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									                             PEERING AGREEMENT

           THIS PEERING AGREEMENT (the “Agreement”), made this _____ day of
_______________, 2_____, by and between ________________ (“Party 1”) and
_________________ (“Party 2”) collectively the “Parties” and individually the “Party”.

              WHEREAS, Party 1 and Party 2 are desirous to enter into this Agreement for the
purposes of interconnection between the Parties’ communications networks to the Internet
pursuant to the terms and conditions contained herein.

              NOW THEREFORE THIS AGREEMENT WITNESSES, that for good and
valuable consideration of the mutual covenants and agreements contained herein, the receipt and
adequacy of which is hereby acknowledged, the Company and the Author hereto covenant and
agree as follows:


1.01         Party 1 and Party 2 hereby agree to exchange communication via their respective
             networks to the Internet (the “Internet”).

1.02         For the purposes of this Agreement, Internet shall mean a global system of
             interconnected computer networks that use the standard Internet Protocol Suite
             (TCP/IP) to serve billions of users worldwide.

2.00         OPERATIONS

2.01         Party 1 and Party 2 will each use all of their reasonable best efforts to provide the
             exchange communication services (the “Services”) contemplated herein to the
             other Party.

2.01         Each Party shall bear its own expense to provide the Services to the other and shall
             do all things reasonably necessary to co-operate with the other Party so as to
             uphold and preserve the exchange of Services contemplated herein.

3.00         SUPPORT

3.01         Party 1 and Party 2 hereby agree that they shall each provide technical support to
             each of their respective customers and shall each use appropriately trained staff to
             perform and assist with the technical support offered by each of Party 1 and Party

3.02         Party 1 and Party 2 hereby agree that they shall each use all of their reasonable best
             efforts to provide the highest quality of communication exchange services to the
             other Party.
3.03   Party 1 and Party 2 hereby agree that each of them will use all of their reasonable
       best efforts and abilities to minimize the amounts of route flapping transmitted
       from each of the Parties’ respective networks to the other Party’s network.

4.00   TRAFFIC

4.01   The sole purpose of this Agreement is to provide for the exchange of traffic
       between Party 1 and Party 2 and each of their respective customers.

4.02   Traffic between any other third party networks for the exchange of Services is not
       permitted and any third party traffic shall not be governed by the terms and
       conditions of this Agreement.

5.00   TERM

5.01   The Term of this Agreement shall commence on the date of execution of this
       Agreement and shall continue to be in full force and effect for a period of
       ___________ (____) months/years (the “Term”).


6.01   This Agreement may be terminated by either Party in the event a Party breaches
       any term or condition of this Agreement. In the event of such breach, the
       breaching Party shall have ________ (___) days to correct such material breach.


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