Cadez Media, Inc

November 01,
2022
To: Global Media Group (GMG)
℅ Rita Campbell, CEO & President

SENT VIA EMAIL TO: RCampbell@globalmediagroup.com

Re: Temporary Agreement - Global Media Group & The FusEd Network

Dear Rita,

The purpose of this Temporary Agreement is to set forth certain understandings by and
between Cadez Media, Inc. dba The FusEd Network (herein referred to as FusEd, CMI and/or
"The Company") and Global Media Group (herein referred to as "GMG") or collectively as
“The Parties” with respect to the potential long-term transactions contemplated herein to be set
forth within Exhibits "A-C" attached hereto and incorporated thereby.

Upon execution of this Temporary Agreement by and between The Parties, the paragraphs set
forth below will constitute the legally binding and enforceable agreement of CMI and GMG. In
recognition of their mutual undertakings as to the matters described herein, the terms described
within the Exhibits shall not be binding upon either party until and if the Parties incorporating
said terms and conditions herein become executed and effective.

The terms contained within the Exhibits and in this Temporary Agreement are not intended to
create rights in favor of The Parties with respect to the transaction and are subject to change
based upon the results of the due diligence efforts and other contingencies which may arise out
of The Parties joint efforts. The obligations of The Parties to consummate any "Publisher
Transaction" will be subject in all respects to the negotiation, execution and delivery of this
agreement approved, together with other conditions negotiated by and between The Parties, as is
mutually determined by the Joint Venture Parties, as either "Agency" or "Advertiser" of
Publisher and the Agreement/Insertion Order contractually entered into by all Parties concerned.

1. Negotiation of a Definitive Agreement. GMG and The Company agree to act in good
faith to negotiate The Definitive Agreement as well as others as may be determined throughout
the terms and conditions set forth herein. If said agreement is not negotiated before December
31, 2022 (the “Termination Date”), the obligation to strategically initiate, plan, negotiate and
purchase media by the JV Partners herein, along with said terms and conditions, terminates.

2. Due Diligence, Investigation and Confidentiality.

(a) The Company and its agents, including FusEd, CMI and any other such entities
involved in this transaction, shall be afforded reasonable access and opportunity to
 inspect, investigate and review various proposals and working relationships with
GMG/FusEd media partners, Publishers and it's performance capabilities, ownership
of proprietary rights, operations and various business aspects, prior to consummating
test market and national digital media investments with GMG from the initial start
date of the test market throughout the duration of the last mutually agreed upon
Insertion Order (please see, Exhibit "C" - GMG/FusEd Digital Media Insertion
Order(s).
(b) CMI will conduct it's due diligence efforts, review profit margin splits (currently
7.5% per Party), investigate workflows and proposals and review other financial
reports and proprietary dashboard reviews in a reasonable manner and agrees to
initiate its processes both thoroughly and immediately.
(c) GMG agrees to use all information concerning CMI and any other strategies
furnished by CMI and/or Cadez (hereunder, as the “Confidential Information”)
provided solely for purposes of planning and purchasing innovative and monetized
video content on its media partner's platforms. The Confidential Information will be
kept confidential including media partner names, net media costs, clients and agents
unless required to disclose under law, written consent, third-party knowledge or as it
otherwise becomes nonconfidential as described in subparagraph 2 (c). If CMI and/or
GMG fail to consummate the transactions provided herein, CMI shall be afforded a
reasonable time period to determine the total outstanding media costs currently due
(less costs incurred by CMI and its media partners) as described in Exhibit A.
(d) The term “Confidential Information” shall not be deemed to include such information
which: (i) is now, or hereafter becomes, through no act or failure to act on the part of
the receiving party, generally known or available; (ii) is known by the receiving party
at the time of receiving information as evidenced by its records; (iii) is furnished to
the receiving party by a third party; or (iv) is subject to written permission to disclose
such information as may be provided by the receiving party.

3. Disclosure. Before the consummation of this transaction, except as required by law

and based on legal counsel advice, neither CMI nor GMG shall disclose any information or
potential transactions regarding the matters herein contemplated to any third party.

