Unassociated Document


    Exhibit
      10.18

     

     

    Agreement
      on Distribution of Whole Songs

    


    Party
      A: Beijing Starbright Technical Services Co., Limited

    Address:
      Floor 32, Building 9, SOHO, No. 39 East Third Ring (Middle Road), Chaoyang
      District, Beijing

    Telephone:
      58694466

    Fax:
      58692874

    


    Party
      B: Global Music International, Inc. d/b/a Independent Music Network d/b/a “IMN
      TV”

    Address:
      30 Grassy Plain Street, Suite 7, Bethel, CT 06801

    Telephone:
      203-730-8888

    Fax:
      203-730-0883

    


    This
      Agreement is entered into by and between Party A and Party B in Beijing on
      January 23, 1007 (01/23/2007), through negotiation in a cooperative spirit,
      and
      in compliance with the Contract Law of the People’s Republic of China,
      the Copyright Law of the People’s Republic of China, and other
      pertaining laws and regulations.

    


    I.  Content
      of Cooperation

    


    Party
      A
      agrees to authorize Party B to distribute encrypted digital music products
      (“Agreed products”) to a telecommunications service provider and preload such
      products on all mobile phones sold by the service provider.

    


    II.
      Geographical Location of Cooperation

    


    The
      geographical location where the cooperation occurs under this Agreement refers
      to mainland China, not including the Hong Kong Special Administration Region,
      the Macao Special Administrative Region, or Taiwan Province.

    


    III.
      Authorized Distribution Channel(s)

    


    
      	
              3.1

            	
              Party
                A agrees that the distribution channel shall be limited to China
                United
                Telecommunications Company Limited (Unicom) in the initial
                period.

            


    

    


    
      	
              3.2

            	
              Other
                Chinese telecommunications service providers such as China
                Telecommunications Co. Ltd, China Networks Communications Company
                Ltd and
                China Mobile Communications Corporation Company Ltd are not covered
                under
                this Agreement. If at a future time, Party A decides to expand its
                distribution channel to include any of these telecommunication service
                providers, it will do so by means of supplemental
                agreement.

            


    

    


    
      
         

      

      
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    IV.
      Sales
      Volume

    


    
      	
              4.1

            	
              Unicom
                intends to purchase and sell a total of one million CDMA 1.X mobile
                phones
                with loop playback capacity.

            


    

    


    
      	
              4.2

            	
              It
                is intended that a total of the first one hundred thousand (100,000)
                mobile phones will be allocated for special promotions launched by
                Unicom,
                and that these phones will be delivered to Unicom customers by March
                31,
                2007.

            


    

    


    
      	
              4.3

            	
              All
                the mobile phones mentioned above shall be furnished with DRM to
                prevent
                theft of music files.

            


    

    


    
      	
              4.4

            	
              Party
                A shall preload ten (10) whole songs onto Unicom mobile phones. They
                will
                be in AAC audio format, 96 K Bit
                Rate.

            


    

    


    V.
      Price
      and Cost

    


    
      	
              5.1

            	
              Party
                A and Party B agree on a 6 to 4 revenue distribution ratio to determine
                what percentage of revenue from sales to Unicom shall be retained
                by Party
                B, i.e. Party A collects 60% of sales revenue and Party B collects
                40% of
                sales revenue. As for taxes on sales revenues mentioned here, the
                two
                companies shall respectively pay due taxes in conformance with relevant
                Chinese rules and regulations.

            


    

    


    
      	
              5.2

            	
              Party
                B shall enter into negotiation and formal written agreement with
                Unicom
                concerning the price for song sale to Unicom (Refer to information
                about
                orders for songs in the appendix). However, the revenue distribution
                ratio
                between Party A and Party B described in 5.1 remains the
                same.

            


    

    


    
      	
              5.3

            	
              Party
                B should transfer money due to Party A to a bank account designated
                by
                Party A within thirty business days of receipt of payment from
                Unicom.

            


    

    


    VI.
      Guarantees

    


    
      	
              6.1

            	
              Party
                A guarantees that it has all the rights entitled by a lawful recorder
                to
                the Agreed products that are provided for Party B, and guarantees
                that any
                third party’s rights shall not be violated when the Agreed Products are
                used for the purposes as prescribed under this Agreement. However,
                Party A
                does not own copyrights to the music or lyrics of the Agreed Products.
                If
                Party B needs to use Agreed Products for other business matters outside
                this Agreement, it shall obtain copyrights to music and lyrics of
                the
                Agreed Products from relevant right
                holders.

            


    

    


    
      	
              6.2

            	
              Party
                B should guarantee that aside from preloading the Agreed Products
                on
                mobile phones, it shall not reproduce, store, compile, edit, modify,
                sell,
                utilize or allow other persons to utilize the Agreed
                Products.

            


    

    


    
      
         

      

      
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    VII.
      Indemnification for Breach of Agreement

    


    
      	
              7.1

            	
              If
                Party A fails to make song deliveries to Party B in the agreed timeframe,
                Party B is entitled to demand from Party A compensation in an amount
                of
                .05 per cent for each day delayed. If the delay of delivery is over
                thirty
                days, Party B is entitled to terminate this
                Agreement.

            


    

    


    
      	
              7.2

            	
              If
                Party B fails to make due payment to Party A in the agreed time frame,
                Party A is entitled to demand from Party B a compensation of .05
                per cent
                for each day delayed. If the delay of payment is over thirty days,
                Party A
                is entitled to terminate this
                Agreement.

            


    

    


    VIII.
      Term of Cooperation

    


    The
      term
      of cooperation is for one year, starting from January 23, 2007 to January 22,
      2008. The two companies shall decide whether to renew the Agreement within
      thirty days before the Agreement expires.

    


    IX.
      Governing laws and dispute resolution

    Laws
      and
      regulation of People’s Republic of China are applicable to the establishment,
      effect, explanation, implementation, modification, and termination of this
      Agreement, and dispute resolution related to this Agreement. With regard to
      all
      disputes related to this Agreement, Party A and Party B should seek resolution
      in an amicable way and through negotiation. Should negotiation fail to resolve
      a
      dispute, the two companies can seek arbitration by filing with the Beijing
      Arbitration Commission located in Beijing, China. The arbitration result shall
      be final and have binding power upon the two companies.

    


    If
      Party
      A and Party B fully understand and agree to the terms and conditions in this
      Agreement, please sign and stamp with official seals in specified spaces
      below.

    


    


    


    Beijing
      Starbright Technical Services Company Limited

    


    Signatory:
      Swee Wong (Managing Director)

    [Seal
      and Signed]

    


    


    Global
      Music International, Inc. d/b/a Independent Music Network d/b/a “IMN
      TV”

    


    Signatory:
      Christopher Maritz, EVP

    [Seal
      and signed]

    


    
      
         

      

      
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    Annex

    


    Company
      B
      should provide the following information when ordering songs from Company
      A:

    


    Number
      of
      songs;

    Names
      of
      songs;

    Number
      of
      mobile phones on which songs are to be preloaded;

    Price
      of
      songs;

    Total
      sales revenue;

    Amount
      owed to Company A at the end of the transaction;

    Dates
      of
      song delivery.

    


    



    
      
         

      

      
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