For the purpose of this agreement, 'Normal Business Hours' will be the period from 8:30 a.m. to 5:30 p.m. local time, Monday thru Friday excluding holidays observed by Marloe Group Incorporated ('MGI').

II. RESPONSIBILITIES OF MARLOE GROUP:

Upon the terms and conditions hereinafter set forth on the Service Repair Order (SRO) or by the purchase of block hours, including payment of the charges set forth in paragraph III hereof, Marloe Group agrees to provide the following services:

A. HARDWARE SUPPORT:

1. Marloe Group shall repair or replace any modules, parts, or pieces of the hardware if such repairs or replacement, in Marloe Group's opinion, are necessary for the proper operation of the Hardware under normal operating conditions (Modules, parts, or pieces of the Hardware removed in connection therewith become the property of Marloe Group). Repair or replacement of modules, parts, or pieces may be accomplished with either new or reconditioned units at Marloe Group's option. Marloe Group shall supply both parts and labor.

2. Marloe Group shall provide such other service to the Hardware as may be required for proper operation of the Hardware under normal operating conditions, as determined by Marloe Group.

3. All Parts furnished by Marloe Group in connection with Time and Materials Service under this Agreement are warranted for a period of thirty (30) days from the date of their installation, and Marloe Group's liability shall be limited solely to correcting such defects without charge or, at Marloe Group's option, reimbursement of the price paid for the Parts.

4. Marloe Group defines the "SYSTEM" as the hardware electronic devices that the Customer has determined is in error or defective. Marloe Group reserves the right to include ancillary devices which may or may not have an effect on system performance, customer defined error or defect, and will by process of elimination secure from fault the process, device or software which has or could possibly cause a defect or error. Marloe's sole responsibility to customer is to determine the defect, the root cause of the defect and resolve the issue to the best of Marloe Group's ability. Failure to resolve an issue, repair a defect or correct an error does not grant the Customer termination of Customer's obligation to pay under the auspices of this document. Marloe Group is contracted as a technical resource and is compensated for hours worked regardless of the outcome of the Customer error or defect.

B. SYSTEM SUPPORT:

Customer shall pay Marloe Group for the following:

1. Labor, per diem expenses, and parts (if applicable) based upon the then current rates of Marloe Group.

2. The repair of damage or increase in service time: caused by accident, transportation neglect or misuse, and for alterations which shall include, but not be limited to (a), any deviation from structural equipment design as provided by Marloe Group; (b) installation or removal of Marloe Group features, or any other modification performed by other than Marloe Group; and

3. The repair of damage or increase in service time resulting from failure to provide a suitable installation environment with all facilities as prescribed by Marloe Group (including but not limited to, failure of or failure to provide, adequate electrical power, air conditioning or humidity control); and

4. The repair of damage or increase in service time attributable to use of the system: a) for purposes other than those for which the System was designed; (b) in a manner other than that in which the customer was instructed by Marloe Group personnel or that for which the System was designed: and

5. The repair of damage or increase in service time resulting from field engineering services, programming services, and operations procedure changes from unauthorized sources.

C. TIMING OF SERVICE:

All services provided hereunder shall be performed during Normal Business Hours and shall be subject to the availability of service representatives and parts. Any service requested by Customer, and required to be performed all or in part outside Normal Business Hours, shall be subject to the extra charges provided for in paragraph III (B) below

III. CHARGES:

A. BASIC CHARGE:

The charges for services rendered hereunder, other than services for which additional charges are imposed under paragraph III (B) below, are as set forth on the face of the Service Repair Order (SRO), or in a pre-paid block of ten hours; shall commence on the Divisional Effective Date, and shall be paid in advance on the ANNUAL, QUARTERLY or MONTHLY basis. The first and last payment may be prorated at Marloe Group's option. A PAYMANT NOT RECEIVED WITHIN (60) DAYS OF ORIGINAL INVOICE DATE WILL RELIEVE Marloe Group OF ANY AND ALL OBLIGATIONS. Any taxes or fees imposed by any federal, state, municipal governmental authority (other than income taxes of Marloe Group arising out of services to be performed hereunder) that may be applicable to the services to be performed or materials sold under this Agreement and any and all duties, Tariffs and brokerage charges shall be added to the total Annual, Semi Annual or Quarterly charges and paid by the Customer except where the Customer shall have provided a proper certification of exemption therefrom.

B. ADDITONAL CHARGES:

The following services rendered under this Agreement require payment of the additional charges hereinafter described:

1. Services rendered after Normal Business Hours pursuant to paragraphs II (A) (2) and II (B) (2) of this Agreement, and which services are not necessitated by incorrect or abnormal use of the System. are subject to Marloe Group for labor at its then current rates, however, if a Customer lives outside of a zoned area such as 25 miles outside of the city of Houston, Texas, such Customers are also subject to a charge per mile for each service representative and provided further, if such services are required to be rendered (all or part) outside of Normal Business Hours, Customers shall also pay Marloe Group for labor at its then current rates.

2. For services rendered pursuant to paragraphs II (A)(2) and II (B)(2) which are necessitated by abnormal or incorrect usage of the System, Customer shall pay Marloe Group for parts, labor and per-diem expense based upon the then current rates of Marloe Group.

3. For the time waiting for the Customer to make the System available to the Marloe Group service representative beyond fifteen (15) minutes as specified in paragraph IV (B) based upon the then current rates of Marloe Group.

4. For travel time and expenses, at Marloe Group's then current rates, as may be incurred in responding to each call for Time and Materials Service.

IV. RESPONSIBILITIES OF THE CUSTOMER:

A. DATA INTEGRITY

It is the responsibility of the Customer to ensure that all of its files are adequately duplicated and documented. Marloe Group will not be responsible for Customer's failure to so do, nor for the cost of reconstructing data stored on disc files, tapes, memories, etc. lost during the course of performance of Time and Material Service.

B. SITE PREPARATION

The Customer shall provide, free of charge and with ready access, parking, working space, heat, light, ventilation (air conditioning), electric current and outlets for the use of Marloe Group in performing services under this Agreement.

C. ACCESS TO SYSTEM:

When Marloe Group performs services pursuant to the Agreement, the Customer agrees to make the Systems available for Marloe Group's use no more than fifteen (15) minutes after the arrival of the service representative, provide a responsible party on site while support services are being performed, for reasonable time increments and at no charge to Marloe Group.

D. UNAUTHORIZED MAINTENANCE:

The Customer shall not authorize, cause or permit maintenance, repairs or changes to be made or attempted on the System Hardware or Software during the term of this Agreement, except as provided by Marloe Group under this Agreement or as specified and approved in writing by Marloe Group. Marloe Group reserves the right to refuse Time and Materials Service on Equipment which does not contain required safety features or has been altered or attached to other Equipment in a manner judged to be hazardous by Marloe Group. Marloe Group shall have no liability for any unauthorized maintenance, repairs or changes to the System and any services performed by Marloe Group because of such unauthorized maintenance, repairs or changes shall be paid for by the Customer, on the basis provided in paragraph III (B)(2) hereof.

E. ACCURACY CONTROLS:

This Customer shall assume the responsibility for its use of the System, including but not limited to the following:

1. Assuring proper System configuration, audit controls and operating methods.

2. Implementing sufficient procedures and check points to satisfy its requirements for security and accuracy for input and output as well as restart and recovery.

3. Performing random sampling or test checking of the working product from time to time in order to verify the accuracy of the processed data

4. Maintaining an accurate and adequate database including financial records, credit files and other relevant information.

5. Performing all backup procedures regularly according to the specified frequencies in application operation documentation

6. Having a familiarity with documentation regarding use and features of System.

V. EXCLUSIONS:

A. Marloe Group shall not be required to provide any of the following services with respect to the System.

1. Electrical work external to the Hardware

2. Repairs or replacement of magnetic media, platens, supplies, or accessories, painting or refinishing Hardware or providing material therefor; performing services connected with relocation of Hardware; or adding or removing accessories, attachments or other devices not furnished by Marloe Group.

3. Such service which is impractical for Marloe Group to render because of connections by mechanical and/or electrical means to Hardware not approved by Marloe Group. Marloe Group is not responsible for any failure to render Time and Materials Service due to strikes or causes beyond its reasonable control.

VI. LIMITATION OF LIABILITY:

A. Marloe Group shall not be liable for any failure or delay in performance of services under this Agreement due in whole or in part to any cause beyond Marloe Group’s control, including without limitation delays caused by unavailability of parts service representatives or transportation problems.

B. Marloe Group shall not be liable for any indirect, special or consequential damages arising out of this Agreement or the service provided hereunder

C. Marloe Group shall not be liable for loss destruction or damage of programmed information, unless such loss destruction or damage is due to the gross negligence of Marloe Group, in which event its liability shall be limited to restoring the lost, destroyed or damaged programs, provided such restoration can be reasonably performed by Marloe Group. Customer will furnish Marloe Group with all information necessary for such restoration.

D. The sole remedy for Marloe Group liability, if any, under this Agreement, other than the remedy provided in paragraph VI(C) above, shall be limited to re-performance of any service provided by Marloe Group or a refund not to exceed the amount paid by the Customer to Marloe Group for the applicable service.

VII. MARLOE GROUP PERSONNEL:

Marloe Group shall have the right to determine which of its personnel will be assigned to a particular service, to replace or reassign such personnel and to subcontract to qualified third persons part or all of the performance of the services to be provided hereunder.

VIII. WARRANTY LIMITATIONS:

There are no express or implied warranties, including the implied warranties of merchantability and fitness for a particular purpose, respecting the services to be provided by Marloe group hereunder.

IX. INDEMNIFICATION:

Customer will indemnity and hold harmless Marloe Group from any loss, claim or damage to persons or property arising out of this Agreement or Customer's possession of the System or use thereof, which indemnity will survive and termination of this Agreement, provided that such loss, claim or damage was not caused by the gross negligence of Marloe Group. Marloe Group will not be liable for loss of funds contained in, dispensed by or associated with any Equipment upon which Time and Materials Service is performed.

X. DATA SAFEGUARDS:

All written and electronically stored information submitted by Customer to Marloe Group in connection with services performed by Marloe Group hereunder and which is identified in writing as Customer proprietary information will be safeguarded by Marloe Group during the period services are performed hereunder to the same extent as it safeguards (i.e., information relating to its own business). Marloe Group will bear no responsibility for safeguarding information which is publicly available, already in Marloe Group's possession or known to it, or obtained by Marloe Group from third parties.

XI. PRODUCT ACCEPTABILITY

The System shall be subject to inspection by Marloe Group at the expense of the Customer based upon the then current rates of Marloe Group. If in Marloe Group's opinion, the System is not in acceptable condition Marloe Group shall notify the Customer of any repairs or adjustments it deems necessary to bring the System up to an acceptable condition. To be eligible for maintenance under this Agreement, the Customer shall pay Marloe Group, at the rates charged from time to time, for the services rendered (including parts labor and travel expenses) as set forth in paragraph III hereof. Upon the installation or modification of any Software it will be conclusively presumed that the Software is correctly implemented unless the Customer shall otherwise notify Marloe Group within 10 business days after receiving notice of the change.

XII. HARDWARE CHANGES:

Marloe Group shall have the right, at its own expense, to make such changes as it deems advisable to reduce service time hereunder; provided that such changes do not substantially reduce performance capabilities of the System.

XIII. MISCELLANEOUS:

A. WAIVER.

No delay or failure of either party exercising any rights hereunder and no partial or single exercise thereof, shall be deemed to constitute a waiver of such right or any other rights hereunder.

B. ASSIGNMENT.

This Agreement may not be assigned by the Customer without prior written consent of Marloe Group.

C. HEADINGS.

Paragraph headings are included for convenience only and are not to be used to construe or interpret this Agreement

D. APPLICABLE LAW.

This Agreement shall be construed and enforced in accordance with, and the laws of the State of Texas hereof shall govern the validity and performance.

E. ENTIRE AGREEMENT.

This agreement and any schedules or exhibits attached hereto, constitute the entire Agreement of the parties, with respect to the furnishings of services herein described and shall be binding upon such successors and assigns of the parties hereto, except as limited by Paragraph XIII (B) hereof.

F. NOTICE.

Any notice, request, order, or demand required or permitted to be given under this Agreement to either party shall be in writing and shall be deemed given when deposited in the United States mail, postage prepaid, and either addressed to the Customer, at the location listed on the face hereof, or to Marloe Group. Either part may change its address by notice in accordance with this paragraph.

G. AUTHORITY TO ENTER CONTRACT.

The Customer represents that it is the owner of the Equipment subject to this Agreement or, if not the owner that the customer has authority to enter into this Agreement.

FSDM - Our methodology for IT has been built up from 20 years of computer networking experience, and what makes us different is we wrote it all down.

Managed Services - Our solution will allow you to manage your business while we take care of the tools that make your business run. Our experience guarantees your IT department will be a better more responsible department. Our policies and procedures give you tools to see what is really going on.

Documentation - We document our work, and your network. If things go bad and you have to evacuate the building, there are procedures for shut down, for evacuating equipment, and protecting data, written so that anyone can figure it out. Minimize your risk, call Marloe Group today.