Exhibit 10.12
[MidNet LOGO]

                                                    LOCATION ORDER FORM (CANADA)

                                                           MidNet (Canada), Inc.
                               300 - 1055 West Hastings St. Vancouver BC V7L 2G8
                                             Phone 604.609.6188 Fax 604.684.6024

THIS  AGREEMENT,  WHICH  INCLUDES AND  INCORPORATES  BY REFERENCE  THE TERMS AND
CONDITIONS OF SERVICE  ATTACHED  HERETO (WHICH ARE SUBJECT TO CHANGE AT ANY TIME
WITHOUT PRIOR WRITTEN NOTICE, AT MIDNET'S SOLE DISCRETION), SETS FORTH THE TERMS
AND  CONDITIONS  UNDER WHICH THE PARTIES AGREE THAT MIDNET WILL PROVIDE  CERTAIN
SERVICES TO CUSTOMER ACCORDING TO THE SPECIFICATIONS OUTLINED BELOW.

By signing the Location  Order Form and/or using the Service,  Customer  accepts
the terms and  conditions  of this  Agreement  and agrees to pay MidNet for said
Service.  Upon MidNet's  acceptance of the order, MidNet installs or activates a
Network End Point and  delivers to Customer a Service  Activation  Notice,  thus
commencing  the  Acceptance  Period that leads to the Service  Activation  Date,
which shall be the beginning of the Service  Term.  Orders based on the Location
Order Form are not binding  upon  MidNet  until  accepted by MidNet.  MidNet may
invoice parts of an order separately.  MidNet bills in advance for Service to be
provided during the upcoming month,  except for charges which are dependent upon
usage of Service,  which are billed in  arrears.  MidNet  reserves  the right to
examine  the credit  record of Customer  and to require a security  deposit as a
precondition to delivering or continuing the Service.

STARTING ON THE SERVICE ACTIVATION DATE, CUSTOMER IS RESPONSIBLE FOR ALL CHARGES
ATTRIBUTABLE TO CUSTOMER INCURRED FOR SERVICE ORIGINATING FROM OR TERMINATING AT
THIS NETWORK END POINT,  EVEN IF SUCH CHARGES  INCURRED ARE THE RESULT OF ERROR,
OMISSION, OR FRAUDULENT OR UNAUTHORIZED USE OF SERVICE. Charges for Service will
be applied to the account  identified by Customer on the Location  Order Form or
during the  connection  setup.  If  Customer  applies  charges for Service to an
account of another MidNet  customer  (including but not limited to the recipient
of a file, the  originating or  terminating  end of a connection,  a third-party
service  provider,  or a project account) and the owner of that account disputes
these charges and/or refuses to pay these charges to MidNet, MidNet reserves the
right to invoice Customer for any such charges incurred for Service according to
the rate card in effect at the time the Service was performed,  plus interest on
all amounts past due at the interest rate listed in the Terms and Conditions.

THIS AGREEMENT AND ANY SALES THEREUNDER SHALL BE DEEMED TO HAVE BEEN MADE IN THE
PROVINCE OF BRITISH COLUMBIA AND SHALL BE CONSTRUED AND INTERPRETED ACCORDING TO
THE LAWS OF THE PROVINCE OF BRITISH  COLUMBIA AND THE APPLICABLE LAWS OF CANADA.
THE PARTIES HEREBY AGREE TO THE NON-EXCLUSIVE  JURISDICTION OF THE COURTS OF THE
PROVINCE OF BRITISH COLUMBIA.


<TABLE>
<CAPTION>
<S>                                             <C>
Customer Information:                             Account Information: Acct # To be Assigned
                                                  (*) New Account
Legal Name:   NORTHWEST COMMUNICATIONS LTD.       ( ) Existing Account
DBA:          Northwest Imaging & FX
Address 1:    3rd Floor                           Billing Contact Information:
Address 2:    3650 Gilmore Way
City:         Burnaby                             Name:    Alex Tkach
Province:     BC                                  Title:   Vice President, General Manager
Postal Code:  V5G 4W8                             Phone:   604.873.9330
Phone:        604.873.9330                        Fax:     604.873.9339
Fax:          604.873.9339                        Email:   alex@nwfx.com


Network End Point Information:                    Specify Floor and Suite: 3rd Floor - NWFX Server Rm.
(*)  Same as Customer address
Type:                                             These premises are:
(*) Customer premises
( ) MidNet co-location facility                   ( )  owned by Customer, or
                                                  (*) leased or rented until: Sept. 30, 2006
Name:             as above
Address 1:         "   "                          If building or space is rented or leased :
Address 2:         "   "
City:              "   "                          (*)  A)   Customer   agrees   to  obtain
Province:          "   "                               written permission from landlord to
Postal Code:       "   "                               access  and use  building  entrance
Phone:             "   "                               and riser facilities for installing
Fax:               "   "                               telecommunications   circuits   and
                                                       equipment, or;

                                                  ( )  B) Customer  authorizes MidNet to
                                                       obtain   such    permission    from
                                                       landlord on behalf of Customer.

Site Contact For Installation:                    Other Service Location Information:

Name:    Rick Cedarland                           --------------------------------------------
Title:                                            --------------------------------------------
Phone:   604.873.9330                             --------------------------------------------
Fax:     604.873.9339                             --------------------------------------------
Email:                                            --------------------------------------------
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                                                                     Page 1 of 2
<PAGE>
SERVICE INFORMATION (VERIFICATION PHASE ONLY):

1.  THE MIDDLE  NETWORK(SM) COMMUNITY -  Verification  Phase,  Vancouver  Motion
    Picture Industry

    Customer  desires  to connect to the  prospective  subscriber(s)  indicated
    below:
<TABLE>
<CAPTION>
<S>                               <C>                            <C>
    (*)The Bridge Studios        ( )Pinewood - Downtown         (*)Sharpe Sound
    (*)Lions Gate Studios        ( )Pinewood - Lions Gate       ( )Technicolor - Lab
    (*)MGM Worldwide TV          ( )Post Modern Sound           ( )Technicolor - Post / FX
    ( )Northwest Imaging & FX    ( )Rainmaker Digital Pictures  (*)Vancouver Film Studios
</TABLE>

2.  SERVICE TERM:   SEPTEMBER 1, 2004 - NOVEMBER 30, 2004

    The Service Term is:         (*) A) Fixed and terminates at the end of the
                                     Service Term, or;

                                 ( ) B) Automatically   renews   unless
                                        terminated   by  either   party  giving
                                        written  notice  ninety (90) days prior
                                        to the ending of the Service  Term then
                                        in effect.

3.  THE MIDDLE NETWORKSM INSTALLATION & CONFIGURATION CHARGES          US $0.00

4.  THE MIDDLE NETWORKSM SUBSCRIPTION FEE - Verification Phase

    Subscription  fees during the verification  phase range from US $500.00 per
    month  to US  $3,000.00  per  month  for a  minimum  of three  (3)  months.
    Following the development phase,  Customer will be credited an amount equal
    to twice the value of subscription fees paid during the development  phase,
    applicable towards future charges for Service.

    Example-Subscription Fee: US $1,500.00 per month x 3 months = US $4,500.00
            Customer Credit: US $4,500.00 x 2 = US $9,000.00 US $500.00 per mo.

5.  THE MIDDLE NETWORKSM USAGE FEES - Verification Phase

    Maximum Data Traffic Volume - Ten (10) Terabytes per month. US $0.00 per mo.

6.  FEES AND CHARGES BEYOND THE VERIFICATION PHASE

    Actual data traffic activity and consultation during the verification phase
    will be used to establish the subscription  fee,  charges for Service,  and
    monthly   minimum    commitments,    beyond   the    verification    phase.
    Underutilization  charges and termination charges may apply pursuant to the
    Terms and Conditions of this Agreement.

7.  TAXES AND EXCHANGE RATES

    Fees and charges will be calculated  in US Dollars per MidNet's  prevailing
    rate card.  Invoice amounts will be converted to Canadian Dollars utilizing
    the Bank of Canada's  published closing rate for the previous business day.
    Fees and charges do not include applicable taxes. Any applicable taxes will
    be calculated on the Canadian Dollar amount.

    Customer Signature:                       Accepted by MidNet (Canada), Inc.:

    I have read and I understand this
    Agreement,  I agree to its  Terms
    and   Conditions,    and   I   am
    authorized to bind Customer.

    Name:  Alex Tkach                         Name:  Tilo Kunz
    Title: Vice President, General Manager    Title: Chief Operating Officer

    /s/ Alex Tkach                            /s/ Tilo Kunz
    ---------------------------               -----------------------
    Signature                                 Signature
    Dated for reference: Sept. 8, 2004        Dated for reference: Sept. 8, 2004

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