MULTIMEDIA TRANSMISSION SERVICE AGREEMENT

This agreement (the "Agreement") is by and between __________________ ("Multimedia Distributor") and Customer for the provision by Mult[portion deleted - included in fully licensed version]ivery for electronic video content services as more particularly described below. The parties hereby agree as follows:

1. MULTIMEDIA DISTRIBUTOR SERVICE DESCRIPTION. The Multimedia Distributor service (the "Service") supports dissemination of Customer's electronic audio/video content through Multimedia Distributor servers and the global Internet. Content may include multimedia based advertisement, product information, announcements, news, or other information or data, collectively called the "Content".

2. SERVICE COMMENCEMENT AND FEES. Service commencement s[portion deleted - included in fully licensed version]imedia Distributor's receipt of the completed Multimedia Distributor Service Order Form ("Order Form") and signed Agreement.

3. TERM/EXTENSION/TERMINATION.

A. INITIAL TERM AND EXTENSIONS. Service commencement shall be upon Multimedia Distributor's receipt of the completed Multimedia Dis[portion deleted - included in fully licensed version]orm and shall last 3 months. This agreement is subject to month-to-month automatic extensions following the initial three month p[portion deleted - included in fully licensed version]ice of cancellation is provided to Multimedia Distributor as provided in 3(B)(3) below.

B. TERMINATION.

(1) BY MULTIMEDIA DISTRIBUTOR FOR NON-PAYMENT. After forty-five (45) days of non-payment from Multimedia Distributor invoice due date, Multimedia Distributor may terminate this Agreement and[portion deleted - included in fully licensed version]ia Distributor's sole discretion. To re-enable Service, repayment of the Service Start-Up charge will be required and payment of any past due balances. Termination for[portion deleted - included in fully licensed version]eve Customer's responsibilities under this Agreement, including but not limited to, its obligation to pay fees up to the date of termination.

(2) BY MULTIMEDIA DISTRIBUTOR WITHOUT NOTICE. Should Customer's Content directly or indirectly, a[portion deleted - included in fully licensed version]legedly (1) violate any international, United States, foreign, state, local or other applicable law, regulation, rule or order of any applicable regulator[portion deleted - included in fully licensed version] of competent jurisdiction, (2) infringe or constitute the unauthorized use of any patent right, copyright, trademark, service mark, trade name or other intellectual property right of any third party,

(3) constitute, be based on or involve the misappropriation of any trade secret or other intellectual property right of any th[portion deleted - included in fully licensed version]r or involve any defamatory, threatening or obscene purpose or in violation of any community standard, then Multimedia Distributor may terminate this Agreement and[portion deleted - included in fully licensed version]t notice to Customer, but provide a refund to Customer for any unused Service fees.

(4) BY EITHER PARTY FOR CONVENIENCE. After the initial [portion deleted - included in fully licensed version] the term shall be month-to-month and either party may terminate this Agreement and the Service for any reason upon thirty (30) days prior written notice.

4. SERVICE USAGE RESTRICTIONS.

A. Customer hereby represents and warrants to Multimedia Distributor, as of the date of this Agreement, as of each date on which Customer con[portion deleted - included in fully licensed version]ch the term of this Agreement is extended pursuant to Section 3.A above, that neither the Content nor Customer's use of the Service (1) violated any international, United States, foreign, state, local or other applicable law, regulations, rule or order of any applicable regulatory [portion deleted - included in fully licensed version]t of competent jurisdiction, (2) infringes or constitutes the unauthorized use of any patent right, copyright, trademark, service mark, trade name or other intellectual property right of any third party, (3) constitute[portion deleted - included in fully licensed version]third party, or (4) is used for or involves any defamatory, threatening or obscene purpose.

B. Customer shall not use the Service, whether in general or with respect to any particular Content, in any manner which directly or[portion deleted - included in fully licensed version]1) violate any international, United States, foreign, state, local or other applicable law, regulation, rule or order of any applicable regulatory authority or court of competent jurisdiction, (2) infringe or cons[portion deleted - included in fully licensed version] other intellectual property right of any third party, (3) constitute, be based on or involve the misappropriation of any trade secret or other intellectual property right of any third party, or (4) be for o[portion deleted - included in fully licensed version]ory, threatening or obscene purpose.

5. SERVICE USAGE STATISTICS. Customer authorizes Multimedia Distributor to distribute the Customer's Service usage statistics to selected and[portion deleted - included in fully licensed version]pient without identifying Customer by name.

6. VIDEO GUIDE. Customer authorizes Multimedia Distributor the right to list and link to the Customer's Web Site from within Multimedia Distributor's[portion deleted - included in fully licensed version]nd/or additional section of its World Wide Web site. Multimedia Distributor shall have the right to use the name of Customer for Multimedia Distributor's own promotional use or as required by law.

7. CUSTOMER USE ONLY. This Service is for the Customer's global Internet content offerings only. Customer shall not use the Serv[portion deleted - included in fully licensed version]cle of reselling the Multimedia Distributor Service. Co-Marketing Valu[portion deleted - included in fully licensed version]press written agreement of Multimedia Distributor in its sole discretion.

8. CONTENT PREPARATION AND MANAGEMENT.

A. Customer has full obligation and responsibility for preparation of Content, including encoding of Content to digital formats as required by the Service, except as otherwise agreed in writing.

B. Company has full obligation and responsibility for placement and removal of Content hosted on Multimedia Distributor video servers, except as otherwise a[portion deleted - included in fully licensed version]mation, including Multimedia Distributor vid[portion deleted - included in fully licensed version]n, regarding actions necessary to remove and add Content onto the Service.

9. NO HISTORICAL ARCHIVAL OF CONTENT. While Multimedia Distributor backs up its server computers as a regular part of its internal systems administration, [portion deleted - included in fully licensed version] that it does not provide or gaurantee any storage or backup of Customer's Content. Customer is responsible for providing any storage, ba[portion deleted - included in fully licensed version]er or for Customer by a different party.

10. CUSTOMER INDEMNITY. Customer expressly acknowledges (1) that Customer is solely responsible for the Content which it selects to[portion deleted - included in fully licensed version]xpenses that may relate in any manner whatsoever to the Content, and (2) that nterVU is in no way responsible for such Content or for any claims, losses, liabilities, damages and expenses t[portion deleted - included in fully licensed version]demnify and hold harmless Multimedia Distributor and its subsidiaries, directors and employees, its agents, shareholders and subcontractors, against any and all claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees and c[portion deleted - included in fully licensed version]laim, demand, action or other proceeding by any third party (including any governmental authority) arising from or relating to (1) any misrepresentation or breach of warranty by Customer hereunder, (2) the breach by Customer of any obligation hereunder, or (3) Customer's design, creation, provision or use of information and technologies in their[portion deleted - included in fully licensed version]rets, trade names, patents, intellectual property rights or obscenity laws in any country or jurisd[portion deleted - included in fully licensed version] in which the Content can be viewed or retrieved.

11. WARRANTIES. MULTIMEDIA DISTRIBUTOR WARRANTS AND REPRESENTS THAT IT HAS THE RIGHT TO ENTER INTO THIS AGREEMENT AND ITS EXECUTION[portion deleted - included in fully licensed version]ES CUSTOMER FOR SUCH WARRANTY AND REPRESENTATION. CUSTOMER'S INDEMNITY OF MULTIMEDIA DISTRIBUTOR SHALL, IN NO EVENT, EXCEED THE AGGREGATE FEES PAYABLE HEREUNDER TO MULTIMEDIA DISTRIBUTOR.

