TERMS AND CONDITIONS APPLICABLE TO THE NETWORK SUPPORT CONTRACT: XXXXXXXXX Page: NSCT1

EFFECTIVE FROM: _________________ TO: _______________

WHEREAS Compel Technology Inc. (hereinafter referred to as COMPEL) and the CLIENT have entered into a Network Support Agreement, as defined by the Network Support Package purchased, the following terms and conditions shall apply to the Contract issued by COMPEL for the listed Services therein:

NETWORK SUPPORT RESPONSIBILITIES OF COMPEL

1.0.0 COMPEL shall provide Network Support in accordance with the following:

1.0.1 Service shall be available at the contracted site, by telephone or via remote connectivity as deemed necessary by COMPEL.

1.0.2 COMPEL shall provide labour during normal business hours 9:00 a.m. till 5:00 p.m. Monday to Friday, excluding regularly observed holidays.

1.0.3 At COMPEL's discretion, services may be performed outside normal business hours.

1.0.4 Telephone response Time shall be available within two business hours from when Compel is notified by the client unless a "Network Down Emergency" is made, in which case the response is upgraded to "Urgent" and made available within 60 business minutes.

1.0.5 Onsite response Time shall be available within four business hours after Compel has responded by telephone

unless a "Network Down Emergency" is made, in which case the response is upgraded to "Urgent" and made

available within three business hours.

1.0.6 Administrative Assistance response Times shall be available within eight business hours after Compel is notified either by an email (Electronic Mail) or by a received fax from the Client.

1.0.7 To insure a proper server environment and to assist with the identification of recommended preventative services, shall provide a yearly onsite inspection of the server room including the server(s), hub(s), router(s) and cabling. An inspection report, including preventative maintenance recommendations will be provided upon completion.

1.1.0 Network Support Responsibilities of Server(s) include:

Maintaining the integrity of the Network Operating System based on "Event Errors” as identified by the operating system event log(s).

1.1.2 Support of tape backup issues as identified by the system or the client's designated

"in-house administrator"

1.1.3 In the event of a Server system crash, once the Hardware has been repaired, COMPEL will restore the System, from the last known good backup, to its previous operational state.

1.2.0 Network Support Responsibilities of Workstations(s) include:

1.2.1 Maintaining the integrity of the workstation's Network Connection to the Server(s) resources,

network printers, and (if available) the Internet Gateway.

1.2.2 In the event of a Workstation system crash, once the hardware has been repaired, COMPEL

will install and configure the Network Configuration required to establish connectivity to the Server(s) and Network Printers to its previously connected state.

1.3.0 Network Support Responsibilities of Network Printer(s) include:

1.3.1 Maintaining the integrity of the printer's Network Connection to the Server's printer driver and spooler.

1.3.2 In the event of a Printer failure, once the hardware has been repaired, COMPEL

will install and configure the Network Printer Driver required to establish connectivity to the Server's spooler to its previously connected and shared state.

1.4.0 Network Support Responsibilities of Network Switch(es) include:

1.4.1 Maintaining the integrity of the switch's network Connection to the Server(s), printer(s) and workstation(s).

1.4.2 In the event of a Switch failure, a temporary loaner or replacement unit will be supplied on an urgent basis until the failed unit is repaired or replaced.

1.5.0 Network Support Administrative Responsibilities include:

1.5.1 Assisting the client's designated "in-house administrator" by telephone or remote access to add or delete users, including the setup of email, default shared folders, permissions, home folder and printers.

MONITORING SUPPORT RESPONSIBILITIES OF COMPEL (applies to MONITORED contracts only)

1.6.0 Weekly - Monitor Server Event log Status and Disk Space availability.

1.6.1 - Monitor Database and Server backup.

1.6.2 - Monitor Virus Protection Status using centralized AV tool.

1.7.0 Monthly- Perform Windows Updates and Patches on the Server as required.

- Perform and Submit Server Status Report.

1.8.0 Yearly - Validate Backup and Restore process and content.

- Review and submit Compel Service Report.

TERMS AND CONDITIONS APPLICABLE TO THE NETWORK SUPPORT CONTRACT: 170752 Page: NSCT2

EFFECTIVE FROM: 01 OCT 2006 TO: 30 SEP 2007

RESPONSIBILITY OF THE CLIENT

2.0.0 The client shall insure that the following are made available upon request:

2.0.1 At least one employee must be designated as the "in-house administrator" for purposes of providing onsite assistance to COMPEL.

2.0.2 Maintain a library of hardware drivers, software licenses and documentation in the event that the files or information are required for rebuilding purposes.

2.0.3 Provide an available telephone line, modem and communications program for remote dial in access. The telephone line can be shared- it does not have to be dedicated for this purpose.

2.0.4 Allow full access to the System(s) and have working space, electricity, and a phone line for

use by the onsite technician.

2.1.0 The client shall insure that these items, as recommended by the respective original hardware or software manufacturer are performed:

2.1.1 Daily, weekly and monthly complete server back-ups including the Operating System,

Application Programs and Data files with an off-site backup securely filed away.

2.1.2 Clean tape backup devices as recommended by the manufacturer.

2.1.3 Perform routine Anti-virus definition file updates using an industry standard antivirus program.

2.1.4 Provide local workstation backup solutions for users that choose not to save files onto the server.

MONITORING SUPPORT RESPONSIBILITIES OF CLIENT (applies to MONITORED contracts)

2.2.0 Provide COMPEL on-demand on-line access.

2.2.1 Insure daily replacement of tape backup media and monthly cleaning of tape drive.

2.2.2 Pre-Installed Centralized Server Based Antivirus Program or Management tool.

SUPPORT SERVICES NOT INCLUDED AND LIMITATIONS

3.0.0 Support Services do not include:

3.0.1 Repairs to defective hardware. Where the cause of the problem is diagnosed to be a faulty hardware component not covered by a Hardware Contract or the manufacturer's warranty, the client will be charged in accordance with COMPEL current billable rates and terms then in effect;

3.0.2 Performance of normal operator functions as described in operator's guide(s);

3.0.3 Increase in service time resulting from operator neglect or unique applications or misapplications. Performance of Services not included in the Service Maintenance will be charged in accordance with COMPEL current billable rates and terms then in effect.

3.0.4 Unless pre-approved with COMPEL, request(s) for support services by the Client to be performed outside normal business will be charged in accordance with COMPEL current billable rates and terms then in effect.

3.0.5 Services do not include maintenance, Application software, or hardware malfunctions caused by or related to defects in software. Email software is deemed to be an Application program.

3.0.6 Internet connectivity or performance issues caused by the Internet Service Provider (ISP).

3.0.7 Repairs necessitated by Client alteration of equipment or for the repair of unspecified accessories or unsupported peripherals which may be attached to the Equipment.

3.0.8 Connectivity or performance issues as a result of relocating the server or workstations.

3.0.9 COMPEL shall not be liable for delay in furnishing service or failure to furnish service if such delay or

failure is caused by an act of Mother Nature, strike, Governmental action, or any causes beyond the reasonable control of COMPEL.

3.1.0 Resolution of viruses or problems caused by the downloading of files from the Internet, unless such

downloading has been performed by COMPEL for support purposes.

3.1.1 Repair of network cabling unless certified and warranted by COMPEL.

SHIPMENT RESPONSIBILITIES OF COMPEL

4.0.0 COMPEL assumes no responsibility for shipments. Software and updates along with Data Files or Backups shall be shipped at the client's expense from COMPEL to the Client or appropriate site. COMPEL is not responsible for loss or damage during shipping.

TERMS AND CONDITIONS APPLICABLE TO THE NETWORK SUPPORT CONTRACT: 170752 Page: NSCT3

EFFECTIVE FROM: 01 OCT 2006 TO: 30 SEP 2007

PAYMENT SCHEDULE

5.0.0 The Client shall pay

5.0.1 one (1) yearly payment including applicable sales taxes due and payable at the commencement of this agreement or eleven (11) installments plus a 3% administration fee and including applicable sales, with the first and last installments due and payable at the commencement of this agreement and thereafter at thirty (30) day intervals.

5.0.2 The Client may cancel the agreement by giving thirty (30) days written notice of the decision to cancel.

5.0.3 If either party cancels the contract, the pro-rated prepaid balance of the contract, plus applicable sales taxes, excluding any penalty or interest, will then become due and payable to the Client.

ELIGIBILITY FOR SUPPORT SERVICE

6.0.0 This Agreement is contingent upon a properly functioning Network with licensed server(s) and clients.

a) COMPEL reserves the right to require an inspection of the Client's Equipment prior to the commencement of this agreement.

b) Should it be deemed necessary, certification of the Client's equipment and/or validation of Licensing must be performed (at the Client's Expense) prior to initiation of support under this agreement.

c) In the event that the Client is in default of payment, COMPEL reserves the right to withhold support services until the account is made current as defined in the Payment Schedule of this agreement.

LIMITATION OF LIABILITY AND WARRANTY

7.0.0 COMPEL disclaims all warranties (including all implied warranties of merchantability and fitness for a particular purpose).

7.1.0 In no event shall COMPEL be liable for any damages resulting from loss of data, profits, use of products or for any incidental or consequential damages, even if advised of the possibility of such damage.

7.2.0 Client's right to recover damages caused by COMPEL's fault or negligence shall be limited to monies actually paid by the Client of services involved. This limitation of COMPEL's liability shall apply regardless of the form of action, whether in contract or tort, including negligence.

CONDITIONAL SERVICE GUARANTEE

8.0.0 In the event that COMPEL does not provide the services as stated in the contract, the grieved Client, must notify COMPEL of their complaint within thirty (30) days. Should COMPEL be unable to rectify the problem within thirty (30) days of such notification, the Client may give COMPEL a cancellation notice at that time, in writing, with reference to the non-rectified grievance.

8.1.0 If the Client breaches any of the terms of this agreement, COMPEL, in addition to any other legal remedy it may have, may cancel this agreement effective upon written notice to the Client.

8.2.0 The terms and conditions of this agreement prevail over the terms and conditions of any purchase order submitted by the client for Support Services.

8.3.0 Only an Authorized Signing Officer or Director of COMPEL, by written agreement, has the power and authority to amend the terms on which COMPEL will supply service under this agreement.

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