Digicorp, Inc. - Exhibit 10.2


	 	 	 	 	 	 	 
	 	CONTENT LICENSE AGREEMENT
	 
	 	 	 	 	 	 	 
	 	          THIS AGREEMENT is made as of  this 2nd day of June, 2008 by and among Digicorp, Inc., a corporation organized  under the laws of the State of Delaware, United States of America with offices at 4143 Glencoe Avenue, Unit B,  Marina Del Rey, California 90291, U.S.A.  ("COMPANY") and New China Media LLC, a Florida limited liability company  (a/k/a New China Media Limited) with offices at 400 Alton Road, Penthouse 7,  Miami Beach, Florida 33139 ("NCM");  YGP, LLC, a Florida limited liability company with offices at 4000 Hollywood  Blvd, Suite 485 South, Hollywood, Florida, 33021 ("YGP") and TWK Holdings, LLC with offices at Room 4301, 43/F, Jardine House , One Connaught Place, Central, Hong Kong ("TWK") (NCM, YGP and TWK shall be individually and collectively referred to as "CONTENT PROVIDER") (COMPANY and CONTENT PROVIDER are hereinafter sometimes collectively referred to as the "Parties"). 
	 
	 	 	 	 	 	 	 
	 	W I T N E S S E T H: 
	 
	 	 	 	 	 	 	 
	 	          WHEREAS, COMPANY intends to build  and maintain web sites based in the People’s Republic of China which will  include content provided to COMPANY by third parties for the purpose of  providing information to users of the web site, and providing access to the  products and/or services of such third parties; 
	 
	 	 	 	 	 	 	 
	 	          WHEREAS, CONTENT PROVIDER has  acquired from one or more third parties (individually a "Licensor" and collectively the "Licensors") the right to distribute by  means of the internet certain content described more fully in the attached  Exhibit A (the "Current Content") and intends to acquire from Licensors  in the future the right to distribute by means of the internet additional  content (the "Future Content") (the Current Content and the Future  Content are hereinafter sometimes collectively referred to as the  "Content"); and,
	 
	 	 	 	 	 	 	 
	 	          WHEREAS, COMPANY and CONTENT  PROVIDER wish to distribute the Content through the web sites referred to above. 
	 
	 	 	 	 	 	 	 
	 	          NOW, THEREFORE, in consideration of  the promises and the mutual covenants of this Agreement, the parties hereto  agree as follows:
	 
	 	 	 	 	 	 	 





	 	1.	LICENSE	 
	 	 	 	 	 
	 	 	A.	Subject to the terms and conditions of  this Agreement, CONTENT PROVIDER hereby grants and assigns by means of present  assignment to COMPANY and COMPANY hereby assumes for the Term of this Agreement  (as set forth in paragraph 8, below), CONTENT PROVIDER’S rights and obligations  regarding the Content from Licensors as set forth in Exhibit A with respect to  the right and license for the territory of the People Republic of  China to use, reproduce, distribute, transmit and publicly display the Current  Content and the Future Content by means of the internet in accordance with  Exhibit A and this Agreement.  In this regard, it is specifically understood  and agreed that CONTENT PROVIDER will not during the Term of this Agreement take  any action to exploit or otherwise use, reproduce, distribute, transmit and  publicly display any of the Content via the internet to Universities and College  students in the People’s Republic of China except for the benefit of the  COMPANY.
	 
	 	 	 	 	 	 	 
	 	 	B.	CONTENT PROVIDER further grants to  COMPANY (i) the right to sublicense the Content to COMPANY’S wholly-owned  subsidiaries or to joint ventures in which COMPANY participates for the sole  purpose of using, reproducing, distributing, transmitting and publicly  displaying the Content in accordance with this Agreement; and, (ii) the right,  in COMPANY’S discretion, to use and exploit the Content at one or more other web  sites in addition to or in lieu of the web sites referred to in the recital  above (the web sites referred to above and any other web sites in addition to or  in lieu thereof where COMPANY, its subsidiaries or joint ventures in which it  might participate might use or exploit the Content are hereinafter collectively  referred to as the "Web site").
	 
	 	 	 	 	 	 	 
	 	2.	CONSIDERATION	 
	 	 	 	 	 	 	 
	 	 	A.	 In consideration for the license of  rights granted hereunder in the Current Content, COMPANY hereby agrees to issue to YGP 16,200 shares of its Series A Convertible Preferred Stock for which YGP will pay COMPANY the sum of $1.00 per share or $16,200 in the  aggregate; NCM 3,000 of its Series A Convertible Preferred Stock for which NCM will pay COMPANY the sum of $1.00 per share or $3,000 in the aggregate and TWK 12,000 of its Series A Convertible  Preferred Stock for which TWK will pay COMPANY the sum of $1.00 per share or  $12,000 in the aggregate.  Prior to the  execution hereof, CONTENT PROVIDER has been furnished with a copy of the  Certificate of Designation for the Series A Convertible Preferred Stock and is fully familiar with the terms and conditions thereof.
	 
	 	 	 	 	 	 	 
	 	 	B.	In  addition to the foregoing, and subject to the terms and conditions of the  applicable content agreement with such Licensor, COMPANY agrees to pay directly  to each Licensor from whom CONTENT PROVIDER might obtain Content which CONTENT  PROVIDER licenses to COMPANY pursuant hereto a royalty equal to that royalty  which CONTENT PROVIDER might be obligated to pay to that Licensor with respect  to the use and exploitation of that Content in the manner licensed to and  actually used by COMPANY pursuant hereto provided, however, unless the Parties  might agree in writing to the contrary, in no event will COMPANY be obligated to  pay such Licensor for the use of such Content more than fifty percent (50.0%) of  all revenues generated during the Term of this Agreement from banner advertising  that appears on Web site pages that display that Content or any portion thereof  and with respect to which at least a majority of the content (excluding  advertisements) on such pages is composed of the Content (the "Net Advertising Revenue").
	 
	 	 	 	 	 	 	 
	 	 	C.	Subject to the terms and conditions of  the applicable content agreement with such Licensor, the Net Advertising Revenue  shall be calculated on a quarterly calendar basis (the "Net Advertising Revenue Period") and  shall be payable no later than sixty (60) days after the termination of the  preceding full quarter-annual period, i.e., commencing on the first (1st) day of  January, April, July and October except that the first and last calendar periods  may be "short," depending on the effective date of this Agreement.
	 
	 	 	 	 	 	 	 
	 	 	D.	For each Net Advertising Revenue Period,  COMPANY shall provide the Licensor of such Content with a written statement of  account setting out the actual number of visits to the Web Site during the  applicable Net Advertising Revenue Period. Such statement shall be furnished to  the Licensor of such Content regardless of whether any visits to the Web site  were made during the applicable period.
	 
	 	 	 	 	 	 	 
	 	 	E.	COMPANY’S obligation for the payment of  the Net Advertising Revenue shall survive expiration or termination of this  Agreement and will continue for as long as COMPANY continues to use the Content.
	 
	 	 	 	 	 	 	 
	 	 	F.	For the avoidance of doubt or confusion,  the sole consideration paid or payable to CONTENT PROVIDER pursuant to this  Agreement is that provided for in paragraph 2A hereof and in no event will  CONTENT PROVIDER be entitled to receive any participation in any of the revenues  which COMPANY might derive from the Content.
	 
	 	 	 	 	 	 	 
	 	3.	CONTENT PROVIDER’S RESPONSIBILITIES	 
	 	 	 	 	 	 	 
	 	 	A.	CONTENT PROVIDER will provide to COMPANY  the Content, which will comply with the description attached hereto as Exhibit A.
	 
	 	 	 	 	 	 	 
	 	 	B.	CONTENT PROVIDER will have sole  responsibility for providing, at its expense, the Content to COMPANY. CONTENT  PROVIDER and COMPANY will determine mutually agreeable methods for the  transmission and incorporation of updates to the Content.
	 
	 	 	 	 	 	 	 
	 	4.	RIGHTS OF COMPANY	 
	 	 	 	 	 	 	 
	 	 	A.	Subject to the terms and conditions of  the applicable content agreement with such Licensor, COMPANY may incorporate the Content into certain pages in the Web Site (the "Content Pages") and reasonable excerpts or portions of the Content may be incorporated into the Web site at COMPANY’S  discretion.
	 
	 	 	 	 	 	 	 
	 	 	B.	COMPANY shall have sole control over the  content, composition, and "look and feel" of the Web site, and will have sole  responsibility for providing, hosting and maintaining, at its own expense, the  Web site.
	 
	 	 	 	 	 	 	 
	 	5.	RIGHTS OF CONTENT PROVIDER	 
	 	 	 	 	 	 	 
	 	 	A.	Subject to the terms and conditions of  the applicable content agreement with such Licensor, CONTENT PROVIDER will have  sole control and responsibility over the data and information contained in the  Content.
	 
	 	 	 	 	 	 	 
	 	 	B.	CONTENT PROVIDER will not alter the  Content without COMPANY’S prior written consent; provided, however, that,  subject to the terms and conditions of the applicable content agreement with  such Licensor,CONTENT PROVIDER may promptly and without prior consent of COMPANY  make any changes in the Content to correct errors and the like, or to remove any  defamatory materials or any other materials that CONTENT PROVIDER can  demonstrate are offensive to a reasonable number of users of the Web site.
	 
	 	 	 	 	 	 	 
	 	6.	RECORD INSPECTION, AUDIT AND INCONTESTABILITY PERIOD	 
	 	 	 	 	 	 	 
	 	 	A.	COMPANY will maintain accurate books and  records with respect to the calculation of all payments due under this  Agreement. The Licensors shall have the right, upon reasonable notice, to  inspect COMPANY’S books and records and all other documents and material in  COMPANY’S possession or control with respect to the Content each has or might  license to CONTENT PROVIDER which becomes the subject matter of this Agreement  (and only with respect to Content each has or might license to CONTENT PROVIDER  which become the subject matter hereof).
	 
	 	 	 	 	 	 	 
	 	 	B.	All books and records relative to  COMPANY’S obligations to a particular Licensor hereunder shall be maintained and  made accessible to that Licensor for inspection at a location in Los Angeles,  California for at least twelve (12) months after termination of this Agreement.
	 
	 	 	 	 	 	 	 
	 	 	C.	Each report rendered by COMPANY to a  Licensor hereunder shall become final and incontestable twelve (12) months  following the date COMPANY might render same to that Licensor unless prior to  the expiration of that twelve (12) month period that Licensor provides COMPANY  with a detailed written objection thereto.
	 
	 	 	 	 	 	 	 
	 	7.	OWNERSHIP	 
	 	 	 	 	 	 	 
	 	 	A.	CONTENT PROVIDER, LICENSORS or either of  them, as appropriate, shall retain all worldwide rights, title and interest in  and to the Content (including, but not limited to, ownership of all copyrights  and other intellectual property rights therein), as well as all right, title and  interest in and to their and each of their trademarks, service marks and trade  names, worldwide, including any goodwill associated therewith, subject to the  limited license granted to COMPANY hereunder.
	 
	 	 	 	 	 	 	 
	 	 	B.	COMPANY will retain all worldwide rights,  title, and interest in and to the Web Site (including, but not limited to,  ownership of all copyrights, trademarks, look and feel and other intellectual  property rights therein), as well as all right, title and interest in and to its  trademarks, service marks and trade names worldwide, including any goodwill  associated therewith, subject to the limited license granted to CONTENT PROVIDER  hereunder. Any use of any such trademarks by CONTENT PROVIDER shall inure to the  benefit of COMPANY and CONTENT PROVIDER shall take no action that is  inconsistent with COMPANY’S ownership thereof.
	 
	 	 	 	 	 	 	 
	 	 	C.	Each party hereby grants to the other a  non-exclusive, limited royalty-free license to use its trademarks, service marks  or trade names only as specifically described in this Agreement. All such use  shall be in accordance with each party’s reasonable policies regarding  advertising and trademark usage as established from time to time.
	 
	 	 	 	 	 	 	 
	 	8.	TERM	 
	 	 	 	 	 	 	 
	 	 	A.	This Agreement and the provisions  hereof, except as otherwise provided, shall be in full force and effect  commencing on the date of execution by both Parties and shall extend for an  initial term of two (2) years. This Agreement shall be automatically renewed for  additional extended terms each of two (2) years duration unless either party  notifies the other in writing of its intention not to renew the Agreement, such  notification to be provided at least ninety (90) days prior to the expiration of  the then in-effect term. The initial two (2) year term as it might be extended  herein is referred to herein as the "Term."
	 
	 	 	 	 	 	 	 
	 	 	B.	Notwithstanding anything in the  foregoing paragraph to the contrary, with respect to each item of Current  Content or Future Content the Term during which COMPANY may use and exploit same shall commence on the date hereof and continue for that period of time which is the longer of: (i) two (2) years following the date on which CONTENT PROVIDER might make full delivery of such Content to COMPANY; and (ii) the duration of the term of the license concerning that Content between CONTENT PROVIDER and its Licensor thereof.
	 
	 	 	 	 	 	 	 
	 	9.	TERMINATION	 
	 	 	 	 	 	 	 
	 	 	A.	This Agreement may be terminated by  either party upon thirty (30) days written notice to the other in the event of a  breach of a material provision hereof unless, during that thirty (30) day  period, the party receiving the notice cures the breach.
	 
	 	 	 	 	 	 	 
	 	 	B.	COMPANY may, in its unfettered  discretion, terminate this Agreement at any time after first giving CONTENT  PROVIDER ten (10) days advance notice thereof.
	 
	 	 	 	 	 	 	 
	 	10.	EFFECT OF TERMINATION	 
	 	 	 	 	 	 	 
	 	 	A.	The termination or expiration of this  Agreement will in no way affect COMPANY’S obligation to render reports or pay  sums shown as owing thereon for periods of time prior to the termination or  expiration of this Agreement;.
	 
	 	 	 	 	 	 	 
	 	 	B.	The warranties, representations and  indemnity obligations of this Agreement will survive termination or expiration  of this Agreement.
	 
	 	 	 	 	 	 	 
	 	11.	CONFIDENTIALITY	 
	 	 	 	 	 	 	 
	 	 	A.	"Confidential Information" shall mean  any confidential technical data, trade secret, know-how or other confidential  information disclosed by any party hereunder in writing, orally, by drawing or  otherwise.
	 
	 	 	 	 	 	 	 
	 	 	B.	Notwithstanding the foregoing,  Confidential Information shall not include information which: (i) is known to  the receiving party at the time of disclosure or becomes known to the receiving  party without breach of this Agreement; (ii) is or becomes publicly known  through no wrongful act of the receiving party or any subsidiary of the  receiving party; (iii) is rightfully received from a third party without  restriction on disclosure; (iv) is independently developed by the receiving  party or any of its subsidiaries; (v) is furnished to any third party by the  disclosing party without restriction on its disclosure; (vi) is approved for  release upon a prior written consent of the disclosing party; or, (vii) is  disclosed pursuant to judicial order, requirement of a governmental agency or by  operation of law.
	 
	 	 	 	 	 	 	 
	 	 	C.	The receiving party agrees that it will  not disclose any Confidential Information to any third party and will not use  Confidential Information of the disclosing party for any purpose other than for  the performance of the rights and obligations hereunder during the term of this  Agreement and for a period of three (3) years thereafter, without the prior  written consent of the disclosing party. The receiving party further agrees that  Confidential Information shall remain the sole property of the disclosing party  and that it will take all reasonable precautions to prevent any unauthorized  disclosure of Confidential Information by its employees. No license shall be  granted by the disclosing party to the receiving party with respect to  Confidential Information disclosed hereunder unless otherwise expressly provided  herein.
	 
	 	 	 	 	 	 	 
	 	 	D.	Upon the request of the disclosing party,  the receiving party will promptly return all Confidential Information furnished  hereunder and all copies thereof.
	 
	 	 	 	 	 	 	 
	 	 	E.	The Parties agree that all publicity and  public announcements concerning the formation and existence of this Agreement  shall be jointly planned and coordinated by and among the Parties. Neither party  shall disclose any of the specific terms of this Agreement to any third party  without the prior written consent of the other party, which consent shall not be  withheld unreasonably. Notwithstanding the foregoing, any party may disclose  information concerning this Agreement as required by the rules, orders,  regulations, subpoenas or directives of a court, government or governmental  agency, after giving prior notice to the other party.
	 
	 	 	 	 	 	 	 
	 	 	F.	If a party breaches any of its  obligations with respect to confidentiality and unauthorized use of Confidential  Information hereunder, the non-breaching party shall be entitled to equitable  relief to protect its interest therein, including but not limited to injunctive  relief, as well as money damages notwithstanding anything to the contrary  contained herein.
	 
	 	 	 	 	 	 	 
	 	 	G.	Except as otherwise set forth in this  Agreement, neither party will make any public statement, press release or other  announcement relating to the terms of or existence of this Agreement without the  prior written approval of the other, which approval shall not be unreasonably  withheld.
	 
	 	 	 	 	 	 	 
	 	12.	WARRANTIES AND REPRESENTATIONS	 
	 	 	 	 	 	 	 
	 	 	A.	CONTENT PROVIDER warrants and represents  that	 
	 	 	 	 	 	 	 
	 	 	 	(i)	CONTENT PROVIDER has the full right,  power, legal capacity and authority to enter into this Agreement, to carry out the terms and conditions hereof and to grant to COMPANY the rights, licenses and privileges herein granted to COMPANY.  Except as otherwise provided herein, CONTENT PROVIDER does not need the consent or release of any other person, firm or entity in order for CONTENT PROVIDER to enter into this Agreement and to grant to COMPANY the rights granted  pursuant to this Agreement.
	 
	 	 	 	 	 	 	 
	 	 	 	(ii)	With respect to the Content and each  item thereof, the execution, delivery and performance of this Agreement by  CONTENT PROVIDER shall not violate or contravene any certificate of  incorporation or by-laws of CONTENT PROVIDER or any agreement or other  instrument to which CONTENT PROVIDER is a party.  This Agreement has been duly authorized,  executed and delivered by CONTENT PROVIDER.
	 
	 	 	 	 	 	 	 
	 	 	 	(iii)	With respect to the  Content and each item thereof, neither the Content nor anything contained  therein (including, but not limited to, the title thereof and any music and  sound synchronized therewith), nor any use or distribution or exploitation of  the Content, nor any exercise by COMPANY of any or all of the rights granted to  COMPANY pursuant to this Agreement, nor any materials delivered hereunder shall  at any time during the Term as it might be extended, violate or infringe upon  any right or interest of any person or entity, including, but not limited to,  any copyright, literary right, dramatic right, privacy right, musical right,  publicity right, artistic right, personal right, property right, civil right,  trademark right, trade name, service mark or any other right or interest of any  person or entity.
	 
	 	 	 	 	 	 	 
	 	 	 	(iv)	With respect to the  Content and each item thereof, during the Term as it might be extended, there  shall not be any actual or threatened liens, claims, encumbrances, legal  proceedings, restrictions, agreements or understandings which will conflict or  interfere with, limit, derogate from, or be inconsistent with, or otherwise  affect any of the provisions of this Agreement, any of the representations and  warranties of CONTENT PROVIDER contained herein or the enjoyment by COMPANY of  any or all of the rights granted to COMPANY hereunder.
	 
	 	 	 	 	 	 	 
	 	 	 	(v)	With respect to the  Content and each item thereof, CONTENT PROVIDER owns and controls and shall for  the full Term as it might be extended own and control, any and all rights  necessary to enable CONTENT PROVIDER to grant to COMPANY the rights granted  pursuant to this Agreement and to enable COMPANY to exercise and enjoy the  rights granted to COMPANY pursuant to this Agreement (without COMPANY incurring  any obligation or liability to any person or entity) including, but not limited  to, all performance rights and advertising rights and all other rights granted  to COMPANY hereunder in and to all literary, dramatic, musical and other  material contained in the Content and each item thereof.  With respect to the Content and each item  thereof, CONTENT PROVIDER has secured and obtained, and CONTENT PROVIDER shall  maintain throughout the Term as it might be extended all rights as may be  required for the full and unlimited exercise and enjoyment by COMPANY of each  and all of the rights herein granted to COMPANY.
	 
	 	 	 	 	 	 	 
	 	 	 	(vi)	All obligations and  amounts payable with respect to the Content and each item thereof or with  respect to the production, distribution and exploitation thereof, including, but  not limited to, all salaries, royalties, license fees, laboratory charges, union  obligations and the like, have been and shall be fully paid and satisfied by  CONTENT PROVIDER or third parties.  COMPANY shall have no obligation for past, current or future salaries,  royalties, laboratory charges, or similar payments with respect to the Content  and each item thereof.
	 
	 	 	 	 	 	 	 
	 	 	 	(vii)	The Content and each  item thereof are not in the public domain and are validly copyrighted in the  territories in which CONTENT PROVIDER has licensed COMPANY rights in the  Content.  The Content and each item  thereof will not fall into the public domain anywhere in the territories in  which CONTENT PROVIDER has licensed COMPANY rights in the Content prior to the  expiration of the Term as it might be extended.  Each Program, as delivered, will contain all proper copyright notices  required or permitted under any applicable statute, act or  treaty.
	 
	 	 	 	 	 	 	 
	 	 	 	(viii)	Each CONTENT PROVIDER understands that the  Preferred Shares being acquired by each CONTENT PROVIDER hereunder and any  underlying securities (collectively referred to herein as the "Securities"),  have not been registered under the Securities Act of 1933, as amended (the  "Act"), and are being issued under an exemption from registration provided by  Section 4(2) of the Act.  The Securities  are being acquired by each CONTENT PROVIDER solely for its own account, for  investment purposes only, and have not been acquired with a view to, or in  connection with, any resale, distribution, subdivision or fractionalization  thereof.  Each CONTENT PROVIDER has no  agreement or other arrangement, formal or informal, with any person to sell,  transfer or pledge any part of the Securities.  Each CONTENT PROVIDER understands that CONTENT PROVIDER must bear the  economic risk of the investment for an indefinite period of time because the  Securities cannot be resold or otherwise transferred unless they are  subsequently registered under the Act or an exemption from such registration is  available.
	 
	 	 	 	 	 	 	 
	 	 	 	(ix)	CONTENT PROVIDER’S warranties, representations and agreements are of the  essence of this Agreement and shall survive for the full Term as it might be  extended.  None of CONTENT PROVIDER’S  representations, warranties or agreements shall in any way be limited by reason  of any investigation made by COMPANY of any documents, agreements or other  materials submitted to COMPANY by CONTENT PROVIDER  hereunder.
	 
	 	 	 	 	 	 	 
	 	13.	INDEMNIFICATION	 
	 	 	 	 	 	 	 
	 	 	A.	CONTENT PROVIDER shall, at its sole cost  and expense, indemnify, save and hold harmless COMPANY and its successors,  subdistributors, sublicensees, assigns, agents, representatives and affiliates  from and against any and all claims, demands, causes of action, liability, loss,  damage, cost and expense (including reasonable attorney’s fees and court costs)  incurred or sustained by reason of or arising out of any breach or alleged  breach of any of the warranties, representations or agreements herein made by  CONTENT PROVIDER, or by reason of any action, claim or proceeding related to or  arising out of such breach or alleged breach by CONTENT PROVIDER.  In the event that any person or entity shall  make any claim or institute any suit or proceeding, COMPANY shall notify CONTENT  PROVIDER in writing, and CONTENT PROVIDER must assume, at it own cost and  expense, the defense thereof; provided, however, that COMPANY’S failure to  provide such notice shall not affect this indemnity unless CONTENT PROVIDER has  been materially prejudiced by such failure.  COMPANY may, at its sole discretion, engage its own counsel in connection  with any such suit, claim or proceeding, and the cost thereof (including  reasonable fees and expenses) shall be borne by CONTENT PROVIDER provided that  CONTENT PROVIDER shall in any event fulfill its obligation to undertake  COMPANY’S defense.  The final control and  disposition of any claim, whether by settlement, compromise or otherwise, shall  remain with COMPANY pursuant to the terms of this indemnification  paragraph.  In the event that CONTENT  PROVIDER fails to promptly make any required payment to COMPANY, COMPANY shall  have the right to withhold for its own account any royalties or other monies  payable to CONTENT PROVIDER by COMPANY pursuant to this Agreement or any other  agreement between CONTENT PROVIDER and COMPANY.
	 
	 	 	 	 	 	 	 
	 	 	B.	COMPANY shall, at its sole cost and  expense, indemnify, save and hold harmless CONTENT PROVIDER and its successors,  subdistributors, sublicensees, assigns, agents, representatives and affiliates  from and against any and all claims, demands, causes of action, liability, loss,  damage, cost and expense (including reasonable attorney’s fees and court costs)  incurred or sustained by reason of or arising out of any breach or alleged  breach of any of the warranties, representations or agreements herein made by  COMPANY, or by reason of any action, claim or proceeding related to or arising  out of such breach or alleged breach by COMPANY.  In the event that any person or entity shall  make any claim or institute any suit or proceeding, CONTENT PROVIDER shall  notify COMPANY in writing, and COMPANY must assume, at it own cost and expense,  the defense thereof; provided, however, that CONTENT PROVIDER’S failure to  provide such notice shall not affect this indemnity unless COMPANY has been  materially prejudiced by such failure.   CONTENT PROVIDER may, at its sole discretion, engage its own counsel in  connection with any such suit, claim or proceeding, and the cost thereof  (including reasonable fees and expenses) shall be borne by COMPANY provided that  COMANY shall in any event fulfill its obligation to undertake CONTENT PROVIDER’S  defense.  The final control and  disposition of any claim, whether by settlement, compromise or otherwise, shall  remain with CONTENT PROVIDER pursuant to the terms of this indemnification  paragraph.  In the event that COMPANY  fails to promptly make any required payment to CONTENT PROVIDER, CONTENT  PROVIDER shall have the right to withhold for its own account any royalties or  other monies payable to COMPANY by CONTENT PROVIDER pursuant to this Agreement  or any other agreement between COMPANY and CONTENT PROVIDER.
	 
	 	 	 	 	 	 	 
	 	 	C.	IN NO EVENT WILL CONTENT PROVIDER BE  LIABLE TO COMPANY NOR WILL COMPANY BE LIABLE TO CONTENT PROVIDER FOR ANY  SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF  CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY  HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.  THE LIABILITY OF CONTENT PROVIDER FOR DAMAGES  HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO,  AND SHALL NOT EXCEED $31,200.00.
	 
	 	 	 	 	 	 	 
	 	14.	NOTICE AND PAYMENT	 
	 	 	 	 	 	 	 
	 	 	All notices, requests and other communications hereunder  shall be in writing and shall be delivered by courier or other means of personal  service (including by means of a nationally recognized courier service or  professional messenger service), or sent by telex or telecopy or mailed first  class, postage prepaid, by certified mail, return receipt requested, in all  cases, addressed as indicated in the introductory recital of this  Agreement.  All notices, requests and other communications shall be  deemed given on the date of actual receipt or delivery as evidenced by written  receipt, acknowledgment or other evidence of actual receipt or delivery to the  address specified above. In case of service by telecopy, a copy of such notice  shall be personally delivered or sent by registered or certified mail, in the  manner set forth above, within three (3) business days thereafter. Any party  hereto may from time to time by notice in writing served as set forth above  designate a different address or a different or additional Person to which all  such notices or communications thereafter are to be  given.
	 
	 	 	 	 	 	 	 
	 	15.	GOVERNING LAW AND VENUE	 
	 	 	 	 	 	 	 
	 	 	This Agreement is to be governed by and construed in  accordance with the Laws of the State of California applicable to contracts made and to  be performed wholly within such State, and without regard to the conflicts of  laws principles thereof.  Any suit  brought hereon, whether in contract, tort, equity or otherwise, shall be brought  in the state or federal courts sitting in Los Angeles County, California, the parties hereto hereby waiving  any claim or defense that such forum is not convenient or proper. Each party  hereby agrees that any such court shall have in personam jurisdiction over it,  consents to service of process in any manner prescribed or authorized by  California Law, and agrees that a final judgment in any such action or  proceeding shall be conclusive and may be enforced in other jurisdictions by  suit on the judgment or in any other manner specified by  Law.
	 
	 	 	 	 	 	 	 
	 	16.	ARBITRATION	 
	 	 	 	 	 	 	 
	 	 	Any controversy or claim arising out of or relating to  this Agreement, or any agreements or instruments relating hereto or delivered in  connection herewith or the breach, termination, enforcement, interpretation or  validity thereof, including the determination of the scope or applicablility of  this agreement to arbitrate, will at the request of any party be determined by  arbitration in Los Angeles, California before three (3) arbitrators under the  rules of the JAMS.  Judgment upon the  award rendered by the arbitrators may be entered in any court having  jurisdiction.  The institution and  maintenance of an action for judicial relief in pursuit of a provisional or  ancillary remedy shall not constitute a waiver of the right of any party,  including the plaintiff, to submit the controversy or claim to  arbitration.
	 
	 	 	 	 	 	 	 
	 	17.	ATTORNEYS’ FEES	 
	 	 	 	 	 	 	 
	 	 	In any suit, action, arbitration or other proceeding to  interpret or enforce this Agreement, the prevailing party therein shall, in  addition to any other award of damage or other remedy, be entitled to recover  its reasonable attorneys’ fees and costs.
	 
	 	 	 	 	 	 	 
	 	18.	AGREEMENT BINDING ON SUCCESSORS	 
	 	 	 	 	 	 	 
	 	 	The provisions of this Agreement  shall be binding upon and shall inure to the benefit of the Parties hereto,  their heirs, administrators, successors and assigns.
	 
	 	 	 	 	 	 	 
	 	19.	WAIVER	 
	 	 	 	 	 	 	 
	 	 	No waiver by either party of any  default shall be deemed as a waiver of prior or subsequent default of the same  of other provisions of this Agreement.
	 
	 	 	 	 	 	 	 
	 	20.	SEVERABILITY	 
	 	 	 	 	 	 	 
	 	 	If any term, clause or provision  hereof is held invalid or unenforceable by a court of competent jurisdiction,  such invalidity shall not affect the validity or operation of any other term,  clause o provision and such invalid term, clause or provision shall be deemed  severed from this Agreement.
	 
	 	 	 	 	 	 	 
	 	21.	FURTHER ACTION	 
	 	 	 	 	 	 	 
	 	 	Each  of COMPANY and CONTENT PROVIDER agrees to execute and deliver such other  documents or agreements and take such other action as may be reasonably  necessary or desirable for the implementation of this Agreement and the  consummation of the transactions contemplated hereby.
	 
	 	 	 	 	 	 	 
	 	22.	INTEGRATION	 
	 	 	 	 	 	 	 
	 	 	This Agreement constitutes the  entire understanding of the Parties, and revokes and supersedes all prior  agreements between the Parties and is intended as a final expression of their  Agreement. It shall not be modified or amended except in writing signed by the  Parties hereto and specifically referring to this Agreement. This Agreement  shall take precedence over any other documents which may conflict with this  Agreement.
	 
	 	 	 	 	 	 	 




	 	          IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound  hereby, have each caused to be affixed hereto his or its hand the day indicated.
	 
	 	 	 	 	 	 	 









	 	"CONTENT PROVIDER"	 	"COMPANY"	 
	 	 	 	 	 
	 	New China Media, LLC	 	Digicorp, Inc.	 
	 	 	 	 	 
	 	By /s/ Dennis Pelino   	 	By /s/ Jay Rifkin   	 
	 	Name: Dennis Pelino	 	Name: Jay Rifkin	 
	 	Title: Chairman	 	Title: CEO	 
	 	 	 	 	 
	 	 	 	 	 
	 	"CONTENT  PROVIDER":	 	 	 
	 	 	 	 	 
	 	YGP, LLC	 	 	 
	 	 	 	 	 
	 	By /s/ Dennis Pelino   	 	 	 
	 	Name: Dennis Pelino	 	 	 
	 	Title: Managing Partner	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	"CONTENT  PROVIDER":	 	 	 
	 	 	 	 	 
	 	TWK Holdings,  LLC	 	 	 
	 	 	 	 	 
	 	By /s/ Beh Chong Wah   	 	 	 
	 	Name: Beh Chong Wah	 	 	 
	 	Title: Managing Member	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 





	 	 	 	 	 
	 	 EXHIBIT A

   TO

   CONTENT LICENSE AGREEMENT

   BY AND AMONG

   DIGICORP, INC.

   AND

   NEW CHINA MEDIA, LLC; YGP, LLC and TWK HOLDINGS, LLC

  DATED June 2, 2008 
	 
	 	 	 	 	 
	 	DESCRIPTION OF CONTENT
	 
	 	 	 	 	 
	 	Supply Agreement for Content dated May 31, 2008 among  Yes Television (Hong Kong) Limited, New China Media Limited and Youth Media  "HKG" Limited, a copy of which is annexed hereto.
	 
	 	 	 	 	 
	 	Content derived from AVP, Inc. and other film content on  a non-exclusive basis