Consulting Agreement with Sharing Of Software Revenues

During the Term, the Consultant shall perform the development, maintenance, support and consulting services with regard to the Product as are specified on Schedule A attached hereto (the “Services”) at times mutually agreed to by the Company and the Consultant. The Consultant shall at all times provide the services of the Project Manager (“Project Manager”) who shall maintain direct management responsibility for the performance by the Consultant of the Services. The Consultant shall also provide such programmers and other Consultant Personnel (as hereinafter defined) as may be required to fulfill its obligations hereunder and as may be reasonably acceptable to the Company.