CONFIDENTIAL PORTIONS OMITTED

Exhibit 10.17

*CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SEC.

This agreement (sometimes referred to as the "Content Integration Agreement") is made as of February 27, 2002 ("Effective
Date"), by and between CenterSpan Communications Corp., 7175 NW Evergreen Parkway, Suite 400 Hillsboro, Oregon 97124 (hereinafter "Subscription Service
Agent", "CenterSpan" or "you") and Sony Music, a Group of Sony Music
Entertainment Inc., 550 Madison Avenue, New York, New York 10022-3211 (hereinafter "Sony",
"we" or "us").

WHEREAS
Sony is in the business of,inter alia, developing, producing, marketing, promoting, distributing and otherwise exploiting
recorded music;

WHEREAS
Subscription Service Agent would like to integrate,inter alia, the Sony Materials, along with Recordings embodying the featured
musical performances of musical recording artists that are not Sony Artists and other graphic, textual and multimedia materials, into the Service;

WHEREAS
Sony would like to,inter alia, sell Streams and Conditional Downloads of Sony Cleared Recordings to consumers via the Service;

WHEREAS
Subscription Service Agent desires to act as Sony's agent in connection with the sale of Streams and Conditional Downloads of the Sony Cleared Recordings to consumers via the
Service;

WHEREAS
Sony desires to appoint Subscription Service Agent as Sony's agent on the terms and conditions set forth in this Content Integration Agreement;

NOW,
THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.DEFINITIONS

1.01.    "Above the Fold" shall mean situated within the portion of a Web Page that is designed to be visible to
end users on a standard computer screen with a resolution of 800 pixels by 600 pixels without requiring such end users to scroll horizontally or vertically through the Web Page concerned.

1.01.1.    "Adjusted Gross Revenue" shall have the meaning assigned to such term in section 6.03(b)(12)
below.

1.02.    "Advance" shall mean a prepayment of Service Fees (as defined in subparagraph 6.03(a) below), including
for the avoidance of doubt and without limitation, the Execution Advances and the Anniversary Advances (together, the "Syndication Advances") payable
pursuant to Schedule A attached hereto. Subscription Service Agent may recoup Advances solely from Service Fees to be paid or accrued to or on behalf of Sony pursuant to this Content
Integration Agreement. Except as and to the extent, if at all, expressly provided elsewhere herein, Advances paid under this Content Integration Agreement shall not be returnable to Subscription
Service Agent or any other Person.

1.02.1.    "Advertisements" shall have the meaning assigned to such term in section 6.03(b)(1) below.

1.02.2.    "Affiliate" shall mean, with respect to any specified Person, any other Person that, directly or
indirectly, through one or more intermediaries, controls, is controlled by, or is under common ownership or control with, or is owned or controlled by, such specified Person. As used in this
definition, the term "control" (including the terms "controlling", "controlled by" and "under common control with") of a Person means the ownership of at least fifty percent (50%) of the equity of
such other Person.

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1.03.    "Agent Servers" hall mean the computer servers located in the Territory utilized by the Subscription
Service Agent in connection with the Service, including, for the avoidance of doubt, such computer servers that are so-called "seeding peers".

1.04.    "Aggregate Information" shall mean such information concerning the usage habits, patterns and/or
demographic classification of End Users as a group without specifying the identity of any individual End Users, to the extent such information is compiled by or made available to CenterSpan. Aggregate
Information shall include such items and categories of such information as CenterSpan and Sony shall mutually determine in good faith from time-to-time during the Term. For the
avoidance of doubt, examples of items and categories of information that may constitute "Aggregate Information" may include information regarding an End User's postal code, connection speed, ISP,
household income and use of Recordings on the Service.

1.04.1.    (a)
"Album" shall mean one (1) or more audio-only Records, at least forty
(40) minutes in playing time and embodying at least eight (8) different musical compositions sold by Sony in a single package for sale through normal retail channels (as that term is
commonly used in the U.S. phonograph record industry). (b) "Single"a vinyl audio-only Record not more than seven
(7) inches in diameter, or the equivalent in non-vinyl configurations. (c) "Twelve-inch Single"an
audio-only Record which contains not more than three (3) Sides of different Compositions. (d) "Extended Play Record" or
"EP"an audio-only Record which contains four (4) or more Sides of different Compositions but does not constitute an
Album.

1.04.2.    "Applicable Percentage" shall have the meaning assigned to such term in section 6.03(b)(11).

1.05.    "Approved Electronic Device" shall mean an Electronic Device approved by Sony in writing in advance in
each instance for use in connection with the delivery of Sony Materials to End Users via the Service. As of the date hereof, the following Electronic Devices are deemed Approved Electronic Devices:
(i) personal computers that are capable of receiving, storing, playing and protecting Sony Materials in accordance with and subject to the terms and conditions of this Content Integration
Agreement (including, for the avoidance of doubt, accurately storing the Sony Materials concerned according to durational limits measured by a so-called "secure clock" (as such term is
understood in the U.S. electronic commerce industry) and accurately counting Streams and Playbacks via a so-called "secure counter" (as such term is understood in the U.S. electronic
commerce industry) and reporting the number of performances of each Recording to the extent necessary to prepare Service Fee Reports and otherwise comply with the Subscription Service Agent's
reporting obligations hereunder) and that can connect to the Internet but do not have Prohibited Digital Outputs; (ii) hand-held wireless devices that are Permitted Portable Devices
and are capable of receiving, storing, playing and protecting Sony Materials in accordance with and subject to the terms and conditions of this Content Integration Agreement (including, for the
avoidance of doubt, accurately storing the Sony Materials concerned
according to durational limits measured by a so-called "secure clock" (as such term is understood in the U.S. electronic commerce industry) and accurately counting Streams and Playbacks
via a so-called "secure counter" (as such term is understood in the U.S. electronic commerce industry) and reporting the number of performances of each Recording to the extent necessary to
prepare Service Fee Reports and otherwise comply with the Subscription Service Agent's reporting obligations hereunder) and can connect to the Internet but do not have Prohibited Digital Outputs; and
(iii) so called "set top boxes" that are capable of receiving, storing, playing and protecting Sony Materials in accordance with and subject to the terms and conditions of this Content
Integration Agreement (including, for the avoidance of doubt, accurately storing the Sony Materials concerned according to durational limits measured by a so-called "secure clock" (as such
term is understood in the U.S. electronic commerce industry) and accurately counting Streams and Playbacks via a so-called "secure counter" (as such term is understood in the U.S.
electronic commerce industry) and reporting the number of performances of each Recording to the extent necessary to prepare Service Fee Reports and otherwise comply with the

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Subscription Service Agent's reporting obligations hereunder) and that can connect to the Internet but do not have Prohibited Digital Outputs.

1.06.    "Approved Playback Format" shall have the meaning assigned to such term in
section 5.01(a)(ii) below.

1.06.1.    "Approved Streaming Format" shall have the meaning assigned to such term in
section 5.01(a)(i) below.

1.07.    "Approved Media Player" shall have the meaning assigned to such term in section 5.06(b)(3) below.

1.08.    "Approved Security Features" shall have the meaning assigned to such term in subparagraph 5.01(b) below.

1.09.    "Bounties" shall have the meaning assigned to such term in section 6.03(b)(2) below.

1.10.    "Buy Link" shall mean an active Link on the Service Site or Syndication Agent Site, as the case may be,
which links such Service Site to a Web Site created, maintained and hosted by an authorized reseller of Phonograph Records in the United States or Canada, as the case may be, that processes and
fulfills mail order sales of the Phonograph Records embodying Recordings that are Streamed or Conditionally Downloaded to End Users in the United States or Canada, as the case may be.

1.11.    "Canadian Authorized Recordings" shall mean those audio-only, stereo Recordings:
(i) that are embodied on Albums, Singles and EPs released by Sony's principal Licensee in Canada for the
distribution of Phonograph Records in Canada for distribution through normal retail channels (as that term is understood in the U.S. Phonograph Record industry) in Canada and are listed in such
Licensee's then most recent active Canadian product catalog (i.e. the product catalog currently known as the "Sony Music Canada Catalogue"), as such catalog is updated from time to time
throughout the Term; and (ii) in respect of which the sound recording public performance and sound recording reproduction rights have been obtained under the copyright laws of Canada and such
Licensee's recording and other applicable rights acquisition agreement(s), as applicable; and (iii) which are not otherwise excluded under paragraph 3.03 or section 4.03(e)(2)
below.

1.11.1.    "Canadian Cleared Recordings" shall mean those audio-only, stereo Recordings:
(i) that are Canadian Authorized Recordings; and (ii) in respect of all Publishing Rights have been obtained. For the avoidance of doubt, Canadian Cleared Recordings shall only be
accessible by Canadian End Users.

1.11.2.    "Canadian End User" shall mean, at any particular time, any Person who (i) has registered with
Subscription Service Agent a valid billing address that is in Canada, (ii) either (A) subscribes to the Service either through the Subscription Service Agent or a Syndication Agent and
uses the Service solely for personal, non-commercial use or (B) is otherwise eligible to subscribe to the Service but is given access to the Service either through Subscription
Service Agent or a Syndication Agent for a limited, free-trial membership, (iii) has registered for and been assigned by you a User Account, (iv) has been assigned a unique
password by Subscription Service Agent in respect of each User Account which must be correctly entered prior to the commencement of any period during which such Person is permitted to access the
Service (i.e., Persons that do not have such a unique password cannot access the Service) and (v) remains in good standing pursuant to the Service's terms of service and privacy policy.

1.11.2.    "Canadian Street Date" shall have the meaning assigned to such term in subsection
3.03(c)(1)(ii) below.

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1.12.    "Change of Control" shall mean the occurrence of any of the following events:



1.12.1.    "Composition" shall mean (i) a single musical composition, irrespective of length, including all
spoken words and bridging passages, or (ii) a spoken word or dramatic work (or portion thereof), irrespective of length, that is thematically related and embodied by Sony in an Album as a
separate so-called "track" (as that term is understood in the United States Phonograph Record industry).

1.13.    "Conditional Download" shall mean a digital file containing a digitized copy of a Sony Cleared Recording
that is accessed by an End User from the Service that is subject to the following limitations and restrictions: (i) the digital copy resulting from such Download may reside solely on the hard
drive of one (1) Approved Electronic Device owned or controlled exclusively by the End User that has requested the digital file concerned, either directly or indirectly, and cannot be
retransmitted, moved or otherwise copied to any other computer hard drive or other digital storage device by any Person, including, without limitation, any portable device; (ii) the digital
copy will automatically be permanently disabled and/or permanently erased from such hard drive of such End User's Approved Electronic Device (as applicable) upon the expiration or termination of the
End User's subscription to the Service; (iii) the digital copy will automatically be permanently disabled and/or permanently erased from the hard drives of the Approved Electronic Devices of
all End Users immediately upon the termination or expiration of the Term or upon the occurrence of an event hereunder that excludes the Sony Cleared Recording in question from the scope of the Grant
of Rights; (iv) the digital copy will be encoded with a digital rights management specification that (A) complies in all respects with the provisions of Article 5 below, and
(B) complies with any other limitations or restrictions which may be provided for pursuant to this Content Integration Agreement, or otherwise agreed to between the parties hereto. For the
avoidance of doubt, a digital file containing a digitized copy of a Sony Cleared Recording shall not fail to qualify as a Conditional Download by reason, alone, that an End User can create an analog
copy thereof by utilizing an analog audio output jack resident on the Approved Electronic Device concerned.

1.14.    "Conditionally Download" shall mean the act or process of receiving a Conditional Download.

1.14.1    "Data Network Syndication Agent" shall mean: (i) a Syndication Agent that is actually engaged in
the business of selling or otherwise supplying Internet connectivity services in a non-de-minimus capacity (e.g., by merely displaying advertisements) (i.e., a
so-called "Internet service provider" or "ISP") or connectivity or access to any private data network, in whole or in part; (ii) a Syndication Agent that is actually engaged in the
business of selling or otherwise supplying cellular telephone, satellite telephone, ISDN, or POTS (i.e., "plain old telephone service") services in a non-de-minimus
capacity (e.g., by merely displaying advertisements) or access thereto, in whole or in part; (iii) a Syndication Agent that is actually engaged in the business of selling or otherwise supplying
access to cable television (or cable modem networked electronic data) distribution systems, including

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any so-called "multiple system operator" (i.e., a so-called "MSO") in a non-de-minimus capacity (e.g., by merely displaying advertisements), in
whole or in part; and (iv) a Syndication Agent that is actually engaged in selling or otherwise supplying access to a satellite delivered television (or electronic data)
distribution system in a non-de-minimus capacity (e.g., by merely displaying advertisements), in whole or in part.

1.15.    "Default Event" shall have the meaning assigned to such term in subparagraph 11.01(b) below.

1.16.    Omitted
without implication.

1.17.    Omitted
without implication.

1.18.    Omitted
without implication.

1.19.    Omitted
without implication.

1.20.    Omitted
without implication.

1.21.    "Domain Names" shall mean uniform resource locators
("URLs") registered with any duly authorized internet domain name registry (e.g., Network Solutions, Inc.).

1.22.    "Download" (as a noun) shall mean an electronic transmission and delivery of digital data that is
transferred from a central server or the computer hard drive owned or controlled exclusively by another End User (i.e., so-called "peer-to-peer file
sharing") to the End User through the Electronic Medium which results in the creation of an Electronic Digital Copy of the item of content concerned.

1.23.    "Download" or "Downloading" (used as a verb or gerund)
shall mean the process of creating Downloads.

1.24.    "Downloadable" shall mean the capability of resulting in a Download.

1.25.    "Ephemeral Copy" shall have the meaning assigned to such term in section 3.01(b)(1) below.

1.26.    "Electronic Device" shall mean any medium or device designed to (i) accept input of digital data;
(ii) process that input through computer programs and other sets of instructions that control the operation of such electronic device; (iii) accurately count and report the number of
performances of each Recording to the extent necessary to prepare Service Fee Reports and otherwise comply with the Subscription Service Agent's reporting obligations hereunder; and
(iv) produces output and causes a desired result which enables a Person utilizing such device to perceive a copy or performance, as the case may be, of the content embodied in the digital data
transmission concerned.

