0000912057-02-011190 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 22nd, 2002 • Verint Systems Inc • Services-computer integrated systems design • Delaware

This Indemnification Agreement ("Agreement") is made as of , 2002 by and between VERINT SYSTEMS INC., a Delaware corporation (the "Company"), and ("Indemnitee").

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FEDERAL INCOME TAX SHARING AGREEMENT
Federal Income Tax Sharing Agreement • March 22nd, 2002 • Verint Systems Inc • Services-computer integrated systems design • New York

This Federal Income Tax Sharing Agreement (the "Agreement") is made and entered into as of the 31st day of January, 2002, by and among Comverse Technology, Inc., a New York corporation ("Parent"), and Comverse Infosys, Inc., a Delaware corporation ("Subsidiary").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 22nd, 2002 • Verint Systems Inc • Services-computer integrated systems design • New York

THIS REGISTRATION RIGHTS AGREEMENT dated as of January 31, 2002 (this "Agreement"), by and between COMVERSE INFOSYS, INC., a Delaware corporation (the "Company"), and COMVERSE TECHNOLOGY, INC., a New York corporation ("Comverse").

ERP SOFTWARE SHARING AGREEMENT
Erp Software Sharing Agreement • March 22nd, 2002 • Verint Systems Inc • Services-computer integrated systems design

COMVERSE INFOSYS LTD., a company incorporated under the laws of the State of Israel with its offices at 23 Habarzel St., Tel-Aviv, Israel ("Infosys"); and

PATENT LICENSE AGREEMENT BETWEEN COMVERSE INFOSYS TECHNOLOGY, INC. and COMVERSE PATENT HOLDING COMPANY, INC.
Patent License Agreement • March 22nd, 2002 • Verint Systems Inc • Services-computer integrated systems design

Effective as of December 30, 1999 (the "EFFECTIVE DATE"), by and between Comverse Infosys Technology, Inc., a Delaware corporation ("CITI"), having an office at 11260 Roger Bacon Drive, Suite 402, Reston, Virginia 20190 and Comverse Patent Holding Company, Inc. ("COMVERSE"), a Delaware corporation, having a principal place of business at 1201 Hays Street, Tallahassee, Florida 32301.

PROXY AGREEMENT WITH RESPECT TO CAPITAL STOCK OF COMVERSE INFOSYS TECHNOLOGY, INC.
Proxy Agreement • March 22nd, 2002 • Verint Systems Inc • Services-computer integrated systems design • Delaware
CONTRIBUTION AGREEMENT
Contribution Agreement • March 22nd, 2002 • Verint Systems Inc • Services-computer integrated systems design • New York

CONTRIBUTION AGREEMENT ARTICLE I DEFINITIONS ARTICLE II CONTRIBUTION TRANSACTION ARTICLE III REPRESENTATIONS AND WARRANTIES OF COMVERSE ARTICLE IV REPRESENTATIONS AND WARRANTIES OF INFOSYS ARTICLE V INDEMNIFICATION ARTICLE VI GENERAL PROVISIONS TABLE OF CONTENTS

CORPORATE SERVICES AGREEMENT
Corporate Services Agreement • March 22nd, 2002 • Verint Systems Inc • Services-computer integrated systems design • New York

THIS CORPORATE SERVICES AGREEMENT (this "Agreement"), dated as of January 31, 2002, between Comverse Technology Inc., a New York corporation ("Comverse"), and Comverse Infosys, Inc., a Delaware corporation (together with its subsidiaries, the "Company").

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 22nd, 2002 • Verint Systems Inc • Services-computer integrated systems design • New York
BUSINESS OPPORTUNITIES AGREEMENT
Business Opportunities Agreement • March 22nd, 2002 • Verint Systems Inc • Services-computer integrated systems design • New York

THIS BUSINESS OPPORTUNITIES AGREEMENT dated as of March 19, 2002 (this "Agreement"), by and between Verint Systems Inc., a Delaware corporation (the "Corporation"), and Comverse Technology, Inc., a New York corporation ("Comverse").

AGREEMENT
Distribution Agreement • March 22nd, 2002 • Verint Systems Inc • Services-computer integrated systems design

COMVERSE INFOSYS LTD, a company organized under the laws of the State of Israel with its offices at 23 Habarzel St., Tel-Aviv, Israel and/or its subsidiaries or affiliates ("Comverse"); and

SATELLITE SERVICES AGREEMENT
Satellite Services Agreement • March 22nd, 2002 • Verint Systems Inc • Services-computer integrated systems design • New York

THIS SATELLITE SERVICES AGREEMENT (this "Agreement") is entered into as of this 31st day of January, 2002, by and between COMVERSE, INC., a Delaware corporation ("Comverse"), and COMVERSE INFOSYS, INC., a Delaware corporation ("Purchaser").

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