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									                  TERMS FOR THE PRIVATE PLACEMENT
                  OF UP TO 80 UNITS ($2.000,000) OFTEN PERCENT (10%)






                   b-InTune Online Television Network, Inc.         1
                          468 North Camden Drive
                          Beverly Hills, CA 90210





                   b-InTune Online Television Network, Inc.         2
                          468 North Camden Drive
                          Beverly Hills, CA 90210

Unit description:
Each Unit consists of;
   • One $25,000 Debenture at an
       annual interest rate of ten-percent
       (10% per annum) maturing 36
       months from the date of the
       or in lieu of interest,
   • an annual coupon payment of
       $1.25 per 250 registered b-
       InTune Online 3D Television
       Network, Inc. viewers, which
       ever is the greater.
   • Debentures are convertible into
       shares of the b-InTune Online 3D Television Network, Inc. at a conversion price
       of $1.00 per share exercisable at anytime during the 36 month term of the
   • 25,000 common stock purchase warrants for shares of the b-InTune Online 3D
       Television Network, Inc. exercisable at $1.00 within 3 years of the unit
       subscription date.
   • Fully converted including the attached warrants, the Debenture units in the
       aggregate, represent an sixteen percent (16%) equity ownership in the b-InTune
       Online 3D Television Network, Inc.
   • Debentures are senior to all 3DOTv liabilities.

Issuer: b-InTune Online 3D Television Network, Inc. (3DOTv).

Rate: Ten percent (10%) per annum or an annual coupon payment of $1.25 per 250
       registered 3DOTv viewers at the time of the Debenture payment. Interest or
       coupon payments are due and payable within thirty days (30) of the end of each
       annual Debenture period. Interest or coupon payments are pro-rated and paid
       within thirty days (30) of the date of any Debenture conversion to common stock.

Term: Thirty Six (36) months unless converted earlier by the Debenture holder.

Amount to be raised: Up to $2,000,000 (*)

Price per Unit: $25,000 – 3DOTv reserves the right to issue fractional units.

Number of Units Offered: 80 units (*)

(*) Debenture units may be oversubscribed at the Issuer’s sole discretion.

                          b-InTune Online Television Network, Inc.                       3
                                 468 North Camden Drive
                                 Beverly Hills, CA 90210
Rights of Debenture Holders:
The holders of the Debentures are not entitled to vote on matters voted on by the holders
of 3DOTv common stock. The Debentures shall, with respect to rights on liquidation,
winding up or dissolution, whether voluntary or involuntary (collectively “creditor
action”), rank senior to the common stock, meaning the holders of Debentures are
entitled to recover, any distribution from a creditor action before the holders of common
stock receive any such distribution.

Escrow of Proceeds:
The Issuer will use the Debenture proceeds as they become available in accordance with
Use of Proceeds set forth herein.



Offering Expiration Date:
March 1, 2011 unless otherwise extended by the issuer.

Use of Proceeds:
The 3DOTv intends to use the net proceeds from the Debenture offer to:
   • Convert content from 2D to 3D;
   • Internet technology services for the network structure and delivery of 3D digital
       video over the Web;
   • Establish a data center collocation site;
   • Integrate the 3DOTv social networking components;
   • Complete content licensing agreements;
   • Secure digital ad agency and real-time bidding platform agreements;
   • Email solicitations for the acquisition of registered viewers;
   • Branded 3D glasses for 3DOTv registered viewers.

Placement Commissions and Expenses:
At the 3DOTv’s discretion the Company may elect to compensate non-affiliated
individuals and entities up to $3,000 per Unit for time and expenses incurred in
introducing the Company to prospective investors. 3DOTv Officers and Directors receive
no fees, compensation or other considerations for the placement of the Debenture units.

                          b-InTune Online Television Network, Inc.                          4
                                 468 North Camden Drive
                                 Beverly Hills, CA 90210

The foregoing contains "forward-looking statements" which are based on management's
beliefs as well as on a number of assumptions concerning future events and information
currently available to management. Prospective Investors in the Company’s Debentures
are cautioned not to rely on such forward-looking statements, which are not a guarantee
of performance and are subject to a number of uncertainties and other factors, many of
which are outside 3DOTv's control, such factors could cause actual results to differ
materially from such statements. For a more detailed description of the factors that could
cause such a difference, please see the section titled “Risk Factors”.

3DOTv disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise. This
information is presented solely to provide additional information to further understand
the various planned transaction and the anticipated results of the 3DOTv.

Forward-looking statements that you generally can identify by our use of words such as
“believe,” “expect,” “estimate,” “may,” “will,” “should,” or “anticipate,” or by any
discussion that involves risks and uncertainties. We often use these types of statements
when discussing:

   •   our plans and strategies;
   •   anticipated revenues from designated markets;
   •   the development of our businesses;
   •   the markets for our services and products;
   •   anticipated capital expenditures;
   •   operations support systems;
   •   changes in regulatory requirements; and
   •   matters that are not historical facts.

We caution you that these forward-looking statements are only predictions and estimates
regarding future events and circumstances. We cannot assure you that we will achieve the
results reflected in these statements. Actual results may differ materially from those pre-
dicted in the forward-looking statements as a result of various factors, including those set
forth in “Risk Factors.” Other risks we face that could cause us not to achieve these re-
sults include, but are not limited to, our ability to do the following:

   •   successfully market our services to current and new customers;
   •   interconnect with and develop cooperative working relationships with competitive
       local exchange carriers;
   •   develop efficient operations support systems and other back office systems;
   •   successfully and efficiently transfer new customers to our networks and access
       new geographic markets;
   •   identify, finance and complete suitable acquisitions;
   •   install network equipment; and
   •   obtain line capacity, rights-of-way, building access rights, and any required
       governmental authorizations, franchises, and permits.
                          b-InTune Online Television Network, Inc.                         5
                                  468 North Camden Drive
                                  Beverly Hills, CA 90210
Regulatory, legislative and judicial developments could also cause actual results to differ
materially from the future results reflected in our forward-looking statements. You should
consider all of our subsequent written and oral forward-looking statements only in light
of such cautionary statements. You should not place undue reliance on these forward-
looking statements and you should understand that they speak only as of the dates we
make them.

                                   PLAIN ENGLISH

Regulations promulgated by the Securities and Exchange Commission require that
written information disclosing details regarding business activities, financial data and
other information relative to the operation of a business be stated in clear understandable
and concise terms (Plain English). In this regard references to “us”, “we”, “our” and “the
Company” collectively refer to the b-InTune 3D Television Network, Inc. Conversely
references to “you” and “investor” collectively refer to prospective purchasers of the
Debenture units offered under the terms of this Private Placement and Supplemental
Information. Prospective investors are urged to contact the Company to obtain additional
explanations of technical terms, acronyms, or any other statements that are not clear to


                          b-InTune Online Television Network, Inc.                        6
                                  468 North Camden Drive
                                  Beverly Hills, CA 90210

                                               The 3DOTv is nearing completion of a
                                               digital video portal for the delivery of
                                               three dimensional (3D) entertainment
                                               across the worldwide Web.

                                               In addition to its own software and
                                               programming the Company has developed,
                                               licensed and/or aggregated certain digital
                                               video technologies, software, trade secrets,
                                               automated 2D to 3D video conversion and
                                               encoding procedures, network ar-
                                               chitecture, television, music, concert, and
                                               entertainment libraries, educational
                                               programming, 3D video messaging,
                                               advertising sales and strategic marketing
partnerships, social networking platform, and proprietary audience acquisitions tools for
the delivery and monetization of online 3D video on-demand.

The 3DOTv network seeks to be the premier Internet destination for viewing and
interacting with 3D content from independent producers, studios, videographers,
musicians, educators, animators, and user generated content.

3DOTv believes there is an immediate opportunity in the production, licensing and
conversion of 2D content to 3D creating a new paradigm in Web entertainment. To that
end, the Company is building a 3D digital television network for transmission across the
Web. The 3DOTv expects to capture a significant share of Internet audiences resulting in
the creation of a number of profit centers including, advertising, producer income, 2D to
3D conversion fees, licensing fees, and Ecommerce sales representing a significant and
sustainable income.

3DOTv believes its technologies, content licensing, social networking components, 3D
video messaging, and proprietary audience capture tools will grow the 3DOTv network
into the dominant worldwide Web portal for 3D entertainment.

A vast majority of the development work for the 3DOTv has already been completed by
virtue of the joint ownership of the Company between b-InTune Communications, Inc.
(b-InTune) and the Visionet Television Network, Inc. (Visionet), who in the aggregate
have contributed in excess of two million dollars in cash, equipment, and cash
equivalents to its development.

                          b-InTune Online Television Network, Inc.                        7
                                 468 North Camden Drive
                                 Beverly Hills, CA 90210
Remaining development prior to launch of the 3DOTv network are:

       Configurations of network servers for the delivery of 3D digital video over the
       2D to 3D content conversion programming and studio setup;
       Establish a data center collocation site;
       Integration of the 3DOTv social networking components and 3D video messaging
       Structure, maintain, solicit and complete content licensing agreements;
       Secure digital ad agency and real-time bidding platform agreements;
       Distribute free online b-InTune publications and Email invitations to join the
       3DOTv as a registered viewer;
       Deliver of branded 3D glasses to 3DOTv registered viewers.

The 3DOTv network will initially utilize an anaglyph
stereoscopic 3D format requiring 3D glasses. As the 3DOTv
grows the network will offer viewers 3D auto-stereoscopic
monitors (no glasses) and accessories at preferential pricing to its
registered viewers for enhancing their viewing experience.

Register 3DOTv viewers receive free 3D glasses and
subscriptions to b-InTune online publications containing
ancillary content and features related to the 3DOTv network's
programming. The branded glasses (e.g. such as Pepsi, Nike,
McDonald, etal.) are part of an extended 3DOTv advertising
campaign for potential sponsors.

Advertising income
Advertising sales represents a significant portion of the 3DOTv’s projected income and
will play a major role in monetizing the network.

In this regard, the method for selling digital display advertising space is undergoing a
fundamental change. The traditional method of soliciting "agency buys" for the Web is
being displaced by automated advertising placement from Google and tools such "Real
Time Bidding" (RTB) platforms. RTB offers advertising buyers an online interface for
buying, monitoring, and modifying advertising campaigns across multiple Web sites.

Website publishers such as the 3DOTv can maximize the sale of advertising space and
idle inventory in a real-time environment that matches site traffic and demographics to
targeted agency buys. Moreover, advertising buyers can adjust "on the spot" ad buys
based on real-time traffic and visitor response as opposed to waiting for days or weeks
for reports analyzing the success of a campaign. In other word, RTB can match
3DOTv members with advertisements they have specific interest; advertisers will pay a
premium for the delivery of such targeted messages.

                           b-InTune Online Television Network, Inc.                        8
                                  468 North Camden Drive
                                  Beverly Hills, CA 90210
For example, using RTB, a retailer selling athletic gear can bid $5 CPM (cost per 1000
impressions) for ad impressions on the 3DOTv network, and specify it will pay $10
CPM for viewer browsers that visit the 3DOTv sports channel. Details of the ad
impressions are passed to the retailer’s bidding platform in real time by the RTB taking
into account the retailer’s increased bid. This technology lets advertisers and agencies
continuously tailor and hone their display ad campaigns, and alter their bids and ads, to
reach the customers they want to attract.

Google recently purchased demand-side RTB platform "Invite Media" adding to their
three main ad-placement products, AdSense, Ad serving, and the DoubleClick Ad
Exchange that work together to help online publishers of all sizes and types maximize
their advertising revenue. RTB technologies help website publishers, such as the 3DOTv,
maximize ad revenues to sell their inventory smarter, safer, more efficiently, and utilizing
the best monetization opportunities for their audiences.

While RTB is expected to assist the 3DOTv to quickly earn advertising revenue Google’s
Adsense, Adserving, and Ad Exchange programs are also expected to significantly
enhance advertising revenues. Google’s strategic partnerships’ for creating advertising
income streams with Web publishers like the 3DOTv is summarized as follows;

Leveraging Google’s Advertising
Platforms and Access
Google believes better technology aids
website publishers - of all sizes – to
earn the most advertising revenue
possible from their online content.
Whether the 3DOTV sells advertising
directly, through a contract sales force,
or an ad placement network Google’s automated advertising programs are expected to
create sizable, recurring monthly income for the 3DOTv by virtue of Google’s worldwide
dominance of Web-based advertising.

Maximizing revenues for AdSense partners
Google AdSense network enables the 3DOTv to run relevant ads - including text, image,
rich media and video ads - on our website. Google’s AdSense services over a million
large and small Web publishers who, in the aggregate earned over $5.2 billion in 2009.
Google AdSense helps publishers, like 3DOTv, get the most revenue possible for ad
space, without having to directly manage advertiser relationships.

Google automatically maximizes 3DOTv revenues every time a page loads. Google does
this in real time, by selecting the most valuable ad, from AdWords advertisers and a large
pool of other competing ad networks and buyers who have access to AdSense ad space
through Google’s DoubleClick Ad Exchange.

                          b-InTune Online Television Network, Inc.                          9
                                  468 North Camden Drive
                                  Beverly Hills, CA 90210
Maximizing revenues from multiple sales channels
Google also maximizes the advertising revenues of a website that sells ads directly,
through ad networks, and digital RTB agencies.

For example, a segment of the 3DOTv sports channel is geared for sports fans on the
West Coast using a contract advertising sales team to sell website ad space directly, while
making ad space available to various digital ad networks and real time bidding platforms.
The 3DOTv, like most major online publishers, intends to sell ad space to clients on a
“guaranteed” basis.

Assume the 3DOTv sales team sells one million specific ad impressions, on particular
days, to a regional sports goods chain store for a fixed price of $20 CPM (cost per
thousand impressions). 3DOTv “guarantees” the chain their ads will run a certain number
of impressions within an agreed timeframe. The sales team may also negotiate a deal with
another advertiser for a higher CPM, and so on.

                          b-InTune Online Television Network, Inc.                      10
                                 468 North Camden Drive
                                 Beverly Hills, CA 90210
Maximizing revenues for non-guaranteed ad space
Imagine the 3DOTv west coast sports channel has exclusive rights to premier 2D and 3D
footage involving a star collegiate athlete and links the video to a number of popular
college sports sites. As a result, the 3DOTV experiences a massive traffic surge that
brings millions of new visitors to the site. Since we can’t predict or sell all these
additional impressions on our own we make our ad space available on a “non-
guaranteed” (or “as available”) basis, to a number of ad networks through Google to earn
revenue from all of the unsold ad space.

Maximizing returns for non-guaranteed ad space is indirectly sold across multiple ad
networks, trhough Google’s Double-Click Ad Exchange an commonly know as Google’s
“yield management” solution. The Ad Exchange is a “spot” market for ad space - it
includes ad networks on one side, and online publishers like the 3DOTv on the other
providing us an easy-to-use interface to choose the advertisers we want to bid for our ad

The Ad Exchange puts a large number of ad networks (over 65 at last count, including
twelve of the largest networks in the US) into price competition with each other in a real-
time auction, instead of using pricing assumptions based on historical data, or trying to
negotiate prices upfront, typically at a discount. Ad Exchange chooses the highest value
ad from the competing networks at each moment, impression by impression.
                          b-InTune Online Television Network, Inc.                       11
                                  468 North Camden Drive
                                  Beverly Hills, CA 90210
Going beyond traditional yield management
The Ad Exchange goes further than traditional “yield management.” It provides a
complete revenue maximization program. Through integration with DoubleClick (DFP),
Google “dynamically allocates” ads for its Web publishing partners. Dynamic allocation
is a unique technology that passes Ad Exchange CPM values associated with any non-
guaranteed ad that DFP serves.

Assume 3DOTv has sold an ad for $10 CPM to a pizza chain through an ad network on a
non-guaranteed basis. If the Ad Exchange can provide a higher CPM, the Ad Exchange
will instead deliver the higher priced ad to the 3DOTv site; if the $10 CPM pizza ad rate
is higher than any ad in the Ad Exchange, the chain’s ad is delivered as planned.

As a result of this dynamic allocation, the 3DOTv enjoys a risk-free way to get the
highest real-time revenues for non-guaranteed impressions. Under dynamic allocation, by
definition, the Ad Exchange only serves ads that offer a higher price for ad space. In fact,
analysis shows that the average price a publisher receives for ad space sold through the
Ad Exchange is over 130% higher than the average price of ad space sold directly to ad
networks or similar third parties.

Innovative options
Today’s online publishers, large and small, operate in a complicated and fragmented
advertising environment. Google has focused on providing a full suite of technology
products and advertising solutions - such as AdSense, Ad Serving products, the Ad
Exchange and more - delivering new ways for the 3DOTv to monetize its network.
Google’s dedication to bringing new clients to the online advertising marketplace grows
the advertising pie for the 3DOTv maximizing online advertising revenues from multiple
advertising buyers and platforms.

                          b-InTune Online Television Network, Inc.                       12
                                  468 North Camden Drive
                                  Beverly Hills, CA 90210
3DOTv Producer income
3DOTv income is driven by registered viewers, simply put the more traffic to the 3DOTv
network the greater the revenue. In addition to advertising income the 3DOTv expects to
generate “Producer income” which arises from the pre-sale of 3DOTv ad space to
producers for resale to their program sponsors. The CPM pre-sale and sponsor rates are
variables and can be adjusted based on a particular program’s popularity.

Producers entering into 3DOTv advertising agreements commit to purchase ad space for
twelve episodes at $3 CPM or $14,400 per month based on 200,000 registered viewers at
the end of 3 months. Thereafter the producer purchases ad space based solely on the
number of registered viewers, at its sole option the 3DOTv can adjust the price of its
CPM pre-sale rate, either up or down depending on the demand for ad space. Producers
are free to resell the ad space at whatever price they choose.
Table 1.1 projects income from 7 producers at a $3CPM with variable number of viewers.
 Table 1.1                      Monthly     Resale     Monthly      Monthly      Monthly          Annual

 Clients     Viewers   CPM      Ad cost     CPM      Ad revenue         Share    Income        Income
   7         250,000   $3      $126,000      $25      $1,050,000    $138,600     $264,600     $3,175,200
   7         500,000   $3      $252,000      $25      $2,100,000    $277,200     $529,200     $6,350,400
   7         750,000   $3      $378,000      $25      $3,150,000    $415,800     $793,800     $9,525,600
   7       1,000,000   $3      $504,000      $25      $4,200,000    $554,400    $1,058,400   $12,700,800
   7       1,500,000   $3      $756,000      $25      $6,300,000    $831,600    $1,587,600   $19,051,200
   7       5,000,000   $3     $2,520,000     $25     $21,000,000   $2,772,000   $5,292,000   $63,504,000

The 3DOTv intends to maximize the sale of advertising space and idle inventory in a
real-time environment that matches site traffic, program viewers, and demographics to
targeted agency buys. Moreover, advertising buyers can adjust "on the spot" ad buys
based on real-time traffic and visitor response as opposed to waiting for reports analyzing
the success of a campaign. Using Google technology and RTB platforms the 3DOTv will
be capable of matching viewers with advertisers resulting in enhanced revenue from the
sale of advertising space on the network.

Yahoo and other large Web portals provide advertising placement services similar to
Google, plus there are seventy-five online advertising agencies offering either RTB,
CPM, CTR (Click Through Rate), or CTA (Click Through Action) clients and services.
RTB technologies help website publishers maximize ad revenues for their CPM, CTR,
and CTA inventories.

Audience acquisition – Gaining registered viewers
The 3DOTv increases the value of producer content by expanding the audience through
the network using a variety of engagement technologies for soliciting viewers. These
include Email solicitations, social media interaction, search engine optimization
techniques, viral marketing, and mass media advertising.

                             b-InTune Online Television Network, Inc.                        13
                                    468 North Camden Drive
                                    Beverly Hills, CA 90210
The CPM rate for video advertisements on the Web now exceeds the price of broadcast
television. The 3DOTv network leverages the shift in media buying to create significant
new revenue streams for the network and its content producers.

"…social integration [on the web] is not a nice have for TV programming and marketers
who support TV content, it’s a must have; to be effective marketers requires a digital
video strategy..." Rodney Mason, CMO, Moosylvania

                         b-InTune Online Television Network, Inc.                     14
                                 468 North Camden Drive
                                 Beverly Hills, CA 90210
Worldwide media footprint
According to ZDNet Research there are over 536 million broadband subscribers
worldwide. DSL represents about half of the market, while Fiber, WiMax, and Wireless
the balance. The latter three are the fastest growing access technologies; in the aggregate
revenue from broadband subscribers will surpass $150 billion in 2011.

The 3DOTv network will create a worldwide media ‘footprint’ for exponentially
increasing audiences for producer programming and extending viewership well beyond
the reach of traditional broadcast media. The network will create a community of loyal
viewers that drive advertising revenues, e-commerce, subscription, and pay-per-view

For producer/clients audiences are built in blocks of 100,000 registered viewers
beginning with a baseline of 200,000 viewers using 3DOTv proprietary technologies
known as Group Relevance Identification Programming (GRIP), and Video Blasting

GRIP searches through thousands of Web based databases identifying potential viewers
based on common interests, demographics, occupation, education, entertainment choices
                          b-InTune Online Television Network, Inc.                       15
                                  468 North Camden Drive
                                  Beverly Hills, CA 90210
and numerous other variables to identify those who are expected to have interest in
viewing 3DOTv content. GRIP automatically invites identified groups to subscribe to
producer/client branded free online publications and the 3DOTv network resulting in the
creation of registered viewers.
Free 3DOTv viewer publications electronically deliver online magazines dedicated to our
producers’ content, sponsors, advertisers, products, and e-commerce. The magazines
functions as a “hook” for creating registered viewers from those opting to subscribe to the
free publications. Users browse the magazine by flipping pages with a mouse as if the
magazines are paper publications.

GRIP automated technologies coupled with VidBlast can quickly capture millions of
registered viewers worldwide. The companion technology automates and manages the
upload of keywords, phrases and associated video to approximately sixty video centric
websites or portals on the Web (e.g. Blip, Brightcove, DailyMotion, Hulu, Veoh, Yahoo,
YouTube, etc.). VidBlast automation processes are designed to increase the rank,
relevance, and authority assigned by search engines to the producers’ content.

The combined technologies integrate with Google analytics to generate reports on
3DOTv viewers’ site activity and network traffic. In addition to Google’s site tools the
GRIP/VidBlast programming utilizes analytical techniques including; i) Venn diagrams
for improving site efficiency, ii) content consistency monitoring, iii) competitive site
analysis of meta-data, text strings, key phrases, and power words, and iv) creation,
enhancement, placement, and maintenance of 3DOTv landing pages for selected 3DOTv

GRIP and Video Blasting combine to facilitate the following;

       Global audience capture and retention
       Content monetization
       E-commerce solutions & opportunities
       Competitive analysis
       Enhance the user’s content experience
       Content modification and editing
       Keyword determinations
       Search engine compatibility
       Negative SEO avoidance
       Digital video broadcast integration
       Landing page monitoring and management

                          b-InTune Online Television Network, Inc.                      16
                                 468 North Camden Drive
                                 Beverly Hills, CA 90210
Social networking
The 3DOTv video social network community focuses on registered viewers and members
interaction with the 3DOTv content, music, concerts, special events, and 3D video
messaging. Membership invitation will be offered through Email solicitations through
data-bases containing, in the aggregate, approximately 5 million registered users.

Salient database features;
    • Aggregate registrants: 5 million
    • Contact method: Email
    • Registration Offer: Free EMags
                           Free 3D Glasses
    • Demographic highlights...
            o 60% Urban
            o 35% Suburban
            o 65% White
            o 13% African American
            o 11% Hispanic
            o    9% Asian
            o    2% all other
            o Median age: 27 years old
            Interests and characteristics…
            o Strong affinity for contemporary
                music (e.g. hip-hop, pop, jazz, R&B)
            o High level of digital consciences Enjoy nightlife, concerts, interactive
            o Consider themselves style conscience, voguish, and trend-setters

                            b-InTune Online Television Network, Inc.                     17
                                     468 North Camden Drive
                                     Beverly Hills, CA 90210
3D Video Messaging
Following the launch of the 3D network the 3DOTv will integrate its three dimensional
video Messages (3DVM) component which is currently in development. 3DVM is a from
of near real-time digital video communication between two or more people using
personal computers or other devices, along with shared software clients. 3DVM are
conveyed over a network, such as the Internet. 3DVM targets friend-to-friend social type
network for interpersonal communication, conferencing, and sharing over a variety of
computer operating systems and platforms. 3DVM seeks to become "living Email" as the
new paradigm in personal communications.

3DVM has three major
components; i) automated
server side software for
conversion of 2D video
into three dimensional or
stereoscopic digital video
files for transmission across
the Internet, ii) client side
Web based interface for
decoding and viewing the
3DVM files, and iii)
stereoscopic filtered glasses
or a screen modified to
playback 3D video.

3DVM has three major
components; i) server side software programming that converts digital video into three
dimensional or stereoscopic video files for transmission across the Internet, ii) client side
software for decoded the 3DVM files through a proprietary video player interface, and
iii) 3D glasses or auto-stereoscopic monitors to display 3D video.

3D Video Messaging advantages:

       New communication paradigm
       Personal messaging
       Enhanced ecommerce and merchandising platform
       Rapid dissemination of 3D modeling
       Exciting and engaging visual impact
       Allows greater expression of ideas, products, services, etc.
       Faster learning and understanding
       Unique and informative communication medium
       Tool for remote collaboration
       Enhanced corporate communication.
       Delivery of highly defined demographic entertainment
       VOD information and advertising aid

                           b-InTune Online Television Network, Inc.                        18
                                  468 North Camden Drive
                                  Beverly Hills, CA 90210
In addition to 3D programming, entertainment, and social networking the 3DOTv will
offer 3D hardware, premium entertainment, pay-per-view, and downloads. The 3DOTv
will offer 3D hardware, accessories, and entertainment at preferential pricing for its
registered viewers.

Ecommerce categories include
income from the sale of;

       3D Monitors
       3D Computers
       3D Accessories
       3D Mobile
       3D Broadband
       3D Pay-per-View
       3D Subscriptions
       3D Concerts
       3D Music
       Home electronics
       Exit traffic

Table 1.2 projects Ecommerce activity based on 3DOTv site traffic of 5 million visitors
per month.

Table 1.2
   ECommerce              Percent         Number of      Purchase    Purchase     Monthly           Annual
 Income Centers          site traffic     Purchasers     frequency     price      Income            Income
 3D Monitors                  1.00%             50,000       1          $450.00   $22,500.00        $270,000
 3D Computers                 2.00%            100,000       1          $895.00   $89,500.00   $1,074,000
 3D Accessories               2.00%            100,000       1          $295.00   $29,500.00        $354,000
 3D Mobile                    1.00%             50,000       1          $49.00     $2,450.00         $29,400
 3D Broadband                 1.00%             50,000       1          $19.95      $997.50          $11,970
 3D Pay-per-View              1.00%             50,000       1           $1.95       $97.50           $1,170
 3D Subscriptions             1.00%             50,000       1           $6.95      $347.50           $4,170
 3D Concerts                  1.00%             50,000       1           $6.95      $347.50           $4,170
 3D Music                    20.00%          1,000,000       6           $0.95     $5,700.00         $68,400
 Electronics (average)        1.00%             50,000       1          $250.00   $12,500.00        $150,000
 E-Books                      1.00%             50,000       1          $195.00    $9,750.00        $117,000
 Referrals (average)          1.00%             50,000       1          $10.00      $500.00           $6,000
                                                                                   $173,690    $2,084,280

                             b-InTune Online Television Network, Inc.                          19
                                        468 North Camden Drive
                                        Beverly Hills, CA 90210
Connecting the dots -
3DOTv site monitoring
Lack of continuous and
accurate analysis of the
Web users discussion and
interaction with the 3DOTv
site translates into multiple
missed opportunities to
increase traffic and income.

In this regard the 3DOTv
will license a flexible, web-
based social network
monitoring and
engagement platform that
tracks Web posts,
comments and content
relative to 3DOTv brands,
products, content, and
audience. Know as
Radian6, the analytics
aggregate Web data into a
set of visual tools for
interaction with social
network participants
providing "front-line"
interaction and social
media insights regarding
the 3DOTv around the
clock. The Radian6
interface responds to posts
across multiple networks
and reports the impact
providing the social media
intelligence to monetize,
improve, and expand the
3DOTv network.

Radian6 literally scans over 100 million sites and sources, including blogs, photos,
videos, forums, Facebook, Google Buzz, Twitter and others to get real-time posts
relevant to the 3DOTv network creating meaningful engagement, and reach for the
network. With Radian6 the 3DOTv filters social networking data by media type, and
geographic regions drilling down comments, posts, links, social profiles for Web EQ
influencers providing data specific to key media types. The process allows 3DOTv
engagement and outreach to people and media outlets that drive network traffic,
expansion and audience acquisition.

                           b-InTune Online Television Network, Inc.                    20
                                  468 North Camden Drive
                                  Beverly Hills, CA 90210
b-InTune Online Television Network, Inc.   21
       468 North Camden Drive
       Beverly Hills, CA 90210
‘Droid’ 3DOTv over wireless networks
Advances in wireless technology in 2010 have created a new breed of what essentially
are inexpensive handheld computers in the form of 'Smartphones' that can playback
'television-like' video across 4G (and 3G) wireless networks including Sprint, Verizon, T-
Mobile, and AT&T.

4G coverage areas are becoming more ubiquitous throughout the US. For example,
Sprint’s 4G network is now in 65 markets and will be completely nationwide by the end
of this year. Verizon 4G LTE network is in 38 markets and is expected to be fully
deployed by the end of 2013.

Sprint’s 4G network infrastructure supports download speeds up to 6mb/sec and
Verizon’s is reported to be twice as fast. The bandwidth in these new generation
networks provide more than ample bandwidth to carry high quality digital video
programming to mobile handsets within their respective coverage areas (currently about
150 million people in the US.).

The Google owned Android mobile operating
system (OS) is the dominant choice in the US,
and according to Canalys, a technology research
firm, now number two globally. Manufacturers
installed Android on 9.1 million Smartphones
shipped in the US between July 1 and Sept. 30,
2010 giving the software 43.6 percent of the
smartphone market during the period, up from
34 percent in the second quarter of this year.

Worldwide, manufacturers shipped 20.3 million
Android phones in the third quarter up nearly
1300 percent from the same period last year
giving Android twenty five percent of the global
market second only to the Symbian OS
predominantly found on Nokia phones.

Android is an Open Source Operating System, meaning the 3DOTv can develop its own
3D applications that fully integrate with Android powered handsets (e.g. HTC Evo 4G,
Samsung Behold II, Motorola Cliq, T-Mobile myTouch, etal.). 3DOTv programming can
be delivered to handsets in anaglyph format (glasses required) or auto-stereoscopically
using lenticular lens overlays for the phone screens allowing the projection of 3D mobile
entertainment from the handsets. 3D games are already emerging for Android devices as
the Android OS includes support for high performance 3D graphics via the OpenGL API.

‘Droid-3D’ has the potential to become an immense companion technology for the 3D
Online Television Network capable of distributing 3D and HD-like mobile entertainment
with or without glasses. The 3DOTv intends to develop and distribute 3D mobile
applications following the launch of the Web based 3DOTv.

                          b-InTune Online Television Network, Inc.                     22
                                 468 North Camden Drive
                                 Beverly Hills, CA 90210

3D Formats
There are a number of 3D
stereoscopic video technologies. The
salient formats including anaglyph,
lenticular, side by side, cross-eyed,
interlaced, mirrored, parallel, image
reverse, under-over, and Pulflich
effect. These formats all "trick" the
brain into seeing depth or
holographic images.

These formats are best suited for
computer monitors and liquid crystal
displays (LCD and collectively;
"screens") because they use
polarized light which human eyes
are insensitive to the light waves
transmitted from the screens. 3D is
transmitted by selectively blocking
the light path with glasses or filters.

Auto-stereoscopic screens (no
glasses) typically utilize lenticular
filters or parallax barriers where the
monitor in essence wears the
filtering glasses as opposed to the
viewer. Manufacturers are using a
range of different technologies
employing lenticular lenses or
parallax barriers that redirect
incoming imagery to several viewing
regions allowing the viewer to
perceive different images with each
eye creating a 3D effect.

Lenticular 3D filters are an array of lenses, designed to create views from slightly
different angles. Parallax barriers consist of a layer of material with a series of precision
slits, allowing each eye to see a different set of pixels, creating a sense of depth of field.

All monitors, whether glasses or auto-stereoscopic, require the content to be produced in
3D or converted from 2D to 3D. Typically video shot in 3D (dual cameras) renders the
best quality. Converted content can achieve similar results through frame analysis, scene
perspective adjustments, compression, audio synchronization, etc.

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                                   468 North Camden Drive
                                   Beverly Hills, CA 90210
Anaglyph 3D is the probably the most prolific glasses format (red\cyan, blue\yellow,
green\magenta lenses); the cost of "paper frame" 3D glasses is minimal. Lenticular
overlays are available for cellular phones making 3D content universally available to any
handset with a viewing screen that has video playback capability and Internet access
(about 80% of cellular telephones now in use).

LG, Phillips, Sharp, Samsung, and Dell have released 22" to 30" auto-stereoscopic
monitors priced from $300 to $1,000. Asus offers a no glasses notebook computer for
about $800; the market for 22" desktop monitors ranges from $300 to $500. NVidia
offers a 3D desktop package from $179 to $298. Toshiba offers a 3D (glasses required)
notebook for $1,600 that supports screen refresh rates of 120Hz to improve image

Stereoscopic imaging is a technique capable of recording three-dimensional visual
information or creating the illusion of depth in an image. Human vision uses cues to
determine relative depths in a perceived scene. Some of these cues are:

         Occlusion of one object by another
         Visual angle of an object of known size
         Convergence of parallel edges (linear perspective)
         Vertical positioning (objects higher in a scene are perceived as further away)
         Haze, color de-saturation, and bluish hue
         Change in size of pixel detail

The above cues are present in two-dimensional images including, photographs, and
television. Stereoscopy is the enhancement of the illusion of depth by presenting a
slightly different image to each eye.

Traditional stereoscopic imaging consists of creating a 3D illusion using an offset pair of
2D images creating depth perception in the brain with a minor deviation equal to the
perspectives that both eyes naturally receive in binocular vision. Anatomically, there are
three levels of binocular vision required to view stereo images: i) Simultaneous
perception, ii) binocular 'single' vision (Fusion), and iii) Stereopsis.

Stereoscopic video is created by offsetting two data streams through time shifting the
encoding of one stream in relation to the other. The viewer wears low-cost eyeglasses
which contain a pair of analyzing filters. Light that is left-circularly polarized is
extinguished by the right-handed analyzer, while right-circularly polarized light is
extinguished by the left-handed analyzer. The result is similar to that of stereoscopic
viewing using linearly polarized glasses, except the viewer can tilt his or her head and
still maintain left/right separation.

The lack of 3D content, other than games and select movies, creates a unique opportunity
to convert 2D content to 3D for distribution across the Internet through the 3DOTv. The
network intends to position itself as the premier 3D destination for viewing, discussing,
interacting, or purchasing 3D entertainment. The 3DOTv will be the first 3D social
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network offering its members 3D video messaging, video chat, and preferential pricing
on 3D accessories including, autostereoscopic monitors (no glasses), custom glasses,
desktop, and cellular telephone 3D lenticular conversion kits.

Auto-stereoscopic monitors display stereoscopic images without the use of special
headgear or glasses; it includes two broad classes of displays:

i ) those that use head-tracking to ensure that each of the viewer's two eyes sees a
different image on the screen, and ii) those that display multiple views eliminating the
need to know where the viewers' eyes are. Auto-stereoscopic displays include parallax
barrier, lenticular, volumetric, electro-holographic, and light field displays.

Computer monitors and LCD displays (collectively; "screens") use polarized light
because human eyes are insensitive to the light waves. Screens project 3D by selectively
blocking the light path with glasses or filters. The underlying precept in no glasses auto-
stereoscopy is the monitor wears the glasses as opposed to the viewer.

Typical auto-stereoscopic 3D displays use lenticular lenses or parallax barriers integrated
into flat panel LCD monitors. The optics redirect incoming imagery to several viewing
regions. Viewers perceive different images with each eye creating the illusion of 3D with
multiple viewing zones. A parallax barrier mask integrated with a LCD display directs
light from alternate pixel columns to each eye. Each eye sees a different set of pixels

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                                  468 North Camden Drive
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creating a sense of three dimensional depth. Parallax barrier displays also allow instant
switching between 2D and 3D modes as the light barrier becomes completely transparent
when current is passed across the display. A disadvantage is the viewer must be
positioned in a well defined spot to experience the 3D effect.

A lenticular displays use an array of magnifying lenses, designed so that when viewed
from slightly different angles, images are magnified creating an illusion of depth when
viewed from different angles. Philips solved a significant problem with lenticular
displays by slanting the lenses with respect to the underlying pixel grid producing
monitors running up to a 2160p resolution of 3840×2160 pixel with 46 viewing angles.

All monitors, whether viewed through glasses or autostereoscopics, require the content to
be produced in 3D or converted from 2D to 3D. Typically video shot in 3D (dual
cameras) renders the best quality. Converted content can achieve similar results through
frame analysis, scene perspective adjustment, compression, audio synchronization, etc.

The conversion process is both an art and a science. The 3DOTv utilizes software,
encoding parameters, and certain trade secrets arising from twenty-five years of
management, and technological experience in the digital conversion of feature length
films, television programs, live concerts, and sporting event. 3DOTv has established
procedures, and techniques for rendering high quality digital conversions that meet the
most discerning standards of the entertainment industry.

3DOTv conversions can output multiple 3D formats including automated color and
perspective correction. Formats include Anaglyph, Parallel, Interlaced, Above/Below,
DLP 3D, and 8/9 Tile supporting NVidia 3D Vision, eDimensional, Eye3D, Interlaced,
Sync Doubled, and auto-stereoscopic displays.

3DOTv encoding templates
 Video type                                                           data-rate threshold
 Low motion video, user generated content, 3D video messaging            up to: 300 kb/sec.
 Animation, anime, cartoons, slides, graphics                            up to: 500 kb/sec.
 Television programming, motion pictures, concerts, live events          up to: 1000 kb/sec.
 sports games, high motion and extreme sports events                     up to: 2000 kb/sec.

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                                   468 North Camden Drive
                                   Beverly Hills, CA 90210
2D to 3D Conversion income
Conversion services for producers and ancillary clients will initially be billed at $400 per
hour. Table 1.3 project the cost and profit from fifteen clients for 3D content conversion
of thirty minute television programming.

Table 1.3
        clients            cost/hour    price/hour    income/mo.     annualized
           15                    $79           $400       $12,000      $144,000

Variables:                 cost/mo.
                Studio        $3,000
     Equipment lease          $1,500
   Software licensing          $200
          Technicians         $3,000
     Hosting/Storage           $200
               Utilities       $600
   All other overhead         $1,000
  Show size (minutes)             30
   Time/show (hours)               4

3D Online player
The 3DOTv player is a Web-based multiple format 3D stereoscopic media player
supporting just about any stereo format including non-stereo psuedo-3D simulations. The
3D player instantiates as an Adobe Flash® applet (Flash 10) allowing 3D content
playback on virtual every computer, regardless of its operating system. The following
table summarizes the player’s controls and functions;
 Interface control             Function
 Caption panel                 Text caption for the current image or video.
 Media Panel                   Clickable thumbnail images for playing specific
                               video files.
 Player Panel                  Standard playback controls play, pause, stop,
                               previous, next, and first. The seek frame slider
                               shows the progress of the video playback;
                               once the video file downloads the slider acts as
                               a fast forward or reverse control.
 Display Panel                 Selection options for 3D formats.
 Convergence Slider            Controls the stereo depth of the “pop-up” effect,
                               and the focus for time-for-space animation
                               (“wiggle” or “wobble”); the Stretch checkbox fills
                               the entire display.
 Anaglyph Boost slider         Raises the brightness and contrast of the display.
                               The applet doesn't support the patented ColorCode
                               3D® amber-blue filters, but it can render a non
                               patented yellow-blue color scheme.

                              b-InTune Online Television Network, Inc.                    27
                                       468 North Camden Drive
                                       Beverly Hills, CA 90210
Hardware marketing
The 3DOTv intends to offer 3D video hardware, monitors, notebook computers, mobile
devices, pay-per-view entertainment, and content to network members at preferential
prices. Similar to strategies used by Sony for promoting the sale of Playstations, or
Microsoft's sale of its XBox gaming console, 3DOTv registered viewers will be offered
hardware upgrades to enhance the 3D viewing experience. Hardware based 3D playback
can provide a more… "in your face pop-up" viewing experience as opposed to
stereoscopic perspective imaging.

The 3DOTv viewing experience can be significantly enhanced through non-polarized
(no glasses) 3D monitors and notebook computers. The technology for non-polarized
devices is in its burgeoning stages as is the market creating a variety of sales and
distribution opportunities worldwide. The 3DOTv intends to position itself to exploit this
new paradigm in consumer entertainment by entering into a series of agreements for
licensing the technology for manufacturing, sales, and distribution. The 3DOTv also
intends to negotiate licensing, distribution and resale agreements for both polarized and
non polarized 3D products including "off the shelf" solutions such as NVidia graphics
cards and Asus 3D notebook computers.
The 3DOTv expects a significant portion of its viewers to ultimately migrate from
filtered viewing glasses to non-polarized displays. The ease of viewing and superior 3D
imaging is expected to make 3DOTv 3D branded appliances "must have" devices for a
large portion of its viewers.

Salient Off-the-Shelf 3D components
NVIDIA® 3D Vision™ technology is a combination of
Graphics Processor Units (GPU), specialized 3D glasses,
software, certified displays and projectors that deliver an
immersive 3D experience on the PC or workstation. A 3D
Vision PC can fundamentally change the way viewers
interact with a PC. There are an abundance of existing PC
games, and to a lesser extent Blu-ray 3D movies, yet very
little content featuring general entertainment, music, and
events. Many people haven't even seen 3D of the caliber
that Nvidia is currently offering, and so they have no idea
how smooth and crisp it is compared to the fuzzy double-
vision experience of years past.

LG redefines standards with LG W63D, a full HD 3D
monitor created for a new level of gaming and
entertainment. Its Full HD resolution comes complete with
120Hz refresh rate, allowing clear 3D picture quality by
cross-minimization through 172Hz data processing. W63D
series reproduces incredibly realistic 3D effect to stimulate
the imagination. LG monitors reproduce images at 120
frames per second to provide exceptional reproduction of

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pure 120Hz next-generation fast motion pictures in 2D mode while displaying more vivid
3D video in the shutter glasses 3D system.

The Asus VG236H monitor is a 23" widescreen panel that features a 120Hz refresh rate,
1920 x 1080 resolution, and a NVIDIA 3D Vision kit to is promoted as “the road to
stereoscopic 3D bliss”. 23" monitors are currently the sweet spot for displays, so it makes
sense for companies to introduce new products at this specific size.

For $1,699 Asus offers its G51J 3D laptop with a 120Hz LCD panel, an Intel Core i7
CPU, and a high-end Nvidia GeForce GTX 260M GPU, and comes bundled with a pair
of Nvidia's active glasses and the USB-powered IR emitter required to make the glasses
work. A competitive feature of Asus computer is it's already integrated into a reasonably
priced Core i7 gaming laptop, so the set-up and research into compatible hardware
components is almost entirely eliminated.


                          b-InTune Online Television Network, Inc.                      29
                                 468 North Camden Drive
                                 Beverly Hills, CA 90210
                               3DOTv FINANCIALS
                 b-InTune 3D Online Television Network, Inc. (3DOTv)
                                  January 1, 2011



 Cash                                                                        $          5,000.00
 TOTAL CURRENT ASSETS                                                        $          5,000.00

  Accounts Receivable                                                        $       450,000.00
  Property & Equipment                                                       $       125,000.00
  Intellectual Property, patents,                                            $     2,000,000.00
  technologies, and trade secrets
  Organizational fees                                                        $         1,000.00
 TOTAL OTHER ASSETS                                                          $     2,576,000.00

 TOTAL ASSETS                                                                $     2,581,000.00



 Payables                                                                    $              0.00
 TOTAL CURRENT LIABILITIES                                                   $              0.00


  10,000,000 authorized,                8,000,000      $0.01   par value     $        80,000.00
  Additional paid-in capital                                                 $     2,501,000.00
 TOTAL STOCKHOLDER EQUITY                                                    $     2,581,000.00         (1)

 STOCKHOLDERS EQUITY                                                         $     2,581,000.00

(1) The initial contributions to the capital of the 3DOTv were made by b-InTune Communications, Inc.
(b-InTune), and Visionet (Visionet) in return for equity ownership in the 3DOTv. These assets of cash
and cash equivalents include intellectual property, patent disclosure filings, content and technology
licensing, computer and digital video equipment and the group’s respective interest in the television
syndication agreement with Tastemakers Television Network, Inc. In the aggregate the contributions
have been valued by the 3DOTv at $2,581,000.

                            b-InTune Online Television Network, Inc.                           30
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                                    Beverly Hills, CA 90210
                                     RISK FACTORS

We have identified the following factors as being risks to our business, or at least as
having the potential to affect our operations adversely. The order of presentation should
not be construed to imply the seriousness of the risk or the likelihood of its occurrence.

Risks related to the 3DOTv.

•   The future effects of telecommunication regulations are uncertain.
    The 3DOTv could become subject to direct regulation by the FCC and various state
    agencies by offering IPTv and other telecommunications services. The regulations
    that apply to telecommunications services change from time to time and we cannot
    predict the effect that such changes may have on our business.

•   Net neutrality regulations could significantly affect the cost of broadband service
    in the United States.
    The principle advocates no restrictions by Internet service providers and governments
    on content, sites, platforms, the kinds of equipment that may be attached, and the
    modes of communication. The principle states that if a given user pays for a certain
    level of Internet access, and another user pays for the same level of access, then the
    two users should be able to connect to each other at the subscribed level of access.

    Since the early 2000s advocates of net neutrality and associated rules have raised
    concerns about the ability of broadband providers to use their last mile infrastructure
    to block Internet applications and content (e.g., websites, services, protocols), even
    blocking out competitors. In the US particularly, but elsewhere as well, the possibility
    of regulations designed to mandate the neutrality of the Internet has been subject to
    fierce debate.

    Neutrality proponents claim that telecom companies seek to impose a tiered service
    model in order to control the pipeline and thereby remove competition, create
    artificial scarcity, and oblige subscribers to buy their otherwise uncompetitive
    services. Many believe net neutrality to be primarily important as a preservation of
    current freedoms. Vinton Cerf, considered a "father of the Internet" and co-inventor
    of the Internet Protocol, Tim Berners-Lee, creator of the Web, and many others have
    spoken out in favor of network neutrality.

    Opponents of net neutrality characterize its regulations as "a solution in search of a
    problem", arguing that broadband service providers have no plans to block content or
    degrade network performance. In spite of this claim, certain Internet service providers
    have intentionally slowed peer-to-peer (P2P) communications. Still other companies
    have acted in contrast to these assertions of hands-off behavior and have begun to use
    deep packet inspection to discriminate against P2P, FTP and online games, instituting
    a cell-phone style billing system of overages, free-to-telecom "value added" services,
    and bundling. Critics of net neutrality also argue that data discrimination of some
    kinds, particularly to guarantee quality of service, is not problematic, but is actually
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    highly desirable. Bob Kahn, the other co-inventor of the Internet Protocol, has called
    the term net neutrality a "slogan" and states that he opposes establishing it, but he
    admits that he is against the fragmentation of the net whenever it becomes excluding
    to other participants.

•   The registered viewer rate for 3DOTv service may occur more slowly than we
    There is no assurance that we will generate sufficient revenues from 3DOTv site
    traffic or producer income to become profitable. The sale of 3DOTv advertising is
    largely dependant on attracting viewers for our 3D content, and resale of advertising
    by our participating producers is also completely viewer dependant. Our 3D content,
    ecommerce, subscription entertainment, pay-per-view offerings, and social
    networking services may not attract widespread demand or market acceptance for any
    number of reasons.

Risks related to our business in general

•   We have yet to produce a profit from our 3DOTv business activities.
    Accordingly, we may not be able to achieve or sustain profitability. We are a
    development stage company that to date has produced no significant income from the
    sale of 3DOTv advertising or the resale of producer ad space. Although we intend to
    increase our expenditures and operating expenses to expand distribution of the
    3DOTv network, audience acquisition, and content licensing, we cannot forecast with
    any degree of accuracy when, or if, we will become profitable.

•   We are extremely dependent on current management.
    We are particularly dependent on James Hawley, Gene Maillard and Marilyn Green
    senior executive officers, who are the cofounders of the 3DOTv Television Network
    and the principal developers of its technology, and content licensing. The loss of Mr.
    Hawley, Mr. Maillard or Ms. Green could have a material adverse effect on our

    While 3DOTv executive officers are either directly or indirectly major shareholders
    in the 3DOTv they are uncompensated for their services, and do not currently have an
    employment agreement with the 3DOTv.

•   It may be difficult to manage our growth effectively.
    We expect a period of significant expansion. In order to execute our business plan
    expansion will undoubtedly strain our management, financial controls, operations
    systems, personnel and other resources. We may not be able to install management
    information and control systems in an efficient and timely manner. Our current or
    planned personnel, systems, procedures, and controls may not be adequate to support
    future operations. Failure to manage future growth effectively could adversely affect
    the retention and growth of our customer base and could materially and adversely
    affect our business.

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•   We may make mistakes in operating our business.
    We may make inaccurate sales forecasts, overtax our most talented and capable
    personnel, inadequately test our provisioning networks and software, or devote
    insufficient resources for new markets, material planning, and financial reporting. As
    a result, rapid growth of the business could make it difficult to provide superior
    customer service. This growth will also increase operating complexity as well as the
    level of responsibility for both existing and new management personnel. If we do not
    implement adequate systems and controls, recruit, integrate and retain necessary
    personnel, or otherwise manage growth effectively, our business, results of operations
    and financial condition would be materially and adversely affected.

•   If we are unable to develop an effective marketing campaign, our business may
    We plan to utilize proprietary technologies and viral marketing for audience
    acquisition and to attract traffic to the 3DOTv site which may prove to be ineffective
    in achieving significant distribution of our content and services. We also plan to rely
    on a contract sales force and automated advertising placement services to sell 3DOTv
    advertising space. These strategies may not be successful, thus causing a decline in
    sales and adversely affecting our income.

•   Failure to provide a quality viewer expereince and technical support may reduce
    our sales.
    If the 3DOTv viewing experience does not meet the expectations or our registered
    members and we fail to satisfy their entertainment needs, we face an increased risk
    that viewers will loose interest in visiting the 3DOTv and migrate to competitive
    sites. If our customer retention strategies fail advertising sales and income will

•   We are dependent on a few key suppliers.
    In order to provide 3DOTv on-line services we may need to lease bandwidth from
    Internet service providers, and in some instances local and regional
    telecommunications services providers. Increased prices for products and services
    provisioned from these entities could have a material adverse effect on our business,
    financial condition or results of operations.

    In some instances we rely wholly on other companies to supply our network
    infrastructure (including telecommunications services and networking equipment),
    which, in the quantities and quality we require, are available only from limited
    sources. We cannot assure you that our suppliers will not compete directly with us,
    enter into exclusive arrangements with our competitors, or stop selling their products
    or components to us at commercially reasonable prices, or at all. In addition, we do
    not manufacture our equipment; rather we depend on third parties to manufacture and
    supply it. Any interruption in the operations of any of these manufacturers could
    adversely affect our ability to meet our registered viewers’ service demands or

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•   We face severe competition.
    While the 3DOTv itself is relatively unique the Internet as a whole is a highly
    competitive environment; as a result we expect intense competition for traffic now
    and in the future. We do not yet have significant market share in any of our markets,
    and our competitors may have greater financial, technical, marketing and other
    resources than we do not possess. In addition, a continuing trend towards business
    combinations and alliances in this industry may create significant new competitors for
    us. These entities may provide video programming and services that compete directly
    with the 3DOTv.

•   We are dependent on effective management information systems and media
    We depend upon information systems and media servers to provide service to our
    customers, manage our networks, collect billing information and perform other vital
    functions. Like other systems, our management information systems median servers
    are subject to hardware defects and software bugs, the existence of which may be
    outside our control. Technical difficulties with our hardware or software could
    materially adversely affect our business, financial condition or results of operations.

Risks associated with the investment

•   We may achieve insufficient site traffic and producer participation to meet our
    projected returns.
    If we fail to accumulate register viewers or site traffic in a timely manner the value of
    your investment could be significantly reduced as well as the Company’s potential
    income. If we are unsuccessful in securing any registered viewers or network users
    we will most likely have no income rendering your investment potentially valueless.
    Therefore there can be no assurance we will be able to accumulate sufficient viewers
    or site traffic to meet sustain profitability and enhance the value of your investment.

•   The amount raised in this Offering may not be sufficient to enable the Company
    to conduct its business.
    Upon receipt of the minimum offering amount, investors’ subscription funds will be
    used by the Company as soon as they are received. There is no assurance that all or a
    significant number of units will be sold in this Offering. If all units are not sold, the
    Company may not have sufficient capital to operate. There is no assurance that the
    Company could obtain additional financing or capital from any source, or that such
    financing or capital would be available to the Company on terms acceptable to it.
    Under such circumstances, investors in the units would likely lose their entire
    investment in the Company.

•   Our Financial Forecasts Are Subject To Numerous Limitations And Should Be
    Studied Carefully. Any financial forecasts included herein are based upon certain
    assumptions, some of which may or will not materialize, and unanticipated events

                           b-InTune Online Television Network, Inc.                        34
                                  468 North Camden Drive
                                  Beverly Hills, CA 90210
    may occur that could affect the actual results achieved during the forecast period.
    Consequently, the actual results of operations during the forecast period will vary
    from the financial forecast and such variations may be material. In addition,
    prospective investors should understand that the degree of uncertainty increases with
    each successive year presented.

•   We May Be Unable to Obtain Additional Funding on Satisfactory Terms.

    We require substantial working capital to fund our business. We have also have
    experienced negative cash flow from operations and expect to experience significant
    negative cash flow from operations for the foreseeable future. We cannot be certain
    that additional financing, if necessary, will be available to us on favorable terms or at

•   We May Spend The Net Proceeds of This Offering In Ways With Which You
    The net proceeds of this Offering are allocated to developing our marketing strategies
    and working capital. Our management will have broad discretion to spend the net
    proceeds of this offering in ways with which you may disagree. The ineffective use of
    these funds could yield unfavorable returns and harm our business and financial

•   After completion of this Offering our management and principal stockholders
    will have control of a majority of our shares.
    Following completion of this Offering, assuming that the Offering is fully subscribed,
    b-InTune Communications, Inc., and Visionet will in the aggregate beneficially own
    approximately 90% of the issued and outstanding common stock, on a fully diluted
    basis. As a result of such common stock ownership, these individuals will be in a
    position to exercise control with respect to our affairs, including the election of a
    majority of our directors and the approval of mergers or other business combination

•   There may be significant restrictions on your ability to transfer or resell the
    securities acquired through this offering or for our securities to ever publicly
    The units offered herein have not been registered under the Act and may not be
    offered, sold or otherwise transferred unless an effective registration statement under
    the Act covers them or an exemption from registration is available. Transfer of units
    will be significantly restricted by the terms of this Offering. No public market for the
    units or any component thereof currently exists and we cannot assure you that such a
    market will ever develop, or if developed, be sustained. Consequently, investors may
    never be able to liquidate their investment. We cannot assure you that we will be able
    to successfully consummate a public offering of our securities. Our failure to
    complete an initial public offering, or to have any such registration statement declared

                           b-InTune Online Television Network, Inc.                        35
                                   468 North Camden Drive
                                   Beverly Hills, CA 90210
    effective, could have a material adverse effect on the liquidity and value of our

•   You will experience immediate and substantial dilution, and may experience
    future dilution.
    Purchasers in this Offering may pay more for their equivalent shares of our common
    stock than existing stockholders or individuals who have previously acquired shares
    of our common stock. You will also experience additional dilution upon:

       registration of additional shares of common stock pursuant to registration rights;
       the exercise by holders of outstanding options and warrants; or
       Issuance of additional shares of common stock.

    To the extent that we raise additional capital through the sale of additional equity or
    convertible securities or issue additional options to obtain the services of officers,
    employees, directors or consultants, our issuance of such securities could result in
    additional dilution to you.

•   The Company May Incur Liabilities That Are Not Covered By Insurance.
    We plan to maintain comprehensive liability and property insurance at customary
    levels. We will also evaluate the availability and cost of business interruption
    insurance. There is no assurance that the Company will not incur uninsured liabilities
    and losses as a result of the conduct of its business. If uninsured losses occur, we may
    be materially and adversely affected and the stockholders could suffer the loss of their
    entire investment.

•   The Offering price was arbitrarily determined.
    The offering price of the units was arbitrarily determined by the Company and does
    not bear any relationship to the assets, results of operations or book value of the
    Company, or to any other historically-based criteria of value.

                          b-InTune Online Television Network, Inc.                        36
                                  468 North Camden Drive
                                  Beverly Hills, CA 90210
                  3DOTv Management Structure and Profiles

The 3DOTv was formed as a collaborative effort between b-InTune Communications,
Inc. (b-InTune) and Visionet Television Network, Inc. (Visionet) by virtue of their
contributions of cash, cash equivalents, intellectual property, equipment, and television
syndication receivables. b-InTune is a Delaware Corporation and Visionet is a Nevada

Together, both entities manage the development and operations of the 3DOTv. In this
regard b-InTune will manage content acquisition and licensing, producer/client 3DOTv
participation agreements, and E-publications. Visionet is responsible for 3DOTv
technologies, audience acquisition, network operations, and content conversion.

Both organizations will direct advertising, marketing, distribution, and promotion of the
3DOTv network. This bifurcation of 3DOTv management duties allows the network to
operate with minimal overhead during the remaining development, launch, and marketing
of the network. Together b-InTune and Visionet principals are the management team for
the 3DOTv. Both entities have equal ownership in the network.

Summaries of the companies and their principals are as follows;

b-InTune Communications, Inc.
b-InTune and its companion educational foundation have extensive expertise in the
development, acquisition, production, licensing, broadcasting, and syndication of
television, general entertainment, and musical programming. b-InTune syndication
operations include revenue from marketing, sponsorships, ad sales, brand integration,
domestic and international distribution, DVD and VOD sales, 3D and mobile IPTv.

b-InTune has successfully syndicated a variety of E/I programs over the past six years
with coverage extending to over 100 million TV households. b-InTune maintains
syndication agreements and strategic partnerships with the major broadcast and satellite
television networks including ABC, CBS, FOX, NBC, CW, Dish and DirecTV. b-InTune
is a principal in the development the 3DOTv.

The following is a list of salient b-InTune television projects

       b-InTune TV (music)
       Clubbin’ TV (music)
       b-InTune on Broadway
       b-InTune Lifestyle
       Jazz at Lincoln Center
       Jingle Band (music)
       Kids’ Block
       KB’s Treehouse
       Kids Science Challenge
       Peter Pan
       In the Zone Sports - Fundamentals with Magic Johnson

                          b-InTune Online Television Network, Inc.                          37
                                  468 North Camden Drive
                                  Beverly Hills, CA 90210
       Barry Zito Baseball
       IMG Academies
       Joe Gibbs Racing
       Sojourn to the Past
       The Halo Effect

b-InTune music distribution is an extension of its core E/I music programming. b-InTune
has formed a strategic partnership TrackMasters Productions, agents for major recording
artists, to develop musical talent under b-InTune’s record label. TrackMaster's
distribution capabilities allow b-InTune to economically showcase new artists featured in
b-InTune television, and Internet broadcasts.

b-InTune has fostered a unique platform to reach children and teens through its access to
over 55,000 middle and high schools through the staging of on campus live events.

b-InTune’s concert tours have played to over 3.5 million students across the US. Salient
live events include, Where Music Meets Film at the Sundance Film Festival, co-hosted
by Warner Brothers Music and Fender Guitar, Stand for What is Right documentary, and
the upcoming b-InTune World Peace concert for the Singapore Youth Olympics in
cooperation with Live Nation.

b-InTune has partnered with Crossroads Media Marketing and IMG Media to provide
marketing services to its producer clients for sponsorship, ad sales, and brand integration.
Crossroads is managed by senior executives from MTV, Turner Broadcasting, Nike, and
MPG North America. These marketing partnerships are focused on worldwide DVD
distribution, and licensing of b-InTune content.

Gene Maillard – Chief Executive Office, b-InTune Communications, Inc.
Gene Maillard is Chief Executive Officer of b-InTune Communications, Inc. and a director
of the b-InTune Foundation. His prior employment history includes the Executive Director
for Gibson Guitars, Director of Government Operations for the National Academy of
Recording Arts and Sciences (NARAS) . the Executive Director of the GRAMMY
Foundation for three years where he was instrumental in establishing the GRAMMY
Foundation’s role as an educational leader in the 21st Century by increasing the
educational reach, corporate and government support through long-term cause marketing

He also oversaw the nationally recognized Leonard Bernstein Center for Learning,
garnering approval of a Congressional appropriation for the Foundation’s high school
music education programs, as well as securing grants from Ford Motor Company, Target
stores,, and the David and Lucile Packard Foundation.

Mr. Maillard served as the Chief Executive Officer of Very Special Arts (VSA) an affiliate
of the John F. Kennedy Center for the Performing Arts in Washington DC. It was during
his 18-year tenure at VSA where he gained significant educational cause marketing,
network, arts, licensing and international experience, expanding the program throughout
50 states and 75 countries.

                          b-InTune Online Television Network, Inc.                       38
                                  468 North Camden Drive
                                  Beverly Hills, CA 90210
He maintains continuing involvement in numerous other activities involving relationships
with Phillip Morris Company, Kraft Jacobs Suchard, ITT, Sheraton Hotels (initiated an
Emmy-award winning NBC prime time special “From the Heart”), Phillips Electric,
Polygram Records, Bono, U2, Ticket Master, Tower Records, RCA Records, and as
Director of the White House 200th Anniversary program. He graduated from the
University of the State of New York – Albany, with a degree in Political Science and

Mr. Maillard is President and a director of the 3DOTv.

b-InTune Foundation, Inc.
The b-InTune Foundation is dedicated to improving
the quality of life in communities throughout the
world. In partnership with the United States
Congress, and the Department of Education the
Foundation is committed to educational excellence
through music, the arts and new media, as well health
and human services for all youth.

The Foundation is lead by Michael Nobel, Ph.D., head of the Nobel Family Foundation
with additional governance from Stephen Stills, recording artist with Crosby, Stills and
Nash, John Rzeznik, lead guitarist and singer with The Goo Goo Dolls, and Eugene C.
Maillard, former executive director of the GRAMMY Foundation; and CEO of Very
Special Arts, an affiliate of the John F. Kennedy Center for the Performing Arts. The
Foundation's InTune monthly magazine is distributed to over 55,000 middle and high
school classrooms in America while b-InTune TV broadcasts three nationally syndicated
educational and informational shows weekly in 143 metropolitan markets on the affiliated
networks of VIACOM, CBS, and ABC. The Foundation also broadcasts 'Live from the
Club at the Blue Palm' which airs weekly on BET Jazz featuring leading musicians as well
as up-and-coming artists.

Other projects include, Kids InTune, featuring live musical performances and educational
content with a focus on mitigating violence and increasing tolerance among students, the
National Music Center and Museum, the nation’s first educational and interactive music
center in partnership with the Smithsonian and Library of Congress, b-InTune racing in
company with NASCAR, Nextel and the Pro-Cup Series race teams, and production of
‘Make it Funky’ with Sony\Columbia Tri-Star, a feature film highlighting the music of
New Orleans including associated classroom content. These well developed and highly
credible venues will also serve as mass media advertising and distribution outlets for the
3DOTv network.

Visionet Television Network
Visionet is a privately held technology group with particular expertise in Internet protocol
television (IPTv), digital entertainment, information, and communications across multiple
networking platforms.

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                                  468 North Camden Drive
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Beginning in 1990 the management of Visionet designed, developed and deployed the
first commercial digital video systems for the delivery of feature length on-demand
entertainment to the hospitality, apartment, and cruise-line industries.

Similar to b-inTune, Visionet has considerable experience in the licensing, production,
and distribution of both foreign and domestic content from a variety of sources including
major motion picture studios, award winning producers and independent film makers.
Visionet management was instrumental in defining the initial digital security and
encoding procedures for the motion picture industry through its collaboration with the
management and members of the MPAA.

Visionet is the driving force behind 3DOTv technologies including the network's 3D
delivery platform, 3D Flash player, Web design and development, content encoding and
2D to 3D conversion, site monitoring and management, Ecommerce services, audience
acquisition tools (see: GRIP and VideoBlasting), integration of Google ad placement
services and real-time bidding platforms for the automated sale and delivery of

Visionet core technologies include proprietary software and computer programming for
the encoding, secure transmission, and decoding of digital video, plus a client/server
convergence platform for the seamless delivery of Live and On-Demand video to
personal computers, cellular telephones, wireless devices, and television.

Jim Hawley – Visionet
Mr. Hawley is the lead developer of the b-InTune 3D online television network (3DOTv).
Mr. Hawley’s business experience includes executive officer and director positions with
two public companies, restructuring of two international insurance companies and CEO
of a privately held high-speed Internet distribution company.

Mr. Hawley has over 25 years of experience in radio and television broadcasting holding
management, creative and “on-air” personality positions with several commercial
broadcasting organizations, including the writing and production of award winning radio
and television commercials for a variety of regional and national accounts.

Mr. Hawley is fluent in a number of programming and database languages, including
Pascal, DOS, Basic, HTML, PHP, SQL, MySQL, Java Script, and Delphi integrated
development environments. He is also proficient in the installation and configuration of
Microsoft operating systems and network servers, systems integration, and circuit design.

Mr. Hawley attended Seattle University where he majored in political science and
journalism for four years with a final year at Boise State University. He also studied
French language and culture as an exchange student at the Cite Universitaire in Etampes,

Mr. Hawley is the Managing Director and a director of the 3DOTv.

                         b-InTune Online Television Network, Inc.                      40
                                 468 North Camden Drive
                                 Beverly Hills, CA 90210
Marilyn Green – Visionet
Ms. Green is the co-developer of the 3DOTv digital video systems. Ms. Green prior wotk
experience includes managing executive with Integrated Resources Equity Corporation
and Royal Alliance, a Sun America Company and member of the New York Stock
Exchange. She also served as a financial principal in William J. Green & Co., and as a
registered representative with Paulson Investment Company, Portland, Oregon. Prior to
working in the securities profession, she served as a mortgage underwriter for Far West
Securities in Spokane. Ms. Green has managed the partnership’s finances and business
development since its inception in 1990.

Ms. Green is a director of the 3DOTv.

                                   USE OF PROCEEDS

          3DOTv Operations (Visionet)            Percent of Offering    Allocation
            Remaining development                             6.00%     $120,000
            SEO\Audience acquisition                          6.00%     $120,000
            Advertising sales\admin.                          5.00%     $100,000
            Network operations center                         2.00%      $40,000
            Encoding\Conversion studio                        3.00%      $60,000
                                                Sub-Total:              $440,000
          3DOTv Programming (b-InTune)
            Content acquisition                               7.50%     $150,000
            Content aggregation                               7.50%     $150,000
            Studio Time\Management                            4.00%       $80,000
            E-publications                                    3.00%       $60,000
                                                Sub-Total:              $440,000
          Capital reserve                                    30.00%     $600,000
          Offering expenses (maximum)                         6.00%     $120,000
          2 year interest reserve                            20.00%     $400,000
                                                Sub-Total:             $1,160,000
          Aggregate Total                                     100%     $2,000,000

The actual cost, timing, and amount of funds required for such applications cannot be
determined precisely and may be based on economic, regulatory, competitive, or other
developments. The problems, delays, expenses, and complications often encountered by
development stage companies, as well as changes in our business, may make shifts in the
allocation of funds necessary. To the extent that we receive less than the maximum pro-
ceeds of this offering, we will initially reduce the allocation on a pro-rata basis. Any ad-
ditional reallocation of net proceeds of the offering will be made at the discretion of the
Board of Directors in furtherance of our strategy as described herein.

                            b-InTune Online Television Network, Inc.                      41
                                   468 North Camden Drive
                                   Beverly Hills, CA 90210
                               BENEFICIAL OWNERSHIP (1)

Name                                                        Shares                    Percentage
b-InTune Communications, Inc.                               4,000,000                 50%
Visionet                                                    4,000,000                 50%

   (1) The foregoing table represents those shareholders who beneficially own more than 5% of the Com-
       pany’s shares. As of the date of this Term Sheet and Supplemental Information there are 8,000,000
       shares issued and outstanding in the Company.

No person is authorized to make representations with respect to the Debenture offering of
the b-InTune 3D Online Television Network, Inc. and no offering literature or advertising
of any kind is authorized to be employed, other than this Term Sheet and Subscription
Agreement. If any such information or representation is given or made, it must not be relied
upon as having been authorized by the b-InTune 3D Online Television Network. Although
Supplemental Information summary information has been provided in conjunction with
this Debenture offer, such information is not considered to be offering literature and is
qualified in all respects by the information contained herein. Offers of the Debentures are
made pursuant to this Term Sheet and Subscription Agreement.

                             b-InTune Online Television Network, Inc.                                42
                                     468 North Camden Drive
                                     Beverly Hills, CA 90210
                       EXHIBIT B
                  Subscription Package

     b-InTune 3D Online Television Network, Inc.
        10% Convertible Corporate Debentures

The materials contained herein are not an offer to sell or a solicitation of an offer
to buy any securities. Offers for sale of securities may be made only through this
subscription agreement to qualified individuals.

                         b-InTune Online Television Network, Inc.                   43
                                468 North Camden Drive
                                Beverly Hills, CA 90210
                              INVESTOR SUITABILITY STANDARDS

Any purchase of Units in this offering involves a high degree of risk and is not a suitable
investment for all potential investors. See “Risk Factors” contained in the Supplemental
Information. Accordingly, we will offer and sell Units only to investors who are “accredited
investors” as that term is used in Regulation D, promulgated under the Securities Act of 1933, as
amended. We reserve the unconditional right to reject any subscription for any reason.

We believe the offer and sale of the securities offered hereby are exempt from registration under
the applicable federal and state securities laws. Accordingly, these securities are being offered to
persons who are “accredited investors.” Investment in these securities is suitable only for persons
who have adequate means of providing for their current needs and personal contingencies and
have no need for liquidity in an investment of this type. Prior to the purchase of the securities,
each prospective purchaser will be required to represent that he meets each of the following

(i)        he or she has the requisite knowledge or has relied upon the advice of his own
           professional advisor with regard to the tax and other considerations involved in making
           such an investment; and
(ii)       he or she is acquiring the securities for investment and not with a view to resale or
           distribution thereof.

We will offer and sell these Units only if we have reasonable grounds to believe that the
prospective purchaser has the capacity to protect their own interests in connection with this
offering. Prior to any offer or sale we will make reasonable inquiry as to the prospective
purchaser’s business and financial experience, or the business or financial experience of their
purchaser representatives (such as attorneys, accountants or other advisors) who are not
affiliated with the 3DOTv.

Prior to a purchase of Units, each prospective purchaser will be required to represent that he is
an “accredited investor” for purposes of Regulation D. An accredited investor is an investor who,
at the time of purchase of the securities, falls within one of the following categories:

•      Any bank as defined in Section 3(a)(2) of the 1933 Act or any savings and loan association or
       other institution as defined in Section 3(a)(5)(A) of the 1933 Act whether acting in its
       individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the
       Securities Exchange Act of 1934; any insurance company as defined in Section 2(13) of the
       Act; any investment company registered under the Investment Company Act of 1940 or a
       business development company as defined in Section 2(a)(48) of that Act; Small Business
       Investment Company licensed by the U.S. Small Business Administration under Section
       301(c) or (d) of the Small Business Investment Act of 1958; any plan established and
       maintained by a state, its political subdivisions, or any agency or instrumentality of a state or
       its political subdivisions for the benefit of its employees, if such plan has total assets in
       excess of $5,000,000; any employee benefit plan within the meaning of the Employee
       Retirement Income Security Act of 1974 if the investment decision is made by the plan
       fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan
       association, insurance company, or registered investment advisor, or if the employee benefit
       plan has total assets of $5,000,000 or, if a self-directed plan, with investment decisions made
       solely by persons that are accredited investors;

•      Any private business development company as defined in Section 202(a)(22) of the
       Investment Advisors Act of 1940;

                                b-InTune Online Television Network, Inc.                             44
                                        468 North Camden Drive
                                        Beverly Hills, CA 90210
•   Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation,
    Massachusetts or similar business trust or partnership, not formed for the specific purpose of
    acquiring the securities offered, with total assets in excess of $5,000,000;

•   Any director, executive officer, or general partner of the issuer of the securities being offered
    or sold, or any director, executive officer, or general partner of a general partner of that

•   Any natural person whose individual net worth or joint net worth with that person’s spouse, at
    the time of the purchase exceeds $1,000,000;

•   Any natural person who had an individual income in excess of $200,000 in each of the two
    most recent years or joint income with that person’s spouse in excess of $300,000 in each of
    the two most recent years and who reasonably expects to reach the same income level in the
    current year;

•   Any trust, with total assets in excess of $5,000,000, nor formed for the specific purpose of
    acquiring the securities offered hereby, whose purchase is directed by a sophisticated person
    as described in Rule 506(2)(ii) or Regulation D; or

•   Any entity in which all of the equity owners are accredited investors.

If we are incorrect in our assumption as to the circumstances of a particular prospective investor,
then the delivery of this Term Sheet and Supplemental Information shall not be deemed to be an
offer, and the prospective investor must immediately return this Term Sheet, Subscription
Agreement, and Supplemental Information to us. The standards discussed above represent
minimum suitability standards. Each prospective investor should determine whether an
investment in the Units is appropriate in such investor’s particular circumstances.

                           INSTRUCTIONS FOR SUBSCRIPTIONS

This Subscription Package for the 3DOTv Corporate Debenture issued by the b-InTune 3D
Online Television Network, Inc., (the “Company”) contains the following documents:
•   Subscription agreement
•   Confidential statement of investor suitability
•   Signature page
•   Right of first refusal agreement

Requirements for prospective investors
1. All investors must review the Subscription Agreement.
2. All investors must complete the Confidential Statement of Investor Suitability.
3. The Signature Page, representing the signature page for the Subscription Agreement and the
   Confidential Statement of Investor Suitability, must be completed and executed by each
   person purchasing Units.
4. All investors and their spouses must execute the Right of First Refusal Agreement.
5. Any persons employing a purchaser representative must have him or her complete a
   Purchaser Representative Questionnaire (separately available from the Company), and the
   investor must execute the Acknowledgement at the end of that form.
6. Payment. All subscriptions must be accompanied by a check in the amount of $48,000 per
   Unit. The check must be payable to the 3DOTv Network, Inc.

                             b-InTune Online Television Network, Inc.                              45
                                       468 North Camden Drive
                                       Beverly Hills, CA 90210
Where to send documents
All of the appropriate documents should be delivered to the Company at the address shown
below. Please keep one copy for your files. Any questions concerning the completion or delivery
of the documents contained in this Subscription Package may be directed to:

                                        Jon Ruben, CPA
                             b-InTune Online Television Network, Inc.
                                   2513 West Shaw, Suite 101
                                      Torrance, CA. 93711

Failure to comply with the above will constitute an invalid subscription and, if not correct, may
result in the rejection of your subscription request. Time is of the essence.



                             b-InTune Online Television Network, Inc.                               46
                                     468 North Camden Drive
                                     Beverly Hills, CA 90210
The undersigned hereby offers to subscribe for the number of units of the b-InTune 3D Online
Television, Inc. Corporate Debentures (the “Company”) set forth on the signature page of this
Subscription Agreement at a price of $25,000 per Unit.

By execution of this Subscription Agreement, the undersigned hereby acknowledges that the
undersigned understands that the Company is relying upon the accuracy and completeness
hereof in complying with its obligations under applicable federal and state securities laws. The
undersigned further acknowledges and certifies that the undersigned received and read the b-
InTune 3D Online Television Network, Inc. Corporate Debenture offer dated January 1, 2010 and
any supplements thereto, and the undersigned is familiar with the terms and provisions thereof.

The undersigned agrees and represents as follows:

1. Representations, Warranties and Agreements
   a. The undersigned hereby represents and warrants to, and agrees with, the Company, as
      (1)      That the undersigned is aware of the following:
               (a)     The Debentures and associated Warrants are speculative investments
                       which involve a substantial degree of risk of loss by the undersigned of
                       the undersigned’s entire investment in the Company and that the
                       undersigned understands and takes full cognizance of the risk factors
                       related to the purchase of the Unit(s), including, but not limited to those
                       set forth in the Supplemental Information under the caption “Risk

               (b)     The Company has been operating at a loss and may do so for the
                       foreseeable future;

               (c)     There are significant restrictions on the transferability of the Unit(s); the
                       Debenture(s) and Stock Purchase Warrants will not be registered under
                       the Securities Act of 1933 (the “Act”) or any state securities laws; there is
                       no public market for the Units and none is expected to develop; and,
                       accordingly, it may not be possible for the undersigned to liquidate the
                       undersigned’s investment in the Company;

               (d)     No federal or state agency has made any findings as to the fairness of
                       the terms of the offering; and

               (e)     Any projections or predictions that may have been made available to
                       investors are based on estimates, assumptions and forecasts which may
                       prove to be incorrect; and no assurance is given that actual results will
                       correspond with the results contemplated by the various projections;

       (2)     That it has not been explicitly or implicitly represented or warranted to the
               undersigned by the Company, the agents and employees of the Company, or
               any other person:

               (a)     That the undersigned will or will not have to remain as owner of the
                       Unit(s) an exact or approximate length of time;

               (b)     That a percentage of profit and/or amount or type of consideration will be
                       realized as a result of this investment;
               (c)     That any cash dividends from Company operations or otherwise will be
                       made to shareholders by any specific date or will be made at all; or
                           b-InTune Online Television Network, Inc.                              47
                                   468 North Camden Drive
                                   Beverly Hills, CA 90210
                 (d)      That any tax benefits will accrue as a result of an investment in the

b.   That the address set forth below is the undersigned’s true and correct residence or place of
c.   That the undersigned is financially responsible, able to meet all obligations hereunder, and
     acknowledges that this investment will be long-term and is by nature speculative;
d.   That the undersigned has received and carefully read and is familiar with the 3DOTv
     Corporate Debenture and Stock Purchase Warrants offer, this Subscription Agreement, and
     all other documents in connection therewith, and the undersigned confirms that all
     documents, records and books pertaining to the investment in the Company have been made
     available to the undersigned and/or to the undersigned’s personal investment, tax and legal
     advisers, if such advisers were utilized by the undersigned;
e.   That the undersigned has relied only on his or her experience in making speculative
     investments and the subscription offer for 3DOTv Corporate Debenture in subscribing to the
     3DOTv Unit(s). Other than the Supplemental Information, no other written or oral
     representation or information and has been made or furnished to the undersigned or to the
     undersigned’s purchaser representative in connection with the offering of the Unit(s), and if
     so made, has not been relied upon;
f.   That the undersigned is capable of bearing the high degree of economic risks and burdens of
     this venture including, but not limited to, the possibility of complete loss of investment and the
     lack of a public market which may make it impossible to readily liquidate the investment
     whenever desired;
g.   That the undersigned is an “accredited investor” as that term is defined in Regulation D under
     the Act or is otherwise a sophisticated, knowledgeable investor (either alone or with the aid of
     a purchaser representative) with adequate net worth and income for this investment, and has
     completed truthfully the appropriate item(s) in the Confidential Statement of Investor
h.   That the undersigned has knowledge and experience in financial and business matters
     (either alone or with the aid of a purchaser representative), is capable of evaluating the merits
     and risks of an investment in the Company and its proposed activities and has carefully
     considered the suitability of an investment in the Company for the undersigned’s particular
     financial situation, and has determined that the Unit(s) are a suitable investment;
i.   That the offer to sell Unit(s) was communicated to the undersigned by the Company in such a
     manner that the undersigned was able to ask questions of and receive answers from the
     Company concerning the terms and conditions of this transaction and that at no time was the
     undersigned presented with or solicited by any leaflet, public promotional meeting,
     newspaper or magazine article, radio or television advertisement or any other form of
     advertising or general solicitation;
j.   That the Unit(s) for which the undersigned hereby subscribes are being acquired solely for
     the undersigned’s own account, for investment, and are not being purchased with a view to or
     for the resale, distribution, subdivision or fractionalization thereof; and the undersigned
     agrees that such Unit(s) will not be sold without registration under the Act or an exemption
     there from. In furtherance thereof, the undersigned will not sell, hypothecate or otherwise
     transfer the undersigned’s Unit(s) unless the Unit(s) are registered under the Act and
     qualified under applicable state securities laws or unless, in the opinion of the Company, an
     exemption from the registration requirements of the Act and such laws is available;
k.   That the undersigned has had prior personal or business relationships with the Company or
     its affiliates, or by reason of the undersigned’s business or financial experience (either alone
     or with the aid of a purchaser representative), the undersigned has the capacity to protect the
     undersigned’s own interest in connection with this transaction;
                              b-InTune Online Television Network, Inc.                              48
                                      468 North Camden Drive
                                      Beverly Hills, CA 90210
l.      That the undersigned has been advised to consult with the undersigned’s own attorney
        regarding legal matters concerning an investment in the Company and has done so to the
        extent the undersigned considers necessary;
m.      That the undersigned will immediately notify the Company in writing of any change in any
        statement made herein or in the Confidential Statement of Investor Suitability, occurring prior
        to the undersigned’s receipt of the Company’s acceptance of this subscription;
n.      That the information which the undersigned has furnished herein and in the Confidential
        Statement of Investor Suitability is correct and complete as of the date of this Agreement and
        will be correct and complete upon the acceptance of the Unit(s) subscribed for. The
        representations and warranties and agreements herein shall survive the acceptance of this
        subscription and may be relied upon by the Company and its officers, directors and affiliates;
o.      That the undersigned certifies, under penalty of perjury, (i) that the social security or Tax
        Identification Number shown on the Signature Page is true, correct and complete, and (ii) that
        the undersigned is not subject to backup withholding either because the undersigned has not
        been notified that the undersigned is subject to backup withholding as a result of a failure to
        report all interest or dividends, or the Internal Revenue Service has notified the undersigned
        that the undersigned is no longer subject to backup withholding; and
p.      That the undersigned acknowledges that this Subscription Agreement, and the 3DOTv
        Corporate Debenture offer reflects the Company’s current intentions and estimates at the
        current time, and as with any developing company, the precise elements of the Company’s
        plans can be expected to change from time to time.
2.       Indemnification. The undersigned shall indemnify, defend and hold harmless the Company,
and any officers, employees, shareholders, partners, agents, directors or controlling persons of the
Company (collectively the “Indemnified Parties” and individually an “Indemnified Party”) who was or is
a party or is threatened to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, against losses, liabilities and
expenses of each Indemnified Party (including attorneys’ fees, judgments, fines and amounts paid in
settlement, payable as incurred) incurred by such person or entity in connection with such action,
arbitration, suit or proceeding, by reason of or arising from (i) any misrepresentation or misstatement
of facts or omission to represent or state facts made by the undersigned, including, without limitation,
the information in this Subscription Agreement or in the Confidential Statement of Investor Suitability,
or (ii) litigation or other proceeding brought by the undersigned against one or more Indemnified Party
wherein the Indemnified Party is the prevailing party.
3.     Entity Investors. If the undersigned is an entity, trust, pension fund or IRA account (an
“Entity”), the Entity and the person signing on its behalf represent and warrant that: (i) such Entity is
an existing entity, and has not been organized or reorganized for the purpose of making this
investment (or if not true, such fact shall be disclosed to the Company in writing along with
information concerning the beneficial owners of the Entity), (ii) the undersigned has the authority to
execute this Subscription Agreement, and the Confidential Statement of Investor Suitability and any
other documents in connection with an investment in the Unit(s), on the Entity’s behalf, (iii) the Entity
has the power, right and authority to invest in the Unit(s) and enter into the transactions contemplated
thereby, and that the investment is suitable and appropriate for the Entity and its beneficiaries (given
the risks and illiquid nature of the investment) and (iv) all documents executed by the Entity in
connection with the Company are valid and binding documents or agreements of the Entity
enforceable in accordance with their terms.

4.    Revocation. The undersigned agrees that the undersigned may not cancel, terminate or
revoke the offer to subscribe for Unit(s) for a period of 120 days or any agreement hereunder at any
time and that this Agreement shall survive the death or disability of the undersigned and shall be
binding upon the undersigned’s heirs, executors, administrators, beneficiaries, successors and

                                 b-InTune Online Television Network, Inc.                             49
                                         468 North Camden Drive
                                         Beverly Hills, CA 90210
5.     Certain Securities Law Matters.
        a.      The Unit(s) shall not be sold, assigned, transferred or pledged except upon
                satisfaction of the conditions specified in this Section 5, which conditions are
                intended to ensure compliance with the provisions of the Act. The undersigned will
                cause any proposed purchaser, assignee, transferee or pledge of the Unit(s) held by
                the undersigned to agree to take and hold such securities subject to the provisions
                and conditions of this Section 5. There are further restrictions on transferability
                contained in the Right of First Refusal Agreement.

         b.      Each certificate representing (i) the Unit(s) and (ii) any other securities issued in
                 respect of the Unit(s) upon any stock split, stock dividend, recapitalization, merger,
                 consolidation or similar event, shall (unless otherwise permitted by the provisions of
                 Section 5(c) below) be stamped or otherwise imprinted with a legend substantially in
                 the following form (in addition to any legend required under applicable state
                 securities laws):

                     The Unit(s) represented by this certificate have been acquired for
                     investment and have not been registered under the securities act of
                     1933. Such Unit(s) may not be sold or transferred in the absence of
                     such registration or unless the company receives an opinion of counsel
                     or other evidence reasonably acceptable to it stating that such sale or
                     transfer is exempt from the registration, Term Sheet, and Supplemental
                     Information delivery requirements of said act. Copies of the agreement
                     covering the purchase of these Unit(s) and restricting their transfer may
                     be obtained at no cost by written request made by the holder of record
                     of this certificate to the secretary of the corporation at the principal
                     executive offices of the corporation.

                 The undersigned consents to the Company making a notation on its records and
                 giving instructions to any transfer agent of the Unit(s) in order to implement the
                 restrictions on transfer established in this Section 5.

         c.      The undersigned agrees to comply in all respects with the provisions of this Section
                 5. Prior to any proposed sale, assignment, transfer or pledge of any Unit(s), unless
                 there is in effect a registration statement under the Act covering the proposed
                 transfer, the undersigned thereof shall give written notice to the Company of the
                 undersigned’s intention to effect such transfer, sale, assignment or pledge. Each
                 such notice shall describe the manner and circumstances of the proposed transfer,
                 sale, assignment or pledge in sufficient detail, and shall be accompanied, at the
                 undersigned’s expense by evidence satisfactory to the Company to the effect that the
                 proposed transfer of the Unit(s) may be effected without registration under the Act or
                 applicable state securities law.
     6. Right of First Refusal Agreement. The undersigned shall execute and deliver along with
        this Subscription Agreement the Right of First Refusal Agreement included herein, which
        agreement restricts the transfer, sale and assignment of the Unit(s), provides the Company
        with a right of first refusal in connection with any proposed sale, pledge or other transfer of
        the Unit(s), and certain other matters.

     7. Miscellaneous
        a. All notices or other communications given or made hereunder shall be in writing and shall
           be delivered or mailed by registered or certified mail, return receipt requested, postage
           prepaid, to the Company at the address set forth on the instructions page hereof and to
           the undersigned at the address set forth on the signature page hereof.

         b. This Agreement shall be governed by and construed in accordance with the laws of the
            State of Nevada, without reference to conflict of law principles.
                                 b-InTune Online Television Network, Inc.                             50
                                         468 North Camden Drive
                                         Beverly Hills, CA 90210
     c.     This Agreement constitutes the entire agreement among the parties hereto with respect
            to the subject matter hereof and supersedes any prior or contemporaneous
            understandings, representations, warranties or agreements (whether oral or written) and
            may be amended only by a writing executed by all parties.

     d. The undersigned acknowledges that the Company may, in its sole and absolute
        discretion, accept or reject this subscription offer in whole or in part.


          In order to comply with the requirements of federal and state securities laws, Unit(s) of the
          Company may be sold only to persons or entities meeting the suitability standards established by
          the Company. The purpose of this Statement is to obtain information from each prospective
          investor relating to the investor’s knowledge and experience in financial and business matters
          and to the investor’s ability to bear the economic risks of the proposed investment. Such
          information is required in order to determine whether or not the suitability standards have been
          met by the prospective investor. Please answer questions concerning prior business and financial
          experience and investment decision-making in detail.

          By signing this Statement you agree that it may be shown to such authorized persons, as the
          Company may deem appropriate to establish that the offer and/or sale of this investment in the
          Company will not result in any violation of any laws or regulations of any jurisdiction.

          A separate Statement must be completed for each co-owner of Unit(s), except that spouses may
          complete a joint Statement.

          You make the following representations with the intent that they may be relied upon by the
          Company and other persons designated by the Company.

                                         (Please Print or Type)

I.          BIOGRAPHICAL INFORMATION (If Joint Subscriber, provide information for both.)

            A.      Name(s): (1) ___________________________________________________

                   Birth date: (1) _________________________

                   Name(s): (2) ___________________________________________________

                   Birth date: (2) _________________________

            B.      State of Residency: _____________________________________________

            C.     Employer or business association and position:




                               b-InTune Online Television Network, Inc.                          51
                                       468 North Camden Drive
                                       Beverly Hills, CA 90210
D.    Business address and telephone no.:



E.    Business and/or professional education and degrees:

      School                            Location                          Degree           Year Received

      _________________________ ________________________ __________ __ ___________

      _________________________ ________________________ __________ __ ___________

      _________________________ ________________________ __________ __ ___________

F.    Employment during the past five years:

      Employer                                            Position                 From      To

      _____________________________________               _________________        _______ ________

      _____________________________________               _________________        _______ ________

      _____________________________________               _________________        _______ ________

      _____________________________________               _________________        _______ ________

      Please check all that apply:
      O        The investor is a natural person whose net worth, or joint net worth with spouse,
               at the time of purchase, exceeds $1,000,000 (including the value of home, home
               furnishings and automobiles).
      O        The investor is a natural person whose individual gross income (excluding that of
               spouse) exceeded $200,000 in the last two calendar years, and who reasonably
               expects individual gross income exceeding $200,000 in the current calendar
               year; or for such periods, the combined income of the investor with spouse
               exceeded and is expected to exceed $300,000.
      O        The investor is a trust, and the grantor
                       (i) has the power to revoke the trust at any time and regain title to the
                       trust assets; and
                       (ii) has an individual (or, together with his spouse a joint) net worth in
                       excess of $1,000,000, or had and expects to have a gross income (not
                       including spouse’s income) for the last two years and the current year in
                       excess of $200,000, or for such periods, had and expects to have all
                       gross income including that of a spouse in excess of $300,000.
      O        The investor (or beneficiary if IRA or pension money is invested) is an executive
               officer of the Company.
      O        The investor is a corporation or partnership with more than $5 million in assets.

                           b-InTune Online Television Network, Inc.                                52
                                   468 North Camden Drive
                                   Beverly Hills, CA 90210
       O    The investor is otherwise an accredited investor as follows (please complete):




       A.   Indicate by check mark which of the following categories best describes the
            extent of your prior experience in the areas of investment listed below:
                                            5+ years        2 to 5 years       1 year     No
                                           experience       experience      experience
            Corporate Stocks                    O              O               O            O
            Corporate Bonds                     O              O               O            O
            Real Estate                         O              O               O            O
            Limited Partnerships                O              O               O            O
            Privately Held Securities           O              O               O            O

       B.   Do you make your own investment decisions with respect to the investments
            listed above?
            O Yes O No

       C.   What are your principal sources of investment knowledge or advice? (check all
            that apply)
            O First hand experience O Financial publication O Broker(s)
            O Investment Adviser(s)O Attorney(s)             O Accountant(s)

       D.   Please briefly describe any additional investment experience in business ventures,
            experience with the Company, or any other investment experience which would indicate
            your ability to evaluate an investment in this business venture.






                          b-InTune Online Television Network, Inc.                          53
                                 468 North Camden Drive
                                 Beverly Hills, CA 90210
             A. Please indicate:

                    1.      Your estimated net worth exclusive of principal residence, furnishings of
                    principal residence and personal automobiles (computation of net worth may be
                    accomplished with reference to fair market value of assets).
                              O         More than $5 million
                              O         $1,000,001 - $4,999,999
                              O         $500,000 - $999,000
                              O         $250,000 - $499,000
                              O         Under $250,000

                    2.      Your estimated net worth, including principal residence, furnishings of
                    principal residence and personal automobiles (computation of the value of the
                    subscriber’s principal residence may be accomplished with reference to fair
                    market value of residence).
                              O         More than $5 million
                              O         $1,000,001 - $4,999,999
                              O         $500,000 - $1,000,000
                              O         $250,000 - $499,999
                              O         Under $250,000

                    B.        Gross Income1

                    Please provide your actual or projected individual annual adjusted gross income
                    for the past two years, the current year and the next year.
                                                    More than       More than      More than More than
                                                    $200,000         $150,000      $100,000      $50,000
                    1999                                      O                   O                   O              O
                    2000                                      O                   O                   O              O
                    2001                                      O                   O                   O              O
                    2002                                      O                   O                   O              O

                    C.        Other Matters

                    Is an investment in the Company suitable and appropriate for you?
                    O Yes O No


                    The signature pages for this document are located on the following pages.


      1 Gross income for these purposes means adjusted gross income (as reported for federal income tax purposes)
increased by the following amounts: (i) the amount of any tax exempt interest income received, (ii) the amount of losses
claimed for depletion and (iii) any amount by which income from long term capital gains has been reduced in arriving at
adjusted gross income pursuant to the provisions of Section 1202 of the Internal Revenue Code.
      2. Reasonably anticipated.

                                  b-InTune Online Television Network, Inc.                                          54
                                            468 North Camden Drive
                                            Beverly Hills, CA 90210
                                     SIGNATURE PAGE
                                      (For Individuals)

This page constitutes the signature page for INDIVIDUALS for the following documents:
(a) the Subscription Agreement; and
(b) the Confidential Statement of Investor Suitability.

Execution of this Signature Page constitutes execution of such documents.

IN WITNESS WHEREOF, the undersigned has executed the Subscription Agreement and the
Confidential Statement of Investor Suitability this _______day of__________, 2004.

______________________________________                 ___________________________________
Signature of Investor                                  Signature of Spouse
                                                       (or Joint Investor, if any)

______________________________________                 ____________________________________
Print Name of Investor                                 Print Name of Spouse
                                                       (or Joint Investor, if any)

______________________________________                 ____________________________________
Social Security Number                                 Social Security Number of Spouse
                                                       (or Joint Investor, if any)

Address:                                               Address:

______________________________________                 ____________________________________

______________________________________                 ____________________________________

______________________________________                 ____________________________________

______________________________________                 ____________________________________

             Dollar Amount of 3DOTv Corporate Debenture Unit(s) Subscribed For:


                                      ($25,000 per Unit)

                           b-InTune Online Television Network, Inc.                     55
                                   468 North Camden Drive
                                   Beverly Hills, CA 90210
                                        SIGNATURE PAGE

                                       (For Non-Individuals)

This page constitutes the signature page for NON-INDIVIDUALS for the following documents:

(a) the Subscription Agreement; and

(b) the Confidential Statement of Investor Suitability.

Execution of this Signature Page constitutes execution of such documents.

IN WITNESS WHEREOF, the undersigned has executed the Subscription Agreement and the
Confidential Statement of Investor Suitability this _______day of__________, 2011.

Print name of Entity

By (signature of authorized individual)

_________________________________________                 ____________________________________
Printed name of signatory                                 Title



              Dollar Amount of 3DOTv Corporate Debenture Unit(s) Subscribed For:


                                         ($25,000 per Unit)

                             b-InTune Online Television Network, Inc.                       56
                                     468 North Camden Drive
                                     Beverly Hills, CA 90210
                     TELEVISION NETWORK, INC. (“Company”)

The following Representation and Warranties are made by the b-InTune 3D Online Television
Network, Inc. (“Company”) exclusively for the benefit and reliance upon of the individual or entity
who has executed the foregoing Debenture Subscription Agreement (“subscription agreement”).
These Representation and Warranties by the Company are made as of the date of the
subscription agreement and by this presence are made a part thereof;

                            REPRESENTATIONS AND WARRANTIES

        1.        Organization. The Company is a corporation duly organized, validly existing, and
in good standing under the laws of the State of Nevada, has corporate power to carry on its
business as it is now being conducted, and is qualified to do business in every jurisdiction in
which the character and location of the assets owned by it or the nature of the business
transacted by it requires qualification or in which failure to so qualify would have no material
adverse impact on it. No proceeding is pending, or to the knowledge of the Company, threatened,
involving the Company, in which it is alleged that the nature of its business makes qualification
necessary in any additional jurisdiction.

        2.      Authority. The Company has the full right, power, and authority to enter into this
Agreement and each agreement, document, and instrument to be executed and delivered by the
Company pursuant to this Agreement and to carry out the transactions contemplated. No waiver
or consent of any person is required in connection with the execution, delivery, and performance
by the Company of this Agreement and each agreement, document, and instrument to be
executed and delivered by the Company pursuant to this Agreement.

        3.       Issued and outstanding shares. The Company's authorized capital stock
consists solely of a single class of common stock, of which 8,000,000 shares are issued and
outstanding. There are no outstanding dividends, whether current or accumulated, due or
payable on any of the capital stock of the Company.

          Common stock issued as a result of the Debenture holder exercising the stock purchase
warrants attached to the Debenture Offer, and when delivered pursuant to the Debenture Warrant
Agreement will be, (i) duly authorized, validly issued, and outstanding; (ii) fully paid, non-
assessable, and free of preemptive rights; and (iii) free and clear of any and all pledges, claims,
restrictions, charges, liens, security interests, encumbrances, or other interests of third parties of
any nature whatsoever.

          The Company reserves the right, subsequent to this agreement, to enter into agreements
for the issuance and sale of additional shares, warrants, options, rights or any other kind of stock
issuance permissible under the Company’s By-Laws, and approved by the Company’s Board of
Directors, provided such stock issuances are purchased or have an exercise value of at $1.00 per

         4.       Financial Statements. The Company’s financial statements fairly present the
financial condition of the Company at the dates of said statements and the results of its
operations for the periods covered thereby and will be prepared in accordance with generally
accepted accounting principles and practices consistently applied and consistent with the books
and records of the Company.

                             b-InTune Online Television Network, Inc.                              57
                                     468 North Camden Drive
                                     Beverly Hills, CA 90210
        6.      Taxes.

                (a)      Payments. All taxes owed by the Company (whether or not shown on
                         any tax return) have been paid or provided for in the Company’s financial
                         statements There are no actual, pending or, to the Company’s
                         knowledge, threatened liens, encumbrances, or charges against any of
                         the assets of the Company arising in connection with any failure (or
                         alleged failure) to pay any tax.

                (b)      Withholding Taxes. The Company has withheld and paid all taxes
                         required to have been withheld and paid in connection with amounts paid
                         or owing to any employee, independent contractor, creditor, shareholder,
                         or other third party.

                (c)      Tax Liabilities. To the Company’s knowledge, there is no dispute or claim
                         concerning any tax liability of the Company either claimed or raised by
                         any authority in writing.

                (d)      Statute of Limitations. The Company has not waived any statute of
                         limitations in respect of taxes or agreed to any extension of time with
                         respect to a tax assessment or deficiency.

         7.      Absence of Undisclosed Liabilities. To the knowledge of the Company, as of the
dates of the Company’s financial statements, the Company had no liabilities, either accrued or
contingent, of a nature required to be reflected in the financial statements in accordance with
generally accepted accounting principles, and whether due or to become due, which individually
or in the aggregate are reasonably likely to have a material adverse effect on the Company.

        8.      Intellectual Property.

                (a)      To the knowledge of the Company, (i) use of the Intellectual Property
                         and any other intellectual property used by the Company does not
                         require the consent of any other person and the same is freely
                         transferable (except as otherwise provided by law or pursuant to the
                         applicable license or use agreement); and (ii) the Intellectual Property is
                         owned exclusively by the Company, free and clear of any attachments,
                         liens, encumbrances, or adverse claims;

         9.       Trade Secrets and Customer Lists. The Company owns or has the right to use,
free and clear of any claims or rights of others, all trade secrets, inventions, developments,
customer lists, software, and other information and know-how (if any) used in its business. To the
knowledge of the Company, the Company is not making any unlawful use of any confidential
information, copyrighted materials, know-how, or trade secrets of any third party, including,
without limitation, any former employer of any present or past employee of the Company.

         11.    Litigation. There are no lawsuits, actions or administrative, arbitration or other
proceedings or governmental investigations pending or threatened against or relating to the
Company or the Company’s properties or business. The Company has not entered into or been
subject to any consent decree, compliance order, or administrative order with respect to any

                            b-InTune Online Television Network, Inc.                               58
                                     468 North Camden Drive
                                     Beverly Hills, CA 90210
property owned, operated, leased, or used by the Company. The Company has not received any
request for information, notice, demand letter, administrative inquiry, or formal or informal
complaint or claim with respect to any property owned, operated, leased, or used by the
Company or any facilities or operations thereon. There are no existing or, to the knowledge of
the Company, threatened product liability, warranty, or other similar claims, or any facts upon
which a claim of such nature could be based, against the Company for services or products which
are defective or fail to meet any service or product warranties which could reasonably be
expected to have a material adverse effect on the Company.

         12.      Compliance with Laws. The Company is not in material violation of any laws,
rules, or regulations which apply to the conduct of its business or any facilities or property owned,
leased, operated, or used by the Company. There has never been any citation, fine, or penalty
imposed, asserted, or threatened against the Company under any foreign, federal, state, local, or
other law or regulation relating to employment, immigration, occupational safety, zoning, or
environmental matters and the Company is aware of no current circumstances likely to result in
the imposition or assertion of such a citation, fine, or penalty.

IN WITNESS WHEREOF, the Company acknowledges and agrees the foregoing representation
and warranties to be true and correct as of the date of this subscription agreement.

b-InTune 3D Online Television Network, Inc.

James Hawley, Managing Director

                             b-InTune Online Television Network, Inc.                             59
                                     468 North Camden Drive
                                     Beverly Hills, CA 90210
                          COMMON STOCK PURCHASE WARRANTS
                          b-InTune 3D Online Television Network, Inc.

Issued: as of the date of the attached Debenture Subscription Agreement.

       THIS CERTIFIES THAT, for each Unit subscribed by the individual(s) or entity who has
executed the foregoing Subscription Agreement, (the "Investor") is entitled to subscribe for
50,000 shares (the "Shares") of the fully paid and non-assessable Common Stock of b-InTune 3D
Online Television Network, Inc. (the "Company"), at a price per share of $1.00 (such price and
such other price as shall result, from time to time, from adjustments specified herein is herein
referred to as the "Warrant Price"), subject to the provisions and upon the terms and conditions
hereinafter set forth. In the event the Investor subscribed for a fractional Unit the number of
shares for which the Investor is entitled to subscribe will be adjusted in a ratio equal to the
fractional Unit.

        "Grant Date" shall mean the date of the Debenture Subscription Agreement.

     This Warrant is issued in connection with a Unit (or any fraction thereof) as described in the
Term Sheet of the Company’s Debenture Offer to which this attached hereto.

    1. TERM.
       Subject to the terms hereof, the purchase right represented by this Warrant is
       exercisable, in whole or in part, at any time for a period prior three (3) years after the
       Grant Date.

       The purchase right represented by this Warrant may be exercised by the holder hereof, in
       whole or in part and from time to time, by the surrender of this Warrant (with the notice of
       exercise form attached hereto as Exhibit A duly is properly executed) by mail or in person
       at the address of the Company office specified herein and by payment to the Company,
       by check, of an amount equal to the then applicable Warrant Price per share multiplied by
       the number of Shares then being purchased.

        In the event of any exercise of the rights represented by this Warrant, certificates for the
        shares of stock so purchased shall be delivered to the holder hereof as soon as possible
        and in any event within thirty days of receipt of such notice and, unless this Warrant has
        been fully exercised or expired, a new Warrant representing the portion of the Shares, if
        any, with respect to which this Warrant shall not then have been exercised shall also be
        issued to the holder hereof as soon as possible and in any event within such thirty-day

       All Shares that may be issued upon the exercise of the rights represented by this Warrant
       upon issuance shall be fully paid and non-assessable, and free from all taxes, liens and
       charges with respect to the issue thereof. During the period within which the rights
       represented by the Warrant may be exercised, the Company will at all times have
       authorized and reserved for the purpose of issuance upon exercise of the purchase rights
       evidenced by this Warrant, a sufficient number of shares of its Common Stock to provide
       for the exercise of the right represented by this Warrant.

       The number of securities purchasable upon the exercise of the Warrant and the Warrant
       price shall be subject to adjustment from time to time upon the occurrence of certain
       events, as follows:
           (a) Subdivisions or Combination of Shares.

                             b-InTune Online Television Network, Inc.                               60
                                     468 North Camden Drive
                                     Beverly Hills, CA 90210
        (b) If the Company at any time while this Warrant remains outstanding and
            unexpired shall subdivide or combine its Common Stock, the Warrant Price and
            the number of Shares issuable upon exercise hereof shall be proportionately
            adjusted such that the aggregate exercise price of this Warrant shall at all time
            remain equal.

   The Company will not, by amendment of its Certificate of Incorporation or through any
   reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution,
   issue or sale of securities or any other voluntary action, avoid or seek to avoid the
   observance or performance of any of the terms to be observed or performed hereunder
   by the Company in order to protect the rights of the holder of this Warrant against

   In the event of any taking by the Company of a record of its shareholders for the purpose
   of determining shareholders who are entitled to receive payment of any dividend (other
   than a cash dividend) or other distribution, any right to subscribe for, purchase or
   otherwise acquire any share of any class or any other securities or property, or to receive
   any other right, or for the purpose of determining shareholders who are entitled to vote in
   connection with any proposed merger or consolidation of the Company with or into any
   other corporation, or any proposed sale, lease or conveyance of all or substantially all of
   the assets of the Company, or any proposed liquidation, dissolution or winding up of the
   Company, the Company shall mail to the Warrant holder, at least twenty (20) days prior
   to the date specified therein, a notice specifying the date on which any such record is to
   be taken for the purpose of such dividend, distribution or right, and the amount and
   character of such dividend, distribution or right.

   Whenever the Warrant Price shall be adjusted pursuant to the provisions hereof, the
   Company shall within thirty (30) days of such adjustment deliver a certificate signed by its
   Chief Financial Officer to the registered holder(s) hereof setting forth, in reasonable
   detail, the event requiring the adjustment, the amount of the adjustment, the method by
   which such adjustment was calculated, and the Warrant Price after giving effect to such

   No fractional shares of Common Stock will be issued in connection with any exercise
   hereunder, but in lieu of such fractional shares the Company shall make cash payment
   therefore upon the basis of the Warrant Price then in effect.

   No holder of the Warrant, as such, shall be entitled to vote or receive dividends or be
   deemed the holder of Common Stock, or any other securities of the Company, nor shall
   anything contained herein be construed to confer upon the Warrant holder any of the
   rights of a shareholder of the Company or any right to vote for the election of directors or
   any matter submitted to shareholders at any meeting thereof, or to receive notice of
   meetings, or to receive dividends or subscription rights or otherwise until this Warrant
   shall have been exercised.

    This Warrant is issued and delivered on the basis of the following:
    (a) This Warrant has been duly authorized and executed by the Company and when
        delivered will be the valid and binding obligation of the Company enforceable in
        accordance with its terms;

                        b-InTune Online Television Network, Inc.                             61
                                 468 North Camden Drive
                                 Beverly Hills, CA 90210
       (b) The Shares have been duly authorized and reserved for issuance by the Company
           and when issued in accordance with the terms hereof, will be validly issued, fully paid
           and non-assessable;
       (c) The rights, preferences, privileges and restrictions granted to or imposed upon the
           Shares and the holders thereof are as set forth in the Debenture Offer to which this
           Warrant is attached;
       (d) The shares of Common Stock issuable upon exercise of the Warrant have been duly
           authorized and reserved and, when issued will be validly issued, fully paid and non-
           assessable; and
       (e) The execution and delivery of this Warrant and the issuance of the Shares upon
           exercise of this Warrant, in accordance with the terms hereof, will not contravene any
           law, governmental rule or regulation, judgment or order applicable to the Company.

       This Warrant and any provision hereof may be changed, waived, discharged or
       terminated only by an instrument in writing signed by the party against which
       enforcement of the same is sought.

   12. NOTICES.
       Any notice, request or other document required or permitted to be given or delivered to
       the holder hereof or the Company shall be delivered, or shall be sent by certified or
       registered mail, postage prepaid, to each such holder at the address specified in the
       Debenture Subscription Agreement to which this Warrant is attached.

       This Warrant shall be binding upon any corporation succeeding the Company by merger,
       consolidation or acquisition of all or substantially all of the Company's assets, and all of
       the obligations of the Company relating to the Common Stock issuable upon the exercise
       of this Warrant.

       The Company covenants to the holder hereof that upon receipt of evidence reasonably
       satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant
       and, in the case of any such loss, theft or destruction, upon receipt of an indemnity
       reasonably satisfactory to the Company, or in the case of any such mutilation upon
       surrender and cancellation of such Warrant, the Company will make and deliver a new

       The descriptive headings of the paragraphs of this Warrant are inserted for convenience
       only and do not constitute a part of this Warrant.

       This Warrant shall be construed and enforced in accordance with, and the rights of the
       parties shall be governed by, the laws of the State of Nevada.

       IN WITNESS WHEREOF, this Common Stock Purchase Warrant is executed effective as
of the date of the Debenture Subscription Agreement to which this Warrant is attached.

b-InTune 3D Online Television Network, Inc.

Gene Maillard, President

                           b-InTune Online Television Network, Inc.                                 62
                                    468 North Camden Drive
                                    Beverly Hills, CA 90210
                                      EXHBIT A
                                 NOTICE OF EXERCISE

To: b-InTune 3D Online Television Network, Inc.
    468 North Camden Dr.
    Beverly Hills, CA. 90210

   Attn: Marilyn Green

The undersigned hereby elects to purchase _______________ shares of Common Stock
of the b-InTune 3D Online Television Network, Inc. pursuant to the terms of the Warrant
attached hereto, and tenders herewith payment of the purchase price of such shares in
the amount of ______________________________________ dollars.

Please issue a Common Stock Certificate representing said shares in the name of the
undersigned or in such other name or names as are specified below

Name: _____________________________________________

Address: ____________________________________________



The undersigned represents that the aforesaid shares being acquired for the account of the
undersigned are for investment, in accordance with the Debenture Subscription Agreement and
the Debenture Offer and not with a view to, or for resale in connection with, the distribution
thereof and that the undersigned has no present intention of distributing or reselling such shares.



                            b-InTune Online Television Network, Inc.                             63
                                     468 North Camden Drive
                                     Beverly Hills, CA 90210

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