In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.

[EX Q]: PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION

CONFIDENTIAL

Page 1 of 6

CONTENT LICENSE AGREEMENT

This Content License Agreement is between THE HENRY FILM AND ENTERTAINMENT CORPORATION, located at 2809 Unicornio, Carlsbad, CA, 92009 and PACIFICAP ENTERTAINMENT' located at 12868 Via Latina, Del Mar, CA 92014

Licensor: PACIFICAP ENTERTAINMENT Licensee THE HENRY FILM AND ENTERTAINMENT CORPORATION

THIS CONTENT LICENSE AGREEMENT (the Agreement.) is made as of this 3rd day of November, 2005 In consideration of the mutual, promises contained herein, the parties agree as follows:

GRANT OF LICENSE

Subject to the terms and conditions of this Agreement, PACIFICAP ENTERTAINMENT hereby grants to THE HENRY FILM AND ENTERTAINMENT CORPORATION, under PACIFICAP ENTERTAINMENT'S full ownership and or fully authorized licensing Rights of Content

(a) A 10 year exclusive, worldwide license to use, modify, reproduce, distribute, display and transmit any and all PACIFICAP ENTERTAINMENT nostalgic television show library Content. The Pacificap Entertainment Content shall be used to create a number of television shows, DVD Magazines, Internet Streaming Video Television Shows, Television Shorts, Radio Shows, Radio Shorts, Cell Phone Video Clips. Caller ID Video Clips, Promotional Commercials, Websites, Streaming Video Commercials, Streaming Video Highlight Shows, 24 Hour Nostalgia Sports Network, DVD Program Package, Television Show Series, stock footage library, and print promotional posters

PACIFICAP ENTERTAINMENT AGREES that all television shows, DVD Magazines, Internet Streaming Video Television Shows, Television Shorts, Radio Shows, Radio Shorts, Cell Phone Video Clips, Caller ID Video Clips, Promotional Commercials, Websites, Streaming Video Commercials, Streaming Video Highlight Shows, 24 Hour Nostalgia Sports Network, DVD Program Package, Television Show Series, stock footage library, and print promotional posters, created and or produced with any content provided by PACIFICAP ENTERTAINMENT are wholly owned by THE HENRY FILM AND ENTERTAINMENT CORPORATION.

PACIFICAP ENTERTAINMENT agrees to also allow THE HENRY FILM AND ENTERTAINMENT CORPORATION the right to redistribute, reproduce, retransmit, disseminate, sell, publish, broadcast or circulate the information contained in such PACIFICAP ENTERTAINMENT Content. THE HENRY FILM AND ENTERTAINMENT CORPORATION agrees to use its best efforts to restrict the uses of PACIFICAP ENTERTAINMENT Content by visitors to its Web Pages to personal use of such Content and not for further commercial redistribution.

NOTICES: PACIFICAP ENTERTAINMENT will not alter or impair any acknowledgment of copyright or other Intellectual Property Rights of THE HENRY FILM AND ENTERTAINMENT CORPORATION, that may appear in the PACIFICAP ENTERTAINMENT website and the PACIFICAP ENTERTAINMENT Brand Features, including all copyright, trademark and similar notices that THE HENRY FILM AND ENTERTAINMENT CORPORATION may reasonably request.

Initialed THE HENRY FILM AND ENTERTAINMENT CORPORATION:_______

Initialed PACIFICAP ENTERTAINMENT:______ Page 1 of 6

Source: PACIFICAP ENTERTAINMENT HOLDINGS INC, 8-K/A, 11/15/2005

PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION...

CONFIDENTIAL

Page 2of 6

All notices, requests, demands, reports or other communications under this Agreement shall be in writing and may be sent by mail, facsimile, or authorized electronic address to the offices specified below. Notices hereunder shall be directed to: For PACIFICAP ENTERTAINMENT: Attention Ed Litwak, Pacificap, Entertainment Inc., 12868 Via Latina, Del Mar, CA 92014 Email Address COSM@sbcglobal.net. For THE HENRY FILM AND ENTERTAINMENT CORPORATION, notices shall be sent to the attention of Michael Henry, Executive Producer, 2809 Unicornio, Carlsbad, CA 92009 Email Address 3impact@adelphia.net.

DELIVERY OF PACIFICAP ENTERTAINMENT CONTENT AND SHARED REVENUE

PACIFICAP ENTERTAINMENT'S RESPONSIBILITIES. PACIFICAP ENTERTAINMENT will be responsible for the delivery of all requested content less shipping and handling. Content will be delivered in the digital media form of DVCAM or other requested digital format. PACIFICAP ENTERTAINMENT will provide on-going assistance to THE HENRY FILM AND ENTERTAINMENT CORPORATION, with regard to technical, administrative and service-oriented issues relating to the utilization, transmission and maintenance of the PACIFICAP ENTERTAINMENT Content, as THE HENRY FILM AND ENTERTAINMENT CORPORATION may reasonably request. PACIFICAP ENTERTAINMENT will use its reasonable best efforts to ensure that the PACIFICAP ENTERTAINMENT Content is available at the request of THE HENRY FILM AND ENTERTAINMENT CORPORATION.

