AMENDMENT NO.5 TO LICENSE AGREEMENT

Exhibit 10.1

Amendment No. 5
To License Agreement

     This Amendment No. 5 to License Agreement (the “Amendment”), entered into on July 31, 2007, with an effective date as of July 1, 2007, by and between Metromedia Company, a Delaware general partnership, and Metromedia International Group, Inc., a Delaware corporation.

      WHEREAS , Metromedia Company (the “Licensor”) and Metromedia International Group, Inc. (the “Licensee”) are parties to that certain License Agreement, dated as of November 1, 1995, as amended (the “License Agreement”), pursuant to which Licensor granted to Licensee a license to use the Licensor’s trade name and trademark “Metromedia” in accordance with the terms and conditions of the License Agreement; and

      WHEREAS , both Licensor and Licensee have agreed to amend the License Agreement to extend the Term of the License Agreement;

      NOW THEREFORE , in