EXHIBIT 10.9

                          LICENSE AND SERVICE AGREEMENT

     THIS  LICENSE  AND  SERVICE  AGREEMENT  ("Agreement"),   by  and  among  **
("LICENSOR"),  **  ("COMPANY"),  and  MIDNET  USA,  INC.,  A NEVADA  CORPORATION
("CUSTOMER") is entered into as of July 23, 2004.

                                  INTRODUCTION

     Licensor  operates  the Data  Center and has agreed to provide  the License
     Services  to  Customer  in  accordance  with  Section 2 of this  Agreement.
     Company has agreed to provide the Company  Services to Customer at the Data
     Center in accordance with Section 3 of this Agreement.  Customer has agreed
     to pay the Service Fees to Licensor  and/or  Company and to comply with the
     terms of this Agreement.  The License and Service  Provisions  Addendum and
     any other  documents  executed by Licensor  and/or  Company and Customer in
     connection  with this  Agreement,  as may be amended from time to time, are
     made part of this Agreement.  All capitalized  terms are defined in Section
     13 of this Agreement.

                                LICENSE SERVICES

     1.1 General. Licensor shall provide License Services to Customer subject to
and in accordance  with the provisions of this  Agreement.  Subject to the terms
and  conditions  of this  Agreement,  Licensor  grants  Customer  a limited  and
non-exclusive  license to use the  Customer  Area and Data Center in  accordance
with this Agreement.

     1.2 Term;  Service  Fees.  The Term of this  Agreement  with respect to any
particular License Service,  and the Service Fees for that Service,  shall be as
indicated on the applicable  License and Service  Provisions  Addendum signed by
Customer and  Licensor.  The Term for such Services may be extended as agreed to
by Licensor and Customer. If Licensor and Customer fail to execute a new License
and Service  Provisions  Addendum after the expiration of a Term, this Agreement
shall remain in effect on a  month-to-month  basis and Licensor may, in its sole
discretion,  increase the License  Service Fees or terminate this Agreement upon
ten (10) days prior written notice.

     1.3 Payment.  Licensor shall invoice all Service Fees for License  Services
monthly in advance,  and Customer  shall pay all amounts due on the first day of
each month,  or as otherwise  indicated on the invoice.  If Service Fees are not
paid within ten (10) days from the date due, (a) a late fee of five percent (5%)
of the overdue  amount shall be due and payable by Customer and (b) such overdue
amount will accrue interest from ten (10) days after the due date to the date of
payment,  at the  standard  late  interest  rate  charged by  Licensor,  and (c)
Customer shall reimburse  Licensor for all of its attorneys' fees and costs. All
payments to Licensor  are  exclusive  of all  applicable  taxes,  fees or levies
whatsoever,  now or in the future imposed on the  transaction or the delivery of
License  Services,  all of  which  Customer  shall  pay in full as  invoiced  by
Licensor.

     2.4 Payment Due Upon  Execution.  The following  sums (see Section 7 of the
Addendum)  shall be due and  payable by Customer  to  Licensor  upon  Customer's
execution of this Agreement and shall be sent with Customer's executed copies of
this Agreement to Licensor: (a) any Non-Recurring Fees set forth in Section 5 of
the Addendum;  (b) the first and last months'  Monthly License Fees as set forth
in Section 5 of the Addendum; and (c) a Security Deposit in the amount set forth
in Section 6 of the Addendum.

                                COMPANY SERVICES


     1.4 General.  Company shall provide Company Services to Customer subject to
and in accordance with the provisions of this Agreement.

     1.5 Term;  Service  Fees.  The Term of this  Agreement  with respect to any
particular Company Service,  and the Service Fees for that Service,  shall be as
indicated on the applicable  License and Service  Provisions  Addendum signed by
Customer  and  Company;  provided  that the term of this  Agreement  for Company
Services  shall not extend  beyond the Term for License  Services.  The Term for
Company  Services  may be  extended  as agreed to by Company  and  Customer.  If
Company  and  Customer  fail to execute a new  License  and  Service  Provisions
Addendum after the expiration of a Term,  this Agreement  shall remain in effect
on a month-to-month basis and Company may, in its sole discretion,  increase the
Company  Service  Fees or  terminate  this  Agreement  upon ten (10) days  prior
written notice.

     1.6 Payment.  Company shall  invoice all Service Fees for Company  Services
monthly in advance,  and Customer  shall pay all amounts due on the first day of
each month,  or as otherwise  indicated on the invoice.  If Service Fees are not
paid within ten (10) days from the date due, (a) a late fee of five percent (5%)
of the overdue  amount shall be due and payable by Customer and (b) such overdue
amount will accrue interest from ten (10) days after the due date to the date of
payment,  at the  standard  late  interest  rate  charged by  Licensor,  and (c)
Customer shall reimburse  Company for all of its attorneys' fees and costs.  All
payments  to Company  are  exclusive  of all  applicable  taxes,  fees or levies
whatsoever,  now or in the future imposed on the  transaction or the delivery of
Company Services all of which Customer shall pay in full as invoiced by Company.

     3.4 Payment Due Upon  Execution.  The following  sums (see Section 9 of the
Addendum)  shall be due and  payable  by  Customer  to Company  upon  Customer's
execution of this Agreement and shall be sent with Customer's executed copies of
this Agreement to Licensor: (a) any Non-Recurring Charges set forth in Section 8
of the Addendum and (b) the first month's Monthly Recurring Charges as set forth
in Section 8 of the Addendum.

