Master Access Agreements

VITALSTREAM MASTER ACCESS AGREEMENT

        This Master Access Agreement is made and effective as of January 1st, 2003, by and between Netifice Communications, Inc., a Delaware corporation (hereinafter referred to as "Netifice"), and VitalStream Broadcasting Corporation, a Nevada corporation ("VitalStream").

        WHEREAS, Netifice provides Internet access, hosting and co-location services and related services; and

        WHEREAS, VitalStream also provides Internet access, hosting and co-location services and related services;

        WHEREAS, Epoch Networks, Inc., Epoch Hosting, Inc. (together ("Epoch")) and VitalStream have entered into an Asset Purchase Agreement pursuant to which VitalStream has acquired Epoch's hosting and co-location business ("Asset Purchase Agreement") and Epoch, Netifice and VitalStream have entered into a Migration Agreement (the "Migration Agreement") pursuant to which VitalStream will migrate the hosting and co-location customers acquired from Epoch out of Netifice's Costa Mesa, California data center (the "Costa Mesa Facility"); and

        WHEREAS, Netifice desires to provide to VitalStream and VitalStream desires to purchase from Netifice certain Internet access services, which Internet access services may be referred to herein as the "Service";

        NOW, THEREFORE, in consideration of the facts set forth above it is hereby agreed as follows:

        1.    VitalStream's Bandwidth Commitment.     






        1.a.    Bandwidth Commitment.     On the terms and conditions set forth herein, Netifice shall make available to VitalStream, and VitalStream shall purchase from Netifice, Internet access equal to an aggregate of *** Mbps of bandwidth during the first three months of this Agreement and *** Mbps of bandwidth for the following nine months of this Agreement ("VitalStream's Bandwidth Commitment"). Any bandwidth used by VitalStream at (i) its Los Angeles Data Center (which VitalStream purchased from Epoch), or (ii) Netifice's Costa Mesa Facility (pursuant to the Migration Agreement) shall count toward VitalStream's Bandwidth Commitment.




*** [Pricing and volume information in the preceding paragraph has been omitted pursuant to Rule 24b-2, has been filed separately with the Securities and Exchange Commission and is subject to a confidential treatment request.]




        1.b    Pricing.     During the first three months of the one-year period covered by VitalStream's Bandwidth Commitment (such one-year period shall be referred to herein as the "Commitment Term"), Netifice shall charge *** per Mbps per month for Internet access, for an aggregate of *** per month. During the second three months of the Commitment Term, Netifice shall charge *** per Mbps per month for Internet access, for an aggregate of *** per month. During the final six months of the Commitment Term, Netifice shall charge *** per Mbps per month for Internet access, for an aggregate of *** per month. The payments and pricing described in this Section 1.b shall not only apply to bandwidth used by VitalStream at its Los Angeles Data Center but also for any bandwidth used by VitalStream at Netifice's Costa Mesa Facility pursuant to the Migration Agreement.




*** [Pricing and volume information in the preceding paragraph has been omitted pursuant to Rule 24b-2, has been filed separately with the Securities and Exchange Commission and is subject to a confidential treatment request.]

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        1.c.    Los Angeles Facilities.     VitalStream shall make adequate rack space and power available in VitalStream's Los Angeles Data Center for Netifice's equipment used in the provision of the Internet access services under this Agreement pursuant to the Co-Location Agreement between Netifice and VitalStream. VitalStream shall also be responsible for the cost of the cross-connection in VitalStream's Los Angeles Data Center to Netifice's equipment, for which Netifice shall charge $200 (one time only).




        2.    Additional Bandwidth.     






        2.a.    Purchase of Additional Bandwidth.     VitalStream may at its option purchase additional bandwidth at VitalStream's Los Angeles Data Center in an additional amount not to exceed ***Mbps. Netifice shall charge and VitalStream shall pay *** per Mbps per month for all such additional bandwidth required during the Commitment Term in addition to payment for VitalStream's Bandwidth Commitment.




*** [Pricing and volume information in the preceding paragraph has been omitted pursuant to Rule 24b-2, has been filed separately with the Securities and Exchange Commission and is subject to a confidential treatment request.]




        2.b.    Measurement of Additional Bandwidth.     In determining whether VitalStream has exceeded VitalStream's Bandwidth Commitment for purposes of applying the charge for additional bandwidth, the bandwidth rate shall be measured each month at preset, discrete time intervals as reasonably determined by Netifice. The top five percent (5%) of the samples so collected shall be disregarded. The highest rate measured (rounded up to the next whole Mbps) after disregarding the top five percent (5%), minus VitalStream's Bandwidth Commitment, shall be multiplied by ***, to determine the additional bandwidth charge for the usage for the billing period. If the result of such calculation is zero or less, there shall be no charge for additional bandwidth. Bandwidth shall be shaped at 250Mbps at VitalStream's Los Angeles Data Center and 100 Mbps at the Costa Mesa Facility. Daily usage may be tracked via http://usage.Netifice.net.




*** [Pricing and volume information in the preceding paragraph has been omitted pursuant to Rule 24b-2, has been filed separately with the Securities and Exchange Commission and is subject to a confidential treatment request.]




        3.    Additional Connections.     VitalStream may place additional orders for Internet access service at other locations where Netifice maintains facilities, which service orders shall become a part of this Agreement. Bandwidth and other charges related to such service shall be at $125 per Mbps per month during the Commitment Term. Netifice shall provision and manage the local loops required for such additional connects. Netifice shall invoice VitalStream for the costs of such local loops, including an amount for taxes and Netifice's administrative charge, and VitalStream shall be responsible for the payment of such costs, including any termination charges, for the full term of such local loops.




        4.    Most Favored Customer Terms.     






        4.a.  Notwithstanding anything to the contrary in this Agreement, and provided that VitalStream is in compliance with all of the terms and conditions of this Agreement and is meeting its payment obligations, the Service shall contain prices and terms on a "most favored customer" basis ("MFC Terms"). MFC Terms are the most competitive rates and terms given by Netifice to a customer for comparable services, taking into account all relevant factors, including creditworthiness, volume, whether the customer is an end user or reseller of the service and the length of the commitment. In the event that Netifice extends any prices or terms to any of its customers after the date of this Agreement that are any more favorable