THIS AGREEMENT made this___ day of ______ 2003, between _____________________ ("Customer") and HAVENCO LTD., ("HavenCo").

1. Services to be Provided: Under the terms and conditions of this Agreement, HavenCo shall provide, and Customer hereby accepts:

   1. Colocation services, with Customer's server physically located on the Principality of Sealand, including power, cooling, and physical space;
   2. Internet bandwidth provided over an ethernet connection to the colocated server
   3. Physical maintenance, manipulation, and other support of the customer's colocated equipment
   4. Other services specified on Attachment A hereto;
   5. Equipment meeting HavenCo's specifications ("Equipment) to the extent necessary to provide the services in 1.a and 1.b, as set forth on Attachment B.

2. Charges to Customer: HavenCo shall charge the customer in accordance with the following fee schedule:

   Hardware purchase 1U Appro Dual-Athlon 1124 2 x 1.2GHz or faster AMD Athlon MP processors, 1024MB ECC RAM, 2 x 100baseTX fast ethernet, 2 x 60GB 7200rpm HDD, 450 watt power supply	USD 3500
   One-time setup fee per server	USD 1500
   Monthly colocation/bandwidth charges (256Kbps CIR)	USD 1500/month

   HavenCo services are priced on a monthly basis, prepaid quarterly.

   If HavenCo prices decrease during the term of Customer's contract or prepaid service period, HavenCo will within 30 days issue the customer with service credit for the difference between price paid and current HavenCo prices. If HavenCo prices increase during term of Customer's contract, Customer shall continue to receive service at the Customer's original, lower rate, but HavenCo is under no obligation to renew Customer's contract at that rate.

   Customer shall indemnify HavenCo against any governmental use, franchise, excise, sales or privilege taxes, duties, fees or similar liabilities chargeable to or against HavenCo by the jurisdiction(s) in which Customer operates resulting from the Services furnished by HavenCo., except that HavenCo will be responsible for any and all such taxes, duties, and fees (if any) sought to be imposed by Sealand.

3. Terms And Conditions/Acceptable Usage Policy: This Agreement is subject to HavenCo's Terms of Contract ("Terms") at http://www.havenco.com/legal/toc.html and Acceptable Usage Policy ("AUP") that appear at http://www.havenco.com/legal/aup.html. HavenCo at its sole discretion, may change the Terms and AUP at any time. This AUP is not exhaustive and HavenCo reserves the right to modify the AUP at any time, effective upon either the posting of the modified AUP to http://www.havenco.com/legal/aup.html or notification of the modified AUP. Customer may request a current copy of the Terms and AUP by sending or faxing a request to HavenCo at the address or fax number written below, or by emailing [email protected].

   By registering for and using HavenCo services, and thereby accepting the Terms of Contract, terms or equivalent, Customer agrees to abide by the AUP as modified from time to time. Any violation of the AUP may result in the suspension or termination of Customer's service or such other action as HavenCo deems appropriate. No credits will be issued for any interruption in service resulting from policy violations.

   VIOLATION OF THE AUP IS STRICTLY PROHIBITED AND MAY RESULT IN THE IMMEDIATE TERMINATION OR SUSPENSION OF THE SERVICES CUSTOMER RECEIVES FROM HAVENCO. CUSTOMER SHALL REMAIN SOLELY LIABLE AND RESPONSIBLE FOR YOUR USE OF THE SERVICES AND ANY AND ALL CONTENT THAT CUSTOMER DISPLAYS, UPLOADS, DOWNLOADS OR TRANSMITS THROUGH THE USE OF THE SERVICES. "CONTENT" INCLUDES, WITHOUT LIMITATION, E-MAIL, WEB PAGES, PERSONAL HOME PAGES, AND DOMAIN NAMES. IT IS HAVENCO'S POLICY TO TERMINATE REPEAT INFRINGERS. HAVENCO RESERVES THE RIGHT TO REFUSE SERVICE TO ANYONE AT ANY TIME.

4. Privacy: HavenCo has a corporate policy to safeguard the privacy of its customers and their data (including any and all email messages that are transmitted through the HavenCo system or by means of the Services). HavenCo will only access and disclose information as necessary to provide the Services, to operate or maintain its systems, to ensure compliance with its Acceptable Use Policy or to protect itself or its customers. The Principality of Sealand has said it has no intent of honoring any foreign nation's request for a Customer's data, no matter how phrased, and HavenCo will not voluntarily honor any such request.

5. Common Carrier: HavenCo and Customer agree that HavenCo is solely acting as a common carrier in its capacity of providing services hereunder, is not a publisher of any material or information and has no right to edit or censor the material at Customer's site. Nonetheless, HavenCo may terminate this Agreement in the event Customer violates HavenCo's Acceptable Use Policy (AUP). If HavenCo becomes aware of or suspects any violation of the AUP by Customer or any of Customer's Authorised Users, HavenCo first shall attempt to notify Customer and provide reasonable detail of such violation, including a copy of the message(s) being investigated and the SMTP control and header information of such message(s). The parties shall use best efforts to promptly resolve the matter. However, HavenCo has retained the right of terminating, in appropriate circumstances, any customer or user of HavenCo's Services that is a repeat violator, and HavenCo reserves the right to immediately suspend or terminate the provision of Services to User for violation (or to Customer for Customer's own violation) of the AUP, in conformance with such policy or otherwise as reasonably necessary to protect HavenCo's interests. HavenCo also reserves the right to immediately terminate Services provided to Customer without notice if the actions of Customer or the Customer's Autorized Users violate HavenCo's AUP and are severe enough to threaten the continued operation of HavenCo, and may also temporarily suspect Services to Customer or Customer's Authorized Users during an ongoing investigation. In no event shall HavenCo be liable for service interruptions or Service Level Agreement compensation as a result of AUP violations or investigation of AUP violations. In addition, HavenCo reserves the right to recover damages for such violations or complaints, for any harm done to the HavenCo System or for employee hours devoted to responding to violations or complaints.

6. Interruptions in Service: Customer understands and agrees that occasional temporary interruptions of Internet Services may occur and agrees that under no circumstances will HavenCo be held liable for any financial or other damages due to such interruptions. In no event shall HavenCo be liable to Customer or any other person for any special, incidental, consequential or punitive damages of any kind, including, without limitation, refunds of fees, loss of profits, loss of income or cost of replacement services. HavenCo provides a Service Level Agreement to provide service credits if HavenCo service falls below HavenCo's quality expectations.

7. Internet: HavenCo and its suppliers make no warranties regarding the quality, reliability, timeliness or security of the Services or the HavenCo System or that the Services, any software or the HavenCo System will be uninterrupted or error free. HavenCo assumes no responsibility or liability for the deletion or failure to store, or to store properly, data files or email messages. Customer and any of its Users assume the entire risk in downloading or otherwise accessing any data, files or other materials obtained from third parties as part of the Services or by means of the HavenCo System, even if Customer or User has paid for virus protection services from HavenCo.

8. Support: HavenCo shall provide telephone and web-based support to Customer, but not to Customer's users, twenty-four (24) hours a day seven (7) days a week. Customer shall be responsible for first- level support to its Users and for all other support not otherwise specified herein to Users.

9. License: If any software ("Software") is provided to Customer by HavenCo under this Agreement, Customer shall have only a non-exclusive, non-transferable, royalty-free limited license to use such Software solely in connection with the Services during the term of this Agreement. HavenCo and its licensors retain all rights, title and interest in and to the Software. Customer may not decompile, reverse engineer, disassemble, modify, rent, lease, loan, distribute, assign, transfer or create derivative works of the Software. Customer may not remove, deface or obscure any of HavenCo's or its licensors' proprietary rights notices on or in the Software or on output generated by the Software. Customer agrees that any violation of the Software license shall constitute a material breach of this Agreement.

10. Warranty/Limitation of Liability: Customer hereby agrees that HavenCo makes no warranties, express or implied and Customer hereby waives any claim based upon any breach thereof. Customer further agrees that HavenCo shall not be liable for any consequential, indirect or punitive damages arising out of any breach, delay or default in performance of this Agreement, and in any event, the amount of damages due from HavenCo to Customer shall never exceed, and shall be limited to, a credit allowance of all payments made to date of claim, but not to exceed one (1) months' service fee at current rates. HavenCo's liability arising out of delays in installation, commencement or restoration of Service, or out of mistakes, accidents, omissions, interruptions, delays, or defect in transmission, including those which may be caused by regulatory or judicial authorities, shall in no event exceed the amount of the credit allowance, if any, available under this Section. Without limiting the foregoing, HavenCo shall have no obligation to provide alternative routing with respect to any Service provided pursuant to this Agreement.

    IN NO EVENT SHALL HAVENCO BE LIABLE TO CUSTOMER OR ANY OTHER PERSON, FIRM OR ENTITY IN ANY RESPECT, INCLUDING, WITHOUT LIMITATION, FOR ANY DAMAGES, EITHER DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, ACTUAL, PUNITIVE, OR FOR ANY OTHER DAMAGES, OR FOR ANY LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF MISTAKES, NEGLIGENCE, ACCIDENTS, ERRORS, OMISSIONS, INTERRUPTIONS OR DEFECT IN TRANSMISSION, OR DELAYS, INCLUDING, BUT NOT LIMITED TO, THOSE WHICH MAY BE CAUSED BY REGULATORY OR JUDICIAL AUTHORITIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OBLIGATIONS OF HAVENCO. PURSUANT TO THIS AGREEMENT. HAVENCO MAKES NO WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS OR FITNESS FOR ANY PURPOSE FOR THE SERVICE OR LOCAL ACCESS, OR AS TO ANY OTHER MATTER, ALL OF WHICH WARRANTIES BY HAVENCO ARE HEREBY EXCLUDED AND DISCLAIMED.

11. Term of Contract: The contract term shall be one year from the date of the commencement of the contract. After the initial contract period has ended, the contract shall renew automatically for a further year unless cancelled by the customer in writing.

12. Termination of Service: At any time, a customer can elect to discontinue service with HavenCo. As well, HavenCo can choose to terminate any customer at any time for any reason. In the event of service termination, after any outstanding charges or credits are applied, any remaining credit in the customer's account will be returned to the customer, costs deducted. As well, customer hardware will be returned to the customer using the shipping method of customer choice. Optionally, HavenCo may offer to repurchase customer hardware. If the customer does not want hardware returned or repurchased, HavenCo will destroy the hardware to prevent data recovery, then dispose of the remains.

    If upon termination of service a customer's account is negative, HavenCo will retain customer-owned hardware for a period of 60 days. If by the end of 60 days, the customer has not sent payment sufficient to bring account balance to zero and cover shipping costs for hardware return, the customer's equipment will be sold, and proceeds used to bring account balance to zero, and then any surplus returned to the customer. Magnetic media and configurations will be securely deleted prior to sale of customer hardware, but security is not guaranteed, and HavenCo will not be liable for any disclosures which may result.

13. Unpaid charges: If a customer's account has a negative balance at any time, customer hardware will be retained by HavenCo until such time as the customer sends additional funds to make the balance of account positive. If the customer payment does not clear within 30 days of notification of negative account balance, HavenCo reserves the right to terminate customer service under the conditions above (retaining servers for a period of sixty (60) days, and then reselling hardware to recover outstanding liabilities from the customer).

14. Force Majeure: HavenCo shall not be liable to Customer or any other person, firm or entity for any failure of performance under this Agreement if such failure is due to any cause or causes including, but not limited to, acts of God, fire, explosion, vandalism, cable cut, storm, or other similar occurrences; any law, order, regulation of any civil or military authority; national emergencies, insurrections, riots, wars; or strikes, lockouts, or work stoppages or other labor difficulties; HavenCo failures, shortages, breaches or delays.

15. INDEMNITY BY CUSTOMER: CUSTOMER AGREES TO RELEASE, HOLD HARMLESS, DEFEND AND INDEMNIFY HAVENCO, ITS SUBSIDIARIES, EMPLOYEES AND AGENTS FROM ANY CLAIMS, DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, OR ANY OTHER LIABILITY ARISING FROM CUSTOMER'S USE OF HAVENCO'S SERVICES AND FACILITIES PROVIDED TO CUSTOMER UNDER THIS AGREEMENT, EVEN IF HAVENCO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING PAYMENT OF HAVENCO'S REASONABLE ATTORNEY'S FEES.

16. Liability of Customer: Any mistakes, accidents, omissions, interruptions, delays, errors or defects in transmission or Service which are caused or contributed to, directly or indirectly, by an act or omission of the Customer or by the use of Customer-provided facilities or equipment, or by the use of facilities or equipment furnished by any other person using Customer's facilities which are connected to HavenCo's facilities, shall not result in the imposition of any liability upon HavenCo and Customer shall pay to HavenCo any reasonable costs, expenses, damages, fees or penalties incurred by HavenCo as a result thereof, including costs of local exchange company, labor and materials.

17. Assignment: HavenCo may not assign this Agreement without Customer's prior written consent. Customer may assign this Agreement with the prior written consent of HavenCo. Such consent shall not be unreasonably withheld.

18. Law: The law that will apply to this Agreement is the law of the Principality of Sealand. This Agreement is performable in Sealand and Customer expressly consents to the personal jurisdiction of Sealand.

19. Notices: Any notice under this Agreement may be e-mailed, delivered personally or mailed by registered mail to the addresses written below, or to such other places as the parties may designate in writing.

20. Independence of clauses: If any of the clauses of this agreement are struck down or rendered unenforceable, the remainder shall stand unaffected and retain full force.