Nextel Online Handset Placement Agreement


    Exhibit
      10.10

     

    
      NEXTEL
        ONLINE HANDSET PLACEMENT AGREEMENT

       

      THIS
        NEXTEL ONLINE HANDSET PLACEMENT AGREEMENT
        (this
“Agreement”)
        is
        effective as of the Effective Date, by and between Nextel Finance Company.,
        a
        Delaware corporation (“Nextel”),
        with
        offices at 2001 Edmund Halley Drive, Reston, VA 20191 and the website operator
        identified below (“Operator”).

       

      Nextel,
        with its Affiliates, owns and operates a wireless communications and data
        service, including a service (the “Nextel
        Online Internet Service”)
        that
        enables customers of the Nextel service to access and browse Internet content
        via a wireless phone; Operator owns and operates a web site that provides
        products and services to Operator’s customers and is or will be enabled for
        access through wireless devices. Operator desires to have links to the Operator
        Site included in the default configuration of Nextel’s handsets. 

       

      
         OPERATOR
          SITE AND CONTACT INFORMATION

      

       

      
        
          	
                  Web
                    Site:

                	
                  www.xsvoice.com/

                
	 	 
	
                  Wireless
                    Site:

                	
                  http://www.xsvoice.com/nextel

                
	 	 
	
                  Web
                    Site Operator:

                	
                  XSVoice,
                    Inc.

                
	 	 
	
                  Address:

                	
                  1019
                    16th Ave. South, Nashville, TN

                
	 	 
	
                  Attention:

                	
                  Russ
                    Benhardt

                


        

      

          

      SCHEDULE
        AND TERM

       

      
        	
                Effective
                  Date:

              	
                ___________________

              
	 	 
	
                Launch
                  Date:

              	
                November
                  1, 2001

              
	 	 
	
                Initial
                  Term:

              	
                Effective
                  date through January 31,
                  2002

              


      

    

    
      


      
        
          

        

      

       

      By
        signing below, the parties understand that they are entering into a binding,
        legal agreement as of the Effective Date, consisting of all terms and conditions
        and exhibits set forth above and attached hereto.

       

      
        
          
            	
                    OPERATOR:

                     

                  	 	
                    NEXTEL
                      FINANCE COMPANY:

                     

                  
	
                    By:

                  	 	 	
                    By:

                  	 
	 	
                    Signature
                      of Authorized Representative

                     

                  	 	 	
                    Signature
                      of Authorized Representative

                     

                  
	 	
                    Print
                      Name and Title of Representative

                     

                  	 	 	
                    Print
                      Name and Title of Representative

                     

                  


          

        

      

      
        
           

          
            

          

        

      

    

    
      
        NEXTEL
          ONLINE HANDSET PLACEMENT AGREEMENT - CONFIDENTIAL

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      TERMS
        AND CONDITIONS

      (Definitions
        are included in Section 10.)

       

      
        
          	
                  1.

                	
                  Link
                    Placements

                


        

         

        
          	 	
                  1.1.

                	
                  Handset
                    Link

                


        

         

        
          	 	
                  1.1.1.

                	
                  Placement.
                    Nextel agrees that during the Term the default configuration
                    for
                    Qualifying Handsets shall include a link to the Operator Wireless
                    Site
                    (the “Handset Link”).
                    The Handset Link shall be placed as determined by Nextel in its
                    discretion, subject to any additional placement requirements
                    set forth on
                    Exhibit B.

                


        

         

        
          	 	
                  1.1.2.

                	
                  Link
                    URL.
                    At least 30 days prior to the Launch Date, Operator will provide
                    to Nextel
                    the link URL to be used by Nextel, along with such technical
                    information
                    regarding the Operator Site as is reasonably requested by Nextel.
                    The
                    Handset Link URL will link to a landing page on the Operator
                    Wireless Site
                    that is fully WAP compliant, contains at least the features of
                    the
                    Operator Site identified on Exhibit
                    B,
                    will contain a unique identifier sufficient for Operator to track
                    and
                    identify traffic initiated through the Handset Link and otherwise
                    will be
                    as approved by Nextel.

                


        

         

        
          	 	
                  1.1.3.

                	
                  Approval.
                    Nextel reserves the right to terminate this Agreement prior to
                    the Launch
                    Date if Operator fails to provide adequate information regarding
                    the
                    Operator Site or if, in its discretion, Nextel determines that
                    the
                    Operator Site is not appropriate for a Handset Link. Any such
                    termination
                    shall be by written notice to Operator and neither party shall
                    have any
                    liability or obligation to the other, except pursuant to
                    Section 6
                    hereof, upon any such termination.

                


        

         

        
          	 	
                  1.2.

                	
                  Operator
                    Site Link

                


        

         

        
          	 	
                  1.2.1.

                	
                  Placement.
                    Operator agrees that during the Term it shall place a link to
                    the Nextel
                    Site on the Operator Site (the “Operator
                    Site Link”).
                    The Operator Site Link shall be placed as determined by Operator
                    in its
                    discretion, subject to any additional placement requirements
                    set forth on
                    Exhibit B.

                


        

         

        
          	 	
                  1.2.2.

                	
                  Link
                    URL.
                    At least 10 days prior to the Launch Date, Nextel will provide
                    to Operator
                    the Operator Site Link URL and suitable graphics to be used by
                    Operator.
                    The Operator Site Link URL will link to a landing page on the
                    Nextel Site
                    that is designated by Nextel and approved by Operator.
                    

                


        

         

        
          	 	
                  1.3.

                	
                  Launch
                    Date.
                    Both parties shall use commercially reasonable efforts to launch
                    the
                    availability of the Handset Link on or before the Launch Date
                    specified on
                    the cover hereof (“Launch
                    Date”).

                


        

         

        
          	 	
                  1.4.

                	
                  Operational
                    Requirements.
                    

                


        

         

        
          	 	
                  1.4.1.

                	
                  Service
                    Levels.
                    Operator shall maintain the Operator Site (including the Operator
                    Wireless
                    Site and any pages accessed through the Handset Link) and Nextel
                    shall
                    cause its appropriate Affiliates to maintain the Nextel Online
                    Internet
                    Service and the Nextel Site in accordance with the requirements
                    of
                    Exhibit
                    C.
                    The parties acknowledge that Nextel may redesign, delete or replace
                    any
                    aspect of the Nextel Online Internet Service or may redesign
                    or replace
                    the type or placement of links offered on the Qualifying
                    Handsets.

                


        

         

        
          	 	
                  1.4.2.

                	
                  Operator
                    Site Content.
                    Operator agrees that it shall only include the content and features
                    on the
                    Operator Wireless Site that are described on Exhibit
                    B.

                


        

         

        
          	 	
                  1.4.3.

                	
                  Advertising.
                    Operator agrees that, without Nextel’s prior written consent, it shall not
                    cause or permit any advertising to be served to or displayed
                    on any
                    Qualifying Handset except as set forth in Exhibit G and, in any
                    event,
                    shall not cause or permit any advertising for any wireless carrier
                    other
                    than Nextel to be served to or displayed on any Qualifying
                    Handset.

                


        

         

        
          	 	
                  1.4.4.

                	
                  Customer
                    Support.
                    Nextel shall be responsible for all customer support relating
                    to the
                    Nextel Online Internet Service and the telecommunications elements
                    of the
                    Nextel Online Internet Service. Operator shall be responsible
                    for all
                    customer support relating to Operator Content and the Operator
                    Site.

                


        

         

        
          	 	
                  1.5.

                	
                  Non-exclusivity.
                    The relationship provided for in this Agreement is nonexclusive
                    for both
                    parties.

                


        

         

        
          	 	
                  1.6.

                	
                  Support
                    Procedure.
                    Operator shall maintain and operate in accordance with reasonable
                    support
                    and problem resolution procedures and guidelines for resolving
                    problems
                    relating to the collaboration hereunder and to users’ access to the
                    Operator Wireless Site through the Handset Link (the “Support
                    Procedures”).
                    The Support Procedures will include at least (i) points of contact
                    for
                    incidents of varying severity; (ii) a commitment for internal
                    escalation
                    procedures for problem incidents; and (iii) notifications for
                    scheduled
                    downtime or modifications to the Operator Wireless
                    Site.

                


        

         

        
          	
                  2.

                	
                  Fees

                


        

         

        Operator
          shall pay Nextel the fees as
          described on Exhibit A. Unless otherwise provided on Exhibit A:

         

        
          	 	
                  2.1.

                	
                  Payment
                    Schedule.
                    Operator shall pay Nextel the amount due each calendar quarter
                    within
                    thirty (30) days of the end of the quarter. Operator shall
                    also

                


        

         

        
          

        

        
          
            NEXTEL
              ONLINE HANDSET PLACEMENT AGREEMENT - CONFIDENTIAL

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                	
                   

                	
                  deliver
                    to Nextel a report supporting the amount paid in reasonable
                    detail.

                


        

         

        
          	 	
                  2.2.

                	
                  Records
                    and Inspection Rights.
                    Operator shall keep and maintain proper records and books of
                    account
                    relating to the amounts payable hereunder. Nextel may inspect
                    such records
                    to verify rendered statements, but not more than twice in any
                    twelve (12)
                    month period. Any such inspection (an “Audit”)
                    will be conducted after reasonable notice and during regular
                    business
                    hours at Operator’s offices in a manner that does not unreasonably
                    interfere with Operator’s business activities. Any Audit shall be at
                    Nextel’s cost and expense; provided, however, if it reveals underpayments
                    in any quarterly period in excess of five percent (5%) of amount
                    actually
                    paid for such quarter, Operator shall pay the reasonable cost
                    of the
                    Audit. Operator shall immediately pay Nextel the amount of any
                    underpayment revealed by an Audit.

                


        

         

        
          	
                  3.

                	
                  Promotional
                    Commitments

                


        

         

        Both
          parties agree to promote the availability of the Operator Content on the
          Nextel
          Online Internet Service in accordance with Exhibit
          D.
          In
          addition, Nextel may (but shall not be required to) (i) include one or
          more
          links to the Operator Site on the Nextel Site and (ii) include a description
          (including in such description Operator’s name and/or corporate logo) of the
          services and features available on the Operator Site or through the Handset
          Link
          on the Nextel Site and in promotional and advertising materials regarding
          Nextel
          and the Nextel Online Internet Services.

         

        
          	
                  4.

                	
                  Use
                    of Trademarks

                


        

         

        Each
          party grants the other a non-exclusive, nontransferable, royalty-free license
          to
          use, reproduce, distribute and display the trademarks described in Exhibit
          Esolely
          in
          connection with (i) the display of Operator Content as part of the Nextel
          Online
          Internet Service in the United States, its territories and possessions
          (ii) the
          advertising and promotion of the availability of the Operator Content on
          Nextel
          Online Internet Service and (iii) the display of any links, as expressly
          permitted hereunder between the Operator Site and the Nextel Site, provided
          that
          uses of such trademarks in advertising and promotion must be approved by
          the
          trademark owner in advance and are in compliance with the trademark owner’s
          then-current trademark usage guidelines. Each party agrees that all uses
          of the
          other party’s trademarks will: (i) not alter the trademarks in any way; and (ii)
          use the trademarks so that each of such trademarks creates a separate and
          distinct impression from any other trademark that may be used by the other
          party. Each party agrees that all uses of the other party’s trademarks,
          including the goodwill and reputation associated therewith, will inure
          to the
          benefit of the other party. 

         

        
          	
                  5.

                	
                  User
                    Data

                


        

         

        
          	 	
                  5.1.

                	
                  Operator
                    User Data.
                    Except as provided below, Operator has the exclusive right to
                    collect,
                    store and use all Operator User Data. Nextel acknowledges that,
                    as between
                    Operator on the one hand and Nextel and its Affiliates on the
                    other hand,
                    all Operator User Data shall be owned by
                    Operator.

                


        

         

        
          	 	
                  5.2.

                	
                  Nextel
                    User Data.
                    Except as provided below, Nextel has the exclusive right to collect,
                    store
                    and use all Nextel User Data. Operator acknowledges that, as
                    between
                    Operator and its Affiliates on the one hand and Nextel and its
                    Affiliates
                    on the other hand, all Nextel User Data shall be owned by Nextel.
                    

                


        

         

        
          	 	
                  5.3.

                	
                  Collected
                    Data of the Other Party.
                    In the event that either party receives or has access to any
                    Collected
                    User Data of the other, such party agrees to comply with all
                    applicable
                    data privacy policies of the other covering User Data as such
                    may be
                    provided by from time to time, provided that neither party shall
                    be
                    subject to such restriction with respect to information provided
                    to it by
                    its customers, even if such information is also provided as Collected
                    User
                    Data to the other.

                


        

         

        
          	 	
                  5.4.

                	
                  Referral
                    Information.
                    Notwithstanding the foregoing, neither party may directly or
                    indirectly
                    disclose any Referral Information (as defined below), either
                    alone or
                    together with other information, to any third party, nor use
                    or permit any
                    other person or entity to use any Referral Information to specifically
                    target communication to end-users or to otherwise specifically
                    solicit
                    users. “Referral
                    Information”
                    means any information disclosing that a specific user linked
                    from an
                    Qualifying Handset to the Operator Wireless Site via the Handset
                    Link and
                    any personally identifying information about such specific user
                    (including
                    identification, individually or in the aggregate, as a customer
                    of Nextel
                    or its Affiliates) derived from such
                    linking.

                


        

         

        
          	 	
                  5.5.

                	
                  Reporting.
                    The parties will cooperate in sharing relevant user data about
                    the
                    collaboration contemplated hereunder. Such data will include
                    the reports
                    listed in Exhibit
                    F.
                    Notwithstanding the foregoing, neither party will be required
                    to disclose
                    or exchange any personally identifiable information about its
                    users or
                    customers. Information disclosed in such reports will be considered
                    Confidential Information of the disclosing party and may be used
                    by the
                    receiving party, its agents and contractors, for any internal
                    business
                    purpose (including for the purpose of marketing products and
                    services to
                    users and customers) of the receiving party and its Affiliates,
                    provided
                    that all such use shall be subject to applicable privacy policies
                    of the
                    disclosing party (the extent provided to the receiving party),
                    law and
                    regulations.

                


        

         

        
          	 	
                  5.6.

                	
                  User
                    Privacy.
                    Operator agrees to abide by Nextel’s policies regarding end-user privacy,
                    including the policies prohibiting unsolicited telephone calls
                    and SMS
                    messages to Nextel users without express and specific permission
                    from the
                    end-user.

                


        

         

        
          

        

        
          
            NEXTEL
              ONLINE HANDSET PLACEMENT AGREEMENT - CONFIDENTIAL

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  6.

                	
                  CONFIDENTIALITY

                


        

         

        
          	 	
                  6.1.

                	
                  Terms
                    and Conditions.
                    The terms and conditions of this Agreement will be considered
                    confidential
                    and will not be disclosed to any third parties except that the
                    same may be
                    disclosed to (i) a party’s employees, agents, representatives,
                    accountants, attorneys, and financial advisors subject to reasonable
                    confidentiality restrictions, and (ii) as otherwise required
                    by
                    law.

                


        

         

        
          	 	
                  6.2.

                	
                  Generally.
                    Each party acknowledges that Confidential Information may be
                    disclosed to
                    the other during the Term. As used herein, “Confidential Information”
                    means any and all information relating to or disclosed in the
                    course of
                    the Agreement, which is or should be reasonably understood to
                    be
                    confidential or proprietary to the disclosing party, including,
                    but not
                    limited to, trade secrets, marketing data, product and business
                    plans, and
                    unpublished financial information. During the Term and for a
                    period of
                    three years following expiration or termination of this Agreement
                    (or such
                    shorter period that is the longest period permitted by applicable
                    law),
                    each party shall use the same care to prevent disclosing to third
                    parties
                    the Confidential Information of the other party as it employs
                    to avoid
                    disclosure, publication, or dissemination of its own information
                    of a
                    similar nature, but in no event less than a reasonable standard
                    of care.
                    Except as contemplated by this Agreement, neither party shall
                    make any use
                    of the other party’s Confidential Information or refuse to promptly
                    return, provide a copy of, or destroy the other party’s Confidential
                    Information upon request of the other party. The receiving party
                    shall
                    immediately notify the disclosing party upon gaining knowledge
                    of any
                    disclosure, loss, or use of the disclosing party’s Confidential
                    Information in violation of this Agreement. Notwithstanding the
                    foregoing,
                    this limitation shall not apply to any information that the receiving
                    party can demonstrate: (i) was in the public domain at the time
                    of
                    disclosure to it; (ii) was published or otherwise became a part
                    of the
                    public domain, after disclosure to the receiving party, through
                    no fault
                    of its own; (iii) was in the possession of the receiving party
                    at the time
                    of disclosure to it from a third party who had a lawful right
                    to such
                    information and disclosed such information to it, without a breach
                    of duty
                    owed to the disclosing party; or (iv) was independently developed
                    by the
                    receiving party without reference to Confidential Information
                    of the
                    disclosing party.

                


        

         

        
          	
                  7.

                	
                  Limitation
                    Of Liability; Disclaimer.

                


        

         

        
          	 	
                  7.1.

                	
                  Limitation
                    of Liability.
                    EXCEPT FOR (I) BREACHES OF SECTION 6
                    OR
                    (II) THIRD PARTY LIABILITIES SUBJECT TO THE INDEMNITY PROVISIONS
                    OF
                    SECTION 8,
                    UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR ITS RESPECTIVE AFFILIATES
                    BE
                    LIABLE TO THE OTHER PARTY FOR LOST PROFITS, OR FOR ANY INDIRECT,
                    INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES
                    ARISING
                    FROM THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE
                    TYPE OF CLAIM
                    AND EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
                    SUCH
                    DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED
                    PROFITS OR LOST BUSINESS. IN THE EVENT OF A BREACH OF ANY OF
                    THE TERMS OF
                    THIS AGREEMENT BY NEXTEL, OPERATOR’S SOLE AND EXCLUSIVE REMEDY SHALL BE
                    RECOVERY OF PROVEN DIRECT DAMAGES NOT TO EXCEED THE GREATER OF
                    (I) THE
                    FEES PAID OR PAYABLE TO NEXTEL UNDER THIS AGREEMENT DURING THE
                    THREE
                    MONTHS IMMEDIATELY PRECEDING THE DATE OF DETERMINATION OF THE
                    BREACHING
                    PARTY’S LIABILITY OR (II) ONE THOUSAND
                    DOLLARS.

                


        

         

        
          	 	
                  7.2.

                	
                  Disclaimers.
                    EXCEPT FOR THE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, ALL
                    MATERIALS,
                    CONTENT, SERVICES, AND DELIVERABLES PROVIDED BY ONE PARTY TO
                    THE OTHER
                    PARTY HEREUNDER ARE PROVIDED “AS IS.” THE FOREGOING WARRANTIES ARE IN LIEU
                    OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY
                    OR
                    OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY AND ALL
                    IMPLIED
                    WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY,
                    TITLE AND
                    NON-INFRINGEMENT.

                


        

         

        
          	
                  8.

                	
                  Certain
                    Legal Claims.

                


        

         

        
          	 	
                  8.1.

                	
                  Liability
                    for Operator Site.
                    Operator is solely responsible for any legal liability arising
                    out of or
                    relating to any material to which users can link through the
                    Handset Link
                    and the products or services offered or transactions effected
                    through the
                    Operator Site. Operator represents and warrants that: the operation
                    and
                    use of the Operator Site (including but not limited to the content
                    used or
                    displayed therein) and the use, reproduction, distribution, transmission,
                    display or serving of the Handset Link on the Nextel Qualifying
                    Handsets
                    will not violate any laws or any rights of any third parties,
                    including,
                    but not limited to, such violations as infringement or misappropriation
                    of
                    any copyright, patent, trademark, trade secret, or other proprietary,
                    property or other right, false advertising, consumer fraud, unfair
                    competition, defamation, invasion of privacy or rights
                    of

                


        

         

        
          

        

        
          
            NEXTEL
              ONLINE HANDSET PLACEMENT AGREEMENT - CONFIDENTIAL

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                	
                   

                	
                  celebrity,
                    or violation of any antidiscrimination law or
                    regulation.

                


        

         

        
          	 	
                  8.2.

                	
                  Indemnification
                    by Nextel.
                    Nextel, at its own expense, will defend Operator and its employees,
                    representatives, and agents against any claim, suit, action or
                    proceeding
                    based on or relating to the Nextel Online Internet Service, exclusive
                    of
                    claims arising out of or related to Operator Content or the Operator
                    Site.
                    Nextel will indemnify and hold Operator and its employees,
                    representatives, and agents harmless from and against any costs,
                    damages
                    and fees reasonably incurred, including but not limited to fees
                    of
                    attorneys and other professionals, that are attributable to such
                    claims.

                


        

         

        
          	 	
                  8.3.

                	
                  Indemnification
                    by Operator.
                    Operator, at its own expense, will defend Nextel, Nextel Affiliates,
                    and
                    their respective employees, representatives and agents against
                    any claim,
                    suit, action or proceeding based on or relating to the Operator
                    Content or
                    the Operator Site or breach by Operator of Section 8.1.
                    Operator will indemnify and hold Nextel, Nextel Affiliates, and
                    their
                    respective employees, representatives and agents harmless from
                    and against
                    any costs, damages and fees reasonably incurred, including but
                    not limited
                    to fees of attorneys and other professionals, that are attributable
                    to
                    such claims.

                


        

         

        
          	 	
                  8.4.

                	
                  Indemnification
                    Procedures.
                    With respect to any claims to which Sections 8.2
                    or 8.3
                    apply, the party seeking indemnity (“Indemnified
                    Party”)
                    shall promptly notify the other party (“Indemnifying
                    Party”)
                    of any such claims, and the Indemnified Party shall permit the
                    Indemnifying Party to assume and control the defense of the claim
                    with
                    counsel reasonably acceptable to the Indemnified Party. The Indemnifying
                    Party will not be responsible for any settlement made by the
                    Indemnified
                    Party without the Indemnifying Party’s written permission, which
                    permission will not be unreasonably withheld. The Indemnified
                    Party shall
                    have the right to employ separate counsel (at the expense of
                    the
                    Indemnified Party) and participate in the defense of any claim
                    or action.
                    The Indemnifying Party may not settle any claim or action under
                    this
                    Section 8
                    on
                    the Indemnified Party’s behalf without first obtaining the Indemnified
                    Party’s written permission. In the event the parties agree to settle
                    a
                    claim or action covered by this Section 8,
                    the Indemnifying Party agrees not to publicize the settlement
                    without
                    first obtaining the Indemnified Party’s written
                    permission.

                


        

         

        
          	 	
                  8.5.

                	
                  Insurance.
                    At all times during the Term, Operator shall maintain an insurance
                    policy
                    or policies reasonably satisfactory to Nextel and adequate in
                    amount to
                    insure Operator against all liability associated with this Agreement,
                    including potential liability pursuant to the indemnities provided
                    above.
                    Operator shall provide Nextel with a copy or certificate of such
                    policy or
                    policies within ten business days after any request therefor
                    and
                    thereafter shall promptly notify Nextel of any material change
                    in such
                    policy or policies.

                


        

         

        
          	
                  9.

                	
                  Term
                    And Termination.

                


        

         

        
          	 	
                  9.1.

                	
                  Term.
                    This Agreement will become effective as of the Effective Date
                    and will,
                    unless sooner terminated as provided below, expire at the end
                    of the
                    initial term set forth on the cover page hereof. Thereafter the
                    Agreement
                    may be renewed by amendment provided one party gives notice of
                    intent to
                    renew to the other party thirty (30) days prior to the expiration
                    of the
                    initial term. 

                


        

         

        
          	 	
                  9.2.

                	
                  Termination.
                    This Agreement may be immediately terminated by either party
                    upon notice
                    if the other party: (i) files a petition in bankruptcy, or makes
                    an
                    assignment for the benefit of its creditors; (ii) materially
                    breaches its
                    obligations under this Agreement (other than Sections 5.6, 6
                    or 11.2) and
                    fails to cure the breach within thirty (30) days after receiving
                    written
                    notice; or (iii) materially breaches Sections 5.6, 6 or 11.2.
                    In addition,
                    Nextel may terminate this Agreement upon thirty (30) days written
                    notice
                    to Operator if the functionality of the Operator Wireless Site
                    is
                    materially changed from that described in Exhibit
                    B.
                    Finally, both parties may also terminate this Agreement in accordance
                    with
                    the specific termination provisions in the Exhibits, if any or
                    elsewhere
                    herein.

                


        

         

        
          	 	
                  9.3.

                	
                  Effect
                    of Termination.
                    Upon any termination or expiration of this Agreement for any
                    reason, each
                    party shall promptly return the other party’s Confidential Information.
                    Sections 5,
                    6,
                    7, 8
                    and this Section 9.3
                    shall survive the expiration or termination of this Agreement.
                    Upon the
                    termination or expiration of this Agreement, the parties hereto
                    agree that
                    each party shall immediately cease the utilization of any trademarks
                    of
                    the other.

                


        

         

        
          	
                  10.

                	
                  Definitions

                


        

         

        
          	 	
                  10.1.

                	
                  “Affiliate”
                    means, with respect to a party, any entity that controls, is
                    controlled
                    by, or is under common control with such
                    party.

                


        

         

        
          	 	
                  10.2.

                	
                  “Collected
                    User Data”
                    means the Operator User Data and the Nextel User
                    Data.

                


        

         

        
          	 	
                  10.3.

                	
                  “Nextel
                    Site” means
                    the world wide web site of Nextel currently located at the URL
                    www.nextel.com.

                


        

         

        
          	 	
                  10.4.

                	
                  “Nextel
                    User Data”
                    means both individual and aggregate data, including Transmission
                    Data,
                    generated in connection with a user’s use of the Nextel Online Internet
                    Service or otherwise exchanged between Nextel and users.
                    

                


        

         

        
          

        

        
          
            NEXTEL
              ONLINE HANDSET PLACEMENT AGREEMENT - CONFIDENTIAL

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  10.5.

                	
                  “Operator
                    Content”
                    means the data, information, and other content made available
                    by Operator
                    on the Operator Wireless Site for transmission to users via the
                    Nextel
                    Online Internet Service.

                


        

         

        
          	 	
                  10.6.

                	
                  “Operator
                    Site”
                    means the world wide web site of the Operator addressed by the
                    URL set
                    forth on the cover page or any successor thereto and the pages
                    within and
                    linked to such site, including the Operator Wireless
                    Site.

                


        

         

        
          	 	
                  10.7.

                	
                  “Operator
                    User Data”
                    means both individual and aggregate data (i) generated in connection
                    with
                    a user’s use of Operator Content or the Operator Wireless Site or (ii)
                    otherwise exchanged between Operator and users via the Nextel
                    Online
                    Internet Service. 

                


        

         

        
          	 	
                  10.8.

                	
                  “Operator
                    Wireless Site”
                    means the then-current web site developed by Operator with content
                    formatted for transmission to wireless handheld devices.
                    

                


        

         

        
          	 	
                  10.9.

                	
                  “Qualifying
                    Handset”
                    means a wireless phone enabled by Nextel and activated by the
                    customer to
                    access Internet content and services via the Nextel Online Internet
                    Service for which Nextel provides a default mini-browser
                    configuration.

                


        

         

        
          	
                	10.10.	
                  “Term”
                    means the initial term and any renewal term hereof pursuant to
                    Section
                    9.1.

                


        

         

        
          	
                	10.11.	
                  “Transmission
                    Data”
                    means data generated in connection with a user’s use of the Nextel Online
                    Internet Service constituting transmission information rather
                    than content
                    of a transmission. Transmission Data includes, without limitation,
                    the
                    identity of the transmitting and receiving parties, the time
                    and length of
                    the communication, the location of the transmitting party and
                    the identity
                    of internet sites visited. Transmission Data does not include,
                    for
                    example, the identity of products purchased at internet
                    sites.

                


        

         

        
          	
                  11.

                	
                  Miscellaneous

                


        

         

        
          	 	
                  11.1.

                	
                  Assignment.
                    Either party may perform its obligations hereunder directly or
                    through one
                    or more of its Affiliates. Nevertheless, such party shall be
                    responsible
                    for the performance of any of its Affiliates. Except as provided
                    in this
                    Section 11.1,
                    neither party may assign or delegate its obligations under this
                    Agreement,
                    whether in whole or part, by operation of law or otherwise, without
                    the
                    other party’s written consent, provided that either party may assign this
                    Agreement to an Affiliate, so long as such Affiliate assumes
                    all
                    obligations under this Agreement. 

                


        

         

        
          	 	
                  11.2.

                	
                  Construction.  If
                    for any reason a court of competent jurisdiction finds any provision
                    of
                    this Agreement, or portion thereof, to be unenforceable, that
                    provision of
                    the Agreement will be enforced to the maximum extent permissible
                    so as to
                    effect the intent of the parties, and the remainder of this Agreement
                    will
                    continue in full force and effect. Failure by either party to
                    enforce any
                    provision of this Agreement will not be deemed a waiver of future
                    enforcement of that or any other provision. This Agreement has
                    been
                    negotiated by the parties and their respective counsel and will
                    be
                    interpreted fairly in accordance with its terms and without any
                    strict
                    construction in favor of or against either
                    party.

                


        

         

        
          	 	
                  11.3.

                	
                  Entire
                    Agreement.  This
                    Agreement does not constitute an offer by Operator or Nextel
                    and it shall
                    not be effective until signed by both parties and all exhibits
                    have been
                    completed and attached hereto. This Agreement constitutes the
                    entire
                    agreement between the parties with respect to the subject matter
                    hereof
                    and merges all prior and contemporaneous communications. It shall
                    not be
                    modified except by a written agreement dated subsequent to the
                    date of
                    this Agreement and signed on behalf of Nextel and Operator by
                    their
                    respective duly authorized
                    representatives.

                


        

         

        
          	 	
                  11.4.

                	
                  Execution
                    of Counterparts.
                    This Agreement may be executed in any number of counterparts,
                    all of which
                    taken together will constitute a single instrument. Execution
                    and delivery
                    of this Agreement may be evidenced by facsimile transmission,
                    provided
                    that the parties agree to execute identical original Agreements
                    as soon as
                    possible thereafter.

                


        

         

        
          	 	
                  11.5.

                	
                  Force
                    Majeure.
                    Neither party shall be liable hereunder by reason of any failure
                    or delay
                    in the performance of its obligations hereunder caused by material labor
                    strikes, riots, insurrection, fires, flood, storm, explosions,
                    acts of
                    God, war, governmental action, earthquakes, or any other cause
                    which is
                    beyond the reasonable control of such party provided that such
                    party makes
                    reasonable efforts to promptly remedy the failure or delay when
                    such cause
                    is eliminated. If a party’s failure or delay of performance is excused by
                    this Section for thirty (30) days or more, the other party may,
                    but is not
                    obligated to, terminate this Agreement upon written notice to
                    the
                    nonperforming party.

                


        

         

        
          	 	
                  11.6.

                	
                  Governing
                    Law.  This
                    Agreement shall be governed by the internal substantive laws
                    of the
                    Commonwealth of Virginia. Operator consents to jurisdiction and
                    exclusive
                    venue in the state and federal courts sitting in the Commonwealth
                    of
                    Virginia. In any action or suit to enforce any right or remedy
                    under this
                    Agreement or to interpret any provision of this Agreement, the
                    prevailing
                    party shall be entitled to recover its costs, including reasonable
                    attorneys’ fees.

                


        

         

        
          	 	
                  11.7.

                	
                  Independent
                    Contractors.  Nextel
                    and Operator are independent contracting parties, and nothing
                    in this
                    Agreement shall be construed as creating an employer-employee
                    relationship, a partnership, a franchise, or a joint venture
                    between the
                    parties.

                


        

         

          
            

          

        

        
          
            NEXTEL
              ONLINE HANDSET PLACEMENT AGREEMENT - CONFIDENTIAL

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  11.8.

                	
                  Notices
                    And Contacts.
                    All notices required by this Agreement will be deemed to have
                    been given
                    when actually received by the party to which notice is provided
                    at the
                    address provided herein.

                


        

         

        [End
          of
          Agreement Text.]

      

       

      
        
          

        

        
          
            NEXTEL
              ONLINE HANDSET PLACEMENT AGREEMENT - CONFIDENTIAL

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
         

      

      
        Exhibit
          A

         

        Fees

         

        	1  	
                Link
                  Placement on Mobile Homepage

              


        During
          the initial three-month term, the Trial, Operator will not charge Nextel
          customers for use of the Operator service. During the Trial, Operator will
          not
          share fees with Nextel. 

        


        Both
          parties at the conclusion of the trial shall negotiate revenue sharing.
          Agreement on these terms is a renewal requirement. 

         

        	2  	
                Advertisement
                  Revenue Fees

              


        Nextel
          will waive the right to revenue share for advertising served during the
          Trial so
          long as that advertising meets Nextel requirements detailed within this
          agreement and Operator provides Nextel with reporting on the value and
          quantity
          of advertising served. 

         

        
          

        

        
          
            NEXTEL
              ONLINE HANDSET PLACEMENT AGREEMENT - CONFIDENTIAL

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Exhibit
          B

         

        Site
          and Link Descriptions

         

        	1.  	
                Description
                  of features included on Operator Site to be included on Operator
                  Wireless
                  Site:

              


        


        XSVoice
          will provide and manage an “audio” WAP Audio application that will provide
          Nextel customers with the ability to stream both live and on-demand audio
          programs to their Nextel phones. XSVoice will utilize its SWInG (Streaming
          Wireless Internet GatewayTM) technology to enable the audio content to be
          streamed to Nextel mobile devices.

        


        XSVoice’s
          SWInG (Streaming Wireless Internet GatewayTM) platform is a behind-the-scenes
          enabling technology that will integrate into Nextel’s wireless
          telecommunications infrastructure and will enable Nextel to provide live
          or
          pre-recorded streaming audio content to users of its current-generation
          WAP-enabled wireless devices.

        


        The
          initial WAP audio application will contain the categories, sub-categories,
          and
          audio programs outlined and attached to this document as Exhibit
          I.
          Operator and Nextel recognize and agree that content changes frequently
          and that
          audio programs, categories, and sub-categories may be added, changed, or
          removed
          by Operator at anytime during the trial.

        


        During
          the Trial, Operator will provide a splash page or other means effectively
          communicate the nature and duration of the Trial. 

        


        


        
          	
                	2.	
                  Placement
                    of Handset Link:

                


        

        


        The
          Operator Site will receive general placement on the default pages of the
          Nextel
          Online Wireless Internet Service. The Operator Site will appear in the
“Portal”
category or in a category with similar situated services as determined
          by Nextel
          discretion. 

        


        Should
          Operator provide Nascar.com Audio and Nextel agree to place a link to this
          content within the Nextel Online Wireless Internet Service, that link will
          be
          placed in the “Sports” category or in a category with similar situated services
          as determined by Nextel discretion. 

         

        Nextel
          may redesign, delete or replace any aspect of the Nextel Online Internet
          Service
          or may redesign or replace the type or placement of links offered on the
          Qualifying Handsets. 

         

         

        
          	
                	3.	
                  Placement
                    of Operator Site Link:

                


        

        


        A
          Nextel
          logo and link to the Nextel wireline Internet site will be placed not more
          than
          3 clicks away from the Operator homepage where Mobile partners appear.
          Nextel
          will be treated not less prominently than other carriers.

         

        
          

          
            
              
                NEXTEL
                  ONLINE HANDSET PLACEMENT AGREEMENT - CONFIDENTIAL

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

      

       

      Exhibit
        C

      

        Service
          Level Agreement

        Nextel
          Wireless Web Content Partners

         

        I.
          Introduction

        This
          document is the Service Level Agreement (“SLA”) between Nextel and Operator,
          whereby Operator will provide wireless web site content and applications
          (collectively, “Application(s)”) and services to provide such Applications to
          operate with Nextel services (including but not limited to SMS (short messaging
          system) and wireless data services) for use by all subscribers of Nextel
          services (“End-user(s)”) at the levels set forth in this SLA (“Services”). To
          adequately offer and support Applications, Nextel and Operator agree to
          the
          terms and conditions set forth in this SLA including, but not limited to,
          the
          following areas.

        


        	·      	
                Application
                  availability to the End-user

              


        	·      	
                Trouble
                  identification and resolution process

              


        	·      	
                Ongoing
                  Application support, upgrade, and change control
                  plan

              


        


        II.
          Application Availability to End-user

        Application
          Availability 

        The
          Application availability requirement at commercial launch and thereafter
          for
          Applications and support tools is 99.5% over 365 days a year, 7 days a
          week, and
          24 hours a day. This equates to an average of 7.2 minutes of outage during
          a
          24-hour period. This includes all unscheduled Application outage as well
          as any
          scheduled outage that cannot be performed during the maintenance window
          set
          forth below. 

        


        Scheduled
          Downtime/Maintenance

        It
          is
          expected that occasional downtime will be required to maintain and enhance
          the
          Application. This downtime must be scheduled at least 48 hours in advance
          with
          Nextel’s consent and be performed between the hours of 02:00 AM and 06:00 AM
          Eastern Time and shall not exceed two hours in length. Special consideration
          may
          be given by Nextel as dictated by End-user needs. For example, some Applications
          might need to be online during late evening/early morning times. If Application
          is not operable/is experiencing downtime and work time required by Operator
          is
          expected to exceed two hours in length, then seven days prior notification
          to
          Nextel is required.

        


        Notifications/Alerts
          to Nextel

        During
          the course of normal operations, Operator may experience service impairments
          (including but not limited to slow response and partial service outage).
          Operator shall notify the Nextel Network Operations Center (“NOC”) of any
          service impairment within the initial response times set forth in this
          SLA under
“Trouble Identification and Resolution Process” and Operator will immediately
          begin an investigation to determine the cause of the service impairment
          with
          Nextel’s assistance as requested if necessary. Such notification by Operator to
          Nextel shall be made by telephone to 1-877-207-9125 (NOC) as well as electronic
          mail to mcleannoc@nextel.com
          and
pnoc@nextel.com.
          Sufficient details of the service impairment shall be provided by Operator
          to
          Nextel to enable prompt resolution of the service impairment (including
          but not
          limited to service affected, extent of impairment, contact for joint
          troubleshooting).

        


        Operator
          shall monitor Applications 365 days a year, 7 days a week and 24 hours
          a day and
          shall take immediate action to resolve any Application problems and issues.
          

        


        III.
          Trouble Identification and Resolution Process

        Goal
          of the Trouble Identification and Resolution Process

        The
          goal
          of the trouble identification and resolution process is to resolve all
          Service
          and Application problems and impairments by Operator: (a) before they are
          seen
          by an End-user, or (b) as quickly and efficiently as possible once reported
          by
          an End-user or any other person. To this end, monitoring and surveillance
          as
          well as troubleshooting and issue determination and analysis are key to
          achieving these goals. Coordination of activities between Nextel and Operator
          is
          essential and Operator agrees to immediately communicate all relevant
          information and/or data to Nextel as set forth herein.

        


        Priority
          Assignments and Resolution Intervals

         

        
          
            

          

          
            
              NEXTEL
                ONLINE HANDSET PLACEMENT AGREEMENT - CONFIDENTIAL

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

        To
          ensure
          a concerted, coordinated, resolution effort, agreement on the priority
          category
          and the problem resolution interval for Services is needed. The following
          tables
          establish these terms.

         

        
          
            
              
                	
                        Priority

                      	
                        Criteria
                          and Examples

                      
	
                         

                        High

                      	
                        Criteria:

                        ·  Problem
                          has been assessed/verified by Operator.

                        ·  The
                          Application is not delivering value expected by NEXTEL
                          to a cross-section
                          of End-users. A systemic issue is reasonably judged to
                          be the cause of the
                          Service interruption.

                        ·  Operator
                          supplied, Applications administration tools are not available
                          or
                          operational. End-user status and configuration issues can
                          not be resolved.
                          

                         

                        Examples:

                        ·  <
                          Please
                          provide details of what you deem a high priority>

                        example:
                          High priority means an error in or inability to use the
                          Application or
                          Service which causes a complete (100%) loss of Service
                          for any subset of
                          End-users and for which a workaround has not been made
                          available and which
                          causes an important or material component of the Operator
                          Services to be
                          unusable. Example: End-users receiving “bad http status” error when
                          attempting to connect to the Operator site.

                      
	
                         

                        Medium

                      	
                        Criteria:

                        ·  Problem
                          has been assessed/verified by Operator.

                        ·  Significant
                          Service degradation to Application or Service performance.

                        ·  Flaw
                          in administration tool that is causing significant loss
                          of functionality
                          and no clear workaround is immediately available.

                         

                        Examples:

                        ·  <
                          Please
                          provide details of what you deem a medium priority>

                        example:
                          Medium priority means an error in but not inability to
                          use the Application
                          or Service (all errors except for “High Priority”
                          errors set forth above) that causes degradation of performance
                          of an
                          Application or Service and that constitutes a failure of
                          a material
                          product feature which causes significant inconvenience
                          to End-users,
                          system or product malfunction or non-usability by End-users.
                          

                      
	
                         

                        Low

                      	
                        Criterion:

                        ·  Problem
                          has been assessed/verified by Operator.

                        ·  Problem
                          with the Application that is inconvenient for Nextel or
                          End-users but can
                          be worked around with minimal disruption to the End-user’s access to an
                          Application(s) and activity and results in minimal usage
                          reduction by
                          End-users.

                         

                        Examples:

                        ·
 <
                          Please
                          provide details of what you deem a low priority>
                          

                        example:
                          Low priority means an error in but not inability to use
                          the Application or
                          Service that has minimal current impact on the End-user
                          and/or causes a
                          malfunction of a non-essential product
                          feature.

                      


              

            

          

        

      

    

     

    
      The
        following table sets forth response times required of Operator:

      


      
        	
                Priority

              	
                Time
                  Requirement for
Initial Response

              	
                Update
                  Interval

              	
                Time
                  Requirement for
Resolution 

              
	
                High

              	
                30
                  minutes or less

              	
                Every
                  60 minutes

              	
                2
                  hours

              
	
                Medium

              	
                60
                  minutes or less

              	
                Every
                  2 hours

              	
                4
                  hours

              
	
                Low

              	
                1
                  business day or less

              	
                Daily

              	
                1
                  week or less

              


      

    

     

    
      Management
        Notification Protocol

      If
        time
        requirements set forth above for problem resolution are not met, the NEXTEL
        NOC
        will provide advisories to Nextel’s management as set forth below under “Nextel
        Notification Protocol”. Operator will also provide advisories to Operator’s
        management team as set forth below under “Operator Notification Protocol”. This
        will allow maximum situational awareness of key issues and allow coordinated
        communications and resolution efforts.

       

      Nextel
        Notification Protocol

      
        	
                Priority

              	
                Resolution
                  Time
Requirement Not Met

              	
                2x
                  Time Requirement
Needed for Resolution

              	
                3x
                  Time Requirement
Needed for Resolution

              
	
                High

              	
                Director
                  NOC

              	
                VP
                  NOC

              	
                VP
                  Engineering & Operations

              
	
                Medium

              	
                Director
                  NOC

              	
                VP
                  NOC

              	
                VP
                  Engineering & Operations

              
	
                Low

              	
                Director
                  NOC

              	
                VP
                  NOC

              	
                VP
                  Engineering & Operations

              


      

    

     

    
      
        

      

      
        
          NEXTEL
            ONLINE HANDSET PLACEMENT AGREEMENT - CONFIDENTIAL

        

        
          
          

          
            

          

        

        
          
          

        

         

      

    

    
      Operator
        Notification Protocol 

      
        	
                Priority

              	
                Resolution
                  Time
Requirement Not Met

              	
                2x
                  Time Requirement
Needed for Resolution

              	
                3x
                  Time Requirement
Needed for Resolution

              
	
                High

              	
                Director
                  NOC

              	
                Director
                  Production Systems

              	
                VP
                  Operations

              
	
                Medium

              	
                Director
                  NOC

              	
                Director
                  Production Systems

              	
                VP
                  Operations

              
	
                Low

              	
                Director
                  NOC

              	
                Director
                  Production Systems

              	
                VP
                  Operations

              


      

      


      The
        Operator Care Process

      Nextel
        is
        responsible for support of the Nextel service, the Nextel network, and the
        telecommunications elements of the Nextel Wireless Web Service. Operator
        is
        responsible for all support of Operator Services. Operator’s toll-free telephone
        number that Nextel may provide to End-users experiencing problems with Operator
        Services is 1-800-______________,
        which
        toll-free number will be answered in person 24 hours a day, 7 days a week,
        365
        days a year. If Operator determines the problem is due to End-user error,
        an
        Operator customer service representative will walk the End-user through the
        necessary steps to use the Service. In all other cases, Operator will follow
        the
“Trouble Identification and Resolution Process” set forth above. 

       

      Nextel/Operator
        Escalation Contact Information

      The
        following table lists the points of contact for consultation and escalation
        of
        technical issues between Operator and Nextel. All Nextel and End-user calls
        to
        Operator will be answered 365 days a year, 7 days a week and 24 hours a day.
        

       

      
        Nextel
          Contacts (For Operator Use)

        
          
            	
                    Call
                      Types

                  	
                    Nextel
                      Department 

                  	
                    Nextel
                      Phone Numbers to Use

                  	
                    Hours
                      of Operation

                  
	
                    End-user
                      Issues 

                  	
                    Nextel
                      Customer Care

                  	
                    1-800-639-6111

                  	
                    7
                      days a week 24 hours a day

                  
	
                    Operational
                      Issues 

                  	
                    NOC

                  	
                    1-877-207-9125

                  	
                    7
                      days a week 24 hours a
                      day

                  


          

 

          Operator
            Contacts (For Nextel Use)

        

        
          
            	
                    Call
                      Types

                  	
                    Operator
                      Department

                  	
                    Operator
                      Phone Numbers to Use

                  	
                    Hours
                      of Operation

                  
	
                    End-user
                      Issues 

                  	
                    Operator
                      Customer Care

                  	
                    xxx-xxx-xxxx

                  	
                    7days
                      a week 24 hours a day

                  
	
                    Operational
                      Issues

                  	
                    NOC/Data
                      Operations

                  	
                    xxx-xxx-xxxx

                  	
                    7days
                      a week 24 hours a day

                  


          

        

        
           

        

        


        IV.
          Open Issues List and Reporting 

        There
          are
          two types of weekly Operator reporting that will be required: operational
          and
          customer care.

        


        Operational
          Reporting 

        Operator
          will provide weekly reports to Nextel’s NOC via email to mcleannoc@nextel.com
          and
pnoc@nextel.com,
          on the
          status of all issues reported by Nextel during the week of the report no
          later
          than Tuesday of the following week. This report will contain the date that
          the
          issue was opened, a summary of the issue, the current issue status and,
          if
          resolved, the date and description of the resolution. This report shall
          be
          submitted to Nextel no later than Tuesday of the week following the immediately
          preceding week. 

        
           

          
            

          

          
            
              NEXTEL
                ONLINE HANDSET PLACEMENT AGREEMENT - CONFIDENTIAL

            

            
              
              

              
                

              

            

            
              
              

            

             

          

        

        Customer
          Care

        A
          monthly
          report
          containing the following information will be provided to Nextel’s NOC via email
          to [insert email address] by the Operator no later than the first Friday
          of the
          month following the immediately preceding month:

        
          	
                  ·

                	
                  Number
                    of calls transferred from Operator to
                    Nextel.

                


        

        
          	
                  ·

                	
                  Time
                    of resolution for each call and how it was
                    resolved.

                


        

         

        A
          quarterly report containing the following information will be
          provided to Nextel’s NOC via email to [insert email address] by the Operator no
          later than the second Friday of the month following the immediately preceding
          quarter:

        
          	
                  ·

                	
                  Total
                    number and description of unresolved
                    issues.

                


        

        
          	
                  ·

                	
                  Number
                    of customer care calls Operator receives each month of the quarter
                    being
                    reported.

                


        

        


        V.
          Applications Performance Validation and Change Control

        Objectives
          of the Applications Performance Validation and Change Control
          Process

        The
          objectives of the Applications Performance Validation and Change Control
          Process
          are to assure that all Applications meet, and continue to meet, Nextel’s
          expectation for performance and feature functionality. This process defines
          the
          series of subprocesses required to assure Application performance and
          system-level compatibility throughout the Application and supporting systems
          life cycle. These subprocesses and the associated responsibilities are
          set forth
          below.

        


        Application
          Validation & Verification (“AV&V”)

        The
          goal
          of the AV&V process is to capture and/or quantify functional and performance
          issues and/or metrics related to an Application or Service offering prior
          to
          commercial launch or cutover. Qualifying activities may include:

        
          	
                  ·

                	
                  Applications
                    not previously deployed with Nextel’s general service offerings, Software
                    releases and upgrades and updates associated with Applications
                    actively
                    available as a part of Nextel’s general service
                    offering;

                


        

        
          	
                  ·

                	
                  New
                    releases and upgrades associated with Applications actively available
                    as a
                    part of Nextel’s general service
                    offering;

                


        

        
          	
                  ·

                	
                  Bug
                    fixes and patches to be applied to actively available Applications,
                    any
                    upgrades or modifications to the Applications hardware or software
                    platform; and

                


        

        
          	
                  ·

                	
                  Any
                    modification, upgrades, updates or changes to the communications
                    (WAN)
                    component of the Applications
                    offering.

                


        

        


        The
          information obtained during the testing stage of this process shall be
          disseminated to the various responsible constituencies within Nextel as
          requested by Nextel for the general purposes of Care and network planning.
          Nextel and the Operator will cooperate to assure that testing occurs on
          a
          release or version of the software, platform, and communications environment
          prior to commercial release or cutover.

        


        Application
          Change Process

        Operator
          will notify Nextel Operations of all Application, communications and
          hosting/platform related changes, maintenance and upgrades that affect
          the
          application feature functionality or may be customer impacting. Notification
          will be made by means of a mutually agreed format and single point of contact
          at
          least thirty (30) days prior to the change. For each planned change or
          upgrade,
          an open problem list of key critical issues shall be maintained by Operator.
          This list must be made available to Nextel prior to and as part of the
          AV&V
          process. This will allow Nextel and Operator to complete analysis and testing,
          if required, to confirm continued Applications operation. Based on the
          information provided in regards to the application update, Nextel will
          determine
          whether the impact to the user would require the application to be submitted
          to
          Nextel’s AV&V process.

        


        If
          Nextel
          determines that the AV&V process is necessary, new releases will be
          submitted through the Nextel point-of-contact [the specific Business
          Development/Product Manager] (“POC”), employing the existing Nextel
          documentation and request forms that will be provided by Nextel. AV&V
          Requests submitted for software releases will detail all new feature
          functionality and performance changes associated with the release. Releases
          will
          be managed and deployed according to the agreed to FOA process. All new
          software
          releases must be compatible with all current and previous versions (at
          least two
          prior versions) of software and Applications, except, in certain cases
          where
          prior written consent has been obtained from Nextel.

        


        Maintenance

        Operator
          will provide Nextel with a 30/60 day rolling schedule for planned maintenance.
          This schedule will define the nature of the planned maintenance and what,
          if
          any, End-user or system impact can be anticipated. Nextel’s NOC will be notified
          of all unplanned maintenance or changes as described in the
“Notifications/Alerts to Nextel” section of this SLA.

        
           

          
            

          

          
            
              NEXTEL
                ONLINE HANDSET PLACEMENT AGREEMENT - CONFIDENTIAL

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

        Exclusive
          Remedy for Breach

        The
          Parties agree that, notwithstanding any provisions to the contrary in the
          Agreement, the exclusive remedy for a breach of any obligation set forth
          in this
          SLA or any contractual provision of the Agreement pertaining to the obligations
          in this SLA, shall be a right of termination of under Section 9.2(ii) of
          the
          Agreement. 

        


        w:\legal\commercial\blank
          documents\agreement forms\E Commerce\Form SLA2.26.01 

         

        
          
            

          

          
            
              NEXTEL
                ONLINE HANDSET PLACEMENT AGREEMENT - CONFIDENTIAL

            

            
              
              

              
                

              

            

            
              
              

            

          

        

         

      

      
        
          Exhibit
            D

          


          


          Promotion
            Plans

           

          
            	
                    ·

                  	
                    Nextel
                      agrees to place a description of the Operator application on
                      the
                      Nextel.com primary web site in a manner and position substantially
                      similar
                      to other Nextel partners in the same Nextel category as Operator.
                      

                  


          

          


          
            	
                    ·

                  	
                    Operator
                      agrees to place a description of the Nextel services on the
                      Operator Site
                      in a manner and position substantially similar to other Operator
                      partners
                      in the same category as Nextel, provided that Nextel gives
                      prior written
                      approval to any description used by
                      Operator.

                  


          

          


          
            	
                    ·

                  	
                    Neither
                      party shall issue press releases or make other public announcements
                      regarding this Agreement without the other party’s prior written consent,
                      which consent shall not be unreasonably withheld. Nextel shall
                      have he
                      right to reference the service described in this Agreement
                      in promotional
                      materials; provided such promotional materials have been approved
                      in
                      writing by Operator. 

                  


          

           

          
            	
                    ·

                  	
                    During
                      the first month of the trial, Nextel will provide a description
                      of the
                      Operator Service and a link to the Operator Site within the
‘What’s New’
                      category on the Nextel Online Wireless Internet Service.
                      

                  


          

        

      

    

     

    
      
        
          

        

        
          
            NEXTEL
              ONLINE HANDSET PLACEMENT AGREEMENT - CONFIDENTIAL

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    
      Exhibit
        E

      


      


      Trademarks

      


      


      1.
        Nextel
        trademarks:

      


      NEXTELâ,
        NEXTELâ.COM,
        NEXTEL ONLINEâ,
        plus
        those graphic logos (if any) as
        provided to Operator or an Affiliate for the purposes of this
        Agreement. Nextel
        may, but is not obligated to provide additional trademarks to Operator
        for use
        in
        connection with this Agreement. Nextel may amend its trademarks at any time
        in
        its sole discretion.

      


      


       

      2.
        Operator trademarks:

      

        
          
            

          

          
            
              NEXTEL
                ONLINE HANDSET PLACEMENT AGREEMENT - CONFIDENTIAL

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    
      Exhibit
        F

      


      


      Reports

      


      


      On
        or
        before the 5th
        day of
        every month Operator will provide Nextel with the following
        reports:

      
        	 	
                ·

              	
                Total
                  page views/month

              


      

      
        	 	
                ·

              	
                Unique
                  visitors/month

              


      

      
        	 	
                ·

              	
                Number
                  of visitors/month

              


      

      
        	 	
                ·

              	
                Unique
                  log-ins/month

              


      

      
        	 	
                ·

              	
                Number
                  of log-ins/month

              


      

      
        	 	
                ·

              	
                Number
                  of advertisement served/month

              


      

      
        	 	
                ·

              	
                Gross
                  amount of advertising revenue during the
                  month

              


      

    

     

    
      

    

    
      
        
          
            NEXTEL
              ONLINE HANDSET PLACEMENT AGREEMENT - CONFIDENTIAL

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    
      Exhibit
        G

      


      Advertising
        Requirements

       

      
        Operator
          and Nextel agree as follows:

        


        Operator
          may elect to serve audio advertising, whether for Operator or a third party,
          during the audio buffer period of the delivered streams within the Operator
          Service, only if the inclusion of such Audio Advertising is and must be
          in
          accordance with the following requirements:

         

        
          	 	
                  a)

                	
                  Unless
                    agreed upon in writing by Operator and Nextel, Text Advertising
                    shall not
                    link to content, an application or any URL hosted by another
                    source/entity
                    other than Operator, Operator’s advertising agency or the site of the
                    party receiving such advertising and in no event will the Text
                    Advertising
                    extend beyond a single web page (example: linking to Yahoo!,
                    America
                    Online or Sun Microsystem’s wireless site is prohibited).
                    

                


        

         

        
          	 	
                  b)

                	
                  Nextel
                    and Operator will consider alternative approaches to deliver
                    advertising
                    that must be mutually agreed upon in writing before Operator
                    may implement
                    or deliver such advertising.

                


        

         

        
          	 	
                  c)

                	
                  Operator
                    shall not, without Nextel’s prior written consent, cause or permit any
                    advertising for Nextel competitors or for any wireless carrier
                    other than
                    Nextel to be served to or displayed on any Qualifying Handset
                    and shall
                    not cause or permit advertising for wireless device manufacturers
                    or the
                    interactive properties of various competitors. These competitors
                    shall
                    include but are not limited to:

                


        

         

        Airgate,
          Alamosa PCS, Alltel Corporation, AOL Anywhere & AIM services, AT&T / NTT
          DoCoMO, Cingular, Dobson, Excite@Home Wireless Portal, Leap Wireless, MSN
          Mobile
          Wireless Portal & IM services, Quest Communications, Rural Cellular, Sprint
          PCS/Virgin Mobile, Telecorp, Triton PCS, Ubiquitel, US Cellular, US Unwired,
          Verizon , VoiceStream/Deutsche Telecom, Western Wireless, and Yahoo! Wireless.
          

         

        
          	 	
                  d)

                	
                  Operator
                    shall share the revenues resulting from the sales of the Audio
                    Advertising
                    with Nextel as set forth in Exhibit A of the Agreement.
                    

                


        

         

        
          	 	
                  e)

                	
                  Operator
                    shall not permit Push advertisements (defined below) or Alert
                    advertisements (defined below) that do not require the consent
                    of a Nextel
                    end user. All Push advertisements and Alert advertisements shall
                    require
                    the opt-in consent by the Nextel end user receiving such Push
                    advertisement or Alert advertisement. In addition, Text Advertising
                    shall
                    include the identification of the advertiser in the Text Advertising.
                    Operator shall manage Nextel User opt-in consents via real-time
                    web-based
                    administration on Operator Site and wireless-based administration
                    on
                    Operator Wireless Site. 

                


        

         

        
          	 	
                  f)

                	
                  Operator
                    shall limit House Ads (defined below) to less than twenty-five
                    percent
                    (25%) of total advertisements served on Qualifying
                    Handsets.

                


        

         

        
          	 	
                  g)

                	
                  Operator
                    may conduct customer/end-user feedback inquiries to determine
                    customer/end-user perceptions and obtain customer/end-user feedback
                    concerning the Text Advertising (“Feedback”). Subject to any
                    confidentiality restrictions, Operator shall provide a copy of
                    Feedback to
                    Nextel promptly upon its availability to Operator. Upon Nextel’s written
                    request and advertiser’s consent, Nextel shall be given the opportunity to
                    participate in meetings or sessions with customers/end-users
                    to obtain
                    Feedback (“Feedback Session”) and to participate in preparing all written
                    materials to obtain Feedback (“Feedback Materials”). If the customer/end
                    user experience or Feedback, as obtained by Operator, is negative,
                    the
                    parties will use commercially reasonable efforts to work together
                    to solve
                    the problem. If the problem is not solved to Nextel’s reasonable
                    satisfaction, Nextel may, in its sole discretion, terminate Operator’s
                    right to advertise on Qualifying Handsets over the Nextel wireless
                    network. Upon such termination, Operator shall promptly remove
                    all
                    advertising from Qualifying Handsets and no advertising of any
                    kind shall
                    be or caused to be served or displayed by Operator on any Qualifying
                    Handset.

                


        

         

        
          	 	
                  h)

                	
                  Operator
                    and any third party serving advertising on behalf of Operator
                    acknowledge
                    that adherence to privacy and fair information collection is
                    of utmost
                    importance to Operator, third party and Nextel. Operator will
                    feature an
                    easy to understand privacy policy to identify the nature of any
                    user
                    information collected, the purpose for collecting such information
                    in
                    connection with both Operator’s content delivery activities, and any third
                    party’s advertising serving activities at Operator site URL.
                    

                


        

         

      

      
        

      

    

    
      
        
          
            
              
                NEXTEL
                  ONLINE HANDSET PLACEMENT AGREEMENT - CONFIDENTIAL

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

      

    

     

    
      2.    
        The
        following definitions shall govern for the purposes of Exhibit G and the
        Agreement:

      


      
        	 	
                a)

              	
                "Audio
                  Advertising" shall mean (i) any audio-based advertisement whether
                  for
                  Operator or a third party, that Operator conveys in the Operator
                  Content
                  for listening on any Qualifying Handset. Audio Advertising does
                  not and
                  shall not include any other type of advertisement. Audio Advertising
                  includes all promotional messages for Operator or a third party
                  including
                  but not limited to sponsorship
                  arrangements.

              


      

       

      
        	 	
                b)

              	
                “Alert”
                  advertisements are Advertising that employ the data alert mechanisms.
                  The
                  user is made aware of the availability of a message (Data Net Mail)
                  by
                  means of the applicable alerting mechanism and then acts upon that
                  alert
                  by deleting, saving or retrieving the associated message.
                  

              


      

       

      
        	 	
                c)

              	
                “Push”
                  advertisements shall mean those advertisements that have the ability
                  to
                  deliver content to the Qualifying Handset in a fashion that requires
                  no
                  action on the part of the user and preempts most or all other Qualifying
                  Handset related activities. Push advertisements are text-based
                  and capture
                  the entire Qualifying Handset display for some defined period of
                  time in
                  order to present content. They remain fixed on the display until
                  some time
                  parameter has expired, an internal operation is automatically invoked,
                  between user initiated events. In no case should the user be required
                  to
                  act upon the Push advertisement in order to remove
                  it.

              


      

       

      
        	 	
                d)

              	
                “House
                  Ads” shall mean advertising for or on behalf of Operator’s own
                  benefit.

              


      

       

      
        	 	
                e)

              	 


      

      

        

      

    

    
      
        
          
            
              NEXTEL
                ONLINE HANDSET PLACEMENT AGREEMENT - CONFIDENTIAL

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    
      Exhibit
        H

      


      Content
        Standards

       

      Content
        Standards. Operator is responsible for ensuring that materials, advertising
        and/or functionality that it develops, creates and posts in the Operator
        Content
        or on the Operator Site and/or Operator Wireless Site meet the following
        content
        standards: 

      


      
        	 	
                a)

              	
                do
                  not intentionally disparage, defame, or discredit the Nextel name
                  and are
                  not intentionally derogatory or detrimental to the good name or
                  business
                  reputation of Nextel;

              


      

       

      
        	 	
                b)

              	
                are
                  not unlawful, defamatory, obscene, harassing, or racially or ethnically
                  offensive; 

              


      

       

      
        	 	
                c)

              	
                do
                  not intentionally promote illegal activity;


              


      

       

      
        	 	
                d)

              	
                do
                  not intentionally facilitate or promote unlawful violence, discrimination
                  based upon race, gender, color, creed, age, sexual orientation,
                  or
                  disability; 

              


      

       

      
        	 	
                e)

              	
                do
                  not depict sexually explicit images or language;
                  

              


      

       

      
        	 	
                f)

              	
                do
                  not promote a competitor of Nextel; and


              


      

       

      
        	 	
                g)

              	
                do
                  not provide a platform that would enable users to register for
                  e-mail or
                  messaging services, provide the ability to enter URL or create
                  a portal to
                  services or applications not provided by
                  Operator.

              


      

       

      
        

      

    

    
      
        
          
            
              
                NEXTEL
                  ONLINE HANDSET PLACEMENT AGREEMENT - CONFIDENTIAL

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

      

    

     

    
      Exhibit
        I

      


      WAP
        Audio Structure

      


      


      Operator
        will provide the following WAP audio categories, sub-categories, and links
        for
        the initial launch of the audio application. Operator reserves the rights
        to
        modify, add, or remove links, categories, and sub-categories at any time
        in
        order to provide value to its users.

    

    

      
        	
                Main
                  Category

              	
                Sub
                  Category

              	
                Company
                  Name

              	
                Live/On
                  Demand

              
	
                News

              	
                Bloomberg

              	
                Bloomberg
                  Financial Update

              	
                On
                  Demand

              
	
                News

              	
                Bloomberg

              	
                Bloomberg
                  Headline News

              	
                On
                  Demand

              
	
                News

              	
                Bloomberg

              	
                Bloomberg
                  Live

              	
                Live

              
	
                News

              	
                Bloomberg

              	
                Bloomberg
                  Top Business Stories

              	
                On
                  Demand

              
	
                News

              	
                Business
                  & Finance

              	
                ABS
                  Live

              	
                Live

              
	
                News

              	
                Business
                  & Finance

              	
                CNET
                  Radio live

              	 
	
                News

              	
                Business
                  & Finance

              	
                DOW
                  Market Updates

              	
                Live
                  

              
	
                News

              	
                Business
                  & Finance

              	
                Market
                  Watch

              	
                On
                  Demand

              
	
                News

              	
                Business
                  & Finance

              	
                NASDAQ
                  Market Updates

              	
                Live
                  

              
	
                News

              	
                Business
                  & Finance

              	
                NYSE
                  Market Updates

              	
                Live
                  

              
	
                News

              	
                CNN

              	
                Business
                  Update

              	
                On
                  Demand

              
	
                News

              	
                CNN

              	
                Celebrity
                  Watch

              	
                On
                  Demand

              
	
                News

              	
                CNN

              	
                CNN
                  & Time 100 Innovators

              	
                On
                  Demand

              
	
                News

              	
                CNN

              	
                CNN
                  Lookout

              	
                On
                  Demand

              
	
                News

              	
                CNN

              	
                Computer
                  Connections

              	
                On
                  Demand

              
	
                News

              	
                CNN

              	
                Earth
                  Matters

              	
                On
                  Demand

              
	
                News

              	
                CNN

              	
                Gallop
                  Poll

              	
                On
                  Demand

              
	
                News

              	
                CNN

              	
                Health
                  Watch

              	
                On
                  Demand

              
	
                News

              	
                CNN

              	
                Journey
                  to Wellness

              	
                On
                  Demand

              
	
                News

              	
                CNN

              	
                On
                  Screen

              	
                On
                  Demand

              
	
                News

              	
                CNN

              	
                Prescription
                  for your health

              	
                On
                  Demand

              
	
                News

              	
                CNN

              	
                Science
                  and Technology

              	
                On
                  Demand

              
	
                News

              	
                CNN

              	
                Sports

              	
                On
                  Demand

              
	
                News

              	
                CNN

              	
                Top
                  Stories

              	
                On
                  Demand

              
	
                News

              	
                CNN

              	
                Travel
                  Guide

              	
                On
                  Demand

              
	
                News

              	
                CNN

              	
                Your
                  Money

              	
                On
                  Demand

              
	
                News

              	
                Headline
                  News

              	
                ABC
                  News

              	
                Live

              
	
                News

              	
                Headline
                  News

              	
                BBC
                  World Service

              	
                Live

              
	
                News

              	
                Headline
                  News

              	
                Houston
                  Chronicle (Headline)

              	
                On
                  Demand

              
	
                News

              	
                Headline
                  News

              	
                Houston
                  Chronicle (National)

              	
                On
                  Demand

              
	
                News

              	
                Headline
                  News

              	
                ITN
                  Headline news

              	
                Live

              
	
                News

              	
                Headline
                  News

              	
                National
                  Public Radio

              	
                Live

              
	
                News

              	
                Headline
                  News

              	
                NPR
                  Headline News

              	
                On
                  Demand

              
	
                News

              	
                Headline
                  News

              	
                USA
                  Radio

              	
                Live

              
	
                News

              	
                International

              	
                RFI

              	
                On
                  Demand

              
	
                News

              	
                Politics

              	
                CSPAN

              	
                Live

              


      

       

      
        
          

        

        
          
            
              
                
                  
                    
                      NEXTEL
                        ONLINE HANDSET PLACEMENT AGREEMENT - CONFIDENTIAL

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                

              

            

          

        

      

       

      
        	
                News

              	
                Politics

              	
                CSPAN2

              	
                Live

              
	
                News

              	
                Politics

              	
                Federal
                  News Radio

              	
                Live

              
	
                News

              	
                Politics

              	
                Voice
                  Of America

              	
                Live

              
	
                News

              	
                Talk
                  Radio

              	
                Business
                  Talk Radio (Chicago)

              	
                Live

              
	
                News

              	
                Talk
                  Radio

              	
                Rush
                  Limbaugh

              	
                Live

              
	
                News

              	
                Talk
                  Radio

              	
                WABC
                  (New York)

              	
                Live

              
	
                News

              	
                Talk
                  Radio

              	
                WWNS
                  Talk Radio 

              	
                Live

              
	
                Sports

              	
                News

              	
                ABC
                  Today In Sports

              	
                On
                  Demand

              
	
                Sports

              	
                News

              	
                ESPN

              	 
	
                Sports

              	
                News

              	
                ESPN
                  Radio 24X7

              	
                Live

              
	
                Sports

              	
                News

              	
                NBA
                  Update

              	
                On
                  Demand

              
	
                Sports

              	
                News

              	
                NFL
                  Injury update

              	
                On
                  Demand

              
	
                Sports

              	
                News

              	
                NFL
                  Point spreads

              	
                On
                  Demand

              
	
                Sports

              	
                News

              	
                NFL
                  Schedules and standings

              	
                On
                  Demand

              
	
                Sports

              	
                News

              	
                NFL
                  update

              	
                On
                  demand

              
	
                Sports

              	
                News

              	
                NHL
                  Update

              	
                On
                  Demand

              
	
                Sports

              	
                News

              	
                The
                  Sporting News Online

              	
                Live

              
	
                Sports

              	
                News

              	
                The
                  Ticket (Dallas, TX)

              	
                Live

              
	
                War
                  on America

              	 	
                ABC
                  News

              	
                Live

              
	
                War
                  on America

              	 	
                Federal
                  News Radio

              	
                Live

              
	
                War
                  on America

              	 	
                National
                  Public Radio

              	
                Live

              
	
                War
                  on America

              	 	
                PBS

              	
                On
                  demand

              
	
                War
                  on America

              	 	
                USA
                  Radio

              	
                Live

              
	
                War
                  on America

              	 	
                World
                  Radio Network

              	
                Live

              
	
                Entertainment

              	
                Comedy

              	
                Comedy
                  Central

              	
                Live

              
	
                Entertainment

              	
                Comedy

              	
                Radio
                  Tiki

              	
                Live

              
	
                Entertainment

              	
                Comedy

              	
                Robin
                  Williams

              	
                On
                  Demand

              
	
                Entertainment

              	
                Drama

              	
                The
                  Shadow Radio Broadcast

              	
                On
                  Demand

              
	
                Entertainment

              	
                Music

              	
                Country
                  Cluster

              	
                Live

              
	
                Entertainment

              	
                Music

              	
                Kennedy
                  Center Archives

              	
                On
                  Demand

              
	
                Entertainment

              	
                Music

              	
                Mostly
                  Classical

              	
                Live

              
	
                Entertainment

              	
                Music

              	
                Virgin
                  Radio

              	
                Live

              


      

       

      
        
          
            

          

          
            
              
                
                  
                    
                      NEXTEL
                        ONLINE HANDSET PLACEMENT AGREEMENT - CONFIDENTIAL

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                

              

            

          

        

      

       

      
        	
                Entertainment

              	
                People

              	
                ABCNews
                  Spotlight on the Stars

              	
                On
                  Demand

              
	
                Entertainment

              	
                Shoutcast
                  Top 10

              	
                Shoutcast
                  Top 10 Radio Stations

              	
                Live

              
	
                Entertainment

              	
                Talk
                  Radio

              	
                Adrenaline
                  Radio

              	
                On/Demand/Live

              
	
                Entertainment

              	
                Talk
                  Radio

              	
                NetRadio
                  KMGX

              	
                Live

              
	
                Entertainment

              	
                Talk
                  Radio

              	
                NPR

              	
                Live

              
	
                International

              	
                Foreign
                  Language

              	
                Radio
                  France

              	
                Live

              
	
                International

              	
                Foreign
                  Language

              	
                Radio
                  France Intl Music

              	
                Live

              
	
                International

              	
                News

              	
                ABS
                  Live

              	
                Live

              
	
                International

              	
                News

              	
                Australian
                  Broadcasting Corporation

              	
                Live

              
	
                International

              	
                News

              	
                China
                  Radio International

              	
                Live

              
	
                International

              	
                News

              	
                Houston
                  Chronicle (World News)

              	
                Live

              
	
                International

              	
                News

              	
                IRAN
                  Radio One

              	
                Certain
                  Times

              
	
                International

              	
                News

              	
                Israel
                  Radio

              	
                On
                  Demand

              
	
                International

              	
                News

              	
                ITN
                  Headline news

              	
                Live

              
	
                International

              	
                News

              	
                News
                  Direct London

              	
                Live

              
	
                International

              	
                News

              	
                Radio
                  Hong Kong

              	
                Live

              
	
                International

              	
                News

              	
                Radio
                  Japan

              	
                Live

              
	
                International

              	
                News

              	
                United
                  Nations Radio - Perspective

              	
                On
                  Demand

              
	
                International

              	
                News

              	
                United
                  Nations Radio - Scope

              	
                On
                  Demand

              
	
                Living

              	
                Health

              	
                Houston
                  Chronicle / Health Watch

              	
                On
                  demand

              
	
                Living

              	
                Health

              	
                WebMD

              	
                Live

              
	
                Living

              	
                Horoscopes

              	
                Aquarius

              	
                On
                  demand

              
	
                Living

              	
                Horoscopes

              	
                Aries

              	
                On
                  demand

              
	
                Living

              	
                Horoscopes

              	
                Cancer

              	
                On
                  demand

              
	
                Living

              	
                Horoscopes

              	
                Capricorn

              	
                On
                  demand

              
	
                Living

              	
                Horoscopes

              	
                Gemini

              	
                On
                  demand

              
	
                Living

              	
                Horoscopes

              	
                Leo

              	
                On
                  demand

              
	
                Living

              	
                Horoscopes

              	
                Libra

              	
                On
                  demand

              
	
                Living

              	
                Horoscopes

              	
                Pisces

              	
                On
                  demand

              
	
                Living

              	
                Horoscopes

              	
                Sagittarius

              	
                On
                  demand

              
	
                Living

              	
                Horoscopes

              	
                Scorpio

              	
                On
                  demand

              
	
                Living

              	
                Horoscopes

              	
                Taurus

              	
                On
                  demand

              
	
                Living

              	
                Horoscopes

              	
                Virgo

              	
                On
                  demand

              
	
                Living

              	
                Religious

              	
                Air1
                  Radio

              	
                Live

              
	
                Living

              	
                Religious

              	
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