INMARSAT SATELLITE RENTAL TERMS AND CONDITIONS:

USTRONICS (USTRONICS. INC) and the customer ("Customer") hereby agree to the following terms and conditions with respect to the provisions by USTRONICS to the Customer of the satellite terminal and peripheral equipment, which are identified and/or described in the Terminal Rental Agreement, attached to these terms and conditions.

AUTHORIZED SIGNATURE

1. If the Customer is an entity other than an individual, then the person signing the agreement represents and warrants that the individual has been properly authorized and empowered to enter into the agreement on behalf of the entity.

DELIVERY OF SATELLITE TERMINAL AND EQUIPMENT

2. USTRONICS will deliver the satellite terminal and equipment, at its own risk, to the address designated by the customer.

3. USTRONICS will use reasonable efforts to deliver the satellite terminal and equipment by the requested delivery date but it shall not incur any liability to the Customer in the event of any delay caused by forces and/or other circumstances beyond its control.

4. The Customer will accept the satellite terminal and equipment when delivered on or before the delivery date, and if for any reason the Customer fails to accept the package when delivered on or before such date the Customer shall nevertheless be liable for the stated rental charge in full, and for the proper and timely return of the satellite terminal and equipment to USTRONICS.

CHARGES

5. The Customer will pay the rental charge from the delivery date until the end of the rental period or the date all of the equipment specified in the rental agreement are returned to and accepted by USTRONICS, whichever is later. Satellite terminal and equipment rental charges apply to full days and fractions thereof.

6. The Customer will pay the charges for all calls made on the satellite terminal after delivery and until it is returned to and accepted by USTRONICS or by one of its representatives. USTRONICS may increase the call charges as and when it deems appropriate. However, USTRONICS will attempt to provide the Customer with reasonable notice of any impending change as soon as it becomes practically possible.

7. The Customer shall be billed at least one (1) minute of airtime for each incoming, outgoing, completed, incomplete or attempted call, in accordance with satellite billing practices or by written agreement.

8. The Customer is responsible for terminal service and airtime charges during the entire period that the satellite terminal and equipment are rented whether or not Customer personally makes the calls for which the charges are imposed.

9. USTRONICS is entitled to bill the Customer, on a delayed basis, at any time after the satellite terminal and equipment have been returned for any and all charges for which the Customer shall be responsible pursuant hereto, whether or not USTRONICS is aware of such charges at the time of the return of the equipment. All charges and other amounts billed pursuant to this agreement are payable by the Customer at the end of the agreed upon rental period as set forth in these terms and conditions, or if not computed at the end of rental period, then upon demand mailed or faxed by USTRONICS to the Customer.

10. The rental charge, the call charges and any other amounts due to USTRONICS under this agreement are payable at the end of the rental period and USTRONICS, Inc. shall be entitled to charge interest at the rate of 2% per month (or part of a month) on any overdue amounts
.

DEPOSIT


11. The Deposit shall be repaid to the Customer provided all the equipment is returned to USTRONICS and any outstanding charges are paid at the end of the rental period in accordance with these terms and conditions.

12. If the satellite terminal and equipment are not returned as stated below, then USTRONICS at its discretion may retain some or all of the deposit without prejudice to any other right or remedy it may have against the customer.

13. In the event of any loss, damage, theft or disappearance of the equipment while on rental, regardless of circumstances, the Customer shall pay to USTRONICS on demand, an amount equivalent to the value of the satellite terminal and equipment as identified in the rental agreement, less any deposit retained by USTRONICS.

USE OF EQUIPMENT

14. Upon delivery to the Customer, USTRONICS will provide instructions and guidelines on the use of the satellite terminal and equipment

15. The Customer will use the satellite terminal and equipment in a careful and proper manner, in accordance with the instructions, and in no other manner.

16. The customer agrees that he/she will not:
(a) Effect any repairs or modifications to the satellite phone or other rental equipment.
(b) Remove or interfere with any certificate on markers affixed to the satellite phone or equipment;
(c) Deface or add to the equipment in any way;
(d) Sublet or allow the use of the equipment by any third party; or
(e) Attempt to dispose of the equipment or to grant any interest in the equipment to any third party.

REPAIRS OF EQUIPMENT

17. If the equipment is not in working order when delivered or subsequently malfunctions, the Customer will notify USTRONICS or its designated representative immediately.

18. USTRONICS will repair or replace the terminal or equipment as soon as possible after it has been notified of the problem by the Customer and, provided the Customer is not in breach of the rental agreement, USTRONICS will provide the Customer with the same or similar satellite terminal or equipment as soon as possible for a period equivalent to the part of the rental period un-expired when the malfunction occurred.

19. If USTRONICS finds that equipment reported as faulty is actually in working order then the Customer will pay the cost of collection and delivery of the replacement satellite terminal and/or equipment.

LIABILITY

20.USTRONICS warrants that the satellite terminal and equipment will be in working order when delivered to the Customer but cannot be responsible for the performance of the equipment or the operation of the terminal network to which it is connected.

21. USTRONICS MAKES NO OTHER WARRANTIES, GUARANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING WITHOUT LIMITATION, THE MERCHANTABILITY, ACCURACY, RELIABITY, CONDITION OR FITNESS FOR A PARTICULAR PURPOSE OF THE EQUIPMENT OR THE SATELLITE TERMINAL SERVICES FURNISHED UNDER THIS AGREEMENT. SUBJECT TO THIS AGREEMENT (see Theft & Loss Protection) THE CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR AND SHALL INDENIFY AND HOLD USTRONICS HARMLESS AGAINST ALL CLAIMS, DEMANDS AND LIABILITY ARISING AS A RESULT OF LEASE, POSSESSION, USE, CONDITION, OPERATION OR MISUSE OF THE EQUIPMENT OR THE SATELLITE TERMINAL SERVICES PROVIDED HEREUNDER WHETHER IN BREACH OF THIS AGREEMENT OR HOWEVER IT ARISES. USTRONICS WILL IN NO EVENT BE RESPONSIBLE FOR ANY LIABILITY, CLAIM, LOSS, DAMAGE OR EXPENSE OF ANY KIND (INCLUDING LOST PROFITS) WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL CAUSED BY THE SATELLITE TERMINAL OR OTHER EQUIPMENT OR THE FAILURE OF THE EQUIPMENT TO OPERATE CORRECTLY OR AT ALL.

22. The Customer shall be liable to USTRONICS for all expenses, including reasonable attorney's fees, incurred in connection with any collection, repossession or other action brought to enforce USTRONICS right to deactivate the satellite terminal or equipment at any time and without notice to the Customer, in the event that USTRONICS rights under this agreement. USTRONICS reserves the right to deactivate the satellite terminal or equipment at any time and without notice to the customer, in the event that USTRONICS detects unusually high usage or possible fraud in accordance with general operating practices and procedures in the satellite industry, and USTRONICS shall have no liability whatsoever to the Customer for such deactivation.

OWNERSHIP

23. The rental equipment, including the transceiver and all accessories will at all times remain the property of USTRONICS. The Customer acquires no rights other than temporary use. During the rental period, no service or part replacements are authorized without written approval from USTRONICS. The Customer agrees that he/she has examined the equipment and that the equipment is in good working order at the time of receipt.

TERMINATION

24. Unless otherwise agreed with USTRONICS the Customer shall return the satellite terminal and any other rental equipment to USTRONICS at the end of the rental period in good working order and in the same condition as when it was delivered to the Customer. The Customer shall return the equipment by Federal Express or comparable overnight courier to the designated USTRONICS address and in accordance with shipping instructions provided by USTRONICS at time of delivery of the equipment. Should the Customer return the equipment using means other than those specified in the instructions provided by USTRONICS at the start of the rental, rental and other charges will continue, and the Customer will remain liable for any damage to the equipment, while the equipment is in transit. Packages returned with any components or pieces missing from the package (kit) provided will continue to be charged full rental until all such missing components or pieces are returned or replacement value of the equipment is paid.

25. Should the Customer:
(a) Obtain use of the equipment by any misrepresentation or fraudulent means, or
(b) Tamper with the satellite phone meter, or
(c) Use the equipment for any illegal or improper purpose, or
(d) Otherwise commit a breach of these terms and conditions then USTRONICS may, at its option and in addition to other remedies available hereunder at law or in equity, (i) terminate this agreement; (ii) immediately terminate all services to the Customer, and (iii) take immediate possession of the equipment without being obliged to repay any portion of the rental charges. No remedy of USTRONICS shall be exclusive of any other remedy whether provided herein or available at law or in equity, but shall be cumulative with other remedies.

26. The Customer shall pay the manufacturer's full retail price to USTRONICS for any satellite terminal or other rental equipment that is damaged or not returned at the end of the rental period

APPLICABLE LAW

27. The laws of the State of VIRGINIA shall govern this agreement.

GENERAL

28. The headings in this agreement are for convenience of reference only and shall not affect the meaning or construction of the terms and conditions contained herein.

29. No waiver by USTRONICS of any breach of this agreement shall be considered as a waiver of any subsequent breach of the same or any other provision hereof. This agreement cannot be assigned or transferred by the Customer, nor can this agreement be modified (or any provision waived or modified) except by written instrument signed by USTRONICS or its authorized agent. This agreement constitutes the entire agreement between USTRONICS and the Customer; there are no other representations, conditions, warranties, guarantees, or collateral agreements express or implied, statutory or otherwise, concerning the use or rental of the satellite terminal, accessories or other rental equipment, other than as set forth herein.

30. Early Returns - Under no circumstances will the Customer be granted credit for unused time or early return of equipment as it pertains to the effective date of rental.
38. Export Regulations - The Customer will not divert export or re-export the equipment to any country contrary to U.S. export laws.
39. Excusable Delays - If UStronics' performance of any obligation hereunder is delayed due to reasons beyond UStronics' reasonable control, the time for performance of such obligation will be postponed for a period equal to the number of days of such delay. In no event will UStronics be liable for any damages resulting from any delay in the delivery of any equipment or any delay in the performance of any maintenance.
40. Controlling Law - All questions concerning the validity, operation, interpretation and construction of this agreement will be governed by and determined in accordance with the laws of the Virginia.
41. Counterparts - This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy hereof.
42. Further Assurances - The parties agree to perform all acts and execute all supplementary instruments or documents, which may be necessary or desirable to carry out the provisions of this agreement.
If Customer fails to perform any obligation when due under this agreement, or otherwise defaults, UStronics has the right to terminate this agreement forthwith by notice to the Customer. Upon such termination, (i) the balance of the Gross Rental Amount will be due and payable immediately and, (ii) UStronics has the right, at its option, to take possession of and remove the equipment from service immediately. Any other damages or amount chargeable to the Customer shall be immediately due upon such termination. In addition to failure to perform its obligation elsewhere stated in this agreement, the following shall be defaults by the Customer:
(i.) Issuance of write, attachment, execution, or similar court process against the Customer or its property.
(ii.) Bankruptcy, or any application for reorganization protection from creditors, insolvency, appointment of a receiver or trustee whether voluntary or involuntary.
(iii.) Termination of the Customer's business.
(iv.) Change in management or ownership of the Customer.
(v.) If any representation prior to or during the term of this agreement proves to be false or misleading in any material respect.
(vi.) Any action which jeopardizes UStronics' ownership or agent/partner's ownership rights or ability to take possession of the equipment.
(vii.) Failure to pay communications service invoices on time.