SCORPIO
MEDIA, LLC


 


 


MASTER
SERVICES AGREEMENT


 


 


THIS
MASTER SERVICES AGREEMENT (the "Agreement") is made as of April 30, 2014 (the "Effective Date")
by and between CUBED, INC.,a Nevada corporation (the "Client"), with its principal place of business located
at 830 S. 4th Street, Las Vegas, Nevada 89101, and SCORPIO MEDIA, LLC a limited liability company with its principal place of
business located at 215 Spadina Ave.,Ste. #400, Toronto, ON M5T 267 Canada (the "Company").


 


WHEREAS,
Client desires to obtain from the Company, and the Company desires to provide to Client, the services set forth in this Agreement;
and


 


WHEREAS,
the Company and Client desire to enter into this Agreement in order to set forth the terms and conditions pursuant to which the
Company will provide the services and products specified herein.


 


NOW,
THEREFORE, in consideration of the mutual promises made herein, and for other good and valuable consideration,the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as follows:




  


	 

                                                                      1.    
                                         Services and Products. The Company agrees to provide Client, and Client
                                         agrees to obtain from the Company the services (the “Services”) and
                                         to purchase the products (the “Products”) described in the attached
                                         addenda (each, an “Addendum,” and collectively the “Addenda”)
                                         as follows:

         

        Addendum
        A: Sales and Marketing Services

         

        The
        Addenda set forth specific terms and conditions applicable to the Services and/or Products. The Client may engage the
        Company to perform additional services by executing with the Company an additional appropriate Addendum.

         

        2.    
        Term of Agreement. The term of this Agreement shall commence on the Effective Date and shall continue in
        effect for so long as there is an Addendum in effect (the “Term”). The term of an Addendum shall commence
        on the Effective Date and shall continue in effect for the agreed-upon term more particularly described in each Addendum,
        unless earlier terminated pursuant to the terms of this Agreement. 

         

        3.    
        Fees. 

         

        a.     
        General. Client agrees to pay the Company the fees and commissions for the Services specified in the Addendum
        applicable to each such Service and/or Product (the “Fees”). Unless expressly provided to the contrary
        in this Agreement, any Fees set forth in an Addendum do not include out-of-pocket expenses incurred by the Company in
        providing any Service or Product to Client.

         
	b.    
                                         Taxes. The Company shall add to each invoice, and Client shall pay, any
                                         sales, use, excise, value added, property, and other taxes and duties however designated
                                         that are levied by any taxing authority relating to the Services and Products. In no
                                         event shall Client be responsible for taxes based upon the gross or net income of the
                                         Company or for taxes that have been assessed to the Company prior to the Effective Date
                                         of this Agreement.

        c.     
        Payment Terms. Except as otherwise provided in an Addendum, the Fees for the Services shall be due and payable
        by Client monthly upon receipt of invoice. No later than the 15th calendar day after the end of each month
        during the Term, the Company shall deliver an invoice to Client for all Fees incurred and payable by Client for Services
        and Products provided during such month. The invoice shall present, among other things: (i) all Fees payable for the current
        month applicable to each Service and/or Product; (ii) all other pass-through expenses properly chargeable to Client, calculated
        up to the date of the invoice; and (iii) sales or other taxes payable in respect of the Services and Products in accordance
        with Section 3.b. above. Any invoice submitted by the Company shall be deemed correct for all purposes of this Agreement,
        unless Client provides written notice to the Company (which may include an e-mail notice) within five business days of
        the invoice date specifying the nature of the disagreement

         

        4.    
        Company Obligations. The Company shall observe and fulfill the following obligations in connection with
        the provision of Services under this Agreement:

         








 






    	 



    	 



    

 





	a.     
                                         Compliance with Law. The Company shall comply with, and shall be solely
                                         responsible for complying with, all applicable legal, statutory, and regulatory requirements
                                         under federal, state, local, and foreign law.

        b.     
        Instructions. The Company shall comply with any and all reasonable operating instructions relating to the
        Services and Products provided by the Client. 

        c.    
        Responsibilities Under Addenda. The Company shall fulfill all responsibilities required of the Company as
        set forth in any Addendum, as well as make timely decisions and obtain required management approvals in connection with
        the provision of Services and sale of Products under any Addendum.

         

        5.    
        Confidentiality and Ownership. 

         

        a.       
        Confidential Information. The Company agrees to hold as confidential, and not disclose to any other party,
        except as expressly permitted herein, all information, research, development, trade secrets, plans, business affairs,
        and any other proprietary materials received by the Company from the Client (collectively, the “Client Confidential
        Information”). “Client Confidential Information” shall also be deemed to include Client’s
        proprietary computer and software programs, custom software modifications, software documentation and training aids, and
        all data, code, techniques, algorithms, methods, logic, architecture, and designs embodied or incorporated therein. All
        Client Confidential Information shall remain the sole and exclusive property of the Client. The Company will use the same
        care and discretion to avoid disclosure of Client Confidential Information as it uses with its own similar information
        that is does not wish to be disclosed, but in no event less than a reasonable standard of care. The Company shall not
        use Client Confidential Information except

         
	   
                                         in connection with the Services under this Agreement. The Company may disclose Client
                                         Confidential Information to: (i) the Company’s employees who have a need to know
                                         such information in connection with the provision of Services hereunder; and (ii) any
                                         other party with the Client’s prior written consent. Before disclosure to any of
                                         the above referenced parties, the Company will use its best efforts to cause any such
                                         party to agree to treat Client Confidential Information as such in accordance with this
                                         Agreement. Notwithstanding any contrary provision herein, the Company may disclose Client
                                         Confidential Information to the extent required by law or legal process; provided
                                         that, the Company agrees to provide the Client with notice of any such compelled
                                         disclosure, no later than five business days after receipt of notice requiring such disclosure,
                                         to enable the Client, at its own expense, a reasonable effort to obtain a protective
                                         order. In addition, and notwithstanding any contrary provision herein, no obligation
                                         of confidentiality applies to any Client Confidential Information that (i) the Company
                                         already possesses as of the Effective Date and which is not restricted by any obligation
                                         of confidentiality, (ii) the Company develops or has previously developed independently
                                         prior to receipt from the Client, (iii) the Company receives or has previously received
                                         from a third party who was not under any obligation of confidentiality to the Client
                                         at the time of receipt by the Company, or (iv) is or becomes publicly available without
                                         a breach of this Agreement.

        b.     
        Confidentiality of this Agreement. Notwithstanding any contrary provision herein, including the terms of
        this Section 5, the Company and Client agree to keep confidential the prices, terms, and conditions of this Agreement,
        without disclosure to third parties, except (i) as required by law or legal process, (ii) to a court or arbitrator pursuant
        to a formal proceeding regarding a dispute over this Agreement, (iii) to the Company’s or Client’s respective
        outside accountants or legal counsel, or (iv) provided that a written confidentiality agreement is executed protecting
        such information, to a potential acquiror of either the Company or Client. 

        c.    
        Return of Confidential Information. Upon the termination of this Agreement for any reason, the Company agrees
        to return to the Client within seven business days after the effective date of such termination all electronic, written,
        or descriptive materials of any kind that contain or discuss Client Confidential Information, and the Company shall promptly
        destroy all materials generated by the Company or its agents that include or refer to any part of the Client’s Confidential
        Information, without retaining a copy of such materials,





 


 



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	a.     
                                         including electronic files, programs, databases, or the like, stored on any computer
                                         or similar device by the Company; except that, the Company may retain one copy of each
                                         item of Client Confidential Information in its legal department or with its outside legal
                                         counsel for use only in monitoring its compliance with the foregoing obligations. 

         

        6.    
        Company Warranties. The Company represents and warrants that (i) no contractual obligations currently exist
        that would prevent the Company from entering into this Agreement, and (ii) the Company has all requisite authority to
        execute, deliver, and perform this Agreement. The Company shall indemnify and hold harmless the Client, its officers,
        directors, employees, affiliates, agents, and representatives from and against any claims, damages, losses, or actions
        arising out of any breach of this Agreement by the Company.

         

        7.    
        Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE
        FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUES, USE OR DATA IN CONNECTION
        WITH THE SERVICES TO BE PROVIDED TO CLIENT, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. TO THE
        MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CUMULATIVE LIABILITY OF COMPANY TO CLIENT FOR ALL CLAIMS WHATSOEVER ARISING
        OUT OF THE SERVICES TO BE PROVIDED HEREUNDER, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, WARRANTY, TORT, OR STRICT
        LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO THE COMPANY BY CLIENT UNDER THIS AGREEMENT. 

         

        8.    
        Termination. This Agreement may be terminated upon the occurrence of any of the events as provided in this
        Section 8.

         

        a.     
        Material Breach. Either Client or the Company may terminate this Agreement in the event of a material breach
        of any of the terms of this Agreement by the other party and such breach is not cured within five business days following
        the non-breaching party providing written notice to the breaching party stating, with particularity and in reasonable
        detail, the nature of the claimed breach. 

        b.    
        With or Without Cause. This Agreement may be terminated by either Client or the Company, with or without
        cause, upon 45 days prior written notice to the other party.

         
	c.     
                                         Bankruptcy or Insolvency. Either Client or the Company may terminate this
                                         Agreement in the event the other party becomes the subject of any proceeding under the
                                         Bankruptcy Code.

        d.    
        Merger or Acquisition of the Company. The Client may terminate this Agreement in the event of a merger between
        the Company and another entity in which the Company is not the surviving entity, or an acquisition by another entity of
        a majority of the voting common equity of the Company, or an acquisition by another entity of all or substantially all
        of the assets of the Company.

        9.    
        Obligations Upon Termination. In the event either Client or the Company terminates this Agreement pursuant
        to Section 8 above, Client shall pay to the Company, within 30 calendar days after the date of termination, all accrued
        but unpaid Fees and pass-through expenses incurred by the Company through the date of termination. The Company shall deliver
        a closing invoice to Client no later than the date of termination setting forth the Fees and expenses payable. 

        10.    
        Miscellaneous.

        a.     
        Binding Agreement; Assignment. This Agreement is binding upon the parties and their respective successors
        and permitted assigns. Neither this Agreement nor any interest hereunder may be assigned, transferred, sold, pledged,
        or otherwise disposed of by Client without the prior written consent of the Client. For purposes of the preceding sentence,
        this Agreement shall be deemed to have been “assigned” or “transferred” upon the occurrence of
        any of the following: (i) any merger of the Company with another entity pursuant to which the Company is not the surviving
        entity; (ii) any sale or transfer of a majority of the voting common equity of the Company; or (iii) any sale of all or
        substantially all of the assets of the Company. The Client may assign this Agreement, without the Company’s consent,
        to any entity controlling, controlled by, or under common control with the Client, or to any non-affiliated entity that
        has acquired the Client, whether pursuant to a merger, sale of the Client’s voting common stock, or sale of all
        or substantially all of the Client’s assets.

        b.    
        Ownership of Trade Secrets, Etc.. The Company agrees that all Client Confidential Information, proprietary
        information of the Client, and trade secrets of the Client are owned by and belong to the Client exclusively. The Client’s
        ownership rights to such works, creations, discoveries, improvements, or other confidential and proprietary information
        and trade secrets shall exist regardless of the hours during which, or facilities at








 






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	a.     
                                         which, the creation, discovery, improvement, or other confidential and proprietary information
                                         and trade secrets are made.

        b.    
        Subcontractors. Client agrees that the Company may subcontract any of the Services to be performed under
        this Agreement; provided that, any such subcontractors shall be required to comply with all of the applicable terms
        and conditions of this Agreement.

        c.     
        Entire Agreement. This Agreement, including all Addenda, which are expressly incorporated by reference herein,
        constitutes the complete and exclusive statement of the agreement between the parties as to the subject matter hereof
        and supersedes all previous agreements with respect thereto. Each party acknowledges that it has not entered into this
        Agreement in reliance upon any representation made by the other party which is not embodied herein. In the event any of
        the provisions of an Addendum are in conflict with any of the provisions of this Agreement, the terms and provisions of
        this Agreement shall control, unless the Addendum in question expressly provides that its terms and provisions shall control.

        d.    
        Severability. If any provision of this Agreement is held to be unenforceable or invalid, the other provisions
        shall continue in full force and effect.

        e.    
        Governing Law; Venue. This Agreement shall be governed by the internal laws of the State of Delaware, without
        reference to conflicts of law principles thereof. The parties consent to the non-exclusive jurisdiction of the federal
        and state courts located in Clark County, Nevada in connection with any action or proceeding to enforce, or arising out
        of, this Agreement, and the parties agree that venue will be proper in such court in any such matter. 

        f.      
        Force Majeure. Neither party shall be responsible for delays or failures in performance resulting from acts
        reasonably beyond the control of that party.

        g.     
        Notices. Any written notice required or permitted to be given under this Agreement shall be given by: (i)
        registered or certified mail, return receipt requested, postage prepaid; (ii) confirmed e-mail; (iii) confirmed facsimile;
        or (iv) nationally recognized overnight courier service, to the other party as follows, or to such other address as a
        party may designate in writing:

         
	If
                                         to the Client:Cubed, Inc.

        Attn:
        Joseph White

        830
        S. 4th Street

        Las
        Vegas, Nevada 89101

        Telephone:
        1-702-868-4277

         

        If
        to the Company: Oasis Marketing Solutions, LLC

        Attn:
        James Wallace

        215
        Spadina Ave. Ste. 400

        Toronto,
        ON M5T 2C7, Canada

        1-888-647-0055 

        

         

        Notices
        will be deemed received upon the earlier of (i) receipt, or (ii) seven business days after mailing or transmittal.

        i.    
        No Waiver. The failure of either party to insist on strict performance of any of the provisions hereunder
        shall not be construed as a waiver of any subsequent default of a similar nature.

        j.      
        Survival. The provisions of Sections 4, 5, and 6 shall survive the expiration or termination of this Agreement.

        k.      
        Amendments. This Agreement may be amended or modified only pursuant to a written instrument signed by both
        parties.

        l.     
        No Partnership. This Agreement shall not be construed to make either party an agent or legal representative
        of the other party, and does not, and shall not be construed to, create a partnership or joint venture between the parties
        hereto. Both parties are independent contractors and principals for their own accounts.

        m.      
        Use of Name, Logos, Etc. Neither party shall use the other party’s name, trademarks, service marks,
        logos, trade names, or branding for any purpose without the prior written consent of the other party.

        n.   
        Counterparts. This Agreement may be executed by the parties in counterparts, each of which shall be deemed
        an original, and all of which together shall constitute one and the same instrument. A copy of the executed signature
        page delivered by confirmed e-mail or facsimile shall be considered the equivalent to, and enforceable as, an original
        signature. 

         

















 


[Signature
Page Follows]


 



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IN
WITNESS WHEREOF, the undersigned parties have duly executed this Agreement as of the Effective Date set forth above.


 


scorpio
media, llc


 


By:
/s/ J.W. McCreary


Name:
J.W. McCreary


Title:
CAO


Address:
215 Spadina Ave. Ste. 400 Toronto, ON M5T 2C7, Canada







 


 


Cubed,
Inc.


 


By:
/s/ Douglas Shinsato


Name:
Douglas Shinsato


Title:
COO


Address:
830 S. 4th Street, Las Vegas, NV 89101



 







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ADDENDUM
A


 


SALES
AND MARKETING SERVICES ADDENDUM


 


 


THIS
SALES AND MARKETING SERVICES ADDENDUM (the "Addendum A") is made as of April 30, 2014 (the
"Effective Date") by and between CUBED, INC., a Nevada corporation (the "Client"), with its
principal place of business located at 830 S. 4th Street, Las Vegas, Nevada 89101, and SCORPIO MEDIA LLC, a limited liability
company with its principal place of business located at 215 Spadina Ave., Ste. #400, Toronto, ON M5T 2C7, Canada (the
"Company").


 


WHEREAS,
the Company and the Client have entered into that certain Master Services Agreement dated April 30, 2014 (the "Master
Agreement"); and


 


WHEREAS,
the Company is in the business of providing various sales and marketing services, outbound and inbound call handling,and attendant
support services on behalf of its clients; and


 


WHEREAS,
the Client is in the business of developing,marketing,and selling a 3-D cube-tool interactive digital software interface which
allows users to integrate audio,image,video,text, social media, e-magazine, and e-commerce functions with any device (the "Cube
Platform"); and


 


WHEREAS,
the Client wishes to engage the services of the Company on a non-exclusive basis to assist the Client in marketing and selling
the Cube to Customers (as defined below) pursuant to this Addendum A; and


 


WHEREAS,
the Company desires to assist the Client in the manner provided pursuant to this Addendum A.


 


NOW,
THEREFORE, in consideration of the mutual promises made herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged,the parties hereby agree as follows:


 


1. Integration.
The Master Agreement to which this Addendum A is attached, and this Addendum A and all exhibits hereto, together with all
other addenda to the Master Agreement, constitute a binding agreement between the Company and the Client in accordance with the
terms and conditions of the Master Agreement and this Addendum A. In the event any of the provisions of this Addendum A are in
conflict with any of the provisions of the Master Agreement, the terms and provisions of the Master Agreement shall control, unless
this Addendum A expressly provides that its terms and provisions shall control.


 


2. Appointment.
Subject to the terms and conditions of this Addendum A, the Client hereby appoints the Company as an independent contractor non-exclusive
sales and marketing representative, and not as an employee, of the Client for the sale and marketing of the Cube Platform to new
and existing Customers of the Company without geographical restriction or limitation. For purposes of this Addendum A, "Customers"
is defined as those small business customers of the Company with the characteristics set forth on the attached Appendix A, which
may be updated and amended from time to time by the parties. The Company and Client may add or delete products and services for
which the Company is providing sales and marketing services under this Addendum A pursuant to a written addendum signed by both
parties.


 


3. Relationship
Between the Parties. The Company acknowledges that it shall at all times act and perform as an independent contractor hereunder
and shall not, for any purposes, be deemed an employee of the Client. The Company shall have no authority to act for, or on behalf
of, or to bind the Client in any manner whatsoever. The Client shall have no right to control or direct the details, manner, or
means by which the Company accomplishes the results of the services performed under this Agreement. The Client shall have no right
to exercise any control or influence over the professional judgment of the Company, including limiting or extending the amount
of time that the Company spends in performing services for the Client. The Company's obligations hereunder are to complete the
services described in this Addendum A and to meet any deadlines set by the Client with respect thereto. The Company shall retain
the right to contract for similar services with other businesses or individuals.


 


4.
Services. The Company undertakes and agrees to use its best efforts to market and sell the Cube Platform to Customers at
such prices and upon such terms and conditions as the Client may specify on the attached Appendix A which may be updated and amended
by the Client in its sole discretion from time to time. The Company shall clearly identify to all prospective Customers that the
Company is an independent contractor for the Client. The Company shall not use the "Cubed, Inc." trade name, or any
derivations or equivalents thereof, in any publicity, advertising, telephone listings, signs, business cards, letterhead, or any
other manner without the prior written consent of the Client. The Company shall obtain the prior approval of the Client prior
to quoting any fees, charges, or prices for the Cube Platform other than as set forth in Appendix A. All sales agreements or purchase
orders shall be entered into directly with the Customers by the Company, and the Compa ny shall perform all Customer billing and
support services. The Company agrees to use its best efforts to service and maintain Customer accounts, subject to the supervision
and direction of the Client. In this regard, the Company hereby agrees:


