6. COMPUTER SOFTWARE LICENSING AGREEMENT

6. COMPUTER SOFTWARE LICENSING AGREEMENT Whole Doc.

This contract made as of this day, by and between , a Chinese enterprise legal person duly organized and registered under the laws of the People's Republic of China on behalf of , a Chinese entity duly organized and registered under the laws of the People's Republic of China (both of the foregoing parties are hereinafter collectively referred to as "Buyer") and , a corporation organized and existing under the laws of ("Seller") as follows: 1.

The agreement between the parties ("Contract") consists of the terms and conditions set forth herein and the following schedules incorporated by reference: Annex A System Components Annex B Delivery and Installation Timetable Annex C Price and Payment Terms Annex D Product Description and Specifications Annex E Seller's Software License Agreement Annex F End-user Software sublicense Agreement 2. Definitions The following terms shall have the following meanings in this Contract: (a) Commercial system. (sketch) (b) Consumer system. (sketch) (c) Control Computer: A component of the System used by Buyer for .

(d) System 3. Provision of The System Seller shall provide the System in accordance with the Product Description and Specifications (Annex D) and Delivery and Installation Timetable (Annex B) incorporated herein and Buyer shall pay for the System in accordance with the Price and Payment Terms (Annex C) incorporated herein. In addition, Seller will provide the System to the Buyer in accordance with Annex C. For the avoidance of doubt, the term "System" as used in this Contract shall solely refer to the Seller's system.

4. Payment (a) In full consideration for providing the System and all related items to be provided under this Contract, Buyer shall pay to Seller the amount set forth in Annex C as the purchase price for the System.

(b) Payments shall be made in accordance with Annex C.

5. Delivery and Installation (a) Delivery of the System will be made in accordance with the delivery schedule set forth in Annex B. Shipping charges are specified in Annex C. Buyer shall have the right to specify the carrier and shall instruct Seller of its choice in writing. In the absence of such instructions, Seller will select the carrier, but shall not thereby assume any liability in connection with shipment, nor shall the carrier be considered the agent of Seller. Unless requested by Buyer, Seller shall have no obligation to obtain insurance for Buyer or assist the Buyer with any shipping claims.

(b) The Seller shall, immediately upon the completion of the loading of the goods, advise the Buyer by cable/telex of the loading of the goods, the contract number, commodity, quantity, invoiced value and gross weight.

(c) Seller or its designated service provider shall install the System at Buyer's designated facility in the People's Republic of China. Installation charges are specified in Annex C. Buyer shall be responsible for timely completion, in accordance with the Installation Timetable herein (Annex B), of any necessary on-site preparations and modifications of Buyer's facilities based on the specifications set forth in the Site Preparation Guidelines previously provided to Buyer. Buyer shall provide additional test equipment and resources (including but not limited to floor space, power outlets, interconnecting cables, racks, satellite facilities and the like), if needed, in accordance with the Site Preparation guidelines. Buyer shall have the responsibility for and shall pay for all such facilities, preparations, equipment, resources, licenses and permits required thereof.

6. Compliance with Export Control Laws of the Seller's Country (a) Seller agrees to apply for all Government export licenses, permits and approvals required for the exportation from to China of the products and technology to be purchased by Buyer from Seller. In the event that, despite Seller' s best efforts, Seller is unable to obtain any and all license, permits and approvals needed to lawfully export such products and technology from to China, this Contract is immediately terminated, the Seller and Buyer are excused from performance, and each Party agrees to hold the other Party harmless.

(b) Buyer hereby undertakes to comply with the export laws and regulations of and agrees that, without obtaining the necessary license of approval from the Government, Buyer will not knowingly (i) export, directly or indirectly, any origin technical data or software acquired from Seller, or any direct product of that technical data, to any country for which the Government or any agency thereof at the time of export requires an export license or other governmental approval; or (ii) disclose any origin technical data or software acquired from Seller to any national of any country for which the Government or any agency thereof requires an export license or other governmental approval.

(c) Within months of the signing of this contract, the Seller agrees to inform the Buyer of the status of the Seller's application for the Government export licenses, permits and approvals required for the exportation from to China of the products and technology to be purchased by Buyer from Seller.

7. Title and Risk of Loss The items purchased by the Buyer shall be delivered C.I.F.

in accordance with INCOTERMS 1990. Therefore, the risk of loss for the items purchased by the Buyer shall be borne by the Seller until the items are delivered to the export carrier. After delivery of the items purchased by the Buyer to the export carrier, the title and risk of loss for the items purchased by the Buyer shall pass to the Buyer.

8. Acceptance Tests and Acceptance (a) Acceptance testing of the System shall be in accordance with Seller's Acceptance Test Procedure. Seller or its designated service provider shall conduct the acceptance tests in accordance with said Test Procedure. If any such test is not Successfully Completed (as defined below), Seller or its designated service provider shall evaluate the test and make any adjustments or corrections of the System as will result in performance of the System in accordance with the Specifications. Buyer shall be given reasonable prior notice of the commencement of, and the reasonable opportunity to observe, all such tests.

(b) The term "Successful Completion", when used in this Contract with respect to any test, means successful completion of such test as defined in the particular test procedure and all references to test denote the tests in Seller's Acceptance Test Procedure.

(c) Acceptance of the System ("Acceptance") for purposes of Annex C shall be deemed to have occurred when all tests set forth in the Acceptance Test Procedure for the system at Buyer's facility have been Successfully completed.

(d) Seller represents and warrants that it will deliver to Buyer a complete, correct and valid system, capable of accomplishing the technical targets specified in Product Description and Specifications, as demonstrated by Successful Completion of the Acceptance testing of the System. Successful Completion shall be deemed as conclusive proof that the System is complete, correct and valid, and capable of accomplishing the technical targets set forth in the Specifications.

9. Shipment in Place and Qualified Acceptance (a) In the event that the System or any part thereof is ready for shipment or installation in accordance with the dates set forth in Annex B and such shipment or installation is delayed more than calendar days pursuant to Buyer's request or because Buyer is unable to provide the necessary facilities, test equipment or resources for receipt or installation of the System, Seller may, at Seller's option, notify Buyer that the System or any part thereof is being treated as though actually shipped, delivered and installed ("Shipped in Place"). In addition, Buyer shall reimburse Seller for all storage or other expenses which Seller incurs by reason of such delay.

(b) days following notice of Shipment in Place Seller shall be entitled to invoice Buyer in accordance with the payment terms set forth in Annex C hereto (i) for one hundred percent of the purchase price for commercial system Shipped in Place, and (ii) with respect to Systems, the amount that would have been due had the System actually been shipped, with the balance to be invoiced upon Acceptance.

(c) Qualified acceptance by Buyer of the System or any portion thereof ("Qualified Acceptance") shall occur at any time, either before or after the scheduled shipment or installation dates set forth in Annex B, i) upon determination by Buyer, and written notification to Seller, that the System, is suitable to commence the operations for which Buyer intends to use it; or ii) that the System has commenced the operations for which Buyer intends to use it.

(d) Qualified Acceptance shall have the same consequences as those set forth in Section 8 (b) above except that the amount due for Systems shall be the difference between the amount paid to date and percent of the amount that would have been due upon Acceptance, with the balance to be invoiced upon Acceptance.

(e) Neither Shipment in Place nor Qualified Acceptance shall relieve Seller from any of its responsibilities under this Contract, including Successful Completion of the Acceptance Tests and correction of defects or deficiencies in accordance with the terms and conditions hereof.

10. Taxes (a) Any and all taxes, levies, customs duties, sales, use, excise, value added and similar taxes to be levied on the Buyer in connection with the performance of this Contract for the sale of goods and repair and installation services, which are now existing or which may be hereinafter imposed by any People's Republic of China governmental entity, shall be borne and paid by the Buyer.

(b) All taxes in connection with the execution of this Contract imposed by any People's Republic of China governmental entity on the Seller, and all taxes in connection with the execution of this Contract imposed by any governmental entity on the Buyer, in accordance with the tax laws which are now existing or which may be hereinafter imposed and the Agreement between the Government of and the Government of the People's Republic of China for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income, shall be borne and paid by the Seller and Buyer, respectively.

(c) With regard to Section 10 (b) above, the Seller shall remit payment for such taxes to the relevant Chinese tax authorities through the Buyer within working days after the Seller is in receipt of one (1) original certificate (invoice) for the taxes levied by the Chinese taxation authorities. The Buyer shall remit payment for such taxes to the relevant tax authorities through the Seller within working days after the Buyer is in receipt of one (1) original certificate (invoice) for the taxes levied by the taxation authorities.

(d) Any and all taxes, levies, customs duties, sales, use, excise, value added and similar taxes to be levied on the Seller in connection with the performance of this Contract for the sale of goods and repair and installation services, which are now existing or which may be hereinafter imposed by any governmental entity, shall be borne and paid by the Seller.

11. Operating Manuals and Other Materials/Training (a) Seller shall provide with each Commercial system , one (1) User's Guide.

(b) Seller shall provide Buyer with three (3) copies of all operating manuals and installation instructions for the System, as well as maintenance manuals.

(c) Prior to installation of the System, Seller shall provide Buyer's employees with a training course in the use of the System , as well as in computer management techniques.

Furthermore, these employees shall observe the Acceptance Test Procedure (ATP).

The training course and ATP described in this Article 11 (c) shall take place over a day period at the Seller's facilities in , and all related expenses shall be borne by the Seller.

(d) Following installation of the System, Seller or its designated service provider shall provide to Buyer's employees a training course of up to days in duration on-site at Buyer's facility.

12. System Warranties (a) Seller represents and warrants that it is the owner, or beneficial licensee, of all intellectual property rights herein licensed, leased or sold to Buyer, and that it has the right to license, lease or sell the same to Buyer. Seller warrants that the System and all equipment and related software furnished under this Contract (except for the Control Computer (s) and Control Computer (s) operating system software), shall be free from defects in material and workmanship for a period of one (1) year after date of Acceptance, except with respect to Commercial and Consumer system, for which the period shall extend for one (1) year after date of shipment. During such period Seller shall repair or replace and reinstall at Buyer's premises the System or any defective portion thereof without charge. Seller's warranty does not cover the Control Computer or the Control Computer's operating system software included in the System, but Seller shall assign any outstanding manufacturer's warranty thereof to Buyer, to the extent assignable. If there is no such assigned warranty that extends one (1) year beyond Acceptance, Seller shall purchase, in lieu of warranty, for the benefit of Buyer and as part of the purchase price, an extended hardware and software maintenance contract for such Control Computer and operating system software which maintenance contract shall extend for a one (1) year period after acceptance. If any repair or replacement results from a defect not covered by the warranty or from causes other than normal usage and regular installation, Buyer shall pay Seller for all labor and materials (including travel expenses) provided by Seller in its attempt to remedy such deficiency.

(b) The warranties set forth herein shall apply only to items which, after regular installation and under normal usage, are found to have been defective within the warranty period. Such warranties shall not apply to items that have been modified or altered without Seller's written approval, or have been subjected to abuse, accident, negligence or improper application.

(c) The warranties set forth herein are in lieu of all other warranties as to performance of the system, express or implied, including without limitation any implied warranties of merchantability or fitness for a particular purpose. Buyer's sole and exclusive remedy for any breach by Seller of any of the warranties set forth herein shall be for Seller to make such repairs and/or replacements necessary to fulfill such warranties. in no event shall seller be liable for any loss of audio, video or data signals, interruption of business, or special, indirect or consequential damages of any kind or nature whatsoever. Seller shall not be responsible for delays in performing its obligations under this Article resulting from Buyer's negligence or fault.

13. Nonwarranty Repairs and Spares Support (a) Until the earlier of (i) years from the Acceptance of the System, or (ii) the date Buyer Ceases to Operate the System, Seller shall offer to provide repair services and/or spare parts for the System ("Support Period"), it being understood that Seller's charges for spare parts and/or repairs not covered by warranty shall be at Seller's then current time and material rates or spare parts prices and shall be invoiced as soon as work involved is completed. Seller shall have no obligation hereunder or otherwise to provide further spare parts or repair services to any person that has failed to pay promptly for any such spare parts or repairs.

(b) Subsequent to the Support Period, Seller may discontinue offering spare parts and/or repair services for the System upon months prior written notice to Buyer of Seller's intended discontinuance, provided however, that Seller, at Seller's option, either (i) grants to Buyer a nonexclusive license to make or have made for Buyer's own use and not for sale any such System components (exclusive of the Control Computer and its operating system software) and furnishes Buyer all necessary documentation, specifications, drawings and other data, or (ii) allows Buyer the opportunity to purchase sufficient quantities of spare parts as Buyer deems necessary to maintain and support the System.

(c) For purposes of this Contract, Buyer shall cease to operate the system if Buyer does not use the System furnished by Seller as part of the regular use on a regularly used satellite transponder to encode and decode signals.

14. Extended Maintenance Prior to the expiration of the warranty period for the System set forth in this Contract, Seller and/or its designated service provider shall offer to Buyer the opportunity to enter into an extended maintenance contract with respect to the System (including the related Control Computer software but excluding the Control Computer hardware platform), renewable for successive and consecutive year periods. Seller and Buyer shall discuss proposals for establishing a service center in , with the participation of Buyer, for the servicing of the system. Seller and Buyer shall also discuss proposals for future joint cooperation on other projects within China.

15. System Licenses and Condition Precedent to Effectiveness (a) The Control Computer's operating system software is provided to Buyer under the terms and conditions of a sublicense from the operating system licensor, as set forth in Annex F herein.

(b) All Seller's software required for operation of the System and the system is provided to Buyer under the license set forth in Annex E herein.

(c) No technology transfer or assignment is granted under this Contract with respect to any products, or systems owned by Seller or any proprietary rights owned or sublicensed by Seller. No right to grant sublicenses is granted or is to be inferred or implied under this Contract.

(d) Relevant PRC regulations may require Buyer to obtain the approval of the Ministry of Foreign Trade and Economic Cooperation ("MOFTEC") as a precondition for the effectiveness of (a) the sublicense of the Control Computer's operating system software to Buyer from the operating system licensor, as set forth in Annex F herein and (b) the license of Seller's software which is required for operation of the System, to Buyer as set forth in Annex E herein (collectively, the "Annexes"). Within working days of the execution of the Contract, Buyer and Seller will jointly confer with MOFTEC to determine whether MOFTEC's approval is required for the effectiveness of the Annexes. If MOFTEC informs Buyer and Seller to the satisfaction of Buyer and Seller that the Annexes do not require its approval, the Contract shall become effective upon such communication. If, on the other hand, MOFTEC informs Seller and Buyer that the issuance of its approval is a precondition for the effectiveness of the Annexes, then this Contract shall become effective only upon the issuance of such approvals.

If the foregoing conditions are not fulfilled within days after the Contract execution date and Buyer and Seller do not agree in writing to waive such condition or to extend the time for its fulfilment, the Seller shall in such event be entitled to terminate the Contract forthwith and neither Party shall have any further obligations or liability towards the other Party under this Contract.

16. System Security Requirements The parties shall agree to institute a System security plan for the System, which plan outlines security procedures that will be established and maintained in order to prevent theft or other compromise of the System during the shipment, storage, operation or any other phase of the parties' activities in connection with this Contract, including the warranty and post-warranty periods. Buyer agrees to adopt and comply with and/or cause its agents to adopt and comply with reasonable alternate or additional security requirements Seller may from time to time recommend.

17. Equipment Order Lead Times Delivery dates for the equipment which is the subject of this Contract appear in Annex B. Order lead times required for additional equipment are as follows: (sketch) Buyer will provide a rolling month forecast of equipment desired for delivery. The first months of this forecast are to be considered firm orders, subject to cancellation penalties set forth in Annex C.

18. Mutual Representations Each party represents and warrants that: (a) It is duly organized and registered and in good standing in its state or country and has power and authority to enter into and perform this Contract and any other agreements and documents executed or delivered by it in connection herewith (collectively, with this Contract, "the Documents").

(b) Its execution, delivery and performance of the Documents have been duly authorized by all necessary action.

19. Confidentiality (a) Buyer agrees that any information or data such as Seller' s drawings and software (including, without limitation, designs, reports, software documentation, manuals, models, and the like), revealed by Seller to Buyer and containing proprietary information marked or identified as "proprietary" or "confidential" shall be maintained in confidence by Buyer with at least the same care and safeguards as are applied to Buyer's own proprietary information, but in no event with less than reasonable care.

Such information or data shall not be duplicated, disclosed to others, or used without the written permission of Seller. These obligations shall not apply to any information or data which is in or comes into the public domain without violation of this provision; or is received lawfully by Buyer from a third party; or is developed by Buyer independently and without benefit of the information or data received from Seller. Seller shall have no obligation to provide confidential or proprietary information.

(b) Buyer's obligations under this clause shall remain in effect for years after this Contract is signed by the Seller and Buyer. All tangible forms of Seller's proprietary information delivered by Seller to Buyer shall be and remain the property of Seller, and shall be returned to Seller upon Seller's request.

(c) Except as expressly provided herein, it is agreed that no license under any patents, trade secrets or copyrights of Seller is granted to Buyer by the disclosure of Seller's confidential or proprietary information.

(d) Neither party shall use the name or the name of any trademark or trade name (or symbolic representation thereof) of the other party or its parent, subsidiaries or other affiliates, in marketing, advertising, public relations efforts or in any other manner without the express written consent of such other party in each instance, which consent shall not unreasonably be withheld or delayed.

20. Indemnification (a) Each party shall indemnify and hold harmless the other party, its shareholders, directors, officers, employees, agents, designees and assignees, or any of them, from and against all losses, damages, liabilities, expenses, costs, claims, suits, demands, actions, causes of actions, proceedings, judgments, assessments, deficiencies and charges (collectively, "Damages") caused by, relating to or arising from the performance by such party in accordance with this Contract of its obligations hereunder, and Buyer shall also indemnify Seller, without limiting the foregoing, for any such item caused by, relating to or arising from (a) the programming services which are authorized for viewing using the System, including any assertion that any such programming service involves copyright infringement, (b) any disputes between Buyer and any of its program distributors or other distributors or affiliates, (c) any disputes or claims involving the subscribers for Buyer's programming services, or (d) any assertion that Buyer has been involved in, that Buyer's conduct of subscription involves, or that Buyer's use of the System involves, any unfair competition or violations of laws, rules or regulations.

(b) In the event of a third-party claim, with respect to which a party is entitled to indemnification hereunder, a party (the "Indemnified Party") shall notify the other party (the "Indemnifying Party") in writing as soon as practicable, but in no event later than days after receipt of such claims. The Indemnified Party's failure to provide such notice shall not preclude it from seeking indemnification hereunder unless such failure has materially prejudiced the Indemnifying Party's ability to defend such claim. The Indemnifying Party shall promptly defend such claim (with counsel of its own choosing) and the Indemnified Party shall cooperate with the Indemnifying Party in the defense of such claim, including the settlement of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such settlement). If the Indemnifying Party within a reasonable time after notice of a claim fails to defend the Indemnified Party, the Indemnified Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of the Indemnifying Party. Upon the assumption of the defense of such claim, the Indemnifying Party may settle, compromise or defend as it sees fit.

Notwithstanding anything to the contrary set forth in this Section, Seller will defend any suit, claim, action or proceeding brought against Buyer to the extent that such suit, claim, action or proceeding is based on a claim that goods manufactured and sold by Seller to Buyer infringe patent, copyright, mask work, trademark, trade secret or any other intellectual property rights of any third party and Seller shall pay all damages and costs awarded by final judgment (from which no appeal may be taken) against Buyer, as well as its actual expenses and costs, on condition that Seller (i) is promptly informed and furnished a copy of each communication, notice or other action relating to the alleged infringement, (ii) is given sole control of the defense (including the right to select counsel), and the sole right to compromise and settle such suit or proceeding; provided however, that Seller's liability hereunder, if any, shall be strictly and solely limited to the amount of royalties which would be payable in respect of revenues derived by Seller from Buyer from sales of the infringing goods. Seller shall not be obligated to defend or be liable for costs and damages if the infringement arises out of a combination with, an addition to, or modification of the goods after delivery by Seller, or from use of the goods, or any part thereof, in the practice of a process.

If any goods manufactured and supplied by Seller to Buyer are held to infringe any valid patent and Buyer is enjoined from using the same, or if Seller believes such infringement is likely, Seller will exert all reasonable efforts at its option and expense (i) to procure for Buyer the right to use such goods free of any liability for such infringement, or (ii) replace or modify such goods with a noninfringing substitute otherwise complying substantially with all the requirements of this Contract, or (iii) upon return of the goods, refund the purchase price and the transportation costs of such goods (less reasonable allowance for their use and benefit derived therefrom for the period of time from delivery to Buyer, such allowance being based on a straight-line depreciation period of years from the date of shipment by Seller).

If the infringement is alleged prior to completion of delivery of the goods, Seller has the right to decline to make further shipments without being in breach of contract. If Seller has not been enjoined from selling such goods to Buyer, Seller may (at Seller's sole election), at Buyer's request, supply such goods to Buyer, in which event Buyer shall be deemed to extend to Seller the same patent indemnity hereinabove stated.

The same patent indemnity shall be deemed to be extended to Seller by Buyer if any suit or proceeding is brought against Seller based on a claim that the goods manufactured by Seller in compliance with Buyer's specifications infringe any valid patent.

Buyer shall promptly notify Seller of any infringement by a third party of intellectual property rights licensed to Buyer under this Contract. In the event that a third party infringes such intellectual property rights, the Parties shall cooperate with one another to take appropriate action to cause such infringement to cease.

The foregoing states the sole and exclusive liability of the parties hereto for infringement of patents, copyrights, mask works, trade secrets trademarks, and other proprietary rights, whether direct or contributory, and is in lieu of all warranties, express, implied or statutory, in regard thereto, including, without limitation, the warranty against infringement specified in the uniform commercial code.

21. Limitation of Liability Buyer agrees that in no event shall Seller be liable for damages hereunder, or for any claim of any kind as to any System or System components delivered or for nondelivery of such System or components, regardless of the form of the action, in an amount greater than the purchase price of the System or components in respect of which such claim is made.

In no event shall Seller be liable for any loss of profits, loss of use, interruption of business, or indirect, special or consequential damages of any kind.

22. Force Majeure The term "Force Majeure" means acts of God, fire, casualty, flood, earthquake, strikes or lockouts, riots, insurrections or civil disorders, embargoes, war, any future law, order, regulation, or other act of government, and other delays beyond Seller's reasonable control. If Seller's performance of this Contract is prevented, restricted, delayed or interfered with by reason of Force Majeure, Seller's performance shall be excused to the extent delayed or prevented by Force Majeure, provided, however, that Seller take reasonable steps to avoid or remove such causes of nonperformance and shall continue performance whenever and to the extent such causes are removed.

If, due to a Force Majeure event, the Buyer and/or Seller cannot accomplish its contractual obligations for a period of consecutive months, the Buyer and Seller shall meet and come to an agreement within the shortest possible period of time upon the conditions on which they could continue the execution of this contract.

Should the Buyer and Seller fail to agree on the conditions of such continuation, the matter shall be referred to arbitration in accordance with Article 26 hereof.

23. Termination (a) Buyer or Seller shall have the right to terminate this Contract if the other makes an assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of all or any part of the party's property or business or is adjudicated a bankrupt.

(b) Seller shall have the right to terminate this Contract if Buyer neglects or fails to make payment in accordance with the terms hereof and such condition is not remedied within business days after written notice to Buyer. Seller may, at Seller' s option, extend the time for Buyer's cure.

24. Nonwaiver of Rights Neither the waiver by a party hereto of a breach of, or a default under, any of the provisions of this Contract, nor the failure of a party on one or more occasions, to enforce any of the provisions of this Contract or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default, or as a waiver of any of such provisions, rights or privileges hereunder.

25. Notices All notices, requests, or other communications which may be sent by either party to the other party pursuant to this Contract shall be in writing and shall be addressed as follows: If to Seller: If to Buyer: All communications between the parties in the course of the present Contract shall be made in language by registered airmail letter sent to the addresses set forth herein or by facsimile. The date of receipt of notice shall be deemed to be days after its postmark in the case of registered mail or the date of dispatch of a facsimile.

26. Applicable Law and Resolution of Disputes This Contract is made in accordance with the Foreign Economic Contract Law of the People's Republic of China and the laws of (country). The laws of (country) shall be applied to the settlement of any disputes arising from this Contract.

(a) Consultations. In the event any dispute arises in connection with the validity, interpretation, or implementation of this Contract or any of its annexes, the Parties shall attempt in the first instance to resolve such dispute through friendly consultations. If the dispute is not resolved in this manner within days after the date on which one Party has served written notice on the other Party for the commencement of consultations, then either party may refer the dispute to arbitration in accordance with the provisions of this Section 26.

(b) Arbitration. (sketch) 27. Binding Effect These terms and conditions shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns.

28. Entire Contract The terms and conditions incorporated herein contain the entire agreement and understanding between the parties with respect to the subject matter hereof and merge and supersede all prior agreements, understandings and representations. No additions or modifications shall be effective unless in writing signed by the parties hereto. The present Contract shall be made in Language in four (4) originals, two (2) for each party.

In witness whereof, the parties have duly executed this Contract on the date first above written.

SELLER: BUYER: By: By: Annex A System Components (sketch) Annex B Delivery and Installation Timetable (sketch) Annex C Price and Payment Terms (sketch) Annex D Product Description and Specifications (sketch) Annex E Seller's Software License Agreement The terms and provisions of this Annex E (License Contract) provide for the licensing by Seller to Buyer of certain computer software specified below where such software is used either as part of or in conjunction with the System to be provided by Seller under this Contract, or which this Annex E forms a part thereof.

1. Grant of License Seller (hereinafter Licensor) hereby grants to Buyer (hereinafter Licensee) and Licensee hereby accepts, a nontransferable, nonexclusive license to use and copy, on the terms and conditions set forth herein, the software program (s) listed in Article 10 of this License Contract and described in the product specifications. Said program (s) listed in Article 10 of this License Contract together with any copies or reproductions thereof or excerpts therefrom, are herein collectively referred to as the "Program". No license, expressed or implied, is granted except as specifically provided herein.

2. Restriction on Use Licensee may use the Program solely and exclusively on the computer (s) furnished by the Seller under terms of this Contract, as part of each System, except that the Program may also be used on Licensee's backup computer if the System computers are inoperative because of malfunction or during the performance of preventive maintenance, engineering changes or changes in features or model, until the System control computer (s) is restored to operative status. Licensee shall use the Program only in connection with its immediate internal operations, and shall not offer or supply the use of the Program to others under any circumstance.

No other software program can be installed, operated, or configured on the System Control Computer hardware without prior written approval by Seller. This includes operating or application software that may be available from Seller that is not covered by this License Contract.

3. Restriction on Copying Licensee shall make no copies of the Program, or any part thereof, except that Licensee may make copies of the Program solely for the purposes of backup, archival storage and placing the Program in a form suitable for execution. All permitted copies shall be clearly marked with the same Licensor proprietary and copyright restrictions which appear on the Program originally supplied to Licensee. Permitted copies shall be stored in a secure manner.

4. Restriction on Transfer Licensee shall not sell, assign, sublicense, transfer, or otherwise make available the Program, except as may be permitted by this Contract and only with written prior consent by Seller.

5. Buyership Rights Title to the Program shall be and remain in Licensor, and no title to or ownership of or technology transfer of the Program or any portion thereof is conveyed or transferred to the Licensee hereby. Licensee acknowledges the Program constitutes confidential and proprietary information and trade secrets of Licensor, whether or not the Program, or any portion of it, is or may be copyrighted or copyrightable and/or patented or patentable, and that disclosure of the Program to Licensee is on the basis of the confidential relationship between Licensee and Licensor under this Contract.

6. Restriction on Disclosure Except as expressly permitted herein, Licensee shall not disclose or otherwise make available the Program, or any portion thereof, to any third party or to any employee of Licensee who is not of necessity authorized by Licensee to use the Program in Licensee's business. Licensee shall take all reasonable steps necessary to insure the Program, or any portion thereof, is not disclosed or otherwise made available by Licensee (or employees of Licensee) to any third party.

7. Warranty Licensor warrants it has the right to grant the license herein granted, and for a period of one (1) year from the date of Acceptance (herein the "warranty Period"), the Program will perform substantially in the manner set forth in the specifications. Licensor's sole obligation under this warranty shall be to correct or replace any Program found to be defective from normal usage. This warranty is expressly in lieu of all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Licensor does not warrant that the program and/or its associated documentation, if any, will meet licensee's requirements, be error free, or operate without interruption, and licensee assumes the entire risk as to its quality and performance. In no event will licensor be liable for special, incidental, or consequential damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information or other pecuniary loss) even if licensor has been advised of the possibility that such damages may arise.

8. Patent and copyright Indemnity Licensor agrees that it will, at its own expense, defend any action brought against Licensee, and indemnify Licensee against any award of damages and costs made against Licensee by a final judgment of a court of competent jurisdiction in any such action, insofar as the same are based on a claim that the Program used within the scope of the license herein granted constitutes an infringement of any patent or copyright; provided Licensee shall have given Licensor prompt notice in writing of the claim and institution of such action, and permits Licensor, through its counsel, to defend the same and give Licensor all reasonably available information, assistance and authority to enable Licensor to so defend and further provided, that Licensor's liability hereunder, if any, shall be strictly and solely limited to the amount of royalties which would be payable in respect to revenues derived by Licensor from Licensee from sales of the infringing goods. Licensor shall have control of the defense of any such action including appeals, and of all negotiations thereof, including the right to effect any settlement or compromise. In case the Program is, in any action, held to constitute an infringement and its use is enjoined, Licensor shall, at its option and expense (a) procure for Licensee the right to continue using the Program, or (b) replace or modify the same so that it becomes noninfringing and performs the same service with substantially the same quality, or (c) grant Licensee a credit, less reasonable depreciation for use, damage and obsolescence, upon return of the Program to Licensor. Licensor shall have no liability for any claim of copyright or patent infringement based on: (1) use of other than a current unaltered release of the Program; or (2) use of a current unaltered release of the Program with non-Licensor Programs or data. The foregoing states the entire liability with respect to infringement of any copyrights or patents with regard to the Program.

9. Terms and Termination The term of this License Contract and the license granted hereunder shall commence on the date hereof, and shall terminate on the earlier of: (a) when Licensee Ceases to Operate the System; or (b) the failure of Licensee to pay any License fee or to comply with any of the terms and provisions hereof, which failure continues for a period of days after written notice to cure such failure and avoid termination.

Upon any termination of this Contract, pursuant to (a) or (b) above, Licensee shall promptly return the Program and all copies thereof to Licensor, and shall, within months after any such termination furnish Licensor a written statement certifying that the original and all copies and extracts (including partial copies and extracts) of the Program and any related material received from Licensor or made in connection with such license have been returned to Licensor or destroyed.

10. Licensed Programs Program(s) licensed under this License Contract: .

11. Configuration and Installation In the event of any conflict between this License Agreement and the terms of the Contract, this License Agreement shall prevail.

In witness whereof, the parties have executed this Seller's Software License Agreement on the date first above written.

SELLER: BUYER: By: By: Annex F End-user Software Sublicense Agreement Seller, ("Company") and ("Customer"), have entered into the Contract for the acquisition by Customer of certain equipment and software from Company.

All or a portion of the software is subject to a license granted by Corporation to Company.

Under the terms of the Original Equipment Manufacturer's (OEM) Contract between Corporation and Company, Company is authorized to approve Sublicense Contracts to End-Users of Software Programs ("Software"). Accordingly, Company agrees to grant, and Customer agrees to accept a Sublicense in accordance with the following terms and conditions: I. Standard License Terms A. Grant of Software License Upon full payment with respect to Customer's order, Company will be deemed to have granted to Customer a Software license as provided below.

Customer's license shall continue unless terminated as provided herein.

These Terms and Conditions govern the license granted by Company to Customer and Customer's obligations thereunder. Company grants no Software licenses whatsoever, either explicitly or implicitly, except as provided in this Contract.

B. Software Execution 1. Attachment 1 to this Software License identifies the Software and the processor or equipment configuration on which the Software may be executed. The term "Licensed Processor" shall mean a processor or equipment configuration of the type specified in the license: i. the serial number of which is specified in the Company license certificate furnished by Company or in the Software license order acknowledgement by Company or, if none is so specified; ii. on which the Software is first executed pursuant to the license grant.

2. Customer may execute the Software on the Licensed Processor, and may load, copy or transmit the Software, in whole or in part, only as necessary for execution on the Licensed Processor, except that: i. Customer may execute the Software (except diagnostic Software) on another single processor or equipment configuration on a temporary basis during a malfunction which prevents execution of the Software on the Licensed Processor, and may load, transmit, or copy the Software as necessary for such temporary execution; and, ii. Customer may make archival copies of the Software as provided in the Copyright Law of country.

C. Modification and Merger Customer may (i) modify the Software (in machine readable form only) or (ii) merge modified Software or unmodified Software into other software, to form adaptations intended solely for execution by Customer on the Licensed Processor. Any part of the Software included in such adaptations will continue to be subject to these Terms and Conditions.

D. Access to Software 1. Customer may make the Software available to its employees and agents to the extent needed to exercise its sublicense hereunder. Customer shall not make the Software available in any form to any parties except those identified in this Subparagraph D.

2. To the extent that the Software contains any confidential or trade secret information, the Software and the information it contains are licensed to Customer pursuant to a confidential relationship. Customer expressly acknowledges this confidential relationship and agrees to keep the Software and information in confidence as provided herein.

E. Personal, Nonexclusive Licenses Customer's sublicense is personal and nonexclusive and may not be transferred without Corporation's express consent.

F. Record Keeping 1. Customer shall keep complete and accurate records (i) uniquely identifying the Software and the licensed Processors; and (ii) indicating where the Software is located. If requested by Company, Customer shall provide copies of the applicable records to Company and if Company reasonably believes that the Software has been made available to any third party or executed (except as permitted by these Terms and Conditions) on any other processor or equipment configuration during the term of the license, Customer shall provide an explanation.

2. Customer agrees to reproduce Corporation's copyright and all other legal notices, including but not limited to other proprietary notices and notices mandated by governmental entities, on all complete or partial copies, adaptations, or transmissions of the Software.

G. License Limitation, Reverse Engineering Company transfers no title to or ownership of any Software to Customer or any third party. Except as explicitly set forth in these Terms and Conditions, Customer shall not execute, use, copy or modify the Software or take any action inconsistent with Corporation's intellectual property rights in the Software. Customer shall not decompile or reverse assemble the Software, or analyze or otherwise examine it for reverse engineering the Software or for reverse engineering any hardware or firmware implementation of the Software.

II. License Termination A. Company or Corporation may terminate any licenses granted and any Software orders placed hereunder if Customer neglects or fails to perform or observe any of its obligations to Corporation or Company under these Terms and Conditions, and such condition is not remedied within days after written notice has been given to Customer.

B. Termination, whether by Company, Corporation or Customer, shall apply to all versions of the Software licensed for execution on the Licensed Processor.

C. Before any termination by Customer becomes effective, and in the event of any termination by Company or Corporation, Customer shall (i) return to Company or Corporation any license certificate furnished by Company or Corporation, (ii) destroy all copies of all versions of the Software in Customer's possession. (iii) remove all portions of all versions of the Software from any adaptations made by Customer and destroy such portions, and (iv) certify in writing that all copies including all those included in Customer's adaptations have been destroyed.

In witness whereof, the parties have executed this End-User Software Sublicense Agreement on the date above first written.

SELLER: BUYER: By: By: ssments, deficiencies and charges (collectively, "Damages") caused by, relating to or arising from the performance by such party in accordance with this Contract of its obligations hereunder, and Buyer shall also indemnify Seller, without limiting the foregoing, for any such item caused by, relating to or arising from (a) the programming services which are authorized for viewing using the System, including any assertion that any such programming service involves copyright infringement, (b) any disputes between Buyer and any of its program distributors or other distributors or affiliates, (c) any disputes or claims involving the subscribers for Buyer's programming services, or (d) any assertion that Buyer has been involved in, that Buyer's conduct of subscription involves, or that Buyer's use of the System involves, any unfair competition or violations of laws, rules or regulations.

(b) In the event of a third-party claim, with respect to which a party is entitled to indemnification hereunder, a party (the "Indemnified Party") shall notify the other party (the "Indemnifying Party") in writing as soon as practicable, but in no event later than days after receipt of such claims. The Indemnified Party's failure to provide such notice shall not preclude it from seeking indemnification hereunder unless such failure has materially prejudiced the Indemnifying Party's ability to defend such claim. The Indemnifying Party shall promptly defend such claim (with counsel of its own choosing) and the Indemnified Party shall cooperate with the Indemnifying Party in the defense of such claim, including the settlement of the matter on the basis stipulated by the Indemnifying Party (with the Indemnifying Party being responsible for all costs and expenses of such settlement). If the Indemnifying Party within a reasonable time after notice of a claim fails to defend the Indemnified Party, the Indemnified Party shall be entitled to undertake the defense, compromise or settlement of such claim at the expense of the Indemnifying Party. Upon the assumption of the defense of such claim, the Indemnifying Party may settle, compromise or defend as it sees fit.

Notwithstanding anything to the contrary set forth in this Section, Seller will defend any suit, claim, action or proceeding brought against Buyer to the extent that such suit, claim, action or proceeding is based on a claim that goods manufactured and sold by Seller to Buyer infringe patent, copyright, mask work, trademark, trade secret or any other intellectual property rights of any third party and Seller shall pay all damages and costs awarded by final judgment (from which no appeal may be taken) against Buyer, as well as its actual expenses and costs, on condition that Seller (i) is promptly informed and furnished a copy of each communication, notice or other action relating to the alleged infringement, (ii) is given sole control of the defense (including the right to select counsel), and the sole right to compromise and settle such suit or proceeding; provided however, that Seller's liability hereunder, if any, shall be strictly and solely limited to the amount of royalties which would be payable in respect of revenues derived by Seller from Buyer from sales of the infringing goods. Seller shall not be obligated to defend or be liable for costs and damages if the infringement arises out of a combination with, an addition to, or modification of the goods after delivery by Seller, or from use of the goods, or any part thereof, in the practice of a process.

If any goods manufactured and supplied by Seller to Buyer are held to infringe any valid patent and Buyer is enjoined from using the same, or if Seller believes such infringement is likely, Seller will exert all reasonable efforts at its option and expense (i) to procure for Buyer the right to use such goods free of any liability for such infringement, or (ii) replace or modify such goods with a noninfringing substitute otherwise complying substantially with all the requirements of this Contract, or (iii) upon return of the goods, refund the purchase price and the transportation costs of such goods (less reasonable allowance for their use and benefit derived therefrom for the period of time from delivery to Buyer, such allowance being based on a straight-line depreciation period of years from the date of shipment by Seller).

If the infringement is alleged prior to completion of delivery of the goods, Seller has the right to decline to make further shipments without being in breach of contract. If Seller has not been enjoined from selling such goods to Buyer, Seller may (at Seller's sole election), at Buyer's request, supply such goods to Buyer, in which event Buyer shall be deemed to extend to Seller the same patent indemnity hereinabove stated.

The same patent indemnity shall be deemed to be extended to Seller by Buyer if any suit or proceeding is brought against Seller based on a claim that the goods manufactured by Seller in compliance with Buyer's specifications infringe any valid patent.

Buyer shall promptly notify Seller of any infringement by a third party of intellectual property rights licensed to Buyer under this Contract. In the event that a third party infringes such intellectual property rights, the Parties shall cooperate with one another to take appropriate action to cause such infringement to cease.

The foregoing states the sole and exclusive liability of the parties hereto for infringement of patents, copyrights, mask works, trade secrets trademarks, and other proprietary rights, whether direct or contributory, and is in lieu of all warranties, express, implied or statutory, in regard thereto, including, without limitation, the warranty against infringement specified in the uniform commercial code.

21. Limitation of Liability Buyer agrees that in no event shall Seller be liable for damages hereunder, or for any claim of any kind as to any System or System components delivered or for nondelivery of such System or components, regardless of the form of the action, in an amount greater than the purchase price of the System or components in respect of which such claim is made.

In no event shall Seller be liable for any loss of profits, loss of use, interruption of business, or indirect, special or consequential damages of any kind.

22. Force Majeure The term "Force Majeure" means acts of God, fire, casualty, flood, earthquake, strikes or lockouts, riots, insurrections or civil disorders, embargoes, war, any future law, order, regulation, or other act of government, and other delays beyond Seller's reasonable control. If Seller's performance of this Contract is prevented, restricted, delayed or interfered with by reason of Force Majeure, Seller's performance shall be excused to the extent delayed or prevented by Force Majeure, provided, however, that Seller take reasonable steps to avoid or remove such causes of nonperformance and shall continue performance whenever and to the extent such causes are removed.

If, due to a Force Majeure event, the Buyer and/or Seller cannot accomplish its contractual obligations for a period of consecutive months, the Buyer and Seller shall meet and come to an agreement within the shortest possible period of time upon the conditions on which they could continue the execution of this contract.

Should the Buyer and Seller fail to agree on the conditions of such continuation, the matter shall be referred to arbitration in accordance with Article 26 hereof.

23. Termination (a) Buyer or Seller shall have the right to terminate this Contract if the other makes an assignment for the benefit of creditors, or a receiver, trustee in bankruptcy or similar officer is appointed to take charge of all or any part of the party's property or business or is adjudicated a bankrupt.

(b) Seller shall have the right to terminate this Contract if Buyer neglects or fails to make payment in accordance with the terms hereof and such condition is not remedied within business days after written notice to Buyer. Seller may, at Seller' s option, extend the time for Buyer's cure.

24. Nonwaiver of Rights Neither the waiver by a party hereto of a breach of, or a default under, any of the provisions of this Contract, nor the failure of a party on one or more occasions, to enforce any of the provisions of this Contract or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default, or as a waiver of any of such provisions, rights or privileges hereunder.

25. Notices All notices, requests, or other communications which may be sent by either party to the other party pursuant to this Contract shall be in writing and shall be addressed as follows: If to Seller: If to Buyer: All communications between the parties in the course of the present Contract shall be made in language by registered airmail letter sent to the addresses set forth herein or by facsimile. The date of receipt of notice shall be deemed to be days after its postmark in the case of registered mail or the date of dispatch of a facsimile.

26. Applicable Law and Resolution of Disputes This Contract is made in accordance with the Foreign Economic Contract Law of the People's Republic of China and the laws of (country). The laws of (country) shall be applied to the settlement of any disputes arising from this Contract.

(a) Consultations. In the event any dispute arises in connection with the validity, interpretation, or implementation of this Contract or any of its annexes, the Parties shall attempt in the first instance to resolve such dispute through friendly consultations. If the dispute is not resolved in this manner within days after the date on which one Party has served written notice on the other Party for the commencement of consultations, then either party may refer the dispute to arbitration in accordance with the provisions of this Section 26.

(b) Arbitration. (sketch) 27. Binding Effect These terms and conditions shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns.

28. Entire Contract The terms and conditions incorporated herein contain the entire agreement and understanding between the parties with respect to the subject matter hereof and merge and supersede all prior agreements, understandings and representations. No additions or modifications shall be effective unless in writing signed by the parties hereto. The present Contract shall be made in Language in four (4) originals, two (2) for each party.

In witness whereof, the parties have duly executed this Contract on the date first above written.

SELLER: BUYER: By: By: Annex A System Components (sketch) Annex B Delivery and Installation Timetable (sketch) Annex C Price and Payment Terms (sketch) Annex D Product Description and Specifications (sketch) Annex E Seller's Software License Agreement The terms and provisions of this Annex E (License Contract) provide for the licensing by Seller to Buyer of certain computer software specified below where such software is used either as part of or in conjunction with the System to be provided by Seller under this Contract, or which this Annex E forms a part thereof.

1. Grant of License Seller (hereinafter Licensor) hereby grants to Buyer (hereinafter Licensee) and Licensee hereby accepts, a nontransferable, nonexclusive license to use and copy, on the terms and conditions set forth herein, the software program (s) listed in Article 10 of this License Contract and described in the product specifications. Said program (s) listed in Article 10 of this License Contract together with any copies or reproductions thereof or excerpts therefrom, are herein collectively referred to as the "Program". No license, expressed or implied, is granted except as specifically provided herein.

2. Restriction on Use Licensee may use the Program solely and exclusively on the computer (s) furnished by the Seller under terms of this Contract, as part of each System, except that the Program may also be used on Licensee's backup computer if the System computers are inoperative because of malfunction or during the performance of preventive maintenance, engineering changes or changes in features or model, until the System control computer (s) is restored to operative status. Licensee shall use the Program only in connection with its immediate internal operations, and shall not offer or supply the use of the Program to others under any circumstance.

No other software program can be installed, operated, or configured on the System Control Computer hardware without prior written approval by Seller. This includes operating or application software that may be available from Seller that is not covered by this License Contract.

3. Restriction on Copying Licensee shall make no copies of the Program, or any part thereof, except that Licensee may make copies of the Program solely for the purposes of backup, archival storage and placing the Program in a form suitable for execution. All permitted copies shall be clearly marked with the same Licensor proprietary and copyright restrictions which appear on the Program originally supplied to Licensee. Permitted copies shall be stored in a secure manner.

4. Restriction on Transfer Licensee shall not sell, assign, sublicense, transfer, or otherwise make available the Program, except as may be permitted by this Contract and only with written prior consent by Seller.

5. Buyership Rights Title to the Program shall be and remain in Licensor, and no title to or ownership of or technology transfer of the Program or any portion thereof is conveyed or transferred to the Licensee hereby. Licensee acknowledges the Program constitutes confidential and proprietary information and trade secrets of Licensor, whether or not the Program, or any portion of it, is or may be copyrighted or copyrightable and/or patented or patentable, and that disclosure of the Program to Licensee is on the basis of the confidential relationship between Licensee and Licensor under this Contract.

6. Restriction on Disclosure Except as expressly permitted herein, Licensee shall not disclose or otherwise make available the Program, or any portion thereof, to any third party or to any employee of Licensee who is not of necessity authorized by Licensee to use the Program in Licensee's business. Licensee shall take all reasonable steps necessary to insure the Program, or any portion thereof, is not disclosed or otherwise made available by Licensee (or employees of Licensee) to any third party.

7. Warranty Licensor warrants it has the right to grant the license herein granted, and for a period of one (1) year from the date of Acceptance (herein the "warranty Period"), the Program will perform substantially in the manner set forth in the specifications. Licensor's sole obligation under this warranty shall be to correct or replace any Program found to be defective from normal usage. This warranty is expressly in lieu of all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Licensor does not warrant that the program and/or its associated documentation, if any, will meet licensee's requirements, be error free, or operate without interruption, and licensee assumes the entire risk as to its quality and performance. In no event will licensor be liable for special, incidental, or consequential damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information or other pecuniary loss) even if licensor has been advised of the possibility that such damages may arise.

8. Patent and copyright Indemnity Licensor agrees that it will, at its own expense, defend any action brought against Licensee, and indemnify Licensee against any award of damages and costs made against Licensee by a final judgment of a court of competent jurisdiction in any such action, insofar as the same are based on a claim that the Program used within the scope of the license herein granted constitutes an infringement of any patent or copyright; provided Licensee shall have given Licensor prompt notice in writing of the claim and institution of such action, and permits Licensor, through its counsel, to defend the same and give Licensor all reasonably available information, assistance and authority to enable Licensor to so defend and further provided, that Licensor's liability hereunder, if any, shall be strictly and solely limited to the amount of royalties which would be payable in respect to revenues derived by Licensor from Licensee from sales of the infringing goods. Licensor shall have control of the defense of any such action including appeals, and of all negotiations thereof, including the right to effect any settlement or compromise. In case the Program is, in any action, held to constitute an infringement and its use is enjoined, Licensor shall, at its option and expense (a) procure for Licensee the right to continue using the Program, or (b) replace or modify the same so that it becomes noninfringing and performs the same service with substantially the same quality, or (c) grant Licensee a credit, less reasonable depreciation for use, damage and obsolescence, upon return of the Program to Licensor. Licensor shall have no liability for any claim of copyright or patent infringement based on: (1) use of other than a current unaltered release of the Program; or (2) use of a current unaltered release of the Program with non-Licensor Programs or data. The foregoing states the entire liability with respect to infringement of any copyrights or patents with regard to the Program.

9. Terms and Termination The term of this License Contract and the license granted hereunder shall commence on the date hereof, and shall terminate on the earlier of: (a) when Licensee Ceases to Operate the System; or (b) the failure of Licensee to pay any License fee or to comply with any of the terms and provisions hereof, which failure continues for a period of days after written notice to cure such failure and avoid termination.

Upon any termination of this Contract, pursuant to (a) or (b) above, Licensee shall promptly return the Program and all copies thereof to Licensor, and shall, within months after any such termination furnish Licensor a written statement certifying that the original and all copies and extracts (including partial copies and extracts) of the Program and any related material received from Licensor or made in connection with such license have been returned to Licensor or destroyed.

10. Licensed Programs Program(s) licensed under this License Contract: .

11. Configuration and Installation In the event of any conflict between this License Agreement and the terms of the Contract, this License Agreement shall prevail.

In witness whereof, the parties have executed this Seller's Software License Agreement on the date first above written.

SELLER: BUYER: By: By: Annex F End-user Software Sublicense Agreement Seller, ("Company") and ("Customer"), have entered into the Contract for the acquisition by Customer of certain equipment and software from Company.

All or a portion of the software is subject to a license granted by Corporation to Company.

Under the terms of the Original Equipment Manufacturer's (OEM) Contract between Corporation and Company, Company is authorized to approve Sublicense Contracts to End-Users of Software Programs ("Software"). Accordingly, Company agrees to grant, and Customer agrees to accept a Sublicense in accordance with the following terms and conditions: I. Standard License Terms A. Grant of Software License Upon full payment with respect to Customer's order, Company will be deemed to have granted to Customer a Software license as provided below.

Customer's license shall continue unless terminated as provided herein.

These Terms and Conditions govern the license granted by Company to Customer and Customer's obligations thereunder. Company grants no Software licenses whatsoever, either explicitly or implicitly, except as provided in this Contract.

B. Software Execution 1. Attachment 1 to this Software License identifies the Software and the processor or equipment configuration on which the Software may be executed. The term "Licensed Processor" shall mean a processor or equipment configuration of the type specified in the license: i. the serial number of which is specified in the Company license certificate furnished by Company or in the Software license order acknowledgement by Company or, if none is so specified; ii. on which the Software is first executed pursuant to the license grant.

2. Customer may execute the Software on the Licensed Processor, and may load, copy or transmit the Software, in whole or in part, only as necessary for execution on the Licensed Processor, except that: i. Customer may execute the Software (except diagnostic Software) on another single processor or equipment configuration on a temporary basis during a malfunction which prevents execution of the Software on the Licensed Processor, and may load, transmit, or copy the Software as necessary for such temporary execution; and, ii. Customer may make archival copies of the Software as provided in the Copyright Law of country.

C. Modification and Merger Customer may (i) modify the Software (in machine readable form only) or (ii) merge modified Software or unmodified Software into other software, to form adaptations intended solely for execution by Customer on the Licensed Processor. Any part of the Software included in such adaptations will continue to be subject to these Terms and Conditions.

D. Access to Software 1. Customer may make the Software available to its employees and agents to the extent needed to exercise its sublicense hereunder. Customer shall not make the Software available in any form to any parties except those identified in this Subparagraph D.

2. To the extent that the Software contains any confidential or trade secret information, the Software and the information it contains are licensed to Customer pursuant to a confidential relationship. Customer expressly acknowledges this confidential relationship and agrees to keep the Software and information in confidence as provided herein.

E. Personal, Nonexclusive Licenses Customer's sublicense is personal and nonexclusive and may not be transferred without Corporation's express consent.

F. Record Keeping 1. Customer shall keep complete and accurate records (i) uniquely identifying the Software and the licensed Processors; and (ii) indicating where the Software is located. If requested by Company, Customer shall provide copies of the applicable records to Company and if Company reasonably believes that the Software has been made available to any third party or executed (except as permitted by these Terms and Conditions) on any other processor or equipment configuration during the term of the license, Customer shall provide an explanation.

2. Customer agrees to reproduce Corporation's copyright and all other legal notices, including but not limited to other proprietary notices and notices mandated by governmental entities, on all complete or partial copies, adaptations, or transmissions of the Software.

G. License Limitation, Reverse Engineering Company transfers no title to or ownership of any Software to Customer or any third party. Except as explicitly set forth in these Terms and Conditions, Customer shall not execute, use, copy or modify the Software or take any action inconsistent with Corporation's intellectual property rights in the Software. Customer shall not decompile or reverse assemble the Software, or analyze or otherwise examine it for reverse engineering the Software or for reverse engineering any hardware or firmware implementation of the Software.

II. License Termination A. Company or Corporation may terminate any licenses granted and any Software orders placed hereunder if Customer neglects or fails to perform or observe any of its obligations to Corporation or Company under these Terms and Conditions, and such condition is not remedied within days after written notice has been given to Customer.

B. Termination, whether by Company, Corporation or Customer, shall apply to all versions of the Software licensed for execution on the Licensed Processor.

C. Before any termination by Customer becomes effective, and in the event of any termination by Company or Corporation, Customer shall (i) return to Company or Corporation any license certificate furnished by Company or Corporation, (ii) destroy all copies of all versions of the Software in Customer's possession. (iii) remove all portions of all versions of the Software from any adaptations made by Customer and destroy such portions, and (iv) certify in writing that all copies including all those included in Customer's adaptations have been destroyed.

In witness whereof, the parties have executed this End-User Software Sublicense Agreement on the date above first written.

SELLER: BUYER: By: By: