ex10_1.htm


    
      

    

    Exhibit
10.1

    
 

    SOFTWARE AND TECHNOLOGY
SUB-LICENSE AGREEMENT

     

    THIS   SOFTWARE  AND   TECHNOLOGY  SUB-LICENSE   AGREEMENT
("Agreement") is entered into as of this 30th day of November, 2007, by
and among MEDIA DISTRIBUTION
SOLUTIONS, LLC, a Texas limited liability company ("MDS"), ESPRE SOLUTIONS, INC., a Texas
corporation ("ESPRE") and ALL
LINK LIVE, INC. a New York corporation ("ALL LINK LIVE").

     

    WITNESSETH:

     

    WHEREAS, on or about April 14,
2006, MDS entered into an Intellectual Property License Agreement of same date
with ESPRE (the "Espre License Agreement") which is the creator and owner of
certain intellectual property rights defined herein as the Licensed Technology.
MDS has entered into a subsequent agreement with ESPRE which effects a reversion
of the Espre License Agreement. Copies of the Espre License Agreement and the
subsequent agreement are annexed hereto as Exhibit A and Exhibit B;

     

    WHEREAS, under the terms of
the Espre License Agreement, MDS has the right and authority to grant
sub-licenses for such Licensed Technology to third parties;

     

    WHEREAS, ALL LINK LIVE wishes
to develop, market, and offer for sale and/or license Software (as defined)
which would embody the Licensed Technology (as defined);

     

    WHEREAS, ALL LINK LIVE now
desires to acquire a sub-license from MDS to use the Licensed Technology in
conjunction with ALL LINK LIVE'S Business (as defined); and

     

    WHEREAS, MDS is willing to
grant such a sub-license for use of the Licensed Technology by ALL LINK LIVE for
use in ALL LINK LIVE'S Business on the terms and conditions as hereinafter
defined.

     

    NOW THEREFORE, in
consideration of the preceding rights and obligations hereinafter set forth and
the mutual promises and covenants herein contained, the parties hereto agree as
follows.

     

    ARTICLE
I.

    DEFINITIONS

     

    1.1            "Affiliate"
means any other Person that, directly or indirectly, through one or more
intermediaries, controls, is controlled by or is under common control with ALL
LINK LIVE. As used in this definition of "Affiliate," the term "control" means
either the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such entity, through the
ownership of voting securities or ownership of a direct or indirect equity
interest of ten percent (10%) or more in the entity.

     

    1.2            "Business"
means ALL LINK LIVE'S business to create, perform, reproduce, create
derivative works of, develop, use, operate, market, sell, license, sublicense,
display, publish, transmit and/or distribute the Software in the
business-to-consumer and/or consumer-to­consumer markets in the Territory,
solely and exclusively for, adult oriented material, adult entertainment
applications, and/or direct adult consumer-oriented online
communities.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    1.3            "Business Day"
means the days Monday through Friday of each calendar week, except legal
holidays recognized as such by either the government of the United States or of
the State of Texas.

     

    1.4            "Confidential
Information" means the respective Confidential Information of ALL LINK
LIVE and MDS, as defined in Article VI,
below.

     

    1.5            "Contractor(s)"
means any Person with whom ALL LINK LIVE enters a separate agreement to
modify, conform and adapt the Licensed Technology for ALL LINK LIVE'S
Business.

     

    1.6            "Documentation"
means all system documentation, operating instructions, logs and training
manuals created by ALL LINK LIVE and reasonably necessary to implement ALL LINK
LIVE'S Business under this Agreement.

     

    1.7            "Excluded
Technology" means those certain third-party software processes, programs
and documentation necessary to the functionality and operation of the Licensed
Technology and/or the Software and which the parties do not own and/or have the
legal capacity to license to one another and which licenses the parties
acknowledge ALL LINK LIVE may need to obtain to market the
Software.

     

    1.8            "Intellectual
Property Rights" means all current and future worldwide patents,
copyrights, mask work rights and trade secret rights, protections and the like
available under the laws of any jurisdiction relative to the Licensed
Technology, the Licensed Technology Derivative Work, the Documentation, and the
Software which a party owns or which a party has the right to obtain or benefit
from the same, whether now or in the future.

     

    1.9            "Licensed
Technology" means all research and development information, intellectual
property (including intellectual property upon expiration or abandonment of
patents), improvements, know-how, trade secrets, works of authorship, technical
data, compilations, methods, processes, and/or Object Code relative to image and
video compression applications, and any derivative applications thereof, which
deliver, encode, decode, compress, record, store and/or host images or video
content to which MDS and/or ESPRE owns the Intellectual Property Rights and
which is necessary for and/or supports the Business, including, without
limitation, the technology and patents described in Schedule 1.9 attached
hereto. The Licensed Technology also includes all Updates and Upgrades.
Notwithstanding the foregoing, the term "Licensed Technology" shall not include
any technical data, methods, processes and software source code comprising the
Excluded Technology. The source code and associated tools will be placed in an
escrow account that will be governed by the rules for corporate
survivability.

     

    1.10         
"Licensed
Technology Derivative Work" means any adaptation of, improvement of,
addition to or deletion from the substance or structure of the Licensed
Technology by ALL LINK LIVE or its Contractors for the Business, including,
without limitation, the Intellectual Property Rights described in Schedule
1.10.

    


    
      
        
           


        

        
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    "Net Revenue"
means the total aggregate of all monies and receipts received by ALL LINK
LIVE and derived from all Video, Video Streaming and the MDS Video Player
Software based on the Licensed Technology with the Licensed Technology
Derivative Work, which is licensed, sublicensed, distributed or sold by ALL LINK
LIVE, less:
(i) all sales taxes imposed by governmental authorities directly on sales
of the Video, Video Streaming and the MDS Video Player Software and actually
collected from customers (provided such taxes are added to the selling price and
are, in fact, paid by ALL LINK LIVE to the appropriate governmental authority);
(ii) any returns; and, (iii) the operating expenses of ALL LINK LIVE. The monies
and receipts within Net Revenues shall be deemed to be realized by ALL LINK LIVE
at the time of receipt of good funds for the Video, Video Streaming and the MDS
Video Player Software. "Net Revenues" specifically excludes (a) any other monies
received from such customers related to other offerings or services provided by
ALL LINK LIVE, including, without limitation as set forth in Schedule 3.3 attached
hereto ("ALL LINK LIVE Technology") and (b) the sale of substantially all of the
assets, the merger, the consolidation, and/or the initial public offering of ALL
LINK LIVE.

     

    1.11         "Person"
means any natural person, contractor, partnership, corporation, trust,
association, limited liability company, or other legally recognized
entity.

     

    1.12         "Software"
means ALL LINK LIVE'S combination of the Licensed Technology with the
Licensed Technology Derivative Work and all necessary Documentation into a
commercially available software package, usable whether remotely stored and
accessible via the global information network, on a local area network, or on an
application service model.

     

    1.13         "Source Code"
means, collectively (a) the series of un-compiled instructions or any
part thereof in human readable form, test programs and program specifications,
compiler and assembler descriptions comprising a portion of the Licensed
Technology; (b) descriptions and locations of Excluded Technology required to
use or support the Licensed Technology; and/or (c) technical documentation,
system documentation, operating instructions, logs, and/or training manuals that
MDS uses to maintain or support the Licensed Technology.

     

    1.14         "Territory"
means the world.

     

    1.15         "Transfer"
means the voluntary, involuntary, direct or indirect assignment, sale or
other transfer by a party of any interest in this Agreement, any part or all of
the ownership, of the party, and/or the License or any interest therein granted
pursuant to this Agreement, including, without limitation: (a) the transfer of
ownership of an equity interest, assets or otherwise; (b) merger or
consolidation; or (c) issuance of additional securities representing, either
individually or in the aggregate, a direct or indirect ownership interest in the
party of twenty-five percent (25%) or more.

     

    1.16         "Update"
means any and all changes and updates to the Licensed Technology that
improve the general utility, efficiency and operating performance of the
Licensed Technology without altering the basic function of the Licensed
Technology or adding new functionality.

    


    
      
        
           


        

        
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    1.17       
"Upgrade"
means any and all improvements in the Licensed Technology that add to or
alter the basic functions of the Licensed Technology. Upgrades incorporate all
Updates as well as all fixes for known errors.

     

    ARTICLE
II.

    GRANT
OF LICENSE AND LICENSE FEE

     

    2.1           Licensed
Technology; Availability. Subject to the terms and
conditions of this Agreement, MDS hereby grants to ALL LINK LIVE, and ALL LINK
LIVE accepts, an exclusive,
royalty-bearing, personal, non-transferable, sub-license (the "License")
to use the Licensed Technology in any manner deemed necessary, in ALL LINK
LIVE'S sole discretion, to accomplish its Business, including, without
limitation (a) to use and copy the Object Code to create the Licensed Technology
Derivative Work from the Licensed Technology, accomplished by ALL LINK LIVE or
its Contractor; (b) to create Documentation for use with the Licensed Technology
Derivative Work and the Software; and/or (c) to license, sublease, use, copy,
compile, develop, and market the Licensed Technology Derivative Work and all
necessary Documentation as a part of the Software. As of the date first set
forth above, MDS shall make available to ALL LINK LIVE, for ALL LINK LIVE'S use,
the Licensed Technology. It is understood and agreed that this sub-license grant
is subordinate to the terms and provisions of the Espre License Agreement. In
the event of termination or expiration of the Espre License Agreement, this
Sub-License Agreement shall automatically terminate. In the event that there are
any inconsistencies between the terms of this Sub-License Agreement and the
Espre License Agreement, the terms of the Espre License Agreement shall
govern.

     

    2.2           MDS's
Ownership of Licensed Technology; Responsibility. Notwithstanding the granting
of the License, MDS and/or ESPRE shall be and remain the sole and exclusive
owners of the Licensed Technology and any Intellectual Property Rights therein
with full discretion to direct and derive the economic benefit of its commercial
exploitation, except as otherwise set forth herein. MDS and/or ESPRE shall
vigorously prepare, file, prosecute, and maintain all of the patents comprising
part of the Licensed Technology to the fullest extent possible at the sole cost
and expense of MDS and/or ESPRE. ALL LINK LIVE shall have reasonable
opportunities to advise MDS and shall cooperate with MDS and/or ESPRE in such
filing, prosecution and maintenance of such patents, including, without
limitation, to have any of ALL LINK LIVE'S employees testify when reasonably
requested by MDS or ESPRE, and to make available any records, papers,
information, specimens, and the like upon the reasonable request of MDS or
ESPRE.

     

    2.3           ALL LINK
LIVE'S Ownership of Improvements and Adaptations. Subject to the ownership
interest of MDS and/or ESPRE as described herein, ALL LINK LIVE shall be the
owner of the Licensed Technology Derivative Work, Documentation, and Software
that are developed by ALL LINK LIVE or any Contractor in furtherance of the
Business, notwithstanding any assistance by MDS or ESPRE to ALL LINK LIVE in
such development and related matters, including, without limitation, pursuant to
any software development agreement and/or software maintenance agreement by and
between MDS, ESPRE and ALL LINK LIVE. MDS will have the right to cross license
the newly developed IP for non-competitive markets based under satisfactory
terms as agreed to by ALL LINK LIVE.

    


    
      
        
           


        

        
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    2.4 License
Consideration. In
full consideration of MDS's grant of the License, ALL LINK LIVE shall pay,
and/or has paid, to MDS, as a license fee ("License Fee") the aggregate amount
of One Million United States Dollars (US$1,000,000.00), which is due and payable
as follows:

     

    (a)       A
down payment of One Hundred and Twenty-Five Thousand United States
Dollars(US$125,000.00), all of which has been paid by ALL LINK LIVE (such
payment beingacknowledged by MDS); and

     

    (b)       The
sum of One Hundred and Twenty-Five Thousand United States Dollars
(US$125,000.00) due and payable as follows:

    $25,000.00
due and payable upon execution of this Agreement $25,000.00 due and payable on
or before December 20th, 2007
$25,000.00 due and payable on or before January 20th, 2008;
The remaining balance due upon the delivery of video chat; and

     

    (c)       The
balance of Seven Hundred Fifty Thousand United States Dollars (US$750,000.00) to
be paid monthly at a rate of 20% from Net Monthly Revenues (as defined)
collected in the month and which are due and payable within ten days (10)
following the close of the prior month, until the aggregate License Fee
obligation has been fulfilled.

     

    It is
understood and agreed that the payment of these monthly installments is
dependent upon ALL LINK LIVE generating sufficient Net Revenues to support such
monthly installments and ALL LINK LIVE is making no guarantee of such payments
should such Net Revenues fail to support such payments.

     

    ARTICLE
III.

    UPDATES,
ROYALTY AND ADMINISTRATION FEES

     

    3.1           Updates
and Upgrades. In
consideration of the Royalty (as defined), MDS and/or Espre shall provide and
deliver to ALL LINK LIVE significant Updates on a regular basis, and significant
Upgrades no less often than annually, beginning the first full calendar month
following the receipt of funds concerning ALL LINK LIVE'S first sale and/or
license of the Software.

     

    3.2           Royalty. In consideration of MDS's
providing Updates and Upgrades in accordance with Section 3.1 herein,
ALL LINK LIVE shall pay to MDS, as a royalty ("Royalty"), ten percent (10%) of
the Net Revenues (as defined) derived from the proceeds directly related to
Video, Video Streaming and the use of the MDS Video Player beginning the first
full calendar month following the receipt of funds concerning ALL LINK LIVE'S
first sale or license of the Software, which Royalty shall be due in payable on
a monthly basis within ten (10) Business Days following the close of each Month
after receipt of the Updates and/or Updates as described in Section 3.1 herein.
ALL LINK LIVE shall have no obligation to pay such Royalty unless and until MDS
has performed in accordance with Section
3.1.

    


    
      
        
           


        

        
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    3.3 Record
Keeping System.
ALL LINK LIVE shall establish and maintain, at its own expense,
bookkeeping, accounting, and record keeping systems, including the preparation
and retention of books and records. MDS shall have the right to review a
statement summarizing Gross Revenues receipts on a quarterly basis upon ten (10)
Business Days' prior written notice to ALL LINK LIVE. ALL LINK LIVE shall
provide a report to MDS of all persons or entities from which Gross Revenues
have been derived in the previous quarter.

    


    ARTICLE
IV.

    WARRANTIES
AND COVENANTS

     

    4.1           Valid and
Existing Authority.
Each party does hereby warrant to the other that, as of the date of this
Agreement, this Agreement has been duly and validly authorized and executed by
it and is its valid and binding obligation and that it has the legal right and
authority to execute this Agreement.

     

    4.2           Force and
Effect. MDS and
ESPRE hereby jointly and severally represent and warrant that, as of the date of
this Agreement (a) the Licensed Technology is valid and existing in full force
and effect and (b) no Licensed Technology is subject to any proceeding or
outstanding decree, order, judgment, settlement or other similar agreement or
stipulation that restricts in any manner the use, transfer or licensing thereof
by MDS and ESPRE or would affect the validity, use or enforceability of the
Licensed Technology.

     

    4.3           No
Violation. MDS
and ESPRE hereby jointly and severally represent and warrant that, as of the
date of this Agreement (a) the consummation of the transactions contemplated by
this Agreement will not result in the loss of, or otherwise adversely affect,
any ownership rights of MDS or ESPRE in the Licensed Technology, or result in
the breach or termination of any license, contract or agreement to which MDS or
ESPRE is a party with respect to the Licensed Technology and (b) the
consummation of the transactions contemplated by this Agreement will not cause
or obligate MDS or ESPRE to (i) grant to any Person any rights or licenses with
respect to the Licensed Technology, or (ii) pay any royalties or other amounts
with respect to the Licensed Technology in excess of those being paid prior to
the execution of this Agreement.

