Sample Business Contracts

Web Site Programming Services - Inc. and Adrenaline Group Inc.

Services Forms

                          WEB SITE PROGRAMMING SERVICES
                          AGREEMENT BETWEEN REGISTRANT
                            AND THE ADRENALINE GROUP

<PAGE>   2

February 10, 1999

Joseph Preston, CEO, Inc.
7801 Norfolk Avenue, Suite 208
Bethesda, MD  20814

Dear Mr. Preston:

Thank you for selecting the Adrenaline Group as your contractor to develop's online entertainment and commerce Web site. We are very excited to
begin working on your project. This letter will summarize the key points of our
previous discussions and will serve as an official agreement about the nature of
our working relationship.

The Adrenaline Group will devote approximately 100 person hours per month over 2
calendar months to your project. Project activities will include planning,
developing, and deploying's Web site. Your deliverables will include
planning documents, design documents, source code and executable code.
Contingent upon's timely delivery of the site design and content, we
believe that this is sufficient time to accomplish a working Web site.

The cost to you of our services will be $125 per hour beginning Tuesday February
12, 1999. This compensation covers labor only and does not include anticipated
or unanticipated other direct costs, including the costs of hardware and
commercial off-the-shelf software components. We will purchase no of the shelf
hardware or software components without's prior consent. The payment
schedule and terms are as follows:

   Payment     Billing Date              Amount             Description                Due
      1        February 2, 1998                     $5,000  Project Initiation         N/A
      2        March 1, 1998             Hourly at $125/hr  Month 1 completion         Net 15
      3        April 1, 1998             Hourly at $125/hr  Month 2 completion         Net 15

This offer is good for 15 DAYS. Please call me if you have any questions. We
look forward to working with you.


Greg DuPertuis, President
The Adrenaline Group, Inc.

<PAGE>   3
                          THE ADRENALINE GROUP, INC.
                                                                    page 2 of 6


1.  Coordinate procurement of hardware and software

2.  Coordinate activities with Germane Systems, Global Center and other 
    relevant product and service vendors

3.  Install, configure, test and debug Web server, email server, database
    server and other development and administration software tools

4.  Design and deploy Oracle database

5.  Deploy tape backup system

6.  Document system configuration

7.  Deploy online Web content including HTML, GIF/JPEG images, PDF documents, 
    and Word documents

8.  Develop, deploy and test an online open member registration system

9.  Coordinate with Certificate Authority in order to configure SSL based 
    secure Web site

10. Coordinate with Merchant Services Provider in order to configure Web based
    credit card billing services

11. Plan and document scalable, multi-server system architecture


<PAGE>   4
                          THE ADRENALINE GROUP, INC.
Services Agreement                                                  page 3 of 6

THIS PROGRAMMING SERVICES AGREEMENT (this "Agreement") is made and entered into
this February 2, 1999, by and between The Adrenaline Group, Inc., a corporation
with offices at 1041 Sterling Road, Herndon, VA 20170 (hereinafter "Vendor") and, Inc., a corporation with offices at 7801 Norfolk Avenue, Suite 208,
Bethesda, MD 20814 (hereinafter "Customer").

1.   Definitions.  For purposes of this Agreement, the following capitalized 
     terms shall have the meaning ascribed to them below:

     CODE shall mean computer-programming code. Unless otherwise specified, Code
     shall include such computer programming code in both object code and source
     code forms.

     CONFIDENTIAL INFORMATION shall mean web site content, business
     strategies and documentation, DELIVERABLES (including drafts and associated
     materials), product design and functionality, concepts and definitions and
     any other information that Customer indicates to be confidential and Vendor
     acquires (as a result of disclosure by Customer, access to Customer
     facilities, analysis of Customer's products or enhancements, or otherwise)
     in connection with the SERVICES.

     DELIVERABLES shall mean all CODE, DOCUMENTATION, and other media,
     materials, or other objects produced as a result of the Services or
     delivered by Vendor in the course of providing the SERVICES.

     DOCUMENTATION shall mean any written materials that relate to particular
     Code or the programming or development thereof, including materials useful
     for design (for example, logic manuals, flow charts, and principles of

     SERVICES shall mean programming and development services relating to
     existing and planned products and enhancements of Customer or Customer's
     customers, whether heretofore or hereafter provided by Vendor.

2.   Scope of Services; Compensation. All Services provided by Vendor shall be
     subject to this Agreement, unless otherwise agreed upon by both parties in

     The Services may be described more specifically in statements of work set
     forth in writing and signed by both parties.

     The terms for compensation of Vendor shall be agreed upon by both parties
     in writing. Customer shall be responsible for reimbursement of expenses
     incurred by Vendor only as stated in such agreement.

3.   Confidential Information. Vendor shall receive and hold all Confidential
     Information in trust and confidence for Customer. Vendor may not use any
     Confidential Information except as authorized by Customer and for the
     benefit of Customer. Vendor may disclose Confidential Information only to
     those employees who have a "need to know" in order to help Vendor perform
     the Services and who are legally bound to maintain the confidentiality of
     the Confidential Information.

     Vendor shall be responsible for the safekeeping of all materials and media
     containing Confidential Information and shall account for such materials
     and media at Customer's request. So long as Vendor uses reasonable efforts
     to maintain the confidentiality of Customer's 


<PAGE>   5
                          THE ADRENALINE GROUP, INC.
                                                                    page 4 of 6

     Confidential Information and materials, Vendor shall not be liable for
     disclosure or theft of such Information or materials by third parties who
     obtain the Confidential Information or materials by improper means.

     The foregoing confidentiality obligations shall remain in effect until two
     (2) years after any relevant Services are completed or terminated and
     Vendor has delivered to Customer or destroyed the materials and media
     containing Confidential Information associated with such Services.
     Notwithstanding the previous sentence, Vendor will respect in perpetuity
     all applicable copyrights and trademarks of Customer.

4.   Rights in Deliverables. All Deliverables shall be deemed to be works made
     for hire and shall belong exclusively to Customer and its designees. If by
     operation of law any of the Deliverables, including all related
     intellectual property rights are not owned in their entirety by Customer
     automatically upon their creation, then Vendor agrees to assign, and hereby
     assigned, to Customer and its designees the ownership of such Deliverables,
     including all related intellectual property rights.

     Customer may obtain and hold in its own name copyrights, registrations, and
     other protection that may be available in the Deliverables. Vendor agrees
     to provide any assistance required to perfect such protection. In addition,
     any know-how or programming techniques learned, developed or discovered by
     Vendor during performance of these services shall remain the intellectual
     property of the Vendor.

     Vendor may include in the Deliverables preexisting materials only if such
     pre-existing materials are either provided by Customer or if they are owned
     or licensable without restriction by Vendor. To the extent that preexisting
     materials owned or licensed by Vendor are included in the Deliverables,
     Vendor shall identify any such materials prior to commencement of the
     services involving such materials. Vendor grants to Customer (as an
     exception to the transfer and assignment provided in the first paragraph of
     this Section) and irrevocable, non-exclusive, worldwide, royalty-free right
     and license to use, execute, reproduce, display, perform, and distribute
     (internally and externally) copies of, and prepare derivative works based
     upon, such materials, and the right to authorize others to do any of the

5.   Term and Termination.

A.   This Agreement shall commence upon the effective date and continue until
     all of the obligations of the parties have been performed or until earlier
     terminated as provided herein.

B.   Vendor's appointment as consultant pursuant to this Agreement and this
     Agreement shall terminate upon the occurrence of any of the following

         (i) In the event either party defaults in any material obligation owed
         to the other party pursuant to this Agreement, then this Agreement may
         be terminated if the default is not cured following at least fifteen
         (15) days' written notice to the defaulting party.

         (ii) Either party is bankrupt or insolvent, or bankruptcy or insolvency
         proceedings are instituted against a party and the proceeding is not
         dismissed within sixty (60) days after commencement.

         (iii) Services or disrupted for more than thirty (30) days due to
         death, disability or departure of principal developer(s).


<PAGE>   6

                          THE ADRENALINE GROUP, INC.
                                                                    page 5 of 6

C.   Section 3, Confidentiality, shall survive the expiration or termination of
     this Agreement. In the event of early termination due to Vendor's default
     or pursuant to subsection B. (iii). above. Vendor agrees to deliver the
     Software then completed. In addition, should Customer default in making
     payment to Vendor for services completed, Vendor may, at its option,
     recover all outstanding fees owed plus reasonable interest or have all
     right, title and interest in any deliverables reverts back to Vendor.

D.   If the Agreement is terminated due to the death or disability of one of
     Vendor's Developers, then Vendor shall deliver that part of the Software
     then completed, provided payment is made by Customer for such completed

6.   Notices. All notices and other communications required or permitted
     hereunder or necessary or convenient in connection herewith shall be in
     writing and shall be deemed to have been given when mailed by certified or
     registered mail, postage prepaid, or by commercial overnight delivery
     service addressed as follows.

         If to Customer to:
         Joseph Preston, CEO, Inc.
         7801 Norfolk Avenue, Suite 208
         Bethesda, MD  20814

         With a copy to:
         Harvey S. Jacobs, Esq
         Joyce and Jacobs, Attorneys at Law LLP
         1019 19th Street NW, Penthouse 2
         Washington D.C. 20008

         If to Vendor to:
         Scott McLoughlin or Greg DuPertius
         The Adrenaline Group, Inc.
         1041 Sterling Road, Suite 201
         Herndon, VA 20170

     Or to such other address as identified by a party to the other in writing.

7.   No Waiver. The failure of a party to require strict performance of any
     provision of this Agreement by the other, or the forbearance to exercise
     any right or remedy, shall not be construed as a waiver by such party of
     any such right or remedy or preclude any other or further exercise thereof
     or the exercise of any other right or remedy.

8.   Successors. This Agreement shall be binding upon and inure to the benefit
     of the successors and assignees of, Inc. It is understood that
     this is a personal services contract and as such The Adrenaline Group shall
     not permit this contract to be assigned to or performed by any other party.

9.   Severability. If any term of this Agreement is held by a court of competent
     jurisdiction to be invalid or unenforceable, then this Agreement, including
     all of the remaining terms, will remain in full force and effect as if such
     invalid or unenforceable term had never been included.

<PAGE>   7
                          THE ADRENALINE GROUP, INC.
                                                                    page 6 of 6

10.  General Provisions. Each party warrants that it is and will remain free of
     any obligations and restrictions that would interfere or be inconsistent
     with its performance of the Agreement.

     Vendor agrees to take further actions and execute and deliver such further
     agreements or other instruments as Customer may reasonably request to give
     effect to the ownership and license provisions of Section 4 of this

     References to "Vendor" in this Agreement shall include any majority-owned
     or controlled subsidiary or affiliate. Except of such subsidiaries or
     affiliates, Vendor may not subcontract the services without Customer's
     prior written consent.

     This Agreement supersedes all other communications, understandings and
     agreements relating to the subject matter hereof. It may be amended only in

     This Agreement shall be governed by the laws of the State of Virginia as
     they pertain to a contract executed, delivered, and performed in that

     In WITNESS WHEREOF, this Agreement has been executed and delivered by
     authorized representatives of both parties as of the date first indicated


     adrenaline.* Java packages
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     *backup.bat Oracle backup scripts

Accepted and agreed to:

-----------------------------------------   ----------------------
Greg DuPertuis, President                   Date
The Adrenaline Group, Inc.

-----------------------------------------   ----------------------
Joseph Preston, CEO                         Date, Inc.