AFFILIATION AGREEMENT SUB-DISTRIBUTION AND PRIVATE CABLE AGGREGATION AGREEMENT

f.            Subscriber. "Subscriber" shall mean any customer of Distributor or of any System or System Owner, who receives any level of television service directly from a System; provided that Subscribers shall not include (i) any facility used primarily to monitor and control programs telecast on any such System, and (ii) any illegal connection not authorized by a System. The term "Residential Subscriber" shall include any Subscriber receiving the Service in a single family dwelling unit, including, but not limited to apartments, condominiums and single family homes. The term "Commercial Subscriber" shall include any Subscriber receiving the Service at a commercial location, including, but not limited to, a hotel, motel, inn or similar place of accommodation, school, dormitory, nursing home, hospital, prison or office or business location. Without limiting the scope or generality of the foregoing, each hotel or motel room, each school, dormitory, hospital or patient room, each prison cell and each private business office (based on 100% occupancy of each such room, cell or office) authorized to receive the Service shall be deemed a Commercial Subscriber. The term Subscriber may not include any public viewing area or location for which a separate admission fee is charged for viewing programming and distributor acknowledges that this Agreement is not intended to grant any right to distribute to any such viewing location. Distributor may not distribute the Service to any hotel, motel, inn or similar place of accommodation, or to any nursing home or hospital, unless the Service is received by each guest room or patient room therein as well as all other television sets in such locale and no special fee or charge is imposed by Distributor or anyone else for the privilege of receiving or viewing the Service in each such room. In the case of customers who receive cable television service in multiple dwelling facilities such as apartments and condominiums pursuant to bulk rate arrangements (each a "Bulk-Rate Subscriber"), the number of Service Subscribers (defined below) shall be counted on an equivalent basis at a number equal to, the number obtained by dividing: (x) the aggregate monthly dollar amount billed to the Bulk Rate Subscriber by (y) the monthly basic rate charged to the largest number of Residential Subscribers by the respective System for a package of services containing the Service. Notwithstanding the foregoing, neither Distributor nor any System Owner shall be entitled to apply the bulk-rate formula if any such dwelling unit or similar individual unit receives a separate bill or invoice.

a.          DREAM LEAGUE NETWORK hereby grants Distributor the non-exclusive right during the Term (subject to the requirements and exclusions in Schedule A) to distribute the Service to Residential Subscribers, Commercial Subscribers and Bulk Billed Subscribers located in the Territory of the following Systems: (i) those Systems set forth on Schedule B attached hereto as of the date of this Agreement; and (ii) those Systems which are set forth by Distributor on an amended Schedule B. Distributor agrees to supply to DREAM LEAGUE NETWORK in each instance where Distributor desires to add a System subsequent to the date of this Agreement (the right to distribute and exhibit shall become effective on the thirtieth (30th) day after receipt by DREAM LEAGUE NETWORK of such an amended Schedule B (the "System Effective Date") if DREAM LEAGUE NETWORK does not notify Distributor in writing that it objects to such additions. Distributor must cause each System Owner to distribute the Service via each System in accordance with the terms of this Agreement to the System's Subscribers within the System's Service Area.

f.           Notwithstanding subsection (d) above, Distributor's right to distribute the Service on Systems that distribute the Service in a digital format is conditioned upon (i) the digital transmission signal of the Service in each such System being, at all times during the Term, substantially of the same aural and visual quality as the Service signal transmitted by DREAM LEAGUE NETWORK to Distributor or to the Systems, and (ii) such Service signal transmitted by the Systems not having a lower resolution or being subject to a higher compression ratio than that of the signal transmitted by the systems of any other comparable advertiser-supported programming service distributed by any other major distributor of digital programming services (e.g., HITS).

a.           Reservation of Rights. All rights not specifically granted to Distributor by this Agreement in and to the Service and its content are reserved to DREAM LEAGUE NETWORK for its sole and exclusive use, disposition and exploitation and are exercisable by DREAM LEAGUE NETWORK at any time, in any location and by any means whatsoever.

b.           Notices. All notices and statements required to be given hereunder shall be given n writing; certified U.S. mail, return receipt requested; or personal delivery to the parties at the above addresses, and the date of such personal delivery shall be deemed the date of the giving of such notice or, in the case of certified mail, three (3) business days after deposit in the U.S. mail.

c.           Assignment. This Agreement may not be assigned or otherwise transferred by Distributor without the prior written consent of and unless all amounts due and owing to DREAM LEAGUE NETWORK by Distributor up to and including the date of assignment or other transfer have been paid in full. A purported assignment or other transfer made without the prior written consent of DREAM LEAGUE NETWORK shall not relieve the purported assignor or transferor of its obligations hereunder.

d.           Waivers. Any waiver by either party of any breach of any term or condition of this Agreement shall not be deemed to be a waiver of any rights or remedies resulting from that breach, nor shall such waiver constitute a waiver of any other term or condition of this Agreement.

f.            Entire Agreement. This Agreement constitute the entire agreement between the parties with respect to the subject matter covered and supersedes and replaces any prior agreements and representations between the parties. This Agreement may be executed in multiple counterparts, each of which shall be deemed valid and binding. Facsimile signatures shall be sufficient to evidence the binding nature of this Agreement.

h.           Press Releases. Neither party may issue any press release or make any other public announcement announcing the relationship formed or to be formed by this Agreement, without the prior written approval of the other party.

i.           Attorney's Fees. Should any legal proceeding be necessary to construe or enforce the provisions of this Agreement, the prevailing party in such legal action shall be entitled to recover all court costs, reasonable attorney's fees, and costs of enforcing or collecting any judgment awarded.

h.          Governing Law and Jurisdiction: This Agreement has been delivered at and shall be deemed to have been made and entered into in Tennessee. Accordingly, the rights and liabilities of the parties shall be determined in accordance with the laws of the State of Tennessee, without regard to its principles of conflicts of laws. The parties agree that this Agreement shall be litigated solely and exclusively in the appropriate federal and state courts located in Tennessee and irrevocably submit to the jurisdiction of such courts.

i.           Third Party Beneficiary. The provisions of this Agreement are not intended to be for the benefit of any third party, whether Service Subscriber(s), System Owners(s) or otherwise, and no Subscriber or System Owner shall be deemed to have any privity of contract with DREAM LEAGUE NETWORK by virtue of this Agreement or the delivery of the Service. Distributor shall ensure that DREAM LEAGUE NETWORK is a third party beneficiary of its agreements with System Owners (either by name or generally by reference to all networks provided through Distributor).

1.           Franchise Liability and Taxes. DREAM LEAGUE NETWORK shall not be liable for, and Distributor and/or the Systems Owners shall pay and forever hold DREAM LEAGUE NETWORK harmless from, any and all sales, use, excise, income, franchise, corporate or similar taxes (including, without limitation, any fees payable to local or state franchising authorities) or other charges which are or may be imposed upon or assessed against Distributor, any System or any System Owner, and/or which are based upon or measured by revenues derived by Distributor, any System or any System Owner, from the exploitation of the rights granted pursuant to this Agreement (including, without limitation, any tax or charge based upon any goods or services furnished to Distributor by DREAM LEAGUE NETWORK, which goods or services are then passed on to Distributor's Subscribers or to the Systems or System Owners).

m.          Headings and Exhibits. Section headings used herein are for convenience only and shall not be deemed to be part of this Agreement. All exhibits referred to herein are hereby made a part hereof and incorporated into this Agreement by this reference.

n.           Severability. The invalidity under applicable law of any provision of this Agreement shall not affect the validity of any other provision of this Agreement, and in the event that any provision of this Agreement is deemed to be invalid or otherwise illegal or unenforceable, this Agreement shall remain effective and shall be construed in accordance with its terms as if the invalid, illegal or unenforceable provision were not contained herein.

p. Compliance with Law. The obligations of Distributor and DREAM LEAGUE NETWORK under this Agreement are subject to all applicable federal, state and local laws, rules, and regulations (including, but not limited to, the Cable Communications Policy Act of 1984 [P.L. 98-549] (as amended by the Cable Television Consumer Protection and Competition Act of 1992 [P.L. 102-385]), the Communications Act of 1934, as amended, and the rules and regulations of the Federal Communications Commission, as further amended from time to time).

q. Limitation of Liability. Neither DREAM LEAGUE NETWORK, nor any of its affiliated companies shall, for any reason or under any legal theory, be liable to Affiliate or any of its affiliated companies for any special, indirect, incidental or consequential damages or for loss of profits, revenues, data or services, regardless of whether such damages or loss was foreseeable or regardless of whether DREAM LEAGUE NETWORK was informed or had direct or implied knowledge of the possibility of such damages or loss in advance.

Distributor represents and warrants with respect to each of the below Systems (including Systems added after the date of this Agreement as permitted by this Agreement) that (1) it has a valid written agreement in effect at all relevant times with the System to distribute the Service via the System in accordance with the terms and conditions of this Agreement, (2) it does not own any equity interest in the System, and (3) if governmentally required, the System holds a valid franchise covering the Service Area for the Term.

In addition to the information required below, Distributor shall also provide with the following information for each System listed below (upon execution of this Agreement) and each System added to an amended Exhibit A (upon launch of the System) during the Term (which information shall be deemed incorporated by reference into this Agreement):