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AGREEMENT

This Agreement has been made this _______ day of __________, between
_______________________________________, Hereby referred to as Property
“Owner” and Wasichaq, LLC, referred to as “AGENT”), or jointly referred to as
the “Parties” herein.

In consideration of the promises and covenants herein, OWNER and AGENT


agree as follows:

RELATIONSHIP

AGENT is a Telecommunications Managerial Service and Real Estate that that


has agreements with multiple providers to act as an Agent on their behalf.

Property owner and AGENT hereby entered into this non-exclusive Agent
Agreement for the purpose of establishing a partnership whereby AGENT will
act as a telecommunications managerial service.

The tenant base the property owner(s) develops, which will utilize
Wasichaq’s managerial services are hereby defined as customers and
constitute proprietary information owned by AGENT.

DUTIES AND RESPONSIBILITIES OF AGENT

Manage telecommunication services at retail prices for local, internet and


long distance services as stated in Exhibit A attached hereto, unless such
prices are otherwise stated in this Agreement or agreed upon in writing.
High-speed Internet will include customization based upon number of
tenants, speed, and equipment. Provide support services to assist with
information exchange, customer complaints, billing/payment, collections and
other disputes, monitoring the quality of service and customer satisfaction,
and customer execution of necessary credit and service contracts. Provide
tenants with consistent quality telecommunication Services, including but
not limited to: invoicing; call detail; management reports; collections;
technical, and all other support services necessary to ensure the satisfaction
of the customer.

Wasichaq shall have the right to verify the credit worthiness of any
prospective tenant and adjust deposits, require payment in advance or deny
service where the financial responsibility cannot be established to
Wasichaq’s satisfaction. Establish a debit or credit account for each
customer.

Pay Property owner(s) designated commissions within 30 days following the


end of each monthly billing cycle on actual payments received from all

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customers pertaining to Internet, local and long distance services obtained
by AGENT, and within 15 days of the receipt of funds. Will also provide
invoice paying property owner ____% of Wasichaq net income pertaining to
property.

WASICHAQ/PROPERTY OWNER (S)______________________________________________


Wasichaq reserves the right to retain 5% of OWNERS commission which
shall be refunded within 30 days held. Such commissions are held by
telecommunications partners due to outages, system failures and/or acts of
God.

DUTIES AND RESPONSIBILITIES OF Property Owner(s)

Provide AGENT with information on intent to sell involving property and new
property owner(s) contact information and/or existing property manager
information.

Property owner(s) accept that if no notice is giving to terminate this contract


is renewed on stated date for additional agreed time of 1 year.

Inform AGENT of any address changes and/or account information for the
purpose of commission deposits agreed upon by both properties.

Employ AGENT to make any changes to existing telecommunication


infrastructure of contracted property/properties or inform agent of scheduled
construction improvements.

To have tenants sign lease addendum and provide AGENT a copy with the
lease.
AGENT has right to access property with 24-hour notice.

INITIAL TERM, EXTENDED TERM, TERMINATION, AND AMENDMENT

The initial term of this Agreement shall be one (1) year from the execution
date of this Agreement and will renew automatically for successive one (1)
year terms unless either Party provides written notice to the other of intent
to terminate at least ninety (90) days prior to the expiration of the current
term of this Agreement or the provisions as stated are instituted. Renewals
shall become applicable.

In the event this Agreement is terminated, Wasichaq will continue to provide


services to the existing property owners tenant(s) as to maintain consistent
service per FCC rules and regulations until such time that the tenant cease to
require the services without property owner consideration.

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Property owner(s) or its successors or assign(s) shall be entitled to receive
continued compensation from Wasichaq on all accounts after termination of
this Agreement providing that property owner(s) is not a defaulting Party and
continues to provide support services as outlined herein.

In the event of default as defined in this agreement the non-defaulting Party


may terminate this Agreement by written notice as set forth in this
agreement.
The Agreement shall not be modified nor amended except by written
agreement executed by both Parties.

WASICHAQ/PROPERTY OWNER (S)______________________________________________

DEFAULT

The following conditions constitute default:

Breaches or failure by either Party in the full and complete performance or


any term, covenant, or agreement herein which continues unremedied or
uncorrected for a period of sixty (60) days after written notice is received by
the defaulting Party.

If any custom, practice, government rule, regulation, ordinance, force


Majeure or otherwise prevents either Party from fulfilling their commitments
hereunder.

Repeated breach of this Agreement or the obligations hereunder


notwithstanding that the same have been cured or corrected within the time
specified for correction.

INDEPENDENT CONTRACTORS

The parties agree that they are independent contractors in the performance
of this Agreement as stated herein, with each Party maintaining its own
distinct and separate legal existence. Neither Parties employees nor agents
shall be deemed to be an agent, or an employee of the other and each
reserve the right to assign.

