MAGNATUNE MUSIC LICENSING REPRESENTATIVE AGREEMENT

This Music Licensing Representative Agreement (“Agreement”) is entered as of the day of __________________ 20__ between Redmood Inc. (DBA Magnatune), a Delaware corporation (“Magnatune”) and _____________, Inc., a corporation (“Representative”). 1. Definitions a. Product. “Product” and “Products” shall mean the most current music files of the artists displayed at the www.Magnatune.com web site.

Magnatune reserves the right to discontinue any Product at any time at its sole discretion.

b. License Agreement. “License Agreement” or “License” shall mean Magnatune’s standard Customer License Agreement, in such form and containing such terms as Magnatune may determine. The current Customer License Agreement accompanies the Products in a format which must be accepted by a Customer as a precondition to the use of a Product. Magnatune retains the right to change the form and content of the Customer License Agreement at any time and from time to time. A current copy of the Customer License Agreement is attached as Exhibit B. c. Customer. “Customer” shall mean any person or entity brought to Magnatune’s attention by Representative who purchases any Product. d. Territory. “Territory” shall be worldwide. 2. Appointment of Representative; Limitation on Representative’s Authority

Pursuant to the terms and conditions of this Agreement, during the term hereof Magnatune hereby grants Representative a revocable, non-exclusive, nontransferable license to sell the Products to Customers within the Territory. Representative agrees that the marketing rights granted hereby are nontransferable and nonassignable. Representative is required to complete a California Reseller Certificate in the form attached as Exhibit A. Notwithstanding the foregoing, Representative is not granted any authority to market the Products to any person or entity who is not the intended end user of the Products or who intends to further market the Products either as independent products or as a value added reseller, without prior written consent from Magnatune. Magnatune shall not be required to deliver any Product to Representative until Representative has notified Magnatune of the name, address, telephone number and e-mail address of the Customer to whom the Products shall be licensed, together with such additional information as Magnatune may reasonably request regarding the Customer’s identity and proposed use of the Products, which information Magnatune agrees to receive and hold subject to the provisions of Paragraph 5 (d). Representative shall not have the authority to make any commitments or incur liabilities on behalf of Magnatune, nor shall Magnatune be liable for any acts,

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omissions to act, contracts, commitments, or representations made by Representative except as specifically authorized herein. Representative shall act and operate as an independent contractor. This Agreement does not create or constitute a joint venture, partnership, employment or similar arrangement between Magnatune and Representative.

3. Pricing and Terms of Purchase

Magnatune shall have the absolute right to establish the prices, charges and payment terms governing the sale of Products (collectively the “Purchase Terms”) to Representative (but not between Representative and any Customer of Representative). Magnatune further reserves the right to reject any order submitted by or through Representative, in Magnatune’s sole discretion. The current prices shall be available to the Representative through a web page pricing calculator made available to the Representative by Magnatune.

4. Compensation

Representative shall be entitled to compensation determined in accordance with this Paragraph 4.

a. Referral Bonus Model. In all cases where Representative obtains a Customer, but Magnatune is responsible for billing such Customer directly, Magnatune will remit to Customer a Referral Bonus in the amount of 20% of the Customer’s purchase price (at retail listed prices) for music intended for commercial licensing and/or for physical merchandise. The Referral Bonus will be paid to Representative within thirty (30) days after Magnatune receives payment by the Customer.

b. Resale Model. In all cases where Representative obtains a Customer and is responsible for

billing and collecting payment from such Customer, the following compensation structure will apply:

(i) Purchase Discount. Representative may purchase all Licenses at the following

discount from Magnatune’s listed retail prices: Music for commercial licensing 30% Physical Merchandise 30%

For sales to Customers under this Paragraph 4(b), Representative is authorized to sell the Products to Customers directly at such prices as Representative may negotiate with the Customer. (ii) Payment Terms. Unless otherwise agreed, Representative’s payment to Magnatune

for the Products shall be made in US Dollars by a credit card which is accepted by Magnatune or by wire to the bank account designated by Magnatune within thirty (30)

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days net after the date of Magnatune’s corresponding individual invoices. If payment is not received within such period, Magnatune may in its sole discretion refuse to fill any future purchase orders from Representative until payment is received and, in addition Magnatune may charge interest on payments received after the due date which interest shall accrue at the rate of one percent (1%) per month or, if less, the highest legal rate of interest.

(iii) Charges. Except as otherwise provided herein, Representative shall be responsible for

any freight, transportation, insurance, shipping, storage, handling or similar charges in connection with the shipment of the Products.

(iv) Taxes. All taxes, fees and other governmental charges of any kind including withholding

taxes (except United States taxes imposed on Magnatune which are based on the gross revenues or net income of Magnatune) which are levied, assessed or otherwise imposed by or under the authority of any government or any political subdivision thereof in connection with the sale of licenses of Products by Representative pursuant to this Agreement, shall be borne by Representative.

5. Obligations of Magnatune

a. Support. Magnatune shall provide such technical support to Representative as Magnatune deems to be reasonably necessary to enable Representative to perform its obligations under this Agreement.

b. Updates and New Releases. Magnatune shall provide Representative at the earliest practicable date with copies of, and information relating to, new releases or modifications of the Products.

c. Technical Support to Customers. Magnatune or its designee shall provide technical and maintenance support for the Products to Customers, pursuant to the License Agreement. Representative may provide technical and maintenance support for the Products to Customers at its own cost.

d. Confidentiality. Magnatune will not sell, lend, or share information regarding any Customer which is delivered to it by Representative pursuant to Paragraph 2 without Representative’s consent or unless required to do so in accordance with law or a court order. Magnatune may use such information for its own internal purposes including, without limit, providing technical support and conveying to such Customers informational announcements regarding the Product, including software upgrades and bug fixes.

6. Obligations of Representative

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a. Authorized Statements. Representative is authorized to represent to its Customers only such facts about the Products as Magnatune itself states in its product descriptions, advertising, and promotional materials or as may be stated in other non-confidential, written material furnished by Magnatune. Representative agrees to defend, indemnify and hold Magnatune harmless from any liability arising in connection with an unauthorized statement or misrepresentation of fact made by Representative or its agents to any party with respect to the Products.

b. License Agreement. Representative shall not have any authority to alter, amend, enlarge or limit any term, condition or provision of the Magnatune License Agreement.

c. Confidentiality. Representative understands and agrees that Magnatune will

communicate to Representative (or its designees) certain confidential and proprietary information concerning the Products and know-how, technology, techniques and marketing plans relating to the Products (collectively the “Know-How”), all of which are confidential, proprietary to and trade secrets of Magnatune. Representative agrees to hold all of such Know-How itself and within Representative’s own organization and shall not, without specific prior written consent of an authorized officer of Magnatune, utilize in any manner, communicate or disclose any part of the Know-How to any third party. Representative acknowledges that (i) the restrictions contained in this Agreement are reasonable and necessary to protect Magnatune’s legitimate interest, (ii) remedies at law will be inadequate and any violation of these restrictions will cause irreparable damage to Magnatune, and (iii) Magnatune will be entitled to injunctive relief against each violation. In the event Representative receives any demands or legal process seeking disclosure of any Know- How, Representative shall promptly notify Magnatune and Magnatune shall have the right, but not the obligation, to participate in the response to such demand or process. Representative further agrees that all confidentiality commitments hereunder shall survive the termination of this Agreement for any reason.

d. Ownership. Representative acknowledges and agrees that Magnatune and/or its

associated artist suppliers are the sole owners of all right, title and interest in the Products and Magnatune website and technology, including all copyrights, Know-How, trade secrets, patents and other proprietary rights, and all proprietary, trademark or copyright markings thereon throughout the world. Representative shall not do anything or commit any act which might prejudice or adversely affect the validity of Magnatune’s or its artist suppliers’ ownership rights or markings. Representative agrees that its obligations under this paragraph shall survive the expiration or earlier termination of this Agreement for any reason.

e. Proprietary Markings. Representative agrees not to remove or destroy any proprietary, trademark or copyright markings or confidentiality legends placed upon or contained within the Products (including the “Magnatune.pl” and “Magnatune.plc” web interface files) or any related materials or documentation. Representative further agrees to insert and maintain such proprietary or copyright markings or confidentiality legends within any related materials or documentation. Representative shall cease to use the markings, or any similar markings, in any manner after the expiration or other termination of this Agreement.

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f. Legal Notices. Representative shall immediately advise Magnatune of any legal notices served on Representative that might affect Magnatune.

g. Costs and Expenses. Representative shall be solely responsible for all its costs,

salaries and other expenses incurred in connection with the performance of its obligations hereunder, and Magnatune shall have no liability, obligation or responsibility therefor.

h. Marketing. Representative will submit the design of packaging and other significant

promotional literature to Magnatune for approval. Magnatune will not unreasonably withhold or delay such approval.

i. Protection of Proprietary Rights. Representative shall, at its own cost and expense,

protect and defend Magnatune’s ownership of the Products and all copyrights, trademarks and trade secrets associated therewith against all claims, liens, legal processes of creditors of Representative and misappropriations by third parties from Representative, its agents or employees and keep the same free and clear from all such claims, liens, processes, and misappropriations. Representative shall promptly notify Magnatune of any such claims, liens, legal processes or misappropriations and Magnatune shall have the right, but not the obligation, to participate in any related hearings or procedures with respect to the same or take such other actions in response thereto as Magnatune may determine in its sole discretion.

7. Order and Shipment

a. Order and Delivery. Each order placed by Representative shall specify the type and quantity of the subject Product, the identity of the customer, and the requested delivery date. Without written notice of rejection by Magnatune within seven (7) days after Magnatune receives an order, the order shall be considered acknowledged and accepted by Magnatune.

b. Shipment. All Products and Licenses shall be made available to Representative, or directly to the Customer, as appropriate, from Magnatune’s server via the Internet.

8. Term and Termination

a. Term. This Agreement shall commence as of the date set forth above and shall remain in effect until terminated as follows:

(i) Convenience. Either party may elect to terminate this Agreement for any or no

reason by giving written notice to the other at least thirty (30) days prior to the designated date of termination and this Agreement will terminate as of the designated termination date.

(ii) Breach. Upon the breach of either party of any its obligations under this

Agreement and failure to cure such breach within thirty (30) days of the breaching party’s receipt of

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written demand from the other party that the same be cured, the non-defaulting party may terminate this Agreement effective upon ten (10) days’ written notice. Notwithstanding the foregoing, if the breach is of a nature which is incapable of cure, then the thirty (30) day cure period shall not be required and the non-defaulting party may terminate this Agreement effective upon ten (10) days’ written notice to the breaching party.

(iii) Insolvency. In the event that either party be adjudged insolvent or bankrupt, or

upon the institution of any proceedings by or against it seeking relief, reorganization or arrangement under any laws relating to bankruptcy or insolvency (which proceedings are not dismissed within ninety (90) days after they have been filed), or upon any assignment for the benefit of creditors, or upon the appointment of a receiver, liquidator or trustee of any of its property or assets, or upon the liquidation, dissolution or winding up of its business, then and in any such events this Agreement may be terminated by the other party upon giving written notice thereof, and upon the receipt of such notice this Agreement shall immediately terminate.

(iv) Wrongful Assignment. If Representative attempts to assign this Agreement

without prior written consent of Magnatune, Magnatune may terminate this Agreement if such Assignment is not cancelled in a writing satisfactory to Magnatune within seven (7) days after Representative has received of written notice from Magnatune to do so.

(v) Termination of Business. If Representative ceases to conduct its business,

Magnatune may terminate this Agreement if Representative does not resume business in a manner satisfactory to Magnatune within ten (10) days after Representative receives written notice from Magnatune to do so.

(vi) Dishonesty or Other Damage. Magnatune may terminate this Agreement

immediately by written notice to Representative if Representative engages in dishonesty or other behavior or activity which in Magnatune’s reasonable judgment would cause injury to Magnatune or damage, tarnish, blur or dilute the quality associated with Magnatune’s trademarks, trade names, representation, or the associated goodwill.

b. Effect of Termination. Upon the termination of this Agreement for any reason (the

“Termination Date”), the marketing rights granted to Representative by this Agreement shall immediately cease and terminate. For a period of six (6) months after the Termination Date, Magnatune may in its sole discretion elect to purchase all or any of Representative’s remaining inventory of Products at the price for which such Products were originally sold to Representative pursuant to this Agreement.

c. Duties on Termination. Upon the expiration or termination of this Agreement for any

reason, the obligations of confidentiality set forth in this Agreement shall nevertheless remain in full force and effect. Representative shall retain copies of all License agreements and records of sales of Products for a period of at least three (3) years following the date of termination.

