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NORTHWOODS CONSULTING PARTNERSr INC. PURCHASE AGREEMENT This Purchase Agreement (hereinafter referred to as "Agreement") is made and entered into this day of 2008, by and between Northwocds Consulting Partners, Inc., an Ohio corporation with its principal offices at 6315 Emerald Pazkway, Dublin, Ohio 43106, USA, (hereinafter referred to as "Northwoods"), and the company, person or entity executing this Agreement as the "Licensee" in the space provided below (hereinafter referred to as "Licensee"): Licensee's Name: Cabarrus County Department of Social Services Licensee's Address: 1303 South Cannon Boulevazd Kannapolis, North Carolina 28083-6232 NOW, THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound, the parties hereto agree as follows: I. Northwoods -will undertake the delivery, installation and implementation of a specified Appointment Management Solution (hereinafter referred to as."Project").for the Licensee according to the terms detailed in the Agreement Documents. 2. The term "Agreement Documents" includes the following: (a) The Fixed Price Quote and Scope of Work for this Project; (b) The Compass End User License Agreement (or "EULA"); (c) The Compass Software Maintenance Agreement; and (d) Any other document(s) submitted and accepted that detail(s) the terms and conditions of the Project. 3. The Agreement Documents are hereby incorporated into this Agreement by reference as if fully reproduced herein. Any inconsistencies between this.Agreement and any of the Agreement Documents shall be resolved in the following order of preference: the Compass End User License Agreement (or "EULA"); the Compass Software Maintenance Agreement; this Agreement; the-Scope of Work; and finally any other documents. 4. Northwoods will furnish all staff, materials, supplies, and labor as detailed in the Scope of Work for this Project. 5. This Agreement will be effective from _, 2008 through , 200 inclusive, unless otherwise terminated or extended by formal amendment. The exph-ation of this Agreement does not affect the existence and obligations of the Compass End User License Agreement (or "EULA") or the Compass Software Maintenance Agreement. 6. Northwoods agrees to perform all of the work described in the Agreement Documents and comply with the terms therein for the total compensation amount of Two Hundred Thirty-Six Thousand, Seven Hundred Ninety-Three and 10/100 Dollazs ($236,793.10), which amount includes the fast year's annual maintenance costs for the solution. The payment detail for the compensation due pursuant to this Agreement is as follows: (a) One Hundred Seventy-Four Thousand, Nine Hundred Seventy-Five and 00/100 Dollars ($174,975.00) in consideration of all of the Compass SoftwazeTM detailed in the Scope of Work will be invoiced at the beginning of the Project. Payment will be due within thirty (30) days after the later of. (1) the date Licensee receives an invoice; or (2) the date Licensee receives the products. Licensee shall be prepared to receive all software components on the day a purchase order for such components is received by Northwoods, unless other arrangements have been previously made. (b) Twenty-Seven Thousand, Nine Hundred Ninety-Six and 00/100 Dollars ($27,996.00) in consideration of the first year's annual maintenance costs will be invoiced to Licensee at the beginning of the Project, and payment will be due within thirty (30) days after receipt of that invoice. The first annual software maintenance period begins on the day the software is licensed,. Software is generally licensed on the day the software is installed on the customer's serv~•r or client machines. t- 1`•5 ®2008 Northwoods Consulting Partners, Inc. 1 oj4 t<evrs~on: may ~~, iuvo All Rights Reserved CONFIDENTLfL