Draft 3 Juneuly 2009

THIS AGREEMENT is dated [DATE] and is made between:

(1) CFS Europe Limited incorporated and registered in England and Wales with
company number [NUMBER] 04591752 whose registered office is at 237
Queenstown Road, Londond EC1A 9LA (Supplier).

(2) [FULL COMPANY NAMESpecsavers Horsham] incorporated and registered

in England and Wales with company number [NUMBER260] whose
registered office is at [REGISTERED 57 West ST Horsham RH12 1PL

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OFFICE ADDRESS](Customer).

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GENERAL TERMS AND CONDITIONS

1. INTERPRETATION

The definitions and rules of interpretation in this clause apply in this agreement.
Confidential Information: information of commercial value which has been
kept confidential by the party from whom the information originates and which
has not come into the public domain during the term of this agreement in
breach of any obligation of confidence.
Data Protection Legislation: all applicable data protection legislation and
regulations.
Delivery Date: the estimated delivery date specified in the relevant Order Form
on which the Supplier will deliver the Product to the Location.
Defect: an error in the Product that causes it to fail to operate substantially in
accordance with the relevant Documentation and not caused due to any fault or
negligence of the Customer.
Documentation: the operating manuals, user instructions, technical literature
and all other related materials in human-readable and/or machine-readable
form supplied to the Customer by the Supplier for aiding the use and
application of the Product.
Hardware: the computer hardware equipment provided by the Supplier to the
Customer and on which the Materials are loaded or through which they are
accessed.
Intellectual Property Rights: all vested contingent and future intellectual
property rights including but not limited to copyright, trade marks, service
marks, design rights (whether registered or unregistered), patents, know-how,
trade secrets, inventions, get-up, database rights and any applications for the
protection or registration of these rights and all renewals and extensions thereof
existing in any part of the world whether now known or in the future created to
which the Supplier may be entitled.
Loan Fee: the fee paid or payable for the Hardware (when loaned not
purchased) for the Loan Period as specified in the applicable Order Form.
Loan Period: the period specified in the applicable Order Form.
Location: the location(s) at which the Product is to be installed as specified in
the relevant Order Form.
Materials: all operating software, other software, firmware and the
Documentation which are loaded onto or accessed from the Hardware.
Normal Working Hours: the hours 8:00 am to 5:00 pm UK time Monday to
Friday except English Bank Holidays.
Order Form: the purchase order for the Product and services in the format
attached as Schedule 1 to this agreement and which references this

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agreement, or such other format containing substantially the same information

and as may be accepted by the Supplier.
On-Line Service: the provision of access to Customer and its customers to
web based services ordered by the Customer as more particularly described in
the applicable Order Form.
Personal Data: data that are subject to protection under Data Protection
Legislation.
Product: the Hardware and the Materials in the quantities described in an
Order Form.
Purpose: to gather customer =feedback from customers and employees of
Customer for the purpose of assisting Customer management to assess the
need for corrective action and to help Customer drive improvement in customer
service levels.
Service Charges: the charges for the applicable services ordered by Customer
and as specified in the applicable Order Form.
Support Commencement Date: the date specified in the Order Form for
commencement of Support Services for the Product. This shall be the start of
the Loan Period for loaned Products.
Support Services Period: the period specified in the Order Form for which the
Supplier will provide the Support Services to the Customer for a Product sold,
not loaned, to the Customer.
Support Services: means the maintenance services to be provided by the
Supplier to the Customer for the Product.
Start Date: the date specified in the applicable Order Form as being the date
on which the Loan Period begins and being the estimated delivery date of the
Product.
Training: the training as specified in the relevant Order Form (if any), to be
provided by the Supplier to the Customer.

2. TERMS OF AGREEMENT

2.1 The Supplier shall supply to the Customer the Product, the On-Line Services,
the Support Services and any other services as ordered by the Customer and
specified in the relevant Order Form in accordance with the terms of this
agreement.

2.2 An Order Form, the General Terms and Conditions, the schedules to the
General Terms and Conditions, together with any documents referred to in
them, form an integral part of this agreement and any reference to this
agreement means the General Terms and Conditions together with the Order

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Form, schedules and all documents referred to in them, and such amendments
in writing as may subsequently be agreed between the parties.

2.3 In the event of any conflict or inconsistency between the Order Form, the
General Terms and Conditions and any schedule, the General Terms and
Conditions shall take precedence followed by the schedules and then the Order
Form.

2.4 In the case of this contract being translated, the English version will prevail in
the resolution of any disputes.

3. LOAN OR SALE OF PRODUCT

3.1 The Supplier agrees to lend or sell (as specified in the relevant Order Form) to
the Customer the Product(s) to be delivered by the Supplier to the Customer at
the Location(s) on the Delivery Date.

3.2 The Customer agrees to keep the Product(s) at the Location(s) and to use the
Product solely for the Purpose.

3.3 The Customer agrees to abide by all applicable European Union export
regulations and shall not export or re-export the Product.

3.4 The Customer may hold and enjoy quiet possession of the Product provided it
is not in default of any of its obligations under the terms of this agreement.

3.5 Where the Product is sold to the Customer, the Customer is granted title to the
Hardware only, on delivery of the Product to the Customer. All Materials shall
remain in the ownership of Supplier (or its licensors) and Customer is granted a
licence to use such Materials in accordance with the terms of Clause 10.2 of
this agreement. As owner of the Hardware, Customer is free to treat the
Hardware as such, however, placement or use of the Hardware not in
accordance with the terms of this agreement may invalidate any warranties and
indemnities given pursuant to this agreement and may affect the provision of
the On-line Services, the Support Services and any other services to be
provided to Customer by Supplier.

4. DELIVERY AND INSTALLATION

4.1 The Supplier shall provide to the Customer from time to time copies of the
Documentation containing sufficient up-to-date information for the proper use
and maintenance of the Product.]

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4.2 The Customer may make such further copies of the Documentation as are
reasonably necessary for the use and maintenance of the Product and for
training the Customer's personnel in use of the Product.

4.3 The Customer shall be entitled to provide copies of the Documentation to any
third party who needs to know the information contained in it, provided that
such third party first enters into a confidentiality obligation in accordance with
clause c.

4.4 The Customer shall be responsible for installing the Product at the Location in
accordance with the Supplier’s instructions unless otherwise agreed with the
Supplier.

4.5 Where the Supplier has agreed to install the Product at the Location for the
Customer, the Customer shall pay the applicable charges for such installation
services on a time and materials basis in accordance with Supplier’s then
current rates at date of performance of installation services.

5. RISK

5.1 Risk in the Product shall pass to the Customer on delivery. If any part of the
Product shall thereafter be lost, destroyed or damaged, the Supplier shall
replace the same at the request of the Customer subject to the Customer
paying the cost of such replacement and returning the original Product (where
damaged) to the Supplier.

5.2 It is the Customer’s responsibility to insure the Product once risk has passed to
the Customer.

5.3 Where applicable as identified in the relevant Order Form, the Customer shall
provide all cabling and other equipment needed for the installation of the
Product at the Location, including any equipment needed to connect and
interface the Product with the Supplier’s On-Line Service and/or Support
Service.

6. CHARGES AND PAYMENT

6.1 Where the Product is sold to the Customer, the Customer shall pay the
purchase price for the Hardware as specified in the relevant Order Form and
the Customer shall pay the applicable Service Charges on the dates and at the
intervals as set out in the relevant Order Form. Payment shall be made in
accordance with the terms of Clause 6.7 below.

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6.2 Where the Product is loaned to the Customer, the Customer shall pay the
Supplier the Loan Fee together with the applicable Services Charges , on the
dates and intervals as set out in the Order Form.

6.3 The Supplier may increase the Loan Fee and/or any Services Charges at any
anniversary of the Start Date. The Supplier shall give the Customer notice of
such increase at least sixty (60) days prior to each anniversary of the Start
Date.

6.4 The Customer shall pay all charges for installation, training and any other
services provided by the Supplier pursuant to an Order Form as may be
charged by the Supplier on a time-and-materials basis at its standard rates then
in force. Such charges shall be payable in accordance with Clause 6.7.

6.5 The Supplier shall be entitled to reimbursement for reasonable travel and
accommodation costs where Supplier is required to attend the Customer
Location to provide installation, training, Support Services and any other
services ordered by the Customer.

6.6 The Supplier shall submit invoices for the Loan Fee and the Services Charges
in accordance with the dates and at the intervals specified in the applicable
Order Form. Invoices for all other services shall be submitted by the Supplier
to the Customer as and when such charges are incurred.

