CHARLY ACQUISITIONS LIMITED AND_______________________ NON EXCLUSIVE REPRESENTATION AGREEMENT FOR PRE-CLEARED MUSIC This agreement ("Agreement") is made between Charly Acquisitions Limited of The Old Station, Sark via Guernsey, GY9 OSB, Channel Islands ("Company") on the date and with the entity ("Content Provider") set forth below, collectively ("the Parties"). WHEREAS: Content Provider owns and controls the copyright in and to certain master recordings and the musical compositions embodied therein "Represented Tracks" and Company's agent LicenseMusic.com APS ("LM") is involved in the online licensing, marketing and sale of "Tracks" to their registered "Customers" (as each of the foregoing are hereinafter defined) via the URL www.licensemusic.com, which for the avoidance of doubt includes without limitation, any and all sub-URL's of LM, or authorized or powered by LM and any third party sites featuring Tracks and/or using any LM web properties or assets ('the Site"). WHEREAS: Content Provider wishes the Represented Tracks to be offered by LM on the Site as "Pre-Cleared Music" (as hereinafter defined) and Company agrees to make the Represented Tracks available to LM upon the terms and conditions set forth herein, and WHEREBY: In consideration of the mutual covenants and promises contained herein, the Parties hereto agree as follows: 1. Grant of Rights. Content Provider grants Company and hereby permits Company to grant LM the non-exclusive right and full authority throughout the "Territory" and during the "Term" hereof (as each of the foregoing are hereinafter defined) via the Site and in connection with the Represented Tracks set forth in Schedule "A" hereto (as the same may be amended or supplemented during the Term) to price set, negotiate and grant the rights set forth below including for the avoidance of doubt for periods exceeding the Term: In connection with: a) Synchronization. The right to market, offer for license and to license the Represented Tracks or any part, segment, sample or fraction thereof, for use in synchronization or timed-relation or transcription with audio-visual productions of any nature whether now known or hereafter created, including without limitation, motion pictures, TV programming, commercials, videograms and CD-ROMs and including the use thereof in connection with the distribution, exhibition, promotion and advertising of such productions in any media, manner, or form, and the copying, manufacture, distribution and sale by any means, method, process or technology of any form of derivative of such productions intended for retail sale or otherwise. Save that the foregoing rights shall not include the right to license the reproduction of Represented Tracks for inclusion in any audio-only retail product derived from such productions except pursuant to Content Provider's prior written consent; b) Internet Performance. The right to market, negotiate and license Represented Tracks for Internet synchronization on or via Customers web sites or other online applications, including the right to license the public performance rights therein; c) Internet Multimedia Reproduction. The right to market, negotiate and license Represented Tracks for the synchronization and reproduction thereof as part of internet-based audio-visual multimedia productions including without limitation digital post cards, sonified e-mails, rich media and personal digital media productions; d) Telephony, Streaming and Webcast Transmission. The right to market, negotiate and license the streamed public transmission of the Represented Tracks from the LM server, Customers servers or such servers or telephony wireless operators as are designated and authorized by LM; e) Special Markets. The right to market, negotiate and license Represented Tracks for use in special products, including without limitation as premiums, incentives, give-aways, promotions, audio compilations and business to business applications generally, save that LM shall not have the right to license Represented Tracks for inclusion in audio-only compilations in the form of CDs or otherwise which are intended for commercial retail sale except with Content Providers prior written consent; f) Adaptations. The right to authorize licensees of Represented Tracks to edit the same for timing purposes or to edit or remove lyrics, or to sample any portion or portions thereof; g) Limited Reproduction. The right to copy and authorize Customers to copy Represented Tracks for the purposes of temp-tracking, editing, encoding, hosting and archiving or the production of ephemeral copies; h) Materials. The right to use, reproduce, display, distribute and license Content Provider's trademarks, artwork, photographs, liner notes, song lyrics, artists name and likeness and any other design elements provided by Content Provider in connection with the Represented Tracks "Materials", with or without materials not the subject hereof; i) Promotion and Demonstration. The right to use the Represented Tracks and Materials without payment to Content Provider in relation to or arising from the promotion and marketing activities of LM including, without limitation, (i) the right to perform, broadcast and transmit Represented Tracks on the Site, (ii) toreproduce Materials in all LM marketing materials for the purposes of advertising, marketing and promotion, (iii) to use Represented Tracks and Materials for preview and demonstration purposes to Customers andpotential customers, (iv) to manufacture and distribute demonstration or promotional