PROGRAMMING AGREEMENT

This PROGRAMMING AGREEMENT, is entered into as of this     day of        ,            2010 by and between White Springs Television, a Florida Limited Liability Company,  (“WSTV”),  ______________  Licensee. _________  __________________ City and State.  ________ Media description. _______________________________________.

WHEREAS, Licensee and WSTV desire to enter into this Agreement, pursuant to which WSTV shall provide Licensee the movie programming identified on Exhibit “A” and Licensee shall pay for said programming in the barter manner provided in this Agreement;

 NOW, THEREFORE, in consideration of the above recitals, as well as the mutual promises and covenants contained herein, the parties agree as follows:

1.                  PROGRAMMING. WSTV shall provide the movie programming identified on Exhibit “A”, attached hereto and made a part hereof, on the following basis:
a.       Licensee shall have the right to air the programming an unlimited number of times during the term of this Agreement, but only on the media and venue identified above. Use beyond the identified media or venue requires additional licensure.
b.      All music contained in the programming provided by WSTV shall be: (i) licensed by ASCAP, SESAC, or BMI; (ii) in the public domain; or (iii) cleared at the source by WSTV.
c.       WSTV shall deliver all programming in a format agreed to by the parties.
d.      In the event any of the movie programming listed in Exhibit “A” becomes unavailable at any time during the term of this Agreement, for any reason whatsoever, WSTV will have the right to substitute comparable or similar programming.

2.                  LICENSEE FEE.

a.       In lieu of cash payments for the programming, Licensee agrees that it shall provide WSTV with a credit of thirty commercial minutes (either 30 sixty second spots or 60 thirty second spots, or a combination thereof) or a thirty minute infomercial, herein “avails”, for each title of movie programming provided.
b.      Licensee shall provide these commercial avails on an ROS (Run of Schedule) basis, with equal rotation in all day parts between 6:00 am and 12:00 midnight. In the event the credit is used for infomercials they will be scheduled on a BTA (best time available) basis consistent with the stations infomercial policy.

3.                  TIME BANKS.

a.      WSTV shall be entitled to ‘bank’ these avails, as provided above, during the term of this Agreement.

b.      WSTV, or its designee, may ‘redeem’ the avails at any time during this Agreement.

c.       At such time as the avails are redeemed, Licensee agrees:

(i)                  to provide WSTV the industry standard affidavits certifying that the avails were run.

(ii)                to be apply its make-good policy as from time-to-time may be necessary.

           4.             TERM.    The term of this Agreement shall be for a period of three (3)         years, commencing on the date the first programming is delivered to Licensee.

           5.             MISCELLANEOUS.

            a.   Assignment. This Agreement shall be binding upon and inure to the benefit of the    parties hereto and their respective successors and permitted assigns.

            b.   Entire Agreement .  This Agreement embodies the entire agreement and understanding of the parties.  No amendment, waiver of compliance with any term or condition will be effective unless evidenced by an instrument in writing signed by the parties.

            c.   Governing Law .  The construction and performance of this Agreement will be governed by the laws of the State of Florida.

            d.   Notices . All notices, demands and requests required or permitted to be given under the provisions of this Agreement shall be (i) in writing, (ii) sent by fax, delivered by personal delivery, or sent by commercial delivery service or certified mail, return receipt requested, (iii) deemed to have been given on the date faxed with receipt confirmed, the date of personal delivery, or the date set forth in the records of the delivery service or on the return receipt, and (iv) addressed as follows:

or to any such other or additional persons and addresses as the parties may from time to time designate in a writing delivered in accordance with this Paragraph.

            e.   Legal Fees. If any legal action or other proceeding is brought for the enforcement of this Agreement or as a result of a breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorney fees and other costs incurred in such action or proceeding, or any appeal thereon, in addition to any other relief to which such party may be entitled.

IN WITNESS WHEREOF, the parties hereto have executed this Programming Agreement as of the day and year first above written.

WSTV, LLC

_____________________
By its Managing Member

LICENSEE

__________________________
By its Authorized Representative

 Please sign and fax to 503 638 8099