Contract Acceptance Notice between Vodafone UK Content Services Ltd and WAAT Media Corporation

Summary

This notice confirms that Vodafone UK Content Services Ltd accepts the standing offer from WAAT Media Corporation under the Vodafone Master Global Content Reseller Terms and Conditions dated January 17, 2005. The agreement allows Vodafone to resell content provided by WAAT Media, with the contract commencing on March 14, 2005. Both parties are required to have reviewed and agreed to the final terms and content schedules before signing. The agreement outlines the territory in which the content can be resold and formalizes the business relationship between the two companies.

EX-10.34 57 v102293_ex10-34.htm

Contract Acceptance Notice - Reseller

To:	WAAT Media Corporation, United States of America, registered no. 2512380 and Address: 18226 Ventura Blvd, Suite 102 Tarzana, Ca 91356 Attention: Camill Sayadeh Fax: +1 ###-###-####
From the Vodafone Group Company identified opposite:	VODAFONE UK CONTENT SERVICES LTD
CC:	Vodafone Group Services Limited Vodafone House The Connection, Newbury, Berkshire RG14 2FN United Kingdom Attention: Executive Head of Content Development (Graeme Ferguson) Fax: +44 ###-###-####
Territory	[Note that this Territory must form part of the Territory as defined in this Content Schedule or this notice is not valid]

We accept the Standing Offer set out in the Master Agreement entered into between you and VGSL dated 17 January 2005 (entitled “Vodafone Master Global Content Reseller Terms and Conditions”), a copy of which (together with any relevant Content Schedules) we have seen.

We elect that our Contract’s Commencement Date be 14/3/05.

Signed on behalf of: The Vodafone Group Company Identified above


Print signatories’ name: Al Russell

Position: Head of Content Services

Date signed: 14/3/05

NB - Prior to signing this Contract Acceptance Notice, the Vodafone Group Company must be sent copies of the final,

signed versions of: (1) Terms and Conditions; and (2) Content Schedule(s).