Terms and Conditions:

This agreement (the ”Agreement”) is by and between Broadband NetWest Online, Inc duly authorized and existing under the laws of the State of Texas with its main office at 5000 East University, Suite 10, Odessa Texas 79762 and the Customer (as above) for the provision by NetWest or its subcontractors of certain computer network services and the provision of certain Customer Premise Equipment to facilitate such access, all as more particularly described below.1. Local Access - NetWest shall install or cause to be installed the requisite equipment to provide the Customer a link to NetWest . Customer will be responsible for installation, maintenance and monthly expenses. It is understood that NetWest owns and controls the various telecommunication facilities and equipment, which it uses to provide access, except those specifically belonging to the Customer. Arrangements for use of, or access to, such facilities must be made with those who own or control them and at no time will customer tamper with or cause tobe tampered with the installed NetWest equipment. The Customer is responsible for providing necessary cabling, equipment and manpower to distribute telecommunications facilities from the standard access point to the client machines when applicable.NetWest access shall be offered to the Customer in accordance with criteria set by NetWest , which shall be attached hereto as Exhibit A. The Customer shall be responsible for user/access security - and network access. NetWest provides no user access security with respect to any of the Customer facilities or facilities of others. NetWest will assist in network security breach detection or identification, but shall not be liable for any inability, failure or mistake in doing so.2. NetWest Technical Information - NetWest shall provide to the Customer, in accordance with the NetWest policies, operations support regarding network hardware, software, access techniques for local access, termination, equipment and service.NetWest is not responsible to the customer or the cost or expense of administrative, technical, emergency and support personnel at the Customer’s location necessary for dealing with NetWest and for providing and maintaining the Customer’s own computer equipment and NetWest or other network access.3. Service Commencement and Anniversary Date - “Service Commencement” refers to the fact that NetWest begins immediately upon receipt of the executed NetWest Dedicated line Service Order Form and the customer purchase order to provide services such as registration, training, and consultation. “Anniversary Date” refers to the day in which packets of data can be sent to the Customer’s access point.4. Customer Connection Fee - For this service. The Customer shall commit to NetWest through its purchase order the network connection costs upon execution of this agreement, including service fees and local access installation and monthly maintenance costs. These fees are non-refundable. They are independent of the amount of traffic or system access by legitimate users at the Customer’s location. Service Commencement is initiated on the basis of the receipt of the executed, original NetWest Wireless Service Order Form and appropriate fees as detailed by NetWest. Before working toward network access, NetWest will invoice and must receive payment for the startup fee and first month of service. Additional months of service will be invoiced separately to the Customer; including the NetWest service fees and are payable in advance of service. Service fees are due in advance of service rendered. After 15 days tardiness in advance of services rendered, services will be halted. After 15 days, services will be terminated and all initial installation fees will be due to reinstate service. NetWest reserves the right of equipment space access to remove equipment for termination of service whether through expiration of service or failure of customer to pay appropriate fees in a timely manner.The Customer must submit a purchase order and pay for the start-up fees along with the first month of service provided the purchase order meets NetWest requirements. The actual purchase order must be submitted along with this signed agreement.The Customer purchase order must contain the following language, “Notwithstanding any provisions to the contrary on the face of this purchase order, attachments to this purchase order, or on the reverse side of this purchase order, this purchase order is being used in administrative purposes only, and this order is placed under and subject solely to the terms and conditions of the NetWest Wireless Service Order Form executed between the Customer and NetWest . Warranties - Neither NetWest nor its subcontractors warrant any connection to transmission over, nor results of use of any network connection or faculties provided (or failed to be provided) under this agreement. The Customer is responsible for assessing its own computer and transmission network needs, and the results to be obtained therefrom. Insurance - The parties shall each be responsible for assessing their own need for and ability to maintain property and casualty and liability insurance and shall obtain such insurance covering their risks as each sees fit. The parties agree to not make any claims against the other for any property loss (whether or not insured) and shall require their insurers, if any to wave any light of subrogation against the others for any such loss. Limitation of Liability - Neither party shall be liable to the other for any loss, damage, liability, claim or expense arising out of or in relation to this Agreement or the provision of the service or equipment, however caused, whether grounded in contract, tort (including negligence) or theory of strict liability. The parties agree to work in good faith to implement the purposes of this Agreement, but recognize that the network connection and services to be provided by NetWest could not be made available under these terms or other similar terms without a substantial increase in cost if the parties were to assume a greater degree of liability to each other. 8. Terms/Extension/Termination - This Agreement shall extend from the date first written below until 1 year from the Anniversary Date, and shall be subject to such extensions as the parties may agree in writing. The initial term of this Agreement shall be determined through this Agreement and the Customer’s purchasing document. The Customer may opt for continuation of this Agreement and dedicated services by issuing a new purchase order to commit all relevant fees for the additional term.Service rendered beyond each term will be subject to continued relevant fees and the Wireless Service order Form in force at the extension date. Use as of that date will be considered acceptance of the agreement in force and customer shall not acquire any ownership or leasehold interest in, nor file any liens upon, the Equipment (as defined in section 15 below). As a result of this Agreement or its termination, likewise, neither NetWest nor its subcontractors shall acquire any ownership or leasehold interest in, nor file any liens upon, the Customer or the Equipment Space (as defined in section 13 below) as a result of this Agreement or its termination. Customer termination of this agreement prior to the expiration date will be charged a termination fee, which is calculated by multiplying the remaining months left in the agreement by the monthly service fee and multiplying the total by 30 percent.Relevant fees refers to the price of the service at the date of the renewal, including the published Wireless service fees and installation costs. Services rendered refer to either packet access to NetWest or continuing availability of the local circuit to customer’s premises.9. Notices - All notices given by any party or required under this Agreement shall be sent by posting in first class mail, postage prepaid, and shall be deemed as given five calendar days after posting in writing and addressed to the relevant party at the following locations.NetWest Online, Inc.5000 East University Suite 10Odessa, Texas 79762 Limitation of Access - This service is to cover network access by the customer only to any organization, person, etc. through the NetWest service, and does not extend to any other person, corporation or entity, including affiliates of the Customer, regardless of their relationship with the Customer. Customer includes all Customer staff and consultants paid by Customer while performing work for Customer at Customer’s site. As this is a fixed-price Service, third party traffic, including packet access and electronic mail, sent from the Customer’s facilities or received on behalf of the third party through NetWest service, is expressly forbidden under this agreement. Third party refers to separate non-customer organizations or individuals using Customer’s NetWest connection for transfer of electronic data. It does not refer generally to organizations or individuals sending/receiving data to/from the Customer. Access to Other - Use of other may sometimes require approval of the respective network authorities and Customer will be subject to any acceptable usage policies such establish. Examples of such would be the NSFNET and ESNET. Regulations and Authorization - All services to be provided by the customer either in part or in total through NetWest are subject to relevant Federal and State regulations. If these same services are offered through other , NetWest accepts no responsibility for their authorization. (A) Customer Premise Installation Support - in providing services under this agreement NetWest personnel will not be present at any time on Customer premises, with the exception of initial installation and upon termination of service. If Customer requests NetWest personnel to assist on-site in initial installation of the Wireless service according to some mutually agreed upon fee basis, the Customer waives its rights against NetWest resulting form liability, loss damage, claim or expense. (B) Customer Provided Equipment - To enable this Wireless service, the Customer agrees to provide or have NetWest provide, install, configure, and maintain equipment, software, and cabling to integrate their local network (LAN) into the NetWest wide area network (WAN) system. More specifically, the Customer’s equipment must comply with the relevant portions of Exhibit B attached hereto, which apply to the selected wireless service. These requirements are waived where Customer elects to have NetWest provide routing equipment. (C) Re-termination of WAN – Re-terminating the circuit refers to relocating the termination point of the wireless circuit used to provide service at the Customer’s premise. Should the Customer deem it necessary to re-terminate the WAN, the customer will be responsible for certain fees. NetWest is not responsible for service disruptions caused by the re-termination. (D) Upgrade Policy - From time to time, NetWest will need to make upgrades to its network infrastructure. These changes may require Customer Equipment to be upgraded as well to continue wireless service under this Agreement. Customer agrees to make such upgrades to its hardware/software as specified by NetWest technical staff through written notification to Customer at least (30) days after notification of such required changes to customer Equipment. NetWest is not responsible for degradation or disruption of the Dedicated service should Customer not make specified changes as notified. However, in the event customer does not elect to make required equipment upgrades, the customer will not be subject to applicable termination fees as outlined in Section (8) of this agreement.14. (A) Service Adjustments - If a NetWest point-of-presence (POP) fails due to its equipment or circuits (except in case of malicious acts, fire, flood, or other act of God), and this failure results in the disruption of the Customer’s service, then the following adjustments will be made:If after 4 hours of disruption NetWest will provide the Customer dialup packet access as it normally provides during failures, but in any case after 12 hours, NetWest will provide additional service days to the Customer beyond the contract term for any calendar day or portion thereof the service is disrupted. Only one additional service day can be granted per calendar day outage(s).15. (A) Equipment Space - In order to allow interconnection of its computer facilities, terminals and local area to the high speed computer network called NetWest the Customer shall during the term of this Agreement, provide and maintain dutiable communications equipment space. The Equipment space will house equipment owned by NetWest required for WAN connectivity. The Equipment Space shall be accessible to NetWest and its contractors in accordance with the Specifications.(B) Equipment access and Connection - The equipment shall be installed, inspected and maintained by NetWest and/or its subcontractors, as NetWest shall designate in writing. The Customer shall provide 24 hours per day, 7 days a week access to the Equipment (with appropriate escort if required by the Customer) by such individuals as are designated by NetWest . If the Customer cannot provide this access, any guarantees of service under this Agreement including the provisions of the section entitled (Service Adjustments) (Section 15A) is suspended. NetWest shall provide sufficient information to allow the individuals so designated to be properly identified as such by the Customer. The Customer retains the right to bar access to any particular individuals not acceptable to it, and may require NetWest to substitute other individuals. NetWest agrees to provide at least 24 hours notice of the need for access except in cases of emergency. NetWest reserves the right to access its equipment for the purpose of termination of service as outlined above.

                                                                        I agree