Exhibit 10.21


EXECUTION VERSION 


Strategic Partnership Master
Agreement


          This
Strategic Partnership Master Agreement (this “Agreement”) is made as of August
11, 2006 (the “Effective Date”) between Wave2Wave Communications, Inc.
(“Wave2Wave”), a Delaware Corporation with its principal offices at 433
Hackensack Avenue, Hackensack, NJ 07601 and incNETWORKS, Inc., a Delaware
Corporation with its principal offices at 198 Brighton Ave., Long Branch, NJ
07740 (“INI”) (hereinafter collectively the “Parties” and each, individually, a
“Party”).


RECITALS


WHEREAS, INI is a provider of Converged Broadband Wireless and Wireline
Networks, Products and Technologies, as well as Next Generation (4G) Network
Service Concepts and Network Design & Support Services which consist of
wireless and wireline voice, data, and video services (collectively, the “4G
Services”);


WHEREAS, Wave2Wave is a provider of Enterprise Managed Networks
Services and has expertise in providing enterprise customer support service as
well as marketing and customer care services;


WHEREAS, the Parties desire to combine Wave2Wave’s Managed Network
Service and Customer Support Services expertise and INI’s wireless and wireline
networking and new service concept design expertise into an offer to provide
the 4G Services to commercial customers within multi-tenant units in the United
States, in accordance with and subject to the terms and conditions of this
Agreement;


WHEREAS, the scope of this Agreement is to establish the general
technical and business rules of the strategic relationship between the Parties
with respect to the approximately 2,400 buildings serviced by Wave2Wave as of
the Effective Date as set forth in Exhibit A which is attached hereto and forms
an integral part of this Agreement and any additional buildings that come
within the scope of this Agreement pursuant to the terms and conditions hereof
(collectively, the “Territory”);


WHEREAS, Parties intend that a multi-tenant building named the Lincoln
Building located at 60 East 42nd Street, New York, NY (the “Lincoln Building”)
will serve as a showcase pilot project of the collaboration contemplated by
this Agreement and will serve as the platform for developing the business plan
and model for continuation of expanding the collaboration into all buildings in
the Territory; and


WHEREAS, in anticipation of the foregoing, the Parties have entered
into the Mutual Non Disclosure Agreement (the “Non Disclosure Agreement”)
between the Parties dated June

* WE HAVE REQUESTED CONFIDENTIAL TREATMENT OF CERTAIN PROVISIONS CONTAINED
  IN THIS EXHIBIT. THE COPY FILED AS AN EXHIBIT OMITS THE INFORMATION SUBJECT
  TO THE CONFIDENTIALITY REQUEST.*




EXECUTION VERSION


26, 2006, attached as Exhibit B to this Agreement and incorporated
herein by this reference, which shall continue to be a binding agreement
between the Parties;


NOW, THEREFORE, in consideration of the promises and mutual covenants
set forth in this Agreement, the Parties agree to the terms and conditions set
forth herein below:


ARTICLE I.

TERM AND TERMINATION


          Section 1. Term. This Agreement shall commence on the
Effective Date and shall continue in effect for a term of five (5) years
(hereinafter the “Initial Term”). Unless either Party notifies the other Party
of its desire not to renew the term of this Agreement at least ninety (90) days
prior to the expiration of the Initial Term or any Renewal Term (as defined
below), the term shall be automatically renewed for additional five (5) year
periods (each such renewed term, a “Renewal Term” and, together with the
Initial Term, the “Term”).


          Section 2. Termination for Breach. Either Party may
terminate this Agreement upon a material or continuing breach of this Agreement
by the other Party by providing thirty (30) days prior written notice of
termination to such other Party, stating the cause therefor. If within such
thirty (30) day notice period, the cause for termination is not cured to the
reasonable satisfaction of the Party giving notice, the termination shall
become effective at the conclusion of such thirty (30) day notice period,
provided that (X) the cure period for a payment default will be ten (10)
business days after notice thereof and (Y) disruption or interruption of
network services will be no greater than the threshold set forth in the
standard Terms and Conditions that govern the 4G Service as provided to end
user customers (the “Standard Terms and Conditions”).


          Section 3. Automatic Termination. Except as provided
for in ARTICLE IV, Section 3, either Party may terminate this Agreement if any
one of the following events occur: (i) if the other Party becomes insolvent or
admits in writing its inability to pay debts as they mature, or makes an assignment
for the benefit of creditors and as a result thereof cannot perform its
material obligations hereunder; (ii) if a petition under any foreign, state or
United States bankruptcy act, receivership statute, or the like, as they now
exist, or as they may be amended, is filed by the other Party and as a result
thereof such Party cannot perform its material obligations hereunder; or (iii)
if such a petition is filed against the other Party by any third Party and such
application is not resolved favorably to such other Party within sixty (60)
days and as a result thereof such Party cannot perform its material obligations
hereunder.


          Section 4. Survival. In addition to the sections and
provision of this Agreement that by their nature survive expiration or
termination or which must survive





EXECUTION VERSION


expiration or termination in order to give effect to their meaning, the
provisions of ARTICLE V.Section 1 (subject to the final sentence of this
Section 4) and the Non-Disclosure Agreement shall survive any expiration or
termination of this Agreement in accordance with their respective terms.
Wave2Wave acknowledges that in the event of termination of this Agreement, it
remains liable for any amounts incurred under ARTICLE V.Section 1 through, but
not for any time after, the date of such termination.


          Section 5. Nonexclusive Remedy. Subject to the
provision of ARTICLE VI of this Agreement, termination of this Agreement by
either Party will be a nonexclusive remedy for breach and will be without
prejudice to any other right or remedy of such Party.


ARTICLE II.

RIGHTS AND RESPONSIBILITIES OF THE PARTIES


The Parties shall perform their respective responsibilities as follows,
and acknowledge that their respective performance of such responsibilities are
dependent upon the performance of the other Party hereunder:


          Section 1. INI Responsibilities.


                    a.
INI will have the sole responsibility for completing pre-site network design
and engineering, and installation of a converged wireless and wireline networks
within the Territory based on utilizing INI’s Converged Broadband Wireless and
Wireline Network Products and Technologies, Next Generation Network Service
Concepts (collectively, the “4G Technology”) and Network Design & Support
Services expertise.


                    b.
INI will have the sole responsibility within the Territory, on a building-by-building
basis, prior to any 4G Services installation, to perform pre-site network
design and engineering, and shall provide Wave2Wave with a Price Quotation
(“Quote”) which specifies the price to be paid by Wave2Wave to INI for the cost
of the 4G wireless network equipment (the “Equipment”), Equipment installation
and 4G Service and Equipment maintenance, the latter in accordance with
established industry standards.


                    c.
INI will have the sole responsibility for installing the aforementioned 4G
equipment and for insuring, to the Parties’ mutual and reasonable satisfaction,
that the 4G Service operates in accordance with established industry standards.
Such mutual and reasonable satisfaction shall be deemed “Acceptance”.





