270 Legal [Sample Agreements]

PROPOSAL/MEMORANDUM OF UNDERSTANDING

June 19, 2007

Enterconnect Inc.
100 Century Center Court
Suite 650
San Jose, CA 95112

Re: Media Campaign for Enterconnect Inc.

Global Media Fund, Inc. (GMF) is pleased to present this offer to produce and distribute a total of Two Million Dollars ($2,000,000) worth of nationally syndicated newspaper features, nationally syndicated radio features and other media on behalf of Enterconnect Inc. (Enterconnect), using the industry standard advertising rates currently utilized by GMF, over a Twelve (12) month time frame. Enterconnect will have the option to choose at its discretion the balance of print, radio and other media features as outlined below. GMF has summarized some expected exposure values in the paragraphs below assuming that Enterconnect chooses to utilize print features only. These exposure values are not guaranteed numbers, but are based upon current average results displayed over the selected time frame for illustrative purposes. They do not factor in media campaign ramp up times, or the fact that the print features will continue to run for up to eighteen months after the last feature is distributed.

FORMS OF MEDIA AVAILABLE (Enterconnect’s choices)

1. Newspaper Features
The newspaper features will be specifically about your company and distributed to 10,250 daily and weekly newspapers, news, and wire services. Our services will include: feature consultation and development, writing and editing, printing, delivery, clippings and readership reports including comparable advertising space value reports. You will have final approval on all copy.

Your features will be distributed on computer disks, by direct electronic feed and in a hard copy camera-ready format. GMF will deliver clipping reports beginning ten (10) weeks after media pick up; these reports will continue to be sent on a monthly basis for one (1) calendar year from delivery (date feature was distributed).

Newspaper Distribution Guarantee. Although placement is subject to individual editorial discretion, GMF offers the following guarantee: each print feature must receive placements in at least one hundred (100) newspapers (we currently average 648 placements per feature). If the placements do not total 100 within a six (6) month period of your sign-off on the feature, GMF will re-write and/or re-distribute that feature at no cost to you until the guaranteed minimum of 100 is obtained.

Expected Print Exposure Assuming that Enterconnect chooses to utilize print features only and to run the print features evenly over a one (1) year time frame, the print features would reach an estimated audience of One Hundred and One Million Eight Hundred Eighty Two Thousand Eight Hundred Eighty (101,882,880) readers per month for twelve (12) months.

2. Radio Features
The radio features will be nationally syndicated radio features specifically about your company. Your scripts will be written by media and radio professionals, read by radio professionals, produced on a CD-ROM and sent to over 6,000 radio stations around the country. In addition to the CD, a script of your public service message is distributed as well, so that announcers can “localize” the material.

Radio Features consist of two 30-second scripts under one heading written to your approval. You will have final approval on all radio features. GMF will deliver radio exposure reports on a monthly basis for the duration of the media campaign that details each radio station that played the feature. These releases are guaranteed (see “Radio Distribution Guarantee” below) to be played on at least Four Hundred (400) radio stations.

Radio Distribution Guarantee. Although placement is subject to individual editorial discretion, GMF offers the following guarantee: each radio feature must receive placements in at least Four Hundred (400) radio stations. If the placements do not total Four Hundred (400) within a Six (6) month period of your sign-off on the feature, GMF will re-write and/or re-distribute that feature at no cost to you until the guaranteed minimum of Four Hundred (400) is obtained.

3. Television Media
The television spots will normally be 30 second, 60 second or television format standard time spots. Your television ad will be produced by television media professionals and will be distributed on television stations and/or networks. Some examples of television networks are ESPN, Fox Sports, etc. You will have final approval on all television spots and media values will be applied from the rate card.

4. Internet Media, Marketing and Services
The Internet media category may include many forms of media. These forms include professional services to build or enhance customers’ websites, services to optimize websites, search engine optimization, email marketing and other services. We can also provide custom designed Internet campaigns for each of our clients. The customer will have final approval on all Internet marketing services and media values will be applied from industry standards.

5. Golf Events and Other Sponsorships
Golf sponsorships and other event sponsorships, such as Celebrity golf tournaments, X Game, Fishing, Rodeo, snowmobile and dirt bike racing, Horse racing, Women’s Softball, and much more, are offered to GMF clients on an event by event basis based on inventory. These events may be nationally televised and typically include things like signage, localized media, purse, an events ceremony and a full range of offerings around each event. GMF clients will have an opportunity to take advantage of these offerings. Customers will have final approval on all new events and values will be applied from industry standards.

6. Other Media
GMF is committed to continuously adding to our portfolio of media. As we add more media to our portfolio, our clients will have an opportunity to take advantage of the new offerings. Customers will have final approval on new media.

In Consideration of Media Campaign
The total all-inclusive cost for this media campaign is One Million Dollars ($1,000,000). Payment will be in the form of One Million Dollars ($1,000,000) in shares of restricted common stock of Enterconnect (the “Restricted Shares”). The restricted shares payment of this Memorandum of Understanding (“MOU”) shall be paid upon execution of this document. The number of shares to be issued as payment for this $1,000,000 shall be One Million (1,000,000) shares of common stock.

The restricted stock shall be governed by the “Restricted Stock Terms” as outlined herein. Fulfillment of this MOU by GMF is conditional on the receipt of all payments owed in the specified time frame. Failure to pay as agreed may trigger a default as per the included “Default Provisions”. All media will have a shelf life of twelve months from the date of contract. Media unused during the life of the Agreement will be expunged.
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