     

    4.4           Infringement. MDS and ESPRE hereby jointly
and severally represent and warrant that, as of the date of this Agreement (a)
no claim or allegation has been made by any Person that the Licensed Technology
or any part thereof infringes upon any United States issued patent, trade secret
or copyright of such Person; (b) MDS and ESPRE know of no claim by any Person
that the Licensed Technology or any part thereof infringes upon any Person's
patent, copyright, trademark, trade secret, or any other intellectual property
of such Person, or of any applicable law or regulation; (c) there is no pending
claim by MDS or Espre against any Person for infringing or misappropriating the
Licensed Technology; (d) without limiting the foregoing, there is no pending
claim by any Person, other than MDS or ESPRE, against any Person for infringing
or misappropriating the Licensed Technology; and (e) ALL LINK LIVE'S use of the
Licensed Technology will not infringe upon the intellectual property rights of
any third party.

     

    4.5           Ownership. MDS and ESPRE hereby jointly
and severally represent and warrant that, as of the date of this Agreement (a)
MDS and/or ESPRE have sole and exclusive right to develop, perform, use, create
derivative works of, operate, reproduce, market, sell, license, display,
distribute, publish and transmit the Licensed Technology; (b) MDS and ESPRE have
all right, title and interest to the Licensed Technology and that no other
Person has any interest in, or right or claim to, the Licensed Technology or any
part thereof; (c) upon the execution of this Agreement, MDS and ESPRE will have
licensed to ALL LINK LIVE sole and exclusive right to the Licensed Technology
for the Business, such that ALL LINK LIVE shall thereafter have sole and
exclusive rights to perform, reproduce, create derivative works of, develop,
use, operate, market, sell, license, display, publish, transmit and distribute
the Licensed Technology for the Business, free of all liens, options, pledges,
security interests, imperfections of title, encumbrances, or claims of
infringement of the rights of any Person, with full discretion to direct and
derive the economic benefit of the Licensed Technology's commercial
exploitation; and (d) no current or former employee, officer, and/or stockholder
of MDS or ESPRE owns any rights to any Licensed Technology.

    


    
      
        
           


        

        
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    4.6           Registration. MDS and ESPRE hereby jointly
and severally represent and warrant that, as of the date of this Agreement, all
necessary registration, maintenance and renewal fees in connection with the
Licensed Technology have been paid and all necessary documents and certificates
in connection with the Licensed Technology have been filed with the relevant
patent, copyright, trademark or other authorities in the United States or
foreign jurisdictions, as the case may be, for the purposes of maintaining the
Licensed Technology. MDS and ESPRE further represent and warrant that they will
take all reasonable and necessary steps to insure that the Licensed Technology
is fully protected under the intellectual property laws of the countries in
which this sub-license is being granted and that it will maintain all such
rights during the Term of this Sub-License Agreement.

     

    4.7           Quality. MDS and ESPRE hereby jointly
and severally represent and warrant that the Licensed Technology provided by MDS
under this Agreement is, and shall be, of a high grade, nature, and
quality.

     

    ARTICLE
V.

    TERM
AND TERMINATION

     

    5.1           Term. The term ("Term") of this
Agreement, including the License, is perpetual unless earlier terminated in
accordance with this Agreement.

     

    5.2           Termination by
Insolvency.

     

    
      	
               
      

            	
              (a)

            	
              ALL LINK LIVE.
      In the event ALL LINK LIVE liquidates; dissolves; shall be adjudicated
      insolvent; files or has filed against it a petition in bankruptcy or for
      reorganization which, if filed against it, has not been discharged within
      ninety (90) days of filing; takes advantage of any insolvency act or
      proceeding, including an assignment for the benefit of creditors; or
      commits any other act of bankruptcy; provided, MDS may, in its sole
      discretion, elect to terminate or continue this Agreement. If MDS elects
      to terminate this Agreement pursuant to this Section 5.2(a),
      MDS shall be deemed to have non-exclusive ownership of the Licensed
      Technology automatically, with no further action required by any
      party.

            


    

    


    
      
        
           


        

        
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              (b)

            	
              MDS. In the
      event MDS liquidates; dissolves; shall be adjudicated insolvent; files or
      has filed against it a petition in bankruptcy or for reorganization which,
      if filed against it, has not been discharged within ninety (90) days of
      filing; takes advantage of any insolvency act or proceeding, including an
      assignment for the benefit of creditors; and/or commits any other act of
      bankruptcy, ALL LINK LIVE may, in its sole discretion, elect to terminate
      or continue this Agreement. If ALL LINK LIVE elects to terminate this
      Agreement pursuant to this Section 5.2(b).
      ALL LINK LIVE shall be deemed to have non-exclusive ownership of the
      Licensed Technology automatically, with no further action required by any
      party.

            


    

     

    5.3            Termination
by Mutual Consent; Termination by ALL LINK LIVE. This Agreement and the
transactions contemplated hereby may be terminated at any time by mutual written
agreement of ALL LINK LIVE and MDS. ALL LINK LIVE may unilaterally terminate
this Agreement at any time upon providing MDS written notice in which case all
further obligations thereunder by ALL LINK LIVE shall terminate.

     

    5.4            Termination
of Article III.
MDS may terminate Article III of this
Agreement by delivery of written notice to ALL LINK LIVE, if ALL LINK LIVE shall
materially breach the provisions of Article III of this
Agreement and such breach continues uncured for at least thirty (30) days after
written notice thereof provided that such a breach is curable during such
period. If such breach is not capable of being cured within such thirty (30) day
period, ALL LINK LIVE need only take reasonable steps to initiate such cure
during such period. ALL LINK LIVE may terminate Article III of this
Agreement at any time by delivering written notice to MDS; provided, however,
that ALL LINK LIVE shall pay MDS the Royalty for the month subsequent to the
delivery of such notice and MDS shall provide the Update and/or Upgrade for such
month. The parties hereto acknowledge and agree that, notwithstanding
termination of Article
III pursuant to this Section 5.4, the
remaining terms and conditions of this Agreement, including, without limitation,
the License, shall continue in full force and effect.

     

    5.5            Continuing
Obligations. All
obligations of MDS, ESPRE and ALL LINK LIVE which expressly or by their nature
survive the expiration or termination of this Agreement (for example, the
restrictive covenants provided for in Article VI) shall
continue in full force and effect, subsequent to and notwithstanding this
Agreement's termination and until they are satisfied in full or by their nature
expire. The warranties and covenants contained in Article IV shall
survive any termination of this Agreement.

     

    ARTICLE
VI.

    RESTRICTIVE
COVENANTS

     

    6.1           Confidentiality.

     

    
      	
               
      

            	
              (a)

            	
              Each
      party agrees, acknowledges and covenants that (i) the technical data,
      methods, processes, Source Code and other information relating to the
      Licensed Technology, the Licensed Technology Derivative Work, the
      Documentation, and the Software, and/or (ii) any other information that is
      marked "Confidential" (in either case, whether oral, written or in
      machine-readable form) disclosed pursuant to the provisions of this
      Agreement (collectively, the "Confidential Information") may contain
      valuable trade secrets and other proprietary information and that any
      unauthorized use or disclosure of such Confidential Information would
      irreparably injure the disclosing party, which injury cannot be remedied
      solely by the payment of monetary damages. Each party shall hold in strict
      confidence and not disclose, reproduce or use the Confidential Information
      except as expressly provided for in this Agreement and/or with the
      exception of information (A) to the extent necessary, conveyed by ALL LINK
      LIVE to purchasers and/or licensees of the Software; (B) to the extent
      necessary, conveyed by ALL LINK LIVE to Contractors; (C) which is already
      in the public domain at the time of disclosure; (D) after disclosure
      becomes a part of the public domain by publication other than by the
      receiving party in violation of this Agreement or any other
      confidentiality agreement to which the disclosing party is a party; (E) is
      received from a third party who did not require such information to be
      held in confidence and who did not acquire, directly or indirectly through
      one or more intermediaries, such information under any obligation of
      confidence; and/or (F) is agreed to by the disclosing party in writing in
      advance of such publication or
reproduction.

            


    

    


    
      
        
           


        

        
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              (b)

            	
              Each
      party shall use all commercially reasonable efforts to prevent
      unauthorized use and disclosure of the Confidential Information by third
      parties, including any Contractor. Each party may disclose the
      Confidential Information only to its employees and to any Contractor;
      provided, those persons to whom a disclosure is made must need to know
      such Confidential Information and those persons have been informed of the
      existence of this provision and have agreed to comply
      herewith.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Each
      party shall cooperate fully with the other in any action or proceeding,
      whereby a disclosing party seeks to prevent or restrain any unauthorized
      use of the Confidential Information or to seek damages therefore. The
      provisions of this Agreement shall not limit any rights which a party may
      have under any other confidentiality agreement, whether in force before or
      after this Agreement.

            


    

     

    6.2           Disclosure
of Terms of Agreement; Press Release. Each party agrees that the
terms and conditions of this Agreement shall be treated as Confidential
Information, provided, that each party may disclose the terms and conditions of
this Agreement (a) to the extent required by any court or other governmental
body or as otherwise required by law, provided, that such party has first
notified the other party immediately upon learning of the possibility of any
such requirement and has given the other party a reasonable opportunity (and
cooperated with the other party) to contest or limit the scope of such required
disclosure (including application for a protective order); (b) to the extent
required by the applicable securities laws, including, without limitation,
requirements to file a copy of this Agreement (redacted to the extent reasonably
permitted by applicable law) or to disclose information regarding the provisions
hereof or performance hereunder; (c) to legal counsel; (d) in confidence, to
accountants, banks and financing sources and their advisors; and (e) in
confidence in connection with the enforcement of this Agreement or any rights
hereunder. In furtherance of the foregoing, to the extent that the parties wish
to issue a press release relative to their relationship, the parties shall
mutually agree to the content and delivery of any such press release and any
such press release may not be executed without the written consent of the other
party.

    


    
      
        
           


        

        
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    6.3           Non-Competition. During the Term hereof,
neither MDS nor ESPRE nor its principals shall act, either individually or in
partnership, or jointly or in conjunction with, any other Person as principal,
agent, stockholder, officer, director, manager, employee, consultant,
independent contractor, owner, member, partner, holder, advisor, or in any other
manner whatsoever, directly or indirectly, carry on or be engaged in or be
concerned with or interested in or advise, manage, own, participate in,
encourage, support, lend money to, guarantee the debts or obligations of or
permit MDS's or ESPRE's name to be used or employed by any Person engaged in or
concerned with or interested in a business the same as, or similar to, the
Business.

     

    6.4           Non-Solicitation. During the Term, neither MDS
nor ESPRE shall (i) contact, for the purpose of competitive business
solicitation, any Person who is a supplier, employee, customer or client of ALL
LINK LIVE or an Affiliate of ALL LINK LIVE, or (ii) contact any contractor,
employee or executive of ALL LINK LIVE or an Affiliate of ALL LINK LIVE for the
purpose of offering him or her employment with any Person other than ALL LINK
LIVE.

     

    6.5           Remedies. MDS, ESPRE and ALL LINK LIVE
agree that compliance with the covenants contained in Sections 6.1, 6.2,
6.3, and
6.4 are necessary to protect the goodwill and proprietary interest of
MDS, ESPRE and ALL LINK LIVE and that a breach of the agreements contained in
such sections would result in irreparable continuing damages for which there
will be no adequate remedy at law; and, in the event of any breach of such
agreements, the wronged party shall be entitled to the issuance by any court of
competent jurisdiction of an injunction in favor of the wronged party enjoining
such breach or violation of the covenants or agreements contained therein and
such other and further relief, including damages, as may be proper; provided,
that no request for or receipt of any injunction shall be considered an election
of remedy or waiver of any rights or any other remedy the wronged party may have
against the breaching party, either at law or in equity. To the extent that any
provision contained in Sections 6.1, 6.2,
6.3, and/or
6.4 are deemed unenforceable by virtue of their scope, but could be
enforceable by reducing any or all thereof, MDS, ESPRE and ALL LINK LIVE agree
that the same shall be enforced to the fullest extent permissible under the laws
and public policies applied in the jurisdiction in which enforcement is sought.
The parties agree that any period in which a breach of a covenant occurs shall
not count toward the applicable restrictive period of each such
covenant.

     

    6.6           Attorneys'
Fees. In the
event suit is brought by ALL LINK LIVE to enforce any provision of Article VI of this
Agreement, each Party shall be responsible for all reasonable costs and
attorneys' fees incurred by each Party.

     

    ARTICLE
VII.

    TRANSFER

     

    7.1           Transfer
Restricted. This
Agreement, the Licensed Technology, the Licensed Technology Derivative Work, the
Documentation, the Software, and/or the License granted pursuant to this
Agreement (or any interest therein) may not be Transferred without the prior
written approval of the non-transferring party, which approval shall not be
unreasonably or untimely withheld; provided, however, that a Transfer to an
Affiliate shall not require any such approval from the non-transferring party.
All other Transfers without such approval shall constitute a breach hereof and
convey no rights to or interests in any of them.


    


    
      
        
           


        

        
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    7.2           Effect of
Consent to Transfer.
A party's consent to a Transfer of this Agreement, subject to the
restrictions contained herein, shall not constitute a waiver of any claims that
party may otherwise have against the transferor, nor shall it be deemed a waiver
of that party's rights to demand exact compliance with any of the terms or
conditions of this Agreement by the transferee.

     

    ARTICLE
VIII.

    INDEMNIFICATION

     

    8.1           MDS/ESPRE's
Indemnity. MDS
and ESPRE each agree to indemnify and hold ALL LINK LIVE harmless from and
against any legal costs and expenses (including reasonable attorneys' fees and
court costs), as well as monetary damages, incurred by ALL LINK LIVE based upon,
arising out of or in respect of (a) any breach by MDS or ESPRE of the terms and
conditions of this Agreement, (b) any third-party claim asserting that the
License granted by MDS to ALL LINK LIVE hereunder is invalid or unenforceable;
(c) any third-party claim arising as a result of any breach by MDS or ESPRE of
its representations and/or warranties set forth herein; and/or (d) any
third-party claim asserting that ALL LINK LIVE'S use of the Licensed Technology
(excluding Licensed Technology Derivative Work) infringes upon the copyrights,
trade secrets, trademark rights, and/or any other intellectual property rights
owned by any third party. ALL LINK LIVE shall provide MDS prompt written notice
of the assertion of any such claim. MDS and ESPRE shall be relieved of such
indemnity obligation if ALL LINK LIVE fails to provide MDS with reasonable
cooperation and assistance (consistent with ALL LINK LIVE'S confidentiality
obligations and preservation of attorney-client, work product and other such
privileges) with respect to such claim; or fails to offer MDS the right to
select counsel and to control the defense and/or settlement of any such claim.
If MDS elects to control the defense and/or settlement of any such claim, ALL
LINK LIVE shall have the right to participate in any such action or proceeding
at its own expense with counsel of its own choosing. ALL LINK LIVE covenants
that it shall not agree to the settlement of any such claim, action or
proceeding without MDS's prior written consent (which consent shall not be
unreasonably withheld or delayed). THIS SECTION 8.1 STATES
MDS'S AND ESPRE'S ENTIRE OBLIGATION AND LIABILITY TO ALL LINK LIVE WITH RESPECT
TO ANY CLAIM REGARDING ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF THE
INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

     

    8.2           ALL LINK
LIVE'S Indemnity.
Except to the extent that MDS is responsible for a claim under Section 8.1 above,
ALL LINK LIVE shall indemnify and hold MDS and ESPRE harmless from and against
any legal costs and expenses (including reasonable attorneys' fees and court
costs), as well as monetary damages, incurred by MDS and ESPRE based upon,
arising out of or in respect of (a) any breach by ALL LINK LIVE of the terms and
conditions of this Agreement and (b) any third-party claim asserting that ALL
LINK LIVE'S use of the Licensed Technology for its Business, the Documentation,
the Licensed Technology Derivative Work, and/or the Software infringes upon the
patents, copyrights, trade secrets, trademark and/or any other intellectual
property rights owned by any third party. MDS shall provide ALL LINK LIVE prompt
written notice of the assertion of any such claim. ALL LINK LIVE shall be
relieved of such indemnity obligation if MDS fails to provide ALL LINK LIVE with
reasonable cooperation and assistance (consistent with MDS's confidentiality
obligations and preservation of attorney-client, work product and other such
privileges) with respect to such claim; or fails to offer ALL LINK LIVE the
right to select counsel and to control the defense and/or settlement of any such
claim. If ALL LINK LIVE elects to control the defense and/or settlement of any
such claim, MDS shall have the right to participate in any such action or
proceeding at its own expense with counsel of its own choosing. MDS covenants
that it shall not agree to the settlement of any such claim, action or
proceeding without ALL LINK LIVE'S prior written consent (which consent shall
not be unreasonably withheld or delayed). Except as set forth in this Section 8.2. ALL LINK
LIVE shall have no obligation to indemnify or hold MDS harmless with respect to
any claim of infringement of the intellectual property rights of any third
party. THIS SECTION
8.2 STATES ALL LINK LIVE'S ENTIRE OBLIGATION AND LIABILITY TO MDS WITH
RESPECT TO ANY CLAIM REGARDING ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF THE
INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

    


    
      
        
           


        

        
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    8.3 Third-Party
Claims. In the
event that any third party claims that either party's use of the Licensed
Technology, the Documentation, the Licensed Technology Derivative Work or the
Software infringes upon any patent, copyright, trade secret, trademark, and/or
any other intellectual property right of such third party, each party shall
reasonably cooperate and consult with the other party in a manner consistent
with such party's confidentiality obligation and preservation of
attorney-client, work product and other privileges, regarding the other party's
review of such claim and/or efforts to resolve such matter. It is understood
that each party's obligations under this section are in addition to, and neither
expand or limit, either party's respective indemnity obligations set forth in
Section 8.1 and
Section 8.2
above, as the case may be.

     

    ARTICLE
LX.

    ADDITIONAL
PROVISIONS

     

    9.1           Independent
Contractor. This
Agreement does not constitute any party as the partner, joint venturer,
employee, agent or legal representative of the other party for any purpose
whatsoever. MDS and ESPRE have been granted any right nor authority to assume or
create any obligation or responsibility, express or implied, on behalf of or in
the name of ALL LINK LIVE or to bind ALL LINK LIVE in any manner. At all times,
each party, in fulfilling its obligations pursuant to this Agreement, shall be
acting as an independent contractor. Subject to Article VIII each
party hereby indemnifies and agrees to hold the other party harmless from any
liability which may be asserted against the other by any third parties as the
result of any act or failure to act by the first party in connection with its
duties and obligations hereunder.

     

    9.2           Notices. All notices or
correspondence required hereunder shall be deemed given if made in writing and
delivered personally, sent by telefacsimile or comparable electronic system,
sent by registered mail or certified mail, return receipt requested, or sent by
national courier, to the parties at the following addresses, or at such other
addresses as shall be specified by like notice:

    


    
      
        
           


        

        
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                  If
      to MDS:

                	
                  MDS
      Solutions, Inc.

                
	 
      	
                  1701
      Legacy Drive, Suite 2000

                
	 
      	
                  Frisco,
      Texas 75034

                
	 
      	
                  Attn:
      Michael D. Shell, President and CEO

                
	 
      	
                  Fax:
      (214) 618-9001

                
	 
      	
                  E-mail:
      mike.shell@mediadistributionsolutions.com

                
	 
      	 
      
	 
      	 
      
	
                  If
      to ALL LINK LIVE:

                	
                  ALL
      LINK LIVE, INC.

                
	 
      	
                  2
      West Rd.

                
	 
      	
                  South
      Salem, NY 15901

                
	 
      	
                  Attn:
      Chris Wilson

                
	 
      	
                  Fax:
      (914) 763-8359

                
	 
      	
                  E-mail:
      DRWILSON99@aol.com

                
	 
      	 
      
	 
      	 
      
	
                  If
      to ESPRE SOLUTIONS, INC.

                	
                  ESPRE
      SOLUTIONS, INC.

                
	 
      	
                  5700
      West Piano Parkway, Suite 2600

                
	 
      	
                  Piano,
      Texas 75093

                
	 
      	
                  Attn:
      Pete Ianace, President and CEO

                
	 
      	
                  Fax:
      (214) 254-3709

                
	 
      	
                  E-mail:
      pete@espresolutions.com

                


        

      

    

     

    Any
notice given by personal delivery or telefacsimile or comparable electronic
system shall be effective one (1) Business Day after such delivery or
transmission. Any notice given by mail shall be effective three (3) Business
Days after deposit in the mail. Any notice given by national courier shall be
effective upon the Business Day after the specific delivery time
requested.

     

    9.3           Force
Majeure. Subject
only to either party's right to terminate this Agreement as provided herein, no
party's failure to perform shall be deemed to be a breach or default under this
Agreement or shall give rise to liability to any other party, where such failure
is attributable to fire, flood, strike, accident, explosion, riot, rebellion,
war or other civil disorder, interruption or delay in transportation, shortage
of raw materials, prohibition or restriction on import or export, acts of God or
government (including, without limitation, laws, regulations and restrictions of
all kinds), or any other causes or contingencies of any character (other than
lack of funds) beyond the reasonable control of the party whose performance is
prevented or hindered thereby. The term of this Agreement shall be extended for
the period equal to the length of time that a party's failure to perform has
been caused solely by a force majeure.

     

    9.4           Entire
Agreement; Modifications. This Agreement constitutes
the entire agreement and understanding of the parties with respect to the
subject matter hereof and supersedes all prior proposals, negotiations,
communications, representations, written or oral agreements and understandings
between the parties with respect to the subject matter hereof. No current or
former employee, officer, and/or stockholder of MDS or ESPRE has any other
agreement or arrangement with ALL LINK LIVE. Notwithstanding the foregoing
sentence, the representations, warranties, covenants, terms, conditions,
provisions, obligations, rights, and/or responsibilities of the parties hereto.
No modification of any term or provision of this Agreement shall be enforceable
unless embodied in writing executed by all parties to this
Agreement.

    


    
      
        
           


        

        
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    9.5           Severability. Subject to the provisions of
Section 6.5, in
the event that any one or more of the provisions contained in this Agreement or
any application thereof shall be invalid, illegal or unenforceable in any
respect, the validity, legality or enforceability of the remaining provisions of
this Agreement and any other application thereof shall not in any way be
affected or impaired thereby; provided, however, that to the extent permitted by
applicable law, any invalid, illegal or unenforceable provision may be
considered for the purpose of determining the intent of the parties in
connection with the other provisions of this Agreement, and such latter
provision as determined to be valid, legal or enforceable shall bind the parties
hereto.

     

    9.6           Waivers. The waiver by any party
hereto of any of its rights or breaches of the other parties under this
Agreement in a particular instance shall not be construed as a waiver of the
same or different rights or breaches in subsequent instances. All remedies,
rights, undertakings and obligations hereunder shall be cumulative, and none
shall operate as a limitation of any other remedy, right, undertaking or
obligation thereof.

     

    9.7           Successors
and Assigns. The
provisions of this Agreement shall be binding upon and shall inure to the
benefit of the parties and their respective permitted successors and
assigns.

     

    9.8           Governing
Law; Severability; Venue; Fees. This Agreement shall be
governed by and construed in accordance with, the laws of the State of Texas.
Any legal action brought to enforce or construe this Agreement shall be brought
in the courts located in Collin County, Texas, and the parties hereby agree to
the jurisdiction of such courts and agree that they will not invoke the doctrine
of forum non conveniens
or other similar defenses. Except with regard to Article VI, which is
governed by Section
6.7. in the event of a dispute under the terms, provisions, covenants or
duties contained in this Agreement, the resolution of which requires any
litigation in any court, the prevailing party shall be entitled to its or their,
as the case may be, costs, including, without limitation, reasonable attorneys'
fees.

     

    9.9           Headings. The section headings
contained in this Agreement are for reference only and shall not be considered
as substantial parts of this Agreement. The use of the singular or plural form
in this Agreement shall include the other form; and the use of the masculine,
feminine or neuter gender shall include the other gender.

     

    9.10         Terms and
Words. All terms
and words used in this Agreement, regardless of numbers and genders in which
they are used, shall be deemed to include singular or plural and all genders as
the context or sense of this Agreement or any section or clause herein may
require.

     

    9.11         Taxes and
Duties. ALL LINK
LIVE shall pay any and all taxes and duties, arising under this Agreement, with
the exception of income taxes applicable to MDS or ESPRE.

     

    9.12         Expenses. Except as otherwise set
forth herein, each party shall be solely responsible for all expenses incurred
by it in its performance of this Agreement.

     

    9.13         Counterparts;
Facsimile Signatures.
This Agreement may be executed in counterparts, all of which together
shall constitute an agreement binding on all the parties hereto, notwithstanding
that all such parties are not signatories to the original or the same
counterpart.

    


    
      
        
           


        

        
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    The
parties hereto shall become bound only upon affixing all parties' signature
hereto. Facsimile signatures of the parties hereto shall be
binding.

     

    9.14         Recitals. The recitals first set forth
above are incorporated in this Agreement as if they had been fully set forth
herein.

     

    9.15         Mutual
Drafting. The
parties have participated jointly in the negotiation and drafting of this
Agreement. In the event of an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties
and no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of authorship of the provisions of this Agreement.

     

    IN WITNESS WHEREOF, each of
the parties hereto has caused this Intellectual Property License Agreement to be
executed and delivered by its duly authorized officers on the day and year first
above written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 
      	
                                            MEDIA
      DISTRIBUTION SOLUTIONS, LLC

                                          	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                            By:

                                          	/s/
      Michael D. Shell	 
	 
      	
                                            Title:

                                          	
                                            President
      and CEO

                                          	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                            ALL
      LINK LIVE, INC.

                                          	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                            By:

                                          	/s/
      Illegible	 
	 
      	
                                            Title:

                                          	
                                            President

                                          	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                            ESPRE
      SOLUTIONS, INC.

                                          	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                                            By:

                                          	/s/
      Peter Ianace	 
	 
      	
                                            Title:

                                          	
                                            CEO

                                          	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
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    EXHIBIT
A

     

     

    16