RIGHT-OF-WAY SUBLEASE AGREEMENT

THIS RIGHT-OF-WAY SUBLEASE AGREEMENT ("Sublease") is made and entered into as of the 6th day of July, 2000 (the "Effective Date"), by and between TISHOMINGO RAILROAD COMPANY, INC., a corporation organized and existing under the laws of the state of Mississippi, with an office at 751 County Road 989, Iuka, Mississippi 38852 ("Tishomingo"), and NORTH AMERICAN INFOTECH, L. L. C., a limited liability company organized and existing under the laws of the State of Delaware, with an office at 751 County Road 989, Iuka, Mississippi 38852 ("NAIT").

RECITALS

WHEREAS, Tishomingo, has been accorded certain rights and privileges with respect to certain property owned by the State of Mississippi, including the right to Sublease to others the State of Mississippi right-of-way constituting the Segment, by the State of Mississippi;

NOW, THEREFORE, in consideration of the foregoing, the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE 1
DEFINED TERMS

In, and for the purposes of, this Agreement, certain terms shall have the meanings assigned to them as follows:

"Additional Documentation" shall have the meaning set forth in Section 3.06.

"Cable" means a fiber optic cable, the optical fibers contained therein and any protective casing, and associated splice connections, splice boxes and vaults to be installed as part of the Project. "Cable" does not include any electronics or optronics necessary to create telecommunications capacity on fibers in a Cable.

"Conduit" shall mean a structure containing one or more Ducts.

"Conduit System" shall mean any system of telecommunications Conduit, including pull boxes, hand holes, manholes, markers and other related facilities, which is to be established in the Segment, and which will be owned by NAIT.

"Conduit System Specifications" means the maps, drawings, plans and specifications for the construction and installation of the Conduit System and related facilities for the Segments, showing, by way of example and not of limitation: (i) the proposed location of all Fiber Optic Facilities, including the Conduit System, and their respective distance from the nearest railroad track; (ii) the number and size of Conduit (s) and Ducts to be installed; and (iii) the total mileage for the Segments. The Conduit System Specifications are set forth in Schedule B hereto.

"Duct" shall mean a single enclosed pipe, raceway or inner-duct suitable for the installation of Cables and shall include pull boxes, hand holes, manholes, markers and other related facilities.

"Equipment Shelter" means any structure utilized to house regeneration, amplification, electronic, optronic or other equipment to be used in connection with the establishment and operation of telecommunications capacity on the Conduit System.

"Fiber Optic" or "Optical Fiber" shall mean a strand of optical wave guide permitting the transmission of communications signals.

"Fiber Optic Facilities" means a fiber optic telecommunications transmission system and certain appurtenant equipment and structures.

"Project" means the totality of the undertakings of the parties under this Agreement.

"Regen Site" means the site of an optical signal device, which regenerates, amplifies or extends optical signals through optical fiber, together with any associated equipment, facilities, and power source, and the Equipment Shelter in which it is housed.

"Segment" means the Railroad right-of-way segments specified in Section 4.01.

ARTICLE 2
TERM

Section 2.01. Initial Term. The initial term of this Sublease (the "Initial Term") shall commence on the Effective Date and shall expire at 11:59p. m. on July 5, 2030.

Section 2.02. Renewals. Provided that (a) NAIT is not in default hereunder, and (b) Tishomingo, upon expiration of the Initial Term or the first Renewal Term, has the right to renew this Sublease or otherwise make available the Segment to NAIT, NAIT shall have the option to renew this Sublease for two (2) five-year terms (the "Renewal Terms" and together with the Initial Term the "Term") commencing on the expiration of the Initial Term and the first Renewal Term. Subject to the provisions of Section 4.02, NAIT's renewal options shall be exercisable by notice given to Tishomingo not more than one (1) year nor less than six (6)months before the expiration of the Initial Term or the first Renewal Term, respectively.

ARTICLE 3
GRANT OF SUBLEASE

Section 3.01. Grant of Sublease. Tishomingo, to the extent its rights, title and interest permit, hereby grants unto NAIT a non-exclusive Sublease permitting NAIT to occupy and use, during the Term, such portions of that section of the State of Mississippi's right-of-way more fully described in Exhibit A hereto (the "Segment"), as is necessary for the purpose of installing, maintaining and operating the Conduit System and any associated equipment subject to the terms and conditions set forth or referenced herein. The parties intend that this Sublease (i) constitutes a Sublease of tangible property for tax purposes and (ii) constitutes a "section 467 rental agreement" within the meaning of section 467 of the Internal Revenue Code of 1986 (the "Code") and the regulations promulgated thereunder.

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