EXHIBIT 10.15

                         Terms and Conditions of Service

PLEASE READ THIS  DOCUMENT  CAREFULLY!  IT CONTAINS VERY  IMPORTANT  INFORMATION
ABOUT YOUR RIGHTS AND  OBLIGATIONS,  AS WELL AS LIMITATIONS  AND EXCLUSIONS THAT
MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE.

This Agreement  contains the terms and conditions that apply to you ("Customer",
"your" or "you") on your purchase from "MidNet", "our" or "we", which is either,
as  indicated  on the Location  Order Form:  (A) MidNet  Canada Inc., a Canadian
corporation;  or (B) MidNet USA Inc., a Nevada corporation,  for products and/or
services  and support  sold in Canada  and/or the United  States of America.  By
accepting  delivery of the products and/or the services and support described on
the  invoice,  Customer  accepts  and  agrees  to be bound by  these  terms  and
conditions.

THESE  TERMS AND  CONDITIONS  APPLY  UNLESS THE  CUSTOMER  HAS SIGNED A SEPARATE
AGREEMENT WITH MIDNET, IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN.

These terms and conditions are subject to change without prior written notice at
any time, in MidNet's sole discretion.

1.    OTHER  DOCUMENTS.  Other than as  specifically  provided in any  separate,
      formal agreement  between Customer and MidNet,  these terms and conditions
      may NOT be altered or  amended  by the use of any other  document(s).  Any
      attempt to alter or amend this  document or to enter an order for services
      and support that are subject to altered terms and conditions  will be null
      and void, unless otherwise agreed to in a written agreement signed by both
      Customer and MidNet.

2.    DEFINITIONS.  The  following  capitalized  terms shall have the  following
      meaning when used in this Agreement:

2.1.  "AGREEMENT" means this agreement between Customer and either (as indicated
      on  the  Location  Order  Form):   (A)  MidNet  Canada  Inc.,  a  Canadian
      corporation,  for products and/or services and support sold in Canada;  or
      (B) MidNet USA Inc., a Nevada  corporation,  for products  and/or services
      and support sold in the United States of America.

2.2.  "SERVICE" means the ability to make and maintain a connection  between two
      or more Network End Points.

2.3.  "NETWORK  END POINT"  means the port or device  through  which the Network
      connection can be made.

2.4.  "NETWORK" means the  telecommunications  network provided by MidNet and/or
      the  telecommunications  network whose configuration is: (A) controlled by
      MidNet; or (B) controlled by MidNet software.

2.5.  "SERVICE  REQUEST FORM" means the  application  form which  identifies the
      location(s)  where  Customer  wishes to obtain  Service from  MidNet,  the
      type(s)  of network  connection(s)  desired  at these  locations,  and the
      approximate data volume and/or usage pattern Customer  forecasts for these
      locations.

2.6.  "LOCATION ORDER FORM" means the document that Customer signs to enter into
      a binding  contract  with MidNet for  establishing  or using a Network End
      Point at a specific  location.  The Location Order Form  incorporates  the
      terms and conditions of this Agreement by reference and specifies the type
      of network services MidNet wishes to provide to Customer at this location,
      any    applicable    recurring,    nonrecurring,    usage   based   and/or
      underutilization charges for Service, any minimum commitments, the Service
      Term and early termination fees, if applicable.

2.7.  "EFFECTIVE  DATE" means the later of: (A) the date of reference  indicated
      by Customer on the Location Order Form; or (B) the date  Customer's  order
      is accepted by MidNet.

2.8.  "SERVICE  TERM"  means  the  duration  of time for which  the  Service  is
      ordered, as specified in the Location Order Form, and measured as starting
      on the Service Activation Date.

2.9.  "SERVICE  ACTIVATION  NOTICE"  means the notice  that  MidNet  delivers to
      Customer  advising  Customer that the Network End Point has been installed
      or has been  activated  and/or  that  the  Service  is ready to use,  thus
      commencing the Acceptance PERIOD.

2.10. "ACCEPTANCE PERIOD" means a period of forty-eight (48) hours that Customer
      shall have upon receiving the Service  Activation  Notice, to confirm that
      the Service has been installed in accordance  with the Location Order Form
      and is properly functioning and, for Customer's internal testing purposes.
      If a statutory  holiday falls within the forty-eight (48) hours Acceptance
      Period at the  Network End Point to which the  Service  Activation  Notice
      applies, the Acceptance Period shall be extended by twenty-four (24) hours
      for each of these statutory  holidays.  Unless Customer  delivers  written
      notice to MidNet  within the  Acceptance  Period  that the  Service is not
      installed in accordance  with the Location  Order Form or not  functioning
      properly, billing shall commence on the Service Activation Date.

2.11. "SERVICE  ACTIVATION DATE" means the earliest  occurrence of: (A) the date
      upon which  Customer  acknowledges  in writing  that the  Service has been
      installed and is functioning properly; or (B) the date which is at the end
      of the  Acceptance  Period;  or (C) the date  Customer  begins  using  the
      Service.

