MOBILE GAMES AND OTHER CONTENTS DISTRIBUTION AGREEMENT

This Distribution Agreement entered into this 08th day of September 2010 (the “Effective
Date”) by and between:

Mobi2Fun Mobile Entertainment (Bangalore) Private Limited, a company registered

in India and having its Registered address at, No. 39/28, 1st ‘B’ Main Road, Pipeline
Road, Vijayanagar Bangalore - 40, and referred to herein, including its successors and
permitted assigns, as “Content Provider”

AND

Media Culture and Services JSC (Media JSC) a company registered in Viet Nam and
having its registered address at No B1 - 5 New urban area 54 Ha Đinh - Thanh Xuan
Dist - Ha Noi, Ha Noi, Viet Nam and referred to herein, including its successors and
permitted assigns, as “Distributor”;

Content Provider and Distributor shall herein be referred to collectively as “Parties” and
individually as “Party”.

WHEREAS:

(A) Content Provider is in the business of developing, publishing and licensing mobile
gaming software, including related documentation, referred to herein as
“Products” as hereinafter defined.

(B) Content Provider is the exclusive bona fide owner of the Products and has
represented in writing and by way of supporting documents that it has complete
authority and Intellectual Property Rights as hereinafter defined to enter into this
Agreement with the Distributor for offering such Products to Distributor’s
customers without limitation.

(C) Content Provider shall make available and license to Distributor its selected
Products, including Content Provider’s distribution and licensing rights thereon in
order to permit Distributor to distribute and license the Products to its Customers
as hereinafter defined in the selected Territories as hereinafter defined.

(D) Distributor is in the business of publishing and distributing mobile content in

markets across India and rest of the world, and represented to the Content
Provider that it has the requisite capabilities and infrastructure for distribution of
the Products.

(E) Distributor desires to distribute the Products to its Customers and Content
Provider desires that the Distributor distribute the Products on the mutually
agreed terms and conditions set forth herein.

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1. DEFINITIONS AND INTERPRETATION:

(A) Definitions:
The following words and expressions as used herein shall have the following meanings in
this Agreement:

I. Effective Date shall mean the date of this Agreement as entered on the top.

II. Affiliates shall mean with respect to any Party, any other person directly or
indirectly Controlling, Controlled by, or under direct or indirect common Control
with, such Party. "Control", "Controlled" or "Controlling" shall mean, as applied
to any Party the power or right to directly or indirectly (i) direct or cause the
direction of the management of that Party, (ii) direct or cause the direction of the
policy decisions exercisable by that Party, or (iii) nominate for appointment the
majority of the directors on the board of directors of that Party, by virtue of
ownership of voting securities or management rights or contract or in any other
manner.

III. Agreement shall mean this Distribution Agreement together with the Schedule
attached hereto, and shall include any amendments to the same from time to time
in accordance with the terms hereof.

IV. Intellectual Property Rights shall mean any right that is or may be granted
regarding patents, copyrights, Marks, designs, know how, trade dress, technical
information and equivalents of the foregoing and all other intellectual property
rights whatsoever in respect of the Products, whether registered or unregistered,
including rights in any applications or registrations for any of the foregoing and
their respective renewals, continuations and extensions in any state, country or
jurisdiction.

V. Handsets shall mean the hand-held portable mobile phones or other devices on
which the Products are operated.

VI. Marks shall mean all brand names, trade names, trademarks, service marks, logos
and other distinctive brand features or business identifiers used in respect of the
Products, as may be amended, supplemented or added from time to time.

VII. Customers shall mean wireless service providers or wireless network operators or
distribution partners or individual subscribers who have entered into an agreement
with Distributor for use of the Products.

VIII. Products shall mean the software and services including various mobile games
and applications, ring tones, wallpapers, and other mobile contents and related
documentation and services, etc. (including any sequels, upgrades, updates,

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 modifications, patches and bug fixes) as listed in the Schedules to this Agreement
as the same may from time to time be amended by mutual written agreement of
the Parties to include new Products and/or delete any existing Products and/or
Territories. The Product shall be subject to review by Distributor from time to
time and Distributor shall have the option to change, amend, alter, and modify the
same depending on requirements and business needs without financial liabilities
to Content Provider.

IX. Force Majeure shall mean any earthquake, volcanic eruption, act of war, sabotage,
or strike as are not limited to the establishments of the Parties, acts of terrorism,
invasion, revolution, event of military or usurped power, civil war, riot, civil
commotion or disorder, acts of Government, sanctions imposed by a governmental
authority, natural calamity, or any other event mutually agreed by the Parties as
being beyond the reasonable control of the defaulting Party.

X. Third Party shall mean any person, company, organization other than the Parties.

XI. Software shall mean a set of man and machine-readable instructions on magnetic
or other appropriate media, which are necessary for the control, operation and
performance of the Products in order to enable the Distributor to provide the
Products for use by its Customers in accordance with the provisions of this
Agreement.

XII. Technical Information shall mean all the information and documentation
pertaining to the Products.

XIII. Wireless Device means any device that is able to receive, transmit,
display or store information via wireless transmissions, including but not
limited to, cellular or other wireless phones, pagers and personal digital
assistants.

XIV. Exclusive Content means selected Products under this Agreement made
available by the Content Provider during the period of this Agreement for
exclusive distribution in a specified Territory by the Distributor.

XV. Non Exclusive Content means selected Products that are not available to the
Distributor on an exclusive basis in a specified Territory.

Territory means the geographical boundaries of one or more specified

countries wherein Distributor is authorized under this Agreement to
distribute Products to its Customers.

XVI. Distributor’s Revenue means the actual cash revenue received by Distributor
from its Customers exclusive of taxes from the distribution of Products.

XVII. Interpretation:

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Unless the context otherwise requires, this Agreement shall be construed as follows:
I. Words importing persons or parties shall include firms and corporations and any
organization having legal capacity.
II. Words importing the singular shall include the plural and vice versa where the
context so requires.
III. Words of either gender shall include those of the other gender.
IV. References to any law shall include such law as from time to time is enacted,
amended, supplemented or re-enacted.
V. References to the words "include" or "including" shall be construed without
limitation.
VI. The headings and titles in this Agreement are indicative and shall not be deemed
part thereof or be taken into consideration in the interpretation or construction of
the Agreement.

2. LICENSE

(A) Content Provider hereby grants to Distributor an:

I. Exclusive or a Non-Exclusive Content license to reproduce, publish, perform,

display, transmit, copy, store and/or distribute unlimited number of copies of the
Products and all related documentation for commercial use and distribution in the
selected Territories, with exclusivity provisions relevant only if so specified in the
Schedule for a given Territory;
II. Exclusive or a Non-Exclusive royalty free license to reproduce, publish, display,
copy, store and/or use the Marks in relation to (a) use of the Products by its
Customers and/or (b) marketing or promotion of the Products provided in the
selected Territories provided that use of the Marks for any other purpose by
Distributor shall be done only with the prior written consent of Content Provider,
with exclusivity provisions relevant only if so specified in the Schedule for a
given Territory.

(B) The foregoing license shall commence on the Effective Date and shall terminate
upon the expiration date of this Agreement in accordance with its terms.

(C) The Products shall be provided by Content Provider in the English language, unless
specified by mutual agreement of the Parties.

(D) Distributor will make the Products available for distribution to its Customers through
various commercial means in a given Territory including but not limited to such
means as over the air (OTA) download in association with wireless service providers,
mobile or Internet accessible portals, or retail store distribution.

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(E) Distributor shall follow the Content Provider’s reasonable instructions in relation to
the intended use of the Products; and Content Provider shall supply to the Distributor
such information as is reasonably necessary to enable the Distributor to carry out its
obligations under this Agreement.

(F) Content Provider shall provide Distributor access to its content and all technical
support and information reasonably required for the Distributor for provisioning of the
Products for commercial use by its Customers.

(G) The Distributor is allowed to provide content for 3rd Party.

3. INTELLECTUAL PROPERTY RIGHTS:

Content Provider owns the Intellectual Property Right to the listed Products and any
modifications made to the same by Content Provider. Distributor owns the Intellectual
Property Rights in and to the modifications done by them in the listed Products. Neither
this Agreement nor any License granted hereunder shall be construed to convey or
transfer any ownership or proprietary interest or any Intellectual Property Rights in the
listed Products, related documentation, or the Marks to Distributor.

4. LAUNCH OF PRODUCTS

(A). Content Provider shall make the Products available Distributer for commercial use
in accordance with this Agreement after completion of acceptance. Acceptance shall be
deemed to be complete for each Product in a Territory after Distributor confirms
successful tests of the technical compatibility and seamless use of a Product on the
relevant Handsets and Distributor certifies the same in writing (by e-mail or registered
post or courier or fax) to the Content Provider .

(B). It is clarified and agreed between the Parties hereto that if Content Provider releases
a new version or sequel of a Product, or upgrades or updates the Products, or fixes bugs
or modifies the Products in any manner for error free operations (including pursuant to
Section 5 hereunder), then Content Provider shall promptly provide the same to
Distributor for commercial use. Such new version, sequel, upgrade, updates or
modifications shall be made available to Distributor only after acceptance is complete in
accordance with sub-clause (A) above provided that Distributor may, at its discretion and
without liability continue to make available the earlier version / format until completion
of acceptance.

5. SUPPORT, MAINTENANCE AND RESPONSIBILITIES OF CONTENT

PROVIDER:

I. Distributor shall communicate to Content Provider from time to time about any
problems caused by the Products and/or related documentation or of any
complaints received from its Customers. Content Provider shall promptly provide,

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 at its sole expense, technical and other necessary support for the same to enable
the Customers to use the Products seamlessly and without any interruption.

II. Content Provider will provide during the term hereof, at no charge to Distributor,
bug fixes or software patches as and when necessary to enable the Distributor’s
Customers to use the Products seamlessly and without any interruption.

III. In the event of any problem with regard to a Product, Distributor shall be entitled
to discontinue distribution of such Product until the problem is corrected to the
satisfaction of Distributor. The foregoing is without prejudice to Distributor’s
other remedies or rights available hereunder or under law or equity.

6. CONFIDENTIAL INFORMATION:

All information not of public record that is exchanged pursuant to this Agreement
(whether orally or in writing and whether or not such information is expressly stated to be
confidential or marked as such) shall be treated as confidential. Parties obtaining such
confidential information through this Agreement shall use it only as necessary to carry
out the purposes of this Agreement or as necessary to comply with national law, rules or
regulations. Parties obtaining confidential information through this Agreement shall not
disclose its contents except as necessary to its duly authorized agents to carry out the
purposes of this endeavor to inform the Content Provider of all pricing in advance.

I. The obligation to protect the confidentiality of information shall survive the

termination of the agreement for a period of one year provided that all Subscribers
related information shall remain confidential in perpetuity.

II. The obligation to maintain confidentiality of the foregoing information shall not
extend to any such information which:

a) is known to the public (through no act or omission of the receiving Party in

violation of this Agreement);

b) is lawfully acquired by the receiving Party from an independent source having

no obligation to maintain the confidentiality of such information;

c) was known to the receiving Party prior to its disclosure under this
Agreement;

d) was or is independently developed by the receiving Party without breach of

this Agreement; or

e) is required to be disclosed by governmental or judicial order, in which case

the Party so required shall give the other Party prompt written notice, where
possible, and use reasonable efforts to ensure that such disclosure is accorded

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 confidential treatment and also to enable such other Party to seek a protective
order or other appropriate remedy at such other Party's sole costs.

7. CONSIDERATION & PAYMENTS:

a) In consideration of Content Provider providing License to the Products, related

documentation and Marks to Distributor pursuant to this Agreement, Distributor
shall, after commercial launch and acceptance of Products for distribution to its
Customers pay Content Provider 50% of Distributor’s Revenue with respect to
branded and non-branded Gaming Products as specified in the attached Schedules
for a given Territory.
b) It is clarified and agreed that share of Content Provider’s Revenue shall not
include applicable taxes.

c) Distributor shall not pay any fixed fee or guarantee a minimum commitment to
Content Provider.

d) The payments to any Third Party, including without limitation fees towards any
copy right for the Products shall be payable by and the sole responsibility of
Content Provider. It shall be the responsibility of the Content Provider to make
such payments to the said authorities without any default.

e) Distributor shall not be restricted in any manner whatsoever in fixing

charges/tariffs, which it considers appropriate in its sole discretion, to be levied
for the Product provided that Distributor shall endeavor to inform the Content
Provider of all pricing in advance.

f) Distributor shall provide to the Content Provider access to the Logs from the
Operators when they provided on the 8th day of every month and this should be
sent to Content Providers 3 days later for collation.
g) The report shall specify the amount of Distributor’s Revenue that is due and
payable to the Content Provider in accordance with the percentage that is
applicable for a given Territory. Content Provider shall prepare an invoice by the
25th (twenty-fifth) day of such subsequent month for that due and payable amount
based upon the report provided by Distributor.

h) Distributor shall pay the Content Provider the applicable amount of Distributor’s
Revenue after 7 working days of receiving payment from the operator and receipt
of an undisputed invoice from the Content Provider.

i) If Content Provider wishes to dispute any payment it shall do so within 7 (seven)

days of the date of receipt of such payment, failing which it shall be deemed to
have accepted the correctness of such payment. In event of a dispute, at its own
expense, Content Provider shall have the right of an independent audit of

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 Distributor’s records to validate the Distributor’s Revenue received for
distribution of Content Provider’s Products.

j) Currency of payment to Content Provider shall be USD ($) at a commercial rate

applicable as on the date of remittance.
k) Con

8. REPRESENTATIONS AND WARRANTIES:

(A) Representations of Content Provider
Content Provider makes the following representations and warranties, each of which
is true and correct in all respects as of the Effective Date, and shall continue to remain
true and correct in all respects throughout the term of this Agreement:
i. it is a company duly incorporated and validly existing under the laws of India.
ii. it has full corporate power and absolute authority to execute and deliver this
Agreement and to perform all its duties, obligation and responsibilities arising or
created under or pursuant to this Agreement;
iii. it has obtained all necessary rights, licenses, permits, approvals, consents and
sanctions to enable it to enter into this Agreement and to perform its duties,
obligation and responsibilities hereunder and the same are valid;
iv. this Agreement when executed and delivered by Content Provider shall constitute
valid and legally binding obligations of Content Provider, enforceable in
accordance with its terms;
v. the execution, delivery and performance of this Agreement by Content
Provider will not conflict with, result in a breach of or default under Indian
law or regulation, or any order, writ, injunction, decree of any Court or
governmental authority or any agreement or arrangement or understanding,
written or oral, to which it is a party or by which it or any of its assets are
bound;
vi. there are no suits, actions or arbitration or other proceedings pending or
threatened against it which question the validity propriety or enforceability of
this Agreement or the transaction contemplated herein or prevent it from
entering into this Agreement or perform its obligations hereunder;
vii. it is the sole and absolute owner of, or sole valid licensee of , all rights, title and
interests in the Products, related documentation and Marks including the
Intellectual Property Rights related thereto;
viii. there has been no infringement of the Intellectual Property Rights in respect
of the Products, related documentation and Marks and there are no claims,
demands, suits, actions, arbitration or other proceedings whatsoever pending,
threatened or asserted with regards to the foregoing;
ix. the Products, related documentation, and Marks and their proposed use hereunder
does not and shall not infringe the Intellectual Property Rights of any Third Party
and there are no claims, demands, suits, actions, arbitration or other
proceedings whatsoever pending, threatened or asserted with regards to the
foregoing;
x. the representations and warranties furnished by it in this Agreement are complete
in all respects and do not contain any untrue statement of any fact; no omission

8
 has been made of any fact that is directly or indirectly connected with any of the
representations or which makes any of the representations misleading; Content
Provider acknowledge that Distributor has entered into this Agreement on the
basis of, and in full reliance on, each of the aforesaid representations and
warranties.

(B) Representations of Distributor:

Distributor makes the following representations and warranties, each of which is true
and correct in all respects as of the Effective Date, and shall continue to remain true
and correct in all respects throughout the term of this Agreement.

i. it is a company duly incorporated and validly existing under the laws of ______
ii. it has full corporate power and absolute authority to execute and deliver this
Agreement and to perform all its duties, obligation and responsibilities arising or
created under or pursuant to this Agreement;
iii. this Agreement when executed shall constitute valid and legally binding
obligations of Distributor, enforceable in accordance with its terms;
iv. the execution, delivery and performance of this Agreement will not conflict
with, result in a breach of or default under applicable law or regulation, or
any order, writ, injunction, decree or restriction of Indian Court or
governmental authority or any agreement or arrangement or understanding,
written or oral, to which it is a party or by which it or any of its assets are
bound; and
v. to the best of its knowledge there are no suits, actions or other proceedings
pending or threatened against it which question the validity or enforceability
of this Agreement or the transaction contemplated herein or prevent it from
entering into this Agreement or perform its obligations hereunder.

9. COVENANTS:

(A) Covenants of Content Provider

Content Provider agrees and undertakes that it shall:

i. not, directly or indirectly, enter into any agreements, arrangements or
understandings, whether written or oral, or conduct any discussions and/or
negotiations with any Third Party, or do or cause to be done any act or omission
which may result in a breach by it of its obligations or any of its representation
and warranties hereunder;
ii. ensure that all necessary licenses, permits, approvals, consents and sanctions
obtained by it for license of the Products, related documentation and Marks to
Distributor for the purposes of this Agreement remain valid and subsisting
through the term of this Agreement;
iii. promptly obtain all such other necessary licenses, permits, approvals, consents
and sanctions as shall be necessary from time to time to enable Distributor to
reproduce, publish, perform, display, transmit and /or distribute in accordance
with this Agreement;

9
 iv. the Products and related documentation shall be in compliance with all applicable
Indian Laws, licenses, rules, regulations, guidelines and judicial pronouncements;
v. be the sole and absolute owner of, or valid licensee of, all rights, title and
interests, including the Intellectual Property Rights, in any new Products or
sequels, upgrades, updates, modifications, patches and/or bug fixes and related
documentation thereto provided to Distributor for launch pursuant to Section 4;
vi. provide Distributor with complete and accurate instructions, security descriptions,
user instructions, technical specifications, hidden feature details and all such
information which shall be required by Distributor to carry out acceptance testing
of the Products pursuant to Section 4;
vii. promptly provide Distributor such information and/or clarifications in respect of
the Products and related documentation as may be requested by Distributor from
time to time;
viii. ensure that the Products and related documentation or any part thereof delivered
hereunder is free from any kind of viruses, worms, Trojan horses, disabling code
and malicious code whatsoever or other similar destructive characteristics
designed to cause damage or deficiencies in design, workmanship and
performance;
ix. ensure that the Products and related documentation offered hereby are free of any
vulgar, obscene, pornographic, misleading, defamatory, libelous, offensive,
derogatory, threatening, harassing, abusive or violent content, in Distributor’s
opinion;
x. not be or cause to be disadvantageous to or discriminatory against Distributor in
any manner whatsoever as compared to any terms offered by Content Provider for
similar transactions to a Third Party, in Distributor’s opinion;
xi. not vary, withdraw, discontinue, suspend, terminate, wholly or in part, any
Products once provided or agreed to be provided for use without the prior written
consent of Distributor and further agrees that any games once provided or agreed
to be provided shall be deemed to be included in the Products;
xii. it shall be solely liable in respect of any claims, demands or losses in relation to
the Products.

(B) Covenants of Distributor

i. Distributor agrees and undertakes that it shall not, directly or indirectly, enter
into any agreements, arrangements or understandings, whether written or oral, or
conduct any discussions and/or negotiations with any Third Party, or do or cause
to be done any act or omission which may result in a breach by it of its
obligations or any of its representation and warranties hereunder.
ii. Grant of licenses as stated in Section 2 above shall not be used without proper
authorization and shall not do any act tantamount to Product right infringement,
iii. Shall make no representations or warranties on behalf of Content Provider which
Distributor is not expressly authorized by Content Provider to make, pursuant to
this Agreement or by some other writing.
iv. Shall not copy or reproduce the contents and applications, except as permitted by
this Agreement.

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 v. Shall not translate, decode, disassemble, decompile, alter or reverse engineer or
prepare derivative works of the Product.
vi. Shall not make untrue or misleading representations with respect to Content
Provider or the contents and applications.
vii. Shall not violate the rights of any third parties, including, but not limited to, the
Intellectual Property Rights or other proprietary or property right, unfair
competition, invasion of privacy or rights of celebrity,
viii. Shall not conduct and / or encourage any act that would constitute a criminal
offence, result in civil liability, or otherwise violate any applicable local, state,
national or international law.

10. INDEMNITY AND LIMITATION OF LIABILITY

A. Content Provider agrees to indemnify, defend and hold harmless Distributor

and/or its Affiliates and its/their respective partners, directors, officers, agents,
employees and advisors from and against any and all losses, liabilities, claims,
damages, demands, suits, actions, proceedings, costs and expenses, taxes,
reasonable legal fees and disbursements in connection therewith and/or costs
incurred in the settlement of any of the foregoing, including pursuant to third
parties actions, and which arise out of or in respect of, or result from or are
payable by virtue of (i) breach of any representation, warranty, covenant of the
Content Provider (ii) breach or negligence by Content Provider of any of its
agreements, duties, responsibility or obligations required to be performed
pursuant to this Agreement, (iii) quality, reliability, fitness for a particular
purpose, title, merchantability, manufacturers warranty or guarantee with regard
to the Products or failure or defects in the Products or related documentation (iv)
any use, reproduction or distribution of the Products, related documentation or
Marks in accordance with this Agreement, including without limitation with
regard to infringement or alleged infringement of any Intellectual Property Rights
in the Products, related documentation and Marks, and (v) violation of any
applicable laws, statutes or regulations by Content Provider.

B. Either Party agrees to indemnify, defend and hold harmless the other Party and it
Affiliates and its/their their respective, Affiliates partners, directors, officers,
agents, employees and advisors from and against any and all losses, liabilities,
claims, damages, demands, suits, actions, proceedings, costs and expenses, taxes,
reasonable legal fees in connection therewith, in respect of its gross negligence or
willful misconduct.

C. Distributor agrees to indemnify, defend and hold harmless Content Provider

and/or its Affiliates and its/their respective partners, directors, officers, agents,
employees and advisors from and against any and all losses, liabilities, claims,
damages, demands, suits, actions, proceedings, in connection therewith and/or
reasonable costs incurred in the settlement of any of the foregoing, pursuant to
third parties actions, and which arise out of or in respect of, or result from or are
payable by virtue of (i) breach of any representation, warranty, covenant of
Distributor (ii) breach by Distributor of any of its agreements, duties,

11
 responsibility or obligations required to be performed pursuant to this Agreement
and (iii) violation of any applicable laws, statutes or regulations by Distributor.

D. Notwithstanding anything contained to the contrary herein and, in no event shall

either Party or any of its Affiliates and/or their respective directors, officers,
employees, business associates, distributors and all representatives be liable for
indirect, incidental, special, punitive, consequential or other similar damages
(even if a party has been advised of the possibility of such loss) including, but not
limited to, lost business revenue, lost data, failure to realize expected profits or
savings or other commercial or economic loss of any kind.

11. TERM AND TERMINATION:

A. This Agreement and the licenses granted hereunder shall come into force on the
Effective Date and shall continue in force for 24 months from the Effective Date
and shall thereafter stand automatically renewed for successive periods of 12
months each, unless and until terminated by not less than thirty (30) days’ notice
in writing by either Party without assigning any reason whatsoever or otherwise in
accordance with the provisions of this Agreement.
B. Both the Parties may terminate this Agreement and the license granted hereunder
by written notice in the following events: (i) other Party is in material breach of
its obligations hereunder; or (ii) thirty (30) days after written notice to the other
Party specifying a breach of this Agreement if that breach is not, within such 30
days period, remedied by other Party.
C. Either Party may terminate this Agreement by written notice in the event (i) a
receiver, trustee, or liquidator is appointed for assets of the other Party; (ii) the
other Party makes a general assignment of a significant part of its assets for the
benefit of its creditors; or (iii) the other Party ceases doing business or is subject
to bankruptcy, insolvency, dissolution or winding up proceedings, voluntarily or
involuntarily.
D. The Parties rights to terminate this Agreement hereunder is without prejudice to,
and shall not affect, any other remidies or rights available to the Parties at law or
equity or under this Agreement.
E. On the termination of this Agreement for any reason:
I. Distributor shall cease to promote, market, or solicit the Products, Marks or
related documentation.
II. Subject as otherwise provided herein and to any rights or obligations which
have accrued prior to termination, neither Party shall have any further
obligation to the other under this Agreement.
III. Neither Party will represent the other Party in any of its dealings and neither
Party shall intentionally or otherwise commit any act(s) as would lead a
Third Party to believe that the other Party still has a business relationship
with the former Party.
IV. Each Party shall stop using the other Party’s name, trade mark, logo etc., in
any audio or visual form.

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 Neither Party will be eligible to claim any amount of loss nor direct
V.
compensation for termination of Agreement provide such termination is
effected in accordance with the provisions of these presents.
VI. Within thirty days (30) after such expiration or termination, each Party will
return all Confidential Information of the other Party in its possession as on
the date of expiration or termination of the Agreement and shall not make or
retain any copies of such Confidential Information

12. MARKS, LOGOS, ETC.

It is expressly agreed and clarified that, except as specified agreed in this Agreement,
each Party shall retain all right, title and interest in their respective marks and logos and
that nothing contained in this Agreement, nor the use of the mark / logos on the publicity,
advertising, promotional or other material in relation to the Services shall be construed as
giving to any Party any right, title or interest of any nature whatsoever to any of the other
Party’s marks and / or logos.

13. Relationship

Parties acknowledge that each Party will accomplish the scope of the Agreement as an
independent business entity for the limited and exclusive purpose of the Agreement.
Nothing in this Agreement shall be construed as establishing or implying any partnership or
joint venture between the Parties hereto, and nothing in this Agreement shall be deemed to
constitute either of the Parties hereto as the agent of the other Party. Neither Party shall have
the authority to bind the other Party without the prior written consent of the Party who is
sought to be bound. Except where the Parties agree in writing to an exclusivity provision in a
specified Territory under this Agreement, nothing in this Agreement shall be construed to
restrict either party from entering into any agreement, arrangement or understanding, written
or oral, with any Third Party, with regard to transactions similar to or competitive with the
transactions contemplated hereunder.

14. Notices:
Unless otherwise provided, all notices, demands or other communication given or
made under this Agreement shall, where specified to be in writing shall be delivered
personally or sent by prepaid post with recorded delivery or by e-mail to the
intended recipient at its address set forth below or to such other address or e-mail as
the concerned Party may from time to time notify by providing at least fifteen (15)
working days prior written notice to the o
(i) If to: Content Provider
Attention: Mr. Vijayaprakash Rangappa, No. 39/28 1st ‘B’ Main Road, Pipeline
Road, Vijayanagar, Bangalore – 40
E-mail: vijayprakash@mobi2fun.com
Fax: +91 80 40924918

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(ii) If to: Distributor
Attention: Ms Tran Thi Van
No B1 - 4 New urban area 54 Ha Đinh - Thanh Xuan Dist - Ha Noi
E-mail: contact@mediaservices.vn
Tel: +84 982 22 52 54
Any notice, request, consent, waiver or other communication required or permitted
hereunder shall deemed duly given (i) on the expiry of three (3) working days when
delivered by hand or courier or registered mail (ii) on the date of transmission if
transmitted without failure report by e-mail.
15. Costs and Expenses:
Each Party shall bear its own legal, accounting, professional and advisory fees,
commissions and other costs and expenses incurred by it in connection with this
Agreement unless otherwise specifically stated elsewhere in this agreement.

16. Assignment:
The Agreement shall be binding on and inure for the benefit of both the Parties and
their respective successors in business and permitted assigns. The Parties shall not be
entitled to assign any of their duties, obligations, liabilities and responsibilities under
this Agreement without the prior written consent of the other Party, which consent
shall not be unreasonably withheld. Any such assignment, if permitted, shall (save
and except as specifically set forth in instrument(s) of assignment) not relieve either
Party of any of its/their obligations or liabilities under the Agreement.

17. Entire Agreement:

This Agreement constitutes the sole and entire agreement between the Parties and
supersedes all prior discussions, undertakings and agreements (whether oral or
written, including all correspondence) if any, between the Parties with respect to the
subject matter of this Agreement.

18. Counterparts:
This Agreement shall be executed in English and shall become effective when each
Party has executed the English language version.

19. Amendments:
This Agreement may be amended, supplemented or modified by the mutual consent
of the Parties expressed in writing.

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20. Waiver
No waiver of any part of this Agreement or consent to any departure from it by any
Party shall be effective unless it is in writing. A waiver or consent shall be effective
only for the purpose for which it is given. No default or delay on the part of any Party
in exercising any rights, benefits, privileges and powers shall operate as a waiver of
any right, nor shall a single or partial exercise of a right preclude any exercise of
other rights, benefits, privileges or powers.

21. Severance:
Any provision of this Agreement which is invalid or unenforceable shall be
ineffective to the extent of such invalidity or unenforceability, without affecting in
any way the validity, legality and enforceability of the remaining provisions hereof.

22. Force Majeure:

Neither Party shall be held responsible for any delay or failure in performance of any
part of this agreement to the extent such delay or failure in performance, is caused by
fire, flood, war, riots, civil disturbance, embargo, governmental directions or orders
by civil or military authority or any Act of God or any other force-majeure
conditions.

23. Governing Law and Jurisdiction:

This Agreement shall be governed and interpreted by, and construed in accordance
with the laws of India. Subject to the provisions of Clause 24, the Parties hereby
expressly agreed that any differences and disputes arising out of or in connection with
this Agreement shall be submitted to the exclusive jurisdiction at the courts in India.

24. Dispute Resolution:

If any dispute arises between the Parties in relation to this Agreement, then the Parties
shall meet to discuss the matter and shall negotiate in good faith to endeavor to
resolve the matter. In the case of failure by the Parties to resolve the dispute in the
manner set out above within 30 working days from the date of receipt of dispute
notice sent by either Party, the dispute shall be referred to arbitration under the laws
of India. The Parties agree to designate a sole Arbitrator from the panel of Arbitrators
maintained in Bangalore, India to resolve any dispute arising between them in regards
to this Agreement. The proceedings of arbitration shall be in the English language.
The arbitrator’s award shall be final and binding on the Parties. Each Party will bear
the cost of preparing and presenting its own case and the costs of arbitration shall be
shared equally unless the award provides otherwise. In the course of arbitration, both
Parties shall continue to implement the terms of this Agreement in so far as is
reasonably practical.

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25. GOVERNMENT REGULATION:
a) Each Party hereto, including their personnel, employees, associates shall be solely
responsible for complying with the statutes, laws, regulations, subordinate
legislation, administrative orders and instructions issued by relevant government
authorities, regarding, but not limited to, environment, industrial relations and
taxation, during the performance of this Agreement.
b) Without limiting the generality of the forgoing, each Party shall be responsible for
compliance with the applicable tax, social security and similar regulations
applicable to its activities hereunder, at its own cost and expenses.

26. RIGHTS AND REMEDIES:

All rights and remedies provided for in this Agreement are cumulative and are in
addition to, and not exclusive of rights or remedies otherwise available at law.

Both Parties are agreed to this Agreement on the day and year first above
written.

_________________________________ _________________________________
SIGNED SEALED AND DELIVERED SIGNED SEALED AND DELIVERED
by within the name Mobi2Fun Mobile by the within name Media and Copyright
Entertainment(Bangalore) Private Limited Services JSC

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MOBILE GAME AND OTHER CONTENTS DISTRIBUTION AGREEMENT

Schedule A:

A. Effective Friday August 17th, 2010, the Parties hereby agree that Distributor is
authorized to be the sole Distributor of all Products of the Content Provider in
______________________ [mention channels], as Non- Exclusive content.

B. The amount of the Distributor’s Revenue owing to Content Provider for distribution
across above mentioned channels shall be 50% percent. Distributor should approve and
add a separate appendix to existing agreement from Content Providers for distributing
content in other than above mentioned channels.
C. All payments to Content Provider shall be subject to Tax Deduction at Source (TDS)
under the Income Tax Act of India and withholding taxes, if any, applicable from time to
time, unless Content Provider duly provides all valid, necessary certificates from the
relevant governmental entities, granting an exemption for the payment of withholding
tax. Distributor shall issue certificates showing the details of such deductions, if any, at
the periodicity permitted by the respective laws, so that Content Provider can claim credit
for such deductions.
Both Parties are agreed to this Agreement on the day and year first above
written.

_________________________________
SIGNED SEALED AND DELIVERED
by within the name Mobi2Fun Mobile
Entertainment(Bangalore) Private Limited
By the hand of: Vijayaprakash Rangappa
Authorized Signatory
_________________________________
SIGNED SEALED AND DELIVERED
by the within named Media and Copyright
Services JSC
By the hand of Nguyen Ba Quyen
Authorized Signatory

17