PROMOTION AGREEMENT

1.

Term of
Agreement :

Unless otherwise specifically stated with respect to any covenant or agreement set forth herein, this Agreement, and the covenants and obligations set forth herein, shall be for a three (3) year term beginning on the date hereof (the " Term ").

2.

Product
Placements :

(a) JMBP and Burnett will use their respective commercially reasonable good-faith efforts, on an ongoing basis and from time to time during the Term, to identify opportunities to cause loudspeakers, headphones, amplifiers, home-theater-in-a-box systems and tabletop home entertainment systems (collectively, the “ A/V Products ”) under SLS’ brand (as so branded, the “ SLS Products ”) to be placed and/or otherwise used on the set or other shooting location in connection with television productions involving JMBP, Burnett or any of their respective affiliates (each, a " Product Placement "), including, without limitation, by using their respective commercially reasonable good-faith efforts to effect a Product Placement on the television production “Rock Star” that is expected to air in the fall of 2005.

(b) SLS will reasonably cooperate with JMBP's and Burnett's efforts to identify and execute Product Placement opportunities under this Section 2. No Product Placement shall occur unless a separate Product Placement agreement is entered into by the Parties. The Parties shall use commercially reasonable good-faith efforts to reach agreement with respect to each Product Placement provided that the related Product Placement agreement shall be on terms in accordance Sections 7 and 13.

3.

Product
Integrations :

(a) JMBP and Burnett will use their respective commercially reasonable good-faith efforts to discover, create and execute a product integration whereby an SLS Product or SLS Products will be integrated as a part of the central premise of an episode of a Prime-Time Network Show (as defined below) in which JMBP or Burnett is involved (a " Product Integration "). In addition, JMBP and Burnett will consider in good faith such other Product Integration ideas as SLS may propose from time to time during the Term. “ Prime-Time Network Show ” shall mean a primetime television production on any of the ABC, NBC, CBS and FOX television networks.

(b) The Product Integration that JMBP and Burnett shall make commercially reasonable good-faith efforts to create and execute shall involve the SLS “Q-Line Qube System” (or such other SLS Product as may be mutually agreed by the Parties). In the case of a Product Integration involving the Q-Line Qube System, JMBP and Burnett will use their commercially reasonable good-faith efforts to schedule such Product Integration to be initially aired to coincide with SLS’ launch of the “Q-Line Qube System” product, which is currently expected to be launched in the first quarter of 2006.

(c) In connection with each Product Integration:

• the specific SLS Products to be used in connection therewith shall be determined mutually by the Parties;

• the Parties shall mutually select the Prime-Time Network Show in connection therewith; and

• SLS will make Quincy Jones (or another SLS spokesperson or representative subject to approval by JMBP or Burnett, such approval not to be unreasonably withheld) available to appear (at no additional cost to JMBP or Burnett except as contemplated by Section 3(e)) in connection therewith.

(d) SLS will reasonably cooperate with JMBP's and Burnett's efforts to identify and execute Product Integration opportunities under this Section 3. No Product Integration shall occur unless a separate Product Integration agreement is entered into by the Parties. The Parties shall use commercially reasonable good-faith efforts to reach agreement with respect to each such Product Integration provided that the related Product Integration agreement shall be on terms in accordance Sections 7 and 13.

(e) In exchange for each Product Integration, SLS will pay JMBP four percent (4%) of the total Net Sales of the SLS Products included in the Product Integration and any other SLS Products appearing or depicted in the program featuring the Product Integration during the one (1) year period beginning on the initial airing date of the related episode (each, a “ PI Royalty ”). " Net Sales " shall mean the aggregate revenues realized by SLS as a result of the sales in question, less deductions for (i) trade discounts, shipping charges, returns and allowances actually granted and (ii) any and all royalties and other fees, expenses and costs payable to Quincy Jones and/or, as applicable, any other talent participating in a Product Integration; provided, however, that the foregoing deductions shall not collectively exceed ten percent (10%) of such aggregate revenues. Net Sales shall be determined without deducting income taxes, franchise taxes, uncollectible accounts or financial discounts. Except as specifically referenced above, no costs incurred in the manufacture, sale, distribution, advertising or exploitation of such products shall be deducted in the computation of Net Sales.

4.

Licenses In
Connection with
Promotional
Activities :

(a) In connection with each Product Placement and Product Integration, JMBP and SLS shall use their respective commercially reasonable good-faith efforts to enter into a license agreement whereby JMBP will grant SLS worldwide, non-exclusive, non-transferable licenses (each, a “ License ”) to use various trademarks and phrases relating to JMBP productions associated with any Product Placement or Product Integration, each such license to permit uses in connection with the sale, marketing and promotion of certain SLS Products to be mutually agreed upon by JMBP and SLS, as follows: (i) on packaging (whether on the box or on materials provided therein) of SLS Products; and (ii) in advertising (whether print, billboard, radio, television, theatrical, website-based or otherwise) relating to SLS Products. Any such license(s) will be for a term of one (1) year or less beginning on the date on which the episode associated with the related Product Integration or Product Placement is initially aired. Any advertising on television or radio shall be subject to the prior approval of JMBP's distributors and the networks exhibiting the productions related to the applicable licensed phrases or trademarks, which approval JMBP will request in good faith. The licenses will bear no royalties for uses in advertising which displays or depicts the SLS brand or any related brand but does not display, depict or advertise a particular SLS Product, but will bear a royalty of two percent (2%) of the Net Sales of each unit of SLS Product sold with packaging containing such licensed phrases (the “ License Royalty ”); provided, however, that no License Royalty will be paid with respect to any unit for which a PI Royalty has been or is to be paid. With respect to any license for use in advertisements displaying, depicting or advertising particular SLS Products, the Parties will use their respective commercially reasonable good-faith efforts to negotiate license arrangements that provide benefits commensurate with the two percent (2% ) royalty arrangement described above, provided, however, that in no event shall additional royalties be payable with respect to any unit of SLS Product for which either a PI Royalty or a License Royalty has been or is to be paid.

(b) The specific phrases to be included in each license shall be mutually agreed upon by JMBP and SLS as set forth in the applicable License agreement. JMBP shall have approval rights over any proposed use by SLS of any trademarks and phrases and the right to control any such use. Any such License agreement shall be on terms in accordance with Sections 7 and 13. 

5.

Consulting
Services .

(a) Burnett will act as an advisor and consultant to SLS whereby Burnett will, on an ongoing basis from time to time throughout the Term, use his commercially reasonable good-faith efforts to promote SLS and the SLS Products in connection with television and related opportunities. Such services include (i) advising SLS with respect to Product Placement and Product Integration matters, (ii) making introductions on behalf of SLS to celebrities, captains of industry, business partners of JMBP and Burnett, certain media entities, television networks and producers, retailers and related entities and (iii) personally recommending SLS Products as reasonable opportunities to do so may arise from time to time. Burnett shall use his reasonable discretion in determining the prospects and strategies in promoting SLS and the SLS Products as contemplated by this Section 5.

(b) In connection with Burnett’s obligations under Section 5(a), Burnett shall make himself reasonably available for face-to-face meetings with a representative of SLS (which representative shall be reasonably selected by SLS) at least once per fiscal quarter during the Term for purposes of collaborating as to prospects for promoting SLS and SLS Products as contemplated by this Section 5, provided, however, that the dates, times and locations of such meetings shall be consistent with Burnett’s schedule and availability (but otherwise subject to reasonable advance notice and availability of SLS and its appointed representatives) and SLS shall, if reasonably required by Burnett’s schedule, travel to Burnett’s location for such meetings.

(c) Burnett shall not, and is not authorized to, negotiate the terms and conditions of any agreements with any third parties on SLS’ behalf, including, without limitation, with respect to the license of any intellectual property or the payment for materials, products or services.

6.

Exclusivity .

(a) During the Term, Burnett shall not act as a paid personal spokesman with respect to any A/V Products offered by any Competitor or CE Manufacturer (each as defined below).

(b) During the Term, neither JMBP nor Burnett shall feature or display any A/V Product offered by any Competitor or CE Manufacturer in an unpaid Product Placement in a program for which JMBP (or another production entity controlled by Burnett) is the producer of, or controls, the production of such program, unless SLS is first offered, by notice in accordance with Section 18, the exclusive right to provide such A/V Product for such Product Placement. If SLS declines to provide the requested A/V product for any such Product Placement (or fails to