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Effective January 1, 2005

TOPS Technologies LLC

Service Fees And Billing Practices

TOPS Technologies LLC. applies a modified job value pricing system in establishing our fees for services. In every instance we attempt to be as cost effective as is practical in the conduct of any given project to maximize the benefits to the client. We invite discussion of cost and scope of work, both before and following the completion of any project. Most of our billings are on a "time and material" basis in accordance with the following schedule. Depositions and court proceedings are billed on a "per diem" basis. "Fixed Price" or "Time and Materials with Cost not to Exceed" quotations may be established for some classes of industrial work. Minimum fees and/or retainer fees may be required for certain specific types of engagements; e.g., listing TOPS Technologies LLC as an expert witness. Please inquire in advance. On certain large projects, which involve extraordinary requirements for cash outlays, special handling procedures must be negotiated during the planning stages of the project. It is our practice to bill on a monthly basis. We request all invoices be processed promptly; terms are net thirty days. A 1.5 percent charge is added monthly on all invoices unpaid after sixty days.

As a condition of the use of TOPS Technologies LLC services, the client agrees to assume full responsibility for all costs, fees and reasonable expenses incurred due to work on any portion of a project, including any subpoena, court order or direct involvement in any aspect of a suit served on TOPS Technologies LLC or any member of the TOPS Technologies LLC staff arising out of the work performed for the client regardless of the time frame when served. In the event any subpoena, court order or complaint is served upon TOPS Technologies LLC, or one or more of the TOPS Technologies LLC employees or associates requiring his or their appearance at a trial, at a deposition or for other discovery purposes arising out of the work performed by them, the client will pay the necessary expenses and hourly fees, including attorney fees’, if applicable, for the entire time spent by each employee or associate complying with the subpoena or court order, including, but not limited to: time spent gathering and organizing documents and exhibits; preparing duplicates of any documents or other written, drawn or printed materials; reviewing and preparing to give testimony; traveling in response to the subpoena or order; and testifying in deposition or at trial. If you are not able to comply with the terms and conditions as outlined, advise us immediately so we can make mutually agreeable arrangements.

ENGINEERING AND CONSULTING FEES

Our Engineering and Consulting fees are now based on a multi-tier schedule as follows:

The Hourly rate is for increments less than 8 consecutive hours. - $75

The Daily rate is for eight or more hours in a single 24 hour period - $65

The Semi Monthly rate is for 20 to 39 hours in a 30 day period. - $60

The Monthly rate is for 40 to 79 hours in a 30 day period - $55

The Lowest Monthly rate is for 80 or more hours in a 30 day period. - $50

The best part is that TOPS will track the hours and adjust the rate to the proper level --- You don't have to ...!

Plus - The first two hours of travel are included in the above schedule!

Court and deposition appearances are charged on a minimum of eight hours per day. If subpoenaed, the assignable costs and the standard deposition fee are the responsibility of the client and will be billed to the client, even if the project has been closed.

The Technical Support Order has been suspended

OTHER SUPPORT & SERVICE OFFERINGS

When the work begins to back up --- Tops can do the following:

Drawings - one-line, floor plans or technical illustrations, (MS Visio, CAD)

Training - Materials - Videos and Power Point.

Specialized Excel "TOOLS" - spread sheets that improve efficiency by performing repetitive calculations.

Specialized WORD "TOOLS" to streamline administration and report functions.

Routine Fees

Hotel / Lodging and Meals are billed at cost + 8%

Mileage: Automobile $0.75 per mile

Truck/van $1.45 per mile

Auto carrier $2.75 per mile

Materials, Purchase Orders, Subcontracts Cost+ 15%

Photocopies $0.25 per copy

Administrative Support $70 per hour (for MS OFFICE SUITE)

When projects require the use of specialized equipment, there will be a charge for the use of that equipment on an hourly or per diem basis. Representative equipment includes, but is not limited to, Load Banks, Portable generators, Conductance/Resistance Testing Equipment, IR Heat Measuring Equipment, cameras, video cameras, computer data acquisition equipment, etc. Contact TOPS Technologies for a quote

INDEMNIFICATION AGREEMENT

TOPS Technologies LLC, Inc. and/or its affiliates, (including the TOPS Technologies LLC office located in Cheshire CT), provides consulting Technologies LLC services to assist and complement the efforts of a client's Engineering, design and technical staffs. TOPS Technologies LLC does not consider itself to be a part of the distribution chain of any product or process and should not be understood to make any representation or to offer, and it expressly disclaims any express or implied warranty with respect to the quality, condition, merchantability or fitness for purpose of any product, mechanism, component or structure designed, manufactured, assembled, distributed or constructed by a client, or by any other party, in reliance upon any service rendered or information provided by TOPS Technologies LLC. In consequence of the above, TOPS Technologies LLC requires the agreement of every client to indemnify TOPS Technologies LLC from and against any claims of product liability arising out of or associated with any work performed by TOPS Technologies LLC under this agreement. Therefore, as a condition of the use of TOPS Technologies LLC services by a client, it is agreed that, in the event any claim is made or suit is brought by a third party against TOPS Technologies LLC, or any of its officers, directors, employees, consultants or agents, sounding in negligence, breach of contract, breach of express or implied warranty, misrepresentation or strict tort liability or any other form of action seeking damages for personal injury, death, property damage, loss of profits, damage to products or business reputation, product recall or other losses or damage arising out of, concerning, or in any way related to the services performed or information provided by TOPS Technologies LLC under this agreement, then the client will defend, indemnify and hold harmless TOPS Technologies LLC, its officers, directors, employees, consultants, agents, insurers, successors and assigns, and each and every one of them from and against any and all losses, costs, attorneys’ fees, expenses, damages and liability for compensatory or punitive damages (including the aggregate amount of settlements paid in reasonable anticipation of liability) which TOPS Technologies LLC or any of the protected persons or parties named above may pay or incur or for which any of them may become liable on account of such claim or suit. TOPS Technologies LLC will perform its services using that degree of care and skill ordinarily exercised under similar conditions by members of the Engineering profession practicing in the same or similar locality at the time the services are performed. TOPS Technologies LLC agrees, to the fullest extent permitted by law, to indemnify and hold the client harmless from any damage, liability or cost (including reasonable attorneys’ fees and costs of defense) to the extent caused solely by TOPS Technologies LLC negligent acts, errors or omissions in the performance of professional services rendered under this proposal or anyone for whom TOPS Technologies LLC is legally liable. Authorization for TOPS Technologies LLC to initiate work and/or utilization of any TOPS Technologies LLC work products, shall constitute acceptance of the above agreement by the client.

Effective January 1, 2005