Digital Descriptor Systems, Inc.
Information Technology Solutions, Inc.
JOINT VENTURE AGREEMENT
September 16, 1996
This letter of intent outlines the terms and conditions for creating a strategic joint venture relationship between
Digital Descriptor Systems, Inc. ("DDSI") and I/t(x) information technology solutions, Inc. ("I/t(x)").
1. Business Intent
The business intent is to combine the system integration expertise and product development efforts of I/t(x) with
the marketing and sales strengths of DDSI to create and deliver new products and services on an exclusive basis
for the public sector.
a. I/t(x) will provide its I/t(x) products, both currently available and as developed, from time to time.
b. I/t(x) will provide ongoing product development and systems integration services.
c. I/t(x) will include all revenues generated via its relationship with ET Software, Inc. into this joint venture.
d. Any additional sales and marketing support services over and above that of the product manager's will be
provided at I/t(x)'s normal hourly rate (One Hundred Twenty Five Dollars ($125) per hour), upon prior approval
e. DDSI will be responsible for all sales and marketing efforts.
f. Upon prior approval, DDSI will pay all travel and out-of-pocket expenses incurred during sales and marketing
activities, in accordance with DDSI's usual travel and accommodation guidelines.
g. DDSI will pay I/t(x) Fifteen Thousand Four Hundred Dollars ($15,400) upon execution of this agreement and
the same amount due thirty
(30) days thereafter. These two payments which total Thirty Thousand Eight Hundred Dollars ($30,800) shall be
expended to provide the services of a full time product manager resources for a period of one (1) year from the
date hereof. If necessary, as deemed by I/t(x), DDSI shall advance Ten Thousand Dollars ($10,000) in months
three (3), four (4) and five (5) for a total of Thirty Thousand Dollars ($30,000). This advanced amount shall