Contract with The Createch Group



 Exhibit 10KK 
  
 CREATECH GROUP 
  
 January 12, 2005 
  
 Mr. Craig Armstrong 
 General Manager 
 Boomerang Tracking Inc. 
 9280 de 1’Acadie Blvd 
 Montreal, Quebec H4N 3C5 
  
 Mr. Armstrong, 
  
 We are pleased to submit this
proposal letter, with terms and conditions, for The Createch Group’s participation in the upgrade project of OneWorld Xe to the version 8.11 of PeopleSoft EnterpriseOne. 
  
 This proposal is based on discussions with Mr. Sylvain Dunn, Mrs. Brigitte Germain, Mrs. Marle-Annick Paquin, and Mr. Frédéric
Poitras held on December 15, 2004, at your facility on 1’Acadie. 
  
 This
arrangement letter contains the following sections: 
  

	•	Our understanding 

  

	•	Project objective 

  

	•	Timing and resources 

  

	•	Fees and expenses 

  

	•	Appendix A: Legal clauses 

  

	•	Appendix B: Project Schedule 

  

	•	Appendix C: Project Team Structure 

  
 If, for whatever reason, this proposal does not suit your needs, be assured of our flexibility to make the appropriate changes. Please refer to appendix B for the details
of the scope of the work to be performed during the course of the project. 
  
 Our understanding 
  
 Boomerang implemented J.D.
Edwards’ OneWorld Xe as the system infrastructure to support its operations on July 2, 2002. Today, the system supports Boomerang’s customer installed base of more than 140,000 customers. 
  
 Boomerang would like to implement monthly billing and to move to a more recent version of the
software in order to take advantage of enhancements in the field of security, the usability of the user interface, and new functionalities. Boomerang requires the assistance of The Createch Group to help support Boomerang’s internal resources
for this important undertaking. 
  
 Montreal: Faubourg Tower •
1250, Guy Street, Suite 700, Montreal (Quebec) H3H 2T4 • T: (514) 937-1188 f : (514) 937-0550 Quebec : 259, du Pont Rd, Suite 203, Saint-Nicolas (Quebec) G7A 2V1 • T: (418) 836-0885 F : (418) 836-1093 
 www.groupecreatech.com 







 CREATECH GROUP 
  
 Project objectives 
  
 The objectives of this project are to: 
  

	 	•	 	Implement monthly billing any day of the month on the current version of the software and web platform to support the introduction of new offerings. 

  

	 	•	 	Support Boomerang’s team with the upgrade to version 8.11 of PeopleSoft EnterpriseOne (PSE1) 

  

	 	•	 	Install new version 

  

	 	•	 	Upgrade One World Xe technical environment to PSE1 

  

	 	•	 	Retrofit modifications and interfaces where necessary 

  

	 	•	 	Assist in performing unit testing 

  

	 	•	 	Assist in performing integration testing 

  

	 	•	 	Assist in performing stress testing 

  

	 	•	 	Review documentation 

  

	 	•	 	Assist in performing training of end users 

  

	 	•	 	Assist in performing final conversion 

  

	 	•	 	Assist in go live 

  
 Timing and resources 
  
 We
estimate that this project will take place over a 25-week period, as per the project schedule shown in appendix B. Here are the planned dates for the project: 
  

			
	Project start date for monthly billing:	 	January 17, 2005
	Project go live date for monthly billing:	 	March 1,2005
		
	Project start date for the upgrade:	 	January 31, 2005
	Project go live date for the upgrade:	 	July 4, 2005

  
 The Createch Group and Boomerang
Tracking Inc. will assign the necessary and sufficient resources to ensure completion of the deliverables within the planned deadlines, as per the expected effort for each resource in the next section and the project team structure shown in appendix
C. 
  
 Our consultants are all bound, through their employee contracts, by regular
confidentiality clauses and this proposal letter represents our commitment that all information obtained during this mandate will be assumed confidential, unless otherwise specified. If you deem necessary, we are available to sign another
confidentiality arrangement, which you might use internally. 
  
 The Createch
Group agrees to maintain all relevant certifications pertaining to the PeopleSoft software at all times throughout the duration of the work. 
  
 The Createch Group acknowledges having reviewed and being familiar with the PeopleSoft agreement with Boomerang and agrees not to do anything in the course of its work or
services that could have the 

  

 2 








 
CREATECH GROUP 
  
 effect of causing Boomerang to breach its obligations to PeopleSoft or lose the benefit of any of PeopleSoft’ warranties or indemnities in respect of the software
licensed by PeopleSoft to Boomerang, More specifically, The Createch Group cannot access the source code of the PeopleSoft software without the prior written approval of Boomerang. 
  
 All work product and deliverables developed by or on behalf of Createch hereunder, and all intellectual property rights relating thereto,
will belong solely to Boomerang. 
  
 Fees and expenses 

 
 The estimate for the project was mostly derived from a size and scope comparison with
similar projects we completed over the last years. We have completed a high-level work plan that substantiates the activities to be performed shown in appendix B. 
  
 We estimate the amount of effort for this project at 63 workdays for our consultants. 
  
 We agree to approach this project on a variable basis. You will then be charged for
professional fees actually incurred. 
  
 Our fee structure and expected effort
estimate per individual is described below: 
  

										
	 Individuals

	  	 Daily Rate
(8 hours per
 day)

	 	 	 Days

	  	Professional
Fees


	 Florian Perreault
	  	$	1,500	 	 	12	  	$	18,000
	 Michel Béairty
	  	$	1,275	 	 	5	  	$	6,375
	 Martin Bédard
	  	$	1,275	 	 	5	  	$	6,375
	 Sébastien Leclerc
	  	$	1,200	 	 	2	  	$	2,400
	 Miguel Carrier
	  	$	1,200	 	 	30	  	$	36,000
	 Stéphane Piecken
	  	$	1,350	 	 	1	  	$	1,350
	 	  	 	 	 	 	
	  	
	

	 Total
	  	 	 	 	 	55	  	$	70,500
				
	 Contingency
	  	 	15	%	 	8	  	$	10,500
				
	 Total, including contingency
	  	 	 	 	 	63	  	 	81,000
	 	  	 	 	 	 	
	  	
	


  
 To these professional fees, we add
applicable taxes and out-of-pocket expenses primarily to cover transportation expenses from our office to our facility. We will bill you monthly based on actual time and expenses incurred. Our invoices are payable upon receipt. 
  
 In the case of a project at the Boomerang site, these would consist primarily of travel
expenses, which would be a kilometer charge based on $0,40/km from our offices. 
  

 3 








 Any change to this agreement or the assumptions on which it is based should be documented as an addendum to this
agreement. 
  
 ************************************* 
  
 We are looking forward to working with you on this important initiative. Should you have any
questions, please contact us at (514) 937-1188. 
  

							
	The Createch Group	  	Boomerang Tracking Inc.
				
	 By:
	 	 /s/    Stephanie Chantal

	  	 By:
	 	 /s/    Craig Armstrong


	 	 	 STEPHANIE CHANTAL
	  	 	 	 CRAIG ARMSTRONG

	 	 	 Manager
	  	 	 	 General Manager

				
	 Date:
	 	 14 Janvier, 2005
	  	 Date:
	 	 January 12, 2005









 Appendix A - Legal clauses  
  
 Limitation of liability 
  
 The Createch Group’s liability to the customer for damages from any cause whatsoever and regardless of the form of action whether in contract or tort, shall be
limited to the amounts paid to Createch hereunder. 
  
 The Createch Group shall
not be liable for damages resulting from loss of data, profits, revenues, use of the PeopleSoft’ products, or for any special, incidental, indirect or consequential damages in connection with services or materials provided under this agreement.

