TELEVISION LICENSE AGREEMENT STANDARD TERMS AND CONDITIONS

1. LICENSE
Subject to the payment of the License Fees specified and performance by Licensee of all of its other obligations hereunder, Licensor grants to Licensee and Licensee accepts a limited license to telecast only from the originating transmitter and antenna of the Licensee the listed Programs only during the period of time and only for the maximum number of exhibitions specified in the Television License Agreement. The Term for each Program will end on the earlier of the termination of the Term specified in the Television License Agreement or the date of Licensee's last licensed telecast.

2. COMPENSATION TERMS
Licensee will pay the amounts specified at the times specified for each Program in the Television License Agreement without offset, claims or deductions, whether or not Licensee shall have actually telecast the Programs. If all licensed telecasts are taken prior to completion of the payment specified in the Television License Agreement, the entire then unpaid balance will immediately become due and payable. Any payment not made within 30 days of its due date will bear interest at the then current highest legal contract rate applicable to this Agreement, retroactive to the due date.

3. USAGE REPORTS
Licensee will notify Licensor within ten days after the end of each month regarding the title and dates of telecast of each Program telecast during the preceding month.

4. DELIVERY AND RETURN OF MATERIALS
a. Licensor will deliver materials for the Programs as specified in the Television License Agreement. Licensor will notify Licensee of the method of delivery promptly after Licensor receives notice of a scheduled telecast date. LICENSOR REQUIRES AT LEAST 30 DAYS PRIOR NOTICE OF THE SCHEDULED TELECAST DATE OF ANY PROGRAM. IF LESS THAN 30 DAYS NOTICE IS GIVEN, LICENSOR WILL NOT BE RESPONSIBLE FOR LATE DELIVERY. Licensor's delivery will be complete when Licensor has either physically delivered the Program to Licensee or its agent, or has given the Program to Licensor's carrier (f.o.b.) at its place of shipment. All costs of delivery will be paid by Licensee. If requested, Licensee shall return the materials to Licensor or to such place as Licensor may designate within 48 hours after Licensee's last telecast of the Program, Sundays and Holidays excluded. Materials must be returned in the same condition as received, reasonable wear and tear for licensed purposes accepted, in the containers in which the Program was delivered. If Licensee does not return any materials upon request for any reason, then Licensee will pay Licensor their actual replacement cost. If any materials are alleged to be lost or destroyed, Licensee will furnish Licensor with a certificate of destruction.

b. If materials are delivered to Licensee by satellite transmission Licensor will be responsible for all "uplinking" transmission costs, and Licensee will be responsible for arranging to receive the satellite transmission and for all "downlinking" reception costs.
c. Licensee may not copy or allow others to copy any Program except to permit an authorized telecast. All materials which Licensee produces for the telecast of any Program will become the property of Licensor. At the end of the Term Licensee shall either furnish Licensor with a certificate of erasure or ship the materials to the location designated by Licensor.

5. EXAMINATION OF MATERIALS
Licensee will examine all materials immediately after their receipt. If any are unsuitable for telecast, Licensee will immediately notify Licensor who will then furnish suitable replacements. Materials will be deemed suitable unless Licensor receives notice of defect within 3 business days following Licensee's receipt of materials.

6. RESTRICTIONS ON ALTERATION
Each Program shall be telecast in its entirety in a single continuous time period interrupted only by commercial, public service and station break announcements. Licensee may make such minor cuts as are necessary to conform to time segment requirements but under no circumstances shall Licensee delete or reposition the copyright notice or the credits and billings incorporated in the Programs as delivered by Licensor. Editing in excess of 5 minutes per hour of Program content must be approved by Licensor. Licensee may insert commercials in the Programs at it own expense but no such commercial insertion or minor cut shall adversely affect the artistic or pictorial quality. All commercials inserted by Licensee must be removed without damage before the Programs are returned.

7. ADVERTISING AND BILLING
Licensee will comply with Licensor's billing requirements for each Program. Licensee will not use the name or likeness of any actor, writer, director, producer or other talent connected with the Program in any manner which could constitute an endorsement of any product or service or in connection with any commercial tie-in.

8. MUSIC
Licensor represents and warrants that the non-dramatic television performing rights in the music contained in each Program are:

a. Controlled by BMI, ASCAP, SESAC, or other performing rights society having authority over Licensee's telecast of the Program; or

b. In the public domain; or

c. Controlled by Licensor to the extent necessary to permit Licensee's telecast of each Program. With regard to music in category a., Licensee will obtain, at its own expense, any licenses required to telecast or perform any such music. Upon request Licensor will furnish Licensee with available music cue sheets for any licensed Program.

9. COVENANTS OF LICENSEE
Licensee covenants and warrants that it will not telecast any Program except over the facility of the Licensee and will not telecast the Program beyond the end of the Term or in excess of the maximum number of telecasts specified in the Television License Agreement. Licensee is prohibited from authorizing telecast or exhibition of any Program by any other party or over any other facilities including without limitation additional stations, boosters, community antennae, satellite, translator, relay, network, simultaneous transmission or otherwise.

10. SUSPENSION AND WITHDRAWAL
a. Licensor may, in its absolute discretion, suspend delivery or telecast of any Program or withdraw any Program: (i) if Licensor determines that its telecast might infringe the rights of others, violate any law, or subject Licensor to any liability; (ii) if Licensor determines that its materials are unsuitable for making telecast quality tapes; or (iii) due to Force Majeure, as defined in paragraph 10(d).

b. In the event a suspension continues for more than 6 consecutive months, either party may terminate this Agreement with respect to the suspended Program by giving the other party 10 days written notice. The Term with respect to any suspended Program will be extended for the length of each suspension. Licensee will not be entitled to claim damages for any suspension.

c. In the event any Program is withdrawn or this Agreement is terminated with respect to a Program after a suspension period, Licensor may either substitute a mutually satisfactory Program of comparable quality or credit or refund as the case may be an equitable proportion of the License Fee by reducing by the ratio that the number of remaining telecasts of the Program bears to the total number of telecasts for all Programs covered by this Agreement. A Program shall be deemed to have been telecast for refund or credit purposes, one time for each year during which Licensee had, but did not exercise, the right to telecast such Program.

d. "Force Majeure" means any act of God, strike, labor dispute, fire, flood, judgment, adverse claim, failure to timely perform by any laboratory or supplier, delay or lack of transportation, embargo, riot, war, or any other cause beyond the reasonable control of Licensor.

11. TAXES
Licensee will pay all taxes (including without limitation sales, use, VAT and remittance), duties, and any other charges, including interest and penalties, now or later imposed on or resulting from the license, rental, delivery, telecast, possession or use by Licensee of any Program.

12. DEFAULT BY LICENSEE
If Licensee fails to make payment of the License Fees or any part thereof when due, breaches any provision of this Agreement, or is adjudicated bankrupt or becomes insolvent or makes an assignment for the benefit of creditors, or a receiver, liquidator or trustee is appointed for its affairs, or if Licensee attempts to make any assignment, transfer or sublicense of this Agreement without Licensor's consent as provided in paragraph 15, or if the television station under whose facilities Licensee is exhibiting the Programs suspends or terminates its operation for any reason, then Licensor may in addition to all other remedies which it may have, terminate this Agreement by written notice to Licensee in which event the entire unpaid balance of the License Fees for all of the Programs shall immediately become due and payable together with interest from the due date at the highest legal contract rate plus reasonable attorneys' fees incurred as a result of any of the foregoing.

13. LICENSOR'S WARRANTIES
a. Licensor represents and warrants that it has the right to grant this license and that no exercise of rights granted to Licensee in any Program will (i) infringe any third party's copyright, trademark or other property right, or (ii) defame, violate any right of privacy or infringe any personal right of any third party. Licensor shall not be liable for damages for breach of any warranty herein unless given prompt written notice and details thereof by Licensee as well as full control of defense and/or settlement of such claim, including the right to engage its own counsel. Licensor shall not be liable for loss of profits or consequential damages. Licensee agrees to cooperate fully with Licensor in defense or settlement of any such claim.

b. Licensor will advise Licensee of information of which it has actual knowledge, concerning any matter included in the Program for which any money, service or other valuable consideration was paid or accepted. This shall not include property or services furnished without charge, or at a nominal charge for use in the Program.

14. INDEMNITIES
a. Licensor will indemnify and hold harmless Licensee, its officers, directors, employees and agents against all claims, costs and expenses, including reasonable attorneys' fees, due to Licensor's breach of any of its representations or warranties.

b. Licensee will indemnify and hold harmless Licensor, its officers, directors, employees and agents against all claims, costs and expenses, including reasonable attorneys' fees, due to Licensee's failure to abide by any restriction on the exercise of any rights granted and for any breach of any of Licensee's representations or warranties contained in this Agreement.

15. ASSIGNMENT
a. This Agreement is personal to Licensee and Licensee may not assign, transfer or sublicense this Agreement without Licensor's prior written consent. An assignment or transfer of a controlling interest in Licensee's capital stock or other evidence of ownership will require Licensor's consent. Licensor's consent to such assignment, will not relieve Licensee of any of its obligations hereunder.

b. Licensor may assign, transfer or sublicense any of its rights under this Agreement, but no such assignment, transfer or sublicense will relieve Licensor of its obligations hereunder.

16. CLOSED CAPTIONED VERSIONS
Licensee may make a closed-captioned version of the Program for the benefit of the hearing impaired and such version may be used for any or all permitted exhibitions. Licensor shall be given access to the master copy of such version for the purpose of making reproductions, at Licensor's own cost and expense, and subject to reimbursement of fifty percent (50%) of Licensee's documented third party costs in creation of a closed-captioned version. Licensor may exploit such copies in locations other than in the Territory during the Term and in the Territory in all media except those in which Licensee holds exclusive rights, without obligation to Licensee. Upon expiration or termination of the Term and subject to the above reimbursement: (i) the master of such closed-captioned version shall be promptly dispatched to Licensor; and (ii) all right, title and interest in such version shall automatically be transferred to and become the property of Licensor, including, without limitation, all rights under copyright, and all extensions and renewals thereof, throughout the world.

17. PROMOTIONAL RIGHTS
Licensor shall further grant Licensee the following rights in all media (including on-line promotional rights, as available and subject to the BBC Multimedia Guidelines, attached hereto as Exhibit A and incorporated by reference into this Agreement) solely in connection with promotion, advertising and publicity of the Program, during the Term: (i) the right to use up to 1 minute of excerpts per 30 minutes of Program content, but no more than 10 minutes of excerpts in the aggregate (of which no more than 4 1/2 minutes may contain music); (ii) the right to use the names, but not the logotypes, of the BBC and Licensor; (iii) the right to use the promotional materials supplied by Licensor, except as indicated otherwise. (iv) Any other use of such materials by Licensee is strictly prohibited unless written permission is granted by the BBC or Licensor, as the case may be.

18. COPYRIGHT RETRANSMISSION ROYALTIES
Any royalties or fees which become payable to or shall be received by Licensee by virtue of any statute, governmental regulation or by operation of law in any other manner, as the result of a retransmission of the Program by any booster station, translator, repeater, satellite, cable television system, relay broadcast, network simultaneous transmission or otherwise, shall belong to Licensor and, if received by Licensee, shall be promptly paid over to Licensor. At the request of Licensor, Licensee shall make available to Licensor logs of the exhibitions of the Program by Licensee.

19. GENERAL
a. Licensor reserves any and all rights not expressly licensed hereunder.

b. A waiver by either party of any of the terms or conditions of this Agreement shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof.

c. All notices, statements, or other documents required to be given hereunder shall be given in writing either by personal delivery or certified mail at the respective addresses of the parties set forth herein, or such other address as may be designated in writing by either party.

d. This Agreement shall be governed by the laws of the State of New York, the parties submit to the jurisdiction of the courts in New York as appropriate forums for settling disputes and consent to the service of process by certified mail.

e. The Television License Agreement (which incorporates by reference the Standard Terms and Conditions, and BBC Multimedia Guidelines for Online Usage, which are accessible at http://www.bbcprograms.com or available upon request) represents the entire understanding of the parties regarding its subject matter and supersedes all previous written or oral understanding or representations between the parties.

f. In resolving any dispute or construing any provision hereunder, there shall be no presumptions made or inferences drawn either because the attorneys for one of the parties drafted the Television License Agreement, because of the drafting history of the Television License Agreement, or because of the inclusion of a provision not contained in a prior draft or the deletion of a provision contained in a prior draft.

g. Nothing in the Television License Agreement shall be deemed to constitute a partnership between Licensor and Licensee in respect of the Program or otherwise, and neither party shall make any representations to the contrary.