EX-5
<FILENAME>
HostPC Contract

Exhibit 5
[HostPC Contract]

Terms, Conditions and Acceptable Use Policy.

HostPC Internet Services (herein referred to as "HostPC") provides
Internet World Wide Web page hosting and e-mail services. HostPC has
certain legal and ethical responsibilities regarding the use of its
computer network and equipment involved in these services. HostPC's
general policy is to act as a neutral provider of access to the global
Internet. HostPC has specific ethical concerns regarding the use of
its computers detailed below. HostPC reserves the right to suspend or
cancel a customer's access to any or all services provided by HostPC
should HostPC deem that the account has been inappropriately used,
even for events that are not specifically outlined in this document.


Specific Acceptable Use Policies

Unauthorized use of other people's accounts or computers
HostPC will strongly react to any use or attempted use of an Internet
account or computer without the owner's authorization. Such attempts
include "social engineering" (tricking other people into releasing their
passwords), password cracking, security hole scanning etc. Any
unauthorizeduse of accounts or computers by a HostPC customer, whether
or not the attacked account or computer belongs to HostPC, will result
in actionagainst the attacker. Possible actions include warnings,
account suspensionor cancellation, and civil or criminal legal action,
according to the seriousness of the attack. Commercial Advertisements
Within E-mail andSpamware Unsolicited commercial advertisements are not
allowed in e-mail,and will likely result in account suspension or
cancellation. Commercialadvertisements are unwelcome in most Usenet
discussion groups and on moste-mail mailing lists. Inappropriate
posting may result in account suspensionor cancellation. See the
newsgroup or mailing list's charter for whetheradvertising is allowed
or not. "Spamming," or sending a message to manydifferent off-topic
newsgroups, is particularly unethical and will be treated as such.
Sending a message, especially an advertisement, to morethan five or
six recipients, is by itself spamming unless the individualshave
specifically requested to be added to a mailing list on that topic.
E-mail is a person-to-person medium, not a broadcast medium. Sites that
provide software or services to acquire e-mail addresses by any means
otherthan confirmed opt-in methods, e.g., harvesting addresses from web
pages,newsgroup articles, and online directories, or mining addresses
using "dictionary attacks" or automated processes for the purpose of
deriving e-mail addresses without the knowledge and consent of the
owners of thosee-mail addresses will be terminated without issuing a
refund.


Acceptable Resource Usage
General
HostPC makes every reasonable attempt to provide an environment suitable
for useby its customers for the purpose of an on-line presence, including
sufficient bandwidth and CPU resources. Bandwidth and CPU resources are
on an open and "firstcome first serve" basis whereby bandwidth and CPU
resources are allocated in orderof who requests them first. In this
environment, it is possible for a user to consume more than their share
of CPU resources and/or bandwidth and therefore impede the performance of
the network and servers as a whole, adversely limiting the resources
available to other users. HostPC closely monitors the performance ofits
systems and network. If at any time HostPC deems that a user is imposing
an unreasonable load on a server or the network (such as an inordinate
number of CGI processes), HostPC may, at its sole discretion, take any
action it deems necessaryto correct the problem and free up resources for
other users, includingbut not limited to killing processes or shutting
down service for an offending user without notice.

Lawful Purpose
HostPC reserves the right to refuse service to anyone. Customers may only
use HostPC'sserver for lawful purpose. Transmission of any material in
violation of any Federal, State or Local regulation is prohibited. This
includes, but is not limited to copyrighted material, material legally
judged to be threatening or obscene, material protected by trade secrets,
child pornography and satanic materials. HostPC expressly forbids anyone
from using HostPC's servers for the propagation, distribution, housing,
processing, storing, or otherwise handling in any way the above, or any
other materialwhich we deem to be objectionable. The designation of any
materials as such described above is left entirely to the discretion of
HostPC's management. HostPC's services areintended for the end user only.
Customers cannot sublease, subhost, or give away control of any portion
of HostPC's resources. Doing so could result in immediate account
cancellation. Your password is considered private and is not to be given
out to any third party outside your organization.

Payment Policies
All accounts are set up on a pre-pay basis. All pricing is guaranteed for
the term of pre-payment. HostPC reserves the right to change prices at any
time. Payment is due each anniversary month or period following the date
the account was established. Any account not brought current within a week
of e-mail notice or exceeding this time framein any way is subject to
suspension. The customer is responsible for all money owed onthe account
from the time it was established to the time that the customer notifies
HostPC in writing for a request for termination of services. Checks
returned unpaid (NSF) will be assessed a $20 charge. All payment is in U.S.
currency. We offer a 30 day Money Back Guarantee. After 15 days we pro-rate
from the day you cancel to end of month and refund the difference for
services days not used.

Cancellation
Customers can cancel service any time. If the customers account comes with
our 30 day money-back guarantee, we will refund the full purchase amount
plus any setup fees. Due to security concerns, all account cancellations
must be done in writing via US mail or fax with a valid signature of the
primary contact of the account, account name, reason for cancellation. If
payment was made by check or bank transfer, the zip/postal code of the
primary contact.

Indemnification
Customer agrees that it shall defend, indemnify, save and hold HostPC
harmless from any and all demands, liabilities, losses, costs and claims,
including reasonable attorney's fees asserted against HostPC, its agents,
its customers, officers and employees, that may arise or result from any
service provided or performed or agreed to be performed or any product
sold by customer, its agents, employees or assigns. Customer agrees to
defend, indemnify and hold harmless HostPC against liabilities arising
out of; (1) any injury to person or property caused by any products sold or
 otherwise distributed in connection with HostPC's server; (2) any material
supplied by customer infringing or allegedly infringing on the proprietary
rights of a third party; (3) copyright infringement and (4) any defective
products sold to customer from HostPC's server.

Disclaimer
HostPC will not be responsible for any damages your business may suffer for
any reason,including negligence on our part. This includes loss of data
resulting from delays, non-deliveries, wrong delivery, and any and all
service interruptions caused by HostPC and its employees. HostPC makes no
warranties of any kind, expressed or implied about the services we provide.
HostPC specifically disclaims all warranties of merchantability and fitness
for a particular purpose.

Registration Agreement (for domain registration)
1. AGREEMENT. In this Service Agreement ("Agreement") "you" and "your"
refer to each customer, "we", us" and "our" refer to HostPC and "Services"
refers to the services provided by us as offered through HostPC or our
associates, the Registration Service Provider ("RSP"). This Agreement
explains our obligations to you, and explains your obligations to us for
various Services. By selecting our Services you have agreed to establish
an account with us for such Services. When you use your account or permit
someone else to use it to purchase or otherwise acquire access to
additional Services or to cancel your Services (even if we were not
notified of such authorization), this Agreement covers such service or
actions. By using the Services under this Agreement, you acknowledge that
you have read and agree to be bound by all terms and conditions of this
Agreement and any pertinent rules or policies that are or may be published
by us.

2. SELECTION OF A DOMAIN NAME. We cannot and do not check to see whether
the domain name you select, or the use you make of the domain name,
infringes legal rights of others. We urge you to investigate to see
whether the domain name you select or its use infringes legal rights of
others, and in particular we suggest you seek advice of competent counsel.
You may wish to consider seeking one or more trademark registrations in
connection with your domain name. You should be aware that there is the
possibility we might be ordered by a court to cancel, modify, or transfer
your domain name. You should be aware that if we are sued or threatened
with lawsuit in connection with your domain name, we may turn to you to
hold us harmless and indemnify us.

3. FEES, PAYMENT AND TERM. As consideration for the services you have
selected, you agree to pay us the applicable service(s) fees. All fees
payable hereunder are non-refundable unless we provide otherwise. As
further consideration for the Services, you agree to: (1) provide certain
current, complete and accurate information about you as required by the
registration process and (2) maintain and update this information as
needed to keep it current, complete and accurate. All such information
shall be referred to as account information ("Account Information"). You
hereby grant us the right to disclose to third parties such Account
Information. The Registrant, by completing and submitting the Domain
Name Registration Agreement ("Registration Agreement"), represents that
the statements in its application are true and that the registration of
the selected Domain Name, so far as the Registrant is aware, does not
interfere with or infringe upon the rights of any third party. The
Registrant also represents that the Domain Name is not being registered
for any unlawful purpose.

4. MODIFICATIONS TO AGREEMENT. You agree, during the period of this
Agreement, that we may: (1) revise the terms and conditions of this
Agreement; and (2) change the services provided under this Agreement.
Any such revision or change will be binding and effective immediately on
posting of the revised Agreement or change to the service(s) on our web
site, or on notification to you by e-mail or regular mail as per the
Notices section of this agreement, Section 20. You agree to review our
web site, including the Agreement, periodically to be aware of any such
revisions. If you do not agree with any revision to the Agreement, you
may terminate this Agreement at any time by providing us with notice by
e-mail or regular mail as per the Notices section of this agreement,
Section 20. Notice of your termination will be effective on receipt and
processing by us. You agree that, by continuing to use the Services
following notice of any revision to this Agreement or change in
service(s), you abide by any such revisions or changes. You further
agree to abide by the ICANN Uniform Dispute Resolution Policy ("Dispute
Policy")as amended from time to time. You agree that, by maintaining
the reservation or registration of your domain name after modifications
to the Dispute Policy become effective, you have agreed to these
modifications. You acknowledge that if you do not agree to any such
modifications, you may request that your domain name be deleted from
the domain name database.

5. MODIFICATIONS TO YOUR ACCOUNT. In order to change any of your
account information with us, you must use your Account Identifier
and Password that you selected when you opened your account with us.
Please safeguard your Account Identifier and Password from any
unauthorized use. In no event will we be liable for the unauthorized
use or misuse of your Account Identifier or Password.

6. DOMAIN NAME DISPUTE POLICY. If you reserved or registered a domain
name through us, or transferred a domain name to us from another
registrar, you agree to be bound the Dispute Policy which is
incorporated herein and made a part of this Agreement by reference.

7. DOMAIN NAME DISPUTES. You agree that, if the registration or
reservation of your domain name is challenged by a third party, you
will be subject to the provisions specified in the Dispute Policy in
effect at the time of the dispute. You agree that in the event a domain
name dispute arises with any third party, you will indemnify and hold
us harmless pursuant to the terms and conditions contained in the
Dispute Policy. For any dispute, you agree to submit to the
jurisdiction of the courts of your domicile, the courts of the
geographic location indicated by your WHOIS information for your domain
name, and the courts of New York.

8. AGENTS. You agree that, if an agent for you (i.e., an Internet
Service Provider, employee, etc.) purchased our Services on your behalf,
you are nonetheless bound as a principal by all terms and conditions
herein, including the Dispute Policy.

9. ANNOUNCEMENTS. We reserve the right to distribute information to you
that is pertinent to the quality or operation of our services and those
of our service partners. These announcements will be predominately
informative in nature and may include notices describing changes,
upgrades, new products or other information to add security or to
enhance your identity on the Internet.

10. LIMITATION OF LIABILITY. You agree that our entire liability, and
your exclusive remedy, with respect to any Service(s) provided under
this Agreement and any breach of this Agreement is solely limited to the
amount you paid for such Service(s). We and our contractors shall not be
liable for any direct, indirect, incidental, special or consequential
damages resulting from the use or inability to use any of the Services or
for the cost of procurement of substitute services. Because some states
do not allow the exclusion or limitation of liability for consequential
or incidental damages, in such states, our liability is limited to the
extent permitted by law. We disclaim any and all loss or liability
resulting from, but not limited to: (1) loss or liability resulting from
access delays or access interruptions; (2) loss or liability resulting
from data non-delivery or data mis-delivery; (3) loss or liability
resulting from acts of God; (4) loss or liability resulting from the
unauthorized use or misuse of your Account Identifier or Password; (5)
loss or liability resulting from errors, omissions,or misstatements in
any and all information or service(s) provided under this Agreement; (6)
loss or liability resulting from the development or interruption of your
Web site or email service. The registrant agrees that we will not be
liable for any loss of registration and use of registrant's domain name,
or for interruption of business, or any indirect, special, incidental,
or consequential damages of any kind (including lost profits) regardless
of the form of action whether in contract, tort (including negligence),
or otherwise, even if we have been advised of the possibility of such
damages. In no event shall our maximum liability exceed five hundred
($500.00) dollars.

11. INDEMNITY. You agree to release, indemnify, and hold us, our
contractors, agents, employees, officers, directors and affiliates
harmless from all liabilities, claims and expenses, including attorney's
fees, of third parties relating to or arising underthis Agreement, the
Services provided hereunder or your use of the Services, including
without limitation infringement by you, or someone else using the E-mail
Service with your computer, of any intellectual property or other
proprietary right of any person or entity, or from the violation of any
of our operating rules or policyrelating to the service(s) provided. You
also agree to release, indemnify and hold usharmless pursuant to the
terms and conditions contained in the Dispute Policy. When we are
threatened with suit by a third party, we may seek written assurances
from you concerning your promise to indemnify us; your failure to
provide those assurances may be considered by us to be a breach of your
Agreement and may result in deactivation of your domain name.

12. BREACH. You agree that failure to abide by any provision of this
Agreement, any operating rule or policy or the Dispute Policy provided
by us, may be considered by us to be a material breach and that we may
provide a written notice, describing the breach, to you. If within
thirty (30) calendar days of the date ofsuch notice, you fail to provide
evidence, which is reasonably satisfactory to us,that you have not
breached your obligations under the Agreement, then we may delete the
registration or reservation of your domain name or terminate your e-mail
account without further notice. Any such breach by you shall not be
deemed to be excused simply because we did not act earlier in response
to that, or any other breach by you.

13. NO GUARANTY. You agree that, by registration or reservation of your
chosen domain name, such registration or reservation does not confer
immunity from objection to either the registration, reservation, or use
of the domain name.

14. DISCLAIMER OF WARRANTIES. You agree and warrant that the information
that you provide to us to register or reserve your domain name or
register for other Services is, to the best of your knowledge and belief,
accurate and complete, and that any future changes to this information
will be provided to us in a timely manner according to the modification
procedures in place at that time. You agree that your use of our
Services is solely at your own risk. You agree that such Service(s) is
provided on an "as is," "as available" basis. we expressly disclaims all
warranties of any kind, whether express or implied, including but not
limited to theimplied warranties of merchantability, fitness for a
particular purpose and non-infringement. We make no warranty that the
Services will meet your requirements, or that the Service(s) will be
uninterrupted, timely, secure, or error free; nor do we make any
warranty as to the results that may be obtained from the use of the
Service(s) or as to the accuracy or reliability of any information
obtained through the our e-mail service or that defects in the Services
software will be corrected. You understand and agree that any material
and/or data downloaded or otherwise obtained through the use of the our
e-mail service is done at your own discretion and risk and that you will
be solely responsible for any damage to your computer system or loss of
data that results from the download of such material and/or data. We make
no warranty regarding any goods or services purchased or obtained through
the e-mail service or any transactions entered into through the e-mail
service. No advice or information, whether oral or written, obtained by
you from us or through the e-mail service shall create any warranty not
expressly made herein. Some jurisdictions do not allow the exclusion of
certain warranties, so some of the above exclusions may not apply to you.

15. REVOCATION. You agree that we may delete your domain name or
terminate your right to use other Services if the information that you
provided to register or reserve your domain name or register for other
Services, or subsequently to modify it, contains false or misleading
information, or conceals or omits any information we would likely
consider material to our decision to register or reserve your domain
name. You agree that we may, in our sole discretion, delete or transfer
your domain name at any time.

16. RIGHT OF REFUSAL. We, in our sole discretion, reserve the right to
refuse to register or reserve your chosen domain name or register you for
other Services, or to delete your domain name within thirty (30) calendar
days from receipt of your payment for such services. In the event we do
not register or reserve your domain name or register you for other
Services, or we delete your domain name or other Services within such
thirty (30) calendar day period, we agree to refund your applicable
fee(s). You agree that we shall not be liable to you for loss or damages
that may result from our refusal to register or reserve, or delete your
domain nameor register you for other Services.

17. SEVERABILITY. You agree that the terms of this Agreement are
severable. If any term or provision is declared invalid or unenforceable,
that term or provision will be construed consistent with applicable law
as nearly as possible to reflect the original intentions of the parties,
and the remaining terms and provisions will remain in full force and
effect.

18. NON-AGENCY. Nothing contained in this Agreement or the Dispute Policy
shall be construed as creating any agency, partnership, or other form of
joint enterprise between the parties.

19. NON-WAIVER. Our failure to require performance by the Registrant of
any provision hereof shall not affect the full right to require such
performance at any time thereafter; nor shall the waiver by us of a
breach of any provision hereof be taken or held to be a waiver of the
provision itself.

20. NOTICES. Any notice, direction or other communication given under
this Agreement shall be in writing and given by sending it via e-mail
or via regular mail. In the case of e-mail, valid notice shall only have
been deemed to have been given when an electronic confirmation of
delivery has been obtained by the sender, in the case of notice to us or
to the RSP to support@HostPC.com or, in the case of notice to you, at the
e-mail address provided by you in your WHOIS record or as updated from
time to time and to you at the mailing address provided in your Affiliate
application or as updated from time to time. Any e-mail communication
shall be deemed to have been validly and effectively given on the date
of such communication, if such date is a business day and such delivery
was made prior to 4:00 p.m. (EST time) and otherwise on the next
business day. Any communication sent via regular mail shall be deemed to
have been validly and effectively given 5 business days after the date
of mailing.

21. ENTIRETY. You agree that this Agreement, the rules and policies
published us and the Dispute Policy are the complete and exclusive
agreement between you and us regarding our Services. This Agreement and
the Dispute Policy supersede all prior agreements and understandings,
whether established by custom, practice, policy or precedent.

22. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK STATE AND THE
FEDERAL LAWS OF THE UNITED STATES OF AMERICA APPLICABLE THEREIN WITHOUT
REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION RELATING TO
THIS AGREEMENT MUST BE BROUGHT IN SCHENECTADY COUNTY NEW YORK AND YOU
IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS.

23. INFANCY. You attest that you are of legal age to enter into this
Agreement.

24. ACCEPTANCE OF AGREEMENT. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS
AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU HAVE
INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE
AFFILIATE NETWORK AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE
OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT. HostPC reserves
the right to revise its policies at any time.


