PROFESSIONAL SERVICES AGREEMENT For Subcontracting Services

This PROFESSIONAL SERVICES AGREEMENT FOR SUBCONTRACTING SERVICES (hereinafter referred to as Agreement) dated _________________________ (Effective Date) is entered into by and between ______________________________ (hereinafter referred to as Contractor), and HSO Business Systems Inc. (hereinafter referred to as HSO), and describes the terms and conditions pursuant to which HSO will provide services through subcontract. In consideration of the mutual promises and upon the terms and conditions set forth below, the parties agree as follows: 1. Services Contractor agrees to retain HSO and HSO agrees to provide to Contractor, at mutually convenient times and places, consulting services as defined in the signed Statements of Work (hereinafter referred to as SOW). The SOW is a separate authorization agreement, which incorporates the terms, and the conditions set forth in this Agreement. A signed SOW authorizes HSO to perform such services as defined in the SOW and subject to the terms and conditions (hereinafter referred to as T&Cs) as set forth in this Professional Services Agreement For Subcontracting Services. Execution of this Agreement indicates acceptance of this Agreement. In the event additional terms and conditions are incorporated in the specific and signed SOW, these changes to the T&Cs will become the governing Terms and Conditions to the Agreement for this mutually agreed to SOW.

2. Scope of Services 2.1. As applicable, each SOW will address the following: scope of subcontracted services, proposed approach, deliverables, key assumptions, staffing, responsibilities of both parties, estimated project schedule and a statement of HSO's then-current rates. An issued SOW is valid for thirty (30) days from the proposed date of month, day and year. HSO reserves the right to re-quote if acceptance does not occur within the specified thirty (30) day period. A new SOW will be defined whenever there is a new or changed project objective, scope of deliverable(s) or when a change in project assumptions has a material impact on project cost estimates. Any consulting and professional services under this Agreement will be initiated only after a completed SOW has been approved and signed by an authorized individual for Contractor and for HSO. One authorized individual for Contractor and one authorized individual for HSO must sign each SOW for it to be binding under this Agreement. 2.2. The service fees ("Service Fees") set forth in the SOW are only an estimate unless defined as fixed priced SOW. If HSO determines that any such estimate will be materially exceeded the estimate provided in the SOW, it shall, within a reasonable period of time, notify Contractor. In such event, Contractor may elect to terminate the applicable SOW, in whole or in part, by written notice to HSO within thirty (30) days of receipt of such notification, provided that Contractor shall promptly pay HSO for all Services rendered through the effective date of termination. If HSOs Service Fee is less than the estimated, then estimated unused hours/days shall not be invoiced to Contractor.

3. Packaged Software/Work Product 3.1. HSO may provide to Contractor certain pre-packaged software developed and owned by a third party manufacturer (the "Packaged Software"). Contractor shall be required to enter into a separate license agreement with such third party manufacturer prior to delivery of such Packaged Software to Contractor by HSO.
HSO Business Systems Inc. 45495 Center Oak Plaza Suite 100 Sterling, VA 20166 USA PSASUBC rev 2/00 Tel (+1) 703.318.9495 Fax (+1) 703.318. 9496

3.2. In connection with the performance of the Services, HSO may develop, write or design, modifications, improvements or enhancements to the Packaged Software (the "Enhancements"), documentation, training materials, computer media and other tangible work product, and ideas, concepts, know-how and techniques related thereto (collectively, the "Work Product"). All right, title and interest in and to the Work Product, including all copyrights (and renewals and extensions thereof), patents, trade secret rights, trademarks and other proprietary rights in and to the Work Product in all media and forms of expression and communications now known or later developed shall, as between HSO and Contractor, be owned exclusively by HSO. The foregoing shall be effective as to each item created by HSO as of the moment such item is fixed in a tangible medium whether or not such item is complete. Accordingly, HSO shall own all works in progress. HSO hereby grants to Contractor, subject to Contractor's payment of all applicable fees and expenses, a nonexclusive, limited transferability to Contractors Client as defined in SOW, royalty-free license to use the Work Product only for purposes of Contractor's Client internal business and not for the provision of software or services to any third parties. 3.3. HSO may provide to Contractor certain hardware and related equipment manufactured by a third party as may be set forth in the SOW (the "Equipment"). Contractor may be responsible for installation of such Equipment. Contractor shall provide a stable environment for performance of the Services.

