In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.

Example Input: 1 EXHIBIT 10.4

MARKETING AND TRANSPORTATION SERVICES AGREEMENT

THIS AGREEMENT made in duplicate this 20 day of November, 1995.

B E T W E E N:

PUROLATOR COURIER LTD. (Purolator) - and - PARCELWAY COURIER SYSTEMS CANADA LTD. a subsidiary of Dynamex Inc. (Dynamex)

WHEREAS Purolator inter alia, is licensed to provide courier services for compensation across Canada and the United States of America;

AND WHEREAS Dynamex inter alia, is licensed to provide courier services for compensation across Canada and the United States of America;

AND WHEREAS Purolator's principal business activity is next day or multiple day service:

AND WHEREAS Dynamex' principal business is sameday service;

AND WHEREAS Purolator and Dynamex wish to cooperate, as independent contractors, in the marketing of their respective services and in the provision of those services to their respective customers;

NOW THEREFORE in consideration of the mutual covenants contained in this Agreement, the Parties hereto agree as follows:

1.0 DEFINITIONS

1.1 The following words shall have the following meanings throughout this Agreement: a) Agreement means this Agreement and all Schedules annexed hereto, as amended from time to time by the Parties;

b) Freight means any goods directed to one Party by the other for pick up and/or delivery;

c) Force Majeure means

i) An Act of God;

ii) A strike, lock out or other labour disturbance;

2 - 2 -

iii) A war, revolution, insurrection, riot, blockade or any other unlawful act against public order authority; iv) A storm, fire, flood, explosion, lightening or other hazardous weather condition; v) Any Ministry of Transportation road closure or other acts of government or transport authorities which are beyond the control of the Parties; vi) Any air traffic control delays, cancellations, reroutes or other acts of government, airport or aviation authorities, which are beyond the control of the Parties; vii) Any loss, hijacking, government seizure or diversion.

1.2 All references to currency in this Agreement shall be to Canadian currency, unless otherwise indicated.

1.3 All references to days in this Agreement are references to calendar days unless the reference is to business days, in which case business days shall be interpreted as business days as designated in the Province of Ontario.

2.0 TERM

2.1 This Agreement shall be effective from the date first above written and shall continue indefinitely until terminated by either Party in accordance with the provisions of this Agreement.

3.0 SCOPE OF SERVICES

3.1 Subject to the terms and conditions hereinafter set out, Purolator agrees to do the following:

i) Offer sameday courier services to its customers under the Purolator name and trade-mark;

ii) Tender to Dynamex all sameday courier service requests that it receives;

iii) In connection with such sameday service requests, Purolator will handle the customer request, will dispatch the pickup request to Dynamex, will be responsible for billing the customer for the service and collecting the revenue and provide such sales and marketing service, in conjunction with Dynamex, as may be necessary;

iv) Will provide its next day and multiple day transportation services to Dynamex' customers as may be required from time to time, such services to be provided in accordance with the service standards set out in Schedule A attached hereto, which service standards may be amended from time to time;

3 - 3 -

v) In providing such next day or multiple day services, agrees to provide customer service, dispatch, pickup and delivery, tracing and tracking, together with joint sales and marketing efforts with Dynamex, and will invoice Dynamex for the services provided at the rates provided for herein.

3.2 Subject to the terms and conditions hereinafter set out, Dynamex agrees to do the following:

i) Offer overnight courier services to its customers under the Dynamex name and trade-mark;

ii) Tender to Purolator all overnight courier service requests that it receives;

iii) In connection with such overnight service requests, will handle the customer request, will dispatch the pickup request to Purolator, will be responsible for billing the customer for the service and collecting the revenue and provide such sales and marketing service, in conjunction with Purolator, as may be necessary;

iv) Will provide its sameday transportation services to Purolator's customers as may be required from time to time, such services to be provided in accordance with the service standards set out in Schedule B attached hereto, which service standards may be amended from time to time;

v) In providing such sameday services, agrees to provide customer service, dispatch, pickup and delivery, tracing and tracking, together with joint sales and marketing efforts with Purolator, and will invoice Purolator for the services provided, at the rates provided for herein.

3.3 For greater certainty, it is understood and agreed that either Party, in providing the services referred in 3.1 and 3.2 above, may agree to a variation of the services to be provided, including but not limited to who shall provide pick up and delivery, tracking, tracing, dispatch or other services.

3.4 Each Party agrees to provide the services outlined above at an on time performance level of no less than ninety percent (90%) of the scheduled delivery time, excluding delays caused by the other Party or events of Force Majeure. Monthly, the performance level shall be measured as set out above. Failure to provide services as set out herein constitutes a Monthly Service Failure.

3.5 Except for the joint marketing efforts referred to in Section 3.1 (v) above, Purolator agrees not to directly or indirectly solicit next day or multiple day freight from existing sameday customers of Dynamex. 4 3.6 Except for the joint marketing efforts referred to in Section 3.1 (v) above, Dynamex agrees not to directly or indirectly solicit overnight freight from customers of Purolator.

3.7 Purolator agrees to tender to Dynamex all sameday service requests that it receives.

3.8 Dynamex agrees to tender to Purolator all next day and multiple day transportation requests to Purolator for delivery.

3.9 Dynamex agrees not to provide sameday delivery services for any other provider of next day or multiple day courier services. It is understood and agreed that Dynamex, from time to time and upon request, may provide pick-up and/or delivery services for other next-day or multiple day courier service providers, as part of their next-day and multiple day service commitment, provided Dynamex' services will not result in the provision of same day service to the customer of the provider of next-day or multiple day courier service.

Dynamex may continue to provide the same day service it currently provides to Alltours customers, provided revenue to Dynamex from this business does not exceed Five Thousand Dollars ($5,000.00) per month provided there is no change in control, direct or indirect, in Alltours.

3.10 It is understood and agreed by the Parties that each Party presently offers a number of services which are complementary to those provided for herein, including but not limited to mail room management services and building distribution services. In that regard, Dynamex offers its services as Dynamex while Purolator offers its services under the name Distribution Management Services Inc. or DMS. It is understood and agreed that nothing in this Agreement shall prevent the Parties from continuing to provide such services or their continued development of such services/operations.

3.11 The Parties covenant and agree that this Agreement shall cover their services throughout Canada and the United States of America. If either Party desires to enter into an agreement with another party providing for services similar to those provided for herein, in either Canada or the United States of America or both, or to provide services similar to those provided for herein without an agreement, then same can only be done with the prior written consent of the other Party. It is understood and agreed that Dynamex may enter into an Agreement with another party to provide its services as described herein in the United States, provided however that any such agreement shall not preclude or prevent Dynamex from providing such Services to Purolator in the United States.

3.12 Attached hereto as Schedule C to this Agreement is the Operational Plan for this Agreement. The Operational Plan details the obligations and responsibilities of the Parties pursuant to this Agreement, including but not limited to details as to the handling of freight, the exchange of freight, customer service, billing, invoicing, track and

5 tracing responsibilities. Monthly, the Parties shall conduct operational meetings to adjust co-ordination, operational planning and any other requirements determined by the Parties from time to time.

4.0 RATES

4.1 Subject to all other terms and conditions of this Agreement, Purolator shall pay to Dynamex the rates set forth in Schedule D.

4.2 Subject to all other terms and conditions of this Agreement, Dynamex shall pay to Purolator the rates set forth in Schedule E.

5.0 PAYMENT PROCEDURES

5.1 Each Party shall invoice the other twice a month, effective the fifteenth (15th) day and the last day of the month for services rendered for the period since the last invoicing.

5.2 Every invoice shall be accompanied by supporting documentation to substantiate same. Failure to provide such documentation shall result in payment of only the invoiced amount which is supported by the documentation.

Any amounts invoiced which are not supported by documentation shall not be paid until such time as documentation is provided by the invoicing Party.

It is understood and agreed that Bills of Lading will not be required as supporting documentation.

5.3 Dynamex must forward all invoices in duplicate and required documentation pertaining to this Agreement, to the attention of:

Purolator Courier Ltd. 5995 Avebury Road, Suite 500 Mississauga, Ontario L5R 3T8

Attention: Finance

5.4 Purolator must forward all invoices in duplicate and required documentation pertaining to this Agreement, to the attention of:

Dynamex Express 2630 Skymark Avenue Mississauga, Ontario L4W 5A4

5.5 Every invoice shall be reviewed by the invoiced Party and subject to paragraphs 5.2, shall pay the invoice net fifteen (15) days from the date of invoicing. Invoices shall be delivered to the invoiced Party within three (3) days of the date of invoicing.

6 - 6 -

5.6 Interest, at the prime rate then charged to commercial customers by the Canadian Imperil Bank of Commerce (Toronto Main Branch), shall be payable on all amounts overdue for thirty (30) days or more.

5.7 Any discrepancy in an invoice which is discovered by either Party may result in the issuance of a debit note or credit note by the appropriate Party, and notwithstanding any prior payment, the same shall be accompanied by supporting documentation. Payment shall be made by the appropriate Party net fifteen (15) days from receipt and acceptance of the documentation.

5.8 (a) The Parties acknowledge and agree that the Services to be provided hereunder constitute the supply of freight transportation services in the course of the continuous movement of freight, also referred to as interlining. Accordingly, the Services under this Agreement are zero-rated for the purposes of the Goods and Services Tax (hereinafter referred to as GST) pursuant to Section 1 of Part VII of Schedule VI of the Excise Tax Act, R.S.C. 1985, Chapter E-15, as amended from time to time.

(b) In the event that GST or any other value added or sales taxes are applicable at any time during the Term of this Agreement:

(i) Either party shall be liable for the same, if applicable;

(ii) Either Party shall identify such tax separately on each invoice; and

(iii) Either Party's GST registration number shall appear on each invoice.

6.0 LIABILITY FOR LOSS OR DAMAGE

6.1 A Party shall be liable to the other for loss, damage or delay to Freight due to its acts or omissions, including its negligence, and those of its employees, agents and those for whom in law it is responsible and occurring while Freight is in its care, custody or control. For the purpose of this Agreement, Freight shall be considered in the care, custody or control of a Party from the time it is tendered to it by the other Party or the other Party's customer until the time of its delivery to the other Party or the consignee, as intended. For greater certainty, a Party shall not be liable hereunder if the Freight is damaged solely as a result of improper packing.

6.2 A Party shall, in the event of loss, damage or delay to Freight while in its care, custody or control, immediately notify the other Party of the loss or damage, carry out an investigation of the incident to determine the cause of such loss, damage or delay and shall within

7 thirty (30) days of the event of loss, damage or delay or knowledge of such incident of loss, damage or delay, whichever is later, as the case may be, report its findings to the other Party. All costs associated with such investigation shall be the responsibility of such Party if the loss, damage or delay was due to the acts or omissions or those of its employees, agents or those for whom in law its is responsible; otherwise, the costs shall be shared equally by the Parties hereto.

6.3 A party shall, for any loss, damage or delay to Freight while in its care, custody or control, forthwith pay to the other Party the actual damages suffered by such other Party. Such liability shall not exceed the other Party's contractual liability to its customers. The Parties acknowledge that their contract of carriage with their customers provides that liability for loss, damage or delay, including liability for consequential loss, is limited to Four Dollars and Forty One Cents ($4.41) per kilogram or Two Dollars ($2.00) per pound unless a higher value has been declared for insurance purposes.

7.0 SET-OFF

7.1 A Party shall pay to the other the full amount of any paid claim, loss or damage for which it is liable within forty five (45) days following presentation of supporting documentation. If a Party fails to pay following presentation of supporting documentation then the other Party shall have the right to deduct the amount of such claim, loss or damage from any monies due or becoming due to the first Party by the second Party.

8.0 INDEMNIFICATION

8.1 Each Party shall at all times indemnify and hold harmless the other, its directors, officers, employees and any others for whom it may be responsible in law, from and against all claims, including claims made by the indemnifying Party's personnel under worker's compensation legislation, demands, awards, judgments, actions and proceedings by whomsoever made, brought or prosecuted in respect of loss of, damage to or destruction of property (including loss or damage sustained by the indemnifying party) or personal injury including death and from and against any and all loss or, damage to or destruction of property, expenses and costs (including legal fees and disbursements) suffered or incurred by the indemnifying Party, its directors, officers, employees

and any others for whom it may be responsible in law, arising out of or in any way connected with the indemnifying Party, its directors, officers, employees and any others for whom it may be responsible in law, arising out of or in any way connected with the indemnifying Party provision of Services under this Agreement and whether or not caused by the indemnifying Party's negligence. Loss or damage sustained by the indemnifying Party shall also include loss as a result of loss of use.

8 - 8 -

8.2 Notwithstanding anything contained herein to the contrary, the indemnifying party's liability to the other hereunder shall not exceed the insurance coverage set out in Section 9.0.

9.0 INSURANCE

9.1 Each Party shall purchase and maintain, at its own expense, the following insurance coverages:

(a) cargo liability insurance, subject to a combined single limit of not less than One Hundred Thousand dollars ($100,000.00) inclusive per occurrence. The other Party shall be named as an additional insured and the policy shall contain a cross liability clause;

(b) automobile, non-owned automobile, fleet, comprehensive general, public and property liability insurance with a limit of not less than Two Million dollars ($2,000,000.00) inclusive of bodily injury and property damage for any one occurrence arising out of one (1) cause. The policy shall cover all non-air operations, non-owned automobile, contractual liability and liability specifically assumed under this Agreement. The other party shall be named as an additional insured and the policy shall contain a cross liability clause;

9.2 Each Party shall deliver to the other, prior to commencing to provide the Services and thereafter, annually, a certificate or certificates of insurance evidencing that the required insurance coverages as provided for in paragraph 9.1 are in effect and that each Party shall be given thirty (30) days prior written notice of cancellation or expiry of or material change to such insurance coverages.

9.3 The Policies set out in paragraph 9.1 shall contain a waiver of subrogation rights in favour of the other Party, its officers, directors, employees and any others for whom it may be responsible in law.

9.4 Each Party shall maintain the insurance coverages provided for in paragraph 9.1 hereof, in full force and effect during the term of this Agreement and covenants that nothing shall be done whereby any policy will be cancelled and shall pay all renewal premiums thereon on or before the due date and shall forthwith furnish the other Party with copies of certificates of insurance of such renewals.

9.5 The policies set out in paragraph 9.1 shall not limit the insurance required by municipal, provincial, federal or other law. It shall be the sole responsibility of each Party to determine what additional insurance coverages, if any, are necessary and advisable for its own protection

9 - 9 -

or to fulfil its obligations under this Agreement. Any such additional insurance shall be provided and maintained by that Party at its own expense.

9.6 Each Party shall ensure that any subcontractor or other party with whom it contracts in providing the Services shall carry adequate insurance coverage, but not less than that provided in paragraph 9.1.

10.1 COMPLIANCE WITH LAW

10.1 (a) Each Party shall comply with all legislation directly or indirectly applicable to the performance of its obligations under this Agreement.

(b) Each Party shall notify the other at least thirty (30) days or in any event as soon as possible, before any change is made in its licences or operating authorities which may affect in any way the performance of any of its obligations under this Agreement.

11.0 PROTECTION OF FREIGHT

11.1 Each Party shall take all reasonable measures to ensure that Freight in its care, custody or control is protected at all times from theft, weather and all other damage or danger, and without restricting the foregoing, shall ensure that:

(a) Freight is not kept out-of-doors except for purposes of loading or off loading; and

(b) If at any time Freight is not under its complete visual and physical control, it shall provide a secure storage area

in a facility at its own cost.

12.0 SECURITY

12.1 Each Party shall ensure that all reasonable security and investigation measures are implemented including but not limited to the provisions set forth in Schedule F respecting the provision of Services.

12.2 Each Party shall implement and put in place security and investigation procedures to ensure the protection and security of Freight. These procedures shall include spot checks, inspections, reporting, investigations and any other procedures to ensure not only that the Services required by the other Party are provided but that the Services are provided in accordance with industry standards.

10 - 10 -

13.0 DANGEROUS GOODS

13.1 The Parties acknowledge that the Transportation of Dangerous Goods Act, S.C. 1992, c.34, as amended from time to time (hereinafter referred to as the TDGA) prohibits transportation of any explosive, dangerous or destructive substance, or anything likely to injure or damage property or persons (hereinafter referred to as Dangerous Goods) unless the requirements of the TDGA are met. The Parties agree that they only intend for Dangerous Goods to be carried pursuant to this Agreement if the requirements of the TDGA are met and both Parties are aware that such goods are being carried. Notwithstanding the foregoing, the Parties agree that neither Dynamex nor Purolator shall be under any obligation or duty whatsoever to open for prior inspection any Freight tendered to Dynamex pursuant to this Agreement. Neither Party shall be responsible for any losses or damage whatsoever that may be sustained by the other Party, its directors, officers, employees and any persons for whom it may become responsible in law, as a result of any Dangerous Goods contained in Freight unless such Party had actual prior knowledge of the presence of Dangerous Goods. In the event a Party had actual prior knowledge of the presence of Dangerous Goods, then it shall be liable for loss or damage to the other Party if it would otherwise be liable under this Agreement or at law.

13.2 Each Party must comply with the placarding and all other regulations applicable to the handling of Dangerous Goods. The Parties agree to maintain at their own expense a current Dangerous Goods Training Certificate for both air and ground shipments for itself and its operators during the term of this Agreement and to provide the other Party with a copy of same upon execution of the Agreement and thereafter, as the Parties request, failure of which may result in the termination of this Agreement immediately by the other Party.

13.3 The Parties agree to ensure that their respective Dangerous Goods Handling Procedures are compatible to ensure complete adherence with the Legislation and Regulations. Each Party agrees to promptly advise the other of any changes to its Dangerous Goods Handling Procedures.

14.0 RECORDS AND REPORTS 14.1 Each Party shall maintain performance reports, comparing actual to scheduled departure and arrival times for Services provided. Such reports shall be made available for review by the other Party and in connection with same, a Party shall provide copies of all data and records relating thereto.

11 - 11 -

14.2 Each Party shall maintain complete maintenance and operational records.

14.3 Each Party shall keep accurate books, accounts and records covering all transactions relating to this Agreement, including books of original entry, and upon request from the other Party, shall allow access to same.

14.4 Either Party shall have the right to request the other to provide, through an auditor agreed to by the Parties, validation of the information and data referred to herein.

15.0 CONTINGENCY PLANS

15.1 In the event a Party is unable to provide the Services as a result of a strike or other labour disruption caused by its employees, it shall attempt to subcontract the Services to another operator or operators, acceptable to the other Party. Such Services shall be provided by such subcontractor/subcontractors on the same terms and conditions herein set out and will be continued to be provided during the period of any such strike or labour disruption, unless this Agreement is otherwise terminated pursuant to the provisions of this Agreement. It is understood and agreed that, if such Party provides the Services by subcontracting to another operator/operators, then it shall be deemed not to be in default pursuant to paragraph 17.1(c). Notwithstanding same, all other default provisions as set out in paragraph 17, continue to apply.

16.0 SERVICE FAILURE REMEDIES

16.1 In the event that Monthly Performance Failures occur more than three (3) times in any twelve (12) month period, an Event of Default shall have occurred.

17.0 DEFAULT PROVISIONS

17.1 For the purposes of this Agreement, the following shall constitute events of default by a Party (hereinafter referred to as Events of Default):

(a) if a petition is filed against it under any applicable bankruptcy legislation and is not withdrawn or dismissed within sixty (60) days thereafter;

(b) if a resolution is passed by it respecting the sale of all or substantially all of its assets, or an order for the winding up of its business is made, or it otherwise agrees to make a bulk sale of it's assets;

(c) if it ceases or threatens to cease to carry on its business;

12 - 12 -

(d) if it commits or threatens to commit an act of bankruptcy, or if it becomes insolvent or bankrupt or makes an assignment or if a receiver or receiver manager is appointed in respect of its business and affairs of either by way of private instrument or through court proceedings;

(e) if a judgment or order is entered with respect to it under the Company Creditors Arrangement Act R.S.C. 1985, Chapter C-36, as amended, or similar legislation, or it takes advantage of the provisions of any bankruptcy or insolvency legislation;

(f) if any execution, or any other process of any court becomes enforceable against all or substantially all of it's property or if a distress or analogous process is levied against all or substantially all of its property;

(g) if it is in default as per paragraph 16.1 hereof; or

(h) if it otherwise neglects or fails to perform or observe any of its obligations under this Agreement and fails to cure the breach or default within thirty (30) days of written notice to the other Party.

17.2 Upon the occurrence of an Event of Default and in addition to any rights or remedies available to it under this Agreement or at law or in equity, the Party not in default may exercise any or all of the following remedies:

(a) terminate this Agreement, upon giving one hundred and twenty (120) days written notice, otherwise upon written notice with respect to 17.1 (g) and (h);

(b) recover from the defaulting Party any and all monies then due and to become due; and

(c) take possession, immediately, without demand or notice, without any court order or other process of law, any and all of its property (including bags and containers) and Freight received by the defaulting Party under this Agreement.

17.3 Termination of this Agreement shall be without prejudice to any other rights of the Party not in default, including the right to claim damages, and to the rights of the Parties that have accrued prior to termination.

17.4 In the event the Defaulting Party fails to pay any amount due pursuant to paragraph 17.2, then the other Party shall have the right to deduct same from any amount due or to become due to the defaulting Party. 13 - 13 -

18.0 PERFORMANCE PENALTIES

18.1 In the event a Party has, in any twelve (12) month period, more than three (3) Monthly Performance Failures, then the defaulting Party shall pay a penalty to the Party not in default, which the Parties acknowledge is a pre-estimation of damages suffered by the non-defaulting Party due to the current month's Monthly Performance Failure (Default Month).

For each Default Month, the Party in default shall pay a penalty equal to five (5) times the Party not in default's corporate average yield during the Default Month for each shipment below the performance

commitment.

For example, if the defaulting Party, in a Default Month, provided services at an eighty five percent (85%) level and the average yield for the Default Month of the Party not in default is ten dollars ($10.00) and the total number of shipments handled by the defaulting Party pursuant to this Agreement is one hundred (100), then the penalty would be equal to 5 x[(Performance Commitment - Actual Performance Level) x # of shipments] x average yield or 5 x [(90-85) x 100] x 10 = $250.00. 100 19.0 TERMINATION WITHOUT CAUSE

19.1 Either Party may terminate this Agreement, without cause, by giving two (2) years written notice.

19.2 In the event of a change in control of a Party, the other Party shall have the right, upon written prior notice, to terminate this Agreement.

20.0 NOTICE

20.1 Any notice or other communication with respect to this Agreement shall be in writing and shall be effectively given if delivered, or sent (postage or other charges prepaid) by letter, facsimile or electronic means addressed:

(a) in the case of Purolator to: Purolator Courier Ltd. 5995 Avebury Road, Suite 500 Mississauga, Ontario L5R 3T8 Attention:

(b) in the case of Dynamex:

Dynamex Inc. 2630 Skymark Avenue Suite 610 Mississauga, Ontario L4W 5A4 14 - 14 -

or to any other address of which the Party in question advises to the other Party in writing. Any notice that is delivered shall be deemed to have been received on delivery; any notice sent by facsimile or electronic means shall be deemed to have been received when sent and receipt confirmed and any notice that is mailed shall be deemed to have been received five (5) business days after being mailed. In the event of a postal disruption, service to be effective must be delivered or sent by facsimile.

21.0 REPRESENTATIONS AND WARRANTIES

21.1 Dynamex represents and warrants that:

(a) it has the capacity, power and lawful authority to enter into this Agreement and to fulfill any and all covenants set forth in this Agreement to be fulfilled by it;

(b) the terms of this Agreement are not in breach of any law, regulation, by-law, agreement, charter document or covenant by which Dynamex is governed or bound;

(c) all necessary licenses, permits, consents or approvals of, notices to or registrations with or the taking of any other action in respect of any governmental authority or agency required to be obtained or accomplished by Dynamex has been obtained or accomplished and are in good standing; and

(d) there are no pending or threatened actions or proceedings to Dynamex is a Party, or which is before any court or administrative agency, which might materially adversely affect the financial or other condition, business, assets, liabilities or operations of Dynamex or the ability of Dynamex to perform its obligations under this Agreement;

20.2 Purolator represents and warrants that:

(a) it has the capacity, power and lawful authority to enter into this Agreement and to fulfill any and all covenants set forth in this Agreement to be fulfilled by it;

(b) the terms of this Agreement are not in breach of any law, regulation, by-law, agreement, charter document or covenant by which Purolator is governed or bound;

(c) all necessary licenses, permits, consents or approvals of, notices to or registrations with or the taking of any other action in respect of any 15 - 15 - governmental authority or agency required to be obtained or accomplished by Purolator has been obtained or accomplished

and are in good standing; and

(d) there are no pending or threatened actions or proceedings to which Purolator is a Party, or which is before any court or administrative agency, which might materially adversely affect the financial or other condition, business, assets, liabilities or operations of Purolator or the ability of Dynamex to perform its obligations under this Agreement;

22.0 FORCE MAJEURE

22.1 No Party hereto shall be in breach of this Agreement by reason of a delay in the performance of, or failure to perform, any of its obligations hereunder if such a delay or failure is a result of an event of Force Majeure. 22.2 Each of the Parties hereto shall minimize, to the extent reasonably practicable, the impact on either Party of any of the events of Force Majeure in its performance of its obligations under this Agreement.

22.3 The Party invoking an event of Force Majeure shall immediately notify in writing the other Party of such occurrence, whereupon the other Party shall confirm in writing having received such notice of the occurrence of an event of Force Majeure.

23.0 ASSIGNMENT

23.1 Neither Party shall sell, assign, subcontract, transfer or dispose of this Agreement or any part thereof, without the prior written consent of the other Party or otherwise enter into an agreement with any other Party for Services contemplated herein.

23.2 The terms and conditions of any such subcontract shall respect the terms and conditions of this Agreement and in all cases shall be of equivalent or higher standards. Neither Party shall reveal the contents of this Agreement; however a Party may enter into identical agreements with its connectors, and/or subcontractors, as the case may be, with respect to the terms and conditions of this Agreement, save and except rates.

24.0 ENTIRE AGREEMENT

24.1 This Agreement and all Schedules attached hereto, embody the entire agreement of the Parties hereto and no representation, understanding, or agreement, verbal or otherwise exists between the Parties except as herein expressly provided. 16 - 16 -

24.2 The following order of precedence shall be given in the event of a conflict between the documents comprising the Agreement:

(a) Agreement (b) Schedules, and (c) the operating plan and any amendments thereto.

25.0 WAIVER

25.1 Failure of any Party to enforce or insist upon compliance with any of the terms or conditions of this Agreement shall not constitute a general waiver or relinquishment of any such terms or conditions but the same shall be and remain at all times in full force and effect.

26.0 HEADINGS AND CAPTIONS

26.1 Headings and captions are inserted for each section of this Agreement for convenience only and in no way define, limit or describe the scope of intent of this Agreement, nor shall they have any effect in regard to its interpretation.

27.0 AMENDMENTS

27.1 Unless otherwise provided herein, this Agreement shall not in any manner be supplemented, amended or modified except by written instrument executed on behalf of both Parties by their duly authorized representatives.

28.0 SINGULAR/PLURAL

28.1 Whenever, in this Agreement, the context requires or permits the singular number shall be read as if plural were expressed.

29.0 SEPARATE COUNTERPARTS

29.1 This Agreement may be executed in several counterparts, each of which, when so executed, shall be deemed to be an original of this Agreement and such counterparts together shall constitute but one and the same instrument.

30.0 TIME

30.1 Time shall, in all respects, be of the essence in each and every of the terms, covenants, obligations and conditions in this Agreement.

31.0 SEVERABILITY

31.1 In the event that any provision of this Agreement is invalid, unenforceable or illegal, then such provision shall be severed from this Agreement and this Agreement shall be read as if such provision were not part of this Agreement and provided such severance does not 17 - 17 -

substantially frustrate the intention of this Agreement, such invalidity or unenforceability or illegality shall not affect any other provision of this Agreement.

32.0 BINDING EFFECT

32.1 This Agreement shall enure to the benefit of and be binding upon the Parties hereto, successors and assigns.

33.0 RELATIONSHIP OF THE PARTIES

33.1 The Parties recognize that they operate as an independent business and declare that nothing in this Agreement shall be construed as creating a relationship of employment, joint venture, partnership or agency between Purolator and Dynamex, and no act or omission of either Party shall bind or obligate the other except as expressly set forth in this Agreement. The Parties agree that no representation will be made or acts undertaken by either of them which could establish or imply any apparent relationship of agency, partnership, joint venture or employment and neither Party shall be bound in any manner whatsoever by any agreements, warranties, representatives or actions of the other Party to such effect.

34.0 CONFIDENTIAL INFORMATION

34.1 The Parties recognize that this Agreement contains information which is commercially sensitive and agree to keep the entire contents of this Agreement confidential and not to make any disclosures to any third Parties (other than their professional and financial advisers who agree to be bound by this provision) unless required by law to do so or unless prior written consent is obtained from the other Party. 35.0 TRADE-MARKS

35.1 Each Party's trade-marks, distinctive colours and designs used in connection with the Services shall remain at all times during the term of this Agreement and on the expiration or termination thereof, the exclusive property of each Party and any benefit associated with such use shall accrue solely to that Party. Each Party shall use the other Party's trade-mark, distinctive colours and designs only with the prior written consent of the other Party and only in connection with the services provided hereunder.

36.0 LAW OF THE AGREEMENT

36.1 This Agreement shall be governed and construed in accordance with the laws of the Province of Ontario. All legal proceedings arising out of this Agreement shall be brought in a court of competent jurisdiction in the Province of Ontario, and each of the Parties hereby attorn to the jurisdiction of such court with respect to such proceedings. 18 - 18 -

37.0 REMEDIES

37.1 All remedies herein are cumulative and are in addition to, not in lieu of, any remedies provided at law or in equity.

38.0 PUBLIC ANNOUNCEMENT

38.1 The content and timing of any public announcement, press release or publication of any kind regarding this Agreement shall be mutually agreed to by the Parties, except disclosures required by applicable law, in which case advance notice will be given to the other Party.

39.0 ARBITRATION

39.1 If at any time a dispute arises between the Parties hereto which cannot be resolved by agreement among the Parties, or if the Parties are unable to agree on any matter that requires their mutual agreement hereunder, the dispute or matter shall be submitted to arbitration as provided in this Article by any Party hereto giving written notice to the other Party (the Notice to Arbitrate). The Notice to Arbitrate shall contain a concise description of the matter submitted for arbitration.

39.2 The Parties hereto shall within ten (10) business days of receipt of the Notice to Arbitrate jointly appoint a single arbitrator. If the Parties fail to appoint an arbitrator who shall jointly select a third arbitrator within ten (10) days, failing which same shall be designated by the President of the Arbitrators' Institute of Canada Inc. upon the request of either Party.

39.3 The arbitration shall take place in the Municipality of Metropolitan Toronto and shall be governed by the provisions of the Arbitration Act.

39.4 The determination of the arbitrator shall be in writing and shall be final and binding upon the Parties hereto.

39.5 The cost of the arbitration shall be borne by the Parties hereto

equally.

39.6 Submission to the arbitration under this Article shall be a condition precedent to the bringing of any action with respect to this Agreement.

40.1 LANGUAGE

40.1 The Parties have expressly requested that this Agreement be written in the English language.

Les Parties ont specifiquement requis que la presente entente soit redigee en langue anglaise. 19 - 19 -

41.0 REPUTATION

41.1 In the event a Party has committed or shall commit any material act, or has or does become involved in any material situation or occurrence bringing either Party into public disrepute, contempt, scandal or ridicule, or shocking, insulting or offending potential customers of either Party or any racial, religious or ethnic, age or gender group, or reflecting unfavourably on either Party's reputation or their products or services, then the other Party may terminate this Agreement upon giving such notice as it deems appropriate. The non-offending Party's decision on such matter arising hereunder shall be based on its judgment as to whether or not the act or involvement of the offending Party has materially harmed or may be materially harmful to the Parties, their products, services or trademarks, in any respect, acting bona fidely.

42.0 NON-COMPETITION

32.1 In the event this Agreement is terminated pursuant to the provisions of paragraph 17, then the Party in default shall not enter into an agreement with any other Party to provide services similar to those provided herein or to provide its services similar to those provided for herein without an agreement, for a period of six (6) months from the effective date of termination.

42.2 In the event this Agreement is terminated pursuant to the provisions of paragraph 19.2, then the Party whose control has changed shall not enter into an agreement with any other Party to provide services similar to those provided herein or to provide its services similar to those provided for herein without an agreement, for a period of twelve (12) months from the effective date of termination.

The Parties have executed this Agreement as of the day, month and year first above written by their proper officers duly authorized on that behalf.

PARCELWAY COURIER SYSTEMS CANADA LTD.

Per: (ILLEGIBLE) 11/20/95 c/s -----------------------------

Per: c/s -----------------------------

PUROLATOR COURIER LTD.

Per: (ILLEGIBLE) c/s -----------------------------

Per: (ILLEGIBLE) --------------------------------
Question: 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?
Example Output: 19106

Example Input: JOINT DEVELOPMENT AND MARKETING AGREEMENT

BETWEEN

LECLANCHE SA

AND

OAK RIDGE ENERGY TECHNOLOGIES, INC.

1

1. 1.1.

1.2.

1.3.

This AGREEMENT is made on April 6, 2014, (Effective Date between:

LECLANCHE S.A., being a company organized and existing under the laws of Switzerland, having its registered office at Avenue des Sports 42, 1400 Yverdon-les-Bains, Switzerland (Leclanche), and

OAK RIDGE ENERGY TECHNOLOGIES INC, being a company organized and existing under the laws of United States of America, having its registered office at 751 North Drive, Suite 9, Melbourne, FL 32934, United States (Oak Ridge),

each a Party and together Parties.

WHEREAS Oak Ridge focuses on the licensing, further development, manufacturing and marketing of products incorporating thin film battery technologies.

WHEREAS Leclanche has developed and markets lithium-ion titanate cells using a proprietary technology and process and also designs and develops customized battery systems for OEM and other customers;

WHEREAS Leclanche is interested in marketing its products and services in the United States;

WHEREAS Oak Ridge is keen to develop its business and has the capability to market and support Leclanche market entry into the United States and is committed to allocate specific resources to provide such services;

WHEREAS both Parties wish to collaborate together to better evaluate the opportunities in the United States, assess how best to address these and generally support each other's business efforts in furtherance of supporting their respective customers based in North America;

NOW THEREFORE it is agreed as follows:

Definitions The term Affiliate as used herein with respect to a party means any partnership, joint venture, corporation of other form of enterprise that directly or indirectly controls, is controlled by or is under common control with such entity or person. For purposes hereof, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise.

The term Subsidiary as used herein with respect to a party means any partnership, joint venture, corporation of other form of enterprise that is directly or indirectly controlled by such entity or person. For purposes hereof, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise.

2

Confidential Information means all information in relation to this Agreement in

1.3.

a)

b)

2. 2.1.

a)

b)

c)

d) e) f)

g)

Confidential Information means all information in relation to this Agreement in whatever form that is disclosed by the Parties to each other and shall include without limitation information disclosed orally or in writing or in any other form, tangible or intangible, and whether furnished prior to, on or after the date of this Agreement, that is described as or provided under circumstances that would reasonably indicate that it is confidential, proprietary or a trade secret, including, but not limited to, information relating to Leclanche's technology, intellectual property, financial or business plans, affairs, methodologies, financial statements or projections, internal management tools and systems, products and product development plans, released or unreleased hardware or software products, sales and marketing plans and materials, clients, contacts and contracts, all files, books, records, documents, specifications, schematics, employee suggestions, papers, drawings, models, sketches of any kind or description, including electronic data recorded or retrieved by any means now in existence or at any time hereinafter developed. Confidential Information shall also include documents transferred to Oak Ridge that are prepared by or on behalf of Leclanche incorporating Confidential Information received from a third party, which is itself required to be treated as confidential. Confidential Information shall not include information or data which was or becomes:

generally available to the public, other than as a result of a breach of this undertaking;

available to the recipient Party on a non confidential basis from a source other than the disclosing Party or its advisers, provided that such source is not, insofar as the recipient Party is aware, bound by any obligations of confidentiality in respect of such information or data;

Market Evaluation - Phase 1 The Parties shall work together to better evaluate the market opportunities in the United States. A joint team shall be constituted, chaired by Anil Srivastava, a Board member of Oak Ridge, to undertake this study which shall be completed by May 31, 2014. The objectives of the study will be to:

build a picture of the key market participants, in particular key customer groups, solution integrators, BMS providers, EPC contractors etc., identify what alliances could /should be formed to enhance the joint offering; identify target business applications where the Leclanche technology could be deployed; gather market information on pricing points and value add opportunities; build economic business cases for key business applications; identify what certification processes need to be undertaken before products and services can be marketed in the United States, what the timelines are and what the estimated costs might be;

3

segregate opportunities by product groups (cells, home systems, industrial

g)

h)

i)

j)

2.2.

2.3.

3. 3.1.

4. 4.1.

4.2.

5. 5.1.

5.2.

5.3.

5.4.

5.5.

5.6.

segregate opportunities by product groups (cells, home systems, industrial systems, project related applications, e.g. frequency regulation); the structure that would be required to address the market in an effective manner; what element of the product assembly could be undertaken by Oak Ridge at its facility in Melbourne; how the trading relationship between the Parties should be structured i.e. whether Oak Ridge will be an agent or reseller and how this will be remunerated.

The output from Phase 1 shall be a market entry plan, that shall be presented to the management of both Parties. The Parties shall decide on further steps based on the marked entry plan.

Regular update calls will be organized by Oak Ridge and meetings shall be held in Melbourne, Florida.

Costs The costs of Mr Srivastava shall be borne by Oak Ridge. Otherwise each Party bears its own costs for Phase 1

Leclanche's Products and Services The Products offered by Leclanche are set out in Annex I. Pricing will be determined after Phase 1 is completed.

The Services offered by Leclanche include the customized design and development of battery systems to meet specific customer requirements. These Services are typically provided by Leclanche's Portable Business Unit. Examples of such Services are set out in Annex II. Oak Ridge Responsibilities Oak Ridge shall be responsible for developing the sales and marketing for the Products and Services;

Oak Ridge shall dedicate sales and marketing personnel to develop the market;

Oak Ridge shall identify commercial opportunities and work with Leclanche to qualify these opportunities and prepare bids and quotations as necessary;

Oak Ridge shall participate at fairs and events and generally undertake all promotional activities that are required in order to promote the product; Oak Ridge shall maintain a regular watch on market developments and shall share this with Leclanche on a regular basis;

Oak Ridge shall maintain a first level technical support capability to

4

5.7.

6. 6.1.

6.2.

6.3.

6.4.

6.5.

6.6.

7. 7.1.

7.2.

7.3.

8. 8.1.

8.2.

9. 9.1.

address customer requirements and deal with any field issues expeditiously;

Oak Ridge shall arrange product liability and warranty insurance.

Leclanche Responsibilities Leclanche shall supply the Products and Services;

Leclanche shall provide training and documentation;

Leclanche shall work with Oak Ridge to examine what elements of the Products and Services can be supplied locally by Oak Ridge (e.g. assembly of pre- designed modules);

Leclanche shall generally support the commercial efforts of Oak Ridge in furtherance of the promotion and sales of the Products and Services;

Leclanche shall define the warranty conditions for the Products and Services and work with Oak Ridge to provide the information necessary to secure product liability and warranty insurance cover.

Leclanche shall assist Oak Ridge in preparing and submitting commercial bids.

Exclusivity Where Oak Ridge has identified a specific market opportunity which has been qualified together with Leclanche pursuant to 5.3 above, the Parties shall undertake to work exclusively with each other on such opportunities;

Otherwise there is no exclusivity expressed or implied by either Party.

The Parties shall nonetheless share information as is reasonably necessary to ensure that there is no confusion in the market how customer requirements are addressed. If conflicts were to arise, the Parties shall use their reasonable efforts to resolve any such conflicts in a manner that benefits the end customer.

Pricing Pricing for standard Products shall be defined after Phase 1 has been completed. Pricing for more complex projects shall be determined on a case by case basis.

Pricing for Services shall be quoted on a case by case basis depending on the customer specification.

Payment Terms In certain cases, Leclanche may request progress payments, including some element paid at the time of order. In the absence of a specific payment schedule, all payment terms are 30 days net from date of invoice.

5

10. 10.1.

11. 11.1.

12. 12.1.

13. 13.1.

14. 14.1.

Intellectual Property Each party's intellectual property (IP) in existence as of the Effective Date shall remain such Party's property. Where appropriate and to the extent required, each party undertakes to grant a royalty free license to the other Party solely for the design and development of product(s) under this Agreement. There is no intended or implied transfer of either Party's Intellectual Property to the other.

Confidentiality The Parties shall keep strictly secret and confidential any and all confidential information relating to each other's business and/or to the contents of this Agreement and shall not, in any manner whatsoever, disclose or permit any of its agents, representatives, employees, attorneys, accountants or advisors to disclose any confidential information to any person or entity whatsoever without the prior written consent of the other Party. The Parties shall take all necessary steps to safeguard the secrecy and confidentiality of all confidential information and all materials and to ensure that such confidential information and material obtained in connection with this Agreement is disclosed only to authorized persons who need to know such information for the purpose of performing their duties on behalf of the company.

Non Solicitation The Parties are independent companies, and neither of them or anyone employed by them shall be deemed to be the employee, agent or legal agent of the other. Both Parties agree that during the Term of this Agreement and for a period of two (2) years following the termination, both Parties will not (i) solicit, encourage, or take any other action, which is intended, directly or indirectly, to induce any employee to terminate his or her employment with a Party; or (ii) interfere in any manner with the contractual or employment relationship between the Parties and any their employees.

Assignment Neither Party may assign, delegate, or transfer this Agreement or any of its rights or duties hereunder, without the prior written consent of the other Party. Any attempted assignment or delegation in violation of this section shall be void. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors and permitted assigns.

Force Majeure It is agreed that neither Party shall be liable for any delay or failure to perform its obligations hereunder in whole or in part when such delay or non- performance results from causes beyond such Party's control, including, but not limited to, fires, strikes, insurrections, riots, embargoes, shortages of motor vehicles, delays in transportation, inability to obtain

6

14.2.

15. 15.1.

16. 16.1.

17. 17.1.

18. 18.1.

19. 19.1.

supplies of raw materials, or governmental requirements or regulations (Force Majeure Event).

In the event of the occurrence of a Force Majeure Event, the Party unable to perform will, i) promptly notify the other Party, ii) provide an estimate of the duration of the delay, iii) use its bests efforts to resume performance as quickly as possible, and iv) suspend performance only for the period of time as is necessary as a result of the Force Majeure event. Notwithstanding the above, neither Party is relieved of any liability for any delay or failure to perform its defense obligations with respect to third Party intellectual property rights. The Party not delayed may act, in its sole discretion, to terminate the affected order, or any part of the order, or suspend this Agreement in whole or in part, for the duration of the delaying cause.

Amendment No change, amendment or modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by the Parties.

Construction In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any such provision is held invalid by a court with jurisdiction over a Party to this Agreement, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and the remainder of this Agreement shall remain in full force and effect.

Severability If any of the provisions or clauses of this Agreement shall be or become void or be held invalid, all other provisions shall remain in full force and effect and the void or invalid provisions shall be forthwith replaced by other provisions to be agreed by the parties valid in form and substance and which shall accomplish as nearly as possible the purpose and intent of the void or invalid provisions in due course.

Announcements No announcements of this Agreement or any subsequent Agreement may be made by one Party without the consent of the other, save if required to do so for legal or regulatory reasons, in which case the Party initiating the announcement shall use reasonable efforts to obtain the comments (if any) of the other, but for avoidance of doubt nothing in this provisions shall inhibit the disclosing party from complying with its legal or regulatory obligations as it sees fit. In the event that one party is required to make an announcement without the knowledge of the other, it shall promptly send a copy of the announcement to the other party for information purposes.

No Waiver No waiver by either Party of any right or of a breach of any binding

7

20. 20.1.

21. 21.1.

a)

b)

provision of this Agreement shall constitute a waiver of any other right or breach of any other provision, nor shall it be deemed to be a general waiver of such provision by such Party or to sanction any subsequent breach thereof by any other Party

Notice Any notice, approval, request, authorization, direction, or other communication under this Agreement shall be given in writing, directed to the addresses of the Parties set forth above, and shall be deemed to have been delivered and given for all purposes: (a) on the delivery date if delivered personally to the Party to whom the same is directed; (b) one (1) business day after deposit with a commercial overnight carrier with written verification of receipt; or (c) five (5) business days after the mailing date whether or not actually received, if sent by registered or recorded delivery post or any other means of rapid mail delivery for which a receipt is available to the Contact at the address of the Party to whom the same is directed.

Notices shall be addressed as follows:

Attn: Chief Executive Leclanche SA Avenue des Sports, 42 Yverdon-les-Bains, CH 1400 Switzerland

Attn: Chief Executive Oak Ridge Energy Technologies Inc., 751 North Drive, Suite 9, Melbourne, FL 32934, United States

Standstill The Parties acknowledge that both companies are publicly quoted companies and may before and/or during the course of this Agreement be in receipt of nonpublic information (including any Confidential Information) (together, Non Public Information) and agree to comply with all relevant laws and regulations applicable to market trading during the term of this Agreement and for a period of 12 months thereafter, and in particular agrees not to:

directly nor indirectly engage in any transactions on any exchange, regulated market or over-the-counter in (i) any securities issued by the Leclanche or any affiliated company or (ii) any derivative products the price of which is derived in whole or in substantial part from any such securities;

divulge directly or indirectly any Non Public Information to any third party without the written consent of Leclanche and if it is

8

22. 22.1.

a) b)

c)

22.2.

22.3.

22.4.

22.5.

23. 23.1.

23.2.

authorized to make such disclosure, shall impose standstill obligations on that third party consistent with this provision.

Term and Termination Subject to Article 22.2, this Agreement shall remain in force for an Initial Period of 1 year, which may be renewed by mutual consent for such period as the Parties may agree (Term), unless it is terminated earlier in accordance with this Agreement or for any of the following reasons:

if one Party is in default with its performance under this Agreement; in case of insolvency or bankruptcy of either Party, or in case of a change of control of one of the Parties; breach of any of the provisions of this Agreement by either Party that remains unremedied for a period of 30 days;

In the event that after Phase 1, the Parties conclude that it would not be economically viable to enter the US market as envisaged, this Agreement shall terminate forthwith and the Parties shall use reasonable efforts to assess whether to proceed with an alternative agreement or not.

If the Agreement is terminated, the Parties shall endeavour to ensure that assets contributed by each Party shall, so far as possible, be transferred back to that Party.

In the event of termination of this Agreement, neither Party shall have any obligation to continue the activities set forth herein, and all obligations and rights of the Parties shall terminate, with the exception of provision of Articles 9-21, and Article 23 of this Agreement, which shall survive expiration or termination.

Notwithstanding the above, termination of the Agreement will not have any effect on the rights and obligations of the Parties in respect of the assignment secured and or any RFQ at any stage of processing.

Governing Law and Jurisdiction This Agreement shall be governed by and construed in accordance with Swiss law. The conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods do not apply.

The Parties irrevocably agree that the courts of the city of Zurich have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.

9

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the dates written below.

For Oak Ridge Energy Technologies Inc For Leclanche SA

______________________________ Mr Craig Nelson Deputy CEO

/s/ Eric Wilkinson Mr Eric Wilkinson Deputy CEO

10

Annex I

LECLANCHE PRODUCTS

11

12

- - -

Annex II LECLANCHE SERVICES

Leclanche's Portable Business designs customized battery systems for original equipment manufacturers and other industrial / commercial customers. It focuses on three main markets:

military medical equipment ruggerdized industrial equipment

Examples of products that have ben developed for its customers include:

13
Question: 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?
Example Output: 7941

Example Input: Execution Copy CHARTER AFFILIATE AFFILIATION AGREEMENT THIS AGREEMENT (the Agreement), made as of the 6t h day of March, 2006 (the Effective Date), is by and between The TUBE Music Network, Inc., a Florida corporation (the Network), and Tribune Broadcasting Company, a Delaware corporation (Affiliate), regarding the television programming service currently known as The TUBE (the Service). The parties hereby mutually agree as follows:

1. DEFINITIONS: In addition to any other defined terms in this Agreement, the following terms shall have the following meanings when used in this Agreement: Acquired Station means any Broadcast Television station that is acquired by Affiliate after the Effective Date. Affiliate Advertising Share has the meaning set forth in Exhibit D. Affiliate Launch Date means the date on which the Service is initially transmitted by the first of Affiliate's Stations. Affiliate Transactional Share has the meaning set forth in Exhibit D. Broadcast Television means traditional, free, FCC-licensed, over-the-air broadcast television. Charter Affiliate means a Broadcast Television station or station group that (i) entered into an affiliation agreement with the Network on or before the date of this Agreement, and/or (ii) is owned, operated or licensed to Sinclair Television Group, Inc. or an affiliate thereof. Costs means all losses, liabilities, claims, costs, damages and expenses, including fines, forfeitures, reasonable attorneys' and expert witness fees, disbursements and court or administrative costs. Designated Market Area or DMA means a particular market area or classification to demarcate local television markets as defined by Nielsen Media Research, Inc. from time-to-time, or, if DMA falls from general or standardized usage, a replacement term to demarcate local television markets in a substantially similar manner which shall be determined by the parties in good faith. Licensed Community has the meaning set forth in Section 3(a). Local Advertising has the meaning set forth in Section 8(c). MVPD means a multichannel video program distributor as such term is set forth in 47 C.F.R. 76.905(d) of the rules of the Federal Communications Commission (FCC).

Source: TUBE MEDIA CORP., 8-K, 3/10/2006

Network's Advertising Revenue means the gross dollar amount of collections received by or credited to Network from the sale by Network of commercial advertising time included in the Service, less actual agency representative fees and sales commissions. For clarification, Network's Advertising Revenue shall not include accounts receivable or Network's Transactional Revenue. Network's Transactional Revenue means the gross dollar amount of revenue actually received by Network (e.g., net of the cost of goods and services and all fulfillment costs associated with the sale of such goods and services) from (i) the sale of products and services by way of direct response telephone orders from the toll-free number included on the Service, and (ii) e-commerce sales of products and services by or on behalf of Network over the Internet originating from Network's website (i.e., URL www.thetubetv.com or any replacement or supplemental URL) or Affiliate's website, in all cases, originating from within the Zip Codes in the DMA of the Station(s) transmitting the Service, and from Zip Codes in the DMA of any MVPD(s) that carry a Station if, at the time of the sale, Network does not have an affiliation with a Broadcast Station that is transmitting the Service and whose Licensed Community is located in such DMA. Primary Feed means the audio and video presentations of each Station's primary one-way over-the-air digital television signal (which signal may be in either standard definition or high definition television (as such term is defined by the Advanced Television Systems Committee) format). Promotional Spots has the meaning set forth in Section 8(a). Service means the television programming service provided by Network as defined in the preamble to this Agreement. Station(s) means a Broadcast Television station licensed to Affiliate or a subsidiary of Affiliate by the FCC that provides or is capable of providing the Service to the Licensed Community that it is licensed to serve. TV Households means the number of television households in a given DMA as determined by Nielsen Media Research, Inc. (which, as of the date hereof, is published annually by Nielsen Media Research, Inc. as the Nielsen Media Research Local Universe Estimates (US)) or, if Nielsen Media Research, Inc. ceases to publish the number of television households in a DMA, a replacement term to determine the number of television households in local television markets in a substantially similar manner which shall be determined by the parties in good faith. Zip Code(s) means a specific geographic delivery area defined by the United States Postal Service, which consists of a five (5)- digit zip code plus a four (4)-digit add-on code.

2.TERM, EXTENSION AND RENEWAL: (a) Initial Term. Unless terminated earlier in accordance with the terms of this Agreement, the Term of this Agreement shall consist of, collectively, the Initial Term and the Renewal Term, if applicable. The Initial Term shall commence upon the Effective Date and shall expire on March 31, 2011.

2

Source: TUBE MEDIA CORP., 8-K, 3/10/2006

(b) Renewal Term. If Affiliate fails to notify Network of its desire that this Agreement terminate on its expiration date, at least six (6) months before the expiration date, this Agreement will automatically renew, upon the same terms and conditions, for an additional four (4) -year period (Renewal Term). (c) If the Term is renewed as described in Section 2(b), Network and Affiliate will negotiate exclusively and in good faith concerning further renewal of this Agreement upon mutually-agreed terms and conditions; provided, that unless Network and Affiliate otherwise agree in writing, the exclusive negotiation period will end six (6) months before the expiration of the Term. 3.GRANT OF RIGHTS; ACQUIRED STATIONS: (a) Network hereby grants to Affiliate the exclusive right via Broadcast Television, and Affiliate hereby accepts such exclusive right and the obligation during the Term to broadcast the Service via Broadcast Television (i) over the transmission facilities of each Station identified on Exhibit A, which is licensed by the FCC to serve the community for each such Station (the Licensed Community), for receipt by TV Households in the DMA in which the Licensed Community is located, as such DMA is identified on Exhibit A, and (ii) over the transmission facilities of any Acquired Station, except to the extent that, as of the date Affiliate notifies Network in writing of its binding agreement to acquire such Acquired Station, (A) another Broadcast Television station in the same DMA as the Acquired Station has exclusive rights to broadcast the Service, or (B) the Acquired Station is obligated to broadcast other material that precludes it from also carrying the Service. Affiliate shall telecast the Service from each Station's origination transmitter and antenna for free over-the-air television reception, and by other customary means used by each Station to transmit its signal in its DMA (e.g., FCC-licensed translators and fiber or microwave connections to MVPDs). Notwithstanding the foregoing, Affiliate shall have the right to authorize, and shall use reasonable efforts to obtain, carriage of the Service's signal by MVPDs that retransmit digital Broadcast Television signals in the DMA of each Station that transmits the Service, which Service signal shall be transmitted by Affiliate together with the Primary Feed. Affiliate's failure to obtain such carriage by any MVPD shall not be deemed a breach of this Agreement. Affiliate shall endeavor to secure carriage of the Service by MVPDs on the most highly penetrated level of digital service. Further, Affiliate shall have the right to authorize carriage of the Service's signal on a nonexclusive basis by MVPDs that retransmit a Station's Primary Feed outside the Station's DMA, and that are carrying the Station's analog signal as of the date of this Agreement. Notwithstanding the provisions of the preceding sentence, (1) Affiliate shall not authorize an MVPD to deliver the Service to subscribers outside the Station's DMA in areas in which the Station, pursuant to FCC rules, is not significantly viewed, if the MVPD receives the Station's signal via satellite, and (2) any agreement by Affiliate for out-of-DMA carriage of the Service shall require that the MVPD's authorization from Affiliate to carry the Service terminate upon the initial over- the-air transmission of the Service by a Broadcast Television station whose Licensed Community is located within the DMA of the pertinent MVPD system if such station has exclusive rights to broadcast the Service in such DMA. Network shall provide Affiliate with at least 45 days' advance written notice of such Broadcast Television's station's initial over-the-air transmission of the Service and Affiliate shall provide such notice to the pertinent MVPD. In the event Affiliate owns more than one Station in any DMA (a Duopoly Market), then Affiliate, at its option, shall have the right to determine which of its Stations in such DMA shall broadcast the Service; it being understood that Affiliate shall have no obligation to broadcast the Service over more than one of its Stations in any particular DMA. 3

Source: TUBE MEDIA CORP., 8-K, 3/10/2006

(b) Any Acquired Station that is transmitting the Service at the time of acquisition by Affiliate shall (subject to the provisions of the preceding paragraph concerning Duopoly Markets) continue to transmit the Service and become a Station hereunder. Any existing agreement between or among Network and any one or more third parties applicable to such Station for the transmission of the Service shall terminate and cease to be effective upon its acquisition by Affiliate. Any Acquired Station in a DMA that is not transmitting the Service at the time of acquisition by Affiliate shall likewise become a Station hereunder upon acquisition and shall commence transmitting the Service within one hundred eighty (180) days after the acquisition is consummated, unless, as provided in 3(a) above, (A) another Broadcast Television station in the same DMA as the Acquired Station has exclusive rights to broadcast the Service, or (B) the Acquired Station is obligated to broadcast other material that precludes it from also carrying the Service. If condition (A) or (B) applies, the Acquired Station shall have no obligations hereunder, and Network shall have the right to license the transmission of the Service to another Broadcast Television station in such DMA, including on an exclusive basis. Notwithstanding the foregoing, if condition (A) applies, unless the existing affiliate is a Charter Affiliate, Network shall give Affiliate at least six (6) months' prior written notice of the impending expiration of an existing affiliate's affiliation agreement and, upon such notice, Affiliate shall have the option to add the pertinent Acquired Station as a Station hereunder as of the date of expiration of the existing affiliate's affiliation agreement, provided that Affiliate exercises such right in writing at least four (4) months prior to the expiration of the existing affiliate's affiliation agreement. (c) Except as expressly provided in Section 3(a), Affiliate shall not have the right (i) to subdistribute or otherwise sublicense the Service, or (ii) to transmit or otherwise distribute the Service by any technology (other than Broadcast Television), or on an interactive, time- delayed, video-on-demand or similar basis. For purposes hereof, video-on-demand means the transmission of a television signal by means of a point-to-point distribution system containing audiovisual programming chosen by a viewer for reception on a viewer's television receiver, where the scheduling of the exhibition of the programming is not predetermined by the distributor, but rather is at the viewer's discretion.

(d) Except as expressly provided in Sections 3(a) and 3(b) and this Section 3(d), Network shall not have the right to distribute or otherwise license the Service for reception in a Station's DMA, including distributing the Service directly through an MVPD in a Station's DMA, other than through this license to Affiliate. Without limiting the generality of the preceding sentence, Network shall not distribute or authorize third parties to distribute the Service to subscribers by any technology (other than Broadcast Television and transmission by an MVPD), on an interactive, time-delayed (other than multiple time-zone feeds of the Service), video-on-demand or similar basis, as an audio-only service (e.g., radio) or over the Internet. For purposes of clarification, a promotional or marketing stunt simulcasting a live or special event, or brief excerpts of the Service made available on a non-subscription basis for promotional purposes shall not be prohibited by this Section 3(d) or any other provision herein.

4

Source: TUBE MEDIA CORP., 8-K, 3/10/2006

(e) Network hereby grants Affiliate during the Term a royalty-free, fully paid up, non-transferable, non-exclusive license to use the Marks (as defined in Section 8(e)) in any advertising and promotional materials undertaken in connection with Affiliate's transmission of the Service, provided that such use complies with the terms and conditions of Section 8(e). (f) Upon execution of this Agreement, Affiliate shall promptly complete and deliver to Network a notice of launch (in the form attached hereto in Exhibit B) for each Station (Launch Notice) and subsequently launch the Service on each Station listed on Exhibit A (subject to the provisions of 3(a) above concerning Duopoly Markets) no later than the Launch Date set forth opposite each Station on Exhibit A (for each Station, the Launch Date). In addition, Affiliate shall promptly complete a Launch Notice for any Acquired Station that is subsequently added to this Agreement. (g) Each Station, by the terms of this contract, shall be entitled to invoke the protection against duplication of Service programming imported under the compulsory copyright license as provided in Sections 76.101 and 76.123 of the FCC Rules. (h) Each Station transmitting the Service shall have the right to broadcast the Service on its Primary Feed, in addition to its broadcasts under Section 3(a). Such broadcasts shall be subject to all terms and conditions of this Agreement, including Sections 4(e) and 8(c). 4.CONTENT OF THE SERVICE: (a) Content. Throughout the Term, the Service shall be a professionally produced, advertiser-supported television service with programming consisting of music videos, occasional programs discussing, reviewing and/or relating to music and concerts, related interstitial programming, promotional announcements and commercial announcements in the amounts specified herein, 24 hours a day, seven days a week, primarily targeted to reach adults ages 25-54. Subject to the preceding sentence and other provisions of this Agreement, the selection, scheduling, renewal, substitution and withdrawal of any content on the Service shall at all times remain within Network's sole discretion and control. (b) Local Programming. Affiliate, at its own cost, shall be provided with thirty (30) minutes per week on the Service, on the same day and at the same time each week, as determined by Network in consultation with Affiliate, for the insertion of programming by Affiliate that is complementary to the Service (Local Programming), at Affiliate's option. Service programming will be provided during this thirty (30) -minute period for Stations that do not insert Local Programming. It is anticipated that, at a future date to be mutually agreed upon by the parties, Affiliate shall have the right to expand such Local Programming to one (1) hour per week. Affiliate shall be solely responsible for the insertion on a timely basis of the Local Programming into the signal of the Service at the Stations transmitting the Service. Affiliate shall retain all revenue derived from sponsorship of the Local Programming. Affiliate shall apply the same broadcast standards to the Local Programming that it applies to each Station's broadcasts over the Primary Feed. Without limiting the immediately preceding sentence, Local Programming shall not consist of or contain infomercials, home shopping or direct on air sales programming that are not directly related to music and concerts.

5

Source: TUBE MEDIA CORP., 8-K, 3/10/2006

(c) Preemption. Affiliate shall retain the right to elect not to transmit any programming on the Service over the broadcast facilities of a Station if Affiliate reasonably believes that such programming is unsatisfactory or unsuitable or contrary to the public interest, or in order to substitute a program which, in Affiliate's judgment, is of greater local or national importance. Affiliate agrees to notify Network either before or as soon as reasonably practicable after Affiliate exercises such right.

(d) Children's Programming. (i) Network will provide as part of the Service the minimum number of hours of Core Programming, as defined in 47 C.F.R. 73.671(c), as the same may be amended from time to time (Core Children's Programming), and will comply with related requirements of the definition of Core Programming in order to enable Affiliate to comply with the safe harbor established by law or FCC regulation, solely with regard to the Service and as a result of the broadcast by the Stations of the Service on each such Station's free, over-the-air, multicast feed. (ii) Network represents and warrants that if it supplies to Affiliate any programming produced primarily for children 12 years old or younger, such programming shall comply with the FCC's commercial limits, including 47 C.F.R. 73.670, as the same may be amended from time to time, including limits on the amount of commercial matter and the prohibitions on host-selling, program- length commercials and the display of website addresses. (iii) At the end of each calendar quarter, Network will provide to Affiliate a copy of the Service's schedule of Core Children's Programming planned for the following calendar quarter, together with a certification indicating the amount of Core Children's Programming made available to Affiliate during the preceding quarter and certifying that any programming produced primarily for children 12 years old or younger, as provided by Network, complied with the FCC's rules. Network will provide copies of program logs or other documentation substantiating the amount of Core Children's Programming or the amount of commercial matter in any Network program or program segment subject to the commercial limits, promptly upon request by Affiliate.

(e) Advertising. Except for the Local Advertising and advertising broadcast in Local Programming, Network shall have the exclusive right and authority to sell all of the advertising on the Service and shall share a portion of Network's Advertising Revenue generated from such sales with Affiliate in accordance with the terms of this Agreement. A Station will not be obligated to broadcast advertising that does not comply with the Station's generally applicable broadcast standards. Network and Affiliate will cooperate in a good-faith effort to ensure that all Network advertising meets Stations' broadcast standards. Without limiting the generality of the foregoing sentence, Network will not accept political or controversial-issue advertising, or advertising promoting distilled spirits or gambling, without Affiliate's prior written approval. (f) Program Service Information. Network must provide to a reputable program information services entity a program schedule for the Service. 6

Source: TUBE MEDIA CORP., 8-K, 3/10/2006

(g) Closed Captioning; Program Ratings. Network shall provide full-time closed captioning for the Service in all programming and at all times for which captioning is required by applicable law as applied to the Service. Network also shall display and encode program ratings for the Service using the industry-standard V-chip ratings system. 5.DELIVERY AND DISTRIBUTION OF THE SERVICE:

(a) During the Term, Network, at its expense, shall deliver a 24 hours per day, 7 days per week signal of the Service by transmitting it via AMC-3 or another domestic satellite commonly used for transmission of television programming to Broadcast Television stations. The signal of the Service, including any program-related data and enhancements, shall be contained in no more than a 5.0 megabits-per-second (mbps) stream of data and shall consist of a resolution of no less than 480 x 720i. Network's failure, for reasons other than force majeure, to deliver a signal meeting the requirements of this Section 5(a) for more than twelve (12) hours in any consecutive thirty (30) day period without the written consent of Affiliate shall constitute a material breach of this Agreement, not subject to the cure provisions of Section 10(d); provided, however that Affiliate shall provide Network with notice of each event in which Network fails to deliver a signal meeting the requirements of this Section 5(a) as soon as reasonably practicable. (b) Exhibit C sets forth the specific equipment necessary for each Station to receive the signal of the Service (the Receiving Equipment). At Affiliate's option, Network shall furnish and install, at its expense, or reimburse Affiliate for its cost of furnishing and installing, the Receiving Equipment to each Station that transmits the Service, provided that the Receiving Equipment for all of the Stations initially listed on Exhibit A shall not exceed, in the aggregate, one hundred twenty-five thousand dollars ($125,000.00) (the Equipment Reimbursement Cap). At Affiliate's option, Network also shall furnish and install, or reimburse Affiliate for its cost of furnishing and installing, Receiving Equipment for any Acquired Station not transmitting the Service at the time of acquisition by Affiliate, at a cost not to exceed three thousand five hundred dollars ($3,500.00). Affiliate, at its expense, shall furnish all other equipment and facilities necessary for the receipt of the satellite transmission of the signal of the Service and the delivery of such signal to TV Households in each Station's DMA. In addition, each Station shall be responsible, at its sole expense, for installing, maintaining or repairing the Receiving Equipment during the Term. Affiliate shall cause each of the Stations to maintain and repair the Receiving Equipment in good working condition, at its sole cost, as necessary and appropriate to maintain the ability of the Receiving Equipment to receive the signal of the Service from its initial satellite and transponder without interruption during the Term. If Network changes the satellite, transponder or encryption method used to transmit the Service and if the Receiving Equipment or other existing equipment will not be suitable for receiving the Service after the changes are implemented, with respect to such Station(s), Network agrees to furnish and install at its expense, or reimburse Affiliate for its reasonable cost of furnishing and installing, Receiving Equipment suitable for receiving the Service after the changes are implemented, without regard to the Equipment Reimbursement Cap; provided, however, that with respect to new equipment made necessary by a satellite, transponder or encryption method change, which equipment may be used to receive the signals of other television services carried by such Station, Network shall be obligated to reimburse Affiliate only for Network's pro-rata share of the cost of such equipment (based on the total number of television services being received by such affected System and utilizing such new equipment within ninety (90) days of the effective date of such change).

7

Source: TUBE MEDIA CORP., 8-K, 3/10/2006

(c) Each Station transmitting the Service shall transmit a good-quality video and audio signal of the Service, but in no event shall such Station be required to deliver a signal of a technical quality higher than the technical quality of the video and audio signal of the Service as delivered by Network hereunder. (d) Each Station agrees to transmit the Service on a full-time basis 24 hours per day, 7 days per week, except in cases of force majeure, emergency broadcasts, when a Station's Primary Feed is not being transmitted, as provided in 4(c) above, or when a Station must stop broadcasting for maintenance or repairs. Each Station will provide Network with up to 5.0 mbps, but, at all times, not less than 2.0 mbps, for this purpose, except as required in infrequent and exceptional circumstances resulting from a Station's carriage of the primary television network with which such Station is affiliated with regard to its Primary Feed (e.g., ABC, CBS, NBC and Fox). Except for a Station's Local Advertising Time and Local Programming, station identification messages, and as except provided in 4(c) and 4(e) above, each Station shall transmit the Service without alteration, editing or delay. (e) Network agrees to transmit SCTE 35-compliant DPI commands within the Service that will trigger insertion of Local Advertising and rejoin commands to signal the return to Network programming. Network also will deliver a separate set of SCTE 35-compliant commands to trigger local insertion and removal of station identification messages on the hour, and station logos before and after commercial breaks. To ensure clean switching, Network will ensure that switch commands occur coincident with transmission of an I-frame from the network MPEG 2 encoder. (f) Each Station that transmits the Service may superimpose over the programming on the Service a transparent station identification logo/bug that does not materially interfere with the Service or any graphics or other data therein. (g) Affiliate and each Station shall take the same security measures to prevent the unauthorized or otherwise unlawful copying or taping of the Service (or any portion thereof) by others as it takes to protect the Primary Feed transmitted by such Station. Network acknowledges that Affiliate and the Stations do not, as of the Effective Date, take any such security measures. 6.NO FEES; REVENUE SHARE:

(a) Neither Affiliate nor any Station shall pay any fees to Network for any rights granted under this Agreement. (b) In consideration of the terms and conditions set forth herein, Network shall pay Affiliate (i) the Affiliate Advertising Share, and (ii) the Affiliate Transactional Share, each as provided in Exhibit D. 7.REPORTS; AUDITS: (a) Affiliate shall promptly notify Network in writing of any MVPD that has agreed to retransmit the Service. Network and Affiliate thereafter shall cooperate in an effort to secure the MVPD's agreement to provide to Network and Affiliate, within thirty (30) days following each calendar quarter during the Term, a certified report stating the number of households that receive the Service from such MVPD (Digital Cable Subscriber Households) in the DMA of a Station on average over such quarter (Report). If an MVPD fails to submit a Report, Network and Affiliate shall estimate the number of Digital Cable Subscriber Households receiving the Service pursuant to paragraph I.1. of Exhibit D.

8

Source: TUBE MEDIA CORP., 8-K, 3/10/2006

(b) Network shall submit to Affiliate, within forty-five (45) days of the end of each calendar quarter during the Term, a statement reporting for such calendar quarter the following information on a Station-by-Station basis: (i) Network's Advertising Revenue, (ii) the Affiliate Advertising Share, (iii) Network's Transactional Revenue, (iv) the average number of households receiving the Service through each MVPD in each DMA served by a Station, as calculated herein, and (v) the Affiliate Transactional Share. If this Agreement terminates on any date other than at the end of a calendar quarter, Network shall supply such statement as of the date of termination, within forty-five (45) days thereafter, and this obligation shall survive the termination of this Agreement until Affiliate receives such statement. (c) Affiliate shall submit to Network, within forty-five (45) days of the end of each calendar quarter, a report on behalf of each Station with respect to the Promotional Spots aired by each Station during such calendar quarter, setting forth the date and time each such Promotional Spot aired on the Primary Feed. (d) Audit. (i) During the Term and for one (1) year thereafter, Network shall maintain accurate and complete books and records in accordance with generally accepted accounting principles and practices that shall contain sufficient information to enable an auditor to verify, for the period under audit, Network's Advertising Revenue, Network's Transactional Revenue, the Affiliate Advertising Share, the Affiliate Transactional Share and the accuracy of the amounts paid by Network to Affiliate hereunder, including under Exhibit D (collectively, the Revenue Share Records). Upon not less than thirty (30) days' prior written notice and not more than once in any calendar year, Affiliate shall have the right, at its sole cost and expense, during the Term and for one (1) year thereafter, to examine during normal business hours the books and records of Network for up to the prior calendar year and the then-current calendar year solely to the extent reasonably necessary to verify the Revenue Share Records. (ii) Any audit conducted pursuant to this Section 7(d) shall be conducted by Affiliate's corporate audit staff or an independent auditing firm designated by Affiliate (in each case, an Auditor). Any such audit shall be subject to the provisions of this Section 7(d) and the confidentiality provisions of Section 12, and the Auditor shall execute, in advance, a confidentiality agreement that obligates it to maintain the confidentiality of the terms of this Agreement and the information acquired during the course of the audit. Any officer, employee, consultant or agent of Affiliate that has access to an audit report (who shall be limited to those who are members of Affiliate's corporate audit staff and have a specific need to know the contents thereof) shall also execute a confidentiality agreement consistent with the prior sentence. 9

Source: TUBE MEDIA CORP., 8-K, 3/10/2006

(iii) Network and Affiliate shall use good faith efforts to resolve any dispute arising from an audit conducted pursuant to this Section 7(d). Any litigation by Affiliate with respect to amounts owing by Network in respect of an audit must be brought within one (1) year after the Auditor completes its on-site review at Network's offices, or Affiliate will be deemed to have waived its right, whether known or unknown, to collect any shortfalls from Network for the period(s) audited; provided, however, that such limitation shall not apply to intentional misconduct by Network or its agents or employees. 8.PROMOTION; AFFILIATE ADVERTISING: (a) Affiliate shall actively promote the Service consistent with its business judgment, including the broadcast by each Station transmitting the Service of an average of at least ten (10) thirty (30)-second promotional announcements per week for the Service (Promotional Spots) on the Station's Primary Feed, including the Station's analog signal for so long as the Station broadcasts an analog signal, on a run-of- station basis, commencing no later than the first air date of the Service on the applicable Station. Affiliate will submit program listings for the Service to local print and on-screen guides. Additionally, Affiliate will provide a link to Network's website (i.e., URL www.thetubetv.com or any replacement or supplemental URL) on the websites of each of the Stations.

(b) Network shall produce and deliver the Promotional Spots to each Station at least two (2) weeks prior to the first air date, and on a regular basis thereafter, in a format mutually agreed with Affiliate and in a broadcast-ready state. Affiliate or a Station also may prepare its own Promotional Spots and other promotional materials, which, if using any programming from the Service, must be approved in advance by Network, such approval not to be unreasonably withheld. Network and Affiliate agree to consult on a regular basis during the Term concerning the content of the Promotional Spots, promotional materials and on Network and Affiliate promotional strategies, and Affiliate shall cease airing particular Promotional Spots or using particular promotional materials upon the reasonable objection of Network to such Promotional Spots or the use of such promotional materials. (c) Network shall provide to each Station that transmits the Service for local advertising sales, public service announcements, newsbreaks, station-produced vignettes or promotion one (1) minute of commercial announcement time per hour (Local Advertising), normally at the same approximate time each hour of the broadcast day. Affiliate shall have the right to retain for itself all the proceeds derived from the sale of Local Advertising. Affiliate agrees not to sell commercial time to or for the benefit of direct competitors of the Service (e.g., music video networks carried by MVPDs such as MTV, VH1 and Fuse). All Local Advertising shall comply with the pertinent Station's generally applicable broadcast standards and Affiliate shall be solely responsible for all Local Advertising and all liabilities associated therewith, including insertion, trafficking, billing and collection activities relating to the Local Advertising and for the content of the material inserted into the Local Advertising. (d) Network, from time to time, may undertake marketing tests and surveys, rating polls and other research in connection with the Service. With respect to any tests, surveys or research that apply to any Station or DMA for which Network seeks Affiliate's cooperation, Network shall notify Affiliate of the nature and scope of each such project and Affiliate, to the extent permitted by applicable law and agreements by which Affiliate or a Station is bound, shall cooperate in such research by rendering such assistance as Network may reasonably request and which Affiliate can reasonably provide without incurring any additional expense. Network shall, promptly following receipt, provide the full results of any such research to Affiliate, on a confidential basis, unless Network is prevented from doing so by a confidentiality agreement or applicable law.

10

Source: TUBE MEDIA CORP., 8-K, 3/10/2006

(e) Affiliate acknowledges that the name and mark The TUBE (and the names of certain programs that appear in the Service and any subsequently selected names or marks for the Service and accompanying websites) (collectively, the Marks) are the exclusive property of Network and its suppliers and that Affiliate has not and will not acquire any ownership thereof by reason of this Agreement. Provided they do not infringe the marks of Affiliate or an affiliate of Affiliate, Affiliate shall not directly or indirectly question, attack, contest or in any other manner impugn the validity of the Marks or Network's rights in and to the Marks and shall reasonably cooperate with Network's quality control, monitoring and inspection of the use of the Marks. Any and all goodwill arising from Affiliate's use of the Marks shall inure solely to the benefit of Network. Affiliate shall submit to Network representative samples of Affiliate's promotional materials mentioning or using the Marks (other than materials provided by Network to Affiliate, if any) and shall cease using the Marks in a particular manner upon the reasonable objection of Network to the use of the Marks in such manner. Uses of the Marks in routine promotional materials, such as program guides and program listings, shall be deemed approved unless Network specifically notifies Affiliate to the contrary. Network shall acquire no rights in any of Affiliate's marks by virtue of this Agreement. 9.WARRANTIES AND INDEMNITIES:

(a) Network and Affiliate each represents and warrants to the other that (i) it is duly organized, validly existing and in good standing under the laws of the state under which it is organized; (ii) it has the power and authority to enter into this Agreement and to perform fully its obligations hereunder; (iii) it is under no contractual or other legal obligation that shall in any way interfere with its full, prompt and complete performance hereunder; (iv) the individual executing this Agreement on its behalf has the authority to do so; and (v) the obligations created by this Agreement, insofar as they purport to be binding on it, constitute legal, valid and binding obligations enforceable in accordance with their terms. (b) Network further represents and warrants to Affiliate that it holds all necessary rights and licenses in and to the materials transmitted to Affiliate as part of the Service and such rights and licenses are sufficient to permit the transmission of the Service in the DMA of each of the Stations as contemplated herein, without infringing the copyright or other rights of any person. (c) Affiliate further represents, warrants and covenants to Network that (i) it has the power and authority to cause each Station, including any Acquired Station, to perform fully its obligations hereunder; and (ii) it holds and will continue to hold all necessary rights and licenses (A) to operate the Stations and permit the broadcast of the Service in the DMA of each of the Stations and (B) to broadcast the Local Programming and Local Advertising as contemplated herein. 11

Source: TUBE MEDIA CORP., 8-K, 3/10/2006

(d) Affiliate and Network shall each indemnify, defend and forever hold harmless the other, the other's parent, subsidiary and affiliated companies and each of the other's (and the other's parent, subsidiary and affiliated companies') respective present and former officers, shareholders, directors, employees, consultants, partners and agents (Network Indemnitees and Affiliate Indemnitees, respectively), against and from any and all Costs incurred as a result of third-party claims arising out of any breach of any term of this Agreement or of any warranty, covenant or representation contained herein. (e) Without limiting Section 9(d), Network shall indemnify, defend and forever hold harmless the Affiliate Indemnitees from and against any and all Costs arising directly or indirectly out of third-party claims (i) that the transmission by Affiliate of the Service as contemplated herein infringes the rights of any person, (ii) based on the content of the Service and any promotional material provided by Network to Affiliate (including the Promotional Spots), as furnished by Network and transmitted by Affiliate and each Station in accordance with the terms and conditions of this Agreement (i.e., not based upon any deletions, modifications or additions by Affiliate or any Station), including any claim that such content or material is obscene, indecent, libelous, or slanderous, or violates any right of privacy or publicity, copyright, trademark or any other proprietary, literary, or dramatic right of any person or any rule or regulation of the FCC, and (iii) relating to any contest, sweepstakes or other promotion conducted by Network. Affiliate shall, to like extent, indemnify, defend and forever hold harmless the Network Indemnitees for Costs arising directly or indirectly out of third-party claims relating to (A) any deletion, addition or other modification of content, programming or other material by Affiliate to the Service, including Local Advertising and Local Programming, (B) any editing or deletion of program or promotional material by Affiliate contrary to Network's instructions, (C) Promotional Spots and/or other promotional materials prepared by Affiliate, and (D) any contest, sweepstakes or other promotion conducted by Affiliate in connection with Network and/or the Service. (f) A party claiming indemnity under this Section 9 must give the indemnifying party prompt notice of any claim, and the indemnifying party shall, unless the parties otherwise agree, assume the full defense of any claims to which its indemnity applies. The indemnified party, at the indemnifying party's cost, will cooperate fully with the indemnifying party in the defense or settlement of any such claim. Subject to the foregoing, the indemnified party may participate in the defense, through counsel of its choice, at its own expense. (g) The representations, warranties and indemnities contained in this Section 9 shall continue throughout the Term and the indemnities shall survive the termination of this Agreement, regardless of the reason for such termination. (h) Network has procured, and shall maintain during the Term, at its sole expense, Commercial General Liability insurance at liability limits of not less than $1,000,000 each occurrence and $2,000,000 in the aggregate. Additionally, Network will procure on or before the Affiliate Launch Date, and shall maintain during the Term, at its sole expense, Errors and Omissions insurance that covers Network's media activities at a liability limit of $1,000,000 in any one (1) policy period. Affiliate shall be named as an additional insured on the policies, and, prior to the Affiliate Launch Date, shall receive certificates evidencing such insurance, providing that such coverage will not be cancelled or materially changed except upon 30 days' prior written notice to Affiliate.

12

Source: TUBE MEDIA CORP., 8-K, 3/10/2006

10.TERMINATION: (a) In addition to Network's other rights to terminate this Agreement, Network may, by providing Affiliate with thirty (30) days' prior notice, terminate this Agreement if Affiliate is in material breach of this Agreement, provided that Affiliate shall have thirty (30) days from Network's notice specifying in detail the nature of such breach to cure such breach; provided, however, if such breach is confined to a single breach by a Station or group of Stations during the Term, then Network shall have the right to terminate this Agreement only as to such Station or Stations, but if Affiliate willfully and repeatedly materially breaches any of the material provisions of this Agreement, then Network, at its option, shall have the right to terminate this Agreement in its entirety or only as to such breaching Station or Stations. (b) Network retains the right at all times during the Term to discontinue its distribution of the Service in its entirety and to terminate this Agreement and all other affiliates' agreements on at least ninety (90) days' prior notice without any liability therefor to Affiliate, other than amounts payable hereunder which accrued prior to such termination, including amounts payable pursuant to Section 6(b) and Exhibit D. (c) In the event that a Station initially listed on Exhibit A does not launch the Service by the Launch Date as required by Section 3(f) other than as a result of a force majeure event pursuant to Section 13(e), Network shall have the right to terminate this Agreement only as to such Station, but if three (3) or more Stations initially listed on Exhibit A do not launch the Service by the pertinent Launch Date for each such Station as required by Section 3(f) for reasons other than force majeure, Network, at its option, shall have the right to terminate this Agreement in its entirety or only as to such Station or Stations. In the event that Network terminates this Agreement as to a particular Station or several Stations, or in its entirety pursuant to Sections 10(a) or (c), Affiliate shall, within thirty (30) days of termination, at its option either reimburse Network for the cost of all equipment or return such equipment related to such Station(s) that was paid for by Network pursuant to Section 5(b) herein. (d) In addition to Affiliate's other rights to terminate this Agreement, Affiliate may, by providing Network with thirty (30) days' prior notice, terminate this Agreement if Network is in material breach of this Agreement, provided that Network shall have thirty (30) days from its receipt of Affiliate's written notice specifying in detail the nature of such breach to cure such breach; provided, however, if such breach is confined to a Station or group of Stations during the Term, then Affiliate shall have the right to terminate this Agreement only as to such Station or Stations, but if Network willfully and repeatedly materially breaches any of the material provisions of this Agreement, then Affiliate, at its option, shall have the right to terminate this Agreement in its entirety or only as to such breaching Station or Stations. (e) Notwithstanding anything to the contary in this Section 10, any breach involving failure to pay any amount due hereunder must be cured within ten (10) days after notice. A breach involving Network's failure to pay an amount due to Affiliate pursuant to Section 6 above or Exhibit D hereto shall be deemed a breach as to Affiliate rather than a particular Station or Stations.

13

Source: TUBE MEDIA CORP., 8-K, 3/10/2006

11. NOTICES Any notice given under this Agreement shall be in writing, shall be sent postage prepaid by certified mail, return receipt requested, or by hand delivery, or by Federal Express or similar overnight delivery service, to the other party, at the following address (unless either party at any time or times designates another address for itself by notifying the other party pursuant to the provisions of this Section 11, in which case all notices to such party thereafter shall be given at its most recently so designated address):

To Network: The TUBE Music Network, Inc. 1451 West Cypress Creek Road, Suite 300 Ft. Lauderdale, FL 33309 Attn: John W. Poling, CFO Facsimile Number: (954) 714-8500 cc: Les Garland, President and CEO Facsimile Number: (305) 861-9409 To Affiliate: Tribune Broadcasting Company 435 North Michigan Avenue Chicago, IL 60611 Attn: Gina Mazzaferri Facsimile Number: (312) 222-5981 cc: Charles J. Sennet Facsimile Number: (312) 222-4206

Notices given by hand delivery shall be deemed received upon delivery to the addressee. Notices given by certified mail shall be deemed received on the date specified on the return receipt. Notices given by Federal Express or similar overnight delivery service shall be deemed received on the next business day following delivery of the notice to such service with instructions for overnight delivery. 12. CONFIDENTIALITY:

Neither Affiliate nor Network shall disclose (whether orally or in writing, or by press release or otherwise) to any third party outside their respective companies (other than their respective officers, directors and employees, in their capacity as such, and their respective auditors, consultants, financial advisors, lenders, potential buyers or investors and attorneys; provided, however, that the disclosing party agrees to be responsible for any breach of the provisions of this Section 12 by any of such parties) the terms of this Agreement (other than the existence hereof) except: (a) to the Auditor as provided in Section 7(d); (b) to the extent necessary to comply with the valid order or compulsory process of an administrative agency or a court of competent jurisdiction, in which event the party making such disclosure shall so notify the other as promptly as practicable (and, if possible, prior to making such disclosure); (c) in accordance with the regulations of any securities exchange on which such party (or its parent company) is listed, or otherwise as required by law; (d) in order to enforce its rights pursuant to this Agreement; or (e) if mutually agreed by Affiliate and Network, in advance of such disclosure, in writing. This Section 12 shall survive the termination of this Agreement. The parties agree to issue a mutually agreeable press release concerning this Agreement upon execution of this Agreement. 14

Source: TUBE MEDIA CORP., 8-K, 3/10/2006

13.MISCELLANEOUS: (a) Assignment; Binding Effect; Reorganization. This Agreement shall be binding on the respective transferees and successors of the parties hereto, except that neither this Agreement nor either party's rights or obligations hereunder shall be assigned or transferred by either party without the prior written consent of the other party. Affiliate agrees to use reasonable efforts to obtain the agreement of any proposed assignee or transferee that, upon consummation of the assignment or transfer of control of the FCC license for any Station, such assignee or transferee shall negotiate in good faith with Network for continued rights to broadcast the Service over the affected Station. It will not be a breach of this Agreement, and Affiliate will not be required to accept a lower price or different terms in a proposed acquisition, if the proposed assignee or transferee does not accept this condition. Affiliate agrees to give Network timely notice of the filing of an assignment or transfer of control application with the FCC. (b) Entire Agreement; Amendments; Waivers; Cumulative Remedies. This Agreement, including the Exhibits attached hereto, contains the entire understanding of the parties hereto and supersedes and abrogates all contemporaneous and prior understandings of the parties, whether written or oral, relating to the subject matter hereof. This Agreement may not be modified except in a writing executed by both parties hereto. No waiver of any breach of any provision hereof shall be or be deemed to be a waiver of any preceding or subsequent breach of the same or any other provision of this Agreement. The failure of Affiliate or Network to enforce or seek enforcement of the terms of this Agreement following any breach shall not be construed as a waiver of a subsequent breach of the same or any other terms of this Agreement. All remedies, whether at law, in equity or pursuant to this Agreement shall be cumulative. (c) Governing Law. The obligations of Affiliate and Network under this Agreement are subject to all applicable federal, state and local laws, rules and regulations, and this Agreement and all matters or issues collateral thereto shall be governed by the laws of the State of New York applicable to contracts to be entirely performed therein. (d) Relationship. Neither party shall be, or hold itself out as, the agent of the other or as joint venturers under this Agreement. Nothing contained herein shall be deemed to create, and the parties do not intend to create, any partnership, association, joint venture, fiduciary or agency relationship between Affiliate and Network, and neither party is authorized to or shall act toward third parties or the public in any manner which would indicate any such relationship with the other. (e) Force Majeure. Neither Affiliate nor Network shall have any rights against the other party hereto for the non-operation of facilities or the non-furnishing of the Service if such non-operation or non-furnishing is due to an act of God; inevitable accident; fire; weather; lockout; strike or other labor dispute; riot or civil commotion; action or inaction of government or governmental instrumentality (whether federal, state or local); failure of performance by a common or private carrier; material failure or unavailability in whole or in part of technical facilities, software or equipment which are material to the transmission of the Service; or other cause beyond either party's reasonable control (financial inability is excepted). A party will have the right to terminate this Agreement as to the affected Station(s), by notice to the other, if the other party's inability to perform continues for thirty (30) days or more; provided, that Network may not terminate this Agreement due to a Station's failure to launch the Service for reasons specified solely in this Section 13(e) unless such Station is unable to launch the Service for ninety (90) days or more beyond the applicable Launch Date. 15

Source: TUBE MEDIA CORP., 8-K, 3/10/2006

(f) No Inference Against Author. Network and Affiliate each acknowledge that this Agreement was fully negotiated by the parties and, therefore, no provision of this Agreement shall be interpreted against any party because such party or its legal representative drafted such provision. (g) No Third-Party Beneficiaries. The provisions of this Agreement are for the exclusive benefit of the parties hereto (including the Stations) and their permitted assigns, and no third party shall be a beneficiary of, or have any rights by virtue of, this Agreement. (h) Headings. The titles, headings of the sections and defined terms in this Agreement are for convenience only and shall not in any way affect the interpretation of this Agreement. Any reference in this Agreement to Section or an Exhibit shall, unless the context expressly requires otherwise, be a reference to Section in, or an Exhibit to, this Agreement. Forms of the word include mean including without limitation; and references to hereunder, herein, hereof, and the like, refer to this Agreement. (i) Non-Recourse. Notwithstanding anything contained in this Agreement to the contrary, it is expressly understood and agreed by the parties hereto that each and every representation, warranty, covenant, undertaking and agreement made in this Agreement was not made or intended to be made as a personal representation, undertaking, warranty, covenant, or agreement on the part of any individual, and any recourse, whether in common law, in equity, by statute or otherwise, against any individual is hereby forever waived and released. (j) LIMITATION OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES (INCLUDING LOSS OF PROFITS OF REVENUES, OR DAMAGES TO OR LOSS OF PERSONAL PROPERTY) IN ANY CAUSE OF ACTION ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH A DEFAULT UNDER OR A BREACH OF THIS AGREEMENT. (k) Taxes. Network shall not be liable for, and Affiliate shall pay and hold harmless Network from, any federal, state or local taxes, surcharges, levies or any other charges which are based upon revenues derived by operations of Affiliate or each Station. Neither Affiliate nor Station shall be liable for, and Network shall pay and hold Affiliate and each Station harmless from, any federal, state or local taxes, surcharges, levies or any other charges which are based upon revenues derived by operations of Network. 16

Source: TUBE MEDIA CORP., 8-K, 3/10/2006

(l) Right of First Refusal. In the event Network decides to offer any new television programming channels (the New Channels), then Affiliate shall have ninety (90) calendar days from Affiliate's receipt of Network's comprehensive business plan for such New Channels to determine whether Affiliate desires to enter into an agreement with respect to the New Channels. At the expiration of the ninety (90)-day period, Affiliate's right of first refusal shall expire. If, during said ninety (90)-day period, Affiliate notifies Network in writing of its desire to add the New Channels to this Agreement, then both parties shall work diligently together and in good faith to enter into an agreement within ninety (90) days of such notice to include the terms and conditions pursuant to which the New Channels may be distributed by Affiliate. If, having used good faith diligent efforts, Affiliate and Network have failed to enter into such an agreement within such ninety (90)-day period, then neither party shall have an obligation to continue such negotiations or enter into an agreement with respect to the New Channels. (m) Matter Broadcast. Federal law and FCC regulations require Network to disclose to Affiliate, and the Stations to disclose to their audiences, the identity of any person or entity that has given anything of value to Network or anyone associated with the Service in exchange for the inclusion of a product, service, trademark, brand name, or other program material in the Service. Network agrees to disclose to Affiliate, in writing, the existence, source and nature of any payments or other consideration received in connection with the production of the Service. Such disclosure shall be made prior to the time such matter is broadcast, so that each Station can satisfy its disclosure obligations under federal law. Notwithstanding anything to the contrary herein, proper disclosure in the content of the Service will satisfy Network's disclosure obligations to Affiliate under this Section 13(m), provided Network agrees to provide full details to Affiliate immediately upon request. (n) Counterparts. This Agreement may be executed in counterparts, each of which will have the full force and effect of a fully- executed original. This Agreement may be executed by each or either party by delivering signed signature pages thereof to the other party by facsimile. Any party delivering an executed counterpart of this Agreement by facsimile shall also deliver to the other party an original executed counterpart of this Agreement, but the failure to do so does not affect the validity, enforceability or binding effect of this Agreement. [Remainder of page intentionally left blank.]

17

Source: TUBE MEDIA CORP., 8-K, 3/10/2006

The parties hereto have executed this Agreement to be effective as of the Effective Date. AFFILIATE: NETWORK: TRIBUNE BROADCASTING COMPANY THE TUBE MUSIC NETWORK, INC. By: /s/ John E. Reardon By: /s/ Les Garland

Title: President Title: President [Signature page: Charter Affiliate Affiliation Agreement by and between The TUBE Music Network, Inc. and Tribune Broadcasting Company]

18

Source: TUBE MEDIA CORP., 8-K, 3/10/2006

EXHIBIT A To Affiliation Agreement By and Between Tribune Broadcasting Company and The TUBE Music Network, Inc. Dated as of March 6, 2006 STATION IDENTIFICATION Call Street Address Launch DMA Letters Date New York WPIX 220 E. 42nd St., 10th floor, New York, NY 10017 6/1/06 Los Angeles KTLA 5800 Sunset Blvd., Los Angeles, CA 90028 6/1/06 Chicago WGN 2501 W. Bradley Pl., Chicago, IL 60618 7/1/06 Philadelphia WPHL 5001 Wynnefield Ave., Philadelphia, PA 19131 7/1/06 Boston WLVI 75 Morrissey Blvd., Boston, MA 02138 6/1/06 Dallas-Fort Worth KDAF 8001 John Carpenter Fwy., Dallas, TX 75247 7/1/06 Washington, D.C. WBDC 2121 Wisconsin Ave. N.W., Washington, DC 20007 8/15/06 Atlanta WATL One Monroe Place, Atlanta, GA 30324 7/15/06 Houston KHWB 7700 Westpark Dr., Houston, TX 77063 7/15/06 Seattle-Tacoma KCPQKTWB 1813 Westlake Ave. N., Seattle, WA 98109 7/15/06

Miami-Ft. Lauderdale WBZL 2055 Lee St., Hollywood, FL 33020 7/15/06 Denver KWGN 6160 S. Wabash Way, Greenwood Village, CO 80111 6/1/06 Sacramento-Stockton-Modesto KTXL 4655 Fruitridge Rd., Sacramento, CA 95820 8/1/06 St. Louis KPLR 2250 Ball Dr., St. Louis, MO 63146 8/1/06 Portland, OR KWBP 10255 S.W. Arctic Dr., Beaverton, OR 97005 6/15/06 Indianapolis WXIN WTTV WTTK 6910 Network Pl., Indianapolis, IN 46278 6/15/06

San Diego KSWB 7191 Engineer Rd., San Diego, CA 92111 6/15/06 Hartford & New Haven WTICWTXX One Corporate Center, Hartford, CT 06123 8/15/06

Grand-Rapids-Kalamazoo-Battle Creek WXMI 3117 Plaza Dr. N.E., Grand Rapids, MI 49525 &bbsp; 6/15/06 Harrisburg-Lancaster-Lebanon-York WPMT 2005 S. Queen St., York, PA 17403 7/1/06 Albany-Schenectady-Troy WEWB 14 Corporate Woods Blvd., Albany, NY 12211 8/1/06 19

Source: TUBE MEDIA CORP., 8-K, 3/10/2006

EXHIBIT B To Affiliation Agreement By and Between Tribune Broadcasting Company and The TUBE Music Network, Inc. Dated as of March 6, 2006 LAUNCH NOTICE BROADCAST LAUNCH FORM STATION NAME: STATION GROUP OWNER: STATION MAILING ADDRESS: PHONE NUMBER: FAX NUMBER: GENERAL MANAGER: MARKETING CONTACT: ENGINEER PHONE (IF DIFFERENT): EMAIL ADDRESS: AREAS SERVED (PLEASE INCLUDE ZIP CODES): DMA: FILL OUT THE LINE BELOW FOR ONE EARTH STATION RECEIVE SITE (EACH ADDITIONAL SITE REQUIRES A SEPARATE FORM) Do you have an antenna capable of receiving a C band feed from AMC-3 Transponder 17 located at 87 degrees west? YES____ NO____ Do you have space for an additional antenna on your roof or in your antenna farm? YES____ NO____ Does this space have a good southern exposure looking at 95 degrees? YES____ NO____ Do you have the resources to install the antenna? YES____ NO____ STREET ADDRESS (Shipping Address): CITY/STATE/ZIP: COUNTY: LAUNCH DATE: ______________ CHANNEL NUMBER: ______________ SIGNATURE: TITLE: DATE:

Email COMPLETED FORM to linefinder_1999@yahoo.com

20

Source: TUBE MEDIA CORP., 8-K, 3/10/2006

EXHIBIT C To Affiliation Agreement By and Between Tribune Broadcasting Company and The TUBE Music Network, Inc. Dated as of March 6, 2006 RECEIVING EQUIPMENT

C-Band Antenna equipped with appropriate feed assembly and 45-degree digitally compatible LNB 150 Feet of RG6 Coaxial Cable Integrated receiver/decoder, including MPEG 2 standard definition decoder that can decode an AC3 encoded audio stream at 384 kbps (the audio stream to be delivered by Network), and an unscrambled DVB-compliant ASI output. De-icing equipment and/or radomes at the following Stations (and any later-acquired stations where climatologically WXIN/WTTV/WTTK, Indianapolis; WPHL-TV, Philadelphia; WGN-TV, Chicago; WXMI, Grand Rapids.

21

Source: TUBE MEDIA CORP., 8-K, 3/10/2006

Execution Copy EXHIBIT D To Affiliation Agreement By and Between Tribune Broadcasting Company and The TUBE Music Network, Inc. Dated as of March 6, 2006 REVENUE SHARE Commencing on the Affiliate Launch Date and thereafter throughout the Term, Network shall pay to Affiliate the following amounts:

I.Affiliate Advertising Share. 1.Determining Affiliate Advertising Share. Commencing with the calendar quarter beginning on April 1, 2006 and for each calendar quarter thereafter during the Term, Network shall pay to Affiliate the Affiliate Advertising Share. For purposes hereof, the Affiliate Advertising Share shall be determined by multiplying fifteen percent (15%) of Network's Advertising Revenue for such calendar quarter by a fraction, the numerator of which is the total number of Digital Cable Subscriber Households in the DMA(s) of the Station(s) transmitting the Service pursuant to this Agreement, and the denominator of which is the total number of Digital Cable Subscriber Households in all of the DMAs in which Network has a broadcast television station affiliate that is transmitting the Service. If a Station commences transmitting the Service on other than the first day of a calendar quarter, then the Affiliate Advertising Share for such quarter shall be further prorated based on the number of days in such quarter that such Station transmitted the Service. For purposes of this Exhibit D, The number of Digital Cable Subscriber Households shall be determined by the certified report supplied by each MVPD distributing the service, described in Section 7(a) of the body of this Agreement. In the event that such report is not received by Network with respect to each and every MVPD that carries the Service, then, for purposes of this Exhibit D, the number of Digital Cable Subscriber Households shall be determined as follows: a.In the event that the total number of linear digital video subscribers served by an MVPD that distributes the Service is not broken out by DMAs in such MVPD's reported data, then, for purposes of this Exhibit D, the number of Digital Cable Subscriber Households for such non-reporting MVPD shall be equal to the product of (x) the number of TV Households receiving linear video services from such MVPD's systems that carry the Service in the pertinent DMA as set forth in a Nielsen report such as FOCUS multiplied by (y) the National Digital Cable Penetration Percentage most recently reported by such MVPD. The National Digital Cable Penetration Percentage shall be equal to the quotient of (i) the total number of subscribers to linear digital video services as most recently publicly reported by such MVPD, divided by (ii) the total number of TV Households receiving linear video services from such MVPD as most recently publicly reported by such MVPD.

22

Source: TUBE MEDIA CORP., 8-K, 3/10/2006

b. In the event that a particular MVPD does not report its total number of subscribers to linear digital video services and total number of TV Households receiving linear video services, then, for purposes of this Exhibit D, the number of Digital Cable Subscriber Households for such non-reporting MVPD shall be equal to the product of (x) the number of TV Households receiving linear video services served by such MVPD's systems that carry the Service as set forth in a Nielsen report such as FOCUS multiplied by (y) a national digital cable penetration estimate from Kagan Research, LLC. c. In the event that a more accurate independent publicly available source for determining the number of television households that receive the Service through a subscription cable service hereafter becomes available, the parties may mutually agree to use such source in lieu of the foregoing. 2.Payment. The Affiliate Advertising Share, if any, shall be payable quarterly and shall be due no later than forty-five (45) days following the end of each calendar quarter for which a payment is due. If this Agreement is terminated during a calendar quarter, the amount payable shall be determined as of the termination date. II.Affiliate Transactional Share. 1.Determining Affiliate Transactional Share. Commencing with the calendar quarter beginning on April 1, 2006 and for each calendar quarter thereafter during the Term, Network shall pay to Affiliate the Affiliate Transactional Share. For purposes hereof, the Affiliate Transactional Share means fifteen percent (15%) of Network's Transactional Revenue for the pertinent calendar quarter. 2.Payment. The Affiliate Transactional Share, if any, shall be payable quarterly and shall be due no later than forty-five (45) days following the end of each calendar quarter for which a payment is due. If this Agreement is terminated during a calendar quarter, the amount payable shall be determined as of the termination date. 23

Source: TUBE MEDIA CORP., 8-K, 3/10/2006

EXHIBIT E To Affiliation Agreement By and Between Tribune Broadcasting Company and The TUBE Music Network, Inc. Dated as of March 6, 2006 ADDITIONAL TERMS AND CONDITIONS Music Rights and Copyright Indemnification Without limiting Network's indemnification obligations as set forth in the body of this Agreement: Network agrees to indemnify the Affiliate Indemnitees against any and all Costs arising out of any (i) third-party claims that Network's music performance rights licenses with ASCAP, BMI and SESAC (or directly with the applicable composer(s) and publisher(s)) do not cover music performances through to the viewers of the Service; and (ii) written agreement between Affiliate and an MVPD for the retransmission of the Service (together with the Primary Feed as provided in Section 3(a) of the body of the Agreement) solely within the Station's DMA, or where the Station's signal is deemed significantly viewed pursuant to FCC rules, pursuant to which Affiliate is obligated to indemnify such MVPD against any Incremental Copyright Cost (as defined below) resulting directly from the retransmission of the Service by such MVPD in the Station's DMA. For purposes hereof, Incremental Copyright Cost shall mean the difference, if any, between (A) the copyright royalties that would be payable by the MVPD in the Station's DMA without carriage of the Service, and (B) the copyright royalties that would be payable by such MVPD in such DMA with the carriage of the Service. Network hereby authorizes Affiliate to enter into such an agreement if, in Affiliate's reasonable and good faith judgment, such an agreement is necessary to obtain an MVPD's consent to carry the Service. For purposes of clarification, ASCAP, BMI and SESAC are and shall be considered third parties. Network represents and warrants that it has and throughout the Term will have a valid through- to-the-viewer music performance rights license with ASCAP and BMI (and any other society that may license such rights for music contained in the Service) (or directly with the applicable composer(s) and publisher(s)) covering all of the music contained in the Service. Network has commenced negotiations for a through-to-the-viewer music performance rights license with SESAC and expects to attain such license within a reasonable period of time.

24

Source: TUBE MEDIA CORP., 8-K, 3/10/2006
Question: 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?
Example Output:
35568