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.

[Q]: Exhibit 6.7 EXCLUSIVE DISTRIBUTOR AGREEMENT This Distributor Agreement (Agreement) is made and entered into this 17t h day of May, 2017 by and between SMART RX SYSTEMS, INC., a Florida corporation, with its principal place of business at Red Bug Lake Road, Suite 256, Winter Springs, Florida 32708, U.S.A. (Company) and A3 DEVELOPMENT GROUP, LLC, a Texas limited liability company, with its principal place of business at 17521 Highway 69 South, Suite 120, Tyler, Texas 75703 (Distributor). 1. DEFINITIONS: Background IP or Background Technology means existing Intellectual Property not generated in the course of the Company's Business and owned by Smart RX Systems, Inc. Business means the Business to be conducted by the parties as described in Section 2 of this Agreement. Code means the Internal Revenue Code of 1986, as amended. All references herein to sections of the Code shall include any corresponding provision or provisions of succeeding law. Company Marks shall mean those trademarks, service marks, logos and trade names specified in Exhibit A used by Company in its commercial activities related to the Products. Confidential Information means all proprietary information of Company or a third party disclosed on or after the date hereof by Company to Distributor in any form (written, oral, photographic, electronic, magnetic, or otherwise) which is designated as confidential or proprietary, including, without limitation: technical data; methods; computer programs and related materials; product specifications; documentation; processes; inventions; products under development; sales; marketing; business and financial information; pro formas and projections; customer lists; internal memoranda; and correspondence. Customers shall have the meaning as set forth in Section 2.5. Intellectual Property means any Invention, Patent, trade secret, technical know-how, trademark, or work for which copyright protection is available under Title 17 of the United States Code. Invention means an invention patentable under Title 35 of the United States Code, or any patent on such an invention. Kiosk Location means each Pharmacy where the Pharmacy Kiosk is installed and operational. Medications means the inventory contained within each Kiosk Location.

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

Operations Expense means all operating costs incurred in the operations of the Pharmacy (Wages, Taxes, and benefits of Pharmacist and or Pharmacy Tech, Liability Insurance of $100/month, miscellaneous expenses not exceeding $250/month, Fax, Phone, Internet, cost of supplies (Paper, cartridges, vials, vial caps, envelopes, prescription labels). The supplies costs are a flat fee of $0.75 per prescription filled). Operating costs exclude the cost of space and utilities. Patents mean all patents and applications relating to the Kiosk or resulting from any Inventions relating to the Smart Pharm Assist Kiosk™️. Person means a natural person, corporation, limited liability company (LLC), Series LLC, partnership, succession, trust, estate, association or other form of legal entity. Physician(s) means any physician, physician group practice, or other health care provider identified by Distributor in writing to the Company as a potential user of the Smart Pharm Assist Kiosk™️ in the Territory. Products shall mean the Company's Smart Pharm Assist Kiosk™️ and associated documentation, inventions, software, application and processes. Regulations means any regulations adopted under the Code. Territory shall mean Exclusivity for the state of Texas, USA, and Exclusive Distribution opportunities in all other states (with either the Company or Distributor), except the state of Florida. 2. APPOINTMENT AND ACCEPTANCE: 2.1 Exclusive Appointment. Company hereby appoints Distributor as Company's exclusive Distributor for the State of Texas, and Distributor accepts the appointment and agrees to represent the Products within the Territory. Company agrees that no other Distributor will be appointed in any other state as a Distributor unless it is either the Company or Distributor, save and except for the state of Florida. 2.2 Marketing. Distributor agrees to use commercially reasonable efforts to market Company's Products in the Territory. Distributor agrees to include Company's trademarks, and the phrase Authorized Company Distributor, on all literature, marketing collateral, stationery and business correspondence in which the Products or related services are mentioned. 2.3 Direct Marketing. Company reserves the right to directly market and license Company products to customers within the state of Florida. 2.4 Promotion. Each party to this contract shall act in good faith towards the other in order to promote the business and meet the milestone targets and other goals of the Business Plan.

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

2.5 Distributor Responsibilities. The primary responsibilities of the Distributor shall be as follows: (i) Marketing the Smart Pharm Assist Kiosk™️ to Physicians, Physician group practices, Urgent Care Center, Freestanding Emergency Rooms, other retail convenience stores, other medical facilities, retailers (such as grocery stores (Brookshires), variety stores, (i.e., Family Dollar), medical office building owners, and other similar business in the Territory (collectively, Customers); and Smart Rx Reserves the right to market directly to Retailers nationally. (ii) Entering into pharmacy management services agreements (PMAs) with Customers in the Territory (similar in form as set forth on Exhibit B); (iii) Arranging to have Smart Pharm Assist Kiosk™️ supplied to Customers in the Territory under various contractual arrangements with Customers, including lease agreements, joint ventures, license agreements, jointly owned entities or other such ventures, between Customers in the Territory (and may also include contractual relationships with the manufacturer of Smart Pharm Assist Kiosk™️ and the Distributor); (iv) Except as otherwise provided by the applicable law, the debts, obligations and liabilities of both the Distributor and the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the party incurring such and neither Distributor, nor Company shall be obligated for any such debt, obligation or liability of the other party; (v) devotion of such time, energy, and skill on a regular and consistent basis as is necessary to distribute, promote the sale of, and sell the Products through all channels of distribution in the Territory in conformity with the Company's established marketing policies and programs; (vi) accurate representation and statement of Company policies to all potential and present customers; (vii) disclosure of any problems concerning Customers to the Company; (viii) Distributor has the sole right to bring in additional dealers under this Agreement. All new dealers will be compensated by A3 Development Group, LLC. 3. SERVICES PROVIDED BY COMPANY: 3.1 Purchasing of medications, vials, labels and other items for Customers in the Territory needed to supply prescription and over the counter (OTC) medications to be dispensed via the Smart Pharm Assist Kiosk™️. 3.2 Management and training services to be rendered to all employees of the Pharmacy.

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

3.3 Coordinate installation, training, support, and maintenance of the Smart Pharm Assist Kiosk™️. 3.4 Locating and hiring services of one or more pharmacists to support medication dispensing via the Smart Pharm Assist Kiosk™️ at locations of the Customers in the Territory who contract with Smart RX Systems, Inc. 3.5 All related operating support. 3.6 All inventory and purchasing management, and all accounting and financial activities including the preparation of Profit & Loss Statements for each Kiosk Location on a monthly basis. 3.7 Profits from the operation of the Business shall be calculated according to the methodology set forth in Section 4.1 or as otherwise mutually agreed upon in writing by the parties. 3.8 INTENTIONALLY LEFT BLANK. 3.9 Sales and Marketing Plans. From time-to-time, but in no event less frequently than annually, Company and Distributor will negotiate in good faith mutually acceptable sales and marketing plans (Plans) for Distributor for each twelve-month period corresponding to the Distributor's fiscal quarter, which Plans may include revenue targets and other specific performance obligations of Distributor. The initial Plan will be established by the parties written ninety (90) days following the effective date of this Agreement and incorporated by reference into this Agreement as a new Exhibit C to this Agreement. This Plan shall be reviewed by the parties each year. 3.10 The Company agrees that it shall: (i) comply with the laws and regulations that govern its business; (ii) carry reasonable amounts of insurance, whether through self-insurance or otherwise, to cover its responsibilities with respect to indemnification under Section 9 below. The Distributor shall have the right to examine the Company's insurance policies on request; (iii) provide reasonable assistance in answering any questions the Distributor may have about the Products; (iv) provide the Distributor with merchandising assistance from time to time in the form of advertising programs, promotions, manuals, product and sales training, and sales promotions;

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

(v) cooperate with the Distributor and its dealers in providing advertising and promotion of the Products through the Territory; 3.11 Product Recalls. If the Company (or any Pharmaceutical Manufacturer) recalls any Products dispensed by the Kiosk, Smart RX Systems, Inc. will immediately contact the Pharmacist at the location to remove the recalled products and contact the customers. 4. PAYMENT: 4.1 Payment. Payment to the Distributor for the sale of the Products to Customers shall be as follows: (i) Company will pay Distributor (or its Assignee) Ten Percent (10%) of the Master Distributor Override generated by each Customer Kiosk Location. (Master Distributor Override (MDO) shall mean Total Revenue per Customer Kiosk Location collected by SRXS from third party payors and patient cash payments). This 10% of the total revenue generated is payable only if the EBITDA is a positive EBITDA and exceeds the 10% of the revenue. In cases of a positive EBITDA but shortage of funds compared to the 10% of the revenue, Distributor will take less than 10%. If the EBITDA is negative, no payments will be made to Distributor. Additionally, it will be the sole responsibility of Distributor to make a full disclosure of the 10% MDO to all its clients. (ii) The MDO will be payable within ninety (90) days from the date of the transaction (First Month payable by the end of ninety (90) days from the end of the month). (iii) For each Customer Kiosk contracted and implemented by Distributor, Company shall also pay a management fee of 40% of Net Income (Net Income for this purpose is defined as EBITDA less percentage paid to the client. The balance is then split 40%/60% to A3 Development Group, LLC and Smart RX Systems, Inc. respectively). Net Income is defined as total Customer revenue collections less all incurred expenses, and is the distributable cash generated by each Customer location. These payments will also follow the payment policy outlined in 4.1 above. (iv) The Payment(s) to Distributor or its Assignee, as set forth herein, shall be further set forth in each Class A Series Agreement, along with the respective ownership interest for both the Company and the Distributor (or its Assignee) for each respective Kiosk Location which shall have its own separate Series, as defined by the Texas Business Organizations Code for Series Limited Liability Companies, and as set forth in the Company's Operating Agreement. (v) The Payments set forth in Section 4.1(i) and 4.1(iii) above will reflect the following:

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

The Parties further agree that to the extent a Pharmacy Kiosk is located in a medical facility that is subject to the Stark Law (or similar State Stark Law), that such medical facility may not be able to fulfill any Federal Healthcare Program (FHP) (Medicare, Medicaid, Tricare) prescription, but rather the Pharmacy Kiosk will bill such FHP prescriptions through a separate billing system. The Parties cannot share such FHP revenues with the Healthcare Facility Investors who are subject to the applicable Stark Laws, but Company and A3 Development Group, LLC shall share in the EBITDA on a 60/40 basis respectfully. 4.2 Method of Payment. Payments shall be made according to such methods as may be designated or agreed to by the Parties from time to time. 4.3 Expenses. Each party shall be responsible for their respective expenses incurred under this Agreement and shall be responsible for all taxes based on its own net income. 4.4 U.S. Currency. All payments under this Agreement shall be made in lawful United States currency. Due to the fact that no retail model has been developed to date, the retail agreement will be a separate agreement. 4.5 Auditable Records. Each Party shall keep true, accurate and consistent records containing regular entries relating to the disposition of the Products, distributed reproduced or maintained in inventory by each respective Party. These records shall be available for examination during normal business hours by accountants representing the other Party, who shall be entitled to perform an audit and to make copies and extracts, and receive any explanations that may reasonably be requested. Each Party is responsible for payment of the accountant's fee, except that the other Party shall be responsible for such fees in the event the examination disclose a discrepancy in a Party's favor of more than five percent (5%) of the payments due under this Agreement. 4.6 Quarterly Reports, Distributor agrees to provide Company, within thirty (30) days after the end of each calendar quarter, with a report depicting sales and sales leads, including volume projections. Distributor shall commence providing Company such reports within thirty (30) days following the end of the calendar quarter in which this Agreement is executed. 5. INTELLECTUAL PROPERTY RIGHTS: 5.1 License. For the term of this Agreement, Company grants Distributor a limited, revocable, non-transferable, non-exclusive license under Company's copyrights to use the Company Products at Distributor's facilities in the Territory solely for marketing and support purposes directly related to the performance of its duties under this Agreement. Except as may be reasonably necessary for marketing and technical support purposes, Distributor shall not duplicate or otherwise copy any Products without express written permission from Company. All Products shall be reshipped by Distributor exactly as delivered by Company, and may not be modified in any manner by Distributor.

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

5.2 Ownership of Technology. Except for the limited license granted in subsection 5.1 above, Distributor acknowledges and agrees that Company or its licensors own and will continue to own all right, title, and interest in and to the Products, including all copyright rights (including rights in audiovisual works), moral rights, patent rights (including patent applications and disclosures), rights of priority and trade secret rights recognized in any country or jurisdiction of the world, regardless of whether the Products are separate or combined with any other products, programs, or data. Company may, at its option, provide Distributor with copies of the Products for demonstration purposes, ill such cases, the demonstration products shall remain the property of Company and may not be duplicated, resold, lent, leased, given away or otherwise distributed. Distributor agrees to return aforesaid software at its expense upon written request from Company or at the termination of this agreement. 5.3 Notices. Distributor agrees not to alter, erase, deface or overprint any trademark, copyright and other notices of proprietary rights included by Company on or in Products. 5.4 Ownership of Marks. The Company Marks are the exclusive property of Company. Distributor has paid no consideration for the use of Company's trademarks, logos, copyrights, trade names or designations, and nothing contained in this Agreement shall give Distributor any interest in any of them. Distributor may use the Company Marks in marketing the Products but such use does not confer any right, title or interest in the Company Marks or in any of the Products. Distributor acknowledges that Company owns and retains all copyrights and other proprietary rights in all the Products, and agrees that it will not at any time during or after the term of this Agreement assert or claim any interest in or do anything that may adversely affect the validity or enforceability of any trademark, trade name, copyright or logo belonging to or licensed to Company (including without limitation any act, or assistance to any act, which may infringe or lead to the infringement of any copyright in the Products). Distributor agrees not to attach any additional trademarks, logos or trade designations to any Product. Distributor further agrees not to affix any Company trademark, logo, or trade name to any non-Company product. Distributor shall not register any Company Marks with any government authority or agency. All rights to use such Company Marks shall cease upon expiration or termination of this Agreement. 5.5 Infringement Enforcement. Distributor agrees to use its best efforts to cooperate in Company's efforts to protect its proprietary rights. Distributor agrees to immediately notify Company of any known or suspected breach of Company's proprietary rights that comes to Distributor's attention. 5.6 Ownership of Intellectual Property, Company shall retain ownership of its respective Background IP that each owned prior to this partnership and nay other IP developed during this marketing relationship. 6. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION: 6.1 Generally. It may be necessary during the performance of this Agreement for Company to disclose to Distributor Confidential Information. Distributor agrees to use the same degree of care to protect the confidentiality of the Confidential Information and to prevent its unauthorized use or dissemination as it uses to protect its own confidential information of a similar nature. Distributor agrees to use the Confidential Information only for purposes directly related to the performance of this Agreement. All Confidential Information remains the property of Company or the relevant third party, and no license or other rights to Confidential Information is granted or implied hereby. Company acknowledges Distributors value for identifying and contracting Customers and will not circumvent Distributor in any manner relative to its relationships with existing customers or leads.

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

6.2 Internal Procedures. Distributor shall secure and protect and shall make and keep only the minimum number of copies of any Confidential Information provided hereunder as may be required for technical or archival reasons, and will ensure that each copy is marked with a clearly legible confidentiality notice. Distributor shall restrict access to the Confidential Information to its bona-fide full-time employees, or consultants who have signed a non-disclosure agreement no less restrictive than terms of this Section, and who have a bona-fide need for such access. 6.3 No Derivative Developments. Distributor may not develop, market, license, sell or otherwise distribute any products derived in part or whole from the Confidential Information or Products or based on techniques revealed by Distributor's inspection of the Confidential Information or Products, except as expressly authorized by this Agreement. 6.4 Equitable Relief. Distributor consents to an injunction without bond or other equitable relief if sought by Company from a court of competent jurisdiction against the breach of the terms of this Section, in addition to any other legal or equitable remedies which may be available to Company. 6.5 Survival. Distributor's obligations under this Section shall survive any termination or expiration of this Agreement. 7. CONDUCT OF BUSINESS: 7.1 Reputational. Distributor will conduct all its business in its own name and in such manner as it may see fit. However, conduct which Company, in its discretion, deems detrimental to Company's image or reputation, shall be grounds for termination of this Agreement, upon reasonable notice and the failure to cure such behavior by Distributor. 7.2 Public Access. Distributor shall maintain publicly accessible facilities, including offices, a Website and toll-free telephone number within the Territory, and shall use its best efforts and devote such time as may be reasonably necessary to promote the sale of the Products within the Territory. 7.3 No Partnership or Agency. Nothing in this Agreement shall be construed to constitute the Distributor as the partner, employee or agent of Company, nor shall either party have any authority to bind the other in any respect, it being intended that each shall remain an independent contractor responsible only for its own actions. Distributor will pay all expenses of its office and activities and be responsible for the acts and expenses of its employees.

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

8. MARKETING MATERIALS: Company will provide Distributor with reasonable amounts of Company's standard marketing literature for Distributor's use in marketing the Products. Distributor may reproduce exact copies of such materials for such use. 9. REPRESENTATIONS AND WARRANTIES, LIMITATION OF LIABILITY, INDEMNIFICATIONS: 9.1 Distributor Representations. Distributor represents and warrants that it is a limited liability company organized and in good standing under the laws of the State of Texas. 9.2 Company Representations. Company represents and warrants that it is a corporation organized and in good standing under the laws of the State of Florida. 9.3 Disclaimer of Warranty. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO PERFORMANCE OF COMPANY PRODUCTS OR AS TO SERVICE TO DISTRIBUTOR OR TO ANY OTHER PERSON, EXCEPT AS SET FORTH IN ANY COMPANY OR END USER LICENSE AGREEMENT FOR SUCH COMPANY PRODUCTS. 9.4 No Implied Warranties. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED. 9.5 Indemnification by Company. Company represents that it has sufficient right, title and interest in the Products and business processes to make this Agreement. Company agrees to defend at its expense any claim, suit or action against Distributor or any Company Licensee based on a claim that Company does not have sufficient right, title, and interest in the Products as furnished by Company, or that the Products as furnished by Company infringe on any Berne Convention copyright, United States or European patent, license, trade secret or other proprietary rights, and to pay the amount of any settlement, award, or the costs and damages finally awarded after appeal, if any, in any such claim, suit or action, provided (i) that Company is notified promptly in writing of any notice of claim or of threatened or actual suit; (ii) at Company's request and expense Company is given assistance for the defense of same; and (iii) the alleged infringement is not based upon the use of the Products in a manner prohibited under this Agreement, in a manner for which the Products were not designed, or in a manner not in accordance with the Products' specifications. 9.6 INTENTIONALLY LEFT BLANK. 9.7 Representations and Warranties. Each party (a Representing Party represents and warrants to the other party that:

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

(i) It (1) has the power and authority and the legal right to enter into this Agreement and perform its obligations hereunder and (2) has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. (ii) This Agreement has been duly executed and delivered on its behalf and constitutes a legal, valid, and binding obligation of such Party and is enforceable against it in accordance with its terms subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity, whether enforceability is considered a proceeding at law or equity. (iii) It is not aware of any pending or threatened litigation (and has not received any communication) that alleges that its activities related to this Agreement have violated, or that by conducting the activities as contemplated herein it would violate, any person's intellectual property rights. (iv) All necessary consents, approvals, and authorizations of all regulatory and governmental authorities or other persons required to be obtained by it in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder have been obtained. (v) The execution and delivery of this Agreement and the performance of its obligations hereunder (1) do not conflict with or violate any requirement of applicable law or regulation or any provision of its articles of incorporation, bylaws, limited partnership agreement, or any similar instrument, as applicable, in any material way, and (2) do not conflict with, violate, or breach or constitute a default or require any consent under, any contractual obligation or court or administrative order by which it is bound. (vi) It is duly organized and in good standing under the laws of its respective state of organization, and has full power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as it is contemplated to be conducted by this Agreement. (vii) In the event of any dispute, any deadlock among both parties, or any claim, question, or disagreement arising from or relating to this Agreement or the interpretation, performance or breach thereof, the Parties shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to the parties. (viii) If any dispute, any deadlock among the Parties, or any claim, question, or disagreement arises out of or relates to this Agreement, or to the interpretation, performance, or breach thereof, and if the dispute or deadlock is not resolved through negotiation, all such disputes, deadlocks, claims, questions, or differences shall be finally resolved by arbitration in Orlando, Florida.

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

10. ARBITRATION: Any dispute arising over the terms and conditions of this Agreement or in any manner relating to this Agreement which the parties are unable to resolve informally between themselves or by mediation shall be submitted, upon the motion of either party, to arbitration under the appropriate rules of the American Arbitration Association (AAA). All such arbitration proceedings shall be administered by the AAA and held in Dallas, Texas. The parties agree that the decision of the arbitrator shall be final and binding as to each of them. The AAA administrative fee shall be advanced by the party initiating the proceeding, but shall be subject to final apportionment by the arbitrator. The arbitrator's fee shall be shared equally by the parties. The arbitrator's award may be enforced in any court having jurisdiction thereof. Prior to invoking arbitration, the parties will make a reasonable effort to settle any dispute in an informal and expeditious manner. The parties separately and specially agree that if either shall contend that this Agreement is invalid or that grounds exist for its rescission or cancellation, that any dispute concerning such contention shall be submitted to arbitration in the manner provided in this section. Each party shall bear such party's own attorneys' fees in any arbitration proceeding; however, if either party commences an action in court to compel arbitration, enforce an arbitration award, or otherwise seek by judicial means to secure compliance with the arbitration provisions of this Agreement, then the prevailing party shall be entitled to recover from the losing party the prevailing party's reasonable attorneys' fees and costs of suit incurred for such purpose. 11. TRAINING: Company will schedule and provide training classes regarding Company products for Company Pharmacists and Pharmacy Technicians. 12. TERM OF THE AGREEMENT: 12.1 Generally. This contract shall remain in effect initially for the five (5) year term (Initial Term) from the date signed and shall be automatically extended for one (1) year periods after the Initial Term (Renewal Term) unless (i) either party provides written notice of its intention not to renew the Agreement within 180 days prior to any Renewal Term; or (ii) this Agreement is otherwise terminated pursuant to the terms of this Section 12. 12.2 Termination for Cause. In addition to termination under Section 12.1, either party may terminate this Agreement by giving written notice to the other party: (i) if the other party fails to perform or comply with this Agreement or any provision thereof (subject to the cure period described below); or (ii) if the other party becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes the subject of a petition under any bankruptcy act. Termination by Company under this Section 12.2 shall be effective sixty (60) days following Company's giving of notice to Distributor if the occurrence giving rise to the right of termination has not been cured, or immediately in the event of a breach of Section 6 regarding Non-Disclosure of Confidential Information or Section 7.1 regarding conduct injurious to Company's reputation.

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

12.3 The rights and remedies of Company provided in this Section shall not be exclusive and are in addition to any other rights and remedies provided by law or this agreement. 13. OBLIGATIONS AFTER TERMINATION: In the event that this Agreement is terminated for any reason, both Parties acknowledge that there are certain obligations that they are required to fulfill, therefore the Parties agree that, upon termination of this Agreement: 13.1 Distributor Obligations. Distributor shall: (i) pay all valid outstanding and final invoices issued by Company within thirty (30) days after termination is effective; (ii) immediately cease all distribution, duplication, and representation of the Products and marketing literature; (iii) immediately cease all use of any Company trademarks, and not there after use any mark which is confusingly similar to any trademark associated with any Product; (iv) immediately cease all representation of an existing relationship with Company; and (v) within thirty (30) days deliver to Company copies of all customer records (electronic, paper or otherwise) related to the Products. 13.2 Company Obligations. (i) Immediately cease all representation of an existing relationship with Distributor; (ii) All medication inventory is owned by Smart RX Systems, Inc. only; and (iii) Distributor shall continue to receive Net Income per Customer location for so long as Customer continues to utilize the Products. 13.3 No Use of Products. From and after termination Distributor shall not use internally or employ any of the Products or related materials as a part, portion, or basis of any product which Distributor shall use, sell, sublicense, assign, lease, loan, license or transfer to any third party. 13.4 Survival. The terms of Sections 5, 6, and 13-23 shall survive any termination or expiration of this Agreement. 14. NOTICES AND REQUESTS: Notices required under this Agreement shall be deemed given (i) when delivered in writing personally, (ii) when sent by confirmed telex or facsimile, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a commercial overnight carrier, with written verification of receipt. All communications will be sent to the addresses set forth below (or such other address as either party may subsequently designate):

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

Company: Smart RX Systems, Inc. Red Bug Lake Road, Suite 256 Winter Springs, Florida 32708 Distributor: A3 Development Group, LLC 17521 Highway 69 South, Suite 120 Tyler, Texas 75703 15. CONTROLLING LAW: 15.1 Generally. This Distributor Agreement shall be exclusively governed, construed, enforced and controlled by the laws of the United States of America and of the State of Texas. The parties agree that any controversy, claim, dispute, or disagreement arising under, out of, or relating to this Distributor Agreement shall be exclusively submitted for resolution exclusively to courts of competent jurisdiction located in the County of Orange, State of Florida, USA. Distributor consents and submits to the exclusive jurisdiction and venue of such courts for the resolution of such controversies, claims, disputes, or disagreements. 15.2 Service of Process. The Parties further agree that service of process in any such controversy, claim, dispute, or disagreement may be made by sending service by registered mail, return receipt requested, and the Parties expressly waive any other rights to service. If either party employs attorneys to enforce any rights arising out of or related to this Distributor Agreement, the party prevailing shall be entitled to recover reasonable attorneys' fees from the other party. 16. MODIFICATION OF THE AGREEMENT: This Distributor Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and merges all prior and contemporaneous communications. It shall not be modified except by a written agreement dated even herewith or subsequent hereto signed on behalf of Company and Distributor by their respective duly authorized representatives. 17. SEVERABILITY; WAIVER; FORCE MAJEURE: 17.1 Severability. If any provision of this Agreement shall be found to be invalid or unenforceable for any reason, the remaining provisions nevertheless shall remain in full force and effect. 17.2 Waiver. Any waiver on the part of any parties hereto shall not imply the waiver of any other right or interest of such party, or any subsequent waiver. 17.3 Force Majeure. Except for failure to pay sums required under this Agreement, the parties hereto shall not be responsible for any failure or delay in the performance of any obligations hereunder caused by acts of God or the public enemy, flood, fire, natural disaster, war or preclusive acts of any governmental authority.

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Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

18. ATTORNEYS' FEES: If either party employs attorneys to enforce any rights arising out of or related to this Distributor Agreement, the party prevailing shall be entitled to recover reasonable attorneys' fees and costs from the other party. 19. BINDING EFFECT: Subject to the limitations hereinbefore expressed, this Distributor Agreement will inure to the benefit of and shall be binding upon the parties, their successors, administrators, heirs, and assigns. 20. NATURE OF RELATIONSHIP: Nothing in this Agreement shall be construed as creating a joint venture, partnership, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. The Distributor's relationship to the Company is that of an independent contractor. 21. NO IMPLIED WAIVER: The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party's right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation. 22. COUNTERPARTS/ELECTRONIC SIGNATURES: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature. 23. SEVERABILITY: Whenever possible, each provision of this Agreement, will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 14 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

24. HEADINGS: Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent. IN WITNESS HEREOF, the parties have hereunto set their hands and seals as of the date stated at the beginning of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original for all purposes, and together shall constitute one and the same document. Telecopied signatures shall be relied on as original signatures in all respects. COMPANY: DISTRIBUTOR: SMART RX SYSTEMS, INC., A3 DEVELOPMENT GROUP, LLC, a Florida corporation a Texas limited liability company By: /s/ Sandeep Mathow By: /s/ Tracy W. Gunter Name: Sandeep Mathow Name: Tracy W. Gunter Title: Founder & CEO Title: Partner

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 15 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

Exhibit A Company Marks trademarks, service marks, logos and trade names

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 16 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

Exhibit B Example Pharmacy Management Services Agreements

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 17 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018

Exhibit C Sales and Marketing Plans

EXCLUSIVE DISTRIBUTOR AGREEMENT Page 18 of 18

Source: SMART RX SYSTEMS INC, 1-A, 9/14/2018
[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?

[Q]: Exhibit 99.01 JOINT VENTURE AGREEMENT THIS JOINT VENTURE AGREEMENT (the Agreement) made and entered into this 27th day of November 2018 (the Execution Date),

BETWEEN: MJ Syndicated, Inc. a Florida Corporation of _______________________________, FL 33436 And

SIMPLY HERBALS, Nervanah Herbal Medicine Company of _______________________________TN 37660

(individually and collectively the Joint Venture Participants JVP).

BACKGROUND:

The JVP wish to associate themselves in business of Selling a variety of Health- related products.

This Agreement sets out the terms and conditions that govern the Joint Venture.

IN CONSIDERATION OF and as a condition of the JVP entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the parties to this Agreement agree as follows:

Formation

By this Agreement the Participants enter into a general Joint Venture (the Joint Venture) in accordance with the laws of The State of Florida. The rights and obligations of the JVP will be as stated in the applicable legislation of The State of Florida except as otherwise provided in this Agreement.

Name

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B.

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The firm name of the Joint Venture will be: TBD

Purpose

The purpose of the Joint Venture will be: Manufacturing and Selling Health Related products.

The Joint Venture is a fixed term Joint Venture beginning November 27, 2018 and ending November 30th, 2019 or as otherwise provided in this Agreement. Where the Joint Venture is entered for a fixed term and the Joint Venture continues after the expiration of that term then in the absence of an express new agreement, the rights and duties of the Participants remain the same as they were at the expiration of that term so far as those terms are consistent with a Joint Venture at will.

Place of Business

The principal office of the business of the Joint Venture will be located at__________________________, FL 33434 or such other place as the Participants may from time to time designate.

Capital Contributions

Each of the Participants will contribute to the capital of the Joint Venture, in cash or property in agreed upon value. All Participants will contribute their respective Contributions as agreed.

Withdrawal of Capital

No participant will withdraw any portion of their Contribution without the express written consent of the other Participant.

Additional Capital

Capital Contributions may be amended from time to time, according to the requirements of the Joint Venture provided that the interests of the Participants are not affected, except with the unanimous consent of the Participants. No Participant will be required

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to make Additional Capital Contributions. Whenever additional capital is determined to be required and an individual Participant is unwilling or unable to meet the additional contribution requirement within a reasonable period, as required by Joint Venture business obligations, remaining Participants may contribute in proportion to their existing Capital Contributions to resolve the amount in default. In such case the allocation of profits or losses among all the Participants will be adjusted to reflect the aggregate change in Capital Contributions by the Participants.

Any advance of money to the Joint Venture by any Participant in excess of the amounts provided for in th is Agreement or subsequently agreed to as Additional Capital Contribution will be deemed a debt owed by the Joint Venture and not an increase in Capital Contribution of the Participant. This liability will be repaid with interest at rates and times to be determined by a majority of the Participants within the limits of what is required or permitted in the Act. This liability will not entitle the lending Participant to any increased share of the Joint Venture's profits nor to a greater voting power. Such debts may have preference or priority over any other payments to Participants as may be determined by a majority of the Participants.

Capital Accounts

An individual capital account (the Capital Accounts) will be maintained for each Participant and their Initial Capital Contribution will be credited to this account. Any Additional Capital Contributions made by any Participant will be credited to that Participant's individual Capital Account.

Interest on Capital

No borrowing charge or loan interest will be due or payable to any Participant on their agreed Capital Contribution inclusive of any agreed Additional Capital Contributions.

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Financial Decisions

Decisions regarding the distribution of profits, allocation of losses, and the requirement for Additional Capital Contributions as well as all other financial matters will be decided by a unanimous vote of the Participants.

Profit and Loss

Subject to any other provisions of this Agreement, the net profits and losses of the Joint Venture, for both accounting and tax purposes, will accrue to and be borne by the Participants in proportion to the Participants' Capital Contributions inclusive of any Additional Capital Contributions (the Profit and Loss Distribution).

Books of Account

Accurate and complete books of account of the transactions of the Joint Venture will be kept in accordance with generally accepted accounting principles (GAAP) and at all reasonable times will be available and open to inspection and examination by any Participant. The books and records of the Joint Venture will reflect all the Joint Venture's transactions and will be appropriate and adequate for the business conducted by the Joint Venture.

Annual Report

As soon as practicable after the close of each fiscal year, the Joint Venture will furnish to each Participant an annual report showing a full and complete account of the condition of the Joint Venture. This report will consist of at least the following documents:

a statement of all information as will be necessary for the preparation of each Participant's income or other tax returns;

a copy of the Joint Venture's federal income tax returns for that fiscal year;

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supporting income statement;

a balance sheet;

a cash flow statement;

a breakdown of the profit and loss attributable to each Participant; and

any additional information that the Participants may require.

Banking and Joint Venture Funds

The funds of the Joint Venture will be placed in such investments and banking accounts as will be designated by the Participants. Joint Venture funds will be held in the name of the Joint Venture and will not be commingled with those of any other person or entity.

Fiscal Year

The fiscal year will end on the 31st day of December of each year.

Audit

Any of the Participants will have the right to request an audit of the Joint Venture books. The cost of the audit will be borne by the Joint Venture. The audit will be performed by an accounting firm acceptable to all the Participants. Not more than one (1) audit will be required by any or all of the Participants for any fiscal year.

Management

Except as all of the Participants may otherwise agree in writing, all actions and decisions respecting the management, operation and control of the Joint Venture and its business will be decided by a majority vote of the Participants.

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Contract Binding Authority

All actions and decisions with respect to binding the Joint Venture in contract requires the consent of a majority of the Participants.

Tax Matters Participant

The tax matters Participant will be MJ Syndicated Inc. (the Tax Matters Participant). The Tax Matters Participant will prepare, or cause to be prepared, all tax returns and reports for the Joint Venture and make any related elections that the Participants deem advisable.

A Tax Matters Participant can voluntarily withdraw from the position of Tax Matters Participant or can be appointed or replaced by a majority vote of the other Participants. In the event of a withdrawal of the Tax Matters Participant from the Joint Venture, the remaining Participants will appoint a successor as soon as practicable.

Meetings

Regular meetings of the Participants will be held quarterly.

Any Participant can call a special meeting to resolve issues that require a vote, as indicated by this Agreement, by providing all Participants with reasonable notice. In the case of a special vote, the meeting will be restricted to the specific purpose for which the meeting was held.

All meetings will be held at a time and in a location that is reasonable, convenient and practical considering the situation of all Participants.

Admitting a New Participant

A new Participant may only be admitted to the Joint Venture with a unanimous vote of the existing Participants.

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Any new Participant agrees to be bound by all the covenants, terms, and conditions of this Agreement, inclusive of all current and future amendments. Further, a new Participant will execute such documents as are needed to affect the admission of the new Participant. Any new Participant will receive such business interest in the Joint Venture as determined by a unanimous decision of the other Participants.

Voluntary Withdrawal of a Participant

Any Participant will have the right to voluntarily withdraw from the Joint Venture at any time. Written notice of intention to withdraw must be served in writing upon the remaining Participants at least Thirty (30) business days prior to the withdrawal date.

The voluntary withdrawal of a Participant will result in the dissolution of the Joint Venture.

A Dissociated Participant will only exercise the right to withdraw in good faith and will act to minimize any present or future harm done to the remaining Participants as a result of the withdrawal.

Involuntary Withdrawal of a Participant

Events resulting in the involuntary withdrawal of a Participant from the Joint Venture will include, but not be limited to: death of a Participant; Participant mental incapacity; Participant disability preventing reasonable participation in the Joint Venture; Participant incompetence; breach of fiduciary duties by a Participant; criminal conviction of a Participant; Expulsion of a Participant; Operation of Law against a Participant; or any act or omission of a Participant that can reasonably be expected to bring the business or societal reputation of the Joint Venture into disrepute.

The involuntary withdrawal of a Participant will result in the dissolution of the Joint Venture.

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A trustee in bankruptcy or similar third party who may acquire that Dissociated Participant's interest in the Joint Venture will only acquire that Participant's economic rights and interests and will not acquire any other rights of that Participant or be admitted as a Participant of the Joint Venture or have the right to exercise any management or voting interests.

Dissociation of a Participant

Where the dissociation of a Participant for any reason results in the dissolution of the Joint Venture then the Joint Venture will proceed in a reasonable and timely manner to dissolve the Joint Venture, with all debts being paid first, prior to any distribution of the remaining funds. Valuation and distribution will be determined as described in the Valuation of Interest section of this Agreement.

The remaining Participants retain the right to seek damages from a Dissociated Participant where the dissociation resulted from a malicious or criminal act by the Dissociated Participant or where the Dissociated Participant had breached their fiduciary duty to the Joint Venture or was in breach of this Agreement or had acted in a way that could reasonably be foreseen to bring harm or damage to the Joint Venture or to the reputation of the Joint Venture.

Dissolution

Except as otherwise provided in this Agreement, the Joint Venture may be dissolved only with the unanimous consent of all Participants.

Distribution of Property on Dissolution of Joint Venture

In the event of the dissolution of the Joint Venture, each Participant will share in any remaining assets or liabilities of the Joint Venture in proportion to the Participants' Capital Contributions inclusive of any Additional Capital Contributions (the Dissolution Distribution).

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Upon Dissolution of the Joint Venture and liquidation of Joint Venture Property, and after payment of all selling costs and expenses, the liquidator will distribute the Joint Venture assets to the following groups according to the following order of priority:

in satisfaction of liabilities to creditors except Joint Venture obligations to current Participants;

in satisfaction of Joint Venture debt obligations to current Participants; and then

to the Participants according to the Dissolution Distribution described above.

The claims of each priority group will be satisfied in full before satisfying any claims of a lower priority group. Any excess of Joint Venture assets after liabilities or any insufficiency in Joint Venture assets in resolving liabilities under this section will be shared by the Participants according to the Dissolution Distribution described above.

Valuation of Interest

In the absence of a written agreement setting a value, the value of the Joint Venture will be based on the fair market value appraisal of all Joint Venture assets (less liabilities) determined in accordance with generally accepted accounting principles (GAAP). This appraisal will be conducted by an independent accounting firm agreed to by all Participants. An appraiser will be appointed within a reasonable period of the date of withdrawal or dissolution. The results of the appraisal will be binding on all Participants. A withdrawing Part ic ipant 's interest wi l l be based on that Participant's proportion of the Dissolution Distribution described above, less any outstanding liabilities the withdrawing Participant may have to the Joint Venture. The intent of this section is to ensure the survival of the Joint Venture despite the withdrawal of any individual Participant.

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No allowance will be made for goodwill, trade name, patents or other intangible assets, except where those assets have been reflected on the Joint Venture books immediately prior to valuation.

Goodwill

The goodwill of the Joint Venture business will be assessed at an amount to be determined by appraisal using generally accepted accounting principles (GAAP).

Title to Joint Venture Property

Title to all Joint Venture Property will remain in the name of the Joint Venture. No Participant or group of Participants will have any ownership interest in such Joint Venture Property in whole or in part.

Voting

Any vote required by the Joint Venture will be assessed where each Participant receives one vote carrying equal weight.

Force Majeure

A Participant will be free of liability to the Joint Venture where the Participant is prevented from executing their obligations under this Agreement in whole or in part due to force majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Participant has communicated the circumstance of said event to any and all other Participants and taken any and all appropriate action to mitigate said event.

Duty of Loyalty

No Participant will engage in any business, venture or transaction, whether directly or indirectly, that might be competitive with the business of the Joint Venture or that would be in direct conflict of

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interest to the Joint Venture without the unanimous written consent of the remaining Participants. Any and all businesses, ventures or transactions with any appearance of conflict of interest must be fully disclosed to all other Participants. Failure to comply with any of the terms of this clause will be deemed an Involuntary Withdrawal of the offending Participant and may be treated accordingly by the remaining Participants.

Duty of Accountability for Private Profits

Each Participant must account to the Joint Venture for any benefit derived by that Participant without the consent of the other Participants from any transaction concerning the Joint Venture or any use by that Participant of the Joint Venture property, name or business connection. This duty continues to apply to any transactions undertaken after the Joint Venture has been dissolved but before the affairs of the Joint Venture have been completely wound up by the surviving Participant or Participants or their agent or agents.

Duty to Devote Time

Each Participant will devote such time and attention to the business of the Joint Venture as the majority of the Participants will from time to time reasonably determine for the conduct of the Joint Venture business.

Actions Requiring Unanimous Consent of the Participants

The following list of actions will require the unanimous consent of all Participants:

committing the Joint Venture to new liabilities or obligations totaling To Be Determined;

and

incurring single expenditures that exceed To Be Determined.

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Any losses incurred as a result of a violation of this section will be charged to and collected from the individual Participant that acted without unanimous consent and caused the loss.

Forbidden Acts

No Participant may do any act in contravention of this Agreement.

No Participant may permit, intentionally or unintentionally, the assignment of express, implied or apparent authority to a third party that is not a Participant in the Joint Venture.

No Participant may do any act that would make it impossible to carry on the ordinary business of the Joint Venture.

No Participant may confess a judgment against the Joint Venture.

No Participant will have the right or authority to bind or obligate the Joint Venture to any extent with regard to any matter outside the intended purpose of the Joint Venture.

Any violation of the above Forbidden Acts will be deemed an Involuntary Withdrawal of the offending Participant and may be treated accordingly by the remaining Participants.

Indemnification

All Participants will be indemnified and held harmless by the Joint Venture from and against any and all claims of any nature, whatsoever, arising out of a Participant's participation in Joint Venture affairs. A Participant will not be entitled to indemnification under this section for liability arising out of gross negligence or wil l ful misconduct of the Participant or the breach by the Participant of any provisions of this Agreement.

Liability

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A Participant will not be liable to the Joint Venture, or to any other Participant, for any mistake or error in judgment or for any act or omission done in good faith and believed to be within the scope of authority conferred or implied by this Agreement or the Joint Venture.

Liability Insurance

The Joint Venture may acquire insurance on behalf of any Participant, employee, agent or other person engaged in the business interest of the Joint Venture against any liability asserted against them or incurred by them while acting in good faith on behalf of the Joint Venture.

Amendments

This Agreement may not be amended in whole or in part without the unanimous written consent of all Participants.

Jurisdiction

The Participants submit to the jurisdiction of the courts of The State of Florida for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement.

Definitions

For the purpose of this Agreement, the following terms are defined as follows:

Additional Capital Contributions means Capital Contributions, other than Initial Capital Contributions, made by Participants to the Joint Venture.

Capital Contribution means the total amount of cash or Property contributed to the Joint Venture by any one Participant.

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Dissociated Participant means any Participant who is removed from the Joint Venture through a voluntary or involuntary withdrawal as provided in this Agreement.

Expulsion of a Participant can occur on application by the Joint Venture or another Participant, where it has been determined that the Participant:

has engaged in wrongful conduct that adversely and materially affected the Joint Venture's business;

has willfully or persistently committed a material breach of this Agreement or of a duty owed to the Joint Venture or to the other Participants; or

has engaged in conduct relating to the Joint Venture's business that makes it not reasonably practicable to carry on the business with the Participant.

Initial Capital Contribution means Capital Contributions made by any Participant to acquire an interest in the Joint Venture.

Operation of Law means rights or duties that are cast upon a party by the law, without any act or agreement on the part of the individual including, but not limited to, an assignment for the benefit of creditors, a divorce, or a bankruptcy.

Miscellaneous

Time is of the essence in this Agreement.

This Agreement may be executed in counterpart.

Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the

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masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.

If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

This Agreement contains the entire agreement between the parties. All negotiations and understandings have been included in this Agreement. Statements or representations which may have been made by any party to this Agreement in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.

This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Participant's successors, assigns, executors, administrators, beneficiaries, and representatives.

Any notices or delivery required here will be deemed completed when hand-delivered, delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.

All of the rights, remedies and benefits provided by this Agreement will be cumulative and will not be exclusive of any other such rights, remedies and benefits allowed by law.

IN WITNESS WHEREOF the Participants have duly affixed their signatures under hand on this 27th day of November 2018.

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Simply Herbals

Per: ____________________

CEO: MJ Syndicated, Inc CEO: Simply Herbals, Inc.

MJ Syndicated, Inc.

Per: __/s/ Maxine Pierson________
[A]: 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?

[Q]: 1 EXHIBIT 10.3

SOFTWARE LICENSE AND MAINTENANCE AGREEMENT

This Software license and maintenance agreement (Agreement) is entered into effective as of August 4, 1997 (the Effective Date) by and between D2 Technologies, Inc., a California corporation with offices at 104 West Anapamu Street, Santa Barbara, CA 93101 (D2), and Summa Four Inc., a Delaware corporation with offices at 25 Sundial Avenue, Manchester, New Hampshire 03103-7251 (LICENSEE).

WHEREAS, D2 has previously developed certain software and designs capable of performing certain voice processing functions;

WHEREAS, LICENSEE is developing a product which requires certain software functions and designs capable of performing certain voice processing functions;

WHEREAS, D2 desires to license to LICENSEE certain of its software technology for use in connection with Licensee's products:

WHEREAS, D2 is further willing to provide certain maintenance and support services to LICENSEE in relation to such software technology;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 Licensed Technology shall mean software licensed to LICENSEE by D2 as listed in Exhibit A.

1.2 DSP shall mean digital signal processing.

1.3 Runtime License Fee shall have the meaning set forth in Article 2.2(iii).

1.4 Specifications shall mean D2's specifications of the Licensed Technology which are attached hereto as Exhibit A.

1.5 Update shall mean a new release of a software product which typically includes bug fixes and/or minor feature changes, but does not include substantial new functionality.

Software License D2 Technologies, Inc. and Maintenance Agreement August 4, 1997 CONFIDENTIAL

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1.6 New Version in this Agreement shall mean a new release of Licensed Technology that provides significant performance enhancements, including new releases of software product optimized for different members of the same DSP processor family which is based on the same core architecture and instruction set.

1.7 Defect shall mean any failure of Licensed Technology to meet the Specification as a result of a material failure (including an error or bug that is material) of the Licensed Technology. Material is defined as priority A, B, and C in Article 6.3.

1.8 Source Code shall mean all computer programming instructions relating to a software product in a form readable by humans and typically prepared by a programmer. Source Code includes associated procedural code, comments, utilities, tools, notes, data diagrams and related and supporting technical documentation.

1.9 Object Code shall mean software code resulting from the translation or processing of Source Code by a computer into machine language or intermediate code, which thus is in a form that would not be convenient to human understanding of the program logic, but which is appropriate for execution or interpretation by a computer.

1.10 Licensed Source Code shall mean Source Code for Licensed Technology.

1.11 Licensee Product shall mean the product being developed by LICENSEE as described in Exhibit B, which utilizes Licensed Technology. LICENSEE shall own all rights, title and interest in Licensee Product. D2 shall have no rights to Licensee Product.

1.12 End User shall mean a person or business entity that purchases, leases or otherwise properly obtains the right to use or distribute a Licensee Product directly from LICENSEE or through one or more intermediaries.

2. LICENSED TECHNOLOGY

2.1 Ownership. Subject to the rights granted to LICENSEE in this Agreement, D2 owns all right, title and interest in and to the Licensed Technology. Notwithstanding the foregoing, LICENSEE shall retain all right, title and interest in and to modifications to the Licensed Source Code made by LICENSEE pursuant to the license in Article 2.2 below, subject always to D2's ownership rights in the underlying Licensed Technology.

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2.2 License to LICENSEE.

(i) Subject to the terms and conditions of this Agreement, D2 hereby grants LICENSEE a perpetual non-exclusive, worldwide license, to use Licensed Technology in Object Code format only as an incorporated part of the Licensee Product. For this purpose, LICENSEE may also modify, create derivative works, of and reproduce and have reproduced the Licensed Technology, and to develop, use, market and distribute (directly or through third parties) Licensed Technology, or modifications or derivative works of the Licensed Technology created by or for LICENSEE.

(ii) In consideration for the right to modify, develop and completely own derivative works of the Licensed Technology set forth in Article 2.2 (i) above, LICENSEE shall pay D2 a license fee (the Development License Fee) as set forth in Exhibit C. Final acceptance testing shall be completed by the parties according to Article 4 of this Agreement.

(iii) LICENSEE shall pay D2 a license fee (Runtime License Fee) as set forth in Exhibit C for each copy of the Licensed Technology that LICENSEE distributes to end users directly or through third parties for such end-user's use in connection with Licensee's Product. The Runtime License Fee shall be paid by LICENSEE quarterly for Licensee Products which have been paid for by Licensee's end-user customer in the prior quarter. To the extent Licensee accepts returns or is required to provide refunds to its customers (and to the extent additional Licensee Products are delivered to customers for warranty or maintenance/support purposes), such circumstances will either entitle Licensee to obtain a credit against future Runtime License Fees owed or, in the case of warranty/maintenance or support deliveries, no Runtime License Fees shall be due at all.

(iv) LICENSEE is also granted a limited non-transferable non-exclusive license to Licensed Source Code to perform software maintenance functions according the terms set forth in Article 7 of this Agreement.

(v) D2 shall provide LICENSEE with master copies of the Licensed Technology, in Source Code and Object Code format, promptly after such software has been completed, tested and approved for release by D2 and Licensee. In any event, D2 shall deliver all Licensed Technology completely tested and approved for performance in accordance with the specifications.

2.3 End User License. LICENSEE shall ensure that all Licensed Technology distributed by LICENSEE shall be subject to a shrink-wrap agreement or other end user agreement which contains a provision substantially similar to the provision set forth in Exhibit D.

Software License D2 Technologies, Inc. and Maintenance Agreement August 4, 1997 CONFIDENTIAL

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3. ADDITIONAL TECHNOLOGY LICENSE

3.1 New Functions. In the event that LICENSEE requires any additional functionality or technology substantially different from those set forth in Exhibit A or otherwise made available by D2 to other Licensees, D2 shall license such additional functionality or technology to LICENSEE at D2's then best price to its other Licensees. Such additional technology licenses shall be subject to the same terms of this agreement except for an amendment to the product specification and price schedule of Exhibits A and C. Any other new licensing terms shall be negotiated in advance and included in said amendment.

3.2 Different Processors.

(A) Supported Processors: If D2 offers or plans to offer all or part of Licensed Technology on a processor (Supported Processor) different from the Texas Instruments (TI) TMS320C54x family of processors, D2 shall make available to LICENSEE such new versions of Licensed Technology under the same terms of this Agreement subject to the license fees as follows:

(i) The development license fees for any part or all of Licensed Technology for each Supported Processor shall be 50% of that for the TMS320C54x processor family as listed in Exhibit C.

(ii) The per-processor runtime license fees for any Supported Processor shall be the same as that specified in Exhibit C for the TI TMS320C54x.

(iii) The runtime license fee CAP in exhibit C shall be cumulative across the TI TMS320C54x, TMS32OC55x, TMS330C6x, and other TI processors based on the same core processor architecture. For processors other than the TI processors listed in this Article 3.2A(iii) (additional supported processors), the runtime license fee CAP and buy-out license fee in Exhibit C shall be increased by 25% for each additional supported processor. The CAP for Licensed Technology shall be cumulative across all Supported Processors (including additional supported processors) utilized by LICENSEE. If the cumulative inflation index (according to government published Consumer Price Index) exceeds 25% from the effective date of this Agreement to the time when D2 makes available Licensed Technology for an additional supported processor, D2 and LICENSEE agree to negotiate in good faith reasonable incremental runtime license fees for Licensed Technology used in such additional supported processor.

Software License D2 Technologies, Inc. and Maintenance Agreement August 4, 1997 CONFIDENTIAL

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(B) Unsupported Processors. If LICENSEE requires versions of Licensed Technology on a processor other than the Supported Processors, D2 agrees to negotiate in good faith with LICENSEE an agreement to develop such a version of Licensed Technology. Such an agreement shall include appropriate development license fees and runtime license fees as well as special engineering

service fees.

4. ACCEPTANCE

Upon delivery of the Licensed Technology to Licensee, D2 will have tested and verified that such Licensed Technology shall perform in accordance with an acceptance specification agreed to by D2 and LICENSEE. The acceptance specification shall be completed no later than 90 days after the effective date of this Agreement and shall be attached to this agreement as Exhibit F. Upon successful completion of the acceptance testing, LICENSEE shall make the final Development License Fee payment described in Exhibit C LICENSEE shall, within thirty (30) days after delivery of any Licensed Technology, either accept such Licensed Technology or reject such Licensed Technology because of nonconformance with the Specifications. LICENSEE shall provide D2 with written notification of any rejection of Licensed Technology which explains the basis for such rejection. If completion of testing is precluded or delayed due to performance deficiencies, incompatibilities or other Defects in the Licensed Technology, D2 shall immediately and without any additional payment, correct such Defects.. All corrected versions of the Licensed Technology shall be subject to the acceptance procedures set forth above in this Article 4.

5. REPORTS, AUDITS

5.1 Reports. Within thirty days after the end of each calendar quarter during the term of this Agreement, LICENSEE shall provide D2 with written reports setting forth the number of LICENSEE Products containing the Licensed Technology that were licensed to end users by LICENSEE in such calendar quarter as more particularly described in Article 2.2 (iii) above.

5.2 Audits. LICENSEE shall maintain records of its distribution of Licensee Products containing the Licensed Technology, for a period of one year after the date on which LICENSEE distributes the Products to which such records pertain. D2 may audit such records by engaging an independent public audit firm, approved in advance by Licensee, upon thirty days written notice, provided that (i) no more than one such audit may be made in any twelve month period, (ii) D2 may only audit LICENSEE's records for a particular time period once, and (iii) D2 shall be responsible for ensuring that the auditor executes and abides by LICENSEE's confidentiality agreement.

Software License D2 Technologies, Inc. and Maintenance Agreement August 4, 1997 CONFIDENTIAL

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6. MAINTENANCE AND SUPPORT

6.1 Maintenance and Support Obligation, Fees. On the date of expiry of the Warranty period defined in Article 8.3, and on any anniversary of the expiry date, LICENSEE may in its sole discretion pay D2 a Maintenance and Support Fee according to Exhibit C. In return for payment of such fee, D2 shall provide LICENSEE with the maintenance and support set forth in this Article 6 for a period of twelve months (the Contract Year). In any event, D2 shall provide support and maintenance services to Licensee during the Warranty period in breadth and scope which is no less than the support and maintenance services described in this Article. D2 shall make available to LICENSEE the maintenance and support services according to the terms of this Article 6 for a minimum of five years after Acceptance of Licensed Technology.

6.2 Maintenance. Maintenance to be provided by D2 to LICENSEE shall include without limitation the following services;

(i) D2 shall update and maintain the Licensed Technology throughout the term of this Agreement. It is intended that D2 shall release at least 1 Update or New Version release during each 12 month calendar year. Upon the releases of any Update or New Version of the Licensed Technology (including manuals), D2 shall promptly notify and deliver to LICENSEE such Update or New Version.

(ii) D2 will initially deliver to LICENSEE one (1) copy of any Updates or New Versions to the Licensed Technology and one (1) set of corresponding manuals for each copy of the Licensed Technology for which LICENSEE has paid the appropriate development license fees and maintenance fees pursuant to Exhibit C as soon as such Updates or New Versions and corresponding manuals become available and shall maintain such Updates or New Versions throughout this agreement.

6.3 Error Correction. If D2 becomes aware of any Defect in the Licensed Technology, D2 shall promptly provide LICENSEE with written notice of such Defect. D2 shall have no obligation to actively monitor the Licensed Technology for Defects after such software has been accepted by LICENSEE. D2 shall work diligently to promptly correct Defects in accordance with the following schedule; days shall mean calendar days.

ERROR PRIORITY (1) RESPONSE (2) CLOSURE (3)

Emergency (A) 24 hours 7 days

Critical (B) 2 days 14 days

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Non-Critical (C) 30 days Next Update or New Version

(1) Priority:

-A- Catastrophic product or module Defects that do not have a viable detour or work around available.

-B- Defects that have been substantiated as a serious inconvenience to LICENSEE or an End User. This includes any priority A Defect for which a viable detour or work around is available.

-C- All other problems that LICENSEE and an End User can easily avoid for which there is no urgency for a resolution.

(2) Response: Response consists of providing, as appropriate, one of the following to the LICENSEE: an existing correction; A new correction; a viable detour or work around; a request for more information to complete analysis of the problem, or a plan on how the problem will be corrected.

(3) Closure: Closure consists of providing a final correction or work around of the problem including an Update and revised or new Documentation as necessary.

If D2 fails to correct Defects according to the schedule specified in this Article 6, LICENSEE shall deduct from future runtime license fees, as specified in Exhibit C, a late fee for each day past the deadline in the schedule of this section. The late fee shall equal to 50% (fifty percent) of the runtime license fees paid to D2 for the previous two calendar quarters equally divided over 180 (one hundred eighty) days. In the event LICENSEE has selected the Buy-out option in the runtime license fee schedule of Exhibit C, then the late fee for each day past the deadline shall be 50% (fifty percent) of the Buy-out fee equally divided over 1095 (one thousand and ninety five) days; and this late fee shall be paid to LICENSEE each calendar month until the error is corrected either by D2 or LICENSEE.

6.4 Support. D2 will provide the following support to LICENSEE throughout the Warranty period and for those subsequent years for which support has been purchased by Licensee:

(i) D2 will assist LICENSEE in determining if problems encountered by LICENSEE are caused by programming errors in the Licensed Technology.

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(ii) D2 will answer questions concerning the installation of Licensed Technology.

(iii) D2 will assist LICENSEE in resolving LICENSEE's problems, if any, arising from the normal usage of the Licensed Technology.

(iv) D2 shall appoint a qualified technical staff as the Technical Contact to co-ordinate all support and maintenance services. The Technical Contact shall be available to LICENSEE during D2's normal business hours; in the event that appointed Technical Contact is not available, a back-up Technical Contact shall be temporarily assigned and LICENSEE shall be notified.

6.5 Notification and Cooperation by LICENSEE. To obtain support from D2 under this Article 6, LICENSEE shall provide D2 with written notice which will contain a description of the problem for which LICENSEE is seeking support. D2 shall have no obligation to correct problems which are due to modifications to Licensed Technology performed by LICENSEE; provided, that if D2 agrees to correct such problems it shall charge its then current time and materials rates, which shall be payable by LICENSEE within thirty days after invoicing by D2. LICENSEE agrees to provide D2 with access to LICENSEE's equipment and computer systems on a temporary basis and as needed to allow D2 to reproduce, correct and verify the correction of the problem reported by LICENSEE or otherwise identified by D2.

7. LIMITED SOURCE CODE LICENSE AND PROTECTION

7.1 Source Code delivery. D2 shall, after acceptance of Licensed Technology by LICENSEE and within fifteen days after receiving such a request from LICENSEE deliver a copy of the fully commented Source Code for the then current version of the Licensed Technology and information needed for compiling and building the Licensed Technology Object Code to LICENSEE. Thereafter, D2 shall automatically deliver a copy of the fully commented Licensed Source Code for the then current version of the Licensed Technology within fifteen days after the release of any Updates or New Versions of the Licensed Technology.

7.2 Source Code Access Conditions. The following events shall constitute Source Code Access Conditions: (i) D2's insolvency, general assignment for the benefit of creditors, or ceasing to do business, or (ii) D2's failure or inability to meet its warranty, maintenance and support obligations under Article 6, or its warranty obligations under Article 8.3, within fifteen days after written notice by LICENSEE to D2 of D2's failure to meet such obligations, or (iii) termination of this Agreement by LICENSEE pursuant to Articles 9.3 and 9.4, or (iv) as needed by LICENSEE for fault isolation.

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7.3 Use of Licensed Source Code. After Source Code Access Conditions is met, LICENSEE shall have the right to use, modify, reproduce and have reproduced Object Code from Licensed Source Code to develop, use, market, distribute, and to maintain and support the Licensed Technology in the Licensee Product. LICENSEE shall not have any right to develop new DSP technology or derivative DSP technology with the Licensed Source Code.

7.4 Confidentiality and security.

(A) General. LICENSEE acknowledges and agrees that the Licensed Source Code constitutes the confidential and proprietary trade secrets of D2, and that LICENSEE's protection thereof is essential to this Agreement and

a condition of LICENSEE's use and possession of the Licensed Source Code. LICENSEE shall retain in strict confidence any and all elements of the Licensed Source Code and use the Licensed Source Code only as expressly licensed herein. LICENSEE agrees that it will under no circumstances distribute or in any way disseminate or disclose the Licensed Source Code to third parties, except as expressly provided in this Article 7. LICENSEE shall be relieved of this obligation of confidentiality to the extent that such information was in the public domain at the time it was disclosed or has become in the public domain through no fault of LICENSEE.

(B) Security. LICENSEE agrees to use the Licensed Source Code under carefully controlled conditions for the purposes set forth in this Agreement, and to inform all employees who are given access to the Licensed Source Code by LICENSEE that such materials are confidential trade secrets of D2 and are licensed to LICENSEE as such. LICENSEE shall restrict access to the Licensed Source Code to those employees and Contractors of LICENSEE who have agreed to be bound by a confidentiality obligation which incorporates the protections and restrictions substantially as set forth herein, and who have a need to know in order to carry out the purposes of this Agreement. D2 shall be made a third party beneficiary of any such agreements, and shall have the right to directly enforce the terms of those agreements, and of this Agreement, insofar as such enforcement relates to the Licensed Source Code.

(C) LICENSEE agrees to notify D2 promptly in the event of any breach of its security under conditions in which it would appear that the Licensed Source Code were prejudiced or exposed to loss. LICENSEE shall, upon request of D2, take all other reasonable steps necessary to recover any compromised trade secrets disclosed to or placed in the possession of LICENSEE by virtue of this Agreement. The cost of taking such steps shall be borne solely by LICENSEE.

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(D) Remedies. LICENSEE acknowledges that any breach of any of its obligations under this Article 7 is likely to cause or threaten irreparable harm to D2, and accordingly, LICENSEE agrees that in such event, D2 shall be entitled to equitable relief to protect its interest therein, including but not limited to preliminary and permanent injunctive relief, as well as money damages.

(E) Hardware.

(i) Two (2) computers, as identified in Exhibit E, may be used as the Development Computer and Back-up Computer. The Back-up Computer may be used as the Development Computer during any time when the Development Computer is inoperative because it is malfunctioning or undergoing repair, maintenance or other modification.

(ii) LICENSEE may at any time notify D2 in writing of any changes, such as replacements or additions, that LICENSEE wishes to make to Development and Back-up Computers for specific Licensed Source Code. D2 will prepare an amended Exhibit E as required to cover such changes, and such changes shall become effective after execution of the amended Exhibit E by LICENSEE.

(iii) Upon request, LICENSEE shall furnish to D2 a statement, certified by an authorized representative of LICENSEE, listing the location, type and serial number of all Development and Back-up Computers hereunder and stating that the use by LICENSEE of the Licensed Source Code subject to this Agreement has been reviewed and that the Licensed Source Code is being used solely on the Development Computer (or temporarily on Back-up Computer) for such Licensed Source Code in full compliance with the provisions of this Agreement.

(F) Third Party Contractors. LICENSEE may appoint a third party contractor (Contractor) to assist the LICENSEE in LICENSEE's modification of the Licensed Source Code as authorized hereunder; provided that any such Contractor's access to and use of the Licensed Source Code shall only be permitted pursuant to a signed written agreement between LICENSEE and such Contractor giving the Contractor rights no broader than those granted LICENSEE in this Agreement, but limited to the sole purpose of assisting the LICENSEE, and including provisions incorporating the additional requirements set forth below:

(i) Any claim, demand or right of action arising on behalf of a Contractor from furnishing to it or use by it of Licensed Source Code shall be solely against LICENSEE, and LICENSEE hereby indemnifies D2 against any such claims.

(ii) Contractor shall agree to the same responsibilities and obligations and other restrictions pertaining to the use of Licensed Source Code as those undertaken by LICENSEE under this Agreement.

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(iii) Contractor may not retain any copy of the Licensed Source Code or any modification or derivative work thereof and, upon completion of the project for which Contractor was permitted access to the Licensed Source Code or termination of this Agreement, shall return or destroy (i) all copies of Licensed Source Code furnished to such Contractor or made by such Contractor and (ii) all copies of any modifications or derivative works made by such Contractor based on such Licensed Source Code copies stored in any computer memory or storage medium, and Contractor's computer shall be removed from Exhibit E if such computer was listed as a Development Computer. A writing executed by an officer of Contractor shall be provided to D2 certifying that the Contractor has returned or destroyed all copies of the Licensed Source Code in its possession or control.

(iv) Unless Contractor obtains a license for the Licensed Source Code from D2, Contractor may not acquire any ownership interest in any modification or derivative work prepared by such Contractor based upon or using Licensed Source Code licensed to LICENSEE under this Agreement.

(v) Copies of such agreements shall be provided to D2 on request; provided however, that portions of such agreements not required by this Article 7 may be deleted from such copies.

8. REPRESENTATIONS AND WARRANTIES

8.1 By Both Parties. D2 warrants that it owns all rights, title, and interests to Licensed Technology listed as Basic Services in Exhibit A. LICENSEE and D2 each individually warrants that it (i) has all right, power and authority necessary to enter into this Agreement and to grant the rights granted herein; (ii) has obtained all approvals and authorizations that it is required to obtain in connection with this Agreement; and (iii) has not entered, and will not enter, into any arrangements or agreements inconsistent with this Agreement.

8.2 Additional D2 Warranties. D2 additionally warrants that it (i) is not aware of any pending or actual litigation which is likely to have a material adverse effect on the rights or obligations of LICENSEE under this Agreement; and (ii) is not aware of any claim or any basis for any claim that Licensed Technology, or LICENSEE's use of the Licensed Technology as contemplated herein, will infringe any patents, trade secrets of other intellectual property rights belonging to any third party.

8.3 Software Warranty. D2 warrants to LICENSEE that the media upon which the Licensed Technology is delivered to LICENSEE will be free from Defects in materials and workmanship, and that Licensed Technology shall meet and perform in accordance with D2's specifications on Exhibit A. D2 shall promptly correct any

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errors in the Licensed Technology, or failures of the Licensed Technology according to the terms of Article 6 of this Agreement. D2's warranty and error correction obligations with respect to any portion of the Licensed Technology shall extend for a period (the Warranty period) of one year commencing on acceptance of such portion of the Licensed Technology by LICENSEE.

8.4 Disclaimer of Other Warranties. THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 8 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE. D2 SPECIFICALLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THE LICENSED TECHNOLOGY.

9. TERM AND TERMINATION.

9.1 Term. This Agreement shall become effective on the Effective Date and shall continue in effect until terminated in accordance with the provisions of this Article 9.

9.2 For Convenience. LICENSEE may terminate this Agreement upon ninety (90) days written notice.

9.3 Default. If either party defaults in the performance of any of its material obligations hereunder and if such default is not corrected within thirty (30) days after written notice thereof by the other party, then the nondefaulting party, at its option, may, in addition to any other remedies it may have, terminate this Agreement by giving written notice of termination to the defaulting party.

9.4 Survival. Articles 7.2, 7.3,7.4, 8, 9, 10, 11, 12, 13, 14 shall survive any termination or expiration of this Agreement.

10. INDEMNIFICATION

10.1 By D2. D2 agrees to indemnify and hold LICENSEE harmless against any cost, loss, liability, or expense (including attorney's fees) arising out of any breach of D2's warranties hereunder, or out of third party claims against LICENSEE alleging that the Licensed Technology, or LICENSEE's use or distribution of the Licensed Technology as set forth in this Agreement, infringes any third party's patent, trade secret, copyright of other intellectual property right in any country, provided that LICENSEE shall (i) notify D2 promptly in writing of such claims, and (ii) give D2 sole control of the defense or settlement of such claims. D2 shall not be liable for any claims to the extent that such claims arise out of the LICENSEE's unauthorized modifications of the Licensed Technology, and not out of the Licensed Technology as delivered by D2 to LICENSEE. If the Licensed Technology, or any part thereof, is

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adjudicatively determined to be, or in either party's reasonable opinion will be, the subject of any claim, suit or proceeding for infringement of any third party's patent, copyright or trade secret in any country, or if the distribution of use of the Licensed Technology is enjoined, then D2 may, at D2's sole option and expense, (i) obtain for LICENSEE and its distributors, resellers and customers the right to distribute or use the Licensed Technology under such third party patents, trade secrets, copyrights or other intellectual property rights, or (ii) replace the Licensed Technology with other software of equivalent or superior functionality, or (iii) suitably modify the Licensed Technology to avoid such infringement. In the event that D2 is unable to carry out the options set forth in (i), (ii) and (iii) of the proceeding sentence, at the option of Licensee D2 may terminate this Agreement and refund all amounts paid by LICENSEE to D2 hereunder; provided, that such termination shall have no effect on the rights of end users to use LICENSEE products, incorporating any

Licensed Technology, which were acquired by such end users prior to such termination.

11. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OR SUCH OTHER PARTY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL D2'S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT PAID OR OWED BY LICENSEE TO D2 UNDER THIS AGREEMENT.

12. CONFIDENTIALITY.

12.1 Confidential Information. As used in this Agreement, the term Confidential Information shall mean any information disclosed by one party to another pursuant to this Agreement which is marked as confidential or proprietary, or, if disclosed orally, is designated as confidential at the time of disclosure and is subsequently reduced to a writing which is marked as confidential or proprietary and is provided to the receiving party within thirty (30) days after such oral disclosure.

12.2 Confidentiality. Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except as set forth herein, and shall use reasonable efforts not to disclose such Confidential Information disclosed to it by the other party under this Agreement. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of such other party's Confidential Information.

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12.3 Exception. Not withstanding the above, neither party shall have liability to the other party with regard to any Confidential Information of such other party which the receiving party can demonstrate:

(i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the receiving party;

(ii) was known to the receiving party, at the time of disclosure, as demonstrated by files in existence at the time of disclosure;

(iii) was disclosed with the prior written approval of the disclosing party;

(iv) was, is presently or may be in the future independently developed by the receiving party without any use of the Confidential Information of any other party, as demonstrated by files created at the time of such independent development;

(v) became known to the receiving party, without restriction, from a source other than the disclosing party without breach of this Agreement by the receiving party and otherwise not in violation of the disclosing party's rights;

(vi) has been disclosed to third parties by the disclosing party without restrictions similar to those contained in this Agreement; or

(vii) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party shall provide prompt written notice thereof to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure.

12.4 Return of Confidential Information. Upon expiration or termination of this Agreement each party shall upon request promptly return all tangible Confidential Information received from the other party.

12.5 Survival of Confidentiality Obligations. This Article 12 will survive the termination of this Agreement, for any item of Confidential Information, for five (5) years after the disclosure of such Confidential Information to the receiving party under this Agreement.

13. CONFIDENTIALITY OF AGREEMENT.

D2 and LICENSEE agree that the terms and conditions of this Agreement shall be treated as confidential and shall not be disclosed to any third party without the

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prior written consent of the other party. Notwithstanding the statements above in this Article 13, any party may disclose any of the terms and conditions of this Agreement;

(i) as required by any court of other governmental body;

(ii) as otherwise required by law (including without limitation with regard to any registration statement filed by a party with the Securities and Exchange Commission);

(iii) to legal counsel of the parties;

(iv) in confidence, to accountants, banks, and financing sources, and other advisors or consultants of the parties;

(v) in connection with the enforcement of this Agreement or rights under this Agreement;

(vi) in confidence, in connection with an actual or proposed license, merger, acquisition, or similar transaction;

(vii) which have been previously disclosed in a joint press release by the parties hereto, or

(viii) in confidence, to a third party to the extent reasonable necessary to permit the consideration of a bona fide collaboration which would involve rights, obligations or limitations arising under this Agreement, provided that such collaboration is not prohibited under this Agreement.

In the event of any disclosure pursuant to (i) or (ii) above, the disclosing party shall use all reasonable efforts to obtain confidential treatment of materials so disclosed. The parties shall in good faith consult regarding the text of any proposed public announcement regarding this Agreement or the terms and conditions hereof before such announcement is actually made. Any press release to be issued in connection with the terms and conditions of this Agreement must be approved in advance by both parties.

14. EXPORT RESTRICTIONS

LICENSEE's distribution of products incorporating Licensed Technology shall be subject to all United States laws and regulations governing the license and delivery of technology and products abroad by persons subject to the jurisdiction of the United States. LICENSEE shall not export any such products without first

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obtaining all required licenses and approvals from the appropriate government agencies.

15. GENERAL

15.1 Governing Law. This Agreement shall be governed by and interpreted in accordance within the laws of the State of New York without reference to conflicts of laws provisions.

15.2 Venue. The parties agree that any litigation arising out of this Agreement shall be brought in the state courts in Delaware.

15.3 Partial Invalidity. If any provision in this Agreement shall be found or be held to be invalid or unenforceable in any jurisdiction in which this Agreement is being performed, then the meaning of said provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed, solely in such jurisdiction, from the remainder of this Agreement, which shall remain in full force and effect. In such event, the parties shall negotiate, in good faith, a substitute, valid and enforceable provision, effective solely in such jurisdiction, which most nearly effects the parties' intent in entering into this Agreement.

15.4 Relationship of the Parties. D2 and LICENSEE are independent contractors under this Agreement. Nothing contained in this Agreement is intended to, nor is it to be construed so as to, constitute D2 and LICENSEE as partners or joint ventures with respect to this Agreement. Employees of any party remain employees of said party and shall at not time be considered agents of or to be obligated to render a fiduciary duty to the other party.

15.5 Modification. No alteration, amendment, waiver, cancellation or any other change in any term or condition of this Agreement shall be valid or binding on any party unless the same shall have been mutually assented to in writing by both parties.

15.6 Waiver. The failure of any party of enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other parties of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by any party of any provision, condition or requirement of this agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

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15.7 Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No party may assign any of its rights, obligations or privileges (except by operation of law or other corporate reorganization) hereunder without the prior written consent of the other party, which shall not be unreasonable withheld, provided, that any party shall have the right to assign its rights, obligations and privileges hereunder to a successor in business or an acquirer of all or substantially all of its business or assets to which this Agreement pertains without obtaining the consent of the other party.

15.8 Notices. Any notice required or permitted to be given by any party under this Agreement shall be in writing, shall be addressed to the President of D2, or to the President of LICENSEE, and shall be personally delivered or set by certified or registered letter, or by telecopy confirmed by registered or certified letter, to the receiving party at its address first set forth above, or such new address as may from time to time be supplied hereunder by the receiving party. Notices will be deemed effective upon receipt.

15.9 Force Majeure. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of any party shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of the party charged with a default, including, but not limited, causes such as strikes, lockouts or other labor disputes, riots, civil disturbances, actions or inactions of governmental authorities or suppliers, epidemics, war, embargoes, were weather, fire, earthquakes, acts god, acts of the public enemy or nuclear disasters; provided, that for the duration of such force majeure the party charged with such default must continue to use all reasonable efforts to overcome such force majeure.

15.10 Entire Agreement. The terms and conditions contained in this Agreement constitute the entire agreement between the parties and supersede all previous agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be signed by duly authorized officers or representatives as of the date first above written.

LICENSEE D2 TECHNOLOGIES, INC.

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

BY: /s/ Dick Swee BY: /s/ David Y. Wong ----------------------------- -------------------------------

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PRINT NAME: Dick Swee PRINT NAME: David Y. Wong --------------------- -----------------------

TITLE: VP Engineering TITLE: President -------------------------- ------------------------------

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EXHIBIT A

LICENSED TECHNOLOGY SPECIFICATION

Basic Services:

The Basics Services algorithm group shall include the following list of standard D2 products with LICENSEE required modifications as specified in the attached Specification and the Contract for Products and Services, dated August 6, 1997:

DTMF Detection and Removal Algorithm 5007-54A Universal Tone Detection Algorithm 50030-54A Multifrequency Tone Detection Algorithm 50028-54A Tone Generation Algorithm 50015-54A Voice Activity Detection and AGC 50013-54A

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Exhibit A continued.

Detailed Signal Processing Algorithm Specification

A.1 HDLC Communications

Not included as Licensed Technology.

A.2 Voice Activity Detection

Voice Activity Detection (VAD) detects voice activity, adapts to background ambient or line noise as well as the presence of echo, classifies voice activity as early versus sustained, and assigns an effort level to the speaker that is independent of network loss.

This module is used to detect voice activity in the CP Detect state.

A.2.1 Functional requirements:

The Voice Activity Detector discriminates voice activity generated by a caller from background noise (acoustic and line noise) as well as echo and sidetones reflected back to the receive voice path. It also provides an effort level quantity that indicates the level of effort of the caller. The functional and performance requirements are specified to cover a wide range of applications, such as voice activated recordings (as in voice messaging), outbound call classification, digital speech interpolation (DSI), and voice conferencing.

1. The Voice Activity Detector classifies every block of voice data (8 ms long) as port active (early detect), speaker active (port sustained), and not active.

2. It provides a measurement that approximates the level of effort exerted by the caller. Such an approximation is made by normalizing the short term RMS of the voice signal by a longer term RMS value. The effort level varies between -32 dB and 31 dB, and is at 0 dB when the speaker is speaking at his/her normal level.

3. The Voice Activity Detector adapts to background noise up to -24 dBm. Adaptation is 200 ms when the noise level drops, and is approximately 1000 ms when noise rises.

4. The Voice Activity Detector screens out sidetone or echo as speech up to an ERL of -26 dB.

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A.2.2 Performance Requirements:

The accuracy of the voice Activity detector is measured by the rate of false detection (i.e. classifying noise or echo as voice activity) and clipping (i.e. classifying voice activity as noise or echo) under different ambient noise and echo conditions. Port active detection under different ambient noise conditions:

1. No perceptible clipping at quiet to modest noise levels of -50 dBm to -40 dBm with nominal levels of speech activity (-20 dBm average power over 2 seconds of speech). No more than 5% of voice onsets is clipped for noisy conditions (noise level from -40 dBm to -30 dBm).

2. No more than 1% of silence periods is detected as speech for the modest noise condition. No more than 2% of silence is detected as port active for noisy conditions.

3. The performance goals above is met when noise levels change during the test.

Speaker active detection under different ambient noise conditions:

1. Speech activity that lasts more than tSUSTAIN is detected as Sustained or Speaker Active.

2. The clipping requirements is better than Port Activity detection. Fewer than 0.5% of onsets/hour (2.5 per hour) for modest noise condition (-45 dBm) and fewer than 2% (10 per hour) for high noise condition (-35 dBm) have perceptible clipping.

3. False detection performance (i.e., detecting noise as speaker active) exceeds those of port activity due to tSUSTAIN criteria. No more than 1% (36 seconds per hour) of noise segments is misclassified as sustained for modest noise conditions, and no more than 2% (72 seconds per hour) of silence is detected as port active for noisy conditions.

Port active and Speaker active detection in the presence of echo:

1. Less than 1% of residual echo is detected as port active - (i.e. 36 sec. per hour) during normal operation of canceller.

2. Less than 0.1 % (i.e. 3.6 sec per hour) of residual echo is detected as speaker active or port sustained during normal operation of canceller.

3. Clipping of input speech in the presence of echo is no higher than clipping in the presence of modest to high level of noise.

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A.3 DTMF Detection

A.3.1 Functional requirements:

Table A-1 specifies the nominal frequencies for the DTMF digits that must be detected.

-------------------------------------------------------------- Nominal High Group Frequencies (Hz) 1209 1336 1477 1633 -------------------------------------------------------------- Nominal 697 1 2 3 A

Low Group 770 4 5 6 B Frequencies 852 7 8 9 C (Hz) 941 * 0 # D --------------------------------------------------------------

Table A-1: Nominal DTMF Frequencies

1. Detect the presence of all 16 DTMF digits that are produced by different phones on the market under a broad range of network conditions.

2. DTMF digit information is provided as soon as the minimum duration is met. This information is called leading edge detection. This allows the earliest possible response to the digit, such as stopping voice output.

3. The trailing edge of a DTMF digit must be detected. This allows the system to delay any response (such as playing out voice) to the digit until the user has released the DTMF key. The criteria selected for trailing edge detection will debounce DTMF digits.

4. The DSP reports leading and trailing edge in the 8 ms block that they are detected. DTMF events are not buffered.

A.3.2 Performance requirements:

Table A-2 consists of performance requirements taken from EIA-464A and Bellcore TR-TSY-000181. Also shown is D2's DTMF performance requirements, which is a superset of the EIA and Bellcore requirements.

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- -------------------------------------------------------------------------------------------------------------------- Requirement - -------------------------------------------------------------------------------------------------------------------- Characteristic Bellcore EIA/TIA-464A D2 - -------------------------------------------------------------------------------------------------------------------- Frequency Deviation +/-1.5% must accept; +/-1.5% must accept; Configurable choice of +/-3.5% must reject +/-3.5% must reject four sets of must accept/must reject: +/-2.0% accept to +/-3.0% reject; +/-2.5% accept to +/-3.5% reject; +/-3.0% accept to +/-4.0% reject; +/-3.5% accept to +/-4.5% reject. - -------------------------------------------------------------------------------------------------------------------- Minimum Tone 40 ms must accept; 23 40 ms must accept Configurable from 24 Duration ms must reject to 80 ms - -------------------------------------------------------------------------------------------------------------------- Minimum Interdigital 40 ms 40 ms Configurable from 24 Interval to 80 ms - -------------------------------------------------------------------------------------------------------------------- Minimum Cycle Time 93 ms 93 ms Configurable from 48 to 160 ms - -------------------------------------------------------------------------------------------------------------------- Accept Levels 0 to -36 dBm must 0 to -25 dBm must 0 dBm to configurable accept, -55 dBm must accept minimum (-25 to -45 reject dBm range) - -------------------------------------------------------------------------------------------------------------------- Twist (ratio of high -8 to +4 dB -8 to +4 dB Separately group power to low) configurable positive and negative twists: +/- 4, 6, 8, 10, and 12 dB - -------------------------------------------------------------------------------------------------------------------- Bellcore talkoff tape Fewer than 670 total - Fewer than 20 talkoffs talkoffs; fewer than (with default 330 talkoffs of digits 0- configuration of 2.5% 9; fewer than 170 to 3.5% frequency talkoffs of signals * deviation; 40 msec min and #. tone duration; +/- 8 dB twists; -45 dBm min accept level) - -------------------------------------------------------------------------------------------------------------------- Mitel talkoff tape - - 0 talkoffs (with default configuration) - -------------------------------------------------------------------------------------------------------------------- SNR 23 dB 15 dB 15 dB - -------------------------------------------------------------------------------------------------------------------- Impulse Noise Fewer than 14 missed Fewer than 10 errors Pass both Bellcore and or split digits in in 10,000 tones for EIA EIA/TIA-464A Bellcore Impulse Noise test #1; fewer than 500 impulse noise Tape No. 201 errors in 10,000 tones requirements for test #2 - --------------------------------------------------------------------------------------------------------------------

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- ------------------------------------------------------------------------------------------------------------------- Echo 16 dB Signal-to-Echo 10 dB Signal-to-Echo Pass both Bellcore and ratio at 20 ms; 24 dB at ratio at 20 ms EIA/TIA-464A echo 45 ms requirements - ------------------------------------------------------------------------------------------------------------------- Dial Tone DTMF Detection in the DTMF Detection in the Pass both Bellcore and presence of dial tone presence of dial tone EIA/TIA-464A at -15 dBm per dial at -16 dBm per dial requirements for tone frequency tone frequency detection of DTMF digits in the presence of dial tone - -------------------------------------------------------------------------------------------------------------------

TABLE A-2: DTMF Performance Requirements

Other performance requirements:

1. A leading edge of DTMF digit is signaled during the block in which the minimum duration is met, and the trailing edge is signaled during the block in which the minimum debounce interval is met.

2. Talk-down: DTMF detection must work reliably in the presence of echo (for the maximum allowable output voice level) and with varying levels of DTMF signals (due to network loss). D2's DTMF detector combined with the echo must meet the performance requirements of Figure A-I in the presence echo generated by playing pause-removed voice (male and female) at - 18 dBm ASL (averaged over 3 seconds) over a telephone circuit with 15 dB echo return loss (ERL).

INSERT GRAPH

Figure A-1: DTMF Talk-down Acceptance Curve

3. Debounce test: Long tones (generated by hard key presses) must not be detected as multiple tones in the presence of echo interference or line noise. Combined with the echo canceller, the DTMF detector is required to reliably debounce all DTMF digits above -18 dBm in the presence of voice levels below -15 dBm (ASL) and a telephone circuit with echo return loss (ERL) of 15 dB.

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4. Double-talk talk-off: Many voice processing hardware or semiconductor manufacturers significantly degrade the talk-off' performance of their detector in the presence of voice echo or sidetone to achieve a high level of talk-down performance. This strategy is acceptable in a pure digit-in-voice-out scenario, but for voice conferencing or voice recognition applications, voice could be present in the both the transmit and receive path. In such cases, the DTMF detector must be very robust against talk-off in double-talk situations. The talk-off requirements for D2's DTMF detector under double-talk is fewer than 66 talkoffs for the Bellcore talk-off tape.

A.4 Tone Generation

The tone generation module can be programmed to generate any single, dual or amplitude modulated tone required to meet international telecommunications specifications. This functionality is provided by the GENF module, which produces the sum or product of two independently generated sine waves as its output. Each sine wave can be individually parameterized.

A.4.l Functional requirements:

The GENF module is designed to generate a wide range of DTMF, Call Progress Signals, MF Rl/R2, and miscellaneous tones. In order to meet or exceed international telecommunication specifications, GENF must meet or exceed the following functional requirements.

1. Independent arguments shall be supplied for each frequency for dual tones that GENF generates. Single tones are generated by specifying that one of the dual tone's frequencies is 0 Hz.

2. Independent arguments shall be supplied for the carrier and modulation frequencies for amplitude modulated tones that GENF generates.

3. Arguments shall be supplied that allow the frequency of a tone to be set in the range of 0 to 4000 Hz in 1 Hz units.

4. Arguments shall be supplied that allow the output power to be set in the range of +3 to -50 dBm in 0.5 dB steps.

5. Arguments shall be supplied that allow an amplitude modulated tone's modulation percentage to be set in the range of 0 to 300% in 1% units.

6. The tone duration (make time) shall be specified in 1 ms units. Tone durations shall be specified in the range of 0 to 8191 ms.

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7. An unlimited tone duration shall be specified by setting the make duration to -1.

8. The silence duration between tones (break time) shall be specified in 1 ms units. Silence durations shall be specified in the range of 0 to 8191 ms.

9. An unlimited silence duration shall be specified by setting the make duration to -1 and setting both frequencies of a dual tone to 0 Hz.

10. The GENF module shall allow tones to be generated that meet or exceed EIA/TIA-464 requirement for DTMF and call progress tone generation.

11. The GENF module shall allow tones to be generated that meet or exceed CCITT Blue Book Volume VI Fascicle VI.4 recommendations Q.310-Q.490 requirements for MF R1 and R2 tone generation.

12. The GENF module shall generate tones with one to three unique cadence pairs (on/off pairs).

A.4.2 Performance Requirements

1. Frequency accuracy shall exceed 1 Hz. 2. Level accuracy shall exceed 0.5 dB. 3. Timing information shall exceed 1 ms accuracy.

A.5 Universal Tone Detector

A.5.l Overview

The Universal Tone Detector (UTD) is a high configurable tone detector. By changing parameters, this algorithm can classify a wide range of single and dual tone call progress signals generated in a wide variety of countries.

A.5.2 General

Since different tones need different detection heuristics, and tones may have multiple specifications, each tone is tagged with a tone category identifier.

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----------------------------------------------- Tone Category Call Progress Signal ----------------------------------------------- 1 Modem 2 FAX CNG 3 Audible Ringback 4 Busy 5 Reorder or Congestion 6 Number Unobtainable 7 SIT 8 Dial tone 9 Unknown Tone -----------------------------------------------

Table A-3: Tone Categories

In addition to specifying a tone category, the parameters include a value that is returned to the application when the tone is detected. This parameter need not be unique. This allows multiple specifications to report the same tone event to the application. UTD is table driven. Using this approach, the tone detector searches parameter tables for a matching tone. When a tone matches, the tone code determines the heuristics necessary to completely classify the tone. Also, the tones must be specified in a way that a set of parameters corresponds to either a single tone, a dual tone, or an amplitude modulated tone.

--------------------------------- Code Tone Type --------------------------------- 0 Single Tone 1 Dual Tone 2 Modulated Tone ---------------------------------

Table A-4: Call Progress Tone Types

A.5.3 General Functional Requirements

UTD functionally combines a single tone detector and a dual/modulated tone detector into a single module. UTD combines the results of these detectors into a single result. UTD has the following requirements.

1. The DSP shall indicate that the first ringback has started after at least 400 ms of ringback like signal has been processed, as long as no other tone type is early detected. If more than one type of tone is early detected, the first ringback reporting shall be delayed until either cadence information disqualifies the other types, or tone precedence is used as a 'tie-breaker'.

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2. The DSP shall indicate ringback has stopped when ringback is no longer detected.

3. The DSP shall indicate a busy tone has been detected after the requisite number of make and break intervals have been processed, and no other tone category is still a candidate for detection.

4. The DSP shall indicate a reorder tone has been detected after the requisite number of make and break intervals have been processed, and no other tone category is still a candidate for detection.

5. The DSP shall indicate a number unobtainable tone has been detected after the requisite number of make and break intervals have been processed, and no other tone category is still a candidate for detection.

6. In the event that more than one tone is a candidate for detection, detection is delayed until all characteristics that may disqualify any of the candidates are tested (for example, waiting for multiple cadence pairs to occur). If there is still more than one potential tone after all differentiating features have been exhausted, then the tone with the highest precedence is detected. Also, if the tone ceases prior to singling out one candidate tone, then the tone with the highest precedence is detected. Precedence is shown in Table A-3.

7. The DSP shall supply an early detect flag. This flag shall be valid after the detector has processed no more than 72 ms of a tone. If more than one tone category is early detected, then the early detect flag shall indicate the tone category with the highest precedence.

8. The DSP shall indicate that a modem has been detected if a single tone falls within the specified frequencies for modem tones, the minimum make interval has been exceeded while the average tone power is in excess of the minimum power requirement, and no other tone category is still a candidate for detection.

9. The DSP shall indicate that a FAX CNG tone has been detected if a single tone falls within the specified frequencies for a CNG tone, the requisite number of on/off cadences have been processed, and no other tone category is still a candidate for detection.

10. The DSP shall indicate that a SIT tone has been detected if at least two of the three segments of possible SIT tones have been detected for at least the minimum interval in excess of the minimum power requirement.

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11. The DSP shall indicate that an Unknown tone has been detected when it has been determined that a tone has been detected that falls within the specified frequencies for an Unknown tone, the minimum duration has been exceeded, and the tone does not match and other category tones.

A.5.3.1 TONE DETECTOR PERFORMANCE REQUIREMENTS

A.5.3.1.1 Single Tones

There are four types of parameters that shall be used to control single tone detection. The variation of each parameter shall be limited by the constraints listed in Table A-5.

------------------------------ Minimum Maximum -------------------------------------------------------------- Frequency 300 Hz 3300 Hz -------------------------------------------------------------- Bandwidth 0 Hz 1800 Hz -------------------------------------------------------------- Duration 100 msec 32760 msec -------------------------------------------------------------- Minimum Power Level -45 dBm 3 dBm --------------------------------------------------------------

Table A-5: Single Tone Detection Constraints

The frequency detection range shall be specified the Frequency and Bandwidth parameters. Figure A-2 shows the relationship of these parameters. Note that the bandwidth specification is symmetric about the center frequency. The Frequency and Bandwidth parameters define a must detect range. The detector shall not use frequency criteria to reject any tones which are within the range specified Frequency/Bandwidth parameters. Tones whose frequencies are outside but close to frequency range may be detected.

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INSERT GRAPH

Figure A-2: Frequency Domain Representation of tone parameters for a Single Tone

If the Power Level of the detected parameter is greater than the minimum power specified by the parameters, the signal shall not be rejected by Power Level heuristics. Duration parameters are used to set the allowable duration of a tone. Minimum and maximum tone durations may be specified (make durations). Also, minimum and maximum silence durations between tones may be specified.

A.5.3.1.2 Dual Tones

Dual tones are created by summing two sinusoids. Since each tone can be isolated in the frequency domain, dual tones are specified as a pair of single tones. Parameters for each tone of a dual pair use the same constraints as single tones. Namely, frequency1 is the center frequency of the lower tone, and bandwidth1 specifies its frequency tolerance. The same is true for frequency2 and bandwidth2 for the high tone. Figure A-3 shows the definition of the frequency and bandwidth parameters for a dual tone.

INSERT GRAPH

Figure A-3: Frequency Domain Representation of Tone Parameters for a Dual Tone

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Not all dual tones are detectable by UTD. A dual tone shall detected only when the difference between the two component frequencies is greater than 10 Hz and less than 230Hz.

A.5.3.1.3 Amplitude Modulated Tones

Amplitude modulated tones are created by multiplying two sinusoids. When analyzed in the frequency domain, a modulated tone looks like three tones. Figure A-4 shows the frequency spectrum for a modulated tone.

The tone whose frequency is the average of the other tones is the carrier. The other two tones can be referred to as side lobes. For amplitude modulated tones, frequencyl and bandwidth1 specify the low sidelobe and its tolerance, while frequency2 and bandwidth2 specify the high sidelobe and its tolerance.

INSERT GRAPH

Figure A-4: Frequency Domain Representation of Tone Parameters for an Amplitude Modulated Tone

As with dual tones, not all modulated tones will be detected by UTD. Modulated tones shall be detected if the difference between the carrier frequency and the sidelobes is between 10 Hz and 230 Hz.

A.5.3.l.4 Precedence

By assigning a detection precedence to the classification process, tone frequency ranges can overlap. When a tone's parameters fall into a range shared by two or more signals, the signal is classified as the one with the highest precedence.

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------------------------------------------- Precedence Call Progress Signal

------------------------------------------- 1 Modem 2 FAX CNG 3 Audible Ringback 4 Busy 5 Reorder or Congestion 6 Number Unobtainable 7 SIT 8 Dial Tone 9 Unknown Tone -------------------------------------------

Table A-6: Tone Detection Precedence

Table A-6 shows the precedence of typical tones that the UTD module detects. Modem signals have the highest precedence, and Unknown tones have the lowest. Therefore, the frequency range of unknown tones can safely overlap the other tone ranges without causing tones to be misclassified. If the range for Unknown tones is allowed to be the maximum range allowed by the detector, any detected tone that is unclassified would be designated as Unknown.

A.5.3.1.5 North American Call Progress Signal Detection

Functional Requirements:

The tables below specify the frequencies, power levels, and cadence of the Bellcore and EIA-464A call progress tones.

- -------------------------------------------------------------------------------- Frequency (Hz) Power Level (dBm) - -------------------------------------------------------------------------------- Name 350 440 480 620 Per Frequency Combined - -------------------------------------------------------------------------------- Audible Ring X X -22.5 +/- 1.5 - -------------------------------------------------------------------------------- Busy X X -27 +/- 1.5 - -------------------------------------------------------------------------------- Dial Tone X X -17.5 to -15 -13 to -14.5 - -------------------------------------------------------------------------------- Intercept X X -20 +/- 1.5 - -------------------------------------------------------------------------------- Reorder X X -27 +/- 1.5 - --------------------------------------------------------------------------------

Table A-7: Call Progress Tone Frequency and Power Requirements

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- ------------------------------------------------------------------------------- Audible ring (ring- repetition of the tone on for 0.8 to 2.2 seconds, and back) off for 2.7 to 4.4 seconds - ------------------------------------------------------------------------------- Busy repetition of the tone on for 0.5+/-0.05 seconds, and off for 0.5 +/-0.05 seconds - ------------------------------------------------------------------------------- Dial steady uninterrupted - ------------------------------------------------------------------------------- Intercept repetition of an alternating sequence, of the two frequencies each being on for 0.16 to 0.30 seconds with a total cycle time of 0.5 +/-0.05 seconds - ------------------------------------------------------------------------------- Reorder (fast busy) repetition of the tone on for 0.25+/-0.025 seconds, and off for 0.25+/-0.025 seconds - -------------------------------------------------------------------------------

Table A-8: Call Progress Tone Cadence

Performance Requirements:

1. Frequency Deviation: Even though the generator is required to meet a frequency tolerance per tone of +/-0.5%, the detector needs to allow for a wider frequency tolerance due to variations in generators and line distortions. The CP detector detects all tones whose component frequencies deviate less than 1% from nominal.

2. Twist: The CP detector detects all tones whose twist is less than +/-4 dB.

3. Dynamic Range: The CP detector exhibits a minimum dynamic range of 25 dB.

4. Cadence: The CP detector must detect call progress tones whose cadence is within +/-10%.

5. Talkoff: The CP detector makes no false detections in 12 hours of testing with voice at -15 to -18 dBm ASL.

A.5.3.1.6 FAX CNG Tone Detection

The standard connection protocol for automatic connection of a FAX modem requires that the calling FAX modem generate a calling tone (CNG). Hence for incoming calls, the EVP software has to detect a CNG signal. When CNG is detected, EVP alerts the Core Processor to redirect the call to a FAX machine or a FAX modem embedded within the call processing system.

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Functional Requirements:

Detect the presence of the FAX calling tone (CNG). A CNG signal is defined as follows.

INSERT GRAPH

Figure A-5: Fax calling tone (CNG)

a) The CNG tone is within 38 Hz of nominal frequency.

b) The timing tolerance of a CNG tone is +/-15%.

c) The power of a CNG tone is between 0 and -43 dBm.

Performance Requirements:

1. The detector does not miss any CNG signals on a prerecorded tape containing 50 CNG tone samples collected from S different FAX machines.

2. The detector does not miss any CNG signals from the same FAX machines connected to a local CO with a noise level of less than -45 dBm.

3. The detector misses less than 0.5% of CNG signals (generated at -10 dBm) when compressed voice is output at a level of-15 dBm or less (average over 3 seconds) into a network whose ERL is greater than 15 dB.

4. The detector does not falsely detect more than 1 CNG tone per 5 hours of voice (based on Bellcore recorded talk radio voice tapes.)

A.5.3.1.7 Modem Tone Specification

All answering modems that conform to the ITU V.25 answering sequence present a 2100 Hz tone 1.8 to 2.5 seconds after answering the telephone line. Figure A-6 and Figure A-7 show the timing of the answering tone (ANS). In Figure A-6, the 2100 Hz

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tone reverses phase every [tau] intervals. These phase reversals disconnect echo cancellers and echo suppressors from the network. According to ITU G.164, phase reversal shall be accomplished such that the phase is within 180 +/-10 degrees in 1 ms and that the amplitude of the 2100 Hz tone is not more than 3 dB below its steady state value for more than 400 musec.

INSERT GRAPH

Figure A-6: Timing for Answering Modem with Phase Reversal

A timing diagram for an answering modem without phase reversal is shown in Figure A- 7. The timing is identical with that of phase reversing tone except for the reversal timing.

INSERT GRAPH

Figure A-7: Timing for Answering Modem without Phase Reversal

Table A-9 contains the nominal frequency, power, and duration requirements for

------------------------------------------------ Minimum Maximum Unit --------------------------------------------------------------------- Frequency 2085 2115 Hz --------------------------------------------------------------------- Duration 2.6 4.0 seconds --------------------------------------------------------------------- Power -18.0 -6.0 dBm0 ---------------------------------------------------------------------

generating modem tones as derived from V.25 and G.164.

Table A-9: Modem Tone Generation Requirements

Performance Requirements:

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1. The detector does not miss any modem answer tone on a pre-recorded tape containing 50 modem answer tone samples collected from 5 different data modems.

2. The detector does not miss any modem answer tone signals from the same data modem connected via a local CO with a noise level of less than -45 dBm.

3. The detector does not miss more than 0.5% of modem answer tones (generated at -10 dBm) when compressed voice is played at a level of -15 dBm (ASL) or lower into a network connection with ERL greater than 15 dB.

4. The detector does not falsely detect the presence of a modem answer tone more than once per 5 hours of voice (using Bellcore recorded talk radio voice tapes).

5. There is no talkdown performance requirement. The near end is always silent and does not interfere with far end modem ANS signals.

6. There shall be fewer than 1 talkoff in 5 hours of call classification when the detector is programmed with the recommended parameters. Assuming that each call is resolved within an average time of 10 seconds, there shall be less than 1 talkoff in 1800 calls.

A.5.3.1.8 Three Tone Sequences

Most countries that generate Special Information Tones (SIT) use a three tone sequence. SIT sequences are generated by various central offices or common carrier switching points to indicate a problem with the dialed call. A SIT tone sequence generally precedes a recorded voice announcement such as the number you have dialed is no longer in service... and is provided specifically for the purpose of detection of the problem type by an automated device.

There are two popular types of SIT sequences. The first type is used mainly in Europe. It consists of a sequence of three tones of identical durations. The second type is the one used in North America. There are several North American SIT sequences that are encoded using various combinations of frequency and duration for each of the three tones. The encoding has been standardized by Bellcore.

Performance Requirements:

1. The UTD shall handle both types of sequences.

2. There is no talkdown performance requirement. The near end is always silent and does not interfere with far end SIT signals.

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3. There shall be fewer than 1 talkoff in 5 hours of voice when the detector is programmed with the recommended parameters. Assuming that each voice call is has an average of 2 seconds of voice, there shall be fewer than 1 talkoff in 9000 calls.

A.5.3.1.9 Unknown Tone

Any single tone, dual tone, amplitude modulated tone or single tone sequence that is not classified as a CP, SIT, CNG or modem ANS tone, shall be reported as an unknown tone.

Performance Requirements:

1. Talkdown performance requirement [TBD]

2. There shall be fewer than 1 talkoff in 5 hours of voice when the detector is programmed with the recommended parameters (minimum tone duration 400 ms). Assuming that each voice call is has an average of 2 seconds of voice, there shall be fewer than 1 talkoff in 9000 calls.

A.6 Multifrequency Tone Detection (MFD)

The MFD algorithm module detects the presence of Rl, R2 Forward, and R2 Backward Multi frequency (MF) tones under a broad range of network conditions and under international telecommunications specifications.

A.6.1 Functional requirements:

Table A-10, Table A-11, and Table A-12 specify the nominal frequencies for the MF digits that must be detected.

- ----------------------------------------------------------------------- F1 (Hz) F2 (Hz)

900 1100 1300 1500 1700 ------------------------------------------------------------- 700 1 2 4 7 Spare 900 -- 3 5 8 Spare 1100 -- -- 6 9 KP 1300 -- -- -- 0 Spare 1500 -- -- -- -- ST - ----------------------------------------------------------------------- Table A-10: Nominal MF R1 Frequencies and corresponding digit definitions

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- ----------------------------------------------------------------------- F1 (Hz) F2 (Hz) 1500 1620 1740 1860 1980 ------------------------------------------------------------- 1380 1 2 4 7 11 1500 -- 3 5 8 12 1620 -- -- 6 9 13 1740 -- -- -- 10 14 1860 -- -- -- -- 15 - -----------------------------------------------------------------------

Table A-11: Nominal MF R2 Forward Frequencies and corresponding combination numbers

- ----------------------------------------------------------------------- F1 (Hz) F2 (Hz) 1020 900 780 660 540 ------------------------------------------------------------- 1140 1 2 4 7 11 1020 -- 3 5 8 12 900 -- -- 6 9 13 780 -- -- -- 10 14 660 -- -- -- -- 15 - -----------------------------------------------------------------------

Table A-12: Nominal MF R2 Backward Frequencies and corresponding combination numbers

1. Be configurable to detect either R1, R2 forward, or R2 backward MF digits on a per-call basis.

2. Detect the presence of all 15 R1, 15 R2 Forward, and 15 R2 Backward digits under a broad range of network conditions.

3. MF digit information is provided as soon as the minimum duration is met. This information is called leading edge detection. This allows the earliest possible response to the digit, such as in compelled signaling.

4. The trailing edge of a MF digit must be detected. This allows the system to delay any response (such as in compelled signaling) to the digit until it is removed. The criteria selected for trailing edge detection will debounce MF digits.

5. The DSP reports leading and trailing edge in the 8 ms block that they are detected. MF events are not buffered.

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A.6.2 R1 Detection Performance requirements:

Table A- 13 consists of MF R1 tone detection performance requirements taken from CCITT/ITU Q310-Q331 and Bellcore TR-NWT-000506. Also shown is D2's MF R1 performance requirements, which is a superset of the CCITT and Bellcore requirements.

- ------------------------------------------------------------------------------------------------------------------ Requirement - ------------------------------------------------------------------------------------------------------------------ Characteristic Bellcore CCITT/ITU D2 - ------------------------------------------------------------------------------------------------------------------ Frequency Deviation +/-(1.5% + 5 Hz) must +/-1.5% must accept Configurable choice of accept three sets of must accept frequency tolerance: +/-(1.5% + 5 Hz), +/-(1.5% + 10 Hz), +/-(1.5% + 15 Hz) - ------------------------------------------------------------------------------------------------------------------ Tone Duration KP signal >/= 54 ms >/=30 ms must accept Minimum duration is must accept; must reject steps, from 28 ms up. All others: >/=30 ms Can be configured for must accept; /=30 ms must accept; must reject - -------------------------------------------------------------

----------------------------------------------------- Minimum Interdigital Must accept Must accept Minimum interdigital Interval interdigital intervals interdigital intervals interval is configurable >/=25 ms. Must bridge >/=20 ms in 4 ms steps. Can be interdigital intervals configured for >/=20 ms - ------------------------------------------------------------------------------------------------------------------ Minimum Cycle Time Up to 10 pulses per - >10 pulses per second second (100 ms cycle ( time) - ------------------------------------------------------------------------------------------------------------------ Accept Levels 0 to -25 dBm must - Minimum power is accept configurable from -25 frequency - ------------------------------------------------------------------------------------------------------------------ Twist (ratio of high group power to low) accept accept accept - ------------------------------------------------------------------------------------------------------------------ SNR (white noise) 20 dB - 20 dB - ------------------------------------------------------------------------------------------------------------------ Impulse Noise Fewer than 14 missed - Fewer than 14 missed or split digits in or split digits in Bellcore Impulse Noise Bellcore Impulse Noise Tape No. 201 Tape No. 201 - ------------------------------------------------------------------------------------------------------------------

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- ------------------------------------------------------------------------------------------------------------------ Disturbing Frequencies Detection in the - Detection in the presence of 2A-B and presence of 2A-B and 2B-A modulation 2B-A modulating products 28 dB below products 28 dB below each frequency each frequency component level of the component level of the signals. signals - ------------------------------------------------------------------------------------------------------------------

Table A-13: MFD R1 Detection Performance Requirements

A.6.3 R2 Detection Performance Requirements

Table A- 14 shows the MF R2 tone detection performance requirements taken from CCITT/1TU Q400-490. The MFD module is required to pass all CCITT/ITU requirements.

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- -------------------------------------------------------------------------------------------------------- Characteristic CCITT/ITU Requirement CCITT/ITU Requirement - -------------------------------------------------------------------------------------------------------- Frequency Deviation +/-10 Hz must accept Configurable choice of three - -------------------------------------------------------------------------------------------------------- sets of must accept frequency tolerance: +/-10 Hz +/-15 Hz +/-20 Hz

- -------------------------------------------------------------------------------------------------------- Tone Duration Must reject signals - ----------------------------------------------------------------------------------------------- --------- Minimum response time for R2 detect delay + generate detect delay + generate delay compelled signaling delay detect delay + decision detect delay + decision delay + delay + generate delay - -------------------------------------------------------------------------------------------- ------------ Accept Levels -5 dBm0 to -31.5 dBm0 must Minimum power is detect; configurable from -25 dBm to -38.5 dBm0 must reject -45 dBm per frequency - -------------------------------------------------------------------------------------------------------- Twist (ratio of high group power to low) adjacent frequencies; for adjacent frequencies; non-adjacent frequencies; for non-adjacent frequencies 20 ddB twist must reject 20 dB twist must reject - --------------------------------------------------------------------------------------------------------

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

Disturbing Frequencies Must not falsely detect due to Must not falsely detect due to any one or more valid R2 any one or more valid R2 frequencies at -55 dBm per frequencies at -55 dBm per frequency. frequency. In the presence of a valid R2 In the presence of a valid R2 tone, no missed detections and tone, no missed detections and no false detections due to any no false detections due to any of the remaining frequencies at of the remaining frequencies at 20 dB below the highest of the 20 dB below the highest of the MF tone pair. MF tone pair. Must not falsely Must not falsely detect due to: detect due to: 1. Any 1 or 2 pure sine waves, 1. Any 1 or 2 pure sine waves, each at -38.5 dBm0, 300-3400 each at -38.5 dBm0, 300-3400 Hz. Hz. 2. Any 1 or 2 pure sine waves, 2. Any 1 or 2 pure sine waves, each at -42 dBm, 300-3400 Hz. each at -42 dBm, 300-3400 Hz. 3. Forward detector: Any 2 3. Forward detector: Any 2 pure sine waves, each at -5 pure sine waves, each at -5 dBm, 330-1150 Hz or 2130-3400 dBm, 330-1150 Hz or 2130-3400 Hz. Hz. 4. Backward detector: Any 2 4. Backward detector: Any 2 pure sine waves, each at -5 pure sine waves, each at -5 dBm, 1300-3400 Hz. dBm, 1300-3400 Hz. - -------------------------------------------------------------------------------------------------------- Transmitted signal interference Must not falsely detect due to Must not falsely detect due to generation of outgoing MF generation of outgoing MF digits. digits. - --------------------------------------------------------------------------------------------------------

Table A-14: MFD R2 Detection Performance Requirements

A.7 MFcR2 compelled signaling

In order to pass the CCITT requirements for compelled signal timing, the following additional requirements are made on the MFD detector:

1. The MFD detector shall detect the leading edge of an R2 digit after processing no more than 24 ms of the digit.

2. The MFD detector shall detect the trailing edge of an R2 digit after processing no more than 16 ms of the silence following the digit.

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EXHIBIT B

LICENSEE PRODUCT DESCRIPTION

Service Resource Module (SRM) for high density programmable switching systems.

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EXHIBIT C

DEVELOPMENT, MAINTENANCE, AND RUNTIME LICENSE FEE SCHEDULE

DEVELOPMENT LICENSE FEES: LICENSED TECHNOLOGY FOR THE BASIC SERVICES SPECIFIED IN EXHIBIT A

Development license fees are specified in PO #104962.

50% of which has already been paid to D2 and the final 50% to be paid upon the delivery and acceptance of the Licensed Technology for Basic Services by Licensee in accordance with Article 4 of this Agreement.

MAINTENANCE FEES: LICENSED TECHNOLOGY FOR THE BASIC SERVICES SPECIFIED IN EXHIBIT A

The Maintenance Fee after the expiry of the Warranty period shall be $20,000 per year, starting from the date after the Warranty period (Contract Year),

renewable at the end of each Contract Year.

In the event that during the four consecutive calendar quarters which begin immediately after the start of a Contract Year, LICENSEE completes payments to D2 of one hundred thousand dollars in Runtime License Fees under this Agreement, D2 will apply a credit equaling to 100% of the Maintenance Fee against the Runtime License Fees of that Contract Year.

In the event that LICENSEE exercises the Buy Out option for Runtime License Fees, there shall be no Maintenance Fee for the first three years after the expiry of the Warranty period.

RUNTIME LICENSE FEES: LICENSED TECHNOLOGY FOR BASIC SERVICES SPECIFIED IN EXHIBIT A AND SIMPLE CONFERENCING TECHNOLOGY

A runtime license fee shall be paid for each SRM in the Licensee Product (Exhibit B) which contains the Licensed Technology for Basic Services and simple conferencing which does not require network echo cancellation technology (Exhibit A) sold by LICENSEE. Licensee Products which do not run the Licensed Technology are not subject to runtime license fees.

The runtime license fee is based on the number of ports of service that a customer can expect the SRM to provide. As such, this runtime license fee calculation may be used for an SRM with any number of DSP processors (DSPs), with any MIPS

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performance rating, as long as it is from the TI TMS320C54x, TMS320C55x, or TMS320C6x processor family.

Fee_per_SRM = Fee_per_Port * DSPs_per_SRM * Average_Ports_per_DSP

Where:

Fee_per_SRM is the runtime license fee for each SRM. Fee_per_Port is on Table 1. DSPs_per_SRM is the number of DSPs on each SRM. Average_Ports_per_DSP is defined below.

----------------------------------------------------------- total quantity of processors licensed Fee_per_port ----------------------------------------------------------- 1-5,000 $2.00 ----------------------------------------------------------- 5,001 - 25,000 $1.00 ----------------------------------------------------------- 25,001 - 50,000 $0.75 ----------------------------------------------------------- 5,001 - 75,000 $0.50 ----------------------------------------------------------- > 75,000 $0.00 -----------------------------------------------------------

Table 1. Fee per port

If LICENSEE commits to purchase licenses for a minimum of 10,000 processors for the first year after first customer shipments, the fee_per_port will be reduced for $1.00 for the first 5,000 processors.

The SRM will provide 5 Basic Services and simple conferencing (which does not require network echo cancellation):

1. DTG -- Digital Tone Generation (static channels and outpulsing) 2. CPA -- Call Progress Analysis (with Voice Activity Detection) 3.- DRC -- DTMF Detection 4. MFR(1) -- Multifrequency Reception (1) 5. MFCR2 -- Multifrequency Reception and Transmission, Compelled R2

To determine the Average ports per DSP, the completed software will be tested in a heavily-loaded VCO/20 to determine the maximum number of ports that a single DSP processor performing each of the Basic Services can reliably satisfy. This

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maximum will be documented in Table 2 below, and will be encoded in software, to prevent a customer from exceeding it.

This maximum will vary depending on the DSP processor speed, so a separate measurement will have to be done for SRMs containing faster processors. Due to system limitations, this number will never exceed 63.

The number of ports supported for each of the Basic Services, per DSP processor, will be averaged (arithmetic mean) to create an average number of ports per DSP (Average_Ports_per_DSP). Because of the computational simplicity of the DTG Service, it will not be included in this calculation:

Average_Ports_per_DSP = (#CPA + #DRC + #MFR1 + #MFCR2)/4

- -------------------------------------------------------------------------------- Service Predicted Measured Included in

Maximum # Ports Maximum # Ports Average? - -------------------------------------------------------------------------------- DTG 63 To be measured Not included - -------------------------------------------------------------------------------- CPA 30 To be measured Included - -------------------------------------------------------------------------------- DRC 30 To be measured Included - -------------------------------------------------------------------------------- MFR1 30 To be measured Included - -------------------------------------------------------------------------------- MFCR2 30 To be measured Included - --------------------------------------------------------------------------------

TABLE 2. MEASURED PERFORMANCE OF SERVICES

CAP: The runtime license fees is fully paid up after it reaches the CAP, which is the cumulative runtime license fees paid by LICENSEE for the first 75,000 processors as specified in Table 1 above. The CAP is cumulative across the Texas Instruments TMS320C54x, TMS320CSSx, and TMS320C6x, and other TI processors based on the same core processor architecture.

BUYOUT OPTION: Within the Warranty period, LICENSEE may elect to pay D2 a sum of $1,400,000 as a one time paid-up runtime license fees for the Basic Services specified in Exhibit A.

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EXHIBIT D

MODEL LICENSEE AGREEMENT FOR LICENSEE PRODUCT

SOFTWARE LICENSE

Licensed Technology incorporated in LICENSEE Product, together with Updates and New Versions thereof, are provided to LICENSEE's Customer under a non-exclusive worldwide license subject to the following terms:

1. LICENSEE's Customer shall have the right to distribute copies of the Licensed Technology to end users in Object Code form either directly or indirectly through others for use in connection with the LICENSEE Product. LICENSEE's Customer shall require that such end users agree to protect D2's and LICENSEE's intellectual property rights in the Licensed Technology as set forth in this LICENSEE's Customer Agreement.

2. LICENSEE's Customer shall have the right to reproduce the Licensed Technology for distribution and make a reasonable number of copies of the Licensed Technology for backup or archival purposes.

3. LICENSEE's Customer shall not have the right to modify, reverse engineer, decompile or derive Source Code from the Licensed Technology, nor shall LICENSEE's Customer permit any third party to do so. LICENSEE's Customer shall not have the right to disclose the Licensed Technology except as permitted herein.

4. LICENSEE's Customer shall have the right to transfer a licensed copy of the Licensed Technology to a third party provided LICENSEE's Customer does not retain any copies of such licensed copy and the third party agrees to abide by the terms and conditions of this LICENSEE's Customer Agreement. All Licensed Technology must be transferred upon a change in title of any hardware in which it was installed.

5. LICENSEE's Customer agrees that D2 or LICENSEE retain the entire right and title to Licensed Technology.

6. The provisions of this Article (paragraphs 1 through 6 preceding) shall survive the termination or expiration of this LICENSEE's Customer Agreement.

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EXHIBIT E

1. Development and Back-up Computers

Computer Manufacturer and Model Serial Number Dev/Backup

(1) -- --

(2) -- --

(3) -- --

1. FORMAT OF Licensed Software Media

(1) -- --

(2) -- --

(3) -- --

Date:

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EXHIBIT F

Acceptance Test Specification

To be provided by D2 and LICENSEE within 90 days of effective date of this Agreement.

Software License D2 Technologies, Inc. and Maintenance Agreement August 4, 1997 CONFIDENTIAL
[A]:
Highlight the parts (if any) of this contract related to Warranty Duration that should be reviewed by a lawyer. Details: What is the duration of any warranty against defects or errors in technology, products, or services provided under the contract?