By allowing us to perform this service, you will benefit from INPRO International, Inc.'s (INPRO) consistent high quality work and gain invaluable knowledge from our technical expertise with iSeries/UNIX systems. Some additional advantages are:

• Services delivered by proven conversion experts
• Complete set of Tools available
• Efficiencies gained by INPRO in doing multiple conversions
• Reduced effort and time to get your applications into production on the iSeries/UNIX Platform.
• Fully Acceptance Tested programs.

ASSUMPTIONS

1. This proposal is for the conversion of CUSTOMER's applications to the iSeries/UNIX Platform.
2. The number of programs to be converted contain __,___,___ lines of code including all source types as reported on the reports submitted to INPRO.
3. Libraries included where:
   1. __________________
   2. __________________
   3. __________________
   4. __________________
4. If CUSTOMER changes its source code after the delivery of the source code to INPRO, it is the responsibility of CUSTOMER to apply these changes to the converted code.
5. The programs sent to INPRO must have executed properly on the currently supported Platforms.
6. The conversion involves only those functions which currently exist in CUSTOMER'S application.
7. CUSTOMER personnel will Acceptance Test the converted system at the CUSTOMER'S location.

RESPONSIBILITIES

• INPRO'S RESPONSIBILITIES
  1. PROJECT COORDINATION
     The INPRO Project Coordinator will provide direction and control of project personnel and activities, and will provide a framework for project communications and reporting. This coordinator will be the CUSTOMER primary contact point. Responsibilities include:
     1. Coordinate the conversion from start to finish.
     2. Maintain communications with CUSTOMER.
     3. Ensure satisfactory resolution of problems during the conversion process.
     4. Ensure security of CUSTOMER applications and/or data.
  2. CONVERSION OF PROGRAMS
     INPRO will use its own analysis and modification tools to convert CUSTOMER'S application to be iSeries/UNIX. During this period, any manual fixes needed to the programs will be made. The output of this task is clean-compiled programs and CL, utilizing the CUSTOMER'S and INPRO's iSeries/UNIX Development System, C Compilers, and MI Compilers.
  3. SYSTEMS TEST
     INPRO will use the converted, clean compiled programs and procedures and execute CUSTOMER'S systems test. Any errors found by INPRO staff will be corrected and the systems test redone until it executes completely.
  4. ACCEPTANCE TEST
     After conclusion of INPRO's Systems Test, CUSTOMER will Acceptance Test the system at the CUSTOMER'S location. There is no predetermined limit to the amount of time CUSTOMER can spend during this period. INPRO staff will correct any problems during this period.
  5. DATA CONVERSION
     INPRO will provide a conversion tool which will convert CUSTOMER's test and production data using field and record specifications derived from the programs made to be iSeries/UNIX.
• CUSTOMER'S RESPONSIBILITIES
  1. PROJECT MANAGEMENT
     • CUSTOMER will designate a Project Manager who will be the primary contact point for all INPRO communications, and who has authority to act for CUSTOMER in all aspects of the contract. The Project Manager's responsibilities include:
       1. Provide overall project planning and management.
       2. Resolve project problems using the special INPRO telephone support line as necessary.
       3. Provide INPRO with test scripts for testing of converted applications.
       4. Define the overall test approach.
       5. Develop procedures and controls for testing
  2. IMPLEMENTATION
     1. Acceptance test the converted applications at the CUSTOMER'S location.
     2. Use electronic or telephone assistance for problem resolution.
     3. Incorporate any code changes you may have made to the converted code during the conversion process.
     4. Convert all production data using the utility provided by INPRO.

  DELIVERABLE MATERIALS

  The following items will be delivered to CUSTOMER:
  1. FTP File Versions of the iSeries/UNIX System libraries which contain the libraries converted.
  2. Documentation to help you with your conversion which includes:
     1. Instructions for loading programs
     2. Instructions for converting data

  ESTIMATED SCHEDULE

  Actual start and completion dates will be determined when a services contract is signed. The dates will be mutually determined by INPRO and CUSTOMER. The time for doing the conversion will be _______ months. A sample project plan would include: (CR = CUSTOMER)

  TIME    TASK                                    RESPONSIBILITY
  START   1. CONTRACT SIGNING                     INPRO, CR
  S+1W    2. DELIVERY OF SOURCE TO BE CONVERTED   CR
  S+2W    3. DELIVERY OF PROJECT # REPORTS        INPRO
  S+3M    4. COMPLETION PREPARATION SYSTEMS TEST  CR
          5. CONVERSION OF PROGRAMS,              INPRO
             PROCEDURES, DATA, MANUAL
             CLEAN-UP                             
  
  S+4M    6. EXECUTION OF SYSTEMS TEST            INPRO
  
  S+4.5M  7. EXECUTION OF ACCEPTANCE TEST         INPRO, CR
  

  The tasks to be performed during Implementation is at the discretion of CUSTOMER.

  SUPPORT

  After completion of Acceptance Testing, sixty-day telephone support will be provided during normal business hours. This support is provided to assist with physical installation, data conversion and implementation aspects.

  MAINTENANCE

  INPRO charges a maintenance fee of 25% of the then current cost of all INPRO Utility Software Tools used in the conversion, on a yearly basis. This fee entitles the client to receive defect phone support and program fixes as required.

  ON-SITE SUPPORT

  INPRO will provide on-site support using its normal consulting rates. In addition the client will be responsible for paying for travel time in one direction, travel and hotel expenses.