SECONDARY SUPPLIER SERVICE AGREEMENT

THIS SECONDARY SUPPLIER SERVICE AGREEMENT (this "Agreement") is made and entered into this 15th Day Of April, 2005, by and among Aegis It Solutions, Inc., a (n) California corporation, with its principal place of business located at 638 Hill Street #5 Inglewood, Ca 90302 (hereinafter referred to as “Secondary Supplier”), and TEKSYSTEMS, INC., a Maryland corporation, with its principal place of business located at 7437 Race Road, Hanover MD, 21076 (hereinafter referred to as “Primary Supplier”). WHEREAS, Primary Supplier currently provides supplemental staffing and other personnel to provide services on a project or temporary basis to Cingular Wireless (the "Customer"); and WHEREAS, Primary Supplier wishes to subcontract with Secondary Supplier to provide temporary help services to Customer, an existing customer of Primary Supplier. NOW, THEREFORE, Secondary Supplier and Primary Supplier, in consideration of the mutual promises herein and other good and valuable consideration, agree as follows: 1. Job Descriptions. Secondary Supplier agrees to assign its employees to Customer in order to perform the Work described in Exhibit A for Customer. Secondary Supplier acknowledges that the pay and bill rates set forth in Exhibit B were established pursuant to an agreement between Primary Supplier and Customer (the "Primary Agreement"). Primary Supplier shall provide pertinent sections of the Primary Agreement to the Secondary Supplier as deemed necessary by Primary Supplier. 2. Services. In addition to performing the work described in Exhibit A, Secondary Supplier agrees to recruit, interview, select, and hire applicants who, in Secondary Supplier’s judgment, are best qualified to perform the type of work described in Exhibit A. As the employer of such employees, Secondary Supplier will: (i) maintain all necessary personnel and payroll records for its employees assigned to Customer; (ii) compute their wages and make all withholdings required pursuant to applicable laws, including, without limitation, for federal, state and local income tax and unemployment insurance; (iii) remit employee withholdings to the proper governmental authorities and make employer contributions and payments required pursuant to applicable laws, including, without limitation, for federal state and local income tax and unemployment insurance; (iv) pay net wages and fringe benefits, if any, directly to its employees; (v) provide for liability, fidelity, and Workers’ Compensation insurance coverage in the amounts as hereinafter set forth; (vi) ensure that all of its employees assigned to Customer are legally authorized to be employed in the United States; and (vii) at the request of Primary Supplier or Customer for any valid legal reason, remove any of its employees assigned to Customer; provided, that this arrangement shall in no way affect the right of

Secondary Supplier in its sole discretion as employer, to hire, assign, reassign, and/or terminate its own employees. All Secondary Supplier employees assigned to Customer hereunder shall abide by all of the policies and procedures of the Customer and Primary Supplier. Secondary Supplier shall require all of its employees assigned to Customer to sign all paperwork require by Customer or Primary Supplier prior to beginning an assignment, including, but not limited to, confidentiality agreements, assignment of patents and copyrights, etc. Secondary Supplier understands, acknowledges and agrees that all personnel assigned by Secondary Supplier to Customer to perform services hereunder shall be employees of Secondary Supplier. In the event that any assertion is made that any person assigned by Secondary Supplier to fill a particular Customer order is or was an independent contractor or an employee or joint employee of Primary Supplier or Customer, Secondary Supplier agrees to indemnify, defend and hold harmless Primary Supplier and Customer for any claim, suit, cause of action, demand, loss, damage, cost or expense (including reasonable attorneys' fees) which may arise in any manner from such assertion or a finding that the person is or was an independent contractor or an employee or joint employee of Primary Supplier and/or Customer. Primary Supplier or Customer will notify Secondary Supplier within a reasonable time of any investigation which may be instituted concerning the status of any person placed by Secondary Supplier. 3. Timekeeping. Secondary Supplier's employees shall complete and sign time slips on a weekly basis in order to record compensable working time of such Secondary Supplier employees. A member of Customer's staff will be designated and authorized to sign such time slips on behalf of Customer. In the event Customer’s authorized representative is unavailable to sign the time slips, it is agreed that Primary Supplier is appointed as an agent of Customer for the sole purpose of signing such time slips on behalf of Customer for the Secondary Supplier employees assigned hereunder. The standard workweek is from Sunday to Saturday. Approved timesheets and/or expense forms for the prior week's work must be submitted to Primary Supplier by the following Tuesday. Any timesheets and/or expenses not submitted to Primary Supplier within thirty (30) days from the date of service will not be billable to the Client, and therefore Primary Supplier is under no obligation to compensate Secondary Supplier for such timesheets and/or expenses. 4. Compensation. In consideration of Secondary Supplier’s performance hereunder, Primary Supplier agrees to pay Secondary Supplier at the rate(s) set forth on Exhibit B. Secondary Supplier will invoice Primary Supplier monthly and shall send such invoice to 7437 Race Rd., Hanover, MD 21076, Attention: QA Department. Such invoices shall be payable by Primary Supplier within fifteen (15) days after

