Unassociated Document


    Exhibit
      10.19

    
 

    Telecommunication
      Services License Agreement

    


    


    THIS
      AGREEMENT is entered into between and signed by the following parties
      on June 18, 2007:

    


    Party
      A:  Warner Music Group
      (Beijing)

    Signatory:

    Address:
      Room 701B, Building A, Full Link Plaza, No. 18 Chaoyangmenwai Avenue, Chaoyang
      District, Beijing, China

    Telephone:
      65880505

    


    AND

    


    Part
      B: Global Music International,
      Inc. (also known as “IMNTV”)

    Signatory:
      Christopher
      Mauritz

    Address:
      Room 806, Building A, No. 18 Jianguomenwai Avenue, Chaoyang District, Beijing,
      China

    Telephone:
      65157966

    


    WHEREAS:

     

    (1)
      Party
      A, in order to promote the digital sale and distribution of “Warner’s
      copyrighted music products” (as defined below) in the “agreed territory” (as
      defined below), hereby licenses Party B to use Warner’s copyrighted products in
      accordance with this Agreement; and

     

    (2)
      Party
      B intends to provide customers with Warner’s copyrighted products through
“licensed telecommunication service providers” in the China territory (as
      defined below);

    


    (3)
      NOW
      THEREFORE, in consideration of the mutual benefits and subject to the terms
      and
      conditions set forth below, Party A and Party B enter into this Agreement to
      grant Party B a non-exclusive license to use Warner’s copyrighted products for
      such “licensed telecommunication services” (as defined below).

    


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    The
      PARTIES AGREE AS FOLLOWS:

    


    1.
      Terms
      and Definitions

     

    1.01
      Definitions

    


    Unless
      defined elsewhere in this Agreement, the following terms shall have the meanings
      ascribed to them below:

    


    
      	
               

            	
              1.1.1

            	
              “Agreement”
                — refers to this Agreement and its annexes as well as other tables,
                annexes or instruments that may be agreed to be part of this
                Agreement.

            


    

    


    
      	
               

            	
              1.1.2

            	
              “Effective
                Date” — refers to the date on which the parties hereto sign this
                Agreement, as is indicated at the top of this
                Agreement.

            


    

    


    
      	
               

            	
              1.1.3

            	
              “Term
                of the Agreement” — commences from the day when this Agreement is signed
                and lasts for a full calendar year of 12 (twelve) months after the
                signing
                of the Agreement.

            


    

    


    
      	
               

            	
              1.1.4

            	
              “Agreed
                Territory” — refers to mainland China, provided that it excludes the
                Special Administration Regions of Hong Kong and Macao, as well as
                Taiwan
                and its neighboring islands of Penghu, Jinmen and
                Mazu.

            


    

    


    
      	
               

            	
              1.1.5

            	
              “Starting
                License Date” —  If (1) Party B has notified Party A of the
                content of its cooperation with the licensed telecommunication service
                providers; and (2)  Party B has received written approval from
                Party A with respect to the content and detailed list of Warner’s
                copyrighted products involved in the licensed telecommunication services
                hereunder, then Party B shall be entitled to make the decision, after
                the
                effective date of the Agreement, as to when the licensed telecommunication
                services can be started through each of the provincial telecommunication
                service providers in China concerning Warner’s copyrighted
                products.

            


    

    


    
      	
               

            	
              1.1.6

            	
              “Mobile
                Device” — refers to any mobile phone or PDA that is capable of receiving
                and/or storing and/or displaying Warner’s copyrighted
                products.

            


    

    


    
      	
               

            	
              1.1.7

            	
              “Party
                B” — refers to “IMNTV” in the Agreement. Thus, Party A agrees that Party B
                shall collect and provide an aggregate statement about the number
                of
                downloading times, and the royalties payable to Party A after deducting
                the advance payment, license fee, or other copyright
                fees.

            


    

    


    
      	
               

            	
              1.1.8

            	
              “Telecommunication
                Service Provider” — refers to China Mobile Group, China Unicom, China
                Netcom Group, China Telecom Group, and their wholly owned and controlled
                subsidiaries, branches, representative offices, or other constituent
                entities. Other telecommunication service providers cannot be added
                unless
                Party A has approved of it in writing. Annex A hereof lists all the
                subsidiaries or branch companies in all the provinces of China that
                are
                wholly owned or controlled by the telecommunication service providers
                herein.

            


    

    


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              1.1.8

            	
              “Licensed
                Telecommunication Services” — refers to the value-added telecommunication
                services (as defined in 1.1.8(1) below) provided by Party A and Party
                B,
                in cooperation with the licensed telecommunication service providers,
                by
                which Warner’s copyrighted products are purchased or transmitted to a
                customer’s mobile device through the Internet, IVR, WAP, GPRS, SMS, MMS
                and by other means, during the term of the Agreement and in the agreed
                territory:

               

            


    

    
      	
               

            	
              (1)

            	
              “Color
                Ring Downloading” (or Ringback tones /RBT) (limited to 60
                seconds)

            


    

    
      	
               

            	
              (2)

            	
              IVR

            


    

    
      	
               

            	
              (3)

            	
              Truetone

            


    

    


    
      	
               

            	
              1.1.9

            	
              “Masters”
                — refers to the master copies of Warner’s copyrighted products. It may be
                a CD or DAT or a digitized disk, in a format that is compatible with
                Party
                B’s technological requirements.

            


    

    


    
      	
               

            	
              1.1.10

            	
              “Third
                Party’s Equipment” — means Party B shall make sure that the third party it
                entrusts with the licensed services upon Party A’s written approval, will
                use secure server and equipment as specified by the written Agreement
                to
                maintain the telecommunication networks and services hereunder, and
                shall
                ensure the security of Warner’s copyrighted products and prevent illegal
                access.

               

            


    

    
      	
               

            	
              Party
                A requests that if the third party for whatever reason continues
                to exist
                but discontinues operation or no longer provides the services hereunder,
                Party B shall have the third party destroy all Warner’s copyrighted
                products or other related materials in the third party’s possession or
                collection.

            


    

    
      


      
        	
                 

              	
                1.1.11

              	
                “Warner
                  Property” — refers to the products which Party A has copyrights to and
                  licenses Party B in writing to use during the term of the Agreement
                  and in
                  the agreed territory, including the following three types: (1)
                  audio/video
                  recording; (2) artist image; and (3) artist voice
                  greeting.

              


      

    

    
      	
               

            	
               

               

            


    

    
      	
               

            	
              Party
                A agrees to send Party B a statement, at the time of signing the
                Agreement, specifying the licensed products from Warner Property
                that have
                been released,  and this statement constitutes Annex B
                (“Statement of Licensed Old Products”) hereof. Another statement
                specifying the licensed ones from Warner Property that Party A plans
                to
                release during the term of Agreement constitutes Annex C (“Statement of
                Licensed New Products”) hereof; Party A shall be allowed to amend the
                contents of the statement of licensed new products.

               

            


    

    
      	
               

            	
              Party
                A only agrees to license Party B to use the products included in
                Annex B
                and C during the term of the agreement and within the agreed region
                for
                the licensed telecommunication services. Party B shall get Party
                A’s
                written approval in order to obtain licenses to other products not
                listed
                herein.

            


    

    


    
      	
              1.02

            	
                Plural/Single/Reference

               

            


    

    
      	
               

            	
              The
                plural may include the singular and the singular may include
                the plural; this Agreement shall be interpreted in this regard as
                the context may require. References to paragraphs and subparagraphs
                are to paragraphs and subparagraphs of this Agreement, and
                references to any other agreement or instrument shall be deemed to
                include
                references to that agreement or other instrument as varied or
                replaced from time to time.

            


    

     

    1.03                 Headings

     

    All
      the
      headings used in the Agreement are only for ease of reference and shall have
      no
      effect on the interpretation or construction of the obligations of the parties
      hereto.

    


    2.
      Grant
      of Rights

     

    Provided
      that Party B meets all the terms and conditions of the Agreement, Party A agrees
      to grant Party B non-exclusive license during the term of the Agreement with
      such rights as are defined in 2.01 to 2.06 below.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    2.01                
      Right of Duplication

     

    During
      the term of this Agreement and subject to its terms and conditions, Party A
      grants to Party B a one-time right to digitally encode and duplicate Warner
      Property in customers’ mobile devices or in the fileservers of the licensed
      telecommunications service providers, but such a right shall be limited to
      the
      licensed telecommunication services as defined in this Agreement.

    
       

      2.02               
        Right of Downloading/Internet Distribution

    

    
      	
               

            	 	
               

            


    

    
      	
               

            	
              (a)

            	
              Subject
                to the terms and conditions of this Agreement, Party A agrees that
                Party B
                shall be allowed to provide customers with Warner Property to their
                mobile
                devices for purchase through the fileserver system of the licensed
                telecommunication service providers for the licensed telecommunication
                services defined herein. For the purpose of promotion, Party B may
                permit
                consumers of the licensed telecommunication services to listen to
                a sample
                of Warner Property, as long as such a demonstration is limited to
                30
                seconds.

            


    

     

    
      	
               

            	
              (b)

            	
              When
                a cover page of Warner Property is displayed on the relevant sites
                of the
                licensed telecommunication services hereunder, it shall bear the
                name of
                the song, the artist, and Warner’s
                proprietorship.

            


    

     

    
      	
               

            	
              (c)

            	
              Party
                B agrees not to make any material changes to the licensed
                telecommunication services before it submits such proposed changes
                to
                Party A for review and secures Party A’s written
                approval.

            


    

    


    
      	
              2.03

            	
              Limitations

            


    

     

    B
      is only
      entitled to develop, display, or utilize Warner Property in such a manner as
      prescribed by this agreement, and to avoid confusion, Party B shall not engage
      in any of the following activities:

     

    
      	
               

            	
              (a)

            	
              Exhibit
                or display any of Warner Property beyond the scope of the licensed
                telecommunication services hereunder;
                or

            


    

    
      	 	 	 


      	
               

            	
              (b)

            	
              Use
                Warner Property for any unauthorized commercial or non-commercial
                purposes
                or in such a manner that leads others to believe the displayed artists
                endorses Party B or other’s products/services, unless Party A has agreed
                in writing to such exhibition, display or usages after its independent
                review.

            


    

    


    
      	
              2.04

            	
              Reservation
                of Rights

               

            


    

    
      
        	
                 

              	
                (a)

              	
                
                  Party
                    A retains all ownership rights, including but not limited to
                    copyrights and trademarks of all masters and Warner Property;
                    provided, however, that Party B shall have the rights regarding
                    technologies and services for the licensed telecommunication
                    services (if
                    none of which is provided by Warner), including but not limited
                    to
                    copyrights and trademarks owned by Party
                    B.

                

              


      

      
        	 	 	 


        	
                 

              	
                (b)

              	
                
                  Unless
                    otherwise provided explicitly in the Agreement, Party B shall
                    have no
                    right to any of Warner
                    Property.

                

              


      

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

    

    
      2.05           
        Rights of Withdrawal

    

     

    It
      is
      agreed that Party B’s rights to use any Warner Property may be terminated
      by Party A upon one week's prior written notice to Party B if any of the
      following conditions is met:

     

    
      
        	
                 

              	
                (a)

              	
                
                  If
                    Party A also requires a third party similar to Party B to withdraw
                    Warner
                    Property from its services (Party A has the right to
                    withdraw);

                

              


      

      


      
        	
                 

              	
                (b)

              	
                
                  If
                    the rights of Party A or its affiliates to Warner
                    Property terminate;

                

              


      

      


      
        	
                 

              	
                (c)

              	
                
                  If
                    Party A or its affiliates is notified or otherwise becomes aware of a
                    third-party’s claim that the transmission of Warner Property infringes the
                    rights of others; or

                

              


      

       

      
        	
                 

              	
                (d)

              	
                
                  
                    If
                      Party A cannot secure the consent of the music copyright owners
                      of Warner
                      Property;

                  

                

              


      

    

     

    3.
      Prohibited Activities of Party B

     

    Unless
      authorized by Party A in writing, Party B as well as its authorized
      representatives shall not engage in any of the following
      activities:

    


    
      	
               

            	
              (a)

            	
              Copy
                or duplicate any Warner Property, unless otherwise covered by the
                rights
                granted hereunder;

            


    

    


    
      	
               

            	
              (b)

            	
              Exhibit
                any advertisement or commercial of any nature which suggests or implies
                an
                endorsement of Party B or a third party’s products by the artist whose
                performance is included in the licensed copyrighted
                products;

            


    

    


    
      	
               

            	
              (c)

            	
              Edit
                or make any change to Warner Property, unless explicitly provided
                in
                Paragraph 2 of this Agreement.

            


    

    


    Should
      Party B become aware that any third party (whether or not acting on behalf
      of
      Party B) is circumventing or intends to circumvent this Paragraph 3 (a
“circumventing event”), Party B shall promptly notify Party A in writing
      thereof.

    


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    4.
      Warner
      Property

     

    4.01                      Servicing
      of Masters

     

    Party
      A shall provide Party B with
      masters of Warner Property.

    


    4.02                      Treatment
      of Warner Property and Masters

     

    Party
      B promises:

    
      
        	
                 

              	
                (a)

              	
                
                  To
                    maintain all masters and their duplicates in Party B’s premises and
                    safeguard the same from any loss, damage, theft, unauthorized
                    use, copying, storage or duplication by
                    others;

                

              


      

      


      
        	
                 

              	
                (b)

              	
                
                  To
                    be solely responsible for any loss, theft, or damage to masters
                    and their
                    duplicates in Party B’s possession and any unauthorized use, copying,
                    storage or duplication by others thereof if it is caused by Party
                    B’s
                    negligence, intentional action or inaction;
                    and

                

              


      

      


      
        	
                 

              	
                (c)

              	
                
                  Upon
                    the expiration of the term or termination of this Agreement,
                    Party B shall
                    either: (i) return all such masters and their duplicates to Party
                    A; or
                    (ii) destroy all the masters and their duplicates upon Party
                    A’s written
                    notice to that effect. 

                

              


      

       

    

    5.
      Party
      B’s and Warner’s Undertakings:

     

    5.01
      During the term of this Agreement, Party B shall be responsible for the
      following:

     

    
      
        	
                 

              	
                (a)

              	
                
                  
                    Exhibit
                      the following information on web pages related to the licensed
                      telecommunication services when Party B is providing such
                      services:

                  

                

              


      

    

     

    
      	
               

            	
              (i)
                

            	
               The
                titles or names of the music compositions in Warner
                Property;

            


    

    
      	
               

            	
              (ii)

            	
               The
                names of the artists performing musical compositions that are included
                in
                Warner Property;

            


    

    
      	
               

            	
              (iii)

            	
               The
                names of the recording Party and of the copyright owners;
                and

            


    

    

      
        	
                 

              	
                (b)

              	
                
                  
                    Maintain
                      and edit Warner Property using Party B’s own equipment or secure server in
                      a way that will best prevent illegal access or piracy (such
                      security
                      measures shall include the most updated and powerful encryption
                      technology
                      and processes).

                  

                

              


      

      


      
        	
                 

              	
                (c)

              	
                
                  
                    During
                      the term of this Agreement, upgrade, improve, or supplement
                      the software
                      programs or technology currently in use to better protect Party
                      A’s rights
                      and interests, by applying such software programs or technology
                      that are
                      newly developed by Party B and can better safeguard security,
                      privacy and
                      prevent illegal use or access to Warner
                      Property.

                  

                

              


      

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

      
        	
                 

              	
                (d)

              	
                
                  
                    
                      Try
                        its best to market the licensed telecommunication services
                        of Warner’s
                        Property through promotion on the Internet or through other
                        kinds of
                        advertisement.

                    

                  

                

              


      

       

    

    5.02
      Party A’s Undertakings:

     

    
      
        
          	
                   

                	
                  (a)

                	
                  
                    
                      Party
                        A warrants that it owns the copyrights (or has the exclusive
                        license) of
                        Warner Property and is entitled to license any neighboring
                        rights to such
                        products as defined herein, and that such rights are complete,
                        lawful, and
                        do not infringe the rights of others. It is stipulated that
                        Party B shall
                        have no obligation to seek the artists’ consent when using Warner Property
                        hereunder. Party A shall not license any products without
                        first securing
                        lawful rights to them. Party A shall be solely responsible
                        for any
                        consequence of infringement on others’ rights if that is resulted from
                        proper use of the licensed products
                        hereunder.

                    

                  

                


        

        


        
          	
                   

                	
                  (b)

                	
                  
                    
                      Party
                        A shall disclose to Party B regularly any news press, artwork,
                        or
                        promotional activities of artists related to Warner Property
                        hereunder.

                    

                  

                


        

        


        
          	
                   

                	
                  (c)

                	
                  
                    
                      Party
                        A shall notify Party B promptly in writing of any change
                        or termination of
                        Party A’s rights to Warner Property, and Party B shall terminate
                        the
                        related licensed telecommunication
                        services.

                    

                  

                


        

         

        
          	
                   

                	
                  (d)

                	
                  
                    
                      
                        Party
                          A shall provide Party B with certificates of proprietorship
                          with respect
                          to Warner Property in order to prove the copyright owner’s lawful rights
                          to the Chinese telecommunication service providers for
                          the licensed
                          services.

                      

                    

                  

                


        

      

    

     

    6.  License
      Fees and Royalties for Warner Property

     

    Within
      the agreed territory and during the term of the Agreement, with respect to
      the
      licensed music items among Warner Property, if Party A does not have copyrights
      to the lyrics and composition, Party B shall be solely responsible for securing
      the license from the relevant copyright owners and pay for the related royalties
      and other fees.

    


    
      	
               

            	
              6.01
                Royalties for Warner Property

               

            


    

    
      
        	
                 

              	
                (a)

              	
                
                  
                    
                      Advance
                        Payment for Warner Property: Party B agrees to make payment
                        to Party A in
                        an amount of 500,000 RMB within sixty (60) days after signing
                        this
                        Agreement and make another payment to Party A in an equal
                        amount of
                        500,000 RMB within 150 days after signing this Agreement,
                        and the two
                        payments together constitute the minimum advance deposit
                        for Warner
                        Property licensed hereunder. This sum is paid as after-tax,
                        net income for
                        Party A.

                    

                  

                

              


      

      


      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

      
        	
                 

              	
                (b)

              	
                
                  
                    Royalties
                      for Warner Property: Party B agrees to pay royalties to Party
                      A for the
                      licensed telecommunication services in accordance with the
                      manner and
                      scale defined below; and Party B shall also provide Party A
                      with a
                      photocopy of its contract which specifies the fees payable
                      to the
                      telecommunication service
                      providers:

                  

                

              


      

       

    

    
      	
              Services

            	
              Price
                (RMB)

            	
              Warner’s
                share

            
	
              RBT

            	
              At
                least 2 yuan / per item

            	
              Half
                of the sales price after deduction of the fees payable to the telecom
                service providers and Master SP

            
	
              IVR

            	
              At
                least 2 yuan / per item

            	
              Half
                of the sales price after deduction of the fees payable to the telecom
                service providers and Master SP

            
	
              True
                tone

            	
              At
                least 2 yuan / per item

            	
              Half
                of the sales price after deduction of the fees payable to the telecom
                service providers and Master SP

            


    

    


    
      
        	
                 

              	
                (c)

              	
                
                  
                    Withdrawing
                      of Royalties: As provided in 6.01 (b), Party B shall first
                      deduct the
                      amount of the advance payment (as provided in 6.01(a)) from
                      the royalties
                      payable to Party A, and shall pay to Party A the amount of
                      any surplus of
                      the royalties. If the amount of royalties payable to Party
                      A is equal to
                      or less than the amount of the advance payment, then Party
                      B shall only be
                      liable for the amount of the advance payment as provided in
                      6.01(a); if
                      the royalties payable to Party A is larger than the amount
                      of the advance
                      payment, then Party B shall also pay Party A for the amount
                      of the
                      surplus.

                  

                

              


      

      


      
        	
                 

              	
                (d)

              	
                
                  
                    Party
                      B agrees to provide Party A with a photocopy of all the documents
                      for tax
                      payment hereunder.

                  

                

              


      

      


      
        	
                 

              	
                (e)

              	
                
                  
                    Invoice:
                      Party A shall send Party B invoices for the correct amount
                      before Party B
                      makes any such payment
                      hereunder.

                  

                

              


      

    

    
      	
               

            	
               

            	
               

            


    

    Account
      information:

    
      	
               

            	
              Party
                A:

            


    

    
      	
               

            	
              Corporate
                Name: Asian Warner Music (Beijing)

            


    

    
      	
               

            	
              Bank:
                Xinzhongjie Division, Dongcheng District Branch (Beijing), China
                Commercial Bank

            


    

    
      	
               

            	
              Account
                no.: 0200242409020118062

            


    

    


    7.
      Statements / Market Surveys

    


    7.01
      Financial Statements and Terms of
      Accounting

     

    Within
      thirty days after each month, Party B shall account for and make deductions
      and/or payment for all the accounts payable to Party A during each term, as
      well
      as a statement of the number of downloading times of the related musical
      products. Party A and Party B shall discuss together and decide on the form
      and
      content of the latter statement, including the design of a statement so that
      Party B can send Party A in the electronic form with respect to the number
      of
      downloading times.

    


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    The
      financial statements shall contain
      the following:

     

    
      	
               

            	
              (a)

            	
              A
                statement of all Warner Property that is downloaded or used within
                each
                month through the licensed telecommunication services, (including
                the
                names of the songs, the albums, and the artists, as well as the serial
                numbers of the albums and ISRC codes/grid
                codes)

            


    

    
      	
               

            	
              (b)

            	
              Information
                about the unit prices or service fees consumers are charged for the
                licensed telecommunication services (see Annex A for the current
                rates),
                all the fees deducted, net profits, the number of downloading times
                for
                each and all of the Warner’s copyrighted products, and the license fee
                payable to Party A.

            


    

    


    
      	
               

            	
              7.02
                Market Surveys

               

            


    

    During
      the term of the Agreement, Party B shall provide Party A with detailed, prompt
      market information, and shall provide a report of the relevant information
      for
      Party A in accordance with the latter’s requirements each term (“term report”),
      within thirty (30) days after the end of the term.

    


    
      	
               

            	
              7.03
                Rights to Inspect Books and Records of Accounts

               

            


    

    
      	
               

            	
              (a)
                Party B shall keep complete and accurate books and records of account
                relating to the downloading of Warner Property and the license fees
                to
                Party A; and such books and accounts shall be maintained in such
                a way
                reasonably satisfactory to Party A and as sufficient to allow an
                audit
                trail.

            


    

    


    
      	
               

            	
              (b)
                Party A shall have the right during the term of the Agreement and
                during
                the three-year period following the termination or expiration of
                the term,
                at Party A’s sole cost and expense, to have a certified public accountant
                inspect Party B’s books and records that are directly related to this
                Agreement no more than twice in total. Such inspection shall take
                place at
                Party B’s office of business operation, during normal business hours, and
                on not less than fifteen (15) days’ written notice. Such inspection is
                limited solely to the purpose of verifying the calculation of royalties
                accruing to Party A under this Agreement and verifying Party B’s
                compliance herewith.

            


    

    


    8.
      Guarantee and Compensation

    


    8.01
      Party B’s guarantees

     

    
      	
               

            	
              Party
                B claims and guarantees:

               

            


    

    
      	
               

            	
              (a)

            	
              That
                Party B has whole rights, power, and authority to sign this Agreement
                and
                perform all obligations stipulated in this Agreement;
                and

            


    

    
      	
               

            	
              (b)

            	
              That
                Party B shall abide by all the laws and regulations related to the
                licensed telecommunication
                services.

            


    

    


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              8.02
                Party A’s guarantees

               

            


    

    
      	
               

            	
              Party
                A claims and guarantees that it has whole right, power and authority
                to
                sign this Agreement and perform all obligations stipulated in this
                Agreement.

            


    

    


    
      	
               

            	
              8.03
                Indemnification

            


    

    Either
      of
      the Parties hereto does hereby indemnify, save and hold harmless the other
      Party
      and the other Party’s subsidiaries, affiliates, licensees, officers and
      employees from any and all loss and damage arising out of or in connection
      with
      any claim or act or omission by this Party which is inconsistent with any of
      the
      representations or agreements made by this Party in this Agreement or any breach
      of this Party’s obligations hereunder.

    


    9.
      Termination

    


    
      	
               

            	
              9.01
                Party A’s Termination Rights

               

            


    

    Party
      A
      may terminate this Agreement immediately by written notice to Party B if, at
      any
      time during the Term:

    


    
      	
               

            	
              (a)

            	
              Party
                B goes in liquidation, receivership or administration or becomes
                bankrupt,
                makes any arrangement for the benefit of Party B’s creditors or has a
                receiver appointed for all or any of Party B’s assets;
                or

            


    

    


    
      	
               

            	
              (b)

            	
              Party
                B breaches any material term or provision of this Agreement. Any
                breach of
                obligations stipulated in Articles 2 and 3 under this Agreement shall
                be
                construed as breach of a material term or provision of this Agreement;
                or

            


    

    


    
      	
               

            	
              (c)

            	
              Any
                provision of the licensed telecommunications service agreement ceases
                to
                be transmitted for a continuous period of 10 days, except for any
                instance
                of force majeure or otherwise provided differently by Party A’s written
                approval; or

            


    

    


    
      	
               

            	
              (d)         
                If Party B does not pay Party A any sum that is due to Party A and
                do not
                provide any timely explanation
                thereof;

            


    

    


    Provided,
      that in the case of any event set forth in subparagraph (b) or (c) above, Party
      A shall have given Party B written notice of such event and Party B shall have
      failed to cure the same within 30 days after Party B’s receipt of such notice
      (or 10 business days if the event is Party B’s failure to pay Party A a sum that
      is due).

    


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    10.
      Procedure upon Termination; Effect of Termination

    


    10.1
      Procedure upon Termination:

     

    Upon
      the
      expiration or termination of this Agreement:

     

    
      	
               

            	
              (a)

            	
              Party
                B shall cease using the licensed telecommunications service to download
                Warner’s copyrighted products;

            


    

    


    
      	
               

            	
              (b)

            	
              Party
                B shall perform obligations in accordance with the provisions of
                subparagraph 4.02(c).

            


    

    


    10.2
      Effect of Termination

     

    Should
      this Agreement be terminated, this Agreement (except for subparagraphs 10.01
      and
      11.03, which shall continue in effect) shall cease to be legally binding
      immediately; and either party shall no longer be liable for performing any
      of
      the provisions of the Agreement, unless the Agreement has explicitly provided
      that the party (or parties) shall continue to be responsible for the
      representations, warrants, covenants, or breaches hereof even upon
      termination.

    


    11.
      Miscellaneous

    


    
      	
              11.01

            	
              Relationship
                of the Parties

               

            


    

    
      	
               

            	
              In
                performing its obligations under this Agreement, each of the parties
                hereto shall be deemed an independent contractor, and nothing in
                this
                Agreement shall in any way constitute either party, or any of such
                party's
                officer or directors, an agent or employee of the other party; and
                this
                Agreement shall not be deemed to constitute a partnership, joint
                venture,
                or contract of employment between the
                parties.

            


    

    


    11.02
      Notices / Payment

     

    
      	
               

            	
              (a)

            	
              Any
                notice, which the Party mentioned in subparagraph 11.02(b) may desire
                to
                give, or which is required under the terms of the Agreement shall
                be given
                in writing by registered or certified mail, return receipt requested,
                or
                by telefax or by personal service (in all cases, all charges prepaid)
                to
                Party B, Attn: Copyright Management Department, copied to Chief Financial
                Officer, and to Party A, Attn: General Manager, copied to Chief Financial
                Officer. In the event any such notice is given by mail, such notice
                shall
                be deemed to be given on the date five business days following the
                date of
                such mailing. In the event any such notice is given by personal delivery,
                such notice shall be deemed to be given on the date personal delivery
                is
                made.

            


    

    
      	
               

            	
              (b)

            	
              All
                sums payable to Party A under this Agreement and all transactions
                under
                paragraph 6 must be made in writing by registered or certified mail,
                return receipt requested, or by telefax or by personal service (in
                all
                cases, all charges prepaid) to Party A to the address first noted
                in the
                preamble to this Agreement, Attn: Project Manager, copied to Chief
                Financial Officer.

            


    

    
       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

      11.03
        Confidentiality/Press Announcements

    

     

    
      	
               

            	
              During
                the term of the Agreement and thereafter, neither party hereto may
                disclose to any third party (other than each party’s employees and
                professional advisors, in their capacity as such) any information
                regarding the terms and conditions of this Agreement without the
                prior
                written consent of the other party
                except:

            


    

    


    
      	
               

            	
              (a)

            	
              To
                the extent necessary to comply with the law or the legal process
                of a
                court of competent jurisdiction or in administrative proceedings,
                in which
                event the party making such disclosure must use its commercially
                reasonable efforts to procure confidential treatment of such
                information;

            


    

    
      


      
        	
                 

              	
                (b)

              	
                As
                  part of its normal reporting or review procedure to its parent
                  companies,
                  its auditors and its attorneys, provided that Party B and Party
                  A inform
                  these parties of the provisions of this subparagraph
                  11.03;

              


      

       

    

    
      	
               

            	
              (c)

            	
              To
                the extent necessary to comply with each party’s contractual obligation to
                third parties;

            


    

    


    
      	
               

            	
              (d)

            	
              To
                make press announcements approved in writing by both of the parties;
                and

            


    

    


    
      	
               

            	
              (e)

            	
              To
                the extent such terms become public through no breach by either party
                of
                this subparagraph 11.03.

            


    

    


    In
      spite
      of the forgoing provisions, after the press announcements in relation to the
      Agreement, either party hereto may mention the cooperative relationship between
      the parties hereunder, without consent of the other party.

    


    In
      addition to the foregoing provisions, Party B shall not disclose to any third
      party (other than to Party’s employees, in their capacity as such) the number of
      Warner Property streamed under the licensed telecommunications service
      hereunder.

    


    11.04
      Assignment/Sublicense

    


    Unless
      it
      is otherwise specified under this Agreement or the two parties have other
      agreements to provide otherwise, Party B may not assign, sublicense or
      effectively assign or sublicense Party B’s rights or obligations under this
      Agreement except to an affiliated or associated Party or to a person or entity
      acquiring all or substantially all of the stock or assets of Party
      B.

     

    
      11.05
        No
        Waiver

    

     

    No
      failure to exercise or delay in exercising any right, power or privilege under
      this Agreement by either party shall operate as a waiver of that right, power
      or
      privilege. Similarly, a single or partial exercise of any right, power or
      privilege by either party shall not preclude any other or further exercise
      of
      that right, power or privilege.

    


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    
      	
               

            	
               

            


    

    
      11.06
        Remedies Cumulative/Severability



    The
      rights and remedies contained in this Agreement are cumulative and are not
      exclusive of any rights and remedies provided by law, in equity or otherwise.
      If
      any provision of this Agreement is prohibited by or contravenes any applicable
      law, or is held by any court of competent jurisdiction or any other legally
      constituted body having jurisdiction to make this determination to be void,
      unlawful or unenforceable, then that provision shall be severed from the
      Agreement and rendered ineffective, as far as possible, without modifying the
      remaining provisions of this Agreement.

    


    11.07
      Entirety of the Agreement/Amendments/Counterparts

    


    This
      Agreement contains the entire agreement between the parties with respect to
      its
      subject matter and supersedes any prior agreement or negotiation between the
      parties on the subject matter of this Agreement. There are no representations,
      agreements or understandings, oral or written, between the parties relating
      to
      the subject mater of this Agreement which are not fully expressed in this
      Agreement. No amendment, termination, waiver, discharge, or modification of
      this
      Agreement shall be effective unless it is in writing and is signed by an
      authorized signatory of both Party A and Party B.

    


    11.08
      Litigation

    


    
      	
               

            	 	
              Party
                B shall notify Party A if Party B becomes aware of any unauthorized
                use of
                Warner Property by any third party, and shall cooperate fully in
                any
                dispute relating to Warner Property as well as Party A’s rights under this
                Agreement. Party A, at its sole cost and expense and after written
                notice
                to Party B, may act in the name of Party B and Party A to protect
                Party
                A’s rights under this Agreement; provided, however, that Party A shall
                not
                be permitted to execute any document on behalf of Party B without
                obtaining written approval from Party B. If Party A acts on Party
                B’s
                behalf as permitted herein, Party A shall keep Party B informed on
                a
                current basis of such acts and all proceedings relating
                thereto.

            


    

     

    
      11.09
        Governing Law

    

     

    
      	
               

            	
              (a)

            	
              The
                laws of the People’s Republic of China shall govern the establishment,
                validity, interpretation, and execution of this
                Agreement.

            


    

    


    
      	
               

            	
              (b)

            	
              With
                regard to all disputes over the effect, interpretation, execution,
                modification, or termination of this Agreement, the two parties should
                seek resolution in an amicable way and through negotiation. Should
                negotiation fail to resolve a dispute within 15 days of the beginning
                of
                the dispute, either party is entitled to seek arbitration by filing
                with
                the Chinese International Economic Arbitration Commission located
                in
                Beijing. The arbitration result shall be final and have binding power
                upon
                the two companies. The party that loses shall be responsible for
                arbitration fees.

            


    

    


    
      	
               

            	
              (c)

            	
              This
                Agreement takes effect as soon as the two parties sign the Agreement.
                This
                Agreement has two copies. Each party has
                one.

            


    

    


    


    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    ACCEPTED
      AND AGREED:

    


    


    


    Party
      A:  Warner Music Ltd. Co (Beijing)

    Signatory:
      David L.
      Roosevelt

    Address:
      Room 701B, Building A, Full Link Plaza, No. 18 Chaoyangmenwai Avenue, Chaoyang
      District, Beijing, China

    Telephone:
      65880505

    [Seal]

    


    AND

    


    Part
      B: Global Music International,
      Inc. (also known as “IMNTV”)

    Signatory:
      Christopher
      Mauritz

    Address:
      Room 806, Building A, No. 18 Jianguomenwai Avenue, Chaoyang District, Beijing,
      China

    Telephone:
      (010)65157966

    [Seal
      and signed]

    


     

    
      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      

    

    


    ANNEX
      A

    


    1.
      Wholly
      Owned or Controlled Entities of the Licensed Telecommunication Service
      Providers:

    China
      Mobile and its provincial
      subsidiaries (in 31 provinces of mainland China)

    China
      Unicom and its subsidiaries (in
      31 provinces of mainland China)

    China
      Netcom and its subsidiaries (in
      31 provinces of mainland China)

    China
      Telecom and its subsidiaries (in
      31 provinces of mainland China)

    


    2.
      Scale
      for the Licensed Telecommunication Service Fees

    The
      licensed telecommunication service fees shall be charged in accordance with
      the
      following scale:

    The
      following services are provided network-wide:

    


    
      	
              Services

            	
              Unit
                Sales Price (RMB)

            
	
              IVR

            	
              1
                yuan

            
	
              Image
                downloading

            	
              1
                yuan

            
	
              Artist’s
                voice greeting

            	
              1
                yuan

            


    

    


    RTB
      service zones:

    China
      Mobile and Its Provincial Subsidiaries

    


    
      	
              Service
                zones

            	
              Sales
                Price (RMB)

            
	
              Beijing

            	 
	
              Tianjin

            	 
	
              Hebei

            	 
	
              Shanxi

            	 
	
              Liaoning

            	 
	
              Jilin

            	 
	
              Shanghai

            	 
	
              Jiangsu

            	 
	
              Zhejiang

            	 
	
              Anhui

            	 
	
              Xizang
                [Tibet]

            	 
	
              Xinjiang

            	 
	
              Shandong

            	 
	
              Fujian

            	 
	
              Jiangxi

            	 
	
              Henan

            	 
	
              Hubei

            	 


    

    
      
        
          
          

        

        
          -15-