4. Exclusive Dealings. The Company shall not, directly or indirectly, offer or solicit,
initiate or encourage submission of inquires, proposals or offers relating to this transaction and/or
as to assets or any other part thereof with any entities other than CMI and/or its CEO, Mr.
Thomas Cadez, its officers, authorized affiliate or other parties specifically described herein until
the Termination Date or as may be agreed upon in writing by and between The Parties.

5. Non-circumvention. Notwithstanding anything to the contrary in this Agreement, each

party to this Agreement agrees for itself and its affiliates and related parties that it will not
engage in any transaction or disclose any Confidential or Strategic Information that would
interfere with, or deprive CMI of the business opportunity disclosed pursuant to this Agreement,
including but not limited to suppliers, strategic directives, partners or consultants.

6. Miscellaneous.

(a) Severability. If any one or more of the provisions of this Agreement (other than Section
2 hereof) shall, for any reason, be held by an arbitrator, court or other tribunal of competent
jurisdiction to be invalid, void or unenforceable, in whole or in part, with respect to any claim or
class of claims, such adjudication shall in no way affect any other provisions of this Agreement
or the validity or enforceability of the remainder of this Agreement and any provision thus
affected shall itself be modified only to the extent necessary to bring the provision within the
applicable requirements of the law.
(b) Waiver. No term, condition or provision of this Agreement may be waived except by
an express written instrument to such effect signed by The Parties to whom the benefit of such
term, condition or provision runs. No such waiver of any term, condition, provision, irrespective
of similarity, or shall constitute a continuing waiver of the same term, condition or provision,
unless otherwise expressly provided. No failure or delay on the part of any party in exercising
any right power or privilege under any term, condition or provision of this Agreement shall
operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or
further exercise of any other right, power or privilege.
(c) Governing Law. All questions and issues concerning the validity, construction,
interpretation or enforceability of this Agreement and/or of the rights or obligations of The
Parties of this Agreement shall be governed by the substantive laws of the state of California,
excluding its, and any other arguably applicable conflict of law, rules and conditions.
(d). Execution of Counterparts. This Agreement may be executed in any number of
counterparts; each of which when so executed and delivered shall be deemed an original, and
such counterparts together shall constitute only one instrument. Any and all of such counterparts
may be executed within or outside the State of California.
(e). Agreement, Modification and Interpretation. This Agreement, which is inclusive of
Exhibits A through C attached hereto, constitutes the entire understanding between The Parties
and supersedes all prior understandings and agreements between The Parties. Any modification
of or amendment to this Agreement must be in writing and signed by The Parties to be bound by
such modification or amendment hereto.

Please sign and date below to confirm the mutual understandings and agreements as set
forth in this Agreement and return to the undersigned.

Acknowledged and Agreed to by:

Global Media Group (GMG)

________________________ ________
Rita Campbell, CEO Date

Cadez Media, Inc. dba The FusEd Network

________________________ 11/01/22
Thomas Cadez, CEO Date
Exhibit “A”
Duties & Deliverable Costs
The FusEd Network (herein referred to as FusEd) and GMG agree, in good faith, to execute a
Definitive Agreement between The Parties inclusive of following terms and conditions:

1. Purpose. In connection with certain parameters as outlined herein and below between
The Parties and in association with the intent to fulfill all requirements described herein,
The Parties agree that FusEd will provide the following deliverables inclusive of:

○ $2,000,000 in Media Billings - to be agreed upon for initial testing over the
first year (12/01/22 to 11/30/23) or twelve (12) month period which shall be
paid by FusEd on a Net-60 Day basis as shall be outlined in The FusEd/GMG
Insertion Order(s) to individual Publishers (please See, Exhibit "C" attached
hereto). FusEd invoices shall be sent to Publisher's on a "net invoice basis"
and/or with no media commission being added (and disclosed) by/to each
media partner or vendor. Any media discrepancies by and between The Parties
shall be resolved as is described within the content of the Long-term
Agreement (Please see sample agreement marked as Exhibit "B" -
DISCREPANT MEASUREMENT).