2.12. "CONFIDENTIAL   INFORMATION"  means  a  disclosing  party's   proprietary,
      nonpublic  information,   in  whatever  form  and  regardless  of  whether
      specifically indicated as "confidential".  It includes all information and
      know-how  received  hereunder  or that the other party has  identified  as
      being  proprietary  and/or  confidential  or that,  by the  nature  of the
      circumstances surrounding the disclosure,  should in good faith be treated
      as  proprietary  and/or  confidential.  It also includes the terms of this
      Agreement and the information  provided in the Service Request Form and/or
      the Location Order Form. It does not include information lawfully received
      from third parties without  confidentiality  obligations to the disclosing
      party,  information  in the public domain other than by act or omission of
      the receiving party,  information  that is independently  developed by the
      receiving party without violation of this Agreement, or that the receiving
      party had  available to it in writing on a  non-confidential  basis before
      disclosure hereunder.

3.    QUOTES;  ORDERS;  CREDIT  APPROVAL;   SECURITY  DEPOSITS;  PAYMENT  TERMS;
      INTEREST. MidNet uses the Confidential Information provided in the Service
      Request Form and otherwise for preparing a quote for providing  Service to
      Customer at one or more Network End Points. Any quotations given by MidNet
      will be valid for the  period  stated on the  quotation.  By  signing  the
      Location Order Form and/or using the Service,  Customer  accepts the terms
      and  conditions  of this  Agreement  and  agrees  to pay  MidNet  for said
      Service.  Upon  MidNet's  acceptance  of the  order,  MidNet  installs  or
      activates  a  Network  End  Point  and  delivers  to  Customer  a  Service
      Activation Notice, thus commencing the Acceptance Period that leads to the
      Service  Activation  Date and the  beginning of the Service  Term.  Orders
      based  on the  Location  Order  Form are not  binding  upon  MidNet  until
      accepted  by MidNet.  MidNet  may  invoice  parts of an order  separately.
      MidNet  bills in advance for Service to be  provided  during the  upcoming
      month, except for charges which are dependent upon usage of Service, which
      are  billed  in  arrears.  Terms  of  payment  are  within  MidNet's  sole
      discretion,  and unless otherwise agreed to by MidNet in writing,  payment
      must be  received  by MidNet  prior to  MidNet's  acceptance  of an order.
      Payment for  products and services and support may be made by credit card,
      wire  transfer,  or some other  prearranged  payment  method unless credit
      terms have been agreed to by MidNet.  MidNet reserves the right to examine
      the credit  record of  Customer  and to  require a  security  deposit as a
      precondition to delivering or continuing the Service. If credit terms have
      been agreed to by MidNet,  invoices will be delivered  monthly and are due
      and  payable  within  thirty  (30)  days  after  the date of the  invoice.
      Customer  agrees to pay  interest on all amounts past due at a rate of one
      and one half percent (1.5%) per month (19.56% per year).

4.    CHARGES FOR SERVICE.  Starting on the Service Activation Date, Customer is
      responsible for all charges  attributable to Customer incurred for Service
      originating  from or terminating  at that Network End Point,  even if such
      charges  incurred  are the result of error,  omission,  or  fraudulent  or
      unauthorized  use of Service.  Charges for Service  will be applied to the
      account  identified  by Customer on the Location  Order Form or during the
      connection setup. If Customer applies charges for Service to an account of
      another MidNet  customer  (including but not limited to the recipient of a
      file, the  originating or terminating  end of a connection,  a third-party
      service  provider,  or a project  account)  and the owner of that  account
      disputes  these  charges  and/or  refuses to pay these  charges to MidNet,
      MidNet  reserves  the  right to  invoice  Customer  for any  such  charges
      incurred for Service  according to the rate card in effect at the time the
      Service  was  performed,  plus  interest  on all  amounts  past due at the
      interest rate listed in section 3 above.

5.    UNDERUTILIZATION  CHARGES.  During any period of the Service Term in which
      Customer's  usage of the Service is less than any minimum  commitment made
      by Customer for that period,  Customer  will pay, in addition to all other
      applicable   charges,   Customer's   actual   usage   charges,   plus   an
      underutilization charge (which Customer agrees is reasonable) equal to the
      difference  between  Customer's  actual  usage  charges  and  the  minimum
      commitment.

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6.    TERMINATION  CHARGES.  In the event that,  prior to the end of the Service
      Term,  Customer  terminates  Service or in the event that the  delivery of
      Service is  terminated  due to a failure of  Customer  to comply  with the
      terms of this  Agreement,  Customer  shall pay a  termination  charge that
      equals the amount outstanding under the Service Term.

7.    TAXES.  Unless  Customer  provides  MidNet  with a valid and  correct  tax
      exemption certificate applicable to the service location prior to MidNet's
      acceptance of the order,  Customer is  responsible  for goods and services
      tax,  sales  and all  other  taxes  associated  with  the  order,  however
      designated, except taxes on MidNet's net income. If applicable, a separate
      charge for taxes will be shown on the invoice.

8.    DISPUTED INVOICES. If Customer reasonably disputes any portion of a MidNet
      invoice,  Customer  must pay the  undisputed  portion of the  invoice  and
      submit a  written  claim  for the  disputed  amount.  All  claims  must be
      submitted  to MidNet  within sixty (60) days of receipt of the invoice for
      those  Services.  Customer  waives the right to dispute  any  charges  not
      disputed  within  the time  frame set forth  above.  In the event that the
      dispute  is  resolved  in favor of Midnet,  Customer  shall pay any unpaid
      amounts plus interest at the rate referenced in section 3 above.

9.    REGULATORY  AND LEGAL  CHANGES:  In the event of any change in  applicable
      law,  regulation,  decision,  rule or order that materially  increases the
      costs or other  terms of delivery of  Service,  MidNet and  Customer  will
      negotiate  regarding  the rates to be charged to Customer to reflect  such
      increase  in cost and,  in the event that the  parties are unable to reach
      agreement  respecting new rates within 30 days after MidNet's  delivery of
      written notice  requesting  renegotiation,  then: (A) MidNet may pass such
      increased  costs  through to Customer;  and (B) Customer may terminate the
      affected  Customer  order(s) without  termination  liability by delivering
      written  notice of  termination  no later than  thirty (30) days after the
      effective date of the rate increase.

10.   EQUIPMENT  SUPPLIED  BY MIDNET AS  INSTRUMENT  OF  SERVICE.  Where  MidNet
      provides  on-premises  equipment  and such  equipment  is not subject to a
      separate,  written agreement for purchasing such equipment or is listed on
      an invoice as being sold  outright to Customer,  such  equipment  shall be
      deemed to be an instrument  of Service for which the following  conditions
      apply:  Customer  agrees to retain  original  condition of equipment  upon
      receipt and  installation  on premises.  Customer will also be responsible
      for providing  and  maintaining,  at its own expense,  the level of power,
      heating and air conditioning  necessary to maintain the proper environment
      for the MidNet-supplied equipment located on the Customer premises. In the
      event Customer fails to do so,  Customer  shall  reimburse  MidNet for the
      actual and reasonable cost of repairing or replacing any equipment damaged
      or destroyed as a result of Customer's negligence. Customer shall not, and
      shall not permit others to, rearrange,  disconnect, remove, and attempt to
      repair,  or otherwise tamper with the  MidNet-supplied  equipment  without
      prior written  consent from MidNet.  Customer  acknowledges  herewith that
      Customer will not receive any right or title to MidNet-supplied  equipment
      other than the right to use it in conjunction  with accessing the Service.
      Customer  acknowledges  that the equipment shall not be used for any other
      purpose.  Customer shall not take any action that causes the imposition of
      any lien or  encumbrance  on the  equipment.  In no event  will  MidNet be
      liable to Customer or any other person for  interruption of Service or any
      other  loss,  cost  or  damage  caused  or  related  to  improper  use  or
      maintenance of the equipment by Customer or third parties  provided access
      to equipment in violation of this Agreement,  and Customer shall reimburse
      MidNet for any  damages  incurred  as a result  thereof.  Customer  agrees
      (which agreement shall survive the expiration, termination or cancellation
      of this  Agreement)  to allow  MidNet to  remove  the  equipment  from the
      Customer premises:  (A) after  termination,  expiration or cancellation of
      this Agreement; or (B) for repair,  replacement or otherwise as MidNet may
      determine  is  necessary  or  desirable,  but MidNet  will use  reasonable
      efforts to minimize  disruptions to the Service caused thereby; or (C) for
      non-payment of amounts due to MidNet.

11.   TITLE; RISK OF LOSS;  THIRD-PARTY  PRODUCTS.  Title to equipment purchased
      from  MidNet  (and not  provided  by MidNet as an  instrument  of Service)
      passes from MidNet to Customer on shipment from  MidNet's  facility or the
      facility of MidNet's supplier,  if shipped from there. Loss or damage that
      occurs during shipping is MidNet's responsibility.  Title to software will
      remain with the  applicable  licensor(s).  Ship dates are estimates  only.
      MidNet is not  liable  for  delays in  shipment  or failure to ship by the
      estimated  ship date.  Any  warranty  and  technical  support  provided on
      third-party products purchased through MidNet are provided by the original
      manufacturer  and not by MidNet.  These  products may be returned  only in
      accordance  with the return  policy in effect on the date of invoice.  The
      warranties and technical support may vary from product to product.

12.   CUSTOMER  PROVIDED  EQUIPMENT.  MidNet  shall not be  responsible  for the
      operation,  maintenance  or security of any  Customer-provided  equipment.
      Customer is solely  responsible  for the  compliance of  Customer-provided
      equipment and its operation with any applicable  code, law,  regulation or
      tariff.  MidNet undertakes no obligations and accepts no liability for the
      configuration,  management,  performance  or any other  issue  relating to
      Customer-provided  equipment used for access to or the exchange of traffic
      in connection with the Service and/or for Customer  providing  services to
      others via the Network.

