Ascentium Capital of Information

BACKGROUND
Regions Bank, an Alabama banking corporation d/b/a Ascentium Capital ("Ascentium") provides financing to end users of equipment and other commercial assets. The undersigned vendor ("Vendor") sells equipment and/or other commercial assets to end users wishing to use such equipment and assets for business purposes only. Vendor has requested that Ascentium make certain additions and/or alterations to Vendor's website to enhance Vendor's marketing of its products by providing information on Ascentium's financing services.

SCOPE OF WORK
Vendor hereby requests that Ascentium add its financing information to Vendor's website. The Ascentium financing information will include general information about Ascentium and its financing options, Ascentium contact information, one or more links to Ascentium's credit application and Ascentium legal disclaimers and notices (the "Standard Information"). In addition, Vendor may request that Ascentium add certain optional features such as quoting tools for vendor's customers to receive payment estimates under different financing scenarios and/or banner ads or other design elements (the "Optional Information" and together with the Standard Information, the "Ascentium Information"). Ascentium will work with Vendor to determine if any Optional Information is desired and feasible for Vendor's website.

DESIGN, TESTING AND IMPLEMENTATION PROCESS FOR ASCENTIUM INFORMATION
Upon execution of this Statement of Work, Ascentium will provide Vendor with a coding script to be added to Vendor's website that will permit Ascentium to add the Ascentium Information to Vendor's website. Adding the computer script will not make any Ascentium Information go live on the Vendor's website. Once the script is added, Ascentium will design and install the Ascentium Information in a staging environment on Vendor's website (the "Design Phase"). Upon completion of the Design Phase, Ascentium will email Vendor a demo link to the staging environment where Vendor can review and test the Ascentium Information (the "Testing Phase"). Upon completion of the Testing Phase to each of Ascentium's and Vendor's satisfaction, Vendor and Ascentium will execute and deliver a written confirmation in the form of Exhibit A hereto (or such other form of written confirmation acceptable to Ascentium), confirming the approval of the design and testing and authorizing implementation of the Ascentium Information on Vendor's live website.

ACTIONS AND MODIFICATIONS TO ASCENTIUM INFORMATION FOLLOWING IMPLEMENTATION
Without the prior written consent of the other, neither Ascentium nor Vendor shall make any modifications to, or that would otherwise affect, the Ascentium Information. However, Vendor agrees that Ascentium shall be permitted, without the prior consent of Vendor to, modify the Ascentium Information on Vendor's website to periodically (1) make technical, design or other enhancements to the Ascentium Information, (2) update the Ascentium Information in order to comply with applicable laws, rules or regulations or best practices as determined by Ascentium in its sole discretion, (3) correct any errors or other issues with the Ascentium Information, or (4) remove any or all of the Ascentium Information in Ascentium's sole discretion. Ascentium will use reasonable efforts to provide Vendor with advance notice of any material changes to the Ascentium Information on Vendor's website. If necessary, Vendor will cooperate with reasonable requests by Ascentium relating to modifications of the Ascentium Information. Vendor may request that Ascentium remove the Ascentium Information at any time and Ascentium will comply with such request as soon as reasonably possible. In addition, Vendor may directly remove the Ascentium Information from its website at any time and without the consent of Ascentium by removing the coding script linking to the Ascentium Information. Vendor agrees to notify Ascentium if it intends to remove the Ascentium Information from its website.

OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
Any and all Ascentium Information, trademarks, tradenames, logos and intellectual property provided or created, in whole or in part, by Ascentium in connection with this Statement of Work (collectively, "Ascentium Intellectual Property") are, and shall remain, the sole and exclusive property of Regions Bank. To the extent that Vendor is deemed to have acquired any intellectual property rights (other than as expressly set forth in the immediately succeeding paragraph) in the Ascentium Intellectual Property in connection with this Statement of Work, Vendor hereby assigns to Ascentium all of Vendor's right, title and interest in, to and under, any such Ascentium Intellectual Property and, at the request of Ascentium, agrees to execute such other documents, and take all such further actions, to effect such assignment or otherwise protect Regions Bank's ownership rights therein.