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.

Example Input: Exhibit 10.7

CONSULTING AGREEMENT

Aduro Biotech, Inc., with a place of business at 740 Heinz Avenue, Berkeley, CA 94710 (Aduro) and IREYA B.V having an address at Staalwijkstraat 16, 2313 XR Leiden, the Netherlands, represented by Andrea van Elsas, (Consultant) agree to all terms and conditions of this Consulting Agreement (Agreement) dated June 1, 2020, effective as of July 1, 2020 (Effective Date).

1. Services. At the request and direction of Aduro and the agreement of Consultant, Consultant will provide advice and consultation to Aduro with respect to its research, clinical development programs and other business matters as requested by Aduro from time to time.

2. Compensation and Expenses. Aduro shall pay Consultant for the Services at the rate of €500 per hour. On a monthly basis, Consultant shall submit to Aduro an invoice for the hours worked along with itemized documentation and receipts and other information for pre-approved travel and/or out-of- pocket expenses as Aduro reasonably requests at the time reimbursement is requested. Consultant will not incur any travel and/or other out-of-pocket expenses of more than €5,000 individually or €20,000 in the aggregate without the prior written consent of Aduro. Aduro shall pay Consultant any amounts due that are not reasonably disputed by Aduro, by check or direct bank deposit, within thirty days after receiving the invoice. Consultant's sole compensation for the Services shall be the amounts set forth above in this Section 2. Invoices shall be sent to the attention of:

ap@aduro.com Attn: Accounts Payable

3. Term of Agreement. This Agreement shall begin on the Effective Date and shall continue until December 31, 2020, unless extended or earlier terminated. Either party may terminate this Agreement at any time on prior written notice to the other. This Agreement may be extended upon mutual written agreement of the parties.

4. Confidential Information.

(a) Confidential Information means any information, materials or methods in whatever form or embodiment that has not been made available by Aduro to the general public and any information, materials or methods in the possession or control of Consultant on the Effective Date or developed in the performance of the Services, except that Confidential Information shall not include any information, material or method that (i) at the time of disclosure is in, or after disclosure becomes part of the public domain, through no improper act on the part of Consultant or any of its employees; (ii) was in Consultant's possession at the time of disclosure, as shown by written evidence, and was not acquired, directly or indirectly, from work with Aduro; or (iii) Consultant receives from a third party, provided that such Confidential Information was not obtained by such third party, directly or indirectly, from Aduro.

Specific information disclosed as part of the Confidential Information shall not be deemed to be in the public domain or in the prior possession of Consultant merely because it is encompassed or contemplated by more general information in the public domain or in the prior possession of the Consultant. Failure to mark any of the Confidential Information as confidential or proprietary shall not affect its status as Confidential Information under the terms of this Agreement.





(b) Consultant shall keep all Confidential Information confidential, and Consultant shall not disclose, disseminate, publish, reproduce or use Confidential Information except to perform the Services. If Consultant is required by judicial or administrative process to disclose Confidential Information, Consultant shall promptly notify Aduro to allow Aduro a reasonable time to oppose such process and Consultant shall reasonably cooperate in Aduro's efforts.

(c) On Aduro's request, or upon the termination or expiration of this Agreement, Consultant shall immediately: (i) stop using Confidential Information; (ii) return all materials provided by Aduro to Consultant that contain Confidential Information, except for one copy that may be retained by Consultant's legal counsel to confirm compliance with the obligations under this Agreement; (iii) destroy all copies of Confidential Information in any form including Confidential Information contained in computer memory or data storage apparatus or materials prepared by or for Consultant; and (iv) provide a written warranty to Aduro that Consultant has taken all the actions described in the foregoing Subparagraphs 4(c)(i-iii).

(d) Any breach of this Paragraph 4 by an employee or agent of Consultant shall be deemed to be a breach by Consultant.

(e) Defend Trade Secrets Act Notice: Nothing herein shall prevent Consultant from reporting possible violations of federal or state law or regulation to any governmental agency or entity, or making other disclosures that are protected under the whistleblower provisions of federal or state law or regulation. Consultant does not need the prior authorization of Aduro to make any such reports or disclosures and is not required to notify Aduro that it has made such reports or disclosures. In addition, as set forth in 18 U.S.C. §1833(b), Consultant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and that is made solely for the purpose of reporting or investigating a suspected violation of law, or that is made in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal.

5. Independent Contractor. Consultant's relationship to Aduro shall be that of an independent contractor. Consultant shall be responsible for the timely payment of his or her own self-employment and income taxes. Neither party shall have any authority to bind the other.

6. Intellectual Property. Aduro shall be the sole and exclusive owner of, and Consultant hereby assigns to Aduro, any and all writings, documents, work product, inventions, developments, improvements, discoveries, know-how, processes, chemical entities, compounds, plans, memoranda, tests, research, designs, specifications, models and data that Consultant makes, conceives, discovers or develops, either solely or jointly with any other person in performance of the Services (collectively, Work Product). Consultant shall promptly disclose to Aduro all information relating to Work Product as appropriate as part of the Services and at the request of Aduro. To the extent, if any, that Consultant has rights in or to any Work Product or any data or inventions developed in connection with work under this Agreement (Aduro IP), Consultant hereby irrevocably assigns and transfers to Aduro, and to the extent that an executory assignment is not enforceable, Consultant hereby agrees to assign and transfer to Aduro, in writing, from time to time, upon request, any and all right, title, or interest that Consultant has or may obtain in any Work Product and/or Aduro IP without the necessity of further consideration. Aduro shall be entitled to obtain and hold in its own name all copyrights, patents, trade secrets and trademarks with respect thereto. At Aduro's request and expense, Consultant shall assist Aduro in acquiring and maintaining its right in and title to, any Work Product. Such assistance may include, but will not be limited to, signing applications and other documents, cooperating in legal proceedings, and taking any other steps considered necessary or desirable by Aduro.





7. Nonsolicitation. From the Effective Date and for twelve (12) months after the termination of this Agreement (the Restricted Period), Consultant shall not, without Aduro's prior written consent, directly or indirectly, solicit or encourage any employee or contractor of Aduro or its affiliates to terminate employment with, or cease providing Services to, Aduro or its affiliates. In the event of a breach of this Paragraph 7 by Consultant, Aduro shall be entitled to entry of injunctive relief. Such injunctive remedy shall be nonexclusive and shall be in addition to any and all other remedies which may be available to it at law or in equity, including without limitation, the recovery of direct, indirect, incidental, consequential and/or punitive damages.

8. Representations. Consultant represents as follows:

(a) Consultant is not subject to any other agreement that Consultant will violate by signing this Agreement;

(b) Consultant has and shall continue to have the knowledge, experience, qualifications and required skill to perform, and shall perform, the Services in a professional manner;

(c) Consultant to perform the Services in accordance with all Applicable Law; and

(d) During the term of this Agreement, Consultant will not, directly or indirectly (whether for compensation or without compensation) engage in or provide consulting services, or enter into any agreement either written or oral, that would present a material conflict with any of the provisions of this Agreement, or would preclude Consultant from complying with the terms and conditions hereof. If during the term of this Agreement any situation or circumstance arises that might reasonably be expected to present a conflict of interest, or if Consultant might be unable to render Services or otherwise participate in such work without risk of breaching an obligation of confidentiality to another party, Consultant will promptly advise the Company's General Counsel of the situation and Company and Consultant shall, in good faith, attempt to resolve any such conflicts(s). If requested by the Company's General Counsel, Consultant will recuse herself from providing Services for the duration of the conflict.

9. Material Non-Public Information. Consultant may have access to, or learn, material non-public information about Aduro or companies working with Aduro during the course of performing Services under this Agreement. Consultant acknowledges that it is illegal to buy or sell Aduro's stock or the stock of companies working with Aduro, on the basis of material non-public information. It is also illegal to pass such information on to others who use it to buy or sell Aduro stock. Consultant is subject to and will comply with Aduro's Insider Trading and Trading Window Policy.

10. Miscellaneous. This Agreement shall be construed and enforced in accordance with the laws of the State of California, without regard to the conflict of law principles of California or any other jurisdiction. This Agreement contains the entire agreement and understanding of the parties relating to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of every nature between them with respect to the subject matter hereof. For the avoidance of doubt, this Agreement does not supersede or in modify in anyway any other written agreement between the parties. This Agreement may not be changed or modified, except by an agreement in writing signed by both of the parties hereto. The obligations of Consultant as set forth herein, other than Consultant's obligations to perform the Project, shall survive the termination of Consultant's engagement with Aduro. If any provision of this Agreement is found to be illegal or unenforceable, the other provisions of this Agreement shall remain effective and enforceable to the greatest extent permitted by law. This Agreement shall not be assignable by Consultant. This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.





ADURO BIOTECH, INC. CONSULTANT

By: /s/ Stephen T. Isaacs By: /s/ Andrea van Elsas Name: Stephen T. Isaacs Name: Andrea van Elsas Title: President and Chief Executive Officer Title: Chief Scientific Officer 
Question: Highlight the parts (if any) of this contract related to Ip Ownership Assignment that should be reviewed by a lawyer. Details: Does intellectual property created  by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?
Example Output: 5984

Example Input: Exhibit 99.5

[*] Designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the  Commission.

OPERATIONS AND MAINTENANCE AGREEMENT

Service Provider: Solar Power, Inc.  SEF Host Customer: Aerojet — Phase 1  SEF Site Location: Rancho Cordova, CA

THIS OPERATIONS AND MAINTENANCE AGREEMENT (this Agreement) is made and entered into as of the latest date referenced on the  signature page below (the Effective Date), by and between Solar Tax Partners 1, LLC, a California limited liability company (Owner), and Solar  Power, Inc. (Service Provider). Owner and Service Provider are sometimes hereinafter referred to individually as a Party and collectively as  the Parties.

RECITALS

A. Owner operates a solar energy facility (the SEF), and more particularly defined in Exhibit A hereto on the premises (the Premises)  described in Exhibit B hereto for the purposes of providing electric power to the Owner's host customer, Aerojet — Rancho Cordova, CA (the  User);

B. Owner desires to retain the services of Service Provider to operate and manage the SEF and provide scheduled maintenance of the SEF, and  Service Provider is willing to perform such services upon the terms and conditions set forth in this Agreement.

AGREEMENT

In consideration of the foregoing recitals, the mutual agreements, representations, warranties and covenants set forth in this Agreement and the  Exhibits hereto, and other good and valuable consideration, the receipt of which is hereby acknowledged, Owner and Service Provider agree as  follows:

ARTICLE 1.  RESPONSIBILITIES OF SERVICE PROVIDER

1.1 Appointment of Service Provider.

(a) Owner hereby appoints Service Provider, and Service Provider hereby accepts the appointment, to perform the SEF operations and maintenance  services (Services) on behalf of Owner as of the Services Commencement Date as further described in Exhibit C hereto in accordance with and  subject to the terms and conditions set forth in this Agreement.

(b) Except as otherwise expressly provided in this Agreement, Service Provider shall perform the Services and its obligations under this  Agreement, and act at all times as an independent Service Provider of Owner. None of Service Provider's employees shall be, or shall be  considered to be, employees of Owner. Service Provider shall be fully responsible for the payment of all wages, salaries, benefits and other  compensation to its employees. This Agreement is not intended to create, and shall not be construed to create, and neither Party shall be or  constitute, or be deemed or construed to be or constitute, under any circumstances or for any purpose whatsoever, a partner, joint venturer, agent  (except as specifically provided in this Agreement) or legal representative of the other Party, and the Parties expressly disclaim any intention to  create a partnership, joint venture, association or other such relationship. Neither Party is granted any right 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 the other Party in any manner (except as  specifically provided in this Agreement).

1.2 Performance of Maintenance Services. Service Provider shall perform the maintenance portion of the Services in a clean, safe, efficient and  environmentally reasonable manner and maintain the SEF in good operating and mechanical condition in accordance with this Agreement and (i)  all applicable laws and permits, (ii) all applicable express warranties and guarantees provided by manufacturers, suppliers, or Service Providers who  provided materials or labor under the Engineering, Procurement and Construction Agreement dated September 30, 2009 (the EPC Agreement)  for the SEF subject to the terms and limitations thereof, and (iii) all manufacturer's maintenance instructions and specifications.

1.3 Performance Objectives. Service Provider shall perform the Services and its obligations under this Agreement in a manner that (a) insures the  operation of the SEF within all required operational parameters and requirements, (b) preserves all warranties provided by manufacturers, suppliers,  or Service Providers who provided materials or labor under the EPC Agreement relating to the SEF, subject to Force Majeure, (c) maintains the SEF,  and

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(d) seeks to minimize the variable operating costs of and wear and tear on the SEF, including using commercially reasonable efforts to achieve  industry standard levels of SEF availability.

1.4 Non-Covered Services.

(a) The Services shall not include, and Service Provider shall not be responsible for, any operations, maintenance, repair, or other services beyond  the Services set forth in Exhibit C (such non-covered services referred to hereinafter as Non-Covered Services). All work associated with Non- Covered Services will be billed according to the terms of Section 2.2. Any studies or other services required by Owner to review options to  optimize system performance will be provided as Non-Covered Services.

(b) The Performance of any Non-Covered Services by Service Provider shall require a written request from Owner specifying the Non-Covered  Services to be performed by Service Provider. Notwithstanding the foregoing, if (i) the costs of Non-Covered Services to be performed by Service  Provider do not exceed $500.00 in any single instance, or (ii) the Non-Covered Services are provided by Service Provider on an emergency basis to  prevent an imminent danger of injury, loss, or damage (exceeding $500.00), Service Provider shall attempt to notify Owner via telephone prior to the  performance of any Non-Covered Services and shall be authorized to proceed with the performance of such Non-Covered Services upon receiving  verbal approval from Owner. Should Service Provider be unable to contact Owner prior to providing any Non-Covered Services on an emergency  basis, Service Provider shall be authorized to perform such emergency Non-Covered Services without prior approval from Owner and shall notify  Owner immediately thereafter in writing specifying the nature of the emergency and the Non-Covered Services provided.

(c) Service Provider shall perform any Non-Covered Services only to the extent Service Provider is capable of, and licensed to, provide such Non- Covered Services and in accordance with the provisions of this Agreement.

1.5 Permits. Service Provider shall identify, procure, obtain, maintain and comply with all permits that may be required under applicable laws for or  in connection with the performance of Services (and Non-Covered Services as actually provided by Service Provider) and that need to be  procured, obtained and maintained by or in the name of Service Provider. Owner shall provide Service Provider with such assistance and  cooperation as may reasonably be required in order to obtain and maintain all such Permits. Service Provider shall submit copies of all applications  for, and proposed forms of, all such Permits to Owner with sufficient time to allow for Owner's review and approval.

1.6 Cooperation with Other Service Providers. Service Provider acknowledges that Owner has retained, and may from time to time retain, other  Service Providers to provide maintenance, administrative and management services for Owner in connection with the SEF or otherwise at the  Premises. Service Provider shall cooperate and coordinate its activities hereunder with such other Service Providers. Service Provider shall not be  responsible in any way for any services provided by other Service Providers retained by Owner. Owner shall instruct all other Service Providers to  coordinate the performance of services with Service Provider so as to not interfere with Service Provider's performance of Services.