1.27.    "Electronic Digital Copy" shall mean a copy (other than a Conditional Download or an Ephemeral Copy) of
any content, including without limitation the Sony Materials, in a digital format. A temporary copy of content resident on a machine or device while waiting to be transferred between two
(2) locations in the same machine or device in a manner that is substantially contemporaneous with the transmission of such copy, as in the case of "buffering" or "caching" during the
transmission of a Stream and a temporary Partial Data Cache resident in a so-called "obfuscated cache" (as described with greater particularity in the Technical Specifications attached
hereto) located in a machine or device while waiting to be transferred or potentially transferred from one (1) End User to another End User via so-called
"peer-to-peer file sharing," respectively, shall not, for that reason alone, constitute an "Electronic Digital Copy" of the content concerned.

1.28.    "Electronic Medium" shall mean the subset of the Internet presently known as the World Wide Web and any
other public or private data networks utilized to provide Internet connectivity to consumers, any digital telephone network, any digital cable television distribution platform, and any digital
satellite television platform that primarily delivers audiovisual materials.

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1.29.    "End User" shall mean, at any particular time, any Person who (i) is located in the Territory,
(ii) either (A) subscribes to the Service either through the Subscription Service Agent or a Syndication Agent and uses the Service solely for personal, non-commercial use or
(B) is otherwise eligible to subscribe to the Service but is given access to the Service either through Subscription Service Agent or a Syndication Agent for a limited, free-trial
membership, (iii) has registered for and been assigned by you a User Account, (iv) has been assigned a unique password by Subscription Service Agent in respect of each User Account which
must be correctly entered prior to the commencement of any period during which such Person is permitted to access the Service (i.e., Persons that do not have such a unique password cannot
access the Service) and (v) remains in good standing pursuant to the Service's terms of service and privacy policy.

1.30.    "End User Information" means, collectively, Aggregate Information and Personal Information whether such
information is in oral, or human readable and/or machine readable form.

1.31.    "Entity" shall mean any general partnership, limited partnership, corporation, limited liability company,
joint venture, trust, business trust, cooperative, association or other business organization.

1.32.    "Equity Consideration" shall have the meaning assigned to such term in subparagraph 6.02(a).

1.33.    "Extranet" shall have the meaning assigned to such term in subparagraph 7.01(a) below.

1.33.1.    "Functionality Specifications" shall mean the functionality specifications and mock-ups of
the Service attached hereto as Exhibit A-1.

1.34.    "GAAP" shall mean generally accepted accounting principles set forth in the opinions and pronouncements
of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, which are in effect from
time to time.

1.35.    "Grant of Rights" shall have the meaning assigned to such term in subparagraph 3.01(a) below.

1.35.1.    "Gross Margin" shall have the meaning assigned to such term in section 6.03(b)(3) below.

1.35.2.    "Gross Revenue" shall have the meaning assigned to such term in section 6.03(b)(1) below.

1.36.    "Home Page" shall mean the individual Web Page of a Web Site intended by the Person maintaining the Web
Site concerned to be the first Web Page viewed by end-users accessing such Web Site.

1.36.1.    "Imported Recordings" shall mean audio or audiovisual recordings for which you have not secured the
sound recording public performance and sound recording reproduction rights from the Person owning or controlling the applicable sound recording copyright therein necessary to exploit such recording in
connection with the Service.

1.37.    "Launch Date" shall mean the date that is the earlier of (A) the later of (i) the date that
Subscription Service Agent has created a working version of the Service technically satisfactory to Sony and (ii) the date that Subscription Service Agent has commenced transmission of Sony
Cleared Recordings to End Users on a commercial basis, either directly or through one or more Syndication Agents, pursuant to the terms of this Content Integration Agreement or (B) the date
that is six (6) months after the Effective Date.

1.37.1.    "Licensee" shall mean a licensee of rights from Sony, including, without limitation, wholly or partly
owned subsidiaries, affiliates and other divisions and components of Sony Music Entertainment Inc.

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1.38.    "Link" shall mean an embedded icon, object, graphic or text within a Web Page that consists of a
hypertext pointer to the URL of another Web Page.

1.39.    Omitted
without implication.

1.40.    Omitted
without implication.

1.41.    "Media Player" shall have meaning assigned to such term in section 5.06(b)(1) below.

1.41.1    "Minimum Monthly Amount" shall have the meaning assigned to such term in section 6.03(b)(5)
below.

1.41.2.    "Monthly Playback Number" shall have the meaning assigned to such term in section 6.03(b)(6)
below.

1.41.3.    "Music Site Syndication Agent" shall mean a Syndication Agent that is listed [ * * * ]*in the Entertainment/Music category (or its equivalent, in the event such
category is modified or discontinued for
any reason) on the weekly list of Web Site traffic rankings published by Jupiter Media Metrix (or, in the event that Jupiter Media Metrix no longer regularly publishes a similar list of Web Site
rankings for the Entertainment/Music category, then a similar list of Web Site traffic rankings for the Entertainment/Music (or equivalent) category published by a similarly situated, equally reliable
third party service provider.)

