Common use of Terms and Termination Clause in Contracts

Terms and Termination. (a) Either party may terminate this Agreement without cause on or after July 31, 2002 by giving 180 days written notice to the other party; (b) Either party may terminate this Agreement if the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; and (c) Any written notice of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately above. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the perxxxxxxxx xf FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its duties.

Terms and Termination. A. The initial term (the “Initial Term”) of this Agreement shall commence as of the Effective Date and, unless terminated earlier as provided below, automatically shall expire and terminate on the fifth anniversary of the Effective Date (as may be renewed and extended as hereinafter provided, the “Expiration Date”). Notwithstanding the foregoing, the term of this Agreement automatically shall be renewed and extended for consecutive five year periods after the initial Expiration Date (each of which periods (a) Either shall commence as of the day immediately succeeding the then scheduled Expiration Date, and (b) hereinafter shall be referred to herein as a “Renewal Term”), unless either party hereto elects not to renew and extend the term of this Agreement by delivering notice of such election to the other on or before the ninetieth (90th) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may be. B. Notwithstanding Subparagraph A hereof, Licensor may terminate this Agreement at its sole discretion with or without cause on or after July 31upon thirty (30) days prior written notice, 2002 by giving 180 days written notice to the other party; (b) Either party and Licensee may terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written notice. C. Notwithstanding Subparagraphs A and B above, if the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; and (c) Any written notice Licensee makes any assignment of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established assets or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG business for the last month benefit of service creditors, if a trustee or receiver is appointed to administer or conduct Licensee's business or affairs, if Licensee is adjudged in any legal proceeding to be either a voluntary or involuntary bankrupt, if Licensee fails to comply with any provision of this Agreement is terminated pursuant to paragraph (b) immediately above. (d) If a majority of the non-interested trustees of any of the Funds determinesAgreement, or if Licensee changes its name in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Managementwhole or in part, that the perxxxxxxxx xf FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds Licensor may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agentimmediately without notice. (e) If D. Upon the Board termination or expiration of Trustees hereafter establishes this Agreement, the License granted hereunder shall immediately and designates a new Fundautomatically terminate, FDISG and Licensee agrees that it to immediately discontinue any and all use of the Trade Name and to deliver up to Licensor, or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which the Trade Name appears, and furthermore will act as transfer agent and shareholder servicing agent for such new Fund in accordance at no time adopt or use, without Licensor's prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its dutiesTrade Name.

Terms and Termination. (a) Either party Unless earlier terminated as provided in this Section 10 or pursuant to Section 11, this Agreement will expire on February 12, 2026. Sections 10, 12, 14, 15 and 16 and the applicable provisions of Sections 8, 17 and 19 of this Agreement will survive the termination of this Agreement (b) The Commissioning Provider may terminate this Agreement without cause on or after July 31, 2002 by giving 180 days at any time upon written notice to the other party; (b) Either party may terminate this Agreement if IESO, provided that in the other party has materially breached event of such termination, the Agreement Commissioning Provider will continue to work with the IESO and any Applicant or Participant as necessary to complete any Services in respect of the Program undertaken by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; andCommissioning Provider under a contract with an Applicant or Participant. (c) Any written notice The Commissioning Provider agrees and acknowledges that its participation in the Program (including inclusion on the Qualified Commissioning Providers List) is at the sole and absolute discretion of termination shall specify the date of terminationIESO. The Fund shall provide IESO may terminate this Agreement, for any reason whatsoever, with or without providing reasons, upon 30 days’ notice of to the successor transfer agent within 30 days Commissioning Provider. The effective date of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth specified in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately abovenotice. (d) If a majority of the non-interested trustees of any of the Funds determinesThe IESO may terminate this Agreement, effective immediately, in the exercise event of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Managementany breach by the Commissioning Provider of this Agreement, that including any misrepresentation by the perxxxxxxxx xf FDISG has been unsatisfactory or adverse Commissioning Provider to the interests IESO or any Applicant or Participant, any failure to meet the eligibility criteria set out in Section 2(c), any failure to meet or comply with any requirement contained herein, or in the Commissioning Provider Orientation, any misuse of shareholders the IESO’s intellectual property, any fraud or suspected fraud by the Commissioning Provider. Any such termination of this Agreement by the IESO in the event of any Fund or Funds or that breach by the terms of the Agreement are no longer consistent with publicly Commissioning Provider is in addition to any other remedies available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of IESO at law or in equity and any failure by the non-interested trustees or (2) renegotiate terms which are satisfactory IESO to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that shall be without prejudice to the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agentIESO in exercising any such remedies. (e) If The IESO reserves the Board of Trustees hereafter establishes right to cancel the Program at any time in its sole and designates absolute discretion, in which case this Agreement will be terminated, effective immediately, without a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent requirement for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG provided to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for Commissioning Provider. (f) If this Agreement is terminated the new Fund. Such written notice must Commissioning Provider will be received by FDISG in a reasonable period of time prior to automatically removed from the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its dutiesQualified Commissioning Providers List.

Terms and Termination. A. The initial term (athe “Initial Term”) Either of this Agreement shall commence as of the Effective Date and, unless terminated earlier as provided below, automatically shall expire and terminate on the fifth (5th) anniversary of the Effective Date (as may be renewed and extended as hereinafter provided, the “Expiration Date”). Notwithstanding the foregoing, the term of this Agreement automatically shall be renewed and extended for consecutive five (5) year periods after the initial Expiration Date (each of which periods (i) shall commence as of the day immediately succeeding the then scheduled Expiration Date, and (ii) hereinafter shall be referred to herein as a “Renewal Term”), unless either party hereto elects not to renew and extend the term of this Agreement by delivering notice of such election to the other on or before the ninetieth (90th) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may be. B. Notwithstanding Section V. A., Licensor may terminate this Agreement at its sole discretion with or without cause on upon thirty (30) days prior written notice, and Licensee may terminate this Agreement at its sole discretion with or after July 31without cause upon thirty (30) days prior written notice. C. Notwithstanding Section V. A. and V. B., 2002 by giving 180 if Licensee makes any assignment of assets or business for the benefit of creditors, if a trustee or receiver is appointed to administer or conduct Licensee’s business or affairs, if Licensee is adjudged in any legal proceeding to be either a voluntary or involuntary bankrupt, if Licensee fails to comply with any provision of this Agreement, or if Licensee changes its name in whole or in part, Licensor may terminate this Agreement immediately without notice. D. Upon the termination or expiration of this Agreement, the License granted hereunder shall immediately and automatically terminate, and Licensee agrees to immediately discontinue any and all use of the Trademarks and to deliver up to Licensor, or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which the Trademarks appear, and furthermore will at no time adopt or use, without Licensor’s prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with any of the Trademarks. E. If Licensor terminates this Agreement pursuant to this Section V, then Licensor shall provide Licensee with a reasonable opportunity to transition from its then existing use of the Trademarks to any other trademarks, logos or trade names as Licensee deems appropriate, as long as those trademarks, logos and trade names do not infringe upon the Trademarks. In no event shall the transition period be more than thirty (30) days written notice to from the other party;date of termination of this Agreement (the Transition Period”). During the Transition Period: (a) Licensee agrees that it will not initiate any new use or expand its existing use of the Trademarks; and (b) Either party may terminate this Agreement if the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed Licensor agrees not to cure the breach within 60 days thereafter; and (c) Any written notice pursue any claims of termination shall specify the date of termination. The Fund shall provide notice infringement against Licensee for its continued use of the successor transfer agent within 30 days of Trademarks, provided that Licensee (and any sublicensee) are otherwise in compliance with the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately above. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the perxxxxxxxx xf FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the surviving terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agentAgreement. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its duties.

Terms and Termination. This Agreement shall commence on the date hereof, and unless sooner terminated, shall continue in effect until the close of business on the last day of the 12th full calendar month following the commencement of trading activities by the Trust. This Agreement shall automatically renew on the same terms as set forth herein for three additional 12-month terms unless the Managing Owner shall give to the Advisor written notice at least 45 days prior to the expiry of the then current 12-month period. This Agreement shall terminate automatically in the event that the Trust is terminated. This Agreement may be terminated by the Trust at any time, upon 60 days' prior written notice to the Advisor. In addition, this Agreement may be terminated at the election of the Trust at any time, upon written notice to the Advisor in the event that: (aA) Either party the Net Asset Value of Trust funds allocated to the Advisor's management decreases as of the close of trading on any business day by more than 30% from the sum of the Net Asset Value of the Trust's funds allocated to the Advisor on the date the Trust commenced trading plus the Net Asset Value of any funds which may be allocated to the Advisor thereafter (after adding back all redemptions, distributions and reallocations made to any additional trading advisors in respect of such assets); (B) the Advisor is unable, to any material extent, to use the Trading Programs, as the Trading Programs may be refined or modified in the future in accordance with the terms of this Agreement for the benefit of the Trust; (C) the Advisor's registration as a commodity trading advisor under the CE Act, or membership as a commodity trading advisor with NFA is revoked, suspended, terminated or not renewed; (D) the Managing Owner determines in good faith that the Advisor has failed to conform to (i) the Trust's trading policies or limitations, as they may be revised or modified, or (ii) a Trading Program; (E) there is an unauthorized assignment of this Agreement by the Advisor; (F) the Advisor dissolves, merges or consolidates with another entity or sells a substantial portion of its assets, any portion of the Trading Programs utilized by the Trust or its business goodwill to any person or entity other than one controlled, directly or indirectly, by Xxxx X. Xxxxx, in each instance without the consent of the Managing Owner; (G) the Advisor becomes bankrupt or insolvent; (H) Xxxx X. Xxxxx ceases to be a principal of the Advisor; or (I) the Managing Owner determines in good faith that such termination is necessary for the protection of the Trust. In addition, the Advisor has the right to terminate this Agreement without at any time, upon written notice to the Trust in the event (i) of the receipt by the Advisor of an opinion of independent counsel that solely by reason of the Advisor's activities with respect to the Trust, the Advisor is required to register as an investment adviser under the Investment Advisers Act of 1940; (ii) that the registration of the Managing Owner as a commodity pool operator under the CE Act, or its NFA membership as a commodity pool operator is revoked, suspended, terminated or not renewed; (iii) that the Managing Owner elects (pursuant to Section 1 of this Agreement) to have the Advisor use a different trading program in the Advisor's management of Trust assets from that which the Advisor is then using to manage such assets and the Advisor objects to using such different trading program; (iv) that the Managing Owner overrides a trading instruction of the Advisor pursuant to Section 1 of this Agreement for reasons unrelated to a determination by the Managing Owner that the Advisor has violated the Trust's trading policies or limitations; (v) that the Managing Owner imposes additional trading limitation(s) pursuant to Section 1 of this Agreement which the Advisor does not agree to follow in the Advisor's management of its allocable share of Trust assets; (vi) there is an unauthorized assignment of this Agreement by the Managing Owner of the Trust; or (vii) other good cause is shown to which the written consent of the Managing Owner is obtained. The Advisor may also terminate this Agreement on or after July 31, 2002 by giving 180 60 days written notice to the other party; (b) Either party may terminate this Agreement if Managing Owner during any renewal term. In the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; and (c) Any written notice of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if event that this Agreement is terminated pursuant to paragraph (b) immediately above. (d) If a majority this Section 6, the Advisor shall be entitled to the Incentive Fee, if any, which shall be computed as if the effective date of termination was the last day of the nonthen current calendar quarter. If this Agreement is terminated on a day other than the last day of a calendar month, the Management Fee described herein shall be determined as if such date were the end of a month and such fee shall be pro-interested trustees of any rated based on the ratio of the Funds determines, number of trading days in the exercise month through the date of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the perxxxxxxxx xf FDISG has been unsatisfactory or adverse termination to the interests total number of shareholders of any Fund or Funds or that trading days in the terms month. The rights of the Agreement are no longer consistent with publicly available industry standards, then Advisor to fees earned through the Fund date of expiration or Funds termination shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate survive this Agreement on sixty (60) days written notice provideduntil satisfied. In the event that JWH ceases to be the Trust's sole trading advisor, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG Managing Owner agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice the Trust to be sent to FDISG to delete "JWH" from the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations name of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its dutiesTrust.

