Exhibit
        10.1

    

     

    AFFILIATION
      AGREEMENT

    


    THIS
      AFFILIATION AGREEMENT (this “Agreement”),
      made
      as of the 22nd
      day of
      March, 2006 (“Effective
      Date”),
      is by
      and between The TUBE Music Network, Inc., a Florida corporation (the
“Network”),
      and
      Sinclair Television Group, Inc., a Maryland corporation (“Affiliate),
      regarding the television programming service currently known as “The TUBE” (the
“Service”).
      The
      parties hereby mutually agree as follows: 

     

    1.     DEFINITIONS:

     

    In
      addition to any other defined terms in this Agreement, the following terms
      shall
      have the following meanings when used in this Agreement:

     

    “Acquired
      Station”
means
      any Broadcast Television station that is acquired and/or operated by Affiliate
      after the Effective Date. 

     

    “Affiliate
      Advertising Share”
has
      the
      meaning set forth in Exhibit D.
      

     

    “Affiliate
      Launch Date”
means
      the earlier of (i) date on which the Service is initially transmitted by the
      first Station; or (ii) March 31, 2006.

     

    “Affiliate
      Transactional Share”
has
      the
      meaning set forth in Exhibit D.

     

    “Broadcast
      Television”
means
      traditional, free, FCC-licensed, over-the-air broadcast television.


     

    “Costs”
means
      all losses, liabilities, claims, costs, damages and expenses, including fines,
      forfeitures, reasonable attorneys’ fees, disbursements and court or
      administrative costs.

     

    “Cross-Channel
      Promotional Spots”
has
      the
      meaning set forth in Section 8(b).

     

    “Designated
      Market Area”
or
      “DMA”
means
      a
      particular market area or classification to demarcate local television markets
      as defined by Nielsen Media Research, Inc. from time-to-time, or, if DMA falls
      from general or standardized usage, a replacement term to demarcate local
      television markets in a substantially similar manner which shall be determined
      by the parties in good faith.

     

    “Licensed
      Community”
has
      the
      meaning set forth in Section 3(a).

     

    “Local
      Advertising”
has
      the
      meaning set forth in Section 8(c).

     

    “MVPD”
means
      a
      multichannel video program distributor as such term is set forth in 47 C.F.R.
      §76.905(d) of the rules of the Federal Communications Commission (“FCC”).

     

    “Network”
means
      The TUBE Music Network, Inc., or any affiliate or subsidiary of The TUBE Music
      Network, Inc., any successor to The TUBE Music Network, Inc., any entity
      resulting from a merger, acquisition or consolidation by The TUBE Music Network,
      Inc. or any affiliate of The TUBE Music Network, Inc., and any entity resulting
      from a corporate separation, reorganization or restructuring of The TUBE Music
      Network, Inc. or any affiliate of The TUBE Music Network, Inc., or any entity
      controlling, controlled by or under common control with The TUBE Music Network,
      Inc. that, as to any of the foregoing, succeeds The TUBE Music Network, Inc.
      as
      the owner and operator of the Service. For purposes of this definition, the
      term
“control”
means
      the power to direct the management and policies of an entity, directly or
      indirectly, whether through the ownership of voting securities, by contract
      or
      otherwise.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Network’s
      Advertising Revenue”
means
      the gross dollar amount of collections received by Network from the sale by
      Network of commercial advertising time included in the Service, less actual
      agency representative fees and sales commissions (to the extent collections
      do
      not already reflect the deduction of such fees from gross billings by the
      Network). For clarification, Network’s Advertising Revenue shall not include
      Network’s Transactional Revenue.

     

    “Network’s
      Transactional Revenue”
means
      the gross dollar amount of revenue actually received by Network (e.g.,
      net of
      the cost of goods and services and all fulfillment costs associated with the
      sale of such goods and services) from (i) the sale of products and services
      by way of direct response telephone orders from the toll-free number included
      on
      the Service, and (ii) e-commerce sales of products and services on
      Network’s website (i.e.,
      url
      www.thetubetv.com or any replacement or supplemental URL), in all cases,
      originating from within the Zip Codes in the DMA of the Station(s) transmitting
      the Service. 

     

    “Primary
      Feed”
means
      the audio and video presentations of each Station’s primary one-way over-the-air
      television signal (which signal may be in either standard definition or high
      definition television (as such term is defined by the Advanced Television
      Systems Committee) format).

     

    “Service”
means
      the television programming service provided by Network as defined in the
      preamble to this Agreement.

     

    “Station(s)”
means
      a
      Broadcast Television station owned and/or operated by Affiliate and licensed
      by
      the FCC that provides or is capable of providing the Service to the Licensed
      Community that it is licensed to serve.

     

    “TV
      Households”
means
      the number of television households in a given DMA as determined by Nielsen
      Media Research, Inc. (which, as of the date hereof, is published annually by
      Nielsen Media Research, Inc. as the Nielsen Media Research Local Universe
      Estimates (US)) or, if Nielsen Media Research, Inc. ceases to publish the number
      of television households in a DMA, a replacement term to determine the number
      of
      television households in local television markets in a substantially similar
      manner which shall be determined by the parties in good faith.

     

    “Zip
      Code(s)”
means
      a
      specific geographic delivery area defined by the United States Postal Service,
      which consists of a five (5)-digit zip code plus a four (4)-digit add-on
      code.

     

    2.     TERM:

     

    (a)    Initial
      Term.
      Unless
      earlier terminated pursuant to the terms of this Agreement, the “Term”
of
      this
      Agreement shall consist of, collectively, the Initial Term and, if applicable,
      up to two Renewal Terms. The “Initial
      Term”
of
      this
      Agreement shall be for five (5) years, commencing upon the Affiliate Launch
      Date.

     

    
      
        
        

      

      
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    (b)    Renewal
      Terms.
      If this
      Agreement is not terminated earlier in accordance with the terms hereof and
      Affiliate is not in default hereunder, Affiliate shall have the option to renew
      this Agreement for two (2) successive terms of five (5) years each, commencing
      upon the expiration of the Initial Term and the first Renewal Term respectively,
      upon the terms and conditions hereof (each a “Renewal
      Term”)
      upon
      written notice to Network no later than one hundred twenty (120) days prior
      to
      the expiration of the Initial Term and first Renewal Term,
      respectively.

     

    3.     GRANT
      OF
      RIGHTS; ACQUIRED STATIONS:

     

    (a)    Network
      hereby grants to Affiliate the exclusive right via Broadcast Television or
      via
      carriage of a Station by any MVPD serving the pertinent Licensed Community,
      and
      Affiliate hereby accepts such exclusive right and the obligation during the
      Term
      to broadcast the Service (i) over the transmission facilities of each
      Station identified on Exhibit A,
      which
      is licensed by the FCC to serve the community for each such Station (the
“Licensed
      Community”),
      for
      receipt by TV Households in the DMA in which the Licensed Community is located,
      as such DMA is identified on Exhibit A,
      and
      (ii) subject to subparagraph (b) below, over the transmission facilities of
      any
      Acquired Station, except to the extent that, as of the date Affiliate notifies
      Network in writing of the closing of the acquisition of such Acquired Station,
      Network is already committed to provide the Service to another Broadcast
      Television station in the same DMA as the Acquired Station. Except for delays
      resulting directly from the failure of Network to provide the Receiving
      Equipment pursuant to Section 5(b), Affiliate shall launch the Service on each
      Station on or before the Launch Date set forth opposite each Station on
Exhibit
      A.
      Affiliate shall telecast the Service solely from each Station’s origination
      transmitter and antenna for free over-the-air television reception.
      Notwithstanding the foregoing, Affiliate shall have the right to permit, and
      shall use good faith, commercially reasonable efforts to obtain, carriage of
      the
      Service’s signal by MVPDs in the DMA of each Station that transmits the Service,
      which Service signal shall be transmitted by Affiliate together with the Primary
      Feed; provided, however, that Affiliate shall not be in breach of its
      obligations hereunder if, after good faith negotiations, it does not reach
      agreement with any MVPD for the carriage of the Service due to unrelated issues,
      including compensation to be paid to Affiliate for the right to transmit the
      signal of the Station(s), and/or if Affiliate reaches agreement with such MVPD
      for carriage of broadcast streams that do not include the Service. Affiliate
      shall promptly notify Network of any MVPD that has agreed to retransmit the
      Service in the Station’s DMA. In the event Affiliate owns and/or operates more
      than one Station in any single DMA, then Affiliate, at its option, shall have
      the right to determine which of its Stations in such DMA shall broadcast the
      Service; it being understood that Affiliate shall have no obligation to
      broadcast the Service on more than one of its Stations in any particular DMA.
      

     

    (b)    If,
      during the Term hereof, Affiliate acquires an Acquired Station that is
      transmitting the Service in the DMA in which such Acquired Station is located
      at
      the time of such acquisition by Affiliate, then Affiliate shall continue to
      transmit the Service and, as of the effective date of such acquisition, the
      Acquired Station shall become a “Station” hereunder and any existing agreement
      between or among Network and any one or more third parties applicable to such
      Station for the transmission of the Service shall terminate and cease to be
      effective. If, during the Term hereof, Affiliate acquires an Acquired Station
      in
      a DMA that is not at such time under license by Network to a third party for
      transmission of the Service, then Affiliate, by notifying Network within sixty
      (60) days of the date of consummation of the assignment or transfer of the
      FCC
      license of the Acquired Station, may in its sole discretion request that Network
      add such Acquired Station as a “Station” to this Agreement and shall commence
      transmission of the Service within the DMA of such Acquired Station within
      such
      sixty (60) -day period. Upon receipt of such notice by Network, the Acquired
      Station shall be added to this Agreement unless, prior to receipt of Affiliate’s
      add notice, Network has committed to provide the Service to another Broadcast
      Television station or MVPD in the same DMA as the Acquired Station. For purposes
      of clarification, with regard to an Acquired Station in a DMA that is not at
      such time under license by Network to a third party for transmission of the
      Service, if Affiliate does not elect to add such Acquired Station to this
      Agreement within such sixty (60) -day period, then Network shall thereafter
      have
      the right to license the transmission of the Service to another broadcast
      television station or MVPD in such DMA, including on an exclusive
      basis.

     

    
      
        
        

      

      
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    (c)    Except
      as
      expressly provided in Section 3(a) with respect to retransmission of the
      Service by an MVPD in a Station’s DMA, Affiliate shall not have the right
      (i) to subdistribute or otherwise sublicense the Service, or (ii) to
      transmit or otherwise distribute the Service by any technology (other than
      Broadcast Television), or on an interactive, time-delayed, “video-on-demand” or
      similar basis. For purposes hereof, “video-on-demand”
means
      the transmission of a television signal by means of a point-to-point
      distribution system containing audiovisual programming chosen by a viewer for
      reception on a viewer’s television receiver, where the scheduling of the
      exhibition of the programming is not predetermined by the distributor, but
      rather is at the viewer’s discretion.

     

    (d)    Network
      hereby grants Affiliate during the Term a royalty-free, fully paid up,
      non-transferable, non-exclusive license to use the Marks (as that term is
      defined herein) in any advertising and promotional materials undertaken in
      connection with Affiliate’s transmission of the Service, provided that such use
      complies with the terms and conditions of Section 8(e).

     

    (e)    All
      licenses, rights and interest in, to and with respect to the Service, the
      elements and parts thereof, and the media of exhibition not specifically granted
      herein to Affiliate shall be entirely reserved to Network and may be fully
      exploited and utilized by Network without limitation. Provided that Affiliate
      is
      in compliance with its obligations hereunder, including its distribution
      obligations, Network agrees that, during the Term, Network shall not simulcast
      the Service in its entirety, or a substantial portion of the programming on
      the
      Service, over the Internet within the Licensed Community of any Station that
      is
      transmitting the Service pursuant to this Agreement. For purposes of
      clarification, a promotional or marketing “stunt” simulcasting a live or special
      event, or programming designed to increase or improve viewership of the Service
      shall not be prohibited by this Section 3(e).

     

    (f)    Within
      fifteen (15) calendar days of the execution of this Agreement, Affiliate shall
      complete and deliver to Network a notice of launch (in the form attached hereto
      in Exhibit B)
      for
      each Station (“Launch
      Notice”)
      and
      subsequently launch the Service on each Station listed on Exhibit
      A
      no later
      than the Launch Date set forth opposite each Station on Exhibit
      A
      (for
      each Station, the “Launch
      Date”).
      In
      addition, Affiliate shall promptly complete a Launch Notice for any Acquired
      Station that is subsequently added to this Agreement.

     

    
      
        
        

      

      
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    (g)    This
      Agreement shall be subject to any and all bona fide rights, programming,
      scheduling or other restrictions or limitations contained in agreements between
      Network and suppliers (provided that Network has negotiated any such
      restrictions in good faith with such suppliers in arms-length
      transactions).

     

    4.     CONTENT
      OF THE SERVICE:

     

    (a)    Content.
      Throughout the Term, the Service shall be a professionally produced,
      advertiser-supported television service with programming generally consisting
      of
      music videos, related interstitial programming, promotions and commercial
      advertising. Subject to the preceding sentence, the selection, scheduling,
      renewal, substitution and withdrawal of any content on the Service shall at
      all
      times remain within Network’s sole discretion and control.

     

    (b)    Local
      Programming.
      Subject
      to Network’s policies and procedures, Affiliate, at its own cost, shall be
      provided with up to thirty (30) minutes per week on the Service for the
      insertion of locally produced programming that is complimentary to the Service
      and designed specifically to appeal to TV Households in the Licensed Community
      of the Station broadcasting such programming (“Local
      Programming”).
      For
      purposes of clarification, Local Programming may consist of programming produced
      or acquired by Affiliate for broadcast on some or all of the Stations. Affiliate
      acknowledges and agrees that Local Programming shall be broadcast in one block
      of time on the same day and at the same time each week, such day and time to
      be
      selected by Network, in consultation with Affiliate, it being agreed and
      acknowledged, however, that such time period will be between 12:00 p.m. and
      midnight prevailing local time. Local Programming shall not consist of or
      contain (i) programming that has received, or had it been rated would have
      received, an MPAA “X” or “NC-17” rating, or that would otherwise be considered
      obscene, indecent, profane, or excessively violent; or programming that would
      be
      patently offensive as measured by the community standards of the Licensed
      Community in which is displayed; (ii) pay-per-view movies or events;
      (iii) blackouts; (iv) surcharges; (v) promotion or marketing of
“800,” “888,” “900,” or “976” telephone services, or other similar services that
      bill a caller for placing or confirming the call (other than for the telephone
      company’s cost of the call); or (vi) infomercials, home shopping, direct on air
      sales programming or advertising; provided, however, such prohibition is not
      intended to limit sales of products and services directly related to the Network
      (i.e.,
      sales
      of Network merchandise). Affiliate shall be solely responsible for the insertion
      on a timely basis of the Local Programming into the signal of the Service at
      the
      Stations transmitting the Service. The production quality of the Local
      Programming shall be at least comparable to the production quality of the
      Service transmitted by Network.

     

    (c)    Preemption.
      Notwithstanding anything herein to the contrary, Affiliate shall retain the
      right to elect not to transmit any programming on the Service over the broadcast
      facilities of a Station if (i) the transmission of such programming would cause
      such Station to be in default of its contractual obligations with the primary
      television network with which such Station is affiliated with regard to its
      Primary Feed (e.g.,
      ABC,
      CBS, NBC, Fox, WB, CW and UPN) (individually and collectively, “Primary
      Network”),
      (ii)
      Affiliate reasonably believes in good faith that the transmission of such
      programming is contrary to applicable rules and regulations of the FCC and
      that
      such transmission would result in a penalty or forfeiture being imposed by
      the
      FCC on Affiliate or such Station (subsection (ii) hereof, an “FCC
      Preemption”),
      or
      (iii) as a result of an unexpected failure of equipment used by such
      Station in the transmission of its Primary Feed, the equipment that normally
      would be used by such Station to transmit the Service must be utilized
      temporarily in connection with the transmission of its Primary Feed, provided
      that in each case (A) Affiliate notifies Network either before or, if prior
      notification is impossible, as soon as reasonably practicable after Affiliate
      exercises such right, (B) Affiliate does not exercise such right in a
      manner intended to frustrate its obligations or Network’s rights hereunder,
      (C) such preemption is limited to the greatest extent possible, (D)
      Affiliate does not exercise such right arbitrarily, or as a consequence of
      a
      dispute with Network, and (E) Affiliate uses commercially reasonable
      efforts to remedy the cause of such preemption as soon as commercially
      practicable.

     

    
      
        
        

      

      
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    (d)    Children’s
      Programming.
      

     

    (i)    Network
      will provide as part of the Service an amount of core educational and
      informational children’s programming as defined by FCC rules, including 47
      C.F.R. §73.671, as the same may be amended from time to time (“Core
      Children’s Programming”)
      sufficient to satisfy the minimum Core Children’s Programming hours required to
      meet the FCC’s benchmark for such programming incurred by Affiliate as a result
      of the broadcast by the Stations of the Service on each such Station’s free,
      over-the-air, multicast feed, if and solely to the extent required by applicable
      FCC rules and regulations. Provided Network has been granted the rights to
      broadcast the Core Children’s Programming on a Station’s Primary Feed by all
      pertinent programming providers and Network may exercise such rights at no
      additional cost or expense to Network, Affiliate may simulcast or rebroadcast
      the Core Children’s Programming on the pertinent Station’s Primary Feed. In
      addition, Affiliate agrees to notify Network in the event Affiliate elects
      to
      meet the Core Children’s Programming requirements resulting from its Stations’
free, over-the-air multicast feeds on a single free, over-the-air multicast
      feed
      in which case Network’s obligations shall thereafter cease.

    


    (ii)    Network
      represents and warrants that if it supplies to Affiliate any programming
      produced primarily for children 12 years old or younger, such programming shall
      comply with the FCC’s commercial limits, including 47 C.F.R. §73.670, as the
      same may be amended from time to time, including limits on the amount of
      commercial matter and the prohibition on certain commercial matter in both
      the
      program material and commercial material, provided that each Station passes
      through such programming without alteration. 

    


    (iii)    At
      the
      end of each calendar quarter, Network will provide to Affiliate a certification
      indicating the amount of Core Children’s Programming made available to Affiliate
      during the quarter and certifying that any programming produced primarily for
      children 12 years old or younger, as provided by Network, complied with the
      FCC’s rules on commercial limits. 

    


    (e)    Advertising.
      Except
      for the Local Advertising, Network shall have the exclusive right and authority
      to sell all of the advertising on the Service and shall share a portion of
      Network’s Advertising Revenue generated from such sales with Affiliate in
      accordance with the terms of this Agreement.

     

    
      
        
        

      

      
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    (f)    Program
      Service Information.
      Network
      must provide to a reputable program information services entity a program
      schedule for the Service.

     

    (g)    Closed
      Captioning.
      Network
      shall provide closed captioning for the Service if and solely to the extent
      required by applicable FCC rules and regulations.

     

    5.    DELIVERY
      AND DISTRIBUTION OF THE SERVICE:

     

    (a)    During
      the Term, Network, at its expense, shall deliver a 24 hours per day, 7 days
      per
      week signal of the Service by transmitting it via AMC-3 or another domestic
      satellite commonly used for transmission of television programming. The signal
      of the Service, including any program-related data and enhancements, shall
      be
      contained in no more than a 2.0 megabits-per-second (“mbps”)
      stream
      of data within a six (6)-megahertz band and shall consist of a resolution of
      no
      less than 480i to be considered a “good quality signal” in accordance with
      industry standards.

     

    (b)    Exhibit C
      sets
      forth the specific equipment necessary for each Station to receive the signal
      of
      the Service (the “Receiving
      Equipment”).
      Network shall furnish, at its expense, the Receiving Equipment to each Station
      that transmits the Service, provided that the Receiving Equipment for all of
      the
      Stations initially listed on Exhibit
      A
      shall
      not exceed fifteen thousand dollars ($15,000.00) per individual Station (the
      “Station
      Reimbursement Cap”)
      or two
      hundred ninety thousand dollars ($290,000), in the aggregate, for all Stations.
      In the event that the cost of the Receiving Equipment for any individual Station
      exceeds, in the aggregate, the Station Reimbursement Cap, Network may, in its
      sole discretion, elect to pay all costs to purchase such equipment. If Network
      chooses not to purchase such equipment, then Affiliate may elect to pay all
      costs exceeding the Station Reimbursement Cap for such Station, in which case
      Network shall remain responsible for the cost of such equipment up to the
      Station Reimbursement Cap. If Network chooses not to purchase such equipment
      and
      Affiliate elects not to pay all costs exceeding the Station Reimbursement Cap
      for such Station, the pertinent Station shall be deleted from this Agreement
      and
      Network shall thereafter have the right to license the transmission of the
      Service to another broadcast television station or MVPD in such DMA, including
      on an exclusive basis. Affiliate, at its expense, shall furnish all other
      equipment and facilities necessary for the receipt of the satellite transmission
      of the signal of the Service and the delivery of such signal to those TV
      Households in each Station’s DMA which are capable of receiving such Station’s
      broadcast signal. Affiliate shall cause each of the Stations to maintain the
      Receiving Equipment in good working condition, at Network’s sole cost, as
      necessary and appropriate to maintain the ability of the Receiving Equipment
      to
      receive the signal of the Service without interruption during the
      Term.

     

    (c)    Subject
      to paragraph (d) below, each Station transmitting the Service shall transmit
      a
      principal video and audio signal of the Service of a technical quality at least
      comparable to the lower of the quality of the Primary Feed or the quality of
      any
      other multicast feed transmitted by such Station, but in no event shall such
      Station be required to deliver a signal of a technical quality higher than
      the
      technical quality of the video and audio signal of the Service as delivered
      by
      Network hereunder.

     

    (d)    Each
      Station shall provide Network with 2.0 mbps to transmit the Service on a
      full-time basis 24 hours per day, 7 days per week; provided that, each Station
      shall have the right to remodulate and/or reduce the bit rate of the signal
      of
      the Service as long as such technological manipulation does not degrade or
      adversely interfere with the audio or video Signal of the Service in a manner
      perceptible by the average Service viewer and/or to the extent reasonably
      necessary to comply with contractual obligations with the pertinent Primary
      Network; provided that in each case (i) Affiliate notifies Network either
      before or, if prior notification is impossible, as soon as reasonably
      practicable after Affiliate exercises such right (provided that failure to
      provide such notice shall not be a breach of this Agreement),
      (ii) Affiliate does not exercise such right in a manner intended to
      frustrate its obligations or Network’s rights hereunder, (iii) the exercise of
      such right is limited to the greatest extent possible, (iv) Affiliate does
      not
      exercise such right arbitrarily, or as a consequence of a dispute with Network,
      and (v) Affiliate uses commercially reasonable efforts to restore the signal
      to
      its original state as soon as commercially practicable. Except for a Station’s
      Local Advertising Time and Local Programming, each Station shall transmit the
      Service without alteration, editing or delay. Except as expressly provided
      herein, at no time during the Term may Affiliate cease to transmit the Service
      as provided herein.

     

    
      
        
        

      

      
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    (e)    Network
      retains and reserves any and all rights in and to all signal distribution
      capacity contained within the bandwidth of the signal of the Service, including
      the program and system information protocol, audio subcarriers and all other
      distribution capacity contained within the bandwidth of the signal of the
      Service between Network’s uplink facilities and each Station’s downlink
      facility(ies). In addition, Network shall have the right to use, and Affiliate
      shall transmit, those portions of the Service signal that are directly related
      to and enhance the Service programming.

     

    (f)    Affiliate
      shall use reasonable efforts to require any MVPD in the DMA that is transmitting
      the signal of the Service to make the Service available on such MVPD’s most
      highly penetrated level of digital service.

     

    (g)    Except
      as
      otherwise permitted herein, Affiliate shall not itself, and shall not authorize
      others to, tape or otherwise reproduce any part of the Service without Network’s
      prior written consent. Affiliate and each Station shall take the same security
      measures, if any, to prevent the unauthorized or otherwise unlawful copying
      or
      taping of the Service (or any portion thereof) by others as it takes to protect
      any other multicast feed transmitted by such Station. The foregoing shall not
      be
      deemed to prohibit home taping by anyone viewing the Service for private,
      non-commercial use; provided, however, that Affiliate shall not promote home
      taping of the Service.

     

    (h)    Each
      Station that transmits the Service may superimpose over the programming on
      the
      Service, at the top of the hour, a transparent station identification “bug” on
      the viewing screen of the Service identifying the call letters and city of
      license of such Station in accordance with applicable federal law; provided
      that
      the size, form and placement of such “bug” shall be mutually agreed upon by
      Network and Affiliate prior to such superimposition, and such “bug” does not
      materially interfere with any graphics or other data on the
      Service.

     

    (i)    Notwithstanding
      anything to the contrary contained herein, subject to material compliance with
      all rules and regulations of the FCC and the licenses and permits, including
      any
      special temporary authority, issued by the FCC concerning the pertinent Station,
      Affiliate shall determine, in its sole discretion, the power level at which
      each
      Station’s digital signal will be broadcast.

    


    
      
        
        

      

      
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    6.    NO
      FEES; REVENUE SHARE:

     

    (a)    Neither
      Affiliate nor any Station shall pay any fees to Network for any rights granted
      under this Agreement.

     

    (b)    In
      consideration of the terms and conditions set forth herein, Network shall pay
      Affiliate (i) the Affiliate Advertising Share, and (ii) the Affiliate
      Transactional Share, each as provided in Exhibit D.

     

    7.    REPORTS;
      AUDITS:
      

     

    (a)    No
      later
      than thirty (30) days following each calendar quarter during the Term, Affiliate
      shall provide Network with (i) a list of all MVPDs then retransmitting the
      Service in the DMA of each Station; and (ii) if available from each such MVPD,
      a
      report supplied by each such MVPD stating the number of cable television
      households that receive the Service from such MVPD in the DMA of a Station
      on
      average over such quarter or, if not available, Affiliate’s best estimate of
      such information (together, the “Reports”).
      

     

    (b)    Network
      shall submit to Affiliate, within fifteen (15) days of the receipt by Network
      of
      the Reports, a statement reporting for such calendar quarter the following
      information: (i) Network’s Advertising Revenue, (ii) the Affiliate
      Advertising Share, (iii) Network’s Transactional Revenue, and (iv) the
      Affiliate Transactional Share.

     

    (c)    Affiliate
      shall submit to Network, within forty-five (45) days of the end of each calendar
      quarter, a report setting forth the date and time each Cross-Channel Promotional
      Spot aired on the Primary Feed; provided, that Affiliate shall be provided
      with
      notice and have an opportunity to cure any breach of this
      obligation.

     

    (d)    Audit.

     

    (i)    During
      the Term and for one (1) year thereafter, Network shall maintain accurate and
      complete books and records in accordance with generally accepted accounting
      principles and practices that shall contain sufficient information to enable
      an
      auditor to verify, for the period under audit, Network’s Advertising Revenue,
      Network’s Transactional Revenue, the Affiliate Advertising Share, the Affiliate
      Transactional Share and the accuracy of the amounts paid by Network to Affiliate
      hereunder (collectively, the “Revenue
      Share Records”).
      Upon
      not less than thirty (30) days’ prior written notice and not more than once in
      any calendar year, Affiliate shall have the right, at its sole cost and expense,
      during the Term and for one (1) year thereafter, to examine during normal
      business hours the books and records of Network for up to the prior calendar
      year and the then-current calendar year solely to the extent necessary to verify
      the Revenue Share Records. 

    


    (ii)    Any
      audit
      conducted pursuant to this Section 7(d) shall be conducted by an
      independent public accounting firm or an independent auditing firm designated
      by
      Affiliate which shall not be the accounting or auditing firm retained by
      Affiliate to complete its company wide audit (“Auditor”).
      Any
      such audit shall be subject to the confidentiality provisions of
      Section 12, and the Auditor shall execute, in advance, a confidentiality
      agreement that obligates it to maintain the confidentiality of the terms of
      this
      Agreement and the information acquired during the course of the
      audit.

     

    
      
        
        

      

      
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    (iii)    If,
      as a
      result of an audit conducted pursuant to this Section 7(d), the Auditor
      determines that Network has fully complied with its obligations pertaining
      to
      the Revenue Share Records provided by Network hereunder, then the Auditor shall
      promptly provide written notice to the parties stating only that Network has
      so
      complied. If, as a result of an audit, the Auditor determines that Network
      has
      failed to comply with its obligations pertaining to the Revenue Share Records,
      and which has caused an underpayment to Affiliate of greater than two percent
      (2%) of the aggregate monies otherwise due Affiliate hereunder, then the Auditor
      shall promptly commence good faith discussions with Network regarding such
      non-compliance. If, after such good faith discussions, the Auditor concludes
      that Network has in fact complied with its obligations hereunder, then the
      Auditor shall promptly provide written notice to the parties stating only that
      Network has complied. In the event that after such good faith discussions,
      the
      Auditor concludes that Network has not complied with its obligations pertaining
      to the Revenue Share Records provided by Network hereunder, then, Network shall
      have the option, at Network’s sole election (to be exercised by giving written
      notice of its election to Affiliate within ten (10) business days following
      the
      Auditor’s conclusion), to either (A) comply with its obligations hereunder
      or (B) authorize the Auditor to provide to Affiliate only that limited
      information acquired during the course of the audit as is necessary for
      Affiliate to pursue its claim or claims related to Network’s non-compliance with
      its obligations pertaining to the Revenue Share Records provided by Network
      hereunder. Under no circumstances, other than the limited circumstance set
      forth
      in clause (B) above, shall any information acquired during the course of the
      audit be disclosed to Affiliate by the Auditor. Both Network and Affiliate
      shall
      use good faith efforts to resolve any claim or claims arising from an audit
      conducted pursuant to this Section 7(d). Nothing herein shall prevent
      Affiliate from exercising rights, if any, to receive full and complete financial
      information regarding the Network in the event that Affiliate has a seat on
      Network’s Board of Directors or is an equity holder of The Tube Media Corp. and
      such rights are granted to other members of Network’s Board of Directors and/or
      equity holders in The Tube Media Corp.

    


    (iv)    Any
      claim
      by Affiliate with respect to amounts owing by Network must be made within the
      earlier of three (3) months after the Auditor provides Affiliate the results
      of
      the audit, or twelve (12) months after the close of the earliest month that
      is
      the subject of a claim, or Affiliate will be deemed to have waived its right,
      whether known or unknown, to collect any shortfalls from Network for the
      period(s) audited.

    


    
      
        
        

      

      
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    8.    PROMOTION;
      AFFILIATE ADVERTISING:
      

     

    (a)    Affiliate
      shall use commercially reasonable efforts to have the Service listed in local
      print and on-screen guides. Additionally, Affiliate will provide a link to
      Network’s website (i.e.,
      url
      www.thetubetv.com or any replacement or supplemental URL) on the websites of
      each of the Stations.

     

    (b)    Each
      Station shall broadcast at least ten (10) thirty-second (0:30) cross-channel
      promotions per week on the Primary Feed promoting Network and the Service
      (“Cross-Channel
      Promotional Spots”).
      Network shall have responsibility to produce and deliver the Cross-Channel
      Promotional Spots to each Station at least two (2) weeks prior to the air date
      in a useable format and broadcast-ready state. The Cross-Channel Promotional
      Spots shall be broadcast by each Station in a run-of-schedule
      rotation.

     

    (c)    Network
      shall provide to each Station that transmits the Service for local advertising
      sales or promotion one (1) minute of commercial announcement time per hour
      (“Local
      Advertising”).
      Affiliate shall have the right to retain for itself all the proceeds derived
      from the sale of Local Advertising. Affiliate’s and each Station’s use of Local
      Advertising shall be subject to Network’s then-current standard advertising
      guidelines, provided that such guidelines are reasonably communicated to
      Affiliate in advance of the sale by Affiliate or a Station of Local Advertising.
      Without limiting the foregoing, neither Affiliate nor any Station shall use
      the
      Local Advertising for advertising or promotion (i) for any direct competitor
      of
      Network, or (ii) for any product or services competitive with any advertiser
      that has been granted exclusivity by Network (“Exclusive
      Advertiser”);
      provided, however, that with respect to Network’s right to grant exclusivities
      to Exclusive Advertisers, such exclusivities shall be limited at any one (1)
      time to no more than two (2) exclusive advertising categories (e.g.,
      soft
      drinks, beer/malt beverages, credit cards, athletic shoes) and shall apply
      only
      during time periods during which advertisements for such Exclusive Advertisers
      are being broadcast. Network’s initial notification to Affiliate of exclusive
      advertising categories shall be effective until Network gives Affiliate a later
      notice that changes such categories; provided, however, that Network may change
      such exclusive advertising categories no more frequently than once every
      calendar year by providing Affiliate with at least sixty (60) days’ notice of
      such change. In the event Network, in its sole but reasonable discretion, deems
      any Local Advertising to be with a direct competitor of Network or for a product
      or service that is competitive with an Exclusive Advertiser, Network shall
      notify Affiliate of same, and Affiliate shall immediately cease such advertising
      or promotion. Affiliate shall be solely responsible for all Local Advertising
      and all liabilities associated therewith, including insertion, trafficking,
      billing and collection activities relating to the Local Advertising and for
      the
      content of the material inserted into the Local Advertising. Network shall
      properly “tone-switch,” using industry-recognized equipment, via audible or
      inaudible signals, all commercial announcement minutes to enable each Station
      to
      insert its Local Advertising. 

     

    (d)    Network,
      from time to time, may undertake marketing tests and surveys, rating polls
      and
      other research in connection with the Service.

     

    (e)    Affiliate
      acknowledges that the name and mark “The
      TUBE”
(and
      the names of certain programs that appear in the Service and any subsequently
      selected names or marks for the Service and accompanying websites)
      (collectively, the “Marks”)
      are
      the exclusive property of Network and its suppliers and that Affiliate has
      not
      and will not acquire any proprietary rights therein by reason of this Agreement.
      Affiliate shall not directly or indirectly question, attack, contest or in
      any
      other manner impugn the validity of the Marks or Network’s rights in and to the
      Marks. Affiliate shall at no time adopt or use, without Network’s prior written
      consent, any variation of the Marks or any word or mark likely to be similar
      to
      or confused with the Marks. Any and all goodwill arising from Affiliate’s use of
      the Marks shall inure solely to the benefit of Network. Affiliate shall submit
      to Network for prior written approval any of Affiliate’s promotional materials
      mentioning or using the Marks and publicity about Network or the products or
      programming included in the Service (other than materials provided by Network
      to
      Affiliate, if any). Uses of the Marks in routine promotional materials such
      as
      program guides and program listings, once approved by Network, shall be deemed
      approved for all subsequent uses unless Network specifically notifies Affiliate
      to the contrary.

     

    
      
        
        

      

      
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    9.    WARRANTIES
      AND INDEMNITIES:

     

    (a)    Network
      and Affiliate each represents and warrants to the other that (i) it is duly
      organized, validly existing and in good standing under the laws of the state
      under which it is organized; (ii) it has the power and authority to enter
      into this Agreement and to perform fully its obligations hereunder;
      (iii) except for contractual obligations with the Primary Network, if any,
      it is under no contractual or other legal obligation that shall in any way
      interfere with its full, prompt and complete performance hereunder;
      (iv) the individual executing this Agreement on its behalf has the
      authority to do so; and (v) the obligations created by this Agreement,
      insofar as they purport to be binding on it, constitute legal, valid and binding
      obligations enforceable in accordance with their terms.

     

    (b)    Network
      further represents and warrants to Affiliate that Network holds or will hold
      all
      necessary rights and licenses (including music performance rights) in and to
      the
      materials transmitted to Affiliate as part of the Service and such rights and
      licenses are sufficient to permit the transmission of the Service in the DMA
      of
      each of the Stations without infringing the copyright or other intellectual
      property rights of any person, provided that Affiliate and each Station have
      transmitted the Service in accordance with the rights granted to Affiliate
      pursuant to this Agreement.

     

    (c)    Affiliate
      further represents, warrants and covenants to Network (i) that it has the power
      and authority to cause each Station, including any Acquired Station, to perform
      fully its obligations hereunder; and (ii) that it holds and will continue to
      hold all necessary rights and licenses (including music performance rights)
      in
      and to the Local Programming and Local Advertising and such rights and licenses
      are sufficient to permit the transmission of the Local Programming and Local
      Advertising in the DMA of each of the Stations without infringing the copyright
      or other intellectual property rights of any person

     

    (d)    Affiliate
      and Network shall each indemnify, defend and forever hold harmless the other,
      the other’s affiliated companies and each of the other’s (and the other’s
      affiliated companies’) respective present and former officers, shareholders,
      directors, consultants, employees, partners and agents (“Network
      Indemnitees”
and
      “Affiliate
      Indemnitees,”
      respectively), against and from any and all Costs incurred as a result of
      third-party claims arising out of any breach of any term of this Agreement
      or
      any warranty, covenant or representation contained herein.

     

    
      
        
        

      

      
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    (e)    Without
      limiting Section 9(d), Network shall indemnify, defend and forever hold
      harmless the Affiliate Indemnitees from and against any and all Costs arising
      directly or indirectly out of third-party claims that (i) the transmission
      by
      Affiliate of the Service in the DMA of any of the Stations infringes the
      copyright or other intellectual property rights of any person but only if
      Affiliate and each Station have transmitted the Service in accordance with
      the
      rights granted to Affiliate pursuant to this Agreement; and (ii) the content
      of
      the Service or any other promotional material provided by Network to Affiliate
      (including the Cross-Channel Promotional Spots), as furnished by Network and
      transmitted by Affiliate and each Station in accordance with this Agreement
      (i.e.,
      not
      based upon any deletions, modifications or additions by Affiliate or any
      Station), is indecent, obscene, libelous, or slanderous, or violates any right
      of privacy or publicity, copyright, trademark or any other proprietary,
      literary, or dramatic right of any person. Affiliate shall, to like extent,
      indemnify, defend and forever hold harmless the Network Indemnitees for Costs
      arising directly or indirectly out of third-party claims (A) that the operation
      of one or more of the Stations or manner of transmission of the Service
      infringes on the patent or other intellectual property rights of another person;
      (B) relating to any deletion or addition of content, programming or other
      material by Affiliate to the Service, including the Local Advertising and Local
      Programming; and (C) relating to any contest, sweepstakes or other promotion
      conducted by Affiliate in connection with Network and/or the
      Service.

     

    (f)    A
      party
      claiming indemnity under this Section 9 must give the indemnifying party prompt
      notice of any claim, and the indemnifying party shall have the right to assume
      the full defense of any claims to which its indemnity applies. The indemnified
      party, at the indemnifying party’s cost, will cooperate fully with the
      indemnifying party in such defense of any such claim. If the indemnified party
      compromises or settles any such claim without the prior written consent of
      the
      indemnifying party, then the indemnifying party shall be released from its
      indemnity obligations with respect to the claim so settled. 

     

    (g)    The
      representations, warranties and indemnities contained in this Section 9
      shall continue throughout the Term and the indemnities shall survive the
      termination of this Agreement, regardless of the reason for such
      termination.

     

    (h)    Network
      has procured, and shall maintain during the Term, at its sole
      expense, Commercial General Liability insurance at liability limits of not
      less than $1,000,000 each occurrence and $2,000,000 in the aggregate, and an
      umbrella insurance policy at liability limits of not less than $5,000,000 in
      the
      aggregate. Additionally, Network will procure on or before the Affiliate Launch
      Date, and shall maintain during the Term, at its sole expense, Errors and
      Omissions insurance that covers Network’s media activities at a liability limit
      of $1,000,000 in any one (1) policy period.

     

    10.    EARLY
      TERMINATION RIGHTS:

     

    (a)     Affiliate
      shall have the option to terminate this Agreement as of March 31, 2007, with
      no
      liability associated therefor, upon written notice to Network no later than
      December 31, 2006; provided that if Affiliate elects to terminate this Agreement
      pursuant to this Section 10(a), then Affiliate’s exclusivity with regard to the
      distribution of the Service shall terminate on February 1, 2007 and Affiliate
      shall, on or before April 30, 2007, return to Network all Receiving Equipment
      paid for by Network pursuant to Section 5(b) herein.

     

    
      
        
        

      

      
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    (b)    Network
      may, by providing Affiliate with thirty (30) days’ prior notice, terminate this
      Agreement if Affiliate is in material breach of this Agreement, provided that
      Affiliate shall have thirty (30) days from Network’s notice of such breach to
      cure such breach; provided further, that if Affiliate is diligently pursuing
      a
      cure of such breach and such breach cannot reasonably be cured within a thirty
      (30)-day cure period, then, provided Affiliate continues to diligently pursue
      a
      cure, the cure period shall automatically be extended for an additional sixty
      (60) days; provided, however, if such breach is confined to a single breach
      by a
      Station or two (2) Stations during the Term, then Network shall have the right
      to terminate this Agreement only as to such Station or Stations and if such
      breach occurs in connection with three (3) or more Stations and/or a Station
      breaches the Agreement on two (2) or more occasions, in each case at any time
      during the Term, regardless of whether any such breaches occur simultaneously
      (i.e.,
      each
      breach is counted separately regardless of when such breach occurs), then
      Network, at its option, shall have the right to terminate this Agreement in
      its
      entirety or only as to such breaching Station or Stations. Network retains
      the
      right at all times during the Term to discontinue its distribution of the
      Service in its entirety and to terminate this Agreement on at least ninety
      (90)
      days’ prior notice without any liability therefor to Affiliate. In the event
      that a Station initially listed on Exhibit
      A
      does not
      launch the Service by the Launch Date as required by Section 3(f), Network
      shall
      have the right to terminate this Agreement only as to such Station, but if
      three
      (3) or more Stations initially listed on Exhibit
      A
      do not
      launch the Service by the pertinent Launch Date for each such Station as
      required by Section 3(f), Network, at its option, shall have the right to
      terminate this Agreement in its entirety or only as to such Station or Stations,
      subject in each case to the thirty (30) day right to cure set forth above.
      In
      addition, in the event that any Station, for any reason other than as a result
      of an FCC Preemption, preempts more than (i) two (2) consecutive hours of
      Service programming, (ii) more than four (4) hours of Service programming in
      the
      aggregate in any consecutive sixty (60)-day period, and/or (iii) more than
      ten
      (10) hours of
      Service programming in the aggregate in any consecutive twelve (12)-month
      period, Network, at its option, shall have the right to terminate this Agreement
      only as to such Station, but if three (3) or more Stations preempt programming
      in amounts described in (i), (ii) or (iii) above and/or a Station preempts
      programming in amounts described in (i), (ii) or (iii) above on three (3) or
      more occasions, in each case at any time during the Term, regardless of whether
      such preemptions are simultaneous among the Stations (i.e.,
      each
      preemption is counted separately regardless of when such preemption occurs),
      Network, at its option, shall have the right to terminate this Agreement in
      its
      entirety or only as to such Stations. If contractual obligations with the
      Primary Network interfere in any way with Affiliate’s full, prompt and complete
      performance hereunder (including Affiliate’s exercise of its right to remodulate
      and/or reduce the bit rate of the signal of the Service pursuant to Section
      5(d)
      if such technological manipulation degrades or adversely interferes with the
      audio or video Signal of the Service in a manner perceptible by the average
      Service viewer), Network, at its option, shall have the right to terminate
      this
      Agreement only as to any affected Station or Stations and if such interference
      occurs in connection with three (3) or more Stations at any time during the
      Term, regardless of whether any such interference occurs simultaneously
      (i.e.,
      each
      interference event is counted separately regardless of when such interference
      occurs), then Network, at its option, shall have the right to terminate this
      Agreement in its entirety or only as to such affected Station or Stations.
      In
      the event that Network terminates this Agreement as to a particular Station
      or
      several Stations, or in its entirety pursuant to this Section 10(b), Affiliate
      shall, within thirty (30) days of termination, return to Network all Receiving
      Equipment related to such Station(s) paid for by Network pursuant to Section
      5(b) herein.

     

    
      
        
        

      

      
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    (c)    In
      addition to Affiliate’s other rights to terminate this Agreement, Affiliate may,
      by providing Network with thirty (30) days’ prior notice, terminate this
      Agreement if Network is in material breach of this Agreement, provided that
      Network shall have thirty (30) days from Affiliate’s notice of such breach to
      cure such breach, provided further, that if Network is diligently pursuing
      a
      cure of such breach and such breach cannot reasonably be cured within a thirty
      (30)-day cure period, then the cure period shall automatically be extended
      for
      an additional sixty (60) days. In addition, if Network terminates this Agreement
      as to three (3) or more Stations during the Term pursuant to its rights under
      Section 10(b), then, upon at least ninety (90) days’ prior written notice,
      Affiliate shall have the right to terminate this Agreement in its
      entirety.

     

    11.    NOTICES:

     

    Any
      notice or report given under this Agreement shall be in writing, shall be sent
      postage prepaid by certified mail, return receipt requested, or by hand
      delivery, or by Federal Express or similar overnight delivery service or by
      facsimile transmission, to the other party, at the following address (unless
      either party at any time or times designates another address for itself by
      notifying the other party pursuant to the provisions of this Section 11, in
      which case all notices to such party thereafter shall be given at its most
      recently so designated address):

     

    


    
      	
              To
                Network:

            	
              The
                TUBE Music Network, Inc.

              1451
                West Cypress Creek Road, Suite 300

              Ft.
                Lauderdale, Florida 33309

               

              Attn:
                John W. Poling, CFO

              Facsimile
                Number: (954) 714-8500

              cc:
                Les Garland, President and CEO

              Facsimile
                Number: (305) 861-9409

            


    

    


    
      	
              To
                Affiliate:

            	
              Sinclair
                Television Group, Inc. 

              10706
                Beaver Dam Road

              Hunt
                Valley, Maryland 21030 

               

              Attn:
                David D. Smith, President and CEO

              cc:
                Barry M. Faber, Vice President and General Counsel

              Facsimile
                Number: (410) 568-1533

            


    

    


    Notice
      or
      report given by hand delivery shall be deemed received on delivery. Notice
      or
      report given by mail shall be deemed received on the earlier to occur of actual
      receipt or on the fifth day following mailing if sent in accordance with the
      notice requirements of this Section 11. Notice or report given by Federal
      Express or similar overnight delivery service shall be deemed received on the
      next business day following delivery of the notice or report to such service
      with instructions for overnight delivery. Notice or report given by facsimile
      transmission shall be deemed received on the day of transmission (with
      electronic confirmation) if a business day, or on the next business day after
      the day of transmission (with electronic confirmation) if not transmitted on
      a
      business day. 

     

    
      
        
        

      

      
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    Notwithstanding
      the foregoing, Affiliate may provide the completed Launch Notice by means of
      electronic mail (“e-mail”).
      Each
      e-mail notice shall be sent by Affiliate utilizing “confirmation of delivery”
tracking to the satellite coordinator at linefinder_1999@yahoo.com
      or any
      successor email address designated by Network in accordance with the provisions
      of this Section 11 from time-to-time, and if any e-mail notice is returned
      as undeliverable, such notice shall be supplemented with notice by any other
      means permissible under this Agreement.

    


    12.    CONFIDENTIALITY:

     

    Affiliate,
      Network, WNUV Licensee, Inc. and Bay Television, Inc. shall not disclose
      (whether orally or in writing, or by press release or otherwise) to any third
      party (other than their respective officers, directors and employees, in their
      capacity as such, and their respective auditors, consultants, financial
      advisors, lenders, potential investors and attorneys; provided, however, that
      the disclosing party agrees to be responsible for any breach of the provisions
      of this Section 12 by any of such parties and Affiliate agrees to be
      responsible for any breach of the provisions of this Section 12 by WNUV
      Licensee, Inc. and Bay Television, Inc.) any information with respect to the
      terms and provisions of this Agreement (other than the existence and Term hereof
      or the fact that Affiliate has received an equity position in Network) except:
      (a) to the Auditor as provided in Section 7(d); (b) as required by
      applicable law; (c) in accordance with the regulations of any securities
      exchange; (d) in order to enforce its rights pursuant to this Agreement; or
      (e) if mutually agreed by Affiliate and Network, in advance of such
      disclosure, in writing. This Section 12 shall survive the termination of
      this Agreement. The parties agree to issue a mutually agreeable press release
      concerning this Agreement immediately upon execution of this
      Agreement.

     

    13.    MISCELLANEOUS:

     

    (a)    Assignment;
      Binding Effect; Reorganization.
      This
      Agreement shall be binding on the respective transferees and successors of
      the
      parties hereto, except that neither this Agreement nor either party’s rights or
      obligations hereunder shall be assigned or transferred by either party without
      the prior written consent of the other party, which consent shall not be
      unreasonably withheld. Affiliate agrees that, upon Network’s request, Affiliate
      shall procure and deliver to Network, in form and substance satisfactory to
      Network, the agreement of any proposed assignee or transferee of the FCC license
      of one or more of the Stations that, upon consummation of the assignment or
      transfer of control of the FCC license for such Station(s), such assignee or
      transferee shall assume and perform all obligations otherwise required of
      Affiliate with regard to such Station(s) under this Agreement in their entirety
      without limitation of any kind.

     

    (b)    Entire
      Agreement; Amendments; Waivers; Cumulative Remedies.
      This
      Agreement, including the Exhibits attached hereto and the letter from Network
      and The Tube Media Corp. to Affiliate of even date herewith, contains the entire
      understanding of the parties hereto and supersedes and abrogates all
      contemporaneous and prior understandings of the parties, whether written or
      oral, relating to the subject matter hereof. This Agreement may not be modified
      except in a writing executed by both parties hereto. Any waiver of any provision
      of this Agreement must be in writing and signed by the party whose rights are
      being waived. No waiver of any breach of any provision hereof shall be or be
      deemed to be a waiver of any preceding or subsequent breach of the same or
      any
      other provision of this Agreement. The failure of Affiliate or Network to
      enforce or seek enforcement of the terms of this Agreement following any breach
      shall not be construed as a waiver of such breach. All remedies, whether at
      law,
      in equity or pursuant to this Agreement shall be cumulative. 

     

    
      
        
        

      

      
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    (c)    Governing
      Law.
      The
      obligations of Affiliate and Network under this Agreement are subject to all
      applicable federal, state and local laws, rules and regulations, and this
      Agreement and all matters or issues collateral thereto shall be governed by
      the
      laws of the State of New York applicable to contracts to be entirely performed
      therein. In any action or proceeding hereunder, service of process upon a party
      may be accomplished by sending such process in the manner specified herein
      for
      the giving of notice to such party. In case of any controversy or claim arising
      out of or related to this Agreement, the parties agree to meet to attempt to
      resolve such dispute in good faith.

     

    (d)    Relationship.
      Neither
      party shall be, or hold itself out as, the agent of the other or as joint
      venturers under this Agreement. Nothing contained herein shall be deemed to
      create, and the parties do not intend to create, any partnership, association,
      joint venture, fiduciary or agency relationship between Affiliate and Network,
      and neither party is authorized to or shall act toward third parties or the
      public in any manner which would indicate any such relationship with the
      other.

     

    (e)    Force
      Majeure.
      Neither
      Affiliate nor Network shall have any rights against the other party hereto
      for
      the non-operation of facilities or the non-furnishing of the Service if such
      non-operation or non-furnishing is due to an act of God; inevitable accident;
      fire; weather; lockout; strike or other labor dispute; riot or civil commotion;
      act of government or governmental instrumentality (whether federal, state or
      local); failure of performance by a common or private carrier; material failure
      in whole or in part of technical facilities which are material to the
      transmission of the Service; or other cause beyond either party’s reasonable
      control.

     

    (f)    Severability.
      In the
      event of any order or decree of, or any other action or determination by, an
      administrative agency or court of competent jurisdiction, including any material
      change in or clarification of FCC rules, policies or precedent that would cause
      one or more provisions of this Agreement to be invalid or unenforceable, in
      whole or in part, or that would violate applicable law in any respect, such
      invalidity, unenforceability or violation shall not affect any other provision
      of this Agreement, and this Agreement shall be construed as though such invalid
      and/or unenforceable provision(s) or provision(s) that violate applicable law
      had never been contained herein. Notwithstanding the foregoing, if such deletion
      constitutes a substantial deviation from the general intent and purpose of
      the
      parties hereto, then Network and Affiliate shall negotiate in good faith to
      modify this Agreement to the extent necessary to render it valid, legal and
      enforceable while preserving the original intent of the parties as closely
      as
      possible in a mutually acceptable manner in order that the transactions
      contemplated hereby be consummated as originally contemplated to the fullest
      extent possible.

     

    (g)    No
      Inference Against Author.
      Network
      and Affiliate each acknowledge that this Agreement was fully negotiated by
      the
      parties and, therefore, no provision of this Agreement shall be interpreted
      against any party because such party or its legal representative drafted such
      provision.

     

    
      
        
        

      

      
        -
          17 -

        
          

        

      

      
        
        

      

    

     

    (h)    No
      Third-Party Beneficiaries.
      The
      provisions of this Agreement are for the exclusive benefit of Network and
      Affiliate and their permitted assigns, and no third party shall be a beneficiary
      of, or have any rights by virtue of, this Agreement.

     

    (i)    Headings.
      The
      titles and headings of the sections in this Agreement are for convenience only
      and shall not in any way affect the interpretation of this Agreement. Any
      reference in this Agreement to “Section” or an “Exhibit”
shall,
      unless the context expressly requires otherwise, be a reference to “Section” in,
      or an “Exhibit”
to,
      this Agreement. Forms of the word “include” mean “including without limitation;”
and references to “hereunder,” “herein,” “hereof,” and the like, refer to this
      Agreement.

     

    (j)    Non-Recourse.
      Notwithstanding anything contained in this Agreement to the contrary, it is
      expressly understood and agreed by the parties hereto that each and every
      representation, warranty, covenant, undertaking and agreement made in this
      Agreement was not made or intended to be made as a personal representation,
      undertaking, warranty, covenant, or agreement on the part of any individual,
      and
      any recourse, whether in common law, in equity, by statute or otherwise, against
      any individual is hereby forever waived and released.

     

    (k)    LIMITATION
      OF LIABILITY.
      NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, NEITHER
      PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, CONSEQUENTIAL OR
      SPECIAL DAMAGES (INCLUDING LOSS OF PROFITS OF REVENUES, OR DAMAGES TO OR LOSS
      OF
      PERSONAL PROPERTY) IN ANY CAUSE OF ACTION ARISING OUT OF, RELATED TO, OR IN
      CONNECTION WITH A DEFAULT UNDER OR A BREACH OF THIS AGREEMENT.

     

    (l)    Taxes.
      Network
      shall not be liable for, and Affiliate shall pay and hold harmless Network
      from,
      any federal, state or local taxes, surcharges, levies or any other charges
      which
      are based upon revenues derived by operations of Affiliate or each
      Station.

     

    (m)    Change
      in Operations.
      Affiliate represents and warrants that each Station is operating with facilities
      specified in its FCC license. In the event that any Station’s transmitter
      location, power, height of antenna, Licensed Community, frequency, or hours
      of
      operation are materially reduced or changed at any time so that such Station’s
      value to Network as a telecaster of the Service is materially less than as
      existed on the Effective Date, and such reduction or change has not been cured
      by Affiliate within thirty (30) days after such occurrence, Network shall have
      the right to terminate this Agreement with respect to such Station upon thirty
      (30) days’ prior written notice to Affiliate.

     

    
      
        
        

      

      
        -
          18 -

        
          

        

      

      
        
        

      

    

     

    (n)    Counterparts.
      This
      Agreement may be executed in counterparts, each of which will have the full
      force and effect of a fully-executed original. This Agreement may be executed
      by
      each or either party by delivering signed signature pages thereof to the other
      party by facsimile. Any party delivering an executed counterpart of this
      Agreement by facsimile shall also deliver to the other party an original
      executed counterpart of this Agreement, but the failure to do so does not affect
      the validity, enforceability or binding effect of this Agreement.

     

    
      [Remainder
        of page intentionally left blank.]

       

       

    

    
      
        
        

      

      
        -
          19 -

        
          

        

      

      
        
        

      

    


    The
      parties hereto have executed this Agreement to be effective as of the Effective
      Date.

     

    


    
      	
              AFFILIATE:

            	
               NETWORK:

            
	Sinclair Television Group, Inc.	
               The
                Tube Music Network, Inc.

            


    

     

     

    


    
      
        	 	 	 	 
	By:
                /s/ David B.
                Amy                                       
                	 	 	By:
                /s/ Les
                Garland                                  
                
	
                Name:
                  David B.
                  Amy                                        

                Title:
                  Chief Financial
                  Officer                           
                  

              	 	 	Les
                Garland,
                President and CEO


      



    ACCEPTED
      AND AGREED AS TO WNUV-TV BY WNUV LICENSEE, INC.

    


    
      
        	 	 	 	 
	By:
                /s/ Lisa
                Asher                                           
                	 	 	 
	Name: 
                Lisa
                Asher                                          
                
Title:  Chief Financial
                Officer                        
                	 	 	 


      



    
      ACCEPTED
        AND AGREED AS TO WTTA-TV BY BAY TELEVISION, INC.

    

    


    
      	 	 	 	 
	By:
              /s/ J. Duncan
              Smith                                 
              	 	 	 
	Name:
              J. Duncan
              Smith                                 
              
Title: ___________________________	 	 	 


    

    


    


    [Signature
      page: Charter Affiliate Affiliation Agreement by and between

    The
      TUBE Music Network, Inc. and Sinclair Television Group, Inc.]

    


    
      
        
        

      

      
        -
          20 -

        
          

        

      

      
        
        

      

    


    EXHIBIT A

    


    To
      Affiliation Agreement By and Between

    


    Sinclair
      Television Group, Inc. and

    


    The
      TUBE
      Music Network, Inc.

    


    Dated
      as
      of March 22, 2006

    


    STATION
      IDENTIFICATION

    
      	
              DMA

            	
              Call
                Letters*

            	
              Launch
                Date

            	
              Street
                Address

            
	
              Baltimore

            	
              WNUV

            	
              May
                15, 2006

            	
              2000
                West 41st
                Street

              Baltimore,
                MD 21211

            
	
              Birmingham
                (Ann and Tuscaloosa)

            	
              WABM

            	
              May
                15, 2006

            	
              651
                Beacon Pkwy W.

              Suite
                105

              Birmingham,
                AL 35209

            
	
              Champaign
                - Springfield - Decatur

            	
              WICD/

              WICS

            	
              July
                15, 2006

            	
              250
                S. County Fair Dr.

              Champaign,
                IL 61821

              2680
                E Cook Street

              P.O.
                Box 3920

              Springfield,
                IL 62703

            
	
              Charleston
                - Huntington

            	
              WCHS

            	
              July
                15, 2006

            	
              1301
                Piedmont Road

              Charleston,
                WV 25301

            
	
              Charleston,
                SC

            	
              WMMP

            	
              July
                15, 2006

            	
              4301
                Arco Lane

              Charleston,
                SC 29418

            
	
              Columbus,
                OH

            	
              WSYX

            	
              May
                15, 2006

            	
              1261
                Dublin Road

              Columbus,
                OH 43215

            
	
              Dayton

            	
              WKEF

            	
              May
                15, 2006

            	
              1731
                Soldiers Home Rd

              Dayton,
                OH 45418

            
	
              Des
                Moines - Ames

            	
              KDSM

            	
              July
                15, 2006

            	
              4023
                Fleur Drive

              Des
                Moines, IA 50321

            
	
              Flint
                - Saginaw Bay - Bay City

            	
              WSMH

            	
              July
                15, 2006

            	
              G-3463
                W. Pierson Rd

              Flint,
                MI 48504

            
	
              Greensboro
                - High Point - Winston-Salem

            	
              WUPN

            	
              June
                15, 2006

            	
              3500
                Myer Lee Dr.

              Winston-Salem,
                NC 27101

            
	
              Greenville
                - Spartanburg - Asheville - Anderson

            	
              WLOS
                (Affiliate may add WBSC in this market also.)

            	
              June
                15, 2006

            	
              110
                Technology Drive

              Asheville,
                NC 28803

            
	
              Las
                Vegas

            	
              KVWB

            	
              July
                15, 2006

            	
              3830
                S. Jones Blvd.

              Las
                Vegas, NV 89103

            


    

     

    
      ___________________________

      
        
          *
            Provided
            that the channel upon which the Service is displayed does not change
            and the
            Service is not deleted from any MVPD systems, upon written notice to
            Network,
            Affiliate may substitute another station that Affiliate owns and/or programs
            for
            the designated Station on this Exhibit
            A
            if such
            other station is licensed to a Licensed Community in the same DMA as
            the Station
            it is replacing.

        

      

    

     

    
      
        
        

      

      
        -
          21 -

        
          

        

      

      
        
        

      

    

     

    
      	
              Lexington

            	
              WDKY

            	
              May
                15, 2006

            	
              Chevy
                Chase Plaza

              836
                Euclid Ave

              Lexington,
                KY 40502

            
	
              Madison

            	
              WMSN

            	
              July
                15, 2006

            	
              7847
                Big Sky Drive

              Madison,
                WI 53719

            
	
              Milwaukee

            	
              WCGV

            	
              June
                15, 2006

            	
              4041
                N 35th
                Street

              Milwaukee,
                WI 53216

            
	
              Minneapolis
                - St. Paul

            	
              KMWB

            	
              July
                15, 2006

            	
              1640
                Como Ave

              St.
                Paul, MN 55108

            
	
              Mobile

            	
              WEAR

            	
              May
                15, 2006

            	
              4990
                Mobile Highway

              Pensacola,
                FL 32506

            
	
              Nashville

            	
              WUXP

            	
              May
                15, 2006

            	
              631
                Mainstream Dr.

              Nashville,
                TN 37228

            
	
              Norfolk
                - Portsmouth - Newport News

            	
              WTVZ

            	
              July
                15, 2006

            	
              900
                Granby St.

              Norfolk,
                VA 23510

            
	
              Oklahoma
                City

            	
              KOCB

            	
              July
                15, 2006

            	
              1228
                E. Wilshire Blvd

              Oklahoma
                City, OK 73111

            
	
              Peoria
                - Bloomington

            	
              WYZZ

            	
              June
                15, 2006

            	
              2714
                E. Lincoln

              Bloomington,
                IL 61704

            
	
              Pittsburgh

            	
              WCWB

            	
              May
                15, 2006

            	
              750
                Ivory Ave.

              Pittsburgh,
                PA 15214

            
	
              Portland
                - Auburn

            	
              WGME

            	
              June
                15, 2006

            	
              1335
                Washington Ave.

              Portland,
                ME 04103

            
	
              Raleigh
                - Durham (Fayetteville)

            	
              WRDC

            	
              June
                15, 2006

            	
              3012
                Highwoods Blvd.

              Suite
                101

              Raleigh,
                NC 27604

            
	
              Rochester,
                NY

            	
              WUHF

            	
              July
                15, 2006

            	
              360
                E. Ave.

              Rochester,
                NY 14604

            
	
              San
                Antonio

            	
              KRRT

            	
              July
                15, 2006

            	
              4335
                NW Loop 410

              San
                Antonio, TX 78229

            
	
              Springfield
                - Holyoke

            	
              WGGB

            	
              July
                15, 2006

            	
              1300
                Liberty St.

              Springfield,
                MA 01104

            
	
              Tallahassee
                - Thomasville

            	
              WTWC

            	
              June
                15, 2006

            	
              8440
                Deer Lake Rd S.

              Tallahassee,
                FL 32312

            
	
              Tampa
                - St. Pete (Sarasota)

            	
              WTTA

            	
              June
                15, 2006

            	
              7622
                Bald Cypress Pl. 

              Tampa,
                FL 33614

            


    

    


     

    
      
        
        

      

      
        -
          22 -

        
          

        

      

      
        
        

      

    

     

    EXHIBIT B

    


    To
      Affiliation Agreement By and Between

    


    Sinclair
      Television Group, Inc. and

    


    The
      TUBE
      Music Network, Inc.

    


    Dated
      as
      of March 22, 2006

    


    LAUNCH
      NOTICE

    


    BROADCAST
      LAUNCH FORM

    
      	
              STATION
                NAME:

               

            	
              STATION
                GROUP OWNER:

            
	
              STATION MAILING ADDRESS:

               

            
	
              PHONE
                NUMBER:

               

            	
              FAX
                NUMBER:

            
	
              GENERAL
                MANAGER: 

               

            	
              MARKETING
                CONTACT:

            
	
              ENGINEER
                

            	
              PHONE
                (IF DIFFERENT):

              EMAIL
                ADDRESS:

            
	
              AREAS
                SERVED (PLEASE INCLUDE ZIP CODES):

               

               

            
	
              DMA:

            
	
              FILL
                OUT THE LINE BELOW FOR ONE EARTH STATION RECEIVE SITE (EACH ADDITIONAL
                SITE REQUIRES A SEPARATE FORM) 

            
	
              Do
                you have an antenna capable of receiving a C band feed from AMC-3
                Transponder 17 located at 87 degrees west? 

              YES __NO
                __

            
	
              Do
                you have space for an additional antenna on your roof or in your
                antenna
                farm? YES __ NO __

            
	
              Does
                this space have a good southern exposure looking at 95 degrees?
                YES __ NO __

            
	
              Do
                you have the resources to install the antenna? YES __ NO
                __

            


    

     

    
      
        
        

      

      
        -
          23 -

        
          

        

      

      
        
        

      

    

     

    
      	
              STREET
                ADDRESS (Shipping Address):

               

            
	
              CITY/STATE/ZIP:

               

            	
              COUNTY:

            
	
              LAUNCH
                DATE: __________________ 

            	
              CHANNEL
                NUMBER: __________________ 

            
	
              SIGNATURE:
                

               

            	
              TITLE:

            	
              DATE:
                

            


    

    


     

    Email
      COMPLETED FORM to linefinder_1999@yahoo.com

     

    
      
        
        

      

      
         24


        
          

        

      

      
        
        

      

    


    EXHIBIT C

    


    To
      Affiliation Agreement By and Between

    


    Sinclair
      Television Group, Inc. and

    


    The
      TUBE
      Music Network, Inc.

    


    Dated
      as
      of March 22, 2006

    


    RECEIVING
      EQUIPMENT

    


    


    
      	 	
              ·

            	
              3.0
                meter C-Band antenna, single port feed with digital-ready LNB, if
                necessary (Network, in its discretion, may furnish a larger
                antenna)

            


    

    
      	 	
              ·

            	
              150
                Feet of RG6 Coaxial Cable, if
                necessary

            


    

    
      	 	
              ·

            	
              Integrated
                receiver/decoder

            


    

    


     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    EXHIBIT D

    


    To
      Affiliation Agreement By and Between

    


    Sinclair
      Television Group, Inc. and

    


    The
      TUBE
      Music Network, Inc.

    


    Dated
      as
      of March 22, 2006

    


    REVENUE
      SHARE

    


    


    Commencing
      on the date upon which a Station initially transmits the Service and thereafter
      throughout the Term, Network shall pay to Affiliate the following
      amounts:

    


    I.     
      Affiliate
      Advertising Share.
      

    


    
      	 	
              1.

            	
              Determining
                Affiliate Advertising Share.
                Commencing with the calendar quarter beginning on April 1, 2006 and
                for
                each calendar quarter thereafter during the Term, Network shall pay
                to
                Affiliate the Affiliate Advertising Share. For purposes hereof, the
                “Affiliate
                Advertising Share”
                shall be determined by multiplying fifteen percent (15%) of Network’s
                Advertising Revenue for such calendar quarter by a fraction, the
                numerator
                of which is the total number of Cable Subscriber Households in the
                DMA of
                the Station(s) transmitting the Service pursuant to this Agreement,
                and
                the denominator of which is the total number of Cable Subscriber
                Households in all of the DMAs in which the Service is being transmitted.
                If a Station commences transmitting the Service on other than the
                first
                day of a calendar quarter, then the Affiliate Advertising Share for
                such
                quarter shall be further prorated based on the number of days in
                such
                quarter that such Station transmitted the Service. For purposes of
                this
                Exhibit
                D,
                The number of Cable Subscriber Households shall be determined by
                the
                certified report supplied by each MVPD distributing the service,
                described
                in Section 7(a) of the body of this Agreement. In the event that
                such
                report is not received by Network with respect to each and every
                MVPD that
                carries the Service, then, for purposes of this Exhibit
                D,
                the number of Cable Subscriber Households shall be equal to the number
                of
                cable TV households served by the applicable Station in such Station’s DMA
                as published in the most recent Television
                & Cable Factbook
                (Warren Publishing, Inc.) or, if an independent source for determining
                the
                number of television households that receive the Service through
                a
                subscription to cable service is or hereafter becomes publicly available,
                the parties agree to use such source in lieu of the foregoing.
                

            


    

    


    
      	 	
              2.

            	
              Payment.
                The Affiliate Advertising Share, if any, shall be payable quarterly
                and
                shall be due no later than forty-five (45) days following the end
                of each
                calendar quarter, for which a payment is
                due.

            


    

     

    
      
        
        

      

      
        -
          1 -

        
          

        

      

      
        
        

      

    

     

    
      	
              II.

            	
              Affiliate
                Transactional Share.

            


    

    


    1.    
Determining
      Affiliate Transactional Share.
      Commencing with the calendar quarter beginning on April 1, 2006 and for each
      calendar quarter thereafter during the Term, Network shall pay to Affiliate
      the
      Affiliate Transactional Share. For purposes hereof, the “Affiliate
      Transactional Share”
means
      fifteen percent (15%) of Network’s Transactional Revenue for the pertinent
      calendar quarter. 

    


    2.    
Payment.
      The
      Affiliate Transactional Share, if any, shall be payable quarterly and shall
      be
      due no later than forty-five (45) days following the end of each calendar
      quarter, for which a payment is due.

    


    
      
        
        

      

      
         2


        
          

        

      

      
        
        

      

    



    EXHIBIT E

    


    To
      Affiliation Agreement By and Between

    


    Sinclair
      Television Group, Inc. and

    


    The
      TUBE
      Music Network, Inc.

    


    Dated
      as
      of March 22, 2006

    


    ADDITIONAL
      TERMS AND CONDITIONS

    


    


    Rights
      and Copyright Indemnification

    


    Without
      limiting Network’s indemnification obligations as set forth in the body of this
      Agreement, Network agrees to indemnify the Affiliate Indemnitees against any
      and
      all Costs arising out of any (i) third-party claims that Network’s music
      performance rights licenses with ASCAP, BMI and SESAC do not cover music
      performances through to the viewers of the Service, or (ii) written agreement
      between Affiliate and an MVPD for the retransmission of the Service (together
      with the Primary Feed as provided in Section 3(a) of the body of the Agreement)
      solely within the Station’s DMA pursuant to which Affiliate is obligated to
      indemnify such MVPD against any Incremental Copyright Cost (as defined below)
      resulting directly from the retransmission of the Service by such MVPD in the
      Station’s DMA.  For purposes hereof, “Incremental
      Copyright Cost”
shall
      mean the difference, if any, between (A) the copyright royalties that would
      be
      payable by the MVPD in the Station’s DMA without carriage of the Service, and
      (B) the copyright royalties that would be payable by such MVPD in such DMA
      with
      the carriage of the Service. 

     

     

    
      
        
        

      

      
         3