AMENDED AND RESTATED LICENSE, HOSTING AND SERVICES AGREEMENT

AMENDED AND RESTATED

LICENSE, HOSTING AND SERVICES AGREEMENT

This AMENDED AND RESTATED LICENSE, HOSTING AND SERVICES AGREEMENT

("Agreement") is entered into to be effective as of January 29, 2007 ("the

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Effective Date") by and between RazorStream, LLC, a Nevada limited liability

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company located at 3035 East Patrick Lane, Las Vegas, Nevada 89120

("RazorStream"), and VMdirect, L.L.C., a Nevada limited liability company

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located at 3035 East Patrick Lane, Las Vegas, Nevada 89120 ("Company")

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(hereinafter RazorStream and Company may be referred to individually as a

"Party" and collectively as the "Parties").

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RECITALS

A. The Parties are parties to that certain License, Hosting and

Services Agreement dated to be effective as of May 1, 2005 (the "Original

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Agreement").

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B. The Parties desire to enter into this Agreement to (a) amend and

restate the Original Agreement, and (b) to govern the terms and conditions

pursuant to which RazorStream (i) makes the Technology (as defined below)

available to Company, and (ii) provides certain hosting and support and

maintenance services to Company.

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants contained herein

and other good and valuable consideration, the receipt and sufficiency of which

is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS. In addition to the terms defined elsewhere in this

Agreement and in the attached Exhibits, the following terms shall have the

meanings set forth below:

1.1 "Accounting Records" means (a) with respect Company, financial records

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with regard to the gross revenue from User accounts, and (b) with respect to

RazorStream, financial records with regard to the records of the Expenses

charged by RazorStream to Company.

1.2 "Affiliate" means (a) with respect to the Company, any person or entity

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directly, or indirectly through one or more intermediaries, controlled by, or

under common control with, Company, and (b) with respect to RazorStream, any

person or entity controlling, controlled by, or under common control with

RazorStream. For purposes of this definition, "control" means the possession,

directly or indirectly, of the power to direct or cause the direction of the

management and policies of an entity, whether through the ownership of voting

securities or voting interests, by contract or otherwise.

1.3 "Bandwidth" means the capacity of the connection between the

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Technology/Hosting Services and the Internet.

1.4 "Claim" means any allegation, claim, suit, action, demand, cause of

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action, investigation or proceeding.

1.5 "Company Services" means any product or service offered by Company from

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time to time to its Users that includes the Technology.

1.6 "Company Software" means software owned and/or licensed to Company that

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is used with, or that incorporates and/or embeds, the Technology.

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1.7 "Derivative Work" means any work, which would be deemed a derivative work

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under the Copyright Act, Title 17 of the U.S. Code.

1.8 "Documentation" means the technical and user manuals, FAQ materials,

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including any computer or web-based training materials, and any hardware or

software specifications, system performance, compatibility or operational

criteria or other official documentation described in Exhibit A or otherwise

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made available by RazorStream to Company with respect to the Technology;

provided, however, that except as otherwise approved by Company, any such items

made available to Company after the Effective Date shall not become

Documentation if they would materially diminish or reduce the functionality of

the Technology.

1.9 "Expenses" means the costs, fees, expenses and other amounts (including,

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but not limited to, Fees) incurred by Company under this Agreement.

1.10 "Field of Use" means the provision of video-based Internet

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communication products and/or services, including, without limitation, video

e-mail, video instant messaging, live or pre-recorded webcasting, digital vault

storage technology and/or podcasting, including, without limitation, for

purposes of Internet-based social networking applications or websites, and/or

commercial products or applications.

1.11 "Intellectual Property Rights" means one or more of the following: (a)

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rights associated with works of authorship throughout the universe; (b)

copyrights; (c) moral rights; (d) mask-works; (e) trademarks and service marks;

(f) trade names; (g) trade secrets; (h) patents, designs, algorithms and other

industrial property rights; (i) any other intellectual and industrial property

rights, whether arising by operation of law, contract, license, or otherwise;

and (j) with respect to the foregoing, all registrations, initial applications,

renewals, extensions, continuations, divisions or reissues hereof now or

hereafter in force.

1.12 "Internet" means the world-wide network of computers commonly understood

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to provide some or all of the following features, among others: electronic mail,

file transfers through File Transfer Protocol, Telnet access to local and remote

computers, UseNet Newsgroups, Gopher access to information on local and remote

computers, Wide Area Information Servers, and World Wide Web access.

1.13 "Liabilities" means any and all losses, damages, judgments, assessments,

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deficiencies, expenses (including court costs and reasonable attorneys' fees),

costs and other liabilities of whatsoever kind.

1.14 "Licensed Entities" means Company, its Affiliates, any third party

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authorized by Company from time to time, and the Users.

1.15 "Minimum Guaranteed Payment" has the meaning set forth in Exhibit D of

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this Agreement.

1.16 "Modifications" means any modification (including custom modifications

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made specifically for or at the request of Company), addition, enhancement,

revision, translation, abridgment, condensation or expansion to or arising from

the Technology, or any other form in which the Technology or any part thereof,

may be recast or transformed, in any manner that does not constitute a

Derivative Work.

1.17 "New Version" means, with respect to software embodied in the Technology,

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a version of the Technology which contains significant changes in features and

functionality and has a new version numbering, as determined in RazorStream's

sole discretion.

1.18 "Non-Recurring Engineering Fees" has the meaning set forth in Exhibit D

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of this Agreement.

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1.19 "Object Code" means computer software program code that is intended to be

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directly executable by a computer after suitable processing and without the

intervening steps of compilation or assembly.

1.20 "Operations Records" means (a) written records maintained by RazorStream

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with regard to the maintenance and operation of the Technology and Hosting

Services, including, but not limited to, maintenance, repair records, upgrade

records, and server logs for the Technology and Hosting Services in relation to

Transaction activity, and (b) documentation with regard to operational audits

performed by or on behalf of RazorStream.

1.21 "RazorStream Brand Features" means the trademarks, trade names, service

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marks, service names and logos proprietary to RazorStream, as set forth on

Exhibit A, as such exhibit may be modified from time to time by mutual agreement

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of the parties (which agreement will not be unreasonably withheld or delayed).

1.22 "Related Parties" means any owner, parent, partner, Affiliate,

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subsidiary, agent, subcontractor, director, officer, hired or leased employee or

worker, or permitted assignee of RazorStream or Company, as the case may be and

as the context requires.

1.23 "Source Code" means computer software program code, other than Object

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Code and procedural code, such as job control language, which may be printed out

or displayed in human readable form (together with its supporting

documentation).

1.24 "Specifications" means (a) the design characteristics, compatibility

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requirements, customization, features, functional, performance, engineering,

operational and/or technical criteria, and the required hardware and software

operating environment for operation of the Technology, (b) the requirements for

the Technology described in Exhibit A and/or the Documentation, (c) the

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representations, warranties, covenants and other guarantees provided in this

Agreement, and (d) any written performance, feature or functionality

specifications or documentation related to the Technology provided or made

available by or through RazorStream to Company and approved by Company either

prior to or after the Effective Date.

1.25 "Subscriber Account" means each active User account of a website operated

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by Company or any third party authorized by Company, whereby the Company

Software is sublicensed to such User.

1.26 "Technology" means (a) the software applications and computer programs

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described in the attached Exhibit A, (b) any Technology Releases developed by

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RazorStream from time to time, (c) any custom Technology enhancements developed

by RazorStream hereunder pursuant to a SOW, (d) any interfaces necessary for the

Technology to function within the operating environment of the Licensed

Entities, and (e) all Documentation relating to any of the foregoing. For the

avoidance of doubt, the term "Technology" includes any third party technology,

software or products embedded in the computer program described on Exhibit A or

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any Technology Release.

1.27 "Technology Releases" means any corrections, modifications, or bug fixes,

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enhancements, updates, new versions or releases to the Technology.

1.28 "Territory" means the world.

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1.29 "Third Party Service Provider" means a third party Internet service

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provider (ISP) that directly or through one or more intermediaries provides

services to RazorStream in order for RazorStream to fulfill its obligations

under this Agreement, including: (a) two (2) or more independent ISP

connections; (b) related online facilities management and redundancy; and (c)

related power supply and power management.

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1.30 "Third Party Software" means the third party software and technologies

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(licensed to RazorStream from third party software providers) that are

integrated into the Technology, a list of which is set forth on Exhibit E

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hereto.

1.31 "Transaction" means any User transaction consummated with respect to the

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Company Services via the Technology and Hosting Services.

1.32 "Update" means bug fixes, improvements, updates, Modifications,

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Derivative Works and upgrades to any portion of the Technology developed by

RazorStream from time to time.

1.33 "User" means individuals and entities who utilize the Company Software

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for their personal or commercial purposes, as permitted by Company from time to

time, through one or more websites operated by Company or any third party

authorized by Company.

1.34 "User Information" means personally identifiable information of Users and

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any other information or data relating to any Transaction transmitted via the

Technology and Hosting Services in connection with or otherwise relating to

Company, the Users and/or the Company Services.

1.35 "Virus" means a set of computer instructions which are self-replicating

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or self-propagating and are designed to contaminate the Technology, unexpectedly

consume computer resources, or modify, destroy, record or transmit data or

programming without the intent or permission of the user.

2. RULES OF CONSTRUCTION.

For all purposes of this Agreement, except as otherwise expressly provided or

unless the context otherwise requires: (a) the terms defined herein include the

plural as well as the singular and vice-versa; (b) words importing gender

include all genders; (c) any reference to an "Exhibit," an "Article," or a

"Section" refers to an Exhibit, an Article, or a Section, as the case may be, of

this Agreement; (d) the Exhibits hereto form part of this Agreement; (e) all

references to this Agreement and the words "herein", "hereof", "hereto" and

"hereunder" and other words of similar import refer to this Agreement as a whole

and not to any particular Exhibit, Article, Section, or other subdivision; (f)

all Article and Section headings are for convenience only and shall not affect

the interpretation or construction of this Agreement, (g) the words "including,"

"included" and "includes" mean inclusion without limitation except as noted; and

(h) this Agreement, the Documentation and the Exhibits hereto shall be construed

as consistent with one another whenever possible; however, in the event of any

conflict between any of the terms and conditions of this Agreement, on the one

hand, and the Exhibits and/or the Documentation, on the other hand, this

Agreement shall prevail.

3. TECHNOLOGY LICENSE AND HOSTING SERVICE.

3.1 License Grant. Subject to Company's continued compliance with the

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obligations of this Agreement, RazorStream hereby grants Company throughout the

Territory and solely within the Field of Use:

3.1.1 a perpetual, royalty-free, non-exclusive, irrevocable license,

under the Intellectual Property Rights comprising the Technology, to use,

copy, reproduce, modify, and prepare Derivative Works of, the Technology,

including, with respect to any software embodied therein, in Source Code

format, solely for the purposes of integrating and/or embedding the

Technology with, and/or otherwise designing and/or developing the Company

Software;

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3.1.2 a perpetual, royalty-free, non-exclusive, irrevocable license,

under the Intellectual Property Rights comprising the Technology, to use,

copy, have used, reproduce, distribute, modify, prepare Derivative Works

of, perform, display, license and otherwise exploit the Technology,

including with respect to any software embodied therein, in Object Code

format only, as embedded in, or integrated with, in whole or in part,

the Company Software;

3.1.3 the limited right to grant in the Territory, exclusive or

non-exclusive, sublicenses in and to the Technology (including to all

Intellectual Property Rights therein), including with respect to any

software embodied therein, in Object Code format only, solely for the

purpose of exploiting the Company Software (including, without limitation,

embedding or integrating such software, in Object Code form only, on

Company or third party websites and/or in Company and/or third-party

applications and devices);

3.1.4 the limited right to grant in the Territory, exclusive or

non-exclusive, sublicenses in and to the Technology (including all

Intellectual Property Rights therein), including with respect to any

software embodied therein, in Object Code format only, to Users, solely for

the purpose of using the Company Software (including, without limitation,

as such Company Software may be embedded or integrated in third-party

applications and devices);

