TERMS & CONDITIONS ACE TELECOM CORP. ("RENTAL AGENCY") AND RENTER ("RENTER") HEREBY AGREE TO FOLLOWING TERMS AND CONDITIONS WITH RESPECT TO THE PROVISION BY RENTAL AGENCY TO RENTER OF THE CELLULAR TELEPHONE AND PERIPHERAL ACCESSORIES (THE " EQUIPMENT"). WHICH IS SUBJECT TO ALL THE TERMS AND PROVISIONS OF THE AGREEMENT, IN CONSIDERATION OF WHICH RENTER AGREES THAT: 1. THE EQUIPMENT IS AND WILL REMAIN THE RENTAL AGENCY PROPERTY. RENTER ACQUIRES NO RIGHTS HEREUNDER OTHER THAN THE USE OF THE EQUIPMENT IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT. 2. RENTER ACKNOWLEDGES RECEIPT OF COMPLETE INSTRUCTIONS ON THE PROPER USE OF THE EQUIPMENT AND AGREES TO OPERATE THE EQUIPMENT IN ACCORDANCE WITH THE INSTRUCTIONS AND IN NO OTHER MANNER. 3. IF RENTER IS AN ENTITY OTHER THAN AND INDIVIDUAL, THEN THE PERSON SIGNING THIS AGREEMENT REPRESENTS AND WARRANTS TO BE PROPERLY AUTHORIZED AND EMPOWERED TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY. 4. RENTER SHALL BE BILLED AT LEAST ONE (1) MINUTE AIRTIME FOR EACH INCOMING, OUTGOING, COMPLETED, INCOMPLETE OR ATTEMPTED CALL, IN ACCORDANCE WITH CELLULAR BILLING PRACTICES. 5. RENTER WILL NOT SERVICE, TAMPER OR REPLACE ANY PART OR ACCESSORY OF THE EQUIPMENT WITHOUT THE RENTAL AGENCY PRIOR APPROVAL. 6. RENTER SHALL RETURN ALL OF THE EQUIPMENT IN THE SAME CONDITION AS RECEIVED, EXCEPT FOR ORDINARY WEAR. 7. RENTER AUTHORIZES RENTAL AGENCY TO PROCESS A CREDIT CARD VOUCHER IN RENTERS NAME FOR CHARGES INCURRED BY RENTER UNDER THIS AGREEMENT. A CREDIT CARD AUTHORIZATION FOR A MINIMUM OF U.S. $250.00 IS REQUIRED AT THE TIME OF RESERVATION. RENTAL AGENCY WILL AUTOMATICALLY CHARGE RENTERS CREDIT CARD EACH TIME RENTERS ACCOUNT REACHES THE AMOUNT OF THE AUTHORIZATION AMOUNT. 8. RENTER IS RESPONSIBLE FOR PHONE SERVICE AND AIRTIME CHARGES DURING THE ENTIRE PERIOD THE EQUIPMENT IS RENTED WHETHER OR NOT THE RENTER PERSONALLY MAKES THE CALLS FOR WHICH CHARGES ARE IMPOSED. 9. RENTAL AGENCY IS ENTITLED TO BILL RENTER, ON A DELAYED BASIS, WITHIN 120 DAYS AFTER THE PHONE HAS BEEN RETURNED SHOULD RENTAL AGENCY NOT BE AWARE OF CHARGES AT THE TIME OF CHECK IN. ALL CHARGES AND OTHER AMOUNTS BILLED PURSUANT TO THIS AGREEMENT ARE PAYABLE BY RENTER AT THE CONCLUSION, OR IF NOT COMPUTED AT THE CONCLUSION, THEN UPON DEMAND MAILED BY RENTAL AGENCY TO RENTER. 10. RENTER ACKNOWLEDGES RECEIPT OF THE EQUIPMENT IN GOOD WORKING ORDER. RENTER IS LIABLE FOR ALL LOSS, THEFT OR DAMAGE TO EQUIPMENT DURING THE RENTAL PERIOD REGARDLESS OF NEGLIGENCE, AND AGREES TO PAY THE FULL REPLACEMENT VALUE OF ALL LOST, STOLEN, OR DAMAGED EQUIPMENT IN ACCORDANCE WITH THE RENTAL AGENCY SCHEDULE OF REPLACEMENT COST. 11. RENTER MUST REPORT LOSS OR THEFT TO RENTAL AGENCY WITHIN 24 HOURS OF THE LOSS OR THEFT AND MUST PROVIDED A POLICE REPORT NUMBER, BADGE NUMBER AND DIVISION NUMBER FOR THE INSURANCE CLAIM TO BE PROCESSED. 12. RENTAL AGENCY DOES NOT GUARANTEE UNINTERRUPTED WORKING OF ANY OF ITS WIRELESS EQUIPMENT OR SERVICES AND SHALL NOT BE LIABLE TO THE RENTER OR OTHER PERSON(S) FOR ANY DAMAGES, LOSS OR PROFITS, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES, PERSONAL INJURY OR ANY OTHER LOSS WHATSOEVER, RESULTING DIRECTLY OR INDIRECTLY OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BE IT NEGLIGENT OR OTHERWISE AND WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL DOCTRINE. 13. ACE TELECOM (RENTAL AGENCY) "AUTHORIZED AGENT" DOES NOT GUARANTEE UNINTERRUPTED WORKING OF ANY OF ITS WIRELESS EQUIPMENT OR SERVICES AND SHALL NOT BE LIABLE TO THE RENTER OR OTHER PERSON(S) FOR ANY DAMAGES, LOSS OR PROFITS, LOSS OF EARNINGS, LOSS OF BUSINESS OPPORTUNITIES, PERSONAL INJURY OR ANY OTHER LOSS WHATSOEVER, RESULTING DIRECTLY OR INDIRECTLY OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BE IT NEGLIGENT OR OTHERWISE AND WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL DOCTRINE. AUTHORIZED AGENTS; TRAVEL AGENCY, TRAVEL OPERATOR, TRAVEL WHOLESALERS, MEETING/CONVENTIONS PLANNERS, CORPORATION, ASSOCIATION, AIRLINE, HOTEL, CAR RENTAL AGENCY AND ANY OTHER COMPANY, PERSON(S) OR ORGANIZATION. 14. EQUIPMENT AIRTIME CHARGES SHALL BE DETERMINED BY READING ALL NON-RESET AIRTIMERS ON THE EQUIPMENT. RENTER AGREES WITH TOTAL CUMULATIVE "OUT" STATED ON CONTRACT AND AGREES TO HAVE RENTAL AGENCY READ AND RECORD ACTUAL TIME "IN" UPON RETURN. GSM CELLULAR PHONES RENTED FROM RENTAL AGENCY ARE NOT BILLED USING STANDARD NON-RESET AIRTIMERS. GSM CELLULAR PHONE CHARGES ARE BILLED WITHIN 60 DAYS AND WILL NOT EXCEED 120 DAYS AFTER RETURN OF EQUIPMENT. IMPORTANT PLEASE BE ADVISED THAT ITEMIZED BILLING MAY TAKE UP TO 120 DAYS TO GENERATE. CHARGES IN FULL MAY APPEAR IN MULTIPLE INVOICES AS A RESULT OF BILLING VARIABLES AMONG THE INTERNATIONAL CARRIERS. 15. SOME RATES ARE APPROXIMATE AND ARE CONSTANTLY CHANGING DEPENDING ON EXCHANGE RATES AND DURATION OF CALL. RENTAL AGENCY CHARGES IN 60 SECOND INCREMENTS WHILE OVERSEAS CARRIERS MAY NOT. 16. RENTER AGREES THAT AIRTIME CHARGES APPLY TO INCOMING AND OUTGOING CALLS. INCLUDING TOLL FREE NUMBERS AND VOICE MAIL AIRTIME RETRIEVAL. 17. RENTAL PLANS RENTER AGREES TO A HANDSET RENTAL FEE OF: RENTAL CHARGE 1 TO 15 DAYS $19.00 RENTAL CHARGE 16 TO 30 DAYS $29.00 ADDITIONAL RENTAL CHARGES AFTER 30 DAYS IS $1.50 PER DAY 18. IF RENTER EXPERIENCES ANY TECHNICAL PROBLEMS WITH THE RENTAL PHONE OR SERVICE DURING THE RENTAL PERIOD. RENTER MUST NOTIFY RENTAL AGENCY IMMEDIATELY. IF RENTER DOES NOT NOTIFY RENTAL AGENCY OF ANY TECHNICAL PROBLEMS DURING THE RENTAL PERIOD. RENTER WILL NOT BE APPLICABLE TO ANY DISCOUNTS OR REFUNDS. 19. CHARGES AND OTHER AMOUNTS BILLED PURSUANT TO THIS AGREEMENT (INCLUDING THE EQUIPMENT RENTAL, DELIVERY, AIRTIME, LONG DISTANCE AND ROAMING CHARGES, APPLICABLE SALES, USE TRANSACTION AND/OR EXCISE TAXES, AND INTEREST ON OVERDUE ACCOUNTS), ARE PAYABLE BY APPROVED CREDIT CARD OR CASH BY RENTER AT THE CONCLUSION OF RENTAL, OR IF NOT COMPUTED AT CONCLUSION OF RENTAL, THEN UPON DELAYED CREDIT CARD VOUCHER OR ON DEMAND MAILED TO THE RENTER. RENTER AGREES TO THE PREAUTHORIZATION OF RENTERS CREDIT CARD. THE PREAUTHORIZED AMOUNT MAY BE USED AT ANY TIME TOWARDS THE PAYMENT OF ANY OUTSTANDING CHARGES. RENTER AGREES TO THE USE OF AN UNSIGNED, AMENDED, ALTERED, COMPLETED OR EXECUTED CREDIT CARD VOUCHER IN THE RENTERS NAME FOR PAYMENT OF ANY OUTSTANDING CHARGES. 20. RENTER HAS THE OPTION OF SELECTING THEFT PROTECTION COVERAGE, COVERING THE VALUE OF THE EQUIPMENT. SUCH THEFT PROTECTION COVERAGE IS AVAILABLE AT THE RATE OF U.S. $0.99 PER DAY. IF ACCEPTED BY RENTER. RENTER ALSO AGREES TO A U.S. $99.00 DEDUCTIBLE CHARGE. IN THE EVENT THE EQUIPMENT IS LOST OR STOLEN. RENTER UNDERSTANDS AND AGREES THAT RENTER WILL BE BILLED FOR ALL CHARGES RELATED TO THE CALLS MADE TO OR FROM SUCH PHONE, UNTIL SUCH TIME AS RENTAL AGENCY IS NOTIFIED BY RENTER THAT THE EQUIPMENT IS LOST OR STOLEN AND THE CELLULAR PHONE NUMBER ASSIGNED TO SUCH PHONE IS DEACTIVATED BY THE CELLULAR CARRIER. RENTER AGREES THAT WITHOUT THEFT PROTECTION INSURANCE. THE REPLACEMENT VALUE OF THE EQUIPMENT IS $249.00. 21. IF THE RENTER IS IN BREACH OF ANY TERMS OF THIS AGREEMENT, THE RENTAL AGENCY MAY TAKE POSSESSION OF THE EQUIPMENT AND MAY WITHOUT NOTICE OR DEMAND AND WITHOUT LEGAL PROCESS, ENTER UPON THE PREMISES WHERE THE EQUIPMENT MAY BE, AND MAY REMOVE SAME WITHOUT PREJUDICE TO RENTAL AGENCY RIGHTS TO CLAIM ARREARS OF RENTAL AND DAMAGES. 22. RENTER AGREES TO PAY RENTAL AGENCY COSTS, INCLUDING ANY REASONABLE SOLICITORS FEES, INCURRED IN COLLECTING ALL CHARGES DUE HEREUNDER, OR IN RECOVERING LOST OR STOLEN EQUIPMENT. 23. THIS AGREEMENT CANNOT BE ASSIGNED OR TRANSFERRED BY RENTER, NOR CAN THIS AGREEMENT BE MODIFIED (OR ANY PROVISION WAIVED OR MODIFIED) EXCEPT BY WRITTEN INSTRUMENT SIGNED BY RENTAL AGENCY OR ITS AUTHORIZED AGENT. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN RENTAL AGENCY AND THE RENTER; THERE ARE NO OTHER REPRESENTATIONS, CONDITIONS, GUARANTEES, OR COLLATERAL AGREEMENTS, EXPRESS OR IMPLIED. STATUTORY OR OTHERWISE, CONCERNING THE USE OR RENTAL OF THE PHONE, OTHER THAN AS SET FORTH HEREIN. 24. RENTAL AGREEMENT SUBJECT TO FINAL AUDIT.