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.

Q: Exhibit 6.1 DISTRIBUTOR AGREEMENT THIS DISTRIBUTOR AGREEMENT (this Agreement) is made and effective as of1 August 2019, by and between, B & C General Warehouse Corporation LLC , a USA Limited Liability Company (LLC), with an address located at 7405 SW 11th CT, North Lauderdale, FL, 33068, USA, (Company), and XXXXXXXXXXXXXXXXXXXXX (Distributor). Company Import the products from Brazil Farm origin (Arte Café - Prescafe Torrefação e Comercio de Cafe, a Brazil company, with an address located at 1 Fazenda Sao Gabriel, Guaxupé, Cep 37800-000, Minas Gerais, Brazil), and sells the products listed in Section 1.c below (the Products). Distributor desires to purchase the Products from Company for resale in the territories or geographic areas as defined in Section 1.b (the Territory). Company desires to appoint Distributor as its exclusive distributor of the Products to all Clients that Distributor introduce, and upon confirmed the first order, this client come to be exclusive of Distributor, every new customer introduced by Distributor, must be approved by the company prior to any sale. After official approval from the Company, the customer introduced by Distributor, will appear on an official list in this contract, and will only be met by the Distributor and will follow the rules of this agreement. Distributor desires such appointment subject to the terms and conditions set forth in this Agreement, including any exhibits or schedules attached hereto. Now, Therefore, in consideration of the foregoing, and of the mutual benefit contained herein, the Parties, intending to be legally bound, agree as follows: AGREEMENT OF THE PARTIES 1. APPOINTMENT, ACCEPTANCE & SCOPE. (a) Exclusive Appointment. Subject to the terms and conditions of this Distributor Agreement, Company hereby appoints and grants Distributor the exclusive right to sell and distribute the Products to customers that Distributor introduce and confirmed by Company, (in all territory of United State of America (USA) and to render other services as a distributor for Company as set forth herein. Distributor shall limit its activities with respect to the Products to Customers located within the Territory and refrain from selling or otherwise transferring, directly or indirectly, the Products to any person outside the Territory, without the express written consent of Company. Company shall not sell or otherwise supply, directly or indirectly, the Products to any Distributor's Customer's, except by sale through the Distributor. The Company shall not contact any of Distributor's Customer's for any reason, without the prior written approval of Distributor.

Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019





(b) Territory. The rights granted Distributor hereunder are granted for the following geographical areas and markets. USA. (c) Products. The Products manufactured and sold by Company to Distributor for distribution hereunder are as follows: ● Arte Café Especial ● Arte Café Gourmet ● Arte Café Laurina ● Arte Café Organico ● And all another new brand and or kind of coffee. (d) Subagents. Distributor may appoint, with prior approval of the Company, sub-agents, sub-distributors, sub-representatives or other persons to act on Distributor's behalf or to otherwise perform any of Distributor's obligations under this Agreement within the Territory; provided that (i) any compensation to such sub-agent, sub-distributor, sub-representative or other person to act on Distributor's behalf or to otherwise perform any of Distributor's obligations shall be solely Distributor's responsibility, and (ii) such appointment does not deprive Company of the essential rights to which it is entitled under this Agreement. Any agreement with such sub-agent, sub-distributor, sub-representative or other person shall not extend beyond the term of this Agreement.

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Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019





(e) Relationship of Parties. Distributor is an independent contractor and is not and shall not be deemed to be an employee, legal representative, dealer, general agent, joint venture or partner of Company for any purpose. Distributor acknowledges that Company has not granted it any authority to make changes to Company's terms and conditions of sale, grant any warranties in excess of those extended by Company or limit its liabilities or remedies less than Company limits its liabilities and remedies, sign quotations, incur obligations (expressed or implied), or in general enter into contracts on behalf of Company or bind Company in any transaction with customers, governmental agencies or third parties. 2. ORDERS, PRICE, TERMS OF SALE & PAYMENT. (a) Communications Pursuant to this Distributor Agreement and Orders. Orders shall be made with Company. Company understands that its timely acceptance of orders from Distributor hereunder is an important element of this Agreement. Company shall have Seven (7) business days after its receipt to accept (or reject for a legitimate business reason) any order submitted by Distributor. All the negotiations between Company and Distributor will be by INCOTERMS Ex-works, in origin farm, in Brazil. So will must be respected the Transite Time to destiny delivery. Should Company fail to timely accept or reject an order from Distributor in accordance with this Section, such order shall be deemed accepted and shall become binding on Company. All orders shall be fulfilled by Company within Seven (7) business days of order acceptance. (b) Prices and Shipment. Company agrees to sell, and Distributor agrees to purchase, the Products in accordance with the Prices and Volume Discount Prices set forth in Schedule A. Such Prices and Volume Discount Prices shall only be subject to increase once per year on each anniversary date of this Agreement, provided (i) Company provides Distributor with at least Ninety (90) days prior written notice of any such increase, and (ii) such increase does not exceed 5% of the preceding year's Prices, except for reasons of force majeure, (Chapter 10), and Volume Discount Prices nor the lowest price charged to others for the same Product. Any such change shall not apply for any order(s) accepted prior to the effective date of the increase.

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Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019





(c) Company shall package the Products for shipment in accordance with Distributor's instructions. All shipments of Products for Customers in the Territory, and any freight and shipping costs related thereto, will be Distributor's responsibility. All shipments will be prepared and shipped from Company's facility. Distributor will promptly inspect the Products upon receipt at Distributor's facility to determine whether any Products included in the shipment are in short supply, defective, or otherwise not in conformance with this Agreement. Within Seven (7) days of receipt of such Products, Distributor will notify Company of any shortages, defects, non-conformance, and Company will promptly replace such Products free of charge. Title to the Products shall pass to Distributor upon delivery. (d) Terms of Sale. All sales by Company shall be in accordance with the terms and conditions of this Agreement. (e) Payment. Upon Customer's acceptance of any order, Distributor shall submit to Customer via wire transfer at least Twenty-Five Percent (25%) of the total order price. Distributor shall submit to Customer via wire transfer the remaining balance upon receipt Packing List and Bill of landing documents, from origin in Brazil Farm. (f) Resale of the Products. Distributor shall be free to resell the Products for such prices and upon such terms and conditions as Distributor may see fit in its sole discretion. Company shall have no control over or any liability in connection with the price at which Distributor resells the Products, and Distributor shall hold Company harmless and indemnify and defend Company from and against any liability resulting therefrom. 3. REPRESENTATIONS. The Distributor and Company, as applicable, make the following representations, warranties and covenants: (a) Distributor is a company duly organized, validly existing and in good standing in the United States of America (USA) , is qualified to do business and in good standing in each jurisdiction located within the Territory and is and will remain in compliance with all applicable laws and regulations in the conduct of its business and, specifically, in its sale of the Products and provision of any services hereunder.

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Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019





(b) Company is a corporation, duly organized, validly existing and in good standing in the State of Florida, and is and will remain in compliance with all applicable laws and regulations in the conduct of its business and, specifically, in its sale of the Products. (c) Company warrants and represents that the Products will be free from defects in design, materials and workmanship and conform with any specifications provided. (d) Company has all rights, power, and authority to enter into this Agreement. (e) Company's execution of this Distributor Agreement, and Company's performance of its obligations and duties hereunder, do not and will not violate any agreement to which Company is a party or by which it is otherwise bound, and (f) Neither Party is subject to any pending or threatened litigation or governmental action that could interfere with its performance of this Agreement. (g) This Agreement is the binding legal obligation of each Party and is enforceable in accordance with its terms. 4. RESPONSIBILITIES OF DISTRIBUTOR. Distributor agrees that it will diligently perform the services and obligations detailed in this Agreement. The operations of Distributor are under its sole and exclusive control, including without limitation supervision of, and liability for expenses incurred with respect to, employees. The Distributor will use best reasonable efforts to distribute the Products in the Territory. 5. RESPONSIBILITIES OF COMPANY. In addition to any other responsibilities stated in this Agreement, Company will: (a) Provide, at Distributor's reasonable request and without charge, up to 10 hours of training with regard to any characteristics of the Products that Distributor deems reasonably necessary for Distributor and its employees and agents to fulfill the purposes of Distributor's appointment,

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Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019





(b) provide to Distributor, without charge, reasonable quantities of promotional literature, brochures and commercial and technical information regarding the Products; (c) provide sales support and technical training to Distributor and its personnel as deemed reasonably appropriate by Company. 6. CONFIDENTIAL & PROPRIETARY INFORMATION. (a) As used herein, the term Proprietary Information means any information, technical data, or know-how (including, but not limited to, information relating to products, software, services, development, inventions, processes, techniques, customers, pricing, internal procedures, business and marketing plans or strategies, finances, employees and business opportunities) disclosed by one Party (the Disclosing Party) to the other (the Recipient Party) either directly or indirectly in any form whatsoever, including, but not limited to, in writing, in machine readable or other tangible form, orally or visually. (b) Unless otherwise expressly authorized by the Disclosing Party, the Recipient Party agrees that it and any of its personnel receiving Proprietary Information under this Agreement shall treat such Proprietary Information in strict confidence with the same degree of care applied to its own Proprietary Information of like importance, which it does not wish to disclose, publish, or disseminate to third parties. (c) In no event will the Recipient Party divulge, in whole or in part, such information to any third party without the prior written consent of the Disclosing Party; provided, further, that any third party must also agree in writing to restrictions comparable to those provided in this Section 6. The Recipient Party may disclose the Proprietary Information to the extent required by a valid order by a court or other governmental body or by applicable law; provided, however, that the Recipient Party will use all reasonable efforts to notify Disclosing Party of the obligation to make such disclosure in advance of the disclosure so that Disclosing Party will have a reasonable opportunity to object to such disclosure.

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Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019





(d) Notwithstanding any other provisions of this Agreement, each party acknowledges that Proprietary Information shall not include any information that: (i) is already known to the Recipient Party at the time of disclosure, or becomes publicly known through no wrongful act of the Recipient Party's part; (ii) is rightfully received by the Recipient Party from a third party without breach of this Agreement; (iii) is independently developed by the Recipient Party without benefit of information received under this Agreement; (iv) is furnished to a third party by the Disclosing Party without a restriction on the third party's right to disclose it; or (v) is explicitly approved for release by written authorization by the Disclosing Party. (e) It is understood that all Proprietary Information disclosed under this Agreement, is, and shall remain, the property of the Disclosing Party. Upon completion of this Agreement, or upon written notice from the Disclosing Party, the Recipient Party agrees to return all Proprietary Information in its possession. (f) The Recipient Party acknowledges that the Disclosing Party, because of the unique nature of the Proprietary Information, would suffer irreparable harm in the event that the Recipient Party breaches its obligation under this Agreement and that monetary damages would be inadequate to compensate the Disclosing Party for such a breach. The Parties agree that, in such a circumstance, the Disclosing Party shall be entitled, in addition to such monetary relief as may be applicable, to injunctive relief as may be necessary to restrain any continuing or further breach by the Recipient Party, without showing or proving any actual damages sustained by the Disclosing Party. (g) The obligations of the Recipient Party under this Section 6 shall survive termination or nonrenewal of this Agreement for a period of thee (3) years. For the avoidance of doubt, the customer and sub-distributor lists of Distributor shall be deemed to constitute Proprietary Information under this agreement.

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Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019





7. DURATION & TERMINATION. (a) Effective Date and Duration. This Agreement shall become effective on the date first written above and shall continue in effect for a period of Three (3) years. (b) Distributor Option to Renew. Distributor shall have the option to renew this Agreement for an additional Three (3) year period by providing prior written notice to Company within Ninety (90) days of the end of the initial period of this Agreement. (c) Termination. Either Party may terminate this Agreement prior to its expiration upon the occurrence of either of the following: (i) the other Party becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization or dissolution, makes an assignment for the benefit of creditors or becomes nationalized or has any of its material assets confiscated or expropriated; or (ii) the other Party (in this case, the breaching Party) fails to perform any of its obligations hereunder and fails to correct such failure within Ninety (90) calendar days after receiving written demand therefore from the non-breaching Party, specifying the failure in sufficient detail for the breaching Party to correct such failure; provided, however, that upon a second breach of the same obligation by such Party, the other Party may forthwith terminate this Agreement upon notice to the breaching Party. 8. RIGHTS OF PARTIES AT TERMINATION. (a) Obligations After Termination. In the event that this Agreement is terminated or expires on its own terms, Company shall have no further responsibilities to Distributor except that in the event the Agreement terminates for any reason other than a breach hereof by Distributor, Company shall be obligated to process orders accepted by Company prior to the effective date of such termination or expiration or within Ninety (90) days thereafter. (b) Survival. Notwithstanding anything to the contrary set forth herein, no termination of this Agreement shall relieve any Party from any obligations hereunder which are outstanding on, or relate to matters or claims occurring or arising prior to, the date of such termination or which survive such termination by their own terms or nature.

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Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019





9. INDEMNIFICATION & LIMITATION OF LIABILITY. (a) Indemnification. Each Party (Indemnifying Party) shall indemnify, hold harmless and defend the other Party (Indemnified Party) and its officers, directors, agents, employees, and affiliates, from and against any and all claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses and damages of any nature, which are threatened or brought against, or are suffered or incurred by, the Indemnified Party or any such person to the extent caused directly by acts or omissions of the Indemnifying Party relating to this Agreement, including without limitation (i) any negligent or tortious conduct, (ii) any breach of any of the representations, warranties, covenants or conditions of the Indemnifying Party contained in this Agreement, (iii) any violation of applicable laws or regulations, (iv) infringement or violation of any patent, copyright, trade secret, or other proprietary interest of any third party, and (v) any breach of any express or implied warranties relating to the Products, including implied warranties of merchantability and fitness for a particular purpose. (b) Limitation of Liability.IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR PURCHASE OR USE OF THE PRODUCTS. 10. FORCE MAJEURE. Neither Party shall be held liable for any failure to perform that is due to any cause or circumstance beyond the reasonable control of such Party, including without limitation a demand for such Products and other products manufactured by Company which exceeds Company's ability to supply them, earthquakes, fire, accidents, floods, storms, other Acts of God, riots, wars, rebellions, strikes, lockouts or other labor disturbances, national or international emergencies, failure to secure materials or equipment from usual sources of supply, failure of carriers to furnish transportation, government rules, regulations, acts, orders, world financial crisis, restrictions or requirements or any other cause or circumstance beyond the reasonable control of such Party. No such inability to deliver or delay in delivery shall invalidate the remainder of this Agreement.

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Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019





11. TRADEMARKS. Distributor shall not dispute or contest for any reason whatsoever, directly or indirectly, during the term of this Agreement and thereafter, the validity, ownership or enforceability of any of the trademarks of Company, nor directly or indirectly attempt to acquire or damage the value of the goodwill associated with any of the trademarks of Company, nor counsel, procure or assist any third Party to do any of the foregoing. Distributor will not institute any proceedings with respect to the trademarks of Company either in Distributor's own name or on behalf of Company without express written permission of Company. Distributor shall assign to Company, without charge, any rights in the trademarks of Company that may inure to the benefit of Distributor pursuant to this Agreement or otherwise. Distributor shall execute any documents or do any acts that may be required to accomplish the intent of this Section. 12. GENERAL PROVISIONS. (a) Amendments. This Agreement may be amended only by a writing signed by each of the Parties, and any such amendment shall be effective only to the extent specifically set forth in such writing. (b) Governing Law. This Agreement is a contract under the laws of the State of Florida and for all purposes shall be governed by and construed in accordance with the substantive laws of the State of Florida, without regard to its principles of conflicts of laws provisions. (c) Disputes. The Parties shall seek to resolve any dispute, controversy or claim arising out of or in connection with this Agreement, including without limitation, any dispute regarding the enforceability of any provision, through good faith negotiations between them within Thirty (30) days of any notice of dispute being served or such longer period of time as may be mutually agreed between the Parties. If the Parties are unable to resolve the dispute within this timeframe, and one or both parties one or both parties desire to pursue the dispute, the complaining party must submit the dispute to binding arbitration in accordance with the rules and regulations of the American Arbitration Association. The Parties will share equally the cost of arbitrating such dispute. The arbitrator(s) shall not be empowered to award punitive or other damages in excess of compensatory damages, and both parties irrevocably waive the right to any such damages. Judgment on the award rendered by the arbitrator(s) may be entered by any court having jurisdiction over the dispute. In the event that the parties cannot agree upon an arbitrator within a Thirty (30) day period, each party shall designate an arbitrator and those two arbitrators shall choose a third arbitrator, with that third arbitrator serving as the sole arbitrator of the dispute.

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Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019





(d) Assignment. Neither Party shall assign, pledge or otherwise transfer any of its rights, interest or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party. (e) Counterparts; Email Execution. This Agreement may be executed in any number of counterparts, and by each of the Parties on separate counterparts, each of which, when so executed, shall be deemed an original, but all of which shall constitute but one and the same instrument. Delivery of an executed counterpart of this Agreement by email shall be equally as effective as delivery of a manually executed counterpart of this Agreement. Any Party delivering an executed counterpart of this Agreement by email shall also deliver a manually executed counterpart of this Agreement, but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability or binding effect of this Agreement. (f) Cumulative Remedies. The rights and remedies of the Parties hereunder are cumulative and not exclusive of any rights or remedies which the Parties would otherwise have. No single or partial exercise of any such right or remedy by a Party, and no discontinuance of steps to enforce any such right or remedy, shall preclude any further exercise thereof or of any other right or remedy of such Party. (g) Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the transactions contemplated hereby and supersedes all prior written and oral agreements, and all contemporaneous oral agreements, relating to such transactions. (h) Exhibits and Schedules.The exhibits or schedules attached hereto are an integral part hereof and all references herein to this Agreement shall include such exhibits and schedules.

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Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019





(i) Notices. Unless otherwise specifically provided herein, all notices, consents, requests, demands and other communications required or permitted hereunder: (i) shall be in writing; (ii)) shall be sent by email, certified or registered U.S. mail, or reliable express delivery service (with a copy sent by one of the foregoing means), charges prepaid as applicable, to the appropriate address(es) or number(s) set forth below; and (iii) shall be deemed to have been given on the date of receipt by the addressee, as evidenced by (A) a receipt executed by the addressee (or a responsible person in his or her office), the records of the Person delivering such communication or a notice to the effect that such addressee refused to claim or accept such communication, if sent by messenger, U.S. mail or express delivery service, or (B) a receipt generated by the sender's email showing that such communication was sent to the appropriate number on a specified date, if sent by email. All such communications shall be sent to the addresses for each Party as first set forth above, or to such other addresses or numbers as any Party may inform the others by giving Seven (7) days prior notice. (j) Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. (k) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of each of the Parties and their respective successors and permitted assigns.

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Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019





IN WITNESS WHEREOF, this Agreement was signed by the Parties under the hands of their duly authorised officers and made effective as of the date first written above. Luiz Augusto Matavelli Bacetti B & C General Warehouse Corporation LLC Date: 04th, August, 2019. xxxxxxxx xxxxxxxx Date:

Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019





SCHEDULE A PRICES AND DISCOUNT VOLUME PRICES Subject to Company's right to increase the price only once per year per the terms and restrictions contained in the Agreement, and Company's right to decrease the price at any time upon notice, the Products shall be sold by Company to Distributor at the following Prices and Volume Discount Prices. Prices are in US Dollars. ● $9 (US) per kilogram Ex-work Incoterms. (Brazil Farm). Distributor will be appropriately credited should Distributor make payment related to an order and later determine that it had achieved a greater discount per the above.

Source: GENTECH HOLDINGS, INC., 1-A, 8/8/2019 
Question: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?

A: 19316
****
Q: DISTRIBUTOR AGREEMENT

                                    by and between

                        PEREGRINE/BRIDGE TRANSFER CORPORATION

                                         and

                                  NEON SYSTEMS, INC.

                                  TABLE OF CONTENTS

                                                                            Article 1   Definitions . . . . . . . . . . . . . . . . . . . . . . . . . .    1 Article 2   License Grant . . . . . . . . . . . . . . . . . . . . . . . . .    2 Article 3   Pricing and Payment . . . . . . . . . . . . . . . . . . . . . .    4 Article 4   Order, delivery and Acceptance. . . . . . . . . . . . . . . . .    4 Article 5   Representations and Warranties of Licensee. . . . . . . . . . .    5 Article 6   Representations and Warranties of Licensor. . . . . . . . . . .    6 Article 7   Covenants of Licensee . . . . . . . . . . . . . . . . . . . . .    6 Article 8   Covenants of Licensor . . . . . . . . . . . . . . . . . . . . .    9 Article 9   Indemnification . . . . . . . . . . . . . . . . . . . . . . . .   10 Article 10  Agreement Not to Compete, Confidentiality . . . . . . . . . . .   12 Article 11  Audits. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13 Article 12  Limited Warranties. . . . . . . . . . . . . . . . . . . . . . .   14 Article 13  Liability . . . . . . . . . . . . . . . . . . . . . . . . . . .   15 Article 14  Term and Termination. . . . . . . . . . . . . . . . . . . . . .   16 Article 15  General . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18

                                       EXHIBITS

          Exhibit A         List of Products           Exhibit B         The Territory           Exhibit C         Sublicense Agreement           Exhibit D         Agreement for Trial

                                      i

                                DISTRIBUTOR AGREEMENT

DISTRIBUTOR AGREEMENT (the Agreement) is made as of the 1st day of January, 1996 by and between Peregrine/Bridge Transfer Corporation, a Delaware corporation (the Licensor), and Neon Systems, Inc., a Delaware corporation (the Licensee).

WHEREAS, Licensor is engaged in the development, support and licensing of certain computer software products, including without limitation the computer software products fisted in EXHIBIT A to this Agreement; and

WHEREAS, Licensee desires to obtain from Licensor, and Licensor desires to grant to Licensee, the right to market and sublicense the Licensed Products (as defined herein) in accordance with the terms and conditions set forth in this Agreement;

NOW THEREFORE, in consideration of the foregoing and the mutual covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.

                                      ARTICLE 1                                      DEFINITIONS

1.1  Customer means a person or entity that has acquired, or has indicated its      interest in acquiring from Licensee, or from a Redistributor if so      specified herein, a non-exclusive and nontransferable Sublicense to use one      (1) or more of the Licensed Products.

1.2  Documentation means all visually readable materials published or made      available by Licensor during the term of this Agreement for use by      Customers in connection with the Licensed Products.

1.3  Emergency Fix means a temporary correction of a problem in a Licensed      Product reported by Licensee to Licensor that may take the form of a      written instruction or magnetic or optical media.

1.4  Licensed Product means any copy, or part thereof, of object code of the      software products listed on EXHIBIT A attached to this Agreement, as well      as any Upgrades or other material distributed to Licensee by Licensor in      connection with such software products.





1.5  Master Copy means the initial object code copy of each Licensed Product      and of any subsequent Upgrades or other derivations distributed to Licensee      by Licensor under this Agreement.

                                       1

1.6  Redistributor means any individual or entity that is granted a license by      Licensee to copy and sublicense one or more Licensed Products to Customers.

1.7  Sublicense means the sublicense agreement to be entered into by      Customers, the form of which is attached hereto as EXHIBIT C, or such form      as otherwise may be approved by Licensor pursuant to this Agreement.

1.8  Sublicense Copy means an object code copy of the Licensed Product that      Licensee licenses from Licensor and inventories for sublicensing to      Redistributors and Customers.

1.9  Territory means that geographic area specified in EXHIBIT B attached to      this Agreement.

1.10 Upgrade means any revision, adaptation or new version of a Licensed      Product which enhances a Licensed Product and which is offered by Licensor      to registered users of that Licensed Product as an upgrade.

                                      ARTICLE 2                                     LICENSE GRANT

Section 2.1    USE OF MASTER COPY.  Licensor hereby grants to Licensee a non- exclusive, worldwide right to use and reproduce the Master Copy of each Licensed Product and the related Documentation during the term of this Agreement for testing, demonstration to Redistributors. and Customers, support and maintenance, if any, back-up and archive purposes.

Section 2.2    SUBLICENSING.  Licensor hereby grants to Licensee an exclusive in the Territory to (1) make Sublicense Copies and copies of the Documentation to meet the demand of Redistributors and Customers and (2) market and sublicense Sublicense Copies and copies of the Documentation, together with any copies of promotional and other materials which Licensor may produce or obtain from time to time to assist Licensee in marketing and sublicensing the Licensed Products during the term of this Agreement by any one or more of the following means:

     (a)  TO A REDISTRIBUTOR: To a Redistributor pursuant to a Redistributor           Agreement containing substantially the same terms and conditions as           are set forth in this Agreement (subject to Section 2.5) and a           Sublicense with each Customer of Redistributor in accordance with           subsection 2.2(b); or

     (b)  TO CUSTOMERS: Pursuant to a Sublicense signed by the Customer.

Section 2.3    AGREEMENTS FOR TRIAL.  Licensee may make available the Licensed Products or Documentation to any Redistributor or Customer who wishes to test the Licensed Products on a trial basis so long as such Redistributor or Customer has entered into an Agreement For Trial with Licensee in the form attached to this Agreement as EXHIBIT D.

                                   2

Section 2.4    MAINTENANCE AND SUPPORT AGREEMENTS.  Licensee may make available to Customers maintenance, support and upgrade services only under the terms contained in the Sublicense or other written maintenance and support agreement pertaining to such services.

Section 2.5    REVIEW OF ARRANGEMENTS.  Licensee shall not enter into any agreement referred to in this Article 2 with any Redistributor or Customer until each such agreement has been submitted to and approved by Licensor.  Within five (5) business days after its receipt of any such agreement, Licensor shall notify Licensee whether it approves or disapproves of the agreement and, if it disapproves of the agreement, Licensor shall provide written notice of the reasons therefor, including any changes that would require to approve of the agreement.  If Licensor fails to notify Licensee of its approval or disapproval of any such agreement within such period of time, the agreement shall be deemed to be approved by Licensor.

Section 2.6    TERMS OF AGREEMENTS.  Licensee shall ensure that the terms of any Redistributor Agreement and, to the extent a Sublicense must be modified to comply with applicable law, any Sublicense executed in connection with the Licensed Products do not:

     (a)  Diminish or limit any of the rights of Licensor in the Licensed           Products or Documentation;

     (b)  Diminish or limit the enforceability of the proprietary rights of           Licensor in and to the Licensed Products or Documentation;

     (c)  Convey any rights of ownership in the Licensed Products or           Documentation to any individual or entity other than Licensor, except           for the license rights granted in accordance with the terms of this           Agreement;

     (d)  Permit the use or duplication of the Licensed Products or





          Documentation, except as specifically provided in this Agreement or in           the Sublicense; or

     (e)  Permit disclosure of proprietary information regarding the Licensed           Products or Documentation.

Section 2.7    NATURE OF GRANT.  Licensee shall not have any rights of ownership or other proprietary rights in the Licensed Products or any Documentation by virtue of this Agreement, except for the license grants set forth herein.

Section 2.8    TRADEMARKS AND COPYRIGHT.  Licensor hereby grants to Licensee a non-exclusive right to use the trademarks, service marks, trade names, copyrights, logos and designations (collectively, the Marks) relating to the Licensed Products or the Documentation during the term of this Agreement in the marketing by Licensee of the Licensed Products, provided that such Marks clearly indicate Licensor as the owner of the Marks whenever the Licensed Product or Documentation is first mentioned in any written material referencing the Licensed Product and the proper symbol is used in a superscript following the Marks.  Licensor promptly shall provide

                                      3

a list of all Marks held by Licensor that relate to the Licensed Products.   Upon reasonable written request by Licensor, Licensee shall provide Licensor  with samples of any use of the Marks of Licensor relating to the Licensed  Products, including any documentation and object code copies of the Licensed  Products that Licensee sublicenses to Redistributors and Customers.

