Exhibit 10.1
                       DATA PROTECTION SERVICES AGREEMENT

     This  Services  Agreement  ("Agreement")  is executed to be effective as of
___________________, (the "Effective Date"), by and between ASSURE DATA, INC., a
Nevada    corporation    ("Assure   Data"),   and    _____________________,    a
________________ ("Customer") (collectively,  "Parties" or each a "Party"). This
Agreement  specifies the terms and conditions  applicable to the data protection
services to be provided by Assure Data to Customer under this Agreement.

1.   Provision of Services / Customer Obligations. Assure Data agrees to provide
     to Customer data protection services, which will include the following (the
     "Services"):  (i) local and offsite automated backup of Customer's computer
     network  data as  specified  by  Customer  on the  annexed  Exhibit A, (ii)
     installation and maintenance of firewall  protection  software as specified
     on the annexed  Exhibit B, (iii) network  monitoring for possible  security
     breaches  and  potential  hardware  failures  as  specified  on the annexed
     Exhibit C, (iv)  installation and maintenance of virus protection  software
     as  specified on the annexed  Exhibit C, and (v)  consulting  services,  as
     requested  by  Customer  in  writing,  related to special  requirements  of
     Customer. In order to perform the Services,  Assure Data will (i) deliver a
     server to  Customer's  place of  business,  which  server  will  backup the
     network data selected by Customer,  (ii) subject to Customer's obligations,
     transmit Customer's data from the server to the offsite facility, and (iii)
     monitor, as a computer software function, those transmissions.  In order to
     perform the Services, Customer must (i) supply a location for the server in
     an  appropriate  and conducive  environment  accessible to Assure Data, and
     (ii) provide appropriate  uninterrupted  transmission lines (DSL equivalent
     or greater).

2.   Pricing. For the provision of the Services,  Customer shall pay Assure Data
     the fee set  forth  on the  annexed  Exhibit  D (the  "Services  Fee"),  in
     accordance with the payment schedule set forth on the annexed Exhibit D. In
     addition to the Services Fee,  Customer  shall pay, upon  execution of this
     Agreement,  the set up fee set forth on the annexed  Exhibit D (the "Set Up
     Fee"). If Customer is not completely satisfied with the Services within the
     first  thirty  days of  delivery  of the  server  and  commencement  of the
     provision of the  Services,  then Assure Data will refund the Set Up Fee to
     Customer  upon  receipt by Assure  Data of all  Property  (defined  below).
     Additionally,  Customer can request that Assure Data send a  representative
     to  Customer's  place of business to install  the Server.  Should  Customer
     request  assistance with the  installation,  Customer shall pay Assure Data
     the additional fee set forth on the annexed Exhibit D. If, after sixty (60)
     days from the Effective  Date,  provision of Services has begun but any one
     or  more of the  Exhibits  referenced  in  this  Agreement  have  not  been
     completed,  executed and/or exchanged between the Parties, then Assure Data
     may, at its sole option,  complete the Exhibit(s)  using the information it
     then has, give Notice to Customer and deliver the completed Exhibit(s) (the
     "Assure  Data  Completed  Exhibits").  Absent any  response,  objection  or
     modification in writing by Customer, within thirty (30) days after receipt,
     the Assure Data Completed Exhibits shall be the agreement of the Parties.

3.   Term and  Termination.  This  Agreement is entered into as of the Effective
     Date and  shall  remain  in  effect  for one year  thereafter,  and will be
     renewed  automatically  for  successive  one-year  periods unless and until
     terminated by either Party (i) upon thirty days prior written Notice to the
     other  Party,  or (ii) if a Party  determines  that  the  other  Party  has
     materially  breached a provision of this  Agreement,  and,  the  defaulting
     Party has not timely cured the  material  breach after Notice of the breach
     and a ten day  opportunity to cure the breach (such cure period  commencing
     upon receipt of Notice).

4.   Ownership of Property.  Customer  hereby  acknowledges  and agrees that any
     servers,  other hardware,  equipment,  wiring,  other  ancillary  products,
     software,  (wherever installed),  and all associated  intellectual property
     rights of any of the foregoing,  supplied by or utilized by Assure Data for
     the delivery of the Services  (collectively,  the "Property")  shall at all
     times remain the property of Assure Data. Customer agrees to not remove any
     of the Property  from the location  where any of the Property was initially
     delivered  without first  obtaining  the prior  written  approval of Assure
     Data, which approval shall not be unreasonably withheld. The Property shall
     only be used for the  provision of the  Services by Assure  Data.  Customer
     shall not attempt to open,  access,  modify,  derive,  reverse  engineer or
     duplicate any of the Property and shall not attempt to  incorporate  any of
     the Property into Customer's systems except as specifically allowed by this
     Agreement.  Customer  shall  accord the same degree of care with respect to
     the Property as it accords to its own intellectual property and proprietary
     rights. Customer agrees to use its best efforts to assure that the Property
     is not  damaged  and shall  remain  liable to Assure Data for any damage or
     loss of the  Property.  Assure  Data will,  within ten (10) days of written

<PAGE>

     Notice from Customer or ascertainment  of a defect by Assure Data,  replace
     any  defective  Property,  and will not  charge  Customer,  so long as such
     defect   was  not   caused   by   Customer,   its   employees,   agents  or
     representatives.  Assure  Data  represents  and  warrants  that  it has and
     retains   title  to  and   ownership  of  the  Property  that  it  utilizes
     (notwithstanding that some of such Property may be obtained by license from
     third  parties).  Customer  represents and warrants that it has and retains
     title  to and  ownership  of  any  and  all  intellectual  property  rights
     associated  with its business  and its  computer  network data and systems,
     including but not limited to, all technology, designs, trademarks, patents,
     and trade secrets (notwithstanding that some of such rights may be obtained
     by license from third parties).

5.   Data Recovery. If an event shall occur which results in Customer losing its
     computer network data as specified on the annexed Exhibit A, Customer shall
     contact  Assure Data to retrieve  the data.  Assure Data will walk  through
     with  Customer  (either  onsite or offsite as Assure Data  determines)  the
     process of restoring the data.

6.   Technical Support.  Assure Data shall provide telephonic  technical support
     to customers who purchase the Services,  which personnel shall be available
     during normal  business hours.  Should  Customer  request or require onsite
     technical support,  the fee for such additional services will be negotiated
     at that time.

7.   Effects of Termination.  Upon  termination of this Agreement,  (i) Customer
     shall  immediately  deliver  the  Property  to Assure  Data,  and (ii) upon
     Customer's written request, Assure Data shall return or otherwise purge any
     of Customer's  data stored by Assure Data.  Other than the  obligations set
     forth in this Section and any other  obligations  that accrued prior to any
     termination  of this  Agreement,  neither  of the  Parties  shall  have any
     further obligations to the other.

8.   Relationship  of the  Parties.  Each  Party  is  acting  as an  independent
     contractor and not as an agent,  partner,  or joint venturer with the other
     Party for any purpose. Except as provided in this Agreement,  neither Party
     shall  have  any  right,  power,  or  authority  to  act or to  create  any
     obligation, express or implied, on behalf of the other.

9.   Assignment.  Customer  shall not  transfer  or assign  any of its rights or
     obligations  hereunder  without the prior written  approval of Assure Data,
     which  approval  shall not be  unreasonably  withheld.  Assure Data has the
     right to transfer or assign this  Agreement  to any third  party,  provided
     that such third party will continue to supply the Services.

10.  Confidential Information.  The Parties acknowledge that, from time to time,
     either may become aware of certain proprietary  information  concerning the
     other Party which that Party considers confidential and which is not in the
     public domain.  Confidential  Information of either Party may or may not be
     marked as such, and, might include strategic plans,  marketing information,
     technical  details,  and other facts. The Parties agree to take appropriate
     steps to protect such Confidential Information from unauthorized disclosure
     and  shall  not  disclose  it to any  third  party or use any  Confidential
     Information without the prior written consent of the other Party.

11.  Disclaimer of Warranties.  EXCEPT FOR THE EXPRESS WARRANTIES,  IF ANY, MADE
     BY EITHER PARTY TO THE OTHER PARTY,  AND, ANY WARRANTIES WHICH ARISE BY LAW
     AND  WHICH  CANNOT  BE  DISCLAIMED  OR  LIMITED,  NEITHER  PARTY  MAKES ANY
     WARRANTIES  TO THE OTHER,  EXPRESS OR IMPLIED.  ASSURE DATA  DISCLAIMS  AND
     EXCLUDES  THE  IMPLIED  WARRANTIES  OF  MERCHANTABILITY  AND  FITNESS FOR A
     PARTICULAR  PURPOSE  OR USE.  NO  PERSON  IS  AUTHORIZED  TO MAKE ANY OTHER
     WARRANTY  OR  REPRESENTATION  ON  BEHALF  OF  ASSURE  DATA  CONCERNING  THE
     PERFORMANCE OF THE SERVICES OR THE MEDIA ON WHICH THEY ARE SUPPLIED.

12.  Limitation of  Liability.  IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY
     SPECIAL,  COLLATERAL,  INDIRECT,  EXEMPLARY,  INCIDENTAL,  OR CONSEQUENTIAL
     DAMAGES  ARISING  OUT  OF  THIS  AGREEMENT  OR THE  OBLIGATIONS  HEREUNDER;
     provided,  however,  this  Section  shall not limit  any  Party's  right to
     indemnification as set forth in this Agreement.

13.  Indemnification.

     a.   Assure  Data  shall  indemnify  and hold  Customer  harmless  from and
          against any and all liability, claims, demands, proceedings, causes of
          action,   costs  and  expenses  (including  but  not  limited  to  any
          reasonable  attorney's fees) in respect of personal injury or property
          damage (collectively, "Losses") from any breach of a representation or
          warranty of Assure Data contained in this Agreement.

<PAGE>

     b.   Customer  shall  indemnify  and hold  Assure  Data  harmless  from and
          against  any and all  Losses  from any breach of a  representation  or
          warranty of Customer contained in this Agreement or from any damage to
          the Property.

     c.   Any  Party  seeking   indemnification   under  this   Agreement   (the
          "Indemnified  Party")  shall give the other  Party (the  "Indemnifying
          Party")  prompt  Notice  of any  demand,  claim,  suit  or  proceeding
          instituted against the Indemnified  Party.  Within ten (10) days after
          receipt of the Notice,  the Indemnifying  Party shall take affirmative
          action to defend the Indemnified Party and the Indemnified Party shall
          give  the  Indemnifying  Party  any  and  all  reasonable   assistance
          necessary for the Indemnifying  Party to prepare and maintain a proper
          defense. If, after the ten (10) day period, the Indemnifying Party has
          failed  to  give  the  Indemnified  Party  adequate  assurance  of the
          Indemnifying  Party's  intention or ability to defend the  Indemnified
          Party  against  such a demand,  claim,  suit or  proceeding,  then the
          Indemnified Party may take whatever  reasonable steps are necessary to
          defend  and  protect  its  own   interests,   and  shall  invoice  the
          Indemnifying  Party for any and all Losses incurred by the Indemnified
          Party for which it is entitled to hereunder.  The  Indemnifying  Party
          shall then  promptly  reimburse  the  Indemnifying  Party for any such
          Losses.

14.  General Provisions.

     a.   Notices. All notices shall be in writing,  shall be served by personal
          service,  facsimile (receipt confirmed), or email (receipt confirmed),
          with a copy by mail to the address of the receiving party set forth in
          this Agreement (or at such  different  address as may be designated by
          such  party by  written  notice  to the  other  party)  (collectively,
          "Notices").  Copies of any and all such  Notices  or  demands  by mail
          shall be by certified mail, return receipt requested, or by nationally
          recognized private express courier.

     b.   Governing Law, Jurisdiction,  and Arbitration. This Agreement shall be
          governed by and construed in accordance with the  substantive  laws of
          the State of Texas, USA, excluding the choice of law rules. Each Party
          agrees that any  dispute,  claim or  controversy  arising out of or in
          connection  with this Agreement  shall be settled by final and binding
          arbitration  under the  applicable  rules of the American  Arbitration
          Association.  The arbitration shall be conducted in Dallas,  Texas, in
          the  English   language.   An  arbitral  award   resulting  from  such
          arbitration   shall  be   enforceable   in  any  court  of   competent
          jurisdiction.  The expenses of such arbitration  shall be paid in such
          proportion as the arbitrator(s) decides; however, in no instance shall
          a prevailing  Party be required to reimburse more than one-half of the
          expenses  of  the  arbitration.  No  arbitrator  selected  under  this
          Agreement  shall  ever be  liable to  either  of the  Parties  to this
          Agreement  for any act  arising  out of his  position  as  arbitrator,
          unless it is proven that the  arbitrator  failed to act in good faith,
          or was guilty of fraud,  collusion or  malfeasance in the execution of
          his duties.

     c.   Force  Majeure.  Neither  party  shall be  responsible  for  delays or
          failure of  performance  resulting  from acts  beyond  the  reasonable
          control of such party. Such acts shall include, but not be limited to,
          acts of  God,  strikes,  walkouts,  riots,  acts of war or  terrorism,
          failure of  suppliers  to  perform,  governmental  regulations,  power
          failures, or other disasters.

     d.   Survival  of Certain  Provisions.  Sections 4, 7, 10, 11, 12 and 13 of
          the Agreement shall survive its termination or expiration.

     e.   Amendments.  No  supplement,   modification,   or  amendment  of  this
          Agreement  shall be  binding,  unless  executed  in  writing by a duly
          authorized representative of each party to this Agreement.

     f.   Counterparts. This Agreement may be executed in multiple counterparts,
          each of which shall be an original,  but all of which shall constitute
          but one instrument.

     g.   Severability.   In  case  any   term,   phrase,   clause,   paragraph,
          restriction,  covenant or provision  contained in this Agreement shall
          be held to be invalid or  unenforceable,  it is hereby agreed that the
          same shall be deemed to be  severable  and shall  apply to the maximum
          extent permissible by law, and such holding shall not defeat or impair
          the provisions hereof.

     h.   Entire Agreement.  This Agreement  constitutes the complete and entire
          agreement of the parties and supercedes  all previous  communications,
          oral or written, and all other communications between them relating to
          the subject matter  hereof.  No  representations  or statements of any
          kind made by either  party,  which are not  expressly  stated  herein,
          shall be binding on such party.


<PAGE>


IN WITNESS WHEREOF, duly authorized  representatives of the Parties have entered
into this Agreement effective as of the Effective Date, although not necessarily
executed on such date.

CUSTOMER:                                    ASSURE DATA:


By:________________________________          ASSURE DATA, INC.

Printed Name:______________________          By:________________________________
Title:_____________________________             Robert M. Lisle, its President
Date:______________________________

Address:___________________________          Date:______________________________
___________________________________
___________________________________          2591 Dallas Parkway, Suite 102
                                             Frisco, Texas  75034

Facsimile:_________________________          Facsimile:  (469) 633-0069
E-Mail:____________________________          E-Mail:  boblisle@AssureData.com















<PAGE>

                                   EXHIBIT "A"

          COMPUTER DRIVE AND DIRECTORY SELECTIONS FOR AUTOMATED BACKUP
          ------------------------------------------------------------



Assure Data Inc.  and   _____________________________________________

Date  ___________________


Server / Workstation Backup Selections

The following is a `tree based' list of servers and workstations  (computers) to
be backed up by Assure Data Inc. The tree  structure  defines what computers and
what data will be backed up by the Delta Sync Remote Backup Service  provided by
Assure Data Inc.

When defining what data is to be backed up, a standard `tree structure' is used.
The root of the tree is the named  computer and Drive Letter.  Each Drive Letter
on a computer  must be listed  individually.  All hard disks  both  logical  and
physical that are to be backed up in whole or in part must be listed.

Under each Computer and Drive Letter specific  Directories,  Sub Directories and
Files may be selected. At any level within the tree structure the word "ALL" may
be placed.  When "ALL" is used then all  Directories,  Sub Directories and Files
under that branch will be defined as `selected for backup'.

After all the  information is listed,  number and initial the pages as required,
and initial under the last completed line.


Accepted by Assure Data Inc.           Accepted by:_____________________________

____________________________           _________________________________________

Date________________________           _________________________________________















<PAGE>

Server / Workstation Backup Selections for:  ___________________________________


Page __ of __         Initials  Assure Data _____      Initials  (company) _____



Server / Workstation                   Directory &
Name or IP address     Drive Letter    Sub Directory Name         File Name


_________________      _________       _____________________      ______________

_________________      _________       _____________________      ______________

_________________      _________       _____________________      ______________

_________________      _________       _____________________      ______________

_________________      _________       _____________________      ______________

_________________      _________       _____________________      ______________

_________________      _________       _____________________      ______________

_________________      _________       _____________________      ______________

_________________      _________       _____________________      ______________

_________________      _________       _____________________      ______________

_________________      _________       _____________________      ______________

_________________      _________       _____________________      ______________

_________________      _________       _____________________      ______________

_________________      _________       _____________________      ______________

_________________      _________       _____________________      ______________

_________________      _________       _____________________      ______________

_________________      _________       _____________________      ______________

_________________      _________       _____________________      ______________

_________________      _________       _____________________      ______________

_________________      _________       _____________________      ______________

_________________      _________       _____________________      ______________






<PAGE>

                                   EXHIBIT "B"

                                FIREWALL OPTIONS




Firewall Options


Assure Data Inc. and   _____________________________________________

Date:  ___________________


The following is the list of ports and related services that are to be opened to
allow  access  from  outside  the  local  network  including  VPN  and  Internet
connections.


After all the  information is listed,  number and initial the pages as required,
and initial under the last completed line.




ACCEPTED:                                      Accepted by:

Assure Data, Inc.

By:______________________________              By:______________________________

Printed Name:____________________              Printed Name:____________________

Date:____________________________              Date:____________________________

















<PAGE>

Initials  Assure Data    _____        Initials  (company)   _____



The Linux based firewall will close all ports except the following:

Port #  __________         Service     _________________________________________

Port #  __________         Service     _________________________________________

Port #  __________         Service     _________________________________________

Port #  __________         Service     _________________________________________

Port #  __________         Service     _________________________________________

Port #  __________         Service     _________________________________________

Port #  __________         Service     _________________________________________

Port #  __________         Service     _________________________________________

Port #  __________         Service     _________________________________________

Port #  __________         Service     _________________________________________

Port #  __________         Service     _________________________________________

Port #  __________         Service     _________________________________________

Port #  __________         Service     _________________________________________

Port #  __________         Service     _________________________________________

Port #  __________         Service     _________________________________________

Port #  __________         Service     _________________________________________

Port #  __________         Service     _________________________________________

Port #  __________         Service     _________________________________________

Port #  __________         Service     _________________________________________

Port #  __________         Service     _________________________________________

Port #  __________         Service     _________________________________________

Port #  __________         Service     _________________________________________





<PAGE>

                                   Page 1 of 1


                                   EXHIBIT "C"

                         PRO-ACTIVE PROTECTION SERVICES



Assure Data Inc.  and   _____________________________________________

Date  ___________________



The  following  is the list of special  service  options  and  descriptions  for
additional  services  that are to be  performed  by Assure  Data Inc.  These may
include  but are not  limited to virus  protection,  vulnerability  assessments,
bandwidth measurement and system performance.

After all the services are listed, number and initial the pages as required, and
initial under the last completed line.




Accepted by Assure Data Inc.               Accepted by _________________________


_______________________________            _____________________________________

Date___________________________            Date_________________________________


















<PAGE>

                                   EXHIBIT "D"
                            ASSURE DATA INC. PRICING


Assure Data Inc. and  _________________________________________(company)

Date  _______________________

Pricing for services  described in Computer  Drive and Directory  Selections for
Backup (Backup) Pricing for services  described in Firewall  Options  (Firewall)
Pricing for services described in Pro-Active Protection Services (P.A.P.S.)

One time setup fee:__________________

Installation Assistance Fee (if requested):________________________

Monthly  service  charges are  pro-rated  for the first month,  with  subsequent
services  being billed at the monthly rate listed below,  and due on the 1ST day
of each month.

A 5% billing  discount is allowed for accepting the Monthly Invoice VIA email to
a specified individual.

Contact(s)

E-mail address of the specified individual  _________________________

Name  ___________________        ___________________         ___________________

Position  _______________        ___________________         ___________________


Phone:___________________        ___________________         ___________________


Monthly service charge for Backup:   ________________________

Monthly service charge for Firewall: _______________________

Monthly service charge for  P.A.P.S: ________________________

Total monthly service charge: ________________________

Discount for E-mail billing:  ________________________

Net monthly service charge:   ________________________


Accepted by Assure Data Inc.                 Accepted by _______________________
                                                                Company

___________________________________          ___________________________________
Name                                         Name

___________________________________          ___________________________________
Title                                        Title


Date_______________________________          Date_______________________________