Exhibit
        10.1

      Licensing
        Agreement

      


      


      CO-PUBLISHING
        LICENSING AGREEMENT

      


      


      This
        License Agreement (“Agreement”),
        is
        effective as of September 23, 2005 (the “Effective
        Date”),
        and
        is entered into by and between Pixiem,
        Inc. (“Pixiem”),
        a
        Delaware corporation with a principal place of business at 115
        River
        Road, Suite 828, Edgewater, New Jersey 07020 and ESPN
        Enterprises, Inc. (“ESPN”) a
        Delaware corporation with a principal place of business at 605 Third Avenue,
        New
        York, New York 10158. ESPN and Pixiem are each a “Party”
        and
        collectively the “Parties.” 

      


      WITNESSETH:

      WHEREAS,
        Pixiem
        owns or has licensed the rights to the underlying technology that supports
        Wireless Games (as defined below);

      


      WHEREAS,
        Pixiem
        wants to license ESPN Brands to develop the Wireless Games and in return
        ESPN
        will receive a royalty from Pixiem’s commercial exploitation of the Wireless
        Games; 

      


      WHEREAS,
        ESPN is
        willing to license from Pixiem the Pixiem Technology (as defined below) that
        support the Wireless Games (with rights to sublicense to third parties,
        including end users, carriers and/or operators), so long as Pixiem ports
        the
        Wireless Games to local mobile handsets as described on Exhibit
        A
        (the
“Required
        Handsets”),
        and
        provides internal testing and usability testing with respect to, and conducts
        other activities necessary to launch the Wireless Games on the required
        handsets; and 

       

      WHEREAS,
        Pixiem
        is
        willing to publish, publicize, advertise and market the Wireless Games in
        certain territories; 

      


      NOW,
        THEREFORE,
        subject
        to the terms, conditions and procedures below, and in consideration of the
        premises and of the mutual covenants contained herein, the Parties hereby
        agree
        as follows:

      


      
        	
                1.

              	
                Definitions.
                  As
                  used in this Agreement, the Parties hereto agree the words set
                  forth below
                  shall have the meanings thereby
                  specified:

              


      

      


      
        


        
          
            	 	
                    a

                  	
                    “Confidential
                      Material” means
                      any information which is confidential in nature or that is
                      designated or
                      identified as confidential by a Party or by any of its affiliates
                      and that
                      is furnished by or on behalf of such Party or any of its affiliates
                      (collectively, the "Disclosing
                      Party")
                      to the other Party or to any of its affiliates (collectively,
                      the
                      "Receiving
                      Party"),
                      whether such information is or has been conveyed verbally or
                      in written or
                      other tangible form, and whether such information is acquired
                      directly or
                      indirectly such as in the course of discussions or other investigations
                      by
                      the Receiving Party, including, but not limited to, trade secrets
                      and
                      technical, financial or business information, data, ideas,
                      concepts or
                      know-how that is considered and treated as being confidential
                      by the
                      Disclosing Party. Confidential Material shall not include information
                      that: (a) was known by the Receiving Party without obligation
                      of
                      confidentiality prior to disclosure thereof by the other party;
                      (b) was in
                      or entered the public domain through no fault of the Receiving
                      Party; (c)
                      is disclosed to the Receiving Party by a third party legally
                      entitled to
                      make such disclosure without violation of any obligation of
                      confidentiality; (d) is required to be disclosed by applicable
                      laws or
                      regulations (but in such event, only to the extent required
                      to be
                      disclosed, and provided that the disclosing party is given
                      the opportunity
                      to review and redact the Agreement prior to disclosure); or
                      (e) is
                      independently developed by the Receiving Party without reference
                      to any
                      Confidential Information of the other party. Confidential Information
                      disclosed in tangible or electronic form shall be identified
                      by Disclosing
                      Party as confidential with conspicuous markings, or otherwise
                      identified
                      with a legend as being confidential, provided that the absence
                      of such a
                      mark or legend shall not preclude disclosed information which
                      would be
                      considered confidential by a receiving party exercising reasonable
                      business judgment from being treated as confidential information
                      by
                      Receiving Party;

                  


          

           

          
            
              Licensing
                Agreement

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            	 	b.	“ESPN
                    Marks”
                    shall mean the ESPN logos, trade names, trademarks and other
                    indicia of
                    origin associated with ESPN mutually agreed upon by the Parties
                    to
                    utilized in connection with the Wireless
                    Games;


          

          
            	 	 	 


          

          
            	 	c.	“ESPN Territory”shall
                    mean the United States of America and its territories and possessions,
                    and
                    such other territories as mutually agreed upon by the Parties
                    and
                    territories as totally agreed upon by Parties in writing; 


          

          
            	 	 	 


          

          
            	 	d.	“Expenses”
                    shall mean (i) refunds or rebates, (ii) other commissions or
                    fees paid to
                    unrelated third parties connected or related to the exploitation
                    of the
                    Wireless Games e.g.,
                    wireless carriers, operators, platform vendors, and/or (iii)
                    taxes
                    (excluding income taxes) or other fees paid to government entities)
                    e.g.
                    VAT and sales taxes;


          

          
            	 	 	
                  


          

          
            	 	e.	 “Gross
                    Revenue”
                    shall mean all
                    revenue that either ESPN and/or Pixiem receives from the carriers
                    as a
                    direct result of the carriers’ permitted licensing of the Wireless
                    Games;


          

          
             

          

        

      

      
        	 	
                f.

              	
                “Intellectual
                  Property”
                  means anything that is or may be protected by an Intellectual Property
                  Right such as, but not limited to works (including computer programs),
                  performances, discoveries, inventions, trade-marks (including trade
                  names
                  and service marks), trade secrets, industrial designs, Confidential
                  Material (including Confidential Material as defined herein), mask
                  work
                  and integrated circuit
                  topographies;

              


      

       

      
        	 	
                g.

              	
                “Intellectual
                  Property Rights”
                  shall mean all copyrights (including, without limitation, the exclusive
                  right to reproduce, distribute copies of, display and thereupon
                  perform
                  the copyrighted work and to prepare derivative works), copyright
                  registrations and applications, trademark rights (including, without
                  limitation, registrations and applications), patent rights, including
                  registration and application, trade names, mask work rights, trade
                  secrets, moral rights, author’s rights, algorithms, rights in packaging,
                  goodwill and other intellectual property rights, and all divisions,
                  continuations, reissues, renewals and extensions thereof, regardless
                  of
                  whether any such rights arise under the laws of the United States
                  of
                  America or any other state, country or jurisdiction, and all derivative
                  works of any copyrighted work;

              


      

       

      
        	 	
                h.

              	
                “Launch
                  Date” shall
                  mean the date of the first commercial sale on which a Pixiem Royalty
                  and/or ESPN Royalty is due hereunder;


              


      

      


      
        
          	 	
                  i.

                	
                  “Mark”
                    means trade names, trademarks, service marks, logos, marks or
                    other
                    business identifiers and elements thereof of any entity, and
                    includes
                    Pixiem Marks and ESPN Marks;

                


        

        
          	 	 	 


        

      

      
        	 	
                j.

              	
                “Net
                  Revenue”
                  shall mean Gross Revenue less Expenses;


              


      

      


      
        	 	
                k.

              	
                “Pixiem
                  Marks’”
                  shall mean Pixiem’s logos, trade names, trademarks and other Intellectual
                  Property Rights owned by Pixiem, or licensed to Pixiem by third
                  parties;
                  

              


      

      


      
        
          	 	
                  l.

                	
                  “Pixiem
                    Technology”
                    shall mean the underlying background technology that
                    Pixiem or any of its affiliates owns prior to the development
                    of, or
                    independent of, the Wireless Games.


                


        

        
          	 	 	 


        

        
          	 	
                  m.

                	
                  “Pixiem
                    Territory”shall
                    mean territories
                    and controlled possessions of countries in  North
                    America, South America, Europe, Asia, and such other territories
                    as
                    mutually  agreed
                    upon by Parties
                    in
                    writing;

                


        

      

       

      
        
          Licensing
            Agreement

          
          

        

        
          -
            2
            -

          
            

          

        

        
          
          

        

      

      
        	 	
                n.

              	
                “Publisher”
                  means the party responsible for licensing the Wireless Games to
                  distribution channels (e.g., mobile carriers);
                  and

              


      

      


      
        	 	
                o.

              	
                “Wireless
                  Games”
                  shall mean the multi-player or single-player mobile wireless games
                  described
                  on
                  Exhibit
                  B
                  as
                  attached hereto. Exhibit
                  B
                  shall be periodically updated with the addition or subtraction
                  of other
                  wireless games as mutually agreed to by the
                  Parties.

              


      

       

      
        	
                2.

              	
                Grants.
                   

              


      

      


      
        	 	
                a.
                  

              	
                ESPN.
                  Subject to the terms, conditions and procedures of this Agreement,
                  Pixiem
                  hereby grants to ESPN an license solely within the ESPN Territory
                  and with
                  respect to the Wireless Games (i) to exploit, including without
                  limitation, sell, transfer and/or sublicense, the underlying technology
                  of
                  the Wireless Games and (ii) to promote, advertise, publicize, market
                  and
                  utilize the underlying technology of the Wireless Games (the “ESPN License”)
                  via all means and media, now known or hereafter revised, to end-users.
                  ESPN is not obligated to exploit any of its rights under the ESPN
                  License,
                  and makes no representation, express or implied, that it will do
                  so.
                  Notwithstanding
                  the foregoing, use of ESPN’s website from outside the ESPN Territory by
                  end-users seeking to access the Wireless Games shall not be deemed
                  a
                  breach of this Agreement.  Royalty
                  rates payable from purchases through the ESPN website will be based
                  on the
                  physical location of the end user’s mobile carrier.  

              


      

      
        	 	
                b.

              	
                Pixiem.
                  Subject
                  to the terms, conditions and procedures of this Agreement, ESPN
                  hereby
                  grants to Pixiem within the Pixiem Territory during the Term; 

              


      

      


      
        	 	
                (i)

              	
                a
                  non-exclusive non-transferable limited license to use, reproduce
                  and
                  distribute the Wireless Games to end users solely for play on a
                  handset
                  via a wireless telecommunications network in the Pixiem
                  Territory;

              


      

      


      
        	 	
                (ii)

              	
                a
                  non-exclusive non-transferable limited to use ESPN Marks in pre-approved
                  promotional and marketing materials, content directories and indexes,
                  and
                  electronic and printed advertising, publicity newsletters regarding
                  the
                  Wireless Games; and

              


      

      


      
        	 	
                (iii)

              	
                a
                  non-exclusive, non-transferable limited license to use, reproduce
                  and
                  distribute “unbranded” versions of the Wireless Games to end users solely
                  for play on a handset via a wireless telecommunications network
                  in those
                  territories within the Pixiem Territory in which ESPN has declined
                  to
                  permit Pixiem to distribute the Wireless Games. An “unbranded” version of
                  a Wireless Game shall mean versions of the Wireless Games that
                  do not
                  contain any ESPN Marks.

              


      

      


      
        	 	
                c.

              	
                Limitations.
                  Pixiem’s rights hereunder are strictly limited to the distribution or
                  exhibition of the Wireless Games as provided herein, and in no
                  event shall
                  Pixiem distribute or authorize the exhibition of the Wireless Games
                  via
                  any other means or media. Furthermore, Pixiem shall strictly limit
                  its
                  distribution and exhibition within the Pixiem Territory and Pixiem’s
                  failure to comply with restrictions set forth in this subsection
                  2(b)
                  shall be deemed a material breach of this Agreement and an infringement
                  of
                  ESPN’s rights.

              


      

      


      


      
        	 	
                d.

              	
                Use
                  of Marks.
                  

              


      

      


      
        	 	
                (i)

              	
                Pixiem
                  may only use ESPN’s Marks in connection with a use that has been approved
                  by ESPN in writing in its sole discretion. Uses that are not approved
                  in
                  writing shall be deemed disapproved. Any permitted use by Pixiem
                  of ESPN’s
                  Marks shall be in strict compliance with each of the following
                  terms and
                  conditions: (a) Pixiem shall strictly comply with all standards
                  with
                  respect to the use of ESPN’s Marks as provided in Exhibit
                  C;
                  (b) Pixiem shall not create a combination mark consisting of one
                  or more
                  Marks of each Party, (c) all uses of ESPN’s Marks shall be to the benefit
                  of ESPN and Pixiem acknowledges and agrees that ESPN is the owner
                  of
                  ESPN’s Marks, (d) Pixiem shall not use, register, or attempt to register,
                  in any country, any name or trademark identical or confusingly
                  similar to
                  ESPN’s Marks.

              


      

      


      
        
          Licensing
            Agreement

          
          

        

        
          -
            3
            -

          
            

          

        

        
          
          

        

      

      
        	 	
                (ii)

              	
                Neither
                  ESPN nor Pixiem shall use the other Party’s Marks without their written
                  permission. Except and only to the extent specifically set forth
                  in this
                  Agreement, Pixiem shall not acquire any right under this Agreement
                  to use
                  the Wireless Games or the names ESPN Marks “Disney,”“ESPN,”“BVIG,”
                  or the names of any other ESPN and/or its affiliates (either alone
                  or in
                  conjunction with or as a part of any other word or name) or any
                  fanciful
                  characters or designs of any ESPN affiliate (a) in any advertising,
                  marketing campaign, publicity, or promotion; (b) to express or
                  to imply
                  any endorsement of Pixiem's products or services; or (c) in any
                  other way.
                  

