MEMORANDUM
      OF AGREEMENT BETWEEN AND AMONG

    MADACY
      ENTERTAINMENT LP (a Quebec limited partnership),

    EZ-TRACKS,
      LP (a Quebec limited partnership) and

    TRAFFIX,
      INC. (a Delaware corporation)

    Dated
      March 13,
      2007

    


    WHEREAS
      EZ-Tracks, LP (“EZ LP”) is a licensee of recorded music (“Masters”) pursuant to
      the terms of a Marketing and Services Agreement dated January 22, 2005 (“M&S
      Agreement”) by and between EZ LP, Madacy Entertainment LP, a limited partnership
      organized under the laws of the Province of Québec (“Madacy”) as successor of
      Madacy Entertainment Group, Limited (“Madacy”) and Traffix Music, Inc., a copy
      of which is annexed hereto;

    


    WHEREAS
      the
      M&S Agreement grants unto EZ a non-exclusive (subject to certain
      restrictions) license to use the Masters (as defined in the M&S Agreement)
      for certain internet-based direct marketing entertainment purposes;


    


    WHEREAS
      Madacy
      has licensed the San Juan Songs (as defined in the M&S Agreement) from SJMG
      (as defined in the M&S Agreement) and the License includes a sublicense of
      the San Juan Songs.

    


    WHEREAS
      The
      M&S Agreement provides that Madacy shall not enter, directly or indirectly
      whether through an Affiliate or otherwise, into another relationship or business
      enterprise which is identical or materially similar to , and directly
      competitive with, the relationship set out therein and the Business (as such
      term is defined in the M&S Agreement); for greater certainty, the M&S
      Agreement provides that Madacy will not make its Masters available to any third
      party in any transaction or relationship for zero or nominal cash consideration
      (the foregoing restrictions described in this Whereas Clause are referred to
      as
      the “Madacy Non-Competitive Relationship Restrictions”). 

    


    WHEREAS
      the
      M&S Agreement was modified to extend the License to include certain
      non-exclusive reciprocal mobile rights and service obligations pursuant to
      a
      document entitled “Marketing Agreement Modifications” (the “Modification”) dated
      October 6, 2006, a copy of which is annexed hereto.;

     

    WHEREAS
      pursuant
      to the terms of the M&S Agreement, the License is subject to automatic
      renewals until December 31, 2013 (subject to certain financial conditions)
      and
      is subject to a further automatic five (5) year extension at any time up to
      an
      including December 31, 2013 in the event of a sales transaction involving EZ
      or
      Traffix, Inc. (“Traffix”);

    


    WHEREAS
      Madacy
      and CIK Investments Inc. (formerly Madacy sp Inc.) (“CIK Investments”) are
      parties to a Content Support Agreement (the “Support Agreement”) dated January
      12, 2005 pursuant to which CIK Investments is obligated to pay to Madacy ten
      percent (10%) of all distributions of profits received by CIK Investments from
      its 49.5% partnership interest in EZ LP (the “CIK Interest”) and ten percent
      (10%) of all proceeds of any sale of the CIK Interest;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    WHEREAS
      concurrently with the execution and delivery of this Agreement Traffix has
      purchased from CIK Holdings Inc. (“CIK”), the successor to CIK Investments, the
      CIK Interest (the “CIK Transaction”) pursuant to an agreement between CIK and
      Traffix (the “CIK Interest Purchase Agreement”) and wishes the term of the
      License to be modified to provide for a single term of ten (10) years from
      January 1, 2007 to December 31, 2016 (rather than the successive renewals set
      out above), subject to certain renewal rights as set forth herein;

    


    WHEREAS
      Madacy
      shall be entitled to receive ten percent (10%) of the proceeds received by
      CIK
      from the CIK Transaction and considers such amount to be equal to the present
      value of the amount which it would otherwise be entitled to receive on an annual
      basis upon the automatic renewal of the License pursuant to the terms of the
      M&S Agreement should such agreement continue to be automatically renewed for
      its renewal terms;

    


    WHEREAS
      Madacy
      is
      desirous of modifying the terms of the License and the M&S Agreement in
      consideration of CIK’s agreement to pay Madacy or insure that Madacy is paid ten
      percent (10%) of the proceeds of the CIK Transaction and a continuation, for
      the
      same ten (10) year term (subject to the renewals provided for herein), of the
      obligations of Traffix which permit Madacy to use certain services, websites
      and
      software of Traffix in providing premiums and brick-and-mortar download and
      mobile services to its customers; the whole as more fully set out in the M&S
      Agreement and the Modification (the M&S Agreement as modified by the
      Modification is referred to as the M&S Agreement”);

    


    WHEREAS
      Madacy
      has obtained a modification of its internet license of the San Juan Songs from
      SJMC so as to permit it to include such songs in the License for a concurrent
      term of ten (10) years with five (5) one-year renewal options;

    


    WHEREAS
      Madacy
      acknowledges that by virtue of the CIK Transaction, the License shall be a
      direct license to Traffix in addition to EZ LP.

