EXCLUSIVE DISTRIBUTION AGREEMENT

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Exhibit 10.3

EXCLUSIVE DISTRIBUTION AGREEMENT

This Exclusive Distribution Agreement ("AGREEMENT") is made as of 12:01

A.M., April 1, 2004 (the "EFFECTIVE DATE"), between Adams Laboratories, a Texas

corporation, having its principal place of business at 14801 Sovereign Road,

Fort Worth, TX 76145 ("CLIENT"), and Cardinal Health PTS, LLC, a Delaware

limited liability company, by and through its Specialty Pharmaceutical Services

group with offices at 15 Ingram Boulevard, Suite 100, LaVergne, TN 37086

("CARDINAL HEALTH").

A. Client is, among other things, in the business of developing and

marketing pharmaceutical products in the United States, the District of Columbia

and Puerto Rico (the "TERRITORY").

B. Cardinal Health is, among other things, in the business of distributing

pharmaceutical products to wholesalers, specialty distributors, physicians,

clinics, hospitals, pharmacies, and other health care providers in the

Territory, and of providing Information Systems and other services that support

its customers' use of its distribution capabilities.

C. Client desires to engage Cardinal Health as its exclusive distribution

agent for commercial sales of products referred to in Exhibit A in all

formulations (collectively, the "PRODUCT"), and such other pharmaceutical

products agreed to by the parties in the Territory and to perform certain other

services described in this Agreement, all upon the terms and conditions set

forth in this Agreement. However, during the first six (6) months following the

Effective Date of this Agreement, Client shall have the right to transfer the

return goods processing to another party.

THEREFORE, in consideration of the mutual conditions and covenants set

forth herein, Cardinal Health and Client (collectively referred to as "PARTY" or

"PARTIES") agree as follows:

1. APPOINTMENT/AUTHORIZATION.

1.1 Upon the terms and conditions set forth in this Agreement, Client

appoints Cardinal Health as its exclusive distribution agent of Product in the

Territory to Client's customers, including, but not limited to, wholesalers,

specialty distributors, physicians, clinics, hospitals, pharmacies and other

health care providers in the Territory (collectively, "CUSTOMERS").

1.2 Subject to the terms and conditions set forth in this Agreement,

Cardinal Health accepts the appointment to represent Client as its authorized

exclusive distribution agent of Product to Customers in the Territory.

1.3 Right of First Refusal.

(a) Client shall provide Cardinal Health with a right of first

negotiation and refusal with respect to the distribution of new pharmaceutical

products acquired or promoted by Client in the Territory after the Effective

Date. Client shall grant Cardinal Health an exclusive right of negotiation with

respect to the distribution of such new product for a period of thirty (30) days

after Client's notice to Cardinal Health that such new product will be available

for distribution. If the parties have not reached an agreement with respect to

the distribution of the new product within thirty (30) days from the date of

Client's notice, and entered into a definitive agreement within thirty (30) days

thereafter, or if Cardinal Health notifies Client in writing at any point during

such negotiation period that it is not

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interested or unable to distribute such new product(s), then Client shall have

no further obligation with respect to that new product under this Section 1.3.

(b) Notwithstanding the foregoing, if the Parties negotiate in good

faith but are unable to reach an agreement with respect to terms regarding the

distribution of the new product, then after the expiration of the period

identified above, and provided that Client enters into negotiations with a third

party to provide such services, Client shall present to Cardinal Health a

definitive letter of intent or bona fide offer from another source to provide

such services, and a copy of such terms, assumptions and conditions (a

"COMPETING OFFER") and Cardinal Health shall be provided the opportunity, for a

period of not less than twenty (20) days after receipt of such notice and

documentation of such Competing Offer, to meet the Competing Offer on

substantially similar terms. If Cardinal Health substantially meets the

Competing Offer, then Client shall enter into a definitive agreement upon such

terms and conditions. If Cardinal Health does not substantially meet the

Competing Offer, then Client may obtain such services from the third party in

accordance with the terms of the Competing Offer.

2. SERVICES.

2.1 Cardinal Health shall provide the services set forth in the

preliminary Operating Guidelines, which include, without limitation, storage,

distribution, returns, customer support, financial support, EDI and system

access support ("SERVICES"). A copy of the Operating Guidelines is attached

hereto as EXHIBIT B and incorporated by reference. It being understood that the

Parties will agree upon mutually acceptable final Operating Guidelines and any

adjustments to Fees related to changes in the Operating Guidelines within thirty

(30) days after the effective date of this Agreement and such final Operating

Guidelines shall be inserted as Exhibit B in lieu of the current Exhibit B.

2.2 The Operating Guidelines may be amended from time to time upon the

mutual written agreement of the Parties; provided, however, that any change,

modification or amendment to the Operating Guidelines may result in an increase

in the fees charged by Cardinal Health in Section 5.

2.3 Cardinal Health's services shall comply with the Operating Guidelines,

provided Client's shipments of Product to Cardinal Health do not exceed its

Forecast (as hereinafter defined) by more than twenty-five percent (25%).

2.4 All Product Returns shall be processed and handled by Cardinal Health

in accordance with the Operating Guidelines; and, any customization or

additional return services requested by Client shall be performed at an

additional fee as agreed by the Parties.

2.5 Client is solely responsible for all Product recalls. In the event

Product is subject to recall, or Client, on its own initiative, recalls any

Product, Cardinal Health shall provide assistance to Client as set forth in the

Operating Guidelines, provided that Client shall pay to Cardinal Health an

amount equal to Cardinal Health's reasonable actual costs incurred with any such

recall services. Such cost shall be in addition to the Service Fees described in

Section 5 below.

3. PRODUCT SUPPLY/CLIENT RESPONSIBILITIES.

3.1 Client shall deliver Product for the first twelve months of this

Agreement, exclusively to Cardinal Health's facility at 800 Industrial Blvd.,

Suite 100, Grapevine, TX 76051 ("Grapevine Facility"). After the first twelve

months of this Agreement, Client may upon a minimum of thirty (30) days notice

to Cardinal Health deliver mutually agreeable quantities of Product to Cardinal

Health's

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facility at 15 Ingram Blvd., Suite 100, LaVergne, TN 37086 ("LaVergne

Facility"). Whichever or both of the Grapevine Facility and/or LaVergne Facility

are receiving Product shall be the "Facility" under this Agreement.

3.2 Client shall be responsible for delivery of Product to the Facility,

including all costs, expenses and risk of loss associated with such delivery.

Title to Product shall remain with Client at all times, even when Product is

stored or warehoused at the Facility. Client shall at all times insure the

Product for damage, loss, destruction, theft or any such other property damage

("LOSS") as further set forth in Section 15 below. Except for Loss resulting

solely from the gross negligence or willful misconduct of Cardinal Health,

Client shall bear all risk of loss or damage with respect to the Product stored

or warehoused at the Facility.*

3.3 Client shall provide Cardinal Health with a forecast of the volume of

Product to be handled by Cardinal Health under this Agreement, not less often

than semi-annually ("FORECAST"). Upon execution of this Agreement, Client shall

deliver to Cardinal Health a customer list, which sets forth the Product prices

(the "CUSTOMER PRICE LIST"). Client shall notify Cardinal Health of any change

in the Customer Price List not less than forty-eight (48) hours prior to the

effective date of any such change. Cardinal Health shall use commercially

reasonably efforts to implement such price change in accordance with Client's

instruction. Notwithstanding the foregoing, Client shall provide the initial

Forecast no later than thirty (30) days after the Effective Date of this

Agreement.

3.4 Cardinal Health shall visually inspect each shipment of Product for

external damage or loss in transit and notify Client of any such damage or loss

within a commercially reasonable period of time following discovery.

4. INFORMATION SYSTEM ACCESS.

4.1 During the term of this Agreement and subject to the terms herein,

Client may use password(s) and identification number(s) provided by Cardinal

Health to remotely access Client's data maintained on Cardinal Health's web

enabled Operating System Base and certain support services associated therewith,

as further set forth in the Operating Guidelines (collectively, the "SYSTEM")

provided that such access is used solely by Client's employees and for Client's

own internal business purposes. Client shall use that access solely to access

Client's data and shall not access or attempt to access any other data, systems

or software. Client shall be responsible for all use of the passwords and

identification elements and shall ensure that they are used solely to effect the

limited access authorized herein. The limited license to access the System

granted herein does not include the right to copy, download or otherwise use any

software or non-Client data maintained on the System.

4.2 The System shall be made available to Client at the fees set forth in

the Fee Schedule. If Cardinal Health agrees to perform any custom enhancements

to the System requested by Client, such customization services shall be billed

separately based on an hourly rate set forth in the Fee Schedule (as defined in

Section 5) and prior to such performance Cardinal Health shall notify Client of

any related increase in the periodic fees hereunder relative to the ongoing

support of the customizations.

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* Omitted information is the subject of a request for confidential treatment

pursuant to Rule 406 under the Securities Act of 1933 and has been filed

separately with the Securities and Exchange Commission.

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4.3 During the term of this Agreement, Cardinal Health shall employ

reasonable security measures and policies designed to safeguard the integrity,

accessibility, and confidentiality of Client's data resident on the System and

establish and maintain reasonable disaster and emergency recovery plans designed

to minimize disruption from System operation interruptions.

4.4 Client shall not reverse engineer, reverse assemble, decompile, create

derivative works, modify, or otherwise attempt to derive the source code of any

software on the System or copy, download, modify, or create derivative works of

such software. Also, Client shall not permit access to the System or related

documentation to any other person or entity. The System and all parts thereof,

in all of their tangible and intangible manifestations, all existing or new

enhancements, developments, derivative works, and other modifications to the

System (or any part thereof), and all related proprietary rights, are and shall

remain the exclusive property of Cardinal Health.

4.5 THE SYSTEM, THE SOFTWARE THEREON AND ANY RESULTS OBTAINED THEREFROM

ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS,

IMPLIED, STATUTORY OR OTHERWISE. CARDINAL HEALTH MAKES NO REPRESENTATIONS OR

WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES,

EXPRESS OR IMPLIED, RELATING DIRECTLY OR INDIRECTLY TO THE SYSTEM OR ANY PART

THEREOF INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY,

NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

4.6 Cardinal Health shall use reasonable efforts to make the System

available for access twenty-four (24) hours a day, seven (7) days a week absent

scheduled and emergency maintenance periods.

4.7 Notwithstanding anything to the contrary, in the event of Client's

breach of any of Cardinal Health's security policies or of the confidentiality

provisions in this Agreement, Cardinal Health may revoke or suspend any or all

passwords and identification numbers provided to Client hereunder.

5. FEES.

5.1 As compensation for the Services, Client shall pay to Cardinal Health

the fees (the "FEES") set forth on EXHIBIT C (the "FEE SCHEDULE").

5.2 Cardinal Health shall issue an invoice to Client for the Services

rendered under this Agreement or for any other amounts due on a monthly basis.

Payment is due within twenty (20) days of the invoice date. If the Invoice is

not paid within such twenty (20) day period, a service charge on the unpaid

amount calculated at the rate of 1.5% per month (or the maximum rate permitted

by law if such rate is less than 1.5% per month) shall be imposed until such

amount is paid in full.

5.3 The Fees shall be held firm for the first contract year. Thereafter,

Cardinal Health shall adjust the price not more often than once per contract

year by the * of (i) the increase in the Producer Price Index - All Commodities

published by the United States Department of Labor, Bureau of Statistics, as

amended from time to time ("Index") or * percent (*%) if the Index increase is

less than * percent (*%), or (ii) * percent (*%). For purposes of sub-Section

(i), the base point shall be the index level on the first day of the contract

year.

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* Omitted information is the subject of a request for confidential treatment

pursuant to Rule 406 under the Securities Act of 1933 and has been filed

separately with the Securities and Exchange Commission.

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5.4 Notwithstanding the terms set forth above in Section 5.3, if Cardinal

Health can reasonably demonstrate that the costs for providing the Services have

materially increased, or are likely to materially increase in the coming year

due to the adoption of any applicable law or regulation (or any material change

in the interpretation or administration thereof), or due to unforeseen

circumstances beyond Cardinal Health's reasonable control, then upon notice from

Cardinal Health, the Parties agree to meet in good faith and negotiate a

mutually acceptable adjustment to the Fees.

6. TERM AND TERMINATION.

6.1 The initial term of this Agreement shall begin on the Effective Date

and shall continue for a period of three (3) years (the "INITIAL TERM"), unless

terminated earlier pursuant to this Agreement. Thereafter, this Agreement shall

automatically renew for additional terms of one (1) year each, unless written

notice of termination is given by either Party at least ninety (90) days prior

to the end of the Initial Term, or such other term, in which case this Agreement

shall terminate at the end of the then current term.

6.2 This Agreement may be terminated:

(a) by either Party upon one hundred eighty (180) days prior written

notice to the other Party, provided that in the event Client terminates this

Agreement, without cause, prior to the end of the Initial Term, such termination

shall be effective only upon payment to Cardinal Health of * percent (*%) of

remaining fixed Fees set forth on the Fee Schedule for the remainder of the

Initial Term, it being understood that there be no additional damages for such

termination, and provided that if Cardinal Health terminates this Agreement,

without cause, prior to the end of the Initial Term, such termination shall only

be effective upon payment to Client of an amount which is equal to * Dollars

($*) multiplied by a fraction *, it being understood that there be no additional

damages for such termination. For example, if Cardinal Health terminated

effective *.

(b) by either party upon the breach by the other Party of a material

provision of this Agreement and that Party's failure to cure such breach within

thirty (30) days following written notice thereof from the non-breaching Party,

provided that, with respect to any failure to make any payment when due under

this Agreement, such period to cure shall be reduced to fifteen (15) days; or

(c) by either party immediately upon notice to the other Party

following the commencement of any bankruptcy or insolvency proceeding (whether

voluntary or involuntary) with respect to such other Party or its assets, which

in the event of an involuntary proceeding, is not dismissed within sixty (60)

days, the general assignment for the benefit of creditors by such other Party,

or the appointment of a receiver, trustee or liquidator by or for such other

Party.

6.3 Termination or expiration of this Agreement shall not relieve either

Party from any liability or obligation that accrued prior to such termination or

expiration. Upon termination or expiration of this Agreement, all Product shall

be returned to Client or a designee of Client, at Client's sole cost and expense

unless the termination is a result of a breach by Cardinal Health in which case

Cardinal Health will pay the Product return expenses. Sections 13 and 14 shall

survive termination or expiration of this Agreement.

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* Omitted information is the subject of a request for confidential treatment

pursuant to Rule 406 under the Securities Act of 1933 and has been filed

separately with the Securities and Exchange Commission.

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7. AUDITS. No more than twice per calendar year, Client or its designee

shall have the right during normal business hours (i.e., 8:00 a.m. to 5:00 p.m.

local time), upon fifteen (15) business days prior written notice to Cardinal

Health, to: (a) conduct a physical audit of such parts of the Facility that

relate solely to Product stored and warehoused at the Facility under this

Agreement; and (b) review and audit records that relate solely to the storage

and distribution of the Product. Without limiting the foregoing, records review

may include, at Client's option, a review of Product receiving, storage,

picking, packing, shipping and related quality records and/or Client's Customer

records including Customer orders and Customer accounts receivable. Cardinal

Health and Client agree to participate in quarterly business reviews.

8. COMPLIANCE WITH LAWS. Each Party shall conduct its activities in

connection with this Agreement in compliance with all applicable laws, rules,

regulations, and orders of governmental entities.

9. REPRESENTATIONS AND WARRANTIES.

9.1 Each Party represents and warrants to the other that:

(a) it has full power and authority to enter into this Agreement and

perform all obligations and conditions to be performed by it under this

Agreement without any restriction by any other agreement or otherwise;

(b) the execution, delivery and performance of this Agreement have

been duly authorized by all necessary corporate action of that Party; and

(c) this Agreement constitutes the legal, valid and binding

obligation of that Party.

9.2 Client further represents and warrants to Cardinal Health that the

Product:

(a) is and shall be manufactured in conformity with the Food, Drug

and Cosmetic Act, as amended from time to time, and all other applicable laws,

rules, regulations and orders of governmental entities relating to the

manufacture, promotion, sale or distribution of the Product;

(b) does not violate or infringe any patent, trademark, tradename or

other interest of any person or entity.

10. TAXES. Client shall pay when due all sales, use, gross receipts,

excise, personal property taxes associated with the Product (excluding any

personal property tax associated with Cardinal Health's equipment used in

connection with the Services), and other taxes now or hereafter imposed as a

result of the transactions contemplated by this Agreement, none of which have

been included in the fees payable to Cardinal Health under this Agreement;

provided that the amounts payable by Client under this section shall not include

taxes based on the net income of Cardinal Health.

