EXHIBIT 10.1

                Form of Consultant Agreement for Simon Westbrook

                              CONSULTING AGREEMENT

This Consulting Agreement  ("AGREEMENT") is entered into on September 1, 2011 by
SIMON WESTBROOK ("CONSULTANT"), of 10 Timber Ridge Lane, Scotts Valley, CA 95066
and IN MEDIA CORPORATION.,  a Delaware corporation,  having a mailing address of
4920 El Camino Real,  Suite 100, Los Altos, CA 94022  ("COMPANY"),  based on the
following mutual understanding:

WHEREAS,  the  Consultant  has been  providing  services  since February 1, 2010
without receiving compensation; and

WHEREAS,  the Company and the Consultant wish to memorialize  compensation owed,
an ex-gratia bonus, and memorialize compensation going forward;

THEREFORE,  In consideration of the mutual promises  contained herein and on the
terms and conditions hereinafter set forth, the Consultant and the Company agree
as follows:

ARTICLE 1 - DESCRIPTION OF CONSULTING SERVICES

The nature and scope of the consulting services to be performed hereunder are as
set forth in EXHIBIT A, STATEMENT OF WORK, attached hereto.

ARTICLE 2 - TERM OF AGREEMENT

This Agreement  commences on the date first set forth above and expires pursuant
to the termination provisions herein.

ARTICLE 3 - OVERSIGHT OF CONSULTING SERVICES AND CONTRACTUAL AUTHORITY

The Consultant  agrees that it will generally  provide the specified  consulting
services through during the term specified herein within the scope of EXHIBIT A,
STATEMENT OF WORK.

ARTICLE 4 - COMPENSATION, BILLING AND PAYMENT

The Company  recognizes  that,  for bona fide services  rendered from January 1,
2011  through  August 31, 2011,  the  Consultant  has accrued  $64,000 in unpaid
compensation.  In  addition,  in  recognition  of the  services  provided by the
Consultant and as consideration for deferring  payment of accrued  compensation,
Consultant shall receive an ex-gratis bonus of $88,000. In consideration for the
services to be rendered  for the benefit of and  accepted by Company  under this
Agreement,  the  Consultant  will  receive  the sum of  Eight  Thousand  Dollars
($8,000) per calendar  month during the term of this  Agreement.  The Consultant
will submit  statements to the Company on a monthly basis. The Consultant agrees
to continue,  unless this Agreement is  terminated,  to defer payments of prior,
current, and ongoing consideration until such time as the Company is financially
able to provide all or part of the deferred compensation. The Consultant agrees,
at the Consultants discretion,  to receive shares of the Company common stock in
lieu of compensation at any time during the term of this Agreement.

ARTICLE 5 - ENTIRE AGREEMENT

This  Agreement   (including  all  exhibits   hereto)   constitutes  the  entire
understanding  and agreement  between Company and the Consultant with respect to
the   subject   matter   hereof,   and   supersedes   all  prior   negotiations,
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representations  or  agreements,   either  oral  or  written.  No  modification,
recession,  waiver or  termination  of this  Agreement,  or any of its terms and
conditions,  shall be binding  on  Company,  unless  agreed to in writing by the
Board of Directors of the Company.

ARTICLE 6 - PERFORMANCE

If the  Consultant  fails in any respect to prosecute the work and services with
promptness or diligence,  Company may terminate this Agreement for cause in part
or in its  entirety  without  any  liability  for  the  terminated  part(s),  in
accordance with the provisions of ARTICLE 25, TERMINATION FOR CAUSE, hereof.

ARTICLE 7 - INDEPENDENT CONTRACTOR RELATIONSHIP

The Consultant is an independent contractor of Company and, except to the extent
specified in this  Agreement,  Company may not control or direct the details and
means by which  Consultant  performs  its  duties  under  this  Agreement.  This
Agreement  shall not  create  the  relationship  of  employer  and  employee,  a
partnership  or a joint  venture.  Neither the  Consultant  nor Company shall be
deemed an agent of the other on account of this Agreement or the  performance of
any of their obligations  hereunder.  The Consultant does not have any authority
to bind Company to any agreement or contract.

ARTICLE 8 - ASSIGNMENT

Consultant may not assign or transfer this Agreement,  any rights hereunder, nor
any payment due or to become due hereunder. Any such assignment(s) or attempt at
any such  assignment  is void  and not  binding  upon  Company.  The  Consultant
acknowledges that this Agreement is one for personal services for the benefit of
Company and is therefore not assignable in whole or in part.

ARTICLE 9 - SUBCONTRACTING

Company  retains  the  exclusive  right to  approve  all  subcontractors  of the
Consultant,  and the Consultant agrees that it will not subcontract any work and
services under this Agreement without the prior written approval of Company.

ARTICLE 10 - ACCESS TO WORK

Company  shall,  at all reasonable  times,  have free access to the services and
facilities of the Consultant and its  subcontractors  for purposes of inspecting
same and  determining  that  the  work  and  services  are  being  performed  in
accordance with the terms of this Agreement.

ARTICLE 11 - COMPLIANCE WITH THE LAW

The Consultant  will comply with all applicable  federal,  state and local laws,
rules and regulations.

ARTICLE 12 - APPLICABLE LAW

The rights and obligations  arising from this Agreement are governed by the laws
of the state of California.

ARTICLE 13 - TAXES

Any and all taxes applicable to the performance of the Consultant  hereunder and
its  incurrence  of cost therefor are included in the  Consultant's  fee payable
hereunder  (except  as  otherwise   expressly  provided  herein)  and  that  the
Consultant is wholly  responsible for the necessary filing of income tax returns
to the  proper  taxing  authorities  and for  payment  of all  such  taxes.  The
Consultant is wholly  responsible  for  withholding  and payment of all federal,
state and local taxes of whatever nature.

ARTICLE 14 - WARRANTY

The  Consultant  will  perform  the  services  under  this  Agreement  using the
Consultant's best skill,  diligence and attention and warrants that the services
shall be performed  with that degree of skill,  care,  and judgment  customarily
accepted as sound, quality,  professional practice and procedure in the field or
discipline represented by the Consultant.

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ARTICLE 15 - OWNERSHIP OF WORK PRODUCT

All technical data,  correspondence,  and other work of the Consultant hereunder
produced under or pursuant to this Agreement is and will at all times remain the
property of Company and are to be  delivered to Company  when so  requested.  In
addition,  upon the  expiration  or  termination  (regardless  of the reason for
termination) of this Agreement,  the Consultant shall deliver to Company any and
all drawings, notes, memoranda, specifications and documents in the Consultant'S
possession  or control  relating to the  performance  by the  Consultant  of its
obligations  hereunder or relating to any Third Party  Information  or Company'S
Information (as such terms are defined in Article 21 below),  excluding computer
software owned by Consultant and used in connection  with the performance of its
duties hereunder.

ARTICLE 16 - DISSEMINATION OF WORK PRODUCT

Use,  publication  or teaching of  information  directly  derived  from work and
services  performed,  or data obtained in connection  with the work and services
rendered  under this  Agreement  other than for Company's  benefit is prohibited
unless  expressly  approved in writing by Company,  which  approval  Company may
withhold in its sole and absolute discretion.

ARTICLE 17 - CUMULATIVE REMEDIES

Every right or remedy herein conferred upon or reserved to Company is cumulative
and in addition to every right and remedy now or hereafter existing at law or in
equity,  and the  pursuit of any right or remedy  shall not be  construed  as an
election.

ARTICLE 18 - DELAYS

The Consultant  expressly agrees to the schedule provided for in this Agreement,
if any, and such schedule includes allowances for all foreseeable hindrances and
delays incident to the work and services.

ARTICLE 19 - SUSPENSION OF WORK

Any  instructions  for suspension of this Agreement will be issued by Company to
the Consultant  and be confirmed in writing.  Under no  circumstances  shall the
Consultant be entitled,  nor shall Company give any  consideration to claims for
loss of anticipated  revenue(s),  including overhead and profit, due to any such
suspension.

ARTICLE 20 - FORCE MAJEURE

Any delay in, or  failure of  performance  of either  party does not  constitute
default hereunder or give rise to any claim for damage if and to the extent such
delay or  failure  is caused by  occurrences  beyond  the  control  of the party
affected and which by the exercise of reasonable diligence, such party is unable
to prevent,  including  but not  limited  to,  acts of God or the public  enemy,
expropriation  or  confiscation  of facilities  or compliance  with any order or
request  of a  governmental  authority  affecting  to  a  degree  not  presently
existing,  the supply,  availability,  or use of materials or labor, acts of war
public disorders, rebellion or sabotage, floods, riots or strikes. A party which
is prevented from performing for any reason shall  immediately  notify the other
party,  in writing,  of the cause for such  nonperformance,  and the anticipated
extent  of  the  delay.  The  Consultant  is  not  entitled  to  any  additional
compensation  as a result  of FORCE  MAJEURE  that may  delay  the  Consultant's
performance of services under this Agreement.

ARTICLE 21 - CONFIDENTIALITY

The  Consultant  shall keep all work and  services  carried  out  hereunder  for
Company  and all  trade  secrets,  data and  other  proprietary  information  of
Company,  including all information gathered or becoming known to the Consultant
arising out or in connection  with the services  performed under this Agreement,
(collectively,  "COMPANY'S  INFORMATION")  entirely  confidential,  and not use,
publish,  or make known,  without Company's  written approval,  any of Company'S
Information or any other information developed by the Consultant or furnished by
Company to any persons  other than  personnel of the parties of this  Agreement.
However, the foregoing obligations of confidentiality, secrecy and nonuse do not
apply  to any  information  that  was in the  Consultant's  possession  prior to
commencement of work under this Agreement,  or which is available to the general

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public  in a  printed  publication  and  provided  further  that  the  foregoing
obligation in no way limits the Consultant's internal use of any such work.

Any public  statements or publicity  regarding Company or its business are to be
made solely by Company,  and any requests for information made to the Consultant
by the news media, or others, are to be referred to Company.  Additionally,  the
Consultant  shall not  reference  Company  nor the work  performed  for  Company
(including,  but not limited to, listing Company as a customer of the Consultant
on a resume or other  marketing  materials)  without prior  written  approval by
Company.

The  Consultant  understands,  in addition,  that Company may receive from third
parties  confidential  or proprietary  information  ("THIRD PARTY  INFORMATION")
subject to a duty on  Company'S  part to maintain  the  confidentiality  of such
information  and to use it only for certain  limited  purposes.  The  Consultant
agrees to hold any Third Party Information in the strictest  confidence and will
not disclose to anyone other than Company personnel, or use except in connection
with any work to be performed  by the  Consultant  for Company,  any Third Party
Information unless expressly authorized by an officer of Company in writing.

ARTICLE 22 - CHANGES AND/OR AMENDMENTS

Company  shall  have  the  right,  from  time to time  during  the  term of this
Agreement, by written notice to the Consultant,  to make changes to the work and
services  covered by this Agreement and described on EXHIBIT A attached  hereto,
including  the right to  expand,  decrease  or limit the scope and nature of the
work and services to be undertaken,  or to redirect work and services already in
progress.  In the event  changes  are made to  EXHIBIT A and are  material,  the
parties  shall  negotiate  in good faith to amend the fees and  compensation  to
reflect the changes.

ARTICLE 23 - AUDIT

The Consultant shall, at its own expense, keep and maintain complete records and
books of account of its costs and expenses  relating to the work and services in
accordance with generally accepted accounting practices.  Should a dispute arise
between Company and the Consultant  regarding  amounts and/or credits under this
Agreement,  the  Consultant  hereby  grants  Company  permission  to  audit,  at
reasonable  times, and at its expense,  such records and books of account at the
Consultant's usual place of business.

ARTICLE 24 - WAIVER

In the event  Company  fails to insist  on  performance  of any of the terms and
conditions, or fails to exercise any of its rights or privileges hereunder, such
failure  shall not  constitute  a waiver of such  terms,  conditions,  rights or
privileges.

ARTICLE 25 - TERMINATION FOR CAUSE

Company, upon written notice, may terminate this Agreement,  or any part hereof,
as a result of the  Consultant's  failure to perform the work and/or services as
stated  in  EXHIBIT  A,  including  progress  of the  work and  services,  or to
otherwise adhere to the direction of Company within the scope of this Agreement,
provided  Company shall at the time of such  termination,  pay to the Consultant
the full amount of fees due for all  completed  and accepted work as outlined in
EXHIBIT A. Company shall be the sole  determinate in all  termination  for cause
issues.  The  Consultant  shall  not be  entitled,  nor shall  Company  give any
consideration to claims for loss of anticipated  revenue(s),  including overhead
and profit,  due to the  termination of this Agreement,  or any part hereof,  by
Company for cause.  Upon termination for any reason Consultant shall be entitled
to fees for all work or services completed and accepted as outlined in EXHIBIT A
of  this  Agreement.  If the  Company  is  unable  to  reasonably  provide  such
remuneration  in whole or in part, at the time of  termination,  any outstanding
compensation will be payable in a twelve (12) month promissory note (carrying an
8% per annum  interest).  The Consultant may also be provided,  in the Company's
discretion, with shares of common stock in lieu of all or part of the promissory
note;  such shares to be valued at the average trading price of the common stock
for the prior  thirty  (30) says in which the  stock  was  listed  (and,  if not

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listed, then at the last sale price of the stock in any private transaction). In
the event  Consultant  and Company are unable to mutually agree upon the amounts
due by either upon  termination for convenience  within 30 days after the notice
of  termination  is  received,  then  Company and  Consultant  shall submit such
dispute  to  binding  arbitration   accordance  with  the  expedited  rules  for
arbitration  of the American  Arbitration  Association,  and a judgment upon any
award may be entered in any court having jurisdiction.  Either the Consultant or
Company  shall have a right to  initiate  arbitration  upon  notice to the other
party.  Any such  arbitration  shall be  conducted  in the San Jose,  California
metropolitan area.

ARTICLE 26 - TERMINATION FOR CONVENIENCE

Company or the  Consultant,  upon fourteen (14) days prior written notice to the
other,  may  terminate  this  Agreement,  or  any  part  hereof,  for  the  sole
convenience of Company or the Consultant.  Upon receipt of written  notification
from the  terminating  party that this Agreement,  or any part hereof,  is to be
terminated,  the Consultant  shall  immediately  cease operation of the work and
services  stipulated,   and  assemble  all  material  that  has  been  prepared,
developed, furnished or obtained under the provisions of this Agreement that may
be in its  possession or custody,  and shall  transmit the same to Company on or
before the fourteenth  day following the receipt or delivery by the  Consultant,
as the case may be, of the above written  notice of  termination,  together with
its invoice of the fees due for  completed  work and/or  services as outlined in
EXHIBIT  A of this  Agreement.  The  Consultant  shall be  entitled  to just and
equitable payment for all completed and accepted work or services satisfactorily
performed prior to such notice and in conjunction with such notice, as described
above,  which amount shall be paid to Consultant upon termination.  In the event
Consultant  and  Company  are unable to  mutually  agree upon the amounts due by
either  upon  termination  for  convenience  within 30 days  after the notice of
termination is received,  then Company and Consultant  shall submit such dispute
to binding  arbitration  accordance  with the expedited rules for arbitration of
the  American  Arbitration  Association,  and a  judgment  upon any award may be
entered in any court having jurisdiction. Either the Consultant or Company shall
have a right to initiate  arbitration  upon notice to the other party.  Any such
arbitration shall be conducted in the San Jose, California metropolitan area.

If the Company is unable to reasonably  provide such remuneration in whole or in
part, at the time of termination,  any outstanding  compensation will be payable
in a 12  month  promissory  note  (carrying  an  8%  per  annum  interest).  The
Consultant may also be provided, in the Consultant's discretion,  with shares of
common stock in lieu of all or part of the  promissory  note;  such shares to be
valued at the  closing  trading  price of the common  stock on the date of grant
(and,  if not  listed,  then at the last sale price of the stock in any  private
transaction). The Company recognizes that the Consultant faces considerable risk
that he may not be paid for his  services  on a  timely  basis,  if at all,  and
further  recognizes  that the  Consultant  is prevented  from selling any common
stock received as remuneration  for the term prescribed under Rule 144, and that
the cash  proceeds  eventually  received  therefrom  may not match the  monetary
amount of  remuneration  to be paid.  Accordingly,  the  Parties  agree that any
shares  granted to  Consultant  in lieu of cash  payments for services  provided
under this Agreement shall be applied against the amount of accrued compensation
payable, or Note therefor, based on the net cash received from sales.

The Company values the  commitment of the Consultant in performing  services for
the Company,  and  recognizes  that the  remuneration  plan does not provide any
equity upside for the Consultant.  In order to align the interests of Consultant
and shareholders of the Company,  the Company agrees to grant Consultant 800,000
options to purchase  shares of common  stock of the Company.  The options  shall
vest in equal monthly installments over the 24 months starting January, 2011.

In determining  the amount of compensation  due the  Consultant,  the Consultant
shall  not  be  entitled,  nor  shall  Company  give  any  consideration  to the
Consultant for claims for loss of anticipated revenue(s), including overhead and
profit,  which the  Consultant  might have  reasonably  expected  to make on the
uncompleted portion of the work and services.

ARTICLE 27 - INDEMNIFICATION

To the fullest extent permitted by law, the Consultant  shall defend,  indemnify
and hold Company, its officers,  directors,  shareholders,  agents and employees
free and harmless from and against any and all claims, losses,  demands,  causes
of action,  suits or other litigation  (including  attorney's fees and all other
costs  thereof)  of every  kind and  character,  including,  but not  limited to
damages or loss from bodily  injuries,  death,  damage to tangible or intangible

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property in any way occurring  incident to, arising out of or in connection with
the work and services  performed or to be performed by the Consultant  hereunder
or occurring  incident to, arising out of or in connection  with the presence of
employees of the  Consultant  or any  subcontractor  on the work  premises,  all
regardless of whether or not Company is negligent in whole or in part.

ARTICLE 28 - INSURANCE

Insurance appropriate to work performed,  in accord with standards for the field
or discipline,  and acceptable to Company,  including worker's compensation,  if
applicable,  shall be  maintained  at all  times by the  Consultant,  at its own
expense, during performance of the Agreement. At a minimum, the Consultant shall
carry at its own cost and expense  comprehensive  general  liability  insurance,
including  contractual  liability  and  automobile  liability,  with  a  minimum
limitation of liability of $1,000,000.

ARTICLE 29 - COMPLETION

This  Agreement or any portions of the services  rendered by the  Consultant for
Company  will  not  be  considered   complete   until  all  work  and  services,
specifications, and requirements have been satisfied and accepted by Company.

ARTICLE 30 - ELECTRONIC REPRODUCTION OF AGREEMENT

The parties agree that a scanned or  electronically  reproduced copy or image of
this fully executed  Agreement is to be deemed an original and may be introduced
or submitted in any action or proceeding as competent evidence of the execution,
terms and existence hereof  notwithstanding  the failure or inability to produce
or tender an original,  fully executed version of this Agreement and without the
requirement that the  unavailability of such original of this Agreement first be
proven.

     IN WITNESS  WHEREOF,  the parties  hereto  have  executed  this  Consulting
Agreement as of the date first set forth above:

CONSULTANT                                  IN MEDIA CORPORATION


By:/s/ Simon Westbrook                      By: /s/ Nitin Karnik
   -------------------------------              --------------------------------
Name: Simon Westbrook                       Name:  Nitin Karnik
                                            Title: CEO

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                                    EXHIBIT A

                             TO CONSULTING AGREEMENT

                                Statement of Work

The nature and scope of the  work/services  to be  performed  by the  Consultant
under this Agreement are as follows:

     Provision of services as Acting CFO of In Media Corporation

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