EX 10.1


    EXHIBIT
      10.1

    


     

    STRATEGIC
      ALLIANCE 

    MEMORANDUM
      OF UNDERSTANDING

    BETWEEN
      COLLECTIBLE CONCEPTS GROUP, INC. AND WI-FI TV INC.

    


    This
      Agreement is made on the 19th day of May, 2006 by and between Collectible
      Concepts Group, Inc. (“CCGI”) having its principal offices at 1600 Lower State
      Road, Doylestown, PA 18901 and WI-FI TV, Inc. (WIFI) with principal offices
      at
      3408 Via Oporto, Suite 202, Newport Beach, CA 92663, (collectively the
“Parties”).

    


    WHEREAS:
       CCGI
      desires to make certain of its products (the “Products”) available for online
      sale through www.Wi-FiTV.com,
      WIFI’s
      global distribution platform (the “Platform”).

    


    And

    


    WHEREAS:  WIFI
      desires to sell certain CCGI Products through its global distribution Platform
      

    


    And

    


    WHEREAS:  The
      parties mutually desire to air certain sports film content (“Content”) from the
      CCGI sports film library (the “Library”) for pay-per-view sale on the
      Platform.

    


    THEREFORE: The
      parties hereinafter agree to the following as a basis for a strategic alliance
      (the “Alliance”):

    


    
      
        	1.0	
                RESPONSIBILITIES
                  OF WIFI:

              


      

    

    


    
      	
              1.1

            	
              WIFI
                shall create a Collectible category page for CCGI Products and Content
                and
                will include portions of the Products and Content on the WIFI Sports
                and
                other WIFI Category pages on the
                Platform.

            


    

    


    
      	
              1.2

            	
              WIFI
                shall create a Collectible Concepts channel which will feature, initially,
                a single program which will be changed on a regular basis. Later
                this may
                become a channel with an entire 24/7 schedule of
                shows.

            


    

    


    
      	
              1.3

            	
              WIFI
                shall place banner ads, at its discretion, throughout its web site
                promoting the sale of the CCGI Products and
                Content.

            


    

    


    
      	
              1.4

            	
              WIFI
                shall work in unison with CCGI on mutually approved press releases
                to
                promote the joint offerings contemplated in this
                Agreement.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              1.5

            	
              WIFI
                shall work with CCGI on an online web cast that introduces the
                relationship between the two companies and the Products and Content
                available.

            


    

    


    
      	
              1.6

            	
              WIFI
                shall have permission to place any CCGI Products and Content in one
                or
                more eBay shopping sites, at no cost, funds or fees to CCGI. Any
                such
                additional costs shall be paid by
                WIFI.

            


    

    


    
      	
              1.7

            	
              WIFI
                shall appoint Lisa Pahl, or such other person as WIFI may elect,
                as
                project manager (the “WIFI PM”) for the CCGI alliance. The WIFI PM shall
                be responsible for insuring that all issues of product and content
                integration and order fulfillment are resolved to the mutual satisfaction
                of the Parties.

            


    

    


    
      	
              1.8

            	
              The
                Parties shall conduct a conference call once each month to evaluate
                and
                assess the progress and success of the Alliance and to explore new
                ideas
                to further the Alliance.

            


    

    


    
      	2.0	
              RESPONSIBILITIES
                OF CCGI

            


    

    


    
      	2.1	
              CCGI
                shall make available all of its collectibles which it sells over
                the
                Internet for inclusion in the CCGI themed portion of the WIFI Shopping
                Cart. These consist of such items as officially licensed products
                for the
                NFL, NHL, NBA, Shaq, L.A. Lakers, Denver Nuggets, Miami Heat, Boston
                Celtics, Atlanta Hawks, Chicago Bulls, U.S. Army, U.S. Navy, U.S.
                Marine
                Corps, U.S. Coast Guard U.S. Air Force, and others as well as Bandsigns
                and other custom products.

            


    

    


    
      	2.2	
              CCGI
                will make available special sales packages (“WIFI Packages”) consisting of
                selected collectible items. The WIFI Packages will be made available
                for
                exclusive sale by WIFI on the Platform The WIFI Packages shall not
                be
                available for sale on any other source or web site on the
                Internet.

            


    

    


    
      	
              2.3

            	
              CCGI
                shall fulfill orders placed on the Platform normally within 48 hours
                and
                handle customer service pertaining to the orders. The Parties shall
                monitor charge-backs, returns, and out of stock items for a period
                of
                ninety days after which period a mutually satisfactory procedure
                for
                handling such items shall be implemented by the Parties. CCGI has
                provided
                to WIFI descriptions, graphics, and prices for certain items intended
                to
                be made available on the Platform and WIFI shall post such items
                in its
                Platform Shopping Cart at the earliest possible
                date.

            


    

    


    
      	2.4	
              CCGI
                shall make available exclusively to WIFI certain segments of its
                Library
                which shall include selected NFL highlights, World Series baseball
                games,
                sports documentaries, sports reels, boxing, wrestling, sports shows,
                newsreels, Indianapolis 500 and other car racing, bowling, classic
                movies,
                cartoons, and other selected filmed content (the “Content”). CCGI shall
                provide the Content to WIFI as Windows Media files for streaming
                and
                downloading. WIFI will make the Content available “On Demand” for its
                members. 

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              2.5

            	
              Effective
                with the execution of this Agreement, CCGI shall provide WIFI a minimum
                of
                ten hours of Content, in the Windows Media file format, per week
                until all
                of the Content agreed to be placed on the Platform has been delivered.
                WIFI shall add all Content to its Platform within one week of its
                receipt.

            


    

    


    
      	3.0	
              REVENUE
                SHARING

            


    

    


    
      	3.1	
              WIFI
                will pay Collectible Concepts 50% of any pay-per-view fees it charges
                its
                members to view Content and 50% of its share of any advertising revenue
                it
                obtains for video ads placed at the start of the programs in which
                the
                Content is aired. WIFI shall remit any and all monies due to CCGI
                within
                ten (10) of the close of each calendar month. WIFI will consult with
                CCGI
                regarding the pay-per-view and pay-per-click (or other) fees it charges
                customers for access to the CCGI Library.


            


    

    


    
      	
              3.2

            	
              WIFI
                will collect payments made for CCGI purchased on the Platform through
                PayPal (and may add other payment solutions) and electronically distribute
                an amount equal to fifty percent (50%) of the sale price of each
                Product
                plus shipping and handling. Product prices and shipping and handling
                charges shall be provided to WIFI by
                CCGI.

            


    

    


    
      	3.3	
              Governing
                Law. 

            


    

    This
      Agreement is made in accordance with and shall be governed and construed under
      the laws of the State of New York; provided that to the extent that any Exhibit
      hereto contains its own choice of law provision, the terms of that choice of
      law
      provision shall govern and prevail over this provision with respect to any
      dispute under the Exhibit in question. 

    


    
      	3.4	
              Dispute
                Resolution. If a dispute arises between the Parties arising out of
                or in
                relation to this Agreement, the Parties shall use all reasonable
                efforts
                to resolve the dispute through good faith discussions. The senior
                management of each of the Parties commits itself to respond promptly
                to
                any and all such disputes. In the event that the Parties are unable,
                after
                exerting all reasonable efforts, to resolve the said dispute(s),
                the said
                dispute(s) shall be finally settled through binding arbitration on
                the
                following basis:

            


    

    


    (a)
      The
      arbitration shall be conducted by a panel of three (3) arbitrators under the
      Arbitration Rules of the American Arbitration Association then in force, by
      which CCGI and WIFI agrees to be bound. Within thirty (30) days after notice
      of
      arbitration has been given, each of the Parties shall appoint one (1)
      arbitrator. The arbitrators appointed by the Parties shall then appoint an
      additional arbitrator, who shall serve as the presiding arbitrator.

     

    (b)
      If
      demand for arbitration is made the place of arbitration shall be New York,
      New
      York, U.S.A

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c)
      The
      arbitral award shall be rendered in writing, shall state the reasons for the
      award, and shall be final and binding upon the Parties. In no event shall the
      arbitral award include a sum for punitive damages.

     

    (d)
      Judgment upon any award may be entered by any court of competent jurisdiction,
      or application may be made to such a court for judicial acceptance of the award
      and any appropriate order including enforcement.

     

    (e)
      Each
      of the Parties shall bear its own expenses and attorneys' fees in connection
      with the arbitration.

    


    
      	4.0	
              Term
                of Agreement This Agreement shall become effective on the date first
                signed above and continue in full force and effect for a period of
                twelve
                months and shall renew for additional twelve month periods unless
                earlier
                terminated in accordance with section 5.0
                herein.

            


    

    


    
      	5.0	
              Termination.
                This Agreement may be terminated in writing by either Party in the
                event
                of the occurrence of any one or more of the
                following:

            


    

    


    (a)
      any
      party fails to perform any material obligation of this Agreement or any of
      the
      agreements attached as an Exhibit to this Agreement and such default is not
      cured within ninety (90)days after written notice of the default made by the
      other Party;

     

    (b)
      CCGI
      or WIFI shall be dissolved or liquidated due to adverse financial conditions,
      be
      declared bankrupt or insolvent, or becomes a party for more than ninety (90)
      days to proceedings or arrangements involving liquidation, receivership,
      reorganization or the settlement of its debts, except for any action instituted
      by the other Party, and the non-affected Party gives written notice to such
      Party that it wishes to terminate this Agreement. A Party subject to any of
      the
      events described herein shall promptly notify the other Party of its occurrence
      in writing;

     

    (c)
      mutual consultation between the Parties in accordance with Section 3.4 hereof
      fails to resolve the matter(s) being negotiated within the period specified
      therein;

    


    
      	6.0	
              Entire
                Agreement. This Agreement, together with all the Exhibits attached
                hereto
                and incorporated herein by reference, constitutes the entire, final,
                complete and exclusive agreement between the parties hereto and supersedes
                all previous agreements, communications and/or representations, written
                or
                oral, with respect to the subject matter
                hereof.

            


    

    


    
      	7.0	
              Force
                Majeure. Neither Shareholder shall be liable to the other for its
                failure
                to perform any of its obligations under this Agreement during any
                period
                in which such performance is delayed because rendered impractical
                or
                impossible due to circumstances beyond its reasonable control, provided
                that the party experiencing the delay promptly notifies the other
                of the
                delay.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	8.0	
              Headings.
                The headings in this Agreement are for convenience of reference only
                and
                shall not limit or otherwise affect any of the terms or provisions
                of this
                Agreement.

            


    

    


    
      	9.0	
              Counterparts.
                This Agreement may be signed in counterparts, each of which shall
                be
                deemed an original but all of which shall constitute one and the
                same
                instrument. 

            


    

    


    
      	10.0	
              Parties
                Advised by Counsel - No Interpretation Against Drafter. This Agreement
                has
                been negotiated between unrelated parties who are sophisticated and
                knowledgeable in the matters contained in this Agreement and who
                have
                acted in their own self interest. In addition, each Shareholder has
                been
                represented by legal counsel. Accordingly, any rule of law or any
                statute,
                law, ordinance, or common law principles or other authority of any
                jurisdiction of similar effect, or legal decision that would require
                interpretation of any ambiguities in this Agreement against the party
                who
                has drafted it is not applicable and is hereby waived. The provisions
                of
                this Agreement shall be interpreted in a reasonable manner to effect
                the
                purpose of the Shareholders, and this Agreement shall not be interpreted
                or construed against any party to this Agreement because that party
                or any
                attorney or representative for that party drafted this Agreement
                or
                participated in the drafting of this
                Agreement.

            


    

     

    IN
      WITNESS WHEREOF, CCGI and WIFI have caused this Agreement to be executed by
      their duly authorized representatives as of the day and year first written
      above.

    


    /s/
      Paul
      Lipschutz

      
        

      

    

    Paul
      Lipschutz, President

    Collectible
      Concepts Group, Inc.

     

    Date:
      5-19-06

    


    /s/
      Alex
      Kanakaris

      
        

      

    

    Alex
      Kanakaris, Chairman

    Wi-Fi
      TV,
      Inc.

    


    Date:
      5-19-06