MAINTENANCE AND SUPPORT POLICY

Last Revised: 1 March 2004                                                            Request Information


This Maintenance and Support policy applies to existing Medibase Solutions, Inc. customers who have purchased and paid for one or more of Medibase's products. Medibase Solutions, Inc. endeavors to provide the highest levels of customer service and support.


SUPPORT LEVELS
In the event Client experiences difficulty or issues with responsiveness and/or effectiveness of support efforts, please do not hesitate to contact V.P. Sales and Marketing at (800) 399-1255.

Basic Support
It is Medibase's aim to respond to all calls within 4 hours (during business hours defined as 8:00am EST to 5:00pm EST Monday through Friday, excluding holidays) and to complete resolution of all calls within 24 hours. Most of the time we have a much faster turn around (5 - 120 minutes). In the case of calls taking longer than 24 hours, notice will be sent to the Client contact with the reason and an estimate of the time to completion.

Extended Support
It is Medibase's aim to respond to all calls within 4 hours (7 days a week and 24 hours a day) and to complete resolution of all calls within 24 hours. Most of the time we have a much faster turn around (5 - 120 minutes). In the case of calls taking longer than 24 hours, notice will be sent to the Client contact with the reason and an estimate of the time to completion.

Per-Incident Support
Medibase offers support to Clients without a current Maintenance and Support Agreement on an as needed basis. Clients are required to fax or email a purchase order for a minimum charge before support is given. Payment is due within 30 days of invoice date.

Coverage
The Maintenance and Support agreement includes all operational and technical support and all updates and upgrades to Medibase delivered code during the Maintenance and Support Term.

Exclusions
The Maintenance and Support agreement excludes enhancements and site specific modifications and interfaces developed by Medibase to interact with the Client's specific system(s).

Notification of Support Need
Clients are provided with the phone number to Medibase's support center. The number is not manned 24 hours a day but all calls are automatically routed to 3 support specialists for resolution. The primary support representative is required to acknowledge the receipt of the support call within one hour and to respond back to the Client for confirmation and to let them know the issue is being addressed. Failure to respond to the message automatically triggers a process of elevating the problem to the supervisor level. Medibase monitors the performance of the support team to ensure that the interest of Medibase's Clients is always paramount. Written notice of the resolution is sent to the Client and logged into Medibase's support registry so it can be reviewed by management as needed.

DEFINITIONS

Support - Assistance given via phone, fax, email, online-chat or through Medibase's website.

Initial Support - As stated in the sales contract and schedules, Medibase provides Maintenance and Support for 90 days from the point a supported product is installed and production ready.

Operational Support - Support of a non-technical nature e.g. "how do I" questions, relating to a supported Medibase product.

Maintenance - Includes upgrades, updates, revisions and bug fixes for support of Medibase products and add-ons (i.e., Annual Maintenance)

Technical Support - Support that includes bugs, program errors, installation and anything not covered by the online help, in direct relation to a supported Medibase product.

Product - A software program developed by Medibase Solutions, Inc. and sold as a "system". Current products include: BASEmatch™, BASEshield™, BASEnotify™, BASEscan™, BASErecover™, BASEfront™, BASEmpi™, BASEquery™, BASEplace™ , and BASEline™.

Add-on or Client Enhancement - An additional program or feature developed to add functionality to one or more system products at Client request. These are supported only on a time-and-materials basis and are not covered by a Medibase Support Agreement.

Upgrade - A new major version release of a supported Medibase product.

Update - A new Minor version or Revision version release of a supported Medibase product.

Version - A number that uniquely identifies an edition of a supported Medibase product. In the format of "Major.Minor.Revision".

Major - Major release number of the product. The Major release number only changes for upgrades to a new version of a Medibase product.

Minor - Minor release number of the product. Usually the Minor release number changes in updates to a Medibase product.

Revision - Revision version number of the product. The Revision number changes with each Build or compilation of a Medibase product.

