LICENSE
AGREEMENT

     

    THIS LICENSE AGREEMENT dated
January 31, 2011 (the “Effective Date”) is by and between MUSIC1, LLC, a Florida
limited liability company (“Music1”) and STEPHEN STROTHER, an individual
residing in the State of Georgia (“Strother”).

     

    WHEREAS, Music1 acquired a
majority ownership position in A&R Music Live, LLC, a limited liability
company organized and registered in the State of Georgia (“A&R Live”), from
Strother pursuant to that certain Membership Interest Purchase Agreement dated
October 21, 2010 (the “MIPA”) along with the rights to the domain names www.arlive.com and www.music1.com (the
“Sites”);

     

    WHEREAS, Strother is the sole
creator and owner of certain software functionality entitled “Quick Demo Review”
(“QDR”) that works in conjunction with the Sites; and

     

    WHEREAS, Strother desires to
license QDR to Music1 and Music1 desires to license the QDR from Strother,
incompliance with the terms of the MIPA and those set forth herein.

     

    NOW, THEREFORE, as
consideration for the premises and covenants set forth herein and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as to the following:

     

    ARTICLE
I

    


    1.1              Grant Of
License.  Strother hereby grants, subject to the terms and
conditions of this Agreement, to Music1 a world-wide, royalty-free license (the
"License") during the term hereof to: use, copy, translate, display,
publish and transmit QDR.

     

    1.2              No Other Rights
Granted. Apart from the rights licensed under Section 1.1 above,
this Agreement does not grant to the Music1 any right to engage in any activity
other than the activities with the QDR, nor any ownership right, title, or
interest, nor any security interest or other interest, in any of the QDR
Intellectual Property or any proprietary rights relating to or created from such
QDR Intellectual Property or any developments or enhancements with respect
thereto.

     

    ARTICLE
2

    REPRESENTATIONS
AND WARRANTIES

     

    2.1              Representations, Warranties And
Covenants.

     

    (a) Music1.  Music1 agrees
and represents that (i) it has the authority to execute, deliver and perform his
obligations under this Agreement and (ii) is duly organized or formed and
validly existing in good standing under the laws of the state of its
incorporation or formation.

     

    
      
         


      

      
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    (b) Strother. Strother represents and
warrants that he has (i) the authority to execute, deliver and perform its
obligations under this Agreement and (ii) owns all right, title and interest in
and to the QDR and has all rights necessary to license the third party content
provided to the Music1 hereunder. 

     

    (c) EXCEPT FOR THE EXPRESS WARRANTIES
STATED HEREIN, STROTHER DOES NOT MAKE ANY WARRANTY AS TO THE ACCURACY OF QDR
LICENSED HEREUNDER OR THE RESULTS TO BE OBTAINED FROM ANY MUSIC1 SITE USING QDR.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, QDR IS USED ON AN "AS-IS"
BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
OR USE.

     

    ARTICLE
3

    TERM
AND TERMINATION

     

    This
Agreement will be effective as of the date hereof and will continue for a period
equal to the term of that certain Employment Agreement between Strother and
Music1 dated as of October 21, 2010, unless earlier terminated in accordance
with this Agreement (the "Initial Term").  If the Employment Agreement
is extended beyond its initial term, this Agreement shall remain effective until
such Employment Agreement and all employment relationships between Music1 and
Strother have terminated.

     

    ARTICLE
4

    INDEMNIFICATION

     

    4.1     
    Agreement Of Strother To
Indemnify. (a) Except as set forth in Section 4.1(b) below, Strother
hereby agrees to indemnify, defend and hold harmless Music1 and its directors,
officers, employees and agents and their respective successors and assigns
(collectively the "Music1 Indemnitees") from and against any loss, costs,
expenses (including reasonable attorneys' fees and expenses), claims, demands,
liabilities, causes of action or damages incurred by any Music1 Indemnitee in
connection with or relating to any material breach of a representation,
warranty, covenant or agreement of Strother contained in this
Agreement.

     

                   (b)
The parties hereto agree that with respect to any claim that Music1 infringes
any copyright or trademark or other intellectual property right as a result of
the Music1’s use or display of the QDR, Strother will only be responsible for
the payment of any judgment, fine and/or penalty finally awarded
against Music1 as a result of such claim and any settlements agreed to with
respect to such claim.

     

    
      
         


      

      
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    4.2      Agreement Of Music1 To
Indemnify.  Music1 hereby agrees to indemnify, defend and hold
harmless Strother from and against any loss, costs, expenses (including
reasonable attorneys' fees and expenses), claims, demands, liabilities, causes
of action or damages incurred Strother in connection with or relating to any
material breach of a representation, warranty, covenant or agreement contained
in this Agreement by Music1, its Affiliates, or any of their respective
officers, directors, employees or agents.

     

    4.3      Third Party Claims. A
Person entitled to indemnification for a Claim hereunder (the "Indemnified
Party") shall give the indemnifying party with respect to such Claim (the
"Indemnifying Party") reasonably prompt notice of such Claim brought by a third
party. Such notice shall describe the Claim in reasonable detail. The failure of
the Indemnified Party to give such notice to the Indemnifying Party shall not
impair any of the Indemnified Party's rights or benefits under this Article 4
except to the extent such failure adversely affects the Indemnifying Party's
ability to defend such Claim. The Indemnifying Party, within a reasonable time
after receiving knowledge of a Claim by a third party against the Indemnified
Party, shall (a) notify the Indemnified Party in writing of the preference of
the Indemnifying Party to assume the defense thereof, and (b) retain legal
counsel reasonably acceptable to the Indemnifying Party to conduct the defense
of such Claim. The Indemnified Party shall cooperate with the Indemnifying Party
in any manner reasonably requested in connection with the defense, compromise or
settlement of any Claim. In any such Claim which the Indemnifying Party chooses
to defend, the Indemnified Party shall have the right to engage separate counsel
and to participate in the prosecution, defense, compromise, or settlement
thereof or to conduct its own defense of such claim. The fees and expenses of
such counsel engaged by the Indemnified Party the Indemnifying Party is
conducting its defense) shall be at the expense of the Indemnified Party unless
the named parties to any such Claim (including any impleaded parties) include
the Indemnified Party and the Indemnifying Party, and the Indemnified Party
shall have been advised by its counsel that there is a conflict of interest
between the Indemnified Party and the Indemnifying Party in the conduct of
the defense thereof. In such case, the reasonable fees and expenses of such
separate counsel to the Indemnified Party shall be borne by the Indemnifying
Party. The Indemnifying Party shall not, without written consent of the
Indemnified Party, compromise, settle or consent to entry of any order or
judgment with respect to any Claim (i) which involves any relief other than the
payment of money damages against the Indemnified Party or (ii) which does not
include as an unconditional term thereof, the giving by the defendant or Person
conducting such investigation or initiating such hearing, to the Indemnified
Party, of a release from all liability with respect to such Claim and all other
Claims or causes of action (known or unknown) arising or which might arise out
of the same facts.

     

    
      
         

      

      
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    ARTICLE
5

    MISCELLANEOUS

     

    5.1          Arbitration. 
Any controversy or claim arising out of or relating to this Agreement that
cannot be resolved and which is the result of a breach or termination of
this Agreement shall be resolved, as follows:

     

    (a)           The
dispute or controversy will be settled finally and exclusively by binding
arbitration in accordance with and through the Commercial  Arbitration
Rules (“Rules”) of the American Arbitration Association (“AAA”) in effect on the
date of this Agreement. 

     

    (b)           The
place of the arbitration shall be Miami, Florida, United States of America. Each
party hereby irrevocably agrees that service of process, summons, notices or
other communications related to the arbitration procedure shall be deemed served
and accepted by the other party if given in the same manner as provided under
the notice provisions of this Agreement. Witnesses residing outside of the State
of Florida may testify telephonically.

     

    (c)           The
language to be used in the arbitration shall be English.

     

    (d)           The
arbitration shall be conducted by one arbitrator.  Upon request, the AAA
will produce a list of 10 potential arbitrators familiar with international
commercial legal issues.  The parties will attempt to agree on one
arbitrator. Failing to agree, the AAA shall appoint an arbitrator pursuant to
the Rules.

     

    (e)           Judgment
upon the written award rendered by the arbitrator may be entered in any court or
record of competent jurisdiction in any country, or application may be made to
such court of judicial acceptance of the award and an order of enforcement, as
the law of such jurisdiction may require or allow.

     

    (f)           The
cost of the arbitration proceedings shall be determined under the respective
rules for cost of arbitration of the AAA in effect at the time of the request
for arbitrations.   All expenses of the arbitration, including
reasonable attorney’s fees, shall be borne by the losing party to the
arbitration or, as the case may be, shall be prorated to properly reflect any
partial prevailing or losing of the parties to the arbitration, as determined by
the arbitrators in the written award.

     

    (g)          The
panel of arbitrators specifically shall have the power to grant equitable relief
upon request of either party.

     

    5.2          Entire
Agreement.  This Agreement, together with the Exhibits and
Schedules hereto, contain the entire understanding of the parties with respect
to the subject matter hereof and supersedes all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into this Agreement and the Exhibits and Schedules
hereto.

     

    
      
         


      

      
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    5.3           Notices.  All
notices, requests, consents and other communications hereunder shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be notified, (b) when sent by confirmed facsimile if sent during normal
business hours of the recipient; if not, then on the next business day, (c)
three business days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (d) two business days after
deposit with recognized overnight courier, specifying next day delivery, with
written verification of receipt.  The address for all notices, requests,
consents and other communications hereunder to the parties to this Agreement
shall be delivered or sent to the following:

     

    If to
Strother:

     

    Stephen
Strother

    2280 Wren
Road SE

    Conyers,
Georgia 30058

    Email:
ss@arlive.com

    


    If to
Music1: 

    


    Music1,
LLC

    1450
South Miami Avenue

    Miami, FL
33130

    Attn:  Mike
Zoi, President

    Email:
mzoi@Music1.com

    


    With a
copy to:

    


    Curtis
Wolfe

    1450
South Miami Avenue

    Miami, FL
33131

    Email:
cwolfe@Music1.com

    


    Or such
other address as may be designated in writing hereafter, in the same manner, by
such Person.

    


    5.4           Amendments;
Waivers.  No provision of this Agreement may be amended except
by a written instrument signed by Strother and Music1.   No provision
of this Agreement may be waived except in a written instrument signed by
the party against whom enforcement of any such waiver is sought.  No waiver
of any default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any other provision, condition or requirement hereof, nor shall any delay or
omission of either party to exercise any right hereunder in any manner impair
the exercise of any such right accruing to it thereafter.

     

    5.5           Headings.  The
headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions
hereof.

     

    5.6           Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and permitted assigns.  Neither
Party may assign this Agreement or any rights or obligations hereunder without
the prior written consent of the other Party. 

     

    
      
         

      

      
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    5.7           No Third-Party
Beneficiaries.  This Agreement is intended for the benefit of
the parties hereto and their respective successors and permitted assigns, and is
not for the benefit of, nor may any provision hereof be enforced by, any other
Person.

     

    5.8           Governing Law; Consent to
Jurisdiction.  This Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of
Florida without regard to the principles of conflicts of law
thereof. 

     

    5.9           Execution.  This
Agreement may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to the
other parties, it being understood that all parties need not sign the same
counterpart.  In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature page were an original
thereof.

     

    5.10           Severability.  In
case any one or more of the provisions of this Agreement shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Agreement shall not in any way be affected or
impaired thereby and the parties will attempt to agree upon a valid and
enforceable provision which shall be a reasonable substitute therefor, and upon
so agreeing, shall incorporate such substitute provision in this
Agreement.

     

    5.11           Interpretation.  The
Section headings in this Agreement are for convenience of reference only and
shall not be deemed to alter or affect the meaning or interpretation of any
provision hereof.  The language used in this Agreement will be deemed to be
the language chosen by the parties hereto to express their mutual intent, and no
rule of strict construction will be applied against any party
hereto. 

     

    [Signatures
appear on following page]


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this License Agreement to be
duly executed by their respective authorized signatories as of the Effective
Date.

     

    
      
        
          	
                  MUSIC1,
      LLC

                
	 
      
	
                  By:

                	 
      	
                  /s/ Mike Zoi

                	 
      
	
                  Name:

                	
                  Mike
      Zoi

                	 
      
	
                  Title:

                	
                  Managing
      Member

                	 
      
	 
      
	
                  STROTHER:

                
	 
      
	
                   /s/ Stephen Strother

                	 
      
	
                  Name:  Stephen
      Strother

                	 
      


        

      

    

     

    
      
         


      

      
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