EXHIBIT 10.35




LOAN
AGREEMENT


THIS LOAN AGREEMENT (the
“Agreement”) is made and entered into this 31st day of
January, 2011 (the “Effective Date”), by and between Enerfund, LLC,a Florida
limited liability company (“Enerfund”), and Music1, LLC, a Florida limited
liability company (“Music1”).





WHEREAS, Enerfund wishes to
make a loan to Music1, pursuant to the terms and conditions contained in this
Agreement, and Music1 wishes to borrow funds from Enerfund pursuant to the terms
and conditions contained in this Agreement.





NOW, THEREFORE, in
consideration of the following premises and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereby agree as follows:





1.           Loan.
Enerfund agrees to make a loan in the amount of One hundred twenty-eight
thousand eight hundred eighty-nine and 80/100 U.S. Dollars ($128,889.80) (the
“Loan Amount”) to Music1 in accordance with the provisions hereof.




2.           Funding
of Loan.  On or before the Effective Date, Enerfund will
disburse the Loan Amount by one or more wire transfers of immediately available
funds to Music1.  The date upon which each such wire transfer is
completed will be a “Funding Date.”




(a)              Music1 funding
instructions: bank transfer using Bank of America Direct banking
system.




3.           Interest.  From
the Funding Date the Loan Amount shall accrue interest at the rate of 5% per
annum and shall be repaid on the Maturity Date (as defined
below).  Accrued interest will be paid on December 31 of each year
during the Term of the loan.




4.           Loan
Repayment.  Music1 shall
repay the Loan Amount, and any interest accrued and unpaid thereon on the third
anniversary of the Funding Date (the “Maturity Date”).  Music1 shall
be entitled to prepay the Loan Amount fully or partially at any time without
penalty or charge; provided that any such prepayment amount shall be applied
first to the payment of any interest accrued on the Loan Amount and outstanding
by the date of such prepayment and second to the repayment of the Loan
Amount.




5.           Collateral.  None




6.           Events of
Default.  The occurrence of any of the following shall
constitute an “Event of Default” under this Loan Agreement:




(a)           Voluntary Bankruptcy or
Insolvency Proceedings.  Music1 shall: (i) apply for or consent
to the appointment of a receiver, trustee, liquidator, or custodian of itself or
of all or a substantial part of its property, (ii) admit in writing its
inability, to pay its debts generally as they mature, (iii) make a general
assignment for the benefit of any of its creditors, (iv) be dissolved or
liquidated in full or in part, (v) commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to itself or
its debts under any bankruptcy, insolvency, or other similar law now or
hereafter in effect or consent to any such relief or to the appointment of or
taking possession of its property by any official in an involuntary case or
other proceeding commenced against it, or (vi) take any action for the purpose
of effecting any of the foregoing; or




1




(b)           Involuntary Bankruptcy or
Insolvency Proceedings.  Music1 seeks the appointment of a
receiver, trustee, liquidator, or custodian of Music1 or of all or a substantial
part of the property thereof, or an involuntary case or other proceedings
seeking liquidation, reorganization, or other relief with respect to Music1 or
the debts thereof under any bankruptcy, insolvency, or other similar law or
hereafter in effect shall be commenced and an order for relief entered or such
proceeding shall not be dismissed or discharged within sixty (60) days of
commencement; or




(c)           Failure to Pay Loan Amount
or Interest when Due.  Music1 fails to pay the Loan Amount
and/or accrued interest when due and payable and such failure continues for
sixty (60) business days from the date of receipt of written notice of such
failure.




If
payment is not received in sixty (60) calendar days following demand by Enerfund
then an Event of Default shall be deemed to have occurred and Enerfund may
accelerate repayment of the Loan Amount and may take any actions to obtain
repayment of principal, interest and costs associated with any collection
effort.




7.       Governing
Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida applicable to contracts made and to be
performed entirely within such state.




8.           Arbitration.





(a)              The
Parties hereby submit to the exclusive jurisdiction of the American Arbitration
Association (AAA). Any and all disputes and controversies arising under,
relating to or in connection with this Agreement shall be settled exclusively by
arbitration by a panel of one (1) arbitrator under the Commercial Rules of the
AAA and the appointing authority shall be the AAA. The English language shall be
used as the written and spoken language for the arbitration and all matters
connected with all references to arbitration.




(b)              Each
Party hereby irrevocably waives any right it may have to object to an action
being brought in the AAA, to claim that the claim has been brought in an
inconvenient forum or to claim that the AAA does not have exclusive
jurisdiction, provided that proceedings may be brought in another jurisdiction
in order to enforce a judgment of the courts of the AAA.




2




9.           Notices.  All notices, requests, demands, and
other communications required or permitted hereunder shall be in writing
and shall be deemed to have been duly givenwhen delivered personally or
by verifiable facsimile transmission, unless such delivery is made on a day that
is not a business day, in which case such delivery will be deemed to be made on
the next succeeding business day and (ii) on the next business day after timely
delivery to a reputable overnight courier, to the parties at the following
addresses:




(a)If toEnerfund, to:





Enerfund, LLC


1450 S. Miami Ave


Miami, FL  33130







Attn.:  Mike
Zoi


Fax:    888-567-0701





or to such other Person or address as
Enerfund shall furnish by notice to the other parties in
writing.





(b)     If toMusic1, to:





Music1,
LLC


Attention: Dmitry
Kozko


1450 S.
Miami Ave


Miami, FL
33130


Email: dkozko@gmail.com





10.           Attorneys
Fees.  In the event of a dispute between the parties, the
prevailing party shall be entitled to all reasonable attorneys’ fees and costs
incurred in connection with any trial, arbitration, or other proceeding as well
as all other relief granted in any suit or other proceeding.




11.           U.S.
Dollar Denominated. Except where specifically provided otherwise, all
transactions herein shall be in U.S. Dollars.




12.           Entire
Understanding. This Agreement contains the entire understanding between
the parties hereto and supersedes any and all prior agreements, understandings,
and arrangements relating to the subject matter hereof. No amendment,
modification or other change to, or waiver of any provision of, this Agreement
may be made unless such amendment, modification or change is set forth in
writing and is signed by each of the parties hereto.




13.           Counterparts.
This Agreement may be executed in several counterparts, each of which shall be
deemed an original and all of which together shall constitute the same
agreement. This Agreement, once executed by a party, may be delivered to the
other party hereto by facsimile transmission.




14.           Assignment.Upon the transfer of the
debt pursuant to this Agreement or any portion thereof, the rights of Enerfund
hereunder with respect to the debt or portion thereof so transferred shall be
assigned automatically to the transferee thereof, and such transferee shall
thereupon be deemed to be a party to this Agreement as though an original
signatory hereto, as long as: (i) Music1 is, within a reasonable period of time
following such transfer, furnished with written notice of the name and address
of such transferee, and (ii) the transferee agrees in writing with Music1 to be
bound by all of the provisions hereof.




3




15.           Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.




16.           Third
Party Beneficiaries.  This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.




IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the day and year first above
written.





Music1,
    LLC
              
              
              Enerfund, LLCBy:
      /s/ Dmitry
      Kozko
              
              
              By:
      /s/ Mike
      ZoiName:  Dmitry
      Kozko
              
              
              Name:
      Mike ZoiTitle:    Member
              
              
              Title:Managing
      Member




4