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gravit-e technologies

May 3, 2005
  Re: Engagement of Services

Sound Revolution Recordings Inc.
  345 West 11th Avenue, Unit 4
  Vancouver, BC V5Y 1T3
  Attention: Penny Green

Dear Ms. Green:

As discussed and agreed upon, Gravit-e Technologies Inc. (“Gravit-e”)
  is prepared to develop the charitytunes.com website for Sound Revolution Recordings
  Inc. (“The Client”) in accordance with the proposal dated April
  14 (“The Proposal”) and including a feature allowing music listeners
  to post ratings and reviews for songs based on acceptance of the following terms
  and conditions:

|1) | Gravit-e has quoted the development costs for the charitytunes.com website
      at $11,550, including custom development, standard application hosting
      and necessary hardware purchases. These costs do not include fees for SSL
      certificate registration, credit card processing service or any other item
      not explicitly defined in The Proposal. The quoted costs are broken down
      as follows:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  

|                           | Description |   | Price                                                     
|-------------------------- | ----------- | - | ----------------------------------------------------------
|Application Licensing      |             | $ | 170 per month plus $1,300 setup                           
|Custom Development         |             | $ | 7,500                                                     
|Custom Application         |             | $ | 750                                                       
|Documentation              |             |   |                                                           
|Custom Application Support |             | $ | 375 per year, starting year two                           
|Hardware                   |             | $ | 2,000                                                     
|Total                      |             | $ | 170 per month plus $11,550 setup, development and hardware
|                           |             |   |                                                           

|2) | The development period is estimated to be three months (including beta
      testing), after which the site will be ready for public launch.                                                                                                                                                                                    
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|3) | Gravit-e is willing to accept payment for $4950 of the total costs
      of $11,550 in the form of free trading stock, and $825 of the total
      costs in stock which is restricted from sale for a period of one year. All
      stock references in this agreement refer to the common stock of Sound Revolution,
      Inc.
|  

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|4) | Payment of the $11,550 is to be made with an initial cash deposit
      of $3,300 for standard application setup and hardware procurement. Payment
      for the balance of $8,250 is to be made in installments, with the first
      payment occurring one month following the start of development and consisting
      of $2,475 in cash and $825 in restricted stock. A second payment
      consisting of $2,475 in free trading stock will occur two months following
      the start of development. A final payment of $2,475 in free trading
      stock will be made upon substantial completion of development.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|5) | If free trading stock is unavailable by the date of substantial completion
      or Gravit-e is unable to sell the free trading stock to cover the amount
      owed within one month of substantial completion The Client will provide
      a cash payment for the outstanding balance within thirty days.                                                                                                                                                                                                                                                                                                               
|  
|6) | Monthly licensing/hosting fees of $170 will commence following the
      earliest of either initial public access to the website or substantial completion
      of development. This fee includes 50 MB of web storage, 1 GB of Traffic
      and 2 IMAP Email accounts. Costs for exceeding these included amounts are
      based on the following schedule of fees:                                                                                                                                                                                                                                                    
|  

|                          | Description |   | Price                                     
|------------------------- | ----------- | - | ------------------------------------------
|50 MB Web/Database        |             | $ | 5 per month                               
|Storage                   |             |   |                                           
|1 GB Bulk Storage         |             | $ | 10 per month                              
|Additional Email Accounts |             | $ | 2 per address per month                   
|Additional Traffic        |             | $ | 2 per GB                                  
|Email Archiving Service   |             | $ | 3 per address per month plus storage costs
|Domain Alias/Forward      |             | $ | 20 setup                                  
|Additional Domain Setup   |             | $ | 20 setup                                  
|Archived Mail Retrieval   |             | $ | 50 per incident                           
|Restoration from Backups  |             | $ | 50 per incident                           

|   | Because The Client is purchasing storage hardware, there will be no monthly
      charges for storage of the files in the song library itself.                                                                                                                                                                                                                                           
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|7) | Exclusive ownership and copyright for source code for any applications
      or modules which are entirely custom developed by Gravit-e on behalf of
      The Client is held by the Client. In exchange, The Client grants Gravit-e
      an unrestricted license to continue to use source code in any fashion so
      long as it does not result in direct competition to The Client.
|  

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|8) | Additional conditions regarding ownership and licensing of source code
      are defined for the following three scenarios:
|-- | ---------------------------------------------------------------------------------------------------------------------------
|  

| | 1.                                                                                                                                                                                                                                                                                                                                                 | The client wishes to use Gravit-e's applications
      in an Intranet environment or on self-hosted servers.In this situation
      Gravit-e will provide the client with the option to license the source code.
      Upgrades and support will continue to be provided for the software for a
      reduced regular monthly fee.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2.                                                                                                                                                                                                                                                                                                                                                 | The client wishes to use a hosting provider other than
      Gravit-e. In this situation Gravit-e will provide the client with the
      ability to license source code and take their web site and business applications
      with them to another web host. Upgrades will be on a case-by-case version.                        
|
| | 3.                                                                                                                                                                                                                                                                                                                                                 | The client wishes to have a third party customize their
      Gravit-e hosted site. This will be permitted only under certain strict
      conditions (see below).                                                                                                                                                                
|
| | Licensing fees will be based on the
      following formulas. Upgrade fees do not apply to clients using applications
      in an Intranet or self-hosted environment (Scenario 1) who will instead
      be required to pay a monthly fee – equal to half the standard monthly
      licensing fee – for maintenance and support of the software.
|
| | Monthly License Fee (Applications)                                                                                                                                                                                                                                                                                                                
| | Initial Licensing – 24 * Monthly Fee (Max
      Users)                                                                                                                                                                                                                                                                                            
| | Major Upgrades – 18 * Monthly Fee (Max Users).
      Not applicable in  Scenario 1.                                                                                                                                                                                                                                                               
|
| | One-Time Fee (Modules)                                                                                                                                                                                                                                                                                                                            
| | Initial Licensing – 2 * Setup Fee                                                                                                                                                                                                                                                                                                                 
| | Major Upgrades – Setup Fee. Not applicable
      in Scenario 1.                                                                                                                                                                                                                                                                                   
|
| | Depending on scenario, licensed code will be subject
      to some or all of  the following conditions:                                                                                                                                                                                                                                           

> Licensed source code will be permitted to be used in
>         a production environment for the domain(s) specified at the time of licensing.
>         If required, copies of the source code will also be permitted to be used
>         in development and staging environments.



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> Ownership and copyright of source code for standard applications 
>       resides in Gravit-e, and further copying and/or distribution of the 
>       source code is strictly forbidden. Unobfuscated source code will be provided only for the specific 
>       applications you have licensed. If necessary, encoded source code 
>       will also be provided for any external code the application may  depend
>       on.Licensing of the source code constitutes a branch of the  software,
>       and upgrades and bug fixes will not be provided for the  newer versions.
>       Should the licensee wish to obtain such upgrades,  updated source code
>       may be obtained for an additional licensing  fee.Basic installation and configuration instructions for the licensed 
>       applications will be included in the licensing fee. Additional services 
>       and support for installation are available at standard hourly rates.Licensee will be responsible for ensuring that any third party  programmers
>       who work on the source code adhere to the restrictions on distribution outlined
>       above. If specifically requested  by Gravit-e, third party programmers
>       may be required to sign a non-  disclosure agreement.Code altered by third party programmers must either be hosted  on
>       a dedicated or specially designated shared server, or alternately 
>       be submitted to Gravit-e for an auditing and/or automated application testing
>       prior to being placed on live servers. Any necessary code audits will be
>       billed to the client at standard hourly  rates.

|9)  | Any violation of these conditions will constitute
      breach of the licensing conditions and will result in termination of the
      client's license for use of the source code.                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                         
|10) | Any hardware purchased by Gravit-e on behalf of
      The Client will be owned in name by Gravit-e. If service is discontinued,
      The Client may purchase the hardware from Gravit-e for one dollar.
|    |                                                                                                                                                                                                         
|11) | Gravit-e reserves the right to increase monthly
      fees as necessary. Application licensing fees will not be increased by an
      amount exceeding ten percent per year.                            

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|12) | All figures are quoted in CAD $.
|--- | --------------------------------

We look forward to working with you on this project. If you have any questions
  or concerns, please do not hesitate to call me at (604) 637-6567.

Please indicate your agreement of these terms by completing the acceptance
  on the accompanying copy of this letter and returning it to us at your earliest
  convenience.

Yours Truly,

/s/ Nick Oostveen

Nick Oostveen
  President & CEO
  Gravit-e Technologies Inc.

The terms of engagement in this letter are accepted.

|Name:             | ) |                 
|----------------- | - | ----------------
|Sound Revolution  | ) |                 
|Title/Position:   | ) |                 
|Recordings Inc.   | ) |                 
|Date:             | ) | /s/ Penny Green 
|May 3, 2005       | ) |                 
|Purchase Order #: | ) | per: Penny Green

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|1.0                                                                  | Document Overview       | 2
|-------------------------------------------------------------------- | ----------------------- | -
|                                                                    
|2.0                                                                  | Project Brief           | 2
|2.1                                                                  | Project Components      | 2
|2.1.1                                                                | Artist Database         | 2
|2.1.2                                                                | Song Database           | 3
|2.1.3                                                                | Charity Database        | 3
|2.1.4                                                                | Static Website Content  | 3
|2.1.5                                                                | Charity Tunes Engine    | 3
|2.1.6                                                                | Tracking and Reporting  | 4
|2.1.7                                                                | Other Functionality     | 4
|2.2                                                                  | Standard Applications   | 4
|2.3                                                                  | Custom Development      | 5
|2.4                                                                  | Recommendations         | 5
|2.5                                                                  | Future Growth           | 5
|                                                                    
|3.0                                                                  | Benefits and Advantages | 6
|                                                                    
|4.0                                                                  | Hosting                 | 6
|                                                                    
|5.0                                                                  | Background Information  | 7
|5.1                                                                  | Development Team        | 7
|5.2                                                                  | Development Methodology | 8
|5.3                                                                  | Technology Platform     | 9
|                                                                    
|Appendix A – Breakdown
      of Costs                                | 9                      
|                                                                    
|Appendix B – Source
      Code Licensing, Distribution and Ownership | 11                     
|                                                                    
|Appendix C – Glossary
      of Terms                                 | 13                     

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1.0 Document Overview

> This document consists of five primary sections, the first of which contains
>     this overview. The second and third sections contain a detailed breakdown
>     of the project and its components, recommended solutions and information on
>     the unique advantages which Gravit-e has to offer. Section 4 contains information
>     and recommendations on hosting your website and applications. Section 5 offers
>     background information on Gravit-e as a company, our development methodologies
>     and the team who will be working with you to ensure the success of your project.
>   This proposal and the prices within will be honored for a period of one
>     month from the date of issue. This proposal does not include any graphic design
>     work.

2.0 Project Brief

> Charity Tunes will have a library of music available for sale online, as
>     well as provide a portal to information on artists who are featured on the
>     site. Partial proceeds from each sale will be donated to various charities
>     which have signed up to be a part of the Charity Tunes network.

2.1 Project Components

> The project consists of a number of major components. Core features and
>     functionality of each are outlined in the following sub-sections.

|2.1.1 Artist Database
|---------------------
|                     
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|2.1.2 Song Database         
|----------------------------
|                            
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|2.1.3 Charity Database      
|                            
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|2.1.4 Static Website Content
|                            
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|2.1.5 Charity Tunes Engine  
|                            
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|                             | 34) | Secure download/delivery of songs, ensuring that each user downloads
      a song only once.                                                                                           
|---------------------------- | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                            
|                             | 35) | Gift purchases, where songs are emailed to a user to download.                                                                                                                         
|                            
|                             | 36) | Charity affiliate-style program where users directed to the site from
      a particular charity will have all their purchases automatically set to
      benefit that charity.        
|                            
|                             | 37) | Ability to view listing of top songs.                                                                                                                                                  
|                            
|                             | 38) | Song recommendation engine.                                                                                                                                                            
|                            
|2.1.6 Tracking and Reporting
|                            
|                             | 39) | Track various aggregate statistics, including sales, preview listens
      and hits on artist pages.                                                                                   
|                            
|                             | 40) | Allow artists and artist managers to log in and view account balances.                                                                                                                 
|                            
|                             | 41) | Allow charities to log in and view account balances.                                                                                                                                   
|                            
|2.1.7 Other Functionality   
|                            
|                             | 42) | Mailing list sign-up and email broadcast capabilities.                                                                                                                                 
|                            
|                             | 43) | Management functionality to view orders, view account balances for charities,
      artists and artist managers and indicate that payments have been made against
      their accounts.
|                            

2.2 Standard Applications

> A majority of the required functionality can be handled by Gravit-e's standard
>     applications and modules. All standard software packages are web based applications,
>     allowing users to maintain their website directly from their browser. With
>     Gravit-e's web based applications updates are automatic – you'll never
>     face the issues and costs traditionally associated with software upgrades.
>   The following applications will be used:
>   4. Gravit-e CMS: Content Management System which allow users with
>     very little training or technical knowledge to manage and maintain their website.
>     Gravit-e CMS is designed to be extremely flexible and has extensive support
>     for modules and integration with custom applications. The CMS acts as a base
>     architecture for all publicly accessible applications and content.

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> 5. E-Commerce Engine: Gravit-e's E-Commerce engine is the foundation
>     for every e-commerce website we develop. This engine differs from standard
>     “shopping cart” style applications in its flexibility, ability
>     to be customized, and because it does not make any assumptions about how things
>     should function for your business. The E-Commerce engine integrates seamlessly
>     with our CMS and upcoming CRM and Accounting (revenue sub-ledger and reporting)
>     applications.
>   6. E-Mail Broadcast Suite: Sometimes referred to as a listserv, this
>     application enables customers to manage large groups of contacts and to organize
>     and send out email marketing campaigns and newsletters. In addition to this
>     core functionality, basic informational statistics on customer contacts are
>     made available.

2.3 Custom Development

> In order to achieve the desired functionality, custom development will be
>     required. In some cases, custom developed items are not absolutely necessary.
>     As such, if cost is prohibitive these items can be reduced in scope or put
>     on hold until the budget is available. Detailed pricing is outlined in Appendix
>     B.

2.4 Recommendations

> Because of the size of the music library and potential for growth it is
>     strongly recommended that a dedicated Network Attached Storage (NAS) device
>     or Storage Server be purchased. This server would be owned by Sound Revolution
>     and managed by Gravit-e. It would store only the music library; web and database
>     files would be hosted on Gravit-e's servers. The recommended configuration
>     for this machine would include 2x250GB hard drives configured in a RAID 1
>     array for fail-over protection. This would result in 250GB of available storage,
>     or enough for approximately 62,500 songs (calculated based on 4MB per song).

2.5 Future Growth

> Gravit-e's application and server infrastructure is designed around a 3-tier
>     architecture. Our servers are designed to function as a cluster, which each
>     tier being responsible for a specific type of task. As the need to increase
>     capacity arises, servers will be seamlessly added into the cluster to address
>     bottlenecks on the tier which they occur. This approach ensures that your
>     applications and website are always running at peak efficiency, and that growing
>     pains are reduced to the absolute minimum possible.

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|3.0 Benefits and Advantages
|---------------------------
|                           
|                           
|                           
|                           
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|                           
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|                           
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|                           
|                           
|                           
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|                           
|                           

4.0 Hosting

> Over the last several years website hosting has become commoditized, resulting
>     in an extremely competitive, high volume, low margin business where quality
>     tends to suffer. Because of this, Gravit-e instead focuses on application
>     hosting for the software we develop. Gravit-e does offer standard hosting
>     packages for clients on a limited basis if the situation warrants it.

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> Gravit-e offers a variety of value-added services for our application hosting
>     packages, including staging domains, spam filtering, virus scanning and optional
>     email archiving. We also offer dedicated servers – typically to be used
>     in conjunction with our shared server infrastructure – to clients with
>     specific needs which are not met by our shared server farm.

5.0 Background Information

> Gravit-e Technologies was created to solve a problem. For years the IT infrastructure
>     of small and mid-sized business has been disadvantaged when compared to large
>     enterprises. Traditionally smaller companies have had the advantage when it
>     comes to quickly responding to change, giving them a competitive advantage
>     over their larger counterparts. Modern information technology has changed
>     this, providing companies with unprecedented real-time insight into their
>     day-to-day operations. Small and mid-sized organizations could benefit just
>     as much from these tools and technologies, however the difficulty in finding
>     a solution somewhere between the extreme costs of large enterprise systems
>     and the limited flexibility of off the shelf applications has forced millions
>     of small enterprises to continue operating with an inadequate IT infrastructure.
>   Today there are a number of companies that specialize in custom software
>     applications for the SMB (Small to Mid-size Business) marketplace. Unfortunately,
>     while effective, the entirely custom nature of these solutions makes them
>     far more costly then necessary. Gravite's founders recognized the problems
>     inherent in this approach, and developed a model to provide custom business
>     solutions which are based on a library of standardized applications allowing
>     Gravit-e to quickly and affordably deliver effective, functional solutions
>     to its customers.

5.1 Development Team

> Prior to founding Gravit-e, Nick Oostveen held the position of Operations
>     Manager at a small Surrey based software development company; HI-PERformance
>     Enterprises. There, he successfully led development teams on a number of business-critical
>     projects, including application development for high-profile clients such
>     as the Government of Ontario and Leading Edge BC. E-commerce applications
>     designed and developed by Nick are currently responsible for processing several
>     million dollars in transactions per month. Nick was educated at Simon Fraser
>     University where he received a Bachelor of Arts in Communication and a Certificate
>     in Computing Studies.

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> Tyler Thiessen has been working with Linux based computers for nearly a
>     decade. Tyler has been employed as a lead Systems Administrator for nearly
>     four years, successfully maximizing uptime and maintaining security for a
>     numerous mission critical servers. Tyler’s systems administration experience
>     is all-encompassing, including web, mail, application and database servers.
>     Prior to holding this position, Tyler was employed by two separate organizations
>     as a programmer for Linux-based applications.
>   Over the past eight years Lee Miller was employed by several organizations
>     in variety of technical roles; including senior software engineer, software
>     architect, and independent consultant. During this time he worked on several
>     large e-commerce websites, internal portals for Fortune 500 companies, complex
>     systems integration projects, and has had his work featured on CNN and MSNBC.
>     Lee received a Bachelor of Science degree from Dalhousie University, with
>     an advanced double major in Computer Science and Economics.

5.2 Development Methodology

> Gravit-e utilizes an iterative development process. Quite simply this means
>     that we never leave our clients out of the loop, and that every few weeks
>     a development cycle is completed. Each cycle has a well-defined set of objectives,
>     and produces a partial implementation of the final system. Successive iteration
>     builds on previous iterations, acting to evolve and refine the system until
>     the final product is complete. Iterative development also greatly helps in
>     controlling changes to requirements and feature creep – major sources
>     of trouble for projects which can lead to late delivery, dissatisfied customers,
>     and frustrated developers.
>   All software developed by Gravit-e resides on an internal staging server
>     where automated tests are performed nightly. All development is controlled
>     through the use of a source code management system, providing protection against
>     accidental deletion or overwriting of files, and the ability to smoothly roll-back
>     to a previous version of the software or your web site if the need arises.

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5.3 Technology Platform

> Gravit-e's applications are predominately based on open source software.
>     This allows us to pass the savings from avoiding costly licensing fees onto
>     our you, and helps to ensure the security and stability of our servers. All
>     of Gravit-e's servers are Linux based, with web applications primarily based
>     on Apache, MySQL and PHP (commonly referred to as LAMP). All web and application
>     servers are further equipped with the Zend Platform – an integrated
>     platform for PHP which delivers enhanced reliability, scalability and interoperability
>     for mission critical applications.
>   All of Gravit-e's hardware is purchased from tier-1 manufacturers who are
>     known for quality and reliability. Currently Gravit-e's server infrastructure
>     is making exclusive use of Dell equipment. Our entire network has been designed
>     to allow for seamless growth as needed.

Appendix A – Breakdown of Costs

> A more detailed description of each of these items is available in Section
>     2. The Schedule of Fees may or may not be applicable to this project, and
>     are included for reference only.

|                                | Application Licensing |       |                               | 
|------------------------------- | --------------------- | ----- | ----------------------------- | 
|                               
|Description                     |                       | Price
|CMS (1-5 Users)                 |                       | $     | 110 per month plus $250 setup
|(50 MB Storage, 1 GB Traffic, 2 |                       |       |                              
|Email Accounts)                 |                       |       |                              
|Email Broadcast Software        |                       | $     | 20 per month plus $250 setup 
|E-Commerce Engine               |                       | $     | 40 per month plus $800 setup 
|                               
|                                | Custom Development    |       |                               | 
|                               
|Description                     |                       | Price
|Transaction Processor (Moneris) |                       | $     | 100                          
|Integration                     |                       |       |                              
|Song Database/Product Type      |                       | $     | 300                          
|Restrict Songs to Particular    |                       | $     | 300                          
|Charities                       |                       |       |                              
|CMS Dynamic Artist/Song Blocks  |                       | $     | 500                          
|Auto-Creation of Preview Clips  |                       | $     | 500                          

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|Music Subscription Packages        |                            | $ | 1,000                                
|---------------------------------- | -------------------------- | - | -------------------------------------
|Song Download Protection           |                            | $ | 300                                  
|Artist and Artist Manager          |                            | $ | 1,500                                
|Database                           |                            |   |                                      
|Charity Database                   |                            | $ | 500                                  
|Database Driven Artist Pages       |                            | $ | 200                                  
|Database Driven Charity Pages      |                            | $ | 100                                  
|“Select Charity” on Checkout       |                            | $ | 1,000                                
|Self-Management Approval           |                            | $ | 400                                  
|Artist/Charity Royalty Calculation |                            | $ | 800                                  
|Engine                             |                            |   |                                      
|Custom Application Support         |                            |   | 5% of total development cost per year
|Custom Application                 |                            |   | 10% of total custom development cost.
|Documentation                      |                            |   |                                      
|                                  
|                                   | Hardware                   |   |                                      
|                                  
|Description                        |                            |   | Price                                
|Network Attached Storage           |                            | $ | 2000 including setup                 
|(500GB)                            |                            |   |                                      
|                                   | Totals                     |   |                                      
|                                  
|Description                        |                            |   | Price                                
|Application Licensing              |                            | $ | 170 per month plus $1,300 setup      
|Custom Development                 |                            | $ | 7,500                                
|Custom Application                 |                            | $ | 750                                  
|Documentation                      |                            |   |                                      
|Custom Application Support         |                            | $ | 375 per year, starting year two      
|Hardware                           |                            | $ | 2,000                                
|Total                              |                            | $ | 170 per month plus $11,550 setup,    
|                                   |                            |   | development and hardware             
|                                  
|                                   | Schedule of Fees           |   |                                      
|                                  
|                                   | Description                |   |                                      
|                                   | 50 MB Web/Database Storage |   |                                      
|                                   | 1 GB Bulk Storage          |   |                                      
|                                   | Additional Email Accounts  |   |                                      

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| | Additional Traffic       |  | $ | 2 per GB                            
| | ------------------------ |  | - | ------------------------------------
| | Email Archiving Service  |  | $ | 3 per address per month plus storage
| |                          |  |   | costs                               
| | Domain Alias/Forward     |  | $ | 20                                  
| | Additional Domain Setup  |  | $ | 20                                  
| | Archived Mail Retrieval  |  | $ | 50                                  
| | Restoration from Backups |  | $ | 50                                  

Appendix B – Source Code Licensing, Distribution and Ownership

> While the vast majority of clients make use of Gravit-e's application hosting
>     services, there is a minority – particularly larger organizations –
>     who may wish to self-host applications. In order to satisfy these clients,
>     Gravit-e offers provisions for direct licensing of its source code and applications
>     to clients for use on external servers.
>   The are three scenarios which Gravit-e will address:
>   The client wishes to use Gravit-e's applications in an Intranet environment
>     or on self-hosted servers. In this situation Gravit-e will provide the
>     client with the option to license the source code. Upgrades and support will
>     continue to be provided for the software for a reduced regular monthly fee.
>   The client wishes to use a hosting provider other than Gravit-e.
>     In this situation Gravit-e will provide the client with the ability to license
>     source code and take their web site and business applications with them to
>     another web host. Upgrades will be on a case-by-case version.
>   The client wishes to have a third party customize their Gravit-e hosted
>     site. This will be permitted only under certain strict conditions (see
>     below).
>   Licensing fees will be based on the following formulas. Upgrade fees do
>     not apply to clients using applications in an Intranet or self-hosted environment
>     (Scenario 1) who will instead be required to pay a monthly fee – equal
>     to half the standard monthly licensing fee – for maintenance and support
>     of the software.
>   Monthly License Fee (Applications) 
>     Initial Licensing – 24 * Monthly Fee (Max Users)

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> Major Upgrades – 18 * Monthly Fee (Max Users). Not applicable in Scenario
>     1.
>   One-Time Fee (Modules)Initial Licensing – 2 * Setup Fee
>     Major Upgrades – Setup Fee. Not applicable in Scenario 1.
>   Depending on scenario, licensed code will be subject to some or all of the
>     following conditions:
>   Licensed source code will be permitted to be used
>         in a production environment for the domain(s) specified at the time of
>         licensing. If required, copies of the source code will also be permitted
>         to be used in development and staging environments. Ownership and copyright
>         of source code for standard applications resides in Gravit-e, and further
>         copying and/or distribution of the source code is strictly forbidden.Source code for any custom modifications made directly
>         to standard applications by Gravit-e on behalf of the client will be provided
>         free of charge subject to the same restrictions as above.If requested by the client, ownership and copyright
>         for source code for any applications or modules which were entirely custom
>         developed on behalf of the client will be signed over in exchange for
>         an unrestricted license for Gravit-e to continue to use the source code
>         as it sees fit.
>     Unobfuscated source code will be provided only for
>         the specific applications you have licensed. If necessary, encoded source
>         code will also be provided for any external code the application may depend
>         on.Licensing of the source code constitutes a branch
>         of the software, and upgrades and bug fixes will not be provided for the
>         newer versions. Should the licensee wish to obtain such upgrades, updated
>         source code may be obtained for an additional licensing fee.Basic installation and configuration instructions for the licensed applications
>       will be included in the licensing fee. Additional services and support for
>       installation are available at standard hourly rates.

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> Licensee will be responsible for ensuring that any
>         third party programmers who work on the source code adhere to the restrictions
>         on distribution outlined above. If specifically requested by Gravit-e,
>         third party programmers may be required to sign a non-disclosure agreement.
>     Code altered by third party programmers must either
>         be hosted on a dedicated or specially designated shared server, or alternately
>         be submitted to Gravit-e for an auditing and/or automated application
>         testing prior to being placed on live servers. Any necessary code audits
>         will be billed to the client at standard hourly rates.
>     Any violation of these conditions will constitute
>         breach of the licensing conditions and will result in termination of the
>         client's license for use of the source code.

Appendix C – Glossary of Terms

> Application Hosting: Typically provided by an Application Service
>     Provider (ASP), refers to the management and distribution of software-based
>     services and solutions to customers from a central data center.
>   Back End: Refers to private, administrative portions of the website,
>     accessible only by those responsible for maintaining the website and its services
>     (the client). This section is always password protected, and will often be
>     further secured so that only specific IP Addresses are permitted to connect.
>   BIS: Business Information Systems
>   Colocation: Housing one or more servers at a third party data center.
>   CMS: Content Management System.
>   CRM:Customer Relations Management.
>   Data Center: Dedicated facility which includes resources such as
>     a secured cage or cabinet, regulated power, dedicated Internet connection,
>     security and support.
>   Extranet: Portion of a company’s Intranet to which access is
>     granted to a limited subset of outside users. Typically users of an extranet
>     would be a company’s customers, suppliers, etc.

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> Front End: Refers to publicly accessible portions of the website.
>     This may include password protected areas were visitors are required to log
>     in to.
>   Intranet:Web site or web based applications which run on a private
>     service located inside of a company’s local network.
>   IP Address: A unique identifier for an individual computer or Internet
>     connection. Can be used to identify the physical location a web site user
>     is connecting from.
>   SMB: Small to Mid-size Business.
>   Web Based Application: Software which runs on a remote server and
>     is accessed through a web browser. Web based software has the benefit of being
>     completely platform independent and of allowing rapid development. Typically
>     these applications are executed over the Internet but may also be Intranet
>     based.
>   Web Hosting: Providing customers with resources on and access to
>     one or more servers to do with as they please (within limits, restrictions
>     typically prohibit illegal or illicit content).

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