Filed by Automated Filing Services Inc. (604) 609-0244 - Magenta Media (US) Inc. - Exhibit 10.20






EXHIBIT 10.20 

THIS AGREEMENT is made the 1st day of July 2005

BETWEEN:

(1) Azuracle Limited registered in England under company number
(03836824) whose registered office is at 27 New Bond Street London W1S
2RH (‘Azuracle’); and
(2) Magenta New Media Limited a company registered in
England under company number (05047518) whose registered office is at 27
New Bond Street London W1S 2RH (‘Customer’).

WHEREAS:

(A) The Customer’s business is to provide an Hotel Guest
In-Room Entertainment Service
(B) Azuracle has, in consideration of clause 4
of this agreement agreed to enter into this agreement to provide administrative,
legal, financial, marketing and sales support and advice to the Customer
on the terms set out below 

NOW IT IS AGREED as follows:

1 Definitions and interpretation 
1.1 In this
agreement unless the context otherwise requires:

	‘business day’ 	
      means a day, other than a Saturday or Sunday, on which
      banks are open for ordinary banking business in London; 

	  	
	‘the Effective Date’ 	
      means 1stJuly 2005; 

	 	
       

	‘party’ or ‘parties’ 	
      references to ‘party’ or ‘parties’ shall be construed as
      references to a party or parties to this agreement; 

	  	
	‘the Services’ 	
      means the services to be performed by Azuracle for the
      Customer upon the terms of this agreement, a detailed description of which
      is set out in the appendix hereto as amended from time to time; 

	  	
	‘value added tax’ and ‘VAT’ 	
      mean value added tax as provided for in the Value Added
      Tax Act 1994 and legislation supplemental thereto or replacing, modifying
      or consolidating it. 



1.2 References to, or to any provision of, any treaty,
legislation, statute, directive, regulation, judgment, decision, decree, order,
instrument, byelaw, or any other law of, or having effect in, any jurisdiction
(‘Laws’) shall be construed also as references to all other Laws made under the
Law referred to, and to all such Laws as amended, re-enacted, consolidated or
replaced or as their application is modified by other Laws from time to time,
and whether before or after the date of this agreement.
1.3 References to
‘this agreement’ or to any other agreement or document referred to in this
agreement mean this agreement or such other agreement or document as amended,
varied, supplemented, modified or novated from time to time, and include the
schedules and appendices.
1.4 References to the singular shall include the
plural and vice versa and references to the masculine, the feminine and the
neuter shall include each other such gender.
1.5 References to ‘parties’ are
references to the parties to this agreement, and references to a ‘person’
include any individual, company, body corporate, corporation sole or aggregate,
government, state or agency of a state, firm, partnership, joint venture,
association, organisation or trust (in each case, whether or not having separate
legal personality and irrespective of the jurisdiction in or under the law of
which it was incorporated or exists) and a reference to any of them shall
include a reference to the others.
1.6 References to clauses and the appendix
are to clauses of and the appendix to this agreement. References to this
agreement include the appendix.
1.7 The headings are inserted for convenience
only and shall not affect the construction of this agreement.

2 Duration
Subject as provided in clause 9, this
agreement shall commence on the Effective Date and continue unless and until
terminated by either party giving to the other not less than one (1) month’s
notice in writing. 




3 Provision of the Services
Azuracle shall provide
the services to the Customer at the times and at the places, in the
manner and in accordance with the terms set out in the appendix.

4 Charges
4.1 The Customer shall pay charges for the
Services in the amounts and at the times set out in the appendix. 
4.2 All
amounts expressed as payable pursuant to this agreement are exclusive of any
applicable VAT which, where applicable, shall be payable by the relevant party
in addition to the amount in question on production to it of a valid VAT
invoice.
4.3 All sums payable by either party under this agreement shall be
paid free and clear of all withholdings, set-offs or counterclaims whatsoever,
except any deduction or withholding which may be required by law

5 Independent contractor
In performing the services
in carrying out its obligations under this agreement, Azuracle shall act as an
independent contractor and not the agent of the Customer, and neither Azuracle
nor any of its directors, employees or agents shall have any authority to
negotiate or enter into contracts on behalf of or otherwise to bind the Customer
except where authorised expressly in writing).

6 Standard of work
In performing the Services
Azuracle shall use reasonable care and skill, comply with the terms set out in
the appendix and with generally accepted standards of good practice. The said
obligations shall replace all conditions and warranties which would otherwise be
implied herein by statute, common law or otherwise (including, without limit,
the Supply of Goods and Services Act 1982) all of which are hereby expressly
excluded.

7 Limitation of liability1 
7.1 In
respect of those of the Services which are of a managerial or advisory nature
(as identified in the appendix) Azuracle shall not be liable to the Customer
for any loss suffered or liability incurred by the Customer arising out of
any act, omission or error of judgment (whether or not negligent) which may be
committed by Azuracle or by any of its employees, agents or subcontractors in
the course of the provision of those of the Services except where such loss or
liability arises from the negligence, dishonesty or wilful default of Azuracle
or of any of such employees, agents or subcontractors.
7.3 Nothing in this
clause 7 or elsewhere in this agreement shall exclude, restrict or limit the
liability of either party for death or personal injury caused by that party’s
negligence or for fraud.

8 Force majeure 
8.1 If and to the extent that the
provision of the Services is prevented or delayed by force majeure (as defined
by clause 8.2 below), Azuracle shall promptly notify the Customer
specifying the nature, extent, effect and the likely duration of the
circumstances constituting the force majeure, and Azuracle shall then be
relieved of any liability for failure to perform or for delay in performing the
Services but shall nevertheless use all reasonable endeavours to minimise the
effect of the force majeure on its performance of its obligations and to resume
full performance of them and shall make such alternative arrangements for doing
so as may be practicable without incurring material additional expense PROVIDED
that if as a result of the force majeure the Services are not supplied for more
than [6] months, the Customer may terminate this agreement
forthwith by notice to Azuracle. Such a termination notice shall be irrevocable,
except with the consent of both parties.
8.2 For the purposes of this clause
8, ‘force majeure’ means any circumstances not foreseeable at the date of this
agreement and not within the reasonable control of Azuracle

9 Termination
9.1 Either party may terminate this
agreement forthwith by notice to the other if the other shall have committed a
material breach of this agreement which is incapable of remedy or (if so
capable) is not remedied within 30 days of the party committing the breach
having been served with notice by the other party, specifying the breach and
requiring its remedy 

9.2 Upon termination any rights or obligations to which either
of the parties may be entitled or be subject before such termination shall
remain in full force and effect 




10 General
10.1 Azuracle may subcontract any of its
obligations under this agreement. This agreement shall be binding upon the
parties and their successors and permitted assigns but neither of the parties
may assign any of their respective rights and obligations under this agreement
without the prior written consent of the other 
10.2 No exercise or failure
to exercise or delay in exercising any right, power or remedy vested in either
party shall constitute a waiver by that party of that or any other right, power
or remedy.
10.3 Nothing in this agreement shall be deemed to constitute a
partnership between the parties nor constitute either party the agent of the
other or otherwise entitle either party to have authority to bind the other
party for any purpose.
10.4 This agreement, together with any documents
referred to in it, constitutes the entire agreement between the parties in
relation to its subject matter and supersedes and extinguishes any prior
agreements and understandings whether oral or written with respect to it. Each
party acknowledges that it has not been induced to enter into this agreement by
any representation or warranty other than those contained in this agreement and,
having negotiated and freely entered into this agreement, agrees that it shall
have no remedy in respect of any other such representation or warranty except in
the case of fraud. Each party acknowledges that its legal advisers have
explained to it the effect of this clause
10.5. No variation of this
agreement shall be effective unless reduced to writing and signed by or on
behalf of a duly authorised representative of each of the parties.
10.6 In
the event that any term, condition or provision of this agreement is held to be
a violation of any applicable law statute or regulation the same shall be deemed
to be deleted from this agreement and shall be of no force and effect and this
agreement shall remain in full force and effect as if such term, condition or
provision had not originally been contained in this agreement. Notwithstanding
the foregoing, in the event of any such deletion the parties agree to negotiate
in good faith in order to agree the terms of a mutually acceptable and
satisfactorily alternative provision in place of the provision so
deleted.
10.7 If any party to this agreement defaults in the payment when due
of any sum payable by it under this agreement, its liability shall be increased
to include interest on such sum from the due date until the date of actual
payment (both before and after judgment) at that annual rate which is 8 percent
above the base rate of (Bank of England) from time to time in effect
during such period, and compounded daily.
10.8 No person who is not a party
to this agreement shall have any rights under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this agreement.

