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

[EX Q]: Exhibit 10.17(b) ----------------

FIRST AMENDMENT TO SAGEBRUSH MANAGEMENT AND MAINTENANCE AGREEMENT

THIS FIRST AMENDMENT TO SAGEBRUSH MANAGEMENT AND MAINTENANCE AGREEMENT (Amendment) is made and entered into as of December 1, 1990 by and among Sagebrush, a California general partnership (Partnership), the undersigned partners of the Partnership, being all of the Sagebrush partners (Partners), and ToyoWest Management Inc., a California corporation (Manager), with respect to the following facts and circumstances:

R E C I T A L S ---------------

A. The Partnership, all of the Partners except Alpha Mariah (Prime), Inc. and Beta Mariah (Prime) Inc., and Manager entered into that certain Sagebrush Management and Maintenance Agreement, dated as of September 1, 1989 (the Agreement).

B. Concurrently herewith, all of the Partners are entering into a First Amendment to Second Amended and Restated Sagebrush General Co-Ownership Partnership Agreement, by which the Partners agree, among other things, that Alpha Mariah (Prime), Inc. and Beta Mariah (Prime), Inc. are admitted to the Partnership.

C. The Partnership, the Partners and Manager desire to amend the Agreement to extend the term of the Agreement and to add a new section concerning curtailment of the LIFO Partners (as defined below), all as set forth in this Amendment.

NOW, THEREFORE, IN CONSIDERATION of the foregoing premises, the parties hereby agree as follows:

1. Amendment. ---------

(a) Section 6.1 of the Agreement shall be, and hereby is, amended by deleting the date September 30, 2003 where it appears therein, and inserting in its place the date July 20, 2006.

(b) A new Section 7.4 is hereby added to the Agreement, as follows:

7.4 Disconnection of LIFO Partners. In addition to the other rights provided to Manager hereunder to disconnect the Projects of the Partners (or their Partner Affiliates), Manager shall disconnect the Projects of Alpha Willow, SP11, SP12, SP13, SP14 and SP21 (together with their Partner Affiliates, the LIFO Partners) in the following circumstances.

If at any time, and for any reason other than force majeure affecting the Transmission Line, (i) the Transmission Line is incapable of delivering power at its designed capacity, availability or voltage and curtailment of the Projects of the LIFO Partners would improve the capability of the transmission Line to deliver power at its designed capacity, availability and voltage, or (ii) the Transmission Line line losses exceed 1.14%, the excess line losses have an adverse effect on the Projects of Alpha Mariah, Alpha Mariah (Prime), Beta Mariah, Beta Mariah (Prime), or Gamma Mariah or their Partner Affiliates, and curtailment of the Projects of the LIFO Partners would reduce or eliminate such excess line losses, or (iii) the Transmission Line line losses for either of the power purchase contracts commonly known as Desert Winds I and Desert Winds III exceed the levels experienced immediately prior to the addition of the Projects of the LIFO Partners to the Transmission Line, the excess line losses have an adverse effect on the Projects of Alpha Joshua, Alpha Joshua (Prime), Beta Joshua, Beta Willow or Beta Willow (Prime) or their Partner Affiliates, and curtailment of the Projects of the LIFO Partners would reduce or eliminate such excess line losses, then the Manager shall curtail the Projects of the LIFO Partners. Nothing contained in the preceding sentence shall affect the rights of the Manager to curtail or disconnect the Project of a Partner under Section 4 of that Partner's Technical Use Agreement. Any curtailment under this provision shall be in an amount sufficient to cause the Transmission Line to deliver power at its designed capacity, availability and voltage, or to reduce the Transmission Line line losses, as applicable, up to and including the Projects of all of the LIFO Partners. Such curtailment shall continue until the Manager shall determine that reconnecting the Projects of the LIFO Partners shall not result in the recurrence of the event giving rise to the curtailment. If the LIFO Partners shall inform the Manager in writing of an agreement among them concerning the priority of the curtailment of their respective Projects, the Manager shall effect any curtailment under these provisions according to such priority. If the LIFO Partners fail to so inform the Manager, the Manager shall in its discretion determine which of the Projects of the LIFO Partners to curtail. The Manager shall cooperate with the LIFO Partners to attempt to eliminate the cause of any curtailment under this provision, provided that any expenses in connection with such cooperation shall be paid by the LIFO Partners. In connection with any attempt to eliminate the cause of any curtailment, no change to the Transmission Line shall be made without the prior unanimous consent of the Partners (excluding the LIFO Partners), which consent shall not be unreasonably withheld.

(c) Existing Section 7.4 shall be renumbered as Section 7.5.

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(d) All references in the Agreement to Manager as ToyoWest Management Company shall be interpreted as referring to ToyoWest Management Inc., the correct name of Manager.

2. Continuing Validity. Except as expressly modified by Section 1 of this ------------------- Amendment, all of the terms and conditions of the Agreement shall remain in full force and effect. By execution of this Amendment, Alpha Mariah (Prime), Inc. and Beta Mariah (Prime), Inc. hereby become parties to the Agreement and agree to be bound by all of the terms of the Agreement and this Amendment.

3. Miscellaneous. The provisions contained in Article 10 of the Agreement ------------- are hereby incorporated herein by this cross-reference.

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IN WITNESS WHEREOF, the Partnership, the Partners, and Manager have caused this Amendment to be executed on the dates set forth below the signatures of their respective representatives.

TOYOWEST MANAGEMENT INC., a California corporation

By: --------------------------------- Name: Robert L. Eisen Title: Vice President Date: Dec 28, 1990

Partners, on behalf of themselves and ------------------------------------- Sagebrush: ---------

ALPHA JOSHUA, INC., a California corporation

By: --------------------------------- Name: Geoffrey Hawkes Title: President Date: Dec 28, 1990

BETA WILLOW, INC., a California corporation

By: --------------------------------- Name: Geoffrey Hawkes Title: President Date: Dec 28, 1990

ALPHA JOSHUA (PRIME), INC., a California corporation

By: /s/ Kenneth W. Oberg --------------------------------- Name: Kenneth W. Oberg Title: President Date: Dec 28, 1990

BETA WILLOW (PRIME), INC., a California corporation

By: /s/ Kenneth W. Oberg &sbsp; --------------------------------- Name: Kenneth W. Oberg Title: President Date: Dec 28, 1990

BETA JOSHUA, INC., a California corporation

By: --------------------------------- Name: Peter Lofquist Title: President Date: Dec 28, 1990

ALPHA WILLOW, INC., a California corporation

By: --------------------------------- Name: Robert L. Eisen Title: Vice President Date: Dec 28, 1990

ALPHA MARIAH, INC., a California corporation

By: --------------------------------- Name: Robert L. Eisen Title: Vice President Date: Dec 28, 1990

ALPHA MARIAH (PRIME), INC., a California corporation

&bbsp; By: --------------------------------- Name: Robert L. Eisen Title: Vice President Date: Dec 28, 1990

BETA MARIAH, INC., a California corporation

By: --------------------------------- Name: Robert L. Eisen Title: Vice President Date: Dec 28, 1990

BETA MARIAH (PRIME), INC., a California corporation

By: --------------------------------- Name: Robert L. Eisen Title: Vice President Date: Dec 28, 1990

GAMMA MARIAH, INC., a California corporation

By: --------------------------------- Name: Robert L. Eisen Title: Vice President Date: Dec 28, 1990

DELTA MARIAH, INC., a California corporation

By: --------------------------------- Name: Robert L. Eisen Title: Vice President Date: Dec 28, 1990

SAGEBRUSH PARTNER ELEVEN, INC., a California corporation

By: --------------------------------- Name: Robert L. Eisen Title: Vice President Date: Dec 28, 1990

SAGEBRUSH PARTNER TWELVE, INC., a California corporation

By: --------------------------------- Name: Robert L. Eisen Title: Vice President Date: Dec 28, 1990

SAGEBRUSH PARTNER THIRTEEN, INC., a California corporation

By: --------------------------------- Name: Robert L. Eisen Title: Vice President Date: Dec 28, 1990

SAGEBRUSH PARTNER FOURTEEN, INC., a California corporation

By: --------------------------------- Name: Robert L. Eisen Title: Vice President Date: Dec 28, 1990

SAGEBRUSH PARTNER FIFTEEN, INC., a California corporation

By: --------------------------------- Name: Title: Date:

SAGEBRUSH PARTNER SIXTEEN, INC., a California corporation

By: --------------------------------- Name: Title: Date:

SAGEBRUSH PARTNER SEVENTEEN, INC., a California corporation

By: --------------------------------- Name: Title: Date:

SAGEBRUSH PARTNER EIGHTEEN, INC., a California corporation

By: --------------------------------- Name: Title: Date:

SAGEBRUSH PARTNER NINETEEN, INC., a California corporation

By: --------------------------------- Name: Title: Date:

SAGEBRUSH PARTNER TWENTY, INC., a California corporation

By: --------------------------------- Name: Title: Date:

SAGEBRUSH PARTNER TWENTY-ONE, INC., a California corporation

By: --------------------------------- &sbsp; Name: Robert L. Eisen Title: Vice President Date: Dec 28, 1990
[EX A]: Highlight the parts (if any) of this contract related to Agreement Date that should be reviewed by a lawyer. Details: The date of the contract

[EX Q]: EXHIBIT 4 AFFILIATE AGREEMENT -------------------

Physician Sales & Service, Inc. 4345 Southpoint Boulevard Jacksonville, Florida 32216

Attention: Patrick C. Kelly David A. Smith

Gentlemen:

The undersigned is a shareholder of Gulf South Medical Supply, Inc. (GSMS), a corporation organized and existing under the laws of the State of Delaware, and will become a shareholder of Physician Sales & Service, Inc. (PSS), a corporation organized and existing under the laws of the State of Florida, pursuant to the transactions described in the Agreement and Plan of Merger, dated as of December 14, 1997 (the Agreement), by and among PSS, PSS Merger Corp. (Merger Corp.) and GSMS. Under the terms of the Agreement, Merger Corp. will be merged into and with GSMS (the Merger), and the shares of the $.01 par value common stock of GSMS (GSMS Common Stock) will be converted into and exchanged for shares of the $.01 par value common stock of PSS (PSS Common Stock). This Affiliate Agreement represents an agreement between the undersigned and PSS regarding certain rights and obligations of the undersigned in connection with the shares of PSS to be received by the undersigned as a result of the Merger.

In consideration of the Merger and the mutual covenants contained herein, the undersigned and PSS hereby agree as follows:

1. Affiliate Status. The undersigned understands and agrees that as to ---------------- GSMS he is an affiliate under Rule 145(c) as defined in Rule 405 of the Rules and Regulations of the Securities and Exchange Commission (SEC) under the Securities Act of 1933, as amended (1933 Act), and the undersigned anticipates that he will be such an affiliate at the time of the Merger.

2. Initial Restriction on Disposition. The undersigned agrees that he ---------------------------------- will not sell, transfer, or otherwise dispose of his interests in, or reduce his risk relative to, any of the shares of PSS Common Stock into which his shares of GSMS Common Stock are converted upon consummation of the Merger until such time as PSS notifies the undersigned that the requirements of SEC Accounting Series Release Nos. 130 and 135 (ASR 130 and 135) have been met. The undersigned understands that ASR 130 and 135 relate to publication of financial results of post-Merger combined operations of PSS and GSMS. PSS agrees that it will publish such results as promptly as practicable following the Merger in the sole discretion of PSS, but in any event within 45 days after the end of the first fiscal quarter of PSS containing the required period of post-Merger combined operations and that it will notify the undersigned promptly following such publication.

3. Covenants and Warranties of Undersigned. The undersigned represents, --------------------------------------- warrants and agrees that:

(a) The PSS Common Stock received by the undersigned as a result of the Merger will be taken for his own account and not for others, directly or indirectly, in whole or in part.

(b) PSS has informed the undersigned that any distribution by the undersigned of PSS Common Stock has not been registered under the 1933 Act and that shares of PSS Common Stock received pursuant to the Merger can only be sold by the undersigned (1) following registration under the 1933 Act, or (2) in conformity with the volume and other requirements of Rule 145(d) promulgated by the SEC as the same now exist or may hereafter be amended, or (3) to the extent some other exemption from registration under the 1933 Act might be available. The undersigned understands that PSS is under no ------------------------------------------------ obligation to file a registration statement with the SEC covering the --------------------------------------------------------------------- disposition of the undersigned's shares of PSS Common -----------------------------------------------------

Stock or to take any other action necessary to make compliance with an ---------------------------------------------------------------------- exemption from such registration available. ------------------------------------------

(c) During the 30 days immediately preceding the Effective Time of the Merger, the undersigned has not sold, transfered, or otherwise disposed of his interests in, or reduced his risk relative to, any of the shares of GSMS Common Stock beneficially owned by the undersigned as of the record date for determination of shareholders entitled to vote at the Shareholders' Meeting of GSMS held to approve the Merger.

(d) The undersigned is aware that PSS intends to treat the Merger as a tax- free reorganization under Section 368 of the Internal Revenue Code (Code)

for federal income tax purposes. The undersigned agrees to treat the transaction in the same manner as PSS for federal income tax purposes. The undersigned acknowledges that Section 1.368-1(b) of the Income Tax Regulations requires continuity of interest in order for the Merger to be treated as tax-free under Section 368 of the Code. This requirement is satisfied if, taking into account those GSMS shareholders who receive cash in exchange for their stock, who receive cash in lieu of fractional shares, or who dissent from the Merger, there is no plan or intention on the part of the GSMS shareholders to sell or otherwise dispose of the PSS Common Stock to be received in the Merger that will reduce such shareholders' ownership to a number of shares having, in the aggregate, a value at the time of the Merger of less than 50% of the total fair market value of the GSMS Common Stock outstanding immediately prior to the Merger. The undersigned has no prearrangement, plan or intention to sell or otherwise dispose of an amount of his PSS Common Stock to be received in the Merger which would cause the foregoing requirement not to be satisfied.

4. Restrictions on Transfer. The undersigned understands and agrees that ------------------------ stop transfer instructions with respect to the shares of PSS Common Stock received by the undersigned pursuant to the Merger will be given to PSS's transfer agent and that there will be placed on the certificates for such shares, or shares issued in substitution thereof, a legend stating in substance:

The shares represented by this certificate were issued pursuant to a business combination which is accounted for as a pooling of interests and may not be sold, nor may the owner thereof reduce his risks relative thereto in any way, until such time as PSS, Inc. (PSS) has published the financial results covering at least 30 days of combined operations after the effective date of the merger through which the business combination was effected. In addition, the shares represented by this certificate may not be sold, transferred or otherwise disposed of except or unless (1) covered by an effective registration statement under the Securities Act of 1933, as amended, (2) in accordance with (i) Rule 145(d) (in the case of shares issued to an individual who is not an affiliate of PSS) or (ii) Rule 144 (in the --- case of shares issued to an individual who is an affiliate of PSS) of the Rules and Regulations of such Act, or (3) in accordance with a legal opinion satisfactory to counsel for PSS that such sale or transfer is otherwise exempt from the registration requirements of such Act.

Such legend will also be placed on any certificate representing PSS securities issued subsequent to the original issuance of the PSS Common Stock pursuant to the Merger as a result of any transfer of such shares or any stock dividend, stock split, or other recapitalization as long as the PSS Common Stock issued to the undersigned pursuant to the Merger has not been transferred in such manner to justify the removal of the legend therefrom. Upon the request of the undersigned, PSS shall cause the certificates representing the shares of PSS Common Stock issued to the undersigned in connection with the Merger to be reissued free of any legend relating to restrictions on transfer by virtue of ASR 130 and 135 as soon as practicable after the requirements of ASR 130 and 135 have been met. In addition, if the provisions of Rules 144 and 145 are amended to eliminate restrictions applicable to the PSS Common Stock received by the undersigned pursuant to the Merger, or at the expiration of the restrictive period set forth in Rule 145(d), PSS, upon the request of the undersigned, will cause the certificates representing the shares of PSS Common Stock issued to the undersigned in connection with the Merger to be reissued free of any legend relating to the restrictions set forth in Rules 144 and 145(d) upon receipt by PSS of an opinion of its counsel to the effect that such legend may be removed.

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5. Understanding of Restrictions on Dispositions. The undersigned has --------------------------------------------- carefully read the Agreement and this Affiliate Agreement and discussed their requirements and impact upon his ability to sell, transfer, or otherwise dispose of the shares of PSS Common Stock received by the undersigned, to the extent he believes necessary, with his counsel or counsel for GSMS.

6. Filing of Reports by PSS. PSS agrees, for a period of three years ------------------------ after the effective date of the Merger, to file on a timely basis all reports required to be filed by it pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, so that the public information provisions of Rule 145(d) promulgated by the SEC as the same are presently in effect will be available to the undersigned in the event the undersigned desires to transfer any shares of PSS Common Stock issued to the undersigned pursuant to the Merger.

7. Transfer Under Rule 145(d). If the undersigned desires to sell or -------------------------- otherwise transfer the shares of PSS Common Stock received by him in connection with the Merger at any time during the restrictive period set forth in Rule 145(d), the undersigned will provide the necessary representation letter to the transfer agent for PSS Common Stock together with such additional information as the transfer agent may reasonably request. If PSS's counsel concludes that such proposed sale or transfer complies with the requirements of Rule 145(d), PSS shall cause such counsel to provide such opinions as may be necessary to PSS's Transfer Agent so that the undersigned may complete the proposed sale or transfer.

8. Acknowledgments. The undersigned recognizes and agrees that the --------------- foregoing provisions also apply to all shares of the capital stock of GSMS and PSS that are deemed to be beneficially owned by the undersigned pursuant to applicable federal securities laws, which the undersigned agrees may include,

without limitation, shares owned or held in the name of (i) the undersigned's spouse, (ii) any relative of the undersigned or of the undersigned's spouse who has the same home as the undersigned, (iii) any trust or estate in which the undersigned, the undersigned's spouse, and any such relative collectively own at least a 10% beneficial interest or of which any of the foregoing serves as trustee, executor, or in any similar capacity, and (iv) any corporation or other organization in which the undersigned, the undersigned's spouse and any such relative collectively own at least 10% of any class of equity securities or of the equity interest. The undersigned further recognizes that, in the event that the undersigned is a director or officer of PSS or becomes a director or officer of PSS upon consummation of the Merger, among other things, any sale of PSS Common Stock by the undersigned within a period of less than six months following the effective time of the Merger may subject the undersigned to liability pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended.

9. Miscellaneous. This Affiliate Agreement is the complete agreement ------------- between PSS and the undersigned concerning the subject matter hereof. Any notice required to be sent to any party hereunder shall be sent by registered or certified mail, return receipt requested, using the addresses set forth herein or such other address as shall be furnished in writing by the parties. This Affiliate Agreement shall be governed by the laws of the State of Delaware.

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This Affiliate Agreement is executed as of the 14th day of December, 1997.

Very truly yours,

/s/ William W. McInnes ___________________________ Signature

William W. McInnes ___________________________ Print Name 116 30th Avenue S ____________________________ Nashville, TN 37212 ____________________________ Address

[add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]

___________________________ Name:

___________________________ Name:

___________________________ Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

/s/ David A. Smith BY:_________________________

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This Affiliate Agreement is executed as of the 14th day of December, 1997.

Very truly yours,

/s/ Edward Shulman ___________________________ Signature

Edward Shulman ___________________________ Print Name 5909 Dalecross CT ____________________________ Glen Allen, VA 23060 ____________________________ Address

[add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]

___________________________ Name:

___________________________ Name:

___________________________ Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

/s/ David A. Smith BY:_________________________

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This Affiliate Agreement is executed as of the 14th day of December, 1997.

Very truly yours,

/s/ Donna C.E. Williamson ___________________________ Signature

Donna C.E. Williamson ___________________________ Print Name ____________________________ ____________________________ Address

[add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]

___________________________ Name:

___________________________ Name:

___________________________ Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

/s/ David A. Smith BY:_________________________

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This Affiliate Agreement is executed as of the 14th day of December, 1997.

Very truly yours,

/s/ David L. Bogetz ___________________________ Signature

David L. Bogetz ___________________________ Print Name ____________________________ ____________________________ Address

[add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]

___________________________ Name:

___________________________ Name:

___________________________ Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

/s/ David A. Smith BY:_________________________

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This Affiliate Agreement is executed as of the 14th day of December, 1997.

Very truly yours,

/s/ Melvin L. Hecktman ___________________________ Signature

Melvin L. Hecktman ___________________________ Print Name 530 Waters Edge Ct ____________________________ Northbrook, IL 60062 ____________________________ Address

[add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]

___________________________ Name:

___________________________ Name:

___________________________ Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

/s/ David A. Smith BY:_________________________

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This Affiliate Agreement is executed as of the 14th day of December, 1997.

Very truly yours,

/s/ Thomas G. Hixon ___________________________ Signature

Thomas G. Hixon ___________________________ Print Name 165 Butler Drive ____________________________ Ridgeland, MS 39154 ____________________________ Address

[add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]

___________________________ Name:

___________________________

Name:

___________________________ Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

/s/ David A. Smith BY:_________________________

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This Affiliate Agreement is executed as of the 14th day of December, 1997.

Very truly yours,

/s/ Steve Richardson ___________________________ Signature

Steve Richardson ___________________________ Print Name 194 Sunsan Road ____________________________ Madison, MS 39116 ____________________________ Address

[add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]

___________________________ Name:

___________________________ Name:

___________________________ Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

/s/ David A. Smith BY:_________________________

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This Affiliate Agreement is executed as of the 14th day of December, 1997.

Very truly yours,

/s/ Guy W. Edwards ___________________________ Signature

Guy W. Edwards ___________________________ Print Name 567 Arbor Drive ____________________________ Madison, MS 39110 ____________________________ Address

[add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]

___________________________ Name:

___________________________ Name:

___________________________ Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

/s/ David A. Smith BY:_________________________

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This Affiliate Agreement is executed as of the 14th day of December, 1997.

Very truly yours,

/s/ Stanton Keith Pritchard ___________________________ Signature

Stanton Keith Pritchard ___________________________ Print Name #3 Abbey Nord ____________________________ Jackson, MS 39216 ____________________________ Address

[add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]

___________________________ Name:

___________________________ Name:

___________________________ Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

/s/ David A. Smith BY:_________________________

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This Affiliate Agreement is executed as of the 14th day of December, 1997.

Very truly yours,

/s/ Louie Vaughan ___________________________ Signature

Louie Vaughan ___________________________ Print Name 318 Woodrun Drive ____________________________ Ridgeland, MS 39157 ____________________________ Address

[add below the signatures of all registered owners of shares deemed beneficially owned by the affiliate]

___________________________ Name:

___________________________ Name:

___________________________ Name:

AGREED TO AND ACCEPTED as of December 14, 1997

PHYSICIAN SALES & SERVICE, INC.

/s/ David A. Smith BY:_________________________

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[EX A]: Highlight the parts (if any) of this contract related to Governing Law that should be reviewed by a lawyer. Details: Which state/country's law governs the interpretation of the contract?

[EX Q]: ENDORSEMENT AGREEMENT

THIS AGREEMENT, made and entered into as of this 1st day of January, 2000, by and between MOSSIMO, INC., 2450 White Road, 2nd Floor, Irvine, California 92614 (Company), and DAVID DUVAL ENTERPRISES, INC. c/o International Management, Inc., IMG Center, 1360 East 9th Street, Suite 100, Cleveland, Ohio 44114 (Licensor):

WITNESSETH:

WHEREAS, David Duval (Duval) is recognized as a highly skilled professional golfer.

WHEREAS, Company desires to obtain the rights to use the name, fame, image and athletic renown of Duval in connection with the advertisement and promotion of its products as provided herein;

WHEREAS, Duval has licensed all such rights to Licensor, along with the right to sublicense such rights to third parties.

NOW, THEREFORE, the parties agree as follows:

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

(a) Contract Period shall mean that period of time commencing on January 1, 2000 and concluding December 31, 2003, unless terminated sooner as provided herein.

(b) Contract Year shall mean the consecutive 12-month period beginning on any January 1st during the Contract Period.

(c) Products shall mean casual apparel consisting of men's pants, shirts, sweaters, windshirts and raingear.

(d) Duval Identification means the right to use, subject to the provisions hereof, Duval's name, fame, nickname, initials, autograph, voice, video or film portrayals, facsimile signature, photograph, likeness and image or facsimile image, and any other means of endorsement by Duval used in connection with the advertisement and promotion of Company's Products.

(e) Contract Territory shall mean worldwide.

(f) Outerwear shall mean the golf shirts, sweaters, windshirts and raingear worn by Duval when he plays professional golf.

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(g) Exempt Status shall mean Duval has earned full playing privileges on the PGA Tour each year of the contract term.

2. GRANT OF RIGHTS. In consideration of the remuneration to be paid to Licensor pursuant hereto, Licensor grants to Company the right and license during the Contract Period to use the Duval Identification solely in connection with the advertisement and promotion of Company's Products within the Contract Territory as set forth herein. Licensor agrees not to grant the right to use the Duval Identification to anyone other than Company in connection with the advertisement and promotion of Products. It is understood that Company may not use the Duval Identification in connection with any items for sale or resale, other than Company Products as specified herein.

3. PRIOR APPROVAL. Company agrees that no use of the Duval Identification nor any item used in connection with the Duval Identification will be made hereunder unless and until the same has been approved by Licensor. Licensor agrees that any material, advertising or otherwise, submitted for approval as provided&sbsp;herein may be deemed by Company to have been approved hereunder if the same is not disapproved in writing within ten (10) business days after receipt thereof. Licensor agrees that any material submitted hereunder will not be unreasonably disapproved and, if it is disapproved, that Company will be advised of the specific grounds therefor. If Company desires immediate approval of advertising material hereunder, Company shall have the right to directly contact Licensor's authorized agent to obtain such approval. Company agrees to protect, indemnify and save harmless Licensor, Duval and their authorized agent, or any of them, from and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, arising out of, or in any way connected with, any advertising material furnished by, or on behalf of, Company.

4. REMUNERATION. (a) In consideration of the rights herein granted hereunder, Company shall pay to Licensor the annual fee set forth in the schedule below (the Annual Fee).

Year Annual Fee ---- ----------

2000 $850,000 2001 $850,000 plus amounts paid under Section 5 in 2000 2002 $850,000 plus amounts paid under Section 5 in 2000 and 2001 2003 $850,000 plus amounts paid under Section 5 in 2000-2002

One-half of the Annual Fee will be due on or before January 1 and July 1 of each Contract Year.

(b) As additional remuneration hereunder, Company agrees to pay Licensor an Additional License Fee of One Million Five Hundred Thousand Dollars ($1,500,000) to be paid

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in quarterly installments on or before January 1, April 1, July 1 and October 1 of the first Contract Year.

(c) Licensor agrees that Duval must achieve and maintain Exempt Status on the PGA Tour throughout each Contract Year and must participate as a player in a minimum of fifteen (15) official PGA Tour events each Contract Year (Minimum Annual Performance Requirements). Licensor also agrees that the Additional License Fee set forth in Section 4 (b), is an advance payment earned at a rate of $375,000 on each annual anniversary date beginning December 31, 2000. In the event Duval does not meet the Minimum Annual Performance Requirements for a Contract Year, $375,000 of the Additional License Fee will be deemed to be unearned. Any unearned Additional License Fee is fully &bbsp; refundable and due Company no later then January 31st of the following year. In the event the Company terminates the Agreement in accordance with Section 16, any unearned Additional License Fee will be fully refundable and due the Company as set forth in Section 16.

5. ADDITIONAL REMUNERATION. It is agreed that should Duval achieve any of the accomplishments set forth in the following schedule during the Contract Period, then Company will pay Licensor the additional remuneration set forth below for each such accomplishment due to the increased value in the Duval Identification.

Accomplishment Additional Remuneration -------------- -----------------------

PGA Tour Win $25,000 PGA Tour 2-5 place finish $10,000

World Championship Event Win $40,000 World Championship Event 2-5 place finish $15,000

Major Win (Masters, U.S. Open, British Open, PGA Championship) $100,000 Major 2-5 place finish $25,000

Named to Ryder Cup or President's Cup Team $15,000

Player of the Year $40,000

All additional remuneration will be due within thirty (30) days of each such accomplishment. Company agrees that all additional remuneration earned by Licensor during each Contract Year will be added to the Annual Fee for each remaining Contract Year during the Contract Period.

6. PAYMENTS. Licensor may elect to have payments made by check, wire transfer, or bank transfer. Unless such election has been made in writing, all payments shall be made by check drawn to the order of David Duval Enterprises, Inc. and delivered to c/o IMG Center,

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1360 East 9th Street, Cleveland, Ohio 44114, Attention: Treasurer. Past due payments hereunder shall bear interest at the rate of (a) one and one-half percent (1-1/2%) per month, or (b) the maximum interest rate permissible under law, whichever is less. All amounts herein are in United States Dollars.

7. MARKETING COMMITMENT. Company agrees that it will aggressively promote Duval and his association with Company and Company Products each Contract Year during the Contract Period.

8. SERVICES OF DUVAL. (a) If Company desires to utilize the services of Duval as a model in connection with Company advertising to promote its products or for personal appearances to promote Company, Licensor agrees, at the request of Company to provide the services of Duval upon a reasonable number&bbsp;of days as mutually agreed upon and at places reasonably convenient to his schedule. Company agrees that it will reimburse Licensor for all reasonable travel, lodging and meal expenses incurred by Licensor or Duval in connection with such

services. Company further understands that failure to utilize services of Duval pursuant to this section shall not result in any reduction in payments to Licensor hereunder nor may the obligation to provide services be carried forward or backward to any Contract Year. The obligations of Licensor to provide services of Duval hereunder are subject to the condition that payments to Licensor are current and up to date.

(b) Should Company use Duval in television advertising to promote Company's Products, Company will make all applicable required union scale and pension and welfare payments. Company and Licensor will mutually agree on the portion of the Annual Fee that shall be allocated for such broadcast services.

(c) Licensor agrees to cause Duval to wear Company's Products sold by Company when playing professional golf, and while participating in golf exhibitions and outings, upon the condition that Company supply Duval with such amounts of properly fitting Products, in fabrics and styles approved by Duval and Company, as Duval may reasonably request which are suitable for his use in tournament competition. Company agrees to pay all charges in connection with the delivery of such Products to Duval, including shipping charges, air freight charges and customs charges. Company agrees to reimburse Licensor's authorized agent for all such expenses incurred by it in connection with the transfer of such Products to Duval.

(d) Licensor agrees that Duval will consult with Company as reasonably requested regarding the development of a Company golf line of Products or a Duval Signature Line of Products as mutually agreed upon. Company agrees that Licensor will receive additional remuneration in connection with such golf line or signature line, whether as a royalty or otherwise, as mutually agreed upon.

9. COMPANY IDENTIFICATION. (a) It is agreed that the logo or name of Company (or Company's subsidiaries as mutually agreed upon) (the Company Logo) shall be affixed to mutually agreed upon locations of Duval's Outerwear, excluding the right sleeve which is reserved for one of Licensor's other sponsors, which he wears when he plays professional golf.

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Company agrees that it will be responsible for, and the cost of, affixing the Company Logo on all such Outerwear. Furthermore, Company understands that if Duval participates in a special team event where there is an official uniform, then Duval is permitted to wear such uniform during such event (e.g. Ryder Cup, President's Cup, etc.).

(b) Company shall provide and maintain, at its own expense, commercial general liability insurance and advertising injury coverage, with limits of not less than One Million Dollars ($1,000,000.00), and shall cause such policy to be endorsed to state that Duval is an additional named insured thereunder. A certificate of insurance evidencing such coverage shall be furnished to Duval within thirty (30) days of the full execution of this Agreement. Such insurance policy shall provide that the insurer shall not terminate or materially modify such policy or remove Duval as an additional named insured without prior written notice to Duval at least twenty (20) days in advance thereof.

10. AUTHORIZED AGENT. Licensor hereby designates International Management, Inc., IMG Center, 1360 East 9th Street, Suite 100, Cleveland, Ohio 44114, Attention: Charley Moore as its authorized agent for all purposes hereunder. All notices or submissions to be made or delivered by Company to Licensor pursuant to this Agreement shall be delivered to said address free of all charges such as, for example, shipping charges and customs charges. In the event that any such charges are paid by Licensor or by its authorized agent, Company agrees to make prompt reimbursement.

11. DEFAULT. (a) If either party at any time during the Contract Period shall (i) fail to make any payment of any sum of money herein specified to be made, or (ii) fail to observe or&bbsp;perform any of the covenants, agreements or obligations hereunder (other than the payment of money), the nondefaulting party may terminate this Agreement as follows: as to (i) if such payment is not made within ten (10) days after the defaulting party shall have received written notice of such failure to make payment, or as to (ii) if such default is not cured within thirty (30) days after the defaulting party shall have received written notice specifying in reasonable detail the nature of such default. In order to be a sufficient notice hereunder, any such written notice shall specify in detail each item of default and shall specify the provision of this Agreement which applies to each item of default, and shall specify in detail the action the defaulting party is required to take in order to cure each item of default. The termination rights set forth in this section shall not constitute the exclusive remedy of the nondefaulting party hereunder, however, and if default is made by either party hereunder, the other may resort to such other remedies as said party would have been entitled to if this section had been omitted from this Agreement, subject to the terms of this Agreement. Termination under the provisions of this section shall be without prejudice to any rights or claims which the terminating party may otherwise have against the defaulting party, and if Company is the defaulting party, Company shall be responsible for any and all payments due under the terms of this Agreement in addition to other liabilities set forth above.

(b) If Company shall become bankrupt or insolvent, or if Company's business shall be placed in the hands of a receiver, assignee or trustee, whether by voluntary act of Company or otherwise, the Contract Period shall, at the election of Licensor, immediately terminate.

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12. USE OF DUVAL IDENTIFICATION AFTER TERMINATION. From and after the termination of the Contract Period all of the rights of Company to the use of the Duval Identification shall cease absolutely and Company shall not thereafter use or refer to the Duval Identification in advertising or promotion in any manner whatsoever. It is further agreed that following termination of the Contract Period, Company shall not advertise, promote, distribute or sell any item whatsoever in connection with the use of any name, figure, design, logo, trademark or trade name similar to or suggestive of the Duval Identification.

13. TRADEMARKS. Company agrees that it will not file, during the Contract Period or thereafter, any application for trademark registration or otherwise obtain or attempt to obtain ownership of any trademark or trade name within the Contract Territory or in any other country of the world which consists of the Duval Identification or any mark, design or logo intended to make reference to Duval or to identify products endorsed by Duval. In the event that, prior to commencement of the Contract Period, Company has filed one or more applications for registration of any such trademark, or otherwise has obtained any rights to such trademark, Company agrees to cause such applications and/or trademarks to be assigned and transferred to Licensor forthwith.

14. RESERVATION OF RIGHTS. All rights not herein specifically granted to Company shall remain the property of Licensor to be used in any manner Licensor deems appropriate. Company understands that Licensor has reserved the right to authorize others to use Duval Identification within the Contract Territory and during the Contract Period in connection with all tangible and intangible items and services other than Products themselves.

15. INDEMNITY. Company agrees to protect, indemnify and save harmless Licensor, Duval and their authorized agent, or any of them, from and against any and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, including reasonable attorneys' fees, arising out of, or in any way connected with, actions or omissions of Company, any advertising material furnished by, or on behalf of, Company or any claim or action for personal injury, death or other cause of action involving alleged defects in Company's Products or services. Company agrees to provide and maintain, at its own expense, general commercial and product liability insurance with limits no less than Three Million Dollars ($3,000,000) and naming Licensor and Duval as additional named insureds. Within thirty (30) days from the date hereof, Company will submit to Licensor evidence of such policy, requiring that the insurer shall not terminate or materially modify such without written notice to Licensor at least twenty (20) days in advance thereof.

16. SPECIAL RIGHT OF TERMINATION. Company shall have the right to terminate this Agreement upon written notice to Licensor if the commercial value of the Duval Identification is substantially reduced because Duval (i) has engaged in illegal or immoral conduct resulting in a felony conviction; or (ii) fails an officially sanctioned drug test or is criminally convicted of any drug related offense. Any termination pursuant to this paragraph shall become effective on the 30th day next following the date of receipt by Licensor of Company's written notice to so terminate.

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17. LIMITED LIABILITY. Notwithstanding anything to the contrary herein, in the event Company incurs any expenses, damages or other liabilities (including, without limitation, reasonable attorneys' fees) in connection with the performance or non-performance of any term or provision hereof, Licensor's liability to Company shall not exceed the remuneration, excluding reimbursement of expenses, actually paid to Licensor by Company. In no event will Licensor be liable for any indirect, incidental, reliance, special or consequential damages arising out of the performance or non-performance of this Agreement, whether or not Licensor had been advised of the possibility of such damages. It is understood that Duval is not a party hereto and has no liability hereunder but is an intended specific third party creditor beneficiary hereof.

18. WAIVER. The failure of either party at any time or times to demand strict performance by the other of any of the terms, covenants or conditions set forth herein shall not be construed as a continuing waiver or relinquishment thereof and each may at any time demand strict and complete performance by the other of said terms, covenants and conditions. Any waiver of such rights must be set forth in writing.

19. SEVERABILITY. If any provision of this Agreement shall be declared illegal, invalid, void or unenforceable by any judicial or administrative authority, the validity of any other provision and of the entire Agreement shall not be affected thereby.

20. ASSIGNMENT. This Agreement shall bind and inure to the benefit of Licensor, and the successors and assigns of Licensor. The rights granted Company hereunder are personal to it, shall be used only by it or its affiliate and shall not without the prior written consent of Licensor be transferred or assigned to any other party. In the event of the merger or consolidation of Company with any other entity, Licensor shall have the right to terminate the Contract Period by so notifying Company in writing within sixty (60) days following Licensor's receipt of notice of such merger or consolidation.

21. ARBITRATION/GOVERNING LAW. This agreement shall be governed by, and its provisions enforced in accordance with, the laws of the State of Ohio, without regard to its principals of conflicts of laws. In the event a dispute arises under this agreement which cannot be resolved, such dispute shall be submitted to arbitration and resolved by a single arbitrator (who shall be a lawyer not employed by or associated with either party to this agreement) in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. All such arbitration shall take place at the office

of the American Arbitration Association located in Cleveland, Ohio. Each party is entitled to depose one (1) fact witness and any expert witness retained by the other party, and to conduct such other discovery as the arbitrator deems appropriate. The award or decision rendered by the arbitrator shall be final, binding and conclusive and judgment may be entered upon such award by any court.

22. SIGNIFICANCE OF HEADINGS. Section headings contained herein are solely for the purpose of&bbsp;aiding in speedy location of subject matter and are not in any sense to be given weight in the construction of this Agreement. Accordingly, in case of any question with respect to the

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construction of this Agreement, it is to be construed as though such section headings had been omitted.

23. NO JOINT VENTURE. This Agreement does not constitute and shall not be construed as constituting an association, partnership, joint venture or relationship of principal and agent or employer and employee between Licensor and Company. Neither party shall have any right to obligate or bind the other party in any manner whatsoever, and, except as expressly set forth herein, nothing herein contained shall give, or is intended to give, any rights of any kind to any third person.

24. ENTIRE AGREEMENT. This writing constitutes the entire agreement between the parties hereto and may not be changed or modified except by a writing signed by the party or parties to be charged thereby.

25. EXECUTION AND DELIVERY. This instrument shall not be considered to be an agreement or contract nor shall it create any obligation whatsoever on the part of Licensor and Company, or either of them, unless and until it has been personally signed by a representative of Licensor and by a representative of Company and delivery has been made of a fully signed original. Acceptance of the offer made herein is expressly limited to the terms of the offer.

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

MOSSIMO, INC. DAVID DUVAL ENTERPRISES, INC.

By: /s/ Edwin Lewis By: /s/ David Duval ------------------------------- ------------------------------ Name: Edwin Lewis Name: David Duval Title: President and CEO

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[EX A]:
Highlight the parts (if any) of this contract related to Third Party Beneficiary that should be reviewed by a lawyer. Details: Is there a non-contracting party who is a beneficiary to some or all of the clauses in the contract and therefore can enforce its rights against a contracting party?