group health plans have been operated in compliance with the  group health plan continuation coverage requirements of Section 4980B of the Code, except to the extent such noncompliance, reportable event or  prohibited transaction would not have, individually or in the aggregate, a Material Adverse Effect. There are no pending or, to the knowledge of

13







the Company and the Bank, threatened, claims by or on behalf of any Employee Plan, by any employee or beneficiary covered under any such  Employee Plan or by any governmental authority, or otherwise involving such Employee Plans or any of their respective fiduciaries (other than for  routine claims for benefits).

Section 5. Representations and Warranties of the Agent. The Agent represents and warrants to the Company and the Bank as follows:

(a) The Agent is a corporation and is validly existing in good standing under the laws of the State of New York with full power and authority to  provide the services to be furnished to the Company and the Bank hereunder.

(b) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly  authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent  and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature  and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar  laws relating to or affecting the enforcement of creditors' rights generally, and (ii) general equity principles regardless of whether such  enforceability is considered in a proceeding in equity or at law.

(c) Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and  empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in  each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth  in the blue sky memorandum prepared with respect to the Offering.

(d) The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with  the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default  (or an event which with notice or lapse of time or both would constitute a default) under, the Articles of Incorporation or Bylaws of the Agent or  any agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound.

(e) No approval of any regulatory or supervisory or other public authority is required in connection with the Agent's execution and delivery of this  Agreement, except as may have been received.

(f) There is no suit or proceeding or charge or action before or by any court, regulatory authority or government agency or body or, to the  knowledge of the Agent, pending or threatened, which might materially adversely affect the Agent's performance under this Agreement.

Section 6. Covenants of the Company and the Bank. The Company and the Bank hereby jointly and severally covenant and agree with the Agent  as follows:

(a) The Company will not, at any time after the date the Registration Statement is declared effective, file any amendment or supplement to the  Registration Statement without providing the Agent and its counsel an opportunity to review such amendment or supplement or file any  amendment or supplement to which amendment or supplement the Agent or its counsel shall reasonably object.

(b) If at any time following issuance of an Issuer-Represented Free Writing Prospectus there occurred or occurs an event or development as a  result of which such Issuer Represented Free Writing Prospectus conflicted or would conflict with the information contained in the Registration  Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a

14







material fact necessary in order to make the statements therein, in light of the circumstances prevailing at the subsequent time, not misleading, the  Company has notified or will notify promptly the Agent so that any use of such Issuer-Represented Free Writing Prospectus may cease until it is  amended or supplemented and the Company has promptly amended or will promptly amend or supplement such Issuer-Represented Free Writing  Prospectus to eliminate or correct such conflict, untrue statement or omission; provided, however, that this covenant shall not apply to any  statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Agent expressly for  use therein.

(c) The Company and the Bank represent and agree that, unless it obtains the prior consent of the Agent, and the Agent represents and agrees  that, unless it obtains the prior consent of the Company or the Bank, it has not made and will not make any offer relating to the offered Shares that  would constitute an issuer free writing prospectus as defined in Rule 433 of the 1933 Act Regulations, or that would constitute a free writing  prospectus, as defined in Rule 405 of the 1933 Act Regulations, required to be filed with the Commission. Any such free writing prospectus  consented to by the Company, the Bank and the Agent is hereinafter referred to as a Permitted Free Writing Prospectus. The Company and the  Bank represent that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an issuer free writing prospectus, as  defined in Rule 433 of the 1933 Act Regulations, and has complied and will comply with the requirements of Rule 433 of the 1933 Act Regulations  applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. The  Company and the Bank need not treat any communication as a free writing prospectus if it is exempt from the definition of prospectus pursuant to  Clause (a) of Section 2(a)(10) of the 1933 Act without regard to Rule 172 or 173 of the 1933 Act Regulations.

(d) The Bank will not, at any time after the Form AC is approved by the OTS, file any amendment or supplement to such Form AC without  providing the Agent and its counsel an opportunity to review such amendment or supplement or file any amendment or supplement to which  amendment or supplement the Agent or its counsel shall reasonably object.

(e) The Company will not, at any time after the Holding Company Application is approved by the OTS, file any amendment or supplement to such  Holding Company Application without providing the Agent and its counsel an opportunity to review the non-confidential portions of such  amendment or supplement or file any amendment or supplement to which amendment or supplement the Agent or its counsel shall reasonably  object.

(f) The Company and the Bank will use their best efforts to cause any post-effective amendment to the Registration Statement to be declared  effective by the Commission and any post-effective amendment to the Form AC or the Holding Company Application to be approved by the OTS  and will immediately upon receipt of any information concerning the events listed below notify the Agent: (i) when the Registration Statement, as  amended, has become effective; (ii) when the Form AC or the Holding Company Application, as amended, has been approved by the OTS; (iii) of  any comments from the Commission, the OTS or any other governmental entity with respect to the Conversion contemplated by this Agreement;  (iv) of the request by the Commission, the OTS or any other governmental entity for any amendment or supplement to the Registration Statement,  the Form AC, Holding Company Application or for additional information; (v) of the issuance by the Commission, the OTS or any other  governmental entity of any order or other action suspending the Conversion or the use of the Registration Statement or the Prospectus or any  other filing of the Company or the Bank under the Conversion Regulations, or other applicable law, or the threat of any such action; (vi) of the  issuance by the Commission, the OTS or any authority of any stop order suspending the effectiveness of the Registration Statement or of the  initiation or threat of initiation or threat of any proceedings for that purpose; or (vii) of the occurrence of any event mentioned in paragraph (h)  below. The Company and the Bank will make every reasonable effort (i) to prevent the issuance by the Commission, the OTS or any other state

15







authority of any such order and, (ii) if any such order shall at any time be issued, to obtain the lifting thereof at the earliest possible time.

(g) The Company and the Bank will deliver to the Agent and to its counsel two conformed copies of the Registration Statement, the Form AC or  the Holding Company Application, as originally filed and of each amendment or supplement thereto, including all exhibits. Further, the Company  and the Bank will deliver such additional copies of the foregoing documents to counsel to the Agent as may be required for any FINRA filings.

(h) The Company and the Bank will furnish to the Agent, from time to time during the period when the Prospectus (or any later prospectus related  to this offering) is required to be delivered under the 1933 Act or the 1934 Act, such number of copies of such Prospectus (as amended or  supplemented) as the Agent may reasonably request for the purposes contemplated by the 1933 Act, the 1933 Act Regulations, the 1934 Act or  the rules and regulations promulgated under the 1934 Act (the 1934 Act Regulations). The Company authorizes the Agent to use the Prospectus  (as amended or supplemented, if amended or supplemented) in any lawful manner contemplated by the Plan in connection with the sale of the  Shares by the Agent.

(i) The Company and the Bank will comply with any and all material terms, conditions, requirements and provisions with respect to the Offering  imposed by the Commission, the OTS or the Conversion Regulations, and by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934  Act Regulations to be complied with prior to or subsequent to the Closing Date and when the Prospectus is required to be delivered, and during  such time period the Company and the Bank will comply, at their own expense, with all material requirements imposed upon them by the  Commission, the OTS or the Conversion Regulations, and by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations,  including, without limitation, Rule 10b-5 under the 1934 Act, in each case as from time to time in force, so far as necessary to permit the  continuance of sales or dealing in the Common Shares during such period in accordance with the provisions hereof and the Prospectus. The  Company will comply with all undertakings contained in the Registration Statement.

(j) If, at any time during the period when the Prospectus is required to be delivered, any event relating to or affecting the Company or the Bank  shall occur, as a result of which it is necessary or appropriate, in the opinion of counsel for the Company or in the reasonable opinion of the  Agent's counsel, to amend or supplement the Registration Statement or Prospectus in order to make the Registration Statement or Prospectus not  misleading in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, the Company will immediately so inform the  Agent and prepare and file, at its own expense, with the Commission and the OTS, and furnish to the Agent a reasonable number of copies, of an  amendment or amendments of, or a supplement or supplements to, the Registration Statement or Prospectus (in form and substance reasonably  satisfactory to the Agent and its counsel after a reasonable time for review) which will amend or supplement the Registration Statement or  Prospectus so that as amended or supplemented it will not contain an untrue statement of a material fact or omit to state a material fact necessary  in order to make the statements therein, in light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading.  For the purpose of this Agreement, the Company will timely furnish to the Agent such information with respect to itself and the Bank as the Agent  may from time to time reasonably request.

(k) The Company and the Bank will take all necessary actions in cooperating with the Agent and furnish to whomever the Agent may direct such  information as may be required to qualify or register the Shares for offering and sale by it or to exempt such Shares from registration, or to exempt  the Company as a broker-dealer and its officers, directors and employees as broker-dealers or agents under the applicable securities or blue sky  laws of such jurisdictions in which the Shares are required under the Conversion Regulations to be sold or as the Agent and the Company may  reasonably agree upon; provided, however, that the Company shall not be obligated to file any general consent to service of

16







process, to qualify to do business in any jurisdiction in which it is not so qualified, or to register its directors or officers as brokers, dealers,  salesmen or agents in any jurisdiction. In each jurisdiction where any of the Shares shall have been qualified or registered as above provided, the  Company will make and file such statements and reports in each fiscal period as are or may be required by the laws of such jurisdiction.

(l) The liquidation account for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders will be duly established and  maintained in accordance with the requirements of the Conversion Regulations, and such Eligible Account Holders and Supplemental Eligible  Account Holders who continue to maintain their savings accounts in the Bank will have an inchoate interest in their pro rata portion of the  liquidation account, which shall have a priority superior to that of the holders of the Common Stock in the event of a complete liquidation of the  Bank.

(m) The Company and the Bank will not sell or issue, contract to sell or otherwise dispose of, for a period of 90 days after the Closing Date, without  the Agent's prior written consent, any of their shares of their common stock, other than the Common Shares or other than in connection with any  plan or arrangement described in the Prospectus.

(n) The Company will register its common stock under Section 12(b) of the 1934 Act. The Company shall maintain the effectiveness of such  registration for not less than three years from the time of effectiveness or such shorter period as may be required by the OTS.

(o) During the period during which the Common Shares are registered under the 1934 Act or for three years from the date hereof, whichever period  is greater, the Company will furnish to its shareholders as soon as practicable after the end of each fiscal year an annual report of the Company  (including a consolidated balance sheet and statements of consolidated income, shareholders' equity and cash flows of the Company and its  subsidiaries as at the end of and for such year, certified by independent public accountants in accordance with Regulation S-X under the 1933 Act  and the 1934 Act) and make available as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the  first fiscal quarter ending after the effective time of the Registration Statement) financial information of the Company and its subsidiaries for such  quarter in reasonable detail.

(p) During the period of three years from the date hereof, the Company will furnish to the Agent: (i) as soon as practicable after such information is  publicly available, a copy of each report of the Company furnished to or filed with the Commission under the 1934 Act or any national securities  exchange or system on which any class of securities of the Company is listed or quoted (including, but not limited to, reports on Forms 10-K, 10-Q  and 8-K and all proxy statements and annual reports to stockholders), (ii) a copy of each other non-confidential report of the Company mailed to its  shareholders or filed with the Commission, the OTS or any other supervisory or regulatory authority or any national securities exchange or system  on which any class of securities of the Company is listed or quoted, each press release and material news items and additional documents and  information with respect to the Company or the Bank as the Agent may reasonably request; and (iii) from time to time, such other nonconfidential  information concerning the Company or the Bank as the Agent may reasonably request.

(q) The Company and the Bank will use the net proceeds from the sale of the Shares in the manner set forth in the Prospectus under the caption  Use of Proceeds.

(r) Other than as permitted by the Conversion Regulations, the HOLA, the 1933 Act, the 1933 Act Regulations and the rules and regulations and  the laws of any state in which the Shares are registered or qualified for sale or exempt from registration, the Company will not distribute any  prospectus, offering circular or other offering material in connection with the offer and sale of the Shares.

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(s) The Company will make generally available to its security holders as soon as practicable, but not later than 60 days after the close of the period  covered thereby, an earnings statement (in form complying with the provisions of Rule 158 of the 1933 Act Regulations) covering a twelve-month  period beginning not later than the first day of the Company's fiscal quarter next following the effective date (as defined in such Rule 158) of the  Registration Statement.

(t) The Company will use its best efforts to obtain and maintain a listing of the Common Shares on the Nasdaq Capital Market on or prior to the  Closing Date.

(u) The Bank will maintain appropriate arrangements for depositing all funds received from persons mailing or delivering subscriptions for or  orders to purchase Shares in the Offering with the Bank or another financial institution whose deposits are insured by the FDIC, on an interest- bearing basis at the rate described in the Prospectus until the Closing Date and satisfaction of all conditions precedent to the release of the  Company's or the Bank's obligation to refund payments received from persons subscribing for or ordering Shares in the Offering in accordance  with the Plan and as described in the Prospectus or until refunds of such funds have been made to the persons entitled thereto or withdrawal  authorizations canceled in accordance with the Plan and as described in the Prospectus. The Bank will maintain such records of all funds received  to permit the funds of each subscriber to be separately insured by the FDIC (to the maximum extent allowable) and to enable the Bank to make the  appropriate refunds of such funds in the event that such refunds are required to be made in accordance with the Plan and as described in the  Prospectus.

(v) The Company will report the use of proceeds of the Offering in accordance with Rule 463 under the 1933 Act.

(w) The Company will promptly take all necessary action to register as savings and loan holding company under the HOLA.

(x) The Company and the Bank will take such actions and furnish such information as are reasonably requested by the Agent in order for the  Agent to ensure compliance with the FINRA Rule 2790.

(y) Neither the Company nor the Bank, will amend the Plan without notifying the Agent and the Agent's counsel prior thereto.

(z) The Company shall assist the Agent, if necessary, in connection with the allocation of the Shares in the event of an oversubscription and shall  provide the Agent with any information necessary to assist the Company in allocating the Shares in such event and such information shall be  accurate and reliable in all material respects.

(aa) Prior to the Closing Date, the Company will inform the Agent of any event or circumstances of which it is aware as a result of which the  Registration Statement and/or Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact or omit to state  a material fact necessary in order to make the statements therein not misleading.

(bb) The Company will not deliver the Shares until the Company and the Bank have satisfied or caused to be satisfied each condition set forth in  Section 8 hereof, unless such condition is waived in writing by the Agent.

(cc) Subsequent to the date the Registration Statement is declared effective by the Commission and prior to the Closing Date, except as otherwise  may be indicated or contemplated therein or set forth in an amendment or supplement thereto, neither the Company nor the Bank will have: (i)  issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money, except

18







borrowings from the same or similar sources indicated in the Prospectus in the ordinary course of its business, or (ii) entered into any transaction  which is material in light of the business and properties of the Company and the Bank, taken as a whole.

(dd) The Company shall use its best efforts to ensure that the Foundation submits, within the time frames required by applicable law, a request to  the Internal Revenue Service to be recognized as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code, as amended. The  Company will not take any action which will result in the possible loss of the Foundation's tax exempt status.

(ee) Until the Closing Date, the Company and the Bank will conduct their businesses in compliance in all material respects with all applicable  federal and state laws, rules, regulations, decisions, directives and orders, including all decisions, directives and orders of the Commission, the  FDIC and the OTS.

(ff) The Company and the Bank shall comply in all material respects with any and all terms, conditions, requirements and provisions with respect to  the Offering imposed by the OTS, the Conversion Regulations, the Commission, the 1933 Act and the 1933 Act Regulations, the 1934 Act and the  1934 Act Regulations to be complied with subsequent to the Closing Date. The Company will comply with all provisions of all undertakings  contained in the Registration Statement.

(gg) The facts and representations provided to Kilpatrick Stockton LLP by the Bank and the Company and upon which Kilpatrick Stockton LLP  will base its opinion under Section 8(c)(1) are and will be truthful, accurate and complete.

(hh) The Company and the Bank will not distribute any offering material in connection with the Offering except for the Prospectus and any  supplemental sales material that has been filed with the Registration Statement and the Form AC and authorized for use by the Commission and the  OTS. The information contained in any supplemental sales material (in addition to the supplemental sales material filed as an exhibit to the  Registration Statement and the Form AC) shall not conflict with the information contained in the Registration Statement and the Prospectus.

(ii) The Company will comply with all applicable provisions of the Sarbanes-Oxley Act of 2002 and all applicable rules, regulations, guidelines and  interpretations promulgated thereunder by the Commission.

Section 7. Payment of Expenses. Whether or not the Conversion is completed or the sale of the Shares by the Company is consummated, the  Company and the Bank jointly and severally agree to pay or reimburse the Agent for: (a) all filing fees in connection with all filings related to the  Conversion with the FINRA; (b) any stock issue or transfer taxes which may be payable with respect to the sale of the Shares; (c) subject to  Section 2(d), all expenses of the Conversion, including but not limited to the Agent's attorneys' fees and expenses, blue sky fees, transfer agent,  registrar and other agent charges, fees relating to auditing and accounting or other advisors and costs of printing all documents necessary in  connection with the Offering. In the event the Company is unable to sell the minimum number of shares necessary to complete the Conversion or  the Conversion is terminated or otherwise abandoned, the Company and the Bank shall promptly reimburse the Agent in accordance with Section  2(d) hereof.

In the event that the Agent incurs any expenses on behalf of the Company or the Bank that are customarily borne by the issuer, the Company and  the Bank will pay or reimburse the Agent for such expenses regardless of whether the Offering is successfully completed, and such  reimbursements will not be included in the expense limitations set forth in Section 2(d) hereof. The Company and the Bank acknowledge, however,  that such limitations may be increased by the mutual consent of the Bank and Agent in the event of delay in the Offering requiring the Agent to  utilize a Syndicated Community Offering, a delay as a result of circumstances requiring material additional work by Agent or its counsel

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or an update of the financial information in tabular form contained in the Prospectus for a period later than [December 31, 2009] . Not later than  two days prior to the Closing Date, the Agent will provide the Company with an accounting of all reimbursable expenses to be paid at the Closing  in next day funds. In the event the Bank determines to abandon or terminate the Conversion prior to Closing, payment of such expenses shall be  made in next day funds on the date such determination is made.

Section 8. Conditions to the Agent's Obligations. The obligations of the Agent hereunder, as to the Shares to be delivered at the Closing Date, are  subject, to the extent not waived in writing by the Agent, to the condition that all representations and warranties of the Company and the Bank,  herein are, at and as of the commencement of the Offering and at and as of the Closing Date, true and correct in all material respects, the condition  that the Company and the Bank shall have performed all of its obligations hereunder to be performed on or before such dates, and to the following  further conditions:

(a) At the Closing Date, the Company and the Bank shall have conducted the Conversion in all material respects in accordance with the Plan, the  Conversion Regulations, the applicable laws of Tennessee, and all other applicable laws, regulations, decisions and orders, including all terms,  conditions, requirements and provisions precedent to the Conversion imposed upon them by the OTS.

(b) The Registration Statement shall have been declared effective by the Commission and the Form AC and Holding Company Application shall  have been approved by the OTS not later than 5:30 p.m. on the date of this Agreement, or with the Agent's consent at a later time and date; and at  the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or  proceedings therefore initiated or threatened by the Commission or any state authority, and no order or other action suspending the authorization  of the Prospectus or the consummation of the Conversion shall have been issued or proceedings therefore initiated or, to the Company's or the  Bank's knowledge, threatened by the Commission, the OTS, the FDIC or any other state authority.

(c) At the Closing Date, the Agent shall have received:

(1) The favorable opinion, dated as of the Closing Date and addressed to the Agent and for its benefit, of Kilpatrick Stockton LLP special counsel  for the Company and the Bank in form and substance to the effect that:

(i) The Company has been duly incorporated and is validly existing as a corporation under the laws of the State of Tennessee.

(ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Form  AC, the Registration Statement, the Prospectus and the General Disclosure Package.

(iii) The Bank is a validly existing federally-chartered savings bank in mutual form and immediately following the completion of the Conversion will  be a validly-existing federally-chartered savings bank in stock form and, in both instances duly authorized to conduct its business and own its  property as described in the Registration Statement and the Prospectus. All of the outstanding capital stock of the Bank, upon completion of the  Conversion, will be duly authorized and, upon payment therefor, validly issued, fully-paid and non-assessable and will be owned by the Company,  free and clear of any liens, encumbrances, claims or other restrictions.

(iv) The Bank is a member of the FHLB-Cincinnati. The deposit accounts of the Bank are insured by the FDIC up to the maximum amount allowed  under law and no proceedings for the termination or revocation of such insurance are pending or threatened. The description of the liquidation  account as set forth in the Prospectus under the caption The Conversion and Stock Offering — Effects of

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Conversion to Stock Form — Liquidation Account, to the extent that such information constitutes matters of law and legal conclusions, has been  reviewed by such counsel and is accurately described in all material respects.

(v) The only subsidiaries of the Bank are Southland Finance, Inc., Ti-Serv, Inc. and Valley Title Services, LLC. The operations of the Subsidiaries  are not material to financial condition, results of operations, capital, properties or business prospects of the Company and the Bank, taken as a  whole. The Subsidiaries have been duly organized and are validly existing as corporations in good standing under the laws of Tennessee, have full  corporate power and authority to own, lease and operate their properties and to conduct their respective businesses as described in the  Registration Statement and Prospectus, and are duly qualified as foreign corporations to transact business and are in good standing in each  jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except  where the failure to so qualify would not have a Material Adverse Effect. Each Subsidiary has obtained all licenses, permits and other  governmental authorizations required for the conduct of their businesses and all such licenses, permits and other governmental authorizations are  in full force and effect and the Subsidiaries are in all material respects complying therewith; the activities of the Subsidiaries are permitted to  subsidiaries of a federally chartered savings bank by the rules, regulations and practices of the Federal Deposit Insurance Corporation (FDIC)  and the OTS in the case of the Bank; all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly  issued, is fully paid and non-assessable and is owned by the Bank, free and clear of any security interest, mortgage, pledge, lien, encumbrance or  legal or equitable claim; and there are no warrants, options or rights of any kind to acquire shares of capital stock of any Subsidiary.

(vi) The Foundation has been duly organized and is validly existing as a non-stock corporation in good standing under the laws of the State of  Delaware with corporate power and authority to conduct its business as described in the Prospectus; to the knowledge of Company and the  Agent, all approvals required to establish the Foundation and to contribute the Foundation Shares thereto have been obtained as described in the  Prospectus; except as specifically disclosed in the Prospectus and the Proxy Statement, there are no agreements and/or understandings, written or  oral or otherwise, between any of the Company, the Agent and the Foundation with respect to the control, directly or indirectly, over the voting  and the acquisition or disposition of the shares of Common Stock to be contributed by the Company to the Foundation; the Foundation Shares to  be issued to the Foundation in accordance with the Plan and as described in the Prospectus will have been duly and validly authorized for  issuance and, when issued and contributed by the Company pursuant to the Plan, will be duly authorized and validly issued and fully paid and  non-assessable. Upon issuance of the Foundation Shares, good title to the Foundation Shares will be transferred from the Company to the  Foundation, subject to such claims as may be asserted against the Foundation by third-party claimants.

(vii) The authorized equity capital of the Company consists of shares of common stock and shares of preferred stock. Immediately following the  consummation of the Offering and the issuance of the Foundation Shares to the Foundation, the authorized, issued and outstanding Common  Shares of the Company will be within the range set forth in the Prospectus under the caption Capitalization, and no shares of capital stock of the  Company have been issued prior to the Closing Date; at the time of the Offering, the Common Shares subscribed for pursuant to the Conversion  will have been duly and validly authorized for issuance, and when issued and delivered by the Company pursuant to the Plan against payment of  the consideration calculated as set forth in the Plan and Prospectus, will be duly and validly issued and fully paid and non-assessable, except for  shares purchased by the ESOP with funds borrowed from the Company and shares issued and contributed to the Foundation by the Company to  the extent payment therefor in cash has not been received by the Company; except to the extent that subscription rights and priorities pursuant  thereto exist pursuant to the Plan, the issuance of the Shares is not subject to preemptive rights (other than subscription rights as provided in the  Plan) and the terms and provisions of the Shares conform in all material respects to the description thereof contained in the

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Prospectus. The Shares will not, when issued, be subject to any liens, charges, encumbrances or other claims created by the Company.

(viii) The Company and the Bank have full corporate power and authority to enter into this Agreement and to consummate the transactions  contemplated thereby and by the Plan. The execution and delivery of this Agreement and the consummation of the Offering, including the  establishment of the Foundation and the issuance of shares to the Foundation, have been duly and validly authorized by all necessary action on  the part of the Company and the Bank; and this Agreement is a valid and binding obligation of the Company and the Bank, enforceable against the  Company and the Bank, in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency,  reorganization, moratorium, conservatorship, receivership or other similar laws now or hereafter in effect relating to or affecting the enforcement of  creditors' rights generally or the rights of creditors of federally chartered savings institutions or holding companies as applicable, (ii) general  equitable principles, (iii) laws relating to the safety and soundness of insured depository institutions, and (iv) applicable law or public policy with  respect to the indemnification and/or contribution provisions contained herein and except that no opinion need be expressed as to the effect or  availability of equitable remedies or injunctive relief (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(ix) The Form AC and the Holding Company Application have been approved by the OTS, the Prospectus has been authorized for use by the OTS,  and the acquisition by the Company of all of the issued and outstanding capital stock of the Bank has been approved by the OTS and no action  has been taken, and none is pending or threatened, to revoke any such authorization or approval.

(x) To such counsel's knowledge, the OTS's approval or non-objection of the Plan remains in full force and effect; each of the Form AC, the  Holding Company Application, and Plan comply in all material respects with the regulations of the OTS (other than the financial statements, notes  to financial statements, stock valuation information and other financial, tabular and statistical data included therein, as to which no opinion need  be rendered). Such counsel has been advised by the OTS staff and Commission staff that no order has been issued by any other state authority, to prevent the Conversion or the offer, sale or issuance of the Shares, or to suspend the Offering or the use of the Prospectus, and no action for such  purposes has been instituted or, to the knowledge of such counsel, threatened by the OTS, the Commission or any other state authority; and, to  the knowledge of such counsel, no person has sought to obtain regulatory or judicial review of the final action of the OTS approving the Plan, the  Form AC, the Holding Company Application or the Prospectus or to otherwise prevent the Conversion or the offer, sale or issuance of the Shares.

(xi) The Plan has been duly adopted by the required vote of the directors of the Company and the Bank and by the required vote of the Bank's  members.

(xii) Subject to the satisfaction of the conditions to the OTS's approval of the Conversion and the Holding Company Application, no further  approval, registration, authorization, consent or other order of any federal regulatory agency is required in connection with the execution and  delivery of this Agreement, the consummation of the Conversion and the issuance of the Shares, including the issuance of shares to the  Foundation, except as may be required under the securities or blue sky laws of various jurisdictions (as to which no opinion need be rendered) and  except as may be required under the rules and regulations of the FINRA (as to which no opinion need be rendered).

(xiii) The Registration Statement is effective under the 1933 Act; and any required filing of the Prospectus and any Permitted Free Writing  Prospectus pursuant to Rule 424(b) or Rule 433 has been made within the time period required by Rule 424(b) or Rule 433; and no stop order  suspending the effectiveness has been issued under the 1933 Act or proceedings therefor initiated or, to such counsel's Actual Knowledge,  threatened by the Commission.

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(xiv) At the time the Form AC, including the Prospectus contained therein, was approved by the OTS, the Form AC, including the Prospectus  contained therein, complied as to form in all material respects with the requirements of the Conversion Regulations except as waived or otherwise  approved by the OTS (other than the financial statements, the notes thereto, and other tabular, financial, statistical and appraisal data included  therein, as to which no opinion need be rendered).

(xv) At the time the Holding Company Application was approved by the OTS, the Holding Company Application complied as to from in all material  respects with the requirements and the rules and regulations of the OTS (except as waived or otherwise approved by the OTS, and other than the  financial statement, the notes thereto, and other tabular, financial, statistical and appraisal data included therein, as to which no opinion need be  rendered).

(xvi) At the time that the Registration Statement became effective, (i) the Registration Statement (as amended or supplemented, if so amended or  supplemented) (other than the financial statements, the notes thereto, and other tabular, financial, statistical and appraisal data included therein, as  to which no opinion need be rendered), complied as to form in all material respects with the requirements of the 1933 Act and the 1933 Act  Regulations, and (ii) the Prospectus (other than the financial statements, the notes thereto, and other tabular, financial, statistical and appraisal  data included therein, as to which no opinion need be rendered) complied as to form in all material respects with the requirements of the 1933 Act  and the 1933 Act Regulations.

(xvii) The terms and provisions of the shares of common stock of the Company conform, in all material respects, to the description thereof  contained in the Registration Statement, the General Disclosure Package and Prospectus, and the form of certificate used to evidence the Shares  complies with applicable laws.

(xviii) There are no legal or governmental proceedings pending or threatened (i) asserting the invalidity of this Agreement, (ii) seeking to prevent  the Conversion or the offer, sale or issuance of the Shares, including the establishment of the Foundation and the issuance of shares thereto, or  (iii) which are required to be disclosed in the Registration Statement and Prospectus, other than those disclosed therein.

(xix) Neither the Company nor the Bank are required to be registered as an investment company under the Investment Company Act of 1940.

(xx) Neither the Company nor the Bank is in violation of any directive from the OTS or the FDIC to make any material change in the method of  conducting its respective business.

(xxi) There are no material contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or  referred to in the Form AC, the Registration Statement, the General Disclosure Package or the Prospectus or required to be filed as exhibits thereto  other than those described or referred to therein or filed as exhibits thereto in the Form AC, the Registration Statement, the General Disclosure  Package or the Prospectus. The description in the Form AC, the Registration Statement, the General Disclosure Package and the Prospectus of  such documents and exhibits is accurate in all material respects and fairly presents the information required to be shown.

(xxii) Except as waived or otherwise approved by the OTS, the Plan complies in all material respects with all applicable federal law, rules,  regulations, decisions and orders including, but not limited to, the Conversion Regulations; the Conversion, including the establishment of the  Foundation and the issuance of shares thereto, has been effected by the Company's and the Bank in all material respects in accordance with the  Conversion Regulations and the OTS approvals issued thereunder; no order has been issued by the OTS, the Commission, the FDIC, or any state  authority to suspend the Offering or the use of the Prospectus, and no action for such purposes has been instituted or threatened by the OTS, the  Commission, the FDIC, or any other state authority and, to such counsel's Actual

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Knowledge, no person has sought to obtain regulatory or judicial review of the final action of the OTS approving the Plan, the Form AC, the  Holding Company Application or the Prospectus.

(xxiii) The Company, and the Bank have obtained all licenses, permits and other governmental authorizations currently required for the conduct of  their businesses as described in the Registration Statement, and all such licenses, permits and other governmental authorizations are in full force  and effect, and the Company and the Bank are in all material respects complying therewith.

(xxiv) Neither the Company nor the Bank is in violation of its Charter and Bylaws or in default or violation of any obligation, agreement, covenant  or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or  its property may be bound, except for such defaults or violations which would not have a material adverse impact on the financial condition or  results of operations of the Company and the Bank on a consolidated basis; the execution and delivery of this Agreement, the incurrence of the  obligations herein set forth and the consummation of the transactions contemplated herein will not, in any material respect, conflict with or  constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of  the Company or the Bank pursuant to any material contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the  Company or the Bank is a party or by which any of them may be bound, or to which any of the property or assets of the Company or the Bank are  subject; and such action will not result in any violation of the provisions of the Charter or Bylaws of the Company or the Bank, or result, in any  material respect, in any violation of any applicable federal or state law, act, regulation (except that no opinion with respect to the securities and  blue sky laws of various jurisdictions or the rules or regulations of the FINRA need be rendered) or order or court order, writ, injunction or decree.

(xxv) The Company's Charter and Bylaws comply in all material respects with the laws of the State of Tennessee. The Bank's Charter and Bylaws  each comply in all material respects with the laws of the United States of America.

(xxvi) The information in the Prospectus under the captions Regulation and Supervision, Federal and State Taxation, The Conversion and  Stock Offering, Restrictions on the Acquisition of Athens Bancshares Corporation and Athens Federal Community Bank, Description of  Athens Bancshares Corporation Capital Stock and Athens Federal Foundation, to the extent that such information constitutes matters of law,  summaries of legal matters, documents or proceedings, or legal conclusions, has been reviewed by such counsel and is accurate in all material  respects. The description of the Offering process in the Prospectus under the caption The Conversion and Stock Offering to the extent that such  information constitutes matters of law, summaries of legal matters, documents or proceedings, or legal conclusions, has been reviewed by such  counsel and fairly describes such process in all material respects. The descriptions in the Prospectus of statutes or regulations are accurate  summaries and fairly present, in all material respects, the information required to be shown. The information under the caption The Conversion  and Stock Offering — Material Income Tax Consequences has been reviewed by such counsel and fairly describes the federal and state tax  opinions rendered by them and Hazlett, Lewis & Bieter, PLLC, respectively, to the Company and the Bank with respect to such matters.

In addition, such counsel shall state that during the preparation of the Form AC, the Holding Company Application, the Registration Statement,  the Prospectus and the General Disclosure Package, they participated in conferences with certain officers of, the independent public and internal  accountants for, and other representatives of, the Company and the Bank, at which conferences the contents of the Form AC, the Holding  Company Application, the Registration Statement, the Prospectus and the General Disclosure Package and related matters were discussed and,  while such counsel have not confirmed the accuracy or completeness of or otherwise verified the information contained in the Form AC, the  Holding Company Application, the Registration Statement or the Prospectus or the General Disclosure Package and do not assume any  responsibility for such information, based upon such conferences and a review of

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documents deemed relevant for the purpose of rendering their opinion (relying as to materiality as to factual matters on certificates of officers and  other factual representations by the Company), nothing has come to their attention that would lead them to believe that the Form AC, the Holding  Company Application, the Registration Statement, the Prospectus, the General Disclosure Package or any amendment or supplement thereto as of  the Applicable Time (other than the financial statements, the notes thereto, and other tabular, financial, statistical and appraisal data included  therein as to which no view need be rendered) contained an untrue statement of a material fact or omitted to state a material fact required to be  stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

In giving such opinion, such counsel may rely as to all matters of fact on certificates of officers or directors of the Company and the Bank and  certificates of public officials. Such counsel's opinion shall be limited to matters governed by federal laws and by the laws of Tennessee and with  respect to enforceablity, New York law, and may add other qualifications and explanations on the basis of this opinion as may be reasonably  acceptable to the Agent.

(d) A Blue Sky Memorandum from Kilpatrick Stockton LLP relating to the Offering, including Agent's participation therein, and should be  furnished to the Agent with a copy thereof addressed to Agent or upon which Kilpatrick Stockton LLP shall state the Agent may rely. The Blue  Sky Memorandum will relate to the necessity of obtaining or confirming exemptions, qualifications or the registration of the Shares under  applicable state securities law.

(e) At the Closing Date, the Agent shall receive a certificate of the Chief Executive Officer and the Chief Financial Officer of the Company in form  and substance reasonably satisfactory to the Agent's Counsel, dated as of such Closing Date, to the effect that: (i) they have carefully examined  the Prospectus and, in their opinion, at the time the Prospectus became authorized for final use, the Prospectus did not contain any untrue  statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under  which they were made, not misleading; (ii) since the date the Prospectus became authorized for final use, no event has occurred which should have  been set forth in an amendment or supplement to the Prospectus which has not been so set forth, including specifically, but without limitation, any  material adverse change in the condition, financial or otherwise, or in the earnings, capital, properties or business of the Company or the Bank and  the conditions set forth in this Section 8 have been satisfied; (iii) since the respective dates as of which information is given in the Registration  Statement, the General Disclosure Package and the Prospectus, there has been no material adverse change in the condition, financial or otherwise,  or in the earnings, capital, properties or business of the Company or the Bank independently, or of the Company and the Bank considered as one  enterprise, whether or not arising in the ordinary course of business; (iv) the representations and warranties in Section 4 are true and correct with  the same force and effect as though expressly made at and as of the Closing Date; (v) the Company has complied in all material respects with all  agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the Closing Date and will comply in all material  respects with all obligations to be satisfied by them after the Closing Date; (vi) no stop order suspending the effectiveness of the Registration  Statement has been initiated or, to the best knowledge of the Company or the Bank, threatened by the Commission or any state authority; (vii) no  order suspending the Conversion, the Offering or the effectiveness of the Prospectus has been issued and no proceedings for that purpose are  pending or, to the best knowledge of the Company or the Bank, threatened by the OTS, the Commission, the FDIC, or any state authority; and  (viii) to the best knowledge of the Company or the Bank, no person has sought to obtain review of the final action of the OTS approving the  Conversion.

(f) Neither the Company or the Bank shall have sustained, since the date of the latest financial statements included in the Registration Statement,  the General Disclosure Package and Prospectus, any material loss or interference with its business from fire, explosion, flood or other calamity,  whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree,

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otherwise than as set forth in the Registration Statement and the Prospectus, and since the respective dates as of which information is given in the  Registration Statement and the Prospectus, there shall not have been any Material Adverse Effect on the financial condition, results of operations,  or business of the Company or the Bank that is in the Agent's reasonable judgment sufficiently material and adverse as to make it impracticable or  inadvisable to proceed with the Offering or the delivery of the Shares on the terms and in the manner contemplated in the Prospectus.

