SPT DRAFT 4/30/10

VOD LICENSE AGREEMENT

THIS VOD License Agreement (“Agreement”) is entered into as of May [__], 2010, by and between TELSTRA CORPORATION LIMITED (ABN 33 051 775 556) (“Licensee”) and SONY PICTURES TELEVISION PTY LTD (ABN 83 000 222 391) (“Licensor”). Licensor and Licensee hereby agree as follows:

1. Reference is made to the Variation Agreement, dated as of February 21, 2006, including all amendments thereto, between Licensor and Licensee (as so amended, “Original Agreement”), the term of which ended February 28, 2010. Capitalized terms used and not defined herein have the meanings ascribed to them in the Original Agreement.

2. Licensee and Licensor hereby agree to enter into a new license agreement on the same terms and conditions as the Original Agreement, except as may be set forth below.

2.1 Avail Term . The “Avail Term” for all programs (i.e., Current Films, Library Films and TV Series) will commence on May 3, 2010 and end on December 31, 2010.

2.2 Definitions . For purposes of this Agreement, the following terms shall have the meanings set forth below.

2.2.1 “Approved Device” shall mean (a) an IP-enabled addressable Netgem 8200 set-top device that is designed for the exhibition of audio-visual content exclusively on an associated video monitor or conventional television set and branded “T-Box” (“T-Box”), (b) an IP-enabled digital television manufactured by a consumer electronics manufacturer that has executed an agreement with Licensee to make the Licensed Service accessible on such television by authorized end-users via built-in functionality (where such agreement shall include, among other things, provisions ensuring that such televisions comply with Schedule C attached hereto) (“Connected Television”), (c) an IP-enabled LG Blu-ray player with a model number BD572, HB960, or [____] (“LG Blu-ray Player”), or (d) an IP-enabled desktop or laptop device with a hard drive, keyboard and monitor, designed for multiple office and other applications using a silicon chip/microprocessor architecture, and running on one of the following operating systems: Microsoft Windows XP, Microsoft Windows 2000, Microsoft Windows NT, Microsoft “Longhorn,” any future versions of the foregoing (unless such future version is specifically disapproved by Licensor) or any other operating system specifically approved in writing by Licensor (“PC”), that in each case supports the Approved Format and the Approved Delivery Means, implements the Usage Rules (as defined in Section 2.10 below), and complies with the content protection requirements and obligations set forth in Schedule C attached hereto. In no event shall “Approved Devices” include game consoles, portable media devices (such as the Apple iPod), PDAs or mobile phones, or any device running an operating system designed for portable or mobile devices, including, without limitation, Microsoft Smartphone, Microsoft Windows CE, Microsoft Pocket PC and future versions thereof.

2.2.2 “Approved Delivery Means” shall mean the fully Encrypted Streamed or Downloaded (as further specified in the last sentence of this Section 2.2.2) delivery using IP technology of a digital electronic file: (a) in the case of such delivery to an T-Box, over

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Licensee’s wholly-owned, controlled and operated closed IPTV network, or (b) in the case of such delivery to a Connected Television, LG Blu-ray Player or a PC, over the public, free to the consumer (other than a common carrier/ISP charge) global network of interconnected networks known as the Internet or “Worldwide Web,” whether transmitted over cable, DTH, FTTH, ADSL/DSL, Broadband over Power Lines or other means. Approved Delivery Means does not include, without limitation, delivery over cellular telephony networks. Where an Included Film is accessed by a Subscriber using a Connected Television or an LG Blu-ray Player, the Included Film must be Streamed, and where an Included Film is accessed by a Subscriber using a T-Box or a PC, the Included Film may be Downloaded.

2.2.3 “Download” means the transmission of a digital file containing audio-visual content from a remote source, which file may be stored and the content thereon viewed at a time subsequent to the time of its transmission to the viewer.

2.2.4 “Included Film” shall mean any Current Film, Library Film and TV Series required to be licensed in accordance with Section 2.3 below.

2.2.5 “High Definition” or “HD” shall mean any resolution that is (a) 1080 vertical lines of resolution or less (but at least 720 vertical lines of resolution) or (b) 1920 lines of horizontal resolution or less (but at least 1280 lines of horizontal resolution); provided, however, that where Streamed, a Stream of an Included Film purchased in High Definition may fall below 720 vertical lines of resolution or 1280 lines of horizontal resolution from time to time due to network congestion or other technical reasons.

2.2.6 “Licensed Service” shall mean the private residential Video-On-Demand programming service in the Territory which is at all times wholly-owned, controlled and operated by Licensee and branded solely as “BigPond Movies” or “BigPond TV.”

2.2.7 “Standard Definition” or “SD” shall mean (a) for NTSC, any resolution equal to or less than 480 lines of vertical resolution (and equal to or less than 720 lines of horizontal resolution) and (b) for PAL, any resolution equal to or less than 576 lines of vertical resolution (and equal to or less than 720 lines of horizontal resolution).

2.2.8 “Streamed” shall mean the transmission of a digital file containing audio-visual content from a remote source for viewing concurrent with its transmission, which file may not be stored or retained for viewing at a later time.

2.3 Licensing Commitment . Licensee shall license from Licensor as Included Films hereunder: (a) all Current Films with an Availability Date during the Avail Term; and (b) the Library Films and TV Series set forth on Exhibit 1 attached hereto.

2.4 Availability Date . The “Availability Date” for each Current Film shall be set by Licensor in Licensor’s sole discretion, provided, that such date shall be no later than forty-five (45) days after the LVR of such film. The “Availability Date” for each Library Film and TV Series shall be May 3, 2010.

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2.5 License Period . The “License Period” for each Included Film shall commence on its Availability Date and shall expire: (a) for each Current Film, on the date set by Licensor in Licensor’s sole discretion, provided, that such date shall in no event be earlier than the later of (i) 60 days after its Availability Date and (ii) the end date afforded to any other residential VOD or pay-per-view distributor in the Territory and (b) for each Library Film and TV Series, on December 31, 2010.

2.6 High Definition . Unless otherwise authorized by Licensor in writing before or after the date of this Agreement, Licensee shall exhibit the Included Films in Standard Definition resolution only. Licensor may, from time to time during the Avail Term and in its sole discretion, authorize Licensee to exhibit certain Included Films in High Definition resolution on Approved Devices other than PCs by providing Licensee with written notice of which Included Films are available for exhibition in High Definition.

2.7 License Fee .

2.7.1 The “License Fee” for each Included Film equals the product of (i) each and every Subscriber Transaction for such Included Film, times (ii) the Licensor’s Share, times (iii) the greater of the Actual Retail Price and Deemed Retail Price for each such Subscriber Transaction.

(a) The “Deemed Retail Price” for each Included Film shall be as set forth below:

Category Standard Definition Deemed Retail Price

High Definition Deemed Retail Price

Current Film A$5.45 A$6.35Library Film A$3.63 A$4.54Each episode of a TV Series

A$1.81 A$2.72

(b) The “Licensor’s Share” for each Included Film shall be as set forth below:

Category Licensor’s Share

Current Films (based on the number of days of such title’s Availability Date from its LVR)

0-15 70%16-30 67.5%31-45 65%

Library Films 50%Each episode of a TV Series 50%

2.7.2 The License Fee for each Included Film shall be calculated on a

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monthly basis and shall be due and payable no later than 30 days after the month in which the Subscriber Transactions upon which they are based occur. For the avoidance of doubt, no “Annual Minimum Fee” shall be payable under this Agreement.

2.8 GST . Section 8.6 of the Original Agreement shall be deleted in its entirety and replaced with the provisions set forth in Exhibit 2 attached hereto.

2.9 DRM and Content Protection . Schedule A in the Original Agreement is deleted in its entirety and replaced with Schedule A attached hereto. Schedule C in the Original Agreement is deleted in its entirety and replaced with the Schedule C attached hereto.

2.10 Usage Rules . Each Subscriber Transaction with respect to an Included Film shall be subject at all times to the following “Usage Rules”:

2.10.1 General . With respect to each Subscriber Transaction for an Included Film, the Subscriber shall be permitted to receive and view such Included Film on one (1) Approved Device and shall be prohibited from copying, transferring, retransmitting, burning, distributing or recording an Included Film in an unencrypted or otherwise viewable form whether within the Approved Device, to any another device or to any removable medium (such as DVD, memory sticks, removable hard drives).

2.10.2 Additional Usage Rules for Downloads . Section 4.4 of the Original Agreement shall be deleted in its entirety. In addition to the requirements set forth in Section 2.10.1 above, solely with respect to each Subscriber Transaction for an Included Film that is Downloaded to an Approved Device, such Included Film shall be rendered inaccessible on such Approved Device on the Access End Date (as defined below) and deleted from such Approved Device no later than 10 days after the Access End Date. “Access End Date” shall mean the earliest to occur of (a) 48 hours after the Subscriber initially elects to begin viewing such Included Film (“Download Viewing Period”), (b) 7 days after the initial Download of such Included Film to such Approved Device, and (c) the end of such Included Film’s License Period. Notwithstanding anything to the contrary in Section 1.30 of the Original Agreement, a Subscriber may view an Included Film that is Downloaded to an Approved Device an unlimited number of times within the Download Viewing Period (or until the Access End Date, if earlier).

2.11 Additional Advertising Restrictions . Licensee shall not, without Licensor’s prior written approval, use or authorize the use of any Advertising Materials, Names and Likenesses, Licensor’s name, brand or logo, or Included Films in any promotional materials or advertisements in which a LG Blu-ray Player or a non-Sony branded Connected Television is shown or referenced. For clarity, the foregoing restriction shall apply even if such use is solely for the purpose of promoting the exhibition or availability of an Included Film on a LG Blu-ray Player or a non-Sony branded Connected Television via the Licensed Service and does not constitute an endorsement or testimonial of such LG Blu-ray Player or non-Sony branded Connected Television or a commercial tie-in.

2.12 Marketing Commitments . Licensee shall undertake the marketing activities set forth in Exhibit 3 for the Included Films.

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3. Except as specifically set forth herein, the all of the terms and conditions of the Original Agreement shall apply to this Agreement. Section or other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of the Agreement, and no provision of this Agreement shall be interpreted for or against any party because that party or its legal representative drafted the provision.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first set forth above.

SONY PICTURES TELEVISION PTY LTD (ABN 83 000 222 391)

By: __________________________________Name: ________________________________Title: _________________________________

TELSTRA CORPORATION LIMITED (ABN 33 051 775 556)

By: __________________________________Name: ________________________________Title: _________________________________

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EXHIBIT 1

LIBRARY FILMS AND TV SERIES

# REL LIBRARY FILM TITLE1 2001 13 GHOSTS (2001)2 2006 16 BLOCKS3 2004 20/30/404 2004 50 FIRST DATES5 2000 6TH DAY THE6 1981 ABSENCE OF MALICE7 2002 ADAPTATION8 1989 ADVENTURES OF BARON MUNCHAUSEN THE9 1999 ADVENTURES OF ELMO IN GROUCHLAND THE

10 2005 ADVENTURES OF SHARKBOY AND LAVAGIRL IN 3-D THE11 1993 AGE OF INNOCENCE THE12 1985 AGNES OF GOD13 1997 ALBINO ALLIGATOR14 1979 ALL THAT JAZZ15 2000 ALL THE PRETTY HORSES16 2000 ALMOST FAMOUS17 2006 AMERICAN HARDCORE18 1999 AMERICAN MOVIE19 2000 AMERICAN PSYCHO20 2001 AMERICA'S SWEETHEARTS21 1997 ANACONDA22 2004 ANACONDAS: THE HUNT FOR THE BLOOD ORCHID23 2000 ANATOMY24 1959 ANATOMY OF A MURDER25 2003 ANGER MANAGEMENT26 2001 ANIMAL THE (2001)27 2005 ARE WE THERE YET?28 1997 AS GOOD AS IT GETS29 2002 AUTO FOCUS30 1995 BAD BOYS (1995)31 2003 BAD BOYS II32 2003 BAD SANTA33 2005 BARELY LEGAL34 1988 BEAST THE (1988)35 2005 BEAUTIFUL COUNTRY THE36 2006 BENCHWARMERS, THE37 2005 BEWITCHED (2005)38 1983 BIG CHILL THE (1983)39 1999 BIG DADDY40 2003 BIG FISH41 1953 BIG HEAT THE42 1989 BIG PICTURE, THE43 2003 BIG SHOT'S FUNERAL44 1984 BIRDY

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45 1958 BITTER VICTORY46 2000 BLACK AND WHITE (2000)47 2001 BLACK HAWK DOWN48 1997 BLISS49 1958 BLOB, THE (1958)50 1983 BLUE THUNDER (1983)51 2004 BOBBY JONES: STROKE OF GENIUS52 1984 BODY DOUBLE53 1999 BONE COLLECTOR THE54 1996 BOTTLE ROCKET55 1991 BOYZ N THE HOOD56 1992 BRAM STOKER'S DRACULA57 2004 BREAKIN' ALL THE RULES58 1957 BRIDGE ON THE RIVER KWAI THE (RESTORED VERSION)59 2004 BROWN BUNNY THE60 1991 BUGSY61 1996 CABLE GUY THE62 1989 CASUALTIES OF WAR63 1996 CAUGHT64 2005 CAVE THE65 2000 CENTER STAGE66 2000 CHARLIE'S ANGELS (2000)67 2003 CHARLIE'S ANGELS: FULL THROTTLE68 1981 CHEECH & CHONG'S NICE DREAMS69 1983 CHRISTINE (1983)70 2000 CIRCUS (2000)71 2006 CLICK (2006)72 1998 CLOSE ENCOUNTERS OF THE THIRD KIND (DIRECTOR'S CUT)73 2004 CLOSER74 2004 CODE THE75 1975 CONFESSIONS OF A POP PERFORMER76 1974 CONFESSIONS OF A WINDOW CLEANER77 2006 COVENANT, THE78 2002 CRIME OF FATHER AMARO, THE79 2001 CRIMSON RIVERS THE80 1970 CROMWELL81 2000 CROUCHING TIGER HIDDEN DRAGON82 1999 CRUEL INTENTIONS83 2005 D.E.B.S.84 2006 DA VINCI CODE, THE85 2003 DADDY DAY CARE86 1982 DAS BOOT (ORIGINAL VERSION)87 1974 DEATH WISH88 1977 DEEP THE89 1999 DESERT BLUE90 1995 DESPERADO (1995)91 2005 DEUCE BIGALOW: EUROPEAN GIGOLO92 1995 DEVIL IN A BLUE DRESS93 1997 DEVIL'S OWN, THE (1997)94 2006 DIRTY (2006)

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95 2002 DOGTOWN AND Z-BOYS96 1997 DONNIE BRASCO

97 1964DR. STRANGELOVE OR: HOW I LEARNED TO STOP WORRYING AND LOVE THE BOMB

98 1971 DRIVE HE SAID99 1969 EASY RIDER

100 1999 EIGHT MILLIMETER101 1993 EL MARIACHI (1993)102 1999 EMPEROR AND THE ASSASSIN, THE103 1999 END OF THE AFFAIR, THE (1999)104 2004 ENVY105 2000 ERIN BROCKOVICH106 2000 EVERLASTING PIECE, AN107 2001 EVOLUTION (2001)108 1999 EXISTENZ109 2005 EXORCISM OF EMILY ROSE THE110 2006 FACING THE GIANTS111 1997 FAST, CHEAP AND OUT OF CONTROL112 1972 FAT CITY113 1992 FEW GOOD MEN A114 2001 FINAL FANTASY: THE SPIRITS WITHIN115 2000 FINDING FORRESTER116 1991 FISHER KING THE117 1970 FIVE EASY PIECES118 1990 FLATLINERS119 2005 FOG THE (2005)120 1978 FORCE 10 FROM NAVARONE121 2004 FORGOTTEN, THE (2004)122 2006 FREEDOMLAND123 1953 FROM HERE TO ETERNITY (1953)124 2005 FUN WITH DICK AND JANE (2005)125 1982 GANDHI126 2002 GANGS OF NEW YORK127 2002 GANGSTER NO. 1128 1987 GARDENS OF STONE129 1992 GAS FOOD LODGING130 1997 GATTACA131 1993 GERONIMO: AN AMERICAN LEGEND132 1996 GET ON THE BUS133 1984 GHOSTBUSTERS134 2000 GIFT THE (2000)135 1999 GIRL INTERRUPTED136 1989 GLORY137 1999 GO (1999)138 1998 GODZILLA (1998)139 2005 GOSPEL, THE (2005)140 2003 GOTHIKA141 2006 GRIDIRON GANG (2006)142 2000 GROOVE143 1993 GROUNDHOG DAY144 2004 HELLBOY

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145 1940 HIS GIRL FRIDAY146 1981 HISTORY OF THE WORLD, PART I147 2005 HITCH (2005)148 2000 HOLLOW MAN149 2003 HOLLYWOOD HOMICIDE150 1991 HOOK151 2006 HOSTEL (2006)152 1987 HOUSEKEEPING153 2000 I DREAMED OF AFRICA154 2002 I SPY155 1998 I STILL KNOW WHAT YOU DID LAST SUMMER156 2003 IDENTITY157 2003 IN THE CUT158 1993 IN THE LINE OF FIRE159 1991 INDIAN RUNNER THE160 1991 INNER CIRCLE THE161 1999 JAKOB THE LIAR162 1996 JERRY MAGUIRE163 2001 JOHN CARPENTER'S GHOSTS OF MARS164 1984 KARATE KID THE (1984)165 2001 KNIGHT'S TALE A166 1979 KRAMER VS. KRAMER167 2005 KUNG FU HUSTLE168 1948 LADY FROM SHANGHAI THE169 1993 LAST ACTION HERO170 1971 LAST PICTURE SHOW THE (DIRECTOR'S CUT)171 1996 LAST SUPPER, THE172 1962 LAWRENCE OF ARABIA (RESTORED VERSION)173 2005 LAYER CAKE174 1994 LEGENDS OF THE FALL175 1973 LET THE GOOD TIMES ROLL176 2006 LITTLE MAN177 1994 LITTLE WOMEN (1994)178 2003 LOCKDOWN (2000)179 2006 LONDON180 2005 LONGEST YARD THE (2005)181 2005 LORDS OF DOGTOWN182 2000 LOSER183 2002 LOVE LIZA184 1965 MAJOR DUNDEE185 1966 MAN FOR ALL SEASONS A186 1955 MAN FROM LARAMIE THE187 2005 MAN OF THE HOUSE (2005)188 1998 MASK OF ZORRO, THE189 2003 MEDALLION, THE190 2005 MELISSA P.191 1997 MEN IN BLACK (1997)192 2002 MEN IN BLACK II193 1999 MESSENGER: THE STORY OF JOAN OF ARC THE194 1978 MIDNIGHT EXPRESS (1978)

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195 2005 MINDHUNTERS196 2005 MIRRORMASK197 2003 MISSING THE (2003 FEATURE)198 2003 MONA LISA SMILE199 2006 MONSTER HOUSE200 2002 MOTHMAN PROPHECIES, THE201 2006 MOUNTAIN PATROL202 1996 MULTIPLICITY203 1984 NATURAL THE204 1995 NET, THE (1995)205 2002 NEW GUY, THE (2002)206 1994 NEXT KARATE KID, THE207 1972 NICHOLAS AND ALEXANDRA208 2001 NOT ANOTHER TEEN MOVIE209 1974 ODESSA FILE THE210 1954 ON THE WATERFRONT211 2001 ONE THE212 2006 OPEN SEASON (2006)213 1998 OPPOSITE OF SEX THE214 2002 OSAMU TEZUKA'S METROPOLIS215 2002 PANIC ROOM216 2000 PATRIOT THE (2000)217 1986 PEGGY SUE GOT MARRIED218 1996 PEOPLE VS. LARRY FLYNT THE219 1993 PHILADELPHIA220 2001 POLLOCK221 2005 PRODUCERS THE (2005)222 2006 PROPOSITION THE223 2002 PUNCH-DRUNK LOVE224 2004 PUNISHER, THE (2004)225 2006 QUIET, THE226 2003 RADIO227 1999 RANDOM HEARTS228 1949 RECKLESS MOMENT THE229 2005 RENT (2005)230 1998 REPLACEMENT KILLERS, THE231 2004 RESIDENT EVIL: APOCALYPSE232 2003 RETURNER233 1959 RIDE LONESOME234 2006 RIDING ALONE FOR THOUSANDS OF MILES235 2001 RIDING IN CARS WITH BOYS237 1981 ROCK CITY238 2002 ROLLERBALL (2002)239 1987 ROXANNE240 1997 RUDYARD KIPLING'S THE SECOND JUNGLE BOOK: MOWGLI & BALOO241 2003 RUNDOWN THE (2003)242 2000 RUNNING FREE (2000)243 2006 RV244 2003 S.W.A.T. (2003)245 2005 SAVING FACE

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246 2004 SECRET WINDOW247 1995 SENSE AND SENSIBILITY248 1973 SERPICO249 1988 SEVENTH SIGN THE250 2006 SHOTTAS251 2003 SIN TON NI SONIA252 2000 SNATCH (2000)253 2003 SO CLOSE254 1993 SO I MARRIED AN AXE MURDERER255 1996 SOLO256 2004 SPANGLISH257 2002 SPIDER-MAN (2002)258 2004 SPIDER-MAN 2 (2004)259 2005 SQUID AND THE WHALE, THE260 1986 STAND BY ME261 2005 STATE PROPERTY: BLOOD ON THE STREETS262 2005 STEALTH263 2005 STEAMBOY264 1980 STIR CRAZY (1980)265 1981 STRIPES266 1999 STUART LITTLE267 2002 STUART LITTLE 2268 2005 SUENO269 2004 SUSPECT ZERO270 2002 SWEPT AWAY (2002)271 2001 TAILOR OF PANAMA, THE272 2006 TALLADEGA NIGHTS: THE BALLAD OF RICKY BOBBY273 1976 TAXI DRIVER274 2003 TEARS OF THE SUN275 2003 TERMINATOR 3: RISE OF THE MACHINES276 1995 TEXAS CHAINSAW MASSACRE: THE NEXT GENERATION277 2001 TIME AND TIDE278 2000 TIMECODE279 2004 TOKYO GODFATHERS280 2001 TOMCATS281 1982 TOOTSIE282 1982 TOY, THE283 2000 TROIS284 2002 TROIS 2: PANDORA'S BOX285 1997 TRUTH OR CONSEQUENCES, N.M.286 2003 TSUI HARK'S VAMPIRE HUNTERS287 1970 TWELVE CHAIRS, THE288 2006 ULTRAVIOLET289 2000 UNDER SUSPICION (2000)290 2003 UNDERWORLD (2003)291 2006 UNDERWORLD EVOLUTION292 2000 URBAN LEGENDS: THE FINAL CUT293 1997 U-TURN294 2000 VERTICAL LIMIT295 2004 WARRIORS OF HEAVEN AND EARTH

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296 2002 WASABI297 1973 WAY WE WERE THE298 2000 WHAT PLANET ARE YOU FROM?299 2002 WHAT TO DO IN CASE OF FIRE?300 1998 WHATEVER301 2006 WHEN A STRANGER CALLS (2006)302 2005 WHITE COUNTESS THE303 2006 WICKER MAN, THE (2006)304 1954 WILD ONE THE305 1994 WOLF306 2002 XXX307 2005 XXX: STATE OF THE UNION308 2005 ZATHURA: A SPACE ADVENTURE

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TV SERIES TITLE SEASON RT # EPS

RT # EPS

ACTION SEASON 01 30 13ASTRO BOY (2004 U.S. VERSION) SEASON 01 30 25ASTRO BOY (2004 U.S. VERSION) SEASON 02 30 25BLOOD+ SEASON 01 30 50BOOK OF DANIEL, THE SEASON 01 60 8BOONDOCKS SEASON 01 30 15BOONDOCKS SEASON 02 30 15BREAKING BAD SEASON 01 60 7CASHMERE MAFIA SEASON 01 60 7CREATURE COMFORTS (2007) 30 7DAMAGES SEASON 01 60 13DILBERT SEASON 01 30 13DILBERT SEASON 02 30 17ELLEN SHOW, THE SEASON 01 30 18GODZILLA: THE SERIES SEASON 01 30 40HEAVY GEAR (2000) SEASON 01 30 13HEX (U.K. SERIES) SEASON 01 60 6HEX (U.K. SERIES) SEASON 02 60 13HUFF SEASON 01 60 13HUFF SEASON 02 60 13JACKIE CHAN ADVENTURES SEASON 01 30 13LARRY SANDERS SHOW, THE SEASON 01 30 13ODYSSEY 5 SEASON 01 60 19RESCUE ME (2004) SEASON 01 60 13RESCUE ME (2004) SEASON 02 60 13RESCUE ME SEASON 03 60 13RESCUE ME (2004) SEASON 04 60 13SAMURAI X SEASON 01 30 39THE TUDORS SEASON 01 60 10THE TUDORS SEASON 02 60 10TIL DEATH SEASON 01 30 22TICK, THE SEASON 01 30 9

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EXHIBIT 2

GST

8.6 GST .

8.6.1 Definitions : For the purposes of this Section 8.6 the following definitions apply:

(A)“Adjustment Note” means the same as in the GST Law.

(b) “GST” means the same as in the GST Law.

(c) “GST Amount” means, in relation to a Payment, an amount arrived at by multiplying the Payment (or relevant part of a Payment if only part of a Payment is the consideration for a Taxable Supply) by the appropriate rate of GST.

(d) “GST Law” means the same as in A New Tax System (Goods and Services Tax) Act 1999 (Cth of Australia) or, if that Act is not valid or does not exist for any reason, means any Act imposing or relating to the imposition or administration of a goods and services tax in Australia and any regulation made under that Act.

(e) “Payment” means:

(I) the amount of any monetary consideration other than a GST Amount payable under this Section; and

(II) the GST exclusive market value of any non-monetary consideration (the market value agreed by the parties, acting reasonably),

paid or provided by one party to another for any Supply made under or in connection with this Agreement and includes any amount payable by way of indemnity, reimbursement, compensation or damages.

(f) “Recipient Created Tax Invoice” means the same as in the GST Law.

(g) “Supply” means the same as in the GST Law.

(h) “Tax Invoice” means a tax invoice complying with the requirements of any law about GST.

(i) “Taxable Supply” means the same as in the GST Law.

(j) Capitalised expressions which are not defined in this Section but which have a defined meaning in the GST Law have the same meaning in this Section.

8.6.2 GST payable in addition to Payments : The parties agree that:

(a) all Payments have been set or determined without regard to the impact of GST;

(b) if the whole or any part of a Payment is the consideration for a Taxable Supply and the Payment does not expressly include GST, GST

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Amount in respect of the Payment must be paid to the payee as an additional amount, either concurrently with the Payment or as otherwise agreed in writing; and

(c) the payee will provide to the payer a Tax Invoice or Adjustment Note as appropriate before any GST Amount is payable, unless the payer is entitled to issue a Recipient Created Tax Invoice under Section 8.6.3.

8.6.3 Invoices : The parties agree that:

(a) the payer may issue a Recipient Created Tax Invoice in relation to any Supply which is made by the payee under this Agreement and unless otherwise agreed by the parties, the payee shall not issue a Tax Invoice in relation to that Supply.

(b) where the payer is not permitted under the GST Law or a Ruling made by the Commissioner of Taxation to create a Recipient Created Tax Invoice in relation to a particular Supply under the Agreement, the payee must issue a Tax Invoice to the payer in relation to that Supply .

(c) the payer must provide to the payee a copy of each Recipient Created Tax Invoice that it issues (i) at the same time at which any GST amount is payable, or (ii) within 28 days from the date of determining the value of the Taxable Supply, whichever is the earliest, and the payer must retain the original.

(d) the parties shall comply with any other requirements of the Commissioner of Taxation in relation to the issue of a Recipient Created Tax Invoice.

8.6.4 Registration : Each party:

(a) acknowledges that it is registered for GST at the date of this Agreement, and

(b) will immediately notify the other party if it ceases to be registered for GST or ceases to satisfy any of the requirements of the Commissioner of Taxation in relation to the issue of a Recipient Created Tax Invoice in connection with this Agreement.

8.6.5 Adjustments : If an Adjustment Event arises in respect of a Taxable Supply made by a party:

(a) The GST Amount payable by the other Party under section 8.6.2(b) will be recalculated to reflect the Adjustment Event and a payment will be made by the relevant Party accordingly.

(b) Where the payer issues a Recipient Created Tax Invoice in relation to a Supply it must issue any Recipient Created Adjustment Note in relation to that Supply as required under the GST Law within 28 days from the date of the Adjustment Event and must send a copy of that Adjustment Note to the payee and retain the original instead of an Adjustment Note being issued by the payee.

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8.6.6 GST on claims : The parties agree that:

(a) If a payment to satisfy a claim under or in connection with this Agreement gives rise to a liability to pay GST, the payer must pay, and indemnify the payee against the amount of that GST.

(b) If a party has such a claim for a cost of which that party must pay GST, the claim is for the cost of all GST (except any GST for which that party can obtain an input tax credit).

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EXHIBIT 3

MARKETING ACTIVITIES

1. Externally Placed Advertisements:1.1. Radio:

a. Licensee will allocate $200,000 for placement of radio advertisements for Included Films.

b. Advertisements under paragraph a. will consist of 30 second scripts and will be placed in major capital cities in Australia.

1.2. Online:a. Licensee will allocate $75,000 for the placement of advertisements in high profile

online properties to demographically targeted audiences most likely to be interested in relevant Included Films.

b. Examples of online properties for the purposes of paragraph a. include the following publications for specific audiences:i. female audience: Ninemsn, Dolly, Cleo, Grazia, Australian Women’s Weekly,

Woman’s Day and News Digital Vogue;ii. male audience: IGN, FHM and AskMen; andiii. family: Nickelodeon, Ebay and Ninemsn Windows Live.

2. Allocation of External Advertising Spend:2.1. Licensee may spend up to 20% of the budgets set out in section 1 on production costs.2.2. Subject to confidentiality obligations, Licensee will at Licensor’s request provide details

of Licensee’s actual costs.

3. Licensee Property Advertisements3.1. Homepage Advertisements:

a. Licensee will provide the following advertisements for the Included Films across those “BigPond Websites” (as defined below) agreed by the parties:i. 4.5 BigPond homepage page-skins over 3 periods of 2 consecutive weeks each;ii. 21 BigPond homepage banners over 3 periods of 2 weeks each.

b. Each advertisement in paragraph a. will be 660 x 50 pixels and will constitute a 25% share of voice.

c. Licensee will provide 9 BigPond homepage tiles for the Included Films over 3 periods of 2 weeks each. Each such advertisement will be 100 x 70 pixels.

d. The BigPond Websites include the following:i. BigPond.com (www.bigpond.com);ii. BigPond Movies Downloads (downloads.bigpondmovies.com);iii. BigPond Movies DVDs (dvd.bigpondmovies.com);iv. BigPond Kids (www.bigpondkids.com);v. AFL.com.au (www.afl.com.au);vi. V8 Supercars (www.v8supercars.com.au).

4. Custom BigPond Website Network Advertisements:

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4.1. Licensee will display 12 advertisement tiles for the Included Films over 3 periods of 2 weeks each on the BigPond Sports website (www.bigpondsport.com). Each advertisement will be 300 x 70 pixels.

4.2. Licensee will display 18 advertisement tiles for the Included Films over 3 periods of 2 weeks each on the BigPond News website (www.bigpondnews.com). Each advertisement will be 300 x 70 pixels.

5. Enhanced Communication5.1. Licensee will use commercially reasonable efforts to utilise its customer network to

conduct fast-track promotions of a week’s duration for up to 2 priority Included Films chosen by Licensor each year.

5.2. Fast-track content campaigns under paragraph a. will be custom-designed by Licensee in collaboration with Licensor and are subject to Licensee resourcing. Campaigns shall include substantially all of the following elements:

a. Promotional tiles or editorials in relevant Licensee e-newsletters (e.g. BigPond Music, BigPond Games).

b. Promotion of Included Films on BigpondMovies.com including:i. spotlight position within homepage ‘New Release’ area;ii. extended press kit features including, where possible, feature interviews,

behind-the-scenes clips, scene clips and similar content (which may, at Licensee’s discretion, include a single dedicated page, compiling all information, links, videos and rich media, and editorial related to the Included Film);

iii. promotional tiles placed throughout the website including presence on the homepage, ‘News and Gossip’ section and individual news articles; and

iv. facilitation and promotion of competitions in which Licensee will give away prizes provided by Licensor and related to the relevant Included Film.

c. Promotion on the BigPond Movies digital delivery network including:i. primary promotion as ‘Movie of the Week’ and associated placement on T-Box,

Connected Television interfaces, online and through Windows Media Centres;ii. promotion through editorially driven Featured Movies sections; andiii. promotion through BigPond Movies e-newsletters.

6. All commitments in this Exhibit 3 are subject to the following limitations:6.1. Licensee will promote selected Included Films that are within their License Periods at

the time of promotion. 6.2. Specific promotional activities will be negotiated with Licensor and Licensee’s creative

agencies to create a tailored media plan. 6.3. Particular advertisement placements will be subject to Licensee’s media-buy schedules.6.4. Promotion of Included Films will be integrated with Licensee’s “BigPond” brand.

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SCHEDULE A

WINDOWS DRM VERSION 10 RIGHTS

Deprecated rights are not listed and must not be enabled or specified.

Right Setting CommentsAllowPlay Enabled This right allows the consumer to play protected

content on a computer or devicePlaycount Not set This right specifies the number of times the

consumer is allowed to play protected content. By default, this right is not set and unlimited playing is allowed

AllowCopy Not enabled

This right allows consumers to copy protected content to a device, such as a portable player or portable media, that supports Windows Media DRM 10 for Portable Devices

CopyCount 0 This right specifies the number of times the consumer is allowed to copy content using the AllowCopy right. By default, this right is not set, and unlimited copies are allowed.

AllowTransferToNonSDMI Not enabled

This right allows the consumer to transfer the Windows Media file to a device that supports Portable Device DRM version 1 or Windows Media DRM 10 for Portable Devices.

AllowTransferToSDMI Not enabled

This right allows the consumer to transfer the Windows Media file to a device that supports Portable Device DRM version 1 or Windows Media DRM 10 for Portable Devices.

TransferCount 0 This right specifies the number of times a consumer can transfer a Windows Media file to a device using the AllowTransferToNonSDMI and AllowTransferToSDMI rights

AllowBackupRestore Not enabled

This right allows the consumer to manage licenses by making backup copies and restoring licenses from backups

AllowCollaborativePlay Not enabled

This right allows consumers play protected content in a collaborative session using peer-to-peer services

AllowPlaylistBurn Not enabled

This right allows consumers to copy a Windows Media file from a playlist to a CD in the Red Book audio format

MaxPlaylistBurnCount Not enabled

The maximum number of times a Windows Media file can be copied to a CD as part of a particular playlist

PlaylistBurnTrackCount Not enabled

The maximum number of times a Windows Media file can be copied to a CD, regardless of what playlist it is in

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MinimumSecurityLevel. 2,000 Player applications based on Windows Media Format 9 Series SDK or later with strict security requirements. Included devices Windows Media DRM 10 for Portable Devices and Network Devices.Excludes: Devices based on Windows Media Portable Device DRM v1 or based on Windows CE 4.2 and later

MinimumClientSDKSecurity

Not Set Windows Media Format 7.1 SDK or later

Output Protection Levels for Digital Uncompressed Video Content

SD=250

HD=300

SD content: The Licensed Product must attempt to engage HDCP to protect the video portion of uncompressed decrypted WMDRM Content. Licensed Products must attempt to verify that the HDCP source function is engaged and able to deliver protected content, which means HDCP encryption is operational on the Output; however, the Licensed Product may Pass the video portion of uncompressed decrypted WMDRM Content to Digital Video Outputs even if it fails to verify that the HDCP source function is engaged.

HD content:Licensed Products must engage HDCP to protect the uncompressed Digital Video Content of decrypted WMDRM Content

Output Protection Levels for Digital Compressed Video Content

400 Only protected compressed digital outputs allowed

Output Protection Levels for Analog Video Content

SD = 150.

HD = 200

Licensed Products is Passing the Analog Video Content of decrypted WMDRM Content to Analog Television Outputs, Licensed Products must engage CGMS-A with the CGMS-A field in the copy set to ‘11’ (“no more copies”).

VOD Settings (Temporary Download)BeginDate Start of VOD

windowThis right specifies a date after which the license is valid

ExpirationDate End of VOD window

This right specifies a date after which the license is no longer valid and the Windows Media file can no longer be played

ExpirationAfterFirstUse 48 Hours This right specifies the length of time (in hours) a license is valid after the first time the license is used

ExpirationOnStore 30 days This right specifies the length of time (in hours) a license is valid after the first time the

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license is stored on the consumer's computerDeleteOnClockRollback Not enabled This right deletes the license if the consumer's

computer clock is reset to an earlier time. Use this right if the license also specifies an expiration date

DisableOnClockRollback Enabled This right disables a license if the consumer's computer clock is reset to an earlier time

GracePeriod Not enabled This right specifies the number of hours during which protected content can be played after a device clock becomes unset.

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SCHEDULE C

CONTENT PROTECTION REQUIREMENTS AND OBLIGATIONS

This Schedule C is attached to and a part of that certain VOD License Agreement, dated April [__], 2010 (the “Agreement”), by and between TELSTRA CORPORATION LIMITED (ABN 33 051 775 556) and SONY PICTURES TELEVISION PTY LTD (ABN 83 000 222 391). All defined terms used but not otherwise defined herein shall have the meanings given them in the Agreement.

General Content Security & Service ImplementationContent Protection System. All content delivered to, output from or stored on a device must be protected by a content protection system that includes digital rights management, conditional access systems and digital output protection (such system, the “Content Protection System”).

The Content Protection System shall:(i) be approved in writing by Licensor (including any upgrades or new versions, which Licensee

shall submit to Licensor for approval upon such upgrades or new versions becoming available),

(ii) be fully compliant with all the compliance and robustness rules associated therewith, and (iii) use only those rights settings, if applicable, that are approved in writing by Licensor.

1. Encryption.

1.1. The Content Protection System shall use cryptographic algorithms for encryption, decryption, signatures, hashing, random number generation, and key generation and the utilize time-tested cryptographic protocols and algorithms, and offer effective security equivalent to or better than AES 128 (as specified in NIST FIPS-197) or ETSI DVB CSA3.

1.2. The content protection system shall only decrypt streamed content into memory temporarily for the purpose of decoding and rendering the content and shall never write decrypted content (including, without limitation, portions of the decrypted content) or streamed encrypted content into permanent storage.

1.3. Keys, passwords, and any other information that are critical to the cryptographic strength of the Content Protection System (“critical security parameters”, CSPs) may never be transmitted or permanently or semi-permanently stored in unencrypted form. Memory locations used to temporarily hold CSPs must be securely deleted and overwritten as soon as possible after the CSP has been used.

1.4. If the device hosting the Content Protection System allows download of software then decryption of (i) content protected by the Content Protection System and (ii) CSPs (as defined in Section 2.1 below) related to the Content Protection System shall take place in an isolated processing environment and decrypted content must be encrypted during transmission to the graphics card for rendering

1.5. The Content Protection System shall encrypt the entirety of the A/V content, including, without limitation, all video sequences, audio tracks, sub pictures, menus, subtitles, and video angles. Each video frame must be completely encrypted.

2. Key Management.

2.1. The Content Protection System must protect all CSPs. CSPs shall include, without limitation, all keys, passwords, and other information which are required to maintain the

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security and integrity of the Content Protection System.

2.2. CSPs shall never be transmitted in the clear or transmitted to unauthenticated recipients (whether users or devices.

3. Integrity.

3.1. The Content Protection System shall maintain the integrity of all protected content. The Content Protection System shall detect any tampering with or modifications to the protected content from its originally encrypted form.

3.2. Each installation of the Content Protection System on an end user device shall be individualized and thus uniquely identifiable. [For example, if the Content Protection System is in the form of client software, and is copied or transferred from one device to another device, it will not work on such other device without being uniquely individualized.]

4. The Licensed Service shall prevent the unauthorized delivery and distribution of Licensor’s content (for example, user-generated / user-uploaded content) and shall use reasonable efforts to filter and prevent such occurrences.

Digital Rights ManagementAny Digital Rights Management used to protect Licensed Content must support the following:

5. A valid license, containing the unique cryptographic key/keys, other necessary decryption information, and the set of approved usage rules, shall be required in order to decrypt and play each piece of content.

6. Each license shall bound to either a (i) specific individual end user device or (ii) domain of registered end user devices in accordance with the approved usage rules.

7. Licenses bound to individual end user devices shall be incapable of being transferred between such devices.

8. Licenses bound to a domain of registered end user devices shall ensure that such devices are only registered to a single domain at a time. An online registration service shall maintain an accurate count of the number of devices in the domain (which number shall not exceed the limit specified in the usage rules for such domain). Each domain must be associated with a unique domain ID value.

9. If a license is deleted, removed, or transferred from a registered end user device, it must not be possible to recover or restore such license except from an authorized source.

Conditional Access SystemsAny Conditional Access System used to protect Licensed Content must support the following:

9.1.1. Content shall be protected by a robust approved scrambling or encryption algorithm in accordance section 1 above.

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9.1.2. ECM’s shall be required for playback of content, and can only be decrypted by those Smart Cards or other entities that are authorized to receive the content or service. Control words must be updated and re-issued as ECM’s at a rate that reasonably prevents the use of unauthorized ECM distribution, for example, at a rate of no less than once every 7 seconds.

9.1.3. Control Word sharing shall be prohibited, The Control Word must be protected from unauthorized access.

Protection Against Hacking10. Playback licenses, revocation certificates, and security-critical data shall be cryptographically

protected against tampering, forging, and spoofing.

11. The Content Protection System shall employ industry accepted tamper-resistant technology on hardware and software components (e.g., technology to prevent such hacks as a clock rollback, spoofing, use of common debugging tools, and intercepting unencrypted content in memory buffers).

12. The Content Protection System shall be designed, as far as is commercially and technically reasonable, to be resistant to “break once, break everywhere” attacks.

13. The Content Protection System shall employ tamper-resistant software. Examples of tamper resistant software techniques include, without limitation:

13.1. Code and data obfuscation: The executable binary dynamically encrypts and decrypts itself in memory so that the algorithm is not unnecessarily exposed to disassembly or reverse engineering.

13.2. Integrity detection: Using one-way cryptographic hashes of the executable code segments and/or self-referential integrity dependencies, the trusted software fails to execute and deletes all CSPs if it is altered prior to or during runtime.

13.3. Anti-debugging: The decryption engine prevents the use of common debugging tools.

13.4. Red herring code: The security modules use extra software routines that mimic security modules but do not have access to CSPs.

14. The Content Protection System shall implement secure internal data channels to prevent rogue processes from intercepting data transmitted between system processes.

15. The Content Protection System shall prevent the use of media player filters or plug-ins that can be exploited to gain unauthorized access to content (e.g., access the decrypted but still encoded content by inserting a shim between the DRM and the player).

REVOCATION AND RENEWAL16. The Content Protection System shall provide mechanisms that revoke, upon written notice from

Licensor of its exercise of its right to require such revocation in the event any CSPs are compromised, (a) the instance of the Content Protection System with the compromised CSPs, and (b) any and all playback licenses issued to (i) specific individual end user device or (ii) domain of registered end user devices.

17. The Content Protection System shall be renewable and securely updateable in event of a breach

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of security or improvement to the Content Protection System.

18. The Licensee shall have a policy which ensures that clients and servers of the Content Protection System are promptly and securely updated in the event of a security breach (that can be rectified using a remote update) being found in the Content Protection System and/or its implementations in clients and servers.

ACCOUNT AUTHORIZATION

19. Content Delivery. Content, licenses, control words and ECM’s shall only be delivered from a network service to registered devices associated with an account with verified credentials. Account credentials must be transmitted securely to ensure privacy and protection against attacks.

20. Services requiring user authentication:

The credentials shall consist of at least a User ID and password of sufficient length to prevent brute force attacks.

Licensee shall take steps to prevent users from sharing account credentials. In order to prevent unwanted sharing of such credentials, account credentials may provide access to any of the following (by way of example):

purchasing capability (e.g. access to the user’s active credit card or other financially sensitive information)

administrator rights over the user’s account including control over user and device access to the account along with access to personal information.

RECORDING

21. PVR Requirements. Any device receiving playback licenses must not implement any personal video recorder capabilities that allow recording, copying, or playback of any protected content except as explicitly specified in the usage rules.

22. Copying. The Content Protection System shall prohibit recording of protected content onto recordable or removable media, except as specified in the agreed usage rules.

Outputs23. Analogue Outputs.

If the licensed content can be delivered to a device which has analog outputs, the Content Protection System must ensure that the devices meet the analogue output requirements listed in this section.

23.1. The Content Protection System shall enable CGMS-A content protection technology on all analog outputs from end user devices. Licensee shall pay all royalties and other fees

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payable in connection with the implementation and/or activation of such content protection technology allocable to content provided pursuant to the Agreement.

24. Digital Outputs.

If the licensed content can be delivered to a device which has digital outputs, the Content Protection System must ensure that the devices meet the digital output requirements listed in this section.

24.1. The Content Protection System shall prohibit digital output of decrypted protected content. Notwithstanding the foregoing, a digital signal may be output if it is protected and encrypted by High Definition Copy Protection (“HDCP”) or Digital Transmission Copy Protection (“DTCP”). Defined terms used but not otherwise defined in this Digital Outputs Section shall have the meanings given them in the DTCP or HDCP license agreements, as applicable.

24.1.1. A device that outputs decrypted protected content provided pursuant to the Agreement using DTCP shall:

24.1.1.1. Deliver system renewability messages to the source function;

24.1.1.2. Map the copy control information associated with the program; the copy control information shall be set to “copy never” in the corresponding encryption mode indicator and copy control information field of the descriptor;

24.1.1.3. Map the analog protection system (“APS”) bits associated with the program to the APS field of the descriptor;

24.1.1.4. Set the image_constraint_token field of the descriptor as authorized by the corresponding license administrator;

24.1.1.5. Set the eligible non-conditional access delivery field of the descriptor as authorized by the corresponding license administrator;

24.1.1.6. Set the retention state field of the descriptor as authorized by the corresponding license administrator;

24.1.1.7. Deliver system renewability messages from time to time obtained from the corresponding license administrator in a protected manner; and

24.1.1.8. Perform such additional functions as may be required by Licensor to effectuate the appropriate content protection functions of these protected digital outputs.

24.1.2. A device that outputs decrypted protected content provided pursuant to the Agreement using HDCP shall:

24.1.2.1. If requested by Licensor, at such a time as mechanisms to support SRM’s are available, deliver a file associated with the protected content named “HDCP.SRM” and, if present, pass such file to the HDCP source function in the device as a System Renewability Message; and

24.1.2.2. Verify that the HDCP Source Function is fully engaged and able to deliver the protected content in a protected form, which means:

24.1.2.2.1. HDCP encryption is operational on such output,

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24.1.2.2.2. Processing of the System Renewability Message associated with the protected content, if any, has occurred as defined in the HDCP Specification, at such a time as mechanisms to support SRM’s are available, and

24.1.2.2.3. There is no HDCP Display Device or Repeater on such output whose Key Selection Vector is in such System Renewability Message at such a time as mechanisms to support SRM’s are available.

25. Exception Clause for Standard Definition, Uncompressed Digital Outputs on Windows-based PCs and Macs running OS X or higher):

HDCP must be enabled on all uncompressed digital outputs (e.g. HDMI, Display Port), unless the customer’s system cannot support HDCP (e.g., the content would not be viewable on such customer’s system if HDCP were to be applied)

26. Upscaling: Device may scale Included Programs in order to fill the screen of the applicable display; provided that Licensee’s marketing of the Device shall not state or imply to consumers that the quality of the display of any such upscaled content is substantially similar to a higher resolution to the Included Program’s original source profile (i.e. SD content cannot be represented as HD content).

Embedded Information27. Watermarking. The Content Protection System or playback device must not remove or interfere

with any embedded watermarks in licensed content.

28. Embedded Information. Licensee’s delivery systems shall “pass through” any embedded copy control information without alteration, modification or degradation in any manner;

29. Notwithstanding the above, any alteration, modification or degradation of such copy control information and or watermarking during the ordinary course of Licensee’s distribution of licensed content shall not be a breach of this Embedded Information Section.

Geofiltering30. The Content Protection System shall take affirmative, reasonable measures to restrict access to

Licensor’s content to within the territory in which the content has been licensed.

31. Licensee shall periodically review the geofiltering tactics and perform upgrades to the Content Protection System to maintain “state of the art” geofiltering capabilities.

32. Without limiting the foregoing, Licensee shall utilize geofiltering technology in connection with each Customer Transaction that is designed to limit distribution of Included Programs to Customers in the Territory, and which consists of (i) IP address look-up to check for IP address within the Territory and (ii) either (A) with respect to any Customer who has a credit card on file with the Licensed Service, Licensee shall confirm that the country code of the bank or financial institution issuing such credit card corresponds with a geographic area that is located within the Territory, with Licensee only to permit a delivery if the country code of the bank or financial

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institution issuing such credit card corresponds with a geographic area that is located within the Territory or (B) with respect to any Customer who does not have a credit card on file with the Licensed Service, Licensee will require such Customer to enter his or her home address (as part of the Customer Transaction) and will only permit the Customer Transaction if the address that the Customer supplies is within the Territory.

Network Service Protection Requirements.33. All licensed content must be received and stored at content processing and storage facilities in a

protected and encrypted format using a “state of the art” protection system.

34. Document security policies and procedures shall be in place. Documentation of policy enforcement and compliance shall be continuously maintained.

35. Access to content in unprotected format must be limited to authorized personnel and auditable records of actual access shall be maintained.

36. Physical access to servers must be limited and controlled and must be monitored by a logging system.

37. Auditable records of access, copying, movement, transmission, backups, or modification of content must be securely stored for a period of at least three years.

38. Content servers must be protected from general internet traffic by “state of the art” protection systems including, without limitation, firewalls, virtual private networks, and intrusion detection systems. All systems must be regularly updated to incorporate the latest security patches and upgrades.

39. All facilities which process and store content must be available for Motion Picture Association of America and Licensor audits upon the request of Licensor.

40. At Licensor’s written request, security details of the network services, servers, policies, and facilities that are relevant to the security of the Licensed Service (together, the “Licensed Service Security Systems”) shall be provided to the Licensor, and Licensor reserves the right to subsequently make reasonable requests for improvements to the Licensed Service Security Systems. Any substantial changes to the Licensed Service Security Systems must be submitted to Licensor for approval, if Licensor has made a prior written request for such approval rights.

41. Content must be returned to Licensor or securely destroyed pursuant to the Agreement at the end of such content’s license period including, without limitation, all electronic and physical copies thereof.

Time-Delimited Requirements

42. Secure Clock. For all content which has a time-based window (e.g. VOD, catch-up, SVOD) associated with it, the Content Protection System shall implement a secure clock. The secure clock must be protected against modification or tampering and detect any changes made thereto. If any changes or tampering are detected, the Content Protection System must revoke the licenses associated with all content employing time limited license or viewing periods.

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High-Definition Restrictions & RequirementsIn addition to the foregoing requirements, all HD content is subject to the following set of restrictions & requirements:

43. Personal Computers HD content is expressly prohibited from being delivered to and playable on General Purpose Computer Platforms (e.g. PCs) unless explicitly approved by Licensor. If approved by Licensor, the additional requirements for HD playback on PCs will include the following:

43.1. Secure Video Paths:

The video portion of unencrypted content shall not be present on any user-accessible bus in any analog or unencrypted, compressed form. In the event such unencrypted, uncompressed content is transmitted over a user-accessible bus in digital form, such content shall be either limited to standard definition (720 X 480 or 720 X 576), or made reasonably secure from unauthorized interception.

43.2. Digital Outputs:

For avoidance of doubt, HD content may only be output in accordance with Section 22 and Section 23 above.

43.3. Hardware Root of Trust

The Content Protection System (CPS) and/or the Approved Device on which the CPS executes shall use a hardware means (“Hardware Root of Trust”) which prevents compromise via software attacks, of the Content Protection System. For example, the Hardware Root of Trust may provide some or all of the following functions:

hardware defences against reverse engineering of software

hardware assisted software tamper resistance

hardware secure key storage (and or key use)

hardware assisted verification of software

43.4. Secure Content Decryption.

Decryption of (i) content protected by the Content Protection System and (ii) CSPs (as defined in Section 2.1 below) related to the Content Protection System shall take place in an isolated processing environment. Decrypted content must be encrypted during transmission to the graphics card for rendering

HD Day & Date RequirementsIn addition to the foregoing requirements, all HD content is subject to the following set of content protection requirements:

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44. Analogue Sunset.

After December 31, 2011, all Approved Devices shall limit (e.g. down-scale) analog outputs for decrypted protected Included Programs to standard definition at a resolution no greater than 720X480 or 720 X 576.

45. Additional Watermarking Requirements.

At such time as physical media players manufactured by licensees of the Advanced Access Content System are required to detect audio and/or video watermarks during content playback (the “Watermark Detection Date”), Licensee shall require, within two (2) years of the Watermark Detection Date, that any new devices capable of receiving and decrypting protected high definition content from the Licensed Service that can also receive content from a source other than the Licensed Service shall detect and respond to the embedded state and comply with the corresponding playback control rules.

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