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XPERTECHS TERMS AND CONDITIONS

CUSTOMER contracts for, and XPERTECHS agrees to furnish, XPERTECHS Services, Software and Materials ("Services") in accordance with the terms and conditions below:

1. WORK SCHEUDLE

XPERTECHS will deliver Services set forth in the Customer Order Form in accordance with the schedule set forth in the Customer Order Form.

2. TERMS AND SCOPE OF AGREEMENT

This Agreement will become effective when signed by CUSTOMER and XPERTECHS and will continue until terminated by either party upon 30 days prior written notice, except as provided by Article 6 below.

3. TAXES

CUSTOMER will pay (or reimburse XPERTECHS), in addition to the charges specified in this Agreement, all taxes resulting from this Agreement, exclusive of personal property taxes on XPERTECHS owned equipment and net income taxes. If CUSTOMER is exempt from any taxes, it is the responsibility of CUSTOMER to provide XPERTECHS with the necessary documentation required by the taxing authority to sustain such an exemption.

4. INVOICES AND CHARGES

a. Description and cost of Services to be delivered to CUSTOMER will be in accordance with the Customer Order Form.
b. Charges for Services will be invoiced monthly or as specified on the Customer Order Form.
c. Invoices are due and payable on presentation unless otherwise specified in this Agreement. All invoices over 30 days are subject to a 11/2% per month (18% per annum) finance charge, plus all collection, attorney and /or court costs.

5. DISCLAIMER OF WARRANTY AND LIMITATION OF REMEDIES

CUSTOMER understands and agrees as follows:

a. THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES. EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH OTHER WARRANTIES ARE HEREBY DISCLAIMED AND EXCLUDED BY XPERTECHS.
b. XPERTECHS shall not be liable for any loss or damage caused by delay in furnishing Services or any other performance under or pursuant to this Agreement.
c. IN NO EVENT SHALL XPERTECHS's LIABILITY OF ANY KIND
INCLUDE ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (including damages for loss of business profits, business interruption, losses of business information or data, or failure to realize savings) REGARDLESS OF THE LEGAL FORM OR BASIS FOR ANY SUCH DAMAGES, DIRECTLY OR INDIRECTLY, IN CONNECTION WITH ANY CLAIM ARISING OUT OF THIS AGREEMENT OR THE FURNISHING, PERFORMANCE OR USE OF ANY OF THE GOODS OR SERVICES PROVIDED FOR HEREIN, EVEN IF XPERTECHS SHALL HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.
d. The sole and exclusive remedies for breach of any and all warranties and the sole remedies for XPERTECHS's liability of any kind (including liability for negligence except for personal injury caused solely by XPERTECHS's negligence) with respect to the Services covered by this Agreement and all other performance or nonperformance by XPERTECHS under or related to the Agreement shall be limited to the remedies provided in this Agreement as identified by the words "remedy" or "remedies."

6. TERMINATION

a. If CUSTOMER terminates this Agreement for any reason before all Services listed in the Customer Order Form have been delivered. CUSTOMER will owe XPERTECHS for work done and Services delivered to date, or a minimum contract amount as indicated in the Customer Order Form, whichever is greater.
b. If CUSTOMER fails to pay any sum due under this Agreement, or otherwise fails to fulfill its material obligations under this Agreement, XPERTECHS will provide written notice of the default to CUSTOMER. If within 5 days said default is not cured to XPERTECHS's satisfaction, then XPERTECHS will, without further notice, have the immediate right to terminate this Agreement and enter upon CUSTOMER's premises to repossess and remove any XPERTECHS-owned products or to request the CUSTOMER return same to XPERTECHS. CUSTOMER's obligation to pay all charges that have accrued will survive any termination of this Agreement. In addition, XPERTECHS's termination of this or such taking of possession will be without prejudice to any other remedies XPERTECHS may have, including, without limitation, all remedies with respect to the unperformed balance of this Agreement.

7. REMEDY

If XPERTECHS fails to fulfill its obligations to provide Services under any accepted Customer Order Form, CUSTOMER's sole and exclusive remedy is the right to recover an equitable amount not to exceed charges paid to XPERTECHS during the last three months of billable activity under the particular Customer Order Form in question.

8. INDEMNIFICATION

Each party shall not be responsible in any way for any act,
omission or representation of the other party or any agent, employee, subsidiary, subcontractor, supplier, partner or joint venture of the other party. Each party shall indemnify, hold harmless and defend the other party and its director, officers, and employees with respect to any and all actions, claims or demands that may be made or brought against the other party as a result of any act, omission or representation of the first party arising from this Agreement, and shall compensate the other party for its reasonable attorney's fees and expenses arising in connection therewith when given reasonable notification and assistance by the first party.

9. EXCLUSIONS FROM SERVICE

XPERTECHS will not be responsible for providing Services for damaged or failing equipment if the damage or failure is caused by:
a. Customer's failure to continually maintain a suitable environment prescribed by the applicable manufacturer.
b. Accident, Acts of God, disaster, transportation, vandalism, misuse or abuse:
c. Alteration of, or attachment to equipment not serviced under a XPERTECHS maintenance agreement.
d. Service of the equipment by other than XPERTECHS; or
e. Customer's use of, inadequate use of, or failure to use, supplies. However, Buyer may request and XPERTECHS will arrange for services to correct damage beyond repair, due to the foregoing causes. Such services will be provided at XPERTECHS's then-current rates for such services.

10. PRICE CHANGES

XPERTECHS may at any time adjust its basic charges for Services upon thirty (30) days prior written notice. In the event that XPERTECHS shall increase its basic charges, Customer may terminate this Agreement by giving written notice to XPERTECHS fifteen (15) days prior to the effective date of the price increase. XPERTECHS's charges for hourly rates, parts, and extended mileage, as provided in the applicable Service Plan, are subject to charge without notice.

11. DEFAULT

If Customer fails to pay any amount due hereunder or under any other agreement with XPERTECHS, XPERTECHS may at its sole option without further obligation to Customer, (a) refuse to continue to service the equipment, (b) furnish Services only on a "COD" basis, or (c) cancel this Agreement pursuant to Section 6.b of this Agreement. XPERTECHS shall be under no obligation to furnish any Services during any period of time within which Customer does not perform its responsibilities hereunder including but not limited to the timely payment of any charges then due XPERTECHS and providing XPERTECHS service personnel with full access and availability.

12. GENERAL PROVISIONS

a. Neither party will have the right to assign or otherwise transfer its rights or obligations under this Agreement except with written consent of the other party, provided, however, that a successor in interest by merger, operation of law, assignment, purchase or otherwise of the entire business of either party, will acquire all interest of such party hereunder, and XPERTECHS will be entitled to assign all or part of the payments under this Agreement. Any prohibited assignment will be null and void.
b. This Agreement shall be owned by XPERTECHS, llc.
c. This Agreement supersedes all prior oral or written proposals and communications between the parties related to this Agreement. d. Unless otherwise specified in this Agreement, this Agreement shall not be modified, amended, rescinded, cancelled or waived, in whole or in part, except by written amendment signed by authorized representatives of the parties.

13. DATA COMMUNICATIONS REQUIREMENTS

The Support Customer is required to provide pcANYWHERE with a dedicated Internet connection or 56k modem and phone line attached. The PC will be available to XPERTECHS Systems Engineers for remote access to the Support Customer's network server when required by XPERTECHS for resolution of reported network problems.