LICENSE AND SERVICE AGREEMENT



     THIS  LICENSE  AND  SERVICE  AGREEMENT  ("Agreement"),   by  and  among  **

("LICENSOR"),  **  ("COMPANY"),  and  MIDNET  USA,  INC.,  A NEVADA  CORPORATION

("CUSTOMER") is entered into as of July 23, 2004.



                                  INTRODUCTION



     Licensor  operates  the Data  Center and has agreed to provide  the License

     Services  to  Customer  in  accordance  with  Section 2 of this  Agreement.

     Company has agreed to provide the Company  Services to Customer at the Data

     Center in accordance with Section 3 of this Agreement.  Customer has agreed

     to pay the Service Fees to Licensor  and/or  Company and to comply with the

     terms of this Agreement.  The License and Service  Provisions  Addendum and

     any other  documents  executed by Licensor  and/or  Company and Customer in

     connection  with this  Agreement,  as may be amended from time to time, are

     made part of this Agreement.  All capitalized  terms are defined in Section

     13 of this Agreement.



                                LICENSE SERVICES



     1.1 General. Licensor shall provide License Services to Customer subject to

and in accordance  with the provisions of this  Agreement.  Subject to the terms

and  conditions  of this  Agreement,  Licensor  grants  Customer  a limited  and

non-exclusive  license to use the  Customer  Area and Data Center in  accordance

with this Agreement.



     1.2 Term;  Service  Fees.  The Term of this  Agreement  with respect to any

particular License Service,  and the Service Fees for that Service,  shall be as

indicated on the applicable  License and Service  Provisions  Addendum signed by

Customer and  Licensor.  The Term for such Services may be extended as agreed to

by Licensor and Customer. If Licensor and Customer fail to execute a new License

and Service  Provisions  Addendum after the expiration of a Term, this Agreement

shall remain in effect on a  month-to-month  basis and Licensor may, in its sole

discretion,  increase the License  Service Fees or terminate this Agreement upon

ten (10) days prior written notice.



     1.3 Payment.  Licensor shall invoice all Service Fees for License  Services

monthly in advance,  and Customer  shall pay all amounts due on the first day of

each month,  or as otherwise  indicated on the invoice.  If Service Fees are not

paid within ten (10) days from the date due, (a) a late fee of five percent (5%)

of the overdue  amount shall be due and payable by Customer and (b) such overdue

amount will accrue interest from ten (10) days after the due date to the date of

payment,  at the  standard  late  interest  rate  charged by  Licensor,  and (c)

Customer shall reimburse  Licensor for all of its attorneys' fees and costs. All

payments to Licensor  are  exclusive  of all  applicable  taxes,  fees or levies

whatsoever,  now or in the future imposed on the  transaction or the delivery of

License  Services,  all of  which  Customer  shall  pay in full as  invoiced  by

Licensor.



     2.4 Payment Due Upon  Execution.  The following  sums (see Section 7 of the

Addendum)  shall be due and  payable by Customer  to  Licensor  upon  Customer's

execution of this Agreement and shall be sent with Customer's executed copies of

this Agreement to Licensor: (a) any Non-Recurring Fees set forth in Section 5 of

the Addendum;  (b) the first and last months'  Monthly License Fees as set forth

in Section 5 of the Addendum; and (c) a Security Deposit in the amount set forth

in Section 6 of the Addendum.



                                COMPANY SERVICES





     1.4 General.  Company shall provide Company Services to Customer subject to

and in accordance with the provisions of this Agreement.



     1.5 Term;  Service  Fees.  The Term of this  Agreement  with respect to any

particular Company Service,  and the Service Fees for that Service,  shall be as

indicated on the applicable  License and Service  Provisions  Addendum signed by

Customer  and  Company;  provided  that the term of this  Agreement  for Company

Services  shall not extend  beyond the Term for License  Services.  The Term for

Company  Services  may be  extended  as agreed to by Company  and  Customer.  If

Company  and  Customer  fail to execute a new  License  and  Service  Provisions

Addendum after the expiration of a Term,  this Agreement  shall remain in effect

on a month-to-month basis and Company may, in its sole discretion,  increase the

Company  Service  Fees or  terminate  this  Agreement  upon ten (10) days  prior

written notice.



