CONTRACT NO. XXX-001
PROJECT DESCRIPTION: NETWORK AUDIT PROJECT

   

COMPANY (the "Company") hereby contracts with HUBBARD COMMUNICATIONS GROUP. INC. (the "Contractor") to perform the Work identified herin pursuant to the terms and conditions contained in this document (the "Agreement"). This Agreement is effective as of ____________________ (the "Effective Date").

DEFINITIONS
In this Agreement, the term "Vendor" shall mean any local telephone company, long distance carrier, wireless phone company, internet service provider, and other supplier of telecommunications services to the Company.

In this Agreement, the term "Savings" shall mean:

        (a)  All amounts for services for which the Company was charged by any
              Vendor as of the Effective Date that, as a result of the Services, are
              reduced, eliminated, or refunded on or after the Effective Date, including
              disconnects, feature charges, network redesign, operations changes,
              contract renegotiations with Vendors and/or any alternate service, and
              including taxes, surcharges, and fees: and

        (b)  All amounts that the Company agrees to be included in the definitions of
              Savings, and including taxes, surcharges, and fees.

SCOPE OF WORK
The Contractor shall perform services as set forth in the attached Exhibit A (the "Services").

FEE COMPENSATION
The Company shall pay to the Contractor amounts equal to 50% of all Refunds and annualized Savings (the "Fees"). The annualized amount for each component of Savings shall be calculated beginning ont he date such component of Savings began and ending twelve months later. The Contractor shall deliver to the Company an invoice monthly describing the Fees payable by the Company to the Contractor for work performed and savings obtained during that period. The Company shall pay invoiced Fees upon receipt of invoice. Any amounts not paid on a timely basis will incur a 5% late payment charge.

RECOMMENDATIONS
Company may decline to implement any or all recommendations made by Contractor during the term of the contract. Should Company, after Company and Contractor mutually agree that the Network Audit Project is complete, implement any or all recommendations made by Contractor up to a term of one year from completetion date, then Company agrees to pay Contractor normal fees for those changes made by Company.

EXPENSES
All expenses incurred by the Contractor shall be reimbursed to the Contractor. The Company shall be obligated to pay for installation/service order charges, charges incurred for early termination of contracts with Company providors or any other one-time charges incurred as a result of service charges. The Company shall reimburse, indemnify, and hold harmless the Contractor for any such charges and expenses incurred by the Contractor on Company's behalf.

TERMINATION
This Agreement shall terminate thirty (30) days after either party gives to the other party written notice of termination delivered via certified mail return receipt requested and first class mail. The termination of this Agreement does not affect the determination of Fees. The termination of this Agreement shall not affect or terminate the obligation of the Company to pay accrued and unpaid Fees and related penalties.

OWNERSHIP OF WORK PRODUCT
The Contractor shall own all right, title and interest in and all work product produced in the course of performing the Services, such as any databases, spreadsheets, compilations, analyses, reports, and other data derived from the Services (the "Work Product"), until all Fees, penalties and expenses have been fully paid. Possession of Work Product by the Company does not entitle the Company to use the Work Product in any way without the written consent of the Contractor. If the Company derives any benefit from the unauthorized use of the Work Product, the Contractor shall be entitled to compensation for such benefits received by the Company. Upon full payment of all Fees, penalties and expenses, the Contractor and the Company shall each own undivided equal right, title and interest in and to the Work Product.

COMPANY INDEMNIFICATION
The Company indemnifies and holds harmless the Contractor for all damages, costs, and expenses or other liability related to the injury to person or damage to property of any of the Contractor's agents, subcontractors, and representatives in the course of the performance of the Services suffered at any facility or property owned or controlled by the Company and arising from any negligence, gross negligence, strict liability, intentional act, or omission of the Company or any of its agents, employees, or representatives.

WAIVER OF LIABILITY
The Company acknowledges that changes to the Company's telecommunications services may result in temporary disruptions in the telecommunications and/or computer systems. The Company also acknowledges that the Contractor does not and cannot be reasonably expected to have a complete understanding of the Company's computer and telecommunications systems or vendor orders that are entered in error or worked in error. Therefore, the Company shall be solely responsible for evaluating and determining the effect of changes to the Company's telecommunications and computer system, and the Company waives all claims against the Contractor related to any disruptions to the Company's computer or telecommunications systems resulting from the performance of the Services.

GENERAL TERMS
The prevailing party to any suit relating to this Agreement shall be entitled to recover from the other party all reasonable and necessary attorney fees, costs of court and expenses of litigation.

This Agreement is performed in part in Collin County, Texas, and shall be governed by Texas law. Any suit related to this Agreement shall be filed in a court having jurisdiction over Collin County, Texas.

If a court deems any part of this Agreement unenforceable, the remaining parts of this Agreement shall remain enforceable and shall be performed.

Any notice to the parties required by this Agreement shall be delivered via certified mail return receipt requested and first class mail to the following addresses, unless changed in writing:

        To the Contractor:
        Hubbard Communications Group, Inc.
        1021 St. James Drive
        Fairview, TX 75069

        To the Company:

This Agreement supercedes any agreements made prior to the Effective Date between the parties related to the subject matter of this Agreement.
This Agreement may be amended only by written consent of both Contractor and Company.