                                      ARTICLE 3                                  PRICING AND PAYMENT

Section 3.1    FEES TO LICENSOR.

     (a)  Licensee shall pay to Licensor for each Licensed Product licensed to a           Redistributor or a Customer a licensee fee equal to 50% of all            revenues received (without deduction for value added tax, if any, but           excluding any revenues for maintenance and support or upgrade            services, which revenues are covered in paragraph (b) below) by            Licensee under the Redistributor Agreement or Sublicense applicable           to such Licensed Product.

     (b)  Licensee shall pay to Licensor for maintenance and support and upgrade           services provided under the applicable Sublicense or other written           maintenance and support agreement with or approved by Licensee for           each of the Licensed Products a fee equal to 50% of all revenues           received (without deduction for value added tax, if any) by Licensee           from a Redistributor or Customer relating to maintenance and support           services or services for Upgrades or upgrades of systems for such           Licensed Product.

Section 3.2    TERMS OF PAYMENT.  All fees due to Licensor under this Agreement shall be paid in U.S. Dollars.  Fees due to Licensor from invoices rendered by Licensee during the first year of the term hereof will be payable one hundred and twenty (120) days after the date of the Licensee's invoice to a Redistributor or Customer, as the case may be.  Fees due to Licensor from invoices rendered on or after the first day of the thirteenth (13th) month through and including the last day of the eighteenth (18th) month of the term hereof will be payable ninety (90) days after the date of such invoice.  Fees due to Licensor from invoices rendered thereafter will be payable sixty (60) days after the date of such invoice.  Any amount that is not paid when due will bear simple interest from the date such amount is due until the date payment is made at a rate equal to 10% per annum.

                                      ARTICLE 4                             ORDER, DELIVERY AND ACCEPTANCE

Section 4.1    ORDER AND DELIVERY.  Licensee shall deliver to Licensor product orders (or other documents of similar purpose and effect) in writing that are signed by an authorized representative of Licensee and that list the quantity, product name, number, version, license fee and

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proposed delivery date for such order.  Licensor shall ship Licensed Products  and Documentation in accordance with Licensee's product orders received and  accepted by Licensor.  Licensor shall ship Licensed Products and  Documentation F.O.B. Licensor's place of business.  Licensee shall be  responsible for all customs fees and other costs and expenses arising in  connection with the transactions contemplated by this Agreement, including  costs and expenses related to packing and shipping the Licensed Products and  Documentation and any freight and insurance charges, and Licensor may require  Licensee to pay for such costs and expenses in advance of shipment of any  Licensed Products or Documentation.  Licensor shall not be liable to Licensee  for delays in shipments due to causes beyond Licensor's reasonable control.   Licensor reserves the right to reject any product order, to cancel any  product orders placed by Licensee and accepted by Licensor and to refuse or  delay shipment thereof if Licensee fails to make any payments as provided in  this Agreement or otherwise continues to fail to comply with the terms and  conditions of this Agreement for thirty (30) days after delivery of written





notice of such failure.

Section 4.2    TIME FOR ACCEPTANCE.  Licensee shall accept or reject the Licensed Products or Documentation within a ten (10) day evaluation period after receipt of such Licensed Product and the related Documentation by Licensee.  If Licensee fails to give Licensor written notice of its rejection of such Licensed Products or Documentation within such ten (10) day evaluation period or Licensee ships such Licensed Products or Documentation to a Redistributor or Customer, then such Licensed Products and Documentation will be deemed to be accepted by Licensee.

Section 4.3    REJECTION.  If Licensee rejects any Licensed Product in accordance with Section 4.2 because such Licensed Product fails to conform to the Documentation relating to such Licensed Product, Licensee shall notify Licensor promptly in writing to that effect and return all copies of such Licensed Product to Licensor with a certification by an authorized representative of Licensee that all copies have been returned to Licensor or have been destroyed and Licensor shall refund to Licensee the amount paid by Licensee to Licensor for such Licensed Products.

                                      ARTICLE 5                       REPRESENTATIONS AND WARRANTIES OF LICENSEE

Section 5.1    AUTHORITY.  Licensee represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and that it is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required by applicable law, except where the failure to be so qualified would not have a material adverse effect on Licensee or the assets of Licensee.  Licensee represents and warrants that it has all requisite power and authority to execute this Agreement and to consummate the transactions contemplated hereby and that this Agreement has been duly executed and delivered by Licensee and constitutes a valid and binding obligation of Licensee enforceable in accordance with its terms.

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Section 5.2    ABILITY TO PERFORM.  Licensee represents and warrants that it has sufficient facilities, resources and personnel to adequately perform its obligations under this Agreement and that no existing arrangement, contractual or otherwise, will cause Licensee to breach the terms of this Agreement or prevent Licensee from fulfilling its obligations under this Agreement.

                                      ARTICLE 6                       REPRESENTATIONS AND WARRANTIES OF LICENSOR

Section 6.1    AUTHORITY.  Licensor represents and warrants that it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and that it is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required by applicable law, except where the failure to be so qualified would not have a material adverse effect on Licensor or the assets of Licensor.  Licensor represents and warrants that it has all requisite power and authority to execute this Agreement and to consummate the transactions contemplated hereby and that this Agreement has been duly executed and delivered by Licensor and constitutes a valid and binding obligation of Licensor enforceable in accordance with its terms.

Section 6.2    TITLE TO LICENSED PRODUCTS.  Licensor represents and warrants that it possesses all right, title and interest in and to the Licensed Products and the Documentation and that the use of each of the Licensed Products and the Documentation by Licensee, a Redistributor or a Customer will not in any way constitute an infringement or other violation of any copyright, trade secret, trademark, patent or other intellectual property fights or any proprietary information or nondisclosure or other rights of any third party.  Licensor represents and warrants that no existing arrangement, contractual or otherwise, will cause Licensor to breach the terms of this Agreement or prevent Licensor from fulfilling its obligations under this Agreement.

                                      ARTICLE 7                                 COVENANTS OF LICENSEE

Section 7.1    DUTIES OF LICENSEE.  Licensee shall be solely responsible for the proper advertising, demonstration, shipment, export and collection of payment relating to the Licensed Products and Documentation in the Territory.  The duties of Licensee include without limitation the following:

     (a)  Advertising the Licensed Product in appropriate media, contacting and           developing Customers and prospective Redistributors by telephone and           otherwise, providing information concerning Licensed Products to           Customers and prospective Redistributors and advising such Customers           and prospective Redistributors on the selection and use of the           Licensed Products.

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     (b)  Complying with Licensee's warranty obligations as set forth in its





          agreements with Redistributors and Customers.

     (c)  Sending at Licensee's expense qualified and appropriate personnel of           Licensee to participate in training sessions, which shall be conducted           by Licensor from time to time without charge to Licensee for the           benefit of Licensee and Licensee's personnel.

     (d)  Obligating each Redistributor to keep complete and accurate records of           such Redistributor's Customers, leads to prospective Customers, the           number and type of Licensed Products licensed by such Redistributor           and such related operating and financial data as Licensor reasonably           may request from time to time for the sole purpose of monitoring the           Licensed Products.

Section 7.2    DOCUMENTATION.  Licensee shall represent accurately and completely the Licensed Products to Customers as to quality, function, purpose and compatibility in accordance with the Documentation whenever the Licensed Products are referenced, demonstrated or advertised.  Licensee shall obtain prior written approval from Licensor for all materials other than the Documentation to be used by Licensee in connection with trials, demonstrations and agreements relating to the Licensed Products, and such approval shall not be unreasonably withheld or delayed by Licensor.  Licensee shall give Licensor and any licensors of Licensor appropriate credit for the authorship of the Licensed Products and Documentation at any seminar, trade show or other presentation of the Licensed Products.

Section 7.3    EXPORTING AND SHIPMENT.  Licensee shall obtain prior written approval from Licensor and any required export licenses from the United States Department of Commerce, Office of Export Administration or other applicable domestic or foreign governmental agency before exporting any Licensed Product or Documentation from the United States.  Licensee agrees and covenants to comply fully with all applicable laws, rules and regulations, and to adopt such policies and procedures in connection with, the exporting of the Licensed Products and Documentation as may be required thereby.  Each party to this Agreement shall cooperate fully with the other party to this Agreement and any governmental authorities by giving consents or information or providing or executing such documents as reasonably may be required to comply fully with such laws, rules or regulations existing now or in the future.

Section 7.4    TAXES AND TARIFFS.

     (a)  Licensee shall pay any and all taxes (other than taxes on Licensor's           net income), tariffs, import and export duties or other fees imposed           or assessed in connection with the transactions contemplated by this           Agreement, including the delivery of Licensed Products and           Documentation to Licensee and the shipment of Licensed Products from           Licensee to a Redistributor or Customer.

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     (b)  in the event that Licensee is required by law to withhold any form of           tax, tariff or duty from any amount payable to Licensor under this           Agreement, then Licensee shall provide Licensor with copies of all           documentation required in connection with such withholdings and shall           provide to Licensor all assistance requested by Licensor in applying           for relief from such withholding obligations and in substantiating           corresponding tax, duty or tariff credits or deductions which may be           available to Licensor with respect to such withholding under           applicable law.

Section 7.5    BOOKS AND RECORDS.  Licensee shall keep proper records and books of account concerning the reproduction and sublicensing of the Licensed Products that are adequate to determine the amount of fees owed to Licensor and Licensee shall preserve such records and books in a safe place for a period of five (5) years following termination of this Agreement.

Section 7.6    MONTHLY REPORT.  On or prior to the fifteenth (15th) day of each calendar month Licensee shall deliver to Licensor a written report certified as true and correct by an authorized office of Licensee stating (a) each Agreement for Trial entered into by Licensee during the previous calendar month, together with the expected revenues, if any, to Licensee under each such agreement, (b) each Sublicense entered into by Licensee during the previous calendar month, together with the expected revenues to Licensee for each such Sublicense, (c) each Redistributor Agreement entered into by Licensee during the previous calendar month, together with the expected revenues to Licensee for each such agreement, and (d) a list of invoices, together with the dollar amounts thereof, sent by Licensee to each Redistributor and Customer during the previous calendar month.

Section 7.7    FINANCIAL STATEMENTS.  Licensee shall provide (but shall not be obligated to do so more frequently than twice annually) to Licensor financial statements, credit ratings or other evidence of Licensee's financial condition promptly upon written request of Licensor.

Section 7.8    REPLACEMENTS.  Licensee shall honor any proper refund or replacement requests received for the Licensed Products from Redistributors pursuant to the applicable Redistributor Agreement or from Customers pursuant to a Sublicense.  Upon receipt of any such properly returned Licensed Products, Licensor shall refund to Licensee the amount paid by Licensee to Licensor for such Licensed Products.  Licensee shall instruct Redistributors and Customers to direct all refund requests directly to Licensee rather than Licensor.

Section 7.9    MODIFICATIONS.  Licensee shall not make any modifications to or





derivations of the Licensed Products without the prior written consent of Licensor, except in the case of an Emergency Fix.  Licensee shall not reverse engineer or otherwise attempt to reproduce the source code of any Licensed Product.  In the event that Licensee makes any modification, alteration or enhancement to the Licensed Product or Documentation (including but not limited to an Emergency Fix), such modification, alteration or enhancement, including all intellectual property rights thereto, will be and remain the sole and exclusive property of Licensor.  Any suggestions or changes desired by Licensee to the Licensed Product or Documentation shall be made by

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Licensee in writing to Licensor and, if incorporated into the Licensed  Product or Documentation, shall be the property of Licensor.

Section 7.10   COPYRIGHT AND OTHER PROPRIETARY NOTICES.  Licensee shall ensure that the copyright, trademark and any other proprietary notices of Licensor or other legends contained in or on any copies of the Licensed Products or Documentation remain in or on the original Licensed Product or Documentation and any copies of such product or documentation reproduced by Licensee.  The existence of any copyright, trademark or other proprietary notices in or on the Licensed Product or Documentation shall not be construed as a publication of the Licensed Product or Documentation.

Section 7.11   NO ENCUMBRANCES.  Licensee shall not engage in the lease, transfer, rental or loan of the Licensed Products or Documentation and Licensee shall not allow the Licensed Products or Documentation to become encumbered by any means.

Section 7.12   NO INCONSISTENT WARRANTIES.  Licensee shall not, and shall obligate Redistributors not to, make or pass on to Customers any warranty or representation on behalf of Licensor inconsistent with or in addition to the limited warranty contained in the Sublicense.

Section 7.13   DISPUTES BETWEEN LICENSEE AND CUSTOMERS.  Licensee shall notify Licensor promptly concerning any threatened legal proceedings between Licensee on the one hand and a Redistributor or a Customer on the other hand and of any legal notices served on, or legal actions commenced against, Licensee regarding the Licensed Products or Documentation which might affect Licensor.  Licensee shall not institute proceedings or enter into a compromise with any third party with whom it is in dispute concerning the Licensed Products or Documentation without the prior written consent of a duly authorized officer of Licensor, which consent shall not be unreasonably withheld or delayed by Licensor.

Section 7.14   TRANSLATION.  Licensee shall not translate any portion of the Licensed Products, including any Documentation, into any other language without the prior written permission of Licensor.

Section 7.15   INTELLECTUAL PROPERTY REGISTRATION.  Without the prior written consent of Licensor, Licensee shall not register, apply for registration or in any other way attempt to obtain any intellectual property rights relating to any Licensed Product, any Documentation or any part thereof or take any action that materially and adversely affects such rights held by Licensor.

                                      ARTICLE 8                                 COVENANTS OF LICENSOR

Section 8.1    Licensor shall be solely responsible for delivering to Licensee a Master Copy of each Licensed Product and Documentation and for the maintenance and support of the

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Sublicense Copies and Documentation used by any Redistributors and Customers.  The duties of Licensor include the following:

     (a)  Delivering a Master Copy of each Licensed Product and Documentation,           including any Upgrades as they become available, to permit Licensee to           (1) make Sublicense Copies and copies of the Documentation to meet the           demand of Redistributors and Customers and (2) market and license           Sublicense Copies and copies of the Documentation, together with the           copies of promotional and other materials which Licensor may produce           from time to time in order to assist Licensee in marketing and           sublicensing the Licensed Products during the term of this Agreement.

     (b)  Employing a sufficient number of skilled technicians experienced in           the computing industry and familiar with the Licensed Products and           Documentation to provide adequate technical support and assistance to           all Redistributors and Customers.

     (c)  Providing competent instruction to Redistributors and Customers           regarding the use and installation of the Licensed Products.

     (d)  Providing information, including by means of telephone support, to           Redistributors and Customers as to the proper procedures and persons           to contact to enable the proper installation and operation of the           Licensed Products and providing responsive answers to questions and           problems regarding the use and operation of the Licensed Products.





     (e)  Providing technical assistance in supporting the Licensed Products and           correcting any errors in the Licensed Products on an ongoing basis.

     (f)  Delivering to Licensee sample copies of all Licensor's marketing and           licensing materials relating to the Licensed Products in use in the           United States of America for copying and distribution in the Territory           at Licensee's expense.

Section 8.2    REGISTRATION FOR TRADEMARKS AND COPYRIGHTS.  Licensor shall use its best efforts to register in its name all Marks relating to the Licensed Products in the Territory and Licensor shall bear all costs of such registration and the maintenance and enforcement of all such rights and shall notify Licensee from time to time of all successful and unsuccessful registrations.

                                      ARTICLE 9                                    INDEMNIFICATION

Section 9.1    INDEMNIFICATION OF LICENSOR.  Licensee hereby agrees to defend and indemnify Licensor and Licensor's officers, directors, employees, stockholders, agents and representatives

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against, and agrees to hold them harmless from, any loss, liability, claim,  damage or expense (including reasonable legal fees and expenses incurred  therein or in enforcing the indemnity), as incurred, for or on account of or  arising from or in connection with or otherwise with respect to any breach of  any representation, warranty or covenant of Licensee contained in this  Agreement or any document delivered in connection herewith.

Section 9.2    INDEMNIFICATION OF LICENSEE.  Licensor hereby agrees to defend and indemnify Licensee and Licensee's officers, directors, employees, stockholders, agents and representatives against, and agrees to hold them harmless from, any loss, liability, claim, damage or expense (including reasonable legal fees and expenses incurred therein or in enforcing the indemnity), as incurred, for or on account of or arising from or in connection with or otherwise with respect to any breach of any representation, warranty or covenant of Licensor contained in this Agreement or any document delivered in connection herewith.

Section 9.3    INDEMNIFICATION PROCEDURE.  Promptly after acquiring knowledge of any loss, action, suit, investigation, proceeding, demand, assessment, audit, judgment or claim against Licensor or Licensee, or as to which Licensor or Licensee may be liable, a party entitled hereunder to be indemnified shall give written notice thereof to the party obligated hereunder to provide indemnification.  The indemnifying party at its own expense promptly shall defend, contest or otherwise protect against any damage, loss, deficiency, liability, claim, encumbrance, penalty, cost, expense, action, suit, investigation, proceeding, demand, assessment, audit, judgment or claim made by a third party against which such indemnifying party has agreed to indemnify any indemnified party, and each indemnifying party shall receive from the indemnified party all necessary and reasonable cooperation in said defense, including without limitation the services of employees of the indemnified party who are familiar with the transactions out of which any such damage, loss, deficiency, liability, claim, encumbrance, penalty, cost, expense, action, suit, investigation, proceeding, demand, assessment, audit, judgment or claim may have arisen.  The indemnified party shall have the right to control the defense of any such third party proceeding unless it is relieved of its liability hereunder with respect to such defense by the indemnified party.  The indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the indemnifying party if the indemnifying party has assumed the defense of the action with counsel reasonably satisfactory to the indemnified party; provided that the fees and expenses of the indemnified party's counsel shall be at the expense of the indemnifying party if (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party or (ii) such indemnified party shall have been advised by counsel hat there is a conflict of interest or issue conflict involved in the representation by counsel employed by the indemnifying party in the defense of such action on behalf of the indemnified party or that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party (in which case the indemnifying party shall not have the fight to assume the defense of such action on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not be liable, in connection with any one such action or separate but substantially similar or related actions in the same Jurisdiction arising out of the same general allegations or circumstances, for the

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reasonable fees and expenses of more than one separate firm of attorneys for  the indemnified party, which firm shall be designated in writing by the  indemnified party).  The indemnifying party shall have the right, at its  option and unless so relieved, to compromise, at its own expense by its own  counsel, any such matter involving the asserted liability to a third party of  the indemnified party.  In the event that the indemnifying party shall  undertake to compromise any such asserted liability, the indemnifying party  shall notify the indemnified party promptly of its intention to do so.  In  the event that an indemnifying party after written notice from an indemnified





party fails to take timely action to defend any such damage, loss,  deficiency, liability, claimed encumbrance, penalty, cost, expense, action,  suit, investigation, proceeding, demand, assessment, audit, judgment or  claimed the indemnified party shall have the right to defend the same by  counsel of its own choosing but at the cost and expense of the indemnifying  party.  In the event that the indemnified party defends such an asserted  liability, it shall not compromise any such asserted liability without the  written consent of the indemnifying party, such consent not to be  unreasonably withheld or delayed.