copies of Represented Tracks in the form of Digital Downloads and CDs or otherwise in Company 's sole discretion; j) Pricing. The right to set the license fee for any and all licenses of the Represented Tracks hereunder including without limitation special pricing arrangements for multiple licenses, licenses to key customers, annuals, blankets, bundles and aggregate usage licenses, promotional compilations and corporate premium business products etc., whether such licenses are granted for Represented Tracks alone or licensed together with Tracks not the subject hereof; k) Refusal and Withdrawal of Represented Tracks. The right to refuse to accept or to withdraw and/or delete from it's database any Represented Track or any portion thereof if the representation and/or licensing of any Represented Track may violate any law or infringe upon the rights, including so-called moral rights of any person or entity or is considered by Company and or LM in it's sole discretion to be unsatisfactory by way of quality or content or otherwise. 2. Term. The initial term of this Agreement shall be for three (3) years commencing at the date hereof ("the Term") and thereafter the Term shall continue and shall be renewed automatically for successive periods of three (3) years each unless terminated without cause by either Party hereto by giving written notice of termination to the other no less than one hundred and eighty (180) days prior to the expiration of the then current period of the Term. Either Party may terminate this Agreement for cause upon giving ninety (90) days prior written and detailed notice of such cause ("Notice Period"). The recipient of such notice shall cure the designated cause during the Notice Period if capable of cure and only in the event of their failure to cure shall this Agreement then be deemed terminated with effect from the expiration of the Notice Period. Upon termination of this Agreement, the Parties shall be released from each of their rights and obligations hereunder, save for those set forth in paragraphs 3, 4, 8, 10 and 11 and the Represented Tracks shall be removed from the Site. 3. Representations of Content Provider. Content Provider hereby warrants and represents that: a) it owns and or controls the copyright in and to the master recordings and the musical compositions in each of the Represented Tracks and has and will hold throughout the Territory and during the Term unrestricted rights to exploit the Represented Tracks as contemplated herein; b) it has all rights, power and authority necessary to enter into and to fully perform this Agreement and to make the grant of rights herein; c) all Represented Tracks hereunder have been or will be written or created in accordance with the rules of all unions having jurisdiction, and Content Provider either holds or does not require authorization from any contributing artists, musicians, producers, songwriters, lyricists, or their representatives to exploit the Represented Tracks as contemplated herein; d) none of the Represented Tracks or Materials or information supplied by Content Provider hereunder will violate any law or infringe upon the rights any person or entity; e) it will in connection with each Represented Track provide Company or LM at Company's request with correct and complete information concerning contributing artists, songwriters and any third party with an interest to ensure full and correct on-screen credits if and where applicable; f) it has and will hold throughout the Territory and during the Term unrestricted rights in and to the name and likeness of any and all parties with any interest in the Materials and has the right to exploit the same as contemplated herein; g) it is and shall remain during the Term, solely responsible for making all payments due (and shall not require, obligate or seek to impose any duty on Company or LM to pay or to provide for any payment whatsoever) to any contributing artist, producer, composer, performer, lyricist, licensee, sub- licensee, or any other party who contributed to the creation, financing, manufacture, production or otherwise of the Represented Tracks or the Materials or who is purportedly entitled to be paid for any reason; h) in the event that it shall during the Term knowingly receive any inquiry from any Customer originally introduced to it by Company or LM, it shall immediately forward in writing full details of any such inquiry to Company. 4. Compensation to Content Provider. In consideration of and in full compensation for the rights and authority granted hereunder Content Provider shall receive in connection with each individual and completed license of any Represented Track for which LM and Company shall have received full payment, a royalty equal to fifty percent (50%) of LM's NetRevenues (as hereinafter defined). Such royalty ("the Royalty") shall be paid by Company and accounted in accordance with LM's standard terms and conditions as follows: a) Company shall account for Royalties payable hereunder within sixty (60) days of March 31, June 30, September 30 and December 31 in each year of the Term ("the Accounting Periods") and shall deposit Royalties due for each respective Accounting Period in a bank account nominated by Content Provider in the currency or currencies in which the Royalties were received by Company or at Content Providers prior written request in US$, Pounds Sterling or Euros converted from the currency received at the date of payment by Company provided always that such written request shall be received by Company no less than thirty (30) days prior to the Accounting Period from which such request shall be effected; b) In respect of each Accounting Period Content Provider shall receive by e-mail detailed statements specifying the licenses issued by LM for the Represented Tracks in the subject Period. Content Provider shall have the right, upon thirty (30) days prior written notice to audit Company's books pertaining to the Represented Tracks only, not more than once in each calendar year of the Term and thereafter once only within one year from the expiration thereof. Any such audit may be conducted only once with respect to any particular statement and shall be made during regular business hours and at the location where Company's books and records are maintained, and shall be conducted by an independent certified or chartered accountant reasonably satisfactory to Company. Any audit shall be conducted at Content Provider's sole expense, except that if such audit reveals an underpayment ("Underpayment") in excess of twenty percent (20%) of monies owing for the audited Accounting Period(s), then Company shall pay the Underpayment in addition to the reasonable and documented cost of the subject audit fees only. Content Provider will be precluded from bringing any action with respect to any statement unless such action is commenced against Company in a court of competent jurisdiction within one (1) year after such statement is rendered. 5. Definitions. "Gross Revenues" shall mean all fees and payments actually received by LM or credited to it's account for licenses granted hereunder after provision for delivery charges, shipping charges and credit card transaction fees payable by LM in connection with such licenses. "Net Revenues" shall mean sums received by Company hereunder, being Gross Revenues less (i) any taxes, duties, fees, public charges or withholdings imposed by any governmental agency, and (ii) if applicable, any fee collected by LM from Customers on behalf of performing rights societies, mechanical rights societies or similar third parties representing the copyright owners, artists, or their representatives. LM shall not recharge it's costs incurred for the placement, audio encoding, promotion, sales and marketing of Represented Tracks except where otherwise agreed in writing by the Parties. "Represented Tracks" shall mean the master sound recordings and the underlying musical compositions embodied therein and all musical, artistic, and literary material and all other intellectual property and Materials related thereto or used in connection therewith and which qualify as Tracks hereunder which Content Provider owns, controls or administers and has the right to exploit for the purposes contemplated herein and which are set forth in Appendix "A" hereto, as may be amended by written notice from Content Provider from time to time during the Term. "Tracks" shall mean the master sound recordings and the underlying musical compositions embodied therein provided to and represented by LM hereunder to be sold as Pre-Cleared Music and which were, (i) originally produced as production or library music produced specifically as background non-featured music for use in any and all licensing applications or (ii) Tracks which never gained significant sales after their first commercial release, and which were never re-released, or (iii) produced by an artist controlled label or production company, or (iv) made by an 'unsigned artist', or (v) which are in the public domain. "Pre-Cleared Music" shall mean Tracks where both the copyright owners of the musical composition and the master recording each consent to it's use on pre-determined license terms and at a set or interactively computed price and which are not subject to any approvals, rights or restrictions whatsoever and may be offered and sold by LM in accordance with all of the terms, conditions and uses specified and contemplated herein. "Territory" shall mean the Universe. "LM" shall mean LicenseMusic.com APS and it's authorized agents, assigns, successors and nominees without limitation. "Customer" shall mean users of the LM service that are duly registered and approved in accordance with LM's terms of trading and who have notified LM of their acceptance of LM's standard Terms of Use and Customer License Agreements. 6. Proprietary Rights. The Parties agree that Content Provider owns or controls all proprietary rights, including copyrights, in and to the Represented Tracks and that this Agreement does not transfer or attempt to transfer such ownership to Company, LM or otherwise and that LM owns all proprietary rights including without limitation, copyright, patents, trademarks and the like in and to all designs, systems, programs, developments and ideas used or intended to be used on or in connection with the Site or the business of LM. 7. Indemnity. Content Provider shall defend, indemnify and hold Company and LM harmless from and against any and all liabilities, suits, claims, losses, damages, costs or judgments, and shall pay all costs, including reasonable attorney's fees, and damages arising from or in any way related to: a) any breach or alleged breach by Content Provider of any warranty or representation under this Agreement; b) any claim that any act or omission of Company in performance of this Agreement or by LM with respect to any Represented Track hereunder constitutes any infringement or violation of any right, interest or law, including applicable copyright laws, of any third party in or to the Represented Tracks; c) any failure or inadequacy by or on behalf of Content Provider with respect to any registration or filing of any right or entitlement related to any Represented Tracks; d) any claim by any person or entity for any royalty or other compensation arising from use or licensing by Company and or LM, consistent with this Agreement, of any Represented Tracks; e) Company shall defend, indemnify and hold Content Provider harmless from and against any and all liabilities, suits, claims, losses, damages or judgments including reasonable attorney's fees related to any adjudicated breach by Company of any of it's warranties or representations hereunder provided always that Company shall not be liable for any indirect or consequential damages, including without limitation anticipated profits in connection with or arising out of this Agreement or Company's or LM's performance of any activity contemplated herein. Neither Company or LM shall be liable to Content Provider for any loss, damages, claims or liabilities arising from or related to any software program or data errors or digital transmission errors or failures, regardless of cause connected to the Site or otherwise; f) The Parties hereto shall promptly provide each other with written notice of any claim or threatened claim and the indemnified Party may, at it's own expense, assist in the defense of any claim provided that the indemnifying Party shall control such defense and all negotiations in settlement thereof provided that any settlement intended to bind the indemnified Party shall not be final without the indemnified Party's written consent, which shall not be unreasonably withheld or delayed. 8. Relationship of the Parties. This Agreement does not create a joint venture, partnership or association between the Parties or between Content Provider and LM and neither Party shall have the right or power to obligate or bind the other to any obligation whatsoever except to the extent expressly agreed in writing by each Party hereto. 9. Confidentiality. During the Term and for a period of three (3) years following the date of expiration of this Agreement, Content Provider shall maintain strict confidentiality in connection with all information that is not a matter of public knowledge, concerning Company, LM, the Site and this Agreement, including without limitation the LM Pricing Matrix, commissions, technical information relating to the development, database, search, security or personalization systems used by the Site ("Confidential Information") save that it may disclose Confidential Information to it's parent, subsidiaries and/or affiliated companies, and/or their officers, directors, employees and representatives with a need to know ("Authorized Persons") but solely for the purpose of exercising it's rights and obligations hereunder and/or to administer this Agreement and subject always to the terms of this clause. If Content Provider or it's Authorized Persons shall be required by law to disclose any ConfidentialInformation such disclosure shall not be deemed a breach of this Clause provided always it shall promptly advise Company in writing prior to making such disclosure. 10. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the United Kingdom and the Courts of England shall be the sole courts of jurisdiction. 11. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supercedes any prior agreement whether written or not made or contemplated between them. 12. Notices. Any notice required to be given hereunder shall be made in writing and shall be deemed given only if delivered personally or by registered or certified mail, postage prepaid and return receipt requested and sent to the addresses set forth above or to such other addresses as may have been specified in writing in accordance with this Clause. Notices shall be deemed to have been given as of the date of their receipt. 13. Amendment. No amendment or variation to the terms of this Agreement shall be valid unless made in writing and signed by each of the Parties hereto. 14. Assignment. This Agreement and all rights and obligations hereunder shall be binding upon and shall inure to the benefit of the successors, licensees and assigns of each Party hereto. Content Provider will execute and deliver to Company any and all further documents or instruments and do any and all further acts which Company, or it'sagents, licensees, successors or assigns shall request in order to perfect or confirm the rights granted hereunder. 15. Severability. If any provision of this Agreement is determined to be unenforceable for any reason, the validity of the remaining provisions shall not be affected thereby and shall remain in full force and effect. 16. Waivers. The waiver by either Party hereto, or the failure by either Party to claim a breach of any provision of this Agreement shall not affect the right to require full performance thereafter, nor shall it constitute a waiver of any subsequent breach. 17. Headings. The headings in this Agreement are solely for the convenience of the Parties, and are not intended to and do not limit, construe or modify any of the terms and conditions hereof. AGREED AND ACCEPTED: Charly Acquisitions Limited By: __________________________ Dated: __________________________ By: __________________________ Title: __________________________ Dated: ___________________________ Company: Address: Tel No: Fax No: Email Address: URL: Schedule"A" Tracks selected and approved as Represented Tracks hereunder: TO BE ADDED AFTER ENCODING