In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.

[Q]: EXHIBIT 10.3

  [ENTERPRISE LOGO APPEARS HERE]

ENTERPRISE TRANSPORTATION COMPANY    a division of Enterprise Products Company    P.O. BOX 4324 . PHONE 713 / 880-6500                     Contract No.  017           HOUSTON, TX 77210                                              ______                                                              Date: June 1, 1998

                            TRANSPORTATION CONTRACT

     THIS CONTRACT is entered into by and between ENTERPRISE TRANSPORTATION COMPANY, a division of Enterprise Products Company, (Carrier),

and  ENTERPRISE PRODUCTS OPERATING L.P., a Delaware limited partnership - ------------------------------------------------------------------------------

     P.O. Box 4324            Houston,          TX   77210     (Shipper). - ------------------------------------------------------------------------------      (Address)                (City)          (State)

     Shipper is engaged in business as a manufacturer, distributor or dealer of chemicals or petroleum products (COMMODITIES), and Shipper requires transportation of Commodities in intrastate, interstate or foreign commerce;

Carrier is authorized to provide transportation for Shipper as a motor contract carrier under authority issued by the U.S. Department of Transporation in Docket No. MC-121496.

     NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties agree as follows:

     1.   Shipper shall tender commodities to Carrier for transportation by Carrier in a specialized service designed to meet the distinct needs of Shipper in  interstate or foreign commerce between points in the United States.

     2.   Shipper shall tender to Carrier and Carrier shall transport in a series of shipments not less than 10,000 pounds of Commodities per year.

     3.   As compensation for the services provided by Carrier under this contract, Shipper shall pay Carrier in accordance with 1) Rate Appendices making reference to this contract which shall from time to time be agreed to between the parties and 2) Carrier's Contract Carriage Rules and Regulations attached as Exhibit A, which are incorporated in this contract by this reference for all purposes (collectively, the Schedule).

     4.   This contract shall be for a term of one year commencing on the date first above written; thereafter, it shall automatically continue until terminated by either party upon not less than thirty (30) days prior written notice to the other party.

THIS CONTRACT IS SUBJECT TO THE TERMS AND CONDITIONS ON THE REVERSE SIDE.

ENTERPRISE PRODUCTS OPERATING L.P.  ENTERPRISE TRANSPORTATION COMPANY By Enterprise Products GP, LLC, its general partner (Shipper)

By: /s/ A.W. Bell                 By: /s/ Gary Miller    ----------------------------      -------------------------------------- Title: Executive Vice President    Title: Executive Vice President       -------------------------          ----------------------------------

                                TERMS AND CONDITIONS

     1. For each shipment under this contract, Shipper shall designate the points of origin and destination and any point or points where stopoffs shall be made for partial loading or unloading.  Shipper shall exert its best efforts to load each shipment to the lawful capacity of Carrier's vehicle.  Each shipment shall be evidenced by a shipping document signed by Carrier, consignor and consignee, showing the kind and quantity of Commodities received and delivered by Carrier at the loading and unloading points, respectively; provided, however, the provisions of any shipping document, bill of lading or other instrument to the contrary notwithstanding, this contract and the Schedule shall exclusively govern the relationship of the parties with respect to the subject matter of this contract.

     2. (a) Carrier shall invoice Shipper for the services provided under this contract promptly upon performance.  All sums due under any invoice shall be payable without discount upon receipt of the invoice. Amounts more than 30 days past due shall bear interest from the due date to the date of payment at the lesser of 1) the rate of interest established by Chase Manhattan Bank, New York, NY, from time to time as its prime rate, plus two (2) percent, or 2) the maximum non-usurious interest rate which may be charged Shipper pursuant to applicable Texas law, Article 5069-1.04 Texas Rev. Civ. Stat., as amended.

     (b) All sums due under this contract are payable at Carrier's offices in Houston, Harris County, Texas.





     3. (a) Carrier shall perform services under this contract as an independent contractor and shall have exclusive control and direction of its employees and exclusive responsibility to Shipper for any of Carrier's owner-operator contractors engaged in the performance of this contract. Carrier shall pay all wages, local, state, and federal payroll taxes or contributions or taxes for unemployment insurance, worker's compensation, pensions, social security and related protection with respect to its employees.

     (b) Carrier shall, at its sole cost and expense, furnish all vehicles, fuel, oil, tires, and other parts, maintenance, supplies, drivers and equipment necessary or required for the performance of the services to be provided under this contract.  Carrier shall procure and maintain all licenses and permits required by local, state, or federal law and comply with all applicable laws, regulations and governmental orders with respect to the services to be provided under this contract.

     4. (a) Carrier shall, at its sole cost and expense, procure and maintain liability insurance with a reputable and financially responsible insurance carrier or carriers properly insuring Carrier against liability and claims for injuries to persons (including injuries resulting in death) and for damage to property in amounts not less than the Minimum Levels of Financial Responsibility for Motor Carriers prescribed by the U. S. Department of Transportation (49 CFR (S)387 et seq.).

     (b) Subject to the limits of the insurance coverages specified in paragraph 4 (a) above, Carrier shall defend, indemnify and hold Shipper harmless from and against all loss, damage, expense, actions and claims for injury to persons (including injury resulting in death) and loss of or damage to property arising out of or in connection with Carrier's negligence in the performance of this contract; provided, however, Carrier shall not be liable for loss of or damage to Commodities transported to the extent such loss or damage was not caused by Carrier's negligence and was caused by an act of God, the public enemy, the act of Shipper or the inherent vice of the Commodities.  Where personal injury or death or loss of or damage to property arises out of the joint negligence of Carrier and Shipper, Carrier's duty of indemnification shall be in proportion to its allocable share of such joint negligence.  In no event shall Carrier be liable for any lost profits or special, indirect or consequential damages.

     5. If either party is rendered unable, wholly or in part, by force majeure or any other cause of any kind not reasonably foreseeable or within its control to perform or comply with any obligation or condition of this contract, then upon giving notice and reasonably full particulars to the other party such obligation or condition shall be suspended during the continuance of the inability so caused, and such party shall be relieved of liability and shall suffer no prejudice for failure to perform during such period; provided, however, obligations to make payment for amounts then accrued or due under this contract shall not be suspended, and the cause of suspension (other than strikes or differences with workers) shall be remedied insofar as possible with reasonable dispatch.  Settlement of strikes and differences with workers shall be wholly within the discretion of the party having the difficulty.  The term force majeure shall include, without limitation, acts of God and the public enemy, the elements, fire, accidents, breakdown, strikes, and any other industrial, civil or public disturbance, inability to obtain materials, supplies. permits or labor, any laws, orders, rules, regulations, act or restraints of government or governmental body or authority, civil or military.

     6. (a) if either party should make a general assignment for the benefit of creditors or if a receiver should be appointed on account of the insolvency of either party, the other party may, without prejudice to any other right or remedy, terminate this contract upon seven (7) days prior written notice.

     (b) Termination of this contract for any reason shall not release either party from any obligation that may have accrued before such termination, nor shall it preclude either party from exercising any remedies it might have in law or equity to enforce such obligations.

     7. No waiver by Shipper or Carrier of any default of the other under this contract shall operate as a waiver of any future default, whether of like or different character.

     8. Any notice in writing by one party under this contract shall be given by registered or certified mail, return receipt requested, to the other party at its address shown on the first page or to such other address as such party may from time to time specify by notice given according to this provision.  A U.S. Postal Service receipt showing the delivery of such notice and the date thereof shall be prima facie evidence of the giving of such notice on the date of such receipt.

     9. (a) This contract shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

     (b) This contract shall not be assigned in whole or in part by either party without the prior written consent of the other, except that a party may assign this contract to a successor entity as a result of a merger or consolidation or to another entity which acquires substantially all of the assets of that party.

     10. The terms and conditions of this contract and all information concerning the business, customers, products, and processes of each party which may come into the possession of the other party during the course of the negotiation or performance of this contract are confidential and shall not be disclosed to any third party without the prior written consent of the other party; provided, however, either party may disclose information concerning this contract to any independent public accounting firm retained to perform an annual financial audit of that party.  This obligation of confidentiality shall expire two (2) years from the date of the last shipment under this contract.





     11. This contract contains the entire understanding between the parties and may not be changed, waived, or modified unless in writing signed by authorized representatives of the parties; provided, however,  Rate Appendices making reference to this contract may be confirmed by telecopy or similar written record of electronic transmission between the parties.

     12. This contract shall be governed by and construed in accordance with the laws of the State of Texas, excluding any binding conflict of laws rule which might refer such construction to the laws of another state.  Any lawsuit related to or arising out of this contract shall be brought only in the United States District Court for the Southern District of Texas (Houston Division) or in the District Court of Harris County, Texas, to which venue and non-exclusive jurisdiction each party expressly consents for itself and in respect of its property for all purposes.

                                     EXHIBIT A

                       ENTERPRISE TRANSPORTATION COMPANY

                               CONTRACT CARRIAGE                              RULES AND REGULATIONS

                        [ENTERPRISE LOGO APPEARS HERE]

                                 TABLE OF CONTENTS

100     Charges Generally 110     Governing Publications 115     Reference to Tariffs, Schedules 120     Definitions  125     Terminals

200     Application of Rates - From and To Places Within or Adjacent to             Incorporated Municipalities or Unincorporated Communities. 215     Distances in Excess of Those Shown in Rate Scales 217     Distances - Method of Computing 220     Backhauls and Continuous Movements 230     Mixed Shipments - Truckload 235     Fractions 240     Pickup or Delivery Service 245     Holidays 250     Prepayment 260     Return Shipments - Tendered for Vehicles Enroute 263     Reconsignment or Diversion 265     Rejected, Undelivered Shipments 270     Shipments to and from Points in Canada and Mexico 280     Weighing and Weights 285     Weight          300     Shipment Documentation and Loading and Unloading Directions 305     Loading by Consignor - Unloading by Consignee 310     Cleaning 320     Delivery Schedules 330     Detour Routes 340     Impracticable Operations 350     Special Service  360     Stopoffs 370     Tender of Shipments 375     Tank Vehicle or Other Equipment Ordered by the Shipper for Loading

400     Claims for Cargo Loss or Damage 410     Claims for Overcharge, Duplicate Payment or Overcollection          500     Allowance for Use of Shipper's Trailer 510     Setting Out Trailers and Tractors Used for Spotting 520     Waiting at Port of Entry 525     Detention of Vehicles 530     Expedited Service 535     C.O.D. Shipments 540     Hose - Charges for Furnishing 550     Loading and/or Unloading Service 560     Overnight Layovers 570     Heating in Transit 575     Steam Heating 580     Standby Equipment - Exclusive Use 590     Vehicle Furnished But Not Used

                         ENTERPRISE TRANSPORTATION COMPANY                                CONTRACT CARRIAGE                              RULES AND REGULATIONS

ITEM 100:       CHARGES GENERALLY





All charges provided by each Item herein shall be cumulative and in addition to  all other applicable rates and charges unless expressly provided otherwise.

ITEM 110:       GOVERNING PUBLICATIONS

The following described tariffs and supplements or loose-leaf page amendments  thereto or successive issues thereof are incorporated herein by this reference  and shall govern these Rules and Regulations:

                                                           TARIFF      ICC TARIFF                           ISSUING AGENT             NUMBER     NUMBER

Explosives and Dangerous  American Trucking Associations,   111-C    ATA 111-C   Articles Tariff           Inc., Agent

Mileage Guide             Household Goods Carriers'         111-C    HGB 100                           Bureau, Agent

ITEM 115:        REFERENCE TO TARIFFS, SCHEDULES

Where reference is made herein to a tariff, schedule, item, note, or page, such  reference also will embrace amendments and supplements thereto, or successive  issues of said tariff, schedule, item, note or page.

ITEM 120:       DEFINITIONS

        When used herein and in contracts making reference hereto, the following terms shall have the meanings set forth below:

        Consignee shall mean the person to whose facilities a shipment is          destined.

        Consignor shall mean the person at whose facilities a shipment          originates.

        Freight Bill shall mean any receipt, manifest, bill of lading form or         other document used to identify a shipment and evidence Carrier's         receipt and delivery thereof.

        Month shall mean a calendar month.

        Normal Business Hours shall mean 8:00 a.m. to 5 p.m. local time on          weekdays (Monday through Friday), holidays excluded.

        Shipment shall mean a lot of freight tendered for transportation from         one Consignor, at one point at one time for one Consignee at one         destination and covered by one freight bill. Unless otherwise provided,         charges will be assessed on each unit required to transport a Shipment         at the applicable minimum weight or truckload minimum weight shown for         each Unit used.

        Tractor shall mean a truck tractor.

        Trailer shall mean a tank semitrailer.

        Unit shall mean a truck tractor-semitrailer combination motor vehicle.

        Vehicle shall mean a Tractor or a Trailer.

ITEM 125:       TERMINALS

Terminal as used herein shall mean a point within the following cities or  municipalities:

                Arcadia, LA                     Keller (Dallas/Ft. Worth) TX                 Beaumont, TX                    Odessa, TX                 Breaux Bridge, LA               Petal, MS                         Freeport, TX                    Port Allen, LA                 Baytown (Houston) TX            Texas City, TX                 Pierce Junction (Houston) TX

ITEM 200:       APPLICATION OF RATES - FROM AND TO PLACES WITHIN OR ADJACENT TO                  INCORPORATED MUNICIPALITIES OR UNINCORPORATED COMMUNITIES

1. Incorporated Municipalities:

   Carrier's rates, rules and regulations will apply from or to points named and    points and places within the corporate limits of a given municipality and    additionally to and from the following points, places and areas (if within    the United States), as follows:

   (a) The municipality itself, hereinafter called the base municipality;

   (b) All municipalities which are contiguous to the base municipality;

   (c) All municipalities wholly surrounded, or so surrounded except for a water        boundary, by the base municipality, by any municipality contiguous        thereto.

2. Unincorporated Communities:

   (a) Carrier's rates, rules and regulations will apply from and to points





       named and additionally to and from places and areas (if within the United        States), as follows:              (i)  All points within 3 miles of the post office in a given                 unincorporated community if it has a population of less than                 2,500; within 4 miles if it has a population of 2,500 but less                 than 25,000; and within 6 miles if it has a population of 25,000                 or more; and

          (ii)  At all points in any municipality any part of which is within                 the limits described in (a) above; and

         (iii)  At points in any municipality wholly surrounded, or so                 surrounded except for a water boundary by any municipality                 included under the terms of paragraph (b) above.

   (b) When a specific rate is named from or to a specific point embraced within        the commercial zone of a base municipality as herein described, the        provisions of this Item will not apply.

   (c) If the population of a community is reported in the latest report of the        United States Bureau of the Census, the population so reported will        govern in applying this Item. If the community does not have a post        office of the same name, distances will be measured from the generally        recognized business center.

  When it becomes necessary to compute a rate for a distance in excess of that shown in the applicable rate scale, the rate shown in connection with the greatest distance in the applicable rate scale will be added to the rate under the same scale for the distance in excess of the greatest distance shown in said scale. The sum of the two rates thus determined will constitute the through rate from origin to destination.

ITEM 217:       DISTANCES - METHOD OF COMPUTING

1.  Except as otherwise provided, the governing mileage guide, shall be used in     determining distances between origins and destinations, in computing local     and joint distance commodity rates herein.

2.  If Carrier is required to detour a shipment as provided in Item 330 (Detour     Routes), the rate will be based on the mileage published in the governing     mileage guide via the route of movement.

3.  When at the request of Shipper a route more distant than the shortest     distance between origins and destinations is used, the mileage published in     the governing mileage guide, via the route of movement shall be used, except     as otherwise provided in this Item.

4.  For rate making purposes, distances will be computed over the shortest route     obtained from the governing mileage guide.

5.  In computing distances in connection with distance rates from and to the     points shown in Column A below, the distance from or to the point descried     opposite in Column B shall be applied.

               COLUMN A                                      COLUMN B      COMPUTING DISTANCES FROM OR TO                 APPLY DISTANCE FROM OR TO - ------------------------------------              ------------------------------ West Lake and West Lake Charles, LA               Lake Charles, LA North Baton Rouge, LA                             Baton Rouge, LA Bossier City, LA                                  Shreveport, LA Gretna, Harvey, Marrero, Westwego, LA             New Orleans, LA Plaquemine, LA                                    Baton Rouge, LA plus 15 miles Avondale and Oak Point, LA                        New Orleans, LA plus 6 miles Chalmette, LA                                     New Orleans, LA plus 9 miles Belle Chase, LA                                   New Orleans, LA plus 10 miles Meraux, LA                                        New Orleans, LA plus 9 miles Chaison, Lucas Station and Herbert Station, TX    Beaumont, TX West Port Arthur, TX                              Port Arthur, TX Deer Park, Pasadena, Galena Park, Green    Bayou and South Houston, TX                     Houston, TX Bayport, Texas                                    Baytown, TX plus 13 miles* Bayport, Texas                                    Houston, TX plus 24 miles Channelview, TX                                   Houston, TX plus 15 miles Dowling, TX                                       Beaumont, TX plus 6 miles Smith Bluff, TX                                   Beaumont, TX plus 9 miles Texas City, TX                                    Houston, TX plus 40 miles Strang, TX                                        Houston, TX plus 20 miles Texas City, TX                                    Baytown, TX plus 32 miles*

   * This distance may be used only when the net weight of the shipment does not    exceed 36,000 pounds and does not contain explosives, flammable liquids,    oxidizing materials, corrosive materials, compressed gas or combustible    liquid with a flash point at or below 95 degrees Farenheit.

ITEM 220:       BACKHAULS AND CONTINUOUS MOVEMENTS

1. (a) Backhaul Rates. Backhaul rates shall apply only when shipments are part of a continuous movement in conjunction with an original outbound shipment. Carrier shall notify Shipper at the time of tender if equipment is available for loading and movement in backhaul service. If equipment is not available for backhaul service, such shipments shall be governed by the rates, rules and regulations otherwise applicable.





   (b) Continuous Movement Rates. Continuous movement rates apply only when a shipment is one of two or more separate consecutive shipments tendered by Shipper and/or one or more Consignors designated by it and transported to one or more Consignees; provided, that where such shipment is a backhaul shipment under Paragraph 1(a), above, the rates shall be those applicable to backhaul shipments.

2. Charge applicable. In the event that Carrier agrees to provide, at the request of Shipper, transportation which constitutes a backhaul or a continuous movement under these provisions, the rate or charge otherwise applicable on said shipment(s) shall not be applied, and the applicable charge shall be that provided in accordance with the backhaul or continuous movement rates set forth in Rate Appendices hereto. Shipper shall be responsible for payment of all freight charges on backhaul or continuous movement shipments.

3. Route applicable.

   (a) Mileage shall be computed based on the aggregate number of miles  traversed in connection with a backhaul or continuous movement shipment, in  accordance with the mileage determination provisions herein, commencing at the  terminal from which Carrier's unit was initially dispatched and ending with  return thereto, computed as follows: (i) the mileage traversed between Carrier's terminal and the point of origin of the initial shipment; plus (ii) the mileage  traversed between the origin and destination of any shipment and the origin of  the next consecutive shipment; plus (iv) the mileage traversed between the point of destination of the last shipment and the Carrier's terminal; plus (v) all additional mileage traversed incidental to any of the mileages specified in subparagraphs (i), (ii), (iii) and (iv) hereof, for purposes of internal cleaning of trailer, weighing, stop-off for partial loading and/or unloading, detour necessitated by highway restrictions or weight limitations, or by compliance with statutes or regulations of any governmental unit or agency thereof.

   (b) When the trailer of any unit used for a backhaul or continuous movement  shipment is located at the point of origin of the initial shipment, and if  tractor mileage charges and/or trailer rental charges are assessed in  connection therewith pursuant to applicable provisions of these Rules and  Regulations, the route of backhaul or continuous movement shall commence and end at the said point of origin.

   (c) Each freight bill in a backhaul or continuous movement must be  cross-referenced to the freight bill covering the initial shipment.

4.  Cleaning.

    Shipper and/or Consignee of the return load shall, at its expense, have the  interior of the tank cleaned so it can handle the return shipment satisfactorily; or Shipper may request Carrier to have the interior cleaned, and a cleaning charge of $125.00 shall apply.

ITEM 230:       MIXED SHIPMENT - TRUCKLOAD

Two or more commodities taking the same or different rates may be shipped as a  truckload at one time in a compartmented trailer. On such shipments, freight  charges shall be computed on basis of the actual gallonage or weight of each  commodity, as the case may be, at its respective rate, but not less than the  charges that would accrue on basis of the highest rate and corresponding minimum gallonage and/or weight as provided in Item 285 (Weight) or in individual Items.

ITEM 235:       FRACTIONS

In computing freight charges or mileage, all fractions must be retained at their full value until the final result is obtained, and then all remaining fractions  will be disposed of in the following manner:                                  Fractions of less than 1/2 cent, reduce to the next lowest cent.                 Fractions of 1/2 cent or more, increase to the next full cent.

  ITEM 240:       PICKUP OR DELIVERY SERVICE

Carrier's rates include, as to each shipment, one pick-up and one delivery at a  place directly accessible to Carrier's unit at all points within the limits of  the cities, towns, villages and other points from and to which the rates apply.

                The term pick-up as used herein means the service performed by                 Carrier in calling for and accepting a shipment.

                The term delivery as used herein means the service performed                 by Carrier in transporting and placing a unit as designated by                 the Consignee for unloading.

ITEM 245:       HOLIDAYS

The following shall be deemed Holidays:

New Year's Day  Independence Day   Thanksgiving Day   Memorial Day   Labor Day Christmas Day

ITEM 250:       PREPAYMENT

Shipper shall prepay of all charges or provide satisfactory assurance of payment before Carrier accepts shipments.





ITEM 260:       RETURN SHIPMENTS - TENDERED FOR VEHICLES ENROUTE

Subject to all other provisions herein, shipments on vehicles enroute under  previous dispatch will be accepted subject to the following conditions:

1.  The rate to apply will be 80% of the otherwise applicable distance commodity     rate, other than a rate under Item 220 (Backhauls and Continuous Movements),     subject to the applicable minimum.

2.  Shipments may not originate in Louisiana or Texas, and must be destined to     points in the United States in or east of Minnesota, Iowa, Kansas, Oklahoma     and Texas.

3.  The provisions of this Item will only apply on distance commodity scales in      excess of 400 miles.

ITEM 263:       RECONSIGNMENT OR DIVERSION

1.  The terms diversion or reconsignment mean:

    (a) A change in name of Consignor or Consignee.     (b) A change in destination.     (c) Any other instructions given by the Consignor, Consignee, or owner         affecting routing, loading or delivery and requiring an addition to or         change in billing or additional movement of the vehicle or both. And         additional movement of a vehicle from one point to another point or         points within the same loading or unloading facilities to finish loading         or unloading, as the case may be, shall not be considered a diversion or         reconsignment under the provisions of this Item.

2.  Shipments moving under the provisions of this Item must be prepaid.

3.  A request for diversion or reconsignment must be made or confirmed in     writing. The original shipping documents must be surrendered to Carrier or     proof of ownership by other means must be provided.

4.  The rate to be applied shall be the applicable rate from original point of     origin to final destination based on the miles traveled via reconsigning or     diversion point or, where more than one reconsignment is involved, via each     successive reconsigning point.

5.  A charge of $30.00 will be made for each diversion or reconsignment.

6.  When a diversion or reconsignment order is received by Carrier, reasonable     efforts will be made to locate the shipment and effect the change desired,     but Carrier will not be responsible for failure to do so unless such failure     is due to the gross negligence of its employees.

ITEM 265:       REJECTED, UNDELIVERED SHIPMENTS

If, for reasons not attributable to Carrier, a shipment is rejected wholly or in part by Consignee at destination, it shall be returned at that time in the delivering unit to the point of origin unless reconsigned to another unloading point by Shipper.

The rate for return movement of a rejected or undelivered shipment will be  one-half of the rate on the outbound movement in effect on the date of the  return movement. Charges will be based on the actual amount of commodities  returned, subject to the outbound minimum.

Time consumed waiting for orders, under this Item will be considered part of the unloading time, and detention charges will be assessed as provided in Item 525  (Detention of Vehicles).

If the return movement is rated under Item 260 (Return Shipments - Tendered for  Vehicles Enroute) or Item 220 (Backhauls and Continuous Movements), the rates  applicable thereunder shall apply.

ITEM 270:       SHIPMENTS TO AND FROM POINTS IN CANADA AND MEXICO

On shipments to and from points in Canada or to and from points in Mexico, the  rates in schedules making reference hereto apply only as proportional rates to  and from United States ports of entry at the United States-Mexican border.

Shipper shall advise Carrier at time service is requested of the route and the  United States port of entry to be used for movement beyond the United States  border. If Shipper fails to advise or chooses not to advise the port of entry  and/or route to be followed beyond the border, the Carrier shall do so. Upon  selection of such route and/or port of entry by Carrier, the Consignor shall be  deemed to accept such route and/or port of entry as its own routing without  recourse to the Carrier.

ITEM 280:       WEIGHING AND WEIGHTS

1.  When a weighing service is performed by Carrier, either at the request of     the Shipper or Consignee, or when weighing is required to determine     assessment of freight charges, a weighing service charge of $7.50 will be     assessed for each service; provided however, no charge will be assessed when     weighing is accomplished on Consignor's or Consignee's plant scales, at the     point of loading or unloading, at no cost to Carrier.

2.  If it is necessary to deviate from the shortest applicable route of movement     in order to weigh enroute or comply with Shipper or Consignee request to     weigh enroute, the freight rate will be based on distance from origin to     destination via such weigh point.





      In the event out-of-line weighing is required of Carrier, commodity rates     will become applicable, and mileage rates will be used to assess freight     charges.

3.  If a shipment exceeds the maximum weight which can be legally transported in     the unit loaded and it is necessary to return to origin or some other point     designated for partial unloading, the freight rate will be based on the     total distance from origin to destination via such weigh point and/or such     point of partial unloading. Time consumed in effecting partial unloading due     to overweight shall be considered part of the loading time and shall be     subject to the charges and provisions of Item 525 (Detention of Vehicles).

    Commodity rates will become inapplicable in the event the provisions of this     paragraph are applicable, and the mileage rates will be used to assess     freight charges.

4.  Time consumed in (1) weighing vehicle before and after loading or before and     after individual compartments are loaded and (2) weighing vehicle before and     after unloading or before and after unloading individual compartments, shall     be considered a part of the loading or unloading time, as the case may be,     and shall be subject to Item 525 (Detention of Vehicles); provided, however,     when Carrier is requested to arrive at Shipper's facility with a tare weight     prior to loading or at Consignee's facility with a gross weight after     loading or tare weight after unloading, without returning to the Shipper's     or Consignee's facility, such weighing time shall not be subject to     provisions of Item 525 (Detention of Vehicles).

  5.  Carrier will assess freight charges based on scale weights secured at either     origin or destination in accordance with Shipper's instructions appearing on     the freight bill. Carrier will not assume responsibility for differences in     weights secured at origin and destination in accordance with Consignor or     Consignee requests.

6.  The term service as used in this Item shall mean one weighing empty (or     partial empty) and one weighing loaded (or partially loaded). The     difference in the two weights shall be the weight of the entire shipment or     a portion thereof.

ITEM 285:       WEIGHT

Carrier's rates shall apply on actual weight transported subject to applicable  minimum weights. The weight loaded shall not exceed the maximum weight which may lawfully be transported in Carrier's equipment; provided, however, when the  weight of a shipment is less than the minimum weight specified for the  applicable rate, and the rate provides that in no event will freight charges be  based on less than the minimum weight specified, such minimum weight will apply  for the purpose of computing freight charges.

When a minimum load is based on 90% of the gallonage capacity of the vehicle,  freight charges will be based on 90% of the gallonage capacity of the vehicle  utilized.

ITEM 300:       SHIPMENT DOCUMENTATION AND LOADING AND UNLOADING DIRECTIONS

1.  Upon arrival of Carrier's unit at any Consignor's or Consignee's premises,     Consignor or Consignee, as the case may be, shall be responsible for     examining and validating the documentation connected with the shipment. In     addition, Consignor or Consignee shall be responsible for directing the unit     to the proper loading or unloading facilities and for connecting and     disconnecting Carrier's hose to the loading or unloading facilities; Carrier     shall only connect and disconnect Carrier's hose to Carrier's equipment.

2.  Each vehicle offered to the Consignor for loading of the commodity to be     transported is subject to inspection by Consignor; the acceptance of such     vehicles for loading by Consignor shall constitute notice to Carrier that     said vehicle meets Consignor's requirements with respect to specifications,     cleanliness, pumping equipment, hoses and connections.

3.  Consignor shall provide all placards required for each shipment in      conformity with regulations of the U.S. Department of Transportation.

ITEM 305:       LOADING BY CONSIGNOR - UNLOADING BY CONSIGNEE

Except as otherwise provided, Carrier's rates and charges do not include the  service of the Carrier in loading or unloading.

Carrier's driver will assist Consignor or Consignee in loading or unloading operations where the assistance is requested. This service will be rendered, however, only under the direction of Shipper, and Carrier will assume no responsibility for errors or omissions made in the course of such operations unless complete written instructions are supplied to Carrier's dispatchers before the shipment is dispatched and then only if such errors or omissions are due to the negligence of Carrier's employees; provided, however, that under no circumstances shall Carrier's employees connect or disconnect Carrier's hose to the loading or unloading facilities.

ITEM 310:       CLEANING

Except as otherwise provided, Carrier shall be responsible for cleaning the  trailer and disposal of all commodity heels and wash water following each  shipment using Carrier's trailers, and no charges to Consignor or Consignee  shall apply because of such cleaning or disposal. Shipper shall be responsible  for cleaning any trailers owned or furnished by Shipper and used by Carrier.





ITEM 320:       DELIVERY SCHEDULES

Carrier shall handle shipments tendered to it with reasonable dispatch and  effect delivery of such shipments during Normal Business Hours, unless Carrier  has been advised prior to the shipment being dispatched that the Consignee has  extended its hours of business and/or days of operation. Under no circumstances  shall Carrier be obligated to effect delivery of any shipment at a specified  time or on a specified day. In consideration of the convenience of the  Consignee, Carrier will accept orders calling for preferred delivery periods of  either morning (a.m.) or afternoon (p.m.) and will make reasonable efforts to  comply with such requests, subject to the understanding that failure to arrive  during such preferred delivery period will not relieve the Consignee of the  responsibility to accept delivery of the shipment tendered during its Normal  Business Hours.

ITEM 330:       DETOUR ROUTES

If due to floods, washouts, snow, ice, road construction or other conditions beyond the control of Carrier, any portion of the shortline route, from origin to destination, as determined from the governing mileage guide, cannot in Carrier's sole judgement safely be traversed by Carrier's vehicle, Carrier will detour the shipment over the most practical available route, and a notation will be placed on all shipping papers and freight bills indicating the route of movement. The applicable distance commodity rates will apply to the actual route of movement.

ITEM 340:       IMPRACTICABLE OPERATIONS

1.  Nothing herein shall be construed as requiring Carrier to transport     commodities or furnish service for which, in Carrier's sole judgment, it     does not have sufficient operational experience or suitable equipment nor to     accept shipments when equipment is not available.

2.  Nothing herein shall require Carrier to pick up, transport or deliver     shipments when, through no fault or neglect of Carrier, it is impractical or     unsafe to do so.

ITEM 350:       SPECIAL SERVICE

1.  During the time the normal operations of Shipper's plant are interrupted by     labor disturbances accompanied by violence or imminent threat thereof,     Carrier may dispatch vehicles or units to pick up shipments. If Carrier is     not permitted to enter the plant because of picketing or any other condition     due to labor disputes accompanied by violence or imminent threat thereof,     the order shall be considered to have been cancelled, and the provisions of     Item 590 (Vehicle Furnished But Not Used) shall apply.      2.  If Carrier is not permitted to enter the premises of a Consignee at the     point of destination for delivery of a shipment due to labor disputes     accompanied by violence or imminent threat thereof, the shipment shall be     considered to have been refused or rejected, and the provisions of Item     265 (Returned, Undelivered Shipments - Rejected) shall apply.

3.  Upon request of Shipper, Carrier may furnish additional personnel, if     available, to assist in the loading or unloading at a location which is     involved in a labor dispute accompanied by violence or imminent threat     thereof. The charge for furnishing personnel hereunder shall be $20.00 per     person per hour, subject to a minimum charge of $80.00 per person. Time     shall be computed from the time a person leaves the point of dispatch until     his return. In addition, Shipper shall reimburse Carrier for all travel,     lodging and other expenses incurred for such personnel during the time this     charge applies.

ITEM 360:       STOPOFFS

1.  Except as otherwise provided, shipments moving at Carrier's distance     commodity rates may be stopped in transit at not more than two points     enroute between original point of origin and final point of destination to     complete loading or to partially unload or both. Charges on such shipments     must be prepaid.

2.  Shipments stopped in transit to partially unload may be delivered to two or     more Consignees at two or more destinations or to two or more Consignees     within the corporate limits of any one city or town.

  3. Shipments loaded or unloaded, as the case may be, at two or more points    within the corporate limits of the same city or town shall be considered as    being stopped in transit for partial loading or unloading under the    provisions of this Item.

4. If Shipper wishes a shipment to be partially loaded at more than one place of    loading and/or partially, discharged at more than one place of unloading, and    if such places of loading are all included within the corporate limits of a    single municipality, or if such places of unloading are all included within    the corporate limits of a single municipality, a charge of $75.00 per stop    will be made for each pick-up and/or delivery, exclusive of the original     pick-up and the final delivery.

5. If Shipper wishes a shipment partially loaded at more than one place of    loading and/or partially discharged at more than one place of unloading, and    if such places of loading are not included within the corporate limits of a    single municipality, or if such places of unloading are not all included    within the corporate limits of a single municipality, the applicable rate    shall be based on the mileage from point of origin to final destination over





   the route of actual movement as per Shipper's instructions, computed in    accordance with Item 217 (Distances-Method of Computing). A charge of $60.00    will be made for each stop to unload, or to partially unload, exclusive of    the initial stop at origin and the final stop at destination.

6. On stops for partial loading and/or unloading, as described above, one hour    free time will be allowed at each loading or unloading point. Time consumed    waiting for orders will be considered part of loading and/or unloading time.    Total free time allowable under provisions of this paragraph shall be not    less than that applicable under the provisions of Item 525 (Detention of    Vehicles).

7. Shipments consigned as stop-off for partial loading and/or unloading must be    prepaid by Shipper. Prepayment will include responsibility by the Shipper for    line-haul freight, demurrage, storage, stop-off, pumping, and other charges    as provided herein, which may accrue at the origin, destination, stop-off    points, designated border crossing, or transfer point.

8. The first stop for partial unloading may not be made until all stops for    partial loading have been completed and no further loading may take place    after the first unloading stop.

ITEM 370: TENDER OF SHIPMENTS

Shipper shall make timely tender of a Shipment by placing an order for service  with Carrier at least:    (a) twelve (12) hours, or    (b) three (3) hours plus one (1) hour for each forty-five (45) miles between        Carrier's terminal from which the unit to transport the Shipment will be        dispatched and Consignor's facilities,

whichever is greater, prior to the requested loading time.

ITEM 375: TANK VEHICLES OR OTHER EQUIPMENT ORDERED BY THE SHIPPER FOR LOADING

Shipper, when placing order for equipment to be loaded, should furnish the  following information:

1. Type of tank vehicles required, if known, such as MC-300 through 305, MC-330,    MC-331, carbon steel, stainless steel, aluminum, stainless steel, insulated,    steam coiled, compartmented, rubber lined, or heater.

   If the type of equipment needed for loading the product is not known by the    Shipper, the Carrier shall be furnished a complete description of the product    to be loaded, such as, flash point, freezing point, weight per gallon,    pressure, if any, toxicity, corrosiveness and other information that would be    helpful in determining the type of equipment needed to safely transport the    product in compliance with the provisions of the Explosives and Dangerous    Articles Tariff described in Item 110 (Governing Publications).

2. Pumping equipment required.

3. Hose required--type and length.

4. Fittings, pipe and hose connections required--size and type.

5. A Material Safety Data Sheet for each commodity to be shipped.

ITEM 400: CLAIMS FOR CARGO LOSS OR DAMAGE           I. FILING OF CLAIMS

(a) Claims in writing required. A claim for loss, damage, injury, or delay to      cargo shall not be paid by Carrier unless filed with Carrier in writing, as      provided in subparagraph (b) below. (b) Minimum filing requirements. A claim must be filed with Carrier within     thirty (30) days from the date the shipment in question was delivered, and     (i) contain facts sufficient to identify the shipment (or shipments)     involved (ii) assert the grounds for Carrier's liability for alleged loss,     damage, injury, or delay, and (iii) request payment of a specified or     determinable amount of money. (c) Documents not constituting claims. Bad order reports, appraisal reports of     damage, notations of shortage or damage, or both, on freight bills, delivery     receipts, or other documents, or inspection reports issued by Carrier or     inspection agencies, whether the extent of loss or damage is indicated in     dollars and cents or otherwise, shall, standing alone, not be sufficient to     comply with the requirements of subparagraph (b) above. (d) Claims filed for uncertain amounts. Whenever a claim is presented against     Carrier for an uncertain amount, Carrier shall determine the conditions of     the shipment involved at the time of delivery by it, if it was delivered,     and shall ascertain as nearly as possible the extent, if any, of the loss or     damage for which it may be responsible. It shall not, however, pay a claim     under such circumstances unless and until a formal claim in writing for a     specified or determinable amount of money shall have been filed in     accordance with the provisions of subparagraph (b) above. (e) Other claims. If investigation of a claim reveals that one or more other     carriers have been presented with a similar claim arising out of or relating     to the same shipment, Carrier shall communicate with each such other     Carrier, and prior to any agreement entered into between or among them as to     the proper disposition of such claim or claims, shall notify all claimants     of the receipt of conflicting or overlapping claims and shall require     further substantiation, on the part of each claimant of its title to the     involved commodity or rights with respect to such claim.

          II.  ACKNOWLEDGMENT OF CLAIMS

(a) Carrier shall, upon receipt in writing of a claim meeting the requirements





    of subparagraph (b) of Section I of this Item, acknowledge receipt of such     claim in writing to the claimant within 30 days after the date of its     receipt, unless Carrier shall have paid or declined such claim in writing     within said period.

  (b) Carrier shall at the time each claim is received create a separate file and     assign thereto a unique claim file number and note that number on all     correspondence with respect to the claim.

          III. INVESTIGATION OF CLAIMS

(b) Prompt investigation required. Each claim filed against a Carrier in the     manner prescribed herein shall be promptly and thoroughly investigated if     investigation has not already been made prior to receipt of the claim. (b) Supporting documents. When deemed by Carrier to be a necessary part of an     investigation, a claimant shall furnish to Carrier the original freight     bill, evidence of the freight charges, if any, and either the original or a     photocopy of the invoices, or an extract made therefrom, certified by the     claimant to be true and correct with respect to the property and value     involved in the claim, or certification of prices or value, with trade or     other discounts, allowance, or deductions of any nature whatsoever and the     terms thereof, or depreciation reflected thereon. Provided, however, that     where the property involved in a claim has not been invoiced to the     Consignee shown on the freight bill or where an invoice does not show price     or value, or where the property involved has not been sold, or where the     property has been transferred at bookkeeping values only, the Carrier shall,     before paying a claim thereon, require the claimant to establish the     manufactured cost, the quantity shipped, transported or involved and to     certify the correctness thereof in writing.  (c) Verification of loss. No claim for loss of an entire package or an entire     shipment shall be paid by Carrier without a statement in writing from the     Consignee of the shipment involved certifying that the property for which     the claim is filed has not been delivered by or received from any other     source.

          IV.  DISPOSITION OF CLAIMS

(a) Carrier shall pay, decline, or make a firm compromise settlement offer in     writing to the claimant within 120 days after receipt of the claim by     Carrier. Provided, however, that, if the claim cannot be processed and     disposed of within 120 days after receipt thereof, Carrier shall at that     time and at the expiration of each succeeding 60 day period while the claim     remains pending, advise the claimant in writing of the status of the claim     and the reason for the delay in making final disposition thereof.

          V.   PROCESSING OF SALVAGE

(a) Whenever a shipment transported by Carrier is damaged or alleged to be     damaged and is, as a consequence, not delivered or is rejected or refused     upon tender to the owner, Consignee or the person entitled to receive such     shipment, Carrier, after giving due notice, whenever practical to do so, to     the owner and parties that may have an interest therein, and unless advised     to the contrary after giving such notice, shall undertake to sell or dispose     of such commodities directly or by the employment of a competent salvage     agent. Shipper, if requested to do so by Carrier, shall make a good faith     effort to assist Carrier in the disposal or salvage of any damaged,     contaminated or defective shipment. Carrier shall only dispose of the     property in a manner that will fairly and equally protect the best interests     of all persons having an interest therein. Carrier shall make an itemized     record sufficient to identify the commodities involved so as to be able to     correlate that to the shipment or transportation involved, and claim, if     any, filed thereon. Carrier also shall assign to each lot of such property a     successive lot number and note that lot number on its record and shipment of     claim, if any claim is filed thereon. (b) Upon receipt of a claim on a shipment on which salvage has been processed in     the manner herein before prescribed, Carrier shall record in its claim file     thereon the assigned, the amount of money recovered, if any, from the     disposition of such property and the date of transmittal of such money to     the person or persons lawfully entitled to receive the same.

ITEM 410: CLAIMS FOR OVERCHARGE, DUPLICATE PAYMENT OR OVERCOLLECTION           I.   DEFINITIONS

(a) Overcharge means an amount charged that exceeds the applicable rates and     charges for services. It also includes duplicate payments as defined in     paragraph (b) of this section and overcollections as defined in paragraph     (c) of this section when a dispute exists between the parties concerning     such charges. (b) Duplicate payment means two or more payments for the same service. Where     one or more payment is not in the exact amount of the applicable rates and     charges, refunds shall be made on the basis of the excess amount over the     applicable rates and charges. (c) Overcollection means the receipt by Carrier of a payment in excess of the      rates and charges applicable to the service in question. (d) Unidentified payment means a payment which Carrier has received for the     performance of services but which Carrier is unable to match with its open     accounts receivable or otherwise identify as being due. (e) Claimant means Shipper or any consignee, filing a request with Carrier for     the refund of an overcharge, duplicate payment, or overcollection.

          II.  FILING AND PROCESSING CLAIMS

(a) A claim for overcharge, duplicate payment, or overcollection shall not be     paid unless it is filed in writing with Carrier within nine (9) months from





    the date the shipment in question was delivered and unless all freight bills     which are pertinent to the claim have been paid in full. (b) A single claim may include more than one shipment, provided the claim on     each shipment involves the same issue under the Schedule or the Agreement     between Carrier and Shipper or the same circumstances.

          III. DOCUMENTATION OF CLAIMS

(a) Claims for overcharge, duplicate payment or overcollection shall be     accompanied by sufficient information to allow Carrier to conduct an     investigation and pay or decline the claim within the time limitations set     forth in Section VII of this Item. Claims shall include the name of the     claimant, its file number, if any, and the amount of the refund sought to be     recovered. (b) Claims for overcharge shall be accompanied by:     (1) The original freight bill.     (2) The rate, classification, or commodity description or weight claimed to          have been applicable and authority therefor.     (3) Evidence showing that any freight bill which is pertinent to the claim         has been paid in full.     (4) Other documents or data which claimant believes to substantiate its          claim. (c) Claims for duplicate payment and overcollection shall be accompanied by the     original freight bill(s) for which charges were paid and by freight bill     payment information. (d) Carrier may accept photocopies instead of original of documents required to     be submitted by this Item if the claimant agrees to indemnify and hold     Carrier harmless for subsequent duplicate claims which might be filed and     supported by the original documents.

          IV.  INVESTIGATION OF CLAIMS

(a) Upon receipt of a claim, whether written or otherwise, Carrier shall     promptly initiate an investigation and establish a file, as required by     Section V of this item. (b) If Carrier discovers an overcharge, duplicate payment, or overcollection     which has not been the subject of a claim, it shall promptly initiate an     investigation and comply with the provisions of Section VIII of this item. (c) If in processing the claim, Carrier requires information or documents in     addition to that submitted with the claim, Carrier shall promptly notify the     claimant and request the information required.

          V.   CLAIM RECORDS

At the time a claim is received, Carrier shall create a separate file and assign it a unique claim file number and note that number on all correspondence with  respect to the claim, including the written acknowledgement of receipt required  under Section VI of this item.

            VI.    ACKNOWLEDGEMENT OF CLAIMS

Upon receipt of a written claim, Carrier shall acknowledge its receipt in  writing to the claimant within 30 days after the date of receipt unless Carrier  shall have paid or declined in writing within that period.

          VII.   DISPOSITION OF CLAIMS

Carrier shall pay, decline to pay, or settle each written claim within 60 days  after its receipt by that Carrier, except where the claimant and Carrier agree  in writing to a specific extension based upon extenuating circumstances. If the  Carrier declines to pay a claim or makes settlement in an amount different from  that sought, the Carrier shall notify the claimant, in writing, of the reason(s) for its action.

          VIII.  DISPOSITION OF UNIDENTIFIED PAYMENTS, OVERCHARGES, DUPLICATE           PAYMENTS AND OVERCOLLECTIONS NOT SUPPORTED BY CLAIMS

If Carrier does not have sufficient information with which properly to apply an  unidentified payment, Carrier shall notify the payor of the unidentified payment within 60 days of receipt of the payment and request information which will  enable it to identify the payment. If Carrier does not receive the information  request within 90 days from the date of the notice, Carrier may treat the  unidentified payment as a payment in fact of freight charges owing it, subject  to the regular claims procedure of this Item.

ITEM 500: ALLOWANCE FOR USE OF SHIPPER'S TRAILER

1. When Shipper furnishes its own trailer for transportation service by Carrier,    an allowance of three cents (3 cents) per running mile will be made for the    miles such vehicle is operated by Carrier. Running miles shall be computed as    twice the rate-making miles for each shipment.

2. The freight bill shall show the type of vehicle furnished, and the allowance     for the use thereof will be shown on the invoice covering such shipment.

ITEM 510: SETTING OUT TRAILERS AND TRACTORS USED FOR SPOTTING

1. When for Shipper's convenience a trailer is set out at the facilities of the    Consignor or Consignee or any other site designated, a charge of $10.00 per    hour or fraction thereof will apply, subject to a maximum charge of $100.00    per trailer in any consecutive twenty-four (24) hour period. Time will run    from when the trailer has arrived and is available to Consignor or Consignee    until Carrier is notified that the trailer is ready to be picked up.





2. When Carrier is requested by Shipper to deadhead tractors and/or trailers    between Carrier's terminal and a place designated by the Consignor or    Consignee, a charge of one hundred twenty-five cents (125 cents) per mile    will apply for each mile traveled. Mileage will be computed in accordance    with the provisions of Item 217 (Distances-Method of Computing) from the    closest terminal where suitable equipment is domiciled for the service    requested, subject to a minimum charge of $100.00 per vehicle or unit.

3. When, at the request of Consignor or Consignee, a tractor is used for    spotting or similar services, at a place designated by the Consignor or    Consignee, a charge of $35.00 per hour, will be assessed, subject to a    minimum charge of $140.00 per tractor.

ITEM 520: WAITING AT PORT OF ENTRY

A charge of $15.00 for each half hour or fraction thereof per vehicle will apply for all waiting time of Carrier at a port of entry when trailer is to be taken  from the port of entry to a loading or unloading point in Canada or Mexico,  loaded or unloaded and returned to Carrier at the port of entry.

The time for which charges are applied pursuant to this Item shall not be  subject to Item 525 (Detention of Vehicles), or Item 560 (Overnight Layovers).

ITEM 525: DETENTION OF VEHICLES

1. Except as otherwise provided in this Item, two (2) hours will be allowed for    loading and three (3) hours will be allowed for unloading. A charge of $12.50    per half hour or fractional part thereof shall apply for all time consumed in    excess of free time allowed for loading when due to delays caused by Shipper    or Consignor and beyond Carrier's control. A charge of $50.00 per hour or    fractional part thereof shall apply for all time consumed in excess of free    time allowed for unloading when due to delays caused by Shipper or Consignee    and beyond Carrier's control.

2. Shipments moving in MC-330 or MC-331 trailers will be allowed one and one-    half (1.5) hours for loading and unloading. A charge of $12.50 per half hour    or fractional part thereof shall apply for all time consumed in excess of    free time allowed when due to delay caused by Consignor or Consignee and    beyond Carrier's control.

3. Loading or unloading time shall be deemed to run from the time the unit    arrives on the premises of a plant until all connections have been removed,    necessary shipping papers have been executed and the unit is released from    further assignment at that location. The exception to this computation of    time shall be when, by mutual agreement of Carrier, Consignor and Consignee,    an arrival period is accepted and not met by the Carrier. In this case, this    time shall begin at the earliest hour of the agreed arrival period if the    Carrier is early or at the time of actual hookup and beginning of unloading    if the Carrier arrives later than the agreed arrival period.

4. (a) Shipments requiring stops for partial loading will be allowed one and     one-half (1.5) hours free time at each loading, including the initial     loading.    (b) Shipments requiring stops for partial unloading will be allowed one and     one-half (1.5) hours free time at each unloading, including final delivery.

5. Charges under this Item will not accrue when the provisions of Item 560     (Overnight Layovers) are applicable.

ITEM 530: EXPEDITED SERVICE

Shipments of less than nine hundred (900) miles shall be transported by Carrier  in single-driver service; if Shipper requests expedited service on such  shipments using a two (2)-driver team, a charge of $120.00 shall apply.

ITEM 535: C.O.D. SHIPMENTS

C.O.D. shipments must be freight prepaid and will be accepted under the  following conditions:

1. Shipping orders must be plainly endorsed C.O.D. Shipment, with the amount     to be collected clearly stated.

2. Uncertified checks payable to Shipper will be accepted in payment of a C.O.D.    shipment unless written instructions are issued to Carrier by the Shipper at     the time of shipment requiring some other means of payment.

3. The charges to Shipper for collection and forwarding of Consignee's payment    for a C.O.D. shipment shall be $20.00 per shipment for C.O.D. amounts of    $1,000.00 or less and an additional $2.00 per $100.00 or fraction thereof for    C.O.D. amounts greater than $1,000.00.

4. Carrier shall immediately upon collection of a C.O.D. payment and in no event    later than ten days after delivery to Consignee, unless otherwise instructed    by the Shipper, forwarding by mail to the Shipper all payments collected by    it.

5. Time consumed waiting for orders and collecting from Consignee under this    item will be considered part of the unloading time, and detention charges    will be assessed as provided in Item 525 (Detention of Vehicles).

  ITEM 540: HOSE--CHARGES FOR FURNISHING

1. When hose of a type other than stainless steel, viton, LPG, Chem-Solv, or





   teflon hose is requested for use in loading or unloading shipments, the    Carrier will furnish without charge for each such shipment, hose not to    exceed 30 feet in length. When such hose in excess of 30 feet in length is    requested by either Shipper or Consignee for loading or unloading a    shipment, a charge for such additional hose will be made as follows:

                     FEET                  CHARGE                    --------              ----------                     0 -- 15                $ 7.50                    15 -- 30                 20.00                    30 -- 45                 45.00                    45 -- 60                 80.00                    over  60                  1.50 per foot

2. When Shipper or Consignee requests stainless steel, viton, LPG, Chem-Solv, or teflon hose to load or unload a shipment a charge for such hose furnished will  be made as follows:

                     FEET                  CHARGE                    --------              ----------                     0 -- 15               $ 20.00                    15 -- 30                 50.00                    30 -- 45                 90.00                    45 -- 60                140.00                    over  60                  2.75 per foot

3. If it is necessary to send a service truck to transport additional hose for    the loading or unloading of a shipment, a service truck charge of $20.00 per    hour or fractional part thereof will apply from the time the equipment leaves    Carrier's terminal until it returns. This charge will be in addition to all    other charges and will include service of the driver, if needed, in    stringing, connecting and disconnecting at the trailer and picking up the    hose. If extra hose is requested by either the Shipper or Consignee at time    order is placed for Carrier's equipment to load, Carrier will make every    reasonable effort to transport such extra hose on equipment ordered for    loading.

ITEM 550: LOADING AND/OR UNLOADING SERVICE

Subject to the following provisions, and except as otherwise provided, Carrier's rates do not include the cost of loading or unloading from the transporting  vehicle when the equipment used to load or unload is furnished by the Carrier.

1. Unloading into bulk storage facilities.    (a) For liquid bulk commodities, when loading or unloading service is        performed by the Carrier's own equipment, a charge of five cents (5        cents) per 100 pounds when freight charges are in cents per 100 pounds or        $.004 per gallon when freight charges are in cents per gallon, subject to        a minimum charge of $24.00 per load, will be made for loading and/or        stops to partially load and the same charges will be made for unloading        and/or stops to partially unload.    (b) For dry bulk commodities, when loading or unloading service is performed        by the Carrier's own equipment, a charge of seven cents (7 cents) per 100        pounds, subject to a minimum charge or $35.00 per load will be made for        loading and/or stops to partially load and the same charges will be made        for unloading and/or stops to partially unload.

2. Unloading into barrels or drums.    (a) When, at the request of either Shipper or Consignee, Carrier unloads        liquid commodities from Carrier's vehicle into containers of less than        100 gallons:                    Barreling charges shall be twelve cents (12 cents) per 100                    pounds when freight charges are assessed on a per-100 pound                    basis.

                   Barreling charges shall be $.009 per gallon when freight                     charges are assessed on a per-gallon basis.

   (b) A minimum charge of $47.00 per load shall apply.    (c) Carrier will not barrel or drum by pressure any Class B poisons or        corrosive liquids which require the use of MC-304, 307, 310, 311 or 312        trailers.

3. Inlets and outlets of vehicles shall be sealed by the Shipper.

4. Consignee or its agent shall designate the line to which the unloading hose     shall be coupled, and the coupling and uncoupling shall be done by Consignee.

5. In the loading or unloading of commodities, operation of the vehicle will be    performed by Carrier. Equipment of storage facilities shall be operated by    the Consignor or Consignee or its agent.

6. When at the request of Shipper or Consignee, Carrier furnishes a Stainless     Steel Pump, a charge of $50.00 shall apply.

ITEM 560: OVERNIGHT LAYOVERS

1. When Consignor or Consignee cannot complete loading or unloading, thereby    causing Carrier's unit and drivers to remain at loading point, final    destination, stop-off point, or vicinity thereof until the resumption of    Consignor's or Consignee's Normal Business Hours to complete loading or    unloading, the following charges shall apply:

                   $160.00 for a single-driver operation or $240.00 for                     two-driver sleeper team operation over a weekday night.





                   $650.00 for a single-driver operation and $1,050.00 for                     two-driver team operation over a weekend or holiday.

2. The charges provided in this Item shall be applicable when, in compliance    with Shipper's or Consignee's instructions, Carrier's vehicle arrives at    loading or unloading, stop-off point and/or final destination at other than    Normal Business Hours and a layover is required to commence or complete    loading and/or unloading.

3. Time consumed while a vehicle is actively engaged in loading or unloading    will be considered as loading or unloading time, and detention charges    therefor will be assessed as provided in Item 525 (Detention of Vehicles).

  ITEM 570: HEATING IN TRANSIT

When equipment with a heater unit is required or is requested by Shipper or  Consignee to apply heat to the commodity in transit, Carrier will furnish such  heater service if the equipment is available. Charges will be assessed as  follows:

               DISTANCE OF ONE-WAY           HEATING SERVICE CHARGE                  (Loaded Miles)                  (Per Shipment)                -------------------           ----------------------                      0 --  500                       $18.00                    501 -- 1000                        35.00                   1001 -- 1500                        53.00                   1501 and over                       71.00

ITEM 575: STEAM HEATING

When Shipper or Consignee requires or requests steam heating to accomplish  loading or unloading of commodities at temperatures requested by Shipper or  Consignee, such steam heating will be furnished by the Shipper or Consignee. A  charge of $12.50 for each 30 minutes or fraction thereof will apply for the time required to heat the commodity, including travel time between the loading or  unloading plant and the steam heating facilities if outside the plant area. Time required for steam heating the commodity to accomplish unloading will not be considered detention of equipment for the purpose of assessing charges under Item 525 (Detention of Vehicles).

ITEM 580: STANDBY EQUIPMENT -- EXCLUSIVE USE

1. When, at the request of the Shipper, a trailer is assigned to its exclusive    use for a period of not less than 90 days, the following charges, per    vehicle, per day, shall apply for every day or portion thereof that the    vehicle is not used in revenue producing service:

             TYPE OF EQUIPMENT                       DAILY CHARGE VEHICLE      --------------------------------------          --------------------      Plain Aluminum Tank Trailer, Single or         Multi - Compartment                           $ 60.00      Plain Stainless Steel Tank Trailer                60.00      Insulated Stainless Steel Tank Trailer           100.00      MC-330 or MC-331        Less than 250 lbs.                              75.00        250 lbs. or greater                            100.00

2. When Shipper orders exclusive use of a vehicle, it may at its own expense    place thereon a removable sign or banner for the purpose of advertising. Such    sign or banner is to be placed on the vehicle in such a manner that it will    not obstruct or obliterate any information on the vehicle required by law.    Upon termination of the exclusive use agreement, the cost of removing sign or    banner shall be at the expense of the Shipper.

3. A request for exclusive use in standby service shall be confirmed, in     writing, to the Carrier, giving the date that such services shall commence.

4. A day shall be defined as a twenty-four hour period commencing at 12:01 a.m.     local time at the place the equipment is to be delivered.

5. For the provisions of this Item to apply on Saturdays or Sundays, the party    requesting this service must be notified that an estimated time of arrival    falls on a Saturday or a Sunday.

ITEM 590: VEHICLE FURNISHED BUT NOT USED

1. When a vehicle or unit is ordered by a Shipper or Consignee after the vehicle    or unit has been dispatched from Carrier's terminal, a charge of one hundred    twenty-five cents (125 cents) per mile traveled, subject to a minimum charge    of $125.00, will be made for the empty miles traveled in connection with the    order which was cancelled.

2. Time consumed waiting for orders under this Item will be considered part of    the loading and/or unloading time, as the case may be, and detention charges    will be assessed as provided in Item 525 (Detention of Vehicles), except that    no free time will be allowed.

3. If loading has commenced prior to cancellation of the order and recleaning of    a vehicle is required in order to return the vehicle to the condition it was    in when presented for loading, a charge of $125.00 will be assessed.

4. When a vehicle ordered is cancelled, but such vehicle is used by the same    Shipper or Consignee for the shipment of the same commodity to a different    destination or is used in shipment of a different commodity to the same





   destination, the provisions of this Item shall not apply.
[A]: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?


[Q]: Exhibit 10.09

***** CONFIDENTIAL TREATMENT REQUESTED

Agreement Number 12965

WIRELESS CONTENT LICENSE AGREEMENT

This License Agreement (this Agreement) is entered into effective as of December 16, 2004, (the Effective Date) by and between TWENTIETH CENTURY FOX LICENSING & MERCHANDISING, a division of Fox Entertainment Group, Inc. (Fox), as Administrator for Twentieth Century Fox Film Corporation (Trademark Licensor), and Sorrent, Inc. (Licensee). Fox and Licensee are collectively referred to as the parties and each individually as a party.

RECITALS:

WHEREAS, Trademark Licensor owns the rights to develop, manufacture, publish, and distribute entertainment applications based on the story, plot, theme, distinctive creative elements and name/logo (collectively, the PSM) appearing in the theatrical motion pictures set forth on Exhibit A attached hereto (individually, the Property and collectively, the Properties, and further designated as Major Release(s) and Targeted Release(s)); and

WHEREAS, Fox is the administrator of such rights for Trademark Licensor; and

WHEREAS, Licensee is engaged in the business of, among other things, developing and producing interactive entertainment applications for wireless communication devices, such as mobile telephones; and

WHEREAS, Licensee desires to obtain a license from Fox to develop a variety of wireless products utilizing elements of the PSM and to be operated on mobile/cellular telephones; and further to publish, license, promote, distribute and sell such wireless products to end users through communications service provider(s) and portals providing wireless products (CSP(s)) on the terms and conditions set forth herein; and

WHEREAS, Fox and Vodafone Group Services Limited (VGSL) have entered into a wireless content distribution agreement (VGSL Agreement) whereby Fox is to be the content provider for VGSL wireless products relating to various Properties, and Fox desires a license to distribute Wireless Products to VGSL pursuant to the VGSL Agreement.

AGREEMENT

NOW, THEREFORE, the parties do hereby agree as follows:

1. GRANT OF RIGHTS:

(a) Wireless Products and Wireless Platform: Fox grants to Licensee a limited, exclusive (except as otherwise may be provided in this Agreement), non-transferable (except as permitted in Paragraph 17(d)) right and license to use, make, have made (as set forth in Paragraph 1(a)(i) below), reproduce, modify, and create derivative works of

Wireless Content License Agreement Multiple Properties / Sorrent, Inc. / Final PLZ



*****  The omitted portions of this exhibit have been filed with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the Securities Act of 1933.

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the PSM in each Property, solely for the purpose of developing the wireless applications specifically set forth for each of the Properties on Exhibits B through M attached hereto (Wireless Products), some of which Wireless Products are defined in the Glossary attached hereto as Exhibit N. To the extent not specified in this Agreement the parties will agree upon the specific Wireless Products to be developed for each Property in accordance with the procedure set forth in Paragraph 2. Notwithstanding the foregoing, Licensee acknowledges that it shall be obligated to develop all Wireless Products set forth on Exhibits B, C, D, and G, and any other Wireless Products for other Properties that the parties mutually agree in writing will be added to the VGSL Agreement for distribution by VGSL (the VGSL Products). The Wireless Products shall utilize elements of the PSM and shall be operated on mobile or cellular telephones. Furthermore, Fox grants to Licensee a limited, exclusive (except as may otherwise be provided in this Agreement), non-transferable (except as permitted in Paragraph 17(d)) right and license to make, have made, reproduce, modify, create derivative works of, advertise, promote, distribute, sell and license the Wireless Products, including any PSM included therein, solely (i) for use on mobile or cellular telephones (the Wireless Platform); (ii) in the Territory (as defined in Paragraph 3), (iii) during the Term (as defined in Paragraph 4), (iv) for distribution by Licensee through the Distribution Channels (as defined in Paragraph 2(c)) granted herein; and (v) by means of periodic subscription fee, a per-download basis, or through a retail purchase. Nothing contained herein shall be construed as granting Licensee the right to develop and/or distribute video clips and/or trailers for the Properties, except where Fox expressly agrees to development and/or distribution of such video clips and/or trailers.

(i) Sublicense: Licensee shall be permitted to sublicense the rights and licenses granted herein to third party contractors of Licensee, solely for purposes of development and distribution of the Wireless Products on behalf of Licensee in accordance with this Agreement; provided that such third party contractors have entered into binding written agreements with Licensee that are no less protective of Fox's intellectual property rights than are the terms and conditions of this Agreement, and provided further that Licensee will not subcontract development of any video games hereunder without Fox's prior written approval of the third party game development contractor. Notwithstanding the foregoing, Licensee shall remain the primary contact under this Agreement and shall remain liable for all obligations performed by a sublicensee.

(ii) Substitution of Properties and Addition of Properties: Fox reserves the right to remove any Property listed on Exhibit A in the event that Fox determines not to theatrically release such Property or is found to be legally prohibited from engaging in the development and sale of Wireless Products in connection with such Property, and shall replace the removed Property with a like Property, which designation shall be subject to the mutual agreement of Fox and Licensee. Any further additions to Exhibit A shall also be subject to the mutual agreement of Fox and Licensee, provided however Fox shall reasonably determine if the Property constitutes a Major Release or a Targeted Release consistent with its past practices. In no event will the number of Major Releases and Targeted Releases included as Properties licensed to Licensee under this Agreement be less than four (4) and eight (8) respectively.

Wireless Content License Agreement Multiple Properties / Sorrent, Inc. / Final PLZ

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(iii) Addition of Wireless Products: The parties may amend this Agreement to include additional Wireless Products for the Properties set forth on Exhibit A, subject to their mutual agreement in writing, provided that if they are unable to agree upon such additions within five (5) business days of a request from Fox, Fox will have the right to develop or have developed the requested Wireless Products for the relevant Property notwithstanding the exclusivity granted to Licensee in this Agreement.

(b) Bundling: Neither party will solicit or enter into any agreement with any third party regarding the bundling of the Wireless Products with any other property (including a Fox property) or with any other products and services including preloading, OEM and soft bundling, except as mutually agreed between the parties. The parties will mutually agree upon the terms of each bundling transaction, the nature of the bundle, the timing, and any new or different royalties for such bundling on a case-by-case basis.

(c) Third-Party Promotions: Neither party may solicit or enter into any agreement with any third party regarding third-party promotional opportunities with respect to the Wireless Products without the other party's prior written consent; provided that the foregoing will not limit Licensee's rights to market and promote the Wireless Products directly and through (i) CSPs, subject to any Fox approval rights set forth elsewhere in this Agreement, or (ii) Fox's right to engage in third party promotions for the Properties involving wireless content otherwise sourced or created.

(d) Excluded Products: For the avoidance of any doubt, the rights granted in Paragraph 1(a) and (b) shall be specifically limited to the Wireless Products for the Wireless Platform and shall not extend to any other device, platform, operating system or distribution method, whether wired or wireless, pursuant to which interactive entertainment software may be delivered to or accessed by end-users, including, but not limited to, the following: (i) traditional entertainment software console platforms, such as Sony PlayStation and PlayStation 2, Microsoft Xbox, and Nintendo GameCube and successor platforms; (ii) desktop or laptop computer systems, such as PC Windows, Macintosh, (iii) hand-held electronic dedicated gaming devices (e.g., Nintendo's GameBoy Color and GameBoy Advance handheld devices, Sony's PSX handheld device, and Tiger Electronic hand- held devices); (iv) pay-per-play arcade systems and other forms of location-based entertainment; (v) interactive toys; (vi) television, whether via cable, satellite, set-top boxes or other on-demand service; (vii) massively multiplayer games; (viii) internet gaming and (ix) any other technology now known or hereafter devised. Except as otherwise specifically stated herein with respect to the Wireless Products, Licensee shall have no right to develop, manufacture, reproduce, distribute, sell or exploit any other products based on the PSM or the Property.

(e) Fox's Reservation of Rights: Fox expressly reserves and retains any and all rights that are expressly excluded from or not specifically granted to Licensee pursuant to this Agreement, including but not limited to the following:

(i) Development/Exploitation/Distribution: the right to develop, publish, and/or distribute (or grant a third party the right to develop, publish, and/or distribute) other wireless products or wireless content of any nature which may be derived from the Properties (and further, to exploit same) which are similar or in direct

Wireless Content License Agreement Multiple Properties /Sorrent, Inc. / Final PLZ

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competition with the Wireless Products at any time in Japan including during the Term and within Japan, provided that Fox will not grant to any other party any such rights to develop, publish, and/or distribute Wireless Products for the Wireless Platform to end users outside of Japan (with the exception of those distribution rights for Wireless Products granted to VGSL under the VGSL Agreement in accordance with Paragraph 1(f) of this Agreement), or provide to any Licensee Competitor (as defined in Exhibit Q) any Licensee Materials or otherwise grant any rights to any Licensee Competitor to develop, publish, and/or distribute Wireless Products, or other wireless products or content based on the Properties. Fox has not granted and will not grant any exclusive distribution rights with respect to the Wireless Products to VGSL or any other party; and

(ii) Use of Fox's Logo or Other Intellectual Property Rights: the right to use the Fox logo or trademark, or any other trademark(s), logo(s) or copyrights owned by Fox other than those specifically set forth herein in the manner set forth; and

(iii) Video Clips and Trailers: except as may otherwise be provided in this Agreement, the right to develop and/or distribute (or grant a third party the right to develop and distribute) video clips and/or trailers for the Properties. At any time during the Term, Fox may distribute directly (or grant a third party the right to distribute) video clips and/or trailers to CSPs in connection with the Properties; and

(iv) SMS/Text Messaging: the right to develop, market and distribute (or grant a third party the right to develop, market and distribute) SMS or text messaging in connection with the Properties; and

(v) Promotional Content: the right to develop and/or distribute (or grant a third party the right to develop and/or distribute) free promotional and/or give-away content in connection with the Properties, provided that Fox will use all reasonable efforts to make mention of the Wireless Products developed by Licensee, or cause the third party to do the same, in the context of the promotion and/or give-away.

(f) Licensee's Grant of Rights. Subject to Fox's compliance with the terms and conditions of this Agreement, including its payment obligations in accordance with Section 7, Licensee hereby grants to Fox a limited, non-exclusive, non-transferable (except as permitted in Section 17(d)), right to distribute Licensee Materials (as defined in Paragraph 11 (c)) to VGSL and T-Mobile, solely as incorporated into Wireless Products, and to authorize VGSL and T-Mobile to distribute such Wireless Products to end users outside of the United States. Fox's rights in the Licensee Materials will be limited to those expressly granted in this Paragraph 1(f). Licensee reserves all rights and licenses in and to the Licensee Materials not expressly granted to Fox in this Section 1(f). Any other marketing, distribution, or sale of the Wireless Products and/or Licensee Materials by Fox will be subject to Licensee's prior written consent, in Licensee's reasonable discretion.

2. DEVELOPMENT AND DISTRIBUTION OF THE WIRELESS PRODUCTS:

(a) Development: Subject to Fox's delivery of the PSM Materials (as defined in Paragraph 2(a)(i) below), Licensee shall be obligated to create, develop, and publish the Wireless Products, pursuant to the terms and conditions of this Agreement. Subject to

Wireless Content License Agreement Multiple Properties / Sorrent, Inc. / Final PLZ

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Fox's approval rights, Licensee shall assume full responsibility for the creation, development and production of the Wireless Products, which shall include, without limitation, (A) designing the creative and technical specifications for the Wireless Products, (B) creating all computer code for the Wireless Products, (C) creating all visual assets for the Wireless Products, (D) acquiring and/or licensing any and all other technology, software and hardware needed for purposes of creating and distributing the Wireless Products, (E) ensuring compatibility of technology with the CSPs to which Licensee grants distribution rights, which shall include without limitation VGSL and T-Mobile, (the Licensed CSPs), and (F) conducting quality assurance testing of the Wireless Products. For the avoidance of doubt, Licensee acknowledges and agrees that Fox will have no development obligations whatsoever with respect to the Wireless Products, and further that Fox's sole role with respect to such development will be limited to delivering the PSM Materials, supervising Licensee's obligations with respect to same, granting or denying approvals as set forth hereunder, providing photos, style guides and other materials to Licensee where necessary, and collaborating with Licensee on the creative direction with respect to the Wireless Products.

(i) Delivery of PSM Materials. For each of the Properties identified in or added by mutual agreement to Exhibit A, Fox will provide to Licensee no later than ***** prior to the release of any games to be developed in connection with each Property and no later than ***** prior to the release of any other wireless applications to be developed in connection with each Property, some or all of the following items, to the extent available, on a Property-by-Property basis and only in electronic format where available: style guides, one-sheets (art used for movie poster), digital images, audio clips, storyboards, video tapes of trailers as they are produced, hard-copy scripts, publicity photos, and non-trailer video which shall only be available for viewing on the Fox lot premises (collectively, the PSM Materials). For the avoidance of doubt, Licensee will not be provided electronic copies of any scripts. Fox will update the PSM Materials provided to Licensee as new or different materials become available.

(ii) VGSL Development: Licensee expressly acknowledges and agrees that Fox has entered into the VGSL Agreement with VGSL for the development of certain Wireless Products set forth on Exhibits B, C, D and G, in connection with the following Properties: Robots; Untitled Ridley Scott Film; Ice Age 2; and Mr & Mrs. Smith. Licensee shall be obligated to develop such Wireless Products, and distribute them as set forth in Paragraph 2(c)(ii) below, on behalf of Fox.

(iii) Development for Japan: Upon Fox's notice to Licensee, Licensee shall immediately cease all development, publication and distribution of the Wireless Products in Japan.

(iv) Music and Sound Effects: If Licensee seeks to use music or sound effects from any of the Properties in connection with the development of the Wireless Products, such use shall be subject to the advance written approval of Fox, and, if applicable, Fox Music, Inc., c/o the Vice President, General Manager, Fox Music Publishing (Fox Music). Subject to Fox and Fox Music's approval, Licensee shall be solely responsible for any and all third party payments that may arise out of the

Wireless Content License Agreement Multiple Properties / Sorrent, Inc. / Final PLZ



*****  The omitted portions of this exhibit have been filed with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the Securities Act of 1933.

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approved use of the music from the Property in connection with the Wireless Products, including without limitation any royalties, mechanical fees, residuals, publishing fees, license fees, reuse fees or other guild-related payments. In such event, Licensee shall pay directly to Fox Music a separate Royalty, at a rate subject to good faith negotiation between Licensee and Fox Music, on sales of the Wireless Products incorporating such music. Further, Licensee shall obtain the prior written approval of Fox Music concerning the final music arrangement to be so utilized and provide Fox Music with two samples of the final, approved Wireless Products prior to the sale or distribution thereof.

(A) No License for Music Realtones or Trutones: For the avoidance of doubt, nothing herein shall be construed as granting Licensee the right to develop and/or distribute any Wireless Products containing music Realtones or Trutones (each as defined in Exhibit N).

(b) Release:

(i) The Wireless Products: Subject to the timely delivery of the PSM Materials to Licensee by Fox, Licensee shall deliver the Wireless Products to VGSL a minimum of ***** before the initial theatrical release of each Property in each of the VGSL Territories as defined in Paragraph 2(c)(ii) (A) below, and to the other Licensed CSPs within such time frames mandated by such Licensed CSPs so as to enable the release of the Wireless Products ***** prior to the initial theatrical release of each Property in each of the Territories as defined in Paragraph 3 below (the Wireless Products Latest Commencement Date). If Licensee fails to make the Wireless Products commercially available to the CSPs by the Wireless Products Latest Commencement Date, and such failure is not due solely to any delay by Fox in delivery of the PSM Materials, Fox shall have the right to terminate this Agreement immediately upon notice to Licensee and all rights to utilize the PSM shall automatically revert to Fox; provided that, subject to Paragraph 9(b)(ii) below, Fox will not exercise the right to terminate with respect to any delayed delivery of Wireless Products for films that have their initial theatrical release prior to June 30, 2005; and provided further that nothing in this Paragraph 2(b)(i) will limit Fox's indemnification under Paragraph 14 or any other rights and remedies Fox may have under this Agreement. Licensee shall use all commercially reasonable efforts to cause the Licensed CSPs to make available to end users the Wireless Products for each of the Major Releases and Targeted Releases no later than ***** prior to the initial theatrical release of each of the Major Releases and Targeted Releases.

(c) Distribution:

(i) CSP Distribution: Licensee shall distribute the Wireless Products to end users through the Licensed CSPs and each Licensed CSP's respective Internet portals and distribution systems (Distribution Channel).

(A) Minimum Subscriber Market Penetration: Licensee shall use all commercially reasonable efforts to secure distribution of the Wireless Products through CSPs and to ensure that the Wireless Products are

Wireless Content License Agreement Multiple Properties / Sorrent, Inc. / Final PLZ



*****  The omitted portions of this exhibit have been filed with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the Securities Act of 1933.

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available on substantially all medium and high volume handsets of all Licensed CSPs, which for the purposes of this obligation shall include VGSL.

(1) Major Releases: Licensee furthermore shall use all commercially reasonable efforts to achieve the following market penetration targets in Europe for the Major Releases (Market Penetration Targets): (1) distribution of the Wireless Products for the Major Releases through CSP's that hold at least ***** (*****%) of the subscribers in Western Europe during the ***** of this Agreement; and (2) distribution of the Wireless Products for the Major Releases through CSP's that hold at least ***** percent (*****%) of the subscribers in Western Europe during the ***** of this Agreement. If Licensee fails to reach the Market Penetration Targets Fox shall in its sole discretion have the right to terminate Licensee's exclusivity under this Agreement. In the event of termination of Licensee's exclusivity for Licensee's failure to achieve the Market Penetration Targets, Fox shall not distribute the Wireless Products which have been developed by Licensee prior to such termination, without first obtaining a license from Licensee on terms to be mutually agreed in each party's reasonable discretion, for the exploitation of the Licensee Materials.

(2) Targeted Releases: Fox acknowledges that Licensee may not be able to secure placement of all Targeted Releases at the levels set forth for the Market Penetration Targets defined in the previous sub-Paragraph. Notwithstanding the foregoing, Licensee shall use all commercially reasonable efforts to secure the widest possible distribution of the Wireless Products derived from the Targeted Releases in Europe.

(ii) VGSL and T-Mobile Distribution: For the Territories (as defined in Paragraph 3 below) set forth in Paragraph 2(c)(ii)(A) below, Licensee expressly acknowledges and agrees that Fox has entered into the VGSL Agreement with VGSL for the development of certain Wireless Products as set forth in Paragraph 2(a)(ii) above, and for the distribution of such Wireless Products. Fox has also entered into a separate agreement with T-Mobile to permit T-Mobile to distribute certain Wireless Products to end users outside of the United States the T-Mobile Agreement). Licensee hereby grants all licenses to Fox to enable Fox to provide Wireless Products to VGSL and T-Mobile for distribution to VGSL and T-Mobile subscribers outside of the United States in accordance with the terms of this Agreement, and shall further deliver such Wireless Products to VGSL and T-Mobile on behalf of Fox. Licensee further acknowledges and agrees that pursuant to the VGSL Agreement and the T-Mobile Agreement, VGSL and T-Mobile will remit directly to Fox all receipts generated from sales of the Wireless Products to VGSL and T-Mobile subscribers. Fox will pass through all such receipts received from VGSL and T-Mobile to Licensee and such receipts shall be treated as Gross Receipts, as defined in Paragraph 7(a)(ii) below, for the purpose of this Agreement. Licensee shall not enter into an exclusive distribution agreement with

Wireless Content License Agreement Multiple Properties / Sorrent, Inc. / Final PLZ



*****  The omitted portions of this exhibit have been filed with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the Securities Act of 1933.

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a CSP in any of the VGSL Territories listed in Paragraph 2(c)(ii)(A) below, and Fox has not granted and will not grant any exclusive distribution rights to VGSL or T-Mobile. Fox and Licensee will cooperate together in good faith, on a schedule to be mutually agreed, to jointly manage the VGSL and T-Mobile relationships with respect to the Wireless Products, subject to willingness on the parts of VGSL and T-Mobile to so cooperate. Notwithstanding the foregoing, any conversations undertaken between Fox and VGSL and/or T-Mobile without Licensee's participation shall not be a breach of this provision.

(A) Non-Exclusive CSP Distribution in VGSL Territories: Under no circumstances shall Licensee enter into an exclusive distribution agreement with a CSP other than VGSL in the following territories (VGSL Territories) covered under the VGSL Agreement: (1) United Kingdom; (2) Ireland; (3) Germany; (4) Spain; (5) France; (6) Sweden; (7) Switzerland; (8) Portugal; (9) Netherlands; (10) Greece; (11) Italy; (12) Australia; (13) New Zealand; (14) Egypt; (15) Slovenia; (16) Belgium; (17) Austria; (18) Hungary; (19) Malta; (20) Croatia; (21) South Africa; and (22) Japan.

(iii) Japan Distribution: Upon Fox's notice to Licensee, Licensee shall cease immediately some or all distribution of the Wireless Products in Japan. In the event Fox provides such termination notice to Licensee, Licensee hereby grants Fox a license to the Licensee Materials in order for Fox to distribute the Wireless Products that Licensee has developed for distribution in Japan prior to such termination, either directly or through a third-party. In consideration of such license, Fox shall pay Licensee a royalty as set forth in Paragraph 7(b)(i) below.

(iv) Unless otherwise mutually agreed between Fox and Licensee, Licensee will require each Licensed CSP to distribute Wireless Products to end users only for the payment of a fee; provided that Licensee may permit limited distribution (i.e. one Wireless Product per Property in each category of Wireless Products and including only one game level for each game) of Wireless Products without a fee for promotional or marketing purposes. The fees will typically appear on the end user's Wireless Platform bill and be remitted by the end user to the CSP pursuant to an agreement between the end user and the CSP. The CSP will in turn remit fees to Licensee (less any Deductions as that term is defined in Paragraph 7(a)(ii) below) pursuant to an agreement between Licensee and the CSP. Licensee will then remit royalties to Fox in accordance with Paragraph 7, below.

3. TERRITORY: Licensee shall use commercially reasonable efforts to exploit the rights granted hereunder throughout the world (the Territory), including without limitation all of the following VGSL Territories set forth in Paragraph 2(c)(i)(B) above: (1) United Kingdom; (2) Ireland; (3) Germany; (4) Spain; (5) France; (6) Sweden; (7) Switzerland; (8) Portugal; (9) Netherlands; (10) Greece; (11) Italy; (12) Australia; (13) New Zealand; (14) Egypt; (15) Slovenia; (16) Belgium; (17) Austria; (18) Hungary; (19) Malta; (20) Croatia; (21) South Africa; and (22) Japan. Licensee shall localize the Wireless Products into the following languages: English, French, German, Italian, Spanish, and Japanese. In addition to the previously stated languages, to the extent practicable Licensee also shall localize the Wireless Products to be delivered to VGSL into Portuguese, Greek, Dutch and Swedish, to the extent that the Properties

Wireless Content License Agreement Multiple Properties / Sorrent, Inc. / Final PLZ

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are dubbed into such languages, Fox holds foreign rights to the dubbed tracks, and such dubbed tracks are timely available.

4. TERM: The rights granted hereunder shall be effective as of the Effective Date and shall expire on December 31, 2006 (the Term); provided, however, that with respect to each Property, all rights and licenses granted herein will continue in full force and effect for a period of eighteen (18) months after the initial theatrical release of that Property.

(a) Licensee's Right of First Negotiation on New Properties: For the Term of this Agreement, Fox hereby grants to Licensee a right of first negotiation with respect to those theatrical motion pictures released during the Term of this Agreement (in addition to the Properties identified in Exhibit A) in which (i) Fox owns or controls licensing and merchandising rights, for which Fox determines in its sole discretion to grant to any third party any licensing rights for the development and distribution of wireless products, and (ii) which theatrical motion pictures Fox reasonably deems to be a Major Release consistent with its past practices. The Right of First Negotiation shall be exercised as follows. Whenever Fox desires to grant to any third party any licensing rights for a Major Release (each such instance, an Opportunity), Fox shall request that Licensee submit a bid regarding the Opportunity. If Licensee intends to exercise its Right of First Negotiation, it must submit a bid in response to Fox's request within 10 business days. If Licensee does submit a bid, both parties shall negotiate in good faith over the bid for a reasonable period of time, not to exceed 10 additional business days. If the parties have not reached agreement in writing regarding the terms and conditions for the exploitation of the Opportunity within said time period, or if Licensee fails to submit a bid in a timely manner, Fox shall be free to accept any bid from any other party with respect to the Opportunity, or Fox shall be free not to exploit the Opportunity at all. Should Licensee choose to exercise its Right of First Negotiation, its floor bid shall be at least US$***** for each Major Release (as defined in Exhibit N).

5. ADVANCE: Licensee shall pay Fox a non-refundable recoupable advance in the amount of US$***** upon Licensee's signature of this Agreement (the Advance). The Advance shall be treated as the first installment of the Guarantee described in Section 6(a), and will be recoupable against royalties as part of the Guarantee.

6. GUARANTEE:

(a) Amount: Licensee shall pay to Fox a non-refundable guarantee in the amount of US$***** (Guarantee), inclusive of the Advance. The Guarantee shall be recoupable against royalty payments and payable as follows: (a) US$***** inclusive of the Advance above; (b) US$***** on or before *****; (c) US$***** on or before *****; (d) US$***** on or before *****; (e) US$***** on or before *****; (f) US$***** on or before *****; and (g) US$***** on or before *****. There shall be no cross-collateralization among the Royalties earned, as defined in Paragraph 7 below, for the purposes of recouping the Guarantee for any of the Major Releases or Targeted Releases.

(b) Individual Property Guarantees: Notwithstanding the payment schedule set forth in Paragraph 6(a) above, a minimum recoupable guarantee (each Individual Property

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*****  The omitted portions of this exhibit have been filed with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the Securities Act of 1933.

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Guarantee) shall be apportioned from the Guarantee set forth in Paragraph 6(a) above to each of the individual Major Releases and Targeted Releases set forth on Exhibit A as follows for the purposes of determining recoupment of Guarantees and Royalty payments attributable to each of the Major Releases and Targeted Releases as set forth in Paragraph 7 below:

(i) Major Releases: The Individual Property Guarantee for each of the Major Releases set forth on Exhibit A shall be US$*****.

(ii) Targeted Releases: The Individual Property Guarantee for each of the Targeted Releases set forth on Exhibit A shall be US$*****.

(c) Overages: At such time that Fox has earned in Royalties, as defined in Paragraph 7 below, the amount of an Individual Property Guarantee attributable to a specific Property, Licensee shall then remit to Fox on a quarterly basis in accordance with Paragraph 7(c) all Royalties due and payable in excess of such Individual Property Guarantee. Notwithstanding the foregoing, all Guarantee installments shall remain due and payable in accordance with the schedule of payments set forth in Paragraph 6(a) above and may not be allocated or apportioned to Royalty overages due.

7. ROYALTIES:

(a) Payments from Licensee to Fox: In consideration of the rights granted to Licensee pursuant to this Agreement, Licensee shall pay to Fox, or such other party as Fox may designate in writing, a royalty in the following amounts:

(i) Major Releases:

(A) Until such time as ***** percent (*****%) of an Individual Property Guarantee for a Major Release is recouped by Licensee, Fox shall earn, and credit against the Individual Property Guarantees, Royalties at the rate of ***** percent (*****%) of Licensee's Gross Receipts from Licensee's sale, license, distribution or other exploitation of the Wireless Products derived from the respective Major Release; and

(B) Thereafter and until such time as ***** percent (*****%) of an Individual Property Guarantee for a Major Release is recouped by Licensee, Fox shall earn and Licensee shall pay to Fox Royalties at the rate of ***** percent (*****%) of Licensee's Gross Receipts from Licensee's sale, license, distribution or other exploitation of the Wireless Products derived from the respective Major Release; and

(C) Thereafter (and for the remainder of the Term), Fox shall earn and Licensee shall pay to Fox Royalties at the rate of ***** percent (*****%) of Licensee's Gross Receipts from Licensee's sale, license, distribution or other exploitation of the Wireless Products derived from the respective Major Release.

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*****  The omitted portions of this exhibit have been filed with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the Securities Act of 1933.

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(ii) Targeted Releases:

(A) Until such time as ***** percent (*****%) of an Individual Property Guarantee for a Targeted Release is recouped by Licensee, Fox shall earn, and credit against the Individual Property Guarantees, Royalties at the rate of ***** percent (*****%) of Licensee's Gross Receipts from Licensee's sale, license, distribution or other exploitation of the Wireless Products derived from the respective Targeted Release; and

(B) Thereafter (and for the remainder of the Term), Fox shall earn and Licensee shall pay to Fox Royalties at the rate of ***** percent (*****%) of Licensee's gross receipts from Licensee's sale, license, distribution or other exploitation of the Wireless Products derived from the respective Targeted Release.

Royalties shall accrue when the Wireless Products are sold, downloaded or otherwise distributed to the end user, whichever first occurs, and shall become payable upon receipt by Licensee. Gross Receipts shall mean all monies received by or credited to Licensee for download of the Wireless Products by end users less only monies actually retained by the CSPs (the Deductions).

(b) Payments from Fox to Licensee: In consideration of the rights granted by Licensee to Fox and VGSL pursuant to this Agreement, Fox shall pay to Licensee, or such other party as Licensee may designate in writing, a royalty in the following amounts:

(i) Distribution in Japan. In the event that Fox distributes, licenses, or otherwise exploits the Wireless Products in Japan pursuant to Paragraph 2(c)(iii), or grants to any third party any rights to distribute the Wireless Products for the Wireless Platform to end users within Japan, or otherwise uses in Japan any elements of the Fox Intellectual Property (as defined in Paragraph 11(a) that are solely attributable to Licensee's development efforts pursuant to this Agreement, Fox agrees to pay Licensee a royalty in the amount of ***** percent (*****%) of Fox's gross receipts for any such activity, which shall be defined as all monies actually received by Fox for the Wireless Products or other such elements of the PSM, less any Deductions.

(ii) VGSL Payments: As set forth in Paragraph 2(c)(ii) above, pursuant to the VGSL Agreement, VGSL will remit directly to Fox Fox's contractual share (pursuant to the VGSL Agreement) of all revenue from sales of the Wireless Products by VGSL in the VGSL Territories (VGSL Revenue). Fox will remit all VGSL Revenue to Licensee and such VGSL Revenue shall be treated as Gross Receipts for the purpose of this Agreement. The VGSL Revenue shall be treated in accordance with Paragraph 7(a) in calculating Royalties due to Fox from Licensee.

(iii) Other Payments: To the extent that Fox enters into an agreement with a CSP other than VGSL with Licensee's consent in accordance with Paragraph 1(f),

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whereby Fox's contractual share of revenue from the sale of the Wireless Products to the CSP's subscribers is remitted directly to Fox from the CSP, Fox will pass through all such revenue from the CSP to Licensee and such revenue shall be treated as Gross Receipts for the purpose of this Agreement. Payments of all royalties from the sale of Wireless Products through any such arrangements shall be made by Licensee to Fox in accordance with Paragraph 7(b) above. Except as otherwise provided under this Agreement, Fox hereby agrees not to enter into any future agreements with a CSP for the distribution of the Wireless Products without the involvement and prior written agreement of Licensee.

(iv) For the avoidance of doubt, Fox will have no right or license to develop, publish, and or distribute any Wireless Products for the Wireless Platform, or to permit any third party to do so, or to otherwise use or exploit any Licensee Materials, except in accordance with Paragraphs 1(b) (with respect to bundling), 2(c)(iii) (with respect to Japan), and 2(c)(ii) (with respect to VGSL and T-Mobile).

(c) Payment Terms. Payment of all royalties and other payments by either party to the other shall be made in United States Dollars by check or wire transfer to a bank account to be designated by the receiving party. Payment of all royalties shall be made without deduction, reduction or set-off of any kind, provided that the paying party shall be permitted to deduct withholding taxes as permitted by applicable law. Each party agrees that it shall not be entitled to withhold any portion of the royalties as a reserve. Each party agrees to provide the other with all necessary withholding tax forms.

(d) Accounting Statement: Royalty statements (which statements shall be on the form attached hereto as Exhibit O and incorporated herein by this reference or such other form as the receiving party may designate in its discretion) shall be due and payments made within thirty (30) days after the close of each calendar quarter in which the paying party received any applicable revenue. Each party shall keep a record of all sales and shall submit, together with the royalty statements, a quarterly summary report of such sales. Notwithstanding the foregoing, pursuant to Paragraphs 7(b) (2) and 7(b)(3), Fox shall make all payments of revenue remitted directly by VGSL or any other CSP with whom the parties prospectively agree Fox will receive revenue directly, within thirty (30) days of receipt of such revenue.

(e) Books and Records: Each party shall keep accurate and complete books and records as they relate hereto for the greater of three years from the Effective Date or two years from the termination or expiration of the Term. On reasonable notice, each party shall have the right to examine said books and records; provided that such examination will be made no more than twice in any given twelve month period, and shall be made during normal business hours. If any audit discloses that a party owes royalties in excess of 5% of royalties paid during any accounting period, the audited party shall pay the audit costs together with shortfall and interest at rates as specified in Paragraph 7(e) below.

(f) Late Payments: If a party does not receive the applicable royalty payment as specified on or before the thirtieth day after the close of any calendar quarter, the party owing such royalty shall pay interest with respect to any royalties owed from day to day until the date of payment at a rate of 5% above U.S. Prime Rate on an annual basis. Interest on royalties owed calculated in accordance with this Paragraph shall accrue after

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as well as before any judgment. Neither the acceptance of any payment or royalty statement nor the deposit of any check shall preclude a party from questioning the correctness of any such payment or royalty statement at any time.

8. DUTIES OF LICENSEE:

(a) Marketing and Promotion: Licensee shall be responsible for all marketing, advertising and promotional efforts with respect to the Wireless Products throughout the Territory during the Term. Licensee shall (A) participate in face to face meetings and conference calls regarding marketing from time to time, the frequency, location and subject matter of which shall be mutually agreed; (B) submit a separate marketing plan for the Wireless Products for each Property for which Fox has approved a Treatment (as defined in Paragraph 9(a)(ii)) within thirty (30) days of Fox's approval of such Treatment, subject to Fox's providing sufficient information regarding its release plans for the applicable Property (each, a Marketing Plan); (C) commit funds to the marketing of the Wireless Products as is commensurate with Licensee's marketing efforts of other similar wireless products that Licensee publishes; (D) perform business to business and trade marketing efforts (e.g., to the CSPs) commensurate with industry standards; and (E) appoint a marketing point of contact which shall be responsible for coordinating communications and facilitating relationships between Fox and Licensee and for overseeing the performance of Licensee's obligations hereunder.

All marketing materials for the Wireless Products that incorporate and/or make reference to any part of the PSM or the Properties (collectively, the Licensee Marketing Materials) shall be subject to Fox's approval as follows:

(i) Licensee Marketing Materials: Licensee shall be responsible for producing the Licensee Marketing Materials, all of which shall be subject to Fox's prior written approval, at Licensee's sole cost and expense. Licensee will submit samples of all Licensee Marketing Materials to Fox for review and approval prior to Licensee's use of the Licensee Marketing Materials. Fox shall endeavor to review the Licensee Marketing Materials within two (2) weeks of receipt thereof, provided however, a delayed Fox response shall not constitute a deemed approval under any circumstances. Only after Fox has approved the Licensee Marketing Materials may Licensee proceed with production thereof. Once approval has been granted by Fox, Licensee will not make alterations, modifications or revisions to the Licensee Marketing Materials without the prior written consent of Fox.

(ii) CSP Marketing Materials: If any Licensed CSP seeks to incorporate any element of the PSM in its advertising, marketing, packaging (if any), consumer and trade publicity and promotional materials as well as any collateral materials related thereto (CSP Marketing Materials), Licensee shall ensure that such Licensed CSP obtains Fox's approval in accordance with Paragraph 8(a)(i). Licensee shall submit any such proposed CSP Marketing Materials on the CSP's behalf. Once Fox has approved any such CSP Marketing Materials and notified Licensee, Licensee shall notify the CSP and Licensee and the CSP may proceed with production thereof, provided there are no alterations from the approved packaging.

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(b) Product Support: Licensee shall provide all customer product support, including technical support, for the Wireless Products in the same manner as it provides such support for any other product that it distributes and/or publishes, and in any case in accordance with wireless industry standards. Licensee will display (and ensure that the CSP displays) a toll free telephone number (or an email address, in Licensee's discretion, on a country by country basis) on its website so that customers may contact Licensee and/or the CSP regarding the Wireless Products (Customer Request). Licensee and/or the CSP will use all commercially reasonable efforts to respond to each such Customer Request within 24 hours after receipt of such request. Licensee shall exercise commercially reasonable efforts to resolve each such Customer Request. Licensee also shall respond to all inquiries from VGSL relating to the Wireless Products delivered to VGSL.

(c) Solicitation of Sales: So long as the Agreement has not been terminated or otherwise expired, Licensee shall use all commercially reasonable efforts to promote sales of the Wireless Products during the Term of this Agreement.

(d) No Preferential Treatment: Licensee agrees that it will use substantially similar efforts to advertise, promote, manufacture, sell and distribute the Wireless Products as it devotes to its other licensed products.

(e) Compliance with all Laws: Licensee shall comply with all laws, rules, treaties, and regulations governing the distribution of the Wireless Products throughout the Territory.

(f) Internet Data: Licensee shall comply with COPPA regulations as well as with Fox's Internet Privacy Policy with respect to the collection of any consumer information via the Internet. The policy is attached hereto as Exhibit P and incorporated herein by this reference.

(g) Localization: Licensee shall localize the Wireless Products into the following languages: English, French, German, Italian, Spanish, and Japanese, with Portuguese, Greek, Dutch and Swedish to be made available where practicable to the extent that the Properties are dubbed into such languages, Fox holds foreign rights to the dubbed tracks, and such dubbed tracks are timely available.

(h) Optimization: Licensee shall be required to optimize the Wireless Products for all Territories and Licensed CSPs.

(i) Compatibility Testing: Licensee shall be responsible for any compatibility testing of the Wireless Products required by CSPs, and further shall be responsible for the following: (i) quality assurance of the Wireless Products which is consistent with industry standards; and (ii) adequate operation and functionality of the Wireless Products on the Wireless Platform in connection with each Licensed CSP's networks. To the extent that a material bug or defect is discovered in the Wireless Products which impacts in any manner the functionality of the Wireless Products, Licensee will promptly investigate and correct such bugs or defects, whether discovered by Licensee, Fox, the Wireless Platform manufacturer(s) or the CSP(s). As between Fox and Licensee, all costs of performing the foregoing obligations shall be borne by Licensee.

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9. FOX APPROVALS:

(a) Wireless Products Approval: Fox shall have the right to approve the Wireless Products in accordance with the procedure set forth below. Licensee acknowledges that Fox's approval shall include the approval of any third party who has approval rights over any of the Properties, as applicable.

(i) Creative Meetings: Licensee shall participate in face to face creative meetings with Fox on a monthly basis to determine which Wireless Products shall be developed for upcoming Major Releases and Targeted Releases. The parties will mutually agree upon the list of Wireless Products for each Property, and will amend the applicable Exhibit for that property upon reaching such agreement. Notwithstanding the foregoing, Licensee shall develop the Wireless Products set forth in Exhibits B through M for each Property.

(ii) Concept / Treatment: For each of the Major Releases and Targeted Releases, within ***** after receipt from Fox of the applicable PSM Materials, Licensee will deliver to Fox a concept / treatment for the applicable Wireless Products, which will outline the technical and creative aspects of the Wireless Products (each, a Treatment). Each Treatment shall be subject to Fox's approval, which approval is within Fox's discretion. Once a Treatment is approved by Fox and to the extent the approved Treatment requires compatibility input from a Licensed CSP, it shall be Licensee's sole responsibility to secure concept approval from such Licensed CSP. If the Licensed CSP requires changes, modifications or alterations to a Treatment, or to any element of the Wireless Products, Licensee shall seek Fox's written approval of any such change, which approval may be withheld in Fox's sole discretion.

(iii) Design Document: Once a given Treatment is approved by Fox, Licensee shall then submit to Fox a game design document (Design Document) which will lay out the creative and technical aspects for the Wireless Product, including how Licensee intends to use the Property and the PSM in the Wireless Product. The Design Document shall be subject to Fox's written approval, which approval is within Fox's sole discretion.

(iv) Alpha Testing: Upon approval of the Design Document by Fox, Licensee shall submit a prototype of the applicable Wireless Product, which demonstrates all of the features and functions set forth in the Design Document, although colors, graphics and related elements need not be in their final form (each, an Alpha Prototype). Each Alpha Prototype will be subject to Fox's written approval, which approval will be in Fox's sole discretion.

(v) Beta Testing: Upon approval of the Alpha Prototype, Licensee shall submit a post-Alpha prototype of the Wireless Product meeting all Alpha requirements and in substantial conformance with the Design Document, with all features and functions implemented and in which all interface, memory allocation and code size issues are effectively addressed (each, a Beta Prototype). Each Beta Prototype will have passed Licensee's established testing procedures and have no known Bugs. Each Beta Prototype shall be subject to Fox's written approval, which

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***** The omitted portions of this exhibit have been filed with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the Securities Act of 1933.

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approval will be in Fox's sole discretion. After Fox has approved a Beta Prototype, Licensee shall be free to release the Beta Prototype as a final commercial product.

(A) Modifications: After approval of a Beta Prototype, Licensee shall not modify the Wireless Products without the prior written approval of Fox. For purposes of this paragraph, porting, enhancements, optimization (which alters the content displayed in any material manner) and localization shall be deemed a modification requiring Fox's prior written approval. Notwithstanding the foregoing, Porting that does not require substantive changes to a Wireless Product will not be deemed a modification requiring Fox's prior approval.

(b) Approval Process:

(i) Evaluation: Fox shall approve or reject in writing all Treatments, Design Documents, Alpha Prototypes, and Beta Prototypes submitted to it for its approval (each individually a Deliverable). Fox's approval or rejection of all Deliverables shall be rendered in good faith.

(ii) Rejection: If Fox rejects any Deliverable, Fox shall provide to Licensee, in writing, the reasons for its rejection of that Deliverable. Licensee shall then use commercially reasonable efforts to make the changes to that Deliverable and resubmit the Deliverable to Fox for Fox's reconsideration. If Fox rejects a given Alpha Prototype more than twice based on a reason previously notified to Licensee by Fox, then Fox may terminate this Agreement in whole or with respect to the affected Property and Wireless Products and shall reserve all remedies available under this Agreement. Notwithstanding the foregoing, Fox will not terminate this Agreement for rejection of any Deliverables related to Properties that have their initial theatrical release prior to June 30, 2005, provided such Deliverables are accepted and delivered not later than ***** after the U.S. theatrical releases for each of the following Properties: Robots; Mr. & Mrs. Smith; and Untitled Ridley Scott Film.

(iii) Collaborative Process: The parties intend that development of the Wireless Products will be a collaborative effort between Fox and Licensee, such that Fox shall have a reasonable opportunity to provide input into the primary aspects of each Wireless Product through the review and approval procedure described above, including, but not limited to, the look and feel of the Wireless Products, art direction, as well as the use of the Property (and all elements therefrom) in the Wireless Products and in the advertising, promotion and marketing thereof in accordance with this Agreement. Licensee understands and agrees that approval of any two-dimensional artwork does not constitute approval of the implementation of the artwork in the Wireless Products.

(iv) Timing: Fox shall endeavor to approve or reject in writing all Deliverables and all materials submitted to it for its approval within two (2) weeks of Fox's receipt thereof. If Fox does not approve or reject in writing a Deliverable within two (2) weeks of its receipt and causes a significant delay in the development of the

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***** The omitted portions of this exhibit have been filed with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the Securities Act of 1933.

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Wireless Products, then Fox and Licensee shall mutually and in good faith discuss and agree to any adjustments in the Wireless Products Latest Commencement Date which are necessary due to such delay. Fox shall not terminate this Agreement for Licensee's delay in delivery of the Wireless Products, where such delay is solely caused by Fox's failure to deliver the PSM Materials in a timely manner in accordance with Paragraph 2(a)(i). Fox reserves the right to terminate this Agreement in accordance with paragraph 2(b)(i) where Licensee's delay in delivery of the Wireless Products is the result of Fox's disapproval of the Deliverables.

10. PRICING: As between Fox and Licensee, Licensee will be responsible for determining the prices and/or fees at which the Wireless Products will be offered for sale to the general public but will do so in accordance with Licensee's agreements with the CSPs. Licensee acknowledges that VGSL will be responsible for making pricing decisions for the Wireless Products distributed through VGSL, provided that Fox will not agree to any reduction in the share of revenue it receives from VGSL, other than the ***** percent (*****%) reduction in Fox's revenue share for late delivery provided for in the current version of the VGSL Agreement.

11. INTELLECTUAL PROPERTY RIGHTS:

(a) Intellectual Property Rights Defined: For purposes of this Agreement, the term Intellectual Property Rights means know-how, inventions, patents, patent rights, and registrations and applications, renewals, continuations and extensions thereof, works of authorship and art, copyrightable materials and copyrights (including, but not limited to, titles, computer code, designs, themes, objects, characters, character names, stories, dialog, catch phrases, concepts, artwork, animation, sounds, musical compositions, graphics and visual elements, audio-visual effects and methods of operation, and any related documentation), copyright registrations and applications, renewals and extensions thereof, mask works, industrial rights, trademarks, service marks, trade names, logos, trademark registrations and applications, renewals and extensions thereof, trade secrets, rights in trade dress and packaging, publicity, personality and privacy rights, rights of attribution, paternity, integrity and other similarly afforded moral rights, and all other forms of intellectual property and proprietary rights recognized by the U.S. laws, and other applicable foreign and international laws, treaties and conventions.

(b) Fox Intellectual Property: Fox shall own all Intellectual Property Rights in and to any derivative works made from the Properties, whether or not used in the Wireless Products, including without limitation design documents, graphics, animation, music, packaging, advertising, promotional and other artwork used in connection with the development and distribution of the Wireless Products but at all times excluding the Licensee Materials as defined in Paragraph 11(c) below (collectively, the Fox Intellectual Property). The Fox Intellectual Property includes all rights in and to the entire look and feel of the Wireless Products, all visual displays, scripts, dialogue, literary treatments, concepts, characters, backgrounds, environments, and other elements visible to the Wireless Products' users; all sounds, sound effects, soundtracks and other elements audible to the user. Licensee acknowledges and agrees Fox shall be the exclusive owner of these rights as a work made for hire. Licensee acknowledges that Licensee's use of any Property shall not confer or imply a grant of rights, title or interest in the Property or good will associated therewith, except as specifically provided herein.

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***** The omitted portions of this exhibit have been filed with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the Securities Act of 1933.

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Fox's Intellectual Property Rights shall be indefeasible and irrevocable and shall not be subject to reversion under any circumstance, including cancellation, termination, expiration, or breach of this Agreement. Licensee further agrees to execute one or more copyright assignments at Fox's request, or any other subsequent document as further evidence of this assignment, and to cooperate with Fox in perfecting the assignment of any rights to the Fox Intellectual Property, and hereby appoints Fox as its attorney-in-fact to execute any documents required in connection with such assignment. All materials created hereunder shall be prepared by an employee-for-hire of Licensee under Licensee's sole supervision, responsibility and monetary obligation, or, if third parties who are not employees of Licensee, including without limitation all software developers developing the Wireless Products contribute to the creation of any Fox Intellectual Property, Licensee shall obtain from such third parties a full written assignment of rights so that all right, title and interest in the Fox Intellectual Property shall vest in Fox.

(c) Licensee Materials: Licensee owns and shall retain all right, title, and interest in and to (i) all software source code, tools, and technical documentation used by or for Licensee to create the Wireless Products, including without limitation any and all software code included in the Wireless Products, (ii) all aspects and elements of the Wireless Products other than the Fox Intellectual Property therein, including without limitation any and all gaming engines, game concepts, rules, scripts, and other Intellectual Property Rights therein; and (iii) any and all Intellectual Property Rights in any of the foregoing (the Licensee Materials).

(d) Moral Rights: Licensee hereby does expressly assign to Fox any and all rights of paternity or integrity, rights to claim authorship, to object to any distortion, mutilation or other modification of, or other derogatory actions in relation to the PSM, the Fox Intellectual Property, and any of Fox's Intellectual Property Rights in and to the PSM and or the Fox Intellectual Property and any derivative works thereof, whether or not such would be prejudicial to Fox's honor or reputation, and any similar right, existing under judicial or statutory law of any country in the world, or under any treaty (Moral Rights), regardless of whether such right is denominated or generally referred to as a moral right. Licensee hereby does irrevocably transfer and assign to Fox any and all Moral Rights that Licensee may have in Fox's Intellectual Property Rights in and to the PSM and the Fox Intellectual Property and any derivative works thereof and shall cause Licensee's employees and contractors, including Licensee's developers of the Wireless Products, to do likewise. Licensee hereby does forever waive and agree never to assert any and all Moral Rights it may have in Fox's Intellectual Property Rights in and to the PSM and the Fox Intellectual Property and any derivative works thereof and shall cause its employees and contractors (including the developers) to do likewise.

(e) Licensee Cooperation: Licensee shall not by any act or omission to act impair or prejudice the Intellectual Property Rights of Fox in the PSM, the Fox Intellectual Property or the Properties, or violate any moral rights or deal with the PSM, the Fox Intellectual Property or Properties so that any third party might obtain any lien or other right of whatever nature incompatible with the Intellectual Property Rights of Fox. Licensee agrees to notify Fox of any known or suspected infringement of Fox's Intellectual Property Rights in the PSM and the Property that comes to Licensee's attention and to assist Fox, at Fox's expense, in taking such action as Fox, in its sole discretion, deems necessary or appropriate to prevent or remedy such infringing activities. Licensee shall

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also promptly notify Fox in writing of any legal proceeding instituted, or written claim or demand asserted, by any third party against Licensee with respect to the infringement of any Intellectual Property Rights that is alleged to result from the use of the PSM or the Properties in connection with the Wireless Products in accordance with this Agreement.

(f) First Sale Doctrine Not Applicable: The PSM is licensed, not sold, by Fox to Licensee, and nothing in this Agreement will be interpreted or construed as a sale or purchase of the PSM, including but not limited to any use of a purchase order by Licensee in connection with the transactions contemplated hereunder. Furthermore, notwithstanding use of the terms sale and sell throughout this Agreement, any distribution or delivery of the Wireless Products by Licensee to any sublicensee (including, without limitation, CSPs and end-users) will be by license and not by sale (and Licensee shall post notice of that fact in sufficient size, location and manner on Licensee's website on the page from which the general public can subscribe to the Wireless Products). Accordingly, Licensee acknowledges that the First Sale Doctrine (as embodied in 17 U.S.C., Paragraph 109 of the United States Copyright Act of 1976, as amended, or the equivalent law or statute in the Territory) does not apply to Licensee's acquisition of rights in and to the PSM and the Property hereunder or to any sublicensee's acquisition of rights in and to the Wireless Products under any agreement between Licensee and a sublicensee.

12. TRADEMARKS AND COPYRIGHTS; FOX'S TITLE AND GOODWILL:

(a) Intellectual Property Notices: Licensee agrees to place on Licensee's website and in the Wireless Products, and on the packaging and related documentation, if any, and Marketing Materials for the Wireless Products, all trademarks, copyright notices, logos and other legal or proprietary designations of Fox in the form and manner reasonably directed by Fox, including, without limitation, a notice indicating that the Wireless Products are produced by Licensee under license from Fox. All copyrights, trademarks and service marks relating to the Properties, PSM Materials, and Fox Intellectual Property, are, will be and shall remain the sole property of Fox and any rights therein granted to Licensee shall terminate immediately upon termination of this Agreement. All goodwill and reputation attaching to such copyrights, trademarks and service marks shall vest in Fox. Licensee shall create, execute and deliver to Fox all documents and instruments reasonably required by Fox for the protection of or otherwise in connection with the copyrights, trademarks and service marks of Fox. Licensee shall not have the right to use Fox's trademarks or trade names except in connection with the promotion and distribution of the Wireless Products in the Territory in accordance with the terms of this Agreement. Notwithstanding the foregoing, Licensee may include a notice for the Licensee Materials, where appropriate.

(b) Goodwill: Licensee acknowledges that Fox is the owner of all right, title and interest in and to the PSM and the Properties, and further acknowledges the great value of the goodwill associated with the PSM and the Properties and that the PSM and the Properties have acquired secondary meaning in the mind of the public and that the trademarks and copyrights included in the PSM and the Properties, and the registrations thereof, are valid and subsisting, and further agrees that it shall not during the Term of this Agreement or at any time thereafter dispute or contest directly or indirectly, or do or cause to be done any act which in any way contests, impairs or tends to impair Fox's

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exclusive rights and title to the PSM and the Properties, or the validity thereof or the validity of this Agreement, and shall not assist others in so doing.

(c) Cooperation: Licensee shall not in any manner represent that it has any ownership in the PSM or the Properties, or in any trademarks or copyrights included in the PSM or the Properties (or registrations thereof), but may, only during the Term, and only if Licensee has complied with any and all applicable laws and registration requirements within the Territory for so doing, represent that it is a licensee or official licensee hereunder. Licensee shall not register or attempt to register any copyright or trademark in the Properties, in its own name or that of any third party, nor shall it assist any third party in doing so.

13. REPRESENTATIONS AND WARRANTIES:

(a) By Licensee: Licensee represents and warrants to Fox that:

(i) Governmental Authority: Licensee has full power and authority to enter into and perform this Agreement without approval from any governmental entity or third party, and that such ability is not limited or restricted by any agreements or understanding between Licensee and any other person or company;

(ii) Corporate Authority: The execution, delivery and performance by Licensee of this Agreement have been duly authorized by any and all necessary corporate action by Licensee, and this Agreement constitutes the legal, valid and binding obligation of Licensee enforceable in accordance with its terms;

(iii) Expertise: Licensee possesses the expertise and know-how and experience to develop the Wireless Products and is otherwise fully capable of performing its obligations under this Agreement;

(iv) Infringement: The Licensee Materials and any other computer code, technology, information, art or other materials created, developed or used by Licensee pursuant to this Agreement will not infringe upon or misappropriate the Intellectual Property Rights or any other legal rights of any third party, and should any aspect of the Licensee Materials, or such other computer code, technology, information, art or materials created, developed or used by Licensee pursuant to this Agreement, become, or, in Fox's opinion, be likely to become, the object of any infringement or misappropriation claim or suit, Licensee will procure, at Licensee's expense, the right to use such Licensee Materials, computer code, technology, information, art or other materials in all respects, or will replace or modify the affected material to make it non- infringing; and

(v) Licensee Conduct: Licensee will (A) conduct its business in a manner that reflects favorably at all times on the Property, the Wireless Products and the good name, goodwill and reputation of Fox, (B) avoid deceptive, misleading or unethical practices, that are or might be detrimental to Fox, the Property, the Wireless Products or the public, (C) avoid making disparaging, false or misleading statements or representations with regard to Fox, the Property or the Wireless Products, (D) not employ or cooperate in the employment of any deceptive or

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      misleading advertising material with regard to Fox, the Property or the Wireless Products, (E) make no representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of the Wireless Products that are inconsistent with the warranties and disclaimers included in or with the Wireless Products, (F) not sell the Wireless Products to any party who it knows, or reasonably should know, will infringe Fox's Intellectual Property Rights in the Wireless Products, and (G) comply with all applicable international, national, regional, and local laws in performing its duties hereunder and in any of its dealings with respect to the Wireless Products.

  (b)   By Fox: Fox represents and warrants to Licensee that:

      (i) Authority: Fox has full power and authority to enter into and perform this Agreement, and that such ability is not limited or restricted by any agreements or understanding between Fox and any other person or company. The execution, delivery and performance by Fox of this Agreement have been duly authorized by any and all necessary corporate action by Fox, and this Agreement constitutes the legal, valid and binding obligation of Fox enforceable in accordance with its terms.

      (ii) No Representations/Warranties Regarding Revenue: Notwithstanding the representations and warranties made by Fox in this Paragraph 13(b), Fox makes no representations or warranties whatsoever regarding the amount of revenue that may be generated by sales of the Wireless Products.

14.  INDEMNIFICATION:

    (a) By Licensee: Licensee agrees to indemnify, defend and hold harmless Fox, Trademark Licensor and their respective successors, assigns, parents, subsidiaries, affiliates and co-venturers, and their respective directors, officers, employees and agents from and against all third party claims, damages, losses, liabilities, suits and expenses (including reasonable attorneys' fees), arising out of or in connection with any allegations that (i) the Licensee Materials or the manufacture, packaging, distribution, promotion, sale, or exploitation thereof (except with respect to those matters against which Fox has agreed to indemnify Licensee hereunder) infringes or misappropriates the Intellectual Property Rights of any third party or (ii) any breach of warranty, representation or covenant contained in this Agreement; provided that Fox (a) promptly notifies Licensee in writing of the claim; (b) grants Licensee sole control of the defense, subject to Fox's approval of counsel (to avoid conflicts of interest) and the terms of any settlement that affect Fox; and (c) provides Licensee, at Licensee's expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim. If Licensee fails to undertake such defense, Licensee shall reimburse Fox for reasonable attorneys' fees incurred by Fox in its defense of such claim or suit. Furthermore, Licensee agrees to indemnify, defend and hold harmless Fox, Trademark Licensor and their respective successors, assigns, parents, subsidiaries, affiliates and co-venturers and all other parties associated with the Property, and their respective directors, officers, employees and agents from and against claims made by VGSL against Fox regarding failure to deliver and distribute the VGSL Products (as defined in Paragraph 1(a)) in a timely manner as set forth in Paragraphs 2(a)(ii), 2(b)(i) and 2(c)(ii), third-party Intellectual Property claims relating to the Licensee Materials, and all related damages, losses,

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    liabilities, suits and expenses (including reasonable attorneys' fees). Fox's failure to provide notice in accordance with this Paragraph shall not relieve Licensee of its obligations to indemnify, defend and hold Fox harmless from any such claims, unless and except to the extent that Licensee is prejudiced by any such failure.

    (b) By Fox: Fox agrees to indemnify, defend and hold harmless Licensee, its successors, assigns, parents, subsidiaries, affiliates and co-venturers, and their respective directors, officers, employees and agents from and against all third party claims, damages, losses, liabilities, suits and expenses (including reasonable attorneys' fees), arising out of or in connection with any allegations that the PSM, PSM Materials, or Properties infringe or misappropriate any Intellectual Property Rights of any third party; provided that Licensee (a) promptly notifies Fox in writing of the claim; (b) grants Fox sole control of the defense and settlement of the claim; and (c) provides Fox, at Fox's expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim. If Fox fails to undertake such defense, Fox shall reimburse Licensee for reasonable attorneys' fees incurred by Licensee in its defense of such claim or suit.

    (c) Injunctions. If either party's use or exploitation of any materials provided and licensed hereunder is, or in the licensor's opinion is likely to be, enjoined due to the type of claim specified in Paragraphs 13(a) or (b), above, the licensor may, at its sole option and expense: (a) procure for the licensee the right to continue using such rights under the terms of this Agreement; (b) replace or modify any materials provided so that they are non-infringing; or (c) if options (a) and (b) above cannot be accomplished despite the licensor's reasonable efforts, then the licensor may terminate the licensee's rights and the licensor's obligations hereunder with respect to such materials, in which event the licensor will refund to the licensee any amounts paid by the licensee with respect to such materials. For the avoidance of doubt, Licensee is the licensor of the Licensee Materials, pursuant to Paragraph 1(e), for the purpose of this Paragraph.

    (d) Sole Remedy. THE PROVISIONS OF THIS PARAGRAPH 14 SET FORTH EACH PARTY'S SOLE AND EXCLUSIVE OBLIGATIONS AND REMEDIES WITH RESPECT TO THIRD PARTY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND UNLESS OTHERWISE STIPULATED BY JUDICIAL ORDER.

15.  TERMINATION:

    (a) Termination Rights;

      (i) Bankruptcy: If Licensee's liabilities exceed its assets, or if Licensee becomes unable to pay its debts as they become due, or files or has filed against Licensee a petition in bankruptcy, reorganization or for the adoption of an arrangement under any present or future bankruptcy, reorganization or similar law (which petition if filed against Licensee shall not be dismissed within 30 days from the filing date), or if Licensee makes an assignment for the benefit of its creditors or is adjudicated a bankrupt, or if a receiver or trustee of all or substantially all of Licensee's property is appointed, or if Licensee discontinues its business, this Agreement shall automatically terminate forthwith without notice to Licensee.

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      (ii) Transfer or Change of Control: If a substantial portion of the assets or controlling stock in Licensee's business is sold or transferred, or if there is a substantial change in Licensee's management, or if Licensee's property is expropriated, confiscated or nationalized by any government or if any government assumes de facto control of Licensee's business, in whole or in part, Fox may terminate this Agreement upon 30 days' notice to Licensee.

      (iii) Unauthorized Uses: If Licensee transfers, sells or distributes to any unauthorized third party any artwork, voice clips, or other Fox proprietary materials related to the Property including but not limited to Marketing Materials, then Fox may terminate this Agreement forthwith on written notice without any cure period.

      (iv) Failure to Exploit: If Licensee fails to exploit the PSM as set forth in Paragraph 2(a) and 2(b), or fails to release the Wireless Products in accordance with the dates set forth in Paragraph 2(b), then Fox may terminate this Agreement forthwith on written notice without any cure period subject to the terms and conditions set forth in Paragraph 2(a) and 2(b), respectively.

      (v) Failure to Obtain Approvals: If Licensee releases a Wireless Product without first obtaining Fox's approval as specifically set forth in this Agreement in Paragraph 9, then Fox may terminate this Agreement forthwith on written notice without any cure period.

      (vi) Other Defaults: Excepting only those Licensee defaults in this Paragraph 15 which permit Fox to terminate immediately without any cure period for Licensee, if either party fails to perform any of its material obligations hereunder, the other party may terminate this Agreement upon 30 days' notice, unless the breaching party cures any such breach within said 30 days and gives notice to the other party thereof within that period. Notwithstanding the foregoing, in the event that either party (A) fails to pay Royalties or other amounts when due, or (B) fails to make Royalty or other accountings in accordance with the terms of this Agreement, then the breaching party shall be subject to a one-time cure period of fifteen (15) days for such breach. If a party fails to cure the breach within such fifteen (15)-day period or another breach of either (A) or (B) above occurs following an initial cure within the fifteen (15)-day period, then the other party shall have the right in its sole discretion to terminate this Agreement forthwith on written notice without any cure period.

      (vii) Other Agreements: Should any event of default by Licensee cause Fox to terminate this Agreement, Fox, in its sole discretion, may terminate, without any cure period, any other agreements concurrently existing between Fox and Licensee upon written notice specifying the agreements to be terminated. For the avoidance of doubt, this remedy shall only apply to any agreements concurrently existing between the specific parties to this Agreement and shall not apply to agreements between Licensee and Fox Sports.

    (b) Effect of Termination/Expiration: In the event of termination of this Agreement, Licensee shall: (i) immediately stop in all respects the sale and distribution of the Wireless Products and provide Fox with a complete inventory report and accounting with

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    payment of all Royalties, and (ii) at Fox's election shall either (A) deliver to Fox all materials related to the Wireless Products or (B) give Fox satisfactory evidence of their destruction. Licensee agrees that its failure to stop in all respects the sale and/or distribution of the Wireless Products upon termination or expiration of the Agreement will result in immediate irreparable damage to Fox for which there is no adequate remedy at law, and in the event of such failure by Licensee, Fox shall be entitled to injunctive relief. Fox's exercise of any of the foregoing remedies shall not operate as a waiver of any other rights or remedies which Fox may have. Fox shall not distribute the Wireless Products after the termination or expiration of this Agreement without obtaining from Licensee a separate license to the Licensee Materials.

(i) Sell-Off Period: Notwithstanding Paragraph 15(b), in the event of termination of this Agreement, Licensee shall have a period of ***** from the date of such termination (unless such termination occurs less than ***** prior to the expiration of this Agreement in which case the time period shall be shortened accordingly so as not to exceed the date of expiration) in which to sell-off existing inventory of Wireless Products already in the Distribution Channels (Sell Off Period). Licensee agrees that no additional Wireless Products may be developed or distributed during the Sell Off Period and Licensee agrees to require that any Licensed CSP to comply with this provision. Upon the expiration of the Sell Off Period, Licensee agrees to destroy all such remaining inventory and confirm same in writing to Fox (and require that any Licensed CSP do the same). Any revenues, credits or other consideration received by Licensee for the Wireless Products during the Sell Off Period will be subject to Licensee's obligation to pay Fox Royalties pursuant to Paragraph 7 above.

(ii) Fox's Development of Wireless Products: In the event of termination or expiration of this Agreement or Licensee's loss of exclusive rights under this Agreement, Fox shall be free to create and exploit, or have a third party create or exploit, wireless products which may be similar to those developed and distributed by Licensee pursuant to this Agreement for the Properties.

    (c) Guarantee Forfeiture: In the event of termination of this Agreement and without limitation of Fox's rights and remedies all of which are expressly reserved, the following payment penalties shall apply: (i) if termination occurs in the first year of the Term, Licensee shall forfeit any Guarantee paid, and shall immediately pay any remaining Guarantee, up to the amount of ***** dollars (US$*****), and any Guarantee payments made in excess of ***** dollars ($*****) shall be refunded by Fox to Licensee; and (ii) if termination occurs in the second year of the Term, Licensee shall forfeit any Guarantee paid, and shall immediately pay any remaining portion of the Guarantee then unpaid, up to the amount of ***** dollars (US$*****). Any forfeited Guarantees will apply as a set off against any additional damages claimed by Fox.

16.  CONFIDENTIAL INFORMATION AND PRESS:

    (a) Confidential: Each party agrees to use reasonable efforts, and at least the same care that it uses to protect its own confidential information of like importance, to prevent unauthorized dissemination and disclosure of the other party's confidential information

Wireless Content License Agreement Multiple Properties / Sorrent, Inc. / Final PLZ



*****  The omitted portions of this exhibit have been filed with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the Securities Act of 1933.

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    during and for a period of three (3) years after the Term. These obligations will be subject to the following terms and conditions:

    (b) Confidential Information Defined: Confidential information includes, but is not limited to, the following: (i) the design, technology and know- how related to the Wireless Products, the PSM and the Property; (ii) the computer object and source code of the Wireless Products, the PSM and the Property; (iii) non-public information concerning either party's financing, financial status, research and development, proposed new products, marketing plans and pricing, unless and until publicly announced; and (iv) any information designated by either party as confidential or proprietary in writing:

(i) Certain Information Not Deemed Confidential: The foregoing obligations will not apply to any information that: (A) becomes known to the general public without fault or breach on the part of the receiving party; (B) the receiving party receives from a third party without breach of a nondisclosure obligation and without restriction on disclosure; (C) was in the possession of the receiving party prior to disclosure by the other; or (D) is independently developed by the receiving party's personnel having no access to similar confidential information obtained from the other.

(ii) Confidential Information of Another: Nothing in this Agreement will affect any obligation of either party to maintain the confidentiality of a third party's confidential information.

    (c) Press Releases: Licensee may not issue a press release or otherwise disclose to or discuss with the press the existence or terms of this Agreement without the prior written consent of Fox (it being understood that Fox's legal counsel shall have final approval over the timing and/or content of any press release or other public disclosure by Licensee regarding this Agreement). Notwithstanding the foregoing, the parties (and their respective parent companies) shall be free to disclose Confidential information to the extent required by any law or regulation to any relevant stock exchange. The parties will liaise and endeavor to agree to the wording of any such disclosure in advance.

17.  MISCELLANEOUS:

    (a) Notices: All notices and statements shall be in writing and shall together with any payments be personally delivered or sent postage prepaid to the intended party at the address set forth below (unless notification of a change of address is given in writing). The date of mailing of a notice or statement shall be deemed the date the notice is given or statement rendered.

    To Fox:

Mail:  Twentieth Century Fox Licensing & Merchandising P.O. Box 900 Beverly Hills, California 90213 USA Attention: Vice President, Wireless Development

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            Messenger:   2121 Avenue of the Stars, 4th Floor       Los Angeles, California 90067 USA       Attention: Vice President, Wireless Development             Facsimile:   (310) 369-1465           With copies to:                 Mail:   Twentieth Century Fox Licensing & Merchandising       P.O. Box 900       Beverly Hills, California 90213 USA       Attention: Legal Department             Messenger:   2121 Avenue of the Stars, Suite 1334       Los Angeles, California 90067 USA       Attention: Legal Department             Facsimile:   (310) 369-4241           and:                     Mail:   Twentieth Century Fox Licensing & Merchandising       P.O. Box 900       Beverly Hills, California 90213 USA       Attention: Finance Department             Messenger:   2121 Avenue of the Stars, 4th Floor       Los Angeles, California 90067 USA       Attention: Finance Department             Facsimile:   (310) 369-8531           To Licensee:                 Mail &   Sorrent Inc.

  Messenger:   1800 Gateway Drive, Suite 200  San Mateo, CA 94404       Attention: Paul Zuzelo             E-mail:   pzuzelo@sorrent.com     Facsimile:   (650) 571-5698

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          With copies to:                 Mail &   Sorrent Inc.   Messenger:   1800 Gateway Drive, Suite 200       San Mateo, CA 94404       Attention: Greg Suarez             E-mail:   greg.suarez@sorrent.com             Facsimile:   (650) 571-5698

(b) Waiver, Modification: The terms of this Agreement may not be waived or modified except by an agreement in writing executed by the parties hereto. The waiver by either party of any breach of this Agreement by the other party must be in writing and shall not be deemed to be a waiver of any prior or succeeding breach.

(c) Relationship of the Parties: Nothing herein contained shall be construed to place the parties in the relationship of principal and agent, partners or joint venturers and neither party shall have the power to obligate or bind the other party in any manner whatsoever.

(d) No Assignment: Licensee may not assign any of its rights and obligations under this Agreement without the prior written consent of Fox; provided that Licensee may assign all of its rights and obligations hereunder to its successor in the event of a sale of all or substantially all of its assets or voting securities, or of the business unit associated with this Agreement. Subject to the foregoing, this Agreement will inure to the benefit of each parties successors and assigns. Any purported assignment or transfer except in accordance with the above shall be void and of no effect.

(e) Governing Law; Jurisdiction; Service of Process: This Agreement shall be construed in accordance with the laws of the State of California applicable to agreements executed and to be wholly performed therein. The parties hereto agree that any suit, action or proceeding arising out of or relating to this Agreement shall be instituted and prosecuted in the United States District Court for the Central District of California or in any court of competent jurisdiction of the State of California. The parties hereto irrevocably submit to the jurisdiction of said courts and waive any rights to object to or challenge the appropriateness of said forums. Service of process shall be in accordance with the laws of the State of California.

(f) Appointment/Change of Agent: Upon notice to Licensee, Fox may appoint an agent or designate a substitute agent from time to time to act on Fox's behalf to collect from Licensee and remit to Fox all Royalty payments due to Fox under this Agreement. The termination or substitution of an agent by Fox shall not affect the rights, duties, privileges or obligations of Fox or of Licensee hereunder. No agent so appointed is authorized to make any representation or warranty with respect to the ownership or title of the Property and or to approve the manufacture, sale or distribution of the Wireless Products.

Wireless Content License Agreement Multiple Properties / Sorrent, Inc. / Final PLZ



***** The omitted portions of this exhibit have been filed with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 406 promulgated under the Securities Act of 1933.

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(g) Binding Agreement: Licensee shall have no rights hereunder and neither Fox nor Trademark Licensor shall be bound hereby unless and until this Agreement has been accepted in writing by Fox. If Fox does not accept this Agreement, the parties shall be released from all liability and this document shall be of no force and effect.

(h) Limitation of Actions: No legal action shall be brought by Licensee under this Agreement unless commenced within 12 months from the date the cause of action arose.

(i) Severability: Should any paragraph, clause or provision of this Agreement be found invalid or unenforceable by any court having jurisdiction over this Agreement, the subject matter hereof, or the parties hereto, such decision shall affect only the paragraph, clause or provision so construed or interpreted and all remaining paragraphs, clauses or provisions shall remain valid and enforceable.

(j) Entire Agreement: There are no representations, warranties or covenants other than those set forth in this Agreement which sets forth the entire understanding among the parties hereto.

(k) Headings: The headings of the Paragraphs of this Agreement are for convenience only and shall not be of any effect in construing the meanings of the Paragraphs.

(l) Survival: The following Paragraphs shall survive the expiration or termination of this Agreement: 5; 6; 7; 11; 13(a)(iv); 14, and 16.

(m) Drafting: Because the parties hereto have participated in drafting and negotiating this Agreement, there shall be no presumption against any party on the ground that such party was responsible for preparing this Agreement or any part of it.

(n) Force Majeure: Neither party shall be liable for any delay or failure in performing any of its obligations hereunder when any such delay or failure is occasioned by causes or contingencies beyond its control, including but not limited to force majeure, fires, floods, war, strikes and governmental regulations, provided the party delaying or failing to perform shall promptly after its inception give written notice of such cause or contingency to the other party and provided further that the party giving such notice shall make all reasonable efforts to remove such disability as soon as possible. Notwithstanding the foregoing, in the event the events constituting force majeure cause a delay in performance of thirty consecutive days or more, either party may terminate this Agreement immediately upon written notice to the other party.

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By signing in the spaces provided below, the parties hereto have agreed to all of the terms and conditions of this Agreement.                   SORRENT, INC.       TWENTIETH CENTURY FOX LICENSING & MERCHANDISING, a division of Fox Entertainment Group, Inc.     (Licensee)                     (Fox)                   By   /s/ Paul Zuzelo       By   /s/ Jamie Samson

  Name Paul Zuzelo           Jamie Samson               Its Senior Vice President                     Its CAO & Exec. V.P.                               Date  December 17, 2004       Date  12/17/04

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EXHIBIT A

Properties

Major Releases:

Robots

Untitled Ridley Scott Film

Ice Age 2

Eragon

  •   The inclusion of Eragon shall be contingent upon Fox's acquisition of the rights to the Property and its ability to grant licensing and merchandising rights thereto. For the avoidance of doubt, there shall be no grant of rights to the Property from Fox to Licensee without Fox's prior written notice advising of Fox's acquisition of the rights to the Property and related licensing and merchandising rights. This Exhibit A and Exhibit E will be amended at such time that Fox can grant such rights.

Targeted Releases:

Untitled Mike Judge Film

Mr. & Mrs. Smith

Lady Luck

  •   The inclusion of Lady Luck shall be contingent upon Fox's acquisition of the rights to the Property and its ability to grant licensing and merchandising rights thereto. For the avoidance of doubt, there shall be no grant of rights to the Property from Fox to Licensee without Fox's prior written notice advising of Fox's acquisition of the rights to the Property and related licensing and merchandising rights. This Exhibit A and Exhibit H will be amended at such time that Fox can grant such rights.

TBD

TBD

TBD

TBD

TBD

The Properties set forth on this Exhibit A may be removed and substituted, or additional Properties may be included, in accordance with Paragraph 1(a) (i).

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EXHIBIT B

Robots Wireless Products

A minimum of:

12-D Java Game in connection with the initial theatrical release

1 3-D Java Game in connection with the DVD release

5 Java Applications ('Screensavers') (2 3-D Screensavers and 3 2-D Screensavers) in connection with the initial theatrical release

5 MMS

10 Wallpapers

5 Voicetones

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EXHIBIT C

Untitled Ridley Scott Film Wireless Products

A minimum of:

1 2-D Java Game, which shall include mutually agreed upon 3-D elements

1 Java Application ('Screensaver') where feasible

5 MMS

10 Wallpapers

5 Voicetones

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EXHIBIT D

Ice Age 2 Wireless Products

A minimum of:

1 Java Game (2-D or 3-D to be mutually agreed)

1 Java Application ('Screensaver') where feasible

5 MMS

10 Wallpapers

5 Voicetones

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EXHIBIT E

Eragon Wireless Products

A minimum of:

1 Java Game (2-D or 3-D to be mutually agreed)

1 Java Application ('Screensaver') where feasible

5 MMS

10 Wallpapers

5 Voicetones

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EXHIBIT F

Untitled Mike Judge Film Wireless Products

A minimum of:

1 Java Game (2-D or 3-D to be mutually agreed provided that if the parties are unable to reach an agreement, Licensee's decision will prevail)

1 Java Application ('Screensaver') where feasible

5 MMS

10 Wallpapers

5 Voicetones

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EXHIBIT G

Mr. & Mrs. Smith Wireless Products

A minimum of:

1 Java Game (2-D or 3-D to be mutually agreed provided that if the parties are unable to reach an agreement, Licensee's decision will prevail)

1 Java Application ('Screensaver') where feasible

5 MMS

10 Wallpapers

5 Voicetones, if talent agreements so allow

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EXHIBIT H

Lady Luck Wireless Products

A minimum of:

1 Java Game (2-D or 3-D to be mutually agreed provided that if the parties are unable to reach an agreement, Licensee's decision will prevail)

1 Java Application ('Screensaver') where feasible

5 MMS

10 Wallpapers

5 Voicetones, if talent agreements so allow

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EXHIBIT I

TBD Wireless Products

A minimum of:

1 Java Game (2-D or 3-D to be mutually agreed provided that if the parties are unable to reach an agreement, Licensee's decision will prevail)

1 Java Application ('Screensaver') where feasible

5 MMS

10 Wallpapers

5 Voicetones, if talent agreements so allow

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EXHIBIT J

TBD Wireless Products

A minimum of:

1 Java Game (2-D or 3-D to be mutually agreed provided that if the parties are unable to reach an agreement, Licensee's decision will prevail)

1 Java Application ('Screensaver') where feasible

5 MMS

10 Wallpapers

5 Voicetones, if talent agreements so allow

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EXHIBIT K

TBD Wireless Products

A minimum of:

1 Java Game (2-D or 3-D to be mutually agreed provided that if the parties are unable to reach an agreement, Licensee's decision will prevail)

1 Java Application ('Screensaver') where feasible

5 MMS

10 Wallpapers

5 Voicetones, if talent agreements so allow

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EXHIBIT L

TBD Wireless Products

A minimum of:

1 Java Game (2-D or 3-D to be mutually agreed provided that if the parties are unable to reach an agreement, Licensee's decision will prevail)

1 Java Application ('Screensaver') where feasible

5 MMS

10 Wallpapers

5 Voicetones, if talent agreements so allow

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EXHIBIT M

TBD Wireless Products

Up to:

1 Java Game (2-D or 3-D to be mutually agreed provided that if the parties are unable to reach an agreement, Licensee's decision will prevail)

1 Java Application ('Screensaver') where feasible

5 MMS

10 Wallpapers

5 Voicetones, if talent agreements so allow

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EXHIBIT N

Glossary

MMS stands for Multimedia Messaging Service — a store and forward messaging service that allows mobile subscribers to exchange multimedia messages with other mobile subscribers. MMS supports the transmission of additional media types: text, picture, audio, video and combinations of them.

Realtone or Trutone (also referred to as Master Tone) shall mean a digital, audio file containing an excerpt of a master recording of a musical composition, no more than 45 seconds in length, formatted for playback by a wireless device when such wireless device receives an incoming call.

Screensaver shall mean a Java application that replaces the image on a screen when the screen is not in use.

Wallpaper on a mobile phone shall mean the background pattern or picture against which mobile phone screen menus, icons, and other elements are displayed and moved around. A wallpaper image can be in a JPEG or a GIF file format. Each model/make of the mobile phone provides several pre- installed wallpaper images for the user to choose from. A user can also choose to download and install third-party wallpapers and use one of these instead.

Voicetone shall mean the audio speech sound heard by a caller, such as lines from a movie or spoken lyrics of a song.

Ringtone shall mean a digital, audio file containing a portion of a musical composition, no more than 45 seconds in length, formatted for playback by a wireless device when such wireless device receives an incoming call. For the avoidance of doubt, a Ring Tone may be either monophonic or polyphonic.

[Remaining definitions are TBD]

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EXHIBIT O Royalty Statement



TWENTIETH CENTURY FOX LICENSING & MERCHANDISING LICENSING STATEMENT OF ROYALTIES PAYABLE                                                                                       Licensee                               Contract Number:

Property                               Report Period Start Date:

Territory                               Report Period End Date:

    Wallpaper  Screensaver  MMS   Game   Ringer   Wallpaper  Screensaver  MMS   Game   Ringer Name/Likeness  No Music  No Music   No Music  No Music  No Music  Music   Music   Music   Music   Music None

1

2

3

4

5

6

7                                         Mail to:       Twentieth Century Fox Licensing & Merchandising   Total Net Sales

        P.O. Box 900           Royalty Rates

        Beverly Hills, CA 90213-0900           Royalty Earned

        Attn: Jimyong Kim           Less: Advance Balance

Street address:       2121 Avenue of the Stars, Room 4014           Royalty Payment Enclosed

        Los Angeles, CA 90067         -or-New Advance Balance

                                          This report is based on our books and records and is, to the best of my knowledge, true, correct             and complete for the period stated and complies with all contractual requirements         Minimum Guarantee Amount

NAME                       TITLE       Payment Required to Meet                                 Guarantee due on:

SIGNATURE                       DATE

NOTE: This report is required to be filed whether or not there were any sales for the period. For most licenses, the report is due no later than 30 days following every calendar quarter the agreement is active.

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EXHIBIT P

News America Incorporated Statement of Privacy Principles

PREAMBLE

News America Incorporated (News America) is the principal U.S. subsidiary of The News Corporation Limited, one of the world's largest media companies. The businesses of News America and its subsidiary, Fox Entertainment Group, Inc., include: the production and distribution of motion pictures, television programming and related consumer products (Twentieth Century Fox); television and cable broadcasting (the Fox Network, Fox owned television stations, Fox Sports Net, Fox Sports World, Fox Sports World Espaňol, Speedvision, Fox News Channel, FX and Fox Movie Channel); the publication of newspapers, books, magazines and promotional free-standing inserts (The New York Post, HarperCollins Publishers, The Weekly Standard and News America Marketing); sports franchises (the Los Angeles Dodgers); and marketing services (SmartSource/iGroup). In this Statement of Privacy Principles these businesses are collectively called the News America Group. At the News America Group we strive to enhance our relationship with consumers. Collecting personal information about consumers is vital to this effort. This Statement of Privacy Principles describes the policies and procedures of the News America Group's U.S.-based businesses for the collection, use, and dissemination of personally identifiable information about U.S. consumers in both the online and offline world. The Principles are based on the concepts of consumer notice and choice.* The News America Group is actively involved in the ongoing privacy debate and is continually monitoring privacy developments. Accordingly, from time to time we may modify these Privacy Principles to reflect changes in the law, self-regulatory initiatives and technology.

COLLECTION

The News America Group obtains personally identifiable information only if we believe the information is relevant to our relationship with a consumer or to assist us in creating a relationship with a consumer. We obtain personally identifiable information about consumers directly from consumers whenever possible, primarily in the course of providing them with products, information and services. When the News America Group obtains personally identifiable information from third-party sources, we use only reputable sources. In those instances where our information collection activities involve children, the News America Group provides special privacy protections.

NOTICE

When The News America Group collects personally identifiable information from consumers, we inform them about who is collecting the information, why it is being collected, how it is being collected, the types of uses we will make of the information, whether we will disclose the information to third parties and the types of third parties to whom we will disclose the information, and consumers' options regarding the use of their information.

Wireless Content License Agreement Multiple Properties / Sorrent, Inc. / Final PLZ

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Source: GLU MOBILE INC, S-1/A, 3/19/2007







CHOICE

The News America Group provides consumers with an opportunity to choose whether the business unit that collects their personally identifiable information may use it for purposes that are other than those for which the information was submitted, and whether the information may be shared with third parties.

USE OF PERSONAL INFORMATION

Inside the News America Group, we use personally identifiable information only in a manner consistent with these Privacy Principles. Personally identifiable information is available only to our employees, agents and contractors who have a business reason to have access to such information. The News America Group uses personally identifiable information to respond to our customers and to make decisions about the goods and services that the News America Group or its business partners provide or hope to provide to consumers. Subject to the exercise of consumer choice, personally identifiable information may be used for different purposes, or shared with our business partners. A News America Group business entity may disclose personally identifiable information without providing consumers with a choice in order to protect the rights of the companies within the News America Group or their respective employees, agents and contractors; to protect the safety and security of visitors to web sites operated by News America Group companies; to protect against fraud or for risk management purposes; or to comply with the law or legal process. In addition, if a News America Group entity sells all or part of one of its businesses, makes a sale or transfer of assets or is otherwise involved in a business merger or transfer, personally identifiable information may be transferred to a third party as part of that transaction.

SECURITY

The News America Group uses reasonable administrative, technical, personnel, and physical measures to safeguard personally identifiable information in its possession against loss, theft, and unauthorized use, disclosure or modification.

ACCESS, CORRECTION AND DELETION

Whenever possible, each News America Group business unit permits consumers to have a right to see the personally identifiable information that it has collected from them, to correct any information that is incorrect and to instruct the business unit to delete the information from its files.

REMEDIES

Consumers may contact a privacy officer at each News America Group business unit regarding privacy complaints and disputes.

COMPLIANCE

Each News America Group company will take appropriate measures to ensure compliance with these Privacy Principles.

Wireless Content License Agreement Multiple Properties / Sorrent, Inc. / Final PLZ

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Source: GLU MOBILE INC, S-1/A, 3/19/2007







EXHIBIT Q

LICENSEE COMPETITORS

Jamdat Mforma Digital Bridges Digital Chocolate Game Loft Infospace

Any further additions and/or deletions shall be mutually agreed and addressed via amendment to this Agreement.

Wireless Content License Agreement Multiple Properties / Sorrent, Inc. / Final PLZ

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Source: GLU MOBILE INC, S-1/A, 3/19/2007
[A]: Highlight the parts (if any) of this contract related to Covenant Not To Sue that should be reviewed by a lawyer. Details: Is a party restricted from contesting the validity of the counterparty’s ownership of intellectual property or otherwise bringing a claim against the counterparty for matters unrelated to the contract?


[Q]: EXHIBIT 10.9    DISTRIBUTOR AGREEMENT     This Distributor Agreement (the 'Agreement') dated [*] is between     Lucid Inc., a New York corporation, having a principal place of business at 2320 Brighton Henrietta T/L Road, Rochester NY 14623 And [*]  ('Distributor')     For good and valuable consideration, the parties hereby agree:     1. Appointment     A) Lucid appoints the Distributor and the Distributor accepts appointment as an exclusive authorized Lucid Distributor. The Distributor will be  entitled to purchase certain Lucid products and resell them to End User customers within the following market segments:- hospital and medical  research centres, including but not limited to dermatology, pathology, plastic surgery and mohs surgery departments, clinical research centres,  small animal research facilities, cosmetic and cosmeceutical companies.      B) The relationship of the parties under this Agreement is that of independent contractors and nothing contained herein shall be construed as  creating any partnership, joint venture or agency relationship between the Distributor and Lucid. Under no circumstances shall any employees of  one party be deemed the employees of the other for any purpose. The Distributor shall not have the authority to assume or create any obligation,  or make any representation of any kind on behalf of Lucid.     2. Term     A) The initial term of this Agreement shall be three (3) calendar years from the Agreement date. After the initial term, unless terminated, this  Agreement will automatically renew for periods of one (1) calendar year each.     3. Products     A) Lucid agrees to sell the following products to the Distributor: -      VivaScope in-vivo Confocal Microscope Model VS1500  VivaScope ex-vivo Confocal Microscope Model VS2500  VivaSCOPE in-vivo Confocal Microscope Model VS3000     B) Further products manufactured by Lucid will be discussed with the Distributor and by agreement will be added to this Agreement.





     4. Territory     A) The Distributor is appointed as an exclusive Distributor within the following territories: [*].     B) The Distributor agrees to act as a Distributor for Lucid within the above Territories and not to solicit any sales of the Product(s) outside the  above Territories.     5. Duties of The Distributor     A) The Distributor will use his best efforts to actively promote and sell the Product to all relevant End Users within all relevant market segments  within the Territory.      B) The Distributor agrees to undertake detailed sales demonstrations of the Product(s) to potential End Users within all relevant market segments  within the Territory.     C) The Distributor agrees to allow the End User to undertake sales evaluations (trials) of the product(s), using the Distributor's own  Demonstration Equipment as necessary.     D) The Distributor agrees to promote the Product(s) at all relevant trade shows, seminars and exhibitions held within the Territory. Lucid may, at  it's discretion, and in co-ordination with the Distributor when Lucid deems it necessary, at its own expense and in its own name, engage in  advertising activities of or hold or participate in exhibitions of the Product in the Territory.     E) The Distributors will not develop, manufacture or sell any equipment or service, which in any way can be considered to be competitive to the  equipment or service offered by Lucid to the Distributor as Product. Lucid reserves the right to inform the Distributor from time to time of specific  products and companies that Lucid considers to be competitive. A competitive product includes, but is not limited to, any product that would  infringe any claim of any Lucid owned or licensed patent issued or pending worldwide, whether or not corresponding patent claims are in force in  the Distributors territory or the sale of which would restrict sale of Lucid product.     F) The Distributor will provide to the End User, full installation and customer training of the Product(s).





     6. Personnel     A) The Distributor will employ as a minimum one full-time Lucid dedicated Product Manager sales professional, giving one hundred per cent of  their time to the promotion and sale of Lucid products.     7. Demonstration Equipment     A) The Distributor agrees to purchase demonstration products as new products are released subject to special pricing. The Distributor agrees to  use the demonstration equipment for the duties as noted in 5 A, B, C, D as above and not to re-sell this demonstration equipment to End Users.     8. Training     A) The Distributor agrees to have all sales professionals employed on Lucid products undergo sales training at an agreed location and to a level  approved by Lucid.     B) The Distributor agrees to allow Lucid to accompany the Distributor sales professionals during sales calls within the Territory as required.     C) The Distributor agrees to allow Lucid to participate in sales meetings for training purposes, held within the Distributor's facility.     9. Information     A) The Distributor will supply to Lucid, on a monthly basis, a detailed listing of all sales prospects within the Territory. A sales prospect is  considered by Lucid to be any End User who has expressed an interest in purchasing Lucid products.     B) The Distributor agrees to supply to Lucid on a monthly basis a detailed sales forecast, highlighting potential order dates of product.     C) The Distributor agrees to supply to Lucid, from time to time, with any competitive data emanating from the Territory.     D) The Distributor agrees to supply Lucid, on an annual basis, with a detailed sales plan for the Product(s), broken down by sales for each  individual country within the Territory. Any country or part of the territory that does not meet the sales expectations as forecasted by the  Distributor will be subject to review by Lucid and may subsequently be removed from the Territory. The first sales plan will be presented to Lucid  within three (3) months of the signing of this agreement and annual sales plans will be due on November 30 each year.





     E) The distributor agrees to keep Lucid informed of details of forthcoming and installed units together with customer details including customer  name, address and email details at a level sufficient to fulfil all requirements of US Government Export Administration Regulations and Lucid  quality audits.     10. Sub-Distribution     The Distributor shall not be entitled to engage sub-distributors or any other third party as his sub-agent for sales of the Product, without having  obtained Lucid's prior written approval. Such approval shall not be unreasonably withheld.     11. Intellectual Property     A) Lucid is the sole owner of all trademark symbols and logos under which the products will be sold. Lucid agrees that the Distributor may use the  appropriate trademarks to promote the sale of products in the Territory. Such use is only with Lucid's permission and must be related to the sale of  Lucid products. The Distributor acquires no rights to Lucid trademarks by selling Lucid products. The Distributor may not use Lucid trademarks,  symbols or logos as part of its business or corporate names.     B) The Distributor will assist Lucid in protecting Lucid's patents, copyright, trademarks and logos. The Distributor will inform Lucid of any known  or suspected violations of Lucid's patents, copyright, trademarks, symbols and logos. If Lucid requests, the Distributor will assist in protecting  such intellectual property from infringement.     12. Duties of Lucid     A) Lucid will supply to the Distributor, free of any charge, reasonable quantities of Product datasheets.     B) Lucid will supply to the Distributor, free of charge, images of skin in vivo. Lucid will make every reasonable effort to supply images of skin to  the Distributor, which are required by the Distributor for a particular End User application.     C) Lucid will make available free of charge to the Distributor the services of at least one suitable sales professional.     D) Lucid will make available free of charge to the Distributor the services of at least one Clinical Research Engineer. This person will normally  reside at Lucid's USA Headquarters but may from time to time assist the Distributor within the Territory.





     E) Lucid will make its facility in the USA available, from time to time, to the Distributor and the Distributor's sales force for sales training purposes.  Lucid will also offer this service to the Distributor for the introduction of potential End Users from the Territory.     13. Prices, Terms & Conditions of Sale     A) The Distributor may purchase Products from Lucid at the price published by Lucid, from time to time, in the International Distributor price list  (attached). Lucid agrees to allow the Distributor a discount of thirty (30) per cent against the published International Distributor price list.     B) All orders from the Distributor to Lucid will be subject to Lucid's standard terms and conditions of sale.     C) All prices are quoted by Lucid in US Dollars and are sold Ex Works, becoming the Distributor's property when despatched from the Lucid  facility.     14. Minimum Purchase Obligation     The Distributor agrees to purchase from Lucid minimum agreed quantity of product in the first, second and third years of the Agreement, excluding  demonstration product. These quantities to be agreed by both parties in the initial detailed sales plan noted in clause 9D and amended with further  agreement in subsequent annual sales plans     15. PAYMENT TERMS     The Distributor agrees to abide by Lucid's standard payment terms, which are as follows; One Hundred (100) per cent of order value by sixty ( 90 )  day irrevocable letter of credit when order is placed on Lucid.     16. TERMINATION     A) Either party may terminate this agreement by giving written Notice to the other party if:     i) The other party fails to perform or satisfy any of the conditions, covenants or obligations of this Agreement.  ii) The other party files or has filed against it, a petition seeking relief under any bankruptcy, insolvency, reorganisation, moratorium, liquidation or  similar law affecting creditors' rights     B) In addition, Lucid may terminate this agreement by giving the Distributor Written Notice if there is any change of control, ownership or  management of the Distributor.





     C) Either party may terminate this agreement by providing Ninety days Written Notice.     17. EFFECT OF TERMINATION     A) Upon the termination of this Agreement:     1. The Distributor shall terminate any registration it has made as a Lucid Distributor.  2. Distributor will immediately return any samples, sales literature, promotional materials and other documents supplied to the Distributor free of  charge from Lucid.  3. Any right to use Lucid patents, copyrights, trademarks, symbols and logos shall immediately cease.     B) If this Agreement is terminated Lucid shall not be liable for any incidental, indirect; special punitive of consequential damages of any kind,  including any perceived or real market development costs.     18. Incident and Traceability Reporting     A) DISTRIBUTOR will IMMEDIATELY report via telephone communication to Lucid any incidents that involve the use of PRODUCTS sold by the  DISTRIBUTOR to end users that affect patient safety or well-being (an INCIDENT). Such oral incident reporting will be followed immediately by  a written incident report that documents the detailed conditions that resulted in the INCIDENT and Distributor shall thereafter co-operate with  Lucid in the investigation of any and all conditions that led to, or resulted from the INCIDENT.     B) DISTRIBUTOR will routinely, but not less than annually, report in writing to Lucid, documenting the end users to which PRODUCTS have been  sold, including the address, telephone number and name of a person who is the primary emergency contact. Lucid will use this information in the  event of Lucid issuing a product recall of the PRODUCT for safety or other reasons. If such an event occurs, and upon Lucid's request, the  DISTRIBUTOR will immediately provide Lucid with the names, addresses, telephone numbers and emergency contact personnel of any end user  sites not previously reported to Lucid.     19. LIMITATION OF LIABILITY     A) Lucid does not guarantee delivery of Product by any particular date. If Lucid accepts Distributor's order and fails to deliver ordered products,  Distributors sole remedy will be limited to refund of money paid to Lucid for any undelivered products.     B) Lucid will not have any liability or responsibility to Distributor or any other person or entity for any consequential, indirect, special, punitive or  incidental damages or lost profits, whether foreseeable or unforeseeable, based on





     claims of Distributor or Distributor's customers (including but not limited to, claims for loss of data, goodwill, profits, use of money or use of  product, interruption in use or availability of data stoppage or other work or impairment or assets) arising out of breach or failure of express or  implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise, except only in the case of death or personal  injury where and to the extent that applicable law requires such liability. In no event will the aggregate liability incurred by Lucid in any action or  proceeding exceed the total amount actually paid to Lucid by Distributor for the purchase of the products that actually caused the damage or loss.     20. Governing Law     A) This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, USA without regard to conflict of  laws principles.     21. NOTICE     A) All notices required herein (NOTICE) shall be given in English language. Notices must be sent postage pre-paid, and (a) delivered personally  against written receipt (b) transmitted via facsimile or (c) sent by nationally recognised overnight courier service, or (d) sent via first class certified  mail, return receipt requested, to the address listed above. Any change of addresser fax number must be designated in writing and served in  accordance with this Section. Notice shall be effective (a) upon receipt if personally delivered (b) upon confirmation of transmission if sent via  facsimile and (c) two (2) business days after deposit with the courier or an official depository of the US Post Office, if sent via recognised  overnight courier of via Certified Mail, as the case may be.     22 ENTIRE AGREEMENT:     A) This Agreement, including the Price List attached hereto, as amended from time to time, constitutes the entire understanding between the  parties with respect to the subject matter of this Agreement and supersedes and replaces all previous proposals, both oral and written,  negotiations, representations, commitments, writings, contracts, agreements and all other communications between the two parties.     Signatures on the next page





     IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date first above written.





                                LUCID Inc.    [*]              By    By              Marcy K. Davis-McHugh    [*]              TITLE    TITLE:              Corporate Vice President



          DATE [*]    DATE: [*]



                    SIGNATURE    SIGNATURE
[A]:
Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.