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receipt of payment by Primary Supplier from Customer of amounts relating to such invoice. In no event shall Primary Supplier be obligated to pay Secondary Supplier for any invoiced amount unless and until Primary Supplier receives payment from Customer for amounts relating to such invoice. Notwithstanding the above, if in the event that Secondary Supplier is not in breach of this Agreement, and Secondary Supplier’s invoices are more than thirty (30) day’s aged from date of receipt of invoice, Primary Supplier agrees to process and pay Secondary Supplier’s properly submitted invoices at that time. However, in the event that Primary Supplier’s Customer does not pay Primary Supplier for its invoices for whatever reason, and Primary Supplier has paid Secondary Supplier pursuant to this section, either (i) Secondary Supplier will promptly refund Primary Supplier for the amount of money representing the unpaid invoices, or (ii) Primary Supplier will have the right to offset against or recoup from any amounts due Primary Supplier under this Agreement. 5. Workers’ Compensation and Insurance. Secondary Supplier has procured, and will maintain in effect throughout the life of this Agreement, Workers’ Compensation insurance in full limits as required by statute covering Secondary Supplier employees assigned to Customer hereunder. If any direct claim for Workers’ Compensation benefits or awards is asserted against Primary Supplier or Customer by any of Secondary Supplier's employees or, in the event of death, by their personal representatives, then Secondary Supplier shall indemnify and hold Primary Supplier and Customer harmless from and against any such claim(s) to the extent of all benefits and awards, cost of litigation, disbursements and reasonable attorneys’ fees Primary Supplier or Customer may incur in connection therewith. At Primary Supplier or Customer’s option, and upon written notice, Secondary Supplier will undertake the defense of Primary Supplier or Customer against such claims. Secondary Supplier will maintain in effect throughout the term of this Agreement at its own expense all forms of insurance which Primary Supplier may reasonably require from time to time, having limits and covering risks against which a prudent company under similar circumstances would insure. Each policy shall name Primary Supplier and Customer and their respective affiliates, directors, officers and employees as additional insureds and will contain: (i) to the extent possible, a waiver of any subrogation rights against Primary Supplier or Customer or those for whom Primary Supplier or Customer may in law be responsible; (ii) a waiver in favor of Primary Supplier and Customer such that the insurance policy in question shall not be invalidated with respect to their interest by reason of any breach or violation of any warranty, representation, declaration or condition contained in the policy; (iii) a clause stating that the insurance policy will be considered primary insurance and shall not call into contribution any other insurance that may be available to Primary Supplier or Customer; and (iv) an undertaking by the insurer to notify Primary Supplier and Customer in writing of any material change, cancellation, or termination of any provision of any policy not less than 30 days prior to the material change, cancellation or termination thereof. All policies shall be taken out with insurers acceptable to Primary Supplier and shall be in form and substance satisfactory to Primary Supplier acting

reasonably from time to time. If "claims made" policies are provided, Secondary Supplier shall maintain such policies for at least five years following termination of this Agreement. Prior to the performance of any work hereunder, Secondary Supplier will provide Primary Supplier with a current Certificate of Insurance attesting to such insurance coverage and listing Primary Supplier and Customer as additional insureds. All such insurance certificates shall be forwarded to Primary Supplier. 6. Legal Compliance; Indemnity and Limitation on Liability. In its performance of this Agreement, Secondary Supplier will comply with all applicable federal, state and local laws including, but not limited to, all discrimination, wage and hour, employment, workplace health and safety and labor laws, and will indemnify, defend and hold Primary Supplier and Customer harmless from and against any claims, demands, suits, losses, damages, costs, and expenses arising out of any noncompliance or violation or alleged non-compliance or violation by Secondary Supplier or any of its officers, employees or any other individual performing services pursuant to this Agreement of any such laws. In addition, Secondary Supplier will indemnify, defend, and hold Primary Supplier and Customer harmless from and against any and all liabilities, claims, demands, suits, losses, damages, costs, and expenses for bodily injury to or death of any person, or damage to or destruction of any property, caused or allegedly caused directly or indirectly, in whole or in part, by any act or omission on the part of Secondary Supplier, its officers, employees or any other individual performing services pursuant to this Agreement. In complying with workplace health and safety laws, Secondary Supplier will establish written policies and procedures to ensure that Secondary Supplier, its officers and employees and any other individual performing services pursuant to this Agreement take all reasonable care to prevent workplace injuries and illnesses and respond to them effectively when they occur. In this regard, Secondary Supplier will provide all information requested by Primary Supplier from time to time. Secondary Supplier will indemnify and hold Primary Supplier harmless from and against any claims, demands, suits, losses, damages, costs, expenses, or liabilities of whatever nature which are based on or arise from the non-performance or substandard performance of any of the obligations of Secondary Supplier hereunder. Notwithstanding anything contained herein to the contrary, Secondary Supplier shall not bring any claim or otherwise assert any liability or right to indemnification against Primary Supplier or Customer arising out of this Agreement, the relationships created pursuant hereto, or the provision of services by Secondary Supplier or its employees to Customer pursuant to this Agreement, except a claim for compensation in accordance with Section 4. 7. Permits. Licenses and Documentation. Secondary Supplier will maintain in effect during the term of this Agreement any and all federal, provincial and/or local licenses and permits which may be required of a corporation transacting business as a temporary help service firm. Upon request, Secondary Supplier shall provide to Primary Supplier, within a

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reasonable time frame, any documentation that would be needed to validate the requirements of this Section, including, but not limited to Articles of Incorporation, Certificates of Good Standing, and any applicable tax records. 8. Force Majeure. Neither Primary Supplier nor Secondary Supplier shall be responsible for failure or delay in assigning its employees to Customer if such failure or delay is due to labor disputes or strikes, fire, riots, war, acts of God, or any other causes beyond their control. 9. Labor Organizations. Under no circumstances will Secondary Supplier enter into any agreement or understanding with any union organization affecting any Primary Supplier employee assigned to Customer hereunder. In the event Secondary Supplier enters into any collective bargaining agreement covering Secondary Supplier employees assigned to Customer, it is understood and agreed that Secondary Supplier shall have sole control and responsibility for and will be sole signatory under and connected with all such labor negotiations, grievances, collective bargaining agreements, and related labor matters. 10. Assignment and Subcontracting. Secondary Supplier may not assign or subcontract performance of this Agreement, in whole or in part, without the prior written consent of Primary Supplier, which consent may be withheld in the sole and absolute discretion of Primary Supplier. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, heirs and assigns, as permitted. 11. Term. The term of this Agreement shall correspond to the term as set forth in the Primary Agreement between Primary Supplier and Customer and can be canceled by Secondary Supplier only in accordance with the terms of said Primary Agreement. Primary Supplier reserves the right to terminate this Agreement upon not less than five (5) days’ prior notice at any time without cause during the term of this Agreement. 12. Confidentiality. During the performance of this Agreement it may be necessary for the parties to provide confidential and/or proprietary information to each other. The parties agree that such information will be held in strict confidence by the receiving party and will not be disclosed by the receiving party to any third party or used by the receiving party for its own purposes, except to the extent that such disclosure or use is necessary in the performance by the receiving party of its obligations under this Agreement. No information shall be subject to the protections of this section if such information is: (a) or becomes publicly available;

Neither party shall be liable, however, for the inadvertent or accidental disclosure of such information if such disclosure occurs despite the exercise of the same degree of care as such party normally takes to preserve and safeguard its own proprietary information. All writings or documents which contain information subject to the protections of this section will be returned by the receiving party upon request of the disclosing party. 13. Good Faith. It is understood that all parties will operate in good faith. It is further understood by the Secondary Supplier that the Primary Supplier will serve, in effect, as the “Customer,” and that all correspondence, communication, transmittal and communiqués, both verbal and non-verbal, will take place between the Secondary Supplier and the Primary Supplier, and that the Secondary Supplier is in no way permitted or allowed to contact Primary Supplier’s Customer, including marketing activity, without the prior knowledge and consent of Primary Supplier. This is in effect during the term of this Agreement and for a period of one (1) year thereafter. 14. Non-interference with Business Relations. During the term of this Agreement and for a period of one (1) year thereafter, Secondary Supplier shall not (i) do anything, intentionally or otherwise, to discredit or otherwise injure the reputation or goodwill of Primary Supplier; or (ii) in any way interfere with the relationship of Primary Supplier with any customer, employee, independent contractor, engineer or business relation.

15. Restrictive-Covenant Conversion/Right to Hire. Secondary Supplier agrees that during the term of this Agreement and for a period of one year thereafter, that Secondary Supplier will not solicit or attempt to hire any employee of Primary Supplier or Customer. Secondary Supplier understands that violation of this provision would cause severe financial hardships and irreparable harm and that Primary Supplier and/or Customer would be entitled to injunctive relief, damages, and other available remedies. 16. Covenant Not To Compete. Secondary Supplier agrees that during the term of this Agreement and for one year after the termination of this Agreement, neither Secondary Supplier nor any of its personnel assigned to perform services will be assigned by Secondary Supplier to work for any company or organization which is or will be competing with Customer in the specific application in which Customer is engaged during the term of this Agreement. 17. Contract Terms and Conditions. Secondary Supplier agrees that the terms, conditions, rules and procedures outlined in Primary Supplier’s Agreement with Customer will apply to Secondary Supplier and its employees while on assignment at Customer. Primary Supplier will inform Secondary Supplier concerning applicable terms, conditions, rules and procedures from time to time. In addition, Secondary Supplier warrants that it will waive any and all liquidation and/or conversion fees to Primary Supplier or Customer.

(b) released by the disclosing party to any one without restriction; (c) or becomes known or developed by the receiving party independently of the confidential and/or proprietary information of the other party; or (d) released in response to a subpoena, court order or other legal process.

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18. Independent Contractor. In its performance of this Agreement, Secondary Supplier shall at all times act in its own capacity and right as an independent contractor, and nothing contained herein shall be construed to make Secondary Supplier an agent, partner or representative of Primary Supplier or Customer. Secondary Supplier, in accordance with its status as an independent contractor, convenants and agrees that it will conduct itself consistent with such status, that it will not hold itself out as, or claim to be, an agent, partner or representative of Primary Supplier or Customer. It is understood and agreed that the persons engaged by Secondary Supplier to perform the work or provide services under this Agreement shall be considered employees of Secondary Supplier, and under no circumstances are such individuals to be considered or construed to be employees of Primary Supplier or Customer. 19. Notices. 19.1 Manner: Any notice or other communication (“Notice”) required or permitted under this Agreement shall be in writing and either delivered personally or sent by facsimile, overnight delivery, express mail, or certified or registered mail, postage prepaid, return receipt requested. 19.2 Addressee: Notices shall be addressed to: TEKSYSTEMS Attn: Sean McGraw Address: 7437 Race Road Hanover, MD 21076 Fax #: 410-540-7687 Invoices shall be addressed to: TEKSYSTEMS

Attn: Quality Assurance Team Address: 7437 Race Road Hanover, MD 21076 Fax #: 410-540-7516 Or in the case of Secondary Supplier: Aegis It Solutions, Inc. Attn: Mariyam Akmal Address:             Fax #: 888 205-5122 20. Entirety. This document shall be the entire understanding and agreement between the parties with respect to the subject matter set forth herein, and all prior agreements, understanding, covenants, promises, warranties, and representations, oral or written, express or implied, not incorporated herein are superseded hereby. This Agreement may not be amended, modified, altered, supplemented, or changed in any way except in writing, signed by the parties and attached hereto as an amendment. 21. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of State of Maryland. 22. Severability; Construction. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective under applicable law; but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without affecting the remainder of this Agreement. 23. Survival. Sections 2, 5, 6, 12, 13, 14, 15, and 16 shall survive termination of this Agreement for any reason whatsoever.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized signing officers as of the day and year shown above. PRIMARY SUPPLIER: TEKSYSTEMS, INC. By: ________________________________ Name: ______________________________ Title: _______________________________ Date: _______________________________ SECONDARY SUPPLIER:Aegis It Solutions, Inc. By: ________________________________

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Name: ______________________________ Title: _______________________________ Date: _______________________________

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EXHIBIT A [INSERT CUSTOMER TECHNICAL JOB REQUIREMENTS AND SCOPE OF WORK]

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EXHIBIT B

Secondary Supplier Employee Name Mariyam Akmal                              

Standard Billing Rate $ $ $ $ $ $ 55.00                               /hr /hr /hr /hr /hr /hr

Overtime Billing Rate $ $ $ $ $ $ 55.00                               /hr /hr /hr /hr /hr /hr

Scheduled Start Date 4/18/05                              

PRIMARY SUPPLIER: TEKSYSTEMS, INC. By: ________________________________ Name: ______________________________ Title: _______________________________ Date: _______________________________ SECONDARY SUPPLIER: Aegis It Solutions, Inc. By: ________________________________ Name: ______________________________ Title: _______________________________ Date: _______________________________

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