Vision Information Services, L.L.C., Irene Correia, Tax Matters Partner - Page 4

                                         -4-                                          
               Also on February 3, 1995, Vision and FoxVideo entered into a           
          “Distribution Information Services Agreement” (Vision agreement).           
          The Vision agreement entitled Vision to provide data processing             
          services to FoxVideo in connection with the Software and                    
          described, among other things, the services to be performed, the            
          territories affected, the terms of the agreement, the scope of              
          exclusivity, and the prices for the services under the agreement.           
          The Vision agreement stated in relevant part:                               
               4.  TERM:  The Term shall commence as of February 3,                   
               1995 (“Effective Date”), and unless earlier terminated,                
               * * * shall last five years.  FoxVideo shall have an                   
               option to extend the Term for an additional five-year                  
               period (“Initial Extension Period”) on the following                   
               basis: the terms in effect at the outset of the Initial                
               Extension Period (including the exclusivity terms)                     
               shall be the same as the terms in effect at the end of                 
               the first five year period, except that FoxVideo shall                 
               not be required to pay any additional license fee for                  
               the Vision Software License with respect to the Initial                
               Extension Period, and such terms shall be subject to                   
               adjustment during the Initial Extension Period on the                  
               same basis as the initial terms during the first five-                 
               year period are subject to adjustment as provided                      
               herein.  At the end of the Initial Extension Period (if                
               any), the Vision agreement may be extended for                         
               successive additional five-year periods by mutual                      
               consent, provided that (a) no additional license fee                   
               for any such additional extension period shall ever be                 
               payable by FoxVideo; and (b) Vision’s exclusivity                      
               commitments for any such extension period shall be                     
               subject to negotiation by the parties.  Each 12-month                  
               period of the Term shall be referred to as a “Contract                 
               Year”.                                                                 
               5.  EXCLUSIVITY:                                                       
                    (a)  By FoxVideo:  For so long as the Vision                      
                    agreement is in effect, FoxVideo shall                            
                    procure Information Services for use in                           
                    direct-to-store distribution of                                   





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