Supplementary Contract Agreement

SUPPLEMENTARY CONTRACT AGREEMENT

This Supplementary Contract Agreement (the Agreement) is made and entered into as of by and between Party A: (hereinafter "Party A") and Party B: (hereinafter "Party B") (each a Party and collectively the Parties).

RECITALS

WHEREAS, the Parties entered into a written agreement titled dated (the Original Agreement);

WHEREAS, the Parties desire to amend and supplement certain terms of the Original Agreement as set forth herein to reflect changes in the Parties' obligations and to clarify existing rights and duties;

WHEREAS, the Parties agree that except as expressly modified by this Agreement, all terms, conditions, representations and warranties of the Original Agreement shall remain in full force and effect.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Original Agreement. For purposes of this Agreement, "Effective Date" means the date set forth above in the opening paragraph.

2. AMENDMENTS TO ORIGINAL AGREEMENT

2.1 Amendment Scope. The Original Agreement is hereby amended only to the extent expressly provided in this Agreement. All provisions of the Original Agreement that are not expressly modified by this Agreement shall remain unchanged and in full force and effect.

2.2 Specific Modifications. The Parties agree that the Original Agreement is modified as follows:

2.3 Conflict. In the event of any conflict between the provisions of this Agreement and the Original Agreement, the provisions of this Agreement shall govern and control with respect to the subject matter hereof.

3. CONSIDERATION

3.1 Consideration. The Parties acknowledge and agree that the mutual promises and obligations set forth in this Agreement constitute sufficient and valuable consideration for the amendments made herein.

4. REPRESENTATIONS AND WARRANTIES

4.1 Each Party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under applicable law; (b) it has the full corporate or organizational power and authority to execute, deliver and perform this Agreement; and (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary action.

4.2 No Litigation or Violation. Each Party further represents that entering into and performing this Agreement will not violate any material agreement, law, order or judgment to which it is subject, nor will it cause a default under any material agreement.

5. CONTINUING EFFECT; NO WAIVER

5.1 Except as amended hereby, all terms and conditions of the Original Agreement shall remain in full force and effect. No delay or failure to enforce any provision of this Agreement shall constitute a waiver of that provision or any other provision.

6. TERMINATION

6.1 Termination Rights. Except as otherwise provided in this Agreement, the Original Agreement's termination provisions shall continue to apply. Any termination of the Original Agreement shall operate with respect to this Agreement in the same manner as if specifically set forth herein.

7. CONFIDENTIALITY

7.1 Except as expressly modified herein, the confidentiality provisions of the Original Agreement shall remain in full force and effect and are incorporated herein by reference. Each Party shall continue to protect confidential information in accordance with such provisions.

8. ASSIGNMENT

8.1 Neither Party may assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Party, except to an affiliate or in connection with a merger or sale of substantially all of such Party's assets, provided that the assignee agrees in writing to be bound by the terms of this Agreement.

9. NOTICES

9.1 Notices to the Parties shall be in writing and delivered in accordance with the notice provisions of the Original Agreement, or if none are specified, to the addresses set forth below.

10. GOVERNING LAW

10.1 This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

11. ENTIRE AGREEMENT

11.1 This Agreement, together with the Original 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, understandings, negotiations and discussions, whether oral or written, among the Parties.

12. SEVERABILITY

12.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1 Amendment. This Agreement may be amended, modified or supplemented only by an agreement in writing signed by authorized representatives of both Parties.

13.2 Waiver. No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default of the same or any other provision.

13.3 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. Signatures provided by electronic means or by facsimile shall be deemed originals for all purposes.

14. MISCELLANEOUS

14.1 Remedies. Except as otherwise provided herein, the remedies available to a Party for breach of this Agreement shall include specific performance, injunctive relief and any other remedies available at law or in equity.

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