iVertexo Internet Solutions, Inc. (d.b.a. Ivertex)
HOSTING SERVICES AGREEMENT

This Hosting Services Agreement (the "Agreement") is entered into by and between iVertexo Internet Solutions, Inc., an Arizona corporation ("Host"), having a principal address at 3418 W Los Gatos Dr., Phoenix, Arizona 85027, and a subscriber to iVertexo's hosting services ("Client"). Host and Client are sometimes referred to collectively as "the Parties."

RECITALS

WHEREAS, Host is in the business of offering Internet services relating to the provision of access to applications and web sites on the Internet and is willing to provide services to Client on the terms and subject to the conditions set forth below; and

WHEREAS, Client desires to engage Host for the purpose of storing Client's applications and web sites on the World Wide Web (the "Web Sites") and making it available for access via the Internet. Client desires to engage Host, and Host desires to be engaged by Client, to provide such Internet services on the terms and subject to the conditions set forth below.

WHEREAS, Host and Client agree that this agreement and the terms and conditions herein become effective as of the date ("Effective Date") that Client first transmits files to iVertexo's Internet servers for subsequent provision to the Internet on Client's behalf.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, Host and Client (the "Parties") hereby agree as follows:

AGREEMENT

1. Services

1.1 Hosting Services

Host agrees to provide Client with services for hosting content on the Internet (the "Web Sites") as set forth or described in Schedule A hereto (the "Hosting Services"). Host shall provide the Hosting Services so that the Web Site is accessible to third parties via the Internet as specified herein. Except as expressly provided herein, Client agrees that Host is responsible only for providing the Hosting Services, and Host is not responsible for providing any services or performing any tasks not specifically set forth in Schedule A. Schedule A will hereinafter be referred to as the "Hosting Services" or "Services".

1.2 Content

Client shall provide all materials comprising the Web Site, including, but not limited to, any images, photographs, illustrations, graphics, audio clips, video clips or text (the "Client Content"), which shall be in a correct format to serve the content to the World Wide Web portion of the Internet. The Client Content shall be properly adapted and translated by Client for posting to the Host server (the "Host Server") so that the Web Site may be accessed via the Internet.

1.3 Availability of Web Site

The Web Site shall be accessible to third parties via the Internet twenty-four (24) hours a day, seven (7) days a week, except for scheduled maintenance and required repairs, and except for any loss or interruption of Hosting Services due to causes beyond the control of Host or which are not reasonably foreseeable by Host, including, but not limited to, interruption or failure of telecommunication or digital transmission links and Internet slow-downs or failures. In the event of any loss or interruption of Hosting Services, Client's sole and exclusive remedy and Host's sole and exclusive liability for any loss or interruption of Hosting Services shall be as follows: for loss or interruption of Hosting Services which is due to (i) causes other than scheduled maintenance and required repairs, or (ii) causes beyond the control of Host, or (iii) causes which are not reasonably foreseeable by Host, including, but not limited to, interruption or failure of telecommunication or digital transmission links and Internet slow-downs or failures, which loss or interruption of Hosting Services exceeds a continual period of twenty-four (24) hours, Client shall receive a credit against future Hosting Services equal to a pro rata portion of Hosting Services fees for the period of downtime.

1.4 Domain Name Registration

As part of the initial Hosting Services, Client shall provide Host with a registered domain name, or Host shall register domain name(s) selected by Client provided that such domain name is available for registration and does not violate any InterNIC or other registration services' policies, or any law or regulation. Client agrees to promptly reimburse to Host any fees paid by Host to InterNIC or other registration services with respect to the registration and maintenance of such domain name.

1.5 Domain Name Disputes

In the event of any dispute or cause of action arising out of or related to Client's domain name used in connection with the Web Site, upon Client's request Host will attempt to register with InterNIC an alternative domain name chosen by Client and attempt to make the Web Site available over the Internet under such alternative name for an additional fee to be charged to Client pursuant to the fee and payment schedule set forth in Schedule A hereto.

