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Amendment 3 to

Network Services Agreement

Entered into on February 3, 2006

Between Franklin County (“The County”) with an office located at 40 East Court Street, Rocky Mount, VA 24151, and B2X Online, Inc., (“B2X”) with an office located at 30 Mill Lane, Salem, VA 24153 a Virginia base corporation.

The agreement as identified above is amended as follows:

Franklin County agrees to pay fifty (50%) percent of the upfront costs for the necessary wireless network infrastructure, with the County’s share of the cost not to exceed $3,000, to be located in the Walnut Run Subdivision of Franklin County. This site is intended to provide high speed wireless internet access to the Walnut Run subdivision and the surrounding area of Franklin County per the original agreement.

In consideration of the above, B2X agrees to negotiate an agreement with the Walnut Run subdivision or other suitable property owner for rights to install the necessary equipment. B2X further agrees to provide such service in the subdivision for a period of not less than 2 years from the date of the initial service offering. Should B2X remove that equipment from Walnut Run and cease offering service at this location for any reason, whether due to B2X’s actions or the action of the property owner, B2X agrees to move the equipment to another area of the County to provide wireless internet service as agreed upon by both B2X and the County and at no further cost to the County.

This amendment shall be valid upon successful execution of an agreement between B2X and the Walnut Run subdivision homeowners association or other suitable property owner.

This amendment shall be subject to all other conditions of the original agreement and shall become a part of the original agreement once executed.

EXECUTION

Franklin County B2X Online, Inc.

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Richard E. Huff, II Danny Kane

County Administrator President

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Date Date

STATE OF Virginia )

COUNTY OF Franklin )

The forgoing instrument was acknowledged before me this ______day of ______, 2007, by Richard E. Huff, II, County Administrator.

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Notary Public

My Commission expires______

STATE OF Virginia )

COUNTY OF Franklin )

The forgoing instrument was acknowledged before me this ______day of ______, 2007, by Danny Kane, President, B2X Online, Inc.

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Notary Public

My Commission expires______

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