TASK DEFINITION: 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.
PROBLEM: EXHIBIT 10.1

AFFLIATE AGREEMENT DATED JULY 15, 2005

AFFILIATE AGREEMENT

This Agreement entered into as of the Effective Date by and between Link Plus Corporation and Axiometric, LLC.

RECITALS

WHEREAS, Axiometric has developed certain computer software including wireless mesh networking technology and AMR devices and systems;

WHEREAS, LKPL has developed certain radio devices and systems along with hardware manufacturing capacities and plans to develop AMR devices and systems;

WHEREAS, LKPL and Axiometric believe it will be in their mutual best interests to cooperate in further developing AMR product suites by creating a preferred provider relationship between themselves;

WHEREAS, LKPL and Axiometric entered into a Letter of Intent dated May 3, 2005, and now desire to further describe their relationship as initially set forth in the non-binding portions of that Letter of Intent.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the fees to be paid in connection therewith, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties intending to be legally bound, hereby agree as follows:

1. DEFINITIONS

1.1 Throughout this Agreement, and unless the context otherwise requires, the terms shown on Exhibit A (whether or not capitalized) shall have the meanings there specified. If other terms are defined in the text of this Agreement, then throughout this Agreement, those terms shall have the meanings respectively ascribed to them.

2. OFFICE SPACE

2.1 During the term of this Agreement, LKPL will provide Axiometric with a license to use office space in LKPL's corporate facility in Columbia, Maryland, free of charge.

2.2 LKPL will allow Axiometric to use enough office space for two individuals and associated equipment in locations convenient for LKPL's purposes for as long as that space is available and not needed by LKPL for its own purposes. Axiometric will have access to LKPL's telephone system, internet connections, conference room, and printers.

2.3 If LKPL requires space used by Axiometric for LKPL's own purposes, then LKPL will attempt in good faith but without having any obligation to continue to provide Axiometric with comparable space. If LKPL deems itself unable to continue to provide Axiometric work space without expanding LKPL's facilities, and if LKPL determines it will be in its own best interests to expand its facilities, then LKPL will afford Axiometric the opportunity to lease space in the new facilities under a mutually acceptable separate commercial rental agreement. If Axiometric does not then wish to rent office space from LKPL, then LKPL may terminate Axiometric's license to use work space in LKPL's facility upon 60 days notice.

Source: LINK PLUS CORP, 8-K, 8/2/2005

2.4 Axiometric shall be solely responsible for providing all equipment, furniture, supplies and other personal property that Axiometric deems appropriate to operate its business. LKPL will have no obligation to provide any special facilities or infrastructure unless otherwise negotiated.

2.5 LKPL will have no liability whatsoever for any of Axiometric's equipment, furniture, supplies or other personal property; Axiometric will use the space at its sole risk.

2.6 Axiometric will have the right to terminate the license to use the office space and to move out of the office space at any time upon two weeks notice.

2.7 Axiometric must at all times use the office space strictly in accordance with terms and conditions stated in LKPL's lease for the space.

2.8 Axiometric must indemnify and hold LKPL and its officers, directors, stockholders, agents, contractors, employees and guests (collectively, the Indemnified Parties) harmless from and against any and all Loss that the Indemnified Parties may incur arising from or relating to Axiometric use of the office space, including but not limited to any Loss suffered by the Indemnified Parties as a result of any negligent acts or omissions of Axiometric, its employees, agents, contractors and representatives, or anyone else working under Axiometric or in the office with the permission of Axiometric.

3. AUTOMATIC METER READING

Axiometric and LKPL agree to jointly pursue accessing and commercially penetrating the AMR market by developing a suite of qualified and commercially marketable product suites for that market, marketing and selling that suite of products. The following shall be the general roles and responsibilities of the two companies with respect to AMR efforts:

3.1 AMR Products

3.1.1 Water Meter Development: Axiometric and LKPL are jointly developing an AMR product for remote reading of residential water utility meters (hereafter the Water Meter). The Water Meter is a hardware device with integral software. The software includes, under license, the Axiometric wireless mesh networking intellectual property. The Water Meter is capable of interfacing with a variety of water meter registers, recording water usage, logging various exceptional conditions, and reporting them via a radio link. The Water Meter is also capable of forming a mesh network with other Water Meters to extend the radio reporting range using the aforementioned Axiometric mesh networking intellectual property. The Water Meter software and hardware are based on existing Axiometric electric meter AMR hardware and software products; joint ownership of the Water Meter does not convey joint ownership of those existing products or of the mesh networking intellectual property.

New software and hardware designs and intellectual property developed in the course of the Water Meter development are jointly owned; specifically, the algorithms used to collect data directly from a Water Meter using a point-to-point link (drive-by data collection), the specific hardware designs related to water register interface, battery power management, and other intellectual property specifically

Source: LINK PLUS CORP, 8-K, 8/2/2005

described and mutually agreed in writing as amendments to this Agreement. Joint ownership conveys to each party individually the right to use, sell, modify, and create derived works from said intellectual property, as well as the right to sub-license these rights to others.

3.1.2 Energy AMR Product Suite: Axiometric has developed an AMR product suite for use in energy (electric) metering consisting of a meter insert for interfacing to energy meters, recording usage and exceptional conditions, and transmitting the information via radio to a central collector. Axiometric has also developed mesh networking intellectual property to allow the meter inserts to relay information from insert to insert thus extending the range and reliability of such information transmissions. Axiometric has also developed a central collection unit (hereafter Mesh Controller or Gateway) capable of collecting usage and other information from a large number of meter inserts and relaying that information onto another communications medium (radio, GSM, etc.) for delivery to a processing system. Axiometric has also developed processing software for recording the collected data to a database, presenting

and managing that information, and exporting the data to other processing systems. This collection of products forms an energy metering (electric) AMR Product Suite that is owned by Axiometric.

3.1.3 Axiometric and LKPL may develop other AMR Product Suites (e.g. for gas metering) and ownership of those AMR Product Suites will be held individually by the developer of the suite or jointly if mutually agreed to in writing.

3.2 Marketing and Sales: Regardless of ownership and in order to coordinate marketing and prevent overlap and confusion by customers and potential customers, all sales and marketing shall be conducted as follows:

3.2.1 Axiometric shall have the exclusive right to market and sell AMR Product Suites to entities whose corporate headquarters are physically located in the United States and U.S. territories with the exception of Datamatic as defined in 3.3.1 and 3.3.2 below

3.2.2 LKPL shall have the exclusive right to market and sell AMR Product Suites to Datamatic LTD, a Plano TX corporation (hereafter Datamatic).

