In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Exhibit 10.9

                           CONTENT LICENSING AGREEMENT

                                     between

                          Data Call Technologies, Inc.                              600 Kenrick, Suite B-12                               Houston, Texas 77060

                      hereinafter referred to as Licensor

                                       and

                                 PLAN_B MEDIA AG                                  Schaafenstr. 25                                   50676 Cologne                                      Germany                        hereinafter referred to as plan_b

1    PURPOSE  OF  THE  AGREEMENT

     1.1  The purpose  of  this  content  distribution  Agreement  (hereinafter           Agreement)  is  to  set  forth  the terms and conditions under which           plan_b  may  use  the  Content  (Content as set forth in APPENDIX 2)           owned  or  licensed  by  LICENSOR  for  a  commercial  distribution to           plan_b's  End  Users  in  the  territory  (Territory as set forth in           APPENDIX  2).

     1.2  End User  means  any  third  Party  receiving  Content  on  a  mobile           device  for  a  payment in accordance with the terms and conditions of           this  Agreement  for  their  own  private  and  non-  commercial  use.

2    OBLIGATIONS  OF  LICENSOR

     2.1  LICENSOR  shall  make  a  first  delivery  of Content to plan_b within           14  days  after the signing of this Agreement unless separately agreed           between  the  Parties.

     2.2  LICENSOR  shall  deliver  Content  according  to  the  specifications           (for  example  formats,  file  sizes)  set  by  plan_b or to be agreed           between  the  Parties  in  writing.

     2.3  LICENSOR  grants  plan_b  for  the  term  of  this Agreement the right           to  produce,  market  and  distribute  Content  to  End  Users (in the           territory  specified  in appendix 2) through its own and its partner's           platform.

3    OBLIGATIONS  OF  PLAN_B

     3.1  plan_b  will  distribute  Content  to  End  Users  in  the  Territory           through  its  distribution  channels.

     3.2  plan_b  shall  use  reasonable  commercial  efforts  to  market  and           stimulate  interest  in  the  Content  with  its  customers.

     3.3  plan_b  shall  provide  LICENSOR  with  a  detailed  written  record,           which  includes the number of End User downloads and each distribution           channel.  Such  report  shall  be  provided  to LICENSOR in electronic           format  within  6  weeks  of  the  end  of  a  quarter.

     3.4  LICENSOR  shall  have  the  right  to  use  a  certified  public           accountant  to  inspect and audit all the related records and books of           plan_b to ensure plan_b's compliance with the terms of this Agreement.           In  the  event  that  any such audit reveals that plan_b has underpaid           fees  to  the value of ten (10) percent or more of the total amount of           payments  for  the  period covered by the audit, plan_b shall bear the           cost  of  the audit and shall in any event immediately pay to LICENSOR

Source: DATA CALL TECHNOLOGIES, SB-2/A, 9/18/2006





          the  full  value  of the underpaid or under-reported fees. Such audits           shall  normally  be conducted during normal business hours at plan_b's           premises.

4    REVENUES

     4.1  plan_b  shall  pay  LICENSOR  a  share of its revenues as set forth in           APPENDIX  2  (REVENUES).

     4.2  All shares  are  net,  plus  the  respective  applying value added tax           (if  applicable).

5    INTELLECTUAL  PROPERTY  RIGHTS

     5.1  LICENSOR  is  the  owner  of  all  intellectual  property  rights,           including  without  limitation,  any  and all patents, utility models,           trade  marks,  rights  in  designs,  trade,  business or domain names,           know-how,  rights  in  databases and copyrights, rights in inventions,           ideas, concepts, trade secrets and confidential information which have           to  be  given  to  fulfill  this  contract.

     5.2  In the  alternative,  if  LICENSOR  is  not  the  sole  and  exclusive           owner  of  all  of  the  foregoing intellectual property rights to the           Content,  LICENSOR  has  been  granted  by  the  owner  or  rightful           sub-licensee  of the intellectual property of the Content the right to           grant  the rights provided by LICENSOR to plan_b under this Agreement.

     5.3  LICENSOR  grants  to  plan_b  a  license  to produce, use, distribute,           promote  and  publicly  display  the  Content  in any possible way for           distribution and marketing purposes. Additionally, Licensee shall have           the  right  to  use  the trademarks, trade names, or logos relating to           Content  (the  TRADEMARKS).

     5.4  LICENSOR  warrants  that  Content  does  not  infringe an intellectual           property  right  enforceable in the agreed country of delivery or use.           LICENSOR indemnifies and holds harmless plan_b against all claims that           Content  infringes any of the above mentioned rights of a third Party.           LICENSOR  shall  pay  all damages awarded in a trial to a third Party.

6    CONFIDENTIALITY

     6.1  Each Party  shall  keep  in  confidence  all material and information,           including  without  limitation  Content, received from the other Party           and  marked  as  confidential  or  which  should  be  understood to be           confidential,  and  may  not  use such material or information for any           other  purposes  than  those  set  forth  in  this  Agreement.  The           confidentiality  obligation shall, however, not be applied to material           and  information,  which  as  shown  by  the  receiving  Party,

          6.1.1 is generally  available  or  otherwise  public;  or

          6.1.2 the receiving  Party  has  received  from  a third party without                any  obligation  of  confidentiality;  or

          6.1.3 was in  the  possession  of  the  receiving  Party  prior  to                receipt  of  the same from the other Party without any obligation                of  confidentiality  related  thereto;  or

          6.1.4 the receiving  party  has  independently  developed  without                using  material  or  information  received  from the other Party.

     6.2  Each Party  shall  promptly  upon  termination  of  this  Agreement or           when the Party no longer needs the material or information in question           for  the  purpose  stated  in  this Agreement cease using confidential           material and information received from the other Party and, unless the           Parties  separately  agree on destruction of such material, return the           material  in  question  (including  all  copies  thereof).

     6.3  The rights  and  responsibilities  under  this  section  shall survive           any  termination  or  cancellation  of  this  Agreement  for  2 years.

7    TERM OF  THE  AGREEMENT  AND  TERMINATION

Source: DATA CALL TECHNOLOGIES, SB-2/A, 9/18/2006





     7.1  Unless  otherwise  stated  in  the  Appendix  the  term of this letter           Agreement  shall  continue  for  twenty-four  (24)  months  with  the           effective  date  unless  terminated sooner or extended pursuant to the           terms hereof (Initial Term). The Initial Term shall automatically be           extended  for  an additional period of half a year unless either party           provides  the  other party with written notification of termination of           the  letter  Agreement  at  least 60 days prior to end of such period.

     7.2  Either  Party  shall  be  entitled  to  cancel  this  Agreement if the           other Party is materially in breach of the terms of this Agreement. If           the  breach  of  contract is capable of being remedied, this Agreement           can  be  cancelled  only  provided  that  the  Party in breach has not           rectified  its breach within thirty (30) days of the written notice by           the  other  Party.

     7.3  Either  Party  may  cancel  this  Agreement  already prior to the date           of  its  fulfillment,  if it becomes evident that the other Party will           commit  a  breach  of  contract  entitling  to  cancellation  of  this           Agreement.

     7.4  Upon termination  or  cancellation  of  this  Agreement  plan_b  shall           cease to use Content for any purpose and delete Content from any files           and  data  storage.

     7.5  After termination  of  this  contract,  there  shall  be  a  sell-off           period  (defined  in  APPENDIX 2) following the date of termination of           this  contract.

8    MISCELLANEOUS

     8.1  The Parties  acknowledge  that  they  act  as  independent contractors           and this Agreement does not constitute any partnership, joint venture,           agency  relationship  or  other independent legal entity separate from           the  Parties.

     8.2  Neither  Party  shall  assign  or  transfer  to  any  third  party,           without  the  prior written consent of the other Party, this Agreement           or  any  rights  granted  herein.

     8.3  Any amendments  to  this  Agreement  shall  be  in  writing  and shall           have no effect before signed by the duly authorized representatives of           the  Parties.

     8.4  All  payments  will  be  made  to  Licensor  in United States dollars.

9    SEVERABILITY

     9.1  In the  event  that  any  provision  in this Agreement will be subject           to  an  interpretation  under which it would be void or unenforceable,           such  provisions  will be construed so as to constitute it a valid and           enforceable provision to the fullest extent possible, and in the event           that  it  cannot  be  so construed, it will, to that extent, be deemed           deleted  and  separable  from  the other provisions of this Agreement,           which  will  remain  in full force and effect and will be construed to           effectuate  its  purposes  to  the  maximum  legal  extent.

10   GOVERNING  LAW  AND  VENUE

     10.1 This Agreement  shall  be  governed  and  construed in accordance with           the  laws  of  the  United  States of America. The courts of competent           jurisdiction  at  New  York  City,  New York, shall have the exclusive           jurisdiction  over  any  dispute  arising out of or in connection with           this  Agreement.

     10.2 This Agreement  has  been  prepared  in  two (2) identical copies, one           for  each  Party.

PLAN_B  MEDIA  AG                  PLAN_B  MEDIA  AG

Source: DATA CALL TECHNOLOGIES, SB-2/A, 9/18/2006





03/24/06                           03/24/06 ______________________________     _____________________________ Date                               Date

/s/  Heim  Brecht                  /s/  Stefan  Meyes-Sickenagel ______________________________     _____________________________ Signature                          Signature

Heim  Brecht                       Stefan  Meyes-Sickenagel ______________________________     _____________________________ Name  (Please  print)              Name  (Please  print)

CIO                                COO ______________________________     _____________________________ Title/Position                     Title/Position

LICENSOR                           LICENSOR

3/23/06 ______________________________     _____________________________ Date                               Date

/s/  James  Ammons ______________________________     _____________________________ Signature                          Signature

James  Ammons ______________________________     _____________________________ Name  (Please  print)              Name  (Please  print)

President  and  CEO ______________________________     _____________________________ Title/Position                     Title/Position

APPENDIX  I

1.   CONTACT  PLAN_B  MEDIA  AG

     Name:         Matthias  Hellmann

     Position:     Head  of  Content

     Phone:        XXXXXXXXXXXXX

     Email:        XXXXXXXXXXXXXXX

2    CONTACT  LICENSOR

     Name:         Jim  Ammons

     Position:     CEO  /  President

     Phone:        866-219-2025

     Email:        ammons@datacalltech.com

3    CONTACT       LICENSOR  AGENT  (IF  APPLICABLE)

     Name:

     Position:

     Phone:

     Email:

4   BANK  ACCOUNT  LICENSOR

    Bank name:     Bank  Of  America

    Bank address:  Dallas,  Texas

Source: DATA CALL TECHNOLOGIES, SB-2/A, 9/18/2006





    Country:       USA

APPENDIX  2

1    CONTENT,  SHARE  &  TERRITORY

     1.1  Contract  name (for internal plan_b-ware use): Data Call Technologies,      Inc.

CONTENT                          LICENSOR       TERRITORY            TERMINATION                                   SHARE

Top  News  Headlines Top  Business  Headlines Science/Health  News Entertainment  Headlines

National  Football  League National  Basketball  Association National  Hockey  League Major  League  Baseball NCAA  Football NCAA  Men's  Basketball Professional  Golf  Association NASCAR

Latest  Sports  Lines               45%        Worldwide             24  months Latest  Sports  Headlines Thought  for  Today Market  Details World  Financial  Highlights Weather: Current  Conditions 48-Hour  Forecast 7-Day  Forecast Weather  Alerts Doppler  Weather  Radar

2    TERMS

     2.1  Contract  start:  04-01-06

     2.2  Contract  end:  04-01-08

     2.3  Commercial  distribution  possible  from:

     2.4  Sell-off  period:  3  months  after  termination

3    PAYMENTS  AND  REPORTS  TO  LICENSOR

     3.1  Reporting:  Quarterly;  30  days  after  end  of  quarter

     3.2  Payment  terms:  30  days  after  receipt  of  invoice

4    EXCLUSIVITY  COPYRIGHT

     4.1  Content  exclusive:  [ ]  Yes  [ ]  No

     4.2  Copyright:

Source: DATA CALL TECHNOLOGIES, SB-2/A, 9/18/2006 
Question: Highlight the parts (if any) of this contract related to Audit Rights that should be reviewed by a lawyer. Details: Does a party have the right to  audit the books, records, or physical locations of the counterparty to ensure compliance with the contract?
LICENSOR  shall  have  the  right  to  use  a  certified  public           accountant  to  inspect and audit all the related records and books of           plan_b to ensure plan_b's compliance with the terms of this Agreement.