10 EXHIBIT B to
Common Stock Purchase Warrant
[FORM OF] ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers unto the Assignee named below all of the rights of the undersigned to
purchase Common Stock, par value $.001 per share ("Common Stock") of CAPITA
RESEARCH GROUP, INC. represented by the Warrant, with respect to the number of
shares of Common Stock set forth below:
Name of Assignee Address No. of Shares
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and does hereby irrevocably constitute and appoint ________ as Attorney to make
such transfer on the books of CAPITA RESEARCH GROUP, INC. maintained for that
purpose, with full power of substitution in the premises.
Dated: ____________________
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[name]
359151.5
22795-0999
Exhibit 10(b)
MODIFICATION NO. 1
NASA and NextGen Systems, Incorporated entered into Exclusive
License Agreement No. DE-234 on August 4, 1997. By this Agreement
NASA and NextGen Systems, Incorporated modify Exclusive License
Agreement No. DE-234 as follows:
Article II, Section 2.9 is replaced by:
"FIELD OF USE" means advertising and promotions for, and
content of, products, services, entertainment, and organizations,
including DIRECT RESPONSE product or services promotions, and
including packaging and product design and ON- PRODUCT advertising,
for use in appropriate media.
In witness whereof, each party has caused this Agreement to be
executed by its duly authorized representative:
National Aeronautics and NextGen Systems, Inc.
Space Administration
By: /s/ Edward A. Frankle By: /s/ David B. Hunter
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Edward A. Frankle David B. Hunter
Typed Name Typed Name
Title: General Counsel Title: Vice President
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Date: 7/31/98 Date: 6/29/98
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