netSCOPE, inc. & Childcare Provider Service Agreement

THIS AGREEMENT is made this day of , 199, by and between netSCOPE, inc. (hereinafter "netSCOPE") and , (hereinafter "the Client"), whose facilities are located at:

and whose business offices are located at:

In consideration of the promises and mutual covenants contained herein, the parties hereby represent, warrant, covenant and agree as follows:

1. AGREEMENT TO HOST NETSCOPE EQUIPMENT:

In consideration of the terms of this agreement, Client will host, and netSCOPE will provide, video camera and video image transmission equipment on Client's facilities in order to permit Subscribers the opportunity to monitor their child's or children's Classroom and Common Areas during Client's Normal business hours. The duration of this agreement is year(s) commencing on the date above written, or from the present through the day of , .

2. CLIENT AGREES to the following:

a. to provide netSCOPE with the exclusive right to broadcast internet video monitoring services of Client's Classroom and Common Area facilities;

b. to provide netSCOPE and its authorized agents access to the facilities during non-business hours for the installation, maintenance and repair of netSCOPE Equipment and hardware;

c. to cooperate and assist netSCOPE and its authorized agents in determining the appropriate location for netSCOPE cameras, camera supports, necessary braces, electronic equipment and hardware;

d. to provide blueprints or other architectural documents as is necessary for the determination of Equipment locations and access points;

e. to obtain and maintain a dedicated telephone line for the secured transmission over the internet of images of the Client's Classroom(s) and Common Area(s) as further described hereafter;

f. to timely pay to the order of netSCOPE the expenses of installation;

g. to timely pay to the order of netSCOPE the monthly sum of one hundred fifty and no/100 ($150 dollars as a monthly maintenance fee;

h. to respond to the inquiries of netSCOPE and its authorized agents confirming the identity of the Subscriber applicant (or referring Customer) for netSCOPE services at the Client's facilities;

i. to advise netSCOPE of the proper Classroom locations of the "children" of netSCOPE Subscribers;

j. to execute and deliver to netSCOPE any instruments or documents to carry into effect netSCOPE's proprietary interest in its Equipment;

k. to cooperate with netSCOPE in marketing efforts by later written agreement of the parties; and,

l. to not move, remove, sell, assign, or otherwise encumber the netSCOPE Equipment within Client's facilities without the prior written consent of netSCOPE.

3. CLIENT WARRANTS that for the duration of this agreement, it is seized of the real property and buildings in which its facilities are located and is authorized to allow netSCOPE to install and maintain its Equipment as fixtures or otherwise, free from encumbrance, and that further, the Client is and will remain during the duration of this Agreement, a properly licensed child care provider, and business sole proprietorship, company, partnership or corporation.

4. NETSCOPE AGREES to the following:

a. Equipment and service operations:

(1) to install, in a manner consistent with local building code requirements, internet video monitoring Equipment and hardware in order to provide room monitoring services in connection with Client's dedicated telephone line;

(2) to provide quarter-annual inspections and routine maintenance of the internet video monitoring Equipment;

(3) to provide prompt remedial maintenance in the event that service is materially compromised or interrupted due to problems with the facilities or Equipment on Client's premises;

(4) to coordinate all installation, maintenance and removal needs with the Client in order to reduce unnecessary service operations during Normal business hours and expedite services.

(5) to remove all Equipment at the conclusion of the service agreement.

b. Broadcast operations.

(1) to endeavor to provide continual, customized Classroom and Common Area internet video monitoring services to Subscribers during Client's Normal business hours; and,

(2) to screen all Subscriber applicants through contacting and confirming the identity of each with the Client in order to determine the correct and proper configuration of access to the particular Customer's Classroom(s) and Common Areas;

(3) to market its services to Client's Customers and their referrals as is deemed appropriate in the sole discretion of netSCOPE;

(4) to provide Client with a single service subscription, at no additional charge, according to the terms of a Subscription agreement to be executed by the parties;

(5) to contact, contract and collect fees from Client's Customers for Subscribers' and their authorized, referred Subscribers for secured internet video monitoring services at Client's facilities.

c. (Limitations of Liability:) to maintain the internet video monitoring system in good working order while in use by Client. However, netSCOPE's service and maintenance obligations do not include:

(1) service that is needed because of improper use of the system or any part thereof by Client;

(2) service necessitated by hardware, supply items or software not supplied by netSCOPE;

(3) service necessitated by repair or modification attempted by personnel not hired by netSCOPE;

(4) electrical work external to the hardware;

(5) loss from fire, theft, or other casualty damage.

5. NETSCOPE WARRANTY: In order to facilitate the delivery of internet video monitoring services, netSCOPE will provide Client with the requisite software and Equipment and a single service subscription. Client is responsible for the acquisition of and fees associated with their proprietary internet access account. netSCOPE WARRANTS that it is the right and lawful owner or licensee of its internet video monitoring software programs and Equipment provided to Client during the period of this Agreement. EXCEPT FOR THE WARRANTY DESCRIBED ABOVE, THERE ARE NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The Client's sole and exclusive remedies for repair or replacement are the terms of this Agreement and the warranty described above. Accordingly, netSCOPE shall not, under any circumstances, be liable for any special or consequential damages or lost profits.

6. INSTALLATION, REMOVAL AND FEES: Client will timely pay the expense of Equipment installation, including the installation of Equipment upgrades as they are agreed upon by the parties. Prior to the removal of the Equipment at the conclusion of this Agreement, Client agrees to advance to netSCOPE the estimated cost of removal. In all instances, netSCOPE will provide Client with an estimate and itemization of applicable expenses.

7. MAINTENANCE AND FEES: A monthly service fee of one hundred fifty and no/100 ($150.00) dollars will be assessed by netSCOPE for each Client facility for the duration of this agreement. In the event that Client notifies netSCOPE that it wishes to terminate this agreement prior to itÕs scheduled term, Client agrees it will pay to netSCOPE a one time fee of $750.00. netSCOPE will conduct routine quarter-annual inspections of its Equipment and hardware, including cleaning, testing, visual inspection and replacement, if necessary of hardware for thorough cleaning and upgrades. The determination of such replacements is solely within the discretion of netSCOPE. netSCOPE will also undertake remedial Equipment maintenance in a prompt, responsive manner as is determined by netSCOPE.

8. LIEN INTEREST IN EQUIPMENT: To secure netSCOPE's interest in its Equipment, installed as fixtures or otherwise in the Client's facility, and its return, Client agrees to execute any lien, financing statement or other documents reasonably required to secure and perfect netSCOPE's interest in said Equipment.

9. INDEMNIFICATION: Client hereby agrees to indemnify, defend and hold netSCOPE harmless from any and all liabilities, judgments, obligations, losses, claims, actions, damages, penalties, interest, cost or expenses, including attorneys' fees, arising out of any claims of any Customer or employee or agent of Client, arising out of or in any way connected with the performance of any child care services performed by the Client, including, but not limited to, claims related to the privacy of the Client's Customer.

10. DEFINITIONS: Whenever used in this agreement, the following terms shall have the following meanings:

a. "Client" shall refer to the party of this agreement engaged in the child care profession, whether an individual, partnership, corporation, limited liability company or professional service corporation.

b. "Customer" shall refer to the child, children, parents and/or legal guardians of the child or children who attend the Client's child care facility.

c. "Subscriber" shall refer to the Customers of the Client as the parents, legal guardians, grandparents or other individuals expressly authorized by the parents of the child or children which have, by agreement with netSCOPE, obtained video monitoring services over the internet. Identity of applicants for netSCOPE subscription services must be confirmed by netSCOPE and the Client prior to the Subscriber gaining internet video monitoring access to the Client's facilities.

d. "Classroom" shall refer to the room within the Client's facility which is designated by the Client as the primary location where the Subscriber's child or children are located during Normal business hours.

e. "Common Area(s)" shall refer to the locations within the Client's facilities where children from several age groups or classes may meet, interact, partake meals, play or engage in organized activities.

f. "Normal business hours" shall refer to the hours of a.m. through p.m. from Monday through Friday, excluding federal holidays when the Client is not open for business.

g. "Equipment" shall refer to netSCOPE installed cameras, camera holders and braces, wiring, connections, amplifiers, cables, computer hardware, transmitters, modems and internal telephone connections.

11. RENEWAL AND TERMINATION: This Agreement may be renewed for any duration of time, upon the execution of a written agreement of the parties. At any time more than thirty (30) days prior to the conclusion of this Agreement's duration, or any extension hereto agreed upon in writing, Client or netSCOPE may decide to terminate this agreement for any reason whatsoever. Client agrees that prior to the scheduled removal of netSCOPE's Equipment from its facilities, on or about the date of the conclusion of this Agreement, Client will forward to netSCOPE a sum, determined by netSCOPE to reflect an estimate of the cost of the removal of the installed Equipment. Client grants netSCOPE an irrevocable license to re-enter itÕs facilities for the removal of all netSCOPE equipment at the conclusion of this agreement.

12. GENERAL PROVISIONS: This agreement is subject to the laws of South Carolina. The parties agree to (a) mediation and (b) the binding arbitration of any disputes arising hereunder in Charleston, South Carolina. Any provision of this agreement found to be invalid shall not invalidate the remainder thereof. In the event of any dispute arising out of this Agreement, including arbitration or bankruptcy proceedings, netSCOPE shall be entitled to recover from Client reasonable attorneys' fees and costs, including any costs and fees incurred in any appeal.

IN WITNESS WHEREOF, the parties have signed this Agreement the day and year above written.