Section 9.4    FURTHER REMEDIES FOR INFRINGEMENT.  If Licensee is prevented from its normal use of any Licensed Product or Documentation by injunction or court order arising from, relating to or in connection with any alleged or actual infringement on the intellectual property rights of a third party relating to any Licensed Product or Documentation, then Licensor at its option and in addition to the other remedies contained in this Agreement and at no expense, loss or damage to Licensee shall (a) replace such Licensed Product or Documentation free of any such infringement, (b) modify such Licensed Product or Documentation so that it is free of any such infringement or (c) procure for the benefit of Licensee, whether by license or other release of claim of infringement, the fight to make Sublicense Copies and copies of the Documentation to meet the demand of Redistributors and Customers and to market and sublicense Sublicense Copies and copies of the Documentation.

                                      ARTICLE 10                       AGREEMENT NOT TO COMPETE, CONFIDENTIALITY

Section 10.1   NONCOMPETITION.  Each of Licensor and Licensee understands and acknowledges that Licensor shall be entitled to protect and preserve the going concern value of Licensor's business to the extent permitted by law and that Licensor would not have entered into this Agreement absent the provisions of this Section 10.1 and, therefore, each of Licensor and Licensee agrees that during the term of this Agreement Licensee shall not engage in, represent in any way or be connected with directly or indirectly any business competing with the Licensed Products.

Section 10.2   CONFIDENTIAL INFORMATION.  Licensee understands and agrees that the Licensed Products and any related information marked Confidential constitute valuable intellectual property and trade secrets of Licensor and embody substantial creative efforts and confidential information, ideas and expressions belonging to Licensor.  Licensor understands and agrees that

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any reports supplied pursuant to this Agreement by Licensee to Licensor  relating to the Licensed Products contain proprietary information of  Licensee.  The Licensed Products and related information and such reports are  referred to collectively in this Agreement as the Confidential Information.  Each party to this Agreement shall observe at all times complete  confidentiality with regard to the Confidential Information of the other  party to this Agreement held by such party and shall not permit or authorize  access to or disclosure of any such Confidential Information to any other  person or entity other than such party's employees and consultants who have  executed confidentiality agreements with terms substantially similar to this  Agreement.  This Section 10.2 will not apply to any Confidential Information  that is required to be disclosed by applicable law or any Confidential  Information that becomes (a) public other than by virtue of a breach of this  Section 10.2 or (b) available to such party from another source (other than  any independent contractor engaged by such party to audit pursuant to this  Agreement the records of the other party hereto) that is not subject to a  confidentiality agreement with the other party hereto of which such party at  that time is aware.

Section 10.3   UNAUTHORIZED USE.  Each party to this Agreement shall notify the other party to this Agreement promptly in writing of the existence of any circumstances surrounding any unauthorized knowledge, possession or use of the Confidential Information by any person or entity other than the parties to this Agreement and each of their authorized employees and consultants.

Section 10.4   REMEDY.  Notwithstanding any other provision of this Agreement, each of the parties to this Agreement understands and agrees that the remedy of indemnity payments pursuant to this Agreement and other remedies at law would be inadequate in the case of any breach of the covenants contained in this Article 10 and each party to this Agreement agrees that the other party to this Agreement shall be entitled to equitable relief, including the remedy of specific performance, without posting of bond or other security, with respect to any breach or attempted breach of such covenants.

                                      ARTICLE 11                                         AUDITS

Section 11.1   AUDITS.  During the term of this Agreement and the five (5) year period immediately following termination of this Agreement, Licensor will have the right, at its own expense, to audit and examine Licensees records concerning either (a) the reproduction and sublicensing of the Licensed Products and the resulting fees due to Licensor or (b) compliance by Licensee with its obligations as to confidentiality under this Agreement.  During the term of this Agreement and the five (5) year period immediately following termination of this Agreement, Licensee will have the right, at its own expense, to audit and examine Licensor's records concerning compliance by Licensor with its obligations as to confidentiality under this Agreement.  Any such audit shall be





conducted during normal business hours, upon at least three business days prior written notification to the party to be audited stating the purpose of the audit

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and in such a manner so as to not unreasonably interfere with such party's business operations.  The auditing party shall keep any and all information derived from any audits confidential.  Such information is deemed to be Confidential Information within the meaning of Article 10.  In relation to such information, the parties to this Agreement are subject to the obligations and remedies set forth in Article 10.  The auditing party shall not use such information for any purpose other than the purpose of the audit as stated in such party's written notification for such audit.  If an audit of Licensee's records and books of account reveals that Licensee has underpaid the fees due under this Agreement to Licensor for the period under audit, Licensee shall pay to Licensor promptly the amount of the underpayment.  If the amount of underpayment for the period under audit exceeds five percent (5%) of the total amount owed during such period, Licensee shall reimburse Licensor for all costs and expenses incurred by Licensor in connection with performing the audit.

                                      ARTICLE 12                                   LIMITED WARRANTIES

Section 12.1   NO DEFECTS.  For twelve (12) months after delivery of the Master Copy of each Licensed Product to Licensee, Licensor warrants that the media in which the Licensed Products are stored shall be free from defects in materials and workmanship, assuming normal use.  Licensee may return any defective media to Licensor for replacement free of charge during such twelve (12) month period.

Section 12.2   PERFORMANCE.  For twelve (12) months after delivery of any Licensed Product to a Customer, whether Customer receives such Licensed Product from Licensee or a Redistributor, Licensor warrants that each Licensed Product will perform as described in the applicable Documentation.  If Licensee or any Redistributor or Customer discovers any errors or discrepancies in the Licensed Products from the Documentation during the twelve (12) month warranty period, Licensee shall notify Licensor promptly in writing of such error or discrepancy in sufficient detail to enable Licensor to recreate the error or discrepancy.  If the error or discrepancy is found by Licensee prior to the expiration of the ten (10) day evaluation period set forth in Section 4.2, such evaluation period shall be extended ten (10) days from the date of receipt by Licensee of the corrected Licensed Product from Licensor.

Section 12.3   DUTIES UNDER WARRANTY.  If Licensee or any Redistributor or Customer discovers any error in any Licensed Product or discrepancy in any Licensed Product from the Documentation that results in a material loss of performance in the Licensed Product within the twelve (12) month warranty period, then Licensor shall provide Licensee with the correction or method of resolving such error or discrepancy provided that Licensor shall not be responsible for any error or discrepancy caused by failure to use the Licensed Products as specified in the Documentation or any modifications made to any Licensed Product by or on behalf of a party other than Licensor.  If such error or discrepancy is not resolved within thirty (30) days after Licensee's

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written notice to Licensor, then Licensee as its sole remedy may (a) extend  the correction period to a date which is agreeable to Licensor and Licensee  or (b) return all copies of the Licensed Products to Licensor with a  certification by an authorized representative of Licensee that all copies  have been returned to Licensor or have been destroyed and that Licensee has  not retained any copies thereof and Licensor shall refund to Licensee the  amount paid by Licensee to Licensor for such Licensed Products.  Licensee  shall pay for all services rendered by Licensor in connection with the  Licensed Products or Documentation that are not covered or at that time are  no longer covered by the warranty described in this Agreement.

Section 12.4   EXCLUSIVE REMEDIES.  THE REMEDIES SPECIFIED ABOVE SHALL BE THE SOLE AND EXCLUSIVE REMEDIES OF LICENSEE REGARDING THE LICENSED PRODUCTS.  LICENSOR SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND, EXPRESS, RAPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  LICENSOR SPECIFICALLY MAKES NO REPRESENTATIONS REGARDING THE SUITABILITY OF THE LICENSED PRODUCTS FOR THE REQUIREMENTS OF ANY REDISTRIBUTOR.  OR CUSTOMER CONCERNING CAPACITY, INTERCONNECTIVITY, EXPANDABILITY OR PERFORMANCE.

                                      ARTICLE 13                                       LIABILITY

Section 13.1   LIMIT OF LIABILITY.  Licensor's total liability to Licensee under any provision of this Agreement shall be limited to the amount actually paid by Licensee to Licensor for the Licensed Product giving rise to the liability.  The existence of claims or suits against more than one Licensed Product shall not enlarge or extend the limit.  The parties to this Agreement acknowledge that each of them relied upon the inclusion of this limitation in consideration of entering into this Agreement.  IN NO EVENT SHALL A PARTY TO THIS AGREEMENT BE LIABLE TO THE OTHER PARTY TO THIS AGREEMENT FOR ANY SPECIAL, INDIRECT,





INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE, OR INABILITY TO USE, THE LICENSED PRODUCTS OR ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LMTED TO LOSS OF PROFIT OR OTHER MONETARY LOSS, LOSS OR INTERRUPTION OF DATA OR CONTUTER TIME, ALTERATION OR ERRONEOUS TRANSNUSSION OF DATA OR PROGRAM ERRORS, EVEN IF SUCH PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

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                                      ARTICLE 14                                  TERM AND TERMINATION

Section 14.1   TERM.  This Agreement shall be effective until the earlier of (a) its termination in accordance with the provisions of this Article 14 or (b) the date that is two (2) years after the date of this Agreement; provided, however, that this Agreement will renew automatically for successive terms of one (1) year each unless a party to this Agreement delivers written notice of termination to the other party to this Agreement at least sixty (60) days prior to the end of the original or any renewal term or the parties to this Agreement do not agree in writing to the Quota Amount referred to in subsection 14.2(b)(1) for any one (1) year renewal term at least sixty (60) days prior to the commencement of such term.

Section 14.2    TERMINATION.

(a) Either party to this Agreement may terminate this Agreement:

    (1)   Immediately upon written notice if the other party to this Agreement           becomes insolvent, is the subject of a petition in bankruptcy that is           not resolved within thirty (30) days, admits in writing its inability            to pay its debts, makes an assignment for the benefit of creditors,            ceases doing business or attempts an unauthorized assignment of this            Agreement; or

    (2)   Immediately upon written notice if the other party to this Agreement           performance of any obligation under this Agreement, including failure            to promptly pay any amount due hereunder, and fails to cure such            default within thirty (30) days after delivery of written notice            specifying the default (with any termination as a result of Licensee's           failure to pay amounts due under this Agreement resulting in the            acceleration of Licensee's obligation to pay all sums due to Licensor            under this Agreement).

(b) Licensor may terminate this Agreement:

    (1)   Upon ninety (90) days prior written notice if Licensee does not enter            into Sublicenses and other agreements relating to the Licensed            Products with Redistributors and Customers that result in fees payable           to Licensor hereunder in an aggregate amount equal to or greater than            the Quota Amount for any year during the term hereof.  As used herein,           the term Quota Amount means $50,000 for each of the first and second           years of the original term of this Agreement and an amount agreed to            in writing by the parties hereto in respect of any subsequent one year           renewal term (provided that such amount equals or exceeds $50,000).             If Licensor fails to deliver notice of termination pursuant to this            subsection 14.2(b)(1) within six (6) months after the end of the term           to which such termination relates, Licensor will be deemed to have            waived such termination right in respect of such term (but not in            respect of subsequent terms); or

    (2)   Upon thirty (30) days prior written notice if Licensee enters into an           agreement or other arrangement relating to the merger of Licensee with           another entity, the acquisition of the majority of Licensee's issued            and outstanding capital stock or the acquisition of substantially all           of the assets of Licensee.

Section 14.3   DUTIES UPON TERMINATION.  Upon the termination or expiration of the term of this Agreement, the parties shall have the following rights and obligations:

     (a)  Within five (5) days of written demand by Licensor to Licensee,           Licensee shall return or destroy all copies of the Licensed Products           and any materials associated with the Licensed Products in Licensee's           possession or control, except that Licensee may retain sufficient           copies of the Master Copy of each Licensed Product in object code form           to enable Licensee to meet its maintenance and support obligations to           its Customers, if any.

     (b)  Licensee immediately shall cease any use, reproduction, sublicensing           or distribution of the Licensed Products or the Documentation.

                                     16

     (c)  Within five (5) days of Licensor's written request, Licensee shall           certify in a writing reasonably acceptable to Licensor that except as           set forth in this Agreement all copies of the Licensed Products and           related material have been delivered to Licensor, destroyed or           rendered unusable.

     (d)  Licensee shall not use any Licensed Product or Documentation as part           of any other product that Licensee may use, sublicense or distribute





          and Licensee shall cease any use of the Marks associated with the           Licensed Products or Documentation.

     (e)  All valid Redistributor Agreements and Sublicenses by and between           Licensee and any Redistributors and Customers will remain and continue           in full force and effect for the remainder of their respective terms,           and at Licensor's option Licensee shall assign to Licensor its rights           in such agreements with respect to the Licensed Products or           Documentation; provided that if Licensor fails to provide reasonable           support to any Redistributor or Customer, Licensee may support such           Redistributor or Customer without payment of fees to Licensor.

     (f)  Licensee promptly shall account for and pay to Licensor all amounts           due and owing pursuant to the terms of this Agreement and provide           Licensor with all outstanding reports due under this Agreement.

     (g)  Licensee immediately shall cease holding itself out as having any           connection with any Licensed Product or Licensor, unless Licensee at           that time has a connection with Licensor by reason other than this           Agreement.

     (h)  Licensee shall report to Licensor in reasonable detail the status of           all negotiations with prospective Redistributors and Customers or           leads to prospective Redistributors and Customers and all services           which Licensee is obligated to provide to any Redistributors or           Customers.

Section 14.4   RIGHTS NOT EXHAUSTIVE. The fights and remedies of Licensor included in this Article 14 shall not be exclusive and are in addition to any other rights and remedies provided by law or equity.

Section 14.5   SURVIVAL.  The provisions of Articles 9, 10 and 11, Section 7.5 and this Section 14.5 and all obligations of Licensee to pay any amounts to Licensor under this Agreement will survive the termination of this Agreement.

                                       17

                                      ARTICLE 15                                        GENERAL

Section 15.1   NATURE OF RELATIONSHIP.  The relationship existing between Licensee and Licensor is one of an independent contractor, and this Agreement shall not be construed as creating a partnership, joint venture, agency relationship or as granting a franchise under federal or any state law.  Each of Licensee and its officers, employees or other representatives shall not enter into or attempt to enter into any obligation on behalf of Licensor.  Licensee shall not make any representations to any Redistributors or Customers with respect to the Licensed Products and Documentation, including without limitation representations as to any warranty, covenant or other terms or conditions relating to licensing of the Licensed Products, unless such representations are made (a) in strict accordance with this Agreement or (b) with the prior written consent of Licensor.

Section 15.2   NOTICES.  All notices and other communications hereunder shall be in writing and shall be deemed delivered (i) when delivered if delivered personally or by overnight courier or telecopier with proof of delivery or (ii) three (3) days after such communication is deposited in the United States mail with postage prepaid, if delivered, if mailed by registered or certified mail (return receipt requested) to the parties to this Agreement at the following addresses (or at such other address for a party as shall be specified by like notice):

     (a)  if to Licensor, to

          Peregrine/Bridge Transfer Corporation            14141 Southwest Freeway, Suite 6200            Sugar Land, Texas 77478           Attn:     President

     and

     (b)  if to Licensee, to

          Neon Systems, Inc.           14141 Southwest Freeway, Suite 6200            Sugar Land, Texas 77478           Attn: President

                                        18

Section 15.3   INTERPRETATION.  When a reference is made in this Agreement to an Article, Section, subsection or Exhibit, such reference shall be to an Article, Section, subsection or Exhibit of this Agreement unless otherwise indicated.  The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.  Whenever the words include, includes or including are





used in this Agreement, such term shall be deemed to be followed by the words without limitation. All accounting terms not defined in this Agreement shall have the meanings determined by generally accepted accounting principles.

Section 15.4   COUNTERPARTS  This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the parties to this Agreement and delivered to the other parties to this Agreement, it being understood that all such parties need not sign the same counterpart.  For purposes hereof, delivery shall be deemed effective upon exchange of signed copies of this Agreement by facsimile, provided that originally signed counterparts of this Agreement are transmitted promptly to the other parties hereto.

Section 15.5   ENTIRE AGREEMENT, THIRD PARTY BENEFICIARIES. This Agreement (including the documents and instruments referred to herein) (a) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter hereof and (b) is not intended to confer upon any person (including any Redistributor or Customer) other than the parties hereto any rights or remedies hereunder, except as provided in Article 9.

Section 15.6   GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE SIATE OF TEXAS.

Section 15.7   ASSIGNMENT.  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other party to this Agreement; provided, however, that Licensor may assign this Agreement to a subsidiary or entity controlling, controlled by or under common control with Licensor.   Subject to the preceding sentence, this Agreement will be binding upon,  inure to the benefit of and be to this Agreement and their respective  successors and permitted assigns.

Section 15.8   SEVERABILITY.  If any provision of this Agreement, or any portion of any provision hereof, shall be deemed invalid or unenforceable pursuant to a final determination of any court of competent jurisdiction or as a result of future legislative action, such determination or action shall be construed so as not to affect the validity or enforceability hereof and shall not affect the validity or effect of any other portion hereof

Section 15.9   AMENDMENT.  This Agreement may be amended only by a written instrument duly signed by each of the parties hereto.

