Legal Revised Clarifications Document

LEGAL REVISED CLARIFICATIONS DOCUMENT

This Legal Revised Clarifications Document (the "Clarification Agreement") is entered into as of by and between Party A Name: and Party B Name: .

RECITALS

WHEREAS, Party A and Party B entered into a prior agreement titled dated (the "Prior Agreement"); and

WHEREAS, the parties desire to set forth clarifications, corrections and explicit interpretations of certain provisions of the Prior Agreement in order to avoid disputes and to implement the parties' mutual intent; and

WHEREAS, the parties intend that the clarifications set forth herein will be binding and enforceable as an amendment and clarification of the Prior Agreement as provided below.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Clarification Agreement, capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Prior Agreement. The following terms are defined for clarity:

1.1 "Clarifications" means the specific modifications, explanations and interpretive statements set forth in Section 2 below.

2. CLARIFICATIONS

The parties agree and confirm that the following clarifications shall be incorporated into and shall control the interpretation of the Prior Agreement where inconsistent with the original language:

2.1 Clarification Item 1:

2.2 Clarification Item 2:

2.3 Additional Clarifications (if any):

3. EFFECT ON PRIOR AGREEMENT

3.1 To the extent any provision of the Prior Agreement conflicts with a clarification set forth in Section 2, the clarification in this Clarification Agreement shall control and supersede the conflicting provision of the Prior Agreement.

3.2 Except as expressly amended or clarified by this Clarification Agreement, all other terms, covenants and conditions of the Prior Agreement remain in full force and effect.

4. IMPLEMENTATION

4.1 Each party shall execute and deliver such further documents and do such further acts as may be reasonably necessary to effectuate the clarifications set forth herein.

4.2 The parties agree that any dates, deadlines, payment schedules or performance milestones affected by the clarifications shall be adjusted as described below. Describe adjustments if applicable:

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has the full corporate or individual power and authority to enter into and perform this Clarification Agreement; (b) the person executing this Clarification Agreement on its behalf is duly authorized to do so; and (c) this Clarification Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

6. CONFIDENTIALITY

The parties agree that the existence, terms and content of the clarifications set forth herein shall be treated as confidential in the same manner and to the same extent as confidential information under the Prior Agreement, except as disclosure is required by applicable law or by judicial or administrative process.

7. NOTICES

7.1 Notices to Party A:

7.2 Notices to Party B:

Notices shall be deemed given when personally delivered, sent by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid, to the addresses specified above or to such other address as a party may designate by notice to the other party.

8. AMENDMENT; WAIVER

This Clarification Agreement may be amended only by a written instrument executed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom enforcement is sought. The waiver of any breach shall not constitute a waiver of any subsequent breach.

9. COUNTERPARTS

This Clarification Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic facsimile or in portable document format shall be binding and of the same effect as original signatures.

10. GOVERNING LAW

This Clarification Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to conflict of laws principles.

11. ENTIRE AGREEMENT; SEVERABILITY

11.1 This Clarification Agreement, together with the Prior Agreement as amended hereby, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

11.2 If any provision of this Clarification Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely effects the parties' intent.

12. MISCELLANEOUS

12.1 No party shall assign its rights or delegate its obligations under this Clarification Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets or change of control provided the assigning party remains liable for performance.

12.2 The headings in this Clarification Agreement are for convenience only and shall not affect interpretation.

AUTHORIZATION

Each individual signing below represents and warrants that he or she is duly authorized to execute and deliver this Clarification Agreement on behalf of the party for whom he or she signs and that this Clarification Agreement constitutes a valid and binding obligation of such party.

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