Licensor:

   Licensee:

Infa-Red Inc. (d/b/a/ “Infa-Red Inc”), 1208 Old St Rt 74 Batavia Ohio 45103

   Term:

1 year, automatically renewable for successive one year periods unless one party notifies the other party in writing 60 days prior to the expiration of the Term. Either party may terminate this Agreement during the Term subject to the provisions as outlined below.

   Master Recordings:

Licensor owns or controls the Master Recordings and sound recording copyrights in the Master Recordings containing the musical and/or lyrical composition (s) listed in Exhibit A (the “Master Recordings”).

   License of Rights:

Licensor agrees to license the Master Recordings to Licensee for distribution and exploitation of the Master Recordings as follows:

(1) the limited exclusive worldwide electronic and digital rights in the Master Recordings to create digital and/or electronic copies of the Master Recordings and embody the Master Recordings on compilations, distribute, sell, and publicly perform the Master Recordings via electronic and digital platforms, including ring tones, (using the Internet or otherwise). The exclusivity shall be limited to those music services with which Licensee has current or pending agreements during the Term. Upon prior written notice to Licensee, Licensor shall have the right to enter into agreements directly with digital music services with which Licensee does not have agreements at the time of such notice. Upon mutual agreement in writing, Licensor may enter into agreements with digital music services with which Licensee has existing agreements.

(2) the non-exclusive worldwide right to (check all that apply, if none are checked, all shall apply):

______ to manufacture, sell, license, advertise or otherwise use the Master Recordings in synchronization with video, film and/or other visual images upon prior written notice from Licensor;

______ to perform the Master Recordings in streaming format on the Licensee’s website or those website of Licensee’s partners and subsidiaries;

______to include the Master Recordings in one or more streaming electronic radio formats to promote and market the Master Recordings;

______to include the Master Recordings in audio and/or audiovisual compilation(s) for sale via physical medium upon prior written notice from Licensor;

______to make the Master Recordings available for paid digital downloads on the Infa-Red Inc’s website as part of its downloading service (and promotional downloads in accordance with Licensee’s policies of general application).

Licensee, in its sole discretion and in line with customary practices, shall have the right to market the Master Recordings for promotional purposes. Additionally, Licensee shall have the right to use likeness, biography, photos and other promotional material of artist, performer and producer as provided by Licensor for the purposes of marketing the Master Recordings.

   Promotional & Other    Rights:

In order for Licensee to provide marketing and licensing services hereunder, Licensor grants Infa-Red Inc the right to:

(1) Release, advertise and sell electronic files or equivalent electronic form(s) of the Master Recordings and to permit others to do so, under the trademark “Infa-Red Inc” or under any trademark used by Licensee in the United States of America;

(2) Publicly perform the Master Recordings on a gratis basis, via electronic or terrestrial radio broadcast or otherwise. Licensor hereby acknowledges that Licensee shall be exempt from any payments of public performance royalties otherwise due owners of sound recordings or digital performances of the same if such use is for promotional purposes. Licensor hereby appoints and designates Licensee as its agent for the collection of public performance royalties, if any, in connection with the digital public performance of the Master Recordings.

(3) Print, publish, disseminate and otherwise use and permit others to use artist’s, performer’s and/or producer’s (separately or collectively “Performer”) name (both legal and professional, whether presently or hereafter used by Performer), likenesses, other identifications and biographical material (“NIL Materials”) concerning Performer and/or Licensor for purposes of trade, advertising, and other exploitations in connection with the marketing, sale and exploitation of the Masters, or to refrain from the same. Licensee shall have the right to permit its successors, designees, assigns and licensees the right to use the NIL Materials as granted in this subparagraph.

   Payment:

Licensee shall pay Licensor 50% of all Revenues, as defined below, paid quarterly on February 28th, May 31st, August 30th, and November 30th. Revenues shall mean gross cash revenues received by Licensee that are derived solely from the Master Recordings whether from electronic, digital or other forms created from the Master Recordings or, on another recording that embodies the Master Recordings licensed hereunder, less 3 rd party commissions, sales, excise or use taxes, export duties and/or any other government taxes or surcharges imposed on Licensee and, mechanical royalties and public performance royalties, if any. Mechanical royalties will be paid directly to Licensor, and Licensor assumes responsibility for distributing that royalty to the appropriate publishers and writers.

   Accounting & Audit:

All statements shall be binding upon Licensor and not subject to objection by Licensor unless specific objection in writing, stating the basis thereof, is given to Licensee within 60 days from the date rendered. Licensor shall have one (1) year from the date each statement is rendered to conduct an inspection. All such inspections shall be made upon prior written notice to Licensee at least fifteen (15) business days prior to the date Licensor intends to conduct such inspection.

   Licensor’s    Representations &    Warranties:

   Licensor acknowledges    and accepts all    representations.

   LICENSOR’S INITIALS:

    _______

Licensor warrants, represents and agrees that:

(1) Licensor possesses all rights in and to the full and exclusive ownership and control of the Master Recordings, including the musical and other performances embodied therein, the copyrights in and to the compositions embodied on the Master Recordings and, any copyright or similar property right recognized or created by law in master recordings in the United States of America and the other countries to which the rights granted to Licensee hereunder extend;

(2) Licensor has the full right, power and authority to enter into and to perform this Agreement, and Licensor has not granted and will not grant or attempt to grant to any other person, firm, corporation or entity, rights of any kind which are inconsistent with the grant of rights contained herein or which would in any way impair the rights granted to Licensee hereunder during the Term; and

(3) Licensor explicitly warrants and represents that the Master Recordings contain NO “Samples.” “Samples” as used herein shall mean any portion(s) or interpolation(s) of third party master recording(s) and/or composition(s) and/or materials or portions thereof whether musical, lyrical or otherwise, not owned and controlled by Licensor. Licensor further warrants and represents that the Master Recordings, the contents embodied thereon, the sale, distribution and exploitation of the Master Recordings or any uses of the Master Recordings contemplated herein shall not violate any law or infringe upon any common law or statutory rights of any person, corporation or entity including without limitation, contractual rights, copyrights, trademarks and rights of privacy or publicity.

   Termination:

Licensor may terminate this Agreement upon 60 days written notice to Licensee. Upon termination for any reason, the rights granted to Licensee hereunder shall automatically revert to Licensor. Additionally, Licensor may, upon 60 days written notice to Licensee, terminate this Agreement with respect to any one particular Master Recording without effecting this Agreement for the remaining Master Recordings.

Licensee has the right to terminate this Agreement at any time and for any reason upon 60 days written notice to the Licensor. Notwithstanding the foregoing, Should Licensee file for chapter 7 or 11 bankruptcy proceeding in the state of Ohio, or any other jurisdiction, termination of this Agreement is immediate and all Master Recordings listed in Exhibit A shall be returned to the Licensor.

Upon termination or expiration of this Agreement for any reason, Licensee shall immediately cease all use and distribution of the Master Recordings and shall promptly delete all forms of the Master Recordings from its website; provided however, that Licensee is authorized to sell, lease, license, advertise or otherwise use or dispose of Licensee’s existing inventory of the physical copies of the Master Recordings in existence at the time of termination or expiration of this Agreement as well as any product made available via other means for sale to the public prior to termination or expiration of this Agreement.

   Survival of Royalties:

If this Agreement is terminated during the Term, then all Revenues from digital music services shall be subject to the payment provisions outlined herein above for a period of one (1) year following the date of termination. If this Agreement is not automatically renewed by Licensor or Licensee, then all Revenues from digital music services shall be subject to the payment provision as outlined above for a period of one (1) year following the date of non-renewal. After the aforementioned one year periods, Licensee will pass through to Licensor any and all Revenues that continue to be paid to Licensee by third parties.

   Miscellaneous:

(1) Licensee shall use all reasonable efforts to require third party digital download services to utilize appropriate copyright protection technology when such third parties distribute the Master Recordings over the Internet. Notwithstanding anything to the contrary herein, Licensee makes no guarantees, warranties or representations regarding such copyright protection technologies and nothing contained herein shall make Licensee liable whether directly or indirectly for any breach of copyright protection or the failure of any third parties to use such protection.

(2) Under no situation or circumstance shall Licensee be required to accept any or all Master Recordings submitted by Licensor and Licensor has none of the rights contained herein unless Licensee officially accepts Master Recording(s) in writing (including via e-mail).

(3) If any part of this Agreement shall be deemed invalid or unenforceable it shall not affect the validity or enforceability of the remainder of this Agreement, which shall remain in full force and effect as if such invalid or unenforceable provision(s) were not a part hereof.

(4) This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, executors, successors in interest, and assignees.

(5) This Agreement contains the entire understanding between the parties with respect to the subject matter hereof and, may only be modified, altered or amended by a written agreement signed by all parties. For purposes of this provision, a written modification, alteration or amendment shall include email transmission with proof of confirmation.

(6) Licensor agrees that it enters into this Agreement with all knowledge of its terms, freely and voluntarily, and with a complete understanding of all the consequences of this Agreement. Licensor acknowledges that it has been represented in the negotiation and execution of this Agreement by an independent attorney of Licensor’s choice who is familiar with the practices of the entertainment industry or has willingly refrained from so doing.

(7) This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio without giving effect to any choice of law principles.

(8) All terms contained herein will be held in the strictest confidence by the parties and will not be shared with third parties outside the respective companies.

   Mediation &    Arbitration

If a dispute arises under this Agreement, the party claiming the dispute shall have thirty (30) days to notify the other party of its dispute. The alleged breaching party shall have thirty (30) days to remedy the dispute. In the event that the dispute is not remedied within this time period, then either party at its option shall have ten (10) days to submit the dispute to mediation in accordance with the rules of Arts Arbitration and Mediation Services, a program of Lawyers for the Arts. If mediation is not successful in resolving the entire dispute any outstanding issues shall be submitted to final and binding arbitration in accordance with the commercial rules of the American Arbitration Association, located in Atlanta, Georgia. The American Arbitration Association shall decide the venue of the arbitration and all parties to this Agreement shall comply with the decisions of the American Arbitration Association. If such services are not available, the dispute shall be submitted to arbitration in accordance with the laws of the State of Ohio. The arbitrator’s award shall be final, and judgment may be entered upon such award by any court having jurisdiction thereof.