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 unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Q: EXHIBIT 10.102

[McDATA LOGO]

RESELLER AGREEMENT

AGREEMENT NUMBER: 200-04-634-00

McDATA CORPORATION (McDATA)          RESELLER  MTI TECHNOLOGY CORPORATION

380 INTERLOCKEN CRESCENT              ADDRESS: 14661 FRANKLIN AVE

BROOMFIELD, CO 80021                  ADDRESS: TUSTIN, CA 92780

ADDRESS:

THE EFFECTIVE DATE OF THIS RESELLER AGREEMENT SHALL BE: Sept 29, 2004

The following documents are incorporated herein by reference:

Reseller Agreement

Premier Addendum

This Agreement, and all Addendums and attachments hereto, identified above, and Channel Notification Documents as issued by McDATA from time to time constitute the entire agreement between McDATA and Reseller with respect to the subject matter hereof, and supersedes all prior and contemporaneous oral or written representations or agreements between the parties regarding the subject matter of this Agreement.

ACCEPTED AND AGREED TO BY:            ACCEPTED AND AGREED TO BY:

McDATA CORPORATION(McDATA)            RESELLER MTI TECHNOLOGY CORPORATION

SIGNED: /s/ Bruce Chumley             SIGNED: /s/ Ron Umagat        ---------------------------           ---------------------------------- NAME: Bruce Chumley                   NAME: Ron Umagat

TITLE: VP Channel Sales               TITLE: VP of Operations

DATE: 9/29/04                         DATE: 9/24/04

This Reseller Agreement (the Agreement) is entered into by and between McDATA and Reseller.

1.    SCOPE

This Agreement establishes the terms and conditions under which Reseller will purchase, market, sell, license or incorporate for resale the McDATA Products and End User Customer Services in the Territory and the non-exclusive terms under which McDATA will provide the Products and End-User Customer Services (as defined below).

2.    DEFINITIONS

2.1 CHANNEL NOTIFICATION DOCUMENT(S) means McDATA's standard form, incorporated herein by reference, for notifying Resellers of price changes, new product announcements, discontinued/obsolete product announcements, engineering change notifications, product information, marketing and sales Incentive programs, and any other business matters affecting pricing, products and services.

2.2 END USER CUSTOMER SERVICES means the collective reference to warranty and post warranty (maintenance) services, including standard and enhanced warranty services, made available by McDATA and provided directly to End User Customers.

2.3 PRODUCT(S) means McDATA hardware, Software, and related features, conversions, and options, as listed in the Addendum and further provided through Channel Notification Documents.

2.4 SOFTWARE means the computer software, In machine executable object code format only, that is delivered and licensed by McDATA with the Product.

2.5 TERRITORY means the area designated on the first page of the incorporated Addendum to this Agreement in which Reseller may, on a non-exclusive basis, market and sell the Products and End User Customer Services.

3.    APPOINTMENT/TERRITORY

3.1 Subject to the terms and conditions of this Agreement, McDATA hereby authorizes and appoints Reseller and Reseller accepts the appointment, as a non-exclusive reseller to purchase Products from McDATA and to market, sell, or incorporate for resale McDATA Products to End User Customers in the Territory.

3.2 Reseller's authorization from McDATA to resell McDATA Products is limited to the Territory shown on the first page of this Agreement. Additional sales locations must be pre-approved by McDATA. Reseller may request that additional Reseller sales locations are added to this Agreement. Upon Reseller's request, McDATA will provide Reseller with the criteria and process for applying for authorization of additional sales locations. Reseller agrees that any additional





McDATA authorized sales locations will be governed by the terms and conditions of this Agreement.

3.3 McDATA reserves the right to revise the list of Products and End User Services at any time during the term of this Agreement. McDATA will notify Reseller of such revisions through a Channel Notification Document(s).

4.    TERM AND TERMINATION

4.1 TERMINATION WITHOUT CAUSE. Either party may terminate this Agreement without cause upon sixty (60) days prior written notice to the other party.

4.2 TERMINATION FOR BREACH. In addition to any other rights or remedies that may be available at law or in equity, either party may terminate this Agreement if the other party is in material breach of this Agreement and has not cured the breach within thirty (30) days of receiving written notice specifying the breach. If the breach is not cured within the thirty (30) day period, termination will become effective on the thirty-first (31st) day following the written notice.

4.3 TERMINATION FOR INSOLVENCY. Either party, upon written notice to the other party, may elect to immediately terminate this Agreement upon the occurrence of any of the following events: (i) a receiver is appointed for either party or its property; (ii) either party makes, or attempts to make, an assignment for the benefit of its creditors; (iii) any proceedings are commenced by or for either party under any bankruptcy, insolvency, or debtor's relief law and such proceedings are not set aside within thirty days following their filing; and/or (iv) either party liquidates or dissolves or makes a good faith attempt to liquidate or dissolve.

4.4 EFFECT OF TERMINATION. Termination of this Agreement shall not limit either party from pursuing any other remedies available to it, Inducing injunctive relief. The termination of this Agreement simultaneously terminates all programs and incentives McDATA offered to Reseller through Channel Notification Documents and voids any unused program account balances. Upon cancellation, termination or expiration of this

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Agreement, Reseller agrees to immediately pay all monies due to McDATA under this Agreement.

The parties' rights and obligations under Sections 8,9 and 10 hereof shall survive termination of this Agreement.

5.    RESELLER OBLIGATIONS/RESPONSIBILITIES

5.1 SALES. Reseller agrees to actively market, promote, demonstrate, sell and provide the Products and End User Customer Services only within the Territory during the term of this Agreement

5.2 REPORTS. For warranty purposes, McDATA may require Reseller to provide McDATA with a written report containing, without limitation, the following information: End User Customer name, Reseller's authorization or location Number, End User Customer information, Product serial numbers, number of units, and level of warranty. McDATA will notify Reseller of reporting requirements, including content and format, in a Channel Notification Document.

5.3 EDUCATIONAL REQUIREMENTS. Reseller agrees to participate in McDATA-speciflad educational courses for purposes of training Reseller's personnel. Educational course requirements will be provided in a Channel Notification Document and must be satisfied by Reseller to maintain its status as a McDATA authorized Reseller McDATA will provide to Reseller without tuition fee, at a McDATA designated training site, the required educational courses identified on the Addendum.

5.4 END USER CUSTOMER TERMS AND CONDITIONS. Reseller will ensure that the terms of its executed agreements with End User Customers am not in conflict with this Agreement

5.5 POINT OF SALE (POS) REPORTS. Beginning on the first month after the Effective Date, in order to qualify for certain McDATA channel partner program benefits, Reseller will provide McDATA with a written monthly point of sale report (POS Report) listing the Products that Reseller has sold, by model and serial number, together with the names and addresses of all End User Customers. Detailed POS requirements will be communicated through Channel Notification Documents.

5.6 FINANCIAL STATEMENTS. Reseller agrees to provide McDATA with its and its ultimate parent company's most recent financial statements prior to the Effective Date of the Agreement.

6.    McDATA OBLIGATIONS/RESPONSIBILITIES

6.1 END USER CUSTOMER SERVICES

McDATA will make available, for End User Customers, warranty, enhanced warranty, and post warranty services according to the terms and conditions of the applicable manufacturer's warranty and McDATA's then-current maintenance policies, McDATA, or an authorized McDATA service provider, will provide technical support and repairs during the warranty and post warranty periods to End User Customers. McDATA reserves the right to revise its technical support program. McDATA will notify Reseller of changes to McDATA's warranty and





technical support and repairs policy through Channel Notification Document(s).

6.2 PRODUCT DISCONTINUATION. McDATA reserves the right to discontinue Products. McDATA will notify Reseller of any Product discontinuance through Channel Notification Document(s).

6.3 PRODUCT AND SERVICE ANNOUNCEMENTS. McDATA will notify Reseller of changes and innovations in performance, serviceability, uses and applications of Products and End User Services through Channel Notification Document(s).

7.    END USER CUSTOMER SOFTWARE LICENSE

Product(s) that embody or include Software will be delivered with a shrink-wrap or click-through software license which shall govern End User Customer's use of the Software. McDATA or its suppliers retain title in and to the Software and all intellectual property rights, and no title to the Software or intellectual property rights is transferred to the End User Customers. Such Software is proprietary to, trade secret of, and copyrighted by McDATA or its suppliers.

8.    CONFIDENTIALITY

8.1 As used herein, CONFIDENTIAL INFORMATION will mean any and all technical or business information, including third party information, furnished or disclosed, in whatever form or medium (regardless of whether tangible, Intangible, visual or oral), by one party to the other, including but not limited to information regarding patents and patent applications, trade secrets, works of authorship, software programs, software source documents, software architecture, algorithms, formulae, ideas, techniques, know-how, processes, inventions, apparatuses, equipment, models, information related to current, future and proposed products and services, research, experimental work, development, design details, specifications and engineering information, financial information, procurement, purchasing and manufacturing requirements, potential and actual customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising information, marketing plans; information regarding third parties; and any physical manifestations of Confidential Information (such as notes, reports, memoranda, etc.).

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8.2 Information will not be deemed Confidential Information hereunder if the receiving party can demonstrate that such Information: (a) is already known to the receiving party prior to disclosure; (b) is independently developed by the receiving party without the use of the disclosing party's Confidential Information; (c) is or becomes publicly available through no fault of the receiving party; or (d) is obtained by the receiving party from a third party other than one having an obligation to the disclosing party with respect to the Confidential Information disclosed. A party may disclose Confidential Information pursuant to the requirements of a governmental agency or by operation of law, provided that such party gives the other party reasonable prior written notice sufficient to allow the other party time to contest such disclosure.

8.3 Each party agrees that for a period of three (3) years following the disclosure of Confidential Information, it (a) will not use, directly or indirectly, or reproduce the Confidential Information of the other party for any purpose except in accordance with the terms of the Agreement, (b) will not disclose the Confidential Information of the other party to any third parties except as expressly permitted in this Agreement, and (c) will take all reasonable security measures to maintain the confidentiality of all Confidential Information of the other party in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance.

8.4 Upon the termination or expiration of this Agreement, or upon any request of a party, all Confidential Information, together with any copies of same as may be authorized herein, will (at the election of the disclosing party) either be returned to the disclosing party or certified destroyed by the receiving party. Notwithstanding the termination or expiration of this Agreement, each party agrees the requirements regarding use, confidentiality and non-disclosure set forth herein will survive the termination or expiration of this Agreement for a period of three (3) years from the date of the disclosure of the Confidential Information.

8.5 Each party acknowledges that its breach of this Section will cause irreparable damage and hereby agrees that the other party shall be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.

9.    TRADEMARKS.

Subject to McDATA's prior written approval, McDATA grants Reseller a limited, nonexclusive, non-transferable, revocable license to use McDATA's Trademarks (defined as McDATA's name or any abbreviation thereof, its acronym, logotype or any other trademarks or trade names of McDATA) for the sole purpose of marketing and selling Products and End User Customer Services in the Territory during the term of this Agreement Reseller agrees to comply with McDATA's Logo Usage Guide, which is found at McDATA's web site, www.mcdata.com. By using McDATA's Trademarks, Reseller does not acquire any proprietary rights to such Trademarks, and Reseller agrees not to obtain or attempt to obtain, by any method, any rights, title or interest in or to any of the Trademarks. Additional provisions relating to the proper usage of the Trademarks are sat forth in Channel





Notification Documents.

10.   LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTY

10.1 EXCEPT FOR A BREACH OF SECTION 8 (CONFIDENTIALITY), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, NOR FOR ANY DAMAGES RELATING TO LOST DATA, LOST PROFITS, ADVERTISING OR PROMOTIONAL COSTS, TERMINATION OF EMPLOYEES, SALARIES OF EMPLOYEES OR SEVERANCE PAYMENTS, CREATION OF CUSTOMER BASE, OR FUTURE EXPECTATIONS OR OTHER ECONOMIC ADVANTAGE, HOWSOEVER ARISING AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY OR TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY IN LAW OR IN EQUITY, EVEN IF SUCH PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Notwithstanding any provision herein to the contrary, McDATA's entire liability in any given instance from any cause whatsoever, and regardless of the form of action, whether in contract, warranty or tort (including negligence) or any other theory of liability in law or in equity, will in no event exceed the lease, of (i) the purchase price for the specific Product that is the subject matter of or is directly relative the cause of action; or (ii) Five Hundred Thousand Dollars ($500,000).

10.3 The foregoing limitations will not apply (i) to claims by either party for personal injury or damage to personal property, or (ii) claims by McDATA for negligent or misuse or unauthorized use by Reseller of any of McDATA's proprietary rights, including Trademarks and Software.

10.4 THE WARRANTIES, IF ANY, PROVIDED IN THIS AGREEMENT (INCLUDING THE APPENDICES AND CHANNEL NOTIFICATION DOCUMENTS) OR AS PROVIDED WITH THE PRODUCTS ARE GIVEN IN LIEU OF ALL OTHER

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WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED.

11. MARKETING

McDATA and Reseller may publicly refer to the existence, but not the content, of this Agreement and may reference their business relationship by creating a hyper-link from one party's web site to the other party's web site. Reseller grants McDATA a license to use Reseller's trademarks and corporate logos solely for such marketing and reference purposes. Copies of each party's logo and authorized trademark(s) can be obtained from their respective marketing departments and may not be altered or changed by either party, its employees or agents, without prior written permission from an authorized representative of the other.

12. GENERAL

12.1 NO AMENDMENT OR WAIVER. No provision of this Agreement will be deemed waived, amended or modified by either party, unless such waiver, amendment or modification is made in writing and signed by authorized representatives of both parties. No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of&sbsp;such rights or any other rights under this Agreement. Notwithstanding the foregoing, the parties agree to the use of Channel Notification Documents as set forth in this Agreement.

12.2 SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable by a proper authority having jurisdiction over this Agreement, the remaining provisions of this Agreement will remain in full force and effect.

12.3 NO AGENCY CREATED. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties. Neither party is granted the tight or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of the other party, or to bind such other party in any manner to anything whatsoever.

12.4 NO THIRD PARTY BENEFICIARIES. The parties agree that there shall be no third party beneficiaries to this Agreement, including but not limited to Reseller's End User Customers.

12.5 ASSIGNMENT. Neither party will assign this Agreement or any rights hereunder without the prior written consent of the other party, which consent will not be unreasonably withheld. Notwithstanding the foregoing sentence, McDATA may assign this Agreement to any entity controlled by, controlling, or under common control with McDATA or to any successor by merger, divestiture, consolidation or reorganization, or to any purchasers of all or substantially all of the assets of the business of McDATA without consent of Reseller.

12.6 GOVERNING LAWS. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado excluding its choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is specifically excluded and shall not be applicable to any transaction contemplated herein.

12.7 DISPUTE RESOLUTION PROCESS. In case of any dispute between the parties relating to this Agreement, such dispute shall be finally resolved in Denver, Colorado (USA) by arbitration under the Commercial Rules of Arbitration of the American Arbitration Association, using three arbitrators, one selected by each of McDATA and Reseller and the third selected in accordance with such Rules. The





arbitrators will decide the issues presented to them applying the substantive laws of the Sate of Colorado (USA). The award of the arbitrators may be granted notwithstanding the absence of any party and such award shall be in writing and shall be final and binding upon the parties and shall not be appealed from or contested in any court or tribunal. Any award rendered hereunder may be entered for enforcement, if necessary, in any court of competent jurisdiction.

12.8 INJUNCTIVE RELIEF. Notwithstanding the above provisions relating to arbitration, the parties agree that in respect of any violation of any provision of this Agreement, including without limitation violation of any proprietary or confidential information, for which an award of damages is an inadequate remedy to project the injured party, the injured party is entitled to seek injunctive relief, including a preliminary injunction, in a court of competent jurisdiction, in addition to any other relief available to it under the arbitration procedures specified above in Section 12.7.

12.9 OFFICIAL LANGUAGE. The official language of this Agreement and all transactions conducted under this Agreement is English.

12.10 FORCE MAJEURE. Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, delays by suppliers or shortages of transportation, facilities, fuel, energy, labor, or materials.

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12.11 COMPLIANCE WITH LAWS. McDATA and Reseller each agree to comply with all applicable laws and each understand and agree that the continuing rights and obligations of the parties hereunder are specifically conditioned upon compliance with such laws. These laws include, without limitation, the following: (i) the U.S. anti-boycott regulations, (ii) the U.S. Foreign Corrupt Practices Act (FCPA), (iii) the export control laws of the United States of America, (iv) the prevailing regulations which may be issued from time to time by the U.S. Department of Commerce and the Office of Munitions Control and the U.S. Department of State, and (v) any export or import laws of the agencies of the Territory or of any countries into or through which the Products purchased under this Agreement may be transported.

12.12 NOTICES. Notices required hereunder will be in writing and will be deemed given when transmitted by facsimile (provided such facsimile is subsequently confirmed in writing within five (5) days of the facsimile date) or deposited with an express delivery service with guaranteed third-day delivery, prepaid, addressed as follows:

NOTICES TO: McDATA CORPORATION:         McDATA Corporation         380 Interlocken Crescent         Broomfield, CO 80021         Attn: VP of Sales         With a copy to: VP and General Counsel         Fax:720-558-3235

NOTICES TO: RESELLER             MTI Technology Corp             14661 Franklin Ave             Tustin,CA 92780             Attn: CFO             Fax : 714-481-4136

12.13 ENTIRE AGREEMENT. This Agreement, together with any and all attachments hereto and applicable Appendices, Addendums and Channel Notification Documents as issued from time to time by McDATA constitutes the entire agreement between McDATA and Reseller with respect to the subject matter hereof, and supersedes all prior and contemporaneous oral or written representations or agreements between the parties regarding the subject matter of this Agreement.

12.14 COUNTERPARTS. This Agreement may be executed in counterparts or by facsimile, each of which shall be an original, and all of which together shall constitute one and the same instrument.

12.15 NUCLEAR, AVIATION OR LIFE SUPPORT APPLICATION. McDATA specifically disclaims liability for use of McDATA Software in connection with the design, construction, maintenance, and/or operation of any (i) nuclear facility, (ii) aircraft, aircraft communication or aircraft ground support system, or (iii) life support system by Reseller or its End User Customers. Such use is entirely at the user's risk. McDATA shall not be liable to Reseller or its End User Customers, in whole or in part, for any claims arising out of such use. Reseller agrees to defend, indemnify, and hold McDATA harmless from and against any and all claims arising out of use of the Software in such applications by Reseller or its End User Customers.

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PREMIER RESELLER ADDENDUM

RESELLER AGREEMENT





This addendum applies to a Reseller that will purchase, market, sell license or incorporate Product to any commercial non-United States government entity, instrumentality or agency.

TERRITORY: NORTH AMERICA

1. SCOPE

1.1 Sales to the US Government are not authorized under this Agreement.

1.2 Reseller is authorized to procure McDATA Products and End User Customer Services through the source defined in Paragraph 2.3, Product Provider. Reseller procurement of Product and End User Customer Services from sources other than the Product Provider is a material breach of this Agreement and may result in termination of this Agreement. In the event Reseller procures Product or End User Customer Services from sources other than its Product Provider, such procurements will not be included in any McDATA marketing and promotional programs made available to Reseller by McDATA. McDATA, at its sole discretion, may change this policy through a Channel Notification Document.

2. DEFINITIONS

2.1 DISTRIBUTOR means a business entity which is authorized by McDATA through a fully executed distributor agreement to market and sell, or incorporate for resale, the McDATA Products and End User Customer Services to McDATA authorized Resellers in its Territory.

2.2 END USER CUSTOMER means any entity which, for its own use and not for resale, (i) purchase McDATA-manufactured Products; and/or (ii) licenses Software associated therewith from McDATA; and/or (iii) receives End User Customer Services from McDATA.

2.3 PRODUCT PROVIDER means either a McDATA-authorized OEM and/or Distributor who provides Product(s) to the Reseller, as set forth in Appendix 1.

2.4 RESELLER means a business entity which is authorized by McDATA through a fully executed Reseller Agreement to (i) market and resell Products; (ii) purchase McDATA-manufactured Products from a Product Provider, without the intention of purchasing such Products for its own use; and/or (iii) resell End User Customer Services from McDATA.

3. TERM

The initial term of this Agreement shall be for a period of one (1) year from the Effective Date unless sooner terminated pursuant to the termination provisions herein. Thereafter, this Agreement automatically renews for successive terms of one (1) year.

4. RESELLER OBLIGATIONS/RESPONSIBILITIES

For enhanced warranty and post warranty services, Reseller shall refer to McDATA's Product Offerings on its website. McDATA will notify Reseller of changes to the Product Offerings through its Channel Notification Documents.

5. END USER CUSTOMER SOFTWARE LICENSE

Product(s) that embody or include Software will be delivered with a shrink-wrap or click-through software license which shall govern End User Customer's use of the Software. Such Software is proprietary to, trade secret of, and copyrighted by McDATA or its suppliers. McDATA or its suppliers retain title in and to the Software and all intellectual property rights, and no title to the Software or intellectual property rights is transferred to the End User Customers.

6. MARKETING

Reseller agrees not to publish or advertise any price below Manufacturer's Suggested List Price on its web site or by means of any online communications or any other mass communications, including without limitation, catalogues, fax blasts, direct mail pieces, or e-mail blasts.

7. GOVERNMENT FLOWDOWN PROVISIONS.

Reseller agrees that flowdown provisions, including, but not limited to United States Government Federal Acquisition Regulations (FARs), Defense FARs or NASA FARs, shall not apply to McDATA and McDATA does not accept such provisions notwithstanding the existence of such provisions. In addition, McDATA is not responsible for fulfilling any contract obligations under any schedule contracts including those obligations under the United States Government General Service Administration (GSA) contract and the California Multiple Award Schedule (CMAS) contract.

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APPENDIX I                                RESELLER AGREEMENT                                  PREMIER PARTNER                  PRODUCTS, PRODUCT PROVIDER AND REVENUE TARGETS

PRODUCTS:

Reseller is eligible to sell the McDATA Products listed below. McDATA will provide Product information including pricing, availability, features,





accessories, services and support in the Channel Notification Documents. McDATA will update the Product listing from time-to-time through the Channel Notification Documents.

- Fibre Channel Directors

- Switches

- Software

- Fabricenter(TM) Cabinet

004 ANNUALIZED REVENUE TARGET: $500,000

The 2004 Annualized Revenue Target to qualify as a Premier Reseller is $500,000. Reseller is eligible for Premier Reseller program benefits and responsible for the obligations as defined in the Channel Notification Documents.

INITIAL EDUCATION REQUIREMENTS:

Reseller must successfully complete both Sales and Technical Foundation training, for each McDATA authorized sales location, as follows, within ninety (90) days of the effective date of this Agreement.

Sales:      All Sales Reps/sales location     McDATA Solution (web-based) Technical:  3 individuals                     Certified Professional Accelerated                                               Track (CPAT)

McDATA will waive the charges associated with the above listed required technical courses for three (3) individuals at Reseller's organization. McDATA may, at its sole discretion, provide additional education incentives to Reseller based upon sales performance. These incentives, if made available, will be communicated via Channel Notification Documents.

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PRODUCT PROVIDER:

Reseller will purchase Products directly from one of the Distributors listed on the next page below. Terms and conditions for purchase of Products from the Distributor are as agreed between Distributor and Reseller.

Reseller may elect a new distributor annually by notifying McDATA thirty (30) days prior to renewal of the Agreement. If McDATA does not receive notice of a new distributor election and the Agreement is renewed, Reseller agrees that it will continue to purchase Products through the currently designated distributor.

Under limited circumstances as approved by McDATA in writing, Reseller may purchase from another Product Provider as directed by McDATA. This may include a) critical customer need where Product is not available from Product Provider in the time frame required by End User, but available through another Authorized McDATA Product Provider or b) repeated, documented dissatisfaction with specified Product Provider during the term of the Agreement.

PLEASE INDICATE WHICH ONE OF THE FOLLOWING DISTRIBUTORS YOU CHOOSE TO BUY FROM FOR THE FIRST YEAR OF YOUR AGREEMENT WITH McDATA:

[ ] AVNET

East Coast Sates - Elsa Neves      Phone:   877-286-3879 X5815                                    Fax:     480-794-9324                                    Email:   elsa.neves@avnet.com West Coast Sates - Jan Johnson     Phone:   877-967-3664                                    Fax:     480-794-9324                                    Email:   jan.johnson@avnet.com

[ ] ARROW ESS

Cindie Snell                       Phone:     303-824-3651                                    Fax:       303-824.3646                                    Email:     csnell@arrow.com

[ ] BELL MICROPRODUCTS,INC

Lyle Freemen                       Phone:     952-345-7942 1941 Ringwood Ave                  Email:     lfreerman@bellmicro.com San Jose, California 95131 -1721

[ ] MOCA







Adrienne Hargrove                         Phone:     1 -800-786-3425 5230 Pacific Concourse Dr, 4th Flr,       Fax: Los Angeles, CA 80045                     Email:

[X] TIDAL WIRE

Cherie Vallone                     Phone:     781-332-1104                                    Email:     cvallone@tidalwire.com

McDATA reserves the right to change the Premier Partner criteria each January or upon sixty (60) days advanced notice through a Channel Notification Document. If Reseller fails to comply with any of the above requirements, McDATA reserves the right to change the Reseller Designation and Reseller will become eligible for only those programs applicable to the new Reseller Designation.

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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: EXCEPT FOR A BREACH OF SECTION 8 (CONFIDENTIALITY), IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, NOR FOR ANY DAMAGES RELATING TO LOST DATA, LOST PROFITS, ADVERTISING OR PROMOTIONAL COSTS, TERMINATION OF EMPLOYEES, SALARIES OF EMPLOYEES OR SEVERANCE PAYMENTS, CREATION OF CUSTOMER BASE, OR FUTURE EXPECTATIONS OR OTHER ECONOMIC ADVANTAGE, HOWSOEVER ARISING AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY OR TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY IN LAW OR IN EQUITY, EVEN IF SUCH PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
****
Q: 1

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN REDACTED PROVISIONS OF THIS AGREEMENT. THE REDACTED PROVISIONS ARE IDENTIFIED BY THREE ASTERISKS AND ENCLOSED BY BRACKETS. THE CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

                                                                EXHIBIT 10.22

                                                                MP3.com, Inc.                                                                  P.O. BOX 910091                                                              San Diego, CA 92191                                                                   (619) 558-9390

                           SPONSORSHIP AGREEMENT

This Sponsorship Agreement (Agreement) is made an entered into on February 17, 1999 (Effective Date), by and between Tickets.com, Inc., a Delaware corporation, located at 4061 Glencoe Ave., Marina del Rey, CA 90292 (Tickets) and MP3.com, Inc., having an address at P.O. Box 910091, San Diego, CA 92191-0091 (MP3.com). MP3.com owns and operates the website located at www.mp3.com (the Website).

