DATEDMarch31, 2009 LIVE CURRENT MEDIAInc -and GLOBALCRICKET VENTURES PTE LTD - and BOARDOF CONTROL FOR CRICKET IN INDIA NOVATIONAGREEMENT

(1)

LIVE CURRENT MEDIA Inc., having its principal office at Suite 645, 375 Water St., Vancouver, BC, CANADA, V6C 5B6  (“Live Current”); and

(2)

GLOBAL CRICKET VENTURES PTE. LTD., a company incorporated under the laws of Singapore having its registered office at 17 Philip Street #05-01, Grand Building Singapore 048695 (“GCV”); and

(3)

BOARD OF CONTROL FOR CRICKET IN INDIA a society registered under the Tamil Nadu Societies Registration Act and having its address at Cricket Center, Wankhede Stadium, Mumbai – 400020 India (the “BCCI-IPL”).

(A)

On the 16 April 2008, Live Current and BCCI-IPL entered into a binding MOU under which BCCI-IPL authorised Live Current to design, build, operate, maintain and promote the official website of the Indian Premier League (the “IPL Website”) (the “Original Agreement” or “MOU” attached as Schedule 1 hereto).

(B)

The parties to this Agreement have agreed that Live Current should be released and discharged from the Original Agreement and all outstanding obligations under the Original Agreement in respect of the period commencing on the date of this Agreement (the “Novation Date”) subject to GCV undertaking to perform the Original Agreement (as amended hereunder) and to be bound by the terms of the Original Agreement from the commencement of the Novation Date onwards in place of Live Current.

(1)

GCV undertakes to Live Current and as a separate undertaking to BCCI-IPL to perform the Original Agreement and to be bound by the terms of the Original Agreement in respect of the period commencing on the Novation Date in every way as if GCV were a party to the Original Agreement in place of Live Current and on the basis that from the Novation Date GCV shall be regarded as having become a party to the Original Agreement in place of Live Current.

(2)

(a)

With effect from the Novation Date BCCI-IPL releases and discharges Live Current from the Original Agreement and all outstanding obligations and any claims and demands under the Original Agreement including the Minimum Annual Fees originally due on October 1, 2008 and January 1, 2009 (the “Accrued Fees”) and accepts the liability of GCV under the Original Agreement in lieu of the liability of Live Current and agrees to be bound by the Original Agreement in every way as if GCV were named in the Agreement as a party to the Original Agreement in place of Live Current.  For the avoidance of doubt, with effect from the Novation Date, Live Current (a) shall immediately cease to exercise or exploit any such rights, licenses or benefits granted under the Original Agreement; (c) shall not thereafter use or exploit its previous connection with BCCI-IPL or the Indian Premier League, whether directly or indirectly; (d) shall not at any time thereafter (i) disclose or use any confidential information relating to BCCI-IPL, or the IPL acquired by Live Current during or as a result of the Original Agreement; (ii) make any use of any trade marks, trade names and/or logos of BCCI-IPL, the IPL sponsors, partners or franchises or any similar trade marks, trade names and/or logos; (iii) purport to be associated with BCCI-IPL and/or the IPL; (d) shall promptly return to BCCI-IPL all property of BCCI-IPL within its possession, save that Live Current will be permitted to retain such property as it demonstrates (to the BCCI’s reasonable satisfaction) to be required by law to be maintained for records;  (e) Current shall execute any documents required by BCCI-IPL to effect the termination and/or assignment to BCCI-IPL of any rights in connection with the IPL website (in accordance with clause 4.2 of the Original Agreement);

(b)

GCV shall further pay BCCI-IPL the sum of US$750,000 that is owing from Live Current to the Board of Control for Cricket in India under the Memorandum of Understanding entered into by Live Current and BCCI in respect of the BCCI official website dated 16 April 2008 and which is terminated by a mutual termination agreement signed simultaneously with this Novation Agreement. GCV shall pay the US$750,000 by 1 July 2009 in addition to the sums due under the Original Agreement in accordance with the revised payment schedule as set out at Clause 4(k) below and the terms and conditions applicable to payments in the Original Agreement.

(3)

Live Current covenants with GCV and as a separate covenant with BCCI-IPL that, except for payment of the Accrued Fees, it shall duly discharge all the liabilities and perform all the obligations of Live Current (if any) under the Original Agreement up to and including the Novation Date and undertakes to indemnify GCV and BCCI-IPL and keep GCV and BCCI-IPL indemnified against all actions, proceedings, claims, demands and expenses of whatever nature arising out of or in connection with any breach by Live Current of the terms of the Original Agreement, except for payment of the Accrued Fees, in respect of the period up to and including the Novation Date.

(4)

GCV and BCCI-IPL hereby agree to amend the Original Agreement as follows:

(a)

Clause 1.5 of the Original Agreement shall be replaced with the following:

(b)

The paragraph at the end of Clause 1.8 of the Original Agreement shall be amended as follows:

(c)

Intentionally omitted.

(d)

Clause 1.15(i) and 1.15(ii) of the Original Agreement as set out below shall be deleted in its entirety and treated as intentionally deleted so that the numbering of subsequent sub-paragraphs does not change::

(e)

Clause 1.15(vii) of the Original Agreement shall be amended as follows (additional wording underlined):

(f)

Clause 3.2(i) of the Original Agreement shall be amended as follows (additional wording underlined):

(g)

Clause 3.2(ix) of the Original Agreement shall be amended as follows (additional wording underlined):

(h)

Clause 3.2(xv) of the Original Agreement as set out below shall be deleted in its entirety and treated as intentionally deleted so that the numbering of subsequent sub-paragraphs does not change:

(i)

Clause 4.2(i) of the Original Agreement shall be amended as follows (additional wording underlined):

(j)

The Original Agreement shall be amended by adding the following clauses at Clause 4.9:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the purpose of this MOU the term "Event of Force Majeure" shall mean Act of God, revolution, national mourning, strikes, lock-outs or other industrial action, failure or delay in transmit, satellite failure, failure of any public utility or undertaking, terrorist action or threat thereof, civil commotion, invasion, war, threat or preparation for war, fire, explosion, storm, flood, earthquake, other natural disaster, epidemic and any legislation, regulation or ruling of any government, court or other such competent authority or any other cause affecting the performance of this MOU arising from or attributable to acts, events, non-happenings, omissions or accidents beyond the reasonable control of the party affected.

(k)

Schedule 2 to the Original Agreement setting out the payment schedule shall be amended as follows:

(5)

Further Assurances. The parties hereto shall execute and deliver such further assurances, instruments and documents and do all such things and acts which shall be necessary or appropriate for carrying out the purpose and intent of this agreement.

(6)

Confidentiality and Publicity. (a)  No Party shall disclose (or permit or cause its employees, agents or representatives to disclose), Confidential Information (as defined in the MOU) disclosed to it (including information disclosed during audit) by another Party, to any other person, without the prior written consent of the other Party to whom the duty of confidentiality is owed, Except That the Parties may disclose any such Confidential Information: (a) if and to the extent required by Law or for the purpose of any judicial proceedings; (b) if and to the extent required by any regulatory or governmental body to which that party is subject including the U.S. Securities and Exchange Commission (“SEC’); (c) to its professional advisers (which shall include in the case of BCCI-IPL IMG), auditors and bankers, and its (or its Affiliates') employees, agents or representatives; (d) if and to the extent the information is or has come into the public domain through no fault of that Party; or (e) if and to the extent the other Party has given prior written consent to the disclosure.  BCCI-IPL acknowledges that upon execution of this Agreement, Live Current must disclose this Agreement and the MOU to the SEC.

(7)

Representations of the Parties. Live Current, BCCI-IPL, and GCV each represents to the other Parties that: (a) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation and is in good standing; (b) it has power to execute and perform its obligations under this Agreement and has taken all necessary action to authorize such execution, delivery and performance; (c) such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its charter or bylaws, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (d) all governmental and other consents that are required to have been obtained by it with respect to this Agreement have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and (e) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms.

(10)

Binding Effect. This Agreement is binding upon, inures to the benefit of and is enforceable by the Parties and their respective successors and assigns.

 

(11)  Entire Agreement. This Agreement (of which the Schedule hereto forms an integral part) supercedes all prior discussions, representations, warranties and agreements, both written and oral, among the Parties with respect to the subject matter hereof, and contains the sole and entire agreement among the Parties with respect to the subject matter hereof. No prior drafts of this Agreement and no words or phrases from any such prior drafts shall be admissible into evidence in any action, suit or other proceeding involving this Agreement.

(12)

Headings and Defined Terms. (a) The headings used in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof. (b) Capitalised terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in the MOU.

(13)

Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future laws, and if the rights or obligations of any Party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

(14)

(a)

This Agreement shall be governed by and construed in accordance with the substantive laws of India.  Any dispute arising out of or in relation to this Agreement involving the interpretation or implementation of the clauses of this Agreement, or the breach, termination or validity thereof, shall be resolved in accordance with the procedures specified in this clause which shall be the sole and exclusive procedure for the resolution of any and all such disputes before seeking recourse to Arbitration.

(b)

The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by good faith negotiations for a period of twenty-one (21) days from date of issuance of written notice that a dispute has arisen.

(c)

Any dispute which has not been resolved as provided herein within 21 days of the initiation of such procedure, shall be settled exclusively by arbitration in Mumbai India, in accordance with ARBITRATION AND CONCILIATION ACT, 1996.  The arbitration tribunal shall consist of 3 arbitrators, with each party designating one arbitrator and the said chosen arbitrators designating the third arbitrator.  The place of arbitration in India shall be Chennai, and the language of arbitration shall be English.  The arbitrators are not empowered to award damages in excess of compensatory damages and each party hereby irrevocably waives any right to recover such damages with respect to any dispute resolved by arbitration.

(d)

The parties hereby agree any award of the tribunal shall be enforced in any court of competent jurisdiction in Mumbai.

(e)

This Agreement shall be governed by and construed in accordance with the laws of India and shall be subject to the exclusive jurisdiction of the courts in Mumbai, India.