12. LIMITATION OF LIABILITY. THE LIABILITY OF MULTIMEDIA DISTRIBUTOR FOR ANY BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHER[portion deleted - included in fully licensed version]ATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AGGREGATE AMOUNTS ACTUALLY PAID BY CUSTOMER TO MULTIMEDIA DISTRIBUTOR UNDER THIS AGREEMENT EXCEPT UNDER THE INDEMNITY PROVISION OF SECTION 10 ABOVE. IN NO EV[portion deleted - included in fully licensed version]INDIRECT OR PUNITIVE DAMAGES ARISING OUT OF OR IN RELATION TO THIS AGREEMENT. EXCEPT FOR THE PAYMENT OF ANY MONIES OWED UNDER THIS AGREEMENT, NEITHER PARTY SHALL BE HELD LIABLE OR RESPONSIBLE TO THE OTHER PARTY, NOR BE DEEMED TO HAVE DEFAULTED UNDER OR BREACHED THIS AGREEMENT, FOR FAILURE OR DELAY IN FULFILLING OR PERFORMING [portion deleted - included in fully licensed version] CAUSED BY OR RESULTS FROM CAUSES BEYOND THE REASONABLE CONTROL OF THE AFFECTED PARTY INCLUDING BUT NOT LIMITED TO FIRE, FLOODS, EMBARGOES, WAR, ACTS OF WAR (WHETHER WAR BE DECLARED OR NOT), INSURRECTIONS, RIOTS, CIVIL COMMOTIONS, STRIKES, LOCKOUTS, OR OTHER LABOR DISTURBANCES, ACTS OF GOD, ACTS, OMISSIONS OR [portion deleted - included in fully licensed version]CES, SHALL EITHER PARTY BE LIABLE UNDER ANY THEORY OF LIABILITY OR FOR ANY CLAIMS OR DAMAGES INCLUDING, WITHOUT LIMITATION, INDIRECT, GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR OTHER SIMILAR DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE ANY PRODUCT, OR SERVICE PROVIDED HEREUNDER OR OTHERWISE RELATING TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, DAMAGES FO[portion deleted - included in fully licensed version] ANY OTHER PECUNIARY LOSS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. INTELLECTUAL PROPERTY RIGHTS. Except as otherwise provided in this Agreement, under no circumstances shall a party, as a result o[portion deleted - included in fully licensed version]ng patent applications, trade secrets, copyrights, trademarks, tradenames or other intellectual property rights of the other party.

14. INDEPENDENT CONTRACTORS. The parties acknowledge that Multimedia Distributor and Customer are independent contractors, and that nothing in this Agreement shall be construed to create a joint venture, partnership or[portion deleted - included in fully licensed version]

15. NO ASSIGNMENT. Customer shall not assign, transfer or otherwise dispose of this Agreement or any interest therein, whether voluntarily, by operation of law or otherwise, except to an entity either wholly owned by or which substantially or wholly owns Customer, without the prior express written consent of [portion deleted - included in fully licensed version]ibutor of any permitted assignment, transfer for other disposition and the permitted assignment or transfer shall expressly agree in writing to be bound by the terms and conditions hereof. Any purported assignment transfer or other disposition shall be void.

16. GENERAL TERMS. In the event of termination of Service hereunder for any reason. Customers's obligations with respect to unpaid [portion deleted - included in fully licensed version]this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect. This Agreement represents the complete agreement and understanding of this portion, with respect to the subj[portion deleted - included in fully licensed version]itten or oral. In the event of any conflict arising between Customer's purchase under terms and this Agreement, this Agreement shall take precedence. This agreement may be modified only in writing, signed by both parties. This Agreement shall be governed by and construed in accordance with the Laws of the State of[portion deleted - included in fully licensed version]t in the courts of New York or California.

17. The parties represent and warrant that they have full[portion deleted - included in fully licensed version]rm their obligations hereunder, and that the person whose signature appears below is duly authorized to enter into this Agreement on behalf of the party of whom they represent. Each party also represents and warrents that this Agreement is a valid binding and uneforceable agreement against it in accordance with its terms.

In Witness Whereof, the Parties have entered into this Agreement: