PROPERTY NAME

EMERGENCY CONTACT INFORMATION

Security service will consist of protecting the above property during the contract hours specified by the client. A forty eight (48) hour notice is required by the client in the event that the client chooses to change the hours. The client also shall receive SUPERVISION checks nightly.

In addition to these duties the services must meet the requirements specified on the master guard log determined as the conception of the contract and altered throughout the process of the services.

IMPORTANT BILLING INFORMATION

R.CAVANAUGH #1501

DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT OR IF IT CONTAINS ANY BLANK SPACES. YOU ARE ENTITLED TO A COMPLETELY FILLED IN COPY. SECURITY COMPANIES AREA REQUIRED TO BE LICENSED BY THE STATE OF CALIFORNIA DEPARTMENT OF CONSUMERS AFFAIRS, BUREAU OF COLLECTION AND INVESTIGATION SERVICES, 400 R STREET, SUITE 2001, SACRAMENTO, CA 95184

TERMS AND CONDITIONS

1. In consideration of the mutual covenants between the parties contained herein and intending to be legally bound hereby, SERVICE PROVIDER

(SERVICE PROVIDER) agrees, pursuant to the request of the Client, to furnish security services as from time to time shall be requested by the Client during the term and at the sites set forth on the reverse side of this agreement.

2. SERVICE PROVIDER will bill Client on a regular basis with invoices payable, without offset, upon receipt. Any dispute or claim regarding the amount of an invoice or the underlying services rendered must be sent in writing by the Client to SERVICE PROVIDER within seven (7) days from the in-voice date, setting forth the nature of the dispute and including all supporting documentation, or it shall for all purposes be deemed waived by the Client. Client agrees to pay a late fee of 10% per month (or any part thereof) plus all collection and attorney fees and costs which may be incurred by SERVICE PROVIDER in the collection of any invoice(s) not paid pursuant to the terms of this paragraph. For purposes of this paragraph, time is of the essence.

3. Except as provided in this agreement, Client agrees that it will not employ directly or indirectly any person who has been employed by SERVICE PROVIDER within one hundred eighty (180) days following the last day on which SERVICE PROVIDER employed such person. Any breach of this provision shall result in a payment by the Client to SERVICE PROVIDER of Two Thousand Dollars for each employee so employed.

4. The security officers furnished by SERVICE PROVIDER shall perform such services as agreed upon in a writing signed by SERVICE PROVIDER and the Client. If the Client alters any instructions or directions given by SERVICE PROVIDER to any security officers or if the Client assumes any super-vision of the security officers, the Client shall be solely liable for any and all consequences thereof and agrees to indemnify, defend and hold harmless SERVICE PROVIDER from and against any and all losses, claims, expenses or damages arising from or relating to the actions or omissions of such security officers.

5. Any and all property, equipment, supplies and materials furnished by SERVICE PROVIDER hereunder and placed at or on any of the sites de-scribed on the reverse side of this Agreement shall remain the property of SERVICE PROVIDER, and SERVICE PROVIDER shall at all times during and after the term of this Agreement have the sole and exclusive right to install, maintain, replace and remove such property, equipment, supplies and materials.

6. SERVICE PROVIDER AGREES THAT THE SERVICES FURNISHED UNDER THIS AGREEMENT SHALL BE IN CONFORMITY WITH PRAC-TICES WHICH ARE GENERALLY CURRENT IN THE SECURITY INDUSTRY, THE PARTIES AGREE THAT SERVICE PROVIDER DOES NOT REPRE-SENT AND CANNOT WARRANT THAT THE SERVICES FURNISHED WILL PREVENT OR MINIMIZE THE LIKELIHOOD OF LOSS. SERVICE PROVIDER'S RESPONSIBILITY IS SOLELY LIMITED TO PROVIDING PHYSICAL SECURITY SERVICES AND SERVICE PROVIDER HAS NOT BEEN ENGAGED AS A CONSULTANT OR OTHERWISE TO PROVIDE AN ASSESSMENT OF SECURITY NEEDS AT THE SITE(S) COVERED.

