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                                                                 Exhibit 10.46

                                         

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                          SOUND SOURCE INTERACTIVE, INC.
                            INDEMNIFICATION AGREEMENT


    This Indemnification Agreement ("Agreement") is effective as  of October 
1, 1996, by and between Sound Source Interactive, Inc., a Delaware 
corporation (the "Company"), and Ernest T. Klinger ("Indemnitee").

                              W I T N E S S E T H: 


    WHEREAS, the Company and Indemnitee recognize the increasing difficulty in
obtaining liability insurance for its officers and directors, the significant
increases in the cost of such insurance and the general reductions in the
coverage of such insurance; and

    WHEREAS, the Company and Indemnitee further recognize the substantial
increase in corporate litigation, subjecting officers and directors to expensive
litigation risks at the same time as the availability and coverage of liability
insurance has been severely limited; and

    WHEREAS, Indemnitee does not regard the current protection available as 
adequate under the present circumstances, and the Indemnitee and other 
officers and directors of the Company may not be willing to continue to serve 
in such capacities without additional protection; and 

    WHEREAS, the Company desires to attract and retain the services of highly 
qualified individuals, such as Indemnitee, to serve the Company and, in part, 
in order to induce Indemnitee to continue to provide services to the Company, 
wishes to provide for the indemnification and advancing of expenses to 
Indemnitee to the maximum extent permitted by law.

    NOW, THEREFORE, in consideration for Indemnitee's agreement to continue 
to serve the company, the Company and Indemnitee hereby agree as follows:

    1.   Indemnification.

         (a)  Indemnification of Expenses.  The Company shall indemnify 
Indemnitee to the fullest extent permitted by law if Indemnitee was or is or 
becomes a party to or witness or other participant in, or is threatened to be 
made a party to or witness or other participant in, any threatened, pending 
or completed action, suit, proceeding or alternative dispute resolution 
mechanism, or any hearing, inquiry or investigation that Indemnitee in good 
faith believes might lead to the institution of any such action, suit, 
proceeding or alternative dispute resolution mechanism, whether civil, 
criminal, administrative, investigative or other (hereinafter a "Claim") by 
reason of (or arising in part out of) any event or occurrence related to the 
fact that Indemnitee is or was a director, officer, employee or agent of the 
Company, or any subsidiary of the Company, or is or was serving at the 
request of the Company as a director, officer, employee or agent of another 
corporation, partnership, joint venture, trust or other enterprise, or by 
reason of any action or inaction on the part of Indemnitee while serving in 
such capacity (hereinafter an "Indemnifiable Event") against any and all 
expenses (including attorneys' fees and all other costs, expenses and 
obligations incurred in connection with investigating, defending, being a 
witness in or participating in (including an appeal), or preparing to defend, 
be a witness in or participate in, any such action, suit, proceeding, 
alternative dispute resolution mechanism, hearing, inquiry or investigation), 
judgments, fines, penalties and amounts paid in settlement (if such 
settlement is; approved in advance by the Company, which approval shall not 
be unreasonably withheld) of such Claim and any federal, state, local or 
foreign taxes imposed on the Indemnitee as a result of the actual or deemed 
receipt of any payments under this Agreement (collectively, hereinafter 
("Expenses"),


<PAGE>


including all interest, assessments and other charges paid or payable in 
connection with or in respect of such Expenses.  Such payment of Expenses 
shall be made by the Company as soon as practicable but in any event no later 
than five days after written demand by Indemnitee therefor is presented to 
the Company.

         (b)  Reviewing Party.  Notwithstanding the foregoing, (i) the 
obligation of the Company under Section 1(a) shall be subject to the 
condition that the Reviewing Party (as described in Section 10(e) hereof) 
shall not have determined (in a written opinion in any case in which the 
Independent Legal Counsel referred to in section 1(c) hereof is involved) 
that Indemnitee would not be permitted to be indemnified under applicable 
law, and (ii) the obligation of the Company to make an advance payment of 
Expenses to Indemnitee pursuant to Section 2(a) (an "Expense Advance") shall 
be subject to the condition that, if, when and to the extent that the 
Reviewing Party shall have determined that Indemnitee would not be permitted 
to be so indemnified under applicable law, the Company shall be entitled to 
be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for 
all such amounts theretofore paid; provided, however, that if Indemnitee has 
commenced or thereafter commences legal proceedings in a court of competent 
jurisdiction to secure a determination that Indemnitee should be indemnified 
under applicable law, any determination made by the Reviewing Party that 
Indemnitee would not be permitted to be indemnified under applicable law 
shall not be binding and Indemnitee shall not be required to reimburse the 
Company for any Expense Advance until a final judicial determination is made 
with respect thereto (as to which all rights of appeal therefrom have been 
exhausted or lapsed).  Indemnitee's obligation to reimburse the Company for 
any Expense Advance shall be unsecured and no interest shall be charged 
thereon.  If there has not been a Change in Control (as defined in Section 
10(c) hereof), the Reviewing Party shall be selected by the Board of 
Directors, and if there has been such a Change in Control (other than a 
Change in Control which has been approved by a majority of the Company's 
Board of Directors who were directors immediately prior to such Change in 
Control), the Reviewing Party shall be the Independent Legal Counsel referred 
to in Section 1(c) hereof. If there has been no determination by the 
Reviewing Party or if the Reviewing Party determines that Indemnitee 
substantively would not be permitted to be indemnified in whole or in part 
under applicable law, Indemnitee shall have the right to commence litigation 
seeking an initial determination by the court or challenging any such 
determination by the Reviewing Party or any aspect thereof, including the 
legal or factual bases therefor, and the Company hereby consents to service 
of process and to appear in any such proceeding.  Any determination by the 
Reviewing Party otherwise shall be conclusive and binding on the Company and 
Indemnitee.

         (c)  Change in Control.  The Company agrees that if there is a 
Change in Control of the Company (other than a Change in Control which has 
been approved by a majority of the Company's Board of Directors who were 
directors immediately prior to such Change in Control) then with respect to 
all matters thereafter arising concerning the rights of Indemnitee to 
payments of Expenses and Expense Advances under this Agreement or any other 
agreement or under the Company's Certificate of Incorporation or Bylaws as 
now or hereafter in effect, Independent Legal Counsel, (as defined in Section 
10(d) hereof) shall be selected by Indemnitee and approved by the Company 
(which approval shall not be unreasonably withheld).  Such counsel, among 
other things, shall render its written opinion to the Company and Indemnitee 
as to whether and to what extent Indemnitee would be permitted to be 
indemnified under applicable law and the Company agrees to abide by such 
opinion.  The Company agrees to pay the reasonable fees of the Independent 
Legal Counsel referred to above and to indemnify fully such counsel against 
any and all expenses (including attorneys' fees), claims, liabilities and 
damages arising out of or relating to this Agreement or its engagement 
pursuant hereto.

         (d)  Mandatory Payment of Expenses.  Notwithstanding any other 
provision of this Agreement other than Section 9 hereof, to the extent that 
Indemnitee has been successful on the merits or otherwise, including, without 
limitation, the dismissal of an action without prejudice, 

                                    -2-

<PAGE>

in defense of any action, suit, proceeding, inquiry or investigation referred 
to in Section 1(a) hereof or in the defense of any claim, issue or matter 
therein, Indemnitee shall be indemnified against all Expenses incurred by 
Indemnitee in connection therewith.

    2.   Expenses; Indemnification Procedures.

         (a)  Advancement of Expenses.  The Company shall advance all 
expenses incurred by Indemnitee.  The advances to be made hereunder shall be 
paid by the Company to Indemnitee as soon as practicable but in any event no 
later than five days after written demand by Indemnitee therefor to the 
Company.

         (b)  Notice/Cooperation by Indemnitee.  Indemnitee shall, as a 
condition precedent to Indemnitee's right to be indemnified under this 
Agreement, give the Company notice in writing as soon as practicable of any 
Claim made against Indemnitee for which indemnification will or could be 
sought under this Agreement.  Notice to the Company shall be directed to the 
Chief Executive Officer of the Company at the address shown on the signature 
page of this Agreement (or such other address as the Company shall designate 
in writing to Indemnitee).  In addition, Indemnitee shall give the Company 
such information and cooperation as it may reasonably require and as shall be 
within Indemnitee's power.

         (c)  No Presumptions; Burden of Proof.  For purposes of this 
Agreement, the termination of any Claim by Judgment, order, settlement 
(whether with or without court approval) or conviction, or upon a plea of 
nolo contendere, or its equivalent, shall not create a presumption that 
indemnitee did not meet any particular standard of conduct or have any 
particular belief or that a court has determined that indemnification is not 
permitted by applicable law.  In addition, neither the failure of the 
Reviewing Party to have made a determination as to whether Indemnitee has not 
any particular standard of conduct or had any particular belief, nor an 
actual determination by the Reviewing Party that Indemnitee has not met such 
standard of conduct or did not have such belief, prior to the commencement of 
legal proceedings by Indemnitee to secure a judicial determination that 
Indemnitee should be indemnified under applicable law, shall be a defense to 
Indemnitee's claim or create a presumption that Indemnitee has not met any 
particular standard of conduct or did not have any particular belief.  In 
connection with any determination by the Reviewing Party or otherwise as to 
whether the Indemnitee is entitled to be indemnified hereunder, the burden of 
proof shall be on the Company to establish that Indemnitee is not so entitled.

         (d)  Notice to Insurers.  If, at the time of the receipt by the 
Company, of a notice of a Claim pursuant to Section 2(b) hereof, the Company 
has liability insurance in effect which may cover such claim, the Company 
shall give prompt notice of the commencement of such Claim to the insurers in 
accordance with the procedures set forth in the respective policies.  The 
Company shall thereafter take all necessary or desirable action to cause such 
insurers to pay, on behalf of the Indemnitee, all amounts payable as a result 
of such action, suit, proceeding, inquiry or investigation in accordance with 
the terms of such policies.

         (e)  Selection of Counsel.  In the event the Company shall be 
obligated hereunder to pay the Expenses of any Claim, the Company, if 
appropriate, shall be entitled to assume the defense of such Claim with 
counsel approved by Indemnitee, upon the delivery to Indemnitee of written 
notice of its election so to do.  After delivery of such notice, approval of 
such counsel by Indemnitee and the retention of such counsel by the Company, 
the Company will not be liable to Indemnitee under this Agreement for any 
fees of counsel subsequently incurred by Indemnitee with respect to the same 
Claim; provided that, (i) Indemnitee shall have the right to employ 
Indemnitee's counsel in any such Claim at Indemnitee's expense and (ii) if 
(A) the employment of counsel by Indemnitee has been previously authorized by 
the Company, (B) Indemnitee shall have reasonably concluded that there may 

                                   -3-

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be a conflict of interest between the Company and Indemnitee in the conduct 
of any such defense, or (C) the Company shall not continue to retain such 
counsel to defend such Claim, then the reasonable fees and expenses of 
Indemnitee's counsel shall be at the expense of the Company.

    3.   Additional Indemnification Rights; Nonexclusivity.

         (a)  Scope.  Notwithstanding any other provision of this Agreement, 
the Company hereby agrees to indemnify the Indemnitee to the fullest extent 
permitted by law, notwithstanding that such indemnification is not 
specifically authorized by the other provisions of this Agreement, the 
Company's Certificate of Incorporation, the Company's Bylaws or by statute.  
In the event of any change after the date of this Agreement in any applicable 
law, statute or rule which expands the right of a Delaware corporation to 
indemnify a member of its Board of Directors or an officer, such changes 
shall be, ipso facto, within the purview of an Indemnitee's rights, and the 
Company's obligations, under this Agreement.  In the event of any change in 
any applicable law, statute or rule which narrows the right of a Delaware 
corporation to indemnify a member of its Board of Directors or an officer, 
such changes, to the extent not otherwise required by such law, statute or 
rule to be applied to this Agreement, shall have no effect on this Agreement 
or the parties' rights and obligations hereunder.

         (b)  Nonexclusivity.  The indemnification provided by this Agreement 
shall not be deemed exclusive of any rights to which an Indemnitee may be 
entitled under the Company's Certificate of Incorporation, the Company's 
Bylaws, any agreement, any vote of stockholders or disinterested Directors, 
the General Corporation Law of the State of Delaware, or otherwise, both as 
to action in Indemnitee's official capacity and as to action in another 
capacity while holding such office.  The indemnification provided under this 
Agreement shall continue as to Indemnitee for any action taken or not taken 
while serving in an indemnified capacity even though Indemnitee may have 
ceased to serve in such capacity at the time of any action, suit or other 
covered proceeding.

    4.   No Duplication of Payments.  The Company shall not be liable under 
this Agreement to make any payment in connection with any Claim made against 
Indemnitee to the extent Indemnitee has otherwise actually received payment 
(under any insurance policy, Certificate of Incorporation, Bylaw or 
otherwise) of the amounts otherwise indemnifiable hereunder.

    5.   Partial Indemnification.  If Indemnitee is entitled under any 
provision of this Agreement to indemnification by the Company for some or a 
portion of Expenses incurred by him in connection with any Claim, but not, 
however, for the total amount thereof, the Company shall nevertheless 
indemnify Indemnitee for the portion of such Expenses to which Indemnitee is 
entitled.

    6.   Mutual Acknowledgement.  Both the Company and Indemnitee acknowledge 
that in certain instances, Federal law or applicable public policy may 
override Delaware law and prohibit the Company from indemnifying its 
directors and officers under this Agreement or otherwise.  For example, the 
Company and Indemnitee acknowledge that the Securities and Exchange 
Commission has taken the position that indemnification is not permissible for 
liabilities arising under certain federal securities laws, and federal 
legislation prohibits indemnification for certain ERISA violations.  
Indemnitee understands and acknowledges that the Company has undertaken or 
may be required in the future to undertake with the Securities and Exchange 
Commission to submit the question of indemnification to a court in certain 
circumstances for a determination of the Company's right under public policy 
to indemnify Indemnitee.

    7.   Officer and Director Liability.  The Company shall, from time to 
time, make the good faith determination whether or not it is practicable for 
the Company to obtain and maintain a policy or policies of insurance with 
reputable insurance companies providing the officers and directors of the 
Company with coverage for losses from wrongful acts, or to ensure the 
Company's performance of

                                   -4-

<PAGE>

its indemnification obligations under this Agreement.  Among other 
considerations, the Company will weigh the costs of obtaining such insurance 
coverage against the protection afforded by such coverage.  In all policies 
of director and officer liability insurance, Indemnitee shall be named as an 
insured in such a manner as to provide Indemnitee the same rights and 
benefits as are accorded to the most favorably insured of the Company's 
directors, if the Indemnitee is a director; or of the Company's officers, if 
the Indemnitee is not a director of the Company but is an officer; or of the 
Company's key employees, if Indemnitee is not an officer or director but is a 
key employee. Notwithstanding the foregoing, the Company shall have no 
obligation to obtain or maintain such insurance if the Company determines in 
good faith that such insurance is not reasonably available, the premium costs 
for such insurance are disproportionate to the amount of coverage provided, 
the coverage provided by such insurance is limited by exclusions so as to 
provide an insufficient benefit, or Indemnitee is covered by a similar 
insurance maintained by a subsidiary or parent of the Company.

    8.   Exceptions.  Any other provision herein to the contrary 
notwithstanding, the Company shall not be obligated pursuant to the terms of 
this Agreement:

         (a)  Excluded Action or Omissions.  To indemnify Indemnitee for 
acts, omissions or transactions from which Indemnitee may not be relieved of 
liability under applicable law;

         (b)  Claims Initiated by Indemnitee.  To indemnify or advance 
expenses to Indemnitee with respect to Claims initiated or brought 
voluntarily by Indemnitee and not by way of defense, except (i) with respect 
to actions or proceedings brought to establish or enforce a right to 
indemnification under this Agreement or any other agreement or insurance 
policy or under the Company's Certificate of Incorporation or Bylaws now or 
hereafter in effect relating to Claims for Indemnifiable Events, (ii) in 
specific cases if the Board of Directors has approved the initiation or 
bringing of such Claim, or (iii) as otherwise required under Section 145 of 
the Delaware General Corporation Law, regardless of whether Indemnitee 
ultimately is determined to be entitled to such indemnification, advance 
expense payment or insurance recovery, as the case may be;

         (c)  Lack of Good Faith. To indemnify Indemnitee for any expenses 
incurred by the Indemnitee with respect to any proceeding instituted by 
Indemnitee to enforce or interpret this Agreement, if a court of intent 
jurisdiction determines that each of the material assertions made by the 
Indemnitee in such proceeding was not made in good faith or was frivolous; 

         (d)  Insured Claims.  To indemnify indemnitee for expenses or 
liabilities of any type whatsoever (including, but not limited to, Judgments, 
fines ERISA excise taxes or Penalties, and amounts paid in settlement) which 
have been paid directly to Indemnitee by an insurance carrier under a policy 
of officers' and directors' liability insurance maintained by the Company or 
any parent or subsidiary of the Company; or

         (e)  Claims Under Section 16(b).  To indemnify Indemnitee for 
expenses or the payment of profits arising from the purchase and sale by 
Indemnitee of securities in violation of Section 16(b) of the Securities 
Exchange Act of 1934, as amended, or any similar successor statute.

    9.   Period of Limitation.  No legal action shall be brought and no cause 
of action shall be asserted by or in the right of the Company against 
Indemnitee, Indemnitee's estate, spouse, heirs, executors or personal or 
legal representatives after the expiration of two years from the date of 
accrual of such cause of action, and any claim or cause of action of the 
Company shall be extinguished and deemed released unless asserted by the 
timely filing of a legal action within such two-year period; provided, that 
if any shorter period of limitations is otherwise applicable to any such 
cause of action, such shorter period shall govern.

                                          -5-

<PAGE>


    10.  Construction of Certain Phrases.

         (a)  For purposes of this Agreement, references to the "Company" 
shall include, in addition to the resulting corporation, any constituent 
corporation (including any constituent of a constituent) absorbed in a 
consolidation or merger which, if its separate existence had continued, would 
have had power and authority to indemnify its officers and directors, so that 
if Indemnitee is or was an officer or director of such constituent 
corporation, or is or was serving at the request of such constituent 
corporation as a director, officer, employee or agent of another corporation, 
partnership, joint venture, employee benefit plan, trust or other enterprise, 
Indemnitee shall stand in the same position under the provisions of this 
Agreement with respect to the resulting or surviving corporation as 
Indemnitee would have with respect to such constituent corporation if its 
separate existence had continued.

         (b)  For purposes of this Agreement, references to "other 
enterprises" shall include employee benefit plans; references to "fines" 
shall include any excise taxes assessed on Indemnitee with respect to an 
employee benefit plan; and references to "serving at the request of the 
Company" shall include any service as an officer or director of the Company 
which imposes duties on, or involves services by, such officer or director 
with respect to an employee benefit plan, its participants or its 
beneficiaries and if Indemnitee acted in good faith and in a manner 
Indemnitee reasonably believed to be in the interest of the participants and 
beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have 
acted in a manner "not opposed to the best interests of the Company" as 
referred to in this Agreement.

         (c)  For purposes of this Agreement a "Change in Control" shall be 
deemed to have occurred if (i) any "person" (as such term is used in Sections 
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other 
than a trustee or other fiduciary holding securities under an employee 
benefit plan of the Company or a corporation owned directly or indirectly by 
the stockholders of the company in substantially the same proportions as 
their ownership of stock of the Company, (A) who is or becomes the beneficial 
owner, directly or indirectly, of securities of the Company representing 10% 
or more of the combined voting power of the Company's then outstanding Voting 
Securities, increases his beneficial ownership of such securities by 5% or 
more over the percentage so owned by such person, or (B) becomes the 
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or 
indirectly, of securities of the Company representing more than 20% of the 
total voting power represented by the Company's then outstanding Voting 
Securities, (ii) during any period of two consecutive years, individuals who 
at the beginning of such period constitute the Board of Directors of the 
Company and any new director whose election by the Board of Directors or 
nomination for election by the Company's stockholders was approved by a vote 
of at least two-thirds of the directors then still in office who either were 
directors at the beginning of the period or whose election or nomination or 
election was previously so approved, cease for any reason to constitute a 
majority thereof, or (iii) the stockholders of the Company approve a merger 
or consolidation of the Company with any other corporation other than a 
merger or consolidation which would result in the Voting Securities of the 
Company outstanding immediately prior thereto continuing to represent (either 
by remaining outstanding or by being converted into Voting Securities of the 
surviving entity) at least 80% of the total voting power represented by the 
Voting Securities of the company or such surviving entity outstanding 
immediately after such merger or consolidation, or the stockholders of the 
company approve a plan of complete liquidation of the Company or an agreement 
for the sale or disposition by the Company of (in one transaction or a series 
of transactions) all of substantially all of the Company's assets.

         (d)  For purposes of this Agreement, "Independent Legal Counsel" 
shall mean an attorney or firm of attorneys, selected in accordance with the 
provisions of Section 1(c) hereof, who shall not have otherwise performed 
services for the Company or Indemnitee within the last three years 

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<PAGE>

(other than with respect to matters concerning the rights of Indemnitee under 
this Agreement, or of other indemnitee under similar indemnity agreements).

         (e)  For purposes of this Agreement, a "Reviewing Party" shall mean 
any appropriate person or body consisting of a member or members of the 
Company's Board of Directors or any other person or body appointed by the 
Board of Directors who is not a party to the particular claim for which 
Indemnitee is seeking indemnification, or Independent Legal Counsel.

         (f)  For purposes of this Agreement, "Voting Securities" shall mean 
any securities of the Company that vote generally in the election of 
directors.

    11.  Counterparts.  This Agreement may be executed in one or more 
counterparts, each of which shall constitute an original.

    12.  Binding Effect; Successors and Assigns.  This Agreement shall be 
binding upon and inure to the benefit of and be enforceable by the parties 
hereto and their respective successors, assigns, including any direct or 
indirect successor by purchase, merger, consolidation or otherwise to all or 
substantially all of the business and/or assets of the company, spouses, 
heirs and personal and legal representatives.  The Company shall require and 
cause any successor (whether direct or indirect by purchase, merger, 
consolidation or otherwise) to all, substantially all, or a substantial part, 
of the business and/or assets of the Company, by written agreement in form 
and substance satisfactory to Indemnitee, expressly to assume and agree to 
perform this Agreement in the same manner and to the same extent that the 
Company would be required to perform if no such succession had taken place.  
This Agreement shall continue in effect regardless of whether Indemnitee 
continues to serve as a director or officer of the Company or of any other 
enterprise at the Company's request.

    13.  Attorneys' Fees.  In the event that any action is instituted by 
Indemnitee under this Agreement or under any liability insurance policies 
maintained by the Company to enforce or interpret any of the terms hereof or 
thereof, Indemnitee shall be entitled to be paid all Expenses incurred by 
Indemnitee with respect to such action, regardless of whether Indemnitee is 
ultimately successful in such action, and shall be entitled to the 
advancement of Expenses with respect to such action, unless as a part of such 
action a court of competent jurisdiction over such action determines that 
each of the material assertions made by Indemnitee as a basis for such action 
were not made in good faith or were frivolous.  In the event of an action 
instituted by or in the name of the Company under this Agreement to enforce 
or interpret any of the terms of this Agreement, Indemnitee shall be entitled 
to be paid all Expenses incurred by Indemnitee in defense of such action 
including costs and expenses incurred with respect to Indemnitee's 
counterclaims and crossclaim made in such action), and shall be entitled to 
the advancement of Expenses with respect to such action, unless as a part of 
such action a court having jurisdiction over such action determines that each 
of Indemnitee's material defenses to such action were made in bad faith or 
were frivolous.

    14.  Notice.  All notices, requests, demands and other communications 
under this Agreement shall be in writing and shall be deemed duly given (i) 
if delivered by hand and signed for by the party addressed, on the date of 
such delivery, or (ii) if mailed by domestic certified or registered mail 
with postage prepaid, on the third business day after the date postmarked.  
Addresses for notice to either party are as shown on the signature page of 
this Agreement, or as subsequently modified by written notice.

    15.  Consent to Jurisdiction.  The Company and Indemnitee each hereby 
irrevocably consent to the jurisdiction of the courts of the State of 
Delaware for all purposes in connection with any action or proceeding which 
arises out of or relates to this Agreement and agree that any action 
instituted under this Agreement shall be commenced, prosecuted and continued 
only in the Court of Chancery

                                    -7-

<PAGE>

of the State of Delaware in and for New Castle County, which shall be the 
exclusive and only proper forum for adjudicating such a claim.

    16.  Severability.  The provisions of this Agreement shall be severable 
in the event that any of the provisions hereof (including any provision 
within a single section, paragraph or sentence) are held by a court of 
competent jurisdiction to be invalid, void or otherwise unenforceable, and 
the remaining provisions shall remain enforceable to the fullest extent 
permitted by law. Furthermore, to the fullest extent possible, the provisions 
of this Agreement (including, without limitations, each portion of this 
Agreement containing any provision held to be invalid, void or otherwise 
unenforceable, that is not itself invalid, void or unenforceable) shall be 
construed so as to give effect to the intent manifested by the provision held 
invalid, illegal or unenforceable.

    17.  Choice of Law.  This Agreement shall be governed by and its 
provisions construed and enforced in accordance with the laws of the State of 
Delaware, as applied to contracts between Delaware residents, entered into 
and to be performed entirely within the State of Delaware, without regard to 
the conflict of laws principles thereof.

    18.  Subrogation.  In the event of payment under this Agreement, the 
Company shall be subrogated to the extent of such payment to all of the 
rights of recovery of Indemnitee, who shall execute all documents required 
and shall do all acts that say be necessary to secure such rights and to 
enable the Company effectively to bring suit to enforce such rights.

    19.  Amendment and Termination.  No amendment, modification, termination 
or cancellation of this Agreement shall be effective unless it is in writing 
signed by both the parties hereto.  No waiver of any of the provisions of 
this Agreement shall be deemed or shall constitute a waiver of any other 
provisions hereof (whether or not similar) nor shall such waiver constitute a 
continuing waiver.

    20.   Integration and Entire Agreement.  This Agreement sets forth the 
entire understanding between the parties hereto and supersedes and merges all 
previous written and oral negotiations, commitments, understandings and 
agreements relating to the subject matter hereof between the parties hereto.

    21.  No Construction As Employment Agreement.  Nothing contained in this 
Agreement shall be construed as giving Indemnitee any right to be retained in 
the employ of the Company or any of its subsidiaries.




                                     -8-


<PAGE>
    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                   SOUND SOURCE INTERACTIVE, INC.



                   By:  /s/ Vincent J. Bitetti 
                        ------------------------------------------------------
                            Vincent J. Bitetti, Chairman of the
                            Board and Chief Executive Officer

                   Address: 2985 E. Hillcrest Drive, Suite A
                            Westlake Village, California, 91362


AGREED TO AND ACCEPTED

INDEMNITEE:


/s/ Ernest T. Klinger       
------------------------------


30165 Avenida Esplendida      
------------------------------

Rancho Palos Verdes, California  90275 
---------------------------------------
(address)





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