Agreement.

1.20 Notwithstanding anything in this Agreement, Contractor reserves the right to perform software and equipment installations in its franchised areas itself and/or to allow others to perform such software and equipment installations.

2.0  payment

2.1  Subcontractor shall provide Contractor with all work orders, both complete
 and incomplete, along with all required documentation on a daily basis.
2.2  Subcontractor shall submit weekly invoice(s) to Contractor on tuesdays for the
 prior week (Monday through Sunday), and Contractor agrees to pay said
 invoices within seven (7) working days from the due (late of the invoice, subject
 to die terms of this Agreement.
2.3  Notwithstanding Section 2.2 above, Contractor is not required to pay invoices
 over which a good faith dispute exists until such time that said dispute is
 resolved to die mutual satisfaction of Contractor and Subcontractor.
2.4  Contractor may, prior to making any payment under this Agreement, require
 Subcontractor to furnish evidence, in a form satisfactory to Contractor, that all
 claims, liens, demands and causes of action, if any, for the payment of wages
 salaries, materials, tools, equipment, insurance or other costs associated with or
 relating to the Services provided by Subcontractor have been paid, satisfied,
 released or settled.

2.5  Subcontractor shall provide a performance bond in the amount of $500. Ten
 (10%) percent of the amount invoiced and approved for payment ,hall be
 retained by Contractor until die total amount is reached.

3.0  Subcontractor Warranties and Representations

3.1  Subcontractor acknowledges, agrees and warrants as follows:

3.1.1  Subcontractor is a self?employed, independent contractor.

3.1.2  Subcontractor is not an agent, employee or representative of Contractor.

3.1.3 No employer?employee, master?servant or other relationship exists by.and between Contractor and Subcontractor.

3.1.4 Subcontractor has the requisite background and experience to rerform all Services required under this Agreement in a manner consistent with generally accepted procedures for the cable television, telecommunication, entertainment, and computer system networking industries.

4 Inds.

Rev.09 1,101