○ Until such time as the Definitive Agreement has been agreed upon between
the Parties, all agreements placed as outlined in the test market period,
(whereby the Temporary Agreement and IO sufficed), shall be determined by
the initial Insertion Orders and accompanying documentation and post-run
financials and internal impression counts (Please See, Exhibit "B-C" attached
hereto and incorporated thereby).
○ Bulk Media Buying Strategies - The Parties have mutually executed so that a
minimum media threshold has been established by agreement (insertion
Order) in excess of $2 Million of Digital Media billing revenues has been
negotiated and placed by and between the "Agency Partners." The billing
amount should be established to set forth certain understandings inclusive of
pricing discounts as is outlined and agreed to as is specifically described
within the FusEd Insertion Order attached as Exhibit "C" hereto.
○ Strategic Directives - shall be developed by both Cadez and GMG (as agreed
by the Parties) and are subject to the terms and conditions outlined within the
Temporary Agreement and other proposals outlining various revenue streams
specifically pursuant to mobile media, monetizing proprietary media
strategies, video content, data, print media and developing local analytics and
AI technology creating local media opportunities for Agency's clients.
○ Definitive Agreement – shall be finalized as modified by and between The
Parties by the Termination Date or any extension thereof. The Parties shall
jointly perform its due diligence to finalize the terms and conditions herein.
○ Performance and Execution - as is specifically outlined herein and described
in the IO attached hereto. Other media services (please see, Exhibit "A-B"
attached hereto) shall be mutually agreed upon for the purposes of video
distribution expansion and media inventory strategies which are inclusive of
due diligence efforts, digital video/media content recommendations, mobile
content optimization, video email marketing, AI and data optimization,
operational/technical and weekly impression/inventory reporting and ensuring
The Parties media product offers are effective and long-term digital media
assets of The Parties and its mutual Publisher's base.
WHEREAS, CMI and GMG (hereinafter referred to individually as a "Party" and collectively as
"Parties") wish to establish a mutually beneficial, long-term business relationship, consolidate the
expertise and experiences of each Party to further develop, distribute and promote a turnkey (carousel
type) programmatic video experience which allow multiplatform, AI-infused technology to deliver GMG
branded video-on-demand (VOD) audiences - monetized experiences. Unlike other ad-based video
solutions that rely on expensive technology stacks and manually-operated content management systems,
FusEd currently offers refreshingly accessible, technologically-advanced tools and services that are
proven digital media, non-hard-coded components that generate incremental revenues for its clients from
streaming video content, local media assets, advanced data asset management and other new media
options developed by and between the Parties and its publishing partners.

WHEREAS, FusEd technology assists publishers to create valuable content experiences before, during
and after their content is produced or live streamed, CMI offers full-service media and marketing
strategies and ad operations support inclusive of developing monetization efforts, providing AI based
analytics thereby enhancing current content inventory and enhanced news-based video channels. This
provides additional demand for the portfolio’s video inventory and ultimately enables Publishers to
increase revenue via more holistic management of their local and international video strategy across all
content and media portfolio verticals and platforms.

WHEREAS, The Parties have determined the business and technical feasibility of implementing the
FusEd Ad Unit within its mutually developed media network to be viable, certain understandings between
The Parties have been clearly established prior to consummating its long-term digital media agreement
inclusive of those specific terms and conditions within the Temporary Agreement which shall be utilized
to provide the long-term (definitive) agreement to be attached hereto and incorporated thereby.

IN WITNESS WHEREOF, The Parties hereto have caused their representatives to perform as specifically
outlined herein and as duly executed in two (2) original copies by their duly authorized representatives.

Cadez Media, Inc (CMI) Global Media Group (GMG)

By: By:
------------------------------ -------------------------------------
Name: Thomas Cadez Name: Rita Campbell

Title: President and CEO Title: President and CEO

Date: November 01, 2022 Date: November 01, 2022

---------------------------- ------------------------------

PLEASE NOTE:
EXHIBIT "B" - THE DEFINITIVE AGREEMENT & EXHIBIT "C" - THE INSERTION
ORDER SHALL BE SUBMITTED & ATTACHED HERETO UNDER SEPARATE
COVER.