Exhibit
        10.05

      


      INNOVEST SYSTEMS,
        LLC

      ON-LINE
        SERVICES AGREEMENT

      


      
        	 	
                Client
                  Account
                  No

              


      


      This
        On-line
        Services Agreement
        (the
“Agreement”)
        is
        entered into as of June 1, 2005 (the “Effective
        Date”)
        by and
        between INNOVEST
        SYSTEMS, LLC,
        a New
        York limited liability company with its principal place of business at 74
        Trinity Place, Eighteenth Floor, New York, NY 10006 (“Provider”),
        and
PINNACLE
        TRUST CO., LTA,
        with
        its principal place of business at 4265 San Felipe, Suite 900, Houston, TX
        77027
        (“Client”).

      


      Now,
        Therefore, the
        parties agree as follows:

      


      1. Definitions.
        For
        purposes of this Agreement:

      


      1.1 “Applications”
        means
        the software applications set forth on Exhibit A or otherwise made available
        by
        Provider for use by Client under the terms of this Agreement.

      


      1.2 “Confidential
        Information”
        means
        any information, whether disclosed orally, in writing, electronically, visually
        or otherwise disclosed by one party (the “Disclosing
        Party”)
        to the
        other (the “Recipient”)
        in
        connection with this Agreement, including without limitation, the Applications,
        Documentation, User Information, User IDs, business plans, customers,
        technology, products and all other information relating to the provision
        of the
        Services or the Disclosing Party’s financial condition, operations, or business.


      


      1.3  “Client
        Page”
        means
        the page of the Provider Web Site through which Client shall access the
        Applications.

      


      1.4 “Documentation”
        means
        the published user manuals (whether in print or electronic form) that relate
        to
        the use of the Service or the Applications and that have been provided whether
        directly or through the Provider Web Site by Provider to Client hereunder.
        

      


      1.5 “Intellectual
        Property Rights” collectively
        means any and all worldwide rights, title and interest (including, all patent,
        patent registration, business processes, copyright, data right, trademark,
        trade
        name, service mark, service name, trade secret, know-how or other similar
        right
        arising or enforceable under U.S. law, foreign law, or international treaty
        regime) in any system, medium or content, including, without limitation,
        designs, masks, circuit boards, micro chips, microprocessors, architectures,
        prototypes, databases, text, graphics, photographs, print, pictures, software,
        CD-ROM, database tapes, source and object codes, microcode, or any other
        form of
        technology or embodiment thereof.

      


      1.6 “Named
        User”
        means an
        employee of Client who has been issued a User I.D. in accordance with Section
        3.3(a).

      


      1.7  “Service”
        shall
        mean the provision of the Web-based hosting of the Applications and User
        Information in accordance with the terms of this Agreement.

      


      1.8 “Provider
        Web Site”
        means
        the site on the World Wide Web (the “Web”)
        located
        at Universal Resource Locator https://secure5.innovestsystems.com/pinnacletrust
        through which Provider shall provide the Service to Client under the terms
        of
        this Agreement.

      


      1.9 “User
        Information”
        means
        personally identifiable data entered by and collected from Named Users while
        accessing the Applications and hosted by Provider or its Web Host. 

      


      1.10 “Web
        Host”
        means
        the third party provider who is in the business of providing web site hosting
        of
        Internet data centers and facilities to Provider with respect to the Provider
        Web Site. 

      


      2. Services.
        Provider
        shall provide the Service to Client through its Named Users. Provider through
        its Web Host shall host and provide access to the Client Page in substantially
        the same manner and to the same standards (e.g., up time and response time)
        as
        Provider through its Web Host hosts and provides access to the Provider Web
        Site. Client may elect to use an alternate private network (other than the
        Internet) to access the Client Web Page on the Provider Web Site. Any
        network-specific costs arising out of Client’s election to use any network
        (other than the Internet) shall be borne by Client. In such event, the parties
        shall discuss in good faith the method and manner in which such network
        connectivity shall be accomplished in accordance with a mutually agreed upon
        project plan. Client specifically acknowledges that certain aspects of the
        Service are provided or controlled by third parties. At times, actions or
        inactions caused by third parties can produce situations in which connections
        to
        the Service may be impaired or disrupted. Although Provider will use
        commercially reasonable efforts to take any actions that it deems appropriate
        to
        remedy and avoid such events in accordance with Section 10; however, Provider
        cannot guarantee that they will not occur. Provider shall be solely responsible
        for the selection of, on-going relationship with, and compensation due to
        the
        Web Host for the provision of the Services to Client. Any obligations performed
        by the Web Host shall be treated as performed by Provider for purposes of
        this
        Agreement. 

      


      
        
           

        

        
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      3. Deployment,
        Access, Use and Support of the Service. 

      


      3.1 Deployment
        of the Service.
        Provider
        shall use commercially reasonable efforts to undertake and perform the services
        reasonably necessary to deploy,
        set-up, or otherwise configure the
        Client Page of the Provider Web Site and the Applications to function and
        perform the Service for Client,
        as set
        forth
        in a mutually agreed upon project plan. Client agrees to cooperate with Provider
        in the performance of the Services and to provide Provider with all necessary
        files and other information and assistance required for Provider to render
        the
        Services. 