1.6 Additional Storage and Transfer

In the event that the Client Content requires storage and traffic on the Host Server which exceeds the amount of storage or traffic specified in the Hosting Services, Client may request that Host (a) upgrade the level of Hosting Services, or (b) acquire additional incremental storage and data transfer capacities to be included in the Hosting Services in accordance with the fee and payment schedule in Schedule B hereto. Host reserves the right to review all such requests and determine, in consultation with Client, within five (5) business days whether it can reasonably comply with such requests.

1.7 Updates

As part of the Hosting Services, Host shall provide Client with a recommended procedure to allow Client to transmit revisions, updates, deletions, enhancements or modifications (the "Updates") to the Client's storage area on the Host Server. Transmission of Updates to the Host Server do not count towards the Client's traffic capacity.

2. License and Proprietary Rights

2.1 Proprietary Rights of Client

As between Client and Host, Client Content shall remain the sole and exclusive property of Client, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights. Except as provided in this Section 2.1, nothing in this Agreement shall be construed to grant Host any ownership right in, or license to, the Client Content provided by Client to Host or transmitted to a Host Server. Client hereby grants to Host a non-exclusive, worldwide, royalty-free license for the Initial Term and any Renewal Term (as those terms are hereinafter defined) to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use Client Content as necessary for the sole purpose of rendering the Services to Client under this Agreement.

2.2 Proprietary Rights of Host

All materials, including but not limited to any computer software (in object code and source code form), data or information developed or provided by Host or its suppliers under this Agreement, and any know-how, methodologies, equipment, or processes used by Host to provide the Services to Client, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto (collectively "Host Materials") shall remain the sole and exclusive property of Host or its suppliers. To the extent, if any, that ownership of the Host Materials does not automatically vest in Host by virtue of this Agreement or otherwise, Client hereby transfers and assigns to Host all rights, title and interest which Client may have in and to the Host Materials. Client acknowledges and agrees that Host is in the business of designing and hosting Web sites, and that Host shall have the right to provide to third parties services which are the same or similar to the Hosting Services, and to use or otherwise exploit any Host Materials in providing such services.

2.3 Confidentiality

Each Party agrees that during the course of this Agreement, information that is confidential or proprietary may be disclosed to the other Party, including, but not limited to, software, technical processes and formulas, source codes, product designs, sales, cost and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, and marketing data ("Confidential Information"). Confidential Information shall not include information that the receiving Party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving Party, (b) was known to the receiving Party as of the time of its disclosure, (c) is independently developed by the receiving Party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing Party. Except as provided for in this Agreement, each Party shall not make any disclosure of the Confidential Information to anyone other than its employees who have a need to know in connection with this Agreement. Each Party shall notify its employees of their confidentiality obligations with respect to the Confidential Information and shall require its employees to comply with these obligations. The confidentiality obligations of each Party and its employees shall survive the expiration or termination of this Agreement.

3. Client Content

3.1 Client Responsibility

Client assumes sole responsibility for (a) acquiring any authorization(s) necessary for hypertext links to third party web sites, (b) the accuracy of materials on the Web Site, including, without limitation, Client Content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, and (c) ensuring that the Client Content does not infringe or violate any right of any domestic or foreign third party. Notwithstanding the foregoing, Host reserves the right, in its sole discretion, to exclude or remove from the Web Site any hypertext links to third party web sites, any Client Content on the Web Site, or other content not supplied by Host which, in Host's sole reasonable discretion, may violate or infringe any law or third party rights or which otherwise exposes or potentially exposes Host to civil or criminal liability or public ridicule, provided that such right shall not place an obligation on Host to monitor or exert editorial control over the Web Site. In addition, Client assumes sole responsibility for acquiring the rights to use any software that enables the creation of Client Content.

3.2 Limitations on Client Content

Client shall place and cause to be placed on the Web Site Client Content that does not contain any content or materials which infringe on or violate any applicable law or regulation or any proprietary, contract, or other third party right, or which otherwise exposes Host to civil or criminal liability. Any such materials placed on the Web Site which do not satisfy the foregoing requirements shall be deemed to be a material breach of this Agreement.

3.3 Chat Rooms

Chat rooms and other community-driven applications shall not be included in the Web Site and may not be implemented by or on behalf of Client without prior written approval of Host. In most cases approval will be granted, but Host reserves the right to review the community-driven application being proposed and recommend adjustments to Client's traffic and storage levels to facilitate use of these applications.

3.4 "SPAM"

Client shall not use Host's servers for the purpose of transmitting solicitations via electronic mail to recipients unless those recipients have personally and directly opted to receive such solicitations. Any complaints of such activity will result in suspension of e-mail services.

4. Fees and Taxes

4.1 Hosting Services Fees

Client shall pay Host all fees for the Hosting Services in accordance with the applicable fee and payment schedule set forth in Schedule B hereto. Host expressly reserves the right to change its rates or plan features charged hereunder for the Services during any Renewal Term (as defined herein).

4.2 Additional Services Fees

Unless otherwise agreed in writing, Client shall pay to Host all fees for requested Additional Services on a time and materials basis as invoiced by Host.

4.4 Late Payment

Client shall pay to Host all invoiced fees within fifteen (15) days of the date of the applicable Host invoice. If payment has not been received within thirty (30) days from the date of an invoice, where applicable, late charges of twenty percent (20%) per month shall also become payable by Client to Host. In addition, failure of Client to fully pay any fees within thirty (30) days from the date of an invoice shall be deemed a material breach of this Agreement, justifying suspension of the performance of the Services by Host, and will be sufficient cause for immediate termination of this Agreement by Host. Any such suspension does not relieve Client from paying past due fees plus interest and in the event of collection enforcement, Client shall be liable for any costs associated with such collection, including, but not limited to, legal costs, attorneys' fees, court costs and collection agency fees.

4.5 Taxes

Client shall pay for all sales, use, transfer, privilege, excise, and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the performance by Host under this Agreement; excluding, however, income taxes on profits which may be levied against Host. As an example, sales tax for products sold on Client's Web Site are the sole responsibility of Client.

5. Warranties

5.1 Host Warranties

Host represents and warrants that (a) Host has the power and authority to enter into and perform its obligations under this Agreement, and (b) Host's Services under this Agreement shall be performed in a professional manner.

5.2 Client Warranties

Client represents and warrants that: (a) Client has the power and authority to enter into and perform its obligations under this Agreement; (b) Client Content does not and shall not contain any content, materials, advertising or services that are inaccurate or that infringe on or violate any applicable law, regulation or right of a third party, including, without limitation, export laws, or any proprietary, contract, or any other third party right, and that Client owns the Client Content or otherwise has the right to place the Client Content on the Web Site; and (c) Client has obtained any authorization(s) necessary for hypertext links from the Web Site to other third party Web sites. Should Client receive notice of a claim regarding the Web Site, Client shall promptly provide Host with written notice of such claim.

5.3 Disclaimer of Warranty

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, HOST DISCLAIMS ANY AND ALL EXPRESS WARRANTIES, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES OF MERCHANTABILITY.

6. Indemnification

6.1 Client

Client agrees to indemnify, defend, and hold harmless Host, its directors, officers, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such action is based upon a claim that: (i) if true, would constitute a breach of any of Client's representations, warranties, or agreements hereunder; (ii) arises out of the negligence or willful misconduct of Client; or (iii) any of the Client Content to be provided by Client hereunder or other material on the Web Site infringes or violates any rights of third parties, including without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

6.2 Host

Host agrees to indemnify, defend, and hold harmless Client, its directors, officers, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such action arises out of the gross negligence or willful misconduct of Host.

6.3 Notice

In claiming any indemnification hereunder, the indemnified Party shall promptly provide the indemnifying Party with written notice of any claim which the indemnified Party believes falls within the scope of the foregoing paragraphs. The indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that the indemnifying Party shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the indemnified Party shall not be final without the indemnified Party's written consent, which shall not be unreasonably withheld.

7. Limitation of Liability

Host shall have no liability for unauthorized access to, or alteration, theft or destruction of, the web site or client's data files, programs or information through accident, fraudulent means or devices. Host shall have no liability with respect to Host's obligations under this Agreement or otherwise for consequential, exemplary, special, incidental, or punitive damages even if host has been advised of the possibility of such damages. In any event, the liability of Host to Client for any reason and upon any cause of action shall be limited to the amount actually paid to Host by Client under this Agreement during the first month immediately preceding the date on which such claim accrued. This limitation applies to all causes of action in the aggregate, including, without limitation, to breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts.

8. Termination and Renewal

8.1 Term

This Agreement is established as a month-to-month agreement. The contract term is one month and the contract will automatically be renewed indefinitely unless terminated as otherwise provided in this Agreement.

8.2 Termination

Either Party may terminate this Agreement with fifteen (15) days written notice.

8.3 Termination and Payment

Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement. Host shall refund a pro rata portion of fees paid to Client for Hosting Services not yet rendered on the date of termination.

9. Liaison

Each Party shall designate one (1) person who will act as the primary liaison for all communications regarding Hosting Services.

10. Miscellaneous

10.1 Entire Agreement

This Agreement and attached Schedules constitute the entire agreement between Client and Host with respect to the subject matter hereof and there are no representations, understandings or agreements which are not fully expressed in this Agreement.

10.2 Cooperation

The Parties acknowledge and agree that successful completion of the Services shall require the full and mutual good faith cooperation of each of the Parties.

10.3 Independent Contractors

Host and its personnel, in performance of this Agreement, are acting as independent contractors and not employees or agents of Client.

10.4 Amendments

No amendment, change, waiver, or discharge hereof shall be valid unless in writing and signed by the Party against which such amendment, change, waiver, or discharge is sought to be enforced.

10.5 Client Identification

Host may use the name of and identify Client as an Host client, in advertising, publicity, or similar materials distributed or displayed to prospective clients. Client may request to be excluded from such identification and Host will respectfully oblige such a request.

10.6 Force Majeure

Except for the payment of fees by Client, if the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either Party, that Party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.

10.7 Arizona Law

This Agreement shall be governed in all respects by the laws of the State of Arizona without regard to its conflict of laws provisions, and Client and Host agree that the sole venue and jurisdiction for disputes arising from this Agreement shall be the appropriate state or federal court located in the Maricopa County, Arizona, and Client and Host hereby submit to the sole jurisdiction of such courts.

10.8 Assignment

Client shall not assign, without the prior written consent of Host, its rights, duties or obligations under this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law or otherwise, and any attempt to do so shall be deemed a material breach of this Agreement.

10.9 Notice

Any notice provided pursuant to this Agreement, if specified to be in writing, shall be in writing and shall be deemed given (i) if by hand delivery, upon receipt thereof, (ii) if mailed, ten (10) days after deposit in the United States mails, postage prepaid, certified mail, return receipt requested, (iii) if by facsimile transmission, upon electronic confirmation thereof, or (iv) if by next day delivery service, upon such delivery. All notices shall be addressed as follows (or such other address as either Party may in the future specify in writing

10.10 Waiver

The waiver of failure of either Party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right hereunder.

10.11 Severability

If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.

10.12 Counterparts

This Agreement may be executed in several counterparts, all of which taken together shall constitute the entire agreement between the Parties hereto.

10.13 Headings

The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof.

10.14 Approvals and Similar Actions

Where agreement, approval, acceptance, consent or similar action by either Party hereto is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld.

