License Agreement Regarding DVD Distribution with VCX, LTd., Inc.


    
      

    

    Exhibit
      10.31

     

    
 

    Licensing
      Agreement Regarding DVD Distribution

    


    
      	 	
              1)

            	
              This
                agreement is made as of this 20th
                day
                of December,
                2006,
                by and between NuTech
                Digital, Inc. a
                California corporation located at P.O. Box 260678, Encino, California
                91426-0678 (hereafter referred to as “Licensor”)
                and VCX
                Ltd., Inc. a
                Nevada Corporation located at 3430 Precision Drive, North Las Vegas,
                NV
                89032 (hereafter referred to as “Licensee”).

            


    

    


    
      	 	
              2)

            	
              Licensor
                hereby grants to Licensee throughout North America (hereafter referred
                to
                as “Territory”), the exclusive right to distribute and sell the DVD’s,
                titles
                furnished as finished product by Licensor only
                as
                listed on “Attachment A” of this agreement, through the remainder of the
                licensing agreements for North America as documented in “Attachment
                A”.

            


    

    


    
      	 	
              3)

            	
              The
                whole, subject to the following terms and
                conditions:

            


    

    


    
      	 	
              A)

            	
              “Titles”
                as used in this agreement shall mean the sixty three (63) titles
                listed in
                “Attachment A”.

            


    

    


    
      	 	
              B)

            	
              “Licensor”
                shall provide to “Licensee” a current customer list with contact
                information for all wholesale customers that have been sold the titles
                in
                “Attachment A” in the last two
                years.

            


    

    


    
      	 	
              C)

            	
              Both
                “Licensor” and “Licensee” will make separate announcements to the public
                and their customer base detailing the fact that “Licensee” has acquired
                the exclusive North American DVD distribution rights to the 63
                titles.

            


    

    


    
      	 	
              D)

            	
              “Licensor”
                will retain the rights to fulfill retail sales through it’s own
                websites.

            


    

    


    
      	 	
              E)

            	
              “Licensor”
                will not fulfill any wholesale orders for the titles listed on “Attachment
                A” of this agreement during the term of this agreement. Any inquiries
                for
                said product will be referred to “Licensee” during the term of this
                agreement.

            


    

    


    
      	 	
              F)

            	
              Defective
                materials will be either returned for future credit or exchanged
                for new
                product. Defectives are those that are discovered upon the initial
                inspection at “Licensee’s” warehouse, and not those that occur due to
                material handling or shipping by “Licensee” or its agent. The only
                exception to this is discs which will not play because of encoding
                problems. Prior to “Licensee” shipping these products, “Licensor’s”
                responsibility to consist of:

            


    

    
      	 	
              1)

            	
              Loose
                in Case

            


    

    
      	 	
              2)

            	
              Scratched
                Disc

            


    

    
      	 	
              3)

            	
              Outer
                packaging damage

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    
      	 	
              G)

            	
              “Licensor”
                will invoice “Licensee” at the rate of $1.50 per finished package for the
                current inventory to be shipped as detailed on “Attachment B” which
                currently is estimated at 22,696 pieces and for the current order
                at
                L&M for an additional 1,000 pieces each of 21 titles for an estimated
                total piece count of 43,696.

            


    

    


    
      	 	
              H)

            	
              “Licensee”
                shall wire 50% of the funds due within 48 hours of the signing of
                this
                agreement to the following:

            


    

    NuTech
      Digital, Inc.

    City
      National Bank

    818-988-4262

    16133
      Ventura Boulevard

    Encino,
      CA 91436

    ABA
      122016066

    Account
      #
      024964094

    


     

    
      	 	
              I)

            	
              “Licensee”
                shall wire remaining 50% of the funds due within 15 days of the initial
                payment. Allowances may be made at that time for “Defectives” as outlined
                herein, shortages or other problems which may affect final shipped
                quantity. 

            


    

    


    
      	 	
              J)

            	
              Any
                re-orders from “Licensee” will be filled as quickly as possible by
                “Licensor”. “Licensee” agrees that minimum re-order quantity will be 1,000
                (one thousand) pieces and that the price for those future re-orders
                will
                be fixed at $1.50 per finished package. Terms for re-orders to be
                as
                follows: 50% with order and 50% upon
                delivery.

            


    

    


    
      	 	
              K)

            	
              “Licensor”
                agrees that it will not compete with “Licensee” in any new physically
                delivered technology during the term of this agreement. This would
                specifically include any Hi-Definition or Blue-Ray technology.
                

            


    

    


    


    In
      witness thereof, the parties hereto have hereunto affixed their respective
      signatures as of the day and year above first mentioned:

    


    Lee
      Kasper President

     

    /s/
      Lee
      Kasper                                          
      /s/ David H. Sutton, President

    Licensor
      Name & Title   Licensee
      Name & Title

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    _____________________________ ______________________________

    Licensor
      Signature    Licensee
      Signature

    


    Licensor
      Fax: (818) 906-1156 Licensee Fax: (702) 638-4321

    


    Notices:

    


    If
      to
“Licensor”:

    


    Lee
      Kasper

    NuTech
      Digital, Inc.

    P.O.
      Box
      260678

    Encino,
      CA 91426-0678

    (818)
      906-2899 phone

    (819)
      906-1156 fax

    


    If
      to
“Licensee”:

    


    David
      Sutton

    VCX
      Ltd.,
      Inc.

    3430
      Precision Drive

    North
      Las
      Vegas, NV 89032

    (702)
      638-4321 phone

    (702)
      648-8040 fax