Digital Music Distribution Agreement

Digital Music Distribution Agreement

1. Nature of Agreement. This Digital Music Distribution Agreement ("Agreement") and the attached Exhibit is entered into between David Hersk d.b.a. Hersk & Associates, with an address at 18 Western Terrace, Minneapolis, MN, 55426 USA Tel: 763 300 3718 Fax: 763 544 6336 "Customer" and Sound Revolution Recordings Inc. ("Sound Revolution"), a corporation with offices at located at 3955 Graveley Street, Suite 507, Burnaby, British Columbia, Canada, V6C 3T4 and describes the terms and conditions to which Sound Revolution shall perform digital music distribution services for Customer.

2. Reporting and Payments. In the event that more than $100 is owed to Customer by Sound Revolution for a calendar quarter, within thirty days of the end of the calendar quarter, Sound Revolution shall provide Customer with a written statement detailing the songs distributed and remit Customer's portion of the proceeds collected from the sales of Customer's music, net of Sound Revolution's distribution fees which include third party costs described in paragraph 7 below.

3. Licensed Sound Recordings. The music licensed under this agreement is all of the songs described in Exhibit "A" attached (the "Song Recordings").

4. Customer's Obligations. Customer shall deliver, at Sound Revolution’s cost, the following: 2 complete sets of DVD Masters of the Song Recordings in MP3 format ripped and genre labeled at 160 and 2 complete sets of audition masters of the Song Recordings in MP3 format ripped at 64 to Sound Revolution within 7 days of execution of this Agreement.

Customer represents and warrants on a continuing basis:
(a) that it owns or has secured all necessary rights to reproduce, distribute, transmit, sell, or otherwise exploit the Sound Recordings and the materials provided by Customer hereunder; (b) that it owns or has secured all rights necessary to allow Sound Revolution to perform the services hereunder (c) that it will comply with any obligations it may have under third party performance rights and distribution agreements; and that the Sound Recordings, music, and other audio content and materials provided by Customer hereunder do not violate or infringe any right of privacy or publicity, or contain any libelous, defamatory, obscene or unlawful material, or otherwise violate or infringe any other right of any person or entity (d) that the DVD containing Sound Recordings are of good quality. If, after receiving the first set of Sound Recordings, Sound Revolution determines that the Sound Recordings are not of sufficiently high quality to use in its website www.charitytunes.com , Sound Revolution has the option of not making the second payment installment. Customer must notify Sound Revolution in writing of any restrictions that may apply to the distribution, sales or promotions of Customer's encoded music, sound recordings, and other audio content, including any geographical restrictions. Customer shall also ensure that copyright information and other metadata included in Customer's encoded music, sound recordings, and other audio content and materials is accurate. Sound Revolution reserves the right to report mechanical and performance rights information to agencies that the Customer is under contract with, or to any person, firm, corporation or other entity with which Sound Revolution has a contract relating to such reports. Such right however, does not relieve any existing contractual reporting or financial obligations the Customer may directly have with such rights agencies or other third parties. Sound Revolution reserves the right to suspend or terminate services immediately if Sound Revolution has reasonable grounds to believe that Customer is utilizing services illegally or is in violation of any agreement with Sound Revolution.

Initials: ___ SR ___ DH

SR Digital Music Distribution Agreement Jan 11, 2005
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5. Digital Distribution. In connection with Sound Revolution's exercise of its rights and obligations hereunder, Customer grants Sound Revolution the non-exclusive rights, within the territory of the world, to: (a) perform the Sound Recordings publicly by means of digital audio transmission; (b) distribute the Sound Recordings and other materials provided by Customer; and (c) otherwise make such items available as specified herein. The foregoing license shall include but shall not be limited to, the right to provide and transmit such music and other content through web sites, in-store kiosks, portable music players, mobile phones, personal digital assistants, wireless applications and other Internet enabled devices. Customer shall retain the selection and termination rights set forth above. Any retailer to whom Sound Revolution makes Customer's content available shall have the right to include or exclude such content from such retailer's inventory, and retailers shall have the right to market, advertise, promote and establish retail prices and any discounts for Customer's encoded music and audio content.

6. Compilation CD sales. Customer also grants Sound Revolution the right to distribute CDs composed of the Sound Recordings, in a CD containing a selection of songs predetermined by Sound Revolution or as a customized compilation, or as a compilation of songs chosen by Sound Revolution. Customer grants Sound Revolution all synchronization rights and other rights necessary for Sound Revolution to make available for sale, produce and distribute CDs with a selection of songs predetermined by Customer, customized compilation CDs, and other compilation CDs containing the Sound Recordings. Customer grants Sound Revolution the rights to synchronize the Sound Recordings with any other materials in any combination in order to promote the sale of the Sound Recordings.

7. Distribution Fees. Sound Revolution shall choose the price to download the Sound Recordings. For digital distribution, Sound Revolution shall deduct the following: (a) transaction processing fees, such as credit card transaction fees and other electronic commerce processing, patent royalties or other fees, payable to or retained by unaffiliated third parties in connection with