**EXHIBIT
      10.5**




**CDGI
      CONTINUITY CENTER COLOCATION PLUS AGREEMENT**




This
      CDGI
      Continuity Center Colocation PLUS Agreement (“Agreement”) is between Cyber
      Development Group International, LLC (“CDGI”)
      and Secured Digital Storage LLC (“Customer”) and is effective on the date signed
      by CDGI (”Effective Date”). CDGI reserves the right to withdraw the offer
      contained herein in the event this Agreement is not executed by the Customer
      and
      delivered to CDGI on or before October 1, 2007.




**TERMS
      AND CONDITIONS**




1.  Services .
      The
      description, monthly recurring charges (“MRCs”), non recurring charges (“NRCs”),
      usage charges, service level agreement, minimum service term, and cancellation
      charges for Service are set forth in Exhibit
      A - Order
      Form for Service.




2.  Term .
      The
      initial Term is set forth in the “Commitment/Term/Rates” Section in Exhibit
      A - Order
      Form for Service.




3.  Payment
      Terms and Taxes .




(a)  The
      total
      initial one time fee is $30,000 which is due and payable within seven days
      (7)
      days of execution of this contract. The monthly payments shall be paid quarterly
      in advance of the quarter for which services are to be provided with the first
      payment (prorated) due seven days (7) days of Customer approval of Punch List
      and each quarterly payment thereafter shall be due on the 1st day of the
      beginning of calendar quarter for which services are to be provided. CDGI will
      invoice Customer approximately 45 days prior to the 1 st of a
      quarter. If the payment is not provided within sixty (60) days of the payment
      due date, services may be disconnected at the discretion of CDGI. Payments
      made
      more than thirty (15) days after the start of the quarter shall bear a late
      fee
      of $25 and Interest of 18% annually.




(b)  Customer
      agrees to pay for the Services for the duration of the Term. Notwithstanding
      anything in this Agreement to the contrary, for each Service, at any time on
      or
      after the expiration of the initial term of the applicable Order, the rates
      and
      fees for such Service will be subject to change, at CDGI’s discretion, upon
      sixty (60) days’ prior notice to Customer and in such a case, Customer shall be
      entitled to terminate this Agreement if the revised terms and fee are not
      acceptable.




(c)  CDGI
      is
      not responsible or in any way liable for any Taxes or third-party changes
      related to the activities, or the ownership or operation of the equipment
      (including Customer’s Equipment), of any of the following: Customer’s Authorized
      Persons, Accompanying Persons, and Associated Entities, the CDGI Collocation
      Center, or attributable to, any CDGI Center. Without inviting the foregoing,
      Customer will be responsible for paying any and all Taxes separately imposed,
      levied or assessed against governmental, quasi-governmental or tax authorities
      by the date such payments and returns are due. In no event will Customer’s
      Equipment be construed to be fixtures.




(d)  If
      Customer wishes to dispute any charge billed to Customer by CDGI (a “Disputed
      Amount”), Customer must submit a good faith claim regarding the Disputed Amount
      with documentation as may reasonably be required to support the claim within
      ninety (90) days of receipt of the initial invoice sent by CDGI regarding the
      Disputed Amount. If Customer does not submit a documented claim within ninety
      (90) days of receipt of the initial invoice sent by CDGI regarding such Disputed
      Amount, notwithstanding anything in this Agreement to the contrary, Customer
      waives all rights to dispute such Disputed Amount and Customer waives all rights
      to file a claim thereafter of any kind relating to such Disputed Amount (and
      Customer also waives all rights to otherwise claim that it does not owe such
      Disputed Amount or to seek any set-offs or reimbursements or other amounts
      of
      any kind based upon or relating to such Disputed Amount).







4.  Access
      and Use of the CDGI Centers, and Use of Customer’s Equipment




(a)  Subject
      to the terms and conditions of this Agreement, Customer will have access to
      the
      Licensed Space twenty-four (24) hours per day, three hundred sixty-five (365)
      days per year via pre-distributed Key Card Access (“Authorized Person”) remote
      NOC Visual Sentry Egress.




(b)  Unless
      otherwise expressly provided in an Order (and then only to the extent otherwise
      expressly provided therein). Customer will be responsible for configuring,
      providing, placing, installing, upgrading, adding, maintaining, repairing,
      and
      operating Customer’s Equipment, which actions Customer may engage in only to the
      extent permitted by and subject to, the terms and conditions of this Agreement.
      Customer represents, warrants and covenants that Customer has the legal right
      and authority (including regulatory consents), and will continue to have the
      legal right and authority throughout the Term, to operate, configure, provide,
      place, install, upgrade, add, maintain and repair Customer’s Equipment as
      contemplated by this Agreement. Without limiting the foregoing, Customer will
      obtain, and maintain throughout the Term, such consent of Customer’s
      subcontractors, third-party providers, vendors and any other parties as may
      be
      required by CDGI (including any contractors or others acting at CDGI’s request)
      to have the right to access Customer’s Equipment for the purpose of providing
      Services as required by this Agreement.




(c)  At
      all
      times during the Term, CDGI and Customer agree to comply with the Policies,
      which are at all times incorporated by reference into this Agreement. Any
      modification by CDGI to the Policies will be effective upon notice to Customer,
      except modifications to the Shipping Policies, which will be effective
      immediately upon being made.




(d)  Customer
      will be responsible and liable for all acts or omissions of Customer’s
      Authorized Persons, Accompanying Persons and Associated Entities, and all such
      acts or omissions will be attributed to Customer for all purposes under this
      Agreement (to the same extent as if Customer had committed the act or
      omission).




(e)  Customer,
      on behalf of itself and each of Customer’s Authorized Persons, Accompanying
      Persons and Associated Entities will not file a mechanic’s lien or similar lien
      on the Licensed Space or CDGI Center, and Customer will be responsible for
      any
      mechanic’s lien or similar lien filed by any Authorized Person, Accompanying
      Person or Associated Entity. Without limiting the foregoing, in the event any
      such lien is filed, Customer will be responsible for the immediate satisfaction,
      payment or bonding of any such lien. Except as set forth in Section 5 (which
      is further limited by Section 6 ),
      Customer will not have any responsibility for any loss or damage to equipment
      owned by CDGI, and CDGI will not have any responsibility for any loss or damage
      to Customer’s Equipment.




(f)  Customer
      Premise Equipment (“CPE”) .
      Customer shall be responsible for the procurement, installation, maintenance
      and
      operation of all Customer Equipment from the Fiber or Copper Cross Connection
      Termination Device (“Fiber Connector” or “Copper Connector”) into the Customer
      premise at the Licensed Space (the “Customer Premise Equipment”).




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5.  Indemnification




(a)  CDGI
      will
      indemnify, defend and hold harmless the Customer Parties from any and all
      liability, damages, costs and expenses (including reasonable attorneys’ fees and
      expenses) for personal injury, damage to tangible property and other claims
      (including financial loss) resulting from the negligence or willful misconduct
      of CDGI or CDGI’s contractors, consultants, agents, employees or representatives
      (collectively “CDGI Parties”)




(b)  Customer
      will indemnify, defend and hold harmless the CDGI Parties from any and all
      liability, damages, costs and expenses (including reasonable attorneys’ fees and
      expenses) for:




(i)  personal
      injury or damage to tangible property resulting from the negligence or willful
      misconduct of Customer or any of Customer’s Authorized Persons, Accompanying
      Persons or Associated Entities;




(ii)  any
      claim
      by any of Customer’s Authorized Persons, Accompanying Persons or Associated
      Entities or any employee of Customer to the extent caused by negligence or
      willful misconduct of Customer;




(iii)  any
      claim
      that Customer has failed to fulfill a contractual obligation with a third-party;
      and




(iv)  any
      claim
      resulting from Customer’s failure to obtain or maintain the required consents
      pursuant to Section
      4(b) .




(c)  Through
      counsel of its own choosing, the indemnified Party has the right to participate
      in (but not control the defense of) any proceeding in which it is being
      indemnified under this Agreement, but in such event the indemnified Party will
      be solely responsible for paying the legal fees and expenses for its own
      counsel. The indemnifying Party will, however, continue to be solely responsible
      for all other expenses relating to the action, including the legal fees and
      expenses of the counsel it selects to defend the claims. The indemnifying Party
      shall not take any action, which unreasonably exposes the indemnified Party
      to a
      risk of damages, which would not be covered by such indemnity, and may not
      settle any matter for which the indemnifying Party is providing indemnification
      without the prior written consent of the indemnified Party, which shall not
      be
      unreasonably withheld.




6.  Warranty
      Disclaimer, Limitation of Liability, Credits




(a)  CDGI
      DOES
      NOT WARRANT THAT THE SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED,
      ERROR-FREE OR COMPLETELY SECURE. CDGI DOES NOT MAKE AND CDGI HEREBY DISCLAIMS,
      ANY AND ALL IMPLIED WARRANTIES WITH REGARD TO THE SERVICES, INCLUDING THE
      IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
      NONINFRINGEMENT. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,
      CDGI
      DOES NOT MAKE, AND HEREBY DISCLAIMS, ALL EXPRESS WARRANTIES WITH REGARD TO
      THE
      SERVICES. ALL SERVICES PROVIDED PURSUANT TO THIS AGREEMENT ARE PROVIDED OR
      PERFORMED ON AN “AS IS”, “AS AVAILABLE” BASIS, AND CUSTOMER’S USE OF THE
      SERVICES IS SOLELY AT ITS OWN RISK.




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          3


(b)  NOTWITHSTANDING
      ANYTHING TO THE CONTRARY IN THIS AGREEMENT, CDGI’S TOTAL LIABILITY TO CUSTOMER
      IN THE AGGREGATE FOR THE ENTIRE TERM (AND REGARDLESS OF WHETHER THE CLAIMS
      ARE
      BROUGHT DURING OR AFTER THE TERM) WITH RESPECT TO ALL CLAIMS ARISING FROM OR
      RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING ATTORNEY’S FEES), BUT
      EXCLUDING DAMAGE TO CUSTOMER’S EQUIPMENT, WILL NOT EXCEED ONE MILLION DOLLARS
      ($1,000,000.00)




(c)  This
      section Deleted




(d)  CDGI
      and
      Customer each waive the right to bring any claim against the other Party arising
      or in any way relating to this Agreement more than one (1) year after the date
      this Agreement expires or is earlier terminated.




(e)  Notwithstanding
      and in addition to the limitation of liability set forth in Section 6(b) above,
      if some or all of the Licensed Space is not usable for a period exceeding one
      hour (the “Temporarily Unusable Licensed Space”), subject to the remainder of
      this Section 6(f) ,
      Customer will be entitled to a credit for each full hour that such Temporarily
      Unusable Licensed Space is unusable; provided that the credit shall not exceed
      in the aggregate, the monthly recurring Service Fee for the month in which
      the
      credit accrues. The credit shall equal one thirtieth (1/30) of the monthly
      recurring Service Fee for each of the following:




(i)  the
      Temporarily Unusable Licensed Space;




(ii)  the
      Power
      Services installed in such Temporarily Unusable Licensed Space; and




(iii)  the
      Cross-Connects installed in such Temporarily Unusable Licensed Space. This
      credit covers all failures, defects, delays, impairments or inadequacies in
      any
      of the Services. Notwithstanding the foregoing, Customer will only have the
      right to receive a credit if:




(1)  Customer
      notifies CDGI within (5) days of its inability to use the Temporarily Unusable
      Licensed Space; and




(2)  the
      Temporarily Unusable Licensed Space is not usable for reasons other than for:
      (A) the actions or omissions of Customer, Customer’s Authorized Persons,
      Accompanying Persons, or Associated Entities; or (B) circumstances or events
      beyond CDGI’s control.




7.  Limitation
      of Liability .
      EACH
      PARTY’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT,
      EXCLUDING DAMAGES TO CUSTOMER’S EQUIPMENT, WILL NOT EXCEED THE LIMITATION OF
      LIABILITY SET FORTH IN SECTION 6 ABOVE (”DAMAGE CAP”). Notwithstanding the
      foregoing, the limitation of liability in this Section and the Damage Cap will
      not apply to: (i)) Customer’s payment obligation for all charges under this
      Agreement, including without limitation, Service charges, taxes, interest,
      Shortfall charges, Early Termination Charges, and Service cancellation charges.
      Any claim or dispute out of or relating to this Agreement must be brought within
      two years after the cause of action arises.




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8.  Personal
      injury, Death, and Property Damage .
      Each
      Party will be responsible for the actual, physical damages it directly causes
      to
      the other Party in the course of its performance under this Agreement, limited
      to damages resulting from personal injury or death to a Party’s employee (if not
      covered under applicable workers’ compensation laws) and loss or damage to a
      Party’s personal tangible property arising from negligent acts or omissions of
      the eligible Party. Damages under this Section will be subject to the limitation
      of liability of this Agreement but not the Damage Cap. Owner shall be
      responsible for the actual physical damage, up to actual replacement cost (which
      replacement costs shall be mutually agreed to by the Parties) of Customer’s
      Equipment, to the extent such damage is causes by or the result of Owner’s
      negligent acts, errors or omissions in its performance under this
      Agreement.




9.  Indemnification .
      Each
      Party will defend and indemnify the other Party, its Affiliates, agents, and
      contractors against all third-party claims, liabilities, costs, and expenses,
      including reasonable attorneys’ fee, involving personal injury or death to
      persons or loss or damage to personal property resulting from the negligence
      or
      willful misconduct of the indemnifying Party; provided, however, the foregoing
      indemnification will not apply to any claims made by employees that are covered
      under applicable workers’ compensation laws. Furthermore, Customer will defend
      and indemnify CDGI, its Affiliates, agents, and contractors against all
      third-party claims, liabilities, costs, and expenses, including reasonable
      attorney’s fees, arising from or related to the use , modification or resale of
      the Services by Customer or End Users.




10.  Insurance




(a)  Customer
      agrees to maintain, at its expense, during the entire time this Agreement is
      in
      effect:




(i)  Commercial
      General Liability Insurance in an amount not less than One Million US Dollars
      ($1,000,000), or the local currency equivalent, per occurrence for bodily
      injury, death and property damage, which policy will include contractual
      liability coverage related to this Agreement; and




(ii)  Workers’
      Compensation and employer’s liability insurance in an amount not less than that
      prescribed by applicable law. Prior to any use of the Licensed Space at a CDGI
      Center (including, but limited to, delivery of any of Customer’s Equipment to a
      CDGI Center), Customer will furnish CDGI with certificates of insurance that
      evidence the minimum levels of insurance set forth herein and which name CDGI
      as
      an additional insured.




(iii)  Property
      Insurance for the full value of any customer equipment located in the CDGI
      Center.




In
          addition, Customer will notify CDGI of any non-renewal, cancellation, reduction
          in policy limit or other material change in Customer’s coverage at least
          forty-five (45) days prior to such change in coverage, and shall provide
          an
          updated certificate of insurance naming CDGI as an additional insured on
          or
          before each anniversary of the date of this Agreement. CDGI does not have
          any
          obligation to insure any property belonging to or in the possession of
          Customer.




(b)  Customer
      will use its best efforts to cause and ensure that each insurance policy
      referred to in Section 10(a) ,
      will
      provide that the insurance company waive all claims and rights of recovery
      by
      subrogation against the CDGI Parties in connection with any liability or damage
      covered in Customer’s insurance policies. As to any property insurance carried
      by CDGI on the CDGI Centers where any of the Licensed Space is located, CDGI
      will obtain a waiver of subrogation in favor of Customer.




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(c)  CDGI
      will
      obtain Commercial Generality Insurance and Professional Liability Insurance
      with
      sufficient limits and scopes of coverage to insure the indemnity obligations
      set
      forth in this Agreement.




11.  Terms
      of Agreement, Suspension of Service, Termination, and Removal of Customer’s
      Equipment




(a)  This
      Agreement will commence on the MSA Effective Date. Unless earlier terminated
      in
      accordance with its terms, this Agreement will terminate on the date the last
      Order then in effect expires or is terminated pursuant to the terms and
      conditions set forth in this Agreement. This Agreement shall continue to govern
      the rights and obligations of the Parties for any period of time following
      the
      Term and all renewal periods, if any, in which CDGI continues to provide
      Services to Customer and has not entered into a separate agreement with Customer
      related to such Services.




(b)  Either
      Party may terminate this Agreement by giving notice of termination to the other
      Party if the other Party breaches any material term or condition of this
      Agreement and fails to cure such breach within ten (10) days after receipt
      of
      notice of the same; provided, however, CDGI shall have the right to terminate
      this Agreement immediately should Customer fail to make timely payment to CDGI
      of any sums due hereunder. If the breach (other than where Customer has failed
      to pay Service Fees or other monies owed to CDGI) is not capable of being cured
      within ten (10) days, the breaching Party shall be given reasonable period
      of
      time to cure the failure (but no more than sixty (60) days after notice of
      the
      breach) provided that the breaching Party promptly commences attempts to cure
      such failure after receipt of such notice and pursues the cure to completion
      with due diligence. CDGI may also terminate this Agreement if:




(i)  it
      exercises any of its rights under Section 11(c) on three
      or more occasions during any twelve (12) month period;




(ii)  Customer’s
      breach of any provisions of this Agreement continues for at least ten (10)
      days
      (subject to the right to effect immediate termination for nonpayment of monies
      owed); or




(iii)  Customer
      liquidates, ceases to do business or becomes insolvent.




(c)  If
      CDGI
      suspends a Service pursuant to this Section 11(c) ,
      unless
      CDGI has subsequently terminated this Agreement as permitted under this
      Agreement, CDGI will resume the discontinued Service within twenty-four (24)
      hours after it is reasonably satisfied Customer has cured the breach(es) which
      gave rise to CDGI’s right to suspend the Service. CDGI may charge a
      reinstatement fee equal to the direct out-of-pocket expenses incurred by CDGI
      to
      discontinue the Service as well as related to the period in which the Service
      was discontinued, and to then resume the discontinued Service.




(d)  CDGI
      may
      terminate this Agreement as to any affected Licensed Space or CDGI Center if
      any
      portion of the CDGI Center in which the affected Licensed Space is located
      becomes subject to a condemnation proceeding or is condemned, CDGI’s possession
      is otherwise terminated or abated, or CDGI cannot provide or reasonably believes
      it will be unable to provide Customer with access to the affected Licensed
      Space
      as contemplated herein for a period exceeding thirty (30) days. In such event,
      CDGI’s sole liability to Customer will be to refund to Customer the fees, if
      any, collected by CDGI from Customer that relate to the period for which the
      Services have been or will be discontinued. Customer may terminate the Agreement
      as to a Licensed Space if CDGI changes the Policies in a way that materially
      adversely affects Customer’s use of the Services in such Licensed Space, but
      only if within ten (10) days after Customer’s receipt of notification of such
      change in the Policies, Customer notifies CDGI that Customer wishes to terminate
      this Agreement as to such Licensed Space on such grounds and CDGI does not
      object as to the basis for such discontinuation; if CDGI does object, then
      CDGI
      shall have the right to seek an adjudication as to the reasonableness of such
      termination and this Agreement shall remain in full force and effect pending
      such adjudication.




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(e)  Upon
      expiration or termination of this Agreement, or an Order (or any portion
      thereof), all other rights of Customer with respect to the Licensed Space
      licensed under this Agreement, or such Order (or the affected portion thereof)
      (“Terminated Space”), will terminate, and Customer will immediately remove all
      of Customer’s Equipment and other tangible items of any kind belonging to
      Customer or Customer’s Authorized Persons, Accompanying Persons and/or
      Associated Entities located in such Terminated Space, but excluding any wiring,
      cable or other equipment or property owned, leased or licensed by CDGI, from
      the
      Termination Space by no later than the effective date of such termination.
      Customer agrees to indemnify and hold harmless CDGI and each of its other
      customers from and against any loss, liability or damage caused by Customer
      or
      its invitees with respect to the removal of the Customer’s Equipment, including
      any damage to the Premises or interruptions in service caused by such removal.
      If Customer fails to remove any such property (including Customer’s Equipment)
      in accordance with this Section 11(e) ,
      CDGI
      will be entitled to pursue all available legal remedies against Customer,
      including one or more of the following remedies:




(i)  immediately
      removing any or all such property and storing it at Customer’s expense at an
      onsite or offsite location;




(ii)  shipping
      such property to the address set forth at the end of this Agreement at
      Customer’s risk and expense; or




(iii)  upon
      providing thirty (30) days’ prior notice to Customer, and if Customer fails to
      remove such property within such thirty (30)-day period, liquidating such
      property in any commercially reasonable manner and charging Customer for all
      costs associated with the liquidation.




Notwithstanding
      anything in this Agreement to the contrary, Customer will not be entitled to
      remove any of Customer’s Equipment from a CDGI Center, and Customer waives its
      right to do so, during any period of time (including after this Agreement or
      any
      Order or portion thereof expires or is terminated) in which Customer’s account
      is more than 60 days past due. In addition, if Customer’s account is past due
      when this Agreement or an Order (of any portion thereof) expires or is
      terminated, as to any such property referred to in this Section 11(e), CDGI
      may:




(1)  immediately
      remove any or all such property and store it at Customer’s expense at an onsite
      or offsite location until Customer pays all amounts owed to CDGI and then
      retrieves the property, or




(2)  upon
      providing thirty (30) days’ prior notice to Customer, and if Customer fails to
      pay all amounts owed to CDGI and then remove such property within such thirty
      (30)-day period, liquidate such property in any commercially reasonable manner
      and charge Customer for all costs associated with the liquidation and CDGI
      will
      also retain from the liquidation all amounts necessary to pay CDGI the past
      due
      amounts owed by Customer.




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During
          the period prior to any disposition of Customer’s Equipment pursuant to this Section 11(e) ,
          CDGI
          shall have the right to use the Equipment free of
          charge.




(f)  Neither
      Party will be liable to the other Party for properly terminating this Agreement
      in accordance with its terms, but Customer shall be liable to CDGI for any
      amounts owed prior to the effective date of termination as well as for the
      fees
      that would otherwise be payable hereunder by Customer for the remainder of
      the
      Term of this Agreement in the event this Agreement has been terminated as a
      result of Customer’s breach. Notwithstanding anything to the contrary in this
      Agreement, CDGI has the right to recover from Customer all damages recoverable
      under law for the period past the end of the Term, if CDGI terminates this
      Agreement prior to the end of the full Term due to Customer’s
      breach.




(g)  Notwithstanding
      anything in this Agreement (including in any Order) to the contrary, under
      no
      circumstances will any Order survive the expiration or earlier termination
      of
      this Agreement, and under no circumstances will any Order pertaining to a CDGI
      Center survive the termination of this Agreement as to that CDGI Center. CDGI
      will not have any obligation to provide any Services after the expiration or
      earlier termination of this Agreement, for any reason by either Party, and
      CDGI
      will not have any obligation to provide any Services at a CDGI Center after
      the
      expiration or earlier termination of this Agreement as to such CDGI
      Center.




12.  Dispute
      Resolution; Governing Law .
      Any
      dispute arising out of, or relating to, this Agreement will be settled by
      arbitration to be conducted in accordance with the Judicial Arbitration and
      Mediation Services (“JAMS”) Comprehensive Arbitration Rules. The Federal
      Arbitration Act, 9 U.S.C. Sections 1-16, not state law, will govern the
      arbitrability of disputes. This Agreement will otherwise be governed by the
      laws
      of the State of Illinois without regard to its choice of law principals;
      provided, however, the Services will also be subject to the Communications
      Act
      of 1934, as amended. The costs of the arbitration, including the arbitrator’s
      fees, will be shared equally by the parties; provided, however, that each Party
      will bear the cost of preparing and presenting its own claims and/or defenses
      (including its own attorneys’ fees). The venue for arbitration will be
      designated by the Party not initiating the action with the exception of any
      billing collection disputes, which will be conducted in a location designated
      by
      CDGI or in Chicago, IL. The arbitrator’s decision will be final, binding, and
      enforceable in a court of competent jurisdiction. If a Party is required to
      enforce compliance with this Section (including nonpayment of an award), then
      the non-complying Party must reimburse all of the costs and expenses incurred
      by
      the Party seeking such enforcement (including reasonable attorney’s
      fees).




13.  General .
      Customer may not assign this Agreement or any of its rights or obligations
      under
      this Agreement without the prior written consent of CDGI, which will not be
      unreasonably withheld. This Agreement is intended solely for CDGI and Customer
      and it will not benefit or be enforceable by any other person or entity,
      including without limitation, End Users.




14.  Miscellaneous .




(a)  Except
      where otherwise expressly started in this Agreement, (and regardless of whether
      certain provisions in this Agreement expressly require written notice, consent
      or approval) all notices, consents, or approvals required by this Agreement
      will
      only be effective if in writing and sent by:




(i)  certified
      or registered air mail, postage prepaid;




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(ii)  overnight
      or same day delivery by bonded courier service;




(iii)  delivery
      by hand; or




(iv)  facsimile
      or electronic mail (promptly confirmed by certified or registered mail or
      overnight delivery), to the Parties at the respective street addresses,
      facsimile numbers, or electronic mail addresses set forth at the end of this
      Agreement or such other addresses or facsimile numbers as may be designated
      in
      writing by the respective Parties.




Notices,
          consents and approvals will be deemed effective on the date of receipt.
          Notwithstanding anything to the contrary in this Agreement, notices sent
          by CDGI
          pursuant to Sections
          3(b), 3(c) and 4(c) may be
          sent by first class US mail, and receipt of such notices shall be presumed
          to
          occur three (3) days after mailing.




(b)  This
      Agreement will be governed in all respects by the internal laws of the State
      of
      Illinois without regard to its conflict of laws provisions. The Parties
      irrevocably agree to the resolution of all disputes through binding arbitration
      administered by and under the rules of the American Arbitration Association
      by
      an arbitrator selected in accordance with its rules. Each Party is aware that
      the right to a jury trial is waived and that appeal rights may be limited.
      The
      Parties freely enter into this Agreement to arbitrate as part of the overall
      consideration for this Agreement and with the ability to have the advice of
      counsel. In any action by CDGI to recover payment of monies owned to it by
      Customer, should CDGI prevail in whole or part, then Customer agrees to
      reimburse CDGI for all costs and fees incurred by CDGI in connection with such
      action, including legal fees, paralegal fees and all costs and other fees
      incurred in connection with the arbitration.




(c)  No
      Party’s directors, officers, managers, members or employees will have any
      liability to any other Party with respect to this Agreement. Except as may
      be
      specifically otherwise consented to in writing by an Affiliate of a Party (and
      none of the other terms of this Agreement shall be deemed to constitute such
      consent), no Party’s Affiliates will have any liability to any other Party with
      respect to this Agreement, including with respect to any Orders.




(d)  Any
      Order
      may be amended by a change order that expressly provides it amends such Order,
      but only if such change order is either executed by CDGI and Customer or is
      prepared by CDGI and agreed to by CDGI and Customer, and CDGI’s and Customer’s
      agreement to such amendment to the Order is reflected in the manner required
      by
      the change order. Any Order amended by a change order shall thereafter, as
      amended , continue to be governed by the terms and conditions of this Agreement.
      This Agreement, the exhibits, the Policies then in effect, and all Orders
      executed at any time during the Term, all of which are incorporated herein
      by
      reference into this Agreement, constitute the complete and entire agreement
      between the Parties with respect to the subject matter hereof, and supersede
      and
      replace any and all prior or contemporaneous discussions, negotiations,
      proposals, understandings and agreements, written and oral, regarding such
      subject matter, as well as any industry custom. This Agreement will be effective
      only when signed by each Party. This Agreement may be executed in two or more
      counterparts, whether by original, photocopy, facsimile or e-mail in PDF format,
      each of which will be deemed an original, but all of which together will
      constitute on and the same instrument. Subject to the next sentence below,
      this
      Agreement may be amended only in writing by any instrument signed by each Party.
      For purposes of clarification, the prior sentence is not intended to modify
      or
      limit CDGI’s and Customer’s rights to:




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          9


(i)  agree
      to
      Online Orders or Phone Orders pursuant to the terms of Section 14(f) below,
      or




(ii)  amend
      Orders in accordance wit the terms of a change order prepared by CDGI even
      where
      such change order does not require a writing executed by both Parties to effect
      an amendment of such Orders.




(e)  No
      waiver
      of any breach of any provision of this Agreement will constitute a waiver of
      any
      prior, concurrent or subsequent breach of the same or any other provisions
      hereof, and no waiver will be effective unless made in writing and signed by
      an
      authorized representative of the waiving Party.




(f)  If
      Customer and CDGI execute multiple Orders, each additional Order will supplement
      rather than replace the prior Orders, unless otherwise stated by the Parties
      in
      writing. Notwithstanding anything in this Agreement to the contrary, including Section 2(a) :




(i)  CDGI
      has
      no obligation to execute, or to amend any Order with Customer;




(ii)  no
      Sales
      Order will be effective unless executed by both Parties;




(iii)  no
      Online
      Order or Phone Order will be effective unless made by Customer and agreed to
      by
      CDGI; and




(iv)  no
      amendment to an Order will be effective unless the change order that is amending
      such Order is prepared by CDGI and agreed to by CDGI and Customer in the manner
      required by the change order.




(g)  Each
      Party acknowledges and agrees that it has reviewed, and has had an opportunity
      to have reviewed, this Agreement (including the exhibits and the Policies).
      The
      section headings and captions throughout this Agreement are for convenience
      and
      reference only, and will not be used to construe this Agreement.




(h)  If
      any
      provision of this Agreement, as applied to any Party or to any circumstance,
      is
      adjudged by an arbitrator to be involved, illegal or unenforceable, the same
      will not affect the validity, legality, or enforceability of the portion of
      the
      provision, if any, that is not invalid, illegal or unenforceable, the
      application of such provision is any other circumstances, or the validity,
      legality, or enforceability of any other provision of this Agreement. All terms
      and conditions of this Agreement will be deemed enforceable to the fullest
      extent permissible under applicable law, and, when necessary, the arbitrator
      in
      any action between the Parties is requested to reform any and all terms or
      conditions to give them as much effect as possible.




(i)  The
      rights and obligations of the Parties will survive the termination of this
      Agreement, but Exhibit A will
      only survive for three (3) years after the end of the Term (including all
      renewal terms). In addition, all provisions of this Agreement that can only
      be
      given proper effect if they survive the termination of this Agreement will
      survive the termination of this Agreement. This Agreement will be valid as
      to
      any obligation incurred prior to termination of this Agreement, including any
      Service Fees owed by Customer. Each Party recognizes and agrees that the
      warranty disclaimers and liability and remedy limitations in this Agreement
      are
      material bargained for bases of this Agreement and that they have been taken
      into account and reflected in determining the consideration to be given by
      each
      Party under this Agreement and in the decision by each Party to enter into
      this
      Agreement.




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          10


(j)  Except
      where otherwise expressly stated herein, and subject to the limitations set
      forth in Section 6 ,
      the
      rights and remedies provided for herein are cumulative and not exclusive of
      any
      rights or remedies that a Party would otherwise have.




(k)  CDGI
      and
      Customer are independent contractors and this Agreement will not establish
      any
      relationship of partnership, joint venture, employment, franchise or agency
      between CDGI and Customer. Neither CDGI nor Customer will have the power to
      bind
      the other or incur obligations on the other’s behalf without the other’s prior
      written consent.




(l)  This
      Agreement, and the rights of Customer hereunder, are, without any further action
      by any Party, subject and subordinate to the leases (including, without
      limitation, mortgages or ground leases for the CDGI Centers). This Agreement
      is
      a services agreement and is not intended to and will not constitute a lease
      of
      any real or personal property. Customer acknowledges and agrees
      that:




(i)  it
      has
      been granted only a license (“License”) to use the Licensed Space in accordance
      with this Agreement;




(ii)  Customer
      has not been granted any real property interest under this Agreement;
      and




(iii)  Customer
      has no rights as a tenant or otherwise under any real property or
      landlord/tenant laws, regulations, or ordinances. CDGI hereby reserves, with
      respect to the CDGI Centers, all rights not specifically granted to Customer
      in
      this Agreement, including, without limitation, the right:




(1)  of
      access
      to and use of the CDGI Centers for its own use or the use of
      others;




(2)  to
      grant
      additional licenses to other persons or co-location customers for the use of
      portions of the CDGI Centers; and




(3)  to
      exercise or grant other rights not inconsistent with the rights granted in
      this
      Agreement.




(m)  CDGI
      may
      permit any other CDGI Affiliate, or any independent contractor or other
      third-party, to perform any of CDGI’s obligations hereunder. CDGI may assign,
      delegate or transfer its rights and obligations under this Agreement to a CDGI
      Affiliate, or to a Party acquiring all or substantially all of CDGI’s business
      or assets, including through merger or asset purchase, and in the event of
      any
      such assignment, transfer or delegation, and the assumption by the transferee
      of
      CDGI’s obligations hereunder, CDGI will be released from any further liability
      or obligation under this Agreement. Customer may assign this Agreement without
      CDGI’s prior consent (in which event Customer must provide CDGI with prior
      notice of the assignment) only where the Party to whom this Agreement is
      assigned by Customer has a net worth greater than Customer and is either an
      Affiliate of Customer, or is acquiring all or substantially all of Customer’s
      business or assets, including through merger. This Agreement will be binding
      upon and inure to the benefit of all successors and permitted assigns of CDGI
      and Customer, who will be bound by all of the obligations of their predecessors
      or assignors.




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          11


(n)  Excluding
      Customer’s obligation to pay amounts owed under this Agreement, including
      Service Fees, neither Party will be responsible or in any way liable to the
      other Party, and neither Party will have any termination or other rights,
      arising out of or relating to any failure by the other Party to perform or
      any
      hindrance in the performance of its obligations under this Agreement if such
      failure or hindrance is caused by events or circumstances beyond such
      nonperforming Party’s control, including acts of God, war, labor strike,
      terrorist act, fire, flood, earthquake, any law, order, regulation or other
      action of any governing authority or agency thereof, or failure of the
      Internet.




(o)  All
      Orders are set at all times subject to all of the terms and conditions of this
      Agreement. In the event of a conflict between the body of this Agreement and
      an
      Order, the body of this Agreement will control, unless the body of this
      Agreement or the Order states that the conflicting term in this Order controls.
      In the event of a conflict between the (1) the Policies and (2) either the
      body
      of this Agreement or any Order the body of this Agreement or any Order will
      control.




(p)  Unless
      otherwise expressly agreed to by the Parties in writing, CDGI will retain title
      to all parts and materials used or provided by CDGI or third parties acting
      on
      CDGI’s behalf in the performance and/or furnishing of the Services.




(q)  The
      Parties agree that there will be no third-party beneficiaries to this Agreement,
      including, but not limited to, any Accompanying Person, Associated Entity (which
      includes any Sublicensee), Authorized Person, end user, customer or the
      insurance providers for either Party.




15.  Definitions .




“Accompanying
      Person” Each person (other than an employee of CDGI) who is accompanied by an
      Authorized Person while at a CDGI Center.




“Affiliate”
      shall mean any entity controlling, controlled by, or under common control with
      such Party, where the term “control” and its correlative meanings,
“controlling”, “controlled by,” and “under common control with”, means the
      legal, beneficial or equitable ownership, directly or indirectly, of more than
      fifty percent (50%) of the aggregate of all voting equity interests in an
      entity. Without limiting the foregoing, but in addition thereto, any Affiliate
      of, or subsidiary of, CDGI shall be deemed to be an Affiliate of
      CDGI.




“Associated
      Entity” shall mean each individual, company, partnership or other entity of any
      type which employs, contracts with, or is otherwise associated or affiliated
      with any of Customer’s Authorized Persons or Accompanying Persons. Without
      limiting the foregoing definition, each Sublicensee that has sublicensed
      Sublicensed space at a CDGI Center will be an Associated Entity at such CDGI
      Center.




“Authorized
      Person” shall mean each person who is then included on the most recent list of
      Authorized Persons given to CDGI by Customer in accordance with the
      Policies.




“Billing
      Commencement Date” shall mean for a Service obtained in a Sales Order - the date
      designated in the Sales Order as the Billing Commencement Date. For a Service
      ordered in an Online Order of Phone Order - the date CDGI begins providing
      the
      Service to Customer, unless otherwise agreed to by the Parties in the
      Order.




“CDGI
      Centers” or “CDGI Colocation Center” shall mean the Internet Business Exchange
      Centers in which Customer licenses Licensed Space or receives Services from
      CDGI
      pursuant to an Order.




“CDGI
      Parties” shall mean CDGI and the Affiliates, owners, officers, directors,
      employees, and agents of CDGI or of the Affiliates of CDGI.




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          12


“Cross-Connect”
      shall mean a physical or wireless interconnection within a CDGI Center that
      (i)
      exits Customer’s cage or (ii) connects Customer to another CDGI
      Center.




“Customer
      Care Website” shall mean the customer care website accessible via the Internet
      at a location designated by CDGI, which it has the right to change from time
      to
      time.




“Customer
      Cross-Connect” shall mean a physical interconnection, including cable,
      connections, and other wiring, that (i) does not exit Customer’s cage, (ii) does
      not connect Customer to another CDGI customer, and (iii) interconnects (a)
      Equipment belonging to the Customer or (b) POD Equipment that is provided by
      CDGI and that is in Customer’s cage with Customer’s Equipment.




“Customer’s
      Equipment” shall mean all network and/or computer equipment (including wiring
      and Customer Cross-Connects between such equipment and Customer’s POD Equipment)
      that is located in the Licensed Space, regardless of whether such equipment
      is
      owned, leased, licensed or otherwise obtained for use by Customer, Customer’s
      Authorized Persons, Accompanying Persons or Associated Entities (but this does
      not include Cross-Connects or POD Equipment that is provided by CDGI and that
      is
      located in Customer’s Licensed Space).




“Customer
      Parties” shall mean Customer and the Affiliates, owners, officers, directors,
      employees, and agents of Customer or of the Affiliates of Customer.




“Early
      Termination Charges” shall mean the amount of MRCs from the date of early
      termination of this Agreement through its original Term, or such other charges
      as set forth on Exhibit A .




“End
      Users” shall mean any customers of Customer.




“Licensed
      Space” shall mean the areas licensed by Customer under the Agreement and the
      Orders and as identified in the Orders as to the amount of space. For each
      Licensed Space, CDGI will determine at all times during the Term the exact
      location in the CDGI Centers  where
      the
      Licensed Space will be located, which location may be changed from time to
      time
      by CDGI, and CDGI will notify Customer accordingly.




“MRCs”
      shall mean monthly recurring charges.




“MSA
      Effective Date” shall mean the effective date for the commencement of Service
      called for on Exhibit A .




“NOC
      Visual Sentry Egress” shall mean a right to entry to the CDGI Center by visual
      means.




“Online
      Order” shall mean an Order for Services placed by Customer via the Customer Care
      Website and accepted by CDGI pursuant to CDGI’s then current ordering procedures
      (as well as any amendment to such Order reflected in a change order agreed
      to by
      the Parties in accordance with the terms of the applicable change order, the
      Order and this Agreement).




“Order”
      shall mean any Sales Order, Online Order or Phone Orders between Customer and
      CDGI. A change order that amends an Order is not itself considered to be an
      Order under this Agreement, but is instead considered to be an amendment of
      an
      existing Order under this Agreement.




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          13


“Order
      Confirmation” shall mean a document that confirms, among other things, the
      Services, the quantity of such Services, and the prices of such Services,
      ordered in an Online Order or Phone Order and which is issued by CDGI and
      returned to CDGI pursuant to the instructions set forth in such document. Not
      all Online Orders or Phone Orders require Order Confirmations.




“Party”
      shall mean Customer or CDGI.




“Phone
      Orders” shall mean an Order for Services placed by Customer via telephone and
      accepted by CDGI pursuant to CDGI’s then current ordering procedures (as well as
      any amendment to such Order reflected in a change order agreed to by the Parties
      in accordance with the terms of the applicable change order, the Order and
      this  Agreement).




“POD
      Equipment” shall mean the (i) patch panels, DSX panels for category 5 twisted
      pair, co-axial, single and multi-mode fiber, or (ii) other appropriate (as
      reasonably determined by CDGI) point of demarcation equipment.




“Policies”
      shall mean the procedures, rules, regulations, security practices and policies
      adopted by CDGI that are then in effect for the CDGI Centers, and as they may
      be
      amended from time to time by CDGI.




“Power
      Services” shall mean power circuits ordered by Customer. For the avoidance of
      doubt, Power Services do not include power provided by CDGI as part of a bundled
      Service.




“Sales
      Orders” shall mean all written sales orders executed by Customer and CDGI with
      respect to activity in or associated with the Licensed Space (as well as any
      amendment to such Order reflected in a change order agreed to by the Parties
      in
      accordance with the terms of the applicable change order, the Order and this
      Agreement).




“Services”
      shall mean all services, goods and other offerings of any kind set forth in
      an
      Order to be provided by CDGI to Customer pursuant to this
      Agreement.




“Service
      Fees” shall mean charges and fees for Services charged to Customer by CDGI
      pursuant to this Agreement.




“Shipping
      Policies” shall mean the portion of the Policies entitled Shipping
      Policies.




“Smart
      Hands Services” shall mean services that are defined as Smart Hand Services
      under the then  current
      Policies.




“Sublicensed
      Space” shall mean the portion of the licensed Space sublicensed to a Sublicensee
      by Customer pursuant to the terms of this Agreement.




“Sublicensee”
      shall mean a customer of Customer or other third-party who sublicenses all
      or
      part of the Licensed Space from Customer.




“Taxes”
      shall mean sales, use, transfer, privilege, excise, VAT, GST, consumption tax,
      and other similar taxes and duties, whether foreign, national, state or local,
      however designated, now in force or enacted in the future, which are levied
      or
      imposed by reason of the performance by CDGI or Customer under this Agreement
      or
      by Customer with respect to its operations and use of the Services, but
      excluding taxes on CDGI’s net income.




“Term”
      shall mean the term of this Agreement as determined in accordance with Section 2 of this
      Agreement, subject to possible termination as set forth elsewhere in this
      Agreement.




Page
          14


This
      Master Service Agreement has been entered into between the Parties as of the
      CDGI Continuity Center Colocation PLUS Effective Date.






**[THE
      REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]**




Page
          15


**Customer
      to Complete:**




The
      person signing below hereby warrants and represents that he or she has full
      authority to execute this Agreement for the Party on whose behalf he or she
      is
      signing.




Customer
                Name:
            Secured
                Digital Storage LLC*[Complete
                Legal Name]*Authorized
                Signature:
            /s/
                Lawrence G. MalonePrinted
                Name:
            Lawrence
              G. MaloneTitle:
            President
                & COOStreet
                Address for Notices:
            2001
                Butterfield Road, #1050Downers
                Grove, IL 60515Telephone:
            630-271-8590Facsimile:Electronic
                E-Mail Address:


**CDGI
      to Complete:**




The
      person signing below hereby warrants and represents that he or she has full
      authority to execute this Agreement for the Parties on whose behalf he or she
      is
      signing.




Authorized
                Signature
            /s/
                Steve JaffePrinted
                Name:
            Steve
                JaffeTitle:
            Chief
                Financial Officer








**Street
      address for notices:**





Cyber
      Development Group International, LLC


1331
      E.
      Business Center Drive


Mount
      Prospect, IL 60056





Phone:
      847-803-1010


Facsimile
      number: 847-803-8952





Electronic
      mail address: jackp@cyberdevgroup.com and stevej@cyberdevgroup.com





Page
          16





**2** **nd** **Address for Notifications**





Mitchell
      Goldsmith


Shefsky
      & Froelich


111
      East
      Wacker, Suite 2800


Chicago,
      Illinois 60601


Tel
      (312)
      527.4000


Fax
      (312)
      527.4011





mgoldsmith@shefskylaw.co




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