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This document, along with the Gigabit Data Center Service Order(s) ("GDCSO(s)") agreement (s), shall comprise a complete and binding agreement between Customer and Alchemy. Each GDCSO agreement, and any amendments thereto, when dated and subscribed by Customer and Alchemy, shall incorporate the terms and conditions of this Agreement. In the event of any conflict or inconsistency between this Agreement and the terms set forth in a GDCSO agreement(s), the terms of the GDCSO agreement(s) shall in all cases prevail.

In connection with the Space made available hereunder, Alchemy shall perform services which support the overall operation of the Gigabit Data Center ("GDC"), e.g., janitorial services, environmental systems maintenance, and power plant maintenance, at no additional charge to Customer. However, Customer shall be required to maintain the Collocation Space in an orderly manner and shall be responsible for the removal of trash, packing, cartons, etc. from the Space. Further, Customer shall maintain the Space in a safe condition, including but not limited to the preclusion of storing combustible materials in the Space.

Any option granted to Customer to renew its license to occupy the Space shall be contingent on the election by Alchemy to continue to own or lease the Premises in which the Space is located for the duration of the Renewal Period(s), such election to be exercised at the sole discretion of Alchemy.

Connectivity: If contracted for, Alchemy shall provide Customer with connectivity to the Internet through Alchemy's network as specified in the GDCSO(s). Connectivity is measured and billed using a 95/5 Rule. The aggregate of both inbound and outbound bandwidth is sampled at five-minute intervals throughout the month. Once all samples have been accumulated, the top 5% of the collected samples are discarded, the highest remaining sample, rounded to the next full mega bit per second (Mbps) times the negotiated rate, will be billed. Alchemy shall provide cross-connectivity, where applicable, for an additional fee.

Content Preparation: If contracted for, Alchemy shall prepare Content consisting of fully encoded audio or video product provided by Content Provider for placement on Alchemy servers. (Alchemy may also perform encoding for an additional fee, as agreed by the parties). Customer shall provide Alchemy with timely access to its Content as required for Alchemy to prepare said Content and provide all services Customer has elected to receive. Customer understands and acknowledges that Alchemy’s performance depends, in part, upon Customer’s assistance and cooperation in all matters pertaining to this Agreement.

Connectivity and Content Streaming: If contracted for, Utilizing Alchemy’s servers, Customer shall be provided with Content storage and Internet connectivity. Customer’s content shall be distributed on an “On-demand” basis on the Internet utilizing the Internet video and or audio formats specified by Customer, which may include, Microsoftâ Windows Media Server’ (“WMS”), Appleâ QuickTime Server’ (“QuickTime”), Server Push and Web Page serving. Customer shall agree to a committed amount of minimum monthly transfer of content, measured in megabytes, as stated in the GDCSO(s). Although it is Alchemy’s policy to accommodate usage above committed amounts, megabyte transfer levels beyond the committed amounts are not guaranteed.

Customer retains all right, title and interest in and to the Content it places with Alchemy. Alchemy, its heirs, successors and/or assigns retain all right, title and interest in and to all software, hardware, products, equipment and other intellectual properties created by or for Alchemy in connection with the Web Content Distribution Services.

Customer's license to occupy the Collocation Space shall begin on the "Start Date," as set forth in the GDCSO agreement(s) or on the date Alchemy completes the build-out of the Space, whichever is later. The term of the Customer's license to occupy the Space shall be indicated on the GDCSO(s).

Should Alchemy fail, for any reason to tender possession of the Space to Customer on or before the Requested Service Date (specified in the GDCSO agreement(s) relevant thereto) this Agreement shall not be void or voidable. If Alchemy fails to tender possession of the Space to Customer within a sixty (60) day period after such Requested Service Date (due to any reason other than the acts or omissions of Customer), Customer may, upon written notice to Alchemy, declare the relevant GDCSO agreement(s) null and void with no further obligation attributed to Customer, and Alchemy shall refund all fees and charges paid in advance by Customer, except in the case where the delay was caused by Customer, in which case, Alchemy shall retain any funds necessary to recover the cost or obligations incurred on behalf of Customer. Except as provided herein, Alchemy shall not be liable to Customer in any way as a result of a delay or failure to tender possession.

