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BOEING PURCHASE CONTRACT PAGE: 1 OF 7
PURCHASE CONTRACT N0: W 311305 DATE: 04/06/2000
SHARED SERVICES GROUP-PUGET SOUND PURCHASE CONTRACT CHANGE NO: 1 BUYER NAME: DAVENPORT,NANCY
P. 0. BOX 3707 CHANGE AFFECTS: ADDED ITEM(S) BUYER PHONE: (206)544-9147
MAIL STOP:2M-21
SEATTLE, WA. 98124-2207 ADDED NOTES PRICE
ATTN: MATERIEL M/S 3U-AA
SUPPLIER NAME:
RICK SCANLAN
TMS INC
DBA TMSSEQUOIA
PO BOX 1358
STILLWATER OK 74074
SALES TAX STATUS: WA SALES TAX ATTN: W 311305
SHIP TO..: SHIP DIRECTLY TO THE PROJECT. SEE NOTE #2
SHIP VIA.: BEST WAY PAYMENT REMIT ADDRESS:
FOB POINT: SHIPPING POINT TMS INC
DBA TMSSEQUOIA
PO BOX 1358
PAYMENT TERMS: NET 30 PURCHASE CONTRACT SUBJECT TO STILLWATER OK 74074
TERMS AND CONDITIONS:
SEE NOTE #1 INCORPORATED HEREIN BY THIS REFERENCE.
***********************************************************************************************************************
************ SUPPLIERS ADMINISTRATIVE REQUIREMENTS:
THIS CONTRACT IS BUYERS OFFER TO SUPPLIER ANY FEDERAL, STATE, LOCAL, OR EXCISE TAXES THE PURCHASE CONTRACT NUMBER,
CHANGE
AND ACCEPTANCE IS LIMITED TO ITS FOR ARTICLES OR SERVICES OBTAINED BY THIS NUMBER
PROVISIONSWITHOUT ADDITION, DELETION, OR PURCHASE CONTRACT MUST BE IDENTIFIED AS A AND THE APPLICABLE ITEM NUMBER,
INCLUDING
OTHERMODIFICATION. SEPARATE ITEM ON EACH INVOICE SUBMITTED. PART NUMBER AND SERIAL NUMBER
MUST APPEAR
FREIGHT, POSTAGE, OR SERVICE CHARGES MUST ON EACH INVOICE, PACKING LIST,
BILL OF
ALSO BE IDENTIFIED IN THE SAME MANNER. LADING, AND ALL
CORRESPONDENCE PERTAINING
SEND ONE INVOICE MARKED 'ORIGINAL' AND ONE TO THIS PURCHASE CONTRACT.
INVOICE COPY TO THE ADDRESS SHOWN ABOVE,
ATTENTION ACCOUNTS PAYABLE,
UNLESS A PURCHASE CONTRACT
NOTE REQUESTS INVOICE
SUBMITTAL TO ANOTHER
ADDRESS.
DELIVERY OF ANY GOODS OR PROVIDED SERVICES ALL PAYMENTS SHALL BE MADE NET
THIRTY (30)
SHALL BE CONCLUSIVE EVIDENCE OF SUPPLIER DAYS AFTER RECEIPT OF A
CORRECT INVOICE1
ACCEPTANCE OF THIS CONTRACT UNLESS OTHERWISE AGREED TO IN
THE TERMS
AND
CONDITIONS OF THIS PURCHASE
CONTRACT AND/OR
PURCHASE CONTRACT CHANGE.
IF ACKNOWLEDGEMENT COPY IS ATTACHED
IT MUST BE SIGNED AND RETURNED TO THE
BUYER (IDENTIFIED ABOVE) WITHIN FIFTEEN
(15) DAYS.