1.41.4.    "New Recordings" shall mean Recordings released by Sony on Phonograph Records for sale through normal
retail channels in the United States after the Effective Date or by Sony's principal Licensee in Canada on Phonograph Records for sale through normal channels in Canada after the Effective Date.

1.41.5.    "Net Advertising Revenue" shall have the meaning assigned to such term in section 6.03(b)(7)
below.

1.41.6.    "Network Syndication Agent" shall mean a Rank 1 Network Syndication Agent, Rank 2 Network Syndication
Agent or Rank 3 Network Syndication Agent.

1.41.7.    "Online Retailer Syndication Agent" shall mean a Syndication Agent that is actively engaged in the
merchandising, marketing or promotion of the sale of Records via the Electronic Medium, either in whole or in part.

1.41.8.    "Partial Data Cache" shall mean a single, encrypted digital file containing a portion of a digitized
copy of a Sony Cleared Recording, which, solely when combined with not less than five (5) other single, encrypted digital files each, respectively, containing a different
non-overlapping portion of a digitized copy of the Sony Cleared Recording concerned, with the aid of an Approved Electronic Device, enables the Sony Cleared Recording to be perceived by
such End User as a Stream of such Sony Cleared Recording or stored as a Conditional Download embodying such Sony Cleared Recording. Without limiting the generality of the foregoing, each Partial Data
Cache shall be subject to the following limitations, restrictions and attributes: (i) the digital file may reside solely on the hard drive of an Approved Electronic Device owned or controlled
exclusively by the End User in a so-called "obfuscated cache" (as described with greater particularity in the Technical Specifications attached hereto), (ii) the digital file cannot
be retransmitted, moved or otherwise copied to any other computer hard drive or other digital storage device by any Person, including, without limitation, any portable device except to the Approved
Electronic Device of another End User in a so-called "obfuscated cache" (as described with greater particularity in the Technical Specifications attached hereto); (iii) the Sony
Materials embodied in the digital file cannot be perceived as Sony Materials, whether directly or with the aid of an Approved Electronic Device, without first verifying that the Person seeking access
is an End User in good standing for the online session concerned and without receiving from the Service the other such non-overlapping portions of the Sony Cleared Recording concerned that
corresponds to

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the digital file concerned; (iv) each Partial Data Cache shall be transferred solely under the control and authority of Subscription Service Agent, and solely to End Users in good standing;
(v) Subscription Service Agent shall track where each digital file resides at all times; and (vi) the digital copy will be securely protected so that it (A) complies in all
respects with the provisions of Article 5 below, (B) utilizes effective technological means designed to prevent Persons from editing, changing or removing any part of the Sony Materials
contained therein or from making a copy (including an Electronic Digital Copy) thereof, or from moving or transferring such file to an Electronic Device that is not an Approved Electronic Device, and
(C) complies with any other limitations or restrictions which may be provided for pursuant to this Content Integration Agreement, or otherwise agreed to between the parties hereto.

1.42.    "Permitted Portable Device" means an End User's SDMI-compliant portable Electronic Device
that is capable of storing and playing the Sony Materials in accordance with and subject to the terms and conditions of this Content Integration Agreement and is an Approved Electronic Device
hereunder.

1.43.    "Person" shall mean any individual and any Entity, and their respective heirs, executors, administrators,
legal representatives, successors and assigns.

1.44.    "Personal Information" means information about each individual End User from which it is possible to
ascertain the identity of such End User, including, without limitation (i) the End User's name, (ii) the End User's mailing address (including, without limitation, the End User's zip or
postal code or equivalent) and electronic mail address and (iii) the End User's personally identifiable transaction data (e.g., credit card number and titles of Records purchased).
Notwithstanding the foregoing or anything elsewhere herein, CenterSpan shall not be obligated to utilize Personal Information for any purpose other than enforcing and protecting the rights,
restrictions and limitations set forth herein by taking appropriate actions in connection with individual End Users and potential End Users that have or allegedly have violated (or that CenterSpan
should have known have or allegedly have violated) CenterSpan's End User license agreement or other terms of service governing usage of the Service or the terms, conditions and limitations set forth
herein regarding uses of Recordings as and to the extent permitted herein.

1.45.    "Phonograph Record" shall mean a Record as embodied by the manufacturer and/or distributor in a physical,
non-interactive Record configuration (e.g., vinyl LP's, cassettes, compact discs, videocassettes) prior to its distribution to the consumer, as opposed to the transmission or communication
of a Record to the consumer prior to being embodied in a physical Record configuration, whether or not it may at some point be embodied in a physical Record configuration, by the consumer or under the
consumer's direction or control.

1.45.1.    "Playback" (as a noun) shall mean a single, encrypted digital transmission of a Sony Cleared Recording
to an End User via a Conditional Download, through an Approved Playback Format, whereby such transmission is contemporaneous with the performance of the Recording embodied therein and which, in all
cases, cannot be digitally copied, duplicated or stored in any manner or medium in whole or in part, directly or indirectly.

1.45.2.    "Playedback" (as a verb) means the act or process of having transmitted Playbacks solely through an
Approved Playback Format.

1.46.    "Procedures Report" shall have the meaning assigned to such term in paragraph 6.06 below.

1.46.1.    "Prohibited Digital Output" shall mean a digital output that forms a part of an Electronic Device that
is capable of rendering or transmitting unencrypted digital data containing a Conditional
Download or a Partial Data Cache that is not subject to the Approved Security Features at a transfer rate that is faster than so-called "real time" (e.g., capable of a transferring a
Record that is intended to have a playing time of sixty (60) minutes in less than that amount of time).

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1.46.2.    "Publishing Costs" shall mean all actual, out-of-pocket costs paid to music
publishers or applicable rights societies with jurisdiction over reproduction rights in connection with exercising: (i) Publishing Rights and (ii) the rights, consents, licenses and
permissions necessary for the mechanical reproduction of musical compositions embodied in all Recordings (other than Sony Cleared Recordings and Sony Authorized Recordings) in connection with the
Service.

1.46.3.    "Publishing Rights" shall mean all rights, consents, licenses and permissions necessary for the
mechanical reproduction of musical compositions embodied in Sony Authorized Recordings in connection with the Service.

1.46.4.    "Publishing Rights Date" shall mean the date is nine (9) months after the Effective Date.

1.46.5.    "Radio Site Syndication Agent" shall mean a Syndication Agent: (a) that is an Internet
"webcaster" (as that term is understood in the U.S. Phonograph Record industry)[ * * * ]*in the webcast channel ratings report
category (or its equivalent, in the event such category is modified or discontinued for any reason) on the weekly list of Internet "webcaster" rankings published by Arbitron (or, in the event that
Arbitron no longer regularly publishes a similar list of Internet "webcaster" rankings for the webcast channel ratings report category, then a similar list of Internet "webcaster" rankings for the
webcast channel ratings report (or equivalent) category published by a similarly situated, equally reliable third party service provider.); (b) that owns or operates a radio station licensed as
such by the Federal Communications Commission that (A) re-transmits or simulcasts terrestrial AM or FM signals over the Internet, and (B) is a radio station that reports
airplay or other statistics to Radio & Records Inc. (i.e., R&R) (or otherwise has its airplay subject to monitoring by Radio & Records Inc., whether or not reported) [ * * * ]
*(or, in the event that Radio & Records Inc. no longer regularly publishes a similar list of rankings of
radio stations, then a similar category or similar categories of radio stations published by a similarly situated, equally reliable third party publication); or (C) that owns or operates a
television station that is licensed as such by the Federal Communications Commission.

1.46.6."Rank 1 Network Syndication Agent"shall mean a Syndication Agent that is [ * * * ]*in the Consolidators or
Portals category (or its equivalent, in the event such category is modified or discontinued
for any reason) on the weekly list of Web Site traffic rankings published by Jupiter Media Metrix (or, in the event that Jupiter Media Metrix no longer regularly publishes a similar list of Web Site
rankings for the Consolidators or Portals category, then a similar list of Web Site traffic rankings for the Consolidators or Portals (or equivalent) category published by a similarly situated,
equally reliable third party service provider.)

1.46.7."Rank 2 Network Syndication Agent"shall mean a Syndication Agent that is [ * * * ]*in the Consolidators or
Portals category (or its equivalent, in the event such category is modified or discontinued
for any reason) on the weekly list of Web Site traffic rankings published by Jupiter Media Metrix (or, in the event that Jupiter Media Metrix no longer regularly publishes a similar list of Web Site
rankings for the Consolidators or Portals category, then a similar list of Web Site traffic rankings for the Consolidators or Portals (or equivalent) category published by a similarly situated,
equally reliable third party service provider.)

1.46.8."Rank 3 Network Syndication Agent"shall mean a Syndication Agent that is [ * * * ]*in the Consolidators or
Portals category (or its equivalent, in the event such category is modified or discontinued
for any reason) on the weekly list of Web Site traffic rankings published by Jupiter Media Metrix (or, in the event that Jupiter Media Metrix no longer regularly publishes a similar list of Web Site
rankings for the Consolidators or Portals category, then a similar list of Web Site traffic rankings for the Consolidators or Portals (or equivalent) category published by a similarly situated,
equally reliable third party service provider.)

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1.47."Record(s)"shall mean all forms of reproductions, transmissions or communications of Recordings now or
hereafter known, manufactured, distributed, transmitted or communicated primarily for home use, school use, jukebox use or use in means of transportation.

1.48."Recording"shall mean a recording of sound (by any method and on any substance or material, or in any
other form or format, whether now or hereafter known, which is used or useful in the recording, production and/or manufacture of Records) embodying the performance of a single Composition.

1.48.1."Record Labels"shall mean any Person owning or controlling multiple Recordings featuring the
performances of a reasonably significant number of recording artists (including, but not limited to, EMI Recorded Music, BMG Entertainment, Universal Music Group, Warner Music Group, Zomba Records
Corporation) and any of Affiliate of any such Person.

1.49."Service"shall mean the interactive subscription music service owned and operated by Subscription Service
Agent conforming to the Technical Specifications, which:



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For
the avoidance of doubt and without limiting the generality of anything in clauses (a) through (g) of this paragraph 1.49, but subject to the allocation
methodology prescribed in subsection 6.03(b)(4)(B)
below, Sony hereby acknowledges that: (i) nothing contained in this Content Integration Agreement shall be construed as a limitation of Subscription Service Agent's right to bundle the Service
with other services operated by Subscription Service Agent as part of the same consumer offering to an End User, and (ii) an End User's opportunity to receive one or more Stream(s) and/or
Conditional Downloads of Sony Cleared Recordings from an Approved Electronic Device of an End User in full compliance with the terms of this Content Integration Agreement (i.e., so-called
"peer to peer file sharing" is a primary aspect of the functionality of the Service).

1.50."Service Fee"shall have the meaning assigned to it in subparagraph 6.03(a) below.

1.51."Service Fee Report"shall have the meaning assigned to such term in paragraph 6.04 below.

1.51.1."Service Release Date"shall have the meaning assigned to such term in section 3.03(c)(1) below.

1.52."Service Site"shall mean the Web Site, based in the United States, the Home Page of which is located at
the Uniform Resource Locator ("URL") scour.com (or a successor URL designated by Subscription Service Agent and approved by Sony in writing in advance, which approval Sony shall not
unreasonably withhold) and is owned and operated solely by the Subscription Service Agent by which End Users can access the Service in accordance with the terms of this Content Integration Agreement.

1.53."Sony Artist"shall mean recording artists whose musical performances are embodied on Sony Cleared
Recordings.

1.54."Sony Authorized Artwork"shall mean the front album cover art, only, used by Sony in the packaging of the
Records in which Sony Cleared Recordings concerned are originally released by Sony in the United States for sale through normal retail channels (as that term is understood in the U.S. Phonograph
Record industry). For the avoidance of doubt, Sony Authorized Artwork shall not include liner notes, lyrics or other artwork, pictorial, graphic, audiovisual or textual materials which are
incorporated in the Album concerned or the packaging or used in the marketing and/or promotion of Phonograph Records embodying the Sony Cleared Recordings.

1.55."Sony Authorized Recordings"shall mean: (a) solely with respect to United States End Users, United
States Authorized Recordings and (b) solely with respect to Canadian End Users, Canadian Authorized Recordings.

1.56."Sony Authorized Trademarks"shall mean any Trademark owned and/or controlled by Sony and made available
to Subscription Service Agent pursuant to the terms and conditions of this Content Integration Agreement.

1.56.1."Sony Cleared Recordings"shall mean: (a) solely with respect to United States End Users, United
States Cleared Recordings and (b) solely with respect to Canadian End Users, Canadian Cleared Recordings.

1.57."Sony Materials"shall mean the Sony Cleared Recordings and Sony Authorized Artwork.

1.58."Sony Parties"shall mean Sony Music Entertainment Inc. and its parent, subsidiaries, affiliates,
divisions, components and Licensees and each of their officers, agents, employees, partners, directors, controlling persons and advisors.

1.58.1."Sony's Pro Rata Share"shall have the meaning assigned to such term in section 6.03(b)(8) below.

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1.58.2."Sony's Usage Percentage"shall have the meaning assigned to such term in section 6.03(b)(9)
below.

1.59."Stream"(as a noun) shall mean a single, encrypted digital transmission of Recordings to End Users from
the Agent Server (or, in the case of so-called "peer-to-peer Streaming," from the Approved Electronic Device of an End User in full compliance with the terms of
this Content Integration Agreement) solely through the Electronic Medium, which digital transmission is, in the case of Recordings, contemporaneous with the performance of the Recording embodied
therein and which, in all cases, is designed not to be digitally copied, duplicated or stored in any manner or medium in whole or in part, directly or indirectly (other than any temporary copies used
solely for so-called "caching" or "buffering").

1.60."Stream", "Streaming" or "Streamed"(as a verb or gerund) shall mean the act or process of transmitting
Streams solely through an Approved Streaming Format.