                                      19

Section 15.10  WAIVER.  Any of the terms, covenants, representations, warranties or conditions of this Agreement may be waived only by a written instrument signed by the party to this Agreement waiving compliance.  No waiver by any party to this Agreement of any condition or breach of any term, covenant, representation or warranty contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term, covenant, representation or warranty set forth in this Agreement.

IN WITNESS WBEREOF, the parties hereto have executed this Agreement as of the date first above written.

                                   LICENSOR:                                    PEREGRINE/BRIDGE TRANSFER

                                   By: /s/ Charles E Noell                                       ----------------------------------                                    Name: Charles E Noell                                         --------------------------------                                    Title: General Partner                                          -------------------------------

                                   LICENSEE:

                                   NEON SYSTEMS, INC.

                                   By: /s/ F. Joseph Backer                                       ----------------------------------                                    Name: F. Joseph Backer                                         --------------------------------                                    Title: CEO                                          -------------------------------

                                   20

                                     EXHIBIT B                                    THE TERRITORY

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

A: 43457
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Q: Exhibit 28 (h) (1) (a) under Form N‐1A Exhibit 99 under item 601/REG. S‐K

SERVICES AGREEMENT

THIS AGREEMENT, dated and effective as of January 1, 2004 (this Agreement) between FEDERATED INVESTMENT MANAGEMENT COMPANY, a Delaware statutory trust (the Adviser), and FEDERATED ADVISORY SERVICES COMPANY, a Delaware statutory trust (FASC),

WITNESSETH:

WHEREAS, the Adviser serves pursuant to advisory or subadvisory agreements (Advisory Agreements) as investment advisor or subadvisor to investment companies registered under the Investment Company Act of 1940 (the 1940 Act) and/or separate accounts not required to be so registered (collectively, Accounts); and

WHEREAS, the Adviser desires to engage FASC to provide certain services to Adviser in connection with the services to be provided by the Adviser under the Advisory Agreements;

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1. Services. FASC agrees to provide to the Adviser the services indicated in Exhibit A to this Agreement (the Services).

2. Fees. For its Services under this Agreement, Adviser agrees to pay FASC the Services Fees calculated and payable in accordance with Exhibit B to this Agreement.

3. Records. FASC shall create and maintain all necessary books and records in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the 1940 Act and the rules thereunder, as the same may be amended from time to time, pertaining to the Services performed by it and not otherwise created and maintained by another party. Where applicable, such records shall be maintained by FASC for the periods and in the places required by Rule 31a-2 under the 1940 Act. The books and records pertaining to any Account which are in the possession of FAS shall be the property of such Account. The Account, or its owners or authorized representatives, shall have access to such books and records at all times during FASC's normal business hours. Upon reasonable request, copies of any such books and records shall be provided promptly by FASC to the Account or the Account's owners or authorized representatives.

4. Limitation of Liability and Indemnification.

(a) FASC shall not be responsible for any error of judgment or mistake of law or for any loss suffered by the Advisor or any Account in connection with the matters to which this Agreement relates, except a loss resulting from willful malfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

(b) The Adviser shall indemnify FASC and shall hold FASC harmless from and against any liability to any Account or to any other person which may incurred by or asserted against FASC for any action taken or omitted by it in performing the Services in accordance with the above standards, and any expenses (including the reasonable fees and expenses of its counsel) which may be incurred by FASC in investigating or defending itself against the assertion of any such liability. FASC shall give prompt notice to the Adviser of the assertion of any claim or liability which is reasonably likely to result in a claim for indemnification under this Section; provided that the failure to give such notice, or any delay in giving such notice, shall not lessen the obligation of the Adviser to indemnify FASC except to the extent it results in actual prejudice. The Adviser shall have the option, by notice to FASC, to assume the defense of any claim which may be the subject of indemnification hereunder. In the event such notice is given, the Adviser shall assume the defense of the claim, and FASC shall cooperate with the Adviser in such defense, subject to the obligation of the Adviser to reimburse FASC for the expenses resulting therefrom. In the event Adviser gives notice that it will assume the defense of any claim, the Adviser shall not be obligated to indemnify FASC for any further legal or other expenses incurred in investigating or defending such claim, except those incurred at the request of the Adviser or its counsel. FASC shall in no event compromise or settle any claim for which it may seek indemnification hereunder, except with the prior written consent of the Adviser or unless the Adviser fails, within 30 days after notice of the terms of such settlement, to notify FASC that it has assumed the defense of such claim and will indemnify FASC for any liability resulting therefrom.

(c) The Adviser and FASC are each hereby expressly put on notice of the limitation of liability set forth in the Declaration of Trust of the other party. Each party agrees that the obligations of the other party pursuant to this Agreement shall be limited solely to such party and its assets, and neither party shall seek satisfaction of any such obligation from the shareholders, trustees, officers, employees or agents of the other party, or any of them.

5. Duration and Termination.

(a) Subject to the remaining provisions of this Section, the term of this Agreement shall begin on the effective date first above written and shall continue until terminated by mutual agreement of the parties hereto or by either party on not less than 60 days' written notice to the other party hereto.





(b) Notwithstanding the foregoing, to the extent that the Services to be provided with respect to any Account which is registered as an investment company under the 1940 Act (herein referred to as a registered investment company) are services referred to in the definition of investment advisor under Section 202(a)(11) of the Investment Company Act of 1940 (herein referred to as investment advisory services), then with respect to such Account, this Agreement:

(i) shall not commence until the effective date of its approval by the board of directors or trustees (Board) of such Account;

(ii) shall continue from year to year thereafter, subject to the provisions for termination and all other terms and conditions hereof, only if such continuation shall be specifically approved at least annually by a majority of the Board, including a majority of the members of the Board who are not parties to this Agreement or interested persons of any such party (other than as members of the Board) cast in person at a meeting called for that purpose;

(iii) may be terminated at any time without the payment of any penalty by the Board or by a vote of a majority of the outstanding voting securities (as defined in Section 2(a)(42) of the 1940 Act) of the Account on 60 days' written notice to the Adviser;

(iv) shall automatically terminate in the event of (A) its assignment (as defined in the 1940 Act) or (B) termination of the Advisory Agreement for any reason whatsoever.

6. Amendment. This Agreement may be amended at any time by mutual written agreement of the parties hereto; provided, however, that no Amendment to this Agreement shall be effective with respect to any investment advisory services to be provided to any Account which is registered investment company unless, to the extent required by Section 15(a)(2) of the 1940 Act, such amendment has been approved both by the vote of a majority of the Board of the Account, including a majority of the members of the Board who are not parties to this Agreement or interested persons of any such party (other than as members of the Board), cast in person at a meeting called for that purpose and, where required by Section 15(a)(2) of the 1940 Act, on behalf of the Account by a majority of the outstanding voting securities of such Account as defined in Section 2(a)(42) of the 1940 Act.

7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

8. Section Headings; Counterparts. The underlined Section headings in this Agreement are for convenience of reference only and shall not affect its construction or interpretation. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto, through their duly authorized officers, have executed this Agreement as of the effective date first above written.

FEDERATED INVESTMENT MANAGEMENT COMPANY

By: /s/ G. Andrew Bonnewell Name: G. Andrew Bonnewell Title: Vice President

FEDERATED ADVISORY SERVICES COMPANY

By: /s/ Keith M. Schappert Name: Keith M. Schappert Title: President





EXHIBIT A

DESCRIPTION OF SERVICES

The following are the categories of Services to be provided by FASC to the Adviser pursuant to the Agreement:

Performance attribution. Performance attribution enables portfolio managers and senior management to identify the specific drivers behind each portfolio's performance. Performance attribution analysts are responsible for data integrity, creation of attribution reports and maintenance of attribution models.

Administration and Risk Management. Employees of Federated Advisory Services Company provide support to portfolio managers and other employees of affiliated advisers. Such services may include development of risk management programs, production of portfolio and compliance reports for clients and/or fund Boards, completion of required broker and custody documentation, development and documentation of operational procedures, coordination of proxy voting activities, on-site support of hardware and software, etc.

Categories 1 and 2 above shall not be treated as investment advisory services for purposes of Section 5(b) of the Agreement.





EXHIBIT B

CALCULATION AND PAYMENT OF SERVICES FEES

For each Category of Services referenced in Exhibit A, Adviser shall pay FASC a Services Fee, payable monthly in arrears, determined according to the following formula:

Services Fee = Cost of Services x Adviser's Assets under Management Total Assets Under Management x (1 + Applicable Margin)

Where:

Cost of Services is FASC's total Operating Costs incurred in providing the applicable Category of Services during the month to all investment advisers for which FASC provides that Category of Services.

Adviser's Assets under Management is the total average assets under management for the month for all Accounts or portions thereof for which the Adviser acts as investment adviser or subadvisor and which utilize the Category of Services.

Total Assets under Management is the total average assets under management for the month for all Accounts or portions thereof for which all investment advisers (including the Adviser) to which FASC provides that Category of Services act as investment adviser or subadviser and which utilize the Category of Services.

Applicable Margin is 0.10.

Operating Costs means all operating expenses and non-operating expenses of FASC for the cost center(s) providing the applicable Category of Services. 
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.

A:
4560
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