Joint Venture Agreement

June 16, 1998


THIS AGREEMENT made as of this 16th day of June, 1998.


BETWEEN:
WIC Premium Television, a Limited Subsidiary of WIC Western International Communications Ltd. an Alberta company having its business offices at 200-5324
Calgary Trail Edmonton, Alberta, T6H
4J8
("WPT")


and:


BLUE ZONE ENTERTAINMENT INC., a British Columbia company having its registered
office at 52 Water Street, Vancouver, BC, V6B 1A4 ("BZE")


A. BZE specializes in interactive media and content creation. BZE will design and operate WPT's internet Web Site as defined herein. B. BZE, which maintains and markets the Web Site and pursues other interactive media and internet business. C. WPT specializes in pay and pay per view television broadcast and or
distribution and promotion. WPT will provide and continue to provide BZE
with content and programming information subject to the terms of its
supply agreements. D. WPT has developed its own web site but desires such web site to be
enhanced hosted and maintained by Blue Zone E. The parties desire to enter into this Agreement on the terms and
conditions hereinafter set forth.


NOW THEREFORE THIS AGREEMENT WITNESSES that it is agreed by and among the parties hereto as follows:


ARTICLE 1 DEFINITIONS 1.1 In this Agreement, including the recitals hereto, the following expressions shall have the following meanings:


"WPT" means WIC Premium Television, a Limited Subsidiary of Western International Communications Ltd.;


"BZE" means Blue Zone Entertainment Inc.;


"Agreement" means this agreement, including any written amendments hereafter made to this agreement;


"Person" means an individual, a partnership, an incorporated company, a trust company, an unincorporated association, a government or any department or agency thereof and the heirs and legal representatives of an individual;


"Web Site" means WPT's internet world wide web site created by BZE, which includes, but is not limited to; text, audio, video, photographic, graphic and interactive content, promotional materials, pertaining to Super Channel, Movie Max and Viewer's Choice and WIC Premium Television which services are currently available only in Canada. This content and material will be made publicly available on the world wide web at the Universal Resource Locator (URL) address


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www.premiumtv.ca. and or any future name change in this URL, including but not limited to multiple URL distribution, consolidation and integration with other WIC/broadcaster entities.


ARTICLE 2 ENGAGEMENT OF BZE


2.1 WPT hereby engages BZE to maintain and operate the Web Site on the terms and conditions set forth herein.


2.2 WPT shall, at its own expense: pay a production fee of $30,000 (plus GST) to BZE for its know-how and effort in creating the Web Site, 50% of such fee to be payable as a deposit and 50% upon launch of the Web Site;


to provide all necessary content and internet hosting which WPT and BZE agree are necessary for the Web Site and BZE's activities relating to the Web Site;


to pay for all software purchases and or licensing fees associated with server and database hosting;


provide full access to WPT's video content, graphic content, programming content and other proprietary content (and, where permissible, content purchased and or licensed by WPT) for use only on the Web Site, subject always to WPT's right and discretion to exclude any such content which it does not desire to appear on the Web Site; and to promote BZE as provided herein.


2.3 BZE agrees to maintain and operate the Web Site at a leading level of aesthetic and technical quality and content; to pursue other interactive media and internet business; and to deal with all related revenue as provided herein.


2.4 BZE agrees to maintain good corporate standing and to provide, at its
own expense, all know-how, management and personnel necessary for BZE to
carry out BZE's obligations herein.


2.5 Nothing in this Agreement shall be construed as transferring any interest in any assets, including intellectual property rights, from any party to any other party, or altering the ownership structure of WPT or BZE in any way, or to entitle BZE to any interest whatsoever in WPT's broadcasting business, or to entitle WPT to any interest whatsoever in BZE's interactive business.


2.5 The term of this agreement and BZE's engagement will commence on the
date of execution of this Agreement and terminate on the earlier of:


an agreement in writing of the parties;


Two (2) years from the date hereof, unless renewed or extended by written agreement of the parties;


if the Web Site ceases to exist; or


in the event of default in accordance with Article 7.


2.7 The parties agree to make reasonable good faith efforts to negotiate a renewal agreement or extension hereof prior to the termination of this Agreement.


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2.8 The parties agree that during the term of this Agreement their
relationship is exclusive, meaning WPT shall not employ any other third
party to maintain, design or alter WPT's Web Site. WPT acknowledges that
BZE will continue to do unrestricted business with other clients as well
as business with other broadcasters which business involves web design.


ARTICLE 3 SCOPE OF PARTNERSHIP BUSINESS


3.1 The business activities of BZE shall consist of designing and maintaining the Web Site, marketing the Web Site, and acting as the exclusive agent for advertising on the Web Site, and actively seeking out interactive media and internet business opportunities for the partnership. BZE and WPT agree to cooperate and assist the Web Site and BZE in that regard by making available content, industry contacts, skill, goodwill and cross-promotional opportunities.


ARTICLE 4 LIABILITY AND INSURANCE


4.1 Each party covenants and agrees with the others to indemnify and save harmless the others from any and all liability, obligations, claims or losses resulting from any liability arising from content it alone has created, from its unauthorized acts and from its failure to comply with its obligations hereunder.


ARTICLE 5 COLLECTION AND DISTRIBUTION OF REVENUE


5.1 The parties acknowledge WPT and BZE are each making certain proprietary assets or goodwill available to assist business. BZE will not itself retain profits. It is intended that its ...