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************
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BOEING
PURCHASE CONTRACT N0: W 311305 CHANGE N0:1 PURCHASE CONTRACT PAGE: 2 OF 7
_______________________________________________________________________________________________________________________
____________ |ITEM |SUB |ORDER |DESCRIPTION |TERM DATES |BILLING |UNIT PRICE
|EXTENDED
|NO |ITEM
|PRICE
|NO
| |QUANTITY |UM |START |EXPIRE |QUANTITY |UM | |
_______________________________________________________________________________________________________________________
____________ 1 1 LT PRIZM PLUG-IN FUNDED DEVELOPMENT. 01112000 01102001 1
LT $160,329.00 $160,329.00
FIRM FIXED NOT T00 EXCEED PRICING.
SOFTWARE DEVELOPMENT TO
THE TMS, INC.COTS PRIZM
SOFTWARE IS PRICED PER
OPERATING PLATFORM.
WORK TO BE PERFORMED PER
THE JOINTLY WRITTEN
STATEMENT OF WORK
01062000
WINDOWS 95198NT PLATFORM: $66,179.00
UNIX (SOLARIS, 1ST PLATFORM:
$67.310.00UNIX (HP-UX
-AIX 2ND AND 3RD
PLATFORM):$13,840.00
EACH TOTAL $26,840.00
TOTAL DEVELOPMENT COST: $160,329.00
PAYMENT FOR THE PRIZM PLUG-IN
DEVELOPMENT PLATFORMS WILL OCCUR
AFTER FINAL ACCEPTANCE OF EACH PLATFORM AS
DEFINED IN THE SOW AND CORPORATE SOFTWARE
LICENSE AGREEMENT.
NOTE: THE DEVELOPMENT FOR THE MAC
PLATFORM WAS NOT AVAILABLE AT THE
TIME OF THIS ORDER BEING
IMPLEMENTED. A QUOTE FOR THE MAC
DEVELOPMENT WILL, AND BOEING WILL AT IT'S
OPTION DECIDE, BASED ON THE QUOTED AMOUNT
IF IT WILL PURSUE THE MAC PLATFORM
DEVELOPMENT. THESE LICENSES ARE FOR ALL
DEVELOPMENT, TESTING (FUNCTIONAL, SYSTEM,
ETC.), AND INTEGRATION FOR THE BOEING
COMPANY ENGINEERING DATA RETRIEVAL SYSTEM
(CEDRS) FORMLY KNOWN AS THE REDARS ORBOLD-E
PROJECT.
2 1 LT 01112000 01102001 1 LT $3,130.00
$3,130.00
THE DOLLAR AMOUNT IS BASED ON 100
LICENSES, BUT IT IS THE INTENTION
THAT IT WILL BE WHAT
EVER NUMBER OF LICENSES
ARE REQUIRED TO SUPPORT
THIS PROJECT IN THE
DEVELOPMENT,TESTING AND
INTEGRATION PROCESS. NO
OTHER PAYMENT WILL BE
REQUIRED UNTIL LICENES
ARE REQUIRED FOR
PRODUCTION WEB ACCESS/
<PAGE> 2
BOEING
PURCHASE CONTRACT N0: W 311305 CHANGE N0: 1 PURCHASE CONTRACT PAGE: 3 OF 7
_______________________________________________________________________________________________________________________
____________
|ITEM |SUB |ORDER |DESCRIPTION |TERM DATES |BILLING |UNIT PRICE
|EXTENDED
|NO |ITEM
|PRICE
| | |QUANTITY |UM | |START |EXPIRE |QUANTITY |UM | |
_______________________________________________________________________________________________________________________
____________ DISTRIBUTION.
THE PRICING ON THIS LINE ITEM ALSO
REPRESENTS ALL REQUIRED
SUPPORT AND MAINTENANCE
AS DESCRIBED IN THE
BOEINGI TMS,INC.
CORPORATE SOFTWARE
LICENSE AGREEMENT
EFFECTIVE 1/11/2000.
WHEN THE DISTRIBUTION
LICENSES ARE REQUIRED
THE AMOUNT PAID FOR THE
DEVELOPNENT, TESTING,
INTEGRATION WILL BE
INCORPORATED AND TAKEN
INTO CONSIDERATION TO
THE ADDITIONAL AMOUNT
t0 BE PAID IF
APPROPRIATE.
IT IS ANTICIPATED BY THE PROJECT AND
TMS FOR PRODUCTION TO BEGIN
JUNE 1, 2000 PROVIDED
ALL DEVELOPMENT AND
TESTING REMAINS ON
SCHEDULE.
DISTRIBUTION LICENSES
WILL BE NEGOTIATED PRIOR
TO MAY 1, PROVIDING THE
PROJECT IS ON SCHEDULE.
PRIZM PLUG-IN SOFTWARE LICENSES.
3 1 LT PRIZM PLUG-IN FUNDED DEVELOPMENT. 05012000 07312001 1 LT $76,720.00 $76,720.00
FIRM FIXED NOT,TOO EXCEED PRICING.
SOFTWARE DE ELOPMENT 10 THE TMS,
INC. COTS PRIZM SOFTWARE
IS PRICED PER OPERATING
PLATFORM.
WORK TO BE PERFORMED PER
THE JOINTLY STATEMENT OF
WORK #01062000 AND ALL
REVISIONS.
MAC PLATFORM DEVELOPMENT - BOEING
UNIQUE VERSION.
PAYMENT FOR THE MAC PRISM PLUG-IN
PLATFORM DEVELOPMENT WILL OCCUR
AFTER FINAL ACCEPTANCE AS DEFINED IN THE
SOW AND CORP. SOFTWARE LICENSE AGREEMENT.
SCHEDULED COMPLETION DATES PER THE
SOW SCHEDULE.
PER THE DEVELOPMENT AGREEMENT BOEING
<PAGE> 3
BOEING
PURCHASE CONTRACT N0: W 311305 CHANGE N0: 1 PURCHASE CONTRACT PAGE: 4 OF 7
_______________________________________________________________________________________________________________________
____________ |ITEM |SUB |ORDER |DESCRIPTION
|TERM DATES |BILLING |UNIT PRICE |EXTENDED
|NO |ITEM |PRICE
|NO
| | |QUANTITY |UM | |START |EXPIRE |QUANTITY |UM | |
| | | | | | | | | | |
_______________________________________________________________________________________________________________________
____________
DOES NOT "OWN" ANY OF THE DEVELOPED
CODE. (SEE AGREEMENT FOR MORE
DETAILS)TERM DATES ON
THIS LINE DO NOT APPLY
TO THE TIME PERIOD OF
DEVELOPMENT. SEE THE
SOW FOR DEVELOPMENT
SCHEDULE.
4 1 LT PRISM PLUG-IN BOEING VERSION 05012000 07312001 1 LT $232,333.00
$232,333.00
UNLIMITED,
PERPETUAL SOFTWARE LICENSES. USE
INCLUDES INTERNAL BOEING USERS, AND
ANY NON BOEING ENTITY, INCLUDING BUT NOT
LIMITED TO SUPPLIERS, AIRLINE CUSTOMERS OR
MRO'S WHO REQUIRE ACCESS TO BOEING
ENGINEERING DOCUMENTS VIA THE BOEING ON
LINE WEB APPLICATION THAT USES THE BOEING
VERSION OF THE PRISM PLUG71N SOFTWARE. (SEE
NOTES)
THIS LINE IT M IS FOR SOFTWARE
LICENSES AND THE 1ST , PERIOD OF
MAINTENANCE: 5/1/2000 - 7/31/2001
BASED ON CONTRACT NEGOTIATIONS.
THESE LICENSE INCLUDE AND SUPERCEDE
THE LICENSES IN LINE ITEM #1.
NEGOTIATED LICENSES AND MAINTENANCE
COSTS:
1ST PERIOD 5/1/00 - 7/31/01
$450,000 UNLIMITED USE LICENSE
$67,500 (MAINTENANCE AT 15%)
2ND YEAR 8/1/01 - 7/31/02
$67,500 (MAINTENANCE AT 15%)
3RD YEAR 8/1/02 - 7/31/03
$67.500 (MAINTENANCE AT 15%)
TOTAL COST FOR THREE YEARS:
$648,870
PAYMENT WILL BE MADE AS FOLLOWS:
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BOEING
PURCHASE CONTRACT N0: W 311305 CHANGE NO: 1 PURCHASE CONTRACT PAGE: 5 OF 7
_______________________________________________________________________________________________________________________
____________ |ITEM |SUB |ORDER |DESCRIPTION |TERM DATES |BILLING |UNIT
PRICE |EXTENDED
|NO |ITEM
|PRICE
| | |QUANTITY |UM | |START |EXPIRE |QUANTITY |UM | |
_______________________________________________________________________________________________________________________
____________
BY MAY 31, 2000: $232,333.00
BY AUGUST 1, 2001: $214,203.00
BY AUGUST 1, 2002 $202,334.00
TMS AGREED DURING THE NEGOTIATIONS
TO SPREAD THE PAYMENT OUT OVER A
THREE YEAR PERIOD TO HELP BOEING DUE TO
PROJECT BUDGETARY CONSTRAINTS AT THE TIME
OF NEGOTIATIONS.
BOEING WILL ADD THE APPLICABLE
YEARLY PAYMENT FEE PRIOR TO
EXPIRATION EACH YEAR.
PRICING PER 3/8/2000 CONFIRMING E-
MAILOF FINAL NEGOTIATED
PRICING BETWEEN TMS VP RICK SCANLAN
AND BOEING PROCUREMENT AGENT NANCY
DAVENPORT
_____________ NET PURCHASE CONTRACT VALUE
$472,512.00
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TAX STATEMENT:
"THIS PURCHASE IS SUBJECT TO WASHINGTON STATE OR
LOCAL SALES OR USE TAX"
INVOICE PAYMENT:
INVOICES FOR SERVICES OR PARTS DELIVERED AGAINST THIS PURCHASE
CONTRACT SHALL BE MAILED DIRECTLY T0:
BOEING SHARED SERVICES GROUP-PUGET SOUND
P.O. BOX 34031
SEATTLE, WA 98124-1031
ATTENTION: ACCOUNTS PAYABLE
MAIL STOP 7J-88
PHONE (425) 865-4001
APPLICABLE EARLY PAYMENT DISCOUNTS MUST BE CLEARLY MARKED
ON THE FACE OF THE INVOICE.
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BOEING
PURCHASE CONTRACT N0: W 311305 CHANGE N0: 1 PURCHASE CONTRACT PAGE: 6 OF 7
INVOICE PAYMENT:
ALL INVOICES MUST BE LEGIBLE FOR SCANNING. IF THE PRINT
IS NOT LINED UP PROPERLY, E.G. PRINTING ON
THE LINES OR IF THE PRINT IS t00 LIGHT OR
TOO DARK, THE FONT IS TOO THICK AND/OR
LETTERS AND NUMBERS ARE TOO CLOSE, THE
INVOICE IS NOT LEGIBLE. CARBON OR COLORED
PAPER OR INVOICES WITH SHADED AREAS DO NOT
SCAN WELL. TYPE OR BLACK INK WORKS BEST.
NOTES:
1 TERMS AND CONDITIONS: CORPORATE
SOFTWARE LICENSE
AGREEMENT BETWEEN THE BOEING COMPANY
AND TMS, INC. EFFECTIVE 1/11/2000
DEVELOPMENT
AGREEMENT BETWEEN THE BOEING COMPANY
AND TMS. INC. FOR THE BOEING
ENGINEERING DATA RETRIEVAL
SYSTEM (CEORS)PROGRAM, EFFECTIVE
JANUARY ff. 2000 SOW #01062000
AND AL! REVISIONS ARE
INCORPORATED HEREIN BY REFERENCE.
2
SHIP t0 ADDRESS:
THE BOEING COMPANY ATTN: TONY
BASTIAN - (206) 655-9278 7755 E.
MARGINAL WAY S.
SEATTLE, WA 98108
3
ALL INVOICES SUBMITTED AGAINST
THIS PURCHASE CONTRACT MUST BE
LABELED "INVOICE" AND MUST
CONTAIN:
(1) A UNIQUE INVOICE NUMBER AND
DATE
(2) PURCHASE CONTRACT NUMBER,
INCLUDING PREFIX (ONE PURCHASE
CONTRACT PER INVOICE ONLY)
(3) BILLING AMOUNTS(S), EXTENSION
AND NET OF DISCOUNTS BY ITEM
(4) INVOICE SUBTOTAL WHICH
EXCLUDES SALES OR USE TAX
(5) TAX AMOUNTS 8Y STATE IF
TAXABLE
(6) INVOICE TOTAL
COPIES OF FREIGHT CARRIER INVOICES
MUST ACCOMPANY ALL INVOICES
BILLING FOR ACTUAL FREIGHT
CHARGES. APPLICABLE EARLY PAYMENT
DISCOUNTS MUST 8E CLEARLY MARKED
ON THE
FACE OF THE INVOICE.
INVOICES MUST BE MAILED
DIRECTLY TO: BOEING SNARED
SERVICES GROUP (PUGET SOUND)
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BOEING
PURCHASE CONTRACT N0: W 311305 CHANGE NO: 1 PURCHASE CONTRACT
PAGE: 7 OF 7 NOTES:
P.O. BOX 34031
SEATTLE, WA
98124-1031
ATTENTION:
ACCOUNTS
PAYABLE MAIL
STOP 7J-88
PHONE NUMBER
(425) 865-4001
SUPPLIER UNDERSTANDS AND AGREES THAT BOEING
APPROVAL AND PAYMENT OF ANY SUPPLIER'S INVOICES
AGAINST THIS CONTRACT IS NOT TO BE CONSTRUED AS
ANY TYPE OF ACCEPTANCE OF THE PRICES/RATES
INCLUDED THEREON. PAYMENT OF SELLER'S INVOICES
SHALL BE MADE SUBJECT TO ADJUSTMENT FOR ANY
AMOUNT SUBSEQUENTLY FOUND TO HAVE BEEN
IMPROPERLY INVOICED.
4 BOEING SITE CONTACT: NAME: TONY
BASTIAN
MAIL STOP: 14-98
PHONE: 206-655-9278'
5 A WRITTEN ACKNOWLEDGEMENT OF
THIS PURCHASE
CONTRACT IS REQUIRED TO BE
RETURNED TO THE
NO LATER THAN FIFTEEN (15) DAYS
AFTER RECEIPT OF THIS CONTRACT.
6 THE PURPOSE OF PCC #1 IS TO ADD
LINE ITEMS #3
AND #4 LINE ITEM #3 IS FOR THE MAC
PLATFORM DEVELOPMENT LINE ITEM #4
IS FOR THE UNLIMITED, PERPETUAL
LICENSE OF THE PRISM
SOFTWARE(BOEING UNIQUE VERSION).
THE UNLIMITED LICENSES ARE IN
SUPPORT OF THE BOEING-ON LINE WEB
APPLICATION OF ENGINEERING
DOCUMENTS TO BOEING END USERS. THIS
APPLICATION OR PROGRAM IS CURRENTLY
CALLED, BOLD AND/OR REDARS AND/OR
CEDRS. OVER THE LIFE OF THE
PROGRAM/APPLICATION THIS NAME MAY
CHANGE, HOWEVER THIS CHANGE WILL
NOT
AFFECT THE USE OR UNLIMITED
DISTRIBUTION OF THE LICENSES BY
BOEING.
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