##### 



EXHIBIT 10.1

e-business Hosting Agreement

Under this e-business Hosting Agreement (Agreement) between International
Business Machines Corporation (IBM) and uDate.com, Inc. (Customer), IBM
will provide Web hosting and related services (Services) to Customer. The
Agreement includes the terms and conditions and the documents referenced herein
(Base Terms), e-business hosting services order forms accepted by IBM (Order
Forms), and applicable attachments referenced in Exhibit A of such Order Forms
(Attachments) including Attachments for Services options selected by Customer
(Service Option Attachments). In the event of a conflict between the Base
Terms and an Attachment or an Order Form, the Base Terms will govern, except
where an Attachment, Order Form, or a provision contained therein expressly
states that it will govern over the Base Terms.

1.0 Definitions



|a. |  | Acceptable Use Policy means the Acceptable Use Policy for IBM
e-business Services, located on the Internet at
www.ibm.com/services/e-business/aup.html, as of the Effective Date, and
any subsequent modification in accordance with Section 12.2 below.                                                                                                                                                                        
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. |  | Affiliates means entities that control, are controlled by, or are under
common control with a party to this Agreement.                                                                                                                                                                                                                                                                                                          
|  
|c. |  | Base Components means the hardware and software that IBM makes
available, if any, as specified in Order Forms and associated Service
Option Attachments.                                                                                                                                                                                                                                                                        
|  
|d. |  | Content means information, software, and data that Customer provides,
including, without limitation, any hypertext markup language files,
scripts, programs, recordings, sound, music, graphics, images, applets or
servlets that Customer or its Subcontractors or Services Recipients
create, install, upload or transfer in or through the e-business Hosting
Environment and/or Customer Components.                        
|  
|e. |  | Content Administrator means an employee or Subcontractor of Customer
who is authorized by Customer to install, upload and/or maintain Content
using a User Identification.                                                                                                                                                                                                                                                      
|  
|f. |  | Customer Components means the hardware, software and other products,
data and Content that Customer provides, including those specified in
Service Option Attachments.                                                                                                                                                                                                                                                          
|  
|g. |  | e-business Hosting Environment means the Base Components and the IBM
provided Internet access bandwidth, collectively.                                                                                                                                                                                                                                                                                                          
|  
|h. |  | IBM e-business Hosting Center means a facility used by IBM to provide
Services.                                                                                                                                                                                                                                                                                                                                                 
|  
|i. |  | Internet means the public worldwide network of TCP/IP-based networks.                                                                                                                                                                                                                                                                                                                                                           
|  
|j. |  | Materials means literary or other works of authorship (such as
programs, program listings, programming tools, documentation, reports,
drawings and similar works) created during the Service performance period
or otherwise (such as those that preexist the Service) that IBM may
deliver to Customer. Materials does not include licensed program
products available under their own license agreements or Base Components.
|  
|k. |  | Required Consents means any consents or approvals required to give IBM
and its Subcontractors the right or license to access, use and/or modify
in electronic form and in other forms, including derivative works, the
Customer Components, without infringing the ownership or intellectual
property rights of the providers, licensors, or owners of such Customer
Components.                                                
|  
|l. |  | Service Option Ready Date means the date that IBM has notified Customer
that IBM has completed the implementation activities specified in an
applicable Service Option Attachment.                                                                                                                                                                                                                                              
|  
|m. |  | Services Recipients means any entities or individuals receiving or
using the Services, or the results or products of the Services.                                                                                                                                                                                                                                                                                              
|  
|n. |  | Service Option Attachment Start Date means the day after the date of
the last signature on an Order Form authorizing the Services under an
applicable Service Option Attachment.                                                                                                                                                                                                                                                
|  
|o. |  | Subcontractor means a contractor, vendor, agent, or consultant selected
and retained by IBM or Customer, respectively.                                                                                                                                                                                                                                                                                                          
|  
|p. |  | TCP/IP means Transmission Control Protocol/Internet Protocol.                                                                                                                                                                                                                                                                                                                                                                   
|  
|q. |  | User Identification or ID means a string of characters that uniquely
identifies a Content Administrator.                                                                                                                                                                                                                                                                                                                      



---



##### 



2.0 IBM Services Responsibilities

IBM will perform the Services described in applicable Attachments.

3.0 Term and Termination

3.1 Term

This Agreement will be effective beginning on 12:01 a.m., Eastern Time, on the
day after the date of last signature to these Base Terms (Effective Date) and
ending on the expiration and/or termination of all Service Option Attachments,
unless the Agreement is terminated earlier in accordance with the terms herein.
The term of each Service Option Attachment is as specified on the applicable
Order Form.

3.2 Renewal

Upon the expiration of the then-current term, each Service Option Attachment
will renew automatically for an additional one year term unless either party
notifies the other party that it has elected to terminate such Service Option
Attachment. Such notification must be in writing at least thirty (30) days
prior to the end of the then-current term for the applicable Service Option
Attachment.

3.3 Termination for Cause

Customer or IBM may terminate this Agreement for material breach of this
Agreement by the other upon written notice containing the specific nature and
dates of the material breach. The breaching party will have thirty (30) days
from receipt of notice to cure such breach, except for nonpayment by Customer,
which must be cured within five (5) days from receipt of notice. If such
breach has not been timely cured, then the non-breaching party may immediately
terminate this Agreement upon written notice.

3.4 Termination for Convenience

Customer may terminate this Agreement (including all Service Option
Attachments) or any Service Option Attachment (with the exception of any
Service Option Attachment that is a prerequisite for the provision of Services
under a non-terminated Service Option Attachment) for convenience by:



|a. |  | providing at least one months prior written notice to IBM; and                                                                                                                                                                                                                                                                                                                                                                                           
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. |  | paying as an early termination charge for each Service Option Attachment
to be terminated, the amount specified in such Service Option Attachment
or, if no amount is specified, an amount equal to one months charges of
the applicable monthly recurring charge of such Service Option Attachment.
Such termination charges only apply upon early termination of an initial
term of any Service Option Attachment and do not apply to any renewal
term.

3.5 Effect of Termination

Upon the date of termination, all Customer payment obligations accrued
hereunder through the date of termination will become due and payable. The
termination of selected Service Option Attachments will not affect Customers
obligation to pay charges under other Service Option Attachments.

4.0 Charges and Payment

4.1 Charges

Charges for applicable Services will be specified in Service Option Attachments
and Order Forms. Charges can be specified as one-time, installment, recurring,
or usage. IBM will invoice such Charges when they begin or are due as set
forth in Service Option Attachments.

4.2 Payment

IBM invoices will specify the amount due. Payment is due and payable by month
end for any invoice received by the 10th of the month, otherwise payment is due
30 days from receipt of invoice. Customer agrees to pay accordingly, including
any late payment fees. Payment will be made in United States dollars.

4.3 Taxes

Customer will pay or provide appropriate exemption documentation for all taxes,
duties, levies, and any other fees (except for taxes based upon IBMs net
income) related to the Services imposed by any governmental authorities.
Charges specified herein (including in an Order Form) are exclusive of any such
taxes, duties, levies or fees.

5.0 Warranties and Disclaimers

5.1 IBM Representations and Warranties

IBM represents and warrants that:



|a. |  | it will perform the Services using reasonable care and skill and in
accordance with the applicable Service Option Attachments; and
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------
|  
|b. |  | it has the requisite corporate power and authority to execute, deliver
and perform its obligations under this Agreement.          

5.2 Exclusivity of Warranties

THE WARRANTIES IN SECTION 5.1 ARE THE EXCLUSIVE WARRANTIES FROM IBM. THEY
REPLACE ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

5.3 Security

Page 2 of 7



---



##### 





|a. |  | Customer acknowledges that IBM offers numerous security options,
specified in Service Option Attachments. It is the Customers
responsibility to select on an Order Form the set of security options that
it determines meet Customers needs. IBM will implement such selected
security options as specified in the applicable Service Option Attachment.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. |  | Customer acknowledges that IBM does not control the transfer of data over
telecommunications facilities, including the Internet. IBM does not
warrant secure operation of the Services or that it will be able to
prevent third party disruptions of the e-business Hosting Environment or
Customer Components.                                           
|  
|c. |  | Customer agrees that IBM shall have no liability for any provision of
security-related services or advice that IBM may voluntarily provide
outside the scope of selected Service Option Attachments.                                                                                                                                                      

5.4 Other Disclaimers



|a. |  | IBM does not warrant uninterrupted or error-free operation of any Service
or that IBM will correct all defects.                                                                                
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. |  | IBM does not make any representation or warranty with respect to
Customers responsibilities set forth in Section 10.5.                                                                        
|  
|c. |  | IBM provides Materials, non-IBM products, and non-IBM services WITHOUT
WARRANTIES OF ANY KIND.However, non-IBM manufacturers, suppliers, or
publishers may provide their own warranties to you.

6.0 Confidentiality

All information exchanged between the parties is non-confidential. If either
or both parties require the exchange of confidential information, such
information will be exchanged under the terms and conditions of a separate
written confidentiality agreement. With respect to any confidential
information contained in or traveling through the e-business Hosting
Environment or Customer Components, as is contemplated herein, the provisions
of Sections 5, 8, and 9 herein will prevail to the extent of any inconsistent
provisions in the confidentiality agreement.

7.0 Indemnification

7.1 Indemnification by IBM

If a third party claims that Materials or Base Components IBM provides to
Customer infringe that partys patent or copyright, IBM will defend the
Customer and its employees, officers, and directors against that claim at
IBMs expense and pay all costs, damages, and reasonable attorneys fees that a
court finally awards (or which IBM agrees in any final settlement), provided
that Customer:



|a. |  | promptly notifies IBM in writing of the claim; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. |  | allows IBM to control, and cooperates with IBM in, the defense and any
related settlement negotiations. If such a claim is made or appears
likely to be made, Customer agrees to permit IBM to enable Customer to
continue to use the Materials or Base Components, or to modify them, or
replace them with non-infringing Materials or Base Components that are at
least functionally equivalent. If IBM determines that none of these
alternatives is reasonably available, Customer agrees to return the
Materials or Base Components (if in Customers possession) to IBM on IBMs
written request. IBM will give Customer a credit equal to the amount
Customer paid IBM for the applicable Materials or for use of the
applicable Base Components up to a maximum of twelve (12) months of
applicable charges. This is IBMs entire obligation to Customer with
regard to any claim of infringement. Notwithstanding the foregoing, IBM
is not responsible for third party claims based on:



| |  |    |                                                                     
| |  | -- | --------------------------------------------------------------------
| |  | 1. | anything Customer provides which is incorporated into the
Materials;



| |  |    |                                          
| |  | -- | -----------------------------------------
| |  | 2. | Customers modification of the Materials;



| |  |    |                                                                                                                      
| |  | -- | ---------------------------------------------------------------------------------------------------------------------
| |  | 3. | the combination, operation, or use of the Materials with any
product, data, or apparatus that IBM did not provide; or



| |  |    |                                                                                         
| |  | -- | ----------------------------------------------------------------------------------------
| |  | 4. | non-IBM hardware, software, or data, including those that may be in
the Base Components.

7.2 Indemnification by Customer



|a. |  | Customer will defend IBM and its Affiliates and their employees,
officers, and directors, at Customers expense, and pay all costs,
damages, and reasonable attorneys fees that a court finally awards (or
which Customer agrees in any final settlement) for any third party claim:
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |    |                                                                                                  
| |  | -- | -------------------------------------------------------------------------------------------------
| |  | 1. | that Content or Customers use of the Services violates Customers
obligation in Section 10.2(b);



| |  |    |                                                                    
| |  | -- | -------------------------------------------------------------------
| |  | 2. | that Customer Components infringe that partys patent or copyright;

Page 3 of 7



---



##### 





| |  |    |                                                                                                    
| |  | -- | ---------------------------------------------------------------------------------------------------
| |  | 3. | that is brought by a Services Recipient and is related, directly or
indirectly, to the Services; or



| |  |    |                                                                                                                        
| |  | -- | -----------------------------------------------------------------------------------------------------------------------
| |  | 4. | arising out of or related to a mechanics lien Customer is required
to cancel and discharge pursuant to this Agreement.



|b. |  | For indemnification under this Section 7.2, IBM will:
|-- |  | -----------------------------------------------------



| |  |    |                                                      
| |  | -- | -----------------------------------------------------
| |  | 1. | promptly notify Customer in writing of the claim; and



| |  |    |                                                                                                                     
| |  | -- | --------------------------------------------------------------------------------------------------------------------
| |  | 2. | allow Customer to control, and will cooperate with Customer in, the
defense and any related settlement negotiations.

