Content Schedule

This Content Schedule incorporates the terms of the Master Global Content Reseller Agreement (the "Master Agreement") between Vodafone Group Services Limited ("VGSL"), registered in England (registered number ###-###-####), having its registered office at Vodafone House. The Connection, Newbury, Berkshire RG14 2FN, United Kingdom and the Content Provider (as defined below) dated on the same date as this Content Schedule.

When signed by VGSL and the Content Provider this Content Schedule is a standing offer by the Content Provider of the applicable Content (as defined below) to all Vodafone Group Companies on the terms of the Master Agreement and this Content Schedule.

A Vodafone Group Company may accept the Standing Offer by completing and signing the Contract Acceptance Notice and following the procedure set out in the Master Agreement.

Waat Media Corporation; United States of America; Company reg. 2512380; Address: 18226 Ventura Blvd. Suite 102, Tarzana, CA 91356.

Video, images, games, audio and all other mobile content services of an adult nature. This offering will be selected from a selection of branded content such as Vivid Entertainment, Peach Interactive, and Spearmint Rhino. All and any Content provided by the Content Provider shall be covered by this Agreement.

Waat Media will provide branded content per VGSLs guidelines.

Content Provider Revenue shall be [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24B-2] of Net Revenue, less all the Deductions. It is understood that Deductions (if any) shall be deducted from the Content Provider Revenue actually paid to the Content Provider in accordance with Clause 10.2.

 

The Content Provider and VGSL shall seek to agree reasonable commercial models for ‘promotional’ content and bundled content as and when required.

The Content Provider shall be responsible for protecting the Content.

The Content Provider shall be responsible for hosting the Content unless otherwise agreed between the Parties in writing.

All languages as may be reasonably requested by VGSL from time to time.

Worldwide, in such territories where the relevant Vodafone Group Company does not accept the Standing Offer under the Master Agency Agreement entered into between VGSL and the Content Provider and dated.

All Vodafone Live! Handsets possible

The Content Provider shall ensure that the Content is capable of supporting all Formats, which may be specified, by VGSL or the Vodafone Group Companies or the Vodafone Partner Network Company (the "Format") from time to time. The Content Provider shall not change or vary the Format without Vodafone's prior written consent.

As agreed from time to time.

Unless VGSL gives written or email notice otherwise, all Content requires certification by a QA Company.

The initial global Delivery Timetable (which may be updated and amended by the mutual written agreement of the Parties) is attached as an Annexure to this Content Schedule or as otherwise agreed by the Parties in writing or email.

Commercial -

Financial -

Lena Barseghian

Commercial - Andrew Stalbow

Tel: +44 ###-###-####

Mob: +44 7717 618 919

Fax: +44 ###-###-####

E-mail: ***@***

The same country as the registered address of the Content Provider set out above.

Payment by VGSL to the Content Provider shall be made by BACS to the following bank account:

The currency of this Agreement shall be in Euros. All financial reports, statements, invoices, charges and payments made by one Party to the other shall be in Euros.

Signed on behalf of VGSL:

Signed on behalf of Content Provider:

VGSL authorised signatory

Content Provider authorised signatory

Print name: GRAEME FERGUSON

Print name: Camill Sayadeh

Position: EXECUTIVE HEAD OF CONTENT DEVELOPMENT

Position: COO

Date signed: 17^th JANUARY 2005

Date signed: December 20, 2004