HOSTING SERVICE AGREEMENT

1. ________________ ("Web Site Host") shall provide Customer with hosting services for the Multimedia Content (as defined in Section 4 below) on the terms set forth in this Agreement. The Multimedia Content will be hosted[portion deleted - included in fully licensed version]Site Host's servers, equipment and physical and telecommunications facilities in accordance with the terms attached hereto. Web Site Host shall provide for connectivity of the Multimedia Content to the internet, and shall enable public Web browser access to the host server with a reasonably consistent level of [portion deleted - included in fully licensed version]subject to scheduled maintenance downtime. Web Site Host has the right to control and direct the means by which the hosting services are performed and may at its discretion subcontract these services to third party internet service providers. Web Site Host shall provide [portion deleted - included in fully licensed version]al support for the hosting services and such additional support as may be agreed upon between Customer and Web Site Host.

2. Web Site Host shall provide Customer with remote access to computer hardware, server software bandwidth and electronic commerce we[portion deleted - included in fully licensed version]tionality as necessary to publish the Multimedia Content onto the internet. Customer will be responsible for all host [portion deleted - included in fully licensed version]ting to the Multimedia Content, including file uploads pursuant to Section 4 below. This Agreement does not transfer any title, rights or licenses [portion deleted - included in fully licensed version], documentation or any intellectual property embodied or used in connection with the services provided.

3. Web Site Host shall also provide electronic[portion deleted - included in fully licensed version]essing services for digital downloads of the Multimedia Content. Web Site Host shall process credit card orders relating to digitally[portion deleted - included in fully licensed version]lf of Customer using Web Site Host's merchant bank account. Web Site Host shall provide Customer with statements detailing the number of songs downloaded and any proceeds collected. Web Site Host shall provide such[portion deleted - included in fully licensed version] net proceeds collected to Customer within 30 days following the end of each calendar month. Web Site Host shall deduct from such proceeds amounts related to bank processing fees, charge backs, credits a[portion deleted - included in fully licensed version]es. Web Site Host has the right to retain any net sales proceeds of Customer as partial offset for any past due amounts owed to Web Site Host.

4. Customer shall be responsible for encoding music tracks, samples and other content (the "Multimedia Content") in Web Site Host Format pursuant to a separate license agreement to use Web Site Host's s[portion deleted - included in fully licensed version] Host's trademarks (WEB SITE HOST and/or related icons available from Web Site Host's Web site), and Web Site Host grants to Customer a nonexclusive, non-transferable revocable license for such use. If Web Site Host encodes Multimedia Content as a service for and on behalf of Customer, Customer shall be solely responsible for Multimedia Content under the terms and conditions set forth in this Agreement. Web Site Hos[portion deleted - included in fully licensed version]a Content as prescribed by Customer in a professional manner. Customer agrees to test Multimedia Content encoded by Web Site Host for quality and accuracy and shall communicate any exceptions or c[portion deleted - included in fully licensed version] within five days of the date Multimedia Content is published on host server.

5. Customer shall solely be responsible for the Multimedia Content it publishes via the hosting services provided by Web Site Host including but not limited to data, graphics, artwork, and copyright/trademark notices. Cus[portion deleted - included in fully licensed version]cluding reasonable attorney fees arising from any and all claims by any person arising out of Customer's use of the services, including without limitation any content. Customer represents and warrants that it has accrued all necessary rights to publish and/or sell Multimedia Content via services provided[portion deleted - included in fully licensed version]mply with any obligations it may have under third party mechanical and/or performance rights agreements. Web Site Host may report mechanical and performance rights information to agencies that the Cus[portion deleted - included in fully licensed version]al reporting or financial obligations the Customer may directly have with such rights agencies. Web Site Host reserves the right to suspend or terminate services immediately upon notice to Customer if Web Site Host has reasonable gro[portion deleted - included in fully licensed version]at Customer is utilizing services illegally or is in violation of any agreement with Web Site Host.

6. Customer shall be responsible for reporting and payment of any sales taxes resulting from commerce transaction[portion deleted - included in fully licensed version]y or penalty assessed or imposed by any taxation authority having jurisdiction over sales hereunder.

7. Web Site Host owns and operates the Online Music Network (the "ONLINE MUSIC NETWORK"), pursuant which Web Site Host dist[portion deleted - included in fully licensed version]xclusive database of music programming and other content in Web Site Host Format (the "ONLINE MUSIC NETWORK Programming") for public performance and digital delivery to Web sites that are licensed as ONLINE MUSIC NETWORK syndication af[portion deleted - included in fully licensed version]ibute, perform, display, deliver and make available the Multimedia Content, in whole or in part, as part of the ONLINE MUSIC NETWORK Programming, to end users via the ONLINE MUSIC NETWORK licensed Web s[portion deleted - included in fully licensed version]d to use the Multimedia Content for the purpose of marketing, advertising and promoting the ONLINE MUSIC NETWORK and the availability of the Mult[portion deleted - included in fully licensed version] MUSIC NETWORK, in all media whether known or hereafter derived on a worldwide basis for as long as Customer ma[portion deleted - included in fully licensed version] hereunder. Web Site Host and/or its affiliate websites shall be responsible for the design of the ON[portion deleted - included in fully licensed version] the selection, ordering and arrangement of the Multimedia Content as part of the ONLINE MUSIC NETWORK Programming, which remain subject to change by Web Site Host from time to time in its sole discretion. Web[portion deleted - included in fully licensed version]te websites have the right to exclude any Multimedia Content from the ONLINE MUSIC NETWORK that is deemed inappropriate. Net sales proceeds from digital downloads of the Multimedia Content shall be payable to Customer pursuant to Section 3 above.

8. Web Site Host's Operations Center ("OPERATIONS CENTER") is intended to facilitate the monitoring, distribution sale and payment of royalties on the Multimedia Content. Customers are restricted to those areas o[portion deleted - included in fully licensed version]es provided to Customer hereunder. Customer may not, nor attempt to, gain unauthorized access to the OPERATIONS CEN[portion deleted - included in fully licensed version] data bases, or to any transaction or performance rights logs, nor attempt to circumvent or disable any features of the OPERATIONS CENTER. All data provided by the OPERAT[portion deleted - included in fully licensed version]e sole and exclusive property of the OPERATIONS CENTER and Web Site Host and the use of such data shall be limited to thos[portion deleted - included in fully licensed version]ssly authorized in writing by the OPERATIONS CENTER. CUSTOMER MUST REGISTER COMPLETE AND CORRECT RIGHTS MANAGEMENT INFORMATION FOR EACH SEPARATELY AVAILABLE PIECE[portion deleted - included in fully licensed version] (E.G., EACH TRACK OF AN ALBUM) WITH THE OPERATIONS CENTER AND INCORPORATE THE REGISTRATION INFORMATION IN THE ENCODING PROCESS BEFORE ENCODING AND DISTRIBUTING SUCH MUSIC/CONTENT USING WE[portion deleted - included in fully licensed version]AILURE TO REGISTER AND INCORPORATE THE REGISTRATION INFORMATION IN THE ENCODING PROCESS MAY REQUIRE RE-ENCODING BEFORE THESE FEATURES CAN BE [portion deleted - included in fully licensed version]Y WEB SITE HOST AND THE OPERATIONS CENTER FOR CUSTOMER'S VIOLATION OF SUCH REQUIREMENTS.

9. Customer agrees to pay the fees set forth in the Hosting Service Agreement and accompanying quote, proposal or sales order form ("Sales Qu[portion deleted - included in fully licensed version]b Site Host to charge Customer's credit card for fees associated with this service agreement.

10. This Agreement shall commence on the Effective Date and continue for the duration as described in the Sales Quote. This Agreement may be extended upon mutual agreement between Web Site Host and Customer. Either party may terminate this Agreement in the event a) the other party material[portion deleted - included in fully licensed version]ues unremedied for a period of thirty days following written notice of default, except in the case of default due to non-payment by Customer in which Web Sit[portion deleted - included in fully licensed version]terminate services.

11. WEB SITE HOST'S LIABILITY FOR ALL CLAIMS ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY CUSTOMER TO WEB SITE HOST. IN NO EVENT SHALL WEB SITE HOST BE LIABLE FOR ANY LOSS OF [portion deleted - included in fully licensed version] COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING FROM OR IN RELATION TO THIS AGREEMENT OR THE USE OF THE SERVICES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, WEB SITE HOST SPECIFICALLY DISCLAIM[portion deleted - included in fully licensed version]TIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THE SYSTEM OR SERVICES PROVIDED BY WEB SITE HOST HEREUNDER.

CUSTOMER ACCEPTANCE:

CUSTOMER HAS READ AND HEREBY ACCEPTS AND AGREES TO[portion deleted - included in fully licensed version]DITIONS OF THE HOSTING SERVICE AGREEMENT AND SALES QUOTE.