Effective __Month_ ,__Day__, 2006, ___Company Name___, ("Company") and Westpark Foundries, Inc., a Texas corporation, ("Westpark") make this agreement ("Agreement") for the non-exclusive worldwide distribution of digital content via internet protocol television devices "IPTV", Web video on demand "VOD", and mobile devices.

1. Content

Company is hereby licensing to Westpark, on a non-exclusive and non-sublicensable basis, the following Company's ("Content"): content listed in "Exhibit A".

2. Distribution

Westpark will non-exclusively distribute Content to IPTV worldwide.

3. Payment

Westpark will pay Company 60% of the gross distribution fee ("Fee") received by Westpark for the Content. Payment will be made 90 days after Westpark receives the Fee, together with a reasonably detailed accounting statement that enables Company to verify the computation of the Fee being paid. Without Company's prior written consent, Westpark will not license the Content on a pay-per-view basis for a distribution fee payable to Westpark that is less than thirty percent (30%) of the retail price to be paid by a consumer in respect of the right to view the Content.

4. Expenses

Each party will bear their own expenses for services under this contract.

5. Rights Granted to Westpark

Company grants Westpark the worldwide right to:

a. Distribute, exhibit, sell, reproduce, publicly perform, digitally stream, electronically publish, and otherwise deal in Content non-exclusively for IPTV, or to refrain therefrom, upon such terms and conditions as Westpark may decide (subject to the last sentence of Section 3 above);
b. Use and permit others to use in connection with the distribution, sale, marketing, and exploitation of Content:
(1) names, likenesses, and biographical material of all persons depicted in the Content; and
(2) trademarks, servicemarks, trade names, and other protected, registered, or claimed intellectual property, including, but not limited to, music and music performances embodied in Content;
c. Create and use samples of Content for the purpose of demonstrating, marketing, and selling Westpark's products and services;
d. Revise Content solely as may be minimally necessary to adapt or prepare it for distribution via IPTV; it being agreed that any other editing or modification of the Content will be subject, in each instance, to Company's prior written consent (which it may withhold in its discretion);
e. Publicize and advertise the Content through advertisements, trailers, screening discs, and other forms of publicity and advertisement; provided that, in all of the foregoing, Westpark shall maintain, in the exact form initially provided by Company, all credits, intellectual property notices and similar notices contained in the Content; and
f. Add to the Content that the work is distributed by Westpark, and/or its licensees.

6. Company's Representations and Warrantees

Company warrants that it is the sole owner of the Content and/or has the right to enter into this Agreement and grant all rights necessary for Westpark to fulfill its duties and obligations. Company will pay any and all fees or royalties, if any, due to third parties on account of Westpark's exploitation of the rights herein granted to it. Company agrees to indemnify Westpark for any and all losses, damages, costs, fees, or claims, including reasonable attorneys' fees and legal costs, arising from or related to (i) Westpark's exploitation of the Content in accordance with the terms of this Agreement, or (ii) claims brought by third parties which are inconsistent with Company's representations and warrantees set forth in this Agreement. Westpark agrees to indemnify Company for any and all losses, damages, costs, fees, or claims, including reasonable attorneys' fees and legal costs, arising from or related to claims brought by third parties which are based upon any breach by Westpark of any of its representations, warranties or covenants set forth in this Agreement.

7. Term

The term of the Agreement begins upon the effective date above and ends 48 months from that date. The Agreement may be terminated by Westpark with 60 days written notice. Company may also terminate this Agreement, by written notice to such effect to Westpark, in the event of any breach by Westpark of any material agreement made by it herein which shall remain uncured within sixty (60) days after Company has given written notice of such breach. Within 60 days after the termination date, Westpark will deliver a final accounting of all transactions, final payment for any Content sold, and all remaining unsold Content and merchandise.

8. Audit

Company or its representative may physically view and audit records relating only to Company's Content, with 5 business days' notice. The audit must take place during regular business hours at Westpark's place of business and may not infringe on the Westpark's normal business activities. If such an audit shall reveal an underpayment by Westpark exceeding five percent (5.0%) of the monies owed to Company for the period(s) being audited, then Westpark will be obligated forthwith to reimburse Company for its reasonable out-of-pocket costs incurred in connection with such audit.

9. Confidentiality

Neither Company nor Westpark shall disclose to any third party (other than their respective employees, agents or representatives in their capacity as such), any information with respect to the financial terms and provisions of this Agreement except: (i) to the extent necessary to comply with law or the valid order of a court of competent jurisdiction, in which event, the party making such disclosure shall so notify the other, in writing, within five (5) days, and shall seek confidential treatment of such information, (ii) as part of its normal reporting or review procedure to its parent company, its auditors and its attorneys, provided, however, that such parent company, auditors, and attorney's agree to be bound by the provisions of this paragraph 9, (iii) in order to enforce its rights pursuant to this Agreement, and (vi) to any bona fide prospective purchaser of the stock or assets of such party.

10. Relationship of the Parties

Nothing in this Agreement contained shall be deemed to constitute either of the parties being an agent of the other. Neither party shall hold itself out contrary to the terms of this Agreement and neither party shall become liable by reason of any representation, act or omission of the other contrary, to the provisions hereof. Company is in all respects acting an independent contractor.

11. Miscellaneous

This Agreement includes all Content Delivery Cover Sheets, and other documents referencing this Agreement that Company and Westpark may execute from time to time for the distribution of Content. Westpark may not assign this Agreement or any of its rights or delegate any of its obligations, in whole or in part, to any person, firm, or corporation, except pursuant to (i) a merger or consolidation of Westpark with or into another entity or (ii) the sale of all or substantially all of the capital stock or assets of Westpark. Company may not assign any rights or delegate any obligations hereunder, without written signed agreement from Westpark. No waiver of any part of this Agreement shall be construed a waiver of any other part. If any part of this Agreement is illegal, invalid or unenforceable, the remaining terms shall be enforced as written. This is the entire agreement between Westpark and Company with respect to the subject matter hereof and may not be modified except by a written agreement signed by the party to be bound. This Agreement is governed by the laws of the state of Texas.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the effective date above.

Your Company Name.
Westpark Foundries, Inc.

By Austin, Texas
Your Name, Pres. By: Bret Branon, President

Date: Date:

Exhibit A

Titles:

1.
2.
3.
4.
5.
6.