[PYXIS TECHNOLOGY SOLUTIONS LIMITED LOGO]
E-STORE PROJECT AGREEMENT
SOFTWARE DEVELOPMENT FOR
"I-SITES, INC."
ISSUED BY
PYXIS TECHNOLOGY SOLUTIONS LIMITED
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▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (India)-530046
And
DIVERSIFIED BUSINESS CONCEPTS, INC.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇ "▇"
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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[PYXIS TECHNOLOGY SOLUTIONS LIMITED LOGO]
TABLE OF CONTENTS:
SECTION: PAGE
1. PURPOSE .................................................. 3
2. PROJECT DEFINITION AND SCOPE ............................. 3
3. PROJECT MANAGEMENT ....................................... 4
3.1 SYSTEM ENVIRONMENT.......................................... 4
3.2 PROJECT IMPLEMENTATION METHODOLOGY........................ 4
4. PROJECT EXECUTION AND DELIVERY ........................... 7
4.2 Project Cost.............................................. 9
5. PAYMENT PLAN / SCHEDULE .................................. 9
6. DELIVERABLES: ............................................ 10
7. POST IMPLEMENTATION SUPPORT .............................. 10
8. CHANGES .................................................. 10
9. TERMS AND CONDITIONS OF THE AGREEMENT .................... 11
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1. PURPOSE
The purpose of this Document is to describe the services, Pyxis Technology
Solutions Limited, (Supplier) and Diversified Business Concepts, Inc. (DBCI)
(Project Coordinator) will provide to Customer, I-SITES, INC. under the terms
and conditions of this Project Agreement. The Agreement represents the complete
and total understanding of the parties regarding the services to be provided
under this Agreement.
Pyxis Technology Solutions Limited and DBCI will Provide Services to design,
develop, test and implement software for the E-STORE in order to deliver to
I-SITES, INC. as per Functional Requirement in Annexure-1.
2. 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 an online portal (e-store) that empowers anyone to open an
online store dynamically. This would include a store-building wizard that would
allow individuals and small online businesses to select the products they want
to sell and to customize the look and feel of their storefront.
This will include a search engine and the shopping cart and seamlessly
integrate with the database of I-sites.
E-store would provide all hosting, transaction processing, customer service,
order fulfillment, merchandising and marketing programs. Anyone who has an
Internet marketing idea can get the necessary tools and product catalog to
create a successful online store quickly and easily.
-- 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 Pyxis
Technology Solutions Ltd. 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.
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[PYXIS TECHNOLOGY SOLUTIONS LIMITED LOGO]
3. 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. Pyxis technology
Solutions limited conforms to I-SITES, INC. preferred route for SAT (Site
Acceptance Test).
3.1 SYSTEM ENVIRONMENT
OPERATING ENVIRONMENT
Windows-2000 server with IIS (Internet Information Server)
DATABASE
SQL Server 2000
DEVELOPMENT TOOLS
ASP (Active Server Pages), VB COM, HTML and Java Script
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, Pyxis Technology
Solutions Limited 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 PTSL and DBCI 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.
-- PTSL project leader will conduct review of detailed design; lead the
development team for development, testing and quality assurance along
with the implementation support. PTSL will be responsible for the
project development. PTSL 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 PTSL & I-SITES, INC.
-- Hardware Availability / Site-preparation discussions
-- Project guidelines and implementation methodology
After the kick-off meeting PTSL Project Leader will prepare a detailed project
schedule and submit the same for approval by I-SITES, INC..
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3.2.2 Mobilization: This phase requires PTSL to identify and mobilize the
manpower required for the project within a week after project kick-off. One
PTSL 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: PTSL 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
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: PTSL will commence coding the
application at its development center in VEPZ, Visakhapatnam). PTSL 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 MS
SQL 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.
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3.2.7 Internal Testing and Quality Assurance: Each program would pass through
the Program Test / Code Review phase. PTSL 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 be invited to conduct a detailed
site acceptance test (at PTSL's Development center in VEPZ, Visakhapatnam).
PTSL 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 PTSL for reconciliation before site
Acceptance Test is taken up.
3.2.9 User Training On E-store: PTSL shall provide detailed training on the
usage of the applications for two System Administrators either at I-SITES, INC.
or at PTSL.
In case the Training is to be given at I-SITES, INC. Site the expenses 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. PTSL 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.
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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. PTSL 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.
3.2.12 Live Run: The users would enter live data and process them for a period
of 15 days during which PTSL 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 PTSL'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.
4. 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.
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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.
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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[PYXIS TECHNOLOGY SOLUTIONS LIMITED LOGO]
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 Revise specs and prepare PTSL/I-SITES,INC. 10 days
technical specification DBCI
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2 APPLICATION DEVELOPMENT & TESTING
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Develop application as per specs PTSL 25 days
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Internal Testing and fine tuning PTSL 10 days
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3 SITE ACCEPTANCE TEST I-SITES, INC. 5
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4 Live run of applications and I-SITES,INC./PTSL 15 days
Implementation sign-off DBCI
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4.2 PROJECT COST
Total estimated cost -- $48,000*
*Inclusive of Integration with I-sites
5. PAYMENT PLAN / SCHEDULE
The total Consideration for the project is Forty-eight Thousand dollars. 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 PTSL will provide continued and qualitative support for 30 days from the
day of installation at I-SITES, INC. Pty or 30 days from the date of delivery
of the software which ever is earlier.
7.2 PTSL will provide continued and qualitative support on long-term basis.
A separate contract with PTSL 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 PTSL 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
$10.00 per hour will be charged by PTSL to accomplish the changes.
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[PYXIS TECHNOLOGY SOLUTIONS LIMITED LOGO]
9. TERMS AND CONDITIONS OF THE AGREEMENT
1. The "Effective Date" is the date on which the Agreement is signed by
Pyxis technology solutions Ltd 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. Resolution of Disputes Under This Agreement. Disputes arising under or
in connection with this Agreement, including requests for specific
performance, shall be resolved in a court of competent jurisdiction
or, at the election of both parties (except for any dispute over
whether a policy adopted by the Board is a Consensus Policy, in which
case at the election of either party), by an arbitration conducted as
provided in this Section pursuant to the National Arbitration Rules of
the Indian Arbitration Association ("IAA"). The arbitration shall be
conducted in English and shall occur in VIZAG, INDIA. There shall be
three arbitrators: each party shall choose one arbitrator and, if the
two arbitrators are not able to agree on a third arbitrator, the IAA
shall choose the third. The parties shall bear the costs of the
arbitration in equal shares, subject to the right of the arbitrators
to reallocate the costs in their award as provided in the IAA rules.
The parties shall bear their own attorneys' fees in connection with
the arbitration, and the arbitrators may not reallocate the attorneys'
fees in conjunction with their award. The arbitrators shall render
their decision within ninety days of the initiation of arbitration. In
all litigation involving Pyxis Technology Solutions Ltd concerning
this Agreement (whether in a case where arbitration has not been
elected or to enforce an arbitration award), jurisdiction and
exclusive venue for such litigation shall be in a court located in
Vizag, INDIA however, the parties shall also have the right to enforce
a judgment of such a court in any court of competent jurisdiction. For
the purpose of aiding the arbitration and/or preserving the rights of
the parties during the tendency of an arbitration, the parties shall
have the right to seek temporary or preliminary injunctive relief from
the arbitration panel or a court located in Vizag INDIA, which shall
not be a waiver of this arbitration agreement.
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7. 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.
8. 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 (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.
9. 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.
10. 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. for Pyxis Technology Solutions Ltd:
DIVERSIFIED BUSINESS CONCEPTS, INC.
SUITE "I"
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to I-SITES, INC. addressed to:
I-SITES, INC.
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▇▇▇▇▇ ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
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12. 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
Vizag, INDIA.
13. Language. All notices, designations, and specifications made under
this Agreement shall be in the English language.
14. 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. This Agreement is intended to
coexist with any Registrar Accreditation Agreement between the
parties.
15. 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.
16. 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.
I-SITES, INC.
BY: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇. ▇▇▇▇▇ ▇. ▇▇▇▇▇
PRESIDENT
DATE: MARCH 6, 2002
DIVERSIFIED BUSINESS CONCEPTS, INC.
BY: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
PRESIDENT
DATE: MARCH 6, 2002
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