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Digital Music Distribution Agreement

1. Nature of Agreement. This Digital Music Distribution Agreement ("Agreement")
  and the attached Exhibit is entered into between David Hersk d.b.a. Hersk &
  Associates, with an address at 18 Western Terrace, Minneapolis, MN, 55426 USA
  Tel: 763 300 3718 Fax: 763 544 6336 "Customer" and Sound Revolution Recordings
  Inc. ("Sound Revolution"), a corporation with offices at located at 3955 Graveley
  Street, Suite 507, Burnaby, British Columbia, Canada, V6C 3T4 and describes
  the terms and conditions to which Sound Revolution shall perform digital
  music distribution services for Customer.

2. Reporting and Payments. In the event that more than $100 is owed to Customer by Sound Revolution for a calendar quarter, within thirty days of the end of the calendar quarter, Sound Revolution shall provide Customer with a written statement
detailing the songs distributed and remit Customer's portion of the proceeds collected from the sales of Customer's music, net of Sound Revolution's distribution fees which include third party costs described in paragraph 7 below.

3. Licensed Sound Recordings. The music licensed under this agreement is all of the songs described in Exhibit "A" attached (the "Song Recordings").

4. Customer's Obligations. Customer shall deliver, at Sound Revolution’s cost, the following: 2 complete sets of DVD Masters of the Song Recordings in MP3 format ripped and genre labeled at 160 and 2 complete sets of audition masters of the
Song Recordings in MP3 format ripped at 64 to Sound Revolution within 7 days of execution of this Agreement.

Customer represents and warrants on a continuing basis: 
  (a) that it owns or has secured all necessary rights to reproduce, distribute,
  transmit, sell, or otherwise exploit the Sound Recordings and the materials
  provided by Customer hereunder; (b) that it owns or has secured all rights necessary
  to allow Sound Revolution to perform the services hereunder (c) that it will
  comply with any obligations it may have under third party performance rights
  and distribution agreements; and that the Sound Recordings, music, and other
  audio content and materials provided by Customer hereunder do not violate or
  infringe any right of privacy or publicity, or contain any libelous, defamatory,
  obscene or unlawful material, or otherwise violate or infringe any other right
  of any person or entity (d) that the DVD containing Sound Recordings are of
  good quality. If, after receiving the first set of Sound Recordings, Sound Revolution
  determines that the Sound Recordings are not of sufficiently high quality to
  use in its website www.charitytunes.com, Sound Revolution has the option
  of not making the second payment installment. Customer must notify Sound Revolution
  in writing of any restrictions that may apply to the distribution, sales or
  promotions of Customer's encoded music, sound recordings, and other audio content,
  including any geographical restrictions. Customer shall also ensure that copyright
  information and other metadata included in Customer's encoded music, sound recordings,
  and other audio content and materials is accurate. Sound Revolution reserves
  the right to report mechanical and performance rights information to agencies
  that the Customer is under contract with, or to any person, firm, corporation
  or other entity with which Sound Revolution has a contract relating to such
  reports. Such right however, does not relieve any existing contractual reporting
  or financial obligations the Customer may directly have with such rights agencies
  or other third parties. Sound Revolution reserves the right to suspend or terminate
  services immediately if Sound Revolution has reasonable grounds to believe that
  Customer is utilizing services illegally or is in violation of any agreement
  with Sound Revolution.

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5. Digital Distribution. In connection with Sound Revolution's exercise of
  its rights and obligations hereunder, Customer grants Sound Revolution the non-exclusive
  rights, within the territory of the world, to: (a) perform the Sound Recordings
  publicly by means of digital audio transmission; (b) distribute the Sound Recordings
  and other materials provided by Customer; and (c) otherwise make such items
  available as specified herein. The foregoing license shall include but shall
  not be limited to, the right to provide and transmit such music and other content
  through web sites, in-store kiosks, portable music players, mobile phones, personal
  digital assistants, wireless applications and other Internet enabled devices.
  Customer shall retain the selection and termination rights set forth above.
  Any retailer to whom Sound Revolution makes Customer's content available shall
  have the right to include or exclude such content from such retailer's inventory,
  and retailers shall have the right to market, advertise, promote and establish
  retail prices and any discounts for Customer's encoded music and audio content.

6. Compilation CD sales. Customer also grants Sound Revolution the right to distribute CDs composed of the Sound Recordings, in a CD containing a selection of songs predetermined by Sound Revolution or as a customized compilation, or as a
compilation of songs chosen by Sound Revolution. Customer grants Sound Revolution all synchronization rights and other rights necessary for Sound Revolution to make available for sale, produce and distribute CDs with a selection of songs
predetermined by Customer, customized compilation CDs, and other compilation CDs containing the Sound Recordings. Customer grants Sound Revolution the rights to synchronize the Sound Recordings with any other materials in any combination in order to
promote the sale of the Sound Recordings.

7. Distribution Fees. Sound Revolution shall choose the price to download the Sound Recordings. For digital distribution, Sound Revolution shall deduct the following: (a) transaction processing fees, such as credit card transaction fees and other
electronic commerce processing, patent royalties or other fees, payable to or retained by unaffiliated third parties in connection with effecting a transaction or transmission, if any; (b) sales tax, if any; (c) returns and credits, including, but
not limited to, those on account of defective merchandise, errors in billing, and errors in transmission, if any; (d) mechanical royalties, if any; (e) public performance fees, if any; (f) shipping, if any; (g) union, guild or other third party fees
that may be required by contract or the Copyright Act, if any; (h) Internet advertising and promotion costs, such as banner ads on other web sites to promote the Sound Recordings, if any, provided that costs shall not exceed 10% of gross revenues;
(i) fees or donations payable to charities or other non-profit organizations pursuant to marketing or promotion programs implemented by the Distributor to promote the sale of digital Recordings; (j) Internet referral fees, such as fees payable to
any third party who, through their web site, email or other means, refers to us a purchaser of copy or phonorecord of a Recording, if any, provided that such costs shall not exceed 10% of gross revenues; (k) Charity fees paid to charities or
non-profit organizations as a payment or donation selected by music purchasers and in no case shall be more than 12% of the retail price; and (l) a $0.05 server/e-commerce charge from each single download, and an additional $0.15 fee for
each song where a hard copy CD is ordered; and the remainder of the purchase price shall be divided with 50% to Sound Revolution and 50% to the Customer.

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7.1 Advance. Sound Revolution shall pay to Customer a non-returnable advance,
  recoupable by Sound Revolution from royalties payable to Customer hereunder,
  the sum of $5,000, payable as follows:

- $2,800 by certified cheque or money upon full execution of this Agreement;
    and
- $2,200 by July 31, 2005.

7.2 Delivery Costs. The costs of producing the DVDs are included in the advance. Sound Revolution shall cover all actual third party delivery costs (Fedex).

8. Promotional & Test Trials. Customer acknowledges that from time to time new users on Sound Revolution will be given promotional credits or coupons. In no event shall Sound Revolution be liable to Customer for Sound Recordings that are
distributed through Sound Revolution as part of this or any other promotion or test trial where no payment is received by Sound Revolution.

9. Subscription Services. Sound Revolution intends to include the Sound Recordings as part of genre based subscription services Sound Revolution intends to offer to its Internet consumers. Sound Revolution agrees that any songs for which Customer
must pay royalties, those songs will be divided into 6 sets and will be released to subscribers one set a month on a 6 month cycle. In order to calculate revenues where Customer's Sound Recordings are included with music from other companies, the
total revenues from a particular genre will be calculated and divided according to the prorated share of downloads from Customer's Sound Recordings.

10. Term of Agreement. This Agreement is a non-exclusive agreement. The initial term of this Agreement is six years. Either party may terminate this Agreement due to breach if such breach is not cured within thirty days of receipt of written
notification. Upon termination of this Agreement, Sound Revolution shall return physical CDs and other materials used for encoding Customer's encoded music to Customer and disable all public links to Customer's encoded music.

11. Limitation of Liability and Disclaimer. IN NO EVENT SHALL SOUND REVOLUTION
  BE LIABLE FOR ANY LOSS OF DATA, LOSS OF PROFITS, COST OF COVER OR OTHER SPECIAL,
  INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING FROM OR IN RELATION TO
  THIS AGREEMENT OR THE USE OF THE SERVICES, HOWEVER CAUSED AND REGARDLESS OF
  THEORY OF LIABILITY. SOUND REVOLUTION SPECIFICALLY DISCLAIMS ALL WARRANTIES
  EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
  MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THE
  SYSTEM OR SERVICES PROVIDED BY SOUND REVOLUTION HEREUNDER. Customer shall indemnify,
  defend, and hold Sound Revolution harmless from and against any and all claims,
  demands, suits, objections, actions and causes of action arising out of any
  breach by Customer of this Agreement, or any it the representations, warranties,
  indemnities, covenants or undertakings made by Customer hereunder.

12. Miscellaneous. This Agreement constitutes the entire agreement between the parties on the subject matter hereof. No amendment or modification hereof will be valid or binding upon the parties unless made in writing and signed by the duly
authorized representatives of both parties. The relationship of the parties hereunder is that of independent contractors, and this Agreement will not be construed to imply that either party is the agent, employee, or joint venturer of the other. In
the event that any provision of this Agreement is held to be unenforceable, this Agreement will

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continue in full force and effect without said provision and will be interpreted to reflect the original intent of the parties. This agreement shall be interpreted under the laws of the Province of British Columbia and both parties enure to the
exclusive jurisdiction of the Province of British Columbia. This Agreement may be assigned by either party. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder will not
operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right. Except for the payment of fees hereunder, nonperformance of either party will be excused to the extent that performance is rendered
impossible by strike, fire, flood, earthquake, power outages, network failure, governmental acts or orders or restrictions, or any other reason when failure to perform is beyond the reasonable control of the nonperforming party. All currency in this
Agreement refers to US dollars.

Customer Acceptance. Customer has read and agrees to the terms and conditions of this Agreement and Exhibit.

CUSTOMER: 
  DAVID HERSK d.b.a HERSK AND ASSOCIATES

|x /s/ David Hersk                 |             
|--------------------------------- | ------------
|Signature                         |             
|                                  | Jan 11, 2005
|David Hersk                       | Date        
|Hersk & Associates                |             
|                                 
|Sound Revolution Recordings Inc.:
|                                 
|x /s/ Penny Green                 | Jan 11, 2005
|Penny O. Green, Signing Officer   | Date        

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Exhibit A

The Song Recordings hereunder shall include all 6,664 sound
  recordings contained in the song library which was sent as an attachment to
  an email sent from David Hersk to Penny Green on January 10, 2005 and which
  is described the Table of Contents of the music library listed below:

|Table of Contents                   |     |   
|----------------------------------- | --- | --
|Children's                          |     |   
|Disney Instrumental
      Favorites | 33  | 5 
|Disney Vocal Favorites              | 43  | 5 
|Lullabies                           | 6   | 7 
|Nursery Rhymes -
      Instrumental | 26  | 7 
|Nursery Rhymes -
      Vocal        | 115 | 7 
|Sing-A-Long, Camping
      Songs    | 26  | 10
|Songs of Faith                      | 24  | 11
|Songs Of Inspiration                | 199 | 12
|Adventure Stories                   | 8   | 17
|Aesop's Fables                      | 81  | 17
|Cooking Courses                     | 10  | 20
|Fairy Tales                         | 25  | 20
|Interactive Role
      Playing      | 7   | 21
|Totals                              | 603 |   
|                                   
|Children's Alternative Versions     |     |   
|Lullabies                           | 6   | 22
|Nursery Rhymes -
      Instrumental | 1   | 22
|Nursery Rhymes -
      Vocal        | 95  | 22
|Sing-A-Long, Camping
      Songs    | 4   | 25
|Totals                              | 106 |   
|                                   
|Classical Music                     |     |   
|Bach                                | 29  | 27
|Beethoven                           | 56  | 27
|Berlioz                             | 6   | 29
|Bizet                               | 28  | 29
|Brahms                              | 16  | 29
|Chopin                              | 16  | 30
|Debussy                             | 8   | 30
|Table of Contents                  

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|                       | # of Selections | Page#
|---------------------- | --------------- | -----
|Classical Music        |                 |      
|Dvorak                 | 24              | 31   
|Handel                 | 49              | 31   
|Haydn                  | 8               | 32   
|John Strauss           | 10              | 32   
|Mendelssohn            | 14              | 33   
|Mozart                 | 18              | 33   
|Ravel                  | 8               | 33   
|Schubert               | 11              | 34   
|Tchaikovsky            | 12              | 34   
|Verdi                  | 12              | 34   
|Vivaldi                | 29              | 35   
|Wagner                 | 5               | 35   
|Totals                 | 359             |      
|                      
|Classical Vocals       |                 |      
|Opera                  | 52              | 36   
|Virtuosos              | 75              | 37   
|Totals                 | 127             |      
|                      
|Country                |                 |      
|Dance Collections      | 37              | 40   
|Totals                 | 37              |      
|                      
|Dance Music            |                 |      
|Big Band               | 110             | 41   
|Dance Collections      | 197             | 43   
|Latino                 | 235             | 48   
|Polkas & Waltzes       | 247             | 54   
|Totals                 | 789             |      
|                      
|Easy Listening         |                 |      
|Candle Light Favorites | 113             | 62   
|Romantic Themes        | 303             | 65   
|Sounds Of Nature       | 28              | 73   
|Totals                 | 444             |      
|Table of Contents     

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|                                                 | # of Selections | Page#
|------------------------------------------------ | --------------- | -----
|Holiday Favorites                                |                 |      
|Christmas - Instrumental                         | 752             | 74   
|Christmas - Vocal                                | 422             | 94   
|Totals                                           | 1174            |      
|                                                
|Inspirational                                    |                 |      
|Inspirational - Contemporary                     | 262             | 105  
|Inspirational - Vocal                            | 187             | 111  
|Totals                                           | 449             |      
|Jazz                                             |                 |      
|Original Recordings                              | 135             | 117  
|Totals                                           | 135             |      
|                                                
|Rock & Pop                                       |                 |      
|Alternative Rock                                 | 18              | 121  
|Electronic                                       | 34              | 121  
|Rap                                              | 26              | 122  
|Reggae                                           | 58              | 123  
|Rhythm & Blues                                   | 259             | 124  
|Symphonic Rock                                   | 118             | 131  
|Techno - Jungle                                  | 28              | 134  
|Tributes To - Instrumental                       | 109             | 135  
|Tributes To - Vocal                              | 301             | 141  
|Vintage Rock - Original Artists - New Recordings | 297             | 148  
|Vintage Rock - Original Recordings               | 256             | 156  
|Vintage Rock - Sound Alikes                      | 49              | 163  
|Totals                                           | 1553            |      
|                                                
|Specialty                                        |                 |      
|Wedding Music                                    | 13              | 165  
|Wrestling Music                                  | 32              | 165  
|Totals                                           | 45              |      
|                                                
|Stage & Screen                                   |                 |      
|Movie Themes                                     | 316             | 167  
|Stage & Screen Music                             | 165             | 175  
|Totals                                           | 481             |      

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|                     | # of Selections | Page#
|-------------------- | --------------- | -----
|World Music          |                 |      
|African              | 22              | 181  
|American             | 111             | 181  
|American Songwriters | 38              | 184  
|Asia                 | 11              | 185  
|Celtic               | 93              | 186  
|England              | 11              | 188  
|Folk Music           | 22              | 188  
|Gypsy Music          | 29              | 189  
|Hawaiian Melodies    | 14              | 190  
|Mediterranean        | 11              | 190  
|Totals               | 362             |      

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