Thank you for the opportunity you have extended to VirtuWorks ("VirtuWorks") to provide online visitor ("Client") with consulting services. As was discussed, we are providing you with this Master Service Agreement ("this Agreement") that will allow us to assist you with your IT needs. VirtuWorks's services will be provided upon the terms and conditions described in this Agreement.

VirtuWorks will provide Client with the following services:

• Casual Services: Casual Services are provided in response to requests from Client's authorized representative(s) for which (1) the scope has been estimated by VirtuWorks to be less than eight (8) hours, but not limited to eight (8) hours. (2) the requirements are, in VirtuWorks's sole opinion, well and clearly defined, and (3) no project plan or functional specification is deemed necessary by VirtuWorks. Casual Services are performed by VirtuWorks on a time and materials basis in accordance with VirtuWorks's hourly rates for staff in effect at that time. Examples of Casual Services may include requests for telephone support or on-site consulting services less than one day in duration. It is Client's responsibility to specify and communicate to VirtuWorks the identity of Client's authorized representative(s).



• Project Services: Project Services will be provided in accordance with separate statements of work ("Statement of Work") signed by both VirtuWorks and Client. A Statement of Work will not be effective unless signed by both VirtuWorks and Client. Examples of Project Services may include services in connection with pre-implementation plans, implementation services, training, custom modifications and technical reviews. Each Statement of Work will include the following:
• A description of the Project Services to be provided and specifications for any deliverables, if applicable for the project
• The fees for the Project Services
• An estimated timetable for the Project Services
• A statement referencing this Agreement and confirming that the Statement of Work will be attached to and made a part of this Agreement.

Client will reimburse VirtuWorks for all reasonable expenses incurred by VirtuWorks in connection with the Casual Services and the Project Services. Daily, VirtuWorks will invoice Client for fees and expenses accrued for Casual Services rendered to date, and Client will pay the invoiced amounts to VirtuWorks within ten (10) days of the invoice date. The fees and expenses incurred in connection with the performance of Project Services shall be invoiced and paid in accordance with the terms of the applicable Statement of Work.

VirtuWorks shall be solely responsible for staffing decisions with respect to its personnel and the performance of services. VirtuWorks reserves the right to assign, re-assign and substitute its personnel with personnel with comparable qualifications at any time during the term of this Agreement.

This Agreement will become effective on the date signed by VirtuWorks's authorized representative below and continue until terminated by either VirtuWorks or Client at any time, with or without cause, by providing at east thirty (30) days prior written notice to the other party. All fees and expenses related to services provided under this Agreement must be paid by Client to VirtuWorks, in full, prior to termination. This Agreement will not become effective or binding upon VirtuWorks unless signed and dated by a VirtuWorks authorized representative where indicated below.

During the term, and for a period of five (5) years after the termination, of this Agreement, VirtuWorks will not divulge to others any confidential information disclosed by Client to VirtuWorks in writing and clearly marked as confidential ("Confidential Information"). Confidential Information will not include any information that is:

• as of the time of its disclosure, or thereafter becomes, part of the public domain through a source other than VirtuWorks;
• made known to VirtuWorks by a third person who is not subject to any confidentiality obligation and does not impose any confidentiality obligation on VirtuWorks with respect to such information; independently developed by personnel of VirtuWorks without knowledge of the Confidential Information;

Or

• required to be disclosed pursuant to governmental authority, law, regulation, duly authorized subpoena or court order, whereupon VirtuWorks will provide written notice to Client prior to such disclosure.

All notices and other communications required or desired to be given pursuant to this Agreement will be given in writing and will be deemed duly given (i) upon personal delivery; (ii) on the third day after mailing if sent by registered or certified mail, postage prepaid, return receipt requested; (iii) on the day after mailing if sent by a nationally recognized overnight delivery service which maintains records of the time, place and recipient of delivery; or (iv) upon receipt of a confirmed transmission, if sent by telex or facsimile transmission, and in each case if addressed as follows: 2842 NW 79 Ave Doral, Florida 33122 , Fax: (305) 265-0872.

VirtuWorks and Client acknowledge and agree that the Additional Terms and Conditions available for review at http://www.VirtuWorks.net/exhibita.aspx as Exhibit A are incorporated into and made a part of this Agreement.