Service Agreement

May 7, 1999

ITWest, Inc. (we, us, our) and (you, your) agree to the following:

1.0   What we Provide.

1.1   We will provide the computer hardware and software to operate and support your server in a way considered acceptable in the industry. This includes initial setup of the server and subsequent maintenance of it.

1.2   We will provide connection of your server to the Internet, including all communications equipment and software arrangements necessary for public access 24 hours a day, 7 days a week. This connection and access will be provided continuously to the best of our ability, except for scheduled maintenance periods and interruptions that are not under our control.

1.3   We will provide maintenance services on our hardware, software and Internet connections to assure continued efficient operation. This will require occasional downtime periods, for which we will provide prior notice, except when circumstances beyond our control do not allow it. You agree to these occasional maintenance downtime periods.

2.0   Payment Information, Terms and Minimum Service Period.

2.1   You agree to pay for any Accounts you receive according to our current Price Schedule, which is available through our home page (www.itwest.com) or upon request. We agree to give on-line notice of price increases at least 15 days in advance.

2.2   You agree to pay us an Initial Fee consisting of: a one-time, non-refundable Setup Fee, plus a prorated Service Fee for your first month, or partial month, of service.

2.3   Subsequently, you will pay a Service Fee for each additional month of service, billed to you on the first of that month and due on the 15th day of the month in which it is billed.

2.4   You agree to a Minimum Service Period covering at least one full calendar month.

2.5   Any federal, state, and local sales, use, value-added, excise, duty or any other taxes assessed relative to services provided under this Agreement are payable by you in addition to our fees. Any sales or similar taxes on the resale of our services and products to other parties shall be your sole responsibility.

2.6   You agree to provide us with accurate and complete billing information, including your legal name, address and telephone number, and to update this information within 30 days of any change to it.

2.7   We reserve the right to charge a service reconnection fee of $10 to reinstate suspended server accounts. We will charge $15.00 for each returned check.

3.0   Cancellation of Service.

3.1   You may cancel your Account at the end of any full month of service by notifying us in writing at least ten (10) days beforehand, identifying the server account to be canceled. You agree to pay for your server account through the end of the month in which you cancel.

3.2   We may cancel your Account at any time because of a breach of this Agreement. You will be charged in full for the entire month in which the breach occurred.

3.3   Prepaid Service Fees for months subsequent to a cancellation month may have a processing fee deducted from them, at our discretion, before they are refunded to you.

4.0   Representations and Warranties.

4.1   You represent and warrant that you will act lawfully, according to all applicable federal and state laws in your use of our services; that you have full authority and right to enter into this Agreement; that your performance of this Agreement, including the use of data supplied by you, will not infringe the intellectual property or other proprietary rights of any other party.

4.2   We represent and warrant that we will provide computer hardware, software and communications capabilities in accord with our obligations under this agreement in a professional and workmanlike way.

4.3   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" 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   Risk and Liability. You explicitly agree that your use of our services is at your own risk. Neither we nor our employees, agents, affiliates and the like warrant that our service will be uninterrupted or free of errors. Unless explicitly stated in this agreement we make no warranty about the results of using our service, nor about the correctness, content or reliability of any information or merchandise provided on our systems or communicated through them.

5.1   While we make reasonable efforts to protect and backup data regularly, we are not responsible for data supplied or generated by you. You alone are responsible for the protection and backup of such data.

5.2   Neither we, our employees, agents, affiliates, officers nor anyone else who helps provide or distribute our service will be liable, under any circumstances, including negligence, for any direct, indirect, incidental, special or consequential damages that result from using our service or from inability to use our service. Nor will we be liable for any results arising from mistakes, errors, omissions, service interruptions, deletions of files, hardware failures, loss of communication, or failure to provide backup, whether or not such occurrences arise from acts of nature, failure of equipment, security breaches, destruction or unauthorized access to our records, software or equipment. You acknowledge that this paragraph shall apply to all electronic content of your server whether on or off the Internet.

5.3   Your sole remedy for all causes of action (damages, losses and the like) whether grounded in contract or tort will not exceed the dollar amount which you actually paid to us in the 12-month period immediately preceding the cause of action. Nor will the remedy include any kind of incidental, punitive or consequential damages, including without limitation, loss of data, programs, files, profit, good will, time, savings or revenue.

6.0   Effective Date, Duration, Breach.

6.1   This Agreement shall begin on the last date appearing below and continue month-to-month until your server account is terminated.

6.2   Any one or more of the following constitutes a breach of this Agreement:

a. your failure to pay the current month's Service Fee by the tenth day of the following month,

b. your violation of Section 4.1, or of Section 7.0, or of Section 8.0.

7.0   Suspension of Servers. We attempt to provide services that are, to the best of our judgment, legal and free from abusive or unethical activity. We may suspend any server that is used for illegal, abusive or unethical activities without any warning to you. Such activities include obscenity, pornography, hacking, harassment, harm, gambling, originating unsolicited email and others, as we decide. You agree to indemnify and hold us harmless from any claim which results from your participation in or support of any such activities. You agree to be liable for our regular monthly fees for a suspended server. We agree to maintain the content of a suspended server and to retain such content on our system for a period not exceeding 30 days.

8.0   Unsolicited Email ("junk mail" or "spam"). We expressly prohibit the sending of unsolicited bulk email messages from or through our systems or web sites by you or by anyone using our service. This prohibition includes, but is not limited to: unsolicited bulk mailing of advertising , whether commercial, political or informational in nature and the sending of threatening, malicious or harassing messages. We reserve the right to suspend your server immediately upon discovery of such activity. We will try to alert you to any such problems whether or not we suspend your server. You agree to indemnify and hold us harmless from any claims resulting from your use of email services and web services provided by this Agreement.

9.0   Miscellaneous.

9.1   This Agreement will be interpreted and applied in accordance with the laws of the state of Utah, without regard to conflicts-of-law provisions. The prevailing party in any action or proceeding to enforce rights under this Agreement will be entitled to recover costs and attorneys' fees, independent of whether a suit is actually filed.

9.2   You understand that all information made available on the Internet to, or by, you through our services is considered public information. You are responsible to protect any information you deem to be private.

9.3   You certify that you are at least 18 years of age.

9.4   You do not own IP numbers and addresses that may be assigned to you. We control them and we may change or revoke any of them, as we alone find prudent.

9.5   If, in our view, your use of your server requires more CPU processing capacity than that for which your level of service is designed, we may immediately suspend your server. You then may upgrade to a different level of service.

9.6   In the event that you resell our services to others, you agree to first obligate any such resale to the terms of this Agreement and incorporate into that resale all of our rights.

9.7   You must provide the means (telephone, computer, hardware and software equipment and services, etc.) necessary to access our systems. We do not represent or warrant that your equipment will be compatible with our service.

9.8   You may not transfer or assign this Agreement without the written consent of ITWest, Inc.