ex10_9.htm


    
       

      Exhibit
        10.9

       

      CONSULTING
        SERVICES AGREEMENT

    

    
      


       

      THIS
        CONSULTING SERVICES AGREEMENT ("Agreement") is dated the day of 1st
        day of August 2007 (the "Effective
        Date") and is made by and between Comcast Cable Communications Management,
        LLC,
        a Delaware limited liability company, on behalf of itself and its designated
        affiliates and subsidiaries ("Comcast"), and Information Systems Associates,
        Inc., a Florida corporation ("Consultant").

    

    
      


       

      RECITALS

    

    
      


       

      
        	
                A.

              	
                The
                  parties desire for Consultant to perform certain consulting services,
                  as
                  further described herein, for Comcast and its affiliates, subject
                  to the
                  terms and conditions herein.

              


      

    

    
      


       

      
        	
                B.

              	
                This
                  Agreement shall govern all statements of work between Consultant
                  and
                  Comcast during its term.

              


      

    

    
      


       

      AGREEMENT

    

    
      


       

      In
        consideration of the mutual covenants, terms and conditions contained in
        this
        Agreement, the parties agree as follows:

    

    
      


       

      1.  Statement
        of Work. Consultant shall perform the consulting services (the
        "Services") as set forth in the statement(s) of work agreed to by the parties
        in
        writing and incorporated by reference into this Agreement (each, a "Statement
        of
        Work").It shall be Consultant's sole and exclusive responsibility to obtain
        all
        necessary licenses and/or permits and to comply with all codes, laws, rules
        and
        regulations in performing the Services hereunder. Consultant shall perform
        the
        Services to Comcast's reasonable satisfaction and Consultant shall, at Comcast's
        reasonable request, re-perform, at its sole cost and expense, all Services
        unsatisfactory to Comcast, provided that Comcast notifies Consultant of such
        unsatisfactory Services within thirty (30) days of delivery of such Services
        (the "Acceptance period").If Comcast fails to notify Consultant of any
        unsatisfactory Services during the applicable Acceptance Period, such Services
        shall be deemed satisfactory and accepted by Comcast. In addition,
        Consultant shall perform all Services using the degree of skill, care, and
        judgment consistent with customarily accepted good business practices and
        otherwise in accordance with any specifications set forth in the Statement
        of
        Work.

       

      
        
          
          

        

        
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      2.  Independent
        Contractor. This Agreement is intended to create an independent contractor
        relationship between the parties for the purposes of Federal, state and local
        law, including the Internal Revenue Code of 1986, as amended. Consultant
        shall
        provide workers' compensation benefits and unemployment compensation coverage
        for its employees as required by applicable law. Because Consultant's employees
        and contractors are not employees of Comcast, Consultant's employees and
        contractors are not entitled to any benefits to which Comcast employees may
        be
        entitled under Comcast policies or as otherwise required by law. Comcast
        will
        not withhold any taxes from any amounts payable to Consultant under this
        Agreement and will not make any PICA or other contributions on behalf of
        or for
        the benefit of Consultant or Consultant's employees and contractors. Comcast
        will provide Consultant on a timely basis a Form 1099 or other appropriate
        form reporting compensation paid to Consultant under this Agreement. Nothing
        in
        this Agreement will be construed or implied to create a relationship of agency,
        partnership, affiliates, joint employers, or joint ventures. Consultant is
        free
        to do work for other entities during the term of this Agreement, subject
        to the
        confidentiality and non-disclosure obligations of this Agreement and any
        separate agreement or agreements with respect to confidentiality and
        non-disclosure of Comcast information. Neither party will have the power
        or
        authority to act for the other in any manner or to create obligations or
        debts
        which would be binding on the other. Neither party will be responsible for
        any
        obligation of the other or be responsible for any act or omission of the
        other.


    

    
       

      3.  Compensation.
        In consideration for the provision by Consultant of the Services, Comcast
        shall
        pay to Consultant the compensation as set forth in each Statement of Work
        (the
        "Compensation").Comcast shall pay invoices for acceptable services it receives
        from Consultant within forty-five (45) days of receipt. In addition, Comcast
        shall reimburse Consultant for actual and reasonable travel and other
        work-related out-of-pocket expenses incurred in the performance of the Services,
        upon submission and approval of invoices for such costs. Consultant shall
        provide Comcast, at Comcast's request, reasonable verification of the
        out-of-pocket expenses billed to Comcast.


    

    
       

      4.  Term
        of the Agreement. Unless otherwise terminated as specified elsewhere in this
        Agreement, the term (the "Term") of this Agreement will commence on the
        Effective Date and will continue until the earlier of (i) two (2) years after
        the Effective Date, (ii) completion of all the Services under all outstanding
        Statements of Work, or (iii) termination of all Statements of Work by Comcast
        at
        any time and for any reason (such date being the "Termination Date").
        Notwithstanding the foregoing, if this Agreement shall expire in accordance
        with
        Section 4(i) above, the Agreement shall continue to govern any outstanding
        Statements of Work until all Services thereunder are completed. The provisions
        of sections 7, 8, 9, 10, 11, 12 and 19 of this Agreement shall survive the
        termination of this Agreement.


    

    
       

      5.  Termination.
        This Agreement or any individual Statement of Work may be immediately terminated
        by Comcast, without liability, if Consultant violates any of the terms of
        this
        Agreement or fails to materially comply with specifications of this Agreement
        or
        an applicable Statement of Work, including without limitation, failure to
        adequately perform any of the Services or meet any of the deadlines, milestones,
        objectives or schedules as described in the Statement of Work, which remains
        uncured for thirty (30) calendar days. Comcast will pay Consultant for Services
        performed and pre-approved expenses incurred up to the date of notice.
        Consultant may terminate this Agreement or any individual Statement of Work,
        without liability, if Comcast fails to timely pay the Compensation and
        reimburse reasonable expenses in accordance with Section 3 of this Agreement,
        provided that Consultant has first given Comcast thirty (30) days notice
        and
        opportunity to cure. Automatically upon termination or expiration of this
        Agreement, and at any time upon the request of Comcast, Consultant will promptly
        deliver or cause to be delivered to Comcast all physical embodiments of the
        Comcast Work in the possession or control of Consultant or in the control
        of any
        third party retained by or at the instance of Consultant.


    

    
       

      6.  Termination
        for Convenience. This Agreement or any Statement of Work may be terminated
        by Comcast in whole or in part for its convenience at any time by giving
        Consultant at
        least
        thirty (30) days written notice of termination specifying the extent to which
        the Agreement and/or any Statement of Work is (are) terminated and the date
        upon which such termination becomes effective. Comcast will pay Consultant
        for
        Services performed and pre-approved expenses incurred up to the date of
        termination of this Agreement. Automatically upon termination or expiration
        of
        this Agreement, and at any time upon the request of Comcast, Consultant will
        promptly deliver or cause to be delivered to Comcast all physical embodiments
        of
        the Comcast Work in the possession or control of Consultant or in the control
        of
        any third party retained by or at the instance of Consultant. Consultant
        agrees
        that termination of this Agreement under this section shall not constitute
        a
        breach of or default under this Agreement by Comcast and such termination
        shall
        be without further liability. The termination of a Statement of Work under
        Section 5 or 6 shall not terminate this Agreement; however, if this Agreement
        is
        terminate by either party prior to the natural expiration of its term in
        accordance with Section 4, then all outstanding Statements of Work shall
        be
        deemed terminated as well.

       

      
        
          
          

        

        
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      7.  Records.
        Consultant shall maintain accurate records relating to the Services and the
        performance of its duties hereunder. All records shall be maintained by
        Consultant for at least three (3) years after the termination of this Agreement,
        and shall be available for inspection and duplication by Comcast at
        Comcast's sole expense during normal business hours. Consultant
        shall, upon a request by Comcast, promptly prepare and deliver to Comcast
        reports regarding its activities and expenses in connection with this
        Agreement.


    

    
       

      8.  Intellectual
        Property Rights. Consultant represents and warrants that Comcast will be the
        sole and exclusive owner of all rights, title and interest in all ideas,
        concepts, inventions, expressions, information, material and
        works of authorship, whether written, pictorial, audio, video,
        digital, electronic, or otherwise, regardless of the location, possession,
        form
        or physical embodiment, including, without limitation, presentations, outlines,
        plans, programs, programming code, systems, work
        notes, drafts, specifications, analyses, data, surveys,
        print copy, artwork, plates, photo negatives and positives, boards, preliminary
        outlines, sketches, maps, letters, invoices, proposals, databases, and reports
        (including any developments, modifications, improvements, and derivative
        works
        to existing products, services, technology, and confidential information
        of
        Comcast), patentable or unpatentable, prepared in connection with this Agreement
        and the performance of the Services, whether conceived or made by Consultant
        alone or with others (collectively, the "Comcast Work").Notwithstanding the
        foregoing, Comcast Work shall not include Consultant's know how, techniques
        or
        software used by Consultant generally, including, but not limited to, that
        which
        is set forth on Exhibit A. Consultant hereby acknowledges and agrees that
        the
        Comcast Work, and any parts thereof, are specially ordered or commissioned
        by
        Comcast and shall be considered works made for hire as such term is defined
        in
        the United States Copyright Act of 1976, 17 U.S.C. § 101. Comcast shall be
        considered the author for purposes of copyright and shall own all copyright
        rights in the Comcast Work. To the extent that any copyrights or other
        intellectual property rights in the Comcast Work do not vest in Comcast as
        a
        work made for hire, Consultant hereby irrevocably assigns to Comcast, its
        successors and assigns, any and all rights, title and interest that Consultant
        has in any of the Comcast Work, including, but not limited to, copyrights,
        trade
        secrets, patents, trademarks and other intellectual property rights, whether
        now
        known or hereafter to become known, for the respective
        maximum terms of protection available throughout the world. Notwithstanding
        any provision of the Copyright Act, specifically the joint authorship provisions
        and the collective-work provisions, which may cause copyrights to vest initially
        in Consultant, any and all copyrightable works prepared either in whole or
        in
        part by Consultant under this Agreement, are initially, shall be, or shall
        become, owned solely by Comcast. During the Term of, and following termination
        of, this Agreement, Consultant will not use, or submit to or permit the use
        by
        anyone, of any Comcast Work in whole or in part without Comcast's prior written
        consent, which it may withhold or give in its sole and absolute
        discretion.


    

    
       

      9.  Indemnification.
        Consultant, at its sole cost and expense, shall indemnify, defend and hold
        harmless Comcast from and against any and all damages, claims, liabilities,
        judgments, actions, lawsuits, executions, costs (including reasonable attorneys'
        fees and costs and expenses of legal actions) and expenses arising out of,
        incurred by or brought against Comcast to the extent that they based on (a)
        a
        claim that the use of the Comcast Work in accordance with the specifications
        set
        forth in the any and all Statements of Work or provision of Services infringes
        any patent, copyright, trade secret, trademark or other intellectual property
        right of any third party ("IP Claims"); (b) any breach or inaccuracy of any
        covenant, representation or warranty by Consultant of this Agreement; (c)
        the
        negligence or willful misconduct of Consultant, its
        officers, employees, agents, and/or representatives; and/or
        (d) assertions under workers' compensation or similar employee benefit acts
        by Consultant or its employees or agents. Comcast agrees to notify Consultant
        promptly in writing of any IP Claim, to permit Consultant to defend, compromise
        or settle the claim and to provide reasonably available information and
        assistance regarding such IP Claim; provided that: (i) if Consultant fails
        to
        promptly retain defense counsel for any such IP Claim, Comcast, at Consultant's
        expense, may retain its own defense counsel and defend against such claim;
        and
        (ii)any proposed settlement to which Comcast is a party shall be subject
        to the
        prior approval of Comcast. Should any Comcast Work, become the subject of
        an IP
        Claim, Consultant shall either (i) procure for Comcast, at no cost to Comcast,
        the right to continue to use the Comcast Work, (ii) replace or modify the
        Comcast Work at no cost to Comcast, to make the Comcast Work non-infringing,
        provided that the replacement or modified Comcast Work
        provides substantially similar functionality and performance, in
        Comcast's reasonable opinion; or (iii) if neither (i) or (ii) are possible,
        in
        addition to the indemnification set forth in this section, Consultant shall
        refund all fees paid by Comcast to Consultant for such Comcast
        Work.

       

      
        
          
          

        

        
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      10.  Cooperation
        In Legal and Business Matters. Consultant agrees to reasonably cooperate
        with Comcast in connection with any legal or business matter, including,
        without
        limitation, any dispute, claim or lawsuit, relating to the Services provided
        by
        Consultant pursuant to this Agreement. Comcast will compensate Consultant
        reasonably for such services unless such dispute, claim or lawsuit arises
        from
        Consultant's negligence or the infringement of any intellectual property
        right
        or third party right arising from the Services (in whole or in part). Comcast
        will have the right to obtain and hold in its own name the patents, copyrights
        and trademarks, any registrations, renewals and
        extensions thereof, and any other rights or protections
        which may be available or become available in the Comcast Work. Consultant
        will
        provide reasonable assistance to Comcast to obtain and enforce the rights
        and
        protections relating to the Comcast Work in any and all countries. Assistance
        of
        Consultant includes executing all documents for use in obtaining and enforcing
        such patent, copyright, trademark, and other rights and protections in the
        Comcast Work, as Comcast may desire, and any assignments. Consultant hereby
        irrevocably designates and appoints Comcast and its duly authorized officers
        and
        agents as Consultant's agent and attorney-in-fact, to act for and in
        Consultant's behalf and stead to obtain, perfect and protect Comcast's
        proprietary rights in the Comcast Work, with the same legal force and
        effect as if executed by Consultant, if Comcast is unable to obtain for any
        reason, after reasonable effort, Consultant's consent, or signature on any
        document.

       

    

    
      11.Confidentiality.


    

    
       

      11.1  No
        Disclosure. Consultant agrees that during and after the term of this
        Agreement, neither Consultant nor any person, firm, corporation or other
        entity
        affiliated with, owned in whole or in part by, employed by or otherwise
        connected with Consultant, shall directly or indirectly, without the express
        written consent of Comcast, divulge, use, sell, exchange, furnish, give away,
        or
        transfer in any way any Confidential Information (as hereinafter defined)
        of
        Comcast.


    

    
       

      11.2  Purpose of
        Access. Consultant acknowledges that any Confidential
        Information that has been disclosed to it by Comcast has been disclosed solely
        for the purpose of enabling Consultant to perform its duties hereunder.
        Consultant agrees that all Confidential Information, whether provided by
        Comcast
        prior to or after the commencement date h ereof, is the exclusive property
        of Comcast, and further agrees that all of Comcast's subscribers are and
        shall
        remain customers of Comcast.

    

    
       

      11.3  Compelled
        Disclosure. If Consultant is served with any form of process purporting to
        require Consultant to disclose any Confidential Information to any third
        party,
        Consultant shall immediately notify Comcast who shall have the right to seek
        to
        quash such process. In the event that the disclosure of any Confidential
        Information is compelled, Consultant shall disclose the minimal Confidential
        Information necessary to comply with the compelled
        disclosure.

    

    
       

      11.4  Confidential
        Information Defined. The term "Confidential Information" shall include,
        without limitation, information provided to Consultant by Comcast that Comcast
        has designated as confidential; this Agreement (and all amendments thereto)
        and
        all of its terms and conditions; all manuals and training materials provided
        to
        Consultant by Comcast; the names, addresses, e-mail addresses and telephone
        numbers of all subscribers and prospective subscribers to any product or
        service
        offered by Comcast, as well as any other personally identifiable information
        relating to such subscribers ("PII"); any other information relating to any
        Comcast's subscribers, including all lists or other records containing any
        such
        information, even if such information is aggregated; and all financial,
        technical, business, and credit information relating to Comcast, including
        without limitation, all market analyses and market expansion plans, all revenue
        and profit analyses and projections and all commission structures and
        statements; all technical information relating to Comcast, including, without
        limitation, all implemented or planned product and service improvements or
        changes, and all information about Comcast's network configuration, plant
        or any
        equipment attached thereto; and all other information relating to the
        operations of Comcast which was disclosed or provided to Consultant or became
        known to Consultant through its relationship with Comcast; and all other
        information not generally known to the public relating to Comcast. Confidential
        Information shall not include any information (i) that is or comes into the
        public domain through no fault of Consultant, (ii) that is rightfully in
        the
        possession of Consultant in written form as of the Effective Date heretofore
        hereafter independently developed by Consultant without reference to any
        Comcast's Confidential Information, or (iii) that is required to be disclosed
        by
        order of a court or tribunal of competent jurisdiction or by any law (provided
        it is disclosed in accordance with Section 11.3).

       

      
        
          
          

        

        
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      11.5  Subscriber
        Information. Consultant hereby acknowledges that Comcast has a special
        responsibility under the law to keep PII private and confidential. Consultant
        also acknowledges that the PII to which it will have access pursuant to this
        Agreement constitutes Comcast Confidential Information and that Consultant
        in no
        way possesses or shall gain possession of any ownership or other proprietary
        rights with respect to such PII. Consultant acknowledges and understands
        that
        PII is subject to the subscriber privacy protections set forth in Section
        631 of
        the Cable Communications Policy Act of 1984, as amended (47 U.S.C. Sec. 551),
        as
        well as other applicable federal and state laws. Consultant agrees that it
        shall
        use such information in strict compliance with Section 631 and all other
        applicable laws governing the use, collection, disclosure and storage of
        such
        information. Consultant further agrees to restrict disclosure of such PII
        to
        those Consultant employees or sub-contractors with a need to know and who
        are
        bound by the confidentiality provisions herein and shall not further disclose
        such information to any third Party without the prior written consent of
        Comcast.


    

    
       

      11.6  Usage
        Data. Confidential Information shall include any and all usage data,
        activity data or other information collected from or about or otherwise
        regarding Comcast's Subscribers whether in individual or aggregate form.
        Such
        Usage Data ("Usage Data") is and shall remain the property of Comcast. To
        the
        extent that Consultant has access to or collects such Usage Data, it does
        so
        solely on behalf of Comcast pursuant to Consultant's obligations hereunder
        and
        shall maintain the confidentiality of such data and shall treat in accordance
        with Comcast's then applicable privacy policies, privacy statements and
        applicable law. Consultant shall not use Usage Data for any purpose not in
        compliance with its obligations under this Agreement and shall not disclose
        such
        data, whether in aggregate or individual form, to any third party except
        as
        required to be disclosed by order of a court or tribunal of competent
        jurisdiction or by any law (and then only in accordance with Section 11.3).
        Consultant shall not collect or maintain such Usage Data except to the extent
        necessary to perform its obligations under this Agreement.

    

    
       

      11.7  Security.
        All PII and Usage Data that is collected, stored or otherwise maintained
        by
        Consultant pursuant to this Agreement shall be maintained in
        a secure environment that meets industry standards. Any PII or Usage Data
        that is collected or obtained by Consultant must be stored and transmitted
        in
        encrypted or otherwise secure form. In the event of a breach of security
        of any
        system, website, database, equipment or storage medium or facility that results
        in unauthorized access to PII or Usage Data by any third party, Consultant
        shall
        notify Comcast immediately shall resecure its systems
        immediately.

    

    
       

      11.8  Remote
        Access. To the extent that Consultant is authorized to gain remote access to
        Comcast's networks or equipment for purposes of performing its obligations
        hereunder, Consultant shall ensure that (a) such access is restricted to
        authorized employees; (b) it provides Comcast with a list of all such authorized
        employees; (c) such remote access is used solely for purposes of fulfilling
        Consultant's obligations under this Agreement; (d) such remote access is
        obtained through a secure connection; and (e) Consultant uses such remote
        access
        capability only to access equipment or software that is directly involved
        in
        Consultant's performance or res obligations hereunder and does not access
        any
        other Comcast or third party systems, databases, equipment or software. Upon
        Comcast's request, Consultant will provide periodic security audits of its
        access system and methods and will change authentication elements periodically
        to maintain the integrity and security of Consultant's
        access.

    

    
       

      11.9  No
        Publicity. Consultant shall not issue a press release or any other publicity
        (including listing Comcast in a customer list) relating to this Agreement
        or the
        fact that Consultant is providing any services to Comcast without Comcast's
        prior written approval.

       

      
        
          
          

        

        
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      11.10  Destruction/Return
        of Information. Upon the expiration or termination of this Agreement or upon
        Comcast's request, Consultant shall return all Confidential Information to
        Comcast or at Comcast's option, destroy all Confidential Information and
        provide
        within ten (10) business days of Comcast request, a written certification
        signed
        by an officer of Consultant, certifying that all Confidential Information
        in all
        formats, including without limitation, paper, electronic and disk form, have
        been returned or destroyed, as the case may be.


    

    
       

      12.  LIMITATION
        OF LIABILITY.EXCEPT IN THE CASE OF A BREACH OF CONFIDENTIALITY BY
        CONSULTANT, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR
        ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND
        INCLUDING BUT NOT LIMITED TO ANY LOSS OF USE, LOSS OF BUSINESS, OR LOSS OF
        PROFIT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE
        COULD HAVE BEEN REASONABLY FORESEEN.

    

    
       

      13.  Insurance.
        Consultant shall obtain and maintain throughout the Term of the Agreement
        the
        following insurance policies in the amounts set forth below:

    

    
       

      Business
        Liability: $1,000,000.00

    

    
      Products
        Completed Operations Aggregate: $2,000,000.00 General Non-PCO
        Aggregate:$2,000,000.00

    

    
      Technical
        Services Errors and Omissions: $1,000,000.00 Workman's Compensation:As
        required by applicable law (if any)

    

    
       

          Consultant
        agrees that it will not cancel or change any policy of insurance required
        under
        this Agreement except after thirty (30) days written notice to Comcast.
        Consultant shall cause the insurance companies issuing the policies referred
        to
        in this section to provide in each policy that such insurance companies shall
        give Comcast thirty (30) days written notice prior to any cancellation,
        amendment or alteration of said insurance contract or contracts as the case
        may
        be. Consultant shall not commence performance of the Projects or Services
        until
        it has fully complied with all insurance requirements under this section
        13 and
        provided to Comcast satisfactory proof of such compliance.

    

    
       

      14.
        Scope Of Work: Additional Costs. If Comcast requests a change in a
        Statement of Work, such change shall be made only if Comcast and Consultant
        agree in writing to such change. Comcast shall have no obligation to pay
        for
        additional services at a cost to Comcast beyond the Compensation and expenses
        described in this Agreement, unless such additional services and costs are
        approved in writing by Comcast in advance.


    

    
       

      15. Notice.
        Any notices pursuant to this Agreement shall be validly given or served if
        in
        writing and sent by registered or certified mail, postage prepaid, or via
        reputable overnight delivery service, to the following
        addresses:


    

    
       

      a) If
        to Comcast:

    

    
      Comcast
        Communications, Inc.

    

    
      2354
        E.
        Boot Road

    

    
      West
        Chester, PA

    

    
      Attn:
        VP
        Data Center Management (Gary Aron)

    

    
       

      With
        a
        copy to:

    

    
      Comcast
        Cable Communications Management, LLC

    

    
      1500
        Market Street

    

    
      Philadelphia,
        Pa. 19102-2148

    

    
      


    

    
      Attention:
        Senior Vice President & General Counsel

    

    
       

      b) If
        to Consultant:

    

    
      Information
        Systems Associates, Inc. 

      1151
        SW
        30th Street,
        Suite 

      E
        Palm
        City, FL 34990

    

    
       

      or
        to
        such other addresses as either party may designate to the other in writing.
        Delivery of any notice shall be deemed to be effective on five (5) days after
        being sent by registered or certified mail, or one (1) day, in the case of
        overnight delivery service.

       

      
        
          
          

        

        
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      16.  Waiver.
        The waiver by either party of a breach or violation of, or failure of either
        party to enforce, any provision of this Agreement shall not operate or be
        construed as a waiver of any subsequent breach or violation or relinquishment
        of
        any rights hereunder.

    

    
       

      17.  Nonexclusive Agreement.
        It is expressly understood and agreed that this
        Agreement does not grant Consultant any exclusive privileges or rights and
        Comcast may contract with other Consultants for the procurement of comparable
        Projects or Services. Comcast makes no guarantee or commitment for any minimum
        or maximum amount of Projects or Services hereunder. Notwithstanding anything
        to
        the contrary in this Agreement or otherwise, neither party shall be prohibited,
        restricted or enjoined at any time by the other from utilizing any skills
        or
        knowledge of a general nature acquired by such party during the course of
        performing its obligations under this Agreement (provided that Consultant
        does
        not use any Confidential Information), including, but not limited to,
        information that is publicly known or available or that could reasonably
        be
        acquired in the course of performing similar work.

    

    
       

      18.  Binding
        Effect. This Agreement shall be binding upon and shall inure to the
        benefit of the parties and their respective
        heirs, successors, representatives and assigns. Notwithstanding
        the foregoing, this Agreement may not be assigned by either party without
        the prior written consent of the other; provided that, without obtaining
        Consultant's consent, Comcast may assign its rights and obligations under
        this
        Agreement to (I) any affiliate of Comcast, or (ii) any party (or its affiliate)
        acquiring all or substantially all of the assets or stock, by merger or
        otherwise, of Comcast or any affiliate of Comcast. For purposes of this section,
        "affiliate" shall mean any entity controlling, controlled by or under common
        control with the referenced entity.

    

    
       

      19.  Choice
        of Law. This Agreement shall be governed by and construed in accordance with
        the internal laws of the Commonwealth of Pennsylvania, without regard to
        conflicts of law principles thereof, regardless of its place of execution
        or
        performance. Any claims or controversy arising out of or relating to this
        Agreement shall be brought exclusively in
        any federal or state court of competent
        jurisdiction located in the Commonwealth of Pennsylvania and the
        parties hereby consent to personal jurisdiction or and venue in said
        court.


    

    
       

      20.  Integration.
        Except as expressly provided for otherwise herein, this, writing represents
        the
        entire agreement and understanding of the parties with respect to the subject
        matter hereof and supersedes any and all previous agreements of whatever
        nature
        between the parties with respect to the subject matter; it may not be altered
        or
        amended except by an agreement in writing signed by both
        parties.


    

    
       

      21.  Subcontractors.
        Consultant shall not subcontract this Agreement in whole or in part to any
        third
        party without (i) the prior written consent of Comcast, which may be withheld
        at
        its sole discretion, and (ii) the prior written agreement of the proposed
        subcontractor to be bound by the provisions of this Agreement. Notwithstanding
        any such subcontract, Consultant shall not be relieved of its performance
        or
        obligations under this Agreement.

    

    
       

      22.  Force
        Majeure. Neither party shall be deemed to be in default of any provision of
        this Agreement for failures in performance resulting from acts or events
        beyond
        its reasonable control (a "Force Majeure Event") for the duration of the
        Force
        Majeure Event. Such Force Majeure Events shall include but not be limited
        to,
        acts of God, civil or military authority, terrorists, civil disturbance,
        war,
        strikes, fires, other catastrophes, labor disputes, parts shortages, or other
        events beyond Consultant's reasonable control.


    

    
       

      23.  Counterparts
        and Signatures. This Agreement may be executed in counterparts and forwarded
        by facsimile transmission by the parties. Each of the representatives signing
        this Agreement on behalf of the respective parties hereto represents and
        warrants that he or she has been duly authorized to execute and deliver this
        Agreement and that upon execution and delivery hereof, this Agreement shall
        be
        binding and enforceable in accordance with its terms against such party for
        whom
        such representative has signed.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    
       

          The
        parties
        have executed this Consulting Services Agreement as of the date first above
        written.

    

    
      


    

    
      Comcast
        Cable
        Communications                                                        
Information Systems Associates, Inc.

    

    
      Management,
        LLC

    

    
      


    

    
      


    

    
      By:
        /s/ Gary W.
        Aron                                                 
By: /s/ Joseph P.
        Coschera

    

    
      Name: Gary
        W.
        Aron                                                                          Name: Joseph
        P. Coschera

    

    
      Title: Vice
        President                                `                                           Title: President

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

    

    
      EXHIBIT
        A


    

    
       

      Information
        Systems Associates, Inc. Intellectual Property


    

    
       

      The
        intellectual property known as On Site Physical InventoryTM (a/k/a OSPITM) is the
        sole property of Information Systems Associates, Inc. (Consultant) which
        operates on a handheld PC device equipped with bar code scanning capabilities.
        From time to time, during the term of the Agreement, the Consultant may be
        required to utilize its intellectual property to provide services under a
        Statement of Work. In doing so, it may also be necessary for the Consultant
        to
        modify its intellectual property to meet a specification not found
        (non-standard) in its intellectual property. Doing so does not give any rights,
        title or interest to the Comcast to this intellectual property.

       

      
        
          
          

        

        
          9