t3:

l'

PROFESSIONAL SERVICE,S AGREEMENT _ ENTITY

'

This Professional Services Agreement ("Agreement") is entered into

is a confidential
byandbetween"AptaraNewMediapvt.tta'"acompanyregistered not be divulged matter between contractor and Aptara and shall
uv-conti""tor to any other party including the

under the companies Act of lndia, 1956 and havin! its'RegisiereJ

Rptara ctient. No payment for any expense will be made unless
office atsEz Building 4A, First Floor, sP lnfo city, Survey No. 209, saswad
each expense is tii pi"rpirv
-'oi' submitted, (ii) pre-approved in writing;
Road' Phursunsi, Pune

sisnature brock hereto

the and (iii) .rppoii![

(the"contractor")

412308,

and the contractor set forth in

original receipts and such other

:*::mlinhft::lrir:il1,"1*-ir* em:l;*i
\/,HEREAS, Aptara and the crient ,sted in the
H,.x.,*'. J;], f"%,1"1:[!on ,l"jl[1t:J.;fl*.lj.|i
:1,1:T:rl
of work have entered into a contract and Aptara desires
that
mirrup. tn no 6uenl *iliAptara pay for travel time. Airfares must
^#n:*
contractor provide certaln Services (as defined below) to client on
appricabre

behalf of

be_at coach rates, attrough contractor may choose to

upgrade at
contractor,s own expense.

Aptara;

NOW, THEREFORE, in consideration of the foregoing and of the

mutual promises contained herein, the receipt a;d iOequacy of
which are hereby acknowledged, the parties hereby agree as

4' TERM.

1' SCOPE OF WORK. Contractor will perform services as set

fofth in, and in accordance with, Contracior's Statement of Work
("Services"), which statement of work shall be in a form
substantially similar to Exhibit A hereto. The Services may include
performing work for or on behalf of Aptara clients. Each Siatement
of Work shall be established by its respective effective date. Any

earlier terminated. Upon completion of Contractor's Services,

or at

follows:

Statement of Work covered by this Agieement shall be evidenced

by the signatures of each party ar d sh;ll be governed by the terms

and provisions of this Agreement. The pirties intend that this

Agreement includes everything necessary for the proper execution
of the Services by Contractor. Accordingiy, both initiaily and on an

ongoing basis, Contractor witl use Contractor's skill and judgment to

(a) assess and perform the Services, including providlng
any
planned deliverables and other materials to be prepared, created,
made or developed by Contractor under or in connection with the
Services (collectively "Deliverables"), (b) identify any material
problem or inconsistency in Aptara's or Aptara's client's intended
use of the Services and/or Deliverables, and (c) promptly bring such
problem or inconsistency to Aptara's attentron so that appropriate
remedial action may be taken. ln the event of a conflict between the
terms of this Agreement and terms of any Statement of Work
appended hereto, the terms set forth in this Agreement will control
unless the conflicting terms in such exhibit sfecifically references

the inconsistent terms of this Agreement, in which case

the

conflicting terms will control only for the limited purposes set forth in

such Statement of Work. Contractor agrees that Contractor will

from time to time during the term of this Agreement or any extension
thereof keep the_ Company advised as to Contractor's progress in
perfo_rming the Services and that Contractor witl, as reqreit"d
by

the Company, prepare written reports with respect thereto. lt

is

understood that the time required in the preparation of such written

reports shall be considered time devoted to the performance of the

Services.

2.

COMPE /SA TION & EXPEAISES. Aptara will pay Contractor on

a monthly basis for satisfactorily rendered Services within forly-five

(4li) calendar days of receipt of an undisputed invoice from
Contractor in accordance with the specific teims set forth in the
applicable Statement of Work. Contractor's expenses directly and
reilsonably incurred for performance of the Services also will be
reimbursed, in accordance with sectron 3 hereof.

3.

INVOICES

&

PAYMENT. Contractor will furnish Aptara

inr,'oices at regular intervats as set forth in the applicable Statement

of Work, itemizing rn detail Contractor's Services performed, and
Cc'ntractor's fees and expenses due for the preceding time period.

lf

applicable, Contractor shall

be

required

to

submit weekly

timesheets to Client for approval of hours worked during such week.

ln accordance with Section 6 below, Contractor's compensation rate

Lt

q^.t^

Contractor shatl promptly begin the Services

hereunder on the date set fofth in the applilable Statement
of Work
and shall terminate such Services on the date set forth in the

applicable Statement of Work unless the Statement of Work is

any time prior thereto upon Aptara's request, Contractor

shall

return or provide to Aptara all documentary information,

software,
equipment or other materials received from, or created for, Aptara

or its clients. Aptara

may terminate Contractor's

Services,

generally or with respect to one or more Statements

of Work, for
Aptara's convenience at any time prior to the termination date
set
forth in the applicable Statement of Work, but in such event Aptara

will pay to Contractor such amounts, computed at the rates set

forth in the applicable Statement of Work as may be due for:
(a) Contractor's Services performed prior to receipt
of Aptara,s
termination notification; and (b) Contractor,s Services performed
after receipt of the termination notification, in accordance with
asonably required to effect an orderly
Services. Aptara may terminate

ally or with respect to one or more

fault or breach of this Agreement by
Contractor, and upon such termination Aptara shall be entifled
to

withhold and/or set off any such amounts due

to Contractor
pending resolution of such fault or breach Time is of
the essence
in contractor's provision of services hereunder.

INTELLECTIJAL PROPERTY AND OTHER PROPRIETARY

R/GHTS.

5.1 With respect to all Deliverables, Contractor agrees

follows:

5' 1 1.

as

All such Deliverables and all of

Contractor's
"work-made-forhire", as that term is defined in U.S. copyright law, in which all
rights throughout the world, of every kind ind nature, shall be
owned by Aptara, regardless of termination of this Agreement
for any reason, and free of claim by Contractor oi anyone
claiming through contractor or on its behalf
5.1 2. Aptara shall own all rights, title, and interest in the
Deliverables, any contributioni by Contractor to the
Deliverables, and any copyrightable material, notes, records,
drawings, designs, inventions, rmprovements, developments,

contributions

to such Deliverables shall be

discoveries

and trade secrets conceived, discovered,

or reduced to practice by

authored, invented, developed

Contractor, solely or in collaboration with others, during the

term of this Agreement and arising out of, or in connection
with, performing the Services undei this Agreement, and any
copyrights, patents, trade secrets, mask wbrk rights or other

intellectual property rights relating to the foregoing

(collectively, "work product"), throughbut the wortd, inctlorn!

the exclusive right to reproduce, copy, perform, display, revise,

publish, distribute, market and sell, and othenruise io make,

use, sell, and exploit the work product in any manner, form or
media, anywhere in the world, including the exclus'ive right to

license any or all of these rights, or to refrain from exercising

any or all these rights, all free of claim by Contractor or any
persons claim ing through Contractor or on its behalf, anO
regardless of termination of this Agreement for any reason.
Contractor also agrees to promptly make full written disclosure

to Aptara of any Work product.

5.2 ln order to assure the ownership of Aptara of all rights in

the Work Product, Contractor hereby irrevocably transfers

and

assigns to Aptara all right, title and inteiest that Contractor may
now

or hereafter have in the rights to the Work Product, includihg

all

patent, copyright and all other rights therein. To the extent

that the
Contractor's rights of attribution, paternity, integrity, modification,
disclosure and withdrawal, and any other rignts tnrougnout the wortd

tl',qt may be known as or referied to

ai "moral rlghts, " ,,artist,s

rights," "droit moral," or the like (collectively, "Moral Ri!nts,,)
conflict
in any manner with respect to the rights assigned to -Aptara
under
the provisions of this Agreement anO cannot be assigned under
atpplicable law, Contractor waives such Morat Rig6ts to
the
nlaxlmum extent allowed under the applicable Moral Rignts
law of

the country in which such rights are being asserted.

5 3 Further Assurances. Contractoi agrees to assist Aptara,
or
ilr designee, at Aptara's expense, in eueft proper way to secure
'copyrights,
Aptara's rights in the Work Product llnbtuOing any
patents, mask work rights or other intellectual property iights
ieliting
thereto in any and all countries), including the disctosuie to Aptari

of all pertinent information and data witn respect thereto,

the

execution of all applications, specifications, oaths, assignments

and
all other instruments that Aptara shall deem necessary in order to
apply for and obtain and maintain such rights and in order to assign

and convey to Aptara, its successors, alsigns and nominees the

sole and exclusive right, title and interest in and to the Work product
(including any copyrights, patents, mask work rights or other
intellectual property rights relating thereto). Contractor further

agrees that Contractor's obligation to execute or cause to be

executed, when it is in contractor's power to do so, any such
instrument or papers shall continue after the termlnation of this

Agreement.
5.4 Pre-Existing Deliverables. Contractor agrees that if in the
course of performing the Services, Contractor incorporates into any
Dr:liverables or other Work Product developed hereunder any pree>:isting proprietary Information or intelleciual property owned
by
Contractor or in which Contractor has an interest'
til'Contractor shall
inl'orm Aptara, in writing before incorporating such proprietary
in1'ormation or intellectual property into the Ddtiverables or
other
Work Product; and (ii) Aptara is hereby granted and shall have a
ncrnexclusive, royalty-free, fully paid, perpetual, irrevocable,
transferable worldwide license (with the riglrt to grant and authorize
subltcenses) to make, have made, use, import, offer for sate, sell,

reproduce, distribute, modify, adapt, prepare derivative works of:

display, perform, and othenarise exploit such proprietary information
and intellectual property, without restriction, incluOing, without
limitation, as part of or in connectron with Work Prodr-ict, and to

copyright

&ffi ilq&

and other intellectual property

applications and

registrations thereon with the same iegbl force and

effect as if
executed by Contractor. This power ofLttorney shall
be deemed

coupled with an interest, and shall be irrevocable.

5.6 Contractor shall require all Contractor's

employees,

contractors, or other third-parties performing Services

under this
Agreement to execute a Confidential lnformltion and
Assignment
Agreement in the form of Exhibit B,- and prompfly provide
a copy of
I

each such executed agreement to Apt ara,

5.7 Contractor sn-all indemnify and hold Aptara harmless from
any failure to comply with this Section 5, including Contractor,s

failure to provide clear title to any Deliverables or other

Work
Product.

6.

CONFIDENTIALITY & SEC IJRITY.

1 ln connection with the Services to be performed herein,

its
confidenti
:,-ch party
lnformation"
Aptara or

is

Aptara

or its

i
I,

nical or other information that

tes valuable trade secrets of
trnformation"). "confidentiar
include any information that
client clearly indicates to Contractor is, or that

Contractor reasonably should know is, confrdential, proprietary,

.
non-public business, financial or technical information,
know how,

trade secrets or other confidential or proprietary information

disclosed in oral, visual, written, graphic, machine readable
or
other form. Contractor agrees to hold all such Confidential
lnformation ln strict confidence, to neither use (except
as
necessary to perform the Services), nor to disclose any
such
information to third parties, and to indemnify and hold
Aptara

harmless against and from all damages, injuriei and losses

arising
out of the unauthorized use or disclosure oi such information
by the
Contractor Apta ra andlor third parties with which Aptara contracts
may require Contractor to be fingerprinted and/or backgroundchecked before being afforded aci.rs to confidential information
and/or secure facilities, and Contractor consents and wiil
cooperate

with such requirements Contractor's compensation rate is

confidential matter between Contractor and Apta ra and shall

not be
divulged by contractor to any other party including the
client'Without Aptara's prior written approval, Contractor shall
not

directly or indirectly disclose to anyone the existence of this

Agreement or the fact that Contractor has this arrangement
with

Aptara.

6'2 Contractor agrees that Contractor wrtl not improperly use,

disclose, or induce Aptara to use any confidential or proprietary
information or trade secrets of any former or concurrent
employer

of Contractor or other person or entity with which Contractor has

an

obligation

to keep in

confrdence. Contractor also agrees that

Contractor will not bring onto Aptara's premises or transfer

onto
Aptara's technology jystems any unpubtished document or

confidential

or proprietary informatlon of any third party

unless

practice any method related

disclosure to, and use by, Aptara has been consented to in writing
by such third party

own_ed by any third party, nor any

7.

lncorporate

thereto. Contractor shall not

any proprietary information or intellectual property

free or open source software, into

thel Deliverables or other Work Product without Aptara's prior written
permission in each case.

5.5 Attorney in

Fact.

Contractor agrees that

if Aptara

is

unable, because of Contractor's unavaitabiliiy, dissolution, mental or

ph ysical incapacity, or for any other reason, to secure
Contractor's

signature to apply for or to pursue any application for any United

'mask
States, internationat, or forergn patenis,
work or copyright

registrations,

or other intellectual

property applications

or

registrations covering the Work Product assigned to Apta n above,

then Contractor hereby irrevocably designates and appoints Aptara
and its duly authorized officers and agents as Contractor's agent
and attorney in fact, to act for and in Contractor's behalf and stead
to r:xecute and file any such applications and to do all other lawfulty
permitted acts to further the prosecution and issuance of patents,
Rev. May 2010

-4

INDEPENDENT CONTRACTOR.

CONITACIOT

iS

AN

independent contractor and nothing contained herein shall

be
deemed to make Contractor an employee of Aptara, or to empower
Contractor to bind or obligate Aptara in any way Billings from
Contractor shall contain C-ontractcr's tax identification number
on
each invoice Contractor is solely responsible for paying all of
Contractor's own tax obligations hereunder. Contractor agiees to
furnish (or reiJnburse Aptara for) all tools and materials necessary

to

accomplilh this Agreement and shall incur all expenses

associated with performance, except as expressly provideO in this
Agreement. Contractor acknowledges and agrees that Contractor

is obligated to report as income all compinsation received by

Contractor pursuant to this Agreement. Contractor agrees to and
acknowledges the obligation to pay all self-employment and other
Page 2 of 3

taxes on such income,

as well as those due for

employee/subcontractor or other person or entity performing work

for Contractor hereunder. Contractor is also sotbry responsible, at

Contractor's expense, for maintaining in effect during performance
')f the Servic_es adequate primary lnsurance coverage to cover
'3ontractor's Services, including without limitation, g"ierrl ;iability
and auto insurance. Aptara and Contractor agree [nat Contractor
(and the persons employed or engaged by Contractor) will receive

no company-sponsored benefits from Aptara. The Contractor, being

an independent business and not an employee of Aptaral
understands, acknowledges, and agrees that Aptara will not provide

to, and does not contemplate providing for, Contractor

(o1. the

persons employed or engaged by Contractor) a policy of insurance

for health and/or dental care benefits or any other benefit of any
kind. Any benefit as may from time to time be desired by Contractor

for Contractor (or the persons employed or engaged by Contractor)

shall be at the sole cost and expense of Contractor. lf, contrary to
the intent of the parties, it is determined that an employment
relationship exists between Contractor (including its emptdyees,
atgents and contractors) and Aptara, then (i) Contrictor (on behalf
of

itself and its employees, contractors, and agents) hereby irrevocably

vraives the right to participate in and earn or become entiled to any
ald all employee benefits of Aptara with respect to the performance

cf the Services hereunder and (ii) any such person employed or

engaged by Contractor will become a reclassified employee and will
receive no benefits from Aptara, except those mandated and that

cannot be waived by state or federal !aw, even if by the terms of

Aptara's benefit plans or programs of Aptara in effecf at the time of
such reclassification, such person would othenvise be eligible for
such benefits. Contractor makes this waiver for itself and o-n OenatF
of any and all individuals and entities under the direct or indirect

control of Contractor.

8 NO SO LlclTATloN.Contractor agrees that during the duration

of this Agreement, and for one (1) ye;r thereafter, Contractor shall
not induce or attempt to influence directty or indirectly any employee
of Aptara (or its affiliates) to terminate the employee's employment

with Aptara or its affiliate, or to commence empioyment or consulting

fcr Contractor or any other person or entity, wiihout Aptara's prio-r
written permission in each case. This provision shall not restrict the
right of Contractor to solicit or recruit generally in the media where
sttch solicitation is not targeted specifically at employees of Aptara
(or its affiliates), and shall not prohibit iontractor irom hiring an
ernployee or Contractor of Aptara or its affiliates who answers any
sttch general advertisement or who othenruise voluntarily applies for
hirs without having been initially personally solicited or-recruited by

Contractor.

9'

CONFLICTING OBLTGA frONS. Contractor certifies that

Contractor has no outstanding agreement or obligation that is in
conflict with any of the provisions of this Agreement, or that would
preclude Contractor from complying with the provisions hereof,
and
furlher certifies and agrees that Cbntractor will not enter into any
such conflicting agreement dunng the term of this Agreement. For a
period of six (6) months after completron of Services for an
Aptara
client provrded by Contractor under this Agreement, Contractor will
lct, directly or indirectly, solicit or perform any services for such
Aprtara client that might reasonably be deemed competitive with

services offered by Aptara including, among other things, the

Se'rvices rendered under this Agreement. Contiactor acknowledges

and agrees that this Section 9 was a material factor on which Aptara
relied upon in entering into this Agreement. Except as expressly

provided herein, at all times during and after the term of thii
reement, Contractor is free to enter into any and all other
business ventures and render services to other individuals and
enttties so long as Contractor meets the duties, obligations, and
responsibilities of Contractor under this Agreement, including

Ag

Sections 5 and 6.
Rev May 2010

,,^\i

.rfr

ffi

any

ffim

10' NO CONFLICT OF tNTERESf.During the duration of this

Agreement, Contractor shall not enter inlo any relationship or
affiliation, or engage in any activity which may constitute a conflict
of interest or an appearance ol conflict oi interest for Aptara;
ediately apprise Aptara in writing, if at
of this Agreement Contractor becomes

and Aptara.

of irterest arising between Contractor

11' WARRANTIES/INDEMNIFICATION. Contractor warrants

(1) Contractor's Services and Deliverables and other Work product

provided hereunder will be in compliance with appticable
laws and

regulations, and in accordance with the standards of Contractor's

profession, and Contractor will promptly correct any
Services
-

and/or Deliverables found defective or noncompliant at

Contractor's sole expense; (2) Contractor's Services and

Deliverables and other Work Product provided hereunder

are all
original, new work (unless othenvise specifically identified in the
applicable Statement of Work), and do not infringe any third pafty
intellectual property rights and (3) Contractor maintains a set
of
books and records, which reflect items of income and expenses
of
its trade and business Contractor further represents and warrants
that: (i) the Work Product is or will be originat to Contractor; (ii)
Contractor has not previously granted and wilt not grant any rights
in the Work Product to any third party that are inconsistent with
the

rights granted to the Aptara herein; (iii) each of Contractor's

employees, consultants, contractors, partners, or agents who has
been or will be involved in the performance of the Services has
or

will have signed an agreement with Contractor conveying

all

proprietary and intellectual property rights in or relating

to the Work
Product to Contractor and agreeing io maintain in confidence
all
trade secrets and non-Contractor proprietary information embodied
in the Work Product or acquired whiie performing the Services or

having access to Work Product; (iv) all Work Froduct, and the

intended uses thereof, shalt be free of any third party claims with
respect to intellectual property or other proprietary rights and shall
be free of any thlrd party liens, encumbrances, security interests,
or
any similar restrictions; (v) unless provided by Aptara, Contractor

will provide all necessary personnel, facilities, and materials to

facilltate efficient and effective completion of the Services; (vi)
Contractor will exert Contractor's best efforts to use a repeatable
and proven process to design, develop, test, deliver, and document

the Work Product, or any part thereof; (vii) Contractor has full
power and authority to enter into this Agreement, to carry
out its

obligations under this Agreement and to grant the rights grlnted

to
Aptara hereunder; and [viii) Contractor maintains its own place
of
business Contractor shall indemnify and hold harmless Aptara

and its affiliates and their respective officers, directors

and

employees from and against any loss, claim, damage or lrabilities

(or actions in respect thereof that may be assertef by any
third
party) that may result from any third pirty claims arising
ou1 of or
relating to Contractor's Services or any use by Aptara oi its
clients
of any Deliverable or other Work Product and will reimburse
Aptara for all costs and expenses (including reasonable attorneys,
fees) as incurred by Aptara in cor nection witn any such action
or
claim.

12' RETEASE OF CLAIMS

&

INDEMNtTY.Contractor hereby

releases, and shall defend, indemnify and hold harmless Aptara

fLo, and against all claims, liabilities, damages and costs arising
directly or indirectly out of, or related t;, Contractor's fault,
negligence, strict liability or product liability of Contractor, and/or
that-of any employee or subcontractor of iontractor, pertaining
to
the Services hereunder.

13. ASS,G NMENT. Contractor shall not use the services of any
or subcontractor without the prior written approval of
Aptara. Contractor's rights, responsibilities, duties and obligations
employee

Page 3 of 3

hereunder are personal to Contractor and shall not be assigned or

&ffi

.ffi&

transferred without Aptara's prior written consent; subject thereto,

this Agreement shall be binding upon and inure to the benefit of the
parties' heirs, successors and assigns. Any purported assignment

limitation, Sections 5 and 6, shall so survive, and remain in

continuing effect. No delay or failure in exercising any right
hereunder shall be deemed to constitute a waiver any ngnt granfed

in violation of the foregoing shall be void

hereunder or at law by either party.

14. GOVERNING LAW & SEVERAB1LITY.This Agreement shall be

governed by the laws of Republic of lndia, without regard to its

interpreted as written and negotiated jointly by the parties. lt shall

conflicts

of laws provisions. The parties

hereby consent

to

jurisdiction and venue of the courts located tn the state of Delhi. If

9. coArsrR ucTloN; No B/AS. This Agreement shal

be

not be strictly construed against either party, regardless of the

actual drafter of the Agreement. The term "including,, as used
herein shall mean incluling, without limiting the generality of any

description preceding such term.

]his Agreement shall be effective on the date of last signature, set

forth below.
invalid portion to implement the original intent thereof.

"Aptara New Media Pvt. Ltd.,,, by:

15. NOTICES. Other than the routine administrative actions in

furtherance of the Services to be provided hereunder, all notices,
consents, waivers, claims and other communications hereunder
(each a "Noti0e") shall be in writing and shall be (a) personally

delivered, (b) deposited, prepaid with an internationally established

overnight deltvery frrm such as Federal Express, or (c) mailed by
certified mail, return receipt requested to parlies address set forth in
the signature block hereto. Each party may subsequently change its
notice address through the provision of a Notice given to the otner
party in accordance with the provisions of this Section 15. Each
Notice shall be deemed given and effective upon receipt (or refusal
of receipt)

Sign:

Name: Kaushal Kumar Jha

Title:

Deputy General Manager

Date:

.GOP| KRtSHNA.c-

(Con
Sign:

16. INJUNCTIVE RELIEF & DISPUTE COSIS._ Notwithslanding

Tile: CEO & Managinq Director
the agreement to arbitrate disputes in Section 15, above, if at any
elects
unctive
Dat
ef or
s interests
uch
urt action. Tel.
breach of
may cause Aptara irreparable injury for which Fax No.:
than injunctive or equitable relief are inadequate;
will not contest Aptara's entiflement to oOtain Email Address :
immediate injunctive or equitable relief, without obligation to post
any bond; and that Aptara wourd not engage contractbr without this
Address:
a.ssurance. The prevailing party in any dispute
3r

this
f9me
that

to
reme
issue
cknowledg

o
or
so
th

or

arlsing

shall be entitled to recover its reasonable costs and attorn

17 LIMITATION OF LIABIL'TY,IN NO EVENT SHALL APTARA

BE LIABLE TO CONTRACTOR OR TO ANY OTHER PARTY FOR
ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF
BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF

LIABILITY, WHETHER BASED IN CONTRACT, TORT

(INCLUDING NEGLIGENCE) OR OTHER THEORY OF LtABtLrry,
REGARDLESS OF WHETHER APTARA WAS ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES IN NO EVENT SHALL

APTARA'S LIABILITY ARISING OUT OF OR IN CONNECTION
\^/ITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY
APTARA TO CONTRACTOR UNDER THIS AGREEMENT FOR
THE SERVICES, DELIVERABLES OR WORK PRODUCT GIVING
RISE TO SUCH LIABILITY

1i3 ENTIRE AGREEMENT & wAtvER. This Agreement, and its

incorporated attachments hereto, state the entire agreement
between the parties regarding the subject matter heieof and

sr
t]^
ar
pl

or understandtngs

pertaining

eement must be made in writing

ntatives of both parties. Any

sonably deemed to survive the

NE

A./

e;<piration or termination of this Agreement, in particular, but without

Rr:v May 2010

Page 4 of 3