                               CUSTOMER EQUIPMENT

     1.7 Installation. After obtaining authorization from Licensor, Customer may
install  Customer  Equipment,  in the Customer  Area  specified  for Customer as
provided  in  the  License  and  Service  Provisions  Addendum  or as  otherwise
specified by Licensor.  Customer agrees to provide Licensor,  from time to time,
with a list of Customer Equipment and its estimated market value, and to install
and operate the  Customer  Equipment,  including  interconnections,  cabling and
conduit,  only in the  locations  and as otherwise  specified on the  applicable
License and Service Provisions Addendum and in accordance with this Agreement.


**  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>
     1.8 Access and Use. The Customer  Area shall only be accessed in accordance
with Licensor's security and access policies and rules.  Licensor shall have the
right, but not the obligation,  to restrict access to those  representatives  of
Customer  who are  specified  in writing  by  Customer.  Customer  shall have no
license to access, use, operate or store Customer Equipment (including,  without
limitation,  conduits and cabling) in any location  other than the Customer Area
as specified  in the License and Service  Provisions  Addendum,  or as otherwise
approved by  Licensor.  Licensor  and Company  shall have access to the Customer
Area in order to perform Services,  maintenance or repairs, to make alterations,
and to show and  inspect  the  Customer  Area.  Licensor  may  modify or suspend
License  Services as necessary to comply with any law or  regulation or Licensor
policy,  as  reasonably  determined  by  Licensor.  Customer  shall  comply with
Licensor's rules and regulations,  including security and access policies,  with
respect to the Data Center. Customer may use the Customer Area only for purposes
of storing  maintaining and operating  Customer Equipment in a manner consistent
with the business and operations of the Data Center,  Customer shall not use the
Customer Area for general office use or for any other purpose.  Customer  agrees
not to interfere with the use of the Data Center by other customers,  licensees,
occupants and tenants. If Customer or the Customer Equipment interferes with the
operations  of the  Data  Center  or with any  operations  or  equipment  of any
customer,  licensee,  occupant  or tenant  of the Data  Center,  Customer  shall
immediately eliminate all such interference.  No work or alterations to the Data
Center shall be performed by or on behalf of Customer unless approved in writing
and in advance by Licensor, and Customer shall not cause any liens to be imposed
upon the Data Center.  If Customer desires to interconnect with other customers,
licensees  or tenants in the Data Center  and/or  Building,  Customer  agrees to
facilitate all of its interconnections and cross-connections via the MUX and MDF
Rooms  offered by Company.  Customer  acknowledges  that  neither  Licensor  nor
Company have made any representations or warranties regarding Customer's ability
to interconnect  with other  customers,  licensees or tenants in the Data Center
and/or  Building.  Customer's  inability to interconnect  with other  customers,
licensees  or  tenants  in the Data  Center  and/or  Building  shall not  affect
Customer's obligations under this Agreement.

     1.9 Removal of Customer Equipment. If Customer wants to remove any Customer
Equipment  during the Term of this  Agreement,  Customer shall provide  Licensor
with a  written  description  of the  Customer  Equipment  to be  removed.  Upon
request,  Customer shall pay all Service Fees and other sums payable to Licensor
prior to removal of substantially all of the Customer Equipment.

     1.10  Relocation of Customer  Equipment.  In the event Licensor  determines
that  it is  necessary  to  relocate  Customer  Equipment,  Licensor  shall  use
commercially reasonable efforts to minimize the interference with Customer's use
of the  Services,  and Customer  shall  cooperate in good faith with Licensor to
facilitate such relocation. Licensor shall be responsible for any costs incurred
by Licensor in connection with any such  relocation,  and for the cost of direct
labor  incurred  by  Customer  within the Data  Center in  connection  with such
relocation  (but not other costs  incurred  by  Customer).  Notwithstanding  the
foregoing,  if such relocation is due to  interference of Customer  Equipment or
otherwise  required  because of Customer,  Customer shall be responsible for the
costs of such relocation,  including all costs incurred by Licensor, Company and
Customer.

     1.11 Security.  Licensor has rules and policies  governing  security,  with
which  Customer  agrees to comply;  however,  Licensor  does not  guarantee  the
security of Customer  Equipment or the Customer Area,  and Customer  agrees that
Licensor will not be liable for any  inability,  failure or mistake in doing so.
Customer  shall  provide to the Data Center  manager any keys or any other means
necessary to access such Customer Equipment during emergencies.

     1.12  Removal of Cabling.  Customer  shall,  at its sole cost and  expense,
promptly (and otherwise  within five (5) business days after demand by Licensor,
which  demand  may be made from time to time and at any time)  remove any unused
and/or  dead cables of Customer in the  Customer  Area,  Data Center  and/or any
other portion of the Building (without  providing Customer the right to have any
cabling  except to the extent set forth in the License  and  Service  Provisions
Addendum),  and immediately  repair all damage  resulting from such removal.  If
Customer  fails to comply with the  foregoing  terms of this Section  4.6,  then
Licensor may, upon  forty-eight  (48) hours written  notice to Customer,  remove
such unused and/or dead cables (whether existing or future), and/or repair those
portions  of the  Customer  Area,  Data Center  and/or any other  portion of the
Building  damaged by the  removal  (whether  the removal was done by Licensor or
Customer),  and Customer  shall,  immediately  upon demand by  Licensor,  pay to
Licensor all costs and expenses  incurred in  connection  therewith,  including,
without  limitation,  Licensor's  administrative fee of fifteen percent (15%) of
the cost of the work in question.