      


      3.2 Access
        to the Service. 

      


      (a) License
        to Access the Service.
        Provider
        hereby grants to Client a nonexclusive, non-sublicensable, non-transferable
        (except in accordance with Section 14.2), license to execute the
        Applications solely from the Client Page of the Provider Web Site solely
        for
        Client’s internal business purposes during the Term. Client, through its Named
        Users, may access the Service and execute the Applications only as permitted
        by
        this Agreement. Client acknowledges and agrees that any breach of this Agreement
        by a Named User or any other employee, agent or contractor of Client shall
        be
        deemed a breach of this Agreement by Client. Client shall make no attempt
        to,
        and shall not permit any Named User to make any attempt to: (a) download,
        reproduce, copy, alter, adapt, modify, improve, translate, create derivative
        works from, reverse engineer, disassemble, decompile or otherwise attempt
        to
        reveal the trade secrets or know how underlying the Applications and/or the
        Service; (b) interfere in any manner with the hosting of the Applications
        and/or
        the Service associated therewith; or (c) sublicense, resell, sublease or
        transfer any of Client’s rights under this Agreement or otherwise use the
        Service or Applications for the benefit of a third party or to develop a
        product
        that is similar to the Applications or to operate a service bureau. 

      


      (b) Necessary
        Equipment; Cooperation.
        Client
        shall be solely responsible, at its own expense, for acquiring, installing
        and
        maintaining all connectivity equipment, hardware, software and other equipment
        as may be necessary for it and its Named Users to connect to, access, and
        use
        the Client Page of the Provider Web Site and the Service, including, without
        limitation, the Minimum Configuration set forth in Exhibit A. 

      


      (c) ISP
        Connectivity.
        Client
        shall provide its own connection to the Internet through one or more Internet
        Service Providers’ of its choice, and Client shall be solely responsible for all
        telephone and other charges incurred by Client to obtain Internet connectivity
        to the Service. 

      


      (d) Compliance.
        Client
        agrees to comply with all laws, rules, regulations, orders, decrees, judgments
        and other governmental acts of the United States and any other state or country
        with jurisdiction over Client, or Client's activities (or those of its
        affiliates or Named Users) in the use of the Service and the performance
        of its
        obligations under this Agreement. 

      


      3.3 Use
        of the Service. 

      


      (a) Security.
        Each
        Named User will be assigned a unique Named User identification name and password
        for access to and use of the Service (“Named
        User ID”).
        A User
        ID allows the Named User to access the Applications and to enter, change
        or
        delete User Information. Client shall be responsible for ensuring the security
        and confidentiality of all Named User IDs. Client acknowledges that it will
        be
        fully responsible for all liabilities incurred through use of any Named User
        ID
        (whether lawful or unlawful) and that any transactions completed under a
        Named
        User ID will be deemed to have been lawfully completed by Client. Client
        shall
        initially access the Applications solely through the Named Users set forth
        on
Exhibit
        B.
        Client
        shall update Exhibit
        B
        in
        writing from time to time such that Exhibit
        B
        is
        current and accurate and reflects the users actually accessing the Applications
        through the Service. In no event will Provider be liable in any way for the
        foregoing obligations or the failure by Client to fulfill such obligations.
        Both
        parties acknowledge that all publicly available networks are inherently
        insecure. Provider will use commercially reasonable efforts to implement
        and
        deploy reasonable security features, procedures and technologies that will,
        in
        Provider’s reasonable judgement, provide sufficient protection to data hosted in
        connection with the Service from unauthorized access. 

      


      
        
           

        

        
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      (b) User
        Information.
        Client
        and its Named Users will be solely responsible for providing all User
        Information. Client grants to Provider all necessary licenses in and to any
        Intellectual Property Rights embodied in such User Information necessary
        for
        Provider to provide the Service for Client. Provider will use User Information
        only to the extent necessary to perform the Service under this Agreement,
        provide maintenance, administration, monitoring and capacity planning of
        the
        system, or to fulfill authorized requests from the Client. Client shall not,
        and
        shall not permit any Named User to, provide User Information that: (a) infringes
        or violates any intellectual property rights, publicity/privacy rights, law
        or
        regulation, or is defamatory; (b) contains any viruses or programming routines
        intended to damage, surreptitiously intercept or expropriate any system,
        data or
        personal information; or (c) is materially false or misleading. Provider
        may
        take remedial action if User Information violates this Section 3.3(b); provided,
        however, Provider is under no obligation to review User Information for accuracy
        or potential liability. 

      


      (c) Data
        Backup.
        Provider
        shall adhere to standard information services industry practices by maintaining
        back-up copies of Client’s User Information to allow for recovery in the event
        of loss, corruption or other similar event or circumstances that may occur
        in
        the process of performing the Services under this Agreement.

      


      (d) Data
        Retention.
        Subject
        to Section 9.3, Client agrees that Provider’s obligation to maintain any
        User Information obtained in the course of performance of the Service shall
        not
        extend beyond the later of any termination or non-renewal of this
        Agreement.

      


      3.4 Maintenance
        and Support of the Service.
        Provider
        will make available to Client as part of the Service, and at no additional
        charge, any upgrade or update to the Applications when Provider makes them
        generally available in the marketplace. In addition and at no additional
        charge,
        Provider will provide telephone and email technical support (at the levels
        set
        forth in Exhibit
        A)
        related
        to access to and use of the Applications during Provider’s normal business
        hours. For purposes of this Agreement, “Normal Business Hours” means the times
        set forth in Exhibit
        A.

      


      4. Training.
        Provider
        agrees to undertake and perform the training services set forth in Exhibit
        A
        (“Training
        Services”).
        

      


      5. Fees
        and Payment.
        In
        consideration of the rights and services provided to Client under this
        Agreement, Client shall pay Provider the fees set forth in Exhibit
        C
        (“Schedule of Fees and Terms of Payment”) when due. Provider reserves the right
        to suspend the Service and access to the Applications in the case any fees
        payable under Exhibit
        C
        are more
        than thirty (30) days overdue. 

