EXHIBIT 10(f)   The Planet Internet Services Terms and Conditions of Service





                           THE PLANET
                 TERMS AND CONDITIONS OF SERVICE

      The  following terms and conditions (these "Terms")  govern
the  provision by THE PLANET INTERNET SERVICES, INC.  ("Company")
of  the services and/or products (referred collectively herein as
"Services and Products") described on the Server Order Form,  the
Service  Level  Agreement  and Service  Exhibit  attached  hereto
(collectively the "Service Descriptions") and defined in  any  of
the   Company's   product  support  listing,  to   the   customer
("Customer") identified on the Service Descriptions. The  Service
Descriptions,  these Terms and the attachments  and  any  addenda
hereto,  executed with respect to the Services and Products,  are
referred to herein, collectively, as this "Agreement."

1.    Obligations of Parties. Company shall install Services  and
Products within five business days after execution by Company  of
all  applicable Service Descriptions, unless otherwise  specified
in  writing,  and  maintain the Services and  Products  that  are
designated  in  the Service Descriptions. Customer  shall  comply
with  all  of  the  terms of this Agreement, including,  but  not
limited  to,  the  Acceptable  Use  Policy  attached  hereto   as
Attachment  A  (the  "Use Policy"), as  the  Use  Policy  may  be
modified  from  time to time. Upon notice from Company,  Customer
promptly  shall  eliminate any hazard,  interference  or  service
obstruction  that  any  hardware or software  used  by  Customer,
whether  or  not  provided by Company ("Customer Materials"),  is
causing  or  is likely to cause. If Customer requests Company  to
assist  it  in  removing  any hazards,  interference  or  service
obstruction that Customer Materials are causing or are likely  to
cause,  Company  may,  but is not required  to,  assist  in  such
removal.

2.    Payment.  Charges for the Services and Products  (including
the  charges  described  in  the balance  of  this  section,  the
"Charges")  are  set  forth on the Service Descriptions.  Charges
shall commence to accrue on the date that Company provides access
codes to Customer ("Operational Date"). Charges shall be invoiced
to  Customer  in  advance  at the beginning  of  the  month.  Any
additional  charges,  including, but not limited  to,  any  early
cancellation charges, accrued interest, late fees and any  usage-
based  charge, including, but not limited to, charges for network
access  to  the Internet, shall be invoiced in arrears and  shall
appear  on  the  monthly invoices for Services  and  Products  or
separate  invoices. In all cases, payments for  Charges  are  due
upon  receipt  by  Customer  of the invoices  for  such  Charges.
Customer  also  shall  pay to Company all  expenses  incurred  by
Company  in exercising any of its rights under this Agreement  or
applicable  law  with  respect to the  collection  of  a  Payment
Default,  including,  but not limited to,  reasonable  attorneys'
fees and the fees of any collection agency retained by Company.

3.    Maintenance.  Company designates time  periods  ("Scheduled
Maintenance  Windows") during which it may limit or  suspend  the
availability  of  the  hardware  and/or  software   involved   in
providing  its  Services and Products (an  "Outage")  to  perform
necessary maintenance or upgrades. Scheduled Maintenance  Windows
currently are between the hours of 1 am and 4 am Central Standard
Time.  If  planned maintenance has the possibility of making  the
server  or  servers,  as the case may be,  utilized  by  Customer
inaccessible  to  the  Internet during  a  Scheduled  Maintenance
Window, Company will provide not less than twenty-four (24) hours
prior  electronic  mail  or  other  notice  to  Customer  of  the
Scheduled Maintenance Window during which the Outage is  planned.
In  addition, Company reserves the right to perform any  required
maintenance work outside of the Scheduled Maintenance Window with
prior  notice to Customer.   Company will provide not  less  than
twenty  four (24) hours notice for work performed outside of  the
normal scheduled maintenance window.

