ARTICLE 5
                                   ROYALTIES

5.00 Knoll shall pay to CAT royalty payments based upon the combined Net
Sales of Product(s) by Knoll and its Affiliates and sublicensees as
follows:
     [***] the amount of combined Net Sales of up to [***] in a given year;

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       [***] of the amount of the combined Net Sales from [***] to [***] in a
given year;

       [***] of the amount of combined Net Sales of over [***] in a given
year.

1.55   Sales of Product by Affiliates and sublicensees shall be deemed for the
purpose of this Agreement to be sales by Knoll and royalty payments shall be
made accordingly by Knoll.

1.56   Royalties paid to third parties, other than to MRC under the MRC-Patents,
to license rights needed by Knoll, its Affiliates or permitted sublicensees, to
practice or to have practiced the technology claimed in the Patents, will be
borne [***], provided, however, that the royalty payable to CAT pursuant to
Section 5.00 shall no be reduced below [***] of Net Sales in any year for which
a royalty is owed to CAT. The [***] royalty to be paid to MRC under the
MRC-Patents shall be paid directly by Knoll to MRC and shall be directly offset
against the [***] royalties due to CAT pursuant to Section 5.00.