              


      

      


      
        	e.  	
                Acknowledgements. The
                  parties acknowledge and agree that ESPN hereby reserves the right
                  to
                  exclusively license the ESPN Marks to a Third Party Distributor
                  to sell,
                  distribute, market, promote or otherwise exploit a sports game,
                  including
                  but not limited to, the wireless titles contained in Exhibit
                  B,
                  on a wireless device via a telecommunications network. In the event
                  ESPN
                  elects to grant such right to a Third Party Distributor on an exclusive
                  basis, ESPN shall provide Pixiem at least one year written notice
                  with
                  respect to such election and Pixiem shall cease to sell, distribute,
                  market, promote or otherwise exploit the applicable Wireless Game
                  prior to
                  the end of such one year sell-off period and this Agreement shall
                  terminate forthwith. For purposes of this Section 2 only, “Third
                  Party Distributor”
                  shall mean a distributor that has released a game using ESPN Marks
                  on any
                  of the following platforms (i) television console video game players
                  (e.g., Sony Playstation, Playstation 2, Playstation 3, Microsoft
                  Xbox,
                  Xbox 2, Nintendo GameCube, and each of their successor devices,
                  and newly
                  introduced devices, the principal purpose of which is, and which
                  are
                  marketed and promoted as being principally for, game playing);
                  (ii)
                  handheld video game devices (e.g., Nintendo GameBoy Advance, Nokia
                  N-Gage,
                  Nintendo Dual Screen, Sony PSP and each of their successor devices,
                  and
                  newly introduced devices, the principal purpose of which is, and
                  which are
                  marketed and promoted as being principally for, game playing);
                  and (iii)
                  Windows and Macintosh-based personal computers.


              


      

      


      In
        the
        event that ESPN requires Pixiem to cease selling one or more Wireless Games,
        then the minimum revenue guarantee set forth in Exhibit B for that year and
        all
        years going forward shall be reduced by twenty percent (20%) per game. If
        ESPN
        requires Pixiem to cease selling all Wireless Games, then Pixiem’s minimum
        revenue guarantee shall be completely eliminated. Pixiem shall have no minimum
        marketing obligations with respect to any Wireless Games that it is required
        to
        cease selling. 

      


      
        	 	
                f.

              	
                Music
                  Related Rights and Restrictions.

              


      

       

      
        


        
          
            	 	
                    (i)

                  	Pixiem acknowledges and agrees that ESPN is
                    not granting
                    any rights to the underlying compositions and/or sound recordings
                    related
                    to the Wireless Games. Pixiem shall not synchronize any of the
                    musical
                    compositions, or any part thereof, with any visual images.
                    


          

          
            	 	 	 


          

          
            	 	(ii)	To the extent that Pixiem has obtained any
                    necessary
                    blanket performance licenses from the applicable performing rights
                    societies, it shall be responsible for maintaining such rights.
                    


          

        

         

        
          
            	
                    3.

                  	
                    Ownership.

                  


          

           

        

      

      
        
          Licensing
            Agreement

          
          

        

        
          -
            4
            -

          
            

          

        

        
          
          

        

      

      
        	 	
                a.

              	
                Ownership
                  of the Source Code and Pixiem Trademarks.
                  Except as specifically set forth in this Agreement, nothing herein,
                  nor
                  the exercise of any rights granted to ESPN hereunder, conveys to
                  ESPN any
                  right, title and interest in the underlying source or object code
                  of the
                  Wireless Games or Pixiem Marks.

              


        	 	 	 


      

      
        	 	
                b.

              	
                Ownership
                  of ESPN Properties.
                  Except with respect to subsection 2(b), nothing herein, nor the
                  exercise
                  of any rights granted Pixiem hereunder, conveys to Pixiem any right,
                  title
                  and interest in and to any ESPN Marks. ESPN shall own all right,
                  title and
                  interest in the user interface and “look-and-feel” of the Wireless
                  Games.

              


      

      


      
        	 	
                c.

              	
                Goodwill.
                  All goodwill or reputation in the Pixiem Marks or (within the ESPN
                  Marks)
                  automatically vests in Pixiem or ESPN, respectively, when such
                  Marks are
                  used.

              


      

       

      
        
          
            	
                    4.

                  	
                    Services
                      to be performed by each
                      Party.

                  


          

        

      

      


      
        	 	
                a.

              	
                Services
                  to be performed by Pixiem. Pixiem
                  shall have the following rights and obligations at its sole cost
                  and
                  expense:

              


      

       

      
        
          
            	 	
                    (i)

                  	
                    Develop
                      the following single-player mobile Wireless Games, and provide
                      without
                      charge, updates, new versions, patches and/or releases, as
                      commercially
                      available throughout the Term;

                  


          

          
            	 	 	 


          

          
            	 	(ii) 	Deliver the Wireless Games to end users, carriers
                    and/or
                    operators;


          

        

         

        
          	 	
                  (iii)

                	
                  Pixiem
                    will design a user interface, and will integrate content, data
                    and ESPN
                    Marks provided by ESPN into the Wireless Games. Pixiem shall
                    develop the
                    Wireless Games in accordance with the product design specifications
                    (“Specifications”),
                    as agreed to by both Parties. The Parties shall agree to the
                    Specifications as soon as commercially practicable, but in no
                    event later
                    than thirty (30) days from execution of this Agreement. In the
                    event the
                    Parties fail to reach agreement, both Parties shall have the
                    right to
                    terminate this Agreement without any obligation to the other.
                    Except for
                    the content provided by ESPN, Pixiem shall provide or obtain
                    any necessary
                    programming and production services and materials (e.g.,
                    artwork, music, and sound) to implement the Specifications. Pixiem
                    shall
                    be solely responsible, in connection with ESPN’s use of the Pixiem
                    Technology as permitted hereunder, for (a) obtaining any required
                    consents
                    or licenses (including any required synchronization licenses)
                    of
                    artist(s), actors, performers or copyright proprietors of the
                    compositions, scripts or performances contained in the Pixiem
                    Technology;
                    and (b) payment of all fees, royalties, performance licenses,
                    or other
                    payments which may be required to be paid to any labor union,
                    including
                    without limitation, any required re-use payments and any other
                    payments to
                    ASCAP, BMI, SESAC, the American Federation of Musicians and/or
                    the
                    American Federation of Television and Radio Artists, as a result
                    of the
                    use of the Pixiem Technology; 

                


        

        


        
          	 	
                  (iv)

                	
                  Port
                    Wireless Games to the Required Handsets attached hereto as Exhibit
                    B,
                    and such other mobile handsets as may be mutually agreed upon
                    by the
                    Parties in writing; 

                


        

        


        
          	 	
                  (v)

                	
                  Conduct
                    internal testing and obtain certification that the Wireless Games
                    function
                    properly on the Required Handsets in the ESPN Territory and the
                    Pixiem
                    Territory, i.e.,
                    have passed the testing criteria required by Veritas and NSTL,
                    or provide
                    ESPN with the necessary materials as specified by NSTL and carrier
                    requirements for game submission. Pixiem must submit the Wireless
                    Games
                    for all X-Games titles, ESPN Rodeo and ESPN GOG Sporting Dogs
                    titles, as
                    of the date hereof. Pixiem will be responsible for all handset
                    porting as
                    described in subsection 4(a)(iii);

                


        

        


        
          	 	
                  (vi)

                	
                  Work
                    with ESPN to maintain carrier and operator
                    relationships;

                


        

        


        
          	 	
                  (vii)

                	
                  Manage
                    hosting and delivery of the Wireless Games to local mobile handsets
                    from
                    its demarcation point
                    to carrier networks; 

                


        

        


        
          
            Licensing
              Agreement

            
            

          

          
            -
              5
              -

            
              

            

          

          
            
            

          

        

        
          	 	
                  (viii)

                	
                  Integrate
                    community features, as mutually agreed to by the parties in writing,
                    into
                    each Wireless Game (e.g., high scores, message
                    boards);

                


        

        


        
          	 	
                  (ix)

                	
                  Pixiem
                    may use third parties to provide any or all components of its
                    hosting and
                    storage services, subject to obtaining written agreement to abide
                    by the
                    terms of this Agreement (to the extent applicable) and to permit
                    ESPN to
                    have sole approval over any aspect of use that involves any ESPN
                    Marks;

                


        

        


        
          	 	
                  (x)

                	
                  Pixiem
                    will, at its sole expense, use best efforts to promote the Wireless
                    Games
                    through all of its or its affiliates’ distribution channels including via
                    Mobile operators, MVNOs, OEMs, ISPs, portals, and other programming
                    partners; 

                


        

        


        
          	 	
                  (xi)

                	
                  Publish,
                    market, advertise, publicize and promote the Wireless Games within
                    the
                    Pixiem Territory; 

                


        

        


        
          	 	
                  (xii)

                	
                  Provide
                    ESPN with a summary of the terms of its agreements with each
                    mobile
                    operator with whom Pixiem intends to publish a Wireless Game
                    at least
                    ninety (90) days in advance. If ESPN is able to publish a Wireless
                    Game
                    with that operator on more favorable terms to ESPN, ESPN may
                    exercise the
                    option set forth in Paragraph 4(b)(ii);
                    and

                


        

        


        
          	 	
                  (xii)

                	
                  Subject
                    to the conditions, terms and procedures of this Agreement, Pixiem
                    will use
                    commercially reasonable efforts to perform ancillary services
                    that are
                    necessary, proper and/or advisable in connection with this Agreement,
                    including but not limited to attending meetings and providing
                    necessary
                    updates to the underlying technology of the Wireless Games.
                    

                


        

         

      

      
        	 	
                b.

              	
                Services
                  to be performed by ESPN. ESPN
                  shall have the following rights and obligations at its sole cost
                  and
                  expense:

              


      

       

      
        
          	 	(i)	
                  Publish,
                    market and license the Wireless Games within the ESPN Territory,
                    subject
                    to the prior reasonable approval of Pixiem. Pixiem hereby approves
                    the
                    Mobile ESPN service in advance; 

                


        

        
          	 	 	 


        

        
          	 	(ii) 	Review the Wireless Games and provide to Pixiem
                  any
                  change requirements for the Wireless Games within ninety (90) business
                  days prior to handset porting process;
                  and


        

        
          	 	 	 


        

        
          	 	
                  (iii)

                	
                  If
                    ESPN is able to publish a Wireless Game with a mobile operator
                    on
                    financial terms that are more favorable to ESPN than it would
                    receive if
                    Pixiem published a Wireless Game with that operator, then ESPN
                    may, by
                    giving written notice to Pixiem, publish the Wireless Game with
                    such
                    operator. If ESPN exercises the foregoing option, it shall be
                    responsible
                    for promptly publishing the Wireless Game with such mobile operator
                    and
                    taking all commercially reasonable steps necessary or desirable
                    in
                    connection with such
                    publication.

                


        

      

      


      
        	 	
                c.

              	
                Restrictions
                  on Pixiem.
                  

              


      

      
        	 	 	 


      

      
        	 	 	
                (i)
                  

              	
                Except
                  specifically provided for herein, Pixiem agrees not to permit any
                  Wireless
                  Games to be downloaded to any Required Handset outside of the Pixiem
                  Territory.

              


      

      


      
        	 	 	
                (ii)

              	
                Pixiem
                  agrees not to permit the download of the Wireless Games to any
                  handset or
                  device, other than the Required Handsets listed on Exhibit B and
                  any
                  future handsets mutually agreed upon by the
                  Parties.

              


      

      


      
        
          Licensing
            Agreement

          
          

        

        
          -
            6
            -

          
            

          

        

        
          
          

        

      

      
        	
                5.

              	
                Division
                  of Revenue. 

              


      

      


      
        	 	
                a.

              	
                Payments.
                  The
                  Parties acknowledge that carriers (e.g.,
                  Verizon, Sprint, etc.) shall be responsible for collecting payments
                  from
                  their end users for access to the Wireless Games. The carriers
                  shall be
                  instructed to remit the retail price proceeds minus any cost charged
                  by
                  the carriers, adjustments, refunds and/or applicable
                  taxes.

              


      

      


       

      
        	 	
                b.

              	
                Taxes.
                  Neither party hereunder is liable for any income tax obligations
                  to which
                  the other party is subject. If, pursuant to applicable tax law,
                  a
                  withholding tax is or reasonably could be imposed (as reasonably
                  determined in good faith by Pixiem) on Pixiem’s payments to ESPN, Pixiem
                  may deduct from such payments the appropriate (as reasonably determined
                  in
                  good faith by Pixiem) amount of withholding taxes so imposed. In
                  addition,
                  Pixiem and ESPN agree that: 

              


      

      
        	 	 	 


      

      
        	(i)  	
                All
                  sums payable by Pixiem hereunder shall be due and payable in United
                  States
                  dollars and paid by telegraphic transfer to ESPN's bank account.
                  Except as
                  provided below, Pixiem shall not deduct or withhold any tax from
                  the
                  amounts due to ESPN under this Agreement and all payments shall
                  be net of
                  any customs, bank or transfer or similar fees or charges. If pursuant
                  to
                  the applicable tax law, a withholding tax is imposed on Pixiem’s payments
                  to ESPN, Pixiem may deduct from such payments the appropriate amount
                  of
                  withholding taxes so imposed, on the express condition
                  that:

              


      

      


      (A) contemporaneously
        with each payment under this Agreement, Pixiem furnishes ESPN all withholding
        tax receipts or other government certifications evidencing all taxes withheld
        from such payment;

      


      (B) Pixiem
        cooperates with ESPN and furnishes ESPN with any other information or
        documentation reasonably requested by ESPN from time to time so as to enable
        ESPN to adequately support any foreign tax credit claimed by ESPN that is
        attributable to the taxes withheld by Pixiem;

      


      (C) to
        the
        extent the relevant income tax treaties provide for an exemption from or
        a
        reduced rate of withholding for taxes with respect to payment, consideration
        or
        remuneration under this Agreement, Pixiem shall apply such exemption or reduced
        rate of withholding in deducting from any amount paid pursuant to this Agreement
        and shall assist ESPN in filing any documentation necessary for Pixiem to
        apply
        such exemption or reduced rate of withholding;

      


      (D) in
        addition to any and all legal and equitable rights and remedies available
        to
        ESPN, Pixiem indemnifies ESPN for any disallowed foreign tax credits, including
        any interest and penalties associated with such disallowed foreign tax credits,
        attributable to Pixiem's failure to timely provide the documentation required
        hereunder and otherwise comply with the provisions of this subsection;
        and

       

      (E)
Pixiem's
        obligations under the provisions of this subsection survive termination,
        cancellation or expiration of this Agreement.

