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Home My WebLink About03-1826WILSON, ELSER, MOSKOWITZ, EDELMAN & DICKER LLP By: Kevin T. Kavanagh, Esquire Attorney I.D. No. 45442 Attorney for plaintiff, The Curtis Center, Suite 1130 East United Asset Coverage, Inc. Philadelphia, PA 19106 (215) 627-6900 UNITED ASSET COVERAGE, INC., a Delaware corporation, Plaintiff Vo BALANCED CARE CORPORATION, a Delaware Corporation, Defendant COURT OF COMMON PLEAS CUMBERLAND COUNTY, PA CIVIL ACTION- LAW JURY TRIAL DEMANDED NOTICE NOTICE You have been sued in courL If you wish to defend against the dairns set forth in the following pages, you must take action within (20) days after this complaint end notice are served, by entering a wrilten appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so, the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relie~ requested by the plaintiff. You may Lose money or pmpe~ or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. LAWYER REFERENCE SERVICE AND INFORMATION SERVICE Cumberland County, Pa. 32 South Bedford St. Carlisle, PA. 17013 1-717-249-3166 AVISO Le hen demandado a usted en la corte. Si usted quiere defenderse de estas demendas expuest~ en las p~ginas siguientes, usted lJene viente (20) dias de plazo al parlir de la fecfla'de la demanda y la notion. Hace falta asentar una comparaesenda escrlta o en persona o .con un abogado y entragar a la code en forma escrlte sus defensas o sus objedJones a las demandas en contra de su persona. Sea avisado que si usted no se fa~nde, la corte tomar~ medidas y puede contJnuar la demanda en contra suya sin previo aviso o nolificad~. Adem~s, la code puede decidir a favor del demendante y requiem que ustad cumpla con todas las provisioues de esta demanda. Ustad puede perda:dinem o sus propledades u otros demchos importantes para usted. LLEVE ESTA DEMANDA A UN ABOGADO IMMEDIATAMENTE. SI NO TIENE ABOGADO O SI NO TIENE EL DINERO SUFIClENTE DE PAGAR TAL SERVICIO, VAYA EN PERSONA O LLAME POR TELI-'FONO A LA OFICINA CUYA DIRECCl0N SE ENCUENTRA ESCRITA ABA JO PARA AVERIGUARDOOE SE PUEDE CONSEGUIR ASISTENCIA LEGAL. ASOCIACION DE LICENClADOS DE FILADELFIA SERVICIO DE REFERENClA E INFORMAClON LEGAL Cumberland County, Pa. 32 South Bedford St. Carlisle, PA. 17013 1-717-249-3166 91343.1 WILSON,.ELSER, MOSKOWITZ, EDELMAN & DICKER LLP THE CURTIS CENTER · SUITE 1130 EAST · INDEPENDENCE SQUARE WEST ° PHILADELPHIA. PA 19106 PHONE: (215) 627-6900 · FAX: (215) 627-2665 WILSON, ELSER, MOSKOWITZ, EDELMAN & DICKER LLP By: Kevin T. Kavanagh, Esquire Attorney I.D. No. 45442 Attorney for Plaintiff, The Curtis Center, Suite 1130 East United Asset Coverage, Inc. Philadelphia, PA 19106 (215) a27-a900 UNITED ASSET COVERAGE, INC., a Delaware corporation, Plaintiff V. BALANCED CARE CORPORATION, a Delaware Corporation, Defendant COURT OF COMMON PLEAS CUMBERLAND COUNTY, PA CIVIL ACTION- LAW JURY TRIAL DEMANDED COMPLAINT NOW COMES the Plaintiff, UNITED ASSET COVERAGE, INC. ("UAC"), a Delaware corporation, by and through its attorneys, the law firm of Wilson, Elser, Moskowitz, Edelman & Dicker LLP, and for its Complaint at Law against the Defendant, BALANCED CARE CORPORATION ("BCC"), a Delaware corporation, alleges as follows: 1. Plaintiff, UAC, is a Delaware 215 Shuman Boulevard, Naperville, Illinois. corporation whose principal place of business is 2. Defendant, BCC, is a Delaware corporation whose principal place of business is 1215 Manor Drive, Mechanicsburg, Pennsylvania. 3. On or about June 1999, UAC and BCC entered into a Master Services Agreement ("MSA") wherein UAC was to provide maintenance coverage on certain telecommunications equipment managed, owned and/or operated by BCC at numerous locations throughout the United States. The MSA was effective as of May 31, 1999. (A copy of the MSA is attached hereto as Exhibit A.) 89595.1 WILSON, ELSER, MOSKOWITZ, EDELMAN & DICKER LLP THE CURTIS CENTER · SUITE 1130 EAST · INDEPENDENCE SQUARE WEST · PHILADELPHIA, PA 19106 PHONE: (215) 627-6900 · FAX: (215) 627-2665 4. Section A-1.2 of the MSA states, in relevant part, as follows: The initial term of this Agreement is for a period of one (1) year and two months (14 months) from the Effective Date (the "Initial Service Term"). This Agreement shall automatically renew for successive terms of one (1) year (each, a "Renewal Service Term") at the end of the Initial Service Term or any Renewal Service Term unless terminated by either party upon at least sixty (60) days written notice prior to the expiration date of the Initial Service Term or the then current Renewal Service Term, as the case may be. 5. The Initial Service Term was from May 31, 1999 through May 31, 2000. 6. No terminations were effectuated by either party, and the MSA automatically renewed for one-year terms beginning June 1, 2000 and June 1, 2001. 7. On or about June 27, 2001, after the Renewal Service Term for the period of June 1, 2001 through June 1, 2002 had automatically renewed, BCC notified UAC that effective immediately, BCC was terminating the MSA, and that maintenance coverage at approximately 45 locations, would be canceled. 8. Based upon the termination notice requirement (Section A-1.2) contained in the MSA, BCC's termination of the MSA and cancellation of maintenance coverage did not become effective until May 31, 2002 when the current Renewal Service Term expired, and BCC was obligated to pay the contractually fixed fees pursuant to the MSA until May 31, 2002. 9. Additionally, on or about August 4, 2000, the parties entered into a second MSA wherein UAC was to provide maintenance coverage on certain telecommun/cations equipment managed, owned and/or operated by BCC at numerous locations throughout the United States. Depending on the location, the second MSA was effective as of March 31,2001, April 30, 2001, May 31,2001, June 30, 2001, July 31, 2001, and September 30, 2001. (A copy of the second MSA is included as part of Exhibit A.) -2- 89595.1 WILSON, ELSER, MOSKOWITZ, EDELMAN & DICKER LLP THE CURTIS CENTER · SUITE 1130 EAST · INDEPENDENCE SQUARE WEST · PHILADELPHIA, PA 19106 PHONE: (215) 627-6900 · FAX: (215) 627-2665 10. Section 3.4 of the second MSA states, in relevant part, as follows: The initial term for each piece of Equipment listed in Exhibit A is for a period of one year from the Effective Date for such piece of equipment (the "Initial Service Term"). Each piece of Equipment shall automatically renew, at the rates stipulated by UAC at least 90 days prior to the end of the Initial Service Term or any Renewal Service Term, for successive terms of one year each (a "Renewal Service Term") at the end of~he Initial Service Term or any Renewal Service Term unless terminated by either party upon at least sixty (60) days written notice prior to the expiration date of the Initial Service Term or the then current Renewal Service Term, as the case may be. 11. The Initial Service Term for the locations referenced in the second MSA, and as properly modified by the relevant Exhibit A, varied between 20 and 26 months. 12. No terminations were effectuated by either party, and the Initial Service Terms for the majority of the locations referenced in the second MSA began prior to June 27, 2001. 13. On or about June 27, 2001, after the Initial Service Terms began for the majority of the locations referenced in the second MSA, BCC notified UAC that effective immediately, BCC was terminating the MSA, and that maintenance coverage at approximately 45 locations would be canceled. 14. Based upon the termination notice requirement (Section 3.4) contained in the second MSA, BCC's termination of the second MSA and cancellation of maintenance coverage did not become effective until 2003, when the Initial Service Terms for the locations referenced in the second MSA expired, and BCC was obligated to pay the contractually fixed fees pursuant to the second MSA until the date of expiration. 15. The services required to be provided by UAC under the MSA's have been fully performed by UAC without any complaint from BCC. 16. UAC had intended and had been ready and willing to meet is obligations and duties under both MSA's for all the BCC locations. -3- 89595.1 WILSON, ELSER, MOSKOWITZ, EDELMAN & DICKER LLP THE CURTIS CENTER · SUITE 1130 EAST · INDEPENDENCE SQUARE WEST · PHILADELPHIA, PA 19106 PHONE: (215) 627-6900 · FAX: (215) 627-2665 17. Had BCC abided by the terms of the MSA's, BCC would have been obligated to pay UAC the sum of $386,124.85. This sum represents the amount of contractually fixed fees payable to UAC by BCC had BCC not wrongfully terminated the MSA's. 18. To date, despite repeated requests fi.om UAC, BCC has failed to pay UAC the contractually fixed fees for canceled locations, and, as a result, there is an unpaid balance presently due and owing to UAC in the sum of $386,124.85. 19. BCC has breached the MSA's entered into with UAC by failing to pay the amount due and owing, and continues to unreasonably and vexatiously withhold payment, entitling UAC to the recovery of statutory prejudgment interest. 20. As a direct and proximate result of the breach by BCC, UAC has been damaged in the amount of $3 86,124.85 plus interest, costs, and attorneys' fees. WHEREFORE, Plaintiff, United Asset Coverage, Inc., respectfully requests this Court to enter judgment against Defendant, Balanced Care Corporation, in the amount of $386,124.85 plus interest, costs, attorneys' fees and any other relief this Court deems equitable. PLAINTIFF DEMANDS TRIAL BY JURY. Respectfully submitted, WILSON, ELSER, MOSKO3t~ITZ, EDEL~& DICKER By: ~T~' ~~ At tl~t o'~mom e y fKoar ;~na~ngt~,fE s quire I - United Asset Coverage, Inc. LLP -4- 89595.] WILSON, ELSER, MOSKOWITZ, EDELMAN & DICKER LLP THE CURTIS CENTER · SUITE 1130 EAST. INDEPENDENCE SQUARE WEST. PHILADELPHIA, PA 19106 PHONE: (215) 627-6900 · FAX: (215) 627-2665 Master Servic~ Agreement between United Asset Coverage, Inc. and Balanced Care Corporation THIS AGREEMENT, tl~ p~des be~o ine~ding llult it be a legally binding ~t ~ ~ ~ upon tl~ mutual prami~ ~ ~or~ntafiom made he~in, i~ m~:red into of Ibc Execution Daze .~ fo~h above and is by and be~v~n the ~ identified above ('),ou') an~ United ~ Coverage, Inc. ('UA.C"). The information and defined tanm set forth above, togeO~er ~h ~ lame and pmvisio~ on any ~ all Ey, hJbiu and ~cbedules ~:fetenced hen:in (collectively, the '^g;~ement') are binding and enforceable and me incocporaa:d herein u t~ongh ~'t Ra'th in full. SECTION I, DEFINITIONS 1.1 "Authorl..z~ S~t~,ice l~ovide~ mesas ~ ~ pm~ in yo~ ~i~ ~ ~ a~ fi~ ti~ m ~e ~ UAC to ~ovi~ ~ S~ ~ ~lfofUAC. "~faul~ ~ ~e ~g ~i~ Io it in ~on 5.1 1.3 '~ ~ A~t" m~. ~ ~ ~ ~b Site. ~e ~ ~ ~i~at~ on ~ ~. ~ ~l~i~c agmt ofUAC ~ ~ Site to for ~i~ ~ ~e ~p~t o. ~fofUAC. 1.4 'Eff~ ~' m~ ~e ~ ~ fo~ ~, ~ ~1 ~ ~e f~ ~e UAC 1.5 '~.ip~t' ~ ~e ~u~t ~ot ~ ~ ~ ~ibit A to ~t ~ ~ UAC ~ll ~ ~ ~. 1.7 '~ ~ ~ ~b ~ S~ A~ 1.8 '~' ~ ~ ~ ~ ~1~ ~t ~ f~ ~ ~bit A I~ ~' ~ ~ 1~o~.) s~if~ ~ or on ~h A to ~ ~ ~e UAC b ~ ~Mg ~ ~ UAC ~ ~ ~ ot mo~ of ~ ~i~ ~fi~ ~1~, ~j~ m ~ ~ ~ S~l~ ~i~~ S~ON ~. C~; C~GE O~; T~ 3.1 ~ T~ ~t T~ ~ ~ic Y~ ~ ~ ~ m UAC f~ 3~ T~ Y~ m~ ~ UAC ~ ~.~ ~ ~ ~ ~,~ 8~N 4. N~ ~ ~y ~i~ or ~ to ~ ~ ~mmt ~ my ~ ot ~ ~ ~ ~ ~ of~ o~ ~, ~ ~ ~1 not S~ON 5. B~CH ~D D~A~T 5.1 ~ If~ ~ ~ils to ~ ~ ~ ~ or ~ of~ · e ~ ~y gi~ ~ n~ of~ ~1~. I~ ~ f~ (15) ~ ~ ~ ~ ~ ~11 ~ in ~k ~). N~8 ~ f~o~ your ~ of~y ~t ~li~ ~ ~ ~ ~ ~t is d~ ~ ~ ~i~ of ~ ~ 5~ ~ a ~fault ~ ~u~ ~ n~ to ~ ~ ~ UAC. Equipment ot para and to verify the appropriaW, ness or necessity of Services rendered on any Equipment. UAC s~.ll have no obligation to provide ot pay for services net covered I~, this Agn:em~nt or for uru'tecessa~ or falsely reconled Services. and Ibc existence of any plan ot sc. hea~ designed to cause UAC to do so shall constitute a Default under' this ~t for which UAC may exercise and prosecute any and all remedies available to it under this Agreement or by law. 5.3 R~"nedies. Upon the Default of elthet party, the other patly may exercise the specific remedies set forth in ~dsibit A ar~ched hereto glaring to the Sentices. 5.4 Limitations on Time for Instituting Litigation. Any claim for damages er other remedy arising from this Agreement must be brought tu the attention of the other party in switing within sixty (60) days of the event givi~_g rise to an action, and any lagal action trLsing fi'om this .~t must be commenct:d within one {1) year after the cause of action SECTION 6. LIMITATION OF LIABILITY UNDER NO CI~-CLIMSTANCF.~ WILL UAC OR IT,5 EMPLOYFaE~. AGENTS, VENDORS OR SUBCONTRACTORS BE LLA~LE FOR LOSSES OR DAMAGES RESULTINO FROM: (I) FAILURES OR DEFECTS IN THE EQUIPMENT. (INCLUDING SOFINVARE) CAUSF. D, DIICECTLY OR INDIR.ECI1.Y, BY YOUR OR ANY THIRD PARTY~ ACTION,5 OR INACTIONS INCLUDIN(L' BUT NOT LDdlTED TO, ACCIDENT, ABUSE, MODIFICATION, ALTERATION, LACK OF ILECOMMENDED MAINTENANCE, NORMAL WEAR AND TEAR, MISUSE, USE OF PARTS OR COMI~ONENT$ OTHER THAN THOSE OF THE ORIGINAL MANUFACTURER OR USE FOR P~ES. NOT REASONABLY INTENDED; FAILURES OR DEFECTS CAUSED BY ADVERSE ENVIR.ONMEI'4TAL CONDITIONS (INCLUDXNG, BUT NOT LIMITED TO, POWER SURGES AND POWER FAILLfR.ES) OR RESULTING FROM OTHER FACTORS, ACTIONS OR EVENTS OUTSIDE OF UAC'S REASONABLE CONTROL; (3) ANY PARTS OR EQUIPMENT 0NCLUDING SOFTWARE) THAT ARE LO$1', STOLEN OR. DA1VLAGED WHETHER BY NEGLIGENCE, Fi~ CASUALTIES, ACTS OF GOD OR OTHER CAUSES OTHER THAN ORDINARY USE; (4) ANY REPAIRS, MAINTENANCE, MODIFICATIONS, ADDITION$ TO. OR R.F..ARRANG~, RELOCATIONS OR REMOVAL OF EQUIPMElqT ~ THAN THOSE PER.fOR/tiED BY UAC OR ANY AUTHORr/~ $ERYICE PROVIDER UNDER THIS AGREEMENT; (5) ANY LIABILITY FOR TOLL FRAUD OR FOR ANY ABUSE OR M~USE OF THE EQUIPMENT, TRANSMISSION SERVICES OR DATABASES CONNECTED WITH SUCH TOLL FRAUD; (6) ANY DELAY OR FAILURE IN PERFORMANCE OF ANY PART OF TH~ AOKEEMENT THAT I$ CAUSED BY FIRE, FLOOD, EXPLOSION, WAIL STRIKE, E/d~ARC.~, COVERNblI~fT REQUIREMENT, CIVIL OR bflI.ITARY AUTHOKITY, ACT OF OOO, INABILITY TO OBTAIN RAW MATERIAl3 OR ,SLIPPLY OF MATER/ALS, ACTS OR OMISSIONS OF CAKRIEIL$ OR OTHER. ~ CAUSES BEYOND ITS CONTROL; AND (7) ANY COMMERCIAL LOSS OF ANY KIND 0NCLUDINO LOSS OF BUSINESS OR PROFIT8 OR. ANY INDIRECT, SPECIAL, INCIDENTAL, EX~dPt. ARY, PUNITIVE OR CONSEQUENTIAL DAMA6ES) SUSTAINED OR INCURRED IN CONNECTION WITH ~ANCE OR REI~A/R WORK HEREUNDER, INCLUDING BUT NOT LIMITED TO LOSS OF USE OR LOST PROFITS OR CHAROE~ FOR TOLL FRAUD (AND RECtARDLESS OF WHETHER UAC UNDERTAKES TO ,s=SSIST IN DETECTION OR PREVERTION OF THE FRAUD), WHETHER IN CONTRACT, TORT INCLUD[NO NF..OLIOENCE, STRICT LIABILITY OR OTHERWISE, AND WI-IETNE~ OR NOT SUCH DAMAOES WEIU~ FORESEEN OR FORESEEABLE. UAC WILL NOT BE RESPONSIBLE FOR THE REPAIR OR REPLACEMENT OF PARTS OR EQUIPMENT 0NCLUDINO SOFTWAREL OR FOR LABOR, CAUSED BY ANY OF SUCH R.EA$ONS. IN NO EVENT SHALL UAC BE LIABLE FOR LC~$E$ OR DAMAGES FOR AN AMOUNT IN EXCESS OF ANY CHAROES COLLEc-t e.~u HEREUNDER. SECTION 7. INDEMNIFICATION. Bo~h parties agree to release, indemnify, defend and hold the othot party and ils officers, employees and ngn-as hannkas fi'om and against all ¢laima, damages or losses ot'whatovot namr~ that at'i.se out of or in ~on with this Agreement or the use of, ot the inability to usa, or tt~ imem~pticn~ o~ failure to maintain the Equipment excluded from UAC's respo~ibility pursuant to Section 6. Thc defending party shnll pay all cosls, including attorney's fee~, and damagea flowing from any such claims. Either party shall noti~ othe~ within thirty (30) days of n:x:zil:~t or dLs¢ovcty of any such claim. Both patlie~ he~ [;~nt the right to defend (with counf~l n:asonably st:ceptable to the ottm- pan'y) any mit basocl upon such claim, and either party ahall be available tot a rensoa~le amount of time to cooperaze and a.saist in the defeme o f the suit. SECTION {. MISCELLANT~S. S.I C.~pimlized Temps. · ' Any c~ku,mlized tram u~d in any Kv. hibttm at~ched hcrem and ~ o~c~ dcfir~d ~m¢in shall haw t~ meaning tsc~ibed to {hem in this 8.2 Sub~uactin& UAC may subeontra~ any or all otr tho Scrvicc~ to be I~d'onned by it und~ thc to,ms and conditions of ~his A~emont but wi]! retain mSlXX~ibility for the thc EquipmonZAC and its aScnt~ dia{l have, mi all ma~mabl¢ tim~, access to thc Site and/or co~ hereby so that U.4.C and tim a~,.-n~ can i~t. fm-m thc Se~,icc~ to 5c {~ovidcd hen:under. 8.4 Idonlification or' Authorized Scrvicc Providc~. UAC shall pmvid~ to you a IL~ of Authoriz~ Sc~vic~ Pmvklers w~h respect m each Site covered by this Asrmmcn~, and shall periodically update ~s fist. UAe rc~rv~ thc right to add or remov~ any Authorized Service Pr°vier ~om thc I~ at any time, and in such event, shall notiP/you of ony ~ changes. $uc~ uotice rm~y be delivcred pc~omlly, by facsimile, mail, ovemiSht court, or via thc UAC ~e Web s~te. ~.$ ,~ncndmc~t~. No amondme~ revision o~ modiflc~on of ~ A~rccment shall be effecti~ unles~ it rcf~s to this Agrcemc~ and is in w~tin& si~ned by rclm~,m~v~ ofbo~ pani~. 8.~ A,~i~nmont of Wammtics. You hcrc~, assign to UAe aw/rishts or rumcd~ av~able to yo~ Ixw~uant to any vmrranties cover~g ~be F.,quipm~ made by ~he S.7 Scvcrability and $ubstltu~on. If any ix~on of this Agreemant is held invalkl, V~mies ~ u~t m~ im,~Jidiiy ~ not affect ~he validity of u'~ remaining p~Jo~ of IBLs A~t, and the pm'des fu,imr a&me to substitute for thc in',~lid provision a valid provision that most closely approximates lh~ economic efl'ec~ and intent of the invalid p~isinn. 8,8 Successo~ and A.~signs. The lento and i~ovisions of ~his Agrccraent ate intended s°lely f°r Ihe benefit of and shall be binding upon and shall inuro to thc bene~t of the Effective Date or' Coverage: May 31, 1999 ShMcd ama to be signed and executed by UAC HQ only. intention of t~e parties to confer lhird-pm'ty be~fichuy riRhts upon a~y ~ i~rton or entity. 8.9 Calxia~ Counte,pans. All captions and he~din~ he,tin arc inse~ted for oon.,.~ie~oc ortho parties only. This Agreement may be executed in severa~ co~ntttparts each of which shah be d,~mcd ~o be an original but all of'which lo,ether ~all con,irate one and thc Same insmunc~. 8.10 No~ccm. Any notices. ' by you tu UAC or by mqu~s~, ms~u~ons, w othc~ docummU~ to be given hereond~ UAC to you shall be in wrking and, ~t ms othcrw~ spccii"ica{ly provided i~'ein, droll be dclivc~d I~sonally, sc~t by mgistcnM or c~tifled mail or by rcput~l¢ o~might cm~ricr to thc ~ addresses sot forth .abow or at suc{t ~Xhe~ add~ as tony ~ hereto may d~signalc by Ixior writton notic~ to the o~ delivered in accord~c wi~ this Section. Wilh resp~t to ltmme notic~ which must I~givon within cc~a~n time pcr~xl as sot out heroin, such ont~c~s will be deemed off, tire upon monilX. 8.11 Wai,~r. Eiu~er party I~-mto may expm~qy waiv~ in writing complianc~ by ~h¢ o~ ,. .....,..~., u,a ~'c,:ment or to ms~t upon $~'ict onmp{lanCe with any obligations Sl~:,c{i~d in Ibis Agl~cmcnt, ~ no cm~om or ~ at variance with ~ ~rms o{' {his A~*ecmmL abe~nt ~ an empress wriue~ waive~, ~ cons~ituu~ a wavier of Ix~y'$ ' right to dema~ ~ c~upliance with ~e te~ns of this AgreemmmL 8.12 Gove,ning Law. This ASn~mcm -,hail be intcrpreted and consm~ b~h as to ot'?c,~__ _~e without regard to princyks or ixovisions regarding choice oFlaw. 8.13 Emim ASree~ent ~is A~ccmeut togca~r ~ aJI Exhibit, Sd~dules. 8.14 EITcct/~ncss ot'Ag~cmmt Notwithsumdin{ any other pmvisinn of 0iis this A~xu~ment shall no~ Ix~ cffcctivc o~ bindin8 upon UAC rainless and un{il it h~s boon m°ccl~ bY a duly authorized ml~ ofUAC ~t ~ office in T~.. Client Cont~ Name: Client Signau~e: Uni~ed,Lsset Coverage. Ottiee~ 81guatum: Robe~ Sutto~ Invoice Address: Altention: Invoicin~ F~imile.' Sahnced Carc Corpom~ ~021 Louis~ Drive Suite 200 Mechanicslmrg, PA 17055 Peru. Stuart Noti~ are to be given at the following addmss~ pu~mmt to Section 8.10 of~is Agreement If to Customer CompanyNamc: Balanced Carc Coqx)r~ion Company Address: 5021 Louise Drive Suite 200 Mechanicaburg, PA { 7055 Attention: Peter 3tuarl Phonc Number: ? /'7 - If to United Asset Coverage, Inc. United Asset Coverage, Inc. 1733 Pa~k St, Suitc 200 Naperville~ IL 60563 Attention: Coatra~ AdminLntrator PART 1I SECTION A-I: SERVICES; TERM; CHARGES: PAYMENT TERMS A-lA Services. As long e.s you ar~ not in default under the terms of'the Agreement, UAC w/Il provide, or cause to be provided, and y~j agrte to take and ~ for the Services desen'b~d in Part I of Ibis Supplement subject to the terms and pwv/sions s~t fox,J1 in the Master Ag~eema~t and the followin~ add/t/onal teims and prov/sions. To request Services, yo~ shoed, thr~ your Desigmted ~ Agent, contact any Author/zed Sexy/ce Provider in your service ~ Yom' Design&ted Service A~ent, however, may contact UAC directly. Invoices for SefMces covered by this Age. mere and anang~d thro~ your Designated Serv/co Agent shonld be blued directly to UAC for payment pursuant to the roms of this Aireernent. Invoices should be sent to UAC at thc following add,ss: UnJtad Asset Coverase, Inc 17:33 Park Stre~ Suite 200 All invoices for Services shall contain the minimum information spec. ifad in the Vendor Billing Procedure, v/a/ii your I~signatod Sorvice Agent shall provide to the Autbe~z~d Ag~emont should be invoiced sel~ltely and shall be billed directly to and ~ by you. A-I.2 Te~n. 1~c inJti~ term of this A~rcement is for & im.iod of one (i) ycer fi. om the Effcct/v~ Dato (the "Inid~ Service Tefra"). This Agnmnont shall autonml~lly m'~ew for --_~sive roms of one (i) year each (a "Ronewel ~ Term") st the end of the Init/al Service Term or any Ronewal Service Term unless ~erminated by either party upon at least A-I.3 Charges. Y°u s~"ce to PeY the Charles set ford~ in Pan ! of thls Supplemmt for the A-I.4 Payment T~ms. Quaintly service cha~,,es, will be billed in advance with the lust (~n~rly Payment (as defined in lh,-t I above) and th~ account set-up f~ due Upon ez'~"utinn of thh Agreement; sutsequ~tt Nomecun/n~ Cha~es, if any, will ~ billed atT= occm=nce. Payment is due within thirty (30) days of an invoice dstt A Into payment c~ equ~ to i-I/2~ pa- month or if less, the maximum rate allowed by law will be ~oplied to ali belances not R~Sved whon due. Whan ses','/ou is ava/lable fce part of th~ m°nlik reonrfin~ charges w/H be prorated on tl~- bash of a thiAy (30) day month. Yon are obligated to Ixty the thll amount invoiced by UAC widmut m-off and you may apply to UAC for credit ur ~-.~'und for any amonnt consklon~ hcerrect SECTION A-2: HOURS OF SERVICE A-2.1 Service Op(/ons. UAC shall provide the Services set forth in Pail I of the (~ horn a day/5 days a week) 8:00 A.M. to $:00 P.M., No~: "E" Desil~ttos Extond~ Covefas~ ~ Corette b ava/lable for an ndditionai iiarse on ail Service Opt/m~ (other thru the 247 Base Plan). Und~ "Extended Coverage," UAC w/Il dispatch and/or its agents will prov/de such extended hour covera~ for Ik~.jOr F~lur~ 24 hom~ per dny, 7 d~ys ~ ~ 365 days pm' y~r. ~ajor Failure' mean~ (i) the telephone Equipmmt cannot ma~ er rec~ve any voico ur data calls; (ii) any of the atm~dant con$ole~ cannot maL'c or receive m3y voice or data calls; (iii) t',~-n~ percent (20%) or more of tither the trunks or static.! a~ inolmablc; (iv) any of the TI ~'unh are inoperable; and (v) any add~tio~J conditions, if any, set forth in Part I of Ibis Supplement apldicable to telephone equipmem. NOTE: "R" Designates Routine Mainlonance. Romiue Maintenance is available for an additio~d dmge on all Service Optiom. Under "Romine Maintonauee" coverage, UAC will perform I~iodic impe~ons ~ maintonancc on thc Equipmcnt consistent with p~evailins industry standan/s and as spec/f~d in Part I of this $~plemant. A-2.2 Dispatch. If contactod direc~ by you. UAC shall dispatch a service tec.hn/cian or contact an ^mhodzed Service Provider to your &fleeted Equipm~t sit~ A-2.3 Services Outside Selected Service Opt/om. UAC will pay normal /n-coveta&e labor, pm-ts and material costs for sen4cce pe~onned unde~ this Agreement at · t/me that is outs~e ofyour selected Service Opt/on'period. Yon a~e req~maible for any addiOon~l out. any other premium charge incurred as a result ofout-of-onverage per/od service. SF. CTION A-3. THE EQUIPMENT A-3.1 Owne~hip;Authodzadmt Youwurantthstyouaxetheownerorlicemceofeach A-3.2 Relocation; Modification of Equipment yon ague to ~/ve UAC prompt writ~-n notice of any relocation or modit'sm/on of the Equ/pmmt W'~' lbo except/on of Equ/pme,t thst is relocated or modi£~d st d~ volit~n of UAC, i~ in the sole opinion of UAC, any relocation or modficst/on impedes or in=eases lbo ~ of Sorvioes, cream · Equipmem or, with written nodc~ to you, dimina~ any llannds at yo~ sole ~ If UAC d~ts to tem',Jnate the Services to the affect~l l/quipment, the C~ set fo~h in Part I of A-3.3 Additional Equipment Additional items Of F~ will bo made subject to this A~n~:rcent upon execution by yonr duly auth(x/zed mlm~ontadve ~ ~ ~ UAC of Se~v/ces offored under tbe tram of this Agr~xnm:m. and charses with ~ to such A-3.4 Adjustment ofChar~ UAC reserws tt~ ~ to adjust the Char~s set forth in Patt I of this Sui~plume~t In the evmt the speciFa:adens, anachmants or Features of any it=n SECTION A-4 CUSTOMER~ RF-~PONS1BILITIES Yon agree to perform, in · dmely manner, st yom solo expense, the fellowin~ responsibilities in supp~ of UAC's Se~v/ces und~ this A~semonc (a) Cause your Des/~ated SetTrlce A~em to es~cuto and deliver to UAC a copy of the ~ ^zrcement; (b) Cans~ your Desismted Service Asmt to timdy ~__~__,e_ snd deliver · cop,/or' UAC's Vendor No(/f~m/ou Lcttor to each Audmdzod Service Provider that will he 1be dine Services m~ rmde~d ·copy ofUAC's Vmdor Biffing Proondur~; . (~) Provide UAC with a su/tabk~ wink a~a (br. luding tdephone) on tho Sim. and access to the F. quipme~t Silo (and at,ss to your switch-room) and make avail&bio to UAC at least one comact pe~on at the Site to p{ovide all Imlinont Infmmstion reined to the rcpem~d Equipment mnlftmctlon m' defcet fur which Sentices have bern rcquestod each (d) Follow all of' the instaihtion, operation and maintcoance ins~tction$ providc~J by the Equipment's vcodor(s); (c) Providc ~,e proper environment and c~ and tdccommunicatiom (O ]vf3intain back-up files and dj.x3 for ail ~lcvant sot'~c comprising a portion of or be~ relatod to ti~ F. quipmcut; (g) Not relocate or modify any potion of t~e Equipmant or its compon~ts, or allow anyone acc~3 to the Jntc~nnl compooents and software without wri.en permi~ion of UAC~ (h) Promptly notify UAC if anyone othe~ ~ttan UAC or thc Authot, izad Service Provide~ ~erform any rc~air o~ modification on o~ to the F. quipm~t~ (i) Provide to UAC acce~ to any oo-sitc parts kit and Equipment inventor. 0) Promlxly inform UAC or any c~msc in employment tutus of any l:~i~nated Scrvice ABent~ (k) Causa ~dl t~qu~sts for Services under the A~=mcnt to be schoclulcd by your D~i~'mted ~ AScot; and (1) Op~t~ the Equipment at all timc~ in acco~lance with the manubcm~s In ~hc ev~tt ~at either Part~ is in De£ault trader ~is Agreement, thc o~ party may cancel or terminate ~his A~cemem. SECTION A-6 ADDITIONAL LIMITATIONS A-6.1 So. ices Not lncloded. Excep~ as o4hcc~c [x*'ovided be~ein. UAC is no~ obligated to Ixovide I~eVeefiv¢ main~m~ce on ~he Equipment Tt~ Eq-il~nent, or Intts thereot, which have b~n abused, wilffully or ~ccidentally, incleding failure~ due to de~rionfon of e~v~-o~n~tal staz~ faiim'cs as I r~ult of noo-Y2K c~mplinncc, or have bggn ne~ or have been c~ by misu~, negligence, accident, theft or une~phincd loss, abusc, fire, water damage, lightgning damage, ncr of God, pest damage, explosion, power blackout, earthquake, war. public enany or improper wiring, installntio~ or rqxtir or alto'~o~ by nnyone ~ than UAC or its Authorized ,~r-..icc Providcr~, arc excluded from b~e Aip~me~ and UAC stutll nm be rcsponsiMe ~l~er~for. Rq~irs required u a rcsul~ of any of the foregoing stmJl be m~de by UAC upon reque~ from you at UAC's lhen- current service charSm. A-~.2 Yoor No~-Pctfonnance.' UAC slm]! not, not~0mtanding any other provision of the A~ be held r~sponsible o~ liable for any delay, failutc of performance, Io~ or den~ re~ulting fi~m yoor failur~ to fully perform your oblisatiom under Section A-4. Part I EXI-HBIT B UNITED ASSET COVERAGE, INC. AGENCY AGREEMENT THIS AGENCY AGREEMENT, dated Ii, is ("/=lAC') and Robert Sutton WHEREAS, UAC znd Baltnced Car~ Corvorafion (the 'Cu~onm~ have cnter~i into a Mnzt~ Sc.v/ices Agn:em~nt ("Mme. r Se~ic.~ A~-ment~, pum~nt to v/aic, h UAC will provide ce~Jn ~ and maintn~nc~ services to Cu~tcn~r. Tenm used and not o~erwise d~fmed her~in shnll h~ve the meanings assigned to those t~m in lt~ Mnst~r S~vice~ Agr~.me~t; WHEREAS, to facilitnt~ ti~ pmvisio~ of S~r~icez to the Customer und~ the Maslrr $~'ic~z Agr~mmt, Agent iuts ~oed to act as UAC'$ exclusiw a~-nt ~o nrtan~ for Services and ~o contact Autt~orized Service Providers or UAC w~e~ Se~ic~ am needed. NOW, THEREFORE, in considerntion of the premLses and mutual covmants and promises contained bemin, nnd for o~her ~ and vnluable consideration, lhe receipt nnd sufficiency of which is hereby acknowledged, the ~ hen~o ngre~ as follows: !. ~ UAC Im~'bY aufl~zes Agent to ~mac~ Authored Service Pmvidm and to ammge f~ Services to be ~ to Customer on behalf of UAC in accordance wilh ~he tram of the Masm ~vices Ag~en~nc ^ copy of th~ :~evant ~he geo~ m'~t of tbe SRe., ~e~l~l t~m UAC's curmn list of ~ ~|~ pmvid~ UAC shtll periodi~ provide to tl~ Cmtoraer m geogn~ m~t has beco removed from UAC% nppmved list as indicated in Section 8.4 of lh~ Agr~nmmt. At ~i~ fin~ Services ~'~ fende~d, you shrill ~ to Itm Amhoriz~ Sea-ice ~ ~ te~ a copy of UAC'$ Vcod~ Billing Pmcedure~ a copy of whid~ is almched 3. T~rm: T~-minatiorc The te~n of this Agree'mint shall conunmce as of the dato ber~of nnd shall continu~ in until the tem~u~on of lhe lvlzst~ Services Agreemem in accordance with its roms. Notwilhstaading the foregoing, UAC ~ ~ right to 4. ~ Agent shall not as.~gn ~ inter, st or obligntiom nnd~r ~-ds Agreemem without ihe ~uent ~d'UAC. - This Asn~ncot shall be ~ovemed by, c~fo~ced md ~ in wcordm~ wilh thc ~ of ~h~ Stye of sta~ or local law, ~-gulnfioa or o~ only ~a~ pa~k~ular ~ ~ del~ by ~ ~1 ~ ~ ~ p~ ~ ~S ~, Part II F_.X'III'BIT B UNITED ASSET COVERAGE, INC. VENDOR BILLING PROCEDUI~-q De~r Veudor:. ' Effective May 3 I, 1999 Thank you for providing prompt, efficicm rupair ~nd/or maintenance services ~o our customer. All or part of ~hese services were providM pursuant to a Master Services Agre~nent between United Asset Coverage, Inc. CUAC") and the customer. Accordiugly, ple~s~ l~mit all invoices for services covered by the Master Services Agr~mcnt direly to UAC for payment aI tho following addr~s: United Asset Coverage, Inc. 1733 Park Street Suite 2OO Naperville, illinois 60563 Arm: Mark Swiecicki Phone: (630) 428-0825 To 8ssist UAC wi~ ih~ prompt paymeut of your invoice, please remembe~ ~o include the following information wilh your invoice: 1. D~:riprion ofrepai~ or services rendered; 2. Day, e and time services were rendered; 3. Name of owner Or licensee of equipment s~viced; '4. Location of equipment serviced; 5. Description of equipment serviced, including appropriate equipmeilt identifier (e.g., serial number, asset number, etc.); 6. Stuumnry of other work, if any, performed on service Call; 7. Char~ for services (allocate between charges for parts install~ or rephced and labor for ,upair services); 8. Applicable taxes, if any. Master Services Agreement between United Asset Coverage, Inc. and Balanced Care Corporation THIS MASTER SERVICES AGREEMENT, by and between the customer identified above ("you~) and Unie~l Asset Coverage lac. ("UAC") is entered into as of thc initial Effective Date set forth below. The parties hereto, int, mding to be bound, agree as rollou, s: , SECTION I. DEFINITIONS I. I "Agl'eement" means this Master Services Agreement, including all exhibits and schedules at~ached hereto. 1.2 'Authonznd Service Provider" means any service provider in your local service area who is corrently acceptable to UAC to provide the Sea'vices on behalf of UAC. 1.3 "Default' has the meaning assigned to it in Section g.I heroin. 1.4 'Designated Service Agent' means, with re,peet to each Site, thc person or pemons designated on ~ ~ the exclusive ag~t(s) of UAC to arrange for Services to the F-,quipme~t ~om local Authorized Service Providers. 1.5 "Effective Date" means ~he da~e(s) set forth on ~xhibit ^, which shall be the date(s) UAC is obligated to be~n providing Services for each piece ot Equipment under this ^g~eemenc 1.6 "Equipment" means the equipment and/or soR~e described on ~ of this Agreement, upon which UAC will provide the Services. 1.7 'Exhibit" or "F. xhibits' has the meaning assigned m it in Section 2 herein. 1.8 "Services" means the services and servic~teleted equipmeni set forth on Exhibit A ofthis Agreement, which will be provided by UAC. 1.9 "Site" m~ans lhe leca6on(s) Rectified on Exhibil t~ of this Agreement where UAC will provide Servicc~. SECTION 2. PURCHASE OF SERVICES UAC agrees to provide to you and you agree to porcha.se from UAC the Services desor!bed on .the e~hibks ider~i£ed below, subjecl to the terms esl condition~ contained h~m (each an "Exhibit" and collectively the 'Exhibit"): Service Supplemem Exhibit A ~ ^dditioml Exin'bit[s) SECT[ON 3. SER¥1CES; SERV]C£ OPTIONS: Ti~M; PA~4ENT TER~S; CHANGE ORDERS; TA~S; DiSPA*TCH; ~ O~ ~OURS SERVICE UA,C will pmv~lc, or eause to be pmvidod, and (*Charges'") for ~e * . . . you ~.ce m i~y rite ch~g~ and ~he other ~ms a~l pmvlsio~ set for~ in th~ A*grc~nL To request Services your D~i~'~a~/Service A-gem ~ould contact' any A,ut~orizod Ser'vice Provider in your service m~. Your D~ig~ed Sg~vico Aggnt, howcv~, may also con~act UAe directly, b~mic~ for Ser~icus coveped by this Ag~ement ~ould I~ billed directly to UAe at the following address: Unim:l ~ Corm'age, ATTN: Accounts Paysblc 1733 Park S~*eeL Suile 200 Napcrville, Illinois 60563 All invoice~ for Services Under this ^greement ~hall contain thc minimum information specified in the vendor billing procedur~ supplind by U^C~ which your D~ignated Service Agent s~all provide to the A,uthorized Sewice Pmvk~- ea~ rime Se~vicc~ ere rendered. Oeods or services no~ arranged by your D~ignated Sc~icc Agen! end not covered by thi.'~ Agrccmant should be invoiced so, rarely billed directly to you and paid by you. ' ~.2 Payment Tcn~. Qua~erly service cl~rges will be billed in a~ce. The firs~ Quarterly Payment (as defined in Exhibit&) and all ~count set-up fees a~ due upon ~x¢cution of this Agreen~t; subsequent Nonrecurring Charges, itany, will be billed al~er occun'ence. Paymem is due within ~0 days of an invoice date. A laC: payment charge equ~l to I-I/2% pc' month or if less, the maximum rate allo'a~d by law, will be: applied to all balances no~ received when due. When service is available for par: of thc monfft, recurring charges will be prorated on the basis ora 30 day mo~th. You ere obligated to pay Ibc lull amoun~ invoiced by UAC 1o UAC for credit or refund for an). without ~-~ffand you may apply amours considered incorre~. 2. 125,'125E, 125ER 3. 127, 127E. I27ER 4. 247, 247R O JTice Automation Service Ootio~ I. 85 3.3 Sea, ice Options. UAC shall provide the Services consistent with your selected Service Option. Service Options arc as follows: Telecommunications aq(~ Data Nctwo~im, Produ,~ ~ D~cription 1.85, 85E, 85ER ($ hours a day/5 days a week) 8:00 A.M. to ~:00 Monday through Friday. excluding holidays (I 2 hours a day/5 da~,s a week) 6:00 A.M. to 6:00 P.M.. Monday t~ough Friday, excluding holidays (12 hours a day/7 days a v, tek) 6:00 A.M. ~o 6:00 P.M., Monday t~ough Sunday 24 hours a day/'/days a week Descrin4iofl (8 hours a day/5 days a week) g:00 A*.M. to 5:00 P.M.. Monday through Friday, excludin~ holidays Note: 'E' Designates Extended Coverage. F-.xtended Coverage is available for an additional charge Coverage,' on nil Service Options (other 1hen lhe 247 Plan). Under "Extended U^C will dis~atclL and/or its subcontracto~ will pmvidasuch extended hour coverage, for Major Fallurcs 24 hours oer day '* ~ ........ year. "Major Faihu~" ~ ..... : ........ ~:~ .,, - ,,-;, j,~ ~ 36.5 days per ..~,a t~ u~ m~:pnone I:quipmen~ caen~ make or r~:eive any vmce or data calls; (ii) any of thc a~eddant consoles canna make or receive any voice ordm "' of the TIcalls; (m) 20% or mere oteither the hunks er statkms are inoperable- (iv) any trunks are inoperable; and (v) any additional cenditinm, it'any, set fo~ in £xhiblt A applicable tn the equipmenL NOTE: 'R' Designazes Routine Mainlenance. Routine Maimcnence is available for an additional charge on all Talecomm~aications end ~ Netwoddng Prddoc~ Service Options. Under 'Routine Maintenance' coverage, UAC will provide coverage for periodic inspections and maintenance on the Equipmen~ specified in Exhibit ~, consistent with Ix'evailing industry standards. 3.4 Term- The initial term tm. each piece of Equipmont listed in Exhibll; ~, is for a period of on~ year from dm Effective Dam Service Term"). Each picco of Equipmentfor such pieen of equipment (the *Initial shall autumatkally renew, at the rates stipulated by UAC at least 90 days prim' to the end of the lniti'~ Service Term or any Renc~al Sewien Term. for successive terms ofon~ year each (& "Ronewat Service Term") at the end ofthe Initial ' Sc~tlce Term or any Renew~ Se4vice Term, unless tem~mated by either Pa~T upon at least 60 days written nodne prior to the expimtinn date of'the Initial Sorvico Term or the then current Renewal Servico Term, as the ease 3.5 Change Orders. No addition, deletion or change in the Services shall be effective unk3s made in a written amendment to Exhibi~ .~ ofthb A~.cment, signed byyou and ncc~ by 3.6 Tax~. Prices, fees and charges shown co ]~..,xhibit ~ of this A~r(:~qnc~g do not include applicable taxes due. ¥oo agroc to pay when invoiced ntl applieab~ taxes, bowcver designet~d, imposed on lite Services provided herein, except for state franchise tax~s or any fax ~ upon UAC'$ net income or profits. 3.7 Dispatch. If contacted directly by yoor Desi~neted :Service Agent, UAC shall contact an Authori2ed Sea. ice Provider in your local se~jce area to provide ,~rVtce on Equipment at any Site. 3.g Services Outside Selected Service Options. UAC will pay' normal in, coverage labor and parts costs for servic~ perforated under this Agreement at a time outside of your selcet~ Se~ice Option period. You are responsible for any additional out-of- coverage surcharges, inefuding, but not limited to, labor surcharges 1rip surcharges, or any other premium charge incurred as e result of out-of.-coverage period service. SECTION 4. THE EQUIPMENT 4. I Owne~hip; Autho~zatiun. You warrant thai you arc thc owner or licensee of each item of F-.quipmeflt, including hardware, f'trmwam o~ software, with respec~ to which Services arc to be provided bercunder, and that you it~ fitlly autboriz~ to enter into this Agreement with respect to such Equipment cove, red. 4.2 Adjus~ncnt of Char&cs. UAC reserves t~e tight to audit the Equipment and adjust thc Charges se~ forlh in ~ in the event thc specifications, attachments stated usage volumes or features of any item o£Equipment are changed aRer thc date hereof, retroective to tbe date of'such change. 4.3 Relocation; Modification of Equipment. You agree to Five UAC prompt un-itten notice of any relocation or modification of Ihe Equipment, and agrce not m relocate or modify any portion of the Equipment ur iU components in any way that would reasonably in,esso the risk oi'systea~ ntall~n~un, or allow anyone access to thc intcnud components and soRware, without the prior written pemtission of UAC. With the exception of Equipment liar is relocated or mudilrmd with the prior written permission of UAC, iK ~n the sole opinion of` UAC, any relocation or modificatinn impedes' or increa.~ the cost OF Services, a'cates a safety hazad or othcn~se increas~ risl~ to UAC or any Authoffzed Service Provider, is likely m intcrt'c~c with telecommunications serviccs to third panics, or is likely to cause the Equipment m malfunction (collectively, "Hazards"), UAC, at its option, may either terminate the Services to the affected Equipmen¢, adjust the Cherges for the affected Equipment or, v, Jth written notice to you, eliminate any F, aznsds at your sole cost. If' UAC elects to terminate the Services to the affected Equipment, the Chnrg~ set forth in Exhibit A shall be adjusted proportionately. SECTION 5 CUSTOMER'S RESPONSIBILITIES You agree to perform, in a timely manner, at your sole e.xpense, the following responsibilities in support o£UAC's Scrvices undc~ d~is Agrccmont: (a) Advise UAC o£ your Designated Service Agent(s); however, UAC reserves the right xo reject any Designated Sen, ice Agent at any time by delivering wr~tlon notice to you; eau~ ~u~ Des~gna~l Service Agent to timely e~ecute and deliver a copy OF L'AC's vendor notification tetra- to each service vend~r Ilar conen~'y or will be providing Services on the EquipmeaL anti to deliver a eol~j ot'UAC's vendor billing precedt~os to each Authorizecl Sen4ce Provider a~ lbo time Sen4ce~ am ~e~qdeted; (c) Follow all of the insUdlation, eperal~q ~cl maintenance instna:tions provided by ~e Equipment's manu£actuter(.~) or lervice vendors); (d) Provide the proper environmeaL dec.ice] and telecoammaica~un.$ connections as specified by the Equipment manufacturers) or sen, ice vendor(s); (e) Maln~n beck-up lites and discs for all relevant soR~ comprising a por~on of or being ~e. lated to the F..quipment as p~r manufactum~ spaci£~nation~; (0 I~'°mptly notify UAC il'anyone other Ilum UAC or the Aulho~ized Sen4ce Provid~ a! the specific request ol'yoor Designated Service Agenl, pur~nant to this Agreement performs any repair or modification ua or to the Equipment; (g) Provide UAC access to any on-sit,- parts kit and'Equilxnanl inveatmy and tatum to UAC any Equipment provided and replaced byUAC or its subcontractors: (h) Promptly inform UAC of any change in De, ignited Service Agent(a); (i) Cause all requesls ~'or Services under the Agreement to 10c scheduled by your Designat~l Service A~'nt. SECTION 6 ADDITIONAL LIMITATIONS 6.1 Services Not Included. Except as othenvise provided hesein, UAC is not · obliga~:l to provide p~tJve mainlanance e~t the EquipmanL UAC WILL NOT BE RESPONSIaLE FOR THE REPAIR OR REPLACEMENT OF PARTS OR EQUIPMENT (INCLUDING SOFTWARE), OP. FOR LA~OR, CAUSED BY ANY OF THB FOLLOWIN~ REASONS: (l) ACCIDENT, ABUSE. MODI]:ICATION, ALTERATION, LACK OF RECOMMENDED MAINTENANCE, {2) U$I~_ OF EQUIPMENT (INCLUDING soFTWARE) OR. PARTS .FOR PURPOSES NOT REASONABLY INTENDED; (3) FA[LURES OR DEFECTS CAUSED BY ADVERSE ENVIRONMENTAL CONDITIONS (INCLUDING, BUT NOT LIMITED TO, UOHTN[NG STRIKES, POWER SLIROES AND POWER FAILURES);, (4) FAILURES AS A RESULT OF NOH-Y2K COMPUANCE; ($) ANY PARTS OR EQUIPb{ENT (INCLL1DlrN(3 SOFTWARE) THAT ARE LOST, STOLEN OR DAMAGED W'rlETHER BY NEGLIGENCE, FIRES, CASUALTIES, ACT~ OF GOD OR OTHER CAUSES OTHER THAN ORDINARY US]~: (6) ANY REPAIRS, MAINTENANCE, MODIFICATIONS, UPGRADES, ADDITIONS TO, OR REARRANO~S. RELOCATIONS OR REMOVAL OF EQUIPMENT OTI-U~R TI-L4.N THOSE PERFORME~D BY' UAC OR ANY AUTHOR]ZED SERVICE PROVIDER UNDER THIS AOREEMENT: OR (7) ANY LIABILITY FOR TOLL FRAUD OR FOR ANY ABUSE OR M~SUSE OF THE EQUIPMENT, TRANSMISSION SERVICES OR DATABASES CONNECTED WITH SUCH TOLL FRAUD Repaj~ requked ns a result OF any of the £omgoing shall bc made b7 UAC upon request from you ~t UAC's Ghen--current service eha~ges. 6.2 Your Non-Pcrl'onnance. UAC shall not, notwithslanding any other provision or'the Agre~mont, be held responsible or liable for any delay, ~lure or'performance, loss or damage., resulting rmm your ~lure to perform your obliga4ions u~ler Sec'don $. SECTION 7. ASSIGNMENT Neither party may ussign this Agreement to any e~J~cr person or entity without the prior written consent of the other pan'y, which consent shall not be unreasonably withbeld. SECTION ~. BRF..ACH AND DEFAULT 8.1 Default If ei0m- party fails to comply with any term or condition of this Agreemant, the other piny may give wH. ttan notice of such failure. If. within I$ days aRcr receiving such notice, the noncomplying party fails to (i) cort'~ct its nun- performance or (ii) commence and conlJaue a goad faith effort to correct its noncompliance within a reasonable time, the party shall be in default ('Default'). Notwithstanding the foregoing, your breach of any payment obligntiun On the date the paym~t is due, or the ~alsification of services under Section 8.2, con.~itutes a Default that requires no notice to be given by UAC. 8.2 Fraudulent Services. UAC reserves the fight from time to time to audil any Services pcd'ormed undor this A~eemunL including, without limitation, the right to inspect replaced Equipmont or pmls and to verify thc approprin~ness or necessity of Sen'ices rendcnxl on any Equipment. UAC shall have no obligalian to provide a' pay for services not cove~d by this Agmemant or for unnecessa~ or fatsely recorded Sen'ices. and the exis~coce of any plan or schome designed to cause UAC to do so shall cortstlmte a De~udt under this Ag~cenumt for ~,hk:b UAC may ex,ciao and prosecute any and all remedies available to it under ~i~ Ag3eeme~x or by law. 8_3 Remedies. Upon the Default of either perry, I~ ~ party may terminate this Agrcemont and/or c3(grcisc any othor remedies set for~ he~in. 8.4 Limitafiem on Time for Instituting Liligatiun. Any claim ~ damages or other remedy arising ~i'om this Agreement must be brought to the attention ortho other piny in writing wi~in 60 days of the event giving risc to an action, and any legal action ar~ing front this ,~t must be commenced within two yom3 alter Itte cause of' action arises. SECTION 9. LIMITATION OF LIABtLITY IN NO EVENT SHALL UAC BE LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE OF ANY PART OF THIS AOREEMENT THAT IS CAUSED BY FIRE, FLOOD. EX. PLOSION, F.M]3ARGO, GOVERNM134T REQULRF_JvlENT. CIVIL OR MILITARY AI..rT~ORITy, ACT OF GOD. fNABILITY TO OBTAIN MATERIALS, OR OTHER SIMILAR CAUSES BEYOND ITS CONTROL. UAC SHALL NOT BE LIABLE FOR ANY COMMERCIAL LOSS OF ANy KIND (INCLUDING LOSS OF BUS[NESS OR PROFITS, OR ANy INDI .RECT. SPECL4Z., [NCID~AL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAOES). IN NO EVENT SHALL UAC BE UABLE FOR LOSSES OR DAIV~OES FOR ANY DEFAULT UNDER TH1S AGREEMENT IN EXC~ OF TEE TOTAL OF ALL CHAROES COLLECTED HEREL~DI3L S~ON 10. INDEMNIFICATION. You agree to telesse, indemnify, defend and hold UAC and its off~gr~ emplo.vees, subcontrecmn and agents handess eom and against all claims, danu~es or Imses of whatever nomrc, thru arise out ut'or in connection wid~ my breach of this Ag~ement by you or the usc or', orlbe inability to use, or the iaten~ptian or failme to maintain, the Equipment excluded ~om UAC'$ respous~ili~ parsunm to Section 6.1. UAC agre~ to releat~ iudemnify, defend and hold you and your office, empieyces and agents hannlns~ from and against all claims, danmges and _k~__~__ ofvdmtever nitro'e, that arise out of or in connectiun with any breach of this Agreement by UAC. The indemnif~jin8 perry shall pay all costs, including attorney's tees, m~d damages flowing from any such claims. The indenmitied piny shall nott~, the othor petty within 30 t~ymg party t~ tight to de£end (with counsel reasunably acceptable t& thc other patty) any suit based upon such claim, und the indemnified party shall be available for a reasonable amount of time to cooperate and assist in the defense of'the suit. SECTION I I. ~SCELLANEOUS. I I.] Capilalized Terms. Any capitalized terms used in any Exhibit attached hereto and not othen~se defined therein skill have ~be meaning ascribed to them in this Agreement { 1.2 Subcon,racfing. UAC may subcontract m~y of all orthc Services to be performed by ii under the Icnns and condilions oft, his Agreement. bul will retain responsibility for thc Services subcontracted Accordingly, you give U^C authority to act on you~ bchaif in all matters rc{anng to this ^grcemenL including services, support and notices. 11,3 ^ccoss. U^C and its subcontractors shall have, at all reasonable firm=, access lo the Sire and/or thc Equipment covered hereby so that UAC and its subconu"actors can perform the Services to be provided hereunder. Access will include a suitable work area (including telephone) and access ro your switch room, plus al least one contact person at thc Site to provide all pertinent infom'.~ion related to thc rqx~ed Equipment malfunction or defc~ for which Sm'vices have bean requested. 11.4 Identification oF Authorized Service Providers. UAC shall maintain a list or' Authortzod Service Providms with rt.'spout to csch Site cow. red by this Agreement. and shall periodically update this list. UAC tuservc~ the right to add m' remove any Authorized Sennee Provki~r From the list at any time, and in such event shall notiF/you of any such changes. Such notice may be delivered personally, by facsimile, mail, overnight courier, or via the UAC corPOrate website. 11.5 Amendmc~s. No amendment, revision or modification of this Agreement shall be effective unless il refers to this Agreement and is in writing, sign~:l, by authorized representatives orboth parties. 11,6 Assignmont of WanantJes. You hereby assign to UAC for thc term oF this Agrocment any rights or remudic~ available to you pu~uant to any wan'an6es covering ,he Equipment. I 1.7 Scverability and Substitu6on. Il'any portion of.this Agreemm~t is held invalid, the panias agree that much invalidity shall not affect the validity or'the remaining portions of this Agreement. and the parties ~rther agree to substitute for tim invalid provision a valid provision thus most closely approximates the economic effect and intent of the invalid provision. 11.8 Succassots and Assigns. The terms and provisions ot'this Agree. me. nc are intended solely for the benefit ofand shall be binding upon and shall inure to the benefit of the per,es hereto and u'~mr respective suceessocs and, if pennit~cl, assigns. It is no¢ thc intention or'the panics to confer third-party beneficiary righls upon any o~er person or entity. 11.9 Captiom, Cotmterpa,s. All captions and headings herein are ir~e~ed for the convenience of the parties only. This Ag~'eement may be executed in several counterparts, each or which shall be d~med to be an orisinal, but all of which together shall constilule one and thc mae insmam~. Il.10 Notices. Any notices, recluesls, instructions, or o~er docomenls to be 8ivan I~rounder by you to UAC or by U^C to you, shall be ia writin8 and. exc4~ as othenvise specifically provided herein, shall be dolivered personally, sent by registered or certified mail, by reputable overnight courier, or via l'acsimi{c tran'~mission with ddivc~/receipt to thc respective addrusses ~ forth below, or at such ~ address as any patty hereto may designate by prior written '~o{.ice to thc other, delivered in accordance with this Section. With re, peet to those notices that must be giva~ within a certain time per,od as set out herein, such notices will be deemed effect'ire upon receipt. I 1.11 Waive~. Eith~ pa~y hereto may expressly waive in writing complianc~ by the o~ party with any of lbo covenants ~ conditions cnotainod in this Agreement. except cendilions imposed by law. No failure of either p-any here¢o to exercise any right or power given under this Agn~ment, or to ins/st ~ auict compliance with any obligations speeilled ia this Agreement. and no custom or practice at veriance with the terms oFthis Agreement absent such an express wri,an waive, shall constitute a wavier of'eRher pane's right to demand exact compliance with the ~rms of'this Agreement. 11.12 Governing Law. This Agreement shall be interpreted and construed bolla as to performance and validity in accordance with and shall be governed by the inw~ of the Stag of Tennessee, without regard to principles or provisions regarding choice of law. 11.13 Eatire Agreement. This Agreement, together with all Exhibits, Schedules. attaclunents and Change Orders. including those effective in the ~utum, su~ all I~ior dra/Ls, oral or written slatements, representations and wanamie~, it' any, and ail Ixior letters of intent, if any. relating to the subject roarer befool, and represents the sole and entire agreemant of Ihe parties with respee~ to the matters which ate the subject 11.14 Effectiveness of Agreement Notwitham~ing any other provisiqn of this Ag~eme~t. this Agreement shall not he effective or binding upOa UAC unks$ and until it has been accepled by a duly amhorized representative ot'UAC. IN WITNESS WHEREOF, the panie~ have caused their respect/ye duly authorized officers to execute and deliver this Agreement on the dates set fo~d~ belo~: Cites Signals'e: q/ Client Nanle: Robert SoRrel lnvoieine Invoice Address: ~' :' ' '. , . H; - - :' - u. ~...~ ~. ·. . · -..~ .: .'-.: , - . '. :.-.-.. ' .......-. ::. - I 1512 M~or~ [~. ~:~! ..... ~ [ ~:~:¢.:.- . · .... -- .~-:..- -... ....... ~ '.-i~[~ ~,.~: ~.: ...... :. :-. :.. ~:: .: · ,.... .... a ~]~ ~ M~i.~PA 17055 ,.-:-:~-~~.K~.L~',;; ..~ .... -~' :=..:';~:h ....I Saad~ area to ~ ~g~ and ex.urea b~ UAe HQ ~i~" ....................... ~" Notie~Notic~ ~ to ~ given al t~ ~llowing addr~, pum~t m ~ction I {.10 of~is A~ont: if to Customer If to Unit~ ~t Coverage, Inc. C~y Nmne: B~d C~e Co~rmi~ United ~ Corms, Inc. Comply Add.s: { 512 M~r ~ive i 733 P~ St. Suite 2~ M~i~ PA 17055 N~ille, IL 60563 Auention: Te~a S~ckl~ Phone Numbs: 717-7~ i30 A~ntion: Con~ A~inis~tor ~ent a¥'~ Unlted Asset CovePage; 1215545~218;. .Jun-2-g9 4:08PM; Page 2 ~F~VICJ~$PECIF/CATION~_ '-" 17110 EXHIBH' A F, qUIPME, NT TO BE SERVICED: PBX Lumut VPU Lucent ADDt'~ONAL ,~ECIA, L .TERMS OR. CONDITJO~:g?If~ny orthe foHowia8 ~ t~all e,o~iI{~ or b~ iaeeu~4.~at ~ri~h aa~ t~rm or pre~ ia thQ ]Pfa..d~3' Agm:m:Km~ ~ or pmvi~m.m in this Supplmnent liica the Maas and provf,lom ia this ,-~,,~ ~. ~ mmmmon sram ~econ~ er~t~ ~pon ~e cq~imJon of~e period endln~ on ~e nln~-th (~0') day followin~ lite Effmtiv~ Da~a, To I~ cff~:t~v~ s~h noti~ must 1~ reedwd by UAC within such s~y (~0) day p~iod nad shall b~ dallveml ~n ~ wl~ ~e provisions of 8~'dofl 8.10 of~e Asm~ment. DF~IONATEO $F, RVICE AOE~S): $624.00 S0,Q0 S0.00 PaSo I of 4 Hent By$ Unlted Asset Coverage; -t 1 215545421 8; Jun-2-g9 4:08PM; Page A. SERVICE. S, F, QUIPMENT S1;T~tFICATIONS AND ci IARGF..8: SERVICES: Provide labor and pans required to repair Or replace specified eqldpme~t tha~ has becomc dc~cctivc or f~iled au'callA nonn~ wen~ and tuase. , :. SERVICE I ~CATION: Ralmced Cam Ceqxa. at{on 9 C~.nlln Court Reading, PA 19606 EQUIPMENT TO BE SI]RVICBD: ' ""'~{:i': ' : ' _i~_ Mantrf-~-Ua~ Mud=l Serial. No. " $vc Oution Otrlv_C~ta:r~ PBX Lumn{ Legend 85 S:~)4.00 .L"6 ' " SUBTOTAL $624.00 Bo ADDITIONAl. SPFZZIAI, TERMS C)R CONDITIONS: If any afthc fuItowt~ sp~ia{ terms or ixovisio~q in Ihb Supplcn',~t shall co~t o~ b~ in~msist~lt wkh Imy ten~ ~r prmds~n.~tl~ l~cr Agtmm~nt. t~ tl~ tmns and pmvi.qloas in this Soppimnc~t shall ~x~rol* '- · ~ , .;, 7~,!.'... 2 . : . *~ ~r~- this qr~m~ ~r any mnso~ Y~u musi lnUV~ UAC ~th va~n n~ti~ of your ln~t to t~nnlna~ ~¢ foHow~n~ tb Eff~a~w Dut~, To b~ ~ff~etlv~ such ~ must b~ recdvisd I~ UAC v~h su~ si~r (6O) day pe~d and DESIGNA'IT~ S~RVICE I. Robcrt Sutton 2. O. SUBTOTAL QtiA~Y SiTE CHAROF.~: "- ~.' SUBTOTAL ~TI~E S~-'T-UP CRARCIB.q: "!; SUBTOTAL ONE-'IIME ASSET WA'I~'~ CHARG~;~ SUBTOTAL 8rTE ~: Byt Unlted Asset Coverage; ~RyICE SIJI~LEMENT I'ART I ~v]¢~ S~[C~tCAT~O~S Jun-2-g9 4:0gPM; Page 4/5 F.~XHIBIT A ~_trly Cbat~ S~lO.O0 SIlO.On :d..'i:' .. ot'4 ~ent 6y~ Unlted Asset Coverage; Jun-2-99 4:0gPM; Page 5/5 F.X~UBIT A SiR'v'iCES, ~U{YMENT 8PECIFICAm10NS AND C[iA~OUS: SERVICES: Provide ~ ~l par; mquir~ m ;=p~' or Ix~ sp.~cifi~ uquii~n;nt t~t ha~ b~,um~ dcf~-tivv ur hil~J SERVIC~ LOCATION: ~21 I,~uim: Drive .~i~ 2~{ Me~hani~mar{, PA 1'7055 EQUI~ TO BE S]~VIC~D: 'r_ _v~3~: ,]]daAU.f]lGl~Z~Ot Model ~ $¥c Oution 0~_ fly Char~_~ SUBTOTAl. .T~.,~2 I.OO Co DF-.SIONATF. D 8ERVIC~ AaENT(S): I. Robin Su#~ .:. ~,921.00 $500.00 $5,171.00 ) ':..; ...... BY INITIALING DF. LOW YOU AC-RF~ THAT THiS ~MENT 'FOOE. THT~R. ~ 'l'J-rE MASTER AGLU~EMIKN'T AND Aiq¥ 0'[1-~,~, ~I'T(S) AND SCHEDULE(S) C'O~~S THF, AO · 'REEMENT BETW£EN THF, PARTIF.~;. C'u~'roIv[~,I~ . UNITED AE~J' COYI~I~G~,, ~C-' Page 4 of 4 Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and par~ rcq'uh~d to repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation 1046 N. Jefferson Street Medina~ OH 44256 EQUIPMENT TO BE SERVICED: Type Manufacturer Model PBX Lucent Technologi~ Merlin Legend VPU Lucent T¢chnolog/es Merlin Mail ~¢riai No. Svc Option ~ 85 4/30100 85 4/30/00 SUBTOTAL Ou'lv Cha.,*gcs $867.30 $120.00 $987.30 NOTE: 'PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator consOl'e, stat/on,to-controller wirinr~ admin/stration terminal and printer. "PBX Box Only" or"Key Box Only" includes the same equipment without station exluipment or station-to-controller wiring coverage. ADDITIONAL SPECIAL TERMS CONDITIONS: If any of thc following special terms, or provisions/n this SuPPlement' OR shall conflia or be inconsistent with any term or provision in thc Ma.~er Agreement, then thc terms and provisions in this Supplement shall control. C. DESIGNATED SERVICE AGENT(S): 1. Peter Stuart 2. T~re.sa Stricldnnd D. SUBTOTAL QUARTERLY SITE CHARGES: $987.30 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $987.30 Page 1 of 4 Exhibit A A~ SERVICES, EQUIPMENT SPECIFICATIONS AND CItARGES: SERVICES: Provide labor and parts required to repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation 60 Paceline Circle Xenia, OH 45385 EQUIPMENT TO BE SERVICED: Ty~e Manufacturer Model ,Serial No. Svc ObtiQn Effective Date Otrlv Char~es PBX Lucent Technologies Merlin Legend 85 4/30/00 $970.20 VPU Lucent Technologies Merlin Mall 85 4/30/00 $120.00 SUBTOTAL $1,090.20 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any of the following special terms or provisions in this Supplement shall conflict or be inconsistent with any term or provision in th~ Master Agreemeng then the terms and provisions in this Supplement shall control. C. DESIGNATED SERVICE AGENT(S): 1. Peter Stuart 2. T~sa Strickland D. SUBTOTAL QUARTERLY SITE CHA.R. OES: $1,090.20 SUBTOTAL ONB=TIME SET-UP ~OES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $1,090.20 Page 2 of 4 Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required to repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation 2075 N. East Town Road Lima, OH 45807 EQUIPMENT TO BE SERVICED: Type Manufacture3~ Model PBX Lucent Technologies Merlin Legend VPU Lucent Technologies Merlin Mail Serial v.~y.g..Qg~ Effective Dat__e ~ 85 4/30/00 $540.00 85 4/30/00 $120.00 SUBTOTAL $660.00 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, conu'ol cards, station equipment, operator console, station-to-conlroller wiring, admiuislration termMal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: if any of thc following special ten-ns or provisions in this supPlement shall conflictor be inconsistent with any term or provision in th~ Master Agreement, then th,. terms and provisions in this Supplement shall control. C. DESIGNATED SERVICE AGENT(S): 1. Peter Stuart 2. Teresa S~ckland D. SUBTOTAL QUARTERLY SITE CHARGES: $660.00 SUBTOTAL ONE.TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHAROF.3: $660.00 Page 3 of 4 Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required to repair or replace specified equipment that has become defective or failed through normal wear and nsagc. SERVICE LOCATION: Balanced Care CorPOration 626 Meadow View Road Bristol, TN 37620 EQUIPMENT TO BE SERVICED: Twe M0nufacturer Model Scrial No. Svc Ovtion Eff~:tive Date Qtrly Char£es PBX Lucent Technologies Merlin Legend 85 4/30/00 $417.60 VPU Lucent Technologies Merlin Mail 85 4/30/00 $120.00 SUBTOTAL $537.60 NOTE: ':PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, con0'ol cards, station equipment, operator console, station-to-conlroller wiring, adminisuation torrainal and printer. "PBX Box Only" or "Key Box Only': includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any of the following special t~ms or.provisions in this Supplement shall conflict or bi: inconsistent With any team or provision in the Master Agr~t, then the terms and provisions in this Supplement shall control. C. DESIGNATED SERVICE AGENT(S): 1. Peter Stuart 2. Teresa Strickland D. SUBTOTAL QUARTF. I~Y SITE CHARGES: $537.60 SUBTOTAL ONE-TIME SET-UP CHAROES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES; $0.00 SUBTOTAL SITE CHARGES: $537.60 E. TOTAL QUARTERLY RECURRING CHARGES: TOTAL ANNUAL RECURRING CHAROES: TOTAL ONE-TIME SETUP CHARGES: TOTAL ONE-TIME ASSET WATCH CHARGES: TOTAL CHARGES: $3,275.10 S13,100.40 $0.00 $0.00 $13,100.40 BY INITIALING BELOW YOU AGREE THAT THIS SUPPLEMENT TOGETHER WITH THE MASTER AGREEMENT AND ANY OTHER EXHIBIT(S) AND SCHEDULE(S) CONSTITUTES THE AGREEMENT BETWEEN THE PARTIES. CUSTOMER: UNFFED ASSET COVERAGE, INC.: . . DATE: Page 4 of 4 Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and pans required to repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanccd Caxe Corporation 1707 Bethany Road Anderson, IN 4~012 EQUIPMENT TO BE SERVICED: Tyne Manuf~cturc~r PBX Lucent T~chnologics VPU Lucent Technologies Model Serial No. .Svc Option ~ ~ Merlin Legend 85 $/1/00 $768.00 Merlin Mail 85 5/1/00 $120.00 SUBTOTAL $888.00 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station ~uipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any of(he following special t~nns or provisions in this Supplement shall conflict or bc inconsistent with any term or provision in the Master Agreement, th¢,] thc terms and provisions in Ibis Supplement shall control. C. DESIGNA+ED SERVICE AGENT(S): I, Peter Stuart 2. Teresa Strickland D. SUBTOTAL QUARTERLY Sr[E CHARGES: $888.00 SUB'I'OTAL ON.F-TIME SET. UP CHARGES: $150.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL srrE CHARGES: $1,038.00 Page I of 3 Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts reqnired to repair or replace specified equipment that has become deli:ctive or lhilcd through normal wear and usage. SERVICE LOCATION: Balanced Cm'e Corporation dba Outlook Pointe (~ Creckvicw 100 Granclon Way Mechanicsburg, PA 170:55 EQUIPMENT TO BE SERVICED: .Type .Manufacturer .b~ Serial No. Svc Optio~n PBX Lucent Technologies Merlin Legend 8:5 VPU Lucent Technologies Merlin Mail 8:5 Effective Date Otrlv Charges 511100 $873.60 5/I/00 $120.00 SUBTOTAL $993.60 NOTE: "PBX" or "Key" means thc station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX ' Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any of the following special terms or provisions in this Supplement shall conflict or be inconsistent with any term or provision in the Master Agreement, then the terms and provisions in this Supplement shall control. C. DESIGNATED SERVICE AGENT(S): I. Peter Stuart 2. 'l'~reaa Strickland D. SUBTOTAl., QUARTERLY SITE CHARGES: $993.60 SUBTOTAL ONE-TIME SET-UP CHARGES: $150.00 SUBTOTAL ONE-TIME ASSET WATCH CI-1ARGES: $0.00 SUBTOTAL SITE CHARGES: $ I, 143.60 Page 2 of 3 Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CIIARGES: SERVICES: Provide labor and par~ required to repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corpocatioo Outlook Point (~ State College 1901 Cireleville Road State College, PA 17011 EQUIPMENT TO BE SERVICED: Type Manufacturer ~ .~erial No. PBX Siemens/Rolm 9200 VPU Siemens/Rolm PhoneMail SE Svc Option ~ Otrlv Chamc_~ 85 5/[/00 $1.141.20 85 5/1/00 $ [ 20.00 SUBTOTAL $1,261.20 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAl, TERMS OR CONDITIONS: If any of the following special terms or provisions in this Supplement shall conflict or be inconsistent with any term or provision in the Master Agreement, then the tmns and provisions in this Supplement shall control. C. DESIGNATED SERVICE AGENT(S): I. Peter Smart 2. Teresa Strickland D. SUBTOTAL QUARTERI,Y SITE CHARGFc~: $1,261.20 SUBTOTAl, ONE-TIME sE'r-up CI-[ARGES: $ 150.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUB'rOTAL SITE CHARGES: $ i,411.20 E. TOTAL QUARTERLY RECURRING CtlARGES: TOTAL ANNUAL RECURRING CHARGES: TOTAL ONE-TIME SETUP CHARGES: TO'I'AL ONE-TIME ASSET WATCH CHARGES: TOTAL CHARGES: $3, i 42.80 $12,571.20 $450.OO $0.00 $13,021.20 BY INITIAI.,ING BELOW YOU AGREE THAT THIS SUPPLEMENT TOGI-,'ITIER Will{ THE MASTER AGREEMENT AND ANY OTHER EXHIBiT(S) AND SCHEDULE(S} CONSTITUTES TIlE AGREEMENT BETWEEN THE PARTIES. INITIALS: CUSTOMER: UNITED ASSET COVERAGE, INC.: DATE: Page 3 of 3 Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required (o repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation Outlook Pointc ~ York 2405 Knob Hill Road York, PA 17402 EQUIPMENT 'FO BE SERVICED: KEY Lucent Technologies Merlin Legend 85 5/31/00 $1,/49.$0 SUBTOTAL $ I, ! 49.50 NOTE: "PBX" or "Key" means the station cards, trunk cards, pro~essor, memory storage uni~, power Supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller ' wiring coverage. B.. ADDYrlONAL SPECIAL TERMS OR CONDrF[ONS: I£any of the £ollowing special terms or provisions in this Supplement shall conflict or be inconsistent with any term or provision in Ibc Master Agreement, then the terms and provisions in this Supplement shall control. C. DESIGNATED SERVICE AGENT(S): I. Teresa Strickland D. SUBTOTAL QUARTERLY SITE CHARGES: $ I, 149.$0 SUBTOTAL ONE-TIME SET-UP CHARGES: $150.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: SUBTOTAL SITE CHARGES: $0.00 $1,299.S0 Page lo~2 Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required to repair or rcplacc specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation Outlook Pointe ~1 Dillsburg Logan Meadows Lot 2 Logan Road Mcchanicsburg, PA 17055 EQUIPMENT TO BE SERVICED: Type Mant~facturer Model Serial No. Svc Option KEY Lucent Technologies Merlin Legend 85 Effective Date Otrlv Char~,c~ 5/31/00 $ I, 134.00 SIJBTOTAL $1,134.00 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If rely of the following special terms or provisions in this Supplement shall conflict or be inconsistent with any term or provision in thc Master Agrccmcnl, then the terms and provisions in this Supplement shall control. C. DESIGNATED SERVICE AGENT(S): I. D. SUBTOTAL QUARTERLY SITE, CHARGES: $1,134.00 SUBTOTAL ONE-TIME SET-UP CI-IARGES: $150.00 SUBTOTAl, ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $1,284.00 E. TOTAL QUARTERI,Y RECURRING CHARGES: TOTAL ANNUAL RECURRING CHARGES: TOTAL ONE-TIME SETUP CHARGES: TOTAL ONE-TIME ASSET WATCH CHARGES: TOTAI, CHARGES: $2,283.50 $9,134.00 $300.00 $0.0.o $9,434.00 BY INITIALING BELOW YOU AGREE THAT THIS SUPPLEMENT I'OGETHER WITH THE MASTER AGREEMENT AND ANY OTHER EXHIBIT(S) AND SCHEDULE(S) CONSTITUTES THE AGREEMENT BETWEEN THE PARTIES. INITIALS: CUSTOMER: UNITED ASSET COVERAGE, INC.: Page 2 of 2 ~Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required to rcpair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation 420 Cheyenne Dr. Jackson, 'IN 38305 EQUIPMENT TO BE SERVICED: Type ~ Model Serial No; Svc Optiot~ PBX Lucent Technologies Merlin Legend 85 5/30/00 SUBTOTAl. $243.75 $243.75 NOTE: "PBX" or ',Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL TERMS OR CONDrrlONS: If any of the following special terms or provisions in this Supplement shall conflict or be inconsistent with any term or provlsico in thc Master Agreement, then the terms and provisions in this Supplement shall control. C. DESIGNATEI) SERVICE AGENT(S): I. Peter StUart D. SUBTOTAL QUARTERLY SITE CHARGES: $243.75 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAl. ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAl. SITE CHARGES: $243.75 Page t of 5 .Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and pans required to repair or replace specified equipment that has bccome defective or t~Jled through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation 2075 N. East Town Road Lima, OH 45807 EQUIPMENT TO BE SERVICED: Tree .Manufi'~cturc_r _Mode! Serial No. Svc Optio~ PBX Lt,cent Technologies Merlin Legend 85 Effective Date Olrlv Char~,e~s 5/30100 $ ! 96.00 SUBTOTAL $196.00 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box On[y" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAl,TERMS OR CONDITIONS: ifany o{.the following special tem~or provisions in this Supplement shall conflict or be inconsistent with any term or provision in the Master Agreement, then the terms and provisions in this Supplement shall control. C. DESIGNATED SERVICE AGENT(S): I. P~ter Stuart 2. Tcrcsa Strickland D. SUBTOTAL QUARTERLY SITE CHARGES: $196.00 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $196.00 Page 2 of 5 Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required to repair or replace specified equipment that hn~ become dcl~cctive or £ailcd through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation 626 Meadow View Road Bristol, TN 37620 EQUIPMENT TO lIE SERVICED: Tyr~_ Manufacturer Model Serial No. ~vc Option PBX l.ucen! Technologies Merlin Legend 85 ~ Otrlv Charges 5/30/00 $276.50 SUBTOTAL $276.50 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiling, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL 'I~RMS OR CONDITIONS: irany of the following special terms or provisions in this Supplemenl shall conflict or be inconsistent with any terra or provision in the Master Agreement, then the terms and provisions in this Supplement shall control. C. DESIGNATED SERVICE AGENT(S): I. Peter Stu'nrt 2. Teresa Striekland D. SUBTOTAL QUARTERLY SITE CitARGES: $276.50 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $276.50 Page 3 of 5 Exhibit A A, SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and p,'u'ts required to repair or replace specified equipment that has become defective or l'ailcd through normal wc,'u' and usage. SERVICE LOCATION: Balanced Care Corporation Outlook Pointe (~ Murt'rcesboro 3211 Memorial Blvd. Murfreesboro, 'IN 37129 EQUIPMENT TO BE SERVICED: T¥oe Manufacturer Model .Serial No. Svc Option _Ett~ctive Date Otrlv Charges PBX Lucent Technologies Merlin Legend 85 5/30/00 $1,026.00 VPU Lucent Technologies 85 5/30/00 $120.00 SUBTOTAL $ I, 146.00 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: Irany orlh¢ following special terms or provisions in this Supplemcnt shall conflict or b~ inconsistent wilh any term or provision in thc Mastcr Agrcemcnl, then thc terms and provisions itl this Supplement shall control. C. DESIGNATED SERVICE AGENT(S); 1. Peter Stuarl 2. 'l'cr~a Strickland D. SUBTOTAL QUARTERLY SITE CHARGES: $ I, 146.00 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CIIARGES: $1,146.00 Page 4 of 5 Exhibit A A. SERVICES, EQU/PMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required to repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation Outlook Pointc ~ Martinsburg 200 Gloucester Drivc Martinsburg, WV 25401 EQUIPMENT TO BE SERVICED: Tvve Manufacturer Mode.__~l Serild No. .Svc Option _Effective Date PBX Lucent Technologies Merlin I.cgcnd 85 5/30/00 VPU Lucent Technologies Lucent Merlin 85 5/30/00 Mail $805.20 $120.00 SUBTOTAL $925.20 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. Bo ADDITIONAl. SPECIAL TERMS OR CONDITIONS: If any of thc following special terms or provisions in thi~ Supplement shall conflict or be inconsistent with any term or provision in the Master Agreement, then the terms and provisions in Ibis Supplennent shall control C. DESIGNATED SERVICE AGENT(S): I. Teresa Strickland 2. Peter Stuart D. SUBTOTAl. QUARTERLY SITE CHARGES: $925.20 SUBTOTAl, ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAl. ONE-TIME ASSET WATCH CHARGES: $0,00 SUBTOTAl. SITE CHARGES: $925.20 E. TOTAL QUARTERLY RECURRING CHARGES: TOTAl. ANNUAL RECURRING CHARGES: TOTAl. ONE-TIME SETUP CHAR(iF.S: TOTAL ONE-TIME ASSET WATCH CHARGES: TOTAL CHARGES: $2,787.45 $11,149.80 $0.00 $0.00 $11.149.80 BY INITIALING BELOW YOU AGREE THAT THIS SUPPLEMENT TOGETHER WITH TIlE MASTER AGREEMENT AND ANY OTHER EXHIBIT(S) AND SCHEDULE(S} CONSTITUTES THE AGREEMENT BETWEEN THE PARTIES. CUSTOMER: UNITED ASSET COVERAGE, INC.: DATE: Page 5 of 5 Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required to repair or replace Sl~Cified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation 1215 Manor Drive Mcchanicsburg, PA ! 7055 EQUIPMENT TO BE SERVICED: Manufacturer Model Serial No. Svc O01ion Effective Datc Girly Char~es SUBTOTAL $0.00 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If~my of the following Sl~.cial terms or provisions in this Supplement shall conflict or be inconsistent with any term or provision in the Master Agreement, then the terms and provisions in this Supplement shall control for this Site. Upon Execution of this Agreemcnt, Exhibit A pages I-8, UAC will issue Balanced Car~ Corporation a check in the amount of $3,500 (THIRTY-FIVE HUNDRED DOLLARS AND ZERO CENTS) within thirty (30) business days of the signing of this Agreement by both parties. C. DESIGNATED SERVICE AGENT(S): I. Susan K.yle 2. D. SUBTOTAL QUARTERLY SITE CHARGES: $0.00 SUBTO'FAL ONE-TIME SET-UP CHARGES: S 1,250.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $1,250.00 Page I of 8 Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required to repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanccd Care Corporation 60 Pacelinc Circle Xcnia, OH 45385 F. OUIPMENT TO BE SERVICED: 'l',tpe Manuf~turer Mgd¢l $cri$1 No. Svc Option PER Comdial Avalon 85 Effec0ve Date Otrl¥ Char~es 2/28/01 $860.00 SUBTOTAL $860.00 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: lfany of the following special terms or provisions in this Suppl.ement shall conflict or be inconsistent with any term or provision in the Master Agn:ement, then the terms and provisions in this Supplement shall control for this Site. The initial service Term oft. his Agreement is for twe, nty-s~ven (27) months. C. DESIGNATED SERVICE AGENT(S): I. Susan Kyle 2. D. SUBTOTAL QUARTERLY SITE CHARGES: $860.00 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $860.00 Page 2 of 8 Exhibit A / A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required to repair or replace spccilied equipment that has become dcfcctivc or failed through normal wear and usage. SEI*,VICE LOCATION: Balanced Care Corporation Outlook Poinle at Evansville 3001 Galaxy Drive Evansville. IN 47715 EQUIPMENT TO BE SERVICED: Type Manufacturer Model Scrial No. Svc Option Effective Dale Qtrly Charges PBX Con, iai DXP 85 4/30/01 S801.98 PER Con'dial Avalon 85 4/30/01 S860.00 VPU Comdial AIISys-VM 85 4~30/01 SI 20.00 St I BTOTA L $ 1,781.98 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or stali'on-to-controllcr wiring coverage. ADDITIONAl. SPECIAL TERMS OR CONDITIONS: Irany of the following special terms or provisions in this Supplemcat shall conflict or be ioconsistcnt with any lorn1 or provision in thc Master Agrccmcnt, then Ibc Icrms and provisions in this Supplcn-,cnt ~hall control for this Site. Thc inilial scrvice Term oflhis Agreement is for twenty-five (25)months. C. DESIGNATED SERVICE AGENT(S}: I. Susan Kylc D. SUBTOTAl. QUARTERLY SITE CI IARGES: $1,78t .98 SUBTOTAL ONE-TIM E SET-UP CHARGES: $0.00 SUBTOTAl. ONE-TIME ASSET WATCIt CHARGF, S: $0.o(} SUBTOTAL SITE CHARGES: $1,781.98 Page 3 of 8 Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required to repair or replace specified equipmenl that has become defective or failed Ihrough normal we, ar sad usage. SERVICE LOCATION: Balanced Cate Corporation Outlook Pointc at Loyalsock 2985 Four Mile Drive Montoursville, PA 177:54 EQUIPMENT TO BE SERVICED: .[voc Manufacturer Model Serial No, Svc Oolion Eff~ctivg Date Otrlv Charges PBX Comdial DXP 85 9/30101 $427.50 PER Comdial Avalon 85 9/30/01 $860.00 VPU Comdial AIISys-VM 85 9/30/01 $120.00 SUBTOTAL $1,407.50 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. ADDITIONAL SPECIAL TERMS OR CONDITIONS: if any of thc following special terms or provisions in this Supplcmcnt shall conflict or be inconsistent with any term or provision in the Master Agreement, then the terms and provisions in this Supplement shall control for this Site. initial scrvicc Tcrm ofthls Agr~mcnt is for twenty (20) months. C. DESIGNATED SERVICE AGENT(S}: I. Susan Kyle 2. D. SUBTOTAL QUARTERLY SITE CHARGES: Sl,407.50 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $1,407.50 Page 4 0£8 Exhibit A ^ SERVICES. EQUIPMENT SPECIFICATIONS AND CHARGES: .~EI~VICES: Provide labor and parts required to repair or replace specified equipmen! that has become defective or failed Ihrough normal wear and usage. SEP, VICE LOCATION: Balanced Care Corporation Outlook Point¢ at Washington Township 8630 Washington Church Rd. Miamisburg, OH 45342 EQUIPMENT TO BE SERVICED: ~ Marlgfacturer i~ ~;;rial No. Svc Option ~ Qtrl¥ Char~cs PBX Comdial DXP 85 4/30/01 $744.50 PER Comdial Avalon 85 4/30/01 $860.00 VPU Comdial AIISys-VM 85 4130/01 $120.00 SUBTOTAL $ 1,724.S0 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory s~oragc units, power supply, control cards, station equipment, operator console, station.to-controller wiring, administration terminal and printer. "PBX t]ox Only" or "Key Box Only" includes the same equipment without station equipment or station-m-controller wiring coverage. B. ADDITIONAL SPECIAL TERMs OR CONDITIONS: If any of the following special let'ms or provisions in this Supplemcm shall conflict or be inconsistent with any term or provision in the Master Agreement, then the terms and provisions in this Supplcmcnt ~hall control for this Site. Thc initial service Term of this Agreement is for twenty-five (25) months. C. DESIGNATED SERVICE AGENT(S): t. Susan Kyle 2. D. SUBTOTAL QUARTERLY SITE CHARGES: $1,724.50 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-T1ME~.SSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $1,724.50 Page 5 of 8 Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and pans r~uirexi to repair or replace spo:ificd equipment that has become defective or failed through normal wear and usagc. .St'-;R VICE LOCATION: Balanced Care Corporation Outlook Pointc at Wcstervillc 690 Cooper Road Westcrvillc, OH 43081 - EQUIPMENT TO BE SERVICED: 'l'yp; ~ ~tod¢l ~erial No. Svc Ootion ~ Otrlv Chames I'P,X Comdial DXP 85 4/30/01 $744.50 I'ER Comdial Avalon 85 4130101 $860.00 VPU Comdial AIISys-VM 85 4130/01 $120.00 SUBTO'FAL $1,724.50 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply~ control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: if any of the following special terms or provisions in this Supplement shall conflict or be inconsistent with any term or provision in the Master Agreement, then the terms and provisions in this Supplement shall conlrol for this Site. The initial service Term of this Agreemenl is for twenly-five (25) months. C. DESIGNATED SERVICE AGENT(S): I. Susan Kyle 2. i). SUBTOTAL QUARTERLY SITE CHARGES: $1,724.50 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES; $1,724.50 Page 6 of 8 Exhibit A SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: .'-;ERV iCES: Provide labor and parts required to r~pair or rcplacc specified equipment that has becomc dcfcctivc or failcd 0~rough normal wear and usage. .'-;I-~RV ICE LOCATION: Balanced Care Corporation Outlook Pointe at Sagamore Hills 997 West Aurora Road Sagamore Hills, OH 44067 EQtJlPMENT TO BE SERVICED: ~.'y.~ Mapufacturer Model _Serial No. Svc Ootion ~ QIrty Chartres pBX Comdial DXP $5 4130101 $746.25 I'I.'~R Comdial Avalon 85 4~30~01 $g60.00 VPU Comdial AIISys-VM g5 4130101 $120.00 SUBTOTAl, $1,726.25 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, conlxol cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. I~ ADDFFIONAL SPECIAL TERMS OR CONDITIONS: If any of the following special terms or provisions in Otis Supplement .,;hall conflict or be inconsistent with any term or provision in the Master AIFcement. then the terms and provisions in this Supplement shall control for this Site. The initial service Term of this Agr~ment is for twenty-five (25) months. C. DESIGNATED SERVICE AGENT(S}: I. Susan Kyle SU[t'rOTAL QUARTERLY SITE CHARGES: $1,726.25 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $1,726.25 Page 7 of 8 Exhibit A ^. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICE~: Provide labor and parts required to repair or replace specified equipment tha! has become defeclive or failed Ihrough normal wear and usage, SERVICE LOCATION: Balanced Care Corporation Outlook Pointe at Knoxville 8024 Gl¢ason Drivc Knoxvillc, TN 3'/919 I':QtJIPMENT TO BE SERVICED: ):.y.p_~ Manufacturer Model Scria! No, Svc Oplion ]~ffcclivc, Date Otrlv Charges PBX Comdial DXP 85 4/30/0 ! $715.50 PER Comdial Avalon 85 4/30/01 $860.00 VPU Comdial AIISys-VM 85 4/30101 $120.00 SUBTOTAL Sl,695.50 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and Printer. "PBX Box Only" or "Key Box Only" includes thc same equipment without station equipment or station-to-controller wiring coverage. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any of thc following special terms or provisions in this Supplcmenl shall conflict or be inconsistent with' any term or provisionin Ihc Master Agreement, then thc terms and provisions in this Supplement shall control for this Site. Thc initial scrvic~ Term of this AD'cement is for twenty-five (25) months. DESIGNATED SERVICE AGENT(S): I Susan Kylc 2. SUBTOTAL QUARTERLY SITE CHARGES: $1,695,50 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: S0.00 SUBTOTAL SITE CHARGES: $1.695.50 TOTAL QUARTERLY RECURRING CHARGES: TOTAL ANNUAL RECURRING CHARGE~: TOTAL ONE-TIME SETUP CHARGES: TOTAL ONE-TIME ASSET WATCH CHARGES: TOTAL CHARGES: $!~92~23 $43,680.93 $1,2S0.00 $~00 $44,930.93 BY INITIALING BELOW YOU AGREE THAT THIS SUPPLEMENT TOGETHER WITH THE MASTER AGREEMENT AND ANY OTHER EXHIBIT(S) AND SCHEDULE(S) CONSTITUTES THE AGREEMENT BETWEEN THE PARTIES. INITIALS: ~ CUSTOMER: DATE:~q?-9~/~/ UNITED ASSET COVERAGE, INC.: :~ DATE: ~,)`t/O`. Page 8 of 8 Exhibit A ^. $1ZRVK;'I';S. EQ~ J l I'MENI' SPECIFICATIONS AND CI IARGES: S£RVICI-;$: Provide lnbor and pnrt.~ r~qtlircd [0 repair or replace .qpecificd equipment that ha.q become ttc{~cti'~e or failed tbl-otlgh normal Wear 'and u. sag~. SE RVICE LOCATION: Balmlc~d Care Corporation 3275 Wa.~hilxlzton Pike Bridgcville, PA I'i017 EQUI.PMENT '1'O BE SERVICED: Type Mm~d'scturer P~X Lucent Tcchnolo~ica Model Scrlal Nu, Svc Option ~,fl~ctive t)B{c - Otrlv ~hm-gcs Merlin I.~gmzd 85 4/8/00 $528.00 $UB'FOT~ $~28.00 NOTE: "PBX" of "Key" means the station cards, trunk cards, proce..~or, memory storage traits, power ~upply, control cards, station equipment, operator comsole, station,t0-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or atatioll-to-cnntrol|~r wiring coverage, ADDITIONAl, SPECIAU TERMS OK CONDI'HONS: If any of the followlog sp¢clal terms or pro¥i,-iona in this Supploa',cnt SBall contli¢l or be hl¢onsi~ent with any ~rm or provision in d~e Muszer Agreement. then the t~rrns and provisions i. Ikis Supplemrnt shall ¢orttrol. C, IOESIONAT~D SERVICE^GENT(S); 1. Peter Stuart 2. Robert Sutton D. ,qURTOTAL QUAKTERLY SITE CHARGES; SUBTOTAl, ON'~-'IIME SET-UP C! IAROE8: $LTJ~'I.'OTAL ONE.TIME ASSET WATCH CHARGES; SUBTOTAL SrTE CI-:L&RGES: $528,00 $0.oo $o.o0 E. TOTAl. QUAI'CTERI.Y RECURRING CHARGES: 'i'cYrAL ANNUAL, RECIYPd'ONG CTIARG£S: TOTAL ONF,-TIlvLE AS,lET WATCH Ci IAROES: TO'I'~I. CMA~GES: $328.00 $2,1 lZ. 00 $0.00 $2:1 IZ,O0 BY INITIAl,lNG BELOW YOU AGREE THAT TI IlS SUPPLEMENT TOGETIIE} AND ANY OTHER EXHIBrl'(S) AND SCI..IEI)LII..E(S) CONSTITUTES TI'Ill AGR CUSTOMER: UNITED ASSET COVERAGE, INC.: DATE: Page I of I SERVICE SUPPLEMENT PART I SERVICE SPECIFICATIONS EXHIBIT A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required to repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation 9880 Brockington Road Sherwood, AR 72120-3579 EQUIPMENT TO BE SERVICED: Type Manufacturer Model Serial No. Svc Option Qtrly Charges PBX Lucent Legend 85 $819/00 VPU Lucent Merlin Mail 85 $120.00 SUB-TOTAL $939.00 B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any of the following special terms or provisions in this Supplement shall conflict or be inconsistent with any term or_provision in the Master Agreement, then the terms and provisions in this Supplement shall control. ~'¥¥'e-¢:,~ / ~ e.. C. DESIGNATED SERVICE AGENT(S): 1. Robert Sutton 2. Peter Stuart D. SUBTOTAL QUARTERLY SITE CHARGES: $939.00 SUBTOTAL ONE-TIME SET-UP CHARGES: $150.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $1,089.00 ./ Page I of 3 SERVICE SUPPLEMENT PART I SERVICE SPECIFICATIONS EXHIBIT A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required to repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation 311 Camp Road Pocahontas, AR 72455-9131 EQUIPMENT TO BE SERVICED: Type Manufacturer Model Serial No. Svc Option Qtrly Charges PBX Lucent Legend 85 $702.00 VPU Lucent Merlin Mail 85 $120.00 SUB-TOTAL $822.00 B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any of the following special terms or provisions in this Supplement shall conflict or be inconsistent with any term or provision in the Master Agreement, then the terms and provisions in this Supplement shall control. ~'-.,~-Z',~¢:c/f',,, e (-2/- .~. 0 --~q~ C. DESIGNATED SERVICE AGENT(S): 1. Robert Sutton 2. Peter Stuart D. SUBTOTAL QUARTERLY SITE CHARGES: SUBTOTAL ONE-TIME SET-UP CHARGES: SUBTOTAL ONE-TIME ASSET WATCH CHARGES: SUBTOTAL SITE CHARGES: $822.00 $150.00 $0.00 $972.00 P'age 2 of 3 SERVICE S~'~pPLEMENT PART 1 SERVICE SPECIFICATION~ EXHIBIT A A. SERVICES, EQUI?MENT SPECIFICATIONS AND CHARGES: SERVIC 'F~: Provide labor and park~ requin;d to rep~h' or rcplae~ ~pecified equipment ~aL has become defective or failed through normal wear and usage. SERVICE LOCATION; Balanced C~we Corpor~ion 1401 East Moultri¢ Drvie 'fllythcvill¢, AR 72315-6822 EQUIPMENT TO BE SERVICED: Type M~nufacturer ~ Serial No, Svc option ~ PBX Lucent Leg,,nd g5 $726.00 VPU Lucent Merlin Mail 85 $120.00 SUB-TOTAL $846.00 B. ADDITIONAL SPECIAl. TERMS OR CONDITIONS: If any of the tbllowlng special terms or provisions in this Supplement shelf conflict or be inconsistent wkh any term or provision ht fl0e Master Agreement, then the terms and provisions in ~is Supplement sh~dl control. ~"~'~,ec",[c~,e C. DESIGNATED SERVICE AGENT(S); 1. Rob~r~ Sutton 2. Petcr Shmrt D. SUBTOTAl. QUARTERLY SITE CHARGES: S tJ ffI'OTAI. ONF_,-TIME SE'I-UP CHARGF~S: SUBTOTAl. ONE-TIME. ASSET W^TCH CHARGES: SUBT(YI'AL SITE CHARGES: ${{46.00 $150.00 $0.00 $996,00 E. TOTAL ANNUAL RECURRING CHARGES; 'IOTAL ONE-TIME SETUP CHARGES: TOTAL ONF.-TIME ASSET WATCH CI-LARGES: TOTAL CI'LAROES: ${0,428.00 $450.00 $0.00 $10,gTg.00 By INITIALING BELOW YOI ~ AGPd:;E THAT T}'IIS SUPI'LEM ENT T(.)GETHER WITH THE MASTER AGRE~'-MEN'f AND ANY OTHEI~. F. XH! BIT(S) AND SCHEDU1..E(S) CONSTITUTES THE AGREEMENT BETWEEN THE PARTIES' CUSTOMER: __ UNITED ASSET COVERAGE, INC..,: ,/ Page 3 o1'3 Sent ~y: HP La'sepJet 3100; 2155454218; Sep-15-99 4:56PM; Page .SERVICE SUPPLEMENT PART 1 $,F~VICE SPECIFICATION.q A. SERVICES, EQUIPMENT SPECIFI(:ATION$ AND CHARGES; SERVICES: Provide labor trod parts f~quircd ~0 repair or r~plac, G spo.:ifivd ~quipmcat that has bccomc dcfcctivc or failcd through normal wear and usage. SERVICE LOCATION: Balanced Cam Corporation 170 Red Fox Drive Dunc.~svillc, PA 16635.8338 EXHIBIT A l~OtJI PMENT TO BE SERVICED: Type Mano fu~tum'r Mod*l S~-ial No, PBX Si~en~Rotm 92~ 85 VPU Si~m PHML SE &PI4 85 $120.~ Hour SUBTOTAL $1,020.00 B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If Imy of thc Ibllowing special terms or provisJonz ha thb Suppl(:m~nt shall conflict or be inconsistent wifl~ any tcrm or provision in ~ho M~-r Asrmmoat. then the Lc-mas and provisioas ha this Supplemem shall control. C. DESIGNATED SERVICE AGENT(S): 1. P=L~ SLuart D. SUBTOTAL QUARTERt,Y SITE CHAROF~: $1,o20.00 SUBTOTAL ONF;-'rIME SKI'-UP CHARGES: S150.00 SUBTOTAl, ONE-'I'IMI:: ASSRT WATCH CHAROBS: S0,00 SUBTOTAL SITE, CI,IAROES: Si,170.00 / Page 1 of $ ent Bp:.Hp Laser Jet 3100; 2155454218; Sep-15-99 4:56PM; Page EXHIBIT A -SERVICE SUPPLEMENT PART 1 .SERVICE SPECIFICATIONS A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: S ..RVI(..ES: Provide labor and paris rcquimd to rcpaix or replace ~pccificd cquipmcnt that ha.~ hccomc dcf¢ciivc or failcd through nom~al wear and usage. · ~ERVIC:E I-CX.;A'I'ION: Balaaccd Care CorporatJoa 141 Chestnut Hill Drive Ravenna, OH 44266-3916 EQUIPMENT TO BE SERVICED: Type Manufacturer Model PBX Lucent T~chnologics M~rlia L~gcnd VPU Lucent Merlin Mall s~ia1310. .Svg O.p..[i.o.n Qtrly Charg~ 85 $592.75 85 $120.00 SL~TOTAL $712,75 B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If uny of~hc following ~ecial terncn or provisions in this Supplement ahall conflict or be inconsistent wflh any term or provision in the Ma.tier AgrecmenL t~en th~ terms and provisions in Supplement shall control, C. DESIGNATED SERVICE AGENT(S): !. P,~L~ Stuart I). SUB'IY,.}TAI. QLJAR'I'I-;RI.Y SITE CHARGES: $712.75 SUBTOTAL ON~TIME SI~'I'-UP CHARC}ES: $150.00 SUBTOTAL ON 'F.,-TIME ASSET WATCIt CI IARCiF..S: $0.00 SUBTOTAL SITE CHARGES: $862.75 Page 2 of 5 Sent HP LaserJet 3100; 2155454218; Sep-15-99 4:56PU; Page 4 EXHIBIT A $~RVICE SUPpLEI~ENT PART I SERVICE SPECIFICATIONS A. SERVICES, EQtJII'MENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and pars rcquir~ t~ repair or t~placc specified e4uipment that has become d¢l~ctiv~ or l~ilexi through normal wear and usage, SERVICE LOCATION: Balanced Ca~c Corporation 2010 Wallmr Lake l~oad Mansfield, OH 44906-1412 EQUIPMENT '1'O BE SERVICED: Twe Manufacturer Model PBX Lucent Tce, hnologio$ M~rlin Log~nd VPU Lucent Merlin Mail Serial 85 S500.75 85 $120,00 StJIaTOTAL $620.75 rt.. ADDITIONAl SPECIAl. TERMS OR (X)NDITION$: If any Ofthe following special terms or provisions in this Supplemcnt shall conllio or be inconsistent with any term or provision in the Ma~t~r Agr~'menL then the t~wrns and provisions in this Supple~nent shall control. C. DESICtNATED SERVICE AGENT(S): 1. Peter Smart D. SUBTO'FAI. QUARTERI.Y SITE CHARGES: $620.75 SUB'IX)'I'AL ONE.TIME SET-UP CHARGES: S150.00 StJB'IY)TAL ONE-TIME ASSET WATCH CHARGES; $0.00 SUBTOTAL SITE CHARGES: $770.75 Page 3 of 5 ent By': HP Laser Jet 3100; 2155454218j Sep-15-99 4:'56PM; Page EXHIBIT A SE RVICE SUPPLEMENT PART I _SERVICE ~;PECIFICATIONS A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor mid pexts required to rc'pai~ or replace specified equipment thai ~ become defective or failed Through norrrml wear and usage. SERVICE LOCATION: Balanced Care Corporation Mom~raln Home, AZ 72653-3421 EQUU'MENT TO BE SERVICED: ilYpe Manu~bx~tgrer Mode____! PBX I .ucent Tcchnologics Merlin Lcg~.nd VPU Lucent Merlin Mail Serial NE. Svc ornion ~ 85 $866.50 85 $120.00 SUBTOTAL $986.50 B. ADDITIONAl. SPECIAL TERMS OR CONDITIONS: Irony of Thc following spcciai terms or provisions in this Supplgment shall conflic~ or be lnconslstatt with my term or pmvislon in thc Master Agreement, then The terms and provisions in ~his Supplentent shull gonlroI, C. DESIGNATED SERVICE AGENT{S): I. Pctcr Smart D. SUBTOTAL QUARTERLY SITE CHARGES: $986.50 SUBTOTAL ONE-T~ SET-UP CHARGES: $150.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: SUBTOTAL SITE CHARGES: $ I, 136.50 '~age 4 of 5 Sent Ay: HP Laser Jet 3i00; 2155454218; Sep-15-99 4:57PM; Page 6 EXHIBIT A SERVICE' SUPPLEMENT PA RTI SERVICE SPECIFICATIONS A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGE,g: SERVICES; Pruvidc labor and parts required to repair or replace specifl~ equipment that ha.~ become defective or failed :brough normal we, ar and usage. SERVICE LOCATION: Baianccd Caze Corporation 100 Bringer Drive Maumcllc, AZ 72113-6882 EQUIPMENT TO BE SERVICED: Ty~= Manufavtur~r PBX Lucern Tcchnologics Mc, ziln J~gcnd VPU LucoI~t Merlin Mall ~ Qtrlv Char_ecs 85 $667.75 85 $120.00 SUBTOTAl. $787.75 B. ADDITIONA~ SPEC[AL TERMS OR CONDITIONS: If any ot'~hc following speci~] terms or provisions in ~hi$ -%pplcm~nt shall conflict or be inconsistent with any t~m o~ Frovision in thc Master Ag~cm~t, Ih~ thc Icrms and provisions in [his Supplement shall control. C. DE~I(iNA'I'ED SERVICE AGENT(S): 1, Pct~r'Stuart D. SUBTOTAL QUARTERLY SITE CHARGES: · $787,75 SUBTOTAL ONE-TIME SET-UP CIOd~GES: $130,00 SUBTOTAL ONE-TIME ASSb"F WATCH CHARGES: $0,00 SUBTOTAL SITE CHARGF_~: S937.7~ E. TOTAl. QUARTERLY RECURRYNG CHARGES: TOTAL ANNUAL RECURRING CHARGES: TOTAL ONF~'I'IME SETtJP CHARGF.,S: TOTAL ONE-TIME ASSET WATCH CHARGES: TOTAL CHAR(iES: S4,127.75 S16,511.00 S750.00 $0.00 Sl 7,261.00 BY IN I'IIALING BELOW YOU AOREI~ THAT 'I'HIS SUPPLEMENT TOGa'TIlER WITI 11'1 IE MASTER AG1LEEMENT AND ANY OTHER EXHiBIT(S) A/CD SCHEDULE(S) CONSTITUTES TH~ AGREEMENT BETWEEN TH]~ PARTIF~S. CUSTOMER: UNITED ASSET COVERA Gl~, I NC.: Page 5 of 5 ;ent B~: United Asset Coverage; 1 21 5545421 8; Jul-21-99 1:22PM; Page 2 SERVICE SUPPLEMENT PART 1 _SERVICE SPECIFICATIONS EXHIBIT A A. SERV ICES, EQUIPMENT SI'ECII:ICATIONS AND CHARt}ES: SERVICES: Provide labor and parts required iu repair or replacr specified equipment tha~ h~ brio,,,; det'~ctivc or lbrough normaJ w~r ~ usage. S 'E.R'V]CE I,OCATION; B~a~le.,~l Care Corpomtio. 3823 Lawndalc Driw Or~]ubom, NC 27408 EOUiI'~ TO BU. Ty~ M~u~ Mede{ ' Set{al PBX l,uc~n[ 1 ~g~d Syc Option 85 $600.00 ~IJB'I'O'I'AL $600.00 B. ADDITIONAL SPECIAl. TERMS OR CONDITIONS: Iffy of the following sp~:oia] ~rms or pray{sloes in this Supplc,n~ut shnll conflict or be Jncon~tcnt wit~ n~y ~rm or prov~on in I~¢ Master Agreement, t~c:n thc t~'ns ~u~d provisions in this St~pplen~-nt ~mll connol. C, DESIGNATED SERVICE AGENT(S): 1. Peter Stuart SUBTOTAL QUARTERLY Srl'E CHARGE3: ${E)0.00 SUBTOTAL ONE-TIME SIll'-UP CHARGE, S: $0.00 SUBTO'r.~J. ONF,-TIM~ ASS[iT WATCH CHARGES: $0.00 SUB1XYrAL SITE CHARGES: $600.00 / Page I or2 Sent United Asset Coverage; 12155454218; Jul-21 -99 1:23PM; Page 3/4 PART I SE~RV ICE SPECIFICATIONS EXHIBIT A, SERVICES, I-'.QIJIPMENT SPECIFICATIONS AND CHARGES: SER. VICE2q: l~ovide labor and parts mqukcd to ~r or ropl~ ~ificd ~uipmcnt throu~ norm~ w~ ~d u~ge. ~RVI~ LOCA~ON: B~d ~ Colorlon 4~2 H~i~g~ Ro~ D~I~ VA 24~41 EQtJIPlVlF, NT TO BE -qF_,,RV ICED: ~ ~ ~dndel S~-isl No. SX¢ (}ption Qtrlv Char_uts PBX Rolm 9200-230 tls $1,! ] 0.00 SIJBTOTAL $1,110,00 B. ADDITIONAL SPECIAL TtLR_MS OR CONDITIONS: ff any of Ibc i'ol~owing Special terms or provisions in this b'uPpl~lent shull ~anlli,~t ar I~ ineo,~sistont w~h any term or provision in thc Masu= Agreemcnl, then thc terms ~d provisions in lids Suppl~a~nt shall oordrol. f2. DESlClN~TE..D SIqRVICE AOENT(S): 1, P~I~ Sm~-t D. SUBTOTAl. QUARTERLY SITE CHARGES: SUBTOTAL ONE-TIM F. SET-UP CHARGES: SIJltTO'rAL ONE-TIME ASSI,,'T WATCH C}IARGBS: SUBTOTAL srl~. CHAIIOE$: TOTAL ANNUAl, RECURRING fJHA.RCi. ES: TOTAL ONE-TIME SETUP CHARGES: TOTAL ONE-TIIVlE ASSET WATCH C]IAROF.',$: TOTAL CHARGES: $6.840.00 $150.00 $0.00 $6,9P0.00 BY ]ivrI'iALINO BELOW 'YOU AGREE, 'll-IAT 'fl-}IS SUPPLEMENT TOG~;THER WITH TH]~ MASTF. R AGREEMENT AND ANY OTI IER EXHIBIT(S) AND SCHEDULF,(S) CONSTITUTES TH~ AGRIZEMENT BETWE, E,N 'l'l~B PARTIES. INITIALS: CUSTOM~R: UNITF-.D ASSET COVERAGE, INC.: / Page 2 of 2 Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required to repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation 1046 N. Jefferson Street Medina, OH 44256 EQUIPMENT TO BE SERVICED: Type Manufacturer Model Serial No. Svc Option Effective Date Otrlv Charges PBX Lucent Technologies Merlin Legend 85 4/30/00 $867.30 VPU Lucent Technologies Merlin Mail 85 4/30/00 $i20.00 SUBTOTAL $987.30 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any of the following special terms or provisions in this Supplement shall conflict or be inconsistent with any term or provision in the Master Agreement, then the terms and provisions in this Supplement shall control. C. DESIGNATED SERVICE AGENT(S): 1. Peter Smart 2. Teresa Strickland D. SUBTOTAL QUARTERLY SITE CHARGES: $987.30 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $987.30 Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required to repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation 2075 N. East Town Road Lima, OH 45807 EQUIPMENT TO BE SERVICED: Type Manufacturer Model Serial No. Svc Option Effective Date Qtrl¥ Chart, es PBX Lucent Technologies Merlin Legend 85 4/30/00 $540.00 VPU Lucent Technologies Merlin Mail 85 4/30/00 $120.00 SUBTOTAL $660.00 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any of the following special terms or provisions in this Supplement shall conflict' or be inconsistent with any term or provision in the Master Agreement, then the terms and provisions in this Supplement shall control. C. DESIGNATED SERVICE AGENT(S): I. Peter Stuart 2. Teresa Strickland D. SUBTOTAL QUARTERLY SITE CHARGES: $660.00 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $660.00 Page 3 of 4 Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required to repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation 626 Meadow View Road Bristol, TN 37620 EQUIPMENT TO BE SERVICED: Type Manufacturer Model PBX Lucent Technologies Merlin Legend VPU Lucent Technologies Merlin Mail Serial No. Svc Option Effective Date Qtrl¥ Charges 85 4~30/00 $417.60 85 4/30/00 $120.00 SUBTOTAL $537.60 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, adminislxation terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any of the following special terms or.provisions in this Supplement shall conflict or be inconsistent with any term or provision in the Master Agreement, then the terms and provisions in this Supplement shall control. C. DESIGNATED SERVICE AGENT(S): I. Peter Smart 2. Teresa Strickland D. SUBTOTAL QUARTERLY SITE CHARGES: ' $537.60 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $537.60 E. TOTAL QUARTERLY RECURRING CHARGES: TOTAL ANNUAL RECURRING CHARGES: TOTAL ONE-TIME SETUP CHARGES: TOTAL ONE-TIME ASSET WATCH CHARGES: TOTAL CHARGES: $3,275.10 $13,100.40 $0.00 $0.00 $13,100.40 BY INITIALING BELOW YOU AGREE THAT THIS SUPPLEMENT TOGETHER WITH THE MASTER AGREEMENT AND ANY OTHER EXHIBIT(S) AND SCHEDULE(S) CONSTITUTES THE AGREEMENT BETWEEN THE PARTIES. INITIALS: ~ CUSTOMER: UNITED ASSET COVERAGE, INC.: DATE: Page 4/of 4 -:nt By: HP Laser Jet 3100; 21 5545421 Nov-g-g9 5:04PM; Page 3 SERVICE SUPPLEMENT PART ! SERVICE SPECIFICATIONS E~I'I' A A. SERVICES, EQLJIPMFNT SPECIFICKI'IONS AND CI-L~R. GES; SERVICES: Provide labor and ports required to repair or replaac spccifiod equipment that ha~ become defective or failed through normal were' and usage. SERVICE [,OCATION: Balm~ced Car~ Corporation 2101 Deyedy Ave. 14arrisonburg. VA 22501-8020 EQUIPMENT TO BE SERVICRD: Ty~c Manufacturer Modcl PRX Siemen~Rolm 9200-230 VPU Sicmcns/Rohn PHML SE 8-P/4 HR Serial No. Svc Optio¢ Otclv Cha~zcs 85 $1,094.50 85 $240.00. SUBTOTAL $ 1,334.50 B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: lfany of thc tbllowiag special tc~ms or ptovisions in this Supplcn~mt shall conflict or be inconsistent with any ~-~'m or provLmien }n thc Master Agreement. then the terms and provisions in ~his Supplcmcntdudlconu'ol. ,~-~. 2f , e a ,,[ t. o e (~ ¢¥~ /a..a4 ,~'5'~ ) 9 ~ ~ C. DESIGNATED .SERVICE AGENT(S): l. Pctcr Stuart D. SuB'rOTAL QUARTERLY Sl'l~ CHAI~GF~: $1,334.$0 SUBTOT~tL ONE-T{ME SET. UP C1-LAKOE$: $0.00 SUBTOTAL O'NF_,-TIME ASSET WATCH CHARGES: S0.00 StIBlX. rrAL SITE CH~MROES: $1,334.50 E. 'IOTAL QUAR'rERt,Y RECUR_R_rNG CIIAROES: 'IXYI'AL AI'~NUAL RECURKINO CH~tRGES: TOTAL ONE;-'['[ME SETUP Ci-IAKGES: TOTAL ONE-TIM~, ASSET WATCH CHARGES: TOTAL CHARGES: $1,334.50 $5,338.00 $0.00 $0.00 $5,338.00 BY INITIALING BEI.,OW YOU AGREE THAT THIS SUPPLEMENT TOGETHER WITH THE MASTER AGREEMENI' AND ANY OTHER EXHIBIT{S) AND SCHEDULE(S) CONSTITUTES THE AGREEMENT BETWEEN THE PAR. TI .F,S. INITIALS: . CUSTOMER: ~""~ UNITED ASSET COVERAGE, INC.: Page I of 1 Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required to repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation 104 Pappan Business Drive Beaver Falls, PA 15010 EQUIPMENT TO BE SERVICED: Type Manufacturer PBX Lucent Technologies VPU Lucent Technologies Model Serial No. Svc Option Effective Date Qtrly Charges Merlin Legend 85 4/30/00 $922.50 Merlin Mail 85 4/30/00 $120.00 SUBTOTAL $1,042.50 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any oft. he following special terms or provisions in this Supplement shall conflict or be inconsistent with any term or provision in the Master Agreement, then the terms and provisions in this Supplement shall control. C. DESIGNATED SERVICE AGENT(S): 1. Teresa Strickland 2. Peter Stuart D. SUBTOTAL QUARTERLY SITE CHARGES: $1,042 SUBTOTAL ONE-TIME SET-UP CHAKGES: SC SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $£ sUBTOTAL SITE CHARGES: $1,042 E. TOTAL QUARTERLY RECURRING CHARGES: TOTAL ANNUAL RECURRING CHARGES: TOTAL ONE-TIME SETUP CHARGES: TOTAL ONE-TIME ASSET WATCH CHARGES: TOTAL CHARGES: $1;04: $4,171 $~ $4,17~ BY INITIALING BELOW YOU AGREE THAT THIS SUPPLEMENT T£ AND ANY OTHER EXHIBIT(S) AND SCHEDULE(S) CONSTITUTES INITIALS: CUSTOMER: ~UNITED ASSET COVERAGE, INC.: DATE: ,5~. 90' 6.>0 / Page I of I EXHIBIT A SERVICE SUPPLEMENT PART I SERVICE SPECIFICATIONS A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required to repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation 420 Cheyenne Dr. Jackson, TN 38305 EQUIPMENT TO BE SERVICED: Type Manufacturer Model Serial No. Svc Option Qtrly Char~,e~ PBX Lucent Technologies Merlin Legend 85 $699.50 VPU Lucent Technologies Merlin Mail 85 $120.00 SUBTOTAL $819.50 B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any of thc following special terms or provisions in this Supplement shall conflict or be inconsistent with any term or provision in thc Master Agreement, then thc terms and provisions in this Supplement shall control, a~'~'~ ~-c~ ,'t9~ /~D. :~/_ ~ c~ C. DESIGNATED SERVICE AGENT(S): 1. Peter Stuart D. SUBTOTAL QUARTERLY SITE CHARGES: $819.50 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $819.50 E. TOTAL QUARTERLY RECURRING CHARGES: TOTAL ANNUAL RECURRING CHARGES: TOTAL ONE-TIME SETUP CHARGES: TOTAL ONE-TIME ASSET WATCH CHARGES: TOTAL CHARGES: $819.50 $3,278.00 $0.00 $0.00 $3,278.00 BY INITIALING BELOW YOU AGREE THAT THIS SUPPLEMENT TOGETHI AND ANY OTHER EXHIBIT(S) AND SCHEDULE(S) CONSTITUTES THE AG INITIALS: CUSTOMER: UNITED ASSET COVERAGE, INC.: / Page I of I Exhibit A - Revised A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required to repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation Outlook Pointe at Centerville Centerville, OH EQUIPMENT TO BE SERVICED: Type Manufacturer Model Serial No. Sve Option Effective Date Qtrly Charges PBX Comdial. DXP 85 8/31/01 $898.00 PER Comdial Avalon 85 8/3 !/01 $860.00 VPU Comdial AIISys-VM 85 8/31/01 $120.00 SUBTOTAL $1,878.00 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, .control' cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any of the following special terms or provisions in this Supplement shall conflict or be inconsistent with any term or provision in the Master Agreement, then the terms and provisions in this Supplement shall control for this Site. The initial Service Term of this Agreement is for twenty-one (21) months C. DESIGNATED SERVICE AGENT(S): 1. Susan Kyle 2. D. SUBTOTAL QUARTERLY SITE CHARGES: $1,878.00 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $1,878.00 Page 8 of 9 Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and pans required to repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation Outlook Pointe Treasures at Hendersonville 1020 Carrington Place Hendersonvi!le~ TN 37075 EQUIPMENT TO BE SERVICED: Type Manufacturer Model Serial No. Svc Option Effective Date QtrlY Charges PBX Comdial DXP 85 7/31/01 $1,344.00 PER Comdial Track-S2W 85 7/31/01 $30.00 VPU Comdial AIISys-VM 85 7/31/01 $120.00 SUBTOTAL $1,494.00 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any of the following special terms or provisions in this Supplement shall conflict or be inconsistent with any term or provision in the Master Agreement, then the terms and provisions in this Supplement shall control for this Site. The Initial Service Term of this Agreement is for twenty-two (22) months C. DESIGNATED SERVICE AGENT(S): 1. Susan Kyle D. SUBTOTAL QUARTERLY SITE CHARGES: $1,494.00 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $1,494.~'' Page 1 of 9 Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and pans required to repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation Four Mile Drive & Warrensville Rd Williamsport, PA 17708 EQUIPMENT TO BE SERVICED: Type Manufacturer Model PBX Comdial DXP PER Comdial Tracker LT 2 Watt VPU Comdial AIISys-VM Serial No. Svc Option Effective Date Otrlv Charges 85 9/30/01 $1,392.00 85 9/30/01 $30.00 85 9/30/01 $120.00 SUBTOTAL $1,542.00 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. A~DDITIONAL SPECIAL TERMS OR CONDITIONS: if any of the following special terms or provisions in this Supplement shall conflict or be inconsistent with any term or provision in the Master Agreement, then the terms and provisfons in this Supplement shall control for this Site. The Initial Service Term of this Agreement is for twenty (20) months C. DESIGNATED SERVICE AGENT(S): 1. ' Susan Kyle D. SUBTOTAL QUARTERLY SITE CHARGES: $1,542.00 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $1,542.00 Page 2 of 9 Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required to repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation Outlook Pointe at Kingsport 800 Teasel Drive Kingsport, TN 37660 EQUIPMENT TO BE SERVICED: Type Manufacturer Model PBX Comdial DXP PER Comdial Tracker LT 2 Watt VPU Comdial AIlSys-VM Serial No. Svc Option Effective Date Otrlv Charges 85 5/31/01 $1,372.80 85 5/31/01 $30.00 85 5/31/01 $120.00 SUBTOTAL $1,522.80 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any of the following special terms or provisions in this Supplement shall conflict or be inconsistent with any term or provision in the Master Agreement, then the terms and provisions in this Supplement shall control for this Site. The Initial Service Term of this Agreement is for twenty-four (24) months Do DESIGNATED SERVICE AGENT(S): 1. Susan Kyle SUBTOTAL QUARTERLY SITE CHARGES: $1,522.80 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $1,522.80 Page 3 of 9 Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and pans required to repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation Outlook Pointe at Lebanon Norman Drive & Cornwall Road Lebanon, PA 17042 EQUIPMENT TO BE SERVICED: Type Manufacturer Model PBX Comdial DXP PER Comdial' Tracker LT 2 Watt VPU Comdial AllSys-VM Serial No. Svc Option Effective Date Otrlv Chames 85 7/31/01 $1,248.00 85 7/31/01 $30.00 85 7/31/01 $120.00 SUBTOTAL $1 ;398.00 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any of thc following special terms or provisions in this Supplement shall conflict or be inconsistent with any term or provision in the Master Agreement, then the terms and provisions in this Supplement shall control for this Site. The Initial Service Term of this Agreement .is for twenty-two (22) months C. DESIGNATED SERVICE AGENT(S): 1. Susan Kyle D. SUBTOTAL QUARTERLY SITE CHARGES: $1,398.00 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $1,398.00 Page 4 of 9 Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and pans required to repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation Outlook Point at Morristown 2161 Walters Drive Morristown, TN 37813 EQUIPMENT TO BE SERVICED: Type Manufacturer Model PBX Comdial DXP PER Comdial Tracker Base Unit, Visiplex VPU Comdial AIlSys-VM Serial No. Svc Option Effective Date Otrly Char~es 85 6/30/01 $1,449.60 85 6/30/01 $30.00 85 6/30/01 $120.00 SUBTOTAL $1,599.60 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. Bo ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any of the following special terms or provisions in this Supplement shall conflict or be inconsistent with any term or provision in the Master Agreement, then the terms and provisions in this Supplement shall control for this Site. C° The Initial Service Term of this Agreement is for twenty-three (23) months DESIGNATED SERVICE AGENT(S): 1. Susan Kyle 2. Do SUBTOTAL QUARTERLY SITE CHARGES: $1,599.60 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $1,599.60 Page 5 of 9 Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required to repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation Outlook Pointe at Oak Ridge 734 Emery Valley Road Oak Ridge, TN 37830 EQUIPMENT TO BE SERVICED: Type Manufacturer Model Serial No. Svc Option Effective Date PBX Comdial DXP 85 6/30/01 PER Comdial Tracker LT 2 85 6/30/01 Watt VPU Comdial AIISys-VM 85 6/30/01 SUBTOTAL Qtrly Charges $1,430.40. $30.00 $120.00 $1,580.40 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any of the following special terms or provisions in this Supplement shall conflict or be inconsistent with any term or provision in the Master Agreement, then the terms and provisions in this Supplement shall control for this Site. The Initial Service Term of this Agreement.is for twenty-three (23) months C. DESIGNATED SERVICE AGENT(S): 1. Susan Kyle 2. D. SUBTOTAL QUARTERLY SITE CHARGES: $1,580.40 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $1,580.40 Page 6 of 9 Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required to repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation Outlook Pointe at Shippensburg 129 Walnut Bottom Road Shippensburg, PA 17257 EQUIPMENT TO BE SERVICED: Type Manufacturer Model PBX Comdial DXP PER Comdial Tracker Plus 2 Watt VPU Comdial AIlSys-VM Serial No. Svc Option Effective Date Qtrly Charges 85 3/31/01 $1,344.00 85 3/31/01 $30.00 85 3/31/01 $120.00 SUBTOTAL $1,494.,00 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any of the following sPecial terms or provisions in this Supplement shall conflict or be inconsistent with any term or provision in the Master Agreement, then the terms and provisions in this Supplement shall control for this Site. The Initial Service Term of this Agreement is for twenty-six (26) months C. DESIGNATED SERVICE AGENT(S): 1. Susan Kyle D. SUBTOTAL QUARTERLY SITE CHARGES: $1,494.00 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $1,494.00 Page 7 of 9 Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required to repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation Outlook Pointe at Centerville Centerville, OH EQUIPMENT TO BE SERVICED: Type Manufacturer Model Serial No. Svc Option Effective Date PBX Comdial DXP 85 8/31/01 PER Comdial Tracker LT 2 85 8/31/01 Watt VPU Comdial AllSys-VM 85 8/31/01 SUBTOTAL Qtrly Charges $1,728.00 $30.00 $120.00 $1,878.00 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any of the following special terms or provisions in this Supplement shall conflict or be inconsistent with any term or provision in the Master Agreement, then the terms and provisions in this Supplement shall control for this Site. The Initial Service Term of this Agreement is for twenty-one (21) months C. DESIGNATED SERVICE AGENT(S): 1. Susan Kyle 2. D. SUBTOTAL QUARTERLY SITE CHARGES: $1,878.00 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $1,878.00 Page 8 of 9 Exhibit A A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and pans required to repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation Outlook Pointe at Chesterfield 1000 Twin Ridge Lane Richmond, VA 23235 EQUIPMENT TO BE SERVICED: Type Manufacturer Model PBX Comdial DXP PER Comdial Tracker LT 2 Watt VPU Comdial AIISys-VM Serial No. Svc Option Effective Date Qtrly Charges 85 5/31/01 $1,344.00 85 5/31/01 $30.00 85 5/31/01 $120.00 SUBTOTAL $1,494,00 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any of the following special terms or provisions in this Supplement shall conflict or be inconsistent with any term or provision in the Master Agreement, then the terms and provisions in this Supplement shall control for this Site. The Initial Service Term of this Agreement is for twenty (20) months Upon execution of this Agreement Exhibit A pages 1-15, UAC will issue you a check in the amount of $10,000 within thirty (30) business days of the signing of this Agreement by both parties. DESIGNATED SERVICE AGENT(S): 1. Susan Kyle 2. SUBTOTAL QUARTERLY SITE CHARGES: $1,494.00 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $1,494.00 TOTAL QUARTERLY RECURRING CHARGES: TOTAL ANNUAL RECURRING CHARGES: TOTAL ONE-TIME SETUP CHARGES: TOTAL ONE-TIME ASSET WATCH CHARGES: TOTAL CHARGES: $14,002.80 $56,011.20 $0.00 $0.00 $56,011.20 BY INITIALING BELOW YOU AGREE THAT THIS SUPPLEMENT TOGETHER WITH THE MASTER AGREEMENT AND ANY OTHER EXHIBIT(S) AND SCHEDULE(S) CONSTITUTES THE AGREEMENT BETWEEN THE PARTIES. INITIALS: CUSTOMER: DATE: Page 9 of 9 Exhibit A - Revised A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required to repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Cnr~ Corporation Outlook Pointe Treasures at Hendcrsonvillc i020 Cnrringtoo Place Hcndcrsonvillc, TN 37075 EQUIPMENT TO BE SERVICED: Type Manufacl~lr~ ~ .Seri01 NO. ~vc Ootiolq ~ Girly Charges PBX Comdial DXP 85 7/31/0 i $514.00 PER Comdial Avalon 85 7/3 I/01 $860.00 VPU Comdial AIISys-VM 85 7/31/01 $120.00 SUBTOTAL $ i ,494.00 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any of the following special terms or provisions in this Supplement ·hall conflict or be inconsistent with any term or provision in the Master Agreement, then the terms and provisions in &is Supplement ~shall control for this Site. Thc initial Service Term of this Agreement is for twenty-two (22) months C. DESIGNATED SERVICE AGENT(S): I. Susan Kyle D. SUBTOTAL QUARTERLY SITE CHARGES: $1,494.00 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TiME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $ {,494.00 Page I of 9 Exhibit A - Revised A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts rcquir~ to repair or replace specified equipment that has become defective or failed Uwough normal wear and usage. SERV ICE LOCATION: Balance..d Care Corporation Four Mile Drive & Warrensville Rd Williamspori, PA 17708 EQUIPMENT TO BE SERVICED; Type Manufactur~:r ~ ~ Svc Oution ~ O~rlv CharEe~ PBX Comdiai DXP 85 9/30/01 1;$62.00 PER. Comdial Avalon 8:5 9/30/01 1;860.00 VPU Comdial AIISys-VM 85 9/30/01 1;120.00 SUBTOTAL $ 1,542.00 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any of thc following special t~mns or provisions in this Supplement shall conflict or be inconsistent with any term orpmvision in the Master Agreement, then thc terms and provisions in this Supplement shall control for this Site. Thc initial Service Term of this Agreement is for twenty (20) months C. DESIGNATED SERVICE AGENT(S): 1. Susan Kyle D. SUBTOTAL QUARTERLY SITE CHARGES: $1,542.00 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHAROES: $0.00 SUBTOTAL SITE CHARGES: $ !,.~42.00 Page 2 of 9 Exhibit A - Revised A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required Io repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Car~ Corporation Outlook Pointc at Kingsport 800 Teasel Drive Kingsport, TN 37660 EQUIPMENT TO BE SERVICED: True Manufac~u~ Model Serial NO, ~ gffective Dqte Otrlv Char£es PBX Comdial DXP 85 5/3{/0{ $542.80 PER Comdial Avalon 85 5/31101 $860.00 VPU Comdiai AIISys. VM 85 §/31/01 $1:20.00 SUBTOTAL $ !,522.80 NOTE: "PBX" or "Key" means the station cards, lrunk cards, processor, memory storage units, power supply, control cards, station equipment, ol~rator console, station-to~ontroller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes lhe same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: Ifany of thc following special terms or provisions in this Supplement shall conflict or be in¢Onsistont with any term or provision in the Master Agreement. then tho terms and provisions in this Supplement shall control for this Site. Thc initial Service Term of this Agreement is for twcmy-four (24) months C. DESIGNATED SERVICE AGENT(S): !. Susan Kyle D. SUBTOTAL QUARTERLY SITE CHARGES: $1,522.80 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: Page 3 of 9 Exhibit A - Revised A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required (o repair or replace specified equipment that has become defective or failed through normal wear and usage, SERVICE LOCATION: Balanced Care Corporation Outlook Point¢ at Lcbanon Norman Drive & Cornwall Ro~ L~banon, PA 17042 EQUIPMENT TO BE SERVICED: 1'~¢ ~ Model ~ Svc Ootion ~ ~ PBX Comdial DXP 85 7/3 I/0 i $418.00 PER Comdial Avalon 85 7/31/01 $860.00 VPU Comdial AIISy~-VM g$ 7131/01 $120.00 SUBTOTAL $1,398.00 NOTE: "PBX" or "Key" means thc station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any of thc following special terms or provisions in this Suppl~ncn! shall conflict or be inconsistent with any term or provision in thc Mas~cr Agrc=ment, thcn thc tcnm and provisions in this Supplement.shall control for this Site. Thc initial Service Term of this Agreement is/'or Iwcnty-two (22) months C. DESIGNATED SERVICE AGENT(S): I. Susan Kyle 2. D. SUBTOTAL QUARTERLY SITE CHAROES: $1,398.00 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHAROES: $0.00 SUBTOTAL SITE CHAROES: $1,398.00 Page 4 of 9 Exhibit A - Revised A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and pans required to repair or replace specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation Outlook Point al Morristown 2161 Walters Drive Morristown, TN 37813 EQUIPMENT TO BE SERVICED: Tv_ue Manufacturel' Model ,Serial No. vcO~S.~...Ql~ ~ C. Qlr. ly_.Qh~d{~ s PBX Comdial DXP 85 6~30/01 $619.60 PER Comdial Avalon g5 6/30/01 $860.00 VPU Comdial AIISys-VM 85 6130101 $120.00 SUBTOTAL $1,599.60 NOTE: "PBX" or"Kef means the station cards, trunk cards, processor, memory storage units, power supply, control' cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any of the following special t~rms or provisions in this Supplement shall conflic~ or be inconsistent with any lerm or provision in the Master Agreement, then the terms and provisions in this Supplement shall control for this Thc initial Scrvicc Tcrm of this AgrcClnCnt is for twent¥othr~¢ (2]) months C. DESIGNATED SERVICE AGENT(S): 1. Susan Kyle 2. D. SUBTOTAL QUARTERLY 8rrE CHARGES: $1,599.60 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $1,599.60 Page 5 of 9 Exhibit A - Revised A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts requircd to repair or replace specificd equipmcnt that has become dcfective or failed through normal wear and usage. SERVICE LOCATION: Balanced Cart Corporation Outlook Pointe al Oak Ridg~ 734 Emery Valley Road Oak Ridge, TN 37830 EQUIPMENT TO BE SERVICED: Type Manufacturer ~ Serial No, ~ ~ Otrly Charges PBX Comdial DXP 85 6/30/0 i $600.40 PER. Comdiai Avalon 85 6/30101 $860.00 VPU Comdial AIISys-VM 85 6/30/01 $120.00 SUBTOTAL $1,$80.40 NOTE: "PBX" or "Key" means thc station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipmcnt, operator console, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any of thc following speCial terms or provisions in this Supplement shall conflict or be inconsistent with any term-or provision in the Master Agreement, then the terms and provisions in this Supplemen{ shall control for ~his Site, Thc initial Service Term of this Agreement is for twenty-~hrec (23) months C. DESIGNATED SERVICE AGENT(S): I. Susan Kylc D. SUBTOTAL QUARTERLY SITE CHARGES: $1,580.40 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $1,580.40 Page 6 of 9 Exhibit A - Revised A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and parts required to repair or replaee specified equipment that has become defective or failed through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation Outlook Point¢ at Shippensburg 129 Walnut Bottom Road Shippensburg, PA 17257 EQUIPMENT TO BE SERVICED: ~ Manufilcturer Model Serial NO, Svc Outioll ~ ~ PBX Comdial DXP 85 3/31/01 $514.00 PER Comdial Avalon 85 3/31/0 i $860.00 VPU Comdial AIISys-VM 85 3/31/01 $120.00 SUBTOTAL $1.494.00 NOTE: "PBX" or"Key" means thc station cards, trunk cards, processor, memory storage units, power supply, control cards, station equipment, operator ¢onzol¢, station-to-controller wiring, administration terminal and printer. "PBX Box Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: If any of the following special terms or provisions in this Supplement shall conflict or be inconsistent with any term or provision in the Master Agreement, then the terms and provisions in this Supplement shall control for this Site. 1'he initial Service Term of this Agreement is for twenty-six (26) months C. DESIGNATED SERVICE AGENT(S): 1. Susan Kyl¢ 2. D. SUBTOTAL QUARTERLY SITE CHAROES: $1,494.00 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHAROES: $1,494.00 Page 7 of 9 Exhibit A - Revised A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES: SERVICES: Provide labor and partz requital t~ repair or replace specified equipment that has become dcfcmivc or failed through normal wcar and usage. SERVICE LOCATION: Balanced Care Corporation Outlook Pointc at Ccntcrvillc Centervillc, OH EQUIPMENT TO BE SERVICED: Type Manufacturer Model Serial No; Svc Ootion Effective Date Otrl¥ Char~1:s PBX Comdial DXP 85 8/3 i/01 $898.00 PER Comdiai Avalon 85 8/3 I/01 $860.00 VPU Comdial AIISys-VM 85 8/31101 $120.00 SUBTOTAL $1,878.00 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage uui~ power supply, control cards, station equipment, operator console, station-to-controller wiring, administration terminal and printer. "PBX BoX Only" or "Key Box Only" includes the same equipment without station equipment or station-to-controller wiring coverage. ADDITIONAL SPECIAL TERMS OR CONDITIONS: lfnny of the following special terms or provisions in this Supplement shall conflict or be inconsistent with nny t~rm or provision in the Mns~r Agreement, then the terms and provisions in this Supplement shall control for this Site. The initial Service Term of this Agmemcnt is for twenty-enc (21) months DESIGNATED SERVICE AGENT(S): I. Susan Kyle 2. SUBTOTAL QUARTERLY SITE CHARGES: $1,878.00 SUBTOTAL ONE-TIME SET-UP CHARGES: $0.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0.00 SUBTOTAL SITE CHARGES: $1,875.00 Page 8 of 9 E.~xhibit A - Revised A. SERVICES, EQUIPMENT SPECIFICATIONS AND CHARGES:, SERVICES: Provide labor and pans required to repair or replace -~p~cified through normal wear and usage. SERVICE LOCATION: Balanced Care Corporation Outlook Pointe at Chesterfield 1000 Twin Ridge Lane Richraond, VA 23235 equipraent that has become defective or failed EQUIPMENT TO BE SERVICED: PBX Coradial DXP PER Coradlal Avalon 85 5/31/01 $514.00 85 5/31/01 VPU Coradial AIISys. VM $860.00 85 5/31/01 $120.00 SUBTOTAL $1,494.00 NOTE: "PBX" or "Key" means the station cards, trunk cards, processor, memory storage units, cards, station equipment, operator consol · . B.ox. Only" or "Key Box Only" include° ~e:s.~o_n to .controller wiring, administratio, ,~._~__,pow. er supply, control w~nng coverage. ~ -,~ ~,ame equtpment without stat; ....... .,.~,.,mmat eno printer. "PBX -"~- ~qmprnent or station-to-controller B. ADDITIONAL SPECIAL TERMS OR CONDITIONS: Ifany of the following special terms or provisions in this Supplement shall conflict or be inconsistent with any term or provision in the Master Agreeraent, then the terms a~d Provisions in thi~ Supplement shall control for this Site. Thc initial Service Terra ofthLs Agreement is for twenty-four (24) months C. DESIGNATED SERVICE AGENT(S): I. Su~an Kyle 2. O. SUBTOTAL QUARTERLy SITE CHARGF_.S: SUBTOTAL ONE-TIME SET-UP CHARGES: $ !,494.00 SUBTOTAL ONE-TIME ASSET WATCH CHARGES: $0,00 SUBTOTAL SiTE CHARGEs: $0.00 $ i,494.00 E. TOTAL QUARTERLY RECURRING CHARGES: $14,002.80 TOTAL ANNUAL RECURRING CHARGES: $56,011.20 TOTAL ONE-TIME SETUP CHARGES: TOTAL ONE-TIME ASSET WATCH CHAROES: $0.00 TOTAL CHARGES: $0.00 $56,011.20 BY INITIALING BELOW YOU AGREE THAT THIS SUPPLEMENT TOGETHER WITH THE MASTER AGREEMENT AND ANY OTHER EXHIBIT(S) AND SCHEDULE(S) CONSTITUTES THE AGREEMENT BETWEEN THE PARTIES. INITIALS: cuSTOMEr: Page 9 of 9 VERIFICATION KEVIN T. KAVANAGH, ESQUIRE, states that he is the attorney for plaintiff, United Asset Coverage, Inc., that he has the authority to make this verification on its behalf; that he is acquainted with the facts set forth in the foregoing Complaint, that the same are true and correct to the best of his knowledge, information and belief; and that this statement is made subject to the penalties of 18 Pa. C.S.A. §4904 relating to uns~vom fa~ification~to~authoritie~/'- I~vin T. Kavanagh, Esquire ! ! / f 91524.1 WILSON, ELSER, MOSKOWITZ, EDELMAN & DICKER LLP THE CURTIS CENTER · SUITE 1130 EAST · INDEPENDENCE SQUARE WEST · PHILADELPHIA, PA 19106 PHONE: (215)627-6900o FAX: (215)627-2665 WILSON, ELSER, MOSKOWITZ, EDELMAN & DICKER LLP By: Kevin T. Kavanagh, Esquire Attorney I.D. No. 45442 The Curtis Center, Suite 1130 East Philadelphia, PA 19106 (215) 627-6900 UNITED ASSET COVERAGE, INC., a Delaware corporation, Plaintiff Vo BALANCED CARE CORPORATION, a Delaware Corporation, Defendant Attomey for Plaintiff, United Asset Coverage, Inc. coURT OF COMMON PLEAS CUMBERLAND COUNTY, PA ' NO. CIVIL ACTION- LAW JURY TRIAL DEMANDED CERTIFICATION OF SERVICE I, Kevin T. Kavanagh, Esquire, attorney for Plaintiff, United Asset coverage, Inc., a Delaware Corporation, hereby certifies that the attached Complaint at Law Directed to Balanced Care Co~oration, inc. a Delaware corporation, and Notice to Defend was served on the ~ ~day of APril, 2003, by first-class maiI upon the defendant's counsel: Patrick Webster, Esq. Kirkpatrick & Lockhart, LLP ' Henry W. Oliver Building, 535 Smithfield Street Pittsburgh, PA 15222 91347.1 WILSON,-ELSER, MOSKOWITZ, EDELMAN & DICKER LLP THE CURTIS CENTER - SUITE 1130 EAST · INDEPENDENCE SQUARE WEST · PHILADELPHIA, PA 19106 PHONE: (215) 627-6900 · FAX: (215) 627-2665 WILSON, ELSER, MOSKOWITZ, EDELMAN & DICKER LLP By: Kevin T. Kavanagh, Esquire Attorney I.D. No. 45442 The Curtis Center, Suite 1130 East Philadelphia, PA 19106 215.627.6900 Attorney for Plaintiff, United Asset Coverage, Inc. UNITED ASSET COVERAGE, INC., a Delaware corporation, Plaintiff BALANCED CARE CORPORATION, a Delaware Corporation, Defendant COURT OF COMMON PLEAS CUMBERLAND COUNTY, PA NO. 03-1826 CIVIL ACTION- LAW PRAECIPE TO DISCONTINUE, SETTLE AND END Prothonotary: Kindly Discontinue, Settle and End the above-captioned litigation upon payment of your costs only. ' Kevin ~ WILSON, ELSER, MOSKOWITZ, EDELMAN & DICKER LLP The Curtis Center - Suite 1130 East Independence Square West Philadelphia, PA 19106 215.627.6900 Attorney for Plaintiff United Asset Coverage, Inc. 9902o.~ WILSON, ELSER, MOSKOWITZ, EDELIVLatN & DICKER LLP THE CURTIS CENTER · SUITE 1130 EAST · INDEPENDENCE SQUARE WEST · PHILADELPHIA, PA 19106 PHQNE: (215) 627-6900 · FAX: (215) 627-2665