25
February 2006
Waat
Media Corporation
14242
Ventura Blvd
Suite
300
Sherman
Oaks
CA
91423
United
States of America
FAO
Adi
McAbian
Dear
Sirs
LETTER
OF AMENDMENT OF CONTRACT BETWEEN WAAT MEDIA CORPORATION (“CONTENT PROVIDER”) AND
VODAFONE UK CONTENT SERVICES (“VCS”)
The
Content Provider and Vodafone Group Services Limited entered into a Master
Global Content Reseller Agreement dated 17 December 2004 (“Original
Agreement”)and
a
content schedule dated 17 January 2005 (“Content
Schedule”). To
implement the Original Agreement and the Content Schedule in the UK, VCS signed
a Contract Acceptance Notice on 11 April 2005 (the Original Agreement, Content
Schedule and Contract Acceptance Notice together the “Contract”).
On
[25]
February 2006 VCS entered into an agreement with the Content Provider which
provides that the Content Provider shall supply certain services to VCS
(“Linking
Agreement”). The
provision of such services by the Content Provider necessitates certain
amendments to the Contract.
We
therefore write to confirm that the amendments set out below shall be made
to
the Contract with effect from the date of this Letter, in respect of the
relationship between the Content Provider and VCS in the UK only.
The
following Special Conditions shall be added to the Content
Schedule:
| 1. |
The
Content Provider Revenue shall be [INFORMATION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION UNDER RULE 24B-2]% of Net Revenue,
less all
the Deductions in respect of distribution of the
Content.
|
| 2. |
The
Content Provider shall be the sole supplier of Adult Content in the
Directory for the term of the Linking Agreement provided that VCS
shall be
entitled to place adult erotica content supplied by FHM, Maxim, 2dayuk
and
Filmnight within the Directory
|
For
the
purposes of the Contract, Adult Content means any adult erotica content which
is
only accessible by Age Verified Customers, other than any adult erotica content
supplied by FHM, Maxim, 2dayuk or Filmnight (“Adult
Content”); and
Age
Verified Customers means a Customer
which Vodafone Limited has verified as being 18 years of age or older, by means
of its age verification process (“Age
Verified Customer”).
Vodafone
Group Services Limited
Vodafone
House, The Connection, Newbury, Berkshire RG14 2FN, England
Telephone:
+44 (0)1635 33251, Facsimile: +44 (0)1635 580857, DX 30829 Newbury
1
Registered
Office: Vodafone House, The Connection,
Newbury, Berkshire RG14 2FN, England. Registered in England No.
4064826
| 3. |
In
the event that the Content Provider breaches the Guidelines VCS shall
be
entitled to claim and receive from the Content Provider a liquidated
damages payment equal to [INFORMATION OMITTED AND FILED SEPARATELY
WITH
THE COMMISSION UNDER RULE 24B-2] in respect of each instance in which
a
breach occurs (i.e. per incident and not per video/image) up to a
maximum
of [INFORMATION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
UNDER
RULE 24B-2] in any month. The Content Provider shall pay the liquidated
damages within fourteen days from demand by VCS of any or all of
the
liquidated damages under this Paragraph 3 or at its option VCS may
set off
the amount of the liquidated damages against
any Content Provider Revenue due from VCS to the Content Provider.
The
amount of liquidated damages set out in this Paragraph 3 represents
a
genuine pre-estimate of the loss that it is anticipated VCS would
suffer
as a result of the breach.
|
In
the
event that the liquidated damages amount to [INFORMATION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION UNDER RULE 24B-2] in [INFORMATION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION UNDER RULE 24B-2] consecutive months,
VCS may terminate the Contract on 30 days notice.
For
the
avoidance of doubt and unless otherwise provided in this Letter, the capitalised
terms in this Letter shall have the same meaning as provided in the
Contract.
We
confirm that save as specified in this Letter the terms of the Original
Agreement and any contracts entered into under the Original Agreement (other
than the Contract between the Content Provider and VCS) remain
unchanged.
Please
confirm your agreement to this Letter by signing and returning the enclosed
copy.
for
and
on behalf of
Vodafone
Group Services Limited
We
hereby
agree to the contents of this Letter.
for
and
on behalf of
Waat
Media Corporation
Dated:
25
February 2006
We
hereby
agree to the contents of this Letter
for
and
on behalf of
Vodafone
UK Content Services Limited
*WE
HAVE REQUESTED CONFIDENTIAL TREATMENT OF CERTAIN PROVISIONS CONTAINED IN
THIS
EXHIBIT. THE COPY FILED AS AN EXHIBIT OMITS THE INFORMATION SUBJECT TO THE
CONFIDENTIALITY REQUEST.*
