U S WEST AND SHARP TECHNOLOGY WEB SITE LINKING, CO BRANDED SITE DEVELOPMENT, MARKETING, AND REVENUE SHARING AGREEMENT FOR U S WEST.net This Web site Linking, Co-branded Site Development, and Revenue Sharing Agreement ("Agreement"), is effective as of...

                          U S WEST AND SHARP TECHNOLOGY
                 WEB SITE LINKING, CO BRANDED SITE DEVELOPMENT,
            MARKETING, AND REVENUE SHARING AGREEMENT FOR U S XXXX.xxx

This  Web  site  Linking,  Co-branded  Site  Development,  and  Revenue  Sharing
Agreement  ("Agreement"),  is  effective  as of September 15, 1998 between Sharp
Technology,  a  Delaware  corporation  having  a  place  of  business  at  Sharp
Technology, 0000 Xxxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 XXX ("Sharp Technology")
and  U  S  WEST  Communications, Inc., a Colorado corporation, having a place of
business  at  0000  Xxxxxxxx,  0xx  Xxxxx,  Xxxxxx,  XX  00000  ("USW").


1.     Purpose.  USW  desires to provide links to a Co-branded Site developed by
Sharp  Technology  ("Sites")  and  engage  in  other activities on the terms and
conditions  set  forth  in  this  Agreement.

2.     Responsibilities  of  the  Parties.

2.1.   Co-branded  Area  Site  Development:

2.1.1. Sharp  Technology  shall:

(a)     in  cooperation  with  USW,  develop  and  host  a co-branded, localized
version(s)  of  the  Sharp  Technology Site and associated Web page(s) or linked
item(s)  on  the  U S XXXX.xxx Web site ("Co-branded Area(s)"). Specific content
features  are solely the creation and responsibility of Sharp Technology. USW is
not  a  content  provider and acts as a passive conduit only. A Co- branded Area
shall  be  developed  for  U S XXXX.xxx. Each page of each Co-branded Area shall
minimally contain a graphic and Site link back to the U S XXXX.xxx Web site home
page.

(b)     be  responsible  for  the quality, technical accuracy, completeness, and
coordination  of  all  information, specifications, and other items and services
furnished  under  this  Agreement.  If Sharp Technology fails to meet applicable
professional  standards,  Sharp  Technology shall correct or revise any error or
deficiencies  in  the  development.

(c) create a partner bridge page with a USW partner logo in cooperation with USW
on  relevant  Sharp  Technology  Web  sites  (including  at  least  the Web site
currently  located  at xxxx://xxx.xxxxxxxxx.xxx/) The USW partner logo will link
back  to  the  U  S  XXXX.xxx  Product  Web  Site  (currently  located  at
xxxx://xxx.xxxxxx.xxx/xxxxxxxxx)

(d)  create  ad  banner  slots  in  cooperation  with  USW.

2.2.    Linking:

2.1.1.  Sharp  Technology  shall:

(a)  establish  and  maintain hypertext links ("Site links") from the Co-branded
Sharp  Technology  Site  located  at  Uniform  Resource  Locator  ("URL")
xxxx://xxx.xxxxxxxx.xxx/  to  the U S XXXX.xxx Site. The Site link shall consist
of  a  graphic of USW's choice to be displayed in a size which is 450 wide by 67
pixels  high.  Specific Sharp Technology Site links shall be limited to each Co-
branded  Area.


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(b)  provide  a logo and hypertext xxxx-up language ("HTML") that together shall
be  displayed  in  the  relevant  Content Provider area of the U S XXXX.xxx Site
("Sharp  Technology  Button").

2.2.2.     USW  shall:

(a)     establish  and  maintain  Site  links  from the U S XXXX.xxx Site to the
corresponding  level  of  each  Co-branded  Area  by way of the Sharp Technology
Button.

(b)     work  with  Sharp  Technology,  on  an  ongoing basis, to identify areas
within  the  USW Site where it would be appropriate to provide Site links to the
Co-branded  Areas  based on users seeking information of a type included in such
Co-branded  Areas.

2.3     Use  Of  The  Xxxx.

(a)     Use  by  Licensee;  Ownership  of the Xxxx. Licensee may use the Xxxx so
long  as that use conforms to the terms of this Agreement. Licensee acknowledges
that  Licensor  is  the  owner of the Xxxx. Licensee shall not at any time do or
suffer  to  be  done any act or thing which will in any way impair the rights of
Licensor  in  and  to  the  Xxxx  or  the  goodwill inherent in such Xxxx. It is
understood  that Licensee shall not acquire and shall not claim any title to the
Xxxx adverse to Licensor by virtue of the license granted herein, or through the
Licensee's  use  of the Xxxx, it being expressly agreed that all use of the Xxxx
by  Licensee  shall  inure to the benefit of Licensor. Licensee is estopped from
challenging  the  validity  of  the Xxxx or from setting up any claim adverse to
Licensor.

(b)     Use  and  Appearance  of  the  Marks.  Licensee  shall  comply  with the
conditions  set forth in the Licensor's Corporate Identity Guidelines, as may be
amended  from  time  to  time,  or  as directed by Licensor, with respect to the
style,  color,  appearance  and  manner  of use of the Xxxx. Prior to producing,
distributing  or  displaying  any  advertising  or other material containing the
Marks,  Licensee  shall obtain prior written approval from Licensor. Licensee is
solely  responsible for ensuring that any uses of the Xxxx in any advertising or
promotional  materials  or  otherwise  is  approved  by  Licensor.

(c)     Quality Control and Right To Inspect. Licensee shall maintain a standard
of  quality  for the Services offered under the Xxxx commensurate with standards
previously  achieved and maintained by Licensor and its subsidiaries, and shall,
at  a minimum, provide the Services in compliance with all laws and regulations.
Representatives  of  Licensor shall have the right, at reasonable times to visit
Licensees  facilities  or  inspect  the  rendering  of  the  Services  to ensure
compliance  with  this  paragraph.

2.4.     Advertising  Banners  in  Co-branded  Site.

2.4.1.     The  parties  agree  to  work  together  in  identifying and pursuing
advertising  opportunities.  These  efforts are for banner advertising placement
within  the  Co-branded  Site.

2.4.2.     Each  party  will  submit  to  the other party, for its prior written
approval,  which  shall  not be unreasonably withheld or delayed, any marketing,
advertising,  press releases, and all other promotional materials related to the
Co-branded  Site  that  reference  the  other  party  and/or  its  Marks  (the
"Materials").  Each party shall solicit and reasonably consider the views of the
other  party  in  designing  and implementing such Materials. Once approved, the
Materials  (other than press releases) may be used by a party for the purpose of


                                     - 88 -

promoting  the  Co-branded  Site  contained  therein and reused for such purpose
until such approval is withdrawn with reasonable prior notice. In the event such
approval  is  withdrawn,  (which  either  party  may  do at its sole discretion)
existing inventories of Material may be depleted. Notwithstanding the foregoing,
either  party  may issue press releases and other disclosures as required by law
or as reasonably advised by legal counsel without the consent of the other party
and,  in such event, prompt notice thereof shall be provided to the other party.

2.5.     General.

2.5.1.     Each party shall be solely responsible for supplying and managing its
Site(s)  at  its  own  expense  and  neither  party  shall  have any obligations
whatsoever  with  respect  to the Site(s) of the other. Each party shall manage,
review,  delete,  edit,  create,  update and otherwise manage all content and/or
services  available  on or through its respective Site(s). Neither party has any
obligation  to  pre-screen  content  posted  by  users  of  its  Site(s).