11. TRADEMARKS. Neither Party shall have the right to use the name of the

other Party or any Affiliate of the other Party, or the other Party's or such

Affiliates' trademarks, service marks, logos, or other similar marks in any

manner except with the prior written approval of that Party; provided that the

foregoing shall not prohibit Cardinal Health's use of Client' names or marks in

connection with the performance of the Services in a manner consistent with this

Agreement. In the event Cardinal Health

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uses Client's trademarks or tradenames, Cardinal Health shall identify such as

the property of Client. Moreover, Cardinal Health may not use any third party

trademarks or tradenames with the Products without prior written approval of

Client. "AFFILIATE," as used in this Agreement, means any legal entity which,

during the Term hereof, controls, is controlled by, or is under common control

with, such Party. For purposes of this definition, an entity shall be deemed to

control another entity if it owns or controls, directly or indirectly, at least

fifty percent (50%) of the voting interest of all equity interests of the other

entity (or other such comparable ownership interest for an entity other than a

corporation).

12. CONFIDENTIALITY.

12.1 Each Party acknowledges that as a result of this Agreement it may

learn and have access to trade secrets and other confidential and proprietary

information of the other Party through employees, representatives and/or agents

acting on behalf of or subcontracted to either Party (collectively the

"REPRESENTATIVES"), including without limitation, financial information,

information regarding business practices and techniques, and systems and

technology information, or any information identified as confidential in writing

by either Party (the "CONFIDENTIAL INFORMATION"). Client acknowledges and agrees

that all information and materials related to the System shall constitute

Confidential Information. For purposes of this Agreement, Confidential

Information shall not include information disclosed by one Party to the other

Party to the extent that such information can be proven by written evidence: (a)

to be in the public domain or generally available in the industry in which the

disclosing Party engages in business without any violation of this Agreement by

the other Party; (b) is already legally known to the other Party or any of its

Affiliates at the time of its disclosure by the disclosing Party; (c) becomes

known to the other Party or any of its Affiliates from a third party without any

obligation of confidentiality or limitation on use; or (d) is independently

developed by the other Party or any of its Affiliates prior to the date of its

disclosure. The specific material terms of this Agreement shall be deemed to be

the Confidential Information of each Party. Confidential Information shall not

be deemed to be in the public domain or publicly known or in the receiving

Party's possession because it is embraced by more general information in the

receiving Party's possession or because it is embraced in general terms in

publications.

12.2 Neither Party shall, directly or indirectly, at any time: (a)

disclose to any third person or entity any Confidential Information of the other

Party (whether learned before or after the date of this Agreement), or (b) use,

or permit or assist any third person or entity to use, any such Confidential

Information, excepting only: (i) disclosures required by law, rule, regulation

or order, as reasonably determined by the disclosing Party or its legal counsel,

and (ii) disclosures on a confidential basis to directors, officers, employees,

and agents of that Party or its Affiliates who have a reasonable need to know

such Confidential Information in the normal course of business of that Party or

any of that Party's Affiliates.

12.3 The obligations of confidentiality hereunder shall survive the

termination of this Agreement for a period of three (3) years. Upon termination

of this Agreement (for any reason) each Party shall promptly: (i) return to the

other Party all documentation and other materials (including copies of original

documentation or other materials) containing any Confidential Information of the

other Party; or (ii) with the other Party's consent, which consent will not be

unreasonably withheld, certify to the other Party, pursuant to a certificate in

form and substance reasonably satisfactory to the other Party, as to the

destruction of all such documentation and other materials.

13. INDEMNIFICATION. Each Party shall indemnify and hold harmless the

other Party and its parent and Affiliates, and each of their directors,

officers, employees, agents, and representatives from and against all claims,

liabilities, losses, damages, costs, and expenses, including, without

limitation,

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reasonable attorneys' fees ("LIABILITY") to a third party or property arising

directly or indirectly out of any failure of that Party to perform fully all

obligations and conditions to be performed by that Party pursuant to this

Agreement or any breach of any warranty made by that Party in this Agreement.

Client further agrees to indemnify and hold harmless Cardinal Health, its parent

and Affiliates and each of their directors, officers, employees, agents and

representatives from any and all Liability arising directly or indirectly out of

or relating to (i) injury or death to person or property alleged to have been

caused by Client's Product, (ii) any violation or infringement of any patent,

trademark, tradename or other interest of any person or entity relating to

Client's Product, and (iii) the manufacture, marketing, testing, shipping, sale,

possession or use of Product, provided said Liability is not solely attributable

to Cardinal Health's negligence or intentional misconduct.

14. LIMITATION OF LIABILITY. NOTWITHSTANDING THE FOREGOING PROVISIONS OF

SECTION 13, OR ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, NEITHER

PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL (SPECIFICALLY

EXCEPTING THOSE CONSEQUENTIAL DAMAGES ARISING FROM EACH PARTY'S OBLIGATION TO

INDEMNIFY THE OTHER FOR LIABILITY ARISING OUT OF OR RELATING TO THIRD PARTY

CLAIMS IN ACCORDANCE WITH SECTION 13 ABOVE), INCIDENTAL, INDIRECT, SPECIAL, OR

OTHER SIMILAR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

FURTHER, IN NO EVENT SHALL CARDINAL HEALTH'S TOTAL LIABILITY UNDER THIS

AGREEMENT, INCLUDING, WITHOUT LIMITATION ANY OF CARDINAL HEALTH'S INDEMNITY OR

OTHER FINANCIAL OBLIGATIONS UNDER SECTION 13 OR ANY OTHER PROVISION OF THIS

AGREEMENT, EXCEED THE TOTAL FEES PAID BY CLIENT TO CARDINAL HEALTH FOR THE

SERVICES WHICH WERE INVOLVED IN CAUSING ANY CLAIMS, DAMAGES, LOSSES, COSTS OR

EXPENSES.

15. INSURANCE. Client shall, at its own cost and expense, obtain and

maintain in full force and effect the following insurance during the term of

this Agreement.

(a) Products and Completed Operations Liability Insurance covering

the Product included in this Agreement with per-occurrence limits of not less

than $5,000,000; and

(b) All-Risk Property Insurance, including transit coverage, in an

amount determined by Client in its sole discretion covering Client's property

while it is at the Cardinal Health facility or in transit to or from the

Cardinal Health facility. Client's all-risk property insurance shall apply to

all losses and be primary (with respect both to any insurance issued to Cardinal

Health and to any deductible amount or self-insured amount retained by Cardinal

Health) except for losses resulting solely from the gross negligence or

intentional misconduct of Cardinal Health.

In the event that any of the required policies of insurance are written on a

claims made basis, then such policies shall be maintained during the entire term

of this Agreement and for a period of not less than five (5) years following the

termination or expiration of this Agreement.

Client shall obtain a waiver from any insurance carrier with whom Client carries

Property Insurance releasing its subrogation rights against Cardinal Health

except for losses resulting solely from the gross negligence or intentional

misconduct of Cardinal Health. Client shall not seek reimbursement for any

property claim, or portion thereof, that is not fully recovered from insurance

except for losses resulting solely from the gross negligence or intentional

misconduct of Cardinal Health.

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Cardinal Health, LLC, and its Affiliates shall be named as additional insureds

under the Products and Completed Operations Liability insurance policies as

respects the products and completed operations outlined in this Agreement. Such

insurance shall be primary (with respect both to any insurance issued to

Cardinal Health and to any self-insured amount retained by Cardinal Health) for

the additional insureds' liability for damage arising out of those products and

completed operations for which they have been added as additional insureds.

Client shall furnish certificates of insurance for all of the above noted

policies and required additional insured status to Cardinal Health as soon as

practicable after the Effective Date of the Agreement and upon renewal of any

such policies. Each insurance policy that is required under this Section shall

be obtained from an insurance carrier with an A.M. Best rating of at least

A-VII.

16. DISPUTE RESOLUTION. The Parties agree to use good faith efforts to

resolve all disputes within sixty (60) days of written notice that such a

dispute exists. If dispute under this Agreement cannot be resolved by the

Parties within such sixty (60) day period, the Parties agree to refer the matter

to one executive from each Party not directly involved in the dispute for review

and resolution. A copy of the terms of this Agreement, agreed upon facts and

areas of disagreement, and a concise summary of the basis for each side's

contentions will be provided to both executives who shall review the same,

confer, and attempt to reach a mutual resolution of the issue within forty-five

(45) days after receipt of the materials referenced above. If the matter has not

been resolved within such forty-five (45) day period, either or both Parties may

pursue resolution of the matter through litigation or other p