3.1         The costs of AS400’s services are specified in the Schedule of Fees identified in Exhibit B, and as may be amended from time to time. The Purchaser agrees to pay AS400 all fees,  travel expenses and living expenses, and all other reasonable out of pocket expenses incurred by AS400 in performing hereunder, within 7 (seven) days from date of AS400’s invoice. AS400 shall not be required to provide original receipts or copies thereof with respect to such expenses. The original signature on any receipt by an AS400 employee shall deem the receipt to be true and correct in all respects. Purchaser’s failure to comply with any of its obligations under this Agreement may result in AS400 charging Purchaser additional fees at AS400’s then current rates.

3.2         AS400’s obligations and Purchaser’s rights are contingent upon full timely payment of all amounts to be paid hereunder. OVERDUE, UNDISPUTED AMOUNTS SHALL BEAR INTEREST AT EIGHTEEN PER CENT (18%) PER ANNUM OR THE MAXIMUM LEGAL RATE IF LESS. Purchaser shall reimburse AS400 for all actual and reasonable collection costs (including reasonable attorneys' fees). If Purchaser disputes any charges or amounts on any invoice, and such dispute cannot be resolved promptly through good faith discussions, then Purchaser will pay the invoice amount within 7 (seven) days from date of AS400’s invoice, less the disputed amount only, provided that Purchaser shall diligently work with AS400 to resolve any such disputed amount.

3.3         All amounts referenced herein do not include, and Purchaser agrees to pay, all additional sums for sales, use, and similar taxes, duties, and other assessments, however designated or levied, for or related to the Services and this Agreement (exclusive of taxes based on AS400’s net income). Purchaser shall indemnify and hold harmless AS400 from all claims, losses, costs, claims, judgments, damages, liabilities and expenses, including without limitation reasonable counsel fees or witness fees arising from or related to Purchaser’s failure to comply with the requirements of this Section 3.3.

4.       PROGRESS ON IMPLEMENTATION.

The parties agree to use reasonable endeavors to hold regular progress meetings. However, no progress meetings will be held between AS400 and the Purchaser unless otherwise agreed to in writing. Where meetings are agreed to, minutes of each meeting shall be recorded in writing.

5.       EXCLUSION OF WARRANTIES/GUARANTEES ON MODIFICATIONS.

AS400 does not warrant that modifications will be compatible with future refinements and/ or corrections released by the Author. This likewise applies to all Modifications requested by the Purchaser and performed by AS400. AS400 cannot guarantee compatibility with future refinements and corrections as released  from time to time by the Author to AS400 and/or the Purchaser, with any changes which AS400 or the Purchaser may undertake. AS400 MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES OR REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED WITH RESPECT TO THE SUBJECT MATTER HEREOF, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

6.       LIMITATION OF LIABILITY.

AS400’s maximum liability to Purchaser arising out of or in any way connected to this Agreement shall be in the aggregate and limited to Purchaser’s direct actual damages not to exceed the actual Services Fee paid to AS400 hereunder for the respective Service identified in the respective Statement of Work. AS400 NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES, SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, INCIDENTAL, OR SPECIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT OR RESULTING FROM OR IN CONNECTION WITH THE SERVICES PROVIDED HEREUNDER, EVEN IF AS400 HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. The Purchaser shall have no claim against AS400 for damages and/or cancellation of this Agreement by reason of any delay by AS400, which delay is due to circumstances beyond the control of AS400, to deliver the goods or render the services agreed upon. Purchaser shall indemnify, defend and hold AS400 and its officers, directors, employees, successors and assigns harmless from any loss, cost, liability, claim, judgement, damage or expense, including without limitation reasonable counsel fees or witness fees, arising out of or related to Purchaser’s failure to comply with the terms of this Agreement.

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7.       TESTING.

