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TERMS AND CONDITIONS 1. Supply of Quill Safety NET Service 1.1 Subject to these Conditions and in consideration of the payment by the Client to Quill of the Charges in accordance with Condition 2, Quill undertakes to the Client to provide the Service. 1.2 The Client agrees (and where Services are ordered online, this shall be implied by the clicking of the "Accept" icon at the end of these Conditions) to observe and perform and be bound by the obligations, restrictions and liabilities on the Client as set out in these Conditions. 2. Charges 2.1 The Client undertakes to pay the Charges to Quill monthly in advance by Direct Debit. 2.2 Quill shall have the right to increase the Charges from time to time by giving the Client at least three months' written notice, such increase not to take effect before the expiry of the first twelve months. 2.3 The Client covenants to pay the Charges to Quill without any set-off or deduction or any other form of withholding unless otherwise required by law. 2.4 The Client will pay interest to Quill in respect of the late payment of any sum due under the Contract (after as well as before judgment) at the rate of 4 per cent per annum above the base rate from time to time of The Royal Bank of Scotland plc (compounded monthly) from the due date therefor until payment. 3. The Software 3.1 Quill will install the Software on the Client's Equipment. If the Client does not provide Quill with adequate remote access to the Client's Equipment to enable Quill to install the Software remotely, Quill reserves the right to impose an additional charge (calculated at its normal rates) for attending at the Client's premises in order to install the Software. In addition, Quill will not be responsible for any delay caused by a requirement for on site installation. 3.2 The Client is granted a non-exclusive and non-transferable licence to use the Software subject to these Conditions solely for the purpose of receiving the benefit of the Service and for no other reason. 3.3 The Client shall not (and shall not permit any third party to) copy, modify, adapt, disassemble, decompile or reverse engineer the Software or otherwise discover the source code or underlying processes or algorithms of the Software (save solely for the purposes expressly permitted by and in accordance with section 296A(1) and section 50B(2) of the Copyright Designs and Patents Act 1988) and shall not make any attempt to do so, save to the extent permitted by law. 3.4 The Client acknowledges and agrees that Quill owns all Intellectual Property Rights in the Software and/or in relation to the Service. 4. The Client's Obligations 4.1 If on any day the Client does not receive an email from Quill to confirm that the previous day's Data has been received, restored and passed its Integrity Checks, it is the Client's responsibility to notify Quill. Quill cannot accept any responsibility for any Data if the Client fails to comply with this obligation. 4.2 The Client warrants that the Client shall comply with its obligations under the Data Protection Act 1998 in respect of the Data and that the Client has the right to transfer the Data to Quill for the purpose of the Contract. The Client agrees to indemnify and hold harmless Quill from any and all liability, loss, damages, claims or courses of action, including legal fees and costs, expenses, arising out of or related to the Client's breach (or with regard to the defence thereof, alleged breach) of this Condition 4.2 4.3 The Client warrants that the Data shall not: 4.3.1 infringe the Intellectual Property Rights of any third party or any rights of publicity or privacy; 4.3.2 violate any law, statute, ordinance or regulation; 4.3.3 contain any virus or other programming routine that may cause damage to any system or data; or 4.3.4 breach any contractual commitment to any third party. 4.4 The Client acknowledges and agrees that the Service is designed to complement, but not replace, the Client's own comprehensive backup regime. The Client is responsible for putting such a procedure in place and for obtaining insurance cover in respect of loss or corruption of the Data, including without limitation, financial loss resulting from such loss or corruption of the Data. 4.5 The Client acknowledges and agrees that the Client alone is responsible for: 4.5.1 supplying all storage media and ensuring that it is suitable for use in connection with the Service; 4.5.2 the adequacy, accuracy and security of all storage media and data; 4.5.3 the supply, operation, control and support of all resources not included within the Service; and 4.5.4 risk of loss of or damage to any such data, storage media, software, proprietary materials or other resources (whether at the Client's premises or in transit between the Client's premises and Quill's data backup centre). 4.6 The Client must maintain the confidentiality of all passwords used by the Client in connection with the Service and the Software. The Client is responsible for all use of such passwords, whether or not such use was actually or expressly authorised by the Client. The Client must immediately notify Quill of any unauthorised use of any password or any other known or suspected breach of security. 5. Warranty 5.1 Subject to the limitations on its liability set out in Condition 6, Quill warrants that it will perform the Service with reasonable care and skill. 5.2 The Client shall give notice to Quill as soon as it is reasonably able upon becoming aware of a breach of warranty. 5.3 Quill shall have no liability to remedy a breach of warranty where such breach arises as a result of the Client's failure to comply with any of its obligations set out in Condition 4. 