SHARED REVENUE: In lieu of PACIFICAP ENTERTAINMENT granting a 10 year Exclusive Content License to THE HENRY FILM AND ENTERTAINMENT CORPORATION, THE HENRY FILM ANDENTERTAINMENT CORPORATION agrees to share 10% of the net revenue from any and all advertising sales, Syndication Fees and Licensing fees generated from all television shows, DVD Magazines, Internet Streaming Video Television Shows, Television Shorts, Radio Shows, Radio Shorts, Cell Phone Video Clips, Caller ID Video Clips, Promotional Commercials, Websites, Streaming Video Commercials, Streaming Video Highlight Shows, 24 Hour Nostalgia Sports Network, DVD Program Package, Television Show Series, stock footage library, and print promotional posters, created and or produced with any content provided by PACIFICAP ENTERTAINMENT.

Revenue is described as all revenue generated from all content including broadcast and disk media, print and online properties. Net Revenue is the portion of revenue left after all costs associated with production, advertising, promotion and commissions which constitute the costs of sale.

Within 30 days of the end of each quarter during the term of this agreement, PACIFICAP ENTERTAINMENT shall receive from THE HENRY FILM AND ENTERTAINMENT CORPORATION, a detailed accounting statement showing Net Due and Paid Shared Revenues for that quarter and shall remit to PACIFICAP ENTERTAINMENT its share of such revenues.

PERFORMANCE: In lieu of PACIFICAP ENTERTAINMENT granting a 10 year Exclusive Content License to THE HENRY FILM AND ENTERTAINMENT CORPORATION, THE HENRY FILM AND ENTERTAINMENT CORPORATION agrees to share a minimum of $50,000.00 annually for each year of this Agreement. In the event of THE HENRY FILM AND ENTERTAINMENT CORPORATION, not fulfilling this minimum PERFORMANCE, PACIFICAP ENTERTAINMENT may cancel this Agreement

Initialed THE HENRY FILM AND ENTERTAINMENT CORPORATION:______

Initialed PACIFICAP ENTERTAINMENT:______

Page 2 of 6

Source: PACIFICAP ENTERTAINMENT HOLDINGS INC, 8-K/A, 11/15/2005

PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION

CONFIDENTIAL

Page 3 of 6

INDEMNIFICATION

PACIFICAP ENTERTAINMENT, at its own expense, will indemnify, defend and hold harmless Michael Henry, THE HENRY FILM AND ENTERTAINMENT CORPORATION, its Affiliates and their employees, representatives, agents and agent affiliates, against any claim, suit, action, or other proceeding brought against THE HENRY FILM AND ENTERTAINMENT CORPORATION, or an Affiliate based on or arising from any claim that PACIFICAP ENTERTAINMENT Content as delivered to THE HENRY FILM AND ENTERTAINMENT CORPORATION or any PACIFICAP ENTERTAINMENT Brand Feature infringes in any manner any third party Ownership Rights or Ownership Issues, Intellectual Property Right of any third party or contains any material or information that is defamatory, libelous, slanderous, that violates any person's right of publicity, privacy or personality, or has otherwise resulted in any injury, damage or harm to any person; provided, however, that in any such case: (x) THE HENRY FILM AND ENTERTAINMENT CORPORATION provides PACIFICAP ENTERTAINMENT with prompt notice of any such claim; (y) PACIFICAP ENTERTAINMENT permits THE HENRY FILM AND ENTERTAINMENT CORPORATION. . to assume and control the defense of such action, with counsel chosen by PACIFICAP ENTERTAINMENT (who shall be reasonably acceptable to THE HENRY FILM AND ENTERTAINMENT CORPORATION. .); and (z) THE HENRY FILM AND ENTERTAINMENT CORPORATION does not enter into any settlement or compromise of any such claim without PACIFICAP ENTERTAINMENT'S prior written consent. PACIFICAP ENTERTAINMENT will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by Michael Henry, Melba Henry, THE HENRY FILM AND ENTERTAINMENT CORPORATION or any employees, representatives, agents and agent affiliates in connection with or arising from any such claim, suit, action or proceeding.

TERM AND TERMINATION

INITIAL TERM AND RENEWALS: This Agreement will become effective as of the last date of signature (Effective Date) and shall, unless sooner terminated as provided below or as otherwise agreed, remain effective for an initial term of 10 Years following the first date of public availability of the PACIFICAP ENTERTAINMENT Content within a THE HENRY FILM AND ENTERTAINMENT CORPORATION Property (the Initial Term). After the Initial Term, this Agreement will be automatically renewed for successive additional 3~year periods (Extension Terms), unless otherwise terminated by either party by giving notice to the other party not less than sixty (60) days prior to the end of a Term. As used herein, the Term means the Initial Term and any Extension Term(s).

TERMINATION FOR CAUSE: Notwithstanding the foregoing, this Agreement may be terminated by either party immediately upon notice if the other party: (w) becomes insolvent; (x) files a petition in bankruptcy; (y) makes an assignment for the benefit of its creditors; or (z) breach any of its obligations under this Agreement in any material respect, which breach is not remedied within thirty (30) days following written notice to such party.

EFFECT OF TERMINATION: Any termination shall be without any liability or obligation of the terminating party, other than with respect to any breach of this Agreement prior to termination. The provisions relating to property rights and confidentiality shall survive any termination or expiration of this Agreement. All revenue sharing ceases with the termination of this Agreement.

Initialed THE HENRY FILM AND ENTERTAINMENT CORPORATION:______

Initialed PACIFICAP ENTERTAINMENT:______

Page 3 of 6

Source: PACIFICAP ENTERTAINMENT HOLDINGS INC, 8-K/A, 11/15/2005

PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION..

CONFIDENTIAL Page 4 of 6

PACIFICAP ENTERTAINMENT and THE HENRY FILM AND ENTERTAINMENT CORPORATION hereby acknowledge that each of them may have access to confidential and proprietary information, which relates to the other party's business (the Confidential Information). Such information shall be identified as confidential at the time of disclosure. Each party agrees to preserve and protect the confidentiality of the Confidential Information and not to disclose or use any applicable Confidential Information without the prior written consent of the other party; provided, however, that any party hereto may disclose to any other party or use any information which is: (i) already publicly known; (ii) discovered or created independently of any involvement with such party; (iii) otherwise learned through legitimate means other than from such party; or (iv) independently created by the receiving party without reference to the other party's confidential information. Moreover, any party hereto may disclose any Confidential Information hereunder to such party's agents, attorneys and other representatives or any court or competent jurisdiction or any other party empowered hereunder as reasonably required to resolve any dispute between the parties hereto. Both parties agree all aspects of this contract are confidential and shall not be disclosed to any third party.

BOTH THE HENRY FILM AND ENTERTAINMENT CORPORATION and PACIFICAP ENTERTAINMENT acknowledges and agrees that: (i) as between PACIFICAP ENTERTAINMENT on the one hand, and THE HENRY FILM AND ENTERTAINMENT CORPORATION and its Affiliates on the other, THE HENRY FILM AND ENTERTAINMENT CORPORATION owns all right, title and interest in any THE HENRY FILM AND ENTERTAINMENT CORPORATION Property and THE HENRY FILM AND ENTERTAINMENT CORPORATION Brand Features; (ii) nothing in this Agreement shall confer in PACIFICAP ENTERTAINMENT any license or right of ownership in THE HENRY FILM AND ENTERTAINMENT CORPORATION Brand Features; and (iii) PACIFICAP ENTERTAINMENT shall not now or in the future contest the validity of THE HENRY FILM AND ENTERTAINMENT CORPORATION. Brand Features.

PUBLIC ANNOUNCEMENTS The parties will cooperate to create any and all appropriate public announcements relating to the relationship set forth in this Agreement. Neither party shall make any public announcement regarding the existence or Content of this Agreement without the other party's prior written approval and consent.

THE HENRY FILM AND ENTERTAINMENT CORPORATION will, when appropriate, mention PACIFICAP ENTERTAINMENT as Content Provided By in relevant credits and advertising including but not limited to print, television, radio and online; promotion and public relations. THE HENRY FILM AND ENTERTAINMENT CORPORATION will mention PACIFICAP ENTERTAINMENT Content when other third party providers of data to THE HENRY FILM AND ENTERTAINMENT CORPORATION are mentioned in relevant advertising, promotion and public relations.

FUTURE COOPERATION: THE HENRY FILM AND ENTERTAINMENT CORPORATION and PACIFICAP ENTERTAINMENT will keep each other apprised of productions and other developments that may enhance the relationship between THE HENRY FILM AND ENTERTAINMENT CORPORATION and PACIFICAP ENTERTAINMENT; including but not limited to new productions development by THE HENRY FILM AND ENTERTAINMENT CORPORATION that may be valuable to PACIFICAP ENTERTAINMENT. PACIFICAP ENTERTAINMENT and THE HENRY FILM AND ENTERTAINMENT CORPORATION agree that future cooperation may be valuable to both parties, and that the parties will discuss s h future cooperation each quarter or as warranted.

Initialed THE HENRY FILM AND ENTERTAINMENT CORPORATION:___

Initialed PACIFICAP ENTERTAINMENT:_____ Page 4of 6

Source: PACIFICAP ENTERTAINMENT HOLDINGS INC, 8-K/A, 11/15/2005

PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION

CONFIDENTIAL Page 5 of 6

ALL DISPUTES ARISING OUT OF THIS AGREEMENT SHALL BE SETTLED VIA BINDING ARBITRATION ACCORDING TO THE RULES AND REGULATIONS SET FORTH BY THE AMERICAN ARBITRATION ASSOCIATION IN SAN DIEGO COUNTY , THE STATE OF CALIFORNIA.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date first written above.

PACIFICAP ENTERTAINMENT INC. (Licensor)

Signed________________________________________________________________ Name: Ed Litwak Title: Chairman

Date:_______________________

And

THE HENRY FILM AND ENTERTAINMENT CORPORATION (Licensee)

Signed______________________________________ Name: Michae1 Henry Title: Chairman

Date:____________________________

Initialed THE HENRY FILM AND ENTERTAINMENT CORPORATION:____

Initialed PACIFICAP ENTERTAINMENT:______

PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION CONFIDENTIAL Page 5 of 6

Witnessed By

Signed ._______________________________________________________ William R. Sickert 7052 Partridge Place Carlsbad, CA 92009

PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION

CONFIDENTIAL Page 6 of 6

EXHIBIT A

TO: PACIFICAP ENTERTAINMENT INC. CONTENT LICENSE AGREEMENT

PACIFICAP ENTERTAINMENT INC. MARK USAGE GUIDELINES

Source: PACIFICAP ENTERTAINMENT HOLDINGS INC, 8-K/A, 11/15/2005

DEFINITIONS

Advertising Rights shall mean the advertising and promotional rights sold or licensed with respect to Content included properties.

Affiliates shall mean any company or any other entity worldwide, including, without limitation, corporations, partnerships, joint ventures, and Limited Liability Companies, in which THE HENRY FILM AND ENTERTAINMENT CORPORATION owns at least a five percent ownership, equity, or financial interest.

THE HENRY FILM AND ENTERTAINMENT CORPORATION Brand Features shall mean all trademarks, service marks, logos and other distinctive brand features of THE HENRY FILM AND ENTERTAINMENT CORPORATION that are used in or relate to a THE HENRY FILM AND ENTERTAINMENT CORPORATION Property or Content, including, without limitation, the trademarks, service marks and logos described.

PACIFICAP ENTERTAINMENT Content shall mean, collectively, all materials, data, and similar information collected and owned by PACIFICAP ENTERTAINMENT, which is a collection of television shows, clips, movies, recordings and photos.

THE HENRY FILM AND ENTERTAINMENT CORPORATION Properties shall mean any of THE HENRY FILM AND ENTERTAINMENT CORPORATION produced, created, branded or co branded media properties.

Content Shows/Programming shall mean those productions in any THE HENRY FILM AND ENTERTAINMENT CORPORATION Property that contain PACIFICAP ENTERTAINMENT Content.

Intellectual Property Rights shall mean all rights in and to trade secrets, patents, copyrights, trademarks, know- how, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign.

Internet shall mean the collection of computer networks commonly known as the Internet, and shall include, without limitation, the World Wide Web.

PACIFICAP ENTERTAINMENT Agreement with THE HENRY FILM AND ENTERTAINMENT CORPORATION CONFIDENTIAL Page 6 of 6

Initialed THE HENRY FILM AND ENTERTAINMENT CORPORATION:____

Initialed PACIFICAP ENTERTAINMENT:____

Source: PACIFICAP ENTERTAINMENT HOLDINGS INC, 8-K/A, 11/15/2005
[EX A]: 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?

[EX Q]: JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.

Date: April 7, 2020 BANK OF AMERICA CORPORATION

By: Ally Pecarro Name: Ally Pecarro Title: Attorney-in-fact

BANC OF AMERICA PREFERRED FUNDING CORPORATION

By: Michael Jentis Name: Michael Jentis Title: Authorized Signatory
[EX A]: Highlight the parts (if any) of this contract related to Effective Date that should be reviewed by a lawyer. Details: The date when the contract is effective

[EX Q]: Exhibit 4(b)(ii).3

[LOGO] sicap

Maintenance and support contract for SICAP(R) modules PPB, VCA and OTA

dated 10 October 2000

This contract replaces in full the Annex 7 Maintenance and Support for SICAP(R) modules PPB, VCA and OTA and Sun Hardware which was an integral part of the original Swisscom PURCHASE & LICENSE CONTRACT, made effective on 06 April 1998.

concluded between: EuroTel

Bratislava a.s., Stefanikova 17, PO Box 54, 838 01 Bratislava 38, Slovakia and Sicap Ltd, Bernstrasse 34, 3072 Ostermundigen, Switzerland.

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M&S contract --------------------------------------------------------------------------------

Table of contents

1 INTRODUCTION 4

1.1 Standard service 4

1.2 Over all responsibilities 4

1.3 Additional service on request (as per clause 5) 5

2 PROCEDURES FOR SUPPORT 5

2.1 Hotline ISC SICAP(R)(Case of incidents) 5

2.2 Procedures for incidents 5

2.3 Main flowchart 6

3 RESPONSE TIME 8

3.1 Response time for hotline 8 3.1.1 Working hours at Sicap Ltd 8

3.2 Emergency priority 8

4 CHANGE MANAGEMENT 9

4.1 Responsibilities 9

4.2 Procedures 9

5 ADDITIONAL SUPPORT 9

5.1 Remote support outside working hours 10

5.2 On-site support 10

6 PRICING 10

6.1 Pricing for standard service 10

6.2 Pricing for additional support 11

7 GENERAL TERMS AND CONDITIONS FOR MAINTENANCE AND SUPPORT 12

7.1 Introduction 12

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M&S contract --------------------------------------------------------------------------------

7.2 Definitions 12

7.3 Remuneration 13 7.3.1 Prices 13 7.3.2 Price adjustments 13 7.3.3 Costs and expenses 13

7.4 Co-operation by EuroTel 14

7.5 Term and termination 14

7.6 Liability 15

7.7 Assignment 15

7.8 Changes to the contract 15

7.9 Counterparts 16

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M&S contract --------------------------------------------------------------------------------

1 Introduction

Sicap Ltd provides to EuroTel a standard service for the SICAP(R) PPB, VCA and OTA modules.

EuroTel can also request additional support which is not part of the offered standard support and is subject to a separate quotation and ordering procedure as described in Article 5.

1.1 Standard service

The following services are included for the SICAP(R) PPB, VCA and OTA modules

o HotLine support (resolving of incidents)

o 20 hours telephone support (during office hours) per month. This support includes every necessary support for the SICAP(R) PPB, VCA and OTA (no accumulation of unused hours)

o Remote support via ISDN line (establishment and communication costs to be paid by customer). Security can be guaranteed under the following conditions: Firewall, only outgoing connections allowed

o Change Management

The following service is charged:

o Installation costs if on-site support is required

This Maintenance and Support contract does not include the following cases:

Bugs or problems in third party software or middleware, like for example Veritas Cluster, Oracle, not-correct DB-management, faults of EuroTel's system management, hidden modification and/or foreign developments/adaptations of the SICAP application and/or the entire prepaid system. Misuse will be charged at cost.

1.2 Over all responsibilities

EuroTel is responsible for the initial fault tracing within the entire prepaid system including first level maintenance, Sicap Ltd for second level maintenance, as described under clause 1.1.

First level of maintenance means all day by day activities in order to have the entire prepaid system running under normal condition including application administration, dB administration and system administration (hardware & operating system).

For second level of maintenance are intended all the activities needed to have the SICAP(R) application running under unexpected conditions like bugs, unexpected performance limitations, etc. (HW configuration and any changes to be confirmed by Sicap Ltd)

The clause 2.2 defines the procedure, which will allow EuroTel to qualify problems within its own support organisation in order to achieve problem resolution with Sicap Ltd support.

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M&S contract --------------------------------------------------------------------------------

EuroTel will ensure that its personal is adequate trained to support the entire SICAP(R) prepaid application.

1.3 Additional service on request (as per clause 5)

o On-site support o Remote support (not covered by Hotline) o Training after acceptance

2 Procedures for support

2.1 Hotline ISC SICAP(R) (Case of incidents)

The HotLine can be reached as follows:

Phone:

+41 878 807 387 (24 hours, 7 days a week)

Fax:

+41 41 360 10 29

Trouble Ticket:

http:www.swissgsm.ch/gnats/SKEUROTEL

(WEB based GNATS problem report system, used by ISC, Lucerne)

EuroTel defines up to 5 system administrators from their own staff. They must be trained for the following modules:

o SICAP(R)VCA o SICAP(R)PPB o SICAP(R)OTA

Only these system administrators have the permission to use the HotLine and the GNATS tool.

2.2 Procedures for incidents

According to the priority request of EuroTel, ISC SICAP(R) (Installation and Service Center) will contact the responsible engineer from Sicap Ltd with its Subcontractor(s) immediately.

The following procedures are applicable:

1. After the discovery of an incident, ISC SICAP(R) has to be notified without delay by the Web based GNATS trouble ticket tool and by phone (called HotLine).

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M&S contract --------------------------------------------------------------------------------

2. EuroTel shall use the HotLine number to report every incident. Together with notification of the HotLine the following information has to be provided:

o Date and time of incident occurrence o User domain, site domain, application domain o Configuration item detail and a full and accurate description of the incident o Priority of Incident

3. On request from Sicap Ltd, EuroTel has to provide the following supplementary information:

o SICAP(R) modules VCA- or PPB- or OTA-logfile o System logfiles o all necessary information from the crashed system in electronic way (if possible ) like memory dumps.

4. On request from Sicap Ltd, EuroTel has to open the ISDN remote access to the system to ISC SICAP(R)

2.3 Main flowchart

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M&S contract --------------------------------------------------------------------------------

-------------------- --------- --------- System Administrator \ \ /Project manager ---- Incident ----- Priority -------------------- / --------- /--------- | | | ----------------|---------------- &sbsp; | | | | --------- ------- -------------- ----------- GNATS Incidents [GRAPHIC] HotLine trouble ticket Information --------- ------- -------------- ----------- | | | | -------------- | RFC / | (request for ------- | change) \ | ------------ ---------- -------------- ---------------\ ISC SICAP(R) [GRAPHIC] | | |------- ------------ ---------- -------------- | | / | GNATS ---------------- | -------------- | -------- | | Response | | -------- -------------- / | | Quotation -------| | (schedule & \ | delivery plan) | -------------- |

| -------- | Problem | detected | -------- | | | ----------|----------- | | | | | Problem ------- ------- ----------- | fixing On-site Remote Explanation | & action action with Call, | Installation E-Mail, Fax | ------- ------- ----------- | | | | | | --|-------|------------- | | | | --------- -------- -------------- Quotation \ Change \ Problem solved accepted --------------- accepted ---- --------- / -------- / --------------

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M&S contract --------------------------------------------------------------------------------

3 Response time

3.1 Response time for hotline

The Response Time during the HotLine availability hours shall be the following:

-------------------------------------------------------------------------- Priority of reques Availability Response Time -------------------------------------------------------------------------- emergency 24 hours, 7 days a week 4 hours -------------------------------------------------------------------------- high during working hours 4 hours -------------------------------------------------------------------------- medium during working hours next working day -------------------------------------------------------------------------- low during working hours day after next working day --------------------------------------------------------------------------

It is up to EuroTel to decide which priority occurs. In case of an obvious misuse, Sicap Ltd has the right to charge the costs.

Sicap Ltd will perform every possibility to make the system running as soon as possible. Staff of EuroTel must be on-site on request of Sicap Ltd.

3.1.1 Working hours at Sicap Ltd

The working hours for Sicap Ltd, ISC are:

08.00h - 18.00h except Saturday, Sunday and public holidays in Switzerland.

Public holidays in Switzerland are:

New Year January 1st Berchtoldsday January 2nd St. Joseph's day (date is not fixed) Good Friday Friday before Eastern Easter Monday Monday after Eastern Ascension day Thursday, 10 days before Whitsuntide White Monday Monday after Whitsuntide Corpus Christi (date is not fixed) National Holiday August 1st Assumption August 15th St. Leodegar October 2nd All Saints November 1st Immaculate Conceptions December 8th Before Christmas day December 24th after 12:00 am Christmas day December 25th Boxing day December 26th Sylvester December 31st after 12:00 am

3.2 Emergency priority

In an emergency case Sicap Ltd shall do every effort to make the SICAP(R) application running within 24 hours after response. This also includes to find temporary solution (work around) until the definitive acceptable solution is implemented.

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The following standard procedure shall apply in such a case:

emergency case happens:

+ 4 hours: Response from ISC + 10 hours: SICAP(R) application SW problem detected + 10 hours: SICAP(R) application SW problem solved.

If Sicap Ltd is not successful within this time, Sicap Ltd's responsible shall come on-site with the next available flight or train and manages the recovery process on-site.

During the whole process the system responsible of EuroTel must be on-site and work according to the instructions of Sicap Ltd.

4 Change management

All changes in the functionality of the SICAP(R) application of EuroTel must be proceeded by a Request for Change (RFC).

A RFC can be originated by Sicap Ltd or EuroTel and can relate to any component in the SICAP(R) application.

Changes can consist of:

o Patches o Releases (also named upgrades)

4.1 Responsibilities

Under Change Management, Sicap Ltd has the responsibility to:

o collect and assess RFC's, resulting in a quotation and a schedule to EuroTel o co-ordinate and communicate about progress on a weekly basis.

EuroTel has the responsibility to:

o accept or decline the quotation and the delivery plan o accept the implemented change

4.2 Procedures

o All communication concerning changes shall be in writing or entered in the ISC trouble ticketing system (GNATS) o All RFC's shall be addressed to Sicap Ltd o After placing an order based on Sicap Ltd's quotation, Sicap Ltd implements the change according to the agreed schedule.

5 Additional support

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Sicap Ltd can, on a case by case basis, provide support which is tailor made to EuroTel's requirements. This support is not part of the standard service and subject to availability and a separate quotation.

5.1 Remote support outside working hours

EuroTel can request Remote Support outside working hours, e.g. for installations, new releases, reconfiguration, migration activities. The written request must be received by Sicap Ltd at least 10 working days prior to its intended implementation. After confirmation, Sicap Ltd can provide a detailed planning after consultation with EuroTel, including a description of the service to be performed.

5.2 On-site support

In case Remote support is not feasible or in case of explicit request from EuroTel in certain cases Sicap Ltd can provide EuroTel with on-site support. Such support is subject to a separate quotation by Sicap Ltd and mutual agreement between both parties.

6 Pricing

6.1 Pricing for standard service

-------------------------------------------------------------------------- Description for annual fee after the annual fee for 0-50'000 subscriber initial period the first year (during warranty period), beginning with launch of service --------------------------------------------------------------------------

SICAP(R) modules VCA, 151'440.-- CHF not applicable PPB & OTA

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

-------------------------------------------------------------------------- Additional price annual fee after the annual fee for the for each further lot of 50 000 initial period first year (during &sbsp; warranty period), beginning with

launch of service --------------------------------------------------------------------------

SICAP(R) modules VCA, PPB & OTA 49'500.-- CHF not applicable

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

o Additional lots of licenses shall just be charged from the beginning of each six month period.

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6.2 Pricing for additional support

-------------------------------------------------------------------------- Support service Price -------------------------------------------------------------------------- within Sicap Ltd working hours CHF 235.-- / hour -------------------------------------------------------------------------- outside Sicap Ltd working hours CHF 352.50 / hour -------------------------------------------------------------------------- Travel and accommodation expenses at cost --------------------------------------------------------------------------

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7 General terms and conditions for maintenance and support

7.1 Introduction

These General Terms and Conditions are applicable for the maintenance and support services based on Service Levels Description which Sicap Ltd provides for its SICAP(R) System. No deviations from these General Terms and Conditions shall be valid unless expressly agreed in writing.

7.2 Definitions

SICAP(R) software:

Specific software which has been supplied by Sicap Ltd

SICAP(R) module:

Specific software component which is a part of the complete SICAP(R) Software, but could be integrated separately or not

System:

Combination of third party hardware/software and SICAP(R) Software by Sicap Ltd

Change management:

Management of change requests

Configuration item:

Component characteristic definition, as part of the system, which has been defined for the customer specification

Incident:

A deviation from the normal behaviour of the System:

o Emergency Priority Incident Critical, complete HA-System failure or a major impact on prepaid functionality. Priority Incident Incident causing a major impact on the SICAP(R) System's functionality. Conditions that prevent EuroTel normal business operations from being carried out in timely manner. o Medium Priority Incident Incident causing a partial or minor impact on the System's functionality o Low Priority Incident Incident having a low impact on the System's functionality such as screen or report layout changes.

Patch:

A minor correction or adaptation to the SICAP(R) application software.

Problem:

A condition of the system, identified through incident(s) which indicates an error for which the cause is yet unknown.

Release / upgrade:

A consistent set of software which provides major improvement and/or extensions to the previous software on the System.

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Response time:

The time between the receipt of the notification by Sicap Ltd of an incident or problem and the initiation by the HotLine of a solution for the incident or problem.

Subcontractor:

A subcontractor of Sicap Ltd, supplying and supporting hardware and/or software for the SICAP application.

Third party:

A party not being Sicap Ltd, supplying hardware and/or software for the system.

Working days/hours:

Mondays to Fridays during Sicap Ltd's regular office hours (8.00h - 18.00h), except public holidays in Switzerland, as specified under clause 3.1.1.

7.3 Remuneration

The General Terms and Conditions of the original Swisscom Purchase and License Contract shall also be valid for Maintenance and Support.

7.3.1 Prices

The total price for the selected service under the Maintenance and Support contract is listed in chapter 6. Maintenance and Support fees are payable semi-annually in advance. All prices are in CHF and exclusive of value added tax that has to be paid in the Slovak Republic.

7.3.2 Price adjustments

Prices are subject to yearly adjustments. Sicap Ltd may send a new offer. The offer shall be sent two month prior to the beginning of the dedicated next year.

7.3.3 Costs and expenses

Prices quoted are exclusive of travel, accommodation expenses made by Sicap Ltd personnel under this Maintenance and Support contract. Such costs and expenses will be charged according to the effective costs.

In the event Sicap Ltd personnel is required to travel to EuroTel's premises under this maintenance and support contract, but is not able to perform the required services due to reasons beyond the control of Sicap Ltd, which means no physical access to the system or force major as well as for support cases not included under standard service, as per clause 1.1, then EuroTel shall pay all costs and expenses (e.g. hours, travel and accommodation expenses).

All payments due under this Maintenance and Support contract shall be due and payable 30 days after the invoice date, with the first invoice to be issued on the date this Maintenance and Support contract comes into full force and effect.

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If any payment is not received by Sicap Ltd on the date or dates, as laid down in this clause, or as may be further agreed upon by the parties, then Sicap Ltd has the right to suspend the services to EuroTel until payment has been received. Before suspending the services to EuroTel, a notification from Sicap Ltd will be given.

In the event of a suspension of services by Sicap Ltd, as a result of a delay or lack of payment by EuroTel, Sicap Ltd will not be responsible for any damages resulting from this suspension.

7.4 Co-operation by EuroTel

EuroTel shall always give Sicap Ltd full co-operation and provide Sicap Ltd in good time with required data or information useful and necessary to the proper execution of the Maintenance and Support contract.

EuroTel shall be responsible to maintain adequate climatic conditions in the spaces where the SICAP(R) systems is placed, such in accordance with the site specifications as mentioned in the Purchase and License Contract for the system.

EuroTel shall prevent:

o Installation deficiencies (unstable electricity supply network or others) that result from the non-observance of the installation standards of the Sicap Ltd equipment o The use of degraded or inappropriate consumable and accessories, contrary to the manufacturer's specifications o Negligence, carelessness or improper use on the part of EuroTel, specifically, the dropping of the equipment or the existence of foreign objects inside the equipment; o Incompatibilities resulting from modifications, repairs or maintenance carried out by personnel not belonging to Sicap Ltd and/or third party, or the connection of equipment not supplied or approved by Sicap Ltd.

EuroTel shall grant access to Sicap Ltd or third party personnel to EuroTel's site in question, provided that this personnel abides by the security rules of EuroTel. Sicap Ltd or third party personnel will always be accompanied by a representative of EuroTel, if so required by EuroTel.

EuroTel shall provide Sicap Ltd with an actual list stating the system administrators and how they can be reached.

7.5 Term and termination

This contract replaces in full the Annex 7 Maintenance and Support for SICAP(R) modules PPB, VCA and OTA and Sun Hardware which is an integral part of the original Swisscom PURCHASE & LICENSE CONTRACT, made effective on 06 April 1998.

It shall be effective on 06 October 2000 and shall have a duration of two years.

The prices remain valid for the first 12 months.

After this period, Sicap Ltd reserves the right to adjust the prices annually. The offer must be submitted three (3) months in advance and EuroTel may decide within one (1) month to prolong or terminate this maintenance and support contract. If EuroTel doesn't react in writing, the new offer shall be considered as accepted.

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After the initial period of two years, the maintenance and support contract shall be automatically renewed for a period of one year on each renewal date, unless one of the parties terminates the maintenance and support contract through written notification to the other party in the form of a registered letter with proof of receipt, at least six (6) weeks prior to the renewal date. There shall be no reimbursement of any paid fee.

In case of a substantial breach of this maintenance and support contract by either party, which is not remedied within thirty days from the other party's notice thereof, the other party shall have the right to terminate this maintenance and support contract with immediate effect without juridical procedures.

The termination or expiration of the maintenance and support contract for any reason whatever shall be without prejudice to any other right or obligation of any party hereto in respect of this maintenance and support contract which have arisen prior to such termination.

7.6 Liability

Sicap Ltd's liability for indirect loss, including consequential loss, loss of profit, lost savings and loss caused by interruption of operations is excluded.

No right to damages shall ever arise unless EuroTel reports the loss to Sicap Ltd in writing as soon as possible after it has arisen.

7.7 Assignment

This maintenance and support contract is for the benefit of and binding upon each of the parties hereto and their respective successors and assigns.

The rights and obligations under this maintenance and support contract may not be assigned in whole or in part by either party without the prior written consent by the other party.

The parties may assign the rights and obligations under this maintenance and support Contract by written notice to a subsidiary. A subsidiary of a party is considered a company of which the party is holding a majority of the equities.

7.8 Changes to the contract

Except as otherwise specifically indicated herein, this maintenance and support contract will not be amended except by written agreement signed on behalf of the parties by their duly authorised representatives.

At the end of each agreementual period, or at such time as mutually agreed

by both parties, EuroTel has the option to select a different services, such with consequential price adjustments.

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7.9 Counterparts

IN WITNESS WHEREOF, the parties hereto have executed this contract in two (2) originals by their fully authorised representatives on the day and at the place written here below, each party receiving one (1) original hereof. For and on behalf of:

-------------------------------- ----------------------------------- Thomas R. Berner Thomas Cancro Key Account Manager CFO / Procurator

-------------------------------- ----------------------------------- Andreas Martschitsch Jozef Barta CEO (acting) CEO / Procurator

Place: Place:

Date: Date:
[EX A]:
Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party's obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.