2.5.2.     The  customers  who  purchase  the  software  packages  through  this
partnership,  shall  be  considered to be shared customers. Customer information
shall  be  shared  between  these  two  companies  but  only for the purposes of
tracking  the  customers  sale  and  for  customer follow-up by the partnership.
Neither  party  shall  provide to any third parties any of a customer's personal
information regarding specific users, including, without limitation, their names
and  addresses or any other information the provision of which could violate any
privacy  or  other  rights  of  users  or  third  parties. Neither party will be
required to include in any reports any information the provision of which to the
other  would  cause  such  party  to  violate any law, rule or regulation or any
contractual  or  legal  obligation  of  such  party  to  any  other  person.

2.5.3.     Each  party shall: (i) provide the other with specified graphic files
and  Site  link  addresses and notify the other in advance of any changes in its
URL(s)  and,  (ii)  if  developed and maintained by a party, provide a Site link
from  such  party's appropriate business alliance index (or similar link listing
index)  to  the  other  party's  Site(s).

2.5.4.     Sharp  Technology  shall  promptly  inform USW of (i) any information
related  to  its  Site(s)  that  could  reasonably  lead  to a claim, demand, or
liability of or against the other party by any third party; and (ii) any changes
in  its  Site  which would substantially change the content in any area to which
the  other  party  has  linked.

2.5.5.     Each  party retains the right, in its sole discretion, to immediately
cease linking to the other party's Site(s) if in such party's opinion, the other
party's  Site(s)  infringes on or violates any applicable law or regulation; any
proprietary  right  of  any third party; or is defamatory, obscene, offensive or
controversial.  Notwithstanding  any  exercise  of, or failure to exercise, such
right,  each  party  shall  have  the  sole and exclusive responsibility for its
respective  Site(s).

2.5.6.     Sharp  Technology  shall retain all right, title, and interest in and
to the Sharp Technology Site. USW shall retain all right, title, and interest in
and to the U S XXXX.xxx Sites. The parties will jointly retain all right, title,
and  interest  in  and  to  the  Co-branded  Areas.


3.     REVENUE  SHARING.

3.1.   Ad  Banners  Advertising  Revenue.  USW  and/or  its  agents  and Sharp
       ----------------------------------
Technology  shall  sell all advertisement for display in the Co-branded Area and
the  revenue  from each sale will be allocated as 50% of the gross revenues (net
of  agency  commissions,  taxes,  duties  or  credits)  to  USW.


                                     - 89 -

3.1.1.     Revenue  amounts  due  under  this  Agreement  shall be made by Sharp
Technology  within  forty-five (45) days of the end of each quarter representing
payments  for  the  preceding  calendar  quarter.  Reports containing sufficient
information  for  the  calculation  of such amounts will be provided USW. In the
event  there  is  a dispute regarding the amount due, upon reasonable request, a
party  will provide copies of all records or other documentation relevant to the
calculation  of  such  amounts. The parties agree to maintain records supporting
fees  payable by either party for a period of three (3) years following the date
that  the  payment  was  made. The relevant portion of such records and accounts
shall  be  available  for  inspection  and  audit  by  an  auditing Party or its
representative  (but  not more than once in any twelve (12) month period) during
regular  business  hours  and  upon  reasonable  advance  written  notice.

3.1.2.     Each  party  agrees  to  pay  directly taxes it incurs under the law.

3.2.     Software  Distribution  and  Associated Billing. Order Fulfillment, and
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Customer  Support.  USW  and/or  its  agents  and Sharp Technology shah sell the
-----------------
NetSnitch/NetCoach/DrY2K/DrY2KPro  and associated software packages as displayed
in  the  Co-branded Area. The revenue from each sale will be allocated as 50% of
the  gross  revenues  for  the  Consumer and SOHO versions, and 25% of the gross
revenues for the Small Business and Enterprise versions (net of taxes, duties or
credits)  to  USW.

3.2.2.     The  software version and computing platforms to be supported for all
distributed  software  as  well  as  the  pricing  structure  for these software
packages  shall  be  determined  by  Sharp  Technology  and  USW  jointly.

3.2.3.     Customer  support  for  the  Co-branded  Area  and
NetSnitch/NetCoach/DrY2K/DrY2KPro  software  packages shall be provided by Sharp
Technology.  Technical support which is provided by e-mail and FAX shall be free
to  the  customer.  Should  the  residential  or  small business customer desire
telephone-based support, the customer shall be billed $14.95 per telephone call.
Enterprise business customers shall receive free technical support for one year.
Billing  for  these  services shall be directly to the customer via their credit
card  and  be  handled  by the technical support desk. Sharp Technology shall be
responsible  for  all  costs  associated  with  this  technical  support  desk.

3.2.4.     Customer  billing  will initially be provided by Sharp Technology and
eventually  migrated  over  to  the  U S WEST billing systems. The date for this
migration will need to be agreed upon by both parties. Billing will initially be
done  by  credit  card  or  digital  checking.  Eventually,  all billing for all
software  packages  distributed using USW channels and the Co-branded Area shall
be  handled  by USW at which time billing may occur by placement on the USW xxxx
or  a  credit  card.

3.2.5.     Order  fulfillment will be accomplished through online downloading of
the  software package. Customers who order this software as a gift will first be
sent  an online greeting card for later downloading. The infrastructure required
for  supporting the greeting card and software download process will be provided
and  supported  by  Sharp  Technology  as  part  of  the Co-branded Area. Should
customers  desire  to  receive  a  hard  copy  of  the  software  (i.e.,  via
Floppy-diskette)  then  an extra fee will be billed to the customer and this fee
will  be  used to cover the additional manufacturing, distribution, and relevant
shipping  and  handling  costs.  Billing  for  this  fulfillment process will be
handled  in  accordance  with  the  defined  billing  procedures.

3.2.6.     Revenue  amounts  due  under  this  Agreement  shall be made by Sharp
Technology  within  forty-five (45) days of the end of each quarter representing
payments  for  the  preceding  calendar  quarter.  Reports containing sufficient
information  for  the  calculation  of such amounts will be provided USW. In the
event  there  is  a dispute regarding the amount due, upon reasonable request, a
party  will provide copies of all records or other documentation relevant to the
calculation  of  such  amounts. The parties agree to maintain records supporting


                                     - 90 -

fees  payable by either party for a period of three (3) years following the date
that  the  payment  was  made. The relevant portion of such records and accounts
shall  be  available  for  inspection  and  audit  by  an  auditing Party or its
representative  (but  not more than once in any twelve (12) month period) during
regular  business  hours  and  upon  reasonable  advance  written  notice.

3.2.7.     Each  party  agrees  to  pay  directly taxes it incurs under the law.

3.2.8.     Additional  software  packages  or  items  beyond
NetSnitch/NetCoach/DrY2K/DrY2KPro  may only be added to the Co-branded Area upon
agreement by both Sharp Technology and USW. An Addendum to this agreement should
be  created  and  approved by both parties for each additional suite of software
packages  or  items  to  be  sold  in  the  Co-  branded  Area.

3.2.9.     All  software  applications  provided  to  the  customer  from  Sharp
Technology  will  by  Year  2000  software  compliant.


4.     MARKETING.

4.1    Both  Sharp  Technology  and  USW  agree  to  pursue  joint  marketing
opportunities  including  but not limited to direct mail, print advertising, and
telemarketing.  Costs  for such marketing efforts, the audience reached, and the
manner of advertising will be agreed upon by both parties before such activities
commence.

5.     TERM/TERMINATION.

5.1.     The  initial  term  of this Agreement shall begin on the Effective Date
and  shall  continue  for one year. Either party may terminate this Agreement at
any  time  upon  sixty  (60)  days  written  notice.

5.2.     Notwithstanding  anything  to the contrary herein, upon written notice,
either  party  may  immediately  terminate  this Agreement, in whole or in part,
without liability to the other party, if such party cancels their Site(s) or any
component  thereof  necessary  to  offer  the Site links as contemplated hereby.

5.3.     Upon  the  termination  or expiration of this Agreement, (i) each party
shall  promptly  return  all  confidential and proprietary information and other
information,  documents, manuals, equipment and other materials belonging to the
other  party; (ii) each party shall immediately cease using all Materials of the
other  party  in  any  form;  (iii)  each  party  shall terminate the Site links
established  pursuant  to  this  Agreement; and (iv) all licenses granted herein
shall  terminate.


6.     CONFIDENTIALITY.

6.1.     Each  party  acknowledges  and  agrees  that  any  and  all information
relating to the other party's business and not publicly known including, without
limitation,  the  contents  of this Agreement, technical processes and formulas,
source  codes,  names,  addresses  and  information about users and advertisers,
product  designs,  sales,  costs  and  other  unpublished financial information,
product  plans,  and marketing data is confidential and proprietary information.
Each  party  agrees  that it shall take reasonable steps, at least substantially
equivalent  to the steps as it takes to protect its own proprietary information,
during  the  term  of this Agreement, and for a period of one (1) year following
termination  of  this Agreement, to prevent the duplication or disclosure of any
such confidential and proprietary information, other than by or to its employees
or  agents  who  must  have  access  to such information to perform such party's
obligations hereunder, who shall each treat such information as provided herein,
and as may be required by either of the parties for public or private financing.
To  the  extent that such information is publicly known, already known by, or in
the  possession  of  the non-disclosing party; is independently developed by the
non-disclosing party; is thereafter rightly obtained by the non-disclosing party
from a source other than the disclosing party; or is required to be disclosed by
law,  regulation,  or court order; then there shall be no restriction of the use
of  such  information.


                                     - 91 -

7.     REPRESENTATIONS  WARRANTIES  AND  INDEMNIFICATION.

7.1.   Representations  and  Warranties.  USW represents and warrants to Sharp
       ---------------------------------
Technology  that  (i)  its  Sites  are  or  will  be  functional  Internet sites
accessible  to  subscribers  of U S XXXX.xxx; (ii) the Sites do not and will not
contain  any  content,  materials,  advertising  or services that infringe on or
violate  any  applicable  law  or regulation, any proprietary right of any third
party  (including  copyright,  trademark, patent, and trade secret), or which is
defamatory,  obscene or offensive; (iii) it has the right and authority to enter
into  and perform all obligations under this Agreement; and (iv) it shall comply
with  all  applicable  laws,  statutes,  ordinances,  rules and regulations with
respect  to  its  Sites.  In  the event of an error, delay, defect, breakdown or
failure  of its Site, USW's obligation shall be limited to the use of reasonable
diligence  under  the  circumstances  to  restore  its  Sites  to  operation.


7.2.     Representations  and  Warranties.  Sharp  Technology  represents  and
         ---------------------------------
warrants to USW that (i) all Co-branded Areas will be developed in a workmanlike
manner  and  with professional diligence and skill in accordance with applicable
professional  and  industry standards; (ii) all Co-branded Areas will conform to
the  specifications and functions set forth in this Agreement, including Exhibit
A;  (iii)  its  Site(s) are or will be functional Internet site(s) accessible to
subscribers and users of the Internet; (iv) the Co Branded Areas do not and will
not  contain any content, materials, advertising or services that infringe on or
violate  any  applicable  law  or regulation, any proprietary right of any third
party  (including copyright, trademark, patent, and trade secret); (v) the Sites
do not and will not contain any content, materials, advertising or services that
give  rise  to  any  private cause of action, or which is defamatory, obscene or
offensive;  (vi)  it  has  the right and authority to enter into and perform all
obligations  under this Agreement; and (vii) it shall comply with all applicable
laws,  statutes,  ordinances, rules and regulations with respect to its Site(s).
In the event of an error, delay, defect, breakdown or failure of its Site, Sharp
Technology's  obligation  shall  be  limited  to the use of reasonable diligence
under  the  circumstances  to  restore  its  Site(s)  to  operation.


7.3     Indemnity. Each party will defend, indemnify, save and hold harmless the
        ----------
other  party,  the  other  party's  Affiliates,  and  their officers, directors,
agents, and employees from any and all third-party claims, demands, liabilities,
costs  or  expenses,  including  reasonable  attorneys'  fees  ("Liabilities"),
resulting  from  the  indemnifying  party's  breach  of  any  material  duty,
representation,  or  warranty contained in this Agreement, except there shall be
no  obligation  to  indemnify,  defend, save and hold harmless where Liabilities
result  from the gross negligence or knowing and willful misconduct of the other
party.  Each  party  agrees to (i) promptly notify the other party in writing of
any  indemnifiable claim and (ii) give the other party the opportunity to defend
or  negotiate  a  settlement of any such claim at such other party's expense and
cooperate  fully  with  the  other  party,  at  that  other  party's expense, in
defending  or  settling  such  claim.  Each party reserves the right, at its own
expense,  to  participate  in  the  defense  of  any matter otherwise subject to
indemnification  by  the  other  party.


8.     LIMITATION  OF  LIABILITY  AND  DISCLAIMER.

8.1.     LIABILITY.  EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SPECIFICALLY SET
FORTH  IN  THIS  AGREEMENT  OR  DAMAGES  FOR  PERSONAL  INJURY  OR  PROPERTY
DAMAGE,  NEITHER  PARTY  SHALL  BE  LIABLE  TO  THE  OTHER  PARTY  FOR  ANY
INDIRECT,  INCIDENTAL,  CONSEQUENTIAL,  SPECIAL  OR  EXEMPLARY  DAMAGES (EVEN IF
THAT  PARTY  HAS  BEEN  ADVISED  OF  THE  POSSIBILITY  OF  SUCH DAMAGES) ARISING
FROM  THIS  AGREEMENT,  SUCH  AS,  BUT  NOT  LIMITED  TO,  LOSS  OF  REVENUE  OR
ANTICIPATED  PROFITS  OR  LOST  BUSINESS,  EXCEPT  THAT  EITHER  PARTY  SHALL BE
ENTITLED  TO  RECEIVE  CONSEQUENTIAL  DAMAGES  FOR  A  BREACH  OF  ANY  LICENSES
GRANTED  UNDER  THIS  AGREEMENT.


                                     - 92 -

8.2.     NO  ADDITIONAL  WARRANTIES.  EXCEPT  AS  EXPRESSLY  SET  FORTH  IN THIS
         ---------------------------
AGREEMENT,  NEITHER  PARTY  MAKES,  AND  EACH  PARTY  HEREBY  SPECIFICALLY
DISCLAIMS,  ANY  REPRESENTATIONS  OR  WARRANTIES,  EXPRESS  OR  IMPLIED,
REGARDING  ANY  MATTER  SUBJECT  TO  THIS  AGREEMENT,  INCLUDING  ANY  IMPLIED

WARRANTY  OF  MERCHANTABILITY  OR  FITNESS  FOR  A  PARTICULAR  PURPOSE  OR
IMPLIED  WARRANTIES  ARISING  FROM  COURSE  OF  DEALING  OR  COURSE  OF
PERFORMANCE.

9.       GENERAL  PROVISIONS.

9.1.     Amendment.  No  change,  amendment  or modification of any provision of
         ----------
this Agreement shall be valid unless set forth in a written instrument signed by
both  parties. This Agreement sets forth the entire agreement and supersedes any
and  all  prior  agreements, written or oral, of the parties with respect to the
transactions  set  forth  herein.

9.2.     Assignment.  Neither  this Agreement, nor any rights hereunder in whole
         -----------
or  in  part,  shall  be  assignable  or otherwise transferable by either party;
provided  that either party may assign or transfer this Agreement and rights and
obligations  hereunder  to  any current or future Affiliate or successor if such
assignee  agrees  in  writing  to  the  terms  and  conditions  herein.


9.3.     Compliance  with  Laws.  This  Agreement and the parties' actions under
         -----------------------
this  Agreement shall comply with all applicable federal, state, and local laws,
rules,  regulations, court orders, and governmental or regulatory agency orders.


9.4     Construction.  In  the  event  that  any  provision  of  this  Agreement
        -------------
conflicts  with the law under which this Agreement is to be construed, or if any
such  provision is held invalid by a court with jurisdiction over the parties to
this  Agreement,  such  provision  shall  be deemed to be restated to reflect as
nearly  as  possible  the  original intentions of the parties in accordance with
applicable  law,  and the remainder of this Agreement shall remain in full force
and  effect.  There  shall  be  no  presumption for or against either party as a
result  of  such  party  being  the  principle  drafter  of  this  Agreement.


9.5.     Dispute  Resolution.  Any  claim,  controversy  or  dispute between the
         --------------------
parties,  the  parties'  Affiliates,  their  agents,  employees,  officers,  or
directors  ("Dispute")  shall  be  resolved by arbitration conducted by a single
arbitrator  engaged  in the practice of law and familiar with the subject matter
of  the  Dispute,  under  the  then  current  rules  of the American Arbitration
Association ("AAA"). The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, not state
law,  shall  govern the arbitrability of all Disputes. The arbitrator shall have
authority  to  award  compensatory damages only. The arbitrator's award shall be
final  and  binding and may be entered in any court having jurisdiction thereof.
Each  party shall bear its own costs and attorneys' fees and shall share equally
in  the  fees and expenses of the arbitrator. The arbitration shall occur in the
City  and  State  of  the party against whom the arbitration is brought, and the
laws  of  such  state  shall  govern  the construction and interpretation of the
Agreement.  It  is  expressly  agreed that the arbitrator shall be authorized to
issue  injunctive  relief  pending  an award in arbitration and either party may
seek  relief  in an appropriate court of law to enforce such determination by an
arbitrator.


9.6     Independent  Contractors.  The parties to this Agreement are independent
        -------------------------
contractors.  Neither party is an agent, representative, or partner of the other
party.  Neither party shall have any right, power or authority to enter into any
agreement  for,  or on behalf of, or incur any obligation or liability of, or to
otherwise  bind,  the  other  party.  This Agreement shall not be interpreted or
construed to create an association, agency, joint venture or partnership between
the  parties or to impose any liability attributable to such a relationship upon
either  party.


                                     - 93 -

9.7.     No Waiver. The failure of either party to insist upon or enforce strict
         ----------
performance  by  the  other  party  of  any  provision  of this Agreement, or to
exercise  any  right under this Agreement, shall not be construed as a waiver or
relinquishment  of  such party's right to enforce any such provision or right in
any  other  instance.


9.8     Notice. Any notice, approval, request, authorization, direction or other
        -------
communication under this Agreement shall be given in writing and shall be deemed
to  have  been  delivered and given for all purposes (i) on the delivery date if
delivered  by electronic mail; (ii) on the delivery date if delivered personally
to  the  party  to  whom  the same is directed; (iii) one (1) business day after
deposit  with  a  commercial  overnight  carrier  with  written  verification of
receipt;  or  (iv)  five (5) business days after the mailing date whether or not
actually  received,  if sent by U.S. mail, return receipt requested, postage and
charges  prepaid,  or any other means of rapid mail delivery for which a receipt
is  available  to  the  Contact  at the address of the party to whom the same is
directed.


IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
date  first  above
written.

Sharp  Technology                          U S West Communications,  Inc.

/s/  Xxxxxx  Xxxxx                         /s/  Xxxxx  Xxxxxx
_________________________                    _________________________
Authorized  Signature                      Authorized  Signature

Xxxxxx  Xxxxx                              Xxxxx  Xxxxxx
_________________________                  _________________________
Name  Typed  or  Printed                   Name  Typed  or  Printed

President     12/8/1998                    Director - US Xxxx.xxx - 12/16/1998
_________________________                  _________________________
Title                                      Title


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