THIS AGREEMENT is entered into effective as of the __ day of ____________, 1998 (the "Effective Date"),
by and between Celerity Systems, Inc., a Delaware corporation (hereinafter called "Celerity"), and the
undersigned individual or entity (hereinafter called the "Lender").
A. The Lender has made a loan (the "Loan") to Celerity as evidenced by a Promissory Note (the "Note") dated
the same date as the Effective Date.
B. In consideration for the Loan, Celerity has agreed to make certain royalty payments to the Lender with
respect to sales of its T 6000 set top box (as defined in Section 1.E. below), subject to the terms and conditions
of this Agreement.
NOW, THEREFORE, in consideration of the Loan and the mutual promises and covenants set forth herein, the
parties hereto do hereby agree as follows:
1. Calculation and Payment of Royalties.
A. Celerity hereby agrees to pay to the Lender royalty payments (the "Royalty" or "Royalties") equal to the
product of (i) a fraction, the numerator of which is the principal amount of the Note, and the denominator of
which is $100,000, (ii) Fifty Cents ($0.50), and
(iii) the number of T 6000 set top boxes shipped by Celerity to customers during the Royalty Period (as defined
in Section 1.B. below), subject to the other provisions of this Agreement. Royalties shall not be paid with respect
to non-revenue producing shipments of the T 6000, including, but not limited to, shipments of loaned units, beta
shipments, and shipments of test and evaluation units, nor shall Royalties be due on units for which Celerity is only
reimbursed for the costs of shipping and insuring the units and/or similar costs.
B. The "Royalty Period" means the period commencing on the Effective Date and ending at 12:01 A.M. on the
third anniversary of the Effective Date; provided, however, that (i) if the initial term of the Note is two (2) years,
then the Royalty Period shall end at 12:01 A.M. on the fourth anniversary of the Effective Date, and (ii) i