ex1017.htm


    Exhibit
      10.17

     

    MUSIC
      VIDEO REPRODUCTION AND EXHIBITION AGREEMENT

    


    This
      Music Video Reproduction and Exhibition Agreement (the “Agreement”), dated as of
      October 26, 2006 (the “Effective Date”), is made by and between Global Music
      International, Inc. d/b/a Independent Music Network d/b/a “IMN TV”, 30 Grassy
      Plain Street, Suite 7, Bethel, CT 06801 (hereinafter “Company”) and SONY BMG
      MUSIC ENTERTAINMENT, 550 Madison Avenue, New York, New York 10022 (hereinafter
      “SONY BMG," "us" or "we").

    


    WHEREAS,
      SONY BMG is in the business of, interalia, developing, producing,
      marketing, promoting, distributing and otherwise exploiting recorded music,
      including Music Videos;

    


    WHEREAS,
      Company produces, programs and operates an audiovisual programming distribution
      service that is delivered by means of Service Transmissions via the Wireless
      Platform for exhibition, performance and display on
      Approved Handsets through Approved Distribution Channels solely as part of
      and
      in connection with the Video Service in the Territory;

    


    WHEREAS,
      Company desires to reproduce, exhibit, perform and display, as applicable,
      SONY
      BMG Videos  in connection with the Video Service in accordance with
      the terms, conditions and limitations prescribed in this Agreement;

    


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

    


    1.           GRANT
      OF RIGHTS

    


    1.01.                      (a)           General;
      Approved Distribution Channels; Wireless
      Platform.  Subject to the other terms,
      conditions and limitations prescribed elsewhere in this Agreement, SONY BMG
      hereby grants Company a non-exclusive, non-transferable, limited right, without
      any right to subdelegate, to do solely the following solely during the Term
      and
      solely in the Territory (the “Grant of Rights”):

    


    (1)           To
      reproduce up to two (2) copies of each of the SONY BMG Videos (without editing,
      excerpting or alteration of any kind) (each, an "Ephemeral Copy") and
      maintain such reproductions on Company Servers, solely for use in connection
      with the facilitation of Service Transmissions delivered from the Company
      Servers via the Wireless Platform for exhibition,
      performance and display on Approved Handsets through Approved Distribution
      Channels solely as part of and in connection with the Video Service in the
      Territory; and

    


    (2)           To
      deliver each SONY BMG Video in its entirety, without editing or alteration
      of
      any kind solely by means of Service Transmissions via the Wireless Platform
      for
      exhibition, performance and display on Approved Handsets of End Users through
      Approved Distribution Channels, which are rendered for playback on such Approved
      Handsets solely for the personal, non-commercial use of the End User recipient,
      solely as part of and in connection with the Video Service in the Territory
      in
      accordance with the Technical and Security Specifications attached as Exhibit
      A-1 hereto, the Functionality Specifications attached as Exhibit A-2 hereto,
      and
      the other terms, conditions and limitations prescribed elsewhere in this
      Agreement, as of the applicable Availability Date designated by SONY BMG for
      the
      particular SONY BMG Video in the territory concerned.  For the
      avoidance of doubt, SONY BMG Videos may not be delivered by means of any digital
      or analog transmission medium other than the Wireless Platform, or exhibited,
      performed or displayed by means of any Electronic Devices other than Approved
      Handsets, in whole or in part, directly or indirectly, Wireless
      Platform.

    


    
      
        
        

      

      
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    (b)           Each
      Service Transmission of each SONY BMG Video shall be delivered in a manner
      which
      makes the exhibition, performance and display of SONY BMG Video concerned in
      reasonably close proximity to a prominent, proximate Buy Offer to purchase
      the
      Related Products from third-party mobile retailers approved in writing in
      advance by SONY BMG in its sole discretion.

    
 

     (c)           Approved
      Distribution Channels.  Notwithstanding the foregoing or
      anything elsewhere herein, the Grant of Rights hereunder shall be limited to
      Service Transmissions delivered to Approved Handsets of End Users as part of
      the
      Company Application, as distributed through such distribution channels that
      are
      approved by SONY BMG in advance and in writing, in each instance, pursuant
      to
      this Agreement to offer SONY BMG Videos as part of the Video
      Service.  As of the Effective Date, the following distribution
      channels shall be deemed approved by SONY BMG as Approved Distribution
      Channels:

    


    (i)
      the
      Company Application as incorporated in the “IMNTV” folder of the Rhapsody Radio
      mobile application, as distributed by Sprint Nextel’s Sprint PCS Vision mobile
      service in the territory of the United States;

    


    (ii)
      the
      Company Application as incorporated in the “Real TV” mobile application, as
      distributed by Sprint Nextel’s Sprint PCS Vision mobile service in the territory
      of the United States;

    


    (iii)           the
      Company Application as incorporated in the “Real TV” mobile application, as
      distributed by Cingular Wireless’s “Allover” mobile service network in the
      territory of the United States; and

    


    (iv)           the
      Company Application as in incorporated in the “IMNTV” mobile application, as
      distributed by China Unicom in the territory of China.

    


    Notwithstanding
      the foregoing or anything elsewhere herein, SONY BMG shall retain the right,
      in
      its sole discretion, to rescind its approval of any such distribution channel
      as
      an Approved Distribution Channel at any time, upon fifteen (15) days’ prior
      notice to Company.

    


    2.           TERM

    


    2.01.                       
      (a)           The term of
      this Agreement (the "Term") will begin as of the Effective Date, and will
      continue for a period of one (1) year, unless sooner terminated in accordance
      with the terms hereof.

    


    
      
        
        

      

      
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    (b)           The
      parties hereto hereby acknowledge that SONY BMG’s prior approval of each of the
      following elements are condition precedents to (x) the effectiveness of the
      Grant of Rights prescribed in Article 1 for the applicable country of the
      Territory, and (y) SONY BMG’s delivery of SONY BMG Videos to Company pursuant to
      subparagraph 4.01(a) for the applicable country of the Territory: the Technical
      and Security Specifications (in accordance with the definition
      of  “Technical and Security Specifications” in Article 14 below) for
      the applicable country of the Territory; the Functionality Specification (in
      accordance with the definition of  “Functionality Specifications” in
      Article 14 below) for the applicable country of the Territory; the DRM (in
      accordance with the definition of  “DRM” in Article 14 below) for the
      applicable country of the Territory and the elements of the video chyron (in
      accordance with subparagraph 7.04(a) below) for the applicable country of the
      Territory.  Provided that Company has not breached any of its material
      representations, warranties, covenants or agreements and has used best efforts
      to deliver the foregoing elements to SONY BMG for its written approval as and
      to
      the extent required under this Agreement for the applicable country of the
      Territory, and SONY BMG withholds its approval thereof in a manner that is
      arbitrary, capricious and without any bona-fide good faith basis or reason
      for
      so withholding such approval for the applicable country of the Territory, then,
      Company will have the right to terminate the Term of this Agreement insofar
      as
      it pertains to the applicable country of the Territory (which, for the avoidance
      of doubt, may be the entire Territory), exercisable by notice to SONY BMG
      delivered no earlier than five (5) business days following the date of SONY
      BMG’s rejection of the last of the applicable elements for the applicable
      country of the Territory and no later than ten (10) days following the date
      of
      SONY BMG’s rejection of the last of the applicable elements for the applicable
      country of the Territory.  If the Term is Agreement is terminated by
      Company pursuant to this subparagraph 2.01(b) insofar as it pertains to any
      country of the Territory (which, for the avoidance of doubt, may be the entire
      Territory), SONY BMG shall promptly return to Company the full amount of all
      Advances, Revenue Guarantees and Content Preparation Fees previously paid to
      Company attributable to the country in respect of which the termination of
      the
      Term relates to (which, for the avoidance of doubt, may be the entire
      Territory); provided, however, that if such termination of the Term relates
      solely to the territory of China (and not to the territory of the United
      States), SONY BMG will be entitled to retain a non-returnable, non-recoupable
      sum in the amount of Fifty Thousand Dollars (US$50,000)(the “Kill Fee”), the
      provisions of paragraph 12.02 below will immediately apply for the country
      concerned, and Company shall have no further obligations to SONY BMG under
      this
      Agreement insofar as it pertains to the applicable country of the
      Territory.

    


    3.   TERRITORY

    


    3.01.                    (a)           As
      used herein, the “Territory” shall mean the United States and
      China.

    


    (b)           Notwithstanding
      the foregoing or
      anything elsewhere herein, within thirty (30) days following the complete
      execution of this Agreement, SONY BMG will deliver to Company a grant of rights,
      to be embodied in one or more written documents, fully and effectively executed
      by Sony BMG’s affiliated company in China (sometimes referred to herein as the
“Applicable Affiliate”) in a form substantially in accordance with Exhibit E
      attached hereto, so as to give effect to the rights granted to Company under
      this Agreement in relation to SONY BMG Materials delivered to consumers located
      within the countries of operation of the Applicable Affiliate in accordance
      with
      and subject to the terms of this Agreement.

    


    (c)           Notwithstanding
      the foregoing or anything elsewhere herein, Company acknowledges that SONY
      BMG’s
      rights with respect to particular titles of SONY BMG Videos and other items
      of
      SONY BMG Materials may be limited geographically to one or more countries of
      the
      Territory.  SONY BMG reserves the right to designate SONY BMG Videos
      and other items of SONY BMG Materials as available for exploitation under the
      Grant of Rights granted herein in some or all of the Territory on a
      country-by-country, title-by-title, item-by-item, and the Grant of Rights
      granted under this Agreement with respect to such SONY BMG Materials will be
      limited geographically in accordance with such designations made by SONY
      BMG.

    


    


    
      	
              4.

            	
              DELIVERY
                OF SONY BMG VIDEOS; AVAILABILITY DATE;
                TAKE-DOWNS

            


    

    


    4.01.                      (a)           SONY
      BMG shall deliver copies of the SONY BMG Videos that are selected by SONY BMG
      in
      its sole discretion and are eligible for exploitation under the Grant of Rights
      in accordance with the Content Delivery Specifications attached hereto as
      Exhibit D; provided, however, that (i) SONY BMG’s failure to deliver any
      particular such copies in any instance(s) shall not be deemed a breach of this
      Agreement, and (ii) SONY BMG shall have no obligation to deliver any copies
      of
      the SONY BMG Videos unless and until SONY BMG has approved each of the elements
      referenced in subparagraph 2.01(b) above.

    .

    


    
      
        
        

      

      
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    (b)           At
      all times during the Term, SONY BMG shall have the right at its sole discretion,
      effective immediately upon notice to Company (which notice may, notwithstanding
      anything to the contrary herein, be via telephone, facsimile, electronic mail
      or
      any other effective method of communication)(each, a "Take-Down Notice"),
      to exclude or withdraw any items of SONY BMG Materials (including any SONY
      BMG
      Videos) from the scope of the Grant of Rights for any
      reason in some or all of the territories that constitute the Territory, as
      SONY
      BMG may direct.  Upon SONY BMG's delivery of each Take-Down Notice,
      Company shall immediately (but in no event later than twenty four (24) hours
      from the date of delivery of such Take-Down Notice), remove from the Video
      Service all copies of the applicable SONY BMG Materials, including all Ephemeral
      Copies, referenced in the applicable Take-Down Notice and the provisions of
      paragraph 12.02 shall apply in respect of the applicable items of SONY BMG
      Materials.

    


    4.02. Availability
      Date.  For each SONY BMG Video in the
      applicable country of the Territory, the "Availability
      Date" shall mean the date that is designated by SONY BMG in its sole
      discretion for the initial exhibition, performance  and display of the
      SONY BMG Video concerned via the Video Service.

    


    4B.           Established
      Artist Promotions.

    


    (a)           During
      the Term, SONY BMG and Company will work together in good faith to develop
      artist specific and/or SONY BMG Video specific features, spotlights, contests
      and other marketing and promotional opportunities for prominent display via
      the
      Video Service in the applicable country of the Territory (“Featured
      Promotions”).   Any such Featured Promotions will be no less
      frequent, and no less prominent in terms of size, type, appearance and other
      attributes as any other features, spotlights, contests and other
      marketing/promotional features displayed via the Video Service for any
      third-party record company or recording artist in the applicable country of
      the
      Territory.

     

    (b)           Omitted
      without implication.

    


    5.           ADVANCES;
      CONTENT PREPARATION FEE; REVENUE GUARANTEE

    


    5.01.                      Advances.

    


    (a)           United
      States.  In consideration of the rights
      granted hereunder with respect to the territory of the United
      States, Company shall pay SONY BMG a non-returnable,
      non-refundable Advance in the amount of Fifty Thousand United States Dollars
      (US$50,000) by wire transfer into the Account in immediately available funds,
      promptly following the complete execution of this Agreement (but in no event
      later than five (5) business days following the complete execution of this
      Agreement).

    


    (b)           China.  In
      consideration of the rights granted hereunder with respect to the territory
      of
      China, Company shall pay the applicable Affiliate a
      non-returnable, non-refundable Advance in the amount of Fifty Thousand United
      States Dollars (US$50,000) by wire transfer into the Applicable Affiliate
      Account in immediately available funds, promptly following the complete
      execution of this Agreement (but in no event later than five (5) business days
      following the complete execution of this Agreement).

    


    
      
        
        

      

      
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    5.02.                      Content
      Preparation Fee.

    


    (a)           United
      States.  In consideration of content
      preparation and delivery services rendered by SONY BMG hereunder in respect
      of
      the territory of the United States, Company shall pay to SONY BMG a
      non-returnable, non-recoupable content preparation and delivery fee in the
      amount of One Hundred Thousand United States Dollars (US$100,000) (the
“Content Preparation Fee” for the U.S.) by wire transfer into the Account
      in immediately available funds, promptly following SONY BMG’s approval of each
      of the elements referenced in subparagraph 2.01(b) above (but in no event
      later than five (5) business days following such approval).

    


    (b)           China.  In
      consideration of content preparation and delivery services rendered by the
      Applicable Affiliate hereunder in respect of the territory of China, Company
      shall pay to the Applicable Affiliate a non-returnable, non-recoupable content
      preparation and delivery fee in the amount of One Hundred Thousand United States
      Dollars (US$100,000) (the “Content Preparation Fee” for China) by wire
      transfer into the Applicable Affiliate Account in immediately available funds,
      promptly following SONY BMG’s approval of each of the elements referenced in
      subparagraph 2.01(b) above (but in no event later than five (5) business
      days following such approval ).

    


    5.03.                      Revenue
      Guarantee.

    


    (a)            United
      States.  In respect of each calendar
      month following the U.S. Launch Date, Company shall pay to the Applicable
      Affiliate, on a calendar monthly basis in respect of each calendar month during
      the Term, the greater of (i) the Service Fees due pursuant to section 6.01
      below
      attributable to the exploitation of SONY BMG Materials in the United States,
      or
      (ii) a minimum revenue guarantee (the “Revenue Guarantee”) of Fifty
      Thousand United States Dollars (US$50,000) per calendar month.  The
      Revenue Guarantee shall be paid within ten (10) days following the end of each
      such calendar month directly into the Account on behalf of SONY BMG, without
      offset or deductions of any kind.  As used herein, "U.S. Launch
      Date" is the date of the non-beta commercial launch of the Video Service via
      any Approved Distribution Channel in the United States.  Company shall
      send SONY BMG a notice accurately confirming such U.S. Launch Date by no later
      than five (5) business days following such U.S. Launch Date.