3.1.5 a perpetual, royalty-free, non-exclusive, irrevocable license to

make additional copies of the Technology as needed for archival or back-up

purposes;

3.1.6 a perpetual, royalty-free, non-exclusive, irrevocable license to

copy and display the Documentation only as reasonably necessary to exercise

the licenses granted to Company in Sections 3.1.1-3.1.5, including any

sublicense rights therein;

3.1.7 a perpetual, royalty-free, non-exclusive, irrevocable license to

use, reproduce and display the RazorStream Brand Features in connection

with the sale, advertising, distribution, exploitation, publishing,

promotion, and marketing of the Company Software, in each case, as approved

by RazorStream from time to time (which approval will not be unreasonably

withheld or delayed); and

3.1.8 anon-exclusive sublicense in and to the Third Party Software

(including all Intellectual Property Rights therein),as incorporated in the

Technology, to use and exploit such Third Party Software to the same extent

permitted by RazorStream in its license agreements with the respective

owners of such Third Party Software, in each case as set forth on Exhibit

E.

3.2 Specifications. Exhibit A sets forth either detailed or high-level

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descriptions for the Technology. To the extent not already developed and set

forth on Exhibit A, RazorStream promptly shall develop detailed Specifications

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for each item of the Technology within thirty (30) days after the Effective

Date, which requirement is a material term of this Agreement as long as Company

provides timely feedback. All Specifications developed in accordance with the

foregoing sentence shall be subject to Company's review and approval, which

review and approval shall not be unreasonably withheld or delayed. Such

Specifications, and any modified Specifications approved by Company,

automatically shall become part of Exhibit A for all purposes under this

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Agreement in regards to the initial implementation.

3.3 Hosting Services. During the Term, RazorStream shall host the Technology

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for the Licensed Entities' access and use of the Technology (the "Hosting

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Services"). As part of the Hosting Services, RazorStream shall provide, operate

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and maintain at its premises, or facilities under its control and supervision,

all servers, operating system software, network security, connectivity and other

items

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necessary for the proper operation of the Technology in accordance with its

Specifications, the service level agreement set forth in Article 8 below and all

other provisions of this Agreement.

3.4 Documentation. RazorStream shall provide Company with Documentation

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(which may be in electronic format) that is sufficiently detailed so as to

enable a reasonable end-user to use the Technology for its intended purpose and

which sets forth the Specifications for the Technology. Company may duplicate

the Documentation so that Company's personnel may use the Technology and

Documentation to conduct electronic commerce business activities from as many

work stations as may be required.

3.5 Source Code Escrow. Within sixty (60) days after the Effective Date,

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RazorStream shall deposit and maintain the Technology in Source Code form

(including all any updates, modifications or enhancements), together with all

Documentation and appropriate supporting materials, in escrow with DSI

Technology Escrow Services Inc. (or such other escrow agent as mutually agreed)

for the benefit of Company pursuant to a separate escrow agreement in a form

acceptable to both Parties. Company shall be permitted to access and use the

escrowed materials (a) if RazorStream ceases to operate or states, either in

general to the public, or in writing to Company, that RazorStream does not

intend to continue to support the Technology, (b) upon the occurrence of an

Event of Default by RazorStream with respect to any obligation or duty relating

to the Hosting Services and/or Support Services, (c) upon bankruptcy or

insolvency of RazorStream, (d) upon termination of this Agreement by Company

pursuant to Sections 3.6, 14.1 or 14.2, or (e) as otherwise set forth in the

escrow agreement. The costs for maintaining the Technology in Source Code form

on behalf of Company by the escrow agent shall be paid by Company.

The escrow agreement shall include, without limitation, a license grant for use

of the escrowed materials by Company in such manner as shall be reasonably

required to exercise the rights pursuant to this Agreement, including to use,

reproduce, publicly display and perform, and modify (including without

limitation the ability to alter, change, enhance and make additions to) the

Source Code consistent with the licenses granted herein. Company may engage a

third party consultant or independent contractor to modify, change or enhance

the Source Code on Company's behalf; provided, however, that Company shall first

require that any such consultant or independent contractor execute a

non-disclosure agreement. Any modifications or derivative works (including all

alterations, changes, enhancements and additions) to the Source Code created by

or on behalf of Company, but not the base Source Code that was the starting

place for such modifications, shall be owned solely and exclusively by Company

and RazorStream hereby assigns all of its right, title and interest in and to

such modifications or derivative works to Company. RazorStream also shall

promptly place any updates, modifications or enhancements and accompanying

Documentation and/or supporting materials into such escrow. The nature and

completeness of the escrowed materials will be subject to verification at the

facilities of the escrow agent by a representative of Company in the presence of

a representative of RazorStream. From time to time at Company's request,

RazorStream shall provide Company with a list of all third-party software

embedded in the Technology, if any.

3.6 Option to Host Technology. Company may, at its sole option, elect to

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host the Technology on Company's, or a third party's, servers for the benefit of

all Licensed Entities, by providing thirty (30) days' prior written notice to

RazorStream at anytime during the Term. Following the exercise of such option,

RazorStream shall continue to provide the Technology and Hosting Services as

provided hereunder until such time as Company has confirmed in writing that the

Technology has been successfully transitioned to Company's, or a third party's,

servers (the "Transfer Notice"). RazorStream shall use reasonable and good

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faith efforts to cooperate with Company to transition the Technology. Company

shall be responsible for all expenses associated with transferring and retooling

and equipment required for the Technology on Company's equipment. The exercise

by Company of the option hereunder shall be deemed a termination of this

Agreement under Section 14.2.

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3.7 Application to Company and Third Party Websites. For the avoidance of

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doubt, and without limiting any portion of this Section 3, the licenses granted

herein shall apply to each individual website operated by Company or any third

party authorized thereby. The Parties acknowledge and agree that the websites

operated by Company, or any third party authorized thereby from time to time,

shall be as set forth on the attached Exhibit F, which Exhibit may be

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unilaterally amended by Company in accordance with the provisions of Section

11.1.

4. OWNERSHIP.

4.1 Technology Ownership. As between the parties, the Technology, Updates,

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New Versions, Modifications and/or Derivative Works to the Technology made by

RazorStream and provided to Company by RazorStream under this Agreement, and the

RazorStream Brand Features, shall remain the sole and exclusive property of

RazorStream, with all right, title and interest therein to be held exclusively

by RazorStream, provided, however, that any and all Updates, New Versions,

Modifications and/or Derivative Works to the Technology made by RazorStream

shall be deemed to be included within the licenses granted to Company under the

terms of this Agreement. As between the parties, the Company Software, and any

Updates, New Versions, Modifications and/or Derivative Works thereto, and any

Modifications and/or Derivative Works to the Technology, made by or on behalf of

Company, shall remain the sole and exclusive property of Company, with all

right, title and interest therein to be held exclusively by Company.

Additionally, RazorStream acknowledges that as between the Parties, Company owns

all right, title and interest, including all Intellectual Property Rights, in

and to all content, information and/or data processed by or transmitted via the

Technology and Hosting Services, including all User Information.

4.2 License Restrictions. Except as otherwise provided herein, this

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Agreement does not grant to Company any rights of ownership to the Technology.

Except as otherwise provided herein, Company may not modify, decompile,

disassemble, reverse engineer or otherwise attempt to discover the Source Code

of the Technology or create derivative works based thereon, and Company shall

not remove any proprietary notices, labels, or marks on any component of the

Technology.

5. CONFIDENTIALITY.

5.1 Confidential Information. During the term of this Agreement, either

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party may come into possession of the other party's Confidential Information.

For the purposes of this Agreement, "CONFIDENTIAL INFORMATION" means any

information that a party designates as confidential or which the receiving party

knows or has reason to know is confidential. Without limiting the foregoing,

Confidential Information includes financial, business and technical plans and

strategies, pricing information, customer lists, inventions, new products,

services or technology. Confidential Information does not include information

which is: (a) already known by the receiving party at time of disclosure; (b) or

becomes, through no act or fault of the receiving party, publicly known; (c)

received by the receiving party from a third party without a restriction on

disclosure or use; or (d) independently developed by the receiving party without

reference to the disclosing party's Confidential Information. The receiving

party may disclose Confidential Information to the extent required to be

disclosed by a court or governmental agency pursuant to a statute, regulation or

valid order; provided that the receiving party first notifies the disclosing

party and gives it the opportunity to seek a protective order or to contest such

required disclosure.

5.2 Restrictions. Each party will hold the disclosing party's Confidential

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Information in confidence and will not use such information except as permitted

under this Agreement. Each party will use the same precautions to prevent

disclosure to third parties of such information as it uses with its own

confidential information, but in no case less than reasonable efforts.

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5.3 Additional Obligations. Each party agrees (a) not to alter or remove any

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identification of any copyright, trademark or other proprietary rights notice

which indicates the ownership of any part of the Confidential Information, and

(b) to notify the other party of the circumstances surrounding any possession,

use or knowledge of the Confidential Information by any person or entity other

than those authorized by this Agreement.

5.4 Privacy Compliance. Notwithstanding anything herein to the contrary,

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RazorStream shall not collect, use or disclose any User Information that would

violate any applicable privacy or other laws, rules, regulations, generally

accepted industry standards or the terms of this Agreement.

6. PROFESSIONAL SERVICES.

6.1 SOW; Deliverables. RazorStream will perform professional services

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("Professional Services") for Company, initially as part of the Implementation

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Services, as defined below, and as Company and RazorStream may agree from time

to time. For each project undertaken by RazorStream under this Agreement

outside of the initial Implementation Services, RazorStream and Company will

enter into a written Statement of Work ("SOW") pursuant to this Agreement,

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substantially in the form of the attached Exhibit B. Each SOW shall include a

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description of the Professional Services to be performed, the work product to be

produced by RazorStream (the "Deliverables"), the terms of ownership of the

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Deliverables (including ownership of any Intellectual Property Rights therein),

any requirements and specifications for the project or the Deliverables, any

compensation to be paid to RazorStream for the Professional Services and any

pre-approved reimbursable expenses to be charged to Company, and the project

schedule for performance of the Professional Services and delivery of the

Deliverables. RazorStream shall complete the Professional Services described in

each SOW in accordance with the project schedule and/or milestones, as

applicable, set forth in the SOW or any project plan drafted pursuant to such

SOW that has been approved by Company. The pricing for the Professional

Services described in any SOW may be either a fixed amount or may be charged on

a time and materials basis, as the Parties may agree in the applicable SOW.

Where a SOW provides that RazorStream will perform the Professional Services

described such SOW on a time and materials basis, RazorStream shall set forth an

estimate of the total charges for completion of such Professional Services and

such estimate shall not be exceeded without Company's prior written consent.

Unless otherwise agreed in any SOW, any Deliverables created under this

Agreement shall automatically be included within the definition of "Technology"

under this Agreement.

6.2 Change Orders. Company may require reasonable changes in the scope of

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the Professional Services described in any SOW that RazorStream shall perform

upon receiving notice thereof from Company. Notwithstanding the foregoing, if

the change in the scope of the Professional Services under an SOW requested by

Company materially increases the amount of time to be spent by RazorStream in

providing the Professional Services as so modified, then Company and RazorStream

shall agree in writing to a change order with respect to such SOW ("Change

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Order") setting forth a description of the additional Professional Services to

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be provided by RazorStream and the additional compensation, if any, for such

additional Professional Services. RazorStream shall not be obligated to perform

such additional Professional Services if Company and RazorStream cannot agree in

writing on the pricing for such additional Professional Services.

Notwithstanding any other provision of this Agreement, Company shall have no

obligation to pay any charges for any Professional Services rendered pursuant to

this Agreement that exceed the fixed price, or the estimate of all total time

and materials charges, set forth in any SOW, unless such additional charges have

been approved in writing by Company in advance. This Agreement and any SOW or

Change Order shall be construed as consistent with one another whenever

possible; provided, however, that notwithstanding anything herein to the

contrary, in the event of any conflict between any of the terms and conditions

of this Agreement, on the one hand, and any SOW or Change Order, on the other

hand, this Agreement shall prevail.

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6.3 Implementation Services. Notwithstanding the foregoing, in connection

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with the roll-out of the Technology for use in a production environment by, and

with respect to the roll-out of each individual website operated by, Company or

any third party authorized by Company, RazorStream shall provide, pursuant to

the fees set forth in Exhibit D, all (a) account set-up, engineering and

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implementation hardware, equipment and services reasonably necessary with

respect to the installation, testing and proper configuration of the Technology

and Hosting Services to ensure that the Technology and Hosting Services function

substantially in accordance with the Specifications and otherwise meet Company's

requirements in all respects, and (b) such training services as Company may

reasonably request (collectively, the "Implementation Services"). Prior to

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commencing any Professional Services other than the Implementation Services, it

shall be RazorStream's responsibility to obtain a separate SOW with Company that

shall govern RazorStream's performance of such Professional Services and any

compensation owed to RazorStream there for. RazorStream shall not be entitled to

any compensation for (i) the Implementation Services, or (i) any Professional

Services rendered by RazorStream for Company unless Company has agreed in a

separate SOW to such charges.

7. MAINTENANCE AND SUPPORT.

During the Term, and at all times thereafter to the extent Company continues to

use the Technology, RazorStream shall provide to Company the maintenance and

support services ("Support Services") for the Technology in accordance with the

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terms and conditions set forth on Exhibit C hereto.

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8. REDUNDANCY; BACK-UP; THIRD PARTY SERVICE PROVIDERS.

8.1 Redundancy; Disaster Recovery. At all times during the Term of this

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Agreement, RazorStream shall maintain complete back-up facilities at a remote

location so as to ensure availability of the Technology and Hosting Services in

the event that the Technology or Hosting Services experience technical

difficulties or other problems whether within or beyond RazorStream's reasonable

control.

8.2 Bandwidth. During the Term, the Bandwidth representing the connection of

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the Technology/Hosting Services to the Internet shall only operate at capacity

for periods of time that are commercially reasonable (as determined by

applicable industry standards and practices in effect from time to time). In the

event that (a) the Technology/Hosting Services connection exceeds Bandwidth

capacity beyond periods of time that are commercially reasonable in any given

calendar month, and (b) Company reasonably anticipates that the

Technology/Hosting Services connection will continue to exceed Bandwidth

capacity, RazorStream shall provide additional bandwidth as requested by Company

within thirty (30) days, provided that such increases in Bandwidth are

reasonable and a commensurate increase in compensation is mutually agreed

between RazorStream and Company.

Initial Bandwidth will be set at a guaranteed 100Mbps (megabits per second),

burstable to 1 Gbps (gigabit per second). This given resource level, independent

of other factors, can support an approximate sustained 800 simultaneous 128Kb

video connections. Burst allowance can support an approximate 7,500 simultaneous

128Kb video connections.

Bandwidth utilization samples are taken for each 5 minute interval throughout

the month. The 95th percentile of the sample data will be used as the basis for

all usage charges. The Customer shall be billed the higher of (i) the Minimum

Ethernet MRC (in the event Customer's 95th percentile usage is equal to or less

than the applicable Minimum Usage) or (ii) an MRC equal to the Minimum Ethernet

MRC plus an amount equal to the product of the 95th percentile usage in excess

of the applicable Minimum Usage for such month multiplied by the applicable Unit

MRC.

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8.3 Back-Up of Transaction Logs. RazorStream shall make a complete back-up

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of the Transaction logs on a daily basis during the Term. On the first day of

every month during the Term, or at more frequent intervals as reasonably

requested by Company, RazorStream shall deliver to Company a complete electronic

copy of the Transaction logs for the previous month.

8.4 Notice of Third Party Service Provider. RazorStream may change its Third

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Party Service Provider as long as notice of such change is provided to Company

within 30 days of such change.

9. SECURITY.

9.1 Security. RazorStream shall use SSL encryption or other such technology

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consistent with applicable industry standards and practices as in effect from

time to time to ensure that the Technology is configured so as to (a) permit