Configuration and Pricing

TRANSFER LICENSE

for

Semantics Inc.

February 7, 2007

TRANSFER OF LICENSES $3,000.00

Ø Letter of Sale from Online Services Group is required.

Ø Outstanding balance from Online Services Group totaling $3,000 to be paid in full.

MAINTENANCE CONTRACT $4,320.00

Ø One year pre-paid Maintenance Contract is required.

o 24 seats x $15 per seat = $360 per month = $4,320 per year

o Data-Tel agrees to waive the normally required upgrade to the latest version.

§ Savings of $5,000 plus $200 per seat = $9,800

ADDITIONAL CONTRACTS TO BE SIGNED

Ø Software License Agreement

Ø Client Responsibilities

Ø Anti-Virus Agreement

Total Cost to Transfer Data-Tel’s xSELLerator Licenses $7,320.00

This quote is good for 30 days, is in US Dollars and does not include applicable tax or Maintenance Agreement Fees.

CUSTOMER PROVIDED EQUIPMENT

ADDITIONAL EQUIPMENT NEEDED

Ø Cabling – To Data-Tel’s specification

Ø Rack for Server(s)

Ø Headsets – Recommend T10H Base Unit and H61N Headset from Plantronics

Ø (2) Un-interruptible Power Supply

Ø External Modem

Ø Back-up Tape Drive

Ø (3) Backup Tape

Ø PC Anywhere

Ø 100MB Switch

Ø 10’ Amphenol Cable

Workstations – MInimums specs

Ø Celeron 700, 128MB RAM, 10GB IDE Hard Drive

Ø 2MB Color SVGA Video Card

Ø 100MB Network Card

Ø Windows 2000 or XP Pro

Ø Virus Scan software

Ø Keyboard, Mouse, 15” Color Monitor

It is the responsibility of the client to provide adequate power supply to each workstation and the server and to provide MacAfee licenses for its workstations.

TERMS AND CONDITIONS

¨ Payment in full is required with the signed purchase agreements.

¨ It is the client’s sole responsibility to verify that the software meets the client’s requirements.

¨ This quote is good for 30 days, is in US Dollars and does not include applicable tax.

Company:	Data-Tel Info Solutions	Company:	Semantics Inc.
Signature:		Signature:
Print Name:		Print Name:
Title:		Title:
Date:		Date:

Maintenance Contract

Listed below are the options for support for your xSELLerator system – Data-Tel OnSite, Data-Tel Phone, and Data-Tel Basic. Data-Tel Long Distance (see the following page) is a way for you to reduce or even eliminate your support costs, so you may want to consider it as part of your support package.

Support Options

1. Data-Tel OnSite

Data-Tel Onsite includes onsite software and server hardware maintenance and repair (for catastrophic server failure only), within 24-hours if necessary, as well as phone support 24 hours a day, 7 days a week and one annual software upgrade. Mail-in service for client machines that you purchased from Data-Tel is also available. For mail-in service, the customer is responsible for paying for shipping and for parts that are not under manufacturer’s warranty. Data-Tel OnSite costs only $20 per station per month with a $500 minimum.

2. Data-Tel Phone

Data-Tel Phone includes phone support 24 hours a day, 7 days a week and one annual software upgrade. This option costs only $12.50 per station per month, with a $275 minimum. If onsite support is needed, the customer must pay $500 per day for the technician’s time, with a $500 minimum, and is responsible for all expenses associated with the incident, which may include: flights, hotel, rental car, and all meals and incidentals. The client is responsible for providing the itinerary and booking the flights, hotel, and rental car prior to the departure of the Data-Tel technician. Server hardware is not covered under this option.

3. Data-Tel Basic

To pay per incident, you can choose the Data-Tel Basic. During normal business hours (8:00am to 5:00pm MST) the fee is $150 per hour, with a one-hour minimum. After normal business hours, the fee is $300 per hour, with a one-hour minimum. Payment of this fee is required up front before any support is rendered and can be charged to either a Visa or Mastercard. We can store a valid credit card on file so we can immediately provide support to employees on a pre-approved list provided by your organization. If an “on-file” credit card is used, we will first digitally record the caller authorizing support and charge of the credit card, then we will immediately charge the card. Neither travel nor hardware replacement of any kind are covered under Data-Tel Basic support. If onsite support is needed, the customer must pay $1000 per day for the technician’s time, with a $1000 minimum, and is responsible for all expenses associated with the incident, which may include: flights, hotel, rental car, and all meals and incidentals. The client is responsible for providing the itinerary and booking the flights, hotel, and rental car prior to the departure of the Data-Tel technician. Server hardware is not covered under this option.

Please select one of the support options below.

Data-Tel OnSite ($500 per month minimum)

24 stations x $25.00 per station = $600 per month = $7,200 per year

Data-Tel Phone ($275 per month minimum)

24 stations x $15.00 per station = $360 per month = $4,320 per year

Data-Tel Basic

Billed per incident

Data-Tel Long Distance

The Data-Tel Long Distance option is designed to provide you with the highest level of support, including annual software upgrades, at minimal or no cost to you. This is achieved by applying 5% of your long distance usage (billable revenue) to your maintenance contract fees when you purchase long distance service through Data-Tel.

You may apply 5% of your long distance usage to either a Data-Tel OnSite contract or a Data-Tel Phone contract. Most of our customers choose to apply it to a Data-Tel Phone contract.

If for some reason 5% of your long distance usage in a given month does not fully cover the fee for the maintenance contract that you have selected, you will be billed for the difference between your support fee and 5% of the usage. This ensures that you receive the annual software upgrade and an enhanced level of support without incurring additional charges.

To further explain how you would be billed IF 5% of your long distance usage did not cover the fee for the maintenance contract that you select, an example is below.

If you have a Data-Tel Phone maintenance contract for a 48 station call center and your long distance usage for the month is $5,000, then your bill would be calculated as follows:

¨ (48 stations X $12.50 per station) – (5% X $5,000) = YOUR BILL

¨ $600 – $250 = $350

¨ You would be billed $350 for Data-Tel Phone support that month

In addition, 5% of long distance usage is applied to maintenance fees for the month following the receipt of commission, rather than the month that the long distance was used, and if you have multiple locations, an individual maintenance contract must be purchased and maintained for each location.

Payment Terms

Please select one of the payment options below.

I am purchasing Long Distance through Data-Tel. Please apply 5% of my usage to my monthly maintenance bill.

I am not purchasing Long Distance through Data-Tel and will pay for my maintenance contract monthly.

Amount per Month = $__________

I am not purchasing Long Distance through Data-Tel and will pay for a one-year maintenance contract in advance.

Total for Pre-Paid Annual Contract =

Amount per Month = $__________ x 12 = $___________

I will remit payment via:

Wire Transfer

Automatic Debits from My Bank Account

Credit Card

You will receive a form to provide any necessary account information.

General Terms

¨ This contract will remain in effect for a minimum of one year.

¨ At the end of the one-year term – as determined by the date of contract signature – the contract will automatically renew as a month-to-month contract.

¨ After the one-year term, Semantics Inc. may cancel the maintenance contract at any time with written notice.

I have read and understand the Anti-Virus Agreement herein. I understand that I cannot run Norton Anti-Virus on any computer networked with xSELLerator.

I understand that I cannot load any additional software onto the xSELLerator server without Data-Tel’s approval. Doing so may nullify this support contract.

Company:	Data-Tel Info Solutions	Company:	Semantics Inc.
Signature:		Signature:
Print Name:		Print Name:
Title:		Title:
Date:		Date:

Software License Agreement

for xSELLerator

Data-Tel Info Solutions of GSM Software Inc.

1. ACCEPTANCE NOTICE

1.1. READ THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT BEFORE SIGNING.

2. TERM

2.1. This license is effective until terminated. GSM Software Inc. (hereafter "GSM") may terminate this license agreement with 30 days' written notice to signee and/or licensee name (hereafter "you") if you fail to comply with any term or condition of this agreement or fail to pay GSM any monies due.

2.2. Upon termination, you agree to destroy all copies of the licensed software, documentation, modifications and merged portions in any form.

3. SCOPE OF USE

3.1. This license grants you the non-exclusive right to use the licensed software solely (a) for your own purposes; (b) on the one particular computer installation site identified below; (c) on a maximum of 24 extensions and a maximum of 48 lines at the same time; and (d) accordingly to all the terms and conditions set forth in the license.

AUTHORIZED LOCATION OF COMPUTER INSTALLATION

Licensee Name: Semantics Inc.

Software Location: __________________________________

__________________________________

GSM is using the above named address for the computer installation site location. If this address is incorrect or if you choose to move from this location, it is your responsibility to inform us of the true location to keep the license in effect.

3.2. You assume responsibility for the selection of the licensed software to achieve your intended results.

3.3. You may not sublicense, copy, modify or transfer the licensed software except as expressly provided in this license.

4. PROPRIETARY RIGHTS

4.1. You agree that the licensed software is the valuable proprietary property of GSM, no part of which may be reproduced or transmitted in any form or by any means, electronic, mechanical or otherwise, including photocopying and recording or in connection with any information storage or retrieval system without permission in writing from GSM.

4.2. You may not copy the licensed software or its documentation except for backup purposes or to load the licensed software into the computer as part of installation or execution of the program. All other copies of the licensed software or its documentation are in violation of this license.

4.3. You may re-sell the licensed software rights at any time providing you supply GSM with the name and address of the entity buying the software rights and have paid GSM all monies due.

5. LIMITED WARRANTY

5.1. GSM will provide all reasonable services to remedy any verified non-conformity to the software.

5.2. CORRECTION OF REPORTED ERRORS BY GSM IS THE SOLE AND EXCLUSIVE REMEDY UNDER THIS WARRANTY. THE LICENSED SOFTWARE IS PROVIDED WITHOUT ANY OTHER WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GSM DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL BE ERROR-FREE, THAT THE LICENSED SOFTWARE WILL OPERATE WITH ANY HARDWARE OR SOFTWARE, THAT THE LICENSED SOFTWARE WILL SATISFY YOUR OWN SPECIFIC REQUIREMENTS.

5.3. IT IS EXPRESSLY AGREED THAT GSM WILL NOT BE LIABLE FOR ANY LOST PROFITS OR CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES IN ANY EVENT. THIS WILL INCLUDE LOSS OF DATA.

6. WARRANTY SERVICE

6.1. GSM will designate a service location, which will accept written reports of non-conformance encountered when using the licensed software under normal conditions. You are responsible for the preparation and submission of a written problem report to the service location. FAILURE TO SUBMIT A WRITTEN PROBLEM REPORT OR SUPPLY GSM IN WRITING WITH DATA AND INPUT NECESSARY TO RECREATE ANY PROGRAMMING ERROR WILL VOID GSM'S WARRANTY AND RELIEVE GSM OF ANY OBLIGATION RELATING TO THAT PROGRAMMING ERROR.

7. SUPPORT POLICY

7.1. GSM’s support is available at negotiated prices.

8. GENERAL TERMS

8.1. This license constitutes the entire agreement between you and GSM regarding use of the licensed software. This license may be modified only by written agreement, signed by both you and GSM. This license agreement supersedes all prior representations, understanding or agreements between you and GSM.

8.2. Should any of the provisions of this license be declared invalid by any court of competent jurisdiction, the balance of the license will remain in full force and effect.

8.3. This license shall be governed by the laws of the State of Arizona.

Company:	Semantics Inc.
Licensee Signature:
Print Name:
Title:
Date:

Client Responsibilities Agreement

It is the responsibility of Semantics Inc. to complete the following requirements prior to the installation of xSELLerator. If any of the following are not completed, Semantics Inc. will be responsible for all additional expenses that Data-Tel may incur.

I. All booths, cubicles, and/or desks must be completely constructed and ready to accept:

· One Monitor

· One PC: The best position is on top of the desk with the monitor on top. If you have ordered a Tower unit it would be best placed under the desk, but not on the floor. The unit also must have appropriate access for the cables to connect to the PC. Most desks have holes for the wires to fit through and run down to their appropriate wall connections, keeping the desktop appearance as clean as possible.

· One Mouse and One Keyboard: Both have one cable each. The Mouse requires at least 1 sq. ft. clearance to move appropriately and the keyboard should have a 1’ x 2’ area to rest comfortably. A good cubicle or desk will have a keyboard pullout, which gives the ultimate ease of keyboard use.

· One Headset: Whether you purchase the headsets yourself or from us, you will need sufficient desk-space for the base of the unit and a place to set the headset either on top of the base or hanging on the wall of the cubicle. The headsets are analog.

II. All electrical wiring must be completed before anything is installed. The minimum electrical requirements for each station are as follows.

· For each Workstation: At least two 110 volt, 15 amp, three prong, ground fault outlets per computer are required, no more than 6 feet from the workstation, preferably closer so as the wires don’t have to stretch across the floor. The optimal distance would be 1-2’. If you have no choice in the matter, extension cords or power strips can be used, but must be provided by the client.

· For the Server: The UPSs can be supplied with your system. The server must have at least two of the same plugs as described above.

III. All data, voice, and T1 or ISDN wiring must be complete before installation. If you use your own cable company use the specs as follows.

· Data: Each workstation must have one data line. We are using a 100Mb network so Category 5, four-pair data cabling must be used. Each line must be labeled with the same number as the corresponding port on the patch panel. All lines must be tested. We cannot repair wiring which we did not install. All stations must have a patch cable with sufficient length to reach the workstations and sufficient patch cables are also required to reach the hubs.

· Switches: Depending on the size of your installation, you will need one, or more switches. The switches must have something to rest on; either a shelf or a rack depending on how your cabling was installed.

· Voice: Each station must have one voice line. The voice line must run to a punch down block; from the punch down block a male, 25-pin, 180° Amphenol connector must be run to the Server. Each line must be numbered correctly in correspondence to the line on the Amphenol connector. This is important; if the numbering is off it will take us several hours to set our system to the appropriate line numbers.

· Server: If the server is being placed in a room separate from the voice, data, and switch, then a data line must be run to the server, as well as the 25-pin Amphenol, and T1 or ISDN. If you are using analog lines, anything higher than a four-line system will require a LSI connector. If this is the case, please see the pin-out diagram.

· T1: The T1 signaling must be set at E+M immediate for outbound and E+M wink for inbound, and the required frame type is AMI-D4-SF for a standard T1 or B8ZS-ESF for an ISDN T1. The T1 must be run to the xSELLerator server, and a standard CAT 5 patch cable with sufficient length must be provided to connect to the server.

· High Speed Internet Connection or Live Phone Line: In one of the Agent, Manager, or Backup stations a high-speed Internet connection or live phone line must be wired and connected to the modem, we will use to dial in on PC Anywhere. This must be done before we can provide any technical support.

· Firewall: A firewall is required to help protect your server from viruses. Data-Tel recommends the SonicWALL SOHO3.

· Any additional cabling – i.e. extra live phone lines for modems or regular phones must be done. If you provide the cabling for Data and Voice you must provide all cable equipment – i.e. Patch Panel, punch down blocks, wall jacks, Amphenol connections, T1 connections. This equipment will generally be purchased from or through your Cable wiring contractor. This information should be passed to the contractor to ensure proper cabling.

IV. Appropriate operating conditions for the xSELLerator server and

workstations are as follows;

· In the server room: An appropriate operating temperature of 80° Fahrenheit or below is required to keep the equipment from overheating. If the equipment fails and the room is at over 80°, this voids the warranty. An air filtration system is recommended to keep a high percentage of dust from entering the server. The server must be kept at least a foot off of the ground so that vacuuming or mopping won’t disturb the system. A tip: If you spray the carpeting in your office with Downyä once a month, your systems will most likely not suffer from the effects of static which vacuuming and regular office traffic may cause. To keep the system clean, use a can of compressed air every six months.

· For all systems: You will most likely keep the room at below 80° for your reps so the workstations will not be an issue. However, it is wise to keep an open airflow around the system and monitor so that overheating does not occur.

V. Semantics Inc. may not load additional software on to the server without Data-Tel’s written approval. Failing to gain Data-Tel’s approval may nullify the terms of your support contract.

Company:	Semantics Inc.
Signature:		Title:
Print Name:		Date:

Anti-Virus Agreement

Due to the ongoing threat of computer viruses and the unpredictable and disastrous effects they can have on one’s business systems, Data-Tel Info Solutions will no longer provide its customers with free technical support related to these types of problems.

It is the sole responsibility of Semantics Inc. to implement and maintain virus protection on all its workstations and servers. This is a crucial step that needs to be taken to ensure that your network is protected against viruses because recovering from a virus attack can be very costly to your company.

Viruses are real and not only destroy data but can destroy hardware as well. Please take this warning seriously and immediately purchase, install, and maintain virus protection software for your entire company.

It is our recommendation that your company purchase a McAfee Anti-Virus software program called VirusScan ASAP.

Norton Anti Virus has known conflicts with the software and cannot be used.

Data-Tel Info Solutions’ support for virus issues is charged at $125 per hour plus all expenses.

This policy overrides any and all maintenance agreements between your company and Data-Tel Info Solutions, written, verbal, or otherwise.

Thank you for considering this warning seriously.

Company:	Semantics Inc.
Signature:
Print Name:
Title:
Date: