1. Use of Space. Pioneer authorizes Licensee to use a designated portion of the Building (the "Space") to accommodate the Licensee's equipment. The Space shall be used solely for the installation and operation of equipment that complies with FCC standards as listed in Exhibit A "Equipment List", in connection with Licensee's business, to the extent allowed in the Prime Lease. Licensee covenants and agrees that Licensee shall not use the Space for any other purposes whatsoever unless otherwise specifically authorized in writing by Pioneer. Licensee's use of the Space is to be conducted in accordance with all security procedures adopted by Pioneer. It is expressly agreed that the License granted hereunder is a nonexclusive license to use the Space along with other licensees similarly licensed by Pioneer. Pioneer may, at its option prior to initial equipment installation, elect by notice to Licensee to substitute for the Space other space in the Building designated by Pioneer, provided that the substitute space contain approximately equal area and have substantially similar configuration. This License is and at all times shall be subject and subordinate to the Prime Lease.

3. Term. The term of this License (the "Term") shall be _______ months, commencing on _______________________, (the "Commencement Date") and ending at noon, on the day preceding the anniversary of the Commencement Date.

4. Price and payment terms. Licensee shall pay Pioneer monthly recurring fees ("Recurring Fees") which include charges for use and occupancy of the Space. In addition to any Recurring Fees, Licensee shall be charged non-recurring fees for setup of the Space and for any additional charges as set forth in Exhibit C, "Services and Pricing". Setup fee plus first month's monthly charges shall be due before the Services begin. Licensee shall pay to Pioneer the Recurring Fees as listed in Exhibit C for the License granted and the Services provided hereunder by Pioneer. Recurring Fees are payable in advance on the first day of each calendar month during the Term or, for one time and/or additional fees, 30 days after receipt of invoice. In addition to any fees specified herein, Licensee shall also be responsible for the payment of sales and/or use taxes, if any, imposed by any governmental authority or agency in connection with the license granted here or Services performed hereunder. Any additional services, including additional equipment operation to be performed by Pioneer for Licensee which are not covered by this License and the consideration to be paid by Licensee for such additional services shall be subject to the mutual agreement of Pioneer and Licensee and shall be set forth in writing and attached hereto. In the event that Licensee fails to pay the Recurring Fees or additional service fees set forth in this Section within twenty-five (25) days after such payment is due, such payment shall be subject to an interest charge at eighteen percent (18%) per annum or the maximum interest rate then permitted by law, whichever is less, which late payment charge shall accrue beginning upon the date such payment was originally due.

5. Physical access to the Space. Unless otherwise provided or in an emergency, each visit by Licensee to the Space must be approved in advance and an appointment made. The Licensee shall comply with established times for access to the Space and agrees to pay the additional service fees contained in Exhibit C. Established times are from 10am to 9pm Monday thru Friday and 10am to 5pm on Saturday.

6. Password Protection. Licensee is responsible for protecting Licensee's password and for any authorized or unauthorized use made of Licensee's password. Licensee will not use or permit anyone to use Pioneer's service to guess passwords or to access other systems or networks without authorization. Pioneer will fully cooperate with law enforcement authorities in the detection and prosecution of illegal activity.

7. Root Access. Pioneer must be allowed to access your system at all times. Root passwords to your system must be given to an authorized representative of Pioneer prior to your server being place online. All password changes must be supplied promptly. Pioneer reserved the right to place limited software on your system for determining network statistics and usage. The Licensee shall not remove or modify said software in any way.

8. Prohibited Uses. Licensee shall not at any time use or allow any person to use the Space or do or permit anything to be done or kept in or about the Space that:

9. Interconnection of equipment. Upon the express written consent of Pioneer and the other licensee(s), Licensee may interconnect Licensee's equipment with the equipment or services of other entities within the Space. If Licensee should interconnect Licensee's equipment with equipment or services to any entity within the Space without obtaining the written consent of Pioneer, Licensee shall be in breach of this Agreement and Pioneer may pursue any legal or equitable remedy, including but not limited to the immediate termination of this Agreement and/or immediate removal of the Licensee's equipment.

10. Unsolicited Commercial Email (UCE). Pioneer's network may not be used to transmit Unsolicited Mass E-mail (UME) and/or Unsolicited Commercial E-mail (UCE). If Licensee engages in this practice, Licensee will receive one verbal/email warning. If another UME or UCE is sent, Pioneer will place blocks on the routers used to prevent UME or UCE from Licensee. Such blocks may be removed only on a written assurance from Licensee that no further UME or UCE will be carried on Pioneer's network. Upon any additional transmission of UME or UCE, Licensee shall pay to Pioneer two hundred dollars ($200.00 USD) for each complaint received by Pioneer. Every attempt will be made to contact Licensee to resolve the problem before taking action. In the event that Licensee is unreachable, or is unable to stop UME or UCE transmission, Pioneer reserves the right to place a block on email access at the router level and to terminate this License.

11. IP Addresses and DNS Servers. Unless otherwise arranged with Pioneer before start of service, Licensee must return to Pioneer all IP addresses issued by Pioneer to Licensee if Licensee discontinues service with Pioneer or if Pioneer discontinues service. Licensee shall have thirty (30) days to obtain new IP addresses. If Licensee decides to discontinue service or if Pioneer discontinues service, Licensee shall have thirty (30) days to establish a new name server (DNS Server) for Licensee's registered domain name(s).

12. Insurance. During the Term, Licensee shall maintain, at its expense, All Risk property and casualty insurance covering Licensee's property in the amount of their replacement value. Pioneer is not responsible for theft or damage to any of Licensee's equiptment by any manor at any time.

13. Indemnity. Licensee shall indemnify and hold harmless Pioneer against all claims, suits, expenses, losses, liabilities or damages resulting from any breach by Licensee of any material provision of this License or from any negligence, gross negligence or willful misconduct of Licensee. Pioneer shall, subject to Section 14 below, indemnify and hold harmless Licensee against all claims, suits, expenses, losses, liabilities or damages directly resulting from a material breach by Pioneer of any material provision of this License due to gross negligence or willful misconduct of Pioneer. Licensee will indemnify Pioneer and hold Pioneer harmless from any claims associated with the use of Licensee's domain name.

14. Limitation of Liability. Notwithstanding Section 13 above, in no event shall Pioneer be liable for

15. Confidentiality. Each party, for itself, its agents, employees and representatives agrees that it will not divulge any confidential or proprietary information which it receives from the other party during the Term of this License, except as may be required in the performance of the Services or the implementation of the project with respect to which the Services are rendered; provided, however, that no liability shall arise hereunder as a result of the dissemination of any information which

16. Binding Agreement; Assignment. This License shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Licensee shall not be permitted to assign this License or any interest herein without the prior written consent of Pioneer, which consent shall not be unreasonably withheld. Licensee shall not pledge, mortgage or encumber this License or any interest herein and shall not (without prior written consent of Pioneer) assign this License or any interest herein or permit any other person or entity to occupy the Space. Licensee shall reimburse Pioneer on demand for any reasonable costs that may be incurred by Pioneer in connection with any proposed assignment. Notwithstanding any assignment, Licensee will remain fully liable for the payment of fees and for the performance of all the other obligations of Licensee contained in this License. The consent by Pioneer to any assignment shall not relieve Licensee of the obligation to obtain the consent of Pioneer to any future assignment.

17. Cooperation of Licensee. Licensee shall fully cooperate with Pioneer in connection with Pioneer's performance of the Services. Licensee shall, with reasonable promptness, provide all information reasonably required by Pioneer for its performance of the Services, and shall make designated representatives available for regular consultation at such times and places as Pioneer shall reasonably request.

18. No Agency Relationship Implied. It is acknowledged and agreed by Licensee that Pioneer performs the Services hereunder solely as an independent contractor and that no joint venture, partnership, employment, agency or other relationship is intended, accomplished or embodied in this License. Pioneer shall have the sole and exclusive right to supervise, manage, control and direct its performance of the Services provided under this License.

19. Default. In the event Licensee fails to pay the monthly fee within fifteen (15) days of Pioneer's written notice to Licensee of its failure to pay when due and demand for the immediate payment thereof, Pioneer may terminate this License. In the event Licensee fails to perform or comply with any other provision of this License within ten (10) days of Pioneer's written notice to Licensee of its failure to so perform or comply, Pioneer may terminate this License. Additionally, in the event of Licensee's default under this License and failure to cure such default within the time periods specified, Landlord may also terminate this License. Licensee shall in any event remain fully liable for damages as provided by law and for all costs and expenses incurred by Pioneer on account of such default, including reasonable attorneys' fees. Licensee's obligation to pay all fees and charges, which have been accrued, shall survive any termination of this License. In the event Pioneer is in material default under this License and such default is not remedied within 20 days of Pioneer's receipt of written notice of such default or the same material default recurs within 30 days of its initial cure, Licensee may terminate this License. If this License is terminated by Licensee pursuant to this Section 19 hereof, Licensee shall be liable to Pioneer for all amounts incurred and including Licensee's evacuation of the Space; prepaid fees, if any, shall be prorated to the effective date of such termination and reimbursed to Licensee.

20. Termination of License. If

21. Early Termination of License. If Licensee wishes to terminate the License prior to the expiration of the Term specified in Section 3 above, then Licensee shall pay to Pioneer as an "Early Termination Fee" an amount equal to the Recurring Fees as outlined in Section 4 above. In such case, Licensee shall deliver a written request to Pioneer for early termination of the License, along with the Early Termination Fee, not less than thirty (30) days prior to the requested termination date. In addition, Licensee acknowledges and agrees to promptly pay all additional fees that may be incurred by Licensee up to and including the date of evacuation of the Space.

22. Notices. All notices, reports, requests or other communications given pursuant to this License shall be made in writing, shall be delivered by fax, hand delivery or overnight courier service, shall be deemed to have been duly given when delivered, and shall be addressed as follows: To Licensee: ______________________________ ______________________________ ______________________________ ______________________________ Phone: Fax: To Pioneer: Pioneer Internet Services, Inc. 560 Route 221 East Middletown, New York 10941 Phone: 845.692.8456

23. Governing Law. The rights and obligations of the parties under this License shall be governed by and construed and enforced in accordance with the laws of the State of New York without giving effect to conflicts of law provisions.

24. Entire Agreement. The License constitutes the entire agreement between Pioneer and Licensee with respect to the use of the Space and the Services, and may be modified only by a written instrument signed by a duly authorized officer on behalf of each party. No representation or statement not contained in this License shall be binding upon Pioneer as a warranty or otherwise.