Exhibit 10.13 

                                                  July 6, 2006 

Churchill Ventures Ltd. 

50 Revolutionary Road 

Scarborough, New York 10510 



Deutsche Bank Securities Inc. 

60 Wall Street, NYC60-1015 

New York, NY 10005 


          Re:           INITIAL PUBLIC OFFERING 


Gentlemen: 


          The undersigned officer and director of Churchill Ventures Ltd., a Delaware corporation (the “Company”), in consideration of
Deutsche Bank Securities Inc. (“Deutsche Bank”) entering into a letter of intent (the “Letter of Intent”) to underwrite an initial public offering (the “IPO”)
of the Company’s units (the “Units”), each composed of one share of the Company’s common stock, par value $.001 per share (the “Common Stock”), and one warrant which is exercisable for one share of Common Stock (a “Warrant”) and embarking on the IPO process, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 12 hereof): 


          1.           If the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all his Insider Shares in accordance with the majority of the votes cast by the holders of
the IPO Shares. The undersigned hereby waives any and all rights to convert his Insider Shares in connection with a Business Combination. If the Company solicits approval of its stockholders for dissolution and a plan of distribution of assets, the
undersigned will vote all shares of common stock owned by him in favor of such plan.


          2.           In the event that the Company fails to consummate a Business Combination within (i) 18 months from the effective date (“Effective Date”) of the registration statement relating to the IPO (the “Registration Statement”) or (ii) 24 months after the Effective Date, if a letter of intent, agreement
in principle or definitive agreement has been executed with respect to a Business Combination within 18 months after the Effective Date, but the Business Combination has not been consummated within such 18 month period (the date of the first such
failure to occur, the “Transaction Failure Date”), the undersigned will take all reasonable actions within his or its power to (i) cause the Trust Account to be liquidated and
distributed to the holders of the IPO Shares as soon as practicable and (ii) cause the Company to dissolve and liquidate as soon as practicable (the earliest date on which the conditions in clauses (i) and (ii) are both satisfied being the
“Liquidation Date”).  The undersigned agrees, (i) if the Company seeks approval of the Company’s stockholders to consummate a Business Combination more than 18 months after
the date of the IPO, the undersigned will vote to adopt and recommend to the Company’s stockholders a plan of distribution to be included in the proxy statement related to the Business Combination and such proxy statement will seek stockholder
approval for 


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dissolution and a plan of distribution in the event the Company’s stockholders do not approve the Business Combination, and (ii) if no proxy statement seeking the approval of the Company’s stockholders for a Business
Combination has been filed more than 18 months after the date of the IPO (unless the date has been extended), the undersigned shall vote to adopt and recommend to the Company’s stockholders the Company’s dissolution.  The undersigned
hereby waives any and all right, title, interest or claim of any kind in or to any distributions of the trust account with JPMorgan Chase Bank, NA (the “Trust Account”), or to any
other amounts distributed in connection with a liquidating distribution of the Company including with respect to his Insider Shares (“Claim”) and hereby waives any Claim the
undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. The undersigned agrees that in the event the
Company’s remaining assets outside the Trust Account are insufficient to pay the costs of dissolution and liquidation and subsequent thereto in the event Churchill Capital Partners LLC, a Delaware limited liability company (the
“Related Party”) is unable to pay such costs, the undersigned agrees to bear such costs jointly and severally with Itzhak Fisher, Elizabeth O’Connell and Nir
Tarlovsky.


          3.           The undersigned agrees to indemnify and hold harmless the Company, jointly and severally with the other officers of the Company, against any and all loss, liability, claims, damage and expense
whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may
become subject as a result of (i) any claim by any vendor or other person who is owed money by the Company for services rendered or products sold, or (ii) any claim by any prospective target that the Company did not pay or reimburse such target for
the fees and expenses of third party providers of services (such as accountants, consultants and attorneys) to the target that the Company agreed in writing with the target to be liable for, in accordance with the terms of such agreement, if such
person or entity does not provide a valid and enforceable waiver to rights or claims to the Trust Account so as to ensure that the proceeds in the Trust Account are not reduced by the claims of such persons that are owed money by the Company for
services rendered or products sold to the Company, but in each case only to the extent necessary to ensure that such loss, liability, claim, damage or expense does not reduce the amount in the Trust Account (or, in the event that such claim arises
after the distribution of the Trust Account, to the extent necessary to ensure that the Company’s former stockholders, other than the officers of the Company, are not liable for any amount of such loss, liability, claim, damage or expense).



          4.           The undersigned acknowledges and agrees that the Company will not consummate any Business Combination which involves a company which is affiliated with any of the Insiders unless the Company
obtains an opinion from an independent investment banking firm reasonably acceptable to Deutsche Bank that the business combination is fair to the Company’s stockholders from a financial perspective. 


          5.           Neither the undersigned, any member of the family of the undersigned, nor any Affiliate of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to the consummation of the Business Combination; provided, that until the earlier of (i) the completion of the Business Combination and (ii) 


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dissolution of the Company, Related Party shall be entitled to a fee of $7,500 per month, to compensate it for the Company’s use of the Related Party’s offices, utilities and personnel. The Related Party and the
undersigned shall also be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination. In addition, the Related Party has advanced to the Company a loan of
$240,000, which shall be used to pay a portion of the expenses related to the IPO. The loan is due and payable on the consummation of the IPO and will be repaid out of the net proceeds of the IPO not placed in the trust account. 


          6.           Neither the undersigned, any member of the family of the undersigned, nor any Affiliate
of any of the foregoing will be entitled to receive and will not accept a finder’s
fee or any other compensation from the Company or any other person or entity
in the event the undersigned, any member of the family of the undersigned or
any Affiliate of any of the foregoing originates a Business Combination. 


          7.           The undersigned agrees that his Insider Shares will be subject to restrictions on sale or other transfer until the earlier of one year following the date of the Business Combination; dissolution of
the Company; or the consummation of a liquidation, merger, stock exchange or other similar transaction which results in all stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to
consummating a Business Combination with a target business. 


          8.           The undersigned shall not, with respect to those Insider Shares and Sponsor Warrants
owned directly or indirectly by him, (i) sell, offer to sell, contract or agree
to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose
of or agree to dispose of, directly or indirectly, or file (or participate in
the filing of) a registration statement with the Securities and Exchange Commission
in respect of, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations of
the Securities and Exchange Commission promulgated thereunder with respect to,
any shares of Common Stock, the Sponsor Warrants, the shares of Common Stock
issuable upon exercise of the Sponsor Warrants or any securities convertible
into or exercisable or exchangeable for shares of Common Stock or such Sponsor
Warrants or other rights to purchase shares of Common Stock or any such securities,
(ii) enter into any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequences of ownership of shares of Common
Stock or Sponsor Warrants, the shares of Common Stock issuable upon exercise
of the Sponsor Warrants or any securities convertible into or exercisable or
exchangeable for shares of Common Stock or such Sponsor Warrants or other rights
to purchase shares of Common Stock or any such securities, whether any such transaction
is to be settled by delivery of shares of Common Stock or such other securities,
in cash or otherwise, or (iii) publicly announce an intention to effect any transaction
specified in clause (i) or (ii) until with respect to his Insider Shares and
Sponsor Warrants, one year following the consummation of the Business Combination
(the “Lock-Up Period”). Notwithstanding the foregoing, the undersigned may transfer his Insider Shares and
Sponsor Warrants during the Lock-Up Period (i) by gift to a member of the undersigned’s immediate family or to a trust, the beneficiary of which is a member of an undersigned’s
immediate family, an affiliate of the undersigned or to a charitable organization,
(ii) by virtue of 


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the laws of descent and distribution upon death of the undersigned, (iii) pursuant to a qualified domestic relations order, or (iv) in the event of a liquidation of the Company prior to a Business Combination or the consummation
of a liquidation, merger, capital stock exchange, stock purchase, asset acquisition or other similar transaction which results in all the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or
other property subsequent to the Company’s consummating a Business Combination with a target business; provided, however, that
the permissive transfers pursuant to clauses (i) - (iii) may be implemented only upon the respective transferee’s written agreement to be bound by the terms and conditions of this letter agreement, including with respect to the voting
requirements pertaining to the Insider Shares and Sponsor Warrants.  During the Lock-Up Period, the undersigned shall not grant a security interest in his Insider Shares and Sponsor Warrants. 


          9.           The undersigned agrees to be the Chief Executive Officer and director of the Company.
The undersigned’s biographical information furnished to the Company and
Deutsche Bank and attached hereto as Exhibit A is
true and accurate in all respects, does not omit any material information with
respect to the undersigned’s background and contains all of the information required to be disclosed pursuant to Section 401 of Regulation S-K, promulgated under the Securities Act of 1933. The
undersigned’s Questionnaire furnished to the Company and Deutsche Bank and
annexed as Exhibit B hereto is true and accurate in all respects. The undersigned represents and warrants
that: 


                        (a)          he is not subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any
act or practice relating to the offering  of securities in any jurisdiction; 


                        (b)          he has never been convicted of or pleaded guilty to any crime: (i) involving
any fraud or (ii) relating to any financial transaction or handling of funds
of another person, or (iii) pertaining to  any dealings in any securities and
he is not currently a defendant in any such criminal proceeding; and 


                        (c)          he has never been suspended or expelled from membership in any securities or
commodities exchange or association or had a securities or commodities license
or registration denied, suspended or  revoked. 


          10.         The
undersigned has full right and power, without violating any agreement by which
he is bound, to enter into this letter agreement and to serve as Chief Executive
Officer and director of the  Company. 


          11.         The
undersigned authorizes any employer, financial institution, or consumer credit
reporting agency to release to Deutsche Bank and its legal representatives or
agents (including any investigative  search firm retained by Deutsche Bank) any
information they may have about the undersigned’s background and finances
(the “Information”).
Neither Deutsche Bank nor its agents  shall be violating the undersigned’s
right of privacy in any manner in requesting and obtaining the Information and
the undersigned hereby releases them from liability for any damage whatsoever
in that connection. 


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          12.         As
used herein, (i) a “Business Combination” shall
mean the initial acquisition or concurrent acquisitions, as the case may be,
 by the Company, whether by merger, capital stock exchange, stock purchase, asset
acquisition or other similar business combination, of an operating business or
businesses, as the case may be, in the communications, media or technology industries;
 (ii) “Insiders” shall
 mean all officers, directors and stockholders of the Company immediately prior
 to the IPO; (iii) “Insider
Shares” shall mean all of the shares of Common
Stock of the Company owned by an Insider prior to the IPO; (iv) “IPO
Shares” shall mean the shares
of Common Stock issued in the Company’s IPO; and (v) “Sponsor
Warrants” shall mean warrants to purchase
4,000,000 shares of Common Stock that shall be purchased by the Related  Party
from the Company at a price of $1.00 per warrant, for a total of $4 million,
in a private placement prior to completion of the IPO.  


          13.         The
undersigned acknowledges and understands that the Company will rely upon the
agreements, representations and warranties set forth herein in proceeding with
the IPO. Nothing contained herein  shall be deemed to render the Underwriters
a representative of, or a fiduciary with respect to, the Company, its stockholders,
or any creditor or vendor of the Company with respect to the subject matter hereof. 


          14.         This
letter agreement shall be binding on the undersigned and such person’s respective
successors, heirs, personal representatives and assigns. This letter agreement
shall terminate on the  earlier of (i) the consummation of the Business Combination
and (ii) the Liquidation Date; provided that
such termination shall not relieve the undersigned from liability for any breach
of  this agreement prior to its termination and provided, further that
Section 3 of this letter agreement shall survive a termination  pursuant to clause
(ii). 


          15.         This
letter agreement shall be governed by and interpreted and construed in accordance
with the laws of the State of New York applicable to contracts formed and to
be performed entirely within the  State of New York, without regard to the conflicts
of law provisions thereof to the extent such principles or rules would require
or permit the application of the laws of another jurisdiction. 


[Signature page follows] 


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The undersigned hereby executes this letter agreement as
    of July 6, 2006. 

 

	 	
      
        Christopher
            Bogart  

      






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EXHIBIT A 


Christopher Bogart has served as our Chief Executive Officer and a director since our inception. Mr. Bogart is a Managing Director of Glenavy Capital LLC, a private investment vehicle
and merchant banking firm that, among other activities, provides worldwide investment management for Ronald S. Lauder, a position he has held since June 2003. Mr. Bogart is also a member of the advisory board of Neilsen BuzzMetrics. From 1998 until
June 2003, Mr. Bogart held several senior executive positions at Time Warner Inc. (NYSE: TWX), including Executive Vice President & General Counsel, Time Warner Inc.; President and Chief Executive Officer, Time Warner Cable Ventures; and
President and Chief Executive Officer, Time Warner Entertainment Ventures. Prior to joining Time Warner, Mr. Bogart was a litigator and antitrust lawyer with a practice focused on communications, technology and media at Cravath, Swaine & Moore.
Mr. Bogart is married to Ms. O’Connell. 


. 


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