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: