VPS Hosting is an MDM Enterprise Company
October 22, 2005 Agreement Version

1.0	Definitions.
	1.1	"Customer" means the person who orders the Starter Server and has ownership and control rights and obligations for the Starter Server.
	1.2	"Customer Data" means all supporting data files and data structures provided by the Customer for its Starter Server.
	1.3	"Starter Server" means the server space and software services provided to the Customer including but not limited to the HTTP service, FTP service, SMTP service, POP service, server extensions, third-party software, and CGI library scripts.
	1.4	"Physical Server" means the serving computers, hardware and operating- system, and software necessary to operate and support the Starter Server in accordance with this Agreement.
	1.5	"Month" means a billing month. A billing Month starts on the 26th day of one calendar month, and ends on the 25th day of the next calendar month.

2.0	Scope of Services. We will provide you with the following specific services:
	2.1	Physical Server Hardware and Software Services. We will provide the Physical Servers and other computer and operating-system software to operate and support the Starter Server in a manner acceptable in the industry. Although we will make reasonable efforts to protect and backup data for you on a regular basis, we are not responsible for the Customer Data residing on the Starter Server. You are ultimately and solely responsible for the backup of Customer Data stored on your Starter Server.
	2.2	Physical Server Set-Up and Updating. We will configure the Starter Server, and Customer will load the Customer Data onto the server computers so as to create a fully functional Internet presence. After the Starter Server is loaded, set up with the Customer Data, and is fully operational, Customer will be responsible for all Web Server content management.
	2.3	Physical Server Connection and Access. We will provide connection of the Starter Server to the Internet, including all telecommunications equipment and connections for the Starter Server to provide public access on a 24-hour-a-day, 7-day-a-week basis, with the exception of scheduled maintenance downtime. We will use our best efforts to provide uninterrupted Physical Server Connection and Access, except for scheduled maintenance downtime and any interruption to Physical Server Connection and Access beyond our control caused by, for example, acts of nature, third-party equipment or transmission failures, or security breaches.
	2.4	Maintenance Services. We will perform maintenance services as we determine reasonably necessary to maintain the continuous operation of the Starter Server. You agree to periodically-scheduled maintenance downtime periods. We will provide prior notice of the maintenance downtime, except when circumstances beyond our control limit our ability to do so.
	2.5	Hardware, Equipment and Software. You are responsible for and must provide all telephone, computer, hardware and software equipment and services necessary to access us. We make no representations, warranties, or assurances that your equipment will be compatible with our service.

3.0	Payment Terms. You agree to the following payment terms in consideration for the services provided:
	3.1	Set-Up Fee. You will pay us a one-time, non-refundable set-up fee according to our current Starter Server Price Schedule, which is available on our home page (www.vpshosting.net) or upon request.
	3.2	Contract Length.  You understand and agree that the Starter Server hosting account plan is provided on an initial 4 month contract length.  After your initial 4 months, you will be on a month to month contract length.  Should you terminate your hosting account within the first 4 months you will be billed for the entire contract period.  The first month is defined as the billing month in which you first had access to your account, regardless of whether you actually made use of your account. For purposes of billing, you understand and agree that any final charges that are incurred on your account after the contract length is terminated will be assessed against the credit card on file, and this assessment may occur after the last day of your contractual period. You understand and agree that such charges are still your responsibility whether billed to your credit card or billed to you via US Mail, Fax or E-mail and payment obligations, section, 3.6, 3.7, 3.8, 3.9, and 3.10 will remain in effect and will survive the contract ending period.
	3.3	Service Fee. You will pay us a monthly Service Fee for the services we provide under this Agreement according to our current Starter Server Price Schedule, which is available on our web site or upon request. The Service Fee is billed to you at the beginning of each billing month and is due on the 26th day of each month in which the Service Fee is billed. A Billing cycle month starts on the 26th of one month and ends on the 25th of the next month. If you first begin using our services after the 26th of the month, we will prorate your first billing cycle month's Service Fee. The Service Fee is subject to adjustment, with notice, according to the current Starter Server Price Schedule.
	3.4	Cancellation. In the event you cancel your service, you will be charged in full for the entire billing cycle month in which you canceled your service. In the event you have elected to prepay subsequent, additional billing cycle months' Service Fees, we retain the right to charge you an administrative fee and deduct the administrative fee from the subsequent, future billing cycle months' Service Fees before refunding them to you. In the event you cancel your service and you are still in your initial 4 month contract period, you will be charged in full for the remainder of your contract period as defined by the date you first had access to your account for 4 billing cyle months, and section 3.2 of this agreement.
	3.5	Breach. In the event we terminate this Agreement because of a breach, you will be charged in full for the entire month in which the breach occurred. In the event you have elected to prepay subsequent, additional months' Service Fees, we retain the right to charge an administrative fee and deduct the administrative fee from the subsequent, future months' Service Fees before refunding them to you. In the event we terminate this agreement because of a breach and you are still in your initial 4 month contract period, you will be charged in full for the remainder of your contract period as defined by the date you first had access to your account, and section 3.2 of this agreement.
	3.6	Tax. These fees are exclusive of any and all federal, state, and local sales, use, value added, excise, duty and any other taxes assessed with respect to the services provided under this Agreement, except that your income taxes and any sales or similar taxes on the sale of the Customer products and services to end users shall be the sole responsibility of the Customer.
	3.7	All costs associated with returned checks will also be your responsibility and such charges will be added to your account balance.  An administrative fee to be no less than $30.00 or no more than the statutory maximum, whichever is greater, for such returned checks may be assessed and added to your account balance by us.
	3.8	In the event, it is necessary to refer your account to a collection agency in the United States or in your country of origin, a collection fee of 40% of the account balance submitted for collections will be applied to your account to pay for services of the collection agency.  This fee is in addition to the amount being collected as an outstanding balance on your account, and is payable in full.  Failure to pay an outstanding balance may be reported to any and all credit reporting agencies according to the laws governing such action within the United States and/or your country. Any and all fees associated with the collection of your account, including expenses incurred by us will be passed on as part of the outstanding debt owed including but not limited to costs for long distance phone calls, fax charges, court appearances, and attorney fees as it relates to the collection of your account.
	3.9	You agree to pay all fees by the due date on invoices sent by us whether the invoice is sent by electronic mail, facsimile, or by US Postal mail. Accounts that are delinquent may be canceled for non-payment. To re-instate your account, a new setup fee, will be incurred at the current rates, subject to approval of credit.
	3.10	Accounts that are delinquent more than 30 days are subject to a Late Payment Fee of $30.00 for each billing cycle the payment is late. In addition, you understand and agree that a finance change of 1 1/2% per month may be assesed on all account balances that are late by more than 30 days and interest will accrue at the rate of 1 1/2% for each 30 day cycle a balance is owed and is calculated on the average daily balance.

4.0	Representations and Warranties. Our obligations under this Agreement are conditioned upon the following representations and warranties:
	4.1	Compliance with Law. You represent and warrant that you will comply with all applicable state and federal laws in your performance of this Agreement and in the use and operation of the Starter Server, including laws governing technology, software and trade secrets.
	4.2	Authority to Contract. You represent and warrant that you have full authority and right to enter into this Agreement and that there are no conflicting claims relating to the rights granted by this Agreement.
	4.3	Non-Infringement. You represent and warrant that your performance of this Agreement and providing the Web Service, including the software or data files, shall not infringe the intellectual property or other proprietary rights of any third party.
	4.4	Our Performance. We represent and warrant that our services shall be performed in a professional and workmanlike manner, and the computer servers will be operated in accordance with our obligations as defined by this Agreement.
	4.5	Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES CONTAINED ABOVE, WE MAKE NO WARRANTY RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, AND ALL SERVICES ARE PROVIDED ON AN "AS-IS", "AS-AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENT.

5.0	You expressly agree that use of our Starter Server is at your own risk. Neither we, our employees, affiliates, agents, third-party information providers, merchants, licensors or the like, warranty that our service will not be interrupted or error free; nor do we make any warranty as to the results that may be obtained from the use of our service or as to the accuracy, reliability or content of any information serviced or merchandise contained in or provided through our service, unless otherwise expressly stated in this Agreement.
	5.1	Under no circumstances, including negligence, will we, our officers, agents or anyone else involved in creating, producing or distributing our service be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use our service. We will further not be liable for results from mistakes, omissions, interruptions, deletions of files, errors, defects, delays and operation, or transmission or failure of performance whether or not limited to acts of nature, communication failure, theft, destruction or unauthorized access to our records, programs or services. You acknowledge that this paragraph shall apply to all content on our Starter Server, any physical server, computer, hardware, software, paper files that we maintain, operate or store.
	5.2	Your exclusive remedy for all damages, losses and causes of actions whether in contract or tort (including negligence or otherwise) will not (a) exceed the actual dollar amount which you paid during the billing month in which the cause of action arose, or (b) include any incidental, consequential, extemporary or punitive damages of any kind, including without limitation, loss of data, file, profit, good will, time, savings or revenue.

6.0	Term and Termination. The following describes the effective date, duration and methods of termination:
	6.1	Effective Date. The Effective Date of this Agreement is determined to be the first date in which the Starter Server was online for use, regardless of whether or not you make use of the Starter Server on this or after this date.
	6.2	Duration. This Agreement will commence on the Effective Date and continue on a month-to-month basis.
	6.3	Termination for Convenience. Subject to Section 3.4, you may terminate this Agreement at any time for your convenience by providing us with advance written notice at least 48 hours prior to the time you wish to terminate this agreement.
	6.4	Breach or Default. The following constitute a breach or default of this Agreement: your failure to pay the current month's service fee by the due date of such service fee, your violation of Section 8.0, your violation of 9.2, or your violation of Sections 4.1, 4.2 or 4.3.
	6.5	Special Lien on Personal Property. We retain a special lien on all of your personal property in our possession to secure any payment amount you may owe us under this Agreement, including but not limited to, domain names, data residing on the Starter Server, email or any other form of property whether in electronic or physical form.

7.0

Ownership Rights. We acknowledge that all right, title and interest in the customer data shall be solely owned by the customer. We own or have licensed all server software. In the event that we elect, at our option, to provide custom software to you, this software will be licensed to you for use only on our Starter Servers on a non-exclusive, royalty-free, fully-paid basis according to the terms of this Agreement.

8.0

Activities Subject to Immediate Deactivation. Any Starter Server that is used for Illegal, Abusive or Unethical Activity may be immediately deactivated by us without warning to you. Illegal, Abusive or Unethical Activities include, but are not limited to, pornography, obscenity, nudity, violations of privacy, hacking, computer virus, gambling, or promotion of gambling, and any harassing or harmful materials or uses, as determined by us. You agree to indemnify and hold us harmless from any claim resulting from your publications or use of Illegal, Abusive or Unethical materials. Although we will make reasonable efforts to alert you to such activities and allow you an opportunity to cure them within a 12-hour period after discovery, we are not required to give notice before deactivating your use of our services if, in our discretion, your use is or results in Illegal, Abusive or Unethical activities. If a Starter Server is disabled, the regular monthly fees still apply.

9.0	Miscellaneous.
	9.1	Public Nature of Internet. Please understand that all information submitted on the Starter Server shall be considered publicly accessible. Important and private information should be protected by you. For example, we are not liable for protection or privacy of electronic mail or other information transferred through the Internet or any other network provider that you may use.
	9.2	Unsolicited Electronic Mail. You are expressly prohibited from sending unsolicited bulk mail messages ("junk mail" or "spam"). This includes, but is not limited to, bulk-mailing of commercial advertising, information announcements, and political tracts. Such material may only be sent to those who have specifically requested it. Malicious or threatening email is also prohibited. Although we will make reasonable efforts to alert you to such activities and allow you an opportunity to cure them within a 12-hour period after discovery, we reserve the right to immediately deactivate your use of our service if we discover such activity. Further, you agree to indemnify and hold us harmless from any claim resulting from your use or distribution of electronic mail services through the service provided through this Agreement.
	9.3	Governing Law and Attorneys' Fees. This Agreement will be interpreted and applied in accordance with the laws of the state of Nevada, without regard to the conflicts of law provisions. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees, whether or not a suit is actually filed.
	9.4	Control and Ownership of IP. We maintain and control ownership of all IP numbers and addresses that may be assigned to you, and we reserve, in our sole discretion, the right to change or remove any and all IP numbers and addresses.
	9.5	Excessive CPU Usage. Starter Servers which use, in our discretion, CPU processing capacity on the Physical Server in excess of the designed processing capacity will be subject to immediate deactivation. Upgrades to the processing capacity are available.
	9.6	Resale of Services and Flow-down of Obligations. You may resell space on your own Starter Servers but you must first obligate any such resale to the same terms of this Agreement and incorporate into that resale all of our rights, including our rights regarding content and activity.
	9.7	Age. You certify that you are at least 18 years of age.
	9.8	Transfer. You may not transfer or assign this Agreement without the written consent of VPS Hosting.
	9.9	VPS Hosting , it's parent companies or associate companies reserves the right to refuse service at our discretion without notice and/or with or without cause with exception of race, nationality, creed, sexual orientation, religion or gender.