EXECUTION VERSION


                    d.
INI will provide Wave2Wave with access to Class 4/5 IP Network Services Node
(the “Network Service Node”) capacity within a New York or New Jersey POP
Location for use in the Territory by Wave2Wave’s customers. The purchase price
for the equipment portion of the Network Service Node is estimated, as of the
Effective Date, at [***].


                    e.
INI will have the sole responsibility for ongoing 4G network equipment and
service maintenance.


                    f.
INI has sole responsibility for ongoing maintenance and modernization of such
Network Service Node, in accordance with established industry standards.


                    g.
In connection with the Lincoln Building project, INI will finance all
equipment, installations, connectivity and services provided by the Parties.
For successive buildings in the Territory, the Parties shall determine which of
the Parties shall finance such equipment (the “Financing Party”).


                    h.
Wave2Wave shall have the right of first refusal, as described below, to deploy
or otherwise utilize the 4G Technology and the 4G Services in office buildings
(each, an “Eligible Building”) that are, at the time of such opportunity: (i)
not otherwise accessed or serviced by INI; and (ii) set forth on the
then-current version of Exhibit A which may be updated and revised by Wave2Wave
by written notice to INI during the Term. If INI shall be ready, willing, and
able to accept any offer to deploy or otherwise utilize the INI Technology in
any Eligible Building, then INI shall give Wave2Wave prompt written notice of
such offer and the proposed compensation arrangement and term of engagement.
Wave2Wave shall then have the right of first refusal to engage INI’s services
on the same compensation arrangement and terms offered by the entity proposing
such offer to INI. Wave2Wave shall exercise such right of first refusal by giving
INI written notice that it is doing so no later than thirty (30) days after
receipt by Wave2Wave of INI’s said notice.


          Section
2. Wave2Wave Responsibilities.


                    a.
In the event that Wave2Wave requirements for Network Service Node capacity
exceeds INI’s existing capacity, Wave2Wave shall, in no event, contract for the
provision of additional Network Services Node capacity from any company other
than INI without first extending to INI the right of first negotiation to
provide the additional Network Service Node capacity on fair and reasonable
terms commensurate with existing market practices.





EXECUTION VERSION


                    b.
Wave2Wave will have the sole responsibility for providing all end-user
equipment, customer service support, billing, and provisioning as well as
management services for the underlying projects selected by the Parties.


                    c.
Wave2Wave will have the sole responsibility for maintaining end-user equipment
for customers of the Parties under this Agreement;


                    d.
Wave2Wave will have the sole responsibility for procuring additional business
opportunities and selling to all potential customers. However, following the
one (1) year anniversary of the first commercial customer availability of the
4G Service pursuant to this Agreement, if the actual sales of the 4G Service
fail to reach fifty percent (50%) of the sales milestones that are developed by
the parties in the five-year business plan that the parties will establish pursuant
to Article III, Section 3 of this Agreement, INI reserves the right to market
and sell the service itself, or through a third party, subject to any
applicable restrictions imposed by any building, whether as a result of
Wave2Wave’s access agreement with such building or otherwise.


                    e.
Wave2Wave will have the sole responsibility for obtaining and securing for the
Parties the right and access, and all pertinent documentation, agreements and
any required authorizations or permits, to perform the installation of the
network equipment for the enterprise within the Territory.


                    f.
Wave2Wave will have the sole responsibility for maintaining all billing and
accounting records for the sale to the customers in the Territory, in addition
to such other buildings as the Parties may hereafter agree to add pursuant to
the terms and conditions of this Agreement or by amendment hereto.


                    g.
Wave2Wave shall have the lead role and responsibility for the marketing, and promotion
of the 4G Service in connection with the Parties, provided however that (i) Wave2Wave shall be under no
obligation to use its good faith efforts to so market and promote the 4G
Service in connection with any building until Acceptance of the installation
with respect to such building; (ii) INI will cooperate with Wave2Wave by
providing information and support for such marketing activities, as reasonably
requested by Wave2Wave at no additional cost to Wave2Wave. Examples of such
support as provided by INI may include consultation services regarding
marketing and systems support, marketing opportunity assessment, solution
design reviews and product availability and delivery assistance. In addition,
during the Term of this Agreement, INI agrees to provide appropriate
promotional support to Wave2Wave’s sales and marketing efforts in a manner and
upon terms mutually acceptable to the Parties, at no additional cost to
Wave2Wave.





EXECUTION VERSION


ARTICLE III.

PAYMENT PLAN; NETWORK EQUIPMENT AND INVESTMENT


          Section 1. Purchase Amount. The Financing Party shall
pay for the purchase price for the Equipment (for any building or group of
buildings, as agreed by the Parties, the “Purchase Amount”) as provided in this
Article III. The Purchase Amount for the Equipment required for the Lincoln
Building is estimated, as of the Effective Date at [***]. The Purchase Amount for Equipment with respect to
additional buildings within the Territory shall be as set forth in individual
purchase orders agreed in writing from time to time as the Parties agree to add
additional buildings to the scope of this Agreement. The Purchase Amount with
respect to the Equipment used for the Lincoln Building shall be paid by
Wave2Wave as follows:


                    a.
In accordance with ARTICLE V, Wave2Wave will pay the Purchase Amount through
the payment of the Revenue Share (as defined below) to INI. At such time as the
aggregate amount of the Investment (as defined below) and any Revenue Share is
equal to the Purchase Amount, the Purchase Amount shall be deemed paid in full
and title to the Equipment shall pass to Wave2Wave.


                    b.
Profit Sharing. At all times during the Term,
Wave2Wave shall pay to INI the Revenue Share in accordance with ARTICLE V of
this Agreement.


          Section 2. Delivery and Risk of Loss. INI shall
deliver the Equipment to the designated delivery site F.O.B. such delivery site
(“Delivery Site”). Risk of loss to the Equipment shall pass to Wave2Wave
immediately upon the arrival of the Equipment at the Delivery Site.
Notwithstanding the foregoing, each Party shall be solely responsible for any
damage to the Equipment caused by such Party’s (or it’s subcontractor’s or
designee’s) acts, omissions, negligence or misconduct.


          Section 3. Milestones. Using the Lincoln Building
Project as a demonstration platform, the Parties will develop plans to deploy
the 4G Services and 4G Technology throughout the Territory, based on a five (5)
year business plan which will be reviewed, updated and approved on a
bi-quarterly basis, beginning with the execution of this Agreement, subject to
approval by each Party’s respective Board of Directors. The Parties acknowledge
that this Agreement may require revision, amendment and/or expansion following
such approvals.


          Section 4. Periodic Checkpoints on Strategy and Alignment.
During the Term, appropriate representatives of INI and Wave2Wave will meet in
person or by telephone, as mutually agreed by the Parties from time to time, at
least four (4) times per year to review strategic plans, marketing programs,
partnership opportunities and other matters relevant 





EXECUTION VERSION


to the success of the
joint project initiatives described herein. The results of these periodic
checkpoints are expected to be documented plans for equipment installation and
service provisioning throughout the Territory with tasks, task owners,
milestones and deliverables which may require revision, amendment and/or
expansion of this Agreement.


ARTICLE IV.

LICENSES; OWNERSHIP; MAINTENANCE AND SUPPORT


Section 1. License Grant. In
all cases pursuant to and in consideration of Wave2Wave’s payment for
applicable fees thereunder:


	
  

 	
  

 
	
  

 	
           (a)
 INI hereby grants Wave2Wave a nonexclusive and nontransferable (except as set
 forth herein) license to use the Network Services Node, and, under its
 intellectual property rights, the 4G Technology. The duration of such license
 to the 4G Technology shall be as follows: (i) for Equipment with respect to
 which INI is the Financing Party, including the Equipment for the Lincoln
 Building, such license shall be for the Term and upon payment in full by
 Wave2Wave of the Purchase Amount, such license shall be converted to a
 perpetual license; and, (ii) for Equipment with respect to which Wave2Wave is
 the Financing Party, such license shall be a perpetual license commencing
 upon delivery of the applicable Equipment.

 
	
  

 	
  

 
	
  

 	
           (b)
 Subject to the terms of this Agreement and for Equipment with respect to
 which INI is the Financing Party, INI grants to Wave2Wave a nonexclusive,
 nontransferable, license during the Term to use the Equipment in the
 Territory until such time as title to the Equipment transfers to Wave2Wave
 pursuant to the terms and conditions of this Agreement. The scope of the
 foregoing license encompasses Wave2Wave’s internal use of Equipment in
 connection with providing 4G Services to its customers, but excludes any
 sublicensing, uploading or otherwise transferring, or providing direct access
 to, the Equipment (except as necessary to accomplish the provision of the 4G
 Services to such customers) to any third party without INI’s prior written
 consent.

 



Section 2. License fees. The Parties agree that the
consideration which would otherwise be due to INI pursuant to clauses (a) and (b) above shall be
incorporated into amounts which will otherwise be due under the Revenue Sharing
arrangement.


 Section 3. Section 365(n). Notwithstanding the
provisions of Article I, Section 3, the rights to the 4G Technology licensed
pursuant to Section 1(a) of this Article IV are, and shall otherwise be deemed
to be, for purposes of Section 365 (n) of the United States Bankruptcy Code
(the “Code”), licenses to rights to “intellectual property” as defined under
the Code. INI acknowledges that if it, as a debtor in 





EXECUTION VERSION


possession or a trustee in bankruptcy in a case under the Code, rejects
this Agreement, then Wave2Wave may elect to retain its rights under this
Agreement as provided in Section 365(n) of the Code. The Parties further agree
that, in the event of the commencement of any bankruptcy proceeding by or
against INI under the Code, Wave2Wave shall be entitled to retain all of such
rights under this Agreement in accordance with Section 365(n) of the Code. INI
agrees and acknowledges that enforcement by Wave2Wave of any rights under
Section 365(n) of the Code in connection with this Agreement shall not violate
the automatic stay of Section 362 of the Code and waives any right to object on
such basis.


Section 4. Ownership. With respect to Equipment for which
INI is the Financing Party, INI solely owns all rights, title and interest in
and to the Equipment installed, and reserves all rights thereto not expressly
granted under this Agreement. Title to such Equipment shall pass to Wave2Wave
upon payment in full to INI of the Purchase Amount in accordance with Article
V. Title to Equipment for which Wave2Wave is the Financing Party shall transfer
to Wave2Wave upon the payment by Wave2Wave of the applicable Quote.


ARTICLE V.

REVENUE SHARING


          Section 1.
The Parties shall share the revenue derived from this Agreement pursuant to the
following calculation:


          “Revenue
Share” = [***]


where, with respect to any building in the Territory “Gross Revenue”
means [***], “Baseline Revenue”
means [***], and “Expenses” means [***] A detailed description of applicable
Expenses, for purposes of this Section 1 shall be agreed between the Parties in
the five (5) year business plan agreed to by each Party’s respective Board of
Directors. With respect to buildings in which Equipment with respect to which
the Purchase Amount has not been recovered in full by the Financing Party: (i)
in the event that such Financing Party is INI, the Applicable Percentage for
purposes of calculating the Revenue Share payable by Wave2Wave to INI shall
equal [***] until such Purchase
Amount has been recovered by INI and (ii) in the event that such Financing
Party is Wave2Wave, the Applicable Percentage for purposes of calculating the
Revenue Share payable by Wave2Wave to INI shall equal [***] until such Purchase Amount has been
recovered by Wave2Wave. Following the recovery of the Purchase Amount by the
Financing Party with respect to any building, the Applicable Percentage shall
be equal to [***].


Section 2. Within thirty (30) days following the conclusion of any
calendar quarter, Wave2Wave shall remit to INI the Revenue Share, together with
an accounting, in 





EXECUTION VERSION


reasonable detail and consistent with generally accepted accounting
principles, setting forth information used to calculate the Revenue Share.


Section 3. INI shall have the right to audit Wave2Wave’s books and
records for the sole purpose of determining whether Wave2Wave has complied with
this ARTICLE V. If an audit reveals underpayment of fees due under this
Agreement, all such amounts will be promptly paid with interest at the
prevailing U.S. dollar prime rate accruing from the original due date. If any
such underpayment exceeds 5% of the revenue due to INI for the period audited,
Wave2Wave will also pay INI’s reasonable and actual costs of conducting the
audit. Any information disclosed to or developed by INI in connection with any
audit shall be the Confidential Information of Wave2Wave.


Section 4. Each Party, its Affiliates and sublicensees shall at all times
act in good faith and in a commercially reasonable manner (including, without
limitation, the use of generally accepted accounting principles, consistently
applied) and shall not intentionally or knowingly inappropriately or
inaccurately apportion amounts invoiced for the purpose or effect of
circumventing or depriving the other Party of any benefit due them under this
Agreement.


Section 5. As an additional inducement for INI to enter into this
Agreement, Wave2Wave will purchase from INI on the Effective Date, and INI
shall sell, transfer, convey, assign and deliver to Wave2Wave within one week
from the Effective Date, each subject to and pursuant to the terms and
conditions of a Subscription Agreement, substantially in the form of Exhibit C
attached hereto, [***] shares of
the common stock, par value $.01 per share (the “Common Stock”) of incNETWORKS,
Inc. at a price of [***] per
share, for a total payment of [***]
(the “Investment”).


ARTICLE VI.

REPRESENTATIONS AND WARRANTIES; INDEMNITIES


          Section 1. General Warranties. Each Party represents,
warrants and covenants to the other that:


                    a.
it is duly organized and validly existing and is in good standing under the
laws of its jurisdiction of organization and is qualified and in good standing
as a foreign corporation under the laws of any jurisdiction where the ownership
of its assets or the conduct of its business require such Party to be so
qualified;


                    b.
its execution, delivery, and performance of this Agreement has been duly
authorized by all appropriate organizational action on the part of such Party
and this Agreement constitutes the valid and binding obligation of such Party
enforceable against such Party in accordance with the terms of this Agreement;





EXECUTION VERSION


                    c.
neither the execution and delivery by such Party of this Agreement, nor the
consummation by such Party of the transactions contemplated hereby, nor
compliance by such Party with the provisions hereof, conflicts with or results
in a breach of any of the provisions of the organizational documents or by-laws
of such Party, or any amendments thereto, or any applicable law, judgment,
order, writ, injunction, decree, rule or regulation of any court,
administrative agency or other governmental authority, or of any agreement or
other instrument to which such Party is a party or by which it is bound, or
constitute a default under any provision thereof;


                    d.
no approval, authorization, consent, permission, or waiver to or from, or
notice, filing, or recording to or with, any person, entity or governmental
authority is necessary for the execution and performance of this Agreement;


                    e.
it has and shall maintain during the Term the proper licenses and rights to
perform its obligations hereunder;


                    f.
its personnel have and shall have the necessary experience, qualifications,
knowledge, competency and skill set to perform the obligations of such Party
pursuant to this Agreement;


                    g.
it is in compliance with all applicable local, city, state, federal and
international laws, rules and regulations including all environmental,
immigration, safety and health and labor and employment (including those
addressing discrimination, harassment and retaliation) laws, rules and
regulations, and shall remain in compliance during the Term of this Agreement;
and


                    h.
it shall instruct its personnel in any applicable safety standards and
protocols of which it is made aware, and shall follow all such standards and
protocols.


          Section 2. Territory Access Warranties. Wave2Wave
represents and warrants that it has secured access to the Territory and that it
will be able to meet its obligations under ARTICLE II. Section 2.e hereof as of
the Effective Date. In the event of any breach of this Warranty, Wave2Wave will
reimburse INI for any additional costs incurred by it in order to procure
access to a building in the Territory in order to perform the Joint Work under
this Agreement.


          Section 3. Equipment and Other Warranties.


                    a.
INI agrees to provide the 4G Service hereunder in accordance with established
industry standards, the service levels specified in the Standard Terms and
Conditions, and any additional requirements established jointly and in writing
by the Parties for a specific building within the Territory. The foregoing
extends to the Equipment’s performance as part of the 4G Service, and the
compatibility of the 





EXECUTION VERSION


Equipment, as part of the Service, with products, elements, or
components not supplied by INI but approved or recommended by INI for use in
connection with the 4G Service, including interfaces to equipment or systems
defined in any appendices hereto for which INI is responsible pursuant to this
Agreement.


                    b.
INI shall pass through to Wave2Wave any manufacturer warranties for Equipment
hardware or components and, to the extent necessary or to the extent that any
such manufacturer warranty prohibits such pass-through, assist Wave2Wave in the
pursuit of any claims or rights thereunder.


                    c.
In the event of any breach of the warranty set forth in this Section 3, INI
shall promptly repair or replace the defective or nonconforming Equipment or
otherwise cure any defects and deficiencies so that the Equipment, 4G Service
and Network Service Node shall perform in accordance with the requirements of
this Agreement.


                    d.
Notwithstanding the foregoing, INI shall have no liability pursuant to this
Section 3 for:


                         i.
damage caused by an event of Force Majeure other than to the extent that the
Equipment or component of the Service should have been able to withstand any
such Force Majeure event, in accordance with established industry standards; 


                         ii.
alterations by Wave2Wave and/or INI at Wave2Wave’s request against INI’s
written recommendations and inconsistent with this Agreement, excluding normal
maintenance or parameter changes; damage or deficiencies resulting from a
failure by Wave2Wave to comply with established industry standards; damage
resulting from the gross negligence or willful misconduct of Wave2Wave, or any
of its employees, agents or contractors (other than INI and its permitted
subcontractors); or performance or damages directly resulting from the failure
of equipment or software (or any related services) not provided by INI or any
of its permitted subcontractors (provided that INI has not contributed to such
failure or failed to comply with INI’s project management responsibilities
which contributed to such failure), provided that this shall not limit INI’s
obligations under the Standard Terms and Conditions.


          Section 4. Infringement Indemnity. INI will defend
and hold harmless Wave2Wave from any losses or expenses (including reasonable
legal fees) arising from any third-party action brought against Wave2Wave to
the extent based on a claim that the 4G Service or the 4G Technology infringes
any patent, copyright or other intellectual property right. Wave2Wave will
defend and hold harmless INI from any losses or expenses (including reasonable
legal fees) arising from any third-party action brought against INI to the
extent based on a claim that an add-on product, or other product 





EXECUTION VERSION


used in connection with Wave2Wave’s facilities and not provided,
recommended or approved by INI infringes any patent, copyright or other
intellectual property right. The Party entitled to indemnification hereunder
will (a) promptly notify the other Party in writing of the claim, (b) grant the
other Party sole control of the defense and settlement of the claim, and (c)
reasonably assist the other Party in defending the claim, at such other Party’s
expense.


          Section 5. Service Warranty.


                    a.
The Parties shall, subject to the terms and conditions hereof, perform their
obligations hereunder with reasonable care and in good faith, and in a manner
consistent with the procedures and practices that a prudent business person in
the industry would employ relating to services of the nature and character
provided hereunder, using a degree of skill and attention no less than that
which each Party customarily exercises with respect to customers or territory
not subject to this Agreement that they manage for others in accordance with
their existing practices and procedures.


                    b.
INI warrants that all services provided to Wave2Wave under this Agreement by
its personnel or permitted subcontractors will be provided in accordance with
standard industry practices. Wave2Wave will notify INI of any alleged breach of
this warranty within thirty (30) days of the performance of any such services.
In the event of a breach of this warranty, Wave2Wave’s sole and exclusive
remedy for such breach shall be for INI to repair or re-perform such services
without charge to Wave2Wave.


                    c.
Wave2Wave warrants that all services provided to customers using capacity on
the Network pursuant to this Agreement by its personnel or permitted
subcontractors will be performed in accordance with standard industry
practices.


          Section 6. Resources. INI represents and warrants
that it possesses sufficient monetary resources as of the Effective Date and
taking into account the Investment, to complete its obligations hereunder in
connection with the Lincoln Building project, and to operate for a reasonable
period of time thereafter.


          Section 7. Liability. Each Party shall be responsible
for, and hereby assumes, any and all risks of personal injury or property
damage attributable to the grossly negligent or willful acts or omissions,
during the Term of this Agreement, of such Party, its affiliates and their
respective directors, officers, employees and agents and for the activities
such Party is responsible for conducting under this Agreement. Each Party
agrees to indemnify and hold the other harmless with respect to such
liabilities.





EXECUTION VERSION


ARTICLE VII. GENERAL PROVISIONS


          Section 1. Applicable Law. This Agreement shall be
construed and enforced in accordance with, and governed by, the law of the
State of New Jersey. The Parties hereto exclusively submit to the exclusive
jurisdiction of the courts of the State of New Jersey to the extent required
for the litigation of any claim, dispute or difference that may arise
hereunder, and each Party hereby irrevocably consents that service of process
shall be valid if served in the manner and to the address set forth herein.


          Section 2. Expenses. Other than as set forth herein,
all expenses incurred by the Parties under this Agreement will be borne solely
and entirely by the Party which has incurred such expenses.


          Section 3. Forum for Resolving Disputes. Any claim or
controversy arising out of or related to a claimed violation or material breach
of this Agreement or any of the provisions herein shall be resolved by final
and binding arbitration administered by JAMS or another provider of arbitration
services in accordance with their current rules for resolving commercial
disputes. Notwithstanding the above, either Party shall also have the right to
seek equitable and injunctive relief in any New Jersey court of competent
jurisdiction in the event that a breach or threatened breach may give rise to





EXECUTION VERSION


irreparable injury to such Party which may not be adequately
compensated by monetary damages.


          Section 4.
OTHER THAN IN CONNECTION WITH A PARTY’S INDEMNIFICATION OBLIGATIONS OR A PARTY’S
BREACH OF ITS OBLIGATIONS PURSUANT TO THE NON DISCLOSURE AGREEMENT, NEITHER
PARTY SHALL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY SPECIAL,
INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT
LIMITED TO, LOST PROFITS ARISING OUT OF THIS AGREEMENT, EVEN IF THE PARTIES
HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. OTHER THAN IN CONNECTION
WITH A PARTY’S INDEMNIFICATION OBLIGATIONS OR A PARTY’S BREACH OF ITS
OBLIGATIONS PURSUANT TO THE NON DISCLOSURE AGREEMENT, NOTWITHSTANDING ANYTHING
CONTAINED HEREIN TO THE CONTRARY, THE MAXIMUM EXTENT OF EACH PARTY’S LIABILITY
TO THE OTHER HEREUNDER, SHALL NOT, UNDER ANY CIRCUMSTANCES EXCEED THE AGGREGATE
FEES ACTUALLY PAID BY WAVE2WAVE TO INI IN CONNECTION WITH THE BUILDING ACTUALLY
GIVING RISE TO SUCH LIABILITY.


          Section 5. Subcontracting/Assignment. Neither Party
shall subcontract or delegate any of its responsibilities hereunder to any
other party without the prior written consent of the other Party, which consent
shall not be unreasonably withheld or delayed. Either Party may only assign
this Agreement in its entirety, upon written notice to the other Party: (i) to
an affiliated company; or (ii) to an unaffiliated company pursuant to a sale,
merger or other consolidation of the other Party or any of its applicable
operating division and covenants that this Agreement shall be assigned in the
event of any such sale, merger or other consolidation. Any assignment other
than as described above shall be null and void.


          Section 6. Attachments. All attachments to this
Agreement shall be deemed a part of this Agreement and incorporated herein by
reference.


          Section 7. Amendment. This Agreement may not be
modified or amended or any term or provision hereof waived or discharged except
in a physical writing (e.g., no e-mail) signed by the Parties.


          Section 8. Waiver. The waiver by one Party of a
breach of any provision of this Agreement by the other shall not operate or be
construed as a waiver of any subsequent breach.


          Section 9. Construction. The headings of contained in
this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning thereof. Words importing the singular include the
plural, words importing any gender





EXECUTION VERSION


include every gender and words importing persons include entities,
corporate and otherwise; and (in each case) vice versa. Whenever the terms
“including” or “include” are used in this Agreement in connection with a single
item or a list of items within a particular classification (whether or not the
term is followed by the phrase “but not limited to” or words of similar effect)
that reference shall be interpreted to be illustrative only, and shall not be
interpreted as a limitation on, or an exclusive enumeration of the items within
such classification.


          Section 10.
Independent Parties. INI and
Wave2Wave are independent parties. Nothing in this Agreement will be construed
to make either Party an agent, employee, franchisee, joint venturer or legal
representative of the other Party. Neither Party will have, nor represent
itself to have, any authority to bind the other Party or act on its behalf.


          Section 11.
Severability. If for any reason
any provision of this Agreement becomes unenforceable, other than as a result
of a breach or default by a Party that provision of the Agreement will be
enforced to the maximum extent permissible and the other provisions of this
Agreement will remain in full force and effect.


          Section 12.
Notices. All notices required or
permitted under this Agreement will be in writing and will be deemed given when
personally delivered or three business days after being mailed by U.S.
certified mail, first class, postage prepaid (or by reputable courier service
with package tracking ability, such as Fed Ex, UPS, DHL, etc.), to such Party
at the address set forth in the first paragraph of this Agreement. Each Party
may change such address by notice to the other Party in compliance with this Section.


          Section 13.
Force Majeure. Neither Party will
be responsible for any failure or delay in its performance under this Agreement
due to causes beyond its reasonable control, including but not limited to,
labor disputes, strikes, lockouts, shortages of or inability to obtain labor,
energy, raw materials or supplies, war, riot, act of God or governmental
action.


          Section 14.
Counterparts. This Agreement may
be executed in any number of counterparts, each of which shall be deemed an original
but all of which taken together shall constitute one and the same instrument.





EXECUTION VERSION


IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
day and year first above written.


	
  

 	
  

 
	
 incNETWORKS,
 Inc.

 	
 WAVE2WAVE
 COMMUNICATIONS, INC.

 
	
  

 	
  

 
	
 By: /s/ Jesse E.
 Russell

 	
 By: /s/ Steven
 Asman

 
	
 Print Name: Jesse
 E. Russell

 	
 Print Name: Steven
 Asman

 
	
 Title: CEO

 	
 Title: President

 



* We have
requested confidential treatment of certain provisions contained in this
exhibit. The copy filed as an exhibit omits the information subject to the
confidentiality request.* 








   

   

   

  EXHIBIT A 

   

   

   

  


  












  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  













  
  










  EXHIBIT B

 

 

 

 

 

 












  MUTUAL NON DISCLOSURE AGREEMENT


  This Confidentiality Agreement (the "Agreement")
is made as of this 26th day of June, 200e, by and between incNETWORKS, Inc ,
a New Jersey corporation having a place of business at 198 Brighton Ave., Long
Branch, New  Jersey 07740 (the 'Company") and Wave2Wave, a =emotion
having a place of business at 433 Hackensack Ave, Hackensack,
NY 07601 (the "Other Party"),


  WHEREAS, the Company and the Other Party wish to exchange certain confidential technical and product information to determine whether
to enter into a business relationship;

 NOW, THEREFORE, in consideration
    of the premises and the mutual covenants herein contained, the parties, intending to be
  legality bounce hereby agree as follows: 


  1, Confidential Information Defined. For
  the purposes of this Agreement, Confidential Information (the "Confidential Information")
  shall mean all information, whether In written, recorded, graphical or other
  tangible form, which is (a) marked
  or designated "Confidential" or "Proprietary" by the
disclosing party ("Discloser"), or
(b) is orally stated by the Discloser to be confidential at the time of disclosure,
and confirmed by the Discloser as Confidential Information in writing to the
receiving party ("Recipient") within thirty (30) days of its initial disclosure
to the Recipient. Confidential Information shall not include: 


  (a) information
which is in the public domain as of the data of this Agreement, (b) information
which becomes part of the public domain subsequent to the date of this Agreement
through no fault of the Recipient or its directors, officers, employees,
representatives or agents (including its accountants and  attorneys); (c) information
which becomes available to the Recipient from a source other than the Discloser
or their agents; 


  (d) information
which is required to be disclosed by the Recipient by order of a United States
governmental agency, legislative body or court  of competent Jurisdiction, provided
the Recipient uses reasonable efforts to limit disclosure and to obtain confidential
treatment or a protective order, at the Disclosee’s expense, has allowed
the Discloser to participate in the proceeding.


  (e) information which is in the possession of
the Recipient at the time of disclosure:

or


  (f) Information which is developed by the Recipient
independently from and without access to the Confidential information of the Discloser, as evidenced by prior written records or other evidence in the possession of the Recipient. 













  2, Use
of Confidential Information. Ail Confidential
Information provided by the Discloser to the Recipient shall be kept in Strict
 confidence by the Recipient and its directors, officers, employees, consultants,
representatives and agents (Including accountants and attorneys) as weft as employees,
contractors or consultants of the Recipient's affiliates, who agree in writing
to  be bound to a non-disclosure agreement having terms no
less restrictive than the terms set forth herein in order to safeguard the confidences
of the Discloser, for a  period of three (3) years from the date hereof. 'Strict
Confidence" shall be understood to mean that the Confidential Information shall
not be revealed, disclosed or used for any purpose other than to evaluate the
technology and products of the  Discloser; that the Confidential Information
shall not be revealed or disclosed by the Recipient (and its directors, officers,
employees, consultants, representatives and agents) 10 any other entity not listed
in the first sentence of this clause;  and that the Recipient shall limit access
to the Confidential information to those persons who need to know such information
for the purpose of evaluating the technology and products of the Discloser, The
Recipient further represents that the  Confidential Information will not be used
in any manner, nor wilt the Recipient permit the Confidential Information to
be used in any manner, that, to it's knowledge is detrimental to the business
or the prospects of the Discloser. The Recipient  further acknowledges that it
is, and shall remain, fully responsible to the Discloser for any use of Confidential
Information by any Person who receives it on the Disclosee behalf for any reason,
in all respects as though the Recipient itself  had made
use of such Confidential Information.


  3. Relationship of Parties. Nothing contained in this Agreement shall be construed as
granting or conferring any rights or licenses in the technology or products of the Discloser to the Recipient or to creating any other relationship of the Discloser or the Recipient by the transmission of the Confidential Information. Nothing in
this Agreement shall obligate the Discloser or the Recipient in any manner with respect to the consummation of any business transaction contemplated between the parties. 


  4. Confidential Information. All Confidential Information shall remain the property
  of the Discloser. Upon request by the Discloser, the Recipient shall return alt Confidential
Information provided to it, including any and all copies thereof relating to all Confidential Information. 


  5. Export Control. No technical or product information furnished the Discloser to
  the Recipient hereunder is intended
  to or will be exported or re-exported by the Recipient, directly or indirectly,
  to any destination restricted or prohibited by export control regulations of
  the United States and the United States Export Administration Regulations,
  without authorization from the appropriate United States governmental
authorities. 


  6. No Warranty. All
  Confidential Information is provided "AS IS" and without airy
warranty, express, implied or otherwise, regarding such Confidential Information’s
accuracy or performance. 


  7. Miscellaneous.


  (a) Governing
law. This Agreement and all matters
or issued collateral thereto shall be governed by and construed and enforced
in  accordance with the laws 
  of the state at New Jersey without regard to conflict
of laws. The Discloser and the Recipient












  expressly submit to the exclusive jurisdiction
  of the United States District Court, District of New Jersey to the extent required
  of any claim, dispute or difference that may arise hereunder. The Discloser
  and the Recipient each hereby irrevocably and unconditionally waives, to the
  fullest extent permitted by law, any objection to venue in the United States
  District, District of New Jersey and hereby further irrevocable and unconditionally
  waives and agrees not to plead or claim that such action, suit or proceeding
  brought in any such court has been brought in an inconvenient forum. In the
  event of the breach by the Recipient of the terms and conditions of the restrictive
  covenants contained in Paragraph 2 of the Agreement, then the Discloser shall
  be entitled, if it $o elects, to institute proceedings to obtain equitable
  or injunctive relief restraining violations by the Recipient of the restrictive
covenants, in addition to seeking any other remedies allowed by law. 


  (b) Entire Agreement. This Agreement sets forth the entire agreement between the parties
and supersedes and merges all prior discussions and agreements between them with respect to the subject matter hereof and the transactions contemplated hereby, and
may not be changed, amended or modified. in whole or in part. except by an Instrument in writing, signed by both parties on or after the data hereof. 


  (c) Headings. The
  headings used in this Agreement are listed for convenience of reference only
  and shall not in any manner limit or affect the interpretation or construction
of this Agreement or any at its provisions. 


  (0) Waiver; Severability. The failure of either party to require the performance of any terms or conditions of this Agreement or the
waiver by either party or any breath under this
Agreement shall not prevent a subsequent enforcement of Such term, nor be deemed a waiver of any subsequent breach. All remedies,
rights, undertakings, obligations and agreements contained herein shall be cumulative
and none shall be in limitation of any other remedy, right, undertaking;
obligation or agreement of any party hereto. Should any one or more sections,
provisions, terms or conditions of this Agreement be held to be illegal or unenforceable,
all other section&
provisions, terms and conditions shall remain fully effective and enforceable,
and such offending section, provision, term or condition shall be deemed modified
to the extent necessary to make it enforceable, 

(e) Assignment Benefit. Neither party 'may assign
  or transfer this Agreement or such party's rights or obligations under this Agreement
  without first obtaining the other parties' prior written consent. Such consent
  shall not be withheld without good and reasonable cause if either party seeks
  to assign Its rights and delegate its obligations to any entity that succeed;
  to its respective business interests related to this Agreement through merger,
  consolidation or sale. This Agreement is intended to benefit and shall be binding
  on the parties hereto and their respective successors and permitted assigns. 












  (f) Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, and alt of which taken together shall constitute one and the same agreement.


  (g) Territory; Survival. This Agreement terminates one (1) year from the date hereof,
unless terminated earlier by either party upon written notice provided however that:the rights and obligations of the Recipient under paragraphs 112,4
end '6 of this Agreement with respect to the use of Confidential Information
shall remain in effect for three (3) years from the date of disclosure of the
Confidential Information and proprietary information, notwithstanding the earlier
termination of this Agreement. 


  IN WITNESS THEREOF, the undersigned parties
  have executed this Agreement on the date specified above.

	
    incNetworks, Inc. 
    	   	
    Wave2Wave Communications, Inc. 
    
	
    /s/ Jesse Russell 
    	   	
    /s/ Eric Mann 
    
	
    Jesse Russell 
    	   	
    Eric Mann 
    
	
    Title: Chairman and Chief Executive Officer 
    	   	
    Title: Chief Financial Officer
    

	
    Date: 07/15/06 
    	   	
    Date: 07/14/06 
    















   

 

 

 

 

 

EXHIBIT C

 

 

 

 

 

 












  incNETWORKS Inc. 

  

  SUBSCRIPTION AGREEMENT


  incNETWORKS Inc. 

  198 Brighton Ave. 

  Long Branch, NJ 07740 Attn: CEO

	Name & Address:	 
	 	 
	 	 



  This letter shall confirm the agreement (the "Agreement")
  between incNETWORKS Inc., a Delaware corporation (the "Company"), and the signatory
  below (the "Investor")
  with respect to the offering by the Company and the purchase by the Investor
  of a total of
_______________
Common Shares (the "Shares") of the Company at a subscription price of $[__]
per share, for an aggregate purchase price payable of $
_____________

  


  In connection with the purchase of the Shares, the Investor hereby represents, warrants, covenants and agrees with the Company that at the time of such offer and purchase and as of the date of this letter: 


  1. The Investor, if an individual, is over the age of twenty-one (21) years. 


  2. The Investor, if an individual, is a citizen
  or permanent resident of the following country
  and state or the Investor, if a trust, company, corporation or partnership,
  is formed or incorporated under the laws of the following country (for the
  purposes herein, the "United States" is defined
  to include its territories and possessions, any State of the United States
of America, and the District of Columbia):  

	 	 
	(Insert State and/or Country)	 



  3. The Investor has also received a copy of
  the Company's Business Plan and is familiar with the business and affairs of
  the Company (the "Business Plan"). The Investor understands that the Company
  is a development stage business. The Investor understands the risks of investment
in such a business. 


  4. The Investor (or in the case of a corporation, partnership, trust or other entity, the authorized person representing such entity) has carefully read through and is familiar with the Business Plan, access to which has
preceded the execution of this Agreement by the Investor. The Investor acknowledges that the 


  1













  Business Plan contains forward looking information
  regarding the Company and its operations. When used in the Business Plan, oral
  or written statements made by the Company, including information and statements
  included in the Company's projections, the words or phrases "believes," "will likely result," "expects," "intends," "will continue," "is anticipated," "estimates," "projects," "plans," and similar expressions are intended to identify "forward looking statements"
within the meaning of Private Securities Litigation Reform Act of 1995. A forward
looking statement is not historical fact and whether the statements come true
is subject to risks and uncertainties. Potential investors are cautioned not
to put undue reliance on forward looking statements such as projections. In light
of the significant uncertainties inherent in forward looking statements, the
inclusion of any such statement or projections in the Business Plan should not
be regarded as a representation by the Company or any other person that the objectives
or plans of the Company will be achieved or that the Company will ever achieve
its objectives. 


  5. The Investor acknowledges that the Company has made available and continues to make available to the Investor the opportunity to ask questions of and receive answers from the President of the Company and other persons
acting on their behalf concerning the terms and conditions of the offer to the Investor of the Shares, and to obtain any additional information concerning the Company to the extent that the President and others possess such information concerning
the Company or can acquire it without unreasonable effort or expense so that the Investor can verify the accuracy of the information contained in the Plan and/or given to the Investor at, or prior to, the time of the offer and purchase of the
Shares. 


  6. The Investor (or, in the case of a corporation, partnership, trust or other entity, the authorized person representing such entity) has sufficient knowledge and experience in financial and business matters so as to be
capable of evaluating the merits and risks of investments generally and of the investment in the Shares in particular and the Investor hereby represents and warrants to the Company that HE, SHE OR IT IS ABLE TO BEAR THE ECONOMIC RISK OF THIS
INVESTMENT WITH THE FULL UNDERSTANDING THAT THE INVESTOR CAN LOSE HIS, HER OR ITS ENTIRE INVESTMENT; AND THAT THE INVESTOR CAN LOSE HIS, HER OR ITS ENTIRE INVESTMENT IN THE SHARES WITHOUT PRODUCING A MATERIAL ADVERSE CHANGE IN HIS, HER OR ITS
STANDARD OF LIVING AS OF THE DATE HEREOF. 


  7. The Investor is acquiring the Shares solely for the Investor's account and for investment and the Investor has no plan, intention, contract, understanding, or agreement, directly or indirectly, to sell, assign, pledge,
hypothecate or otherwise transfer to any person the Shares or any part thereof. The Investor 


  2













  does not have any reason to anticipate any change in his, her or its circumstances or other particular occasion or event that would cause him, her or it to sell the Shares. 


  8. The Investor understands that the Shares
  have not been registered under the United States Securities Act of 1933, as
  amended (the "1933 Act"), any state of the United States, or any other law.
  The Shares will be offered and sold in reliance on an exemption from the registration
  requirements of the applicable United States securities laws. The Investor
  understands that no registration statement has been filed with the United States
  Securities and Exchange Commission nor with any other regulatory authority
  and that, as a result, any benefit which might normally accrue to a holder
  such as the Investor by an impartial review of such a registration statement
  by the Securities and Exchange Commission or other regulatory authority will
not be forthcoming. 


  9. The undersigned (sometimes referred to
  herein as the "Investor") hereby represents and warrants to the Company that the Investor is an "accredited investor" inasmuch
as the Investor is: 


  (Please check all applicable descriptions)


  _____
  A bank or savings and loan association, as defined in the Securities Act of
  1933, as amended (the "Securities Act"), whether acting in its individual or
fiduciary capacity. 


  _____
  A broker or dealer registered pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). 


  _____ An insurance company, as defined in the Securities Act. 


  _____ An investment company registered under
  the Investment Company Act of 1940.


  ____ A business development company, as defined in the Investment Company Act of 1940. 


  ____ A Small Business Investment Company licensed by the U.S. Small Business Administration. 


  ____ A plan established and maintained by
  a state, its political subdivisions, or an agency or instrumentality of a state
  or its political subdivisions for the benefit of its employees, if such plan
has total assets in excess of $5,000,000. 


  ____ An employee benefit plan within the meaning
  of Title I of the Employment Retirement Income Security Act of 1974 ("ERISA"),
if the investment decision with 


  3













  respect to this investment is made by a plan
  fiduciary, as defined in ERISA, which is either a bank, insurance company,
  or registered investment advisor, or if the employee benefit plan has total
  assets in excess of
$5,000,000. 


  ___ A private business development company, as defined in the Investment Advisors Act of 1940. 


  ___ A tax exempt organization defined in Section
  501(c)(3) of the Internal Revenue Code, or a corporation, Massachusetts or
  similar business trust, or partnership, not formed for the specific purpose
of acquiring the Class B Units, with total assets in excess of $5,000,000. 


  ___ A manager or executive officer of the
Company.


  ___ A natural person whose individual net
worth (or joint net worth with that person's spouse) exceeds $1,000,000. 


  ___ A natural person who had an individual
  income in excess of $200,000 in each of the two most recent years, or joint income with that person's spouse in excess of $300,000
  in each of those years, and who reasonably expects to reach the same income
level in the current year. 


  ___ A trust, with total assets in excess of $5,000,000,
  not formed for the specific purpose of acquiring the securities offered, whose
  purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii)
under the Securities Act. 


  ___ An entity all the equity owners of which can respond affirmatively to at least one of the preceding paragraphs. 


  ___ None of the above. .


  10. The Investor acknowledges that the Investor
  must bear the economic risk of this investment for an indefinite period unless
  the Shares are registered or an exemption from registration requirements of
  the 1933 Act is available. The Investor acknowledges that there can be no assurance
  that such a public offering will ever be conducted or an active trading market
  ever develop and that the Company has not made any representation or warranty
  in this regard. The Investor understands that the Shares cannot be sold unless
  such sale is registered under the 1933 Act and applicable state securities
  laws or exemptions from such registrations are available. In this connection,
  the Investor understands that the Shares are a "restricted security" under
  the 1933 Act and that the Shares may not be transferred by the Investor to
  any person without the prior written consent of the Company, which consent
  of the Company will require an opinion of the legal counsel of the Investor
  to the effect that, in the event the Shares are not registered under the 1933
Act, any 


  4













  proposed transfer is entitled to an exemption from the registration provisions of the 1933 Act. 


  To this end, the Investor acknowledges that a notation indicating that the Shares are subject to restrictions on transfer shall be made in the stock register of the Company and if the Company should, in the future, appoint a
stock transfer agent for the Company, that appropriate stop transfer instructions will be issued to such stock transfer with respect to the Shares. 


  The Investor also acknowledges that a legend to the following effect will be placed upon the share certificate(s) representing ownership of the Shares: 


  The shares represented by this Certificate have not been registered or qualified under the securities laws of the United States or any state of the United States. The shares represented by this certificate may not
be offered for sale, sold, pledged or otherwise transferred unless so registered or qualified or unless an exemption exists, the availability of which is to be established to the satisfaction of the Company and its counsel. 


  The Investor understands that the foregoing legend on the share certificate for the Shares limits its value, including its value as collateral. 


  11. All notices, requests, demands, or other communications hereunder shall be in writing and shall be deemed to have been duly given to any party (a) when delivered personally (by courier service or otherwise); (b) when
delivered by registered or certified mail, return receipt requested; or (c) five days after being mailed by first class mail, postage prepaid: 


  (a) if to the Company, to it at:

  

  incNETWORKS Inc. 

  198 Brighton Ave. 

  Long Branch, NJ 07740 Attn: President 


  (b) if to the Investor, to the Investor at:
  The address set forth below by the Investor.


  12. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Nothing in this letter, express or implied, is intended or shall be construed to give any
person other than the parties to this letter or their respective successors or assigns any 


  5













  legal or equitable right, remedy or claim under or in respect of any agreement or provision contained herein. 


  13. This Agreement may not be amended without the written instrument executed by the Company and the Investor hereunder. This Agreement may not be assigned by either the Company or the Purchaser without the prior written
consent of the other party. 


  14. This Agreement shall be governed by and construed in accordance with the law of the State of New Jersey. 


  The subscription made by this Agreement is subject to acceptance by the Company at its sole discretion, which acceptance shall be evidenced by the Company's signing and delivering to the Investor at the address set forth
below a fully-executed counterpart of this Agreement. In the event the Company shall reject the subscription, the purchase price for the Shares shall be refunded promptly to the Investor without interest thereon or deduction therefrom. 


  [THIS SPACE INTENTIONALLY BLANK]


  6












	
    THE INVESTOR     
	 
	
    Dated this
    ______
    day of ______    , 2006:     






  If the investor is an individual or individuals:

	
    INVESTOR:     	   	
    CO-INVESTOR (IF ANY):     
	 	 	 
	 	 	 
	
    Signature 
    	   	
    Signature 
    
	 	 	 
	
    Print Name 
    	   	
    Print Name 
    
	 	 	 
	
    Print Address 
    	   	
    Print Address 
    
	 	 	 
	
    Social Security Number 
    	   	
    Social Security Number 
    






  If the Investor is a corporation, partnership or trust:

	 	 	 
	
    Name of Entity 
    	   	   
	 	 	 
	
    By: 
    	   	   
	
    Signature of Authorized Person 
    	   	   
	 	 	 
	
    Title of Authorized Person 
    	   	
    Federal Tax Identification No.(if applicable) 
    
	 	 	 
	
    THE COMPANY     	   	   






  Accepted this____ day of
  _______
2006: 


  incNETWORKS Inc., a Delaware Corporation  

	By:	 
	Jesse E. Russell CEO







  7