9. Warranty

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a. Magnatune Representations. Magnatune represents and warrants to Representative that:

(i) It has and will have, throughout the term of this Agreement, the right to license the Products to Representative according to the terms and conditions of this Agreement;

( (ii) The making of this Agreement by Magnatune does not violate any agreements,

rights, or obligations existing between Magnatune and any other person, firm or corporation.

b. Representative Representations. Representative represents and warrants to Magnatune that:

(i) It has the legal right and authority to enter into this Agreement; (ii) The making of this Agreement by Representative does not violate any

agreements, rights, or obligations existing between Representative and any other person, firm or corporation. 10. Warranty Disclaimers

a. Any use of the Products, including, without limitation, modification of the Products’ web interface (Magnatune.pl and Magnatune.plc), will be at the Customer's sole risk. Magnatune assumes no liability whatsoever as a result of anyone's use of the Products and makes no representation as to the capability, quality, performance or suitability of the Products for use with any other software or for any other purpose whatever.

b. THE REPRESENTATIONS AND WARRANTIES EXPRESSLY GRANTED IN

THIS AGREEMENT ARE THE SOLE REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, MADE BY MAGNATUNE WITH RESPECT TO THE PRODUCTS. ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET ENJOYMENT, OR WARRANTIES AGAINST INFRINGEMENT ARE EXPRESSLY EXCLUDED AND DISCLAIMED.

11. Indemnification. In the event that any suit is brought against Representative based on a claim that the unmodified version of the Products originally delivered by Magnatune infringes any existing United States patent, copyright, or trade secret, Magnatune agrees that it will:

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a. defend the suit at its expense, provided that Representative promptly notifies Magnatune of the existence of such claim and is given complete authority and information required to defend the suit;

b. pay all damages and costs awarded against Representative; provided that Magnatune will not be responsible for any cost, expense, or compromise made by Representative without Magnatune’s written consent; and

c. allow Representative to participate in the defense of such suit at its own expense, if it so elects

d. Magnatune’s Options. Should the Products or any part thereof become, or in Magnatune’s opinion, be likely to become, the subject of a claim for infringement, Magnatune shall, at its own expense and option, either procure for Representative or any Customer the right to continue using such Product or replace the same with a non-infringing equivalent or modify the Product so that it becomes non-infringing. If neither of these options is reasonably practical, Magnatune may require that the subject Product be returned and this Agreement shall be terminated upon a refund to Representative of all funds paid to Magnatune by Representative hereunder with respect to such returned Product. Magnatune shall have no obligation with respect to any such claim based upon any modification of a Product or its combination, operation or use with other products or items not provided by Magnatune. Magnatune shall have the option to procure continued use of the Products at its own expense. This Paragraph 11 states Magnatune’s entire obligation regarding infringement or the like.

e. Unauthorized Use. Magnatune shall have no obligation to defend or satisfy any claims made against Representative that arise from the use, marketing, licensing, or disposition of any Product by Representative in a manner other than as permitted by this Agreement.

12. Hold Harmless

Representative shall be solely responsible for all investments made or expenses incurred in connection with the establishment or operation of its business. Representative expressly agrees that it will act under this Agreement as an independent contractor in accordance with the terms of this Agreement and will indemnify and hold Magnatune free and harmless against any and all claims, liabilities, losses, damages, costs and expense arising from or with respect to:

a. The termination of any other agreements as may be entered into by Representative as a

result of the termination of this Agreement; or b The discharge or termination of any personnel employed directly or indirectly by

Representative as a result of the termination of this Agreement, and the assessment of any payments, taxes, or other charges payable with respect to any such personnel, persons, corporations, or other business entities as a result of such termination of this Agreement; or

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c. Any acts of Representative or its agents which give rise to claims that such acts were committed by or on behalf of Magnatune by Representative acting in the role of Representative or otherwise; or

d. Any claims made by any third party that Representative’s execution and performance of

this Agreement is in violation of any agreement made by Representative in favor of any other party.

13. Limitation of Liability. Except with respect to liability under the Confidentiality and Ownership provisions of this Agreement: (a) in no event will either party be liable to the other party or any other person or entity claiming as a parent, subsidiary, agent, assignee, successor or other derivative relation to the other party for consequential, indirect or special damages, including punitive damages of any kind, loss of revenue damages, loss of opportunity, business, or data, loss of profits or other financial loss damages arising from any claim or action hereunder, based on contract, tort or other legal theory and (b) except with respect to a claim by Magnatune for breach of Representative’s payment obligation under this Agreement, the limitation of liability shall be the total payments made by Representative to Magnatune with respect to the Product(s) out of which the claim arose in the twelve (12) months preceding the claim. The parties agree that these limitations of liability are essential to the bargain hereunder and in its absence the terms/conditions would be substantially different.

14. Miscellaneous Provisions

a. Not a Joint Venture. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between Magnatune and Representative. Magnatune and Representative shall have no power to control the activities and operations of the other and their status is, and at all times will continue to be, that of independent contractors with respect to each other. Neither party shall have any power or authority to bind or commit the other.

b. Governing Laws. This Agreement shall be construed and enforced in accordance with

the laws of the State of California without regard to the conflicts of laws principles thereof. Any action or suit related to this Agreement shall be brought exclusively in those state or federal courts of the State of California with appropriate venue.

c. Entire Understanding; Amendment. i. This Agreement constitutes the entire understanding of the parties hereto and

may not be modified or amended except in writing signed by both parties. No person not a party hereto shall have any interest herein or be deemed a third party beneficiary hereof.

ii. This Agreement may only be amended, changed or modified in a writing signed

by both parties. d. Notices. All notices, requests, demands or communications required under this

Agreement shall be in writing and shall be deemed effectively given upon personal delivery to the party

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to be notified or upon deposit with the United States Post Office by certified mail, return receipt requested, postage prepaid or by recognized overnight courier and addressed to the party to be notified at the address set forth below (or at such other address as shall be given in writing by either party to the other).

e. No Waiver. The failure of either party to enforce any of the provisions of this

Agreement shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.

f. Attorney’s Fees. In any litigation arising from the enforcement of this Agreement, the

prevailing party shall be entitled to reasonable attorneys’ fees and all costs of proceedings incurred in enforcing this Agreement.

g. Assignment. This Agreement shall inure to the benefit of, and be binding upon,

Magnatune, Representative and their respective successors and assigns. This Agreement and the rights it creates shall not be assignable by Representative without the prior written consent of Magnatune. In the event Representative wishes to delegate the performance of any of its obligations hereunder to a third party, the written consent of Magnatune must first be obtained. Magnatune reserves the right to approve all terms of any such delegation of authority and any such purported assignment or delegation without the written consent of Magnatune shall be void and of no effect.

h. Foreign Reshipment Liability. This Agreement is made subject to any laws,

regulations, order or other restrictions on the export from the United States of America of any Products, or of information about such Products, which may be imposed from time to time by the Government of the United States of America. Representative will not export, directly or indirectly, any such Products or information pertaining thereto to any country for which the Government of the United States of American or any agency thereof requires an export license or other governmental approval at the time of export without first obtaining such license or approval. i. Severability. If any part of this Agreement is determined by any court or tribunal of competent jurisdiction to be wholly or partially unenforceable for any reason, such unenforceability shall not affect any other part of this Agreement.

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AGREED: Date: Date: REDMOOD INC (DBA MAGNATUNE) REPRESENTATIVE By: By: 2070 Allston Way, Suite 102 (Address) Berkeley, California 94704 USA Country: Tel: +1-510-684-4175 Tel: Fax: +1-510-365-8078 Fax: Email: info@Magnatune.com Email:

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EXHIBIT A

CALIFORNIA RESELLER CERTIFICATE ___________________________________________________ Name of purchaser ___________________________________________________ Address of purchaser I HEREBY CERTIFY: That I hold a valid Seller's Permit No. _______ issued pursuant to the Sale and Use Tax Law (note: a valid seller's permit number is not required if you certify that you will not be making any sales to any entity in the state of California. If this is the case, please enter your initials here:____________ ) I am engaged in the business of selling _______________________ That the tangible property described herein which I shall purchase from Magnatune will be resold by me in the form of tangible property, delivered electronically over the Internet, that in the event any such property is used for any purpose other than retention, demonstration, or display while holding it for sale in the regular course of business, it is understood that I am required by the Sales and Use Tax Law to report and pay tax, measured by the purchase price of such property or other authorized amount. Description of property to be purchased: Music Licenses to music by Magnatune's artists, which is delivered electronically over the Internet. _______________________________________________ Date _______________________________________________ Signature of Purchaser or Authorized Agent _______________________________________________ Title

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EXHIBIT B

Magnatune Customer License Agreement

MAGNATUNE.COM CUSTOMER LICENSE AGREEMENT

This Customer License Agreement ("Agreement") is made as of < > between Redmood, Inc., dba Magnatune ("Magnatune") and the entity identified in Schedule "A" hereto ("Licensee").

PURPOSE A. Magnatune is authorized to grant certain rights on behalf of an artist who owns the copyright ("Artist")

in and to (i) the sound recording ("Master") and, (ii) the underlying musical composition ("Work"), as described in Schedule "A" attached hereto, collectively ("the Tracks").

B. Licensee seeks to license the Tracks described in Schedule “A”, which were located on Magnatune’s website www.magnatune.com (“the Site”). Licensee is engaged in the production of a production described in Schedule "A" (the "Project") and wishes to license the Tracks for use in connection with the Project, including use in connection with the production, exhibition and exploitation of the Project that may be used in the promotion thereof as described in Schedule "A" ("the Use").

NOW THEREFORE, the parties hereto, intending to be legally bound by the terms and conditions contained herein, hereby agree as follows:

AGREEMENT 1. License Grant and Performance Rights . 1.1 License Grant. In consideration of the terms, conditions, covenants and warranties herein, Magnatune, on behalf of Artist, grants to Licensee a non-exclusive and non-assignable license to use the Tracks and the approved name and likeness and biography of Artist and producer, writer and composer of the Tracks ("the Materials") in connection with the Use only, limited to the Territory, and during the Term hereof (as each of the foregoing are defined in Schedule "A") ("the License"). 1.2 Performance Rights . Any public performance of the Project is subject to the clearance of the applicable public performance rights in force from time to time applied by the performing rights society in each part of the Territory in accordance with their respective prevailing terms and conditions. 1.3 License for Use on Licensee’s Website . Where Licensee shall designate Magnatune to collect Internet Performance Royalties then Magnatune, on behalf of Artist, hereby grants Licensee a license to publicly perform the Tracks in connection with the exhibition of the Project on Licensee's web site only (as set forth on Schedule "A"). Such license shall be limited to the Tracks only and Licensee shall obtain separate Internet Performance licenses for all Tracks not licensed hereunder from the applicable performing rights society in accordance with their customary terms and conditions. 2. License Fee and Payment Terms. 2.1 License Fee. In consideration of the License, Licensee shall pay Magnatune the License Fee set forth in Schedule "A". 2.2 Payment Terms. Licensee shall pay the License Fee in full at the time of execution of this Agreement. Licensee expressly agrees that the terms of the License granted under this Agreement shall be valid only AFTER Licensee has made payment in full for the License Fee to Magnatune and such payment has cleared. Any use by Licensee of the License granted under Section 1 without completing full payment of the License Fee shall constitute a material breach of this Agreement, entitling Magnatune all available remedies under California law.

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2.3 Taxes. Licensees shall pay and be responsible for all taxes and levies. 3. Attribution of Tracks. Licensee shall attribute and credit the Tracks in all promotion, exhibition and exploitation of the Project in a substantially similar form to that set forth in Schedule “A”. 4. Alteration of the Tracks.

Licensee shall be permitted to shorten the length of the Tracks or remix the Tracks, or any part thereof, as necessary for its use in the Project provided that Licensee complies with the warranties stated in Section 6. 5. Reserved Rights. Licensee acknowledges and agrees that all rights in and to the Tracks, whether now known or hereafter in existence, that are not licensed hereunder are specifically reserved by Magnatune on behalf of Artist. 6. Licensee's Warranties and Indemnity. Licensee represents and warrants to Magnatune that: 6.1 Accuracy of information. All information provided by Licensee herein and during the Term hereof shall be accurate, complete and not misleading in any material respect. 6.2 Limited Use of Tracks and Materials. Licensee shall only use the Tracks and the Materials for the Use and only in connection with the Project as defined in Schedule “A” and shall not use, exploit or in any way attempt to obtain any benefit therefrom, except in strict accordance with the terms of this Agreement. 6.3 Safeguards for Use of Tracks . Licensee shall maintain strict controls and safeguards in connection with the Tracks and the Materials to prevent any unauthorized use or distribution thereof and shall use its best efforts to ensure that any transmission thereof is undertaken in a safe manner so as to prevent unauthorized copying or retransmission by any third party. 6.4 No Duplication . Licensee shall not, except to the extent allowed by Magnatune hereunder and solely in connection with its authorized use of the Site, copy or otherwise duplicate directly or indirectly any portion of the Site including without limitation, any of the information, trademarks, logos, designs, graphics, systems, Tracks or otherwise contained therein for any purpose ("Magnatune Protected Materials") and shall not use any software that enables the copying or duplication of Magnatune Protected Materials for later off line viewing (“Web Copying”). 6.5 Copyright Notices. Licensee shall abide by all copyright notices, information, or restrictions applicable to any Magnatune Protected Materials and the Tracks and the Materials or otherwise published on the Site. 6.6 Indemnity. Licensee shall indemnify, hold harmless and defend Magnatune from and against any and all claims, demands, suits, damages, liabilities and all reasonable expenses connected thereto, including attorneys' fees, against or suffered by Magnatune with respect to any matter that arises from or is a result of a breach or attempted breach of this Agreement by Licensee. 6.7 Performance Rights Societies. Licensee will comply with all requirements of the applicable performing rights societies as set forth in Section 1.0 above. 7.0. Magnatune’s Warranty, Indemnity, Disclaimer and Limitations of Liability. 7.1 Warranties. Magnatune warrants only that it has the right to grant the License on behalf of Artist. Magnatune agrees to indemnify and hold harmless Licensee from and against any and all claims, costs, losses, expenses, damages, judgments and liability (including reasonable attorney's fees) which may arise as a result of or in connection with a breach of Magnatune's warranty herein provided, however, that in no event shall Magnatune's total liability exceed the License Fee paid by Licensee hereunder. 7.2 Disclaimer. Magnatune is acting on behalf of third party copyright owners and disclaims in connection with any Tracks(s) or Materials offered by the Site or otherwise any and all warranties of title, copyright infringement, merchantability or fitness for any purpose, application or condition of whatsoever nature without limitation

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7.3 Limitation of Liability . Magnatune shall not be liable for any indirect, special or consequential damages including but not limited to loss of anticipated profits, in connection with or arising from this Agreement and shall not be liable for any loss, damage, claim or liability arising from or related to any software program, data errors, digital transmission errors, failures, interruptions or delays, regardless of cause. 8.0 Additional Restrictions and Rights. Licensee acknowledges and agrees to the following restrictions and rights concerning use of the License conferred under this Agreement: 8.1 No Use Encouraging Illegal Activities. No uses encouraging or associated with illegal or illicit activities allowed. 8.2 Motion Picture Broad Rights . The right throughout the Territory to fix and record the Tracks in synchronization or timed relation with the Project and to make copies thereof and of the Materials in the form of negatives and prints necessary for distribution, exhibition and exploitation in all media now known or hereafter devised, including, without limitation, theatrical and non-theatrical exhibition and broadcast on all forms of television, including network, non-network, local or syndicated broadcasts, "pay television", "cable television", "subscription television", "CATV", closed circuit television and to import and export film copies of any gauge of the Project embodying the Tracks and the Materials. 8.3 Resale of Tracks as Soundtrack: The right throughout the Territory to cause or authorize the resell the Tracks as a soundtrack on any audio devices and in any format whether now known or hereinafter devised (“Audio Devices”), and the use of the Materials in and as part of the resell of the Tracks. Notwithstanding anything to the contrary contained in this Agreement, in the event that Licensee shall receive a royalty or sale fee of any description in connection with the resell of the Tracks, whether sold or licensed directly or indirectly, then Licensee shall account to and pay Magnatune a royalty fee (“Royalty Fee”) which shall amount to 100% of the Statutory Rate and not less than .08 cents per Track. Licensee shall account to and pay such royalties to Magnatune within thirty (30) days of Licensee's receipt thereof. 8.4 Out of Context Trailers. The right throughout the Territory to use and perform the Tracks and the Materials as authorized herein in connection with trailers, adverts and promo's (out of context with the use in the Project) utilized to advertise and publicize the Project. 8.5 Motion Picture Trailers. The right throughout the Territory to fix and record the Tracks in synchronization or timed relation with the visual elements of the Trailer and to make copies thereof and of the Materials in the form of negatives and prints necessary for distribution and exhibition of the Trailer in all media now known or hereafter devised, including, without limitation, theatrical and non-theatrical exhibition and broadcast on all forms of television, including network, non-network, local or syndicated broadcasts, "pay television", "cable television", "subscription television", "CATV", closed circuit television and to import and export film copies of any gauge of the Project embodying the Tracks and the Materials. 8.6 Free Television Only. The right throughout the Territory to fix and record the Tracks in synchronization or timed relation with the Project and to make copies thereof and of the Materials in the form of negatives and prints necessary for distribution, exploitation and exhibition of the Project in all forms of free television, including network, non-network, local or syndicated broadcasts (but excluding cable transmission or "CATV" television). 8.7 Pay and Subscription TV Only. The right throughout the Territory to fix and record the Tracks in any manner, medium, form, or language in synchronization or timed relation with the Project and to make copies thereof and of the Materials in the form of negatives and prints necessary for distribution, exhibition and exploitation via cable television, pay television, subscription television, CATV systems or via any form of receiver for which a fixed fee or subscription fee is charged to the viewer for the viewing of the Project alone or as part of a program of viewer selections. 8.8 All TV. The right throughout the Territory to fix and record the Tracks in any manner, medium, form, or language in synchronization or timed relation with the Project and to make copies thereof and of the Materials in the form of negatives and prints necessary for distribution, exhibition and exploitation via all forms of television, including free television, network, non-network, local or syndicated broadcasts, cable television, pay television, subscription television, CATV systems or otherwise, including exhibition on common carriers. 8.10 Internet. The right throughout the Territory to fix and record the Tracks in any manner, medium, form, or language in synchronization or timed relation with the Project and to make copies thereof and of the