8.0 Limitation of IBMs Liability

Circumstances may arise where, because of a default on IBMs part or other
liability, Customer is entitled to recover damages from IBM. Regardless of the
basis on which Customer is entitled to claim damages from IBM (including
fundamental breach, negligence, misrepresentation, or other contract or tort
claim), IBM is liable for no more than:



|a. |  | indemnification payments as provided in Section 7.1;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. |  | damages for bodily injury (including death) and damage to real property
and tangible personal property; and                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|c. |  | the amount of any other actual direct damages, up to the greater of
$100,000 or the charges paid by Customer to IBM for the Services in the
twelve (12) months immediately preceding the accrual of the first claim
related to the Services. The foregoing limit also applies to any of IBMs
Affiliates and Subcontractors. It is the cumulative maximum for which IBM
and its Affiliates and Subcontractors are collectively responsible. Under
no circumstances is IBM, its Affiliates or its Subcontractors liable for
any of the following:



| |  |    |                                                                                                                           
| |  | -- | --------------------------------------------------------------------------------------------------------------------------
| |  | 1. | third party claims against Customer for damages (other than those
expressly provided in Subsections 8.0(a) and 8.0(b)); or



| |  |    |                                                                         
| |  | -- | ------------------------------------------------------------------------
| |  | 2. | loss of, or damage to, Customers or any other entitys records or
data.

9.0 Disclaimer of Consequential Damages

In no event will either party be liable to the other for special, incidental,
or indirect damages or for any consequential damages (including lost profits or
savings), even if they are informed of the possibility; provided that this
Section 9 does not apply to Customers failure to pay any amounts owing to IBM
under this Agreement (including amounts owing for Services that would have been
rendered but for Customers breach of this Agreement).

10.0 Other Customer Obligations

10.1 Services Support

Customer will comply with its responsibilities to support the Services as
specified in applicable Attachments. Such obligations are to be performed at
no charge to IBM. IBMs obligations are contingent on Customer meeting such
support obligations.

10.2 Representations and Warranties

Customer represents and warrants that:



|a. |  | it has the requisite corporate power and authority to execute, deliver
and perform its obligations under this Agreement; Customer has no
contractual or other obligation that (i) restricts or prohibits Customers
execution or performance of this Agreement, or (ii) Customer will breach
in connection with the execution or performance of this Agreement; and
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. |  | its use of the Services and all Content will comply with the Acceptable
Use Policy.                                                                                                                                                                                                                                                                                

10.3 Suspected Violations

IBM reserves the right to investigate potential violations of the
representations and warranties in Subsection 10.2(b). If IBM reasonably
determines that a breach of any such warranty has occurred, then IBM may, in
its sole discretion:



|a. |  | restrict Customers access to the Services;             
|-- |  | --------------------------------------------------------
|  
|b. |  | remove or require removal of any offending Content;     
|  
|c. |  | terminate this Agreement for cause; and/or              
|  
|d. |  | exercise other rights and remedies, at law or in equity.

Except in an emergency or as may otherwise be required by law, before
undertaking the activities in Subsection 10.3(a) or 10.3(b), IBM will attempt
to notify Customer by any reasonably practical means under the circumstances,
such as, without limitation, by telephone or e-mail.

Customer will promptly notify IBM of any event or circumstance related to this
Agreement, Customers use of the Services, or Content of which Customer becomes
aware that could lead to a claim or demand against IBM, and Customer will
provide all relevant information relating to such event or circumstance to IBM
at IBMs request.

Page 4 of 7



---



##### 



10.4 Required Consents

Customer will promptly obtain and upon request provide to IBM evidence that it
has obtained such Required Consents. IBM will be relieved of its obligations
to the extent that they are affected by Customers failure to obtain and
provide promptly to IBM any Required Consents.

10.5 Capacity Planning

Customer acknowledges it is its responsibility to determine whether the
Services, e-business Hosting Environment, Customer Components and their
combination will meet Customers capacity, performance, or scalability needs.
Customer is responsible for planning for and requesting changes to the
e-business Hosting Environment, including any additional capacity required to
support anticipated peaks in demand that may significantly increase Web site
hits, transaction volumes, or otherwise increase system resource utilization.

10.6 Content and Digital Certificates

Customer is solely responsible for:



|a. |  | all Content including, without limitation, its selection, licensing,
accuracy, performance, maintenance, and support; and
|-- |  | -------------------------------------------------------------------------------------------------------------------------
|  
|b. |  | the selection, management and use of any public and private keys and
digital certificates it may use with the Services.  

11.0 Other License and Rights

11.1 License for Base Components

IBM grants Customer a nonexclusive, revocable license to use the Base
Components solely in connection with the Services as provided under this
Agreement. Customer agrees not to download or otherwise copy, reverse
assemble, reverse compile, or otherwise translate the software portions of the
Base Components, other than to make one copy for backup purposes.

11.2 No Sale or Lease of Goods

As between Customer and IBM, IBM retains all right, title and interest in the
Base Components. No goods are sold or leased by IBM under this Agreement. If
Customer desires to purchase or to lease goods from IBM, such purchase or lease
will be governed by a separate mutually acceptable written agreement between
Customer and IBM or an IBM Affiliate.

11.3 No Lease of Real Property

This Agreement is a services agreement and not a lease of any real property.

12.0 Changes

12.1 Services

IBM, in its reasonable discretion, may change the prices, terms and conditions
of applicable Attachments, upon at least ninety (90) days prior notice to
Customer. Such changes are not retroactive and will apply on the effective
date of a new order or renewal unless such change was the result of:



|a. |  | law, regulation, or similar governmental action;                                               
|-- |  | -----------------------------------------------------------------------------------------------
|  
|b. |  | a ruling by a court of competent jurisdiction; or                                              
|  
|c. |  | changes in the method of service delivery that affect similar IBM
e-business hosting customers.

Changes as a result of a, b, or c above will be effective on the date IBM
specified in the notice. Any changes in price will apply on the effective date
of a new order or renewal.

12.2 Acceptable Use Policy

IBM, in its reasonable discretion, may modify the Acceptable Use Policy upon
thirty (30) days notice to Customer. Except when such modification is required
by law, regulation, or similar governmental action, or a ruling by a court of
competent jurisdiction, Customer may terminate this Agreement (or the affected
Service Option Attachments) without the payment of termination charges if such
modification has a material adverse effect on the Customers use of the
Services and Customer gives IBM notice within 90 days of the effective date of
the modification.

12.3 Amendments

Except for changes pursuant to Sections 12.1 and 12.2, this Agreement may be
amended only by a writing signed by authorized representatives of both parties.

13.0 General

13.1 Headings

The headings of the various sections of this Agreement have been inserted for
convenience only and shall not affect the interpretation of this Agreement.

13.2 Survival

Any of these terms and conditions which by their nature extend beyond the
Agreement termination or expiration remain in effect until fulfilled,
including, without limitation, Sections 3.5, 4, 5, 6, 7, 8, 9, 10.2, 10.3,
10.6, 11.2, 11.3, and 13, and apply to both Customers and IBMs respective
successors and assignees.

13.3 Choice of Law

This Agreement will be governed by the substantive laws of the State of New
York, without regard for its conflict of laws provisions.

Page 5 of 7



---



##### 



13.4 Waiver of Jury Trial

The parties waive any right to a jury trial in any proceeding arising out of or
related to this Agreement.

13.5 Severability

If any provision of this Agreement shall be held by a court of competent
jurisdiction to be invalid, illegal, or unenforceable, the validity, legality,
and enforceability of the remaining provisions of this Agreement shall in no
way be affected or impaired thereby, so long as the remaining provisions of
this Agreement still express the original intent of the parties. If the
original intent of the parties can not be preserved, this Agreement shall
either be renegotiated or terminated.

13.6 Publicity and Trademarks

Neither party grants the other the right to use its or any of its Affiliates
trademarks, trade names, or other designations in any promotion, publication,
or Web site without prior written consent. Except as may be required by law or
as may be required by IBM to perform the Services, neither party may disclose
to any third party the terms and conditions of this Agreement, without prior
written consent.

13.7 No Third-Party Beneficiaries

Except as expressly provided in Section 7, this Agreement does not create any
intended third party beneficiary rights.

13.8 Personnel

Each party is responsible for the supervision, direction, and control of its
respective personnel. IBM reserves the right to determine the assignment of
its personnel. IBM may subcontract portions of the Services to Subcontractors
and Affiliates selected by IBM.

13.9 No Agency

This Agreement does not create an agency, joint venture, or partnership between
the parties.

13.10 Assignment

Neither party may assign this Agreement, in whole or in part, without the
prior written consent of the other. Any attempt to do so is void. Neither
party will unreasonably withhold such consent. The assignment of this
Agreement, in whole or in part, to any Affiliates in the United States or to a
successor organization by merger or acquisition does not require the consent of
the other. IBM is also permitted to assign its rights to payments under this
Agreement without obtaining Customers consent. It is not considered an
assignment for IBM to divest a portion of its business in a manner that
similarly affects all of its customers.

13.11 No Resale

Customer shall not resell the Services, in whole or in part. This does not
prevent Customer from making their Content available to Customers end users.

13.12 Risk of Loss

Risk of loss for all Base Components shall at all times remain with IBM. Risk
of loss for all Customer Components shall at all times remain with Customer.

13.13 Force Majeure

Except for payment obligations hereunder, neither party is responsible to
fulfill its obligations to the extent due to causes beyond its control.

13.14 Actions Period

Neither party will bring a legal action related to this Agreement more than two
years after the cause of action accrued.

13.15 Waiver

The failure of one party to insist upon strict adherence to any term of this
Agreement on any occasion shall not be considered a waiver, nor shall it
deprive that party of the right to insist later on adherence thereto. Any
waiver must be in writing and signed by an authorized representative of the
waiving party.

13.16 Freedom of Action

Each party is free to enter into similar agreements with others.

13.17 Limitation of Licenses

Each of us grants only the licenses or rights expressly specified herein. No
other licenses or rights (including licenses or rights under patents) are
granted, either directly, by implication, estoppel, or otherwise.

13.18 Data Protection

Customer agrees to allow IBM and its Affiliates to store and use Customers
contact information, including names, phone numbers, and e-mail addresses,
anywhere they do business. Such information will be processed and used in
connection with our business relationship, and may be provided to contractors,
Business Partners (certain organizations who have signed agreements with IBM to
promote, market, and support certain products and services), and assignees of IBM . and Affiliates for uses consistent with their collective business
activities, including communicating with Customer (for example, for processing
orders, for promotions, and for marketing research). For personal information
processed by IBM on Customers behalf as part of the Services, IBM will act in
accordance with Customers instructions by following such processing and
security obligations as are contained in this Agreement. Customer also
confirms that Customer is solely responsible for ensuring that any processing
and security obligations comply with applicable data protection

Page 6 of 7



---



##### 



laws. Customers contact information shall not be considered personal
information processed on Customers behalf.

13.19 Geographic Scope

Although it is possible that Services Recipients outside of the United States
of America may access Customers Web site, IBMs delivery of the Services will
only occur within the United States of America, and IBMs obligations hereunder
are valid only in the United States of America.

13.20 Notices

Any notices required or permitted hereunder will be effective upon receipt and
will be personally delivered; mailed via the postal service; sent by reliable
overnight courier; or transmitted by confirmed facsimile. Except for notices
under Section 10.3, all notices will be in writing and addressed to the
applicable partys designated representative at the address specified in this
Agreement. Except as to notices permitted or required under Sections 3 or 7,
the parties agree that electronic mail messages sent between them using
security procedures sufficient to reasonably authenticate them will be deemed
writings. In addition, IBM may provide notice under Section 12.2 by a posting
to the Web site identified in Section 1.0 (a).

Customer and IBM agree that this Agreement, including the Base Terms and
applicable Attachments and Order Forms, is the complete agreement between the
parties relating to the subject matter hereof. This Agreement replaces and
supersedes any other prior or contemporaneous agreements or communications
between the parties related to the subject matter hereof.



|                                                                      |  |                                                                                                     |  |                      |  | 
|--------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------- |  | -------------------- |  | 
|Agreed and Accepted:                                                  |  |                                                                                                     |  |                      |  | 
|                                                                     
|                                                                     
|                                                                     
|UDate.com, Inc.                                                       |  | International Business Machines Corporation                                                        
|                                                                     
|By:                                                                   |  | /s/ Melvyn Morris                                                                                   |  | By:                  |  | 
|                                                                      |  |                                                                                                     |  |                      | 
|                                                                      |  | Customer Authorized Signature                                                                       |  | Authorized Signature
|                                                                     
|                                                                      |  | Mel Morris                                                                                          |  |                      | 
|                                                                      |  |                                                                                                    
|Name (type or print) 6/21/02                                     Date |  | Name (type or print)                                                    Date                       
|                                                                     
|                                                                      |  | C.E.O.                                                                                              |  |                      |  | 
|                                                                      |  |                                                                                                    
|Title                                                                 |  | Title                                                                                              
|                                                                     
|Customer number:
Customer address:
UDate.com, Inc.
575 Lexington Ave. |  | Agreement number:                                                                                  
|4th Floor
New York, New York 10022                                    |  | Engagement number: 7JDB54V
IBM contract representative: Gary Johnson
IBM Services identifier: USFV5

After signing, please return a copy of this Agreement to the following address:
IBM Global Services
Harborview Plaza
3031 North Rocky Point Drive West
Tampa, FL 33607
Attention: Order Fulfillment Services

Page 7 of 7



---



##### 



e-business Hosting Agreement

Attachment A  Facilities Services                      Version 10MAY02

1.0 Introduction

This Attachment A sets forth additional terms and conditions under which IBM
will provide hosting space, Internet connectivity, basic monitoring and related
Services at an IBM e-business Hosting Center (Facilities Services), as set
forth in the Service Option Attachment for Facilities Services. IBM offers a
variety of other services options that are specified on Order Forms and Service
Option Attachments. Facilities Services is a prerequisite for IBMs
provisioning of other hosting and related Services at IBM e-business Hosting
Centers.

2.0 Definitions



|a. |  | Cabinet means a type of Customer Space that i) is usually shared by
multiple IBM customers, ii) is enclosed on four sides, iii) contains
lockable doors at the front and back, iv) is designed to accommodate rack
or shelf mounted equipment, and v) contains power and data connectors.
Cabinet dimensions and other specifications are based on local IBM
standards and are specified on Order Forms.                 
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. |  | Cage means a type of Customer Space that i) is dedicated to a single
IBM customer, ii) is enclosed by a steel mesh, iii) contains a lockable
door, iv) is designed to accommodate open racks, Cabinets dedicated to a
single IBM customer, or floor-mounted equipment, v) contains power and
data connectors. Cage dimensions and other specifications are based on
local IBM standards and are specified on Order Forms.
|  
|c. |  | Customer Authorized Representatives means those individuals whom
Customer authorizes in writing to IBM to enter the IBM e-business Hosting
Center and Customer Space to perform installation or maintenance of
Customer Components on behalf of Customer.                                                                                                                                                                
|  
|d. |  | Customer Space means the portion of the IBM e-business Hosting Center
available to Customer for placement of Customer Components and/or Base
Components.                                                                                                                                                                                                                                                                 
|  
|e. |  | Occupancy Date means the estimated date on which Customer may begin
using the Customer Space, as specified on the Order Form. The Occupancy
Date is subject to change and final confirmation by IBM. Factors that
could affect the Occupancy Date include construction issues, availability
of equipment, and regulatory delays.                                                                                         
|  
|f. |  | Service Level means the service delivery criteria established for
certain of the Services. Any service level objectives specified in the
Agreement (including any Service Option Attachments) are non-binding
targets only. Any service level agreements in the Agreement (including
any Service Option Attachments) are binding obligations.                                                                            

3.0 Customer Components



|a. |  | Customer will procure and provide Customer Components. Customer (or its
Affiliates or Subcontractors) retains all right, title, and interest in
and to the Customer Components. Customer may choose to acquire Customer
Components from or through IBM. Any such acquisition will be governed by
a separate agreement.                                                                 
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. |  | Customer hereby grants to IBM, its Affiliates and Subcontractors all
rights and licenses to the Customer Components necessary for IBM to
perform all of its obligations as set forth in the Base Terms and
applicable Service Option Attachments.                                                                                                                                      
|  
|c. |  | The provision for and expense of installation and maintenance for
Customer Components is the sole responsibility of Customer unless
otherwise expressly set forth in the Base Terms or a Service Option
Attachment. Customer is responsible for setting up, testing, operating,
and supporting any Customer Components that are required to provide
automatic failover between servers.
|  
|d. |  | Customer is responsible for any shipping or temporary storage costs
incurred during the delivery of Customer Components to Customer Space
unless otherwise expressly set forth in a Service Option Attachment.                                                                                                                                                                         
|  
|e. |  | Customer is responsible for all Content including selection, creation,
design, licensing, installation, capacity, performance, accuracy,
maintenance, testing, backup and support. Customer retains responsibility
for all copyright, patent and trademark clearances in all applicable
jurisdictions and usage agreements for any and all Content.                                    

Page 1 of 21



---



##### 





|f. |  | Customer may authorize its Content Administrators to access and modify
Content by providing a User Identification to such individuals. Customer
is responsible for the control and distribution of User Identifications
and any misuse of such User Identifications.                                                                                                                                                 
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|g. |  | Customer will register all Customer Components with the applicable
vendors, in accordance with the vendors license terms and conditions and
adhere to all vendor license terms and conditions. IBM will adhere to
reasonable terms and conditions pertaining to Customer Components as
notified in writing to IBM.                                                                                                  
|  
|h. |  | Customer will, upon termination or expiration of applicable Service
Option Attachments, erase all Customer Components from any servers and
disk space that IBM provides as Base Components; provided, however, that
Customer agrees that if it has not done so within five (5) days after such
termination or expiration, IBM shall have the right to erase all Customer
Components from such servers and disk space.

4.0 Expiration or Termination

On or before five (5) days after expiration or termination of the Agreement,
Customer will (i) remove from the IBM e-business Hosting Center all Customer
Components (excluding any Base Components and other IBM property) and any other
Customer property; and (ii) return the Customer Space to IBM in the same
condition as it was on the date the Customer Space was first used by Customer,
reasonable wear and tear excepted. If Customer does not remove the Customer
Components and its other property within such period, IBM has the option to (i)
move any and all Customer Components and other Customer property to storage and
charge Customer all associated costs and/or (ii) liquidate the Customer
Components and other Customer property in any reasonable manner and charge
Customer all associated costs.

5.0 Service Level Agreement for Network Availability

In the event there is a degradation of Services as set forth in this Section
5.0, Customer will be eligible, subject to the terms below, to receive Service
Credit to Customers account. Service level agreements specified in other
attachments may also apply.



|a. |  | Service Level Agreement Definitions. The following definitions apply to
this Service Level Agreement:
|-- |  | -----------------------------------------------------------------------------------------------------



| |  |    |                                                                                                                 
| |  | -- | ----------------------------------------------------------------------------------------------------------------
| |  | 1. | Core Switches means the Internet facing switches or routers that
are located at the e-business Hosting Center.



| |  |    |                                                                                                                                                                                                                                                      
| |  | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 2. | Excess Latency means average Latency for a calendar month in
excess of sixty (60) milliseconds round trip time across the open
Internet between the IBM Measurement Centers within the Shared Network,
subject to the exclusions in Section 5.0(g).



| |  |    |                                                                                                                                                                                  
| |  | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 3. | Excess Packet Loss means a Packet Loss in excess of one half of
one percent (0.5%) for a calendar month within the Shared Network,
subject to the exclusions in Section 5.0(g).



| |  |    |                                                                                                                                                                                                                                                                                                                                                                                       
| |  | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 4. | IBM Measurement Center means IBM selected locations from which
polling is conducted by IBM for purposes of monitoring network metrics.
Polling takes place 24x7x365. The IBM Measurement Center records are
the only source for measurement and determination of Outages, Excess
Latency and Excess Packet Loss. All measurements are restricted to the
48 contiguous United States.



| |  |    |                                                                                                                                                                                                                                                                                                                                               
| |  | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 5. | IP Backbone means the Internet protocol (IP) infrastructure and
consists of Internet service points of presence (POPs) in the United
States (excluding Alaska, Hawaii, the Commonwealth of Puerto Rico and
the United States Virgin Islands) and the telecommunications equipment
and facilities that interconnect wiring within the POPs;



| |  |    |                                                                                                                                                                
| |  | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 6. | Latency means the average length of time, in milliseconds, of all
round trip packet times measured between all IBM Measurement Centers in
the Shared Network.



| |  |    |                                                                                                                                                    
| |  | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 7. | Measurement Interval means a block of time of up to fifteen (15)
minutes that is used for the purposes of determining Outage start and
stop time.



| |  |    |                                                                                                                                                                                                                                                               
| |  | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 8. | Monthly Network Availability Percentage means the amount,
expressed as a percentage, equal to the total number of minutes in the
applicable month, minus the Qualifying Outage Minutes for that month,
divided by the total number of minutes in that month.



| |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 9. | Outage means the period (measured in minutes) during which an IBM
Measurement Center is unable to complete a round trip transmission of
an ICMP ping protocol from that IBM Measurement Center, across the open
Internet, to the Core Switch at the IBM e-business Hosting Center where
the Customers Internet connection is located. A failure by a single
IBM Measurement Center to complete a round trip transmission will not constitute an
Outage provided that at least one

Page 2 of 21



---



##### 





| |  |                                                                                                                                                                                                                                                                                                                                                     
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | other IBM Measurement Center can complete a round trip transmission within a Measurement Interval. An
Outage will begin when all polling attempts from all IBM Measurement
Centers fail within one Measurement Interval. An Outage will end when the
first successful poll following the Outage begin time is reported by an
IBM Measurement Center.



| |  |     |                                                                                                                                                                                                                                                                                                                                                             
| |  | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 10. | Packet Loss means the percentage of failed attempts to contact a
Core Switch within the Shared Network as compared to the total attempts
to contact a Core Switch within the Shared Network. Packet Loss is
calculated by dividing unsuccessful attempts by the total attempts for
the calendar month: Unsuccessful attempts/Total attempts = Packet Loss.



| |  |     |                                                                                                                                                                                          
| |  | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 11. | Qualifying Outage Minutes means the aggregate of all Outage
minutes in a month, minus any Outage minutes in that month resulting
from any exclusion described in Section 5.0 (g) below.



| |  |     |                                                                                                                                                                                                                              
| |  | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 12. | Service Credit means an amount equal to 10% of Customers monthly
recurring charges for Committed Bandwidth.                                                                                                               
|
| |  | 13. | Shared Network means the part of the network originating with the
Core Switches, through the IP Backbone of the ISPs that provide service
directly to the IBM e-business Hosting Center(s), to the IBM Measurement Centers.



|b. |  | Service Credit Process. If at the end of a calendar month the Monthly
Network Availability Percentage is less than 99.99%, or if Customer
experiences Excess Packet Loss or Excess Latency, Customer is eligible to
receive a Service Credit, subject to the following:
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |    |                                                                                        
| |  | -- | ---------------------------------------------------------------------------------------
| |  | 1. | One Service Credit per calendar month may be claimed by Customer
for each of the above.



| |  |    |                                                                                                                                                                                                                                                                                                                                                                            
| |  | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 2. | In order to receive a Service Credit for a Monthly Network
Availability Percentage of less than 99.99%, Customer must notify the
IBM Call Management Center during the Outage which caused the Monthly
Network Availability Percentage miss. Failure to so notify IBM within
this time period will result in loss of Customers eligibility for the
subject Service Credit.



