other party. Neither party is granted any such right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party or to bind such other party in any manner. No waiver of any provision of this Agreement or any rights or obligations of either party hereunder shall be effective, except pursuant to a written instrument signed by the party or parties waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing. In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. This Agreement was entered into in the State of Florida, and its validity, construction, interpretation, and legal effect shall be governed by the laws and judicial decisions of the State of Florida applicable to contracts entered into and performed entirely within the State of Florida. Neither the Customer nor i-on shall be deemed in default if its performance or obligations hereunder are delayed or become impossible or impractical by reason of any act of God, war, 5 fire, earthquake, labor dispute, sickness, accident, civil commotion, epidemic, act of government or government agency or offices, or any other cause beyond such party's control. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above. CENTRACK INTERNATIONAL, INC. I-ON INTERACTIVE, INC. By: /s/ JOHN J. LOFQUIST By: /s/ ANNA TALERICO ------------------------- ----------------------------- Name: John J. Lofquist Name: Anna Talerico Title: President & CEO Title: Vice President