EXECUTIVE EMPLOYMENT
AGREEMENT

     

    THIS
AGREEMENT dated as of the 8th Day of
August, 2010 to be effective as of the  24th Day of
August 2010, and amended on January 18, 2011with amendments effective on January
01, 2011(the effective date) by and between, Debut Broadcasting Corporation,
Inc., a Nevada corporation (the “Employer” or “Company”) and Ronald Heineman
(the “Executive” or “Participant”). In consideration of the mutual covenants
contained in this Agreement, the Employer agrees to employ the Executive and the
Executive agrees to be employed by the Employer upon the terms and conditions
hereinafter set forth.

     

    ARTICLE
1

    TERM OF
EMPLOYMENT

     

    1.1
       Initial Term.
  The initial term of employment hereunder shall commence as of the
effective date first written above (“Commencement Date”) and shall continue for
a period of fives year s from that date, unless terminated earlier as provided
under Article 5.

     

    1.2
       Renewal; Non- Renewal
Benefits to Executive.   At the end of the initial term of this
Agreement, and on each anniversary thereafter, the term of Executive’s
employment shall be automatically extended one additional year unless, at least
30 days prior to such anniversary, the Executive shall have delivered to the
Employer written notice that the term of the Executive’s employment hereunder
will not be extended. The Employer shall have the right to provide such
non-renewal notice to Executive, on the same terms and conditions.

     

    ARTICLE
2

    DUTIES OF THE
EXECUTIVE

     

            2.1
       Duties.   The
Executive shall be employed with the title of Chief Executive Officer with
responsibilities and authorities as are customarily performed by such position
including, but not limited to those duties as may from time to time be assigned
to Executive by the Board of Directors of Employer. Executive’s responsibilities
and authorities for operating policies and procedures are subject to the general
direction and control of the Board of Directors.

     

            2.2
       Extent and Place of
Duties.   Executive shall devote working time, efforts,
attention and energies to the business of the Employer on a full time basis and
participate in regular trips for business and meetings on behalf of the
Company.

     

            2.3        Relocation. Executive may be
requested at the discretion and need of the company to devote working time,
efforts, attention, and energies to the business of the Employer on a full time
working basis out of a radio station Regional-Cluster office for intervals of up
to six contiguous months.

     

    Should
relocation be required, employer will provide Executive with a minimum 30 days
notice of such relocation.  Executive will be provided with a one-time lump
sum relocation allowance of $1,000 (minus applicable taxes) to cover ancillary
expenses associated with this relocation.  Employer shall assume the lessor
of the monthly rent or mortgage payment on Executive’s current residence or
temporary residence until such time as the Executive sells the current residence
at a fair market value, or until such time as the six month period expire, or if
prior to six months executive is requested at the discretion and need of the
company to return.

     

    Executive
may at his or her discretion request the company to allow relocation to be
permanent.  Should company determine  upon request of executive
that it is in the best interest of the company for executive to relocate to a
radio station Regional-Cluster office on a permanent basis, a one-time lump sum
relocation allowance of an additional $7,000 (minus applicable taxes) to cover
ancillary expenses associated with relocation will be
provided.
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     
      2.4        Limitation of Executive
Power.  Executive is bound to follow all policies and procedures in
the Debut Broadcasting Employee Handbook as revised from time to time. 
During the normal course of business, Executive may be requested to sign
contracts associated with the ongoing matters of the company.  Executive
may not solely authorize the execution of any contract.  A minimum of two
signatures of any of  Chief Executive Officer, Chief Operating
Officer, or Chief Financial Officer, shall be required unless further restricted
to Board approval under the Debut Broadcasting Purchase Order Policy. 
Should Executive solely authorize the execution of any contract that becomes
disputed by the company, Executive shall assume full responsibility for any fees
incurred during such dispute, not limited to court costs, attorneys fees, and
arbitration.

     

    Executive additionally agrees to follow
the guidelines established by the Securities and Exchange Commission, the bylaws
of the Company, and the Articles of Incorporation of the Company and all
stipulations incorporated therein that limit executive power.

     

    ARTICLE
3

    COMPENSATION OF THE
EXECUTIVE

     

            3.1
       Salary.   As
compensation for services rendered under this Agreement, the Executive shall
receive a salary of $125,000 per year beginning in years one and two of this
agreement, and $150,000 per year for years three four and five of this
agreement.  Salary shall be adjusted according to regional standards for
like businesses in each year thereafter.  Executive’s salary is payable in
accordance with Employer’s normal business practices, and subject to the
deferred compensation plan. The parties agree that the salary and compensation
package will be reviewed at the end of the initial year by the Compensation
Committee of the Board of Directors.

     

            3.2        Bonus. Executive
shall be eligible for performance based bonuses.  Amounts of such bonuses
are subject to change from time to time at the discretion of the board of
directors.

     

            3.3
       Benefits. 
Executive shall be entitled to participate in all of Employer’s employee benefit
plans and employee benefits, including any retirement, pension, profit-sharing,
stock option, insurance, hospital or other plans and benefits which now may be
in effect or which may hereafter be adopted, it being understood that Executive
shall have the same rights and privileges to participate in such plans and
benefits as any other executive employee during the term of this Agreement.
Participation in any benefit plans shall be in addition to the compensation
otherwise provided for in this Agreement.

     

    The Company may lease a vehicle for the
exclusive benefit of the Executive.  Should any such lease be entered into,
the monthly expense to the Company for any vehicle shall not exceed $700. 
All lease payments shall be made directly to the lessor, and shall not be
included in the compensation of the Executive.  All vehicle and equipment
leases shall be the sole property of the company, and may be terminated by the
company at any time.  Executive’s privileges and benefits associated with
any lease shall terminate simultaneously with any termination from employment
with the Company.  Executive shall be responsible for the maintenance,
care, insurance and management of mileage on any leased vehicle.  Should
any vehicle usage by Executive result in any charge over and above the minimum
monthly leasing fee, any and all such charges shall be the responsibility of the
Executive benefiting from usage of the vehicle.

     

            3.4
       Expenses. 
Executive shall be entitled to prompt reimbursement for all reasonable expenses
incurred by Executive in the performance of his duties hereunder. Executive
shall be provided a credit card that may be utilized for any reasonable, usual,
and customary expenses that occur in the normal course of business.  All
expenses incurred by Executive, whether reimbursed or charged to company
accounts, must comply with the company purchase order policy, as amended from
time to time.

     

            3.5
       Employee Stock
Options.   Upon the Commencement Date of this Agreement and on
the anniversary of each year of this agreement thereafter, Executive shall be
granted 100,000, options to purchase common stock of the Company at the market
price on the date of such grant. Such options shall be under the Company’s 2007
Stock Incentive Plan, as amended and may consist of a combination of Incentive
and non-qualified options as are to be determined. Such options will be subject
to the provisions of the Company’s 2007 Stock Incentive Plan.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

            3.6        Deferred Compensation
Agreement  Upon the Commencement Date of this Agreement,
Executive shall agree that a portion of his or her compensation in an amount
determined from time to time by the Board shall be placed in a separate deferred
compensation account.  The deferred compensation amount shall at a maximum
be 30% of the Executive’s gross base annual salary, but shall not reduce the
Executives non-deferred compensation level from date of this agreement. 
The deferred compensation shall be credited to the Participant’s deferred
compensation account (“the Account”) on the books of the Company on the last day
of each month of each year commencing April 30, 2009.

    


    The
Account of a Participant shall consist of book entries only, and shall not
constitute a separate fund held in trust for, or as security for, the Company’s
obligation to pay the amount of the Account to the Participant.

    


            3.7        Incentive Stock Awards.
From time to time Executive may be requested to personally guarantee debt
financing on behalf of the employer.  Upon the commencement of a guarantee
agreement, Executive shall be awarded stock at the discretion of the board of
directors of the company.  On the first day of each quarter of each year of
the guarantee period thereafter, Executive shall be awarded 250,000 shares of
common stock of the Company.  Such stock awards are to be restricted for a
period of one year, and shall hold piggy-back registration rights if
un-registered at the time of issuance.

     

    ARTICLE
4

    NON-COMPETITION;
CONFIDENTIALITY

     

            4.1
       During the term of this Agreement, the
Executive may make passive investments in companies involved in industries in
which the Company operates, provided any such investment does not exceed a 5%
equity interest, unless Executive obtains consent to acquire an equity interest
exceeding 5% by a vote of a majority of the directors.

     

            4.2
       During the term of this Agreement the
Executive may maintain any existing outside Board member positions and that,
subject to Debut Board approval, which will not be unreasonably withheld, the
Executive could join additional non-competitive Boards as an Independent Board
member as well, not to exceed a total of five boards.

     

            4.3
       Except as provided in this Section 4
hereof, the Executive may not participate in any business or other areas of
business in which the Company is engaged during the term of this Agreement
except those he is currently engaged in or through and on behalf of the Company,
without the consent from a majority of the directors.

     

            4.4
       a.    The Executive
recognizes and acknowledges that the information, business, list of the
Employer’s customers and any other trade secret or other secret or confidential
information relating to Employer’s business as they may exist from time to time
are valuable, special and unique assets of Employer’s business. Therefore,
Executive agrees as follows:

     

        
            
        (1)           
That Executive will hold in strictest confidence and not disclose, reproduce,
publish or use in any manner, whether during or subsequent to this employment,
without the express authorization of the Board of Directors of the Employer, any
information, business, customer lists, or any other secret or confidential
matter relating to any aspect of the Employer’s business, except as such
disclosure or use may be required in connection with Executive’s work for the
Employer.

     

        
            
        (2)           
That upon request or at the time of leaving the employ of the Employer the
Executive will deliver to the Employer, and not keep or deliver to anyone else,
any and all notes, memoranda, documents and, in general, any and all material
relating to the Employer’s business.

     

        
            
        (3)           
That the Board of Directors of Employer may from time to time reasonably
designate other subject matters requiring confidentiality and secrecy which
shall be deemed to be covered by the terms of this Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

                         b. 
      In the event of a breach or threatened breach by
the Executive of the provisions of this paragraph 4.4, the Employer shall be
entitled to an injunction (i) restraining the Executive from disclosing, in
whole or in part, any information as described above or from rendering any
services to any person, firm, corporation, association or other entity to whom
such information, in whole or in part, has been disclosed or is threatened to be
disclosed; and/or (ii) requiring that Executive deliver to Employer all
information, documents, notes, memoranda and any and all other material as
described above upon Executive’s leave of the employ of the Employer. Nothing
herein shall be construed as prohibiting the Employer from pursuing other
remedies available to the Employer for such breach or threatened breach,
including the recovery of damages from the Executive.

     

                         c. 
      Executive hereby agrees that upon the execution
of this Agreement he will sign the Company’s standard forms of; Code of Conduct,
Confidentiality, Insider Trading Policy and Inventions agreements.

     

    ARTICLE
5

    TERMINATION OF
EMPLOYMENT

     

            5.1
       Termination.
  The Executive's employment hereunder may be terminated
without any breach of this Agreement only under the following
circumstances:

     

        
               
1.           By Executive.
  Upon the occurrence of any of the following events, this Agreement
may be terminated by the Executive by written notice to Employer:

     

        
        
        
          (1)           
if Employer makes a general assignment for the benefit of creditors, files a
voluntary bankruptcy petition, files a petition or answer seeking a
reorganization, arrangement, composition, readjustment, liquidation, dissolution
or similar relief under any law, or there shall have been filed any petition or
application for the involuntary bankruptcy of Employer, or other similar
proceeding, in which an order for relief is entered or which remains undismissed
for a period of thirty days or more, or Employer seeks, consents to, or
acquiesces in the appointment of a trustee, receiver, or liquidator of Employer
or any material part of its assets;

     

        
        
        
          (2)           
the sale by Employer of substantially all of its assets or a change of control
of over 50% of Employer;

     

        
        
        
          (3)           
a decision by Employer, approved by the Board to terminate its business and
liquidate its assets;

     

                                     (4)            a
material change in the business of the Employer, diminishing the executive’s job
function or usefulness to the Employer;

     

        
         
      2. 
      Death.   This
Agreement shall terminate upon the death of Executive.

     

     
             
     3.        Disability. 
The Employer may terminate this Agreement upon the disability of the Executive.
Executive shall be considered disabled (whether permanent or temporary as
defined by the Family Medical Leave Act as a period greater than 12 weeks and
less than 12 months) if he is incapacitated to such an extent that he is unable
to perform substantially all of his duties for Employer that he performed prior
to such incapacitation.   Employer shall provide and maintain
disability insurance for an amount equal or greater to 80% of the Executive’s
total compensation for the exclusive benefit of the Executive, his heirs, or
assigns.

     

                         4. 
       Other Termination.
  The Employer may terminate the Executive’s employment hereunder for
any reason.

     

            5.2
       Notice of
Termination.   Any termination of the Executive’s employment by
the Employer or by the Executive (other than termination pursuant to subsection
5.1.2 above) shall be communicated by written Notice of Termination to the other
party.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

            5.3
       Date of Termination.
  “Date of Termination” shall mean (i) if the Executive’s employment
is terminated by his death, the date of his death; (ii) if the Executive’s
employment is terminated for Other Termination event (“Other Termination
Event”), the date on which a Notice of Termination is received by the Executive;
and (iii) if the Executive’s employment is terminated for any other reason
stated above, the date specified in a Notice of Termination by Employer or
Executive, which date shall be no less than 30 days following the date on which
Notice of Termination is given.

     

            5.4
       Compensation Upon
Termination.

     

        
         
      1. 
          Following the termination
of this Agreement pursuant to Section 5.1, the Executive shall be entitled to
compensation only through the Date of Termination; provided, however, that
Executive may be entitled to severance as set forth in this Section
5.4.

     

        
           
    2. 
          Following the termination
of this Agreement pursuant to Section 5.1.2, Employer shall pay to Executive’s
estate the compensation which would otherwise be payable to Executive for the
six months following his death.

     

        
         
      3. 
          In the event of
disability of the Executive as described in Section 5.1.3, if Employer elects to
terminate this Agreement, Executive shall be entitled to receive compensation
through the Date of Termination plus the compensation which would otherwise be
payable to Executive for the six months following such termination for his
disability.

     

        
         
      4. 
          If  Executive
is terminated by Employer for any reason other than death or disability as set
forth in this Article 5, then Executive is entitled to severance payments equal
to the greater of the remainder of the term of this agreement, or thirty six
months compensation following the date of Termination, under this Agreement.
Such amounts being  payable at option of employer as a lump sum or
over such thirty six month periods’ normal payroll cycles.

     

        
         
      5. 
          If  Executive
terminates this Agreement as set forth in Section 5.1.1., then Executive is
entitled to severance payments equal to twelve months compensation following the
date of Termination, under this Agreement. Such amounts being payable over such
twelve month periods’ normal payroll cycles.

     

            5.5
       Other Termination
Provisions.   Executive agrees that upon termination of this
Agreement and upon reasonable request by the Board of Directors, Executive shall
resign from any then effective Board, Officer or Committee
positions.

     

            5.6        Deferred Compensation
Benefit Payments.  The Company agrees to pay the amount of the
Participant’s Account to the Participant or the Participant’s designated
beneficiary only upon the occurrence of the earliest of the
following:

     

                            1. 
     If the Participant’s employment hereunder is
terminated on or after the Participant shall have reached the age of 65, the
Company shall pay to Participant in 120 monthly installments an amount equal to
the fair market value of the assets in the Account as of such date.
Notwithstanding the foregoing, the total amount payable to the Participant shall
be appropriately increased or decreased as the case may be, but not more than
semi-annually, to reflect the appreciation or depreciation in value and the net
income or loss (if any) on the funds which remain invested in the Account. If
the Participant should die on or after his or her 65th
birthday and before the 120 monthly payments are made, the unpaid balance will
continue to be paid in installments for the unexpired portion of such 120 month
period to his or her designated beneficiary in the same manner as set forth
above.

     

                             2. 
    If the Participant’s employment hereunder is terminated
for any reason other than death and Disability, but before the Participant shall
have reached the age of 65, then the amount in the Account shall continue to be
invested or held in cash as the Board in its discretion may determine and no
payments shall be made until the Participant shall have reached the age of 65,
at which time payments shall be made in the same manner and to the same extent
as set forth in Section 5.6.1 above. Notwithstanding the foregoing, if before
reaching age 65 the Participant should die, or if before reaching age 65 the
Participant should become disabled, then payments shall be made in the same
manner and to the same extent as set forth in Section 5.6.3
below.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

                            3. 
     If  the Participant’s employment is
terminated because of Disability or death before he or he has reached the age of
65, and while he or he is in the employ of the Company, then the Company shall
make 120 monthly payments to the Participant (in the event of Disability) or the
Participant’s designated beneficiary (in the event of death) in the same manner
and to the same extent as provided in Section 5.6.1 above.

     

                            4. 
     If  both the Participant and his or her
designated beneficiary should die before a total of 120 monthly payments are
made by the Company, then the remaining value of the Account shall be determined
as of the date of the death of the designated beneficiary and shall be paid
within 60 days in one lump sum to the estate of such designated
beneficiary.

     

                            5. 
     The beneficiary referred to in this paragraph may
be designated or changed by the Participant (without the consent of any prior
beneficiary) on a form provided by the Company and delivered to the Company
before Participant’s death. If  no such beneficiary shall have been
designated, or if no designated beneficiary shall survive the Participant, a
lump sum payment shall be payable to the Participant’s estate within 60 days of
the appointment of a personal representative for the estate.

     

                            6. 
     The installment payments to be made to the
Participant under Sections 5.6.1 and 5.6.3 above shall commence on the first day
of the month next following the date of the termination of the Participant’s
employment, and the installment payments to be made to the participant under
Section 5.6.2 above shall commence on the first day of the month next following
the date on which the Participant shall have reached the age of 65. The
installment payments to be made to the designated beneficiary under the
provisions of this Section 5.6 shall commence within 60 days from the date of
death of the Participant.

     

                            7. 
     No 280G Payments. Notwithstanding the forgoing,
all sums payable hereunder shall be reduced in such manner and to such extent so
that no such payments made hereunder when aggregated with all other payments to
be made to the Participant by the Company shall be deemed an “excess parachute
payment” in accordance with Code 280G and regulations promulgated thereunder and
subject the Participant to the excise tax provided at Section 4999(a) of the
Code.

     

            5.6
       Remedies.   Any
termination of this Agreement shall not prejudice any other remedy to which the
Employer or Executive may be entitled, either at law, equity, or under this
Agreement.

     

            5.7        Default by Executive.
Any breach of this Agreement by Executive, including:

     

    1. 
Refusal to perform the duties usual and customary with the position held by the
executive,

     

    2. 
Inability to devote full time working hours to the position,

     

    3.
Conflict of interest as further described in exhibit A of this agreement
“Limited Confidentiality and Non-Compete Agreement”

     

    4. 
Violation of confidentiality as further described in exhibit A of this
agreement  “Limited Confidentiality and Non-Compete
Agreement”

     

                  5.
Sharing trade secrets as further described in exhibit B of this agreement
“Proprietary Information and Inventions Agreement”,

     

    6.
Resignation,

     

    7.
Refusal to comply with relocation according to the terms of section 2.2.3
above


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    8. Abuse
of executive power as defined in section 2.2.4 above, and/or

     

    9. 
Violation of any other terms of the agreement.

     

    Shall be
considered voluntary termination by executive, relieving employer of all duties
and liabilities payable to Executive.  Such termination, not within the
guidelines set forth in section 5.1.1 above, shall further constitute forfeiture
of the full balance of the Executive’s deferred compensation
account.

     

    ARTICLE
6

    INDEMNIFICATION

     

            To
the fullest extent permitted by applicable law, Employer agrees to indemnify,
defend and hold Executive harmless from any and all claims, actions, costs,
expenses, damages and liabilities, including, without limitation, reasonable
attorneys’ fees, hereafter or heretofore arising out of or in connection with
activities of Employer or its employees, including Executive, or other agents in
connection with and within the scope of this Agreement or by reason of the fact
that he is or was a director or officer of Employer or any affiliate of
Employer. To the fullest extent permitted by applicable law, Employer shall
advance to Executive expenses of defending any such action, claim or proceeding.
However, Employer shall not indemnify Executive or defend Executive against, or
hold him harmless from any claims, damages, expenses or liabilities, including
attorneys’ fees, resulting from the gross negligence or willful misconduct of
Executive. The duty to indemnify shall survive the expiration or early
termination of this Agreement as to any claims based on facts or conditions
which occurred or are alleged to have occurred prior to expiration or
termination.

     

    ARTICLE
7

    GENERAL
PROVISIONS

     

            7.1
       Governing Law. 
This Agreement shall be governed by and construed in accordance with the laws of
the State of Tennessee.

     

            7.2
       Arbitration. 
Any controversy or claim arising out of or relating to this Agreement or the
breach thereof shall be settled by arbitration in the City and County
of  Davidson, Tennessee in accordance with the rules then existing of
the American Arbitration Association and judgment upon the award may be entered
in any court having  jurisdiction thereof.

     

            7.3
       Entire Agreement.
  This Agreement supersedes any and all other Agreements, whether oral
or in writing, between the parties with respect to the employment of the
Executive by the Employer. Each party to this Agreement acknowledges that no
representations, inducements, promises, or agreements, orally or otherwise, have
been made by either party, or anyone acting on behalf of any party, that are not
embodied in this Agreement, and that no agreement, statement, or promise not
contained in this Agreement shall be valid or binding.

     

            7.4
       Successors and
Assigns.   This Agreement, all terms and conditions hereunder,
and all remedies arising herefrom, shall inure to the benefit of and be binding
upon Employer, any successor in interest to all or substantially all of the
business and/or assets of Employer, and the heirs, administrators, successors
and assigns of Executive. Except as provided in the preceding sentence, the
rights and obligations of the parties hereto may not be assigned or transferred
by either party without the prior written consent of the other
party.

     

            7.5
              
Notices. 
For purposes of this Agreement, notices, demands and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have
been duly given when delivered or mailed by United States registered mail,
return receipt requested, postage prepaid, addressed as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Executive:

     

    Ronald
Heineman

     

    Employer:

    Debut
Broadcasting Corporation, Inc

     

    With a


    copy
to:      James
Freeman and Associates, PLLC

     

    or to
such other address as either party may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.

     

            7.6
       Severability. 
If any provision of this Agreement is prohibited by or is unlawful or
unenforceable under any applicable law of any jurisdiction as to such
jurisdiction, such provision shall be ineffective to the extent of such
prohibition without invalidating the remaining provisions hereof.

     

           
7.7        Section Headings.
  The section headings used in this Agreement are for convenience only
and shall not affect the construction of any terms of this
Agreement.

     

            7.8
       Survival of
Obligations.   Termination of this Agreement for any reason
shall not relieve Employer or Executive of any obligation accruing or arising
prior to such termination.

     

            7.9
       Amendments. 
This Agreement may be amended only by written agreement of both Employer and
Executive.

     

            7.10      Counterparts. 
This Agreement may be executed in one or more counterparts, each of which shall
constitute an original but all of which, when taken together, shall constitute
only one legal instrument. This Agreement shall become effective when copies
hereof, when taken together, shall bear the signatures of both parties hereto.
It shall not be necessary in making proof of this Agreement to produce or
account for more than one such counterpart.

     

            7.11      Fees and Costs.
  If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorneys’ fees, costs and necessary disbursements in addition to any
other relief to which that party may be entitled.
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    IN
WITNESS WHEREOF, Employer and Executive enter into this Executive Employment
Agreement effective as of the date first set forth above.

     

    
      
        
          
            
              	 
      	
                      Debut
      Broadcasting Corporation, Inc. - "EMPLOYER"

                    
	 
      	 
      
	 
      	
                      By

                    	 
      
	 
      	
                      Name
       Harry Lyles

                    
	 
      	
                      Title
       Chairman of the Compensation
Committee

                    


            

          

        

      

       

      
        
          
            
              
                
                  
                    	 
      	
                            Ronald
      Heineman - "EXECUTIVE"

                          
	 
      	 
      
	 
      	
                            Signed
       

                          	 
      
	 	 	 
      Ronald Heineman,
Individually 


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
A

     

    LIMITED CONFIDENTIALITY AND
NON-COMPETE AGREEMENT

     

    This
AGREEMENT is by and
between Debut Broadcasting Corporation, Inc  and any and all of their
predecessors, successors, assigns, subsidiaries, parents, affiliates and their
respective directors, officers, employees, agents, attorneys and
representatives, past, present or future (“the Company”) and Ronald Heineman
(“Heineman”).

     

    WHERE AS, Heineman serves as
Chief Executive Officer of Debut Broadcasting Corporation, and

     

    WHEREAS, the Company and
Heineman deem it desirable to execute a written document setting forth certain
agreements to become effective as of the date of execution of Heineman’
Executive Employment Agreement with the Company,

     

    NOW THEREFORE, in
consideration of the promises and mutual obligations set forth in this
Agreement, the Company and Heineman agree as follows:

     

    
      	
              I.

            	
              Consideration.

            


    

     

    Beginning
January 1, 2011, and for a period of five (5) years thereafter, Heineman shall
be eligible and responsible for the rights and responsibilities incorporated
herein by reference to the Executive Employment Agreement by and between
Heineman and Debut Broadcasting Corporation.  Such consideration shall
automatically extend and renew at each renewal period of the Executive
Employment Agreement.

     

    
      	
              II.

            	
              Limited Release and
      Waiver.

            


    

     

    Except as
described below, and except for the Company’s obligations to Heineman under this
Agreement, in consideration of the benefits described in Section I above, and
other good and valuable consideration, the receipt and sufficiency of which
Heineman acknowledges by her signature on this Agreement, Heineman does, for
herself, her heirs, personal representatives, agents and assigns, fully,
absolutely, and unconditionally hereby release the Company from any and all
claims, demands, liabilities, causes of action, and fees (including attorneys’
fees), whether known or unknown, up to the time the Heineman signs this
Agreement, that could be subject of a lawsuit, including, but not limited to,
those arising out of or in any way related to Heineman’ employment and/or
resignation from employment by the Company. Heineman acknowledges that the
released and waived claims include, but are not limited to, those arising out of
or related to the Age Discrimination in Employment Act of 1967, Title VII of the
Civil Rights Act of 1864, the Civil Rights Act of 1866 and 1871, the Americans
with Disabilities Act of 1990, the Tennessee Human Rights Act, the Family and
Medical Leave Act of 1993, and the Employee Retirement Income Security Act of
1974, all as amended, as well as claims of negligence, tort, breach of contract,
or those arising under any other federal or state or local statute, ordinance,
regulation, or common law. Nothing in this Agreement will operate to waive or
release any claim, etc. that arises only after the signing of this Agreement.
Notwithstanding the foregoing, nothing in this Agreement shall operate or be
construed to release, waive, relinquish, modify, or diminish, in any way,
Heineman’ rights and claims to receive from the Company the specified
compensation, stock, and benefits, and any other compensation, stock, and
benefits to which Heineman is entitled under any agreement, under the terms of
his employment by the Company or by operation of law except as set forth above,
all of which compensation, stock, and benefits the Company hereby expressly
acknowledges and agrees that Heineman is entitled to receive, and that the
Company shall pay, convey, grant, or provide to Heineman.

     

    
      	
              III.

            	
              Limited Confidentiality and
      Non-Disclosure.

            


    

     

    Except as
stated below, in order to protect the legitimate interests of the Company,
Heineman agrees that he will not disclose to any other persons or entities,
directly or indirectly, any proprietary information relating to the Company’s
business and/or financial plans or other confidential business information
and/or trade secrets of the Company which Heineman received or to which Heineman
was given access during her employment with the Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    However,
with the concurrence of the Board of Directors of Debut Broadcasting
Corporation, this obligation of confidentiality and non-disclosure shall not
apply to mutually agreed statements concerning the existence, subject matter,
content, or substance of this Agreement, nor shall it apply to Heineman’
disclosure of information to attorneys and/or financial or tax consultants from
whom Heineman seeks advice.

     

    If the
confidentiality provisions of this Agreement are violated by Heineman or someone
to whom Heineman discloses confidential information, then Heineman will be
responsible for all reasonable enforcement costs, including, but not limited to,
actual and reasonable attorney’s fees.

     

    Heineman
agrees that he shall not engage in other outside business interests without the
prior approval of the Debut Broadcasting Board of Directors. 
Notwithstanding, Heineman agrees that this obligation of confidentiality and
non-disclosure shall apply in all other business interests that Heineman may now
be involved in, or may become involved in at a future time.

     

    Notwithstanding
any other provisions of this Agreement, Heineman understands that nothing in
this Agreement, including the remedy provisions for any breach by Heineman, will
apply to any action brought by her to challenge the validity of this Agreement
in a legal proceeding under the Older Workers Benefit Protection Act with
respect to claims under the Age Discrimination in Employment Act.

     

    
      	
              IV.

            	
              Effect of Heineman’ Voluntary
      Termination From Employment.

            


    

     

    Heineman
acknowledges and agrees that as the result of any voluntary decision to resign
and the Company’s agreement to accept her decision to resign, employment with
the Company will cease on the effective date of the resignation. Heineman
understands and agrees that he will not in the future seek, and will not be
eligible for, re-employment by the Company, and Heineman agrees that he is to be
permanently removed from the Company’s employment force. Notwithstanding the
foregoing, Heineman agrees that, as requested by the Board of Directors of Debut
Broadcasting,  he will fully cooperate with the Company with respect
to any matter in which he was involved during her employment, including, but not
limited to, providing truthful information and testimony, provided that the
Company shall reimburse Heineman for all of her actual and reasonable expenses
incurred in providing such cooperation to the Company.

     

    
      	
              V.

            	
              Limited Non-Solicitation and
      Non-Compete Provisions.

            


    

     

    
      	
            	
              A.

            	
              Limited
      Non-Solicitation of Employees. For a period of five (5) years
      following the effective date of and resignation or separation from the
      company by Heineman , Heineman agrees that, except as stated below, he
      will not, either on her own behalf or on behalf of any other person or
      entity, in any manner, directly or indirectly solicit, hire or encourage
      any person who is then an employee of the Company to leave the employment
      of the Company;

            


    

     

    
      	
            	
              B.

            	
              Non-Solicitation
      of Customers. For a
      period of five (5) years following the effective date of and resignation
      or separation from the company by Heineman, Heineman agrees that he will
      not, either on her own behalf or on behalf of any other person or entity,
      directly or indirectly, solicit or contact in any manner any person or
      entity who is a Customer of the Company at the time of such solicitation
      or contact, with the intent of providing any service or product
      competitive with any service or product which is then provided by the
      Company. “Customer” refers to any person or entity with whom Heineman had
      actual contact  while employed by the Company and any person or
      entity about whom Heineman had knowledge by virtue of her employment with
      the Company beyond that available to the general
      public.

            


    

     

    
      	
            	
              C.

            	
              Non-Compete. For a period of five (5) years
      following the effective date of and resignation or separation from the
      company by Heineman, Heineman agrees that he will not, in any manner,
      directly or indirectly, compete with the Company or any and all of its
      subsidiaries, parents or affiliates by accepting employment from or having
      any other relationship with (including, without limitation, through
      owning, managing, operating, controlling or consulting) a media business,
      or any affiliate thereof, which provides any service or product that, to
      Heineman’ knowledge, is provided or proposed to be provided by the
      Company, and which has a business location within fifty (50) miles of any
      business location of the
Company.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
            	
              D.

            	
              Non-Disparagement. Heineman agrees that he will not
      participate in, assist in, or encourage any activity or efforts to damage
      the business or personal reputations of  the Company or its
      employees or their relationships with customers, business partners, or
      other individuals or
entities.

            


    

     

    
      	
            	
              E.

            	
              Acknowledgement. Heineman acknowledges that as
      Chief Financial Officer of Debut Broadcasting Corporation, Inc, that he
      has had access to information concerning the business of the Company
      (including, but not limited to, business plans, studies, and strategies;
      financial data and budgets; personnel information and training materials;
      customer lists, files, applications, and anticipated customer
      requirements; and computer software and programs of the Company).
      Therefore, Heineman acknowledges and agrees that the restrictions set
      forth in Paragraphs A, B, C, and D of this Section are reasonable and
      necessary for the protection of the Company business and goodwill.
      Heineman further agrees that if he breaches or threatens to breach any of
      his obligations contained in Paragraphs A, B, C, and D of this Section,
      the Company, in addition to any other remedies available to it under the
      law, may obtain specific performance and/or injunctive relief against
      Heineman to prevent such continued or threatened breach. Heineman also
      acknowledges and agrees that the Company shall be reimbursed by her for
      all actual and reasonable attorneys’ fees and costs incurred by it in
      enforcing any of its rights or remedies under Paragraphs A, B, C, and D of
      this Section.

            


    

     

    
      	
              VI.

            	
              Return of
      Documents, Materials or
Property.

            


    

     

    Heineman
acknowledges and confirms, by her signature, that he has returned to the Company
any and all documents and materials belonging to it, as well as any other
property which belongs to it, and that no such documents or materials or
property have been retained by Heineman, except as may be authorized by the
Company under the provisions of paragraphs I and IV of this
Agreement.

     

    
      	
              VII.

            	
              Applicable
      Law.

            


    

     

    This
Agreement shall be governed in all respects by the laws of the State of
Tennessee without giving effect to the conflicts of laws principles
thereof.

     

    
      	
              VIII.

            	
              Successors;
      Binding Agreement.

            


    

     

    The
Company’s rights and obligations under this Agreement shall inure to the benefit
of and shall be binding upon the Company’s successors and assigns. Heineman’
rights and obligations under this Agreement are personal and may not be assigned
to any other person or entity.

     

    
      	
              IX.

            	
              Integration.

            


    

     

    Except as
stated below, the Company and Heineman agree that to the extent that any
provision of this Agreement conflicts with any prior agreement between the
Company and Heineman concerning the subject matter of this Agreement, however
titled, the terms of this Agreement shall prevail. All other provisions
contained in any prior Agreement, specifically including all provisions of the
Directors and Executives Deferred Compensation Plan applicable to Heineman, will remain enforceable and
will supplement this Agreement. In no event shall this Agreement take precedence
over, override, negate, void, alter, amend, modify, or diminish, in any way, any
agreement between the Company and Heineman, or any obligation of the Company to
Heineman, with respect to compensation, stock, or benefits to which Heineman is
entitled.

     

    
      	
              X.

            	
              Severability.

            


    

     

    Any term
or provision of this Agreement which is invalid or unenforceable in any
jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Agreement or affecting the validity
or enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction. If any provision of this Agreement is so broad as to be
unenforceable, the provision shall be interpreted to be only so broad as is
enforceable.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              XI.

            	
              Drafting.

            


    

     

    This
Agreement is a product of negotiations between the parties and in construing the
provisions of this Agreement, no inference or presumption shall be drawn against
either party on the basis of which party or their attorneys drafted this
Agreement.

     

    
      	
              XII.

            	
              Counterparts.

            


    

     

    This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
agreement.

     

    
      	
              XIII.

            	
              Captions.

            


    

     

    The
captions to the various paragraphs of this Agreement are for convenience only
and are not part of this Agreement.

     

    
      	
              XIV.

            	
              Knowing and Voluntary
      Execution.

            


    

     

    Heineman
acknowledges that he has at least twenty-one (21) calendar days in which to
consider this Agreement to ensure that his execution of this Agreement is
knowing and voluntary. In signing below, Heineman expressly acknowledges that he
has been afforded at least twenty-one (21) days to consider this Agreement, and
that his execution of same is with full knowledge of the consequences thereof
and is of her own free will. By signing on the date below, if less than
twenty-one (21) days, Heineman voluntarily elects to forego waiting twenty-one
(21) full days. Heineman agrees that any change, material or immaterial, to the
terms of this agreement does not restart the running of the twenty-one (21) day
period.

     

    
      	
              XV.

            	
              Right of
      Revocation.

            


    

     

    Heineman
agrees and recognizes that, for a period of seven (7) calendar days following
his execution of this Agreement, he may revoke and nullify this Agreement by
providing written notice of revocation within this seven (7) day period to Harry
Lyles at ______________________________. Heineman further acknowledges that any
revocation of this Agreement must be exercised, if at all, within seven (7) days
of the date of his signature. This Agreement will not become effective or
enforceable until the expiration of the foregoing seven (7) day
period.

     

    I HAVE
READ THE FOREGOING SETTLEMENT AGREEMENT, HAVE HAD A REASONABLE AND ADEQUATE
OPPORTUNITY TO REVIEW IT, HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY OF MY
CHOICE BEFORE SIGNING IT, AND I FULLY UNDERSTAND THE MEANING AND INTENT OF THIS
AGREEMENT, AND I VOLUNTARILY SIGN THE SAME AS MY OWN FREE ACT.

     

    IN
WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date signed by the last party affixing its/his signature below:

     

    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              Debut
      Broadcasting Corporation, Inc. - "EMPLOYER"

                            
	 
      	 
      
	 	By 	
                               

                            
	 
      	
                              Name  Harry
      Lyles

                            
	 
      	
                              Title
       Chairman of the Compensation Committee

                            
	 
      	 
      
	 
      	
                              Ronald
      Heineman - "HEINEMAN"

                            
	 
      	 
      
	 	Signed 	
                               

                            
	 
      	
                                     
             Ronald Heineman,
      Individually

                            


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
B

     

    PROPRIETARY
INFORMATION AND INVENTIONS AGREEMENT

     

    As an
employee of Debut Broadcasting Corporation, Inc., a Nevada corporation, and/or
any of its subsidiaries or affiliates (together, the “Company”), and as a
condition of my employment by the Company and in consideration of the
compensation now and hereafter paid to me, I agree to the
following:

     

    
      	
              1.

            	
              Maintaining
      Confidential Information.

            


    

    
      	
            	
              (a)

            	
              Company
      Information. I agree at all times during the term of my employment
      and thereafter to hold in strictest confidence, and not to use, except for
      the benefit of the Company, or to disclose to any person, firm or
      corporation, without the written authorization of the Board of Directors
      of the Company, any trade secrets, confidential knowledge or data,
      proprietary materials, or other proprietary information of the Company. By
      way of illustration and not limitation, such proprietary materials and
      information shall include proprietary and/or confidential materials and
      information relating to software, programming, test data, protocols,
      procedures and formulations, products, processes, know-how, designs,
      formulas, methods, developmental or experimental work, improvements,
      discoveries, plans for research, new products, marketing and selling,
      business plans, budgets and unpublished financial statements, licenses,
      prices and costs, suppliers and customers, and information regarding the
      skills and compensation of other employees of the
  Company.

            


    

     

    
      	
            	
              (b)

            	
              Former Employer
      Information. I agree that I will not, during my employment with the
      Company, improperly use or disclose any proprietary information or trade
      secrets of my former or concurrent employers or companies, if any, and
      that I will not bring onto the premises of the Company any unpublished
      documents or property belonging to my former or concurrent employers or
      companies unless consented to in writing by said employers or
      companies.

            


    

     

    
      	
            	
              (c)

            	
              Third Party
      Information. I recognize that the Company has received and in the
      future will receive from third parties their confidential or proprietary
      information subject to a duty on the Company’s part to maintain the
      confidentiality of such information and, in some cases, to use in only for
      certain limited purposes. I agree that I owe the Company and such third
      parties, both during the term of my employment and thereafter, a duty to
      hold all such confidential or proprietary information in the strictest
      confidence and not to disclose it to any person, firm or corporation
      (except in a manner that is consistent with the Company’s agreement with
      the third party) or use it for the benefit of anyone other than the
      Company or such third party (consistent with the Company’s agreement with
      the third party.)

            


    

     

    
      	
              2.

            	
              Assignment of
      Inventions and Original
Works.

            


    

    
      	
            	
              (a)

            	
              Inventions and
      Original Works Retained by Me. I have attached hereto a complete
      list of all inventions, original works or authorship, developments,
      improvements, and trade secrets, relating in any way to the Company’s
      present or anticipated business, that I have, alone or jointly with
      others, conceived, developed or reduced to practice prior to the
      commencement of my employment with the Company, that I consider to be my
      property or the property of third parties and that I wish to have excluded
      from the scope of the Agreement. If disclosure of an item would cause me
      to violate any prior confidentiality agreement, I understand that I am not
      to list such but am to inform the Company that all items have not been
      listed for that reason. A space is provided on the final page of this
      agreement for such purposes. If no list is attached, I represent that
      there are no such items.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
            	
              (b)

            	
              Inventions and
      Original Works Assigned to the Company. I agree that I will make
      prompt written disclosure to the Company, will hold in trust for the sole
      right and benefit of the Company, and will assign to the Company all my
      right, title and interest in and to any ideas, inventions, compositions of
      matter, original works of authorship, developments, improvements or trade
      secrets which I solely or jointly conceive or reduced to practice, during
      the period of my employment with the Company. I recognize that the
      Agreement does not require assignment of any invention which qualifies
      fully for protection as follows:

            


    

     

    
      	
            	
              (1)

            	
              Any
      provision in an employment agreement which provides that an employee shall
      assign, or offer to assign, any of his or her rights in an invention to
      his or her employer shall not apply to an invention that the employee
      developed entirely on his or her own time without using the employer’s
      equipment, supplies, facilities, or trade secret information except for
      those inventions that either:

            


    

     

    
      	
            	
              (a)

            	
              Relate
      at the time of conception or reduction to practice of the invention to the
      employer’s business, or actual or demonstrably anticipated research or
      development of the employer;

            


    

     

    
      	
            	
              (b)

            	
              Result
      from any work performed by the employee for the
  employer.

            


    

     

    
      	
            	
              (2)

            	
              To
      the extent a provision in an employment agreement proports to require an
      employee to assign an invention otherwise excluded from being required to
      be assigned under subdivision (a), the provision is against the public
      policy of this state and is
unenforceable.

            


    

     

         I
acknowledge that all original works of authorship which are made by me (solely
or jointly with others) within the scope of my employment and which are
protectable by copyright are “works made for hire,” as that term is defined by
the United States Copyright Act (17 U.S.C., Section 101).

     

    
      	
            	
              (a)

            	
              Inventions and
      Original Works Assigned to the United States. I agree to assign to
      the United States government all my right, title and interest in and to
      any and all inventions, original works of authorship, developments,
      improvements or trade secrets whenever full title to same is required to
      be in the Untied States by a contract between the Company and the United
      States or any of its agencies.

            


    

     

    
      	
            	
              (d)

            	
              Obtaining Letters
      Patent, Copyright Registrations and Other Protections. I will
      assist the Company in every proper way to obtain and enforce the United
      States and foreign proprietary rights relating to any and all inventions,
      original works or authorship, developments, improvements, or trade secrets
      of the Company in any and all countries. To that end I will execute,
      verify and deliver such documents and perform such other acts (including
      appearing as a witness) the Company may reasonably request for use in
      applying for, obtaining, perfecting, evidencing, sustaining and enforcing
      such proprietary rights and the assignment thereof. In addition, I will
      execute, verify and deliver assignments of such proprietary rights to the
      Company or its designee. My obligation to assist the company with respect
      to proprietary rights in any and all countries shall continue beyond the
      termination of my employment, but the Company shall compensate at a
      reasonable rate after my termination for the time actually spent by me at
      the Company’s request on such
assistance.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

         In
the event the Company is unable for any reason, after reasonable effort, to
secure my signature on any document needed in connection with the actions
specified in the preceding paragraph, I hereby irrevocably designate and appoint
the Company and its duly authorized  officers and agents as my agent
and attorney in fact, to act for and in my behalf to execute, verify and file
any such documents and to do all other lawfully permitted acts to further the
purposes of the preceding paragraph with the same legal force and effect as if
executed by me. I hereby waive and quitclaim to the Company and all claims of
any nature whatsoever which I now or may hereafter have for infringement of any
and all proprietary rights assigned to the Company.

     

    (e) Obligation to Keep the
Company Informed. In addition to my obligations under paragraph 2(b)
above, during the period of my employment and for one year after termination of
my employment for any reason, I will promptly disclose to the Company fully and
in writing all patent applications filed by me on my behalf. At the time of each
such disclosure, I will advise the Company in writing of any inventions that I
believe fully qualify for protection; and I will at that time provide the
Company in writing all evidence necessary to substantiate that belief. I
understand that the Company will keep in confidence and will not disclose to
third parties without my consent any proprietary information disclosed in
writing to the Company pursuant to the Agreement relating to inventions that
qualify for protection; will preserve the confidentiality of any invention that
does not qualify for protection. I agree to keep and maintain adequate and
current records (in the form of notes, sketches, drawings and in any other form
that may be required by the Company) of all proprietary information developed by
me and all inventions made by me during the period of my employment at the
Company, which records shall be available to and remain the sole property of the
Company at all times.

     

    
      	
               
      

            	
              3.

            	
              No Conflicting
      Employment: No Inducement of Other
  Employees.

            


    

     

         I
agree that during the period of my employment by the Company I will not, without
the Company’s express written consent, engage in any other employment or
business activity directly related to the business in which the Company is now
involved or becomes involved, nor will I engage in any other activities which
conflict with my obligations to the Company. For the period of my employment by
the Company and for five (5) years after the date of termination of my
employment by the Company, I will not induce any employee of the company to
leave the employment of the company.

     

    
      	
               
      

            	
              4.

            	
              No Conflicting
      Obligations.

            


    

     

         I
represent that my performance of all terms of this Agreement and as an employee
of the Company does not and will not breach any agreement to keep in confidence
information acquired by me in confidence or in trust prior to my employment by
the company. I have not entered into, and I agree I will not enter into, any
agreement either written or oral in conflict herewith.

     

    
      	
               
      

            	
              5.

            	
              Return of Company
      Documents and Materials.

            


    

     

         If
I leave the employ of the Company, I will deliver to the Company (and will not
keep in my possession, recreate or deliver to anyone else) any and all devices,
records, data, notes, reports, proposals, lists, correspondence, specifications,
drawings, blueprints, sketches, materials, equipment, software, test data,
protocols, assay components, or other property, together with all copies,
thereof (in whatever medium recorded belonging to the Company, its successors or
assigns. I further agree that any property situated on the Company’s premises
and owned by the Company, including electronic files and other storage media,
filing cabinets or other work areas, is subject to inspection by Company
personnel at any time with or without notice. I will comply with the terms of
the Executive Employment Agreement of the Company.

     

    I have been informed and acknowledge
that the unauthorized taking of Company’s trade secrets

     

    
      	
            	
              (I)

            	
              could
      result in civil liability, and that, if willful, could result in an award
      for triple the amount of the Company’s damages and attorney’s fees;
      and

            


    

     

    
      	
            	
              (II)

            	
              is
      a crime punishable by imprisonment for a time not exceeding a year, or by
      a fine not exceeding five thousand dollars ($5,000), or by
      both.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              6.

            	
              Notification of New
      Employer.

            


    

     

         In
the event that I leave the employ of the Company, I hereby consent to the
notification of my new employer of my rights and obligations under this
Agreement.

     

    
      	
              7.

            	
              Legal and Equitable
      Remedies.

            


    

     

         Because
my services are personal and unique and because I may have access to and become
acquainted with the proprietary information of the Company, the Company shall
have the right to enforce this Agreement and any of its provisions by
injunction, specific performance or other equitable relief, without bond,
without prejudice to any other rights and remedies that the Company may have for
a breach of Agreement.

     

    
      	
              8.

            	
              General
      Provisions.

            


    

     

    (a) Not an Employment
Contract. I agree and understand that nothing in this Agreement shall
confer any right with respect to continuation of employment by the Company, nor
shall it interfere in any way with my right or the company’s right to terminate
my employment at any time, with or without cause.

     

    (b) Governing Law; Consent to
Personal Jurisdiction. This Agreement will be governed by and constructed
according to the laws of the State of Tennessee. I hereby expressly consent to
the personal jurisdiction of the state and federal courts located in Davidson
County, Tennessee for any lawsuit filed there against me by the Company arising
from or relating to this Agreement.

     

    (c) Entire Agreement.
This Agreement sets forth the final, complete and exclusive agreement and
understanding between the Company and me relating to the subject matter hereof
and merges all prior discussions between us. No modification of or amendment to
this Agreement, nor any waiver of any rights under this Agreement, will be
effective unless in writing and signed by both the Company and me. Any
subsequent change or changes in my duties, salary or compensation will not
affect the validity or scope of this Agreement.

     

    (d) Severability. If one
or more of the provisions in the Agreement are deemed unenforceable by law, such
provisions shall be deemed severed from the Agreement and the remaining
provisions will continue in full force and effect.

     

    (e) Successors and
Assigns. This Agreement will be binding upon heirs, executors,
administrators and other legal representatives and will not be for the benefit
of the Company, its successors and its assigns.

     

    (f) Survival. The
provisions of this Agreement shall survive the termination or my employment and
the assignment of this Agreement by the company to any successor in interest or
other assignee.

     

    (g) Waiver. No waiver by
the company of any breach of this Agreement shall be a waiver of any proceeding
or succeeding breach. No waiver by the Company of any right under this Agreement
shall be construed as a waiver of any other right. The company shall not be
required to give notice to enforce strict adherence to all terms of this
Agreement.

     

    This
Agreement, when signed, shall be effective as of the first day of my employment
with the Company, regardless of what date this agreement is signed.

     

    I
UNDERSTAND THAT THIS AGREEMENT AFFECTS MY RIGHTS TO INVENTIONS I MAKE DURING MY
EMPLOYMENT, AND RESTRICTS MY RIGHT TO DISCLOSE OR USE THE COMPANY’S PROPRIETARY
INFORMATION DURING OR SUBSEQUENT TO MY EMPLOYMENT.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    I HAVE
READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED
OUT THE LIST BELOW EXHIBITING PROTECTED INVENSTION MADE PRIOR TO THE INCEPTION
OF THIS AGREEMENT.

     

    Protected
Inventions (use additional sheet if necessary):

     

      
        

      

      
        

        


        
 

      
        

        
 

      
        

        
 

       

    

    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              Debut
      Broadcasting Corporation, Inc. - "EMPLOYER"

                            
	 
      	 
      
	 	By 	
                               

                            
	 
      	
                              Name  Harry
      Lyles

                            
	 
      	
                              Title:
       Chairman of the Compensation Committee

                            
	 
      	 
      
	 
      	
                              Ronald
      Heineman - "EMPLOYEE"

                            
	 
      	 
      
	 	Signed 	
                                

                            
	 
      	
                                     
             Ronald Heineman,
      Individually