[*** INDICATES THAT MATERIAL HAS BEEN OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST, WHICH THE COMPANY HAS FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]




                    OEM PURCHASE AND DEVELOPMENT AGREEMENT

                                    between

                       TOUCHTUNES DIGITAL JUKEBOX, INC.

                                      and

                               Bose(R) CORPORATION


This Agreement is made as of June 2, 2000 between TouchTunes Digital Jukebox,
Inc. ("TouchTunes"), and Bose Corporation, a Delaware Corporation ("Bose"), who
hereby agree as follows:

1.   INTRODUCTION

     Bose designs, develops, manufactures and sells audio equipment, including
     speakers, amplifiers, transducers and other electronic devices and
     circuitry.

     TouchTunes desires to use premium performance jukeboxes developed jointly
     by TouchTunes and Bose. Bose desires to work with TouchTunes to develop
     customized jukeboxes designed to meet the specifications and requirements
     of TouchTunes and to become a supplier of such jukeboxes to TouchTunes.

     TouchTunes has entered into a Master Lease Agreement with its parent
     company, TouchTunes Music Corporation ("TMC") providing for the terms and
     conditions under which TouchTunes (the "Lessor") leases to TMC (the
     "Lessee"), among other movable property such jukeboxes which are purchased
     at the demand and in accordance with the instructions of TMC.

     TouchTunes sell and/or leases Jukeboxes to TMC and TMC sells and/or leases
     Jukeboxes to Jukebox operations that are responsible for installing
     jukeboxes in various locations.

2.   DEVELOPMENT OF THE SYSTEM

     2.1  The System. For purposes of this Agreement, the "system" shall mean a
          "Jukebox" developed jointly by Bose and TouchTunes as defined in the
          Product Description attached to this Agreement as Schedule A.

     2.2  System Specifications. If either party wishes to amend or modify the
          agreed-upon specifications relating to the Jukebox, such party shall
          specify the desired change in writing to the other party. Each party
          agrees

          not to unreasonably withhold its approval of any suggested change.
          Bose and TouchTunes shall each have the right to approve the
          acoustical performance of the Jukebox, prior to the initiation by
          Bose of manufacturing of the Jukebox.

     2.3  Good Faith Cooperation. Bose and TouchTunes acknowledge that this
          Agreement cannot possibly cover or contemplate all aspects of the


[*** INDICATES THAT MATERIAL HAS BEEN OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST, WHICH THE COMPANY HAS FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]


          working relationship between Bose and TouchTunes that will develop or
          be required in connection with the design, development and production
          of the Jukebox. Accordingly, Bose and TouchTunes each agree to act in
          good faith and in a commercially reasonable manner in performing
          their respective obligations under this Section 2.

3.  TERM OF PURCHASE AND SALE OF SYSTEMS

     3.1  Purchase and Sale. TouchTunes agrees to purchase from Bose, and Bose
          agrees to sell to TouchTunes, complete Jukeboxes in such quantities
          as are agreed between the parties from time to time which are
          manufactured in accordance with Schedule B. TouchTunes agrees to
          purchase Jukeboxes from Bose beginning in June 2000 at quantities
          agreed to in accordance with Schedule B.

     A Jukebox is defined as a system which is ready to accept the hard drive
     in order to be a complete and operational ("Jukebox").  It will be
     TouchTunes' or TMC's sole responsibility to install the hard drive into
     the Jukebox.  TouchTunes agrees to purchase from Bose, and Bose agrees to
     sell to TouchTunes, Jukeboxes as defined in Schedules A and C in such
     quantities as are agreed between the parties from time to time which are
     manufactured in accordance with Schedule B.

     Reference Schedule F Jukebox Manufacturing Locations

     3.2  Pricing. The price of each Jukebox purchased by TouchTunes from Bose
          shall be as set forth on the Price Schedule attached to this
          Agreement as Schedule B. In the event of any change in the Jukebox
          design or specifications from that contemplated as of the date of the
          Agreement, Bose shall be entitled, with the written consent of
          TouchTunes (which consent may not be unreasonably withheld or
          delayed), to modify the pricing terms set forth on Schedule B to take
          into account such changes. Cost reductions or cost increases for the
          purchased components and/or manufacturing purchase price variances
          directly attributable to Jukebox production will be jointly shared
          between Bose and TouchTunes through Jukebox pricing as set forth on
          Schedule B. All pricing terms on such Price Schedule exclude all
          excise, sales, use and other taxes, all of which shall be paid by
          TouchTunes.  Payment to Bose for Jukeboxes shall be made as set forth
          in Schedule E.

          In the event that TouchTunes does not purchase quantities of
          Jukeboxes in accordance with Schedule B, that TouchTunes has not
          provided Bose with reasonable notice and, as a result, Bose has
          incurred penalty charges from suppliers or has suffered component
          parts pricing increases, TouchTunes will reimburse Bose for such
          costs.  Costs of excess material due to volume changes will be
          reimbursed by TouchTunes if TouchTunes has not provided Bose with
          reasonable notice.  Bose shall credit to the benefit of TouchTunes
          the cost of such material once the material is used in production, or
          at TouchTunes' option, Bose will use its best efforts to obtain the
          maximum credit from respective material suppliers by returning  as
          much material as possible.

          3.2.1    Inventory Financing Protection:

               TouchTunes will extend the Inventory Financing Protection
               ("IFP") Agreement, signed by TouchTunes August 26, 1999,


[*** INDICATES THAT MATERIAL HAS BEEN OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST, WHICH THE COMPANY HAS FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]


               accepted by Bose February 7, 2000 through the term of this
               Agreement.  The terms of the ("IFP") are expressly incorporated
               into this agreement.  From time to time, when requested by
               TouchTunes, Bose agrees to review the need for ("IFP").

     3.3  Purchase Orders

          Submission of Purchase Order. TouchTunes shall submit to Bose a hard
          copy purchase order for Jukeboxes to be purchased by TouchTunes from
          Bose during the year beginning June 1, 2000. On a monthly basis,
          TouchTunes will provide Bose with a purchase order release which
          specifies a requested delivery date, which shall be at least 98-
          calendar days following the date of delivery of the purchase order.

          All purchase order releases for 98-calendar days lead time are
          considered "firm and frozen." Purchase order release quantities
          should be in unit quantities equal to multiples of trailer capacity
          to be determined by Bose and TouchTunes.

          Beyond the purchase order release quantities, the quantities forecast
          can be changed accordingly except as noted in section 8.2:
               Greater than 98-calendar days:  no limit to changes
               0_98 calendar days:  firm and frozen

          Bose will respond to all change orders within ten business days.

          Confirmation of Purchase Order. Within ten business days after the
          receipt by Bose of all documents comprising each purchase order and
          purchase order release, Bose shall provide TouchTunes with a written
          confirmation notice relating to the purchase order and/or purchase
          order release.

          Termination of Purchase Orders. TouchTunes shall have the right to
          cancel any purchase order in whole or in part at any time, subject to
          the following provisions. Such cancellation shall become effective
          upon written notification by TouchTunes to Bose. TouchTunes agrees to
          pay Bose all costs which were incurred by Bose Corporation in
          performance of the purchase order up to the date of cancellation and
          which are properly allocable to such order under recognized
          commercial accounting practices. TouchTunes will be responsible for
          materials that are deemed obsoleted and unique to the Jukebox upon
          cancellation of purchase order and/or purchase order releases.  Bose
          will use its best efforts to minimize the amounts for the said
          materials by returning as much material as possible to respective
          suppliers.  Bose will respond within ten business days as to
          obsolete/unique amounts.

     3.4  Production Forecasts. TouchTunes shall make available to Bose by the
          fifth calendar day of each month, for planning purposes only, an
          estimate of TouchTunes' delivery requirements from Bose for the
          Jukebox for the next 12 months.

     3.5  Shipment; Title and Risk of Loss.  TouchTunes shall arrange for
          shipment of jukeboxes to the designated warehouse in accordance with
          the shipment schedule specified by TouchTunes.  Delivery of jukeboxes
          by Bose Corporation to TouchTunes shall be Ex Works, Sainte-Marie,
          Quebec.  Without regard to freight being prepaid or collect, title


[*** INDICATES THAT MATERIAL HAS BEEN OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST, WHICH THE COMPANY HAS FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]


          and risk of loss shall pass to TouchTunes upon departure of truck
          from the Bose manufacturing facility.

     TouchTunes acknowledges that this document or copies of this document may
     be filed with the appropriate authorities as a financing statement and
     agrees to execute and deliver such other documents as Bose may request in
     order to perfect Bose Corporation's security interest granted hereby.

     Bose acknowledges that it will provide necessary certificates of origin or
     other necessary documents relating to the Jukeboxes in order for TMC to
     import the Jukeboxes into the United States from Canada.

     3.6  TouchTunes and TMC Lessor and Lessee Relationship.  Bose acknowledges
          that it has been informed by TouchTunes that TouchTunes leases, as
          Lessor, to TMC, as Lessee, among other moveable property, the
          jukeboxes, which are purchased by TouchTunes at the demand and in
          accordance with the instructions of TMC.  This Section 3.6 shall
          constitute a disclosure in this Agreement of such Contract of Leasing
          with respect to the jukeboxes.

     3.7  Ownership of Jukeboxes.  TouchTunes, TMC and Bose acknowledge that it
          is their intention that TouchTunes purchases from Bose, and Bose
          sells to TouchTunes the jukeboxes upon the terms and conditions set
          forth in this Agreement and that ownership title of the jukeboxes
          shall solely vest in TouchTunes, and that TMC shall have no right,
          title or interest in such jukeboxes, other than the right to maintain
          possession and use of such jukeboxes and lease such jukeboxes in
          conformity with the Master Lease Agreement and other rights expressly
          provided therein or in this Agreement until, ownership title of such
          jukeboxes passes to TMC in conformity with such Master Lease
          Agreement.

4.   WARRANTY AND SUPPORT

     4.1  Warranty

          As acknowledged by Bose, TouchTunes and TMC have entered into the
          Master Lease Agreement and it is Bose's intention to have the
          warranties set out in this Section 4.1 of the Agreement to the
          benefit of both TouchTunes and TMC.

          General. Bose warrants solely to TouchTunes and to TMC that the Bose
          content of the Jukeboxes sold and delivered under this Agreement
          shall be free from defects in materials and workmanship under normal
          and intended usage, for a period of 12 months from the date of
          purchase. Bose warrants solely to TouchTunes and to TMC that the Bose
          transducers contained in the Jukeboxes sold and delivered under this
          Agreement shall be free from defects in materials and workmanship
          under normal and intended usage for a period of five years from the
          date of purchase. The warranty on components not originally
          manufactured by Bose (i.e., all components except for the
          transducers, amplifiers and cabinetry) will be limited to the
          original manufacturer's warranty and will be passed through to
          TouchTunes and to TMC when transferable. This warranty does not cover
          defects or damages due to water, chemical or sealant intrusion, or
          defects or damages resulting from negligence, casualty, accident,
          fire, disaster, misuse, or improper installation, nor does it apply


[*** INDICATES THAT MATERIAL HAS BEEN OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST, WHICH THE COMPANY HAS FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]


          to Jukeboxes that have been modified or repaired by a party other
          than Bose or a party authorized by Bose, TouchTunes, or TMC to do so.

          TouchTunes or, at TouchTunes' option, TMC will be solely responsible
          to purchase extended warranties for component parts not manufactured
          by Bose from the original component manufacturer. Bose will provide
          assistance to TouchTunes or TMC to obtain these extended warranties;
          however, TouchTunes or TMC will be responsible for all payments and
          additional costs associated with the extended warranties.

          Traceability.  Bose will provide to TouchTunes serialization for each
          individual Jukebox and the following components: I/O Board,
          touchscreen monitor, bill acceptor, amplifiers, managers button,
          remote control, lower detachable loudspeakers (141JB), PC and UPS.
          TouchTunes or, at TouchTunes' option, TMC will be responsible for all
          updates to the Jukebox serialization once the Jukeboxes are placed in
          the field.

          Procedures. TouchTunes or TMC shall notify Bose of any Bose component
          parts or Bose workmanship which it believes to be defective during
          the applicable warranty period. Defective Bose manufactured component
          parts shall be returned by TouchTunes or TMC to the facility
          designated by Bose, whereupon Bose shall examine and test such
          components, repair or replace any such components found to be
          defective and promptly return such components to TouchTunes or TMC.
          All replaced parts shall become the property of Bose. Bose shall make
          available as required Bose manufactured spare parts to be purchased
          by TouchTunes or TMC. Bose shall designate the method of shipment
          required for return of Bose manufactured components and shall
          reimburse TouchTunes or TMC for all cost of shipment except for such
          Bose manufactured components which upon testing by Bose prove not to
          be defective. If faulty workmanship is identified, Bose and
          TouchTunes, or TMC will agree to the most cost-effective way to
          repair or replace the faulty workmanship in each individual
          situation.

          Bose will transfer all warranties for non-Bose component parts of the
          Jukeboxes to TouchTunes and to TMC. TouchTunes or TMC will
          communicate and deal directly with the original manufacturer both
          during the warranty period and after the warranty expires at
          TouchTunes' or TMC's expense.

          Limitations.

          (a)  The provisions of the foregoing warranties are in lieu of any
          other warranty, whether express or implied, written or oral
          (including any warranty of merchantability or fitness for a
          particular purpose). The foregoing warranties extend to TouchTunes
          and to TMC only and shall not be applicable to any other person or
          entity, including without limitation customers of TouchTunes or of
          TMC except in the event that TouchTunes or TMC sells the Jukebox to
          another party in which case the remaining warranty will pass to the
          new owner of the Jukebox.

          (b)  Bose Corporation's liability arising out of the design,
          manufacture, sale or delivery of the Jukeboxes or their use or
          disposition, whether based upon warranty, contract, tort or
          otherwise, shall not exceed the actual purchase price paid by


[*** INDICATES THAT MATERIAL HAS BEEN OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST, WHICH THE COMPANY HAS FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]


          TouchTunes to Bose for such Jukebox. In no event shall Bose be liable
          to TouchTunes or TMC or any other person or entity for special,
          incidental or consequential damages (including without limitation
          loss of profits, loss of data or loss of use damages) arising out of
          the design, manufacture, sale or delivery of the Jukeboxes.

     4.2  Support and Maintenance. TouchTunes or, at TouchTunes' option, TMC
          shall be solely responsible for providing maintenance and support to
          users of the Jukeboxes, including maintenance and support relating to
          the Jukeboxes included therein. Bose shall provide technical support
          to maintenance and support to maintenance personnel of the Jukeboxes.
          Any defects identified by TouchTunes or TMC after the commencement of
          commercial shipments of the Jukeboxes and the expiration of the Bose
          warranty shall be resolved by Bose at TouchTunes' or TMC's expense
          and discretion, within two weeks, to the extent possible using
          commercially reasonable efforts. Bose will support TouchTunes or TMC
          with technical seminars for TouchTunes' or TMC's maintenance
          personnel or by other methods as determined by Bose.

          Support and Maintenance.  Refer to Schedule G - Replacement Parts
          Availability

     4.3  Procurement Responsibility

          TouchTunes will procure the computer (and all internal components
          including the TouchTunes Sound card and the XCP card) and the UPS
          directly from the suppliers and is responsible for the shipment of
          these components to the Bose manufacturing facility, on consignment.
          Bose will mount/secure these items into the Jukebox and perform all
          tests as a complete system less hard drive.  All defects found in the
          TouchTunes supplied components are the responsibility of TouchTunes
          unless such defects are Bose induced.

5.   INTELLECTUAL PROPERTY RIGHTS

     5.1  Ownership of Patents

          Patent Rights Unilaterally Originated. Patent rights relating to
          inventions originated solely by an employee or employees of one party
          in connection with the design and development of the Jukebox shall
          vest in such party.

          Ownership of Patent Rights Jointly Originated. Patent rights relating
          to inventions originated jointly by employees of Bose and TouchTunes
          or TMC in connection with the design and development of the Jukebox
          shall vest in Bose and TMC jointly, each party to have an equal and
          undivided interest in such patent rights.

          Other Rights. Except as provided above in this Section 5.1., TMC and
          Bose shall each retain ownership of all intellectual property rights
          relating to the Jukebox that are already owned by the respective
          parties.

          Licensee.  TouchTunes is a licensee of the Fraunhaufer and Thompson
          for MMP and MP3 Technology.


[*** INDICATES THAT MATERIAL HAS BEEN OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST, WHICH THE COMPANY HAS FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]


     5.2  Trademarks

          Trademark License. Bose is the owner of the trademark "Bose" (both in
          logo form and nonlogo form), which is registered with the United
          States Patent and Trademark Office and similar offices or agencies in
          various foreign countries (the "Trademark"). Bose hereby grants a
          limited, nonassignable, nonexclusive license to TouchTunes to use the
          Trademark either alone or in conjunction with other names, phrases or
          logos approved in writing by Bose, solely on and in connection with
          the Jukebox manufactured by, for or on behalf of TouchTunes.
          TouchTunes and TMC agree to prominently display the Trademark on each
          Jukebox and in all marketing literature relating to the Jukebox. This
          limited license shall terminate on the date of termination of this
          Agreement, except with respect to TouchTunes products incorporating
          Jukeboxes that were purchased by TouchTunes from Bose prior to the
          date of termination.

          Marketing and Advertising. Bose, TouchTunes and TMC shall agree upon
          guidelines for usage of the Trademarks by Bose, TouchTunes and TMC in
          connection with the marketing or advertising of the Jukebox, and
          Bose, TouchTunes and TMC shall comply with such guidelines. Bose,
          TouchTunes and TMC agree that all national media advertising and all
          other advertising copy of first impression, which contains any usage
          of the Trademarks shall be subject to Bose, TouchTunes' and TMC's
          approval of such usage, both as to style and context, prior to
          release, which approval shall not be unreasonably withheld or
          delayed.

          TouchTunes, TMC and Bose agree to share marketing information for the
          purpose of obtaining knowledge of customers and performance of the
          system for future product enhancements.  Upon reasonable notice from
          Bose, TouchTunes or TMC shall provide to Bose if authorized by
          operators, a list of contacts and installation sites for the Jukebox
          within 30 days of the request.

          TouchTunes and TMC agree not to offer on-screen advertising of
          products and/or companies that jeopardize Bose Corporation's position
          as a quality sound provider as provided in Schedule D, or which
          violate advertising standards or standards of decency or good
          taste,without prior written consent from Bose, which Bose shall not
          unreasonably withhold. . Bose and TouchTunes shall annually review in
          good faith the adequacy of the product categories outlined on
          Schedule D."

          Quality Assurance. TouchTunes and TMC shall use their best efforts to
          provide Bose with accurate and timely field failure information. In
          addition, Bose, as licenser of the Trademark, shall have the right to
          inspect the processing, packaging and installation of all Jukeboxes
          in connection with which the Trademark is used, for the limited
          purpose of protecting and maintaining the standards of quality
          established by Bose for products sold under the Trademark. TouchTunes
          and TMC shall permit Bose Corporation's authorized personnel to enter
          TouchTunes' and TMC's premises at all reasonable times, with
          reasonable advance notice, to inspect TouchTunes' and TMC's
          processing, packaging and installation operations relating to
          Jukeboxes in connection with which the Trademark is used and to
          inspect and test Jukeboxes to be sold under or in connection with the
          Trademark. If Bose at any time finds that any Jukeboxes in connection


[*** INDICATES THAT MATERIAL HAS BEEN OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST, WHICH THE COMPANY HAS FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]


          with which the Trademark is used are not being processed, packaged or
          installed in accordance with this Agreement, Bose may notify
          TouchTunes or TMC in writing of all deficiencies, and if TouchTunes
          or TMC fails to take prompt action to correct all such deficiencies
          Bose may, at its election, terminate the license granted pursuant to
          Section 5.2 effective 30 days after serving written notice of such
          termination unless such deficiencies are corrected within such time.
          TouchTunes and TMC will "do their best efforts" to ensure that
          connections to house systems will be at a sufficiently acceptable
          sound quality to be determined by TouchTunes or TMC, and Bose.
          Standards for quality sound Jukebox installations will be established
          by TouchTunes or TMC and Bose based on the sound performance at
          mutually agreed to reference sites. At the option of Bose, Bose will
          make its best efforts to train TouchTunes or TMC to identify
          performance of Jukebox systems that do not meet the agreed to
          benchmark for quality sound. ("Jukebox systems" include secondary
          products connected to the TouchTunes jukebox.) TouchTunes and TMC
          will make their best efforts to notify Bose of all house systems
          connected to Jukeboxes and the brand of product connected. Bose
          reserves the right to review such installations.

          Trademark Notice. TouchTunes and TMC shall cause to appear on
          products and advertising materials using the Trademark, reasonable
          legends, markings and notices indicating ownership by Bose of the
          Trademark, acceptable in substance and form to both parties.

          Reservation of Rights. Bose expressly reserves, and TouchTunes and
          TMC expressly acknowledge, that Bose possesses the exclusive
          ownership of the Trademark and all related statutory and common law
          rights and privileges. Use of the Trademark by TouchTunes or TMC
          shall inure to the benefit of Bose.

6.   INTELLECTUAL PROPERTY INDEMNITY

     6.1  By Bose

          Indemnity. Except as provided below, Bose shall defend and indemnify
          TouchTunes and TMC from and against any damages, liabilities, costs
          and expenses (including reasonable attorneys' fees and court costs)
          arising out of any claim that the Jukebox purchased and/or licensed
          hereunder infringes a valid United States or Canadian patent or
          copyright or infringes a trade secret of a third party, provided that
          (i) TouchTunes shall have promptly provided Bose written notice
          thereof and reasonable cooperation, information and assistance in
          connection therewith, and (ii) Bose shall have sole control and
          authority with respect to the defense, settlement or compromise
          thereof. Should any Jukebox delivered hereunder become or, in Bose
          Corporation's opinion, be likely to become the subject of such a
          claim, Bose may, at its option, either procure for TouchTunes the
          right to continue purchasing and using such Jukebox, or replace or
          modify such Jukebox so that it becomes noninfringing. In such event,
          Bose may withhold further shipments of infringing or potentially
          infringing Jukeboxes.

          Limitations. Bose shall have no liability or obligation to TouchTunes
          and TMC hereunder with respect to any patent, copyright or trade
          secret infringement or claim thereof based upon (i) compliance with
          designs, plans or specifications of TouchTunes or TMC, (ii) use of


[*** INDICATES THAT MATERIAL HAS BEEN OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST, WHICH THE COMPANY HAS FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]


          the Jukebox by TouchTunes or TMC in combination with devices or
          products where the Jukebox would not itself be infringing, (iii) use
          of the Jukebox by TouchTunes or TMC in an application or environment
          for which it was not designed or contemplated, (iv) modifications of
          the Jukebox by TouchTunes or TMC, or (v) any claims of infringement
          of a patent, copyright or trade secret in which TouchTunes or TMC, or
          any affiliate or customer of TouchTunes or TMC has an interest or
          license. The foregoing states the entire liability of Bose with
          respect to infringement of patents, copyrights and trade secrets by
          the Jukebox or any part thereof or by their operation.

     6.2  By TouchTunes and TMC. Except as provided below, TouchTunes and TMC
          shall defend and indemnify Bose from and against any damages,
          liabilities, costs and expenses (including reasonable attorneys fees
          and court costs) incurred by Bose as a result of or arising from
          TouchTunes' or TMC's activities under the Agreement, including,
          without limitation, product liability, customer warranty and service
          claims, provided that (i) Bose shall have promptly provided
          TouchTunes and TMC written notice thereof and reasonable cooperation,
          information and assistance in connection therewith, and (ii)
          TouchTunes or TMC shall have sole control and authority with respect
          to the defense, settlement or compromise thereof.

7.   TECHNICAL AND COMMERCIAL INFORMATION

     No proprietary information disclosed by either party to the other in
     connection with this Agreement shall be disclosed to any person or entity
     other than the recipient party's employees and contractors directly
     involved with the recipient party's use of such information who are bound
     by written agreement to protect the confidentiality of such information,
     and such information shall otherwise be protected by the recipient party
     from disclosure to others with the same degree of care accorded to its own
     proprietary information. Information will not be subject to this provision
     if it is or becomes a matter of public knowledge without the fault of the
     recipient party, if it was a matter of written record in the recipient
     party's files prior to disclosure to it by the other party, or if it was
     or is received by the recipient party from a third person under
     circumstances permitting its unrestricted disclosure by the recipient
     party. Upon termination of this Agreement, each party shall promptly
     deliver to the other all proprietary information of the other party in the
     possession or control of such party and all copies thereof

     Notwithstanding the foregoing, in this Section 7, TouchTunes and TMC shall
     be considered collectively as a "party" while Bose shall be considered
     individually as a "Party".

8.   TERM OF AGREEMENT; TERMINATION

     8.1  Term of Agreement. This Agreement shall continue in effect until
          May 31, 2003.  This Agreement shall be automatically extended for
          successive one-year periods unless either party, on or before the
          date six months prior to the commencement of any renewal period,
          provides written notice to the other party of its election not to
          extend the Agreement for an additional renewal period.

     8.2  Termination for Cause. Notwithstanding the provisions of Section 8.1,
          if either party shall default in the performance of its obligations
          under this Agreement, including Bose repeated failure to meet


[*** INDICATES THAT MATERIAL HAS BEEN OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST, WHICH THE COMPANY HAS FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]


          scheduled shipment dates except in cases of excusable delays as
          defined in Section 9.3 or after any 3 month period starting Sept. 1,
          2000 if TouchTunes Jukebox Purchase Orders are *** or more below the
          monthly average of the annualized quantities as outlined in Schedule
          B, the other party may serve written notice to the defaulting party
          specifying the claimed default. The defaulting party shall use its
          best efforts to correct any such default promptly. If the claimed
          default is not corrected within such reasonable time as is agreed by
          the parties, or within 30 days in the absence of such agreement, the
          nondefaulting party shall have the right to terminate this Agreement
          by delivering written notice of termination to the defaulting party
          within 30 days following the expiration of such cure period.

     8.3  Post Termination Rights and Obligations. The following rights and
          obligations shall survive the expiration or termination of this
          Agreement to the extent necessary to permit their complete
          fulfillment or discharge:

               (a)   the right of Bose to receive payment for and the
                     obligation of TouchTunes to pay Bose for any Jukeboxes
                     shipped by Bose prior to the time of termination; and for
                     any production, prototype and development costs incurred
                     12 months prior to the time of termination which can be
                     reasonably substantiated by Bose.

               (b)   licenses in favor of customers of TouchTunes in respect of
                     products sold by TouchTunes prior to the termination of
                     this Agreement, and licenses in favor of TouchTunes in
                     respect of Jukeboxes that were purchased by TouchTunes
                     from Bose prior to the termination of this Agreement;

               (c)   the right of TouchTunes and of TMC to perform maintenance
                     and service relating to the Jukeboxes sold prior to the
                     termination of this Agreement;

               (d)   the obligations regarding confidentiality under Section 7;
                     and

               (e)   any cause of action or claim of either party because of
                     any breach or default by the other party prior to the
                     termination of this Agreement.

               (f)   In the event this contract is terminated, Bose will
                     provide to Touchtunes ASAP, all supplier molds, dies and
                     templates at a cost equivalent to the lower of either the
                     Net Book Value or the Fair Market Value.  Bose will also
                     provide TouchTunes a list of all the Suppliers and a copy
                     of all Supplier contracts.  Bose will assign to TouchTunes
                     and TMC all rights under such contracts and use its best
                     efforts to obtain all necessary consents to transfer such
                     contracts, if required.

     8.4  Notwithstanding the foregoing, in Sections 8.1, 8.2 and 8.3 of this
          Agreement, TouchTunes and TMC shall be considered collectively as a
          "Party", while Bose shall be considered individually as a "Party".

9.   MISCELLANEOUS


[*** INDICATES THAT MATERIAL HAS BEEN OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST, WHICH THE COMPANY HAS FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]


     9.1  No Agency. This Agreement does not constitute Bose the agent or legal
          representative of TouchTunes or of any subsidiary or affiliate of
          TouchTunes, and does not constitute TouchTunes the agent or legal
          representative of Bose. Neither party is granted any express or
          implied right or authority to assume or to create any obligation,
          agreement or undertaking on behalf of or in the name of the other or
          to bind the other in any manner or thing whatsoever.

     9.2  Authorization. Each party represents to the other that this Agreement
          has been duly authorized, executed and delivered by it and that the
          execution, delivery and performance of this Agreement will not
          violate the provisions of any law, regulation, contract or court
          order to which the party making this representation is subject or by
          which it is bound.

     9.3  Excusable Delays. Neither Bose nor TouchTunes shall be liable for any
          loss or damage (including without limitation any special, incidental
          or consequential damage) resulting from any delay in the performance
          of any obligation hereunder which is due to any cause beyond its
          control, including without limitations acts of nature, unavailability
          of sources of energy, riots, wars, floods, epidemics, strikes or
          slowdowns or acts or omission of the other party ("Unavoidable
          Causes"). If at any time any party shall have reason to believe that
          the performance of any of its obligations will not occur when
          scheduled due to any Unavoidable Cause, such party shall provide
          written notice to the other party indicating the cause of the delay.
          Bose will use reasonable efforts to meet requested delivery dates,
          but will not be liable for its failure to do so. Products for which
          delivery is delayed due to any cause within TouchTunes control may be
          placed in storage by Bose at TouchTunes risk and for its account.
          TouchTunes shall be liable for all costs and expenses incurred by
          Bose in holding or storing products for TouchTunes or at TouchTunes
          request.

     9.4  Assignment. Except as may be otherwise specifically permitted in this
          Agreement, neither party may assign any of its rights or delegate any
          of its duties under this Agreement without the prior written consent
          of the other party (which shall not be unreasonably withheld or
          delayed).  Any attempt at assignment in violation of this Section 9.4
          shall be void.  Notwithstanding the foregoing: (I) either party may
          cause any of its obligations under this Agreement to be performed by
          one or more of its affiliates or subsidiaries not a party hereunder
          (provided that such party shall remain responsible for the full
          performance of all obligations of such party under this Agreement,
          (ii) either party may assign this Agreement in connection with a
          merger, consolidation or sale of all or substantially all of its
          assets, (iii) TouchTunes and TMC shall have the right to assign to
          each other any of their respective rights, duties and obligations
          under this Agreement, and (iv) TouchTunes and TMC shall have the
          right to assign this Agreement, and any rights, duties and
          obligations under this Agreement to any affiliate or subsidiary, or
          to lenders or other parties providing funding.  The parties agree to
          fully cooperate with each other and to execute any appropriate
          document with respect to any assignment permitted under this
          Agreement.

     9.5  Notices. All notices, requests, consents and other communications in
          connection with this Agreement shall be furnished in writing and


[*** INDICATES THAT MATERIAL HAS BEEN OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST, WHICH THE COMPANY HAS FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]


          shall be sufficiently given if personally delivered or sent by
          telecopy (effective as of the date of delivery) or sent by postage-
          prepaid registered or certified mail (effective two days after being
          so mailed) to the other party at the address specified below or such
          other address as such party shall have specified in writing:

          If to TouchTunes:

               C/O: TouchTunes Digital Jukebox Inc.
               3 Commerce Place, 4th Floor
               Montreal Quebec, Canada H3E 1H7
               Attention: CEO or President

          If to Bose:

               Bose Corporation
               The Mountain
               Framingham, MA  01701
               Attention:  Legal Department

     9.6  Governing Law. This Agreement shall be construed and enforced in
          accordance with the laws of the Commonwealth of Massachusetts.

     9.7  Official Currency. Both parties agree that the currency to be used
          for all calculations and payments shall be U.S. dollars.

     9.8  Waiver. The waiver by either party of a breach or a default of any
          provision of this Agreement shall not be construed as a waiver of any
          succeeding breach of the same or any other provision, nor shall any
          delay or omission of the part of either party to exercise or avail
          itself of any right, power or privilege that it has or may have under
          the terms of this Agreement operate as a waiver of any right, power
          or privilege.

     9.9  Integration and Interpretation. This Agreement contains the full
          understanding of Bose and TouchTunes with respect to the development,
          purchase and sale of Jukeboxes and supersedes all prior agreements,
          covenants, arrangements, communications, representations,
          understandings or warranties, whether oral or written by or between
          the parties relating to the subject matter hereof. In the event of
          any inconsistency between the terms of this Agreement and any
          purchase order, invoice or any other written instrument given
          hereunder, the terms of this Agreement shall control.

     9.10 Amendments. No waiver, alteration, modification or amendment of any
          provisions of this Agreement or any Purchase Order hereunder shall be
          binding unless made in writing and signed by authorized
          representatives of both TouchTunes and Bose.

     9.11 Expenses. Except as otherwise provided in this Agreement, each party
          shall be responsible for its own costs and expenses in performing its
          obligations under this Agreement.

     9.12 Captions. Captions or section headings contained in this Agreement
          are for convenience of reference only, and in no way define or limit
          the scope of the provisions contained herein.

     9.13 Counterparts. This Agreement may be executed in two counterparts,


[*** INDICATES THAT MATERIAL HAS BEEN OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST, WHICH THE COMPANY HAS FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]


          both of which together shall constitute one agreement binding on all
          parties.

     9.14 Exclusivity. Bose and TouchTunes agree that, for the term of this
          Agreement, neither party shall contract with a third party for
          manufacture or purchase of jukeboxes. Bose agrees that it shall use
          its best efforts to prevent the use of the Bose products and
          trademark on any other jukebox product and any other sales materials
          related to any other jukebox products. Both parties acknowledge and
          agree that Bose products are available on the open market and may be
          incorporated into jukeboxes without the knowledge or consent of Bose.

     9.15 Notwithstanding the foregoing and unless the context suggests
          otherwise, in Section 9 of this Agreement: (I) a reference to
          "TouchTunes" shall be deemed to be a reference to both TouchTunes
          Digital Jukebox, Inc. and TMC, and (ii) TouchTunes Digital Jukebox,
          Inc. and TMC shall be considered collectively as a "party" while Bose
          shall be considered individually as a "party".

     9.16 The parties agree that this Amendment and all documents,
          correspondence, notices, etc. relating to this Amendment shall be in
          the English language.  Les parties declarent qu'ils exigent que cet
          amendement ainsi que tous les documents, correspondance, avis, etc. y
          relatifs soient rediges en anglais.


EXECUTED as a sealed instrument as of the date first indicated above.

                         TOUCHTUNES DIGITAL JUKEBOX, INC.

                         Signature: /s/Tony Mastronardi

                         Name:      Tony Mastronardi


                         Title:  CEO, President

                         BOSE CORPORATION
                         Signature: /s/Sherwin Greenblatt
                         Name:      Sherwin Greenblatt


                         Title:        President


[*** INDICATES THAT MATERIAL HAS BEEN OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST, WHICH THE COMPANY HAS FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]



                      SCHEDULE A-PRODUCT & TEST SPECIFICATION


- Reference Production Specification Document PS 195300 Rev. 01 (currently
  being updated from PS 95300 Rev. 00).

Reference sections:

1.2  Summary Product Description
1.3  Product Goal
1.4  Jukebox Styling

- Reference Test Specification Documentation TS 195300 (currently being updated
  from TS


[*** INDICATES THAT MATERIAL HAS BEEN OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST, WHICH THE COMPANY HAS FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]


                       SCHEDULE B-PRODUCTION SYSTEMS PRICING




Jukebox delivered to TouchTunes_ from Bose(R) Corporation
(as described in Schedule A and Schedule C)                 ***

Freight, duty, excise, sales, use and all other taxes
are the responsibility of TouchTunes.

Note:  Production Systems pricing is based on the following assumptions.
 . Jukeboxes to be delivered to the shipping docks, at the Bose manufacturing
  facility in Sainte-Marie Quebec, Canada.
 . Volume consistent with shipping schedule below.
 . Pricing is subject to change due to variations in quantity, product
  specification or Unavoidable Causes as defined Section 9.3.


Shipping Schedule

     *** invoiced June 1, 2000 to May 31, 2001
     *** invoiced June 1, 2001 to May 31, 2002
     *** invoiced June 1, 2002 to May 31, 2003


[*** INDICATES THAT MATERIAL HAS BEEN OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST, WHICH THE COMPANY HAS FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]


                        SCHEDULE C-PRODUCTION UNIT PART LIST




TouchTunes and Bose(R) agree to procure parts as defined in Production
Specification Document PS195300 Rev 01. If either party wishes to amend or
modify the agreed-upon specification relating to the Jukebox, such party shall
specify the desired change in writing to the other party. Each party agrees not
to unreasonably withhold its approval of any suggested change. Current versions
of the Production Specification Document will be maintained at Bose and
TouchTunes.


[*** INDICATES THAT MATERIAL HAS BEEN OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST, WHICH THE COMPANY HAS FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]


                    SCHEDULE D-QUALITY SOUND PRODUCT CATEGORIES


TouchTunes will not provide on-screen advertisements for the following product
categories: . Home audio systems, loudspeakers and radios

 . Aviation headsets and/or noise reduction headsets
 . OEM automotive sound systems

 . Installed and/or portable professional sound systems


[*** INDICATES THAT MATERIAL HAS BEEN OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST, WHICH THE COMPANY HAS FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]


                         SCHEDULE E-TOUCHTUNES FINANCING OF
                                PURCHASES FROM BOSE


Payment to Bose for Jukeboxes shall be made in ***. Bose agrees to ship the
Jukeboxes *** except in cases of unavoidable and excusable delays.


[*** INDICATES THAT MATERIAL HAS BEEN OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST, WHICH THE COMPANY HAS FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]


                     SCHEDULE F-JUKEBOX MANUFACTURING LOCATION


Bose(R) Corporation confirms that the Jukeboxes will be manufactured at the Bose
wholly owned subsidiary, Bose Canada Inc., located in Sainte-Marie, Quebec,
Canada. Bose reserves the right to transfer Jukebox manufacturing to another
manufacturing facility, provided however that such change of manufacturing
venue will not result in Buffalo Grove landed cost increases for TouchTunes.
In the event of a change in manufacturing venue, Bose will notify TouchTunes in
writing six months prior to the change.