Following the expiration of the Term, as set forth in the GDCSO agreement(s) noted “End Date,” for each Space and/or Service or failure of the Parties to enter into any Renewal Periods, Customer's license to occupy the Space and receive services shall continue in effect on a month-to-month basis upon the same terms and conditions specified herein, unless terminated by either Customer or Alchemy upon thirty (30) days prior written notice.

Either party shall have the right to terminate this agreement should the other party breach a material term or condition of this Agreement and fail to cure such breach within thirty (30) days after receipt of written notice of the breach, except in the case of failure to make timely payment to Alchemy, which must be cured within ten (10) days of the payment due date. Alchemy has the option, at its sole discretion, to terminate this Agreement should Customer become insolvent or the subject of bankruptcy proceedings, a receivership, liquidation or a sale for the benefit of creditors.

Upon termination or expiration of the Term for each Space, Customer agrees to do the following: (i) remove the Equipment and other property that has been installed by Customer or Customer's agent(s) and return the Space to Alchemy in substantially the same condition as it was on the date of installation, Alchemy at its sole discretion may refuse to allow the removal of some or all Customer equipment until all outstanding amounts owed to Alchemy are paid in full; (ii) pay any outstanding fees within five (5) days of termination of service; (iii) return any confidential information it has received from Alchemy and (iii) return any equipment or supplies that are the property of Alchemy. In the event such Equipment or property has not been removed within thirty (30) days of the effective termination or expiration date, the Equipment shall be deemed abandoned and Customer shall lose all rights and title thereto.

In the event the GDC becomes the subject of a taking by eminent domain by any authority having such power, Alchemy shall have the right to terminate this Agreement. Alchemy shall attempt to give Customer reasonable advance notice of the removal schedule. Customer shall have no claim against Alchemy for any relocation expenses, any part of any award that may be made for such taking or the value of any unexpired term or renewed periods that result from a termination by Alchemy under this provision, or any loss of business from full or partial interruption or interference due to any termination. However, nothing contained in this Agreement shall prohibit Customer from seeking any relief or remedy against the condemning authority in the event of an eminent domain proceeding or condemnation that affects the Space.

If Customer fails to perform its obligations, or fails to pay for services rendered hereunder, Alchemy may, at its sole option and with written notice, issue a default notice letter to Customer, demanding the default condition be cured. If the default condition is not remedied within the time period specified in the notice letter, Alchemy may then, without the necessity of any further notice, discontinue performance and terminate this Agreement, for default, and pursue any other remedies available at law or in equity, including reimbursement of the cost of collection and reasonable attorney fees. Alchemy's failure to exercise any of its rights hereunder shall not constitute or be construed by Customer as being a waiver of any past, present, or future right or remedy. In the case of Customer's failure to make timely payments, Alchemy may discontinue any or all services for any period of time as it deems appropriate without written notice to Customer, and such action shall not be deemed a breach of this Agreement by Alchemy.

At any time during the term of this Agreement, Alchemy may, at it's sole option, immediately terminate this Agreement if Customer is not then maintaining the Equipment solely for the purpose of originating and/or terminating telecommunications transmissions carried over the Alchemy Network or as otherwise set forth in this Agreement, or pursuant to the terms and conditions, if any, contained in any Collocation Schedule identified herewith.

If Customer commits an act of default under any Collocation Schedule to which this Agreement pertains, Alchemy may, in its sole discretion, declare Customer to be in default of any and all other Collocation Schedules then in effect, without the necessity of showing separate failures, acts or omissions by Customer.

If Customer commits an act of default with respect to the purchase of telecommunications services that would entitle Alchemy under its separate tariffs and agreements to terminate its services to Customer, then Alchemy and all Alchemy's Affiliates shall be entitled to terminate this Agreement and all GDC services to which this Agreement pertains.

At the termination of this agreement for any reason or if Customer has failed to make timely payments of amounts owed, Alchemy at its sole discretion may refuse to allow the removal of some or all of Customer equipment from Alchemy’s facilities until all outstanding amounts owed to Alchemy are paid in full. In order to satisfy outstanding balances owed, Customer specifically herein consent and agree that Alchemy may take possession and ownership of all or part of Customer equipment, if Customer fails to bring all payments up to date within thirty (30) days of receiving written notice from Alchemy of its intent to take possession of said equipment. If the value of the equipment in which Alchemy has taken possession and ownership of has a resale value that is less than the amount owed, Alchemy is entitled to take whatever legal actions are necessary to collect the difference.

Customer shall pay ALCHEMY monthly recurring fees (the "Recurring Fees"), which shall include charges for use and occupancy of the Space (the "Occupancy Fees"), connectivity (or cross-connect fees, if applicable), power charges, streaming charges and, where applicable, technical support and system administration. In addition to any Recurring Fees, Customer shall be charged non-recurring fees for build-out of the Space (the "Build-Out Charges"), where applicable, Escort charges, and other services, which shall be set forth in the GDCSO agreement(s). If Customer requests that Alchemy provide services not delineated herein or in the GDCSO agreement(s) at any time during the Term, Customer agrees to pay the fee for such services in effect at the time such service was rendered. All payments will be made in U.S. dollars. Late payments hereunder will accrue interest at a rate of one and one-half percent (1 ½%) per month, or the highest rate allowed by applicable law, whichever is lower. If in its judgment Alchemy determines that Customer is not creditworthy or is otherwise not financially secure, Alchemy may, upon written notice to Customer, modify the payment terms to require assurances to secure Customer's payment obligations hereunder.

All payments required by this Agreement are exclusive of all national, state, municipal or other governmental excise, sales, value-added, use, personal property, and occupational taxes, excises, withholding taxes and obligations and other levies now in force or enacted in the future, all of which Customer will be responsible for and will pay in full. Customer agrees to pay or reimburse Alchemy for any applicable taxes that are levied based on the transactions hereunder, exclusive of taxes on income and real estate taxes on the GDC. Any such charges shall be invoiced and payable within the payment terms of this Agreement. Alchemy agrees to provide Customer with reasonable documentation to support invoiced amounts applied to taxes within thirty (30) calendar days of receipt of a Customer's written request.

The Occupancy Fee and/or Power Charges shall be increased to reflect any increases incurred by and required under the lease relevant to the Premises in which the Space is located. Customer shall pay to Alchemy its pro rata share of any such increases based on the number of square feet of the Space compared to the number of square feet leased by Alchemy under the applicable lease. Alchemy shall notify Customer of any such increase as soon as practicable.

Customer agrees to reimburse Alchemy for all reasonable repair or restoration costs associated with damage or destruction caused by Customer's personnel, Customer's agent(s) or Customer's suppliers/contractors or Customer's visitors during the Term or as a consequence of Customer's removal of the Equipment or property installed in the Space.

Before beginning any delivery, installation, replacement or removal work, Customer must obtain Alchemy 's written approval of Customer's choice of suppliers and contractors which approval shall not be unreasonably withheld or delayed. Alchemy may request additional information before granting approval and may require scheduling changes and substitution of suppliers and contractors as conditions of its approval. Approval by Alchemy is not an endorsement of Customer's supplier or contractor, and Customer will remain solely responsible for the selection of the supplier or contractor and all payments to Alchemy for construction work performed on their behalf.

Customer shall not make any construction changes or material alterations to the interior or exterior portions of the Space, including any cabling or power supplies for the Equipment, without obtaining Alchemy's written approval for Customer to have the work performed. Alchemy reserves the right to perform and manage any construction or material alterations within the GDC and Collocation Space areas at rates to be negotiated between the Parties hereto.

Customer's use of the Space, installation of Equipment and access to the GDC shall at all times be subject to Customer's adherence to the generally accepted industry standards, security rules and rules of conduct established by Alchemy for the GDC. Except where advanced written permission has been given by Alchemy, Customer's access to the GDC shall be limited to the individuals identified and authorized by Customer to have such access. Customer agrees not to erect any signs or devices to the exterior portion of the Space without submitting the request to Alchemy and obtaining Alchemy's written approval.

Customer may not provide, or make available to any third party, space within Collocation Space without Alchemy's prior written consent. If Customer should provide, or make available to any third party, space within the Collocation Space without obtaining the written consent of Alchemy, Customer shall be in breach of this Agreement and Alchemy may pursue any legal or equitable remedy, including but not limited to the immediate termination of this Agreement.

Customer is responsible for maintaining the cleanliness of the Collocation Space. There shall be no trash or dust allowed to accumulate within the Space. Neither food nor drink is permitted within the Collocation area, including within individual cages.

F. Customer's use of Alchemy services shall at all times comply with Alchemy's then-current Acceptable Use Policy, as amended by Alchemy from time to time. The sending of unsolicited bulk email is specifically forbidden under this Agreement. Customer activities that result in IP address blocking, filtering, or other such actions by outside third party entities which cause Alchemy or any of Alchemy’s other customers to be negatively impacted is also specifically forbidden under this Agreement. If Customer is found by Alchemy to be in violation of any part of this section, Alchemy has the right to immediately terminate services to customer and/or this Agreement.

Alchemy shall not arbitrarily or discriminatorily require Customer to relocate the Equipment; however, upon sixty (60) days prior written notice or, in the event of an emergency, such time as may be reasonable, Alchemy reserves the right to change the location of the Space or the GDC to a site which shall afford comparable environmental conditions for the Equipment and comparable accessibility to the Equipment. Alchemy and Customer will work together in good faith to minimize any disruption of Customer's services as a result of such relocation. Alchemy shall be responsible for the cost of improving the Space to which the Equipment may be relocated, and for relocation of Equipment interconnected to Alchemy services, except that Alchemy shall not be responsible for relocating facilities installed in violation of this Agreement.

If Space is contracted for, Customer agrees to maintain, at Customer's expense, during the entire period of occupancy, for each Collocation Space (i) Comprehensive General Liability Insurance for bodily injury or property damage, in an amount not less than one million dollars per occurrence; (ii) Workers' Compensation Insurance, with a limit not less than five hundred thousand dollars Bodily Injury each accident (iii) "All Risk" Property insurance covering all of Client's personal property located at the GDC, (iv) commercial automobile liability insurance (bodily injury and property damage) in an amount not less than one million dollars per accident for all vehicles including owned, non-owned, leased and hired vehicles; (v) Errors and Omissions insurance. All property insurance covering customer's property located in the GDC premises shall expressly waive any right of subrogation on the part of the insurer against Alchemy, its officers, directors employees, agents and contractors. Customer further agrees to name Alchemy and the party from whom Alchemy leases its GDC space, as "Additional Insured" on the appropriate policies.

A reputable insurance company authorized to do business in the state of California shall issue all policies subject to this provision. Prior to installation of equipment in Customer's collocation space, customer shall furnish Alchemy with certificates of insurance which evidence the minimum levels of insurance set forth herein. Customer shall not materially alter or cancel insurance relating to GDC occupancy without notification to Alchemy of not less than thirty days.

Equipment: Customer represents and warrants that it owns or has the legal right and authority, and will continue to own or have such right and authority during the term of this Agreement, to place and use the Customer Equipment as contemplated by this Agreement. Customer further represents and warrants that its placement, arrangement, and use of the Customer Equipment in the Gigabit Data Center complies with the Customer Equipment Manufacturer's environmental and other specifications.

Customer's Business: Customer represents and warrants that Customer's services, products, materials, data, information and equipment used in connection with this Agreement and Customer's use of GDC Services (collectively, "Customer's Business") does not as of the Installation Date, and will not during the term of this Agreement operate in any manner that would violate any applicable federal, state or local law or regulation or infringe in any way upon the rights of third parties.

Breach of Warranties: In the event of any breach, or reasonably anticipated breach, of any of the foregoing warranties, in addition to any other remedies available in law or equity, Alchemy shall have the right, at Alchemy's sole discretion, to suspend any related GDC Services if deemed reasonably necessary by Alchemy to prevent any harm to its business.

The collocation space is accepted "as is" by customer. Customer acknowledges that no representation has been made by alchemy as to the fitness of the collocation space for customer's intended purpose. Except for the warranties set forth in this article, there are no warranties, whether express, implied, oral, or written, with respect to the collocation space or services covered or furnished pursuant to this agreement, including but not limited to, any implied warranty of merchantability or fitness for a particular purpose. Moreover, the remedies provided in this article are exclusive and in lieu of all other remedies.

Customer and its representatives visit the GDC at their own risk and Alchemy assumes no liability for any harm to such persons resulting from any cause other than Alchemy's negligence or willful misconduct resulting in personal injury to such visitors.

Alchemy assumes no liability for damage or loss relating to customers business. To the extent Alchemy is liable for any damage to or loss of Customer's equipment, such liability shall be limited solely to the then-current value of Customer's equipment.

The liability of Alchemy for damages arising out of the services provided herein, including, without limitation, mistakes, omissions, interruptions, delays, tortious conduct or errors, or failure to furnish space, whether caused by acts of commission or omission, shall be limited to a prorated refund of the charges paid by client for the use of the space. The receipt of such refunds shall be the sole remedy afforded to customer.

Customer is responsible for providing Alchemy with emergency contacts, including phone numbers and pager numbers. Alchemy shall use reasonable efforts to contact Customer in the event of a malfunction affecting Customer’s equipment (e.g. a power outage affecting Customer’s equipment). However, Alchemy shall not be liable for damage, which may occur as a result of an inability to make contact with Customer’s emergency representative.

Each party acknowledges that it will have access to certain confidential information of the other party concerning the other party's business, plans, customers, technology, and products, including the terms and conditions of this Agreement ("Confidential Information"). Confidential Information will include, but not be limited to, each party's proprietary software and customer information. Each party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this Agreement, nor disclose to any third party (except as required by law or to that party's attorneys, accountants and other advisors as reasonably necessary), any of the other party's Confidential Information and will take reasonable precautions to protect the confidentiality of such information.

Information will not be deemed Confidential Information hereunder if such information: (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving party; or (iv) is independently developed by the receiving party.

Customer understands and acknowledges that; due to the highly technical nature of Alchemy's business Alchemy would suffer significant financial damage from the loss of GDC or other Alchemy employees. Therefore, Customer agrees that it shall refrain, during the term of this Agreement and for a period of one year after the expiration of this Agreement, from directly or indirectly employing or seeking or attempting to employ or solicit for employment, in any capacity (whether as a full or part time employee or as a consultant or independent contractor) any person who is employed at Alchemy.

Neither Party shall be liable to the other Party under this Agreement for any failure nor delay in performance that is due to causes beyond its reasonable control, including but not limited to, acts of nature, governmental actions, fires, civil disturbances, interruptions of power, or transportation problems.

In no event shall Alchemy or any of its officers, directors, agents, contractors or employees, be liable for any loss of profit or revenue or for indirect, incidental, special, punitive or exemplary damages incurred or suffered by Customer arising from or pertaining to Customer's use or occupancy of the Collocation Space including, without limitation, damages arising from interruption of electrical power or HVAC services.

Customer shall indemnify and hold harmless Alchemy, its officers, directors, agents, contractors and employees, from and against any and all third party claims, costs, expenses or liabilities arising from or in connections with Customer's use of the GDC facility. Customer further agrees to indemnify Alchemy against Customer's acts of negligence resulting in damage to third parties.

Neither party shall be deemed in default of this Agreement to the extent that performance of their obligations or attempts to cure any breach were delayed or prevented by acts of nature, including earthquakes and floods, fire, natural disaster, accident, acts of government, labor strikes or any other cause beyond the control of such party.

This Agreement shall be governed and construed by the laws of the State of California except as they pertain to its conflict of law provisions. The courts of the State of California, County of Los Angeles shall have jurisdiction over any legal disputes relating to or in connection with this Agreement.

This Agreement constitutes the entire understanding between the parties and supercedes all other agreements, whether written or oral. This Agreement may not be modified except in a writing, which is signed, by both parties or their duly authorized representatives.

Any and all notices to be provided under this agreement shall be in writing. Notice shall be considered received, delivered and effective three (3) business days following posting when mailed, postage prepaid, by United States mail (certified or registered mail, return receipt requested), addressed to the party to be notified. If delivered in person, notice shall be considered received, delivered and effective the date so delivered. For purposes of notice, the addresses of the parties, until changed as herein provided, shall be as follows. If intended for Alchemy, shall be addressed: Alchemy Communications, Inc., 1200 West 7^th Street, Suite L1-100, Los Angeles, CA 90017, attention: Jamie Daquino; with a copy addressed to: Alchemy Communications, Inc., 1200 West 7^th Street, Suite L1-100, Los Angeles, CA 90017, attention: Zane Alsabery. If intended for Customer, shall be addressed: 6300 Canoga Ave, 15^th Floor, W.H. CA 91367 , attention: _____________________. Any party hereto, by written notice to the other party, may change the address for notices to be sent to them.

Zane Alsaberry 4/29/05 Alchemy Signature Date Zane Alsaberry Alchemy Name (printed) CEO Alchemy Title Alchemy Communications, Inc.	Nolan Quan 4/27/05 Customer Signature Date Nolan Quan Customer Name (printed) President Customer Title Accessmedia Networks, Inc. Company