Contracting parties:

RETROMEDYA (Retro Medya Interakt if Teknolojileri A. S.)

registered office: Cyberpark Bilkent 5. Cadde. No:4 Bilkent Ankara

represented by: Mr. Isik Uman

IN for VAT:

registered in: ISTANBUL/TURKEY

(hereinafter only RETROMEDYA)

And

VRINGO, INC.

registered office: 18 E 16th Street, New York, NY 10003

represented by: Steven Glanz

IN for VAT:

registered in: Delaware, United States

(hereinafter only PARTNER)

I. Scope of Agreement

1. The agreement aims at determination of rights and obligations of both parties at preparation and realization of below specified cooperation in the extent and manner specified herein.

2. RETROMEDYA will build a co-branded product in Turkey for Turkish customer with PARTNER from a globally PARTNER owned service on the basis of Turkish GSM operator's standard SMS tariff. RETROMEDYA will provide gateway and marketing support for this co-branded product specified in the appendix A of the agreement and with share in revenue ensuing from operation of the service. PARTNER will provide web hosting services of the project for Turkish consumers and hosting for the downloadable content (application) for this service(s) that is described in the appendix A.

The cooperation is to be realized in providing payment gateway in all of the GSM operators as well as marketing and sales activities in Turkey by RETROMEDYA as a price for the Service specified in the appendix A provided by PARTNER which will be downloaded to consumer's mobile phones, PDA’s or any sim card oriented device from PARTNER's platform for multi-player game .......

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