1 2 2 3 W i l s h i r e B l v d S u i t e 6 8 8 S a n t a M o n i c a C A 9 0 4 0 3 - 5 4 0 0 U S A 3 2 3 . 9 3 3 . 9 9 7 9

License Agreement

PLEASE READ THIS AGREEMENT CAREFULLY. BY USING ANY OF THE MUSIC AND SOUND EFFECT AUDIO FILES ("Sounds") ON THIS CD_ROM, YOU ("Licensee") HEREBY AGREE TO AND ARE BOUND BY THE TERMS AND CONDITIONS OF THIS END USER AGREEMENT.

1. Licensee, or their customers, shall have a worldwide, non-exclusive, non-assignable and non-transferable right to use the Sounds only in synchronization or timed-relation with other audio and/or audio-visual productions ("Projects") for broadcast and/or non-broadcast purposes and shall have mechanical reproduction rights only in connection with Projects subject to the following restrictions:

a. The Sounds may not be transferred, copied, or duplicated by itself, either in whole or in part, other than in timed-relation with the Projects with the exception that Licensee may make one copy for back-up or archive purposes. Further, the Sounds, apart from the Projects, may not be resold, licensed, leased or in any way distributed to any third party without the express written permission of Partners In Rhyme.

b. Release of the Sounds with only the addition of lyrics to the shall require notification for approval of the copyright owner.

c. Release of the Sounds on any commercially available audio-only product (e.g., compact disc or other phonorecords) shall require notification for approval by the copyright owner.

2. Licensee is hereby granted the perpetual, non-exclusive right and license to publicly perform, for profit or non-profit, and authorize others to perform the Sounds in connection with the Projects.

3. Partners In Rhyme represents and warrants that it has the right to license one hundred percent (100%) of the Sounds throughout the territory and grant all the rights herein granted to Licensee and that this Agreement does not infringe on any the rights of any third parties.

4. The term of this Agreement is for the remainder of the current term of the U.S. Copyright in the Track(s) and all renewal terms thereof.

5. This Agreement does not authorize or permit any use of the Sounds not expressly set forth herein or to make any other use of the Sounds not expressly authorized hereunder. Partners In Rhyme reserves all rights not expressly granted to Licensee hereunder. All rights granted hereunder are granted to a non-exclusive basis.

6. Partners In Rhyme's liability shall in no event exceed the actual license fee paid by Licensee. Partners In Rhyme accepts no responsibility for any loss of business or business profits resulting directly or indirectly from the performance of the Sounds.

7. This Agreement shall be governed by and construed under the law and judicial decisions of the State of California applicable to agreements to be wholly performed within said State. Should any paragraph or provision hereof, and the remainder of this Agreement shall be effective as if such void, invalid or inoperative paragraph or provision had not been contained therein.

8. This license is binding upon and shall inure to the benefit of the respective successors and/or assigns of the parties hereto.

9. IN THE EVENT OF ANY MATERIAL BREACH OF THIS AGREEMENT OR ANY USE OF THE Sounds BY A THIRD PARTY, ALL RIGHTS GRANTED UNDER THIS AGREEMENT SHALL TERMINATE IMMEDIATELY. ANY CONTINUED USE OF THE Sounds BY LICENSEE SHALL CONSTITUTE AN INTENTIONAL INFRINGEMENT OF THE COPYRIGHTS IN AND TO THE Sounds. THE COPYRIGHT OWNER(S) OF THE Sounds HEREBY RESERVES ALL THEIR RIGHTS TO LEGAL AND FINANCIAL REMEDIES AND RELIEF.