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Materials in the form necessary for transmission via the Internet by means of so-called real-time streaming or similar methods of interpreter program transfer, Save that such right shall exclude the right to include transfers via compiler programs or compressed methods (i.e. "batch" modes) or otherwise. 8.11 Student Magnatune License. The right to synchronize the Tracks in timed relation with the visual elements of the Project. No rights are granted hereunder for the use of the Tracks or the Materials in the creation of any advertising, trailers, videograms, tapes or discs or for any other ancillary purpose. The Tracks may only be used in the Project where it shall be exhibited, performed or otherwise used by currently enrolled students of accredited educational institutions for academic purposes and no right is granted hereunder to make multiple copies of the Tracks or to perform the Tracks as embodied in the Project for any non-academic purpose. 9.0 General. 9.1 Notices. All notices permitted or required under this Agreement shall be in writing and shall be delivered as follows (i) by email, (ii) by U.S. Mail (iii) by facsimile transmission, or (iv) by certified or registered mail, return receipt requested, five days after deposit in the mail. 9.2 Waiver and Severability . The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such provisions within the limits of applicable law or applicable court decisions. 9.3 Arbitration and Controlling Law. Any and all disputes that may arise between the Parties under or in connection with this Agreement shall be submitted (together with any counterclaims and disputes under or in connection with other agreements between the parties) to final and binding arbitration heard by a single arbitrator in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (the “AAA”). The arbitration shall be conducted in San Francisco, California. All questions concerning the validity, operation, interpretation, and construction of this Agreement will be governed by and determined in accordance with the laws of the State of California. 9.4. No Agency. The relationship between Magnatune and Artist is that of independent contractors. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties or to allow either party to bind the other or incur any obligation on its behalf. 9.5. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. 9.6 Assignment. Magnatune may assign this Agreement to any entity to which it transfers all or substantially all of its ownership interest, whether through merger, acquisition or sale of assets. Otherwise, neither party may assign, voluntarily, by operation of law, or otherwise, this Agreement without the other party’s prior written consent, and any attempt to do so without that consent will be void. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns. 9.7 Termination. Magnatune shall have the right to terminate this Agreement forthwith upon a material breach or attempted breach by Licensee of any of the terms and conditions hereof unless such breach is cured within thirty (30) days following written notice to Licensee thereof, except that Licensee's failure to pay the License Fee as required under the terms of Section 2 shall be deemed a material breach. Upon expiration or termination, Licensee shall have no further right to use the Tracks or the Materials and any further use thereof whatsoever shall represent an act of copyright infringement. 9.8 Magnatune’s Site. Magnatune reserves the right, at its sole discretion, to change, modify, add or remove portions of the Site and/or to vary suspend or discontinue any aspect thereof at any time. The Site is protected by copyright as a collective work and/or compilation, pursuant to copyright law and Licensee may not modify, publish, transmit, participate in the transfer or sale of, reproduce (except as provided herein), create derivative works from, distribute, perform, display, or in any way exploit any Magnatune Protected Materials in whole or in part. 9.9 Magnatune’s Protected Materials. Magnatune Protected Materials and all rights therein, are protected by all applicable copyright laws, and are owned and/or controlled by Magnatune or the party credited by

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Magnatune as the provider thereof. 9.10 Entire Agreement. This Agreement is the entire agreement between Artist and Magnatune, which supersedes any prior or contemporaneous agreement or understanding, whether written or oral, and any other communications between Artist and Magnatune relating to the subject matter of this Agreement. This Agreement may not be changed orally, but only by a writing signed by both parties which specifically references this Agreement. 9.11 Survival: The provisions of Sections 2, 5, and 9 shall survive termination of this Agreement. 9.12 Headings. The headings herein are for convenience only and are not intended by the parties of or to affect the meaning or interpretation of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their Authorized representatives below as of the date first above written. Licensee: By: _____________________, Magnatune: By: _____________________, Title: ____________________,