INPRO CONVERSION BID

Service Agreement


This agreement for Computer Services is made and entered into as of this date by and between INPRO International, Inc. (herein referred to as "INPRO") and ___________________________ ("CUSTOMER").

Now therefore, in consideration of the mutual promises set forth herein, INPRO and CUSTOMER hereby agree as follows:

SERVICE AND SCOPE OF WORK

INPRO agrees to perform for the CUSTOMER the programming services listed in (Attachment A), annexed hereto. Such services shall be provided in accordance with the provisions of this agreement and the applicable schedules annexed hereto. INPRO will provide the staff to complete the service of the agreement, as well as the software listed in the deliverables section of Attachment A.

TERM

INPRO shall commence services for the customer upon such time that the terms and conditions of Attachment A hereof are satisfied. This agreement shall continue until the terms and conditions of Section PAYMENTS and MODIFICATIONS OF SERVICES are satisfied.

FEES

INPRO will bill an hourly rate of $___.__ per hour for time worked on CUSTOMER assignments, installation and problem determination. All travel expenses will be billed on an actual and reasonable basis.

PAYMENTS

CUSTOMER will be billed weekly, and payments will be due upon receipt of invoice.

SOLICITATION OF EMPLOYEES

INPRO and CUSTOMER agree for a period of (1) one year after termination of this agreement neither party will hire or otherwise induce employees of either company to leave the employ of either company for any reason whatsoever, unless agreed in writing by both parties.

TERMINATION

CUSTOMER will provide INPRO with at least 30 days notice of termination of the consulting agreement. At that time, a new contract can be signed in the event more hours are required.

Prices quoted above are only good if executed within 15 days of the date of the contract and are subject to change at INPRO's discretion with 15 days notice to above client. After 15 days we will need to requote the contract.

MODIFICATION OF SERVICES

The parties may at any time modify the scope of the Service Agreement. Such modification of services shall be reduced to writing and signed if agreed to by both parties to this agreement. Said modification of services shall become incorporated into the terms and conditions of this agreement.

PROPERTY

The conversion of programs performed by INPRO under the terms of this agreement, including but not limited to computer programs, and operation instructions will be considered solely the property of the CUSTOMER and will not be considered works for hire.

WARRANTY

INPRO makes no warranty, express or implied, including the warranty or merchantability of warranty of fitness for a particular purpose, of any kind WHATSOVER, and all such warranties are hereby excluded by INPRO and waived by CUSTOMER.

ACCEPTANCE OF SERVICE

The final product of the service will be a system which has the converted features listed in Attachment A. In addition, the converted system must perform the same functions in the same manner as did the system prior to the conversion. The CUSTOMER will supply test data and expected results which will be used by INPRO to test the system prior to CUSTOMER'S Final Acceptance Testing.

The Final Acceptance Testing of the system will be performed by the CUSTOMER at the CUSTOMER'S location. The CUSTOMER will have the power to test and approve the service.

During Acceptance Test period, CUSTOMER shall cooperate with INPRO in identifying in what respects, if any, the deliverable has failed to conform to the criteria. INPRO shall promptly correct any deficiencies which prevent such deliverable from conforming to the criteria. Upon completion of corrective action by INPRO, the Acceptance Test will be repeated until the deliverable has successfully conformed to the Acceptance Criteria.

ASSIGNMENT

This agreement is not assignable in whole or in part, by either party without the prior written consent of the other party.

TEXAS LAW

This agreement shall be construed according to the laws of the State of Texas.

NOTICES

Any and all notices under this agreement shall be in writing and shall be hand delivered or sent by registered or certified mail, return receipt requested to the party receiving such communication to the address listed below.

INPRO International Inc.
701 Brazos, Suite 500
Austin, Texas 78701-3232

CUSTOMER
______________________________
______________________________
______________________________

This agreement shall commence on the date as above stated and shall continue in full force and effect until completed in accordance with the provisions of this Agreement.

In witness whereof, the parties hereto, each acting under due and proper authority, have executed this agreement as of the date written above.

INPRO International, Inc.
__/__/__
______________________________
President/CEO_________________
______________________________

COMPANY
__/__/__
______________________________
______________________________
______________________________

ATTACHMENT A

Description of Service

The Conversion Service includes: See INPRO CONVERSION SERIVCE (Exhibit A)