COUNTY OF CHATHAM	)
				)	CENTER OF EXCELLENCE (COE) AGREEMENT
STATE OF GEORGIA	)

	This Agreement (the “COE Agreement”) made and entered into this ___day of May, 2005, between Savannah Family Institute, Inc., a Chatham County, Georgia corporation (hereinafter referred to as “SFI”) and Clayton Center, Inc., a Clayton County, Georgia non-profit corporation (SCOTT TO GET PROPER CORPORATE NAME)  (hereafter referred to as “CLAYTON”).

R E C I T A L S
	WHEREAS, SFI has developed unique therapeutic modalities for the treatment and parenting of adolescents who are experiencing severe emotional problems and/or who are exhibiting severe behavior problems such as oppositional defiant and conduct disorder behavior problems; and

	WHEREAS, SFI has developed and offers educational and training workshops for psychotherapy and counseling professionals pursuant to which such professionals are trained in the use and administration of SFI’s Parenting with Love and Limits® Model and SFI’s Family Therapy Model (collectively, the “SFI Models”); and
	WHEREAS, SFI has developed certain proprietary written and audio-visual materials which SFI uses and distributes in connection with its educational and training workshops and which is otherwise available for purchase through SFI (the “SFI Proprietary Information”);
	WHEREAS, CLAYTON desires that SFI offer its educational and training workshops to specific psychologists, counselors and/or social workers employed by or affiliated with CLAYTON (the “Trained Professionals”) who will handle referrals to CLAYTON of juveniles and their families for therapy in accordance with the SFI Models; and
	WHEREAS, SFI and CLAYTON agree that, based on the conditions set forth herein, SFI should grant CLAYTON a license pursuant to which CLAYTON and its Trained Professionals may use the SFI Models and the SFI Proprietary Information to educate the parents and treat the juveniles referred to CLAYTON by the Clayton County Juvenile Courts.
A G R E E M E N T
	NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:
	I. 	Definitions
		a. 	New Family or New Families
“New Family” is defined as any individual, youth, parent, legal guardian, or caretaker that begins either the SFI parenting or family therapy program, whether they complete one or all six parenting groups or family therapy after care sessions.  A “new family” is still considered “new” even if the individual, youth, parent, legal guardian, or caretaker terminates the parenting or family therapy sessions prematurely.
		b. 	CLAYTON
			The term CLAYTON refers to Clayton Center (SCOTT – CHECK NAME), its officers, employees, independent contractors or other agents involved in the use of SFI Models or Proprietary Information.

	2. 	Obligations of SFI.
		a. 	Workshops
			SFI agrees to conduct the following professional certification workshops (collectively, the “Workshops”) for CLAYTON at CLAYTON’s facilities in Jonesboro, Georgia (or at such other location upon which the parties shall mutually agree) on the following dates:

Workshop to be Conducted	Dates of Workshop	
Professional Certification Training –
15-Step SFI Model of Family Therapy	July 25-26, 2005	
Professional Certification Training
Parenting with Love and Limits®	July 27-29, 2005	

SFI will train the appropriate number of CLAYTON counselors during the five-day certification training in both the six-week Parenting with Love and Limits® 	parenting group and the 15-Step SFI Family Therapy Model.  The number of counselors trained will be based on the following parameters:

•	Four Therapists = 0 to 128 families to be served within a 12 month period
•	Six Therapists = 129 to 192 families to be served within a 12 month period
•	Eight Therapists = 193 to 256 families to be served within a 12 month period
			(BARRY, DON’T WE LIMIT TO 4 SINCE LICENSE FEES START 
			 AT $28,000?)  Brice, I believe we can leave the scale above intact by carefully spelling out (a) the mechanisms by which Clayton can add to the numbers of trained therapists during the year, and (b) the mechanisms by which we calculate their license fees during the year.  See my comments and language changes below.

	Other members of CLAYTON’s staff are encouraged to be present and observe, but they will not be licensed to conduct any treatment using the SFI Model unless they are officially certified by SFI.

		b. 	 Supervision and Fidelity Training.  I believe this whole section (b) is inappropriate for this contract.  It’s left over from a Category 2 contract and shouldn’t be here.  Scott, please confirm what I say here.

