CONTRACT FOR COMPUTER AND TELECOMMUNICATIONS SERVICES

TABLE OF CONTENTS


CONTRACT FOR COMPUTER AND TELECOMMUNICATIONS SERVICES

Copyright Huron Valley Community Network
and Isthmus Corporation, 1995
All rights reserved.

DISCLAIMER - FREE, NOT-FOR-PROFIT USE OF THE PRINCIPLES AND PROVISIONS OF THIS AGREEMENT IS ALLOWED, AND UNRESTRICTED DUPLICATION BY PHOTOCOPYING, ELECTRONIC OR OTHER MEANS IS ALLOWED FOR NON-COMMERCIAL USE, PROVIDED ONLY THAT ANY PERSON OR ORGANIZATION MAKING USE OF THIS AGREEMENT SHALL OBTAIN INDEPENDENT PROFESSIONAL LEGAL, TAX, AND TECHNICAL ADVICE AND WILL REPRODUCE THIS NOTICE, AND THE ACKNOWLEDGEMENTS AT THE END THIS AGREEMENT, IN ANY SUCH USE AND MAY NOT RELY UPON THIS AGREEMENT EXCEPT AS AN EXAMPLE AGREEMENT ONLY. ALL OTHER USES ARE PROHIBITED WITHOUT PRIOR WRITTEN CONSENT.

ISTHMUS CORPORATION, A MICHIGAN CORPORATION, engaged in for-profit telecomputing, and Internet access, development, and training at its principal place of business - 2006 Hogback Road, Suite 7, Ann Arbor, MI 48105, and HURON VALLEY COMMUNITY NETWORK, a Michigan Nonprofit Corporation engaged in developing a free and low-cost public telecomputing network in Washtenaw County, Michigan, 105 Pearl Street, Ypsilanti, Michigan 48197-2611, agree:

1. ISTHMUS CORPORATION (ISTHMUS) owns and or leases computer equipment, telecommunications equipment, and digital electronic access to the global network of computers and people sometimes called the "Matrix", and composed of several sub-networks, of which one is commonly known as the "Internet"; ISTHMUS is a for-profit business, providing Internet connectivity through dial-up and direct connections, providing electronic mail (email) accounts, UNIX shell accounts, Internet protocol accounts, domain registration services, World Wide Web servers, hypertext mark-up language (HTML) services and training, and providing other related services to business, schools, higher education institutions, and governments.

2. HURON VALLEY COMMUNITY NETWORK (HVCN) is a non-profit, tax-exempt corporation formed for the purpose of establishing and maintaining an electronic telecomputing network for the benefit of the residents, governments, and organizations located in, or doing business in Washtenaw County, Michigan, with the goal of providing free and low-cost electronic mail, Internet access, training, and other related services in keeping with its tax exempt status and public service missions; HVCN will raise funds by soliciting public, private, business, and governmental donations, and with membership fees, as well as other methods permitted under the Internal Revenue Code and IRS Regulations related to tax-exempt corporations under IRC Section 501(c)(3) and related sections.

3. THE PURPOSE OF THIS CONTRACT is to establish a written statement of the understandings of the parties and the points of agreement they have reached to date, to enable ISTHMUS to provide certain facilities, services, equipment, and telecomputing connectivity to HVCN for the purpose of enabling and enhancing the public services HVCN desires to provide to the public in Washtenaw County, Michigan, and;

a. To provide the basis for HVCN to use the computer programs, computer hardware, telecommunications equipment, and technical expertise of ISTHMUS, alone, or in present or eventual combination with similar and additional assets of HVCN.

b. To provide enhanced public awareness of the for-profit services of ISTHMUS, and to provide a means for ISTHMUS to provide a valuable public service in conjunction and cooperation with HVCN.

4. ACCEPTABLE USE POLICIES - All operations under this agreement, interim or permanent, are dependent upon, and are specifically conditioned upon ISTHMUS AND HVCN agreeing upon non- conflicting ACCEPTABLE USE POLICIES and no obligation, right, or duty under this agreement shall be binding till such agreement on non-conflicting Acceptable Use Policies are reduced to writing, accepted by the respective boards of directors, and executed by the chief executive officers of ISTHMUS and HVCN.

a. ISTHMUS CORPORATION is a for profit affiliate of MERIT NETWORK, INC., and has agreed to abide by the acceptable use policies of MERIT NETWORK, INC.; HVCN intends to become a COMMUNITY SERVICE AFFILIATE (not-for-profit) of MERIT NETWORK, INC.; both ISTHMUS and HVCN agree that they shall abide by the ACCEPTABLE USE POLICIES of MERIT NETWORK, INC., as well as the ACCEPTABLE USE POLICIES of each other, as applicable, provided that HVCN agrees that its ACCEPTABLE USE POLICIES may not restrict, lessen, or in any way control the ACCEPTABLE USE POLICIES of ISTHMUS; and ISTHMUS agrees that it may not impose ACCEPTABLE USE POLICIES upon HVCN that would jeopardize the standing of HVCN as a public service, tax- exempt, public-trust-like service to all citizens in Washtenaw County, Michigan, and the parties agree that the remedy for conflict in application of the principles of each other's ACCEPTABLE USE POLICIES shall be termination of the relationship and this contract.

b. A copy of the ACCEPTABLE USE POLICY OF MERIT NETWORK, INC., is attached as exhibit "A", that of ISTHMUS CORPORATION is attached as exhibit "B", and that of HURON VALLEY COMMUNITY NETWORK is attached as exhibit "C" to this agreement; HURON VALLEY COMMUNITY NETWORK will cause its registered members and users to acknowledge acceptance of these ACCEPTABLE USE POLICIES, in writing before full access to the HURON VALLEY COMMUNITY NETWORK computers and programs is authorized or allowed.