1. Form of Sponsorship. During the term of this Agreement, Tickets shall be MP3.com's exclusive partner/source for sports, entertainment, and travel tickets, and MP3.com shall include a Tickets Portal on the Music page and the Pop, Rock and Alternative genre pages on the Website. A Portal is defined as a web graphic with the dimensions not to exceed 125 x 125 pixels and 20Kb in size. The content of the Portal shall be supplied by Tickets and shall conform with reasonable technical and content specifications supplied by MP3.com.

2. Impressions. MP3.com agrees to deliver a guaranteed minimum of 3,000,000 Impressions per month for the term of this Agreement. An Impression is defined as the display of the Tickets Portal to a user on one of the above referenced pages.

3. Sponsor Fees. Tickets agrees to pay MP3.com, during the term of this Agreement, as follows: (i) $[***] payable on the Effective Date; (ii) $[***] payable on or before one month subsequent to the Effective Date; (iii) $[***] payable on or before two months subsequent to the Effective Date; (iv) $[***] payable on or before three months subsequent to the Effective Date; (v) $[***] payable on or before four months subsequent to the Effective Date; (vi) $[***] payable on or before five months subsequent to the Effective Date. Any late payments under this Agreement will be assessed a service fee of one and one-half percent (1.5%) per month, to the extent allowed by law.

4. Term and Termination. This Agreement shall commence on the Effective Date and shall remain in full force and effect until one (1) year subsequent to the Effective Date, provided however, that Tickets may terminate this Agreement for any reason upon thirty (30) days' notice to MP3. com at any time prior to the expiration of sixty (60) days subsequent to the Effective Date. Furthermore, for a thirty (30) day period, beginning thirty (30) days prior to the first anniversary of this Agreement, Tickets shall have the right to renew the Agreement for another year with Sponsor Fees that do not exceed a [***] percent increase over the existing Sponsor Fees. Any payments which have accrued prior to the date of termination shall remain due and payable. Sections 6, 7, and 8 shall survive termination of this agreement.

5. Measurement. Upon request, Tickets shall have access to pertinent statistics related to Impressions covering the period of this contract. Tickets agrees to accept MP3.com's measurement of Impressions (the Count) according to MP3.com's logs and other tracking devices and/or software MP3.com may use, provided however, that Tickets shall have the right to audit MP3.com's records in this regard. If Tickets reasonably disputes the Count pursuant to this Agreement, then Tickets shall have the right to select the independent auditor of its choice to conduct an audit of MP3.com's records (the Audit). The Audit will be conducted in such a way so as not to interfere to any material extent with MP3.com's operations. If, for any applicable period, the independent auditor determines that MP3.com overstated the Count by more than five percent (5%), than MP3.com shall pay the cost of the Audit and shall refund Tickets the difference between the amount originally paid and the amount which should have been paid, or MP3.com shall credit the appropriate amount of Impressions to Tickets' account.

[***] Confidential treatment has been requested for redacted portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

2

6. Representations and Warranties. Each party is solely responsible for any legal liability arising out of or relating to the content of its site and any material to which users can link through the sites. Each party represents and warrants that its sites will not: (i) infringe upon any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (ii) violate any law, statue, ordinance or regulation, including without limitation any laws regarding unfair competition, antidiscrimination or false advertising; (iii) be pornographic or obscene; (iv) be defamatory or trade libelous; or (v) contain viruses other harmful programming routines. Each party agrees to defend, indemnify and hold harmless the other and its shareholders, directors, officers, agents and employees for any and all losses, costs, liabilities or expenses (including without limitation





reasonable attorneys' and expert witnesses' fees) incurred or arising from: (a) any breach of the foregoing representations or warranties; (b) any claim arising from the sale or license of either party's goods or services; or (c) any other act, omission or representation by either party. Either party may participate in the defense of itself at its option and expense.

7. No Consequential Damages. Except for claims arising under section 6, in no event will either party be liable for any special, indirect, incidental or consequential damages.

8. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to conflict of law principles thereof. Any claim arising out of or related to this Agreement must be brought exclusively in the state or federal courts located in San Diego County, California, and each party hereby consent to the jurisdiction thereof. In any action to enforce this Agreement the prevailing party will be entitled to costs and attorneys' fees. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, documents, agreements and prior course of dealing, and shall not be effective until signed by both parties. This Agreement may not be assigned by Tickets without MP3.com's written consent, which shall be promptly granted or denied and not unreasonably withheld, except that Tickets may assign this Agreement without MP3.com's consent if another entity acquires substantially all the assets of Tickets. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is created by this Agreement. MP3.com intends to, and does, bind its successors and assigns to the terms of this Agreement.

/s/ Greg Flores                              /s/ Adam Epstein - -----------------------------------          ----------------------------------- Representative of MP3.com                    Representative of Tickets.com, Inc.

/s/ Greg Flores, VP Sales                    Adam Epstein, SVP Counsel - -----------------------------------          ----------------------------------- Printed Name & Position                      Printed Name & Position

- -----------------------------------          ----------------------------------- Date                                         Date 
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: Except for claims arising under section 6, in no event will either party be liable for any special, indirect, incidental or consequential damages.
****
Q: ENDORSEMENT AGREEMENT    entered into by and between     ANDY NORTH     and     GOLFERS INCORPORATED

   Effective February 21, 2011



Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011





   TABLE OF CONTENTS





Paragraph   Page            1.   Definitions   3  2.   Term   4  3.   Grant of License and Exclusivity   4  4.   Retention of Rights   4  5.   Appearances   4  6.   Compensation   5  7.   Supply of Endorsed Products   6  8.   Approval of Advertising   7  9.   Ownership   8  10.   SAG and/or AFTRA   8  11.   Standards   8  12.   Events of Default   8  13.   Termination/Remedies   9  14.   Company's Debts   9  15.   Indemnification   9  16.   Insurance   9  17.   Waiver   9  18.   Notices   10  19.   Assignment   10  20.   Independent Contractor   10  21.   Joint Venture   10  22.   Governing Law   10  23   Entire Agreement   10  24.   Amendments   10  25.   Authority   11  26.   Severability   11  27.   Compliance with Laws   11  28.   Attorney's Fees and Costs   11  29.   Force Majeure   11  30.   Confidentiality   11  31.   Counterparts   11

  Page 2 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011





   ENDORSEMENT AGREEMENT    THIS ENDORSEMENT AGREEMENT (herein the Agreement) is effective on this 21s t day of February 2011, by and between Golfers  Incorporated, a Delaware Corporation, having a mailing address of 1021 N. Sepulveda Blvd., Suite G, Manhattan Beach, CA 90266 (hereinafter  referred to as Company) and Andy North, having a mailing address of 1624 S. High Point Road, Madison, WI 53719 (hereinafter referred to as  North).    WITNESSETH    WHEREAS, North is recognized and known throughout the world to be a highly skilled golfer and television commentator; and    WHEREAS, North's name and likeness (hereinafter defined) has commercial value with respect to the advertisement, promotion and sale  of products and services in the commercial marketplace; and    WHEREAS, Company is engaged in the business of developing, marketing and selling F2 Golf Clubs (hereinafter referred to as  Product), and Company desires to obtain North's services and endorsement to be utilized in the advertising and sale of such Product; and    WHEREAS, North agrees, subject to the terms and conditions contained herein, to provide certain services to Company and to authorize  the use of North's endorsement by Company for such purposes.    NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable  consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:















1. Definitions. As used herein, the following terms shall be defined as set forth below:

  a. Contract Period shall mean that period of time from February 21, 2011 through December 31, 2012.

  b. Contract Year shall mean the specific period of time during the Contract Period as more specifically set forth below:    · Contract Year 2011 (2/21/11 - 12/31/11)    · Contract Year 2012 (1/1/12- 12/31/12)

  c. Contract Territory shall mean the world.

  d. North's Likeness shall mean and include North's name, image, photograph, voice, initials, signature, biographical information, and  persona.

  f. North's Endorsement shall mean and include North's public statements and comments about Company's Product.

  Page 3 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011























  g. Endorsed Product(s) shall only mean and include Company's irons, woods, wedges and putters.

2. Term. The Term of this Agreement shall be for the Contract Period unless it is terminated or extended as set forth in this Agreement.

3. Grant of License and Exclusivity. Subject to the terms set forth in this Agreement, North hereby grants to Company the right and privilege  to use North's Likeness and North's Endorsement during the Term and within the Contract Territory in all reasonable forms of advertising  including, but not limited to television (including the infomercial format), radio, print advertising, brochures, pamphlets, product packaging,  point-of-purchase materials, Company's  web-site and a demonstration video (hereinafter referred to as Advertising Materials)  in connection with Company's advertisement and sale of the Endorsed Product only. During the Term of this Agreement and within the  Contract Territory, North agrees not to enter into an agreement with another company or entity for the purpose of endorsing or promoting  products similar to the Endorsed Products. Upon the expiration or termination of this Agreement, Company shall be prohibited from using or  distributing any new or existing Advertising Materials using North's Likeness and North's Endorsement except for Endorsed Product with  North's Likeness and/or North's Endorsement on the packaging that is already in the channel of retail distribution. Company shall be  prohibited from selling or shipping any new Endorsed Product with North's Likeness and/or North's Endorsement on the packaging upon  the expiration or termination of this Agreement.

4. Retention of Rights. All rights not specifically granted or licensed to Company hereunder shall be reserved and retained by North and may  be utilized or licensed by North to any third parties in any manner which is not in contravention of this Agreement.

5. Appearances.

  a. Production Appearances.

  i. Contract Year 2011. North agrees to make one (1) Production Appearance on behalf of Company during Contract Year 2011  for the purpose of producing the following: (1) one 30-minute infomercial; (2) one 30-second television commercial; (3) one  demonstration dvd on how to use the Endorsed Product. (4) product testimonials and (5) still photographs for print  advertisements and packaging (hereinafter referred to as Production Appearance). Said Production Appearance shall take  place on February 22 & 23, 2011 in or around Phoenix, AZ. The Production Appearance shall be approximately nine (9)  hours in duration on February 22nd and five (5) hours in duration on February 23rd. During such Production Appearance,  North shall be permitted to wear the apparel of his choice.    ii. Contract Year 2012. North agrees to make one (1) Production Appearance on behalf of Company during Contract Year 2012  for the purpose of producing either new or updated Advertising Materials. Said Production Appearance shall take place at a  mutually agreed upon time and location. The Production Appearance shall be approximately nine (9) hours in duration on  the first day and five (5) hours in duration on the second day. During such Production Appearance, North shall be permitted  to wear the apparel of his choice.

  Page 4 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011

























  b. Additional Production/Promotional Appearances. If requested by Company, North agrees to use reasonable effort to make Additional  Production/Promotional Appearances on behalf of Company (hereinafter referred to as Additional Production/Promotional  Appearances). Should Company request for North to conduct Additional Production/Promotional Appearances and North agrees to  appear, Company shall pay North an additional fee for such appearance(s) as set forth in paragraph 6.d. below. North has no obligation  to make such appearance.

  c. Voice-Over Appearances. If requested by Company, North shall make one (1) voice over appearance during the Term. The voice over  appearance shall take place at North's personal residence or at another mutually agreed upon location in Wisconsin, and shall not  exceed two (2) hours in duration.

  d. Promotional Appearance. If requested by Company, North agrees to make one (1) promotional appearance each Contract Year during  the Term at certain events to promote the Endorsed Products. Said appearance shall be approximately three (3) hours in duration.

  e. Promotion/Media Activities. North will use reasonable efforts to mention the benefits of Company's Endorsed Products when North is  being interviewed or North is participating in Public Events as defined below.

  f. Expenses. If travel is necessary to provide the services set forth in this Agreement, Company shall provide or reimburse all such travel  expenses of North, including round-trip first-class airfare on the airline of North's choice, first-class hotel accommodations, reasonable  meal and ground transportation expenses. Company shall deliver the airline tickets to North at least seven (7) days prior to the  scheduled appearance, and reimburse North for other such expenses within ten (10) days after receipt of the expense receipts.

  g. Scheduling. All appearances shall be scheduled on dates, times and locations that are mutually agreed upon by Company and North.  All such appearances shall be scheduled through North's duly authorized agent for this project-Fidelity Sports Group, LLC.

6. Use of F2 Wedges/Using F2 Golf Bag. During the Contract Period and within the Contract Territory, North agrees to:

  a. Wedges. Use Company's F2 branded wedges when competing professionally, conducting public clinics or outings, participating in  public golf events and when appearing at other public functions where it is appropriate to use or have golf clubs at such events (herein  Public Events').

  Page 5 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011











  The Contract Year 2011 Guaranteed Fee shall be paid as follows:

The Contract Year 2012 Guaranteed Fee shall be paid as follows:









  b. Golf Bag. Use and carry Company's F2 branded golf bag at all Public Events as defined immediately above. North shall have the right to  place a maximum of two (2) non-competitive third party sponsor names/logos that are of a reasonable size on the belly portion of the F2  branded golf bag.

  c. Irons, Woods, Putter. Use reasonable efforts to use F2 branded irons, woods and putter at all Public Events. For purposes of  clarification, North shall not be required to use F2 branded irons, woods and putters.

