by and between RELIACOM, LLC and Client

This agreement, dated March 29, 2000, is by and between RELIACOM, LLC (Service Provider) and Client (Client). The Client and the Service Provider hereby enter into this agreement to set forth their mutual promises and understandings.

ARTICLE I
DUTIES AND RESPONSIBILITIES

Section 1.1 Engagement of Service Provider. The Client
Client hereby engages the Service Provider to perform the duties and responsibilities set forth in this Agreement. The Service Provider will have all the rights and privileges incidental and necessary to the services contemplated under this agreement.

Section 1.2 Specific Duties and Responsibilities. The Service Provider is engaged pursuant to this Agreement to perform the following services on behalf of the Client:

• Information Technology support
• Other support services as requested by Client and agreed to by Independent Service Provider

ARTICLE II
COMPENSATION FOR SERVICES

Section 2.1 Compensation for Services. The Client shall compensate the Service Provider for services performed by a Tier 1 consultant at the rate of $50.00 per hour, by a Tier 2 consultant at the rate of $75.00 per hour and by a Tier 3 consultant at the rate of $95.00 per hour. If requested by the Company, then regularly scheduled service of no less than four hours in duration at least once per month shall be provided at a rate of $40.00 per hour for a Tier 1 consultant and $60.00 per hour for a Tier 2 consultant.

Service Provider may change this rate with thirty days written notice to the Client

Section 2.2 Payment Terms. Client will render payment for services within 30 days from the invoice date (Net 30). Payment for equipment will be made 50% in advance and 50% upon delivery (C.O.D.). Failure to pay invoice on a timely basis will incur an 18% annual interest rate (1.5% per month). Failure to pay invoices could delay additional services. Client agrees to pay any collection and/or legal fees that the Service Provider incurs in collecting any amounts due from the Client that have not been paid within sixty days of the invoice date.

Section 2.3 Compensation for Other Services. Other services performed by the Service Provider for or on the behalf of the Client shall be compensated based on mutual agreement. The Service Provider agrees to perform additional services upon the reasonable request of the Client as long as the compensation shall be agreed upon prior to the commencement of the services so performed. If the Service Provider chooses not to perform additional services for the Client, the Client agrees that this Agreement shall continue to be in full force and effect and that such decisions by the Service Provider shall affect no other rights of the parties under this Agreement.

ARTICLE III
TERM OF AGREEMENT

Section 3.1 Term of Agreement. This Agreement shall begin on the aforementioned date and continue in force until terminated as provided in this Article. As described herein, the duties of each party shall survive the termination of this agreement.

Section 3.2 Voluntary Termination. Either party to this Agreement may terminate this Agreement upon written notice or mutual verbal consent.

Section 3.3 Termination for Cause. If, at any time, the Client ascertains that the expertise of the Independent Service Providerıs employees or agents is not of the high quality and expertise that the Client deems necessary to satisfactorily complete the services under this Agreement, the Client has the right to terminate this Agreement. This termination must be accomplished in writing. Upon receipt of the written termination notice, the Service Provider will cause all services to immediately cease.

ARTICLE IV
RELATIONSHIP OF THE PARTIES

Section 4.1 Employees of the Independent Service Provider. The Service Provider may hire any employees deemed necessary by the Service Provider. The Client shall have no duties or obligations with respect to any of the Service Providerıs employees or agents.

The Service Provider has full authority and control as to its employees and agents, and the Client will exercise no control over the personnel policies of the Service Provider, including hiring, supervision, or termination.

Section 4.2 The Client agrees that during this Agreement, and for a period of one year after completion of all work thereunder, the Client shall not knowingly employ or offer employment to any individual employed by the Service Provider at any time during the term of this Agreement.

Section 4.3 Supervision. The Service Provider shall have full authority to control and direct the performance of the details of the services provided by the Service Provider to the Client. The Client is only interested in the results achieved. All work performed by the Service Provider shall, however, meet the approval of the Client and shall be subject to the Clientıs general right of inspection to secure the satisfactory completion of the services under this Agreement.

The Service Provider warrants and agrees to assign only qualified personnel to perform services on behalf of the Client and the failure to do so may cause immediate termination of this Agreement under Section 3.3.

Section 4.4 Compliance with Software Copyright and Licensing Laws. The Client shall be responsible for obtaining and maintaining all necessary licenses for software installed on their computers. By requesting that the Service Provider install software on any computer, the Client represents to the Service Provider that it maintains a license to use that software on that machine.

The Client hereby agrees to indemnify and hold the Service Provider harmless from and against all copyright violation liabilities and related interest and penalties, arising out of any and all claims, suits, actions, or administrative or other proceedings against the Service Provider from work done under this Agreement.

ARTICLE V
GENERAL MATTERS

Section 5.1 District of Columbia Law. This Agreement shall be governed by the laws of the District of Columbia exclusive of its choice of law provisions, and shall be construed in accordance therewith. Should legal or collection action be necessary by either party to secure their rights under this agreement, the prevailing party in such an action shall be entitled to a reimbursement from the other party of all legal and collection fees, and reasonable attorney's fees.

Section 5.2 No Waiver. No provision of this Agreement may be waived, except by an agreement in writing signed by the waiving party. A waiver of any term or provision shall not be construed as a waiver of any other provision.

Section 5.3 Benefit. This Agreement shall be binding upon the parties, their successors, and assigns.

Section 5.4 Amendment. This Agreement may be amended, altered, or revoked at any time, in whole or in part, by the written agreement of the parties.

Section 5.5 Construction. Throughout this Agreement, the singular shall include the plural, the plural shall include the singular, and the masculine and neuter shall include the feminine, wherever the context so requires. The headings of Articles and Sections are included solely for convenience of reference. If any conflict between the headings and the text of this Agreement exists, the text will control.

Section 5.6 Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect any other provision of this Agreement. On the contrary, such remaining provisions shall be fully severable, and this Agreement shall be construed and enforced as if such invalid provision had never been inserted in this Agreement.

Section 5.7 Notice. Any notice required to be in writing under this Agreement shall either be sent by certified mail, return receipt requested, Federal Express, or by personal delivery and shall be considered as received from the party delivering such notice as of the date of the signing of the return receipt in the case of certified mail or upon the date of the signing of a receipt upon delivery in the case of personal delivery.

Section 5.8 Compliance with Federal Regulations. Both Parties agree to comply with all appropriate federal acts and regulations including EEO procedures, availability of books and records, and the Copeland Anti-Kick Back Act. Client agrees not to discriminate against Service Provider's employees on the basis of age, gender, race, creed, sexual orientation, or national origin.

The parties to this Agreement have signed this Agreement as of the day and date first written above.

RELIACOM, LLC Client