0001206774-08-000229 Sample Contracts

LICENSE AGREEMENT
License Agreement • February 1st, 2008 • Nasdaq 100 Trust Series 1 • New York

This agreement (“Agreement”), is made by and between The Nasdaq Stock Market, Inc. (“Nasdaq”), a Delaware corporation (Nasdaq and its affiliates are collectively referred to as the “Corporations”) whose principal offices are located at One Liberty Plaza, 165 Broadway, New York, NY 10006, and PowerShares Capital Management LLC (“Licensee”), a Delaware limited liability company, whose principal offices are located at 301 West Roosevelt Road, Wheaton, Illinois 60187. Nasdaq and Licensee are collectively referred to as the “Parties” and individually as a “Party”.

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AMENDMENT NO. 1 TO TRUST INDENTURE AND AGREEMENT
Trust Indenture and Agreement • February 1st, 2008 • Nasdaq 100 Trust Series 1 • New York

This Amendment No. 1 to the Trust Indenture and Agreement, dated March 21, 2007 (the “Amendment”), between PowerShares Capital Management LLC, as sponsor (in such capacity, the “Sponsor”) and The Bank of New York, as trustee (in such capacity, the “Trustee”) amends the Trust Indenture and Agreement, dated March 4, 1999 (the “Indenture”), between the Sponsor and the Trustee. Defined terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture.

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