EXHIBIT
      10.12

    


    SERVICES
      AGREEMENT

    


    This
      Services Agreement (“Agreement”)
      is
      made as of December 18, 2005 (the “Effective
      Date”)
      by and
      between MOTRICITY
      INC.,
      a
      Delaware corporation, with offices at 2800 Meridian Parkway, Suite 150, Durham,
      NC 27713 (“MOTRICITY”),
      and
      SINGLE TOUCH INTERACTIVE INC., a Nevada corporation, with offices at 2235
      Encinitas Blvd., Suite 210, Encinitas, CA 92024 (“STI”).
      

    


    WHEREAS,
      concurrently with the execution of this Agreement, STI and MOTRICITY are
      entering into an Option Agreement pursuant to which MOTRICITY acquires a call
      option to purchase STI (the “Option Agreement”);

    


    WHEREAS,
      MOTRICITY owns and operates
      wireless content storefronts, wireless application protocol portals and Internet
      portals for itself and on behalf of its subsidiaries and customers;

    


    WHEREAS,
      STI
      offers a mobile phone service which will allow callers to download content
      ,and/or download mobile coupons by dialing an assigned number; and

    


    WHEREAS,
      MOTRICITY and STI wish to offer exclusive assigned number(s) for users of
      Motricity’s services, including without limitation Motricity’s customers and the
      end users the services MOTRICITY provides to its customers, to download content,
      and/or download mobile coupons on their mobile devices;

    


    NOW,
      THEREFORE,
      for
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, MOTRICITY and STI hereby agree as follows: 

    


    1. Services.
      STI
      will provide those services described in Exhibit
      A
      hereto
      (“STI Services”),
      for
      the compensation set forth in Exhibit
      B,
      in the
      United States, its territories, commonwealths, and possessions and new
      territories as they become available (collectively, the “Territory”)
      subject to the terms and conditions of this Agreement. All STI Services will
      be
      provided in accordance with the service level standards in Exhibit
      A.
      The
      parties may update the exhibits from time to time to incorporate additional
      services and relevant pricing and standards, and any additional terms pertaining
      to services as mutually agreed upon by the parties.

     

    2. Marketing.
      MOTRICITY and/or its customer partners will provide marketing and promotions
      for
      the STI Services to end-users with commercially reasonable effort, including
      such advertising in multiple forms (.g. Television, Radio, Web and Print) and
      subject to (a) Single Touch’s reasonable guidelines and (b) the mutual agreement
      between Motricity and Single Touch.

     

    3. User
      Data.
      All
      data will be collected by STI in connection with the STI Services pertaining
      to
      rights granted within and in accordance with applicable laws, rules and
      regulations, including without limitation those related to privacy, and all
      applicable privacy policies, and will be solely owned by MOTRICITY and/ or
      its
      customers. To the extent STI obtains any rights in or to such data, STI will
      share such rights to MOTRICITY. STI will aggregate and deliver such data on
      a
      monthly basis to MOTRICITY, will use such data in accordance with its privacy
      policy. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4. Reporting.
      Within
      thirty (30) days after in writing notification by Motricity to STI of launching
      the Motricity #—___ service, STI will provide MOTRICITY with access to
      web-enabled real-time reports showing user traffic and other details in
      connection with the Motricity #—___ Services and related MOTRICITY campaigns
      where applicable..

     

    5. Payment.
      Each
      Party Shall pay the other within thirty (30) days of the date of an invoice
      or
      the last day of the month, as applicable. STI will take all commercially
      reasonable steps to ensure that its chosen carrier billing affiliate will pay
      MOTRICITY the amounts set forth in Exhibit
      B
      in
      accordance with the terms therein, including filing or otherwise pursuing a
      claim against the billing affiliate to seek amounts owed Motricity. If STI
      or
      its billing affiliate is more than ten (30) days late in making any payments
      and
      MOTRICITY is otherwise in compliance with the Agreement. MOTRICITY may provide
      STI with written notice of such non-payment. If MOTRICITY is not paid the
      amounts due within thirty (30) days of such notice, MOTRICITY may terminate
      the
      Agreement and proceed, either in its name or in the name of STI, to collect
      the
      amount due directly against the affiliate, in which case STI will be responsible
      for its proportion of all reasonable costs of said collection efforts, including
      without limitation attorneys’ fees. MOTRICITY shall pay STI the amounts set
      forth in EXHIBIT B in accordance with the terms therein. If MOTRICITY is more
      than Thirty (30) days late in making payments and STI is otherwise in compliance
      with the Agreement, STI may provide MOTRICITY with written notice of such
      non-payment. If MOTRICITY does not pay the amounts due within thirty (30) days
      of such notice, STI may terminate the Agreement and all rights granted to
      MOTRICITY under the agreement shall revert back to STI. 

     

    6. Publicity;
      Confidentiality. Neither
      party shall discuss this Agreement or make any public or other announcement
      concerning this Agreement or the relationship with the other party, including
      without limitation marketing and publicity activities, without the other party’s
      written consent. STI may have access to, or may acquire confidential information
      concerning the MOTRICITY Entities (as defined in Schedule
      1)
      and
      agrees to keep said information confidential during and after this Agreement.
      After providing the Services hereunder, STI shall surrender and deliver to
      MOTRICITY, or destroy (and provide written certification of destruction) at
      MOTRICITY’s request, all information conceived, developed, compiled and produced
      by or for STI under this Agreement. It is agreed that money damages would not
      be
      a sufficient remedy for any breach by STI of this Section 6, and MOTRICITY
      will
      be entitled to injunctive relief, specific performance, and/or other appropriate
      equitable remedy for any such breach. MOTRICITY’s election to pursue injunctive
      relief shall not be a waiver of any of MOTRICITY’s other remedies available to
      it under law, equitable principles or other legal theories.

     

    7. Insurance.
      STI
      shall secure and maintain, at its expense, the insurance with the type of
      coverage and limits
      as
      set forth below in Schedule
      1.

     

    8. Representations
      and Warranties.
      STI
      hereby represents and warrants: 

    


    (a)
      the
      execution, delivery and performance of this Agreement is within its corporate
      and/or other powers and has been duly authorized by all necessary corporate
      and/or other action, 

    


    (b)
      this
      Agreement constitutes a valid and binding agreement, enforceable against it
      in
      accordance with its terms, and does not conflict with any other agreements
      by
      which it may be bound,

    


    (c)
      the
      content it provides in connection with STI Services, and the STI Services
      itself,
      is
      truthful and accurate, and does not and shall not violate any foreign, federal,
      state or local law or regulation, 

    


    (d)
      the
      content it provides in connection with STI Services, and the STI Services
      itself, does not and shall not infringe or misappropriate any patents,
      trademarks, copyrights, trade secrets, publicity or privacy rights, of any
      person or third party in any jurisdiction, 


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    (e)
      the
      content it provides in connection with STI Services, and the STI Services
      itself, does not and shall not contain any material that is unlawful, harmful,
      abusive, hateful, obscene, threatening or defamatory, 

    


    (f)
      it
      shall
      comply with and adhere to applicable laws and regulations in the performance
      of
      its responsibilities hereunder, and 

    


    (g)
      it
      holds all permits, licenses, orders and approvals of all federal, state and
      local governmental or regulatory authorities, agencies or bodies required for
      the conduct and operation of its business as currently conducted, and all such
      permits, licenses, orders and approvals are in full force and effect and no
      suspension, termination or revocation of any of the foregoing is threatened
      and
      there is no action, suit, proceeding or investigation pending or threatened
      that
      could restrict it, directly or indirectly, in performing its obligations
      hereunder or that could have a material adverse effect on its business,
      operations, earnings, prospects or condition.

     

    9. Indemnification.
      The
      Parties mutually will defend, indemnify and hold and its officers, directors,
      employees, agents, representatives, successors, assigns, parents and affiliates
      harmless from and against any and all third party claims, demands, suits,
      actions or causes of action (whether or not groundless), liabilities, losses,
      damages, and expenses (including, without limitation, reasonable attorneys’ fees
      and court costs) arising out of or in connection with any of the services
      offered or rendered by either party hereunder, including without limitation
      with
      respect to the infringement or misappropriation of any patents, trademarks,
      copyrights, trade secrets, publicity or privacy rights of any person or third
      party in any jurisdiction or any violation of applicable privacy laws, rules
      or
      regulations, breach of any representation or warranty hereunder, or any act
      or
      omission pursuant to or in breach of this Agreement by either party, its
      employees, agents or representatives. The parties mutually agree to defend,
      indemnify and hold and its officers, directors, employees, agents,
      representatives, successors, assigns, parents and affiliates harmless from
      and
      against any and all claims or actions by employees or persons performing on
      behalf of either party based upon or arising out of the requirements of labor,
      employment insurance, social security and income tax laws applicable to either
      party and any claims related to death, injury, loss or damage to STI’ employees
      or agents.

     

    10. Term
      and Termination.
      The
      term of this Agreement will commence on December 16th, 2005 and will continue
      in
      full effect for three
      (3)
      years.
      Thereafter, the Agreement will automatically renew for one (1) year periods
      unless either party gives the other party written notice of its intention not
      to
      renew the Agreement, such notice to be provided no later than thirty (30) days
      before the expiration of the then-current term. Either party may terminate
      this
      Agreement if the other party is in default of its obligations, and fails to
      cure
      such default within thirty (30) days after written notice thereof. This
      Agreement may be terminated by MOTRICITY for convenience upon ninety (90) days’
written notice to STI. Upon termination all data fees collected by STI on behalf
      of Motricity shall immediately become due. 

     

    11. Exclusivity.
      

     

    
      	
            	(a)	
              During
                the term of this Agreement, STI will not, directly or indirectly,
                market,
                promote, provide or sell the program to Black Entertainment Television
                (BET) or any of BET’s subsidiary or affiliates without MOTRICITY’s prior
                written consent.

            


    

     

    
      	
            	(b)	
              Within
                the Territory and until the related Option Agreement expires, STI
                may
                market, offer, promote provide or sell the Program to Verisign, Qpass,
                Infospace, m-Qube, Neustar, Openware or such entities subsidiaries
                or
                affiliates only with MOTRICITY’s prior consent, which consent may be
                withheld by MOTRICITY in its sole discretion. Optional STI services
                (such
                as ListenLive service offered by STI) are not available as a conduit
                for
                the above listed entities to generate value added sales (for example,
                from
                ringtones) utilizing the Program. The restrictions of this subsection
                (b)
                will terminate in the event MOTRICITY does not acquire STI pursuant
                to the
                Option Agreement.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    
      	
            	(c)	
              For
                the purposes of this section 11, (i) the term Territory Means the
                United
                States, it’s territories, commonwealths and possessions and new United
                States territories as they become available, and (ii) the term Program
                means, in whole or in part, the STI Services provided to Motricity
                as
                described in Exhibit A of this agreement as STI’s #1-4-7 program, which is
                currently implemented, allows the user to download media content
                (eg.,
                ringtones, games or music) or e-commerce content (e.g., mobile coupons)
                by
                dialing a 3- digit number from his or her handheld device (eg., telephone,
                ect.). at commercially reasonable rates and terms.
                

            


    

     

    12.
       Independent
      Contractor.
      Nothing
      herein contained will be deemed to constitute an employment, partnership or
      agency relationship, between, or a joint venture by, STI and MOTRICITY. It
      is
      expressly understood that STI is an independent contractor. STI is not, and
      will
      not hold itself out to be, an agent or representative of MOTRICITY, and will
      have no authority whatsoever to enter into any binding agreements on behalf
      of
      MOTRICITY. STI will be solely and entirely responsible for its acts and
      omissions and for the acts and omissions of its employees, agents and
      representatives throughout the term of this Agreement.

     

    13. Notices.
      Any
      communication hereunder must be given in writing and delivered in person,
      transmitted electronically, or mailed to the address for each party set forth
      above, with a copy to:

     

    Motricity
      Inc.

    2800
      Meridian Parkway, Suite 150

    Durham,
      NC 27713

    Telefax:    
       [______________]

    Attn:       
        [______________]

     

    or
      to
      such other address or to such other person as either party shall have last
      designated by such notice to the other party.

     

    14. Governing
      Law.
      This
      Agreement will be governed by and interpreted in accordance with the laws of
      the
      State of New York,
      without
      giving effect to any choice-of-law rules that may require the application of
      the
      laws of another jurisdiction. 

     

    15. Miscellaneous.
      This
      Agreement: (a) may not be amended except by a writing duly signed by both
      parties; (b) represents the full understanding of the parties and supersedes
      any
      prior or contemporaneous agreements between the parties relating to the subject
      matter hereof; (c) may not be assigned by STI without the consent of MOTRICITY
      except in connection with a merger or acquisition of all or substantially all
      of
      STI’s assets, in which case this Agreement will be deemed automatically assigned
      to the successor in interest. unless MOTRICITY provides written notice of its
      non-consent objection to the assignment within ninety (90) days of the effective
      date of the merger or acquisition; (d) shall be binding upon the heirs,
      executors, administrators, successors and assigns of the parties. The provisions
      of Sections 3, 6, 8, 9, 10 and 14 will survive any termination of this
      Agreement. No consent or waiver hereunder shall be effective unless it is
      explicit, in writing and executed by the waiving party. Furthermore, no consent
      or waiver shall extend to or affect any obligations hereunder not expressly
      waived, or impair any right consequent thereto. In the event of a conflict
      between this Agreement and any exhibit or schedule hereto, the terms of this
      Agreement will control.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties have caused this Agreement to be executed by their respective authorized
      representatives as of the Effective Date.

     

    
      	
              MOTRICITY
                INC.

            	 	SINGLE
              TOUCH INTERACTIVE INC.
	 	 	 	 
	
              By:

            	
              /s/
                Ryan K. Wuerch 

            	 	
              By:
                

            	
              /s/
                Anthony Macaluso  

            
	 	 	 	 	 
	
              Name:

            	
              Ryan
                K. Wuerch 

            	 	
              Name:

            	
              Anthony
                Macaluso  

            
	 	 	 	 	 
	
              Title:

            	
              CEO   

            	 	
              Title:

            	
              Founder    

            


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    STI
      SERVICES

     

    STI
      Services under this Agreement consist of STI’s #1-4-7 program (the “Program”),
      which
      as currently implemented, allows the user to download media content (e.g.,
      music) or e-commerce content (e.g., mobile coupons) by dialing a 3-digit number
      from his or her handheld device (e.g., telephone, PDA, etc.). Optional STI
      Services available and not included under this Agreement consist of STI’s
      ListenLive and SeeItLive services, which means a voice call that enables users
      to dial in and hear or view a concert or a portion of a concert over their
      phone
      for a fee, charged to their cell phone bill, (e.g. $2.99 for 15 minutes of
      the
      Rolling Stones live from Madison Square Garden). 

     

    The
      unique vanity number(s) for use by MOTRICITY under this Agreement shall be:
      #BET
      and any other number reasonably requested b MOTRICITY,
      which
      number(s) may be changed or added to by mutual agreement of the parties and
      subject to carrier approval.

     

    STI
      will
      work with telecom carriers in connection with delivering the STI Services to
      users and will insure the Program is integrated into the carriers’ systems. As
      of the Effective Date, Cingular and Dobson Wireless carry the STI Services.
      STI
      will make commercially best efforts to sign up other telecom carriers to deliver
      the STI Services.

    


    SERVICE
      LEVEL AGREEMENT

    


    This
      Service Level Agreement (“SLA”) defines the service level requirements between
      Motricity and Single Touch Interactive, Inc. (STI) for STI’s #147 Program. This
      document defines the requirements of STI for performance metrics, reporting,
      incident management and change management. It lists the contact information
      for
      both companies.

    


    
      	 	
              1.

            	
              Definitions

            


    

    


    Unless
      defined herein, all capitalized terms shall have the meanings set forth in
      the
      Agreement

    


    
      	
              Term

            	 	
              Definition

            
	
              Availability

            	 	
              The
                percentage resulting from the following calculation: [1-(Down Time/(Total
                Time - Scheduled Down Time))] x 100. Availability percentages shall
                be
                expressed to two decimal points with the second decimal place rounded
                up
                or down to the nearest one-hundredth of a percentage
                point.

            
	
              Business
                Hours

            	 	
              Monday
                through Friday, 8:00 am to 5:00 pm Pacific Time.

            
	
              Down
                Time

            	 	
              The
                number of minutes the #147 Program under STI’s control is not Operational
                during a calendar month.

            
	
              Emergency
                Maintenance

            	 	
              Maintenance
                required outside the agreed-upon Scheduled Maintenance, or necessary
                within Scheduled Maintenance but not scheduled in advance pursuant
                to
                Section 5.

            


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    
      	
              Term

            	 	
              Definition

            
	
              Hours
                of Operation

            	 	
              24
                hours a day, 7 days a week and 365 days a year.

            
	
              Incident

            	 	
              Any
                problem with the #147 Program for which Motricity requests support
                in
                conformance with this SLA.

            
	
              Incident
                Management Process

            	 	
              This
                facilitates incident management through the notification and escalation
                processes. This process alerts designated Motricity departments to
                #147
                Program-affecting incidents and provides a method by which succeeding
                levels of technical expertise and related management are engaged
                in
                restoration activities. 

            
	
              Operational

            	 	
              The
                #147
                Program under STI’s control is (i) materially functional and available to
                its intended end user in accordance with its documentation and applicable
                specifications, and (ii) not experiencing any customer-impacting
                errors,
                defects or service-limiting issues.

            
	
              Resolution

            	 	
              The
                correction of the error, defect or condition giving rise to the Incident
                at STI discretion.

            
	
              Scheduled
                Down Time

            	 	
              The
                number of minutes of Down Time incurred during Scheduled Maintenance.
                Scheduled Down Time does not count in the Availability
                requirement.

            
	
              Scheduled
                Maintenance

            	 	
              The
                number of minutes of maintenance that is scheduled in advance. Scheduled
                Down Time shall occur within the Scheduled Maintenance
                window.

            
	
              Service
                Impact Report (“SIR”)

            	 	
              The
                severity level assigned to an Incident based on the Incident
                classifications defined in section 4.5 below. SIR reflects the degree
                of
                customer impact resulting from an incident, with an SIR 1 having
                the
                greatest impact and a SIR 3 having the least.

            
	
              Technical
                Bridge

            	 	
              A
                teleconference that brings together appropriate technical people
                and their
                immediate supervisors and managers to focus on isolating and resolving
                an
                Incident.

            
	
              Technical
                Control Bridge

            	 	
              A
                teleconference used by higher-level managers or executives who need
                to
                understand what has occurred, the progress made toward Incident Resolution
                and whether or not additional resources are needed to resolve the
                Incident.

            
	
              Total
                Time 

            	 	
              The
                total number of minutes in a given calendar month.

            
	
              Trouble
                Ticket

            	 	
              A
                numbered record that documents a significant event or Incident. The
                tracking document for an Incident or Scheduled
                Maintenance.

            


    

     

    
      	
              2.

            	
              Performance
                Requirements

            


    

    


    
      	 	
              2.1.

            	
              Monthly
                Availability Performance
                Requirement

            


    

    


    STI
      will
      ensure that the #147 Program maintains a monthly Availability of 99.9%.


    


    
      	 	
              2.2.

            	
              Service
                Level Reporting

            


    

    


    If
      requested, STI will provide Motricity with reporting for Availability on a
      monthly basis. The reports will be due five (5) business days following the
      end
      of the applicable month. These reports will include:

     

    Availability

    Minutes
      of Scheduled Maintenance and any resulting Down Time

    Minutes
      of Emergency Maintenance and any resulting Down Time

    Total
      Down Time

    List
      of
      Incidents with date, start time, stop time and reason


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    
      	
              3.

            	
              Non-Performance
                and Chronic Failure

            


    

    


    
      	 	
              3.1.

            	
              Failure

            


    

    


    If
      the
      Availability Performance Requirement is below 99.9% in any calendar month,
      STI
shall
      provide Customer a service credit equivalent to one (1) hour of service for
      each
      cumulative thirty (30) minutes of Down Time in excess of an aggregate of 44
      minutes of Down Time in such month (the “Service Credit”). The Service Credit
      will be determined by averaging the value of the services STI provided MOTRICITY
      during the six months (or if it has been less than six months since the date
      this Agreement was executed, by the number of months STI has provided services
      to MOTRICITY) immediately prior to the month in which the Down Time occurs,
      divided by 720 hours. STI shall calculate and issue any Service Credit that
      may
      be owed. Any Service Credit will be identified on the applicable monthly invoice
      and will be applied against the fees and charges Motricity owes STI.


     

    
      	
              4.

            	
              Incident
                Management

            


    

    


    All
      entities responsible for the #147 Program’s Service Availability will follow
      this matrix for Incident communication and Incident Management.

    


    
      	 	
              4.1.

            	
              Monitoring

            


    

    


    STI
      will
      monitor all functional components and all network connectivity points related
      to
      the #147 Program 24 hours per day, 7 days per week, and 365 days per
      year.

    


    
      	 	
              4.2.

            	
              Trouble
                Tickets and Updates

            


    

    


    STI
      will
      provide Incident isolation, testing and repair work for all #147 Program errors,
      defects or #147 Program problems, and third-party system errors, defects or
      problems that are within STI’s span of control. STI will proactively inform
      Motricity when an issue or condition arises that may cause potential system
      anomalies and additional Trouble Tickets.

    


    
      	 	
              4.3.

            	
              Motricity
                Notification to STI

            


    

    


    Motricity
      may communicate Incidents to STI by email or telephone. In each case, STI will
      open a Trouble Ticket with enough information to identify, reproduce the
      Incidence and assist in Incident Resolution. STI will generate a single response
      by email for each Trouble Ticket regardless of Trouble Ticket receipt method.
      The email response from STI will include the information supplied to
      STI.

    


    
      	 	
              4.4.

            	
              STI
                Notification to Motricity

            


    

    


    In
      the
      event that STI identifies an Incident, STI is responsible for notifying
      Motricity. Motricity may track Incidents via an STI Trouble Ticket number.
      STI
      shall provide a first response, first update and subsequent updates for each
      Incident according to time periods described in the following
      table:

     

    
      	
              Incident

            	 	
              End
                User

              Impact

            	
            	
              First

              Response

            	
            	
              First

              Update

            	
            	
              Subsequent
                Updates

            	
            
	
              SIR
                1

            	 	
            	
              75% –
                100%

            	
               

            	
            	
              Within 1 hour

            	 	
            	
              
              

              1
                hour

            	 	 	
              Every
                hour, or change in status

            	 
	
              SIR
                2

            	 	
            	
              25% –
                74%

            	
               

            	 	
              2
                hours

            	 	
            	
              
              

              2
                hours

            	
            	 	
              Every
                2 hours, or change in status

            	 
	
              SIR
                3

            	
            	
            	
              0% –
                24%

            	
               

            	
            	
              4
                hours 

            	 	
            	
              
              

              4
                hours

            	
            	
            	
              Every
                2 hours, or change in status

            	 


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    
      	 	
              4.5.

            	
              Incident
                Classifications

            


    

    


    Once
      an
      Incident is reported STI will assign a SIR based on the table
      below:

    


    
      	
              Service

              Impact

              Report
                

            	
            	
              Description

            
	
              SIR
                1

            	 	
              This
                incident level is attained when any of the following conditions are
                met:

              · A
                complete #147 Program outage

              · An
                outage that affects 75% or more of subscribers

              · A
                recurring outage of the #147 Program

            
	
              SIR
                2

            	 	
              This
                incident level is attained when any of the following conditions are
                met:

              · An
                outage that affects 25% to 74% of the subscribers

            
	
              SIR
                3

            	 	
              This
                incident level is attained when any of the following conditions are
                met:

              · A
                corruption in the delivery of the #147 Program

              · An
                outage that affects 24% or less of the subscribers

              · Results
                that are materially different from those described in the product
                definition for essential features

            


    

     

    
      	 	
              4.6.

            	
              Technical
                Bridge and Technical Control
                Bridge

            


    

    


    Motricity
      may establish a Technical Bridge or a Technical Control Bridge for any Incident.
      STI shall join the Technical Bridge upon thirty (30) minutes notice from
      Motricity during Business Hours. These Technical Bridges are used for
      communication, troubleshooting, triage and escalation. 

    


    
      	 	
              4.7.

            	
              Resolution

            


    

    


    STI
      will
      provide Resolution to SIR Incidents according to the time periods described
      in
      the following table: 

    


    
      	
              Incident
                

            	 	
              End User Impact

            	 	
              Resolution

            	 
	
              SIR
                1

            	 	 	
              75% –
                100%

            	
               

            	 	
              Within
                24 hours of First Response

            	 
	
              SIR
                2

            	 	 	
              25% –
                74%

            	
               

            	 	
              Within
                48 hours of First Response

            	 
	
              SIR
                3

            	 	 	
              0%
                – 24%

            	
               

            	 	
              Within
                4 days of First Response

            	 


    

     

    
      	
              5.

            	
              Change
                Management –
Maintenance

            


    

    


    
      	 	
              5.1.

            	
              Scheduled
                Maintenance/Scheduled
                Downtime

            


    

    


    STI
      will
      notify Motricity by email no less than five (5) working days before a Scheduled
      Maintenance event. Motricity accepts the STI Scheduled Maintenance request
      unless Motricity responds within 36 hours before the Scheduled Maintenance.
      STI
      will notify Motricity via email prior to and after the Scheduled Maintenance
      is
      performed, or if Scheduled Maintenance is postponed or cancelled. 

    


    STI
      will
      notify Motricity of Scheduled Down Time and it will occur during the Scheduled
      Maintenance window. Scheduled Down Time will not count against
      Availability.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    
      	 	
              5.2.

            	
              Maintenance
                Window

            


    

    


    STI
      will
      perform Scheduled Maintenance and Scheduled Down Time from Monday to Sunday
      between the hours of 10:00 pm and 3:00 am Pacific Time. 

    


    
      	 	
              5.3.

            	
              Emergency
                Maintenance

            


    

    


    Should
      STI require Emergency Maintenance, STI will contact Motricity Operations as
      soon
      as possible. 

     

    
      	
              6.

            	
              Contacts
                and Hours of Operation

            


    

    


    The
      following Contacts information may be updated and republished anytime by either
      party upon written notice to the other. Changes will not be maintained within
      this SLA document. 

    


    
      	
              STI 

            	 	
              Hours
                of Operation

            	 	
              Role

            	 	
              Phone/Email

            
	
              STI
                Support 

              Center

            	
            	
              8:00
                am – 5:00 pm PT 

              Monday –
                Friday

              VM
                with notification 

              for
                after hours

            	 	
              Receive
                and report internal operational issues and maintenance

            	 	
              1-877-784-2777

              support@singletouch.net

            
	
              Mark
                Ramirez, 

              STI
                Support 

              Center
                

              Manager

            	 	
              24
                x 7 x 365

            	 	
              Escalation –
                Maintenance and ensure all operational issues are resolved

            	
            	
              858-864-7297
                wireless mark@singletouch.net 

            
	
              Tom
                Hovasse, 

              VP –
                Product

              Management

            	 	
              24
                x 7 x 365

            	 	
              Escalation –
                Ensure all operational issues are resolved

            	
               

            	
              858-864-7296
                wireless thovasse@singletouch.net

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    PRICING

     

    STI
      shall
      provide Motricity its full suite of technology and services described in Exhibit
      A at no cost (beyond pass through of out of pocket 3rd party costs paid by
      STI
      solely related to Motricity’s use of such technology and services
      (“Cost-of-goods-sold”) for the period until the Option Agreement expires. An
      example of a 3rd
      party
      Cost-of-good-sold would be content licensing costs or carrier fees.


     

    After
      the
      Option Agreement has expired, if Motricity has not exercised its option to
      acquire STI, then this Agreement will continue in force as a standalone
      agreement under which Motricity will receive a
      credit
      in the amount of $2,000,000 (the “Credit) which Motricity shall be able to use
      to acquire services from STI under this Agreement at a rate of $0.175 per
      transaction on the delivery of any mobile content for a period of up to three
      years thereafter in accordance with this Agreement. STI shall apply the Credit
      against amounts owed by Motricity under this Agreement until the entire amount
      of the Credit is expended. If Motricity’s usage of STI’s services under this
      Agreement should exceed the amount of the Credit, then Motricity will be
      obligated to pay STI at $0.175 per transaction on the delivery of any mobile
      content for the remainder of the term of this Agreement, unless this Agreement
      is terminated early in accordance with its terms.

     

    Optional
      Service

    Listen
      Live and See it Live will be made available to Motricity for use subject to
      terms to be negotiated between the parties, nothing in this contract warrants
      or
      conveys any rights in the Listen Live or See It Live product. In addition,
      Motricity understands that no monies which are the subject of this agreement
      will be applied as advance, royalty security or credit is being applied towards
      Listen Live or See it Live. 


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1

    INSURANCE
      REQUIREMENTS

    


    STI
      will
      secure and maintain, at its expense, the following insurance types which are
      marked with “x”:
      

    


    £  Workers’
      Compensation Insurance,
      including without limitation occupational diseases Coverage A statutory,
      including without limitation broad form all states endorsement Employer’s
      Liability Coverage B - $1,000,000 limit. STI, at its expense, shall cause its
      Workers’ Compensation carrier to waive insurer’s right of subrogation with
      respect to MOTRICITY Entities1 
      and
      their directors, officers, employees and agents (collectively with the MOTRICITY
      Entities, the “MOTRICITY
      Insureds”)
      to the
      extent described herein. If STI is exempt from the Statutory Requirement to
      provide Workers’ Compensation Insurance, it must provide a copy of the state
      exemption certificate or a representation letter from a company officer stating
      it is exempt and will take full responsibility for any work-related injuries
      of
      its employees.

    


    £  Comprehensive
      General Liability Insurance
      written
      on 11/98 ISO occurrence form or broader with no additional exclusions and
      including without limitation products liability, completed operations, blanket
      contractual liability, bodily injury, personal injury, broad form property
      damage, third party property damage, that shall be primary, not contributing
      coverage, and contain a cross-liability endorsement naming
      the MOTRICITY Insureds as additional insureds,
      with
      the following limits of liability: each occurrence $1,000,000 CSL, aggregate
      $2,000,000 CSL. The additional insured status must be primary with respect
      to
      the STI’s activities and the MOTRICITY Insured’s policies will be
      non-contributing.

    


    £  Media/Professional
      Liability Insurance (E&O)
      with
      standard coverage, including but not limited to, coverage
      with respect to claims for damages for infringements of copyrights or
      other literary property rights including without limitation title and music,
      libel or slander or any other forms of defamation, infringement of privacy
      and
      publicity rights, authorized use of names, plagiarism, and similar matters.
      Such
      insurance shall be for an amount deemed adequate by Licensor, but shall at
      least
      be for $1,000,000 per each occurrence and $3,000,000 in the aggregate. STI
      will
      comply with the requirements of such insurance regarding the giving of notices
      and cooperating with the carrier in the defense of claims under the
      policy.  STI will cause its carrier to add the MOTRICITY Insureds as
      Additional Insureds and they will waive their right of subrogation in favor
      of
      the Additional Insureds.

    


    £ If
      an
      automobile is used in connection with the performance of STI’s obligations under
      this Agreement,
      Comprehensive Automobile Liability Insurance
      insuring
      the ownership, maintenance, or use of any owned, non-owned, or hired automobile
      used in the performance of STI’s obligations under this Agreement, naming the
      MOTRICITY Insureds as additional insureds, with the following limits of
      liability: Bodily
      Injury and Property Damage Liability, each
      occurrence $1,000,000 CSL.

    


    £  If
      property or equipment is to be used by STI in connection with the performance
      of
      STI’s obligations under this Agreement, evidence of an
      “All
      Risk” Property Policy
      covering
      such property and equipment, whether owned, leased, rented or borrowed.


     

    £  If
      STI is
      producing a product for the MOTRICITY Entity that is the party to this
      Agreement, STI must add the MOTRICITY Entities as Loss Payees on STI’s
Property
      and Time Element
      coverage
      with respect to the manufacturing and distribution of that product and provide
      the MOTRICITY Entity with evidence thereof. 

    


    £ If
      STI is
      providing construction services, Umbrella
      Liability Insurance
      written
      on a “following form” basis with a $10,000,000 limit per occurrence and in the
      aggregate.

     

    The
      insurance required above does not limit STI’s liability to the MOTRICITY
      Entities with respect to this Agreement and the obligations of STI
      hereunder.

    


    Certificate
      Holder: MOTRICITY Insureds, [______________________].

    


    Original
      certificates of insurance and certified copies of endorsements naming the
      MOTRICITY Entities as additional insureds and loss payees and evidence of
      insurance as required above must be delivered at least ten (10) days before
      the
      commencement of the Services to the person specified on the signature page
      above, together with a copy to [_________________________].
      Each
      such certificate shall be signed by an authorized agent of the insurance company
      or insurance broker and shall provide that at least thirty (30) days notice
      shall be given to the MOTRICITY Entity that is a party to this Agreement prior
      to any cancellation, non-renewal or modification. Such MOTRICITY Entity is
      under
      no obligation to request the delivery of such certificates or endorsements.
      If
      STI fails to deliver said insurance certificate(s) or endorsement, the MOTRICITY
      Entity’s failure to demand delivery shall not be construed as a waiver of the
      STI’s obligation to provide the insurance coverage specified
      herein.

     

    _________________________________

     

     

    
      
        
        

      

      
        12