PERFORMANCE GUARANTEE OF ▇▇▇▇▇▇.▇▇▇, INC.
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▇▇▇▇▇▇.▇▇▇, Inc. ("▇▇▇▇▇▇.▇▇▇") hereby guarantees the full performance of all
obligations of ▇▇▇▇▇▇.▇▇▇ Commerce Services, Inc. ("ACI") pursuant to the
Agreement, dated January 24, 2000, between ACI and ▇▇▇▇▇▇▇▇▇.▇▇▇ (the
"Agreement"), and any obligations of any majority owned (directly or indirectly)
subsidiary of ▇▇▇▇▇▇.▇▇▇ pursuant to the Agreement, and hereby agrees that all
restrictions imposed on ACI under the Agreement will apply to ▇▇▇▇▇▇.▇▇▇ and
each majority owned (directly or indirectly) subsidiary of ▇▇▇▇▇▇.▇▇▇, subject
to and in accordance with the following:
(a) ▇▇▇▇▇▇.▇▇▇ will only be a guarantor of such obligations and not a party
thereto or to the Agreement;
(b) Upon any alleged breach or default of any such obligation, ▇▇▇▇▇▇.▇▇▇ will
be entitled to assert on its own behalf such defenses as may be asserted by ACI
or its Affiliates with respect thereto; and
(c) ▇▇▇▇▇▇▇▇▇.▇▇▇ acknowledges and agrees that ▇▇▇▇▇▇.▇▇▇ may in its discretion
satisfy its obligations under this guarantee by causing one or more of its
Affiliates to perform its obligations hereunder.
Dated: January 24, 2000
▇▇▇▇▇▇.▇▇▇, Inc.
By: ▇▇▇▇ ▇▇▇▇▇▇
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Its: Vice President, Strategic Alliances
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