1. LIMITED WARRANTY Millennium Plus warrants the MLUs against defects in materials and workmanship for a period of one year from the date of installation. If an MLU is found to be defective in materials or workmanship during the limited warranty period, Millennium Plus will repair or replace the MLU at its discretion and at its expense. Millennium Plus warrants that it will provide the Services in accordance with the applicable Service Plan selected, but does not warrant complete coverage or that the Services will be uninterrupted or error-free.

2. MAINTENANCE Under the provisions of certain Service Plans, You will receive maintenance services pursuant to which Millennium Plus will repair or replace (at Millennium Plus's option) any verified failed MLU component, including antennas and interconnected cables.

3. LIMITED REMEDY Your sole remedy for breach of any warranty is the right to repair or replacement of the defective MLU and the right to receive a credit or refund (at Millennium Plus's discretion) on Services not provided for reasons under Millennium Plus's control. No allowance will be given for any single failure or delay that does not exceed forty-eight hours. To obtain warranty or maintenance service, You must contact the local Millennium Plus office. Millennium Plus may instruct You to (a) obtain a Returned Materials Authorization ("RMA"); (b) adequately package the products;(c) ship the products to the address provided by Millennium Plus; and (d) mark the RMA number prominently on the outside of the carton. Products received without an RMA number will be returned freight collect. Millennium Plus will return the repaired products prepaid and fully insured. Alternatively, at Millennium Plus's option, Millennium Plus may remove and reinstall the products.

4. WARRANTY AND MAINTENANCE EXCLUSIONS Millennium Plus is not obligated to provide the limited warranties or maintenance services if there has been any unauthorized alteration, modifications, or repair of the MLUs, if there is use with the MLUs of accessories or devices not approved by Millennium Plus, as being compatible, or in the case of accidents, misuse, abuse, neglect, damage, tampering, improper installation, maintenance, unauthorized use, connection to an improper voltage supply, reception or transmission problems caused by inadequate or improper antenna (not provided by Millennium Plus), reception problems caused by an inadequate signal level in the operating area, damage due to exposure to the elements, use with accessories or devices not approved by Millennium Plus, failure to install or use the MLUs in accordance with instruction manuals, or acts of God. The limited warranties and maintenance services do not cover accessories, batteries, casings, coverings and other non-electrical components. The limited warranties are in lieu of all other warranties, express or implied. All other express or implied warranties, including, without limitation, any implied warranty of merchantability or fitness for a particular purpose are expressly excluded, except where prohibited by law and, where prohibited, any such warranty shall be limited to the minimum warranty and period required by law. No employee or agent of Millennium Plus has the authority to grant any other warranty to You, written or oral. You acknowledge that the Services are based upon the MicroBurst Service™ furnished to Millennium Plus by Aeris Communications, Inc. ("Aeris") utilizing cellular telephone service furnished to Aeris by one or more participating carriers ("Participating Carriers") pursuant to agreements between Aeris and such Participating Carriers and subject to terms, conditions and limitations therein set forth. YOU FURTHER ACKNOWLEDGETHAT PARTICIPATING CARRIERS DISCLAIM ALL LIABILITY OF ANY NATURE TO YOU, WHETHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL, ARISING OUT OF YOUR USE OF MICROBURST SERVICE, AND YOU AGREE THAT YOU SHALL HAVE NO CLAIMS AGAINST PARTICIPATING CARRIERS OF ANY KIND WITH RESPECT THERETO. You also acknowledge that complete coverage of any area within the Coverage Map at all times is improbable. The existence of adverse conditions, such as short-term unpredictable meteorological effects and sky wave interference from distant stations, can interrupt the Services at times. Certain circumstances such as weather, tunnels, underground structures, terrain, high-rise buildings, enclosed or underground parking or driving areas, faulty installation, motor ignition and other electrical noises and radio signals from external sources may interfere with the Services. The Coverage Map describes general parameters of expected coverage and is not a guarantee of coverage.

5. LIMITATION OF LIABILITY Millennium Plus shall not be liable to You or to any other person for any loss or damage caused by any interruption of the Services, regardless of cause. In no event shall Millennium Plus's liability to You exceed the amount paid by You for the MLUs or the Services in question. Millennium Plus shall not be liable to You or any third party for consequential, incidental, general, special or exemplary damages, including, without limitation, loss of or damage to Your vehicles or loss of profits, revenues or data, even if Millennium Plus has been advised of the possibility of such damages. No action shall be brought for any breach of this Agreement more than one year after accrual of such cause of action except for money due on an open account. Certain of the above limitations may not apply in some states.

6. INTERRUPTION OF SERVICES; FORCE MAJEURE Millennium Plus shall have no liability for a failure to provide, or for delay in providing, the MLUs, the Services or maintenance due directly or indirectly to causes beyond the control of Millennium Plus or its subcontractors. If Millennium Plus is unable to wholly or partially perform the Services because of any cause beyond its control, Millennium Plus may terminate this Agreement without any liability to You, other than refund of any amounts paid for the undelivered MLUs or Services.

7. REVISION OF FEES AND SERVICES After the end of the first year following execution of this Agreement by Millennium Plus, Millennium Plus may, at any time, upon thirty days' prior written notice to You, revise (a) the monthly rates for Service Plans set forth in this Agreement,(b) the number of access units assigned to each location and data communication service, and (c)the cost and features of Services and programs, as set forth in this Agreement. and in the Product Brochure in effect on the date of Millennium Plus's execution of this Agreement.

8. TERM AND TERMINATION; RENEWAL This Agreement shall remain in full force and effect for a period of one year from the date this Agreement is executed by Millennium Plus, and shall be automatically renewed and extended without action by any party for additional periods of one year; provided, however, that either Millennium Plus or You may terminate this Agreement upon not less than thirty days' prior notice, to be effective on the last day of the current subscription period. Notwithstanding the foregoing, this Agreement shall terminate immediately without liability if the authorizations held by Millennium Plus are revoked by the FCC.

9. GENERAL No amendment or modification hereof shall be binding upon Millennium Plus unless such amendment or modification is in writing signed by an authorized officer of Millennium Plus. If any term hereof is contrary to, prohibited by or deemed invalid under applicable laws or regulations, such term shall be deemed omitted to the extent prohibited or invalid but the remainder of these Terms and this Agreement shall not be invalidated and shall be given effect so far as possible. Any waiver of any right in, or breach of, this Agreement shall not be a continuing waiver and shall not prevent any claim of breach of the same term or any other term of this Agreement. This Agreement is fully assignable by Millennium Plus to any person or entity and shall inure to the benefit of such assignee or successor. You may not assign this Agreement without the prior written consent of Millennium Plus, except that You may, without Millennium Plus's consent, assign this Agreement (a) to Your parent company, a subsidiary, or an affiliate; (b) to any successor corporation by consolidation or merger; or (c) to any corporation with the authority to carry on a business of a nature transacted by You and to which You have sold all or substantially all of Your assets, provided that You have advised Millennium Plus in writing of such assignment, and You remain liable for any obligations or liabilities arising under this Agreement.