INDEPENDENT CONTRACTOR AGREEMENT

EXHIBIT 10.3

INDEPENDENT CONTRACTOR AGREEMENT.

This INDEPENDENT CONTRACTOR AGREEMENT (this "Agreement"), is effective June 1, 2006, between Broadcaster, Inc. (“BROADCASTER”), a California corporation and Nolan Quan an individual residing in California ("QUAN") (collectively the “Parties”).

RECITALS

WHEREAS, BROADCASTER desires to receive from QUAN and QUAN is willing to provide to BROADCASTER certain consulting services related to the website Broadcaster.com as described hereunder and pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and agreements contained herein, the Parties agree as follows:

1.

Sales and Account Management Services.

(a)

QUAN shall make available and provide to BROADCASTER, in accordance with the terms and conditions of this Agreement, certain consulting services related to the management and development of Broadcaster.com (the "Services").

(b)

From time to time, BROADCASTER may request and QUAN may make available and provide to BROADCASTER, as the Parties may mutually agree, services in addition to those set forth in Section 1(a) above ("Additional Services"). Such Additional Services shall be exclusively reflected in a separate service memoranda executed by both Parties and attached hereto as addenda, and the terms of this Agreement shall govern all such addenda.

(c)

QUAN shall perform and provide the Services and any Additional Services for BROADCASTER in substantially the same manner with the same degree of care, skill and prudence exercised by QUAN for its own operations and QUAN shall expend its best efforts on behalf of both BROADCASTER and Broadcaster.com.

(d)

Subject to the provisions of Section 6, QUAN shall afford to BROADCASTER, its employees and authorized agents and representatives reasonable access to all information related to the Services or the Additional Services produced or generated by QUAN in the course of providing the same, including without limitation, technical, economic and business data, computer information data bases and the like.

2.

Fees.

(a) QUAN shall be paid a one-thousand dollar (US $1,000.00) per month salary for each month that QUAN performs Services in compliance with the terms of this

contract.    From time to time, QUAN shall prepare and submit to BROADCASTER an invoice for that month’s Services or Additional Services rendered by QUAN in compliance with the terms of this Agreement.  BROADCASTER shall remit payment for said invoices within seven (7) business days of receipt.  

(b) QUAN acknowledges, understands, and accepts that it is solely responsible for calculating and paying any and all taxes due on QUAN’s draw and commissions earned and paid under this Agreement.

3.

Expenses

(a)

Included Expenses.  BROADCASTER will reimburse QUAN for pre-approved: meals; airfare; hotel; parking; and rental cars associated with travel to meetings and other BROADCASTER designated engagements.  

(b)

Discretionary Expenses.  From time to time, it may become necessary for QUAN to make expenditures which are ordinarily excluded but which BROADCASTER reasonably believes should be reimbursed.  BROADCASTER, in its sole discretion, may elect to reimburse said ordinarily-excluded expenses. Each and every ordinarily-excluded expense shall be reviewed on a case-by-case basis. Under no circumstances shall AM’s decision to reimburse an ordinarily-excluded expense be interpreted as a waiver of any provision of this Agreement.  

4.

Agreement Term and Termination.

(a)

QUAN shall provide the Services and Additional Services to BROADCASTER hereunder for the period beginning on June 1, 2006, and ending on June 1, 2009 or, with respect to each particular Service or Additional Service, (i) on the date specified in a notice of termination delivered pursuant to Section 3(b) below with respect to such Service or Additional Service prior to the termination of this Agreement; or (ii) on such other date as is mutually agreed to by both Parties; or (iii) as set forth in Article 2 above.

(b)

Broadcaster may terminate any or all portions of the Services or Additional Services by giving 90 days' prior written notice to QUAN. If either party shall default in the performance of any of its material obligations under this Agreement and shall fail or refuse to remedy such default to the reasonable satisfaction of the other party within 30 days after receipt of written notice, the non-breaching party may immediately terminate this Agreement. If the default in performance relates only to a specific Service or Additional Service and such default is not a default in the performing of a material obligation under this Agreement, termination will be limited to termination of that Service or Additional Service on the same terms as set forth in the immediately preceding sentence. If any party shall become insolvent, be placed in receivership, make an assignment for the benefit of creditors or seek relief or have a petition filed against it under federal bankruptcy law, either party may terminate this Agreement immediately upon written notice.

(c)

If action by a federal, state or other governmental regulatory agency materially affects a party's rights or obligations hereunder, such party may terminate any portion of the Services or Additional Services or this Agreement by giving 30 days' prior written notice to the other, or such shorter period as may be required by such agency or by Law¹.

(d)

Expiration or termination of all or a portion of this Agreement for any reason shall not terminate the obligations described in Sections 6 and 7 which shall survive any such termination.

(e)

Expiration or termination of this Agreement for any reason shall not terminate either party's obligations or rights arising out of any act or omission of such party occurring prior m such termination or expiration.

5.

Relationship.

(a)

Nothing in this Agreement shall be deemed to create a partnership, joint venture, agency relationship, or relationship of employer and employee between the Parties. In performing the Services and Additional Services, QUAN will at all times be an independent contractor and neither party is to be considered the agent or legal representative of the other for any purpose whatsoever.

(b)

QUAN, in providing the Services and the Additional Services, will be solely responsible for (i) determining the terms and conditions of employment between itself and its employees, agents and representatives, including without limitation, hiring, termination, hours of work, rates and payment of compensation, and (ii) the payment, reporting, collection and withholding of taxes and similar contributions.  QUAN, however, expressly warrants that no such employee, agent, or representative other than QUAN shall render the Services or Additional Services including, without limitation, all communications (regardless of form) with third parties.

6.

Confidential Information.

(a)

The Parties agree on behalf of themselves and their directors, officers, employees and agents: (i) to hold in trust and maintain confidential, (ii) not to disclose to others without prior written approval from the disclosing party, (iii) not to u