4.   Term and Termination. Unless stated otherwise in the Service
Descriptions, the initial term of this Agreement shall be one (1)
year.  The initial term of this Agreement shall commence  on  the
Operational  Date  and upon expiration shall automatically  renew
for successive ninety (90) day terms at the Charges in effect  at
the  commencement of such terms (which Charges  shall  have  been
communicated to Customer in writing forty-five (45) days prior to
the  end  of the preceding term) or until written notice of  non-
renewal by either party is delivered to the other party at  least
thirty  (30)  days  prior to the end of the  then  current  term.
Company may, at its option, terminate this Agreement, upon (i)  a
Payment Default, or (ii) Customer ceasing to do business  in  the
normal  course, becoming or being declared insolvent or bankrupt,
being  the  subject of any proceeding relating to liquidation  or
insolvency  which  is not dismissed within 90  calendar  days  or
making  an assignment for the benefit of its creditors.   Payment
default shall be defined as (i) failure to submit current invoice
amounts  upon  notice by The Planet via e-mail, postal  mail,  or
telephone and (ii) proof of receipt of payment is not received by
The  Planet  via  wire  transfer, postal  services,  or  personal
presentation of accrued amounts owed. Customer retains the  right
to cure the amount in default within (fifteen) 15 days of receipt
of  actual notice, not to exceed 30 days after initial due  date.
Any  such  termination thereafter may be effected  without  prior
notice  to  Customer. Customer may terminate this Agreement  with
respect  to  all,  and  not less than all, of  the  Services  and
Products in the event of (a) a material breach by Company of  its
obligations under this Agreement which breach is not cured within
ten  (10)  business days after written notice thereof is received
by  Company, or (b) otherwise in the first fifteen (15)  days  of
the   initial   term   hereof   (collectively,   a   "Permissible
Termination").  In  the  event  of  a  Permissible   Termination,
Customer  shall  pay (i) installation Charges, (ii)  a  pro-rated
Charge based on the number of days Company provided Services  and
Products  prior to the date of termination of this  Agreement  by
Customer  under  this  section, and (iii)  if  the  Services  and
Products include software for which Company does not then provide
general customer support, Customer shall pay to Company an amount
equal to Company's cost of such software for the entire term.  If
Customer  terminates this Agreement other than in  a  Permissible
Termination, Customer shall pay to Company an amount equal to all
unpaid Charges for the remainder of the then current term of this
Agreement.  Upon  termination  of  this  Agreement,  Company  and
Customer  shall  have  no obligations to  each  other  except  as
provided  in this Agreement. Upon termination of this  Agreement,
Customer shall (i) pay all amounts due and owing to Company, (ii)
remove from Company's premises all property owned by Customer and
(iii)  return to Company all software, access keys and any  other
property  provided to Customer by Company under  this  Agreement.
Any  property  of  Customer not removed from  Company's  premises
within  thirty (30) days after such termination shall become  the
property  of Company, which may, among other things,  dispose  of
such  property  without  the  payment  of  any  compensation   to
Customer.  The rights and obligations of both parties,  which  by
their  nature  would  continue beyond  the  termination  of  this
Agreement  (including,  without  limitation,  those  relating  to
confidentiality, payment of Charges, limitations of liability and
indemnification), shall survive such termination.

5.    Indemnification.  Customer agrees  to  indemnify  and  hold
harmless Company and the employees and agents of Company (each an
"Indemnified   Party")  against  any  losses,  claims,   damages,
liabilities,   penalties,  actions,  proceedings   or   judgments
(collectively, "Losses") to which an Indemnified Party may become
subject  and  which  Losses  arise out  of,  or  relate  to  this
Agreement  or  Customer's use of the Services and  Products,  and
will  reimburse  an  Indemnified Party for all  legal  and  other
expenses, including reasonable attorneys' fees incurred  by  such
Indemnified Party in connection with investigating, defending  or
settling  any Loss whether or not in connection with  pending  or
threatened litigation in which such Indemnified Party is a party.

6.   Limitation on Company Liability. Company shall not be deemed
to  be in default of any provision of this Agreement or be liable
for  any  failure of performance of the Services and Products  to
Customer resulting, directly or indirectly, from any (i)  weather
conditions,  natural disasters or other acts of God, (ii)  action
of  any  governmental or military authority, (iii) failure caused
by  telecommunication or other Internet provider, or  (iv)  other
force  or  occurrence  beyond its control. The  exclusive  remedy
against  Company  for any damages whatsoever to Customer  arising
out  of  or related to this Agreement shall be the refund of  the
fees paid by Customer to Company with respect to the then current
term  of this Agreement. COMPANY SHALL NOT BE LIABLE FOR (i)  ANY
INDIRECT,  INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES,  OR  FOR
ANY LOSS OF PROFITS OR LOSS OF REVENUE RESULTING FROM THE USE  OF
THE  COMPANY'S  SERVICES AND PRODUCTS BY CUSTOMER  OR  ANY  THIRD
PARTIES,  OR  (ii)  ANY  LOSS  OF  DATA  RESULTING  FROM  DELAYS,
NONDELIVERIES,  MISDELIVERIES  OR SERVICE  INTERRUPTIONS  COMPANY
PROVIDES THE SERVICES AND PRODUCTS AS IS, WITHOUT WARRANTY OF ANY
KIND,  WHETHER EXPRESS OR IMPLIED COMPANY DISCLAIMS  ALL  IMPLIED
WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
OF  MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE  CUSTOMER
SHALL   BE  SOLELY  RESPONSIBLE  FOR  THE  SELECTION,   USE   AND
SUITABILITY OF THE SERVICES AND PRODUCTS AND COMPANY  SHALL  HAVE
NO LIABILITY THEREFORE.

7.    Arbitration.  ANY CONTROVERSY OR CLAIM ARISING  OUT  OF  OR
RELATING  TO  THIS CONTACT OR ANY  BREACH THEREOF  IN  EXCESS  OF
$250.00  SHALL BE SETTLED BY ARBITRATION IN ACCORDANCE  WITH  THE
COMMERCIAL   ARBITRATION  RULES  OF  THE   AMERICAN   ARBITRATION
ASSOCIATION  AND  JUDGMENT  UPON  THE  AWARD  RENDERED   BY   THE
ARBITRATOR  MAY  BE  ENTERED  IN ANY  COURT  HAVING  JURISDICTION
THEREOF.

8     Notices. Unless otherwise specified herein, any notices  or
other  communications required or permitted  hereunder  shall  be
sufficiently given if in writing and delivered personally or sent
by  facsimile transmission, internationally recognized  overnight
courier,  registered  or  certified  mail,  to  the  address   or
facsimile  number  of  Customer  as  set  forth  in  the  Service
Descriptions or Company as set forth below. Such notices or other
communications  shall  be  deemed  received  (i)  on   the   date
delivered, if delivered personally, (ii) on the date that  return
confirmation  is  received, if sent by facsimile,  (iii)  on  the
business  day (or, if international, on the second business  day)
after  being sent by an internationally recognized overnight  air
courier  or  (iv) five days after being sent, if  sent  by  first
class registered mail, return receipt requested.

     THE PLANET, 1950 Stemmons Freeway, Suite 3048, Dallas, Texas
     75207,   Attention  Accounting  Manager,  Facsimile   Number
     (214)800-5998.

9     Governing  Law.  This Agreement shall be  governed  by  and
construed  in  accordance with the laws of the  State  of  Texas,
without  regard to choice of law provisions that would cause  the
application of the law of another jurisdiction.

10    Miscellaneous.  Failure by either Company  or  Customer  to
enforce  any  of the provisions of this Agreement or  any  rights
with  respect  hereto  or  the failure  to  exercise  any  option
provided hereunder shall in no way be considered to be waiver  of
such  provisions, rights or options, or to in any way affect  the
validity  of  this  Agreement. If one or more of  the  provisions
contained  in this Agreement are found to be invalid, illegal  or
unenforceable  in  any  respect,  the  validity,   legality   and
enforceability of the remaining provisions shall not be affected.
This  Agreement  may be executed in any number  of  counterparts,
each  of  which  shall be deemed an original, but  all  of  which
together shall constitute one and the same instrument.

Customer:                     Company:
ERYA                          ThePlanet Internet Services, Inc
5006 Coolidge Ave.            1950 Stemmons Frwy., Suite 3048
Culver City, CA  90230        Dallas, Texas 75207
310-397-1200		      214-782-7800


By: _____________________     By: ____________________________





[Service Order Form Exhibit - attached as ADOBE ACROBAT/PDF FILE]