    


    (b)            China.  In
      respect of each calendar month following the China Launch Date, Company shall
      pay to SONY BMG, on a calendar monthly basis in respect of each calendar month
      during the Term, the greater of (i) the Service Fees due pursuant to section
      6.01 below attributable to the exploitation of SONY BMG Materials in China
      or
      (ii) a minimum revenue guarantee (the “Revenue Guarantee”) of Fifty
      Thousand United States Dollars (US$50,000) per calendar month.  The
      Revenue Guarantee shall be paid within ten (10) days following the end of each
      such calendar month directly into the Applicable Affiliate Account on behalf
      of
      the Applicable Affiliate, without offset or deductions of any
      kind.  As used herein, "China Launch Date" is the date of the
      non-beta commercial launch of the Video Service via any Approved Distribution
      Channel in China.  Company shall send SONY BMG a notice accurately
      confirming such China Launch Date by no later than five (5) business days
      following such China Launch Date.

    


    


    6.           SERVICE
      FEES

    


    6.01.                      (a)           In
      consideration of the rights granted to Company in respect of the use and
      exploitation of SONY BMG Materials in connection with the Video Service, Company
      shall pay to SONY BMG at the end of each calendar month (and in accordance
      with
      the provisions of this Article 6) a fee (the “Service Fee”) in an amount
      equal to equal to the greater of the amounts prescribed in clauses (1) and
      (2)
      below:

    


    
      	
               

            	
              (1)

            	
              Revenue
                Share Calculation. Fifty percent (50%) of the
                Gross Revenue during such month; or

            


    

    


    
      
        
        

      

      
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              (2)

            	
              Per
                Subscriber Minimum.

            


    

    


    (A)  United
      States.  In respect of the version of
      the Video Service distributed in the United States, the number of End Users
      during such month multiplied by Forty Two and One-Half Cents (US $.425);
      and

    


    (B)   China.  In
      respect of the version of the Video Service distributed in China, the number
      of
      End Users during such month multiplied by Thirty Cents (US
      $.30).

    


    The
      Service Fee shall be payable in United States Dollars.  To the extent
      that any amounts payable hereunder are required to be converted from a currency
      other than United States Dollars to United States Dollars, such conversion
      shall
      be made at the exchange rate for such other currency published in the Wall
      Street Journal on the last business day of each calendar month.

    


    (b)           As
      used herein, the following terms shall have the following meanings:

    


    (1)           
      “Bounty Revenues” shall mean all gross monies (including non-refundable
      advances and guarantees, however characterized) paid or payable by or on behalf
      of any Person (including, for the avoidance of doubt and without limitation,
      so-called “affiliate program” fees, so-called “referral fees” and customer
      acquisition fees), whether structured as a one-time payment or as a recurring
      revenue share, as well as the fair market value of any non-cash consideration,
      attributable to the acquisition or retention of End Users and potential End
      Users to or from any electronic property to another, directly or
      indirectly.

    


    (2)           “Gross
      Margin Revenues” shall mean all gross monies (including non-refundable
      advances and guarantees, however characterized) paid or payable by or on behalf
      of any Person attributable to the sale, lease or license of any products or
      services via the Video Service, after deducting (a) any and all taxes paid
      by
      the consumer as part of the applicable sale, and (b) an amount equal to the
      actual, out-of-pocket wholesale price paid by Company to any unaffiliated third
      parties in consideration of any such products or services purchased for resale
      (i.e., the cost of goods sold).

    


    (3)           “Gross
      Revenue” shall mean the aggregate of: (i) Subscription Revenues; (ii) all
      Net Advertising Revenues; (iii) all Bounty Revenues; (iv) all Gross Margin
      Revenues; and (v) all other gross monies (including non-refundable advances
      and
      guarantees, however characterized) paid or payable by or on behalf of any Person
      to the extent actually paid or credited to or on behalf of such Person in
      connection with the operation and/or exploitation of the Video Service,
      including, for the avoidance of doubt, the exploitation of End User
      Information.  For purposes of determining Gross Revenue hereunder, any
      non-cash consideration shall be accounted for on the basis of the fair market
      value of the property or services concerned.  As between Company and
      SONY BMG, Company shall be solely responsible for the amount of any and all
      unpaid or uncollected gross monies that would otherwise constitute “Gross
      Revenue” hereunder if actually paid (i.e., Company shall be solely responsible
      for all so-called “bad debt”).  For the avoidance of doubt, Gross
      Revenue shall include any and all monies or other consideration, however
      characterized, retained by or on behalf of any Person, including Company’s
      agents, service providers, distributors and resellers, as the case may be (i.e.,
      all such monies and other consideration are to be determined and calculated
“at
      source”).

    


    (5)           Omitted
      without implication.

    


    (6)           “Net
      Advertising Revenues” shall mean all gross monies(including non-refundable
      advances and guarantees, however characterized) paid or payable by or on behalf
      of any Person that are attributable to the sale of Advertisements, less
      Company’s actual, out-of-pocket expenditures for advertising sales agency
      commissions actually paid by Company to unaffiliated third-party advertising
      sales agencies (subject to a maximum deduction in all events of fifteen percent
      (15%) of such monies).  (Company hereby represents and warrants to
      SONY BMG that as of the Effective Date, the Video Service does not contain
      any
      Advertisements.)

    


    
      
        
        

      

      
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    (7)           Omitted
      without implication.

    


    (8)           ”Subscription
      Revenues” means all gross monies paid or payable by or on behalf of any
      Person (including non-refundable advances and guarantees, however characterized)
      attributable to access by End Users (or by trial users to the extent revenues
      are derived therefrom, directly or indirectly) to the
      Video Service (including, for the avoidance of doubt and without limitation,
      all
      subscription, access, service operation, and other fees or remuneration, however
      characterized), in whole or in part, directly or indirectly.

    


    6.02.                      Omitted
      without implication.

    


     

    6.03.                      (a)           (1)           Company
      shall compute the Service Fees and any other payments accrued hereunder as
      of
      the end of each calendar quarter hereunder (Company hereby represents and
      warrants to SONY BMG that at all times during the Term, all Financial Clearing
      Services will be undertaken by Approved Distribution Channels, and that all
      accountings of Service Fees hereunder will be based and derived solely from
      accountings made from Approved Distribution Channels to Company hereunder as
      of
      the end of each calendar quarter during the Term) on a country-by-country basis;
      provided, however, that to the extent, if at all, that SONY BMG is required
      to
      make any payments to any Persons in respect of the rights contemplated under
      section 7.03(e)(2) below on a more frequent basis than a calendar quarterly
      period, SONY BMG will have the right to require Company to make a payment on
      such more frequent basis in an amount owed equal to SONY BMG’s actual,
      out-of-pocket cost of such expenditures for the applicable period, and any
      amounts to be paid to SONY BMG shall be treated as an additional Advance against
      Service Fees payable in respect of the then next calendar quarterly
      accounting.  Within ten (10) days following the end of each such
      quarter hereunder, Company shall send SONY BMG separate accountings for each
      of
      SONY BMG (in respect of exploitations of SONY BMG Materials in the United
      States) and the Applicable Affiliate (in respect of exploitations of SONY BMG
      Materials in China) covering that computation for the country concerned setting
      forth a description and calculation of the applicable payments in detail
      sufficient to support the calculations of the amounts paid, in accordance with
      the reporting specifications attached hereto as Exhibit C, including the
      aggregate number of Service Transmissions embodying SONY BMG Videos via the
      Video Service during the preceding quarter (the "Quarterly Report").
      Company, will pay into the Account on behalf of SONY BMG (in respect of
      exploitations of SONY BMG Materials in the United States) and into the
      Applicable Affiliate Account on behalf of the Applicable Affiliate (in respect
      of exploitations of SONY BMG Materials in the United States), without offset
      or
      deductions of any kind, the Service Fees and other sums that have accrued and
      are payable to SONY BMG on a quarterly basis by no later than the close of
      business ten (10) business days following the end of the calendar quarter
      concerned for all exploitations of SONY BMG Videos during the preceding
      quarterly period.

     

    (2)           (A)           Without
      limiting the generality of the foregoing or anything elsewhere herein, at all
      times during the Term, Company will make available to SONY BMG a
      password-protected, secure electronic database and data tracking tool (the
      “Extranet") for access by SONY BMG on a twenty-four (24) hours per day, seven
      (7) days per week basis, containing so-called “real time” reporting of usage of
      SONY BMG Materials under this Agreement of the categories of information
      described in Exhibit G attached hereto.

    


    (B)           The
      Extranet shall also contain such additional information as SONY BMG may
      reasonably request from time-to-time during the Term, and in no event shall
      the
      Extranet contain less information than the information provided to any other
      providers of recorded audio or audiovisual content in connection with the
      Service.

    


    (C)   At
      all times during the Term, SONY BMG shall have the unrestricted ability to
      make
      copies of any information contained in the Extranet, including, for the
      avoidance of doubt and without limitation, so-called "page views",  in
      both human readable form (e.g., printed copies) and machine readable form (e.g.,
      computer files).

    


    (b)           At
      all times during the Term, Company shall maintain comprehensive standard
      management reporting systems capable of tracking the information required to
      be
      maintained and reported to SONY BMG in connection with this
      Agreement.

     

    
      
        
        

      

      
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    (c)           All
      payments becoming due to SONY BMG under this Agreement will be made in full
      by
      Company without any offset or deduction.

     

    (d)           Company
      shall pay interest at the rate of one and one-half percent (1.5%) per month,
      or
      the maximum rate permitted by law, whichever is less, from the date due, on
      any
      required payment that is not made on or before its due date, without prejudice
      to any other rights SONY BMG may have in connection with such
      delinquency.

    


    6.04.                      Company
      shall cause the independent public accounting firm that audits Company’s books
      and records to prepare in respect of each of Company’s fiscal years during the
      Term an agreed upon procedures report (each, a “Procedures Report”)
      verifying that the financial and other information contained on the Quarterly
      Reports correspond directly to the underlying books and records of Company,
      without adjustment and/or reconciling items.  Such books and records
      shall be the basis for Company’s own audited financial statements and shall be
      subject to an adequate system of internal accounting controls surrounding the
      assertions of completeness, accuracy, occurrence proper period and
      valuation.  Each such Procedures Report shall be delivered to SONY BMG
      by no later than forty-five (45) days following the end of fiscal year covered
      by the Procedures Report.

    


    6.05.                (a)           Company
      shall maintain accurate and complete records and books of account in accordance
      with GAAP applied on a consistent basis that contain any documentation
      reasonably necessary for SONY BMG to compute and verify the payments payable
      to
      SONY BMG hereunder, and to verify all of the information required to be
      delivered to or otherwise made available to SONY BMG in connection with the
      performance of this Agreement.  No more than once per year, and no
      more than once in respect of any particular Quarterly Report rendered hereunder,
      and only within two (2) years following the termination or expiration of the
      Term, SONY BMG’s representatives will have the right to examine the books and
      records described in the first sentence of this paragraph at any time during
      Company’s normal business hours, upon no less than twenty-one (21) days’ advance
      notice, and to make copies of them and extract information from them, which
      books, records and copies shall, for the avoidance of doubt, be deemed
      Confidential Information hereunder.

    


    (b)           During
      the Term, and until the date that is two (2) years following the expiration
      or
      termination of the Term, SONY BMG shall have the option (the “Approved
      Distribution Channel Financial Audit Option”), exercisable by notice to Company
      at any time, to require Company to conduct an examination of the books and
      records of or related to any Approved Distribution Channels that contain any
      documentation reasonably necessary for SONY BMG to verify the accuracy of
      payments paid or payable by or on behalf of the Approved Distribution Channel
      concerned to or on behalf of Company in connection with the exploitation of
      the
      SONY BMG Materials via the Video Service.  If, during the Term, and
      until the date that is one (1) year following the expiration or termination
      of
      the Term, Company conducts an examination of the books and records of any
      Approved Distribution Channels, to verify the accuracy of payments paid or
      payable by or on behalf of the Approved Distribution Channel concerned to or
      on
      behalf of Company, Company shall notify SONY BMG not less than sixty (60) days
      prior to the commencement of such examination, and SONY BMG shall have the
      right
      to exercise a Approved Distribution Channel Financial Audit Option in
      conjunction with the examination concerned.  In the event that SONY
      BMG exercises its Approved Distribution Channel Financial Audit Option, Company
      shall conduct the examination concerned through an auditor designated by SONY
      BMG in its sole discretion at company’s sole cost and expense, subject to the
      next sentence.  In the event that any examination of an Approved
      Distribution Channel’s books and records pursuant to SONY BMG’s exercise of a
      Approved Distribution Channel Financial Audit Option results in a recovery
      of
      any monies due to SONY BMG under this Music Video Reproduction and Exhibition
      Agreement in excess of One Hundred Dollars ($100), Company shall immediately
      pay
      over to SONY BMG the full amount of SONY BMG’s Proportionate Share of total
      monies recovered by Company under the applicable audit (which in no event may
      exceed the full amount of SONY BMG’s Proportionate Share of total monies
      recovered by Company under the applicable audit in any event), and SONY BMG
      shall reimburse Company for SONY BMG’s Proportionate Share of Company’s actual,
      out-of-pocket cost of the audit concerned promptly following SONY BMG’s receipt
      of notice from Company containing such documentation as SONY BMG may reasonably
      deem necessary evidencing such actual, out-of-pocket costs and Company’s payment
      thereof to the auditor concerned.  As used herein, “SONY BMG’s
      Proportionate Share” shall mean a fraction, the numerator of which is the total
      amount of monies recovered by Company under the applicable audit that are due
      and owing to SONY BMG and are otherwise payable to SONY BMG under this
      Agreement, and the denominator of which is the total amount of monies recovered
      by Company under the applicable audit (including, for the avoidance of doubt,
      the total amount of monies recovered by Company under the applicable audit
      that
      are due and owing to SONY BMG and are otherwise payable to SONY BMG under this
      Agreement).

    


    
      
        
        

      

      
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    (c)           Company
      shall maintain accurate and complete records and books of account in accordance
      with GAAP applied on a consistent basis that contain any documentation
      reasonably necessary for SONY BMG to compute and verify the payments payable
      to
      SONY BMG hereunder, and to verify all of the information required to be
      delivered to or otherwise made available to SONY BMG in connection with the
      performance of this Agreement.  No more than once per year, and no
      more than once in respect of any particular Quarterly Report rendered hereunder,
      and only within two (2) years following the termination or expiration of the
      Term, SONY BMG’s representatives will have the right to examine the books and
      records described in the first sentence of this paragraph at any time during
      Company’s normal business hours, upon no less than twenty-one (21) days’ advance
      notice, and to make copies of them and extract information from them, which
      books, records and copies shall, for the avoidance of doubt, be deemed
      Confidential Information hereunder.


    


    (c)           Company
      will cooperate with SONY BMG’s representatives to insure their reasonable (as
      construed broadly, in order for SONY BMG to enforce and protect its interests
      in
      connection with this Agreement) access to such books and records of Company’s
      and will furnish such supplemental information and documents as SONY BMG may
      request. If the audit establishes that Company has under-accounted and/or
      underpaid any Service Fees (deficiency) of ten percent (10%) or more of the
      Service Fees reported during the audit period then the reasonable and documented
      expenses of such inspection, including fees (but excluding SONY BMG’s overhead
      other than in-house auditor costs, the value of which shall be based on the
      fair
      market value for comparable services were they provided by unaffiliated third
      party auditors), shall be borne by Company.  Company shall promptly
      pay the amount of such deficiency, plus interest, as provided
      herein.

    


    6.06.                      If
      SONY BMG does not receive any Quarterly Report as and when required hereunder,
      Company shall submit Service Fee payments that are twenty percent (20%) higher
      than the Service Fee payments due for the preceding quarter, and payments shall
      continue at that increased rate, until SONY BMG receives the late Quarterly
      Report.  If the amount paid pursuant to this paragraph is less than
      the amount actually due, the underpayment shall be subject to paragraph 6.03(d)
      above.  If the amount paid pursuant to this paragraph is more than the
      amount actually due, the overpayment shall be credited against future Service
      Fees due to SONY BMG under this Agreement.  Nothing herein shall limit
      SONY BMG's rights or remedies elsewhere in this Agreement or
      otherwise.

    


    6.07.                   
      Company warrants and represents that Company will bear and pay any and all
      taxes, duties and customs of any kind, however designated, levied or based
      in
      any way anywhere in the Territory upon the performance of Company’s obligations
      under this Agreement or the sale or resale of any products or services by
      Company, including, for the avoidance of doubt and without limitation, all
      sales, use, excise, transactional, purchase, value added or similar taxes (other
      than income taxes payable by SONY BMG on monies earned by SONY BMG under this
      Agreement).  Company will execute any documents SONY BMG reasonably
      may deem necessary or desirable to evidence Company liability for such
      taxes.  If any claim is made against SONY BMG for such taxes, Company
      will promptly remit to SONY BMG such sums together with any penalties and
      interest assessed.

    


    6.08.                      For
      a period of two and one-half (21⁄2) years following the last day of the Term,
      Company shall retain all transaction data and other data or information
      reasonably necessary for SONY BMG and Company to determine and verify all
      amounts due or payable hereunder and for accounting purposes, including, without
      limitation, each of the items required in each Quarterly Report.

    


    7.           OPERATION
      OF THE SERVICE; RESTRICTIONS

    


    7.01.                      Company
      will use all SONY BMG Materials in an unaltered form.  Company
      warrants and represents that Company shall not directly or indirectly allow
      any
      of the SONY BMG Materials to be edited, altered or otherwise modified, either
      in
      whole or in part, directly or indirectly.  Without limiting the
      generality of the foregoing, all SONY BMG Videos included in the Video Service,
      including all Ephemeral Copies derived from encoded digital files delivered
      by
      SONY BMG to Company under paragraph 4.01 above, shall be in the same form and
      format, including the same codecs, bitrates, frame rates, screen resolutions,
      sampling rates and other parameters, as the corresponding SONY BMG Video is
      delivered to Company under paragraph 4.01 above, without alteration, editing
      and/or transcoding of any kind, in whole or in part.

    


     7.02.                      
      (a)              All
      rights in any SONY BMG Materials furnished by SONY BMG or used by Company at
      SONY BMG’s request in connection with the Video Service, including the copyright
      and the right to secure copyright, shall be SONY BMG’s property throughout the
      universe and in perpetuity.

    


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    (b)           All
      matters relating to the SONY BMG Authorized Trademarks deemed advisable by
      SONY
      BMG’s attorneys shall be determined in SONY BMG’s sole
      discretion.  SONY BMG shall not be deemed unreasonable in rejecting
      any requested change to the use of the SONY BMG Authorized Trademarks with
      respect to the Video Service upon the advice of SONY BMG’s
      attorneys.

    


    7.03.                    (a)           Company
      shall be solely responsible for creating, maintaining and distributing the
      Video
      Service in accordance with the Technical and Security and the Functionality
      Specifications.

    


    (b)           Except
      as expressly provided in this Agreement, Company shall, at its sole expense,
      be
      solely responsible for conducting all business activities related to the Video
      Service.

    


    (c)           Except
      as expressly set forth herein, as between SONY BMG and Company, Company hereby
      assumes all liability which may arise from products and services, as the case
      may be, rendered to End Users and liability for injuries to and by servants,
      agents, employees or the general public in connection with operation of the
      Video Service.  Except as expressly set forth herein, all business
      risks related to the Video Service shall be borne solely by
      Company.

    


    (d)           All
      costs and expenses incurred in insuring against loss, theft or damage of any
      materials delivered to Company by SONY BMG (“Delivery Materials”) shall
      be borne by Company. Upon the loss, theft, damage to or destruction of any
      Delivery Materials, Company shall promptly furnish SONY BMG with proof thereof
      by an affidavit executed by a duly authorized officer of Company which
      accurately confirms, with reasonable particularity, the loss, theft or damage
      concerned.  For any Delivery Materials lost, stolen, destroyed or
      damaged after delivery to Company and prior to return to SONY BMG, Company
      shall
      promptly pay to SONY BMG the reasonable replacement cost thereof, which payment
      shall not transfer title thereto to Company or any other Person.

    


    (e)           (1)     As
      between Company and SONY BMG, Company shall be solely responsible for acquiring
      all rights, consents, licenses and permissions necessary for the performance,
      reproduction, synchronization and other use of Compositions embodied in SONY
      BMG
      Videos used in connection with the Video Service, and for the payment of all
      costs, fees, expenses, charges and royalties, however designated, in connection
      with the use and exploitation of such Compositions, as and when required under
      such rights, consents, licenses and permissions.

    


    (2)    As
      between
      Company and SONY BMG: (i) SONY BMG shall be responsible for making all union
      payments (if any) to the extent, if at all, per-transaction payments are
      required by the American Federation of Musicians (AFM) and American Federation
      of Television and Radio Artists (AFTRA) arising out of Service Transmissions
      of
      SONY BMG Materials, (ii) SONY BMG shall be responsible for making all royalty
      and other payments required to be made by SONY BMG in respect of Service
      Transmissions of SONY BMG Materials to each recording artist, producer, mixer,
      remixer and other Person that contributed to the recording or creation of SONY
      BMG Videos or other SONY BMG Materials, excluding any royalty or other payments
      arising from the acquisition and exploitation of the publishing rights described
      in sections 7.03(e)(1) above, which publishing rights, for the avoidance of
      doubt, are covered in accordance with such sections.

    


    (3)    Except
      as
      otherwise expressly provided in this Agreement, Company shall be solely
      responsible for any and all costs, fees, expenses, charges and royalties,
      however designated, in connection with the use and exploitation of SONY BMG
      Materials under the Grant of Rights.

    


    
      
        
        

      

      
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    7.04.                      (a)           Each
      SONY BMG Video exhibited, performed or displayed via the Video Service shall
      contain a so-called “chyron” (as that term is understood in the United States
      Phonograph Record industry) which, during the first and last five (5) seconds
      of
      the exhibition of the SONY BMG Video concerned, displays in human readable
      form,
      each of the following elements with a degree of size, place and prominence
      consistent with a mockup approved by SONY BMG in writing in advance in each
      instance, as Sony BMG will direct for the Sony BMG Video concerned: (i) the
      title of the SONY BMG Video; (ii) the title of the album from which the SONY
      BMG
      Video concerned is derived; (iii) the name of the recording artist featured
      in
      the SONY BMG Video; (iv) the name of the record label used by SONY BMG to market
      and distribute such album (e.g., Columbia, Epic or RCA); and (v) the name of
      the
      director of the SONY BMG Video.  Without limiting any of SONY BMG's
      rights herein, Company warrants, represents and agrees that, with respect to
      any
      SONY BMG Artist whose performances are embodied on the SONY BMG Videos utilized
      in connection with the Video Service, the credits for such artist, and the
      artist credits in any advertising containing the Video Service, shall appear
      in
      the same size, prominence and type style as the size, prominence, and type
      style
      used in connection with credits for all artists that are not SONY BMG
      Artists.

    


    7.05.                      (a)           Except
      as and to the extent expressly permitted elsewhere in this Agreement, Company
      shall not, without SONY BMG’s prior written consent in each instance, which
      consent SONY BMG may withhold in its unrestricted discretion, make any use
      (directly or indirectly) of any SONY BMG Authorized Trademark or of the names,
      likenesses or biographical materials of any SONY BMG Artist and/or any other
      Persons contributing to the recording or creation of any SONY BMG Materials,
      including, for the avoidance of doubt and without limitation, any directors
      of
      SONY BMG Videos, any producers, mixers and/or remixers, in advertisements,
      promotions, press releases or marketing materials used in connection with the
      Video Service or otherwise.

    


    7.06.                      (a)           Company
      shall not, under any circumstance, (i) attempt to pledge, mortgage or otherwise
      encumber (A) the SONY BMG Materials or any other tangible or intangible property
      of SONY BMG provided to Company pursuant to this Agreement or (B) any of
      Company’s rights under this Agreement or (ii) attack or challenge the validity
      of any of SONY BMG’s or its licensor’s copyrights, patents, trademarks or other
      intellectual property rights or licenses.

    


    (b)           (1)           Company's
      rights hereunder are non-transferable, non-sublicensable and non-delegable
      and
      Company acknowledge that: (i) all of the rights granted herein are granted
      on a
      non-exclusive basis; and (ii) SONY BMG reserves all rights to use, and authorize
      third parties to use, any or all of the SONY BMG Materials.

    


    (2)           Notwithstanding
      the foregoing or anything elsewhere herein: (i) neither Company nor any Person
      deriving rights from Company may cut, edit, change, add to, delete, revise
      or
      otherwise edit or alter SONY BMG Videos in any manner whatsoever, in whole
      or in
      part, directly or indirectly, (ii) SONY BMG Videos shall only be exhibited,
      performed and displayed in their entirety in a linear manner, subject only
      to
      the End User generated results (e.g., pause, rewind, fast forward and/or replay)
      caused by an End User's operation of the interactive functionalities expressly
      permitted in the Functionality Specifications attached hereto as Exhibit A-2,
      and (iii) SONY BMG Videos shall only be exhibited, performed and displayed
      as
      audiovisual works (i.e., nothing herein shall be construed as permitting Company
      to strip the audio portion of any SONY BMG Video from the video portion thereof,
      which, for the avoidance of doubt, is expressly prohibited).

    


    
      
        
        

      

      
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    (3)           Company
      shall not, and shall not authorize any Person to, whether through acts or
      omissions, either directly or indirectly, in whole or in part, create or
      facilitate the creation of any digital copies of any SONY BMG Materials (other
      than Ephemeral Copies, as and to the extent expressly permitted in this
      Agreement).  Without limiting the generality of the foregoing or
      anything elsewhere herein, if any technology approved by SONY BMG becomes
      commercially available on commercially reasonable, non-discriminatory terms
      that
      is designed to effectively prevent audiovisual materials, such as audiovisual
      materials that are exhibited, performed and displayed as part of and in
      connection with Service Transmissions via the Video Service, from unauthorized
      reproduction, in whole or in part, or from the redistribution of digital copies
      by the End User to other Persons in whole or in part (e.g., the MPAA “broadcast
      flag”), then: (x) Company will promptly (but in no event later than thirty (30)
      days thereafter) acquire all necessary rights, licenses and permissions as
      may
      be required for Company to use such technology in connection with Service
      Transmissions of SONY BMG Materials hereunder promptly following notice from
      SONY BMG that accurately confirms the availability of the applicable approved
      technology and SONY BMG's approval of such technology for the uses contemplated
      herein, and (y) Company will promptly thereafter encode and protect all Service
      Transmissions containing SONY BMG Materials in accordance with the
      specifications for the applicable technology on a prospective
      basis.

    


    (4)           Company
      warrants, represents and agrees that it will not through its acts or omissions,
      directly or indirectly, sell or otherwise dispose of, pledge, mortgage or in
      any
      way encumber the SONY BMG Materials or any rights herein.

    


    7.07.              Company's
      rights to use the SONY BMG Materials under the Grant of Rights shall be subject
      to all of the terms and conditions of this Agreement, and Company's right to
      use
      such SONY BMG Materials shall not constitute a transfer of rights to Company
      in
      or to the SONY BMG Materials or any other intellectual property associated
      therewith, except to the extent expressly authorized
      herein.   For the avoidance of doubt, nothing contained in this
      Agreement shall be construed as giving Company or any other Person the right
      to
      sell, resell or otherwise conduct or authorize the transmission of SONY BMG
      Materials, either in whole or in part, as a dealer, retailer, distributor,
      subdistributor, merchant, syndicator or otherwise, except to the extent
      expressly, if at all, authorized herein.

    


    8.           SECURITY

    


    8.01.                      (a)           At
      all times during the Term, the SONY BMG Materials shall be stored, hosted,
      secured, served and delivered directly to End Users solely from Company Servers
      in accordance with the Technical and Security Specifications attached hereto
      as
      Exhibit A-2 attached hereto.

    


    (b)           If
      Company becomes aware of any unauthorized access to or unauthorized reproduction
      of SONY BMG Materials or other materials or properties owned or controlled
      by
      SONY BMG in contravention of the terms, conditions and limitations prescribed
      in
      this Agreement as a result of a breach of security with respect to Company
      Servers or any other aspect of Company’s server-side distribution platform,
      including network components used in connection with Company Servers (e.g.,
      a
      server hack), or if Company becomes aware that the security features contained
      in the Technical and Security Specifications, solely insofar as they relate
      to
      server-side security, are capable of circumvention (each a “Server Security
      Breach”), Company shall immediately notify SONY BMG (in the event that SONY
      BMG was not the Person that made Company so aware) and shall reasonably
      cooperate with SONY BMG, at Company’s expense, to promptly cure the Server
      Security Breach concerned to SONY BMG’s reasonable satisfaction and Company
      shall give SONY BMG such assurances and furnish to SONY BMG such plans as are
      reasonably satisfactory to SONY BMG detailing, with reasonable particularity,
      the steps that have been taken and the steps that Company proposes to take
      to
      eliminate the Server Security Breach concerned.  In the event that
      Company is unwilling or unable to cure such Server Security Breach to SONY
      BMG’s
      reasonable satisfaction within twenty-four (24) hours of becoming aware of
      such
      Server Security Breach, SONY BMG shall have the right, in its sole discretion,
      as of the end of the aforesaid twenty-four (24) hour period, exercisable by
      notice to Company (which notice, for the avoidance of doubt, may,
      notwithstanding anything to the contrary elsewhere herein, be via telephone,
      confirmed facsimile, confirmed electronic mail or any other effective method
      of
      communication in respect of which confirmation of delivery is available) to
      suspend the running of the Term and the grant of rights by SONY BMG under this
      Agreement until such Server Security Breach is cured to SONY BMG’s reasonable
      satisfaction  (such notice is sometimes referred to herein as a
“Server Security Suspension Notice”). During the pendency of any such suspension
      period (x) the Term and the Grant of Rights shall be suspended, (y) Company’s
      rights to use the SONY BMG Materials and authorization to exhibit, perform
      and
      display SONY BMG Videos shall be suspended, and Company shall thereafter cease
      all exhibitions, performances and displays  of SONY BMG Videos, and
      (z) Company shall cease to use the SONY BMG Materials and all SONY BMG Materials
      shall be taken-down.  Without limiting the generality of the
      foregoing, SONY BMG shall be permitted to terminate the Term under Article
      12
      below if the suspension of the Term under the foregoing provisions of this
      subparagraph lasts more than sixty (60) consecutive days (or ninety (90) days
      in
      any period of one hundred and eighty (180) consecutive days).

    


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    (c)           Company
      shall employ a technology solution (including a DRM approved by SONY BMG
      hereunder) in accordance with the Technical and Security Specifications attached
      hereto.   Without limiting any other provision of this Agreement
      in respect of Company’s enforcement of the Technical and Security
      Specifications, in the event that such technology solution (including such
      DRM
      approved by SONY BMG hereunder) fails to prevent the use of any SONY BMG
      Materials in a manner inconsistent with the Technical and Security
      Specifications (a “DRM Security Breach”), Company shall immediately
      notify SONY BMG (in the event that SONY BMG was not the Person that made Company
      so aware) and shall reasonably cooperate with SONY BMG, at Company’s expense, to
      promptly cure the DRM Security Breach concerned on a prospective basis to SONY
      BMG’s reasonable satisfaction and Company shall give SONY BMG such assurances
      and furnish to SONY BMG such plans as are reasonably satisfactory to SONY BMG
      detailing, with reasonable particularity, the steps that have been taken and
      the
      steps that Company proposes to take to eliminate the DRM Security Breach
      concerned on a prospective basis.  In the event that Company is
      unwilling or unable to cure such DRM Security Breach on a prospective basis
      to
      SONY BMG’s reasonable satisfaction within five (5) days from the date Company
      becomes aware of such DRM Security Breach, SONY BMG shall have the right, in
      its
      sole discretion, as of the end of the aforesaid five (5) day period, exercisable
      by notice to Company (which notice, for the avoidance of doubt, may be via
      telephone, confirmed facsimile, confirmed electronic mail or any other effective
      method of communication in respect of which confirmation of delivery is
      available) to suspend the running of the Term and the grant of rights by SONY
      BMG under this Agreement until such DRM Security Breach is cured to SONY BMG’s
      reasonable satisfaction (such notice is sometimes referred to herein as a
“DRM Security Suspension Notice”). During the pendency of any such
      suspension period (x) the Term shall be suspended, (y) Company’s rights to use
      the SONY BMG Materials and authorization to exhibit, perform and display SONY
      BMG Videos shall be suspended, and Company shall thereafter cease all
      exhibitions, performances and displays of SONY BMG Videos, and (z) Company
      shall
      cease to use the SONY BMG Materials and all SONY BMG Materials shall be
      taken-down.  Without limiting the generality of the foregoing, SONY
      BMG shall be permitted to terminate the Term under Article 12 below if the
      suspension of the Term under the foregoing provisions of this subparagraph
      lasts
      more than sixty (60) consecutive days (or ninety (90) days in any period of
      one
      hundred and eighty (180) consecutive days).

    


    (c)           If
      Company becomes aware of any unauthorized access to or unauthorized reproduction
      of SONY BMG Materials in contravention of the terms, conditions or limitations
      prescribed in this Agreement as a result of a breach of security with respect
      to
      any Approved Handset, or if Company becomes aware that any of the security
      features contained in the Technical and Security Specifications, solely insofar
      as they relate to the security of any Approved Handset, are capable of
      circumvention (a “Device Security Breach”), Company shall (i) immediately
      notify SONY BMG (in the event that SONY BMG was not the Person that made Company
      so aware), (ii) reasonably cooperate with SONY BMG, at Company’s expense, to
      promptly cure the Device Security Breach concerned to SONY BMG’s reasonable
      satisfaction and (iii) give SONY BMG such assurances and furnish to SONY BMG
      such plans as are reasonably satisfactory to SONY BMG detailing, with reasonable
      particularity, the steps that have been taken and the steps that Company
      proposes to take to eliminate the Device Security Breach
      concerned.  Without limiting SONY BMG’S rights and remedies hereunder
      or otherwise, in the event that Company is unwilling or unable to cure such
      Device Security Breach to SONY BMG’s reasonable satisfaction within twenty-four
      (24) hours of becoming aware of such Device Security Breach, SONY BMG shall
      have
      the right, in its sole discretion, as of the end of the aforesaid twenty-four
      (24) hour period, exercisable by notice to Company (which notice,
      notwithstanding anything to the contrary herein, may be delivered via facsimile,
      electronic mail or any other effective method of written communication) to
      either (1) suspend the running of the Term and the grant of rights by SONY
      BMG
      under this Agreement until such Device Security Breach is cured to SONY BMG’s
      reasonable satisfaction, or (2) deem the applicable Electronics Device rejected
      as an Approved Handset on a prospective basis for the remainder of the
      Term.  During the pendency of any such suspension period, (x) the
      running of the Term shall be suspended, and (y) all SONY BMG Materials otherwise
      made available via the Video Service shall immediately be disabled or otherwise
      taken-down (such SONY BMG Materials are sometimes referred to herein as
“Take-Down Materials”), as SONY BMG shall direct.  Without
      limiting the generality of the foregoing, SONY BMG shall be permitted to
      terminate the Term under Article 12 below if the suspension of the Term under
      the foregoing provisions of this subparagraph lasts more than sixty (60)
      consecutive days (or ninety (90) days in any period of one hundred eighty (180)
      consecutive days.

    
      
        
        

      

      
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    8.02.                      Upon
      reasonable advance notice, SONY BMG will have the right, at its own expense,
      to
      conduct technical audits of the Company and the Video Service for the purpose
      of
      observing and verifying the storage, hosting, security, serving, delivery and
      other use of the SONY BMG Materials, including, for the avoidance of doubt
      and
      without limitation, all hardware and software components and systems utilized
      by
      Company and its designees (e.g., Company Servers) that distribute the Video
      Service including server logs, and all documentation setting forth policies
      and
      procedures with respect to security features and formats, wherever any such
      hardware and software components and systems and documentation are maintained
      or
      stored, as applicable, including, without limitation, any and all data centers
      and information technology departments performing services or operations in
      connection with or on behalf of the Video Service.  For the avoidance
      of doubt, any information disclosed by Company under this paragraph 8.02 will
      be
      deemed “Confidential Information” hereunder.

    


    9.           WEEKLY
      ACTIVITY REPORTS

    


    9.01.                      (a)   In
      respect of each calendar week during the Term, Company will provide to SONY
      BMG
      on a weekly basis a report containing the following information:

    


    (1)           A
      list containing the aggregate number of exhibitions of each SONY BMG Video
      organized by artist, title and “label” (e.g., Epic Records, Columbia
      Records, RCA Records, Zomba Records) (including the date, daypart segment and
      duration of each such exhibition), sorted by country and on an overall
      Territory-wide basis;

    


    (3)           A
      list containing the top fifty (50) audiovisual works, including music videos
      (other than SONY BMG Videos) exhibited by artist, title and “label”
(e.g., Epic Records, Columbia Records, RCA Records) (including the date,
      daypart segment and duration of each such exhibition), sorted by country and
      on
      an overall Territory-wide basis;

    


    (4)           A
      comparison of the number of Service Transmissions embodying SONY BMG Videos
      with
      the total number of Service Transmissions of audiovisual works (including Music
      Videos) that are not SONY BMG Music), sorted by country and on an overall
      Territory-wide basis; and

    


    (5)           A
      list of the top one hundred (100) selling Related Products sold via the Video
      Service through Buy Offer buttons or otherwise; and

    


    (4)           A
      comparison of the number of Video Service Transmissions embodying Sony BMG
      Videos with the total number of Video Service Transmissions
      of   audiovisual works (including Music Videos) that are not Sony
      BMG Videos; and

    


     (5)           The
      ratio, expressed as a percentage, of all sales of Related Products sold via
      Buy
      Offers displayed through the Video Service that follow an End User request
      in a
      reasonably proximate time period after the exhibition of an audiovisual work
      including any Sony BMG Videos and other Music Videos (i.e., the “click through”
or “conversion rate” for sales).

    


    Without
      limiting the generality for the foregoing, on a weekly basis during the Term,
      Company will collect and deliver to SONY BMG a weekly report in an electronic
      and printable format, on or before 5:00 PM (EST) each Monday, in respect of
      activity of the Video Service during the seven (7) day period commencing on
      the
      Monday of the preceding calendar week through the preceding Sunday of that
      calendar week, containing the data and information described in (and otherwise
      in accordance with) the weekly reporting specifications attached hereto as
      Exhibit C on an overall basis and on a per Approved Distribution Channel basis
      (each, a “Weekly Report”).  Notwithstanding the foregoing, if
      Company provides additional categories of data, such as aggregated sales
      comparisons among record label groups, to any provider of recorded music
      content, then Company shall provide such additional data to SONY
      BMG.  

    


    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    10.           PROMOTIONAL
      OPPORTUNITIES

    


    10.01.                           (a)                 (This
      paragraph 10.01 will apply only in the event that the Video Service incorporates
      artist specific and/or music video specific features, spotlights, contests
      and
      other marketing and promotional opportunities for any providers of audiovisual
      content in connection with the Video Service.)

    


    (b)                 
      During the Term, SONY BMG and Company will work together in good faith to
      develop artist specific and/or Music Video specific features, spotlights,
      contests and other marketing and promotional opportunities  via the
      Video Service (“Featured Promotions”).  Toward that end, SONY BMG and
      Company will make reasonable efforts to participate in regularly scheduled
      meetings or conference calls (as the parties may mutually agree) to discuss
      SONY
      BMG’s release schedule, priorities and marketing and merchandising ideas for
      Featured Promotions for each Approved Distribution
      Channel.  

    


    10.02.                        
      (a)                  
(This paragraph 10.02 will apply only in the event that the Video Service
      incorporates features, placements, merchandising opportunities, spotlights,
      contests, recommendations, messaging or other marketing and promotional
      opportunities on and in connection with the Video Service)

    


    (b)                
      (1)    Without limiting the generality of the foregoing or
      anything elsewhere herein, during the Term, Company shall offer to SONY BMG
      on a
      gratis basis a reasonably proportionate share of Promotional Opportunities
      (as
      such proportionate share is determined by reference to the number of albums
      sold
      by SONY BMG as compared to the number of albums sold by each other Person that
      is also a provider of recorded music content to the Video Service in the
      Territory during the preceding calendar month, in each case, as reported by
      SoundScan (or another provider of reasonably comparable sales data with
      reasonably equivalent authority, accuracy and reliability in the event that
      SoundScan ceases publication of such information) (i.e., so-called “album market
      share").  In the event that SONY BMG avails itself of any such
      Promotional Opportunities so offered, SONY BMG shall at all times retain sole
      control over the selection of SONY BMG Artists and SONY BMG Materials, subject
      to the next sentence.  SONY BMG shall consult with Company regarding
      the selection of SONY BMG Artists to be the subject of any particular
      Promotional Opportunity, provided, however, that SONY BMG and Company
      acknowledge and agree that the Promotional Opportunities will include a
      reasonable mix of SONY BMG Artists that are so-called "established artists"
      and
      SONY BMG Artists that so-called "developing artists."  In the event
      that Company reasonably believes that SONY BMG’s selection of artist(s) and/or
      SONY BMG Materials for any Promotional Opportunity is incompatible with the
      overall framework of such Promotional Opportunity, then Company shall notify
      SONY BMG of Company’s request that SONY BMG select different SONY BMG Artist(s)
      and/or SONY BMG Materials, and SONY BMG shall have the right to select in its
      sole discretion such different SONY BMG Artist(s) and/or SONY BMG
      Materials.

    


    (2)           As
      used herein, “Promotional Opportunities” shall mean, individually and
      collectively, features, placements, merchandising opportunities, spotlights,
      contests, recommendations, messaging or other marketing and promotional
      opportunities on and in connection with the Video Service.

    


    11.           
      MOST FAVORED NATIONS

    


    9.01.  Company
      represents,
      warrants and covenants that, as of the Effective Date, it has not entered into,
      any agreement or other understanding with any third party provider of recorded
      music, artwork or other assets used in connection with the Subscription Video
      Service that contains terms and conditions that are more favorable to such
      third
      party when taken on a “whole agreement basis” than the terms and conditions of
      this Agreement when taken on a “whole agreement basis” (such agreement or other
      understanding with any such third party is sometimes referred to as a “More
      Favorable Agreement”).  Company represents, warrants and covenants
      that, after the Effective Date, if Company enters into a More Favorable
      Agreement, then Company shall promptly provide notice to SONY BMG of such event
      and offer to provide to SONY BMG the terms of such More Favorable Agreement
      in
      lieu of the terms herein.

    


    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    9.02.  If
      SONY BMG chooses to accept such offer, the parties shall promptly amend the
      agreement for the remainder of the Term to reflect all of the terms and
      conditions of the More Favorable Agreement.  Subject to paragraph 9.01
      above, SONY BMG shall have the right, not more than once per year of the Term,
      upon not less than fifteen (15) business days’ notice to reasonably request that
      an independent third party determine whether Company has entered into a
      potential More Favorable Agreement with any such third party.  If such
      independent third party determines that Company has done so, Company shall
      offer
      to amend this Agreement  to reflect, retroactively to the Amendment
      Date (as defined below), all of the terms and conditions of the More Favorable
      Agreement.  If accepted by SONY BMG, the parties shall promptly amend
      this Agreement  to reflect all of the terms and conditions of the More
      Favorable Agreement (the “Amended Agreement”).  The date on
      which the agreement is so amended shall be referred to as the “Amendment
      Date.”  Promptly after the Amendment Date, Company shall pay to
      SONY BMG the amount by which any amounts it owes to SONY BMG under the Amended
      Agreement (including, for the avoidance of doubt, advances, non-recoupable
      sums,
      service fees (however characterized) and equity consideration) exceeds the
      remuneration paid to SONY BMG under this Agreement due hereunder on and after
      the Amendment Date.  In the event that Company agrees to any provision
      in any third-party agreement that would have the effect of permitting such
      third
      party (each, a “Third Party”) to compare any of the terms of this
      Agreement with any terms in such third-party agreement, Company agrees that,
      in
      connection with such a comparison, Company (i) will only permit such Third
      Party
      to review the terms of this Agreement by means of an independent third-party
      auditor that agrees to maintain the confidentiality of all terms of this
      Agreement in a manner consistent with the foregoing provisions of this Article
      11 and subject to Article 15 below, and (ii) will not disclose to such Third
      Party or to such third-party auditor the identity of SONY BMG as a party to
      this
      Agreement.

     

    12.           TERMINATION

    


    12.01.                      (a)           Immediately
      following the occurrence of any Default Event (as defined below), Company shall
      be deemed in material breach and default hereof and SONY BMG, in addition to
      any
      other rights and remedies which SONY BMG has under this Agreement or otherwise,
      may upon notice to Company, immediately terminate this Agreement and the Term,
      and the provisions of paragraph 12.02 below shall apply.  No exercise
      of any right or remedy hereunder shall limit SONY BMG’s right to recover damages
      by reason of Company’s default, SONY BMG’s right to exercise any other right or
      remedy under this paragraph 12.01, or any of SONY BMG’s other rights or
      remedies.

    


    (b)           As
      used herein, a “Default Event” will mean the occurrence of any of the
      following events: (i) the failure to timely make payments required hereunder
      or
      render Quarterly Reports or other reports or information or to cooperate or
      render any information or documents required to be furnished or otherwise made
      available to SONY BMG as and when required hereunder; provided, however, that,
      with respect to any such breach Company will have a period of five (5) business
      days from its receipt of SONY BMG’s notice of such breach in which to cure said
      breach before it will be deemed a “Default Event”; (ii) a breach of any of
      Company’s representations, warranties, covenants or obligations hereunder, or
      the failure to fulfill any of Company’s material obligations hereunder; (iii)
      the bankruptcy or insolvency of Company, or the dissolution or the liquidation
      of Company’s assets, or the filing of a petition in bankruptcy or insolvency for
      an arrangement or reorganization by, for or against Company, or the appointment
      of a receiver or a trustee for all or a portion of Company’s property, or
      Company’s making an assignment for the benefit of creditors; provided, however,
      that Company will have a period of sixty (60) consecutive days from its receipt
      of any involuntary petition in bankruptcy filed against Company, as applicable,
      in which to cure said breach before it will be deemed a “Default Event”; (iv)
      Company’s attempt to assign any of Company’s rights, duties or obligations under
      this Agreement in contravention of the limitations prescribed elsewhere in
      this
      Agreement without SONY BMG’s prior written consent, or the succession of any of
      those rights to any other Person by operation of law; (v) If as a result of
      Company’s acts or omissions any Persons obtain access to SONY BMG Materials in
      contravention of the terms and limitations regarding access thereto prescribed
      in this Agreement, including any Server Security Breach, DRM Security Breach
      or
      Device Security Breach that is not cured as and when required in accordance
      with
      Article 8 above; (vi) If for any reason Company ceases doing business in the
      ordinary course and/or there is a substantial diminution in the ability of
      Company to effectively carry on its business in general or any aspect thereof
      or
      the business of the Video Service in particular; and/or (vii) In the event
      of a
      Change of Control.

    


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    12.02.                                Upon
      termination or expiration of the Term:  (i) all rights granted to
      Company herein shall immediately terminate; (ii) neither Company nor, for the
      avoidance of doubt, any other Person shall thereafter have any right to make
      any
      use of any SONY BMG Materials or SONY BMG Authorized Trademarks; (iii) Company
      shall immediately cease to use the SONY BMG Materials, including any Ephemeral
      Copies, computer files or software embodying the SONY BMG Materials; (iv)
      Company shall immediately return or destroy or remove, as SONY BMG shall direct,
      all of the foregoing materials and all copies of the foregoing materials, and
      Company shall promptly furnish SONY BMG with a sworn affidavit, signed by an
      officer of Company, in a form satisfactory to SONY BMG in its reasonable
      discretion, accurately confirming the foregoing; and (vi) all monies then due
      or
      to become due to SONY BMG shall become immediately due and payable without
      presentment, demand, protest or other notice of any kind, all of which are
      hereby waived by Company.  No termination or expiration of this
      Agreement shall affect SONY BMG's right to payment of all monies due hereunder
      (and the associated accounting in connection therewith).

     

    13.           REPRESENTATIONS
      AND WARRANTIES

    


    13.01.                      Company
      covenants, represents and warrants that each of the following is true and shall
      remain true at all times during the Term:

    


    (a)           Company
      has the right and power to enter into and fully perform this Agreement and
      to
      make the commitments Company makes herein, and except as expressly provided
      in
      this Agreement, has obtained and will retain all necessary licenses, permissions
      and consents (including, for the avoidance of doubt, all necessary publishing
      licenses in connection with the use of the SONY BMG Videos) and any other
      licenses, permissions or consents for which the terms of this Agreement
      expressly provide that SONY BMG shall be responsible.

    


    (b)           Except
      as expressly provided in this Agreement, SONY BMG shall not be subject to any
      costs, fees, royalties or other charges in respect of the operation of the
      Video
      Service and the exploitation of any SONY BMG Materials under the Grant of Rights
      granted in this Agreement.

    


    (c)           Company
      is fully-qualified to perform all obligations as described herein and to
      maintain and operate the Video Service as described herein.  Company
      shall operate the Video Service to the best of Company’s abilities in accordance
      with the Functionality Specifications and the Technical and Security
      Specifications, and shall not subcontract or otherwise delegate any of Company’s
      duties hereunder.

    


    (d)           Company
      shall own, possess valid licenses to use and/or control at all times during
      the
      Term, all right, title and interest in and to the Video Service and all
      materials embodied, reproduced or otherwise contained therein, and all
      copyrights and other rights therein, throughout the Territory, free and clear
      of
      any and all claims or encumbrances whatsoever therein to the extent necessary
      for the operation of the Video Service as described herein.  The Video
      Service, and the operation and use thereof for the purposes described herein,
      shall not, and at no time shall during the Term, violate any law (including,
      without limitation, any federal law or regulation) or infringe upon or violate
      the rights of any Person, including, without limitation, any trademarks, names,
      logos, copyrights, materials or other content Company creates, licenses, uses,
      publishes, performs, reproduces, distributes or displays (other than the SONY
      BMG Materials or other materials furnished to Company by SONY BMG
      hereunder).

    


    (e)           As
      of the date that Company commences transmission of SONY BMG Materials via the
      Video Service, Company will have obtained from all necessary third parties
      all
      licenses and other rights necessary or advisable in order to create and operate
      the Video Service.

    


    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    (f)           Company
      is a corporation duly organized and in good standing under the laws of
      Florida.

    


    (g)           Each
      of the security features utilized by Company shall at all times be of the
      highest technical standards and functionality, and shall at all times utilize
      systems which are considered the so-called “state-of-the-art”.

    


    (h)           The
      Service shall not contain or utilize any content or other materials which SONY
      BMG deems patently offensive or which, in the judgment of its attorneys, might
      subject SONY BMG or Company to unfavorable regulatory action. The Service shall
      not contain or utilize any content or other materials that could be construed
      by
      a reasonable Person as tending to disparage, ridicule, insult, deride,
      embarrass, humiliate, taunt or disgrace the reputation or good will of any
      SONY
      BMG Artists, SONY BMG or any of SONY BMG's Affiliates.

    


    (i)           Company
      shall not enter into any agreement whatsoever on behalf of SONY BMG, shall
      not
      make any representations or warranties on behalf of SONY BMG, and shall not
      represent to any Person that it has the power, whether express or implied,
      to
      bind SONY BMG in any way or enter into contracts on SONY BMG’s
      behalf.

    


    (j)           Company
      shall not make any use of any SONY BMG Materials, or authorize any third party
      to make any use of any SONY BMG Materials, except as specifically permitted
      pursuant to the express terms of this Agreement.  Company’s use of any
      SONY BMG Materials other than as specifically permitted pursuant to the express
      terms of this Agreement shall be subject to SONY BMG’s right of prior review and
      written approval in every such instance.  For the avoidance of doubt,
      and without limiting any of the foregoing, in no event at any time during the
      Term shall Company use any SONY BMG Materials, or authorize any third party
      to
      make any use of any SONY BMG Materials except as otherwise expressly permitted
      in this Agreement.

    


    (k)           Company
      shall use best efforts to ensure the security of all data and information
      collected and/or transmitted by the Video Service, and that in connection with
      such efforts it shall make use of current, effective and so-called “state of the
      art” encryption and anti-piracy technologies.

    


    (m)           Company
      will not make or facilitate the making of any reproductions or copies of any
      SONY BMG Materials except in connection with Ephemeral copies as and to the
      extent expressly permitted in this Agreement.

    


    (n)           Company
      shall not cut, edit, change, add to, delete from or revise any SONY BMG
      Materials (or authorize any Person to do any of the foregoing) without the
      express prior written consent of SONY BMG in each instance.  Without
      limiting the scope of the foregoing, Company expressly agrees that it will
      not
      alter or delete any title, credit or copyright notice, any trademarks or service
      marks, or the talent, writing, producing, directing or music credits contained
      in the SONY BMG Materials.

     

    (o)           Company
      will not, directly or indirectly, sell or otherwise dispose of, pledge, mortgage
      or in any other way encumber the SONY BMG Materials.

    


    (p)           Company
      will use commercially reasonable efforts to develop and promote the Video
      Service.

    


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    (r)           All
      elements and components of the Video Service's distribution platform, including
      all Company Servers, shall be owned and controlled solely by Company that are
      located solely at such locations in the Territory, which locations Company
      has
      notified SONY BMG in writing with reasonable particularity as to its exact
      physical location (e.g., by providing the name of the facility, the street
      address of such facility and the main phone number for such
      facility).  Company will give SONY BMG thirty (30) days’ prior notice
      before changing the location of any such Company Servers.  As of the
      date hereof, the Company Servers are located at: Thorn Communications Inc.,
      11
      Broadway, 3rd Floor (Suite 332), New York, NY 10004 (phone:
      +1-212-480-3680).

    


    (s)           Except
      as and to the extent expressly provided elsewhere in this Agreement, Company
      shall exclusively provide all content hosting, bandwidth, and other service
      and
      distribution functions in connection with the Video Service.

    


    (t)           Company
      will use state-of-the-art safeguards to protect all SONY BMG Materials in
      Company’s possession or control.

    


    (u)           SONY
      BMG Materials shall not be exhibited, performed or displayed, as the case may
      be, in a manner that could be construed by a reasonable Person as an endorsement
      of any product, service or Person, as so-called "commercial tie-up" or
      "commercial tie-in" or any similar use, directly or indirectly, in whole or
      in
      part without the prior written consent of SONY BMG in each instance, which
      consent SONY BMG may withhold in its sole, unrestricted discretion in each
      instance.

    


    (v)           Company
      shall not allow any Person outside the Territory to access the Video
      Service.

    


    


    13.02.     
      (a)           SONY BMG
      represents and warrants that it has the right, power and authority to enter
      into
      and fully perform this Agreement and to make the commitments that SONY BMG
      makes
      herein.

    


    (b)           SONY
      BMG represents and warrants that, to the best of its knowledge, the use of
      the
      SONY BMG Videos (excluding any musical compositions and any dramatic, literary
      or other copyrighted works embodied in the soundtrack therein) in accordance
      with the terms of this Agreement will not violate or infringe the rights of
      any
      third parties.

    


    14.           ADDITIONAL
      DEFINITIONS

    


    “Account”
      shall mean SONY BMG’s banking account as established and maintained by SONY BMG
      and of which Company have been notified from time-to-time during the
      Term.  As of the Effective Date, Company shall be deemed to have been
      notified of the following banking account: JP Morgan Chase, 4 New York Plaza,
      New York, NY 10004, ABA#: 021000021, Account Name: BMG Music, Account#:
      323213804.

    


    “Applicable
      Affiliate Account” shall mean the Applicable Affiliate’s banking account as
      established and maintained by the applicable Affiliate and of which Company
      have
      been notified from time-to-time during the Term.  As of the Effective
      Date, Company shall be deemed to have been notified of the following banking
      account listed in Exhibit E attached hereto.:

    


    "Advance"
      shall mean a prepayment of Service Fees.  Company may recoup Advances
      solely from Service Fees to be paid or accrued to or on behalf of SONY BMG
      pursuant to this Agreement.  Advances paid under this Agreement shall
      not be returnable to Company or any other Person.

    


    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    “Advertisements”
      shall mean any and all audio, audiovisual, graphic, textual and other
      advertisements, messages, sponsorships or other commercial space that is leased,
      licensed or sold to or on behalf of Persons for purposes of advertising,
      promotion, marketing, trade or otherwise (e.g., the development, maintenance
      or
      enhancement of general goodwill).

    


    “Affiliate”
shall
      mean, with
      respect to any specified Person, any other Person that, directly or indirectly,
      through one or more intermediaries, controls, is controlled by, or is under
      common ownership or control with, or is owned or controlled by, such specified
      Person.  As used in this definition, the term “control” (including the
      terms “controlling”, “controlled by” and “under common control with”) of a
      Person means the ownership of at least fifty percent (50%) of the equity of
      such
      other Person.

    


     “Approved
      Handsets” shall
      mean a small, light-weight Electronic Device that (i) is designed for use during
      travel, (ii) is at all times capable of establishing and/or maintaining
      connectivity to the Wireless Platform, (ii) does not have a Prohibited Digital
      Output, and (iii) is primarily used by end users for the transmission and
      receipt of voice and data communications via the Wireless
      Platform.  Without limiting the generality of the preceding sentence,
      an essential attribute of such a light-weight Electronic Device is the ability
      for it to run and perform all functions solely on the basis of battery power
      and
      without the use of a continuously recurring connection to an AC, DC, or other
      electrical power supply.

    


    "Buy
      Offer" shall mean a visible
      area within the Deck Page of a recipient of the Video Service utilized to
      display the audiovisual programming of the Video Service that contains an
      interactive platform (with supporting software and tools) that enables data
      to
      be delivered via the Wireless Platform to and from an Approved Distribution
      Channel utilized to deliver Video Service Transmissions to End Users that
      visibly and prominently displays to End Users in clear text offers to purchase
      Related Products from third-party mobile retailers as selected by SONY BMG
      in
      its sole discretion using a so-called “one-click” purchase method which, if
      accepted by such Person, results in the consummation of a sale of the applicable
      Related Product by the applicable third-party mobile retailer that is fulfilled
      by delivery to such Person by such third-party mobile retailer.

    


    “Change
      of Control” shall mean the occurrence of any of the following events (solely
      for purposes of this definition Company shall mean the Company and/or any
      company with which the Company merges or consolidates):  (i)The
      Permitted Holders cease to be the beneficial owner, directly or indirectly,
      of a
      majority in the aggregate of the total voting power of the capital stock of
      the
      Company; (ii) Any person or group, other than one or more Permitted Holders,
      is
      or becomes the beneficial owner, directly or indirectly, of more than 35% of
      the
      total voting power of the capital stock of Company and the Permitted Holders
      (1)
      beneficially own, directly or indirectly, in the aggregate a lesser percentage
      of the total voting power of the capital stock of Company than such other person
      or group or (2) do not have the right or ability by voting power, contract
      or
      otherwise to elect or designate for election a majority of the board of
      directors of Company; or (iii) A Triggering Person or an Affiliate of a
      Triggering Person, acting either alone or as part of a group, directly or
      indirectly, (A) becomes the beneficial owner of any voting power of the capital
      stock of Company or (B) obtains the right or ability by voting power, contract
      or otherwise, to elect or designate for election any one or more members of
      the
      board of directors of Company.  The terms “beneficial owner” and
“group” shall have the meanings given to such terms under the Securities and
      Exchange Act of 1934, provided that when “beneficial owner” refers to someone
      other than the Permitted Holders, it shall be deemed to include “beneficial
      ownership” of all securities that any such person or group has the right to
      acquire, whether such right is exercisable immediately or only after the passage
      of time.  Clauses (i) and (ii) and clause (iii)(B) of the foregoing
      provision shall no longer apply in the event (a) there is an initial public
      offering of the Company’s shares for at least 20% of the Company’s capital stock
      [and] [or] resulting in proceeds to the Company of at least $5,000,000 and
      (b)
      following such initial public offering, the Permitted Holders no longer (A)
      own
      a majority of the voting power of the capital stock of the Company or (B) have
      the right to elect a majority of the board of directors of the
      Company.

    


    “Company
      Application” means a computer program (or other set of statements or
      instructions, as the case may be) that contains each of the following essential
      attributes and functionalities: (i) it incorporates an embedded media player
      with audiovisual playback and library management functionality including
      management of the applicable End User's User Account; (ii) it integrates the
      Company’s Deck Site and connects to the Company Servers in a manner that makes
      the Video Service accessible to the end user of such computer program (or other
      set of statements or instructions, as the case may be) via Approved Handsets;
      (iii) it is marketed and branded solely under the Company Branding; and (iv)
      it
      is operated in conformity with the Functionality Specifications and the
      Technical and Security Specifications, respectively, attached
      hereto.

    


    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     “Company
      Branding” will mean the “IMN TV” Trademarks and any other indicia of
      branding owned by Company and generally used by Company in conjunction with
      the
      Video Service.

    


    "Company
      Servers" means the computer servers owned, operated and controlled solely by
      Company that are located in the Territory and utilized by the Company in
      connection with the Video Service.

    


    “Composition”
      shall mean (i) a single musical composition or other dramatic, literary or
      other
      work embodied in the Recording concerned, irrespective of length, including
      all
      spoken words and bridging passages, or (ii) a spoken word or dramatic work
      (or
      portion thereof), irrespective of length, that is thematically related and
      embodied by SONY BMG in such Recording.

    


    "Contract
      Year" - the annual period beginning on the date of commencement of the Term,
      and each subsequent annual period during the Term beginning on the anniversary
      of that commencement date (as such Contract Year may be suspended or extended,
      and those dates postponed, as provided herein).

    


    “Deck
      Page” means a document
      that is written in XHTML Basic, XHTML Mobile Profile, WML (i.e., WAP Markup
      Language), or another industry standard mark-up language, that is made available
      for viewing by Users on Wireless Devices via the Internet by using WAP, i.e.,
      Wireless Application  Protocol, (or any other generally accepted
      protocols) to effectuate data transmissions.

     

    “Deck
      Site” means a collection
      of Deck Pages with a common theme or subject matter that are: (a) solely
      operated and controlled by Company; and (b) interconnected via Links and
      delivered via the Wireless Platform.

     

    “Digital
      Copy” shall mean a copy (other than an Ephemeral Copy) or reproduction of
      any content, including without limitation the SONY BMG Materials, in a digital
      format.

    


    “DRM”
      will mean a technology that is designed to provide a secure, reliable process
      for the encryption and decryption of digital media files and the enforcement
      of
      the usage rules applicable to the Music Videos by means of software that is
      permanently associated with such digital media file, as approved by SONY BMG
      in
      writing in advance in its sole discretion for the Music Video
      concerned.  The parties hereby acknowledge that as of the Effective
      Date, Company has not yet submitted a proposed such technology to SONY BMG
      for
      its approval hereunder.  Company hereby agrees that it will submit a
      proposed such technology to SONY BMG for its approval hereunder promptly
      following the complete execution of this Agreement, and that notwithstanding
      anything elsewhere in this Agreement, SONY BMG’s prior approval of such
      technology will be deemed a condition precedent to (x) the effectiveness of
      the
      Grant of Rights prescribed in Article 1, and (y) SONY BMG’s delivery of SONY BMG
      Videos to Company pursuant to subparagraph 4.01(a).

    


    "Electronic
      Device" shall mean any device designed to (i) accept input of digital or
      analog data; (ii) process that input through software, utilities or and other
      sets of instructions that control the operation of such electronic device;
      and
      (iii) produces output and causes a desired result which enables a Person
      utilizing such device to perceive a copy or performance, as the case may be,
      of
      the content embodied in the digital or analog data transmission
      concerned.

    


    “End
      User” shall mean an end
      user of the Video Service located solely in the Territory who accesses or
      receives Service Transmissions of SONY BMG Materials and uses the Video Service
      solely for personal, non-commercial use.

    


    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     “Functionality
      Specifications” means the functionality specifications, operational features
      and mock-ups of the Video Service, insofar as it includes the SONY BMG
      Materials, that is approved by SONY BMG in writing in advance in its sole
      discretion for the applicable Approved Distribution Channel, insofar as it
      pertains to SONY BMG Materials used in connection with the Video Service. The
      parties hereby acknowledge that as of the Effective Date, Company has not yet
      submitted proposed such specifications to SONY BMG for its approval
      hereunder.  Company hereby agrees that it will submit proposed such
      specifications to SONY BMG for its approval hereunder promptly following the
      complete execution of this Agreement, and that notwithstanding anything
      elsewhere in this Agreement, SONY BMG’s prior approval of such specifications
      will be deemed a condition precedent to (x) the effectiveness of the Grant
      of
      Rights prescribed in Article 1, and (y) SONY BMG’s delivery of SONY BMG Videos
      to Company pursuant to subparagraph 4.01(a).  Once so approved by SONY
      BMG in accordance with the terms hereof, such specifications will be deemed
      incorporated by reference into this Agreement as the Functionality
      Specifications attached as Exhibit A-2 hereto.

    


    "GAAP"
      shall mean generally
      accepted accounting principles set forth in the opinions and pronouncements
      of
      the Accounting Principles Board of the American Institute of Certified Public
      Accountants and statements and pronouncements of the Financial Accounting
      Standards Board, which are in effect from time to time.

    


    “Music
      Video” means a short form
      audiovisual works featuring, primarily, the audio soundtrack of a sound
      recording in synchronization with visual images that is produced by SONY BMG
      primarily for promotional exhibition, and is of a type and variety that is
      customarily delivered to television broadcast outlets such as MTV for
      promotional exhibition by means of Basic Cable.

    


     “Objectionable
      Activities”
means any one (1) or more of the following activities: the incorporation,
      facilitation, inducement, advocacy or promotion of illegal activity including
      without limitation infringement of copyright, trademark, patent or other
      intellectual property rights; the depiction or display of sexually explicit
      images; the promotion of violence; the promotion of discrimination; the
      endorsement of political positions or political candidates; and the
      advertisement, sale or promotion of tobacco, firearms, personal hygiene
      products, pornography, religious causes or any other subject matter which SONY
      BMG deems in its sole, unrestricted discretion to be objectionable.

    


    “Pay-Per-View
      Basis” shall mean
      an offer to deliver a transmission of programming to a controlled and limited
      number of recipients that have affirmatively elected to pay consideration as
      a
      condition precedent to receiving such transmission, which consideration is
      payable on a per program, per Music Video, per event, per day or other time
      limited basis (e.g., “pay-per-hour”, “pay-per-title”, “pay-per-day”
etc).  For purposes of this paragraph, only, and for no other purpose,
      payments of a “de minimis” or “token” nature that are obviously and
      substantially less than the reasonable range of fair market value for reasonably
      comparable transmissions of programming shall not be deemed to constitute
“consideration” for purposes hereof.

    


    “Permitted
      Holders” means those
      Persons who as of the Effective Date own or control at least 2% of the
      outstanding capital stock of Company and any Person acting in the capacity
      of an
      underwriter in connection with a public or private offering of the capital
      stock
      of Company. Company hereby represents and warrants to SONY BMG that as of the
      Effective Date, such Persons are Corrinne Fallacaro (79%) and Chris Mauritz
      (11%).

    


    “Person”
means
      any natural
      person, legal entity, or other organized group of persons or
      entities.  (All pronouns, whether personal or impersonal, which refer
      to Persons include natural persons and other Persons).

    


    "Phonograph
      Record" shall mean a Record as embodied by the manufacturer and/or
      distributor in a physical, non-interactive Record configuration (e.g., vinyl
      LP's, cassettes, compact discs, videocassettes) prior to its distribution to
      the
      consumer, as opposed to the transmission or communication of a Record to the
      consumer prior to being embodied in a physical Record configuration, whether
      or
      not it may at some point be embodied in a physical Record configuration, by
      the
      consumer or under the consumer's direction or control.

    


    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

    “Prohibited
      Digital Output” shall mean a digital output that forms a part of an
      Electronic Device that is capable of rendering or transmitting unencrypted
      digital data containing television programming, in whole or in
      part.

    


    “Prohibited
      Entity” will mean a Person that is (A) an entity (or the

    parent,
      subsidiary, affiliate or licensee of any such entity) against which SONY BMG
      or
      any licensee, either directly or indirectly, has an actual or potential claim
      arising out of the unauthorized recording, manufacture, distribution, sale,
      reproduction (or other use) of any SONY BMG Materials or other property or
      other
      tangible or intangible rights, of which SONY BMG will inform Company, or (B)
      an
      entity (or the parent, subsidiary, affiliate or licensee of any such entity)
      involved in litigation with SONY BMG arising out of the unauthorized recording,
      manufacture, distribution, sale, reproduction (or other use) of any SONY BMG
      Materials or other property or other tangible or intangible rights. In each
      case, Company may request that SONY BMG inform Company whether a potential
      acquirer of Company constitutes a Prohibited Entity.

    


    "Record(s)"
      shall mean all forms of reproductions, transmissions or communications of
      Recordings now or hereafter known, manufactured, distributed, transmitted or
      communicated primarily for home use, school use, jukebox use or use in means
      of
      transportation.

    


    “Related
      Products” shall mean
      musical and non-musical digital products and services (e.g., digital content
      distributed via mobile phones, personal computers and other consumer electronic
      equipment and so-called interactive voice response services) associated with
      the
      SONY BMG Materials licensed hereunder, including, without limitation, music
      video downloads, ringtones, ringbacks, voicetones and wallpaper.

    


    "Service
      Transmission" means
      each delivery of a SONY BMG Music Video by means of Streaming for exhibition,
      performance and display on Approved Handsets of End Users through Approved
      Distribution Channels, which are rendered for playback on such Approved Handsets
      solely for the personal, non-commercial use of the End User recipient, solely
      as
      part of and in connection with the Video Service in the Territory in accordance
      with the Technical and Security Specifications attached as Exhibit A-1 hereto,
      the Functionality Specifications attached as Exhibit A-2 hereto, and the other
      terms, conditions and limitations prescribed elsewhere in this
      Agreement

    


    "SONY
      BMG Artist" shall mean recording artists whose featured musical performances
      are embodied in a SONY BMG Video.

    


    “SONY
      BMG Authorized Trademarks” shall mean any Trademark owned and/or controlled
      by SONY BMG and made available to Company pursuant to the terms and conditions
      of this Agreement.

    


     “SONY
      BMG Materials” shall
      mean the SONY BMG Videos and the SONY BMG Authorized Trademarks, together with
      any associated metadata and all other artistic and literary materials, ideas,
      and intellectual properties owned or controlled by SONY BMG (or its designees,
      Affiliates, agents or related companies, as the case may be) furnished or
      selected by SONY BMG hereunder and delivered to the Company by SONY BMG in
      its
      sole discretion for use by Company, as and to the extent expressly permitted
      herein.

    


    "SONY
      BMG Parties" shall mean
      SONY BMG Music Entertainment and its parents, subsidiaries, affiliates,
      divisions, components and licensees and each of their officers, agents,
      employees, partners, directors, controlling persons and advisors.

    


    “SONY
      BMG Video” shall mean,
      individually and collectively, each Music Video (i) in respect of which SONY
      BMG
      has the appropriate reproduction, distribution, transmission, performance,
      display and exhibition rights in the applicable country in the Territory, and
      (ii) has been delivered by SONY BMG to Company for such purpose under
      Article 4 above, subject to SONY BMG’S take-down rights as set forth in Article
      4 above and the other exclusions and limitations prescribed elsewhere in this
      Agreement.

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

    


    “Subscription
      Basis” shall mean a transmission of programming that is controlled and
      limited to particular recipients, and for which consideration is required to
      be
      paid or otherwise given by or on behalf of the recipient on a recurring,
      periodic basis (e.g., monthly, quarterly or semi-annually) to receive a package
      of transmissions that includes such programming.

    


    "Stream"
      - a single, encrypted
      digital audio transmission of any duration via the Internet whereby such
      transmission is contemporaneous with the performance of the sound recording
      embodied therein and which cannot be digitally copied, duplicated or stored
      in
      any manner or medium in whole or in part, directly or indirectly (other than
      any
      ephemeral copies used solely for so-called “caching” or “buffering”).
“Streaming”; “Streamed” the act or process of transmitting
      Streams.

    


    “Technical
      and Security Specifications” means the technical and security specifications
      for the Video Service that is approved by SONY BMG in writing in advance in
      its
      sole discretion for the applicable Approved Distribution Channel, insofar as
      it
      pertains to SONY BMG Materials used in connection with the Video Service. The
      parties hereby acknowledge that as of the Effective Date, Company has not yet
      submitted proposed such specifications to SONY BMG for its approval
      hereunder.  Company hereby agrees that it will submit proposed such
      specifications to SONY BMG for its approval hereunder promptly following the
      complete execution of this Agreement, and that notwithstanding anything
      elsewhere in this Agreement, SONY BMG’s prior approval of such specifications
      will be deemed a condition precedent to (x) the effectiveness of the Grant
      of
      Rights prescribed in Article 1, and (y) SONY BMG’s delivery of SONY BMG Videos
      to Company pursuant to subparagraph 4.01(a).  Once so approved by SONY
      BMG in accordance with the terms hereof, such specifications will be deemed
      incorporated by reference into this Agreement as the Technical and Security
      Specifications attached as Exhibit A-1 hereto.

    


               “Trademarks”
      shall mean trademarks and service marks, trade names, brand names, corporate
      names, logos, trade dress, and other words, designations, labels, symbols,
      designs, colors, color combinations or product configurations, whether
      registered or unregistered.

    


    “Triggering
      Person” will mean:
      (i) a Person or any Affiliate of such Person that is engaged in the business
      of
      selling or otherwise making available Records (including, for the avoidance
      of
      doubt, Internet music retailers); (ii) a Person or any Affiliate of such Person
      that is engaged in the recording industry; (iii) a Person or any Affiliate
      of
      such Person that is engaged in the music publishing industry; (iv) a Person
      or
      any Affiliate of such Person that is engaged in the radio, television and/or
      background/foreground music industry; (v) a Person or any Affiliate of such
      Person that is engaged in any business that owns or controls a so-called
“portal” Web Site or a consolidated network of Web Sites; (vi) a Person or any
      Affiliate of such Person that is engaged in the business of manufacturing and/or
      selling consumer electronics devices; (vii) a Person or any Affiliate of such
      Person that is engaged in the business of selling blank digital recording media
      (other than those products in respect of which appropriate royalties are paid
      in
      accordance with the Audio Home Recording Act amendments to the United States
      Copyright Law), products designed to circumvent copy protection mechanisms
      (e.g., audio and/or video stream capture software) or any service that directly
      or indirectly facilitates the reproduction, distribution, display and/or
      performance of copyrighted materials without the express authorization of the
      applicable rightsowners; and/or (viii) any Person or any Affiliate of such
      Person that is a Prohibited Entity.  In each case, Company may request
      that SONY BMG inform Company whether a potential acquirer of Company constitutes
      a Triggering Person.

    


    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

    “Video
      Service” shall mean the audiovisual programming service that is produced,
      programmed, managed and operated solely by Company and is distributed and
      exhibited, performed and displayed solely by means of the Wireless Platform
      in
      the Territory on a twenty-four (24) hours per day basis, which
      service:

    


    (a)           is
      accessible exclusively by End Users on a Subscription Basis, exclusively through
      the Company Application for the private, non-commercial use of End
      Users ;

    


    (b)           With
      respect to both such service and the Company Application, is marketed and
      branded solely under the Company Branding;

    


    (c)           Consists
      entirely of the exhibition, performance and display of Music Videos by means
      of
      Service Transmissions that are delivered to the approved Handsets of End Users
      based upon the End User’s specific request or demand for a particular title of
      Music Video (i.e., so-called “video on demand” functionality)(such deliveries
      are sometimes referred to herein as “On Demand Plays”) in accordance with
      the Functionality Specifications attached as Exhibit A-2 hereto, and the other
      terms, conditions and limitations prescribed elsewhere in this
      Agreement;

     

    
      (d)           
        Stores,
        hosts, secures, serves and delivers SONY BMG Materials solely from Company
        Servers to approved Handsets in accordance with the Technical and Security
        Specifications attached as Exhibit A-1
        hereto;  and

       

    

    (e)           Does
      not contain or utilize any content or other materials that in SONY BMG’s
      reasonable opinion constitutes, promotes or advocates any Objectionable
      Activities, directly or indirectly.

     

    “Web
      Page” shall mean a document that is written in HTML (i.e., Hypertext Markup
      Language), or another industry standard mark-up language, that is made available
      for viewing by End Users at a single URL or Domain Name via the World Wide
      Web
      portion of the Internet by server software using HTTP (i.e., Hypertext Transfer
      Protocol) to effectuate data transmission (or server software using any other
      generally accepted protocols utilized to effectuate data transmissions via
      the
      World Wide Web portion of the Internet).   “Web Site”
shall mean a collection of Web Pages with a common theme or subject
      matter which
      are: (a) owned, managed and operated by Company or on behalf of Company, and
      (b)
      interconnected via Links.

    


     “Wireless
      Enabled Device” shall mean any Electronic Device that directly or indirectly
      contains, utilizes or otherwise employs the Wireless Platform to effectuate
      the
      transmission of voice and/or data.

    


    “Wireless
      Platform” shall mean any private data network that (i) utilizes radio wave
      spectrum in the United States allocated by the Federal Communications Commission
      in the 800 MHz frequency band and/or the 1900 MHz frequency band primarily
      for
      purposes of effectuating, interalia, voice communications and/or
      data transmissions, and (ii) is marketed primarily as a cellular telephone
      service. 

    


    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

    15.           CONFIDENTIALITY

    


    15.01.        (a)           Each
      of SONY BMG and Company (each a “Disclosing Party”) agrees that it shall,
      and it shall instruct its respective attorneys, accountants and other
      professional advisors (collectively, “Advisors”) to, hold in confidence
      and not communicate, transmit, publish, disseminate or otherwise disclose any
      of
      the terms and conditions of this Agreement or any fact, matter, event or
      surrounding circumstance leading to or relating to the negotiation thereof
      to
      which such party was privy or of which it was otherwise made aware (e.g.,
      by being copied on correspondence or by being advised of such fact, matter,
      event or circumstance by another party to the negotiation) or any information
      regarding the other Party’s business learned in the course of such Party’s
      performance hereunder or learned in the course of dealing hereunder
      (collectively, “Confidential Information”); provided, however, that
      nothing in this paragraph 15.01 shall prohibit disclosure of such Confidential
      Information: (1) by each such party to its respective financial officers,
      management, bankers or others as may be reasonably necessary in the operation
      of
      its business, (2) by each such party to its respective Advisors to the
      extent that such disclosure is in the opinion of such Advisors required to
      enable such Advisors fully to represent the party concerned, (3) in connection
      with any legal, governmental or administrative proceeding before any judicial,
      governmental or regulatory body, or (4) as otherwise required by law; provided,
      however, that if either party seeks to disclose Confidential Information
      pursuant to sections (3) or (4) of this sentence, such party: (i) shall use
      reasonable efforts to promptly notify the other party of such disclosure so
      that
      such other party may have the opportunity to seek to cause the record in
      connection with the legal, governmental or administrative proceeding concerned,
      insofar as it relates to Confidential Information hereunder, to be kept under
      seal, and (ii) shall not object to any request by such other party in the
      proceeding concerned to keep the Confidential Information concerned under
      seal.  In addition, as applicable, each party will provide the other
      party with a reasonable opportunity to review and comment on any disclosure
      in
      any of its filings under the securities laws of the applicable country within
      the Territory regarding this Agreement and the transactions contemplated
      hereunder and, if either party is required to file this Agreement under
      applicable securities laws, such party will cooperate in good faith with any
      reasonable efforts by the other party to obtain confidential treatment for
      those
      portions of this Agreement that such other party reasonably
      designates.

    


    (b)           Notwithstanding
      anything to the contrary herein, Confidential Information shall not include
      information which:

    


    (1)           at
      or prior to the time of disclosure by the Disclosing Party was known to or
      independently developed by the party receiving such information (a “Receiving
      Party”), except to the extent unlawfully appropriated by the Receiving Party
      or third party;

    


    (2)           at
      or after the time of disclosure by the Disclosing Party becomes generally
      available to the public through no wrongful or negligent act or omission on
      the
      Receiving Party’s part;

    


    (3)           the
      Receiving Party receives from a third party free to make such disclosure without
      breach of any legal obligation; or

    


    (4)           is
      required to be disclosed pursuant to any statute, regulation, order, subpoena
      or
      document discovery request; provided, however, that in each such instance,
      the
      Disclosing Party shall use all reasonable efforts to notify the Receiving Party
      of such required disclosure in advance and shall cooperate with any efforts
      taken by the Receiving Party to oppose such disclosure or to secure the issuance
      of a protective order or other protective measure designed to ensure the
      confidential treatment of the Confidential Information concerned by the parties
      to whom such disclosure is required.

    


    15.02.                      Neither
      party hereto shall, without the prior written consent of the other party, issue
      any press release or make any other public announcement or statement relating
      to
      any terms and conditions of this Agreement or any fact, matter, event or
      surrounding circumstance leading to or relating to the negotiation thereof
      to
      which such party was privy or of which it was otherwise made aware
      (e.g., by being copied on correspondence or by being advised of such
      fact, matter, event or circumstance by another party to the
      negotiation).

    


    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

    16.           NOTICES

    


    16.01.   (a)    Except
      as otherwise specifically provided herein, all notices under this Agreement
      shall be in writing and shall be given by courier or other personal delivery
      or
      by registered or certified mail at the appropriate address below or at a
      substitute address designated by notice by the party concerned.

    


    
      	
               

            	
              TO
                COMPANY:

            


    

    


    
      	
               

            	
              TO
                SONY BMG:

            	
              550
                Madison Avenue

            


    

    
      	
               

            	
              New
                York, New York 10022-3211

            


    

    


    Each
      notice to Sony shall be addressed for the attention of SONY BMG’s Senior Vice
      President, Business Affairs & Administration, and a copy of each notice to
      Sony shall be sent simultaneously to the SONY BMG MUSIC ENTERTAINMENT Law
      Department for the attention of SONY BMG’s Senior Vice President and General
      Counsel.  Notices shall be deemed given when mailed or, if personally
      delivered, when so delivered, except that a notice of change of address shall
      be
      effective only from the date of its receipt.

    


    (b)           
      Notwithstanding the foregoing or anything elsewhere herein: (i) each Quarterly
      Report attributable to exploitations of SONY BMG Materials in the United States
      shall be addressed as follows: SONY BMG Music Entertainment, Royalty Department,
      210 Clay Avenue, Lyndhurst, New Jersey 07071, Attention: Vice President, Royalty
      Accounting; and (ii) each Weekly Report shall be addressed as follows: SONY
      BMG
      Music Entertainment, 550 Madison Avenue, New York, New York 10022-3211,
      Attention: Senior Director, Operations, SONY BMG Music Digital
      Services.

    


    (c)           Notwithstanding
      the foregoing or anything elsewhere herein: (i) each Quarterly Report
      attributable to exploitations of SONY BMG Materials in China shall be addressed
      as follows:  Beijing StarBright Technical Services Company Limited,
      32nd Floor,
      Building 9 Jianwai SOHO, No. 39 East 3rd Ring Road,
      Chaoyang District, Beijing, China 100022.

    


    


    17.           MISCELLANEOUS
      PROVISIONS

    


    17.01.      (a)           Company
      will at all times indemnify and hold harmless the SONY BMG Parties, from and
      against any and all claims, damages, liabilities, costs and expenses (including
      legal expenses and reasonable counsel fees), excluding SONY BMG Claims (as
      defined in subparagraph 17.01(c) below) or any other claims directly and
      primarily caused by SONY BMG’s acts or omissions, arising out of: (i) the
      operation of the Video Service, (ii) any Person’s use (including but not limited
      to unauthorized use or duplication), in connection with the Video Service,
      of
      any SONY BMG Materials, other than those claims that constitute SONY BMG Claims
      (as defined in paragraph 17.01(c) below); or (iii) any breach or alleged breach
      by Company of any representation, warranty, covenant or agreement made by
      Company herein, including, without limitation, Company’s representation,
      warranty and agreement to secure and pay for all third party licenses,
      permissions and consents as and to the extent required under this Agreement
      (individually and collectively, the “Company Claims”).  In the
      event of any Company Claim: (i) SONY BMG shall notify Company of the Company
      Claim concerned promptly following the date that SONY BMG becomes aware of
      it;
      (ii) Company shall defend against the Company Claim concerned (at Company’s own
      expense) through legal counsel selected by Company with SONY BMG’s consent,
      which consent SONY BMG shall not unreasonably withhold; and (iii) each party
      shall reasonably cooperate with the other in the defense of the Company Claim
      concerned.  Company shall be solely responsible for the amount of any
      settlement or judgment for such Company Claim and all legal expenses and counsel
      fees incurred by Company in connection therewith, subject to subparagraph
      17.01(b) below.

    


    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

    (b)           In
      the event that Company is either unwilling to defend against the Company Claim
      concerned or is otherwise not reasonably defending against the Company Claim
      concerned, SONY BMG shall have the right to assume the defense and settlement
      of
      the Company Claim concerned through legal counsel selected by SONY BMG, but
      Company shall be solely responsible at all times for the amount of any
      settlement or judgment for such Company Claim, as well as all reasonable legal
      expenses and counsel fees incurred by SONY BMG in connection
      therewith.  Any settlement of a Company Claim shall be subject to
      Company’s consent, which consent Company shall not unreasonably
      withhold.  Notwithstanding the foregoing, in the event that Company
      defends against the Company Claim concerned (at Company’s own expense) through
      legal counsel selected by Company as provided above, SONY BMG shall have the
      right at all times to actively participate in the defense thereof, and to employ
      legal counsel selected by SONY BMG at SONY BMG’s own expense, it being
      understood that Company shall have the right at all times, in Company’s sole
      discretion, to maintain control of the conduct of the defense.

    


    (c)           SONY
      BMG shall at all times indemnify and hold harmless Company from and against
      any
      and all third-party claims, losses, damages, liabilities, costs and expenses,
      (including, without limitation, legal expenses and reasonable counsel fees),
      excluding Company Claims (as defined in paragraph 17.01(a) above) and any other
      claims directly and primarily caused by Company’s acts or omissions, arising out
      of any breach by SONY BMG of any warranty, representation, covenant or
      obligation by SONY BMG hereunder (including, without limitation, any claims
      arising from Company’s use of the SONY BMG Videos, and any creative elements
      furnished by SONY BMG pursuant to this Agreement, in each instance, as and
      to
      the extent authorized hereunder in accordance with the terms of this Agreement)
      and any claims that the SONY BMG Videos, the SONY BMG Materials or any creative
      elements furnished by SONY BMG to Company pursuant to this Agreement,
      respectively, cause the infringement of the intellectual property or other
      rights of such third party, regardless of whether SONY BMG is in breach of
      the
      representations and warranties with respect to intellectual property ownership
      (individually and collectively, “SONY BMG Claims”).  In the
      event of any SONY BMG Claim: (i) Company shall notify SONY BMG of the SONY
      BMG
      Claim concerned promptly following the date that Company becomes aware of it;
      (ii) SONY BMG shall defend against the SONY BMG Claim concerned (at SONY BMG’s
      own expense) through legal counsel selected by SONY BMG with Company’s consent,
      which consent Company shall not unreasonably withhold; and (iii) each party
      shall reasonably cooperate with the other in the defense of the SONY BMG Claim
      concerned.  SONY BMG shall be solely responsible for the amount of any
      settlement or judgment for such SONY BMG Claim and all legal expenses and
      counsel fees incurred by SONY BMG in connection therewith, subject to
      subparagraph (d) below.

    


    (d)           In
      the event that SONY BMG is either unwilling to defend against the SONY BMG
      Claim
      concerned or is otherwise not reasonably defending against the SONY BMG Claim
      concerned, Company shall have the right to assume the defense and settlement
      of
      the SONY BMG Claim concerned through legal counsel selected by Company, but
      SONY
      BMG shall be solely responsible at all times for the amount of any settlement
      or
      judgment for such SONY BMG Claim, as well as all reasonable legal expenses
      and
      reasonable counsel fees incurred by Company in connection
      therewith.  Any settlement of a SONY BMG Claim shall be subject to
      SONY BMG’s consent, which consent SONY BMG shall not unreasonably
      withhold.  Notwithstanding the foregoing, in the event that SONY BMG
      defends against the SONY BMG Claim concerned (at SONY BMG’s own expense) through
      legal counsel selected by SONY BMG as provided above, Company shall have the
      right at all times to actively participate in the defense thereof, and to employ
      legal counsel selected by Company at its own expense, it being understood that
      SONY BMG shall have the right at all times, in SONY BMG’s sole discretion, to
      maintain control of the conduct of the defense.

    


    17.02.                      Company
      acknowledges that the SONY BMG Materials hereunder have a special, unique and
      extraordinary character which gives them a peculiar value, and that, in the
      event of a breach of any term, condition, representation, warranty, covenant
      or
      agreement contained in this Agreement, SONY BMG shall be caused irreparable
      injury, including loss of goodwill and harm to reputation, which cannot be
      adequately compensated in monetary damages.  Accordingly, in the event
      of any such breach, actual or threatened, SONY BMG shall have, in addition
      to
      any other legal remedies, the right to injunctive or other equitable
      relief.  (The preceding sentence shall not be construed to preclude
Company
      from
      opposing any application for such relief based upon its contest of any other
      facts alleged by SONY BMG in support of the application.)

    


    17.03.                      All
      remedies provided for pursuant to this Agreement are cumulative, and no
      exercise, or failure to exercise, any option by either party will limit such
      party’s right to recover damages or pursue any other remedies available at law
      or in equity.

    


    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

    17.04.                      
      If any provision of this Agreement or the application thereof to any party,
      Person or circumstance shall be invalid, illegal or unenforceable to any extent,
      the remainder of this Agreement and the application thereof shall not be
      affected and shall be enforceable to the fullest extent permitted by
      law.

    


    17.05.                      This
      Agreement, including the various Exhibits attached hereto, shall constitute
      the
      entire agreement between the parties with respect to the subject matter hereof
      and shall supersede all previous negotiations, commitments and writings with
      respect to such subject matter. No change or termination of this Agreement
      shall
      be binding upon SONY BMG or Company unless it is made by an instrument signed
      by
      both SONY BMG and Company.  A waiver by either party of any provision
      of this Agreement in any instance shall not be deemed a waiver of such
      provision, or any other provision hereof, as to any future instance or
      occurrence.  All remedies, rights, undertakings, and obligations
      contained in this Agreement shall be cumulative and none of them shall be in
      limitation of any other remedy, right, undertaking, or obligation of either
      party.  The captions of the Articles, paragraphs, subparagraphs,
      sections and subsections in this Agreement are included for convenience only
      and
      shall not affect the interpretation of any provision.

    


    17.06.    
       (a)           SONY
      BMG may assign its rights under this Agreement in whole or in part (but if
      in
      part, solely for the purpose of assigning SONY BMG’s right to receive monies
      payable hereunder as and to the extent so assigned by SONY BMG in its sole,
      unrestricted discretion in each instance) to any subsidiary, affiliated or
      controlling corporation, to any Person owning or acquiring a substantial portion
      of the stock or assets of SONY BMG, or to any partnership or other venture
      in
      which SONY BMG, and such rights may be similarly assigned by any
      assignee.  No such assignment shall relieve SONY BMG of any of SONY
      BMG’s obligations hereunder.  Subject to subparagraph 17.06(b) below,
      Company shall not have the right to assign this Agreement or any of its rights
      or obligations hereunder, in whole or in part, without SONY BMG’s prior written
      consent.

    


    (b)           (1)           Company
      may assign its rights under this Agreement to another Person, in connection
      with
      a sale or transfer of substantially all of its stock or all of its assets
      associated with the Video Service, subject to the following
      conditions:

    


    (i)           The
      acquiring Person cannot be: (A) an entity (or the parent, subsidiary, affiliate
      or licensee of any such entity) against which SONY BMG directly or indirectly
      has a claim arising out of the unauthorized recording, manufacture,
      distribution, sale, reproduction (or other use) of any SONY BMG Materials or
      other property or other tangible or intangible rights, (B) an entity (or the
      parent, subsidiary, affiliate or licensee of any such entity) involved in
      litigation with SONY BMG arising out of the unauthorized recording, manufacture,
      distribution, sale, reproduction (or other use) of any SONY BMG Materials or
      other property or other tangible or intangible rights, or (C) an entity (or
      the
      parent, subsidiary, affiliate or licensee of any such entity) engaged in any
      unauthorized recording, manufacture, distribution, sale or other activity in
      violation of the rights of SONY BMG or any Person from whom SONY BMG derives
      rights in or to SONY BMG Materials licensed hereunder; (any such entity
      described in clauses (A), (B), or (C) is sometimes referred to as a “Prohibited
      Entity”).  (In each case, Company may request that SONY BMG inform
      Company whether a potential acquirer of Company constitutes a Prohibited
      Entity.)

    


    (ii)           The
      assignment shall not be effective until Company has delivered to SONY BMG an
      instrument approved by SONY BMG (such approval not to be unreasonably withheld
      or delayed) effecting the assignment and the assignee’s assumption of Company’s
      obligations, and SONY BMG has executed that instrument to evidence SONY BMG’s
      approval of it (which approval shall not be unreasonably withheld if the
      conditions of subsections 17.06(b)(1)(i) – (iv) below herein have been
      met);

    


    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

    (iii)           No
      such assignment shall relieve Company of its obligations under this Agreement
      (unless SONY BMG otherwise agrees in writing); and

    


    (iv)           If
      such an assignment takes place, any further transfer of the rights assigned
      shall be subject to the same conditions.

    


    (2)           Any
      purported assignment by Company in violation of this subparagraph 17.06(b)
      shall
      be void.  For the avoidance of doubt, Company’s obligations under this
      Agreement shall not be diminished or otherwise affected by any such
      assignment.

    


    17.07.                      Unless
      specifically set forth in this Agreement, neither party shall be entitled to
      recover damages or to terminate the Term by reason of any breach by the other
      party of its material obligations, unless the latter party has failed to remedy
      the breach within thirty (30) days following receipt of notice thereof (or,
      if
      the breach concerned cannot be remedied within thirty (30) days, if the latter
      party commences to remedy the breach within that time and proceeds to complete
      the remedy with reasonable promptness).

    


    17.08.                      In
      entering into this Agreement, the parties shall have the status of independent
      contractors.  Nothing herein contained shall contemplate or constitute
      Company as SONY BMG’s agent or employee, and nothing herein shall constitute a
      partnership, joint venture or fiduciary relationship between Company and SONY
      BMG.

    


    17.09.                      THIS
      AGREEMENT HAS BEEN ENTERED INTO IN THE STATE OF NEW YORK, AND THE VALIDITY,
      INTERPRETATION AND LEGAL EFFECT OF THIS AGREEMENT SHALL BE GOVERNED BY THE
      LAWS
      OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS ENTERED INTO AND PERFORMED
      ENTIRELY WITHIN THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY CONFLICT
      OF
      LAW PRINCIPLES UNDER NEW YORK LAW).  THE NEW YORK COURTS (STATE AND
      FEDERAL), SHALL HAVE SOLE JURISDICTION OF ANY CONTROVERSIES REGARDING THIS
      AGREEMENT; ANY ACTION OR OTHER PROCEEDING WHICH INVOLVES SUCH A CONTROVERSY
      SHALL BE BROUGHT IN THOSE COURTS IN NEW YORK COUNTY AND NOT
      ELSEWHERE.  THE PARTIES WAIVE ANY AND ALL OBJECTIONS TO VENUE IN THOSE
      COURTS AND HEREBY SUBMIT TO THE JURISDICTION OF THOSE COURTS.

    


    17.10.                      This
      agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original but all of which shall constitute one and the same
      instrument.  This agreement shall not become effective until executed
      by all proposed parties hereto.

    


    17.11.                     
      Paragraph numbering for administrative purposes only.

    


    17.17.                      SONY
      BMG and Company agree to execute such further documentation and perform such
      further actions, including the recordation of such documentation with
      appropriate authorities, as may be reasonably requested by the other party
      hereto to evidence and effectuate further the purposes and intents set forth
      in
      this Agreement.

    


    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

    17.13.                      Those
      provisions of any applicable collective bargaining agreement between SONY BMG
      and any labor organization which are required, by the terms of such agreement,
      to be included in this Agreement shall be deemed incorporated
      herein.

    


    17.14.                      Each
      of the parties shall, from time to time, do and perform such other and further
      acts and duly execute and deliver such further documents and assurances as
      may
      be required by applicable laws or as reasonably requested by the other party
      to
      establish, maintain and protect such party’s rights and remedies and to carry
      out and effect the intent and purpose of this Agreement, including, without
      limitation, the execution and delivery of additional documentation and/or
      instruments, in recordable form, and the recording or filing of additional
      documentation and/or instruments, including, without limitation, any notice,
      UCC-1 and/or security agreement in accordance with the laws of such
      jurisdictions in which the party concerned may in its sole, reasonable
      discretion from time to time deem necessary.  Without limiting the
      foregoing, each party shall cause any such document and/or additional
      instruments which shall be executed to be kept, filed, deposited or recorded,
      at
      all times, in such places that the other party reasonably shall designate in
      its
      sole, reasonable discretion in order to perfect and preserve such other party’s
      rights in and to the SONY BMG Materials and the SONY BMG Authorized Trademarks,
      in the case of SONY BMG, and in the Video Service, in the case of
      Company.

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement, effective
      as
      of the date first above written.

    


    SONY
      BMG
      MUSIC ENTERTAINMENT

    


    


    


    By:____________________________

    


    


    


    


    GLOBAL
      MUSIC INTERNATIONAL, INC. D/B/A INDEPENDENT MUSIC NETWORK D/B/A “IMN
      TV”

    


    


    


    By________________________

    


    


    


    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

    


    


    Exhibit
      A-1

     

    Technical
      and Security Specifications

     

    (Reference
      – definition of “Technical and Security Specifications” in Article
      14)

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

    Exhibit
      A-2

     

    Functionality
      Specifications

    


    


    (Reference
      – definition of “Functionality Specifications” in Article
      14)

     

    


     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

    


     

    Exhibit
      B

     

    Thee
      is no Exhibit B

    


    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

     

    Exhibit
      C

    


    (Appended
      in accordance with subparagraph 6.03(a))

    


    Quarterly
      Reporting Specifications

     

    


     

    See
      attached

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

    Exhibit
      D

    


    


    Content
      Delivery Specifications

    


    See
      attached

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

    Exhibit
      E

    


    


    


    


    


    FROM:
      [Applicable Affiliate]

    


    TO:       [GLOBAL
      MUSIC INTERNATIONAL, INC. D/B/A
      INDEPENDENT MUSIC NETWORK D/B/A “IMN TV”] OR [local
      affiliate of GLOBAL
      MUSIC INTERNATIONAL, INC. D/B/A INDEPENDENT MUSIC NETWORK D/B/A “IMN
      TV”]

    


    


    Gentlemen:

    


    We
      refer to the agreement dated
      [                 ]
made between SONY BMG Music Entertainment and GLOBAL MUSIC INTERNATIONAL,
      INC. D/B/A INDEPENDENT MUSIC NETWORK D/B/A “IMN TV” (the “Agreement”) and we
      hereby grant to you the applicable rights specified in the Agreement in relation
      to music videos together with any associated metadata and all other related
      artistic and literary materials, ideas, and intellectual properties owned or
      controlled by us which are delivered to the Company by SONY BMG for use by
      consumers located within [insertapplicable country or
      countries]) in accordance with and subject to the terms and conditions of
      the Agreement.

    


    


    


    


    


    SIGNED:  __________________________

    


    


    DATED:    ___________________________

    


    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

    


    Exhibit
      F

    


    
      
         

      

    

    
      
        
          	
                   

                	
                  Amendment
                    for Additional Grants of Audio Music Content Distribution Rights
                    By SONY
                    BMG MUSIC ENTERTAINMENT China Holdings Limited, a Wholly-owned
                    Subsidiary
                    of SONY BMG MUSIC
                    ENTERTAINMENT

                


        

      

      
        


         

        This
          Amendment defines additional grants of distribution rights in addition
          to the
          full agreement, The Music Video Reproduction and Exhibition Agreement (the
          "Agreement"), dated as of October 26,2006 (the "Effective Date"), which
          is made
          by and between Global Music International, Inc. d/b/a Independent Music
          Network
          d/b/a "IMN TV", 30 Grassy Plain Street, Suite 7, Bethel, CT 06801 (hereinafter
          "Company") and SONY BMG MUSIC ENTERTAINMENT, 550 Madison Avenue, New York,
          New
          York 10022 (hereinafter "SONY BMG," "us" or "we").

      

      
        


         

        1.  Additional
          Definitions

      

      
        


         

        To
          amend
          Clause 14.ADDITIONAL DEFINITIONS of the full contract with the
          following:

      

      
        


         

        "SONY
          BMG WIRELESS AUDIO" shall mean, individually and collectively, each
          Music Audio in the encoding formats of Master Tone (Ring Tone or True Tone),
          Ring Back Tone, and IVR (Interactive Voice Response) (i) in respect of
          which
          SONY BMG has the appropriate reproduction, distribution, transmission,
          performance, display and exhibition rights in the applicable country in
          the
          Territory, and (ii) has been delivered by SONY BMG to Company for such
          purpose
          under Article 4 of the full contract, subject to SONY BMG's take-down rights
          as
          set forth in Article 4 of the full contract and the other exclusions and
          limitations prescribed elsewhere in this Agreement.

      

      
        


         

        "AUDIO
          SERVICE" shall mean the audio Ring Tone, Ring Back Tone, and Interactive
          Voice Response(IVR) services that are produced, programmed, managed and
          operated
          solely by Company and is distributed and exhibited, performed and displayed
          solely by means of the Wireless Platform in the Territory on a twenty-four
          (24)
          hours per day basis, which service:

      

      
        


        (a)  is
          accessible exclusively by End Users on a Subscription Basis, exclusively
          through the Company Application for the private, non-commercial use
          of
          End Users ;

      

      
        


        (b)  With
          respect to both such service and the Company Application, is
          marketed and branded solely under the Company Branding and;

      

      
        


         (c)  Consists
          entirely of the exhibition, performance and display of Music
          Audios by means of Service Transmissions that are delivered to the approved
          Handsets of End Users based upon the End User's specific request or
          demand
          for a particular title of Music Audio in accordance with the Functionality
          Specifications attached as Exhibit A-2 hereto, and the other terms,
          conditions and limitations prescribed elsewhere in this
          Agreement;

      

      
        


        (d)  Stores,
          hosts, secures, serves and delivers SONY BMG Materials
          solely from Company Servers to approved Handsets in accordance with
          the
          Technical and Security Specifications attached as Exhibit A-1 hereto;
and

      

      
        


        
          
            
            

          

          
            -38-

            
              

            

          

          
            
            

          

        

        (e)  Does
          not
          contain or utilize any content or other materials that in SONY
          BMG's reasonable opinion constitutes, promotes or advocates any Objectionable
          Activities, directly or indirectly.

      

      
        


         

        2.  Additional
          Grant of Rights

      

      
        


         

        Revise
          Clause 1.01 (a) (of the full contract): General; Approved
          Distribution Channels; Wireless
          Platform. Subject to the
          other terms, conditions and limitations prescribed elsewhere in this
          Agreement, SONY BMG hereby grants Company a non-exclusive,
          non-transferable, limited right, without any right to subdelegate, to
          do solely the following solely during the Term and solely in the
Territory (the "Grant of Rights"):

      

      
        


         

        To
          include the following additional clauses:

      

      
        


         

        1.01
          (a)
          (3)   To reproduce up to two (2) copies of each of the SONY
          BMG WIRELESS AUDIO (each, an "Ephemeral Copy") and maintain such
          reproductions on Company Servers, solely for use in connection with the
          facilitation of Service Transmissions delivered from the Company Servers
          via the
          Wireless Platform for exhibition, performance and display on Approved Handsets
          through Approved Distribution Channels solely as part of and in connection
          with
          the Audio Service in the Territory; and

      

      
        


         

        1.01
          (a)
          (4)   To make certain editing, excerpting or alteration of
SONY BMG WIRELESS AUDIO for the sole purpose of transmitting certain
          portion of the Music Audio through the intended Audio Services within the
          approved Territory; such editing, excerpting or alteration must be supervised
          and explicitly by authorized SonyBMG China personnel.

      

      
        


         

        1.01
          ( c)
          (iv)   the Company Application as in incorporated in the "IMNTV"
          mobile application, as distributed by i) China United Communications Company
          Ltd. (China Unicom); ii) China Telecommunications Corporation Company
          Ltd. (China Telecom) iii) China Networks Communications Company Ltd. (China
          Netcom or CNC); iv) China Mobile Communications Corporation Company Ltd.
          (China
          Mobile or CMCC) in the territory of China.

      

      
        


         

        3.   FEES
          and CONDITIONS

      

      
        


         

        All
          financial fees and other terms and conditions shall adhere to the fees,
          terms,
          and conditions stipulated in the full contract, with the exception of the
          following change for Sony BMG Wireless Audio rights granted
          herein,

      

      
        


         

        Specifically,
          IMNTV shall pay 50% of the retail revenue based on the retail price minus
          any
          carrier fees and SP partner fees (such as fees charged by Unicom Newspace
          who is
          a Master SP) to Sony BMG for any Sony BMG audio content
          delivered.   There are no additional upfront fees charged to
          IMNTV for the granted additional rights, but there is agreed upon floor
          retail
          price of both Ring Back Tone and True Tone at no less than 2 RMB, and IVR
          at no
          less than 1 RMB per minute.

      

      
        


        
          
            
            

          

          
            -39-

            
              

            

          

          
            
            

          

        

         

        IN
          WITNESS WHEREOF, the parties hereto have executed this Agreement, effective
          as
          of the date first above written.

      

      
        


         

        SONY
          BMG
          MUSIC ENTERTAINMENT China Holdings Limited

         

        


      

      

      


      
        


         

        GLOBAL
          MUSIC, INTERNATIONAL, INC. D/B/A INDEPENDENT MUSIC NETWORK

        D/B/A
          "IMN TV"

      

      
        

         

      

    

    
      
        
        

      

      
        -40-

        
          

        

      

      
        
        

      

    

    Exhibit
      G

    


    Mobile
      Music Top Stream Report

    


    See
      attached

    
      
        
        

      

      
        -41-