The Purchaser shall begin to test the Modifications within 7 (seven) days after receipt of the Modifications from AS400, and shall notify AS400 within 7 (seven) days after finding any fault in the Modifications in writing and shall provide a list of discrepancies about the performance. AS400 shall have 10 days or such longer period as AS400 may deem necessary to make changes to the Modification(s) that address the discrepancies and to redeliver the Modification(s) to Purchaser. If after 30 (thirty) days from the date of installation of the Modification(s), AS400 has not been notified by the Purchaser of any fault in the Modification(s) then the Purchaser shall be deemed to have accepted the Modification(s).

8.       REPRESENTATIONS.

The Purchaser acknowledges that it has not been induced to enter into this agreement or use the services of AS400 by any warranties or representations made or given to him by AS400 or any of its agents or representatives other than those contained herein.

9.       BREACH.

9.1     If the Purchaser fails to effect payment of any amounts payable by it in terms hereof on due date, or breaches any other term of this Agreement, and fails to remedy the breach within 14 (fourteen) days from the date of notice thereof, then AS400 shall be entitled without prejudice to such other rights as it may have at law or in terms hereof to:

9.1.1  Claim immediate payment by the Purchaser of all amounts owing by the Purchaser in terms hereof whether or not the due date for payment shall otherwise have arrived and withhold its services until the breach or non payment has been rectified, and/or

9.1.2 Cancel this Agreement, retain all monies paid by the Purchaser prior to such cancellation and claim all damages that AS400 may have sustained arising from such breach.

9.2     If AS400 fails to perform its obligations or breaches any of its material obligations in terms of this Agreement, the Purchaser shall have the right to call upon AS400 in writing to rectify such non-performance/breach within 14 (fourteen) days of receipt of notice thereof. If such breach or non-performance is incapable of being rectified or performed within such 14 (fourteen) day period, AS400 shall be entitled to such additional time reasonably necessary to remedy such breach or non-performance. However, if AS400 thereafter fails to perform or rectify the breach within such reasonable period, the Purchaser shall have the right to cancel this Agreement and claim damages which shall be limited to the total amount paid by the Purchaser to AS400 for the Services relating to such breach or non-performance.

10.     ADDRESS FOR CORRESPONDENCE.

All notices permitted or required to be made under this Agreement shall be in writing, signed by the party giving the notice and addressed to the other party at the address specified herein.

The Purchaser and AS400 choose their addresses for all matters pertaining to this agreement including the giving of notice and/or the service of any process at the registered addresses of the companies, or such other address(es) as the one party may notify to the other in writing.

Any notice or process addressed or delivered to either party at his aforesaid address shall be deemed to have been received by that party:

Six (6) days after the date of receipt thereof if posted by prepaid registered post to the Purchaser's address, or on the date of delivery thereof if delivered by hand or per telephonic facsimile to that party's address.

11.     OWNERSHIP AND CONFIDENTIALITY.

11.1 The Modifications (including but not limited to the Modifications source code), and all related manuals and customizations performed as described in a Statement of Work (collectively, the “Materials”) shall be and remain the property of AS400. Purchaser acknowledges and agrees that all copyrightable Materials generated or developed under this Agreement shall, upon creation, be owned exclusively by AS400. If Purchaser is entitled to claim any ownership interest in such Materials, Purchaser hereby assigns to AS400 all of Purchaser’s right, title and interest in such Materials, including but not limited to the rights to all copyrights, patents, trade secrets and trademarks in such Materials without the necessity of any further consideration, and AS400 shall be entitled to obtain and hold in its own name all such copyrights, patents, trade secrets and trademarks in respect of such Materials. Purchaser shall perform any and all further acts that may be deemed necessary or desirable by AS400 to evidence more fully transfer of ownership of all Materials designated under this Section 11.1 to AS400 to the fullest extent possible, including but not limited to the making of further written assignments in a form determined by AS400.  In addition, Purchaser shall notify AS400 immediately in the event it becomes aware of a breach or a threatened breach by a third party of AS400’s ownership rights in the Materials.

11.2  Each party acknowledges that during the term of this Agreement, it may have access to certain proprietary information of the other, including without limitation, information concerning contacts, technology and pricing, the disclosure or use of which would injure the other. Therefore, neither party shall at any time during or after the term of this Agreement use, reveal, or divulge Trade Secrets of the other except in accordance with the terms and conditions of this Agreement. In addition, during the term of this Agreement and for a period of two (2) years thereafter, neither party shall use, reveal, or divulge any Confidential Information of the other except in accordance with the terms and conditions of this Agreement. For the purposes of this Agreement, “Trade Secrets” shall have the meaning ascribed under the laws of the State of Georgia and “Confidential Information” shall mean all other proprietary information of the disclosing party not meeting the definition of a Trade Secret including but not limited to the disclosing party’s past, present, and future research development and business activities, the design and specification of any research, process, formula, or results, the disclosing party’s customer lists, price lists, prices paid by the disclosing party for goods and services, and other details of the conduct of the business of the disclosing party which are not a matter of public knowledge.  Upon termination of this Agreement for any reason or upon the disclosing party’s request, the receiving party shall, within seven (7) days, return to the disclosing party all copies of information in its possession which contain Confidential Information or Trade Secrets of the disclosing party, including but not limited to price lists, customer information and marketing plans, and shall destroy all copies of any analyses, compilations, and studies or other documents prepared by it or for its use containing or reflecting any Confidential Information or Trade Secrets of the disclosing party.

11.3  Notwithstanding the provisions of Section 11.2, neither party shall be required to keep confidential any Trade Secrets or Confidential Information which (i) were in the public domain at the time of disclosure to the receiving party, (ii) later became part of the public domain through no act or omission by the receiving party, (iii) were lawfully disclosed to the receiving party by a third party having the independent right to disclose such information, or (iv) were already known to the receiving party at the time of disclosure as evidenced by written documents in the receiving party’s possession at the time of disclosure.

11.4  The parties acknowledge and agree (i) that the terms and conditions contained in Section 11.2 are of the essence of this Agreement and that each of such covenants is reasonable and necessary to protect and preserve the interests and business of the other party, (ii) that each of such covenants is separate, distinct and severable not only from the other of such covenants but also from the remaining terms and conditions of this Agreement, (iii) that the unenforceability of any such covenant shall not affect the validity or enforceability of any other such covenant or any other term or condition of this Agreement.

11.5  Purchaser recognizes that because of the unique relationship created between the parties pursuant to this Agreement, AS400 will suffer injury if Purchaser violates any of the terms and conditions contained in Section 11.2 above and that any such actions would create irreparable harm to AS400. Consequently, Purchaser acknowledges and agrees that AS400 shall, without the necessity of proving money damages, be entitled to injunctive relief in any court of competent jurisdiction, enjoining and restraining Purchaser and any others engaged with Purchaser from violating any of these terms and conditions or in contemplation of a breach of any of these terms and conditions, and Purchaser specifically consents to entry of an injunction prohibiting violations of these confidentiality provisions. The foregoing right to an injunction shall be in addition to and cumulative of any rights and remedies AS400 shall now or hereafter have under any laws applicable to the protection of AS400’s rights in and to its Confidential Information, Trade Secrets or other proprietary rights.

12.       GENERAL.

12.1   Should AS400 wish to delegate, cede and/or assign this agreement to another party or company, AS400 shall notify the Purchaser of such intention 7 (seven) days prior to such delegation, assignment or cession. Purchaser shall not cede or assign its rights or obligations under this Agreement without prior written consent of AS400.

12.2   No latitude, extension of time or other indulgence which either party may allow the other, shall be deemed to be a waiver by either party of any of its rights to require the other party to perform its obligations strictly in accordance with the provisions of this agreement.

12.3   This agreement constitutes the whole agreement and no agreement at variance with the terms hereof shall be valid and binding unless reduced to writing and signed by both parties.

12.4   AS400 does not guarantee that any modifications made to the Licensed Software will be compatible with future refinements and corrections released by the Author.

12.5   It shall be the responsibility of the Purchaser to test all modifications which testing shall include the testing of all the Licensed Software programs. Any services rendered by AS400 to help the Purchaser test the modifications shall be charged at daily rates.

12.6   Purchaser agrees not to solicit or employ any of AS400’s employees and contractors during the term of this Agreement and for a period of 6 (six) months thereafter. During this period, if the Purchaser reaches an agreement/understanding with any employee and/or contractor of AS400 400 to do work of any nature whether as a full time employee of the Purchaser or otherwise, the Purchaser shall notify AS400 and, subject to approval by AS400, pay within 7 (seven) days of such approval to AS400 the amount of $15 000 (fifteen thousand Dollars). This clause shall be waived where the employee and/or contractor has been in the employ of ASSIGNMENT 400 for a period less than 2 (two) months.

12.7  This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.

12.8   Nothing contained in this Agreement shall constitute or be construed to be or to create a partnership or joint venture between AS400 and Purchaser. The relationship of AS400 and Purchaser under this Agreement is that of independent contractors and neither party shall have the right to bind the other.

12.9  This Agreement shall commence on the Service Effective Date and shall continue in effect for successive twelve (12) month periods (“Term”) unless terminated by Purchaser by giving not less than ninety (90) days written notice prior to the end of any Term.

12.10 Except as provided in Paragraph 11.5 above, any dispute, controversy or claim between the parties hereto arising out of or relating to this Agreement, or the breach of any term or condition herein, which cannot be settled through negotiation, shall be settled by arbitration to be administered by a single arbitrator of the American Arbitration Association, under its Commercial Arbitration Rules. The judgment of the arbitrator may be entered in any court having jurisdiction thereof. The place of such arbitration shall be within the County of Cobb, State of Georgia. Furthermore, the arbitrator shall award the prevailing party the costs of arbitration, including but not limited to reasonable attorneys fees, expert witness fees, accounting fees and costs.

12.11  If Purchaser requires that a purchase order be issued, Purchaser shall provide AS400 with a purchase order prior to execution of any Statement of Work and any other Services to be performed by AS400.. In such event, any purchase order terms in addition to or conflicting with the terms of this Agreement or Statement of Work shall not be effective.

12.12  Purchaser shall provide AS400 with the names and titles of all authorized officials from time to time.

EXHIBIT A

SERVICES

All Services shall be subject to AS400’s Standard Terms and Conditions

Statement of Work

Description of Services

Support

For the fee specified in Exhibit B, AS400 shall provide standard telephone support via telephone Monday through Friday, 8.00 am to 5.00 pm ET, US holidays excluded.

AS400                                                                       Purchaser

By: _________________                              By: _____________________

Title: _______________                               Title: ____________________

Date: ________________                             Date: ____________________

Address: _____________                             Address: __________________

EXHIBIT B

Schedule of Fees.

The following are some of the services provided by AS400.

Installation of any Software on the IBM AS/400 Computer System. Implementing new systems. Modification of the computer software system to the specifications of the Purchaser. User training for both management and staff. The maintenance, implementation and programming of new releases and refinements and corrections to the system. The holding of regular progress meetings. The preparation of detailed specifications and modifications and programming of modified related to above. Project management.

Any other services rendered will be charged for at AS400's then current rates in accordance with the level of skills and staff employed in that respect at the time.

It is recorded that AS400's current hourly rates are:

......available upon request

In addition to all the above the reasonable cost of transport and accommodation for AS400 staff outside the Atlanta area shall be charged to the Purchaser at cost. In respect of food, Purchaser shall pay a daily rate of $_____for each AS400 staff member.

Any costs incurred on behalf of the Purchaser for transportation, media, office supplies, etc. will be charged to the Purchaser.

Where appropriate, costs of laundry may be charged to customer where AS400 staff is required to spend extended time away from home.

Equipment Sales

Services