Exhibit 10.5

                     INTELLECTUAL PROPERTY LICENSE AGREEMENT

         License Agreement (this "Agreement"), when executed by both parties, is
effective as of the 23rd day of June, 2008, by and between Dolphin
Entertainment, Inc., a Florida corporation with an office at 804 Douglas
Boulevard, Executive Tower Building, Suite 365, Miami, FL 33134 ("Dolphin"), and
Dolphin Digital Media, Inc., a Delaware corporation, with an office at 804
Douglas Boulevard, Executive Tower Building, Suite 365, Miami, FL 33134
("Licensee") (each sometimes referred to herein as a "Party" or collectively as
the "Parties").

                                    RECITALS
                                    --------

1.   Dolphin has distribution rights in and to, without limitation, the names,
     characters, stories, storylines, plots, dialogue, incidents, episodes,
     language, artwork, symbols, logos, designs, depictions, likenesses,
     formats, poses, concepts, themes, and graphic photographic, video, and
     other visual and audio representations of, relating to and associated with
     the Productions identified in Schedule A hereto and incorporated herein by
     reference (which distribution rights to such names, characters, etc.,
     and/or each of the individual components thereof shall hereinafter be
     referred to as the "Property"), said Property being known and recognized by
     the general public and associated in the public mind with Dolphin.

2.   Licensee desires to utilize the Property in the manner hereinafter
     described and Dolphin desires to grant to Licensee a license to use the
     Property in such manner subject to the terms and conditions set forth
     herein.

NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is
hereby mutually acknowledged, the Parties agree as follows.

1.   GRANT OF LICENSE

a.   Licensed Activity. Upon the terms and conditions and with the limitations
     and exceptions hereinafter set forth, Dolphin hereby grants to Licensee and
     Licensee hereby accepts the exclusive world-wide license and right to
     utilize the Property but solely upon and in connection with (i) the
     creation, promotion and operation of the Internet social networking
     websites identified on Schedule B hereto, as may be amended from time to
     time (the "DDM Websites"), incorporated herein by reference; and (ii) the
     sale and distribution of subscription services and other products and/or
     services (the "Related Products and Services") related to the DDM Websites
     (collectively, together with the DDM Websites, the "Licensed Activities").

b.   Term. The license hereby granted shall commence as of the date hereof (the
     "Commencement Date") and shall terminate automatically on June 30, 2018, or
     on the expiration of any renewal as provided herein (the "Termination
     Date"), unless sooner terminated in accordance with the provisions hereof.
     In the event Licensee commences any activities in connection with the
     Property prior to the Commencement Date, all provisions of this Agreement
     for the benefit and protection of Dolphin shall apply in full to such
     activities.

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2.   RESERVATION OF RIGHTS

         Dolphin hereby reserves all rights in the Property not herein
specifically granted to Licensee, including, without limitation, (i) all
non-Internet based distribution and broadcast rights of any kind, such as
television, radio, motion picture, filmstrip, sound and/or visual recording or
transmission device or media or anything similar to the foregoing now known or
hereafter developed, (ii) all rights relating to presentation and sale at
commercial venues presenting a live appearance and/or stage show based upon the
Property; and (iii) all merchandising, products and services related to
Dolphin's exercise of its reserved rights. As between the Parties, such reserved
rights are the sole and exclusive property of, and may be used or exercised
solely by, Dolphin. Any use or license by Dolphin of such reserved rights, in
any manner whatsoever, shall not be deemed unfair competition with, interference
with, breach of or infringement of any of Licensee's rights hereunder. It is
also understood that Dolphin is not required to itself continue the production
of the Property or any part thereof.

3.   ROYALTIES, PAYMENTS, REPORTS AND RECORDS

a.   Assumption of Obligations. Licensee agrees to assume all of the obligations
     of Dolphin pursuant to that certain Social Network Platform License
     Agreement dated as of May 28, 2008, by and between Dolphin and Logica
     Holdings, Inc.

b.   Executive Production Commitment. Licensee agrees to act as an executive
     producer for future Dolphin live-action television and film productions on
     such reasonable terms and conditions as may be agreed by the Parties in a
     writing separate from this Agreement.

c.   Royalties. Licensee agrees to pay Dolphin royalties at a Royalty Rate of
     fifteen percent (15%). Royalties shall be calculated by applying the
     Royalty Rate to Licensee's Net Sales (as herein defined). Net Sales shall
     mean the number of units sold by Licensee arising from the performance of
     the Licensed Activities multiplied by Licensee's established prices as
     published on the DDM Websites or other official Licensee pricing
     publication in force at the time of sale. No set-offs, third-party
     royalties, or deductions of any kind may be taken in the determination of
     Net Sales or the royalties due to Dolphin hereunder. Royalties as specified
     herein shall become due on the last day of each calendar quarter for all
     Net Sales accruing in that calendar quarter and shall be paid not later
     than thirty (30) days thereafter, accompanied by the Royalty Report
     (defined below) required herein.

d.   Currency and Taxes. All payments to Dolphin shall be made in United States
     Dollars. All taxes, levies, charges or duties imposed on license rights,
     artwork or similar material, or payments therefor, shall be paid by
     Licensee and no deductions for such taxes, levies, charges or duties shall
     be made from amounts owed Dolphin hereunder, it being the intent hereof
     that all royalties payable to Dolphin be free and clear of any taxes,
     levies, charges or duties of any kind whatsoever.

e.   Royalty Reports. For each calendar quarter, commencing with the end of the
     calendar quarter following the Commencement Date of this license and
     continuing until a final certification of wind-up is delivered, Licensee
     shall furnish Dolphin with a detailed Royalty Report certified to be
     accurate by an authorized officer of Licensee, showing all information


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     called for by the statement form annexed hereto as Schedule C hereto,
     incorporated herein by reference, for each of the Licensed Activities. Each
     such Royalty Report shall be furnished to Dolphin at the address first set
     forth above, within thirty (30) days of the end of each calendar quarter
     and shall be accompanied by payment to Dolphin of any and all monies due
     Dolphin. Such Royalty Report shall be furnished to Dolphin whether or not
     there are any Net Sales during the preceding calendar quarter, and whether
     or not any monies are then due Dolphin. The failure or refusal of Licensee
     to timely furnish any such Royalty Report or payment shall be deemed a
     substantial and material breach of this Agreement and shall entitle Dolphin
     to terminate this license as set forth herein. The receipt or acceptance by
     Dolphin of any of the Royalty Reports furnished pursuant to this Agreement
     or of any payments made hereunder (or the cashing of any checks paid
     hereunder) shall not preclude Dolphin from questioning its accuracy at any
     time, and in the event that any inconsistencies or mistakes are discovered
     in such Royalty Reports or payments, they shall immediately be rectified
     and the appropriate payment made by Licensee, together with interest on any
     overdue payments at the rate specified in Section 13.

f.   Records. Licensee shall maintain at its expense, detailed, accurate, full
     and complete records and books of account covering all transactions by it
     relating to this Agreement, and Dolphin and its duly authorized
     representatives shall have the right, at least twice during each calendar
     year during normal business hours, to examine and/or audit such records and
     books of account and all other documents and materials in the possession or
     under the control of Licensee relating or pertaining to the subject matter
     or provisions of this Agreement and to make copies and/or extracts
     therefrom. In the event that Dolphin's duly authorized representatives
     shall discover a deficiency for any accounting period of five percent (5%)
     or more by any such examination and/or audit, Licensee shall pay to Dolphin
     the cost of such examination and/or audit. Licensee shall keep all such
     books of account and records available to Dolphin for at least two (2)
     years after the termination or expiration of this license. If Licensee
     fails to keep and disclose such records, Dolphin shall have the right to
     estimate, and have payment for, such additional royalty as may be indicated
     owing by such trade information as may be available.

4.   DOLPHIN'S TITLE AND GOODWILL

a.   General. Licensee acknowledges that, as between the Parties, Dolphin is the
     owner of all right, title and interest in and to the Property, and further
     acknowledges the great value of the goodwill associated with the Property
     and that the Property has acquired secondary meaning in the mind of the
     public and that the trademarks and copyrights included in the Property, and
     the registrations therefor, are valid and subsisting, and further agrees
     that it shall not during the Term of this license or at any time thereafter
     dispute or contest directly or indirectly, or do or cause to be done any
     act which in any way contests, impairs or tends to impair Dolphin's
     exclusive rights and title to the Property, or the validity thereof or the
     validity of this Agreement, and shall not assist others in so doing.

b.   Representations of Ownership, etc. Licensee shall not in any manner
     represent that it has any ownership in the Property, or in any properties
     owned by Dolphin which are not licensed hereunder, or in any trademarks or
     copyrights included in the Property (or registrations therefor), but may,


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     only during the Term of this license, and only if Licensee has complied
     with all laws and registration requirements within the Territory for so
     doing, represent that it is a "licensee" or "official licensee" hereunder.
     Licensee shall not register or attempt to register any copyright or
     trademark in the Property, or in any properties owned by Dolphin that are
     not licensed hereunder, in its own name or that of any third party, nor
     shall it assist any third party in doing so.

c.   Use for Benefit of Dolphin. Licensee agrees that any and all uses and sales
     by Licensee of the Property under this Agreement shall inure to benefit of
     Dolphin and that neither such uses or sales nor anything contained in this
     Agreement shall give or assign Licensee or any other person or entity any
     right, title or interest in the Property, or in any properties owned by
     Dolphin which are not licensed hereunder, except the right to use the
     Property specifically in accordance with the provisions of this Agreement.

5.   PROTECTION OF RIGHTS-INCLUDING COPYRIGHTS AND TRADEMARKS

a.   General. Licensee shall cooperate fully and in good faith with Dolphin for
     the purpose of Dolphin's securing and preserving Dolphin's (or any grantor
     of Dolphin's) rights in and to the Property. Upon creation of the DDM
     Websites and/or Related Products and Services embodying the Property,
     Licensee shall be deemed to have automatically assigned to Dolphin all
     copyrights in the Property (and all adaptations, derivative works,
     compilations, modifications, translations and versions thereof) embodied in
     the DDM Websites and Related Products and Services. In addition, Licensee
     shall execute any instruments requested by Dolphin to accomplish or confirm
     the foregoing and hereby irrevocably appoints Dolphin as its
     attorney-in-fact to execute such instruments if Licensee does not do so.
     Any such assignment shall be without other consideration than the mutual
     covenants and considerations of this Agreement.

b.   Trademarks. Licensee acknowledges and agrees that, as between the Parties,
     the names, characters, symbols, designs, logos, likenesses, and visual and
     video representations, among other things, comprising the Property are
     owned by Dolphin, and that it shall cause to appear on everything which
     uses, bears or displays the Property or any part thereof, including the DDM
     Webites and Related Products and Services, and the advertising,
     promotional, packaging and display material therefor, a notice proclaiming
     and identifying the relevant portions of the Property appearing therein as
     properties of Dolphin, as, for example, by labeling each name and character
     likeness with the notice "[Name(s) of character(s)] and the distinctive
     likeness(es) thereof are Trademarks of Dolphin Entertainment, Inc. and are
     used with permission" or otherwise as Dolphin may deem appropriate.

c.   Notice of Supervision. The DDM Website and all Related Products and
     Services, and all advertising, promotional, packaging and display material
     therefor shall also bear the notice of supervision specified in the
     preceding paragraph (or an equivalent if given prior written approval by
     Dolphin) in order to notify the public that Dolphin's standards are
     maintained.

d.   Reference to Source. It is agreed that all trademarks and other references
     used by Licensee in connection with the DDM Websites and Related Products
     and Services which might suggest that they are indicias of source, shall,
     with all of the goodwill relating thereto, inure to the benefit of and be
     the sole property of Dolphin, except only that Licensee may use a house


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     mark upon the DDM Websites and Related Products and Services without being
     deemed to have assigned it to Dolphin, provided it fairly appears only as
     Licensee's house mark.

e.   Confusing Use. Licensee shall not use, and shall use its best efforts to
     keep others from using, the Property in any manner likely to cause
     confusion or doubt in the mind of the public as to the ownership and
     control thereof or in any manner that does not make clear that, as between
     the Parties, as between the Parties the Property is owned and controlled
     exclusively by Dolphin. In addition, Licensee shall not use or co-mingle
     with the Property, and shall use its best efforts to keep others from using
     or co-mingling with the Property, any other trademarks, characters or
     properties, whether owned by Licensee or another, so as to suggest that
     such other trademarks, etc. may have been created or may be owned,
     controlled, licensed or approved by Dolphin or that they are in any way
     related to the Property or Dolphin.

f.   Registration. Licensee agrees to fully cooperate with and assist Dolphin in
     the prosecution of any copyright, trademark or service mark applications
     concerning the Property that Dolphin may desire to file, and for that
     purpose, Licensee shall, upon request, supply to Dolphin enough samples of
     the related material(s) as may be required in connection with any such
     application. Furthermore, Licensee shall execute any instrument Dolphin
     shall reasonably deem necessary or desirable to record or cancel Licensee
     as a registered user of the trademarks of Dolphin included in the Property,
     it being understood and agreed that Licensee's right to use the Property
     and the trademarks included therein in any country for which the filing of
     a registered user application is required, or is requested by Dolphin,
     shall commence only upon the filing of such registered user application,
     but shall continue only so long as this license remains in effect.

g.   Customer Complaints. Licensee shall, in connection with its duty to use the
     Property so as to promote the continuing goodwill thereof, give immediate
     attention and take necessary action to satisfy all legitimate customer
     complaints brought against Licensee in connection with the DDM Websites and
     Related Products and Services using the Property. Licensee shall give
     Dolphin immediate notice of all complaints that might affect the good
     standing of the Property or the reputation of Dolphin and also of all
     complaints that might result in legal action between Dolphin and any third
     party, and cooperate with Dolphin upon request to achieve as good a
     reputation and press for the Property as possible.

h.   Copyright Notice. It is a condition of this license that prior to public
     distribution, Licensee shall cause to appear the following copyright notice
     on all DDM Websites and Related Products and Services, including tags,
     labels and the advertising, promotional, packaging and display materials
     therefore: "Copyright (c) [year of first publication of Dolphin material by
     Licensee, in Arabic numerals] Dolphin Entertainment, Inc. All Rights
     Reserved." or otherwise as Dolphin may instruct in writing or approve upon
     request.

i.   Secure Copyrights, etc. Dolphin may secure, in its name (or the name of
     another, including Licensee, if desired by Dolphin), to the fullest extent
     possible, the copyrights in the Property and the registrations, renewals
     and extensions thereof, embodied in the DDM Websites and Related Products
     and Services, including all adaptations, translations, modifications and
     versions of the property.


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j.   Claims by Licensee. Licensee shall not commence any court or administrative
     action against Dolphin or against any other licensee of Dolphin under the
     Property without giving Dolphin thirty (30) days prior written notice and
     an opportunity by Dolphin and/or such licensee to cure or correct the
     matter giving rise to the proposed action during said thirty (30) day
     period. In the event of any such action, Licensee shall give Dolphin at
     least fifteen (15) days prior written notice before seeking any interim
     injunctive relief or restraining order.

6.   QUALITY OF MERCHANDISE AND SERVICES; LICENSEE NAME ON LICENSED ARTICLES

a.   Licensee agrees that the DDM Websites and all Related Products and Services
     shall be of a high standard and of such style, appearance and quality as
     shall, in the judgment of Dolphin, be adequate and suited to their
     exploitation to the best advantage and to the protection and enhancement of
     the Property and the goodwill pertaining thereto; that any Related Products
     and Services shall be manufactured, packaged, sold, distributed, advertised
     and serviced in accordance with all applicable laws; that the policy of
     sale, distribution and/or exploitation by Licensee shall be of equivalent
     high standard and style; and that the same shall in no manner reflect
     adversely upon the Property or Dolphin. Licensee further agrees that all
     rights granted herein shall be exploited and exercised so as not to
     interfere with, detract from, or alter the concepts used by Dolphin or
     known to the public and that Licensee shall use its best efforts to
     preserve the concepts therein. Accordingly, Licensee further specifically
     covenants and agrees to keep Dolphin informed of its plans for use of the
     Property, and to consult Dolphin as the DDM Websites and Related Products
     and Services are being developed and prepared, so that there will be full
     opportunity for Dolphin to deter Licensee from any use that would alter the
     successful concepts associated with the Property, including any new
     concepts Dolphin develops for the Property. Licensee will consult with
     Dolphin at every stage in designing the DDM Websites and Related Products
     and Services regarding the utilization of the Property and shall work with
     Dolphin to obtain Dolphin's creative input concerning the use of the
     Property and the overall look and direction of the DDM Websites and Related
     Products and Services. In connection therewith, Licensee shall be faithful
     in the portrayal of the Dolphin's characters to the basic conceptualization
     of the characters and the Property as well as Dolphin's most current style
     guide for such characters, if any. To this end, before the first display of
     any kind of the DDM Websites and Related Products and Services, Licensee
     shall submit to Dolphin for written approval, all rough designs, mock-ups,
     concepts and/or prototypes of each item, class, part or category of item
     and/or with respect to any Property. Any item submitted to Dolphin shall be
     deemed disapproved unless the same shall be approved in writing within
     twenty (20) days of receipt of the item. Licensee shall have ten (10)
     business days from receipt of Dolphin's disapproval (or approval subject to
     modifications) of any submission, to make such modifications as Dolphin may
     request and to re-submit the so revised material to Dolphin for its written
     approval. If Licensee fails to submit the modified materials for approval
     within said ten (10) business day period on three occasions,
     notwithstanding anything to the contrary contained in this Agreement,
     Dolphin shall have the right to terminate this Agreement upon written
     notice with no cure period being required. Except as otherwise provided
     herein, Licensee's failure to comply with any of the provisions of this
     section shall be deemed a substantial and material breach of this Agreement
     and shall entitle Dolphin to terminate this license as set forth herein.


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b.   Revocation of Approval. In the event that the quality, appearance or style
     of any DDM Website and Related Product and Service previously approved by
     Dolphin ceases to be acceptable to Dolphin ("Appearance Default") because
     such DDM Website and/or Related Product and Service is materially changed
     without Dolphin's prior approval, which such approval shall not be
     unreasonably withheld, Dolphin shall have the right, in its sole discretion
     to withdraw its approval and to require that Licensee redesign such DDM
     Website or Related Product or Service consistent with the intent of the
     Parties at the time when Dolphin earlier provided its consent required
     hereunder. In the event of such withdrawal, Licensee shall have five (5)
     business days to cure ("Cure Period") such Appearance Default, however, if
     it is not cured during the Cure Period, Licensee shall immediately
     following expiration of the Cure Period cease the production and offering
     of the previously approved DDM Website or related product or service,
     subject to a four (4) month sell-off period for any manufactured products.

c.   The Dolphin logo (or such other logo as Dolphin designates) and Licensee's
     name, trade name (or a trademark of Licensee which Licensee has advised
     Dolphin in writing that it is using) shall appear on permanently affixed
     labeling on each item of Related Products and Services and, if said items
     are sold to the public in packaging or a container, printed on such
     packaging or a container so that the public can identify the supplier of
     the items. On soft goods, "permanently affixed" shall mean sewn on. On hard
     goods, "permanently affixed" shall mean molded into the product. On
     packaging, "permanently affixed" shall mean printed on the package.
     Licensee shall advise Dolphin in writing of all trade names or trademarks
     it is using on such items being sold under this license if such names or
     marks differ from Licensee's corporate name as indicated herein.

7.   INDEMNIFICATION, LITIGATION AND INSURANCE

a.   In its use of the Property, or any element or portion thereof, under this
     Agreement, Licensee shall exercise reasonable care, and shall cooperate
     fully with Dolphin, to avoid infringing any rights found to be owned by
     others. Upon learning of the existence or possible existence of rights held
     by others, which may be infringed by the use of any element or portion of
     the Property under this Agreement, Licensee shall promptly notify Dolphin
     in writing.

b.   Infringement. Licensee shall promptly notify Dolphin, in writing, of any
     imitations or infringements of the Property or the rights licensed
     hereunder which may come to Licensee's attention. Dolphin shall have the
     sole right to determine whether or not any demand, suit or other action
     shall be taken on account of or with reference to any such infringements or
     imitations, and Licensee shall not institute any suit or take any action on
     account of any such infringements or imitations without first obtaining the
     written consent of Dolphin to do so. Dolphin, if it so desires, may
     commence or prosecute any suits or make any such demands in its own name or
     in the name of Licensee or join Licensee as a party thereto. Licensee shall
     cooperate with Dolphin and in any manner that Dolphin may request in
     connection with any such demands, suits, claims or other actions. If
     Dolphin elects not to sue, Licensee may request permission to bring suit


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     and, with written permission, may bring suit at its own expense, provided
     Licensee indemnifies Dolphin against any loss or damage, including any loss
     or damage to reputation or goodwill, and provided that trial counsel is
     approved by Dolphin, keeps Dolphin fully informed, and further provided
     that Dolphin shall have the right to assume control of the litigation at
     any time, but is thereupon responsible for its own further litigation
     expense. Nothing herein shall be construed as imposing any obligation upon
     Dolphin to take action against any alleged infringer, nor to relieve
     Licensee from full compliance with any of the terms of this Agreement in
     the event that Dolphin does not take such action.

c.   Indemnification of Licensee. Dolphin shall defend, indemnify and hold
     Licensee harmless of, from and against any charges, suits, damages, costs,
     expenses (including attorneys' fees), judgments, penalties, claims,
     liabilities or losses of any kind or nature whatsoever, which may be
     sustained or suffered by or secured against Licensee based upon or arising
     out of any actual or alleged trademark or copyright infringement arising
     solely out of the use by Licensee of the Property as authorized in this
     Agreement, provided that: prompt notice is given to Dolphin of any such
     claims or suits and provided further that: Dolphin shall have the option to
     undertake and conduct the defense and/or settlement of any such claims or
     suits and that Licensee cooperates with Dolphin in the defense of any such
     claims or suits and Licensee acts to mitigate any damages, and that no
     settlement of any such claims or suits is made without the prior written
     consent of Dolphin. Dolphin does not warrant any present or future
     commercial value of the Property.

d.   Indemnification of Dolphin. Licensee shall defend, indemnify and hold
     Dolphin, its parents, subsidiaries, associated and affiliated companies,
     harmless of, from and against any charges, suits, damages, costs, expenses
     (including attorneys' fees), judgments, penalties, claims, liabilities or
     losses of any kind or nature whatsoever, which may be sustained or suffered
     by or secured against Dolphin in connection with the DDM Websites and
     Related Products and Services, or based upon or arising out of any actual
     or alleged unauthorized use of any patent, trade secret, process, idea,
     method or device, or any copyright or trademark, other than under this
     license, or the operation, packaging, distribution, promotion, sale or
     exploitation of the DDM Websites and Related Products and Services, any
     actual or alleged defect in the foregoing whether latent or patent,
     including failure to meet any Federal, State or local laws or standards; or
     any other actual or alleged unauthorized action of Licensee, including a
     breach of any term of this Agreement.

e.   Insurance. Licensee shall obtain at its own expense and maintain during the
     Term of this Agreement and for seven (7) years thereafter, general
     liability insurance including advertising, blanket contractual, product
     liability and completed operations liability coverages. In the event that
     Licensee offers and sells books or other published materials or materials
     of an electronic nature such as software, computer programs, etc., Licensee
     also shall obtain at its own expense and maintain during the Term of this
     Agreement and for seven (7) years thereafter multi-media liability
     insurance which provides coverage for claims arising out of the published
     material and shall include but not be limited to the allegations of
     defamation, copyright infringement, invasion of right of privacy, or other
     personal injury and breach of implied contract. All insurance must be
     provided by a recognized insurance company having a Best's Rating of no
     less than "A" providing adequate protection at least in the amount of
     [three million dollars ($3,000,000)] per occurrence for personal bodily


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     injury and property damage for Dolphin and also for Licensee. Said
     insurance shall be primary and non-contributory with respect to any
     insurance carried by Dolphin. As proof of such insurance, a fully paid
     certificate of insurance naming Dolphin as an insured party shall be
     submitted to Dolphin by Licensee before any of the DDM Websites are
     launched and before any related products or services are offered or
     distributed or sold, and at the latest within thirty (30) days after
     execution of this Agreement. Said insurance coverage shall be effective as
     of the date first written above. Any proposed change in the insurance
     policy(ies) affecting Dolphin's coverage shall be submitted for review as
     to the policy compliance with the terms and conditions of this Agreement,
     to Dolphin. Dolphin shall be entitled, throughout the Term of this
     Agreement, to a copy of the prevailing policy(ies) of insurance, which
     shall be furnished to Dolphin by Licensee. The policy(ies) of insurance
     must be non-cancelable except after thirty (30) days prior written notice
     to Dolphin. As used in this Section, "Dolphin" shall also include the
     agents, employees, assignees and any sponsor of Dolphin. This provision
     shall survive the termination or expiration of this Agreement.

8.   ARTWORK

         Dolphin shall supply Licensee subject to availability, with reasonable
amounts of artwork depicting the Property for use in the DDM Websites and
Related Products and Services upon reasonable request by Licensee. The cost of
producing and/or providing copies of such artwork, which is specifically
requested by and specifically prepared for Licensee, or the reproduction thereof
shall be paid by Licensee upon invoicing therefor. Licensee understands that in
the event any fees or royalties are due creators or artists as a result of
certain artwork or storylines, Licensee shall be responsible for the payment of
such fees and/or royalties upon invoicing therefor. Payment of artwork and any
fees associated therewith shall not be credited against any guarantee or other
amount due Dolphin. In addition, Licensee may produce directly or through other
persons approved by Dolphin, any artwork Licensee needs in connection with this
license and, subject to obtaining Dolphin's approval hereunder, may reproduce
and use such artwork for the purposes set forth in, and subject to the
limitations imposed by, this Agreement. No such artwork may be reproduced or
used unless the copyright and trademark notices required herein are included
thereon. All artwork involving the Property, or any reproduction thereof, and
all copyrights therein shall, notwithstanding its creation or use by Licensee or
other persons for Licensee, be and remain solely the property of Dolphin and
Dolphin shall be entitled to use the same and to license the use of the same by
others. Any reproduction or use of such artwork shall be on a non-exclusive
basis. Licensee shall obtain and promptly furnish to Dolphin an agreement
substantially in the form attached hereto as Schedule D signed by each person
who creates, prepares or produces for or on behalf of Licensee (whether as an
employee, an independent contractor or otherwise) any artwork involving the
Property or any reproduction thereof, stating that such artwork is a work made
for hire for Licensee under the U.S. Copyright Laws and acknowledging that such
person has no copyright or other rights of any kind in or to such artwork.
Licensee shall be deemed to have automatically assigned to Dolphin all
copyrights in such artwork created by or for Licensee. Further, Licensee shall
execute any instruments requested by Dolphin to accomplish or confirm the
foregoing assignment, and hereby irrevocably appoints Dolphin as its
attorney-in-fact to execute such instruments if Licensee does not do so.

9.   PROMOTION

         Dolphin shall have the right, but shall not be under any obligation, to
use the Property and/or the name of Licensee so as to give the Property,
Licensee, Dolphin and/or programs connected with the Property full and favorable


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prominence and publicity. If the DDM Websites and Related Products or Services
appear in any film, television series or other item produced by or under
authority of Dolphin, there shall be no obligation by Dolphin to discontinue use
of such film or any part thereof at the expiration or termination of this
license and such continued use shall in no way be construed as an extension of
the Term hereof or of this license.

10.  DISTRIBUTION AND ADVERTISING

         Licensee shall diligently and continuously use its best efforts during
the entire Term of this license to take all commercially reasonably steps to
adequately promote the DDM Websites and Related Products and Services with the
objective of expanding its sales hereunder to achieve the highest gross revenues
practicably obtainable and to compete with any similar businesses, products or
services. Licensee shall offer the DDM Websites and Related Products and
Services at a competitive price and not on an approval, tie-in, consignment or
`sale or return' basis. Licensee acknowledges that it has no right to and shall
not, without prior written consent of Dolphin, sell or distribute any products
or services to anyone whose sales or distribution are or will be made for
publicity, promotional or tie-in purposes, combination sales, premiums,
giveaways, vending machines, or similar methods of merchandising, or whose
business methods are or are reported to be questionable.

11.  TERMINATION

a.   In the event of failure by Licensee to furnish the royalty payments and/or
     Royalty Reports required hereunder, Dolphin shall have the right to
     terminate this license upon thirty (30) days' notice in writing, which such
     notice states with specificity the event of failure, and such notice of
     termination shall become effective unless, within such thirty (30) day
     period, Licensee shall completely remedy the breach and furnish the
     required payments and/or Royalty Reports. In the event Licensee fails to
     submit samples prior to production or sale of the Licensed Articles in
     accordance herewith, or failure by Licensee to obtain Dolphin's written
     approval of the samples submitted by Licensee in accordance herewith, this
     Agreement will automatically terminate with no prior notice to Licensee
     being required.

b.   Change in Character of Licensee. It is understood that the grant of the
     license herein by Dolphin is premised upon the present character and
     composition of Licensee's management and Licensee's general good standing
     and reputation in the business community, and is therefore personal to
     Licensee. In the event of the sale or transfer of a substantial portion of
     the assets of Licensee's business or of a change in the controlling
     interest in Licensee's business or of a merger or consolidation of
     Licensee's business with any other entity, or in the event of substantial
     change in the management of Licensee or of Licensee's property being
     expropriated, confiscated or nationalized by the government, or in the
     event of the de facto control of Licensee or of any its subdivisions or
     agencies being assumed by a government, or government agency or
     representative, Dolphin may, at its option, terminate this license on
     thirty (30) days' written notice to Licensee. Notwithstanding the
     generality of the foregoing, Dolphin agrees that this section shall not
     apply to any sale of all of the capital stock of Licensee to Logica
     Holdings, Inc. made within one hundred and twenty (120) days from the date
     hereof.


                                       10
<PAGE>

c.   Trade Introduction. In the event of failure by Licensee to launch a DDM
     Website within one hundred and twenty (120) days from the date hereof,
     without cause reasonably acceptable to Dolphin, Dolphin shall have the
     right to terminate this license upon thirty (30) days notice in writing,
     and such notice of termination shall become effective unless, within said
     thirty (30) day period, Licensee shall remedy the violation and comply with
     all conditions, and reasonably satisfy Dolphin that it has done so.

d.   Other Breach. Except as otherwise specifically set forth in this Agreement,
     if Licensee shall violate, breach or be in default of any of its covenants
     or obligations under this Agreement or shall use bad faith in carrying out
     the provisions of this Agreement, Dolphin, in addition to all other rights,
     also shall have the right to terminate this license upon thirty (30) days
     written notice, and such notice of termination shall become effective
     within said thirty (30) day period, unless Licensee shall completely remedy
     the violation and satisfy Dolphin that all reasonable steps have been taken
     to prevent reoccurrence.

12.  OBLIGATIONS ON EXPIRATION OR TERMINATION

a.   Reversion of Right. Immediately upon the expiration or termination of this
     license for any cause whatsoever, all the rights granted to Licensee
     hereunder shall cease and revert to Dolphin, who shall be free to license
     others to use any or all of the rights granted herein effective on and
     after such date of expiration or termination. To this end, Licensee will be
     deemed to have automatically assigned to Dolphin upon such expiration or
     termination, all copyrights, trademark and service mark rights, equities,
     good will, titles and other rights in or to the Property and all websites,
     adaptations, compilations, modifications, translations and versions
     thereof, and (except for Licensee's house mark) all other trademarks and
     service marks used in connection therewith which have been or may be
     obtained by Licensee or which may vest in Licensee and which have not
     already been assigned to Dolphin. Licensee shall upon the expiration or
     termination of this license execute any instruments requested by Dolphin to
     accomplish or confirm the foregoing, and hereby irrevocably appoints
     Dolphin as its attorney-in-fact to execute such instruments if Licensee
     does not do so. Any such assignment shall be without other consideration
     than the mutual covenants and considerations of this Agreement. In
     addition, upon and after such expiration or termination of this license for
     whatever reasons, Licensee will, except as specifically provided in this
     Section, forthwith refrain from further use of the Property or Dolphin's
     name, or any further reference to any of them, direct or indirect, or of
     anything deemed by Dolphin to be similar to the Property.

b.   Return of Artwork. Upon termination or expiration of this Agreement for any
     reason whatsoever, Licensee shall return to Dolphin all artwork, including
     but not limited to all reproductions and all artwork specially produced for
     Licensee by Dolphin or others, whether or not paid for by Licensee.

c.   No Release. The termination or expiration of this license shall not release
     any party of any obligation to pay any monies that became due or owing or
     arose out of any transaction prior to the date of termination or
     expiration, and all royalties on sales or shipments theretofore made shall
     become immediately due and payable.


                                       11
<PAGE>

d.   Inventory. Fifteen (15) days before the expiration of this license and, in
     the event of its termination, fifteen (15) days after receipt of notice of
     termination or the happening of the event which terminates this license
     where no notice is required, a statement executed by an officer of Licensee
     certifying the number and description of any Related Products in inventory
     or in process shall be furnished by Licensee to Dolphin. Dolphin shall have
     the right to take a physical inventory to ascertain or verify such
     inventory and statement, and Licensee's failure to furnish such statement
     or the refusal by Licensee to submit to such physical inventory shall
     forfeit Licensee's right to dispose of such Licensed Articles as provided
     in this Section.

e.   Disposal. After expiration of this license, for a period of four (4) months
     thereafter (the "Disposal Period"), Licensee may, except as otherwise
     provided in this Agreement, dispose of, on a nonexclusive basis, and in
     compliance with all of the terms and condition hereof, those products which
     are on hand or in process at expiration or termination, provided royalties
     with respect to such calendar quarter are paid and Royalty Reports are
     furnished for such calendar quarter in accordance with Section 5 hereof.
     Notwithstanding anything to the contrary herein, Licensee shall not sell or
     dispose of any Licensed Articles after termination of this Agreement
     pursuant to Section 11.

f.   Undisposed Products. Upon expiration or termination of this license, or
     upon the expiration of Disposal Period, title to all remaining Related
     Products, if any, and all tags, labels, packaging, advertising, promotional
     and display materials therefor, and all molds, plates, engravings and/or
     mechanicals used to make any such merchandise or products or any of the
     aforesaid materials, shall be deemed to have automatically vested in
     Dolphin. Licensee shall immediately deliver such remaining products,
     materials, and items to Dolphin at no expense to Dolphin and Dolphin shall
     have the right to enter the business premises of Licensee and take
     possession of them or Licensee shall destroy such products, materials and
     items if so requested by Dolphin, and shall furnish Dolphin with a
     certificate of destruction executed by an officer of Licensee.

13.  REMEDIES

a.   General. In addition to the right to terminate, Dolphin may, upon any
     default by Licensee, take whatever action it deems reasonably necessary to
     protect its rights and interests hereunder, and termination of this license
     shall be without prejudice to any rights or remedies that Dolphin may
     otherwise have against Licensee.

b.   Use after Termination, etc. Licensee acknowledges that its failure to cease
     the use of the Property or to cease the operation of any DDM Website and
     sale and/or distribution of Related Products and Services at the
     termination or expiration of this license, except as expressly provided
     herein, will result in immediate and irreparable damage to Dolphin and to
     the rights of any subsequent licensee. Licensee acknowledges and admits
     that there is no adequate remedy at law for such failure, and Licensee
     agrees that in the event of such failure, Dolphin shall be entitled to
     injunctive relief and such other and further relief as any court with
     jurisdiction may deem just and proper.


                                       12
<PAGE>

c.   Interest, Damages and Cost. In the event Licensee shall default in the
     payment of monies required to be paid to Dolphin hereunder, in addition to
     any remedies which Dolphin may have at law or in equity to recover any such
     monies as may be due and owing, Dolphin shall be entitled to receive from
     Licensee interest on such monies as may be owing from the date of default
     at a rate equal to [one percent (1%) above the prime lending rate charged
     by Dolphin's bank on the date of default]. In the event that Licensee is in
     breach or default hereof, then Licensee shall be responsible for the
     damages and expenses caused Dolphin thereby, including attorneys' fees,
     incurred by Dolphin to enforce any of its rights hereunder, such as, for
     example, the seeking of a temporary restraining order or an injunction, or
     the obtaining of damages.

14.  GENERAL

a.   Integrity of Agreement. This Agreement contains and embodies the entire
     agreement and understanding of the parties concerning the subject matter
     hereof. No warranties, representations, understandings, inducements
     promises, guarantees, agreements or conditions, express or implied, not
     expressly contained herein, have been made or shall be enforceable by
     either party concerning the subject matter hereof or any relationship
     between the parties. Nothing contained herein shall be deemed an express or
     implied warranty on the part of Dolphin that efforts to gain copyright,
     trademark or service mark registration will be successful, or that the
     Property has or will in the future have any commercial value, and it is
     understood that no liability shall attach to Dolphin for any failure to
     secure such registration, nor shall there be any modification hereof for
     such reason.

b.   Relationship Between the Parties. The relationship between the parties
     hereto is that of licensor and licensee, and this Agreement is not to be
     construed as creating a partnership, joint venture, master-servant,
     principal-agent, or other relationship for any purpose whatsoever. Except
     as may be expressly provided herein, neither party may be held liable for
     the acts either of omission or commission of the other party, and neither
     party is authorized to or has the power to obligate or bind the other party
     by contract, agreement, warranty, representation or otherwise in any manner
     whatsoever.

c.   Force Majeure. Licensee and Dolphin shall be released from their
     obligations hereunder and this license shall terminate with respect to such
     territory, field or part thereof as to which governmental regulations or
     other causes arising out of a state of national emergency renders
     performance impossible and one party so informs the other in writing of
     such causes and its desire to be released. In such event, all royalties on
     sales theretofore made with respect to such territory, field or part and
     all guarantees, prorated until the time of termination, shall, become
     immediately due and.

d.   Mailing Addresses. All notices, reports and statements to be given and all
     payments to be made hereunder, shall be given or made by first class,
     Registered or Certified mail at the respective addresses of the parties as
     set forth above, unless notification of a change of address is given in
     writing, and the date of mailing, as post-marked, shall be deemed the date
     the notice, report or statement is given. The mailing of a notice by
     Registered or Certified mail shall constitute notice hereunder even in the
     event of non-receipt or refusal to accept by addressee.


                                       13
<PAGE>

e.   Survival and Separability. Notwithstanding anything to the contrary herein,
     all provisions hereof are hereby limited to the extent mandated by any
     applicable law or decisions. If any one or more paragraphs, clauses or
     other portions hereof should ever be determined to be illegal invalid or
     otherwise unenforceable by a court of competent jurisdiction or be illegal,
     invalid or invalidated or unenforceable within any jurisdiction by reason
     of any existing law or statute, then to that extent and within the
     jurisdiction in which it is illegal, invalid or unenforceable it shall be
     limited, construed or severed and deleted herefrom, and the remaining
     extent and/or remaining portions hereof shall survive, remain in full force
     and effect and continue to be binding and shall not be affected except
     insofar as may be necessary to make sense hereof, and shall be interpreted
     to give effect to the intention of the parties insofar as that is possible.

f.   Assignment or Sublicense. This Agreement and the license rights granted
     hereunder are personal to Licensee and shall not in any manner whatsoever
     be assigned, sublicensed, hypothecated, mortgaged, divided or otherwise
     encumbered by Licensee to or with any other person or entity without
     Dolphin's prior written consent which it may withhold in its sole
     discretion but no such assignment by Licensee shall release Licensee from
     any of its obligations or liabilities hereunder. This Agreement and the
     provisions hereof shall be binding at all times upon and inure to the
     benefit of the parties hereto, their successors and permitted assigns. Any
     attempted assignment in violation of the provisions hereof shall be void ab
     initio and the assignee shall obtain no rights by reason thereof.

g.   Construction and Jurisdiction. This Agreement shall be construed and
     interpreted in accordance with the laws of the State of Florida applying to
     contracts fully executed and performed in Florida. Licensee agrees to
     submit to jurisdiction in the courts (both Federal and State) of the State
     of Florida for any action brought by Dolphin or Licensee hereunder, to
     bring no action in any other Court, and Licensee further agrees to accept
     service of process by mail at its above written address, and Licensee also
     designates the Secretary of State of Florida and the state of Licensee's
     incorporation (if different) to accept service of process by mail on behalf
     of Licensee. The titles and headings of the sections, subsections and other
     divisions of this Agreement are inserted merely for convenience and
     identification and shall not be used or relied upon in connection with the
     construction or interpretation of this Agreement.

h.   No Waiver. None of the provisions hereof shall be deemed to be waived or
     modified, nor shall they be renewed, extended, altered, changed or modified
     in any respect except by an express agreement in writing duly executed by
     the party against whom enforcement of such waiver, modification, etc. is
     sought. The failure of either party hereto to object to the failure on the
     part of the other party to perform any of the terms, provisions or
     conditions hereof or to exercise any option herein given or to require
     performance on the part of the other party of any term, provision or
     condition hereof, or any delay in doing so, or any custom or practice of
     the parties at variance therewith, shall not constitute a waiver or
     modification hereof or of any subsequent breach or default of the same or a
     different nature, nor affect the validity of any part hereof, nor the right
     of either party thereafter to enforce the same, nor constitute a novation
     or laches.

                            [Signatures on Next Page]


                                       14
<PAGE>


         IN WITNESS WHEREOF, and intending to be legally bound thereby the
parties hereto have caused this instrument to be duly executed as of the day and
year first above written.



LICENSOR:
DOLPHIN ENTERTAINMENT, INC.


By:      ___________________________
         Name:    Bill O'Dowd
         Title:   President and CEO
         Date:


LICENSEE:
DOLPHIN DIGITAL MEDIA, INC.


By:      ______________________________
         Name:    Bill O'Dowd
         Title:   President and CEO
         Date:


Schedules:

Description of Licensed Property (Schedule A)
List of DDM Websites (Schedule B)
Royalty Report Form (Schedule C)
Work Made For Hire Agreement Form (Schedule D)





                                       15
<PAGE>


                                   SCHEDULE A
                                   ----------

                        DESCRIPTION OF LICENSED PROPERTY



"Zoey 101" (65 episodes)

"Ned's De-Classified School Survival Guide" (55 episodes)

"Roxy Hunter" TV movie franchise (4 tv movies)

"Shredderman Rules" (1 tv movie)

"Last Day of Summer" (1 tv movie)

"Gym Teacher" (1 upcoming tv movie)

"Spectacular" (1 upcoming tv movie musical)

"Soul Surfer:  The Bethany Hamilton Story" (1 upcoming feature film)

"Millennium Kiss" (1 upcoming feature film)






                                       16
<PAGE>


                                   SCHEDULE B
                                   ----------

                              LIST OF DDM WEBSITES










                                       17
<PAGE>


                                   SCHEDULE C
                                   ----------

                           DOLPHIN ENTERTAINMENT, INC.

                                 ROYALTY REPORT



Contract #

Licensee Name:    _______________________      All Product Codes:

Contact Person:   _______________________

Phone Number:     _______________________      All Character Codes:

Fax Number:       _______________________      Period Covered: From:____ To: ___



                               ROYALTY INFORMATION

      ====================================================================

      ====================================================================
        Units Sold         Description      Unit Price By    Gross Sales
                                            Item Dollars




      ====================================================================

      ====================================================================


Total Royalties Earned     __________________________

Balance Due Dolphin        __________________________

Prepared By:               __________________________
                                 (please print)

Check Enclosed For:        $_________________________

PLEASE REMIT TO:           [INSERT PAYMENT REMITTANCE INFORMATION]




                                       18
<PAGE>

                                   SCHEDULE D
                                   ----------

                        FORM OF WORK MADE FOR HIRE LETTER

AGREEMENT made this ___ day of ______, 200[8], between [ENTER INFORMATION]
residing at (herein "Supplier") and Dolphin Digital Media, Inc., a Florida
corporation (herein "DDM").

Reference is hereby made to that certain Intellectual Property License Agreement
(the "Master License Agreement") by and between DDM, as licensee, and Dolphin
Entertainment, Inc. ("Dolphin"), as licensor of certain intellectual property
rights relating in Dolphin's [NAME OF PRODUCTION OR PRODUCTIONS], including
names, characters, stories, storylines, plots, dialogue, incidents, episodes,
language, artwork, symbols, logos, designs, depictions, likenesses, formats,
poses, concepts, themes, and graphic photographic, video, and other visual and
audio representations (collectively, the "Property"). The use of any capitalized
terms in this Agreement which are not specifically defined herein shall have the
meaning ascribed to them in the Master License Agreement. Under the Master
License Agreement, DDM has certain rights to produce and/or market certain
merchandise based upon and utilizing the Property owned by Dolphin. Supplier
wishes to have DDM order or commission either written material or art work as a
contribution to a collective Work to be used by DDM pursuant to the license from
Dolphin. Dolphin has informed DDM that Dolphin will permit the preparation of
such written material or art work only if it is commissioned on a work
made-for-hire basis and ultimately owned by Dolphin as part of the Property.

THEREFORE, the parties agree as follows:

In consideration of DDM's commissioning and ordering from Supplier written
material or art work and paying therefor, Supplier acknowledges, agrees and
confirms that any and all work, writing, art work material or services,
including all notes, sketches, drafts, etc. therefor (the "Work") which have
been or are in the future created, prepared or performed by or on behalf of
Supplier for DDM involving, based upon, utilizing, derived from, incorporating
or referring to the Property have been and will be specially ordered or
commissioned for use as a contribution to a collective work; that the Work was
produced under the supervision and control and pursuant to the direction of DDM
pursuant to the Master License Agreement; and that as such, the Work was and is
expressly agreed to be considered a work made for hire pursuant to all copyright
laws applicable to the Work.

Supplier expressly grants to Licensee, as agent for and on behalf of Dolphin,
forever all worldwide rights of any kind and nature in and to the Work and
agrees that as between Supplier and DDM, DDM is the sole and exclusive copyright
proprietor thereof throughout the world, subject to the Master License
Agreement. Supplier perpetually agrees (i) not to contest DDM's or Dolphin's
exclusive, complete and unrestricted ownership in and to the Work, (ii) not to
claim any ownership in the Work; (iii) not to use or exploit or claim the right
to use or exploit the Work in any manner; and (iv) not to object to any
exploitation or use of the Work or to any changes, modifications, or revisions
to the Work made by or on behalf of DDM or Dolphin, and Supplier hereby waives
any moral rights of any kind or nature in the Work.


                                       19
<PAGE>


This Agreement shall be binding upon and inure to the benefit of the parties
hereto and to the benefit of Dolphin, and their respective heirs, successors,
administrators and assigns.

In WITNESS WHEREOF, the parties hereto have executed this Agreement as the date
first above written.

Supplier:                                      DOLPHIN DIGITAL MEDIA, INC.:

By:  __________________________                By:  __________________________

     Name:                                          Name:
     Title:                                         Title:
     Date:                                          Date:












                                       20