This CONTENT LINKING AND LICENSE AGREEMENT ("AGREEMENT") sets forth the legally binding terms and conditions between you (the "CONTENT PROVIDER") and 6091636 CANADA, INC., a Canadian corporation ("WATCHONLINE.TV"). By signifying your assent to this AGREEMENT, you are agreeing to WATCHONLINE.TV's use of the SITE URL and CONTENT (each as defined herein) pursuant to the terms and conditions contained in this AGREEMENT.

WHEREAS, WATCHONLINE.TV has developed a streaming content viewing application and Indexing Engine software, currently based on Windows Media Player Technology, that indexes, categorizes and provides hyperlinks to streaming audio and video feeds freely available on the Internet (the viewer and Indexing Engine collectively, the "APPLICATION");

AND WHEREAS, CONTENT PROVIDER is the owner of or authorized agent for the streaming audio and/or video feed available at the Internet URL provided to WATCHONLINE.TV simultaneously upon acceptance of this AGREEMENT (the "SITE URL"), and wishes to allow WATCHONLINE.TV to index the SITE URL by means of the APPLICATION and to add a hypertext link to the SITE URL from within the APPLICATION and from Internet websites owned by or affiliated with WATCHONLINE.TV (the "WEBSITES");

AND WHEREAS, CONTENT PROVIDER owns and/or has the right to distribute the audio and/or video content and programming available through the SITE URL (the "CONTENT"), and wishes to allow WATCHONLINE.TV to display, reproduce and distribute the CONTENT to end-users by means of hypertext linking to the SITE URL from the APPLICATION and/or the WEBSITES;

NOW, THEREFORE, based upon the foregoing recitals, and the covenants, representations and warranties contained in this AGREEMENT, the parties hereby agree as follows:


1. LICENSE GRANT

a. Limited License. During the Term of this AGREEMENT, CONTENT PROVIDER grants a non-exclusive, royalty-free, nontransferable, limited worldwide license, without the right to grant sublicenses, to WATCHONLINE.TV to display, reproduce and distribute the CONTENT and SITE URL in electronic form, but only (i) in conjunction with, and solely as part of, the APPLICATION or the WEBSITES, (ii) for marketing and advertising WATCHONLINE.TV, the APPLICATION, or the WEBSITES, and (iii) for internal technical development, support, and training. This license does not, however, permit WATCHONLINE.TV to use any CONTENT or SITE URL for marketing or promotion without the prior written approval of CONTENT PROVIDER. In addition, WATCHONLINE.TV must obtain CONTENT PROVIDER's written approval prior to distributing the CONTENT or SITE URL on terms not previously approved by CONTENT PROVIDER.

b. Formatting of Content; Backup Copies. WATCHONLINE.TV may, at its own expense, reformat and index the CONTENT and/or SITE URL to include codes, tags, or similar instructions, but only to the extent necessary to make the CONTENT and/or SITE URL compatible with the APPLICATION or the WEBSITES.

c. Trademark License. CONTENT PROVIDER grants WATCHONLINE.TV a non-exclusive, worldwide right and license during the Term to use the trade name(s) or trademark(s) of CONTENT PROVIDER solely (i) to identify CONTENT PROVIDER as the source of CONTENT, and (ii) in written and electronic materials used from time to time to advertise and market WATCHONLINE.TV, the APPLICATION or the WEBSITES to customers or prospective customers. WATCHONLINE.TV grants CONTENT PROVIDER a nonexclusive, worldwide right and license during the Term to use the names, logos and trademarks of WATCHONLINE.TV specified in solely in written and electronic materials used from time to time to advertise and market the CONTENT as included in the APPLICATION or WEBSITES. Each party's use of the others names, logos and trademarks must comply with the other party's policies in effect at the time of use, including, without limitation, trademark use, quality control and cooperative advertising policies, if any. Each party will include appropriate trademark notices in all written and electronic materials bearing the other party's marks.


2. OBLIGATIONS OF CONTENT PROVIDER

a. CONTENT PROVIDER agrees, represents and warrants that: i. it has the full power and authority to enter into this AGREEMENT; ii. it has sufficient power and authority to grant to WATCHONLINE.TV all licenses and rights granted by CONTENT PROVIDER hereunder; iii. it owns, controls or has the right to license, all right, title or interest in and to the CONTENT and the SITE URL, and all intellectual property rights therein necessary to carry out its obligations hereunder; iv. the CONTENT and the SITE URL and the use of each thereof as permitted pursuant to this AGREEMENT shall not violate any laws or infringe upon or violate any rights of any person; and v. the CONTENT PROVIDER's trademarks and the use thereof as permitted pursuant to this AGREEMENT shall not violate any law or infringe upon or violate any rights of any person.


3. OBLIGATIONS OF WATCHONLINE.TV

a. WATCHONLINE.TV agrees, represents and warrants that: i. it has the full power and authority to enter into this AGREEMENT; ii. the display, reproduction and distribution of the CONTENT and/or SITE URL by WATCHONLINE.TV will be pursuant to the terms and conditions set forth in this AGREEMENT; iii. it shall modify, add to or delete any portion of the CONTENT within 48 hours of written notice to do so by CONTENT PROVIDER and promptly provide such revised CONTENT to its customers; iv. except for WATCHONLINE.TV's right to reformat CONTENT in accordance with Section 1, WATCHONLINE.TV shall not edit, modify or otherwise alter the CONTENT, including but not limited to, removing, blocking or otherwise obfuscating any advertising or CONTENT OWNER names, logos, trademarks or copyright notices displayed on or within the CONTENT; v. it shall not make the CONTENT available in any format for sale or distribution separately or apart from the APPLICATION or WEBSITES; vi. it shall not display any advertising in any form on top or overlaying the CONTENT; vii. it shall identify the source of the CONTENT within the APPLICATION and/or the WEBSITES and shall provide a full Internet URL link back to the home page URL submitted by the CONTENT PROVIDER, if any, to allow users of the APPLICATION assess to the CONTENT PROVIDER's home page. b. WATCHONLINE.TV may at any time suspend and/or remove all or part of the CONTENT from the APPLICATION and/or the WEBSITES, which in its sole discretion, either (i) believes may infringe any third party rights or applicable laws; or (ii) has been the subject of a complaint about its legality, quality, accuracy and/or reliability.


4. SERVICES AND INFORMATION PROVIDED BY WATCHONLINE.TV

a. As additional consideration for entering into this AGREEMENT, WATCHONLINE.TV shall, under no obligation or additional cost and without representation or warranty of any nature as to the accuracy of same, provide to the CONTENT PROVIDER the following information as and when available: i. based in part on the user questionnaire, statistics with respect to viewer profiles, number of visitors to the SITE URL, number of viewers and number of unique viewers for the CONTENT; ii. promotional tools to permit the CONTENT PROVIDER to attract additional viewers to its site, i.e. provide banners on the CONTENT PROVIDER's website; and iii. tracking tools for the CONTENT PROVIDER which could include a code in the banner which would track viewers and where applicable, the nature of the purchases.


5. DISCLAIMER OF WARRANTIES. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, WATCHONLINE.TV MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE THE APPLICATION, THE WEBSITES, OR THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.


6. LIMITATION OF LIABILITY. WATCHONLINE.TV shall not be liable to the CONTENT PROVIDER or to any third party for any lost revenue, lost profits or other consequential, special, incidental, punitive or other damages, even if advised of the possibility of such damages.


7. INDEMNIFICATION.

a. Subject to section 7b., each party shall indemnify, defend and hold harmless the other party and its affiliates from and against damages, liability, loss or expenses (including all court costs, reasonable expenses and reasonable attorney's fees) incurred as a result of third party claims directly attributable to a breach of any representation or warranty contained in this AGREEMENT. b. Indemnification Procedures. A party shall be entitled to indemnification only if (i) within 10 days of becoming aware of a potential claim, it notifies the other party in writing of such claim in sufficient detail to enable the indemnifying party to evaluate the claim; (ii) the indemnifying party has sole control of the defense and settlement of such claim; and (iii) the party seeking indemnification cooperates in all reasonable respects, at the indemnifying party's cost and expense, with the investigation, trial and defense of such claim and any appeal arising therefrom; provided, however, that the indemnified party may in addition retain separate counsel of its own choosing at its own cost. In order to benefit from indemnification, a party may not compromise any claim or enter into any settlement without the written consent of the indemnifying party.


8. TERM AND TERMINATION.

a. Term. The term of this AGREEMENT shall commence on the date this AGREEMENT is submitted to WATCHONLINE.TV and continue in full force and effect for a period of one (1) year from the date thereof (the "INITIAL TERM"), and shall automatically renew for consecutive one (1) year periods (each, a "RENEWAL TERM"), unless terminated earlier in accordance with section 8b. The Initial Term and any Renewal Term will be collectively referred to as the "TERM." b. Termination for Breach. Either party may terminate this AGREEMENT immediately by written notice if the other party breaches any of its material obligations, representations or warranties under this AGREEMENT and fails to cure such breach within 14 days after receipt of written notice of such breach. c. Effect of Termination. Upon termination of this AGREEMENT, WATCHONLINE.TV shall immediately cease reproducing and distributing the CONTENT and shall permanently delete or destroy all copies of the CONTENT it's possession or control. d. Survival. The provisions of Sections 5 through 9 shall survive any expiration or termination of this AGREEMENT.

9. GENERAL PROVISIONS. a. All notices in connection with this AGREEMENT shall be in writing and shall be hand delivered, mailed by registered or certified mail or transmitted by telecopier. Any such notice shall be deemed to have been received on the date of the hand delivery, telecopy or on the fifth (5th) business day following the date of mailing. Unless otherwise provided in this AGREEMENT, all delays commence upon the earlier of the actual or deemed receipt of a notice. WATCHONLINE.TV addresses for such notices is:

WATCHONLINE.TV: 4700 de la Savane Suite 210 Montreal, Quebec, H4P 1T7 b. This AGREEMENT shall be governed by and interpreted in accordance with the laws of the Province of Quebec, Canada and the courts of the judicial district of Montreal shall have exclusive jurisdiction in respect of any proceeding in connection with this AGREEMENT, and WATCHONLINE.TV and CONTENT PROVIDER consent to personal jurisdiction and venue therein. c. This AGREEMENT represents the entire agreement between the parties and annuls all previous agreements between them with respect to the same subject matter. d. The parties acknowledge that they have required and consented that this AGREEMENT and all related documents be prepared in English. Les parties reconnaissent avoir exigé que la présente convention et tous les documents connexes soient rédigés en anglais.