EX-10.1






	 
	COST SHARING AGREEMENT

	 

	 







This Cost Sharing Agreement (hereinafter “Agreement”) is between PEMCO Mutual Insurance Company
(“PMIC”) and EvergreenBank (“Bank”), both Washington corporations with principal offices in
Seattle, Washington, and when signed by both parties shall be deemed effective as of April 1, 2006.




	1.	 	Purpose





The purpose of this Agreement is to define the billable services provided by or through PMIC to
Bank and to establish the payment and/or reimbursement mechanisms for the costs associated with
such services. This Agreement is not intended to create a profit for PMIC, but rather to ensure
that Bank is equitably responsible for actual, reasonable costs and expenses incurred by or through
PMIC on Bank’s behalf.



2. Term and Termination



This Agreement shall remain in force for an initial term of one year corresponding to calendar year
2006. Thereafter, upon each January 1 this Agreement shall automatically renew for successive
calendar year terms, subject to mutually agreed-upon service and pricing modifications, until it is
terminated as provided below.



Termination for convenience. Either party may terminate this Agreement, or any service hereunder,
for any or no reason by providing the other party no less than six months advance written notice.
In such event, both parties shall make good faith reasonable efforts to facilitate an orderly and
mutually satisfactory disengagement of the affected service(s).



Termination by mutual consent. This Agreement or any service hereunder may be terminated at any
time with the express consent of both parties.



Termination for cause. Either party may terminate this Agreement upon notice to the other in the
event the non-terminating party materially breaches its obligations under this Agreement
(including, without limiting the foregoing, all financial obligations) and fails to cure such
breach within 90 days after receiving written notice thereof by the non-breaching party.



Termination for insolvency. Either party may terminate this Agreement upon notice to the other in
the event the non-terminating party becomes the subject of bankruptcy, assignment for the benefit
of creditors, or any similar proceedings (whether voluntary or involuntary), or if the
non-terminating party otherwise ceases to do business as a going concern.




	3.	 	Definition of Services





PMIC will provide such services as are listed and defined in Attachment A hereto. The services and
pricing are expected to generally remain stable over the course of each annual term hereof;
however, Attachment A may be modified at any time with both parties’ written consent. Attachment A
shall in any event be reviewed and modified as necessary at least annually to ensure its accuracy,
completeness, and fairness to both parties.



Notwithstanding anything in this Agreement or Attachment A to the contrary, PMIC reserves the right
to discontinue any service hereunder upon 30 days advance notice to Bank in the event that PMIC
ceases to provide that service generally. In such event, PMIC shall provide Bank a commercially
reasonable level of assistance to facilitate an orderly cessation of service and/or migration to
another service provider.




	4.	 	Monthly Settlement





All charges allocable to Bank hereunder shall be invoiced on a monthly basis in arrears as
incurred, and shall be due and payable as invoiced. Both parties shall exercise their best efforts
to promptly resolve any settlement dispute(s).



5. Charges and Methodologies



To the extent practical, all cost calculations, allocation formulae, settlement methodologies, and
any other factors used to determine and apply the charges hereunder shall be specified in
Attachment A. Notwithstanding the foregoing, in the event that both parties should expressly agree
to subject to this Agreement any costs or services of which the details are not adequately
specified in Attachment A, then the charges related thereto shall be determined and allocated in
accordance with customary insurance accounting practices and/or generally accepted accounting
principles, as applicable.




	6.	 	Direct-Billed Charges





Third party charges for services that are subject to this Agreement shall be billed to and paid
directly by Bank to the extent that is practical. Notwithstanding the foregoing, in the event PMIC
pays any such charge on Bank’s behalf, such expense shall be added to and payable as part of Bank’s
next subsequent monthly invoice.




	7.	 	Books and Records





The books and records of each party, as they pertain to this Agreement, shall be maintained in
accordance with the uniform accounting instructions of the National Association of Insurance
Commissioners and/or generally accepted accounting principles, and shall be made available for
audit and review by the other party upon reasonable notice and by the Office of the Insurance
Commissioner of the state of Washington upon demand.




	8.	 	Proprietary Rights





Bank retains exclusive rights of ownership to all work products produced solely and exclusively for
Bank by PMIC under this Agreement. PMIC retains exclusive rights to ownership of all other work
products produced hereunder, except to the extent that such rights are owned by third parties.
“Work product” shall include all documents, presentation materials, files, input materials, output
materials, the media upon which they are located, and all software programs or packages (together
with any related documentation, source codes, object codes, upgrades, revisions, modifications, and
any other related materials) which are utilized or developed in the performance of the services
contracted for under this Agreement.




	9.	 	Confidentiality





Each party shall hold in trust and confidence all of the other party’s Confidential Information to
which it is exposed in connection with this Agreement, and shall not disclose such information to
third parties except as may be authorized by the owner of such information or as required by law.
“Confidential Information” means all information not in the public domain that belongs to or is the
responsibility of each party to hold in confidence, including but not limited to information about
that party’s business affairs, software and hardware systems and related documentation, existing or
future research and development, work products, customers, employees, agents, contractors, and
consultants, and information about or belonging to other entities with whom that party conducts
business. Each party’s Confidential Information shall include, without limitation, all consumer
nonpublic personal information in that party’s possession in any form, whether individually
identifiable or anonymous information. In the event that either party discovers an unauthorized
disclosure of the other party’s Confidential Information, the discovering party shall immediately
notify the affected party and take such remedial action(s) as may be required by law and/or prudent
under the circumstances. The provisions of this paragraph shall survive any termination of this
Agreement.




	10.	 	Indemnity





It is the intention of the parties that PMIC is an independent contractor under this Agreement. All
employees of PMIC who provide services hereunder shall remain employees of PMIC and not employees
of Bank, regardless of whether their employment compensation is a factor in determining the amount
charged to Bank for a service hereunder. Notwithstanding the foregoing, in the event that a
governmental authority determines that social security, withholding, or other employment-related
tax or assessment related to the services hereunder should have been paid by Bank on behalf of
PMIC, then PMIC agrees to indemnify and hold harmless Bank against any such liability, including
any interest and penalties occasioned by such determination.



Bank agrees to defend, indemnify, and hold harmless PMIC against any and all loss, liability, cost
or expense (including without limitation reasonable attorneys’ fees) arising from or related in any
way whatsoever to the services provided hereunder, except to the extent such liability is expressly
assumed by PMIC hereunder or is solely caused by PMIC’s gross negligence or willful misconduct.




	11.	 	General






	 	A.	 	Applicable Law. This Agreement shall be governed by and interpreted under the laws of
the State of Washington.






	 	B.	 	Severability. Any invalidity, in whole or in part, of any provision of this Agreement
shall not affect the validity of any other of its provisions.






	 	C.	 	Notices. Any notice or other communication hereunder shall be in writing.






	 	D.	 	Waiver. No term or provision hereof shall be deemed waived or breach excused unless
such waiver is in writing and signed by the party claimed to have waived or consented.






	 	E.	 	Assignment. Neither party may assign, sell, transfer, or subcontract any of its rights
or obligations under this Agreement without the other party’s prior written consent, which
shall not be unreasonably withheld.






	 	F.	 	Modification. This Agreement may not be modified except by written agreement of both
parties.






	 	 	 	G. Force Majeure. Neither party shall be liable to the other for any delay in its
performance hereunder caused by circumstances beyond its reasonable control.






	12.	 	Entire Agreement





This Agreement, including Attachment A and any other attachments hereto and as may be modified from
time to time as provided herein, constitutes the entire agreement between PMIC and Bank regarding
the services and costs and other subject matter referred to herein, and as of the effective date
hereof terminates, replaces, and supersedes all prior agreements and other communications between
the parties with respect to this subject matter, regardless of whether in written, oral, or any
other form.



	 	 	 
	PEMCO Mutual Insurance Company	 	EvergreenBank
	By: /s/ Steven A. Ricco

	 	By: /s/ Gerald O. Hatler
	 
	 	 
	Name: Steven A. Ricco

	 	Name: Gerald O. Hatler
	 
	 	 
	Title: Vice President & CFO

	 	Title: President & CEO
	 
	 	 
	Date: 4/1/2006

	 	Date: 4/1/2006
	 
	 	 






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	ATTACHMENT A -
	SERVICES AND COST ALLOCATIONS





To the Cost Sharing Agreement between PEMCO Mutual Insurance Company

and EvergreenBank dated April 1, 2006




Period Covered:




January 1, 2006  —  December 31, 2006







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	HUMAN RESOURCES - Services and Allocations

	 







Description of Services:



Specialty Functions/Administration




	 	•	 	Contracts with, and manages, 3rd party vendors (15+)






	 	•	 	and parking programs, service and attendance awards






	 	•	 	Helps administer HR policies and handbook





EEO, Legal, Compliance




	 	•	 	Provides regulatory reporting to 12+ agencies






	 	•	 	Handles unemployment and workers’ compensation claims/issues






	 	•	 	Ensures legal compliance on EEO, safety, benefit plans, and other employment issues






	 	•	 	Trains supervisors and managers in employment and compliance issues





Compensation (Payroll and Benefits)




	 	•	 	Administers benefit programs such as medical/dental, 401(k), life, long-term disability,
and other programs such as tuition/education reimbursement programs and deferred
compensation plans; manages COBRA process






	 	•	 	Recommends benefits strategy to PFS Executive Committee annually prior to open
enrollment






	 	•	 	Conducts annual open enrollment process, processes monthly benefits enrollment and
benefits billing






	 	•	 	Coordinates benefits coverage, paid and unpaid leave, and return to work issues with
employees on leaves of absences






	 	•	 	Negotiates benefits contracts with vendors






	 	•	 	Administers wage and pay programs, compiles and analyzes pay and benefits data






	 	•	 	Prepares personalized total compensation statement, every other year






	 	•	 	Manages paid time off programs






	 	•	 	Processes payroll data on biweekly payment schedule






	 	•	 	Manages transportation subsidies and commuter program






	 	•	 	Documentation/Records:






	 	•	 	prepares monthly wage and tax data for general ledger






	 	•	 	documents expense reporting






	 	•	 	creates ad hoc reports for earned time and sick time balances, overtime
and bonuses






	 	•	 	time recording for attendance records






	 	•	 	processes taxable fringes





Employment (Recruiting and Staffing)




	 	•	 	Creates ads for open positions






	 	•	 	Conducts initial screening interviews, administers applicant testing, develops legal and
effective interviewing techniques






	 	•	 	Checks and accesses references, credit and criminal backgrounds






	 	•	 	Manages PFS employee transfers






	 	•	 	Conducts exit interviews






	 	•	 	Recruits temporary services, manages contracted employees






	 	•	 	Trains supervisors and managers in interviewing






	 	•	 	Reports






	 	•	 	Reviews position responsibilities for accurate FLSA classification






	 	•	 	Reviews employees’ statuses (regular full-time, regular part-time, temporary) for
accurate classification






	 	•	 	Assists Security with employee safety issues





Training




	 	•	 	Conducts first day, 2 hour orientation and 90 day, 11/2 hour benefits orientation






	 	•	 	Facilitates PDP training; assists facilitation of Legacy Leadership, supervisory
training,






	 	•	 	Trains managers to administer policies and procedures





Allocation Methodology: 


The allocation model for Human Resources is:




Annual HR expense as benchmarked / PMIC HR staff = cost per HR Staff


(Total Bank headcount/100) x HR headcount benchmark = Bank HR Staff




Bank HR Staff x Cost per HR Staff = Bank annual HR expense


Bank annual HR expense/12 = monthly expense reimbursement (rounded)



Adjusted FTE is defined as follows:



HR expense as benchmarked = Ward benchmark for A.M. Best A+ insurance companies



HR headcount benchmark = BNA survey data at the third quartile



Notes:




	•	 	Headcount is based on October 2005 data.






	•	 	Expense reimbursement will be billed monthly and is subject to change only with the
occurrence of material event.






	•	 	Bank direct vendor payments are not included.




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	THE LEARNING CENTER (TLC) - Services and Allocations

	 







Description of Services



TLC provides the following services within the scope of the monthly retainer fee:



Basic Services




	 	•	 	Setting up classes (attendance records, supplies, etc.)






	 	•	 	Enterprise-level training (new employee training, legal updates, wellness activity, for
any number of employees participating





Specialty Functions/Administration




	 	•	 	Contracting with, and managing, 3rd party vendors that supply equipment,
tools, and services






	 	•	 	Curriculum Development






	 	•	 	Performance and Training Consulting






	 	•	 	Research






	 	•	 	Coaching and Mentoring






	 	•	 	Facilitating






	 	•	 	Customization/specialization for specific development needs






	 	•	 	Systems and tools such as Performance Assessments, Professional Development Planning,
360 Assessments, Competency identification and assessment * (see below)






	 	•	 	Administration of accredited external courses – CPCU, etc.






	 	•	 	Administration of external learning offerings — below






	 	•	 	Need and gap analysis consulting






	 	•	 	Survey administration





Internal Learning Offerings




	 	•	 	New Employee Orientation






	 	•	 	The Supervisory Series






	 	•	 	Performance Management






	 	•	 	Career Focus






	 	•	 	CPR Refresher






	 	•	 	Customer Relations






	 	•	 	Customer Relations Refresher






	 	•	 	Learning About Behavior Styles






	 	•	 	Resolving Conflict






	 	•	 	Netspeed Series (Multiple classes)






	 	•	 	Transition Management






	 	•	 	Feedback Skills






	 	•	 	Presentation Skills






	 	•	 	Privacy/Compliance e-learning






	 	•	 	Whale Done






	 	•	 	Computer Classes






	 	•	 	Other classes as mutually agreed





Notes:




	 	•	 	Bank direct vendor payments are not included.





The following services will be billed as a direct charge back to Bank (by business unit
where applicable):



External Learning Offerings




	 	•	 	Bob Pike






	 	•	 	Skillsoft






	 	•	 	Books 24/7






	 	•	 	Contract Certification






	 	•	 	Leadership That Shapes the Future






	 	•	 	Satellite Video Conferences






	 	•	 	Advanced/Specialized Computing & Programming Classes – on request






	 	•	 	Fierce Conversations






	 	•	 	Katie Insurance School






	 	•	 	Computer Classes






* Directly charged back to user




	 	•	 	Others as mutually agreed to





Allocation Methodology:



Bank will be charged a flat retainer of $1,000.00 per month plus any applicable direct bill charge
back.



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	SHARED SERVICES DEPARTMENT - Services and Allocations

	 







Description of Services:




	 	 	 	Mail Services- — - — - — - Handling of all incoming and outgoing mail, receiving and
delivery of packages, center messenger service, miscellaneous projects such as processing
of agent mail, Visa reports, proof of mail, and bank statements.






	 	 	 	Print Management — - — Management of outsourced print services and leased copy machines





	 	 	 
	Forms Management — -

	 	Inventory and version management of standard forms
	 
	 	 
	Reception — - — - — - — - -

	 	General lobby reception services and ad hoc clerical assistance






Allocation Methodology:



The above services will be billed at a fixed monthly rate of $1,700.00 which reflects actual cost
experience over the 18 month period ending September 30, 2005.



Notes:




	•	 	Bank direct vendor payments and direct postage are not included.






	•	 	Projects such as ad hoc proof reading, document editing, preparing mail labels, etc. are
Word Processing special project tasks and are charged for at the Word Processing hourly rate
specified below.





Photocopying Services and Pricing 



	 	 	 
	File copying . . . . . . . . . . . . . . . . . . . . . . . . . . . .	 	 
	. . . . . . . . . . . . . . . . .	 	$0.30 per sheet
	Full color copying . . . . . . . . . . . . . . . . . . . . . . . . .	 	 
	. . . . . . . . . . . . . . .	 	 
	(more than 2 colors excluding black on a page, 8 1/2 x 11)	 	$0.99 per sheet
	Full color copying . . . . . . . . . . . . . . . . . . . . . . . . .	 	 
	. . . . . . . . . . . . . . .	 	 
	(more than 2 colors excluding black on a page, 11 x 17)	 	$1.50 per sheet
	Accent color copying . . . . . . . . . . . . . . . . . . . . . . . .	 	 
	. . . . . . . . . . . . . .	 	 
	(one color plus black on a page, 8 1/2 x 11 or 8 1/2 x 14, 1- or 2-sided)	 	$0.25 per sheet
	B&W copying . . . . . . . . . . . . . . . . . . . . . . . . . . . .	 	 
	. . . . . . . . . . . . . . . .	 	 
	(8 1/2 x 11, 8 1/2 x 14, 1- or 2-sided)	 	$0.07 per sheet
	B & W copying . . . . . . . . . . . . . . . . . . . . . . . . . . .	 	 
	. . . . . . . . . . . . . . . .	 	 
	(11 x 17, 1- or 2-sided)	 	$0.12 per sheet
	Sales training manuals . . . . . . . . . . . . . . . . . . . . . . .	 	 
	. . . . . . . . (Includes copy, tabs, and bindery costs. Does

not include binder.)

	 	

$60.00 per manual
	 
	 	 
	Bindery time . . . . . . . . . . . . . . . . . . . . . . . . . . . .

..

	 	

$60.00 per hour
	 
	 	 
	Folding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

..

	 	

$15.00 per setup
	 
	 	 
	Plotter printing . . . . . . . . . . . . . . . . . . . . . . . . . .

..

	 	

$2.00 per page






Notes: Rates are 100% of market price.



Fleet Services: Pool cars are only available for emergency use.



	 	 	 
	When used, the charge will be: $5.00 per hour
	based on a 12-hour day (7 am - 7 pm) seven days a week

	 
	 	 
	Desktop Publishing: $54.00 per hour

	 	

	 
	 	 
	Design Services: $62.00 per hour

	 	

	 
	 	 
	Writing Services: $58.00 per hour

	 	

	 
	 	 
	Word Processing: $42.00 per hour

	 	

	 
	 	 
	Notes:

	 	








	 	•	 	All services will be billed for in minimum 15-minute increments.




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	FINANCE - Services and Allocations

	 







Description of Services:


Purchasing:




	 	•	 	Fleet handling in coordination with Shared Services Dept.






	 	•	 	Purchase order processing






	 	•	 	Vendor management






	 	•	 	Requests For Proposal






	 	•	 	Requests For Information






	 	•	 	Vendor research






	 	•	 	Cell phone handling





Allocation Methodology:



$10.00 per purchase order



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	CORPORATE LEGAL - Services and Allocations

	 







Description of Services:


In General: Deliver an array of in-house legal services to Bank, including:



Advice and Counsel




	 	•	 	Provide legal assistance to upper management regarding day-to-day business operations






	 	•	 	Assist Bank in developing situational strategic options;






	 	•	 	Support the board(s) of directors of Bank (and subsidiaries, if applicable)





Compliance




	 	•	 	Maintain ongoing rapport with regulators






	 	•	 	Provide legal assistance during regulatory examinations and external audits






	 	•	 	Assist in complaint responses to regulators






	 	•	 	Provide legal assistance on privacy policies and information security programs






	 	•	 	Provide research, clarify laws, regulations, and information as requested





Contracts




	 	•	 	Provide targeted support (including coordination with Contracts Management) on contract
reviews





Corporate Filings




	 	•	 	Ongoing regulatory compliance activities, including review and/or filing of state and
federal reports





Intellectual Property




	 	•	 	Register copyright and trademark filings, or coordinate the same with outside counsel





Corporate Governance




	 	•	 	Preparation and filing of amendments to bylaws, charter documents, board resolutions and
minutes






	 	•	 	Legal assistance for board meetings, board committee meetings and annual shareholder
meetings






	 	•	 	Maintaining Bank’s articles of incorporation, bylaws, corporate minute books, and
associated records






	 	•	 	Support corporate policy development and implementation






	 	•	 	Contact with regulators and law enforcement






	 	•	 	Liaison to third party stock transfer agent and other regulatory vendors






	 	•	 	Administration of stock option plan





Litigation




	 	•	 	Provide advice and supervision of outside law firms on pending or threatened litigation
(excluding claims litigation for insurance companies and certain other services)





Lobbyists and Trade Associations




	 	•	 	Review pending legislation and changes to legislation






	 	•	 	Support corporate lobbyist and government affairs activities





Other Services as Agreed


Specific additional services as may be provided pursuant to mutual determination by Bank and
Corporate Legal, including:




	 	•	 	Non-insurance claims-related legal support, advising management on the meaning of
statutes, regulations, court opinions, and administrative rulings, and preparation or
review of corporate policies, forms, agreements, and contracts.





Allocation Methodology:



The Corporate Legal pricing model is based on estimates of billable time. The model does not
account for any major unplanned projects (such as an acquisition), for which PMIC reserves the
right to make appropriate adjustments. The basic allocation formula is:



Allocable Costs x estimate of hour allocations



Bank will be billed 9.9% of the current estimate of hour allocations.



Notes:




	•	 	Bank direct vendor payments are not included.




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	REAL ESTATE - Services and Allocations

	 







Description of Services:



	 	 	 
	Housekeeping $60.00 / hour

	 
	 	 
	 








	 	•	 	Special Tenant requested cleaning






	 	•	 	Conference room Set-up






	 	•	 	Emergency cleaning
	 
	 	 	 	Facility Services $60.00 / hour
—






	 	•	 	Work Order requests






	 	•	 	Damage repair






	 	•	 	Equipment installations






	 	•	 	Equipment repair






	 	•	 	Special services (lock change, custom lighting, security support, etc.)
	 
	 	 	 	Professional Services $70.00 / hour
—






	 	•	 	Space programming






	 	•	 	Space design






	 	•	 	Leasing and property consultation






	 	•	 	Project management
	 
	 	 	 	Notes:






	 	•	 	The above services are not provided under PMIC’s real estate lease(s) with Bank (if any). However,
for mutual convenience, charges for the above will be billed as additional items on Bank’s “rent” invoice.
	 
	 	 	 	Physical Security
—






	 	•	 	Access controls and alarm






	 	•	 	Emergency radio communication
	 
	 	 	 	Safety Program
—






	 	•	 	Provide first aid kits, AEDs, sickroom and related supplies






	 	•	 	Insure MSDS and hazardous materials and blood borne pathogen regulatory compliance






	 	•	 	Provide emergency First Aid response, CPR, earthquake preparedness, Bomb Search, and
evacuation support






	 	•	 	Provide First Aid, AED, and related training to appropriate staff






	 	•	 	Establish and maintain Safety Committee structure and regulatory compliance






	 	•	 	Provide Emergency Food, Water for extended emergencies






	 	•	 	Provide Search and Rescue equipment and handling in the event of regional disaster
impacts to facility






	 	•	 	Conduct routine safety sweeps and evaluations for proactive accident prevention






	 	•	 	Conduct Accident Investigations to determine cause and remedy






	 	•	 	Provide Safety Awareness and Education programs





Enterprise Contingency Planning




	 	•	 	Establish and maintain corporate contingency planning structure






	 	•	 	Provide and maintain EOC






	 	•	 	Consultation, coordination, and guidance to Contingency Teams






	 	•	 	Act in recovery coordinator role during emergencies






	 	•	 	Provide PFS Enterprise contingency exercises and drills






	 	•	 	Provide contingency planning awareness and education programs





Other Security




	 	•	 	Emergency PA communications






	 	•	 	Investigations






	 	•	 	Workplace violence prevention program






	 	•	 	Liaison with law enforcement authorities






	 	•	 	Investigative criminal background checks






	 	•	 	Emergency response to security-related threats to persons or property at PFS company
sites






	 	•	 	Protection of persons and property at PFS company sites





Security Allocation Methodology:




Total allocable costs are:




Actual physical security costs




- less 30% of the Guardsmark billing (which goes to “building”)




- less direct customer reimbursements




Bank will be charged its portion of these allocable costs based on Bank’s proportion of FTEs at
properties occupied or remotely viewed by PMIC Real Estate.



Other charges:




	 	•	 	$27 per hour for SAS 70 support, CISP, or other special projects





Notes:




	•	 	Bank direct vendor payments are not included.






	•	 	The above allocations do not include actual emergency response. Security response and
recovery expenses resulting from an actual emergency will be charged separately based on
actual cost.




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	TELECOM - Services and Allocations

	 







Description of Services:



Coordination and Management of Voice Dial Tone Service




	 	•	 	New, deleted or changed voice lines






	 	•	 	Provision of voice mail services






	 	•	 	Long distance related to remote access lines






	 	•	 	Remote user access services related to voice telecom





Business Management of Voice Telecom Service




	 	•	 	Invoice processing and control of vendor provided telecom services






	 	•	 	Invoice processing and control of PMIC/Affiliate voice telecom billings






	 	•	 	Administering equipment and all other contractual obligations regarding voice telecom






	 	•	 	Administer implemented Policies and Procedures





Coordination of Technical Voice Telecom Services




	 	•	 	Coordination, oversight and approval of all equipment maintenance, upgrading,
installation, consultation, and other technical activity performed by third parties
(including but not limited to PCCS, Inc.) relating to voice telecom





Allocation Methodology: 



Telecom pricing consists of the following rates:



	 	 	 	 	 
	 	 	Home Office	 	Remote Office
	Long distance

Nortel desk phone

Rockwell

Line

New phone MAC

Move phone MAC

Software MAC

	 	$0.06 per minute

$29.00 / unit per month

$22.00 / unit per month

$12.00 / line per month

$150.00 per MAC

$100.00 per MAC

$25.00 per MAC
	 	$0.06 per minute

$49.00 / unit per month

$13.00 / unit per month

$44.00 / line per month

$150.00 per MAC

$100.00 per MAC

$25.00 per MAC






Notes:




	 	•	 	The above charges shall remain stable through March 31, 2006; beginning April 1, 2006,
they are subject to change upon 30 days notice.






	 	•	 	Both parties recognize and agree that the above may be revised during the term to
reflect mutually agreed-to arrangements relating to Telecom services provided by PCCS, Inc.






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