13.   ACCESS TO CUSTOMER  PREMISES  AND/OR  NETWORK END POINTS.  Customer  shall
      allow  MidNet  and  its  subcontractors  and  their  respective  employees
      reasonable  physical access to the Customer premises and/or premises where
      such Network End Points are located, including but not limited to building
      floors  and  risers  as  determined   by  MidNet  for  the   installation,
      inspection, scheduled or emergency maintenance,  replacement or removal of
      equipment relating to the Service.  Customer shall provide MidNet with the
      appropriate contact information needed for physical access to the premises
      and shall, if and where  necessary,  authorize MidNet in writing to obtain
      permission  from,  and  coordinate  access  with,  third  parties  such as
      landlords  and/or other tenants in buildings  where access to transmission
      lines and/or Network End Points are installed,  or are to be installed, in
      space owned or  controlled  by such third  parties.  MidNet  shall  notify
      Customer two (2) days in advance of any  regularly  scheduled  maintenance
      that will require physical access to the Customer premises.  Customer will
      provide  a safe  place to work and  comply  with all laws and  regulations
      regarding the working conditions on the Customer premises.

14.   SOFTWARE  AND  DOCUMENTATION.  All  rights,  including  but not limited to
      copyright,  patent,  trademark and other intellectual  property rights, in
      any software  and/or  documentation  provided by MidNet in connection with
      any  Service  shall  remain  the  exclusive  property  of  MidNet  or  its
      licensor(s). MidNet grants to Customer a non-exclusive license to use such
      software  and  documentation   solely  for  Customer's  internal  business
      purposes in  accordance  with the terms of this  Agreement.  No portion of
      such software or documentation  shall be copied,  decompiled,  downloaded,
      translated,  or delivered to a third party without  MidNet's prior written
      consent,  except that Customer shall be permitted to copy  MidNet-provided
      software for Customer's internal emergency use.

15.   SYSTEM SECURITY.  Customer may not use the Network or Network End Point(s)
      to attempt in any way to circumvent user authentication or security of any
      host, network, or account. This includes, but is not limited to, accessing
      any data not  intended  for  Customer,  logging into any server or account
      Customer is not expressly authorized to access, password cracking, probing
      the security of the Network or other networks and/or servers  connected to
      the  Network  in  search  of   weakness,   or   violation   of  any  other
      organization's  security policy.  Customer may not attempt to interfere or
      deny service to any user,  host,  or network.  This  includes,  but is not
      limited  to,  flooding,  mail  bombing,  or other  deliberate  attempts to
      overload or crash a host or  network.  MidNet  will  cooperate  fully with
      investigations  of  violations  of systems or  network  security  at other
      sites,  including  cooperating  with law  enforcement  authorities  in the
      investigation of suspected criminal  violations.  Users who violate system
      or network security may incur criminal or civil liability.

16.   PASSWORD  PROTECTION.  MidNet will provide  Customer  with  administrative
      username(s)  and  password(s)  for Customer  account and/or the ability to
      establish  and manage end user  accounts.  Customer  and its end users are
      entirely   responsible  for  maintaining  the   confidentiality  of  their
      password(s) and account(s).  Furthermore, Customer is entirely responsible
      for any and all  activities  that occur under the Customer  account or end
      user  accounts  managed  by  Customer.  Customer  agrees to notify  MidNet
      immediately of any unauthorized use of Customer account, end user accounts
      managed by Customer,  or any other breach of security.  MidNet will not be
      liable for any loss that  Customer  may incur as a result of someone  else
      using  Customer  password  or account,  either with or without  Customer's
      knowledge.  Customer  may be held liable for losses  incurred by MidNet or
      another party due to someone else using Customer  account or password,  or
      password or account of an end user account  managed by Customer.  Customer
      and its end user(s) may not use anyone else's account at any time, without
      the permission of the account  holder.  Customer  acknowledges  and agrees
      that certain services may provide  password-restricted  access to Customer
      information  such as names and  certain  terms of Customer  contracts.  By
      using the Service and accessing  information  resources provided by MidNet
      relating to such Service,  Customer  consents to MidNet's  display of such
      information   via  the  Service  or  Network  and  accepts  all  risks  of
      unauthorized access to such information.

17.   REPRESENTATIONS AND WARRANTIES.  Each party warrants that by entering into
      this  Agreement  the party will not violate,  conflict with or result in a
      material default under any other contract,  agreement,  indenture, decree,
      judgment, undertaking,  conveyance, lien or encumbrance to which the party
      is a party or by which it or any of its property is or may become  subject

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      or  bound.  Each  party  shall  not grant  any  rights  under  any  future
      agreement,   nor  will  it  permit  or  suffer  any  lien,  obligation  or
      encumbrances that will conflict with the full enjoyment of either party of
      its  rights  under  this  Agreement.  Each party  further  represents  and
      warrants that it has, and during the Term will have all necessary  rights,
      licenses,  permits,  governmental authorizations and the like to carry out
      its obligations  under this Agreement;  and that it is in compliance with,
      and  during  the  Term  will   continue  to  comply  with,   all  material
      governmental  laws,  regulations,  orders and the like,  applicable to the
      Service  contemplated by this Agreement and services rendered or access to
      information  sources,  resources  or services  which may be provided or be
      available from other service  providers  participating  in or connected to
      the Network.  THE FOREGOING  REPRESENTATIONS AND WARRANTIES ARE IN LIEU OF
      ALL OTHER WARRANTIES,  EXPRESS,  IMPLIED, ORAL OR WRITTEN,  INCLUDING, BUT
      NOT  LIMITED TO ANY  IMPLIED  WARRANTY  MERCHANTABILITY  OR FITNESS  FOR A
      PARTICULAR PURPOSE OR ACCURACY OR USE.

18.   INDEMNIFICATION.  Each party shall  indemnify  and hold harmless the other
      party, its directors,  officers,  employees, and agents,  successors,  and
      assigns,  from all damages,  costs,  expenses and  liabilities,  including
      reasonable  attorney's  fees and  disbursements,  sustained  in any action
      commenced  by  any  third  party  and  arising  in  connection   with  the
      indemnifying  party's performance of its obligations and duties under this
      Agreement.

      MidNet will indemnify,  defend, and hold harmless Customer, its directors,
      officer, employees, agents, subsidiaries and affiliates, harmless from any
      loss,  damage,  liability  or expense on account of any claim(s) and shall
      defend any suit and dispose of any claim(s) or other  proceedings based on
      an allegation that use of the Service,  excluding any data  transmitted by
      Customer between or among Network End Points,  infringes any United States
      or foreign patent or other intellectual property right.

      Customer will indemnify,  defend,  and hold harmless MidNet, its officers,
      directors,  employees,  affiliates,  and agents  from any and all  losses,
      claims,  damages,  expenses (including  attorneys' fees and expert witness
      fees), other liabilities,  and causes of action of every nature whatsoever
      arising directly or indirectly in connection with: (i) the negligent acts,
      omissions or  intentional  wrongdoing  of Customer;  (ii) the violation by
      Customer of any  applicable  laws,  ordinances,  regulations,  or rules in
      connection  with the offering of its services;  and (iii) a breach of this
      Agreement.

      The  indemnified  party shall promptly  notify the other party of any such
      suit or claim.

19.   LIMITATION OF LIABILITY.  MIDNET (INCLUDING MIDNET'S PARENTS,  AFFILIATES,
      OFFICERS. DIRECTORS, EMPLOYEES OR AGENTS) DOES NOT ACCEPT LIABILITY BEYOND
      THE REMEDIES SET FORTH  HEREIN,  INCLUDING  ANY LIABILITY FOR PRODUCTS AND
      SERVICES  NOT  BEING  AVAILABLE  FOR  USE OR  LOST  OR  CORRUPTED  DATA OR
      SOFTWARE. MIDNET WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS, OR
      OTHER INCIDENTAL,  INDIRECT,  CONSEQUENTIAL,  SPECIAL OR PUNITIVE DAMAGES,
      EVEN IF ADVISED OF THE  POSSIBILITY  OF SUCH DAMAGES,  OR FOR ANY CLAIM BY
      ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN.

      MIDNET  SHALL NOT, BY REASON OF THE  DISCONTINUATION  OR  MODIFICATION  OF
      HARDWARE OR SOFTWARE,  OR THE  SUSPENSION,  TERMINATION  OR NON-RENEWAL OF
      THIS  AGREEMENT  OR THE  DISCONTINUATION  OF  SERVICES OR  TERMINATION  OR
      NON-RENEWAL OF AN AGREEMENT  BETWEEN MIDNET AND ONE OF ITS  CO-LOCATION OR
      BANDWIDTH PROVIDERS, BE LIABLE TO CUSTOMER FOR COMPENSATION, REIMBURSEMENT
      OR DAMAGES OF ANY KIND,  INCLUDING WITHOUT  LIMITATION THOSE ON ACCOUNT OF
      THE  LOSS  OF  PROSPECTIVE   PROFITS,   OR  ON  ACCOUNT  OF  EXPENDITURES,
      INVESTMENTS  OR  COMMITMENTS  MADE IN CONNECTION  WITH THE  ESTABLISHMENT,
      DEVELOPMENT OR MAINTENANCE OF CUSTOMER'S BUSINESS.

      CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS
      OR SERVICES, MIDNET IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES
      ABOVE THE  MAXIMUM  DOLLAR  AMOUNT PAID BY  CUSTOMER  FOR THE  PURCHASE OF
      PRODUCTS AND/OR SERVICES UNDER THIS AGREEMENT FOR ANY BILLING PERIOD.

      THE FOREGOING  LIMITATIONS  APPLY REGARDLESS OF THE CAUSE OR CIRCUMSTANCES
      GIVING RISE TO SUCH LOSS,  DAMAGE OR LIABILITY,  EVEN IF SUCH LOSS, DAMAGE
      OR LIABILITY IS BASED ON  NEGLIGENCE  OR OTHER TORTS OR BREACH OF CONTRACT
      (INCLUDING FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM).

