I. TERMS OF AGREEMENT

a. The primary term of this agreement shall commence upon its acceptance by Cybercom, and shall continue for the specified Term from the start of service for each circuit listed, and will be completed on the last day of the final calendar month.

b. Upon completion of the Term for each circuit, this agreement will automatically renew in full monthly periods until terminated by the Purchaser upon sixty (60) days written notice.

II. GENERAL PROVISIONS

a. This agreement shall be constructed under and in accordance with the laws of the State of Texas. For venue purposes, it is deemed that all obligations of the parties created hereunder are performable in Brazos County, Texas.

b. Unless otherwise specified, nothing contained herein shall be construed to imply a joint venture, principal/agent, or employer/employee relationship between the parties hereto and neither party shall have the right, power, or authority to create any obligation, express or implied, on behalf of the other.

c. This service order may be assigned by either party only to a successor to substantially all of its business by merger or acquisition of substantially all of such party's assets.

d. All notices to the parties shall be sent by regular mail, postage prepaid, to the addresses shown.

e. Services are furnished subject to the condition that they will be used by the Purchaser only for authorized and lawful purposes.

III. DAMAGES

Under no circumstances shall Cybercom be liable to customer or any of customer's clients for special, incidental, consequential or putitive damages in connection with or related to any of the services and/or facilities provided pursuant to this agreement, whether or not Cybercom receives notice of any such damages and whether or not such damages could have been foreseen.

IV. FORCE MAJEURE

Cybercom shall not be liable for any failure, interruption and/or diminution of Services in the event that such failure, interruption and/or diminution is the result of any fire, flood, epidemic, earthquake or any other act of God, explosion, strike or other disputes, riot or civil disturbance, war (whether declared or undeclared), armed conflict, any municipal ordinance, or state or federal law, governmental order or regulation, or order of any Court of competent jurisdiction, or other similar forces not within the control of Cybercom.

V. INDEMNITY

Customer agrees to indemnify, defend (by counsel of Cybercom's choosing), and hold harmless Cybercom, and its officers, directors, shareholders and agents (the "Cybercom Parties"), for any liability incurred or threatened to be incurred by the Cybercom Parties to any third party as a result of the negligent conduct, willful acts or omissions of Customer, its agents, servants, employees or any other parties over whom Customer exercises control. Such indemnification shall include, without limitation, any liability, including attorneys' fees and court costs, incurred or threatened to be incurred by Cybercom as a result of any claim, demand, action, lawsuit or proceeding brought about by Customer's acts or omissions in connection with the transmission or republication of any material which is found to be defamatory in nature or involves the unauthorized use or infringement of a trademark, trade name, service mark, patent rights or similar data or information transmitted by Customer over Cybercom's network.

VI. PRICE PROTECTION

a. Prices quoted shall remain in effect during the Term of this agreement and will not be subject to change, unless the Cybercom published Rate Book for services between the listed cities decreases. Cybercom will recalculate the Purchaser's basic monthly service charges using the revised Cybercom Rate Book, and any applicable discounts, and will implement the new price for services within sixty (60) days of published price decrease.

b. Upon completion of the Term, prices shall be subject to change upon sixty (60) days written notice by Cybercom.

c. Cybercom shall have the right to apply published price increases to Service Orders which are not placed into service more than ninety (90) days from order acceptance.

d. The Purchaser shall be responsible for payment to Cybercom for all excise, sales, use or other similar taxes which may be levied by a governing body or bodies for service under this Agreement.

VII. PAYMENT ARRANGEMENTS

a. The Purchaser shall provide Cybercom with sufficient information to determine credit worthiness. If credit worthiness cannot be satisfactorily determined. Cybercom may require the Purchaser to provide a security deposit in the form of cash payment, surety bond or guaranteed Letter of Credit. Such deposit may be held for six (6) months or more if these terms and conditions are not met.

b. Payments for monthly services shall be due in advance, on or before the first day of each billed calendar month at the address of Cybercom. Partial month's billing for new service orders are due upon receipt.

c. An invoice shall be deemed to be correct and binding upon the Purchaser if written notice of any disputed charges is not received by Cybercom within sixty (60) days of the date of any invoice rendered by Cybercom. Provision of such notice does not affect Purchaser's obligations to make all payments on or before the first day of the applicable calendar month.

d. Upon completion of the Term, disconnect orders for working circuits shall be submitted in writing by the Purchaser a minimum of sixty (60) days before the effective date, unless otherwise agreed upon by Cybercom and the Purchaser.

e. Partial month's billing for new circuit connect orders, or working circuit disconnect orders, will be prorated.

1. Cybercom bills on a thirty (30) day basis.

2. Customers will be billed a prorated percentage equal to the number of days circuit is active divided by 30.

3. Partial month's billing adjustments will not apply to installation charges, or to monthly charges for Termination Ends or Multiplexing services.

f. Cybercom may suspend service for non-payment of any sum which is more than fifteen (15) days past due.

g. Cybercom will assess a late payment charge of 1.5 percent per month or such maximum amount as permitted by law, whichever is less, on any sum not paid when due. Purchaser shall be responsible for all costs, including attorney's fees, incurred in collection of unpaid charges or in any other action to enforce payments and/or obligations.

VIII. ACCESS COORDINATION

a. Cybercom may coordinate telecommunication services and equipment ordered by the Purchaser to connect to Cybercom, either directly or through another Interexchange Carrier, for the circuits so designated by the Purchaser. The Purchaser shall provide Cybercom with appropriate letters of authorization to the applicable carriers or vendors.

b. The Purchaser is solely responsible for payment of all charges for services, and Cybercom shall have no financial liability for any services it may order as agent for the Purchaser, Cybercom will not negotiate or verify billing rates, options or changes.

c. Cybercom shall not be liable for any failure to provide or untimely provision of services ordered by the Purchaser, or by Cybercom on the Purchaser's behalf, nor shall Cybercom be a guarantor of any performance or promised performance.

IX. TERMINATION

Except as otherwise provided herein, Cybercom may terminate this Agreement or suspend any Service at any time without liability upon five (5) days written notice to Customer of any breach of this Agreement. Notwithstanding the preceding, Cybercom may terminate this Agreement upon forty-eight (48) hours notice upon the failure of Customer to timely pay for all charges (including transmission charges, service charges and monthly fixed charges, if any) billed to Customer. Such termination right of Cybercom shall not be exclusive of other remedies available at law or equity for default of breach of this Agreement.

X. REMEDIES UPON TERMINATION

Upon termination, in addition to other rights and remedies afforded Cybercom hereunder or by law or equity, Cybercom may terminate all Services provided to Customer hereunder -and Customer shall pay to Cybercom (a) all outstanding invoices; (b) all charges for Services incurred, whether or not such charges have been invoiced or whether or not fifteen (15) days have expired since the date of invoice; and (c) an amount equal to the Minimum Billing Amount times the number of Committed DS-1's times the remaining number of calendar months in the initial term or any renewal term.

XI. WARRANTIES

The quality of Services provided hereunder shall be consistent with industry standards, government regulations and sound business practices. Cybercom makes no other representations or warranties about the services provided hereunder, express or implied, by operation of law or in fact, including without limitation any warranty of merchantability or fitness for a particular purpose. Customer shall give written notice to Cybercom of any deficiency in performance of the Services. Cybercom shall have thirty (30) days after notice to cure any deficiency. If after the thirty (30) day period, and in the reasonable discretion of Cybercom, Cybercom fails to cure such deficiency, Customer may terminate the non-conforming Service(s).

XII. YEAR 2000 READINESS DISCLOSURE

The following disclosure is provided pursuant to the Year 2000 Information and Readiness Disclosure Act, 15 U.S.C. section 1, Pub. L. No. 105-271 (October 19, 1998). Except as expressly provided in a written contract executed by a duly authorized Cybercom officer, Cybercom makes no guarantees, warranties, representations and/or assurances, whatsoever, in whole or in part, with regard to Year 2000 Capabilities, regardless of whether or not the program licensee, Cybercom, or any third party tested such software for its Year 2000 processing and storage capabilities and regardless of whether or not any Cybercom programs were used in such testing. For purposes of this Disclosure, "Year 2000 Capabilities" mean a statement and/or disclosure that any Cybercom software and/or programs:

(1) do not contain date manipulation functions that would be impacted functionally by the Year 2000 date change;

(2) will operate consistently prior to, during, and after December 31, 1999;

(3) will perform and function without change associated with the advent of the new 21st century; and/or

(4) will accurately store and process dates on and after the Year 2000.

XIII. PERFORMANCE OBJECTIVES

a. Definition. Cybercom's Network technical specifications are stated as an objective that the network will perform in accordance with prevailing telecommunications industry standards. Cybercom will use reasonable efforts to remedy delays, interruptions, omissions or mistakes within the network.

b. Performance Objectives. All service provided under Cybercom's Advanced Data Services (ADS) are measured using two variables: Network availability and meantime-to-repair (MTTR).

(1) Network availability is a measurement of actual service time to stated service time. Network availabilty objective - 99.99% of the contracted Committed Information Rate (CIR).

(2) MTTR is the average time required to restore service and resume availability and is stated in terms of network equipment (does not include customer provided equipment (CPE)) and cable outages. The time is measured from the moment the outage is reported until the service is available and applies specifically to equipment outages or failures. MTTR objective - 4 hours (equipment), 8 hours (cable)

c. Calculation. Cybercom calculates network availability on the customer action requests. The customer must notify Cybercom and initiate an action request to determine if service level variables (1) and (2) were met.

b. The Purchaser is solely responsible for payment of all charges for services, and Cybercom shall have no financial liability for any services it may order as agent for the Purchaser, Cybercom will not negotiate or verify billing rates, options or changes.

c. Cybercom shall not be liable for any failure to provide or untimely provision of services ordered by the Purchaser, or by Cybercom on the Purchaser's behalf, nor shall Cybercom be a guarantor of any performance or promised performance.

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