6.7 The purchase price for the Hardware, the Loan Fee, the Services Charges and
all other charges payable by the Customer pursuant to this agreement are
exclusive of, and Customer shall be responsible for, all applicable taxes, duties
and assessments (other than taxes on the income of the Supplier).

6.8 The Customer shall make payment of each invoice submitted by the Supplier to
it pursuant to this agreement by the due date stated in that invoice or within
thirty (30) days of receipt of the invoice, whichever is the earlier.

6.9 Where a sum is required to be paid under this agreement but is not paid on the
due date, the Supplier shall be entitled to charge interest on the outstanding
amount at the rate of 4% above the base rate of the Bank of England or the
maximum amount prescribed by law if lower, accruing from the due date to the
date of payment.

6.10 The Customer shall keep confidential and not share with any third parties (other
than its professional advisors who need to know) any information relating to the
fees, charges and pricing charged or provided to the Customer by Supplier
under this agreement. All fees, charges and pricing shall constitute

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Confidential Information as defined in this agreement and the terms of Clause

18 shall apply.

6.11 In the case of the customer requiring and sundry supplies or replacement items
these will be charged as per the table in the customers final proposal
document.

7. OBLIGATIONS OF THE SUPPLIER

7.1 The Supplier shall arrange for the delivery of the Product at the Location on or
before the Start Date.

7.2 Where the Product is loaned, the Supplier shall maintain the Hardware during
the Loan Period in accordance with the terms of this agreement and subject to
Customer having paid the Loan Fees.

7.3 Where the Product is sold to Customer, the Supplier shall maintain the
Hardware in accordance with the terms of this agreement for the Support
Services period specified in the relevant Order Form provided that the
Customer has paid the applicable Service Charges.

7.4 The Supplier shall provide Support Services for the Product in accordance with
the provisions of Clause 13 for so long as the Customer has paid the applicable
Services Charges.

8. OBLIGATIONS OF THE CUSTOMER

8.1 The Customer agrees to make prompt payment of all costs, fees and charges
to the Supplier.

8.2 Subject to the Supplier complying with reasonable applicable policies of the
Customer, as notified to the Supplier from time to time, the Customer shall
allow the Supplier's personnel such access to the Customer's premises as is
reasonably necessary for the Supplier to carry out its obligations to the
Customer pursuant to this agreement. The Customer shall provide to the
Supplier all permissions necessary to obtain such access.

8.3 The Customer shall inspect the Product on delivery and notify the Supplier
immediately in writing of any defects in the Product. Notice of any defects must
be received by Supplier no later than seven (7) working days from the date of

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delivery of the Product to Customer. failing which the Customer shall be

responsible for all costs associated with return and replacement of the Product

8.4 The Customer shall allow the Supplier or its duly authorised agent or
representative upon reasonable notice during Normal Business Hours to
inspect the Product and any records, logbook, manual, or handbook forming
part of the Product.

8.5 The Customer shall use the Product in a proper manner and in accordance with
any operating instructions issued for it and shall ensure that its’ staff are
properly trained to supervise the use of the Product by the Customer’s
customers.

8.6 The Customer shall keep the Product at its own expense and at all times in
good repair, condition, and working order and properly maintained.

8.7 The Customer shall make no alteration, and not remove any existing
components from the Product (unless instructed to do so by the Supplier).

8.8 The Customer shall insure the Product and keep it insured throughout the Loan
Period, for its full replacement value against all risks on a comprehensive
insurance policy.

8.9 The Customer shall notify the Supplier in writing immediately of any loss of or
damage to the Product and, where the Product is loaned, shall indemnify the
Supplier against any loss or damage to the Product while in the possession of
the Customer, ordinary wear and tear excepted.

8.10 Where the Product is loaned to the Customer, the Customer shall not transfer,
sell, assign, sublicencesublicense, pledge or otherwise dispose of, encumber or
suffer a lien or encumbrance upon or against any interest in the Product.

8.11 The Customer shall be responsible for all communications costs arising out of
use of the Product while at the Location which shall be included in the Service
Charges unless otherwise agreed with the Customer in the relevant Order
Form.

8.12 Where the Product is loaned, the Customer shall return the Product to the
Supplier in good working order within thirty (30) days of, the end of the Loan
Period, or earlier determination of this agreement.

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8.13 Within one month of the return of the Product the Customer shall provide the
Supplier with a written report describing their experience of the Product, their
opinion of the Products and any suggested enhancements.

9. PRODUCT WARRANTIES

9.1 The Supplier warrants that the Hardware will be new (except where otherwise
specified in the applicable Order Form) and of satisfactory quality.

9.2 As far as it is able, and to the extent applicable, the Supplier will pass on to the
Customer the benefits of any warranties granted in favour of the Supplier by the
original manufacturer of the Product or any third party.

9.3 The above warranties and those set out in Clause 16 in respect of the Support
Services are in lieu of all other express or implied warranties or conditions
including, but not limited to, implied warranties or conditions of satisfactory
quality and fitness for a particular purpose. The Supplier specifically denies any
implied or express representation that the Product will be fit:
(a) to operate in conjunction with any other hardware items or software products
other than with those hardware items and software products that are identified
in writing by the Supplier as being compatible with the Product (if any); or
(b) to operate uninterrupted or error-free; or
(c) to have all program defects corrected.

9.4 Any unauthorised modifications, use or improper installation of the Product by

the Customer, and/or breach by Customer of its obligations under this
agreement, shall render all the Supplier's warranties and support obligations
null and void.

9.5 The Customer’s sole remedy in the event of breach of warranty shall be
replacement of the Product.

10. PROPRIETARY RIGHTS

10.1 Where loaned, the Product and the Intellectual Property Rights are and shall
remain the property of the Supplier and the Supplier reserves the right to grant
a licence to use the Product to any other party or parties.

10.2 Where sold, the Hardware shall belong to the Customer but all Intellectual
Property Rights in the Material or associated with the Product shall remain in
the ownership of the Supplier and the Supplier grants to the Customer a royalty
free, non-exclusive, non-transferrable right to use the Intellectual Property

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Rights in the Material and associated with the Product for so long as the
Customer contracts for the On-line Services and/or Support Services and pays
the relevant Service Charges.

10.3 The Supplier retains all title and rights including all Intellectual Property Rights
in all reports provided or made available to Customer pursuant to this
agreement.

10.4 The Customer shall notify the Supplier immediately if the Customer becomes
aware of any unauthorised use of the whole or any part of the Product by any
person.

11. TRAINING

11.1 The Supplier undertakes to provide training to the Customer as ordered

pursuant to an Order Form and subject to Customer paying Supplier’s charges
for such training all as specified in an Order Form.

11.2 Training shall be carried out at the Location, on-line or as may otherwise be
agreed by the Customer in an Order Form.

12. ON-LINE SERVICES

12.1 Subject to payment of the relevant Service Charges, Supplier shall provide to
Customer such On Line Services as specified in the relevant Order Form.

12.2 As part of the On-live Services and where ordered pursuant to a valid Order
Form, the Supplier shall:

12.3.1 collate Collate the customer feedback data collected through the use of the
Product and will make available to Customer through the web or by email the
standard report formats ordered by the Customer as detailed in the applicable
Order Form.

12.3.2 develop Develop additional reports ordered by the Customer subject to

customer paying the charges for development of such reports which shall be on
a time and materials basis at the Supplier’s then current rates for such services.

12.3.3 provide to Customer such number of log-in identities and passwords as

reasonably required to enable Customer to access through the web (if
applicable) all reports ordered or developed for it.]

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12.3.4 gGrant to Customer the right to provide its customers with details of the web
address where its customers may go to provide online feedback in relation to
the Customer’s own products and services.

12.3 Supplier provides access to the Online Services on an “as is”, “as available”
basis and in no event shall Supplier be liable for unavailability, inaccuracies,
incompleteness or errors in: the data captured or input by the Customer or its
customers using the Online Services; or results provided by the Online Services
(including standard format reports or reports specially developed for the
Customer).

13. SUPPORT SERVICES

13.1 The Supplier shall ensure that support is available by telephone and e-mail
during Normal Working Hours to provide assistance to the Customer in respect
of the following:
(a) remedying Defects in the Product; and
(b) providing advice on the use of the Product.

13.2 The Supplier shall use reasonable endeavours to correct Defects notified to it
by the Customer in a timely manner appropriate to the seriousness of the
circumstances.

13.3 Where the Supplier is required to attend to faults or fix the Product where, in
the Supplier’s reasonable opinion, there is no Defect, or due to fault or
negligence of the Customer, including but not limited to breach by Customer of
any of its obligations under this agreement, Supplier shall charge Customer on
a time and materials basis at its standard rates then applicable and Customer
shall be liable for all associated costs and expenses such as travel, cost of
replacement parts or spares, installation costs, which shall be invoiced to
Customer by Supplier at cost.

14. CUSTOMER'S OBLIGATIONS IN RELATION TO SUPPORT SERVICES

14.1 During the Loan Period the Customer shall not, without the Supplier's prior
written approval, allow any person other than a representative of the Supplier to
modify, repair or maintain any part of the Product.

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14.2 Where the Customer has purchased the Hardware, during the Support Services
Period, the Customer shall not, without the Supplier’s prior written approval,
allow any person other than representative of the supplier to modify, repair or
maintain any part of the Product.

14.3 The Customer shall permit the Supplier to have online access to the Product for
the purpose of carrying out remote diagnostics and correction of Defects. The
Customer shall, at its own expense, provide the equipment necessary to enable
such online access in accordance with the specifications notified to it in writing
by the Supplier (if any).

14.4 Supplier may notify Customer by email of a Defect which it has detected using
the remote diagnostics and request that Customer call Supplier or Supplier will
call Customer staff at the Location(s). The Customer shall comply as soon as
reasonably practicable with all the Supplier's reasonable requests for
information or assistance and Customer will ensure that its staff at the
Location(s) are available to respond to Supplier’s notifications of Defects that
require investigation.

14.5 Where it is identified that spares are required to remedy a Defect, the customer
will ensure that the replaced hardware is returned to the Supplier by courier
without delay. In the event that the Customer fails to return the replaced
hardware to Supplier within thirty (30) days of it having been replaced by
spares, the Supplier shall be entitled to invoice Customer for such spares and
Customer shall be liable for the costs of such spares.

15. DURATION OF SUPPORT SERVICES

15.1 Subject to payment of the Service Charges, the Supplier shall provide the
Support Services for the duration of the Loan Period where the Product is
loaned to the Customer or until terminated in accordance with any of the
provisions of this agreement.

15.2 Subject to payment of the Service Charges, where the Product has been sold
to the Customer, the Support Services shall commence on the Support
Commencement Date and shall continue in force for the Support Services
Period or until terminated in accordance with any of the provisions of this
agreement.

16. WARRANTIES AND LIMITATIONS OF LIABILITY RELATING TO SERVICES

16.1 The Supplier warrants that the Support Services and any other services
ordered by Customer pursuant to an Order Form shall be provided with due
skill and care and in accordance with applicable industry standards.

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16.2 The Supplier's warranties and obligations under this agreement in relation to
Support Services are subject to, and contingent on, the proper use and care by
the Customer of the Product, and do not cover any part of the Product which
has been modified by anyone other than the Supplier, except with the
Supplier's express prior written permission.

16.3 The Supplier shall have no liability to rectify any particular Defect if attempts to
rectify such Defect other than normal recovery or diagnostic procedures have
been made by the Customer's personnel or third parties without the permission
of the Supplier.

16.4 The Supplier does not warrant or guarantee that it will be able to rectify all
Defects, nor that any Defect which does not materially affect the Customer's
operations using the Supported Software will be corrected.

16.5 The Customer’s sole remedy for any breach of warranty given in this Clause 16
shall be reperformance by the Supplier of the service giving rise to the breach.

17. GENERAL LIMITATION OF LIABILITY

17.1 Except as provided below in the case of personal injury and death, the
Supplier's maximum liability to the Customer under this agreement or otherwise
for any cause of action, howsoever arising, related to the Product, shall be for
direct costs and damages only and will be limited to a sum equivalent to the
price paid or payable to the Supplier for the Product(s) or services that are the
subject of the Customer’s claim in the twelve (12) months preceding the cause
of action giving rise to such claim. The Supplier shall not be liable for loss of
profits, cost of procurement of replacement goods or services, damages
resulting from loss of data or loss of use, loss of anticipated savings, indirect,
special or consequential damages resulting from use of the Product or
provision of any services pursuant to this agreement, whether or not such
damages were reasonably foreseeable or actually foreseen.

