Recitals

                                                                   Exhibit 10.20

                      ADDENDUM TO MOBILE CHANNEL AGREEMENT
                         DIGITAL GOODS ELECTRONIC WALLET

     This Addendum (the "Addendum") dated 9/26/02 ("Addendum Date"), by and
between AT&T Wireless Services, Inc. ("ATTWS") and Dwango North America, Inc.
("Content Provider") amends the Mobile Channel Agreement dated 9/26/02 (the
"Agreement").

                                    Recitals

     Under the Agreement, Content Provider provides the Content Provider Mobile
Channel for placement on ATTWS' Wireless Data Service for access by Users.
Content Provider wishes to integrate with the AT&T Wireless e-Wallet (defined
below) so that Content Provider may sell certain digital content to ATTWS Users.
This Addendum sets forth certain terms and conditions for the Content Provider
Mobile Channel's integration into the e-Wallet platform and subsequent sale of
digital content to ATTWS Users.

                                    Agreement

NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements herein made, the parties hereto have agreed and do agree as follows:

     1.   Definitions.

     1.1  "Xxxx to Card Transactions" has the meaning set forth in Section 4,
below.

     1.2  "Xxxx to Phone Transactions" has the meaning set forth in Section 5,
below.

     1.3  "Digital Content" means the digital content to be sold by Content
Provider to Users using the e-Wallet.

     1.4  "e-Wallet" means a server-based service powered by Qpass, Inc. which
interfaces with ATTWS' Wireless Data Service to facilitate mobile commerce
transactions by clearing the transaction either in Xxxx to Card Transactions or
Xxxx to Phone Transactions.

     1.5  "Qpass" means Qpass, Inc., ATTWS's vendor for e-Wallet functionality
and limited agent with respect to the receipt of Transaction Data.

     1.6  "Transaction Data" means the following information relating to a
purchase transaction through the Content Provider Mobile Channel conducted by a
User using the e-Wallet: item purchased, date of purchase, access period,
purchase price, total amount of purchase and taxes on purchase, or any other
information that Qpass will require to clear the transaction.

     1.7  "User Documentation" means all documentation provided by ATTWS or
Qpass to Content Provider relating to the e-Wallet, including but not limited to
the Digital Content Provider Quickstart Guide and any other supplements, updates
or amendments to such documentation.

Capitalized terms not otherwise defined in this Addendum have the meanings
ascribed to them in the Agreement.

     2.   Integration.

     2.1  Integration Efforts. Content Provider will perform the necessary
integration efforts as defined in the User Documentation to enable the e-Wallet,
including but not limited to (a) the insertion and maintenance of a Qpass "buy
link" within the Content Provider Mobile Channel linking to the e-Wallet
platform and (b) completion of the Content Provider Worksheet for product and
pricing data required for the e-Wallet platform.

     2.2  Tests. Prior to providing Digital Content to Users of the Content
Provider Mobile Channel, the integration of the Digital Content with the
e-Wallet must pass all acceptance tests required by ATTWS to the reasonable
satisfaction of ATTWS, Qpass, and Content Provider.

     2.3 Integration Fee. Content Provider will pay ATTWS an integration fee in
the amount of [*] for up to ten discrete priced Digital Content products, as
provided in Section 3.2 below. This fee is due and payable within 5 days of
execution of this Addendum. If Content Provider desires to integrate more than
10 discrete priced products, it will pay ATTWS an additional integration fee of
[*] for each such additional discrete priced product.

     2.4. Customer Listing. Content Provider agrees to permit Qpass to include
Content Provider's name in a simple listing of companies using Qpass services.

     3.   e-Wallet.

     3.1  General. The e-Wallet will permit Users to enter certain information
regarding payment credentials for the purchase of Digital Content from Content
Provider. The e-Wallet is powered by the Qpass commerce system for verifying
credentials and managing

FORM: e-Wallet Addendum (Digital Goods)-020418




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*  Certain information on this page has been omitted and filed separately with
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                                        1



transactions for the purchase of Digital Content using the e-Wallet ("Qpass
System"). Based on business rules established by ATTWS, Users may purchase
Digital Content through the e-Wallet using (i) debit or credit cards ("Xxxx to
Card Transactions") or (ii) Xxxx to Phone Transactions (defined in Section 5,
below) as the payment mechanism. When commercially available, the default
payment mechanism will be Xxxx to Phone for Users qualified to use Xxxx to Phone
(as determined by ATTWS).