7. Compensation.    a. Guaranteed Service Fee and Marketing Retainer. In consideration for the rights, services and benefits granted by North hereunder,  Company agrees to pay North a non-refundable Guaranteed Service Fee and Marketing Retainer (hereinafter referred to as Guaranteed  Fee) of fifty-five thousand dollars ($55,000USD) in Contract Year 2011 and seventy thousand dollars ($70,000USD) in Contract Year  2012.

  (i) Twenty-Five thousand dollars ($25,000USD) on or before two days after this Agreement is fully executed.    (ii) Fifteen thousand dollars ($15,000USD) on or before July 1, 2011.    (iii) Fifteen thousand dollars ($ 15,000USD) on or before November 1, 2011.

  (i) Twenty-Five thousand dollars ($25,000USD) on or before February 1, 2012    (ii) Twenty-Five thousand dollars ($25,000USD) on or before July 1, 2012    (iii) Twenty thousand dollars ($20,000USD) on or before November 1, 2012

  b. Royalties. In addition to payments due North by Company as set forth in paragraphs 7.a. above, Company further agrees to pay North  a one percent (1%) royalty on all Gross Revenue generated from the sale of all Company Products (herein Royalties).

  c. Payment of Royalties/Statement of Accounts.    (i) Company agrees to pay all royalties due as set forth in section 7.b. above on or before thirty (30) days following the end  of each quarterly period during the Contract Period. The quarterly royalty payment shall be accompanied by a statement  of account indicating the quantities of Products sold, the Gross Revenue generated from all sales of the Product where  the sales were derived from (i.e. direct sales or retail sales) and the royalty payment that is due to North.    (ii) Company shall keep, at its principal office, 1021 N. Sepulveda Blvd., Suite G, Manhattan Beach, CA 90266, a complete and  accurate set of books and records maintained in accordance with generally accepted accounting principles and business  practices. Said books and records shall be maintained for a two (2) year period following the expiration or termination of  this Agreement. Company shall make said books available to North or North's representative on reasonable notice during  the Term of this Agreement and the two (2) year period immediately following thereafter. The cost of any and all  inspections shall be paid by North, unless an inspection shows an under-reporting or under-payment of more than five- percent (5%) for any quarterly period, in which event Company shall reimburse North for all such inspection costs.

  Page 6 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011









  Fidelity Sports Group, LLC  Bank of America  ABA #: 026009593  SWIFT Code #: BOFAUS3N  Trust Account #: 8980 1796 5942









  d. Additional Production/Promotional Appearances Fee. In addition to the amounts payable by Company to North set forth in paragraph  7.a. and 7.b. above, and should Company request for North to make Additional Production/Promotional Appearances, Company further  agrees to pay North a mutually agreed upon fee for each Additional Production/Promotional Appearance conducted by North. All  compensation to be paid to North for Additional Production/Promotional Appearances shall be due and payable to North prior to each  scheduled Additional Production/Promotional Appearance.

  e. Form of Payment. All payments hereunder shall be made payable to the order of Fidelity Sports Group, LLC, as agent for Andy North  and shall be paid via check or wire transfer. If by wire transfer, then direct payment to the following bank account:

  f. Late Payments. Amounts not received within ten (10) days following their respective due dates shall be assessed a late charge equal to  one and one-half percent (1 _%) per month of the overdue amount until paid, commencing on the eleventh day.

  g. Supply of Endorsed Products. Company shall deliver to North, at no charge, and in a timely fashion, a reasonable number of Endorsed  Products for North's personal use each Contract Year during the Contract Period. All postage expenses associated with the delivery of  the Endorsed Products shall be borne by Company.

8. Approval of Advertising.    a. Company agrees that it will not use North's Likeness or North's Endorsement hereunder unless and until all Advertising Materials and  their intended use has been approved by North. North agrees that any Advertising Materials submitted for approval as provided herein  may be deemed by Company to have been approved hereunder if the same is not disapproved by North within seven (7) business days  after receipt thereof. North agrees that any Advertising Materials submitted hereunder will not be unreasonably disapproved and, if it  is disapproved, that Company will be advised of the specific grounds for the disapproval. Company shall not use such disapproved  Advertising Materials until it has written approval from North.

  Page 7 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011





















  b. Should Company utilize stock photographs of North, Company agrees to use current photographs and not to add, delete, alter, amend  or modify any existing names, logos, designs, trademarks or other indicia of any other sponsor of North which appear in the portion of  the photograph used by Company.

  c. Company acknowledges and agrees that the script and layout of the Advertising Materials, including, but not limited to the infomercial,  shall be reasonably compatible with North's personality and/or style. Should the Advertising Materials be approved as set forth in  Section 8.a. above, the Advertising Materials shall reflect North's personal experience and/or testimonial concerning the Product.  Such Advertising Material shall be deemed to be North's representation and warranty that such testimonial copy in fact reflects  North's personal experience with and opinion of the Endorsed Product.

9. Ownership. All materials, in any form whatsoever, relating to the Advertising Materials will be and shall remain the absolute property of  Company. North acknowledge that they do not now have and in the future will assert no right, title, or interest of any kind or nature  whatsoever, in or to any component of the Advertising Materials. Furthermore, subject to North's approval as set forth in section 8 above,  Company shall have the right at any time during the Term of this Agreement to make any revisions to the Advertising Materials or prepare  versions of all or any part of the Advertising Materials to conform to the requirements of individual markets or customers.

10. SAG and/or AFTRA. In the event of any of the Advertising Materials contemplated herein come within the purview or jurisdiction of the  Screen Actors Guild (SAG) and/or the American Federation of Television and Radio Artists (AFTRA), and North is required for any  reason to become a member thereof, North agrees to join such union(s), and Company agrees to pay any and all expenses whatsoever  including all dues, assessments, or contributions necessary in order for North to render his services hereunder, including any and all  pension and health contributions or assessments that may be required by such entities. North's participation in any such Advertising  Materials pursuant to this paragraph in the Agreement shall not result in any expenses or diminution of the Guaranteed Fee or Royalties of  this Endorsement Agreement whatsoever to North.

11. Standards. Company and North shall at all times deal with each other in good faith and strive to maintain and enhance each other's positive  image and reputation. North and Company shall act at all times in a manner that shall not be in contravention of public morals and  conventions.

12. Event of Default.    a. It shall be an event of default hereunder by North if i) North shall materially breach this Agreement and such breach remains uncured  for a period of thirty (30) days after written notice thereof from Company to North, or ii) North shall be indicted for a felony involving  moral turpitude which brings disrepute to the Company.

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Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011













The foregoing indemnity shall survive the expiration, fulfillment or termination of this Agreement.







  b. It shall be an event of default hereunder by Company if i) Company fails to pay all fees when due and payable pursuant to this  Agreement, ii) Company is adjudicated as insolvent or declares bankruptcy, or iii) Company shall materially breach this Agreement and  such breach remains uncured for a period of thirty (30) days after written notice thereof from North to Company.

13. Termination/Remedies. Either party shall have the right to terminate this Agreement upon the occurrence of an event of default by the other  party by providing written notice thereof to the defaulting party. All rights and remedies of the parties herein specified are cumulative and  are in addition to, not in limitation of, any rights and remedies the parties may have at law or in equity and all such rights and remedies may  be exercised singularly or concurrently.

14. Company's Debts. North shall not be liable for any debts or obligations of Company resulting directly or indirectly from the aforesaid use of  the North's Likeness, North's Endorsement or the services provided by North. Company shall make no representation, or in any way imply  in its actions or failure to act, that North is on will be liable for debts or obligations of Company.

15. Indemnification. Company shall indemnify, defend, and hold harmless North and its employees, officers, agents, and representatives from  and against any and all claims, suits, assessments, losses, obligations, penalties, charges, actions, damages, liabilities, costs, and expenses  including reasonable attorney's fees whether incurred at trial or in connection with any review by appeal or certiorari of both the trial and  appellate court levels (collectively referred to as Claims) arising out of or in connection with:    a Any claim or action for negligent or intentional misconduct of Company in relation to the advertisement, promotion, or sale of the  Endorsed Product, or Company's use of North's Likeness or North's Endorsement to advertise, promote, distribute, or sell the  Endorsed Product; or    b. Any claim or action for personal injury, death, or property damage resulting from a customer's use of the Endorsed Product; or    c. Any claims or action for the breach by Company of any of its representations and warranties set forth in this Agreement.

16. Insurance. Company agrees, at its own expense, to obtain and maintain general comprehensive liability insurance, with an insurance  company that has a rating of A++ (per AM Best), insuring North as a named insured party, against any claims, suits, losses and damages  arising out of or caused by Company's use of North's Likeness. North's Endorsement or North's services hereunder. Such insurance policy  shall be maintained with limits of not less than two million dollars ($2,000,000). Said policy of insurance shall remain in force for the duration  of this Agreement. A copy of such insurance policy shall be provided to North within thirty (30) days after execution of this Agreement.

17. Waiver. The failure of either party at any time or times to demand strict performance of the other party of any of the terms, covenants or  conditions set forth herein shall not be construed as a continuing waiver or relinquishment thereof and each party may at any time demand  strict and complete performance by the other party.

  Page 9 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011

























18. Notices. All notices, claims, certificates, requests, demands and other communication hereunder shall be made in writing and will be deemed  to have been duly given if delivered by hand, via facsimile transmission, or mailed and addressed as follows:

To Company: Golfers Incorporated    1021 N. Sepulveda Blvd., Suite G    Manhattan Beach, CA 90266    Attention: Mike or Steve Abram      To North: Andy North    c/o Fidelity Sports Group, LLC    514 Broadway Avenue    Orlando, Florida 32803    Attention: David J. Moorman, President & CEO

19. Assignment. Neither party to this Agreement shall assign the rights and benefits herein without the prior written consent of the other party.

20. Independent Contractor. Company has engaged North for certain rights which are set forth in this Agreement, and North's relationship to  Company, and Company's relationship to North, shall at all times be that of an independent contractor.

21. Joint Venture. This Agreement does not constitute a partnership or joint venture between North and Company. No party shall have the  right to obligate or bind the other party in any manner whatsoever.

22. Governing Law. The Agreement shall be governed by and construed under the laws of the State of Florida in the United States of America,  and venue for any such legal action shall be in the Circuit Court or County Court in Orlando, FL or the U.S. District Court having jurisdiction  over Orlando, FL.

23. Entire Agreement. This writing constitutes the entire agreement and understanding between the parties with respect to its subject matter.  This Agreement supersedes all prior or contemporaneous agreements and understandings between the parties with respect to its subject  matter.

24. Amendments. This Agreement may be amended only by a written instrument duly executed by both parties.

  Page 10 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011























25. Authority. Each party warrants and represents to the other that it has the full right, power and authority to enter into and perform this  Agreement, to make the covenants and representations contained in this Agreement and further, that the execution, delivery and  performance of this Agreement will not violate, conflict with, or constitute a default under, any contract, agreement or undertaking to which  it is a party or by which it is bound.

26. Severability. The illegality, unenforceability or invalidity of any term, clause or provision of this Agreement shall not affect any other term,  clause or provision hereof, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision  had not been included.

27. Compliance with Laws. Company represents and warrants to North that it will comply with all rules, regulations, laws, orders, decrees and  ordinances of the United States, each state and political subdivision thereof, and each and every foreign country having legal jurisdiction  over any aspect of Company's activities under this Agreement, including, but not limited to, the use of North's Likeness in advertisements  for and on behalf of the Company.

28. Attorney's Fees and Costs. The prevailing party in any litigation or other proceeding between the parties arising out of the interpretation,  application, or enforcement of any provision of this Agreement shall be entitled to recover all of its reasonable fees, court costs, and  expenses, including fees for attorneys, whether incurred at trial or in connection with any review by appeal or certiorari, accountants, and  other professionals.

29. Force Majeure. In the event any of the appearances set forth in this Agreement are cancelled or delayed due to matters of Force Majeure,  as such term is defined below, Company and North shall use their reasonable efforts to reschedule such appearance as soon as possible  following such cancellation or delay. As used herein, the term Force Majeure shall mean war, civil unrest, acts of God, unusually severe  weather, environmental matters, failure of common carrier, governmental action, labor disputes, casualty, illness, injury and/or emergency.

30. Confidentiality. The compensation terms of this Agreement hereunder and any financial information collected through the review of  Company's records or statements shall be treated by the parties as confidential information. The parties hereto agree not to disclose any  such terms, amounts or information to any other person or entity whatsoever other than its attorneys, accountants, or as required by law.

31. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which  together shall constitute one and the same instrument.

  Page 11 of 12

Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011





  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

   ANDY NORTH:





GOLFERS INCORPORATED:               /s/ Michael F. Abram   WITNESS: /s/ [ILLEGIBLE]  By: Michael F. Abram       Its: President       Date: 2-21-11

        /s/ Andy North   WITNESS: /s/ [ILLEGIBLE]  Andy North       Date: 2-20-11

  Page 12 of 12



Source: PERFORMANCE SPORTS BRANDS, INC., S-1, 9/9/2011 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

A:
A copy of such insurance policy shall be provided to North within thirty (30) days after execution of this Agreement.
****