AMENDED AND RESTATED AGREEMENT FOR SERVICE

The Service Provider will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the without the prior written consent of the Customer.

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Services rendered by the Service Provider under this Agreement shall not be exclusive and Service                       Provider may perform similar or different services for other persons.  Service Provider will, at all times, faithfully and in a professional manner perform all of the Services required of it under this Agreement.  Service Provider shall be required to spend only such amount of time as it shall deem necessary and appropriate to provide the Services in a commercially reasonable manner.  Service Provider does not guarantee that the Services will have an impact upon the Customer’s business or that there will be any specific result from the Services.  Service Provider recognizes and acknowledges that by reason of Service Provider’s retention by and service to the Customer before, during and, if applicable, after the Term, Service Provider may have access to certain confidential and proprietary information relating to the Customer’s business, which may include, but is not limited to, trade secrets, trade “know-how”, product development techniques and plans, formulas, customer lists and addresses, financing services, funding programs, cost and pricing information, marketing and sales techniques, strategy and programs, computer programs and software and financial information relating to the field in which the Customer is actually engaged in research, development, collaboration or sales at the time of such disclosure (collectively referred to as “Confidential Information”).  Service Provider acknowledges that such Confidential Information is a valuable and unique asset of the Customer and Service Provider covenants that it will not, unless expressly authorized in writing by the Customer, at any time during the Term use any Confidential Information or divulge or disclose any Confidential Information to any person, firm or corporation except in connection with the performance of Service Provider’s duties for the Customer and in a manner consistent with the Customer’s policies regarding Confidential Information.  Service Provider also covenants that at any time after the termination of the Agreement, directly or indirectly, it will not use any Confidential Information or divulge or disclose any Confidential Information to any person, firm or corporation, unless such information is in the public domain through no fault of Service Provider or except when required to do so by a court of law, by any governmental agency having supervisory authority over the business of the Customer or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order Service Provider to divulge, disclose or make accessible such information.  All written Confidential Information (including, without limitation, in any computer or other electronic format) which comes into Service Provider’s possession during the Term shall remain the property of the Customer.  Except as required in the performance of Service Provider’s duties for the Customer, or unless expressly authorized in writing by the Customer, Service Provider shall not remove any written Confidential Information from the Customer’s premises, except in connection with the performance of Service Provider’s duties for the Customer and in a manner consistent with the Customer’s policies regarding Confidential Information.  Upon termination of this Agreement, the Service Provider agrees to return immediately to the Customer or destroy all written Confidential Information (including, without limitation, in any computer or other electronic format) in Service Provider’s possession.

Service Provider agrees to indemnify, defend and hold harmless Customer, and its officers, directors, employees, shareholders, representatives and agents from and against any and all losses, liabilities, claims damages, deficiencies. costs and expenses (including reasonable attorneys’ fees, disbursements and other charges) based on or arising out of (i) any materials or services which Service Provider prepared or performed for Customer and which were not approved by Customer prior to publication or dissemination or (ii) Service Provider's performance of any of its obligations under this Agreement, except to the extent such losses are due to the gross negligence or willful misconduct of Customer.   The Service Provider's agreement to indemnify will survive

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Any amendment or modification of this Agreement or additional obligation assumed by either party in connection with this Agreement will only be binding if evidenced in writing signed by each party or an authorized representative of each party.

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Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as waiver of this provision.

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This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. This Agreement contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and together shall constitute one and the instrument

It is the intention of the parties to this Agreement that this Agreement and the performance under th.is Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the state of Texas, without regard to the jurisdiction in which any action or special proceeding may be instituted.

 In  the event that any of the prov1s1ons of this Agreement are held to be invalid  or unenforceable in whole  or  in part,  all other  provisions  will  nevertheless  continue to  be valid and  enforceable   with   the   invalid  or  unenforceable   parts   severed  from  the  remainder  of  this Agreement.