This Agreement covers the provision of Services by ProSpeed.net, Inc.
to ("Customer") and is incorporated into each service.

1. SERVICE ORDERS

Service Orders are used for the provisioning of services desired by the Customer.
The creation of a Service Order initiates the obligations by both parties described in
this Agreement, the Service Order, and any applicable ProSpeed.net tariffs. One
month recurring charges, installation, and other applicable non-recurring charges .
must be paid at the time Customer submits the Service Order; these charges are
non-refundable.

2. BILLING AND COLLECTION

Monthly Statements will include the upcoming month's recurring charges as well as
any non-recurring charges that may have been incurred the previous month.
Customer must make each monthly payment so that it is received by ProSpeed.net
no later than the date (Due Date) issued on the settlement, unless properly disputed
as described below. In the event ProSpeed.net incurs fees or expenses, including
attorney's fees, in collecting or attempting to collect any charges owed
ProSpeed.net Customer will be liable to ProSpeed.net for the payment of all such
fees and expenses incurred.
If a Customer disputes any portion of the statement, Customer must pay the
undisputed portion of the statement in full by the Due Date and submit a written
claim fully documenting the reasons the remaining amount is disputed. After
ProSpeed.net receives the claim, ProSpeed.net will undertake an investigation of
the disputed charges. At the conclusion of the investigation, ProSpeed.net will
notify the Customer of any amount determined by ProSpeed.net to be correctly
charged and such amount will become immediately due the owing. Unless such a .
claim is submitted in this manner and received by ProSpeed.net in 45 days from the
date the statement is issued, Customer waives all rights to dispute such changes,
unless otherwise provided by law.

3. RATES AND FEES

Customer is responsible for paying all applicable rates and changes listed on the
Service Order as well as any fees, taxes, deposits, and tariff charges. Customer is
responsible for the payment of all taxes, governmental assessments, surcharges and
fees pertaining to the Services.

4. SERVICE CREDIT FOR INTERRUPTION

ProSpeed.net will issue a credit for service interruption in 20-minute increments. A
service interruption is defined by a failure of ProSpeed.net facility, equipment, or
personnel. ProSpeed.net will not issue credits for the malfunction of failure of
equipment or systems provided by Customer. Circumstances beyond
ProSpeed.net's control, or scheduled maintenance will not be issued a credit for
service interruption.

5. DISPATCH SUPPORT

ProSpeed.net will dispatch technical support personnel to the Customer's premise
and attempt to resolve all problems with connectivity a the Customers request. If it
is determined by ProSpeed.net that all systems and equipment furnished by
ProSpeed.net are functioning properly and that the problem arose from another
cause, Customer is responsible for paying ProSpeed.net's labor and materials fees
for the dispatch services. ProSpeed.net's labor fees are $100..00 per hour dispatched
between 7 a.m. and 7 p.m. weekdays and $150.00 per hour dispached at all other
times.

6. CUSTOMER EQUIPMENT

ProSpeed.net is not responsible for the operation and maintenance of any
equipment, hardware, and/or software Customer provides. Customer is responsible
for ensuring that Customer equipment complies with Subpart D of part 68 of the
Federal Communications Commission's Rules and Regulations. ProSpeed.net is
not responsible for the reception or transmission of signals by Customer equipment
or for the quality of, or defects in, such receptions or transmissions.

7. TERMINATION AND TERMINATION CHARGES

After written notice to Customer that its account is past due, ProSpeed.net is
entitled to terminate Service without incurring any liability.ProSpeed.net reserves the right to terminate Service without notice or liability, if ProSpeed.net's provision of such Service will cause ProSpeed.net to violate any Customer fraud or acts that may cause immediate harm to the network or other ProSpeed.net offerings.In order for Customer to terminate Service, Customer must provide ProSpeed.net with thirty days advanced written notice.Termination of Service does not relieve Customer of any obligation to pay ProSpeed.net for charges due and owing for Services furnished up to the time of termination. In addition Customer will pay ProSpeed.net a termination fee of $250.00 for early cancellation of Agreement.

8.  WARRANTIES AND LIMITATIONS OF LIABILITY

The liability of ProSpeed.net for damages arising out of the furnishing of Service,or arising out of the failure to furnish Service, shall be limited to the extension of credit allowances or refunds of sums paid under each applicable Service Order.The extension of such credit allowances or refunds shall be sole remedy of Customer and the sole liability of ProSpeed.net. With respect to any ProSpeed.net Service, Customer must indemnify, defend, and hold harmless ProSpeed.net from and against all claims, damages, liabilities, costs, and expenses.

9. AMENDMENT

This Agreement may be modified or amended in writing, if the writing is signed by both parties under this Agreements.

10.  NOTICE

Any notice or communication required or permitted under this Agreement shall be ufficiently given if delivered in person or by certified mail, return receipt requested, to the address listed on the Service Order.

11.  SEVERABILITY

If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreements is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, constructed, and enforced as so limited.

12.  GOVERNING LAW

This Agreement shall be constructed in accordance with the laws of the Commonwealth of Massachusetts.

13.  ASSIGNMENT

Customer may not assign or transfer this Agreement without the prior written notice to ProSpeed.net, which approval shall not be unreasonably withheld. ProSpeed.net may assign its rights and duties without prior written notice to Customer pursuant to any sale or transfer of any substantially all the assets of ProSpeed.net.

14.  ENTIRE AGREEMENT

This Agreement contains the entire agreement of both parties, and no other promises or conditions in any other Agreement whether written or oral concerning the subject matter of this Agreement.  This Agreement supersedes any prior written or oral agreements between the parties.

Customer

By:

Printed Name:

Date

ProSpeed.net, Inc.

By:

Printed Name:

Date: