**EXHIBIT 10.20****SERVICES AGREEMENT**     This SERVICES AGREEMENT (this “Agreement”) is made and entered into this10th day of May 2007, by and between DiscLive, Inc., a Delaware corporation (togetherwith its successors, “DiscLive”), and HDNet LLC, a Delaware limited liability company(together with its successors, “HDNet”).**RECITALS**     WHEREAS, HDNet has requested that Travis Hill, an employee of DiscLive (“Hill”),render certain services, including, among others, content acquisition and sales (collectively, the“Services”), to HDNet; and     WHEREAS, DiscLive desires to make available Hill to HDNet to provide the Services because ofcertain potential benefits that may be realized by DiscLive, which are in addition to theremuneration provided for herein.**AGREEMENT**     NOW, THEREFORE, in consideration of the above recitals, the mutual covenants and promisesherein contained and such other good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged by the execution and delivery hereof, the parties hereto, intendingto be legally bound hereby, agree as follows:     1. Retention. HDNet hereby acknowledges that it has retained Hill to, and DiscLivehereby acknowledges that Hill will, provide the Services to HDNet during the Term (hereinafterdefined).     2. Term. The initial term (the “Initial Term”) of this Agreement shallcontinue until December 31, 2007. Following the Initial Term, this Agreement shall remain ineffect from month to month until one party gives written notice to the other party, at least seven(7) days prior to the expiration of any monthly extension of the Initial Term. The Initial Term,as so extended by operation of this Section 2, shall be referred to herein as the“Term.”     3. Compensation. As compensation for the services provided to HDNet by Hill underthis Agreement, HDNet hereby agrees to pay $3,950 per month (the “Monthly Fee”), proratedon a daily basis for any partial month, during the Term to DiscLive. The Monthly Fee shall be dueand payable on the last day of each calendar month (each a “Payment Date”), commencing withthe first Payment Date following the date first above written.     4. Reimbursement of Expenses. In addition to the Monthly Payment pursuant toSection 3, HDNet hereby agrees to pay DiscLive all Reimbursable Expenses (hereinafterdefined). For purposes of this Agreement, “Reimbursable Expenses” shall mean all reasonabledisbursements and out-of-pocket expenses, including, without limitation, costs of travel, postage,deliveries and communications, but excluding allocated overhead, incurred by Hill or DiscLive forthe account of HDNet or in connection with the performance by Hill of the Services contemplated inthis Agreement. Upon presentment by Hill or DiscLive of the supporting documentation of theReimbursable Expense reasonably requested by HDNet, HDNet shall pay the Reimbursable Expense toDiscLive.
 

 
     5. Termination of this Agreement. Notwithstanding anything herein to the contrary,this Agreement may be terminated by either party for any or no reason whatsoever during the InitialTerm upon thirty (30) days prior written notice.     6. Indemnification. HDNet shall indemnify and hold harmless each of DiscLive, itsaffiliates and their respective directors, officers, stockholders, partners, managers, members,employees, agents, representatives and each person who controls DiscLive or its affiliates withinthe meaning of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, asamended (collectively, “Indemnified Persons,” and, individually, an “IndemnifiedPerson”), from and against any and all claims, liabilities, losses, damages and expensesincurred by an Indemnified Person (including, without limitation, those arising out of anIndemnified Person’s negligence and reasonable fees and disbursements of the respective IndemnifiedPerson’s counsel) that (a) are related to, or arise out of, actions taken, or omitted to be taken,by Hill with HDNet’s consent, in conformity with HDNet’s instructions or HDNet’s actions oromissions or (b) are otherwise related to, or arise out of, the services rendered by Hillhereunder, and will reimburse each Indemnified Person for all costs and expenses, including,without limitation, fees and disbursements of any Indemnified Person’s counsel, as they areincurred, in connection with investigating, preparing for, defending or appealing any action orformal or informal claim, investigation, inquiry or other proceeding, whether or not in connectionwith any pending or threatened litigation, caused by, arising out of or in connection with theperformance of the Services by Hill pursuant to this Agreement, whether or not any IndemnifiedPerson is named as a party thereto and whether or not any liability results therefrom. HDNet willnot, however, be responsible to any Indemnified Person for any claims, liabilities, losses, damagesor expenses pursuant to clause (b) of the immediately preceding sentence that have resultedprimarily from Hill’s gross negligence or willful misconduct. HDNet also hereby agrees that noIndemnified Person shall have any liability to HDNet for, or in connection with, this Agreement,except for any such liability for claims, liabilities, losses, damages or expenses incurred byHDNet that have resulted primarily from such Indemnified Person’s gross negligence or willfulmisconduct. HDNet further hereby agrees that it will not, without the prior written consent ofDiscLive, settle or compromise, or consent to the entry of any judgment in, any pending orthreatened claim, action, suit, inquiry or proceeding in respect of which indemnification may besought hereunder (whether or not any Indemnified Person is an actual or potential party to suchclaim, action, suit, inquiry or proceeding), unless such settlement, compromise or consent includesan unconditional release of DiscLive and each other Indemnified Person hereunder from all liabilityarising out of such claim, action, suit, inquiry or proceeding. **HDNET HEREBY AGREES ANDACKNOWLEDGES THAT THE FOREGOING INDEMNITY SHALL BE APPLICABLE TO ANY CLAIMS, LIABILITIES, LOSSES,DAMAGES OR EXPENSES THAT HAVE RESULTED FROM, OR ARE ALLEGED TO HAVE RESULTED FROM, THE ACTIVE ORPASSIVE OR THE SOLE, JOINT OR CONCURRENT ORDINARY NEGLIGENCE OF HILL OR ANY OTHER INDEMNIFIEDPERSON.**     The foregoing right to indemnity shall be in addition to any rights that DiscLive or any otherIndemnified Person may have at common law or otherwise and shall remain in full force and effectfollowing the completion or any termination of this Agreement.     7. Confidential Information. In connection with the performance of the serviceshereunder, Hill agrees not to divulge any confidential information, secret processes or tradesecrets disclosed by HDNet or any of its subsidiaries to him solely in his capacity hereunder,unless information, secret processes or trade secrets are publicly available or otherwise available
2

 
to Hill without restriction or breach of any confidentiality agreement or unless required byany governmental authority or in response to any valid legal process.     8. Miscellaneous.     (a) *Entire Agreement*. This Agreement constitutes the entire agreement and understanding ofthe parties in respect of the subject matter hereof and supersedes all prior understandings,agreements or representations by or among the parties, written or oral, to the extent they relatein any way to the subject matter hereof.     (b) *Successors and Assigns*. All of the terms, agreements, covenants, representations,warranties and conditions of this Agreement are binding upon, inure to the benefit of and areenforceable by the parties and their respective successors and permitted assigns.     (c) *Notices.*All notices, requests and other communications provided for, or permitted to begiven, under this Agreement must be in writing and shall be given by personal delivery, bycertified or registered United States mail (postage prepaid, return receipt requested), by anationally recognized overnight delivery service for next day delivery, or by facsimiletransmission, as follows (or to such other address as any party may give in a notice given inaccordance with the provisions hereof):If to DiscLive:DiscLive, Inc.