EXHIBIT 10.28
AETNA CONTRACT NO. 6346
AMENDMENT NO. 1
TO
MASTER AGREEMENT
BETWEEN
AETNA LIFE INSURANCE COMPANY.
AND
IBS INTERACTIVE INC.
This Amendment (the "Amendment") to the Master Agreement dated October 23rd,
1997 between Aetna Life Insurance Company ("Aetna") and IBS Interactive Inc.
("IBS") is made as of this 27th day of November, 2001, by and between DIGITAL
FUSION INC., ("SUPPLIER") as successor in interest and assignee to certain
assets of "IBS", located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ and
AETNA LIFE INSURANCE COMPANY ("AETNA"), a Connecticut corporation, with its
principle place of business located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ ("Aetna"). The following amendments are incorporated into and made a part
of the Agreement. All sections and paragraphs of the Agreement not hereby
amended shall remain in full force and effect. Capitalized terms not otherwise
herein defined shall have the meanings ascribed to them in the Agreement. In
case of a conflict, the terms of this Amendment will control and prevail over
those contained in the Agreement.
IN WITNESS WHEREOF, THIS AMENDMENT IS EXECUTED BY THE DULY AUTHORIZED
REPRESENTATIVES OF THE PARTIES.
DIGITAL FUSION INC. AETNA LIFE INSURANCE COMPANY
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Signature Signature
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Print Name Print Name
CEO Commodity Specialist
-------------------------------- ---------------------------------------
Title Title
12/14/01 12/22/01
-------------------------------- ---------------------------------------
Date Date
1
AETNA CONTRACT NO. 6346
AMENDMENT NO. 1
TO
MASTER AGREEMENT
BETWEEN
AETNA LIFE INSURANCE COMPANY
AND
DIGITAL FUSION INC.
This amendment (the "Amendment") to the Master Agreement dated October 23rd,
2001 between Digital Fusion Inc. (the "Supplier") and Aetna Life Insurance
Company ("Aetna") (the "Agreement") is made as of this 27th day of November,
2001. The following amendments are incorporated into and made a part of the
Agreement. All sections and paragraphs of the Agreement not hereby amended
shall remain in full force and effect. Capitalized terms not otherwise herein
defined shall have the meanings ascribed to them in the Agreement. In case of a
conflict, the terms of this Amendment will control and prevail over those
contained in the Agreement.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the
parties agree to amend the Agreement as follows:
THE LANGUAGE IN SECTION 3.02 IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED
WITH THE FOLLOWING:
Invoicing and Payment. Supplier shall submit itemized invoices of fees
and accept payment for such fees electronically. Invoices must be
submitted on a monthly basis or in accordance with the payment
schedule set forth in the applicable Schedule. Each invoice shall
include the purchase order number, Supplier Employee name, hourly rate
(if applicable), dates of service and total number of hours billed.
Payment terms are sixty (60) days calculated from the date the invoice
was received. Aetna shall receive a discount of 1 1/2 percent (1.5%)
for invoices paid within 15 days of receipt at our Accounts Payable
Department (Hartford, CT). Invoices submitted six months after the
Services were rendered shall be presumed to have been paid, and it
shall become Supplier's burden to demonstrate otherwise. Invoices
received one year or more after the date the Services were rendered
shall be deemed null and void, and Aetna shall be relieved of its
obligation to pay them. Failure by Aetna to make payments to Supplier
that are reasonably disputed in writing shall not constitute a
material breach of this Agreement. Aetna will pay each invoice that
complies with this Section and is approved by the Aetna Project
Manager (if any) unless Aetna has some reasonable basis for
non-payment. Immediately upon Aetna or Supplier determining that Aetna
is owed a credit of any kind, Supplier shall itemize each such credit
on the next invoice. At Aetna's option, Aetna may request that
Supplier submit a check to Aetna in an amount equal to any such credit
within fifteen (15) days of Aetna's request to do so.
THE LANGUAGE IN EXHIBIT I YEAR 2002 IN SCHEDULE NO. 6 IS HEREBY DELETED IN ITS
ENTIRETY AND REPLACED WITH THE FOLLOWING:
SITE PROJECT
RATES LEVEL I LEVEL II LEVEL III TEMPS MANAGEMENT MANAGEMENT
Annual $64,896.00 $86,528.00 $97,344.00 NA $101,670.40 $146,794.75
MONTHLY 5,408.00 $7,210.66 $8,112.00 NA $8,472.54 $12,232.90
HOURLY $31.20 $41.60 $46.80 $56.16 $48.88 $70.57
OVERTIME $46.80 $62.40 $70.20 $84.24 $73.32 $105.90
RETAINER NA None None $5,667.00 None None
EXPENSES Yes None None Yes Travel Travel
Dependent upon Dependent upon Dependent Dependent upon $101,670.40 $146,794.75
PERSONAL usage. usage. upon usage. usage. plus travel plus travel
expenses expenses
2
IN WITNESS WHEREOF, THIS AMENDMENT IS EXECUTED BY THE DULY AUTHORIZED
REPRESENTATIVES OF THE PARTIES.
DIGITAL FUSION INC. AETNA LIFE INSURANCE COMPANY
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Signature Signature
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Print Name Print Name
CEO Commodity Specialist
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Title Title
12/14/01 12/22/01
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Date Date
3