10.15 Survival

All provisions of this Agreement relating to Client warranties, confidentiality, non-disclosure, proprietary rights, limitation of liability, Client indemnification obligations and payment obligations shall survive the termination or expiration of this Agreement.

EXHIBIT A

HOSTING SERVICES

Host will provide the following services to Client (the "Hosting Services"):

1.1 Storage. Plan-specific number of megabytes (MB) of disk space on Host's server for storage of the Web Site and any data files associated with the Web Site. Additional disk space is available at the rate of $0.20 per MB each month in minimum blocks of 25 MB.

1.2 Monthly Traffic. Plan-specific GB of monthly bandwidth (data transfer). Additional utilization will be billed monthly at the rate of $10 per GB.

1.3 E-mail Accounts. Plan-specific number of e-mail (POP3) accounts. Additional e-mail accounts may be purchased for $1.00 per account per month.

1.5 Log Information. Owner will have access to Web Site visitor/usage data via the Web, or via raw log files.

1.6 Backups. Host will backup the Web Site and all data files associated with it at least once each day.

1.7 Client Modifications of Web Site. Host will provide Client with a password protected File Transfer Protocol ("FTP") account for the purpose of updating the Web Site and transferring data from and to the Host's server. Owner may modify or change the content of the Web Site using its FTP account as frequently as desired without charge.

1.8 Internet Connection. Host will maintain at least two redundant T3 connections to the Internet on different carrier's backbones.

2.1 Compensation. The fee for the Hosting Services will be calculated on a monthly basis per the fee schedule in Exhibit B. Additional one-time setup charges may apply and will be disclosed on the fee schedule.

2.2 Additional Services. Host will provide requested Additional Services at the rate of $100.00 per hour.

2.3 Price Guarantee. The cost of Hosting Services and technical support will not increase for a period of 1 year from the Effective Date of this Agreement (date of first use by Client).

2.4 Payment Terms. Host will invoice Owner for Hosting Services and any technical support on a monthly basis. Invoices will be paid within 15 days of receipt.

3. Client Warranties. Owner represents and warrants to Host that:
(a) Owner owns or has the right to use all material contained in the Web Site, including all text, graphics, sound, video, programming, scripts, and applets; and
(b) The use, reproduction, distribution, and transmission of the Web Site, or any information or materials contained in it, on and from Host's server computer does not: (1) infringe or misappropriate any copyright, patent, trademark, trade secret, or any other proprietary rights of a third party; (2) violate any criminal laws; (3) constitute false advertising, unfair competition, defamation, an invasion of privacy, violate a right of publicity, or violate any other law or regulation.

4. Limitations of Warranties and Liability. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, HOST DISCLAIMS ANY AND ALL EXPRESS WARRANTIES, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES OF MERCHANTABILITY. HOST WILL NOT BE LIABLE FOR ANY LOSS OF BUSINESS OR PROFITS, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SIMILAR DAMAGES, OR, OTHER THAN AS SET FORTH IN THIS AGREEMENT, FOR CLAIMS OF DAMAGES MADE BY ANY THIRD PARTY FOR ANY CAUSE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY REFLECTS AN INFORMED, VOLUNTARY ALLOCATION BETWEEN THE PARTIES OF THE RISKS (KNOWN AND UNKNOWN) THAT MAY EXIST IN CONNECTION WITH THIS AGREEMENT. IN NO EVENT WILL HOST'S LIABILITY EXCEED THE TOTAL PRICE, AS DEFINED IN THIS AGREEMENT.

5. Right to Monitor and Remove Unacceptable Sites. Host has the right, but not the duty, to review and monitor all content submitted for or included on the Host Server, and in its sole discretion to remove any content that Host finds objectionable for any reason, without prior notice to Owner.

EXHIBIT B

FEE SCHEDULE

Please refer to http://www.ivertexo.com/hosting/prices.asp for current pricing.