Supply Agreement for Content

Yes Television (H.K.) Limited , a company registered in Hong Kong whose registered office is at 11th Sunning Plaza, 10 Hysan Avenue, Causeway Bay, Hong Kong (" Yes TV "); and

NEW CHINA MEDIA LLC, a company registered in USA and Hong Kong, China whose registered office is at 400 Alton Road, Penthouse 7, Miami Beach, Florida, 33139 (" NCM ")

YOUTH MEDIA "HKG" Limited , c/o Digicorp, Inc., whose registered office is at 4143 Glencoe Avenue, Marina Del Ray, California, 90292 (" YOUTH ")

Yes TV is a content aggregator providing, amongst other things, live and delay broadcast for distribution and transmission via telecommunications networks.

NCM and YOUTH (collectively "Licensees") wish to source certain content from Yes TV so that LICENSEES may in turn redistribute the same on it’s affiliates internet platforms

Yes TV has agreed to supply certain content to LICENSEES based on the terms set out in this Agreement and listed in Schedule 1.

The following words and expressions shall have the following meanings, unless the context otherwise requires:

means this agreement between the Parties;

means a day (excluding Saturdays) on which banks in Hong Kong generally are open for the transaction of normal banking business;

means subscribers of LICENSEES subscribing for the Subscriber Content pursuant to the Subscriber Agreements, and "Subscriber" means any of them;

means the agreements between LICENSEES and the subscribers for the provision of the Subscriber Content, and "Subscriber Agreement", means any of them;

means any part of or combination of the Included Content the Subscribers subscribed from LICENSEES pursuant to their respective Subscriber Agreements;

means the content set out in Schedule 1, which maybe updated by Yes TV from time to time;

as defined under Clause 4.1;

means the net revenue actually received by LICENSEES from any form of advertisement in relation to the Included Content by Yes TV less any agency fees, commission and sales tax

means Yes TV and LICENSEES and "Party" means any of them;

means the provision of any part of or combination of the Included Content by Yes TV to LICENSEES for its delivery to the Subscribers to perform its obligations under the Subscriber Agreements and the operation and maintenance of the systems necessary to allow LICENSEES to deliver such part of or combination of the Included Content to the Subscribers;

means the People’s Republic of China (excluding Hong Kong, Macau, and Taiwan);

Except where the context otherwise requires the masculine gender shall include the feminine and neuter and singular shall include the plural and vice versa and reference to persons include body corporate or unincorporated.

This Agreement shall commence on signing and shall continue until 30th April, 2010 unless extended as agreed in writing between the Parties.

Yes TV shall provide to LICENSEES the agreed Services ordered pursuant to Clause 3.2 below.  Yes TV shall notify LICENSEES on an ongoing basis what Content and Services are available to LICENSEES, and subject to prior discussions and understanding/agreement between the Parties on the details of a particular order, including but not limited to the items set out in the P.O. (as defined below), LICENSEES may from time to time during the Term of this Agreement place orders (in the form substantially similar to the Placement of Order Form ("P.O.") appended as Schedule 2 hereto) with Yes TV for the Services.  For the avoidance of doubt, LICENSEES can only order Services that has been made available by Yes TV to LICENSEES.  Within thirty (30) days from the placing of the relevant order by LICENSEES, Yes TV shall make the said ordered Services available to LICENSEES in such format as may be agreed between the Parties pursuant the P.O.

LICENSEES must make the ordered Services available to it’s affiliates internet platforms no later than 30 days after Yes TV has provided the ordered Services, otherwise Yes TV has the right to cancel the agreed Services.

Any P.O. placed during the Term of this Agreement and is operating on the date of expiry or termination of this Agreement shall survive the expiry or termination of this Agreement and remain in full force and effect until the expiry or termination of the term of such P.O..  The term for any included Content shall be negotiated on an individual basis specific to that content. If no term is specified on a P.O. then by default the term shall be deemed to be one (1) year from the commencement date as set out in such P.O.. LICENSEES acknowledge and agree that they will not enter into Subscriber Agreements in excess of the term licensed from Yes TV for each piece of Included Content.

For the avoidance of doubt, it shall always be the sole and full discretion of Yes TV on the type of Services Yes TV will offer to LICENSEES while LICENSEES shall have the full and sole discretion to accept or reject the terms and conditions of the Services as offered by Yes TV.

In consideration of LICENSEES’s payment of the fees as set out under Clause 6 in accordance with the terms of this Agreement and the P.O., Yes TV grants LICENSEES an exclusive and right to broadcast and distribute the Included Content to the Subscribers in the Territory ("License").  For the avoidance of doubt, Subscribers should only be limited to Universities and College students restricted to access the said content in the Territory.  Furthermore, for content can be on an exclusive or non-exclusive basis all subject to the final terms set out in the P.O. related to the specific content agreed to be supplied by Yes TV and carried by LICENSEES on its platform.

The License shall cover the original language and any languages as may be requested by LICENSEES subject to availability and the payment of any additional fees to be agreed between the Parties for providing the extra language or localization

Included Content may contain Yes TV logo at the beginning or appear on screen at all time.  By delivering such Included Content to LICENSEES, Yes TV grants to LICENSEES a non-exclusive and right to use, license, deliver, distribute and broadcast the Yes TV logo together with such Included Content.

Yes TV shall provide the Included Content in format to be agreed between the Parties.

Yes TV shall notify LICENSEES in writing and set out the P.O. all the specific conditions provided in relation to relevant content supplier to Yes TV before the conclusion of a particular P.O..  In the event a content supplier wishes to impose further conditions on the Included Content it provides in the course of the term of a particular P.O., Yes TV shall notify LICENSEES in writing details of such new conditions within ten (10) Business Days upon its notification of the same from content provider and shall liaise with such content supplier the terms, scope and other details of the proposed new conditions in the interests of Yes TV, LICENSEES and the relevant Subscriber as a whole.

LICENSEES shall not cut, edit, change, add to, delete from or revise any of the Included Content provided without the prior written consent of Yes TV.

Subject to Yes TV performing this Agreement and the transactions contemplated hereunder, LICENSEES shall pay the fees for the Services provided in a timely manner and in accordance with the terms of this Agreement.

LICENSEES shall ensure that the use, delivery, broadcast and distribution of the Included Content in the Territory by LICENSEES as contemplated by this Agreement shall at all times comply with all application laws and regulations. LICENSEES are also responsible for all required licenses to distribute the content to its Subscribers in the Territory.

LICENSEES shall ensure that the use, delivery, broadcast and distribution of the Included Content in the Territory by LICENSEES as contemplated by this Agreement shall at all times comply with the specific conditions, including but not limited to any applicable license periods, black out periods and any other conditions of use, as may be imposed by the relevant content supplier and notified by Yes TV to LICENSEES in writing/set out in the P.O. (as appropriate) in accordance with Clause 4.7.

LICENSEES shall pay to Yes TV the fees set out in Schedule 1 for Yes TV’s provision of the Services.  The Parties shall agree on terms for the Services to be ordered by LICENSEES with Yes TV.

Yes TV will issue invoices in relation to the Services ordered.  All payment by LICENSEES to Yes TV shall be made within thirty (14) Business Days from the date of receipt of the said invoice(s).  A 10% per annum of interest will be charged by Yes TV for the late payment.

All payments to Yes TV shall be made in full without any set-off or deduction in respect of any withholding and other taxes (if any).  In the event that any withholding tax is impo