PERFORMANCE GUARANTEE OF XXXXXX.XXX, INC.
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Xxxxxx.xxx, Inc. ("Xxxxxx.xxx") hereby guarantees the full performance of all
obligations of Xxxxxx.xxx Commerce Services, Inc. ("ACI") pursuant to the
Agreement, dated January 24, 2000, between ACI and xxxxxxxxx.xxx (the
"Agreement"), and any obligations of any majority owned (directly or indirectly)
subsidiary of Xxxxxx.xxx pursuant to the Agreement, and hereby agrees that all
restrictions imposed on ACI under the Agreement will apply to Xxxxxx.xxx and
each majority owned (directly or indirectly) subsidiary of Xxxxxx.xxx, subject
to and in accordance with the following:
(a) Xxxxxx.xxx will only be a guarantor of such obligations and not a party
thereto or to the Agreement;
(b) Upon any alleged breach or default of any such obligation, Xxxxxx.xxx will
be entitled to assert on its own behalf such defenses as may be asserted by ACI
or its Affiliates with respect thereto; and
(c) xxxxxxxxx.xxx acknowledges and agrees that Xxxxxx.xxx may in its discretion
satisfy its obligations under this guarantee by causing one or more of its
Affiliates to perform its obligations hereunder.
Dated: January 24, 2000
Xxxxxx.xxx, Inc.
By: Xxxx Xxxxxx
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Its: Vice President, Strategic Alliances
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