WEBCAST DISTRIBUTION AGREEMENT

This Webcast Distribution Agreement ("Agreement") is made on _________________________ ("Service Commencement Date"), by and between _________________________________, a ___________________ corporation ("Webcast Distributor"), with offices at _______________________, and ___________________________, a _______________________ corporation ("Content Provider"), with offices at __________________________.

WHEREAS, Content Provider desires to have Webcast Distributor distribute, and Webcast Distributor desires to distribute, certain portions of Content Provider's content and Internet websites to providers of Internet access services.

NOW, THEREFORE, the parties hereto, for the below mentioned consideration and other good and valuable consideration recognized by the parties, hereby agree as follows:

1. DEFINITIONS.

(a) WEBCAST DISTRIBUTION SERVICE: a service incorporating the Content Distri[portion deleted - included in fully licensed version]d Ancillary Service.

(b) CONTENT DISTRIBUTION SERVICE: The service provided by Webcast Distributor, whereby Webcast Distributor distributes Content through a system of satellite communications and/or terrestrial comm[portion deleted - included in fully licensed version]ent, one or more computer servers, and appropriate software to Webcast Distributor defined entities which may include entities which provide access to the Internet to consumers, commercial e[portion deleted - included in fully licensed version] intranets, and other third parties, both domestic and international, regardless of the means of access to the Internet offered thereby.

(c) CENTRALIZED DISTRIBUTION SERVICE: The service will generally conform to a service which allows users of the Internet to connect to an Webcast Distributor operated server/servers which contains the Content. Such access by Internet users will be effectuated through the use of an Webcast Distributor specifie[portion deleted - included in fully licensed version] served, amounts to be kept as static, on demand or HTTP, and bit-rate at which such streams will be served will be as mutually agreed between the Parties and as are reasonable.

(d) ANCILLARY SERVICE: Any service provided by Webcast Distributor beyond that covered in the Content Distribution Service and Centralized Distribution Service.

(e) CONTENT: The Content Provider's Internet Web site (s) or other media as agreed upon mutually by the parties and provided by Content Provider to Webcast Distributor. Webcast Distributor will accept [portion deleted - included in fully licensed version]dows Media Player format and Real format on the Centralized Distribution Service and, as it becomes available on the Content Distribution Service, including streaming MPEG for the[portion deleted - included in fully licensed version]tes for the aforementioned formats will be as mutually agreed between the Parties.

(f) TELECOMMUNICATIONS PROVIDER: Any entity with which Webcast Distrib[portion deleted - included in fully licensed version] for telecommunications services for the purpose of providing the Webcast Distribution Service.

2. CONTENT PREPARATION, DISTRIBUTION, SERVICE, LICENSE AND OWNERSHIP.

(a) CONTENT PREPARATION: Webcast Distributor shall prepare the Content for such services as Content provider has elected to have Webcast Distributor provide. Content Provider shall provide Webcast Distributor with the access, to Content Provider facilities and/or the Content, needed for Webcast Distributor to prepare said C[portion deleted - included in fully licensed version]that Content Provider has elected to use. Content Provider understands that certain equipment may need to be installed at Content Provider facilities and that such equipment is wholly owned by Webcast Distributor or its assigns. Content Provider understands that Webcast Distributor's[portion deleted - included in fully licensed version], Content Provider will use reasonable efforts to timely provide Webcast Distributor with the items, access and assistance required to complete such activities, and any dates or time periods relevant to performance by a Party shall be appropriately and equitably extended to account for any delays due to the other Party.

All information contained with this document is confidential to the Parties hereto and shall not be reproduced or disclosed to any third party without written consent of the Parties.

(b) WEBCAST DISTRIBUTION SERVICE: Subject to availability and the terms and conditions hereto, Webcast Distributor undertakes to provide such Services as are elected by the Content [portion deleted - included in fully licensed version]of this Agreement and specified below. However, in the event that Content Provider materially breaches any provision of this Agreement, Webcast Distributor shall not be under any obligation to provide any service.

(i) Content Distribution Service: Webcast Distributor shall provide the Content Distribution Service subject to the terms herein for payment as specified in Articles 5(a). Included in the Content Distribu[portion deleted - included in fully licensed version]nt Provider location and retrieval of pre-encoded streaming media in a form and format mutually agreed by the Parties. Content Provider and Webcast Distributor will work in good faith to agree on reasonable time limits for on demand file storage at MaxCasters.

(ii) Centralized Distribution Service: Webcast Distributor shall providethe Centralized Distribution Service subject to the terms herein for payment as specified in Articles 5(b). Included in the Centr[portion deleted - included in fully licensed version]tent acquisition in a reasonable and mutually agreeable manner, acquisition of Static, on-demand or HTTP Content in a mutually agreeable size and time of transfer over the Internet or by physical trans[portion deleted - included in fully licensed version]specified format.

(iii) Ancillary Service: Subject to availability, Webcast Distributor shall provide such services as are mutually agreed by the Parties at the then current negotiated price for payment in a form and manner as set forth in Article 5(b).

(c) LICENSE: Content Provider hereby grants to Webcast Distributor, solely for distribution through Webcast Distributor services that allow viewers to select the Content from Content Provider web site and are redirected to Webcast Distributor equipment, and Webcast Distributor accepts, a worldwide, non-exclusive, [portion deleted - included in fully licensed version]t Distribution Service for the purposes of this Agreement. This license includes the right to allow Telecommunications Providers to perform the same functions as Webcast Distributor as pa[portion deleted - included in fully licensed version]eption and use of the Content, while being transported in the Webcast Distributor network, and will take reasonable security measures to prevent such unauthorized and unlawful use or copying by third parties not intended under this Agreement to receive said Content.

(d) OWNERSHIP: Content Provider or its licensors retains all right, title and interest to the Content. Webcast Distributor or its assigns retains all right, title and interest to all software, products, equipmen[portion deleted - included in fully licensed version]ther intellectual property created, used or provided by Webcast Distributor in connection with the Webcast Distribution Service, and other activities performed by Webcast Distributor pursuant to this Agreement.

3. PROMOTION. Each Party shall have the right to make public announcem[portion deleted - included in fully licensed version]ess releases using the other Party's name provided they have obtained prior written approval, which shall not be unreasonably withheld.

4. TERM AND TERMINATION. This Agreement shall continue with full force and effect fo[portion deleted - included in fully licensed version]nths from the Service Commencement Date (the "Initial Term") and shall thereafter renew for successive one (1) year terms (each, a "Renewal Term") unless terminated by either Party for any reason upon thirty (30) days notice prior to the end of the Initial Term or any Renewal Term, as the case may [portion deleted - included in fully licensed version]erm"). In the event Webcast Distributor changes its pricing or services as set forth in Exhibit A, Content Provider may, prior to the effective date of the new pricing, terminate, with thirty (30) days notice, during which current pricing would apply, otherwise the Agreement will continue to the next Renewal Term unless terminated pursuant to another provision of this Agreement. Either Party may terminate this Agreement at any time, effective immediately, upon writte[portion deleted - included in fully licensed version]he other Party, if such other Party: (i) breaches any of its material obligations hereunder and fails to cure such breach (or to provide evidence, to the other Party's reasonable satisfaction, that it is working diligently towards curing and will have cured within an agreed-upon timeframe) within sixty (60) days of receipt [portion deleted - included in fully licensed version]s. Any such termination shall be without any liability to or obligation of the terminating Party, other than with respect to any breach of obligations under this Agreement prior to termination. In the event of termination of this Agreement fo[portion deleted - included in fully licensed version] reason the following shall remain in full force and effect: Article 2(d), and Articles 6, 7, and 8.

5. PAYMENT

a) Webcast Distributor will provide the Content Distribution Service at pricing set forth within Schedule A. Payments shall be made in a manner consistent with Articles 5(c), 5(d) and 5(e).

b) Any Centralized Distribution Service or Ancillary Service elected by Content Provider and provided by Webcast Distributor hereunder shall be at Webcast Distributor's then current negotiated rate[portion deleted - included in fully licensed version]ervice elected. Payments shall be made in a manner consistent with Articles 5(c), 5(d) and 5(e).

c) Invoicing shall be on a monthly basis and all payments shall be made net 30 days up[portion deleted - included in fully licensed version] of invoice to the address specified on each invoice.

d) All prices set forth herein are exclusive of taxes with[portion deleted - included in fully licensed version]tion Service. Content Provider is responsible for any taxes associated with the Webcast Distribution Services.

e) Notwithstanding the above any Content Provider located outside the Unite[portion deleted - included in fully licensed version]yments via wire transfer to the account specified within each invoice in US dollars.

6. WARRANTIES AND INDEMNIFICATION.

(a) Content Provider warrants and represents that: (i) it owns or has properly licensed all rights in the Content necessary to grant the rights and licensed granted hereunder; (ii) the Content is[portion deleted - included in fully licensed version]ll applicable federal, state and local laws and regulations.

(b) Webcast Distributor warrants and represents that: (i) it owns or has properly licensed all rights in all technology used to implement the Webcast Distribution Service necessary to grant the rights and lice[portion deleted - included in fully licensed version]under; (ii) none of the technology used to implement the Webcast Distribution Service infringes or misappropriates any intellectual property right of a third party; and (iii) operation of th[portion deleted - included in fully licensed version]plies with all applicable federal, state and local laws and regulations.

(c) Each party ("Indemnifying party") shall indemnify and hold harmless the other party ("Indemnified party") for any breach or claim arising out of or related to the Indemnifying party's warranties, including payment of all damages, losses, expenses, costs and attorney's fees; provided that: (i) the Indemnified part[portion deleted - included in fully licensed version]reasonable assistance to the Indemnifying party in defending the claim, at the Indemnifying party's expense; and (iii) the Indemnifying party shall have sole control over the defense of the claim and all settlement negotiations. No settlement shall be effective (or indemnified) unless it is approved in writing by the Indemnifying party. T[portion deleted - included in fully licensed version]ing indemnity shall be a party's sole remedy for a breach of any warranty given by such party hereunder.

(d) EXCEPT FOR THE WARRANTIES SET FORTH IN THIS ARTICLE, NEITHER PARTY MAKES ANY OTHER WARRANTIES IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT, AND DISCLAIMS ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, [portion deleted - included in fully licensed version]ND NON-INFRINGEMENT. WEBCAST DISTRIBUTOR SPECIFICALLY DISCLAIMS ALL WARRANTIES THAT THE WEBCAST DISTRIBUTION SERVICE WILL MEET ANY STAN[portion deleted - included in fully licensed version]D OF PERFORMANCE OR ACCURACY OR THAT IT WILL BE ERROR-FREE.

7. LIMITATION OF LIABILITIES. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR ANYONE ELSE FOR DAMAGES IN EXCESS[portion deleted - included in fully licensed version] COLLATERAL, PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL, LOSS O[portion deleted - included in fully licensed version], LOSS OF SAVINGS, LOSS OF USE, INTERRUPTIONS OF BUSINESS, AND CLAIMS OF CUSTOMERS) WHETHER SUCH DAMAGES OCCUR

PRIOR OR SUBSEQUENT TO, OR ARE ALLEGED AS A RESULT OF, TORTIOUS CONDUCT OR BREACH OF ANY OF THE PROVISIONS OF THIS AGREEMENT, EVEN IF EITH[portion deleted - included in fully licensed version] BEEN ADVISED BY THE OTHER OR ANY OTHER THIRD PARTY OF THE POSSIBILITY OF SUCH DAMAGES.

8. NON DISCLOSURE. Each party acknowlContents that during the term of this Agreement it may receive Confidential Information of the other party. "Confidential Information" shall mean all business, technical and financial information, whether in tangible form or communicated orally, which is labeled or stamped "confidential," "proprietary," or words to that effect. Notwithstanding the foregoing, any technology used by Webcast D[portion deleted - included in fully licensed version] Excluded from the foregoing definition is information which: (i) is or becomes generally known or available to the public other than as a consequence of a breach of this Agreement; (ii) was properly known or otherwise available to the receiving party prior to its disclosure; (iii) was properly disclosed by a third party to the receiving party withou[portion deleted - included in fully licensed version]dependently developed by the receiving party without access to Confidential Information. The party receiving Confidential Information shall not, during the term of this Agreement and for three (3) years after the termination of this Agreement, disclose any Confidential Information of the disclosing party to any third party or use any Confidential Information for its benefit or for the benefit of any third party except as permit[portion deleted - included in fully licensed version], and in no case lesser precautions than the receiving party takes with its own similar Confidential Information. Upon termination of this Agreement for any reason, each party shall immediately return or destroy all Confidential Information of the other party in its possession or control.

9. MISCELLANEOUS.

Force Majeure: Neither Party shall be responsible for the effects of events of force majeure, including, but not limited to, an act of God, strike, lockout or other interference with work, war declared or undeclared, blockade, disturbance, lightning, fire, earthquake, storm, flood, explosion, network failures, error in the coding of elect[portion deleted - included in fully licensed version]nt expropriation prohibition intervention direction or embargo, unavailability or delay in availability of equipment or transport, inability or delay in obtaining governmental or quasi-governmental approvals consents permits licenses authorities or allocations, and any other cause whether of the kind specified above or otherwise[portion deleted - included in fully licensed version]ably within the control of the Party affected.

Assignment: Neither Party may assign or transfer this Agreement or any right, duty or obligation hereunder to any third party without prior written consent of the other Party, and any such attempt shall be[portion deleted - included in fully licensed version]ntially all of the business or assets of such Party.

Choice of Law: This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of California, without regards to its choice of law provisions. The exclusive jurisd[portion deleted - included in fully licensed version]eeding regarding this Agreement shall be in the courts[portion deleted - included in fully licensed version]

Waiver: A waiver of a breach or default under this Agreement shall not be a waiver of any subsequent default. Failure of either Party to enforce compliance with any term or condition of this Agreement shall no[portion deleted - included in fully licensed version]such term or condition.

Drafting: If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions shall not in any way b[portion deleted - included in fully licensed version]ereby.

No Partnership: The Parties shall remain independent contractors to each ot[portion deleted - included in fully licensed version]ve the right or authority to bind the other Party to any obligation not expressly and unambiguously stated herein.

Notices: All notices hereunder shall be in writing, made via registered mail or facsimile to[portion deleted - included in fully licensed version]s first written above (or such replacement addresses provided by proper notice), and shall be deemed to be received when: (i) in the case of registered mail, on the date of registration or (ii) in the case of facsimile, on the date indicated in the confirmation of transmission.

Integration: This Agreement supercedes and replaces any and all prior agreements, understandings or arrangements, whether oral or written, heretofore made between the Parties an[portion deleted - included in fully licensed version]r of this Agreement. This Agreement may not be altered or amended except by an express written agreement signed by both parties hereto.

IN WITNESS WHEREOF each party executes this Agreement by an officer duly authorized to bind such party as of the date set forth below.

SCHEDULE A

PRICING

A: CONTENT SERVING ON-DEMAND PRICING

B: CONTENT STORAGE CHARGES FOR ON-DEMAND CONTENT