<SEQUENCE>2

<FILENAME>disservagreement.txt

<DESCRIPTION>DISTRIBUTION SERVICES AGREEMENT

<TEXT>

                         Distribution Services Agreement



         THIS DISTRIBUTION SERVICES AGREEMENT (the "Agreement") is made this

___7th__ day of September, 2005 by and between ICOA, INC., a Nevada corporation

("ICOA") and OOH! TV, Inc., a Maryland corporation ("OOH").



         WHEREAS, ICOA is a neutral-host broadband wireless Internet network

provider for operators of airports, QSRs, metro zones, marinas, convention

centers and other high-traffic public locations; and



         WHEREAS, OOH is developing a web portal for the delivery of content

targeted at wireless Internet users; and



         WHEREAS, OOH wishes to engage ICOA to provide access to the OOH mobile

web portal through ICOA's networks; and



         WHEREAS, ICOA has agreed to provide such services to OOH on the terms

and conditions set forth herein;



         NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, the parties agree as follows:



1.       Definitions.



                  A. ICOA Network - Wired or wireless infrastructure owned

         and/or controlled by ICOA that provides access to the Internet. Venues

         that offer services through the ICOA Network consist of various brands.



                  B. ICOA Affiliate Network - Wired or wireless infrastructure

         that provides access to the Internet where (a) such infrastructure is

         not owned or ultimately controlled by ICOA, and (b) ICOA provides one

         or more services for the owner of the affiliate network, and ICOA may

         desire to deliver OOH Pages on the Affiliate Network,



                  C. OOH Page(s) - One or more web pages hosted by OOH and

         delivered through (a) ICOA's Network and (b) ICOA's Affiliate Network,

         under the terms of this Agreement. The format and content of the OOH

         Page shall meet the specifications on Appendix A.



                  D. Landing Page -A web page presented to end users of the ICOA

         Network or ICOA Affiliate Network immediately following their

         successful log-in .



                  E ICOA Portal - One or more web pages presented to end users

         of the ICOA Network or ICOA Affiliate Network that allows the end user

         to create an account, log into the system, and perform similar

         functions.



                  F. Whitelisted Pages - Web pages that are viewable by an

         end-user even if they have not authenticated via the ICOA Portal.



<PAGE>



2.       OOH Page Delivery



         OOH shall, at its sole cost, be responsible for hosting, development,

         and delivery of the OOH Pages. OOH shall use it best efforts to insure

         that, except for scheduled maintenance, OOH Pages are available 24

         hours /day, 365 days/year. Scheduled maintenance activities which will

         disrupt delivery on OOH Pages shall be coordinated between OOH and

         ICOA, to minimize the disruption to the ICOA Network and the ICOA

         Affiliate Network.



3.       ICOA Portal Promotion



                  A. ICOA shall, on a non-exclusive basis, provide one or more

         places on the ICOA Portal for the placement of a banner advertisement

         for OOH Pages ("OOH Portal Banner"). The format and placement of the

         banner advertisement will be determined by mutual agreement of both

         Parties.



                  B. Upon mutual agreement by both Parties, different OOH Portal

         Banners may appear on different ICOA Portals or ICOA Affiliate Portals.



                  B. The OOH Portal Banner shall be hosted by OOH.



                  C. The OOH Portal Banner may be changed from time-to-time by

         OOH, provided that any OOH Portal Banner must be approved by ICOA. Such

         approval will not be unreasonably withheld. Although the graphic itself

         may change, it is anticipated that the name associated with the OOH

         Portal Banner and the format of this banner will not be changed once it

         has been placed on the ICOA Portal.



                  D. The OOH Portal Banner may, at OOH's request, be linked to a

         Whitelisted web page ("Portal OOH Page"). The URL of the Portal OOH

         Page will not change once it has been placed on the ICOA Portal.



                  E. In order to support advertising requirements, additional

         Whitelisted pages may be linked to the Portal OOH Page. OOH will work

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC