In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

[EX Q]: EXHIBIT 10.46

WEB HOSTING AGREEMENT

This agreement shall void and nullify any and all previous agreements to this date between Galacticomm and Horst Entertainment Inc.

There shall be no additional fees of any kind paid to Galaticomm, other than those stated within this agreement for software usage and/or bandwidth usage.

Horst Entertainment agrees to pay Galactcomm $0.01 (one cent) per access up to 400,000 accesses thereafter payment shall be $0.005 (one-half cent) per access. Horst Entertainment shall send this amount to Galacticomm by no later than Wednesday for accesses used from the previuos week (Monday thru Sunday).

Galacticomm must provide a person(s) to correct any technical problems (Server being down or inaccessible) 24 hours per day, 7 days per week. This person(s) must be available by beeper or telephone. Horst Entertainment shall provide this same 24 hour service at the broadcast location.

In the event Galacticomm, Inc. chooses to terminate this agreement, Horst Entertainment Inc. will have the right to purchase a license copy of the software in the amount of $15,000.00.

All parties have read and fully agree to all terms and conditions as set forth in this Web Hosting Agreement. Any disputes arising herein shall be settled in a court in FLorida.

/s/ Yannick Tessier 9/9/97 - ----------------------- ------ Galacticomm Date

[ILLEGIBLE] HORST 9/9/97 - ------------------------- ------ Horst Entertainment Inc. Date
Question: Highlight the parts (if any) of this contract related to License Grant that should be reviewed by a lawyer. Details: Does the contract contain a license granted by one party to its counterparty?
[EX A]: In the event Galacticomm, Inc. chooses to terminate this agreement, Horst Entertainment Inc. will have the right to purchase a license copy of the software in the amount of $15,000.00.

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

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

dated 10 October 2000

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

concluded between: EuroTel

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

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Table of contents

1 INTRODUCTION 4

1.1 Standard service 4

1.2 Over all responsibilities 4

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

2 PROCEDURES FOR SUPPORT 5

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

2.2 Procedures for incidents 5

2.3 Main flowchart 6

3 RESPONSE TIME 8

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

3.2 Emergency priority 8

4 CHANGE MANAGEMENT 9

4.1 Responsibilities 9

4.2 Procedures 9

5 ADDITIONAL SUPPORT 9

5.1 Remote support outside working hours 10

5.2 On-site support 10

6 PRICING 10

6.1 Pricing for standard service 10

6.2 Pricing for additional support 11

7 GENERAL TERMS AND CONDITIONS FOR MAINTENANCE AND SUPPORT 12

7.1 Introduction 12

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7.2 Definitions 12

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

7.4 Co-operation by EuroTel 14

7.5 Term and termination 14

7.6 Liability 15

7.7 Assignment 15

7.8 Changes to the contract 15

7.9 Counterparts 16

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1 Introduction

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

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

1.1 Standard service

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

o HotLine support (resolving of incidents)

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

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

o Change Management

The following service is charged:

o Installation costs if on-site support is required

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

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

1.2 Over all responsibilities

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

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

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

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

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

1.3 Additional service on request (as per clause 5)

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

2 Procedures for support

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

The HotLine can be reached as follows:

Phone:

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

Fax:

+41 41 360 10 29

Trouble Ticket:

http:www.swissgsm.ch/gnats/SKEUROTEL

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

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

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

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

2.2 Procedures for incidents

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

The following procedures are applicable:

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

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

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

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

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

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

2.3 Main flowchart

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

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

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3 Response time

3.1 Response time for hotline

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

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

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

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

3.1.1 Working hours at Sicap Ltd

The working hours for Sicap Ltd, ISC are:

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

Public holidays in Switzerland are:

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

3.2 Emergency priority

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

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The following standard procedure shall apply in such a case:

emergency case happens:

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

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

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

4 Change management

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

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

Changes can consist of:

o Patches o Releases (also named upgrades)

4.1 Responsibilities

Under Change Management, Sicap Ltd has the responsibility to:

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

EuroTel has the responsibility to:

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

4.2 Procedures

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

5 Additional support

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

5.1 Remote support outside working hours

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

5.2 On-site support

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

6 Pricing

6.1 Pricing for standard service

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

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

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

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

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

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

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

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

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6.2 Pricing for additional support

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

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7 General terms and conditions for maintenance and support

7.1 Introduction

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

7.2 Definitions

SICAP(R) software:

Specific software which has been supplied by Sicap Ltd

SICAP(R) module:

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

System:

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

Change management:

Management of change requests

Configuration item:

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

Incident:

A deviation from the normal behaviour of the System:

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

Patch:

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

Problem:

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

Release / upgrade:

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

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Response time:

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

Subcontractor:

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

Third party:

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

Working days/hours:

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

7.3 Remuneration

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

7.3.1 Prices

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

7.3.2 Price adjustments

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

7.3.3 Costs and expenses

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

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

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

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

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

7.4 Co-operation by EuroTel

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

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

EuroTel shall prevent:

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

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

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

7.5 Term and termination

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

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

The prices remain valid for the first 12 months.

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

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

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

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

7.6 Liability

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

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

7.7 Assignment

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

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

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

7.8 Changes to the contract

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

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

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

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7.9 Counterparts

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

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

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

Place: Place:

Date: Date:
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party's obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
[EX A]: Sicap Ltd's liability for indirect loss, including consequential loss, loss of profit, lost savings and loss caused by interruption of operations is excluded.

[EX Q]: [FORM]

ONLINE HOSTING AGREEMENT

This Online Hosting Agreement (this Agreement) is being entered into effective as of the 1st day of June, 1999 and is entered into by and between Diplomat Direct Marketing Corporation, a Delaware corporation (Diplomat), and Tadeo E-Commerce Corp., a Delaware corporation (Tadeo).

R E C I T A L S

A. Historically, Diplomat has been engaged directly in, among other things, the business of offering consumers the opportunity to place apparel orders directly with Diplomat through its toll free telephone number and its web site (the Direct Access Business).

B. Recently, Tadeo was formed and Tadeo and Diplomat have entered into a Web Design and Consulting Agreement of even date herewith (the Web Agreement) pursuant to which Tadeo has agreed to assist Diplomat in developing the technology, and providing other services necessary, to further Diplomat's Direct Access Business, including the hosting and maintenance of Diplomat's web site (the Web Site).

C. In connection with Diplomat's operation of its Direct Access Business, Diplomat desires to obtain various online hosting services (Services) from Tadeo, and Tadeo desires to provide such Services to Diplomat.

THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

Section 1. SERVICES.

Tadeo shall provide, directly or through a third party vendor reasonably satisfactory to Diplomat, the Online Hosting Services described on EXHIBIT A hereto, at the cost specified and on the other terms and conditions as set forth on EXHIBIT A.

Section 2. COMPENSATION.

Diplomat will pay to Tadeo when due a fee for each of the Services equal to the amount described in EXHIBIT A hereto relating to each such Service; PROVIDED, that in the event Diplomat terminates this Agreement in accordance with Section 3 hereof, the fee for the provision of each

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terminated Service shall cease to accrue on and after the effective date of such termination. In the event that Diplomat terminates this Agreement other than in accordance with Section 3, Diplomat shall be obligated to pay for the Services in accordance with the fee schedule contained on EXHIBIT A throughout the balance of the Period (as hereinafter defined) as though Tadeo continued to provide the terminated Services through the balance of the Period. Late payments shall accrue interest at a rate equal to fifteen (15%) percent per annum.

Section 3. TERM.

(a) The term of this Agreement shall begin on the date hereof (the Effective Date) and shall continue for a period of 12 months thereafter (the Period) in full force and effect until it is terminated in accordance with this Section 3.

(b) Diplomat or Tadeo, if such party is not in default of the terms of this Agreement, may extend the term of this Agreement for an additional one year (Additional Period), provided the extending party gives the other party at least sixty (60) days advance written notice before the end of the Period. If either party elects to extend the Agreement for the Additional Period, all other terms and conditions of this Agreement shall continue during the Additional Period.

(c) Tadeo shall have the right (but not the obligation) to terminate this Agreement and the rights granted to Diplomat hereunder if:

(i) Diplomat is in material breach of any of its obligations hereunder, which breach is not cured within five days of receipt of written notice from Tadeo of such breach;

(ii) The Web Agreement is terminated by any of Tadeo, Diplomat, or any other party thereto [in the event the rights and obligations of any party(ies) to such Web Agreement have been duly assigned to a third party(ies) under the terms thereof] in accordance with the terms of the Web Agreement, but not if the Web Agreement is terminated by Tadeo or its assignee(s) other than in accordance with the terms of the Web Agreement;

(iii) Diplomat is the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, if such petition or proceeding is not dismissed within 60 days of filing, or becomes the subject of any involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, if such petition or proceeding is not dismissed within 60 days of filing;

(iv) Diplomat involuntarily dissolves or is dissolved;

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(v) Diplomat is judicially adjudicated insolvent or generally is unable to pay its debts as they mature or makes an assignment for the benefit of its creditors; or

(vi) Upon Tadeo giving Diplomat at least sixty (60) days advance written notice of termination of this Agreement.

(d) Diplomat shall have the right (but not the obligation) to terminate this Agreement and the rights granted to Tadeo hereunder if:

(i) Tadeo is in material breach of any of its obligations hereunder, which breach is not cured within five days of receipt of written notice from Diplomat of such breach;

(ii) The Web Agreement is terminated by any of Tadeo, Diplomat, or any other party thereto [in the event the rights and obligations of any party(ies) to such Web Agreement have been duly assigned to a third party(ies) under the terms thereof] in accordance with the terms of the Web Agreement, but not if the Web Agreement is terminated by Diplomat or its assignee(s) other than in accordance with the terms of the Web Agreement;

(iii) Tadeo is the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, if such petition or proceeding is not dismissed within 60 days of filing, or becomes the subject of any involuntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, if such petition or proceeding is not dismissed within 60 days of filing.

(iv) Tadeo involuntarily dissolves or is dissolved;

(v) Tadeo is judicially adjudicated insolvent or generally is unable to pay its debts as they mature or makes an assignment for the benefit of its creditors; or

(vi) Upon Diplomat giving Tadeo at least sixty (60) days advance written notice of termination of this Agreement.

(e) Tadeo will have the right (but not the obligation) to terminate this Agreement and the rights granted to Diplomat hereunder, upon 60 days written notice to Diplomat, following the acquisition of all or substantially all of the assets of Diplomat by any Permitted Assignee (as defined in Section 9(a) of this Agreement), or the acquisition of the beneficial ownership of at least 20% (the Threshold) of the voting power represented by the voting securities of Diplomat, any successor thereto or any Permitted Assignee by any person or

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group within the meaning of Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange Act), or any successor provision to either of the foregoing, including any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act or any successor provision thereof (a group) other than The Rubin Family Irrevocable Stock Trust U/A dated April 30, 1997, organized under the laws of the State of New York (the Trust), Robert M. Rubin (Rubin), or any affiliate of Rubin or the Trust. For purposes of this Agreement, (i) the term beneficial ownership shall have the meaning set forth in Rule 13d-3 of the Exchange Act or any successor provisions thereof, (ii) the term voting securities' means the common Stock, par value $.0001 per share, of Diplomat and any other securities issued by Diplomat having the power to vote generally in the election of directors of Diplomat and (iii) the term affiliate means a person or entity directly or indirectly controlled by, controlling or under common control with another person. For purposes of this Section 3, an acquisition shall not include (A) the acquisition by a person of voting securities of Diplomat pursuant to an involuntary disposition through foreclosure or similar event, or (B) the acquisition by a person of voting securities of Diplomat pursuant to a dividend intended to be on a tax-free basis (a Tax-Free Spin-Off) under the Internal Revenue Code of 1986, as amended from time to time, but shall include a subsequent acquisition of voting securities pursuant to a disposition by the person that acquired the voting securities in such involuntary disposition or such Tax-Free Spin-Off. In the event any person acquires beneficial ownership of voting power in excess of the Threshold as a result of a transaction described in the immediately preceding sentence, the Threshold with respect to such person shall be adjusted to an amount equal to the percentage of beneficial ownership held by such person immediately following such transaction.

(f) A party may exercise its right to terminate pursuant to this Section 3 by sending appropriate written notice to the other party. No exercise by a party of its rights under this Section will limit its remedies by reason of the other party's default, the party's rights to exercise any other rights under this Section 3, or any of that party's other rights.

Section 4. RECORDS AND ACCOUNTS.

Tadeo will maintain accurate books, records and accounts of all transactions relating to the Services performed by it pursuant to this Agreement. Diplomat may, at its own expense, examine and copy those books and records as provided in this Section 4. Such books, records and accounts will be maintained in a manner that allows Diplomat to separate these matters from those relating to Tadeo's other operations. Such books, records and accounts will reflect such information as would normally be examined by an independent accountant in performing an audit pursuant to United States generally accepted auditing standards for the purpose of certifying financial statements, and to permit verification thereof by governmental agencies. Diplomat may make examinations pursuant hereto during Tadeo's usual business hours, and at the place in the continental United States where Tadeo regularly keeps these books and records. Diplomat will be required to notify Tadeo at least five business days before the date of planned examination. If Diplomat's examination is not completed within one month from commencement, Tadeo at any time may require Diplomat to terminate such examination on

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seven days' notice to Diplomat; PROVIDED that Tadeo has cooperated with Diplomat in the examination of such books and records.

Section 5. NO RESTRICTIONS.

Nothing in this Agreement shall limit or restrict the right of any of Diplomat's directors, officers or employees or any of Tadeo's directors, officers or employees to engage directly or indirectly in the same or similar business activities or lines of business as Diplomat or, respectively, or limit or restrict the right of Diplomat or Tadeo as the case may be, to engage in any other business or to render or obtain, as the case may be, services of any kind to or from, as the case may be , any corporation, firm, individual, trust or association.

Section 6. INDEPENDENT CONTRACTORS.

Tadeo and Diplomat are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency between Tadeo and Diplomat. Neither Tadeo nor Diplomat shall have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent. When Tadeo's employees act under the terms of this Agreement, they shall be deemed at all times to be under the supervision and responsibility of Tadeo and no person employed by Tadeo and acting under the terms of this Agreement shall be deemed to be acting as agent or employee of Diplomat or any customer of Diplomat for any purpose whatsoever.

Section 7. CONFIDENTIALITY.

Tadeo and Diplomat each agree to hold in strict confidence, and to use reasonable efforts to cause each of their employees and representatives to hold in strict confidence, all confidential information concerning Tadeo or Diplomat, as the case may be, furnished to or obtained by the other party, in the course of performing the obligations provided for under this Agreement except to the extent that (a) such information has been in the public domain through no fault of Tadeo or Diplomat, as the case may be, (b) disclosure or release is compelled by judicial or administrative process, or (c) in the opinion of counsel to Tadeo or Diplomat, as the as may be, disclosure or release is necessary pursuant to requirements of law or the requirements of any governmental entity including, without limitation, disclosure requirements under the securities laws of the United States or similar laws of other jurisdictions applicable to Tadeo or Diplomat, as the case may be.

Section 8. PROPRIETARY RIGHTS OF TADEO.

All materials, including but not limited to any computer software (in object code and source code form), data or information developed or provided by Tadeo, or its suppliers under this Agreement, and any know-how, methodologies, equipment, or processes used by Tadeo to provide the Services to Diplomat, including, without limitation, all copy-rights, trademarks,

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patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto (collectively, Host Materials) shall remain the sole and exclusive property of Tadeo or its suppliers. To the extent, if any, that ownership of the Hose Materials does not automatically vest in Tadeo by virtue of this Agreement or otherwise, Diplomat hereby transfers and assigns to Tadeo all rights, title and interest which Diplomat may have in and to the Host Materials. Diplomat acknowledges and agrees that Tadeo is in the business of designing and hosting Web sites, and that Tadeo shall have the right to provide to third parties services which are the same or similar to the Tadeo Services, and to use or otherwise exploit any Host Materials in providing such services.

Section 9. DISPUTE RESOLUTION.

(a) In the event that any party to this Agreement has any claim, right or cause of action against any other party to this Agreement, which the parties shall be unable to settle by agreement between themselves, such claim, right or cause of action, to the extent that the relief sought by such party is for monetary damages or awards, shall be determined by arbitration in accordance with the Rules of the American Arbitration Association (AAA),

through the adjudication by a single arbitrator, in New York, New York, with the decision of such arbitrator to be final and binding upon all parties. The fees, costs and expenses of such arbitration, as submitted by the AAA, shall be borne equally by both Tadeo and Diplomat; PROVIDED, that each of Tadeo and Diplomat shall pay the fees, costs and expenses of its own counsel, accountants and other representatives in connection with such arbitration. The parameters of the AAA proceedings undertaken in accordance with this Section 8 shall be prescribed such that a decision shall be rendered within sixty (60) days following the initial written reference of the related dispute to AAA arbitration.

(b) Notwithstanding any other provisions of this Section 8, in the event that a party against whom any claim, right or cause of action is asserted commences, or has commenced against it, bankruptcy, insolvency or similar proceedings, the party or parties asserting such claim, right or cause of action shall have no obligations under this Section 8 and may assert such claim, right or cause of action in the manner and forum it deems appropriate, subject to applicable laws. No determination or decision by the arbitrators pursuant to this Section 8 shall limit or restrict the ability of any party hereto to obtain or seek in any appropriate forum, any relief or remedy that is not a monetary award or money damages.

Section 10. MISCELLANEOUS.

(a) Neither party any assign this Agreement, or their respective rights and obligations hereunder, in whole or in part, without the other party's prior written consent; PROVIDED, HOWEVER, that Tadeo shall be entitled to assign all of its rights and obligations hereunder to any subsidiary or affiliated entity without the consent of Diplomat. Any attempt to assign this Agreement without such consent (if required) shall be void and of no effect AB INITIO. Notwithstanding the immediately preceding sentence, either party may assign this Agreement or all, but not less than all, of its rights and obligations hereunder to any entity that acquires it by

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purchase of stock or by merger or otherwise, or by obtaining all or substantially all of its assets (a Permitted Assignee); PROVIDED, that any such Permitted Assignee thereafter succeeds to all of the rights and is subject to all of the obligations of the assignor under this Agreement; and PROVIDED, HOWEVER, that the provisions of this Section 9(a) shall in no way modify the provisions of Section 3(d).

(b) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State. Each party shall comply in all respects with all laws and regulations applicable to its activities under this Agreement.

(c) Notwithstanding the provisions of Section 8, each party hereto irrevocably submits to the exclusive jurisdiction of (a) the courts of the State of New York, New York County, or (b) the Untied States District Court for the southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby or thereby. Each of Diplomat and Tadeo agrees to commence any such action, suit or proceeding either in the Untied States District Court for the Southern District of New York, or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the courts of the State of New York County. Each of Diplomat and Tadeo further agrees that service of any process, summons, notice or documents by U.S. registered mail to such party's respective address set forth below shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Section 9(c). Each of Diplomat and Tadeo irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby and thereby in (i) the courts of the State of New York County, or (ii) the United States District Court for the Southern District of New York, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

(d) If any provisions of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof (or the remaining portion thereof) or the application of such provision to any other persons or circumstances.

(e) All notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand, by facsimile (with confirmation back), or sent, postage prepaid, by registered, certified or express mail or nationally recognized overnight courier service and shall be deemed given when so delivered by hand, by facsimile (with confirmation back), or if mailed, three days after mailing (one business day in the case of express mail or overnight courier service), as follows:

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(i) if to Tadeo:

Tadeo E-Commerce Corp. 5 Hanover Square New York, New York 10004 Attention: Damon Testaverde, President

(ii) if to Diplomat:

Diplomat Direct Marketing Corporation 414 Alfred Avenue Teaneck, New Jersey 07666 Attention: Warren H. Golden, President

(f) The provisions of Sections 7, 8 and 9 hereof shall survive any termination of this Agreement.

(g) No failure to either party to exercise or enforce any of its rights under this Agreement shall act as a waiver of such right.

(h) This Agreement, along with the Exhibit hereto, contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. Neither party shall be liable or bound to any other party in any manner by any representations, warranties or convenants relating to such subject matter expect as specifically set forth herein.

(i) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to each of the other parties.

(j) This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

(k) This Agreement is for the sole benefit of the parties hereto and nothing herein expressed or implied shall give or be construed to give to any person, other than the parties hereto any legal or equitable rights hereunder.

(l) The headings contained in this Agreement or in any Exhibit hereto are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit but not otherwise defined therein, shall have the meaning as defined in this Agreement. When a reference is made in this Agreement to a Section or an Exhibit, such reference shall be to a Section of, or an Exhibit to, this Agreement unless otherwise indicated.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of June 30, 1999.

TADEO E-COMMERCE CORP.

By: /s/ Damon Testaverde Damon Testaverde President

DIPLOMAT DIRECT MARKETING CORP.

By /s/ Warren H. Golden Warren H. Golden President

EXHIBIT A

ONLINE HOSTING SERVICES

If requested by Diplomat, Tadeo will provide, by itself or through its subsidiaries or affiliates, the Services described below:

(a) Scope and Description of Services. Tadeo will provide Diplomat with all online hosting services currently provided to Diplomat through third party contracts, including, without limitations, the development and maintenance for Diplomat's operating divisions and/or operating subsidiaries of Commerce Web Subsites (as defined below) within the www.______ web site on the Internet based on online Enrollment and Information Forms, completed by Diplomat, submitted in conformance with Tadeo's instructions. Notwithstanding anything herein to the contrary, Tadeo and Diplomat will confer, from time to time, with respect to the placement of the link to this information and the manner in which this link appears on the subject web site; PROVIDED, that if mutual agreement is not reached on such placement, the reasonable determination with respect thereto made by Tadeo shall be final and binding on both parties. If a consumer places an order directly on a Tadeo-operated Commerce Web Subsite for a Diplomat Direct Access Business product, Tadeo agrees to transmit such order to Diplomat's Direct Access Business network and Diplomat will convert that order to a message and direct the order for internally processed fulfillment, with Diplomat receiving 100% of the order's value subject to any processing charges (subject

to the terms of the Web Agreement). For the purposes of this Agreement, the terms Commerce Web Subsite means a web site through which a consumer can place an order for Diplomat products.

(b) Price. For the services described above, Diplomat will pay Tadeo a monthly fee of $____________ for each Commerce Web Subsite hosted by Tadeo in accordance with the Fee Schedule annexed as EXHIBIT A-1.

(c) Payment and Accounting. Tadeo will invoice Diplomat within 15 days of the end of each month for Services rendered in such month. Diplomat will pay such invoice within 30 days of receipt.

EXHIBIT A-1

[Omitted]
Question: Highlight the parts (if any) of this contract related to Audit Rights that should be reviewed by a lawyer. Details: Does a party have the right to audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
[EX A]:
Diplomat may make examinations pursuant hereto during Tadeo's usual business hours, and at the place in the continental United States where Tadeo regularly keeps these books and records.