of the amount owed by that party for the same period need be paid. Payment shall be due 30 days after date of the statement.

3. Staffing Plans. Nothing contained in this Agreement shall preclude either party from obtaining the above services from other providers. During the term of this Agreement, each party shall use reasonable efforts to hire or train personnel and, in its discretion, establish consulting relationships with third parties, so that each party will, with the passage of time, increasingly be able to perform or have performed all of the above services for itself. Each party shall keep the other generally informed of its plans in this regard in order for the other party to make any appropriate adjustments in its staffing and hiring plans.

4. Delivery of Records. As soon as is practicable after the distribution date, each party shall deliver to the other the originals of all certificates of incorporation, bylaws, licenses, certificates, board of directors' meeting minutes, stock certificates of their respective subsidiaries and all other corporate records, documents and instruments of a permanent nature pertaining to the other party which either of them may have in their possession in the condition and order in which they then exist. Each party shall be permitted to retain copies of such documents.

5. Access to Properties and Records. Each party will provide the other, and each of their respective officers, employees, representatives and agents full access, during normal business hours, to any and all premises, properties, books, records, data and other information relating to their respective businesses, as well as to their respective employees, representatives and agents, to acquire information for:

(A) The formulation and completion of: (a) any tax returns or other forms or reports required to be filed by either party with any governmental agency; (b) any amended tax returns or requests for tax refunds; and (c) any tax audits or investigations;

(B) The preparation and completion of any financial statements which require the inclusion of the other party's financial information;

(C) All insurance and bond matters;

(D) The defense or prosecution of any claims, lawsuits or proceedings, if any, in which either party as a separate corporation has liability or rights, contingent or otherwise; and

(E) Such other purposes as may be required, provided such purposes shall be attributable to the corporate relationship that formerly existed between (Parent) and (Subsidiary), or for purposes related to the services provided pursuant to this Agreement or any other agreement entered into between (Parent) and (Subsidiary) in connection with the distribution.

6. Records Retention. Each party shall retain all books, records, data and other information relating to its business and operations for the longer of:

(A) Seven years;

(B) The time that party normally keeps its records based upon its past custom and practice; or

(C) The time necessary to resolve any tax issue, claim, lawsuit, action or proceeding that is pending at the time such records would otherwise be destroyed, taking into account any statutes of limitation which may have been waived.

Each party shall annually provide the other with a list, prepared in reasonable detail, of books, records, data and other information scheduled for destruction in the ordinary course, provided that it shall not be necessary to include on the list any records which would clearly have no relevance to the other party. At the recipient's request, the other party shall retain any records so designated for an additional 12 months, at which time such records may again be listed as scheduled for destruction.

7. Amendments. This Agreement may not be amended or revised except by a written instrument signed by both parties to this Agreement.

8. Waivers. The failure of any party to this Agreement at any time to require strict performance by the other party to this Agreement of any provision of this Agreement shall not waive or diminish such party's right to later demand strict performance of that or any other provision of this Agreement.

9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of _________.

10. Notices. All notices and other communications shall be in writing and shall be delivered by hand or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or such other addresses for a party as shall be specified by like notices) and shall be deemed given on the date on which such notice is received:

11. No Third Party Beneficiaries. This Agreement is solely for the benefit of the parties to it and their respective affiliates and should not be deemed to confer upon third parties any remedy, claim, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

12. Successors and Assigns. This Agreement and the obligations and rights incident hereto shall inure to the benefit of the successors and permitted assigns of the parties to this Agreement.

13. Relationship of Parties. Nothing contained in this Agreement shall be deemed to constitute the appointment of either party as the agent of the other.

In witness, the parties have executed this agreement as of the date first above written.

(Parent) Corporation

By: _________

(Subsidiary) Corporation

By: _________