INDEMNIFICATION

Each Party hereby indemnifies and holds the other harmless from any and all
claims, demands, loses, damages and expenses, including attorney’s fees, in
any manner whatsoever caused by or arising from or connected with each
other, its agents or employees, and the performance of their duties under

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this Agreement, including but not limited to personal injury, death and
damage sustained, or claimed to have been sustained, by any person or
persons an due, or claimed to be due, in whole or in part, to any act,
omission or negligence of either Party or it’s agents or employees.

COMPLIANCE WITH APPLICABLE LAWS

The Parties agree to comply with all applicable laws, rules and regulations
now or hereafter in effect relating to the performance of their duties under
this Agreement.

ASSIGNMENT

This Agreement may not be assigned success fee if sold to new owner either
in whole or in part, without the written consent of either Party. This
Agreement shall be binding upon and inure to the benefit of the Parties
hereto and their permitted successors and assigns.

WASICHAQ/PROPERTY OWNER (S)______________________________________________

FORCE MAJEURE

If either Parties performance under this Agreement, or any obligation


hereunder is prevented, restricted, or interfered with by any cause or causes
beyond its reasonable control, including but not limited to acts of God, war,
civil violence, riot, acts of piracy or sabotage, fire, explosion, destruction of
installations, strike, lockout, or work stoppage, and acts of authority, whether
lawful or unlawful, and excluding authorizations, licenses, permits, or
approvals necessary for performance herein, agent shall be excused from its
performance of obligations on a day-to-day basis until such impediment
ceases to exist. Each Party shall use good faith efforts to avoid or remove
such causes of its nonperformance and both Parties shall proceed to perform
with dispatch whenever such causes are removed or ceased.

NOTICES

Any notice required or permitted hereunder shall be in writing and shall be


deemed to have been given upon hand delivery, or on the fifth day following
delivery to the United States Postal Service as certified mail, return receipt
requested, and postage prepaid, or on the first day following delivery to a
local overnight courier service, fee prepaid, and return receipt or other
confirmation of delivery requested. Any such notice shall be delivered to the
parties at their respective addresses as set forth in this agreement or in

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writing by the Parties.

Wasichaq, LLC
P.O. Box 917
Boulder, Co 80306-0917

________________________________
________________________________
________________________________
________________________________

GOVERNING LAW

This Agreement shall be governed in all respects and aspects by the laws of
the State of Colorado. The Parties hereby agree that prior to any legal action
concerning this Agreement is brought in a court of competent jurisdiction;
both Parties will enter into mediation proceedings in a good faith effort to
resolve the dispute.

REPRESENTATIONS AND COVENANTS

If any part of this Agreement is determined to be invalid or unenforceable,


the remainder of the Agreement shall continue in full force. Owner
represents they are the legal property owner of said property/properties.

WASICHAQ/PROPERTY OWNER (S)______________________________________________

No failure of either Party to exercise any power given to it hereunder, or to


insist on strict compliance with any obligation or condition hereunder, and no
custom or practice of the Parties at variance with the terms hereof shall
constitute a waiver of the right to demand exact compliance with the terms
hereof.

Both Parties acknowledge that they are not under any disability by reason or
custom or practice, contract, agreement, government rule, regulation,
ordinance or otherwise, which will adversely effect or prevent them from
fulfilling the representations and covenants herein. This Agreement and the
exhibits attached hereto and incorporated herein, contains the entire
Agreement of the Parties and supersedes any prior agreements between the
Parties.

The paragraph headings throughout this Agreement are for convenience and
reference only, and the words contained therein shall not be held to expand,

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modify, amplify, or aid in the interpretation, construction, or meaning of this
Agreement.

Neither Property owner(s) nor AGENT shall be authorized to accept legal


process for or on behalf of the other.

No representations, promises, guarantee, or warranty was made to induce


the execution hereof or in connection herewith which is not expressly
contained in the Agreement. By the execution and acceptance of this
Agreement the Parties acknowledge that they have read and understood
each provision hereof. This Agreement shall be construed fairly and
reasonably, and not more strictly against one Party than against the other
Party.

This Agreement has been executed in two (2) counterparts, each of which
shall be deemed an original. One counterpart has been retained by Wasichaq
and one by property owner(s).

IN WITNESS WHEREOF, Wasichaq and Property owner(s) have duly executed


this Agreement the ______ day of April 2002, by their authorized legal
representatives, in the presence of the undersigned witnesses.

Additions

Wasichaq will give out Referral and success fee incentives

Wasichaq

By: ______________________________ By: ________________________________

Print Name: _______________________ Print Name: _________________________

Tile: _____________________________ Title: _______________________________