2.                              WHEREAS the Limited Partnership shall be formed for the purposes of:

(a)                            carrying on a direct marketing internet-based entertainment business under the trade name “EZ-Tracks” including the carrying on of any activity necessary or incidental to achieve the same (the “Core Business”) as well as any other business that the Limited Partnership may, from time to time, elect to carry on (collectively, including the Core Business, the “Business”);

(b)                            entering into a marketing and services agreement (the “Marketing Agreement”) with Traffix Music, Inc., a corporation organized under the laws of Delaware, USA (“Traffix Music”) and Madacy Entertainment Group Limited (“Madacyco”), each as independent contractors, for the purposes, inter alia , of:  (i) the Limited Partnership acquiring from Madacyco a non-exclusive license (“License”) to those Madacy Songs and Masters that Madacyco has the right to license for downloading and is entitled to make available to the Limited Partnership;  (ii) the Limited Partnership acquiring from Traffix Music a non-exclusive license to the Program;  (iii) the creation, maintenance and hosting of Websites by Traffix Music on behalf of the Limited Partnership (the ownership of which shall vest exclusively and irrevocably in the Limited Partnership); (iv) the continuation, maintenance, development and enhancement by Traffix Music of the Program;  (v) the granting of various rights to the Limited Partnership, Madacyco and Traffix Music to use the Program and the Websites as are provided therefor under the Marketing Agreement; and  (v) the provision of such services by such parties to the Limited Partnership so as to enable the Limited Partnership to carry on the Business;

(c)                            encouraging the development of new revenue sources consistent with the Business; and

(d)                            carrying on any activity necessary incidental to any of the foregoing.

3.                              WHEREAS the General Partner and the Special Partners wish to enter into the present Agreement for the purpose of setting forth their respective rights and obligations under the terms and conditions hereinafter set forth and provided;

NOW, THEREFORE , in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency whereof which are hereby acknowledged, the Partners agree as follows:

1.                              PREAMBLE

1.1                            The preamble hereto shall constitute and form an integral part hereof as though herein recited in full and at length.

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2.                              DEFINITIONS AND INTERPRETATION

2.1                            In addition to the words and phrases defined in the recitals or elsewhere in this Agreement, as used in this Agreement, in any amendment hereof, in any  documents to be executed and delivered pursuant to this Agreement and in any documents executed and delivered in connection with the completion of the transactions contemplated herein, unless the context otherwise requires, the following words and phrases shall have the following meanings, respectively:

2.1.1                         “Affiliate” means, with respect to a Person, any other Person, directly or indirectly controlling, controlled by or under common control with such Person.

2.1.2                         “Agreement” means this Limited Partnership Agreement, as amended or re-stated from time to time.

2.1.3                         Auditors” mean the auditors of the Limited Partnership, who shall be determined from time to time by the General Partner.

2.1.4                         “Available Cash Flow” means the term defined as such in Section 6.1 hereof.

2.1.5                         “Bank” means any Schedule I Canadian Chartered Bank or a nationally recognized money center bank in the United States from time to time selected and approved by the Limited Partnership to serve as the Partnership’s principal bank(s).

2.1.6                         “Business” means the term defined as such in the preamble hereto.

2.1.7                         “Business Day” means a day, other than a Saturday or Sunday and other than a day which falls on a legal or statutory holiday in the Province of Quebec or on a Canadian or United States statutory holiday.

2.1.8                         “Capital Account” means the capital account described in Section 5.1 hereof.

2.1.9                         “Capital Contributions” of a Partner means the capital contributed from time to time by a Partner to the Limited Partnership.

2.1.10                       “Commencement Loan” means each of the loans to be made by the Special Partners to the Limited Partnership as are provided in Section 5.6 hereof.

2.1.11                       “Civil Code” means the Civil Code in force in the Province of Quebec, as the same may be amended, re-enacted and replaced from time to time.

2.1.12                       “Database” means the term defined as such in the Marketing Agreement;

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2.1.13                       “Defaulter” means the term defined as such in Section 11.1 hereof.

2.1.14                       “Documents” means the term defined as such in Section 7.1 hereof.

2.1.15                       “Enterprise Value” means the term defined as such in Section 9.4 hereof.

2.1.16                       “Events of Default” means the term defined as such in Section 11.1 hereof.

2.1.17                       “Exempt Sales” means the term defined as such in the Marketing Agreement.

2.1.18                       “Fiscal Year” shall mean the twelve-month period ending on December 31; provided, however, that the first Fiscal Year shall be the period beginning on the date the Limited Partnership comes into existence  and ending on December 31, 2004, and the last Fiscal Year shall end immediately prior to the time the Limited Partnership is liquidated and terminated.  To the extent any computation or other provision hereof provides for an action to be taken on a Fiscal Year basis, an appropriate proration or other adjustment shall be made in respect of the first or final Fiscal Year to reflect that such period is less than a full calendar year period.

2.1.19                       “General Partner” means Traffix EZ Ltd. and its permitted successors and assigns.

2.1.20                       “Gross Revenues” means, for any period, the amount of all revenues and receipts received by the Limited Partnership from all sources for such period including, but not limited to such amounts as the Limited Partnership may receive pursuant to the Marketing Agreement.  Gross Revenues shall include without duplication:  (i) Website Sales, Websites’ Database Sales and New Revenue Source Sales and shall include, for greater certainty, all revenues generated by the Limited Partnership from the use of, or related to, the Program, the Websites or the Database (other than Exempt Sales), and, for greater certainty, shall not include any revenues achieved by any Partner where such revenues have no connection to or with the Program, the Websites or the Database;  (ii) proceeds generated from the sale, exchange, refinancing, expropriation, condemnation or other dispositions of all or any portion of assets of the Limited Partnership less, as applicable, an amount required to discharge any liability of the Limited Partnership attributable to the portion of the assets disposed of or to repay any existing financing; (iii) proceeds of insurance policies less an amount required to repair or replace any assets of the Limited Partnership damaged or destroyed and (iv) proceeds obtained in respect of damage awards or settlement less an amount required to repair or replace any assets of the Limited Partnership damaged or destroyed.

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2.1.21                       “Imputed Value” means the term defined as such in Section 9.4 hereof.

2.1.22                       “Initial Capital Contributions” means the amounts initially to be contributed by the Partners to the Limited Partnership as set forth in Section 5.2 hereof.

2.1.23                       “Interest” or “Interest in the Limited Partnership” means, with respect to a Partner at the relevant time, all of the rights of such Partner to a percentage interest in the Limited Partnership, including the right to receive distributions, profits and losses and the percentage of the assets and rights of the Limited Partnership that such Partner would be entitled to receive in accordance with the provisions of this Agreement were the assets and rights of the Limited Partnership sold and the net proceeds of sale distributed to the persons entitled thereto at such time.

2.1.24                       “Law” means any applicable federal, provincial and municipal statute, rule, regulation, ordinance, code and the like which are in full force and effect, including the Civil Code.

2.1.25                       “Limited Partnership” means the partnership created by virtue of this Agreement.

2.1.26                       “Madacy Channel” means the term defined as such in the Marketing Agreement;

2.1.27                       “Madacy Participation Notice” means the term defined as such in Section 9.4 hereof.

2.1.28                       “Madacy Songs” means the term defined as such in the Marketing Agreement;

2.1.29                       “Major Decisions” means each of the following:

(a)            consenting to the amendment or modification of any provision of this Agreement;

(b)            dissolving the Limited Partnership, except as otherwise provided hereunder;

(c)            removing the General Partner and electing a replacement general partner;

(d)            waiving any default on the part of the General Partner as the Limited Partners may determine;

(e)            extending the term of this Agreement;

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(f)             the sale, transfer, disposition or any other alienation of the Business or of all or a material portion of all of the assets of the Limited Partnership or the granting of an option for same;

(g)            the mortgage, hypothecation, pledge, charge or encumbrance or other cession by way of security of all or a material portion of all of the assets of the Limited Partnership;

(h)            the acquisition by the Limited Partnership of any interest in any other business howsoever carried on, the entering into of any partnership, venture or the creation of a subsidiary;

(i)             the approval of the annual operating and capital budgets of the Limited Partnership and any material modifications to such budgets and incurring of expenditures not provided for in such budgets;

(j)             the raising of additional capital for the Limited Partnership (including bank borrowings and equipment financing) and the terms and conditions of such borrowings and equipment financing;

(k)            any determination to take any action or activity not directly or indirectly related to the carrying on of the Core Business;

(l)             any change in the accounting policies of the General Partner or the Limited Partnership other than as may be required under generally accepted accounting principles;

(m)           in the determination of “Available Cash Flow”, the amount to be retained as a reserve for the payment of foreseen or unforeseen costs, expenses, obligations or liabilities in excess of ten percent (10%) of the amount of those Gross Revenues remaining after deduction of the amounts referred to in Sections 6.1(a), (b) and (c);

(n)            the incurring of any capital expenditures in any Fiscal Year in excess of twenty percent (20%) of the value of the liquid assets of the Limited Partnership;

(o)            any decision to embark upon any activity in respect to which New Revenue Source Commissions are to be paid;

(p)            any decision which at the time taken could reasonably be expected to have a material adverse effect on the Business.

2.1.30                       “Marketing Agreement” means the term defined as such in the second paragraph of the preamble hereto.

2.1.31                       “Masters” means the term defined as such in the Marketing Agreement.

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2.1.32                       “New Revenue Source Sales” means the term defined as such in the Marketing Agreement.

2.1.33                       “Non-Defaulter” means the term defined as such in Section 11.2 hereof.

2.1.34                       “Partners” shall mean the parties to this Agreement and any other Persons from time to time admitted as a Partner to the Limited Partnership.

2.1.35                       “Partnership EBITDA” means the term defined as such in Section 9.4 hereof.

2.1.36                       “Person” means an individual, partnership, firm, limited liability company, corporation, trust, estate or other entity.

2.1.37                       “Prime Rate” means the per annum interest rate, in effect from time to time, quoted by the Limited Partnership’s bankers, as its reference rate with respect to:  (a) commercial loans in Canadian dollars made in Canada to its Canadian commercial borrowers where the amount in respect to which “Prime Rate” is relevant is denominated in Canadian currency; and  (b) commercial loans in United States dollars made in the United States to its United States commercial borrowers where the amount in respect to which “Prime Rate” is relevant is denominated in United States currency.

2.1.38                       “Program” means the term defined as such in the Marketing Agreement.

2.1.39                       “Proprietary Business” means the term defined as such in the Marketing Agreement.

2.1.40                       “Publishing” means the term defined as such in the Marketing Agreement.

2.1.41                       “Publishing/Royalties Shortfall” means the term defined as such in Section 5.6 hereof.

2.1.42                       “Purchaser” means the term defined as such in Section 9.4 hereof.

2.1.43                       “Residual Partnership Interest” means:

(a)            with respect to the Madacy Partner – 49.5%;

(b)            with respect to the Traffix Partner – 50.5%;

provided, however, “Residual Partnership Interest” means fifty percent (50%) with respect to each of the Madacy Partner and the Traffix Partner in respect of any income, gain or proceeds obtained or realized in connection with the sale of the Business or a sale of substantially all of the assets or rights of the Limited Partnership.

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2.1.44                       “Royalties” means the term defined as such in the Marketing Agreement.

2.1.45                       “Special Partners” means the Madacy Partner and the Traffix Partner, collectively.

2.1.46                       “Traffix” means Traffix, Inc., a corporation organized under the laws of Delaware;

2.1.47                       “Traffix Sale” means the term defined as such in Section 9.4 hereof.

2.1.48                       “Traffix Participation Notice” means the term defined as such in Section 9.4 hereof.

2.1.49                       “Traffix EBITDA” means the term defined as such in Section 9.4 hereof.

2.1.50                       “Transfer” means the term defined as such in Section 9.1 hereof.

2.1.51                       “Website Sales” means the sale (whether through download or otherwise) to a third party of any product or service sold or supplied by the Limited Partnership on the Websites.

2.1.52                       “Websites” means the term defined as such in the Marketing Agreement.

2.1.53                       “Websites’ Database Sales” means any revenues received by or on behalf of the Limited Partnership pursuant to or associated with, a sale of a third party’s products and/or services resulting from the use of the Database provided, however, that the Limited Partnership shall not permit any use of the Database (or permit any third party to use the Database) for any purposes which is competitive with the business of online music downloads or a Proprietary Business.

2.2                            This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec, and the laws of Canada applicable therein.

2.3                            In this Agreement:

(a)            unless otherwise specified, all references to money amounts are in United States currency;

(b)            the descriptive headings of articles and sections are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of the content of such articles or sections;

(c)            unless otherwise specified, time periods within or following which any payment is to be made or any act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending

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the period to the next Business Day following if the last day of the period is not a Business Day;

(d)            whenever any payment is to be made or action to be taken under this Agreement is required to be made or taken on a day other than a Business Day, such payment shall be made or action taken on the next Business Day following such day;

(e)            the expressions “this Agreement”, “these presents”, “herein”, “hereby”, “hereunder”, “hereof” and similar expressions mean and refer to this Agreement as a whole and not merely as to the specific section, clause or paragraph in which the respective word appears, unless the context requires otherwise;

(f)             reference in this Agreement to any gender, masculine, feminine or neuter, shall be deemed to be reference to the others, and the singular shall be deemed to include the plural and vice versa, unless the context otherwise requires.

2.4                            Notwithstanding any provision of law or custom to the contrary, each Special Partner and its Affiliates shall have the absolute right to engage in other businesses and other ventures for its own individual profit (including those specifically provided for in the Marketing Agreement) and shall have absolutely no liability to account to the Limited Partnership or to the other Special Partner by reason thereof.  No Special Partner, by reason of this Agreement, shall have any interest in any other property owned by the other Special Partner or in any other business, venture or project engaged in by the other Partner whether or not similar to the Business.  Notwithstanding the foregoing, during the term hereof but subject to the terms and conditions of the Marketing Agreement, no Special Partner either directly or indirectly whether through an Affiliate or otherwise may enter into any other relationship which is identical or materially similar to the Business.

3.                              ORGANIZATION AND PURPOSE OF LIMITED PARTNERSHIP

3.1                            The Partners do hereby constitute themselves the Limited Partnership as and from the date hereof under the laws of the Province of Quebec and subject to the provisions of this Agreement, the whole for the purposes stated in the second paragraph of the preamble hereto.

3.2                            The Limited Partnership shall bear the name mentioned in the first paragraph of the preamble hereto.

3.3                            Each Partner shall participate in the profits and losses of the Limited Partnership in accordance with the provisions of Section 6.4 hereof.

3.4                            Profits and losses of the Limited Partnership shall be calculated in accordance with generally accepted accounting principles applicable in Canada on a consistent basis.

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3.5                            Subject to the provision of Law and any specific assumption of liability hereunder, the liability of each Special Partner for the debts, liabilities and obligations of the Limited Partnership is limited to the amounts outstanding in such Partner’s capital account.  A Limited Partner shall have no further personal liability for such debts, liabilities and obligations of the Limited Partnership, and shall not be required to repay to the Limited Partnership, any Partner or to any creditor of the Limited Partnership, any portion or all of any capital previously returned or any negative balance of its capital account.

3.6                            Save as provided hereunder, no Partner shall be entitled to withdraw, in whole or in part, the Capital Contributions made by such Partner or to receive any distribution from the Limited Partnership.

3.7                            The head office and mailing address of the Limited Partnership shall at all times be the head office of the General Partner and may change from time to time by the General Partner giving written notice to such effect to all of the Limited Partners.  The General Partner shall maintain its principal office in Quebec, Canada.

3.8                            To the extent that it has not already done so, as soon as practicable following the execution hereof, the General Partner shall cause to be executed and filed such declarations, instruments and documents as may be required by Law to evidence the creation of the Limited Partnership.  The General Partner shall, in accordance with the provisions of this Agreement and to the extent required by Law cause to be filed similar declarations to record any additional amounts of capital contributed or agreed or required to be contributed by the Special Partners, from time to time, and otherwise as required by Law.  The General Partner and each Special Partner shall execute and deliver as promptly as possible any documents that may be necessary or desirable to accomplish the purposes of this Agreement or to comply with applicable laws which may govern the Limited Partnership.  The General Partner shall take all necessary actions on the basis of information available to it in order to maintain the status of the Limited Partnership as a limited partnership.

3.9                            The Limited Partnership has been formed for the purposes of carrying on all activities relating to the Business.  The Limited Partnership shall not carry on any other business.  The Limited Partnership shall have the power to do any and every act and anything necessary, proper, convenient or incidental to the accomplishment of its purposes and the operation of the Business.

3.10                          The rights, assets and agreements in relation to the business of the Limited Partnership including, without limitation, the legal title to the assets of the Limited Partnership shall be held in the name of the Limited Partnership at all times unless otherwise directed by the Limited Partnership.

3.11                          The Special Partners shall comply with the provisions of all Laws governing the Limited Partnership and they shall not take any action which will jeopardize or eliminate the status of the Limited Partnership as a limited partnership.  Without limiting the generality of the foregoing, each Special Partner shall, on

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reasonable request by the General Partner, promptly execute all certificates, declarations, instruments and documents necessary to comply with any law or regulation of any jurisdiction in Canada in regard to the formation, operation, dissolution and continuance of the Limited Partnership.

4.                              TERM

4.1                            The Limited Partnership shall commence as of the date of filing of the registration of the Limited Partnership pursuant to the Act Respecting the Legal Publicity of Sole Proprietorships, Partnerships and Legal Persons (Quebec) and shall continue for a term which is coincidental to the term of the Marketing Agreement (as the term of the Marketing Agreement may be extended or renewed from time to time), subject to the provisions of Section 12 hereof.  Notwithstanding t