IBM E-BUSINESS MARK PROGRAM LICENSE AGREEMENT (FOR USE IN SWEDEN - PLEASE READ SECTION 3.4 CAREFULLY) This is a Trademark License Agreement ("Agreement") made as of 06/27/2003 between International Business Machines Corporation ("IBM"), a New York corporation, and M A S Network Co.,Ltd., ("LICENSEE"). By choosing the "Accept" button at the end of the Agreement, you agree to the terms and conditions set forth herein. Section 1. DEFINITIONS 1.1 "LICENSED MARKS" shall mean the IBM logo, the e-business logo, Alternate e-business logo (Sweden only) and the term e-business, including, where applicable, trademark registrations and applications therefore, and the E-BUSINESS MARK. 1.2 "E-BUSINESS MARK" shall mean exclusively the combination of the IBM logo, the e-business logo and the term e-business as shown in Exhibit A. 1.3 "Alternate e-business" logo and emblem shall mean exclusively the logo and emblem as provided in Exhibit C to be used in SWEDEN ONLY. 1.4"LICENSEE'S WEB SITES" shall mean such Internet, Intranet or Extranet WEB SITES at the following url and/or IP address(es): 1.5 "E-BUSINESS MARK USAGE GUIDELINES" ("GUIDELINES") shall mean such guidelines as may be established by IBM and modified from time to time, upon notice by IBM, providing for the use and display of the E-BUSINESS MARK. The current GUIDELINES are set forth in Exhibit B. Section 2. LICENSE GRANT 2.1 IBM hereby grants to LICENSEE a worldwide, non-exclusive, nontransferable, royalty free license and right under the LICENSED MARKS to use the E-BUSINESS MARK on LICENSEE'S WEB SITES, and to use the E-BUSINESS MARK in advertising to promote LICENSEE'S WEB SITES, subject to the terms and conditions of this Agreement and the GUIDELINES. Section 3. USE OF THE E-BUSINESS MARK 3.1 LICENSEE agrees to display and use the E-BUSINESS MARK solely in the form, manner and style required in the GUIDELINES. 3.2 LICENSEE agrees to use the E-BUSINESS MARK only on LICENSEE'S WEB SITES and on advertising to promote LICENSEE'S WEB SITES. 3.3 IBM reserves the right to change, modify, alter and/or substitute any of its logos or trademarks and their associated form, shape or artwork as provided under this agreement, and may choose to provide a new logo or trademark, at any time without cause upon notice. IBM also reserves the right to change the GUIDELINES at any time. LICENSEE agrees to alter the E-BUSINESS MARK on LICENSEE'S WEB SITES accordingly within five (5) business days after receipt of notice of such alteration. 3.4 FOR USE IN SWEDEN - The Alternate e-business logo and emblem as provided in Exhibit C, MUST BE USED AT ALL TIMES. The E-BUSINESS logo as shown in the form, manner and style as used in all other countries (Exhibit A) shall NOT APPLY and should not be used. IBM reserves the right to change, modify, alter and/or substitute any of its logos or trademarks designated for SWEDEN, and may choose to provide a new logo or trademark, at any time and without cause upon notice. Section 4. OWNERSHIP OF THE LICENSED MARKS 4.1 LICENSEE acknowledges and agrees that IBM owns the LICENSED MARKS and the copyrights, trade secret rights and other intellectual property rights associated with them, and that no provision of this Agreement conveys any ownership to LICENSEE. LICENSEE agrees that any and all rights that may be acquired by use of the E-BUSINESS MARK will inure to the sole benefit of IBM. 4.2 LICENSEE agrees not to take any action that will interfere with any of IBM's rights in and to the LICENSED MARKS, not to challenge IBM's right, title or interest in and to the LICENSED MARKS or the benefits therefrom; not to make any claim or take any action adverse to IBM's ownership of the LICENSED MARKS, not to register or apply for registration, anywhere, for the LICENSED MARKS or any other mark which is confusingly similar to the LICENSED MARKS or which incorporates the LICENSED MARKS; not to use the LICENSED MARKS as its corporate or trade name; and not to use any mark, anywhere, which is the same as or confusingly similar to the LICENSED MARKS. Section 5. QUALITY CONTROL 5.1 LICENSEE agrees not to use the E-BUSINESS MARK on any WEB SITES other than those that have been qualified by the IBM Manager of Brand Strategy. LICENSEE agrees not to use the E-BUSINESS MARK until IBM has qualified LICENSEE under the entire IBM e-business Mark Program, as set forth by IBM. 5.2 LICENSEE agrees to immediately let the IBM Manager of Brand Strategy know if LICENSEE decides to change or alter the technology and/or infrastructure of LICENSEE'S WEB SITES, in such a way as to reduce or eliminate the use of IBM products, hardware, software, and services, and will suspend its use of the E-BUSINESS MARK within one (1) business day of changing or altering its WEB SITES. These changes will require that LICENSEE be re-qualified for use of the E-BUSINESS MARK by IBM. LICENSEE will not resume its use of the E-BUSINESS MARK until IBM has re-qualified LICENSEE'S WEB SITES. 5.3 IBM reserves the right, at any time, to review and approve or disapprove LICENSEE'S use of the E-BUSINESS MARK on LICENSEE'S WEB SITES, or in advertising or print, even if that use was previously approved. LICENSEE agrees to submit any intended uses of the E-BUSINESS MARK to IBM for approval and not to use the E-BUSINESS MARK unless IBM has approved that use. 5.4 LICENSEE agrees to include a hyperlink, on the same viewable page, and in close proximity to the E-BUSINESS MARK, and according to the GUIDELINES, which reads: Click here for IBM E-BUSINESS MARK meaning and disclaimers. 5.5 LICENSEE agrees to include the following attribution statement on its WEB SITES, and on advertising to promote LICENSEE'S WEB SITES: IBM and e-business logo are TM's of IBM Corp. 5.6 LICENSEE agrees to mark all uses of the E-BUSINESS MARK with the "TM" symbol or the "(r)" symbol, as provided in the authorized artwork. 5.7 LICENSEE agrees not to use the E-BUSINESS MARK on any WEB SITES which IBM deems to include defamatory or immoral material, or is associated with activities deemed illegal in the jurisdiction of the LICENSEE'S WEB SITES. LICENSEE agrees not to use the E-BUSINESS MARK for any purpose which, in IBM's sole and exclusive discretion, disparages IBM or IBM's offerings. Section 6. WARRANTY 6.1 All warranties, express or implied, are expressly disclaimed by IBM. IBM provides no warranties or representations relating to the LICENSED MARKS in connection with this Agreement. No IBM employee, Business Partner or agent is authorized to make any statement that adds to or amends any disclaimers, warranties, or limitations contained in this Agreement, or which relate to the LICENSED MARKS in any way. IBM will not be liable to LICENSEE or any third party for any damages, losses, or liabilities of any kind, including actual, consequential, and incidental damages of any kind, relating to the use of the E-BUSINESS MARK or the use of or relating in any way to the LICENSEE'S WEB SITES or its content, or any of LICENSEE'S products or any other products associated with, used in, or marketed or provided through LICENSEE'S WEB SITES. LICENSEE agrees that it will not use the E-BUSINESS MARK in any way that says or suggests that IBM has endorsed, certified, approved or warranted LICENSEE'S WEB SITES, including to t he quality, reliability, or performance of LICENSEE'S WEB SITES, or its contents or of any products associated with, used in, or marketed or provided through LICENSEE'S WEB SITES. Section 7. INDEMNITY 7.1 IBM shall settle or defend all claims made by third parties against LICENSEE and shall thereby indemnify and hold LICENSEE, its officers, agents and employees, harmless from any and all claims made against LICENSEE for infringement or unfair competition arising from LICENSEE'S use of the LICENSED MARKS in accordance with the terms of this Agreement. Following notice of an infringement claim or at any time IBM deems appropriate, IBM may provide LICENSEE a substitute trademark for use under the terms and conditions of this Agreement. 7.2 Notwithstanding the above, IBM shall not be liable for any consequential damages, lost or prospective profits, or lost business opportunities. 7.3 To qualify for such indemnification, LICENSEE must notify IBM of any such claim in writing within ten (10) business days of LICENSEE'S receipt of such claim, and allow IBM to control, and fully cooperate with IBM in the defense of, and all settlement negotiations related to such claim. In the event that IBM undertakes the defense or prosecution of any litigation, LICENSEE shall, at its own expense, execute any and all documents and do such acts and things as may, in the opinion of counsel for IBM, be necessary to carry out such defense or prosecution. 7.4 IBM's indemnification obligation shall not exceed Fifty Thousand U.S. Dollars ($50,000.00). 7.5 LICENSEE, at LICENSEE'S expense, including but not limited to reasonable attorney's fees, agrees to defend, indemnify, and hold harmless IBM, its subsidiaries, and its authorized representatives against any and all third-party claims, suits, costs, damages, including but not limited to punitive damages, liabilities of any kind, and attorneys fees incurred ("the claim") arising out of or related to LICENSEE'S use of or representation about the E-BUSINESS MARK or anyone's use of LICENSEE'S WEB SITES or its content or any products associated with, used in, or marketed or provided through LICENSEE'S WEB SITES. Section 8. PROTECTION OF LICENSED MARKS 8.1 LICENSEE agrees to notify IBM within five (5) business days if LICENSEE becomes aware of any uses of, or any application or registration for, a trademark, service mark or trade name that conflicts with or is confusingly similar to the LICENSED MARKS; any acts of infringement or unfair competition involving the LICENSED MARKS; or any allegations or claims whether or not made in a lawsuit, that the use of the E-BUSINESS MARK by IBM or LICENSEE infringes the trademark or service mark or other rights of any other entity. IBM may, but shall not be required to, take whatever action it, in its sole discretion, deems necessary or desirable to protect the validity and strength of the LICENSED MARKS at IBM's sole expense. LICENSEE agrees to comply with all reasonable requests from IBM for assistance in connection with any action with respect to the LICENSED MARKS that IBM may choose to take. LICENSEE shall not institute or settle any claims or litigation affecting any rights in and to the LICENSED MARKS without IBM 's prior written approval. Section 9. DURATION AND TERMINATION 9.1 This Agreement shall be effective when accepted by LICENSEE, and, unless terminated earlier in accordance with any of the other provisions, shall remain in force for a period of two (2) years from the date of acceptance. 9.2 IBM has the right to terminate this Agreement at any time and for any reason. As a result of the termination of this Agreement, LICENSEE agrees to cease all use of the E-BUSINESS MARK within one (1) business day. Section 10. TRANSFER OF RIGHTS 10.1 LICENSEE may not, either directly or indirectly, sublicense, assign, or in any way encumber this license. Any attempt to do so shall be void and shall result in immediate termination of this Agreement. Section 11. NOTICES 11.1 All notices and other communications under this Agreement shall be in writing and shall be sent by facsimile, mail or e-mail to the other party's then current Executive Coordinator, or designee, at their respective addresses as set forth below. Notification of a change of address must be provided by facsimile, mail or e-mail. All such notices shall be deemed given and received upon the date indicated on the confirmation report, if sent by facsimile, or the date stamp on the envelope, if sent by mail, or embedded dates and source information included in e-mail. FOR IBM: International Business Machines Corporation Manager, e-business Mark Program New Orchard Road Armonk, New York 10504 Facsimile number: 914-499-7041 e-mail: emarkCHQ@us.ibm.com FOR LICENSEE: M A S Network Co.,Ltd. 56/37 Sukprayun Rd. Phanatnikhom, Chonburi, Thailand 20140 +66-38463227 admin@masnetwork.co.th Section 12. ENTIRE AGREEMENT 12.1 This Agreement, its attached Exhibits and other Agreements relating to the use of the LICENSED MARKS and E-BUSINESS MARK, and Agreements relating to the EHSS and IBM Business Partner Program, set forth the entire Agreement between the parties, and fully supersede any and all prior agreements or understandings between the parties pertaining to the licensing of the LICENSED MARKS by IBM to LICENSEE. This Agreement may not be amended or modified, in whole or in part, except by a written instrument duly executed by the parities hereto. 12.2 If any term or condition of this Agreement is found by a court or other administrative authority to be invalid or unenforceable, the remaining terms or conditions shall remain in effect and shall be enforceable to the full extent of the law. Section 13. CHOICE OF LAW 13.1 LICENSEE agrees that the terms of this Agreement will be governed by the laws of the State of New York, U.S.A. LICENSEE and IBM submit to the personal jurisdiction of any court of competent jurisdiction located in the State of New York, U.S.A. and to the personal jurisdiction of any United States Federal Court in the State of New York if such Federal court has subject matter jurisdiction. * If your browser does not support Java Script please use your browser's "back" button to return to the page you linked from. ** The IBM logo, e-business logo and e-business Mark are trademarks of IBM Corporationin the U.S. and other countries.