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THOMSON :+: ELITE EXHIBIT B (CONT'D.) STATEMENT OF WORK This Statement of Work is part of the Services Addendum between Thomson Elite and Customer ("Services Addendum"). 1. Definitions. As used in this Statement of Work, the following terms shall have the meanings set forth below Capitalized terms not otherwise defined shall have the meanings set forth in the Services Addendum or the Agreement. "Final Conversion" shall mean completion of the conversion of Customer's data as provided in the Project Plan. "Project Plan" shall mean the written plan, approved in writing by the parties, that includes the project charter, scope statement and project schedule that sets forth the scope, schedule and responsibilities of Thomson Elite and Customer for implementation of the Software, including Software Installation, and any data conversion, training or other services to be provided. "Planning Meeting" shall mean the meeting(s) between Thomson Elite and Customer to prepare the Project Plan. "Service Fees" shall mean the fees payable to Thomson Elite for implementation, consulting, training, conversion or other services provided under a Statement of Work pursuant to this Statement of Work. 2. Service Fees and Expenses. The Services Fees are due and payable as set forth in the Software and Fees Schedule attached to the Agreement or an amendment thereto and in accordance with Section 4 of the Agreement. Expenses shall be payable in accordance with Section 4 of the Agreement. 3. Project Managers. At or before the Planning Meeting, each party shall inform the other of the individual appointed to serve as its project manager ("Project Manager"). The Project Managers shall serve as the primary contact in regard to coordinating and supervising the implementation of the Software and conversion of the Customer's existing system, if any. Each party shall be responsible for ensuring that its Project Manager dedicates sufficient time to fulfill that party's respective obligation under this Statement of Work. Customer acknowledges that a change of Project Managers by Customer may result in delays in the implementation and necessitate an amendment to the Project Plan. 4. Project Plan and Change Requests. 4.1 Thomson Elite and Customer shall schedule the Planning Meeting at a time or times and location to be mutually agreed for purposes of developing the Project Plan. Thomson Elite shall present a draft Project Plan for Customer review and comment within Ver. 7 Feb 2008 fifteen (15) days after completion of the Planning Meeting and the parties shall work to finalize and sign the Project Plan within the following seven (7) days. The Project Plan may thereafter only be modified by a Change Order (defined below) or other written agreement signed by both parties. 4.2 Following execution of the Project Plan, Customer may submit requested changes to the Project Plan in writing to Thomson Elite. Thomson Elite shall respond to Customer's change request within twenty (20) days of receipt. Thomson Elite's response (the "Change Order") shall identify any changes to the Service Fees or expenses and any changes to the Project Plan (including any resulting delay charges) that would result from implementing the change. Customer may, in its discretion, accept the Change Order by signing the Change Order and returning it to Thomson Elite. Upon execution by Customer, the Change Order will amend the Project Plan, and, if applicable, the Software and Fees Schedule. If Customer rejects the Change Order, the Project Plan will remain unaltered. 5. Training. In the event that training services are to be provided pursuant to the Software and Fees Schedule, Thomson Elite shall make available to Customer as set forth in the Software and Fees Schedule, training and support for Customer personnel designated by Customer who are skilled in professional billing and accounting and practice management systems ("Customer's Personnel") to operate the Software. Thomson Elite shall not be responsible for training replacements of Customer's Personnel who are re, assigned or whose employment with Customer is terminated except pursuant to a separate Statement of Work. 6. Implementation. 6.1 Installation of the Software. Thomson Elite and Customer shall cooperate to identify the hardware and related communications equipment necessary for Installation of the Software. Installation of all hardware and supporting software is the responsibility of Customer. Once the configuration of the hardware, including the operating system, conforms to the specifications agreed upon by Thomson Elite and Customer, Thomson Elite shall install the Software ("Installation"). 6.2 Pre-conversion Testing of the Software. After Installation of the Software, Thomson Elite shall test the Software running on the hardware. 7. Conversion. In the event that conversion services are to be provided pursuant to the Software and Fees Schedule, the following shall apply: 7.1 Conversion of Customer's Database. Customer shall provide its data in an accurate form in a mutually agreed format and Page 14 of 17