Client acknowledges and agrees that the Service Provider is not an insurer and that insurance, in any, covering personal injury and property loss or damage on or to the Client’s premises shall be obtained by the Client; that the Service Provider is being paid for the security guard services designed to reduce certain risks of loss and that the amounts being charged by the Service Provider are not related to the value of the property belonging to the Client or others located on the Client’s premises and are not sufficient to guarantee that no loss will occur; that the Service Provider is not assuming responsibility for any losses or damages to property or for personal injury or death, whether directly or indirectly, which may occur, even if due to Service Provider’s negligent performance or failure to perform any obligations under this Agreement. In the event of any loss to property or injury to any person, Client agrees to look exclusively to its insurer to recover for said loss. Client waives all subrogation and other rights of recovery against the Service Provider that any insurer or other person may have as a result of paying a claim or loss. Since it is impractical and extremely difficult to determine the actual damages which may arise due to the faulty operation of the services provided, if, notwithstanding the above provision, there should be or arise any liability on the part of the Service Provider, whether due to the negligence of the Service Provider or its employees or agents or otherwise, such liability shall be limited to an amount equal to six (6) times the monthly service charges hereunder or two hundred fifty ($250.00) dollars, whichever is less. This sum shall be complete and exclusive and shall be paid and received as agreed upon liquidated damages and not as a penalty. In the event that the Client wishes to increase the maximum amount of such liquidated damages, the Client may, as a matter of right, obtain from the Service Provider higher limits of liquidated damages by paying an additional amount under a graduated scale of rates relating to the higher limits of liquidated damages. The payment of any additional amounts, however, shall in no way be interpreted to hold the Service Provider as an insurer. Under no circumstance shall the Service Provider be liable to Client or any other person for general, special, incidental, or consequential damages of any nature in excess of such amount, including without limitation, damages for personal injury or damages to real or personal property, loss of property or revenue, cost of capital, cost of purchased or replaced goods, other economic loss however occasioned, and whether alleged as caused by the physical security services or the performance or nonperformance of obligations under this Agreement, or breach of warranty or negligence, gross, active, passive, joint, several or otherwise, strict liability, tort, or otherwise by the Service Provider, its officers, employees, agents, subcontractors, suppliers, affiliates, or representatives. The provisions of this paragraph shall survive the expiration or earlier termination of this Agreement.

7. In the event SERVICE PROVIDER employees are requested or required to use Client vehicles in the performance of their duties, such vehicles shall be fully insured by the Client and Client assumes any and all liability for any injury to person or damage to property resulting from the use of Client vehicles.

8. To the fullest extent permitted by law, Client agrees to assume full liability for and maintain adequate insurance coverage, naming SERVICE PROVIDER as an additional insured thereon (notwithstanding the cause therefor), for bodily injury or property damage resulting from any pollution or pollution related occurrence or condition on Client's premises, including, without limitation, "Hazardous properties" or nuclear material. "Hazardous properties" includes radioactive, toxic, dangerous, biological or explosive properties, materials and conditions. "Nuclear material" means source material, special nuclear material or by-product material, whether located at any site owned or operated by customer or contained in "spent fuel" or "waste" possessed, handled, used, processed, stored, transported or disposed of by customer.

9. It is agreed upon by both parties that this Agreement shall be in full force and effect for a period of two years from the date hereof and shall renew for like periods unless either party terminates this Agreement by delivering thirty (30) days' prior written notice to the other party; provided, however, that in the event of the occurrence of a strike, lockout, other labor trouble or an emergency situation (the "Emergency") at any of the sites at which SERVICE PROVIDER personnel will be performing services hereunder, the Client shall promptly meet with SERVICE PROVIDER to evaluate the scope, extent and costs of any additional security services which may be required as a result of the Emergency. If the Client and SERVICE PROVIDER cannot reach agreement on the provision of additional security services during the Emergency, and SERVICE PROVIDER in its sole judgment determines that the Emergency poses a threat to the safety of SERVICE PROVIDER personnel, SERVICE PROVIDER may, upon forty-eight (48) hours written notice to the Client, remove its personnel from any and all of the sites at which SERVICE PROVIDER is providing services hereunder and terminate this Agreement, in whole or in part, without any liability.

10. Notwithstanding anything to the contrary herein, SERVICE PROVIDER may terminate this agreement at any time after forty-eight (48) hours prior written notice to Client due to Client's failure to pay any monies due hereunder, or if at any time during the term of this Agreement there shall be filed by or against Client in any court, pursuant to any statute, a petition in Bankruptcy, insolvency, reorganization, or the appointment of a receiver to receive all or a portion of the Client's property. In such an event Client agrees to pay, as liquidated damages, a sum equal to the amount for services rendered by SERVICE PROVIDER during the thirty-day period immediately preceding the notice provided in this paragraph

11. SERVICE PROVIDER is an Equal Opportunity Employer and does not discriminate in the hiring, promotion or enforcement of its policies and procedures on the basis of race, color, creed, sex, age, marital status or national origin, and complies with all known pertinent laws, Executive Orders and regulations.

12. This Agreement supersedes any and all prior and other Agreements, oral or written, between SERVICE PROVIDER and Client, and represents the entire Agreement between the parties. No other agreement or representations, oral or written, have been made by SERVICE PROVIDER. Any alteration, modification or amendment of this Agreement must be in writing containing the signature of an authorized representative of each party.

13. It is agreed by and between the Client and SERVICE PROVIDER that if any terms or provisions of this Agreement shall be determined to be invalid or illegal, all the remaining terms and provisions shall remain in full force and effect.

14. Client hereby consents to the exclusive jurisdiction of any state or federal court located within the State of California and irrevocably agrees that all actions or proceedings arising out of or relating to this agreement shall be litigated in such courts. Client accepts for and itself generally and unconditionally, the jurisdiction of the aforesaid courts and waives any defense of forum non conveniens, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Client agrees to be bound accept service served by certified mail, return receipt re-quested, mailed to the address indicated below or the Client's last known address, if different, such service being hereby acknowledged by Client to be effective and binding service in every respect. Nothing herein shall affect the right to serve process in any other manner permitted by law.