5. FINANCIAL PERFORMANCE BY HVCN CONTINGENT - HURON VALLEY COMMUNITY NETWORK (HVCN) does not have the immediate capability to perform the financial obligations stated in this agreement, and ISTHMUS acknowledges this inability on the part of HVCN, but ISTHMUS is willing and able to, and does by this agreement, allow HVCN a reasonable time, not to exceed SIX (6) months, in which to raise sufficient (in the opinion of HVCN) funds to proceed with this contract.

6. IF HVCN FAILS TO RAISE THE FUNDS TO PERFORM within the six (6) month period provided in paragraph 5 above, then, at the option of either party, this agreement may be cancelled and neither party shall have any obligation to perform any of the promises under this agreement, unless the parties agree in writing to extend or otherwise modify this agreement.

7. EXISTING CENTRAL PROCESSING UNITS AND OPERATING SOFTWARE OF ISTHMUS - HVCN acknowledges that ISTHMUS is presently using Sun Microsystems, Inc. SPARC central processing units, and is operating Sun SOLARIS operating system software, a Sun version of UNIX operating system, and during the term of the contractual relationship between ISTHMUS and HVCN, HVCN will run, operate, acquire, and install, as necessary or desired, programs and equipment compatible with ISTHMUS equipment; all such equipment shall be subject to technical approval of ISTHMUS to ensure compatibility with equipment of ISTHMUS.

8. INFORMAL INSTALLATION, MODIFICATION, TESTING, AND DEMONSTRATION OF SOFTWARE, HARDWARE, CONCEPTS, AND SERVICES, may proceed, under the technical control (subject to the content control of HVCN as allowed by the agreed ACCEPTABLE USE POLICIES OF THE PARTIES) and direction of ISTHMUS, with the reasonable technical consent of the Chair of the Technical Committee of HVCN joined with the complete technical and content related concurrence of the Board of Directors of HVCN, before the initial effective date of this agreement as follows:

a. ISTHMUS MAY ALLOW HVCN, UNDER GUIDELINES AND PROCEDURES ACCEPTABLE TO ISTHMUS, to install, modify, run, test, debug, and demonstrate the utility, feasibility, and usefulness of the proposed software, file structures, user profiles, rights, and restrictions, and to test, evaluate, and demonstrate (with limited public demonstration) the computer and telecommunications services HVCN intends to provide.

b. ISTHMUS, AT ITS DISCRETION, MAY ALLOW HVCN TO SHARE A PRESENT TELEPHONE MODEM AND TELEPHONE LINE presently installed at ISTHMUS for such testing and evaluation, or ISTHMUS may provide an additional modem and telephone line with a separate number dedicated to HVCN for testing and evaluation; in the case of a dedicated modem and telephone line for testing and evaluation HVCN shall be obligated to pay ISTHMUS the sum of THREE HUNDRED ($300.00) AND NO/100s DOLLARS for a new modem of the same type and capability now being used by ISTHMUS for its commercial purposes, and to pay ISTHMUS an amount equal to the actual cost to ISTHMUS of the per month charges (including all taxes and other imposed governmental charges) for use of a separate telephone line and number for HVCN testing and evaluation operations; such payment shall be made within ten (10) days of request by ISTHMUS after installation of the modem, telephone line, and related equipment attached to ISTHMUS CORPORATION's network, and such telephone line is activated. ISTHMUS will furnish true copies of telephone billing records on request of HVCN.

c. IF INTERIM TESTING AND EVALUATION IS INSTITUTED, ISTHMUS SHALL provide the capability of adding HVCN users and accounts, including login names and passwords, and access to HVCN active menus or other shells, and shall allow the installation and maintenance of HVCN sponsored community information files, including HTML files including digitized graphics images associated with those files, if any, provided that during the interim period, these users and accounts shall be kept limited to a reasonable number of individuals, organizations, and files as ISTHMUS determines will not unreasonably interfere with the normal and anticipated commercial activities of ISTHMUS and its commercial customers.

d. IT IS THE INTENTION OF HVCN TO LIMIT THE INTERIM USERS to members of the board of directors of HVCN, its technical staff, and a limited number of users from agencies for which HVCN is providing public services such as a location for HTML Home Pages and email; and all such uses shall be understood and acknowledged to be temporary and at the discretion of ISTHMUS.

e. IF INTERIM TESTING AND EVALUATION IS INSTITUTED, ISTHMUS shall allow limited testing of Internet programs and protocols, such as File Transfer Protocol (FTP), Simple Mail Transfer Protocol (SMTP) or other electronic mail transfer protocols agreed to by ISTHMUS and HVCN, gopher, LYNX, Hypertext Transfer Protocol Daemon (HTTPD), and others mutually agreed to, and such software may and shall be tested over the existing and any future direct Internet connection hardware and telecommunications assets of ISTHMUS.

9. AVAILABILITY OF FUNDING - ACKNOWLEDGEMENT - WITHIN THIRTY DAYS OF SECURING BANK-CLEARED FUNDING as provided in paragraph 5 above, HVCN and ISTHMUS shall execute a joint acknowledgement of the availability of funding and the date of execution of such acknowledgement shall be the start date for the initial term of this contract. "BANK CLEARED" funding is defined as funds available to HVCN for orders-to-pay at the discretion of HVCN.

10. THE INITIAL TERM OF THIS CONTRACT SHALL BE ONE YEAR from the date specified in paragraph 9.

11. RENEWAL - AUTOMATIC, UNLESS PRIOR NOTICE OF INTENT TO TERMINATE IS FIRST GIVEN - This contract, and all rights, duties, and obligations it creates shall be automatically renewed for one year, and for subsequent successive one-year periods unless and until either party gives the other at least NINETY (90) days written notice of the intent not to renew.

12. NOTICE OF INTENT NOT TO RENEW - In the event either party gives actual written notice to the other of the intent not to renew in the time provided above, then the party giving the notice will cause the other party to have access to such programs, program access (including root or supervisor access) facilities, equipment, programs, media, back-up tapes or other media, and assets as are necessary to effect an orderly and non-disruptive transition from the obligations flowing to each other under this agreement. Both parties will use all reasonable efforts to reduce any adverse effects upon the daily operations of the other during the period of transition. All operations performed as root or supervisor shall be in the presence and with the consent of the other under this paragraph.

13. INITIAL MODEM BANK - PAYMENT - WITHIN FIFTEEN (15) DAYS OF THE EFFECTIVE DATE OF THIS AGREEMENT AS DEFINED IN PARAGRAPH 9 ABOVE, HURON VALLEY COMMUNITY NETWORK WILL PAY the sum of THREE THOUSAND ($3,000.00) and no/100 DOLLARS to ISTHMUS CORPORATION for the purchase of TEN (10) v.34 (of the same brand and type as used by ISTHMUS), or equivalent, telephone modems, which price includes all necessary connectors, adapters, cables, and rack space.

a. ADDITIONAL MODEMS may be purchased by HVCN from ISTHMUS CORPORATION at the price of THREE HUNDRED ($300.00) and no/100 DOLLARS per modem (including all accessories as noted above).

b. ISTHMUS CORPORATION shall procure the modems, configure, and install them as a separate and distinct "hunt group" in the existing telephone system of ISTHMUS CORPORATION. These modems shall be on-line with the telephone switch (PBX / CENTREX) of ISTHMUS, and shall provide dial-up telephone access to the HVCN programs, files, and services.

c. The purchase price for modems under this paragraph, and all other paragraphs of this Agreement includes any charge by the telephone service provider for line installation or activation of and for the lines ISTHMUS already has available and connected to its premises.

14. MODEM TELEPHONE CHARGES - MONTHLY - HVCN shall pay ISTHMUS an amount equal to the actual cost to ISTHMUS of the per month charges (including all taxes and other imposed governmental charges) per telephone line PER MONTH (one for each modem), and such payment shall be made beginning with the installation of the telephone lines in the HVCN hunt group, and thereafter on the day of the month requested by ISTHMUS CORPORATION.

15. DIGITAL TELECOMMUNICATIONS ACCESS TO THE INTERNET - ISTHMUS presently maintains and pays for a commercial digital telecommunications access to the Internet through Ameritech, Inc., the local telephone service provider presently operating in Washtenaw County, Michigan; subject to any regulations of Ameritech, Inc., ISTHMUS will allow, without additional charge to HVCN, HVCN users and members to use the present digital bandwidth of ISTHMUS until such time as use by HVCN degrades or is reasonably anticipated to degrade the commercial services of ISTHMUS, or until such time as ISTHMUS, in its sole discretion determines to request HVCN to secure and pay for the digital access required to operate the HVCN system.

16. BACK-UPS - PROGRAMS AND DATA - ISTHMUS CORPORATION SHALL, in the normal course of business, perform regular separate back-ups of the HVCN programs, and shall provide interim back-ups (all on an agreed-to schedule) of the data and user files and such back-ups shall be produced on digital tapes or other media acceptable to ISTHMUS, and secured and paid for by HVCN; such back-ups shall be furnished to HVCN as they are performed, and HVCN shall have the responsibility to pick-up and store the back-up tapes off-site.

17. FILE SPACE - OPERATING FILES FOR HVCN - ISTHMUS will provide sufficient file space on the storage devices of ISTHMUS to store and operate the program files of HVCN. Prior to starting interim or permanent operations, the parties will define and agree upon the programs HVCN will be running, as well as the interface of those programs with the operations of ISTHMUS;

18. FILE SPACE - PERSONAL FILES OF HVCN USERS - Provided it does not adversely affect the commercial operational needs of ISTHMUS and the commercial customers of ISTHMUS, ISTHMUS will make hard disk file storage space available to HVCN for the use of HVCN users and members; such file space will initially be maintained on disks owned by ISTHMUS and connected to the existing Local Area Network (LAN) being maintained by ISTHMUS at its present location.

a. It is agreed that this service by ISTHMUS is temporary and HVCN will, in a reasonable time, not to exceed 120 days from the date notified by ISTHMUS, purchase hard disk drives or comparable storage devices compatible with the then systems of ISTHMUS (if connection to ISTHMUS system is operationally necessary), and HVCN user/member files will be moved to the HVCN hard disk drives.

b. HVCN anticipates making available up to one (1MB) megabyte (defined as 1,048,576 bytes) per user or member for individual configuration, email, and other personal disk files of the user or member. HVCN anticipates, but does not guarantee or promise, that average usage by users and members will be around 300,000 (plus) bytes (300 kilobytes estimated) at any given time.

c. HVCN may wish to make additional file space available for a given user at a given time, for a fee. If such event arises, ISTHMUS, subject to availability of free disk space, will make such additional space available at the regular commercial rate per megabyte per month (less any standard HVCN only discount) to the persons designated by HVCN as members. Such rate is based on the present published commercial rates of ISTHMUS, less a discount available to HVCN members, and is subject to change in the normal course of business of ISTHMUS.

d. Until such time as HVCN has purchased and installed the hard disk drives or other storage devices as provided in paragraph 18 a. above, ISTHMUS will make available to HVCN, ONE (1) Megabyte, PER MEMBER OR USER, (or more as ISTHMUS may determine) of disk storage space available for the use of HVCN users and members.

19. ADDING, MAINTAINING, CORRECTING, REMOVING HVCN USERS - INDIVIDUALS - HVCN will have the responsibility for accepting, validating, and registering members and users of HVCN. ISTHMUS, at its option, may require that ISTHMUS employees enter or remove users on the ISTHMUS system, or may request that HVCN provide personnel to accomplish this task. HVCN will maintain its own paper user and membership files at a location other than ISTHMUS but will provide ISTHMUS a list, updated at reasonable and regular intervals, of authorized users and Members of HVCN; such list to be confidential and to remain the property of HVCN, and ISTHMUS shall not use, disclose, or transfer the information in the list for purposes outside of this agreement without prior written authority of HVCN.

20. HVCN DOMAIN NAME - The parties shall use all reasonable efforts to cause "hvcn.org" to be used as the domain name for the HVCN system operated in cooperation with ISTHMUS. This means that they will arrange to provide login and user names and email addresses for HVCN users on the Internet such as , as well as telenet to hvcn.org.

21. HTTPD SERVER - CGI SCRIPTING - ISTHMUS shall allow a sufficient, but limited, number of UNIX shell accounts to be available on its system for members of the HVCN Technical Committee, for the purpose of developing the HVCN programs and program interfaces for HVCN; ISTHMUS shall allow the use of server side (CGI) scripting development as part of this development for HTML and World Wide Web development, but in any event, ISTHMUS shall have the right to set such procedures for review and testing before installation of such scripts as ISTHMUS deems necessary for the protection of its system.

22. RADIUS SOFTWARE - USER AUTHENTICATION - MERIT - Merit Network, Inc. - Michnet - HVCN and ISTHMUS both are, or intend to be, authorized affiliates of Merit Network, Inc., and as such will be required to operate within the authorization-of-user requirements of Merit Network, Inc. when a user is accessing either system through any network operated by Merit Network, Inc.

a. Merit Network, Inc. is operating a user-authentication scheme based on RADIUS software which communicates with the authorized users member computer system to validate the authorization of the user, and to allow the authorized user access to the Merit Network, Inc. operated telecomputing network called Michnet.

b. HVCN and ISTHMUS will cooperate to provide the necessary functionality for the RADIUS software (including operating two sets of the software, if necessary) to provide for authentication of HVCN users and members as being authorized under "hvcn.org", and authorized users of ISTHMUS to be authenticated under "izzy.net".

23. MERIT NETWORK, INC., MODEMS - HVCN intends to purchase a number of telecommunications modems from Merit Network, Inc. in addition to any modems purchased from or operated by ISTHMUS for the benefit of HVCN, and ISTHMUS acknowledges and consents to such purchase by HVCN.

a. Subject at all times to the rules, regulations, and acceptable use policies of Merit Network, Inc., HVCN intends to use such modems purchased from Merit Network, Inc. for the exclusive use of HVCN users and members.

b. It is acknowledged that modems purchased from and maintained by Merit Network, Inc., shall be installed at such locations determined by Merit Network, Inc., and shall at all times be subject to the usage rules of Merit Network, Inc.

c. HVCN shall endeavor to obtain from Merit Network, Inc. an agreement to allow emergency joint use by ISTHMUS of the HVCN modems purchased from Merit Network, Inc. in the event of equipment breakdown or damage of ISTHMUS equipment making such emergency use beneficial to ISTHMUS and the commercial customers of ISTHMUS.

d. HVCN cannot guarantee the acceptance by Merit Network, Inc. of the arrangement contemplated in this paragraph.

e. Any such emergency use shall always be subject to the restrictions and time limits imposed by Merit Network, Inc.

24. PURCHASE OF MERIT ACCESS TOKENS BY HVCN -- HVCN may purchase Merit Access "Tokens" from Merit Network, Inc. for the use of HVCN users and members. The use of such Tokens shall be under the same terms and conditions as provided in paragraph 23 above for modems purchased from Merit Network, Inc.

25. USER AND MEMBER LOGIN NAMES - Within the technical limits and reasonable requirements of the software, and subject to reasonable commercial requirements of ISTHMUS, all HVCN users and member shall be allowed to select individual user / login names on the system on the same basis as those of the commercial customers of ISTHMUS; selection of usernames by HVCN and ISTHMUS users, members, and customers shall be on a first-come, first-served basis. Any conflict in the selection of a username shall be resolved by ISTHMUS in its sole discretion.

26. CREATING, MAINTAINING, POSTING, AND ACCESSING HVCN SPONSORED ORGANIZATION OR INDIVIDUAL PUBLIC SERVICE FILES - ISTHMUS shall provide temporary file space for agencies, governmental units, individuals and organizations, authorized by HVCN, to provide publicly accessible (via telephone modems and the Internet) information about the organizations through HVCN.

a. The amount of file space provided by ISTHMUS under this paragraph is undetermined at this time. It is reasonably anticipated that between one (1MB) and (3MB) megabytes will be required for each organization, with some variation expected, and it is estimated that HVCN will need to support files for between 25 and 50 agencies on an interim basis.

b. HVCN will endeavor to obtain necessary funds to purchase sufficient hard disk drives or other comparable storage media within a reasonable time, not to exceed SIX (6) months from the date specified in paragraph 5 above, and when such storage devices are installed on either the ISTHMUS system, or are connected to a system owned by HVCN, all such information files on the ISTHMUS system drives shall be moved to HVCN disks or media.

c. HVCN may purchase hard disk drives and related controller cards, cables, connectors, and power supplies (if needed) to be used with the ISTHMUS owned equipment (subject to technical approval of ISTHMUS for equipment compatibility), on a temporary basis and later move them to be connected to the HVCN processing station array.

27. OPERATING LOAD ON CENTRAL PROCESSING UNITS - FUTURE DEMAND

a. ISTHMUS will use reasonable efforts to track and record the usage of its central processing units and the load averages for its system during the time HVCN users and members are using the ISTHMUS system, and will share the information with HVCN.

b. In the event the demands on the equipment of ISTHMUS does, or is reasonably anticipated to, begin to significantly degrade or otherwise adversely affect the commercial operations of ISTHMUS or its commercial customers, HVCN will cause the usage of the ISTHMUS systems by HVCN users and members to be adjusted to lessen the adverse impact on the commercial usage of ISTHMUS.

c. HVCN shall endeavor to acquire equipment of its own and to move the operations of its system users and members to HVCN equipment as soon as reasonably possible during the initial term of this agreement.

28. CONFERENCING SOFTWARE - HVCN has been promised the free use of computer conferencing software now being developed, and may install and operate this software on the ISTHMUS system when the software is available.

a. The conferencing software is intended for the use of HVCN users and members, and is intended to be operated from the ISTHMUS system on a temporary basis only, subject to future agreement of the parties, and the software shall be moved to the HVCN systems as soon as practicable after acquisition and setup of the HVCN systems at ISTHMUS.

b. The installation and operation of this conferencing software shall be subject to the technical approval of ISTHMUS to ensure compatibility and the prevention of any significant adverse affect on the operations of ISTHMUS equipment and services.

c. The use of this conferencing software by ISTHMUS commercial customers on the ISTHMUS systems may not be possible without the express consent of the author/owner of the software, and any holder of contractual rights to the software, as well as the opinion of the tax advisors for HVCN, and an agreement on the use between HVCN and ISTHMUS.

29. NEED FOR ADDITIONAL RANDOM ACCESS MEMORY - HVCN CONTRIBUTION In the event the impact of the use of the ISTHMUS system by HVCN members and users does, or is reasonably anticipated to, begin to degrade the commercial operations of ISTHMUS or its commercial customers, HVCN will make arrangements with ISTHMUS to purchase individually, or jointly with ISTHMUS, additional Random Access Memory (RAM) compatible with the existing ISTHMUS system and to install such additional RAM on the ISTHMUS system for joint use by ISTHMUS and HVCN.

a. IF HVCN purchases the RAM individually, the ownership of the RAM shall remain in HVCN but shall be subject to joint use by ISTHMUS and HVCN during the time such RAM is installed on the ISTHMUS system at no charge to ISTHMUS.

b. ISTHMUS shall have the option to purchase the RAM from HVCN at such time as HVCN acquires its own system.

c. The purchase price under paragraph 29 b. above shall be at the depreciated book value of the RAM and any related equipment as appearing on the financial records of HVCN at the time of purchase. HVCN agrees that it will accept installment payments over a period of one year, if desired by ISTHMUS, and any installment payment shall only bear interest at such rate as required by the IRC to avoid any imputation of interest under the IRC.