      


      6. Confidentiality.
        The
        Recipient agrees that, at all times during the Term of this Agreement and
        after
        its termination, it shall keep in strict confidence and trust all Confidential
        Information created and/or developed by the Disclosing Party, and it will
        not,
        nor permit any other person or entity to, disclose, copy, reproduce, transmit
        or
        otherwise use the Disclosing Party’s Confidential Information, except as
        expressly authorized by this Agreement or the written consent of the Disclosing
        Party and to the extent necessary for performance of this Agreement. Each
        Recipient shall make all commercially reasonable efforts to maintain the
        confidentiality of the Disclosing Party’s Confidential Information and in no
        event shall the Recipient use a lesser standard of care than that which it
        uses
        to safeguard the confidentiality of its own confidential information. Each
        Recipient agrees that it will disclose Confidential Information only to those
        of
        its employees and contractors who need to know such information and who have
        previously agreed to be bound by the non-disclosure terms and conditions
        of this
        Agreement or a similar non-disclosure agreement. However, the Recipient bears
        no
        responsibility for safeguarding the Confidential Information of the Disclosing
        Party that Recipient can show is: (i) publicly available prior to disclosure;
        (ii) already in the Recipient’s possession and not subject to an obligation of
        confidentiality; (iii) obtained by the Recipient from a third party without
        restrictions on disclosure; or (iv) entirely independently developed by the
        Recipient without any reference to the Confidential Information of the
        Disclosing Party. The foregoing prohibition on disclosure of Confidential
        Information shall not apply to the extent certain Confidential Information
        is
        required to be disclosed by the Recipient by order of a court or as a matter
        of
        law, including, without limitation, any voluntary filing under the Securities
        Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
        provided that the Recipient uses reasonable efforts to provide the Disclosing
        Party with prior notice of such obligation to disclose and either reasonably
        assists in obtaining a protective order therefor or reasonably considers
        any
        requests for confidential treatment of such Confidential Information by the
        Disclosing Party.

      


      
        
           

        

        
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      7. Ownership.
        

      


      7.1 Client.
        Subject
        to the licenses granted herein, Client retains all worldwide right, title
        and
        interest in and to the Intellectual Property Rights embodied in the User
        Information and Client’s Confidential Information. 

      


      7.2 Provider.
        Subject
        to the limited license set forth in Section 3.2(a), Provider and its
        licensors retain all worldwide right, title and interest in and to all
        Intellectual Property Rights embodied in all software, materials and Provider
        Confidential Information made available to Client via the Internet or otherwise,
        in connection with the Service, including without limitation, the Applications
        (both object and source code), Documentation, and any and all improvements,
        derivative works, updates, and modifications thereto, whether or not made
        in
        conjunction with this Agreement. 

      


      8. Data
        Collection.
        Provider
        shall have the right to utilize data capture, syndication, and analysis tools,
        and other similar tools, to extract, compile, synthesize, and analyze any
        non-personally identifiable data or information resulting from Client’s use of
        the Service and Applications (“Blind
        Data”).
        To the
        extent that any Blind Data is collected by Provider, such Blind Data shall
        be
        solely owned by Provider and may be used by Provider for any lawful business
        purpose without a duty of accounting to Client, provided that the Blind Data
        is
        used only in an aggregated form, without specifically identifying the source
        of
        the Blind Data. 

      


      
        9.
          Term
          and Termination. 

      

      


      9.1 Term.
        Unless
        earlier terminated as provided below, this Agreement shall commence as of
        the
        Effective Date and remain in effect for a period of five (5) years (“Initial
        Term”).
        The
        Initial Term shall be automatically renewed for successive one (1) year periods
        (“Renewal
        Terms”),
        unless
        either party indicates its intention not to renew the Agreement prior to
        ninety
        (90) days prior to the end of the Initial Term or any Renewal Term, as the
        case
        may be. The Initial Term and any Renewal Term shall be collectively referred
        to
        as the “Term.”Upon
        renewal, the fees for the Service shall be adjusted as described in Exhibit
        C.

      


      9.2 Termination
        For Cause. This
        Agreement may be terminated at any time during the Term immediately by either
        party: (i) upon the breach by the other party of any of such other
        party’s
        obligations hereunder, which breach has not been cured within thirty (30)
        days
        after the breaching party has received written notice thereof; (ii) if
        all
        or a substantial portion of the assets of the other party are transferred
        to an
        assignee for the benefit of creditors, to a receiver or to a trustee in
        bankruptcy, a proceeding is commenced by or against the other party for relief
        under bankruptcy or similar laws and such proceeding is not dismissed within
        sixty (60) days, or the other party is adjudged bankrupt; or (iii) upon
        written notice if Client (a) fails to make the payments specified under Section
        5 when due for a second time in any calendar year or (b) violates the
        restrictions in Sections 3, 6 or 7. Upon any termination of this Agreement
        by
        Provider due to breach by Client, Client shall pay Provider 50% of the then
        remaining base fees due in the Initial Term or any applicable Renewal
        Term.

      


      9.3 Effect
        of Termination. Upon
        termination of this Agreement for any reason, any amounts owed to Provider
        under
        this Agreement before such termination will be immediately due and payable,
        all
        licenses granted herein shall immediately terminate, and each party shall
        return
        to the other, or purge from its electronic or other storage facilities or
        records, all property (including any Confidential Information) of the other
        party in its possession or control. Except as provided for in Exhibit D of
        the
        Agreement, Provider will promptly cease performing the Service and all Client
        and Named User access to the Service shall be immediately suspended. Provider
        will discontinue all use of the User Information and, subject to the terms
        of
        this Section 9.3, destroy all copies thereof in its possession. Client may
        request at any time and receive from Provider, within five (5) days of such
        request, a text file copy of all User Information (but not including
        Applications) in a CD-ROM or other format reasonably acceptable to Client
        and in
        an “as is and with all faults” condition. Provider shall be permitted to keep a
        backup copy of such User Information, which shall be destroyed upon confirmation
        of the receipt by Client of the CD-ROM or other format described in the
        preceding sentence and in any event one week after such CD-ROM is shipped
        to
        Client by Provider. Provider, at its sole discretion, may refuse any requests
        from Client to modify, edit or alter the User Information. The following
        Sections shall survive the termination or expiration of this Agreement: 1,
        6, 7,
        8, this 9.3, 10, 11, 12, 13 and 14 (to the extent applicable to such Sections).
        

      


      
        
           

        

        
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      10. Limited
        Warranty. Provider
        will use commercially reasonable efforts to perform the Service in a
        professional and workmanlike manner. The Applications shall perform
        substantially in accordance with their intended purpose as set forth in the
        Documentation. Notwithstanding the foregoing, Provider makes no representation
        as to the interoperability of the Applications or Service with any third
        parties’ systems. Under no circumstances will Provider be liable for any damage
        or loss resulting from a cause over which Provider does not have control,
        including, without limitation, failure of electronic or mechanical equipment
        or
        communications lines, telephone or other interconnect problems, general
        inoperability of the internet, unauthorized access, theft, operator error,
        severe weather, earthquakes, and strikes or other labor problems. Provider’s
        sole obligation, and Client’s exclusive remedy, for any failure, defect,
        inaccuracy or interruption in the Service, or breach by Provider of the limited
        warranty set forth in this Section 10, shall be that Provider will
        use
        commercially reasonable efforts to restore the Service and access to the
        Applications as soon as reasonably possible and/or to cure such breach. If
        in
        Provider’s sole judgment, restoring access and/or curing such breach is not
        commercially feasible, Provider may credit Client for Service Fees (as defined
        in Exhibit
        C)
        during
        the affected period of time, in proportion to the extent such Service was
        impaired, and may thereafter cancel this Agreement without further obligation
        or
        liability to Client. 

      


      11. Disclaimer.
        Except
        as expressly set forth in Section 10 or Exhibit
        D,
        the
        Applications, Documentation, Service, and all other data and materials made
        available via the internet or otherwise provided to Client in connection
        with
        this Agreement by Provider and its suppliers are provided “AS IS” and “AS
        AVAILABLE,” without representations or warranties of any kind. PROVIDER AND ITS
        SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW
        OR
        OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF QUIET
        ENJOYMENT, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE
        OF
        PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. PROVIDER DOES NOT WARRANT
        THAT
        THE SERVICES WILL BE PROVIDED ERROR-FREE, UNINTERRUPTED, SECURE, OR VIRUS-FREE.
        WITHOUT
        LIMITING THE FOREGOING, PROVIDER MAKES NO REPRESENTATION OR WARRANTIES OF
        ANY
        KIND WITH RESPECT TO THE THIRD PARTY COMPONENTS OF THE APPLICATIONS OR SERVICES.
        TO THE EXTENT PROVIDER MAY NOT AS A MATTER OF LAW DISCLAIM ANY WARRANTY,
        THE
        PARTIES AGREE THAT THE SCOPE AND DURATION OF ANY SUCH WARRANTY SHALL BE THE
        MINIMUM PERMITTED UNDER APPLICABLE LAW. Neither
        Provider, nor its third-party service or software providers, shall have any
        liability whatsoever for the accuracy, completeness, or timeliness of the
        User
        Information, or for any decision made or action taken by Client in reliance
        upon
        any User Information. The parties agree and acknowledge that Provider shall
        in
        no event be held responsible for any problems with the Service attributable
        to
        the public Internet infrastructure or Client’s ability to be connected to the
        Internet. 

      


      12. LIMITATION
        OF LIABILITY. 

      


      12.1 EXCEPT
        FOR LIABILITY DUE TO BREACH OF SECTION 6 OR LIABILITY UNDER SECTION 13,
        NEITHER PARTY (OR PROVIDER’S SUPPLIERS) WILL BE LIABLE FOR SPECIAL, INCIDENTAL,
        DIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS
        AGREEMENT INCLUDING, BUT NOT LIMITED TO, DAMAGES THAT RESULT FROM INTERRUPTED
        COMMUNICATIONS, LOST DATA, OR LOST PROFITS, OR DAMAGES THAT RESULT FROM
        INCONVENIENCE, DELAY OR LOSS OF USE OF ANY INFORMATION OR DATA OR OF THE
        APPLICATIONS OR SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY
        OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF
        ANY
        LIMITED REMEDY HEREIN. 

      


      
        
           

        

        
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      12.2 Except
        for liability due to claims arising from breach of Section 6, or liability
        under
        Section 13, neither party’s liability related to this Agreement shall
        exceed the amounts actually paid to Provider by Client in the twelve (12)
        month
        period immediately preceding liability hereunder. 

      


      12.3 Client
        acknowledges that Provider has set its prices and entered into this Agreement
        in
        reliance upon the limitations of liability and the disclaimers of warranties
        and
        limitations on damages set forth in this Agreement, and that the same form
        an
        essential basis on the bargain between parties. The parties agree that the
        limitations and exclusions of liability and disclaimers specified in this
        Agreement will survive and apply even if found to have failed of their essential
        purpose.

      


      
        13.
          Indemnity.
          

      

      


      13.1 By
        Provider. Subject
        to the provisions of Section 12.1, Provider shall defend, indemnify
        and
        hold harmless Client, its officers, directors, employees, agents and
        representatives against any losses, costs damages, liabilities and expenses
        (including, without limitation, reasonable attorneys’ fees) arising from third
        party claims that the Service (or Client’s use thereof) infringes any patent,
        copyright, trademark, trade secret or other proprietary right or right of
        confidentiality of any third party. Provider’s obligation shall not extend to a
        claim based on any alleged infringement arising from any: (a) third
        party
        component of the Service; (b) additions, changes or modifications
        to any
        Application by or on behalf of Client; (c) incorporation of the Service or
        any
        Application or any component thereof into any other product or process; or
        (d)
        use of the Service or any Application other than as permitted by this Agreement.
        Should the Service or any Application become, or in Provider’s opinion be likely
        to become, the subject of any such suit or action for infringement or if
        Client
        is enjoined from using the Service, Provider shall, at Provider’s option and
        expense, procure for Client the right to continue using the Service or component
        thereof, or replace or modify such Service or component thereof, so that
        it
        becomes non-infringing. If in Provider’s sole judgment, such procurement,
        replacement or modification is not commercially feasible; Provider may cancel
        this Agreement subject to damages caused to Client; such damages not to exceed
        the amounts actually paid to Provider by Client in the twelve (12) month
        period
        immediately preceding liability hereunder. This Section states Provider’s entire
        liability for infringement claims relating to the Service or any Application.
        This Section 13.1 states Provider’s sole liability and Client’s sole remedy
        for any infringement claims.

      


      13.2 
        By Client.
        Subject
        to the provisions of Section 12.1, Client shall defend, indemnify and hold
        harmless Provider, its officers, directors, employees, agents and
        representatives from and against any and all losses, costs, damages, liabilities
        or expenses (including, without limitation, reasonable attorney’s fees) incurred
        or arising from any claim by a third party arising out of: (i) breach of
        this
        Agreement by Client; and (ii) User Information.

      


      13.3 
        Procedure. The
        indemnifying party’s indemnification obligations under this Section are
        conditioned upon the indemnified party: (a) giving prompt notice of the claim
        to
        the indemnifying party; (b) granting sole control of the defense or settlement
        of the claim or action to the indemnifying party (except that the indemnified
        party’s prior written approval will be required for any settlement that
        reasonably can be expected to require a material affirmative obligation of
        or,
        result in any ongoing material liability to the indemnified party); and (c)
        providing reasonable cooperation to the indemnifying party and, at the
        indemnifying party’s request and expense, assistance in the defense or
        settlement of the claim. 

      


      
        14.
          GENERAL
          PROVISIONS.

      

      


      14.1 
        Independent Contractors.
        Provider
        shall perform the Services as an independent contractor, and nothing contained
        in this Agreement shall be construed to create or imply a partnership,
        principal-agent or employment relationship between the parties. Neither party
        shall take any action or permit any action to be taken on its behalf which
        purports to be done in the name of or on behalf of the other party and shall
        have no power or authority to bind the other party or to assume or create
        any
        obligation or responsibility, express or implied, on the other party’s behalf or
        in its name, nor shall such party represent to any one that it has such power
        or
        authority.

      


      
        
           

        

        
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      14.2  Assignment.
        Client
        shall not assign, delegate, or subcontract any portion of its rights, duties,
        or
        obligations under this Agreement without the prior written consent of Provider,
        which such consent shall not be unreasonably withheld, and any attempt to
        do so
        shall be void. Notwithstanding the preceding sentence, Client may assign
        its
        rights under this Agreement to its affiliate, with notice to, but without
        the
        prior consent of, Provider; provided that Client remains obligated under
        the
        terms of this Agreement. Client agrees that Provider may subcontract certain
        of
        the Services to be performed in connection with this Agreement; provided
        that
        any such subcontracting arrangement will not relieve Provider of any of its
        obligations hereunder. In addition, Provider may assign this Agreement,
        including its rights and duties hereunder. 

      


      14.3 
        Compliance With Laws. Client
        represents and warrants that it will comply with all applicable federal,
        state,
        and local laws and regulations, and communications common carrier tariffs,
        and
        use the Service solely for lawful purposes. Provider reserves the right to
        take
        all actions, including termination of the Service, which it believes necessary
        to comply with applicable laws, regulations, and tariffs. Provider agrees
        to
        provide service that is compliant with applicable State and Federal laws
        and
        regulations. 

      


      14.4 
        Entire Agreement; Waiver.
        The
        parties agree that the terms set forth in Exhibit
        D
        attached
        to this Agreement shall be in addition to, and if so specified in Exhibit
        D in
        lieu
        of, those terms set forth in this Agreement. This Agreement, Exhibits A,
        B, C,
        and D attached hereto, and any Deployment Plan related to this Agreement
        sets
        forth the entire understanding and agreement of the parties, and supersedes
        any
        and all prior or contemporaneous oral or written agreements or understandings
        between the parties, as to the subject matter of the Agreement. This Agreement
        may be amended, modified or changed only by a writing signed by both parties.
        The waiver of a breach of any provision of this Agreement will not operate
        or be
        interpreted as a waiver of any other or subsequent breach.

      


      14.5 
        Force Majeure.  If
        performance hereunder (other than payment) is interfered with by any condition
        beyond a party’s reasonable control, the affected party, upon giving prompt
        notice to the other party, shall be excused from such performance to the
        extent
        of such condition. Each party acknowledges that web site operations may be
        affected by numerous factors outside of a party’s control.

      


      14.6 Governing
        Law.
        This
        Agreement will for all purposes be solely and exclusively governed, construed
        and enforced in accordance with the laws of the State of New York (without
        regard to the conflicts of law provisions thereof other than Section 5-1401
        of
        New York's General Obligations Law). Both parties submit to personal
        jurisdiction in the federal and state courts located in New York County,
        State
        of New York, and further agree that any and all claims and controversies
        arising
        out of this Agreement that cannot be amicably resolved by the parties shall
        be
        brought solely and exclusively in a court in New York County, State of New
        York.


      


      14.7 No
        Implied Licenses. There
        are
        no implied licenses under this Agreement, and any rights not expressly granted
        hereunder are reserved. Neither party shall exceed the scope of the licenses
        granted hereunder. 

      


      14.8 Notice.
        Any
        notice under this Agreement will be in writing and delivered by personal
        delivery, overnight courier, confirmed facsimile, confirmed email, or certified
        or registered mail, return receipt requested, and will be deemed given upon
        personal delivery, one (1) day after deposit with an overnight courier, five
        (5)
        days after deposit in the mail, or upon confirmation of receipt of facsimile
        or
        email. Notices will be sent to a party at its address set forth on the first
        page of this Agreement or such other address as that party may specify in
        writing pursuant to this section.

      


      14.9 Severability.
        If
        any
        provision herein is held to be invalid or unenforceable for any reason, the
        remaining provisions will continue in full force without being impaired or
        invalidated in any way. The parties agree to replace any invalid provision
        with
        a valid provision that most closely approximates the intent and economic
        effect
        of the invalid provision. 

      


      [THIS
        SPACE INTENTIONALLY LEFT BLANK]


      
        
           

        

        
          -37-

          
            

          

        

        
           

        

      

      


      Authorized
        representatives of Client and Provider have read the foregoing and all documents
        incorporated therein and agree and accept such terms effective as of the
        date
        first above written.

      


      Client:

      


      Pinnacle
        Trust Co., LTA

      


      Signature:
        /s/
        LINDA HALCOMB         

      


      Print
        Name: Linda
        Halcomb                   
         

      


      Title:
        Director
        -
        Operations                  
           

      


      Date:
        May
        27,
        2005                               
          

      


      Provider:

      


      INNOVEST
        SYSTEMS, LLC

      


      Signature:
        /s/
        W.
        THOMAS                
         

      


      Print
        Name: W.
        Thomas                       
         

      


      Title:
        Chief
        Executive
        Officer                

      


      Date:
        May
        27,
        2005                               
         


      
        
           

        

        
          -38-

          
            

          

        

        
           

          
          

        

      


      EXHIBIT
        A

      APPLICATIONS

      


      SOFTWARE:

      


      InnoTrust
        Trust Accounting & Reporting System.

      


      


      DOCUMENTATION:

      


      InnoTrust
        User Manual

      


      


      MINIMUM
        CONFIGURATION:

      


      Microsoft
        Internet Explorer version 5.5 or higher and access to the public
        Internet.

      


      


      NORMAL
        BUSINESS HOURS:

      


      For
        purposes of this Agreement, “normal business hours” means Monday through Friday
        from 7:00 a.m. to 7:00 p.m., Eastern Standard Time, excluding holidays observed
        by the closing of the Federal Reserve Banks and Branches (as set forth on
        the
        -Federal Reserve Board’s Web Site at - http://www.ny.frb.org/welcome.html,
        as
        updated from time to time.

      


      


      TRAINING:

      


      1.
        3-day
        InnoTrust training session.

      2.
        3-day
        pre-production walkthrough

      3.
        Training, as reasonably required, specific to any particular application
        or
        service upgrade.

      


      


      TECHNICAL
        SUPPORT:

      


      Provider
        will provide a contact for requests for inquiries related to the Service
        (the
“Help Desk”.) During Normal Business Hours, the Help Desk will be accessible via
        a toll-free number and will be the primary means of support for systems and
        service related issues encountered by Client. Any calls received by the Help
        Desk during Normal Business Hours will be returned within 30 minutes of
        receiving such call. During hours other than Normal Business Hours, Provider
        will provide a pager number and/or a cellular phone number for Client’s use.
        Calls received during hours other than Normal Business Hours by the Help
        Desk
        will be returned within 2 hours of Provider’s receiving such call.



      
        
           

        

        
          -39-

          
            

          

        

        
           

        

      

      


      EXHIBIT
        B

      NAMED
        USERS

      


      To
        be
        determined.

      



      
        
           

        

        
          -40-

          
            

          

        

        
           

        

      


      EXHIBIT
        C

      


      SCHEDULE
        OF FEES AND TERMS OF PAYMENT

      


      Client
        agrees to pay to Provider the Base Fees and Asset Fees with respect to the
        Service, as follows:

      


      The
        total
        fee comprises a base service fee per annum (the “Base Fee”), plus a variable
        basis point fee (the “Asset Fee”) assessed on the dollar amount of assets under
        Client’s administration (the “Asset Base”). Client shall pay all sales and use
        or similar taxes.

      


      
        	 	
                §

              	
                The
                  Base Fee will be $6,250 per month.

              


      

      


      
        	 	
                §

              	
                The
                  Asset Fee will be waived
                  on
                  the first $ 1 billion of assets under administration. In the event
                  assets
                  held on the system exceed $1 billion in market value, 1 basis point
                  for
                  such assets in excess of $1
                  billion.

              


      

      


      The
        Base
        Fee and any Asset Fee are payable in 12 monthly installments, each installment
        equal to 1/12 of the then applicable fees as calculated per above, on the
        15th
        day of
        each calendar month, (or the succeeding business day if such 15th
        day
        falls on a weekend or holiday as observed by the closing of the Federal Wire
        Transfer System).

      


      For
        purposes of determining the Asset Fee, the Asset Base will be measured on
        the
        1st
        business
        day of each calendar quarter and the Asset Fee shall remain constant until
        the
        Asset Base is re-measured at the beginning of the following calendar
        quarter.

      


      In
        addition to the annual fee, Provider will charge a one-time implementation
        fee.
        Implementation expenses will be billed at $1,000 per day.

      


      
        	 	
                §

              	
                Provider
                  estimates the implementation fee will not exceed
                  $65,000.

              


      

      


      Provider
        will pass-through to Client the cost of obtaining securities pricing, corporate
        action announcements, the printing and mailing of customer statements, and
        other
        charges imposed by third party service vendors (e.g. tax reporting
        providers).


      
        
           

        

        
          -41-

          
            

          

        

        
           

        

      


      EXHIBIT
        D

      


      ADDITIONAL
        TERMS

      


      This
        Exhibit
        D sets
        forth those terms that are in addition to, and if so specified in this
Exhibit
        D
        in lieu
        of, the terms set forth in the body of this Agreement, as follows:

      


      A. Data
        Backup. Clients’
        User Information will be backed-up nightly to tape. Tape backups will be
        moved
        to a secure offsite storage facility one day after their creation. Tape backups
        will be kept on site for one day to provide for their immediate retrieval
        in
        order to effect recovery of Client User Information in the even of loss,
        corruption or other similar event or circumstances. Backups will be sent
        to no
        less than two offsite locales.

      


      B.
         Rights
        At Termination.
        In
        addition to the rights and obligations upon termination set forth in Section
        9.3, the parties agree that, in the event of termination or expiration of
        this
        Agreement for any reason, and upon the request of Client, Provider shall
        be
        obligated to cooperate with Client in effecting the orderly transfer of any
        User
        Information to a third party designated by Client (the “Termination
        Assistance”). Termination Assistance will be provided for ninety (90) days prior
        to and up to thirty (30) days after the date of expiration or termination
        at
        Provider’s standard consulting rates.

      


      C. Source
        Code Escrow. Provider
        and Client agree that, at Client’s request and expense, promptly after execution
        of this Agreement by the parties, Provider and Client shall enter into a
        source
        code escrow agreement (“Escrow Agreement”) with DSI Technology Escrow
        International (“Escrow Agent”) whereby Provider will promptly deposit the Source
        Code with Escrow Agent (“Source Code Deposit”). The Escrow Agreement shall
        provide that the Source Code Deposit shall be updated periodically during
        the
        term of the Agreement if and when Provider makes available to Client any
        updates
        or upgrades to the Applications. The Escrow Agreement shall provide that
        in the
        event that either (i) Provider ceases to do business involving the Service
        or
        the Applications in the ordinary course or (ii) Provider files a petition
        or is
        the subject of an involuntary petition under the U.S. Bankruptcy Act or any
        state insolvency law that is not dismissed within ninety (90) days of filing
        that in either case would result in the liquidation of Provider (i.e.: Chapter
        7
        or conversion to Chapter 7), Client may request in writing that Escrow Agent
        release the Source Code Deposit to Client. Client may only use the Source
        Code
        Deposit to generate and install executable code of the Applications on equipment
        under Client’s direct control and permit access to such Application (in
        executable code only) by the Named Users for the remainder of the Term of
        this
        Agreement in accordance with the terms and conditions of this Agreement.
        Upon
        execution, the Escrow Agreement shall remain in effect for a period co-terminus
        with this Agreement. For purposes of this Exhibit
        D,
        "Source
        Code" means (a) one (1) printed copy of a listing of the source language
        code
        (human-readable program instructions) for the then current version of the
        Applications; (ii) one (1) copy on magnetic medium of the source language
        code
        for the then current version of the Applications; and (iii) any readily
        available documentation (technical or otherwise) that would enable a reasonably
        skilled computer programmer or analyst of Client to maintain and support
        the
        then current version of the Applications without the aid of Provider.


      


      D. Service
        Level Agreement. 

      


      In
        lieu
        of the warranty set forth in Section 10, Provider and Client agree to the
        following service level agreement (“SLA”):

      


      
        	
                1.

              	
                Definitions.
                  The following definitions shall apply to this
                  SLA:

              


      

      
        	 	
                a)

              	
                “ASP
                  Equipment” means the hardware in the Direct Control of Provider that is
                  used to provide the Service via Provider’s Web
                  Site.

              


      

      
        	 	
                b)

              	
                “Direct
                  Control” means within the sole possession of a party, with attendant
                  rights to control or manage. 

              


      


      
        
           

        

        
          -42-

          
            

          

        

        
           

        

      

      


      
        	 	
                c)

              	
                “Normal
                  Business Hours” means the times set forth in Exhibit
                  A
                  to
                  the Agreement.

              


      

      
        	 	
                d)

              	
                “System”
                  means the ASP Equipment, Applications and Third-Party Components
                  within
                  the Direct Control of Provider.

              


      

      
        	 	
                e)

              	
                “Third-Party
                  Components” means the (i) third-party wireless communications and landline
                  communications technology, (ii) third-party equipment, software
                  and
                  services, and (iii) items within the public domain used by Provider
                  in
                  providing the Services.

              


      

      


      All
        other
        definitions used in this SLA shall have the meaning as set forth in the
        Agreement. 

      


      
        	
                2.

              	
                Routine
                  Maintenance.
                  Provider will use commercially reasonable efforts to ensure proper
                  backups
                  and maintain the System with a high level of quality and performance
                  consistent with industry standards and within the limits of the
                  technology
                  embodied in the System. Provider reserves the right to conduct
                  routine
                  backup, maintenance, software updates, equipment upgrades and other
                  activities at the times during a day that it deems appropriate
                  and
                  necessary without penalty. Provider will make every effort to schedule
                  regular maintenance and updates during times other than Normal
                  Business
                  Hours. Should the Provider find it necessary to make changes during
                  Normal
                  Business Hours, Provider will inform Client contact at least thirty
                  (30)
                  minutes before any necessary period of unavailability during Normal
                  Business Hours by telephone or email. When possible, Provider will
                  provide
                  alternative access to the Applications during Normal Business Hours
                  when
                  necessary actions require temporarily terminating availability
                  to the ASP
                  Equipment. Provider is not obligated to inform Client of a necessary
                  period of unavailability during work hours other than Normal Business
                  Hours. Provider reserves the right to restrict access during periods
                  of
                  routine backup, maintenance, and other activities outside Normal
                  Business
                  Hours.
                  Except in the event that an upgrade is necessary to correct a defect
                  in
                  the Applications, Provider shall provide Client no less than 48
                  hours
                  notice prior to effecting any upgrade to the Applications. Provider
                  will
                  provide detailed information and training if necessary on any material
                  changes to the Service.

              


      

      


      
        	
                3.

              	
                Defect
                  Notification and Correction.
                  In
                  such cases as Client discovers a defect in the Applications, Client
                  will
                  notify Provider via a call to the Help Desk. During Normal Business
                  Hours,
                  Provider will acknowledge receipt of such notification within 30
                  minutes.
                  During Hours other than Normal Working Hours, Provider will acknowledge
                  receipt of such defect notification within 2 hours. Upon receiving
                  such
                  notification, Provider will undertake to correct such defect, or
                  provide a
                  mutually agreeable workaround, within the same business day. In
                  such cases
                  as it is necessary to modify the Applications to correct a defect
                  in the
                  Applications, Except in the case Client agrees to waive such notice,
                  Provider shall provide no less than 3 hours notice prior to effecting
                  any
                  such upgrade.

              


      

      


      
        	
                4.

              	
                System
                  Availability Levels.
                  Provider will make the Applications available to Client through
                  the System
                  no less than 99.5% during Normal Business Hours, and no less than
                  95%
                  during work hours that are not Normal Business Hours (the “System
                  Availability Levels”). 

              


      

      
        	 	
                a)

              	
                In
                  the event that the Applications are not available to Client through
                  the
                  System, Provider will make commercially reasonable efforts to restore
                  access within the constraints of the situation under the following
                  procedure: In the event the Applications are not available to Client
                  through the Provider’s Web Site, Client will promptly contact Provider to
                  report the event. In response to a report of a loss of availability
                  event,
                  Provider will: (1) collect information from Client in order to
                  define the
                  event and begin an investigation into the cause, (2) utilize Provider
                  and
                  other resources as appropriate to investigate the cause, (3) report
                  results of its investigation to Client, and (4) take timely action
                  to
                  facilitate the correction of the event if the cause is within Direct
                  Control of Provider, or if the cause is outside the Direct Control
                  of
                  Provider, Provider will advise Client on a course of action within
                  the
                  parameters of the event, and when appropriate and feasible, will
                  assist
                  Client in affecting a resolution.

              


      

      
        	 	
                b)

              	
                In
                  the event of a telecommunications outage affecting access to the
                  System
                  during Normal Business Hours, Provider will report the outage to
                  the
                  designated Client contact on file. Provider will contact Client
                  within
                  thirty (30) minutes of discovering the outage or the required scheduling
                  of an event that will temporarily interrupt access or processing
                  by the
                  Named Users. An estimate of the approximate length of the interruption
                  will be communicated, if it is known. Communication will be attempted
                  first by email, and second by telephone. Provider is responsible
                  only for
                  making a commercially reasonable effort to communicate with Client’s
                  designated contact. 

              


      

      


      
        
           

        

        
          -43-

          
            

          

        

        
           

        

      

      
        	
                5.

              	
                Remedies.
                  Upon
                  Client’s request, Provider will provide a credit to Client if the System
                  Availability Level falls below the percentages indicated above
                  during a
                  calendar month; provided that Client properly reports the lack
                  of
                  availability during such calendar month to Provider in accordance
                  with its
                  standard reporting procedures. In such event, Client’s account will be
                  credited for the monetary equivalent of twice the unavailable time
                  period.
                  Client will have the right to terminate this Agreement with Provider
                  upon
                  thirty (30) days prior written notice in the event that the Service
                  Availability Levels are not met by Provider for three (3) consecutive
                  weeks, or more than six (6) times in a any six (6) calendar month
                  period. THE
                  FOREGOING REPRESENTS THE SOLE AND EXCLUSIVE REMEDIES TO CLIENT
                  AND SOLE
                  LIABILITY OF PROVIDER FOR FAILURE OF PROVIDER TO MEET THE SYSTEM
                  AVAILABILITY LEVELS SET FORTH ABOVE.


              


      

      


      
        	
                6.

              	
                Disclaimers.
                  Given the nature of the System, there are many factors outside
                  the Direct
                  Control of Provider that may affect the System Availability Levels,
                  including but not limited to failures or difficulties with Third-Party
                  Components employed by Provider outside its Direct Control, and
                  other
                  equipment or software of Client. Provider cannot and will not be
                  responsible for loss of User Information associated with the failure
                  of
                  the ASP Equipment, the Application or Third-Party Components employed
                  in
                  providing the Services. FURTHERMORE, PROVIDER DOES NOT AND CANNOT
                  WARRANT
                  THAT THE SYSTEM WILL OPERATE UNINTERRUPTED NOR THAT IT WILL BE
                  FREE FROM
                  MINOR DEFECTS OR ERRORS, WHICH DO NOT MATERIALLY AFFECT ITS PERFORMANCE,
                  NOR THAT THE APPLICATIONS CONTAINED IN THE SYSTEM ARE DESIGNED
                  TO MEET ALL
                  CLIENT'S BUSINESS REQUIREMENTS. PROVIDER WILL NOT BE LIABLE FOR
                  ANY
                  AMOUNT, REGARDLESS OF THE BASIS OF THE CLAIM, EXCEEDING THE PRICE
                  ACTUALLY
                  PAID BY CLIENT ATTRIBUTABLE TO THE SERVICES AT ISSUE. IN NO EVENT
                  WILL
                  PROVIDER BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE)
                  OR
                  OTHER LEGAL THEORY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE,
                  OR
                  CONSEQUENTIAL DAMAGES (INCLUDING LOST SAVINGS, LOST PROFIT, LOST
                  DATA OR
                  BUSINESS INTERRUPTION) EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY,
                  ARISING OUT OF OR PERTAINING TO THE SUBJECT MATTER OF THIS
                  SLA.

              


      

      


      
        
           

        

        
          -44-