  
 “Exclusive remedy” and Performance Warranty 
  
 Createch gives Boomerang the following warranties: (i) a 6-month warranty on the performance
of any software (including interfaces) developed by Createch, commencing only as of the live operation of the software, (ii) none of the work products or deliverables will violate any other person’s intellectual property rights, (iii) all of
the services will be performed in a professional manner, by competent personnel. These warranties will be based on the development specifications and on the acceptance testing procedures approved by Boomerang. 
  
 The responsibility of the Createch Group, for damages, including but not limited to
contractual, negligence, guarantee or infringement with the patents or authors rights will include the correction of configuration or bugs identified with any software developed by the Createch Group during the project. Software developed by The
Createch Group includes any interfaces, workflows, forms, reports and business functions modified by The Createch Group during the project, 
  
 Disclaimer of warranty 
  
 Except as expressly set forth herein, the Createch Group makes no warranties, either express or implied, with regard to any licensed program, including all implied
warranties of merchantability and fitness for a particular purpose, and The Createch Group shall have no obligations or liability for damages arising out of or in connection with, the delivery, use or performance of the licenses programs provided by
PeopleSoft or any other third party or any portion, thereof. The Createch Group’s liability, if any, for damages, including but not limited to liability arising out of contract, negligence, strict liability in tort, warranty, or patent or
copyright infringement, shall not exceed the fees paid by Boomerang to The Createch Group hereunder. 
  
 Termination rights 
  
 Boomerang
will have a right to terminate this letter and Project in the event of default by The Createch Group to perform its obligations which is not remedied within 10 days following written notice to that effect from Boomerang, or in the event of The
Createch Group’s bankruptcy or insolvency. Upon termination, all work products and deliverables, in their current state, will be delivered to Boomerang, 







 THE 
  
 CREATECH GROUP 
  
 Appendix B - Project schedule 
  

											
	 Tasks

	  	[January    (February    [March

	  	 [April

	  	May

	  	[June

	  	July


	 1. Define project
	  	 	  	 	  	 	  	 	  	 
	 2. Train project team
	  	 	  	 	  	 	  	 	  	 
						
	 Net change CNC
	  	 	  	 	  	 	  	 	  	 
	 Net change Foundation
	  	 	  	 	  	 	  	 	  	 
						
	 3. Model
	  	 	  	 	  	 	  	 	  	 
	 Technical installation
	  	 	  	 	  	 	  	 	  	 
	 Receive new equipment
	  	 	  	 	  	 	  	 	  	 
	 Install new infrastructure
	  	 	  	 	  	 	  	 	  	 
	 Install PS EnterpriseOne 8.10 and upgrade OW Xe
	  	 	  	 	  	 	  	 	  	 
	 Prototype (Unit lasts)
	  	 	  	 	  	 	  	 	  	 
	 Review test scripts
	  	 	  	 	  	 	  	 	  	 
	 Execute test scripts:
	  	 	  	 	  	 	  	 	  	 
	 Prototype review
	  	 	  	 	  	 	  	 	  	 
						
	 4. Configure
	  	 	  	 	  	 	  	 	  	 
	 Issue resolution
	  	 	  	 	  	 	  	 	  	 
	 Review integrated lest scripts
	  	 	  	 	  	 	  	 	  	 
	 Perform integration test
	  	 	  	 	  	 	  	 	  	 
	 Perform stress test
	  	 	  	 	  	 	  	 	  	 
	 Review documentation
	  	 	  	 	  	 	  	 	  	 
	 Prepare net change training
	  	 	  	 	  	 	  	 	  	 
	 Train users
	  	 	  	 	  	 	  	 	  	 
	 Retrofit reports, forms, modifications, interfaces
	  	 	  	 	  	 	  	 	  	 
	 Readiness assessment
	  	 	  	 	  	 	  	 	  	 
						
	 5. Go live
	  	 	  	 	  	 	  	 	  	 
	 Prepare
	  	 	  	 	  	 	  	 	  	 
	 Go live
	  	 	  	 	  	 	  	 	  	 
						
	 6. Support
	  	 	  	 	  	 	  	 	  	 








 • Appendix C - Project team structure