Cable Internet Revenue Sharing Agreement

EXHIBIT 10.10


Cable Internet
Revenue Sharing Agreement


This is an Agreement to share the revenue from Internet access using the PeRKInet(R) system between DurangoNet, Inc. d.b.a. Frontier Internet, a Colorado corporation, ("Frontier Internet") and Hermosa CableVisionvision, Inc. ("Hermosa Cable Vision") according to the terms and conditions set forth below as of this date May 26, 1999 (the "Agreement").


Recitals


WHEREAS, Hermosa Cable Vision provides cable television service to residential and commercial customers in the Hermosa area of La Plata County, Colorado.


WHEREAS, Hermosa Cable Vision would like to offer high speed Internet access to its customers,


WHEREAS, Frontier Internet can provide Internet access through cable television systems using its PeRKInet(R) system,


WHEREAS, Hermosa Cable Vision would like Frontier Internet to install and maintain a PeRKInet(R) system in Hermosa Cable Vision's headend to provide high speed Internet access to Hermosa Cable Vision's customers;


Agreement


NOW THEREFORE, in consideration of the premises and mutual dependent promises hereinafter set forth, the parties hereto agree as follows:


1. Equipment Frontier Internet will provide the equipment necessary to transmit data from the Internet through Hermosa Cable Vision's cable system. The equipment that Frontier Internet provides will remain Frontier Internet' sole property. Frontier Internet will be responsible for providing a data circuit to the headend at Hermosa Cable Vision. Hermosa Cable Vision shall cooperate in facilitating the installation of this data circuit and other equipment, including providing necessary rack space for the RF converter, content servers and other equipment,


During the term of the Agreement, Frontier Internet will be responsible for operating and maintaining the equipment. Hermosa Cable Vision will provide Frontier Internet with reasonable access to the equipment during normal business hours and at other-times as the parties shall mutually agree.


Frontier Internet will be responsible for removing the equipment from Hermosa Cable Vision's property within thirty (30) days after this Agreement terminates. When Frontier Internet removes its equipment, it will return any of Hermosa Cable Vision's equipment that Frontier Internet modified to its original condition.


Frontier Internet will indemnify Hermosa Cable Vision for any damage that Frontier Internet or its employees cause to Hermosa Cable Vision's equipment. Correspondingly, Hermosa Cable Vision will indemnify Frontier Internet for any damage that Hermosa Cable Vision or its employees cause to Frontier Internet equipment.


Hermosa Cable Vision will provide one channel from their cable system for the exclusive use of Frontier Internet that is capable of delivering a reliable signal throughout the current cable plant and future cable plant.


2. Revenue & Exclusivity Hermosa Cable Vision will charge its customers more than five dollars ($5.00) per month plus any applicable taxes for each customer that is connected to the 256 Kbps PeRKInet(R) system. Hermosa Cable Vision will not tender any percentage of the five dollars ($5.00) to Frontier Internet. Hermosa Cable Vision may increase or decrease the price it charges customers for 256 Kbps access provided that Hermosa Cable Vision does not exceed the five dollar (S5.00) limit, however Hermosa Cable Vision may increase their price and exceed this five dollar ($5.00) limit to match or equal the same percentage price increase of Frontier Internet. Frontier Internet may increase or decrease the price that it charges for Internet access. Frontier Internet will not tender to Hermosa Cable Vision any percentage of the revenue that Frontier Internet charges its customers for Internet access. All cable customers served under this Agreement will be Hermosa Cable Vision's customers for cable service and exclusively Frontier Internet's customers for Internet access. Frontier Internet shall be the sole and exclusive provider of Internet services through Hermosa Cable Vision's system unless Hermosa Cable Vision is required to open up their network through lease access.


3. Marketing Hermosa Cable Vision and Frontier Internet will jointly market the PeRKInet(R) service. Frontier Internet will market PeRKInet(R) by advertising it to the members of its local Internet Service Provider ("ISP") and other computer users. Hermosa Cable Vision and Frontier Internet shall each pay 50% of the cost of producing any commercials and both parties will need to approve any commercials before final production and airing. Hermosa Cable Vision will allow a flyer to be mailed with the monthly bill to all of its customers announcing the availability of this new service on at least 6 monthly billings in a year. Frontier Internet shall be responsible for providing the flyer to Hermosa Cable Vision but Hermosa Cable Vision will be responsible for the cost of mailing, provided the weight does not exceed one ounce or ...