Federal Supply Schedule GS35F0158N

AUTHORIZED FEDERAL SUPPLY SERVICE

INFORMATION TECHNOLOGY SCHEDULE PRICELIST

GENERAL PURPOSE COMMERCIAL INFORMATION TECHNOLOGY

EQUIPMENT, SOFTWARE AND SERVICES

SIN 132-33 PERPETUAL LICENSE

SIN 132-34 MAINTENANCE OF SOFTWARE

SIN 132-51 INFORMATION TECHNOLOGY PROFESSIONAL SERVICES

- D308 – Programming Services

- D311 – IT Data Conversion Services

- D399 – Other IT Services

Petris Technology 1900 St. James Place, Suite 700 Houston, Texas 77056

Tel. # 713-956-2165 Fax. # 713-956-2185 www.petris.com

Contract Number: GS-35F-0158N

Period Covered By Contract: December 5, 2002 through December 4, 2007

General Services Administration Federal Supply Service - - Price list current through Modification PO 0002 dated 11/01/2004

Products and ordering information is this Authorized FSS Information

Technology Schedule Pricelist are also available on the GSA Advantage! System. Agencies can browse GSA Advantage! by accessing the Federal supply Service’s Home Page via the internet at http://www.fss.gsa.gov/.

Points of Contact:

Tim Burkett, VP/CFO; burkett@petris.com, Walt Rosenbusch, VP; rosenbusch@petris.com

Table of Contents

Information for Ordering Offices _______________________ 3

Terms and Conditions Applicable to Perpetual Software Licenses (Special Item Number 132-33) __________________ 7

Description of Perpetual Software __________________ 9

Products and Services Pricelist __________________ 11 Petris Software License and Maintenance Agreement ____ 13

Terms and Conditions Applicable to Information Technology (IT) Professional Services (Special Item Number 132-51) __________ 21

Description of IT Services and Pricing ________________ 24

Commitment to Promote Small Business Participation _________ 27

Blanket Purchase Agreement (BPAs) _______________________ 28

Basic Guidelines for Using Contractor Team Arrangements _______ 30

Information for Ordering Offices Applicable to All special Item Numbers

The minimum acceptable geographic scope of this contract is the 48 contiguous states and the District of Columbia.

1. Geographic Scope of this Contract: 48 contiguous states and District of Columbia

2. Contractor’s Ordering Address and Payment Information:

Company Name: Petris Technology Address: 1900 St. James Place, Suite 700 Houston, Texas 77056 Tel#: 713-956-2165 Fax#: 713-956-2185 Point of Contact: Tim Burkett, VP/CFO, Burkett@petris.com Walt Rosenbusch, VP, Rosenbusch@petris.com

Petris will accept the Government purchase card for payments equal to or less than the micro-purchase threshold for oral or written delivery orders.

Government purchase cards will be acceptable for payment above the micro-purchase threshold. In addition, bank account information for wire transfer payments will be shown on the invoice.

Discount for Government Credit Card: None

3. Liability for Injury or Damage The Contractor shall not be liable for any injury to Government Personnel or damage to Government property arising from the use of equipment maintained by the Contractor, unless such injury or damage is due to the fault or negligence of the Contractor.

4. Statistical Data for Government Ordering Office Completion of Standard Form 279:

Block 9: G. Order/Modification Under Federal Schedule

Block 16: DUNS number 95-820-7714

Type of Contractor – C Large Business

Block 31: Woman-Owned Small Business – No

Block 36: Contractor’s Taxpayer Identification Number (TIN) 76- 0451161

a. CAGE Code: 1NBG7

b. Contractor has registered with the CCR Database.

5. FOB Destination

6. Delivery Schedule

a. Time of Delivery: Petris shall deliver to destination within the number of calendar days after receipt of order (ARO), as set forth below:

Special Item Number Delivery Time (Days ARO)

132-33 30 Days

132-51 Determined between Government and Petris

b. URGENT REQUIREMENTS: When the Federal supply schedule contract delivery period does not meet the bona fide urgent delivery requirements of an ordering agency< agencies are encouraged, if time permits, to contact the Petris for the purpose of obtaining accelerated delivery. Petris shall reply to the inquiry within 3 workdays after receipt. (Telephone replies shall be confirmed by Petris in writing.) If Petris offers an accelerated delivery time acceptable to the ordering agency, and order(s) placed pursuant to the agreed upon accelerated delivery time frame shall be delivered within this shorter delivery time and in accordance with all other terms and conditions of the contract.

7. A discount is offered to the Government of at least 20% on software (there are instances where the discount is greater) and 10% on labor. The discount is based upon Petris’ commercial price list dated August 1, 2004.

All prices shown on master price schedule are net, basic discounts have been deducted. Government Educational Institutions are offered the same discounts as all other Government customers.

8. Trade Agreements Act of 1979, as amended: All items are U.S. made end products, designated country end products, Caribbean Basin country end products, Canadian end products, or Mexican end products as defined in the Trade Agreements Act of 1979, as amended.

9. Export Packing is available as an open market item.

10. Small Requirements: The minimum dollar value of orders to be issued is $100.

11. Maximum Order (all dollar amounts are exclusive of any discount for prompt payment.)

The Maximum Order value for the Following SINs is $500,000

SIN 132-33 Perpetual software Licenses SIN 132-51 Information Technology IT Professional Services

12. Labor categories accepted under this award/contract are described, listed and included later in this document.

13. FOB Destination for geographic scope of this contract is Domestic.

14. Economic Price Adjustment:

In accordance with clause C. 27, Economic Price Adjustment, Petris shall not request a price increase fro any product during the first twelve (12) months of the contract period, and shall not request a price increase for any product in excess of 10% total within any twelve month period for the duration of the contract period.

In accordance with clause C. 28, Price Reductions, Petris shall submit price reductions at any time during the contract period.

15. Travel costs shall be governed by Federal Acquisition Regulation 31.205- 46.

All contractor travel expenses required in the performance of the Government’s contract for software installation/configuration and IT Professional Services shall comply with the Federal Travel Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is performed.

16. Escalation Factor for the base five years will be negotiated every twelve months and will be predicated upon the Department of Labor Employment Cost Index.

17. In accordance with clause 553-238-77 (Apr 1995), Petris shall pay the GSA Federal Supply Service and Industrial Funding Fee (IFF) at the end of each contract quarter. The IFF shall be remitted at the same time the GSA Form 72A Contractor’s Report of Sales is submitted. The IFF equals .75% of the total sales reported on the GSA Form 72A.

The GSA Form 72A point of contact is Tim Burkett, VP/CFO.

18. Key personnel for this contract are: Tim Burkett (713-956-9165) Burkett@petris.com

Walt Rosenbusch (713-956-2165) Rosenbusch@petris.com

19. Petris certifies that all data submitted in this proposal and any supporting documents are current, accurate and complete as March 9, 2007.

20. GSA prices and rates were negotiated with the GSA and are based upon prices and rates that Petris charges its commercial customers. Petris agrees to abide by the discounted prices and rates. If the commercial catalog prices and/or rates are reduced, a corresponding decrease will be granted to GSA.

21. For the purpose of this contract, commitments, warranties and representations include, in addition to those agreed to for the entire schedule contract:

a. Time of delivery/installation quotations for individual orders;

b. Technical representations and/or warranties of products concerning performance, total system performance and/or configuration, physical, design and/or functional characteristics and capabilities of a product/equipment/service/software package submitted in response to requirements which result in orders under this schedule contract.

c. Any representations and/or warranties concerning the products made in any literature, description, drawings and/or specifications furnished by Petris.

The above is not intended to encompass items not currently covered by the GSA Schedule contract.

22. Contractors participating in contractor team arrangements must abide by all terms and conditions of their respective contracts. This includes compliance with Clauses 552.238-74, Contractor’s Reports of Sales and 552.238-76, Industrial Funding Fee, i.e., each contractor (team member) must report sales and remit the IFF for all products and services provided under its individual contract.

23. If applicable, Section 508 compliance information on the supplies and services in this contract are available in EIT at www.Section508.gov/.

TERMS AND CONDITIONS APPLICABLE TO PERPETUAL SOFTWARE

LICENSES (SPECIAL ITEM NUMBER 132-33) AND MAINTENANCE

(SPECIAL ITEM NUMBER 132-34) OF GENERAL PURPOSECOMMERCIAL

INFORMATION TECHNOLOGY SOFTWARE

1. INSPECTION/ACCEPTANCE

The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any software that has been tendered for acceptance. The ordering activity may require repair or replacement of nonconforming software at no increase in contract price. The ordering activity must exercise its post acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered;

and (2) before any substantial change occurs in the condition of the software, unless the change is due to the defect in the software.

2. GUARANTEE/WARRANTY

a. Unless specified otherwise in this contract, Petris’ standard commercial guarantee/warranty as stated in the Petris’ commercial pricelist will apply to this contract. See Section 10 of the Software License and Maintenance Agreement which is included as part of GSA Price Schedule.

b. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract.

c. Limitation of Liability. Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items.

3. TECHNICAL SERVICES

The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number (713-956-2165) for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from 8 am central to 5 pm central.

4. SOFTWARE MAINTENANCE

a. Software maintenance service shall include the following:

Telephone, fax, and electronic mail support to assist customer in using the software during normal working hours. 8:00am to 5:00pm CST Monday through Friday, excluding holidays.

b. Invoices for maintenance service shall be submitted by Petris on a quarterly or monthly basis, after the completion of such period. Maintenance charges must be paid in arrears (31 U.S.C. 3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ON THE INVOICE.

5. PERIODS OF AND MAINTENANCE (132-34)

a. The Contractor shall honor orders for periods for the duration of the contract period or a lesser period of time.

b. Term licenses are not being offered.

c. Annual Funding. When annually appropriated funds are cited on an order for maintenance, the period of the maintenance shall automatically expire on September 30 of the contract period, or at the end of the contract period, whichever occurs first.

Renewal of the maintenance orders citing the new appropriation shall be required, if the maintenance is to be continued during any remainder of the contract period.

d. Cross-Year Funding Within Contract Period. Where an ordering activity’s specific appropriation authority provides for funds in excess of a 12 month (fiscal year) period, the ordering activity may place an order under this schedule contract for a period up to the expiration of the contract period, notwithstanding the intervening fiscal years.

e. Ordering activities should notify Petris in writing thirty (30) calendar days prior to the expiration of an order, if the maintenance is to be terminated at that time. Orders for the continuation of maintenance will be required if the maintenance is to be continued during the subsequent period.

6. UTILIZATION LIMITATIONS - (132-33)

a. Software acquisition is limited to commercial computer software defined in FAR Part 2.101.

b. When acquired by the ordering activity, commercial computer software and related documentation so legend shall be subject to the following:

(1) Title to and ownership of the software and documentation shall remain with the Petris, unless otherwise specified.

(2) Software licenses are by site and by ordering activity. An ordering activity is defined as a cabinet level or independent ordering activity. The software may be used by any subdivision of the ordering activity (service, bureau, division, command, etc.) that has access to the site the software is placed at, even if the subdivision did not participate in the acquisition of the software. Further, the software may be used on a sharing basis where multiple agencies have joint projects that can be satisfied by the use of the software placed at one ordering activity's site. This would allow other agencies access to one ordering activity's database. For ordering activity public domain databases, user agencies and third parties may use the computer program to enter, retrieve, analyze and present data. The user ordering activity will take appropriate action by instruction, agreement, or otherwise, to protect the Petris' proprietary property with any third parties that are permitted access to the computer programs and documentation in connection with the user ordering activity's permitted use of the computer programs and documentation. For purposes of this section, all such permitted third parties shall be deemed agents of the user ordering activity.

(3) Except as is provided in paragraph 8.b(2) above, the ordering activity shall not provide or otherwise make available the software or documentation, or any portion thereof, in any form, to any third party without the prior written approval of the Petris. Third parties do not include prime Petris’, subcontractors and agents of the ordering activity who have the ordering activity's permission to use the licensed software and documentation at the facility, and who have agreed to use the licensed software and documentation only in accordance with these restrictions. This provision does not limit the right of the ordering activity to use software, documentation, or information therein, which the ordering activity may already have or obtains without restrictions.

(4) The ordering activity shall have the right to use the computer software and documentation with the computer for which it is acquired at any other facility to which that computer may be transferred, or in cases of disaster recovery, the ordering activity has the right to transfer the software to another site if the ordering activity site for which it is acquired is deemed to be unsafe for ordering activity personnel; to use the computer software and documentation with a backup computer when the primary computer is inoperative; to copy computer programs for safekeeping (archives) or backup purposes; to transfer a copy of the software to another site for purposes of benchmarking new hardware and/or software; and to modify the software and documentation or combine it with other software, provided that the unmodified portions shall remain subject to these restrictions.

(5) "Commercial Computer Software" may be marked with the Petris' standard commercial restricted rights legend, but the schedule contract and schedule pricelist, including this clause, "Utilization Limitations" are the only governing terms and conditions, and shall take precedence and supersede any different or additional terms and conditions included in the standard commercial legend.

7. DESCRIPTIONS AND EQUIPMENT COMPATIBILITY

The Contractor shall include, in the schedule pricelist, a complete description of each software product and a list of equipment on which the software can be used. Also, included shall be a brief, introductory explanation of the modules and documentation which are offered.

8. RIGHT-TO-COPY PRICING

Petris does not offer Right-To Copy

9. Description of Perpetual Software and Pricing

132-33 Perpetual Software Licenses – Description of Software

� PetrisWINDS Enterprise™ is a definition based data exchange and management solution, developed in conjunction with Anadarko Petroleum Corporation. It enables the finding and sharing of information stored in various databases throughout the enterprise. This solves the problem associated with multiple data models. Using a spidering technique and a meta-data catalog, PetrisWINDS Enterprise provides tools that enable the user to find information.

PetrisWINDS’ Framework, Adapters, Dynamic Common Model™ and business rules facilitate data transfer between any number of vendor applications and/or legacy systems.

� PetrisWINDS Internet Dashboard is a web-based visualization tool that allows instantaneous viewing of anomalies and trends about an oil and gas company’s most valuable assets, such as wells, people, drilling projects, etc. Data is loaded from any type of two-dimensional dataset such as Microsoft Excel, or via a dynamic XML link to live databases.

� PetrisWINDS Integrated Decision Support SystemTM (IDSS) is a web-based application that provides operational well information (revenue, AFE, land, etc.) to the desktop in one single view, regardless of the number or location of data sources.

� PetrisWINDS Well Log Management SystemTM (WLMS) enables the user to find, view, and load (Oilware component) digital well log files.

� PetrisWINDS Data AuditorTM is an application designed to assist professional staff in identifying and correcting data integrity issues in well databases.

� PetrisWINDS Invoice ApprovalTM eliminates the inefficiencies, inaccessibility, waste time and inaccuracies of paper-based invoice routing, coding and approval methods.

� PetrisWINDS One Call Screening Support SystemTM is a computer based, automatic system for meeting requirements for callback notification on excavations where digging could be hazardous.

� REDMSTM (Real Estate Document Management System) is an Intranet-based system for the storage, retrieval, and display of real estate documents. Geo-referenced segment maps are used to tie all documents to the appropriate tract of property. This system is used with the REDMS data capture module.

Perpetual Software License and Maintenance Price Summary (132-33, 132-34)

Perpetual Software Specialty Items1 132-33

Units GSA Pricing

PetrisWINDS Enterprise™

� Framework Instance $59,850 � Adapters (Various) Instance $3,990 to

$19,950 � Search Modules – Text MSL2 $11,172 � Search Modules – Map MSL $21,945 � Viewers MSL $399 to $1197

PetrisWINDS Internet Dashboard

� Framework Instance $23,940

� Dashboard Users MSL $1197 PetrisWINDS Integrated Decision Support System TM

(IDSS)

� Framework Instance $9,975 to $39,900

� IDSS Users MSL $9,975 PetrisWINDS Well Log Management SystemTM

(WLMS)

� Oilware Instance $35,910 � WLMS Users MSL $9,975

PetrisWINDS Data AuditorTM

� Framework Instance $9,975 to $39,900

� Auditor Users MSL $7,980 PetrisWINDS Invoice ApprovalTM

� Auditor Users MSL $7,980 PetrisWINDS One Call Screening Support SystemTM

� Call Center Instance $6,384 � Additional Users (Sliding) Seats $5,586 to

$1,197 REDMSTM (Real Estate Document Management System)

� REDMS Users MSL $7,980

� Data Capture and indexing Services

Per page $2.39 dollars/pg

1 All Items require installation and configuration services added to the stated license costs.

2 MSL is for 4 named users

Perpetual Software Specialty Items 132-34

Units GSA Pricing

Maintenance for all systems includes:

� Maintenance includes annual release of new versions (including upgrades)

� Participation in user group to guide enhancements

� Help desk and support services

Instance 21 % of GSA price

Installation and Configuration Services is required for all systems (Varies by installation)

� Project management services Hourly rate $141.06

� Sr. Computer Specialist Hourly rate $176.33

� Computer Specialist Hourly rate $136.02

� Training services Hourly rate $136.02

Software License and Maintenance Agreement

THIS SOFTWARE LICENSE AND

MAINTENANCE AGREEMENT

(“Agreement”) is made and entered into and effective as of the last date signed below (“Effective Date), by and between Petris Technology, Inc., a Delaware corporation (“Petris”), and the undersigned Customer (“Customer”).

Whereas, Petris has developed various computer Software programs (the “Software”) identified in Schedule A attached hereto, and wishes to grant Customer a non-exclusive, non-transferable perpetual license to use the Software.

All Schedules referenced in this Agreement are hereby incorporated into this Agreement by this reference and made part of this Agreement.

1. GRANT OF SOFTWARE LICENSE:

Petris hereby grants to customer a non-exclusive, non-transferable perpetual license to use the software as described in Exhibit A.

2. TERMS AND CONDITIONS OF

LICENSE AND SUBLICENSE:

The foregoing grant of license shall be subject to the following conditions and restrictions:

2.1 Title, Copyright and Rights. All materials, the Software and any copies thereof are and shall remain the sole and exclusive property of Petris. Petris retains all title, copyright, and other applicable rights to patents, copyrights, and trademarks in any Software. Customer shall not copy the Software (except as necessary for backup purposes and disaster recovery), nor sell, transfer, publish, disclose, display, or otherwise make available the Software or any copies thereof to third parties.

2.2 Use of Software. Customer may use the

Software so long as Customer has paid the amounts specified in Sections 3; and the

Agreement has not been terminated, due to Customer’s material breach.

2.3 Object Code Only. The Software may be

used in object code form only and for the Customer’s own internal use only.

2.4 Use Outside Scope. Customer is prohibited

from using the Software for any purpose outside the scope of this Agreement.

2.5 Use Restrictions. The Software may not be

reverse engineered, de-compiled, disassembled or used to create a derivative work, and it may not be leased, rented, timeshared, or licensed, sublicensed, or transferred by Customer to any third party.

3. FEES, PAYMENTS AND BILLING:

3.1 Agreement to Pay Fees. In consideration

for the products and services to be provided to Customer by Petris, and for any Software license ancillary to such products or services, Customer agrees to pay Petris the fees set forth on Schedule A, plus all reasonable travel and out-of-pocket expenses incurred on Customer’s behalf in the delivery of such products and /or services.

3.2 Installation & Training. Petris shall be

paid on a time and materials basis at Petris’ current rates for installation and training.

3.3 Invoices. The Customer agrees to pay each

undisputed portion of invoices not later than 30 days from the receipt thereof. Interest on any past due payments shall accrue at the rate of eighteen percent (18.0%) per annum or maximum allowed by law, whichever is less.

3.4 Additional Services. Should any

additional programming, consulting, or technical assistance outside the scope of the product and services as set forth herein be required, or should Customer purchase other Petris products and services, such products and services shall be provided to Customer at Petris’ then current rate for services.

4. INSTALLATION:

4.1 Time is of the Essence. The parties agree

that in performing the implementation of the Software licensed under this Agreement, time is of the essence. Petris and Customer each shall provide sufficient personnel and resources to perform a timely installation.

Promptly following execution of this Agreement, an experienced and qualified Representative of Petris will assist qualified personnel of the Customer in the implementation of the Software.

5. PROPRIETARY RIGHTS

INDEMNIFICATION:

5.1 Infringement. Petris warrants that the use

of the Software by Customer in compliance with this Agreement will not constitute any infringement of any domestic or foreign patent, trademark, copyright or trade secrets.

In the event that any suit or proceeding is instituted against Petris based on a claim that the Software, or any portion thereof furnished hereunder, constitutes an infringement of any such patent, trademark, copyright or trade secrets, Petris shall hold Customer harmless and defend (or at its sole option, settle) any such suit or proceeding at its own expense.

Petris shall indemnify Customer against any damages, attorney fees or costs which Customer may incur in connection therewith.

Customer will cooperate fully in such defense.

In the event the Software is claimed to be infringing, Petris shall at its expense:

a. promptly procure for Customer the right to continue using such Software,

b. replace or modify the infringing Software so that it becomes non-infringing, without loss of functionality,

c. if a and b are not technically feasible, Petris will refund to Customer all fees paid by Customer to Petris on a five year straight line depreciation basis.

5.2 Altered Software. The foregoing

indemnification extends only to the Software in the form provided by Petris and explicitly precludes indemnification from legal proceedings instituted and based upon Software which has been changed and otherwise altered by Customer, its agents or employees.

6. CONFIDENTIALITY:

6.1 Commercially Valuable, Proprietary

Property. Customer acknowledges that all Software, and other information being provided to Customer by Petris hereunder constitute commercially valuable, proprietary, and confidential property of Petris, the design and development of which reflect considerable effort on the part of skilled development professionals and the investment of considerable time and money. Customer further acknowledges that such information contains substantial trade secrets of Petris, which have been entrusted to Customer for use only as expressly authorized under this Agreement. Therefore, Customer shall devote its best efforts, consistent with the practices and procedures under which it protects its own most valuable proprietary information against any unauthorized or unlawful use, disclosure, dissemination, or copying.

Customer shall not, at any time, disclose or disseminate any such information, or any copy or part thereof, of the trade secrets embodied therein to any third party, employee or officer of Customer who (i) does not have a need to know or to obtain access thereto in order to give effect to the rights granted to Customer under this Agreement or (ii) is not legally bound to maintain the proprietary and confidential nature of such materials.

Customer further agrees to limit use and copying thereof and access thereto as required by the terms of this Agreement.

6.2 Unauthorized Possession or Use. Customer

further agrees that it will notify Petris immediately, and provide Petris with all available information with respect to any unauthorized possession, use or disclosure of any of Petris’ proprietary information (including by way of example, any Petris’ Software provided hereunder), and that it will cooperate with Petris in any litigation brought by Petris to protect its rights with respect thereto.

6.3 Continued Obligations After Termination.

The obligations of the parties under this Section 6 shall continue in full force and effect beyond any termination or revocation of this Agreement.

6.4 Definition of Confidential Information.

For purposes of this Agreement, “Confidential Information” means any data or information disclosed by either party to the other, not generally known to the public. To the extent consistent with this definition, “Confidential Information” includes without limitation, fees, functionality specification, the Software, flow charts, logic diagrams, documentation, source or object code, Customer’s data.

6.5 Exclusions from Confidential Information.

Notwithstanding anything to the contrary Contained herein, “Confidential Information” does not include information that (a) was already in the receiving party’s possession and received from a party other than the owner of such Confidential Information without notice that it was wrongfully obtained, (b) is in the public domain, (c) is disclosed to other parties by the owner of such Confidential Information without similar restriction, or (d) is required to be disclosed by operation of law, regulation or other process.

6.6 Notification of Unauthorized Disclosure.

Upon learning of any unauthorized disclosure or use by a party’s employee, agent or third party consultant, such party agrees to notify the other party promptly and in writing, and to cooperate fully with the other party to protect such Confidential Information of the other party.

6.7 Breach Resulting in Termination. Any

Breach of the foregoing restrictions shall result in the immediate termination of this Agreement.

7. TERM AND TERMINATION:

7.1 Term and Termination. Except as

otherwise noted herein, this agreement shall commence on the date on which it is executed and continue for one (1) year (the “Initial Term” and will renew for successive periods of one year (“Renewal Term”).Notwithstanding the above, Petris shall provide notice of renewal to Customer at least sixty (60) days prior to the required renewal date and Customer shall renew this Agreement by signing and returning Petris’ renewal notice attached to Customers approved purchase order at least thirty (30) days prior to the required renewal date. In the event such purchase order is not issued by Customer, this Agreement shall be terminated. Either party may only terminate this Agreement upon a material breach by the other party of its obligations hereunder, provided the breaching party is unable to cure such breach. Upon termination of this Agreement or any Schedule attached hereto, all fees for products and services delivered prior to such termination and not yet paid by Licensee to Licensor shall immediately become due and payable to Licensor if such products and services were provided in accordance with terms of the Agreement. All confidentiality, warranty and damage-limitation provisions shall survive beyond the termination of this Agreement.

8. SUPPORT:

Petris agrees to provide Customer with the following support for the Software at the location in Schedule A, subject to the terms and conditions herein.

8.1 Use Assistance. Petris shall provide

telephone, fax and electronic mail support to assist Customer in using the Software. Such support shall be provided during Petris’ normal working hours, 8:00 a.m. to 5:00 p.m.

Central Time, Monday through Friday, excluding Holidays.

8.2 On Site Services Costs. If Petris is required

to send a representative to a Customer site to provide service hereunder, Customer will be invoiced at Petris’ current hourly rates.

Additionally, Customer shall reimburse Petris for all associated travel costs.

8.3 Service for Excluded Items. Service calls

for problems that are determined not to be covered by this Agreement shall be billed to Customer at the Petris rates in effect at the time.

9. PAYMENT:

9.1 Annual Fee. Customer shall pay Petris the

annual maintenance fee specified in Schedule A in consideration of the services provided hereunder during the initial term. The first annual maintenance fee shall be paid upon execution of this Agreement. The annual maintenance fee may be adjusted by Petris annually for each renewal term to reflect Petris’ then-current maintenance fees.

Increases in the Annual Software Maintenance Fee shall no increase more than five percent (5%) per year. Petris shall notify Customer of any adjustment in the annual maintenance fee at least (60) days before the commencement of a renewal term.

9.2 Payments. All payments shall be in U.S.

currency. Payments for items not included in the Annual Maintenance Fee shall be due and payable within thirty (30) days after Customer’s receipt of the invoice. If Customer fails to pay any amount when due hereunder, Customer agrees to pay interest on the unpaid amount at eighteen percent (18%) per annum or the maximum rate permitted by applicable law. Customer shall be responsible for payment of all taxes, other than income taxes imposed on the services provided hereunder.

9.3 Refund Upon Termination.If Petris

terminates this Agreement without cause prior to the end of the term or any renewal term or if Customer terminates this Agreement due to Petris’ breach, Petris shall refund to Customer a pro-rata amount of the annual maintenance fee of such term based on the number of days remaining in the term.

10. WARRANTIES:

10.1 Software Will Function as Presented.

Petris warrants that the Software will, upon installation, function in accordance with the documentation for the then current Release or Version provided therewith. This warranty shall be null and void upon any of the following events: (1) Customer’s modification of the Software; (2) failure of the Customer to install new Software or fixes prior to making a claim against Petris; (3) failure of the Customer to install and maintain the most current recommended versions of all operating systems required to run or enhance the running of the Software; (4) misuse of or damage to the Software by Customer; (5) the failure of Customer to report to Petris the existence and nature of any non-conformity or defect of the software.

10.2 DISCLAIMER. THE FOREGOING

WARRANTY IS IN LIEU OF ALL OTHER

WARRANTIES, EXPRESS OR IMPLIED,

AND EXCEPT AS SET FORTH ABOVE,

PETRIS MAKES NO WARRANTY WITH

RESPECT TO THE SOFTWARE OR THE

SERVICES TO BE PROVIDED

HEREUNDER, INCLUDING, WITHOUT

LIMITATION, THE WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR

A PARTICULAR PURPOSE, AS WELL AS

ACCURACY, COMPLETENESS AND

AVAILABILITY OF DATA.

10.3 Licensor Ownership of Software. Petris

reserves all rights of exclusive ownership of the Software, and the service granted pursuant to this Agreement shall not be deemed to impair such ownership or the validity of any trademarks, copyrights, patents or common-law property rights of Petris with respect to Software.

11. LIMITATION OF LIABILITY:

11.1 Use of Results. Customer acknowledges

and agrees that it shall be solely responsible for the use and results obtained from the Software and from any services used with the Software. Customer will be responsible for proof that the applicable component of the software is within the warranty period for such warranty to apply thereto.

11.2 Special or Consequential Damages.

CUSTOMER AGREES THAT PETRIS

SHALL BE IN NO EVENT BE LIABLE FOR

INDIRECT, SPECIAL OR

CONSEQUENTIAL DAMAGES,

WHETHER UNDER CONTRACT, TORT

OR OTHER CAUSE OF ACTION,

INCLUDING, BUT NOT LIMITED TO,

ANY DAMAGE, LOSS OR EXPENSES

RISING FROM THE PERFORMANCE OR

NON-PERFORMANCE OF ANY THIRD

PARTY HARDWARE OR SOFTWARE,

CUSTOMER‘S LOST PROFITS, LOST

BUSINESS, LOST DATA, OR LIABILITY

OR INJURY TO THIRD PERSONS,

WHETHER FORESEEABLE OR NOT AND

REGARDLESS OF WHETHER PETRIS

HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES. IN NO

EVENT SHALL PETRIS’ TOTAL

AGGREGATE LIABILITY FOR ANY

CLAIMS, LOSSES, OR DAMAGES

ARISING UNDER THIS AGREEMENT OR

THE SERVICES PERFORMED

HEREUNDER EXCEED THE AMOUNT OF

THE LICENSE FEE PAID BY CUSTOMER

FOR PETRIS’ SOFTWARE UNDER THIS

AGREEMENT.

11.3 Use of Software. PETRIS CANNOT

CONTROL THE USE OF ANY OF PETRIS’

SOFTWARE BY CUSTOMER OR ITS

PERSONNEL AND WILL HAVE NO

RESPONSIBILITY OR LIABILITY

WHATSOEVER FOR SUCH USE. THE

REMEDIES SET FORTH ABOVE

CONSTITUTE CUSTOMER’S SOLE AND

EXCLUSIVE REMEDIES AND

CUSTOMER’S ENTIRE LIABILITY IN THE

EVENT OF A BREACH AND/OR

TERMINATION OF THIS AGREEMENT

UNLESS OTHERWISE EXPRESSLY

STATED.

12. ARBITRATION:

The parties shall settle any controversy arising out of this Agreement by arbitration in Houston, Texas in accordance with the rules of the American Arbitration Association. A single arbitrator shall be agreed upon by the parties or, if the parties cannot agree upon an arbitrator within thirty (30) days, then the parties agree that a single arbitrator shall be appointed by the American Arbitration Association. The arbitration shall be completed within six (6) months of the initiating party’s request for arbitration. The arbitrator may award attorneys’ fees and costs as part of the award. The award of the arbitrator shall be binding and may be entered as a judgment in any court of competent jurisdiction.

13. NOTIFICATION:

Any notice given in connection with this Agreement shall be given in writing and shall be delivered either by hand, facsimile or by certified mail or nationally recognized overnight carrier, with proof of delivery, to the party at the party’s address stated on the signature pages of this Agreement or on Schedule A. Any party may change its address stated herein by giving notice of the change in accordance with this Section.

14. CHOICE OF LAW:

This Agreement shall be governed by and construed in accordance with the laws of the state of Texas, without regard to the conflicts of law provisions thereof.

15. REPRESENTATIONS OF

CUSTOMER:

Customer represents and warrants to Petris that

(a) it has the authority to enter into this Agreement, (b) upon execution and delivery by Customer, this Agreement will constitute the legal, valid and binding obligation of

Customer enforceable in accordance with its terms and (c) no third party’s consent is required in order for Customer to be able to perform its obligations hereunder.

16. SEVERABILITY:

In the event any provisions hereof shall be modified or held ineffective by any court, such adjudication shall not invalidate or render ineffective the balance of the provisions.

17. AMENDMENT:

This Agreement may not be modified or amended except in writing signed by the parties. Any waiver or breach of any of the terms of this Agreement shall not operate as a waiver of any other breach of such terms or conditions, or any other terms or conditions, nor shall any failure to enforce any provisions hereof operate as a waiver of such provision or any other provision hereof.

18. ASSIGNMENT:

This Agreement may not be sold, transferred, assigned or pledged; provided that either party may assign its interest herein to any entity into or with which such party is merged, sold or consolidated or to which such party transfers all or substantially all of its assets.

19. SUCCESSORS:

This Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

20. SECTION HEADINGS:

The section headings in this Agreement have been inserted for convenience and shall not be used for interpretive purposes or to otherwise construe this Agreement.

21. ENTIRE AGREEMENT:

This Agreement constitutes the sole agreement between the parties with respect to the subject matter hereof and supersedes any and all other agreements, oral or written, between the parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date of the last signature below.

CUSTOMER

Company Name:

By:

Print Name:

Title:___________________________________

Date: ______/_______/______

Address:

PETRIS TECHNOLOGY. INC.

By:

Title:___________________________________

Address: 1900 St. James Place, Suite 700 Houston, Texas 77056

Telephone: (713) 956-2165

Facsimile: (713) 956-2185

Facsimile: (______) _______ - ___________

Telephone: (______) _______ - ___________

SCHEDULE A

This Schedule is attached to and becomes, upon execution by both parties below, a part of the Software License and Maintenance Agreement, and sets forth the specific terms and conditions relating to the Software listed below.

Licensed Software:

Effective Software License Date: ______/_______/______

Location:

Software License Fee: $ ________________

Training Services:

Initial Maintenance Fee: $ _________________

Start Date Maintenance: ______/_______/______

PETRIS TECHNOLOGY, INC. CUSTOMER

By: _____________________________________ By: ______________________________

Name: __________________________________ Name: ____________________________

Title: ___________________________________ Title: _____________________________

Date: ______/_______/______ Date: ______/_______/______

TERMS AND CONDITIONS APPLICABLE TO INFORMATION

TECHNOLOGY (IT)

PROFESSIONAL SERVICES (SPECIAL ITEM NUMBER 132-51)

1. SCOPE

a. The prices, terms and conditions stated under Special Item Number 132-51 Information Technology Professional Services apply exclusively to IT Services within the scope of this Information Technology Schedule.

b. The Petris shall provide services at the Petris’ facility and/or at the ordering activity location, as agreed to by the Petris and the ordering activity.

2. PERFORMANCE INCENTIVES

a. Performance incentives may be agreed upon between Petris and the ordering activity on individual fixed price orders or Blanket Purchase Agreements under this contract in accordance with this clause.

b. The ordering activity must establish a maximum performance incentive price for these services and/or total solutions on individual orders or Blanket Purchase Agreements.

c. Incentives should be designed to relate results achieved by the contractor to specified targets. To the maximum extent practicable, ordering activities shall consider establishing incentives where performance is critical to the ordering activity’s mission and incentives are likely to motivate the contractor. Incentives shall be based on objectively measurable tasks.

3. ORDER

a. Agencies may use written orders, EDI orders, blanket purchase agreements, individual purchase orders, or task orders for ordering services under this contract. Blanket Purchase Agreements shall not extend beyond the end of the contract period; all services and delivery shall be made and the contract terms and conditions shall continue in effect until the completion of the order. Orders for tasks which extend beyond the fiscal year for which funds are available shall include FAR 52.232-19 (Deviation – May 2003) Availability of Funds for the Next Fiscal Year. The purchase order shall specify the availability of funds and the period for which funds are available.

b. All task orders are subject to the terms and conditions of the contract.

In the event of conflict between a task order and the contract, the contract will take precedence.

4. PERFORMANCE OF SERVICES

a. Petris shall commence performance of services on the date agreed to by the Petris and the ordering activity.

b. Petris agrees to render services only during normal working hours, unless otherwise agreed to by the Petris and the ordering activity.

c. The ordering activity should include the criteria for satisfactory completion for each task in the Statement of Work or Delivery Order. Services shall be completed in a good and workmanlike manner.

d. Any Petris travel required in the performance of IT Services must comply with the Federal Travel Regulation or Joint Travel Regulations, as applicable, in effect on the date(s) the travel is performed. Established Federal Government per diem rates will apply to all Contractor travel. Petris cannot use GSA city pair contracts.

5. STOP-WORK ORDER (FAR 52.242-15) (AUG 1989)

(a) The Contracting Officer may, at any time, by written order to Petris, require Petris to stop all, or any part, of the work called for by this contract for a period of 90 days after the order is delivered to Petris, and for any further period to which the parties may agree. The order shall be specifically identified as a stop-work order issued under this clause. Upon receipt of the order, Petris shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 days after a stop-work is delivered to Petris, or within any extension of that period to which the parties shall have agreed, the Contracting Officer shall either-

(1) Cancel the stop-work order; or

(2) Terminate the work covered by the order as provided in the Default, or the Termination for Convenience of the Government, clause of this contract.

(b) If a stop-work order issued under this clause is canceled or the period of the order or any extension thereof expires, Petris shall resume work. The Contracting Officer shall make an equitable adjustment in the delivery schedule or contract price, or both, and the contract shall be modified, in writing, accordingly, if-

(1) The stop-work order results in an increase in the time required for, or Petris’ cost properly allocable to, the performance of any part of this contract;

and

(2) Petris asserts its right to the adjustment within 30 days after the end of the period of work stoppage; provided, that, if the Contracting Officer decides the facts justify the action, the Contracting Officer may receive and act upon the claim submitted at any time before final payment under this contract.

(c) If a stop-work order is not canceled and the work covered by the order is terminated for the convenience of the Government, the Contracting Officer shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

(d) If a stop-work order is not canceled and the work covered by the order is terminated for default, the Contracting Officer shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop-work order.

6. INSPECTION OF SERVICES

The Inspection of Services–Fixed Price (AUG 1996) (Deviation – May 2003) clause at FAR 52.246-4 applies to firm-fixed price orders placed under this contract. The Inspection–Time-and-Materials and Labor-Hour (JAN 1986) (Deviation – May 2003) clause at FAR 52.246-6 applies to time-and-materials and labor-hour orders placed under this contract.

7. RESPONSIBILITIES OF THE CONTRACTOR

Petris shall comply with all laws, ordinances, and regulations (Federal, State, City, or otherwise) covering work of this character. If the end product of a task order is software, then FAR 52.227-14 (Deviation – May 2003) Rights in Data – General, may apply.

8. RESPONSIBILITIES OF THE ORDERING ACTIVITY

Subject to security regulations, the ordering activity shall permit Petris access to all facilities necessary to perform the requisite IT Services.

9. INDEPENDENT CONTRACTOR

All IT Services performed by Petris under the terms of this contract shall be as an independent Contractor, and not as an agent or employee of the ordering activity.

10. ORGANIZATIONAL CONFLICTS OF INTEREST

a. Definitions.

“Contractor” means the person, firm, unincorporated association, joint venture, partnership, or corporation that is a party to this contract.

“Contractor and its affiliates” and “Contractor or its affiliates” refers to the Contractor, its chief executives, directors, officers, subsidiaries, affiliates, subcontractors at any tier, and consultants and any joint venture involving the Contractor, any entity into or with which the Contractor subsequently merges or affiliates, or any other successor or assignee of the Contractor.

An “Organizational conflict of interest” exists when the nature of the work to be performed under a proposed ordering activity contract, without some restriction on ordering activities by the Contractor and its affiliates, may either

(i) result in an unfair competitive advantage to the Contractor or its affiliates or (ii) impair the Contractor’s or its affiliates’ objectivity in performing contract work.

b. To avoid an organizational or financial conflict of interest and to avoid prejudicing the best interests of the ordering activity, ordering activities may place restrictions on the Contractors, its affiliates, chief executives, directors, subsidiaries and subcontractors at any tier when placing orders against schedule contracts. Such restrictions shall be consistent with FAR 9.505 and shall be designed to avoid, neutralize, or mitigate organizational conflicts of interest that might otherwise exist in situations related to individual orders placed against the schedule contract. Examples of situations, which may require restrictions, are provided at FAR 9.508.

11. INVOICES

The Contractor, upon completion of the work ordered, shall submit invoices for IT/EC services. Progress payments may be authorized by the ordering activity on individual orders if appropriate. Progress payments shall be based upon completion of defined milestones or interim products. Invoices shall be submitted monthly for recurring services performed during the preceding month.

12. PAYMENTS

For firm-fixed price orders the ordering activity shall pay the Contractor, upon submission of proper invoices or vouchers, the prices stipulated in this contract for service rendered and accepted. Progress payments shall be made only when authorized by the order. For time-and-materials orders, the Payments under Time-and-Materials and Labor-Hour Contracts at FAR 52.232-7 (DEC 2002), (Alternate II – Feb 2002) (Deviation – May 2003) applies to time-and-materials orders placed under this contract. For labor-hour orders, the Payment under Time-and-Materials and Labor-Hour Contracts at FAR 52.232-7 (DEC 2002), (Alternate II – Feb 2002) (Deviation – May 2003)) applies to labor-hour orders placed under this contract.

13. RESUMES

Resumes shall be provided to the GSA Contracting Officer or the user ordering activity upon request.

14. INCIDENTAL SUPPORT COSTS

Incidental support costs are available outside the scope of this contract. The costs will be negotiated separately with the ordering activity in accordance with the guidelines set forth in the FAR.

15. APPROVAL OF SUBCONTRACTS

The ordering activity may require that the Contractor…