VIDEO
      CONTENT
      marketing AGREEMENT

    


    This
      Video Content Marketing Agreement (the "Agreement") is entered into on March
      13
      ,
      2007 as
      of the 1st day of July, 2006 by and between Traffix, Inc., a Delaware
      corporation and its various operating divisions including an internet marketing
      division operated under the name Encyclomedia (“ENCLYCLOMEDIA”), with a
      principal place of business at One Blue Hill Plaza, Pearl River, New York 10965
      (“Licensee") and Madacy Entertainment LP, with an address at 3333 Graham
      Boulevard, Suite 102, Montreal, Quebec, Canada (“Licensor”).

    


    


    
      	
              1.

            	
              DEFINITIONS:

            


    

     

    
      	
               

            	
              (a)

            	
              “Encyclomedia
                Business”
                means the online encyclopedia information business of Encyclomedia.
                For
                greater certainty, the foregoing information business comprises the
                information website(s) containing informative narrative descriptions
                on
                various topics of information with corresponding short clips of related
                video content.

            


    

    


    
      	
              2.

            	
              LICENSOR
                RIGHTS AND OBLIGATIONS.
                Licensor shall:

            


    

    


    
      	 	
              (a)

            	
              provide
                to Licensee the video content (“Content”) as set forth on Schedule A
                annexed hereto in DVD, CD or other mutually acceptable format, along
                with
                all packaging and documentation included with the retail version,
                if any,
                of the Content. If such exists, Licensor shall provide to Licensee
                a
                written transcription of the narrative portion of the Content or
                alternatively, Licensee may transcribe the spoken words or use such
                textual material it elects for use on the Website.
                

            


    

    
      	 	
              (b)

            	
              during
                the Term hereof, continue to make available to Licensee such additional
                new Content as it has available for licensing from time to time.
                The
                parties hereto acknowledge that Licensor is in the business of
                distributing licensed video content to brick-and-mortar retail channels
                and, as a consequence, may not be entitled to include any or all
                additional content to the Content under the present Agreement.
                

            


    

    


    The
      parties hereto acknowledge and agree that Licensor shall be required, from
      time
      to time, to withdraw Content licensed hereunder from the present license due
      to
      the expiry of Licensee’s rights to the Content, the withdrawal or retraction of
      Licensor’s rights to sublicense the Content to Licensee and such other reasons
      as may occur from time to time (which may not include any deliberate prejudicial
      actions by Licensor but may include the commencement of any financial
      obligations of Licensor to a third party for the rights to sublicense to
      Licensee). The parties hereto agree that Licensor shall not be responsible
      for
      any costs, expenses or other damages which Licensee may incur as a result of
      any
      such loss of use of any Content. For greater certainty, Licensee’s sole recourse
      against Licensor hereunder shall be limited to a suspension of Licensee’s
      obligations as set forth under Section 3 below.

    


    
      	
              3.

            	
              LICENSEE RIGHTS
                AND OBLIGATIONS.
                Licensee agrees:

            


    

    


    
      	 	
              (a)

            	
              at
                its sole expense, to use reasonable efforts to display, market and
                advertise the Content on Licensee’s internet-based Website(s). Presently,
                the website is operated under the brand “Encyclomedia,” with a website
                located at www.encyclomedia.com.
                Such marketing services shall be provided by Licensee without fee
                or
                charge to Licensor (ie. all revenue from retail sales, licensing,
                etc.
                resulting from marketing on the Website shall belong exclusively
                to
                Licensor). 

            


    

    
      	 	
              (b)

            	
              to
                provide
                financial compensation to Licensor for the use of the Content reasonably
                comparable to the compensation which Licensee provides to other providers
                of similar video content. The parties hereto acknowledge that Encyclomedia
                is a new venture and Licensor has not yet determined the final basis
                of
                compensation to providers of video content (ie. revenue share of
                advertising revenue, revenue share of all revenue, etc.). The parties
                hereby agree that in the event that Licensee is not providing equal
                or
                equivalent compensation to all licensors of video content, that such
                compensation to Licensor hereunder shall equal the average of the
                compensation provided by Licensee to all of its licensors of video
                content.

            


    

    
      	 	
              (c)

            	
              to
                reimburse Licensor for all direct out-of-pockets costs which Licensor
                incurs in the duplication and delivery of Content to Licensee. The
                parties
                hereto agree that should Licensor have developed a retail product
                incorporating the Content, Licensor shall satisfy its obligations
                hereunder by providing Licensee a retail copy of such product, the
                whole
                without cost to Licensee.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              4.

            	
              LICENSE
                OF CONTENT. During
                the Term, Licensor hereby grants to Licensee a non-exclusive, fully
                paid,
                right and license to use, display and host the Content for use in
                the
                Encyclomedia Business, and all intellectual property rights related
                thereto, to carry out Licensee’s responsibilities herein. Licensee shall
                be entitled to display on the Website(s) any trailers or other video-clips
                owned or controlled by the Licensor with respect to the Content or
                to
                create any montage, collection or short video from the Content which
                Licensee considers appropriate or useful in promoting or otherwise
                illustrating the Content. The foregoing license shall be, where available
                and subject to Licensor’s own rights to the Content, for the entire world.
                Licensee acknowledges that Licensor’s brick-and-mortar business is in
                North America and, consequently, its rights to the Content are normally
                restricted to North America. Licensee further acknowledges that Licensor
                is normally itself a licensee of the Content and, as such, will endeavor
                to obtain the necessary rights from the owner of the Content to permit
                the
                license to the Licensee contemplated
                herein.

            


    

    


    
      	
              5.

            	
              NON-COMPETING
                BUSINESS:
                Licensor agrees that the Content, including the written transcription
                of
                the audio portions, shall not be licensed by Licensor to another
                internet-based website which may provide the same online encyclopedia
                informational services as are being provided by Licensee
                hereunder.

            


    

    


    
      	
              6.

            	
              TERM
                AND TERMINATION. This
                Agreement shall commence on the Effective Date and continue for a
                period
                equal to, and concurrent with, the license term between Licensor
                and
                Licensee with respect to the license of recorded music for online
                digital
                dissemination. 

            


    

    


    
      	
              7.

            	
              REPRESENTATIONS.
                Licensor
                hereby represents and warrants to Licensee that it has full power
                and
                authority to enter into this Agreement and perform its obligations
                herein
                and that it is the owner and/or the licensee of all rights and interests
                in and to the Content. Licensor agrees to exercise reasonable commercial
                efforts to obtain the necessary intellectual property rights to permit
                the
                license of Content contemplated herein. Licensee hereby represents
                and
                warrants to Licensor that it has full power and authority to enter
                into
                this Agreement and perform its obligations
                herein.

            


    

    


    
      	
              8.

            	
              MISCELLANEOUS.
                This
                Agreement is entered into and shall be in-terpreted under and governed
                by
                the laws of the State of New York with respect to state law claims
                and by
                the laws of the United States of America with respect to federal
                law and
                all other juris-dictional claims. The parties expressly agree that
                the
                courts located in New York, New York shall be the exclusive venue
                for any
                action between the parties, whether brought in law, equity or otherwise.
                This Agreement shall be binding on and shall inure to the benefit
                of the
                parties hereto, and their heirs, administrators, successors, and
                assigns.
                This Agreement and the rights and obligations hereunder may be assigned
                by
                either party to any successor in interest to that party or to the
                purchaser of all or substantially all of the assets of that party,
                provided that such successor or purchaser expressly agrees to be
                bound by
                this Agreement and all terms hereof. The parties acknowledge that
                they
                have required that this Agreement and all related documents be prepared
                in
                English. Les parties reconnaissent avoir exigé que la présente convention
                et tous les documents connexes soient rédigés en
                anglais.

            


    

     

    
      
        	 	TRAFFIX,
                INC. (“ENCYCLOMEDIA”)	 	 	MADACY
                ENTERTAINMENT, LP
	 	 	 	 	 
	 	 	 	 	 
	Per:	 /s/ Jeffrey Schwartz	 	Per:	 /s/ Hillel Frankel
	 	
                
Jeffrey
                Schwartz 	 	 	
                
Hillel
                Frankel
	 	CEO	 	 	President