d. The amount of RAM to be purchased shall be based on the reasonably determined and anticipated needs of the system to prevent significant degradation in service to the commercial customers of ISTHMUS caused by the use of the system by users and members of HVCN, and shall be negotiated between ISTHMUS and HVCN. HVCN shall have the right to purchase the RAM at the best price available to HVCN provided that if HVCN purchases RAM with any non- commercial discounts available to HVCN such purchase would be subject to the laws, rules, regulations, and requirements, including any prohibitions for commercial use, for such purchase. The anticipated combined use of the RAM must be disclosed to and approved by any agency or seller making such discounted purchase possible for HVCN, in advance, and in full.

e. In the event the RAM is purchased jointly, ISTHMUS shall have the option to purchase or sell the RAM under the same terms and conditions as in b. above, and in the event of a sale of the interest of ISTHMUS in the RAM to HVCN, HVCN shall have the same option to finance the purchase as afforded to ISTHMUS above.

30. HVCN SEPARATE CENTRAL PROCESSING UNITS - FUTURE ADDITION TO ISTHMUS LAN - HVCN anticipates it will, as soon as financially possible, acquire by purchase or otherwise, a Sun SPARCStation or equivalent system and related hard disk drives and equipment for its own use.

a. ISTHMUS will allow HVCN to connect its system to the Local Area Network owned and operated by ISTHMUS together with connections to the telecommunications equipment of ISTHMUS (Centrex / PBX - terminal servers or equivalent, and router(s) until such time as HVCN acquires separate equivalent equipment of its own.

b. FUTURE OPERATION, BACK-UP, MAINTENANCE - as much as technically and practically possible, HVCN and ISTHMUS shall acquire and use compatible equipment and programs and shall cooperate to provide emergency back-up service to each other in the event of problems or failure of either system; such back-up service to be on a temporary basis, and with probable overall reduced functionality for both systems, until such time as the problem or failure can be remedied using reasonable efforts.

31. OWNERSHIP OF EQUIPMENT TO BE CLEARLY IDENTIFIED - All equipment, storage media, cables, controllers, boards, manuals, and other items of ISTHMUS and HVCN shall be clearly marked and labeled as such at all times.

32. LEASE AND LANDLORD

a. LANDLORD'S CONSENT - ISTHMUS shall procure the written consent to this agreement of the OWNER/LANDLORD AND any required RENTAL AGENT for the premises occupied by ISTHMUS.

b. HVCN RECORDS, BACK-UPS, AND OTHER EQUIPMENT - ISTHMUS shall obtain written agreement from the OWNER/LANDLORD AND any required RENTAL AGENT that all tangible property, programs, and intangible assets, books, records, computer files, and other assets of HVCN shall be and remain free of any landlord's lien for nonpayment of rent or otherwise during the term of this agreement and any renewal, and this agreement shall extend to any future equipment or assets of HVCN.

c. IN ALL RESPECTS, other than the right of the OWNER/LANDLORD AND any required RENTAL AGENT to acquire or enforce any lien against HVCN, HVCN agrees that it is subject always to the rights of ISTHMUS and the OWNER/LANDLORD AND any required RENTAL AGENT under the terms of the lease by ISTHMUS for the premises it now occupies.

33. INSURANCE

a. PRESENT INSURANCE MAINTAINED BY ISTHMUS - ISTHMUS shall, if reasonably possible under the policy contracts and carrier rules, have HVCN named as an additional insured under the insurance policies of ISTHMUS presently in effect (As listed on attached Schedule "Insurance"); HVCN shall pay any increased premium under such policies caused by insuring HVCN thereunder, provided such additional premium amounts are first disclosed to HVCN and agreed to by HVCN in advance of the obligation to pay.

b. FUTURE INSURANCE OF HVCN AND ISTHMUS - In future operations HVCN and ISTHMUS shall endeavor to have each other named as additional insureds where applicable, and HVCN shall endeavor to provide separate liability, casualty and other insurance for its operations and equipment as needed to reasonably protect itself and ISTHMUS in light of the operations of both parties.

34. ACCESS - EMERGENCY ACCESS - At the present time ISTHMUS is operating all equipment, and will continue to operate all equipment used to perform this agreement and provides to itself 24 hour seven day 365 day year access to the premises and equipment for maintenance, troubleshooting, and emergencies.

a. NON-EMERGENCY access by HVCN - HVCN shall have access to the offices of ISTHMUS for all purposes provided in this agreement during regular business hours of ISTHMUS, and at such other times agreed to in advance by ISTHMUS.

b. EMERGENCY ACCESS by HVCN - HVCN shall have emergency access to the offices of ISTHMUS and to the equipment operated by HVCN, and if necessary for emergency purposes, the equipment of ISTHMUS, under conditions acceptable to ISTHMUS to be arranged and agreed upon within a reasonable time after this agreement is effective under paragraph 9 above.

35. USE OF ISTHMUS PERSONNEL for HVCN purposes - Isthmus intends to provide a reasonable, but limited, amount of services to HVCN consisting of adding, deleting and limited administering of user accounts, and will be operating the ISTHMUS system, including telecommunications equipment, providing back-ups, and other ordinary and normal computer system and network system operations and maintenance.

a. ISTHMUS will provide a reasonable amount of these services without charge to HVCN in the initial testing and the initial operational stages of the HVCN system, provided that such services are not an unreasonable burden on ISTHMUS, in the opinion of ISTHMUS, and provided that ISTHMUS may, on reasonable notice require HVCN to either furnish these services to HVCN itself, or to pay ISTHMUS a reasonable amount for the services of ISTHMUS personnel, which shall be calculated at the out-of-pocket cost for ISTHMUS, including costs of FICA tax contributions, unemployment tax contributions, other generally applicable employee costs and benefits as represented on the wage and tax statements for a typical employee of ISTHMUS, but not including extraordinary expenses such as reimbursable auto, meal, entertainment, travel or other variable employee expenses.

b. IF ISTHMUS REQUESTS PAYMENT, HVCN shall be afforded a reasonable opportunity to secure funding, or a commitment for funding satisfactory to ISTHMUS, for such payment, not to exceed NINETY (90) days from the date of the request by ISTHMUS.

c. The amount of the payment to ISTHMUS under these paragraphs shall be in proportion to the cost of the personnel to ISTHMUS and the usage of the personnel by HVCN.

d. ISTHMUS personnel shall not operate motor vehicles for the purpose of accomplishing HVCN business unless and until HVCN is named as an insured party against public liability and property damage on any applicable automobile insurance, or has secured equivalent insurance of its own.

e. HVCN personnel shall not operate motor vehicles for the purpose of accomplishing ISTHMUS business unless and until ISTHMUS is named as an insured party against public liability and property damage on any applicable automobile insurance, or has secured equivalent insurance of its own.

36. TAX IMPACT - DEDUCTIONS - ISTHMUS and HVCN shall endeavor to secure to ISTHMUS, within the requirements and limits of the Internal Revenue Code, applicable rules and regulations, such tax deductions and benefits as are lawful and just resulting from the operation of this agreement and the services ISTHMUS is providing to HVCN at or below fair market value; the parties shall submit to their respective accountants full information to enable the accountants to reach agreement on these tax deductions for ISTHMUS, and the resulting reportable income for HVCN.

a. In the event of any dispute between the accountants as to the tax impact of any transactions the parties shall immediately cease any operations causing such dispute.

b. In the event of any tax consequence which in the sole opinion of the tax advisors of HVCN would, or would tend to, jeopardize the IRC Section 501(c)(3) tax-exempt status of HVCN, the parties agree to take such steps, including termination of this agreement, required to remedy such adverse effect.

37. HVCN - PURCHASING ASSETS - POSSIBLE EDUCATION OR OTHER DISCOUNTS - HVCN, as a non-profit, tax exempt Michigan corporation may have certain educational or other purchasing discounts available to it for furthering its charitable purposes; such discounts or tax exemptions are premised upon the charitable nature of HVCN and are not available to for-profit enterprises such as ISTHMUS.

a. ISTHMUS and HVCN agree they will jointly disclose such information as is reasonably necessary concerning the use of any equipment purchased by HVCN to such institutions or governmental authorities as may be required to enable HVCN to avail itself of any discounts or tax exemptions contemplated here.

b. ISTHMUS acknowledges there may be restrictions on use of equipment or services purchased or otherwise acquired by HVCN due to the nonprofit and tax exempt status of HVCN, and ISTHMUS agrees to cooperate with HVCN in assuring there is no prohibited use by ISTHMUS of assets of HVCN that would in any way jeopardize the tax exempt status of HVCN or would tend to violate any applicable law, rule, or regulation.

38. HVCN - TAX EXEMPT STATUS - STATE OR OTHER SALES, USE OR OTHER TAXES - The provisions of paragraph 37 above shall apply in the same manner to any sales, use, or other state or local tax exemptions or benefits which may accrue to HVCN.

39. RECORDS, BOOKKEEPING, ACCOUNTING - HVCN and ISTHMUS shall keep corporate books, records, and information according to generally accepted accounting standards for their respective corporate status, and shall, subject to the rights of ISTHMUS, as a private corporation, make such information available to each other as reasonably required by either party to conform with the responsibilities under this agreement.

a. HVCN will not make any financial or other private information concerning ISTHMUS available to the public, or to any individual (other than the legal and tax advisors of HVCN) without the prior written consent of ISTHMUS; HVCN shall inform ISTHMUS, in advance and in writing, prior to making any financial or other private information about ISTHMUS, available to any tax or legal advisor of HVCN.

40. HVCN - REQUIREMENTS UNDER IRC SECTION 501(c)(3) ACCESS TO NECESSARY RECORDS, MAINTENANCE OF TAX- EXEMPT STATUS - ISTHMUS will provide such information as is reasonably required by HVCN for HVCN to provide tax and charitable contribution information to any agency of federal, state, or local government, including without limitation, the U.S. Internal Revenue Service and the Michigan Attorney General.

41. MUTUAL HOLD HARMLESS - DEFEND ETC. - HVCN and ISTHMUS shall enter into mutual hold-harmless and agreements-to-defend, satisfactory to the legal counsel of each other prior to beginning interim or other operations under this agreement.

42. REVISIONS IN COMMUNICATIONS LAW, TAX LAW, CORPORATE LAW - effect and remedies of the parties if contract becomes burdensome - In the event of changes in the laws, rules, or regulations, federal, state, or local, which cause, or would reasonably tend to cause, the operation of this agreement to become burdensome on either party, that party may elect to terminate this agreement in the same manner as provided in paragraphs 11 and 12 above.

43. AGREEMENT TO BE A PUBLIC DOCUMENT - This agreement shall be published on the World Wide Web pages of HVCN and the content shall be available to any nonprofit organization without charge or permission. For-profit use shall be prohibited without permission of ISTHMUS and HVCN.

44. VENUE - The venue for any action filed to enforce any rights, duties, or obligations under this agreement shall be the state courts in Washtenaw County, Michigan.

45. MICHIGAN LAW CONTROLS - This agreement shall be controlled by, and interpreted under, the statutory and case law of the State of Michigan, except where matters of tax law require referral to federal laws of taxation.

46. SEVERABILITY - If any part of this agreement is found invalid or unenforceable, the invalidity or unenforceability of that part shall not affect the remaining parts of the agreement.

47. EXECUTED IN DUPLICATE ORIGINALS - This agreement shall be executed in duplicate originals and one original shall remain in the possession of each party, and shall be complete evidence of this agreement.

48. MODIFICATION ONLY BY WRITTEN AGREEMENT - This agreement may only be modified by written agreement of the parties executed with the same formalities as this agreement has been executed

49. CONTINGENT ON RATIFICATION OF BOARD OF DIRECTORS - This Agreement is contingent upon the ratification of the respective board of directors of ISTHMUS and HVCN, and the parties will cause resolutions ratifying this agreement to be enacted and true copies delivered to each other within TEN (10) days of execution by the executive officers of each corporation.

ACKNOWLEDGMENTS:

THIS AGREEMENT WAS NEGOTIATED AND DRAFTED WITH THE HELP AND ADVICE OF SANFORD E. WALKE, III, PRESIDENT OF ISTHMUS CORPORATION, A MICHIGAN CORPORATION; STEVEN R. WEISS, SENIOR COMPUTER SCIENTIST, COMSHARE, INC., BOARD MEMBER OF CYBERSPACE COMMUNICATIONS, INC. AND CHAIR, HVCN TECHNICAL COMMITTEE; JESSE O'JACK, ATTORNEY AT LAW, ANN ARBOR, MICHIGAN; DEBORA C. PECK, CPA, PLANTE & MORAN, CPA'S, ANN ARBOR, MICHIGAN; VALERIE MATES, CHAIR, CYBERSPACE COMMUNICATIONS, INC. (OPERATORS OF GREX), OWNER AND OPERATOR OF GIGABYTES CAFE, INC. ANN ARBOR, MICHIGAN, AND MEMBER HVCN TECHNICAL COMMITTEE; THE BOARD OF DIRECTORS OF HURON VALLEY COMMUNITY NETWORK - DR. REBECCA A. HEAD, DIRECTOR, WASHTENAW COUNTY DEPARTMENT OF ENVIRONMENT AND INFRASTRUCTURE SERVICES; LEMUEL D. AMEN, SENIOR ENVIRONMENTAL MANAGER, WASHTENAW COUNTY DEPARTMENT OF ENVIRONMENT AND INFRASTRUCTURE SERVICES; ASSOCIATE DEAN JEANNIE MEYER HOWARD, LEARNING TECHNOLOGIES, EASTERN MICHIGAN UNIVERSITY; MR. JEFFERY C. OGDEN, ASSOCIATE DIRECTOR, MERIT NETWORK, INC.; MR. KEITH STANGER, EASTERN MICHIGAN UNIVERSITY LIBRARY, AND SECRETARY OF HVCN; LINDA VENGROFF, DIRECTOR, SNOW HEATH CENTER, EASTERN MICHIGAN UNIVERSITY; MARY E. UDOJI, DIRECTOR, WASHTENAW COUNTY LIBRARY; MR. EDWARD C. HAYES, UNIVERSITY OF MICHIGAN, Retired, AND TREASURER, HVCN; AND ARNOLD D. BARR, CHAIR, HURON VALLEY COMMUNITY NETWORK. ALL INDIVIDUALS, EXCEPT THOSE OPERATING FOR ISTHMUS CORPORATION, ARE OPERATING IN THEIR INDIVIDUAL CAPACITIES OR ON BEHALF OF HURON VALLEY COMMUNITY NETWORK, AND NOT IN THEIR CAPACITY OF OFFICER, DIRECTOR, EMPLOYEE OR MEMBER OF ANY OTHER ORGANIZATION.

SIGNATURES AND ATTESTATIONS:


THE FORGOING IS AGREED TO THIS               JUNE, 1995, BY:



Witnesses to Isthmus

Corporation





                                                                ISTHMUS CORPORATION







                                   

                                                                By                               

                                                                  Sanford E. Walke, III

                                                                  President

Attest:





                                   

Brian Stevens, Secretary



Witnesses to Huron Valley

Community Network





                                                                HURON VALLEY

                                                                COMMUNITY NETWORK





                                   

                                                                By                               

                                                                  Arnold D. Barr, Chair                   

                                                                      and CEO

                                                                  

Attest:





                         

Keith J. Stanger,

Secretary