Terms and Termination. (a) Either AZM shall serve as consultant to the Company for a period commencing on September 6, 2002 and terminating on September 5, 2004. Any subsequent renewals to this Agreement shall be on terms and conditions mutually agreed to by the Company and AZM. Notwithstanding the above, either party may terminate this Agreement without cause on or after July 31at any time upon receipt of ten days’ written notice. In the event of such termination, 2002 by giving 180 days written notice AZM shall be paid for any portion of the monthly Services performed prior to the other party; date of such termination. Should either party default in the performance of this Agreement or materially breach any of its obligations under this Agreement, including but not limited to AZM’s obligations under the Proprietary Information and Invention Assignment Agreement between the Company and AZM referenced below in Section 8 of this Agreement (b) Either “Cause” for the succeeding sentences), the non-breaching party may terminate this Agreement if immediately following the other failure of the breaching party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 thirty (30) business days thereafter; and (c) Any after having received written notice of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately above. (d) If a majority of the non-interested trustees of any breaching, party of the Funds determinesbreach or default. In the event that the Company terminates this Agreement without Cause, or AZM terminates this Agreement with Cause, AZM shall be paid and shall retain the initial payment it received at execution of this Agreement, the two hundred thousand dollars ($200,000) due AZM upon Company’s succeeding fund raising (as defined in Exhibit B), and shall be granted a warrant to purchase 164,000 shares of the exercise of their fiduciary duties and Company’s Common Stock (to the extent such warrant has not previously been granted) pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the perxxxxxxxx xf FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees in Exhibit B. In the event that the Company terminates this Agreement with Cause or AZM terminates this Agreement without Cause, AZM shall cause a written notice only retain any earnings previously paid and any rights to be sent purchase stock pursuant to FDISG to the effect issued warrants that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time have been granted prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its dutiestermination.

Terms and Termination. 6.1 This Agreement is effective from the date hereof and shall continue for a term of three (a3) years (the "Initial Term") unless sooner terminated as provided in this Agreement. Thereafter, this Agreement shall be automatically renewed for consecutive two (2) year periods (a "Renewal Term") unless either Party gives the other written notice of non-renewal at least sixty (60) days prior to the expiration date of the then-current term. 6.2 Either party Party may terminate this Agreement without cause on or after July 31, 2002 by giving 180 days written notice to the other party; (b) Either party may terminate this Agreement if the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; and (c) Any written notice of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately above. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the perxxxxxxxx xf FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on upon sixty (60) days written notice thereof to the other Party upon breach by the other Party of any of its representations, warranties, covenants or agreements contained in this Agreement. 6.3 Notwithstanding the above, if the offending breach or breaches upon which such notice of termination is based shall have been addressed to the reasonable satisfaction of the offended Party within thirty (30) days upon written acknowledgement of such satisfaction, then the notice of termination shall be rescinded, and this Agreement shall be deemed to continue in full force and effect. 6.4 Immediately upon termination by either Party, whether by expiration or otherwise, either Parties' obligation to provide services hereunder shall immediately cease, and any unpaid amounts due and owing by each Party shall become immediately due and payable. The foregoing notwithstanding, either Party will continue to provide services to existing Joint Merchants for a reasonable period necessary to transfer the accounts to another provider of the other Party's choice. However, in the event that a Joint Merchant decides to retain the services of one of the Parties, even after termination of this Agreement, the Parties shall continue to share revenues generated by the Joint Merchant as if this Agreement had not been terminated. 6.5 Payment for any services rendered or any other obligation of liability owing at the time of termination or which becomes owing under this Agreement whether or not such obligations arise prior to or after the termination date shall not be affected by termination of this Agreement. 6.6 Each Party shall provide all reasonable assistance to transfer the other's Joint Merchant Accounts to another provider, provided, however, that all costs of transfer shall be at the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations sole expense of the new Fund to allow FDISG, in Party retaining the ordinary course of its business, to prepare to perform its dutiesJoint Merchant.

Terms and Termination. 13.1 Subject to Articles 13.2, 13.3, 13.4, and 13.5 hereinbelow, the term of this AGREEMENT shall extend from the Effective Date set forth hereinabove to the full end of the term or terms for which PATENT RIGHTS have not expired, and if only TECHNOLOGY RIGHTS are licensed and no PATENT RIGHTS are applicable, for a term of fifteen (15) years. 13.2 BOARD shall have the right at any time after one (1) year from the EFFECTIVE DATE of this AGREEMENT to terminate the license granted herein in any national political jurisdiction within the LICENSED TERRITORY if LICENSEE, within ninety days after written notice from BOARD of such intended termination, fails to provide written evidence satisfactory to BOARD that LICENSEE has commercialized or is actively and effectively attempting to commercialize an invention licensed hereunder within such jurisdiction(s). Accurate, written evidence provided by LICENSEE to BOARD within said ninety (90) day period that LICENSEE has an effective, ongoing and active research, development, manufacturing, marketing, or sales program, as appropriate, directed toward obtaining regulatory approval and/or production and/or sale of LICENSED PRODUCTS incorporating PATENT RIGHTS or incorporating TECHNOLOGY RIGHTS within such jurisdiction shall be deemed satisfactory evidence. 13.3 Subject to any rights herein which survive termination, this AGREEMENT will earlier terminate in its entirety: (a) Either party may terminate this Agreement without cause on automatically if LICENSEE shall become bankrupt or after July 31insolvent and/or if the business of LICENSEE shall be placed in the hands of a receiver or trustee, 2002 whether by giving 180 days written notice to the other party;voluntary act of LICENSEE or otherwise; or (b) Either party may terminate this Agreement if the other party has materially breached the Agreement by giving the defaulting party 30 (i) upon thirty (30) days written notice by BOARD if LICENSEE shall breach or default on the payment obligations of ARTICLE IV, or use of name obligations of ARTICLE X; or (ii) upon ninety (90) days written notice by BOARD if LICENSEE shall breach or default on any other obligation under this AGREEMENT; provided, however, LICENSEE may avoid such termination if before the end of such thirty (30) or ninety (90) day period if LICENSEE provides notice and accurate, written evidence satisfactory to BOARD that such breach has been cured and the defaulting party has failed to cure the breach within 60 days thereaftermanner of such cure; andor. (c) Any at any time by mutual written agreement between LICENSEE and BOARD, or without cause upon one hundred eighty (180) days written notice by LICENSEE to BOARD, subject to any terms herein which survive termination. <Page> 13.4 Upon termination of termination this AGREEMENT for any cause: (a) nothing herein shall specify be construed to release either party of any obligation matured prior to the effective date of such termination. (b) LICENSEE covenants and agrees to be bound by the provisions of ARTICLES IX, X AND XI of this AGREEMENT. (c) LICENSEE may, after the effective date of such termination, sell all LICENSED PRODUCTS and parts therefore that it may have on hand at the date of termination. The Fund shall provide notice of , provided that LICENSEE pays the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses earned royalty thereon and taxpayer identification of Social Security numbers and such any other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated amounts due pursuant to paragraph (b) immediately aboveARTICLE IV of this AGREEMENT. (d) If LICENSEE grants to BOARD a majority of the non-interested trustees of any of exclusive royalty bearing license with the Funds determines, right to sublicense others with respect to improvements made by LICENSEE (including improvements licensed by LICENSEE from third parties) in the exercise LICENSED SUBJECT MATTER. LICENSEE and BOARD agree to negotiate in good faith the royalty rate for said non-exclusive license. BOARD's right to sublicense others hereunder shall be solely for purposes of their fiduciary duties permitting others to develop and commercialize the entire technology package. 13.5 This AGREEMENT shall automatically terminate if LICENSEE fails to deliver to MDA by September 1, 1996 (i) payment of $53,125.00 pursuant to their reasonable business judgement after consultation with Eaton Vance Management, 4.1(a) hereinabove and (ii) notice that the perxxxxxxxx xf FDISG LICENSEE has been unsatisfactory legally binding funding commitments from its investors totaling Two Million Dollars ($2,000,000.00) or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agentmore. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its duties.

Terms and Termination. (a) Either party may terminate Subject to the terms and conditions contained herein, this Agreement without cause shall commence on the Effective Date and shall continue for a term of three (3) years (the “Initial Term”). Upon expiration of the Initial Term, we may offer you the option of renewing the Agreement for one or after July 31more additional terms having a fixed number of months (each, 2002 by giving 180 days written notice to a “Renewal Term” and collectively with the Initial Term, the “Term”). If you do not renew the Agreement for a fixed Renewal Term, it will automatically renew on a month-to-month basis unless and until one of us provides the other party;with at least thirty (30) days’ advance notice of non-renewal, or unless terminated earlier under the terms contained within this Agreement. (b) Either party may terminate this Agreement if After the other party has materially breached the Agreement first year, prices are subject to a maximum of 5% change by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; and (c) Any written notice of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately above. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the perxxxxxxxx xf FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on FinnlyTech upon sixty (60) days written notice providedto customer. FinnlyTech may terminate this Agreement: (i) on written notice upon Customer’s failure to pay amounts when due, howeverafter 30 days’ written notice and failure to cure; (ii) for breach of a material provision of this Agreement, after 30 days’ written notice and failure to cure; (iii) if FinnlyTech is unable to perform the Services hereunder due to Customer’s acts or omissions; (iv) upon any regulatory decision or governmental order requiring FinnlyTech to suspend Service(s), or (v) if Customer files for bankruptcy or reorganization or fails to discharge an involuntary petition therefore within 60 days after filing. Any termination hereunder, except under 9(a)(iv), shall subject Customer to applicable termination and other accrued charges. (c) At any time without cause and without causing any breach or incurring any additional obligation, liability, or penalty, Customer may terminate this Agreement and, except as may otherwise expressly be set forth therein, any Orders, in each case by providing at least thirty (30) days' prior written notice to FinnlyTech. (d) If the Services are terminated before the end of the Term, which can only be done on 30 days’ prior written notice, Customer will pay an early termination charge equal to 25% of the Recurring Fees applicable for the remainder of the Term, except if: (i) Customer terminates because of FinnlyTech’ material uncured breach, or (ii) FinnlyTech terminates other than by reason of Customer’s breach or pursuant to Section 10(a) (iv). The parties specifically agree that the provisions damages that FinnlyTech would incur arising from any breach or early termination of Paragraph 11(cthis Agreement by Customer are based upon future facts and conditions which are difficult for the parties to presently predict, anticipate, ascertain, or calculate. The parties further agree that such liquidated damages, as determined herein, are based upon the best efforts of the parties to estimate the nature and amount of FinnlyTech’ actual damages, are not penal in nature, and are intended to place FinnlyTech in the same position it would have achieved, had this Agreement been fully performed by the parties according to the original terms. Upon the effective date of expiration or termination of this Agreement, (a) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agentFinnlyTech will immediately cease providing the Services, and (b) all payment obligations of Customer under this Agreement will become due immediately. (e) If the Board of Trustees hereafter establishes and designates a new FundUpon termination for any reason, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees Customer shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations immediately cease use of the new Fund Services and shall, within 30 days following the date of termination, destroy all copies of the Documentation or else return such Documentation to allow FDISGus and FinnlyTech shall, in within 30 days following the ordinary course date of its businesstermination, destroy all data files of the Customer and return an electronic copy of such files to prepare to perform its dutiesCustomer.

Terms and Termination. (a) Either party may terminate The term of this Agreement without cause shall be for 4.5 years beginning on or after July March 1, 2022 and ending on August 31, 2002 2026. The first six months of the contract will be implementation, and the final four years will be use of the software by giving 180 days written notice Delaware County Environmental Health Department. Without prejudice to the any other party; (b) Either party rights, Lessee or Lessor may terminate this Agreement if either party fails to comply with its terms and conditions. If Lessor terminates this Agreement, (i) Lessee must immediately stop using the other party has materially breached the Agreement by giving the defaulting party 30 days written notice Software, and the defaulting party has failed (ii) Lessor will have no further obligation to cure the breach within 60 days thereafter; and (c) Any written notice of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days any Services being provided to Lessee or any End Users as of the termination date. The parties' respective rights and obligations under Ownership, Limited Warranty and Warranty Disclaimer, Exclusion of Damages and Limitation of Liability, will survive the termination of this Agreement. If upon termination of this Agreement, Lessee shall require Lessor to provide additional services in order to transfer the functions previously provided by Lessor under this Agreement, whether such transfer be wholly "in-house" to Lessee or to any successor vendor, Lessor agrees to provide such additional services. Such additional services shall include, but not be limited to, Lessor’s time incurred and services provided: 1) in cooperating with Lessee or any successor vendor in making such transfer and in providing Lessee its data in an agreed upon format; and/or, 2) that are over and above the services and/or time set forth in the schedules to this Agreement. Lessee agrees to compensate Lessor for the additional services provided by Lessor at Lessor’s then current rates for programming and computer time. Lessor agrees to provide Lessee its data as follows at current rates for programming and computer time: • Environmental Health data will be provided in a CSV file. This Agreement may be terminated in whole or in part by either party at its convenience, but only after the other party is given: • Not less than ninety (90) days prior written notice of intent to terminate; and • An opportunity for consultation prior to termination. If termination is effected, Lessor shall be paid that portion of the compensation which has been earned as of the effective date of termination, but no amount shall be allowed for anticipated profit on unperformed services. Upon receipt or delivery by Lessor of a termination notice, Lessor shall: • Discontinue all services affected on the date the termination takes effect (unless the notice directs otherwise); and • Upon payment of amounts due by Lessee, deliver or otherwise make available to Lessee all completed deliverables. Upon termination, FDISG will deliver Lessee may take over the deliverables and pursue the same to such successor completion with another party. In the event Lessor shall cease conducting business, Lessee shall have the right to offer employment, on a certified list permanent, temporary or contract basis, to any employee of shareholders Lessor previously assigned to the performance of the Fund (with names, addresses this Agreement. The rights and taxpayer identification remedies of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder Lessee and the status thereof, Lessor provided in this section are in addition to any other rights and all other relevant books, records, correspondence, and other data established remedies provided by law or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately aboveAgreement. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the perxxxxxxxx xf FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its duties.

Terms and Termination. 13.1 Subject to Articles 13.2, 13.3, 13.4, and 13.5 hereinbelow, the term of this AGREEMENT shall extend from the Effective Date set forth hereinabove to the full end of the term or terms for which PATENT RIGHTS have not expired, and if only TECHNOLOGY RIGHTS are licensed and no PATENT RIGHTS are applicable, for a term of fifteen (15) years. 13.2 BOARD shall have the right at any time after one (1) year from the EFFECTIVE DATE of this AGREEMENT to terminate the license granted herein in any national political jurisdiction within the LICENSED TERRITORY if LICENSEE, within ninety days after written notice from BOARD of such intended termination, fails to provide written evidence satisfactory to BOARD that LICENSEE has commercialized or is actively and effectively attempting to commercialize an invention licensed hereunder within such jurisdiction(s). Accurate, written evidence provided by LICENSEE to BOARD within said ninety (90) day period that LICENSEE has an effective, ongoing and active research, development, manufacturing, marketing, or sales program, as appropriate, directed toward obtaining regulatory approval and/or production and/or sale of LICENSED PRODUCTS incorporating PATENT RIGHTS or incorporating TECHNOLOGY RIGHTS within such jurisdiction shall be deemed satisfactory evidence. 13.3 Subject to any rights herein which survive termination, this AGREEMENT will earlier terminate in its entirety: (a) Either party may terminate this Agreement without cause on automatically if LICENSEE shall become bankrupt or after July 31insolvent and/or if the business of LICENSEE shall be placed in the hands of a receiver or trustee, 2002 whether by giving 180 voluntary act of LICENSEE or otherwise; or (i) upon thirty (30) days written notice by BOARD if LICENSEE shall breach or default on the payment obligations of ARTICLE IV, or use of name obligations of ARTICLE X; or (ii) upon ninety (90) days written notice by BOARD if LICENSEE shall breach or default on any other obligation under this AGREEMENT; provided, however, LICENSEE may avoid such termination if before the end of such thirty (30) or ninety (90) day period if LICENSEE provides notice and accurate, written evidence satisfactory to BOARD that such breach has been cured and the manner of such cure; or. (c) at any time by mutual written agreement between LICENSEE and BOARD, or without cause upon one hundred eighty (180) days written notice by LICENSEE to BOARD, subject to any terms herein which survive termination. 13.4 Upon termination of this AGREEMENT for any cause: (a) nothing herein shall be construed to release either party of any obligation matured prior to the other party;effective date of such termination. (b) Either party may terminate LICENSEE covenants and agrees to be bound by the provisions of ARTICLES IX, X AND XI of this Agreement if the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; andAGREEMENT. (c) Any written notice LICENSEE may, after the effective date of termination shall specify such termination, sell all LICENSED PRODUCTS and parts therefore that it may have on hand at the date of termination. The Fund shall provide notice of , provided that LICENSEE pays the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses earned royalty thereon and taxpayer identification of Social Security numbers and such any other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated amounts due pursuant to paragraph (b) immediately aboveARTICLE IV of this AGREEMENT. (d) If LICENSEE grants to BOARD a majority of the non-interested trustees of any of exclusive royalty bearing license with the Funds determines, right to sublicense others with respect to improvements made by LICENSEE (including improvements licensed by LICENSEE from third parties) in the exercise LICENSED SUBJECT MATTER. LICENSEE and BOARD agree to negotiate in good faith the royalty rate for said non-exclusive license. BOARD's right to sublicense others hereunder shall be solely for purposes of their fiduciary duties permitting others to develop and commercialize the entire technology package. 13.5 This AGREEMENT shall automatically terminate if LICENSEE fails to deliver to MDA by September 1, 1996 (i) payment of pursuant to their reasonable business judgement after consultation with Eaton Vance Management, 4.1(a) hereinabove and (ii) notice that the perxxxxxxxx xf FDISG LICENSEE has been unsatisfactory legally binding funding commitments from its investors totaling or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agentmore. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its duties.

Terms and Termination. (a) Either party may terminate The term of this Agreement without cause on shall be five (5) years from the date of execution by both parties, unless terminated earlier pursuant to this section or after July 31, 2002 by giving 180 days parties in mutual written notice to the other party;understanding. (b) Either party may terminate this This Agreement if will be extended automatically for the term of one (1) year at the expiry date. Desired adjustments, both from the side of the Licensor as well as the Licensee, will be notified to the other party has materially breached ultimately 1 month before the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; andexpiration date. (c) Any This Agreement shall be subject to termination or suspension at the election of Licensor, by written notice to Licensee, where there has been a default in the due observance or performance of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon terminationany covenant, FDISG will deliver to such successor a certified list of shareholders of the Fund (with namescondition, addresses and taxpayer identification of Social Security numbers warranty representation or agreement herein by Licensee, and such other federal tax information as FDISG may be required default has continued for a period of thirty (30) days after written notice specifying the same shall have been given to maintain)Licensee by Licensor. In case of suspension, an historical record of Licensor maintains the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under right to terminate this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately aboveagreement. (d) If a majority This Agreement shall be subject to termination or suspension at the election of the non-interested trustees of any of the Funds determinesLicensee, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the perxxxxxxxx xf FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give by written notice to FDISG Licensor, where there has been a default in the due observance or performance of any covenant, warranty, condition or agreement herein by Licensor and such determination and FDISG default has continued for a period of thirty (30) days after written notice specifying the same shall have 60 days (or such longer period if been given to Licensor by Licensee. In case of suspension, Licensee maintains the non-interested Trustees so determine) right to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agentagreement. (e) If Both parties maintain the Board right, without any warning or declaration of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG non-compliance to the effect that it contents of this contract, to terminate this contract by notifying the other party by means of a registered letter, in case the other party has: requested a suspension of payment; has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for been put in the new Fund. Such written notice must be received by FDISG in a reasonable period position of time prior to suspension of payment; has been declared bankrupt or is requesting it's own bankruptcy; the commencement of operations company of the new Fund other party is liquidated or ceases it's activities. (f) Upon termination or expiration of this agreement, Licensee shall immediately cease reproducing, advertising, marketing and distributing the Newspaper as soon as commercially feasible. (g) Termination and expiration of this agreement shall not terminate or extinguish parties obligations and warranties to allow FDISGeach other under this agreement insofar these obligations and/or warranties, in including the ordinary course of its businessobligation by Licensee to pay Licence Fees, by their terms are supposed to prepare to perform its dutiescontinue thereafter.

Terms and Termination. (a) Either party may terminate this Agreement without cause on or after July 31, 2002 by giving 180 days written notice to the other party; (b) Either party may terminate this Agreement if the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; and (c) Any written notice of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately above. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Xxxxx Xxxxx Management, that the perxxxxxxxx xf performance of FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its duties.

Terms and Termination. The term of this Agreement, unless sooner terminated as provided in this Agreement, shall be until the Termination Date; provided, however, that (aA) Either this Agreement shall automatically renew for one (1) year periods from year to year thereafter unless terminated on the Termination Date or at the end of any subsequent annual anniversary of the Termination Date by either party by at least 60 days prior written notice to the other; and (B) Lender may terminate this Agreement without cause on or after July 31, 2002 (i) immediately by giving 180 days written notice to Borrowers in whole or only with respect to certain Inventory if any Borrower shall lose or relinquish any right to sell or deal in any product line of Inventory, or if Borrowers fail to pay any of the other party; Objected Loans due to an objection to the terms of any Transaction Statement and Lender determines on a commercially reasonable basis that the Transaction Statement does not contain a bona fide error, or (bii) Either party at any time by at least 60 days prior written notice to Borrowers, and (C) Borrower 1 may terminate this Agreement if the other party has materially breached the Agreement at any time by giving the defaulting party 30 at least 60 days prior written notice and the defaulting party has failed to cure the breach within 60 days thereafter; and (c) Any written notice of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination dateLender. Upon terminationtermination of this Agreement, FDISG will deliver all Liabilities to such successor a certified list of shareholders of the Fund Lender (with namesor, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated pursuant only with respect to paragraph certain Inventory, Liabilities to Lender relative to such Inventory) shall become immediately due and payable without notice or demand. Upon any termination, Borrowers shall remain liable to Lender for all Liabilities to Lender, including without limitation interest, fees, charges and expenses arising prior to or after the effective date of termination, and all of Lender’s rights and remedies and its security interest shall continue until all Liabilities to Lender are paid and all obligations of Borrowers are performed in full (b) immediately above. (d) If a majority of the non-interested trustees of any of the Funds determinesother than contingent indemnification obligations), at which time Lender will release its liens and security interests in the exercise Collateral. No provision of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the perxxxxxxxx xf FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions shall be construed to obligate Lender to make any Loans at any time any Event of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it Default exists or will act as transfer agent and shareholder servicing agent for such new Fund in accordance exist with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to giving of notice, the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period passage of time prior to the commencement of operations of the new Fund to allow FDISGtime, in the ordinary course of its business, to prepare to perform its dutiesor both.”

Terms and Termination. 13.1 This Agreement shall become effective on the date hereof and shall remain in effect for a period of ten years per Licensed Product starting on the date such Licensed Product becomes available for sale in commercial quantities, unless earlier terminated in accordance with the provisions of this Agreement. Thereafter, this Agreement shall 44 automatically be renewed as to each Licensed Product from year to year unless either party gives notice of termination to the other party at least one hundred and twenty days prior to the expiry of the initial term or of any renewal term. 13.2 Either party may, by notice in writing to the other party, terminate this Agreement if such other party shall have breached any of its material duties or obligations under this Agreement (aother than the obligations of PPI to pay to SANO any amount due to SANO hereunder [whether on account of Additional Consideration, the price for the Licensed Products or otherwise] or to provide SANO with the reports or information contemplated in Section 11.2 or 11.3 hereof) and such breach shall remain uncured for at least sixty days after the aggrieved party shall have given notice of the breach to the other party. 13.3 SANO may, by notice in writing to PPI, terminate this Agreement if PPI fails to pay to SANO any amount payable by PPI to SANO hereunder, whether on account of the Additional Consideration, the purchase price for the Licensed Products, interest or otherwise, as and when the same shall have become due and payable or PPI shall have failed to deliver (or caused to be delivered, as the case may be), in timely fashion, the reports or information contemplated in Section 11.2 or 11.3 hereof, and in either case, such breach shall have continued unremedied for a period of twelve business days after written notice of such breach has been given by SANO to PPI; provided that PPI shall not have the right to such twelve-day grace period within which to cure such default and SANO shall have the immediate right to terminate the Agreement for such breach if PPI shall have previously breached Section 11.2 or 11.3, or failed to remit any sums of at least $10,000.00 to SANO, when due, in the aggregate, one time in the twelve month period immediately preceding the default in question. 13.4 Either party may terminate this Agreement without cause on or after July 31, 2002 by giving 180 thirty days prior written notice to the other party;party if such party or the other party is legally prohibited from performing its obligations hereunder (other than by reason of a breach of its obligations hereunder) or becomes (or, in the case of PPI, its Affiliate becomes) an Ineligible Person (and, where the party purporting to terminate the Agreement is also the party prohibited from performing or it or its Affiliate is the Ineligible Person, it [or its Affiliate, as the case may be] has made diligent good faith best efforts to remove the prohibition or its status as an Ineligible Person) and such prohibition or status as an Ineligible Person shall have continued uninterrupted for a period of 120 days. (b) 13.5 Either party may terminate this Agreement if in respect of a particular Licensed Product (the "Specific Product"), but this Agreement shall continue in respect of any other Licensed Product, on thirty (30) days prior written notice to the other party has materially breached (which notice must be delivered within 90 days of the expiration of the applicable contract year) if the Gross Profit (as that term is defined in Exhibit B annexed hereto) attributable to aggregate Net Sales of the Specific Product made by PRI and its Affiliates for any complete contract year after the second anniversary of the date on which such Specified Product became available for sale shall be less than the amounts stated in or determined pursuant to Section 13.8; provided, however, SANO may not terminate with respect to any Specific Product pursuant to this Section 13.5 without the consent of PPI in the event that SANO shall have previously terminated the exclusive nature of the Right pursuant to Section 13.8 and shall be selling, directly or indirectly, such Licensed Product in the United States. 13.6 Either party may terminate this Agreement by giving in accordance with the defaulting party 30 days provisions of Section 15.1 hereof. 13.7 PPI or SANO shall have the right to terminate this Agreement upon written notice and to the defaulting other in the event that any one or more of the following events shall become applicable to such other party has failed (herein referred to cure as the breach within 60 days thereafter"Party"): (a) an order is made or a resolution or other action of such Party is taken for the dissolution, liquidation, winding up or other termination of its corporate existence; and (b) the Party commits a voluntary act of bankruptcy, becomes insolvent, makes an assignment for the benefit of its creditors or proposes to its creditors a reorganization, arrangement, composition or readjustment of its debts or obligations or otherwise proposes to take advantage of or shelter under any statute in force in the United States for the protection of debtors; (c) Any written notice if any proceeding is taken with respect to a compromise or arrangement, or to have such Party declared bankrupt or to have a receiver appointed in respect of termination shall specify the date such Party or a substantial portion of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers its property and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data proceeding is instituted by such successor Party or successors. FDISG shall be entitled is not opposed by such Party or if such proceeding is instituted by a Person other than such Party, such Party does not proceed diligently and in good faith to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of have such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately above. proceeding withdrawn forthwith; (d) If a majority of the non-interested trustees receiver or a receiver and manager of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the perxxxxxxxx xf FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG assets of such determination Party is appointed and FDISG shall have 60 such receiver or receiver and manager is not removed within ninety days of such appointment; (e) such Party ceases or such longer period if the non-interested Trustees so determine) takes steps to (1) correct such performance cease to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement carry on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agentits business. (ea) If (i) in the Board twenty-four (24) month period (such period being herein referred to as the "A Period") beginning on the date (the "A Commencement Date") the first of Trustees hereafter establishes and designates a new Fundany shipments of Licensed Product "A" is made available to PPI hereunder, FDISG agrees that it will act as transfer agent and shareholder servicing agent the aggregate Net Sales of Licensed Product "A" for such new Fund in accordance with A Period is less than the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG Product Sales Threshold (as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its duties.hereinafter defined);

Terms and Termination. 11.1 Subject to Articles 11.2, and 11.3 hereinbelow, the term of this AGREEMENT shall extend from the Effective Date set forth hereinabove as long as PATENT RIGHTS have not expired, been extinguished by failure to pay fees or by final adjudication of invalidity. 11.2 Subject to any rights herein which survive termination, this AGREEMENT will earlier terminate in its entirety: (a) Either party may terminate this Agreement without cause on automatically if LICENSEE shall become bankrupt or after July 31insolvent and/or if the business of LICENSEE shall be placed in the hands of a receiver or trustee, 2002 whether by giving 180 voluntary act of LICENSEE or otherwise; or (i) upon thirty (30) days written notice by MDA if LICENSEE shall breach or default on the payment obligations of ARTICLE IV, or use of name obligations of ARTICLE VIII; or (ii) upon ninety (90) days written notice by MDA if LICENSEE shall breach or default on any other obligation under this AGREEMENT; provided, however, LICENSEE may avoid such termination if before the end of such thirty (30) day period if LICENSEE provides notice and accurate, written evidence satisfactory to MDA that such breach has been cured and the manner of such cure; or (c) at any time by mutual written agreement between LICENSEE, MDA and BOARD. 11.3 Upon termination of this AGREEMENT for any cause: (a) nothing herein shall be construed to release either party of any obligation matured prior to the other party;effective date of such termination. (b) Either party may terminate LICENSEE covenants and agrees to be bound by the provisions of ARTICLES VII, VIII and IX of this Agreement if the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; andAGREEMENT. (c) Any written notice LICENSEE may, after the effective date of termination shall specify such termination, or upon expiration of PATENT RIGHTS, sell all LICENSED PRODUCTS therefore that LICENSEE, LICENSEE'S AFFILIATES or sublicensees may have on hand at the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon expiration or termination, FDISG will deliver to such successor a certified list of shareholders of provided that LICENSEE pays the Fund (with names, addresses appropriate royalty thereon and taxpayer identification of Social Security numbers and such any other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated amounts due pursuant to paragraph (b) immediately aboveARTICLE IV of this AGREEMENT. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the perxxxxxxxx xf FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its duties.

Terms and Termination. (a) Either party may terminate this Agreement without cause on or after July 31, 2002 the first year from the date first referenced above and by giving 180 days written notice to the other party; (b) Either party may terminate this Agreement if the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; and (c) Any written notice of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon termination, FDISG AST will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG AST may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG AST under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's AST’s personnel in the establishment of books, records and other data by such successor or successors. FDISG AST shall be entitled to its out-of-pocket expenses set forth in Schedule C B incurred in the delivery of such records net of the fees owed to FDISG AST for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately above. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement judgment after consultation with Eaton Vance Exxxx Xxxxx Management, that the perxxxxxxxx xf FDISG performance of AST has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG AST of such determination and FDISG AST shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG if requested by a new Exxxx Xxxxx fund, AST agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG AST to the effect that it has established a new Fund and that it appoints FDISG AST as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG AST in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISGAST, in the ordinary course of its business, to prepare to perform its duties.

Terms and Termination. 13.1 Subject to Articles 13.2, 13.3 and 13.4 hereinbelow, the term of this AGREEMENT shall extend from the Effective Date set forth hereinabove to (ai) Either party may the full end of the term or terms for which PATENT RIGHTS have not expired, or (ii)d if only TECHNOLOGY RIGHTS are licensed and no PATENT RIGHTS are applicable, for a term of fifteen (15) years. 13.2 BOARD and MDA shall have the right at any time after one (1) year from the EFFECTIVE DATE of this AGREEMENT to terminate the license granted herein in any national political jurisdiction within the LICENSED TERRITORY if LICENSEE, within ninety (90) days after written notice from MDA of such intended termination, fails to provide written evidence satisfactory to MDA that LICENSEE has commercialized or is actively and effectively attempting to commercialize an invention licensed hereunder within such jurisdiction(s). Accurate, written evidence provided by LICENSEE to MDA within said ninety (90) day period that LICENSEE has an effective, ongoing and active research, development, manufacturing, marketing, or sales program, as appropriate, directed toward obtaining regulatory approval and/or production and/or sale of LICENSED PRODUCTS incorporating PATENT RIGHTS or incorporating TECHNOLOGY RIGHTS within such jurisdiction shall be deemed satisfactory evidence. 13.3 Subject to any rights herein which survive termination, this Agreement without cause on AGREEMENT will earlier terminate in its entirety: (A) automatically if LICENSEE shall become bankrupt or after July 31insolvent and/or if the business of LICENSEE shall be placed in the hands of a receiver or trustee, 2002 whether by giving 180 voluntary act of LICENSEE or otherwise; or (B) (i) upon thirty (30) days written notice to by MDA if LICENSEE shall breach or default on the other party; payment obligations of ARTICLE IV, or use of name obligations of ARTICLE X; or (bii) Either party may terminate this Agreement if the other party has materially breached the Agreement by giving the defaulting party 30 upon ninety (90) days written notice by MDA if LICENSEE shall breach or default on any other obligation under this AGREEMENT; provided, however, LICENSEE may avoid such termination if before the end of such thirty (30) or ninety (90) day period if LICENSEE provides notice and accurate, written evidence satisfactory to MDA that such breach has been cured and the defaulting party has failed to cure the breach within 60 days thereaftermanner of such cure; andor. (cC) Any at any time by mutual written agreement between LICENSEE, MDA and BOARD, or without cause upon one hundred eighty (180) days written notice by LICENSEE to MDA and, subject to any terms herein which survive termination. 13.4 Upon termination of termination this AGREEMENT for any cause: (A) nothing herein shall specify be construed to release either party of any obligation matured prior to the effective date of such termination. (B) LICENSEE covenants and agrees to be bound by the provisions of ARTICLES IX, X AND XI of this AGREEMENT. (C) LICENSEE may, after the effective date of such termination, sell all LICENSED PRODUCTS and parts therefore that it may have on hand at the date of termination. The Fund shall provide notice of , provided that LICENSEE pays the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses earned royalty thereon and taxpayer identification of Social Security numbers and such any other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated amounts due pursuant to paragraph (b) immediately aboveARTICLE IV of this AGREEMENT. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the perxxxxxxxx xf FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its duties.

Terms and Termination. 13.1 Subject to Articles 13.2, 13.3 and 13.4 herein below, the term of this AGREEMENT shall extend from the Effective Date set forth herein above to (i) the full end of the term or terms for which PATENT RIGHTS have not expired, or (ii) if only TECHNOLOGY RIGHTS are licensed and no PATENT RIGHTS are applicable, for a term of fifteen (15) years. 13.2 [ 13.3 Subject to any rights herein which survive termination, this AGREEMENT will earlier terminate in its entirety: (a) Either party may terminate this Agreement without cause on automatically if LICENSEE shall become bankrupt or after July 31insolvent and/or if the business of LICENSEE shall be placed in the hands of a receiver or trustee, 2002 whether by giving 180 voluntary act of LICENSEE or otherwise; or (i) upon thirty (30) days written notice by MDA if LICENSEE shall breach or default on the payment obligations of ARTICLE IV, or use of name obligations of ARTICLE X; or (ii) upon ninety (90) days written notice by MDA if LICENSEE shall breach or default on any other obligation under this AGREEMENT; provided, however, LICENSEE may avoid such termination if before the end of such thirty (30) or ninety (90) day period if LICENSEE provides notice and accurate, written evidence satisfactory to MDA that such breach has been cured and the manner of such cure; or (c) at any time by mutual written agreement between LICENSEE, MDA and BOARD, or without cause upon one hundred eighty (180) days written notice by LICENSEE to MDA and, subject to any terms herein which survive termination. 13.4 Upon termination of this AGREEMENT for any cause: (a) nothing herein shall be construed to release either party of any obligation matured prior to the other party;effective date of such termination. (b) Either party may terminate LICENSEE covenants and agrees to be bound by the provisions of ARTICLES IX, X AND XI of this Agreement if the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; andAGREEMENT. (c) Any written notice LICENSEE may, after the effective date of termination shall specify such termination, sell all LICENSED PRODUCTS and parts therefore that it may have on hand at the date of termination. The Fund shall provide notice of , provided that LICENSEE pays the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses earned royalty thereon and taxpayer identification of Social Security numbers and such any other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated amounts due pursuant to paragraph (b) immediately aboveARTICLE IV of this AGREEMENT. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the perxxxxxxxx xf FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its duties.

Terms and Termination. 13.1 This Agreement shall become effective on the date hereof and shall remain in effect for a period of ten years per Licensed Product starting on the date such Licensed Product becomes available for sale in commercial quantities, unless earlier terminated in accordance with the provisions of this Agreement. Thereafter, this Agreement shall automatically be renewed as to each Licensed Product from year to year unless either party gives notice of termination to the other party at least one hundred and twenty days prior to the expiry of the initial term or of any renewal term. 13.2 Either party may, by notice in writing to the other party, terminate this Agreement if such other party shall have breached any of its material duties or obligations under this Agreement (aother than the obligations of PPI to pay to SANO any amount due to SANO hereunder [whether on account of Additional Consideration, the price for the Licensed Products or otherwise] or to provide SANO with the reports or information contemplated in Section 11.2 or 11.3 hereof) and such breach shall remain uncured for at least sixty days after the aggrieved party shall have given notice of the breach to the other party. 13.3 SANO may, by notice in writing to PPI, terminate this Agreement if PPI fails to pay to SANO any amount payable by PPI to SANO hereunder, whether on account of the Additional Consideration, the purchase price for the Licensed Products, interest or otherwise, as and when the same shall have become due and payable or PPI shall have failed to deliver (or caused to be delivered, as the case may be), in timely fashion, the reports or information contemplated in Section 11.2 or 11.3 hereof, and in either case, such breach shall have continued unremedied for a period of twelve business days after written notice of such breach has been given by SANO to PPI; provided that PPI shall not have the right to such twelve-day grace period within which to cure such default and SANO shall have the immediate right to terminate the Agreement for such breach if PPI shall have previously breached Section 11.2 or 11.3, or failed to remit any sums of at least $10,000.00 to SANO, when due, in the aggregate, one time in the twelve month period immediately preceding the default in question. 13.4 Either party may terminate this Agreement without cause on or after July 31, 2002 by giving 180 thirty days prior written notice to the other party;party if such party or the other party is legally prohibited from performing its obligations hereunder (other than by reason of a breach of its obligations hereunder) or becomes (or, in the case of PPI, its Affiliate becomes) an Ineligible Person (and, where the party purporting to terminate the Agreement is also the party prohibited from performing or it or its Affiliate is the Ineligible Person, it [or its Affiliate, as the case may be] has made diligent good faith best efforts to remove the prohibition or its status as an Ineligible Person) and such prohibition or status as an Ineligible Person shall have continued uninterrupted for a period of 120 days. (b) 13.5 Either party may terminate this Agreement if in respect of a particular Licensed Product (the "Specific Product"), but this Agreement shall continue in respect of any other Licensed Product, on thirty (30) days prior written notice to the other party has materially breached (which notice must be delivered within 90 days of the expiration of the applicable contract year) if the aggregate Net Sales of the Specific Product made by PRI and its Affiliates for any complete contract year after the second anniversary of the date on which such Specified Product became available for sale shall be less than the amounts stated in or determined pursuant to Section 13.8; provided, however, SANO may not terminate with respect to any Specific Product pursuant to this Section 13.5 without the consent of PPI in the event that SANO shall have previously terminated the exclusive nature of the Right pursuant to Section 13.8 and shall be selling, directly or indirectly, such Licensed Product in the United States. 13.6 Either party may terminate this Agreement by giving in accordance with the defaulting party 30 days provisions of Section 15.1 hereof. 13.7 PPI or SANO shall have the right to terminate this Agreement upon written notice and to the defaulting other in the event that any one or more of the following events shall become applicable to such other party has failed (herein referred to cure as the breach within 60 days thereafter; and"Party"): (a) an order is made or a resolution or other action of such Party is taken for the dissolution, liquidation, winding up or other termination of its corporate existence; (b) the Party commits a voluntary act of bankruptcy, becomes insolvent, makes an assignment for the benefit of its creditors or proposes to its creditors a reorganization, arrangement, composition or readjustment of its debts or obligations or otherwise proposes to take advantage of or shelter under any statute in force in the United States for the protection of debtors; (c) Any written notice if any proceeding is taken with respect to a compromise or arrangement, or to have such Party declared bankrupt or to have a receiver appointed in respect of termination shall specify the date such Party or a substantial portion of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers its property and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data proceeding is instituted by such successor Party or successors. FDISG shall be entitled is not opposed by such Party or if such proceeding is instituted by a Person other than such Party, such Party does not proceed diligently and in good faith to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of have such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately above.proceeding withdrawn forthwith; (d) If a majority of the non-interested trustees receiver or a receiver and manager of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the perxxxxxxxx xf FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG assets of such determination Party is appointed and FDISG shall have 60 such receiver or receiver and manager is not removed within ninety days (or of such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent.appointment; (e) If such Party ceases or takes steps to cease to carry on its business. SANO shall similarly have the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a right to terminate this Agreement upon written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations PRI if any of the new Fund foregoing events becomes applicable to allow FDISG, any Affiliate of PRI that has been expressly assigned obligations under this Agreement. (a) If (i) in the ordinary course twenty-four (24) month period (such period being herein referred to as the "A Period") beginning on the date (the "A Commencement Date") the first of its businessany shipments of Licensed Product "A" is made available to PPI hereunder, the aggregate Net Sales of Licensed Product "A" for such A Period is less than the Product Sales Threshold (as hereinafter defined); CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION ASTERISKS DENOTE SUCH OMISSION (ii) in the twenty-four (24) month period (such period being herein referred to prepare as the "B Period") beginning on the date (the "B Commencement Date") the first of any shipments of Licensed Product "B" is made available to perform its duties.PPI hereunder, the aggregate Net Sales of Licensed Product "B" for such B Period is less than the Product Sales Threshold; or

Terms and Termination. (a) Either party The SFA or the selected FSMC may terminate this Agreement without the awarded contract for cause on or after July 31, 2002 by giving 180 60 days written notice. (Reference 7 CFR 210.16(d)) At any time, because of circumstances beyond the control of the SFA as well as the selected FSMC, the selected FSMC or the SFA may terminate the awarded contract by giving 30 days written notice to the other party; (b) Either party may terminate this Agreement . Neither the selected FSMC nor the SFA shall be responsible for any losses resulting if the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; and (c) Any written notice fulfillment of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately above. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the perxxxxxxxx xf FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement awarded contract shall be delayed or prevented by wars, acts of public enemies, strikes, fires, flood, acts of God, or for any acts not within the control of the selected FSMC or the SFA, respectively, and which, by the exercise of due diligence, it was unable to prevent. Nonperformance by Selected FSMC In the event of the selected FSMC’s nonperformance under this awarded contract and/or the violation or breach of the awarded contract terms, the SFA shall have the right to pursue all administrative, contractual, and legal remedies against the selected FSMC and shall have the right to seek all sanctions and penalties as may be appropriate. The selected FSMC shall pay the SFA the full amount of any meal overclaims which are no longer consistent attributable to the selected FSMC’s negligence, including those overclaims based on reviews or audit findings that occurred during the effective dates of original and renewal of the awarded contracts. In the event either party commits a material breach, the non-breaching party may terminate the awarded contract for cause by giving 30 days written notice. If the breach is remedied prior to the proposed termination date, the non-breaching party may elect to continue of the awarded contract. Notwithstanding the breaching provision above, the SFA may immediately terminate of the awarded contract with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG selected FSMC for breach/neglect as determined by the SFA when considering such items as failure to maintain and enforce required standards of such determination and FDISG shall have 60 days (sanitation, failure to maintain proper insurance coverage as outlined by the awarded contract, failure to provide required periodic information/statements, or such longer period if the non-interested Trustees so determine) failure to (1) correct such performance to the satisfaction maintain quality of the non-interested trustees or (2) renegotiate terms which are service at a level satisfactory to the non-interested trustees SFA. The SFA is the responsible authority without recourse to USDA or the state agency to the settlement and satisfaction of all contractual and administrative issues arising from the transaction. Such authority includes, but is not limited to: source evaluation, protests, disputes, claims, or other matters of contractual nature. Matters concerning violations of the Funds. If the conditions of the preceding sentence are not met then the Fund law will be referred to local, state, or Funds may terminate this Agreement on sixty (60) days written notice provided, however, federal authority that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agenthas proper jurisdiction. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its duties.

Terms and Termination. (a) Either party may terminate The term of the Agreement shall commence on the date this Agreement without cause on or after July is executed and continue until December 31, 2002 by giving 180 1998. This Agreement shall automatically renew with respect to Xxxxxx on the same terms as set forth herein for three additional twelve-month terms commencing January 1 and ending December 31, unless the Partnership shall give Xxxxxx 60 days prior written notice prior to termination of the then-current twelve-month period. This renewal right shall be applicable irrespective of any change in trading advisors of the Partnership or reallocation of Partnership assets among the trading advisors or to other trading advisors. This Agreement shall terminate automatically in the event that the Partnership is terminated. This Agreement may be terminated at the election of the Partnership at any time, upon written notice to Xxxxxx in the other party; event that: (bA) Either party may terminate this Agreement if the other party has materially breached Net Asset Value of Partnership funds allocated to Xxxxxx'x management decreases as of the Agreement close of trading on any business day by giving more than thirty percent (30%) from the defaulting party 30 days written notice and sum of the defaulting party has failed Net Asset Value of the Partnership's funds allocated to cure the breach within 60 days thereafter; and (c) Any written notice of termination shall specify Xxxxxx on the date Xxxxxx commenced trading Partnership assets plus the Net Asset Value of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG any funds which may be required allocated to maintainXxxxxx thereafter (after adding back all redemptions, distributions and reallocations made to Xxxxxx or any additional trading advisors in respect of such assets); (B) Xxxxxx is unable, an historical record of the account of each shareholder and the status thereofto any material extent, and all other relevant booksto use its agreed-upon Trading Approach, records, correspondence, and other data established as such Trading Approach may be refined or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement modified in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately above. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the perxxxxxxxx xf FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund future in accordance with the terms set forth herein. The Trustees shall cause of this Agreement for the benefit of the Partnership; (C) Xxxxxx'x registration as a commodity trading advisor under the CE Act, or membership as a commodity trading advisor with the NFA is revoked, suspended, terminated or not renewed; (D) the General Partners determine in good faith that Xxxxxx has failed to conform to (i) the Partnership's Trading Policies or limitations, as they may be revised or modified, or (ii) any agreed-upon Trading Approach; (E) there is an unauthorized assignment of this Agreement by Xxxxxx; (F) Xxxxxx dissolves, merges or consolidates with another entity or sells a substantial portion of its assets, any portion of its Trading Approach utilized by the Partnership or its business goodwill, in each instance without the consent of the General Partners; (G) there is a change of control of Xxxxxx; (H) Xxxxxx becomes bankrupt or insolvent; (I) Xxxxxxx Xxxxxx ceases to be an active executive officer of Xxxxxx; or (J) the General Partners for any reason or for no reason, in their sole discretion, terminate this Agreement by providing 30 days' written notice to be sent Xxxxxx. In addition, Xxxxxx has the right to FDISG terminate this Agreement at any time, upon written notice to the effect Partnership in the event (i) of the receipt by Xxxxxx of an opinion of independent counsel that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received solely by FDISG in a reasonable period reason of time prior Xxxxxx'x activities with respect to the commencement Partnership, Xxxxxx is required to register as an investment adviser under the Investment Advisers Act of operations 1940; (ii) that the Net Asset Value of Partnership assets under Xxxxxx'x management decreases by more than 50% from the time trading commences solely as a result of a reallocation of Partnership assets pursuant to Section 7 of this Agreement (I.E., not including any decrease attributable to losses on commodity interest transactions directed by Xxxxxx) immediately following any such reallocation; (iii) that the registration of either General Partner as a commodity pool operator under the CE Act, or its NFA membership as a commodity pool operator is revoked, suspended, terminated or not renewed; (iv) that the General Partners elect (pursuant to Section 1 of this Agreement) to have Xxxxxx use a different Trading Approach in Xxxxxx'x management of its allocable share of Partnership assets from that which Xxxxxx is then using to manage such assets and Xxxxxx objects to using such different Trading Approach; (v) that the General Partners override a trading instruction of Xxxxxx pursuant to Section 1 of this Agreement for reasons unrelated to a determination by the General Partners that Xxxxxx has violated the Partnership's Trading Policies or limitations; (vi) that the General Partners impose additional trading limitation(s) pursuant to Section 1 of this Agreement which Xxxxxx does not agree to follow in its management of its allocable share of Partnership assets; (vii) there is an unauthorized assignment of this Agreement by the General Partners of the new Fund Partnership; or (viii) other good cause is shown to allow FDISGwhich the written consent of the General Partners is obtained. In the event that this Agreement is terminated with respect to, or by, Xxxxxx pursuant to this Section 7, Xxxxxx shall be entitled to the Incentive Fee, if any, which shall be computed as if the effective date of termination was the last day of the then current calendar quarter. If this Agreement is terminated on a day other than the last day of a calendar month, the Management Fee described herein shall be determined as if such date were the end of a month and such fee shall be pro-rated based on the ratio of the number of trading days in the ordinary course month through the date of its business, termination to prepare the total number of trading days in the month. The rights of Xxxxxx to perform its dutiesfees earned through the date of expiration or termination shall survive this Agreement until satisfied.

Terms and Termination. (a) Either party The term of this Option shall be a period commencing on the Grant Date and ending at 5:00 p.m. on the date preceding the tenth anniversary thereof (“Expiration Date”). Upon the termination of the Participant’s status as an employee of the Company on account of: (i) reasons other than normal retirement, death, total disability and cause, such portion of this option that has not then vested shall terminate immediately but such portion of this option that has then vested shall continue and become non-exercisable immediately at 5:00 p.m. upon the date which is thirty (30) days after such termination of the Participant’s status; (ii) death, total disability or normal retirement, such portion of this option that has not then vested shall terminate immediately but such portion of this Option that has then vested may be exercised by the Participant or, pursuant to and as defined in the Plan, the Participant’s Beneficiary at any time during the period ending on the earlier of (x) the Expiration Date (provided that such option would have been able to have been exercised according to its terms absent such death, total disability or normal retirement) or (y) 5:00 p.m. on the day preceding the fifth anniversary of such death, total disability or normal retirement; or (iii) cause, in which case all options granted hereunder shall terminate this Agreement without cause on or after July 31, 2002 by giving 180 days written notice to the other party;and be immediately nonexercisable. (b) Either party may terminate this Agreement if Notwithstanding the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; and (c) Any written notice of foregoing, where termination shall specify not have been for cause, of which the date of termination. The Fund Board shall provide notice of be the successor transfer agent within 30 days of sole judge, the termination date. Upon termination, FDISG will deliver Board may in its sole discretion permit options hereunder to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained exercised by the booksParticipant at any time during the period ending not later than the Expiration Date as the Board shall agree, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable provided such option would have been able to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled have been exercised according to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately aboveterms absent termination. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the perxxxxxxxx xf FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its duties.

Terms and Termination. (a) Either party may terminate this Agreement without cause on or after July 31June 16, 2002 2008 by giving 180 days written notice to the other party; (b) Either party may terminate this Agreement if the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; and (c) Any written notice of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon termination, FDISG PFPC will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG PFPC may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG PFPC under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISGPFPC's personnel in the establishment of books, records and other data by such successor or successors. FDISG PFPC shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG PFPC for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately above. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement judgment after consultation with Eaton Vance Management, that the perxxxxxxxx xf FDISG performance of PFPC has been unsatisfactory or unsatxxxxxxxxx xr adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG PFPC of such determination and FDISG PFPC shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG PFPC agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG PFPC to the effect that it has established a new Fund and that it appoints FDISG PFPC as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG PFPC in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISGPFPC, in the ordinary course of its business, to prepare to perform its duties.

Terms and Termination. 13.1 Subject to Articles 13.2, 13.3 and 13.4 herein below, the term of this AGREEMENT shall extend from the Effective Date set forth herein above to (i) the full end of the term or terms for which PATENT RIGHTS have not expired, or (ii) if only TECHNOLOGY RIGHTS are licensed and no PATENT RIGHTS are applicable, for a term of fifteen (15) years. 13.2 BOARD and MDA shall have the right at any time after two (2) years from the EFFECTIVE DATE of this AGREEMENT to terminate the license granted herein in any national political jurisdiction within the LICENSED TERRITORY if LICENSEE, within ninety (90) days after written notice from MDA of such intended termination, fails to provide written evidence satisfactory to MDA that LICENSEE has commercialized or is actively and effectively attempting to commercialize an invention licensed hereunder within such jurisdiction(s). Accurate, written evidence provided by LICENSEE to MDA within said ninety (90) day period that LICENSEE has an effective, ongoing and active research, development, manufacturing, marketing, or sales program, as appropriate, directed toward obtaining regulatory approval and/or production and/or sale of LICENSED PRODUCTS incorporating PATENT RIGHTS or incorporating TECHNOLOGY RIGHTS within such jurisdiction shall be deemed satisfactory evidence. 13.3 Subject to any rights herein which survive termination, this AGREEMENT will earlier terminate in its entirety: (a) Either party may terminate this Agreement without cause on automatically if LICENSEE shall become bankrupt or after July 31insolvent and/or if the business of LICENSEE shall be placed in the hands of a receiver or trustee, 2002 whether by giving 180 voluntary act of LICENSEE or otherwise; or (i) upon thirty (30) days written notice by MDA if LICENSEE shall breach or default on the payment obligations of ARTICLE IV, or use of name obligations of ARTICLE X; or (ii) upon ninety (90) days written notice by MDA if LICENSEE shall breach or default on any other obligation under this AGREEMENT; provided, however, LICENSEE may avoid such termination if before the end of such thirty (30) or ninety (90) day period if LICENSEE provides notice and accurate, written evidence satisfactory to MDA that such breach has been cured and the manner of such cure; or (c) at any time by mutual written agreement between LICENSEE, MDA and BOARD, or without cause upon one hundred eighty (180) days written notice by LICENSEE to MDA and, subject to any terms herein which survive termination. 13.4 Upon termination of this AGREEMENT for any cause: (a) nothing herein shall be construed to release either party of any obligation matured prior to the other party;effective date of such termination. (b) Either party may terminate LICENSEE covenants and agrees to be bound by the provisions of ARTICLES IX, X AND XI of this Agreement if the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; andAGREEMENT. (c) Any written notice LICENSEE may, after the effective date of termination shall specify such termination, sell all LICENSED PRODUCTS and parts therefore that it may have on hand at the date of termination. The Fund shall provide notice of , provided that LICENSEE pays the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses earned royalty thereon and taxpayer identification of Social Security numbers and such any other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated amounts due pursuant to paragraph (b) immediately aboveARTICLE IV of this AGREEMENT. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the perxxxxxxxx xf FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its duties.

Terms and Termination. 13.1 Subject to Articles 13.2, 13.3, 13.4, and 13.5 hereinbelow, the term of this AGREEMENT shall extend from the Effective Date set forth hereinabove to the full end of the term or terms for which PATENT RIGHTS have not expired, and if only TECHNOLOGY RIGHTS are licensed and no PATENT RIGHTS are applicable, for a term of fifteen (15) years. 13.2 BOARD shall have the right at any time after one (1) year from the EFFECTIVE DATE of this AGREEMENT to terminate the license granted herein in any national political jurisdiction within the LICENSED TERRITORY if LICENSEE, within ninety days after written notice from BOARD of such intended termination, fails to provide written evidence satisfactory to BOARD that LICENSEE has commercialized or is actively and effectively attempting to commercialize an invention licensed hereunder within such jurisdiction(s). Accurate, written evidence provided by LICENSEE to BOARD within said ninety (90) day period that LICENSEE has an effective, ongoing and active research, development, manufacturing, marketing, or sales program, as appropriate, directed toward obtaining regulatory approval and/or production and/or sale of LICENSED PRODUCTS incorporating PATENT RIGHTS or incorporating TECHNOLOGY RIGHTS within such jurisdiction shall be deemed satisfactory evidence. 13.3 Subject to any rights herein which survive termination, this AGREEMENT will earlier terminate in its entirety: (a) Either party may terminate this Agreement without cause on automatically if LICENSEE shall become bankrupt or after July 31insolvent and/or if the business of LICENSEE shall be placed in the hands of a receiver or trustee, 2002 whether by giving 180 voluntary act of LICENSEE or otherwise; or (i) upon thirty (30) days written notice by BOARD if LICENSEE shall breach or default on the payment obligations of ARTICLE IV, or use of name obligations of ARTICLE X; or (ii) upon ninety (90) days written notice by BOARD if LICENSEE shall breach or default on any other obligation under this AGREEMENT; provided, however, LICENSEE may avoid such termination if before the end of such thirty (30) or ninety (90) day period if LICENSEE provides notice and accurate, written evidence satisfactory to BOARD that such breach has been cured and the manner of such cure; or. (c) at any time by mutual written agreement between LICENSEE and BOARD, or without cause upon one hundred eighty (180) days written notice by LICENSEE to BOARD, subject to any terms herein which survive termination. 13.4 Upon termination of this AGREEMENT for any cause: (a) nothing herein shall be construed to release either party of any obligation matured prior to the other party;effective date of such termination. (b) Either party may terminate LICENSEE covenants and agrees to be bound by the provisions of ARTICLES IX, X AND XI of this Agreement if the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; andAGREEMENT. (c) Any written notice LICENSEE may, after the effective date of termination shall specify such termination, sell all LICENSED PRODUCTS and parts therefore that it may have on hand at the date of termination. The Fund shall provide notice of , provided that LICENSEE pays the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses earned royalty thereon and taxpayer identification of Social Security numbers and such any other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated amounts due pursuant to paragraph (b) immediately aboveARTICLE IV of this AGREEMENT. (d) If LICENSEE grants to BOARD a majority of the non-interested trustees of any of exclusive royalty bearing license with the Funds determines, right to sublicense others with respect to improvements made by LICENSEE (including improvements licensed by LICENSEE from third parties) in the exercise LICENSED SUBJECT MATTER. LICENSEE and BOARD agree to negotiate in good faith the royalty rate for said non-exclusive license. BOARD's right to sublicense others hereunder shall be solely for purposes of their fiduciary duties permitting others to develop and commercialize the entire technology package. 13.5 This AGREEMENT shall automatically terminate if LICENSEE fails to deliver to MDA by September 1, 1996 (i) payment of $53,125.00 pursuant to their reasonable business judgement after consultation with Eaton Vance Management, 4.1(a) hereinabove and (ii) notice that the perxxxxxxxx xf FDISG LICENSEE has been unsatisfactory legally binding funding commitments from its investors totaling Two Million Dollars ($2,000,000.00) or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agentmore. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its duties.

Terms and Termination. A. The initial term (athe “Initial Term”) Either of this Agreement shall commence as of the Effective Date and, unless terminated earlier as provided below, automatically shall expire and terminate on the fifth (5th) anniversary of the Effective Date (as may be renewed and extended as hereinafter provided, the “Expiration Date”). Notwithstanding the foregoing, the term of this Agreement automatically shall be renewed and extended for consecutive five (5) year periods after the initial Expiration Date (each of which periods (i) shall commence as of the day immediately succeeding the then scheduled Expiration Date, and (ii) hereinafter shall be referred to herein as a “Renewal Term”), unless either party hereto elects not to renew and extend the term of this Agreement by delivering notice of such election to the other on or before the ninetieth (90th) day preceding the then scheduled expiration of the Initial Term or applicable Renewal Term, as the case may be. B. Notwithstanding Section V. A., Licensor may terminate this Agreement at its sole discretion with or without cause on or after July 31upon thirty (30) days prior written notice, 2002 by giving 180 days written notice to the other party; (b) Either party and Licensee may terminate this Agreement at its sole discretion with or without cause upon thirty (30) days prior written notice. C. Notwithstanding Section V. A. and V. B., if the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; and (c) Any written notice Licensee makes any assignment of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established assets or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG business for the last month benefit of service creditors, if a trustee or receiver is appointed to administer or conduct Licensee’s business or affairs, if Licensee is adjudged in any legal proceeding to be either a voluntary or involuntary bankrupt, if Licensee fails to comply with any provision of this Agreement is terminated pursuant to paragraph (b) immediately above. (d) If a majority of the non-interested trustees of any of the Funds determinesAgreement, or if Licensee changes its name in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Managementwhole or in part, that the perxxxxxxxx xf FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds Licensor may terminate this Agreement on immediately without notice. D. Upon the termination or expiration of this Agreement, the License granted hereunder shall immediately and automatically terminate, and Licensee agrees to immediately discontinue any and all use of the Trademarks and to deliver up to Licensor, or its duly authorized representatives, all signage, marketing materials, letterhead, business cards, flags, checks, documents promotional items, press releases, Internet usage and any and all other papers or materials upon which the Trademarks appear, and furthermore will at no time adopt or use, without Licensor’s prior written consent, any word, phrase, colors, symbol, logos, marks or other designations which are similar to or likely to be confusing with any of the Trademarks. E. If Licensor terminates this Agreement pursuant to this Section V, then Licensor shall provide Licensee with a reasonable opportunity to transition from its then existing use of the Trademarks to any other trademarks, logos or trade names as Licensee deems appropriate, as long as those trademarks, logos and trade names do not infringe upon the Trademarks. In no event shall the transition period be more than sixty (60) days written notice provided, however, that from the provisions date of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent.termination of this Agreement (the Transition Period”). During the Transition Period: (ea) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG Licensee agrees that it will act as transfer agent not initiate any new use or expand its existing use of the Trademarks; and (b) Licensor agrees not to pursue any claims of infringement against Licensee for its continued use of the Trademarks, provided that Licensee (and shareholder servicing agent for such new Fund any sublicensee) are otherwise in accordance compliance with the surviving terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its dutiesthis Agreement.

Terms and Termination. (a) Either party This agreement is in effect for one (1) year from the date first written above. Upon the mutual written consent of both parties, the Agreement may terminate be renewed for successive periods of one (1) year. Absent any such written consent, this Agreement without cause on may only be terminated as provided below. ZOOM shall have no obligation to accept any order from DISTRIBUTOR after termination or notice of termination of this Agreement for any reason. Acceptance of any order from DISTRIBUTOR or any sale made to DISTRIBUTOR by ZOOM after the expiration of any term or after July 31notice of termination or termination of this Agreement for any reason as set forth below shall not be construed as a renewal or extension hereof, 2002 nor as a waiver of any notice of termination, but in the absence of a new agreement covering such offers or sales signed on behalf of ZOOM, each such order and sale shall be deemed an individual purchase order governed by giving 180 days written notice to the other party;ZOOM'S general terms and conditions of sale. (b) Either party may terminate this Agreement if agreement for material defaults or the other party has materially breached the Agreement by giving party, effective thirty (30) days following written notice to the defaulting party, unless, within said thirty (30) days, the party 30 days written receiving notice and remedies the defaulting party has failed to cure the breach within 60 days thereafter; anddefault. (c) Any written ZOOM may terminate this Agreement, effective immediately upon given notice of termination shall specify to DISTRIBUTOR, in the event that (I) proceedings are instituted by DISTRIBUTOR in bankruptcy, reorganization, receivership, or dissolution and such proceedings have not been dismissed or otherwise terminated within sixty (60) days following the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund they were initiated; or (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG may be required to maintain), iii) DISTRIBUTOR makes an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG assignment for the last month benefit of service if this Agreement is terminated pursuant to paragraph (b) immediately abovecreditors. (d) If a majority of the non-interested trustees of any of the Funds determinesZOOM may terminate this Agreement, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the perxxxxxxxx xf FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give effective thirty (30) days following written notice to FDISG of such determination DISTRIBUTOR, IF (i) DISTRIBUTOR fails to submit purchase orders for, and FDISG shall have 60 days (or such longer period if pay ZOOM in full for PRODUCTS for the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees minimum amounts set forth in Section 7 above or (2ii) renegotiate terms which are satisfactory ZOOM does not consent to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary DISTRIBUTOR'S activities pursuant to transfer records to a successor transfer agentSection 18 above. (e) If Upon termination of this Agreement by either party, DISTRIBUTOR will discontinue marketing the Board of Trustees hereafter establishes PRODUCTS and designates a new FundZOOM will have the option, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written which may be exercised by notice to DISTRIBUTOR within fourteen (14) days following the effective date of termination, to repurchase any or all of DISTRIBUTOR'S remaining inventory of the PRODUCTS at the invoice price. If ZOOM does not elect to repurchase DISTRIBUTOR'S remaining inventory as provided above, DISTRIBUTOR may sell any PRODUCTS remaining in its inventory. (f) If this Agreement is terminated, then the party terminating the Agreement shall not be sent to FDISG liable to the effect other for any damages, indemnification's, expenditures, loss of profits or prospective profits of any kind sustained or alleged to have been sustained or arising out of such Agreement, both parties hereby irrevocably waiver any such rights granted by the laws of their respective countries or of any other jurisdiction. Both parties hereby covenant and agree that it has established a new Fund they will bring no action or proceeding of any nature whatsoever in any court, before any tribunal, or under any arbitration proceeding providing for herein, seeking or claiming any such damages, indemnification, expenditures, loss of profits or prospective profits. Each party recognizes and acknowledges that it appoints FDISG as transfer agent the other party is entering into this Agreement in reliance upon and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations consideration of the new Fund to allow FDISG, in the ordinary course agreements and covenants contained herein. (g) Sections 4,8,9,10,11,12,13,15,17,19,21,22,23 and 24 shall all survive termination of its business, to prepare to perform its dutiesthis Agreement.

Terms and Termination. (a) Either party may terminate this Agreement without cause on or after July 31June 16, 2002 2004 by giving 180 days written notice to the other party; (b) Either party may terminate this Agreement if the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; and (c) Any written notice of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon termination, FDISG PFPC will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG PFPC may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG PFPC under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISGPFPC's personnel in the establishment of books, records and other data by such successor or successors. FDISG PFPC shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG PFPC for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately above. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement judgment after consultation with Eaton Vance Management, that the perxxxxxxxx xf FDISG txx xxxxxxxxnce of PFPC has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG PFPC of such determination and FDISG PFPC shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG PFPC agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG PFPC to the effect that it has established a new Fund and that it appoints FDISG PFPC as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG PFPC in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISGPFPC, in the ordinary course of its business, to prepare to perform its duties.

Terms and Termination. (a) Either party 5.1 This Agreement shall commence on the date of remittance against the appli- cable invoice and or services activated and or on first access to online soft- xxxx. 5.2 Fixed Term Agreements shall be in effect for twelve months and shall 5.3 Credit and Bundle Agreements will continue unless associated Fixed Term Agreement terminated. 5.4 Notwithstanding the foregoing StratumFive Ltd may terminate this Agreement without cause on or after July 31, 2002 by giving 180 Agree- ment in the event of any of the following conditions 5.4.1. If the Subscriber defaults in any payment due to StratumFive Ltd and if such default continues for a period of fifteen days written notice to following the other party; (b) Either party may terminate this Agreement if the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; and (c) Any Subscriber’s receipt of written notice of such default; 5.4.2. If the subscriber commits a breach of any material term of this agreement (other than failure to pay any amounts due under this agree- ment) and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so. 5.5 This Agreement is automatically terminated if the Subscriber becomes bank- rupt or insolvent. On termination of this Agreement for any reason the Subscriber shall specify immediately pay to StratumFive Ltd all of StratumFive Ltd’s outstanding unpaid invoices and interest and, in respect of Network Services but for which no invoice has been submitted, StratumFive Ltd may submit an invoice, which shall be payable immediately on receipt. 5.6 Where StratumFive Ltd takes over the date provision of termination. The Fund shall provide notice of Network Services from a third party to a Product, the successor transfer agent Subscriber may elect within 30 days of the termination date. Upon termination, FDISG will deliver [issue of notification by StratumFive Ltd of such takeover] to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under terminate this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately above. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the perxxxxxxxx xf FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give upon three month’s written notice to FDISG of such determination StratumFive Ltd and, provided that it pays StratumFive Ltd’s standard release charge for each active basic product (currently £350 + VAT) and FDISG shall have 60 days (or such longer period if pays all outstanding 5.7 Where StratumFive Ltd and the non-interested Trustees so determine) to (1) correct such performance Subscriber agree that StratumFive Ltd will provide the Subscriber with a discount in relation to the satisfaction of prices payable by the non-interested trustees or (2) renegotiate terms which are satisfactory Subscriber for the Product and/or the Network Services on the basis that the Subscriber will not terminate the Agreement prior to the non-interested trustees expiry of a specified period, upon termination by the Funds. If Subscriber prior to such specified period the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG Subscriber agrees that it will act pay to StratumFive Ltd the discount as transfer agent and shareholder servicing agent for such new Fund in accordance with shown on the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to Service proposal or invoice, if not shown, the effect that it has established a new Fund and that it appoints FDISG amount of the discount as transfer agent and shareholder servicing agent notified from StratumFive Ltd for the new Fund. Such written notice must be received by FDISG in a reasonable period purposes of time prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its dutiesthis clause.

Terms and Termination. 2.1 This agreement shall become effective as of the last date entered in the Signatures Section of the Declaration. The Agreement shall continue in full force and effect until the earliest data that one of the following events occurs: (a) Either party may The Parties agree in writing to terminate this Agreement without cause on or after July 31, 2002 by giving 180 days written notice to the other party;Agreement. (b) Either party may terminate this Agreement if Unless otherwise agreed in writing by the other party has materially breached Parties, at 12:01 A.M. on the Agreement by giving day following the defaulting party 30 days written notice and date the defaulting party has failed electric service account through which Producer’s Facility is interconnected to cure the breach within 60 days thereafter; andBVE’s Distribution System is closed or terminated. (c) Any At 12:01 A.M. on the 61st day after Producer or BVE provides written notice Notice pursuant to Section 11 to the other Party of termination shall specify their intent to terminate this Agreement. (Continued) (N) (Continued) Page 7 2.2 Producer may elect to terminate this Agreement pursuant to the date terms of terminationSection 2.1(c) for any reason. The Fund shall provide notice BVE may elect to terminate this Agreement pursuant to the terms of Section 2.1(c) for one or more of the successor transfer agent within 30 days of the termination date. Upon terminationfollowing reasons: (a) A change in applicable rules, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereoftariffs, and all other relevant booksregulations, records, correspondence, and other data established as approved or maintained directed by the booksCPUC, recordsor a change in any local, correspondencestate or federal law, and other data established statute or maintained by FDISG regulation, either of which materially alters or otherwise affects BVE’s ability or obligation to perform BVE’s duties under this Agreement; or, (b) Producer fails to take all corrective actions specified in BVE’s Notice that Producers Generating Facility is out of compliance with the terms of this Agreement in within the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses time frame set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately above.Notice; or, (dc) If a majority of Producer fails to interconnect and operate the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the perxxxxxxxx xf FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that Facility per the terms of the Agreement are no longer consistent with publicly available industry standardsprior to 120 days after the date set forth in the Declaration, then as the Fund or Funds Facility’s expected date of Initial Operation; or, (d) Producer abandons the Facility. BVE shall give written notice deem the Facility to FDISG of such determination and FDISG shall have 60 days (or such longer period be abandoned if BVE determines, in its sole opinion, the Facility is non-interested Trustees so determine) operational and Producer does not provide a substantive response to (1) correct such performance BVE’s Notice of its intent to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions as a result of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations Producer’s apparent abandonment of the new Fund Facility affirming Producer’s intent and ability to allow FDISG, in continue to operate the ordinary course of its business, to prepare to perform its dutiesFacility.

Terms and Termination. (a) Either party may terminate this Agreement without cause on or after July 31, 2002 by giving 180 days written notice to the other party; (b) Either party may terminate this Agreement if the other party has materially breached the Agreement by giving the defaulting party 30 days written notice and the defaulting party has failed to cure the breach within 60 days thereafter; and (c) Any written notice of termination shall specify the date of termination. The Fund shall provide notice of the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net of the fees owed to FDISG for the last month of service if this Agreement is terminated pursuant to paragraph (b) immediately above. (d) If a majority of the non-interested trustees of any of the Funds determines, in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the perxxxxxxxx xf xxxx xxx performance of FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agent. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its duties.

Terms and Termination. (a) 4.1 This Agreement shall begin on the Commencement Date and continue for an initial period the Term as defined in the Schedule. The Term may be renewed for additional one year periods, subject to payment of appropriate fees and acceptance thereof by the Licensor, in accordance with Clause 5.1. License/subscription fee is non-refundable. 4.2 Either party may part y ma y terminate this Agreement without cause on or after July 31, 2002 by giving 180 days at any time upon written notice to the other party;if the other party defaults by failing to perform any obligation on its part. The termination will become effective thirty days after receipt of written notice unless, in the case of a remediable default, during the relevant period of thirty days the defaulting party has remedied the default. (b) Either party 4.3 Licensor may terminate this Agreement if the other party has materially breached the Agreement by giving the defaulting party 30 days at any time upon thirty days' written notice and to the defaulting party has failed to cure Licensee. 4.4 If termination of this Agreement occurs as a result of notice being given by the breach within 60 days thereafter; and (c) Any written notice Licensee under Clause 4.2 or 4.7 or by the Licensor under Clause 4.3, the Licensor shall repay the Licensee a rateable proportion of termination shall specify the Licence Fee as represents the paid but unexpired Term at the date of termination. The Fund shall provide notice . 4.5 On termination of this Agreement, the successor transfer agent within 30 days of the termination date. Upon termination, FDISG will deliver Licensee agrees to such successor a certified list of shareholders of the Fund (with names, addresses and taxpayer identification of Social Security numbers and such other federal tax information as FDISG may be required to maintain), an historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the books, records, correspondence, and other data established or maintained by FDISG under this Agreement in the form reasonably acceptable to the Funddestroy, and will cooperate in use its reasonable endeavours to procure that ail Authorized Users destroy, all Licensed Material stored on any digital information storage media, including, but not limited to, system servers, hard disks, diskettes, and back up tapes. 4.6 In the transfer event of such duties and responsibilities, including provisions for assistance from FDISG's personnel in the establishment of books, records and other data by such successor or successors. FDISG shall be entitled to its out-of-pocket expenses set forth in Schedule C incurred in the delivery of such records net any unauthorized use of the fees owed Licensed Materials by an Authorized User, (a) Licensor may terminate such Authorized User's access to FDISG for the last month of service if this Agreement is terminated pursuant to paragraph Licensed Materials, (b) immediately above. Licensor may terminate the acc ess of t he I nt er net Pr ot oc ol ( " IP ") address(es) from which such unauthorized use occurred, and/or (dc) If a majority Licensee shall terminate such Authorized User's access to the Licensed Materials upon Licensors request. Licensor shall take none of the non-interested trustees of any of steps described in this paragraph without first notifying the Funds determines, breaching party in the exercise of their fiduciary duties and pursuant to their reasonable business judgement after consultation with Eaton Vance Management, that the perxxxxxxxx xf FDISG has been unsatisfactory or adverse to the interests of shareholders of any Fund or Funds or that the terms of the Agreement are no longer consistent with publicly available industry standards, then the Fund or Funds shall give written notice to FDISG of such determination and FDISG shall have 60 days (or such longer period if the non-interested Trustees so determine) to (1) correct such performance to the satisfaction of the non-interested trustees or (2) renegotiate terms which are satisfactory to the non-interested trustees of the Funds. If the conditions of the preceding sentence are not met then the Fund or Funds may terminate this Agreement on sixty (60) days written notice provided, however, that the provisions of Paragraph 11(c) shall remain outstanding for an additional 30 days if necessary to transfer records to a successor transfer agentwriting. (e) If the Board of Trustees hereafter establishes and designates a new Fund, FDISG agrees that it will act as transfer agent and shareholder servicing agent for such new Fund in accordance with the terms set forth herein. The Trustees shall cause a written notice to be sent to FDISG to the effect that it has established a new Fund and that it appoints FDISG as transfer agent and shareholder servicing agent for the new Fund. Such written notice must be received by FDISG in a reasonable period of time prior to the commencement of operations of the new Fund to allow FDISG, in the ordinary course of its business, to prepare to perform its duties.