5.4 Subject to the foregoing, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise, in respect of the Service and the Software are hereby excluded. Quill does not warrant that the Service will be uninterrupted or error-free. Quill cannot accept any liability for interruption to the availability or impairment of the performance of the Service if this is due to circumstances beyond Quill's direct control in particular interruption to the availability of the internet or the communications links that are provided to Quill or the Client by third parties. 5.5 The Client acknowledges and agrees that computer software and services including the Software and the Service are not error, fault or bug free or secure from persons wishing to misuse, tamper with, erase, alter or in other ways corrupt them and that the data, information and records they display, retrieve, collate, transfer, calculate or disseminate may be affected by such occurrences and the Client agrees that Quill shall have no liability to the Client for any such occurrences arising in respect of or in relation to the Software and/or the Service. 6. Liability 6.1 The following provisions set out Quill's entire liability (including any liability for the acts and omissions of its employees, agents and sub-contractors) to the Client in respect of: 6.1.1 any breach of its contractual obligations arising under the Contract; and 6.1.2 any mis-representation, mis-statement or tortious act or omission including negligence arising under or in connection with the Contract. 6.2 Any act or omission on the part of Quill or its employees, agents or sub-contractors falling within Condition 6.1 shall for the purposes of this Condition 6 be known as an "Event of Default". 6.3 Quill's liability to the Client for death or injury resulting from its own negligence or that of its employees, agents or sub-contractors shall not be limited. 6.4 Subject to Condition 6.3, Quill's entire liability in respect of all Events of Default shall be limited to damages of an amount equal to: 6.4.1 �500,000 in respect of damage or loss to the tangible property of the Client; and 6.4.2 in respect of any other damage or loss 125% of the Charges paid by the Client to Quill during the previous period of twelve months. 6.5 Subject to Condition 6.3, Quill shall not be liable to the Client in respect of any Event of Default for loss of profits, data, goodwill, turnover or any type of special indirect or consequential loss (including loss or damage suffered by the Client as a result of an action brought by a third party) even if such loss was reasonably foreseeable or Quill had been advised of the possibility of the Client incurring the same. 6.6 If a number of Events of Default give rise substantially to the same loss, then they shall be regarded as giving rise to only one claim under the Contract. 6.7 The Client hereby agrees to afford Quill not less than 90 days (following notification thereof by the Client) in which to remedy any Event of Default hereunder. 6.8 Except in the case of an Event of Default arising under Condition 6.3, Quill shall have no liability to the Client in respect of any Event of Default unless the Client shall have served notice of the same upon Quill within one month of the date it became aware of the consequences of the Event of Default or the date when it ought reasonably to have become so aware. 6.9 Nothing in this Condition shall confer any right or remedy upon the Client to which it would not otherwise be legally entitled. 6.10 Subject to Condition 6.3, Quill shall not be liable for any Event of Default which arises in whole or in part from the Client's failure to comply with any of its obligations set out in Condition 4 nor for any delays in meeting its obligations due to causes beyond its reasonable control. 6.11 The Client declares and acknowledges that it has considered the provisions of this Condition 6 in detail, including but without limitation the limitations on liability contained in Conditions 6.4, 6.5, 6.8 and 6.10, and considers them reasonable in the circumstances having taken into account among other factors the subject matter of the Contract, the willingness of Quill to remove some of the limitations on liability if the Charges were increased and having obtained or had the opportunity to obtain independent legal advice on the same. 7. Confidentiality 7.1 Each of the parties hereto undertakes to the other to keep confidential and secure all information (written or oral) concerning the business and affairs of the other and all knowledge of passwords and other safeguards they shall have obtained or received as a result of the discussions leading up to or the entering into or implementation of the Contract, save that which is: 7.1.1 trivial or obvious; 7.1.2 already in its possession; or 7.1.3 in the public domain other than as a result of a breach of this Condition 7. 7.2 Each of the parties undertakes with the other to take all steps as shall from time to time be necessary to ensure compliance with these provisions by its employees, agents and sub-contractors. 7.3 The Client agrees and acknowledges that the Service and the Software contain confidential information of Quill. 7.4 The Client undertakes to Quill that, during the term of the Contract and for the period of twelve months following the termination or expiry of the Contract, it will not directly or indirectly and whether for itself or for the benefit of any other person induce or endeavour to induce any officer or employee of Quill to leave his employment. 7.5 In the event that the Client breaches the provisions of Condition 7.4, the Client shall pay to Quill by way of liquidated damages 30% of the annual salary paid to any officer or employee of Quill who has ceased to work for Quill as a result of the solicitation or otherwise of the Client. The Client agrees that the provisions of this Condition 7.5 are without prejudice to the other rights and remedies that Quill may have for such breach and that this is a reasonable estimate of the damages which would be suffered by Quill if such a breach were to occur. 7.6 The provisions of this Condition 7 shall survive termination or expiry of the Contract. 8. Duration and Termination 8.1 The Contract shall come into force on the Commencement Date and continue until terminated in accordance with the provisions of this Condition 8 or otherwise in accordance with these Conditions. 8.2 The Contract may be terminated by either party at any time provided that at least one month's prior written notice has been given to the other party. 8.3 The Contract may be terminated forthwith by notice in writing to the Client by Quill if: 8.3.1 the Client fails by the due date therefor to pay any instalment of the Charges; 8.3.2 the Client commits any material breach of any term of the Contract which (in the case of a breach capable of remedy) the Client fails to remedy within 30 days of Quill giving the Client notice to do so; 8.3.3 at any time the Client sells or disposes in any way of the whole or any substantial part of its business or assets by one or a series of transactions or the Client merges with another business, company or limited liability partnership; 8.3.4 at any time the Client ceases to carry on its business. 8.3.5 an encumbrancer takes possession of or a receiver is appointed over any of the property or assets of the Client; 8.3.6 the Client (including any of the partners in the Client): (a) enters into any composition or arrangement with its creditors; (b) has a bankruptcy order made against it; (c) has been subject to an application for an interim order under sections 253 or 273 of the Insolvency Act 1986; (d) has a petition presented for an Administration Order under Part III of the Insolvent Partnerships Order 1994 (the "Order"); (e) has a petition presented for winding-up as an unregistered company under Parts IV or V of the Order; (f) has an interim receiver of its property appointed under section 286 of the Insolvency Act 1986; (g) is unable to pay its debts within the meaning of sections 2367 and 268 of the Insolvency Act 1986; (h) has a receiver or manager appointed over any of its assets; or 8.3.7 the Client's licence to use Quillennium terminates for any reason. 8.4 Any termination of the Contract pursuant to this Condition 8 shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination. 8.5 In the event of termination Quill will, if the Client so requests, return any Data in the possession of Quill to the Client. If Quill has not received the Client's request to return the Data within one month following the date of termination, then Quill reserves the right to destroy the Data. 8.6 The Client must delete all copies of the Software in the Client's possession or control within five days of the termination of the Contract. 9. General 9.1 The Client shall not assign, sub-license, transfer, charge, encumber, hold for the benefit of another person or otherwise deal with the whole or any part of the Contract or its rights or obligations under the Contract without the prior written consent of Quill. 9.2 Quill shall have the right to assign the Contract and delegate or assign its rights and obligations under the Contract in whole or in part. 9.3 No relaxation, forbearance or delay by either party in enforcing any of these Conditions shall prejudice, affect or restrict the rights and powers of that said party. Any waiver to be effective must be in writing. 9.4 These Conditions, the Schedules and the documents referred to in these Conditions including the Particulars constitute the entire agreement between the parties relating to the Service and supersedes any prior agreement between the parties relating to the same. The Client acknowledges that it has not entered into the Contract in reliance on any representation not contained in these Conditions and acknowledges that its only remedies against Quill are for breach of contract. Nothing in this Condition 9.4 shall exclude or limit Quill's liability to the Client in respect of any fraudulent misrepresentation or warranty fraudulently given and upon which the Client can prove it has placed reliance. 9.5 Any notice or other document to be given under the Contract shall be given in writing either in person or by sending the same by pre-paid post to the address of the relevant party set out in the Particulars or to such other address as such party may have notified to the other for such purposes. Any notice sent by post shall be deemed (in the absence of evidence of earlier receipt) to have been delivered 48 hours after dispatch or seven days (if sent or received overseas) and in proving the fact of dispatch it shall be sufficient to show that the envelope containing such notice was properly addressed, stamped and posted. 9.6 If due performance of the Contract by either party is prevented or hindered in whole or in part by reason of any event, omission, accident or other matter beyond the reasonable control of that party, then the affected party shall give prompt notice of this to the other party and shall be under no liability for any loss, damage or expense (whether special, direct, indirect or consequential) suffered as a result. The affected party shall use all reasonable efforts to avoid or overcome the causes affecting performance and shall fulfil all outstanding performance as soon as it becomes practicable to do so. 9.7 If any of the provisions of these Conditions should be invalid, illegal or unenforceable in any respect the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby unless the business purpose of the Contract is substantially frustrated thereby. 9.8 Each party in performing the Contract is acting as an independent contractor and not as an employee or agent of the other and neither party shall assume any obligation of any kind whether express or implied on behalf of the other party nor bind or commit the other party in any way. The Contract shall not create a partnership or joint venture as between the parties. 9.9 All of these Conditions which are either expressed to survive or which by implication are intended to survive termination or expiry of the Contract shall continue in force notwithstanding termination or expiry of the Contract. 9.10 The Contract shall be governed by and construed and interpreted in accordance with the laws of England and the parties hereby submit to the exclusive jurisdiction of the English Courts. 9.11 Notwithstanding anything to the contrary contained in these Conditions, the parties agree and intend that nothing in the Contract shall confer any rights or benefits on any third parties as against Quill. 9.12 Where the Client is more than one person, the liability of such persons under the Contract shall be joint and several. 9.13 Where there is any inconsistency or conflict between the Particulars and the Conditions the terms of the Particulars shall prevail. 10. Interpretation In these Conditions, the following words and expressions shall have the following meanings: "Charges" the charges notified by Quill to the Client, as increased in accordance with the provisions of Condition 2; "Client" means the person or persons who accept to be bound by these Conditions; "Client's Equipment" the equipment located at the Client's premises which Quill is suitable for use in connection with the Service; "Conditions" these terms and conditions; "Commencement Date" the date agreed between Quill and the Client for the commencement of the Service; "Contract" the contract comprising these Conditions and the Schedule; "Data" the data generated by the Client using Quillennium; Integrity Checks� checks at core data level to include restorable and readable checks and re-indexing of records (this shall not include application reporting such as balancing trial and tri balance or bank reconciliations); "Intellectual Property Rights" any and all copyrights, moral rights, related rights, patents, trade marks, trade names, service marks, design rights, database rights, domain name rights, rights in undisclosed or confidential information (such as know-how, trade secrets and inventions (whether patentable or not)), and other similar intellectual property rights (whether registered or not) and applications for any such rights as may exist anywhere in the world; "Particulars" the information regarding the Client's requirement for the provision of the Services; "Quill" Quill Computer Systems Limited (Company Number: 01348976) of Barclay House, 35 Whitworth Street, Manchester M1 5NG; "Quillennium" the Quill proprietary software product called Quillennium Interactive; "Service" the service described in the Schedule; "Software" the Quill proprietary software product called Quill Safety NET. 10.2 Any reference in these Conditions to any provision of a statute or statutory instrument shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. 10.3 The headings in these Conditions are for convenience only and shall not affect their interpretation. 10.4 Any reference to the masculine gender includes the feminine and neuter gender and vice versa. 10.5 Any reference in these Conditions to a Condition is to one of these Conditions. 10.6 References to persons in these Conditions can include companies, associations, partnerships and all other legal entities or groups of legal entities. 10.7 References to a document being in the agreed terms means in the form of a draft agreed between the parties. SCHEDULE The Service 1. Each night the Data is backed up, encrypted and uploaded from the Client's server to Quill�s data centre , where it is decrypted and restored. 2. Quill will then validate the integrity of the Data and send an email to an email address specified by the Client to confirm that the Data has been received and the Integrity Checks have been passed and containing a link to enable the Client to access automatically generated statistics using the Data (see below). 3. If the Data is not received by Quill on any working day and does not restore and pass the Integrity Checks then Quill will send an email to an email address specified by the Client. 4. The Data will be used to automatically generate statistics including: 4.1 Fee earner budget against actual profit costs and or time costed; 4.2 Key SAR client and matter information; 4.3 Time and Billed statistics; 4.4 Fee Earners' top clients and task reminders; 4.5 Matter, time and billed statistics for month and year to date. 5. The statistics relating to the Data are stored by Quill for one day and are then overwritten by the next day's updated statistics. 6. Quill will retain each day's Data for 7 days and will also retain 7 previous weekly backups. 7. For the avoidance of doubt, Quill does not offer to restore the Data in the event of a data loss by the Client. However, Quill will at the Client's request transmit the latest backup held by Quill to the Client. The Cost 1. Monthly cost �20.00 + VAT (per single GDB) 2. Single Login Free of Charge 3. Additional Login �2.50 each + VAT 26794 Terms Conditions 16.8.07

BEFORE YOU CLICK ON THE "ACCEPT" BUTTON BELOW CAREFULLY READ THE TERMS AND CONDITIONS. BY CLICKING ON THE "ACCEPT" BUTTON AND COMPLETING THE FOLLOWING FORM, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING THE CLIENT PURSUANT TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS CLICK THE "DO NOT ACCEPT" BUTTON.