The SkyVault Group will provide consulting and training services for Client on a continuing basis, on Client's site, at Client's request and convenience, in accordance with the terms and conditions listed in the following sections of this Agreement.

Training scope will be specified by project work orders signed by both The SkyVault Group and Client. Work orders will specify course description details, estimated schedules, and estimated costs.

Class schedules will be negotiated at the time the project is assigned to and accepted by the SkyVault Group.

Unless otherwise arranged by agreement between Client and The SkyVault Group, class size for Deskside Assistance will be limited to no more than two (2) students per session.

Unless otherwise terminated or extended by agreement between Client and The SkyVault Group, this Agreement terminates on December 31, 2000.

Costs for the project will be billed at the rate of $450 per person per session, a session consisting of a period of three consecutive hours or less. There is no prorating of fee schedule.

Any discounts for each project will be determined by coupon, or negotiated before the project is assigned to The SkyVault Group, and will be specified in the work order for that project.

All learning materials (software, hardware, supplies, etc.) will be provided by the Client, with the exception of courseware summaries, notes, or manuals deemed necessary and at the sole discretion of The SkyVault Group.

Invoices will be issued prior to training date, and are due and payable on receipt. Travel by automobile will be charged at the rate of $0.40 per mile over 20 miles.

Expenses for working at sites more than 60 miles from San Francisco or San Diego, California will be incurred only with Client's prior approval, and will be billed to Client at actual cost for meals, lodging, and transportation.

Class Cancellations and Rescheduling

All class cancellations and reschedulings shall be made at least 72 hours prior to class date. In the event of a short notice cancellation, all fees paid to SkyVault are retained by SkyVault for coverage of lost booking opportunity. The client shall have the option to reschedule, with a rebooking fee of $50 per session payable to SkyVault at the time of short notice rescheduling.

Guarantee of Satisfaction

The SkyVault Group provides a Guarantee of Satisfaction to its clients. This is not a guarantee that all material specified in the project work order will be completed in any one session, but that the student/trainee will be satisfied that the training performed by the Instructor was targeted, productive, and valuable. Instructor evaluation forms will be reviewed by the SkyVault Group's Director of Training to ensure the highest level of software training standards possible. In the event the Client is not satisfied with the training received, SkyVault will provide a second session with the same or a replacement instructor, covering the same material, at no charge.

The student is responsible for being accountable in the learning process. Taking notes, paying attention, and active participation are required in order for the student to realistically achieve the Client's goal for the training. Recording devices, whether audio or video, are not permitted.

SkyVault Group Employees
Instructors and Consultants are employees or subcontractors of The SkyVault Group, and all terms and conditions of the normal employer and employee relationship apply and are acknowledged and respected under the terms of this Agreement. The SkyVault Group is not a licensed employment agency, and does not provide employment candidates for Clients. Should Client hire as a permanent full-time employee anyone under contract to or receiving payment as an employee or subcontractor of The SkyVault Group at any time in the six month period prior to the date of hire of employee by Client, Client agrees to pay to The SkyVault Group a one-time staff replacement service fee equal to 20 percent of the annual salary paid by Client to the new employee.

Staff Functions and Services
- Instructor
Instructor provides tutoring, coaching, and training on business productivity software, graphics and web site design software, database software, techniques, and methods in scheduled, structured, systematic presentations.

-Consultant
Consultant provides research, documentation, and consulting services by specific assignment.

Definition
A third party in the context of this Agreement is any individual, group, or entity in the employ of or under contract to Client for whom Client desires a participatory role in the project or provision of services described in this Agreement, but who is not in the employ of nor under contract to The SkyVault Group. An example would be a person not contracted to receive training services from a SkyVault Group instructor who elects to participate in Client's scheduled Deskside Assistance training session.

Interaction with Third Party
Client has the sole responsibility for interacting with any third party introduced into the project described in this Agreement. The SkyVault Group is working for the Client, and will conduct all training and submit all materials for review directly to the Client, not to any third party. Any work requested by a third party must have prior approval by Client and acceptance by the Instructor as being within the scope of the project before the work will be performed by the Instructor. Additional fee is due and payable prior to any involvement of a third party in Client's training session.

Change in Scope

Changes requested by the Client that would require additional research, documentation, or training to that previously signed off on by the Client comprise a change in scope of the project and will require renegotiation of schedules and costs, usually in the form of an additional class.

The SkyVault Group and its representatives will protect the trade secrets or confidential status of any information provided by or obtained from Client in the process of producing and performing the Deskside Assistance training for Client and will agree to any procedures Client normally requires for such protection.

All software, hardware, supplies, and Internet access used during a Deskside Assistance session are to be proprietary to Client and are the sole proprietary property of Client. Unless otherwise specifically agreed to in writing, The SkyVault Group has no responsibility for the maintenance, preservation, or security of any materials or property of the Client.

Training tools produced by The SkyVault Group and production methods developed and used by The SkyVault Group in the course of providing service under the terms of this Agreement remain the property of The SkyVault Group, though client shall have permanent non-exclusive license to use such tools and methods in the versions in Client's possession at the termination of this Agreement. The SkyVault Group will have no obligation to upgrade or maintain such tools or methods after the termination of this Agreement.

Liability

Any documents developed by The SkyVault Group for Client are being produced by The SkyVault Group for Client as a work for hire; therefore Client assumes full responsibility for each Document's accuracy, completeness, and fitness and agrees to indemnify, defend, and hold harmless The SkyVault Group from any and all claims of product, procedure, and operation liability including any and all cost incurred in defending any and all such claims.

Client assumes full responsibility for the usability, safety, and operational integrity of any and all software provided by Client (Client's Software) for The SkyVault Group's use on Client's projects, equipment, and files and shall hold The SkyVault Group free of any responsibility for damage incurred by the use of Client's Software on Client's equipment, such damage including but not restricted to damaged or lost files or infection by computer "virus" of any kind.

Any dispute relating to the interpretation or performance of this Agreement shall be resolved at the request of either party through binding arbitration. Arbitration shall be conducted in San Francisco, California, in accordance with the then-existing rules of the American Arbitration Association. Judgment upon any award by the arbitrators may be entered by the state or federal court having jurisdiction. The parties intend that this Agreement to arbitrate be irrevocable.

This Agreement is null, void, and withdrawn if not accepted on or before _________________, 2000. The SkyVault Group and Client hereby agree to the terms, conditions and requirements stated in this Agreement.

Litigation and attorney's fees

In the event of any dispute arising out of or relating to this agreement, such dispute shall be resolved in San Francisco, California and the prevailing party in any such dispute shall be entitled to reasonable costs, including collection costs, and attorney's fees.

Entire agreement and severability

This document represents the complete agreement and understanding between SkyVault and Client with respect to the subject matter herein. In the event that any term or provision of this agreement is held by a court to be unenforceable, then the remaining provisions shall remain in full force and effect.