Filed by Automated Filing Services Inc. (604) 609-0244 - Magenta Media (US) Inc. - Exhibit 10.1






EXHIBIT 10.1 

DATED 30 March 2004

 

 

HBI SALES PRIVATE LIMITED

(1)

ZACAN HOLDINGS PROPRIETARY LIMITED

(2)

ICT/EUROPETEC LIMITED

(3)

MIR TECHNOLOGIES LLC

(4)

- and - 

 

MAGENTA NEW MEDIA LIMITED 

(5) 

AGENCY EXPLOITATION AGREEMENT 

for the commercial exploitation 

of the New Media Technology 

The New Media Technology Partnership LLP 




THIS AGENCY AGREEMENT is made
the 30th day of March 2004 

B E T W E E N :

	(1) 	
      HBI SALES PRIVATE LIMITED a company registered in
      Asia whose registered office is situate at 204A Mittal Towers, 6 M.G.
      Road, Bangalore 560 001, India ("the First Licensor ");

	 	 
	(2) 	
      ZACAN HOLDINGS PROPRIETARY LIMITED a company
      registered in Australia whose registered office is situate at Level 5, 49
      Market Street, Sydney, New South Wales, Australia ("the Second
      Licensor");

	 	 
	(3) 	
      ICT/EUROPETEC LIMITED a company registered in
      England and Wales whose registered office is situate at 4 Bedford Row,
      London WC1R 4DF ("the Third Licensor");

	 	 
	(4) 	
      MIR TECHNOLOGIES LLC a company registered in the
      United States whose registered office is situate at Agents and
      Corporations Inc., 1201 Orange Street, Suite 600, City of Wilmington, New
      Castle County, Delaware 19801, United States ("the Fourth Licensor")
      and

	 	 
	(5) 	
      MAGENTA NEW MEDIA LIMITED (a limited company
      registered in England and Wales) whose registered office is situated at A1
      Company Services Limited, 788– 790 Finchley Road, London NW11 7TJ (“the
      Agent").



WHEREAS 

RECITALS

	1. 	
      The First Licensor entered into a Licence Agreement with
      First Global Technologies Limited on the 6th day of October
      2003 by which it was granted a licence to use, deal with and generally
      exploit the Rights (but not to sell, lease or otherwise dispose of the
      same) in the Territory defined as Asia.

	 	 
	2. 	
      The Second Licensor entered into a Licence Agreement with
      First Global Technologies Limited on the 6th day of October
      2003 by which it was granted a licence to use, deal with and generally
      exploit the Rights (but not to sell, lease or otherwise dispose of the
      same) in the Territory defined as Australia.








	3. 	
      The Third Licensor entered into a Licence Agreement with
      First Global Technologies Limited on the 6th day of October 2003 by which
      it was granted a licence to use, deal with and generally exploit the
      rights (but not to sell, lease or otherwise dispose of the same) in the
      Territory defined as Europe.

	 	 
	4. 	
      The Fourth Licensor entered into a Licence Agreement with
      First Global Technologies Limited on the 6th day of October 2003 by which
      it was granted a licence to use, deal with and generally exploit the
      Rights (but not to sell, lease or otherwise dispose of the same) in the
      territory defined as USA and Canada.

	 	 
	5. 	
      The First Licensor, the Second Licensor, the Third
      Licensor and the Fourth Licensor have agreed that it would be commercially
      advantageous for each of them to join together in the appointment of one
      agent to exploit the rights granted to each of them under their respective
      License Agreements and have agreed to appoint the Agent upon the terms and
      conditions of this Agreement.

	 	 
	6. 	
      The First Licensor, the Second Licensor, the Third
      Licensor and the Fourth Licensor have agreed that, wherever commercially
      possible or reasonable, they shall act with one voice and provide one set
      of instructions to the Agent but that each shall, where necessary or
      desirable, be able to individually to apply the terms of this Agreement to
      their own Territory and licence agreement.



IT IS AGREED as follows: 

	1. 	
      DEFINITIONS AND INTERPRETATION

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




	 	“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 rights 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; 

	 	 	 
	 	“Licensor” 	
      any one of the First Licensor, the Second Licensor, the
      Third Licensor or the Fourth Licensor; 

	 	 	 
	 	“Minimum” 	
      the sum of £416,000; 

	 	 	 
	 	“The Payment” 	
      20% of the Turnover; 

	 	 	 
	 	“Period” 	
      each calendar month; 

	 	 	 
	 	“Rights” 	
      the intellectual property rights to the technology and
      software for the New Media Technology listed in Schedule 3 including all
      future upgrades; 

	 	 	 
	 	“Territory” 	
      the respective territory or territories defined in each
      licence agreement referred to above; 

	 	 	 
	 	“Turnover” 	
      the gross income (exclusive of VAT) from the Exploitation
      of the Rights. 



Definitions used in this Agreement
shall apply to each Licensor mutatis mutandis 

The New Media Technology Partnership LLP 





	2. 	
      DUTIES OF THE AGENT

	 	 
		
      The agent will commercially exploit the rights 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 the
      Licensors for each of their territories.

	 	 	 
	 	(iii) 	
      participate in at least one monthly management meeting
      with the Licensors or as they may direct and report the exploitation
      results for the month in a format directed by the Licensors or as they may
      direct.

	 	 	 
	 	(iv) 	
      participate as may from time to time be required in any
      other meeting with the Licensors or as they may direct.

	 	 	 
	 	(v) 	
      accept the directors and requests from the Licensors 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, the Licensors jointly agree that the
      Agent shall be entitled to an aggregate sum equal 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 the Licensors stating
      the total amount due 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 Rights.

	 	 	 
		(ii) 	
      The Agent warrants to the Licensors that the aggregate
      Turnover in any Period as a result of the Agent carrying out the Duties
      shall not be less than the Minimum in respect of the first thirty six (36)
      calendar months from the date hereof.

	 	 	 
	5. 	
      INDEMNITY

	 	 	 
		
      The Agent agrees to indemnify and keep indemnified the
      Licensors 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 the Licensors 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



The New Media Technology Partnership LLP 





		
      such liability has not been incurred by the Agent through
      any default by the Licensors.

	 	 	 	 
	6. 	
      NON COMPETITION

	 	 	 	 
		
      For so long as this Agreement is in existence in relation
      to one or more of the Licensors, the Agent undertakes and covenants with
      the First Licensor, the Second Licensor, the Third Licensor and the Fourth
      Licensor individually covenants that it will not during the subsistence of
      this Agreement and for a term of one year after its termination (howsoever
      terminated), deal with, exploit, sell, distribute or otherwise be involved
      or interested in, whether directly or indirectly, any software or
      technology which is similar to or in competition with the
Rights.

	 	 	 	 
	7. 	
      PROPERTY AND CONFIDENTIALITY IN THE
  RIGHTS

	 	 	 	 
		7.1 	
      The Rights contain confidential information of the
      Licensors and all copyright, trademarks and other intellectual property
      rights in the Rights are the exclusive property of the
Licensors.

	 	 	 	 
		7.2 	
      The Agent shall not:

	 	 	 	 
			7.2.1 	
      save as provided or agreed by the Licensors make up
      backup copies of the Rights;

	 	 	 	 
			7.2.2 	
      reverse compile, copy or adapt the whole or any part of
      the Rights;

	 	 	 	 
			7.2.3 	
      assign, transfer, sell, lease, rent, charge or otherwise
      deal in or encumber the Rights or use the Rights on behalf of any third
      party or make available the same to any third party

	 	 	 	 
		7.3 	
      The Agent shall:

	 	 	 	 
			7.3.1 	
      keep confidential the Rights and limit access to the same
      to those of its employees, agents and sub-contractors who either have a
      need to know or who are engaged in the exploitation of the
  Rights;

	 	 	 	 
			7.3.2 	
      maintain an up to date written record of the number of
      copies of the Rights and their location and upon request forthwith produce
      such record to the Company;

	 	 	 	 
			7.3.3 	
      notify the Licensors immediately if the Agent becomes
      aware of any unauthorised use of the whole or any part of the Rights by
      any third party; and

	 	 	 	 
			7.3.4 	
      without prejudice to the foregoing take all such other
      steps as shall from time to time be necessary to protect the confidential
      information and intellectual property rights of the Licensors in the
      Rights.

	 	 	 	 
		7.4 	
      The Agent shall inform all relevant employees, agents and
      sub- contractors that the Rights constitute confidential information of
      the Licensors and that all intellectual property rights therein are the
      property of the Licensors and the Agent shall take all such steps as shall
      be



The New Media Technology Partnership LLP 




necessary to ensure compliance by its
employees, agents and subcontractors with the provision of this clause 7. 

	8. 	
      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) 	
      The Licensors, or any one of the Licensors in respect of
      its own rights or territories, may terminate this Agreement at any time
      upon giving not less than thirty (30) Business Days notice in writing at
      any time.

	 	 	 
		(iii) 	
      This Agreement may be terminated forthwith by either
      party if the other shall convene a meeting of its creditors or if a
      proposal shall be made for voluntary arrangement or a proposal for any
      other composition scheme or arrangements with (or assignment for the
      benefit of) its creditors or if the other shall be unable to pay its debts
      within the meaning of Section 123 of the Insolvency Act 1986 or if a
      Trustee, Receiver or Administrative Receiver or similar officer is
      appointed in respect of all or any part of the business or assets of the
      other or if a petition is presented or a meeting is convened for the
      purpose of considering a resolution or other steps are taken for the
      winding-up of the other or for the making of an administration order
      (otherwise done for the purpose of an amalgamation or
    reconstruction)

	 	 	 
		(iv) 	
      In the event of termination for whatever reason the Agent
      shall forthwith pass to the Licensors all documents, samples and publicity
      promotional and advertising material in its possession or under its
      control and shall forthwith cease to make any representation that it is in
      any way involved with the Licensors.

	 	 	 
		(v) 	
      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.

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

	 	 	 
	9. 	
      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.

	 	 	 
	10. 	
      NO PARTNERSHIP

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

	 	 	 
	11. 	
      FORCE MAJEURE

	 	 	 
		
      If due performance of this Agreement by either party
      hereto is affected in whole or in part by reason of any event, omission,
      accident or other matter beyond the



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      reasonable control of such party, such party shall give
      prompt notice thereof to the other party and shall be under no liability
      for any loss, damage, injury or expense (whether direct or consequential)
      suffered by the other party or parties due to the affected performance.
      Such party shall use all reasonable efforts to avoid or overcome the
      causes affecting performance and shall fulfil all outstanding performance
      as soon as it becomes practicable to do so.

	 	 
	12. 	
      WARRANTIES AND INDEMNITIES

	 	 
	12.1 	
      Each party hereby represents and warrants to the other
      that there are no material agreements, licences or obligations known to it
      what would affect this Agreement other than previously disclosed by it and
      that each had dealt with the other in negotiating this Agreement with good
      faith

	 	 
	12.2 	
      Each party represents and warrants to the other
    that:




	 	(i) 	
      the making and performance of this Agreement are within
      its powers and do not contravene any law or contractual restriction on
      it;

	 	 	 
	 	(ii) 	
      there are no pending or threatened claims, actions or
      proceedings which would be reasonably likely to affect materially and
      adversely the financial condition of the that
party;




	12.3 	
      The parties undertake to each other that each of them
      will indemnify and keep the other indemnified from and against any and all
      losses, costs, claims, demands, actions or liabilities suffered or
      incurred directly or indirectly by the other as a result of the breach by
      that party of any of the warranties referred to above.

	 	 
	13. 	
      NOTICES AND OTHER MATTERS

	 	 
	13.1 	
      Any notice to be given pursuant to the terms of this
      Agreement shall be in writing delivered by hand or by first class mail or
      by facsimile. Any such notice shall be delivered (i) in the case of a
      company registered in England and Wales, to its registered office address
      or to such other address in England as may subsequently be notified by
      notice given pursuant to the terms of this clause, and (ii) in the case of
      an individual, or of an organisation other than a company registered in
      England and Wales, to an address in England notified by notice given
      pursuant to the terms of this clause. Any notice given shall be deemed to
      be given, in the case of a notice delivered by hand, on the Business Day
      following receipt, in the case of a notice delivered by pre-paid first
      class mail from England, three Business Days after posting, and in the
      case of a notice given by facsimile, on the first Business Day following
      transmission. In proving service by mail it shall be sufficient to show
      that the envelope containing the notice was properly addressed, stamped
      and posted.

	 	 
	13.2 	
      No failure or delay on the part of any party to exercise
      any power, right or remedy under this agreement shall operate as a waiver
      thereof nor shall any single or partial exercise by that party of any
      power, right or remedy preclude any other or further exercise of any other
      power, right or remedy. The remedies of each of the parties provided by
      this Agreement are cumulative and are not exclusive of any remedies
      provided by law.

	 	 
	13.3 	
      If any provision of this agreement shall be found by any
      court or administrative body of competent jurisdiction to be invalid or
      unenforceable the invalidity or unenforceability of such provision shall
      not affect the other provisions of this Agreement and all provisions not
      affected by such invalidity or unenforceability



The New Media Technology Partnership LLP 





		
      shall remain in full force and effect. The parties hereby
      agree to attempt to substitute for any invalid or unenforceable provision
      a valid or enforceable provision which achieves to the greatest extent
      possible the economic legal and commercial objectives of the invalid or
      unenforceable provision.

	 	 
	13.4 	
      This agreement shall be governed by and construed in
      accordance with English law and shall be subject to the exclusive
      jurisdiction of the English Courts.

	 	 
	14. 	
      ASSIGNMENT

	 	 
		
      This Agreement shall not be assigned by any party without
      the written consent of the others save that in the case of an assignment
      by one of the Licensors consent shall not be necessary from the other
      Licensors and the Agent shall not be entitled to unreasonably withhold or
      delay its consent.

	 	 
	15. 	
      AGREEMENT MODIFICATION

	 	 
		
      Any agreement to change the terms of this Agreement in
      any way shall be valid only if the change is made in writing and approved
      by mutual agreement of authorised representatives of the parties
      hereto.



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

The New Media Technology Partnership LLP 




SCHEDULE 1 

The Agent’s Duties 

The Agent will commercially exploit the
Rights 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
      the Licensors;

	 	 	 
	 	(iii) 	
      participating in at least one monthly management meeting
      with the Licensors or as they may otherwise direct and reporting the
      exploitation results for the month in a format directed by the
      Licensors;

	 	 	 
	 	(iv) 	
      participating as may from time to time be required in any
      other meeting with the Licensors or as they may otherwise
direct;

	 	 	 
	 	(v) 	
      accepting the directions and requests from the Licensors
      or as they may otherwise direct and carrying out work resulting from the
      directions and requests in a proper manner;

	 	 	 
	 	(vi) 	
      providing quarterly reviews of the public reactions to
      the Rights and a financial comparison between actual performance and
      results against those in the Exploitation forecast;

	 	 	 
	 	(vii) 	
      discussing 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) 	
      undertaking any other duties or activities relating to
      the Rights which may reasonably be requested by the
  Licensors.



The New Media Technology Partnership LLP 




SCHEDULE 2 

Exploitation Forecast 

 

 

The New Media Technology Partnership LLP 




SCHEDULE 3 

The Rights 

INTRODUCTION 

The New Media Technology is owned by First Global Technologies
Limited (“the Company”). The Company has already established reseller agreements
with companies from the USA, Australia, India and Europe to have the package
promoted and distributed to hotels. 

The New Media technology is a new software and hardware package
for hotel’s in-room entertainment systems worldwide. The package allows the
delivery of live Premium Pay TV (PPTV) to hotels, a benefit which would not have
been possible a few years ago because demand was weak while technology and
broadcasting were too expensive. New Media’s package will fill this
technological and broadcasting gap and the Company will become the first
provider of PPTV to hotel customers around the world. 

BACKGROUND 

Currently, the PPTV available as in-room entertainment is
limited because it is offered only through hotels’ videotape libraries or
contained systems. This results in the first hurdle, the low demand for PPTV
from hotel customers, either because it is outdated, too long, too expensive,
untimely, unfriendly, or results in people being wrongly charged (or refusing
charges they have incurred). Hotel managers also have little interest in what is
currently available because of its limited profitability. 

Fortunately from a technological standpoint, hotels’
connectivity is expanding mainly because of customers’ Internet-related needs.
Most hotels have now access to Broadband, ISDN, fibre optics, or CAT, often with
the addition or satellite. This has enabled New Media to create a solution that
overcomes the second hurdle, which is the high cost of PPTV when delivered via
Sky’s satellite service. The solution to bring together (i) IT developers, to
deliver a package for managing multiple technologies and contents; (ii)
exploiters, involved in the hotel trade and will benefit from adding New Media’s
package to theirs; and (iii) hotel chains, who will offer an extended content to
their customers in a profitable manner. 

New Media proposes a process whereby, firstly, it will set
conditional access agreements with broadcasters of Premium Pay TV to have their
content channelled to hotel rooms via the Company’s package. Secondly, New Media
will sell distribution rights to exploiters. Exploiters will take charge of
installing and maintaining systems on hotel premises, and New Media will retain
the responsibility over the administration and redistribution of proceeds among
operators of the supply chain. 

PRODUCTS AND SERVICES 

The Company is the first to have developed a solution enabling
the viewing of live PPTV in hotel rooms. For this reason, there is no
competition in the strictest sense of the term. Moreover, the Company’s
proprietary software and hardware package will not compete with any of those
currently offered to hotels because it has been developed as an addition to
existing systems, and will simply reduce their costs while improving the quality
of their content. In this way, providers which might have been envisaged as
competitors will have a strong incentive in becoming distributors of the system.


The package is offered in two formats: 

	The Budget solution allows hotel guests to view two TV channels on
  their room’s TV and be billed for it when checking out. 


 

The New Media Technology Partnership LLP 




	The Executive Suite solution is a premium service that includes TV
  channels and deluxe in- room entertainment service. A PDA is provided to each
  hotel guest to control the system and to access capabilities not offered by
  current remote controls. The Executive Suite’s current features also include
  Internet, E-Mail, environment control, automated room service, interactive
  booking and advertising, and paging of guests. Features considered for the
  next upgrade are a mobile account profile, E-Commerce, an in-room business
  centre, games, as well as online check-in/out, guest information and account
  access. 


Once installed on a computer, the software enables the hotel to
pick up the signal of participating broadcasters from the transmitter or
satellite, and feeds it into the hotel rooms using the available connectivity
hardware: 

	Hotels with Broadband or ISDN connection will use delayed retransmission.
  The live signal will be fed into the computer but because this connectivity is
  not fast enough and does not allow for proper viewing, it will be store on the
  hard drive and transmitted to rooms 12 hours later. This solution will enable
  accessing PPTV at lower costs for the provider, and lower price for the hotel.

  
	On the other hand, hotels that have more robust connectivity hardware like
  fibre optics or CAT5e will be able to feed the live signal directly into hotel
  rooms, enabling clients to view programs in real time mode. 


MARKETING AND SALES STRATEGY 

The market research has indicated that the hotel sector is
clearly divided into two groups. On the one hand, small independent
establishments show little interest towards in-room entertainment systems.
However, on the other hand, medium and large-size hotels connected into chains
are keen to offer in-room technologies to their customers. Europe counts 4.7
million rooms and almost 200,000 hotels, 25% of which are in the UK alone. In
the UK, there is little market penetration because major providers like ‘On
Command’ prefer to target large hotels, where room prices are high which drives
the prices of in-room entertainment services upwards. In fact, a survey of
British hotels has indicated only two competitors, Granada’s contained system
which is widely disliked because it is unfriendly and not profitable, and
Quadriga’s Genesis system which can be updated via satellite link, offers
features that customers are happy with and enables hotels to make a profit. 

The Company envisages gaining a significant market share as the
New Media technology is and add-on to existing in-room entertainment systems,
and because the Company’s system is complementing rather than competing with
existing ones. 

There are a number of major providers already distributing
systems to at least 2.4million rooms worldwide. Consequently, the Company will
market its package in two ways: 

	
  A push strategy will establish selling and distribution rights to
  exploiters responsible for promoting the package, getting clients to sign
  contracts, installing systems on hotels’ premises and providing maintenance
  and support. Agreements have already been signed with Mir Technologies, Zacan
  Holdings, HBI Sales and ICT/Europetec, and other exploiters are being
  approached. 

  
	
  A pull strategy will also be implemented to raise awareness so that
  customers ask hotels for the system so that hotel managers suggest the system
  to the IT department at the chain’s headquaters. 



 

The New Media Technology Partnership LLP 




REVENUE 

The business model followed by the Company is a combination of
license fees and revenue sharing. The resellers and exploiters obtain a reseller
license from the Company for a one-time fee and an associated revenue-share on
revenues generated from the hotels. 

An example of this would be the Pay-per-view model (or PPV,
a.k.a Box Office), where services are paid for by viewers on the basis of the
number of films viewed and the time of viewing, and the Pay-per-night model (or
PPN), where viewers can buy a channel for the night. Prices currently charged by
other parties for in-room viewing of action movies and adult content range from
₤5.95 to ₤9.95. 

One single income stream will be generated and collected by
resellers and exploiters of which 10% will go to the Company. Looking at the
average viewing pattern of hotels UK hotels, the Company is poised to generate
approximately ₤20,000 per hotel per year in which the New Media technology is
installed. With resellers in Europe, India, Australia and North America the
Company will be on a clear path to reach profitability within the first year of
business. 

With only a handful of players operating in this market, the
Company aims to establish itself as a serious contender for providing Mobile
Operators and Enterprises with SMS- enabling business-to-business and
business-to-consumer solutions. As the technology development for the first
stage of sales and marketing is in place, the Company anticipates a speedy
market entry and the generation of revenue. The company aims to become cash
positive within the first year of operation.

 

 

The New Media Technology Partnership LLP 




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

	EXECUTED As A Deed By 	 )	
	HBI SALES PRIVATE LIMITED 	 )	
	Acting By 	 )	
	A Director And By 	 )	
	A Director/Secretary 	 )	/s/ Peter Hilton 
	  	 	  
	In The Presents Of 	 	......................................................... 
	 	 	Director 
	Witness Signature: /s/ Lone Christensen 	 	  
	 	 	 
	Name           
      Lone Christensen 	 	  
	 	 	 
	Address       1 Court Royal
    	 	.......................................................... 
	                      London
      SW15 2B2 	 	Director/Secretary 
	  	 	  
	Occupation PA 	 	  
	  	 	  
	  	 	  
	EXECUTED As A Deed By 	 )	
	ZACAN HOLDINGS PROPRIETARY LIMITED 	 )	
	Acting By 	 )	
	A Director And By 	 )	
	A Director/Secretary 	 )	/s/ Bob Spears 
	  	 	  
	In The Presents Of 	 	......................................................... 
	  	 	Director 
	Witness Signature /s/ Gus O’Connell 	 	  
	  	 	  
	Name           
      Gus O’Connell 	 	  
	 	 	.......................................................... 
	Address       201 Sussex
      Street. 	 	Director/Secretary 
	                     
      Sydney 	 	  
	 	 	  
	Occupation  Sales 	 	  
	  	 	  
	  	 	  
	EXECUTED As A Deed By 	 )	
	ICT/EUROTETEC LIMITED 	 )	
	Acting By 	 )	
	A Director And By 	 )	
	A Director/Secretary 	 )	
	  	 	  
	In The Presents Of 	 	/s/ John Bailey 
	  	 	  
	Witness Signature 	 	 
		 	......................................................... 
	Name 	 	Director 
	 	 	 
	Address 	 	/s/ John Bailey 
	  	 	.......................................................... 
	Occupation 	 	Director/Secretary 


 

The New Media Technology Partnership LLP 





	EXECUTED As A Deed By 	 )	
	MIR TECHNOLOGIES LLC 	 )	
	Acting By 	 )	
	A Director And By 	 )	
	A Director/Secretary 	 )	/s/ Timothy Cocker 
	  	 	......................................................... 
	In The Presents Of 	 	Director 
	  	 	
	Witness Signature /s/ Rebecca Poncini 	 	  
	 	 	 
	Name               
      Rebecca Poncini 	 	  
	 	 	 
	Address          
      7131 Spicer Dr. 	 	.......................................................... 
	                         
      Citrus Heights CA 95621 	 	Director/Secretary 
	 	 	  
	Occupation     Engr. Tech 	 	  
	 	 	  
	 	 	  
	EXECUTED As A Deed By 	 )	
	MAGENTA NEW MEDIA LIMITED 	 )	
	Acting By 	 )	
	A Director And By 	)	
	A Director/Secretary 	 )	/s/ Russell J W Hanford 
	 	 	  
	In The Presents Of 	 	......................................................... 
	 	 	Director 
	Witness
      Signature          PJ Hanford
    	 	  
	 	 	 
	Address          3
      Deacons Terrace 	 	  
	                        
      Hare Court Rd London 	 	/s/ Mark Gebhard pp Kingsland (Services)
      Limited 
	 	 	.......................................................... 
	Occupation     MD 	 	Director/Secretary 
	  	 	


 

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