     3.2  Digital Products and Subscriptions. For purposes of this Agreement, a
"discrete priced product" means a product with a different price point from
other products of Content Provider or is a different type of product. For
example, games and ring tones may be different products. However, different ring
tones at the same price point will be considered the same discrete priced
product. As provided in the User Documentation, Content Provider must submit a
Content Provider Worksheet (the current version of which is attached as Exhibit
A) for each product it desires to sell through the e-Wallet. Whether or not a
product is a discrete priced product will be governed by the User Documentation.
If Content Provider desires to offer subscription services, Content Provider
must offer such subscription services for full-month terms of no less than one
full month. If the initial term of a subscription service extends beyond
one-month periods (for example, 12-month terms), the subscription services may
not automatically renew at the end of the initial term for the same length, but
may continue automatically only on a month-to-month basis.

     3.3  Pricing. Content Provider will be responsible for pricing its Digital
Content to be sold to Users through the e-Wallet; provided that no transaction
may be priced less than [*] excluding taxes or any other governmental
fees or charges ("e-Wallet Threshold"). The parties agree that ATTWS may alter
the e-Wallet Threshold on thirty days' written notice to Content Provider.
Notwithstanding the foregoing, to the extent that Content Provider charges a
subscription fee for access to Digital Content, the subscription fee that
Content Provider charges to Users of ATTWS Wireless Data Service shall be no
higher than the subscription fees charged by Content Provider to the users of
any competitor of ATTWS for the same or similar Digital Content.

     3.4  Sharing of Information. ATTWS may share the terms of this Addendum
with Qpass so that Qpass may properly perform the administration of payment for
e-Wallet transactions.

     4.   Xxxx to Card Transactions. The following provisions relate to Xxxx to
Card Transactions only.

     4.1 Billing. Billing for Xxxx to Card transactions through the e-Wallet
will be made to a User's credit or debit card registered with the e-Wallet and
will be posted on the credit or debit card as described in the User
Documentation. By agreeing to make its Digital Content available for purchase
through the e-Wallet, Content Provider appoints Qpass as its Digital Content
reseller for Xxxx to Card Transactions. In that regard, Content Provider will
not appear on User credit and debit card statements as the merchant of record.
User information contained in the e-Wallet will be provided by Users. ATTWS does
not warrant the accuracy of the information provided by the User nor does it
warrant the identity of the User.

     4.2  Collection and Settlement; Chargebacks. Qpass will collect amounts
posted to User's credit or debit card account and will remit any amounts so
collected to Content Provider, less the Transaction Fees owed to ATTWS as
described in Section 4.3 below and less any offsets for chargebacks, refunds or
credits; provided, however, neither ATTWS nor Qpass will have any obligation to
remit any amount until the earlier of (a) the payment period by which aggregate
amounts owing to Content Provider for e-Wallet purchases exceed $500, or (b) the
end of the calendar year. Settlement will be made in accordance with Qpass
billing and remittance policies in effect from time to time, which policies will
be provided by ATTWS to Content Provider.

     4.3. Transaction Fees. For each Xxxx to Card Transaction, Content Provider
will pay ATTWS a transaction fee of i) [*] per transaction for transactions
under $1.00 and ii) [*] of the retail price point of the transaction, excluding
taxes, surcharges or any other governmental fees or assessments, for
transactions of $1.00 or more ("Transaction Fee"). If the proceeds from a
purchase have been collected by Qpass and remitted to Content Provider, and such
proceeds are later subject to a chargeback, then Qpass will pay the applicable
chargeback fee and debit Content Provider's remittance for the portion that had
previously been remitted. Proceeds from purchases that are later refunded are
not reflected in sales revenue and no Transaction Fees are collected by Qpass.

     4.4  Payment Terms. Qpass will collect the revenue from Users for Xxxx to
Card Transactions. The Transaction Fee will be collected from the monthly
amounts collected from Users. Transaction Fees will be payable by Content
Provider the month that Qpass collects the proceeds from such purchases and
Content Provider will pay such Transaction Fees by allowing ATTWS to retain the
applicable Transaction Fees.

FORM: e-Wallet Addendum (Digital Goods)-020418




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                                        2



     5.   Xxxx to Phone Transactions. The following provisions relate to Xxxx to
Phone Transactions only.

     5.1  General. For purposes of this Agreement, "Xxxx to Phone" is the
billing functionality that allows qualified Users (as determined by ATTWS) to
purchase Digital Content through the e-Wallet, either in single transactions, on
a subscription basis or through bundles, and to have those purchases appear on
the Users' bills for Wireless Data Service. Xxxx to Phone may, at ATTWS' sole
discretion, appear under an ATTWS brand name and any such Xxxx to Phone branding
will be considered a Xxxx of ATTWS and subject to the restrictions on the use of
Marks contained in the Agreement. Content Provider may not sell hard goods or
any other types of goods other than Digital Content in Xxxx to Phone
Transactions.

     5.2  Appointment as Payment/Receiving Agent; Use of Payment Processor.
Content Provider hereby appoints ATTWS as its agent for the collection of
payments for Digital Content purchased from Content Provider in Xxxx to Phone
Transactions and for the remittance of such payments (subject to the provisions
below) to Content Provider.

In that regard, Content Provider agrees that:

(a)  ATTWS may, in its sole discretion, select a bank ("Payment Processor") to
     process payments from accounts of ATTWS to accounts of Content Provider in
     order to complete payment of User purchases made through Xxxx to Phone.
     Content Provider acknowledges and agrees that in no event will Payment
     Processor have any obligation or liability to Content Provider arising from
     Xxxx to Phone Transactions or payments arising from Xxxx to Phone
     Transactions, regardless of the form of the claim, under this Addendum, the
     Agreement, or any other agreement between or among ATTWS, Payment Processor
     and their customers, or otherwise. Without limiting the generality of the
     preceding sentence, Content Provider also acknowledges that Content
     Provider is not a third party beneficiary of any agreement between ATTWS
     and Payment Processor or between Payment Processor and customers of the
     Xxxx to Phone service.

(b)  Content Provider acknowledges that ATTWS does not and will not extend
     credit to Content Provider hereunder or otherwise.

(c)  ATTWS will have sole discretion as to whether, and to what extent, to
     pursue collection against a User. Content Provider may not seek payment
     directly from Users for Xxxx to Phone transactions, whether or not ATTWS
     pays Content Provider for such transactions and whether or not such
     transactions are subject to chargeback or reversal.

(d)  Content Provider acknowledges that ATTWS will establish a process to handle
     chargebacks and/or reversals for disputed Xxxx to Phone Transactions,
     Content Provider agrees that ATTWS, as agent for Content Provider for these
     purposes, may charge back or reverse prior Xxxx to Phone Transaction
     payments or eliminate current Xxxx to Phone charges from a customer's xxxx,
     if the User disputes such charge, is unsatisfied with the Digital Content
     for any reason or alleges that Xxxx to Phone Transactions were
     unauthorized. In addition, if a Xxxx to Phone Transaction is cleared
     through Qpass and Content Provider is paid for such transaction, but such
     Xxxx to Phone Transaction later turns out to be "unbillable" by ATTWS (for
     example, because the customer no longer has a valid account), then ATTWS
     may charge back any amounts paid to Content Provider. If a Xxxx to Phone
     Transaction is subject to charge back or reversal after this Addendum has
     terminated or expired. ATTWS will invoice Content Provider for the amount
     of such charge back or reversal and Content Provider will promptly pay such
     amount.

     5.3  Xxxx to Phone Transaction Limits. Content Provider acknowledges that
ATTWS may in its discretion from time-to-time impose purchase limits for Xxxx to
Phone Transactions and ATTWS may reject Xxxx to Phone Transactions (i) to the
extent such transactions bring the total value of a User's Xxxx to Phone
Transactions in any calendar month to more than the purchase limit per month
($50 at the present time), or (ii) if the User is delinquent in paying his/her
ATTWS bills or otherwise has not maintained the User's account in good standing.
At its discretion and subject to the User's agreement, ATTWS may redirect
rejected Xxxx to Phone Transactions to Xxxx to Card Transactions.

     5.4 ATTWS Service Fee and Payment Terms; Bad Debt Risk. Content Provider
will owe ATTWS a service fee ("Service Fee") for Xxxx to Phone Transactions
during any month equal to: i) [*] per transaction for transactions under [*] and
ii)

FORM: e-Wallet Addendum (Digital Goods)-020418




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                                        3



[*] of the Retail Purchase Price of Digital Content for transactions of [*] or
more. For these purposes "Retail Purchase Price" means the gross price charged
to the User, excluding any applicable taxes, surcharges or other governmental
fees or assessments. Content Provider will bear the risk of Xxxx to Phone
Transaction payments that are not collected from a User ("bad debt"). In that
regard, Content Provider authorizes ATTWS to withhold the current bad debt fee
of [*] of the Retail Purchase Price of Digital Content purchased in Xxxx to
Phone Transactions during any month to cover bad debt ("Bad Debt Withholding").
At its discretion, ATTWS may, upon notice to Content Provider (i) adjust the
amount of the future Bad Debt Withholding to reflect actual experience with Xxxx
to Phone Transaction bad debt, and (ii) charge back or refund, as the case may
be, Content Provider for actual bad debt in excess of or under the amount
withheld. ATTWS will have the right, in accordance with its business systems and
procedures, to allocate partial User payments for a "look-back period" between
Xxxx to Phone Transactions and other charges payable by the User to ATTWS for
purposes of calculating actual bad debt and ATTWS shall be paid first for all
User partial payments. For purposes hereof, the "look-back period" will be a
180-day period commencing on the date that the subject account is written off
(or such other review period as ATTWS adopts). Payments for Xxxx to Phone
Transactions will be made by ATTWS through the Payment Processor to Content
Provider, net of applicable Service Fees, Bad Debt Withholding and other
chargebacks, offsets, credits, refunds and, if applicable, taxes. Although
payments will be made on a monthly basis, such payments generally will trail
sixty to ninety days after the date of the subject Xxxx to Phone Transaction.
Content Provider hereby authorizes ATTWS to offset against funds held by ATTWS
and owed to Content Provider, to recover any chargebacks, credits, refunds or
reversals for a given period. Notwithstanding any chargeback, credit, refund or
reversal for a Xxxx to Phone Transaction, ATTWS will be entitled to retain the
Service Fee and, subject to any subsequent adjustments based on actual bad debt
experience, the Bad Debt Withholding with respect to such transaction.

     6.   Taxes.

     On behalf of Content Provider, ATTWS will report and remit to the
applicable governmental entities any sales/use or similar end-user taxes or fees
which may be assessed in respect of Content Provider's sale of Digital Content
for Xxxx to Card Transactions or Xxxx to Phone Transactions. The jurisdictions
for which such taxes should be charged and the categorization of products for
the purpose of calculating taxes will be determined by ATTWS by reference to its
own internal processes for ATTWS' digital content. Content Provider will be
responsible for all other taxes, charges and governmental fees with respect to
the sale of Digital Content that may apply, including all taxes based on the net
income, franchise, property and/or net worth of Content Provider.

     7.   Responsibility for Digital Content

As between ATTWS and Content Provider, all risks and liabilities for the
purchase of the Digital Content by the User through the e-Wallet, including but
not limited to the risks of non-payment and fraud, are the responsibility of
Content Provider. If the proceeds from a purchase have been collected by ATTWS
and remitted to Content Provider, and such proceeds are later subject to a
chargeback, credit or refund, then ATTWS will charge the appropriate amounts
back to Content Provider by either offsetting such chargeback, credit or refund
against any other amounts owed by Content Provider to ATTWS or invoicing Content
Provider for such amounts.

     8.   Customer Care

     8.1  Billing Disputes. As between the parties, ATTWS will have sole
responsibility for settling any billing disputes with Users regarding the
purchase of Digital Content through the e-Wallet. If ATTWS, in its sole
discretion, determines that a full or partial refund should be granted to a
User, ATTWS may grant such refund. If such refund takes place after Content
Provider has received payment for the subject transaction, Content Provider will
pay its portion of the refunded amount to ATTWS and ATTWS may offset such
amounts against any other amounts owed by ATTWS to Content Provider or ATTWS may
invoice Content Provider for such amount. If such refund takes place before
Content Provider has received payment for the transaction concerned, Content
Provider will not receive payments for such transaction and Content Provider's
account with ATTWS will be adjusted accordingly.

     8.2  Customer Support. Content Provider will provide first-tier customer
care for Users with respect to the use and functionality of Content Provider's
Digital Content. In that regard, Content Provider will provide a hyperlink or
email address to its customer care support center for integration into the
e-Wallet digital receipt on the ATTWS Personal Web Site and on the Content
Provider Mobile Channel. ATTWS will provide first-tier customer care for Users
with respect to the billing of Digital Content purchased via the e-Wallet.

FORM: e-Wallet Addendum (Digital Goods)-020418




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*  Certain information on this page has been omitted and filed separately with
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                                        4



     9.   Reports and Information.

     9.1  Reports. Qpass will provide Content Provider with reports via a
password-protected web site regarding Digital Content purchased from Content
Provider through the e-Wallet, including the Transaction Data from Xxxx to
Phone or Xxxx to Card Transactions.

     9.2  Transaction Data. Transaction Data will be considered Content Provider
User Data for purposes of the Agreement, Content Provider hereby grants ATTWS a
perpetual, irrevocable, royalty-free license to use the Transaction Data for
internal purposes in order to optimize mobile commerce within the ATTWS Wireless
Data Service, including but not limited to compilation of Transaction Data for
the presentation of a digital receipt to the User and maintaining a User profile
for the delivery of services and information to the User. ATTWS may distribute
the Transaction Data to Qpass or other vendors or agents to assist ATTWS in its
permitted use of the Transaction Data, provided that such vendors or agents are
under confidentiality obligations at least as restrictive as ATTWS with respect
to the Transaction Data. Moreover, ATTWS may disclose Transaction Data to the
extent it is required to do so by law. ATTWS and its vendor may provide
aggregate reports to third parties containing Transaction Data provided that
such reports do not disclose any personally identifiable information about
Content Provider or any User.

     10.  Indemnification.

In addition to its indemnification obligations under the Agreement, Content
Provider agrees to indemnify, defend and hold ATTWS and its directors, officers,
employees and suppliers harmless from and against any claims arising from or
relating to Content Provider's provision, promotion, advertising or delivery of
the Digital Content. Further, each party will indemnify the other for claims
arising from or relating to a violation of law by the indemnifying party.

     11.  Warranties.

     11.1 Representation and Warranty. ATTWS represents and warrants to Content
Provider that it has the full power and authority to enter into this Addendum
and to make the e-Wallet, Xxxx to Phone and Xxxx to Card services available as
set forth herein.

     11.2 Disclaimer. THE WARRANTY SET FORTH IN SECTION 11.1 CONSTITUTES THE
ONLY WARRANTY MADE WITH RESPECT TO THE E-WALLET, XXXX TO CARD TRANSACTIONS, XXXX
TO PHONE TRANSACTIONS OR THE PERFORMANCE OF SERVICES RELATED THERETO PROVIDED
UNDER THIS ADDENDUM. ATTWS SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WRITTEN
OR ORAL, STATUTORY, EXPRESS OR IMPLIED, RELATING TO THE E-WALLET, XXXX TO CARD
TRANSACTIONS AND XXXX TO PHONE TRANSACTIONS INCLUDING WITHOUT LIMITATION, ANY
WARRANTY OF CONTENT PROVIDERABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
WARRANTIES ARISING FROM A COURSE OF DEALING, TRADE USAGE OR TRADE PRACTICE.

     12.  Term and Termination

     12.1 Term. The term of this Addendum will commence on the Addendum Date
and, unless terminated earlier as provided below, will end one year thereafter;
provided that the Addendum will continue on a month-to-month basis thereafter.

     12.2 Termination for Convenience. After the first six months of the term of
this Addendum, either party may terminate the Addendum upon thirty days' prior
written notice to the other party.

     12.3 Termination for Cause. Either party may terminate this Addendum upon
not less than thirty day's prior written notice to the other party of any
material breach by such other party, provided that the other party has not cured
the material breach within the thirty-day period. Either party may terminate
this Addendum upon written notice to the other party if the other party 1)
becomes financially insolvent, 2) makes an assignment for the benefit of
creditors, 3) has an Order for Relief under the United States Bankruptcy Code
entered by any United States Court against it, or 4) has a trustee or receiver
of any substantial part of its assets appointed by any court.

     12.4 Immediate Termination. This Addendum will terminate immediately,
without prior notice to either party, upon the following events: (a) termination
or expiration of the Agreement or (b) termination or expiration of ATTWS'
agreement with Qpass to provide the e-Wallet functionality (unless, in the case
of (b), ATTWS notifies Content Provider that this Addendum will continue).

     12.5 Continued Use. To the extent that Content Provider decides to
discontinue using the e-Wallet for any Digital Content service while this
Addendum still is in effect, Content Provider must continue to provide access to
the Digital Content sold using the e-Wallet to existing customers that purchased
such Digital Content through the subscription or use period as determined by the
terms and conditions of the customer's initial purchase from Content Provider.
Upon termination of this Addendum for

FORM: e-Wallet Addendum (Digital Goods)-020418
                                        5



any reason, Content Provider must continue to provide access to the Digital
Content sold using the e-Wallet to existing customers that purchased such
Digital Content through the subscription or use period as determined by the
terms and conditions of the customer's initial purchase from Content Provider.

     13.  Relationship to Agreement.

This Addendum amends and supplements the Agreement with respect to the matters
addressed in this Addendum. To the extent the Agreement (or a separate addendum)
includes provisions relating to revenue sharing or e-Wallet, this Addendum
supersedes and replaces such provisions. If there is a conflict between the
Agreement and Addendum with respect to the matters covered by this Addendum, the
terms of this Addendum will control. The NDA among the parties is incorporated
herein by this reference. The parties agree that the disclosure of User
Documentation to Content Provider is subject to the NDA.

     14.  Relationship to Qpass.

Content Provider and ATTWS agree that Qpass is the third-party beneficiary of
this Addendum and the Agreement and will have the right to bring direct claims
against Content Provider for breaches of such agreements to the extent Qpass is
harmed by such breaches. Content Provider covenants and agrees not to bring any
claims directly against ATTWS with respect to the Qpass System. ATTWS agrees
that Content Provider may make direct claims against Qpass for failure to
properly provide the Qpass System; provided, however, Qpass will not be liable
to Content Provider under any circumstances for the incidental, consequential
(including lost profits), special or punitive damages of Content Provider or for
any damages in excess of Five Thousand Dollars ($5,000).

IN WITNESS WHEREOF, the parties have duly executed and delivered this Addendum
as of the Addendum Date.

AT&T Wireless Services, Inc.            Dwango North America, Inc.


By  /s/ Xxxxxxxxx Xxxxxxx               By  /s/ F. Xxxxxx Xxxxxxxx
    ----------------------------------      ------------------------------------
Name  XXXXXXXXX XXXXXXX                 F. Xxxxxx Xxxxxxxx III _________________
      --------------------------------
Title VICE PRESIDENT                    Senior Vice President Business
      BUSINESS DEVELOPMENT              Development
      --------------------------------


FORM: e-Wallet Addendum (Digital Goods)-020418
                                        6



                                    EXHIBIT A

                           CONTENT PROVIDER WORKSHEET


FORM: e-Wallet Addendum (Digital Goods)-020418
                                        7



                                   Schedule 1

                              Integration Services

Integrating Content Provider Digital Content under the e-Wallet involves
configuring associated settings in the e-Wallet systems and Digital Content.
Activation Services performed by ATTWS and/or Qpass:
     .  Configure the Content Provider Digital Content for access to the Content
        Partner Assistance Center ("XXXX", the online activity reporting and
        support site for Content Provider partners).
     .  Configure end-user support system settings for the Content Provider's
        offerings (policies for escalating support incidents, contact names for
        service downtimes, etc.),
     .  Setup up of up to ten discrete priced products based on template forms.
     .  Provide the Content Provider with the most current system documentation
        and step-by-step service set-up guide.

ATTWS and/or Qpass will manage the integration process, as follows:

Within 3 business days of receiving notification and Content Provider contact
information from ATTWS, will send the Content Provider the current system
documentation and step by step service setup guide.

Within 3 business days of receiving the completed Digital Content activation
worksheet from the Content Provider, will configure the Digital Content for
access to the XXXX, generalized support policies, and other settings to affect
the startup of the Content Provider's account within the e-Wallet systems.

Within 3 business days of receiving the completed Content Provider's Digital
Content offering configuration worksheet, will attempt to configure the new
Content Provider offering in the e-Wallet systems and either 1) notify the
Content Provider that the offering has been successfully configured and is ready
for testing, or 2) notify the Content Provider of what modifications to the
worksheet are necessary in order for a functional product to be configured.

Certification Services

Before a new Digital Content offering is placed into a production environment,
Content Provider will request an e-Wallet certification. A new offering will
pass certification if the purchase process and subsequent access period control
works from end to end in accordance with expected product behavior (see
documentation).

If a Content Provider offering does not pass certification, will provide a
written report detailing why it did not pass and what actions the Content
Provider can take to make the offering certifiable. If a Content Provider
offering does not achieve certification on its second submission, the Content
Provider must contract with Qpass for professional service assistance at the
then-prevailing rates.

Upon receipt of Content Provider's request for each product certification, will
within 2 business days either certify the product and move it into a production
environment, or issue a report to Content Provider detailing why it did not pass
and what actions the Content Provider can take to make the offering certifiable.


FORM: e-Wallet Addendum (Digital Goods)-020418
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                                   Schedule 2

                      e-Wallet Service for Digital Content

The e-Wallet for Digital Content contains two forms of payment mechanisms for
the sale of premium Digital Content, Xxxx to Phone and Xxxx to Card.

The e-Wallet for Digital Content manages the entire transaction process,
including:

..  Account provisioning - simplifies consumer registration and account set-up at
   any time when signing up for wireless service, on a wired or wireless portal,
   or at the point of purchase.

..  Authentication - determines whether a consumer is authorized to make certain
   purchases or access a product through a combination of username and the most
   appropriate form of authentication (password, PIN, voice print, or phone
   number) determined by the device or carrier. The e-Wallet authenticates
   transactions at the payment-method level, to detect whether users have the
   appropriate credentials attached to their accounts and to ensure that the
   payment method (including credit and debit cards, stored-value and draw-down
   accounts, direct carrier billing, and prepaid accounts) is valid and
   sufficiently funded.

..  Transaction Management - extends carriers' billing and customer management
   systems to ensure that transactions occur seamlessly and that payment is
   distributed to all parties in the transaction. The e-Wallet supports and
   manages the entire financial transaction and payment process, including
   spending-limit enforcement, real-time authorization, rating of purchase
   requests against business rules, transaction processing and capture, purchase
   aggregation, collection of funds, remittance, and distribution of revenue to
   multiple parties.

..  Product Management - product management tools allow Content Providers to
   create, distribute, and promote the sale of Digital Content. The e-Wallet
   supports a wide range of business models, packages, and price points,
   allowing Content Providers to create and sell a variety of different
   products.

..  Reporting - Through a password-protected online site, the Content Partner
   Assistance Center (XXXX), the e-Wallet provides Content Providers with
   comprehensive consumer and sales data in two formats: Preformatted HTML
   reports and downloadable raw transaction data, in zipped ASCII format.

..  Customer Support - The e-Wallet Online Assistance Center provides
   self-service account management functions for Users. The Customer Care Center
   provides Users and Content Providers with direct access to purchase
   information as well as tools and support to maintain tier-one service, such
   as conduct refunds and update account information.

ATTWS, either directly or through Qpass, will provide Content Provider with the
User Documentation, including the Digital Content Quickstart Guide. The parties
agree that the User Documentation is provided for information purposes only to
assist Content Provider with its integration with the e-Wallet. Neither ATTWS
nor Qpass makes any representations or warranties in or concerning the User
Documentation.

FORM: e-Wallet Addendum (Digital Goods)-020418
                                        9