AGENCY AGREEMENT

Definitions:

“Agent” means J. F. Mackie & Company Ltd.;

“Agent's counsel” means Heenan Blaikie LLP, or such other legal counsel as the Agent, with the consent of the Corporation, acting reasonably, may appoint;

“Agreement” means this agency agreement dated effective August 23, 2006 between the Agent and the Corporation;

“Applicable Securities Laws” includes, collectively, all securities laws, rules, regulations, notices, policies and similar instruments applicable to the Corporation and to the distribution of securities in accordance with this Agreement;

“associates” has the meaning ascribed thereto in the Securities Act (Alberta);

“business day” means a day which is not Saturday, Sunday or a legal holiday in the City of Calgary;

“Canadian Selling Jurisdictions” means the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario;

“Closing Date” means October 19, 2006 or such other date or dates as the Agent and the Corporation may agree in writing;

“Closing Time” means 11:00 a.m. (Calgary time), or such other time on the Closing Date as the Agent and the Corporation may agree in writing;

“Common Shares” means common shares in the capital of the Corporation;

"Convertible Debentures" means the senior secured convertible debentures of the Corporation issued in accordance with the terms of the Indenture;

“Copyrights” shall mean all copyrights, and all right, title and interest in all copyrights, copyright registrations and applications for copyright registration, certificates of copyright and copyrightable subject matter throughout the world, all right, title and interest in related applications and registrations throughout the world, and all moral rights;

“Corporation” means Red Mile Entertainment Inc., a body corporate incorporated pursuant to the laws of Delaware;

“Corporation Intellectual Property Rights” shall mean all Intellectual Property Rights and Corporation Technology used or proposed to be used in, or necessary to, the business of the Corporation as currently conducted or as currently reasonably contemplated by the Corporation, whether owned or controlled, licenced, or otherwise held by or for the benefit of the Corporation;

“Corporation Technology” shall mean all Technology used or proposed to be used in, or necessary to, the business of the Corporation as currently conducted or as currently contemplated by the Corporation, whether owned or controlled, licenced or otherwise held by or for the benefit of the Corporation.

“Corporation's counsel” means Lehman and Eilen LLP, or such other legal counsel as the Corporation, with the consent of the Agent, acting reasonably, may appoint;

“Debenture Trustee” means Olympia Trust Company at its Calgary office located at Suite 2300, 125 - 9^th Avenue SE, Calgary, AB, T2G 0P6;

“Documents” means (i) all documents and other information filed by or on behalf of the Corporation in compliance with or intended compliance with Applicable Securities Laws or mailed to the securityholders of the Corporation; and (ii) Form SB-2;

“Due Diligence Sessions” has the meaning set forth in subsection 2(c);

“Financial Statements” means the financial statements of the Corporation provided by the Corporation to the Agent and set out in the Form SB-2 and Form 10-QSB, including:

the audited consolidated balance sheet of the Corporation and its subsidiaries as of March 31, 2006 and 2005, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year ended March 31, 2006 and for the period from December 21, 2004 through March 31, 2005; and

the unaudited consolidated financial statements of the Corporation for period ended June 30, 2006;

“Form SB-2” means the Form SB-2 of the Corporation filed with the United States Securities and Exchange Commission and becoming effective on August 11, 2006

“Form 10-QSB” means the quarterly report filed with the United States Securities and Exchange Commission for the quarterly period ended June 30, 2006; 

“Indemnified Persons” means each of: (i) the Agent; (ii) agents of the Agent; (iii) affiliates of the Agent; and (iv) the directors, officers, shareholders, partners and employees of the Agent, agents of the Agent and affiliates of the Agent;

"Indenture" shall have the meaning ascribed thereto in the first paragraph of this Agreement;

“Intellectual Property Rights” means (i) any trademarks, trade mark registrations, trade mark applications, trade dress and logos, trade names, domain names, business names, corporate names, website names and world wide web addresses, business names, brand names, service marks, computer software, computer programs, Copyrights, including any performing, author or moral rights, designs, integrated circuit topographies, inventions, Patents, franchises, formulae, processes, know-how, Technology and related goodwill, (ii) any applications, registrations, issued Patents, continuations in part, divisional applications or analogous rights or licence rights therefor, (iii) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, know-how, methods, processes, schematics and any documentation relating thereto, and (iv) other intellectual or industrial property;

“Offering” means the offering of a minimum of US$5,000,000 and a maximum of US$10,000,000 principal amount Convertible Debentures;

“Patents” shall mean all patent rights and all right, title and interest in and to all letters patent or equivalent rights and applications including any reissue, extension, division, continuation, or continuation in part applications throughout the world and any patents issuing with respect to such applications.

“Person” means a natural person, partnership, limited liability partnership, corporation, joint stock company, trust, unincorporated association, joint venture or other entity;

“Securities Commissions” means the securities commissions and regulatory authorities in each of the Selling Jurisdictions and the United States Securities and Exchange Commission and regulatory authorities in the individual states of the United States;

"Selling Jurisdictions" shall have the meaning ascribed thereto in the first paragraph of this Agreement;

"Series A Preferred Shares" means Series A Preferred Shares in the capital of the Corporation;

"Series B Preferred Shares" means Series B Preferred Shares in the capital of the Corporation;

"Series C Preferred Shares" means Series C Preferred Shares in the capital of the Corporation;

“Subscriber” means any person who subscribes for Convertible Debentures and whose Subscription Agreement is accepted by the Corporation, and “Subscribers” means, collectively, all such persons;

“Subscription Agreement” means a subscription agreement to be entered into between the Corporation and Subscribers including any amendments or addendums thereto;

“Subscription Proceeds” means the aggregate gross proceeds received in respect of the sale of Convertible Debentures pursuant to the Offering;

“Subsidiary” means a subsidiary of the Corporation within the meaning of the Business Corporations Act (Alberta) and “Subsidiaries” means all of them;

“Technology” shall mean any algorithms, computer software (in source code and object code form), documentation, data and data bases, inventions and discoveries (whether or not patented or patentable), ideas, concepts, techniques, know-how, processes, methods, applications, know-how, content, technical information, engineering, production and other designs, drawings, schematics, specifications, formulas and all other technology or information existing anywhere in the world;

“Third Party Intellectual Property Rights” shall mean the Intellectual Property Rights and Technology of Persons other than the Corporation that are used in or necessary to the business of the Corporation as presently conducted or as contemplated to be conducted;

"Underlying Securities" means the Common Shares underlying the Convertible Debentures;

Corporation's Covenants as to Creation and Qualification

that the Convertible Debentures will be duly and validly created, authorized and issued pursuant to the terms of the Indenture and the Subscription Agreements and that the Underlying Securities, if and when issued upon the conversion of the Convertible Debentures, will be duly and validly issued as fully paid and non-assessable Common Shares of the Corporation;

that the Corporation will: (i) duly, punctually and faithfully perform all the obligations to be performed by it hereunder and under the Subscription Agreements; and (ii) as soon as reasonably possible, and in any event by the Closing Date, execute or procure the execution of all documents and use its best efforts to take or cause to be taken all steps as may be necessary or desirable to fulfill, to the satisfaction of Agent's counsel and Corporation's counsel, all legal requirements to enable the Convertible Debentures to be offered for sale and sold on a private placement basis in the Selling Jurisdictions through the Agent by way of the exemptions under Applicable Securities Laws of the Selling Jurisdictions as contemplated hereby; and

that, prior to the Closing Time, the Corporation shall allow the Agent the opportunity to conduct required due diligence, including, without limiting the generality of the foregoing, due diligence in relation to the operations and affairs of the Corporation and provide and cause to be provided to the Agent and the Agent's counsel reasonable access to the properties, senior management personnel, and corporate, financial, property and other records of the Corporation for the purposes of conducting such due diligence reviews. Without limiting the scope of the due diligence inquiries the Agent may conduct, the Corporation shall make available its directors and senior management and auditors to answer any questions which the Agent may have and to participate in one or more due diligence sessions to be held prior to Closing (collectively, the “Due Diligence Sessions”).

Corporation's Covenants as to Changes

during the period commencing with the date hereof and ending on the Closing Date, the Corporation will promptly inform the Agent of the full particulars of (i) any material change, (actual, anticipated or threatened) in the assets, liabilities (absolute, accrued, contingent or otherwise), business, operations, capital or condition (financial or otherwise) of the Corporation; and (ii) the occurrence of a material fact or event which, in any such case is, or may be, of such a nature to render any previous disclosure to the Agent untrue, false or misleading in any material respect; provided that if there is any reasonable doubt as to whether a material change, occurrence or event of the nature referred to in this subsection has occurred, the Corporation shall promptly inform the Agent of the full particulars of the occurrence giving rise to the uncertainty and shall consult with the Agent as to whether the occurrence is of such nature;

during the period commencing with the date hereof and ending sixty days after the Closing Date, the Corporation will promptly inform the Agent of the full particulars of: (i) any material request or inquiry of any Securities Commission for any information relating to the Offering, the distribution of the Common Shares, or the Corporation (or any of its directors or officers); (ii) the issuance by any Securities Commission or other securities commissions or similar regulatory authority or by any other competent authority of any order to cease or suspend trading or issuance of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purpose and (iii) the receipt by the Corporation of any communication from any Securities Commission or any other securities commission, securities regulatory authority, stock exchange or other regulatory authority relating to the Offering; and

during the period commencing on the date hereof and ending on the Closing Date, the Corporation will promptly provide to the Agent, for review by the Agent and the Agent's counsel, prior to filing, delivery or issuance: (i) any proposed document to be delivered to the shareholders of the Corporation; and (ii) any press release relating to the Corporation or the Offering.

Corporation's Other Covenants

as to the following with respect to registration of securities of the Corporation:

Corporation Registration. At any time following twelve months from the Closing Date, the Subscribers shall be entitled to "piggyback" registration rights on all registrations of the Corporation or on any demand registrations of any other investor subject to the right, however, of the Corporation and its underwriters to reduce the number of shares proposed to be registered pro rata in view of market conditions, and subject to complete cutback in the case of the Corporation’s initial public offering. If the Subscribers are so limited, however, no party shall sell shares in such registration other than the Corporation or the Subscriber, if any, invoking the demand registration. In the event that the Corporation exercises its rights to convert the Debentures into Common Shares, no shareholder of the Corporation shall be granted registration rights pari passu with or senior to those rights granted to the Subscribers holding such Common Shares without the consent of the holders of 50% such Common Shares.

Expenses. The Corporation shall bear registration expenses (exclusive of underwriting discounts and commissions) of all such demands, piggybacks and registrations on Form S-3 (including the expense of a single counsel to the selling shareholders, which counsel shall also be counsel to the Corporation unless there is a conflict of interest with respect to the representation of any selling shareholder or the underwriters otherwise object).

Transfer of Rights. The registration rights may be transferred to (i) any partner or retired partner of any holder that is a partnership, (ii) any family member or trust for the benefit of any individual holder, or (iii) any transferee who acquires at least 100,000 Underlying Securities, provided the Corporation is given written notice thereof.

Termination of Rights: The obligation of the Corporation under Section 4 shall not apply to any shares of the Corporation that are eligible for immediate resale pursuant to Rule 144(k) under the 1933 Act or are otherwise eligible for resale pursuant to Rule 144(k) within a period of three months.

that the Corporation shall make an application in the Province of Alberta for exemptive relief from the requirements of Applicable Securities Laws of the Canadian Selling Jurisdictions that the first trade by Canadian Subscribers in Convertible Debentures and Underlying Securities be exempt from the prospectus and registration requirements of the applicable Canadian Securities legislation and that, in the event such exemptive relief is not granted, the Corporation shall be required to file a prospectus or otherwise file any relevant application to become a reporting issuer in the Province of Alberta concurrently with or promptly following the completion of the Corporation's initial public offering in the United States, and in any event within eight months of the date of the Closing Date, and to maintain its reporting issuer status in the Province of Alberta for a period of two years thereafter; and

that the Corporation shall, prior to Closing, enter into acceptable agreements with each officer and employee of the Corporation governing non-disclosure of proprietary information and assignment of inventions to the Corporation; and

For a period from acceptance of this offer until 90 days following the Closing Date, the Corporation may not offer, or announce the offering of, make or announce any agreement to issue, sell or exchange debt instruments, Common Shares or securities convertible or exchangeable into Common Shares (other than grants of employee stock options to directors, officers, employees or consultants of the Corporation, that have been disclosed to the Agent prior to Closing Date and the issuance of Common Shares on the exercise of existing stock options), without the prior written consent of the Agent, such consent not to be unreasonably withheld.

Agent's Covenants

conduct activities in connection with this Agreement and the proposed offer and sale of the Convertible Debentures in compliance with all Applicable Securities Laws in the Selling Jurisdictions and the rules of the Investment Dealers Association of Canada;

not solicit subscriptions for Convertible Debentures, trade in Convertible Debentures or otherwise do any act in furtherance of a trade of Convertible Debentures outside of the Selling Jurisdictions, except in compliance with the applicable laws thereof in accordance with the terms and conditions of this Agreement, and obtaining the prior written consent of the Corporation, not to be unreasonably withheld; and provided such actions do not obligate the Corporation to take any action to qualify or register any of its securities or any trade in any of its securities obligate the Corporation to establish or maintain any office or director in such jurisdiction, or subject the Corporation to any reporting or other requirement in such jurisdiction.

obtain from each Subscriber an executed Subscription Agreement, including all applicable schedules and all applicable undertakings, questionnaires and other forms required under Applicable Securities Laws and supplied to the Agent by the Corporation for completion in connection with the distribution of the Convertible Debentures;

not advertise the proposed offering or sale of the Convertible Debentures in printed media of general and regular paid circulation, radio or television and not to make available for prospective purchasers of Convertible Debentures any document or material which would constitute or require the Corporation to prepare an offering memorandum or prospectus as defined under Applicable Securities Laws; and

file or cause to be filed the financing statements contemplated in Section 6.7 of the Indenture in respect of all Debentures issued pursuant hereto and provide a copy thereof to the Corporation.

Representations and Warranties of the Corporation

the Corporation and each of its Subsidiaries has been duly incorporated and is valid and subsisting under the laws of its jurisdiction of incorporation and has all requisite corporate authority and power to carry on its business, as now conducted and as presently proposed to be conducted by it, and to own, lease and operate its assets and properties;

the Corporation and each of its Subsidiaries is qualified to carry on business and is validly existing under the laws of each jurisdiction in which it carries on a material portion of its business;

other than 2WG Media, Inc. and Red Mile Entertainment, Pty, the Corporation has no Subsidiaries and the Corporation is not affiliated with nor is it a holding corporation of any other body corporate;

the Corporation owns all of the outstanding securities of 2WG Media, Inc. and Red Mile Entertainment, Pty, and Red Mile Entertainment, Pty does not carry on any active business;

the Corporation and each of its Subsidiaries has conducted and is conducting its business in compliance in all material respects with all applicable laws, rules and regulations and, in particular, all applicable licensing and environmental legislation, regulations or by-laws or other lawful requirements of any governmental or regulatory bodies applicable to it in each jurisdiction in which it carries on business, and the Corporation and each of its Subsidiaries holds all material licences, registrations and qualifications in all jurisdictions in which it carries on its business which are necessary or desirable to carry on the business as now conducted and as presently proposed to be conducted, and all such licenses, registrations or qualifications are valid and existing and in good standing and none of such licenses, registrations or qualifications contains any burdensome term, provision, condition or limitation which has or is likely to have any material adverse effect on the business of the Corporation and its Subsidiaries (taken as a whole) as now conducted or as proposed to be conducted;

the Corporation has full corporate power and authority to enter into this Agreement , the Indenture and the Subscription Agreements and to perform its obligations set out herein and therein (including, without limitation, to cause the issuance of the Convertible Debentures and the Underlying Securities), and this Agreement has been, and the Subscription Agreements and the Indenture will on the Closing Date be, duly authorized, executed and delivered by the Corporation and this Agreement is, and the Subscription Agreements and the Indenture will on the Closing Date be, legal, valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their respective terms subject to applicable bankruptcy, insolvency, moratorium, reorganization and other laws and equitable principles affecting creditors' rights generally, the statutory and equitable powers of the courts in Canada and the United States to stay proceedings before them and the execution of judgments and the fact that specific performance and injunctive relief are equitable remedies which may be ordered by a court in its discretion and, accordingly, may not be available as a remedy in an action to enforce a covenant and subject to the fact that the rights to indemnity, contribution and waiver set forth herein may be limited by applicable laws or the public policy underlying such laws;

the Underlying Securities have been reserved and allotted for issuance and when issued upon the conversion of the Convertible Debentures will be validly issued, fully paid and non-assessable Common Shares;

the definitive forms of certificates representing the Convertible Debentures and the Common Shares are in due and proper form under the laws governing the Corporation;

the authorized capital of the Corporation consists solely of 100,000,000 Common Shares and 15,000,000 Preferred Shares of which, as at the Closing Date (prior to the issuance of Shares on the Closing Date), 25,436,506 Common Shares, No Series A Preferred Shares, 2,536,000 Series B Preferred Shares and 1,298,860 Series C Preferred Shares are issued and outstanding, which shares are validly issued, fully paid and non-assessable;

neither the Corporation nor its Subsidiaries is a party to or bound by any agreement of guarantee, indemnification (other than an indemnification of directors and officers in accordance with the by-laws of the Corporation or its Subsidiaries and applicable laws, indemnities in favour of the Agent pursuant to this Agreement, indemnities in favour of purchasers of assets in purchase and sale agreements and indemnities and guarantees in favour of the bankers of the Corporation) or any other like commitment of the obligations, liabilities (contingent or otherwise) of indebtedness of any other person;

other than this Agreement, the Subscription Agreements, the Indenture and the agreements set forth in Schedule 6(k) hereto, there are no material contracts or agreements which have or which might have or create any material obligation to the Corporation or from which they derive or could derive any material benefit or which are required by the Corporation to carry on its business as now conducted by it or as is now proposed to be carried on by it. For the purposes of this representation and warranty, contracts shall be deemed to give rise to a material obligation where such contract provides for expenditures by the Corporation for an aggregate of more than $100,000 during any 12 month period;

other than accrued and unpaid bonuses in the amount of US$165,999, the Corporation has no loans or other indebtedness outstanding which have been made to or from any of its shareholders, officers, directors or employees or any other person not dealing at arm's length with the Corporation;

except for transactions contemplated herein and except as otherwise disclosed in writing to the Agent prior to the date hereof, the Corporation has not entered into any transaction which is or may reasonably be expected to be material to the Corporation and which is not in the ordinary course of business;

the Corporation is not in default or breach of, and the execution and delivery of, and the performance of and compliance with the terms of, this Agreement and the Subscription Agreements by the Corporation or any of the transactions contemplated hereby or thereby, does not and will not result in any breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, would result in a breach of or constitute a default under, any term or provision of the articles, by-laws or resolutions of shareholders or directors of the Corporation, or any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound, or any judgment, decree, order, statute, rule or regulation applicable to the Corporation, which default or breach might reasonably be expected to materially adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation, or its assets;

the Agent has been provided with true and correct copies of the constating documents of the Corporation and minutes of all meetings and all the resolutions of the directors, shareholders and committees of the Corporation;

there has not been any material adverse change in the consolidated capital, assets, liabilities (absolute, accrued, contingent or otherwise) of the Corporation from the position set forth in the Financial Statements (other than as has been disclosed in writing to the Agent prior to the date hereof or as set out herein);

the books of account and other records of the Corporation, whether of a financial or accounting nature or otherwise, have been maintained in all material respects in accordance with prudent business practices;

there has not been any material adverse change in the business, operations, capital or condition (financial or otherwise) or results of the operations of the Corporation since the date of the Financial Statements and since that date there have been no material facts, transactions, events or occurrences which, to the knowledge of the Corporation could materially adversely affect the consolidated capital, assets, liabilities (absolute, accrued, contingent or otherwise), business, operations or condition (financial or otherwise) or results of the operations of the Corporation which have not been disclosed in writing to the Agent prior to the date hereof;

the Financial Statements fairly present, in all material respects and in accordance with generally accepted accounting principles in the United States consistently applied, the financial position and condition of the Corporation as at the dates thereof and reflect all liabilities (absolute, accrued, contingent or otherwise) of the Corporation as at the dates thereof;

to the knowledge of the Corporation, after due inquiry, there have not occurred any material spills, emissions or pollution on any property of the Corporation or for which the Corporation may be responsible, nor is the Corporation the subject of any outstanding stop orders, control orders, clean-up orders or reclamation orders under applicable environmental laws and regulations;

to the best of the knowledge of the Corporation, no other party is in default in the observance or performance of any term or obligation to be performed by it under any contract to which the Corporation is a party or by which they are bound which is material to the business of the Corporation, no event has occurred which with notice or lapse of time or both would directly or indirectly constitute such a default, in any such case which default or event would reasonably be expected to have a material adverse effect on the assets or properties, business, results of operations, prospects or condition (financial or otherwise) of the Corporation;

there are no judgments against the Corporation which are unsatisfied, nor are there any consent decrees or injunctions to which the Corporation is subject;

the information and statements set forth in the Documents as at the date hereof, as they relate to the Corporation, are true, correct, and complete and did not contain any misrepresentation as of the respective dates of such information or statements, and, except as has been disclosed to the Agent, no material change (as defined in Applicable Securities Laws of the Alberta) has occurred in relation to such information and statements since the respective dates of such information and statements;

other than the securities issued or to be issued pursuant to the Offering, no person, firm, corporation or other entity holds any securities convertible or exchangeable into shares of the Corporation or now has any agreement, warrant, option, right or privilege (whether contractual or pre-emptive) being or capable of becoming an agreement, warrant, option or right for the purchase or other acquisition of any unissued share, securities (including convertible securities) or warrants of the Corporation except for warrants and options to purchase an aggregate of not more than 14,753,122 Common Shares and except for 3,834,860 Common Shares issuable on the conversion of Series B Preferred Shares and Series C Preferred Shares;

the Corporation has duly and on a timely basis filed all tax returns required to be filed by it, has paid all taxes due and payable by it and has paid all assessments and re-assessments and all other taxes, governmental charges, penalties, interest and other fines due and payable by it and which are claimed by any governmental authority to be due and owing and adequate provision has been made for taxes payable for any completed fiscal period for which tax returns are not yet required and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any tax return or payment of any tax, governmental charge or deficiency by the Corporation and, to the best of the Corporation's knowledge, information and belief, after due inquiry, there are no actions, suits, proceedings, investigations or claims threatened or pending against the Corporation in respect of taxes, governmental charges or assessments or any matters under discussion with any governmental authority relating to taxes, governmental charges or assessments asserted by any such authority;

except as disclosed in the Financial Statements (i) the Corporation has no outstanding liabilities in excess of $10,000 other than those set forth in Schedule 6(z), and (ii) there are no actions, suits, proceedings or inquiries in existence or, to the Corporation's knowledge, after due inquiry, pending or threatened against or affecting the Corporation at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality which in any way materially adversely affects, or could reasonably be expected in any way to materially adversely affect, the business, operations, capital or condition (financial or otherwise) of the Corporation, or any of its assets or which affects or may affect the distribution of the Convertible Debentures or Underlying Securities and the Corporation is not aware of any existing ground on which such action, suit, proceeding or inquiry might be commenced with any reasonable likelihood of success;

other than the Agent, there is no person, firm or corporation acting or purpo