Filed by Automated Filing Services Inc. (604) 609-0244 - Magenta Media (US) Inc. - Exhibit 10.12






EXHIBIT 10.12 

THIS TERMINATION AND RELEASE AGREEMENT dated for
reference the 30th day of June 2006, 

AMONG: 

HBI SALES PRIVATE LIMITED, a
Licensor registered in Asia and having an address at 204A Mittal Towers, 6 M.G.
Road, Bangalore 560 001, India (the “First Licensor”) 

ZACAN HOLDINGS PROPRIETARY
LIMITED a company registered in Australia whose registered office is
situated at level 5, 49 Market Street, Sydney, Australia (the “Second
Licensor”); 

ICT/EUROPETEC LIMITED a company
registered in England and Wales whose registered address is situated at 4
Bedford Row, London, England (the “Third Licensor”); 

MIR TECHNOLOGIES LLC a company
registered in the United States whose registered office is situate at Agents
& Corporations Inc., 1201 Orange Street, Wilmington, Delaware 19801 United
States (the “Fourth Licensor” and collectively with the First Licensor, Second
Licensor and the Third Licensor, the “Licensors”); and 

MAGENTA NEW MEDIA
LTD., a limited company registered in England & Wales
whose business address is at Suite 5.15, 130 Shaftesbury Avenue, London England
(the “Agent”) 

WHEREAS the following terms set out the agreement
between the Licensors and the Agent, in connection with the termination of an
Agency Exploitation Agreement (the “Agency Exploitation Agreement”) between the
Licensors and the Agent dated March 30, 2004 whereby the Licensors provided the
Agent with the right to commercially exploit the intellectual property rights to
the technology and software that relates to the Magenta Technology, including
all future upgrades. 

NOW THEREFORE in consideration of the respective
covenants and agreements of the parties contained herein, the sum of one Pound
Sterling (“GBP”) paid by each party hereto to each of the other parties and
other good and valuable consideration (the receipt and sufficiency of which is
hereby acknowledged by each of the parties hereto), it is agreed as follows:


	1. 	
      Termination of Agency Exploitation
      Agreement. Effective as of the date first written above the Agency
      Exploitation Agreement is hereby terminated, and is null and void and of
      no further force or effect.

	 	 
	2. 	
      No Claims / No Pledge of Claims. The
      parties each warrant, represent, acknowledge and agree to and with each
      other that they have no outstanding claims under the Agency Exploitation
      Agreement or otherwise, against the any of the other parties to this
      Agreement and that none of them has heretofore received, or agreed to, any
      assignment, transfer, lien, security interest, encumbrance or
      hypothecation by pledge to any other person of any of his rights, claims,
      demands, causes of action or damages that are the subject matter of this
      Agreement.

	 	 
	3. 	
      Non-Disclosure of the Terms of this Agreement.
      The parties each agree with the other parties to this Agreement
      that the terms of this Agreement are not to be revealed to anyone except
      for the purposes of obtaining financial or other professional
    advice.








		
      Further, each of the parties agree that they will not
      directly or indirectly make any statements about any of the other parties
      in any manner that could be considered disparaging or negative or directly
      or indirectly make any statements about the terms of this Agreement other
      than to communicate any statement of facts agreed to in writing in advance
      by each and all of the parties.

	 	 
	4. 	
      Return of Property. The Agent will return
      forthwith all property of the Licensors now in his possession, including
      but not limited to all papers, plans, materials, software and any and all
      documents of the Licensors.

	 	 
	5. 	
      Release of Agent and Licensors. In
      consideration of the foregoing the parties hereby release and forever
      discharge each other and their directors, employees, officers and
      representatives, of and from all manner of actions, causes of action,
      suits, debts, accounts, covenants, contracts, claims and demands
      whatsoever, whether or not now known, suspected or claimed, which the
      other party has had, now has or which his legal personal representatives,
      heirs, executors, administrators or assigns or any of them, hereafter can,
      shall or may have against the other party or its directors, employees,
      officers and representatives, by reason of any cause, matter or thing
      whatsoever arising in connection with the Agency Exploitation Agreement
      including, without limitation, the termination of the Agency Exploitation
      Agreement.

	 	 
	6. 	
      No Other Agreements. Each of the parties
      hereto acknowledges and represents to the other that this Agreement is
      executed without reliance upon any agreement, promise, statement or
      representation by or on behalf of any of the other parties hereto except
      as set forth herein, and each of the parties hereto acknowledges that no
      other party hereto nor any agent of such party has made any promises,
      representations or warranties whatsoever, whether expressed or implied,
      which are not contained herein in writing concerning the matters herein
      set forth.

	 	 
	7. 	
      Legal Advice. The Parties acknowledge that
      they have each been requested to obtain independent legal advice with
      respect to the entering into of this Agreement and have been provided with
      sufficient time to obtain such legal advice.

	 	 
	8. 	
      Counterparts. This Agreement may be
      executed in as many counterparts as may be necessary and by facsimile,
      each of such counterparts so executed will be deemed to be an original and
      such counterparts together will constitute one and the same instrument and
      notwithstanding the date of execution will be deemed to bear the date as
      of the day and year first above written.







IN WITNESS WHEREOF the parties have duly executed this
Termination and Release Agreement as of the date first written above. 

	HBI SALES PRIVATE LIMITED 	ZACAN HOLDINGS PROPRIETARY LIMITED
	  	  	 	  
	Per: 	/s/ Peter Hilton 	Per: 	  /s/ Paul Carter 
	  	Authorized Signatory 	 	Authorized Signatory  
	 	 	 
	ICT/EUROPETEC LIMITED 	MIR TECHNOLOGIES LLC 
	 	 
	Per: 	/s/ Paul Carter 	Per: 	 /s/ Timothy Cocker 
	  	Authorized Signatory 	 	Authorized Signatory  
	 	 	 
	MAGENTA NEW MEDIA LTD. 	  	  
	 	 	 
	Per: 	/s/ Nathan Amery 	  	  
	  	Authorized Signatory