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V.     GOOD FAITH

                  This Agreement  represents  a cooperative  business  relationship,  which  will  be

           based on mutual trust, open communication  and teamwork.    The parties agree to work

           to  modify  this  Agreement  and  renegotiate  this  Agreement  in  good  faith,  if  the

           primary goals and objectives of either party are not met at any time during the term of

           this Agreement.



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