TERMS AND CONDITIONS

Term
Maintenance and Support is provided and billed in 12 month increments (i.e., "Maintenance and Support Term"). The initial Maintenance and Support Term begins once Medibase delivers an installed, production-ready system for the supported product and ends after 90 calendar days. For subsequent Maintenance and Support Terms, Client's are invoiced 1 month prior to the end of current Maintenance and Support Term, for Basic Support fees at Medibase's then current rates. Unless otherwise agreed in writing, Maintenance and Support fees are due and payable annually in advance of each Maintenance and Support Term. If fees have not been received by the time current Maintenance and Support Term has lapsed, the Agreement is considered terminated (unless notified in writing at least 10 days in advance).

Exclusions
The Maintenance and Support Agreement excludes enhancements and site specific modifications and interfaces developed by Medibase to interact with the Client's specific system(s).

Medibase has the right to refuse support and/or maintenance to anyone we deem, on the basis of outstanding payments, rudeness or swearing, or any other reason we feel violate acceptable business conduct.

Renewal and Payments
Invoices are automatically sent via email for annual Maintenance and Support Term fee. If notice (of intent to pay) is not received by Medibase at least 10 days prior to the termination date, Client is obligated to pay entire Maintenance and Support fee for the upcoming Maintenance and Support Term before the termination date.

Medibase makes every effort to provide Clients with an invoice and notice of renewal one (1) month prior to the end of each Maintenance and Support Term (anniversary date); however, it is the Client's responsibility to note this date and keep Medibase informed of changes in email for the primary contact. If payment is not received by the end of the current Maintenance and Support Term (and Medibase has not received notice from the Client at least 10 days prior), then your Maintenance and Support Agreement will be deemed terminated and a reinstatement fee charged should the Client wish to resume the Agreement.

Reinstatement Fee
If the Client terminates Maintenance and Support (or there is otherwise a lapse, such as for nonpayment of fees), and the Client later wishes to reinstate Maintenance and Support, a fee equal to 35% of the total current retail price of all Medibase supported products will be required to reinstate support of the product and will include one year of Basic Support coverage. Any modifications related to putting the product back into service will be billed to the Client at the then current hourly Medibase billing rate. Reinstatement will however include 2(two) days of onsite training for each product that is reinstated.

Revisions to Policy
Medibase Solutions, Inc. may revise this policy from time to time by using reasonable means of notifying Clients of the revision, including posting notice of the date last modified on the website, email a notice to current Clients, and including a notice in the renewal invoice sent to Clients. However, if Medibase Solutions, Inc. chooses to revise the policy, the revision will not materially alter the level of support the Client are entitled to receive during your then current Maintenance and Support Term. For any revision that will materially alter the service in an upcoming Maintenance and Support Term, Medibase Solutions, Inc. will provide advance notice of the change or provide the Client with additional time to decide whether or not to renew Maintenance and Support. Medibase Solutions, Inc. reserves the right to discontinue support for its Product at the end of any Maintenance and Support Term, or immediately if Client fails to make timely payment of Maintenance and Support fees.

Medibase endeavors to provide the highest level of customer service and support. Currently all Maintenance and Support services are provided in English. If the Client wishes to discuss the policy, please contact Medibase Solutions, Inc. at (800) 399-1255 or by email at support@medibase.com.


SUPPORT RATES

Annual Fee Calculation
Initial Support Fee is prorated to the end of the current calendar year. Example: Annual support is due on September 1 following the implementation of a supported product and 90 days of support included in the purchase Agreement. Medibase Solutions will invoice the Client for a prorated amount that covers September 1 through the end of the year. The next full year and all subsequent years of support will be invoiced before the end of the year and will cover all of the next year.

Basic Support Fee - calculated at 15% of the total current retail price of all Medibase Solutions, Inc. supported products, no matter when they were purchased.

Extended Support Fee - Clients may elect to increase support coverage to seven days a week, twenty-four hours a day (expectation to complete resolution of calls within 24 hours). Extended product support requires prepayment at the following monthly cost:

All Client enhancements that have Client's written approval will be completed at the Medibase hourly rate plus expenses.

Note that rates are subject to change and Clients should contact the Medibase sales and marketing personnel for updated pricing.



CONTACT INFORMATION

Medibase Support
Phone: (678) 819-5004
Email: support@medibase.com

Medibase Sales and Marketing
Phone: (800) 399-1255