Issue 10. December 2008

1. Cooperation between the parties

1.1 The Consultant shall provide the Customer with consulting and support services in those areas in¬dividually listed.

1.2 Unless otherwise agreed case by case by the parties, the services shall be rendered at the place of work of the Consultant's staff.

1.3 If required by the Customer, the Consultant shall also render the agreed services at the Customer's premises. In such cases the Consultant's staff shall not enter or be deemed to have entered into any employment relationship with the Customer. The Customer shall communicate his requests concerning services to be rendered exclusively to the contact nominated by the Consultant, and shall not be entitled to give direct instructions to other members of the Consultant's staff.

1.4 The Customer shall bear responsibility for the project and the overall result.

1.5 When a member of staff is unable to perform his duties due to illness, holiday or other reasons not attributable to the Customer, the Consultant shall immediately replace this member of staff if required to do so by the Customer. Moreover, the Consultant shall also be entitled to replace any member of staff by another suitable to the position.

1.6 Each contracting party shall name one experienced person responsible for providing information and able to make or motivate decisions required for the execution of this agreement.

2. Remuneration

2.1 Remuneration for the consulting and support services is determined by the contract. In addition to this remuneration, value-added tax will be invoiced separately at the current rate.

2.2 Unless otherwise agreed, the Consultant shall issue monthly invoices in arrears. Payments are due immediately upon receipt of the Performance report and the relevant invoice.

2.3 The performance reports shall be deemed approved if and insofar as the Customer fails to substantiate objections in writing within 2 weeks of receipt of the relevant notification. The Consultant shall advise the Customer of this circumstance in the notification. The Customer shall reimburse additional costs, e.g. costs which are incurred for any necessary trips or any necessary overnight accommodation.

3. Right to the results of the services Upon full payment of the agreed fee the Customer shall be granted a non-exclusive, irrevocable and non-assignable right to use the results of the services within the scope of the contractual purpose. Any derogation from this agreement on the rights of use are required to be made by separate written agreement.

4. Qualitative performance malfunction

4.1 In the event that, in consequence of circumstances for which the Consultant is responsible, services should not be provided in accordance with the terms and conditions of this Contract, or if they are faulty, the Consultant must provide the services in accordance with the terms and conditions of this Contract within a reasonable period, provided that the Customer has objected in writing without delay but in any event no later than 2 weeks following the provision of the service at issue. Should the Consultant fail to do so, the Customer shall be entitled to cancel this Contract in writing without notice.

4.2 Claims pursuant to Paragraph 4.1 shall be time-barred 12 months following complete performance or early termination of the contract.

5. Liability of the Consultant in respect of any infringement of Protective Rights of third parties

5.1 If a third party claims damages from the Customer in respect of an infringement of industrial property rights or copyright (hereinafter referred to as "Protective Rights") by the results of services rendered by the Consultant, and if use of the results of services is thereby impaired or prohibited, the Consultant shall be liable as follows. The Consultant shall, at his option and own expense, either amend or replace the results of the services in such a way that they do not infringe the Protective Right but nevertheless essentially comply with the agreed specifications or shall hold the Customer harmless from license fees in favor of the third party for use of the results of the services or take back the results of the services against reimbursement of the price paid by the Customer less an amount to take into account the period for which the results of the services were used.

5.2 Conditions for liability on the part of the Consultant as per Paragraph 5.1 are that the Customer immediately informs the Consultant in writing of any claim of infringement of Protective Rights by a third party, that he does not acknowledge the alleged infringement, and that he conducts any disputes, including any out-of-court settlements, only with the consent of the Contractor. If the Customer ceases using the work results, whether in whole or in part, in order to minimize damages, or on other important grounds, he shall be obliged to point out to the third party that such cessation of use does not constitute any acknowledgement of the infringement of Protective Rights.

5.3 Insofar as the Customer himself is responsible for the infringement of Protective Rights, claims against the Consultant under Paragraph 5.1 are excluded. The same shall apply if such infringement stems from special requirements of the Customer, or from an application not foreseen by the Consultant, or result from the Customer changing the results of the services or using such results with results of services not rendered by the Consultant. Any and all further claims by the Customer because of any infringement of third party Protective Rights are excluded. The right of the Customer to rescind the agreement shall, however, remain unaffected, together with the provisions in Paragraphs 6.1 through 6.3.

6. Liability of the Consultant

6.1 The Consultant shall have unlimited liability for any injury to persons (injury to life, the body or health) for which he may be held responsible, and shall, in the event of any damage to property so attributable, pay compensation for the repair of such property up to the amount of EUR 20,000.00 per occurrence. If data media are lost or damaged, the due compensation shall not include any costs incurred in replacing any lost data or information.

6.2 The Consultant shall not be liable for claims for defects or claims for damages or for reimbursement of costs by the Customer, whatever their legal justification, which go beyond the terms of this agreement, in particular claims concerning disruptions to operation, loss of profit, loss of information and data or consequential damages, except where mandatory liability applies for example under the Product Liability Act or in the case of intent, gross negligence, or violation of material contractual obligations. Claims for damages or reimbursement of costs because of material contractual obligations are, however, limited to foreseeable damages, typical for such contracts, except in the case of intent or gross negligence.

6.3 The provisions under Paragraphs 6.1 and 6.2 above do not change the burden of proof to the Customer's disadvantage.

7. Confidentiality, Subcontracts

7.1 The parties to this Contract shall use any documents, information, and data received and designated as confidential only for the purposes of implementing this Contract. If and so long as such documents, information and data have not become common knowledge, the parties to this Contract shall treat said documentation and information as confidential vis-à-vis third parties not involved in implementing this Contract. This obligation shall continue to apply even after termination of this Contract.

7.2 The Consultant may assign subcontracts but must impose obligations which correspond to those contained in Paragraph 7.1 on his subcontractors.

8. Export authorization, Assignment of contractual rights and obligations, Subsidiary Agreements, Jurisdiction

8.1 The export of the subject matter of this Contract and the documents may e. g. by their nature or purpose be subject to export control regulations.

8.2 The Consultant may assign accounts receivable under this Contract to a third party. In addition the Consultant may assign rights and obligations arising under this Contract to a third party provided that the Customer does not object in writing within four weeks of receiving a corresponding notification; the Consutlant shall point this out in the notification.

8.3 Subsidiary Agreements must be made in writing.

8.4 Any dispute arising out of or in connection with this Agreement, including any question regarding the existence, validity, termination or performance of this Agreement, or in connection with arrangements regarding the performance of this Agreement, shall be settled by an amicable effort on the part of the parties affected. An attempt to arrive at a settlement shall be deemed to have failed as soon as one of the parties so notifies the other Party in writing. If an attempt at settlement has failed, the dispute shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce in Paris, ("Rules") by one arbitrator appointed in accordance with the Rules.