Exhibit 10.7

                            MASTER SERVICES AGREEMENT
================================================================================

DATE: Jun 14, 2004                         MASTER SERVICES AGREEMENT NUMBER   **

THE CUSTOMER AND **. (HEREINAFTER REFERRED TO AS "**") AGREE THAT ** WILL
PERFORM, FOLLOWING RECEIPT OF APPROPRIATE CREDIT APPROVAL FOR THE CUSTOMER,
CERTAIN SERVICES FOR THE CUSTOMER IN ACCORDANCE WITH THIS AGREEMENT AND THE
ATTACHED TERMS AND CONDITIONS.

BILLING INFORMATION
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<TABLE>
<CAPTION>
<S>       <C>
Billing Language: English

Corporate Legal Name MidNet Canada, Inc.      CORPORATE TRADING/OPERATING NAME MidNet Canada, Inc.

Billing Address 1055 West Hastings St., Ste: 300  City Vancouver  Prov/State BC  Postal Code V6E2E9

Billing Phone 604-609-6188        Billing Fax 604-684-6024   Billing E-mail Address  kassandra@midnetinc.com
</TABLE>

LEGAL CONDITIONS
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TERMS AND CONDITIONS                                       Customer Initials   X

ACCEPTABLE USE POLICY (AUP)                                Customer Initials   X

THE ATTACHED TERMS AND CONDITIONS, AND ANY OTHER ATTACHED SCHEDULES ARE DEEMED
TO BE PART OF THIS Customer Initials X AGREEMENT, ARE ENFORCEABLE AND BINDING
BETWEEN ** AND THE CUSTOMER, AND HAVE BEEN READ BY THE CUSTOMER PRIOR TO THE
EXECUTION OF THIS AGREEMENT.

THIS AGREEMENT IS NOT BINDING UNLESS AND UNTIL IT HAS BEEN SIGNED BY AN
AUTHORIZED OFFICER OF EACH PARTY.

SIGNATURES
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<TABLE>
<CAPTION>
<S>     <C>

REPRESENTATIVE (Print)                REPRESENTATIVE PHONE NUMBER    LEGAL NAME
----------------------                ---------------------------    ----------
**                                    **                             MidNet Canada, Inc.

REPRESENTATIVE IDENTIFICATION NUMBER  REPRESENTATIVE SIGNATURE       AUTHORIZED SIGNATORY
------------------------------------  ------------------------       --------------------
**                                    X /s/**                        X /s/ Kassandra Gehry

**AUTHORIZED NAME                     AUTHORIZED SIGNATORY           CUSTOMER AUTHORIZED NAME      AUTHORIZED CUSTOMER PHONE
-----------------                     --------------------           ------------------------      -------------------------
(Print)                                                              (Print)                       NUMBER
**                                    X /s/**                        Kassandra Gehry               778-892-2014

TITLE                                 DATE                           TITLE                         DATE
-----                                 ----                           -----                         ----
Director of Sales                     June 16, 2004                  Director of Network Strategy  June 16, 2004
</TABLE>

                                   Page 1 of 1

** The confidential portion has been omitted pursuant to a request for
confidential treatment. The confidential portion has been filed separately with
the Securities and Exchange Commission.
<PAGE>
                             ** TERMS AND CONDITIONS

1. SERVICES

a.)  "Agreement"  refers to the  Services  Agreement to which to these Terms and
Conditions are attached, these Terms and Conditions,  the Acceptable Use Policy,
the Credit  Application and all schedule(s)  attached to such Service Agreement.
In consideration for the fees payable by the Customer pursuant to this Agreement
(the "Fees"),  ** shall perform the services  indicated on the attached Services
Agreement  (the  "Services")  at the  Customer's  location(s)  specified  in the
Services Agreement, or on any attached schedule (the "Service Sites").

b.) ** shall begin  performing  the  Services,  on its own network or otherwise,
upon installation of the Equipment (as defined in Section 2(a)), or as otherwise
agreed to between the parties,  and shall continue such  performance  during the
Term (as defined in Section 6),  unless any or all of the  Services  are earlier
terminated in accordance with this Agreement.

c.) ** may,  without  penalty (and  specifically  without the penalty set out in
Section 5 (c) below), suspend the provision of all or any of the Services to the
Customer,  for a  reasonable  length  of time,  in order  to  maintain,  test or
configure  the  Services or to perform  such other work as ** may  determine  is
necessary  or  appropriate.   For  non-emergency  situations,  **  will  provide
reasonable  prior written notice of suspension of services.  Such  suspension of
services will be done in a reasonable manner so as to minimize the impact to the
Customer's business activity.

d.) The parties  agree that the scope of Services to be provided  may be amended
from  time to lime  at the  request  of or  with  written  authorization  of the
Customer,  and any such amendment  shall be deemed to become an integral part of
this Agreement The Customer  acknowledges  that changes in the scope of Services
require  **'s  consent  and may result in  additional  installation  Fees and/or
termination charges.

2. ** EQUIPMENT

a.) ** may install such of its wiring, cable, circuits,  instruments,  and other
equipment  ("**  Equipment")  in a Service  Site as **  determines  necessary or
appropriate to connect the Service Site to allow ** to perform the Services.

b.) The ** Equipment  shall be supplied  and  installed by ** up to the Customer
demarcation  point, as determined by **. The Customer  acknowledges  that the **
Equipment shall be maintained and repaired only by ** or **'s authorized agents.
** may provide  additional  Services  and/or **  Equipment  beyond the  Customer
demarcation point if requested by the Customer.  The Customer  acknowledges that
such provision will result in additional Fees, in addition to the Fees specified
in this Agreement.

c.) ** is the owner of the **  Equipment,  or has obtained the right to make the
**  Equipment  available  for use by the  Customer  from a third  party.  The **
Equipment  will at ail times during and after the Term remain the property of **
or such third party, as the case may be, regardless of the manner in which it is
installed in or attached at the Service Sites. The Customer shall be responsible
for any loss,  cost,  claim or damage  resulting to or from the ** Equipment for
any reason whatsoever including,  without limitation,  a disappearance or theft,
or in connection with its installation,  removal, use, maintenance or repair, as
well as any loss and damage  resulting  from the Customer's use of the Services,
unless such loss or damage is due solely to the negligence or willful misconduct
of **.

d.) Subject to Section 3(b), the Customer shall not,  without **'s prior written
consent, make any deletion,  addition,  correction or other alteration to the **
Equipment,  connect  any  equipment  of the  Customer  or third  party to the **
Equipment,  or permit  access to the **  Equipment by any person not approved by
**.

e.) If any right, title or interest in and to any of ** Equipment is transferred
or will transfer to the Customer and the full purchase price of for  Transferred
Equipment (the  "Transferred  Equipment") is not received by ** on or before the
date of  such  transfer,  in  consideration  of **  providing  such  Transferred
Equipment,  the Customer  hereby  creates and grants a purchase  money  security
interest (or equivalent  security interest) to ** in such Transferred  Equipment
and all proceeds  thereof,  equal to the value of the Transferred  Equipment and
Services  performed in connection with the installation  thereof as security for
the prompt and complete  payment of all amounts  owing to ** by the Customer for
providing such Transferred Equipment.

3. CUSTOMER OBLIGATIONS

a.) The  Customer  shall  permit ** or **'s  authorized  agents  access,  to the
Service  Sites at all  reasonable  times  during  regular  business  hours or as
otherwise  agreed  between the parties in order to install,  inspect,  maintain,
repair,  replace or remove or perform  such  other work as ** may  determine  is
necessary or appropriate to all or part of the Services and/or ** Equipment. The
Customer shall not place locks or other similar devices on the ** Equipment that
would  restrict such access to the Service Sites without  providing ** access to
the Service Sites.

b.) The Customer may, at its own expense and with the prior  written  consent of
**, interconnect its own equipment with the ** Equipment, in accordance with the
standards and procedures for  interconnection and installation that are provided
to the  Customer by ** from time to time.  In such event the  Customer  shall be
responsible for ensuring that all of its interface equipment is compatible,  and
does not interfere, with the ** Equipment and the Services.

c.) The  Customer  shall  provide  such space,  shelter and  electricity  at the
Service  Sites  for  the  Equipment  as **,  acting  reasonably,  determines  is
necessary or appropriate including such environmental control systems,  lighting
and  security  provisions  and all  cable  services,  wiring,  modems  switching
equipment and amplifiers which **, acting reasonably, determines is necessary or
appropriate.

d.) The Customer shall not interfere  with or damage,  or permit any other party
to interfere with or damage,  the ** Equipment or other  operations of ** or its
customers.


** The confidential portion has been omitted pursuant to a request for
confidential treatment. The confidential portion has been filed separately with
the Securities and Exchange Commission.
<PAGE>
e.) The Customer  shall not create or permit to exist any liens or  encumbrances
on the ** Equipment or unpaid for Transferred Equipment except as approved by **
in writing.

f.) The  Customer  will at all  times use the  Services,  **  Equipment  and the
Transferred  Equipment in accordance with **'s Acceptable Use Policy, as amended
from time to time.

g.) The Customer shall not use the Services, the ** Equipment or the Transferred
Equipment  in any  manner not  contemplated  under  this  Agreement,  including,
without limitation, resale of such Services, the ** Equipment or the Transferred
Equipment,  without the express written consent of **. Any such unauthorized use
shall  be  considered  a  material   breach  of  this   Agreement  The  Customer
acknowledges  that resellers and sharing groups are required to register with **
and the Canadian  Radio-Television  and  Telecommunication  Commission  ("CRTC")
prior to providing  service and that the Customer shall be responsible  for such
registration.

h.) For Customers who have ordered domain name services,  the Customer agrees to
be  bound  by ANY and all  rules  and  procedures  established  by the  internet
registration  authority  issuing the domain name,  as amended from time to time,
including any dispute resolution rules.

4. LIABILITY

a.) ** shall not be liable for  incidental,  consequential,  special or indirect
damages  arising from or in connection  with the breach of any provision of this
Agreement  or  any  attached  schedules,   whether  or  not  such  damages  were
foreseeable or ** was advised of the possibility of such damages.  The aggregate
liability of ** arising out of or in connection  with this  Agreement  shall not
exceed the Fees paid by Customer to **  hereunder.  If  requested,  the Customer
will provide in favour of ** a waiver of subrogation  from  Customer's  insurer.
The  limitation of liability set forth in this section shall not apply to claims
of personal  injury or  property  damage due to the sole  negligence  or willful
misconduct  of **  against  whom the  claim is made.  ** is not  liable  for ANY
degradation of service caused by capacity  shortages or actions of a third party
supplier involved in providing the Service to the Customer.

b.) In no  event  shall  ** be  liable  for  the  use of the **  Equipment,  the
Transferred  Equipment  or the  Services by the  Customer or any third party for
unlawful or illegal purposes,  or ANY purpose which is contrary to **'s terms of
service which have been filed with the CRTC, or **'s  Acceptable Use Policy,  as
amended from time to time.

c.) The Customer hereby indemnifies and holds harmless ** and its agents for any
and all losses, damages, costs or expenses (including legal fees) resulting from
any  allegation,  claim or action by a third party arising out of or relating to
use of the **  Equipment,  the  transferred  Equipment  or the  Services  by the
Customer or any third party,  for unlawful or illegal  purposes,  or ANY purpose
which is contrary  to **'s terms of service  which have been filed with the CRTC
or **'s  Acceptable Use Policy,  as amended from time to time, or for any breach
of this Agreement by the Customer.

d.) ** makes no  representations,  warranties,  conditions  or  guarantees as to
merchantability,  fitness for particular purposes or ANY other  representations,
warranties, conditions or guarantees regarding the Services, the ** Equipment or
the Transferred Equipment,  whether express or implied, in law or In fact, or in
writing,  except as expressly stated in this Agreement and the attached Services
Agreement.   The  Customer   acknowledges  that  it  has  not  relied  upon  any
representation, warranty, condition or guarantee made by **.

e.) Without  limiting the  generality of Section  4(d),  ** does not  represent,
warrant,  covenant or guarantee that transmissions  initiated by the Customer in
the course of using the ** Equipment,  the Transferred Equipment or the Services
cannot  and will not be  received  or  intercepted  by  persons  other  than the
intended recipients.

5. FEES

a.) The Fees spooned in the Services Agreement,  including ANY security deposit,
shall be paid by the  Customer to ** in  accordance  with Section 5(d) herein in
full without ANY right of set-off or  deduction.  The Customer  shall pay ** any
applicable sales, use, goods and services,  value added or similar taxes payable
with respect to the Fees, or otherwise arising with respect to this Agreement.

b.) Notwithstanding ANY other provisions herein, ** reserves the right to adjust
domestic and US long distance rates to reflect changes in international tariffs,
regulatory   requirements,   taxes,   levies  and  other  third  party  charges.
International rates are subject to change.

c.) Subject to Section 1(c), when a service  interruption occurs for a period of
at least four (4) hours in ANY  twenty-four  (24) hour period after **'s receipt
of  written  notice  from  the  Customer  (which  notice  is to be given to **'s
technical support desk immediately et the time the service interruption occurs),
the Customer shall be credited with an allowance  equal to one thirtieth  (1/30)
of the monthly Fee for that particular  month applicable to the Service which is
rendered useless or substantially impaired, per day of the service interruption.
Such  allowance  will be applied  against the  Customer's  next  monthly  Fee. A
service  interruption  means a failure by ** to  provide  the  Services  (or any
particular Service) substantially in accordance with service specifications (set
by ** from time to time) for reasons other than:

i.) capacity shortages not caused by **;
ii.) the failure or  non-performance  of any service,  equipment  or  facilities
provided by anyone  other than **;
iii.)  any  act or  omission  by the  Customer  including,  without  limitation,
interruptions  required to correct interference to a Service caused by equipment
of the Customer or a third party  connected to or used in  conjunction  with the
Service;
iv.) any unlawful,  illegal or improper use of the Equipment or any Service;
v.) any  reasonable  period during which ** interrupts  the  performance  of the
Services in order to perform  tests,  maintenance  or adjustments to the Service
facilities  or the  Equipment  or such  other work as ** may  determine,  acting
reasonably,  is necessary or  appropriate;
vi.) the  occurrence  of an event of Force  Majeure  (as  defined in Section 9);


** The confidential portion has been omitted pursuant to a request for
confidential treatment. The confidential portion has been filed separately with
the Securities and Exchange Commission.

                                     Page 2
<PAGE>
vii.)  interruptions  due to power  fluctuations or power failure at the Service
Sites; or
viii.) access cannot be gained to the Service Sites by **.

d.) ** will invoice the Customer for all  installation  Fees (and all applicable
taxes)  forthwith  following  installation.  ** will  invoice the  Customer  the
monthly Fees (and any applicable  taxes) on a monthly basis.  The Customer shall
pay to ** all invoices by the payment due date  printed on the  invoice.  A late
payment charge of 1.5% per month may be applied to any invoice for which payment
has not been  received by ** by the payment due date printed on the invoice.  In
the event that a  particular  Service is commenced on a day other than the first
day of a  calendar  month or  terminates  on a day other  than the 1ast day of a
calendar month, the Fee in respect of such Service shall be pro-rated based on a
that (30) day month,

e.) Where  payments have been made for charges that should not have been billed,
or that were over billed,  the Customer  will be credited  with the  overpayment
back to date of the  error up to a  maximum  of one year from the date the error
was  identified.  If the Customer does not dispute the charge within one year of
the date of a  statement,  the right to have the excess  credited for the period
prior to such statement is lost.

f) The Customer is not responsible for paying previously unbilled or underbilled
charges except where the charge is correctly  billed within a period of one year
from the date it was incurred.

g.) As  security  for the prompt and  complete  payment of all amounts due under
this Agreement,  including in respect of any minimum commitment by the Customer,
the Customer  hereby creates and grants to ** a security  interest in all of the
Customer's  right,  title and interest in and to all presently owned or held end
after acquired or held personal property, assets and undertaking of the Customer
and all proceeds thereof.

6. TERMINATION AND TERMINATION CHARGES

a.) This Agreement shall become  effective on the date upon which this Agreement
is executed by **. The term of Services  ("Term") shall commence on the date the
Service is  installed  and shell  continue  in full  force and effect  until the
earlier of:
i.) the  expiry of the Term  specified  in the  Services  Agreement;  or ii) the
termination of the Agreement in accordance with this section.

b.) Upon the expiry of the initial Term,  this Agreement  will be  automatically
renewed unless either party gives 30 days notice of termination prior to the end
of the current term for  successive  one (1) year terms  subject to  termination
pursuant to Section  6(d) or (e),  or,  subject to **'s  approval,  the Customer
signing a new Agreement for the Services.

c.)  Customers  being  provided  Services  on  a  month-to-month  Agreement  may
terminate the Services at any time,  subject to a 30-day  minimum  billing on 30
days written notice.  For local access voice Services where the term is one year
or longer for local access services, the Customer may terminate up to 25% of the
original  quantity of local access Services  contracted for without penalty.  If
the  number of local  access  lines in service  fall  below 75% of the  original
contracted quantity,  termination Fees equal to 60% of the remaining charges for
such removed  services will be applied,  based on the  remaining  portion of the
Term.

d.) ** may  terminate  any Service  under this  Agreement,  at **'s  discretion,
immediately, without further obligation to the Customer in the event of:
i.) any failure by the Customer to pay any Fees,  make payments for  Transferred
Equipment,  or other amounts when due hereunder or any breach of this  Agreement
by the Customer which cannot be resolved or is not resolved to **'s satisfaction
within  fifteen (15) days of ** notifying the Customer of such breach;
ii.) any merger,  consolidation  or similar  transaction or acquisition or sale,
lease or other  transfer  of all or  substantially  all of the  assets or voting
shares of the  Customer,  or any other change in the control or ownership of the
Customer in respect of which written  notification  has not been provided to **;
iii.) the Customer making or being deemed to have made a general  assignment for
the benefit of creditors under the Bankruptcy and Insolvency Act (the "Act"), or
if a petition  is filed  against it under the Act, or if it shall be declared or
adjudicated  bankrupt,  or if an  application is made in respect of it under the
Companies Creditors  Arrangement Act, or if a liquidator,  trustee in bankruptcy
or receiver institute  proceedings  against the Customer to be adjudged bankrupt
or insolvent or consents to the institution of such  appointment or proceedings,
or if it admits in writing an  inability  to pay debts  generally as they become
due or becomes an  "insolvent  person" as that term is defined in the Act;
iv.) use of the Services and/or  Equipment for any illegal or unlawful  purposes
or any purposes  which is contrary to **'s terms of services filed with the CRTC
or **'s  Acceptable  Use Policy,  as amended from time to time;  or
v.) ** being required by law to cease providing Services.

e.) The Customer may  terminate  this  Agreement  immediately,  without  further
obligation  to **, other than the  obligation  to pay amounts owing for Services
provided to the date of such termination, under the following conditions:
i.) by paying  immediately to ** 60% of the remaining value of aggregate monthly
Fees under this  Agreement;
ii.) by entering into a new Agreement for Services for a term and quantity equal
to or  greater  than the  original  Agreement;
iii.) any other  breach of this  Agreement  by ** which cannot be resolved or is
not  resolved  within  thirty  (30) days of the  Customer  notifying  ** of such
breach;
iv.) in the event of more  than  four (4)  service  interruptions  described  in
Section 5(c) in any thirty (30) day period for which the Customer has registered
a trouble ticket with **'s  technical  support desk and for which **'s technical
support desk has closed the trouble ticket; or
v.) pursuant to the provisions of Section 9.

f.) Upon termination:
i.) ** may  immediately  remove  any **  Equipment  or  unpaid  for  Transferred
Equipment from the Service Sites and the Customer shall permit ** and its agents
access to the Service Sites for such purpose;
ii.) the  Customer  shall  pay ** any and all  amounts  owed by  Customer  to **
pursuant  to this  Agreement  and all costs  (including  reasonable  legal fees)
incurred by ** in attempting to protect **'s rights or remedies, or to cause the


** The confidential portion has been omitted pursuant to a request for
confidential treatment. The confidential portion has been filed separately with
the Securities and Exchange Commission.

                                     Page 3
<PAGE>
Customer's compliance with its obligations pursuant to this Agreement; and iii.)
in the case of  termination  by ** in accordance  with Section 6(d),  other than
6(d)(v) (unless as a result of the Customer's  actions),  the Customer shall pay
** all Fee obligations for the remaining portion of the Term. In the case of the
termination  0;' long distance or toll free Services,  the Customer shall pay to
**, in a single payment, an amount based on an average of the Customer's monthly
long distance  monthly billing  multiplied by the number of months  remaining in
term of the Agreement.

g.) For Services provided by ** using DSL technology,  the customer  understands
that the signature of this Services Agreement does not guarantee availability of
the service since  availability  can only be determined  during the provisioning
process.  If ** cannot render the service,  ** may at its sole discretion either
provide another equivalent  solution to the Customer or terminate the Service at
no charge to the Customer.

7. ASSIGNMENT

The Customer may not assign any rights or  obligations  under this  Agreement to
any third party without the express  written  consent of **, which consent shall
not be unreasonably withheld.

8. CONFIDENTIALITY

During and after the Term,  each party (the  "Receiving  Party") shall  maintain
strictly  confidential  all  information,  financial,  technical,  or otherwise,
disclosed by the other party  (including the terms of this  Agreement) and shall
not copy or use any such  information  except as contemplated by this Agreement.
The foregoing shall not apply to information  which is or becomes publicly known
otherwise than by reason of .a breach of this  Agreement by the Receiving  Party
or has been independently  developed outside the scope of this Agreement.  Where
the Receiving Party is required by law to disclosure  confidential  information,
it shall use its best  efforts  to  minimize  the  extent of  disclosure  of the
confidential  information  and to obtain an  undertaking  from the  recipient to
maintain the  confidentiality  thereof.  Notwithstanding  the foregoing,  ** may
disclose the Customer's  confidential  information to **'s agents, provided that
such agents agree to be bound by confidentiality  provisions  equivalent to this
section.

9. FORCE MAJEURE

a.) If at any time  during the Term,  ** is unable to provide  any or all of the
Services by reason of the  occurrence of an event of Force  Majeure  (defined in
Section  9(b)),  ** will be  excused  from the  performance  01 its  obligations
hereunder,  during the continuance of such inability,  provided that ** provides
written notice of the occurrence of the Force Majeure to the Customer within ten
(10) days of its  occurrence  and takes all  reasonable  measures  to prevent or
remove the Force  Majeure.  In the event of the  occurrence of an event of Force
Majeure, ** may provide the Customer with bridge service,  if possible,  and the
Customer may, at its option,  terminate the Agreement  with written notice if **
cannot resume provision of the Services within sixty (60) days of the occurrence
of the event of Force Majeure.

b.) "Force Majeure" means a fire, rain, flood, epidemic, earthquake,  snowstorm,
ice buildup,  quarantine,  embargo,  or other act of God;  explosion,  damage or
destruction  of equipment or facilities;  strike,  lockout or other dispute with
workers;  riots,  civil disputes,  war (whether declared or undeclared) or armed
conflict;  any municipal  ordinance or  provincial or federal law,  governmental
order of regulation or order of any court or regulatory  body;  the inability to
obtain, or any delay in obtaining, local access for any reason whatsoever, fraud
control by ** which  renders  continued  provision  of a Service or the Services
under the Agreement impossible, impracticable or illegal.

10. GENERAL

a.) Any notice,  request,  demand,  consent or other  communication  provided or
permitted hereunder shall be in writing and given by personal delivery,  or sent
by registered mall,  postage prepaid,  or transmitted by facsimile or other form
of recorded  communication tested prior to transmission,  addressed to the party
for which it is  intended  at its  address  set out on the  Services  Agreement;
provided, however, that either party may change its address for notice by giving
five (5) days  prior  written  notice of such  change to the other  party in the
manner  prescribed  above.  Any  notice  so given  shall be  deemed to have been
received on the dale on which it was  delivered or  transmitted  by facsimile or
other form of recorded communication.

b.) This Agreement  will be govemed by and construed in accordance  with the law
of the  Province  of  Ontario.  The  parties  hereby  attorn  to  the  exclusive
jurisdiction of the courts of the Province of Ontario.

c.) If you are an individual,  (including individuals carrying on business alone
or in partnership with other  individuals),  you consent to the collection,  use
and  disclosure  by ** of  personal  and  business  information  (including  any
information  obtained from others with your consent) concerning you submitted to
us ("Information").  You certify all Information to be true and complete. ** may
use the  Information  to establish and serve you as our  customer,  to determine
whether  other ** services  are  suitable  for you and offer them to you or when
required  or  permitted  by law.  We may also obtain  Information  from  parties
outside **, including through a credit check, and verify  Information with them.
You  authorize  those  parties  to  give  us the  Information.  We may  disclose
Information to other parties and credit bureaus to establish your credit history
and support the credit process.  You may obtain our Privacy Code, or review your
options for refusing or withdrawing this consent, by calling **'s or by visiting
our web site at **.

d.) This  Agreement is subject to all of the terms and  conditions of **'s terms
and service  which have been filed with the CRTC,  as amended from time to time.
The most up-to-date versions of the documents are available by calling **'s.

e.)  If any  section,  provision  or  part  of  this  Agreement  is  held  to be
unenforceable,  invalid or  illegal,  then it shall be severed  and deemed to be
deleted and the remaining provisions shall remain valid and binding.

f.) No waiver of any of the  provisions of this  Agreement  shall be deemed,  or
shall constitute,  a waiver of any provision,  whether or not similar, nor shall
any waiver constitute a continuing waiver.


** The confidential portion has been omitted pursuant to a request for
confidential treatment. The confidential portion has been filed separately with
the Securities and Exchange Commission.

                                     Page 4
<PAGE>
g.) Time is of the essence of this Agreement

The parties hereto confirm that it is their wish that this Agreement, as well as
any other documents relating hereto,  including all notices, have been and shall
be drawn up in the English language only. Les parties ont expressement exige que
cet accord et ces documents soient rediges en langue anglaise seulement.


** The confidential portion has been omitted pursuant to a request for
confidential treatment. The confidential portion has been filed separately with
the Securities and Exchange Commission.

                                     Page 5
<PAGE>
                                    ** ("**")
                          ACCEPTABLE USE POLICY ("AUP")

**'s goal is to provide high quality service to our customers  while  protecting
their privacy and security.  We have established our AUP to prevent unacceptable
uses of our services and equipment and to ensure that we are able to provide the
level and quality of services our customers expect.

The AUP applies to all customers of **.

"Customer" includes any organization,  individual,  company, or other entity and
their agent or affiliate, to which ** (directly or indirectly) provides services
("**").

"**" includes any ** facilities,  any equipment on **'s side of the  demarcation
point or point of service,  any equipment  owned or provided by **, any services
provided  by or  arranged  by ** and any  service  which  is the  subject  of an
agreement between ** and the Customer,  regardless of whether or not the user of
** has a contract with **.

PROHIBITED USES
The  following  uses  are  prohibited  under  this  AUP.  The  descriptions  are
guidelines and are not meant to be exhaustive.

*    Illegal/Criminal Activity
** must not be used in creating, facilitating, or attempting, the intentional or
unintentional  criminal  or civil  violation  of  federal,  provincial  or other
applicable law or regulation.

Violations include:

*    infringing copyrights, trademarks, trade secrets, patents or other types of
     intellectual property;
*    posting any  content  that  threatens,  advocates,  promotes  or  otherwise
     encourages   violence  or  which  provides   instruction,   information  or
     assistance in causing or carrying out such violence;
*    transmitting offensive materials including obscene, pornographic, indecent,
     hateful, defamatory or otherwise objectionable material;
*    violating personal privacy.
*    Security and Integrity Violations

** must not be used in creating,  facilitating,  or attempting  (successfully or
unsuccessfully)  the  violation  of the  security  or  integrity'  of a network,
service or other system of ** or others.


** The confidential portion has been omitted pursuant to a request for
confidential treatment. The confidential portion has been filed separately with
the Securities and Exchange Commission.
<PAGE>
Violations include:

*    circumventing  user  authentication  or  security  of any host,  network or
     account ("cracking" or "hacking");
*    interfering  with service to any user,  host,  network  ("denial of service
     attacks");
*    falsifying addressing information including modifying header information of
     any  TCP/IP  packet  or email  or  newsgroup  posting  for the  purpose  of
     concealing the sender's or recipient's  identity or any other  illegitimate
     purpose.  This  provision is not intended to disallow the use of aliases or
     anonymous remailers for any legitimate purpose;
*    using ** to violate the  acceptable  use policies or service  agreements of
     others.
** may investigate  incidents involving such violations and may involve and will
co-operate with law enforcement if a criminal violation is suspected.

*    Spamming, etc.
** must not be used in sending a message  (including  fax and voice  traffic) to
any person who does not wish to receive it or with the effect of preventing fair
and  proportionate  use of ** by  others,  or in  spamming,  whether  or not the
quantity or quality of messages disrupts the facilities of ** or others.

Violations include:

*    sending  unsolicited  bulk messages  (commercial  advertising,  unsolicited
     commercial messages, political tracts, announcements, etc.);
*    sending messages with charity requests, petitions for signature, chain mail
     or financial scam related requests;
*    posting  a  single  message,  or  similar  messages,  to large  numbers  of
     newsgroups  (excessive  cross-posting  or multiple  posting,  also known as
     "USENET spam");
*    spamming   indirectly  through  the  use  of  other  service  providers  or
     transmitting  email or content  through  other  service  providers in a way
     which indicates in any way that ** was involved in the transmission of such
     email or content;
*    operating an unsecured email relay;
*    posting binary files to non-binary newsgroups;
*    attempting to evade filters of spamming;
*    violating  accepted  norms  of  the  Internet  community,  whether  or  not
     expressly mentioned in this AUP.

**'S RIGHTS
** reserves the right to prohibit activities that violate this AUP or may damage
its reputation.

** will generally not monitor private  electronic mail messages sent or received
by its Customers but may conduct reasonable  investigation of a Customer and its
equipment  (i) if  required  by law  or  (ii)  upon  reasonable  suspicion  of a
violation  of this AUP to  determine if there has been a violation or (iii) when
public safety may require it. ** may at all times monitor its  performance of **
electronically to determine if its facilities are operating satisfactorily.

                                     Page 2

** The confidential portion has been omitted pursuant to a request for
confidential treatment. The confidential portion has been filed separately with
the Securities and Exchange Commission.
<PAGE>
** may disclose Customer information or information  transmitted by means of its
facilities  (i) to comply with legal  requirements  or (ii) where  necessary  to
protect ** and others from harm or (iii) where such  disclosure  is necessary to
the proper operation of **'s  facilities.  ** is not obliging itself to Customer
to inform the Customer that Customer's information has been disclosed or will be
disclosed and in some cases may be prohibited by law from so informing.

The Customer acknowledges that ** is unable to exercise control over the content
of  information  passing  through  its  facilities  or  carried  as a result  of
performing ** and is therefore not responsible for that content.

CONSEQUENCES
Violation of this AUP (direct or indirect,  including by a third party) entitles
**  to  remove  immediately  the  offending  material,  establish  immediate  or
temporary  filtering,  deny access,  suspend or terminate  **, or take any other
appropriate  action, as determined by ** in its sole discretion,  in addition to
any  remedies  provided  by any  agreement  to provide **. ** may give notice of
violations  but ** reserves the right to act without notice when  necessary,  as
determined by ** in its sole discretion.  Nothing in this AUP is to be construed
to  limit  **'s  actions  or  remedies  in any way  with  respect  to any of the
foregoing  activities,  and ** reserves the right to take any additional actions
it may deem  appropriate  with  respect to such  activities,  including  without
limitation,  taking  action to recover  the cost of  identifying  offenders  and
disconnecting  them from **,  and  charging  to cover **'s costs in the event of
disconnection  of dedicated  access or like  situation.  ** may co-operate  with
other  service  providers to  discourage  and resist  abuses of  acceptable  use
policies.  ** reserves the right to take corrective  action upon notification to
** of  unacceptable  use on  other  networks.  ** may be used  to link to  other
networks  world-wide  and you agree to conform to the acceptable use policies of
these networks.  You agree, through your operations,  not to cause disturbances,
outages or other  problems which may affect **'s or any other network or network
based equipment, or which may adversely affect **'s ability to provide services.

INDEMNIFICATION
You will  indemnify and hold ** harmless from any claim brought by third parties
relating to Customer's  use of **. You must defend and pay all damages and costs
(including legal fees) arising from such claims.  You must immediately notify **
of any claim or potential claim, within the Customer's knowledge,  involving the
Customer  related  to **.  Failure  to do so gives ** the right to  defend  such
claims at your sole cost.

INCIDENT REPORTING
To report a suspected breach of this AUP, please contact **.


                                     Page 3

** The confidential portion has been omitted pursuant to a request for
confidential treatment. The confidential portion has been filed separately with
the Securities and Exchange Commission.
<PAGE>
REVISIONS TO AUP
** may amend this AUP according to its services agreement(s) with you. Use of **
after due notification according to those services agreement(s), will constitute
your acceptance of the amended AUP.

If you have any questions regarding this AUP, please contact **.

                                     Page 4

** The confidential portion has been omitted pursuant to a request for
confidential treatment. The confidential portion has been filed separately with
the Securities and Exchange Commission.
<PAGE>
                              Schedule of Services
================================================================================
Date: September 10, 2004

Master Services Agreement Number: **

Schedule Number: **                                Revised for a 3 year contract

Corporate Legal Name: MidNet, Inc.

Corporate Trading/Operating Name:  MidNet, Inc.

<TABLE>
<CAPTION>
                                                                  Currency           Rate
Address         No     Qty   Description     Charge    Price Type   Type    Rate     Type      Term
-------         --     ---   -----------     ------    ----------   ----    ----     ----      ----
<S>            <C>    <C>    <C>            <C>        <C>         <C>     <C>       <C>     <C>
**              1      **    **              **        **           USD                        3 year

                1.2    **    **              **        **                                      3 year

**              2      **    **              **        **           USD                        3 year

                2.2    **    **              **        **                                      3 year

**              3      **    **              **        **           USD                        3 year

                3.2    **    **              **        **                                      3 year

**              3      **    **              **        **           USD                        3 year

                3.2    **    **              **        **                                      3 year
</TABLE>

Total Monthly Recurring (MRC)         **   US Dollars
Total Non-Recurring (NRC)             **
Note: Client will provide a installation time line to ** by July 15, 2004.
Client may purchase additional private lines between these locations at these
same prices anytime during this contract.

<TABLE>
<CAPTION>
<S>     <C>
SIGNATURES
**                                                                   CUSTOMER

Representative (Print)                Representative Phone Number    Legal Name
----------------------                ---------------------------    ----------
**                                    **                             MidNet, Inc.

Representative Identification Number  Representative Signature       Authorized Signatory
------------------------------------  ------------------------       --------------------
**                                    X /s/ **                       X /s/ Kassandra Gehry

** Authorized Name                    Authorized Signatory           Customer Authorized Name      Authorized Customer Phone
(Print)                                                              (Print)                       Number
------------------                    --------------------           ------------------------      -------------------------
**                                    X/s/ **                        Kassandra Gehry               778-892-2014

Title                                 Date                           Title                         Date
-----                                 ----                           -----                         ----
Director of Sales                     June 11, 2004                  Director of Network Strategy  June 11, 2004 revised
                                                                                                   September 9, 2004 for
                                                                                                   longer term contract
</TABLE>

                                   Page 1 of 1

** The confidential portion has been omitted pursuant to a request for
confidential treatment. The confidential portion has been filed separately with
the Securities and Exchange Commission.