Service Proposal Apache Corporation and Verdisys, Inc.



 Exhibit 10.6 
  
 SERVICE PROPOSAL 
 APACHE CORPORATION and VERDISYS, INC. 
 May 26, 2005 
  
 Presented to Greg Ostendorf 
 Director, IT and E-Business 
  
 Scope of
project 
  
 Apache Corporation (“Apache”) is engaging Verdisys,
Inc. (“Verdisys”) to continue to provide a high-speed satellite connection to forty sites in the domestic United States (the “Sites”). Service includes collocation fees and additional channel fees to provide access from the
Network Operations Centers located in McLean, Virginia. 
  
 1.0 Term of
Contract and Bandwidth Services 
  
 Bandwidth services (“Services”)
will be billed quarterly at the monthly fee depicted below. The term of the Service is 24 months. Contract is cancelable any time within the initial 30 days of the contract, or by June 30, 2005, in its entirety. After the initial 30 days service is
committed for the balance of the 24 month period. Monthly bandwidth services are invoiced quarterly in advance once a site is installed and Service commissioned. The initial month and subsequent two month period will be billed separately. Subsequent
billings will be quarterly in advance. This service is the same as the existing service that Verdisys provides for Apache’s current sites. Based upon the redundant network operations centers we are able to offer 99.9 per cent up time for the
service. 
  

						
	 BANDWIDTH PRICING

	  	 BANDWIDTH

	  	Service Monthly Fee


	 25 VSAT Units**
	  	128Kbps/512Kbps	  	$	4,000
	 Additional 15 VSAT Units
	  	128Kbps/512Kbps	  	$	2,400
	 Collocation Fees**
	  	 	  	$	3,400
	 Additional Back Channel**
	  	 	  	$	3,000



	*	Service billed quarterly after initial 30 day and two month billings. 


	**	Charges commence June 1, 2005 for a period of 24 months, cancelable any time within the initial 30 day period. Collocation Fees and Additional Back Channel can be eliminated prior
to the end of the 24 month period. 


	***	Additional 15 sites commences August 1, 2005. 

  

 14550 Torrey Chase Blvd., Suite 330 • Houston, TX 77014 • 281.453.2888 FAX 281.453.2899









 2.0 Responsibilities of Parties 
  
 2.1 Verdisys support 
  
 Verdisys will provide support for the satellite return systems and the basic connectivity, to the point of connection to Apache computer, server, port, hub or VPN router.

  
 2.2 APACHE support 
  
 Apache is responsible for integration and interconnection of Verdisys products and services
with Apache internal networks. Apache will also provide First Level Help Desk services. 
  
 2.3 Method of Payment 
  
 Apache Purchase Order. Payment due
within thirty (30) days after receipt of invoice. 
  
 2.4 Billing Address

  
 Apache Corporation 
  
 2000 Post Oak Boulevard 
  
 Suite 100 
  
 Houston, TX 77056 
  
 3.0 Warranties and Limitations 
  
 3.1
Terms and Conditions 
  
 Except as outlined in section 4.3 below, all
warranties related to Verdisys hardware and Verdisys services are contained in the separate “Service Level Agreement” (SLA) and “Terms and Conditions” documents included with the original Contract. 
  
 3.2 Performance 
  
 This is a shared network infrastructure and subject to the effects of peak traffic usage. In the event of very high usage you will see some
degradation of average throughput. See SLA for network performance outline. 
  
 3.3 Indemnity 
  
 Verdisys, at its own expense, shall indemnify,
release and hold harmless Apache, its subsidiaries, affiliates or assignees, and their directors, officers, employees and agents and defend any action brought against same with respect to any claim, demand, cause of action, debt, loss or liability,
including attorneys’ fees and court costs, to the extent that it 
  

 14550 Torrey Chase Blvd., Suite 330 • Houston, TX 77014 • 281.453.2888 FAX 281.453.2899









 is based upon a claim that the equipment used Products or Services provided hereunder infringes or violates any patents,
copyrights, trade secrets, licenses, or other property rights of any third party. Apache may, at its own expense, assist in such defense if it so chooses, provided that as long as Verdisys can demonstrate sufficient financial resources, Verdisys
shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind Apache shall not be final without Apache’s written consent, which shall not be unreasonably
withheld. Apache shall promptly provide Verdisys with written notice of any claim which Apache believes falls within the scope of this paragraph. 
  
 4.7 Governing Law 
  
 This Contract shall be governed by and construed under the laws of the State of Texas. 
  
 4.8 Assignment 
  
 Either party may assign its rights under this contract with the prior written notice to the other party or this Contract is binding upon the parties and their successors and assigns. 
  

							
	Apache Corporation	 	Verdisys, Inc
	2000 Post Oak Boulevard	 	14550 Torrey Chase Blvd.
	Suite 100	 	Suite 330
	Houston, TX 77056	 	Houston, TX 77014
		
	Apache Corporation	 	Verdisys, Inc.
				
	By:	 	 Greg Ostendorf

	 	By:	 	 John O’Keefe


	Signature:	 	 /s/ Greg Ostendorf

	 	Signature:	 	 /s/ John O’Keefe


	Date:	 	5/31/05	 	Date:	 	6-6-05

  

 14550 Torrey Chase Blvd., Suite 330 • Houston, TX 77014 • 281.453.2888 FAX 281.453.2899