17.2 The exclusions in this clause 17 shall apply to the fullest extent permissible at
law, but the Supplier does not exclude liability for death or personal injury
caused by the negligence of the Supplier, its officers, employees, contractors or
agents for fraud, or by defects in the Product, breach of the obligations implied
by section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and
Services Act 1982, or any other liability which may not be excluded by law.

17.3 Nothing in this clause or in this agreement shall exclude or limit liability for
fraudulent misrepresentation.

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17.4 The parties hereby acknowledge and agree that the limitations contained in this
Clause 17 are reasonable in light of all the circumstances.

18. CONFIDENTIALITY

18.1 In relation to the Customer's Confidential Information:

(a) the Supplier shall treat as confidential all Confidential Information of the
Customer supplied under this agreement. The Supplier shall not divulge any
such Confidential Information to any person except to its own employees and
then only to those employees who need to know the same. The Supplier shall
ensure that its employees are aware of, and comply with, the provisions of this
clause 188;
(b) the Supplier may provide any subcontractor with such Customer's Confidential
Information as it needs to know in order to perform its obligations under this
Agreement, provided that such subcontractor has first entered into a written
obligation of confidentiality in terms similar to clause a; and
(c) the foregoing obligations shall remain in full force and effect notwithstanding
any termination of this Agreement.

18.2 In relation to the Supplier's Confidential Information:

(a) the Customer shall treat as confidential all Confidential Information of the
Supplier contained or embodied in the Product or Documentation or otherwise
supplied to the Customer during the performance of this Agreement;
(b) the Customer shall not, without the prior written consent of the Supplier, divulge
any part of the Supplier's Confidential Information to any person other than
employees of the Customer who need to know the same for purposes relating
to authorised use of the Product;
(c) the Customer undertakes to ensure that the persons mentioned in clause b are
made aware, prior to the disclosure of any part of the Supplier's Confidential
Information, that the same is confidential and that they owe a duty of
confidence to the Supplier; and
(d) the foregoing obligations as to confidentiality shall remain in full force and effect
notwithstanding any termination of this Agreement.

19. DATA PROTECTION

19.1 Each party shall comply with its respective obligations under the provisions of
the Data Protection Legislation.

19.2 Where Supplier, processes Personal Data as a data processor on behalf of

CusotmerCustomer, Supplier shall:

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(a) act only on instructions from Customer as a data controller; and

(b) comply with Customer’s instructions in relation to the processing of Personal
Data as such instructions are given and varied from time to time by the
Customer; and
(c) at all times take appropriate reasonable measures against unauthorised or
unlawful processing of personal data and against unintentional loss or
destruction of, or damage to, Personal Data.

19.3 Where the Supplier receives any access requests in relation to any Personal
Data processed by the Supplier on behalf of the Customer, the Customer
agrees to reimburse Supplier's reasonable costs of complying with such
requests.

19.4 The Customer agrees that the Supplier may transfer Personal Data outside of
the European Economic Area from time to time where necessary to fulfil its
obligations under this Agreement and the Customer consents to such transfer
(and the Customer shall procure the consent of any data subjects as
applicable) subject to the Customer complying with its obligations under the
Data Protection Legislation in respect of such transfer.

20. TERM AND TERMINATION

20.1 This Agreement shall be effective from the date of signature by the Customer
dispatch for delivery of the Product(s) to the Customer, or if sooner, from the
date of acceptance by the Supplier of an Order Form referencing this
agreement.

20.2 This Agreement shall remain in full force and effect for the Loan Period and/or
any Support Service Period and any renewal thereof unless otherwise
terminated in accordance with this Clause 20.

20.3 Either party may terminate this Agreement without cause by giving sixty (60)
days’ notice in writing to the other party not to take effect prior to the expiry of
(i) where the Product is loaned to Customer, the Loan Period or any renewed
Loan Period; or (ii) where the Hardware is bought by Customer, expiry of the
Support Services Period or any renewed Support Services Period.

20.4 Either party may terminate this agreement immediately by written notice to the
other party if:
(a) the other party commits a material or persistent breach of any of its obligations
under this agreement and (in the case of a breach capable of being remedied)
does not remedy such breach within 30 days of receiving from the other party
written notice of the breach and a request to remedy the breach; or

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(b) any distress or execution is levied on the other party's property or if the other
party has a receiver, administrator, administrative receiver or manager
appointed over the whole or any part of its assets, becomes insolvent,
compounds or makes any arrangement with its creditors, commits any act of
bankruptcy, is wound up or goes into liquidation, or if the other party suffers
any analogous proceedings under foreign law.

20.5 The Supplier may terminate this agreement immediately by written notice to the
Customer if there is any change of control of the Customer. For the purposes
of this provision Control means ,means, in relation to a body corporate, the
power of a person to secure that the affairs of the body corporate are
conducted in accordance with the wishes of that person (or persons):

(a) by means of the holding of shares, or the possession of voting power, in or in relation
to, that or any other body corporate; or
(b) by virtue of any powers conferred by the constitutional or corporate documents, or any
other document, regulating that or any other body corporate;,
Aand a Change of Control occurs if a person who controls any body corporate ceases to
do so or if another person acquires control of it,.

20.6 Any termination of this agreement (however caused) shall not affect any
accrued rights or liabilities of either party, nor shall it affect the coming into
force or the continuance in force of any provision of this agreement which is
expressly or by implication intended to come into or continue in force on or after
such termination, except that the Supplier shall not be liable to the Customer for
any loss, claims, damage, fees, liabilities, costs or expenses, whether direct,
indirect, financial, economic, consequential (including without limitation loss of
profit, loss of goodwill, loss of sale revenue, loss of contract and loss of
opportunity) or otherwise, suffered by Customer as a direct or indirect result of
such termination.

20.7 In the event of termination without cause by the Customer, or termination by

Supplier pursuant to Clauses 20.4 or 20.5, the Customer will not be entitled to
refund of any fees, charges or costs. The Customer shall be liable in full for
any unpaid fees, costs and charges on the date of termination including for any
unexpired portion of the Loan Period and/or the Support Services Period.

21. DISPUTE RESOLUTION

21.1 Any dispute which may arise between the parties concerning this agreement
shall be determined as follows:

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 Draft 3 Juneuly 2009

(a) The party wishing to raise the dispute shall serve notice in writing on the other
party;
(b) within two days, a member of the senior management of each party shall meet
to attempt to settle the dispute;
(c) if the respective senior managers of each party are unable to reach a
settlement within seven days from the date of service of the notice, the
[managing directors or equivalent] of each of the parties shall meet within the
following seven days to attempt to settle the dispute; and
(d) if no settlement results from the meeting of the managers of each party, for the
following 28 days the parties shall attempt to settle the dispute by mediation by
an independent mediator, with costs to be shared equally between the parties.

21.2 If no settlement is reached through mediation, the parties or one of the parties
may refer the matter to the English courts and the parties submit to the
[non-]exclusive jurisdiction of the English courts.

22. GENERAL

22.1 Assignment. The Customer shall not assign, or grant any security interest
over, any of its rights or obligations under this agreement, or any document
referred to in it, without the prior written consent of the Supplier.

22.2 Force Majeure. Neither party shall be liable for any delay in meeting, or failure
to meet, its obligations under this agreement due to any cause outside its
reasonable control including (without limitation) acts of God, war, riot, malicious
acts of damage, fire, acts of any government authority, failure of the public
electricity supply, strike, lock-out or labour dispute or apprehension thereof
(whether or not the settlement of the matter is at the discretion of the party in
question).

22.3 Notices. Any notice given under this agreement shall be in writing and shall be
delivered by hand or sent by pre-paid first-class or fax (provided that a
confirmation copy is sent by first class post no later than 24 hours after the
despatch of the fax) to the address or fax number specified in a valid Order
Form, or to such other address as a party may from time to time notify to the
other party. A notice delivered by hand is deemed to have been served when
delivered. A correctly addressed notice sent by post is deemed to be have been
delivered 48 hours after the time of despatch. A notice sent by fax is deemed
to have been delivered on the date of transmission. In proving the service of the
notice, it shall be sufficient to prove:
(a) in the case of a letter, that such letter was properly delivered or stamped,
addressed and placed in the post (as the case may be); and

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(b) in the case of a fax, that the same was duly despatched to the current fax
number of the addressee and no indication of non-delivery was received by the
sender.

22.4 Waiver. A waiver of any right under this agreement is only effective if it is in
writing and signed by the waiving party, and it applies only to the person to
whom the waiver is addressed and the circumstances for which it is given.
Unless specifically provided otherwise, rights arising under this agreement are
cumulative and do not exclude rights provided by law.

22.5 Severance. If any provision of this agreement (or part of a provision) is found
by any court or administrative body of competent jurisdiction to be invalid,
unenforceable or illegal, the other provisions shall remain in force. If any invalid,
unenforceable or illegal provision would be valid, enforceable or legal if some
part of it were deleted, the provision shall apply with whatever modification is
necessary to give effect to the commercial intention of the parties.

22.6 Publicity. The Customer agrees that Supplier may publicise that the Customer
is a customer of Supplier and the Customer agrees to provide Supplier, on
Supplier’s reasonable request, with testimonials, statements for press releases
and to participate in case studies.

22.7 Third Party Rights. This agreement, and the documents referred to in it, are
made for the benefit of the parties to them and their successors and permitted
assigns and are not intended to benefit, or be enforceable by, anyone else.

22.8 Authority. Each party warrants that it has full capacity and authority, and all
necessary licences, permits and consents to enter into and perform this
agreement and that those signing this agreement are duly authorised to bind
the party for whom they sign.

22.9 Entire agreement. The parties agree that this agreement constitutes the
complete and exclusive statement of the agreement between them with respect
to the subject matter of this agreement, which supersedes all proposals, oral or
written, and all other communications between them relating to it.

22.10 Governing law. This agreement and any disputes or claims arising out of or in
connection with it or its subject matter or formation (including non-contractual
disputes or claims) are governed by, and construed in accordance with, the law
of England.

This agreement has been entered into on the date stated at the beginning of it.

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 Draft 3 Juneuly 2009

Customer: Supplier:
Signature: Signature:
Name: Name:
Title: Title:
Date: Date::

Customer Supplier
Organisation XX Specsavers CFS Europe Ltd
HORSHAM X
Address 57 West ST RH12 1PLXX 237 Queenstown Rd
Horsham X Battersea
SW8 3NP
Name XX Allan Mc Clean Mark Bray
X
Position XX Director Sales Director
X
Signature

Date 2009 1st December 2009

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 Draft 3 Juneuly 2009

SCHEDULE 1
PRODUCT AND SERVICES ORDER FORM

This Order Form is entered into between Supplier and Customer and is effective on acceptance by the
Supplier. This Order Form is governed by and subject to the Supplier standard General Terms and Conditions
and any applicable services schedules entered into between Supplier and Customer dated       (the
“Agreement”).

Products

Product Name Description Qty Start Date Period

CFU Customer Feedback unit 1 ############# 2 years

Services

1 device forFull technical and soft support for the 2 years start date 15/12/2009.

Fees and Payment Dates

£105 Installation Fee + £50 a month.

Customer Supplier
Organisation XX Specsavers CFS Europe Ltd
HORSHAM X
Address 57 West ST Horsham XX 237 Queenstown Rd
RH12 1PL X Battersea
SW8 3NP
Name XX Allan Mc Clean Mark Bray
X
Position XX Director Sales Director
X
Signature

Date XX X 1st December 2009

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 Draft 3 Juneuly 2009

SCHEDULE 1
PRODUCT AND SERVICES ORDER FORM

This Order Form is entered into between Supplier and Customer and is effective on acceptance by the
Supplier. This Order Form is governed by and subject to the Supplier standard General Terms and Conditions
and any applicable services schedules entered into between Supplier and Customer dated       (the
“Agreement”).
Product Details
Product # Quantity OrderedLocation of each Product Loaned/ Puchased Purchase Price

Product # Start Date Loan Period Loan Fee (£) Payment Dates

Support Services

Support Services
Support Services
Support Service
Support Services
Payment Dates
Period Commencement Datecharge

Other Services

Service Description Estimated Delivery Date

CUSTOMER CONTACT DETAILS:

Customer Support Contact Invoice to:
Company:       Company:      
Address:       Address:      
City, Postcode :       City, Postcode :      
Contact:       Contact:      
Phone:       Phone:      

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 Draft 3 Juneuly 2009

Fax:       Fax:      

E-mail:       E-mail:      
In the event of any conflict between the terms of this Order Form and the Supplier General Terms and
Conditions, the Supplier General Terms and Conditions shall prevail.

Customer: Supplier:
Signature: Signature:
Name: Name:
Title: Title:
Date: Date of acceptance:

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