8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 6, 2006

	The Tube Media Corp.
(Exact Name of Registrant as Specified in Its Charter)
	Delaware
(State or Other Jurisdictionof Incorporation)
005-79752		84-1557072
(Commission File Number)		(IRS Employer Identification No.)
1451 West Cypress Creek Road, Fort Lauderdale, Florida		33309
(Address of Principal Executive Offices)		(Zip Code)
(954) 714-8100
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Forward-Looking Statements

This document may include a number of "forward-looking statements" as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements reflect management's current views with respect to future events and financial performance and include statements regarding management’s intent, belief or current expectations, which are based upon assumptions about future conditions that may prove to be inaccurate. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance, involve risk and uncertainties, and that as a result, actual results may differ materially from those contemplated by such forward-looking statements. Such risks include, among other things, the volatile and competitive markets in which we operate, our limited operating history, our limited financial resources, our ability to manage our growth and the lack of an established trading market for our securities. When considering forward-looking statements, readers are urged to carefully review and consider the various disclosures, including risk factors and their cautionary statements, made by us in this document and in our reports filed with the Securities and Exchange Commission.

Item 1.01Entry into a Material Definitive Agreement.

On March 6, 2006, the wholly-owned music television subsidiary of The Tube Media Corp. (the “Company”), The Tube Music Network, Inc. (“The Tube”), entered into a charter affiliate affiliation agreement, dated as of March 6, 2006 (the “Charter Agreement”), with Tribune Broadcasting Company (“Tribune”). The Charter Agreement provides that Tribune will have the exclusive right and obligation to transmit The Tube’s music network via broadcast television from Tribune’s existing and acquired stations in the designated markets specified in the Charter Agreement. The Charter Agreement provides the terms and conditions of broadcasting, as well as the obligations of each of the parties.

Pursuant to the terms of the Charter Agreement, The Tube will pay a portion of its advertising revenue and a portion of the revenue that it receives from the sale of products on The Tube’s music network to Tribune as compensation, and other compensation as described in the Letter Agreement (as defined below). The Charter Agreement has an initial term that commences on the effective date of the Charter Agreement and expires on March 31, 2011. The initial term automatically renews for an additional four years if Tribune fails to notify The Tube of its desire to terminate the Charter Agreement at least six months prior to the scheduled expiration date. Tribune may terminate the Charter Agreement upon at least 45 days prior written notice to The Tube if The Tube’s music network is being distributed to less than a specified percentage of television households or cable households.

In connection with the Charter Agreement, the parties also entered into a letter agreement, dated March 6, 2006 (the “Letter Agreement”), pursuant to which the Company agreed to issue to Tribune (i) within 10 days after the execution of the Charter Agreement, a common stock purchase warrant to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at an exercise price of $2.25 per share, and shares of Common Stock; (ii) upon Tribune’s transmission of The Tube’s music network to television stations in markets that represent 75% of all television households in the markets where Tribune owns and/or operates broadcast television stations, a common stock purchase warrant to purchase shares of Common Stock at an exercise price of $2.50 per share; and (iii) a specified number of shares of Common Stock for each 11,000,000 television households (or pro rata if less than 11,000,000) that first receive The Tube’s music network as a result of a launch of The Tube’s music network on a Tribune television station; provided, however, that television households that receive The Tube’s music network in markets with less than 100,000 television households will not be included in the calculation of television households. The Company granted “piggyback” registration rights with respect to all of the securities to be issued under the Letter Agreement.

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Each common stock purchase warrant entitles its holder to purchase one share of Common Stock for either $2.25 or $2.50 per share, subject to adjustments for stock splits, reverse splits and stock dividends. In addition, if the Company issues or sells shares of Common Stock in certain subsequent issuances for a price per share that is less than the applicable exercise price of the common stock purchase warrant, the exercise price will be reduced. The exercise price of the common stock purchase warrants will also be adjusted if the Company issues, sells or grants options, warrants or other securities or rights to subscribe to or exercisable for Common Stock in an issuance not specifically exempt by the terms of the common stock purchase warrants. The common stock purchase warrants may be exercised at any time prior to the earlier of the tenth anniversary of the issuance of the common stock purchase warrant or the termination or expiration of the Charter Agreement.

Pursuant to the terms of the Letter Agreement, The Tube agreed that if, in relation to any third party that owns or operates broadcast television stations and distributes The Tube’s music network, The Tube or the Company provide to such third party (i) a greater percentage of the advertising revenue or revenue that it receives from the sale of products on The Tube’s music network than that provided to Tribune or (ii) equity securities at a ratio more favorable than that provided to Tribune for each 11,000,000 television households, The Tube will offer such greater percentage or more favorable ratio to Tribune. If the granting of such greater percentage or more favorable ratio requires such third party to perform any material obligation not being performed by Tribune, then Tribune must perform such material obligation in order to receive the greater percentage or more favorable ratio.

The Letter Agreement grants Tribune the right to attend all meetings of the board of directors and committees of the board of directors of the Company and The Tube, and to receive any information given to the members of the board of directors of the Company and The Tube. The Company also agreed not to issue any equity in The Tube (or securities convertible into or exchangeable for equity in the Tube) during the term of the Charter Agreement.

The foregoing brief summary of the Charter Agreement, Letter Agreement and common stock purchase warrant is not intended to be complete and is qualified in its entirety by reference to the Charter Agreement, Letter Agreement and form of common stock purchase warrant, which are attached hereto as Exhibits 10.1, 10.2 and 10.5, respectively.

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Item 3.02Unregistered Sales of Equity Securities.

The Company agreed to issue shares of Common Stock and common stock purchase warrants to purchase shares of Common Stock in connection with the matter described above. See the disclosure in Item 1.01 above. The Company granted “piggyback” registration rights for the shares of Common Stock, common stock purchase warrants and shares of Common Stock underlying the common stock purchase warrants to be issued.  The Company maintains that the issuance of these securities is exempt under the Securities Act of 1933, as amended, in reliance upon Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.

Item 3.03Material Modification to Rights of Security Holders.

Pursuant to the terms of the Letter Agreement, the Company granted Tribune preemptive rights with regard to future issuances of equity securities (or securities convertible into or exchangeable for equity) of the Company. The Company will be required to give notice to Tribune if the Company proposes to issue equity securities (or securities convertible into or exchangeable for equity) of the Company, and Tribune will have the right to purchase the number of such securities that would maintain its percentage interest in the Company on the same terms and conditions upon which such securities are being issued by the Company. The preemptive rights will not apply to issuances of securities (i) as payment for services when the aggregate amount of all such issuances does not exceed 10% of the total number of shares of Common Stock outstanding as of the date of such issuance and so long as each share is valued at no less than $1.50; (ii) to other distributors of The Tube’s music network when the aggregate amount of all such issuances does not exceed a specified number of shares of Common Stock; (iii) to satisfy existing obligations of the Company to issue equity, which obligations are specified in the Letter Agreement; (iv) pursuant to the Company’s 2004 Stock Option and Stock Incentive Plan or any other equity incentive plan approved by the Company’s stockholders; provided, that the maximum number of shares issuable under such plans does not exceed 10% of the total number of shares of Common Stock outstanding as of the date such plan is approved by the Company’s stockholders; and (v) in connection with a merger or consolidation where the Company is the surviving corporation or an acquisition of the stock or assets of a third party by the Company. Tribune must notify the Company of its intent to exercise such preemptive rights in connection with any issuance within ten days after receiving notice from the Company.

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Item 9.01Financial Statements and Exhibits.

(c) Exhibits.

10.1 Charter Affiliation Agreement, dated as of March 6, 2006, by and between The Tube Music Network, Inc. and Tribune Broadcasting Company.

10.2  Letter Agreement, dated March 6, 2006, by and among The Tube Media Corp., The Tube Music Network, Inc. and Tribune Broadcasting Company. (This agreement has been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission on the date hereof.)

10.3 Securities Issuance Agreement, dated as of March 6, 2006, by and between The Tube Media Corp. and Tribune Broadcasting Company. (This agreement has been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission on the date hereof.)

10.4 Registration Rights Agreement, dated as of March 6, 2006, by and between The Tube Media Corp. and Tribune Broadcasting Company.

10.5 Common Stock Purchase Warrant of The Tube Media Corp. issued to Tribune Broadcasting Company. (This document has been redacted pursuant to a confidential treatment request filed with the Securities and Exchange Commission on the date hereof.)

99.1 Press Release dated March 9, 2006

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:March 10, 2006	THE TUBE MEDIA CORP.
	By:	/s/ John W. Poling
		Name: John W. Poling
		Title: Chief Financial Officer

EX-10.1

Execution Copy

CHARTER AFFILIATE AFFILIATION AGREEMENT

THIS AGREEMENT (the “Agreement”), made as of the 6^th day of March, 2006 (the “Effective Date”), is by and between The TUBE Music Network, Inc., a Florida corporation (the “Network”), and Tribune Broadcasting Company, a Delaware corporation (“Affiliate”), regarding the television programming service currently known as “The TUBE” (the “Service”). The parties hereby mutually agree as follows:

1.                   DEFINITIONS:

In addition to any other defined terms in this Agreement, the following terms shall have the following meanings when used in this Agreement:

“Acquired Station” means any Broadcast Television station that is acquired by Affiliate after the Effective Date.

“Affiliate Advertising Share” has the meaning set forth in Exhibit D.

“Affiliate Launch Date” means the date on which the Service is initially transmitted by the first of Affiliate’s Stations.

“Affiliate Transactional Share” has the meaning set forth in Exhibit D.

“Broadcast Television” means traditional, free, FCC-licensed, over-the-air broadcast television.

“Charter Affiliate” means a Broadcast Television station or station group that (i) entered into an affiliation agreement with the Network on or before the date of this Agreement, and/or (ii) is owned, operated or licensed to Sinclair Television Group, Inc. or an affiliate thereof.

“Costs” means all losses, liabilities, claims, costs, damages and expenses, including fines, forfeitures, reasonable attorneys’ and expert witness fees, disbursements and court or administrative costs.

“Designated Market Area” or “DMA” means a particular market area or classification to demarcate local television markets as defined by Nielsen Media Research, Inc. from time-to-time, or, if DMA falls from general or standardized usage, a replacement term to demarcate local television markets in a substantially similar manner which shall be determined by the parties in good faith.

“Licensed Community” has the meaning set forth in Section 3(a).

“Local Advertising” has the meaning set forth in Section 8(c).

“MVPD” means a multichannel video program distributor as such term is set forth in 47 C.F.R. §76.905(d) of the rules of the Federal Communications Commission (“FCC”).

“Network’s Advertising Revenue” means the gross dollar amount of collections received by or credited to Network from the sale by Network of commercial advertising time included in the Service, less actual agency representative fees and sales commissions. For clarification, Network’s Advertising Revenue shall not include accounts receivable or Network’s Transactional Revenue.

“Network’s Transactional Revenue” means the gross dollar amount of revenue actually received by Network (e.g., net of the cost of goods and services and all fulfillment costs associated with the sale of such goods and services) from (i) the sale of products and services by way of direct response telephone orders from the toll-free number included on the Service, and (ii) e-commerce sales of products and services by or on behalf of Network over the Internet originating from Network’s website (i.e., URL www.thetubetv.com or any replacement or supplemental URL) or Affiliate’s website, in all cases, originating from within the Zip Codes in the DMA of the Station(s) transmitting the Service, and from Zip Codes in the DMA of any MVPD(s) that carry a Station if, at the time of the sale, Network does not have an affiliation with a Broadcast Station that is transmitting the Service and whose Licensed Community is located in such DMA. 

“Primary Feed” means the audio and video presentations of each Station’s primary one-way over-the-air digital television signal (which signal may be in either standard definition or high definition television (as such term is defined by the Advanced Television Systems Committee) format).

“Promotional Spots” has the meaning set forth in Section 8(a).

“Service” means the television programming service provided by Network as defined in the preamble to this Agreement.

“Station(s)” means a Broadcast Television station licensed to Affiliate or a subsidiary of Affiliate by the FCC that provides or is capable of providing the Service to the Licensed Community that it is licensed to serve.

“TV Households” means the number of television households in a given DMA as determined by Nielsen Media Research, Inc. (which, as of the date hereof, is published annually by Nielsen Media Research, Inc. as the Nielsen Media Research Local Universe Estimates (US)) or, if Nielsen Media Research, Inc. ceases to publish the number of television households in a DMA, a replacement term to determine the number of television households in local television markets in a substantially similar manner which shall be determined by the parties in good faith.

“Zip Code(s)” means a specific geographic delivery area defined by the United States Postal Service, which consists of a five (5)-digit zip code plus a four (4)-digit add-on code.

2.                   TERM, EXTENSION AND RENEWAL:

(a) Initial Term. Unless terminated earlier in accordance with the terms of this Agreement, the “Term” of this Agreement shall consist of, collectively, the Initial Term and the Renewal Term, if applicable. The “Initial Term” shall commence upon the Effective Date and shall expire on March 31, 2011.

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(b) Renewal Term. If Affiliate fails to notify Network of its desire that this Agreement terminate on its expiration date, at least six (6) months before the expiration date, this Agreement will automatically renew, upon the same terms and conditions, for an additional four (4) -year period (“Renewal Term”).

(c) If the Term is renewed as described in Section 2(b), Network and Affiliate will negotiate exclusively and in good faith concerning further renewal of this Agreement upon mutually-agreed terms and conditions; provided, that unless Network and Affiliate otherwise agree in writing, the exclusive negotiation period will end six (6) months before the expiration of the Term.

3.                   GRANT OF RIGHTS; ACQUIRED STATIONS:

(a) Network hereby grants to Affiliate the exclusive right via Broadcast Television, and Affiliate hereby accepts such exclusive right and the obligation during the Term to broadcast the Service via Broadcast Television (i) over the transmission facilities of each Station identified on Exhibit A, which is licensed by the FCC to serve the community for each such Station (the “Licensed Community”), for receipt by TV Households in the DMA in which the Licensed Community is located, as such DMA is identified on Exhibit A, and (ii) over the transmission facilities of any Acquired Station, except to the extent that, as of the date Affiliate notifies Network in writing of its binding agreement to acquire such Acquired Station, (A) another Broadcast Television station in the same DMA as the Acquired Station has exclusive rights to broadcast the Service, or (B) the Acquired Station is obligated to broadcast other material that precludes it from also carrying the Service. Affiliate shall telecast the Service from each Station’s origination transmitter and antenna for free over-the-air television reception, and by other customary means used by each Station to transmit its signal in its DMA (e.g., FCC-licensed translators and fiber or microwave connections to MVPDs). Notwithstanding the foregoing, Affiliate shall have the right to authorize, and shall use reasonable efforts to obtain, carriage of the Service’s signal by MVPDs that retransmit digital Broadcast Television signals in the DMA of each Station that transmits the Service, which Service signal shall be transmitted by Affiliate together with the Primary Feed. Affiliate’s failure to obtain such carriage by any MVPD shall not be deemed a breach of this Agreement. Affiliate shall endeavor to secure carriage of the Service by MVPDs on the most highly penetrated level of digital service. Further, Affiliate shall have the right to authorize carriage of the Service’s signal on a nonexclusive basis by MVPDs that retransmit a Station’s Primary Feed outside the Station’s DMA, and that are carrying the Station’s analog signal as of the date of this Agreement. Notwithstanding the provisions of the preceding sentence, (1) Affiliate shall not authorize an MVPD to deliver the Service to subscribers outside the Station’s DMA in areas in which the Station, pursuant to FCC rules, is not “significantly viewed,” if the MVPD receives the Station’s signal via satellite, and (2) any agreement by Affiliate for out-of-DMA carriage of the Service shall require that the MVPD’s authorization from Affiliate to carry the Service terminate upon the initial over-the-air transmission of the Service by a Broadcast Television station whose Licensed Community is located within the DMA of the pertinent MVPD system if such station has exclusive rights to broadcast the Service in such DMA. Network shall provide Affiliate with at least 45 days’ advance written notice of such Broadcast Television’s station’s initial over-the-air transmission of the Service and Affiliate shall provide such notice to the pertinent MVPD. In the event Affiliate owns more than one Station in any DMA (a “Duopoly Market”), then Affiliate, at its option, shall have the right to determine which of its Stations in such DMA shall broadcast the Service; it being understood that Affiliate shall have no obligation to broadcast the Service over more than one of its Stations in any particular DMA.

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(b)Any Acquired Station that is transmitting the Service at the time of acquisition by Affiliate shall (subject to the provisions of the preceding paragraph concerning Duopoly Markets) continue to transmit the Service and become a “Station” hereunder. Any existing agreement between or among Network and any one or more third parties applicable to such Station for the transmission of the Service shall terminate and cease to be effective upon its acquisition by Affiliate. Any Acquired Station in a DMA that is not transmitting the Service at the time of acquisition by Affiliate shall likewise become a “Station” hereunder upon acquisition and shall commence transmitting the Service within one hundred eighty (180) days after the acquisition is consummated, unless, as provided in 3(a) above, (A) another Broadcast Television station in the same DMA as the Acquired Station has exclusive rights to broadcast the Service, or (B) the Acquired Station is obligated to broadcast other material that precludes it from also carrying the Service. If condition (A) or (B) applies, the Acquired Station shall have no obligations hereunder, and Network shall have the right to license the transmission of the Service to another Broadcast Television station in such DMA, including on an exclusive basis. Notwithstanding the foregoing, if condition (A) applies, unless the existing affiliate is a Charter Affiliate, Network shall give Affiliate at least six (6) months’ prior written notice of the impending expiration of an existing affiliate’s affiliation agreement and, upon such notice, Affiliate shall have the option to add the pertinent Acquired Station as a “Station” hereunder as of the date of expiration of the existing affiliate’s affiliation agreement, provided that Affiliate exercises such right in writing at least four (4) months prior to the expiration of the existing affiliate’s affiliation agreement.

(c)Except as expressly provided in Section 3(a), Affiliate shall not have the right (i) to subdistribute or otherwise sublicense the Service, or (ii) to transmit or otherwise distribute the Service by any technology (other than Broadcast Television), or on an interactive, time-delayed, “video-on-demand” or similar basis. For purposes hereof, “video-on-demand” means the transmission of a television signal by means of a point-to-point distribution system containing audiovisual programming chosen by a viewer for reception on a viewer’s television receiver, where the scheduling of the exhibition of the programming is not predetermined by the distributor, but rather is at the viewer’s discretion.

(d)Except as expressly provided in Sections 3(a) and 3(b) and this Section 3(d), Network shall not have the right to distribute or otherwise license the Service for reception in a Station’s DMA, including distributing the Service directly through an MVPD in a Station’s DMA, other than through this license to Affiliate. Without limiting the generality of the preceding sentence, Network shall not distribute or authorize third parties to distribute the Service to subscribers by any technology (other than Broadcast Television and transmission by an MVPD), on an interactive, time-delayed (other than multiple time-zone feeds of the Service), “video-on-demand” or similar basis, as an audio-only service (e.g., radio) or over the Internet. For purposes of clarification, a promotional or marketing “stunt” simulcasting a live or special event, or brief excerpts of the Service made available on a non-subscription basis for promotional purposes shall not be prohibited by this Section 3(d) or any other provision herein.

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(e)Network hereby grants Affiliate during the Term a royalty-free, fully paid up, non-transferable, non-exclusive license to use the Marks (as defined in Section 8(e)) in any advertising and promotional materials undertaken in connection with Affiliate’s transmission of the Service, provided that such use complies with the terms and conditions of Section 8(e).

(f)Upon execution of this Agreement, Affiliate shall promptly complete and deliver to Network a notice of launch (in the form attached hereto in Exhibit B) for each Station (“Launch Notice”) and subsequently launch the Service on each Station listed on Exhibit A (subject to the provisions of 3(a) above concerning Duopoly Markets) no later than the Launch Date set forth opposite each Station on Exhibit A (for each Station, the “Launch Date”). In addition, Affiliate shall promptly complete a Launch Notice for any Acquired Station that is subsequently added to this Agreement.

(g) Each Station, by the terms of this contract, shall be entitled to invoke the protection against duplication of Service programming imported under the compulsory copyright license as provided in Sections 76.101 and 76.123 of the FCC Rules.

(h) Each Station transmitting the Service shall have the right to broadcast the Service on its Primary Feed, in addition to its broadcasts under Section 3(a). Such broadcasts shall be subject to all terms and conditions of this Agreement, including Sections 4(e) and 8(c).

4.                   CONTENT OF THE SERVICE:

(a) Content. Throughout the Term, the Service shall be a professionally produced, advertiser-supported television service with programming consisting of music videos, occasional programs discussing, reviewing and/or relating to music and concerts, related interstitial programming, promotional announcements and commercial announcements in the amounts specified herein, 24 hours a day, seven days a week, primarily targeted to reach adults ages 25-54. Subject to the preceding sentence and other provisions of this Agreement, the selection, scheduling, renewal, substitution and withdrawal of any content on the Service shall at all times remain within Network’s sole discretion and control.

(b)Local Programming. Affiliate, at its own cost, shall be provided with thirty (30) minutes per week on the Service, on the same day and at the same time each week, as determined by Network in consultation with Affiliate, for the insertion of programming by Affiliate that is complementary to the Service (“Local Programming”), at Affiliate’s option. Service programming will be provided during this thirty (30) -minute period for Stations that do not insert Local Programming. It is anticipated that, at a future date to be mutually agreed upon by the parties, Affiliate shall have the right to expand such Local Programming to one (1) hour per week. Affiliate shall be solely responsible for the insertion on a timely basis of the Local Programming into the signal of the Service at the Stations transmitting the Service. Affiliate shall retain all revenue derived from sponsorship of the Local Programming. Affiliate shall apply the same broadcast standards to the Local Programming that it applies to each Station’s broadcasts over the Primary Feed. Without limiting the immediately preceding sentence, Local Programming shall not consist of or contain infomercials, home shopping or direct on air sales programming that are not directly related to music and concerts.

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(c)Preemption. Affiliate shall retain the right to elect not to transmit any programming on the Service over the broadcast facilities of a Station if Affiliate reasonably believes that such programming is unsatisfactory or unsuitable or contrary to the public interest, or in order to substitute a program which, in Affiliate’s judgment, is of greater local or national importance. Affiliate agrees to notify Network either before or as soon as reasonably practicable after Affiliate exercises such right.

(d)Children’s Programming.

(i)Network will provide as part of the Service the minimum number of hours of “Core Programming,” as defined in 47 C.F.R. §73.671(c), as the same may be amended from time to time (“Core Children’s Programming”), and will comply with related requirements of the definition of “Core Programming” in order to enable Affiliate to comply with the “safe harbor” established by law or FCC regulation, solely with regard to the Service and as a result of the broadcast by the Stations of the Service on each such Station’s free, over-the-air, multicast feed.

(ii)Network represents and warrants that if it supplies to Affiliate any programming produced primarily for children 12 years old or younger, such programming shall comply with the FCC’s commercial limits, including 47 C.F.R. §73.670, as the same may be amended from time to time, including limits on the amount of commercial matter and the prohibitions on host-selling, program-length commercials and the display of website addresses.

(iii)At the end of each calendar quarter, Network will provide to Affiliate a copy of the Service’s schedule of Core Children’s Programming planned for the following calendar quarter, together with a certification indicating the amount of Core Children’s Programming made available to Affiliate during the preceding quarter and certifying that any programming produced primarily for children 12 years old or younger, as provided by Network, complied with the FCC’s rules. Network will provide copies of program logs or other documentation substantiating the amount of Core Children’s Programming or the amount of commercial matter in any Network program or program segment subject to the commercial limits, promptly upon request by Affiliate.

(e)Advertising. Except for the Local Advertising and advertising broadcast in Local Programming, Network shall have the exclusive right and authority to sell all of the advertising on the Service and shall share a portion of Network’s Advertising Revenue generated from such sales with Affiliate in accordance with the terms of this Agreement. A Station will not be obligated to broadcast advertising that does not comply with the Station’s generally applicable broadcast standards. Network and Affiliate will cooperate in a good-faith effort to ensure that all Network advertising meets Stations’ broadcast standards. Without limiting the generality of the foregoing sentence, Network will not accept political or controversial-issue advertising, or advertising promoting distilled spirits or gambling, without Affiliate’s prior written approval.

(f)Program Service Information. Network must provide to a reputable program information services entity a program schedule for the Service.

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(g)Closed Captioning; Program Ratings. Network shall provide full-time closed captioning for the Service in all programming and at all times for which captioning is required by applicable law as applied to the Service. Network also shall display and encode program ratings for the Service using the industry-standard “V-chip” ratings system.

5.                   DELIVERY AND DISTRIBUTION OF THE SERVICE:

(a) During the Term, Network, at its expense, shall deliver a 24 hours per day, 7 days per week signal of the Service by transmitting it via AMC-3 or another domestic satellite commonly used for transmission of television programming to Broadcast Television stations. The signal of the Service, including any program-related data and enhancements, shall be contained in no more than a 5.0 megabits-per-second (“mbps”) stream of data and shall consist of a resolution of no less than 480 x 720i. Network’s failure, for reasons other than force majeure, to deliver a signal meeting the requirements of this Section 5(a) for more than twelve (12) hours in any consecutive thirty (30) day period without the written consent of Affiliate shall constitute a material breach of this Agreement, not subject to the cure provisions of Section 10(d); provided, however that Affiliate shall provide Network with notice of each event in which Network fails to deliver a signal meeting the requirements of this Section 5(a) as soon as reasonably practicable.

(b)Exhibit C sets forth the specific equipment necessary for each Station to receive the signal of the Service (the “Receiving Equipment”). At Affiliate’s option, Network shall furnish and install, at its expense, or reimburse Affiliate for its cost of furnishing and installing, the Receiving Equipment to each Station that transmits the Service, provided that the Receiving Equipment for all of the Stations initially listed on Exhibit A shall not exceed, in the aggregate, one hundred twenty-five thousand dollars ($125,000.00) (the “Equipment Reimbursement Cap”). At Affiliate’s option, Network also shall furnish and install, or reimburse Affiliate for its cost of furnishing and installing, Receiving Equipment for any Acquired Station not transmitting the Service at the time of acquisition by Affiliate, at a cost not to exceed three thousand five hundred dollars ($3,500.00). Affiliate, at its expense, shall furnish all other equipment and facilities necessary for the receipt of the satellite transmission of the signal of the Service and the delivery of such signal to TV Households in each Station’s DMA. In addition, each Station shall be responsible, at its sole expense, for installing, maintaining or repairing the Receiving Equipment during the Term. Affiliate shall cause each of the Stations to maintain and repair the Receiving Equipment in good working condition, at its sole cost, as necessary and appropriate to maintain the ability of the Receiving Equipment to receive the signal of the Service from its initial satellite and transponder without interruption during the Term. If Network changes the satellite, transponder or encryption method used to transmit the Service and if the Receiving Equipment or other existing equipment will not be suitable for receiving the Service after the changes are implemented, with respect to such Station(s), Network agrees to furnish and install at its expense, or reimburse Affiliate for its reasonable cost of furnishing and installing, Receiving Equipment suitable for receiving the Service after the changes are implemented, without regard to the Equipment Reimbursement Cap; provided, however, that with respect to new equipment made necessary by a satellite, transponder or encryption method change, which equipment may be used to receive the signals of other television services carried by such Station, Network shall be obligated to reimburse Affiliate only for Network’s pro-rata share of the cost of such equipment (based on the total number of television services being received by such affected System and utilizing such new equipment within ninety (90) days of the effective date of such change).

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(c)Each Station transmitting the Service shall transmit a good-quality video and audio signal of the Service, but in no event shall such Station be required to deliver a signal of a technical quality higher than the technical quality of the video and audio signal of the Service as delivered by Network hereunder.

(d)Each Station agrees to transmit the Service on a full-time basis 24 hours per day, 7 days per week, except in cases of force majeure, emergency broadcasts, when a Station’s Primary Feed is not being transmitted, as provided in 4(c) above, or when a Station must stop broadcasting for maintenance or repairs. Each Station will provide Network with up to 5.0 mbps, but, at all times, not less than 2.0 mbps, for this purpose, except as required in infrequent and exceptional circumstances resulting from a Station’s carriage of the primary television network with which such Station is affiliated with regard to its Primary Feed (e.g., ABC, CBS, NBC and Fox). Except for a Station’s Local Advertising Time and Local Programming, station identification messages, and as except provided in 4(c) and 4(e) above, each Station shall transmit the Service without alteration, editing or delay.

(e) Network agrees to transmit SCTE 35-compliant DPI commands within the Service that will trigger insertion of Local Advertising and rejoin commands to signal the return to Network programming. Network also will deliver a separate set of SCTE 35-compliant commands to trigger local insertion and removal of station identification messages on the hour, and station logos before and after commercial breaks. To ensure clean switching, Network will ensure that switch commands occur coincident with transmission of an “I”-frame from the network MPEG 2 encoder.

(f)Each Station that transmits the Service may superimpose over the programming on the Service a transparent station identification logo/“bug” that does not materially interfere with the Service or any graphics or other data therein.

(g)Affiliate and each Station shall take the same security measures to prevent the unauthorized or otherwise unlawful copying or taping of the Service (or any portion thereof) by others as it takes to protect the Primary Feed transmitted by such Station. Network acknowledges that Affiliate and the Stations do not, as of the Effective Date, take any such security measures.

6.                   NO FEES; REVENUE SHARE:

(a) Neither Affiliate nor any Station shall pay any fees to Network for any rights granted under this Agreement.

(b)In consideration of the terms and conditions set forth herein, Network shall pay Affiliate (i) the Affiliate Advertising Share, and (ii) the Affiliate Transactional Share, each as provided in Exhibit D.

7.                     REPORTS; AUDITS:

(a) Affiliate shall promptly notify Network in writing of any MVPD that has agreed to retransmit the Service. Network and Affiliate thereafter shall cooperate in an effort to secure the MVPD’s agreement to provide to Network and Affiliate, within thirty (30) days following each calendar quarter during the Term, a certified report stating the number of households that receive the Service from such MVPD (“Digital Cable Subscriber Households”) in the DMA of a Station on average over such quarter (“Report”). If an MVPD fails to submit a Report, Network and Affiliate shall estimate the number of Digital Cable Subscriber Households receiving the Service pursuant to paragraph I.1. of Exhibit D.

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(b)Network shall submit to Affiliate, within forty-five (45) days of the end of each calendar quarter during the Term, a statement reporting for such calendar quarter the following information on a Station-by-Station basis: (i) Network’s Advertising Revenue, (ii) the Affiliate Advertising Share, (iii) Network’s Transactional Revenue, (iv) the average number of households receiving the Service through each MVPD in each DMA served by a Station, as calculated herein, and (v) the Affiliate Transactional Share. If this Agreement terminates on any date other than at the end of a calendar quarter, Network shall supply such statement as of the date of termination, within forty-five (45) days thereafter, and this obligation shall survive the termination of this Agreement until Affiliate receives such statement.

(c)Affiliate shall submit to Network, within forty-five (45) days of the end of each calendar quarter, a report on behalf of each Station with respect to the Promotional Spots aired by each Station during such calendar quarter, setting forth the date and time each such Promotional Spot aired on the Primary Feed.

(d) Audit.

(i)  During the Term and for one (1) year thereafter, Network shall maintain accurate and complete books and records in accordance with generally accepted accounting principles and practices that shall contain sufficient information to enable an auditor to verify, for the period under audit, Network’s Advertising Revenue, Network’s Transactional Revenue, the Affiliate Advertising Share, the Affiliate Transactional Share and the accuracy of the amounts paid by Network to Affiliate hereunder, including under Exhibit D (collectively, the “Revenue Share Records”). Upon not less than thirty (30) days’ prior written notice and not more than once in any calendar year, Affiliate shall have the right, at its sole cost and expense, during the Term and for one (1) year thereafter, to examine during normal business hours the books and records of Network for up to the prior calendar year and the then-current calendar year solely to the extent reasonably necessary to verify the Revenue Share Records.

(ii)Any audit conducted pursuant to this Section 7(d) shall be conducted by Affiliate’s corporate audit staff or an independent auditing firm designated by Affiliate (in each case, an “Auditor”). Any such audit shall be subject to the provisions of this Section 7(d) and the confidentiality provisions of Section 12, and the Auditor shall execute, in advance, a confidentiality agreement that obligates it to maintain the confidentiality of the terms of this Agreement and the information acquired during the course of the audit. Any officer, employee, consultant or agent of Affiliate that has access to an audit report (who shall be limited to those who are members of Affiliate’s corporate audit staff and have a specific need to know the contents thereof) shall also execute a confidentiality agreement consistent with the prior sentence.

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(iii)  Network and Affiliate shall use good faith efforts to resolve any dispute arising from an audit conducted pursuant to this Section 7(d). Any litigation by Affiliate with respect to amounts owing by Network in respect of an audit must be brought within one (1) year after the Auditor completes its on-site review at Network’s offices, or Affiliate will be deemed to have waived its right, whether known or unknown, to collect any shortfalls from Network for the period(s) audited; provided, however, that such limitation shall not apply to intentional misconduct by Network or its agents or employees.

8.                    PROMOTION; AFFILIATE ADVERTISING:

(a)  Affiliate shall actively promote the Service consistent with its business judgment, including the broadcast by each Station transmitting the Service of an average of at least ten (10) thirty (30)-second promotional announcements per week for the Service (“Promotional Spots”) on the Station’s Primary Feed, including the Station’s analog signal for so long as the Station broadcasts an analog signal, on a run-of-station basis, commencing no later than the first air date of the Service on the applicable Station. Affiliate will submit program listings for the Service to local print and on-screen guides. Additionally, Affiliate will provide a link to Network’s website (i.e., URL www.thetubetv.com or any replacement or supplemental URL) on the websites of each of the Stations.

(b)Network shall produce and deliver the Promotional Spots to each Station at least two (2) weeks prior to the first air date, and on a regular basis thereafter, in a format mutually agreed with Affiliate and in a broadcast-ready state. Affiliate or a Station also may prepare its own Promotional Spots and other promotional materials, which, if using any programming from the Service, must be approved in advance by Network, such approval not to be unreasonably withheld. Network and Affiliate agree to consult on a regular basis during the Term concerning the content of the Promotional Spots, promotional materials and on Network and Affiliate promotional strategies, and Affiliate shall cease airing particular Promotional Spots or using particular promotional materials upon the reasonable objection of Network to such Promotional Spots or the use of such promotional materials.

(c)Network shall provide to each Station that transmits the Service for local advertising sales, public service announcements, newsbreaks, station-produced vignettes or promotion one (1) minute of commercial announcement time per hour (“Local Advertising”), normally at the same approximate time each hour of the broadcast day. Affiliate shall have the right to retain for itself all the proceeds derived from the sale of Local Advertising. Affiliate agrees not to sell commercial time to or for the benefit of direct competitors of the Service (e.g., music video networks carried by MVPDs such as MTV, VH1 and Fuse). All Local Advertising shall comply with the pertinent Station’s generally applicable broadcast standards and Affiliate shall be solely responsible for all Local Advertising and all liabilities associated therewith, including insertion, trafficking, billing and collection activities relating to the Local Advertising and for the content of the material inserted into the Local Advertising.

(d)Network, from time to time, may undertake marketing tests and surveys, rating polls and other research in connection with the Service. With respect to any tests, surveys or research that apply to any Station or DMA for which Network seeks Affiliate’s cooperation, Network shall notify Affiliate of the nature and scope of each such project and Affiliate, to the extent permitted by applicable law and agreements by which Affiliate or a Station is bound, shall cooperate in such research by rendering such assistance as Network may reasonably request and which Affiliate can reasonably provide without incurring any additional expense. Network shall, promptly following receipt, provide the full results of any such research to Affiliate, on a confidential basis, unless Network is prevented from doing so by a confidentiality agreement or applicable law.

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(e)Affiliate acknowledges that the name and mark “The TUBE” (and the names of certain programs that appear in the Service and any subsequently selected names or marks for the Service and accompanying websites) (collectively, the “Marks”) are the exclusive property of Network and its suppliers and that Affiliate has not and will not acquire any ownership thereof by reason of this Agreement. Provided they do not infringe the marks of Affiliate or an affiliate of Affiliate, Affiliate shall not directly or indirectly question, attack, contest or in any other manner impugn the validity of the Marks or Network’s rights in and to the Marks and shall reasonably cooperate with Network’s quality control, monitoring and inspection of the use of the Marks. Any and all goodwill arising from Affiliate’s use of the Marks shall inure solely to the benefit of Network. Affiliate shall submit to Network representative samples of Affiliate’s promotional materials mentioning or using the Marks (other than materials provided by Network to Affiliate, if any) and shall cease using the Marks in a particular manner upon the reasonable objection of Network to the use of the Marks in such manner. Uses of the Marks in routine promotional materials, such as program guides and program listings, shall be deemed approved unless Network specifically notifies Affiliate to the contrary. Network shall acquire no rights in any of Affiliate’s marks by virtue of this Agreement.

9.                   WARRANTIES AND INDEMNITIES:

(a) Network and Affiliate each represents and warrants to the other that (i) it is duly organized, validly existing and in good standing under the laws of the state under which it is organized; (ii) it has the power and authority to enter into this Agreement and to perform fully its obligations hereunder; (iii) it is under no contractual or other legal obligation that shall in any way interfere with its full, prompt and complete performance hereunder; (iv) the individual executing this Agreement on its behalf has the authority to do so; and (v) the obligations created by this Agreement, insofar as they purport to be binding on it, constitute legal, valid and binding obligations enforceable in accordance with their terms.

(b)Network further represents and warrants to Affiliate that it holds all necessary rights and licenses in and to the materials transmitted to Affiliate as part of the Service and such rights and licenses are sufficient to permit the transmission of the Service in the DMA of each of the Stations as contemplated herein, without infringing the copyright or other rights of any person.

(c)Affiliate further represents, warrants and covenants to Network that (i) it has the power and authority to cause each Station, including any Acquired Station, to perform fully its obligations hereunder; and (ii) it holds and will continue to hold all necessary rights and licenses (A) to operate the Stations and permit the broadcast of the Service in the DMA of each of the Stations and (B) to broadcast the Local Programming and Local Advertising as contemplated herein.

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(d)Affiliate and Network shall each indemnify, defend and forever hold harmless the other, the other’s parent, subsidiary and affiliated companies and each of the other’s (and the other’s parent, subsidiary and affiliated companies’) respective present and former officers, shareholders, directors, employees, consultants, partners and agents (“Network Indemnitees” and “Affiliate Indemnitees,” respectively), against and from any and all Costs incurred as a result of third-party claims arising out of any breach of any term of this Agreement or of any warranty, covenant or representation contained herein.

(e)Without limiting Section 9(d), Network shall indemnify, defend and forever hold harmless the Affiliate Indemnitees from and against any and all Costs arising directly or indirectly out of third-party claims (i) that the transmission by Affiliate of the Service as contemplated herein infringes the rights of any person, (ii) based on the content of the Service and any promotional material provided by Network to Affiliate (including the Promotional Spots), as furnished by Network and transmitted by Affiliate and each Station in accordance with the terms and conditions of this Agreement (i.e., not based upon any deletions, modifications or additions by Affiliate or any Station), including any claim that such content or material is obscene, indecent, libelous, or slanderous, or violates any right of privacy or publicity, copyright, trademark or any other proprietary, literary, or dramatic right of any person or any rule or regulation of the FCC, and (iii) relating to any contest, sweepstakes or other promotion conducted by Network. Affiliate shall, to like extent, indemnify, defend and forever hold harmless the Network Indemnitees for Costs arising directly or indirectly out of third-party claims relating to (A) any deletion, addition or other modification of content, programming or other material by Affiliate to the Service, including Local Advertising and Local Programming, (B) any editing or deletion of program or promotional material by Affiliate contrary to Network’s instructions, (C) Promotional Spots and/or other promotional materials prepared by Affiliate, and (D) any contest, sweepstakes or other promotion conducted by Affiliate in connection with Network and/or the Service.

(f)A party claiming indemnity under this Section 9 must give the indemnifying party prompt notice of any claim, and the indemnifying party shall, unless the parties otherwise agree, assume the full defense of any claims to which its indemnity applies. The indemnified party, at the indemnifying party’s cost, will cooperate fully with the indemnifying party in the defense or settlement of any such claim. Subject to the foregoing, the indemnified party may participate in the defense, through counsel of its choice, at its own expense.

