PITS agrees to rent to Customer, and Customer agrees to rent from

PITS, the modem and router equipment (hereafter designated ―Equipment) described above for the term of the Effective Dates of Rental, except as otherwise provided herein. The Customer agrees to use the rental equipment with PITS’s 3G services.

The term of this Agreement begins on the Effective Date, as shown above, and except as otherwise provided herein, will continue until the equipment is returned to PITS as noted in the terms of the effective date and return grace period.

3.1 Rental Charges - Customer agrees to pay rental charges and any other applicable fees IN ADVANCE prior to rental period. A security deposit reserve as noted in Section 3.2 will be required as security for the return of the equipment in good condition. This deposit is not a charge and Customer agrees to provide such deposit by signing this agreement. The customer will pay additional daily rental fee beyond the rental period. Customer’s credit card will also be charged the applicable airtime charges plus surcharges. Until PITS receives the Equipment, the Customer shall remain bound by the obligations of this Agreement.

3.2 Security Deposit/Reserve – A charge for a security deposit/reserve may be placed against the Customer’s credit card, as stated above, on or before the Effective Date. This deposit may be retained by PITS and will be applied against Customer’s account for payment of rent or damages to or loss of the Equipment, or any other payment owed to PITS by Customer. Currently PITS charges THB 2,999.00 for the 3G USB Stick Modem and THB 3,500.00 for the Super 3.5G Router as a security reserve. Once account has been finalized and charges paid, any remaining deposit will be credited back to same credit card.

3.3 Test and/or Repair Charge – If returned equipment appears broken due to Customer misuse, a test and repair charge of up to THB500.00 may be charged for inspection, testing and minor repairs required to return the Equipment to service. This charge will be payable at the end of this Agreement. If the terminal cannot be repaired, the customer will be notified and held responsible for the specified replacement cost of the terminal.

3.4 Other Costs – In addition to the applicable equipment rental charge, the Customer also agrees to pay for any additional equipment selected above. Any and all shipping costs to transport Equipment between the Customer and PITS or its designated storage location(s) are the responsibility of the Customer.

3.5 Connection Quality – Due to the technical nature of data setups and the inherent sophistication of data transmission through a variety of operating systems, PITS cannot guarantee a stable connection at all times. No credit will be given in the event of disputes of this nature. Along with potential incorrect use such as attempted use next to a building or other obstruction, the 3G system has inherent flaws and anomalies that can create loss of connectivity. PITS can provide data setup technical support beyond the normally provided setup instructions at an additional charge. Please consult with a sales representative for more details.

The Customer will exercise due care with and will permit only qualified personnel to use and operate the Equipment. Such use and operation shall be only according to written instructions provided by PITS. Customer will not use or operate the Equipment in any illegal manner or for any illegal purpose nor in violation of any law, ordinance or regulation. The Customer will permit PITS or its Agent to inspect the Equipment during the term of this agreement with any reasonable notification – if said agent determines that equipment has been returned in poor or damaged condition. The customer also permits PITS to charge immediately for any damages to equipment, the charges will include the cost of repair or replacement equipment.

PITS warrants that each item of equipment will be suitable for normal operation and use at the time of delivery. PITS MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, WRITTEN OR ORAL, AS TO ANY MATTER WHATSOEVER. PITS DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

6.1 Ownership - Customer acknowledges that PITS is and shall remain the owner of the Equipment until title is conveyed to the Customer by an attached separate lease/sale or sale agreement. Customer will protect PITS’s ownership rights against claims, liens and other encumbrances by Customer’s creditors or other claimants against Customer. Customer will not remove, obliterate or obscure markings which identify PITS as owner of the Equipment.

6.2 Security Interest - Customer will execute and deliver to PITS documents and forms which are reasonably necessary or desirable to protect PITS’s ownership and interest in the Equipment, including financial statements as specified under the Uniform Commercial Code.

Customer will bear responsibility for all malfunctions, failures, damage to or loss of equipment, except in the case of manufacturing defects and normal wear and tear covered under Section 9. In the event of any such damage or loss, Customer will promptly give PITS notice thereof. Customer will then select one of the following options:

(I) Pay to PITS an amount equal to the Standard Equipment Value or a fraction thereof for the damaged or lost equipment. In such case, the rental charges and other obligations of the Customer shall continue until the payment is made. After payment is made this Agreement will terminate as to the Equipment involved; or

(II) Request that PITS repair or replace the damaged or lost equipment, and pay to PITS the cost of such repair or replacement. In such case, the rental charges and other obligations of the Customer shall continue during the period of repair or until replacement. If PITS is unable to repair or replace the equipment then option (i) shall apply.

PITS will be the exclusive source to maintain the Equipment and will maintain the Equipment in operational condition. Customer will deliver the Equipment to PITS and shall be liable for any loss or damage during transportation. PITS or its agent will return the Equipment to the Customer and shall be liable for any loss or damage during transportation. When available, and as requested by the Customer, maintenance may be effected at the Customer’s location; in which case Customer will pay for the transportation and labor costs of PITS in accordance with the standard rates in effect. Such maintenance will be provided without charge to Customer for malfunctions and failures due to manufacturing defects and normal wear and tear. Malfunction or failure of operation covered by this section will entitle the Customer to a reduction in rental charges on a pro-rated basis for a period commencing on the day the malfunction or failure is reported to PITS in sufficient detail to enable PITS or its agent to commence necessary repairs, and ending on serviceable condition. In no event will PITS be liable for any loss of profits, indirect, consequential or other damages resulting from any failure of the Equipment. The customer will not open the Equipment’s housing, alter or repair or permit the alteration or repair of the Equipment, or make any attachments thereto, without the prior written approval of PITS Whenever Communications Inc.

9.1 Limitation of Liability - In no event will PITS be liable to the Customer for any incidental, indirect or consequential damages, regardless of cause.

9.2 Indemnity -The Customer agrees to protect, indemnify and hold harmless PITS from and against all claims, damages and costs including legal expenses arising out of the Customer’s use of this Equipment.

If Customer fails to perform any obligation specified under this Agreement or otherwise defaults, PITS has the right to terminate this Agreement forthwith by notice to the Customer. Upon such termination, (i) the balance of the Gross Rental Amount will be due and payable immediately, and (ii) PITS has the right, at its discretion, to take possession of and remove the Equipment from service immediately. Any other damages or amount chargeable to the Customer shall be immediately due upon such termination. In addition to failure to perform any obligations as elsewhere stated in this Agreement, the following shall be defaults by the Customer:

1. Issuance of writ, attachment, execution, or similar court process against the Customer or its property.
2. Bankruptcy or any application for reorganization, protection from creditors, insolvency, appointment of a receiver or trustee whether voluntary or involuntary.
3. Termination of the Customer’s business.
4. Any false or misleading representation prior to or during the term of this Agreement.
5. Failure to use the PITS network or to pay communications service invoices on time.
6. Change in management or ownership of the Customer.
7. Any action which jeopardizes PITS’s ownership or agent / partner’s ownership rights or ability to take possession of the Equipment.

This agreement and the rights and obligations created hereunder shall not be reassigned by the Customer without the prior written consent of PITS.

12.1 Early Returns – Under no circumstance will Customer be granted credit for unused time or early return of equipment as it pertains to the effective date of rental.

12.2 Export Regulations - The Customer will not engage in exporting, diverting or re-exporting Equipment in a way inconsistent with Thai export laws.

12.3 Excusable Delays - If PITS’s performance of any obligation hereunder is delayed due to reasons beyond PITS’s reasonable control the time for performance of such obligation will be postponed for a period equal to the number of days of such delay. In no event will PITS be liable for any damages resulting from any delay in the delivery of Equipment or any delay in the performance of maintenance.

12.4 Previous Agreements - This Agreement supersedes all prior and contemporaneous agreements and representations made with respect to the same subject matter, and is the entire Agreement between the parties.

12.5 Severability - In the event that any one or more provisions contained in this Agreement should for any reason be held to be unenforceable in any respect under the laws of Thailand, unenforceability shall not affect any other provisions of this Agreement and this Agreement shall be construed as if such unenforceable provision had not been contained herein.

12.6 Controlling Law - All questions concerning the validity, operation, interpretation and construction of this Agreement will be governed by and determined in accordance with the laws of Thailand.

12.7 Headings - The headings and titles to the section and paragraphs of this Agreement are inserted for convenience only and will not be deemed a part hereof or affecting the construction or interpretation of any provisions hereof.

12.8 Counterparts - This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy hereof.

12.9 Further Assurances - The parties agree to perform all acts and execute all supplementary instruments or documents which may be necessary or desirable to carry out the provisions of this Agreement