      


      
        	 	
                c.

              	
                Royalty.
                  In
                  consideration for the licenses granted in Section 2 of this Agreement,
                  the
                  parties agree to pay each other the royalty amounts set out in
                  Exhibit
                  B
                  attached hereto during the Term. After the termination or expiration
                  of
                  this Agreement ESPN shall have no further obligation to Pixiem
                  in the
                  future regardless as to whether ESPN continues to sell, distribute,
                  market, license or otherwise exploit the Wireless
                  Games.

              


      

       

      
        	 	
                d.

              	
                Payment
                  and Reports.
                  The Publisher shall pay the Royalty amounts, and provide a royalty
                  report,
                  within forty-five (45) days after the end of each calendar quarter
                  during
                  which such Net Revenue was collected. The royalty report shall
                  detail
                  Gross Revenue received and the deductions thereto, Pixiem royalties,
                  ESPN
                  royalties, and an itemized listing of purchases per title for each
                  Wireless Game, for each Wireless Carrier. The
                  Publisher shall deliver the royalty report whether or not any Royalty
                  is
                  actually due for the affected calendar
                  quarter.

              


      

      


      
        
          Licensing
            Agreement

          
          

        

        
          -
            7
            -

          
            

          

        

        
          
          

        

      

      
        	 	
                e.

              	
                Audits.
                  During the term of this Agreement, and for a period of two (2)
                  years
                  thereafter, the parties may, at its expense, inspect the books
                  and records
                  of each other directly related to its receipt of Gross Revenue
                  by an
                  accountant mutually acceptable to the Parties, not more than once
                  per
                  calendar year, upon reasonable prior written notice, during normal
                  business hours. The royalty reports are considered final, and not
                  auditable, after twelve (12) months from the date of delivery to
                  the
                  respective Party. Should an audit reveal an underpayment to either
                  Party
                  of ten percent (10%) or more, the offending Party shall reimburse
                  the
                  other for the reasonable audit costs associated with this Agreement
                  plus
                  any underpayment.

              


      

      


      
        	
                6.

              	
                Advertising.
                  ESPN
                  shall own all ad inventory (and retain any revenue associated therewith)
                  in connection with any advertising or promotion appearing within
                  or in
                  connection to a Wireless Game. Pixiem may not sell advertising
                  nor target
                  only those consumers who have signed up to receive the Wireless
                  Games
                  solely because of their subscription to such content, e.g., no
                  targeting
                  of an “ESPN user base”. Pixiem may advertise the existence of the Wireless
                  Games subject to ESPN prior approval of such marketing
                  materials.

              


      

      


      
        	
                7.

              	
                Support
                  Service.
                  Pixiem is responsible for providing Tier 2 and Tier 3 support to
                  ESPN and
                  the carriers distributing the Wireless Games prior to the Launch
                  Date for
                  each Wireless Game. In the event ESPN is unable to secure, at rates
                  and
                  under terms and conditions reasonably acceptable to ESPN for Tier
                  1
                  support from the carriers, then Pixiem shall also provide such
                  support. If
                  ESPN causes a carrier to provide Tier 1 support then Pixiem shall
                  also be
                  promptly available to answer questions related to the Tier 1 support
                  provided to the end-users for such carriers (or ESPN). Pixiem agrees
                  to
                  respond Tier 2 problems within two (2) business hours of a request
                  to do
                  so, and to Tier 3 problems within five (5) business hours of such
                  a
                  request, and to work expeditiously, ahead of other commitments,
                  to resolve
                  issues related thereto. In the event Pixiem is responsible for
                  Tier 1
                  support, it shall respond to Tier 1 questions within fifteen (15)
                  minutes
                  of a request to do so; provided however if Pixiem is responding
                  directly
                  to a consumer, the response time shall be within three (3) rings
                  and in
                  any event less than sixty (60) seconds on hold time. Pixiem shall
                  insure
                  that its help desk representatives are monitored, (i.e.,
                  notice to end-users that conversations may be recorded), so as
                  to enable
                  it (or ESPN) to confirm compliance with the terms of its support
                  obligations. Pixiem shall configure its systems to permit ESPN
                  to monitor
                  simultaneously if desired. If in the determination of ESPN, the
                  Parties
                  are unable to obtain such commitments from the wireless carrier,
                  Pixiem
                  will assume such Tier 1 responsibilities only upon a renegotiation
                  of the
                  Pixiem Royalty of this Agreement, based upon the documented costs
                  of
                  providing such Tier 1 services, in connection with this Agreement
                  to the
                  wireless carrier. For purposes of this Agreement, “Tier
                  1 Customer Support”
                  shall include questions and issues dealing with basic use and features
                  of
                  the Wireless Games (e.g.,
                  “How customers use the games”); “Tier
                  2 Customer Support”
                  shall include issues dealing specifically with handset functions
                  and
                  platforms developed by Pixiem and “Tier
                  3 Customer Support”
                  shall include issues specific to Pixiem functionality and platforms
                  developed by Pixiem. 

              


      

       

      
        	
                8.

              	
                Term
                  and Termination. 

              


      

      


      
        	 	
                a.

              	
                Term.
                  The term of this Agreement (the “Term”)
                  shall begin on the Effective Date and expire three (3) years after
                  the
                  Launch Date of the Wireless Games, unless terminated earlier pursuant
                  to
                  this Agreement. 

              


      

      


      
        	 	
                b.

              	
                Termination
                  for Failure to Meet Specifications.
                  If
                  any of the handsets on the Required Handsets do not pass internal
                  testing
                  or certification, Pixiem shall correct the problem as soon as reasonably
                  practicable and resubmit for internal testing or certification,
                  but no
                  later than thirty (30) business days after notification of the
                  problem. If
                  Pixiem fails to meet the conditions of this subsection 9(b), ESPN
                  shall
                  have the sole right to terminate this Agreement upon thirty (30)
                  days’
                  prior written notice.

              


      

      


      
        
          Licensing
            Agreement

          
          

        

        
          -
            8
            -

          
            

          

        

        
          
          

        

      

      
        	 	
                c.

              	
                Termination
                  for Material Breach.
                  Either party may terminate this Agreement for a material breach
                  by the
                  other party that is not cured to the reasonable satisfaction of
                  the
                  non-breaching party within such 30-day period; provided however,
                  that with
                  respect to Wireless Games already delivered and paid for, Pixiem’s sole
                  remedy shall be an action at law for damages (and not a right to
                  terminate
                  the Agreement).

              


      

      


      
        	 	
                d.

              	
                Termination
                  for Convenience.
                  This Agreement may be terminated by ESPN, on ninety (90) days’ written
                  notice to Pixiem, at any time for any reason whatsoever.
                  

              


      

      


      
        	 	
                e.

              	
                No
                  Prejudice.
                  Save as otherwise provided above, the Parties’ right to terminate this
                  Agreement is without prejudice to, and shall not affect any other
                  remedies
                  available to Parties.

              


      

      


      
        	
                9.

              	
                Confidentiality
                  Agreement. 

              


      

      


      
        	 	
                a.
                  

              	
                Confidential
                  Material.
                  For a period of one (1) year after Confidential Material is disclosed,
                  the
                  Receiving Party shall not use Disclosing Party’s Confidential Material for
                  any purpose other than to exercise or perform its rights or obligations
                  under this Agreement. Receiving Party shall not, without the prior
                  written
                  consent of Disclosing Party, copy or otherwise reproduce Disclosing
                  Party’s Confidential Material, or disclose, disseminate or otherwise
                  communicate, in whole or in part, Disclosing Party’s Confidential Material
                  to any third party except to affiliates, officers, directors, employees
                  or
                  advisors (including, but not limited to tax and legal representatives)
                  of
                  Receiving Party who need to know the Confidential Material and
                  who will
                  have undertaken to treat the Confidential Material in accordance
                  with the
                  provisions of this Section. Receiving Party further agrees that
                  it shall
                  safeguard Disclosing Party’s Confidential Material from disclosure and,
                  use commercially reasonable efforts to ensure non-disclosure, which
                  efforts shall be commensurate with those Receiving Party uses to
                  protect
                  the confidentiality of its own Confidential Material. In the event
                  that
                  Receiving Party becomes compelled by law or order of court or
                  administrative body to disclose any Disclosing Party’s Confidential
                  Material, Receiving Party shall be entitled to disclose such Confidential
                  Material provided that: (i) Receiving Party provides Disclosing
                  Party with
                  prompt prior written notice of such requirements to allow Disclosing
                  Party
                  to take any necessary action to safeguard the Confidential Material;
                  and
                  (ii) if required to do so, Receiving Party shall furnish only that
                  portion
                  of Disclosing Party’s Confidential Material which is legally required to
                  be disclosed and shall exercise its commercially reasonable efforts
                  to
                  obtain assurances that Confidential Material will be treated in
                  confidence.

              


      

      


      
        	 	
                b.

              	
                Remedies.
                  Receiving Party acknowledges and agrees that Disclosing Party may
                  be
                  irreparably injured by a breach of this Agreement and that Disclosing
                  Party may be entitled to seek equitable relief, including a restraining
                  order, injunctive relief, specific performance and any other relief
                  that
                  may be available from any court to prevent breaches of this Agreement
                  and
                  to enforce specifically the terms and provisions hereof in any
                  action
                  instituted in any court having subject matter jurisdiction, in
                  addition to
                  any other remedy to which Disclosing Party may be entitled at law
                  or in
                  equity in the event of any breach of the provisions hereof. Such
                  remedies
                  shall not be deemed to be the exclusive remedies for a breach of
                  this
                  Agreement, but shall be in addition to all other remedies available
                  at law
                  or in equity.

              


      

      


      
        	 	
                c.

              	
                Return
                  of Confidential Material.
                  Upon the Disclosing Party’s request and, in any event, when this Agreement
                  has expired or terminated, the Receiving Party will promptly return
                  to the
                  Disclosing Party or destroy, except for one copy of Disclosing
                  Party’s
                  Confidential Material, which may be retained for evidence purposes
                  only:
                  (i)
                  all Confidential Material that has been supplied by the Disclosing
                  Party
                  and is in the Receiving Party’s possession or control, except for any
                  ESPN’s Confidential Material that is part of the Wireless Games;
                  and
                  (ii) all analyses, studies, or other materials, or part thereof,
                  that were
                  created by the Receiving Party and that are based on or contain
                  Confidential Material of the Disclosing
                  Party.

              


      

      


      
        
          Licensing
            Agreement

          
          

        

        
          -
            9
            -

          
            

          

        

        
          
          

        

      

      
        	 	
                d.

              	
                Ownership.
                  Nothing in this Section 9 is to be construed as granting Receiving
                  Party
                  any title, ownership, license or other right or interest in any
                  of
                  Disclosing Party’s Confidential Material, or to any Intellectual Property
                  Right of Disclosing Party therein.

              


      

       

      


      
        	 	
                e.

              	
                Independent
                  Information.
                  The Disclosing Party acknowledges that the Receiving Party may
                  develop
                  information internally or receive information from other parties
                  that is
                  similar to the Confidential Material. Accordingly, nothing in this
                  Agreement should be construed as a representation or agreement
                  that the
                  Receiving Party has not or will not develop or have developed products,
                  concepts, systems or techniques contemplated by or embodied in
                  the
                  Confidential Material, provided that the Receiving Party does not
                  violate
                  any of its obligations under this Agreement in connection with
                  such
                  development. No discussions and/or communications between the Parties
                  hereunder or otherwise will: (i) serve to impair the right of either
                  Party
                  to develop, make, use, procure, and/or market products or services
                  now or
                  in the future that other information to the other; (ii) result
                  in any
                  obligation on the part of either Party to enter into any further
                  agreement
                  of any kind; or (iii) constitute an option, grant or license to
                  the
                  Receiving party under any patent or other rights now or hereinafter
                  held
                  by the Disclosing Party.

              


      

       

      


      
        	 	
                f.

              	
                Survival.
                  The
                  restriction or use of Confidential Material shall expire five (5)
                  years
                  after the Launch Date. 

              


      

      


      
         

        
          
            
              	
                      10.

                    	
                      Warranties,
                        Indemnification and No Consequential
                        Damages.

                    


            

          

        

         

      

      
        	 	
                a.

              	
                Pixiem.
                  Pixiem
                  represents and warrants that: (i) the Wireless Games and Pixiem
                  Technology
                  do not and will not infringe upon the rights of any person or entity,
                  including without limitation any Intellectual Property, and will
                  not
                  defame or otherwise libel any person, nor violate any law, (ii)
                  the
                  Wireless Games and Pixiem Technology are free of viruses, trap
                  doors,
                  executable files virus, Trojan horse, worm or any other software
                  routines
                  or hardware components designed to disable, erase, or otherwise
                  harm
                  software, hardware, data, text or any other information stored
                  in
                  electronic form; (iii) the Wireless Games and Pixiem Technology
                  are either
                  original to Pixiem, or Pixiem has acquired all necessary consents
                  and
                  licenses from any third parties to grant and exercise the rights
                  in this
                  (including, without limitation any required of engineers, artist(s),
                  actors, performers or copyright proprietors of materials contained
                  in the
                  Wireless Game and Pixiem Technology); and (iv) it shall be solely
                  responsible for payment of all fees, royalties, performance licenses,
                  or
                  other payments which may be required to be paid to any third as
                  a result
                  of the use of the Pixiem Technology or Wireless Game.
                  

              


      

      


      
        	 	
                b.

              	
                ESPN.
                  ESPN
                  warrants and represents that the titles of the Wireless Games do
                  not
                  infringe upon the right of any third party.


              


      

      


      
        	 	
                c.

              	
                Mutual.
                  Each Party represents and warrants that it owns rights, title and
                  interest
                  in the Intellectual Property Rights licensed herein and/or that
                  it has the
                  authority to make the transfers and grant the licenses granted
                  hereunder.
                  The Parties hereby warrant and represent that they have full legal
                  rights
                  and authority to enter into this Agreement and to perform their
                  obligations hereunder. 

              


      

       

      
        	 	
                d.

              	
                Indemnification.
                  ESPN agrees to and shall indemnify, defend and hold harmless Pixiem
                  and
                  its affiliates and its and their directors, shareholders, officers,
                  agents, employees, successors and assigns from and against any
                  and all
                  third party claims, demands, suits, judgments, damages, costs,
                  losses and
                  expenses (including reasonable attorneys’ fees and expenses)
                  (collectively, “Losses”)
                  arising out of any breach or alleged breach by ESPN of this Agreement.
                  Pixiem agrees to and shall indemnify, defend and hold harmless
                  ESPN and
                  its parent and affiliates and its and their directors, shareholders,
                  officers, agents, employees, successors and assigns from and against
                  any
                  and all Losses arising out of (i) the underlying technology of
                  the
                  Wireless Games, and/or (ii) any breach or alleged breach by Pixiem
                  of this
                  Agreement. 

              


      

       

      
        
          Licensing
            Agreement

          
          

        

        
          -
            10
            -

          
            

          

        

        
          
          

        

      

      
        	 	
                e.

              	
                Procedure.
                  The party requesting indemnification (the “Indemnitee”)
                  shall notify the other party (the “Indemnitor”)
                  in writing as soon as practicable of a claim for indemnification.
                  The
                  Indemnitor shall afford the Indemnitee the opportunity to participate,
                  at
                  the Indemnitee’s expense, in the defense of any such claim; provided
                  however that the Indemnitor shall have the right to control all
                  aspects of
                  the handling of such claim, including but not limited to selection
                  of
                  counsel, compromise, settlement or other resolution of such claim.
                  Without
                  limiting the generality of the foregoing, if the Indemnitor fails
                  or
                  refuses to assume the defense of any claim to which its indemnity
                  applies
                  (whether or not suit has formally been brought), it shall be responsible
                  for payment of any settlement of such claim reached by the Indemnitee,
                  as
                  well as the costs and expenses (including reasonable attorneys’ fees) as
                  incurred by the Indemnitee in defending such claim (or reaching
                  a
                  settlement). Notwithstanding the foregoing, a party may not settle
                  or
                  compromise any claim without the prior express written consent
                  of the
                  other party (not to be unreasonably
                  withheld).

              


      

       

      
        	 	
                f.

              	
                No
                  Consequential Damages.
                  Except with respect to indemnification claims, neither party shall
                  be
                  liable to the other or any third party for any liquidated, indirect,
                  consequential, exemplary or incidental damages (including damages
                  for loss
                  of business profits, business interruption, loss of business information,
                  and the like) arising out of this Agreement, even if it has been
                  advised
                  of the possibility of such damages.


              


      

       

      
        	 	
                g.

              	
                Liability
                  Cap.
                  EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10; IN NO
                  EVENT SHALL A PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE
                  TOTAL AMOUNTS DUE BY THAT PARTY TO THE OTHER PARTY DURING THE 18-MONTH
                  PERIOD PRECEDING THE DATE OF THE
                  CLAIM.

              


      

       

      

        
          	
                  11.

                	
                  Non-Disparagement.
                    Each Party agrees not to disparage the other
                    Party.

                


        

         

        
          
            	
                    12. 

                  	
                    Ownership
                      of Information.
                      Any information provided by ESPN to Pixiem shall be exclusively
                      owned by
                      ESPN and shall be used by Pixiem solely for purposes that further
                      this
                      Agreement. Any information provided by Pixiem to ESPN may be
                      used by
                      either Party in any manner. 

                  


          

          
            	 	 


          

          
            	
                    13.

                  	
                    End
                      User Data and Reports.

                  


          

        

         

      

      
        
          	 	
                  a.

                	
                  End
                    User Data.
                    Subject to the terms, conditions and procedures of this Agreement,
                    Pixiem
                    and ESPN may collect, but agree to share with each other, non-personally
                    identifiable data about customers and their use of the Wireless
                    Games,
                    including research reports. ESPN shall own and retain all right,
                    title and
                    interest in and to all user data information. In no event shall
                    Pixiem
                    sell and/or rent the end user data to any third party.
                    

                


        

        
          	 	 	 


        

        
          	 	b.	Privacy and Compliance with Laws.
                  Each of Party shall ensure that the collection and use by such
                  Party of
                  any end user information or data in connection with the purchase,
                  use or
                  operation of the Wireless Games complies in all respects with all
                  applicable privacy laws, regulations and policies. In addition,
                  each Party
                  agrees to perform any and all acts necessary to ensure that the
                  collection, use, or disclosure of end user data is in full compliance
                  with
                  all applicable laws relating to the collection of such information,
                  including without limitation all applicable privacy legislation.
                  


        

      

       

      
        	 	
                c.

              	
                Reports.
                  Each Party will ensure that a monthly report of information in
                  its
                  possession for services related to the delivery of Wireless Games,
                  including: (i) the total revenue associated with the Wireless Games;
                  (ii)
                  the number of monthly downloads of Wireless Games by title, the
                  total
                  revenue due to the other Party hereunder; and (iii) the number
                  of times
                  end users have purchased Wireless Games, (iv) the number of subscription
                  cancellations for each Wireless Game, and (v) other information
                  as
                  reasonably requested by ESPN and readily obtainable by Pixiem.
                  

              


      

      


      
        	 	
                d.

              	
                Security.
                  Each Party shall employ administrative, physical, and technical
                  safeguards
                  that are designed to prevent the unauthorized collection, access,
                  use, and
                  disclosure of user data (“Security
                  Safeguards”).
                  With respect to user data, each Party shall (i) provide at least
                  the
                  Security Safeguards it provides for its Confidential Material,
                  but in no
                  event less than the industry practice for information security,
                  as such
                  standards may change from time to time (the “Security
                  Standard”);
                  (ii) encrypt, for transport and storage, all user data in a manner
                  that a
                  Party reasonably believes meets or exceeds the Security Standard;
                  (iii)
                  inform its employees, agents, and contractors who have a need to
                  access
                  and use user data for legitimate business purposes (each an “Authorized
                  Representatives”)
                  on privacy, security, and confidentiality obligations hereunder;
                  (iv)
                  ensure that only Authorized Representatives may access user data,
                  on a
                  need-to-know basis. Each Party is responsible for the acts and
                  omissions
                  of its Authorized Representatives. 

              


      

      
         

        
          
            Licensing
              Agreement

            
            

          

          
            -
              11
              -

            
              

            

          

          
            
            

          

        

        
          	
                  14.

                	
                  Choice
                    of Law and Venue. This
                    Agreement has been entered into and delivered in the State of
                    New York and
                    the validity, interpretation and legal effect of this Agreement
                    shall be
                    governed by and construed in accordance with the internal laws
                    of the
                    State of New York applicable to contracts entered into and performed
                    entirely within the State of New York. Only the New York courts
                    (state and
                    federal) will have jurisdiction over any controversies regarding
                    this
                    Agreement, and the transactions contemplated by this Agreement;
                    any action
                    or other proceeding which involves such a controversy will be
                    brought in
                    those courts, in New York County, and not elsewhere. Each Party
                    hereby
                    irrevocably submits to the jurisdiction of the New York courts
                    (state and
                    federal) in any such action or proceeding and irrevocably waives
                    any right
                    to contest the jurisdiction (in rem or in personam) or power
                    or decision
                    of that court within or without the United States other than
                    appropriate
                    appellate courts having jurisdiction over appeals from such court(s).
                    Each
                    party also irrevocably waives any defense of inconvenient forum
                    to the
                    maintenance of any such action or proceeding. Any process in
                    any action or
                    proceeding may, among other methods, be served upon a party hereto
                    by
                    delivering or mailing it the addresses first set above. Any such
                    delivery
                    or mail service shall be deemed to have the same force and effect
                    as
                    personal service within the State of New
                    York.

                


        

      

      


      
        	
                15.

              	
                Force
                  Majeure.
                  No Party to this Agreement shall be liable to the other Party for
                  any
                  failure or delay in fulfilling an obligation hereunder, if said
                  failure or
                  delay is attributable to circumstances beyond its reasonable control,
                  including, but not limited to, any fire, power failure, labor dispute
                  or
                  government measure (“Force
                  Majeure”);
                  provided that, the Party relying upon this Section 16 (a) shall
                  have given
                  the other Party written notice thereof promptly and, in any event,
                  within
                  five (5) days of discovery thereof; and (b) shall take all steps
                  reasonably necessary to mitigate the effects of the Force Majeure
                  Event
                  upon which such notice is based. The Parties agree that the deadline
                  for
                  fulfilling the obligation in question shall be extended for a period
                  of
                  time equal to that of the continuance of the Force Majeure. Both
                  Parties
                  shall use all commercially reasonable efforts to minimize the effect
                  of
                  the Force Majeure on its performance under this Agreement. Notwithstanding
                  the continuance of an event of Force Majeure, both Parties may
                  not delay
                  performance of its obligations under any circumstances by more
                  than thirty
                  (30) Business Days, otherwise either Party may terminate this Agreement.
                  Each of the Parties acknowledge and agree that this Section shall
                  not
                  limit the rights reserved under Section 16
                  hereunder.

              


      

      


      
        	
                16.

              	
                Severability.
                  Each
                  and every clause of this Agreement is severable from the whole
                  and shall
                  survive unless the entire Agreement is declared
                  unenforceable.

              


      

      


      
        	
                17.

              	
                Delivery
                  of Notices and Payments. Unless
                  otherwise directed in writing by the Parties, all notices given
                  hereunder
                  shall be sent via Federal Express or another equivalent express
                  delivery
                  service to the addresses set forth on the first page of this Agreement.
                  All notices, requests, consents and other communications under
                  this
                  Agreement shall be in writing and shall be deemed to have been
                  delivered
                  on the business day after the date sent via Federal Express or
                  other
                  equivalent express delivery service. All payments pursuant to this
                  Agreement shall be made in U.S. Dollars. Notwithstanding the foregoing,
                  termination pursuant to Section 8 and/or amendments and/or waivers
                  pursuant to Section 23 may be conducted via
                  facsimile.

              


      

      


      
        	
                18.

              	
                Entire
                  Agreement. This
                  Agreement represents the entire agreement, and supersedes all prior
                  understandings or agreements, oral or written, between the Parties
                  with
                  respect to the subject matter
                  hereof.

              


      

       

      
        	
                19.

              	
                Assignability.
                  Neither
                  Party may assign this Agreement without the other party’s prior written
                  permission, except that ESPN may assign this Agreement to any affiliate
                  company (upon written notice to the Pixiem) so long as ESPN remains
                  liable
                  for all of its obligations hereunder. All other assignments, unless
                  approved in writing, shall be deemed void. This Agreement shall
                  be binding
                  upon the successors and permitted assigns of each party.
                  

              


      

      


      
        
          Licensing
            Agreement

          
          

        

        
          -
            12
            -

          
            

          

        

        
          
          

        

      

      
        	
                20.

              	
                Not
                  a Partnership. This
                  Agreement does not constitute and shall not be construed as constituting
                  a
                  partnership or joint venture among the Parties hereto, or an
                  employee-employer relationship. No Party shall have any right to
                  obligate
                  or bind any other Party in any manner whatsoever, and nothing herein
                  contained shall give, or is intended to give, any rights of any
                  kind to
                  any third persons.

              


      

      


      
        	
                21.

              	
                Counterparts.
                  This
                  Agreement may be executed in several counterparts, each of which
                  will be
                  deemed to be an original, and each of which alone and all of which
                  together, shall constitute one and the same instrument, but in
                  making
                  proof of this Agreement it shall not be necessary to produce or
                  account
                  for each copy of any counterpart other than the counterpart signed
                  by the
                  Party against whom this Agreement is to be enforced. This Agreement
                  may be
                  transmitted by facsimile, and it is the intent of the Parties for
                  the
                  facsimile of any autograph printed by a receiving facsimile machine
                  to be
                  an original signature and for the facsimile and any complete photocopy
                  of
                  this Agreement to be deemed an original
                  counterpart.

              


      

      


      
        	
                22.

              	
                Amendment
                  and Waiver.
                  No
                  amendment or waiver to this Agreement shall be binding unless approved
                  in
                  writing by both Parties. A waiver shall in no event be deemed a
                  continuing
                  waiver unless specifically so designated in
                  writing.

              


      

      


      
        	
                23.

              	
                Captions.
                  Section
                  or paragraph headings used in this Agreement are for reference
                  purposes
                  only, and shall not be used in the interpretation hereof. Words
                  in the
                  singular include the plural and vice-versa and words in one gender
                  include
                  all genders. The terms “including” and “includes” shall be deemed to be
                  followed by the statement “without limitation” and neither of these terms
                  shall be construed to limit any word or statement it follows to
                  the
                  specific or similar terms or matters immediately following it.
                  No
                  provision of this Agreement shall be construed against either Party
                  as the
                  drafter thereof.

              


      

      


      
        	
                24.

              	
                Survival
                  of Agreement. Upon
                  termination or expiration of this Agreement for any reason, the
                  following
                  provisions of this Agreement shall survive: Sections 1, 3, 5(d)-(f),
                  10,
                  11(d)-(f), 12-24.

              


      

      


      


      IN
        WITNESS WHEREOF,
        the
        Parties have executed this Agreement on the date first set forth above.


      


      


      
        	PIXIEM
                INC. 	 	 	ESPN
                ENTERPRISES, INC. 
	/s/ Hong
                Suk Lee	 	 	/s/ Manish
                Jha
	
                
                  

                

                Hong Suk Lee

                President and CEO

              	 	 	
                
Manish
                Jha
                SVP

              
	September
                27, 2005	 	 	September 30, 2005
	 	 	 	 


      

      
        
          Licensing
            Agreement

          
          

        

        
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            13
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