    


    NOW,
      THEREFORE, IT IS AGREED AS FOLLOWS: 

     

    
      	
              1.

            	
              Preamble:
                The preamble shall be deemed to form part of this
                Agreement.

            


    

    


    
      	
              2.

            	
              Term:
                Article 5 of the M&S Agreement, other than Sections 5.02 and 5.04 (a)
                which shall remain in full force and effect, is hereby deleted and
                the
                term of the M&S Agreement is hereby agreed to be a single fixed
                10-year term commencing on January 1, 2007 and terminating on December
                31,
                2016 (“the “Fixed 10-Year Term”), subject to the renewal options set forth
                in Section 3 below. The M&S Agreement is hereby amended to provide a
                direct grant of the License to Traffix in addition to EZ LP, and
                to
                further provide that Traffix may use the License through any of its
                subsidiaries subject to all of the other terms and conditions of
                the
                M&S Agreement as amended hereby and Traffix agrees to be responsible
                for each subsidiary’s performance in accordance with the terms and
                conditions of the M&S Agreement. Traffix shall have no obligation to
                exploit the License through EZ LP.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              3.

            	
              Renewal
                Options:
                At the end of the ten (10) year term, Traffix will be entitled, at
                its
                option, but subject to Section 6 hereof, to extend the License and
                the
                M&S Agreement for five (5) additional one-year terms in consideration
                of an annual royalty of $500,000 per year (payable in 2 installments
                on
                January 1st
                and July 1st
                of
                each year). If Traffix wishes to extend the License without the benefit
                of
                the Madacy Non-Competitive Relationship Restrictions, the annual
                royalty
                will be $350,000 per year (in lieu of $500,000 per year). Notwithstanding
                the foregoing, in the event that there shall be, at any time, a Traffix
                Bankruptcy Event, the foregoing extension options shall be
                cancelled.

            


    

    


    
      	
              4.

            	
              Definitions:
                For the purposes of this Agreement, the following definitions shall
                apply
                (in addition to those definitions set out in the M&S Agreement and the
                Modification):

            


    

    
      	 	 	 


      	 	
              a.

            	
              “Prohibited
                Business Activities”
                shall mean those uses of the Masters which are expressly prohibited
                under
                the M&S Agreement. Notwithstanding and without limiting the generality
                of the foregoing, the License shall not apply to, and the Masters
                shall
                not be used for, any of the following
                activities:

            


    

    
      	 	
              i.

            	
              sublicensing
                to a third party or the downloading by an end-user of any of the
                Masters
                from any website not owned by Traffix;
                and

            


    

    
      	 	
              ii.

            	
              any
                use which is directly competitive with the brick-and-mortar business
                of
                Madacy including, but not limited to, the use in, or associated with,
                any
                product which is sold in brick-and-mortar retail stores (e.g. a prepaid
                download or ringtone card).

            


      	 	 	 


    

    For
      greater certainty, the marketing of a premium program on the website of a third
      party which links to a Traffix website for the redemption/downloading of a
      Master shall not be considered to be an activity prohibited by clause (i) above
      provided the Master remains on the servers of Traffix.

    
      	 	 	 


      	 	
              b.

            	
              “EZ-Tracks
                Business”
                means the internet-based direct marketing business now or hereafter
                carried on by EZ LP and Traffix under the trade name “EZ-Tracks” (or such
                other trade names as Traffix may use from time to time) and comprising
                the
                Permitted Business Activities.

            


    

    
      	 	
              c.

            	
              “Grey
                Business Activities”
                are all activities using the Masters permitted under the terms of
                the
                License which are not Permitted Business Activities or Prohibited
                Business
                Activities.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
              d.

            	
              “License”
                means the license of Madacy Songs and Masters from Madacy during
                the Term
                hereof pursuant to the terms of the M&S Agreement, as amended by the
                present Agreement.

            


    

    
      	 	
              e.

            	
              “Prohibited
                Transferee”
                means Apple Corp., ITunes, any corporation controlled or affiliated
                with
                Apple Corp. or ITunes or any successor
                thereto;

            


    

    
      	 	
              f.

            	
              “Restricted
                Transferee”
                means Napster, Liquid Audio/Wal-Mart.com, Best Buy, AOL,
                RealNetworks/Rhapsody, Musicnet and includes any successor to any
                Restricted Transferee pursuant to a purchase of their business or
                change
                of business name or otherwise.

            


    

    
      	 	
              g.

            	
              “Traffix
                Bankruptcy Event”
                means, Traffix shall (i) apply for, shall consent to, or shall acquiesce
                in the appointment of a custodian, trustee or receiver for itself
                or for a
                substantial part of its property; or, in the absence of such application,
                consent or acquiescence, a custodian, trustee or receiver shall be
                appointed for Traffix or for a substantial part of Traffix’s property, or
                (ii) make an assignment for the benefit of creditors; or (iii) be
                the
                subject of any bankruptcy, reorganization, debt arrangement or other
                proceedings under any bankruptcy or insolvency
                law.

            


    

    
      	 	
              h.

            	
              “Permitted
                Business Activities”
                shall mean the internet-based direct marketing activities of Traffix,
                using the Masters, now or hereafter carried on by EZ LP or Traffix
                at any
                time during the term of the
                License.

            


    

    


    
      	
              5.

            	
              Restriction
                on use of the Masters:
                For greater certainty and notwithstanding any other provision of
                the
                M&S Agreement and the present Agreement, the License shall not, at
                any
                time, permit the licensee to carry on, directly or indirectly, in
                any
                manner whatever, a Prohibited Business
                Activity.

            


    

    


    
      	
              6.

            	
              Assignability:
                The parties hereto acknowledge and agree that the License of Masters
                is
                for the exclusive benefit of Traffix and is not assignable to third
                parties except in connection with a Traffix Sale Event (as such term
                is
                defined in the CIK Interest Purchase Agreement). Notwithstanding
                the
                foregoing, Madacy hereby agrees that the License shall be assignable
                by
                Traffix to a third party, other than a Prohibited Transferee, in
                the
                context of an EZ-Tracks Sale (as such term is defined in the CIK
                Interest
                Purchase Agreement) subject to the following terms and
                conditions:

            


    

    
      	 	 	 


      	 	
              a.

            	
              In
                the event that the EZ-Tracks Sale occurs prior to January 1, 2014,
                the
                five (5) one-year renewal options set out in Section 3 above shall
                be
                cancelled;

            


    

    
      	 	
              b.

            	
              In
                the event that the EZ-Tracks Sale occurs after December 31, 2013
                and
                before January 1, 2019, the five (5) one-year renewal options set
                out in
                Section 8 below shall be reduced to permit such renewals as are required
                to permit the transferee to have the benefit of the License for a
                term of
                three (3) years commencing on the date of the assignment and terminating
                on the third anniversary of such
                date;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              c.

            	
              In
                the event of any EZ-Tracks Sale to a Restricted Transferee, the assignee
                of the License shall be entitled to use the Masters for the exclusive
                purpose of carrying on any Permitted Business Activity carried on
                by
                Traffix on or prior to the date of the assignment. For greater certainty,
                a Restricted Transferee shall not be entitled to use the Masters
                for any
                Grey Business Activity. 

            


    

    
      	 	
              d.

            	
              In
                the event of any EZ-Tracks Sale to a third party (other than a Prohibited
                Transferee or Restricted Transferee), should such third party use
                the
                Masters for any Grey Business Activity, the transferee shall pay
                a royalty
                to Madacy for such use as follows:

            


    

    
      	 	
              i.

            	
              From
                the date of the assignment of the License to the third anniversary
                of such
                assignment, such use of the Masters shall be royalty free;
                and

            


    

    
      	 	
              ii.

            	
              From
                the third anniversary to the end of the term, the assignee shall
                pay a
                royalty to Madacy equal to ten percent (10%) of its net sales (gross
                sales
                less bad debts) resulting from all Grey Business Activity uses of
                the
                Masters.

            


      	 	 	 


    

    For
      greater certainty, all Permitted Business Activity uses of the Masters shall
      continue to be royalty free for the remaining term of the License.

    
      	 	 	 


      	 	
              e.

            	
              Notwithstanding
                any other provision of this Agreement, if at the time of any assignment
                of
                the License by Traffix to a third party, such third party is licensing
                the
                Masters from Madacy, the License shall be deemed to expressly prohibit
                the
                use of the Masters in the business for which the third party has
                licensed
                such Masters from Madacy (e.g. Traffix shall not be entitled, by
                way of
                assignment or otherwise, to supersede or interfere with any existing
                licensing relationship between Madacy and a third party
                licensee).

            


    

    
      	 	
              f.

            	
              In
                the event that Traffix shall, at any time, be the subject of any
                Traffix
                Bankruptcy Event, Traffix shall have no further rights of assignment
                of
                the License or of the benefits of the M&S Agreement and the five (5)
                one-year renewal options set out in Section 3 above shall be
                cancelled.

            


    

    
      	 	
              g.

            	
              In
                the event that Madacy shall be, at any time, the subject of a merger,
                acquisition or other corporate restructuring, the terms of the present
                Agreement shall continue to apply mutatis
                mutandis
                and bind any successor or assign of Madacy and the transfer of the
                rights
                and obligations of Madacy hereunder pursuant to such event shall
                not be
                considered to be a breach of the present
                Agreement.

            


    

    


    
      	
              7.

            	
              San
                Juan Music:
                Section 1.01(i) of the M&S Agreement incorporates into the License a
                sublicense from Madacy of the rights which Madacy has obtained to
                use the
                SJ Masters; the whole in consideration of a reimbursement by EZ LP
                of the
                internet license fee payable by Madacy to SJMG. The license and sublicense
                includes the exclusive right of use by Madacy of a limited number
                of the
                SJ Masters for the purpose of sublicensing to internet retailers.
                Concurrently with the present Agreement, CIK and Madacy have obtained
                a
                modification of the terms of the license of SJ Masters to provide
                for a
                modification of the term of such license to mirror the Fixed 10-Year
                Term.
                In addition, such modification provides that for the duration of
                the
                initial 10-year term of the sublicense, no further royalties are
                payable
                to SJMG and that during each of the five (5) renewal option years,
                a
                royalty equal to ten percent (10%) of the royalty payable to Madacy
                shall
                be payable for a continuation of the sublicense. Accordingly, the
                parties
                hereto agree that Section 1.01(i) of the M&S Agreement is hereby
                amended to provide:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              a.

            	
              that
                the license and sublicense of the SJ Masters shall be free of royalty
                for
                the Fixed 10-Year Term;

            


    

    
      	 	
              b.

            	
              The
                license and sublicense of the SJ Masters shall include all new recordings
                which SJMC acquires or records. 

            


    

    
      	 	
              c.

            	
              that,
                in the event that Traffix elects to exercise any of its renewal options,
                as set forth below, Traffix shall pay to Madacy, in addition to the
                annual
                royalty set forth in Section 8 below (i.e. $500,000 or $350,000,
                as the
                case may be), an additional royalty for SJMC equal to five percent
                (5%) of
                the Madacy royalty (i.e. $25,000 or $17,500, as the case may be,
                and
                Madacy shall be responsible for the payment of the balance of any
                royalty
                payable to SJMC). 

            


    

    
      	 	
              d.

            	
              Traffix
                hereby agrees that it shall prepare, for information purposes only,
                a
                quarterly report to Madacy of all downloads, uses or other disseminations
                of the Masters, with a separate report regarding uses of the SJ
                Masters.

            


    

    


    
      	
              8.

            	
              Mobile
                Rights:
                The extension of the License to include ringtones, ringbacks and
                other
                telephone uses is set out in the Modification (hereafter such extension
                is
                referred to as the “Ringtone License Extension”). The terms of the
                Modification are incorporated herein subject to the following
                changes:

            


    

    
      	 	 	 


      	 	
              a.

            	
              All
                references to “EZ” are hereby replaced with
                “Traffix”.

            


    

    
      	 	
              b.

            	
              The
                last sentence of Section 1 and all of Section 5 of the Modification
                is
                hereby deleted;

            


    

    
      	 	
              c.

            	
              Section
                3 of the Modification is hereby deleted and replaced with the
                following:

            


      	 	 	 


    

    “Traffix
      will pay Madacy a royalty equal to the greater of (i) 10% of the sales proceeds
      on any mobile use of the License (where the ringtone or group of ringtones,
      etc.
      are the subject of a sale, as opposed to where the ringtone is obtained pursuant
      to a subscription or premium) and (ii) $0.10 for each ringtone which is
      downloaded, delivered or otherwise conveyed by Traffix (by direct sale, premium,
      subscription or otherwise). In addition, Traffix will be responsible for all
      third-party music publishing costs/performance rights relating to the
      distribution of the song. The term “sales proceeds” does not refer to the sales
      proceeds paid on a Traffix Sale Event or EZ-Tracks Sale.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              9.

            	
              General
                Provisions:

            


    

    
      	 	 	 


      	 	
              a.

            	
              Traffix
                shall continue to be responsible for all third party royalty and
                publishing payments owing with respect to the use of the music such
                as
                artist royalties, mechanical royalties, copyright payments for streaming,
                digital downloading, mobile, synchronization, performance or otherwise.
                Provided that Madacy arranges for Traffix to be entitled to be responsible
                for royalty reporting and payment Section 1.01(h) of the M&S Agreement
                is hereby modified to provide that Traffix shall be directly responsible
                for all royalty reporting and payment with respect thereto. Madacy
                agrees
                to assist Traffix in the engaging of a Royaltyshare for the purpose
                of
                administering such payment obligations. Traffix agrees to hold Madacy
                harmless from any claims for unpaid royalties resulting from Traffix’s use
                of the Masters on or after January 1, 2007. In accordance with the
                foregoing, the last sentence of the first paragraph and the entire
                second
                paragraph of Section 1.01(h) and the entirety of Section 1.01(d)
                of the
                M&S Agreement are hereby deleted and Section 1.01(c) of the M&S
                Agreement is hereby deleted and replaced with the
                following:

            


    

    


    “The
      License shall be subject to Traffix having obtained the appropriate music
      publishing licenses (“Mechanicals”) to permit the use of the Masters for
      downloading, streaming, mobile use and such other uses as Traffix makes of
      the
      Masters under the License.”

    


    Notwithstanding
      the generality of the foregoing, the parties hereto acknowledge that the
      requesting, negotiating and obtaining of Mechanicals is a cumbersome and time
      consuming task. Moreover, the parties hereto acknowledge that obtaining
      publishing rights for mobile applications requires significant time and effort
      as the granting of such rights are at the complete discretion of the music
      publisher. As a consequence of the foregoing, Madacy hereby agrees that it
      shall
      assist Traffix in the music publishing process by either (i) obtaining the
      licenses directly from the music publishers and administering the royalty
      reporting process, (ii) obtaining the licenses on behalf of Traffix or (iii)
      any
      combination thereof (the “Music Publishing Services”). For the purposes hereof,
      the following shall apply:

    
      	 	 	 


      	 	
              i.

            	
              If
                Madacy is administering the music publishing for the account of Traffix,
                Traffix shall provide Madacy with details of all publishing owing
                within
                ten (10) days of each month-end and remit all such amounts owing
                forthwith
                to Madacy (the failure to so comply shall constitute a material breach
                of
                the M&S Agreement);

            


    

    
      	 	
              ii.

            	
              Madacy
                shall be entitled to reimbursement of all direct costs incurred
                administering the music publishing for the account of Traffix including,
                but not limited to, Traffix’s pro rata share of the cost of any employees
                of Madacy providing such licensing and administration services (it
                being
                acknowledged that Madacy shall hire an employee for the exclusive
                purpose
                of undertaking mobile licensing for Traffix), fees from Royaltyshare
                or
                any replacement third party royalty administration company and such
                other
                direct costs as Madacy reasonably incurs in providing such service
                (such
                costs to be comparable to the direct costs Madacy incurs on its own
                behalf
                in the music publishing licensing and reporting
                functions);

            


    

    
      	 	
              iii.

            	
              If,
                after December 31, 2009, the parties determine, acting reasonably,
                that
                the licensing process is sufficiently routine so as to permit Traffix
                to
                assume its direct responsibilities for the continuing obtaining,
                administration and compliance with publishing licenses, Traffix will
                assume such responsibilities.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              b.

            	
              Traffix
                shall be entitled to use the Masters in the exploitation of its websites
                but shall not, under any circumstances, be entitled to sub-license
                the
                Masters to any third party (other than Madacy and affiliates of Madacy).
                For greater certainty, all uses by Traffix of the Masters shall be
                through
                digital download dissemination from the websites of Traffix and shall
                not
                be through a dissemination or download of the Masters on the websites
                of
                any other party.

            


    

    
      	 	
              c.

            	
              For
                greater certainty, Traffix shall not use the Masters for any purpose
                which
                is competitive with the brick and mortar business or internet bulk
                licensing for a fee (i.e. ITunes) business conducted by Madacy although
                Traffix shall be entitled to allow downloading by an end-user (i.e.,
                consumer) of Songs from its websites for a fee as provided in the
                M&S
                Agreement .

            


    

    
      	 	
              d.

            	
              All
                references in the M&S Agreement to “Partnership” or “the “Partnership”
                are hereby replaced with “Traffix”.

            


    

    
      	 	
              e.

            	
              The
                parties hereto acknowledge that the territory of the License is the
                World
                subject to any restrictions on use which may be applicable to any
                of the
                Masters (including the San Juan masters) (e.g. the licensors of the
                Masters cannot give Traffix any greater rights to the Masters than
                they
                have). Traffix hereby acknowledges that Madacy and SJMG may not have
                complete or unrestricted rights of exploitation of every master recording
                and, in particular, may have significant restrictions on use of certain
                parts of their respective master recording catalogues outside North
                America. Madacy hereby agrees to notify Traffix, in writing, of any
                territorial restrictions (present and future) on use of the
                Masters.

            


    

    
      	 	
              f.

            	
              Section
                1.02 of the M&S Agreement is hereby modified by deleting the last 2
                sentences of the first paragraph and replacing them with the
                following:

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      parties hereto acknowledge and agree that Madacy shall incur, from time-to-time,
      certain direct out-of-pocket expenses directly relating to the assisting of
      Traffix in the exploitation of its business and hereby agrees to reimburse
      Madacy for such costs upon request. For greater certainty, at the time of
      entering into of the present Memorandum of Agreement, Traffix is presently
      reimbursing Madacy for approximately $25,000 per annum in salaries for personnel
      dedicated to the exploitation of Traffix’s websites and Madacy shall continue to
      provide such services to Traffix in consideration of the reimbursement of
      Madacy’s direct out-of-pocket costs.

    


    
      	 	
              g.

            	
              Section
                1.04 of the M&S Agreement is hereby
                deleted.

            


    

    
      	 	
              h.

            	
              The
                first paragraph of Section 1.05 of the M&S Agreement is hereby deleted
                and replaced with the following:

            


    

    


    “During
      the Term and subject to the terms and conditions of this Agreement,
Madacy
      shall not enter,
      directly or indirectly, into
      another relationship or business enterprise
      which
      is
      materially similar to and directly competitive with
      the
      relationship set out herein and/or
      the Business.
      For
      greater certainty, Madacy hereby agrees that it shall not make its Masters
      available in bulk in any transaction or relationship for zero or nominal cash
      consideration.”

    


    For
      greater certainty, notwithstanding the non-exclusive nature of the License,
      Madacy has agreed, and continues to agree, that it shall not make its Masters
      available in bulk
      in
      any transaction or relationship for zero or nominal cash consideration. For
      further clarity, nothing contained in the present Agreement or otherwise (other
      than the Madacy Non-Competitive Relationship Restrictions) restricts or shall
      restrict, in any way:

    
      	 	 	 


      	 	
              (i)

            	
              Madacy’s
                exploitation of its own Masters in its present and future
                brick-and-mortar, digital, mobile and licensing businesses;
                and

            


    

    
      	 	
              (ii)

            	
              Madacy’s
                ability to license or sub-license its Masters to third parties for
                a fee
                or other form of consideration.

            


    

    
      	 	
              i.

            	
              The
                third paragraph of Section 1.05 of the M&S Agreement is hereby amended
                to be only applicable to Madacy by replacing “neither Contractor may” with
                “Madacy shall not”. 

            


    

    
      	 	
              j.

            	
              The
                final paragraph of Section 1.05 of the M&S Agreement (Madacy as
                exclusive supplier of content to the Partnership) is hereby
                deleted.

            


    

    
      	 	
              k.

            	
              Section
                1.06 of the M&S Agreement is hereby deleted and replaced with the
                following:

            


    

    


    “Madacy
      may use the Program as a premium or give-away (“Premium”) to generate sales for
      its own (non-3rd
      party) brick-and-mortar products/services and any revenue generated from the
      sales of Madacy’s products/services shall belong solely to
      Madacy.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              l.

            	
              Section
                2 of
                the Modification is hereby deleted and replaced with the
                following:

            


    

    


    
      	 	
              a.

            	
              “Traffix
                and EZ LP heretofore developed and maintained a dedicated fulfillment
                website (“Fulfillment Website”) that provides music downloads and ringtone
                products to fulfill premiums or prepaid products offered by Madacy
                in
                connection with its promotion of sales in support of Madacy’s
                brick-and-mortar business (“Premium/Prepaid Products”). Traffix shall
                continue to provide Madacy and its subsidiaries with access to such
                Fulfillment Website for Madacy’s or its subsidiaries’ offering of
                Premium/Prepaid Products, and if requested by Madacy or its subsidiaries
                to develop modifications to such Fulfillment Website or additional
                Fulfillment Websites for the offering of Premium/Prepaid Products
                (such
                modifications and additions collectively referred to as “Fulfillment
                Website Additions and Modifications”), Traffix will use its reasonable
                commercial efforts to develop such additional or modified Fulfillment
                Websites, consistent with Traffix’s past practices in relation to the
                frequency and complexity of Madacy’s requests to EZ LP and Traffix for
                site development work and modifications and the resources that Traffix
                was
                required to devote or obtain in order to provide such site development
                work and maintain such Fulfillment Websites, and Madacy or its
                subsidiaries, as the case may be, shall be responsible to reimburse
                Traffix for direct labor and any other direct costs incurred in providing
                the development and maintenance of such Fulfillment Websites. For
                greater
                certainty, Madacy shall be responsible for the foregoing direct costs
                related to the development and maintenance of Fulfillment Websites
                but
                shall not be charged any service charges or fees relating to the
                use of
                the developed sites.

            


      	 	 	 


      	 	 	In the event of any dispute or issue between
              Traffix
              or Madacy with regard to this Section 2(a) or the Service Fee payable
              for
              Fulfillment Websites, the sole remedy of Traffix or Madacy, as the
              case
              may be, for a default (subject to the notice and cure provisions provided
              for in Section 5.02 of the M&S Agreement) in performance of their
              respective obligations with respect to the Fulfillment Websites or
              the
              Fulfillment Website Additions and Modifications shall be to seek recovery
              of actual damages resulting from such default and in no event shall
              Madacy
              be entitled to terminate the M&S Agreement or the License under the
              M&S Agreement as amended by this Agreement as a result of any such
              default by Traffix, provided, however, that if Traffix fails to provide
              Madacy with substantially the same access that Madacy enjoys as of
              this
              date to the existing Fulfillment Websites and the features of the existing
              Fulfillment Websites (other than for reasons beyond Traffix’s control such
              as but not limited to interference from third parties with the operations
              of the internet or interruptions in the operation of the Fulfillment
              Websites by viruses or equipment failures), then Madacy shall be entitled
              to terminate the Ringtone License Extension granted under the Modification
              as amended by this Agreement subject to the notice and cure provisions
              of
              Section 5.02 of the M&S Agreement. In addition to the foregoing, in
              the event that Traffix ceases, at any time, to provide Madacy with
              substantially the same access that Madacy enjoys as of this date to
              the
              existing Fulfillment Websites and the features of the existing Fulfillment
              Websites, Traffix shall, in partial mitigation of its damages to Madacy
              hereunder, assist Madacy in finding a replacement company to provide
              such
              services.


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              b.

            	
              Traffix
                also understands that Madacy wishes to develop e-commerce sites that
                would
                permit the purchase of music downloads and ringtones in support of
                Madacy’s brick-and-mortar business with retailers (any such site referred
                to as an “E-Commerce Website”). Madacy hereby acknowledges that the
                creation of a E-Commerce Website is a complex undertaking, that would
                require, among other things, the establishment by Madacy of its own
                merchant accounts and short codes and that Traffix does not have
                experience in the development of e-commerce websites. Traffix agrees
                to
                review requests submitted to it by Madacy for the development of
                E-Commerce Websites and Traffix shall promptly respond to Madacy
                and
                advise Madacy whether Traffix is able to assist Madacy in the development
                of an E-Commerce Website and if Traffix agrees that it can undertake
                such
                a project Traffix will use reasonable commercial efforts consistent
                with
                Traffix’s past practices in relation to the frequency and complexity of
                Madacy’s requests to EZ LP and Traffix for site development work and site
                modifications and the resources that Traffix was required to devote
                or
                obtain in order to provide such site development work and maintain
                the
                Fulfillment Websites. If Traffix is able to develop E-Commerce Websites
                in
                accordance with Madacy’s requests, Madacy and its subsidiaries shall have
                access to such E-Commerce Websites in consideration of payment to
                Traffix
                of the Service Fee (as defined below). Notwithstanding the foregoing,
                Traffix shall not, under any circumstances, be responsible for any
                music
                publishing costs related to such activities involving the Fulfillment
                Websites and the E-Commerce
                Websites.

            


      	 	 	 


      	 	 	“In no event shall a default by Traffix or Madacy
              under the M&S Agreement as amended by this Agreement be deemed to have
              occurred with respect to any dispute or issue that arises with respect
              to
              the provisions of this Section 2(b) or the Service Fee payable for
              E-Commerce Websites, including, but not limited to, Traffix advising
              Madacy that it is unable to develop an E-Commerce Website in response
              to a
              Madacy request for such development, or any default or alleged default
              by
              Traffix in the development or maintenance of any E-Commerce Website,
              or
              any dispute regarding payments due from Madacy to Traffix in connection
              with the development of E-Commerce Websites. If Traffix agrees to develop
              an E-Commerce Website for Madacy, and a dispute arises between Traffix
              and
              Madacy with respect to such E-Commerce Website, then the sole remedy
              for a
              default by either with respect to performance of any of their respective
              obligations with respect to development or operation of such E-Commerce
              Website shall be to seek recovery of actual damages resulting from
              such
              default.”


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              m.

            	
              Section
                4 of the Modification is hereby deleted and replaced with the
                following:

            


    

    


    “The
      following fees (“Service Fee”) shall be paid by Madacy in consideration for
      Traffix’s development and provision of Fulfillment Websites and E-Commerce
      Websites:

    


    1. The
      Service Fee for Traffix’s development and provision of Fulfillment Websites
      shall equal Traffix’s direct labor and any other direct costs relating to any
      necessary website development work and provision of necessary services and
      equipment involved in providing the development and maintenance of such
      Fulfillment Website.

    


    2. The
      Service Fee payable by Madacy for Traffix’s development and provision of
      E-Commerce Websites shall equal the greater of:

    


    (i) One
      hundred percent (100%) of Traffix’s direct labor and any other direct costs
      relating to any necessary website development work and provision of necessary
      services and equipment involved in providing the development and maintenance
      of
      such E-Commerce Website plus five percent (5%) of Madacy’s gross profit from the
      sale or license of the ringtone or download products offered on the E-Commerce
      Website; and

    


    (ii) Ten
      percent (10%) of Madacy’s gross profit from the sale or license of the ringtone
      or download products offered on the E-Commerce Website.”

    


    
      	 	
              n.

            	
              For
                the purposes hereof, “gross profit” shall mean the gross revenue less
                returns, rebates, discounts, advertising allowances, and reasonable
                reserves relating to such gross revenues and music publishing
                costs/performance rights.”

            


    

    


    
      	 	
              o.

            	
              Sections
                2.01 and 2.01 of the M&S Agreement are hereby deleted. Traffix’s
                reporting obligation under its License shall be limited to the periodic
                reporting of usage of the Masters, the whole are more fully described
                in
                Section 7(d) above. Moreover, the audit provisions of Section 2.03
                of the
                M&S Agreement are hereby restricted to apply only to Traffix’s
                records regarding use of the Masters and payment of the Publishing
                and
                Royalties.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              10.

            	
              New
                Recordings:
                Madacy will make available, as part of the continuing License, all
                new
                recordings which it is entitled to make available (ie. any owned
                recordings and any recordings which are sub-licensable) subject to
                Traffix
                being responsible for any third party payments relating to the use
                of such
                Masters. Madacy agrees to continuously deliver all new recordings
                to
                Traffix on an orderly and timely basis and, in no event, less frequently
                than once per month. Notwithstanding the generality of the foregoing,
                in
                the event that Madacy is ever the subject of a merger or acquisition
                or
                other reorganization with another entity, Madacy shall continue to
                make
                available all new recordings which it is entitled to make available
                and
                which are obtained as part of the continuing carrying on of Madacy’s
                business. Such continuing obligation shall not, however, extend to
                any
                recordings owned or controlled by the other entity or its affiliates
                at
                the time of the merger or acquisition or other reorganization or
                which are
                acquired subsequently by the other entity or its affiliates in the
                carrying on of its business. Notwithstanding the generality of the
                foregoing, in the event that such merger, acquisition or other
                reorganization occurs prior to December 31, 2008, and, following
                such
                merger, acquisition or other reorganization, Madacy ceases to conduct
                business as a separate business entity, the entity other than Madacy
                that
                survives the merger, acquisition or other reorganization shall continue
                until at least December 31, 2008 to provide Traffix with new recordings
                of
                music at levels consistent with the past practices of Madacy.
                

            


    

    


    
      	
              11.

            	
              Representations:
                Madacy on its behalf and Traffix on its behalf, and on behalf of
                Traffix
                Music, Inc., hereby repeat their respective representations, warranties
                and covenants in Articles 7 and 8 of the M&S Agreement with respect to
                the present Memorandum of Agreement except
                that:

            


    

    
      	 	
              a.

            	
              Section
                7(a) is hereby deleted in its entirety and replaced with the
                following:

            


    

    


    “Madacy
      is a limited partnership, validly existing and in good standing under the laws
      of the province of Quebec and has all requisite power and authority to operate
      its business as and where presently being conducted.”

    


    
      	 	
              b.

            	
              The
                reference in Section 7(b) to “corporate power” is replaced with the word
                “power”.

            


    

    
      	 	
              c.

            	
              the
                reference in Section 7(c) to “the Certificate of Incorporation or Bylaws
                of Madacy” are hereby replaced with “the limited partnership agreement of
                Madacy and the terms of the documents governing the Madacy Entertainment
                Income Trust (the “Trust”)”; and

            


    

    
      	 	
              d.

            	
              Section
                7(e) is hereby deleted in its entirety and replaced with the
                following:

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “No
      consent, approval or authorization of, or registration or filing with, any
      Person (including but not limited to any lender of Madacy’s) or governmental
      authority or agency is required in connection with the execution, delivery
      and
      performance of this Agreement by Madacy, including, without limitation, the
      licensing of the rights to the Madacy Songs and Masters to
      Traffix and authorization of their use by Traffix or its subsidiaries as
      provided in this Agreement; the consent of the Trustees of the Trust
to
      the execution and delivery of this Agreement by Madacy has been obtained and
      has
      not been modified or rescinded.”

    


    
      	
              12.

            	
              Indemnification:
                Section 10.02 is hereby deleted and replaced with the
                following:

            


    

    


    Indemnification
      by Madacy.
      Madacy shall indemnify and hold Traffix
      harmless from any loss, damage, expense, Costs, cause of action, demand,
      penalty, fine or claim, including the cost of any litigation or administrative
      proceeding and counsel fees, arising out of any breach by Madacy of any
      representations or warranties contained herein. Notwithstanding the generality
      of the foregoing, the parties hereto acknowledge and agree that Traffix’s
      recourse for damages resulting from a termination of the Agreement shall be
      against CIK in accordance with the terms of the CIK Interest Purchase Agreement
      .

    


    
      	
              13.

            	
              The
                reference in Article 9 of the M&S Agreement to “Madacy Entertainment
                Group, Limited is hereby replaced with “Madacy Entertainment LP” and
                notices to the Partnership are hereby
                deleted.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    


    
      	
              14.

            	
              All
                provisions and terms of the M&S Agreement, as amended by the
                Modification, shall remain in full force and effect save and except
                for
                such changes and modifications set out in the present Agreement.
                

            


    

    


    The
      parties acknowledge that they have required that this Agreement and all related
      documents be prepared in English.

    


    Les
      parties reconnaissent avoir exigé que la présente convention et tous les
      documents connexes soient rédigés en anglais.

    


    AGREED
      TO
      THIS 13th 
      DAY OF
      MARCH, 2007.

     

    
      	 	Traffix,
              Inc.	 	 	EZ
              Tracks, LP
	 	 	 	 	 
	 	 	 	 	By: Traffix SP-EZ ULC, its general
              partner
	 	 	 	 	 
	 	 	 	 	 
	Per:	 /s/ Jeffrey Schwartz	 	Per:	 /s/ Jeffrey Schwartz
	 	
              
Jeffrey
              Schwartz	 	 	
              
Jeffrey
              Schwartz
	 	CEO	 	 	 
	 	 	 	 	 
	 	
              Madacy
                Entertainment LP

              By:
                Madacy Holding Inc., its general partner

            	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Per:	 /s/ Hillel Frankel	 	 	 
	 	
              
                
Hillel
                Frankel

              President

            	 	 	 


    

     

    The
      following party intervenes in the present Memorandum of Agreement for the
      purpose of taking cognizance of its terms.

     

    
      	 	 	 	 	 
	 	CIK
              Holdings
              Inc.	 	 	 
	Per:	 /s/ Hillel Frankel	 	 	 
	 	
              
Hillel
              Frankel	 	 	
            
	 	
              President