GLOBAL MUSIC INTERNATIONAL, INC. CONTENT LICENSE AGREEMENT

This Content License Agreement (“Agreement”) is between Global Music International, Inc. d/b/a Independent Music Network (IMNTV), located at 20 Old Stagecoach Road, Redding, Connecticut, 06896 (“IMNTV”), and Distributor, as set forth below, and describes the terms and conditions under which Distributor will distribute Programming provided by IMNTV as described herein. Distributor’s distribution of the Programming is subject to the Master Terms of Service (“MTS”) attached hereto as Exhibit A. All capitalized terms shall have the meaning set forth on the MTS. In consideration for the mutual promises and covenants contained herein, the parties agree as follows:

Distributor’s authorized signature, is REQUIRED :

A.            Distributor Information N/A

B.            Term

This Agreement is effective as of the last date signed below (“Effective Date”). The initial term of this Agreement will begin on the Effective Date and end twelve (12) months after the Launch (the “Term”). IMNTV will extend the Agreement on the same terms and conditions for additional one-year terms, providing Distributor and IMNTV agree, predicated on satisfactory performance by both parties

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives.

DISTRIBUTOR

MOBILEVISION COMMUNICATIONS LTD.

GLOBAL MUSIC INTERNATIONAL, INC.

D/B/A INDEPENDENT MUSIC NETWORK (IMNTV)

EXHIBIT A

1.            DEFINITIONS

The following capitalized terms will have the meanings set forth below:

“ Bundles ” means, any version of the Mobile Product that includes IMNTV content bundled with any other product or service.

“Confidential Information” means the confidential or proprietary technical or business information of a party, including without limitation (a) proposals or research related to possible new products or services; (b) financial statements and other financial information; (c) reporting information; (d) the material terms of this Agreement and the relationship between the parties; and (e) planned launch dates. All of the information will be considered confidential only if it is conspicuously designated as “Confidential,” or if provided orally, identified at the time of disclosure as confidential. “Confidential Information” does not include information that (i) is in or enters the public domain without breach of this Agreement, (ii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation, or (iii) the receiving party knew prior to receiving such information from the disclosing party or develops independently.

“Content ” means generally text, images, video, audio, and other material.

“Fees” means Subscription Fees that include IMNTV content..

“ Internet Protocol ” means any protocol used to route data on the Internet, or on any portion of the Internet, including all versions currently in existence or developed or implemented in the future.

“Landing Page” means the destination web page for a Special Link, created and hosted by Distributor, from where individuals may begin the Registration Process for the Subscription Service or a Bundle, at such individual’s election.

“Launch” means the date that the Programming is made generally available for purchase by consumers under the terms and conditions of the Agreement.

“Programming” means IMNTV’s Content, as specifically described on Section B (1) of the Agreement. As used herein, “Programming” also includes any promotional and marketing Content provided by Provider for IMNTV’s promotional and marketing activities as described herein.

“Programming Bundle Fee” means the fee actually paid by a Subscriber for a Programming Bundle that includes IMNTV content provided in accordance with this Agreement.

“Distributor Marks” means the trademarks, service marks, brands, logos and trade names of Distributor.

“Distributor Portal” means, collectively, the Distributor’s Site and any other web site or property from where Distributor promotes the Programming.

“Distributor Site” means Distributor’s Internet web site intended to promote the availability of any Distributor Content, including the Programming, via mobile and wireless networks. Distributor Site is more fully described in Section A of the Agreement.

“Subscription Fee” means the fee actually paid by a Subscriber for the applicable Mobile Content.

“Subscriber ” means any individual who purchases mobile content programming and: (a) who actually pays the applicable Subscription Fee; and (b) does not receive a refund of such Subscription Fee for any reason within thirty (30) days from the end of the payment period for which the Subscription Fee was paid. A Subscriber remains a “Subscriber” for the purposes of this Agreement so long as such individual continues to pay the applicable Subscription Fee.

“Registration Process” means the download, payment, installation, and electronic registration process of the Programming, a Bundle or the applicable Software. “Registration Process” may include an online registration form

provided, hosted, and managed by Distributor, and may also, at Distributor’s discretion, include other methods by which a Subscriber may affirmatively request access to the Programming, a Bundle, or the Software.

“IMNTV Marks” means the trademarks, service marks, brands, logos and trade names of IMNTV and/or Global Music International.

“IMNTV Portal ” means the IMNTV Sites where IMNTV promotes the Programming.

“IMNTV Sites” means the Internet web sites owned and operated by IMNTV.

“Special Link” means a formatted or “tagged” link that tracks traffic from the Distributor Portal to the Landing Page.

“Subscribers” means, collectively, end users who have completed the Registration Process for any of the Subscription Products described herein. “Subscribers” includes “Recurring Subscribers.”

“Subscription Products” means, collectively Products and Bundles that include IMNTV content.

“IMNTV Mobile Product” means an IMNTV branded subscription product distributed to mobile and wireless devices, which includes services, products and Content from one or a variety of third parties, and includes any derivative, follow-on, repackaged, or substantially similar product offered by Distributor that includes IMNTV Programming.

“ Bundle Fee”   means the fee actually paid by a Subscriber for the Mobile Product Bundle that includes provider content provided in accordance with this Agreement.

“IMNTV Mobile Product Fee” means the fee actually paid by a Subscriber for the IMNTV Mobile Product.

“Territory” means China. Other territories are subject to approval by IMNTV.

2.            DISTRIBUTOR OBLIGATIONS.

2.1          Subscription Transactions .  Distributor will provide the following services to market, launch and distribute the Programming using its existing infrastructure as follows:

(a)          Fulfillment .  Each individual who purchases a Subscription must complete the Registration Process, where such individual will be prompted to provide certain personally identifiable information including a valid major credit card (e.g. Visa, MasterCard, Discover, American Express) to receive the Programming. Support for additional payment methods and additional credit cards may be developed by Distributor, with IMNTV’s prior written approval.

(b)          Customer Support .  Distributor will provide customer support in target Territory in a workmanlike and professional manner.

2.2         Distribution Channels .  Distributor and IMNTV may create, sell and market Bundles that include the IMNTV Programming. Distributor may offer the Programming and any Bundles through all wireless distribution channels in target Territory. To enable all Subscribers to have access to the Programming, the Programming may be distributed in whole or in part via Internet Protocol in a manner that enables the Programming to be received and played back by mobile devices in the target Territory.

2.3         Hosting Services .  Hosting of on-demand Programming will be provided at no cost to IMNTV in a format acceptable to local Territory wireless devices. Distributor will provide reports of aggregated Subscriber access and usage data concerning the Programming on a monthly basis, together with reports described in Section 6.5, below.

2.4         Promotion of Programming .  Distributor may use the Programming and IMNTV’s Marks to market, advertise and promote the Programming in the Mobile Software Application(s), the Distributor’s Portal, and in other on and off-line marketing efforts as follows: (a) promoting the Programming in directories, listings, and keyword searches; (b) deep linking to the Programming; (c) featuring Programming in various areas within the Distributor’s Software and Distributor’s Portal, (d) communicating to users via Distributor’s consumer marketing channels such as on-line messages, member newsletters or email campaigns; (e) featuring excerpts, screenshots of Programming in marketing collateral and advertisements; (f) featuring the Programming in product demonstrations relating to Distributor’s

software or subscription products at trade shows and conferences; (g) creating collateral for joint promotional efforts between Distributor and third parties; (h) promoting the Programming in television, radio and print media. IMNTV may use Distributor's logos and marks in the marketing of the Product, subject to pre-approved trademark usage policy and Brand Standards to be provided by Distributor to IMNTV.

2.5         Distributor Support and Operational Responsibilities .  Distributor will provide all “middleware” programming to facilitate connection of the content delivery platform to local Territory wireless networks. Distributor will perform localization of any software components to make the program possible to use in the local Territory. This is to include language translations or interface design changes. Provider will act as liaison with local Territory wireless carriers. This will include content review to insure content meets local broadcast standards and meets any local regulatory requirements. Distributor also agrees to secure necessary governmental approvals or permits necessary to operate in the Territory and to secure permission to enable distribution of IMNTV’s share of Subscription Fees to IMNTV in the United States. Distributor is solely responsible for monitoring, performance and ensuring the availability of the Programming and will notify IMNTV immediately of planned and unplanned Programming delays or outages.

2.6         Privacy .  Distributor is responsible for complying with all applicable laws, rules and regulations relating to its collection and use of personal information from users of the Distributor Portal. At a minimum, Distributor must adopt, implement and comply with a Privacy Policy that: (a) is easy to find, read and understand; (b) is prominently posted at the time that any personally identifiable information is collected or requested; and (c) clearly states what information is being collected, what the information will be used for, whether such information will be provided to third parties, and the choices available regarding collection, use and distribution of the collected information.

3.            IMNTV OBLIGATIONS.

3.1          Grant of License .  During the Term, for the activities described in this Agreement, IMNTV hereby grants Distributor non-exclusive rights and licenses necessary   within the Territory to: (a) copy, store digitally, host and stream the Programming; (b) publicly perform, publicly display, electronically transmit, distribute and broadcast the Programming; (c) promote the Programming and use IMNTV Marks for Distributor’s promotion of the Programming as activities described in Section 2.4 above; (d) archive the Programming on Distributor’s servers; (e) encode, copy, and create continuous Programming excerpts of up to sixty (60) seconds and transmit, publicly perform, distribute, and redistribute such excerpts to end users via the Distributor’s Portal for marketing purposes only (f) deep link to the Programming.

3.2         Right of distribution   N/A

3.3         Removed N/A

3.4         Programming Obligations .  IMNTV will create and maintain it’s programming content and will deliver same to Distributor in a format suitable for the distribution over wireless networks in Distributor’s Territory on a regular basis.

3.5         Logo Trademarks. Distributor may use IMNTV logos and marks in the marketing of the Product, subject to pre-approved trademark usage policy and Brand Standards.

3.6         Dedicated Personnel .  Throughout the Term, IMNTV shall designate at least one (1) staff member to provide Distributor with all reasonably necessary assistance, information and support relating to its obligations herein including, but not limited to, updating and maintaining the Programming.

3.7         Responsibility for Programming .  Except as expressly set forth herein, IMNTV is solely responsible for all costs, activities, obligations and liabilities associated with: (a) obtaining all rights and licenses necessary for the authorized use and distribution of the IMNTV Programming as described herein including, but not limited to, all copyright, trademark rights, rights of publicity and rights of privacy, and any broadcast, rebroadcast, or retransmission rights or permissions; and (b) obtaining all necessary permissions and/or release documentation from all persons associated with the distribution of the Programming as described herein, including, without limitation, all performers.

4.            ADVERTISING

The IMNTV Programming will not contain any advertising, either integrated or before or after each clip, except IMNTV I’Ds and IMNTV commercials for solicitation of Chinese music videos,without the prior written approval of both parties.  

5.            OWNERSHIP.

5.1          By IMNTV .  As between Distributor and IMNTV,   IMNTV owns or has the necessary licenses to all copyright, trademark,