[*** INDICATES THAT MATERIAL HAS BEEN OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST, WHICH THE COMPANY HAS FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]


                     SCHEDULE G-REPLACEMENT PARTS AVAILABILITY

In accordance with Section 4.2 of the Contract, Bose(R) and TouchTunes_ agree to
the following with respect to replacement part availability.


     . All Bose sound system parts or sub-assemblies defined in the Jukebox
       bill of materials will be available from Bose for a period extending
       five years after the last build of that series Jukebox has been
       produced.

     . It is possible that after the last build of a series of the Jukeboxes
       some Bose parts may become obsolete or unavailable. In the event that
       Bose parts become obsolete or unavailable, Bose will offer equivalent
       parts where possible or notify TouchTunes that they must advance
       purchase a lifetime buy of parts due to become obsolete or unavailable.

     . For non-Bose manufactured parts, Bose will secure commitment from its
       suppliers to provide replacement parts support directly to TouchTunes
       for a period extending five years after the last build of a series of
       the Jukebox has been produced. In the event that the non-Bose
       manufactured parts become obsolete or unavailable, non-Bose suppliers
       will offer equivalent parts where possible or notify TouchTunes that
       they must advance purchase a lifetime buy of parts due to become
       obsolete or unavailable.


[*** INDICATES THAT MATERIAL HAS BEEN OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST, WHICH THE COMPANY HAS FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]

                                AMENDMENT NO. 1


     THIS AMENDMENT No. 1 ("Amendment No. 1") to the OEM Purchase and
Development Agreement, dated as of June 2, 2000, by and between TouchTunes
Digital Jukebox, Inc., a Canadian corporation ("TouchTunes") and Bose
Corporation, a Delaware corporation ("Bose") (the "Agreement"), is entered into
by TouchTunes and Bose as of August 9, 2000.

                                  Background

     A.   Pursuant to the Agreement, TouchTunes and Bose work together to
          develop digital jukeboxes designed to meet the specifications and
          requirements of TouchTunes.  The Agreement further contemplates that
          Bose will manufacture such jukeboxes and supply them to TouchTunes.

     B.   TouchTunes and Bose desire to amend the Agreement to provide that the
          terms and conditions of the Agreement shall be kept confidential.


                                     Terms

     NOW, THEREFORE, in consideration of and subject to each of the covenants,
representations, warranties, terms and conditions hereinafter set forth,
intending to be legally bound, TouchTunes and Bose hereby agree as follows:

     1.  All capitalized terms used but not defined in this Amendment No.1 will
       have the respective meanings ascribed to them in the Agreement.


     2. The Agreement is hereby amended to restate Section 3.5 in its entirety
       to read as follows:


       "Shipment; Title and Risk of Loss.  TouchTunes shall arrange for
       shipment of jukeboxes to the designated warehouse in accordance with the
       shipment schedule specified by TouchTunes.  Delivery of jukeboxes by
       Bose Corporation to TouchTunes shall be Ex Works, Sainte-Marie, Quebec.
       Without regard to freight being prepaid or collect, title and risk of
       loss shall pass to TouchTunes upon departure of truck from the Bose
       manufacturing facility.

       Bose acknowledges that it will provide necessary certificates of origin
       or other necessary documents relating to the Jukeboxes in order for TMC
       to import that Jukeboxes into the United States from Canada."


[*** INDICATES THAT MATERIAL HAS BEEN OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST, WHICH THE COMPANY HAS FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]


     3.  The Agreement is hereby amended to add a second paragraph to Section 7
       of the Agreement to read in its entirety as follows:

       "The parties hereto agree that this Agreement, the terms and conditions
       contained herein ("Confidential Information"), shall be treated as
       confidential, and each party will and will cause its directors,
       officers, attorneys and advisors to use reasonable measures and will
       supervise its personnel so as to prevent the disclosure of such
       Confidential Information.  Notwithstanding the foregoing, nothing in
       this Section 7 shall preclude either party from disclosing Confidential
       Information if such information is requested by any federal or state
       regulatory authority; provided, however, that if a party is required by
       law or regulation to disclose any Confidential Information, such party
       will promptly notify the other party of any request for such disclosure
       so that the other party may seek a protective order or other appropriate
       remedy or waive compliance with the applicable provisions of this
       Agreement.  If such protective order or other remedy is not obtained,
       the disclosing party shall disclose only such Confidential Information
       as is legally required to be disclosed, and shall use its best efforts
       to ensure that confidential treatment is accorded to the Confidential
       Information so disclosed.  No party shall use any Confidential
       Information for any purpose unrelated to the consummation of the
       transactions contemplated by this Agreement.  This Section 7 shall
       survive the termination of this Agreement."

     4. This Amendment No. 1 may be executed in any number of counterparts,
       each of which shall be deemed to be an original as against any party
       whose signature appears thereon, and all of which shall together
       constitute one and the same instrument.


     5. Except as expressly amended by this Amendment No. 1, the Agreement shall
       continue in full force and effect in accordance with its terms and
       conditions.  This Amendment No. 1 is hereby incorporated by reference
       into the Agreement and made a part thereof.

                        [Signatures begin on the next page]


[*** INDICATES THAT MATERIAL HAS BEEN OMITTED PURSUANT TO CONFIDENTIAL
TREATMENT REQUEST, WHICH THE COMPANY HAS FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION]


     IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
No. 1 to be duly executed by an authorized officer as of the date first above
written.


                                    TOUCHTUNES DIGITAL JUKEBOX, INC.


                                   By: /s/Tony Mastronardi
                                 Name: Tony Mastronardi
                                Title:  CEO, President


                                       BOSE CORPORATION


                                   By:  /s/Sherwin Greenblatt
                                 Name: Sherwin Greenblatt
                                Title: President