EXHIBIT
      10.11

    


    STI
      SERVICES AGREEMENT – CINGULAR POUND PROGRAM

     

    This
      Services Agreement, together with Exhibits A, B and C attached hereto
      (collectively this “Agreement”),
      dated
      effective as of the 19th
      day of
      June, 2006 (the “Effective
      Date”),
      is
      hereby entered into by and between Single Touch Interactive, Inc., a Nevada
      corporation, located at 2533 N. Carson Street, Carson City, Nevada 89706
      (“STI”),
      and
      Boulevard Media Inc., a Colorado corporation, located at 1685 H Street, Suite
      615, Blaine, WA, 98230 (“BMI”).
      Terms
      with initial capital letters are defined terms which shall have the meanings
      ascribed to them in the “Definitions” section below, or elsewhere in this
      Agreement, as the case may be. STI and BMI may sometimes be referred to herein
      collectively as the “Parties” or individually as a “Party”.

    


    WHEREAS,
      BMI is
      in the business of providing IVR-based social networking services to landline,
      mobile and web consumers;

    


    WHEREAS,
      STI is
      in the business of developing, hosting and providing value-added mobile
      telephone applications and services, including billing and content delivery
      services. STI has the ability, through its platform (described in Exhibit “A”),
      to provide delivery of, and billing services for, certain BMI voice services
      and
      mobile content, purchased by end users (the “Pound Program”);

    


    WHEREAS,
      BMI
      wishes to market the Pound Program to End User, pursuant to a revenue share
      arrangement with STI as further set forth in this Agreement below;
      and

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual promises and conditions hereinafter set forth,
      the
      receipt and sufficiency of which is hereby mutually acknowledged, IT IS AGREED
      by and between the Parties as follows:

    


    
      	
              1.

            	
              DEFINITIONS

            


    

    


    “Affiliates”
means,
      as to a Party, any present or future Parent of the party and any present or
      future Subsidiary of the Party and/or its Parent, but only for so long as the
      Parent remains the Parent of the party and the Subsidiary remains a Subsidiary
      of the Party and/or its Parent. 

    


    “Agreement”
      shall
      mean this Agreement, and each of its Exhibits, as they exist on the Effective
      Date or as may be modified in accordance with the Agreement. In the event of
      an
      inconsistency between or among any terms of the Agreement and its Exhibits,
      the
      provision(s) of the Agreement shall prevail.

    


    “Bad
      Debt” results
      when the Carrier has determined that it cannot collect from the End User the
      billed party amounts due on End User’s purchase of the BMI Service
      Bundle.

    


    “BMI
      Catalog”
      means
      the file, or its equivalent, sent from BMI to STI containing Content, Content
      name, identification numbers, licensing information, etc.

    


    “BMI
      Service Bundle”
      shall
      mean the combination of Chat Services and Content available for purchase by
      End
      Users through the Pound Program.

    


    “Brand
      Features”
shall
      mean all trademarks, service marks, logos, trade dress and other distinctive
      brand features of a party, including, if applicable, the look and feel of a
      party’s principal consumer website.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “Carrier”
or
      “Cingular”
means
      a
      provider of wireless telecommunication services to BMI, who provides a wireless
      telecommunications network for the Pound Program, including text messaging
      and
      billing services in the Territory;

    


    “Charge
      back” means
      credits provided by the Carrier to the End User account associated specifically
      with End User purchase of the BMI Service Bundle that were initially charged
      to
      the End User’s cellular services bill.

    


    “Chat
      Services”
      means
      the IVR-based services operated by BMI and offered to End Users who wish to
      listen and/or talk live to other End Users. 

     

    “Content”
      means
      (1)
      all audio sounds (Ringtones), (2) images (Wallpaper) (3) Video and (4) any
      other
      content and software or programs owned by BMI and licensed to STI pursuant
      to
      Section 2.5 hereunder, that the Parties mutually agree in writing to make
      available for distribution to the End Users through the Pound
      Program.

    


    “Delivery”
      or
      “Delivered”
      means
      when Content is downloaded to a Handset by any Person using the Pound
      Program.

    


    “Effective
      Date” shall
      be
      that date set forth in the header paragraph of this Agreement. 

    


    “End
      User”
      means a
      customer of BMI who subscribes to a Carrier’s wireless service and uses the
      Pound Program to purchase a Service Bundle.

    


    “Gross
      Revenue”
      shall
      mean the Retail Price billed by a Carrier and paid to STI as a result of an
      End
      User’s purchase of a BMI Service Bundle. Gross Revenue will include the Carrier
      revenue share and shall not include any other amounts charged by STI and the
      Carrier, including, but not limited to, amounts charged for taxes, Bad Debt,
      refunds or assessments.

    


    “Handset”
      means
      any wireless device, including, but not limited to, cell phones, wireless
      personal digital assistants or “PDA's”, and any similar devices, that
      incorporates certain technology and software and is capable of receiving
      Content.

    


    “Indemnified
      Party” shall
      have the meaning set forth in Section 9 

    


    “Indemnifying
      Party”
      shall
      have the meaning set forth in Section 9 

    


    “In-Production
      Standards” shall
      mean the entire order process from initial call setup though to the completion
      of the transaction with the read-back of information to the end user shall
      not
      exceed 180 seconds given a direct path of options and excluding any ringtone
      selection time and the data exchanges with BMI, for 97% of calls on a monthly
      basis. (i.e. the end user does not repeat multiple menus, select multiple
      packages etc) and, secondly, the gross billings reported by STI, submitted
      to
      the carrier and subsequently billed to the end user shall be no less than 97%
      of
      the gross billings recognized and fulfilled by BMI.

    


    “License(s)”
      shall
      mean those Licenses identified in subsection 5 

    


    “Licensee”
      means
      the
      Party that is the recipient of a License in accordance with this
      Agreement.

    


    “Licensor”
      means
      the
      Party that grants a License in accordance with this Agreement. 


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    “Licensed
      Item(s)” shall
      mean those items subject to a License as set forth in Sections 5 and
      6.

    


    “Notice”
      shall
      mean that written notice in the form set forth in, and delivered in the manner
      required by, subsection 13.4.

    


    “Parent”
means
      any Person that owns or controls, directly or indirectly (i) the majority (more
      than 50%) of the shares or other securities of the Party entitled to vote for
      election of directors (or other managing authority) of the Party or (ii) if
      such
      Party does not have outstanding shares or securities, the majority (more than
      50%) of the equity interest in such Party, but only for so long as such
      ownership or control exists in (i) or (ii) above. 

    


    “Party”
      or “Parties”
      means
      STI or BMI, or STI and BMI, respectively.

    


    “Payment”
      means
      any
      sums payable by one Party to the other Party hereunder.

    


    “Person”
      means,
      except for STI or BMI, or any of their Affiliates, any other person, entity
      or
      enterprise, including, without limitation, any corporation, partnership,
      joint-venture, limited liability BMI or any governmental agency, commission,
      panel or department, whether local, state or federal.

    


    “Retail
      Price” means
      the
      price paid by an End User to purchase a BMI Service Bundle.

    


    “Ringtones”
      mean a
      sound file that can be downloaded on a Handset and may be prompted to play
      at
      various times, including when a voice or text message is sent to the
      Handset.

    


    “SMS”
      or
      “Short
      Message Service” shall
      mean alphanumeric messages up to 160 characters in length sent to or from
      Handsets of End Users and displayed on the Handset’s screen.

    


    “SMPP”
      or
      “Simple
      Message Peer to Peer”
      means
      the communication protocol used to deliver SMS to and from its End
      Users.

    


    “Short
      Dial Code”
      means a
      number (with fewer digits than a 10-digit telephone number) used by an End
      User
      to simplify access to voice services or the sending of text
      messages;

    


    “Subsidiary”
of
      a
      Party shall mean any Person or other legal entity (a) the majority (more than
      50%) of whose shares or other securities entitled to vote for election of
      directors (or other managing authority) is now or hereafter owned or controlled
      by such party either directly or indirectly, or (b) which does not have
      outstanding shares or securities but the majority (more than 50%) of the equity
      interest in which is now or hereafter owned or controlled by such party either
      directly or indirectly, but only for so long as such ownership or control exists
      in (a) or (b) above.

    


    “Term”
      means
      the
      term of this Agreement set forth in subsection 11.

    


    “Territory”
      means
      the United States or as otherwise mutually agreed to in writing by both
      Parties.

    


    “Trademark
      License” means
      those Licenses identified in subsections 6.2.

    


    “Wallpaper”
      means
      a
      file that may be downloaded to a Handset and, when displayed, creates a graphic
      image on the Handset’s monitor.

    


    “WAP”
      means
      the wireless access protocol used to create web-sites to be accessed via a
      wireless network by a Handset.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              2.

            	
              BMI
                RESPONSIBILITIES

            


    

    


    2.1 Provisioning
      Fee Payable to STI.
      BMI
      shall pay to STI a total of ONE HUNDRED THOUSAND AND NO/100 US DOLLARS
      ($100,000.00) for the initial provisioning, set-up and integration of three
      (3)
      discrete Short Dial Codes on the Cingular network to support BMI’s application
      of STI’s Pound Program (“Provisioning
      Fee”).
      The
      Provisioning Fee will be payable in-full in readily available funds within
      five
      (5) business days following the Effective Date.

    


    2.2 Refund.
      Any one
      of the following events shall be considered a material breach of the agreement
      and therefore STI agrees that it shall refund to BMI a proportion of the amount
      paid under Section 2.1 above to the number of Short Dial Codes impacted by
      the
      event within ten (10) days from BMI’s notice to STI:

    


    
      	 	
              (a)

            	
              In
                the event BMI, in its sole discretion, does not accept the Pound
                Program
                pursuant to Section 3.5 below, as a viable product for use in a production
                environment;

            


    

    
      	 	
              (b)

            	
              The
                Pound Program fails to meets its In-Production Standards of performance;
                or

            


    

    
      	 	
              (c)

            	
              If
                any Short Code(s) registered by STI are cancelled by the Carrier
                due to
                any actions of STI. 

            


    

    


    2.3 Chat
      Services.
      BMI
      shall create, configure, host, maintain and support Chat Services for End Users,
      including but not limited to interface processes with STI, reporting,
      decrementing minute packages and member management.

    


    2.4 Content.
      BMI
      shall
      provide the BMI Catalog of Content to STI for its use in the Pound
      Program.

    


    2.5 Licensing.
      BMI
      shall
      maintain all necessary and applicable licenses, fees and permissions necessary
      for the continued use of Content provided to End-Users from the BMI Catalog.
      

    


    2.6 Marketing.
      BMI
      shall use commercially reasonable efforts to promote and advertise the Pound
      Program. 

    


    2.7 Customer
      Service.
      BMI
      shall be solely responsible for all customer service related issues, and the
      Parties acknowledge and agree that, except as expressly set forth in this
      Agreement, while STI will support BMI’s customer service, STI shall have no
      direct contact with any End User. 

    .

    
      	
              3.

            	
              STI
                RESPONSIBILITIES

            


    

     

    3.1 Short
      Dial Code.
      STI, as
      a licensee of Cingular, has licenses, permissions and rights to use three voice
      Short Dial Code(s) (the “Licensed Short Dial Codes”). During the Term of this
      Agreement, and pursuant to the terms and conditions contained herein, STI shall
      permit and accommodate BMI’s continued use and enjoyment of the Licensed Short
      Dial Codes. 

    


    3.2 Licensed
      Short Dial Codes. In
      the
      event of termination of this Agreement, and should STI continue to be the
      licensee of the Short Dial Codes, STI will not allow the use of the Licensed
      Short Dial Codes by any other Person operating within BMI’s market space for a
      period of three (3) years from the effective date of
      termination.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    3.3 Continuing
      Business Accommodation.
      In the
      event that STI ceases to do business and may no longer provide the services
      contemplated during the term of this Agreement, STI will use commercially
      reasonable efforts to attempt to accommodate a continuing business relationship
      by and between BMI and Cingular. The parties agree that Cingular is a service
      provider as it relates to this Agreement and not under the control, supervision
      or direction of STI. 

    


    3.4 Pound
      program. Subject
      to the terms in this Agreement, STI agrees to create, configure, host and
      maintain an instance of the Pound Program as described in Exhibit “A” (the
“Services”).
      

    


    3.5 Testing
      and Acceptance.
      STI
      shall deliver the Services to BMI for testing and acceptance prior to commercial
      launch by BMI. The testing period will begin upon receipt by BMI of the Services
      from STI, and will last for a period of up to twenty (20) business days
      thereafter, during which time BMI shall conduct random testing of all Short
      Dial
      Codes to check: set-up of new memberships and packages, delivery of Content,
      subsequent purchases by the same mobile subscriber and associated delivery
      of
      content, billing descriptors appearing on the customer bill, customer service
      inquiry processes, error handling and timelines of response messages, and test
      keywords and the subscription flow using random carrier phones. At all times
      during and subsequent to the testing period, STI will use commercially
      reasonable efforts to resolve any and all non-conformities, provided, however,
      STI shall use commercially reasonable efforts to resolve any material
      non-conformities within five (5) business days of BMI’s notification to STI of
      the same. In addition, during the testing and acceptance period, STI shall
      provide to BMI regular updates as to the testing performed on behalf of STI
      by
      any third party mobile carriers and aggregators. 

    


    3.6 Availability.
      The
      Services will be hosted by STI, or any Person selected by STI and approved
      by
      BMI (approval not to be unreasonably withheld), in a manner so that it is
      available continuously (24 hours a day, 7 days a week) except for instances
      when
      the program must be removed for emergency fixes, maintenance or updates, in
      which case BMI will be notified, when commercially reasonable to do so. STI
      will
      provide BMI with an estimate regarding the anticipated time to be repaired
      and
      returned to service. Any system administration and maintenance shall occur
      between the hours of 2pm and 4 pm Pacific Standard Time with no less than
      twenty-four (24) hours prior notice. STI will use its commercially reasonable
      efforts to minimize the frequency and duration of instances that Services is
      not
      available. 

     

    3.7 Reports.
      For the
      first ninety days of this Agreement, STI shall provide BMI with weekly reports,
      in the format described in Exhibit “B”. Thereafter, STI shall provide real-time
      web access to transaction databases. 

    


    3.8 Taxes.
      STI
      shall ensure that both STI and the Carrier collects, remits and are responsible
      for all applicable local, state, and federal taxes, access fees and any other
      FCC and PUC fees and charges. Each Party is responsible for all their other
      taxes, charges and governmental fees with respect to the sale of Digital Content
      that may apply, including all taxes based on the net income, franchise, property
      and/or net worth of Provider, as well as the Washington business and occupation
      (“B&O”) tax or other taxes similar to the B&O tax.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              PAYMENT
                TERMS

            


    

     

    4.1 Amount
      of Remittance to BMI for the BMI Service Bundle.
      STI
      shall, within one hundred and five (105) days from the date on which the BMI
      Service Bundle was purchased by the End User, remit to BMI sixty percent (60%)
      of Gross Revenue, minus twenty-two and one-half cents (USD$.225) per End User
      purchase transaction of a BMI Service Bundle. For example, for a Service Bundle
      with a Gross Revenue of Five US Dollars (USD$5.00), BMI shall receive Two US
      Dollars and Seventy-seven and one-half cents (USD$2.775), calculated as Five
      US
      Dollars (USD$5.00) times sixty percent (60%) minus twenty-two and one-half
      cents
      (USD$.225). 

    


    4.2 End
      User fees for the Services.
      BMI
      shall have sole discretion in determining the Retail Price of its Service
      Bundle, provided, however, in no event shall any Service Bundle be priced less
      than Two US Dollars and Ninety-five cents (USD$2.95) or higher than Nineteen
      US
      Dollars and Ninety-five cents (USD$19.95). 

    


    4.3 Telephony
      and Carrier Charges.
      BMI
      shall be responsible for the following charges related to the BMI Service Bundle
      purchases made by End Users:

     

    
      	 	
              (a)

            	
              reimbursement
                to STI for any refunds, credits, Bad Debt or other Charge backs made
                by a
                Carrier against STI. Any refunds, credits, Bad Debt or other Charge
                backs
                must be specifically identified by Cingular as an end-user mobile
                identification number (MIN) that acquired BMI’s services through the Pound
                Program; and

            


    

    
      	 	
              (b)

            	
              STI
                will bill BMI and BMI will pay for these charges within thirty days
                of
                BMI’s receipt and verification.

            


    

    


    BMI
      shall
      not accept any other charges of any kind that are not listed in Section 4.3
      or
      Section 2.1.

    


    4.4 Currency.
      All
      fees,
      remittance, and other currency amounts set forth herein shall be denoted in,
      and
      calculated using, US Dollars.

    


    4.5 Late
      Payments. 
      All
      payments of amounts due to a Party which are not paid when due shall accrue
      late
      payment charges on the unpaid amount in the amount of one and one-half percent
      (11⁄2%) per month or the maximum amount allowable under applicable law, whichever
      is less, from the date due until the date paid in full, including any accrued
      late payment charges

    


    
      	
              5.

            	
              LICENSES 

            


    

    


    5.1 BMI
      License of BMI Brand Features to STI.
      Subject
      to the terms and conditions of this Agreement, BMI (the “Licensor”)
      hereby
      grants to STI (the “Licensee”)
      for
      the Term of this Agreement a non-exclusive, non-transferable license, in the
      Territory, to reproduce, distribute and publicly display BMI Brand Features
      in
      connection with the marketing, distribution and presentation of the Services
      in
      accordance with this Agreement and the Branding Restrictions set forth in
      Section 6 below.

    


    5.2 BMI
      License of Content to STI.
      Subject
      to the terms and conditions of this Agreement, Licensor hereby grants to
      Licensee, for the Term of this Agreement, a non-exclusive, non-transferable,
      royalty-free license, in the Territory, to use BMI’s Catalog for the purpose of
      fulfilling End-User requirements of the BMI Service Bundle.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    5.4 Ownership.
      This
      Agreement does not in any way convey ownership of any Brand Feature, or any
      part
      thereof, to the other Party. 

    


    
      	
              6.

            	
              BRANDING
                RESTRICTIONS.
                

            


    

     

    6.1 Branding
      Restrictions.
      During
      the Term of this Agreement, all marketing, sale, distribution or other use
      of
      the Services by BMI shall be branded solely with the BMI Brand Features, subject
      only to the branding requirements of wireless carriers or other distribution
      channels offering the Services (to the extent approved by BMI in advance in
      writing). All uses of the BMI Brand Features shall be subject to the branding
      policies provided by BMI or its licensors; any deviations thereof shall be
      subject to BMI’s prior written consent.

     

    6.2 Use
      of Trademark Licenses.
      Each
      Party’s use of the Trademark License granted to it hereunder shall be in
      accordance with applicable trademark law, as well as Licensor’s policies
      regarding advertising and trademark usage as set forth in Licensor’s marketing
      or advertising guidelines, or as otherwise designated by the Licensor in writing
      from time to time during the Term of the Agreement. Except as provided in this
      Section or as subsequently mutually agreed in writing, neither Party shall
      associate any licensed item that are subject to the other Party’s Trademark
      License except for the express and limited purposes identified in this
      Agreement. 

     

    6.3 Trademark
      Obligations.
      The
      Licensee, pursuant to its Trademark License, agrees that whenever a Licensed
      Item is used in advertising or in any other manner, such use will, to the degree
      designated by the Licensor and allowed by law, include the appropriate “TM”,
“SM” or R inside a circle, and the Licensee shall acknowledge that such Licensed
      Item is owned by the Licensor. The Licensee agrees that it shall not do or
      cause
      to be done any act or anything contesting or in any way impairing or reducing
      the Licensor’s right, title, and interest in the Licensed Item.

     

    6.4 Quality. The
      Licensee shall not use any Licensed Item in any manner that would injure the
      reputation of the Licensor. In the event that the Licensor should notify the
      Licensee in writing that a Licensed Item does not conform to the standards
      set
      by the Licensor, the Licensee shall have thirty (30) days to bring such use
      into
      conformance, and provide Licensor with a specimen of such conforming use, or
      cease usage of the Licensed Item.

     

    6.5 Infringement
      Proceedings and Trademark Registration.
      The
      Licensor shall have the sole right and discretion to bring legal or
      administrative proceedings to enforce its trademark rights hereunder, including
      actions for trademark infringement or unfair competition proceedings involving
      any Licensed Item. The Licensee shall not, during or after the Term of this
      Agreement, register or attempt to register any Licensed Item in any country
      or
      jurisdiction. 

     

    6.6 Substitution
      of Trademark.
      The
      Licensor reserves the right to substitute other marks for any Licensed Item
      upon
      notice to the Licensee, and in such event the Licensee agrees to immediately
      discontinue use of the selected Licensed Item and begin use of the substitute
      mark, which thereafter shall be considered a Licensed Item.

    


    
      	
              7.

            	
              WARRANTY 

            


    

    


    7.1 General.
      Each
      party represents and warrants that: (i) it has the full legal right and power
      to
      enter into and fully perform this Agreement and to make the commitments it
      makes
      herein, and (ii) as of the Effective Date there are no other agreements with
      any
      other party in conflict herewith.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    7.2 Warranty
      of Title.
      Each
      party represents and warrants that, to the best of its knowledge, it has the
      right, title and interest in and to its intellectual property rights as
      necessary to grant all the rights to the other party as provided under this
      Agreement. Each party represents and warrants to its knowledge that it has
      obtained all the necessary and appropriate written assignment, clearance,
      approval, consent, release and/or license from any person or entity (including
      any third party independent contractor) rendering services in connection with
      its intellectual property rights licensed under this Agreement, and, with
      respect to BMI, any release related to any rights of privacy or publicity,
      as
      may be necessary for BMI to enter into this Agreement.

    


    7.3 Data.
      Each
      party warrants to the other that such warranting party will not publish,
      distribute or otherwise provide to the other party for use hereunder any data,
      information, materials, Brand Features or APIs, or other intellectual property
      that: (i) infringes on any third party’s copyright, patent, trademark, trade
      secret or other proprietary rights; (ii) violates any law, statute, ordinance
      or
      regulation, including without limitation the laws and regulations governing
      export control; (iii) is defamatory or trade libelous; or (iv) contains viruses,
      spyware, Trojan horses, worms, time bombs, or other similar harmful or
      deleterious programming routines. The above warranty specifically excludes
      all
      data published, distributed or otherwise provided by Wireless end-users.


    


    7.4 WARRANTIES
      EXCLUDED.
      EXCEPT
      AS OTHERWISE SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY
      REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT
      TO ANY ITEMS OR SERVICES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION,
      ANY
      IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF
      PERFORMANCE AND ANY IMPLIED WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING
      THE
      GENERALITY OF THE FOREGOING, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT,
      EACH PARTY ACKNOWLEDGES THAT THE WEB SITES, SERVERS AND OTHER HARDWARE, SOFTWARE
      AND ANY OTHER ITEMS USED OR PROVIDED IN CONNECTION WITH HOSTING SUCH WEB SITES
      OR PERFORMANCE OF ANY OF THE SERVICES HEREUNDER ARE PROVIDED "AS IS" AND THAT,
      EXCEPT AS OTHERWISE PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY THAT
      THE
      MATERIALS, PRODUCTS, OR SERVICES IT PROVIDES HEREUNDER WILL BE FREE FROM BUGS,
      FAULTS, DEFECTS OR ERRORS OR THAT ACCESS TO ANY OF THE SERVICES WILL BE
      UNINTERRUPTED.

    


    
      	
              8.

            	
              PROPRIETARY
                RIGHTS

            


    

    


    8.1 Pound
      Program –
      Notwithstanding section 8.2 below, STI shall retain exclusive, proprietary
      ownership rights in its systems and processes that make up the Pound Program,
      and does not, by means of this Agreement or otherwise, transfer to BMI any
      right
      of ownership in or to the same. BMI and their respective agents or affiliates
      shall not seek any copyright or trademark registration in or to the Pound
      Program

    


    8.2 Chat
      Services, Content and BMI Service Bundle
      - BMI
      retains exclusive, proprietary ownership rights in and to its systems and
      processes for the provision of Chat Services, Content and the BMI Service
      Bundle, and where registered by BMI, the Short Dial Codes used by End Users
      to
      access the Pound Program hereunder, and does not, by means of this Agreement
      or
      otherwise, transfer to STI any right of ownership in or to the
      same.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    8.3 Intellectual
      Property–
each
      Party acknowledges that it does not own and has no ownership claim in or to
      any
      trademarks, trade names, copyright or other intellectual property of the other
      Party or its affiliates, (collectively the “Intellectual Property”), and that
      use by a Party of any Intellectual Property of the other Party, without the
      express written consent of the other Party, will constitute a material breach
      of
      this Agreement. In addition, the Parties agree to take no action, either during
      or after the term of this Agreement, that is inconsistent with, or could
      directly or indirectly impair or tend to impair, any of the other Party’s or its
      affiliates’ right, title or interest in or to its Intellectual Property, and a
      Party shall immediately notify the other Party if it knows or becomes aware
      of
      any infringing use of the other Party’s Intellectual Property by a third
      party. 

    


    8.4 End-User
      Information.
      Any and
all
      information obtained from any End User purchasing a Service Bundle through
      the
      Pound Program is the property of BMI, and STI agrees to maintain the
      confidentiality of that information pursuant to the requirements of its Privacy
      Policy, any Carrier requirements and this Agreement. Any End User information
      collected by STI shall be passed to BMI and shall not be used by STI for any
      purpose but the effective application of the Pound Program on behalf of BMI
      and
      BMI’s End Users. Further, STI shall not distribute, sell or provide a third
      party, other than BMI and the Carrier, End User information. 

    


    
      	
              9.

            	
              INDEMNIFICATION

            


    

     

    9.1Each
      Party (the “Indemnifying Party”) shall, at its expense and at no cost to the
      other Party, defend, indemnify, and hold harmless the other Party and its
      Affiliates and each of their officers, directors, employees and successors
      and
      assigns (the “Indemnified Parties”) from and against any damages, losses,
      penalties, liabilities or expenses of any nature (including reasonable
      attorneys’ fees) resulting from or in any way related to: (i) any breach by
      the Indemnifying Party of the Licenses granted by the Indemnified Parties,
      (ii) any breach of any covenant, warranty or representation of the
      Indemnifying Party under this Agreement, (iii) any claim or action arising
      from any negligent act or omission of the Indemnifying Party in performing
      its
      obligations under the Agreement, and (iv) any claim or allegation that any
      information, material or content provided by the Indemnifying Party for use
      in
      performing its obligations hereunder infringes, misappropriates or otherwise
      violates any trademark, patent, copyright or other intellectual property right
      of any Person (collectively the “Claims”).

     

    9.2The
      Indemnified Party will promptly provide the Indemnifying Party with Notice
      of
      any actual or potential Claim, except that any delay in such Notice shall not
      relieve the Indemnifying Party of its obligations under this Section, except
      to
      the extent that the delay caused any prejudice to the Indemnifying Party. The
      Indemnifying Party may settle, at its sole discretion and own expense, any
      such
      Claim against an Indemnified Party. Any disposition or settlement that imposes
      any liability on or affects the rights of the Indemnified Party will require
      the
      Indemnified Party’s prior written consent, which will not be unreasonably
      withheld or delayed. 


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              10.

            	
              LIABILITY
                LIMITATIONS

            


    

     

    10.1 WITH
      THE
      EXCEPTION OF ANY BREACH BY A PARTY OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER,
      OR ANY MISAPPROPRIATION BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY
      RIGHTS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT,
      INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO,
      FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS, LOSS OF PROFITS, LOSS OF
      ANTICIPATED REVENUE, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCT(S), FACILITIES
      OR SERVICES, DOWNTIME COST, REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED IN
      WARRANTY, CONTRACT, NEGLIGENCE, STRICT TORT, PRODUCTS LIABILITY OR OTHERWISE,
      EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE
      PARTIES EXPRESSLY AGREE THAT THE LIMITATIONS ON DAMAGES SET FORTH IN THIS
      AGREEMENT ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION
      FOR THE PARTIES’ RESPECTIVE RIGHTS AND OBLIGATIONS SET FORTH IN THIS AGREEMENT.
      IN ADDITION, THE PARTIES AGREE THE FOREGOING IN NO WAY LIMITS THEIR RESPECTIVE
      INDEMNITY OBLIGATIONS HEREUNDER.

    


    
      	
              11.

            	
              TERM
                AND TERMINATION

            


    

     

    11.1 Initial
      Term and Renewal.
      The term
      of this Agreement shall commence on the Effective Date and shall, unless earlier
      terminated as provided herein or as mutually agreed to by the Parties, continue
      for one (1) year (the “Term”). As of the last day of the Term, unless earlier
      terminated by delivery of Notice of termination from one party to the other
      prior to the expiration of the Term, or otherwise agreed to by the Parties
      in
      writing, the Term of this Agreement shall be automatically extended for
      additional six (6) month renewal periods, provided, however, either Party may
      terminate this Agreement during a renewal period at any time, and for any
      reason, by providing the other Party with no less than two (2) months written
      notice thereof. 

     

    11.2 Termination
      for Cause.
      Each
      Party shall have the right to terminate this Agreement for cause upon written
      notice to the other Party if the other Party materially breaches any provision
      of this Agreement, and either (1) does not cure such breach within thirty
      (30) days following written notice thereof from the non-breaching Party, or
      (2)
      if curable but not capable of cure within thirty (30) days, the breaching Party
      has not initiated and/or diligently pursued actions to correct the breach as
      soon as reasonably practicable, or (3) if the other Party ceases business
      operations, becomes insolvent, or is subject to any bankruptcy or other similar
      legal process or proceeding. Material breaches of this Agreement for which
      no
      cure period is required shall include, but not be limited to, (1) the failure
      or
      refusal to grant the Licenses set forth in Section 3 herein, and (2) any failure
      to pay any amounts when due three (3) or more times in a calendar year. In
      the
      event either Party fails to pay any amounts when due three (3) or more times
      in
      a calendar year, any and all rights to terminate the Agreement shall immediately
      revert to the Party that is not in default. A Party asserting its right to
      terminate this Agreement pursuant to the foregoing may do so in addition
      to, or in combination with, any other rights available to it under law, equity,
      or this Agreement, and shall not be liable to the other party for any
      termination charges, including, without limitation, damages for goodwill,
      investments made and the like. 


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    11.3 Effects
      of Termination.
      Upon any
      termination or expiration of this Agreement: (i) all rights and Licenses
      granted under this Agreement shall terminate, except for those which survive
      termination as expressly provided in this Agreement, (ii) STI shall
      immediately remove the Service Bundle from the Pound Program, and shall cease
      permitting End Users to purchase and download the Service Bundle, (iii) BMI
      shall cease providing STI with access to the Service Bundle, (iv) STI shall
      cease distributing the Service Bundle in any manner to any End User or any
      other
      Person, (v) BMI shall fulfill End Users obligation from any BMI Service Bundles
      purchased, and (vi) the Parties shall promptly account for and submit all
      respective Payments due to the other Party. 

     

    11.4 Survival.
      The
      following provisions shall survive any termination or expiration of this
      Agreement, in addition to those terms that expressly survive: Section 2
      (Refunds), Section 4 (Payment Terms) for all amounts due prior to the
      termination or upon expiration of this Agreement, and
      Sections 6 (Branding Restrictions), 9 (Indemnification),
      10(Liability Limitations), and 12 (Confidentiality). 

     

    11.5 Termination
      for Material Adverse Change.
      If,
      during the Term of this Agreement, either Party determines that business
      conditions have changed, or are likely to change, to such an extent that
      continuation of this Agreement would have a material adverse effect on such
      Party, or any of its affiliates, then that affected Party shall provide Notice
      to the other Party disclosing the material adverse change. Once Notice has
      been
      provided, the Parties agree to meet in good faith to modify the terms of this
      Agreement in an attempt to mitigate or eliminate such material adverse effect.
      If the parties cannot agree to any such modifications within thirty (30) days
      of
      such Notice, then the affected Party shall be entitled to terminate this
      Agreement without liability by providing the other Party with thirty (30) days
      prior written notice thereof.

     

    
      	
              12.

            	
              CONFIDENTIALITY

            


    

     

    12.1 Confidentiality.
      The
      parties agree to be bound by the terms of the Non-Disclosure Agreement entered
      into between the parties and attached as hereto as Exhibit “C.”

    


    
      	
              13.

            	
              GENERAL
                PROVISIONS

            


    

     

    13.1 Costs
      and Expenses.
      Unless
      otherwise specified herein, each Party agrees that it is solely responsible
      for
      all costs and expenses incurred by such Party in connection with the performance
      of its obligations set forth in this Agreement.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    13.2 Relationship
      of Parties.
      The
      Parties to this Agreement are independent of one another and this Agreement
      shall not establish any relationship of partnership, joint venture, employment,
      franchise, or agency between the Parties. Neither Party shall have the power
      to
      bind the other Party or incur obligations on the other Party’s behalf without
      the other Party’s prior written consent. 

     

    13.3 Notices.
      All
      notices, consents, waivers, and other communications intended to have legal
      effect under this Agreement (“Notices”)
      must be
      in writing, must be delivered to the other Party at the address set forth in
      the
      signature block below by personal delivery, certified mail (postage pre-paid),
      a
      nationally recognized overnight courier, or via facsimile with verified receipt
      of transmission, and shall be effective upon receipt (or when delivery is
      refused). Each Party may change its address for receipt of notices by giving
      written notice of the new address to the other party.

     

    13.4 Governing
      Law and Venue. This
      Agreement shall be solely and exclusively governed, construed and enforced
      in
      accordance with the laws of the State of Nevada, USA, without reference to
      conflict of laws principles. Any suit, action or proceeding arising from or
      relating to this Agreement must be brought in either a state or federal court
      located in, or for which jurisdiction and venue would be appropriate for the
      geographical area including, Carson City, Nevada, USA, and each Party
      irrevocably consents to the jurisdiction and venue of any such court in any
      such
      suit, action or proceeding. 

     

    13.5Attorneys’
      Fees.
      In the
      event that any action or proceeding is brought in connection with this
      Agreement, then, following the final judgment for such action or proceeding,
      the
      prevailing Party shall be entitled to recover its costs and reasonable
      attorneys’ fees.

     

    13.6 Non-Solicitation.
      The
      parties agree to be bound by the terms of non-solicitation as set forth in
      the
      Non-Disclosure Agreement entered into between the parties and attached as hereto
      as Exhibit C

     

    13.7 Waiver.
      Neither
      a course of dealing nor the failure of either Party to require performance
      by
      the other Party of any provision of this Agreement shall affect the full right
      of such Party to require such performance at any time thereafter; nor shall
      the
      waiver by either Party of a breach of any provision of this Agreement be taken
      or held to be a waiver of the provision itself.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    13.8 Assignment. 
      Neither
      this Agreement, nor any rights, obligations, or other interests of a Party
      may
      be assigned by a Party without the prior written consent of the other Party
      (not
      to be unreasonably withheld or delayed), and any purported assignment of same
      without such consent shall be void. STI may subcontract to third parties its
      obligations under this Agreement, provided any such third party agrees to terms
      and conditions no less restrictive than those set forth herein, and may, upon
      written notice to BMI, assign its right to receive Payment to any other Person.
      

     

    13.9 Severability.
      If any
      provision of this Agreement is unenforceable or invalid under any applicable
      law
      or is so held by an applicable court decision, such unenforceability or
      invalidity shall not render this Agreement unenforceable or invalid as a whole,
      and such provision shall be changed and interpreted so as to best accomplish
      the
      objectives of such unenforceable or invalid provision within the limits of
      applicable law or applicable court decisions; provided, however that if the
      Parties are unable to so change the provision, then the affected Party may
      terminate this Agreement upon thirty (30) days notice.

     

    13.10 Force
      Majeure.
      Each
      party will be excused from performance hereunder (except for payment obligations
      that are due and payable upon the date of the happening of any force majeure
      event) for any period and to the extent that it is prevented from such
      performance, in whole or in part, as a result of delays caused by the other
      party or an act of God, natural disaster, war, civil disturbance, court order,
      labor disputes, third-party non-performance, or other cause beyond its
      reasonable control and which it could not have prevented by reasonable
      precautions, including failures or fluctuations in electric power or
      telecommunications equipment, and such non-performance will not be a default
      or
      a ground for termination hereof. 

     

    13.11 Entire
      Agreement; Amendment; Construction.
      This
      Agreement, together with all Exhibits attached hereto (which are hereby
      incorporated by reference), completely and exclusively states the agreement
      of
      the Parties regarding their subject matter. This Agreement supersedes, and
      its
      terms govern, all prior or contemporaneous understandings, term sheets,
      memoranda of understanding, agreements, representations, summaries, proposals,
      or other communications between the parties, oral or written, regarding such
      subject matter. In the event of a conflict between the terms in the body of
      this
      Agreement and the terms in one or more of the Exhibits attached hereto, the
      terms of this Agreement shall control. This Agreement may be amended only by
      a
      written document signed by both Parties. The Section headings appearing in
      this
      Agreement are inserted only as a matter of convenience and in no way define,
      limit, construe, or describe the scope or extent of such section or in any
      way
      affect this Agreement. 

     

    13.12 No
      Third Party Rights.
      Except
      as otherwise expressly provided in this Agreement, nothing in this Agreement
      shall be enforceable by any Person other than BMI and STI, and no third party
      beneficiary rights are conferred on any such third party. Notwithstanding
      that any term of this Agreement may be or may become enforceable by a Person
      who
      is not a party to this Agreement, the terms and conditions of this Agreement
      may
      be modified or amended, or this Agreement may be suspended, cancelled, rescinded
      or terminated by the Parties as provided hereinabove without the consent of
      any
      such third party.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    13.13 Counterparts
      and Facsimile Signatures.
      This
      Agreement may be executed and delivered in counterparts all of which taken
      together shall constitute one single agreement between the Parties. A facsimile
      transmission of the executed signature page of this Agreement shall constitute
      due and proper execution and delivery of this Agreement.

     

    13.14 Audit. Each
      Party shall maintain complete and accurate records of all accounts pertaining
      to
      performance of this Agreement, in accordance with generally accepted accounting
      principles and in such a manner as may be regularly audited. An audit firm
      engaged by a Party, at such Party’s sole expense, has the right to review and
      audit those records and statements, including, without limitation, any and
      all
      invoices, vouchers, checks, or other documents used by the other Party in
      preparing any statement, Payment, or records or reports of any nature generated
      regarding a Party’s performance under this Agreement, at any reasonable time
      during the Term of this Agreement and for a period of one (1) year following
      the
      expiration or termination of this Agreement or until all disputes between STI
      and BMI are resolved, whichever is later; provided, however, such audit firm
      shall be required to execute an appropriate multi-party non-disclosure agreement
      with the audited Party and shall have no right to disclose any third party
      proprietary or confidential information obtained through the audit.


     

    [SIGNATURE
      BLOCK]

    


    In
      Witness Whereof,
      the
      Parties have executed this Agreement as of the Effective Date.

    

      
        	
                Boulevard
                  Media, Inc. (“BMI”)

              	 	
                Single
                  Touch Interactive, Inc. (“STI”)

              
	 	 	 	 	 
	
                By:
                  

              	
                /s/
                  Garth M. Goddard

              	 	
                By:

              	
                /s/
                  Anthony Macaluso

              
	
                Name:
                  

              	
                Garth
                  M. Goddard

              	 	
                Name:
                  

              	
                Anthony
                  Macaluso

              
	
                Title:
                  

              	
                Secretary

              	 	
                Title:

              	
                Founder

              
	 	 	 	 	 
	 	 	 	 	 
	Address
                For Notice:	 	Address
                For Notice:
	 	 	 	 	 
	Boulevard
                Media, Inc.	 	Single
                Touch Interactive, Inc.
	1045
                Howe St., Suite 700	 	2235
                Encinitas Blvd, Suite 210
	Vancouver,
                BC V6Z2A9	 	Encinitas,
                CA 92024
	 	 	 	 	 
	Facsimile
                No.:	 	Facsimile
                No.: 760-438-1171
	Telephone
                No.:	 	Telephone
                No.: 760-438-0100


      

    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      “A” - POUND PROGRAM FEATURES

    


    STI’s
      Pound Program will include the following:

    


    
      	 	
              1.

            	
              Provisioning
                of Short Dial Codes.
                The capability to provision voice Short Dial Codes on a carriers
                network
                or where requested, to provision voice Short Dial Codes on the carrier’s
                network. A voice Short Dial Code (e.g. #TALK - #8255) is a shortened
                number for callers to dial on participating Carrier’s networks simplifying
                the dialing process for End Users to access the Pound
                Program.

            


    

    


    
      	 	
              2.

            	
              Front-End
                IVR System.
                The capability to provide a front-end IVR platform to initially accept
                calls from end-users (and directed by the carrier to STI based on
                the
                Short Dial Code). The STI IVR will provide initial screening processes,
                greetings, prompts and menu selections to the End User allowing the
                discovery and selection of Service Bundles, including the acceptance
                of
                charges for any Service Bundle purchased by an End User.
                

            


    

    


    
      	 	
              3.

            	
               Redirection
                to BMI. The
                STI system will be capable of redirecting the calls to the BMI IVR
                on
                completion of these activities. Included in STI’s screens will be the
                verification of the MIN as a billable number and test for compliance
                with
                velocity limits set by the BMI and the
                carrier.

            


    

    


    
      	 	
              4.

            	
              Content
                Management.
                Including the capability to receive Content from BMI’s Catalog, on-the-fly
                conversion of Content to a format appropriate for the End Users Handset,
                and integration with the voice, billing and delivery infrastructures.
                If
                needed STI will store the Content from BMI’s
                Catalog.

            


    

    


    
      	 	
              5.

            	
              Delivery
                of Content to the End Users Handset.
                The Pound Program tracks each End User, selected Content, Carrier
                and
                Handset type and ensures the Content is delivered in an appropriate
                manner
                for that Carrier and Handset type. Where the End Users Handset is
                capable,
                STI will provide a one-button press to reconnect to the Chat Service.
                STI
                will use commercially reasonable efforts to initiate the process
                for an
                End User to download Content selected by the End User, within thirty
                (30)
                minutes after that selection is made by the End
                User.

            


    

    


    
      	 	
              6.

            	
              Billing
                for the BMI Service Bundle.
                STI will provide all billing records required of the Carrier, at
                least
                weekly, to facilitate the addition by the Carrier of the BMI Service
                Bundle charges to the End User’s Carrier bill and will maintain the
                billing integration and reconciliation processes with the
                Carrier.

            


    

    


    
      	 	
              7.

            	
              Activity
                Reporting.
                At the outset of this service agreement and for the first ninety
                days, STI
                will provide weekly reporting to BMI. Thereafter, reporting will
                be
                provided in real time via the Web for various sales and transactional
                elements with user defined timeframes.


            


    

     

    
      	 	
              8.

            	
              Telecommunications
                Infrastructure.
                Telecommunications infrastructure to accommodate End Users calling
                to
                access the Pound Program also includes any hardware, software and
                Internet
                connectivity required to provide the Pound
                Program.

            


    

    


    
      	 	
              9.

            	
              Pound
                Program Costs.
                STI shall be responsible for all costs incurred in the design,
                development, creation, installation and maintenance of the Pound
                Program,
                provided, however, BMI agrees that, during the Term of this Agreement,
                there will be no charge to STI by BMI, or any Affiliate, for Content
                or
                integration with BMI, including but not limited to the BMI
                Catalog.

            


    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “B” – EXAMPLE REPORT

    


    Data
      Fields to be reported on or made available in the real-time reporting system
      will include the following for each End-User Transaction

    


    Mobile
      number

    Call
      Date

    Call
      Start Time

    Disconnect
      Time

    Duration

    Maximum
      Time Purchased

    BMI
      Termination Number Used

    Pound
      Program Number

    Charged
      Amount

    Content
      Provided

     

    
      
        
        

      

      
        16