License Agreement

In consideration of the mutual covenants and  agreements herein contained, the NETWORK agrees to provide BARTER PROGRAMMING (the “SERVICE”) for the AFFILIATE, and the AFFILIATE agrees to provide to AMGTV the airtime, in accordance with the terms and provisions, as described below:

1. AIRTIME AGREEMENT. AFFILIATE agrees to carry the SERVICE 24 hours per day. Affiliate agrees to broadcast the portions of the NETWORK'S SERVICE that it carries as delivered by NETWORK in its entirety without alteration.

2. LICENSE FEE. This arrangement for the airtime herein specified is based upon Barter of airtime.

3. BARTER ARRANGEMENT. For each hour of NETWORK provided programming aired by AFFILIATE, AFFILIATE shall
for its own local use, received 6 minutes of commercial airtime. Affiliate is required to air all Network breaks.

4. EFFECTIVE START DATE. The effective start date of this agreement will be attached when this agreement is signed by and/or acknowledged by AMGTV.

5. LICENSE PERIOD. The "License Period" will commence as of the Effective Start Date and will be for a period of one year (52 weeks). During the License Period, AFFILIATE agrees to broadcast, the NETWORK by means of the commercial television station(s) (the “STATION”) specified. The expiration of the initial License Period, the term shall continue to be automatically renewed for succeeding terms of one year each, unless at least ninety days (90) prior to the expiration of the term then in effect, either parry delivers to the other written notice of
termination or changes.

6. DELIVERY OF SIGNAL. NETWORK will deliver programming by means of a digital, unencrypted signal via a domestic satellite. NETWORK may also deliver the feed via IP delivery at AFFILIATE request. AFFILIATE shall, at its own expense, cause the NETWORK to be received and distributed in accordance with all applicable local, state and federal laws. NETWORK may change the satellite on which the SERVICE signal is transmitted upon reasonable notice to AFFILIATE, or as soon as practicable, if such change is caused by any cause beyond NETWORK'S reasonable control. Use of Logos and AMGTV information for promotional purposes is permitted.

7. AFFIDAVITS OF PERFORMANCE. AFFILIATE shall provide NETWORK monthly Affidavits of Performance on or before the 15th day of each month based upon the AFFILIATE logs of the previous month. AFFILIATE shall send all affidavits to

    2336 SE Ocean Blvd,
    Stuart, Florida 34996or emailed to

8. INTERRUPTION OF SERVICE. If due to an emergency, technical failure, or any circumstance beyond the control of the AFFILIATE, there is a failure to air or run programming, AFFILIATE shall provide a suitable time period for the broadcast of the NETWORK’S content. The NETWORK shall not be held responsible by AFFILIATE for any loss, business or otherwise, due to outages incurred by the network.

9. TERMINATION OPTIONS. Either party may terminate contract at any time by providing a 180-day written notice.

10. INDEMNITIES. AFFILIATE and NETWORK shall each indemnify the other against any liabilities, claims, costs, damages and expenses (including, without limitation, reasonable counsel fees and court costs) (collectively, "Claims'1) arising out of or relating to any material breach or claimed material breach by the indemnifying party of any warranty, representation or obligation under this Agreement.

11. BINDING ARBITRATION: Should any dispute exist as to the foregoing terms; the AFFILIATE and the NETWORK agree to submit to binding arbitration.