11 Notices 
11.1 Any notice (which term shall in this
clause include any other communication) to be given under this agreement by
either party to the other shall be in writing in the English language.
11.2
Any such notice shall be addressed as provided in clause 11.3 and may be:

	 	11.2.1 	
      personally delivered, in which case it shall be deemed to
      have been given upon delivery at the relevant address if it is delivered
      not later than 17.00 hours on a business day, or, if it is delivered later
      than 17.00 hours on a business day or at any time on a day which is not a
      business day, at 08.00 hours on the next business day; or

	 	 	 
	 	11.2.2 	
      if within the United Kingdom, sent by first class
      pre-paid post, in which case it shall be deemed to have been given 2
      business days after the date of posting; or

	 	 	 
	 	11.2.3 	
      sent by fax, in which case it shall be deemed to have
      been given when despatched, subject to confirmation of uninterrupted
      transmission by a transmission report provided that any notice despatched
      by fax after 17.00 hours on any business day or at any time on a day which
      is not a business day shall be deemed to have been given at 08.00 on the
      next business day; or

	 	 	 
	 	11.2.4 	
      sent by electronic mail, in which case, it shall be
      deemed to be given when received but subject to the same provisions
      regarding receipt after 17.00 hours as apply to notices sent by
  fax.



11.3 The addresses and other details of the parties referred to
in clause 11.2 are, subject to clause 11.4:

	 	Azuracle 	Name: Blue Khiroya 
	 	  	Address: Suite 5.15, 130 Shaftesbury
      Ave, 
	 	  	London, W1D 5EU 
	 	  	Fax: 020 7031 1199 
	 	  	Email: info@azuracle.com








	 	Customer 	Name: Nathan Amery 
	 	  	Address: Suite 5.15, 130 Shaftesbury
      Ave, 
	 	  	London, W1D 5EU 
	 	  	Fax number: 020 7031 1199 
	 	  	Email address:
      nathan.amery@magentamedia.net 


11.4 Either party may notify the other party of any change to
the address or any of the other details specified in clause 11.3, provided that
such notification shall only be effective on the date specified in such notice
or 5 business days after the notice is given, whichever is later

12 Law and jurisdiction 
12.1 This agreement shall be
governed by, and construed in all respects in accordance with, English law.

	Signed on behalf of Azuracle: 	/s/ 	Ulrik Debo 	  
	  	  	                                                                                               	Date July 11th, 2005 
	  	  	  	  
	  	  	  	  
	Signed on behalf of Customer: 	/s/ 	Nathan Amery 	  
	  	  	                                                                                               	Date July 11th, 2005







APPENDIX 

THE SERVICES 


	Rent: Use of office space, desk, chair, etc 
Telephone:
      Line rental, handset, etc 
Internet: connection, bandwidth, etc 
	


To be charged as it
      arises 
	Legal: Registered office, Company Secretary, Statutory
      Filing 
	
To be charged as it arises
  
	Finance: Book-keeping, Management Accounts, Statutory
      Accounts 
	
To be charged as it arises
  
	Marketing and Sales: Advice and Support 
	
To be charged as it arises
  
	
Stationery: Basic and Common needs 	
To be charged as it arises 
	
Meeting room: Use of Outlander Management Ltd’s meeting room 	
To be charged as it arises 
	
IT Service Charges 	
To be charged as it arises 
	
TOTAL 	




The aforementioned services are the monthly standard
charges.

The following will be charged over and above, as and when used
by the Customer 

	Stationery: unusual and / or expensive items: exact cost will be
  recharged
  
	Couriers: as and when used: exact cost will be recharged
  
	Telephone calls: itemised calls: exact cost will be recharged
  
	Meeting room: cost of MLS rooms: exact cost will be recharged
  
	Misc: should anything else arise, this will be discussed individually,
  and invoiced under mutual agreement 


OM will invoice the Customer monthly for services provided
during the previous month, adding VAT if appropriate. 

Payment shall be due on receipt of invoice, and be made no
later than 7 days of date of invoice. 

The invoice will be sent by way of any method mentioned in
Clause 11.