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Ex10av Site Operations Agreement

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Digital Broadcasting Site System

Site Operations Agreement


Trans World Entertainment Corporation

AGREEMENT made the 4th day of August 1999, by and between Trans World Entertainment Corporation ("TWE") and DistributedMedia.com Incorporated ("DMC").

WHEREAS, DMC is in the business of providing a system which integrates various patent pending technologies to deliver site-selected audio programming, broadcast advertising and on-wall billboard advertising, known as the Digital Broadcast Site system ("DBS"); and

WHEREAS, TWE wishes DMC to install a DBS system or systems in its place or places of business, identified on Exhibit A, attached hereto (the "Premises"). It is understood that DMC will provide DBS systems for TWE for expansions or acquisition of new stores.

NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable consideration, the parties hereto do hereby agree as follows:

1. Term.

a. The Term of this agreement shall commence on the date hereof and
end five (5) years thereafter. The Term of this agreement shall
automatically renew itself for successive five (5) year periods
thereafter, unless terminated by TWE by provision to DMC of
written notice of its intention not to renew this agreement, not
later than 120 days prior to the expiration of the then current
term. During the first six months of this contract, DMC and TWE
will conduct a test of the system in one location, then if the
test is satisfactory, at TWE's sole discretion, the test will be
expanded to five locations to determine TWE's desire to expand
the installation company wide. If at any time during the test TWE
determines that it is in its best interest not to expand the
installation it will have no other obligation under this
contract. In store volume control will be reviewed during the

b. If TWE does not receive the level of service promised by DMC, it
will notify DMC of the specific incidences that were below
standard. Upon notification, DMC will respond in writing and
correct the deficiencies as soon as practical, but in no case
beyond thirty (30) days. If the deficiencies have not been
corrected within thirty (30) days, TWE will notify DMC in
specifics regarding the failure to correct. If DMC has not
corrected these deficiencies within the next thirty (30) days,
TWE has the option during the subsequent sixty (60) days to
cancel this agreement. Determination of deficiencies being
corrected is at the sole discretion of TWE, Cancellation of this
agreement will take place upon written notice, one hundred and
twenty (120) days in advance of the effective cancellation date.
DMC will remove their equipment no later than thirty (30) days
after the effective cancellation date.

2. Digital Music System.

a. License. DMC hereby grants to TWE a license to use, throughout
the Term hereof and in the manner set forth herein, two thousand
and two hundred (2,200) DBS systems.

b. Installation; Equipment ownership. DMC shall, at its sole
cost and expense, install the DBS Equipment in the Premises,
in locations selected by TWE. The DBS Equipment shall at all
times remain the sole and exclusive property of DMC. TWE
shall execute and permit DMC to file any financing statement
or other documentation necessary to preserve or perfect
DMC's ownership of the DBS Equipment. TWE shall not attempt
to transfer, sell, lien, pledge or encumber the DBS
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