4. Services Fees 4.1. Contractor shall pay a Service Fee for the Services and all other applicable charges in accordance with this Agreement and the applicable SOW unless a Professional Services Agreement and SOW covering such services and signed by HSO and Contractors Client assuming such responsibility for payment of services. All future rates and charges are subject to change on an annual basis. 4.2. Service Fees and all applicable out-of-pocket expenses shall be invoiced weekly and shall be due and payable upon receipt of the invoice by Contractor or Contractors Client. Invoices shall not be subject to withholding, deduction or offset of any amounts for any purpose. 4.3. If Contractor subcontracts HSO for services to be re-invoiced to another party, the payment of such services will not be conditioned on the payment by the other party. Contractor is liable for all payments in a timely manner and responsible. 4.4. Service cancellation requests received by HSO seventy two (72) hours or less prior to the scheduled service will be subject to a cancellation fee equal to fifty (50%) percent of the estimated cost of the scheduled service as set forth in the Services Proposal. In any event, all out-of-pocket expenses incurred by HSO in anticipation of scheduled service, which is canceled by Contractor at any time, will be invoiced to Contractor and Contractor shall pay such expenses in accordance with this Agreement. 4.5. Contractor shall pay all sales, use or other taxes, fees or duties not based on income, arising out of this Agreement. 4.6. HSO reserves the right to charge a late payment fee on any past due accounts equal to the lesser of (a) 1.5% per month (18%) per annum), or (b) the maximum allowed by governing laws of the state where services are performed. Contractor shall further be responsible for all costs incurred by HSO in connection with any claim made by HSO in order to recover payment of Contractor's account, including without limitation, all professional fees and legal costs. 4.7. Contractor agrees that its right to the benefits of any services rendered by HSO under this Agreement may be suspended by HSO on HSO's written notice, effective immediately on receipt and for such time as Contractor remains in arrears.
HSO Business Systems Inc. 45495 Center Oak Plaza Suite 100 Sterling, VA 20166 USA PSASUBC rev 2/00 Tel (+1) 703.318.9495 Fax (+1) 703.318. 9496

Upon receipt of notice of delinquency all monies in arrears must be paid in full unless a payment plan is agreed to by HSO. 4.8. Services will commence as soon as practical following HSO's receipt and acceptance of a signed copy of this Agreement and the SOW or other written authorization of the Services. Notwithstanding the foregoing, no terms, provisions or conditions of any purchase order or other business form or written authorization used by the Contractor will have any effect on the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of HSO to object to such terms, provisions, or conditions.

5. Work Schedule and Personnel 5.1. The SOW may include an estimated schedule for performance of the services and anticipated personnel assignments. HSO will use reasonable commercial efforts, consistent with sound business practices, to meet the estimated schedule and to honor the specific requests of the Contractor with regard to the assignment of HSO employees, provided, however, that HSO reserves the sole right to make all final decisions. 5.2. HSO will retain the sole and exclusive right to control or direct the manner or means by which the Services are performed and may subcontract or assign any or all of its obligations and rights under this Agreement. Any such subcontract or assignment is subject to Contractor's consent, which consent shall not be unreasonably withheld or delayed.

6. Control and Supervision 6.1. Each party shall designate a Manager and who shall be responsible for directing the specific activities of each party's respective employees, agents and consultants, and have sufficient authority to respond on all technical, administrative and supervisory matters arising in connection with the performance of the Services. Either party may replace its Manager upon reasonable notice to the other party.

7. HSO's Obligations 7.1 HSO agrees to use its best efforts and abilities in performing the Services, and to give Contractor the full benefit of HSO's knowledge, experience, judgement and expertise in rendering advice to Contractor on the matters and subjects requested under this Agreement and each applicable SOW.

8. Contractor's Duties and Responsibilities 8.1. Contractor management and staff shall make available in a timely manner at no charge to HSO all information and resources required by HSO for the performance of the Services. Information may include plan descriptions; employee communications; internal audit reports; MIS operations/run-time procedures; previous task force reports; organization charts; job descriptions; current staffing levels; procedure manuals; work flow documentation; administrative policies; departmental budgets and cost summaries; technical data, computer facilities, programs, files, documentation, test data, sample output; and other relevant materials. Contractor is responsible for timely review and turnaround of all documents requiring Contractor approval. Contractor will be responsible for, and assumes the risk of any problems resulting from, the content, accuracy, completeness and consistency of all such data, materials and information supplied by Contractor. 8.2. Contractor shall provide, at no charge to HSO, office space, (international) telephone connections and Internet access services and equipment (such as copiers, fax machines and modems) as HSO reasonably requires to perform the Services.
HSO Business Systems Inc. 45495 Center Oak Plaza Suite 100 Sterling, VA 20166 USA PSASUBC rev 2/00 Tel (+1) 703.318.9495 Fax (+1) 703.318. 9496

8.3. As applicable, the responsibility for the proper implementation of any software is with the Contractor; HSO's role is to assist the Contractor with such implementation. Tasks that are primarily the responsibility of Contractor's personnel will remain Contractor's responsibility and will remain under Contractor's supervision, management and control, even if HSO assists Contractor in performing such tasks. 8.4. Contractor shall provide sufficient, qualified personnel capable of performing all of Contractor's duties and obligations under this agreement and under each SOW. 8.5. Contractor shall name a suitable, experienced person as its representative to serve as its Project Manager (PM). Contractors PM shall be available to HSOs Project Manager or on site representative during normal business hours throughout the time during which HSO is to render services under the Contract and shall have authority to make decisions promptly and binding on Contractor with respect to (a) any questions arising out of the SOW or the performance thereunder, (b) any amendment or modification of the SOW. 8.6. Contractor will, as soon as practicable, following delivery of services by HSO, check all performance to determine any deviation from agreed specifications in the SOW. Contractor agrees that it will notify HSO in writing the particulars of any such deviation as promptly as feasible, in such detail as HSO may reasonably request, and in no event later than four weeks immediately following delivery/installation. In the absence of such notification or by payment of the corresponding invoice, HSO shall be conclusively deemed to have performed according to the agreed specifications in the SOW.

9. Relationship of Parties 9.1. Independent Contractors. Each party will be and act as an independent contractor and not as an agent or partner of, or joint venture with, the other party for any purpose related to this Agreement or the transactions contemplated by this Agreement, and neither party by virtue of this Agreement will have any right, power or authority to act or create any obligation, expressed or implied, on behalf of the other party. 9.2. Contact Person. Each party will appoint in writing an employee or agent of such party to act as the Contact Person for all communication between the parties related to the Services. The Contact Person will be responsible for monitoring the status of the Services and will schedule regular meetings with both technical and management personnel of each party to review the status of the Services. Either party may change its Contact Person upon written notice to the other. 9.3. Non-solicitation. During the term of these this Agreement and for two years thereafter, without HSOs prior written consent neither Contractor or Contractors Client where services were performed, nor any of its affiliates shall, directly or indirectly, solicit for employment, offer employment to, employ or engage as a consultant any individual who is then employed, or any individual who was employed within the preceding 12 months, by HSO or any of its affiliates and who was in any way related to HSOs provision of services pursuant hereto, unless and until Contractor pays to HSO, as liquidated damages and not as a penalty, an amount equal to the aggregate salary and wages (including bonuses) paid by HSO or any of its affiliates to such employee during the 12 months prior to the date such employee is employed or engaged by Contractor.

10. Confidential Information 10.1. In connection with this Agreement, each party will be exposed to or acquire information and materials which are proprietary and confidential to the other party or its Contractors. Any such information and materials which are clearly labeled as "proprietary", "confidential" or with a similar designation and is obtained by the other party or its employees, agents or representatives in the performance of this Agreement, including, but not limited to,
HSO Business Systems Inc. 45495 Center Oak Plaza Suite 100 Sterling, VA 20166 USA PSASUBC rev 2/00 Tel (+1) 703.318.9495 Fax (+1) 703.318. 9496

information about computer programs or systems developed or improved by either party, data, scientific or technical information and procedures, legal or business affairs, business plans, financing, costs, profits, markets, sales, products, key personnel, customers, prospective customers, pricing, policies or operational methods, plans for future developments for the business of either party and other information which is not readily available to the public, shall be deemed to be confidential and proprietary information of such party. The Work Product shall be considered confidential property of HSO without the necessity of including a written notice. HSO and Contractor shall hold such information and materials in strict confidence, and shall not copy, reproduce, sell, assign, license, market, transfer, give or otherwise disclose such information and materials to third parties or to use such information and materials for any purposes whatsoever, without the express written permission of the other party and shall advise each of its employees, agents and representatives of their obligations to keep such information and materials confidential. All such confidential and proprietary information, in whatever form, is hereinafter collectively referred to as "Confidential Information". 10.2. HSO and Contractor acknowledge that disclosure of any Confidential Information of the other party will give rise to irreparable injury to the owner of such Confidential Information, inadequately compensable in damages. Accordingly, each party may seek and obtain injunctive relief against the breach or threatened breach of this section in addition to any other legal or equitable remedies, which may be available.

10. 10.1

Warranty HSO WARRANTS THAT THE SERVICES SHALL BE PERFORMED IN A PROFESSIONAL, WORKMANLIKE MANNER. IN THE EVENT OF A BREACH OF THIS WARRANTY, HSO SHALL RE-PERFORM THE APPLICABLE SERVICES WITHIN A REASONABLE TIME PROVIDED THAT CONTRACTOR NOTIFIES HSO WITHIN TEN (10) BUSINESS DAYS FOLLOWING THE DATE OF COMPLETION OF THE SERVICES FOR WHICH THE CLAIM IS ASSERTED. HSO WARRANTS THAT ANY ENHANCEMENTS DEVELOPED BY HSO FOR CONTRACTOR HEREUNDER SHALL PERFORM IN SUBSTANTIAL CONFORMANCE WITH THE MUTUALLY AGREED UPON WRITTEN SPECIFICATIONS BETWEEN HSO AND CONTRACTOR FOR A PERIOD OF NINETY (90) DAYS FROM DELIVERY, PROVIDED THE ENHANCEMENTS ARE USED IN A MANNER CONSISTENT WITH ANY APPLICABLE SOFTWARE CONFIGURATION SPECIFICATIONS OR MINIMUM EQUIPMENT REQUIREMENTS. DURING THE NINETY (90) DAY WARRANTY, HSO WILL MAKE REASONABLE EFFORTS TO CORRECT SUCH ERRORS REFLECTING SIGNIFICANT DEVIATIONS FROM THE MUTUALLY AGREED UPON WRITTEN SPECIFICATIONS BETWEEN HSO AND CONTRACTOR. THIS IS THE SOLE AND EXCLUSIVE REMEDY OF CONTRACTOR IN RELATION TO THE ENHANCEMENTS. BECAUSE NOT ALL ERRORS IN SOFTWARE ARE MATERIAL TO THE USE OR OPERATION OF THE SOFTWARE, HSO DOES NOT WARRANT THAT ALL ENHANCEMENT DEFECTS WILL BE CORRECTED IN ACCORDANCE WITH THIS SECTION. SIMILARLY, HSO DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE ENHANCEMENTS WILL MEET CONTRACTOR'S REQUIREMENTS OR THAT THE ENHANCEMENTS WILL OPERATE IN COMBINATIONS SELECTED FOR USE BY CONTRACTOR.

10.2

10.3. CONTRACTOR AGREES TO LOOK SOLELY TO THE WARRANTIES AND REMEDIES, IF ANY, PROVIDED BY THE THIRD PARTY MANUFACTURER OF THE PACKAGED SOFTWARE AND EQUIPMENT. HSO MAKES NO WARRANTY OR REPRESENTATION TO CONTRACTOR IN RELATION TO THE PACKAGED SOFTWARE OR THE EQUIPMENT, WHICH IS PROVIDED "AS IS". CONTRACTOR AGREES HSO WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, LOST DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (EXCLUDING NEGLIGENCE), STRICT PRODUCT

HSO Business Systems Inc. 45495 Center Oak Plaza Suite 100 Sterling, VA 20166 USA

PSASUBC rev 2/00 Tel (+1) 703.318.9495 Fax (+1) 703.318. 9496

LIABILITY, OR OTHERWISE, EVEN IF HSO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES FROM THE USE OF PACKAGED SOFTWARE. 10.3 AT THE REQUEST OF CONTRACTOR, HSO AGREES TO PROVIDE CONTRACTOR WITH REASONABLE ASSISTANCE IN INTERFACING WITH THE THIRD PARTY MANUFACTURER, IN RELATION TO WARRANTY ISSUES ASSOCIATED WITH PACKAGED SOFTWARE AND EQUIPMENT PROVIDED TO CONTRACTOR BY HSO. EXCEPT AS SET FORTH IN THIS SECTION 10, HSO SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE SERVICES, PACKAGED SOFTWARE, ENHANCEMENTS, EQUIPMENT AND WORK PRODUCT, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF TITLE OR AGAINST INFRINGEMENT, ANY IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND CONTRACTOR SPECIFICALLY WAIVES ANY AND ALL SUCH WARRANTIES. NO EMPLOYEE, AGENT, REPRESENTATIVE OF AFFILIATE OF HSO HAS AUTHORITY TO BIND HSO TO ANY ORAL REPRESENTATION OR WARRANTY NO EXPRESSLY CONTAINED IN THIS AGREEMENT AND/OR SOW IS UNENFORCEABLE.

10.4

10.5

11.

Limitation of Liability

11.1 If HSO or any of its affiliates, or any of their respective Officers, Directors, Employees, Agents or HSOs, is ever liable to Contractor for one or more breaches, disputes, controversies or claims arising under or in connection with any exhibit or the relationship created hereby (whether any such breach, dispute, controversy or claim is based upon contract, tort (including negligence), statute, equity or any other legal theory), (i) the cumulative amount of all damages and penalties, if any, recoverable by Contractor for all such breaches, disputes, controversies and claims will not exceed, in the aggregate, an amount equal to the total amount of the fees (excluding unamortized prepaid fees, if any) paid by Contractor under applicable SOW during the three months immediately preceding the final determination of the amount of such damages recoverable by Contractor, (ii) recovery of such amount as limited hereby will be Contractors sole and exclusive remedy, and (iii) Contractor releases HSO and its affiliates, and their respective Officers, Directors, Employees, Agents from any liability in excess of such amount. 11.2 In no event will HSO or any of its affiliates, or any of their respective officers, directors, employees, agents or subcontractors be liable to Contractor or any other person for (i) any special, indirect, incidental or consequential damages, even if HSO or such other person has been advised of the possibility of such damages, (ii) punitive damages, loss of anticipated profits, savings or business, loss of commercial reputation or other economic loss, or (iii) damages that could have been avoided, using reasonable diligence, by Contractor or such other person. 11.3 Contractor shall indemnify HSO against all claims by third parties related to (the performance of) this Agreement.

12. Term and Termination This Agreement shall begin upon execution by the last party and continue thereafter unless terminated in writing by the parties pursuant to this Section 12.

12.1 This agreement may be terminated (i) by either HSO or Contractor, with or without cause, upon 30 days prior written notice; or (ii) by either party in the event of breach, provided that such breach is not cured within thirty (30) days from the date of written notice thereof by non-breaching party, or (iii) by HSO immediately upon Contractor's bankruptcy (voluntary or involuntary), insolvency or assignment for the benefit of its creditors, or the appointment of a receiver for all or substantially part of Contractor's assets.
HSO Business Systems Inc. 45495 Center Oak Plaza Suite 100 Sterling, VA 20166 USA PSASUBC rev 2/00 Tel (+1) 703.318.9495 Fax (+1) 703.318. 9496

12.2 Upon termination of this Agreement, (i) Contractor shall promptly pay all fees payable to HSO in respect of Services performed through the date of termination, plus any reasonable costs incurred in winding down any Services that are ongoing as of the date of termination (defined as st the 31 day after a Notice of Termination is sent pursuant to Section 12.1 i, ii or immediately pursuant to 12.1 iii), including, but not limited to payments to subcontractors and for Work Product, Equipment or Packaged Software that cannot be sold, canceled or otherwise used by HSO in other operations; and (ii) each party shall return or destroy, at the direction of the other party, all Confidential Information of the other party then in its possession.

13.

Scope Change Control Procedure

If either of the parties desires to change the scope of a SOW, the following procedures will apply; (i) The party who requests the change (the "Originator") will forward to the other party (the "Recipient") a change request ("Change Request") which will include the following; -Project identification -Originator's name and title -The date of the Change Request -A description of the proposed change -The reason for the proposed change (ii) HSO will assign a number to and log each Change Request. (iii) All Change Requests will be categorized by the Originator as Priority 1 (urgent) or Priority 2 (ordinary) or Priority 3 (post acceptance). (iv) HSO will make reasonable efforts to investigate the impact of the Change Request on the price, timetable, services, requirements and relevant obligations under the Agreement (the "Impact Study") in accordance with the schedule set forth in the applicable Project plan for each priority category. (v) If Contractor is the Originator, HSO will inform the Contractor if there will be any charges for HSO services in conducting the Impact Study and Contractor will decide whether HSO should conduct the Impact Study. If Contractor approves the services charge for the Impact Study, then HSO shall proceed to prepare the Impact Study completion, the Impact Study will be delivered to Contractor, and shall include any changes to the price, timetable, services scope and relevant obligations of the parties under the agreement, as applicable. (vi) If Contractor accepts the Impact Study, then the parties shall each sign the Impact Study, which shall be deemed to amend this Agreement. HSO shall then proceed to implement the applicable Change Request in accordance with the Impact Study.

14. General Provisions

14.1 This Agreement and each SOW pursuant to which HSO performs Services for Contractor hereunder contain the entire and only Agreement between the parties with respect to the subject matter hereof. 14.2 Nothing in this Agreement and nothing in HSO's statements to Contractor can or shall be construed as a promise or guarantee about the successful outcome of the consulting services to be provided under this Agreement or under any SOW. Contractor acknowledges and agrees that the accomplishment of the goals established for this engagement will require each party to fully cooperate with the other party, to fulfill its role and perform its obligations in a timely manner with personnel qualified to perform the tasks assigned and to coordinate its efforts with the efforts of the other party and that all services provided will be the result of the parties joint input and efforts. Accordingly, Contractor shall retain the right and also the responsibility to make decisions with respect to such
HSO Business Systems Inc. 45495 Center Oak Plaza Suite 100 Sterling, VA 20166 USA PSASUBC rev 2/00 Tel (+1) 703.318.9495 Fax (+1) 703.318. 9496

services and their implementation with respect to its business, and HSO makes no representation or warranty with respect thereto. 14.3 Both HSO and Contractor may use the other as a favorable reference and indicate to third parties that such party provides or receives (as applicable) services hereunder. The parties may disclose the existence and general nature of this Agreement. HSO, in connection with its marketing activities, can disclose to prospective Contractors statistical and other general information of Contractor including the use of the Contractors trademarks, service marks and trade names.

IN WITNESS WHEREOF, the parties have executed this Agreement.

Contractor

HSO Business Systems Inc.

Authorized Signature

Authorized Signature

(print name and title)

(print name and title)

HSO Business Systems Inc. 45495 Center Oak Plaza Suite 100 Sterling, VA 20166 USA

PSASUBC rev 2/00 Tel (+1) 703.318.9495 Fax (+1) 703.318. 9496