Sample Business Contracts

Engagement Letter - Rimmer Computer Inc.

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                              RIMMER COMPUTER, INC.
                        LETTER OF ENGAGEMENT - TIME BLOCK

      CLIENT                              DATE
      ADDRESS                             -HOUR TIME BLOCK @ $ /HOUR
                                             1.5 X hourly rate

SERVICES  PROVIDED/STATEMENT OF WORK: Rimmer Computer, Inc., (hereafter referred
to as Rimmer) provides  computer and network support,  troubleshooting,  repair,
training,  planning,  technical advice,  installation of new  hardware/software,
upgrades to existing  hardware/software and other tasks as required or requested
by Client.

BILLING:  There is a two-hour  minimum  for  on-site  support,  and a  15-minute
minimum for telephone support.  Payment for the total amount of this contract is
due upon Client  signature.  Rimmer will provide reports monthly,  detailing all
work that was accomplished in that month. A monthly service charge of the lesser
of 1 1/2% of the unpaid balance or the maximum permitted by law will be added to
all accounts not paid within  30-days after due date.  Rate shown on this Letter
of Engagement  (LOE) is subject to change until fully  executed by both parties.
All hardware  and  software  purchases  will be made  directly by Client,  or by
Rimmer with the prior approval of Client.  Payments for hardware and/or software
purchases made by Rimmer on Client's behalf are due upon placement of the order.

ESTIMATED  HOURS:  Rimmer makes  best-effort  estimates of the time  required to
perform specific consulting  services.  These estimates are based upon previous,
similar experiences.  Since no two computer  installations are exactly alike, it
is not possible to precisely determine the time required for completing computer
services.  This is particularly true in the case of  trouble-shooting  since the
nature of that task includes  eliminating an unknown number of potential problem
causes until the cause unique to each  situation is  identified  and  corrected.
Rimmer will discuss  progress  with Client  throughout  the  performance  of our
services so that the Client can direct  Rimmer's  further  activities.  This LOE
covers hourly on-site support, and is not a fixed price contract.

CLIENT  RESPONSIBILITIES:  Hardware and  software  warranties,  guarantees,  and
manufacturer  service  will be between  Client and the  manufacturer(s)  and not
Rimmer,  even though we may be the reseller.  Client is responsible for Client's
final purchase of software and hardware.  Rimmer is not  responsible for defects
or incompatibilities  in either hardware or software,  except in cases caused by
Rimmer's  willful  misconduct or gross  negligence.  Rimmer can assist Client in
determining  compatibility  and in resolving errors or problems,  as part of our
consulting  contract.  Client  is  responsible  for data  backup,  and  scanning
drives/diskettes  periodically  for  viruses.  Rimmer  Computer  will  assist in
restoring  Client's  files  in case  of  failure,  as  part  of this  consulting
contract.  Client is responsible to comply with state and federal laws governing
the use and distribution of software. Client also agrees to hold Rimmer harmless
for,  from,  and against  all claims,  losses,  judgments,  or other  actions in
connection  with  these  laws,  except  in  cases  caused  by  Rimmer's  willful
misconduct or gross negligence.

WARRANTY AND  DISCLAIMER:  Rimmer  warrants that the work under this LOE will be
performed in a  professional  manner in accordance  with  then-current  industry
standards.  Rimmer disclaims all implied  warranties and  representations  as to
product or  services,  including  but not  limited to any  implied  warranty  of
merchantability  or fitness  for a  particular  purpose.  Client  agrees to hold
Rimmer harmless from all lawsuits  arising from any  specifications  supplied by
Client.  Should an express or implied  warranty be breached,  the Client will be
entitled to no more than the actual cost to correct the problem. Further, Rimmer
will not be held  responsible for any  consequential  or secondary  damages as a
result of such a breach.

1 - It is  understood  and agreed that each party shall refrain from directly or
indirectly  soliciting or inducing any employee of the other to leave employment
or cease  rendering  services for any reason during the course of performance or
for six months after  completion  thereof,  except where the offering  party has
obtained prior express  written  permission  from the other.  Both parties agree
that such  actions  by one party  directly  and/or  indirectly  damage the other
party. In liquidation of such damages,  the offering party agrees to pay the sum
of $30,000.00 to the other party within  30-days of the offering  party's hiring
date of such employee(s) for each employee so hired.
2 - This LOE  expires12-months  from the date of initial service  provided under
this LOE,  regardless  of hours  remaining.
3 - This LOE supersedes any prior written or oral agreements between the parties
and may be modified or amended in writing if such  modification  or amendment is
signed  by both  parties.  This  LOE  shall  be  governed  by and  construed  in
accordance with the laws of the State of Arizona.

--------------------------------------                 -------------------------
CLIENT                                                 DATE

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RIMMER COMPUTER, INC.                                  DATE

7579 East Main Street Suite 600 { Scottsdale  AZ  85251-4557 { (480)  970-3336 {
Fax (480) 970-3340 {