EXHIBIT 10.1
RETAIL WEB PROJECT AGREEMENT
SOFTWARE DEVELOPMENT FOR
"I SITES, INC."
ISSUED BY
DIVERSIFIED BUSINESS CONCEPTS, INC.
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RETAIL WEB PROJECT
TABLE OF CONTENTS:
SECTION: PAGE
Project Agreement 3
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2. Project definition and Scope 8
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3. Project management 9
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3.1 System Environment 9
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3.2 Project Implementation Methodology 9
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3.3 Project Milestones & Schedules 10
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4. Project execution and delivery 13
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4.1 Project Activity breakup 14
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5. Payment term/Schedule 15
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6. Deliverables 16
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7. Post Implementation Support 16
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8. Terms and conditions 16
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R E T A I L W E B P R O J E C T A G R E E M E N T
BETWEEN
DIVERSIFIED BUSINESS CONCEPTS, INC.
AND
I SITES, INC.
PURPOSE
The purpose of this Document is to describe the services that Diversified
Business Concepts, Inc., (Supplier, or "DBCI") will provide to Customer, I
SITES, INC., INC. under the terms and conditions of Project Agreement .The
Agreement represents the complete and total understanding of the parties
regarding the services to be provided under this Agreement.
Diversified Business Concepts, Inc., through its joint venture partner Pyxis
Technology Solutions Ltd. ("Pyxis"), which is located in Visakhapatnam, India,
("GTS" shall denote the partnership between DBCI and Pyxis) will Provide and
Coordinate Services to design, develop, test and implement software for the
RETAIL WEB PROJECT in order to deliver the project to I SITES, ▇▇▇.▇▇ per
Functional Requirement in Annexure-1.
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1. PROJECT DEFINITION AND SCOPE
This Section Outlines the scope of work required to meet I SITES, INC. schedule
and functional requirements.
PROJECT OBJECTIVES / GOALS:
Development of a real-time price comparison agent with integrated affiliate
program coding. This would provide the ability to offer visitors to the website
real-time pricing on products such as CD's. DVD's and books, TV's, stereo's,
computers, etc.(with unlimited expansion potential to other commodities). It
would also seamlessly integrate the site's affiliate codes into the results so
that the visitor never leaves the I-Sites website and such that the I-Site site
essentially earns a commission from the vendor no matter what vendor the
visitors buy from.
-- Functional Requirement specifications are as per Annexure-1.
-- All the required Hardware and Licensed Software required to
install/ run the application is to be purchased by I SITES,
INC. and the supply of the above is not in the scope of GTS.
In case I SITES, INC. requires the product to be tested by
any specific testing package tool then the same has to be
procured by I SITES, INC.
2. PROJECT MANAGEMENT
The Section attempts to present the information with regard to proposed
software tools, development methodology, plans / schedules of implementation,
documentation formats, application support, manpower skills and other related
aspects for successful and effective project implementation. Diversified
Business Concepts, Inc. conforms to I SITES, INC. preferred route for SAT (Site
Acceptance Test).
3.1 SYSTEM ENVIRONMENT
OPERATING ENVIRONMENT
Windows-NT server with IIS (Internet Information Server)
DATABASE
SQL Server or Oracle 8i
DEVELOPMENT TOOLS
ASP (Active Server Pages), VB COM, HTML and Java Script
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3.2 PROJECT IMPLEMENTATION METHODOLOGY
Our methodology for implementation of the System would be as under:
3.2.1 Initial Kick-Off Meeting: On confirmation of order, GTS Technology
Solutions Inc. will organize a "kick-off" meeting with the customer's
representatives to signify start of project.
-- I SITES, INC. will designate its project facilitator / project
manager who will liaise with GTS on project implementation / scope,
approval of specs and requirements and making decisions for
implementation of application. He will work as overall project manager
with authority on project activities.
-- GTS project leader will conduct review of detailed design; lead the
development team for development, testing and quality assurance along
with the implementation support. GTS will be responsible for the
project development. GTS project leader will report to I SITES, INC.
project manager.
The following aspects will be reviewed in detail during the kick-off meeting:
-- Activities identified in the implementation process and allocation of
responsibilities between GTS & I SITES, INC.
-- Hardware Availability / Site-preparation discussions
-- Project guidelines and implementation methodology
After the kick-off meeting GTS Project Leader will prepare a detailed project
schedule and submit the same for approval by I SITES, INC..
3.2.2 Mobilization: This phase requires GTS to identify and mobilize the
manpower required for the project within a week after project kick-off. One GTS
Project Leader will be assigned to co-ordinate and manage and control all
aspects of the project life cycle with respect to the analysis, design,
development, quality assurance and adherence to delivery schedules. I SITES,
INC. will appoint a one-point coordinator (I SITES, INC. Project Manager)
responsible for issues related to finalization of specifications, project
management and implementation, on behalf of customer.
3.2.3 Review of Technical Design and Specifications: GTS will appoint a
functional consultant to review further and refine I SITES, INC.'s design
specs. The functional consultant will work closely with I SITES, INC.
coordinator in:
-- Understanding the systems & procedures
-- Conducting customer interviews
-- Discussing integration issues
-- Laying down standards (File updates, primary keys, foreign keys,
validation rules)
-- Development of specifications document
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A revised design and specifications document will be prepared after the above,
which would clearly state the requirements, objectives, constraints and
controls. The document would have to be approved by I SITES, INC. in order for
the process to move forward.
The following elements of the application being developed will be studied in
this process:
3.2.4 Detailed Design and Development: GTS will commence coding the application
at its development center at Pyxis in India. GTS shall have to use its own
development platform (hardware, database and development tools) for the
development of the application at its development center.
3.2.5 Database Design: Database design involves the design of the table
structures, views, etc., on the basis of the customization to be carried out
Oracle 8i may be used to generate the database design. The structures thus
created may have to be fine-tuned (normalized / de-normalized) to gear up for
performance.
3.2.6 Program Level development plan and project schedule: A detailed schedule
will be prepared that will specify all areas of the development activities and
time frames / completion dates related to each activity / program development,
along with the resources identified to execute each activity. The program
development life cycle is detailed to the extent of development, testing and
Quality Assurance for the application. The programs will be developed in
accordance to the detailed project plan. The development plan would include
program development, checkout, program level documentation and QC.
3.2.7 Internal Testing and Quality Assurance: Each program would pass through
the Program Test / Code Review phase. GTS would test the entire application to
ensure accuracy of the data entered, updated, processed and reported. The
system checkout will also highlight non-adherence to specifications and items
missed out during the development process. I SITES, INC. shall provide sample
test case data for the purpose.
3.2.8 Site Acceptance Test: I SITES, INC. will coordinate and conduct a
detailed site acceptance test (to be performed at GTS's Development center at
Pyxis in VEPZ, Visakhapatnam). GTS will coordinate with I SITES, INC. for the
acceptance test plan and execution with test cases in a step-by-step manner.
Any minor changes or improvements identified would also be incorporated during
test stage or soon after the test completion. I SITES, INC. will sign the site
acceptance if the specifications and requirements have been met and found to be
functionally satisfactory.
Note: I SITES, INC. will provide data for testing including a spreadsheet model
containing validated results for specific calculations of the system. The same
will be used for internal testing by GTS for reconciliation before site
Acceptance Test is taken up.
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3.2.9 User Training On Retail Web Project: GTS shall provide detailed training
on the usage of the applications for two System Administrators either at I
SITES, INC. or at the Pyxis site in India.
In case the Training is to be given at I SITES, INC. Site, then any expenses
from India of Engineers employed, and the training infrastructure are to be
borne by I- SITES, INC. and are not included in the estimate given in this
Contract.
Expenses include
Travel (Air Travel)
Boarding and Lodging in a Decent Hotel *
(* For the period of Training)
Training Infrastructure
The training will be specific to the business processes of I SITES, INC.
systems implementation.
3.2.10 User Documentation: I SITES, INC. will be provided with a complete set
of user documentation of entire application as part of the proposal. GTS shall
deliver one soft copy and one hard copy of the documentation. Typical Structure
/ Format of User Documentation includes:
-- Overview of application system
-- Module wise documentation in the format of:
-- Function/module item with its purpose
-- Screen print of the screen
-- Brief description of the function module
-- Description of each item of the screen
-- Messages and error processing details
-- Authorization rules and roles for the module
-- Remarks or notes
Soft copy will be delivered in MS-Word-97 files.
3.2.11 System Documentation: I SITES, INC. will be provided with a complete set
of system / technical documentation of the entire application as part of the
proposal. GTS shall deliver one soft copy (using MS-Word-97) and one hard copy
of the documentation. Typical Structure / Format of System documentation
includes:
-- Overview of application system
-- System Architecture detailing Hardware, DBMS and System
Software
-- Module wise technical documentation in the format of:
-- Function with its purpose and Screen print of screen
-- Brief description of the function module
-- Description of each item of the screen
-- Inputs and Outputs for the module
-- Database information (tables and columns used along
with mode of usage)
-- Remarks or notes
Soft copy will be delivered in MS-Word-97 files.
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3.2.12 Live Run: The users would enter live data and process them for a period
of 15 days during which GTS shall provide constant improvements and
enhancements. The reports for the same will be reviewed and the site acceptance
is further confirmed by I SITES, INC.
If case the enhancements are to be made at I SITES, INC. locality then, the
expenses of the engineers employed as mentioned above must be ▇▇▇▇▇ by I SITES,
INC. and are not included in the estimate given in this Contract.
It is GTS's commitment to meet the highest software quality and standards along
with the successful project implementation meeting all requirements and
expectations of I SITES, INC.
3. PROJECT EXECUTION AND DELIVERY
The development and testing of the product will be done at Pyxis development
center in Visakhapatnam, India. The standard ISO procedures implemented at
Pyxis will be used for the development of the product.
The System will be implemented using the Development life cycle as shown in the
figure below. This approach essentially refers to the testing of software
against the technical specifications during each stage of its life cycle to
ensure conformance.
Each of the phases in the methodology is iterative in nature. This implies that
a review of the current phase can be done at any time as well as at the end of
each phase. The results of the review may force a return to the previous phase
so that a change can be rippled through the current phase.
The arrows leaving the middle of a phase rectangle indicate that the linked
phase can be parallel to the previous phase though lagging behind. Arrows
leaving the right hand side of a phase imply that this phase must be completed
before the target phase can be executed.
The Integration and Test phase has the most important tasks of:
-- Detecting errors of design and implementation
-- Prevent the propagation of errors through the system
-- To minimize the risk of delay caused by such errors.
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It consists of a series of stages so that for any item the accepted test
criteria must be passed before the test can progress to the next layer.
However, final testing will continue as each new subsystem is added to the
phase.
[CHART]
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4.1 PROJECT ACTIVITY BREAK-UP
Specific activities, milestones and checkpoints are presented in the table
below Effective from the date of signing of the agreement:
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ACTIVITY AGENCY SCHEDULE SCHEDULE ACTUAL ACTUAL CALENDAR
FROM TO FROM TO DAYS
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1 Project Kick off and planning I SITES, INC. 3 days
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2 Mobilization of manpower, GTS 1 day
arrangement of development
platform
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3 Study organization structure, GTS / I SITES, INC. 3 days
business processes/work flow &
MIS requirements
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4 Revise specs and prepare GTS / I SITES, INC. 2 days
technical specification for
Customer sign-off
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APPLICATION DEVELOPMENT & TESTING
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5 Develop application as per specs GTS 45 days
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6 Internal Testing and fine tuning GTS 3 days
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SITE ACCEPTANCE TEST
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7 Enter sample and test cases & I SITES, INC. 4 days
check
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8 Enhancements, Tuning and GTS / I SITES, INC. 6 days
Acceptance
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IMPLEMENTATION
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9 Installation of database and GTS 2 days
application
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10 User Training GTS / I SITES, INC. Parallel
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11 Live run of applications And I SITES, INC./ GTS 15 days
Implementation sign-off
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PROJECT COST
Total Man-hours estimated - 2,500
Man Hour rate - $18
Total estimated cost - $45,000*
*Inclusive of Site Development and API for two vendors.
GTS will develop the entire site and the set of API for two vendors initially.
Development of additional vendors' API will be charged at actuals. It is
estimated that it would cost 150 Person Hours to develop API for each vendor.
However, this may come down to 75 Person Hours based on repetition of vendor
environment.
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5. PAYMENT PLAN / SCHEDULE
The total Consideration for the project is I SITES, INC. The Payment shall be
made in accordance with the progress of the project in the following way
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PERCENTAGE OF TOTAL AMOUNT STAGES OF PAYMENT
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30 On signing of Agreement
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40 On submitting for Testing
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20 After Acceptance of Testing
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10 After sign-off
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6. DELIVERABLES:
The following are the Deliverables:
a) System Specifications
b) Software or Source Code
c) User and Operations Manuals
7. POST IMPLEMENTATION SUPPORT
7.1 GTS will provide continued and qualitative support for 30 days from the day
of installation at I SITES, INC. or 30 days from the date of delivery of the
software which ever is earlier.
7.2 GTS will provide continued and qualitative support on long-term basis.
A separate contract with GTS has to be signed for annual maintenance as per
customer choice.
8. CHANGES
During the course of the project the need to make changes to various aspects of
the project may arise. If the changes to be done exceeds 25% of the cost of the
project calculated as per the man-hour rate a separate contract has to be
signed by GTS and I SITES, INC. Pty. If the changes to be done are less than
25% of the project cost calculated as per the man hour rate a flat rate of $10
per hour will be charged by GTS to accomplish the changes.
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9 TERMS AND CONDITIONS OF THE AGREEMENT
1. The "Effective Date" is the date on which the Agreement is signed by
Diversified Business Concepts, Inc. and I SITES, INC.
2. The "Expiration Date" is 30 days from the day of installation at I
SITES, INC. or 30 days from the date of delivery of the software which
ever is earlier.
3. "Term of this Agreement" begins on the Effective Date and runs through
the signing of this contract to the Expiration Date.
4. Limitation of Liability. Neither party shall be liable to the other
under this Agreement for any special, indirect, incidental, punitive,
exemplary or consequential damages.
5. Specific Performance. During the Term of this Agreement, either party
may seek specific performance of any provision of this Agreement as
provided; the party seeking such performance is not in material breach
of its obligations.
6. Applicable Law. Any claim or controversy relating in any way to this
Agreement shall be governed and interpreted exclusively in accordance
with the laws of the State of Florida and the United States without
regard to the United Nations Convention on Contracts for the
International Sale of Goods. This Agreement shall be deemed to have
been made in, and shall be construed under, the internal laws of the
State of Florida, without regard to the principles of conflicts of
laws thereof and the United Nations Convention on Contracts for the
International Sale of Goods. Any mediation under this Agreement shall
be conducted in Broward County, Florida. In addition, all parties to
this Agreement acknowledge and agree that the courts located in such
county shall have exclusive jurisdiction in any action or proceedings
with respect to this Agreement, including the federal district courts
located in such county.
7. Dispute Resolution. All disputes arising in connection with this
Agreement shall be resolved as follows:
(i) General Intent. I-Sites and GTS intend that all problems and
disputes relating to this Agreement or arising from the transactions
contemplated hereby ("Disputes") shall be resolved through the
procedures of this Section provided, however, that neither party shall
be under any obligation to proceed in accordance with this Section
with respect to Disputes concerning any alleged breach of this
Agreement, as to which a party may take any legal action in a court of
law or equity (without the necessity of posting any bond) to assert or
enforce a claim that it has against the other party under this
Agreement. The procedures in this Section shall not replace or
supersede any other remedy to which a party is entitled under this
Agreement or under applicable law.
(ii) Informal Resolution Efforts. I-Sites and GTS initially shall
attempt to resolve Disputes through informal negotiations conducted by
the president or any officer or designee of I-Sites and of GTS.
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(iii) Mediation. If a Dispute cannot be resolved under this
section, the Dispute shall be submitted to mediation by written notice
of the party seeking mediation to the other party. In the mediation
process, both parties shall attempt in good faith to resolve their
differences voluntarily with the aid of an impartial mediator, who
will attempt to facilitate negotiations. The mediator shall be
selected by mutual agreement of the parties. If both parties cannot
agree on a mediator, the American Arbitration Association or
JAMS/Endispute shall designate a mediator at the request of either
party. Any mediator so designated must be acceptable to both parties.
The mediation shall be confidential, and the mediator may not testify
for either party in any later proceeding relating to the Dispute. Each
party shall bear its own costs in the mediation. The fees and expenses
of the mediator shall be shared equally by the parties.
(iv) Court Actions. If ▇▇▇▇▇▇.▇▇▇ and Distributor cannot resolve a
Dispute through mediation as described above, either party may seek
further redress by taking legal action in a court of law or equity to
assert or enforce a claim that it has against the other party under
this Agreement.
8. Statute of Limitations. Any action for breach of these terms and
conditions must be commenced within one (1) year after the cause of
action has accrued.
9. Partial Illegality. If any provision of this Agreement or the
application thereof to any party or circumstances shall be declared
void, illegal or unenforceable, the remainder of this Agreement shall
be valid and enforceable to the extent permitted by applicable law. In
such event, the parties shall use their best efforts to replace the
invalid or unenforceable provisions by a provision that, to the extent
permitted by the applicable law, achieves the purposes intended under
the invalid or unenforceable provision. Any deviation by either party
from the terms and provisions of this Agreement to the limited extent
necessary to comply with applicable laws, rules or regulations shall
not be considered a breach of this Agreement.
10. Waiver of Compliance. Any failure by any party hereto to enforce at
any time any term or condition under this Agreement shall not be
considered a waiver of that party's right thereafter to enforce each
and every item and condition of this Agreement.
11. Bankruptcy: - The filing of a petition of bankruptcy, Weather
voluntary or involuntary or appointment of the receiver or trustee for
all or part of either party's property or making of an assignment for
the benefit of either party's creditor's shall be deemed to be a
breach of the agreement and non-bankruptcy party may immediately at
it's sole discretion cancel the agreement.
12. Termination.
(A) In the event an arbitration award or court judgment is rendered
specifically enforcing any provision of this Agreement or declaring a
party's rights or obligations under this Agreement, either party may,
by giving written notice, demand that the other party comply with the
award or judgment. In the event that the other party fails to comply
with the order or judgment within ninety days after the giving of
notice
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(unless relieved of the obligation to comply by a court or arbitration
order before the end of that ninety-day period), the first party may
terminate this Agreement immediately by giving the other party written
notice of termination.
13. Assignment. Neither party may assign this Agreement without the prior
written approval of the other party, such approval not to be
unreasonably withheld. Notwithstanding the foregoing sentence, a party
may assign this Agreement by giving written notice to the other party
in the following circumstances, provided the assignee agrees in
writing with the other party to assume the assigning party's
obligations under this Agreement.
14. Notices, Designations, and Specifications. All notices to be given
under this Agreement shall be given in writing at the address of the
appropriate party as set forth below, unless that party has given a
notice of change of address in writing. Any notice required by this
Agreement shall be deemed to have been properly given when delivered
in person, when sent by electronic facsimile, or when scheduled for
delivery by internationally recognized courier service.
If to Diversified Business Concepts, Inc.:
DIVERSIFIED BUSINESS CONCEPTS, INC.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ "▇"
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
If to I SITES, INC. addressed to:
I SITES, INC.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
15. Dates and Times. All dates and times relevant to this Agreement or its
performance shall be computed based on the date and time observed in
Florida.
16. Entire Agreement. This Agreement constitutes the entire agreement of
the parties here to pertain for this supersedes all prior agreements,
understandings, negotiations and discussions, whether oral or written,
between the parties on that subject.
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17. Amendments and Waivers. No amendment, supplement, or modification of
this Agreement or any provision hereof shall be binding unless
executed in writing by both parties. No waiver of any provision of
this Agreement shall be binding unless evidenced by a writing signed
by the party waiving compliance with such provision. No waiver of any
of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provision hereof, nor shall any such
waiver constitute a continuing waiver unless otherwise expressly
provided.
18. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their duly authorized representatives.
DIVERSIFIED BUSINESS CONCEPTS, INC.
BY: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
PRESIDENT
DATE: NOVEMBER 9, 2001
I SITES, INC
BY: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇
PRESIDENT
DATE: NOVEMBER 9, 2001