 


(a)          
To diligently solicit all Customers and prospective Customers for the sales of the Cube Platform;


 






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(b)          
To promptly and diligently attempt to resolve all inquiries and problems raised by Customers, answer all inquiries, meet with
Customers, and otherwise service all Customers whether before or after a valid order or contract has been executed by a Customer
and accepted by the Company, and to promptly advise the Client of all such inquiries and problems raised by said Customers; and


 


(c)          
To provide call reports to the Client on a monthly basis, accounting for the Company's servicing efforts under this Agreement
..


 


5.
Term and Termination.




 


(a)          
Term. The term of this Addendum A shall commence on the Effective Date and shall continue indefinitely until terminated
pursuant to Section S(b) of this Addendum A (the "Term").


 


(b)          
Termination. Either the Company or Client may terminate this Addendum A,with or without cause and for any reason, upon
45 days' prior written notice of termination to the other party. Upon termination of this Addendum A, the Company shall transfer
all Customer accounts and Customer information to the Client, and the Client shall have the exclusive right to service and administer
such Customer accounts.


 


6.
Compensation.




 


(a)           
Commission. During the Term of this Addendum A, the Client shall pay to the Company a commission at the percentages, rates,
or amounts set forth on the attached Appendix B on completed sales of the Cube Platform to Customers that were solicited by the
Company. Commissions shall be deemed earned by the Company and payable by the Client upon the receipt of payment for Cube Platform
sales by the Client from the applicable Customers. Commissions earned by the Company shall be computed based on the net amount
of the invoices rendered, exclusive of all normal and recurring bona fide trade discounts having the Client's prior approval,and
any applicable sales or similar taxes. Except as specifically stated otherwise herein, the Company is not guaranteed a minimum
commission or minimum compensation.


 


(b)
No Withholding. Because the Company is retained under this Addendum A as an independent contractor of the Client, the Company
and the Client acknowledge and agree that the Client will not deduct any amounts in respect of federal or state taxes, unemployment
insurance, or Social Security contributions from the payments made to the Company pursuant to Section 6(a), and that the Company
shall remain solely responsible and liable for the payment of all such taxes and assessments. The Company hereby expressly covenants
to make such payments as may be required by applicable law and to indemnify, defend, and hold the Client harmless should any governmental
agency or other taxing authority claim that the Client was obligated to withhold such amounts. The Client shall report the total
compensation paid to the Company pursuant to this Agreement on a Form 1099 for the year in which the Company's services were provided
hereunder.




 


(c)           
Expenses. Because the Company is retained under this Addendum A as an independent contractor of the Client, and not as
an employee, the Company and the Client acknowledge and agree that the Company shall be solely responsible for the payment of
any and all expenses incurred by the Company in the course of fulfilling the Company's duties under this Addendum A .


 


7.    
Orders. All orders received by the Company for the sale of the Cube Platform shall be subject to the right of the Client
to reject or cancel the same or any part thereof. The Company shall furnish promptly to the Client such reports or data regarding
Customers as the Client may, from time to time, reasonably request.


 


8.    
Reports. The Company shall provide the Client sales reports on the Customers the Company solicits under this Addendum A;
shall indicate the progress and the problems associated with each Customer,as the Client may request; and shall report to the
Client in writing as soon as practicable on all important visits,telephone calls, and other communications with Customers and
potential Customers.


 


9.    
Representations and Warranties. The Company agrees not to make any warranty regarding the Cube Platform except as may be
expressly authorized by the Client in writing.


 



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10.
Miscellaneous.


 







a.                   
Binding Agreement; Assignment. This Addendum A is binding upon the parties and their respective successors and permitted
assigns. Neither this Addendum A nor any interest hereunder may be assigned, transferred,sold, pledged,or otherwise disposed of
by the Company without the prior written consent of the Client. For purposes of the preceding sentence, this Addendum A shall
be deemed to have been "assigned" or "transferred" upon the occurrence of any of the following: (i) any merger
of the Company with another entity pursuant to which the Company is not the surviving entity; (ii) any sale or transfer of a majority
of the voting common equity of the Company; or (iii) any sale of all or substantially all of the assets of the Company. The Client
may assign this Addendum A, without the Company's consent,to any entity controlling, controlled by, or under common control with
the Client, or to any non-affiliated entity that has acquired the Client,whether pursuant to a merger, sale of the Client's voting
common stock, or sale of all or substantially all of the Client's assets.


 


b.                   
No Waiver. The failure of either party to insist on strict performance of any of the provisions hereunder shall not be
construed as a waiver of any subsequent default of a similar nature.


 


c.                   
Amendments.Except as provided herein, this Addendum A may be amended or modified only pursuant to a written instrument
signed by both parties.


 


d.                  
Governing Law; Venue. The internal laws of the State of Nevada shall govern this Addendum A, without reference to conflicts
of law principles thereof. The parties consent to the non exclusive jurisdiction of the federal and state courts located in Clark
County, Nevada in connection with any action or proceeding to enforce, or arising out of, this Addendum A,and the parties agree
that venue will be proper in such court in any such matter.


 


e.                   
Notices. Any written notice required or permitted to be given under this Addendum A shall be given in accordance with the
provisions of Section 10.h. of the Master Agreement .


 


f.                    
Severability. If any provision of this Addendum A is held to be unenforceable or invalid, the other provisions shall continue
in full force and effect.


 







g.                   
Counterparts. This Addendum A may be executed in counterparts, each of which shall be deemed an original,and all of which
together shall constitute one and the same instrument. A copy of the executed signature page delivered by confirmed e-mailor facsimile
shall be considered the equivalent to, and enforceable as, an original signature.









    	8



    	 



    







Exhibit
A


Services
Agreement


 


APPENDIX
A


 


TERMS
AND CONDITIONS


 


		•	The
                                         Company shall use its best efforts to market and sell the Cube Platform to Customers,
                                         and the Company shall offer the Cube Platform for sale to Customers at a price of no
                                         less than $*** per month.



 






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 APPENDIX
B


 


COMMISSIONS


 





		•	The
                                         Client shall pay to the Company, as compensation for the Company's services preformed
                                         under this Addendum A, a monthly cash commission (the "Commission") equal to
                                         **% of the Gross Sales Revenue (defined below) for sales of the Cube Platform to Customers
                                         . For purposes of this Agreement, "Gross Sales Revenue" means the cash payments
                                         actually received by the Client in a month during the Term of this Addendum A on orders
                                         for the Cube Platform from Customers solicited by the Company and accepted by the Client
                                         during the Term, exclusive of any deduction for discounts, sales, use, or other similar
                                         taxes, or any other charges or deductions.



 





		•	Payment
                                         of the Commissions shall be made by the Client to the Company within 30 calendar days
                                         after the end of the calendar month during which the Client received cleared funds of
                                         the Gross Sales Revenue to which the Commission applies. At the time of payment, the
                                         client shall furnish the Company with an itemized statement setting forth the computation
                                         of the monthly Commissions.



 


		•	Advertising
                                         revenues from Customers shall be shared between the Client and the Company on a case-by-case
                                         basis, each such case to be agreed to in writing.






 



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IN
WITNESS WHEREOF, the undersigned parties have duly executed this Addendum A as of the Effective Date set forth above.


 


scorpio
media, llc


 


By:
/s/ J.W. McCreary


Name:
J.W. McCreary


Title:
CAO


Address:
215 Spadina Ave. Ste. 400 Toronto, ON M5T 2C7, Canada







 


 


Cubed,
Inc.


 


By:
/s/ Douglas Shinsato


Name:
Douglas Shinsato


Title:
COO


Address:
830 S. 4th Street, Las Vegas, NV 89101



 







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