FEDERAL REPUBLIC OF GERMANY BASIC ELECTRONIC DATA INTERCHANGE (EDI)

AGREEMENT*

Between

................

and

................

t he following basic agreement concerning the use of Electronic Data Interchange (hereinafter: «Agreement») has been concluded:

Art. 1 Scope

(1) The provisions of the Agreement shall apply to the Electronic Data interchange between the parties.

(2) The Appendices form an integral part of the Agreement.

Art. 2 Definitions

(1) Electronic Data Interchanged

The interchange of Messages of a commercial, administrative, technical or other nature which are:

- structured and arranged according to standards;

- approved by a recognized standardization body; and

- designated for electronic transmission;

and are available in such form as to allow them to be read and automatically processed by a computer, as well as to allow an unambiguous interpretation.

(2) Message

A frequence of Electronic Data Interchange characters structured in accordance with the UN/EDIFACT rules as pu0lishe in the then current version of UNTDID - (United Nations Trace Data Interchange Directory), and/or, if applicable, such other sequence of characters within electronic data interchange structured according to subset as may be agreed by the parties.

(3) Data Transmission

Electronic Data Interchange controlled by the sender, in the form of a structured quantity of Messages with a clearly indicated start and end point.

(4) Data Retrieval

Electronic Data interchange, controlled by the recipient, in the form of a structured quantity of Messages with a clearly indicated start and end point.

(5) Communications System

All technical equipment which enables communication by means of Electronic Data Interchange i. e. the Communications Equipment of both parties and the network connecting them.

(6) Communications Equipment

All the technical appliances and aids belonging to one party, in particular the hardware and software which are used to carry out the Electronic Data Interchange on the basis of this Agreement.

(7) Communication Security

The agreed availability of the Communications Equipment.

(8) Electronic Document

A Message for reproducing characters sounds or pictures.

(9) Electronic Certificate

An Electronic Document, the contents of which is specifically verifiable as a result of certain ancillary conditions (e.g. contractual agreements, authentification and coding procedures). Authentification procedures are specifically verifiable in case the parties have agreed upon an independent certification body.

(10) Electronic Signature

An authentification procedure in accordance with Appendix 1 which is text-dependent and can only be performed by one of the parties, but which can be examined at least by the other party with respect to its authenticity.

(11) Encryption

A procedure in accordance with Appendix 1 which makes confidencial Messages, inciuding personal data, unreadable, and thus protected from access by third parties. In this connection ¡t may be agreed that the message, in total, or in part, are to be encrypted.

(12) Individual Agreements

Agreements which were concluded betwee the parties by offer and acceptance by means of Electronic Data Interchange on the basis of this Agreement. This Agreement shall apply to agreements which had already been agreed upon before the conclusion of the Agreement if they are listed in Appendix 2, or if the procedures in the Agreement are in fact applied to them by both parties.

Art. 3 Exclusiveness

Within the scope of this agreement, other forms of data interchange may only be resorted to in cases where the Electronic Data Interchange is not operational, whether intentionally or unintentionally (Art. 13), notice of termination of, amendment to, or modification of, the Agreement (by supplementary agreements or by any other means; Art. 20) or dispute (Art. 22 para. 2 and 3).

Art- 4 communication Equipment

(1) Each party under takes to keep its Communications Equipment (as specified in Appendix 3) available in operational condition until the date for commencement of operation (Appendix 8), and to maintain it in constant working order during the duration of the agreement; the provision of Art. 20 shall not be affected thereby.

(2) The test phase shall begin upon the date of commencement of usage. The duration and form shall comply with Appendix 4 by this clause clande.

Art. 5 Communications Procedure

(1) The communications procedure, including selection of a transmission network suitable for this purpose and the selection c)f speed of transmission, is describes in Appendix 5. A corresponding description is given in Appendix 6 in case a value added network is commissioned.

(2) The types of Message, for which it has been agreed to use the procedure for Data Transmission or Data Retrieval, are stipulated in Appendix 7. Any subsets which the parties themselves may have agreed shall also be listed in Appendix 7.

Art. 6 Time Regulations

(1) Business Day and Business Hours are defined in Appendix 9.

(2) The other party shall be informed, at the latest four weeks in advance, in writing (e.g., by letter, telefax, telex) of any periods of inactivity within which the Electronic Data Interchange System is to be out of service intentionally (temporary closures of the company, company holidays, local holidays, planned maintenance, etc.). 1

(3) The other party shall be informed without delay, al so in writing, of any unintentional interruptions of the periods of inactivity of the Electronic Data Interchange (e.g., due to disruption).

Art. 7 Costs

(1) Each party shall bear its own costs for availability, inspection and maintenance of its Communications Equipment as well as any charges for connection to the network, standard charges independent of usage and charges for post office-owned appliances and cables incurred in connection with its Communications Equipment.

(2) The Parties shall bear the costs of any charges dependent on usage in accordance with any separate agreement in the individual Agreement or in accordance with Appendix 9.

Art. 8 Receipt

(1) A Message shall be deemed to have been received by the recipient by means of Data Transmission when received by the recipients Communications Equipment and when an automatic confirmation of receipt from the recipients Communications has been received by the senders Communications Equipment.

(2) A Message shall be deemed to have reached the recipient by means of Data Retrieval when it has been made available for retrieval in the section of the sender Communications Equipment designated for this purpose and has been retrieved by the recipient there, and when an automatic confirmation of retrieval from the recipient's Communications Equipment has been received by the senders Communications Equipment.

(3) If value added networks have been commissioned, a Message shall be deemed to have been received by the recipient if, by means of Data Transmission, the Message has entered the recipient's value added network mailbox and a confirmation from that value added network has been received by the sender's Communications Equipment.

4) If a Message arrives outside Business Hours, it shall be deemed to have been received by the recipient at the start of busines8 hours on the next Business Day.

(5) In addition to the confirmations referred to in paras. 1 and 2, the sender may, at the time of any Data Transmission, request a separate acknowledgement request a separate acknowledgement of retrieval from of receipt from the recipient and the recipient may, when retrieving data, request a separate acknowledgement of retrieval from the sender at the time of any Data Retrieval. The separate acknowledgement must have been received by the sender/recipient within Business Hours on the next Business Day following the transmission or retrieval of data (Appendix 9). A Message

requiring acknowledgement in accordance with this paragraph shall only be deemed effectively transmitted or effectively retrieved if this acknowledgement is given, without prejudice to the times of receipt stipulated in paras. 1, 2 and 4.

Art. 9 Legal Validity of Electronically Interchanged Data

(1) Neither party shall be entitled to assert the legal invalidity of Messages for the sole reason that such Messages have been processed electronically and have been transmitted, or retrieved, by means of Electronic Data Interchange.

(2) Only the Messages listed in Appendix 10 have to be executed by using the Electronic Signature in order to be legally valid.

Art. 10 Force of Evidence

(1) Electronic Certificates shall have the same force of evidence as written certificates.

(2) The parties hereby undertake not to contest the force of evidence of Electronic Documents and Electronic Certificates in the course of arbitration or judicial proceedings or out of court.

Art. 11 Confidentiality, Protection of Personal Data

(1) All messages shall be handled confidentially by taking into account the scope of this Agreement and the Individual Agreement concerned. In particular, each party must ensure that the number Of persons dealing with the processing of Messages is restricted as far as Possible and that all persons involved are obliged lo observe the security and confidentiality measures provided in the Agreement and in each of the Individual Agreement concerned when Processing Messages.

(2) Each party must observe its own national regulations on data protection and employment law, notwithstanding Art. 22 pára. 1, if Messages contain personal data.

(3) In addition, each party undertakes to transmit or make available for retrieval in Messages only such personal data as required to implement the purpose of the Agreement and each of the Individual Agreement concerned. The catalogue of data necessary for this purpose i<s listed in Appendix 12.

Art. 12 Security Obligations and Checking of Malfunctions and Errors

Each party is obliged to protect against up authorized access to its Communications Equipment by third parties, unauthorized transmission of Messages or similar misuse of its Communications Equipment, as well as against loss of input and Output of data after lee Data transmission Data retrieval of Messages. The standard of care required from the parties shall be the prevailing state of the art, in accordance with the catalogue of requirements annexed hereto as Appendix 12.

Art. 13 Disruptions, Malfunctions and Errors Avoidance

(1) If one party detects a disruption in the Communications System or ¡t there is justified reason to presume such a disruption, lee said party is obliged to inform the other party immediately. This obligation shall remain in force regardless of the area of responsibility in which the source of the detected or presumed disruption is located. lf necessary, a means of communication other than the Communication System (e.g. telephone, telex, telefax) Must be chosen for notification.

(2) Irrespective of the obligation to notify in accordance with para. 1, each party must in such cases take all measures available to such party to identify and avoid errors in order lo reduce damage, provided that the extent of the measures is not unreasonably out of proportion to the resultant reduction of damage.

Art. 14 Liability

(1) Each party's liable for any damage arising from errors or disruptions within the party's sphere of responsibility. If, in connection with the occurrence of the damaging event, any of the obligations stipulated in Arts. 12 and 13 of the discharged by any of the parties there shall be a rebuttable presumption that the damage has resulted from an error or a disruption having occurred within the sphere of responsibility of such party.

(2) The sphere of responsibility of the sender of Messages shall cover its Communications Equipment, its Communications Security and the period of time until receipt of the Message (Art. 8). The sphere of responsibility of the recipient of Messages shall cover its Communication Equipment, its communication Security and the period of time until receipt of the Message (Art. 8).

(3) Each party shall bear the costs of identifying errors which are locates or arise within its sphere of responsibility. If an errors occurs which cannot definitely be assigned to either party's sphere of responsibility, have been in a position to avoid the error shall bear the entire costs of the search for errors. If this can also not be clarified, each party shall bear one f the costs of identifying the error.

(4) The liability pursuant to para. 1 shall cover all personal injury, damage to properly and pecuniary loss including the costs of identifying errors, regardless of which party has borne the costs in the first p lace in accordance with Art. 14 para 3. Compensation for damage to property any pecuniary loss shal be limited to a maximum amount of DM --- of the damage incurred by the other party as a result of reliance on the authenticity, accuracy or completeness of the Message. Liability for damages shall arise only in so far as the other party was unaware that the message was not authentic accuracy or complete and also could not, with reasonable care, have recognized this fact. The maximum amount for intangible damage is DM----

Art. 15 Value Added Network

(1) If one party commissions the services of a value added network to fulfil its tasks, rights and obligations under the Agreement in whole or in part, the said party is liable to the other party for the actions and omissions of the value added network to the same extent as it would have been for its own acts and omissions.

(2) If both parties commissions the services of the same value added network, the value added network shall act at any one time as vicarious agent and representative party, has commissioned ¡t to of that party which, in relation to the other specifically perform or fulfil certain of its own tasks, right and obligations under the Standard Agreement.

(3) Each party warrants that the value added network guarantees by contract that it can undertake the services agreed with the party in accordance with the Agreement, in particular the standards of confidentiality and security stipulated therein, and that it shall not make any unauthorized changes to Messages and shall not transmit them to any unauthorized person.

Art. 16 Data Log, Storage

(1) Both parties shall record all Messages in their entirety, chronologically, in an identifiable manner, protected from modification, manipulation, deletion and from being electronically written over. it Must e ensured that the contents of all messages can at all times be made readable upon appropriate notice.

(2) Periods of storage for Electronic Documents and Electronic Certificates shall be governed by the relevant prevailing national law of the parties.

Art. 17 Term, Notice of Termination

(1) The Agreement shall take effect upon signature.

(2) The Agreement may be terminated subject to a notice of termination of ........... This shall not affect the validity of the Individual Agreement.

Art. 18 Continuation of Provisions

The provisions contained in Art. 10 paras. 3 and Arts. 1 1, 14, 16, 21 and 22 shall remain valid even after the Agreements ends.

Art. 19 Incompatibility of Agreements

If any provisions of an Individual Agreement provide for forms of Data Interchange other than those stipulated in the agreement or stipulate security obligations and liability regulations which differ from those in the Agreement, the provisions of the Agreement shall prevail. in other cases of conflict, the provisions of the Individual Agreement shall prevail.

Art. 20 Requirement of Written Form

Any termination, modification of or amendment to the Agreement including this Agreement as well as any ancillary Agreement must be in writing in order to be valid.

Art. 21 Severability Clause

(1) If any provision of this Agreement shall be or become invalid in whole or in part, this shall not affect the legal validity of the other provisions of the Agreement. In place of the invalid provision, the valid provision which corresponds or most closely corresponds to the economic intent of the invalid provision shall be deemed agreed.

(2) If there is a gap in the provisions of the Agreement, the provision which corresponds or most closely corresponds to the presumed intent of the parties shall be deemed agreed.

Art 22. Applicable Law, Arbitration Clause

(1) The Agreement is governed by German law; the Individual Agreements are also governed by the German law unless stipulated to the contrary in the provisions of any of these Agreements.

(2) Any disputes in connection with the Agreement or an Individual Agreement or in connection with their validity shall be finally decided according to the then current arbitration rules of the Deutsche Institution für Schiedsbarkeit e.V.» (DIS) [German Institute of Arbitration], with no recourse to courts of law.

The court of arbitration may also decide with binding force upon the validity of this arbitration clause. The court of arbitration is located in .............The language of proceedings shall be .............

* This is the non -official English translation of the German model interchange agreement.

** Comercio electrónico entre empresarios, Rosa Julià Barceló, Ed. Tirant lo blanch, Valencia, 2000.