EXHIBIT
      10.6

    


    AMENDMENT
      NO. 1 TO

    DEBUT
      BROADCASTING CORPORATION, INC.

    2007
      STOCK INCENTIVE PLAN

    


    WHEREAS,
      the Board of Directors of Debut Broadcasting Corporation, Inc., a Nevada
      corporation (the “Company”), has previously adopted the Debut Broadcasting
      Corporation, Inc., 2007 Stock Incentive Plan (the “Plan”), pursuant to which the
      Company may award incentive stock options, non-qualified stock options,
      restricted stock and stock bonus awards; and

     

     

    WHEREAS,
      the Board of Directors has determined that it is in the best interest of the
      Company to amend the Plan, on or before the date hereof, ratified and approved
      such an amendment to the Plan.

     

     

    NOW,
      THEREFORE,
      the Plan is hereby amended, effective as of January 1, 2008, by deleting Section
      1.10 in its entirety and substituting the following therefor:

     

    1.10 Fair
      Market Value.
      On any
      given date, Fair Market Value shall be the applicable description
      below:

     

    
      	 	
              (a)

            	
              If
                the Stock is listed on a national securities exchange (e.g.,
                the New York Stock Exchange or the NASDAQ Global Market), Fair Market
                Value shall be determined by reference to the closing price of the
                Stock
                on such exchange with respect to the date for which Fair Market Value
                is
                being determined.

            


    

     

    
      	 	
              (b)

            	
              If
                the Stock is not then listed on a national securities exchange, but
                is
                quoted on an automated quotation system such as the OTC Bulletin
                Board or
                the Pink Sheets, Fair Market Value shall be determined by reference
                to the
                closing price of the Stock as quoted by such automated quotation
                system on
                the last trading day immediately preceding such
                date.

            


    

    


     

    
      	 	
              (c)

            	
              If
                the Stock is not listed on a national securities exchange or quoted
                on an
                automated quotation system, Fair Market Value shall be the value
                determined in good faith by the Committee in accordance with section
                409A
                of the Code.

            


    

     

    


     

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    IN
      WITNESS WHEREOF,
      this Amendment is hereby signed this 29th day of February, 2008.

     

    


     

    DEBUT
      BROADCASTING CORPORATION, INC.

    


    


    By:
      /s/
      Robert J. Marquitz

    


    Name:
      Robert
      J. Marquitz

    


    Title:
      Chairman/President

    


    


    
      
         

      

      
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