Revenue Share Letter Agreement BY Mitchell John And The Company

May __, 2009



Mr. Mitchell John

Lamar Valley, LLC

3440 S. 60 th Street West

Billings, Montana 59106



Re: Production & Revenue Share Letter Agreement



Gentlemen:



Upon your approval and execution below, this Production & Revenue Share Letter Agreement (the "Agreement") is entered into as of May 18, 2009 (the "Effective Date") by and among Modavox, Inc., a Delaware corporation with a principal place of business at 1900 W. University Drive, Suite 231, Tempe, Arizona 85281 ("Producer"), Lamar Valley, LLC, a Texas limited liability company doing business as High Line Media Communications Company with a principal place of business at 2100 Post Oak Crossing, Sherman Texas 75092 ("High Line") and Mitchell John, an individual residing at 3440 S. 60 th Street West, Billings, Montana 59106. High Line and Mitchell John are referred to collectively herein as MJ. Producer and MJ are referred to collectively herein as the "Parties."



The purpose of the Agreement is to describe the terms and conditions under which Producer and MJ will produce and promote a series of talk radio shows featuring Mitchell John to be aired on and over the Modavox-owned/managed VoiceAmerica Network, World Talk Radio, and/or associated portals (the "Network") for the Production Period commencing on the Effective Date and ending one (1) year after the Effective Date, as described below.



The Parties hereby agree as follows:



I. Production of Shows, MJ Bus Tour & "Top 50 Countdown"



(a) Producer will develop and produce a series of talk radio shows and related on-demand programming featuring Mitchell John, to broadcast over the Network on a daily basis (Monday through Friday) (the "Shows"), as follows:



(i) Each Show will be forty-four (44) minutes in length.



(ii) Each Show will be hosted by one or more individuals designated by MJ who, among other things, will, address current events, music countdowns, events, tour, etc.



(iii) Each Show will be consistent with the content, reputation and brand identity of MJ and the Network's programming and production guidelines. The Network will afford MJ the opportunity to provide input during the production of each Show and will have editorial approval with respect to each Show.




(iv) The Parties will reach mutual agreement as to the production schedule for the first fifty two (52) weeks after the Effective Date (the " First Season").



(b) Commencing on or about May 1, 2009, MJ will conduct a promotional "bus tour" to promote the Shows, including the Show "MJ in the Morning," and the Network. The bus used for the promotional "bus tour" will display the Voice America logo and other Producer logos, to be determined. Producer will also solicit eight (8) promotional sponsors whose name and/or logo will be displayed on the tour bus. Acceptance of each promotional sponsor to be displayed on the tour bus shall be in the sole discretion of MJ.



(c) MJ will host a weekly two-hour "Top Fifty Countdown" show on the Network related to top country and gospel music recordings (the "Top 50 Countdown"). The Top Fifty Countdown will be played each Saturday morning on Voice America and World Talk Radio.



II. Rights Granted



In exchange for the consideration provided hereunder, MJ will grant to Producer the following exclusive perpetual rights and licenses:



(a) To exhibit, distribute, transmit, display, exploit, rebroadcast and perform (collectively, to "Exhibit") the First Season of the Shows and the Top Fifty Countdown by any and all means of radio transmission and delivery, including but not limited to the Internet, whether now known or hereafter developed on a worldwide basis ("Distribution"), and on and over the Network;



(b) To use the Shows and Top Fifty Countdown for: (i) audience and marketing testing; (ii) sponsor/advertiser screening and; (iii) reference and file purposes;



(c) To promote each of the Shows and the Top Fifty Countdown in any manner or media, including without limitation, the right to use and license others to use Mitchell John's name for the sole purpose of promoting the Show and the Top Fifty Countdown, the title of, trailers created for and excerpts from each Show and the Top Fifty Countdown and the name, voice and likeness of and any biographical material concerning all persons appearing in or connected with each such Show or the Top Fifty Countdown for the purpose of obtaining sponsors and advertising, promoting and/or publicizing each such Show and the Top Fifty Countdown; provided, however, that MJ will make reasonable efforts to promote the Shows and the Top Fifty Countdown in at least as favorable a manner, media, and number of exposures; and



(d) To include Producer's name, trademark and logo in each of the Shows and the Top Fifty Countdown and to identify Producer as the exhibitor of the Shows and the Top Fifty Countdown.



III. Compensation


As consideration for the Parties respective obligations hereunder, the Parties agree to the following compensation and revenue sharing arrangement:



(a) Producer will pay to MJ ten percent (10%) of the gross ad buys or advertising contract amount associated with the Shows and the Top Fifty Countdown. Sponsor will remit MJ's share of such gross ad buys within fifteen (15) days following the completion of each calendar month. In addition, Producer will issue to MJ ten thousand (10,000) registered shares of Producer common stock for each group of twenty-five 25 syndicated stations that contract with Producer to broadcast the Top Fifty Countdown. Such registered shares will be issued to MJ as soon as practicable following Producer's registration of such shares as required by SEC rules and regulations.



(b) Advertising revenue associated with visual advertising placed on the tour bus described in Section I(b) above will first be paid to reimburse or cover all expenses related to wrapping the tour bus in promotional sponsors, including the initial wrapping of the bus on May 1, 2009. All revenue thereafter will be split 50/50 by and between MJ and Producer for the one-year Term of this Agreement.



(c) MJ will receive, or be eligible to receive, additional compensation in the form of Producer common stock or warrants to purchase common stock, as follows:



(i) Producer will issue to MJ twenty-five thousand (25,000) registered shares of Producer common stock as soon as practicable following Producer's registration of such shares as required by SEC rules and regulations



(ii) Upon the one year anniversary of the Effective Date, MJ will be granted warrants to purchase one hundred thousand (100,000) un-registered shares of Producer common stock at a price of $2.40 per share, which warrants will expire if not exercised within two (2) years from the date of grant. Shares issued to MJ per such exercise may not be sold by MJ, with respect to the first fifty thousand (50,000) shares, until after six (6) months from the date of issuance and, with respect to the second fifty thousand (50,000) shares, until after twelve (12) months from the date of issuance.



(iii) In addition to the Compensation described above, beginning with the calendar quarter commencing June 1, 2009, MJ shall receive quarterly payments, payable in common stock of Producer, in the amount of five thousand and four hundred (5,400) shares per calendar quarter as compensation for promotion of the Network through performance of the activities described in Section IV(b) of this Agreement. Any such payment: (a) will be issued to MJ within thirty (30) days following the last day of the calendar quarter for which the bonus is payable and; (b) will be in the form of unregistered securities bearing a restricted legend and subject to applicable SEC restrictions on re-sale.



IV. Advertising



(a) Producer will have the right to sell eight (8) minutes of commercial announcement time per each hour Show and the Top Fifty Countdown and to disburse all revenue derived therefrom as provided in Section III(a). MJ will assist Producer in selling such advertising by providing information and materials which ...