3.2.3 LKPL shall have the exclusive right to market and sell AMR Product Suites to entities whose corporate headquarters are physically located outside the United States and its territories.

3.2.4 The proceeds of all sales shall be distributed pursuant to the terms of this Agreement as set forth in Section 3.3 [Proceeds] below.

3.3 Proceeds: As a result of the different ownership interests, marketing relationships, and this Agreement, the proceeds of sales of AMR Product Suites shall be as follows unless otherwise mutually agreed in writing:

3.3.1 For sales of Water Meter AMR Product Suites to Datamatic, LKPL shall set the price of Water Meter AMR Product Suite sales to Datamatic. LKPL shall pay

Source: LINK PLUS CORP, 8-K, 8/2/2005

Axiometric the higher of a) five-percent (5%) of the Gross Proceeds or b) twenty-five-percent (25%) of the Net Proceeds of all Water Meter AMR Product Suite sales.

3.3.2 For sales of Electric Meter AMR Product Suites to Datamatic, Axiometric shall set the price of Electric Meter AMR Product Suite sales to Datamatic. LKPL shall pay Axiometric Net Proceeds less the higher of a) five-percent (5%) of the Gross Proceeds or b) twenty-five-percent (25%) of the Net Proceeds.

3.3.3 For sales of AMR Product Suites by LKPL, other than sales to Datamatic as defined above: LKPL shall pay Axiometric the higher of:

a) five-percent (5%) of the Gross Proceeds OR b) twenty-percent (25%) of the Net Proceeds

3.3.4 For sales of AMR Product Suites by Axiometric, other than sales to Datamatic as defined above, and other than AMR product suites for use in electric/energy metering: Axiometric shall pay LKPL the higher of:

a) five-percent (5%) of the Gross Proceeds OR b) twenty-percent (25%) of the Net Proceeds

3.3.5 Payments to Axiometric for sales of the AMR Product Suite shall be in lieu of any licensed IP Royalty payments for those products.

3.4 Manufacturing: During the term of this Agreement, Axiometric shall issue a Request for Manufacture (RFM) for any AMR hardware to be sold by Axiometric under the terms of this Agreement. The RFM shall specify delivered product cost, credit requirements, delivery schedules, warranty service, quality using industry standard terms, and other industry standard manufacturing requirements. As the preferred manufacturer, LKPL shall have first right of refusal on all such RFMs. If LKPL does not respond to an RFM within thirty (30) days, or cannot provide competitive terms (such as cost, credit, quality, schedule), Axiometric will be free to award the manufacturing contract to an alternate manufacturer.

3.5 Payments: As defined in section 3.3 above, selling parties may owe the other party some portion of the Proceeds. The payment of amounts owed shall be performed as follows:

3.5.1 Payments due shall be made within 45 days of the close of each calendar quarter.

3.5.2 Payments that are not received within thirty (30) days after their due date will bear interest at the rate of twelve percent (12.0%) per annum compounded monthly from the due date until such payment is received.

3.5.3 Payments not received within sixty (60) days after their due date will be considered a material breach of this Agreement and the party due payment may pursue any and all legal action to recover the payment and reasonable legal fees incurred in the pursuit of said payment.

Source: LINK PLUS CORP, 8-K, 8/2/2005

3.5.4 Both parties are entitled to reports of sales and to conduct periodic audits to ensure accuracy of Payments as follows:

a. Each party will provide to the other a quarterly report (in hard copy and electronic copy (if applicable)) showing the AMR Product Suite sales including the Gross Proceeds and the Production Costs.

b. Each party shall have the right to conduct an audit after the end of each calendar year to verify the accuracy of the other party's quarterly reports for that year, provided the audit must be initiated no later than June 30th of each year, and that if no such audit is conducted, then the quarterly reports for that year will be deemed accurate.

c. In the event a Payee's audit shows that the Gross Proceeds or Production Costs of the Payor resulted in an under-payment to the Payee, then the Payor shall have the right, at the Payor's cost, to have its own auditor verify the Payee's audit. If the Payor audit confirms the report of the Payee's auditor, then the Payor will pay the deficiency within fifteen (15) days from the time Payee invoices for the deficiency.

d. In the event a Payee's audit shows that the Gross Proceeds or Production Costs of the Payor resulted in an under-payment of more than three percent (3.0%) to the Payee, then the Payor shall have the right, at the Payor's cost, to have its own auditor verify the audit. If the Payor audit confirms the report of the Payee's auditor, then the Payor will pay the deficiency and the cost of the Payee's audit within fifteen (15) days from the time Payee invoices for those fees and provides standard proof of the time and expenses incurred.

4. RELATIONSHIP OF THE PARTIES

4.1 The parties will be joint venturers only as to those activities that they jointly undertake for the AMR market as described in section 3 above; otherwise they shall be independent of each other, with full control over their respective activities without the need to account to the other, and independent contractors as to all work performed under separate agreements. Even though the parties will be joint ventureres as to the AMR market, neither party will have the right to bind the other in any way without the other party's express consent, and this Agreement shall not otherwise be construed to make any party the agent, assignee, employee,

fiduciary, investor, joint venturer, partner, or representative of any other party.

5. TERM

This Agreement will remain in force for perpetuity or until and unless otherwise mutually agreed or amended in writing by both parties.

6. NOTICES

Source: LINK PLUS CORP, 8-K, 8/2/2005

All notices and communications required or permitted to be given under this Agreement will be deemed given after receipt when sent by United States Postal Service as registered or certified mail, postage prepaid, and addressed to the other party at the notice addresses set forth on the signature page (unless by such notice a different person or address shall have been designated)

7. ADDITIONAL PROVISIONS.

7.1 This Agreement may not be assigned in whole or in part by either party without prior written consent of the other.

7.2 All actions, cases, suits and proceedings in connection with this Agreement shall be brought in Maryland. All persons affected by this Agreement specifically consent to the personal jurisdiction of and venue in said courts. No action, case, suit or proceeding, regardless of form, arising out of or related to this Agreement, may be brought by either party more than one (1) year after the cause of action has arisen, or in the case of nonpayment, more than two (2) years from the date of the last payment. ALL ACTIONS, CASES, SUITS AND PROCEEDINGS SHALL BE HEARD WITHOUT A JURY. ALL PERSONS AFFECTED BY THIS AGREEMENT SPECIFICALLY WAIVE ALL RIGHT TO A TRIAL BY JURY AND SPECIFICALLY CONSENT TO THE PERSONAL JURISDICTION OF AND VENUE IN SAID COURTS.

7.3 If suit or action is instituted to enforce any of the terms of this Agreement, then the prevailing party shall be entitled to recover from the other party such sums as the Court may adjudge reasonable as attorney's fees at trial on or appeal of such suit or action, in addition to all other sums provided by law.

7.4 This Agreement shall be construed and governed in accordance with the laws of the State of Maryland regardless of the place or places of its physical execution and performance.

7.5 This Agreement includes all Recitals, attachments, exhibits, schedules, the Software License Agreement, and contains the entire agreement of

the parties. It may not be changed orally but only by agreement in writing signed by the party against whom enforcement of any amendment, waiver, change, modification, extension or discharge is sought.

IN WITNESS WHEREOF, LKPL and Axiometric have executed this Agreement below.

LINK PLUS CORPORATION AXIOMETRIC, LLC

By: By: --------------------------- -------------------------------- Robert L. Jones, Jr. Frank Moody Chairman, CEO Managing Director

Notice Addresses:

Link Plus Corporation 6996 Columbia Gateway Drive, Suite 104 Columbia, MD 21046 Attention: Chief Operating Officer

Axiometric, LLC 10718 Vista Road Columbia, MD 21044

Source: LINK PLUS CORP, 8-K, 8/2/2005

EXHIBIT A - SELECTED DEFINITIONS

Axiometric means Axiometric, LLC. a Maryland limited liability company, having a principal place of business at 10718 Vista Road, Columbia, Maryland 21044.

Effective Date means July 15, 2005.

Inventions include creations, discoveries, hardware, inventions, prototypes, product suites, software, works of original authorship, and other intellectual property.

AMR Product Suite is a collection of hardware and software products that together allow a utility to record, transmit, collect, and process utility (e.g. gas, water, electric) customer usage data and exceptional conditions.

LKPL means Link Plus Corporation, a Delaware corporation having a principal place of business at 6996 Columbia Gateway Drive, Columbia, Maryland, 21046

Loss includes actions, claims, costs, debts, demands, encumbrances, expenses (including all reasonable attorneys fees, costs and litigation expenses), fines, liens, liabilities and obligations.

Gross Proceeds means the actual sums collected for the sale of any and all products in an AMR Product Suite.

Net Proceeds means the Gross Proceeds less the Production Cost (as defined below).

Production Cost means actual cost (including reasonable and competitive allowances for: materials, labor, overhead, other fixed costs, delivery, profit, taxes and duties) incurred in manufacturing and delivering AMR products. Reasonable and competitive is defined as being at or below the costs of competing manufacturers with similar capabilities manufactured under similar terms.

Royalty means the royalty payable by LKPL to Axiometric under the Software License Agreement between the parties.

Source: LINK PLUS CORP, 8-K, 8/2/2005

SOLUTION: 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.

PROBLEM: Exhibit 10.66

TRANSPORTATION CONTRACT

Astana January 31, 2000

PREAMBLE

JSC NOC KazakhOil, hereinafter referred to as the Company, in the person of Executive Marketing Director Ms. A. M. Rakhimbekov, acting on the basis of the Power of Attorney (1) 1-13 dated January 3, 2000, on the one side and JSC Karakudukmunay, hereinafter referred to as the Principal in the person of General Director Mr. N. D. Klinchev and Financial Director Mr. R. Moore, acting on the basis of the Charter, on the other side, collectively referred to as the Parties, have entered into this Transportation Contract (the Contract) and hereby agree as follows:

1. SUBJECT OF THE CONTRACT

1.1 The Company, at the expense and on the instructions of the Principal, shall arrange transportation for export in batches to the far abroad of crude oil (Commodity) belonging to the Principal and shall provide such other services in connection therewith as are provided in this Contract.

1.2 The volume of a batch of Commodity transported hereunder shall be determined in accordance with the monthly schedules of transit and distribution of Kazakhstany oil.

2. DEFINITIONS AND INTERPRETATION

2.1 As used in the Contract, the following terms have the meanings indicated:

Buyer means STASCO in its capacity as Buyer under the Offtake Agreement and any other person in its capacity as buyer under any Other Agreement.

Commodity is defined in item 1.1.

Company is defined in the Preamble to this Contract.

Contract is defined in the Preamble to this Contract.

CPC Blend means the blend of crude oil generally available at the CPC Terminal that complies with minimum specifications agreed by the Principal and STASCO pursuant to the Offtake Agreement.

CPC Pipeline means the pipeline being constructed by the Caspian Pipeline Consortium from the Tengiz field to Novorossiysk.

CPC Pipeline Operational Date means the last day of the month in which (i) the CPC Pipeline is completed, (ii) the Karakuduk Field is so connected with the CPC Pipeline (via pipeline, rail link, or otherwise) that Karakuduk Crude Oil can and will be evacuated to the CPC Terminal via the CPC Pipeline, (iii) the CPC Pipeline commences pumping commercial quantities of crude oil as determined by the Principal and STASCO pursuant to the Offtake Agreement, and (iv) if the CPC Pipeline is only transporting Commodity on a blend (as opposed to batch) basis, the Principal and STASCO have agreed on the specifications for CPC Blend pursuant to the Offtake Agreement.

CPC Terminal means the single buoy-mooring terminal being built by the Caspian Pipeline Consortium near Novorossiysk.

DAF has the meaning given to delivered at frontier in the Incoterms 1990.

Delivery Basis means (i) during the Principal Period, delivery of Commodity on terms of DAF Adamovo, DAF Fenyeshlitke, DAF Budkovce, FOB sea-port Odessa, FOB sea-port Novorossiysk, or FOB sea-port Ventspils, as applicable, and (ii) during the Secondary Period, delivery of Commodity on terms of FOB CPC Terminal, in each case in accordance with the route indicated in the monthly delivery schedules of the Company.

Delivery Date for a batch of Commodity means the date of execution of the last acceptance-delivery act/bill of lading for that batch of Commodity in accordance with item 4.1.vii.

Delivery Month means the period for delivery under the Offtake Agreement or the Other Agreement, as applicable.

Effective Date means the date of actual execution of this Contract by the Parties.

FOB has the meaning given to free on board in the Incoterms 1990.

Initial Term means the period commencing on the Effective Date and concluding on the last day of the month in which the fifth anniversary of the Offtake Agreement Effective Date falls.

Karakuduk Crude Oil means Commodity produced from the Karakuduk Field or from such other field as the Principal and the Company may agree.

Karakuduk Field means the Karakuduk oil field in the Mangistau Oblast of the Republic of Kazakhstan as more particularly described in the Petroleum Contract and the License.

Offtake Agreement means that certain Crude Oil Sale and Purchase Agreement between the Principal and STASCO dated 1 November 1999.

Offtake Agreement Effective Date means the effective date of and as defined in the Offtake Agreement.

Other Agreement means any agreement other than the Offtake Agreement pursuant to which the Principal sells Karakuduk Crude Oil.

Parties is defined in the Preamble to this Contract.

Petroleum Contract means that certain Agreement for Exploration, Development and Production of Oil in Karakuduk Oil Field in Mangistau Oblast of the Republic of Kazakhstan between the Ministry of Oil and Gas Industries of the Republic of Kazakhstan for and on behalf of the Government of the Republic of Kazakhstan and the Principal.

License means License No. MG#249 (Oil) dated 25 June 1995 (as subsequently amended) granted to the Principal by the Government of the Republic of Kazakhstan.

Principal is defined in the Preamble to this Contract.

Principal Period means the period from the Effective Date to the CPC Pipeline Operational Date.

REBCO means Commodity that satisfies the specifications of TU-39-1623-93 Russian oil delivered for export; Specifications for export to the far abroad.

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Secondary Period means the period from the CPC Pipeline Operational Date to the date of termination of this Contract (inclusive).

STASCO means Shell Trading International Limited acting through its agent Shell International Trading and Shipping Company Limited.

Tenge means official currency of the Republic of Kazakhstan.

2.2 In this Contract, unless the context otherwise requires:

i. Headings are used for convenience only and do not affect the interpretation of this Contract;

ii. any expression, which means individual, includes any company, Partnership, trust, joint venture, association, corporation, or other corporate organization and vice versa;

iii. references to Articles and Sections, unless otherwise expressly provided in this Contract, are references to articles and sections of this Contract;

iv. except as otherwise expressly provided, any reference to a document includes an amendment or supplement to, or replacement or renovation of, that document;

v. a reference to any Party to this Agreement and to any other document includes that Party's legal successors and assigns;

vi. words, which mean the singular, also include the plural and vice versa;

vii. the word including means including without limitation;

viii. a business day means a day (other than a Saturday or a Sunday) on which banks are open for ordinary banking business in London;

ix. tonne is a metric ton; and

x. a year means a calendar year, a quarter means a calendar quarter, and a month means a calendar month.

3. QUALITY

3.1 Unless otherwise agreed by the Parties, the Principal shall at all times deliver to the Company Karakuduk Commodity pursuant to this Contract. The Company shall ensure that (i) during the Principal Period, the quality of Commodity delivered at the relevant delivery point shall be REBCO, and (ii) during the Secondary Period, the quality of Commodity delivered at the CPC Terminal shall be Karakuduk Commodity for segregated batch deliveries or shall be CPC Blend for deliveries for which segregated batch delivery is not available.

4. OBLIGATIONS OF THE PARTIES

4.1 At all times during the term of this Contract, the Company shall:

(i) Assist in obtaining required&sbsp;official export permissions (certificate of origin of the Commodity at place the load output, customs declaration on Commodity output) for release of the batch of Commodity being delivered from the customs territory of the Republic of Kazakhstan;

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(ii) accept Karakuduk Commodity from the Principal at Metering Point 719 (PSP Samara of the Western branch office of KazTransOil) and arrange its transportation for export in accordance with the Delivery Basis;

(iii) execute all customs formalities to carry out transit transportation of the batch of Commodity through the territory of Russian Federation and the countries of the C.I.S.;

(iv) procure sending of a route telegram to AK Transneft;

(v) procure delivery of the indicated Commodity to the Buyer on the Delivery Basis, less operating losses in transportation of the Commodity, that are charged to the Principal's account;

(vi) procure berthing for the Buyer's tanker and delivery of the batch of Commodity to such tanker through the Company's agents in the relevant port;

(vii) timely present to the Principal the Acts of acceptance-delivery of the Commodity (oil)/Bills of Lading executed at the Delivery Basis. (During the Principal Period, Acts of acceptance-delivery executed on the DAF basis (Adamovo, Fenyeshlitke or Budkovce) shall be presented in one copy, Bills of Lading and sets of shipping documents attached to them executed on the FOB basis (Odessa, Novorossiysk or Ventspils) shall be presented in the number of copies specified in the Buyer's instructions, and during the Secondary Period, such documents as may be required at that time executed on the FOB CPC Terminal basis shall be presented according to the list and in the number of copies as it would be agreed between Principal, Company and CPC;

(viii) provide the Principal with information on the status of execution of this Contract;

(ix) on the Principal's request, prepare analyses of the Buyer's calculations of prices;

(x) cooperate with the Principal, to render, if possible, such assistance that can prove necessary for the Principal to perform its obligations under the Offtake Agreement or any other contract with the Buyer regarding Commodity; and

(xi) during the term of this Contract, observe all provisions of this Contract and other terms and conditions agreed upon with the Principal.

4.2 At all times during the term of this Contract, the Principal shall:

(i) Deliver Karakuduk Commodity to the Company at Metering Point 719 (PSP Samara of the Western branch office of KazTransOil) in the amount determined in accordance with item 1.2 of this Agreement;

(ii) independently conclude contracts with the Buyer on selling Crude Oil for export and submit a copy of each such contract with the Buyer to the Company 5 days before the beginning of the relevant Delivery Month;

(iii) obtain, at its own expense, required official export permissions (certificate of origin of the Commodity at place of the load output, customs declaration on Commodity output) for release of the batch of Commodity being delivered from the customs territory of the Republic of Kazakstan and deliver them before the 5th day of the Delivery Month;

(iv) if the Delivery Basis is DAF, provide the Company before the 5th day of the Delivery Month with a copy of confirmation from AK Transneft on its readiness to accept the agreed batch of Commodity from coordinators at the relevant directions;

4

(v) if the Delivery Basis is FOB, to provide the Company and the Company's agent in the relevant port 5 days before the agreed upon loading&bbsp;period (Laycan) with the Buyer's instructions on filling in the shipping documents, including name of the vessel, its characteristics, loading period (Laycan), lay time and other necessary data;

(vi) make a 100% pre-payment for transportation of the batch of Commodity through the territory of Russian Federation and the CIS countries, in accordance with the Payment Order of AK Transneft;

(vii) pay the additional expenses if the transport tariffs are increased, providing the Company presents the appropriate documents;

(viii) reimburse the Company for the cost of execution of the customs declaration at the Energy customs office of the RF in accordance with the Company's invoice;

(ix) reimburse the Company for all expenses reasonably incurred in connection with the performance by the Company of its obligations under this Contract within 30 (thirty) days of delivery to the Principal of proper invoices and other supporting documents for such expenses;

(x) pay the Company's fee for the services rendered under Article 5 hereof, in accordance with the invoice and tax invoice;

(xi) provide copies of all payment documents;

(xii) pay all transportation and other expense of KazTransOil on the territory of Kazakhstan under its contract with KazTransOil;

(xiii) to make all necessary payments to the budget of the Republic of Kazakhstan related to excise taxes, VAT and other obligatory payments to the budget in accordance with the tax legislation

(xiv) during the term of this Contract, observe all provisions of this Contract and other terms and conditions agreed upon with the Company.

5. COMPANY'S FEE AND PAYMENT TERMS

5.1 The Principal shall pay the Company a fee of $1.00 (one dollar), inclusive of VAT, per one net tonne of Commodity shipped pursuant to this Contract.

5.2 The Principal shall pay the commission fee for each delivered batch of Commodity to the Company's account within 30 (thirty) banking days after the Delivery Date.

5.3 The payment shall be made in accordance with the invoice presented by the Company and the tax invoice (original or a fax copy) in Tenge at the official exchange rate of the National Bank of the Republic of Kazakhstan effective on the Delivery Date in accordance with item 4.1.vii.

6. PERIOD AND TERMS OF LOADING

6.1 Commodity will be shipped by the Company in batches during the period from the Effective Date through the term of this Contract subject to (i) the Principal having the requisite supplies of Commodity and (ii) the Principal having entered into the Offtake Agreement or another Agreement with the Buyer.

5

6.2 The Company shall have a right to deliver Commodity to the Buyer with a permissible +/-5% deviation from the number of batches of Commodity.

7. OWNERSHIP RIGHT AND RISK OF ACCIDENTAL LOSS

7.1 Ownership right and risk of loss with respect to all Commodity transported under this Contract, shall remain with the Principal at all times prior to transfer of the ownership right and risk of loss with respect to such Commodity to the Buyer in accordance with the Delivery Basis. At no time shall the Company have the ownership right to any Commodity transported under this Contract.

7.2 At any time in accordance with reasonable requirements of the Principal, the Company shall confirm the Principal's ownership rights to Commodity, transported under this Contract.

7.3 At any time the Principal may insure this Contract at his own expense, and the Company shall render feasible assistance to the Principal in this case.

8. LIABILITY; INDEMNITY

8.1 The Parties shall be liable for non-execution and/or improper execution of their obligations under this Agreement in accordance with the legislation of the Republic of Kazakstan.

8.2 In case if the Principal violates the conditions of this Contract, and such violation entails infringement of the Off-take Agreement conditions by the Principal, then the Principal shall be solely liable in front of the Purchaser for such violations. In addition, the Company shall not be liable in front of the Principal or the Purchaser hereunder.

8.3 In case if violation by the Principal of the Off-take Agreement conditions takes place due to infringement by the Company of its liabilities in front of the Principal under this Contract, the Company shall be soley liable in front of the Principal for such losses resulting from such violation , evidenced and supported by confirming documents ..

9. TERM OF THE CONTRACT

9.1 In accordance with items 9.3, 9.4, and 10.3, this Contract shall come into force on the Effective Date, remain effective throughout the Initial Term, and be prolonged, or further extended automatically for a period of 12

months, each such extension commencing at the end of the last day of the Initial Term or the relevant anniversary thereof, unless either Party serves written notice of termination on the other Party at least 65 days prior to the end of the Initial Term, or any subsequent extension.

9.2 Any notice of termination served by any Party with violation of the period of notice required by item 9.1 shall be invalid and of no effect whatsoever.

9.3 If the Company fails to perform within 30 days upon notice from the Principal on nonperformance by the Company of any of its obligations under this Contract, and keeps non-performing it, then the Principal may upon expiry of the indicated 30 day period, terminate this Contract, with obligatory accounts settling.

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9.4 If the Principal fails to perform within 30 days upon notice from the Company on nonperformance by the Principal of any of its obligations under this Contract, and keeps non-performing it, then the Company is entitled, upon expiry of such 30 day period, to terminate this Contract, with obligatory accounts settling.

10. FORCE-MAJEURE

10.1 Except for the obligations to make any payment, required by this Contract (which shall not be subject to relief under this item), a Party shall not be in breach of this Contract and liable to the other Party for any failure to fulfil any obligation under this Contract to the extent any fulfillment has been interfered with, hindered, delayed, or prevented by any circumstance whatsoever, which is not reasonably within the control of and is unforeseeable by such Party and if such Party exercised due diligence, including acts of God, fire, flood, freezing, landslides, lightning, earthquakes, fire, storm, floods, washouts, and other natural disasters, wars (declared or undeclared), insurrections, riots, civil disturbances, epidemics, quarantine restrictions, blockade, embargo, strike, lockouts, labor disputes, or restrictions imposed by any government.

10.2 The Party affected by the indicated circumstances shall be excused from performance or accurate performance, as the case may be, of such obligation for so long as such circumstance continues to exist. The Party affected shall promptly, at any rate, within twenty-four (24) hours from the receipt of information about the occurrence of such event must notify the other Party on the occurrence of such circumstances and on the obligations affected.

10.3 If performance of the obligations by any Party under this Contract have been delayed for a period of 3 months, the other Party shall be entitled to terminate this Contract thereafter by giving notice to that effect to the Party claiming relief under Section 10, with obligatory accounts settling.

10.4 No circumstance described in item 10.1 shall result in prolongation of the validity term of this Contract.

11. SETTLEMENT OF DISPUTES AND APPLICABLE LAW

11.1 In the event of any disputes arousal under this Contract, the Parties shall exercise all reasonable efforts to resolve them by negotiations.

11.2 In the event that resolution of the disputes by negotiations is impossible, they shall be subject to court consideration at the defendant's location.

11.3 Effective legislation of the Republic of Kazakhstan shall apply to any relations of the Parties arising out of this Contract.

12. MISCELLANEOUS TERMS AND CONDITIONS

12.1 Neither Party shall be entitled to assign any of its rights or duties hereunder to any third parties without a written consent of the other Party thereto.

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12.2 Any amendments or alterations to this Contract shall be considered valid only if executed in writing and signed by the authorized representatives of the Company and the Principal. Usage of facsimile communication for signing the above mentioned amendments and alterations shall be acceptable.

12.3 From and after the Effective Date, all prior negotiations and correspondence pertinent to the Contract shall have no legal force.

12.4 In all other matters not stipulated in this Contract, relations of the Parties shall be governed by the legislation of the Republic of Kazakhstan in force.

12.5 The Parties shall guarantee observance of confidentiality in respect to any information and documentation received hereunder; provided, that nothing in

this item shall restrict either Party from disclosing details of or relating to this Contract information (i) to any shareholder of such Party, (ii) to any creditor to such Party, (iii) to any person considering to become a shareholder of or creditor to such Party, (iv) to the extent necessary to comply with any laws or regulations applicable to such Party.

12.6 Any attachments to this Contract shall be an integral part hereof.

12.7 This Contract has been executed in 2 (two) original copies in both the Russian language and the English language, one copy in each language for each of the Parties, in addition, the Russian text of the Contract has priority.

13. REPRESENTATIONS

13.1 Each Party represents to the other Party that:

i. It is duly organized and validly existing under the laws of the jurisdiction of its incorporation or registration and, if provided under such laws, in good standing;

ii. it has the power to sign and deliver this Contract and has undertaken all necessary measures to authorize such signing, delivery and execution;

iii. such signing and delivery do not violate or conflict with any law applicable to it, any provisions of its constitutional documents, any orders or judgements of any court or another agency of government applicable to it or any of its assets or any contractual restrictions binding on or affecting it or any of its assets;

iv. all governmental and other permits which are required to have been obtained by it with respect to this Contract, have been obtained and have full legal force; and all conditions of any such permits have been complied with; and

v obligations of such Party under this Contract constitute its legal, valid and binding obligations, enforceable in accordance with its respective terms (subject to applicable bankruptcy, re-organization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject, as to the enforceability, to equitable principles of general application (regardless of whether enforcement on execution of this Contract is sought in a proceeding in equity or under law)).

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14. MISCELLANEOUS

14.1 This Contract constitutes the entire agreement of the Parties with respect to the subject matter of this Contract and the Parties acknowledge that they do not enter into this Contract regardless of any previous contacts between the Parties or their affiliates.

14.2 Any amendments or alterations to any of the terms of this Contract shall be effective unless they are registered in writing and signed by or on behalf of each of the Parties; no waiver of any provision hereof shall be effective unless it is in writing and signed by the Party, against which such waiver is sought to be enforced.

14.3 Except as expressly provided herein, the rights, authorities and remedies, provided in this Contract, are cumulative and not exclusive of any rights, authorities and remedies provided by the law.

14.4 Except as expressly provided herein no delay or omission on the part of either Party in exercising any rights, authorities or remedies, provided by law or under this Contract, nor any indulgence granted by any Party to another Party, shall impair such rights, authorities or remedies, or be construed as a waiver thereof; moreover, no single or partial exercise of any right, power or remedy provided by law or under this Contract shall hinder other or further exercise thereof, as well as exercise of any other right, power or remedy.

14.5 This Contract does not confer rights or remedies upon any person other than the Principal and the Company.

15. LEGAL ADDRESSES AND PROPS OF THE PARTIES

COMPANY: PRINCIPAL

JSC NOC KazakhOil JSC Karakudukmunay 473000, Republic of Kazakhstan, Astana, 466200, Aktau, Mangistau oblast 60, Republic avenue District 3, Building 82 Tel.: (3172) 280609, fax 327724 Tel.: (3292) 513795, fax 518336 TRN 600700150675 TRN 430600001175

Bank props: Bank props: Tenge account (1) 000467052 AB Neftebank, Aktau in Akmola affiliate of Tenge account (1) 609614 JSC Almaty trade and finance bank, Astana IAT 195301730 IAT 192901705

/s/ Amangeldy Tlegenov &bbsp; /s/ Nikolai D. Klinchev

- -------------------------------------------- ------------------------------- A.M. Rakhimbekov Nikolai Klinchev

/s/ Richard J. Moore ------------------------------- Richard Moore

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SOLUTION: Highlight the parts (if any) of this contract related to Volume Restriction that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party's use of the product/services exceeds certain threshold?

PROBLEM: EXHIBIT 10.26 MICOA AGENCY AGREEMENT

Mutual Insurance Corporation of America, a Michigan insurance corporation (MICOA) and Stratton, Cheeseman & Walsh-Nevada, Inc., a Nevada corporation, (Agency), (sometimes commonly referred to as the Parties) agree as follows:

A. AUTHORITY OF AGENCY

Subject to requirements imposed by law, the underwriting rules, procedures and regulations of MICOA and this agreement, the Agency is authorized to:

1. Solicit within the State of Nevada, receive and transmit immediately and directly to MICOA, proposals for health care liability insurance contracts for which a commission is specified in the schedule of commissions provided by Exhibit A, attached and as amended or supplemented by such attachments from time to time.

2. Produce and deliver certificates of insurance and written binders in accordance with MICOA underwriting requirements. The Agency is not authorized to accept or bind any risk or to otherwise obligate MICOA without specific authority from MICOA.

3. Provide all usual and customary services of an Agency on all policies placed with MICOA subject to the following:

a. MICOA will not be responsible for Agency expenses including but not limited to rent, transportation, employee hire or solicitor's fees, postage, telegrams, telephone, advertising, licensing fees or any other Agency expenses whatsoever.

b. The Agency will not undertake or initiate advertising of any nature in connection with business or policies related to MICOA without the approval of MICOA.

4. To promptly report all claims and losses of which the Agency has knowledge and properly notify MICOA when the Agency receives notice of the commencement of any related legal action. Agency shall refrain from admitting or denying liability on the part of the company in connection with any claim or lawsuit.

5. In return for the exclusive appointment of Agency by MICOA to sell its professional liability products listed on the &sbsp;attached Commission Schedule

in Nevada, Agency agrees not to sell any competing professional liability products in Nevada, without the written consent of MICOA. Provided that, if a particular risk has been submitted to MICOA and MICOA has declined that risk, then Agency may search appropriate markets for placement of that risk, and may place that risk with another insurance company.

6. Designated Agent representatives upon request from MICOA will be expected to participate in MICOA's Nevada Market Managers Group activities and to attend all scheduled meetings.

7. MICOA will share on a project basis development costs of all promotional materials and some advertising costs related to Nevada sales, provided that all such expenditures or budgets for them are approved by MICOA in writing in advance.

8. Agency may solicit subagencies for appointment, subject to MICOA's prior written approval of each subagency following disclosure to and review by MICOA of information requested by MICOA for each proposed subagency. All such appointments by Agent shall stipulate that MICOA may terminate the subagency at any time without cause upon at least 90 days notice and that the subagency shall comply with all MICOA requirements and duties owed MICOA by Agency concerning solicitation, communications, and service to insureds. Subagencies shall also be required to submit all proposals immediately and directly to MICOA.

B. MICOA BILLED POLICIES

For business subject to Exhibit A, placed with and billed by MICOA directly to the policyholder, the following shall apply in addition to all the other provisions of this agreement:

1. The processing and submittal of all such business shall be subject to provisions outlined in MICOA's written requirements and forms as they may be implemented by MICOA from time to

time;

2. Commissions on premiums shall be paid to the Agency within 30 business days of the month in which such premiums are received and recorded by MICOA, subject to deduction by MICOA of any return commissions due from the Agency.

3. Except as provided in Section D or unless authorized by the Agency, MICOA or its affiliates shall not use its records of business placed by the Agency with MICOA to solicit individual policyholders for the sale of other lines of

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insurance or other products or services. When the Agency grants such authorization, Agency shall be paid the applicable commission on such sales, provided an appropriate agreement is in place with MICOA.

4. If this agreement is terminated, MICOA shall, at the Agency's request, provide the Agency with a list of existing MICOA-billed policies placed by the Agency including their expiration dates.

5. The Agency's name shall appear on all policies, premium notices, and cancellation notices to policyholders. Copies of all such items sent to policyholders shall be provided by MICOA to the Agency.

C. POLICY CANCELLATION

Cancellation of any policy in force, when requested in writing by the insured, will be honored by MICOA, except for those MICOA is not otherwise permitted to cancel.

D. EXPIRATIONS

1. In the event this Agreement is terminated for any reason, MICOA agrees to purchase from Agency, and Agency agrees to sell to MICOA Agency's ownership interest in the expirations for the MICOA insurance issued pursuant to this Agreement. The purchase price shall be two times Agency's commissions on business produced directly by Agency during the last 12 full months preceding the termination date. The purchase shall be completed within 60 calendar days after the termination date. In return for this payment, for a two-year period following the termination date, Agency will not directly or indirectly sell any professional liability insurance to any individuals or entities who were MICOA insureds in Nevada at the time of termination of this Agreement.

2. If Agency enters into a subagency agreement under which the subagency has the right to retain ownership of expirations on business produced by the subagency, then the purchase of expirations under subparagraph 1 above will not include the purchase of those subagency expirations, and the purchase price paid to Agency will not include the commissions paid for such business produced by the subagency.

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E. AGENCY'S ERRORS AND OMISSION, AND FIDELITY & ELECTRONIC CRIME INSURANCE

The Agency will maintain valid errors and omissions insurance, with minimum limits of $1,000,000 per incident, and a fidelity and electronic crime policy through an insurer, both of which shall contain terms and limits of coverage acceptable to MICOA covering the Agency's solicitors and each of its employees. The Agency shall provide MICOA a copy of each policy; doing so on a regular and current basis shall be a precondition to all of Agency's rights under this Agreement, including but not limited to the payment of all earned commissions.

F. TERMINATION OF AGREEMENT

1. This agreement shall terminate:

a. Automatically if any public authority cancels or declines to renew the Agency's license or Certificate of Authority.

b. Immediately if either party gives detailed written notice to the other of alleged gross and willful misconduct, fraud or material misrepresentation.

2. This Agreement shall terminate, subject to any automatic renewal or extension for one year as required by law, upon either party giving at least one hundred twenty (120) days advance written notice to the other, if not otherwise contrary to applicable law or this Agreement.

3. If the Agency is delinquent in either accounting or payment of

monies due MICOA, MICOA may by written notice to the Agency immediately terminate, suspend or modify any of the provisions of this agreement. Such action shall not be taken by MICOA over minor differences between the records of the Agency and MICOA.

4. All supplies, including forms and policies furnished by MICOA and any copies or other reproductions of them, shall remain the property of MICOA and shall be returned to MICOA or its representative upon demand.

G. INDEMNIFICATION

The respective parties shall indemnify and hold one another harmless as follows:

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1. MICOA shall indemnify and hold Agency harmless against any MICOA act or omission, except to the extent the Agency has caused, compounded, or contributed to such error.

2. Agency shall indemnify and hold Agency harmless against any act or omission of the Agency, except to the extent MICOA has caused, compounded, or contributed to such error.

3. The Agency and MICOA shall properly notify one another upon receiving notice of the commencement of any action related to such liabilities. MICOA shall be entitled to participate in any such action or in consultation with Agency and its carrier to assume the defense of any such action. If MICOA assumes the defense of any such action, it shall not be liable to the Agency for any legal or other expenses subsequently incurred on the Agency's behalf absent MICOA's advance approval of such expenses.

4. Neither party shall, except at its own risk and expense, voluntarily assume any liability, make any payment or incur any expense without the prior written consent of the other.

H. POTENTIAL OPPORTUNITIES

1. Other Programs. Agency and MICOA agree that Agency may be offered the opportunity to support MICOA's workers' compensation, and its other nonphysician professional liability or product programs in Nevada when MICOA proceeds with related marketing plans. Such plans may also include Agency's involvement in sales of MICOA commercial and personal products. Appropriate agreements must be negotiated separately from this agreement for each such product, and for each such territory, including but not limited to Nevada.

2. Territory. Agency and MICOA further agree to consider, subject to successful negotiation of appropriate agreements separate from this agreement, expansion of Agencies' sales territories for MICOA beyond Nevada.

I. MISCELLANEOUS

1. Amendment. This agreement may be amended only in writing by mutual agreement of the Agency and MICOA, except that MICOA's name herein shall be deemed changed automatically for purposes of this agreement without written amendment upon approval of any such change by MICOA's domiciliary regulator.

2. Non Waiver. Any failure by MICOA to insist upon compliance with any provisions of this Agreement or of the rules and regulations of MICOA shall not be construed as or constitute a waiver of them by MICOA.

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3. Integrated Agreement. This Agreement and its attachments as modified from time to time supersedes and replaces as of its effective date, all previous agreements, if any, between MICOA and the Agency. There are other agreements between MICOA and the Agency's parent corporation, SC&W, which are not superceded.

4. &bbsp; Independent Contractor. The Agency is an independent insurance Agency and independent contractor, and not an employee, manager, officer or owner of MICOA.

5. Applicable Law. This Agreement shall be interpreted under the laws of the State of Nevada. Any provisions of this Agreement or any amendments to the Agreement that are or become in conflict with any applicable statutes or regulations shall be deemed to be amended to conform to those statutes or regulations.

6. Counterparts. This Agreement and any Exhibits which require signatures may be executed in counterparts which shall

together be regarded as binding upon the Parties.

7. Authority. The persons signing below represent and warrant that they are duly authorized representatives of the respective Parties, fully willing and able to execute this Agreement.

8. Assignment. MICOA may assign this Agreement to its parent, affiliate, or subsidiary corporations who are licensed insurers upon written notice to Agency. Agency may not assign this Agreement without the written permission of MICOA or its successors or assigns.

9. Resolution of Disputes. In the event of any dispute arising out of this Agreement, MICOA and Agency agree to submit such dispute to arbitration as follows:

a. There shall be three arbitrators; one shall be selected by the Agency, one shall be selected by MICOA, and a third shall be selected by those two arbitrators. If the two arbitrators cannot agree on the selection of a third, American Arbitration Association's regional office closest to Agency's main office shall be requested to appoint the third arbitrator.

b. The determination of the arbitrators shall be final and binding upon the Agency and MICOA.

c. Neither MICOA nor the Agency shall be entitled to punitive and/or exemplary damages.

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d. The arbitration shall be conducted in accordance with the procedures of the above referenced regional office of the American Arbitration Association. The Agency and MICOA shall pay the cost of their arbitrator and share equally in the expense of the third arbitrator.

e. Either Party, may where permitted by the law of Nevada, enter judgment upon the arbitrators' award.

10. Year 2000 Compliance. Agency must at times assure that any of its computers, data processing systems, software components, and network arrangements use for MICOA business completely and accurately, present, produce, store and calculate all dates after December 31, 1999; and that they will not produce abnormally ending or incorrect results involving such dates as used in any forward or regression data based functions. All such items must yield date-related functionalities and date fields which accurately indicate the century and millennium and correctly perform all calculations involving a four digit year field.

Signed and effective this 25th day of May, 1999.

AGENCY

By: /s/ Terrence L. Walsh ------------------------------------

Its: President

MICOA

By: /s/ Thomas C. Payne, M.D. ------------------------------------ Thomas C. Payne, M.D. Secretary/Treasurer

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EXHIBIT A

AGENCY AGREEMENT SCHEDULE OF COMMISSIONS AND WRITTEN PREMIUM

New Business Policies: 12% of the annual premium Renewal Policies: 12% of the annual premium

Appointed agents who are not a party to a current MICOA agency contract and/or

are not affiliated with an agency which has an agency contract will receive a 1% commission rate for all lines of business stated above.

Commission will decrease by .5% effective 10/1/99 as part of a repayment program under a project memorandum dated 4/7/99. This decrease will stay in effect until SC&W reaches $10MM in premium or at a maximum of 10 years.

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April 7, 1999

Mr. Terrence Walsh Stratton, Cheeseman & Walsh, Inc. 1301 N. Hagadorn East Lansing, MI 48823

RE: NEVADA DEPARTMENT PROJECT MEMORANDUM

Dear Terry:

In response to MICOA's request to develop a complete insurance distribution system for Nevada, including physicians professional liability and personal and commercial insurance by July 1999, Stratton, Cheeseman & Walsh, Inc. (SC&W) has spent and will continue to spend a substantial amount of time and money. In recognition that these expenditures will directly benefit MICOA, SC&W and MICOA agree to the following:

- During the first two years of developing the Nevada distribution system, a portion of the start up costs will be shared. Subject to compliance with a detailed budget developed by SC&W and MICOA, these reimbursable costs shall include:

- Salaries and benefits for SCW-Nevada, Inc. employees and agents.

- 20% of your total personal benefits and salary, and 100% of your personal travel expenses incurred with respect to the Nevada office, which respective percentages are intended to recognize your personal support of MICOA's Nevada initiative.

- Legal expenses directly attributable to the Nevada initiative.

- Nevada office set up.

- Consultant's expenses paid by SC&W in direct support of the initiative.

- The above costs are to be designated and itemized in the preapproved budget and reimbursed by MICOA at 100% for the first full year of development and 50% for the second year. It is agreed that the first year began effective October 1, 1997.

- All other costs attributable to the normal operation of the Nevada insurance agency site are the sole responsibility of SC&W.

- After the first two years (i.e. after October 1, 1999) all expenses will be borne by SC&W and those amounts paid to SC&W during the first two years shall be repaid. Repayment shall be through reduction of commissions due SC&W by 0.5% or if

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SC&W exceeds $10.0 million in premium revenues by offset in the event any money is owed the Agency by MICOA. Such reduction or offset shall occur for so long as necessary to repay amounts reimbursed by MICOA during the two-year period of development; but in no event will repayment be collected for a period of greater than ten years. Any unpaid amounts at the end of ten years shall be forgiven by MICOA.

- Nevada rent expenses will be shared on a 50/50 basis between MICOA and SC&W.

- In order to allow SC&W to expand the distribution system in Nevada with select and controlled subagents, an exclusive agency agreement will be negotiated which will spell out the terms and conditions of the relationship. A commission rate of 12% will be paid for both new and renewal physicians liability business. Other commission rates will be determined as products become available. This Agency Agreement should be finalized by April 30, 1999.

- MICOA may pay future payments advanced pursuant to this letter on a monthly basis, unless doing so would be impractical, in which case another periodic form of&bbsp;payment will be arranged. Amounts owed for past time periods will be paid as follows: one-third by March 25, 1999; one-third by May 1, 1999; and one-third by June 1, 1999. All other amounts owed under this Project Memorandum to be paid by October 1, 1999.

SC&W's responsibilities, under this Project Memorandum, will include assisting MICOA with market assessment, distribution, and sales integration into Nevada. SC&W agrees not to serve in a strategic marketing capacity for another insurer

in Nevada while it is providing such services for MICOA or for a period of one year thereafter.

Terry, please countersign and return this letter to indicate your acceptance.

Sincerely,

MUTUAL INSURANCE CORPORATION OF AMERICA

/s/ Thomas C. Payne, M.D. ----------------------------------------- Thomas C. Payne, M.D. Secretary/Treasurer

ACCEPTED AND AGREED TO: STRATTON, CHEESEMAN & WALSH, INC.

/s/ Terrence L. Walsh ----------------------------------------- Terrence L. Walsh CEO

SOLUTION:
Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?