(g)The representations, warranties and indemnities contained in this Section 9 shall continue throughout the Term and the indemnities shall survive the termination of this Agreement, regardless of the reason for such termination.

(h)Network has procured, and shall maintain during the Term, at its sole expense, Commercial General Liability insurance at liability limits of not less than $1,000,000 each occurrence and $2,000,000 in the aggregate. Additionally, Network will procure on or before the Affiliate Launch Date, and shall maintain during the Term, at its sole expense, Errors and Omissions insurance that covers Network’s media activities at a liability limit of $1,000,000 in any one (1) policy period. Affiliate shall be named as an additional insured on the policies, and, prior to the Affiliate Launch Date, shall receive certificates evidencing such insurance, providing that such coverage will not be cancelled or materially changed except upon 30 days’ prior written notice to Affiliate.

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10.                    TERMINATION:

(a) In addition to Network’s other rights to terminate this Agreement, Network may, by providing Affiliate with thirty (30) days’ prior notice, terminate this Agreement if Affiliate is in material breach of this Agreement, provided that Affiliate shall have thirty (30) days from Network’s notice specifying in detail the nature of such breach to cure such breach; provided, however, if such breach is confined to a single breach by a Station or group of Stations during the Term, then Network shall have the right to terminate this Agreement only as to such Station or Stations, but if Affiliate willfully and repeatedly materially breaches any of the material provisions of this Agreement, then Network, at its option, shall have the right to terminate this Agreement in its entirety or only as to such breaching Station or Stations.

(b)Network retains the right at all times during the Term to discontinue its distribution of the Service in its entirety and to terminate this Agreement and all other affiliates’ agreements on at least ninety (90) days’ prior notice without any liability therefor to Affiliate, other than amounts payable hereunder which accrued prior to such termination, including amounts payable pursuant to Section 6(b) and Exhibit D.

(c)In the event that a Station initially listed on Exhibit A does not launch the Service by the Launch Date as required by Section 3(f) other than as a result of a force majeure event pursuant to Section 13(e), Network shall have the right to terminate this Agreement only as to such Station, but if three (3) or more Stations initially listed on Exhibit A do not launch the Service by the pertinent Launch Date for each such Station as required by Section 3(f) for reasons other than force majeure, Network, at its option, shall have the right to terminate this Agreement in its entirety or only as to such Station or Stations. In the event that Network terminates this Agreement as to a particular Station or several Stations, or in its entirety pursuant to Sections 10(a) or (c), Affiliate shall, within thirty (30) days of termination, at its option either reimburse Network for the cost of all equipment or return such equipment related to such Station(s) that was paid for by Network pursuant to Section 5(b) herein.

(d)In addition to Affiliate’s other rights to terminate this Agreement, Affiliate may, by providing Network with thirty (30) days’ prior notice, terminate this Agreement if Network is in material breach of this Agreement, provided that Network shall have thirty (30) days from its receipt of Affiliate’s written notice specifying in detail the nature of such breach to cure such breach; provided, however, if such breach is confined to a Station or group of Stations during the Term, then Affiliate shall have the right to terminate this Agreement only as to such Station or Stations, but if Network willfully and repeatedly materially breaches any of the material provisions of this Agreement, then Affiliate, at its option, shall have the right to terminate this Agreement in its entirety or only as to such breaching Station or Stations.

(e) Notwithstanding anything to the contary in this Section 10, any breach involving failure to pay any amount due hereunder must be cured within ten (10) days after notice. A breach involving Network’s failure to pay an amount due to Affiliate pursuant to Section 6 above or Exhibit D hereto shall be deemed a breach as to Affiliate rather than a particular Station or Stations.

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 11.                NOTICES

Any notice given under this Agreement shall be in writing, shall be sent postage prepaid by certified mail, return receipt requested, or by hand delivery, or by Federal Express or similar overnight delivery service, to the other party, at the following address (unless either party at any time or times designates another address for itself by notifying the other party pursuant to the provisions of this Section 11, in which case all notices to such party thereafter shall be given at its most recently so designated address):

To Network:	The TUBE Music Network, Inc.
	1451 West Cypress Creek Road, Suite 300
	Ft. Lauderdale, FL 33309
	Attn: John W. Poling, CFO
	Facsimile Number: (954) 714-8500
	cc: Les Garland, President and CEO
	Facsimile Number: (305) 861-9409
To Affiliate:	Tribune Broadcasting Company
	435 North Michigan Avenue
	Chicago, IL 60611
	Attn: Gina Mazzaferri
	Facsimile Number: (312) 222-5981
	cc: Charles J. Sennet
	Facsimile Number: (312) 222-4206

Notices given by hand delivery shall be deemed received upon delivery to the addressee. Notices given by certified mail shall be deemed received on the date specified on the return receipt. Notices given by Federal Express or similar overnight delivery service shall be deemed received on the next business day following delivery of the notice to such service with instructions for overnight delivery.

 12.              CONFIDENTIALITY:

Neither Affiliate nor Network shall disclose (whether orally or in writing, or by press release or otherwise) to any third party outside their respective companies (other than their respective officers, directors and employees, in their capacity as such, and their respective auditors, consultants, financial advisors, lenders, potential buyers or investors and attorneys; provided, however, that the disclosing party agrees to be responsible for any breach of the provisions of this Section 12 by any of such parties) the terms of this Agreement (other than the existence hereof) except: (a) to the Auditor as provided in Section 7(d); (b) to the extent necessary to comply with the valid order or compulsory process of an administrative agency or a court of competent jurisdiction, in which event the party making such disclosure shall so notify the other as promptly as practicable (and, if possible, prior to making such disclosure); (c) in accordance with the regulations of any securities exchange on which such party (or its parent company) is listed, or otherwise as required by law; (d) in order to enforce its rights pursuant to this Agreement; or (e) if mutually agreed by Affiliate and Network, in advance of such disclosure, in writing. This Section 12 shall survive the termination of this Agreement. The parties agree to issue a mutually agreeable press release concerning this Agreement upon execution of this Agreement.

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13.                    MISCELLANEOUS:

(a) Assignment; Binding Effect; Reorganization. This Agreement shall be binding on the respective transferees and successors of the parties hereto, except that neither this Agreement nor either party’s rights or obligations hereunder shall be assigned or transferred by either party without the prior written consent of the other party. Affiliate agrees to use reasonable efforts to obtain the agreement of any proposed assignee or transferee that, upon consummation of the assignment or transfer of control of the FCC license for any Station, such assignee or transferee shall negotiate in good faith with Network for continued rights to broadcast the Service over the affected Station. It will not be a breach of this Agreement, and Affiliate will not be required to accept a lower price or different terms in a proposed acquisition, if the proposed assignee or transferee does not accept this condition. Affiliate agrees to give Network timely notice of the filing of an assignment or transfer of control application with the FCC.

(b)Entire Agreement; Amendments; Waivers; Cumulative Remedies. This Agreement, including the Exhibits attached hereto, contains the entire understanding of the parties hereto and supersedes and abrogates all contemporaneous and prior understandings of the parties, whether written or oral, relating to the subject matter hereof. This Agreement may not be modified except in a writing executed by both parties hereto. No waiver of any breach of any provision hereof shall be or be deemed to be a waiver of any preceding or subsequent breach of the same or any other provision of this Agreement. The failure of Affiliate or Network to enforce or seek enforcement of the terms of this Agreement following any breach shall not be construed as a waiver of a subsequent breach of the same or any other terms of this Agreement. All remedies, whether at law, in equity or pursuant to this Agreement shall be cumulative.

(c)Governing Law. The obligations of Affiliate and Network under this Agreement are subject to all applicable federal, state and local laws, rules and regulations, and this Agreement and all matters or issues collateral thereto shall be governed by the laws of the State of New York applicable to contracts to be entirely performed therein.

(d)Relationship. Neither party shall be, or hold itself out as, the agent of the other or as joint venturers under this Agreement. Nothing contained herein shall be deemed to create, and the parties do not intend to create, any partnership, association, joint venture, fiduciary or agency relationship between Affiliate and Network, and neither party is authorized to or shall act toward third parties or the public in any manner which would indicate any such relationship with the other.

(e)Force Majeure. Neither Affiliate nor Network shall have any rights against the other party hereto for the non-operation of facilities or the non-furnishing of the Service if such non-operation or non-furnishing is due to an act of God; inevitable accident; fire; weather; lockout; strike or other labor dispute; riot or civil commotion; action or inaction of government or governmental instrumentality (whether federal, state or local); failure of performance by a common or private carrier; material failure or unavailability in whole or in part of technical facilities, software or equipment which are material to the transmission of the Service; or other cause beyond either party’s reasonable control (financial inability is excepted). A party will have the right to terminate this Agreement as to the affected Station(s), by notice to the other, if the other party’s inability to perform continues for thirty (30) days or more; provided, that Network may not terminate this Agreement due to a Station’s failure to launch the Service for reasons specified solely in this Section 13(e) unless such Station is unable to launch the Service for ninety (90) days or more beyond the applicable Launch Date.

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(f)No Inference Against Author. Network and Affiliate each acknowledge that this Agreement was fully negotiated by the parties and, therefore, no provision of this Agreement shall be interpreted against any party because such party or its legal representative drafted such provision.

(g)No Third-Party Beneficiaries. The provisions of this Agreement are for the exclusive benefit of the parties hereto (including the Stations) and their permitted assigns, and no third party shall be a beneficiary of, or have any rights by virtue of, this Agreement.

(h)Headings. The titles, headings of the sections and defined terms in this Agreement are for convenience only and shall not in any way affect the interpretation of this Agreement. Any reference in this Agreement to “Section” or an “Exhibit” shall, unless the context expressly requires otherwise, be a reference to “Section” in, or an “Exhibit” to, this Agreement. Forms of the word “include” mean “including without limitation;” and references to “hereunder,” “herein,” “hereof,” and the like, refer to this Agreement.

(i)Non-Recourse. Notwithstanding anything contained in this Agreement to the contrary, it is expressly understood and agreed by the parties hereto that each and every representation, warranty, covenant, undertaking and agreement made in this Agreement was not made or intended to be made as a personal representation, undertaking, warranty, covenant, or agreement on the part of any individual, and any recourse, whether in common law, in equity, by statute or otherwise, against any individual is hereby forever waived and released.

(j)LIMITATION OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES (INCLUDING LOSS OF PROFITS OF REVENUES, OR DAMAGES TO OR LOSS OF PERSONAL PROPERTY) IN ANY CAUSE OF ACTION ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH A DEFAULT UNDER OR A BREACH OF THIS AGREEMENT.

(k)Taxes. Network shall not be liable for, and Affiliate shall pay and hold harmless Network from, any federal, state or local taxes, surcharges, levies or any other charges which are based upon revenues derived by operations of Affiliate or each Station. Neither Affiliate nor Station shall be liable for, and Network shall pay and hold Affiliate and each Station harmless from, any federal, state or local taxes, surcharges, levies or any other charges which are based upon revenues derived by operations of Network.

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(l)Right of First Refusal. In the event Network decides to offer any new television programming channels (the “New Channels”), then Affiliate shall have ninety (90) calendar days from Affiliate’s receipt of Network’s comprehensive business plan for such New Channels to determine whether Affiliate desires to enter into an agreement with respect to the New Channels. At the expiration of the ninety (90)-day period, Affiliate’s right of first refusal shall expire. If, during said ninety (90)-day period, Affiliate notifies Network in writing of its desire to add the New Channels to this Agreement, then both parties shall work diligently together and in good faith to enter into an agreement within ninety (90) days of such notice to include the terms and conditions pursuant to which the New Channels may be distributed by Affiliate. If, having used good faith diligent efforts, Affiliate and Network have failed to enter into such an agreement within such ninety (90)-day period, then neither party shall have an obligation to continue such negotiations or enter into an agreement with respect to the New Channels.

(m)Matter Broadcast. Federal law and FCC regulations require Network to disclose to Affiliate, and the Stations to disclose to their audiences, the identity of any person or entity that has given anything of value to Network or anyone associated with the Service in exchange for the inclusion of a product, service, trademark, brand name, or other program material in the Service. Network agrees to disclose to Affiliate, in writing, the existence, source and nature of any payments or other consideration received in connection with the production of the Service. Such disclosure shall be made prior to the time such matter is broadcast, so that each Station can satisfy its disclosure obligations under federal law. Notwithstanding anything to the contrary herein, proper disclosure in the content of the Service will satisfy Network’s disclosure obligations to Affiliate under this Section 13(m), provided Network agrees to provide full details to Affiliate immediately upon request.

(n)Counterparts. This Agreement may be executed in counterparts, each of which will have the full force and effect of a fully-executed original. This Agreement may be executed by each or either party by delivering signed signature pages thereof to the other party by facsimile. Any party delivering an executed counterpart of this Agreement by facsimile shall also deliver to the other party an original executed counterpart of this Agreement, but the failure to do so does not affect the validity, enforceability or binding effect of this Agreement.

[Remainder of page intentionally left blank.]

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The parties hereto have executed this Agreement to be effective as of the Effective Date.

AFFILIATE:		NETWORK:
TRIBUNE BROADCASTING COMPANY		THE TUBE MUSIC NETWORK, INC.
By:	/s/ John E. Reardon	By:	/s/ Les Garland
Title:	President	Title:	President

[Signature page: Charter Affiliate Affiliation Agreement by and between

The TUBE Music Network, Inc. and Tribune Broadcasting Company]

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EXHIBIT A

To Affiliation Agreement By and Between

Tribune Broadcasting Company and

The TUBE Music Network, Inc.

Dated as of March 6, 2006

STATION IDENTIFICATION

	Call	Street Address	Launch
DMA	Letters		Date
New York	WPIX	220 E. 42nd St., 10th floor, New York, NY 10017	6/1/06
Los Angeles	KTLA	5800 Sunset Blvd., Los Angeles, CA 90028	6/1/06
Chicago	WGN	2501 W. Bradley Pl., Chicago, IL 60618	7/1/06
Philadelphia	WPHL	5001 Wynnefield Ave., Philadelphia, PA 19131	7/1/06
Boston	WLVI	75 Morrissey Blvd., Boston, MA 02138	6/1/06
Dallas-Fort Worth	KDAF	8001 John Carpenter Fwy., Dallas, TX 75247	7/1/06
Washington, D.C.	WBDC	2121 Wisconsin Ave. N.W., Washington, DC 20007	8/15/06
Atlanta	WATL	One Monroe Place, Atlanta, GA 30324	7/15/06
Houston	KHWB	7700 Westpark Dr., Houston, TX 77063	7/15/06
Seattle-Tacoma	KCPQ  KTWB	1813 Westlake Ave. N., Seattle, WA 98109	7/15/06
Miami-Ft. Lauderdale	WBZL	2055 Lee St., Hollywood, FL 33020	7/15/06
Denver	KWGN	6160 S. Wabash Way, Greenwood Village, CO 80111	6/1/06
Sacramento-Stockton-Modesto	KTXL	4655 Fruitridge Rd., Sacramento, CA 95820	8/1/06
St. Louis	KPLR	2250 Ball Dr., St. Louis, MO 63146	8/1/06
Portland, OR	KWBP	10255 S.W. Arctic Dr., Beaverton, OR 97005	6/15/06
Indianapolis	WXIN  WTTV  WTTK	6910 Network Pl., Indianapolis, IN 46278	6/15/06
San Diego	KSWB	7191 Engineer Rd., San Diego, CA 92111	6/15/06
Hartford & New Haven	WTIC  WTXX	One Corporate Center, Hartford, CT 06123	8/15/06
Grand-Rapids-Kalamazoo-Battle Creek	WXMI	3117 Plaza Dr. N.E., Grand Rapids, MI 49525	6/15/06
Harrisburg-Lancaster-Lebanon-York	WPMT	2005 S. Queen St., York, PA 17403	7/1/06
Albany-Schenectady-Troy	WEWB	14 Corporate Woods Blvd., Albany, NY 12211	8/1/06

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EXHIBIT B

To Affiliation Agreement By and Between

Tribune Broadcasting Company and

The TUBE Music Network, Inc.

Dated as of March 6, 2006

LAUNCH NOTICE

BROADCAST LAUNCH FORM

STATION NAME:	STATION GROUP OWNER:
STATION MAILING ADDRESS:
PHONE NUMBER:	FAX NUMBER:
GENERAL MANAGER:	MARKETING CONTACT:
ENGINEER	PHONE (IF DIFFERENT):
	EMAIL ADDRESS:
AREAS SERVED (PLEASE INCLUDE ZIP CODES):
DMA:
FILL OUT THE LINE BELOW FOR ONE EARTH STATION RECEIVE SITE (EACH ADDITIONAL SITE REQUIRES A SEPARATE FORM)
Do you have an antenna capable of receiving a C band feed from AMC-3 Transponder 17 located at 87 degrees west? YES____ NO____
Do you have space for an additional antenna on your roof or in your antenna farm? YES____ NO____
Does this space have a good southern exposure looking at 95 degrees? YES____ NO____
Do you have the resources to install the antenna? YES____ NO____
STREET ADDRESS (Shipping Address):

CITY/STATE/ZIP:	COUNTY:
LAUNCH DATE: ______________	CHANNEL NUMBER: ______________

SIGNATURE: TITLE: DATE:

Email COMPLETED FORM to linefinder_1999@yahoo.com

20

EXHIBIT C

To Affiliation Agreement By and Between

Tribune Broadcasting Company and

The TUBE Music Network, Inc.

Dated as of March 6, 2006

RECEIVING EQUIPMENT

• C-Band Antenna equipped with appropriate feed assembly and 45-degree digitally compatible LNB

• 150 Feet of RG6 Coaxial Cable

• Integrated receiver/decoder, including MPEG 2 standard definition decoder that can decode an AC3 encoded audio stream at 384 kbps (the audio stream to be delivered by Network), and an unscrambled DVB-compliant ASI output.

• De-icing equipment and/or radomes at the following Stations (and any later-acquired stations where climatologically WXIN/WTTV/WTTK, Indianapolis; WPHL-TV, Philadelphia; WGN-TV, Chicago; WXMI, Grand Rapids.

21

Execution Copy

EXHIBIT D

To Affiliation Agreement By and Between

Tribune Broadcasting Company and

The TUBE Music Network, Inc.

Dated as of March 6, 2006

REVENUE SHARE

Commencing on the Affiliate Launch Date and thereafter throughout the Term, Network shall pay to Affiliate the following amounts:

I.   Affiliate Advertising Share.

1.   Determining Affiliate Advertising Share. Commencing with the calendar quarter beginning on April 1, 2006 and for each calendar quarter thereafter during the Term, Network shall pay to Affiliate the Affiliate Advertising Share. For purposes hereof, the “Affiliate Advertising Share” shall be determined by multiplying fifteen percent (15%) of Network’s Advertising Revenue for such calendar quarter by a fraction, the numerator of which is the total number of Digital Cable Subscriber Households in the DMA(s) of the Station(s) transmitting the Service pursuant to this Agreement, and the denominator of which is the total number of Digital Cable Subscriber Households in all of the DMAs in which Network has a broadcast television station affiliate that is transmitting the Service. If a Station commences transmitting the Service on other than the first day of a calendar quarter, then the Affiliate Advertising Share for such quarter shall be further prorated based on the number of days in such quarter that such Station transmitted the Service. For purposes of this Exhibit D, The number of Digital Cable Subscriber Households shall be determined by the certified report supplied by each MVPD distributing the service, described in Section 7(a) of the body of this Agreement. In the event that such report is not received by Network with respect to each and every MVPD that carries the Service, then, for purposes of this Exhibit D, the number of Digital Cable Subscriber Households shall be determined as follows:

a.   In the event that the total number of linear digital video subscribers served by an MVPD that distributes the Service is not broken out by DMAs in such MVPD’s reported data, then, for purposes of this Exhibit D, the number of Digital Cable Subscriber Households for such non-reporting MVPD shall be equal to the product of (x) the number of TV Households receiving linear video services from such MVPD’s systems that carry the Service in the pertinent DMA as set forth in a Nielsen report such as FOCUS multiplied by (y) the National Digital Cable Penetration Percentage most recently reported by such MVPD. The “National Digital Cable Penetration Percentage” shall be equal to the quotient of (i) the total number of subscribers to linear digital video services as most recently publicly reported by such MVPD, divided by (ii) the total number of TV Households receiving linear video services from such MVPD as most recently publicly reported by such MVPD.

22

b. In the event that a particular MVPD does not report its total number of subscribers to linear digital video services and total number of TV Households receiving linear video services, then, for purposes of this Exhibit D, the number of Digital Cable Subscriber Households for such non-reporting MVPD shall be equal to the product of (x) the number of TV Households receiving linear video services served by such MVPD’s systems that carry the Service as set forth in a Nielsen report such as FOCUS multiplied by (y) a national digital cable penetration estimate from Kagan Research, LLC.

c. In the event that a more accurate independent publicly available source for determining the number of television households that receive the Service through a subscription cable service hereafter becomes available, the parties may mutually agree to use such source in lieu of the foregoing.

2.   Payment. The Affiliate Advertising Share, if any, shall be payable quarterly and shall be due no later than forty-five (45) days following the end of each calendar quarter for which a payment is due. If this Agreement is terminated during a calendar quarter, the amount payable shall be determined as of the termination date.

II.   Affiliate Transactional Share.

1.   Determining Affiliate Transactional Share. Commencing with the calendar quarter beginning on April 1, 2006 and for each calendar quarter thereafter during the Term, Network shall pay to Affiliate the Affiliate Transactional Share. For purposes hereof, the “Affiliate Transactional Share” means fifteen percent (15%) of Network’s Transactional Revenue for the pertinent calendar quarter.

2.   Payment. The Affiliate Transactional Share, if any, shall be payable quarterly and shall be due no later than forty-five (45) days following the end of each calendar quarter for which a payment is due. If this Agreement is terminated during a calendar quarter, the amount payable shall be determined as of the termination date.

23

EXHIBIT E

To Affiliation Agreement By and Between

Tribune Broadcasting Company and

The TUBE Music Network, Inc.

Dated as of March 6, 2006

ADDITIONAL TERMS AND CONDITIONS

Music Rights and Copyright Indemnification

Without limiting Network’s indemnification obligations as set forth in the body of this Agreement:

Network agrees to indemnify the Affiliate Indemnitees against any and all Costs arising out of any (i) third-party claims that Network’s music performance rights licenses with ASCAP, BMI and SESAC (or directly with the applicable composer(s) and publisher(s)) do not cover music performances through to the viewers of the Service; and (ii) written agreement between Affiliate and an MVPD for the retransmission of the Service (together with the Primary Feed as provided in Section 3(a) of the body of the Agreement) solely within the Station’s DMA, or where the Station’s signal is deemed “significantly viewed” pursuant to FCC rules, pursuant to which Affiliate is obligated to indemnify such MVPD against any Incremental Copyright Cost (as defined below) resulting directly from the retransmission of the Service by such MVPD in the Station’s DMA. For purposes hereof, “Incremental Copyright Cost” shall mean the difference, if any, between (A) the copyright royalties that would be payable by the MVPD in the Station’s DMA without carriage of the Service, and (B) the copyright royalties that would be payable by such MVPD in such DMA with the carriage of the Service. Network hereby authorizes Affiliate to enter into such an agreement if, in Affiliate’s reasonable and good faith judgment, such an agreement is necessary to obtain an MVPD’s consent to carry the Service. For purposes of clarification, ASCAP, BMI and SESAC are and shall be considered “third parties.” Network represents and warrants that it has and throughout the Term will have a valid through-to-the-viewer music performance rights license with ASCAP and BMI (and any other society that may license such rights for music contained in the Service) (or directly with the applicable composer(s) and publisher(s)) covering all of the music contained in the Service. Network has commenced negotiations for a through-to-the-viewer music performance rights license with SESAC and expects to attain such license within a reasonable period of time.

24

EX-10.2

Exhibit 10.2

THE TUBE MEDIA CORP.

March 6, 2006

Mr. John E. Reardon, President

Tribune Broadcasting Company

435 North Michigan Avenue, Suite 1800

Chicago, IL 60611

Re: Charter Affiliation Agreement (the “Agreement”) dated as of March 6, 2006 by and between The Tube Music Network, Inc. (“Network”) and Tribune Broadcasting Company (“Affiliate”)

Dear Mr. Reardon:

As an inducement to Affiliate to enter into the Agreement, and in consideration of Affiliate’s obligations in the Agreement, including but not limited to, the obligation to transmit the Service on broadcast television stations listed on Exhibit A of the Agreement, this letter shall confirm our agreement respecting additional consideration to be provided by Network to Affiliate. All capitalized terms used and not otherwise defined herein shall have the meanings as set forth in the Agreement. Unless terminated earlier, the provisions of this letter shall terminate upon the expiration or earlier lawful termination of the Agreement, other than paragraph 7 herein which shall terminate twelve (12) months after the expiration or earlier lawful termination of the Agreement.

Network hereby agrees to provide Affiliate with the consideration set forth below, all such consideration to be in addition to that consideration set forth in the Agreement, including but not limited to as specified in Exhibit D thereof.

1.Consideration. The Tube Media Corp. (“Tube Media”), the parent company of Network, shall provide Affiliate with warrants to purchase shares of common stock of Tube Media in the following amounts and upon the following occurrences. Each warrant shall be in the form attached as Exhibit 1 hereto. Each warrant will expire on the earlier of (i) the tenth anniversary of the issuance of the pertinent common stock purchase warrant, or (ii) the termination or expiration of the Agreement (including any renewal periods):

(a)Within ten (10) days after the execution of the Agreement, Affiliate shall receive a common stock purchase warrant to acquire [XXXXX]*shares of Tube Media’s common stock, at a purchase price of two dollars and twenty-five cents ($2.25) per share;

*Filed under an application for confidential treatment.

1451 West Cypress Creek Road, Suite 300, Ft. Lauderdale, Florida 33309

March 6, 2006

Mr. John E. Reardon

(b)Upon Affiliate’s transmission of the Service to Stations in DMAs that represent seventy-five percent (75%) of all TV Households (as defined in the Agreement) in the DMAs where Affiliate owns and/or operates Broadcast Television stations (“Affiliate DMAs”), Affiliate shall receive a common stock purchase warrant to acquire [XXXXX]*shares of Tube Media’s common stock, at a purchase price of two dollars and fifty cents ($2.50) per share.

2.Additional Consideration. Tube Media will provide Affiliate grants of common stock on the terms and conditions as expressly set forth in the Securities Issuance Agreement (the form of which is attached hereto as Exhibit 3), which shall contain provisions as follows:

(a)Within ten (10) days after the execution of the Agreement, Tube Media will issue to Affiliate [XXXXX]* shares of common stock of Tube Media.

(b)Tube Media will issue to Affiliate additional shares of common stock at the rate of [XXXXX]* shares of Tube Media common stock for each eleven million (11,000,000) TV Households (or pro rata portion if less than eleven million (11,000,000) TV Households) that first receive the Service as a result of a launch of the Service on a Station pursuant to the Agreement; provided, however, that TV Households that receive the Service in DMAs with fewer than one hundred thousand (100,000) TV Households shall not be included in the calculation of “TV Households” solely for purposes of this paragraph 2(b). A schedule of TV Households in current Affiliate DMAs and the number of shares of common stock to be issued within twenty (20) days after launch of the Service in each Affiliate DMA is set forth in Exhibit 2 hereto.

(c)In the event Affiliate launches the Service on any Acquired Station, or on an Affiliate Broadcast Television station in the New Orleans DMA, Tube Media shall issue additional shares of Tube Media common stock to Affiliate at the same ratio and subject to the same restrictions set forth in paragraph 2(b) above, in each case, within twenty (20) days after the launch of the Service on such Acquired Station or on such Affiliate Broadcast Television station in the New Orleans DMA, as the case may be; provided, however, that in no event shall more than an aggregate of [XXXXX]* shares be issued pursuant to this paragraph 2.

(d)All shares issued to Affiliate hereunder will be duly authorized, and when issued hereunder, will be validly issued, fully paid and non-assessable. The shares will not be registered under the Securities Act of 1933, as amended. All such shares shall be issued pursuant to the Securities Issuance Agreement in the form attached hereto as Exhibit 3. With respect to the issuance of any securities hereunder, Affiliate represents and warrants that it is an accredited investor, as such term is defined in Regulation D of the Securities and Exchange Act and that the Affiliate has such knowledge and experience in financial, investment and business matters so as to be capable of evaluating the merits and risks of the proposed investment.  Affiliate hereby agrees to execute such documents as may be reasonably necessary and appropriate, and as requested by Tube Media, to permit compliance with state and federal securities laws. Affiliate is hereby granted piggyback registration rights with respect to all shares issued hereunder.

*Filed under an application for confidential treatment.

2

1451 West Cypress Creek Road, Suite 300, Ft. Lauderdale, Florida 33309

March 6, 2006

Mr. John E. Reardon

(e)Tube Media represents and warrants that Exhibit 4 hereto sets forth the complete capitalization of Tube Media, including a listing of all outstanding equity securities, securities convertible into or exchangeable for equity securities, and any outstanding rights to purchase such securities.

3.[XXXXX]*.  In consideration of, and subject to, Affiliate’s distribution of the Service on each of the Stations covered by the Agreement, and Affiliate’s continued transmission of the Service throughout the Term in accordance with the terms of the Agreement, Network shall pay Affiliate a [XXXXX]* each calendar quarter during the Initial Term (the “[XXXXX]*”) based on the number of [XXXXX]* Subscribers (as defined below) in the DMAs of the Stations transmitting the Service pursuant to the Agreement. The [XXXXX]*, if any, shall be payable at the end of each calendar quarter for the three months contained in such calendar quarter as set forth below in this paragraph 3; provided, however that if the Agreement commences and/or the requirement to pay the [XXXXX]* terminates on a date other than the first or last day of a calendar quarter, respectively, then the [XXXXX]* for such calendar quarter shall be prorated based on the number of days in such calendar quarter that the Agreement is in effect and an MVPD is distributing the Service in the DMA of a Station transmitting the Service. The [XXXXX]* for each quarter during the Initial Term shall be determined by [XXXXX]* by the number of [XXXXX]* Subscribers. The number of “[XXXXX]* Subscribers” shall be equal to the average of the number of Digital Cable Subscriber Households (determined in accordance with subparagraph 3(a) below) as of the last day of the quarter preceding the quarter at issue and the number of Digital Cable Subscriber Households as of the last day of the quarter at issue. For each quarter during calendar years 2008-2011 in which a portion of the [XXXXX]* is payable, the number of [XXXXX]* Subscribers for which the [XXXXX]* will be payable shall be capped at the number of Digital Cable Subscriber Households (determined in accordance with subparagraph 3(a) below) as of December 31, 2007.

        (a) (i) For purposes of calculating the [XXXXX]*, the number of “Digital Cable Subscriber Households” in the DMA(s) of each Station transmitting the Service shall equal the number of Digital Cable Subscriber Households as set forth in the certified report supplied by each MVPD distributing the Service (as described in Section 7(a) of the Agreement).

*Filed under an application for confidential treatment.

3

1451 West Cypress Creek Road, Suite 300, Ft. Lauderdale, Florida 33309

March 6, 2006

Mr. John E. Reardon

(ii) In the event that the total number of linear digital video subscribers served by an MVPD that distributes the Service is not broken out by DMAs in such MVPD’s reported data, then, for purposes of this paragraph 3, the number of Digital Cable Subscriber Households for such non-reporting MVPD shall be equal to the product of (x) the number of TV Households receiving linear video services from such MVPD’s systems that carry the Service in the pertinent DMA as set forth in a Nielsen report such as FOCUS multiplied by (y) the National Digital Cable Penetration Percentage most recently reported by such MVPD. The “National Digital Cable Penetration Percentage” shall be equal to the quotient of (i) the total number of subscribers to linear digital video services as most recently publicly reported by such MVPD, divided by (ii) the total number of TV Households receiving linear video services from such MVPD as most recently publicly reported by such MVPD.

(iii) In the event that a particular MVPD does not report its total number of subscribers to linear digital video services and total number of TV Households receiving linear video services, then, for purposes of this paragraph 3, the number of Digital Cable Subscriber Households for such non-reporting MVPD shall be equal to the product of (x) the number of TV Households receiving linear video services served by such MVPD’s systems that carry the Service as set forth in a Nielsen report such as FOCUS multiplied by (y) a national digital cable penetration estimate from Kagan Research, LLC.

(iv) In the event that a more accurate independent publicly available source for determining the number of television households that receive the Service through a subscription cable service hereafter becomes available, the parties may mutually agree to use such source in lieu of the foregoing.

(b)For each calendar year for which a [XXXXX]* is payable, a running balance sheet of the [XXXXX]* will be maintained and reconciled on a quarterly basis as follows:

*Filed under an application for confidential treatment.

4

1451 West Cypress Creek Road, Suite 300, Ft. Lauderdale, Florida 33309

March 6, 2006

Mr. John E. Reardon

(i) If at the end of any calendar quarter during the Initial Term, the sum of the aggregate Affiliate Advertising Share and aggregate Affiliate Transactional Share (“Total Revenue”) for such calendar quarter equals or exceeds the [XXXXX]* due and payable for such calendar quarter, then Network shall pay the Total Revenue in accordance with the provisions of Exhibit D to the Agreement and shall not pay Affiliate any additional amounts during such calendar quarter (i.e., no portion of the [XXXXX]* shall be due or payable for such quarter), provided that Network may carry forward to subsequent calendar quarters during such calendar year the amount by which Total Revenue exceeds the portion of the [XXXXX]* that would otherwise have been payable for that or any subsequent calendar quarter(s). In no event will any dollar amount(s) payable to Affiliate be carried forward past the expiration of the Initial Term. The following table provides an illustration of the carry-forward concept and assumes the [XXXXX]* for the calendar year is $[XXXXX]* (payable in four equal $[XXXXX]* installments over such calendar year), and Total Revenue of $[XXXXX]* for the first quarter, $[XXXXX]* for the second quarter, $[XXXXX]* for the third quarter, and $[XXXXX]* for the fourth quarter of such calendar year.

Calendar Quarter:	[XXXXX]*	Total Revenue:	Amount Paid:	Carry Forward:
1	$[XXXXX]*	$[XXXXX]*	$[XXXXX]*	$[XXXXX]*
2	$[XXXXX]*	$[XXXXX]*	$[XXXXX]*	$[XXXXX]*
3	$[XXXXX]*	$[XXXXX]*	$[XXXXX]*	$[XXXXX]*
4	$[XXXXX]*	$[XXXXX]*	$[XXXXX]*	$[XXXXX]*

*Not to be carried forward to the following calendar year

(ii) If, at the end of any calendar quarter during the Initial Term, the Total Revenue for such calendar quarter is less than the [XXXXX]*., then Network shall, in lieu of the Total Revenue payment, pay the portion of the [XXXXX]* due for such quarter, provided that Network may recoup the [XXXXX]* paid in such quarter against subsequent calendar quarters during such calendar year if the Total Revenue in future quarter(s) exceeds the [XXXXX]* payable for such quarter(s). In no event will any dollar amount(s) payable to Affiliate be carried forward past the expiration of the Initial Term. The [XXXXX]* for a quarter, if paid in lieu of the Total Revenue Payment, shall be due and payable no later than forty-five (45) days following the end of such quarter. The following table provides an illustration of the recoupment concept and assumes the [XXXXX]* for the calendar year is $[XXXXX]* (payable in four equal $[XXXXX]* installments over such calendar year), and Total Revenue of $[XXXXX]* for the first quarter, $[XXXXX]* for the second quarter, $[XXXXX]* for the third quarter, and $[XXXXX]* for the fourth quarter of such calendar year.

*Filed under an application for confidential treatment.

5

1451 West Cypress Creek Road, Suite 300, Ft. Lauderdale, Florida 33309

March 6, 2006

Mr. John E. Reardon

Calendar Quarter:	$[XXXXX]*	Total Revenue:	Amount Paid:	Recoupment:
1	$[XXXXX]*	$[XXXXX]*	$[XXXXX]*	$[XXXXX]*
2	$[XXXXX]*	$[XXXXX]*	$[XXXXX]*	$[XXXXX]*
3	$[XXXXX]*	$[XXXXX]*	$[XXXXX]*	$[XXXXX]*
4	$[XXXXX]*	$[XXXXX]*	$[XXXXX]*	$[XXXXX]*

*Not to be carried forward to the following calendar year

4.Other Terms.

(a)Network is a wholly-owned subsidiary of Tube Media, and Tube Media shall maintain it or its successor’s existence separate from Tube Media for the term of the Agreement. Tube Media shall not issue any equity in Network (or securities exchangeable for or convertible into equity of Network) during the Term, including any renewal periods.

(b)Tube Media is open to discussion with Affiliate with respect to other financial investment opportunities between Tube Media, Network and Affiliate. Tube Media hereby grants Affiliate a preemptive right regarding future issuances of equity securities of Tube Media (or securities convertible into or exchangeable for equity of Tube Media), pursuant to which, if Tube Media proposed to issue equity securities (or securities convertible into or exchangeable for equity securities), it will give notice to Affiliate and Affiliate will have the right to purchase that number of such securities so as to maintain its then-current percentage interest in Tube Media, on the same or equivalent terms and conditions, including, without limitation, monetary terms and conditions, upon which such securities are being issued by Tube Media. This preemptive right will not apply to issuances of shares of common stock by Tube Media (i) as payment for services so long as the aggregate amount of all such issuances does not exceed 10% of the total number of shares of common stock outstanding as of the date of this letter agreement and so long as each share is valued at no less than one dollar and fifty cents ($1.50), (ii) to other distributors of the Service so long as the aggregate amount of all such issuances does not exceed [XXXXX]*shares, (iii) to satisfy existing obligations of Tube Media to issue equity as described on Exhibit 4 hereto, (iv) pursuant to Tube Media’s 2004 Stock Option and Stock Incentive Plan or any other equity incentive plan approved by Tube Media’s shareholders, including issuances of equity securities convertible into or exchangeable for shares of Tube Media common stockpursuant to any such plan; provided, that the maximum number of shares of Tube Media common stock issuable under any such plan shall not exceed 10% of the outstanding shares of Tube Media common stock as of the date such plan is approved by Tube Media’s shareholders, or (v) in connection with a merger or consolidation where Tube Media is the surviving corporation or an acquisition of the stock or assets of a third party by Tube Media. Affiliate must notify Tube Media of its intent to exercise its preemptive right with respect to applicable issuances of equity securities by Tube Media within ten (10) days after receiving notice of such issuances from Tube Media.

*Filed under an application for confidential treatment.

6

1451 West Cypress Creek Road, Suite 300, Ft. Lauderdale, Florida 33309

March 6, 2006

Mr. John E. Reardon

5.Board of Directors Tube Media hereby grants Affiliate the right to attend all meetings of the Board of Directors of Tube Media and Network and all meetings of any committees of such Boards of Directors, in each case, solely as a non-voting observer, and to receive any information given to such Boards for so long as the Agreement and any renewal thereof is in effect.

6.MFN. Network agrees that if, in relation to any third party that distributes the Service in the United States (“Third Party”), Network or Tube Media during the Term (i) uses a percentage higher than fifteen percent (15%) to calculate the Affiliate Advertising Share or Affiliate Transactional Share, or (ii) issues equity securities or securities exchangeable for or convertible into equity securities, other than warrants or other similar rights to purchase such securities, to another distributor of the Service at a ratio more favorable than [XXXXX]* shares per eleven million (11,000,000) TV Households launched, provided that such ratio shall be calculated on an aggregate basis with respect to all such issuances to such other distributor (each, a “More Favorable Provision”), Network will promptly offer such More Favorable Provision to Affiliate; provided, however, that if the grant of such More Favorable Provision requires the performance by such Third Party of any material obligation, term or condition that is not already being performed by Affiliate, then Affiliate shall perform such obligation, term or condition in order to receive such More Favorable Provision. For purposes of this paragraph 6, all TV Households in the DMA of a Broadcast Television station that distributes the Service and all TV Households actually receiving the Service shall be deemed to be receiving the Service.

7.Confidentiality. Neither Tube Media nor Affiliate nor Network shall disclose (whether orally or in writing, or by press release or otherwise) to any third party outside their respective companies (other than their respective officers, directors and employees, in their capacity as such, and their respective auditors, consultants, financial advisors, lenders, potential buyers or investors and attorneys; provided, however, that the disclosing party agrees to be responsible for any breach of the provisions of this paragraph 7 by any of such parties) the terms of this letter or any confidential information received by any representative of Affiliate serving as an observer at meetings of the Tube Media Board of Directors pursuant to Section 5 of this letter, except, in each case: (a) to the Auditor as provided in Section 7(d) of the Agreement; (b) to the extent necessary to comply with the valid order or compulsory process of an administrative agency or a court of competent jurisdiction, in which event the party making such disclosure shall so notify the other as promptly as practicable (and, if possible, prior to making such disclosure); (c) in accordance with the regulations of the U.S. Securities and Exchange Commission, any securities exchange or over the counter market on which such party (or its parent company) is listed, or otherwise as required by law; (d) in order to enforce its rights pursuant to this letter and/or the Agreement; or (e) if collectively agreed by Tube Media, Affiliate and Network, in advance of such disclosure, in writing. Any representative that attends meetings of the Tube Media Board of Directors pursuant to Section 5 of this letter agreement on Affiliate’s behalf shall be subject to all confidentiality restrictions commensurate with those imposed on voting board members as required by any applicable law and Tube Media’s and Network’s corporate documents as in effect on the date hereof, and Affiliate will cause any such representative of Affiliate to comply with the provisions of this paragraph 7. Affiliate will further cause its representative to execute any standard confidentiality agreement as may be reasonably required by Tube Media. This paragraph 7 shall survive the termination of this letter and/or the Agreement.

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1451 West Cypress Creek Road, Suite 300, Ft. Lauderdale, Florida 33309

March 6, 2006

Mr. John E. Reardon

8.Early Termination

(a)Affiliate shall have the right to terminate the Agreement upon at least forty-five (45) days’ prior written notice to Network if the Service is being distributed, in the aggregate, to a Percentage of TV Households (as defined below) that is less than the “Threshold Percentage of Television Households” specified opposite the applicable date in the table below; provided, however, that Affiliate must exercise such right within sixty (60) days after receipt of the applicable year-end report referenced below or such right shall be deemed waived. The “Percentage of TV Households” shall mean the percentage obtained by dividing (i) the number of TV Households deemed to be receiving the Service pursuant to this paragraph 8(a) by (ii) the number of TV Households in the United States. For purposes of this paragraph 8(a) only, all TV Households in the DMA of a full-power television station distributing the Service and all TV Households actually receiving the Service shall be deemed to be receiving the Service and all Stations listed on Exhibit A of the Agreement shall be deemed to be distributing the Service. Network shall provide reports to Affiliate identifying the Broadcast Television stations broadcasting the Service, the number of TV Households in the DMA of each such station, and the Percentage of TV Households as of June 30 and December 31 of each year during the Initial Term of the Agreement. These reports will be provided to Affiliate no later than August 15 and February 15, respectively.

(b)Affiliate shall have the right to terminate the Agreement upon at least forty-five (45) days’ prior written notice to Network if the Service is being distributed, in the aggregate, to a Percentage of Cable Households (as defined below) that is less than the “Threshold Percentage of Cable Households” specified opposite the applicable date in the table below; provided, however, that Affiliate must exercise such right within sixty (60) days after receipt of the applicable year-end report referenced below or such right shall be deemed waived. The “Percentage of Cable Households” shall mean the percentage obtained by dividing (i) the number of TV Households deemed to be receiving the Service pursuant to this paragraph 8(b) from a multiple system operator (“MSO”) by (ii) the number of TV Households in the United States that receive linear video television programming services from an MSO. For purposes of this paragraph 8(b) only, the total number of TV Households subscribing to any services, tier, level of service or package of services offered by an MSO that carries the Service shall be deemed to be receiving the Service (regardless of whether the Service is carried on such tier, level of service or package of services) and each MSO in the DMA of a Station listed on Exhibit A of the Agreement shall be deemed to be carrying the Service. Network shall provide reports to Affiliate identifying the MSOs distributing the Service, the number of TV Households served by each such MSO, and the Percentage of Cable Households as of June 30 and December 31 of each year during the Initial Term of the Agreement. These reports will be provided to Affiliate no later than August 15 and February 15, respectively.

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1451 West Cypress Creek Road, Suite 300, Ft. Lauderdale, Florida 33309

March 6, 2006

Mr. John E. Reardon

Table of Distribution Milestones

Date	Threshold Percentage  of Television Households	Threshold Percentage of Cable Households
December 31, 2006	50%	35%
June 30, 2007	75%	50%
December 31, 2007	80%	60%
December 31, 2008	80%	60%
December 31, 2009	85%	70%

9.Termination for Breach

Notwithstanding the provisions of the Agreement, any breach involving failure to pay any amount due under this letter must be cured within ten (10) days after notice. A breach involving Network’s failure to pay an amount due to Affiliate pursuant to paragraph 3 above shall be deemed a breach as to Affiliate rather than as to a particular Station or Stations.

10.Counterparts

This letter may be executed in counterparts, each of which will have the full force and effect of a fully-executed original. This letter may be executed by each or either party by delivering signed signature pages thereof to the other party by facsimile. Any party delivering an executed counterpart of this letter by facsimile shall also deliver to the other party an original executed counterpart of this letter, but the failure to do so does not affect the validity, enforceability or binding effect of this letter.

9

1451 West Cypress Creek Road, Suite 300, Ft. Lauderdale, Florida 33309

March 6, 2006

Mr. John E. Reardon

Please acknowledge your acceptance of the above terms, by signing where indicated below.

Very truly yours,
THE TUBE MEDIA CORP.		THE TUBE MUSIC NETWORK, INC.
By:	/s/ John W. Poling	By:	/s/ Les Garland
	John W. Poling		Les Garland
	Executive Vice President & CFO		President & CEO

ACKNOWLEDGED AND ACCEPTED BY:

TRIBUNE BROADCASTING COMPANY

By:	/s/ John E. Reardon
	John E. Reardon
	President

[Signature page:  Letter agreement by and between The TUBE Music Network, Inc. and Tribune Broadcasting Company]

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1451 West Cypress Creek Road, Suite 300, Ft. Lauderdale, Florida 33309

March 6, 2006

Mr. John E. Reardon

Exhibit 1

Form of Warrant

[The Warrant was filed as an Exhibit to the Form 8-K]

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1451 West Cypress Creek Road, Suite 300, Ft. Lauderdale, Florida 33309

March 6, 2006

Mr. John E. Reardon

Exhibit 2

Television Households by Tribune Market

2006 Rank	DMA		2006 TV HH		2006 % US TV HH			Shares Issued Pursuant to ¶2b
1		New York		7,375,530		6.692	%		[XXXXX]*
2		Los Angeles		5,536,430		5.023	%		[XXXXX]*
3		Chicago		3,430,790		3.113	%		[XXXXX]*
4		Philadelphia		2,925,560		2.654	%		[XXXXX]*
5		Boston (Manchester)		2,375,310		2.155	%		[XXXXX]*
7		Dallas - Ft. Worth		2,336,140		2.120	%		[XXXXX]*
8		Washington DC (Hagerstown)		2,252,550		2.044	%		[XXXXX]*
9		Atlanta		2,097,220		1.903	%		[XXXXX]*
10		Houston		1,938,670		1.759	%		[XXXXX]*
13		Seattle- Tacoma		1,701,950		1.544	%		[XXXXX]*
17		Miami - Ft. Lauderdale		1,522,960		1.382	%		[XXXXX]*
18		Denver		1,415,180		1.284	%		[XXXXX]*
19		Sacramento - Stockton - Modesto		1,345,820		1.221	%		[XXXXX]*
21		St. Louis		1,222,380		1.109	%		[XXXXX]*
23		Portland, OR		1,099,890		0.998	%		[XXXXX]*
25		Indianapolis		1,053,750		0.956	%		[XXXXX]*
26		San Diego		1,026,160		0.931	%		[XXXXX]*
28		Hartford & New Haven		1,013,350		0.919	%		[XXXXX]*
39		Grand Rapids - Kalamazoo - Battle Creek		731,630		0.664	%		[XXXXX]*
41		Harrisburg - Lancaster - Lebanon - York		707,010		0.641	%		[XXXXX]*
55		Albany - Schenectady - Troy		552,250		0.501	%		[XXXXX]*
TOTALS				43,660,530		39.614	%		[XXXXX]*
TOTAL US TV HH				110,213,910		100.000	%

Source: Nielsen Media Research 2005-2006 Local Market Universe Estimates

12

1451 West Cypress Creek Road, Suite 300, Ft. Lauderdale, Florida 33309

March 6, 2006

Mr. John E. Reardon

Exhibit 3

Form of Securities Issuance Agreement

[The Securities Issuances Agreement was filed as an Exhibit to the Form 8-K]

13

1451 West Cypress Creek Road, Suite 300, Ft. Lauderdale, Florida 33309

March 6, 2006

Mr. John E. Reardon

Exhibit 4

Capitalization of The Tube Media Corp.

[Intentionally Omitted]

14

1451 West Cypress Creek Road, Suite 300, Ft. Lauderdale, Florida 33309

EX-10.3

Exhibit 10.3

SECURITIES ISSUANCE AGREEMENT

This Securities Issuance Agreement (the “Agreement”) is made as of March 6, 2006, by and between The Tube Media Corp., a Delaware corporation (the “Corporation”), and Tribune Broadcasting Company (“TBC”).

Any capitalized terms used hereunder which are not separately defined in this Agreement shall have the meaning ascribed to such terms in the Charter Affiliation Agreement of even date herewith between The Tube Music Network, Inc. and TBC or the Letter Agreement of even date herewith by and among the Corporation, The Tube Music Network, Inc. and TBC.

The Corporation and TBC hereby agree as follows:

SECTION 1.

Authorization and Issuance of the Stock

1.1Authorization of the Stock. The Corporation has authorized the issuance to TBC of (i) shares of the Corporation’s common stock, par value $.0001 per share (the “Stock”), in the amounts set forth in subparagraphs (a) and (b) below and (ii) warrants to purchase shares of Stock as set forth in subparagraphs (c) and (d) below, pursuant to the terms of the Charter Affiliation Agreement between The Tube Music Network, Inc. and TBC of even date herewith (the “Charter Affiliation Agreement”) and the letter agreement dated of even date herewith between the Corporation, The Tube Music Network, Inc. and TBC, which is a part of the Charter Affiliation Agreement (the “Letter Agreement”):

(a)Pursuant to paragraph 2(a) of the Letter Agreement, within ten (10) days after execution of this Agreement, the Corporation shall issue and deliver to TBC [XXXXX]* shares of Stock.

(b)From time to time upon TBC’s satisfaction of the terms and conditions set forth in paragraphs 2(b) and 2(c) of the Letter Agreement, the Corporation shall issue and deliver to TBC up to [XXXXX]* shares of Stock.

(c)Pursuant to paragraph 1(a) of the Letter Agreement, within ten (10) days after the execution of this Agreement, the Corporation shall issue and deliver to TBC a common stock purchase warrant to acquire [XXXXX]* shares of Stock, at a purchase price of two dollars and twenty-five cents ($2.25) per share. The warrant will be in the form attached as an exhibit to the Letter Agreement.

(d)Upon TBC’s satisfaction of the terms and conditions set forth in paragraph 1(b) of the Letter Agreement, the Corporation shall issue and deliver to TBC a common stock purchase warrant to acquire [XXXXX]* shares of Stock, at a purchase price of two dollars and fifty cents ($2.50) per share. The warrant will be in the form attached as an exhibit to the Letter Agreement. Each of the warrants issued pursuant to Sections 1.1(c) and 1.1(d) shall be referred to herein as the “Warrants” and the related warrant agreements shall be referred to herein as the “Warrant Agreements.”

______________________________

* Filed under an application for confidential treatment.

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1.2Issuance of the Stock and the Warrants. At each Closing (as defined herein), subject to the terms and conditions hereof and in reliance upon the representations, warranties and agreements contained herein, the Corporation agrees to issue to TBC at such Closing, that number of shares of Stock and/or Warrants, in each case, as set forth in Section 1.1 above.

1.3Registration Rights Agreement. On the date hereof, the Corporation and TBC shall each execute and deliver the Registration Rights Agreement in the form attached hereto as Exhibit A.

SECTION 2.

Closing and Delivery

2.1Closing Date and Place of Closing. The issuances of the Stock and/or Warrants set forth in Section 1.1 shall take place at the offices of the Corporation, at the time of the closing of the Charter Affiliation Agreement or upon the occurrence of the events set forth in subparagraphs (a), (b), (c), and (d) of Section 1.1, or at such other time and place as the Corporation and TBC mutually agree upon orally or in writing (each such time and place are designated as the “Closing”).

2.2Delivery. Promptly after each of the Closings, the Corporation will deliver to TBC, as applicable, a stock certificate(s) representing the Stock to be issued arising from such Closing and/or a Warrant Agreement representing the Warrants to be issued arising from such Closing.

2.3Covenant of Best Efforts and Good Faith. The Corporation and TBC agree to use their respective best efforts and to act in good faith to cause to occur all conditions to Closing which are in their respective control.

SECTION 3.

Representations and Warranties of the Corporation

The Corporation hereby represents and warrants to TBC, on the date hereof and at the time of each issuance of Stock or Warrants hereunder, that:

3.1Incorporation. The Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification. Each of the Corporation’s Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and is qualified to do business in each jurisdiction in which the character of its properties or the nature of its business requires such qualification. The Corporation and each of its Subsidiaries has all requisite corporate power and authority to carry on their respective businesses as now conducted. For the purposes of this Agreement, “Subsidiaries” shall mean The Tube Music Network, Inc., AGU Music, Inc., AGU Studios Inc., and 3200 Oakland Park Inc.

3.2Authorization. All corporate action on the part of the Corporation and the Subsidiaries and their respective officers, directors and stockholders necessary for the authorization, execution, delivery and performance of this Agreement and the Letter Agreement, the Registration Rights Agreement and the Warrant Agreements (collectively, the “Transaction Documents” ) and the consummation of the transactions contemplated herein and therein has been taken, including the issuance and delivery of the shares of Stock and the Warrants. When executed and delivered by the Corporation, this Agreement and the Transaction Agreements shall constitute the legal, valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their respective terms, except (i) as limited by bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The Corporation has all requisite corporate power to enter into this Agreement and the Transaction Agreements and to carry out and perform its obligations under the terms of this Agreement and the Transaction Agreements.

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3.3Valid Issuance of the Stock and Warrants. The Stock being issued to TBC hereunder, and the Warrants and the shares of Stock that may be purchased upon exercise of the Warrants (the “Warrant Shares”) will, upon issuance pursuant to the terms hereof, be duly authorized and validly issued, fully paid, nonassessable and free of any liens, charges, restrictions, claims, preemptive rights or other encumbrances and will, assuming the accuracy of the representations and warranties made by TBC to the Corporation, be issued in compliance with applicable state and federal securities laws.

3.4Consents. All consents, approval, orders, authorizations, registrations, qualifications, and filings required on the part of the Corporation or its Subsidiaries to be obtained or made prior to the Closing in connection with the execution, delivery or performance of this Agreement and the Transaction Agreements, and the consummation of the transactions contemplated herein and therein, including the issuance of the Stock and the Warrants, have been obtained or made or will be obtained or made, prior to the Closing.

3.5No Conflict. The execution and delivery of this Agreement or any of the Transaction Agreements by the Corporation or any of its Subsidiaries and the consummation of the transactions contemplated hereby and thereby, including the issuance of the Stock and the Warrants, will not conflict with or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit or give rise to an event which results in the creation of any lien, charge, restriction, claim or other encumbrance upon any of the Corporation’s properties or assets under (i) any provision of the Certificate of Incorporation or Bylaws of the Corporation or (ii) any agreement or instrument, permit, franchise, license, judgment, order, statute, law, ordinance, rule or regulations, applicable to the Corporation, its Subsidiaries or any of their respective properties or assets.

3.6Brokers or Finders. Neither the Corporation nor any of its Subsidiaries has dealt with any broker or finder in connection with the transactions contemplated by this Agreement or any of the Transaction Agreements, and neither the Corporation nor any of its Subsidiaries has incurred, and shall not incur, directly or indirectly, any liability for any brokerage or finders’ fees or agents commissions or any similar charges in connection with this Agreement, the Transaction Agreements or any transaction contemplated hereby or thereby.

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SECTION 4.

Representations and Warranties of TBC

TBC hereby represents, warrants and covenants to the Corporation, on the date hereof and at the time of each issuance of Stock or Warrants hereunder, that:

4.1Authorization. TBC has full right, power and authority to enter into this Agreement and each of the Transaction Agreements, and such agreements constitute its valid and legally binding obligation, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

4.2Entirely for Own Account. This Agreement and each of the Transaction Agreements is made with TBC in reliance upon TBC’s representation to the Corporation, which by TBC’s execution of this Agreement TBC hereby confirms, that the Stock to be received by TBC is for investment for TBC’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that TBC has no present intention of selling, granting any participation in or otherwise distributing the same. By executing this Agreement, TBC further represents that TBC does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Stock.

4.3Disclosure of Information. TBC believes it has received all the information it considers necessary or appropriate for deciding whether to take possession the Stock. TBC further represents that it has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the offering of the Stock and the business, properties, prospects and financial condition of the Corporation.

4.4Investment Experience. TBC acknowledges that it can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Stock. TBC also represents it has not been organized for the purpose of taking the possession of the Stock.

4.5Accredited Investor. TBC is an “accredited investor” within the meaning of SEC Rule 501 of Regulation D as presently in effect.

4.6Restricted Securities. TBC understands that the Stock it is receiving constitutes “restricted securities” under the federal securities laws inasmuch as they are being issued by the Corporation in a transaction not involving a public offering and that under such laws and applicable regulations such shares of Stock may be resold without registration under the Securities Act only in certain limited circumstances. In the absence of an effective registration statement covering the Stock or an available exemption from registration under the Securities Act, the Stock must be held indefinitely. In this connection, TBC represents that it is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act, including without limitation the Rule 144 condition that current information about the Corporation be available to the public.

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4.7   Transfer Restrictions.

(a)The Stock, Warrants, and Stock acquired on the exercise of the Warrants may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Stock, Warrants, and Stock acquired on the exercise of the Warrants other than pursuant to an effective registration statement, the Corporation may require the transferor thereof to provide to the Corporation an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and the Registration Rights Agreement and shall have the rights of TBC under this Agreement and the Registration Rights Agreement, provided, that the foregoing shall not apply to a transfer of securities pursuant to an effective registration statement.

(b)TBC agrees to the imprinting, so long as is required by applicable federal and state securities laws, of a legend on any of the Stock, Warrants or Stock acquired upon the exercise of the Warrants in the following form:

With respect to certificates representing Stock (including Warrant Shares):

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION, OR THE SECURITIES COMMISSION OF ANY STATE, IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

With respect to the Warrants:

THE EXERCISE OF THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THIS WARRANT MAY ONLY BE EXERCISED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND APPLICABLE SECURITIES LAWS. AS A CONDITION PRECEDENT TO THE EXERCISE OF THIS WARRANT, THE COMPANY MAY REQUIRE SUCH CERTIFICATES AND OPINIONS OF COUNSEL AS IT DEEMS REASONABLY NECESSARY FROM THE PERSON EXERCISING THIS WARRANT TO ESTABLISH THE EXISTENCE OF SUCH EXEMPTIONS.

-5-

NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

THIS WARRANT IS SUBJECT TO OTHER RESTRICTIONS ON TRANSFER AS SET FORTH IN A SECURITIES ISSUANCE AGREEMENT, THE FORM OF WHICH IS AVAILABLE FROM THE COMPANY.

(c)Certificates evidencing the Stock, including Warrant Shares, shall not contain any legend (including the legend set forth in Section 4.7 hereof): (i) following any sale of such Stock pursuant to an effective registration statement under the Securities Act or pursuant to Rule 144, or (ii) if such Stock is eligible for sale under Rule 144(k), provided that, in each case, TBC provides a copy of such certificates or confirmations as the Corporation reasonably requests.

4.8TBC Counsel. TBC acknowledges that it and, if applicable, its advisors has had the opportunity to review this Agreement, the exhibits and schedules attached hereto and the transactions contemplated by this Agreement with such TBC’s own legal counsel. TBC is relying solely on such TBC’s legal counsel and not on the Corporation’s legal counsel, for legal advice with respect to this investment or the transactions contemplated by this Agreement.

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SECTION 5.

Miscellaneous

5.1Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

5.2Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of and be binding upon the successors and assigns of the parties.

5.3Entire Agreement; Amendment. This Agreement and the Transaction Agreements and the other documents delivered pursuant hereto or thereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated except by a written instrument signed by the Corporation and TBC.

5.4 Notices, etc. All notices and other communications required or permitted hereunder shall be mailed by internationally recognized courier service and facsimile addressed (a) if to TBC, as indicated below TBC’s signature with a copy to the designated entity or at such other address as TBC shall have furnished to the Corporation in writing or if to the Corporation, at its address set forth below or at such other address as the Corporation shall have furnished to TBC in writing. All such notices or communications shall be deemed given when delivered personally by courier, by internationally recognized courier or by facsimile.

5.5 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party to this Agreement, upon any breach or default or another party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

5.6Severability. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

5.7Titles and Subtitles. The titles of the Sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

5.8Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

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5.9Fees and Expenses. The parties hereto shall pay their own costs and expenses in connection herewith.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized officers as of the day and year first written above.

THE TUBE MEDIA CORP.
By:	/s/ David C. Levy
	Name:David C. Levy
	Title: President
	Address: 1451 West Cypress Creek Road,                  Suite 300                  Fort Lauderdale, FL 33309

TRIBUNE BROADCASTING COMPANY
By:	/s/ John E. Reardon
	Name:John E. Reardon
	Title:President
	Address: 435 North Michigan Avenue, Suite 1800                   Chicago, IL 60611

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Exhibit A

Registration Rights Agreement

[The Registration Rights Agreement was filed as an Exhibit to the Form 8-K]

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EX-10.4

Exhibit 10.4

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 6, 2006 among The Tube Media Corp., a Delaware corporation (the “Company”), and Tribune Broadcasting Company (the “Holder”).

The Company and the Holder hereby agree as follows:

1. Definitions

Capitalized terms used and not otherwise defined herein that are defined in the Letter Agreement or the Securities Issuance Agreement, each dated as of the date hereof and between the Company and the Holder shall have the meanings given such terms in such Letter Agreement or Securities Issuance Agreement. As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6(c).

“Commission” means the United States Securities and Exchange Commission.

“Effectiveness Period” shall have the meaning set forth in Section 2(a).

“Holder” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified Party” shall have the meaning set forth in Section 5(c) hereof.

“Indemnifying Party” shall have the meaning set forth in Section 5(c) hereof.

“Losses” shall have the meaning set forth in Section 5(a).

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition).

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus).

“Registrable Securities” means all of the Shares and the Warrants issued pursuant to the Letter Agreement, all of the Warrant Shares issuable upon exercise of the Warrants, together with any shares of Common Stock issued to or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any of the foregoing securities shall cease to be “Registrable Securities” to the extent (i) a Registration Statement with respect to their sale has been declared effective under the Securities Act and they have been disposed of pursuant to such Registration Statement, (ii) they have been distributed pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, (iii) they shall have been otherwise transferred and (A) new certificates for them not bearing a legend restricting transfer under the Securities Act shall have been delivered by the Company and (B) such securities may be publicly resold (without volume or method of sale restrictions) without registration under the Securities Act, or (iv) such securities may be publicly resold (without volume or method of sale restrictions) without registration under the Securities Act pursuant to Rule 144(k) under the Securities Act (or any successor rule or regulation) (and with respect to Common Stock issuable upon exercise of the Warrants, assuming that such shares were acquired in a cashless exercise under the Warrant).

“Registration Statement” means any registration statement of the Company, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Shares” means shares of common stock, par value $0.0001 of the Company, issued to the Holder pursuant to the Letter Agreement and Securities Issuance Agreement.

“Trading Market” means any exchange, NASDAQ or OTC Bulletin Board where the Company’s Common Stock is traded.

2. Piggy-Back Registration

(a) If at any time there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to register any of its securities under the Securities Act and the registration form to be used may be used for the registration of Registrable Securities, other than a registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to the Holder prompt written notice of such determination (which notice shall be given not less than 30 days prior to the date the registration statement is to be filed). If within 10 days after the date of such notice from the Company, the Holder shall so request in writing, subject to the provision of Sections 2(c) and 2(d) below, the Company shall include in such registration statement all or any part of such Registrable Securities the Holder requests to be registered. If the offering pursuant to such Registration Statement is not an underwritten offering, such written notice from the Holder shall contain (unless otherwise directed by the Holder) the “Plan of Distribution” substantially in the form attached hereto as Annex A. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold or may be sold pursuant to Rule 144(k) as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”). The Company shall notify the Holder via facsimile of the effectiveness of the Registration Statement as soon as practicable after the Company receives notification of the effectiveness from the Commission.

2

(b) In order to be named a selling shareholder and have its Registrable Securities included in such Registration Statement, the Holder shall furnish to the Company a completed Questionnaire in the form attached to this Agreement as Annex B (a “Selling Holder Questionnaire”) not less than ten days following receipt of notice from the Company pursuant to Section 2(a). Anything in this Agreement to the contrary notwithstanding, the Company shall be under no obligation to include in such Registration Statement the Registrable Securities of the Holder if the Holder has failed to complete and return a Selling Holder Questionnaire by such date.

(c)In the event that the proposed registration by the Company is, in whole or in part, an underwritten public offering of securities of the Company or any holders of the Company’s securities, any request under Section 2(a) may specify that the Registrable Securities be included in the underwriting on the same terms and conditions as the shares of Common Stock, if any, otherwise being sold through underwriters under such registration and that such Registrable Securities represented by Warrants be converted into shares of Common Stock in order to effect such registration.

(d)Notwithstanding the foregoing, if the managing underwriter of an underwritten public offering determines and advises in writing that the inclusion of all Registrable Securities proposed to be included in the underwritten public offering pursuant to this Agreement together with any other issued and outstanding shares of common stock proposed to be included (the “Other Shares”) would (i) create a substantial risk that the price per share in such registration will be materially and adversely affected or (ii) exceed the number which can be reasonably sold in such offering, then the number of Registrable Securities and Other Shares to be included in such underwritten public offering shall be reduced, the Registrable Securities and Other Shares shall be excluded from such underwritten public offering in a number deemed necessary by such managing underwriter. In the event an exclusion of Registrable Securities or Other Shares is necessary, Registrable Securities and Other Shares shall be included in the following order: (i) first, the shares represented by Registrable Securities; (ii) second, the Other Shares. To the extent all of the Registrable Securities requested to be included in the underwritten public offering can not be included, Holders of Registrable Securities shall participate in such offering pro rata based on the number of shares of Registrable Securities each Holder proposes to include pursuant to the notice provided to the Company under Section 2(a) of this Agreement.

3

(e)All shares of Common Stock that are not included in the underwritten public offering shall be withheld from the market by the Holder for a period, not to exceed 180 days following an initial public offering and 90 days for any offering thereafter, that the managing underwriter reasonably determines as necessary in order to effect the underwritten public offering. The Holder shall execute such documentation as the managing underwriter reasonably requests to evidence this lock-up.

3. Registration Procedures

In connection with the Company's registration obligations hereunder, the Company shall:

(a)Not less than three Trading Days prior to the filing of a Registration Statement or any related Prospectus or any amendment or supplement thereto, that modifies in any material respect the information provided by the Holder for inclusion therein, the Company shall furnish to the Holder copies of all such documents proposed to be filed, which documents will be subject to the review of the Holder.

(b)(i) Prepare and file with the Commission such amendments, including post-effective amendments and supplements, to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration Statement or any amendment thereto; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holder thereof (or the managing underwriter) set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.

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(c)Notify the Holder of Registrable Securities to be sold or the managing underwriter (which notice shall, pursuant to clauses (ii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than three Trading Days prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed (except that if a filing is proposed for the purpose of adding a selling shareholder to the Registration Statement or changing or adding information with respect to a selling shareholder contained in the Registration Statement, such notice and proposed filing need only be sent to such selling shareholder); and (B) with respect to a Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose or the receipt of notice of or knowledge of the same; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (vi) the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of the Registration Statement or Prospectus; provided that any and all of such information shall remain confidential to the Holder until such information otherwise becomes public, unless disclosure by the Holder is required by law; provided, further, notwithstanding the Holder’s agreement to keep such information confidential, the Holder make no acknowledgement that any such information is material, non-public information.

(d)Use its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(e)Furnish to the Holder or the managing underwriter, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission.

(f)Promptly deliver to the Holder or the managing underwriter, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request in connection with disposition of Registrable Securities. Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by the Holder or the managing underwriter in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(c).

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(g)Prior to any disposition of Registrable Securities, use its commercially reasonable efforts to register or qualify or cooperate with the Holder or the managing underwriter, as applicable, in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities under the securities or Blue Sky laws of such jurisdictions within the United States as the Holder or the managing underwriter reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.

(h)If requested by the Holder or the managing underwriter, cooperate with the Holder or the managing underwriter to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement.

(i)Upon the occurrence of any event contemplated by clause (c)(ii) through (vi) of Section 3, as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to the a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holder or the managing underwriter in accordance with clauses (ii) through (v) of Section 3(c) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holder or the managing underwriter shall suspend use of such Prospectus. The Company will use its commercially efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall only be entitled to exercise its right under this Section 3(i) to suspend the availability of a Registration Statement and Prospectus for a period not to exceed 90 days (which need not be consecutive days) in any 12 month period.

(j)Comply with all applicable rules and regulations of the Commission.

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(k)The Company shall cause all such Registrable Securities included in a registration hereunder to be listed or authorized for quotation on each securities exchange or automated quotation system on which similar securities issued by the Company or then listed or quoted.

(l)The Company shall provide a transfer agent and registrar for all such Registrable Securities included in a registration hereunder not later than the effective date of the Registration Statement.

(m)The Company may require the Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by the Holder and, if required by the Commission, the person thereof that has voting and dispositive control over the shares.

4. Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses (A) with respect to filings required to be made with the Trading Market on which the Common Stock is then listed for trading, and (B) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities and determination of the eligibility of the Registrable Securities for investment under the laws of such jurisdictions as requested by the Holder), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, (vi) all fees and expenses of the underwriters (excluding any discounts and commissions attributable to Registrable Securities included in such registration) and (vii) fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. .

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5. Indemnification

(a) Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless the Holder, the officers, directors, agents, brokers, investment advisors and employees of each of them, each Person who controls the Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys' fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based solely upon information regarding the Holder furnished in writing to the Company by the Holder expressly for use therein, or to the extent that such information relates to the Holder or the Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose, if applicable) or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(vi), the use by the Holder of an outdated or defective Prospectus after the Company has notified the Holder in writing that the Prospectus is outdated or defective and prior to the receipt by the Holder of the Advice contemplated in Section 6(c). The Company shall notify the Holder promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware.

(b) Indemnification by Holders. The Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) the Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that (1) such untrue statements or omissions are based solely upon information regarding the Holder furnished in writing to the Company by the Holder expressly for use therein, or to the extent that such information relates to the Holder or the Holder's proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in the Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose, as applicable), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(vi), the use by the Holder of an outdated or defective Prospectus after the Company has notified the Holder in writing that the Prospectus is outdated or defective and prior to the receipt by the Holder of the Advice contemplated in Section 6(d). In no event shall the liability of the Holder hereunder be greater in amount than the dollar amount of the net proceeds received by the Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

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(c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and counsel to the Indemnifying Party shall advise the Indemnifying Party that representation of both the Indemnified Party and the Indemnifying Party would be prohibited under applicable rules of professional conduct due to material conflicts of interest between the Indemnified Party and the Indemnifying Party, in which case of clause (1), (2) or (3), if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of one separate counsel shall be at the expense of the Indemnifying Party; provided, however, that if the Company is the Indemnifying Party, it shall not be responsible for the reasonable fees and expenses of more than one counsel for all of the Holder and their related Indemnifying Parties, which counsel shall be selected by the Holder holding a majority of the Registrable Securities that are the basis of the Proceeding for which indemnification is sought. The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

(d) Contribution. If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party (other than because such indemnification is not available by the terms of such Sections), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys' or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

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The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), the Holder shall not be required to contribute, in the aggregate, any amount in excess of the amount by which the proceeds actually received by the Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that the Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, except in the case of fraud by the Holder.

The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

6. Miscellaneous.

(a)Remedies. In the event of a breach by the Company or by the Holder, of any of their obligations under this Agreement, the Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and the Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(b)Compliance. The Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement.

(c)Discontinued Disposition. The Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c), the Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until the Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement, or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement.

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(d)Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Holder of the then outstanding Registrable Securities. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of the Holder and that does not directly or indirectly affect the rights of other Holders may be given by the Holder of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence.

(e)Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 4:00 p.m. (Eastern Time) on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 4:00 p.m. (Eastern Time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be (a) if to the Holder, to it at 435 N. Michigan Avenue, Chicago, Illinois 60611 (with a copy to its General Counsel at the same address) or to the registered address of the Holder as set forth in the books and records of the Company kept at the principal office of the Company, or (b) if to the Company, to it at 1451 West Cypress Creek Road Boulevard, Suite 300, Boca Raton, Florida 33309, with a copy to (which shall not constitute notice) to: Blank Rome LLP, 1200 N. Federal Highway, Suite 417, Boca Raton, Florida 33432.

(f)Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of the Holder. The Company may not assign its rights or obligations hereunder without the prior written consent of the Holder or Holders of the then-outstanding Registrable Securities. The Holder may assign its respective rights hereunder in the manner and to the Persons as permitted under this Agreement.

(g)No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holder in this Agreement or otherwise conflicts with the provisions hereof; provided, however that the foregoing shall not be deemed to prohibit the entrance into Registration Rights Agreements on substantially similar terms, but in no event superior, with other holders of the Company’s securities after the date hereof.

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(h)Execution and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

(i)Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined with the provisions of the Letter Agreement and shall be governed by and construed in accordance with the laws of the State of Delaware.

(j)Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

(k)Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(l)Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(m)Independent Nature of Holder’s Obligations and Rights. The obligations of the Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by the Holder pursuant hereto or thereto, shall be deemed to constitute the Holder as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. The Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

(n)Compliance with Rule 144. The Company shall use commercially reasonable efforts to (i) make and keep public information available, as those terms are understood and defined in Rule 144 of the Securities Act, and (ii) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act and (iii) if the Company is in compliance with (i) and (ii) of this subparagraph, then at the request of the Holder forthwith furnish to the Holder a written statement of compliance with the reporting requirements of the Securities Act as set forth in Rule 144 and make available to the Holder such information as will enable it to make sales pursuant to Rule 144.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

THE TUBE MEDIA CORP.
By:	/s/ John W. Poling
	Name: John W. Poling
	Title: Chief Financial Officer

TRIBUNE BROADCASTING COMPANY
By:	/s/ John E. Reardon
	Name:John E. Reardon
	Title:President

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ANNEX A

Plan of Distribution

Each selling stockholder (the “Selling Stockholders”) of the common stock of The Tube Media Corp., a Delaware corporation (the “Company”), and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on the Trading Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares:

·   ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

·   block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·   purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

·   an exchange distribution in accordance with the rules of the applicable exchange;

·   privately negotiated transactions;

·   settlement of short sales entered into after the date of this prospectus;

·   broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

·   a combination of any such methods of sale;

·   through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; or

·   any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. Each Selling Stockholder does not expect these commissions and discounts relating to its sales of shares to exceed what is customary in the types of transactions involved.

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In connection with the sale of our common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any agreement or understanding, directly or indirectly, with any person to distribute the common stock.

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. Each Selling Stockholder has advised us that they have not entered into any agreements, understandings or arrangements with any underwriter or broker-dealer regarding the sale of the resale shares. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the shares may be resold by the Selling Stockholders without registration and pursuant to Rule 144(k) under the Securities Act or any other rule of similar effect or (ii) all of the shares have been sold pursuant to the prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to our common stock for a period of five business days prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of our common stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale.

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Annex B

The Tube Media Corp.

Selling Securityholder Notice and Questionnaire

The undersigned beneficial owner of common stock, par value $0.0001 per share (the “Common Stock”), of The Tube Media Corp., a Delaware corporation (the “Company”), (the “Registrable Securities”) understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (the “Registration Statement”) for the registration and [sale pursuant to / and resale under Rule 415 of] the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement, dated as of March 6, 2006 (the “Registration Rights Agreement”), among the Company and the Holder named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

In order to have Registrable Securities included in the Registration Statement (or a supplement or amendment thereto), this Selling Securityholder Notice and Questionnaire (“Selling Securityholder Questionnaire”) must be completed, executed and delivered to the Company at the address set forth herein for receipt on or before the dates required in the Registration Rights Agreement. Record or beneficial owners of Registrable Securities who do not properly complete, execute and return this Selling Securityholder Questionnaire by such dates [(i)] will not be named as selling securityholders in the Registration Statement [and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities].

Certain legal consequences arise from being named as a selling securityholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Registration Statement and the related prospectus.

NOTICE

The undersigned beneficial owner (the “Selling Securityholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by him/it and listed below in Item 3 (unless otherwise specified under such Item 3) in the Registration Statement. The undersigned, by signing and returning this Selling Securityholder Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions of this Selling Securityholder Questionnaire and the Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto.

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The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

QUESTIONNAIRE

1. Name.

(a)	Full Legal Name of Selling Securityholder
(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities Listed in Item 3 below are held:
(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by the questionnaire):

2. Address for Notices to Selling Securityholder:

Telephone:

Email:

Fax:

Contact Person:

3. Beneficial Ownership of Securities:

Except as set forth below in this Item (3), the undersigned Selling Securityholder does not beneficially own any securities or shares of Common Stock issued upon conversion of any securities.

 

(a) Number of Registrable Securities (as defined in the Registration Rights Agreement) beneficially owned:  

Number of shares of Common Stock (if any) issued upon conversion of securities:

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(b) Number of securities other than Registrable Securities beneficially owned:  

		Number of shares of Common Stock (if any) issued upon conversion of such other securities:
	(c)	Number of Registrable Securities to be included in the Registration Statement:
		Number of shares of Common Stock (if any) issued upon conversion of Registrable Securities which are to be included in the Registration Statement:
	(d)	Except as set forth above in this Item (3), the undersigned Selling Securityholder is not the beneficial or record owner of any shares of Common Stock or any other security of the Company.
4.	(a)	State whether the undersigned Selling Securityholder has or will enter into “hedging transactions” with respect to shares of Company Common Stock.
		Yes o       No o
		If yes, you must provide a complete description of the hedging transactions into which the undersigned Selling Securityholder has entered or will enter and the purpose of such hedging transactions, the extent to which such hedging transactions remain in place.

Please note that the SEC may deem short sales of securities covered by a registration statement prior to the effectiveness of such registration statement as a violation of Section 5 of the Securities Act.

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(b) State whether the undersigned Selling Securityholder has sold any of the Registrable Securities or shares of common stock of the Company short since the date of original issuance of the Registrable Securities.

Yes o       No o

If yes, you must provide a complete description of the short sale, including the number of shares of common stock of the Company involved and whether the short position remains in place.

5. Broker-Dealer Status:

(a)	Are you a broker-dealer?
	Yes o       No o
Note:	If yes, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
(b)	Are you an affiliate of a broker-dealer?
	Yes o       No o
(c)	If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?
	Yes o       No o
Note:	If no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.
(d)	State whether the undersigned Selling Securityholder received Registrable Securities as compensation for underwriting activities and please explain.
	Yes o       No o

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6. Relationships with the Company:

Except as set forth below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.

State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the prospectus delivery and other provisions of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, particularly Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to the Company (other than transfers of Registrable Securities pursuant to an effective Registration Statement), the Selling Securityholder agrees to notify the transferee(s) of its rights and obligations under this selling Securityholder Questionnaire and the Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Registration Statement and related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation of the Registration Statement and related Prospectus.

In accordance with the Selling Securityholder's obligations under the Registration Rights Agreement to provide such information as may be required by law for inclusion in the Registration Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Registration Statement remains in effect (other than changes due to transfers of Registrable Securities pursuant to an effective Registration Statement and to provide any additional information as the Company reasonably may request. Except as otherwise provided in the Registration Rights Agreement, all notices hereunder and pursuant to the Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:

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To the Company:

The Tube Media Corp.

1451 West Cypress Creek Road

Suite 300

Boca Raton, Florida 33309

Attention: David C. Levy, President

With a copy to:

Blank Rome LLP

1200 N. Federal Highway, Suite 417

Boca Raton, Florida 33432

Attn: Bruce C. Rosetto, Esq.

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IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Selling Securityholder Questionnaire to be executed and delivered either in person or by its duly authorized agent.

	Selling Securityholder(Print/type full legal name of beneficial owner of Registrable Securities)
Date:	By:
		Name:
		Title:

PLEASE RETURN THE COMPLETED AND EXECUTED SELLING SECURITYHOLDER QUESTIONNAIRE FOR RECEIPT ON OR BEFORE _____________, 2006 TO THE COMPANY AT:

The Tube Media Corp.

1451 West Cypress Creek Road

Suite 300

Boca Raton, Florida 33309

Attention: David C. Levy

With a copy to:

Blank Rome LLP

1200 N. Federal Highway, Suite 417

Boca Raton, Florida 33432

Attn: Bruce C. Rosetto, Esq.

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EX-10.5

Exhibit 10.5

THE EXERCISE OF THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THIS WARRANT MAY ONLY BE EXERCISED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND APPLICABLE SECURITIES LAWS. AS A CONDITION PRECEDENT TO THE EXERCISE OF THIS WARRANT, THE COMPANY MAY REQUIRE SUCH CERTIFICATES AND OPINIONS OF COUNSEL AS IT REASONABLY DEEMS NECESSARY FROM THE PERSON EXERCISING THIS WARRANT TO ESTABLISH THE EXISTENCE OF SUCH EXEMPTIONS.

NEITHER THIS SECURITY NOR THE SECURITY INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

COMMON STOCK PURCHASE WARRANT

To Purchase [XXXXX]^* Shares of Common Stock of

THE TUBE MEDIA CORP.

No. 2006-1    Date: March 6, 2006

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Tribune Broadcasting Company, a Delaware corporation (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time, and from time to time, on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the earlier of (i) the tenth anniversary of the issuance of the Initial Exercise Date, or (ii) the termination or expiration of the Charter Affiliation Agreement, including any renewal periods under the Charter Affiliation Agreement (such earlier date being referred to as the “Termination Date”), but not thereafter, to subscribe for and purchase from The Tube Media Corp., a Delaware corporation (the “Company”), [XXXXX]* shares (subject to adjustment as provided herein) of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

_____________________
^* Filed under an application for confidential treatment.

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Section 1.Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1.

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 144 under the Securities Act.

“Charter Affiliation Agreement” means the Charter Affiliation Agreement dated as of March 6, 2006 entered into between the Holder and The TUBE Music Network, Inc.

“Convertible Securities” shall mean notes or other evidences of indebtedness, shares of stock, or other securities that are convertible into or exchangeable for, with or without payment of additional consideration in cash or property, shares of Common Stock, either immediately or upon the occurrence of a specified date or a specified event.

“Current Market Price” shall mean as of any specified date the average of the daily market prices of the Common Stock of the Company for the shorter of (x) the twenty (20) consecutive Trading Days immediately preceding such date or (y) the period commencing on the Trading Day next following the first public announcement of any event giving rise to an adjustment of the Exercise Price pursuant to Section 4 below and ending on such date. The “daily market price” for each such Trading Day shall be: (i) if the Common Stock is then listed on a national securities exchange or is listed on NASDAQ and is designated as a National Market System security, the last sale price, regular way, on such day on the principal stock exchange or market system on which such Common Stock is then listed or admitted to trading, or, if no such sale takes place on such day, the average of the closing bid and asked prices for the Common Stock on such day as reported on such stock exchange or market system or (ii) if the Common Stock is not then listed or admitted to trading on any national securities exchange or designated as a National Market System security on NASDAQ but is traded over-the-counter, the average of the closing bid and asked prices for the Common Stock as reported on NASDAQ or the Electronic Bulletin Board or in the National Daily Quotation Sheets, as applicable.

“Fair Value” per share of Common Stock as of any specified date shall mean (i) if the Common Stock is publicly traded on such date, the Current Market Price per share or (ii) if the Common Stock is not publicly traded on such date, the fair market value per share of Common Stock as determined in good faith by the Board of Directors of the Company and set forth in a written notice to the Holder; provided, that if the Holder objects in writing to such price as determined by the Board of Directors within thirty (30) days after receiving notice of same, the Fair Value shall be determined by an investment bank selected by the Holder of nationally recognized standing and reasonably acceptable to the Company. If the investment bank selected by the Holder is not reasonably acceptable to the Company, and the Company and the Holder cannot agree on a mutually acceptable investment bank, then the Company and the Holder shall promptly each choose one such investment bank and the respective chosen firms shall jointly select a third investment bank, which shall make the determination as soon as reasonably practicable. The Company and the Holder shall each pay one-half of the costs and fees of each such investment bank (including any such investment bank selected by the Holder), and the decision of the investment bank making such determination shall be final and binding on the Company and all affected holders of Warrants or Warrant Stock.

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“Fully Diluted Outstanding” shall mean, when used with reference to Common Stock, at any date as of which the number of shares thereof is to be determined, all shares of Common Stock Outstanding on such date and all shares of Common Stock issuable in respect of (x) the Warrants outstanding on such date, (y) any Convertible Securities outstanding on such date and (z) any other Stock Purchase Rights outstanding on such date, in each case regardless of whether or not the conversion, exchange, subscription or purchase rights associated with such Convertible Securities or Stock Purchase Rights are presently exercisable.

“Holder” shall mean the Person in whose name the Warrant set forth herein is registered on the books of the Company maintained for such purpose.

“Original Issue Date” shall mean the date on which the Original Warrants were issued, as set forth on the cover page of this Warrant.

“Original Warrants” shall mean the Warrants originally issued by the Company on the Original Issue Date to Holder.

“Outstanding” shall mean, when used with reference to Common Stock, at any date as of which the number of shares thereof is to be determined, all issued shares of Common Stock, except shares then owned or held by or for the account of the Company or any Subsidiary thereof, and shall include all shares issuable in respect of outstanding scrip or any certificates representing fractional interests in shares of Common Stock.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Securities Act” means the Securities Act of 1933, as amended.

“Stock Purchase Rights” shall mean any options, warrants or other securities or rights to subscribe to or exercisable for the purchase of shares of Common Stock or Convertible Securities, whether or not immediately exercisable.

“Subsequent Issuance” shall mean any sale or issuance by the Company of Common Stock, Convertible Securities or Stock Purchase Rights after the Original Issue Date other than any issuance of Warrant Shares upon exercise of the Warrants, any Excluded Issuances, and any issuance of Common Stock, Convertible Securities or Stock Purchase Rights (and any issuance of Common Stock pursuant to the conversion, exchange or exercise of any such Convertible Securities or Stock Purchase Rights) deemed to have been issued as of the Original Issue Date pursuant to the definition of Fully Diluted Outstanding. For purpose of this Warrant, any shares issued to Holder or any of its Affiliates shall not be deemed a Subsequent Issuance.

“Subsidiary” means any corporation or association (a) more than 50% (by number of votes) of the voting stock of which is at the time owned by the Company or by one or more Subsidiaries, or any other business entity in which the Company or one or more Subsidiaries own more than a 50% interest either in the profits or capital of such business entity or (b) whose net earnings, or portions thereof, are consolidated with the net earnings of the Company and are recorded on the books of the Company for financial reporting purposes in accordance with GAAP.

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“Trading Day” means a day during which trading in securities generally occurs on the Trading Market in which the Common Stock is then listed or traded.

“Trading Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the OTC Bulletin Board, the Nasdaq SmallCap Market, the American Stock Exchange, the New York Stock Exchange or the Nasdaq National Market.

“Transfer” shall mean any disposition of any Warrant or Warrant Shares or of any interest in either thereof, which would constitute a “sale” thereof within the meaning of the Securities Act.

“Warrants” shall mean the Original Warrants and all warrants issued upon transfer, division or combination of, or in substitution for, such Original Warrants or any other such Warrant. All Warrants shall at all times be identical as to terms and conditions and date, except as to the number of shares of Common Stock for which they may be exercised.

“Warrant Shares” means the shares of Common Stock issued, issuable or both (as the context may require) upon exercise of the Warrants.

Section 2.Exercise.

(a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made at any time or times, for all or any part of the number of shares of Common Stock purchasable hereunder, on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of such Holder appearing on the books of the Company) of: (i) the Notice of Exercise Form annexed hereto duly completed and executed; (ii) the aggregate Exercise Price of the shares thereby purchased paid in accordance with Section 2(c); (iii) the surrender of this Warrant; and (iv) payment of all taxes required to be paid by the Holder, if any, pursuant to Section 2(e)(vi); and (iv) the receipt of such certificates and other documents as reasonably may be required by the Company to determine that the exercise complies with applicable securities laws. The Trading Day on which the last of the foregoing deliveries is received by the Company is referred to as the “Exercise Date”; provided, however, that if the last of such deliveries is received after the close of trading on the Trading Market for the Common Stock, the Exercise Date shall be deemed to be the next Trading Day. This Warrant shall be deemed to have been exercised, the Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated to be named therein as the holder of the Warrant Shares shall be deemed to have become a holder of record of such shares for all purposes, as of the Exercise Date.

(b) Exercise Price. The exercise price for each Warrant Share issuable under this Warrant shall be $2.25 per share, subject to adjustment hereunder (the “Exercise Price”).

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(c) Payment of Exercise Price: The Holder shall pay the aggregate Exercise Price at its option by one or more of the following methods (i) by wire transfer of immediately available United States funds or cashier’s check drawn on a United States bank or (ii) by instructing the Company to withhold a number Warrant Shares then issuable upon exercise of this Warrant with an aggregate Fair Value equal to such aggregate Exercise Price. In the event of any withholding of Warrant Stock pursuant to clause (ii) above where the number of shares whose Fair Value is equal to the aggregate Exercise Price is not a whole number, the number of shares withheld by or surrendered to the Company shall be rounded up to the nearest whole share and the Company shall make a cash payment to the Holder based on the incremental fraction of a share being so withheld by or surrendered to the Company in an amount determined in accordance with Section 2(d)(iv) hereof.

(d) Mechanics of Exercise.

i.Authorization of Warrant Shares. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed.

ii.Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the transfer agent of the Company to the Holder (A) by crediting the account of the Holder’s prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission (“DWAC”) system, provided that (I) the Company is a participant in such system and (II) the DWAC system provides an adequate method of protecting against the transfer of the Warrant Shares in violation of the restrictions on transfer set forth herein, and (B) otherwise by depositing the certificate(s) representing the Warrant Shares with a nationally recognized overnight courier for delivery to the address specified by the Holder in the Notice of Exercise on the next Trading Day, in either event within three (3) Trading Days of the Exercise Date (“Warrant Share Delivery Date”).

iii.Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to Holder a new Warrant evidencing the rights of Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

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iv.No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by (x) the Current Market Price of one share of Common Stock on the Exercise Date, if the Common Stock is then publicly traded or (ii) if the Common Stock is not then publicly traded, the fair market value per share of Common Stock as determined in good faith by the Board of Directors of the Company.

v.Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

vi.Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

vii.Continued Validity and Application. A holder of Warrant Shares issued upon the exercise of this Warrant, in whole or in part, including any transferee of such shares (other than a transferee in whose hands such shares no longer constitute Warrant Shares as defined herein), shall continue, with respect to such shares, to be entitled to all rights and to be subject to all obligations that are applicable to such holder by the terms of this Warrant; provided, however that any such transferee shall agree to be bound by all terms, conditions and obligations hereunder. The Company shall, at the time of any exercise of this Warrant or any transfer of Warrant Shares, upon the request of the holder of the Warrant Shares issued in connection with such exercise or transfer, acknowledge in writing, in a form reasonably satisfactory to such holder, its continuing obligation to afford to such holder such rights referred to in this Section 2(d)(vii); provided, however, that if such holder shall fail to make any such request, such failure shall not affect the continuing obligation of the Company to afford to such holder all such rights.

 (e) Compliance With Securities Laws. By acquiring this Warrant from Company on the date hereof, the Holder agrees, acknowledges, covenants, represents and warrants as follows:

(i) This Warrant and the shares of Common Stock issuable upon exercise hereof have not been registered under the Securities Act, or qualified or registered under any state securities laws which may be applicable. Holder understands that this Warrant and such shares of Common Stock have been and will be issued and sold hereunder in transactions exempt from the registration or qualification requirements of the Securities Act and applicable state securities laws and Holder acknowledges that reliance on and the availability of said exemptions is predicated in part on the accuracy of Holder's representations and warranties herein.

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(ii) Holder represents and warrants that it is acquiring this Warrant for its own account, for purposes of investment, and not with a view to, or for sale in connection with, any distribution thereof within the meaning of the Securities Act and the rules and regulations promulgated thereunder. Holder represents, warrants and agrees that it will not sell, exercise, transfer or otherwise dispose of this Warrant (or any interest therein) or any of the Common Stock purchasable upon exercise hereof, except pursuant to (i) an effective registration statement under the Securities Act and applicable state securities laws or (ii) an opinion of counsel, reasonably satisfactory to Company, that an exemption from registration under the Securities Act and such laws is available. Holder understands that Company will be relying upon the truth and accuracy of the representations and warranties contained in this section in issuing this Warrant and such Common Stock without first registering the issuance thereof under the Securities Act or qualifying or registering the issuance thereof under any state securities laws that may be applicable.

(iii) Holder acknowledges that there is not a liquid public market for the Warrant, although there currently is a public trading market for the Common Stock, and there can be no assurance that any such market will be developed, and there can be no assurance that Holder will be able to liquidate its investment in Company. Holder represents and warrants that it is familiar with and understands the terms and conditions of Rule 144 promulgated under the Securities Act.

(iv) Holder represents and warrants to Company that (x) it is an accredited investor as defined in Regulation D of the Rules and Regulations of the Securities and Exchange Commission; (y) it has such knowledge and experience in financial and business matters as is necessary to enable it to evaluate the merits and risks of any investments in Company and is not utilizing any other person to be a purchaser representative in connection with evaluation of such merits and risks; and (z) it has no need for liquidity in an investment in Company and is able to bear the risk of that investment for an indefinite period and to afford a complete loss thereof.

(v) Holder represents and warrants that it has had access to, and has been furnished with, all of the information it has requested from Company and has had an opportunity to review the books and records of Company and to discuss with management and members of the board of directors of Company the business and financial affairs of Company.

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(vi) Holder agrees that at the time of each exercise of this Warrant, unless the issuance of shares of Common Stock issuable thereupon is pursuant to an effective registration statement under the Securities Act, Holder will provide Company with a letter embodying the representations and warranties set forth in subsections (i) through (v), in form and substance satisfactory to Company, and agrees that the certificate(s) representing any shares issued to it upon any exercise of this Warrant may bear such restrictive legend as Company may deem necessary to reflect the restricted status of such shares under the Securities Act unless Company shall have received from Holder an opinion of counsel to Holder, reasonably satisfactory in form and substance to Company, that such restrictive legend is not required.

Section 3.CertainAdjustments.

(a)Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (A) pays a stock dividend or otherwise makes a distribution on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company pursuant to this Warrant or any other option, warrant or other right to acquire the Common Stock outstanding on the date hereof), (B) subdivides outstanding shares of Common Stock into a larger number of shares (including by way of a stock split), or (C) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination.

(b)Adjustment of Number of Shares. Upon each adjustment in the Exercise Price pursuant to Section 3(a), the number of shares of Common Stock issuable upon exercise hereof shall be adjusted, rounded up to the nearest whole share, to the product obtained by multiplying such number of shares purchasable immediately prior to such adjustment in the Exercise Price by a fraction, the numerator of which shall be the Exercise Price immediately prior to such adjustment and the denominator of which shall be the Exercise Price immediately thereafter.

(c)Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.

(d)Failure to Effect Event Requiring Adjustment. If any event requiring an adjustment in the Exercise Price and the number of Warrant Shares issuable hereunder is not paid or made, then the Exercise Price and number of shares issuable upon exercise of this Warrant shall again be adjusted to be the Exercise Price and number of shares which would then be in effect if such adjustment had not been made for such.

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 (e)Notice to Holders. Whenever the Exercise Price is adjusted pursuant to Section 3(a), the Company shall promptly mail to each Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, in reasonable detail, the event requiring the adjustment and the method by which such adjustment was calculated, specifying the number of shares of Common Stock for which this Warrant is exercisable and describing the number and kind of any other shares of stock or other property for which this Warrant is exercisable, and any related change in the Exercise Price, after giving effect to such adjustment or change.

  (f) Organic Change. Any recapitalization, reorganization, reclassification, consolidation or merger to which the Company is a party, or sale of all or substantially all of the Company’s assets to another Person or other transaction that is effected in such a way that holders of Common Stock are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Company will make appropriate provision to ensure that the Holder will thereafter have the right to acquire and receive, upon exercise of this Warrant, in lieu of or addition to (as the case may be) the Warrant Shares immediately theretofore acquirable and receivable upon the exercise of such holder’s Warrant, such stock, securities or assets as may be issued or payable with respect to or in exchange for the number of Warrant Shares immediately theretofore acquirable and receivable upon exercise of the Holder’s Warrant had such Organic Change not taken place. In any such case, the Company will make appropriate provision with respect to the Holder’s rights and interests to ensure that the provisions of this Section 3(f) hereof will thereafter be applicable to the Warrant. The Company will not effect any such Organic Change, unless prior to the consummation thereof, the successor entity (if other than the Company) resulting from consolidation or merger or the corporation purchasing such assets assumes by written instrument, the obligation to deliver to the Holder such stock, securities or assets as, in accordance with the foregoing provisions, Holder may be entitled to acquire. The Company will give written notice to the Holder at least 20 days prior to the date on which the Company closes its books or takes a record for determining rights to vote with respect to any Organic Change, dissolution or liquidation. The Company will also give written notice to the Holder at least 20 days prior to the date on which any Organic Change, dissolution or liquidation will take place.

Section 4.Adjustments Related to the Issuance of Additional Shares of Common Stock.

4.1Issuance of Additional Shares of Common Stock.  (a)  If at any time the Company shall issue or sell any shares of Common Stock in a Subsequent Issuance for a consideration per share that is less than the Exercise Price, then, forthwith upon such issuance or sale, the Exercise Price shall be reduced by dividing (A) an amount equal to the sum of (x) the number of shares of Common Stock Outstanding immediately prior to such Subsequent Issuance multiplied by the then existing Exercise Price, plus (y) the aggregate consideration (determined in accordance with the provisions of Section 4.4 hereof), if any, received by the Company in connection with such Subsequent Issuance, by (B) the total number of shares of Common Stock Outstanding immediately after such Subsequent Issuance.

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(b)  The provisions of this Section 4.1 shall not apply to (i) any issuance of Common Stock for which an adjustment is provided for under Section 3 hereof, (ii) any issuance or sale of Common Stock pursuant to the exercise of any Convertible Securities or Stock Purchase Rights to the extent that an adjustment shall have been previously made hereunder in connection with the issuance of such Convertible Securities or Stock Purchase Rights pursuant to the provisions of Section 4.2 hereof, (iii) issuances of shares of Common Stock in the ordinary course of business as payment for services so long as the aggregate amount of all such issuances does not exceed 10% of the total number of shares of Common Stock outstanding as of the date of issuance of such payment and so long as each share is valued at no less than one dollar and fifty cents ($1.50), (iv) issuances of shares of Common Stock arising from any existing obligation, each as set forth on Schedule A hereto, (v) any securities issued pursuant to the Company’s 2004 Stock Option and Stock Incentive Plan or any equity incentive or stock option plan adopted by the shareholders of the Company; provided that the aggregate amount of such shares shall not exceed 10% of the outstanding shares of the Company’s common stock as of the date such plan is approved by the Company’s shareholders, (vi) issuances of any securities to other distributors of the Service so long as the aggregate amount of all such issuances does not exceed [XXXXX]^* shares, (vii) issuance of any securities pursuant to any subsequent agreement between Holder or any of its affiliates, and the Company and (viii) any securities issued in connection with the acquisition of assets, stock purchase or merger whereby the Company is the surviving corporation (collectively, the “Excluded Issuances”).

4.2Issuances of Stock Purchase Rights and Convertible Securities. (a) In the event that the Company shall at any time issue, sell or grant any Stock Purchase Rights to any Person in a Subsequent Issuance, other than an Excluded Issuance, then, for the purposes of Section 4.1 above, the Company shall be deemed to have issued at that time a number of shares of Common Stock equal to the maximum number of shares of Common Stock that are or may become issuable upon exercise of such Stock Purchase Rights (or upon exercise of any Convertible Securities issuable upon exercise of such Stock Purchase Rights) for a consideration per share equal to (i) the aggregate consideration per share (determined in accordance with the provisions of Section 4.4 hereof) received by the Company in connection with the issuance, sale or grant of such Stock Purchase Rights plus (ii) the minimum amount of such consideration per share receivable by the Company in connection with the exercise of such Stock Purchase Rights (and the exercise of any Convertible Securities issuable upon exercise of such Stock Purchase Rights); provided, that, if at any time the Company shall issue, sell or grant to any distributor of the Service (as defined in the Charter Affiliation Agreement) any warrants or similar rights to subscribe for or purchase shares of Common Stock (each, a “Distributor Warrant”) with an exercise price less than the Exercise Price hereunder (as adjusted pursuant to the terms of this Warrant), then the Exercise Price hereunder shall be reduced to an amount equal to the exercise price relating to such Distributor Warrant.

(b)In the event that the Company shall at any time issue or sell any Convertible Securities to any Person in a Subsequent Issuance, other than an Excluded Issuance, then, for the purposes of Section 4.1 above, the Company shall be deemed to have issued at that time a number of shares of Common Stock equal to the maximum number of shares of Common Stock that are or may become issuable upon the exercise of the conversion or exchange rights associated with such Convertible Securities for a consideration per share equal to (i) the aggregate consideration per share (determined in accordance with the provisions of Section 4.4 hereof) received by the Company in connection with the issuance or sale of such Convertible Securities plus (ii) the minimum amount of such consideration per share receivable by the Company in connection with the exercise of such conversion or exchange rights, except as provided in Section 4.2 (c), no further adjustment shall be made, pursuant to Section 4.1 hereof, to the Exercise Price upon the actual issuance of the shares of Common Stock pursuant to the exercise or conversion of the Convertible Securities.

_____________________

^* Filed under an application for confidential treatment.

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(c)  If, at any time after any adjustment of the Exercise Price shall have been made hereunder as the result of any issuance, sale or grant of any Convertible Securities or Stock Purchase Rights, the maximum number of shares issuable upon exercise of such of the rights of conversion or exchange associated with such Convertible Securities or Stock Purchase Rights shall increase, or the minimum amount of consideration per share receivable in connection with such exercise shall decrease, whether by operation of any antidilution rights pertaining to such Convertible Securities or Stock Purchase Rights, by agreement of the parties or otherwise, the Exercise Price then in effect shall first be readjusted to eliminate the effects of the original issuance, sale or grant of such Convertible Securities or Stock Purchase Rights on such Exercise Price and then readjusted as if such Convertible Securities or Stock Purchase Rights had been issued on the effective date of such increase in number of shares or decrease in consideration, but only if the effect of such two-step readjustment is to reduce the Exercise Price below the Exercise Price in effect immediately prior to such increase or decrease.

(d)  If, at any time after any adjustment of the Exercise Price shall have been made hereunder as the result of any issuance, sale or grant of any Convertible Securities or Stock Purchase Rights, any of such rights of conversion or exchange associated with such Convertible Securities or Stock Purchase Rights shall expire by their terms or be terminated or any of such Convertible Securities or Stock Purchase Rights shall be repurchased by the Company or a Subsidiary thereof for a consideration per underlying share of Common Stock not exceeding the amount of such consideration received by the Company in connection with the issuance, sale or grant of such Convertible Securities or Stock Purchase Rights, the Exercise Price then in effect shall be increased to the Exercise Price that would have been in effect if such expiring or terminated rights of conversion or exchange or such repurchased Convertible Securities or Stock Purchase Rights had never been issued. Similarly, if at any time after any such adjustment of the Exercise Price shall have been made pursuant to Section 4.1 (i) any additional consideration is received or becomes receivable by the Company in connection with the issuance or exercise of such Convertible Securities or Stock Purchase Rights or (ii) there is a reduction in the conversion ratio applicable to such Convertible Securities or Stock Purchase Rights so that fewer shares of Common Stock will be issuable upon the conversion or exchange thereof, the Exercise Price then in effect shall be forthwith readjusted to the Exercise Price that would have been in effect had such changes taken place at the time that such Convertible Securities or Stock Purchase Rights were initially issued, granted or sold. In no event shall any readjustment under this Section 4.2(c) affect the validity of any shares of Warrant Shares issued upon any exercise of this Warrant prior to such readjustment, nor shall any such readjustment have the effect of increasing the Exercise Price above the Exercise Price that would have been in effect if the related Convertible Securities or Stock Purchase Rights had never been issued.

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4.3 Adjustment of Number of Shares Purchasable. Upon any adjustment of the Exercise Price as provided in Section 4.1 and 4.2 hereof, the Holder hereof shall thereafter be entitled to purchase upon the exercise of this Warrant, at the Exercise Price resulting from such adjustment, the number of shares of Common Stock (calculated to the nearest 1/100th of a share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Common Stock issuable on the exercise hereof immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.

4.4Determination of Consideration. For purposes of Sections 4.1, 4.2 and 4.3 hereof, the consideration received and/or receivable by the Company in connection with the issuance, sale, grant or exercise of additional shares of Common Stock, Stock Purchase Rights or Convertible Securities, irrespective of the accounting treatment of such consideration, shall be valued as follows:

(1)  Cash Payment. In the case of cash, the net amount received by the Company after deduction of any accrued interest or dividends.

(2) Securities or Other Property. In the case of securities or other property, the fair market value thereof as of the date immediately preceding such issuance, sale, grant or exercise as determined in good faith by the Board of Directors of the Company.

(3) Allocation Related to Common Stock. In the event shares of Common Stock are issued or sold together with other securities or other assets of the Company for a consideration which covers both, the consideration received (computed as provided in (1) and (2) above) shall be allocable to such shares of Common Stock as determined in good faith by the Board of Directors of the Company.

(4)Allocation Related to Stock Purchase Rights and Convertible Securities. In case any Convertible Securities or Stock Purchase Rights shall be issued or sold together with other securities or other assets of the Company, together comprising one integral transaction in which no specific consideration is allocated to Convertible Securities or Stock Purchase Rights, the consideration allocable to Convertible Securities or Stock Purchase Rights shall be determined in good faith by the Board of Directors of the Company.

(5)Dividends in Securities. In case the Company shall declare a dividend or make any other distribution upon any stock of the Company payable in either case in Common Stock or Convertible Securities, such Common Stock or Convertible Securities, as the case may be, issuable in payment of such dividend or distribution shall be deemed to have been issued or sold without consideration.

(6) Merger, Consolidation or Sale of Assets. In case any shares of Common Stock, Convertible Securities or Stock Purchase Rights shall be issued in connection with any merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the assets and business of the non-surviving corporation attributable to such Common Stock, Convertible Securities, as is determined in good faith by the Company’s Board of Directors.

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4.5.Other Provisions Applicable to Adjustments Under this Section. The following provisions shall be applicable to the adjustments provided for pursuant to this Section 4:

(a) When Adjustments To Be Made. The adjustments required by this Section 4 shall be made whenever and as often as any specified event requiring such an adjustment shall occur. For the purpose of any such adjustment, any specified event shall be deemed to have occurred at the close of business on the date of its occurrence.

(b)Record Date. In case the Company shall take a record of the holders of the Common Stock for the purpose of entitling them (i) to receive a dividend or other distribution payable in Common Stock, Convertible Securities or Stock Purchase Rights or (ii) to subscribe for or purchase Common Stock, Convertible Securities or Stock Purchase Rights, then all references in this Section 4 to the date of the issuance or sale of such shares of Common Stock, Convertible Securities or Stock Purchase Rights shall be deemed to be references to such record date.

(c)   Calculations. All calculations under this Section 4 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.

(d)Failure to Effect Event Requiring Adjustment. If any event requiring an adjustment in the Exercise Price and the number of Warrant Shares issuable hereunder is not paid or made, then the Exercise Price and number of shares issuable upon exercise of this Warrant shall again be adjusted to be the Exercise Price and number of shares which would then be in effect if such adjustment had not been made for such.

(e)Maximum Exercise Price. At no time shall any adjustment pursuant to this Section 4 cause the Exercise Price per share of Common Stock to exceed the amount set forth in the first paragraph of the preamble of this Warrant.

(f)Notice to Holders. Whenever the Exercise Price is adjusted pursuant to Section 4, the Company shall promptly mail to each Holder a notice setting forth the Exercise Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment, in reasonable detail, the event requiring the adjustment and the method by which such adjustment was calculated, specifying the number of shares of Common Stock for which this Warrant is exercisable and describing the number and kind of any other shares of stock or other property for which this Warrant is exercisable, and any related change in the Exercise Price, after giving effect to such adjustment or change.

(g)Independent Application. Except as otherwise provided herein, all subsections of this Section 4 are intended to operate independently of one another (but without duplication). If an event occurs that requires the application of more than one subsection, all applicable subsections shall be given independent effect without duplication.

Section 5.Transfer of Warrant.

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(a)Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Sections 5(d) and 6(a) hereof and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. A Warrant, if properly assigned, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

(b)New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 5(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice.

(c)Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

(d)Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such transfer (i) that the Holder or transferee of this Warrant, as the case may be, furnish to the Company a written opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made without registration under the Securities Act and under applicable state securities or blue sky laws, (ii) that the holder or transferee execute and deliver to the Company an investment letter in form and substance acceptable to the Company and (iii) that the transferee be an “accredited investor” as defined in Regulation D promulgated under the Securities Act.

(e)Legend.The Warrant Shares issuable hereunder shall bear the following legend:

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION, OR THE SECURITIES COMMISSION OF ANY STATE, IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

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Certificates evidencing the Warrant Shares shall not contain the legend set forth above: (i) following any sale of such Warrant pursuant to an effective registration statement under the Securities Act or pursuant to Rule 144, or (ii) if such Warrant Shares are eligible for sale under Rule 144(k), provided that, in each case, the Holder provides a copy of such certificates or confirmations as the Company reasonably requests.

Notwithstanding the foregoing provisions of this Section 5, the restrictions imposed by Section 5 upon the transferability of the Warrants and the Warrant Shares and the legend requirements of Section 5 shall terminate as to any particular Warrant or Warrant Shares when the Company shall have received from the Holder thereof an opinion of legal counsel to the effect that such legend is not required in order to ensure compliance with the Securities Act. Whenever the restrictions imposed by Section 5 shall terminate as to this Warrant, as hereinabove provided, the Holder hereof shall be entitled to receive from the Company, at the expense of the Company, a new Warrant bearing the following legend in place of the restrictive legend set forth hereon:

“THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN WARRANT CONTAINED IN SECTION 5 HEREOF TERMINATED ON ______________, 20__, AND ARE OF NO FURTHER FORCE AND EFFECT.”

All Warrants issued upon registration of transfer, division or combination of, or in substitution for, any Warrant or Warrants entitled to bear such legend shall have a similar legend endorsed thereon. Wherever the restrictions imposed by this Section shall terminate as to any Warrant Shares, as hereinabove provided, the Holder thereof shall be entitled to receive from the Company, at the Company’s expense, a new certificate representing such Common Stock not bearing the restrictive legend set forth in Section 5.

Section 6. Miscellaneous.

(a)Title to Warrant. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose, in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any notice to the Holder, and for all other purposes, absent actual written notice to the contrary and compliance with the applicable provisions concerning transfer of this Warrant.

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(b)No Rights as Shareholder Until Exercise. This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the Exercise Date and then only with respect to the Warrant Shares to be issued with respect thereto.

(c)Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

(d) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a Saturday, Sunday or legal holiday.

(e)Exchange of Warrant for Warrants of Different Denominations. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for new Warrants of like tenor representing in the aggregate the right to purchase the number of Warrant Shares then purchasable hereunder, and each of such new Warrant will represent such portion of such rights as is designated by the Purchaser at the time of such surrender. The date the Company initially issued this Warrant will be deemed to be the warrant issue date for such new Warrants regardless of the number of times new certificates representing the unexplored and unexercised rights formerly represented by this Warrant shall be issued.

(f) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof.

(g) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws.

(h) No waiver. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice Holder’s rights, powers or remedies; provided, however, that all rights hereunder shall terminate on the Termination Date.

(i)Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (I) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto prior to 4:00 p.m. (Eastern Time) on a Trading Day, (II) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 4:00 p.m. (Eastern Time) on any Trading Day, (III) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (IV) upon actual receipt by the party to whom such notice is required to be given; provided, however, that any exercise of the Warrant shall be effective in the manner provided in Section 2(a). The address for such notices and communications shall be (A) if to the Holder of this Warrant, at the registered address of such Holder as set forth in the Warrant register kept at the principal office of the Company or its Warrant registrar, if any, or (b) if to the Company, to it at the address set forth on the signature page hereto.

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(j)Limitation of Liability. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant or purchase Warrant Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

(k)Remedies. Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

(l) Successors and Assigns. Subject to applicable securities laws and the other restrictions on transfer set forth herein, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of all Holders from time to time of this Warrant and shall be enforceable by any such Holder.

(m)Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

(n)Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(o)Tax Treatment. This Warrant is not intended to qualify as an incentive stock option as defined in Section 422 of the Internal Revenue Code, as amended.

(p)Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

(q) No Impairment. The Company shall not by any action, including, without limitation, amending its charter documents or through any reorganization, reclassification, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other similar voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of the Holder against impairment. Without limiting the generality of the foregoing, the Company shall take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, free and clear of all liens or other encumbrances, and shall use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction over it as may be necessary to enable the Company to perform its obligations under this Warrant.

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      (r)Supplying Information; Rule 144. The Company shall cooperate with each holder of a Warrant and each holder of Warrant Shares in supplying such information as may be reasonably necessary for such holder to complete and file any information reporting forms presently or hereafter required by the Commission as a condition to the availability of an exemption from the Securities Act for the sale of any Warrant or Warrant Shares. The Company shall use its best efforts to at all times make public information available so as to afford the holders of the Warrants and the Warrant Shares the benefits of Rule 144 of the Commission in connection with resales, and upon request of any Holder shall provide such Holder with such financial statements, reports and other information as may be required to permit such Holder to sell Warrants or Warrant Shares to one or more “Qualified Institutional Buyers” under Rule 144A of the Commission, in each case as such Rule may be amended from time to time or replaced or supplemented by any similar rule or regulation hereafter adopted by the Commission.

********************

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 IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized.

	THE TUBE MEDIA CORP.
Dated: March 6, 2006	By:	/s/ John W. Poling
		Name: John W. Poling
		Title: Executive Vice President and CFO
		Address for Notice: _____________________________________________ _____________________________________________ _____________________________________________
		with a copy to (which shall not constitute notice) to: Blank Rome LLP 1200 N. Federal Highway, Suite 417 Boca Raton, Florida 33432 Attention: Bruce C. Rosetto, Esquire

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NOTICE OF EXERCISE

TO:THE TUBE MEDIA CORP.

(1)The undersigned hereby elects to exercise this Warrant with respect to ________ Warrant Shares of the Company pursuant to the terms of the enclosed Warrant, and tenders herewith payment therefore, all at a price and on the terms and conditions specified in the Warrant.

(2)Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

Note: If issued in the name of a Person other than the Holder, additional documentation may be required by the Company as specified in the Warrant to assure compliance with federal and state securities laws.

The Warrant Shares shall be delivered to the following:

_______________________________

_______________________________

_______________________________

(3)Accredited Investor; Investor Representation. The undersigned Holder is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended. The undersigned represents and warrants that the shares of Common Stock to be issued upon exercise hereof are being acquired solely for the account of the undersigned and not as a nominee for another party, and for investment, and that the undersigned will not offer, sell or otherwise dispose of any such shares of Common Stock except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any applicable state securities laws.

(4)The undersigned had not previously sold, transferred or assigned this Warrant.

Name of Holder:

 ________________________________________________________________________

Signature of Authorized Signatory of Holder:

 _________________________________________________

Name of Authorized Signatory:

___________________________________________________________________

Title of Authorized Signatory:

 ____________________________________________________________________

Date: ________

ASSIGNMENT FORM

(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

_______________________________________________ whose address is

_______________________________________________________________.

_______________________________________________________________

Dated: ______________, _______

Holder’s Signature:_____________________________

Holder’s Address:_____________________________

 _____________________________

Medallion Signature Guarantee: ___________________________________________

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant. Additional documentation may be required by the Company as specified in the Warrant to assure compliance with federal and state securities laws.

EX-99.1

THE TUBE MUSIC NETWORK ENTERS AGREEMENT WITH TRIBUNE BROADCASTING

ADDING DISTRIBUTION IN 22 ADDITIONAL MARKETS

Broadcast Media Powerhouse Among First to Deliver Programming

On New Digital Multicast Spectrum

Fort Lauderdale, FL, March 9, 2006—The Tube Media Corp. (OTCBB:TUBM) announced today a distribution agreement between its subsidiary, The Tube Music Network, Inc. (“THE TUBE”) and Tribune Broadcasting Company, a division of Tribune Company (NYSE:TRB), one of the country’s leading broadcast television companies, operating 26 television stations in 22 markets, including New York, Los Angeles and Chicago.

This new strategic partnership is the second of its kind for THE TUBE, following a distribution agreement with Raycom Media Inc. announcedin April 2005.

“This agreement with Tribune Broadcasting greatly expands our reach,” said Les Garland, president and CEO of THE TUBE Music Network. “Tribune Broadcasting is well established in the industry with stations in nine of the country’s top 10 markets, and 18 of the top 30. This landmark agreement firmly positions THE TUBE at the forefront of the digital multicast era.”

THE TUBE is the first music network to be distributed using the new broadcast technology known as digital multicasting. Viewers in Tribune, Raycom and other television markets will be able to receive the network free, over-the-air on television sets equipped with digital tuners and on the digital cable tier where available.

“We’re excited to be partnering with THE TUBE Music Network in our first multicast initiative,” said John Reardon, President, Tribune Broadcasting. “This agreement allows us to begin realizing the value of our investment in digital broadcasting while providing enhanced content to viewers in our markets.”

Tribune stations will begin broadcasting THE TUBE Music Network programming in local markets this summer.

ABOUT TRIBUNE BROADCASTING

Tribune Broadcasting owns and operates 26 television stations concentrated in major markets and Superstation WGN on national cable. The group’s combined reach is more than 80 percent of U.S. television households. Tribune Broadcasting also includes Los Angeles-based Tribune Entertainment, a developer and distributor of first-run television programming for the Tribune station group and for national syndication; Chicago’s WGN-AM; and the Chicago Cubs baseball team. Investment interests include Comcast SportsNet Chicago (25% owned), The WB Television Network (22%) and TV Food Network (31%).

This press release may include a number of “forward-looking statement” as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. These statements reflect management’s current views with respect to future events and financial performance and include statements regarding management’s intent, belief or current expectations, which are based upon assumptions about future conditions that may prove to be inaccurate. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance, involve risk and uncertainties, and that as a result, actual results may differ materially from those contemplated by such forward-looking statements. Such risks include, among other things, the volatile and competitive markets in which we operate, our limited operating history, our limited financial resources, our ability to manage our growth and the lack of an established trading market for our securities. When considering forward-looking statements, readers are urged to carefully consider the various disclosures, including risk factors and their cautionary statements, made by us in our reports filed with the Securities and Exchange Commission.

Media Contact	Investor Contact
Barry Kluger	Judy Crowhurst
480-703-8135	954-714-8100
bkluger@thetubetv.com	jcrowhurst@aguent.com