     1.6 Payment.  Company shall  invoice all Service Fees for Company  Services

monthly in advance,  and Customer  shall pay all amounts due on the first day of

each month,  or as otherwise  indicated on the invoice.  If Service Fees are not

paid within ten (10) days from the date due, (a) a late fee of five percent (5%)

of the overdue  amount shall be due and payable by Customer and (b) such overdue

amount will accrue interest from ten (10) days after the due date to the date of

payment,  at the  standard  late  interest  rate  charged by  Licensor,  and (c)

Customer shall reimburse  Company for all of its attorneys' fees and costs.  All

payments  to Company  are  exclusive  of all  applicable  taxes,  fees or levies

whatsoever,  now or in the future imposed on the  transaction or the delivery of

Company Services all of which Customer shall pay in full as invoiced by Company.



     3.4 Payment Due Upon  Execution.  The following  sums (see Section 9 of the

Addendum)  shall be due and  payable  by  Customer  to Company  upon  Customer's

execution of this Agreement and shall be sent with Customer's executed copies of

this Agreement to Licensor: (a) any Non-Recurring Charges set forth in Section 8

of the Addendum and (b) the first month's Monthly Recurring Charges as set forth

in Section 8 of the Addendum.



                               CUSTOMER EQUIPMENT



     1.7 Installation. After obtaining authorization from Licensor, Customer may

install  Customer  Equipment,  in the Customer  Area  specified  for Customer as

provided  in  the  License  and  Service  Provisions  Addendum  or as  otherwise

specified by Licensor.  Customer agrees to provide Licensor,  from time to time,

with a list of Customer Equipment and its estimated market value, and to install

and operate the  Customer  Equipment,  including  interconnections,  cabling and

conduit,  only in the  locations  and as otherwise  specified on the  applicable

License and Service Provisions Addendum and in accordance with this Agreement.





**  The  confidential  portion  has  been  omitted  pursuant  to a  request  for

confidential treatment.  The confidential portion has been filed separately with

the Securities and Exchange Commission.

<PAGE>

     1.8 Access and Use. The Customer  Area shall only be accessed in accordance

with Licensor's security and access policies and rules.  Licensor shall have the

right, but not the obligation,  to restrict access to those  representatives  of

Customer  who are  specified  in writing  by  Customer.  Customer  shall have no

license to access, use, operate or store Customer Equipment (including,  without

limitation,  conduits and cabling) in any location  other than the Customer Area

as specified  in the License and Service  Provisions  Addendum,  or as otherwise

approved by  Licensor.  Licensor  and Company  shall have access to the Customer

Area in order to perform Services,  maintenance or repairs, to make alterations,

and to show and  inspect  the  Customer  Area.  Licensor  may  modify or suspend

License  Services as necessary to comply with any law or  regulation or Licensor

policy,  as  reasonably  determined  by  Licensor.  Customer  shall  comply with

Licensor's rules and regulations,  including security and access policies,  with

respect to the Data Center. Customer may use the Customer Area only for purposes

of storing  maintaining and operating  Customer Equipment in a manner consistent

with the business and operations of the Data Center,  Customer shall not use the

Customer Area for general office use or for any other purpose.  Customer  agrees

not to interfere with the use of the Data Center by other customers,  licensees,

occupants and tenants. If Customer or the Customer Equipment interferes with the

operations  of the  Data  Center  or with any  operations  or  equipment  of any

customer,  licensee,  occupant  or tenant  of the Data  Center,  Customer  shall

immediately eliminate all such interference.  No work or alterations to the Data

Center shall be performed by or on behalf of Customer unless approved in writing

and in advance by Licensor, and Customer shall not cause any liens to be imposed

upon the Data Center.  If Customer desires to interconnect with other customers,

licensees  or tenants in the Data Center  and/or  Building,  Customer  agrees to

facilitate all of its interconnections and cross-connections via the MUX and MDF

Rooms  offered by Company.  Customer  acknowledges  that  neither  Licensor  nor

Company have made any representations or warranties regarding Customer's ability

to interconnect  with other  customers,  licensees or tenants in the Data Center

and/or  Building.  Customer's  inability to interconnect  with other  customers,

licensees  or  tenants  in the Data  Center  and/or  Building  shall not  affect

Customer's obligations under this Agreement.



     1.9 Removal of Customer Equipment. If Customer wants to remove any Customer

Equipment  during the Term of this  Agreement,  Customer shall provide  Licensor

with a  written  description  of the  Customer  Equipment  to be  removed.  Upon

request,  Customer shall pay all Service Fees and other sums payable to Licensor

prior to removal of substantially all of the Customer Equipment.



     1.10  Relocation of Customer  Equipment.  In the event Licensor  determines

that  it is  necessary  to  relocate  Customer  Equipment,  Licensor  shall  use

commercially reasonable efforts to minimize the interference with Customer's use

of the  Services,  and Customer  shall  cooperate in good faith with Licensor to

facilitate such relocation. Licensor shall be responsible for any costs incurred

by Licensor in connection with any such  relocation,  and for the cost of direct

labor  incurred  by  Customer  within the Data  Center in  connection  with such

relocation  (but not other costs  incurred  by  Customer).  Notwithstanding  the

foregoing,  if such relocation is due to  interference of Customer  Equipment or

otherwise  required  because of Customer,  Customer shall be responsible for the

costs of such relocation,  including all costs incurred by Licensor, Company and

Customer.



     1.11 Security.  Licensor has rules and policies  governing  security,  with

which  Customer  agrees to comply;  however,  Licensor  does not  guarantee  the

security of Customer  Equipment or the Customer Area,  and Customer  agrees that

Licensor will not be liable for any  inability,  failure or mistake in doing so.

Customer  shall  provide to the Data Center  manager any keys or any other means

necessary to access such Customer Equipment during emergencies.



     1.12  Removal of Cabling.  Customer  shall,  at its sole cost and  expense,

promptly (and otherwise  within five (5) business days after demand by Licensor,

which  demand  may be made from time to time and at any time)  remove any unused

and/or  dead cables of Customer in the  Customer  Area,  Data Center  and/or any

other portion of the Building (without  providing Customer the right to have any

cabling  except to the extent set forth in the License  and  Service  Provisions

Addendum),  and immediately  repair all damage  resulting from such removal.  If

Customer  fails to comply with the  foregoing  terms of this Section  4.6,  then

Licensor may, upon  forty-eight  (48) hours written  notice to Customer,  remove

such unused and/or dead cables (whether existing or future), and/or repair those

portions  of the  Customer  Area,  Data Center  and/or any other  portion of the

Building  damaged by the  removal  (whether  the removal was done by Licensor or

Customer),  and Customer  shall,  immediately  upon demand by  Licensor,  pay to

Licensor all costs and expenses  incurred in  connection  therewith,  including,

without  limitation,  Licensor's  administrative fee of fifteen percent (15%) of

the cost of the work in question.



                           CUSTOMER OBLIGATIONS



     1.13  Representations  and Warranties of Customer.  Customer represents and

warrants (to Licensor and Company)  that at all times (i) Customer has the legal

right and authority,  and will maintain the legal right and authority during the

Term  of  this  Agreement,   to  install  and  use  the  Customer  Equipment  as

contemplated  under this Agreement;  and (ii) the performance of its obligations

under this Agreement and use of Services and Customer Equipment will not violate

applicable manufacturer's specifications, or any applicable laws or regulations,

or rules,  regulations  or policies of  Licensor  or  Company,  or  unreasonably

interfere with other Licensor and/or Company customers' use of Services, or with

the use of Services of the Data Center by any customers,  licensees,  tenants or

other occupants of the Data Center,  (iii) the person or persons  executing this

Agreement on behalf of Customer is or are authorized to do so.



     1.14  Damage/Repair.   If  Customer  or  any  of  its  agents,   assignees,

sublicensees,   representatives,   employees,  contractors,   subcontractors  or

invitees  damages  any  portion  of the  Data  Center  or any  equipment  of any

customer,  licensee,  occupant or tenant, Licensor and/or Company shall have the

right and may, in its sole  discretion,  repair such damage and  Customer  shall

immediately  reimburse Licensor and/or Company,  as applicable for all costs and

expenses incurred in such repair.



                                    INSURANCE



     1.15  Customer  Minimum  Insurance  Levels.   Customer  will  maintain  the

following  insurance  during  the  Term:  (i)  comprehensive  general  liability

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