      NEITHER  MIDNET NOR CUSTOMER MAY  INSTITUTE ANY ACTION IN ANY FORM ARISING
      OUT OF THIS  AGREEMENT  MORE THAN  EIGHTEEN (18) MONTHS AFTER THE CAUSE OF
      ACTION HAS ARISEN,  OR IN THE CASE OF NONPAYMENT,  MORE THAN EIGHTEEN (18)
      MONTHS FROM THE DATE OF LAST PAYMENT.

      SOME STATES OR PROVINCES DO NOT ALLOW THE  EXCLUSION OF  LIMITATION OF (I)
      INCIDENTAL  OR  CONSEQUENTIAL   DAMAGES  OR  (II)  IMPLIED  WARRANTIES  OR
      CONDITIONS, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

20.   PRODUCTS  AND  SERVICES.  MidNet  continually  upgrades  and  revises  its
      products  and  service  offerings  to provide  MidNet  customers  with new
      choices.  MidNet may revise and  discontinue  products and services at any
      time without  prior  notice to  customers.  MidNet will ship  products and
      deliver  services  that  have the  functionality  and  performance  of the
      products  ordered,  but changes  between what is shipped or delivered  and
      what is described in a specification sheet or catalogue are possible.  The
      parts,  assemblies  and  software  used in building  MidNet  products  and
      services are selected from new and equivalent-to-new  parts and assemblies
      in  accordance  with  industry  practices.  Spare  parts  may  be  new  or
      reconditioned.  The quoted MidNet SKU numbers for MidNet-branded  products
      are of the  quantity  specified  by MidNet  and  conform  in all  material
      respects with the MidNet product  specifications  current on the date such
      products were shipped.

21.   DISPUTE RESOLUTION.

      A.    ACKNOWLEDGMENTS.   Customer   acknowledges   that  MidNet  possesses
            valuable   confidential  and  proprietary   information,   including
            trade-marks and business practices, that would be damaging to MidNet
            if revealed in open court. The parties further acknowledge and agree
            that  it  is  preferable  to  resolve  all  disputes   between  them
            confidentially,  individually, and in an expeditious and inexpensive
            manner The parties  accordingly  acknowledge  and agree that private
            dispute resolution is preferable to court actions.

      B.    GOOD FAITH  NEGOTIATION.  Before  commencing any  arbitration in the
            manner set out in  Subsection  21(C) below,  the parties shall first
            attempt to resolve any dispute or differences between them by way of
            good faith negotiation. The good faith negotiation shall commence by
            each party  communicating  their  position  regarding the complaint,
            claim,  dispute,  or  controversy  to the other  party,  and how the
            parties should resolve the dispute. The parties shall then make good
            faith  efforts to negotiate a resolution of the claim,  dispute,  or
            controversy.  Neither party shall commence any arbitral  proceedings
            unless and until the good faith negotiation fails.

      C.    ARBITRATION.   ANY  CLAIM,   DISPUTE,  OR  CONTROVERSY  (WHETHER  IN
            CONTRACT,  TORT,  OR  OTHERWISE,  WHETHER  PREEXISTING,  PRESENT  OR
            FUTURE, AND INCLUDING  STATUTORY,  COMMON LAW,  INTENTIONAL TORT AND
            EQUITABLE  CLAIMS  CAPABLE  IN LAW OF  BEING  SUBMITTED  TO  BINDING
            ARBITRATION)  AGAINST  MIDNET,  its  agents,  employees,   officers,
            directors,  successors,  assigns  or  affiliates  (collectively  for
            purposes of this  paragraph,  "MidNet")  arising from or relating to
            this Agreement,  its interpretation,  or the breach,  termination or
            validity  thereof,  the relationships  between the parties,  whether
            pre-existing,  present or  future,  (including,  to the full  extent
            permitted by applicable  law,  relationships  with third parties who
            are not signatories to this Agreement), MidNet's advertising, or any
            related  purchase  SHALL BE  RESOLVED  EXCLUSIVELY  AND  FINALLY  BY
            BINDING ARBITRATION  ADMINISTERED BY THE NATIONAL  ARBITRATION FORUM
            ("NAF") under its Code of Procedure and any specific  procedures for
            the  resolution  of small claims  and/or  consumer  disputes then in
            effect (available via the Internet at  http://www.arb-forum.com,  or
            via telephone at  1-800-474-2371).  The arbitration  will be limited
            solely to the dispute or  controversy  between  Customer and MidNet.
            Any award of the arbitrator(s) shall be final and binding on each of
            the  parties,  and may be  entered  as a  judgment  in any  court of
            competent  jurisdiction.  Information may be obtained and claims may
            be filed with the NAF at P.O. Box 50191,  Minneapolis,  MN 55405, or
            by  e-mail   at   file@arb-forum.com,   or  by   online   filing  at
            http://www.arb-forum.com.

      D.    INJUNCTIVE  RELIEF  AND  PROVISIONAL  RELIEF IN AID OF  ARBITRATION.
            Notwithstanding  the  provisions in this section 21 or anywhere else
            in this  Agreement,  MidNet  shall have the right to seek and obtain
            any  provisional  or  interim  relief  from any  court of  competent
            jurisdiction  to protect its  trade-mark  or  property  rights or to
            preserve  the  status quo  pending  good  faith  negotiation  and/or
            arbitration.

22.   APPLICABLE  LAW.  Customer  agrees to comply with all applicable  laws and
      regulations  of the  various  jurisdictions  in  which  MidNet  makes,  as

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      indicated on the Location Order Form(s),  Network End Points  available to
      Customer.

23.   EXPORTS.  The  Customer  acknowledges  that the  products  and/or  Service
      licensed or sold  hereunder are subject to, and Customer  agrees to comply
      with,  the export  control laws and  regulations  of Canada and the United
      States.

24.   GENERAL  SERVICE AND  SUPPORT.  MidNet will  provide  general  service and
      technical support to Customer, in accordance with the then-current service
      and technical  support  policies and  conditions  in effect.  For end-user
      Customers,  MidNet promises that its support people will attempt to handle
      over the telephone any problem  involving  MidNet-branded  products and/or
      services.  However,  MidNet's support people may not be able to understand
      or resolve any given problem.  Service  offerings may vary from product to
      product.  If Customer  purchased  optional  services and  support,  MidNet
      and/or a third-party  service  provider will provide the optional  service
      and support to  Customer in  accordance  with the  then-current  terms and
      conditions  in the optional  service  contract  between  MidNet and/or the
      third-party  service provider and Customer.  MidNet and/or the third-party
      service  provider  may,  at their  discretion,  revise  their  general and
      optional  service and support  programs and the terms and conditions  that
      govern them.  The optional  services and support  programs and their terms
      and  conditions  in place at the time of purchase will apply to Customer's
      purchase.  MidNet has no  obligation  to provide  service or support until
      MidNet has  received  full  payment  for the  product  or  service/support
      contract for which service or support is requested.

25.   TERM.  This  Agreement  shall be effective as of the Effective  Date.  The
      initial term of this Agreement  shall be the Service Term indicated on the
      Location  Order Form.  The Service  Term shall renew as  indicated  on the
      Location Order Form.

26.   TERMINATION.  Service Terms that automatically  renew can be terminated by
      either party giving  notice as  indicated on the Location  Order Form,  in
      which case this Agreement terminates on the date that is at the end of the
      Service Term then in effect.

      A.    TERMINATION  BY MIDNET.  Notwithstanding  any minimum  agreed  term,
            MidNet may terminate this Agreement:  (i) upon a failure by Customer
            to pay invoices when due, which failure is not cured after notice to
            Customer and a continued  failure to pay such  invoices for a period
            of thirty (30) days  following  such notice;  (ii) upon any material
            breach (other than nonpayment of amounts owed),  which such material
            breach is not cured after notice to Customer and a continued failure
            to cure such breach sixty (60) days following such notice;  or (iii)
            immediately  upon notice to Customer in case of a breach by Customer
            of section 28 (Confidentiality) of this Agreement.

      B.    TERMINATION  BY  MIDNET  IN  PARTICULAR  CIRCUMSTANCES.  MidNet  may
            terminate this Agreement  immediately  without liability upon notice
            to Customer if Customer (i)  terminates,  winds up,  liquidates,  or
            suspends its  business  (whether  voluntarily  or  otherwise);  (ii)
            becomes  subject to any  bankruptcy or insolvency  proceeding  under
            federal, state or provincial law; (iii) becomes insolvent or becomes
            subject  to  direct  control  by a  trustee,  receiver,  or  similar
            authority;  (iv) if Customer  violates any law, rule,  regulation or
            policy  of any  government  authority  related  to  Service;  (v) if
            Customer makes a material  misrepresentation to MidNet in connection
            with the ordering or delivery of Service;  (vi) if Customer  engages
            in any fraudulent use of Service;  (vii) if Customer interferes with
            or disrupts or attempts to interfere  with or disrupt the Network or
            Service  or  servers  or  networks  connected  to  the  Network,  or
            disobeying any requirements,  procedures, policies or regulations of
            networks  connected  to the  Service  or  Network,  or  accesses  or
            attempts to access password  protected secure or non-public areas of
            any servers or  networks  connected  to the  Service or Network;  or
            (viii) if a court or other  government  authority  prohibits  MidNet
            from furnishing the Service.

      C.    EFFECT OF EARLY TERMINATION OF AGREEMENT.  Upon early termination or
            expiration of this  Agreement:  (i) MidNet  immediately  shall cease
            providing  the Service;  (ii) all  outstanding  unpaid  charges will
            become  immediately  due and payable;  (iii)  Customer  shall not be
            entitled to any refund of monies paid hereunder, but nothing in this
            section  shall affect  Customer's  right to claim  damages  directly
            resulting  from  MidNet's  material  breach,  subject  to all of the
            provisions of this  Agreement;  (iv) each party will promptly return
            to the other party any  Confidential  Information of the other party
            in its possession or control.

      The  provisions  of sections 17, 18, 19, 28 and 36 expressly  continue and
      survive such termination,  as shall any other provision hereof that by its
      terms is intended to survive and have effect after termination.

27.   NOTICES AND REQUESTS.  All notices in connection with this Agreement shall
      be deemed given on the day they are sent by air express  courier,  charges
      prepaid, to the contact person indicated on the Service Order Form.

28.   CONFIDENTIALITY.   Each  party  will  disclose  the  other's  Confidential
      Information only to such of its employees and contractors as is reasonably
      necessary in the performance of this Agreement. Each party will notify the
      other  of  unauthorized   use,   disclosure,   theft,  or  other  loss  of
      Confidential  Information  promptly upon learning of any of the foregoing.
      Notwithstanding  the  foregoing,  either party may  disclose  Confidential
      Information as required by  governmental  or judicial  order,  provided it
      gives the other party prompt  written  notice before such  disclosure  and
      complies  with  any  protective  order  (or  equivalent)  imposed  on such
      disclosure.   In  addition,   either   party  may  disclose   Confidential
      Information in an action to enforce the terms of or determine the parties'
      rights under this Agreement.  This provision shall survive  termination of
      the Agreement and remain in force for a period of 3 years thereafter.

29.   PUBLICITY.  Neither party shall have the right to use the other party's or
      its affiliates' trade mark,  service mark, trade name,  insignia,  symbol,
      identification and/or logotype or to otherwise refer to the other party in
      any marketing,  promotional or advertising  materials or activities unless
      mutually  agreed to.  Neither party shall issue any  publication  or press
      release  relating  to any  contractual  relationship  between  MidNet  and
      Customer,  except as may be  required  by law or as agreed to between  the
      parties in writing.

30.   INDEPENDENT CONTRACTORS.  The parties shall have the status of independent
      contractors,  and nothing in this  Agreement  shall be deemed to place the
      parties in the  relationship  of  employer-employee,  principal-agent,  or
      partners or joint  venturers.  Any  transactions  between or among  MidNet
      customers   shall  be  deemed  to  be   transactions   between   or  among
      independently  operating  third parties.  Customer  understands and agrees
      that  MidNet's  only  involvement  in  such a  transaction  is  that  of a
      subcontractor  for the  purpose of making  and  maintaining  a  connection
      between and among  these  parties so that these  parties  can  exchange or
      access information or data.

31.   SEVERABILITY.  If any paragraph or clause of this Agreement  shall be held
      to be  invalid  or  unenforceable  by any  body  or  entity  of  competent
      jurisdiction,  then the  remainder of the  Agreement  shall remain in full
      force and effect and the parties  shall  promptly  negotiate a replacement
      provision or agree that no replacement is necessary.

32.   NON-WAIVER.  If either party fails,  at any time,  to enforce any right or
      remedy  available to it under this  Agreement,  that failure  shall not be
      construed to be a waiver of such  party's  right to enforce each and every
      provision of this Agreement.

33.   HEADINGS.  The  section  headings  used  herein  are  for  convenience  of
      reference only and do not form a part of these terms and  conditions,  and
      no construction or inference shall be derived therefrom.  The headings and
      captions of the various sections of this Agreement are included solely for
      convenience  and shall not be  deemed  to be a part of this  Agreement  or
      considered in construing the terms and conditions hereof.

34.   LANGUAGE.  This Agreement has been written in the English language and, in
      the event of any conflict or  inconsistency  between the  English-language
      version and any  translation  hereof the English  language  version  shall
      prevail.

35.   FORCE  MAJEURE.  MidNet  shall not be liable  for any delay or  failure in
      performance caused by circumstances beyond its reasonable control.

36.   GOVERNING LAW. THIS AGREEMENT AND ANY SALES  THEREUNDER SHALL BE DEEMED TO
      HAVE BEEN MADE EITHER (AS  INDICATED ON THE LOCATION  ORDER FORM):  (A) IN
      THE PROVINCE OF BRITISH  COLUMBIA FOR CUSTOMER  ORDER FORMS  PERTAINING TO
      ADDRESSES IN CANADA,  IN WHICH CASE THIS AGREEMENT  SHALL BE CONSTRUED AND
      INTERPRETED  ACCORDING TO THE LAWS OF THE PROVINCE OF BRITISH COLUMBIA AND
      THE APPLICABLE LAWS OF CANADA FOR SERVICE SOLD AND/OR DELIVERED IN CANADA;
      OR (B) IN THE STATE OF NEVADA  FOR  CUSTOMER  ORDER  FORMS  PERTAINING  TO
      ADDRESSES IN THE UNITED  STATES OF AMERICA,  IN WHICH CASE THIS  AGREEMENT
      SHALL BE CONSTRUED AND  INTERPRETED  ACCORDING TO THE LAWS OF THE STATE OF
      NEVADA AND THE  APPLICABLE  LAWS OF UNITED  STATES OF AMERICA  FOR SERVICE
      SOLD AND/OR DELIVERED IN THE UNITED STATES OF AMERICA.  THE PARTIES HEREBY
      AGREE TO THE NON-EXCLUSIVE  JURISDICTION OF THE COURTS OF EITHER:  (A) THE
      PROVINCE OF BRITISH COLUMBIA;  OR (B) THE STATE OF NEVADA, AS INDICATED ON
      THE LOCATION ORDER FORM.

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