| |  |    |                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 3. | In order to receive a Service Credit for either Excess Packet Loss
or Excess Latency, Customer must notify the IBM Call Management Center
within five (5) business days from the end of the calendar month for
which Customer believes either Excess Packet Loss or Excess Latency has
occurred. Failure to so notify IBM within this time period will result
in loss of Customers eligibility for the subject Service Credit.



| |  |    |                                                                                                                                                                            
| |  | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 4. | If one single Outage causes Excess Latency, Excess Packet Loss and
a Monthly Availability Percentage of less than 99.99%, Customer is
eligible for only one Service Credit.



|c. |  | Recurring Outage. Subject to the exclusions in Section 5.0(g), in the
event that Customer experiences:
|-- |  | ------------------------------------------------------------------------------------------------------



| |  |    |                                                                                 
| |  | -- | --------------------------------------------------------------------------------
| |  | 1. | five (5) Outages caused by separate unrelated events during a
calendar month; or



| |  |    |                                                                              
| |  | -- | -----------------------------------------------------------------------------
| |  | 2. | any Outage of more than eight (8) consecutive hours caused by a
single event;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Customer may terminate this Agreement without termination charges by
providing IBM written notice within five (5) days following the end of the
calendar month in which either of the conditions in Subsections 5.0 (c)(1)
or 5.0 (c)(2) has occurred. Such termination will be effective thirty (30)
days following IBMs receipt of notice, and all Customer payment obligations
accrued through the date of termination will remain due and payable. Only
Outage for which Customer has notified the IBM Call Management Center will
be counted towards Recurring Outage.



|d. |  | Settlement of Credits. IBM will issue Service Credits in a subsequent
invoice following Customers notification to IBM of the Outage, Excess
Packet Loss, and/or Excess Latency, and IBMs determination of Customers
eligibility for the subject Service Credit. If a monthly recurring charge
for a subject month has not been incurred, or for any other reason has
been credited or waived, Customer shall not be eligible for a Service
Credit for that month. Should a Service Credit be earned in the final
month of Service provided, IBM will apply the credit against outstanding
amounts due IBM under this Agreement, and if no amounts are due, IBM will
refund the credit amount to Customer.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|e. |  | Commencement of Service Level Agreement. Customer shall not be eligible
for a Service Credit until the first full calendar month after (30) days
following the Service Option Ready Date for the Services set forth in the
Service Option Attachment for Facilities Services.                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|f. |  | Exclusivity of Remedies. Customer agrees that its sole remedy for IBMs
failure to meet the Service Level Agreement is the Service Credits as
provided in this Attachment, and termination as set forth in Section
5.0(c).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

Page 3 of 21



---



##### 





|g. |  | Exclusions. IBM is not responsible for any Outage or Performance Problem
outside of its control, including but not limited to, the following
examples:
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |    |                                                                              
| |  | -- | -----------------------------------------------------------------------------
| |  | 1. | periods of scheduled or emergency maintenance activities or
scheduled Outage;



| |  |    |                                                                                                                                                                         
| |  | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 2. | Outage or Performance Problems due to problems with Customer
provided Content or programming errors including, but not limited to,
Content installation and integration;



| |  |    |                                                                                                                             
| |  | -- | ----------------------------------------------------------------------------------------------------------------------------
| |  | 3. | Outage or Performance Problems due to system administration,
commands, file transfers performed by Customer representatives;



| |  |    |                                                                                                                        
| |  | -- | -----------------------------------------------------------------------------------------------------------------------
| |  | 4. | Outage or Performance Problems due to work performed at Customer
request (for example Additional Technical Assistance);



| |  |    |                                                                                                                                                                                                                                                                                                                                                  
| |  | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 5. | other activities Customer directs, denial of service attacks,
natural disasters, changes resulting from government, political, or
other regulatory actions or court orders, strikes or labor disputes,
acts of civil disobedience, acts of war, acts against parties
(including carriers and IBMs other vendors), and other force majeure
items;



| |  |    |                                                                                                                                                                                                                                          
| |  | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 6. | lack of availability or untimely response time of Customer to
respond to incidents that require its participation for source
identification and/or resolution, including meeting Customer
responsibilities for any prerequisite Services;



| |  |    |                                                                                                               
| |  | -- | --------------------------------------------------------------------------------------------------------------
| |  | 7. | Outage or Performance Problems due to Customer breach of its
material obligations under this Agreement; and/or



| |  |    |                                                                                                                                            
| |  | -- | -------------------------------------------------------------------------------------------------------------------------------------------
| |  | 8. | Customers performance of any technical security integrity review,
penetration test, or vulnerability scan pursuant to Subsection 10.0
(c).

6.0 Charges

6.1 Facilities Services charges

One-time charges for setup of Facilities Services will be specified in an Order
Form and are due upon IBMs acceptance of the Order Form.

A prorated portion of the monthly recurring charges for Facilities Services
will begin five (5) days after either IBMs acceptance of the Order Form or the
Occupancy Date, whichever is later.

Usage charges for Facilities Services will be due as incurred. .

6.2 Other Services charges

Additional charges may be specified in Service Option Attachments.

6.3 Nonpayment of invoices

In the event that Customer fails to pay IBM all undisputed amounts owed to IBM
under this Agreement when due, Customer agrees that, upon delivery of written
notice to Customer, IBM may (i) restrict Customers access to the Customer
Space and Customer Components; (ii) take possession of any Customer Components
and store them, at Customers expense, until taken in full or partial
satisfaction of any lien or judgment, all without being liable for damages;
and/or (iii) exercise all other rights and remedies IBM may have at law or in
equity.

7.0 Relocation of Customer Space

In the event that IBM determines that it is necessary to relocate the Customer
Space within the same or to another IBM e-business Hosting Center, Customer
will cooperate in good faith with IBM to facilitate such relocation, provided
that such relocation is based on reasonable business needs of IBM (including
the needs of other IBM customers), or the expansion of the space requirements
of Customer. IBM will use commercially reasonable efforts, in cooperation with
Customer, to minimize any interruption to Services in the event of such
relocation.

8.0 Unoccupied Adjacent Cage Space

For unoccupied 20 x 20 Cage space that adjoins the 20 x 20 Cage space occupied
by uDate (Unoccupied Adjacent Cage Space), the following will apply:



| |  |    |                                                                                                                                                                                              
| |  | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 1. | IBM will reserve the Unoccupied Adjacent Cage Space for uDates
future growth on a right of first refusal basis; and                                                                       
|
| |  | 2. | if IBM can not continue to honor the right of first refusal for
reasons such as, but not limited to, a request from another customer to
occupy Adjacent Cage Space, the following will apply:



| |  |  |    |                                                                                                     
| |  |  | -- | ----------------------------------------------------------------------------------------------------
| |  |  | a. | IBM will inform uDate that the Unoccupied Adjacent Cage
Space can longer be reserved free of charge;

Page 4 of 21



---



##### 





| |  |  |    |                                                                                                                                                                                                         
| |  |  | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | b. | uDate will have five (5) business days to inform IBM
that uDate wants to occupy the Unoccupied Adjacent Cage Space,
otherwise the Unoccupied Adjacent Cage Space will be released
back to IBM; and      
|
| |  |  | c. | if uDate selects to occupy such Unoccupied Adjacent
Cage Space, IBM will create an Order Form that uDate will sign
and return to IBM within five (5) business days of uDates
receipt of the Order Form.

9.0 Mechanics Liens

Customer and Customers Subcontractors, at any subcontracting level, shall not
file any mechanics liens against IBMs property related to the Services,
directly or indirectly. If any such mechanics lien shall at any time be
filed, Customer shall, at its sole expense, cause the same to be canceled and
discharged of record by surety bond or appropriate cash deposit or settlement
within ten (10) days after the date the Customer is notified of the lien
filing.

10.0 Insurance

The provisions of this Section apply to all Services where Customer or its
Subcontractors require physical access to and place Customer Components in the
IBM e-business Hosting Center.



|a. |  | Customer will keep in full force and effect, at all times during the term
of this Agreement: (i) commercial general liability insurance (including
products and completed operations) in an amount not less than two million
dollars ($2,000,000) per occurrence for bodily injury and property damage;
(ii) workers compensation insurance in an amount not less than that
required by applicable law; and (iii) personal property insurance
sufficient to cover the Customer Components. Furthermore, Customer will
ensure and be solely responsible for ensuring that its Subcontractors that
access the IBM e-business Hosting Center maintain adequate insurance
coverage.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. |  | Prior to installation of any Customer Components in the Customer Space,
Customer will: (i) deliver to IBM certificates of insurance which evidence
the minimum levels of insurance set forth above; and (ii) cause its
insurance provider(s) to name IBM as an additional insured on the policies
and notify IBM in writing of the effective date thereof and of any
non-renewal, cancellation or other material change in Customers coverage
at least thirty (30) days prior to such change in coverage. All insurance
required under this Section shall be written by insurance companies having
a minimum AM BEST rating of A minus.                                      

11.0 Security

Customer must comply and ensure any Customer Subcontractors comply with the
following security obligations. Additional security obligations may be
provided in Service Option Attachments.

Customer will:



|a. |  | not access or attempt to access IBMs secure internal network or the
resources or information of other IBM customers;
|-- |  | ---------------------------------------------------------------------------------------------------------------------
|  
|b. |  | not access or attempt to access IBMs space or the space of other IBM
customers; and                                 
|  
|c. |  | when performing any technical security integrity review, penetration
test, or vulnerability scan:                    



| |  |    |                                                                                                      
| |  | -- | -----------------------------------------------------------------------------------------------------
| |  | 1. | only test, scan or review the IP addresses supplied by IBM to
Customer that are part of the Services,



| |  |    |                                                                                                                             
| |  | -- | ----------------------------------------------------------------------------------------------------------------------------
| |  | 2. | only test, scan, or review Customer dedicated Base Components and
not shared portions of the e-business Hosting Environment,



| |  |    |                                                                                                                                  
| |  | -- | ---------------------------------------------------------------------------------------------------------------------------------
| |  | 3. | provide IBM at least one weeks prior written notice of the date
and time of the review, penetration test, or vulnerability scan,



| |  |    |                                                                                   
| |  | -- | ----------------------------------------------------------------------------------
| |  | 4. | provide the source IP address information and reviewer contact
information to IBM,



| |  |    |                                                                  
| |  | -- | -----------------------------------------------------------------
| |  | 5. | not perform such reviews more than once per calendar quarter, and
|
| |  | 6. | not perform or simulate denial-of-service attacks.               

Page 5 of 21



---



##### 



e-business Hosting Service Option Attachment

Facilities Services  Version 10MAY02

IBM will provide hosting space, Internet connectivity, basic monitoring, and
related Services at an IBM e-business Hosting Center as described herein
(Facilities Services).

1.0 Hosting Space

Customer Space is available in a variety of Cabinet and Cage configurations.
IBM will escort Customer personnel and Customer Subcontractors to and from
Customer Space and the entrance to the IBM e-business Hosting Center. When
Customer Components are housed in a shared Cabinet, each half of the Cabinet is
locked and IBM holds the key. Customer Components housed in Cabinets may be
rack mounted. Cabinets for use in Cages may be provided by Customer or by IBM
and can be open or locked as determined by Customer. Each IBM e-business
Hosting Center includes UPS-backed power feeds, physical alarm systems, video
surveillance, and motion detectors in selected areas within the IBM e-business
Hosting Centers. IBMs scheduled maintenance hours for IBM e-business Hosting
Centers are each Sunday between 3:00 a.m. and 6:00 a.m. local time. Facilities
Services may not be available during this time. IBM reserves the right to
interrupt Facilities Services to perform emergency maintenance as needed. In
any such circumstances, IBM will use commercially reasonable measures to notify
Customer. Scheduled maintenance hours may change upon notice. Except for the
selected physical security features described herein, no other security
features or processes are provided under this Service Option Attachment.

1.1 Services included:



|   |                                                           
|-- | ----------------------------------------------------------
|a. | Customer Space in half Cabinet or full Cabinet increments;
|  
|b. | Customer Space in Cages with biometric locks;             



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|c. | Cable management trays not to exceed 50 total feet                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|d. | Cabinet and Cage increments that may be reserved for later use. If
requested by another Customer, reserved Cabinet or Cage increments must
either be used or released, or they will be charged as occupied Customer
Space;                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|e. | racks, shelves, power strips and cables may be provided by IBM for an
additional charge;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|f. | wiring channel, wiring patch panel, power distribution bar, and one
analog telephone line for inbound dial access for each Customer Space.
Additional analog telephone lines may be provided by IBM for an additional
charge;                                                                                                                                                                                                                                                                                                                                                                                                                     
|  
|g. | one twenty (20) amp circuit per Cabinet (circuit shared for shared
Cabinet space) or four (4) twenty (20) amp circuits per Cage. Maximum
power usage is limited to seventy five percent (75%) of circuit capacity.
The combined power rating for all Base Components and Customer Components
attached to an electrical circuit must not exceed the maximum power usage
specified for that circuit. Any power strips or other devices used to
increase the number of components that can be attached to an electrical
circuit must be provided by IBM or approved by IBM. Additional power
options may be provided by IBM for an additional charge;
|  
|h. | heating, ventilation, air conditioning, and fire suppression facilities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|i. | shared temporary work space on a first-come, first-serve basis;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|j. | setup of two (2) domain names provided by Customer (new or transferred)
in IBMs shared domain name servers;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|k. | one (1) primary host Internet Protocol (IP) address per selected
Customer Component and/or Base Component; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|l. | five (5) operations events per month per Customer. An operations event
is any one of the following: i) reboot, ii) check Customer Component
status, iii) mount, swap or file tape, or iv) prepare tape for shipping
off-site.                                                                                                                                                                                                                                                                                                                                                                                                                     

2.0 Internet Connectivity

IBM will provide a connection between Customer Space and the Internet,
Committed Bandwidth, support for bursting of data traffic in excess of
Committed Bandwidth if additional capacity is available, and access to
bandwidth utilization reports through a password protected Web portal.

Page 6 of 21



---



##### 



2.1 Primary Internet connection

IBM will provide a primary connection between Customer Space and the Internet.
Customer may choose a maximum Internet access bandwidth of either 10 Mbps or
100 Mbps for this primary Internet connection.

2.2 Redundant Internet connection option

As an option, IBM will provide one or more redundant Internet connections, at
the same bandwidth as the primary Internet connection, for an additional
charge.

2.3 Committed Bandwidth

Committed Bandwidth means the virtual circuit capacity, specified on an Order
Form, that IBM will provide between an IBM e-business Hosting Center and an
Internet network access point, subject to the terms of this Attachment. Data
traffic between the IBM e-business Hosting Center and the Internet may exceed
Committed Bandwidth, up to the maximum bandwidth that Customer chooses for its
primary Internet connection, if capacity is available from the IBM Network. If
Customers actual usage during any five (5) minute interval of the month
exceeds Committed Bandwidth, Customer will incur a Peak Bandwidth Usage charge
at the rate specified on an Order Form.

2.4 Peak Bandwidth Usage

Peak Bandwidth Usage means the amount of Internet access bandwidth used by
Customer in excess of Committed Bandwidth each month, if any. IBM will measure
Peak Bandwidth Usage by sampling the inbound and outbound data traffic volume
between the IBM e-business Hosting Center and the Internet at five-minute
intervals. The five percent (5%) of such samples with the highest data traffic
volume will be discarded, and of the remaining, the sample with the highest
data traffic volume will be charged as Peak Bandwidth Usage for the month.

3.0 Basic Monitoring

IBM will make reasonable efforts 24x7x365 to obtain the status of IP addresses
and a URL used for selected Base Components and/or Customer Components. IBM
will attempt to ping one (1) IP address per Base Component and Customer
Component and use standard HTTP protocol to check the status of one (1) URL
every five (5) minutes. IBM will send e-mail notification to Customer and post
logs to a Customer accessible, password protected Web site if there is no
response after two (2) successive failed attempts

4.0 IP Address Management

One primary host Internet Protocol (IP) address per selected Customer
Component and/or Base Component is included with Facilities Services. For an
additional charge, IBM will allocate additional public (Internet-facing) and/or
private (10.) host IP addresses for Services specified in Service Option
Attachments. IBM will attempt to allocate public host IP addresses on
contiguous subnets and in increments of 2, 6, 14, 30, 62, 126, or 254 following
standard IP subnet allocation methodology. Private host IP addresses assigned
and managed by IBM are not Internet-facing and can not be viewed nor referenced
from outside the IBM e-business Hosting Center where they are allocated. For
follow-on orders, IBM may allocate IP addresses on subnets that are not
contiguous with prior allocations. IBM retains ownership of all IP addresses
that it allocates to Customer. Customer may not allocate IP addresses
provided by IBM to other parties without the express written consent of IBM.

4.1 Services not included:



|a. |  | network design;                                                     
|-- |  | --------------------------------------------------------------------
|  
|b. |  | management of IP addresses that were not allocated by IBM; or       
|  
|c. |  | problem determination other than resolution of IP address conflicts.

5.0 Domain Name Services

Domain name services for Udates domain names are included with Facilities
Services. Domain name services translate the domain names of Customer
Components and/or Base Components into numeric IP addresses for the routing of
data packets. For an additional charge, IBM will establish additional domain
names in IBMs shared domain name servers. Also for an additional charge, IBM
will provide reverse domain name resolution to advertise the domain names and
IP addresses of newly installed components to the Internet (Reverse DNS).

5.1 Services not included:



|a. |  | registration of domain names with accredited registrars and charges
associated with such registration; or
|-- |  | ---------------------------------------------------------------------------------------------------------
|  
|b. |  | network design.                                                                                          

Page 7 of 21



---



##### 



6.0 Cross Connect

IBM will provide optional connections between Customer Components and/or Base
Components located in contiguous or noncontiguous areas of the same IBM
e-business Hosting Center. Cross connect options include i) coax cable, ii)
Category 5 (CAT5) cable, and iii) single or multi-mode fiber cable.

6.1 Services not included:



|a. |  | cross connect to components located outside of the same IBM e-business
Hosting Center where Customer occupies Customer Space.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------

7.0 Materials

For Materials created during the Service performance period or otherwise (such
as those that preexist the Service), IBM or third parties have all right,
title, and interest (including ownership of copyright). IBM will deliver one
copy of the Materials to Customer. IBM grants Customer an irrevocable,
nonexclusive, worldwide, paid-up license to use, execute, reproduce, display,
perform copies of such Materials and distribute within Customers Affiliates
only. Customer agrees to reproduce the copyright notice and any other legend
of ownership on any copies made.

8.0 Charges

One-time charges for installation and setup of Facility Services are due upon
IBMs acceptance of an Order Form.

A prorated portion of the monthly recurring charges for Facility Services will
begin five (5) days after either IBMs acceptance of an Order Form or the
Occupancy Date, whichever is later.

Peak Bandwidth Usage charges for bursting of data traffic in excess of
Committed Bandwidth will be due as incurred. Peak Bandwidth Usage charges are
determined by subtracting the Committed Bandwidth from the Peak Bandwidth Usage
and multiplying the difference by the Peak Bandwidth Usage rate specified on an
Order Form (Peak Bandwidth Usage charge = (Peak Bandwidth Usage  Committed
Bandwidth) x Peak Bandwidth Usage rate).

If Customer requests that IBM reduce the amount of Committed Bandwidth for an
installed primary Internet connection, IBM will charge Customer a one-time
setup charge for such reduction.

8.1 Termination Charges

In the event the Customer elects to terminate this Service Option Attachment
for convenience, Customer will pay the applicable termination charges for
Facilities Services, as set forth in the table below, in lieu of termination
charges set forth in the Base Terms.

|                                                                                                                                                                       |  |                                                                    
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------
|For termination:                                                                                                                                                       |  | Customer will be charged:                                          
|                                                                                                                                                                      
|prior to the first anniversary of
the Service Option Attachment
Start Date                                                                                             |  | Three (3) months recurring monthly
charges for Facilities Services
|                                                                                                                                                                      
|from the first anniversary of the
Service Option Attachment Start
Date and prior to the second
anniversary of the Service Option
Attachment Start Date (if
applicable) |  | Two (2) months recurring monthly
charges for Facilities Services  
|                                                                                                                                                                      
|from the second anniversary of
the Service Option Attachment
Start Date and prior to the
expiration of this Service Option
Attachment (if applicable)                  |  | One (1) months recurring monthly
charges for Facilities Services  

9.0 Responsibilities

In the event of a conflict between the responsibilities described in this
Section 9.0 and the descriptions of Services elsewhere in this Attachment, this
Section 9.0 shall prevail.

|                                              |  |         |  |         
|--------------------------------------------- |  | ------- |  | --------
|                                              |  | IBM     |  | Customer
|                                             
|Hosting space                                 |  |         |  |         
|                                             
|Provide Cabinet and/or Cage space             |  | Perform |  |         
|                                             
|Provide Cable Management Tray                 |  | Perform |  |         
|                                             
|Provide temporary work space for Customer use |  | Perform |  |         
|                                             
|Provide wiring channel and patch panel        |  | Perform |  |         

Page 8 of 21



---



##### 



|                                                                                                                                                                                                                          |  |         |  |         
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------- |  | --------
|                                                                                                                                                                                                                          |  | IBM     |  | Customer
|                                                                                                                                                                                                                         
|Provide power distribution                                                                                                                                                                                                |  | Perform |  |         
|                                                                                                                                                                                                                         
|Submit power modification requests to IBM facility manager for approval                                                                                                                                                   |  |         |  | Perform 
|                                                                                                                                                                                                                         
|Provide power backup capability with a shared diesel generator                                                                                                                                                            |  | Perform |  |         
|                                                                                                                                                                                                                         
|Provide analog telephone line for inbound calls                                                                                                                                                                           |  | Perform |  |         
|                                                                                                                                                                                                                         
|Implement security provisions for use of analog telephone line                                                                                                                                                            |  |         |  | Perform 
|                                                                                                                                                                                                                         
|Provide HVAC and fire suppression facilities                                                                                                                                                                              |  | Perform |  |         
|                                                                                                                                                                                                                         
|Administer reservations for Cabinets and Cages                                                                                                                                                                            |  | Perform |  |         
|                                                                                                                                                                                                                         
|Comply with the IBM On-Premises Guidelines, dated April 20, 2001, which are
hereby incorporated by reference                                                                                                              |  |         |  | Perform 
|                                                                                                                                                                                                                         
|Security                                                                                                                                                                                                                  |  |         |  |         
|                                                                                                                                                                                                                         
|Provide locks for Customer Space in shared Cabinets                                                                                                                                                                       |  | Perform |  |         
|                                                                                                                                                                                                                         
|Provide alarm systems, video surveillance, and motion detectors in selected
areas within the IBM e-business Hosting Centers and personal escort to and from
Customer Space                                                |  | Perform |  |         
|                                                                                                                                                                                                                         
|Designate all individuals authorized to enter Customer Space                                                                                                                                                              |  |         |  | Perform 
|                                                                                                                                                                                                                         
|Designate all individuals authorized to issue work orders                                                                                                                                                                 |  |         |  | Perform 
|                                                                                                                                                                                                                         
|Designate all individuals authorized to add/remove Customer Components from
Customer Space                                                                                                                                |  |         |  | Perform 
|                                                                                                                                                                                                                         
|Schedule on-site visits with 24 hours or more advance notice                                                                                                                                                              |  |         |  | Perform 
|                                                                                                                                                                                                                         
|Schedule Emergency on-site visits by authorized personnel with 1 hour or more
advance notice                                                                                                                              |  |         |  | Perform 
|                                                                                                                                                                                                                         
|Request identification prior to authorizing entrance by Customer Authorized
Representatives into Customer Space                                                                                                           |  | Perform |  |         
|                                                                                                                                                                                                                         
|Promptly respond to security exposures when notified by IBM or otherwise                                                                                                                                                  |  |         |  | Perform 
|                                                                                                                                                                                                                         
|Promptly notify IBM of any security exposures or concerns with regard to the
e-business Hosting Environment or Customer Components of which Customer becomes
aware                                                        |  |         |  | Perform 
|                                                                                                                                                                                                                         
|Cabinet and Cage Services                                                                                                                                                                                                 |  |         |  |         
|                                                                                                                                                                                                                         
|Select and provide Customer Components                                                                                                                                                                                    |  |         |  | Perform 
|                                                                                                                                                                                                                         
|Submit Customer Component inventory list and specifications to IBM facility
manager (initial installation and any subsequent changes)                                                                                     |  |         |  | Perform 
|                                                                                                                                                                                                                         
|Review Customer Component inventory list                                                                                                                                                                                  |  | Perform |  |         
|                                                                                                                                                                                                                         
|Ship Customer Components to e-business Hosting Center                                                                                                                                                                     |  |         |  | Perform 
|                                                                                                                                                                                                                         
|Provide temporary staging area for Customer Components delivered to the IBM
e-business Hosting Center                                                                                                                     |  | Perform |  |         
|                                                                                                                                                                                                                         
|Move Customer Components from temporary staging area to Customer Space                                                                                                                                                    |  |         |  | Perform 
|                                                                                                                                                                                                                         
|Install, setup, administer, and maintain Customer Components                                                                                                                                                              |  |         |  | Perform 
|                                                                                                                                                                                                                         
|Provide one registered primary IP address per device                                                                                                                                                                      |  | Perform |  |         
|                                                                                                                                                                                                                         
|Customer support                                                                                                                                                                                                          |  |         |  |         
|                                                                                                                                                                                                                         
|Provide a single toll-free 24x7x365 IBM call management center telephone number
(in the United States) to Customer designated focal points for service requests
and to report Facilities Services infrastructure problems |  | Perform |  |         
|                                                                                                                                                                                                                         
|Designate focal points to report problems and place service requests                                                                                                                                                      |  |         |  | Perform 
|                                                                                                                                                                                                                         
|Open incident records for Facilities Services infrastructure problems and
service requests                                                                                                                                |  | Perform |  |         
|                                                                                                                                                                                                                         
|Perform problem resolution for Facilities Services infrastructure problems                                                                                                                                                |  | Perform |  |         
|                                                                                                                                                                                                                         
|Manage setup or transfer of primary domains                                                                                                                                                                               |  | Perform |  |         
|                                                                                                                                                                                                                         
|Provide user identifications to Customer that will enable Customer
representatives to access a Web portal to view basic monitoring exception data                                                                         |  | Perform |  |         
|                                                                                                                                                                                                                         
|Authorize Customer representatives to access the Web portal by providing user
identification to such representatives and be solely responsible for the control
and distribution of such user identifications              |  |         |  | Perform 
|                                                                                                                                                                                                                         
|Internet connectivity                                                                                                                                                                                                     |  |         |  |         
|                                                                                                                                                                                                                         
|Determine traffic volumes and Internet access bandwidth requirements                                                                                                                                                      |  |         |  | Perform 

Page 9 of 21



---



##### 



|                                                                                                                                                                                                                                    |  |         |  |         
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------- |  | --------
|                                                                                                                                                                                                                                    |  | IBM     |  | Customer
|                                                                                                                                                                                                                                   
|Configure Base Components to support the Committed Bandwidth specified by
Customer                                                                                                                                                  |  | Perform |  |         
|                                                                                                                                                                                                                                   
|Install, configure, and maintain any Customer Components required to use the
primary Internet connection and optional redundant Internet connection if
applicable                                                                   |  |         |  | Perform 
|                                                                                                                                                                                                                                   
|Provide cabling between Customer Components and Base Components to enable the
primary Internet connection and any optional redundant Internet connections                                                                           |  | Perform |  |         
|                                                                                                                                                                                                                                   
|Support Base Components used to provide Internet connection(s) including problem
determination and resolution                                                                                                                       |  | Perform |  |         
|                                                                                                                                                                                                                                   
|Basic monitoring                                                                                                                                                                                                                    |  |         |  |         
|                                                                                                                                                                                                                                   
|24x7x365 pinging of one IP address for each designated device every 5 minutes                                                                                                                                                       |  | Perform |  |         
|                                                                                                                                                                                                                                   
|24x7x365 monitoring of each designated URL every 5 minutes using standard HTTP
protocol                                                                                                                                             |  | Perform |  |         
|                                                                                                                                                                                                                                   
|Advise Customer of any Customer Component settings required for IBM to perform
basic monitoring                                                                                                                                     |  | Perform |  |         
|                                                                                                                                                                                                                                   
|Provide IBM with access through Customer firewalls to allow basic monitoring                                                                                                                                                        |  |         |  | Perform 
|                                                                                                                                                                                                                                   
|Set up Customer Components for basic monitoring                                                                                                                                                                                     |  |         |  | Perform 
|                                                                                                                                                                                                                                   
|Post monitoring failure logs to Web site                                                                                                                                                                                            |  | Perform |  |         
|                                                                                                                                                                                                                                   
|Designate e-mail address(es) for Customer to receive notification of failures
detected by monitoring                                                                                                                                |  |         |  | Perform 
|                                                                                                                                                                                                                                   
|Cross connect                                                                                                                                                                                                                       |  |         |  |         
|                                                                                                                                                                                                                                   
|Obtain written authorization for any requested cross connection(s) to Customer
Space occupied by a different company and provide to IBM                                                                                             |  |         |  | Perform 
|                                                                                                                                                                                                                                   
|Install cross connection(s) requested by Customer                                                                                                                                                                                   |  | Perform |  |         
|                                                                                                                                                                                                                                   
|Test cross connection(s) requested by Customer                                                                                                                                                                                      |  | Perform |  |         
|                                                                                                                                                                                                                                   
|IP address management                                                                                                                                                                                                               |  |         |  |         
|                                                                                                                                                                                                                                   
|Submit orders for any additional public or private IP addresses that are required                                                                                                                                                   |  |         |  | Perform 
|                                                                                                                                                                                                                                   
|Allocate public or private IP addresses to Customer                                                                                                                                                                                 |  | Perform |  |         
|                                                                                                                                                                                                                                   
|Provide reports of allocated IP addresses requested by Customer contacting the
IBM call management center                                                                                                                           |  | Perform |  |         
|                                                                                                                                                                                                                                   
|Resolve IP address conflicts involving IP addresses allocated to Customer by IBM                                                                                                                                                    |  | Perform |  |         
|                                                                                                                                                                                                                                   
|Reclaim IP addresses upon release by Customer or termination or expiration of
the Service Option Attachment                                                                                                                         |  | Perform |  |         
|                                                                                                                                                                                                                                   
|Domain name services                                                                                                                                                                                                                |  |         |  |         
|                                                                                                                                                                                                                                   
|Register Customer domain names with an accredited domain name registrar and pay
all charges associated with such registration                                                                                                       |  |         |  | Perform 
|                                                                                                                                                                                                                                   
|For Customer domain names that are already registered, contact Customers domain
name registrar to change the administrative and technical contacts, and the
primary and secondary domain name servers to the names provided by IBM |  |         |  | Perform 
|                                                                                                                                                                                                                                   
|Provide domain names and corresponding IP addresses for Customer Components
and/or Base Components                                                                                                                                  |  |         |  | Perform 
|                                                                                                                                                                                                                                   
|Add resource records to IBM domain name servers to setup domain name services
and/or Reverse DNS as applicable                                                                                                                      |  | Perform |  |         

Page 10 of 21



---



##### 



e-business Hosting Service Option Attachment

Support Services  Project Management  Version 10MAY02

1.0 Description

IBM will provide support services  project management to assist Customer with
the planning, implementation, and/or administration of changes to Customers
hosting environment (Project Management Services). IBM will perform Project
Management Services for the number of hours selected by Customer and specified
on an Order Form.

1.1 Assumptions

The following assumptions apply to the Project Management Services:



|a. |  | Customer may order blocks of five (5) hours of Project Management
Services at the rates specified on Order Forms. All Services will be
performed during normal business hours (Monday through Friday, 8:00 a.m. -
6:00 p.m., local time at the hosting location, excluding national
holidays) unless the parties agree to an alternative work schedule. If
Customer requests that IBM personnel perform work outside normal business
hours, Customer will pay two (2) times the rate for normal business hours
and will be charged for a minimum of thirty (30) minutes;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. |  | IBM will record the number of hours expended by IBM for the performance
of Project Management Services notify Customer of the remaining hours in
the weekly status report or as requested by Customer;                                                                                                                                                                                                                                                                                                                                                                  
|  
|c. |  | IBM will estimate the scope of the Project Management Services based on
Customers stated requirements. IBM does not guarantee completion of the
project within the number of Project Management Services hours ordered by
Customer and additional hours may need to be ordered to complete the
project;                                                                                                                                                                                                                                                                
|  
|d. |  | unused hours of Project Management Services will expire, without refund,
ninety (90) days after IBMs acceptance of the Order Form unless an
extension is mutually agreed to in writing. If Customer orders additional
blocks of hours, the expiration date of any unused hours will be extended
to match the expiration date of the additional blocks of hours; and                                                                                                                                                                                                    
|  
|e. |  | Microsoft Project software, or other agreed upon tool, will be used.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

1.2 Project management option

IBM will designate an individual to whom all Customers communications may be
addressed in connection with Project Management Services provided hereunder
(IBM Project Manager). The IBM Project Manager will:



|a. |  | manage the implementation of, or changes to, Customers hosting
environment for the number of hours specified on Order Forms;                                
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. |  | review the responsibilities of both Customer and IBM with the Customer
Contact;                                                                              
|  
|c. |  | establish and maintain project communications through the Customer
Contact;                                                                                  
|  
|d. |  | coordinate and manage the activities of IBM personnel;                                                                                                       
|  
|e. |  | report problems and issues impacting IBMs provision of Project
Management Services that require Customers attention/resolution to the
Customer Contact; and
|  
|f. |  | provide weekly status reports.                                                                                                                               

1.3 Project planning option

IBM will:



|a. |  | assist Customer in determining the project scope and the estimated number
of hours required to develop the project plan;                                                                                                      
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. |  | coordinate and schedule a project kickoff meeting with the appropriate
IBM and Customer personnel for purposes of introduction, to review project
scope, assign tasks, and establish the project timeline;                    
|  
|c. |  | develop a communications plan, if appropriate, to establish the meeting
schedule and communication methodology for the project;                                                                                               
|  
|d. |  | create a detailed project plan that identifies the tasks, the party
responsible for the completion of each task, and any milestones, provided
that Customer orders sufficient hours for IBM to complete such project
plan; and
|  
|e. |  | provide weekly status reports.                                                                                                                                                                                                

Page 11 of 21



---



##### 



2.0 Customer Responsibilities

2.1 Customer Contact

Customer will designate an individual to whom all IBMs communications may be
addressed in connection with these Services and who has the authority to
represent and bind Customer in connection with all aspects of the Services
being provided under this Attachment (Customer Contact). The Customer
Contact will:



|a. |  | serve as the interface between the IBM Project Manager and Customer;                                                                              
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. |  | review the responsibilities of both Customer and IBM with the IBM Project
Manager;                                                                
|  
|c. |  | coordinate and manage the activities of Customer personnel;                                                                                       
|  
|d. |  | communicate to the IBM Project Manager any changes that may materially
affect IBMs provision of the Services;                                    
|  
|e. |  | be responsible for providing, in a timely manner, information, data,
consents, decisions and approvals as required by IBM to perform the
Services;
|  
|f. |  | report problems and issues related to the Services that require IBMs
attention to the IBM Project Manager; and                                   
|  
|g. |  | be responsible for the execution of Customer tasks within the project
plan and coordinate resolution of issues raised by the IBM Project
Manager. 

2.2 Other Customer responsibilities

Customer will:



|a. |  | assist IBM in gathering Customer project requirements and objectives;                                                                                                                                                                                                                                                   
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. |  | provide resources (for example, hardware, software, cabling, wiring,
telecommunications, personnel) necessary to complete all tasks (for
example, Customer Component installation or testing, validation of
Customer configurations and settings, or Customer Space layout or design)
specified in the project plan; and
|  
|c. |  | request additional hours of Project Management Services, if required, by
submitting an Order Form.                                                                                                                                                                                                                      

3.0 Services Completion

IBM will have fulfilled its obligations when either one of the following first
occurs:



|a. |  | IBM performs the Services for the number of hours specified on Order
Forms; or                       
|-- |  | -----------------------------------------------------------------------------------------------------
|  
|b. |  | either IBM or Customer terminates these Services in accordance with the
provisions of the Base Terms.

4.0 Charges

One-time charges for block(s) of five (5) hours of Project Management Services
are due upon IBMs acceptance of an Order Form. All unused hours of Project
Management Services will expire, without refund, ninety (90) days after IBMs
acceptance of an Order From.

Customer is responsible for IBMs actual travel and living expenses and any miscellaneous expenses
necessary for IBM to perform its responsibilities under this Attachment. Charges for such
expenses will be due as incurred.

Page 12 of 21



---



##### 



5.0 Materials

The following Materials will be provided to the Customer provided that Customer
orders sufficient hours for completion of such Materials:

|                    |  |                                                                                                                                                 
|------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------
|                    |  | Deliverable Materials                                                                                                                           
|                   
|Name                |  | Project plan (project planning option only)                                                                                                     
|                   
|Content             |  | A list of tasks, timelines, and issues, related to the project plan                                                                             
|                   
|Responsibility      |  | IBM Project Manager                                                                                                                             
|                   
|Completion Criteria |  | The deliverable is complete when the project plan is provided to the Customer
Contact by the IBM Project Manager                                
|                   
|Format              |  | Electronic delivery in Microsoft Project format or other mutually agreed upon
documentation method                                              
|                   
|Name                |  | Weekly status report (project management and project planning options)                                                                          
|                   
|Content             |  | Provide project status including key accomplishments from the prior week, review
of actual activities versus planned, issues, and hours expended
|                   
|Responsibility      |  | IBM Project Manager                                                                                                                             
|                   
|Completion Criteria |  | The deliverable is complete when the IBM Project Manager provides the weekly to
the Customer Contact                                            
|                   
|Format              |  | Electronic delivery in Microsoft Project format or other mutually agreed upon
documentation method                                              
|                   
|Name                |  | Communications plan (as appropriate)                                                                                                            
|                   
|Content             |  | Meeting schedule and documentation standards to be followed throughout the project                                                              
|                   
|Responsibility      |  | IBM Project Manager                                                                                                                             
|                   
|Completion Criteria |  | The deliverable is complete when the IBM Project Manager provides the
communications plan to the Customer Contact                               
|                   
|Format              |  | Electronic delivery in Microsoft Project format or other mutually agreed upon
documentation method                                              

For Materials created during the Service performance period or otherwise (such
as those that preexist the Service), IBM or third parties have all right,
title, and interest (including ownership of copyright). IBM will deliver one
copy of the Materials to Customer. IBM grants Customer an irrevocable,
nonexclusive, worldwide, paid-up license to use, execute, reproduce, display,
perform copies of such Materials and distribute within Customers Affiliates
only. Customer agrees to reproduce the copyright notice and any other legend
of ownership on any copies made.

IBM will notify Customer when each deliverable Material has been completed.
Customer will inform IBM in writing within five (5) business days following
IBMs notification if Customer believes IBM has not satisfied the applicable
deliverable, together with reasonable detail as to the reasons for such belief.
If IBM does not receive written notice within such period, all obligations of
IBM regarding the Material in question will be deemed satisfied.

Page 13 of 21



---



##### 



e-business Hosting

Service Option Attachment

Networking Services  IBM Administrative Access Segment

Version 10MAY02

1.0 Description

IBM will provide administrative access segment services at an IBM e-business
Hosting Center. An administrative access segment is a network connection used
to enable IBM to manage devices or provide other Services in Customer Space.
IBM will provide a physical connection to the infrastructure, a VLAN associated
with that connection, and appropriate routing and switching configuration
within the IBM infrastructure. Customer will provide the routing and switching
configuration within the Customer Space.

2.0 Administrative access segment services

2.1 Services included

IBM will:



|a. |  | configure core or distribution switch ports;                                                                                                                                     
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. |  | install a Category 5 cable(s) with RJ45 connection terminated between a
core or distribution switch and a designated Customer Space that will
operate at 10 Mbps or 100 Mbps; and
|  
|c. |  | allow multiple IBM Services to run over an administrative access segment.                                                                                                        

2.2 Services not included



|a. |  | IBMs call management center support or direct access to IBM network
services administration or technical support staff;                                              
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. |  | monitoring of administrative access segments. The application using the
segment will detect a path failure;                                                           
|  
|c. |  | any installation of wiring, or ongoing support of wiring, inside Customer
Space;                                                                                      
|  
|d. |  | management of Customer Components or Base Components. IBM management of
Customer Components or Base Components may be provided under other Service
Option Attachments;
|  
|e. |  | site/Infrastructure design Services;                                                                                                                                  
|  
|f. |  | IBM switch/router equipment; or                                                                                                                                       
|  
|g. |  | security services.                                                                                                                                                    

3.0 Materials

For Materials created during the Service performance period or otherwise (such
as those that preexist the Service), IBM or third parties have all right,
title, and interest (including ownership of copyright). IBM will deliver one
copy of the Materials to Customer. IBM grants Customer an irrevocable,
nonexclusive, worldwide, paid-up license to use, execute, reproduce, display,
perform copies of such Materials and distribute within Customers Affiliates
only. Customer agrees to reproduce the copyright notice and any other legend
of ownership on any copies made.

4.0 Charges

One-time charges for administrative access segment services are due upon IBMs
acceptance of an Order Form.

5.0 Responsibilities (in addition to those specified above)

In the event of a conflict between the responsibilities described in this
Section 5.0 and the description of Services in Section 2.0, this Section 5.0
shall prevail.

|                                                                                                                                                                                              |  |         |  |         
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------- |  | --------
|Administrative access segment services installation                                                                                                                                           |  | IBM     |  | Customer
|                                                                                                                                                                                             
|Provide access to Customer Space for IBM or IBMs
designee to install Category 5 cable(s) with RJ45
connection terminated between a core or distribution
switch and designated Customer Space |  |         |  | Perform 
|Install Category 5 cable(s) with RJ45 connection
terminated between a core or distribution switch and
designated Customer Space                                                               |  | Perform |  |         

Page 14 of 21



---



##### 



|                                                                                                                                                                                                                         |  |         |  |        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------- |  | -------
|Order administrative access segments                                                                                                                                                                                     |  |         |  | Perform
|Implement IP addresses provided by IBM                                                                                                                                                                                   |  |         |  | Perform
|Provide IP routing within Customers Space                                                                                                                                                                               |  |         |  | Perform
|Configure core or distribution switch ports                                                                                                                                                                              |  | Perform |  |        
|Notify Customer when installation activities are completed                                                                                                                                                               |  | Perform |  |        
|Inform IBM in writing within five (5) business days
following IBMs notification of the completion of IBM
installation activities, if Customer believes IBM has not
satisfactorily completed IBM installation activities |  |         |  | Perform

Page 15 of 21



---



##### 



e-business Hosting Service Option Attachment

Custom Facilities Services  Version 31MAY02

IBM will provide Internet connectivity Services at an IBM e-business Hosting
Center as described herein (Facilities Services).

1.0 Internet Connectivity

IBM will provide a connection between Customer Space and the Internet,
Committed Bandwidth, support for bursting of data traffic in excess of
Committed Bandwidth if additional capacity is available, and access to
bandwidth utilization reports through a password protected Web portal.

1.1 Primary Internet connection

IBM will provide a primary connection between Customer Space and the Internet.
Customer may choose a maximum Internet access bandwidth of either 10 Mbps, 100
Mbps or 1000 Mbps(GigE) for this primary Internet connection.

1.2 Redundant Internet connection option

As an option, IBM will provide one or more redundant Internet connections, at
the same bandwidth as the primary Internet connection, for an additional
charge. 1000 Mbps(GigE) connections are redundant by default.

1.3 Services not included:



|a. |  | registration of domain names with accredited registrars and charges
associated with such registration; or
|-- |  | ---------------------------------------------------------------------------------------------------------
|  
|b. |  | network design.                                                                                          

2.0 Charges

One-time charges for installation and setup of Facility Services are due upon
IBMs acceptance of an Order Form.

A prorated portion of the monthly recurring charges for Facility Services will
begin five (5) days after either IBMs acceptance of an Order Form or the
Occupancy Date, whichever is later.

Peak Bandwidth Usage charges for bursting of data traffic in excess of
Committed Bandwidth will be due as incurred. Peak Bandwidth Usage charges are
determined by subtracting the Committed Bandwidth from the Peak Bandwidth Usage
and multiplying the difference by the Peak Bandwidth Usage rate specified on an
Order Form (Peak Bandwidth Usage charge = (Peak Bandwidth Usage  Committed
Bandwidth) x Peak Bandwidth Usage rate).

If Customer requests that IBM reduce the amount of Committed Bandwidth for an
installed primary Internet connection, IBM will charge Customer a one-time
setup charge for such reduction.

2.1 Termination Charges

In the event the Customer elects to terminate this Service Option Attachment
for convenience, Customer will pay the applicable termination charges for
Facilities Services, as set forth in the table below, in lieu of termination
charges set forth in the Base Terms.

|                                                                                                                                                                       |  |                                                                                     
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------
|For termination:                                                                                                                                                       |  | Customer will be charged:                                                           
|                                                                                                                                                                      
|prior to the first anniversary of
the Service Option Attachment
Start Date                                                                                             |  | Three (3) months recurring monthly
charges for Custom Facilities Services
($810.00)
|                                                                                                                                                                      
|from the first anniversary of the
Service Option Attachment Start
Date and prior to the second
anniversary of the Service Option
Attachment Start Date (if
applicable) |  | Two (2) months recurring monthly
charges for Custom Facilities Services
($540.00)  
|                                                                                                                                                                      
|from the second anniversary of
the Service Option Attachment
Start Date and prior to the
expiration of this Service Option
Attachment (if applicable)                  |  | One (1) months recurring monthly
charges for Custom Facilities Services
($270.00)  

3.0 Responsibilities

In the event of a conflict between the responsibilities described in this
Section 3.0 and the descriptions of Services elsewhere in this Attachment, this
Section 3.0 shall prevail.

Page 16 of 21



---



##### 



|                                                                                                                                                                  |  |         |  |        
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------- |  | -------
|Internet connectivity                                                                                                                                             |  |         |  |        
|                                                                                                                                                                 
|Determine traffic volumes and Internet access bandwidth requirements                                                                                              |  |         |  | Perform
|                                                                                                                                                                 
|Configure Base Components to support the Committed Bandwidth
specified by Customer                                                                                |  | Perform |  |        
|                                                                                                                                                                 
|Install, configure, and maintain any Customer Components required
to use the primary Internet connection and optional redundant
Internet connection if applicable |  |         |  | Perform
|                                                                                                                                                                 
|Provide cabling between Customer Components and Base Components to
enable the primary Internet connection and any optional redundant
Internet connections         |  | Perform |  |        
|                                                                                                                                                                 
|Support Base Components used to provide Internet connection(s)
including problem determination and resolution                                                     |  | Perform |  |        

Page 17 of 21



---



##### 



e-business Hosting Service Option Attachment

Networking Services  Router and Switch

Version 10MAY02

1.0 Description

IBM will provide services for routers and switches (Router and Switch
Services) with the following options:



|a. |  | installation and setup of selected Customer Components that adhere to the
configurations specified in the table in Section 7.0;   
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------
|  
|b. |  | ongoing management of selected Customer Components that adhere to the
configurations specified in the table in Section 7.0; and/or
|  
|c. |  | installation, setup, and ongoing management of selected Base Components
specified in an Order Form.                               

At Customers option, IBM will provide Router and Switch Services for high
availability configurations that consist of redundant routers and/or switches.
IBM will require sole root access (privileged access with authority to perform
system-level functions or security administration) in order to perform
installation, setup, and ongoing management of Base Components or Customer
Components. An administrative access segment (local area network connection
for IBM administration of Customer Components or Base Components) is a
prerequisite for Router and Switch Services.

2.0 Installation and Setup of Customer Components

Customer will provide all Customer Components, including any required licenses.
Customer (or its Affiliates or Subcontractors) retains all right, title, and
interest in and to the Customer Components.

2.1 Services included

IBM will:



|a. |  | install selected Customer Components;                                    
|-- |  | -------------------------------------------------------------------------
|  
|b. |  | setup Customer-specified router and/or switch configuration settings; and
|  
|c. |  | perform the activities in Section 11.0.                                  

3.0 Ongoing Management of Customer Components

3.1 Services included

IBM will:



|a. |  | monitor the availability of selected Customer Components using TCP/IP
PING;                                                                                                                                                                                                                 
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. |  | power-on failed routers and/or switches;                                                                                                                                                                                                                                                    
|  
|c. |  | provide problem determination, problem resolution, or other technical
assistance for up to five (5) hours per month. Technical assistance in
excess of five (5) hours per month is available for an additional charge
under the Service Option Attachment for technical assistance services;
|  
|d. |  | back up Customer-specified router and switch configuration settings and
restore configuration settings in the event of a failure;                                                                                                                                                           
|  
|e. |  | administer changes to router and/or switch configuration settings
requested by Customer;                                                                                                                                                                                                    
|  
|f. |  | perform weekly scanning of router and/or switch Customer Components to
attempt to detect ports and services that may be vulnerable to intrusion;
and                                                                                                                                        
|  
|g. |  | perform the activities in Section 11.0.                                                                                                                                                                                                                                                     

4.0 Installation, Setup, and Ongoing Management of Base Components

IBM will provide selected Base Components. IBM (or its Affiliates or
Subcontractors) retains all right, title and interest in and to Base
Components.

4.1 Services included

IBM will:

Page 18 of 21



---



##### 





|a. |  | install selected Base Components;                                                                                                                                                                                                                                                           
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|b. |  | setup Customer-specified router and/or switch configuration settings;                                                                                                                                                                                                                       
|  
|c. |  | operate and monitor the availability of selected router and switch Base
Components;                                                                                                                                                                                                         
|  
|d. |  | power-on failed routers and/or switches;                                                                                                                                                                                                                                                    
|  
|e. |  | provide problem determination, problem resolution, or other technical
assistance for up to five (5) hours per month. Technical assistance in
excess of five (5) hours per month is available for an additional charge
under the Service Option Attachment for Technical Assistance Services;
|  
|f. |  | back up Customer-specified router and switch configuration settings and
restore configuration settings in the event of a failure;                                                                                                                                                           
|  
|g. |  | administer changes to router and/or switch configuration settings;                                                                                                                                                                                                                          
|  
|h. |  | perform weekly scanning of router and/or switch Base Components to
attempt to detect ports and services that may be vulnerable to intrusion;
and                                                                                                                                            
|  
|i. |  | perform the activities in Section 11.0.                                                                                                                                                                                                                                                     

5.0 Services not included:



|a. |  | administrative access segment;                                                      
|-- |  | ------------------------------------------------------------------------------------
|  
|b. |  | maintenance for Customer Components;                                                
|  
|c. |  | testing or validation of Customer-specified router or switch
configuration settings;
|  
|d. |  | router or switch hardware or software upgrades;                                     
|  
|e. |  | performance or capacity planning for routers and switches; or                       
|  
|f. |  | security services other than as expressly described in Sections 3.1(f)
and 4.1(h).  

6.0 Permission to Perform Testing

Customer authorizes IBM, and represents that Customer has all Required Consents
to permit IBM, to perform the Services described in Sections 3.1(f) and 4.1(h)
herein on Base Components and/or Customer Components. Customer agrees not to
disclose any information arising out of the scanning of router and switch Base
Components and/or Customer Components to any other party without IBMs prior
written consent.

7.0 Supported configurations

IBM categorizes supported configurations for Router and Switch Services as
either Class A or Class B depending on the amount of effort required for IBM to
perform installation and/or management. IBM will provide Router and Switch
Services for any of the following supported configurations selected by
Customer:

Class A

Cisco 104 Repeater/Hub

Cisco 108 Repeater/Hub

Cisco 116 Repeater/Hub

Cisco 1500 Series Switch

Class B

Cisco 2500 Series Router

Cisco 2600 Series Router

Cisco 3600 Series Router

Cisco 4500 Series Router

Cisco 7000 Series Router

Cisco 7200 Series Router

Cisco 7500 Series Router

Cisco 2900 Series Catalyst Switch

Page 19 of 21



---



##### 



Cisco 4000 Series Catalyst Switch

Cisco 5000 Series Catalyst Switch

Cisco 6500 Series Catalyst Switch

8.0 Service Level Objectives

|                                                               |  |                                                         
|-------------------------------------------------------------- |  | --------------------------------------------------------
|Measurement                                                    |  | Objective                                               
|                                                              
|Call back response time for router or
switch component failure |  | Call back within fifteen (15) minutes                   
|                                                              
|Implement router or switch setting changes                     |  | Implement within twenty four (24) hours of IBM call back

9.0 Materials

For Materials created during the Service performance period or otherwise (such
as those that preexist the Service), IBM or third parties have all right,
title, and interest (including ownership of copyright). IBM will deliver one
copy of the Materials to Customer. IBM grants Customer an irrevocable,
nonexclusive, worldwide, paid-up license to use, execute, reproduce, display,
perform copies of such Materials and distribute within Customers Affiliates
only. Customer agrees to reproduce the copyright notice and any other legend
of ownership on any copies made.

10.0 Charges

One-time charges for installation and setup of router and switch Customer
Components and/or Base Components are due upon IBMs acceptance of an Order
Form.

A prorated portion of the monthly recurring charges for ongoing management of
router and switch Customer Components and/or Base Components will be due five
(5) days after IBMs acceptance of an Order Form or on the Occupancy Date,
whichever is later.

11.0 Responsibilities (in addition to those specified above)

In the event of a conflict between the responsibilities described in this
Section 11.0 and the description of Services in Sections 2.0, 3.0 and 4.0, this
Section 11.0 shall prevail.

|                                                                                                                                                                                                                                             |  |         |  |         
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------- |  | --------
|                                                                                                                                                                                                                                             |  | IBM     |  | Customer
|                                                                                                                                                                                                                                            
|Installation and setup of Customer Components                                                                                                                                                                                                |  |         |  |         
|                                                                                                                                                                                                                                            
|Provide access as needed for IBM or IBMs designee to install and setup router
and/or switch Customer Components                                                                                                                             |  |         |  | Perform 
|                                                                                                                                                                                                                                            
|Install router and/or switch Customer Components                                                                                                                                                                                             |  | Perform |  |         
|                                                                                                                                                                                                                                            
|Specify router and/or switch settings (tables and rules)                                                                                                                                                                                     |  |         |  | Perform 
|                                                                                                                                                                                                                                            
|Implement router and/or switch settings specified by Customer                                                                                                                                                                                |  | Perform |  |         
|                                                                                                                                                                                                                                            
|Test a single path to the switch and/or router                                                                                                                                                                                               |  | Perform |  | Assist  
|                                                                                                                                                                                                                                            
|Notify Customer when IBM installation and setup activities are completed
(Service Option Ready Date)                                                                                                                                         |  | Perform |  |         
|                                                                                                                                                                                                                                            
|Inform IBM in writing within five (5) business days following IBMs notification
of the completion of IBM installation and setup activities, if Customer believes
IBM has not satisfactorily completed IBM installation and setup activities |  |         |  | Perform 
|                                                                                                                                                                                                                                            
|Ongoing management of Customer Components                                                                                                                                                                                                    |  |         |  |         
|                                                                                                                                                                                                                                            
|Provide IBM with any security authorization needed for IBM to perform its
responsibilities under this Service Option Attachment                                                                                                              |  |         |  | Perform 
|                                                                                                                                                                                                                                            
|Monitor the availability of routers and/or switches 7 x 24 x 365 (TCP/IP PING)                                                                                                                                                               |  | Perform |  |         
|                                                                                                                                                                                                                                            
|Reboot/power-on failed routers and/or switches and notify Customer                                                                                                                                                                           |  | Perform |  |         
|                                                                                                                                                                                                                                            
|Request changes to router and/or switch settings by contacting an IBM call
management center (changes can be initiated twice daily at 8:00 a.m. and 10:00
p.m. local time)                                                                   |  |         |  | Perform 
|                                                                                                                                                                                                                                            
|Administer changes to router and/or switch settings requested by Customer                                                                                                                                                                    |  | Perform |  |         
|                                                                                                                                                                                                                                            
|Perform weekly vulnerability scanning of routers and/or switches via the Internet                                                                                                                                                            |  | Perform |  |         
|                                                                                                                                                                                                                                            
|Inform Customer of intrusion vulnerabilities detected and use reasonable efforts
to schedule and apply changes to settings as needed to mitigate vulnerabilities                                                                             |  | Perform |  |         

Page 20 of 21



---



##### 



|                                                                                                                                                                                                                                  |  |         |  |         
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------- |  | --------
|                                                                                                                                                                                                                                  |  | IBM     |  | Customer
|                                                                                                                                                                                                                                 
|Back up Customer-specified router and/or switch configuration settings and
restore settings in the event of a failure                                                                                                             |  | Perform |  |         
|                                                                                                                                                                                                                                 
|Assist IBM in the investigation of problems with the Services to the extent such
investigation involves Customers or its Subcontractors responsibilities                                                                        |  |         |  | Perform 
|                                                                                                                                                                                                                                 
|Installation, setup, and ongoing management of Base Components                                                                                                                                                                    |  |         |  |         
|                                                                                                                                                                                                                                 
|Provide access as needed for IBM or IBMs designee to install and setup router
and/or switch Base Components                                                                                                                      |  |         |  | Perform 
|                                                                                                                                                                                                                                 
|Install router and/or switch Base Components                                                                                                                                                                                      |  | Perform |  |         
|                                                                                                                                                                                                                                 
|Specify router and/or switch settings (tables and rules)                                                                                                                                                                          |  |         |  | Perform 
|                                                                                                                                                                                                                                 
|Implement router and/or switch settings specified by Customer                                                                                                                                                                     |  | Perform |  |         
|                                                                                                                                                                                                                                 
|Test a single path to router and/or switch Base Components                                                                                                                                                                        |  | Perform |  | Assist  
|                                                                                                                                                                                                                                 
|Notify Customer when IBM installation and setup activities are completed
(Service Option Ready Date)                                                                                                                              |  | Perform |  |         
|                                                                                                                                                                                                                                 
|Inform IBM in writing within five (5) business days following IBMs notification
of the completion of IBM installation and setup, if Customer believes IBM has
not satisfactorily completed IBM installation and setup activities |  |         |  | Perform 
|                                                                                                                                                                                                                                 
|Provide IBM with any security authorization needed for IBM to perform its
responsibilities under this Service Option Attachment                                                                                                   |  |         |  | Perform 
|                                                                                                                                                                                                                                 
|Operate and monitor availability of Base Components 7x24x365 using TCP/IP PING                                                                                                                                                    |  | Perform |  |         
|                                                                                                                                                                                                                                 
|Request changes to router and/or switch settings by contacting an IBM call
management center (changes can be initiated twice daily at 8:00 a.m. and 10:00
p.m. local time)                                                        |  |         |  | Perform 
|                                                                                                                                                                                                                                 
|Administer changes to router and/or switch settings requested by Customer                                                                                                                                                         |  | Perform |  |         
|                                                                                                                                                                                                                                 
|Use reasonable efforts to update Base Components with applicable fixes as
determined by IBM                                                                                                                                       |  | Perform |  |         
|                                                                                                                                                                                                                                 
|Perform weekly vulnerability scanning of routers and/or switches via the Internet                                                                                                                                                 |  | Perform |  |         
|                                                                                                                                                                                                                                 
|Inform Customer of intrusion vulnerabilities detected and use reasonable efforts
to schedule and apply changes to settings as needed to mitigate vulnerabilities                                                                  |  | Perform |  |         
|                                                                                                                                                                                                                                 
|Back up Customer-specified router and/or switch configuration settings and
restore settings in the event of a failure                                                                                                             |  | Perform |  |         
|                                                                                                                                                                                                                                 
|Assist IBM in the investigation of problems with the Services to the extent such
investigation involves Customers or its Subcontractors responsibilities                                                                        |  |         |  | Perform 

Page 21 of 21