		In conjunction with the Workshops, SFI agrees to conduct up to five

		(5) hours of supervision and fidelity training (the “Training”) for up to

		five (5) Trainees who are attending or have attended the 

		Workshops.  The Trainees eligible to participate in the Training will 

		be selected jointly by SFI’s trainer(s) and CLAYTON.  The Training 

		shall be provided on the following dates at the following times or at 

		such other date(s) and time(s) as the parties shall mutually agree:

Training	Dates/Times of Training	
1 hour	Working lunch on July 27, 2005	
1 hour	Immediately after the July 27, 2005 session ends (around 5 pm)	
1 hour	Immediately prior to the start of the July 28, 2005 session
(around 8 am)	
1 hour	Working lunch on July 28, 2005	
1 hour	Immediately prior to the start of the July 29, 2005 session (around 8 am)	
c.	Ongoing Consultation change to Supervision by SFI and Indemnity
	(1)	Ongoing Consultation change to Supervision
	 		SFI personnel, or contractors designated by SFI, shall	engage in periodic telephone consultation change to supervision with the licensed CLAYTON therapists using the SFI Model.  (BARRY-DO WE SPECIFY 	HOW MUCH TIME? Yes, I believe we should specify.  IS THIS ON A WEEKLY BASIS?)  Brice, Scott has a standard frequency for supervision of Category 1 certified professionals, but since this is a clinical issue, Scott needs to fill in this info SFI’s responsibilities in supervision and fidelity training are set forth in SFI’s published Supervision Guidelines, copies of which have previously been furnished to CLAYTON by SFI. In addition, should SFI, during supervision of its work set forth in this COE Agreement, determine in consultation with the CLAYTON clinical supervisor that a CLAYTON therapist has violated the AAMFT (American Association of Marital and 	Family Therapy) code of ethics, failed to complete 	supervision forms on either the parenting or family therapy SFI models, or performed consistently below average during phone supervision, then SFI has the option of removing them as an SFI therapist. Should CLAYTON fails to remove this therapist, CLAYTON may forfeit its License and this agreement will terminate.    
			(2)	Indemnity
				CLAYTON AGREES TO INDEMNIFY AND HOLD 	HARMLESS, SFI, ITS PERSONNEL AND DESIGNATED 	CONTRACTORS WHO PERFORM TRAINING AND 	CONSULTATION WITH LICENSED CLAYTON 	THERAPISTS IN ACCORDANCE WITH PUBLISHED SFI 	GUIDELINES.  CLAYTON IS RESPONSIBLE FOR ALL 	COSTS, INCLUDING ATTORNEY’S FEES AND OTHER 	EXPENSES 	OF LITIGATION, ASSOCIATED WITH ANY 	CLAIMS  (INCLUDING, BUT NOT LIMITED TO, 	NEGLIGENCE OR MALPRACTICE) AGAINST SFI, ITS 	PERSONNEL OR DESIGNATED CONTRACTORS.  	CLAYTON AGREES TO ASSUME DEFENSE OF ANY LAW 	SUITS AGAINST SFI, ITS 	PERSONNEL OR DESIGNATED 	CONTRACTORS.   CLAYTON’S DUTY TO INDEMNIFY AND 	HOLD HARMLESS APPLIES TO ALL CLAIMS ARISING 	OUT OF TREATMENT BY CLAYTON OF PATIENTS OR 	THEIR FAMILIES, EVEN IN SITUATIONS IN WHICH THE 	COMBINED NEGLIGENCE OF CLAYTON AND SFI 	PERSONNEL CAUSE INJURY.
		d. 	New Staff and Booster Training
Should CLAYTON desire to increase its number of licensed therapists, SFI will offer new staff training at a place and on dates of SFI’s choosing, including its office in Savannah, Georgia THIS PHRASE IS NOT REALLY NECESSARY, NOR IS IT GRAMMATICALLY CORRECT, at the cost of $750.00 per therapist.  CLAYTON will be responsible for all travel, hotel and other expenses of its therapists attending such additional training offered by SFI.  Likewise, should CLAYTON desire to renew this agreement as provided for herein on conditions set by SFI (see Para. 4.a. infra), SFI will offer the required booster training for CLAYTON therapists at a location, and subject to other costs, specified by SFI.

3.		Obligations of CLAYTON (CLAYTON) (Center of Excellence)
a.		License Fee 
	CLAYTON shall pay SFI License Fees as follows:
	0-128 new families in a 12-month period = $28,000 annual fee
	129-196 new families in a 12-month period = $35,000 annual fee
	193-256 families in a 12-month period = $41,000 annual fee
	(1)	Initial Monthly Payments
		License fees may be paid in full at inception of the contract, 			or in 12 (twelve) equal month installments at 6% simple 			interest.  CLAYTON has to start making monthly payments at 		the lowest rate of $28,000 per year WHY DO THEY HAVE TO START THERE? THEIR MONTHLY PAYMENT SHOULD BE CONSISTENT WITH THE NUMBER OF THERAPISTS INITIALLY TRAINED, WHICH IN TURN SHOULD BE CONSISTENT WITH THE EXPECTED NUMBER OF FAMILIES THEY WILL TREAT IN THE FIRST YEAR..  Each installment, with interest, will be $2,522.44. ONLY IF STARTING AT THE FOUR THERAPIST ($28,000) LEVEL
	(2) 	Re-Calculated Monthly Payments 
CLAYTON will e-mail to SFI a list of all new families using the SFI model(s) no later than three business days after the last business day of each month.  (See Para. 3.d. infra).  After reports are received for the sixth (6th) month of the contract, and again when the contract terminates after twelve (12) months, SFI will re-calculate the number of new families and will re-calculate the annual license fee in accordance therewith.  SFI will bill CLAYTON any additional license fees due at the recalculated rate, with interest, and CLAYTON will pay such bill(s) within fifteen (15) calendar days of receipt of same, not including 	weekends or holidays.  
		b. 	CLAYTON Reimbursement of SFI Expenses and Other Costs. 
		(1)	General.
			In addition to the payment to SFI of the fees set forth in 			Section 2(a) hereof, CLAYTON agrees to reimburse SFI for 			certain costs and expenses incurred by SFI and its 				representatives as set forth in this Section 3.b.  SFI agrees to 		deliver to CLAYTON, within fifteen (15) business days 			following the conclusion of the Workshops, an invoice for all 			such costs and expenses.  If CLAYTON requires original 			expense invoices, CLAYTON agrees to notify SFI in writing of 		such prior to 	the start of the Workshops.  CLAYTON agrees 			to remit payment in full to SFI within ten (10) business days 			following receipt of such invoice.  
		(2)	Shipping and Handling Costs.  CLAYTON agrees to pay for 			all shipping and handling costs incurred by SFI in connection 		with the delivery of the SFI Proprietary Information to be used 		in the Workshops to the CLAYTON or the location of the 			Workshop.
		(3)	Travel and Hotel Expenses.  CLAYTON agrees to pay for the 		following travel expenses incurred by each SFI trainer in 			connection with the 	Workshops:
			   Round-trip mileage to the Workshops at the rate of .38 per 		     mile; 
			   Accommodations (the equivalent of a 4 star hotel in the 			     United States or as otherwise mutually agreed upon by the 		     parties) THIS PARENTHETIC EXPRESSION RE 4 STAR HOTEL HAS CAUSED US SOME PROBLEMS IN THE PAST AND SHOULD BE REMOVED.at the site of the Workshop or within a reasonable distance thereto; and
			   A per diem meal allowance ($35 per full day; $20 per 			     partial day).
			(4) 	Hotel Reservations.  
				CLAYTON agrees to make any hotel reservations necessary 				for the SFI trainer(s).  CLAYTON 	further agrees to notify SFI 				of (i) the hotel's name, address, phone and fax numbers, (ii) 					the reservation confirmation number and (iii) the directions to 				the workshop location from the hotel, at least ten (10) 						business days prior to the first day of the Workshops.  
			(5)  	Marketing and Other Costs.THIS WHOLE ISSUE OF MARKETING THE WORKSHOPS IS MOOT IN THE CASE OF COE TRAINING, BECAUSE THEY ARE TRAINING A “CAPTIVE” AUDIENCE.  WE SHOULD, HOWEVER, KEEP THE PART ABOUT THEM BEING RESPONSIBLE FOR THE COSTS ASSOCIATED WITH THE SITE OF THE WORKSHOPS AND THE COSTS OF PRINTING HANDOUTS, ETC.
				CLAYTON will be responsible for all other costs and tasks 				associated with providing the Workshops including, but not 				limited to, any costs associated with the site of the 					Workshops and with the reproduction of 	handout materials. 				Moreover, CLAYTON will be responsible for all costs and 				tasks associated with marketing the Workshops 					including, but not limited to, producing and distributing 				brochures; provided however, that all brochures and other 				marketing materials produced by CLAYTON for the 					Workshops will be subject to prior review by SFI.  SFI agrees 			to provide to CLAYTON, upon CLAYTON’s written request, 				any information (including, but not limited to, any SFI logos or 			promotional information) as may be reasonably necessary for 			CLAYTON to prepare brochures and/or other marketing 				materials for the Workshops.  SFI may, at its option, list the 				Workshops on the SFI Calendar of Events.
			(6) 	Training Lunches. THIS SECTION IS INAPPROPRIATE
				CLAYTON agrees to make all arrangements for and pay for 				all costs relating to the Training lunches, if any, to be held 				pursuant to Section 1(b) hereof.
			(7)	Audio-Visual Needs.
				SFI will provide to CLAYTON, by no later than the 15th 				day prior to the first day of the Workshops, a list of all 					equipment and supplies needed by SFI at the Workshops 				(including, but not limited to, a LCD projector, a DVD player, a 			VCR and a viewing screen of sufficient size as to be easily 				viewed by all trainees).  CLAYTON agrees to provide, at its 				sole cost and expense, the requested equipment and 					supplies and to have all the equipment and supplies delivered 			to and set up at the location where the Workshops will be 				held.  In the event certain equipment or 	supplies requested 				by SFI is not available, CLAYTON shall provide a reasonable 			equivalent thereof and shall notify SFI as soon as reasonably 			possible of the substitution.
	(8)	Continuing Education Credit
		If continuing education credit will be offered to Trainees, 			CLAYTON agrees to secure approval from the appropriate 			organizations. SFI agrees to provide to CLAYTON, upon 			CLAYTON’s written request, any information (including, but 			not limited to, workshop narratives, agendas, learning 				objectives, presenter credentials) as may be reasonably 			necessary for CLAYTON to obtain such approval.
	 	c.	Permissible Treatment 
			The therapists trained in the SFI Models may see any individual youth (and their family) who are between the ages of eleven (11) to eighteen (18) with diagnoses of substance abuse, ADD, oppositional defiant disorder, conduct disorder, or depression.
		d. 	Monthly Reports
			CLAYTON will provide SFI, within three (3) business days after the end of each month, written reports of all new clients and therapists’ supervisory hours in a form satisfactory to SFI. SFI will provide CLAYTON with forms for the purpose of this reporting. Failure to provide these reports to SFI may, in SFI’s sole discretion, result in termination of this COE Agreement and revocation of CLAYTON’s license. 
e.		Purchase of SFI Materials
	CLAYTON shall utilize “SFI Models” only in conjunction with 			authorized SFI printed materials and authorized techniques.   	Accordingly, each new CLAYTON client in either SFI program, 	whether paying or non-paying, and whether the therapy is with the 	six-week Parenting with Love and Limits® or the SFI family therapy 	sessions, must receive the entire SFI kit of written materials before 	beginning the SFI program. CLAYTON will exercise its discretion as 	to whether to pass the cost of the SFI materials on to the patient, 	to seek third party funding for the materials, or to provide them 	without charge.(BARRY _ WHY DON”T WE ELIMINATE THIS  SENTENCE??) AGREED. IT DOESN’T MATTER TO US WHETHER COE GET PAID FOR THE MATERIALS bwl CLAYTON agrees to purchase the following SFI 	materials at the prices listed below:
			(1) 	Parenting Materials (1 Teen & 1 Parent
				 Workbook, Parenting Your Out-of-Control 
				Teenager Book)				  $35.00
			(2)    	1 Family Therapy Parent Survival Kit
				Study Guide Workbook			   $20.00
										   $55.00 per Client
	Payment terms for SFI materials invoices are net 10 days.

		f. 	Outcome Studies
			SFI will provide expertise in setting up the outcome studies.  
CLAYTON is responsible for identifying and selecting its own research assistant(s) who will perform outcome studies of the family and individual therapy conducted by CLAYTON utilizing SFI’s Models. Past studies can be found on  within the “Research Corner”.  SFI will recommend specific research instruments, but is not responsible for the purchase of such instruments.  SFI can perform statistical analysis for CLAYTON at a negotiated fee, or CLAYTON can select its own statistician. Failure to conduct outcome studies, or to submit completed reports on such studies without prior written approval from SFI may, in SFI’s sole discretion, result in termination of this COE Agreement and revocation of the CLAYTON license. 
	4. 	License. 
		a. 	License and Renewal
			With the restrictions set forth in paragraph 4.e, below, and based 
			upon CLAYTON’s performance of its duties under this COE 
			Agreement, CLAYTON has been granted a non-exclusive, non-
			transferrable license to use the SFI Models and the SFI Proprietary 
			Information to educate parents and treat juveniles (the “License”).  
			The License was effective as of the date of CLAYTON’s first use of 
			the SFI Models, and shall expire on the first anniversary of this COE 
			Agreement.  (BARRY – THIS CONFLICTS WITH THE LICENSE 
			PAYMENT PROVISION IF THE CONTRACT IS EXECUTED 
			BEFORE THE WORK SHOPS).  MAKE BOTH ENDS OF THE TERM RELATIVE TO THE DATE OF SIGNED AGREEMENT.
CLAYTON is not permitted to 
			lease, sell, distribute, photocopy, or sub-license any of these SFI 
			Proprietary Information or trade secret techniques to any other 
			users, except for the purposes hereinafter set forth, without the 
			express written permission of SFI.  This COE Agreement does not 
			grant to CLAYTON any proprietary interests or rights to the 
			copyrights, service marks, trademarks, or trade secrets described 
			herein, which CLAYTON acknowledges are owned exclusively by 
			SFI.  Within thirty (30) days prior to expiration of the License, SFI 
			may extend to CLAYTON an option to renew the existing License 
			based upon booster training and other conditions specified by SFI in 
			writing. 
		b.	Termination
			CLAYTON’s license may be terminated for any material breach of 
			this COE Agreement, including the various reasons set forth in 
			paragraph 3 above:  (1) failure to provide monthly reports 
			(paragraph 3.d.); (2) failure to pay license fees (paragraph 3.b. ); (3) 
			failure to use and purchase SFI materials (paragraph 3.e.); (4) 
			failure to follow SFI clinical and other standards as set forth in SFI’s 
			Supervision Guidelines; and (5) failure to remove a therapist found by SFI during ongoing consultation to have violated AAMFT guidelines.  (See Para. 3.c. supra).
		c. 	Restriction to Trained Therapists.
			CLAYTON’s License is restricted to the specific therapists who 
			attended the four-day certification training conducted by SFI 	under 
			this COE Agreement.  Each of these licensed therapists must 
			execute a Mutual Non-Disclosure Agreement similar to the form set forth in Exhibit “A” hereto. 
		d. 	Acknowledgment of Proprietary Rights.

	CLAYTON acknowledges that SFI has a proprietary interest 	in all of the printed and/or audiovisual materials hereinafter described and being more specifically set forth as follows:
			(1) 	Ownership of the service mark Parenting with Love and 
				Limits® which identifies SFI’s training and educational 
				services of its new treatment modality;
			(2)	Ownership of the trademark Parenting with Love and Limits® 
				which identifies its printed and audiovisual materials, 
				including the Leader’s Guide, Parent and Teen Workbooks, 
				Survival Kit Study Guide, Supervisory Manuals, and Videos 
				on either VHS tape or DVD.;

			(3) 	Copyright ownership in all of the printed and audiovisual 
				materials distributed by SFI and/or used in training sessions 
				in Parenting with Love and Limits® and SFI Therapy Model of 
				Practice; and
			(4) 	The structure, sequence and techniques described in the SFI 
				Therapy Model printed materials are the valuable trade 
				secrets of SFI, and are owned exclusively by SFI.		

		e.	Proprietary Materials.
			The materials provided to CLAYTON described above include some 
			or all of the following:	
			(1) 	Parenting with Love and Limits® Leader’s Guide;

			(2) 	Parenting with Love and Limits® Parent and Teen 
				Workbooks;
			(3) 	Parenting with Love and Limits® educational videotape 
				Remove “tape”;
			(4) 	Optional pre-workshop bubble test to be administered; and, CAUTION! CHECK WITH SCOTT. I DO NOT BELIEVE WE OWN THE RIGHTS TO THESE PRE AND POST TESTS.
			(5) 	Optional post-workshop bubble test to be administered.

		f.	General Restrictions and Requirements.
	As additional consideration for the granting of this non-		exclusive license to CLAYTON, CLAYTON agrees to abide 			by the following additional restrictions and requirements:		

	(1) 	Only trained counselors permitted	

	CLAYTON agrees not to train any other counselors 			using the Parenting with Love and Limits® or the SFI 			Family Therapy Model of Practice modality, whether 			professional or lay, either within CLAYTON’s 				organization, or outside CLAYTON’s organization, 			without the express written permission of SFI.   			CLAYTON’s Trained Professionals must have at least 		a Master’s degree in counseling, with specific 				exceptions made by written approval of Dr. Scott Sells 		on a case-by-case basis;
			(2) 	Signed Disclaimer of Parents. CLAYTON agrees that, 		prior to beginning any parenting workshops, they will 			have all parents who attend their SFI workshop sign a 		written disclaimer statement stating that they 				understand the workshop is for educational purposes 			only, and not for psychotherapeutic purposes (see 			Appendix “B”) .
SCOTT, THE DISCLAIMER ABOVE SEEMS TO BE IN DIRECT CONFLICT WITH YOUR RECENTLY MODIFIED DEFINITION OF “LEVEL 2” AS MULTI-FAMILY GROUP PSYCHOTHERAPY. I BELIEVE WE ARE SETTING UP A MAJOR DISCONNECT HERE WITH THE CONTINUED USE OF THIS PARENT RELEASE FORM AS-IS.  BRICE, THIS HAS GOT TO BE STRAIGHTENED OUT IMMEDIATELY. WE MAY HAVE TO HAVE A 3 WAY CONVERSATION WITH SCOTT.
			(3) 	CLAYTON agrees not to copy or distribute to third 			persons any part or portion of SFI material described 			in paragraph 3.e. herein because the material is 			copyrighted. 

		g.  	Breach Deemed In CLAYTON Infringement.  THIS HEADING DOESN’T MAKE SENSE
	Any violation or breach of the terms and restrictions of this 			Licensing COE Agreement by CLAYTON shall be deemed to 		be not only a breach of contract resulting in the termination of 		this Licensing COE 	Agreement, but shall also be deemed to 			be an infringement of SFI’s copyright, and SFI shall have the 		right to exercise all remedies available to SFI under the 			copyright laws of the United States and/or the State of 			Georgia.
	h.	Limited Warranty.
		SFI in no way warrants or guarantees its Proprietary Materials, 			certification training, and/or subsequent family 	therapy will provide 			any psychotherapeutic cure or psychotherapeutic solution or 				resolution, for any adolescent and his or her parents as a result of 			attending the family or group therapy and/or making use of SFI’s 			Proprietary Materials.  SFI represents to CLAYTON only that, when 		used and conducted properly, its Proprietary Materials and family 	
		therapy techniques, can help parents understand and better 				deal with their adolescent child’s behavior problems.  SFI 				SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, 				REPRESENTATIONS, OR CONDITIONS, EXPRESS OR 				IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY 					IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY 			OR FITNESS FOR A PARTICULAR PURPOSE.  ALL 				OTHER IMPLIED TERMS ARE EXCLUDED.
c.	
	5. 	Miscellaneous Provisions.

		a.	Notices.  All notices and other communications relating 					hereto shall be in writing and shall be served by personal 					delivery, commercial messenger or courier service, certified 					or registered mail (return receipt required), confirmed 						telephone facsimile, to the part at its address or fax number 					appearing below, or to such other address or fax number as 					specified by notice by such party to the other parties 						hereunder.  Except as otherwise provided in this COE 					Agreement, service of any such notice shall be deemed 					effective on the earlier of the day of (i) actual delivery, or (ii) 					seventy-two (72) hours after deposit in the United States mail, 				registered or certified, or (iii) receipt of fax confirmation.  The 				addresses of both parties are:

				SFI:		Savannah Family Institute, Inc.
						161 Passaic Lane
						Richmond Hill, GA 31324
						Tel:  (912)727-2840
						Fax: (912)727-2847

				CLAYTON:	Clayton Center
						Attn:  Ann Brock, Ph.D.
						112 Broad Street
						Jonesboro, GA  30236
		b.	Interpretation 
			The headings contained in this COE Agreement are for reference 				purposes only and shall not affect in any way the meaning or 				interpretation of the COE Agreement.
a.	
		c.  	Counterparts
			This COE Agreement may be executed by facsimile and in one or 				more counterparts, all of which shall be considered one and the 				same COE Agreement, and shall become effective when one or 				more counterparts have been signed by each of the parties and 				delivered to the other party, it being understood that all parties need 			not sign the same counterpart.
a.	

		d.	Entire COE Agreement
			This COE Agreement constitutes the entire COE Agreement 					between the parties with respect to the subject matter hereof and 				supersedes all prior COE Agreements and understandings, both 				written and oral, between the parties with respect to the subject 				matter hereof.
		e.  	Successors and Assigns
			This COE Agreement shall be binding upon and enforceable against 			the parties and their successors and assigns.
c.	
f.	Waiver or Amendment 
	No waiver or modification of this COE Agreement will be binding 	upon any party unless made in writing and signed by a duly 	authorized representative of such party.  No failure on the part of 	SFI to exercise, and no delay in exercising, any right shall operate 	as a waiver thereof, nor shall any single or partial exercise by SFI of 	any right preclude any other or future exercise thereof or the 			exercise of any other right.

g.	Unenforceable or Void Provisions
	In the event that any provision of this COE Agreement, or the 	application thereof, becomes or is declared by a court of competent 	jurisdiction to be illegal, void or unenforceable, the remainder of this 	COE Agreement will continue in full force and effect and the 			application of such provision to other persons or 	circumstances will be interpreted so as reasonably to effect 			the intent of the parties hereto.  The parties further agree to 			replace such void or unenforceable provision of this COE 			Agreement with a valid and enforceable provision that will 			achieve, to the extent possible, the economic, business and 			other purposes of such void or unenforceable provision.
f.	
h.	Governing Law
	This COE Agreement shall be governed by and construed in 	accordance with the laws of the State of 	Georgia.  Each of the 	parties here irrevocably consents to submit any dispute hereunder to 	binding arbitration in accordance with the Georgia Arbitration Code, 	O.C.G.A. 9-9-1, et seq. 
i.	Attorney’s Fees
	SFI shall be entitled to recover its reasonable cost of litigation, 	including attorney’s fees, in any action brought relating to the 	enforcement of any provision of this COE Agreement.
		IN WITNESS WHEREOF, the parties have set their hands and seals as of the date first set forth above.
							SAVANNAH FAMILY INSTITUTE, INC.
							A Georgia Corporation

      By:________________________________
								BARRY W. LEE, DIRECTOR

								(Corporate Seal)

						     _______________________________(L.S.)
						    ANN BROCK, Ph.D, CLINICAL DIRECTOR
							Clayton Center, Jonesboro, Georgia