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
only Licensed Entities'