                           CUSTOMER OBLIGATIONS

     1.13  Representations  and Warranties of Customer.  Customer represents and
warrants (to Licensor and Company)  that at all times (i) Customer has the legal
right and authority,  and will maintain the legal right and authority during the
Term  of  this  Agreement,   to  install  and  use  the  Customer  Equipment  as
contemplated  under this Agreement;  and (ii) the performance of its obligations
under this Agreement and use of Services and Customer Equipment will not violate
applicable manufacturer's specifications, or any applicable laws or regulations,
or rules,  regulations  or policies of  Licensor  or  Company,  or  unreasonably
interfere with other Licensor and/or Company customers' use of Services, or with
the use of Services of the Data Center by any customers,  licensees,  tenants or
other occupants of the Data Center,  (iii) the person or persons  executing this
Agreement on behalf of Customer is or are authorized to do so.

     1.14  Damage/Repair.   If  Customer  or  any  of  its  agents,   assignees,
sublicensees,   representatives,   employees,  contractors,   subcontractors  or
invitees  damages  any  portion  of the  Data  Center  or any  equipment  of any
customer,  licensee,  occupant or tenant, Licensor and/or Company shall have the
right and may, in its sole  discretion,  repair such damage and  Customer  shall
immediately  reimburse Licensor and/or Company,  as applicable for all costs and
expenses incurred in such repair.

                                    INSURANCE

     1.15  Customer  Minimum  Insurance  Levels.   Customer  will  maintain  the
following  insurance  during  the  Term:  (i)  comprehensive  general  liability
insurance  in an amount not less than US$2  million  per  occurrence  for bodily
injury and property  damage;  (ii) hazard  insurance for Customer  Equipment for
perils covered by the special form ISO  Commercial  Property  insurance  policy,
including  but not limited to loss of  business  income and extra  expense;  and


**  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.

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<PAGE>
(iii) machinery insurance for Customer Equipment for perils covered by the broad
form machinery  policy,  including but not limited to business  interruption and
extra expense, and (iv) workers  compensation  insurance or employer's liability
insurance  in an amount not less than that  required  by  applicable  law.  Such
insurance: shall be with insurers reasonably acceptable to Licensor and Company;
shall not have a deductible  amount in excess of US$10,000 in  aggregate;  shall
name  Licensor  and  Company  and any other  parties  identified  by Licensor or
Company  from  time to  time,  such as their  lenders,  as  additional  insureds
(Licensor,  Company,  and such additional parties shall be referred to herein as
the  "Additional  Insureds");  shall provide that such  insurance is primary and
that any  insurance  carried by  Licensor  or  Company  or any other  Additional
Insured is excess and non-contributing; shall provide that such insurance cannot
be canceled or modified upon less than thirty (30) days prior written  notice to
Licensor and Company and any other  Additional  Insured;  and shall provide that
the insurer  waives all rights of subrogation  against  Licensor,  Company,  all
Additional Insureds and their respective officers, directors, employees, agents,
representatives and contractors. Prior to any installation of Customer Equipment
in the  Customer  Area,  and  prior  to any  expiration  date  of the  insurance
policies,  Customer will furnish  copies of policies  which  evidence  insurance
coverage required hereunder.  Upon request by Licensor or Company, Customer will
provide copies of all required insurance policies.

     1.16 Waiver of Subrogation. Licensor, Company and Customer hereby waive and
shall cause their respective  property  insurance  carriers to waive any and all
rights of  recovery,  claim,  action or causes of action  against  the other and
their  respective  trustees,  principals,  beneficiaries,   partners,  officers,
directors,  agents,  and  employees,  for any loss or  damage  that may occur to
Licensor,  Company  or  Customer  or any party  claiming  by,  through  or under
Licensor,  Company or Customer, as the case may be, with respect to any Customer
Equipment or the Data Center thereof,  including all rights of recovery, claims,
actions or causes of action arising out of the  negligence of Licensor,  Company
or the  negligence of Customer  which loss or damage is (or would have been, had
the property  insurance  required by this  Agreement  been  carried)  covered by
insurance.

                              INTELLECTUAL PROPERTY

     Customer is and shall remain  exclusively  entitled to all right, title and
     interest  in and  to all of  Customer's  Technology  and  its  Confidential
     Information,  Licensor  is and shall  remain  exclusively  entitled  to all
     right,  title and interest in and to all of Licensor's  Technology  and its
     Confidential  Information,  and  Company  is and shall  remain  exclusively
     entitled  to all  right,  title  and  interest  in and to all of  Company's
     Technology and its Confidential  Information.  No Party shall,  directly or
     indirectly,  reverse engineer, decompile,  disassemble or otherwise attempt
     to derive source code or other trade secrets from the property of the other
     Parties.

                              NO LEASE OR EASEMENT

     This  Agreement is a services  agreement  and does not  constitute a lease,
     sublease  or  easement  of or  with  respect  to  real  property.  Customer
     acknowledges  and  agrees  that it has  been  granted  only a  limited  and
     non-exclusive  license  to use the  Customer  Area and the Data  Center  in
     accordance  with this  Agreement,  and to obtain the License  Services  and
     Company Services.

                  NO THIRD PARTY BENEFICIARIES; INDEMNIFICATION

     Licensor,  Company  and  Customer  agree that there shall be no third party
     beneficiaries  to this  Agreement,  including,  but  not  limited  to,  the
     insurance providers for any Party. Customer will indemnify, defend, protect
     and hold  harmless  Licensor and Company,  and their  respective  officers,
     directors,   principals,  and  employees  (collectively,  the  "Indemnified
     Parties"),  from  and  against  any and all  costs,  damages,  liabilities,
     losses, and expenses (including,  but not limited to, reasonable attorneys'
     fees and costs)  resulting  from any claim,  suit,  action,  or  proceeding
     brought by any third party against any  Indemnified  Party alleging (i) the
     infringement  or  misappropriation  of any  intellectual  property right or
     other unlawful or illegal  wrongdoing by Customer  relating to the delivery
     or use of  Services  by  Customer,  its  officers,  directors,  principals,
     employees,  agents,  assignees and sublicensees;  (ii) personal or physical
     injury or property  damage  caused by Customer,  its  officers,  directors,
     principals,  employees,  agents, assignees or sublicensees;  (iii) any work
     done  at the  Data  Center  by or for  Customer,  or any  negligent  act or
     omission by Customer or its  officers,  directors,  principals,  employees,
     agents,  assignees  and  sublicensees,  or any breach of this  Agreement by
     Customer;  and (iv) any damages  arising out of the Services or the failure
     of Services, or the use by Customer or its employees,  agents, contractors,
     assignees or sublicensees of the Data Center, or any claims by customers of
     Customer,  or the  destruction or damage to Customer  Equipment,  except as
     caused by Licensor's or Company's gross  negligence or willful  misconduct.
     The provisions of this Section shall survive termination of this Agreement.

                            LIMITATIONS OF LIABILITY

     1.17 Damage to Customer Equipment. Neither Licensor nor Company assumes any
liability for, and Customer hereby releases Licensor and Company for, any damage
to,  or loss  of,  any  Customer  Equipment  resulting  from any  cause  (except
Licensor's  and/or Company's own willful  misconduct or gross  negligence),  and
Customer assumes full responsibility for protecting the Customer  Equipment.  In
any event,  Licensor  and Company  shall not be liable for any damage  resulting
from any type of conduct if such loss is covered by  Customer's  property/hazard
insurance.  To the extent Licensor or Company is found liable for any damage to,
or  loss  of,  Customer  Equipment,  such  liability  will  be  limited  to  the
replacement value of Customer  Equipment.  Neither Licensor nor Company shall be
liable for lost data and software.

     1.18 Limitation of Damages.  Licensor's and Company's  respective liability
arising out of or relating to this Agreement,  including  without  limitation on
account of performance or nonperformance of obligations hereunder, regardless of
the form of the cause of action,  whether in contract,  tort (including  without
limitation  negligence),  statute  or  otherwise,  shall be subject to the other
terms of this  Agreement  and  shall  in no event  exceed  the  amounts  paid by
Customer to Licensor for the License  Services  which are the subject  matter of
the claim or paid by Customer to Company for the Company  Services which are the
subject matter of the claim or, if it does not relate to specific  Services,  to
fifty percent (50%) of all amounts paid by Customer to Licensor  and/or Company,
as applicable.


**  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.

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<PAGE>
     1.19 Waiver of Certain  Damages.  Notwithstanding  anything to the contrary
contained  in this  Agreement,  neither  Licensor nor Company  shall,  under any
circumstances,  be  liable  for any  claim  for any  consequential,  incidental,
indirect,  punitive,  exemplary or special damages of any nature whatsoever,  or
for any damages arising out of or in connection with any  malfunctions,  delays,
loss of data, lost revenues, lost profits, interference, interruption of service
or loss of business or anticipatory  profits,  regardless of the form of action,
whether in contract, tort (including negligence), strict liability or otherwise.

     1.20 Warranty  Limitation.  Neither  Licensor nor Company makes any express
and/or implied warranties of any kind whatsoever, including, but not limited to,
warranties of fitness for a particular purpose, merchantability, noninfringement
of  intellectual  property rights and title,  and any warranties  arising from a
course of dealing, usage, or trade practice.

                             TERMINATION; EXPIRATION

     1.21  Termination  for Breach.  Licensor  and/or Company may terminate this
Agreement  upon  written  notice of  termination  to  Customer,  if (i) Customer
breaches any material term or condition of this  Agreement  (including,  without
limitation,  the failure to pay any  Service  Fees when due) and, if such breach
arises due to a failure to pay Service  Fees,  such failure  continues for three
(3)  business  days after  such Fees are past due,  and,  with  respect to other
breaches (other than as provided in this paragraph as subsections (ii) and (iii)
below),  Customer  fails to cure such breach within seven (7) days after receipt
of written  notice of breach from the Party  sending the notice;  (ii)  Customer
files a voluntary  petition in bankruptcy or commences any voluntary  proceeding
relating to insolvency, receivership,  liquidation, or composition or assignment
for the benefit of its creditors;  or (iii)  Customer  becomes the subject of an
involuntary  petition,  in bankruptcy or any involuntary  proceeding relating to
insolvency,  receivership,  liquidation  or  composition  or assignment  for the
benefit of creditors if such  petition or  proceeding  is not  dismissed  within
thirty (30) days of filing.

     1.22 Termination by Licensor or by Company. If Customer defaults under this
Agreement as provided in Section 11.1 above, Licensor or Company, as applicable,
at any time thereafter has the right to deny Customer access to the Data Center,
may suspend and  terminate  the  provision  of Services and may  terminate  this
Agreement.  In  addition  to  all  other  remedies,  upon  termination  of  this
Agreement,  Licensor and Company each reserves the right to disconnect  power to
Customer Equipment, and otherwise discontinue Services.

     1.23 Removal of  Equipment/Security  Agreement/Lien on Equipment.  Upon the
expiration or earlier termination of this Agreement,  Customer shall remove from
the Data Center all Customer  Equipment  and shall  return the Customer  Area to
Licensor in the same condition as it was on the Commencement  Date,  normal wear
and tear  excepted,  pursuant to a time  schedule  agreed  upon by Licensor  and
Customer,  or if no  schedule  is agreed  upon,  within  ten (10) days after the
expiration  date or  termination  date,  as  applicable.  Customer  shall not be
permitted  to remove any  Customer  Equipment or retrieve any stored data unless
payment of all Service  Fees and other  amounts due and payable to Licensor  and
Company are current  and not in default.  If Customer  fails to comply with this
paragraph,  Customer shall be responsible  for all damages and costs incurred by
Licensor and Company, and during any period of holdover, shall also pay Licensor
and Company  monthly  Service Fees equal to  two-hundred  percent  (200%) of the
monthly  Service Fees in effect  immediately  preceding such holdover.  Customer
agrees that  Licensor and Company  shall each have a security  interest/lien  on
Customer's  Equipment and Customer's  stored data as security for payment of all
Service  Fees and other  amounts  due and payable to Licensor  and  Company,  as
applicable.

     1.24  Storage  of  Customer  Equipment.  If  Customer  does not  remove the
Customer  Equipment as required by this Agreement,  Licensor may remove Customer
Equipment to a secure storage area, at Customer's expense. Licensor shall not be
liable for any loss or damage  caused to Customer or its  Customer  Equipment or
other property resulting from such removal and storage.  If Licensor and Company
do not  receive  payment of all unpaid  Service  Fees and other  amounts due and
payable to Licensor  and  Company,  and the cost of removal  and storage  within
sixty (60) days  after the end of the Term,  Licensor  or  Company  may sell the
Customer Equipment at public or private sale. The proceeds of such sale shall be
applied  to costs  and to any  amounts  owing by  Customer  to  Licensor  and/or
Company,  and any damages incurred by Licensor and/or Company,  and the balance,
if any, shall be paid to Customer.

                               DEFAULT PROVISIONS

     1.25 Licensor's Remedies.  If Licensor terminates this Agreement because of
any reasons set forth in Section 11.1, or if Customer  terminates this Agreement
without just cause, Customer agrees to pay to Licensor,  within ten (10) days of
such  termination:  (i) an amount  equal to the  total of any and all  discounts
given  Customer  from the License  Service  Fees as reflected on the License and
Service  Provisions  Addendum up to the date of termination,  and (ii) since the
contract  damages  suffered by Licensor  would be  extremely  difficult,  if not
impossible,  to  determine,  Customer  agrees to pay Licensor an amount equal to
one-hundred  percent  (100%) of the License  Service Fees payable for all of the
months remaining on the Term of this Agreement, as liquidated damages and not as
a penalty.  These  damages  shall be in addition to the amounts due  pursuant to
Sections 9, 11.3 and 11.4 hereof.

     1.26 Company's  Remedies.  If Company  terminates this Agreement because of
any reasons set forth in Section 11.1, or if Customer  terminates this Agreement
without just cause,  Customer agrees to pay to Company,  within ten (10) days of
such  termination:  (i) an amount  equal to the  total of any and all  discounts
given  Customer  from the Company  Service  Fees as reflected on the License and
Service  Provisions  Addendum up to the date of termination,  and (ii) since the
contract  damages  suffered  by Company  would be  extremely  difficult,  if not
impossible,  to  determine,  Customer  agrees to pay Company an amount  equal to
one-hundred  percent  (100%) of the Company  Service Fees payable for all of the
months remaining on the Term of this Agreement, as liquidated damages and not as
a penalty.  These  damages  shall be in addition to the amounts due  pursuant to
Sections 9, 11.3 and 11.4 hereof.

                                   DEFINITIONS


     "COMMENCEMENT  DATE" means,  with respect to any License Service,  the date
     Licensor will begin  providing such License  Service to Customer,  and with
     respect to any Company Service,  the date that Company will begin providing
     such Company Service to Customer,  as indicated on the relevant License and
     Service Provisions Addendum.  The Commencement Date of this Agreement shall
     be the first Commencement Date of any License Service or Company Service.


**  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.

                                       4
<PAGE>
     "COMPANY  SERVICES" means all services set forth in the applicable  License
     and Service  Provisions  Addendum,  including,  without  limitation (to the
     extent  set  forth  in  the  applicable   License  and  Service  Provisions
     Addendum):  (a) MDF Services  (cross-connects  through a main  distribution
     frame);  (b)  DC  Power  (direct  current  power  service);  (c)  AC  Power
     (alternating   current  power  service  and,  to  the  extent   applicable,
     uninterruptible  power  supply  service) (d)  Clocking  Service  (redundant
     clocking source for Customer networks through a managed Stratum II clocking
     system);  (e) EasyMUX Service  (managed  multiplexing  and  de-multiplexing
     service at a variety of connection  speeds for grooming and  aggregation of
     circuits);  (f) Media Conversion  Service (managed media conversion service
     that extends the traditional reach limitations of Time Division Multiplexed
     and  Ethernet  circuits);   (g)  Build-Out  Service  (build-out   services,
     including  demolition  and  clean-up,  site  preparations,  electrical  and
     lighting,   layout   implementation   and  finish   out  of   space);   (h)
     Rack-and-Stack Service (basic installation services for Customer equipment,
     including  racks,  cabinets,   cable  trays,  ladder  racks  and  equipment
     chassis);  (i) Wiring  Services  (providing  connections at the Data Center
     using cables); and (j) Remote Hands Service (repair,  maintenance and other
     services activated remotely).

     "CONFIDENTIAL  INFORMATION" means any information disclosed by any Party to
     the  other  Parties,  directly  or  indirectly,  in  writing,  orally or by
     inspection  of  tangible  objects  that is  designated  as  "Confidential,"
     "Proprietary"  or some other  similar  designation,  including  information
     disclosed to a disclosing party by third parties.

     "CUSTOMER  AREA"  means that  portion or those  portions of the Data Center
     made  available  to  customers  of Licensor  for the  placement of Customer
     Equipment and equipment of other Licensor customers.

     "CUSTOMER  EQUIPMENT"  means the Customer's  computer and network  hardware
     (not including  stored data) and all other tangible  equipment placed by or
     on behalf of Customer in the Customer Area. The Customer Equipment shall be
     identified  on a list  delivered  by  Customer to  Licensor,  as amended in
     writing from time to time by Customer.

     "DATA  CENTER"  means the  co-location  facility  operated by Licensor  and
     located  at the  address  set out in the  License  and  Service  Provisions
     Addendum.

     "FORCE  MAJEURE  EVENT" is any cause beyond a Party's  reasonable  control,
     including,  without  limitation,  acts  of war,  acts  of God,  earthquake,
     hurricanes, flood, fire or other similar casualty, embargo, riot, sabotage,
     labor  shortage or dispute,  governmental  act,  insurrections,  epidemics,
     quarantines,  inability to procure materials or transportation  facilities,
     failure   of  power,   restrictive   governmental   laws  or   regulations,
     condemnation,  failure of the Internet or other reason of a like nature not
     resulting from the actions or inactions of a Party.

     "LICENSE  AND  SERVICE  PROVISIONS  ADDENDUM"  means  the  form or forms so
     entitled,  as may be  amended,  signed  by  Customer  and  Licensor  and/or
     Customer  and  Company  setting out matters  including  without  limitation
     License Services, Company Services and Service Fees.

     "LICENSE  SERVICES" means all services set forth in the License and Service
     Provisions Addendum,  including without limitation (to the extent set forth
     in the applicable License and Service Provisions  Addendum) (i) Co-Location
     Services  (the  provision  of space as set forth in a License  and  Service
     Provisions  Addendum for Customer  Equipment  pursuant to this  Agreement),
     (ii) AC  Power  (alternating  current  power  service  and,  to the  extent
     applicable,   uninterruptible   power   supply   service)   and  (iii)  the
     non-exclusive use of Conduits and Innerducts.

     "PARTY(IES)" means the party or parties signing this Agreement.

     "SERVICE  FEES" means charges for Services as identified in the  applicable
     License and Service Provisions Addendum.

     "TECHNOLOGY"  with  respect  to any Party  means such  Party's  proprietary
     technology,  including (with respect to Company or Licensor, as applicable)
     Services, software tools, hardware designs, algorithms, software (in source
     and object forms), user interface designs,  architecture,  class libraries,
     objects and documentation  (both printed and electronic),  network designs,
     know-how,  business methods, and any related  intellectual  property rights
     throughout the world (whether owned by such Party or licensed to such Party
     from a third  party)  and also  including  any  derivatives,  improvements,
     enhancements or extensions of Technology conceived, reduced to practice, or
     developed by such Party or a related party during the Term.

     "TERM" means the period or period of time,  as set forth in the License and
     Service Provisions Addendum, during which Licensor and Customer, or Company
     and Customer, as applicable, are obligated to perform under this Agreement.

     "TERMINATION DATE" means, with respect to any License Service,  the date on
     which  Licensor  shall  cease to provide  such  License  Service,  and with
     respect to any Company  Service,  the date on which  Company shall cease to
     provide such Company  Service,  as indicated on the applicable  License and
     Service Provisions  Addendum,  or such earlier date which may be determined
     in accordance with this Agreement.

                            MISCELLANEOUS PROVISIONS

     1.27  Destruction of Data Center.  Licensor may terminate this Agreement by
written  notice  to  Customer  in the  event  (a) the Data  Center  is wholly or
partially  damaged by fire,  windstorm,  tornado,  flood or by similar causes or
casualties,  whether  or not  the  License  Services  or  Company  Services  are
affected,  and one or more  of the  following  conditions  are  present:  (i) in
Licensor's  reasonable  judgment,  the repairs cannot be accomplished within 180
days after the date of discovery of the damage,  (ii) the holder of any mortgage
or deed of trust or a ground lessor requires the insurance  proceeds be used for
purposes  other  than the  repair,  (iii) the  damage is not  fully  covered  by
Licensor's  insurance,  (iv) the damage occurs during the final 12 months of the
Term, or (v) the cost to repair exceeds $500,000 in the aggregate, or (b) all or


**  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.

                                       5
<PAGE>
any portion of the Data Center is taken by power of eminent domain,  or Licensor
grants a deed or other  instrument in lieu of such taking.  If Licensor does not
terminate this Agreement,  Licensor shall have a reasonable time within which to
rebuild or make any repairs.  Customer is  responsible to repair and replace any
damaged or destroyed  Customer  Equipment.  Licensor  and Company  shall have no
liability to Customer for any casualty,  eminent domain or failure or suspension
of License Services or Company  Services,  or for any annoyance,  inconvenience,
injury or damage related to such event or any repairs or restoration.

     1.28 Force Majeure; Court Order; Cancellation.  No Party will be liable for
any failure or delay in its  performance  under this  Agreement  (other than its
obligation  to make a payment  of money  under  this  Agreement)  due to a Force
Majeure Event, provided that the non-performing Party: (a) gives the other Party
prompt  written  notice of such  cause,  and (b) takes all  reasonable  steps to
promptly  correct such  failure or delay in  performance.  Neither  Licensor nor
Company shall be liable for its failure or delay in its  performance  under this
Agreement  if such  failure or delay is in  compliance  with and  pursuant to an
order issued by a court (or other tribunal) of competent jurisdiction. If either
Licensor  or Company is unable to provide  applicable  Services  for a period in
excess of thirty (30) consecutive days for any reason set forth in this section,
any Party may cancel this  Agreement  upon written  notice to the other Parties,
and all  Parties  shall be  released  from all  liability  accruing  under  this
Agreement from and after the effective date of such cancellation.

     1.29 Governing Law; Dispute Resolution. This Agreement shall be governed by
the laws of the State of  California,  without  reference to its conflict of law
provisions.  The Parties agree to use commercially reasonable efforts to resolve
all disputes by negotiation.  Any such dispute not so settled within thirty (30)
days from the  receipt of notice of the dispute  will be settled by  arbitration
conducted in the city in which the Data Center is located and in accordance with
the  rules  of  the  American  Arbitration  Association.  All  decisions  by any
arbitrator shall be in accordance with the applicable  federal,  state and local
laws and shall be contained in a reasoned,  written opinion.  Responsibility for
costs of the arbitration and related attorney's fees and expenses of the Parties
will be as specified in the arbitration  award, and the  arbitrator(s) is hereby
authorized  and  directed  to take  into  account  the  relative  merits  of the
positions  of the  respective  Parties  in  allocating  such  fees,  costs,  and
expenses.  The  arbitration  award will be final and  binding  upon the  Parties
hereto.  In the  event  a Party  applies  for a  judgment  to be  entered  on an
arbitrator's award, or in the event of any litigation between the parties,  then
and in such event the Courts of the jurisdiction (state or country) in which the
Data Center is located  will have  exclusive  jurisdiction  over the parties and
subject  matter,  and the  prevailing  party  shall be  entitled  to  reasonable
attorneys' fees and costs.

     1.30 Security Deposit.  Licensor and Company shall have the right to obtain
from Customer a security deposit,  which shall secure the compliance of Customer
with the terms of this  Agreement,  in the amount  indicated  on the  applicable
License and Service  Provisions  Addendum.  Licensor and Company  shall have the
right to retain that  portion of the security  deposit  necessary to pay for any
damages incurred by Licensor or Company for Customer's breach of this Agreement.
Customer shall immediately  replenish any security deposit to the extent used by
Licensor or Company to cure a breach of this Agreement.

     1.31 Severability;  Waiver. In the event any provision of this Agreement is
held by a  tribunal  of  competent  jurisdiction  to be  contrary  to any law or
regulation, the remaining provisions of this Agreement will remain in full force
and  effect.  The  Parties  shall not be deemed to waive any of their  rights or
remedies under this Agreement unless such waiver is in writing and signed by the
Party to be bound.  The waiver of any breach or default of this  Agreement  will
not constitute a waiver of any subsequent breach or default.

     1.32 Assignment.  Customer may assign this Agreement as part of a corporate
reorganization,  consolidation,  merger,  or  sale of  substantially  all of its
assets  without  obtaining  Licensor's or Company's  consent,  provided that the
transferee has at least the same net worth as the original Customer.  Except for
the foregoing, Customer may not assign this Agreement or sublicense the Customer
Area or the Services  without first obtaining  Licensor's and Company's  written
consents.  In any event, no assignment shall relieve Customer of its obligations
hereunder.  Both  Licensor and Company may assign this  Agreement in whole or in
part without obtaining the consent of Customer or any other Party.

     1.33 Notice. Any notice or communication  required or permitted to be given
under this Agreement may be delivered by hand, sent by overnight courier, at the
addresses set forth in the License and Service Provisions Addendum(s) or at such
other address as may hereafter be furnished.  Such notice will be deemed to have
been  given as of the date it is  delivered  unless  such date is a  weekend  or
holiday,   in  which  event  such  notice  will  be  deemed   delivered  on  the
next-succeeding business day.

     1.34  Relationship  of  Parties.  Licensor  and  Customer  are  independent
contractors   and  this  Agreement  will  not  establish  any   relationship  of
partnership, joint venture, employment, franchise or agency between Licensor and
Customer.  Company and Customer are  independent  contractors and this Agreement
will not establish any relationship of partnership,  joint venture,  employment,
franchise or agency between Company and Customer.

     1.35  Entire  Agreement;   Counterparts.  This  Agreement  constitutes  the
complete and exclusive agreement between the Parties with respect to the subject
matter hereof,  and supersedes and replaces any and all prior or contemporaneous
discussions,  negotiations,  understandings  and  agreements,  written and oral,
regarding such subject matter. This Agreement may be executed in counterparts.

     1.36 Language.  If this Agreement is translated into another language,  the
translation  is for the  convenience  of the Customer and the  provisions of the
version of this Agreement set forth in English shall prevail for all purposes.

     1.37  Headings.  Headings used in this  Agreement  are for reference  only.

     1.38 Binding  Effect.  This Agreement will bind and inure to the benefit of
each Party and each Party's successors and permitted assigns.

     1.39 Delivery of Certificate.  Customer shall, at any time and from time to
time,  upon not less than ten (10) days'  prior  written  notice  from  Licensor
and/or Company,  execute,  acknowledge and deliver to the requesting party (i.e.
to Licensor  and/or  Company) a statement in writing  certifying  the  following
information,  (but not limited to the following information in the event further
information is requested by Licensor and/or Company): (i) that this Agreement is


**  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.

                                       6
<PAGE>
unmodified and in full force and effect (or, if modified,  stating the nature of
such  modification and certifying that this Agreement,  as modified,  is in full
force and effect); (ii) the dates to which the rental and other charges are paid
in advance, if any; (iii) the amount of Customer's security deposit, if any; and
(iv)  acknowledging  that there are not, to  Customer's  knowledge,  any uncured
defaults on the part of Licensor  and/or  Company under this  Agreement,  and no
events or conditions then in existence which, with the passage of time or notice
or both, would constitute a default on the part of Licensor and/or Company under
this Agreement,  or specifying such defaults,  events or conditions,  if any are
claimed.  It is expressly  understood  and agreed that any such statement may be
relied upon by any  prospective  purchaser or encumbrancer of all or any portion
of the Data Center and/or Building. Customer's failure to deliver such statement
within such 10-day  period shall  constitute  an admission by Customer  that all
statements  contained  therein are true and  correct.  Additionally,  Customer's
failure to deliver such statement  within such 10-day period shall  constitute a
material breach and default by Customer under this Agreement.

                            [signatures on next page]



 MIDNET USA, INC.


By: /s/ Tilo Kunz
   ------------------------------

Name: Tilo Kunz
     ----------------------------

Title: Chief Operating Officer
      ---------------------------


**



By:
   ------------------------------
Name:    **
Title:   Vice President


**



By:
   ------------------------------
Name:    **
Title:   Vice President



** 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.

                                       7
<PAGE>
                     LICENSE AND SERVICE PROVISIONS ADDENDUM

This document is being executed pursuant to that certain License Agreement and
Service Agreement ("Master Agreement") dated July 23, 2004 by and between **
("Licensor"), ** ("Company") and MIDNET (USA, INC.), A NEVADA CORPORATION
("Customer").

By signing this document on behalf of the Customer, the signing party represents
and warrants that he or she has the unconditional authority to execute this
document on behalf of the Customer and that, upon such execution, this document
is binding upon the Customer. This document is governed by the terms and
conditions set forth in the Master Agreement. Any undefined terms herein shall
have the same meaning as those set forth in the Master Agreement.

  TERMS OF LICENSE AGREEMENT                      DESCRIPTION

  1. Date:                                  August 4, 2004

  2. Building/Data Center:                  ** Los Angeles, California **

  3. Term:

     3.1      Length of Term:               Twelve (12) months

     3.2      Commencement Date:            September 1, 2004

     3.3      Expiration Date:              August 31, 2005

  4. Telecommunication Installations:

     4.1      Cabinet:                      One (1) nine foot (9')
                                            cabinet (the "SPACE") located
                                            in the **, as further set
                                            forth in EXHIBIT A to this Addendum.

     4.2      AC Electrical Power:          One (1) 110 volt 20-amp AC circuit.

     4.3      Conduits:                     None.

     4.4      Innerducts:                   None.

  5. Customer Fees:     Non-Recurring Fees         Monthly License Fees

                                       Months during Term    Monthly License Fee

     (a) Cabinet:             **              **                      **

     (b) AC Electrical Power: **              **                      **

     (c) Conduits:            N/A

     (d) Innerducts:          N/A


  6. Security Deposit:        **

  7. Payments Due to
     Licensor Upon Execution: **
                    TOTAL DUE TO LICENSOR ON EXECUTION: **


** 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 OF SERVICE AGREEMENT

<TABLE>
<CAPTION>
<S>     <C>
                                                          Non-Recurring        Monthly                 Term of
  8. Services                  Scope of Services             Charge        Recurring Charge            Service

      (a) MDF Services      Customer agrees to pay        NRC - Cross        MRC - Cross
                              the charges set forth        Connections        Connections:
                               herein for one (1)
                             fiber cross-connection      First fiber cross    First fiber cross        Term of
                              on the MDF during the         connection:          connection:         the Master
                               entire term of the              NRC: **               MRC: **          Agreement
                             Agreement, and Company
                             agrees to provide the
                                above-referenced
                              cross-connection as
                             requested by Customer.

                              Company shall also         Additional Cross   Additional Cross
                              provide Customer with       Connection NRC:    Connection MRC:
                                   additional               Copper: **         Copper: **
                              cross-connections on          Coaxial: **        Coaxial: **
                                  the MDF upon               Fiber: **          Fiber: **
                               Customer's request,
                             from time to time, and
                               at any time, during
                                 the term of the
                               Agreement, at the
                                pricing herein,
                                  subject to
                              availability at the
                              time of the request.

      (b) DC Power Services         N/A
      (c) UPS Power Services        N/A
      (d) Clocking Services         N/A
      (e) EasyMUX Services          N/A
      (f) Media Conversion Services N/A
      (g) Build-Out Services        N/A
      (h) Rack and Stack Services   N/A
      (i) Wiring Services           N/A
      (j) Remote Hands Service      N/A

  9. Payments Due to Company Upon Execution: Total Non-Recurring Charges ($**) and First Month's MRC's ($**)

                                             TOTAL DUE TO COMPANY ON EXECUTION: $**
</TABLE>

MISCELLANEOUS

  10. Address of Customer for Notices: MidNet (USA, Inc.)
                                       1495 Ridgeview Drive, Suite 220
                                       Reno, Nevada 89509
                                       Attention:  Michael Morrison

                                       with a copy to:

                                       MidNet (USA, Inc.)
                                       2950 Newmarket Street, Suite 101, PMB 130
                                       Bellingham, WA 98226
                                       Attention: Carrier Relations


** 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>



  11. Address of Customer for Billing: MidNet (USA, Inc.)
                                       2950 Newmarket Street, Suite 101, PMB 130
                                       Bellingham, WA 98226
                                       Attention: Accounts Payable


  12. Address of Licensor and          **
      Company for Notices:

                                       with copies to:

                                       **

  13. Address of Licensor for Payment: **

  14. Address of Company for Payment:  **


MIDNET (USA, INC.)


By: /s/ Tilo Kunz
   -----------------------------

Name: Tilo Kunz
     ---------------------------

Title: Chief Operating Officer
      --------------------------


**                                  **

By: /s/ **                                      By: /s/ **
   -----------------------------                   -----------------------------
Name:  **                                       Name:  **
Title: Vice President                           Title: Vice President


** 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.