Filed by Automated Filing Services Inc. (604) 609-0244 - Magenta Media (US) Inc. - Exhibit 10.13






EXHIBIT 10.13 

DATED 31 March 2003

 

THE TV EXTENSION PLATFORM TECHNOLOGY PARTNERSHIP LLP 

 

- and - 

 

TVG TV EXTENSION LIMITED

 

AGENCY EXPLOITATION AGREEMENT

 for the commercial exploitation

 of the TV Extension Platform Technology 




THIS AGENCY AGREEMENT is made
the 31st day of March 2003 

B E T W E E N :

	(1) 	
      Paul T. Carter (“PTC”), Administrator of the TV Extension
      Platform Technology Partnership LLP (“The Partnership”) (a limited
      liability partnership registered in England and Wales with registered
      number OC303547) whose registered office is situated at 1 Berkeley Street,
      London W1J 8DJ, as authorized signatory for and on behalf of the
      partnership; and

	 	 
	(2) 	
      TVG TV Extension Limited (a limited company registered in
      England and Wales with company number 04540795) whose registered office is
      situate at 6-7 Princess Court, Wapping Lane, London E1W 2DA ("the
      agent").



WHEREAS 

	(A) 	
      PTC is Administrator of the Partnership (as that term is
      defined below) and PTC wishes the Agent to carry out the Duties (as that
      term is defined below) on the terms and subject to the conditions set out
      in this Agreement.



IT IS AGREED as follows: 

	1. 	DEFINITIONS AND INTERPRETATION
  


In this Agreement the following words
and expressions will have the following meanings: 

	 	“Accounts” 	The audited accounts of the Partnership in
      respect of each Period; 
	 	  	
	 	“Acquisition Agreement” 	means the agreement in the form attached as
      schedule 3;
	 	  
	 	“Business Day” 	any day other than a Saturday or Sunday or
      statutory Bank Holiday; 
	 	  	
	 	“Duties” 	duties of the Agent in relation to the
      commercial exploitation of the Products as set out in the Schedule 1 to
      this Agreement;
	 	  	 
	 	“Exploitation Forecast” 	the forecasts of income and expenditure for the
      exploitation set out in Schedule 2 to this Agreement; 
	 	 







	 	“Minimum” 	eighty (80) per cent of the LIBOR rate in
      existence at the date of the transfer of the Products pursuant to the
      Acquisition Agreement; 
	 	  	
	 	“Partnership Agreement” 	The limited Liability Partnership Deed made
      between PTC and others and dated 11/12/2002; 
	 	  	
	 	“Partnership” 	The TV Extension Platform Technology
      Partnership LLP constituted by the Partnership Agreement; 
	 	  	
	 	“Payment” 	A sum equivalent to 20% (Twenty per cent) of
      the Net Profit of the Partnership over the Minimum in respect of each
      Period by reference to the Accounts;
	 	  	 
	 	“Period” 	Each accounting period of the Partnership, the
      first of which will be the period ending 5 April 2003 and thereafter each
      successive period of twelve (12) calendar months. 
	 	  	  
	 	“Products” 	The intellectual property rights to the
      technology and software for the TV Extension Platform Technology
      Partnership LLP listed in Schedule 1 of the Acquisition Agreement.
	 	  	
	 	“Turnover” 	the gross income (exclusive of VAT) from the
      Exploitation of the Products. 



	2. 	DUTIES OF THE AGENT 


The agent will commercially exploit the
Products and will: 

	 	(i) 	
      carry out its Duties and use its best endeavours to
      achieve an exploitation result in accordance with the Exploitation
      Forecast.

	 	 	 
	 	(ii) 	
      accept and carry out work and services related to the
      exploitation in accordance with instructions and direction given by
      PTC.

	 	 	 
	 	(iii) 	
      participate in at least one monthly management meeting
      with PTC and report the exploitation results for the month in a format
      directed by PTC








	 	(iv) 	
      participate as may from time to time be required in any
      other meeting with any member of the Partnership.

	 	 	 
	 	(v) 	
      accept the directors and requests from PTC and carry out
      work resulting from the directions and requests in a proper
  manner.




	3. 	PAYMENT TO THE AGENT




	3.1 	
      In consideration of the Agent carrying out the Duties and
      giving the warranty in clause 4, PTC (on behalf of the Partnership) agrees
      that the Agent shall be entitled to the Payment.

	 	 
	3.2 	
      The Payment shall be made to the Agent within fourteen
      (14) Business Days of the finalisation of the Accounts of the Partnership
      in respect of each Period.

	 	 
	3.3 	
      A Certificate in writing signed by PTC stating the total
      amount due by PTC to the Agent shall in the absence of manifest error be
      conclusive evidence thereof.




	4. 	WARRANTY 



	 	(i) 	
      The Agent hereby confirms that the Exploitation Forecast
      is reasonable and expresses the Agent’s current expectations of Turnover
      and Costs as a result of the Exploitation of the Products.

	 	 	 
	 	(ii) 	
      The Agent warrants to PTC that the Turnover of the
      Partnership in any Period as a result of the Agent carrying out the Duties
      shall not be less than the Minimum.




	5. 	INDEMNITY 


The Agent agrees to indemnify and keep
indemnified PTC (as trustee for the Partnership) from and against any and all
losses, costs, damages, claims, demands, expenses and liabilities incurred or
suffered (together with legal fees and costs incurred thereon) by PTC as a
result of any breach by the Agent or its agents, employees, licensees or
customers pursuant to the terms of this Agreement provided that such liability
has not been incurred by the Agent through any default by PTC. 

	6. 	ASSIGNMENT 


Each party shall be entitled to assign
or otherwise transfer all or any of its rights or obligations under this
Agreement only with the written consent of the other party. 





	7. 	TERMINATION 



	 	(i) 	
      This Agreement shall terminate in the event of either of
      the parties giving to the other not less than thirty (30) Business Days
      notice in writing at any time after the third anniversary of this
      Agreement.

	 	 	 
	 	(ii) 	
      In the event of termination for whatever reason the Agent
      shall forthwith pass to PTC all documents, samples and publicity
      promotional and advertising material in its possession that it is in any
      way involved with PTC or the Partnership.

	 	 	 
	 	(iii) 	
      Termination for whatever reason shall not affect the
      right of the Agent to receive monies referred to in clause 3 where such
      monies have been earned prior to the date of termination.

	 	 	 
	 	(iv) 	
      The Agent agrees that it shall not be entitled to any
      compensation in the event of this Agreement being terminated for whatever
      reason.




	8. 	ENTIRE AGREEMENT 


The parties acknowledge that this
Agreement constitutes the whole agreement between the parties and shall
supersede any prior agreements between the parties whether written or oral and
that any such prior agreements are cancelled as at the date hereof. 

	9. 	NO PARTNERSHIP 


The parties confirm that they are not
partners or joint venturers. 

	10. 	LAW 


The parties agree that this Agreement
shall be governed by English law and each party hereby agrees to submit to the
non-exclusive jurisdiction of the Courts of England.

	11. 	WAIVER 


Failure by either party to enforce at
any time or for any period any one or any more of the terms and conditions of
this Agreement shall not be a waiver of it or them or of the right at any time
subsequently to enforce all terms and conditions of this Agreement. 

	12. 	FORCE MAJEURE 


Each party will be released from its
respective obligations in the event of national emergency, war, prohibitive
government regulations or if any other cause beyond the reasonable control of
the parties renders the performance of this Agreement impossible provided that
this clause shall have effect only at the discretion of PTC except where such
event renders performance impossible for a continuous period of twelve calendar
months. 





	13. 	SEVERANCE 


In the event that any provision of this
Agreement is declared by any judicial or other competent authority to be
voidable, illegal or otherwise unenforceable the parties shall amend that
provision in such reasonable manner as achieves the intention of the parties
without illegality or at the discretion of PTC it may be severed from the
Agreement. 

	14. 	NOTICES 



	14.1 	
      Any notice shall be in writing and signed by or on behalf
      of the person giving it. Except in the case of personal service, any
      notice shall be sent or delivered to the party to be served at the
      registered office of the party in question. Any alteration of address
      shall, to have effect, be notified to the other party in accordance with
      this clause.

	 	 	 
	14.2 	
      Service of a notice must be effected by one of the
      following methods:

	 	 	 
		14.2.1 	
      personally and shall be treated as served at the time of
      such notice;

	 	 	 
		14.2.2 	
      by prepaid first class post (or by air mail from one
      country to another) and shall be treated as served on the second (or if by
      air mail the fourth) Business Day after the date of posting. In providing
      this it shall be sufficient to prove that the envelope containing the
      notice was correctly addressed postage paid and posted;

	 	 	 
		
      or

	 	 	 
		14.2.3 	
      by delivery of the notice through the letterbox of the
      party to be served and shall be treated as served on the first Business
      Day after the date of such delivery.



IN WITNESS whereof the parties have executed this
instrument as a deed and have delivered it upon dating it. 




SCHEDULE 1 

The Agent’s Duties 

The Agent will be responsible to the Partnership for the
commercial exploitation of the Products. PTC, as Administrator, will manage the
Agent to ensure that it is maximising the commerciality of the Products, and is
using its best endeavours to ensure that the Exploitation Forecast is achieved.
The Partnership’s trade is the commercial exploitation of the Products and the
Agent is acting as appointed agent to carry on this trade. The agent will
commercially exploit the Products and its duties will include, but are not
restricted to, the following: 

	(i) 	
      carrying out its Duties and using its best endeavours to
      achieve an exploitation result in accordance with the Exploitation
      Forecast;

	 	 
	(ii) 	
      accepting and carrying out work and services related to
      the exploitation in accordance with instructions and directions given by
      PTC;

	 	 
	(iii) 	
      participating in at least one monthly management meeting
      with PTC and reporting the exploitation results for the month in a format
      directed by PTC;

	 	 
	(iv) 	
      participating as may from time to time be required in any
      other meeting with any member of the Partnership;

	 	 
	(v) 	
      accepting the directions and requests from PTC and
      carrying out work resulting from the directions and requests in a proper
      manner;

	 	 
	(vi) 	
      providing to PTC, for circulation to the members of the
      Partnership, quarterly reviews of the public reactions to the Products and
      a financial comparison between actual performance and results against
      those in the Exploitation Forecast;

	 	 
	(vii) 	
      discussing with PTC possible changes to the financial
      assumptions in sufficient time before the end of the financial year to
      enable budgets to be prepared for the following year;

	 	 
	(viii) 	
      being prepared to meet with the members of the
      Partnership at least once a year to update them on the progress of the
      exploitation of the Products;

	 	 
	(ix) 	
      undertaking any other duties or activities relating to
      the Rights which may reasonably be requested by
PTC.







SCHEDULE 2 

Exploitation Forecast 




SCHEDULE 3 

The Acquisition Agreement 





	EXECUTED and DELIVERED as a
      Deed for and on	) 	  	 
	behalf of 	) 	  	 
	TV Extension Platform Technology
      Partnership LLP	)	  	 
	Represented by authorised signatory 	) 	  	 
	  	  	  	 
	Paul T. Carter 	) 	  	 
	  	  	  	 
	Administrator 	) 	/s/ Paul Carter 	 
	  	  	Administrator	 
	  	  	  	 
	  	  	  	 
	EXECUTED and DELIVERED as a
      Deed for and on 	)	  	 
	behalf of 	) 	  	 
	TVG TV Extension Ltd 	) 	  	 
	represented authorised signatories 	) 	/s/ Peter Nellemann 	 
	Peter Nellemann 	) 	Director 	 
	Director and by 	) 	  	 
	  	) 	  	 
	Lars Knudsen 	) 	/s/ Lars Knudsen 	 
	Director 	  	Director