INTERNET ACCESS AGREEMENT

(for Dedicated Connection or Collocation)

This Agreement is made this _________ day of __________, 200__, between Elan Communications , Inc, a Delaware corporation (Elan) and ______________________ (Customer).

Elan and Customer agree as follows:

1. Services. In consideration for the payments to be made by Customer pursuant to the terms of this Agreement, Elan will provide to Customer a high speed connection to the Internet for commercial and research uses via Elan's network and computer facilities, which will be operated seven days per week, twenty‑four hours per day (the Services). The Services provided by Elan are subject to all of the terms and conditions of this Agreement. Bulk mailings to more than twenty (20) persons are prohibited. If Customer sends letters with more than twenty (20) recipients, Customer must run consecutive mail delivery programs. Concurrent mailings to more than twenty (20) recipients and unsolicited commercial mail to multiple recipients are prohibited.

2. Payment. In consideration for the Services to be provided by Elan, Customer will pay a one‑time set up charge in the amount of _________ (see attached order form) upon execution of this Agreement, which shall be non refundable. Thereafter Customer shall pay to Elan a base monthly fee of ________ and applicable additional traffic fee in accordance the order form and fee schedule. Payment shall be due 15 days after date of Elan's monthly invoice.

3. Term. The term of this Agreement shall be twelve (12) months commencing , ________ 200__ and ending , _________ 200__ (the Term). Elan may cancel this Agreement and the Services without notice upon (i) Customer's failure to pay any amounts invoiced hereunder within sixty (60) days after the date of the invoice, or (ii) Elan's determinations, in its reasonable discretion, that Customer has used the Service fraudulently, unlawfully or abusively, and has failed or refused to cease such fraudulent, unlawful or abusive use within five (5) days after notice thereof, or, at any time after such notice is given, recommences such fraudulent, unlawful or abusive use, or (iii) Customer's failure or refusals to cure any breach of this Agreement (other than as mentioned above) within fifteen days after notice of such breach has been given by Elan to Customer. Upon such cancellation, Elan shall remove all of Customer's electronically stored data from Elan's facilities without liability of any kind to Customer.

Elan may suspend or interrupt Services under this Agreement upon (i) Customer's failure to pay any amounts invoiced hereunder within thirty (30) days after the date of the invoice; or (ii) Elan's determination, in its reasonable discretion, that Customer has used the Services fraudulently, unlawfully or abusively. Upon such suspension, Elan shall notify Customer that the Services have been suspended and the reason therefore, but shall not remove any of Customer's electronically stored data from Internet's facilities. No suspension of Service hereunder shall excuse Customer from its monthly payment obligation pursuant to paragraph 2 of this Agreement.

4. Restrictions. The Services, and Customer's use of the Services, are subject to the following restrictions:

a. Inappropriate Content Prohibited. Customer's, use of the Services shall not constitute libel or defamation of character, nor infringes on any copyright, trademark or patent, nor shall it violate (i) any trade secret or other intellectual property right of any third parry, or (ii) any federal, state, or local law, regulation or ordinance, including those pertaining to obscenity, applicable in an area where the Content can be viewed or retrieved;

b. Acceptable Use Policies (AUPs). Customer shall at all times during the use of the Services abide by Elan's AUPs as established and modified from time to time, and the AUPs of all other networks which Customer may traverse in the course of its use of the Services;

In the event that Customer violates any of these restrictions, Customer shall indemnify and hold harmless Elan and its directors, officers, shareholders, agents and contractors from and against any and all allegations, claims, expenses (including reasonable attorneys' fees), liability or suits made, threatened or brought in relation to or arising from such violation.

5. No Archival Services. Elan may provide temporary storage of Customer's data. However, Elan shall have no responsibility for failure to backup, or loss of, any of Customer's data. Customer is responsible for providing any archival history services with respect to its data, whether created by Customer or a third party.

6. Disclaimer of Warranties. Elan exercises no control whatsoever over the content, accuracy or quality of the information passing through its network or any products ordered by Customer via its network. The Services and any information or products obtained by Customer through the Services are provided "AS IS" without any warranties whatsoever, express or implied. The warranties of merchantability and fitness of the Services, such information and products for a particular purpose are hereby specifically disclaimed.

7. Limitation of Liability. In no event shall either party be liable to the other for any indirect, incidental or consequential damages arising out of or in relation to this Agreement or the Services, including, but not limited to, damages incurred by Customer resulting from loss of data, due to delays, nondeliveries, misdeliveries or interruptions in Service, regardless of the cause.

8. Force Majeure. Neither party shall be considered in default of its obligations hereunder (except the payment of money, which shall not be excused) if performance of such obligations is prevented or delayed by acts of God or government, war, riots, acts of civil disorder, labor disputes, failure or delay of transportation, or such other causes as are beyond such party's control.

9. Notices. All notices given by any party or required under this Agreement shall be in writing and addressed to the relevant party at the following locations:

Elan: Elan Communications Inc. Customer:

1887 O’Toole Ave, Suite 209.

San Jose, CA 95131

Facsimile Number: 801-697-6876

Any such notice shall be deemed given when (i) deposited in the United States mails, postage prepaid, first class mail and addressed as herein above provided, or (ii) sent by facsimile transmission, receipt confirmed, to the facsimile number herein above set forth. Any such address or facsimile number may be changed by notice to the other party to this Agreement as provided in this paragraph 9.

i. Assignment. Customer shall not assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of Elan. Any attempted assignment or transfer without the consent of Elan shall be deemed void ab initio. Any permitted assignment‑or transfer hereunder shall not relieve Customer of its obligations under this Agreement.

11. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will continue in full force and effect.

12. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware.

13. Entire Agreement. This Agreement represents the complete Agreement and understanding of the parties with respect to the subject matter herein, and supersedes any other understanding, written or oral. This Agreement may be amended from time to time by written work orders or purchase orders attached as Schedules to this Agreement, which may change the scope and description of Services and, correspondingly, the amount of the payment. All such amendments shall be subject to the terms and conditions of this Agreement as amended thereby.

The parties represent and warrant that they have full corporate power and authority to execute and deliver this Agreement and to perform their respective obligations hereunder, and that the person whose signature appears below is duly authorized to enter into this Agreement on behalf of the party whom they represent.

IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date first set forth above.

Elan Communications, Inc. "CUSTOMER"

By: _________________________________ By: ________________________________