(g) Prior to and at the Closing Date: (i) in the reasonable opinion of the Agent, there shall have been no material adverse change in the financial  condition, results of operations or business of the Company and the Bank considered as one enterprise, from that as of the latest dates as of which  such condition is set forth in the Prospectus, other than transactions referred to or contemplated therein; (ii) neither the Company nor the Bank  shall have received from the OTS or the FDIC any direction (oral or written) to make any material change in the method of conducting their  business with which it has not complied (which direction, if any, shall have been disclosed to the Agent) or which materially and adversely would  affect the financial condition, results of operations or business of the Company and the Bank taken as a whole; (iii) neither the Company or the  Bank shall have been in default (nor shall an event have occurred which, with notice or lapse of time or both, would constitute a default) under any  provision of any agreement or instrument relating to any outstanding indebtedness; (iv) no action, suit or proceeding, at law or in equity or before  or by any federal or state commission, board or other administrative agency, not disclosed in the Prospectus, shall be pending or, to the  knowledge of the Company or the Bank, threatened against the Company or the Bank or affecting any of their properties wherein an unfavorable  decision, ruling or finding would materially and adversely affect the financial condition, results of operations or business of the Company and the  Bank taken as a whole; and (v) the Shares shall have been qualified or registered for offering and sale or exempted therefrom under the securities or  blue sky laws of the jurisdictions as the Agent shall have reasonably requested and as agreed to by the Company and the Bank.

(h) Concurrently with the execution of this Agreement, the Agent shall receive a letter from Hazlett, Lewis & Bieter, PLLC, dated as of the date  hereof and addressed to the Agent: (i) confirming that Hazlett, Lewis & Bieter, PLLC is a firm of independent registered public accountants within  the applicable rules of the Public Company Accounting Oversight Board (United States) and stating in effect that in its opinion the consolidated  financial statements and related notes of the Company as of December 31, 2008, and for each of the years in the three-year period ended December  31, 2008, and covered by their opinion included therein, and any other more recent unaudited financial statements included in the Prospectus  comply as to form in all material respects with the applicable accounting requirements and related published rules and regulations of the OTS and  the 1933 Act; (ii) stating in effect that, on the basis of certain agreed upon procedures (but not an audit in accordance with standards of the Public  Company Accounting Oversight Board (United States)) consisting of a reading of the latest available consolidated financial statements of the  Company prepared by the Company, a reading of the minutes of the meetings of the Board of Directors, Executive Committee and Audit Committee  of the Company and the Bank and consultations with officers of the Company and the Bank responsible for financial and accounting matters,  nothing came to their attention which caused them to believe that:

(A) audited consolidated financial statements and any unaudited interim financial statements included in the Prospectus are not in conformity with  the 1933 Act, applicable accounting requirements of the OTS and accounting principles generally accepted in the United States of America applied  on a basis substantially consistent with that of the audited consolidated financial statements included in the Prospectus; or

(B) during the period from the date of the latest financial statements included in the Prospectus to a specified date not more than three business  days prior to the date of the Prospectus, except as has been described in the Prospectus, there was any increase in borrowings of the Company,  other than normal deposit fluctuations for the Bank; or (C) there was any decrease in the net assets of the Company

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at the date of such letter as compared with amounts shown in the latest balance sheet included in the Prospectus; and (iii) stating that, in addition  to the audit referred to in their opinion included in the Prospectus and the performance of the procedures referred to in clause (ii) of this  subsection (h), they have compared with the general accounting records of the Company, which are subject to the internal controls of the  Company, the accounting system and other data prepared by the Company, directly from such accounting records, to the extent specified in such  letter, such amounts and/or percentages set forth in the Prospectus as the Agent may reasonably request; and they have found such amounts and  percentages to be in agreement therewith (subject to rounding).

(i) At the Closing Date, the Agent shall receive a letter dated the Closing Date, addressed to the Agent, confirming the statements made by Hazlett,  Lewis & Bieter, PLLC in the letter delivered by it pursuant to subsection (g) of this Section 8, the specified date referred to in clause (i) of  subsection (h) to be a date specified in the letter required by this subsection (h) which for purposes of such letter shall not be more than three  business days prior to the Closing Date.

(j) At the Closing Date, the Company shall receive a letter from Keller & Company, Inc., dated the Closing Date (i) confirming that said firm is  independent of the Company and the Bank and is experienced and expert in the area of corporate appraisals within the meaning of Title 12 of the  Code of Federal Regulations, Section 563b.200(b), (ii) stating in effect that the Appraisal prepared by such firm complies in all material respects  with the applicable requirements of Title 12 of the Code of Federal Regulations, and (iii) further stating that its opinion of the aggregate pro forma  market value of the Company including the Bank, as most recently updated, remains in effect.

(k) At or prior to the Closing Date, the Agent shall receive: (i) a copy of the letters from the OTS approving the Form AC, the Holding Company  Application and authorizing the use of the Prospectus and the establishment of the Foundation, including the issuance of shares thereto; (ii) a  copy of the orders from the Commission declaring the Registration Statement and the Exchange Act Registration Statement effective; (iii) a  certificate from the OTS evidencing the valid existence of the Company and the Bank; (iv) a certificate from the FDIC evidencing the Bank's  insurance of accounts; (v) a certificate from the FHLB-Cincinnati evidencing the Bank's membership therein; and (vi) a certified copy of the Bank's  Charter and Bylaws.

(l) Subsequent to the date hereof, there shall not have occurred any of the following; (i) a suspension or limitation in trading in securities generally  on the New York Stock Exchange (the NYSE) or in the over-the-counter market, or quotations halted generally on The Nasdaq Stock Market, or  minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required by either of such  exchanges or the Nasdaq Stock Market or by order of the Commission or any other governmental authority; (ii) a general moratorium on the  operations of commercial banks, or federal savings and loan associations or a general moratorium on the withdrawal of deposits from commercial  banks or federal savings and loan associations declared by federal or state authorities; (iii) the engagement by the United States in hostilities  which have resulted in the declaration, on or after the date hereof, of a national emergency or war; or (iv) a material decline in the price of equity or  debt securities if the effect of such a declaration or decline, in the Agent's reasonable judgment, makes it impracticable or inadvisable to proceed  with the Offering or the delivery of the Shares on the terms and in the manner contemplated in the Registration Statement and the Prospectus.

(m) At or prior to the Closing Date, counsel to the Agent shall have been furnished with such documents and opinions as they may reasonably  require for the purpose of enabling them to pass upon the sale of the Shares as herein contemplated and related proceedings or in order to  evidence the occurrence or completeness of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained;  and all proceedings taken by the Company and the Bank in connection with the sale of the Shares as herein contemplated shall be satisfactory in  form and substance to the Agent and its counsel.

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(n) All such opinions, certificates, letters and documents will be in compliance with the provisions hereof only if they are reasonably satisfactory  in form and substance to the Agent and to counsel for the Agent. Any certificate signed by an officer of the Company or the Bank and delivered  to the Agent or to counsel for the Agent shall be deemed a representation and warranty by the Company or the Bank, as the case may be, to the  Agent as to the statements made therein.

Section 9. Indemnification.

(a) The Company and the Bank jointly and severally agree to indemnify and hold harmless the Agent, its officers and directors, employees and  agents, and each person, if any, who controls the Agent within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, against  any and all loss, liability, claim, damage or expense whatsoever (including, but not limited to, settlement expenses), joint or several, that the Agent  or any of them may suffer or to which the Agent and any such persons may become subject under all applicable federal or state laws or otherwise,  and to promptly reimburse the Agent and any such persons upon written demand for any expense (including all fees and disbursements of  counsel) incurred by the Agent or any of them in connection with investigating, preparing or defending any actions, proceedings or claims  (whether commenced or threatened) to the extent such losses, claims, damages, liabilities or actions: (i) arise out of or are based upon any untrue  statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), the  General Disclosure Package, any Issuer-Represented Limited-Use Free Writing Prospectus, preliminary or final Prospectus (or any amendment or  supplement thereto), the Form AC (or any amendment or supplement thereto), the Holding Company Application (or any amendment or  supplement thereto) or any instrument or document executed by the Company or the Bank or based upon written information supplied by the  Company filed in any state or jurisdiction to register or qualify any or all of the Shares or to claim an exemption therefrom or provided to any state  or jurisdiction to exempt the Company or the Bank as a broker-dealer or its officers, directors and employees as broker-dealers or agents, under the  securities laws thereof (collectively, the Blue Sky Application), or any document, advertisement, oral statement or communication (Sales  Information) prepared, made or executed by or on behalf of the Company or the Bank with its consent and based upon written or oral information  furnished by or on behalf of the Company or the Bank, whether or not filed in any jurisdiction, in order to qualify or register the Shares or to claim  an exemption therefrom under the securities laws thereof; (ii) arise out of or are based upon the omission or alleged omission to state in any of the  foregoing documents or information a material fact required to be stated therein or necessary to make the statements therein, in light of the  circumstances under which they were made, not misleading; or (iii) arise from any theory of liability whatsoever relating to or arising from or based  upon the Registration Statement (or any amendment or supplement thereto), preliminary or final Prospectus (or any amendment or supplement  thereto), the General Disclosure Package, any Issuer-Represented Limited-Use Free Writing Prospectus, the Form AC (or any amendment or  supplement thereto) the Holding Company Application (or any amendment or supplement thereto), any Blue Sky Application or Sales Information  or other documentation distributed in connection with the Conversion; provided, however, that no indemnification is required under this  paragraph (a) to the extent such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue material statement or  alleged untrue material statement in, or material omission or alleged material omission from, the Registration Statement (or any amendment or  supplement thereto), preliminary or final Prospectus (or any amendment or supplement thereto), the General Disclosure Package, any Issuer- Represented Limited-Use Free Writing Prospectus, the Form AC, the Holding Company Application, any Blue Sky Application or Sales  Information made in reliance upon and in conformity with information furnished in writing to the Company, by the Agent or its counsel regarding  the Agent, and provided, that it is agreed and understood that the only information furnished in writing to the Company, by the Agent regarding  the Agent is set forth in the Prospectus under the caption The Conversion and Stock Offering — Marketing Arrangements; and, provided  further, that such indemnification shall be limited to the extent prohibited by the Commission, the OTS, the FDIC and the Board of Governors of the  Federal Reserve System.

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(b) The Agent agrees to indemnify and hold harmless the Company and the Bank, their directors and officers and each person, if any, who controls  the Company or the Bank within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act against any and all loss, liability, claim,  damage or expense whatsoever (including but not limited to settlement expenses), joint or several, which they, or any of them, may suffer or to  which they, or any of them may become subject under all applicable federal and state laws or otherwise, and to promptly reimburse the Company,  the Bank, and any such persons upon written demand for any expenses (including reasonable fees and disbursements of counsel) incurred by  them, or any of them, in connection with investigating, preparing or defending any actions, proceedings or claims (whether commenced or  threatened) to the extent such losses, claims, damages, liabilities or actions: (i) arise out of or are based upon any untrue statement or alleged  untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), the Form AC (or any  amendment or supplement thereto), the Holding Company Application, the preliminary or final Prospectus (or any amendment or supplement  thereto), any Blue Sky Application or Sales Information, (ii) are based upon the omission or alleged omission to state in any of the foregoing  documents a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which  they were made, not misleading, or (iii) arise from any theory of liability whatsoever relating to or arising from or based upon the Registration  Statement (or any amendment or supplement thereto), preliminary or final Prospectus (or any amendment or supplement thereto), the Form AC (or  any amendment or supplement thereto), the Holding Company Application, or any Blue Sky Application or Sales Information or other  documentation distributed in connection with the Offering; provided, however, that the Agent's obligations under this Section 9(b) shall exist only if and only to the extent that such untrue statement or alleged untrue statement was made in, or such material fact or alleged material fact was  omitted from, the Registration Statement (or any amendment or supplement thereto), the preliminary or final Prospectus (or any amendment or  supplement thereto), the Form AC (or any amendment or supplement thereto), the Holding Company Application, any Blue Sky Application or  Sales Information in reliance upon and in conformity with information furnished in writing to the Company or the Bank, by the Agent or its counsel  regarding the Agent, and provided, that it is agreed and understood that the only information furnished in writing to the Company or the Bank, by  the Agent regarding the Agent is set forth in the Prospectus under the caption The Conversion and Stock Offering — Marketing Arrangements.

(c) Each indemnified party shall give prompt written notice to each indemnifying party of any action, proceeding, claim (whether commenced or  threatened), or suit instituted against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall  not relieve it from any liability which it may have on account of this Section 9 or otherwise. An indemnifying party may participate at its own  expense in the defense of such action. In addition, if it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly  with any other indemnifying parties receiving such notice, may assume defense of such action with counsel chosen by it and approved by the  indemnified parties that are defendants in such action, unless such indemnified parties reasonably object to such assumption on the ground that  there may be legal defenses available to them that are different from or in addition to those available to such indemnifying party. If an indemnifying  party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified  parties incurred thereafter in connection with such action, proceeding or claim, other than reasonable costs of investigation. In no event shall the  indemnifying parties be liable for the fees and expenses of more than one separate firm of attorneys (and any special counsel that said firm may  retain) for each indemnified party in connection with any one action, proceeding or claim or separate but similar or related actions, proceedings or  claims in the same jurisdiction arising out of the same general allegations or circumstances.

Section 10. Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in  Section 9 is due in accordance with its terms but is for any reason held by a court to be unavailable from the Company, the Bank or the Agent, the  Company, the Bank and the Agent shall contribute to the aggregate losses, claims, damages and liabilities

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(including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or  proceeding, but after deducting any contribution received by the Company, the Bank or the Agent from persons other than the other parties  thereto, who may also be liable for contribution) in such proportion so that the Agent is responsible for that portion represented by the percentage  that the fees paid to the Agent pursuant to Section 2 of this Agreement (not including expenses) bears to the gross proceeds received by the  Company from the sale of the Shares in the Offering, and the Company and the Bank shall be responsible for the balance. If, however, the  allocation provided above is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by  such indemnified party in such proportion as is appropriate to reflect not only such relative fault of the Company and the Bank on the one hand  and the Agent on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions,  proceedings or claims in respect thereto), but also the relative benefits received by the Company and the Bank on the one hand and the Agent on  the other from the Offering (before deducting expenses). The relative fault shall be determined by reference to, among other things, whether the  untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by  the Company and the Bank on the one hand or the Agent on the other and the parties' relative intent, good faith, knowledge, access to information  and opportunity to correct or prevent such statement or omission. The Company, the Bank and the Agent agree that it would not be just and  equitable if contribution pursuant to this Section 10 were determined by pro-rata allocation or by any other method of allocation which does not  take into account the equitable considerations referred to above in this Section 10. The amount paid or payable by an indemnified party as a result  of the losses, claims, damages or liabilities (or actions, proceedings or claims in respect thereof) referred to above in this Section 10 shall be  deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any  such action, proceeding or claim. It is expressly agreed that the Agent shall not be liable for any loss, liability, claim, damage or expense or be  required to contribute any amount pursuant to Section 9(b) or this Section 10 which in the aggregate exceeds the amount paid (excluding  reimbursable expenses) to the Agent under this Agreement. It is understood that the above stated limitation on the Agent's liability is essential to  the Agent and that the Agent would not have entered into this Agreement if such limitation had not been agreed to by the parties to this  Agreement. No person found guilty of any fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to  contribution from any person who was not found guilty of such fraudulent misrepresentation. The obligations of the Company, the Bank and the  Agent under this Section 10 and under Section 9 shall be in addition to any liability which the Company and the Agent may otherwise have. For  purposes of this Section 10, each of the Agent's, the Company's or the Bank's officers and directors and each person, if any, who controls the  Agent or the Company or the Bank within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the Agent on  the one hand, or, the Company or the Bank on the other hand. Any party entitled to contribution, promptly after receipt of notice of  commencement of any action, suit, claim or proceeding against such party in respect of which a claim for contribution may be made against  another party under this Section 10, will notify such party from whom contribution may be sought, but the omission to so notify such party shall  not relieve the party from whom contribution may be sought from any other obligation it may have hereunder or otherwise than under this Section  10.

Section 11. Survival of Agreements, Representations and Indemnities. The respective indemnities of the Company, the Bank and the Agent, the  representations and warranties and other statements of the Company, the Bank and the Agent set forth in or made pursuant to this Agreement and  the provisions relating to contribution shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any  investigation made by or on behalf of the Agent, the Company, the Bank or any controlling person referred to in Section 9 hereof, and shall  survive the termination of this Agreement and the issuance of the Shares, and any successor or assign of the Agent, the Company and the Bank,  and any such controlling person shall be entitled to the benefit of the respective agreements, indemnities, warranties and representations.

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Section 12. Termination. The Agent may terminate this Agreement by giving the notice indicated below in this Section 12 at any time after this  Agreement becomes effective as follows:

(a) If any domestic or international event or act or occurrence has materially disrupted the United States securities markets such as to make it, in  the Agent's reasonable opinion, impracticable to proceed with the offering of the Shares; or if trading on the NYSE shall have suspended (except  that this shall not apply to the imposition of NYSE trading collars imposed on program trading); or if the United States shall have become involved  in a war or major hostilities; or if a general banking moratorium has been declared by a state or federal authority which has a material effect on the  Company on a consolidated basis; or if a moratorium in foreign exchange trading by major international banks or persons has been declared; or if  there shall have been a material adverse change in the financial condition, results of operations or business of the Bank, or if the Bank shall have  sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act, whether or  not said loss shall have been insured; or if there shall have been a material adverse change in the financial condition, results of operations or  business of the Bank.

(b) In the event the Company fails to sell the required minimum number of the Shares by the date when such sales must be completed, in  accordance with the provisions of the Plan or as required by the Conversion Regulations, and applicable law, this Agreement shall terminate upon  refund by the Company to each person who has subscribed for or ordered any of the Shares the full amount which it may have received from such  person, together with interest as provided in the Prospectus, and no party to this Agreement shall have any obligation to the other hereunder,  except as set forth in Sections 2(a) and (d), 7, 9 and 10 hereof.

(c) If any of the conditions specified in Section 8 shall not have been fulfilled when and as required by this Agreement, unless waived in writing, or  by the Closing Date, this Agreement and all of the Agent's obligations hereunder may be cancelled by the Agent by notifying the Company of  such cancellation in writing or by telegram at any time at or prior to the Closing Date, and any such cancellation shall be without liability of any  party to any other party except as otherwise provided in Sections 2(a), 2(d), 7, 9 and 10 hereof.

(d) If the Agent elects to terminate this Agreement as provided in this Section, the Company and the Bank shall be notified promptly by telephone  or telegram, confirmed by letter.

The Company or the Bank may terminate this Agreement in the event the Agent is in material breach of the representations and warranties or  covenants contained in Section 5 and such breach has not been cured after the Company or the Bank has provided the Agent with notice of such  breach.

This Agreement may also be terminated by mutual written consent of the parties hereto.

Section 13. Notices. All communications hereunder, except as herein otherwise specifically provided, shall be mailed in writing and if sent to the  Agent shall be mailed, delivered or telegraphed and confirmed to Keefe, Bruyette & Woods, Inc., Investment Banking, 10 South Wacker Drive,  Suite 3400, Chicago, Illinois 60606, Attention: Harold T. Hanley, III, Managing Director (with a copy to Silver, Freedman & Taff, L.L.P, 3299 K  Street, N.W., Suite 100, Washington, D.C. 20007, Attn: Martin L. Meyrowitz, P.C.) and, if sent to the Company or the Bank, shall be mailed,  delivered or telegraphed and confirmed to the Company at 106 Washington Avenue, P.O. Box 869, Athens, Tennessee, 37371-0869, Attn: Jeff  Cunningham, President and Chief Executive Officer (with a copy to Kilpatrick Stockton LLP, 607 14th Street, N.W., Suite 900, Washington, D.C.,  2005, Attn: Victor L. Cangelosi, Esq.).

Section 14. Parties. The Company and the Bank shall be entitled to act and rely on any request, notice, consent, waiver or agreement purportedly  given on behalf of the Agent when the same shall have been given by the undersigned. The Agent shall be entitled to act and rely on any request,  notice, consent,

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waiver or agreement purportedly given on behalf of the Company or the Bank, when the same shall have been given by the undersigned or any  other officer of the Company or the Bank. This Agreement shall inure solely to the benefit of, and shall be binding upon, the Agent, the Company,  the Bank and their respective successors and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy  or claim under or in respect of or by virtue of this Agreement or any provision herein contained. It is understood and agreed that this Agreement is  the exclusive agreement among the parties hereto, and supersedes any prior agreement among the parties and may not be varied except in writing  signed by all the parties.

Section 15. Closing. The closing for the sale of the Shares shall take place on the Closing Date at such location as mutually agreed upon by the  Agent and the Company and the Bank. At the closing, the Company and the Bank shall deliver to the Agent in next day funds the commissions,  fees and expenses due and owing to the Agent as set forth in Sections 2 and 7 hereof and the opinions and certificates required hereby and other  documents deemed reasonably necessary by the Agent shall be executed and delivered to effect the sale of the Shares as contemplated hereby  and pursuant to the terms of the Prospectus.

Section 16. Partial Invalidity. In the event that any term, provision or covenant herein or the application thereof to any circumstance or situation  shall be invalid or unenforceable, in whole or in part, the remainder hereof and the application of said term, provision or covenant to any other  circumstances or situation shall not be affected thereby, and each term, provision or covenant herein shall be valid and enforceable to the full  extent permitted by law.

Section 17. Construction. This Agreement shall be construed in accordance with the laws of the State of New York without regard to principles of  conflicts of law.

Section 18. Counterparts. This Agreement may be executed in separate counterparts, each of which so executed and delivered shall be an original,  but all of which together shall constitute but one and the same instrument.

Section 19. Entire Agreement. This Agreement, including schedules and exhibits hereto, which are integral parts hereof and incorporated as  though set forth in full, constitutes the entire agreement between the parties pertaining to the subject matter hereof superseding any and all prior  or contemporaneous oral or prior written agreements, proposals, letters of intent and understandings, and cannot be modified, changed, waived or  terminated except by a writing which expressly states that it is an amendment, modification or waiver, refers to this Agreement and is signed by the  party to be charged. No course of conduct or dealing shall be construed to modify, amend or otherwise affect any of the provisions hereof.

Section 20. Waiver of Trial by Jury. Each of the Agent and the Company and the Bank waive all rights to trial by jury in any action, proceeding,  claim or counterclaim (whether based on contract, tort or otherwise) related to or arising out of this Agreement.

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If the foregoing correctly sets forth the arrangement among the Company, the Bank and the Agent, please indicate acceptance thereof in the space  provided below for that purpose, whereupon this letter and the Agent's acceptance shall constitute a binding agreement.

Accepted as of the date first above written

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          Very truly yours,                   ATHENS FEDERAL COMMUNITY BANK        ATHENS BANCSHARES CORPORATION           By Its Authorized Representative        By Its Authorized Representative:

Jeff Cunningham        Jeff Cunningham President and Chief Executive Officer        President and Chief Executive Officer

          KEEFE, BRUYETTE & WOODS, INC.    By its Authorized Representative

    Harold T. Hanley, III, Managing Director     Managing Director 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.


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