MEMBERSHIP AND SERVICE AGREEMENT
This Membership and Service Agreement ("Agreement") is entered into as of December 6, 2004, by and
between Hotel TV, Inc. DBA Citybuzz.tv ("Participant"), and Citybuzz.tv, Inc. (Company) located at 1775
Broadway, Suite 401, New York, NY 10019.
This Agreement is entered into with reference to the following:
a. Company owns and operates a national advertising rep firm ("Citybuzz.tv").
b. Participant develops advertising, information and entertainment content ("Content") and broadcasts the
Content on closed circuit television systems ("Local Network") to guests and other invitees of hotels, resorts and
spas that accept national advertisements in the following locations: Miami, Ft. Lauderdale, Florida.
c. Participant desires to be represented to national advertisers by Company, and Company desires to sell
national advertising on behalf of Participant on the terms and conditions set forth herein.
d. Company may enter into agreements similar to this Agreement with other participants ("Other Participants")
who develop content for local networks in other locations in order to offer national advertisers a broader
geographic market for distribution of advertising over local networks. Collectively, the Company, Participants
and the Other Participants are sometimes referred to as the "Consortium" in this Agreement.
The term of this Agreement shall commence upon execution of this agreement and shall continue for a period of
18 months. This Agreement shall automatically renew for additional periods of 18 months unless either party
sends the other party written notice of its intention not to renew, at least 60 days prior to the end of such 18-
month period, or unless otherwise terminated pursuant to Section 10 hereof.
Participant hereby grants Company the right to sell national advertising on behalf of Participant for the Local
Network. In no event shall Company be responsible for securing any minimum amoun