The following terms and conditions ("Terms") govern the Managed Infrastructure Services ("Services") to be provided by GramTel Midwest, Inc. ("GramTel"), or any of its affiliates as described in the Schedule, to the party reflected as customer on the Schedule ("Customer") the fees to be paid by Customer to GramTel for those Services, and any other applicable terms. Each Schedule may be signed by the Customer. Each Schedule represents a separate contract ("Agreement") that incorporates and is governed by all of the terms and conditions set forth herein

1. Co-Location:
The term "Co-location" as it applies to each Schedule shall be defined as GramTel providing data center facilities which include security cameras, fire detection devices, multiple internet connection feeds, regulated power, backup power generators and other environmental items to ensure continuous availability of Customer systems. Customer shall maintain complete control over their system configuration.

2. Dedicated Server(s):
For the purpose of these Terms, "Dedicated Server" shall be defined as a GramTel owned server that is used by the Customer for the term specified in the Schedule. GramTel shall provide hardware as specified in the respective schedule. Customer maintains sole root access on UNIX systems and sole administrator or equivalent access on Windows systems. Customer may use up to 100% CPU utilization of each Dedicated Server. Customer maintains responsibility to ensure that the server maintains the latest security patched and up to date.

3. Bandwidth:
For the purpose of these Terms, "Bandwidth"shall be defined as the amount of information that can be transferred each second over the GramTel network. Each server on GramTel's network is allocated a given amount of included bandwidth. Customer may burst up to 10 Megabit or even 100 Megabit depending on port capacity. If Customer bursts beyond the allocated included bandwidth, which is included in the respective hosting plan, Customer will incur additional per Megabit charges.

a. Excess Bandwidth:
For bandwidth used by Customer in any month in excess of the Base Tier Bandwidth amount (described in the Schedule), there will be an additional per megabit use charge equal to $400/Mb/s, which GramTel will bill to Customer at the end of the applicable month (on the following month's invoice). GramTel uses the 95th percentile measurement rule described in section 3b herein to calculate the additional bandwidth used by Customer in excess of the Base Tier Bandwidth amount.

b. 95th Percentile Measurement Rule:
The GramTel bandwidth measurement system collects five-minute averages of the total (input + output) line usage of Customer's server network connection. This data is collected seven days a week, twenty-four hours a day for each month of the Agreed Term. At the end of each month or billing cycle, the top five percent of these data points are discarded. The highest remaining data point (five minute averages) is referred to as the 95th percentile. The 95th percentile value less the Base Tier Bandwidth purchased by Customer determines the excess bandwidth used. The excess usage charge is calculated as follows: excess usage charge = excess bandwidth used multiplied by additional per megabit usage charge.

As an example:

Assume a usage based 100 Mbps Fast Ethernet connections with the following parameters:

Base tier bandwidth purchased at $300 per month for 1Mbps Additional per megabit charge for bandwidth used above 1Mbps at $400 per mega

4. Technical Support:
GramTel will provide technical assistance for the Service(s) outlined in the Schedule, including the initial installation of the operating system. Upon completion of the initial setup, GramTel will access Customer hardware, and provide technical support for ANY software application, administration of Customer's systems, or circuits not managed by GramTel only to the extent requested by Customer unless otherwise specified herein. Additional support services, not included in the Schedule will be provided at GramTel's then prevailing rates.

5. IP Addresses:
Except for IP addresses expressly registered in Customer's name, all IP addresses shall remain, at all times, property of GramTel and shall be nontransferable and Customer shall have no right to use such IP addresses upon termination or expiration of this Schedule and Agreement. Customer may make an IP allocation request by submitting an IP Allocation Request form to GramTel. GramTel will review the submission and respond to Customer within two (2) business days. If the request is appropriate and necessary in GramTel's reasonable judgment, then the IP address will be assigned within two (2) business days. If the submission is denied, GramTel will so advise Customer within two (2) business days.

6. Remote Access:
Customer is responsible for obtaining Remote Access. Remote Access is defined as the connection between the Customer premise(s) and the nearest point of presence required for contracted Services. Customer may have to sign, and will be solely responsible for, any additional contract with a telecommunications provider and/or 3rd party for Remote Access services. Customer is responsible for all Remote Access charges and fees provided by the telecommunications provider and/or any other 3rd party. GramTel will not manage the Remote Access and will not be responsible for the availability of such Remote Access. Customer acknowledges that if the Remote Access becomes unavailable, Customer will not be able to use GramTel Internet Services and any other Service dependent on the availability of the Remote Access.

7. Change Management:
Either party may, by written change order, request to make changes, additions, deletions, or modifications to the hosted system or the scope of the Services. Any such change request shall describe in reasonable detail the scope of the change and the impact on the pricing, if any, under the Agreement. If the change is requested by Customer and impacts pricing, GramTel shall respond, within ten business days, with a written document describing the impact of the requested change on the pricing and any service level guarantees under this Agreement. The parties shall negotiate in good faith with respect to any change requested by either party. No changes to the hosted system or the Services will be effective until authorized representatives of both parties have signed a written amendment to the Agreement.

8. Contract Term:
These Terms shall continue in effect for so long as there is any Schedule in effect. The term of a Schedule, and Customer's rights to use the Services selected on that Schedule, shall begin on the day any such Service(s) begin and continue in effect for the term stated in that Schedule. Thereafter, each Schedule shall automatically renew for successive one year terms, unless either party gives written notice of termination to the other at least 90 days prior to the end of the then current term. In the event that Customer decides to terminate this Agreement in whole or in part before the end of the term, Customer will pay a Termination Fee equal to 60% of the remaining months on each Schedule in effect at the time of Termination.

9. Billing and Payment:

a. GramTel shall invoice Customer upon execution of this Agreement for the initial set up fee referenced on the Schedule. Setup fees are non-refundable. GramTel shall invoice all monthly fees referenced in the Schedules monthly in advance. Customer shall be responsible for service fees commencing as of the completion of installation by GramTel, whether or not Customer has completed its portion of the installation process and whether or not Customer has located its equipment and or property in the facility. GramTel, as and when incurred, shall invoice all other fees, and any out-of-pocket expenses reasonably incurred by GramTel on behalf of Customer and with Customer's prior written authorization. Invoices shall include all applicable taxes, service charges, fees and surcharges. Where applicable, service charges for the first partial month of service will be pro-rated and billed.

b. All invoices shall be due, and Customer agrees to pay all undisputed amounts in such invoices, within thirty (30) days after Customer?s receipt of such invoice. Undisputed amounts not paid on or before thirty (30) days from the date of Customer's receipt of the invoice shall be considered past due, and GramTel will issue a written notice of default. Customer shall have fifteen (15) calendar days from the date of such notice to cure the default, during which period the accrual of late payment interest charges as contained below will be postponed. Customer agrees to pay a late payment charge equal to the lesser of: (i) one and one-half percent (1.5%) per month, compounded, or (ii) the maximum amount allowed by law, as applied against the past due amounts. In addition, If any account is properly sent to collections by GramTel, Customer will be responsible for any collection fees that may apply. Any returned checks will incur an administrative fee of $25.00.

c. Customer must give GramTel written notice of a dispute with respect to any GramTel invoice prior to the due date thereof, or such invoice shall be deemed to be correct and binding on Customer. If Customer provides notice of any disputed amount on any invoice, the parties shall attempt to resolve such dispute at the parties' day-to-day operating level. If any good faith billing dispute cannot be resolved at the parties' day-to-day operating level within ten (10) days, Customer and GramTel shall implement the following Billing Dispute Resolution Process: Customer will document the dispute and refer it to GramTel's billing department (billing@gramtel.net) who will promptly enter into discussions with Customer's designated primary representative.

d. Any (i) undisputed invoice not paid in full within fifteen (15) days after the date of notice to cure default in payment and/or (ii) settled disputed amount of any invoice not paid within ten (10) days after resolution of such dispute shall be deemed delinquent. Any such delinquent invoices shall subject Customer to suspension of Services at the sole discretion of GramTel effective immediately upon written notice to Customer. Customer may reinstate Services suspended due to nonpayment by paying to GramTel within thirty (30) days from the date the suspension commences and a service reinstatement fee in the amount of $100.00 plus all outstanding amounts due as of the effective date of the suspension. If the Customer does not choose to reinstate service within thirty (30) calendar days of any termination or suspension of Services by GramTel, GramTel shall have the right to terminate this Agreement without further notice and any applicable early termination fees that would have been due pursuant to Section 8 above will become immediately due and payable.

10. Restrictions:
Credits shall not be provided to Customer in the event that it has no Site Availability resulting from (a) scheduled maintenance as posted at GramTel.net (at the time of this Agreement, the scheduled maintenance window is Sunday morning from 3:00am to 6:00am EST), (b) other maintenance, to the extent that GramTel provides notice to Customer of such maintenance and Customer consents to such unscheduled maintenance, which consent shall not be unreasonably withheld, or (c) Customer's behavior or the performance or failure of Customer's equipment, facilities or applications.

11. Liability and Warranty Disclaimer:
Customer recognizes that GramTel cannot control the content transmitted on its network and the Internet and that communications on the Internet may not be secure and may be subject to interception or loss. GramTel disclaims liability for, and Customer hereby releases GramTel from, any loss, cost, claim, liability, damage, or expense (including attorney's fees) incurred by Customer arising out of or related to use of the Services other than as permitted hereunder or instructed by GramTel, except to the extent caused by GramTel's breach of this Agreement or GramTel's gross negligence or willful misconduct. GRAMTEL HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING THE WARRANTY OF MERCHANTABILITY AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. GRAMTEL WILL NOT BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE HEREUNDER. CONSEQUENTIAL DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOST PROFITS, LOST REVENUE, AND LOST BUSINESS OPPORTUNITIES, WHETHER OR NOT GRAMTEL OR CUSTOMER WAS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES.

12. Notice:
Notices given by one party to the other under these Terms shall be in writing and shall be delivered personally or sent by express delivery service, certified mail, postage prepaid, and addressed to the parties at the addresses set forth on the front page. Notices shall be deemed given as of the date of receipt, the next business day when sent via express delivery service or three (3) days after mailing in case of U.S. mail. Customer's address for notice is stated in each Schedule. GramTel's address for notice is 316 E. Monroe, South Bend, Indiana, 46601.

13. Termination for Cause:
If either party breaches any of its obligations under these Terms or any Agreement in any material respect and the breach is not cured within the cure period specified below, then the other party may terminate such Agreement, without penalty, by giving written notice to the breaching party at any time after such cure period. With respect to a breach of GramTel's obligation to provide Services to Customer, the cure period shall be five (5) days. With respect to a payment breach by Customer, the cure period shall be as provided in Section 20. With respect to all other obligations under these Terms, the cure period shall be thirty (30) days after receipt of written notice describing the breach.

14. Force Majeure:
Neither party shall be liable for, nor shall either party be considered in breach of these Terms or any Agreement due to, any failure to perform its obligations under these Terms or any Agreement caused by any natural calamity, act of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, disruption or outage of communications, power or other utility, or failure to perform by any supplier or other third party. If, due to any such cause, the inability of a party to perform continues for a period of more than ninety (90) days, then other party may terminate that Agreement, without penalty, by giving written notice of termination to the non-performing party at any time before the inability ends.

15. Indemnity:
Customer shall indemnify and hold harmless GramTel, its affiliates successors, agents along with any parties from whom GramTel obtains network services, from and against any Damages to third parties, relating to or arising from (a) the use of GramTel Services in breach of these Terms or any Agreement or other than as permitted hereunder or instructed by GramTel by Customer or any of its personnel, whether or not Customer has knowledge of or has authorized such access or use, (b) Customer's breach of these Terms or any Agreement, and/or (c) the use of Services by Customer in violation of any applicable law. Notwithstanding the foregoing. Customer shall have no liability to indemnify GramTel for, and GramTel shall indemnify and hold harmless Customer, its affiliates, successors, agents, or assigns from and against any Damages to third parties, relating to or arising from GramTel?s breach of these Terms or any Agreement or GramTel's gross negligence or willful misconduct.

16. Entire Understanding:
Customer acknowledges and understands that Customer is to receive the Services detailed in these Terms or any Agreement and Customer is not relying on any affirmation of fact, promise or description from any person or entity, nor any other oral or written representation other than what is contained in these Terms or any Agreement. These Terms or the Agreements constitute the entire understanding of the parties and supercedes all prior oral or written agreements or understandings between the parties with respect to the subject matter hereof.

17. Construction:
The Terms shall be governed by, construed under, and enforced in accordance with, the laws of the state of Delaware without reference to its choice of law principles. GramTel may amend the terms and conditions of the Terms any Agreement by giving Customer thirty (30) days prior written notice of such change: provided however, that any such change that adversely affects Customer shall give Customer the right to immediately terminate any Schedule adversely affected by such change, without any early termination fee or penalty on written notice to GramTel prior to GramTel making the change. Except as set forth above, neither party may modify or assign these Terms without prior written consent of the other party that shall not be unreasonably withheld. These Terms shall be binding on the parties hereto and their respective personal and legal representatives, successors, and permitted assigns, if any provision of these Terms is held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of these Terms shall not be affected thereby.

18. Covenants:
The parties hereby agree and acknowledge that: (a) Customer will not use its networks or space provided by GramTel to violate any law applicable to Customer and, in the event that GramTel is informed by a government or similar authority that Customer is using its networks or space for such inappropriate or illegal use, GramTel may immediately terminate the Services, (b) both parties will cooperate fully with any investigations of violation of systems or network security, (c) each party will cooperate with law enforcement authorities in the investigation of any possible criminal investigations related to the Terms: and (d) GramTel shall hold in confidence any and all client informaiton and/or third party software provided to GramTel.

19. Miscellaneous:
Each party to the Agreement(s) represents that it is a sophisticated commercial party capable of understanding all of the terms of these Managed Infrastructure Terms and the Agreements, that it has had an opportunity to review these Terms with its counsel and executes them with full knowledge of the terms herein, and agrees to be bound by the terms and conditions contained herein as well as all policies and guidelines incorporated into the Managed Infrastructure Terms and Conditions by reference.