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EXHIBIT 10.3
FORM OF
TAX SHARING AGREEMENT
This Tax Sharing Agreement ("Agreement") is entered into as of
____________, 1996 by and between AltaVista Internet Software, Inc., a Delaware
corporation ("AltaVista"), and Digital Equipment Corporation, a Massachusetts
corporation ("Digital").
RECITALS:
WHEREAS, Digital is the common parent corporation of an affiliated
group of corporations within the meaning of Section 1504(a) of the Internal
Revenue Code of 1986, as amended (the "Code");
WHEREAS, Digital beneficially owns all of the issued and outstanding
AltaVista Class B Common Stock, par value $.01 per share, and AltaVista is a
member of Digital's consolidated group for federal income tax purposes;
WHEREAS, the parties are contemplating the possibility that AltaVista
will issue shares of Class A Common Stock, $.01 par value per share, to the
public in an offering (the "Initial Public Offering") registered under the
Securities Act of 1933, as amended;
WHEREAS, the Digital Group (as defined below) has filed and intends to
file consolidated federal income tax returns as permitted by Section 1501 of the
Code, and certain members of the AltaVista Group (as defined below) and certain
members of the Digital Sub-Group (as defined below) have filed and intend to
file returns relating to Combined State Taxes (as defined below);
WHEREAS, AltaVista desires to engage Digital to provide certain
services, and Digital desires to provide certain services, relating to federal,
state, local and foreign taxes; and
WHEREAS, Digital and AltaVista desire to agree upon a method for
determining the financial consequences to each party and their subsidiaries
resulting from the filing of a consolidated federal income tax return and the
filing of returns relating to Combined State Taxes.
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AGREEMENTS:
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Digital and AltaVista, for
themselves, their successors, and assigns, hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. For purposes of this Agreement, the terms set forth
below shall have the following meanings.
"AltaVista Combined State Tax Liability" shall mean, with
respect to any taxable year and any jurisdiction, an amount of Combined State
Taxes determined in accordance with the principles set forth in the definition
of AltaVista Federal Tax Liability; provided, however, that the total amount of
the AltaVista Combined State Tax Liability shall also include, to the extent not
included after application of the principles set forth in the definition of
AltaVista Federal Tax Liability, any actual income, franchise or similar state
or local tax liability (a "State Liability") owed in a jurisdiction (a "Combined
Jurisdiction") in which a member of the AltaVista Group files tax returns with a
member of the Digital Sub-Group, on a consolidated, combined or unitary basis,
to the extent the Combined State Tax liability exceeds the amount of such
liability that would have been owed had no member of the AltaVista Group been
included in such returns.
"AltaVista Federal Tax Liability" shall mean, with respect to
any taxable year, the sum of the AltaVista Group's Federal Tax liability and any
interest, penalties and other additions to such taxes for such taxable year,
computed as if the AltaVista Group were not and never were part of the Digital
Group, but rather were a separate affiliated group of corporations filing a
consolidated federal income tax return pursuant to Section 1501 of the Code;
provided, however, that transactions with members of the Digital Sub-Group shall
be reflected according to the provisions of the consolidated return regulations
promulgated under the Code governing intercompany transactions, and that
Deconsolidation will trigger any deferred amounts, excess loss accounts or
similar items. Such computation shall be made (A) without regard to the income,
deductions (including net operating loss and capital loss deductions) and
credits in any year of any member of the Digital Group that is not a member of
the AltaVista Group, (B) by taking account of any Tax Asset of the AltaVista
Group other than (I) any such Tax Asset that produces a Tax Savings to Digital
in accordance with Section 2.1(c)(iii) hereof and (II) any such Tax Asset from a
tax period (or portion thereof) ending on or before the date of the Initial
Public Offering and arising solely due to treating the AltaVista Group as if it
were never part of Digital Group, (C) as though the highest rate of tax
specified in subsection (b) of Section 11 of the Code (or any other similar
rates applicable to specific types of income) were the only rate set forth in
that subsection, and with other similar adjustments as described in Section 1561
of the Code, (D) reflecting the positions, elections and accounting methods used
by Digital in preparing the consolidated federal income tax return for the
Digital Group and (E) by not permitting the AltaVista Group any compensation
deductions arising in respect of the issuance by Digital of Digital stock to any
employee of the AltaVista Group.
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"AltaVista Group" shall mean, at any time, AltaVista and any
direct or indirect corporate subsidiaries of AltaVista that would be eligible to
join with AltaVista, with respect to Federal Taxes, in the filing of a
consolidated federal income tax return and, with respect to Combined State
Taxes, in the filing of a consolidated, combined or unitary income or franchise
tax return if AltaVista were not consolidated, combined or filing on a unitary
basis with any member of Digital Sub-Group.
"Combined State Tax" means, with respect to each state or
local taxing jurisdiction, any income, franchise or similar tax payable to such
state or local taxing jurisdiction in which a member of the AltaVista Group
files tax returns with a member of the Digital Sub-Group, on a consolidated,
combined or unitary basis for purposes of such income or franchise tax.
"Deconsolidation" means any event pursuant to which AltaVista
ceases to be a subsidiary corporation includible in a consolidated tax return of
the Digital Group for Federal Tax purposes.
"Digital Group" shall mean, at any time, Digital and each
direct and indirect corporate subsidiary eligible to join with Digital in the
filing of a consolidated federal income tax return.
"Digital Sub-Group" shall mean, at any time, Digital and each
of its direct and indirect corporate subsidiaries other than those subsidiaries
that are members of the AltaVista Group.
"Federal Tax" means any tax imposed under Subtitle A of the
Code.
"Final Determination" shall mean (i) with respect to Federal
Taxes, a "determination" as defined in Section 1313(a) of the Code or execution
of an Internal Revenue Service Form 870AD and, with respect to taxes other than
Federal Taxes, any final determination of liability in respect of a tax that,
under applicable law, is not subject to further appeal, review or modification
through proceedings or otherwise, (ii) any final disposition of a tax issue by
reason of the expiration of a statute of limitations or (iii) the payment of tax
by Digital with respect to any item disallowed or adjusted by any taxing
authority where Digital determines in good faith that no action should be taken
to recoup such payment.
"Post-Deconsolidation Tax Period" means (i) any tax period
beginning and ending after the date of Deconsolidation and (ii) with respect to
a tax period that begins before and ends after the date of Deconsolidation, such
portion of the tax period that commences on the day immediately after the date
of Deconsolidation.
"Pre-Deconsolidation Tax Period" means (i) any tax period
beginning and ending before or on the date of Deconsolidation and (ii) with
respect to a period that begins before and ends after the date of
Deconsolidation, such portion of the tax period ending on and including the date
of Deconsolidation.
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"Tax Asset" means any net operating loss, net capital loss,
investment tax credit, foreign tax credit, charitable deduction or any other
deduction, credit or tax attribute which could reduce taxes (including, without
limitation, deductions and credits related to alternative minimum taxes).
"Tax Savings" means the actual amount of reduction in taxes
payable (including refunds actually received) to a taxing authority with respect
to a tax period as a result of a Tax Asset as compared to the taxes that would
have been payable to a taxing authority for that tax period in the absence of
such Tax Asset; provided, however, Tax Savings shall not include any reduction
in alternative minimum tax.
1.2 Internal References. Unless the context indicates otherwise,
references to Articles, Sections and paragraphs shall refer to the corresponding
articles, sections and paragraphs in this Agreement and references to the
parties shall mean the parties to this Agreement.
ARTICLE II
TAX SHARING
2.1 Tax Sharing. (a) General. For each taxable year of the Digital
Group during which income, loss, or credit against tax of the AltaVista Group
are includible in the consolidated Federal Tax return of the Digital Group,
AltaVista shall pay to Digital an amount equal to the AltaVista Federal Tax
Liability and for each taxable period during which income, loss or credit
against tax of any member of the AltaVista Group are includible in a return
relating to a Combined State Tax, AltaVista shall pay Digital an amount equal to
the AltaVista Combined State Tax Liability for such taxable period, each as
shown on the Pro Forma Returns (as defined in paragraph (c) below).
(b) Estimated Payments. For each taxable period, Digital may
determine the amount of the estimated tax installment of the AltaVista Federal
Tax Liability (corresponding to Digital's estimated Federal Tax installment), as
determined under the principles of Section 2.1(a) of this Agreement. If Digital
makes such a determination, AltaVista shall, within five (5) days of receipt of
such determination, pay to Digital the amount so determined. For each taxable
period, Digital may determine under provisions of applicable law the amount of
the estimated tax installment of the AltaVista Combined State Tax Liability
(corresponding to the relevant estimated Combined State Tax installment), as
determined under the principles of Section 2.1(a) of this Agreement. If Digital
makes such a determination, AltaVista shall, within five (5) days of receipt of
such determination, pay to Digital the amount so determined.
(c) Payment of Taxes at Year-End.
(i) Within thirty (30) days after the date the
Digital Group's consolidated Federal Tax return is filed, Digital shall
make available to AltaVista a pro forma Federal Tax return (a "Pro
Forma Federal Return") of the AltaVista Group reflecting the AltaVista
Federal Tax Liability. Within thirty (30) days after the date the last
Combined State Tax return is filed for the fiscal year to which such
returns relate,
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Digital shall make available to AltaVista the relevant pro forma
Combined State Tax Returns (each a "Pro Forma Combined State Return"
and together with the Pro Forma Federal Return, the "Pro Forma
Returns") of the AltaVista Group reflecting the relevant AltaVista
Combined State Tax Liability. The Pro Forma Returns shall be prepared
in good faith in a manner generally consistent with past practice.
(ii) Within five (5) days of receipt of the Pro Forma
Federal Return, AltaVista shall pay to Digital, or Digital shall pay to
AltaVista, as appropriate, an amount equal to the difference, if any,
between the AltaVista Federal Tax Liability reflected on the Pro Forma
Federal Return for such year and the aggregate amount of the estimated
installments of the AltaVista Federal Tax Liability for such year made
pursuant to Section 2.1(b). Within five (5) days of receipt of the Pro
Forma Combined State Return, AltaVista shall pay to Digital, or Digital
shall pay to AltaVista, as appropriate, an amount equal to the
difference, if any, between the AltaVista Combined State Tax Liability
reflected on the relevant Pro Forma Combined State Tax Return and the
aggregate amount of the estimated installments paid with respect to the
corresponding AltaVista Combined State Tax Liability pursuant to
Section 2.1(b).
(iii) If a Pro Forma Return reflects a Tax Asset
that, under applicable law and consistent with this Agreement, produces
a Tax Savings for any member of the Digital Sub-Group, Digital shall
pay to AltaVista an amount equal to the Tax Saving attributable to such
Tax Asset, if and when realized by Digital, and the future Pro Forma
Returns of the AltaVista Group shall be adjusted to reflect such use.
(iv) In the event that Digital makes a cash deposit
with a taxing authority in order to stop the running of interest or
makes a payment of tax and correspondingly takes action to recoup such
payment (such as suing for a refund), AltaVista shall pay to Digital an
amount equal to AltaVista's share of the amount so deposited or paid
(calculated in a manner consistent with the determinations provided in
this Article 2). Upon receipt by Digital of a refund of any amounts
paid by it in respect of which AltaVista shall have advanced an amount
hereunder, Digital shall pay to AltaVista the amount of such refund,
together with any interest received by it on such refund. If and to the
extent that any claim for refund or contest based thereupon shall be
unsuccessful, the payment by AltaVista under Section 2.1(c)(iv) shall
be credited toward AltaVista's obligations under this Section 2(c)(iv)
and any other payment obligation of AltaVista under Section 2(d) below.
(d) Treatment of Adjustments. If any adjustment is made in a
Federal Tax return of the Digital Group or in a return relating to a Combined
State Tax, after the filing thereof, in which income or loss of the AltaVista
Group (or any member thereof) is included, then at the time of a Final
Determination of the adjustment, AltaVista shall pay to Digital or Digital shall
pay to AltaVista, as the case may be, the difference between all payments
actually made under Section 2.1 with respect to the taxable year or period
covered by such tax return and all payments that would have been made under
Section 2.1 taking such adjustment into account, together with any penalties
actually paid and interest for each day until the date of Final
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Determination calculated at the rate determined, in the case of a payment by
AltaVista, under Section 6621(a)(2) of the Code and, in the case of a payment by
Digital, under Section 6621(a)(1) of the Code.
(e) Preparation of Returns and Contests. So long as the
Digital Group elects to file (i) consolidated Federal Tax returns as permitted
by Section 1501 of the Code or (ii) any Combined State Tax return as permitted
by applicable state law, AltaVista shall consent to the filing of such returns
with Digital. Digital shall prepare and file such returns and any other returns,
documents or statements required to be filed with the Internal Revenue Service
with respect to the determination of the Federal Tax liability of the Digital
Group and with the appropriate taxing authorities with respect to the
determination of a Combined State Tax liability. With respect to such return
preparation, Digital shall act in good faith with regard to all members included
in an applicable return. Digital shall have the right with respect to any
consolidated Federal Tax returns or returns relating to a Combined State Tax
that it has filed or will file to determine in good faith (i) the manner in
which such returns, documents or statements shall be prepared and filed,
including, without limitation, the manner in which any item of income, gain,
loss, deduction or credit shall be reported, (ii) whether any extensions should
be requested, and (iii) the elections that will be made by any member of the
Digital Group. In addition, Digital shall have the right, in good faith, to (i)
contest, compromise or settle any adjustment or deficiency proposed, asserted or
assessed as a result of any audit of any Federal Tax return or return relating
to a Combined State Tax, (ii) file, prosecute, compromise or settle any claim
for refund, and (iii) determine whether any refunds shall be received by way of
refund or credited against tax liabilities. In addition, Digital shall prepare
and file ruling requests, and take all other actions on behalf of any member of
the Digital Group that it deems appropriate in providing tax services to the
members of the Digital Group. Digital shall, to the extent such information is
available, advise AltaVista of any significant AltaVista tax issue being
contested by the federal, state, local or other relevant taxing authorities, and
shall keep AltaVista informed with respect to any contest, compromise or
settlement thereof.
(f) Foreign Tax Returns. AltaVista shall not be required to
consent to the filing of any foreign tax return to be filed on a combined,
consolidated or unitary basis with the Digital Sub-Group unless and until this
Agreement is modified to take into account the allocation of such foreign tax
liability between the Digital Sub-Group and the AltaVista Group. The allocation
of such foreign tax liability shall be in accordance with the principles set
forth in this Agreement.
2.2 Reimbursement for Certain Services. Digital shall provide services
in connection with this Agreement, including but not limited to, (i) those
services relating to the preparation of returns (including Pro Forma Returns)
described in paragraphs 2.1(b), 2.1(c) and 2.1(e) and (ii) services relating to
the other activities described in paragraph 2.1(e). As compensation for these
services, AltaVista shall pay Digital a fee calculated on a basis such that
Digital is reimbursed for all direct and indirect costs and expenses incurred
with respect to AltaVista's share of the overall costs and expenses incurred by
Digital with respect to tax related services. Digital shall calculate the fee
payable, invoice AltaVista for the fee and AltaVista will pay the
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invoiced amount in a manner consistent with the invoice and payment procedures
provided for in the intercompany Services Agreement.
2.3 Additional Services. Digital will provide the tax services
described in this Article II with respect to all of the separate state, local
and foreign taxes of any members of the AltaVista Group that do not relate to
consolidated Federal Taxes or Combined State Taxes. Digital will provide these
services in a manner consistent with the principles contained in Article II and
be compensated in the same manner as described in Section 2.2.
ARTICLE III
POST-DECONSOLIDATION
3.1. Additional Rights and Liabilities Post-Deconsolidation.
(a) AltaVista covenants that on or after a Deconsolidation it
will not, nor will it cause or permit any member of the AltaVista Group to make
or change any tax election, change any accounting method, amend any tax return
or take any tax position on any tax return, take any other action, omit to take
any action or enter into any transaction that results in any increased tax
liability or reduction of any Tax Asset of the Digital Group or any member
thereof (immediately after the Deconsolidation) in respect of any
Pre-Deconsolidation Tax Period, without first obtaining the written consent of
an authorized representative of Digital.
(b) In the event of a Deconsolidation, Digital may, at its
option, elect, and AltaVista shall join Digital in electing (if necessary), (i)
to reattribute to itself certain Tax Assets of the AltaVista Group pursuant to
Treasury Regulations Section 1.1502-20(g) and, if Digital makes such election,
AltaVista shall comply with the requirements of Treasury Regulations Section
1.1502-20(g)(5)), and (ii) to ratably allocate items (other than extraordinary
items) of the AltaVista Group in accordance with relevant provisions of the
Treasury Regulations Section 1.1502-76.
(c) Digital agrees to pay to AltaVista the Tax Savings
received by the Digital Group from the use in any Pre-Deconsolidation Tax Period
of a carryback of any Tax Asset of the AltaVista Group from a
Post-Deconsolidation Tax Period, if and when such Tax Savings are realized.
(d) Any amounts owed by Digital to AltaVista pursuant to
Section 3.1(c) shall be paid within 90 days of the filing of the applicable tax
return for the taxable year in which such Tax Savings are realized. If,
subsequent to the payment by Digital to AltaVista of any such amount, there
shall be (A) a Final Determination which results in a disallowance or a
reduction of any Tax Asset of AltaVista or (B) a reduction in the amount of the
Tax Savings realized by the Digital Group as a result of any other Tax Asset of
Digital that arises in a Post-Deconsolidation Tax Period, AltaVista shall repay
to Digital, within 90 days of such event described in (A) or (B) (an "Event" or,
collectively, the "Events") any amount which would not have been payable to
AltaVista pursuant to this Section 3.1 had the amount of the Tax Savings
calculated in Sections
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3.1(c) been determined in light of the Events. AltaVista shall hold Digital
harmless for any penalty or interest payable by any member of the Digital Group,
as a result of any Event. Any such amount shall be paid by AltaVista to Digital
within 90 days of the payment by Digital or any member of the Digital Group of
any such interest or penalty. Nothing in this Agreement shall require Digital to
file a claim for refund of Federal Taxes or Combined State Taxes which Digital,
in its sole discretion, determines lacks substantial authority, as defined in
the Code and the regulations thereunder.
ARTICLE IV
MISCELLANEOUS
4.1. Limitation of Liability. Neither Digital nor AltaVista shall be
liable to the other for any special, indirect, incidental or consequential
damages of the other arising in connection with this Agreement; provided,
however, that in the event that (i) the Internal Revenue Service (or other
competent taxing authority) asserts a tax liability directly against AltaVista
or any member of the AltaVista Group, pursuant to its authority under Treasury
Regulation Section 1.1502-6 (or other similar provision of state or local law),
(ii) AltaVista has made all payments and performed all of its obligations
otherwise required of it under this Agreement with respect to such liability or
otherwise, and (iii) Digital was given the opportunity to contest, settle or
compromise such liability pursuant to Section 2.1(e) of this Agreement, Digital
shall indemnify AltaVista for actual payments made after a Final Determination
with respect to such liability to the extent that such payments exceed
AltaVista's share of such liability (calculated in a manner that avoids
double-counting under this Agreement), such share determined in accordance with
Article II of this Agreement.
4.2. Subsidiaries. (a) Performance. Digital agrees and acknowledges
that Digital shall be responsible for the performance of the obligations of each
member of the Digital Sub-Group hereunder applicable to such subsidiary.
AltaVista agrees and acknowledges that AltaVista shall be responsible for the
performance by each member of the AltaVista Group of the obligations hereunder
applicable to such member.
(b) Application to Present and Future Subsidiaries. This
Agreement is being entered into by Digital and AltaVista on behalf of themselves
and each member of the Digital Sub-Group and the AltaVista Group, respectively.
This Agreement shall constitute a direct obligation of each such member and
shall be deemed to have been readopted and affirmed on behalf of any corporation
which becomes a member of the Digital Sub-Group or the AltaVista Group in the
future.
4.3. Cooperation. Digital and AltaVista shall cooperate fully in the
implementation of this Agreement, including but not limited to, providing
promptly to the requesting party such assistance and documentation as may be
reasonably requested by such party in connection with any of the activities
described in Article II or Article III. In addition, Digital and AltaVista shall
retain all relevant tax records for relevant open periods in accordance with
past practice.
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4.4 Agent. Each member of the AltaVista Group hereby irrevocably
appoints Digital as its agent and attorney-in-fact to take any action as Digital
may deem necessary or appropriate to effect Section 2.1 including, without
limitation, those actions specified in Treasury Regulation Section 1.1502-77(a).
4.5. Amendments. This Agreement may not be amended or terminated
orally, but only by a writing duly executed by or on behalf of the parties
hereto. Any such amendment shall be validly and sufficiently authorized for
purposes of this Agreement if it is signed on behalf of Digital and AltaVista by
any of their respective presidents or vice presidents.
4.6. Term. Subject to Article III, this Agreement shall expire upon the
date of Deconsolidation with respect to all Post-Deconsolidation periods;
provided, however, that all rights and obligations arising hereunder with
respect to a Pre-Deconsolidation Tax Period shall survive until they are fully
effectuated or performed and, provided, further, that notwithstanding anything
in this Agreement to the contrary, all rights and obligations arising hereunder
with respect to a Post-Deconsolidation Tax Period shall remain in effect and its
provisions shall survive for the full period of all applicable statutes of
limitation (giving effect to any extension, waiver or mitigation thereof).
4.7. Effective Date. This Agreement shall be effective as of the date
that the Initial Public Offering is consummated ("effective date"), shall govern
all open taxable periods and shall supersede all prior agreements as to the
allocation of federal income tax liability between the parties to this Agreement
for all such open taxable years and for all subsequent taxable years. As of the
effective date, all such prior agreements are hereby canceled with respect to
members of the AltaVista Group.
4.8. Severability. If any provision of this Agreement or the
application of any such provision to any party or circumstances shall be
determined by any court of competent jurisdiction to be invalid, illegal or
unenforceable to any extent, the remainder of this Agreement or such provision
or the application of such provision to such party or circumstances, other than
those to which it is so determined to be invalid, illegal or unenforceable,
shall remain in full force and effect to the fullest extent permitted by law and
shall not be affected thereby, unless such a construction would be unreasonable.
4.9. Notices. All notices and other communications required or
permitted hereunder shall be in writing, shall be deemed duly given upon actual
receipt, and shall be delivered (a) in person, (b) by registered or certified
mail, postage prepaid, return receipt requested, or (c) by facsimile or other
generally accepted means of electronic transmission (provided that a copy of any
notice delivered pursuant to this clause (c) shall also be sent pursuant to
clause (b), addressed as follows:
(a) If to AltaVista, to:
AltaVista Internet Software, Inc.
30 Porter Road
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Littleton, MA 01460
Attention: Chief Financial Officer
Fax: 617-
(b) If to Digital, to:
Digital Equipment Corporation
111 Powdermill Road
Maynard, MA 01754-1418
Attention: Treasurer
Fax: 617-
or to such other addresses or telecopy numbers as may be specified by like
notice to the other parties.
4.10. Further Assurances. Digital and AltaVista shall execute,
acknowledge and deliver, or cause to be executed, acknowledged and delivered,
such instruments and take such other action as may be necessary or advisable to
carry out their obligations under this Agreement and under any exhibit, document
or other instrument delivered pursuant hereto.
4.11 Entire Agreement. This Agreement constitutes the entire
understanding of the parties hereto with respect to the subject matter hereof.
4.12. Successors. This agreement shall be binding on and inure to the
benefit of any successor, by merger, acquisition of assets or otherwise, to any
of the parties hereto (including but not limited to any successor of Digital and
AltaVista succeeding to the tax attributes of such party under Section 381 of
the Code), to the same extent as if such successor had been an original party
hereto.
4.13. Authorization, etc. Each of the parties hereto hereby represents
and warrants that it has the power and authority to execute, deliver and perform
this Agreement, that this Agreement has been duly authorized by all necessary
corporate action on the part of such party that this Agreement constitutes a
legal, valid and binding obligation of each such party and that the execution,
delivery and performance of this Agreement by such party does not contravene or
conflict with any provision of law or of its charter or bylaws or any agreement,
instrument or order binding on such party.
4.14. Section Captions. Section captions used in this Agreement are for
convenience and reference only and shall not affect the construction of this
Agreement.
4.15. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS WITHOUT GIVING
EFFECT TO LAWS AND PRINCIPLES RELATING TO CONFLICTS OF LAW.
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4.16. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement.
IN WITNESS WHEREOF, each of the parties hereto has caused this
agreement to be executed by a duly authorized officer as of the date first above
written.
ALTAVISTA INTERNET SOFTWARE, INC.
By:________________________________
Name:
Title:
DIGITAL EQUIPMENT CORPORATION
By:________________________________
Name:
Title: