SOFTWARE AND TECHNOLOGY SUB-LICENSE AGREEMENT

WHEREAS, on or about April 14, 2006, MDS entered into an Intellectual Property License Agreement of same date with ESPRE (the "Espre License Agreement") which is the creator and owner of certain intellectual property rights defined herein as the Licensed Technology. MDS has entered into a subsequent agreement with ESPRE which effects a reversion of the Espre License Agreement. Copies of the Espre License Agreement and the subsequent agreement are annexed hereto as Exhibit A and Exhibit B;

WHEREAS, under the terms of the Espre License Agreement, MDS has the right and authority to grant sub-licenses for such Licensed Technology to third parties;

WHEREAS, ALL LINK LIVE wishes to develop, market, and offer for sale and/or license Software (as defined) which would embody the Licensed Technology (as defined);

WHEREAS, ALL LINK LIVE now desires to acquire a sub-license from MDS to use the Licensed Technology in conjunction with ALL LINK LIVE'S Business (as defined); and

WHEREAS, MDS is willing to grant such a sub-license for use of the Licensed Technology by ALL LINK LIVE for use in ALL LINK LIVE'S Business on the terms and conditions as hereinafter defined.

NOW THEREFORE, in consideration of the preceding rights and obligations hereinafter set forth and the mutual promises and covenants herein contained, the parties hereto agree as follows.

ARTICLE I.

DEFINITIONS

1.1              "Affiliate" means any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with ALL LINK LIVE. As used in this definition of "Affiliate," the term "control" means either the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, through the ownership of voting securities or ownership of a direct or indirect equity interest of ten percent (10%) or more in the entity.

1.2              "Business" means ALL LINK LIVE'S business to create, perform, reproduce, create derivative works of, develop, use, operate, market, sell, license, sublicense, display, publish, transmit and/or distribute the Software in the business-to-consumer and/or consumer-to­consumer markets in the Territory, solely and exclusively for, adult oriented material, adult entertainment applications, and/or direct adult consumer-oriented online communities.

1.3              "Business Day" means the days Monday through Friday of each calendar week, except legal holidays recognized as such by either the government of the United States or of the State of Texas.

1.4              "Confidential Information" means the respective Confidential Information of ALL LINK LIVE and MDS, as defined in Article VI, below.

1.5              " Contractor(s)" means any Person with whom ALL LINK LIVE enters a separate agreement to modify, conform and adapt the Licensed Technology for ALL LINK LIVE'S Business.

1.6              "Documentation" means all system documentation, operating instructions, logs and training manuals created by ALL LINK LIVE and reasonably necessary to implement ALL LINK LIVE'S Business under this Agreement.

1.7              "Excluded Technology" means those certain third-party software processes, programs and documentation necessary to the functionality and operation of the Licensed Technology and/or the Software and which the parties do not own and/or have the legal capacity to license to one another and which licenses the parties acknowledge ALL LINK LIVE may need to obtain to market the Software.

1.8              "Intellectual Property Rights" means all current and future worldwide patents, copyrights, mask work rights and trade secret rights, protections and the like available under the laws of any jurisdiction relative to the Licensed Technology, the Licensed Technology Derivative Work, the Documentation, and the Software which a party owns or which a party has the right to obtain or benefit from the same, whether now or in the future.

1.9              "Licensed Technology" means all research and development information, intellectual property (including intellectual property upon expiration or abandonment of patents), improvements, know-how, trade secrets, works of authorship, technical data, compilations, methods, processes, and/or Object Code relative to image and video compression applications, and any derivative applications thereof, which deliver, encode, decode, compress, record, store and/or host images or video content to which MDS and/or ESPRE owns the Intellectual Property Rights and which is necessary for and/or supports the Business, including, without limitation, the technology and patents described in Schedule 1.9 attached hereto. The Licensed Technology also includes all Updates and Upgrades. Notwithstanding the foregoing, the term "Licensed Technology" shall not include any technical data, methods, processes and software source code comprising the Excluded Technology. The source code and associated tools will be placed in an escrow account that will be governed by the rules for corporate survivability.

1.10           "Licensed Technology Derivative Work" means any adaptation of, improvement of, addition to or deletion from the substance or structure of the Licensed Technology by ALL LINK LIVE or its Contractors for the Business, including, without limitation, the Intellectual Property Rights described in Schedule 1.10 .

"Net Revenue" means the total aggregate of all monies and receipts received by ALL LINK LIVE and derived from all Video, Video Streaming and the MDS Video Player Software based on the Licensed Technology with the Licensed Technology Derivative Work, which is licensed, sublicensed, distributed or sold by ALL LINK LIVE, less: (i) all sales taxes imposed by governmental authorities directly on sales of the Video, Video Streaming and the MDS Video Player Software and actually collected from customers (provided such taxes are added to the selling price and are, in fact, paid by ALL LINK LIVE to the appropriate governmental authority); (ii) any returns; and, (iii) the operating expenses of ALL LINK LIVE. The monies and receipts within Net Revenues shall be deemed to be realized by ALL LINK LIVE at the time of receipt of good funds for the Video, Video Streaming and the MDS Video Player Software. "Net Revenues" specifically excludes (a) any other monies received from such customers related to other offerings or services provided by ALL LINK LIVE, including, without limitation as set forth in Schedule 3.3 attached hereto ("ALL LINK LIVE Technology") and (b) the sale of substantially all of the assets, the merger, the consolidation, and/or the initial public offering of ALL LINK LIVE.

1.11           "Person" means any natural person, contractor, partnership, corporation, trust, association, limited liability company, or other legally recognized entity.

1.12           "Software" means ALL LINK LIVE'S combination of the Licensed Technology with the Licensed Technology Derivative Work and all necessary Documentation into a commercially available software package, usable whether remotely stored and accessible via the global information network, on a local area network, or on an application service model.

1.13           "Source Code" means, collectively (a) the series of un-compiled instructions or any part thereof in human readable form, test programs and program specifications, compiler and assembler descriptions comprising a portion of the Licensed Technology; (b) descriptions and locations of Excluded Technology required to use or support the Licensed Technology; and/or (c) technical documentation, system documentation, operating instructions, logs, and/or training manuals that MDS uses to maintain or support the Licensed Technology.

1.15           "Transfer" means the voluntary, involuntary, direct or indirect assignment, sale or other transfer by a party of any interest in this Agreement, any part or all of the ownership, of the party, and/or the License or any interest therein granted pursuant to this Agreement, including, without limitation: (a) the transfer of ownership of an equity interest, assets or otherwise; (b) merger or consolidation; or (c) issuance of additional securities representing, either individually or in the aggregate, a direct or indirect ownership interest in the party of twenty-five percent (25%) or more.

1.16           "Update" means any and all changes and updates to the Licensed Technology that improve the general utility, efficiency and operating performance of the Licensed Technology without altering the basic function of the Licensed Technology or adding new functionality.

1.17        "Upgrade" means any and all improvements in the Licensed Technology that add to or alter the basic functions of the Licensed Technology. Upgrades incorporate all Updates as well as all fixes for known errors.

ARTICLE II.

GRANT OF LICENSE AND LICENSE FEE

2.1             Licensed Technology; Availability . Subject to the terms and conditions of this Agreement, MDS hereby grants to ALL LINK LIVE, and ALL LINK LIVE accepts, an exclusive, royalty-bearing, personal, non-transferable, sub-license (the "License") to use the Licensed Technology in any manner deemed necessary, in ALL LINK LIVE'S sole discretion, to accomplish its Business, including, without limitation (a) to use and copy the Object Code to create the Licensed Technology Derivative Work from the Licensed Technology, accomplished by ALL LINK LIVE or its Contractor; (b) to create Documentation for use with the Licensed Technology Derivative Work and the Software; and/or (c) to license, sublease, use, copy, compile, develop, and market the Licensed Technology Derivative Work and all necessary Documentation as a part of the Software. As of the date first set forth above, MDS shall make available to ALL LINK LIVE, for ALL LINK LIVE'S use, the Licensed Technology. It is understood and agreed that this sub-license grant is subordinate to the terms and provisions of the Espre License Agreement. In the event of termination or expiration of the Espre License Agreement, this Sub-License Agreement shall automatically terminate. In the event that there are any inconsistencies between the terms of this Sub-License Agreement and the Espre License Agreement, the terms of the Espre License Agreement shall govern.

2.2             MDS's Ownership of Licensed Technology; Responsibility . Notwithstanding the granting of the License, MDS and/or ESPRE shall be and remain the sole and exclusive owners of the Licensed Technology and any Intellectual Property Rights therein with full discretion to direct and derive the economic benefit of its commercial exploitation, except as otherwise set forth herein. MDS and/or ESPRE shall vigorously prepare, file, prosecute, and maintain all of the patents comprising part of the Licensed Technology to the fullest extent possible at the sole cost and expense of MDS and/or ESPRE. ALL LINK LIVE shall have reasonable opportunities to advise MDS and shall cooperate with MDS and/or ESPRE in such filing, prosecution and maintenance of such patents, including, without limitation, to have any of ALL LINK LIVE'S employees testify when reasonably requested by MDS or ESPRE, and to make available any records, papers, information, specimens, and the like upon the reasonable request of MDS or ESPRE.

2.3             ALL LINK LIVE'S Ownership of Improvements and Adaptations . Subject to the ownership interest of MDS and/or ESPRE as described herein, ALL LINK LIVE shall be the owner of the Licensed Technology Derivative Work, Documentation, and Software that are developed by ALL LINK LIVE or any Contractor in furtherance of the Business, notwithstanding any assistance by MDS or ESPRE to ALL LINK LIVE in such development and related matters, including, without limitation, pursuant to any software development agreement and/or software maintenance agreement by and between MDS, ESPRE and ALL LINK LIVE. MDS will have the right to cross license the newly developed IP for non-competitive markets based under satisfactory terms as agreed to by ALL LINK LIVE.

2.4 License Consideration . In full consideration of MDS's grant of the License, ALL LINK LIVE shall pay, and/or has paid, to MDS, as a license fee ("License Fee") the aggregate amount of One Million United States Dollars (US$1,000,000.00), which is due and payable as follows:

(a)       A down payment of One Hundred and Twenty-Five Thousand United States Dollars(US$125,000.00), all of which has been paid by ALL LINK LIVE (such payment beingacknowledged by MDS); and

(b)       The sum of One Hundred and Twenty-Five Thousand United States Dollars (US$125,000.00) due and payable as follows:

$25,000.00 due and payable upon execution of this Agreement $25,000.00 due and payable on or before December 20 ^th , 2007 $25,000.00 due and payable on or before January 20 ^th , 2008; The remaining balance due upon the delivery of video chat; and

(c)       The balance of Seven Hundred Fifty Thousand United States Dollars (US$750,000.00) to be paid monthly at a rate of 20% from Net Monthly Revenues (as defined) collected in the month and which are due and payable within ten days (10) following the close of the prior month, until the aggregate License Fee obligation has been fulfilled.

It is understood and agreed that the payment of these monthly installments is dependent upon ALL LINK LIVE generating sufficient Net Revenues to support such monthly installments and ALL LINK LIVE is making no guarantee of such payments should such Net Revenues fail to support such payments.

ARTICLE III.

UPDATES, ROYALTY AND ADMINISTRATION FEES

3.1             Updates and Upgrades . In consideration of the Royalty (as defined), MDS and/or Espre shall provide and deliver to ALL LINK LIVE significant Updates on a regular basis, and significant Upgrades no less often than annually, beginning the first full calendar month following the receipt of funds concerning ALL LINK LIVE'S first sale and/or license of the Software.

3.2             Royalty . In consideration of MDS's providing Updates and Upgrades in accordance with Section 3.1 herein, ALL LINK LIVE shall pay to MDS, as a royalty ("Royalty"), ten percent (10%) of the Net Revenues (as defined) derived from the proceeds directly related to Video, Video Streaming and the use of the MDS Video Player beginning the first full calendar month following the receipt of funds concerning ALL LINK LIVE'S first sale or license of the Software, which Royalty shall be due in payable on a monthly basis within ten (10) Business Days following the close of each Month after receipt of the Updates and/or Updates as described in Section 3.1 herein. ALL LINK LIVE shall have no obligation to pay such Royalty unless and until MDS has performed in accordance with Section 3.1 .

3.3 Record Keeping System . ALL LINK LIVE shall establish and maintain, at its own expense, bookkeeping, accounting, and record keeping systems, including the preparation and retention of books and records. MDS shall have the right to review a statement summarizing Gross Revenues receipts on a quarterly basis upon ten (10) Business Days' prior written notice to ALL LINK LIVE. ALL LINK LIVE shall provide a report to MDS of all persons or entities from which Gross Revenues have been derived in the previous quarter.

WARRANTIES AND COVENANTS

4.1             Valid and Existing Authority . Each party does hereby warrant to the other that, as of the date of this Agreement, this Agreement has been duly and validly authorized and executed by it and is its valid and binding obligation and that it has the legal right and authority to execute this Agreement.

4.2             Force and Effect . MDS and ESPRE hereby jointly and severally represent and warrant that, as of the date of this Agreement (a) the Licensed Technology is valid and existing in full force and effect and (b) no Licensed Technology is subject to any proceeding or outstanding decree, order, judgment, settlement or other similar agreement or stipulation that restricts in any manner the use, transfer or licensing thereof by MDS and ESPRE or would affect the validity, use or enforceability of the Licensed Technology.

4.3             No Violation . MDS and ESPRE hereby jointly and severally represent and warrant that, as of the date of this Agreement (a) the consummation of the transactions contemplated by this Agreement will not result in the loss of, or otherwise adversely affect, any ownership rights of MDS or ESPRE in the Licensed Technology, or result in the breach or termination of any license, contract or agreement to which MDS or ESPRE is a party with respect to the Licensed Technology and (b) the consummation of the transactions contemplated by this Agreement will not cause or obligate MDS or ESPRE to (i) grant to any Person any rights or licenses with respect to the Licensed Technology, or (ii) pay any royalties or other amounts with respect to the Licensed Technology in excess of those being paid prior to the execution of this Agreement.

4.4             Infringement . MDS and ESPRE hereby jointly and severally represent and warrant that, as of the date of this Agreement (a) no claim or allegation has been made by any Person that the Licensed Technology or any part thereof infringes upon any United States issued patent, trade secret or copyright of such Person; (b) MDS and ESPRE know of no claim by any Person that the Licensed Technology or any part thereof infringes upon any Person's patent, copyright, trademark, trade secret, or any other intellectual property of such Person, or of any applicable law or regulation; (c) there is no pending claim by MDS or Espre against any Person for infringing or misappropriating the Licensed Technology; (d) without limiting the foregoing, there is no pending claim by any Person, other than MDS or ESPRE, against any Person for infringing or misappropriating the Licensed Technology; and (e) ALL LINK LIVE'S use of the Licensed Technology will not infringe upon the intellectual property rights of any third party.

4.5            Ownership . MDS and ESPRE hereby jointly and severally represent and warrant that, as of the date of this Agreement (a) MDS and/or ESPRE have sole and e