MIDDLE NETWORK REGION AGREEMENT

 

                                                                      Exhibit 10

 

                         MIDDLE NETWORK REGION AGREEMENT

                                     (INDIA)

 

 

THIS AGREEMENT is made and effective as of the 20th day of December 2005,

 

BETWEEN:

                           MIDNET (CANADA), INC.

                           a British Columbia corporation with an office at

                           Suite 300 - 1055 West Hastings Street Vancouver, B.C.

                           V6E 2E9

 

                           ("MIDNET")

 

AND:

                           THORNTON & ASSOCIATES LTD.

                           a British Columbia corporation

                           with an office at Suite 360 -

                           650 W.41st Ave., North Office Tower

                           Vancouver, B.C.

                           V5Z 2M9

 

                           ("THORNTON")

 

WHEREAS:

 

     A.   MidNet provides wholesale private data and enables video telephony

          networking services (the "MIDNET SERVICES") to it's clients through

          its private "Middle Network" (the "TMN");

 

     B.   MidNet desires to establish territories globally for the purpose of

          building distribution channels (the "CHANNELS") for MidNet services;

 

     C.   Thornton provides business development services (the "THORNTON

          SERVICES") for North American companies desiring to do business in

          India;

 

     D.   MidNet desires for Thornton to establish the India territory for

          MidNet Services;

 

     E.   Thornton desires to establish the India territory for MidNet Services.

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NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency

of which is hereby acknowledged by the Parties, the Parties covenant and agree

with each other as follows:

 

1.   DEFINITIONS AND INTERPRETATION

 

     1.1. DEFINITIONS

 

          In this agreement unless the context otherwise requires:

 

          "AGREEMENT" means this agreement;

 

          "ASSIGNMENT" means the transference of this Agreement by Thornton to a

          third party acceptable to MidNet;

 

          "CONFIDENTIAL INFORMATION" means all information which one of the

          Parties will have access to or come into possession of which is

          confidential and proprietary to the other Party and which is either

          declared to be confidential or proprietary in nature and includes, but

          is not limited to , the terms and pricing for the Products and

          Services, all information contained on or accessible through the

          Partner Portal, as defined hereafter, any information disclosed by any

          third party which the third party is obligated to treat as

          confidential or proprietary to one of the Parties hereto, trade

          secrets, know-how, processes, standards, product specifications,

          marketing plans and techniques, cost and financial pricing figures,

          all client or customer information (including without limitation their

          names, financial information, address or telephone number), all

          systems software applications, all software/systems source and object

          code, data, documentation, program files, flow charts, and all

          operational procedures;

 

          "DEVICE AUTHENTICATIONS" means devices authenticated or to be

          authenticated by TMN;

 

          "PARTY" means either Thornton or MidNet as is appropriate in context

          and "PARTIES" means both or either of Thornton and MidNet as is

          appropriate in context;

 

          "XPORT SERVER" means computers designed and provided by MidNet to

          support Device Authentications and communications services for TMN.

 

     1.2. HEADINGS

 

          The division of this Agreement into articles, sections, and/or

          subsections and the provision of headings for all or any of them are

          for convenience of reference only and shall not affect the

          interpretation of this Agreement.

 

     1.3. USAGE

 

          In this Agreement, unless there is something in the subject matter or

          context inconsistent therewith:

 

          (a)  words importing the singular shall include the plural and vice

               versa; and

 

          (b)  words importing gender shall include masculine, feminine and

               neuter genders.

 

                                       2

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     1.4. GOVERNING LAW

 

          This Agreement shall be governed by and construed in accordance with

          the laws of the Province of British Columbia and the federal laws of

          Canada applicable therein.

 

2.   RELATIONSHIP OF THE PARTIES

 

     2.1. NOT A PARTNERSHIP

 

         This Agreement does not and shall not be construed to create a

         partnership, joint venture, agency or any other business relationship

         which would authorize either Party to act on behalf of the other or in

         the name of the other. Each of the Parties is and will remain

         completely independent of the other.

 

3.   RESPONSIBILITIES OF THE PARTIES

 

     3.1. DELHI REGION COMPANY

 

          3.1.1. Thornton is to establish the Delhi Region Company;

 

          3.1.2. Thornton is to allocate 10% of the outstanding and issued

               shares and one seat on the Board of the Delhi Region Company to

               MidNet;

 

          3.1.3. Thornton shall pay to MidNet five million USD ($5,000,000) for

               the first Delhi Region;

 

          3.1.4. The Delhi Region Company will form MidNet (India) with MidNet;

 

          3.1.5. MidNet (India) will form MidNet (Delhi) with the Delhi Region

               Company.

 

     3.2. DELHI REGION RESELLER RIGHTS

 

          3.2.1. The Delhi Region Company has reseller rights for further

               Regions to be established in Delhi State;

 

          3.2.2. Each Region, including the Delhi Region, will be sold for four

               million USD ($4,000,000) for a minimum of one million (1,000,000)

               Device Authentications and one million USD ($1,000,000) for four

               hundred (400) xPort servers, for a total of five million USD

               ($5,000,000);

 

          3.2.3. Each Region purchaser will receive four hundred (400) xPort

               servers with one million (1,000,000) pre-purchase Device

               Authentications upon payment, at twelve thousand five hundred USD