1.7 Personnel Standards.

(a) Service Provider's employees shall be qualified (and if required by applicable law, licensed, certified or registered) and experienced in the  functions to which they are assigned and shall meet the requirements of all permits, all applicable laws and the then-current SEF maintenance  manuals (to the extent copies of which have been provided to Service Provider by Owner). If requested, Service Provider shall provide to Owner  evidence of the competence of such personnel including details of their previous experience and qualifications. If Owner or User reasonably  determines an employee of Service Provider to be under-qualified, disruptive, non-cooperative or otherwise undesirable at the Premises, Owner or  User may request the immediate removal of such employee from the Premises for any existing or future delivery of the Services and the replacement  of such employee with a different employee of Service Provider; provided that Owner or User, as the case may be, will use commercially reasonable  efforts to provide reasonable notice to Service Provider of the need for such proposed removal. Neither Owner's or User's request to Service  Provider to remove an employee, nor Service Provider's removal of an employee following Owner's or User's request, shall relieve Service Provider  of any of its obligations hereunder or be construed as a waiver by Owner or User of any of its rights under this Agreement.

(b) Service Provider shall institute policies to forbid and prevent the possession or use of firearms, alcohol and illegal drugs at the Premises.  Service Provider shall institute policies that require post-accident and for-cause drug or alcohol testing. Service Provider shall institute policies  that require the immediate removal and permanent expulsion from the Premises, and from any activity associated with the Services being performed  at the Premises, of any individual person who at any time is found in possession of firearms, alcohol or illegal drugs at the Premises or otherwise  not in compliance with this Section 1.6.

1.8 O&M Data and Records.

(a) Service Provider shall prepare and maintain all reports and other information relating to the SEF maintenance (the SEF O&M Reports) and  make such SEF O&M Reports available to Owner (i) within ten (10) business days following performance of any Services under this Agreement  and (ii) upon reasonable request at any time

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by Owner, within ten (10) business days following such request. Service Provider shall make the SEF O&M Reports available to Owner in hard  copy and electronic formats.

(b) Service Provider shall prepare reports and data related to the maintenance of hazardous materials introduced on-site by the Service Provider at  the SEF in a manner complying with all applicable laws.

1.9 Performance of Operational Services Service Provider shall perform the operational portion of the Services in a professional manner consistent  with standards for the management and operation of an SEF of this size and type.

ARTICLE 2.  COMPENSATION AND PAYMENT

2.1 Services Fee.

(a) As full compensation to Service Provider for the performance of Services hereunder, Owner shall pay Service Provider the Services Fee  (Services Fee) set forth on Exhibit D hereto.

(b) Unless agreed otherwise in writing by Owner or pursuant to Section 1.4, the payment of Services Fee shall be full consideration for all time and  materials used by Service Provider in the performance of Services and Service Provider shall not be entitled to any additional cost reimbursement  for any materials used during Services.

2.2 Billing for Non-Covered Services.

(a) In the event that Service Provider provides any Non-Covered Services (or any other services not included within the scope of the Services),  Service Provider shall submit an invoice and Owner shall compensate Service Provider for such services per the Billing Rate Schedule in Exhibit D.  Third party services will be billed directly to Owner by the applicable third party and shall be paid by Owner directly in a timely manner.

(b) Service Provider shall invoice Owner within thirty (30) days of completion of any Non-Covered Services.

2.3 Terms of Payment. Owner shall pay Service Provider within thirty (30) days after the invoice date. Fees are conditioned upon timely payment  and any past due balance will accrue interest at the monthly rate of one and one half percent (1.5%).

2.4 Taxes. Notwithstanding any provision in this Agreement to the contrary, amounts set forth in this Agreement are inclusive of sales, use, ad  valorem, business or any other taxes duties, or other fees, assessments, or charges payable by Service Provider on the Services provided by  Service Provider hereunder.

2.5 User has No Obligation to Pay. Owner and Service Provider each acknowledge that User shall have no obligation to pay any amounts  whatsoever under this Agreement.

ARTICLE 3.  TERM; TERMINATION

3.1 Term.

(a) The term of this Agreement shall commence on the Services Commencement Date and remain effective for ten (10) years (the Initial Term)  unless terminated in accordance with its terms. This Agreement shall be subject to an automatic extension for consecutive one (1) year periods  thereafter (each, an Extension Term and together with the Initial Term, the Term), unless terminated (i) in accordance with its terms or (ii)  upon thirty (30) days' written notice by either Party to the other Party.

(b) Notwithstanding the foregoing, either Party may terminate this Agreement at any time with immediate effect by written notice to the other Party,  if such other Party is in breach of its representations, warranties, obligations and covenants under the terms of this Agreement, which breach has  remained uncured for more than thirty (30) days after initial notice of such breach from the nonbreaching Party to the other Party.

3.2 Obligations Following Termination. Within five (5) days after the termination or expiration of this Agreement, and upon Owner's payment in full  of the amounts due Service Provider under the Agreement, Service Provider shall deliver to Owner all of the SEF O&M Reports, SEF books,  records and property in its possession or under its control, and all materials, supplies, consumables, manuals and any other items furnished to  Service Provider by Owner.

ARTICLE 4.  INSURANCE

4.1 Service Provider Insurance. Within thirty (30) days after the Effective Date, Service Provider shall provide a certificate of insurance and  thereafter shall maintain the following insurance during the Term with insurance carriers reasonably acceptable to Owner:

(a) Commercial General Liability. Service Provider shall provide and maintain commercial general liability insurance with combined single policy  limits not less than Two Million Dollars ($2,000,000) for bodily injury or property damage for each occurrence and in the aggregate, including broad  form contractual liability insurance, broad form property damage, personal injury, products and completed operations insurance.

(b) Automobile Liability. Service Provider shall provide and maintain business auto liability insurance covering owned, non-owned and hired  automobiles in the amount of One Million Dollars ($1,000,000) combined

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single policy limit for bodily injury and property damage for each accident.

(c) Worker's Compensation. Service Provider shall provide and maintain worker's compensation insurance as required by applicable law where the  Services are performed and employer's liability insurance with a limit of liability of One Million Dollars ($1,000,000) for each accident and in the  aggregate.

(d) Excess Liability Insurance. Service Provider shall provide and maintain excess liability insurance covering employer's liability, commercial  general liability, and business automobile liability, in the amount of Five Million Dollars ($5,000,000) combined single limit policy limit per  occurrence and in the aggregate for bodily injury and property damage.

(e) Primary Insurance. All policies of insurance referred to in this Section 4.1 shall be endorsed: (i) to specify that they are primary to and not  excess to or on a contributing basis with any insurance or self-insurance maintained by Owner, Owner and User (and their respective Affiliates) or  any SubService Providers in respect of losses arising out of or in connection with the Services; (ii) to include Owner, Owner, User and, upon  User's request and if applicable, User's landlord, or a subsequent owner, tenant or subtenant of the Premises as additional insureds; and (iii)  contain a standard severability of interests clause.

(f) Payment of Deductible. The payment of any deductible for any insurance required pursuant to this Section 4.1 shall be the responsibility of  Service Provider, unless the loss covered by such insurance is caused by the negligence or willful misconduct of Owner, its officers, directors,  agents, employees, and assigns, in which case the deductible shall be paid by Owner.

(g) Waiver of Subrogation. Service Provider shall require that its insurers release and waive all rights of subrogation against Owner, User, User's  landlord, if applicable, or a subsequent Owner, tenant or subtenant of the Premises with respect to any insurance carried by Service Provider,  whether or not required by this Agreement.

4.2 General. The provisions of this Article 4 do not modify, change or abrogate any responsibility of Service Provider stated elsewhere in this  Agreement. Owner assumes no responsibility for the solvency of any insurer or the failure of any insurer to settle any claim.

ARTICLE 5.  INDEMNIFICATION

5.1 Indemnification. Each party (Indemnifying Party) shall indemnify the other party, its officers, directors, agents, employees, and assigns  (each, an Indemnified Party), and undertake to defend and hold the Indemnified Party harmless from and against any claim, demand, suits,  cause of action, losses, penalties, obligations, liabilities, damages, and expenses (including court costs, reasonable attorneys' fees, interest  expenses and amounts paid in compromise or settlement) (Loss) arising out of personal injury or third party property damages to the extent  caused by or arising out of the fault of or negligent acts or omissions of the Indemnifying Party.

5.2 Claims for Indemnification. The following provisions shall apply to any claim for indemnification pursuant to this Article 5 (each, an  Indemnity Claim):

(i) If an Indemnified Party determines that it is entitled to indemnification under this Section 5, such Indemnified Party shall promptly notify the  Indemnifying Party in writing of the Loss specifying (to the extent that such information is available) the following: the factual basis for the  Indemnity Claim and the amount of the Indemnity Claim or, if an amount is not then determinable, and, if an estimate is feasible in the  circumstances, an estimate of the amount of the Indemnity Claim;

(ii) a reasonably detailed description of the basis for its potential claim for indemnification with respect to such Indemnity Claim; and

(iii) a complete copy of all notices, pleadings and other papers related to such Indemnity Claim that have been received by the Indemnified Party  prior to the date such notice is provided to Indemnifying Party; provided that failure to give such notice or to provide such information and  documents shall not relieve Indemnifying Party of any indemnification obligation it may have under this Article 5 unless and only to the extent that  such failure shall materially diminish the ability of Indemnifying Party to respond to the Indemnity Claim or to defend the Indemnified Party.

(b) The Indemnified Party agrees to provide all reasonably necessary or useful information, assistance and authority to settle and/or defend any  Loss; provided that failure to do so will not affect the indemnity except to the extent the Indemnifying Party is prejudiced thereby. In the event of a  Loss claimed by a third party, the selection of counsel, the conduct of the defense of any lawsuit, arbitration, or other proceeding, and any  settlement shall solely be within the Indemnifying Party's control, provided that the Indemnified Party shall have the right to participate in the  defense of such Loss using counsel of its choice, at its expense. No settlement that would impose any costs or expense upon the Indemnified  Party shall be made without such Party's prior written consent.

(c) Any dispute as to whether or not the Indemnified Party's right to indemnification applies, and the amount of the Indemnity Claim (as it may  have been compromised or settled by the Indemnified Party, or determined in a proceeding, pending resolution of such dispute) shall be resolved  in accordance with the dispute resolution procedures set forth in Article 6.

ARTICLE 6.  DISPUTE RESOLUTION AND ARBITRATION

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6.1 If disputes or disagreements arise related to this Agreement, Owner and Service Provider each commit to resolving such disputes or  disagreements in an amicable, professional and expeditious manner so as to avoid unnecessary losses, delays and disruptions to the Services.

6.2 Owner and Service Provider will first attempt to resolve disputes or disagreements through discussions between their respective  representatives.

6.3 [reserved]

6.4 In the event of a dispute, claim, or controversy arising out of or in connection with this Contract, the Parties through their designated  representatives or program managers agree to confer and attempt to resolve the matter informally in good faith. If such dispute cannot be resolved  in this manner within ten (10) calendar days after notice of the dispute is given to the other Party, then the matter shall be referred to the Parties'  senior officers for their review and resolution. If the matter cannot be resolved in good faith by such officers within fifteen (15) calendar days  following such referral, the matter shall be submitted to non-binding mediation. Such mediation shall commence no later than thirty (30) calendar  days after submission of the dispute and shall be conducted in the locality where the Services have been performed and in accordance with the  then prevailing rules of the Construction Industry Mediation Rules of the American Arbitration Association. The mediation shall be conducted by  one neutral mediator, who shall have experience in the general subject matter to which the dispute relates and who shall be agreed to by the  Parties. In the event that the dispute is not resolved pursuant to such mediation, each Party may pursue any rights and remedies as each may  have, whether at law or in equity. EACH OF THE PARTIES HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY  DISPUTE ARISING OUT OF OR RELATING TO THIS CONTRACT. During the course of the dispute resolution procedures provided in this  Article 6 (Dispute Resolution), Service Provider shall continue to perform its obligations hereunder in good faith until the final resolution of the  dispute, claim or controversy, so long as there has not occurred an event of default by Owner which is not cured within the applicable period  under Section 3.1.

ARTICLE 7.  CONFIDENTIAL INFORMATION

7.1 Confidentiality.

(a) Confidentiality. Except as required under applicable law, each Party shall hold in confidence all documents and other information, whether  technical or commercial, relating to this Agreement or the design, financing, construction, ownership, operation or maintenance of the SEF that is  of a confidential nature and that is supplied to it by or on behalf of the other Party. The Party receiving such documents or information shall not  publish or otherwise disclose them or use them for its own purposes (otherwise than as may be required by it, its professional advisers, or  potential or actual lenders or investors, or potential or actual subcontractors to perform its obligations or to assert its rights under this  Agreement). Each Party further agrees, to the extent requested by the supplier of such information, to require its subcontractors, vendors,  suppliers and employees to enter into appropriate nondisclosure agreements relative to such confidential information, prior to the receipt thereof.  To the extent reasonably required, confidential information may be made available to potential debt and equity investors and as necessary subject  to a mutually acceptable confidentiality agreement or to respective advisors who are bound to confidentiality by applicable rules of professional  conduct or by mutually acceptable confidentiality agreements. The provisions of this Section 7.1 shall not apply to information within any one of  the following categories or any combination thereof: (1) information that was in the public domain prior to the receiving Party's receipt or that  subsequently becomes part of the public domain by publication or otherwise, except by the receiving party's wrongful act; (2) information that the  receiving Party can demonstrate was in its possession prior to receipt thereof from the disclosing Party and not otherwise subject to an obligation  of confidentiality; or (3) information received by a Party from a third party having no obligation of secrecy with respect thereof.

(b) The obligations of the Parties under this Section will survive for a period of two (2) years from and after the expiration or termination of the  Agreement.

ARTICLE 8.  NOTICES

8.1 Notices. All notices, requests, statements or payments will be made to the addresses and persons specified on the signature page below. All  notices, requests, statements or payments will be made in writing. Notices required to be in writing will be delivered by hand delivery, overnight  delivery or U.S. mail. Notice by hand delivery or overnight delivery will be deemed to have been received when delivered. A Party may change its  address by providing notice of the same in accordance with the provisions of this section.

ARTICLE 9.  ASSIGNMENT; BINDING EFFECT

9.1 Assignment; Binding Effect.

(a) Service Provider shall not, without the prior written consent of Owner, which consent will not be unreasonably withheld or delayed, assign,  pledge or transfer all or any part of, or any right or obligation under, this Agreement, whether voluntarily or by operation of law, and any such  assignment or transfer without such consent will be null and void; provided, however, that notwithstanding the foregoing, Service Provider may,  without the consent of Owner, assign,

5







pledge or transfer all or any part of Service Provider's payment rights under this Agreement (i) to any affiliate of Service Provider, (ii) to any party  that acquires Service Provider or all or substantially all of Service Provider's assets, or (iii) for security purposes in connection with any financing  and, provided further, that Service Provider shall remain fully liable for the performance of all of Service Provider's obligations under this  Agreement. Service Provider shall deliver notice of any such assignment, pledge or transfer to Owner in writing as soon as reasonably practicable  thereafter. Owner agrees to execute such reasonable consents to assignment and other documents, and to provide such information, as is  reasonably requested by Service Provider in connection with any such assignment, pledge or transfer. Any payment made by Owner to Service  Provider after the effective date of such assignment, pledge or transfer and within ten (10) business days after receipt of Service Provider's written  notice, shall be deemed payment to the assignee, pledgee, or transferee identified in Service Provider's notice. In addition, Service Provider may  subcontract any or all of its duties hereunder, but no such subcontract shall relieve Service Provider of any such subcontracted duties

(b) Owner may, without the consent of Service Provider, assign, pledge or transfer all or any part of, or any right or obligation under this  Agreement (i) to any affiliate of Owner (including any affiliate of Owner's manager), (ii) to any party that acquires Owner or all or substantially all  of Owner's assets, (iii) to User, or (iv) for security purposes in connection with any financing or other financial arrangements regarding the SEF,  provided, however, that Owner shall remain fully liable as a guarantor for all of its payment obligations under this Agreement. Owner shall deliver  notice of any such assignment, pledge or transfer to Service Provider in writing as soon as reasonably practicable thereafter. Service Provider  agrees to execute such reasonable consents to assignment and other documents, and to provide such information, as is reasonably requested by  Owner in connection with any such assignment, pledge or transfer.

(c) Subject to the foregoing restrictions on assignment, this Agreement will inure to the benefit of and be binding upon the Parties and their  respective successors and permitted assigns.

9.2 Cooperation with Financing. Service Provider acknowledges that Owner will be financing the acquisition of the SEF and Service Provider  agrees that it shall reasonably cooperate with Owner and its financing parties in connection with such financing for the SEF, including the  furnishing of such information and the giving of such certificates; provided that the foregoing undertaking shall not obligate Service Provider to  materially change any rights or benefits, or materially increase any burdens, liabilities or obligations of Service Provider, under this Agreement  (except for providing notices and additional cure periods to the financing parties with respect to Events of Defaults with respect to Owner as a  financing party may reasonably request).

ARTICLE 10.  MISCELLANEOUS

10.1 Hazardous Conditions. Service Provider is not responsible for any Hazardous Conditions encountered at the Premises. Upon encountering  any Hazardous Conditions, Service Provider will stop work immediately in the affected area and duly notify Owner and, if required by any legal  requirements, all government or quasi-government entities with jurisdiction over the Premises. Hazardous Conditions are any materials, wastes,  substances and chemicals deemed to be hazardous under applicable legal requirements, or the handling, storage, remediation, or disposal of which  are regulated by applicable legal requirements.

(a) Upon receiving notice of the presence of suspected Hazardous Conditions, Owner shall take the necessary measures required to ensure that  the Hazardous Conditions are remediated or rendered harmless. Such necessary measures shall include Owner retaining qualified independent  experts to (i) ascertain whether Hazardous Conditions have actually been encountered, and, if they have been encountered, (ii) prescribe the  remedial measures that Owner must take either to remove the Hazardous Conditions or render the Hazardous Conditions harmless.

(b) Service Provider shall be obligated to resume Services at the affected area of the Premises only after Owner's expert provides it with written  certification that (i) the Hazardous Conditions have been removed or rendered harmless and (ii) all necessary approvals have been obtained from  all government and quasi-government entities having jurisdiction over the Premises.

(c) To the fullest extent permitted by law, Owner shall indemnify, defend and hold harmless Service Provider, and its officers, directors, employees  and agents, from and against any and all claims, losses, damages, liabilities and expenses, including reasonable attorneys' fees and expenses,  arising out of or resulting from the presence, removal or remediation of Hazardous Conditions at the Premises

(d) Notwithstanding the preceding provisions of this Section 10.1, Owner is not responsible for Hazardous Conditions introduced to the Premises  by Service Provider or anyone for whose acts they may be liable. To the fullest extent permitted by law, Service Provider shall indemnify, defend  and hold harmless Owner and Owner's officers, directors, employees and agents from and against all claims, losses, damages, liabilities and  expenses, including attorneys' fees and expenses, arising out of or resulting from those Hazardous Conditions introduced to the Premises by  Service Provider or anyone for whose acts it may be liable.

10.2 Governing Law. This Agreement will be governed by the laws of the State of California, without

6







giving effect to the conflicts of laws principles thereof. The parties agree to perform their respective obligations under this Agreement in  accordance with applicable laws.

10.3 Entire Agreement; Amendments. This Agreement (including the exhibits, any written schedules, supplements or amendments) constitutes the  entire agreement between the Parties, and shall supersede any prior oral or written agreements between the Parties, relating to the subject matter  hereof. Except as otherwise expressly provided in this Agreement, any amendment, modification or change to this Agreement will be void unless in  writing and executed by both Parties.

10.4 Non-Waiver. No failure or delay by either Party in exercising any right, power, privilege, or remedy hereunder will operate as a waiver thereof.  No waiver by either Party of a breach of any term or provision contained herein shall be effective unless signed and in writing and signed by the  waiving party. No consent by either Party to, or waiver of, a breach by either Party, whether express or implied, shall be construed, operate as, or  constitute a consent to, waiver of, or excuse of any other or subsequent or succeeding breach by either Party.

10.5 Severability. If any part, term, or provision of this Agreement is determined by an arbitrator or court of competent jurisdiction to be invalid,  illegal, or unenforceable, such determination shall not affect or impair the validity, legality, or enforceability of any other part, term, or provision of  this Agreement, and shall not render this Agreement unenforceable or invalid as a whole. Rather the part of this Agreement that is found invalid or  unenforceable will be amended, changed, or interpreted to achieve as nearly as possible the same objectives and economic effect as the original  provision, or replaced to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision, within  the limits of applicable law or applicable court decisions, and the remainder of this Agreement will remain in full force

10.6 No Third Party Beneficiary. Nothing in this Agreement will provide any benefit to any third party or entitle any third party to any claim, cause  of action, remedy or right of any kind.

10.7 No Recourse to Affiliates. This Agreement is solely and exclusively between the Parties, and any obligations created herein on the part of  either Party shall be the obligations solely of such Party. No Party shall have recourse to any parent, subsidiary, partner, member, affiliate, lender,  director, officer or employee of the other Party for performance or non-performance of any obligation hereunder, unless such obligations were  assumed in writing by the Person against whom recourse is sought.

10.8 Counterparts. This Agreement may be executed in any number of counterparts, and in original or portable document format, and by the  different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument, and all of which together  shall constitute one and the same Agreement.

10.9 Further Assurances. The Parties shall at their own cost and expense do such further acts, perform such further actions, execute and deliver  such further or additional documents and instruments as may be reasonably required or appropriate to consummate, evidence, or confirm the  agreements and understandings contained herein and to carry out the intent and purposes of this Agreement.

10.10 General Interpretation. The terms of this Agreement have been negotiated by the Parties hereto and the language used in this Agreement  shall be deemed to be the language chosen by the Parties hereto to express their mutual intent. This Agreement shall be construed without regard  to any presumption or rule requiring construction against the Party causing such instrument of any portion thereof to be drafted, or in favor of the  Party receiving a particular benefit under this Agreement. No rule of strict construction will be applied against any person.

10.11 Access to Premises. Owner shall furnish reasonable access to the Premises in order to allow Service Provider to perform the Services. Service  Provider's access to the Premises (including its agents, employees, and representatives) shall be subject to User's rules and regulations, security  policies and guidelines and access control systems and procedures (as provided by Owner to Service Provider as of the Effective Date). Owner  shall coordinate and provide for User's, or User's agent's, supervision of Service Provider, as may be required by User, in a manner that shall not  disrupt Service Provider's performance of the Services.

10.12 No Claims against the Premises. Service Provider understands and acknowledges that the SEF is separate from, and not an improvement to or  a part of the Premises and that the SEF is separately owned by Owner. Owner, and not User, any owner, landlord, tenant, or subtenant of the  Premises, is solely responsible for the payment of all Services Fees, and Service Providers shall have no claim against the Premises for unpaid  Services Fees. Service Provider agrees not to attempt to record any lien against the Premises for unpaid Services Fees.

10.13 Headings. The headings of the Sections of this Agreement are inserted for convenience of reference only and do not form a part or affect the  meaning hereof.

10.14 Public Announcements. Notwithstanding anything to the contrary set forth herein, each Party acknowledges that the other Party (the  Public Party) is or may become a publicly-held company, and in conjunction with its duties as a publicly-held company, such Public Party may  from time to time be required to report to the public by filing appropriate disclosure statements with the Securities and Exchange Commission on  form 8(k,) periodical reports, or otherwise according to applicable securities laws and regulations, or through press releases (collectively, Public  Information); provided, however, that unless required by law, the Public Party shall not use the other Party's, Owner's, or User's name or brand  in such Public Information without prior written consent of the other Party, which shall not be

7







unreasonably, withheld, conditioned or delayed. To the extent consistent with applicable law, the Public Party shall have given the other Party,  Owner, or User advance notice and an opportunity to review and provide comment on such releases. On the Public Party's request, the other Party  shall provide a written description of information about such Party as it should appear in such filings.

10.15 Force Majeure. Notwithstanding anything to the contrary elsewhere in this Agreement, neither Party shall be liable for any failure to comply  with its obligations under the this Agreement, other than to pay moneys due, to the extent arising out of any circumstances not within the  reasonable control, directly or indirectly, of the Party affected (Force Majeure). Force Majeure shall include fire, explosion, flood, earthquake,  hurricane, tornado, storm, wind or other unusually adverse weather, civil commotions, civil disobedience, war, rebellion, sabotage, acts of civil or  military authority, acts of public enemy, acts of terrorism, boycotts, industry-wide strike or labor difficulties, acts of God, and any actions or  inactions by the local utility, but shall not include any inability to make payments that are due hereunder. Each Party shall be entitled to an  equitable adjustment for its performance obligations hereunder arising from Force Majeure. A Party claiming Force Majeure shall promptly notify  the other party, specifying in reasonable detail the event of Force Majeure, the expected duration, and the steps such party is taking to remedy any  delay.

[SIGNATURE PAGE FOLLOWS]

8







Operations and Maintenance Agreement Aerojet 1

INTENDING TO BE LEGALLY BOUND, Owner and Service Provider have signed this Agreement through their duly authorized representatives  effective as of the latest date set forth below.

OWNER:

Date: December 11, 2009

SOLAR TAX PARTNERS 1, LLC

By: /s/ HEK Partners, LLC by William Hedden and Steven Kay

Printed name: William Hedden and Steven Kay

Title: Members

Address:

1838 15th Street

San Francisco, CA

SERVICE PROVIDER:

Date: December 11, 2009

SOLAR POWER, INC.

By: /s/ Todd Lindstrom

Printed name: Todd Lindstrom

Title: Executive Vice President

Telephone: ( 916 ) 745-0900

Address:

1115 Orlando Drive  Roseville, CA 95661

Telephone: (916) 745-0900  Telefax: (916) 721-0428







Opertations and Maintenance Agreement Aerojet 1

EXHIBIT A

SEF DESCRIPTION

3.6 MW SYSTEM

(17,632) SPI SP205 MODULES

(6) (AE 500KW) INVERTERS

(3) 480V-12.7 KV TRANSFORMERS

SEF IS A SINGLE AXIS CONERGY TRACKER SYSTEM

Exhibit A-1







Operations and Maintenance Agreement Aerojet 1

EXHIBIT B

DESCRIPTION OF PREMISES

AEROJET — PHASE 1

RANCHO CORDOVA, CA

Exhibit B-1







Operations and Maintenance Agreement Aerojet 1

EXHIBIT C

SCOPE OF SERVICES

As of the Delivery Date (as defined in the EPC) (Services Commencement Date), Service Provider shall provide the Services marked below as  frequently as indicated below in accordance with the terms and conditions of this Agreement:

MAINTENANCE SERVICE SCHEDULE

Exhibit C-1

          SERVICES         INCLUDED         (ONLY IF         CHECKED)   SERVICE DESCRIPTION   SERVICE FREQUENCY þ



INSPECTION OF SEF'S GENERAL SITE CONDITIONS, PV ARRAYS, ELECTRICAL  EQUIPMENT, MOUNTING STRUCTURE, DATA ACQUISITION SYSTEM, AND  BALANCE OF SYSTEM PROVIDED UNDER EPC.

BI-ANNUALLY (TBD)

          þ     SYSTEM TESTING, INCLUDING STRING LEVEL OPEN CIRCUIT VOLTAGE AND DC  OPERATING AMPERAGE TESTS.   EVERY 2 YEARS

          o     RECALIBRATION OR REPLACEMENT OF DAS SENSORS AND METERS (PER  MANUFACTURER'S INSTRUCTIONS)   EVERY 3 YEARS

          þ     INVERTER PREVENTIVE MAINTENANCE PER MANUFACTURER'S OPERATING  GUIDELINES.   ANNUALLY

          þ    CLEANING OF INVERTER CABINET AIR VENTS   BI-ANNUALLY (TBD)           þ     CLEANING AND CHANGING INVERTER AIR FILTERS (PER MANUFACTURER  WARRANTY REQUIREMENTS)   ANNUALLY

          þ     CLEANING AND REMOVING DUST FROM INVERTER HEAT SINKS (PER  MANUFACTURER WARRANTY REQUIREMENTS)   BI-ANNUALLY (TBD)







Operations and Maintenance Agreement Aerojet 1

Exhibit C-2

          SERVICES         INCLUDED         (ONLY IF         CHECKED)   SERVICE DESCRIPTION   SERVICE FREQUENCY þ



CHECKING TORQUE MARKS AND RE-TIGHTENING APPROPRIATE WIRING  CONNECTIONS TO DESIGN SPECIFICATION TORQUE FORCE (PER  MANUFACTURER'S GUIDELINES)

ANNUALLY

          þ     CLEANING OF PV ARRAY MODULES (USING CLEAR WATER AND SOFT BRUSH  ONLY)   BI-ANNUALLY, AS REQUIRED

          þ     REMOVAL OF ANY MATERIALS (E.G. TRASH, BIRDS NESTS, ETC.) THAT MAY BE  FOUND UNDER THE PV ARRAY MODULES OBSTRUCTING AIRFLOW   ANNUALLY

          þ     INSPECTION, MAINTENANCE AND TESTING OF MECHANICAL TRACKERS,  REPLACEMENT OF FLUIDS   BI-ANNUALLY, AS REQUIRED

          þ     INSPECT ARRAY MOUNTING STRUCTURE, CARPORT STRUCTURE, CONDUIT RUNS,  AND OTHER PHYSICAL COMPONENTS FOR WEAR OR DAMAGE   ANNUALLY

          o    INSPECT AND REPAIR MODULE WATER SPRAY / RINSING SYSTEM   ANNUALLY           þ     INSPECT AND TEST, AS APPROPRIATE, TRACKING ELECTRICAL COMPONENTS  (PER MANUFACTURER'S GUIDELINES)   ANNUALLY

          þ



PROVIDE WRITTEN SEF MAINTENANCE REPORT



TEN (10) BUSINESS DAYS FOLLOWING  PERFORMANCE OF MAINTENANCE  SERVICES







Operations and Maintenance Agreement Aerojet 1

OPERATIONAL AND MANAGEMENT SERVICE SCHEDULE

GENERAL REQUIREMENTS:

OWNER IS OBLIGATED TO SATISFY CERTAIN OPERATIONAL REQUIREMENTS IN CONNECTION WITH THAT CERTAIN POWER PURCHASE AGREEMENT  DATED MAY 8, 2009 (PPA), BETWEEN OWNER AND USER), AND CERTAIN MAINTENANCE AND REPAIR OBLIGATIONS UNDER THAT CERTAIN LEASE  DATED DECEMBER ___, 2009 (LEASE) BETWEEN OWNER AND MASTER TENANT 2008-C, LLC (MASTER TENANT). SERVICE PROVIDER AGREES  TO PROVIDE OPERATIONAL AND MANAGEMENT SERVICES TO OWNER, INCLUDING WITHOUT LIMITATIONS, TO ADMINISTER THE OPERATIONAL  OBLIGATIONS OF OWNER UNDER THE PPA AND THE MAINTENANCE AND REPAIR OBLIGATIONS UNDER THE LEASE, AND TO PROVIDE ADDITIONAL  OPERATIONAL AND MANAGEMENT SERVICES AS SET FORTH BELOW.

OPERATE AND MAINTAIN SEF IN ACCORDANCE WITH PRUDENT INDUSTRY PRACTICES AND APPLICABLE UTILITY STANDARDS AND AS REQUIRED BY  THE INTERNAL REVENUE CODE IN ORDER FOR THE OWNER TO QUALIFY FOR AND MAINTAIN ENERGY CREDITS OR CASH GRANT. [SOURCE: PPA 2 (A)]

INSTALL AND MAINTAIN IN ACCORDANCE WITH PRUDENT INDUSTRY STANDARDS A REVENUE QUALITY METER THAT MEETS UTILITY REQUIREMENTS  WITH ELECTRONIC DAS CAPABILITIES. IF REQUESTED BY USER, SERVICE PROVIDER SHALL TEST DAS ANNUALLY AND CERTIFY RESULTS.  [SOURCE: PPA 6(A)]

PRESERVE ALL PPA DATA FOR A MINIMUM OF TWO YEARS FOLLOWING THE COMPILATION OF DATA. [SOURCE: PPA 6(C)]

ENSURE ALL ENERGY GENERATED BY THE SEF CONFORMS TO UTILITY SPECIFICATIONS, INCLUDING THE INSTALLATION AND MAINTENANCE OF  PROPER POWER CONDITIONING AND SAFETY EQUIPMENT, SUBMITTAL OF NECESSARY SPECIFICATIONS, COORDINATION OF UTILITY TESTING AND  VERIFICATION. [SOURCE: PPA 7(B)]

ARRANGE DELIVERY OF ENERGY OUTPUT TO USER AND ANY INSTALLATION AND OPERATION OF EQUIPMENT ON USER'S SIDE NECESSARY FOR  ACCEPTANCE AND USE OF THE ENERGY OUTPUT [SOURCE PPA 7(C)]

PERFORM ALL INVOICING, INVOICE ADJUSTMENTS, AND INVOICE DISPUTES, AND OTHER ACCOUNTING FUNCTIONS RELATED TO THE OPERATION OF  THE SEF UNDER THE PPA. [SOURCE: PPA 8 AND 9]

Exhibit C-3







Operations and Maintenance Agreement Aerojet 1

PROVIDE AND TAKE REASONABLE MEASURES FOR SECURITY OF THE GENERATING FACILITY AGAINST ACCESS BY UNAUTHORIZED PERSONS,  INCLUDING REASONABLE SECURITY FENCING IF APPROPRIATE [SOURCE: PPA 12(A)]

RESPONSIBLE FOR THE IDENTIFICATION, CLEANUP, REMOVAL, REMEDIATION AND DISPOSAL OF HAZARDOUS MATERIALS USED, GENERATED,  TREATED, STORED OR TRANSPORTED TO THE PREMISES. [SOURCE: PPA 13(E)]

MAINTAIN COMPLETE AND ACCURATE RECORDS ON ALL MATTERS RELATING TO THE SEF AND MAINTAIN DATA AS MAY BE NECESSARY TO  DETERMINE WITH REASONABLE ACCURACY ANY ITEM RELEVANT TO THE PPA. [SOURCE: PPA 17]

TAKE GOOD CARE OF THE SEF; KEEP THE SAME IN GOOD ORDER AND CONDITION; AND MAKE AND PERFORM ALL REPAIRS. ALL REPAIRS SHALL BE  AT LEAST EQUAL IN QUALITY AND COST TO THE ORIGINAL IMPROVEMENTS AND SHALL BE MADE IN ACCORDANCE WITH ALL LEGAL  REQUIREMENTS, AND THE REQUIREMENTS OF THE PPA AND EASEMENT. THE NECESSITY FOR OR ADEQUACY OF REPAIRS SHALL BE MEASURED BY  THE STANDARDS WHICH ARE APPROPRIATE FOR IMPROVEMENTS OF SIMILAR CONSTRUCTION AND CLASS, PROVIDED THAT SERVICE PROVIDER  SHALL IN ANY EVENT MAKE ALL REPAIRS REASONABLY NECESSARY TO AVOID ANY STRUCTURAL DAMAGE OR OTHER DAMAGE OR INJURY TO THE  SEF. [SOURCE: LEASE 5.02]

OPERATE THE SEF AS REQUIRED UNDER THE INTERNAL REVENUE CODE AND CASH GRANT GUIDANCE IN ORCDER TO MAINTAIN THE ELIGIBILITY  OF THE SEF FOR ENERGY CREDITS UNDER SECTION 48 OF THE INTERNAL REVENUE CODE OR APPLICABLE CASG GRANTS UNDER SECTION 1603 OF  THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 [SOURCE: STP1 OA, 4.01(Z), 4.02(W)]

OBTAIN AND MAINTAIN IN GOOD STANDING ALL PERMITS, LICENSES AND GOVERNMENTAL APPROVALS NECESSARY FOR THE OPERATION AND  MAINTENANCE OF THE SEF. [SOURCE: STP1 OA 4.02(B)]

PROVIDE OWNER WITH SUCH INFORMATION AS NECSSARY FOR OWNER AND MASTER TENANT TO MAKE TIMELY, ACCURATE AND COMPLETE  SUBMISSIONS OF REPORTS TO GOVERNMENTAL AGENCIES RELATED TO THE OPERATIONOR MAINTENANCE OF THE SEF. [SOURCE: STP1 OA 4.02 (G)]

COMPLY WITH THE PROVISIONS OF ALL APPLICABLE LAWS IN THE OPERATION AND MAINTENANCE OF THE SEF, INCLUDING WITHOUT LIMITATION,  ALL STATE AND LOCAL ZONING LAWS, BUILDING CODES, HEALTH AND SAFETY CODES AND ALL OTHER GOVERNMENTAL OBLIGATIONS, AND  CONTRACTUAL OBLIGATIONS IDENTIFIED TO SERVICE PROVIDER. [SOURCE: STP1 OA 4.02(H)]

PROVIDE OWNER AND MASTER TENANT OF NOTICE OF ANY WRITTEN OR ORAL NOTICE OF ANY DEFAULT OF FAILURE OF COMPLIANCE; LITIGATION  OR CRIMINAL ACTION OR ADMINISTRATIVE PROCEEDINGS, OR COMMUNICATION FROM ANY LENDER OR OTHER PERSON OR GOVERNMENTAL  AUTHORITY WHICH IS NOT IN THE ORDINARY COURSE OF BUSINESS, WITH RESPECT TO THE SERVICES [SOURCE: STP1 OA  4.02(K)]

Exhibit C-4







Operations and Maintenance Agreement Aerojet 1

IN OPERATING THE SEF, USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ALL CONTRACTS, MATERIALS, SUPPLIES, UTILITIES AND SERVICES  REQUIRED ON THE MOST ADVENTAGEOUS TERMS AVAILABLE, PROVIDED THAT OWNER SHALL BE OBLIGATED TO PAY THE COST OF ALL MATERIALS  AND SUPPLIES. [SOURCE: STP1 OA 4.02(L)]

OPERATE THE SEF IN A MANNER THAT SATISFIES THE REQUIREMENTS OF ALL COVENANTS AND RESTRICTIONS APPLICABLE TO THE PROPERTY,  INCLUDING THE EASEMENT AND THE LEASE, AND PROJECTS GENERATING ENERGY CREDITS. [SOURCE: STP1 OA 4.02(O), 4.02(Y)]

TAKE ALL ACTIONS NECESSARY TO ENSURE THAT THE PROPERTY CONTAINS NO, AND IS NOT AFFECTED BY THE PRESENCE OF, ANY HAZARDOUS  SUBSTANCE, AND TO ENSURE THAT THE PROPERTY IS NOT IN VIOLATION OF ANY FEDERAL, STATE, OR LOCAL STATUTE, LAW, REGULATION, RULE,  OR ORDINANCE, INCLUDING ANY ENVIRONMENTAL LAW. SERVICE PROVIDER SHALL PROMPTLY DELIVER TO OWNER AND MASTER TENANT ANY  NOTICE RECEIVED FROM ANY SOURCE WHATSOEVER OF THE EXISTENCE OR POTENTIAL EXISTENCE OF ANY HAZARDOUS SUBSTANCE ON THE  PROPERTY OR OF A VIOLATION OF ANY FEDERAL, STATE, OR LOCAL STATUTE, LAW, REGULATION, RULE OR ORDINANCE, INCLUDING ANY  ENVIRONMENTAL LAW WITH RESPECT TO THE PROPERTY. [SOURCE: STP1 OA 4.02(S)]

CAUSE TO BE PREPARED AND DELIVERED TO OWNER AND MASTER TENANT THE FOLLOWING:

WITHIN FIFTEEN (15) DAYS OF THE END OF EACH CALENDAR MONTH

(i) A REPORT OF ANY CONSTRUCTION ACTIVITY (INCLUDING MONTHLY DRAW REQUESTS AS AND WHEN SUBMITTED TO THE LENDER; ANY AND ALL  INSPECTION REPORTS DONE BY OR ON BEHALF OF THE LENDER; ALL ARCHITECT'S REPORTS; AND THE MINUTES OF ALL MEETINGS OF THE  MANAGING MEMBER REGARDING ANY ISSUE OF REHABILITATION OF THE PROPERTY);

(ii) REPORTS OF OPERATIONS, INCLUDING AN UNAUDITED COMPARISON OF ACTUAL OPERATING EXPENDITURES DURING THE APPLICABLE  QUARTER WITH THE PROJECTIONS FOR SUCH QUARTER AS SET FORTH IN THE BUDGET APPROVED AND PROVIDED BY MASTER TENANT;

(iii) AN ANALYTIC REPORT OF THE ENERGY PRODUCED BY THE SEF AND COMPARED TO THE PROJECTED PRODUCTION INCORPORATED INTO THE  PROJECTIONS.

(iv) A REPORT OF SUCH OTHER INFORMATION AS MAY BE DEEMED BY THE OWNER OR MASTER TENANT TO BE MATERIAL TO THE OPERATION OF  THE SEF

IMMEDIATELY:

(v) FROM TIME TO TIME AS MAY BE REASONABLY REQUESTED BY THE OWNER OR MASTER TENANT, INFORMATION ON THE STATE OF SEF OR  ANY OF THE SERVICES;

(vi) UPON RECEIPT OF NOTICE OF ANY VIOLATION OF ANY HEALTH, SAFETY, BUILDING CODE, OR OTHER STATUTE OR REGULATION, A DETAILED  STATEMENT

Exhibit C-5







Operations and Maintenance Agreement Aerojet 1

DESCRIBING SUCH MATTERS ALONG WITH ANY WRITTEN NOTICES THEREOF RECEIVED BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENTAL  ENTITY.

(vii) UPON LEARNING OF AN OPERATIONAL CONDITION OR CIRCUMSTANCE WHICH IS EXPECTED TO REDUCE BELOW THE PROJECTED LEVELS THE  AMOUNT OF ENERGY CREDITS, A DETAILED STATEMENT DESCRIBING SUCH MATTERS;

(viii) UPON LEARNING OF ANY MATERIAL DEFAULT OR VIOLATION OF THE EASEMENT, PPA OR UPON ANY TERMINATION OF ANY SUCH  DOCUMENTS, A DETAILED STATEMENT DESCRIBING THE NATURE OF SUCH DEFAULT AND ANY ACTIONS THAT THE SERVICE PROVIDER PROPOSES  TO TAKE IN RESPONSE TO SUCH DEFAULT OR TERMINATION; OR

WITHIN TWO (2) DAYS AFTER RECEIPT BY THE COMPANY:

(ix) COPIES OF ALL REPORTS, NOTICES, FILINGS OR CORRESPONDENCE SENT OR RECEIVED BY THE COMPANY REGARDING THE OCCURRENCE OF  ANY EVENT WHICH HAS OR MAY HAVE A MATERIAL ADVERSE EFFECT ON THE SEF (INCLUDING, WITHOUT LIMITATION, ANY REPORTS, NOTICES,  FILINGS OR CORRESPONDENCE WITH ANY GOVERNMENTAL AGENCY, DEFAULT NOTICES, NOTICES OF REDUCTIONS OR ELIMINATION OF BENEFITS  UNDER ANY FEDERAL, STATE, OR LOCAL PROGRAM PREVIOUSLY ENJOYED BY THE COMPANY, NOTICE OF ANY IRS PROCEEDING INVOLVING THE  COMPANY, NOTICE OF ANY DEMAND FOR PAYMENT OR DRAW UNDER ANY CONSTRUCTION COMPLETION GUARANTEE, PERFORMANCE BOND; OR  LETTER OF CREDIT REGARDING THE COMPANY; AND NOTICES REGARDING THE PROPERTY'S COMPLIANCE WITH ANY REGULATORY  RESTRICTIONS IMPOSED THEREON); AND

(x) COPIES OF ALL LAWSUITS OR LEGAL PROCEEDINGS OR ALLEGED VIOLATIONS OF LAW, AND NOTICES OF ALL ACTIONS TAKEN, OR PROPOSED  TO BE TAKEN, AFFECTING THE SEF.

[SOURCE: STP1 13.04, MT 13.04]

Exhibit C-6







Operations and Maintenance Agreement Aerojet 1

EXHIBIT D

SERVICES FEE SCHEDULE

As full compensation to Service Provider for the performance of Services hereunder, Owner shall pay Service Provider the following Services Fee  after the Services Commencement Date:

The Services Fee will escalate at a rate of three percent (3%) per year beginning at the first anniversary of the Services Commencement Date.

Billing Rate Schedule for Non-Covered Services

Payment for Non-Covered Services shall be on a Time & Materials Basis per the following schedule:

Exhibit D-1

          PAYMENT FREQUENCY INITIAL ANNUAL SERVICES FEE   (AS MARKED)   o QUARTERLY  $41,000    þ SEMI-ANNUALLY   o ANNUALLY

  1.   Service Provider Employees billed at $[*] per hour.

  2.   Subcontractor charges will be billed at cost plus [*] percent ([*]%).

  3.   Materials, travel, lodging and other expenses will be billed at direct cost plus [*] percent ([*]%).

  4.   Hourly Rates listed will escalate at a rate of [*]%  per year beginning at the first anniversary of the Services Commencement Date. 
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?
Example Output: 16004

Example Input: EXHIBIT 10.2

               TOUCHSTAR SOFTWARE CORPORATION RESELLER AGREEMENT                             DATED SEPTEMBER 14, 2005

                         TOUCHSTAR SOFTWARE CORPORATION

                               RESELLER AGREEMENT

         This Reseller Agreement is made and entered into as of this 14 day of SEPTEMBER, 200_ (the Effective Date), by and between TOUCHSTAR SOFTWARE CORPORATION, a Delaware corporation with its principal place of business at 3025 South Parker Road, Suite 925, Aurora, Colorado 80014, United States (TouchStar), and WORLDWIDE STRATEGIES, a NEVADA corporation, with its principal place of business at 3801-E FLORIDA AVE STE 400 DENVER, CO 80210 (Reseller).

                                    RECITALS

A. TouchStar produces and distributes the TouchStar Software and provides the related Support Services.

B. Reseller has represented to TouchStar that it possesses experience, knowledge, and skill in the calling service industry and has the capability to effectively market and distribute the TouchStar Software and Support Services in the Territory.

C. Reseller desires to market and distribute the TouchStar Software to Customers as a non-exclusive value added reseller in the Territory pursuant to the terms contained in this Agreement.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth in this Agreement, and intending legally to be bound hereby, the parties agree as follows:

1. DEFINITIONS.

         In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below (such meanings to be equally applicable to the singular as well as the plural forms of the terms defined):

         AAA has the meaning ascribed to that term in Section 10.12(b) of this Agreement.

         AAA Rules has the meaning ascribed to that term in Section 10.12(b) of this Agreement.

         Affiliate as used in this Agreement with respect to an Entity, means any person controlling, controlled by or under common control with such Entity. For the purpose of this definition, control means the possession, directly or indirectly, of the power to direct or cause the direction of an Entity, whether through the ownership of voting securities or otherwise.

         Agreement means this Reseller Agreement and the Exhibits attached hereto as the same may be amended from time to time in accordance with the terms set forth herein.

Rev 3/05

         Ancillary Software has the meaning ascribed to that term in Section 4.13 of this Agreement.

         Annual Marketing Plan has the meaning ascribed to that term in Section 4.3 of this Agreement.

         Assessment has the meaning ascribed to that term in Section 6.2 of





this Agreement.

         Confidential Information means any and all trade secrets and other confidential information and know-how related directly or indirectly to TouchStar's business or its products, including inventions, materials, formulae, confidential research, technical information, technology, general know-how, patterns, specifications, systems data, equipment, operating standards and procedures, developments and improvements, computer programs, operating systems, source code, object code, middleware, firmware, information regarding projects, programs and sales, names and addresses of past and present customers, pricing data, internal procedures, systems, methods forms, manuals, financial data, price lists, customer service information, marketing information, and all other information relating to TouchStar, the TouchStar Software, Support Services, or other products or services of TouchStar that is not generally known to the public.

     &bbsp;   Copyrights means all right, title, and interest of TouchStar in and to all copyrights and rights and interests in copyrights and works protectible by copyright, whether now owned or hereafter acquired or created by TouchStar (in whole or in part) and all renewals and extensions thereof, throughout the universe and in perpetuity, whether or not registered or recorded in the United States Copyright Office or in the copyright office or agency of any other country or jurisdiction and including all works based upon, incorporated in, derived from, incorporating or relating to all works covered by copyright, including copyrights or rights or interests in copyrights registered or recorded in the United States Copyright Office or in the copyright office or agency of any other country or jurisdiction.

         Customer means a third party end-user with headquarter offices in the Territory to whom or to which Reseller resells or causes the resale of the TouchStar Software and Support Services.

         Dollars or US$ means the lawful currency of the United States.

         Effective Date has the meaning ascribed to that term in the introductory paragraph of this Agreement.

         Entity means any general partnership (including a limited liability partnership), limited partnership (including a limited liability limited partnership), limited liability company, corporation, joint venture, trust, business trust, cooperative, association or any foreign trust or foreign business organization.

         Fees means the installation fees, licensing fees and support service fees owed by Reseller to TouchStar, as set forth on EXHIBIT A.

                                       2

         Government Controls means economic and other sanctions instituted by a Governmental Body related to certain transactions, such as the transfer of technology and technical data, the transfer of funds, the provisions of goods and services, and other dealings, including, but not limited to, sanctions administered by the United States government pursuant to the United States Export Administration Act, the United States Arms Export Control Act, the International Emergency Economic Powers Act, the United States Foreign Corrupt Practices Act of 1977, all as amended, and the USA PATRIOT Act, and the regulations promulgated thereunder and certain regulations promulgated by the United States Department of Treasury.

         Governmental Body means any (a) nation, state, country, or other jurisdiction of any nature, (b) national, federal, state, local, municipal, foreign, or other government, governmental, or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal), or (c) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.

         Intellectual Property Rights means the Confidential Information of TouchStar, the Copyrights, the Patents, and the Trademarks.

         Legal Requirements means any national, federal, state, local, municipal, foreign, international, multinational, or other administrative order, law, constitutional law, ordinance, principle of law, regulation, statute, treaty, directive or decree, including Government Controls.

         License Agreement means the license agreement to be provided to each Customer with regard to the use by such Customer of the TouchStar Software, in the form of EXHIBIT B, attached to this Agreement.

         Licenses means those software and other licenses from third parties necessary lawfully to provide the Support Services.

         Marketing Materials has the meaning ascribed to that term in Section 3.2 of this Agreement.

         Other Reseller means any person or Entity acceptable to TouchStar in its sole discretion with whom or with which Reseller enters into an Other Reseller Agreement to promote, market, distribute, license and sell the TouchStar Software and Support Services to Customers in the Territory; PROVIDED that such person or Entity shall not be an end-user of either the TouchStar Software or the Support Services.

         Other Reseller Agreement has the meaning ascribed to that term in





Section 2.2(a)(i) of this Agreement.

         Patents means (a) all right, title and interest of TouchStar in and to all applicable Letters Patent and applications for Letters Patent and the inventions described therein and any Letters Patent which may issue therefrom and which have been or may have been filed in the United States or in any other country for any such inventions or for any improvements, reissues, divisions, continuations, renewals, additions, extensions, substitutes, continuations-in-part which may be made, filed, or

                                       3

granted on any of them, including the rights to all benefits therefrom arising under the International Convention for the Protection of Industrial Property or any other international treaty affecting such rights; (b) any right, title and interest of TouchStar in any utility model, design registration, trade secret, confidential research, development and commercial information, know-how, technical information, engineering, practical information, patterns, specifications, formulae, manufacturing procedures, quality control, data and procedures, systems' data, software programs, equipment, operating standards and applications, developments, and improvements; and (c) any rights to licenses or other benefits under any Letters Patent, applications for Letters Patent and/or invention, utility model registration, design registration and inventor's certificate anywhere in the world, whether or not patentable, which are obtained by TouchStar or to which TouchStar becomes entitled during the term of this Agreement.

         Private Label Software has the meaning ascribed to that term in Section 7.2 of this Agreement.

         Quotas has the meaning ascribed to that term in Section 4.11 of this Agreement.

         Registered Leads has the meaning ascribed to that term in Section 2.6 of this Agreement.

         Reseller has the meaning ascribed to that term in the introductory paragraph of this Agreement, including its legal representatives, successors, and assigns.

         Reseller Marks has the meaning ascribed to that term in Section 7.2 of this Agreement.

         Reverse Engineer means translate, disassemble, decompile, analyze, reverse engineer or reverse program, or otherwise attempt to derive the code or programming for the TouchStar Software or the Private Label Software.

         Specifications has the meaning ascribed to that term in Section 3.4(a) of this Agreement.

         Support Services means those support services related to the TouchStar Software as described in the attached EXHIBIT C.

         Technical Prerequisites has the meaning ascribed to that term in Section 3.4(b) of this Agreement.

         Term has the meaning ascribed to that term in Section 8.1 of this Agreement.

         Territory means the geographical region described in the attached EXHIBIT D.

         TouchStar has the meaning ascribed to that term in the introductory paragraph of this Agreement, including its legal representatives, successors, and assigns.

         TouchStar Intellectual Property Rights means the Copyrights, the Patents, and the Trademarks.

                                       4

         TouchStar Software means the software necessary for the operation of call center systems which is being licensed by TouchStar pursuant to this Agreement. In the event that TouchStar develops Private Label Software for Reseller, the term TouchStar Software, when the context so requires, shall include Private Label Software.

         Trademarks means all right, title and interest of TouchStar in and to (a) all trademarks, trade names, trade styles, service marks, logos, trade dress, unpatentable designs, and designations and indicia of any kind, now existing or hereafter adopted or acquired, and all registrations and recordings thereof, including applications, registrations, and recordings in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof, any other country or jurisdiction or any political subdivision thereof, all whether now owned or hereafter acquired by TouchStar and all reissues, extensions, or renewals thereof, and (b) any licenses of or licensing agreements (including registered user agreements) pertaining to any of the foregoing, together with all amendments, supplements, modifications or extensions thereof.

         United States means the United States of America and its territories





and possessions.

2. APPOINTMENT OF RESELLER.

     2.1  NONEXCLUSIVE RESELLER.  Subject to applicable Legal Requirements:

            (a) TouchStar hereby appoints Reseller as its nonexclusive value-                 added reseller for the limited purposes of promoting, marketing,                 distributing, licensing and selling the TouchStar Software and                 Support Services in the Territory, and Reseller accepts the                 appointment as such. Reseller shall have the right under this                 Agreement to promote, market, distribute, license and sell the                 TouchStar Software and Support Services to Customers in the                 Territory. TouchStar reserves the right to provide the TouchStar                 Software and Support Services to other customers in the                 Territory and/or to appoint additional distributors or                 representatives in all or any part of the Territory.

     2.2  OTHER RESELLERS.  Subject to applicable Legal Requirements and to the           provisions of this Section 2.2:

            (a) Reseller may promote, market, distribute, license and sell                 TouchStar Software and Support Services in the Territory through                 Other Resellers; PROVIDED that:

                  (i)   Reseller notifies TouchStar in writing in respect of                         each Other Reseller that Reseller intends to use to                         promote, market, distribute, license and sell TouchStar                         Software and Support Services in the Territory;

                  (ii)  TouchStar approves in writing each Other Reseller that                         Reseller intends to use to promote, market, distribute,                         license and sell TouchStar Software and Support Services                         in the Territory, which approval TouchStar may grant in                         its sole discretion;

                                       5

                  (iii) Reseller enters into a binding written agreement with                         each Other Reseller (the Other Reseller Agreement),                         which Other Reseller Agreement incorporates the terms,                         conditions, duties, rights and obligations of this                         Agreement;

                  (iv)  Reseller provides to TouchStar a fully executed copy of                         each Other Reseller Agreement;

                  (v)   each Other Reseller shall promote, market, distribute,                         license and sell the TouchStar Software and the Support                         Services only in the Territory and only in accordance                         with the provisions of this Agreement, including, but                         not limited to, delivery of License Agreements to                         Customers, and compliance with Legal Requirements and                         Government Controls; and

                  (vi)  Reseller shall terminate any Other Reseller Agreement in                         the event that the Other Reseller to whom or to which                         the Other Reseller Agreement relates fails to comply                         with the terms and conditions of such Other Reseller                         Agreement or this Agreement. Any Other Reseller shall                         obtain the TouchStar Software and the Support Services                         directly from the Reseller.

            (b) Reseller shall be responsible for all actions of Other Resellers                 with regard to the promotion, marketing, distribution, licensing                 and sale of TouchStar Software. Reseller shall be liable for any                 unauthorized or illegal use of the TouchStar Software by any                 Other Reseller, including, but not limited to, any actions or                 attempts to Reverse Engineer the TouchStar Software and any                 promotion, marketing, distribution, licensing or sale of the                 TouchStar Software in violation of Government Controls or other                 Legal Requirements.

            (c) No Other Reseller shall have the right to use, copy, modify,                 alter or Reverse Engineer any TouchStar Software whatsoever, and                 Reseller shall take all necessary steps to ensure that all acts                 or any Other Reseller related in any way to the TouchStar                 Software are consistent with the terms and conditions of this                 Agreement.

     2.3  RESELLER'S OBLIGATION NOT TO COMPETE. Reseller shall not obtain the           TouchStar Software or Support Services (or any software or services           which compete with the TouchStar Software) for sale from any Entity           other than TouchStar or its authorized agents. Nothing contained in           this Agreement is intended to limit Reseller from responding to           unsolicited requests from Customers from outside of the Territory;           PROVIDED, HOWEVER, that Reseller shall (a) immediately notify           TouchStar upon receipt of any such request and (b) not seek customers           of TouchStar Software or Support Services in any other location other           than in the Territory. Reseller shall not sell TouchStar Software or           Support Services to any person or Entity outside the Territory or           within the Territory if, to Reseller's knowledge, any such person or           Entity intends to resell the TouchStar Software or Support Services           outside of the Territory. Reseller shall not import, promote,





          distribute, license, market or sell any products in

                                       6

          the Territory which directly compete with the TouchStar Software or           Support Services.

     2.4  CHANGES IN TOUCHSTAR SOFTWARE AND SUPPORT SERVICES. TouchStar shall           have the right at any time and from time to time, in its sole           discretion, (a) to change the TouchStar Software or Support Services           included within the scope of this Agreement by providing written           notice to Reseller at least thirty (30) days prior to the date the           change becomes effective and (b) to change the design, capabilities or           other characteristics of the TouchStar Software or Support Services,           or discontinue the production or marketing of all or any portion of           the TouchStar Software or Support Services, without prior notice of           any kind. Upgrades and enhancements to the TouchStar Software or           Support Services shall automatically be deemed included as TouchStar           Software or Support Services, as applicable, unless TouchStar notifies           Reseller otherwise.

     2.5  USE OF TOUCHSTAR SOFTWARE.

            (a) TouchStar hereby grants to Reseller, with the additional right                 to grant to Other Resellers who or which enter into an Other                 Reseller Agreement, the nontransferable and nonexclusive right                 and license to use one copy of the TouchStar Software as                 necessary to demonstrate the TouchStar Software to potential                 Customers in the Territory. Reseller shall not copy, modify,                 alter, Reverse Engineer or transfer, electronically or                 otherwise, any TouchStar Software.

            (b) TouchStar reserves the absolute right, without providing notice                 to Reseller, to include software code or other markings in the                 TouchStar Software (and the Private Label Software) to assist                 TouchStar in monitoring the compliance by Reseller and Other                 Resellers with their respective obligations not to copy, modify,                 alter, modify or Reverse Engineer the TouchStar Software. In                 addition, in order to protect TouchStar's rights in and to the                 TouchStar Software, THE TOUCHSTAR SOFTWARE MAY CONTAIN A                 PROPRIETARY SCHEME THAT ALLOWS TOUCHSTAR TO DISABLE USE OF THE                 TOUCHSTAR SOFTWARE BY RESELLER, ANY OTHER RESELLER, OR CUSTOMER.                 TOUCHSTAR MAY DISABLE THE TOUCHSTAR SOFTWARE IN THE EVENT THAT                 TOUCHSTAR DISCOVERS THAT RESELLER OR ANY OTHER RESELLER HAS, OR                 HAS ATTEMPTED TO, COPY, MODIFY, ALTER OR REVERSE ENGINEER THE                 TOUCHSTAR SOFTWARE.

     2.6  LEADS FOR TOUCHSTAR SOFTWARE. Reseller shall solicit orders for           TouchStar Software from potential Customers and shall submit such           leads in writing to TouchStar (the Registered Leads). No Registered           Leads shall be binding on TouchStar until accepted by TouchStar, and           TouchStar reserves the right to reject any order or to cancel the same           or any part of it after acceptance, for credit or for any other reason           whatsoever deemed by TouchStar to be sufficient. Each Registered Lead           shall include: (a) the name, address and telephone number of the           Customer; (b) a list of the TouchStar Software and Support Services to           be provided; (c) the delivery address for

                                       7

          the TouchStar Software, whether to Reseller or Customer; (d) the           proposed shipment date; and (e) a reference to this Agreement.

     2.7  LEAD TIMES. Registered Leads shall be submitted at least thirty (30)           days prior to the requested shipping date for any TouchStar Software           or Support Services.

3. TOUCHSTAR'S DUTIES.

     3.1  AVAILABILITY OF SUPPORT SERVICES. TouchStar shall use reasonable           commercial efforts to maintain or cause to be maintained the           availability of the TouchStar Software and Support Services to           Customers in the Territory.

     3.2  MARKETING AND PROMOTIONAL LITERATURE. TouchStar shall provide to           Reseller marketing presentations and other literature prepared by           TouchStar in the ordinary course of business describing the TouchStar           Software and Support Services in order to assist Reseller in the           marketing of the Support Services in the Territory (the Marketing           Materials). The Marketing Materials will contain some or all of the           Trademarks. Reseller may include its trademarks, service marks or           other logos on the Marketing Materials; provided that Reseller may not           remove, replace or otherwise modify the Trademarks included on such           Marketing Materials.

     3.3  LICENSES. TouchStar shall grant to Reseller those Licenses necessary           for Reseller to provide Support Services to Customers. TouchStar shall           charge to Reseller the cost incurred by TouchStar to obtain such           Licenses.

     3.4  INSTALLATION.





            (a) At the request and on behalf of Reseller and any Other Reseller,                 TouchStar will install call center systems at Customer                 locations; PROVIDED that (i) TouchStar and Reseller or any Other                 Reseller, as applicable, agree in writing on the configuration                 of such call center systems (the Specifications) and (ii)                 Reseller and any Other Reseller informs the Customer that                 TouchStar is installing the call center system on behalf of such                 Reseller or any Other Reseller.

            (b) TouchStar will use reasonable commercial efforts to install the                 call center system on behalf of Reseller or any Other Reseller                 in a timely fashion. However, TouchStar and Reseller or any                 Other Reseller recognize and agree that the installation of the                 call center system depends on (i) TouchStar receiving certain                 information and data from Customer, (ii) Customer providing on a                 timely basis the necessary technical prerequisites for the                 installation of the call center system, such as T-1 lines,                 cabling and workstations (the Technical Prerequisites), and                 (iii) the number and type of any change orders requested by the                 Customer during the installation of the call center system.                 TouchStar will not be responsible for any delays in the                 installation of the call center system based on whole or in part                 on (i) delays by the Customer in providing information and data                 to TouchStar required for the installation of the call center                 system, (ii) the delay or failure by the Customer

                                       8

                to provide the Technical prerequisites, and (iii) any change                 orders requested with regard to the call center system.

4. RESELLER'S DUTIES.

     4.1  TECHNICAL AND SALES CAPABILITIES. Reseller acknowledges that the           proper marketing and support of the TouchStar Software and Support           Services requires substantial expertise and commitment. Reseller shall           at all times during the term of this Agreement, at its expense,           maintain the ability (a) to provide competent and adequate technical           assistance, service and support, (b) to explain in detail to its           Customers the features and capabilities of the Support Services, (c)           to assist Customers in determining which configuration of the Support           Services will best meet their particular needs and desires, and (d)           otherwise to carry out its obligations under this Agreement.

     4.2  DISTRIBUTION OF TOUCHSTAR SOFTWARE AND SUPPORT SERVICES. Reseller           shall use its best endeavors to vigorously promote and resell the           TouchStar Software and Support Services within the Territory.

     4.3  MARKETING PLAN. Reseller shall be responsible for developing and           implementing an annual marketing plan and system for reselling the           TouchStar Software and the Support Services (the Annual Marketing           Plan), which Annual Marketing Plan shall, prior to any use by           Reseller, be approved by TouchStar. The Annual Marketing Plan shall be           submitted to TouchStar no later than thirty (30) days after the           Effective Date.

     4.4  MARKETING PRACTICES. Reseller shall at all times conduct its business           in a manner that reflects favorably on the TouchStar Software, the           Support Services and upon TouchStar's name, goodwill, and reputation.           Reseller shall demonstrate and otherwise represent the TouchStar           Software and the Support Services fairly in comparison with           competitive products and shall not make any false or misleading           comparisons or representations regarding the TouchStar Software or the           Support Services or any representations relating to the TouchStar           Software or the Support Services that are inconsistent with           TouchStar's product literature, or warranties. Reseller shall not           engage in any illegal, deceptive, misleading, or unethical practices           that may be detrimental to TouchStar.

     4.5  PRODUCT LITERATURE. Subject to the provisions of Section 3.2, Reseller        &bbsp;  shall have the right to use and distribute the Marketing Literature to           Customers. In the event Reseller desires to use, in connection with           sales of the Support Services, any literature, technical data, price           lists, promotional materials, or similar materials (including, for           example, any materials written in any language other than English)           other than the Marketing Materials, Reseller shall prepare such           materials at its expense. All such materials shall be submitted to           TouchStar for approval, and Reseller shall not use, in connection with           the sale of the Support Services, any materials that have not been           prepared or approved by TouchStar.

     4.6  CUSTOMER ASSISTANCE. Reseller, at its expense, shall provide           assistance to its Customers in connection with the TouchStar Software           and Support Services,

                                       9

          including installation assistance, direction regarding the operation           of the TouchStar Software and Support Services, and other similar           assistance.

     4.7  SOFTWARE LICENSE AGREEMENT. Reseller and each Other Reseller shall





          deliver to each Customer a copy of the License Agreement. TouchStar           shall have the right to modify the terms and conditions of the License           Agreement from time to time, in the sole discretion of TouchStar. Upon           request from TouchStar, Reseller and each Other Reseller shall deliver           the License Agreement prior to delivery of the TouchStar Software and           Support Services. Reseller shall provide TouchStar with the name and           address of each Customer who or which receives a copy of the License           Agreement, whether from Reseller or from an Other Reseller.

     4.8  REPORTS, FORECASTS. As frequently as TouchStar reasonably requests           (but in no event less than quarterly), Reseller shall provide to           TouchStar written reports showing (a) Reseller's current Customers for           TouchStar Software and Support Services, (b) forecasts of Reseller's           anticipated orders for TouchStar Software and Support Services, and           (c) any other information regarding the TouchStar Software and Support           Services and the resale of TouchStar Software and Support Services           that TouchStar reasonably requests. All expenses associated with such           written reports shall be borne by Reseller.

     4.9  NOTIFICATION. Reseller shall report promptly to TouchStar concerning           any market information that comes to Reseller's attention regarding           TouchStar, the TouchStar Software or the Support Services, including           information regarding TouchStar's market position and the           competitiveness of the TouchStar Software or the Support Services in           the marketplace. Reseller shall report promptly to TouchStar all           claimed or suspected defects in the TouchStar Software or Support           Services and shall notify TouchStar in writing of any claim or           proceeding involving the TouchStar Software or Support Services within           five (5) days after Reseller learns of the claim or proceeding.

     4.10 COMPLIANCE WITH LAWS. Reseller and each Other Reseller shall conduct           its business in compliance with all applicable laws and regulations in           any way related to the Support Services, and performance of Reseller's           duties under this Agreement. Without limiting the generality of the           foregoing, Reseller shall:

            (a) Comply with all applicable international, national, regional and                 local laws and rules in and of the Territory now in effect or                 hereafter enacted or issued relating to the TouchStar Software                 and the Support Services;

            (b) Comply with any requirement for the registration or recording of                 this Agreement with any Governmental Body in the Territory;

            (c) Give proper weight and consideration to the interests of                 TouchStar in all dealings;

            (d) Comply at all times, and cause persons under its control to                 comply at all times, with any and all Government Controls and                 other Legal Requirements;

                                       10

            (e) Refrain from any action or omission which will cause TouchStar                 to be in violation of any law of any jurisdiction in the                 Territory or of any other Legal Requirement, including                 Government Controls.

     4.11 PERFORMANCE QUOTAS. Each Annual Marketing Plan developed by Reseller           during the term of this Agreement and any extension thereof shall           contain quotas mutually agreed between TouchStar and Reseller for the           sale by Reseller of TouchStar Software and Support Services in the           Territory for the year to which such Annual Marketing Plan relates           (the Quotas). Reseller acknowledges that meeting the Quotas is an           essential element of this Agreement and that this Agreement may be           terminated by TouchStar if, in TouchStar's reasonable opinion,           Reseller will not meet the Quotas during the Term or any extension           thereof.

     4.12 INSURANCE. At a minimum, Reseller will subscribe for and maintain           during the Term and for a period of two (2) years thereafter,           commercial general liability insurance and errors and omission           insurance in minimum amounts of Two Million Dollars (US$2,000,000) per           occurrence. Reseller will cause its insurance agent or broker to issue           and deliver to TouchStar certified copies of certificates evidencing           that insurance coverage of the required types and limits are in full           force and effect. Reseller will ensure that any persons or entities           engaged by or employed by it will carry and maintain such insurance           coverage. Each policy will include a provision requiring notice to the           other party at least thirty (30) days prior to any cancellation,           non-renewal, or material modification of the policy and will require           that each policy will name TouchStar as an additional insured.

     4.13 ANCILLARY SOFTWARE. Reseller shall have the right to develop ancillary           software compatible with the TouchStar Software for the use of its           Customers, including, but not limited to translations of the TouchStar           Software for use in languages other than English (the Ancillary           Software). In the event Reseller decides to develop Ancillary           Software, Reseller shall give TouchStar thirty (30) days notice of its           intent to develop the Ancillary Software. TouchStar, at its sole           discretion may decide to assist with the development of the Ancillary           Software. TouchStar shall own all Ancillary Software.





     4.14 TECHNICAL PREREQUISITES. In the event that TouchStar installs call           center systems on behalf of Reseller, Reseller shall provide to           TouchStar any and all information on Technical Prerequisites           reasonably requested by TouchStar in order to assist TouchStar in the           installation of the applicable call center system.

     4.15 COVENANT NOT TO SOLICIT. During the Term, and for a period of one year           following the termination or expiration of this Agreement, Reseller           will not, directly or indirectly, make an offer of employment to any           current employee of TouchStar or otherwise encourage or solicit any           current employee of TouchStar to leave the employ of TouchStar for any           reason, or to devote less than all of such employee's efforts to the           affairs of TouchStar, without (a) the prior written agreement of           TouchStar, which TouchStar may grant in its sole discretion, and (b)           the payment by Reseller to TouchStar of a mutually agreeable severance           fee. Reseller will not make an offer of

                                       11

          employment to any former employee of TouchStar for a period of four           (4) months after such employee leaves the employ of TouchStar. In the           event that a court of competent jurisdiction refuses to enforce all or           any portion of this Section 4.15, then such unenforceable portion will           be eliminated or modified, but only to the extent necessary to permit           the remaining portion of this Section 4.15 to be enforced. In the           event that any provisions of this Section 4.15 are deemed to exceed           the time, geographic or scope limitations permitted by applicable law,           such provisions will be reformed to the maximum time, geographic or           scope limitations, as the case may be, permitted by applicable law.

5. TECHNICAL ASSISTANCE.

     5.1  TOUCHSTAR SOFTWARE INFORMATION. TouchStar shall make available to           Reseller in English such technical information relating to the           TouchStar Software as it makes available to its other Resellers           generally. Reseller is not entitled to receive any source code or           other technical information relating to the TouchStar Software.

     5.2  UPGRADE OF RESELLER'S CUSTOMERS. Reseller shall use reasonable           commercial efforts to upgrade the software used by its Customers prior           to the Effective Date to the TouchStar Software. At Reseller's           request, TouchStar shall provide to Reseller and its employees           assistance relating to the upgrade of software used by Reseller's           Customers as of the Effective Date.

     5.3  ADDITIONAL ASSISTANCE. TouchStar shall provide to Reseller, the Other           Resellers, and its and their employees assistance relating to the           TouchStar Software as reasonably requested by Reseller, but in any           event in an amount not to exceed twenty (20) hours of assistance per           month. In the event TouchStar provides assistance to Reseller related           to technical aspects of the TouchStar Software or related to the           preparation of literature, technical aspects of the TouchStar Software           or related to the preparation of literature, technical materials or           promotional materials, Reseller shall promptly reimburse TouchStar for           any out-of-pocket expenses incurred by TouchStar in connection with           rendering such assistance, including all travel expenses, lodging, and           meals. TouchStar may also charge reasonably hourly or per diem rates           for some or all of the services rendered under this provision,           provided that TouchStar notifies Reseller before the services are           rendered of the rates that will apply to the services. Nothing in this           Section 5.3 shall be construed to obligate TouchStar to provide           assistance of any kind to Reseller. In the event TouchStar agrees to           provide assistance, the assistance shall at all times be subject to           the availability of TouchStar's personnel.

6. TERMS AND CONDITIONS OF SALE.

     6.1  PRICE AND PAYMENT.

            (a) TouchStar shall sell the TouchStar Software and Support                 Services, and provide for the installation of call center                 systems, for the Fees. The Fees shall be valid only for                 TouchStar Software and Support Services sold by Reseller or                 Other Resellers to Customers, and the installation of call                 center systems on

                                       12

                behalf of Reseller and any Other Resellers at Customer                 locations, in the Territory during the Term. TouchStar shall                 have the right at any time and from time to time to change the                 Fees by providing to Reseller written notice at least thirty                 (30) days prior to the date the change becomes effective.                 TouchStar may change the Fees from time to time in its sole                 discretion; PROVIDED, HOWEVER, that new Fees shall not apply to                 any agreement to provide Support Services accepted by TouchStar                 before Reseller receives notice of the change.

            (b) TouchStar will invoice Reseller for payment of the Fee incurred                 within ten (10) days after the end of each billable month.





                Payment of the Fees shall be due and payable within ten (10)                 days of the date of the invoice. All or any portion of the Fees                 not paid when due shall bear interest at the rate of one and                 one-half (1.5%) per month, calculated from the date such payment                 is due until the date on which such payment is made, inclusive;                 PROVIDED, HOWEVER, that if such interest rate exceeds the amount                 allowed by applicable law, then the interest rate shall be                 adjusted to reflect the maximum amount allowed by such                 applicable law.

     6.2  ASSESSMENTS. Reseller shall pay when due, and indemnify and hold           TouchStar harmless from any and all taxes, value added taxes, general           service taxes, duties, assessments and other fees associated with the           providing by Reseller of the TouchStar Software and the Support           Services, and the installation of call center systems on behalf of           Reseller, to Customers in the Territory pursuant to this Agreement           (Assessments). If Reseller fails to pay any Assessments when due,           and TouchStar receives any Assessment from any Governmental Body, then           TouchStar shall give written notice of the Assessment to Reseller.           Failure by Reseller immediately to pay such Assessment may, in           TouchStar's sole discretion, result in the immediate termination of           this Agreement.

     6.3  OTHER TERMS AND CONDITIONS. The terms and conditions of this Agreement           and of the applicable TouchStar invoice or confirmation shall apply to           all TouchStar Software and Support Services, and the installation of           call center systems, provided by TouchStar under this Agreement. Terms           in Reseller's purchase orders and other printed forms shall not apply           to any order, notwithstanding TouchStar's acknowledgment or acceptance           of the order. In the event of any conflict between the terms of this           Agreement and any standard forms of either TouchStar or Reseller, the           terms of this Agreement shall govern. Reseller shall not, and is not           authorized to, make any warranties as to the TouchStar Software and           Support Services, or with regard to the installation of call center           systems by TouchStar, and any warranties exceeding the scope of           TouchStar warranties shall be null and void, subject only to contrary           legal requirements applicable to the Territory.

     6.4  LIMITED WARRANTY. TouchStar warrants that (a) with regard to the           TouchStar Software, (i) TouchStar will convey good title to the           TouchStar Software free and clear of any claims, liens, security           agreements or other encumbrances and (ii) for a period of ninety (90)           days after delivery, the TouchStar Software will perform in all

                                       13

          material respects with the specifications contained in TouchStar's           technical literature with regard to the TouchStar Software, (b) the           Support Services will be provided in a good and workmanlike manner           consistent with industry practices, and (c) with regard to call center           systems installed by TouchStar, (i) TouchStar will convey good title           to the call center system free and clear of any claims, liens,           security agreements or other encumbrances and (ii) the call center           system will be installed in a good and workmanlike manner           substantially in conformance with the Specifications. EXCEPT AS           PROVIDED IN THIS SECTION 6.4, TOUCHSTAR DOES NOT WARRANT THE TOUCHSTAR           SOFTWARE OR SUPPORT SERVICES, OR THE INSTALLATION OF ANY CALL CENTER           SYSTEM, TO RESELLER, ANY OTHER RESELLER OR ANY CUSTOMER. TOUCHSTAR           MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, RELATING THERETO.           TOUCHSTAR IS UNAWARE OF THE USE OF ANY CALL CENTER SYSTEM INSTALLED&bbsp;BY           TOUCHSTAR. TOUCHSTAR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND           WHATSOEVER WITH REGARD TO THE USE OF ANY CALL CENTER SYSTEM, INCLUIDNG           WHETHER THE USE OF THE CALL CENTER SYSTEM CONFORMS TO APPLICABLE           FEDERAL, STATE AND LOCAL LAWS. RESELLER BEARS SOLE RESPONSIBILITY TO           DETERMINE WHETHER THE USE OF A CALL CENTER SYSTEM BY A CUSTOMER           COMPLIES WITH APPLICABLE FEDERAL STATE AND LOCAL LAWS. SHOULD           APPLICABLE LAW NOT PERMIT THE FOREGOING EXCLUSION OF EXPRESS OR           IMPLIED WARRANTIES, THEN TOUCHSTAR HEREBY GRANTS THE MINIMUM EXPRESS           AND IMPLIED WARRANTIES REQUIRED BY SUCH APPLICABLE LAW.

     6.5  LIMITATION OF LIABILITY. IN NO EVENT SHALL TOUCHSTAR BE LIABLE TO           RESELLER, ANY OTHER RESELLER OR ANY CUSTOMER BY REASON OF ANY           REPRESENTATION OR IMPLIED WARRANTY, CONDITION, OTHER TERM, OR ANY DUTY           AT COMMON LAW, OR UNDER THE TERMS OF THIS AGREEMENT, FOR ANY DIRECT,           INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE (WHETHER           FOR LOSS OF PROFIT OR OTHERWISE) ARISING OUT OF OR IN CONNECTION WITH           ANY ACT OR OMISSION OF TOUCHSTAR RELATING TO THE DEVELOPMENT,           MANUFACTURE, OR SUPPLY OF THE TOUCHSTAR SOFTWARE, THE SERVICES, OR THE           INSTALLATION OF ANY CALL CENTER SYSTEM, THEIR RESALE BY RESELLER, OR           THEIR USE BY ANY CUSTOMER OR OTHER END USER. TOUCHSTAR SHALL NOT BE           LIABLE FOR THE PROVISION OF SERVICES BY RESELLER OR ANY OTHER           RESELLER, OR ANY ALTERATIONS OR MODIFICATIONS BY RESELLER TO THE           TOUCHSTAR SOFTWARE OR ANY CALL CENTER SYSTEM. THE SOLE OBLIGATION OF           TOUCHSTAR, AND THE SOLE REMEDY OF RESELLER OR ANY OTHER RESELLER,           UNDER THIS AGREEMENT SHALL BE (A) WITH REGARD TO THE TOUCHSTAR           SOFTWARE OR ANY CALL CENTER SYSTEM, THE REPLACEMENT OR REPAIR OF THE           TOUCHSTAR SOFTWARE OR THE CALL CENTER SYSTEM OR, AT THE OPTION OF           TOUCHSTAR, THE RETURN OF THE PURCHASE PRICE PAID BY RESELLER

                                       14

          FOR SUCH TOUCHSTAR SOFTWARE OR CALL CENTER SYSTEM AND (B) WITH REGARD





          TO SERVICES, THE REPERFORMANCE OF THE SERVICES.

7. INTELLECTUAL PROPERTY RIGHTS.

     7.1  OWNERSHIP OF INTELLECTUAL PROPERTY.

            (a) Reseller acknowledges that TouchStar owns or has rights to                 license the intellectual property and proprietary rights in, to,                 and relating to the TouchStar Software and Support Services,                 including, but not limited to, the Intellectual Property Rights.

            (b) To the extent that Reseller or any Other Reseller is deemed to                 be the owner of all or any portion of the TouchStar Software,                 any Intellectual Property Rights of TouchStar or any Ancillary                 Software, or any improvements or intellectual property rights                 related thereto pursuant to applicable law, Reseller (i) hereby                 assigns exclusively to TouchStar all rights of Reseller in and                 to such Software and any improvements and intellectual property                 rights related thereto royalty-free and exclusively and (ii)                 shall include in any Other Reseller Agreement provision by which                 any Other Reseller grants to TouchStar an exclusive, perpetual,                 irrevocable, royalty-free assignment of all deemed rights of                 such Other Reseller in and to such TouchStar Software, Ancillary                 Software and Intellectual Property Rights. Reseller shall                 execute, and shall cause any Other Reseller to execute, any such                 documents and instruments necessary to vest in TouchStar the                 deemed ownership rights of Reseller or Other Reseller in and to                 any TouchStar Software, Ancillary Software or Intellectual                 Property Rights, and any improvements or intellectual property                 rights related thereto.

     7.2  PRIVATE LABELING. At the request of Reseller, TouchStar shall use           reasonable commercial efforts to provide a private label version of           the TouchStar Software (the Private Label Software) using logos,           trademarks, trade names or service marks owned by Reseller or to which           Reseller has exclusive rights (the Reseller Marks). Reseller           represents and warrants that Reseller has valid legal ownership and           other exclusive rights to the Reseller Marks. Reseller grants to           TouchStar a right and license to use the Reseller Marks in the           preparation of the Private Label Software. Reseller shall have the           right to promote, market, distribute and resell the Private Label           Software pursuant to the terms and conditions of this Agreement.           Reseller shall reimburse TouchStar for all costs and expenses incurred           by TouchStar in making the Private Label Software available to           Reseller. Except for the Reseller Marks, TouchStar shall retain all           right, title and interest in and to the Private Label Software.           Reseller shall indemnify, defend and hold harmless TouchStar, its           Affiliates, and its and their respective directors, officers,           employees, agents and representatives from and against any and all           claims, suits, proceedings, costs and expenses arising out of or           relating to the use by TouchStar of the Reseller Marks. TouchStar may           include in the Private Label Software a legend to the effect that           TouchStar owns the Private Label Software.

                                       15

     7.3  USE OF TOUCHSTAR INTELLECTUAL PROPERTY RIGHTS. Reseller shall use the           Intellectual Property Rights only to refer to the TouchStar Software           in accordance with TouchStar's policies as announced from time to           time. In particular, and without limitation, Reseller shall not (a)           remove Trademarks from any Marketing Materials, (b) include any           Trademarks or other Intellectual Property Rights in any promotional           literature prepared by Reseller without the express written consent of           TouchStar; (c) dispute or deny the validity of any of the Intellectual           Property Rights (including any attempt to register or record the same           in any jurisdiction), (d) do any act or omit to do any act whereby           TouchStar's right, title, and interest in the Intellectual Property           Rights may become invalidated or otherwise adversely affected, (e)           alter, remove, destroy, conceal, or tamper with any Trademarks, (f)           use any Intellectual Property Rights in any way which might prejudice           their distinctiveness or validity or goodwill of TouchStar therein,           (g) use in relation to Support Services any patents, copyrights,           trademarks, or trade names other than the Intellectual Property Rights           without TouchStar's prior written consent, or (h) use in the Territory           any trademarks or trade names so resembling any Trademark of TouchStar           as to be likely to cause confusion or deception. Upon expiration or           termination of this Agreement, Reseller shall immediately cease all           use of the Intellectual Property Rights and shall not thereafter use           any of them or any intellectual property rights confusingly similar to           the Intellectual Property Rights.

     7.4  USE OF CONFIDENTIAL INFORMATION. Reseller acknowledges that it may           receive, during the term of this Agreement, certain Confidential           Information belonging to TouchStar. Reseller recognizes that such           Confidential Information is proprietary to TouchStar and very           valuable, having involved the expenditure of substantial amounts of           money and the use of skilled experts over a long period of time.           Reseller shall hold TouchStar's Confidential Information in strict           confidence and shall not use or disclose any Confidential Information,           or permit any person to examine or copy any Confidential Information,           regardless of the manner in which Reseller gained access to it, except           as necessary for the performance of Reseller's obligations under this           Agreement.





     7.5  PROTECTION OF CONFIDENTIAL INFORMATION. Reseller shall protect           TouchStar's Confidential Information with the utmost care and shall           cause its employees, agents, and independent contractors having access           to such Confidential Information to sign confidentiality agreements           requiring them to comply with all the terms of this Article 7.

     7.6  INFRINGEMENT CLAIMS. Reseller shall promptly notify TouchStar of any           known or suspected breach of the Intellectual Property Rights and           shall cooperate (without charge for personal time incurred) in           TouchStar's efforts to protect such TouchStar Intellectual Property           Rights. TouchStar shall defend any action brought against Reseller           based on an allegation that any TouchStar Software infringes a United           States or foreign Patent, Copyright, or Trademark, and TouchStar shall           pay all costs and damages made in settlement or awarded as a result of           any such action. If a final injunction shall be obtained in any such           action restraining use of the TouchStar Software by any Customer, or           if TouchStar believes that any TouchStar Software is

                                       16

          likely to become the subject of a claim of infringement, TouchStar           shall, at its option and at its expense, (a) procure for Reseller's           Customer the right to continue using the TouchStar Software, (b)           replace or modify the TouchStar Software so that it becomes           non-infringing, or (c) repurchase the TouchStar Software on a           depreciated (five-year straight line) basis. Notwithstanding the           foregoing, TouchStar shall have no obligation with respect to any           action brought against Reseller based on an allegation of Patent,           Copyright, or Trademark infringement unless TouchStar is promptly           notified by Reseller in writing of such action and is allowed complete           control of the defense of such action and all negotiations for its           settlement or compromise. This Section 7.6 states TouchStar's entire           liability with respect to infringement of Patents, Copyrights, or           Trademarks.

     7.7  EQUITABLE REMEDIES. Reseller acknowledges that TouchStar will be           irreparably harmed by any breach of the provisions of this Section 7.           Therefore, in addition to any other remedies that TouchStar may have,           TouchStar shall be entitled to an injunction, issued by any court of           competent jurisdiction, wherever located, restraining any violation of           this Section 7 or specified performance if applicable. Reseller hereby           waives, with respect to any future dispute related to this Section 7,           any defense based on the argument that TouchStar will not be           irreparably harmed by a breach or that TouchStar has available to it           an adequate remedy for damages.

     7.8  RESELLER'S OBLIGATIONS AS TO CONFIDENTIAL INFORMATION AFTER           TERMINATION. All obligations of Reseller relating to TouchStar           Confidential Information shall survive the expiration or termination           of this Agreement. Promptly upon expiration or termination of this           Agreement, Reseller shall not have a right of retention with respect           to, and shall return to TouchStar, all materials in Reseller's           possession or control that represent or contain Confidential           Information, including all memoranda, computer programs, documents,           notes, and every other medium. Reseller shall not retain for its own           use or the use of any third party any such materials or any copies           thereof.

8. TERM AND TERMINATION.

     8.1  TERM OF AGREEMENT. This Agreement shall continue in force for a term           of twelve (12) months from the Effective Date, unless terminated           earlier under the provisions of this Article 8 (the Term); PROVIDED           that TouchStar shall have the right to terminate this Agreement at any           time after the Effective Date upon not less than fifteen (15) days'           prior written notice to Reseller. Prior to the end of the Term, each           of TouchStar and Reseller may notify the other if it desires to           negotiate a further agreement by written request received at least           ninety (90) days in advance of the termination of this Agreement. If           both parties desire to negotiate a further agreement, they may           consider the terms of this Agreement in coming to an understanding.           Nothing in this Agreement shall be construed to obligate either party           to renew or extend the term of this Agreement. Renewals for additional           terms, if any, shall not cause this Agreement to be construed as an           agreement of indefinite duration.

     8.2  TERMINATION AT TOUCHSTAR OPTION. TouchStar may terminate this           Agreement upon the occurrence and continuation of any of the following           events, with the understanding

                                       17

          that, if no cure period specifically is stated with regard to an           event, then no cure period for such event applies:

            (a) Reseller fails to make any payment of Fees due to TouchStar                 under this Agreement and such failure remains unremedied for a                 period of ten (10) days;

            (b) Reseller breaches any of its other obligations under this                 Agreement and such breach remains unremedied for a period of





                thirty (30) days;

            (c) Reseller or any Other Reseller takes any action to Reverse                 Engineer the TouchStar Software;

            (d) Reseller fails to comply with applicable Legal Requirements,                 including Government Controls;

            (e) Reseller fails to reach the Quotas established by the parties;

            (f) Reseller repeatedly breaches any of its obligations under this                 Agreement, even though Reseller remedies each such breach within                 the applicable time period specified above;

            (g) Reseller fails to execute an Other Reseller Agreement with any                 Other Reseller;

            (h) Reseller or any Other Reseller fails to deliver a License                 Agreement to a Customer;

            (i) Reseller fails to indemnify TouchStar, its Affiliates and its                 and their respective directors, officers, employees, agents and                 representatives for any claims related to or arising under any                 Other Reseller Agreement or the use by TouchStar of the Reseller                 Marks;

            (j) Reseller is negligent in the fulfillment of its obligations to                 market and resell the TouchStar Software;

            (k) Reseller breaches any of its obligations relating to the                 Intellectual Property Rights or Confidential Information;

            (l) Reseller, any of Reseller's officers, directors, or                 shareholders, or any entity controlling, controlled by or under                 common control with Reseller promotes, sells, or offers for sale                 any product or other item that is, in TouchStar's reasonable                 opinion, competitive with or capable of being substituted for                 any of the TouchStar Software; or Reseller engages in overt or                 subvert forms of boycott of the TouchStar Software, including                 the offer for sale of any product or other item that is, in                 TouchStar's reasonable opinion, competitive with or capable of                 being substituted for any of the TouchStar Software;

            (m) In the event of a sale, conveyance, transfer or other                 disposition, in any transaction or series of transactions that                 results, directly or indirectly, in a

                                       18

                change of fifty percent (50%) or more of the aggregate voting                 power in Reseller as such existed on and as of the Effective                 Date;

            (n) Reseller is merged or consolidated with any other entity or                 there is a substantial change in the management or control of                 Reseller; or

            (o) Reseller ceases to function as a going concern or ceases to                 conduct its operations in the normal course of business or any                 of its directors, shareholders, or officers is convicted of a                 criminal offense or engages in any other act that in TouchStar's                 opinion could have an adverse effect upon TouchStar's reputation                 and goodwill.

     8.3  SUSPENSION OF TOUCHSTAR OBLIGATIONS. Immediately upon the occurrence           of any breach by Reseller of any of its obligations under this           Agreement or upon the occurrence of any event or circumstance           identified in Section 7.3 of this Agreement, all of TouchStar's           obligations to provide Support Services shall be suspended and such           obligations shall remain suspended until the event or circumstance           giving rise to the suspension has been corrected to TouchStar's           satisfaction.

     8.4  SURVIVAL OF RESELLER OBLIGATIONS. The termination of this Agreement           shall not terminate or affect the continuing binding obligations           imposed by Sections 4.4, 4.7, 4.10, 4.12, and 5, 6, 7, 8, 9 and 10           this Agreement. It is understood and agreed that the obligations of           Reseller set forth in such provisions may be specifically enforced by           TouchStar in any court of competent jurisdiction, wherever located,           notwithstanding the provisions of Section 10.12(b) hereof, since no           other adequate remedy may exist in the event of a breach or threatened           breach by Reseller of any such provisions.

9. DUTIES UPON TERMINATION.

         In addition to any other provision of this Agreement which is designated in Section 8.6 as a provision surviving termination, the following shall apply:

     9.1  CUSTOMER AGREEMENTS.

            (a) In the event that (i) TouchStar terminates this Agreement in                 accordance with any one or more of the provisions of Section 8.2                 or (ii) Reseller elects not to enter into a new agreement with





                TouchStar pursuant to Section 8.1, all Customer Agreements with                 Customers shall be transferred by Reseller to TouchStar.

            (b) In the event that (i) TouchStar elects not to enter into a new                 agreement with Reseller pursuant to Section 8.2 or (ii) Reseller                 terminates this Agreement in accordance with the provisions of                 Section 8.3, Reseller shall retain all Customer Agreements with                 Customers and TouchStar shall continue to provide Support                 Services under such Customer Agreements for the remaining term                 of such Customer Agreements.

&bbsp;                                      19

     9.2  REFERRALS BY RESELLER. In the event that (a) TouchStar terminates this           Agreement in accordance with any one or more of the provisions of           Section 8.2 or (b) Reseller elects not to enter into a new agreement           with TouchStar pursuant to Section 8.1, Reseller shall refer to           TouchStar or TouchStar's designee all inquiries and orders received by           Reseller pertaining to the purchase of Support Services.

     9.3  PAYMENT OF FEES.

            (a) In the event that this Agreement terminates or expires pursuant                 to Section 8.1(a), Reseller immediately shall pay to TouchStar                 all Fees outstanding on and as of the date of termination or                 expiration of this Agreement.

            (b) In the event that this Agreement terminates or expires pursuant                 to Section 8.1(b), Reseller shall continue to pay all Fees in                 accordance with the provisions of Section 6.2.

     9.4  INTELLECTUAL PROPERTY RIGHTS. Reseller immediately shall stop the use           of Marketing Materials and Intellectual Property Rights, and shall           return any unused Marketing Materials and all physical media upon           which Intellectual Property Rights are contained by TouchStar.

     9.5  SHIPMENTS FOLLOWING NOTICE OF TERMINATION. The expiration or           termination of this Agreement shall not relieve TouchStar of its           continuing obligation to ship TouchStar Software pursuant to any           purchase orders accepted by TouchStar prior to the notice of           termination, nor shall it relieve Reseller of its continuing           obligation to accept and pay for such TouchStar Software; PROVIDED,           HOWEVER, that with respect to all TouchStar Software shipped after any           notice of termination, Reseller shall make payment prior to shipment           on terms and conditions and by means satisfactory to TouchStar,           notwithstanding any credit terms that may have been available to           Reseller prior to such notice of termination.

     9.6  LIABILITY UPON TERMINATION. TouchStar shall have no liability to           Reseller or any Other Reseller by reason of the termination or           expiration of this Agreement for compensation, reimbursement, or           damages of any kind, including any loss of prospective profits on           anticipated sales, loss of goodwill, or investments made in reliance           on this Agreement. Reseller acknowledges that it has received no           assurances from TouchStar that its business relationship with           TouchStar will continue beyond the term established in this Agreement,           or that it will obtain any anticipated amounts of profits in           connection with this Agreement, or that it will recoup its investment           in the promotion of the TouchStar Software. Reseller also acknowledges           that Reseller's failure to reach the Quotas will have a significant           adverse impact on TouchStar's goodwill in the Territory, and that if           Reseller is terminated because of failure to meet the Quotas, then           Reseller will not be entitled to compensation of any kind (beyond the           notice period set forth in this Agreement), since the damage to      &sbsp;    TouchStar's goodwill is likely to be at least as great as any losses           Reseller might incur as a result of the termination. However, these           provisions apply only to damages that are attributable to the           expiration or termination of this Agreement and shall not affect any           amount due

                                       20

          under this Agreement or the right of either party to seek damages           directly attributable to any breach.

10. GENERAL PROVISIONS.

     10.1 RELATIONSHIP BETWEEN THE PARTIES. Neither party to this Agreement and           none of their respective agents, employees, representatives or           independent contractors shall (a) be considered an agent, employee, or           representative of the other party for any purpose whatsoever, (b) have           any authority to make any agreement or commitment for the other party           or to incur liability or obligation in the other party's name or on           its behalf, or (c) represent to third parties that any of them has any           right so to bind the other party hereto, it being intended that each           party shall remain an independent contractor responsible only for its           own actions. Nothing contained in this Agreement shall be construed or           interpreted as creating an agency, partnership, or joint venture           relationship between the parties.





     10.2 RESELLER REPRESENTATION, WARRANTY AND UNDERTAKING. Reseller (a)           represents and warrants that (i) it is a corporation duly organized           and existing under the laws of the jurisdiction of its incorporation           with all necessary corporate power and authority to execute, deliver,           and perform its obligations under this Agreement, and that the           execution, delivery, and performance of its obligations under this           Agreement have been duly authorized by all requisite corporate action           of Reseller and all Legal Requirements of Governmental Bodies, (ii) it           has the requisite skill and knowledge necessary to perform its           obligations under this Agreement, (iii) that it currently is not in           violation of any Legal Requirements, and (iv) no current employee or           shareholder of TouchStar has an ownership interest in Reseller or any           affiliate or related entity of Reseller; and (b) covenants that,           during the Term, it (i) shall use its best endeavors to maintain its           corporate identity and remain in existence under the organizing laws           of its jurisdiction and (ii) promptly notify TouchStar in the event           that any employee or shareholder of TouchStar obtains an ownership           interest in Reseller or any affiliate or related entity of Reseller.

     10.3 NOTICES. Without precluding any other sufficient form of notice, all           notices, demands, or other communications under this Agreement shall           be deemed given if sent by registered airmail, facsimile, hand           delivery, or express courier to the address of the party as set out in           this Agreement or to another address specified by the party. All           notices, demands, and other communications in connection with this           Agreement shall be written in the English language.

     10.4 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement           between the parties pertaining to its subject matter, and it           supersedes any and all written or oral agreements previously existing           between the parties with respect to such subject matter. No           supplement, modification, or amendment of this Agreement shall be           binding unless executed in writing by both parties.

     10.5 WAIVER. Either party's failure to insist on strict performance of any           provision of this Agreement shall not be deemed a waiver of any of its           rights or remedies, nor shall it relieve the other party from           performing any subsequent obligation strictly in

                                       21

          accordance with the terms of this Agreement. No waiver shall be           effective unless it is in writing and signed by the party against whom           enforcement is sought. Such waiver shall be limited to provisions of           this Agreement specifically referred to therein and shall not be           deemed a waiver of any other provision. No waiver shall constitute a           continuing waiver unless the writing states otherwise.

     10.6 SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of,           and shall be binding upon, the respective heirs, legal           representatives, successors, and assigns of each of the parties.

     10.7 ASSIGNMENT.

            (a) TouchStar may assign this Agreement and the rights and                 responsibilities under this Agreement to an Affiliate upon                 written notice to Reseller.

            (b) Except for the rights of TouchStar under Section 10.7(a), this                 Agreement may not be assigned by either party without the prior                 written consent of the other. Any attempted assignment in                 violation of this provision shall be void and shall be deemed a                 breach of this Agreement.

     10.8 INDEMNIFICATION. Reseller shall be solely responsible for, and shall           indemnify TouchStar, its officers, directors, employees, and agents           against, and hold each of them harmless from, any and all claims           (including without limitation, all damages (whether direct, indirect,           incidental, criminal, special, or punitive), losses, liabilities,           expenses, costs, and attorneys' fees related to such claims) resulting           from (a) the negligent or willful failure of Reseller to comply with           its obligations hereunder, (b) the acts or omissions of Reseller, its           officers, directors, employees, or agents during the term of this           Agreement or thereafter, (c) any express or implied representation or           warranty made by Reseller or any of its officers, directors, employees           or agents with regard to the TouchStar Software or the Support           Services not contained in written literature of TouchStar or           specifically authorized by TouchStar in writing, and (c) the           installation of a call center system by TouchStar on behalf of           Reseller or any Other Reseller and the use of the TouchStar Software           in the operation of a call center system, unless caused by the gross           negligence or willful misconduct of TouchStar.

     10.9 SECTION HEADINGS; CONSTRUCTION. The section headings in this Agreement           are included for convenience only and shall not be deemed to limit or           otherwise affect the construction of any of its provisions. The word           including shall be ascribed a non-exclusive meaning unless followed           by the word only.

    10.10 SEVERABILITY. In the event that any of the provisions of this           Agreement shall be held by a court, arbitral panel, or tribunal of           competent jurisdiction to be unenforceable, such provision will be           enforced to the maximum extent permissible and the remaining portions





          of this Agreement shall remain in full force and effect.

    10.11 PARTIES IN INTEREST. Nothing in this Agreement is intended to confer           any rights or remedies on any persons other than the parties to it.           This Agreement shall not be construed to relieve or discharge any           obligations or liabilities of third persons, nor

                                       22

          shall it be construed to give third persons any right of subrogation           or action over against any party to this Agreement.

    10.12 GOVERNING LAW AND ARBITRATION.

            (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND                 CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF COLORADO,                 UNITED STATES, WITHOUT REGARD TO ITS PRINCIPLES REGARDING                 CONFLICT OF LAWS.

            (b) ARBITRATION. Any dispute arising out of or relating to this                 Agreement, including, without limitation, the interpretation of                 any provision of this Agreement or the breach, termination or                 invalidity of this Agreement that cannot reasonably be resolved                 by the Parties shall be settled exclusively and finally by                 binding arbitration under the International Arbitration Rules of                 the American Arbitration Association in effect on and as of the                 date of this Agreement (the AAA Rules), except as such AAA                 Rules are modified pursuant to this Section 10.12(b).

                  (i)   The arbitration shall be conducted before a panel of                         three (3) arbitrators, each of whom shall be fluent in                         English and shall have knowledge in the call center                         industry. TouchStar shall appoint one (1) arbitrator,                         Customer shall appoint one (1) arbitrator, and the third                         arbitrator shall be selected by the two (2) arbitrators                         so appointed; PROVIDED, HOWEVER, that if the two (2)                         arbitrators appointed by the parties fail to select the                         third arbitrator within thirty (30) days after the date                         on which the last of such two (2) arbitrators are                         appointed, then the third arbitrator shall be appointed                         by the administrator in accordance with the AAA Rules.                         The third arbitrator, regardless of how selected, shall                         chair the arbitration panel.

                  (ii)  Once the arbitrators are impaneled, if (A) an arbitrator                         withdraws after a challenge, (B) the administrator                         sustains a challenge and removes an arbitrator, (C) an                         arbitrator dies, or (D) an arbitrator otherwise resigns                         or is removed, then the party which appointed such                         arbitrator shall appoint a replacement arbitrator within                         thirty (30) days in accordance with the procedures set                         forth in Section 10.12(b)(i).

                  (iii) The arbitration shall be conducted in Denver, Colorado,                         United States. The arbitration shall be conducted in                         English; PROVIDED, that either party, at its cost, may                         provide for the simultaneous translation of the                         arbitration into a language other than English.

                  (iv)  No less than thirty (30) days prior to the date on which                         the arbitration proceeding is to begin, each party shall                         submit to the other party the documents, in English, and                         list of witnesses it

                                       23

                        intends to use in the arbitration. At any oral hearing                         of evidence in connection with the arbitration, each                         party or its legal counsel shall have the right to                         examine witnesses and to cross-examine the witnesses of                         the opposing party.

                  (v)   The arbitrators shall apply the substantive law of the                         State of Colorado to any decision issued by the                         arbitration panel, and the arbitrators shall be so                         instructed. The arbitrators shall issue a written                         opinion stating the findings of fact and the conclusions                         of law upon which the decision is based. The decision of                         the arbitrators shall be final and binding. Judgment on                         such award may be entered in any court of appropriate                         jurisdiction, or application may be made to that court                         for a judicial acceptance of the award and an order of                         enforcement, as the party seeking to enforce that award                         may elect. Any arbitration award for money damages shall                         be in Dollars. Other than pursuant to this Section                         10.12(b)(v), the arbitration award shall not include any                         indirect, incidental, special, consequential, or                         punitive damages and the arbitrators shall be so                         instructed.

                  (vi)  Any arbitration award pursuant to this Section 10.12(b)                         shall be subject to the United Nations Convention on the





                        Recognition and Enforcement of Foreign Arbitral Awards                         of 1958.

            (c) JURISDICTION AND VENUE FOR INTERIM RELIEF. Notwithstanding the                 provisions of Section 10.12(b), each party shall have the right                 to bring an action in a court of competent jurisdiction of any                 equitable or other relief as may be necessary to protect the                 rights of such party under this Agreement.

            (d) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY                 IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,                 SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING OUT OF OR                 RELATING TO THIS AGREEMENT OR ITS INTERPRETATIONS.

    10.13 GOVERNING LANGUAGE. The governing language of this Agreement shall be           English. If this Agreement is translated into a language other than           English, then the English version shall prevail.

    10.14 EXCLUSION OF UNITED NATIONS CONVENTION. The United Nations Convention           on Contracts for the International Sale of Goods is hereby excluded           from application to this Agreement.

    10.15 FORCE MAJEURE. Neither party shall be responsible for any failure to           perform due to unforeseen circumstances or to causes beyond that           party's control, including but not limited to acts of God, war, riot,           acts of terrorism, embargoes, acts of civil or military authorities,           compliance with governmental laws, rules or regulations, failure of           telecommunications connectivity beyond the reasonable control of the           parties,

                                       24

          accidents, strikes, labor disputes, or shortages. Failure to perform           shall be excused during the continuance of such circumstances, but           this Agreement shall otherwise remain in effect.

    10.16 PUBLICITY; DISCLOSURES. Except as expressly provided herein and except           to the extent required by applicable law, no news releases or other           public disclosures relating to this Agreement, its existence or its           subject matter, including without limitation, photographs, public           announcements or confirmation of the same, shall be made by either           party without the prior written approval of the other party.

                            [SIGNATURE PAGE FOLLOWS]

                                       25

         IN WITNESS OF THE FOREGOING, the parties have caused this Agreement to be signed by their respective duly authorized representatives all as of the Effective Date.

WORLDWIDE STRATEGIES INC.                 TOUCHSTAR SOFTWARE CORPORATION

By: /s/ JAMES P.R. SAMUELS                By: /s/ SHAWN SUHRSTEDT    ----------------------------               ----------------------------- Title:  PRESIDENT                         Title:    CFO       -------------------------                 --------------------------- Date:  SEPT 14-2005                       Date:   9/15/5      --------------------------                ----------------------------





                                       26 
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?
Example Output:
51073