1.61."Street Date"shall have the meaning assigned to such term in section 3.03(c)(1) below.

1.62."Stock Purchase Agreement"shall have the meaning assigned to such terms in subparagraph 6.02(b) below.

1.62.1."Subscription Fees"shall have the meaning assigned to such term in section 6.03(b)(10) below.

1.62.2."Syndication Agent"shall mean any Person who complies with the provisions of paragraph 8.02
below.

1.62.3."Syndication Agent Agreement"shall have the meaning assigned to such term in subparagraph 8.02(a)
below.

1.62.4.Omitted without implication.

1.62.5.Omitted without implication.

1.62.6."Syndication Agent Sites"shall mean the Web Sites, based in the United States or Canada, that are owned
and operated solely by the Syndication Agents by which End Users can access the Service in accordance with the terms of this Content Integration Agreement.

1.63."Technical Specifications"shall mean the technical specifications of the Service attached hereto as
Exhibit A-2.

1.64."Term"shall have the meaning assigned to it in paragraph 2.01 below.

1.65."Territory"shall have the meaning assigned to it in paragraph 2.02 below.

1.66."Trademarks"shall mean trademarks and service marks, trade names, brand names, corporate names, logos,
trade dress, and other words, designations, labels, symbols, designs, colors, color combinations or product configurations, whether registered or unregistered.

1.66.1."Triggering Person"shall mean a Person or an Affiliate of such Person: (i) that is engaged in
the business of selling or otherwise making available Records (including, for the avoidance of doubt, Internet music retailers); (ii) that is meaningfully and substantially engaged in the
recording industry; (iii) that is meaningfully and substantially engaged in the music publishing industry; (iv) that is engaged in any business that owns or controls a Person that is [ * * * ]*in the Consolidators or Portals category
(or its equivalent, in the event such category is modified or discontinued for any reason) on the weekly list of Web Site traffic rankings published by Jupiter Media Metrix (or, in the event that
Jupiter Media Metrix no longer regularly publishes a similar list of Web Site rankings for the Consolidators or Portals category, then a similar list of Web Site traffic rankings for the Consolidators
or Portals (or equivalent) category published by a similarly situated, equally reliable third party service

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provider); (v) that is engaged in the business of manufacturing and/or selling consumer electronics devices; (vi) that is engaged in the business of selling blank digital recording
media (other than those products in respect of which appropriate royalties are paid in accordance with the Audio Home Recording Act amendments to the United States Copyright Law), products designed to
circumvent copy protection mechanisms (e.g., audio and/or video stream capture software) or any service that directly or indirectly facilitates the reproduction, distribution, display and/or
performance of copyrighted materials without the express authorization of the applicable rightsowners; and/or (vii) any business conducted by a Person that is a Prohibited Entity (as defined in
subsection 16.06(b)(1)(i) below).

1.66.2."United States Authorized Recordings"shall mean those audio-only, stereo Recordings:
(i) that are embodied on Albums, Singles and EPs released by Sony for distribution through normal retail channels (as that term is understood in the U.S. Phonograph Record industry) in United
States and are listed in Sony's then most recent active United States product catalog (i.e., the product catalog currently known as the "U.S. Pocket Pop Alpha"), as such catalog is updated from time
to time throughout the Term; and (ii) in respect of which the sound recording public performance and sound recording reproduction rights have been obtained under the copyright laws of United
States and Sony's recording and other applicable rights acquisition agreement(s), as applicable; and (iii) which are not otherwise excluded under paragraph 3.03 or
section 4.03(e)(2) below.

1.66.3."United States Cleared Recordings"shall mean those audio-only, stereo Recordings:
(i) that are United States Authorized Recordings; and (ii) in respect of all Publishing Rights have been obtained. For the avoidance of doubt, United States Cleared Recordings shall only
be accessible by United States End Users.

1.66.4."United States End User"shall mean, at any particular time, any Person who (i) has registered
with Subscription Service Agent a valid billing address that is in the United States, (ii) either (A) subscribes to the Service either through the Subscription Service Agent or a
Syndication Agent and uses the Service solely for personal, non-commercial use or (B) is otherwise eligible to subscribe to the Service but is given access to the Service either
through Subscription Service Agent or a Syndication Agent for a limited, free-trial membership, (iii) has registered for and been assigned by you a User Account, (iv) has
been assigned a unique password by Subscription Service Agent in respect of each User Account which must be correctly entered prior to the commencement of any period during which such Person is
permitted to access the Service (i.e., Persons that do not have such a unique password cannot access the Service) and (v) remains in good standing pursuant to the Service's terms of service and
privacy policy.

1.66.5."United States Street Date"shall have the meaning assigned to such term in subsection
3.03(c)(1)(i) below.

1.67."User Account"shall mean, with respect to each End User, the unique account set up by the Subscription
Service Agent to govern such End User's access to the Service.

1.68."Web Page"shall mean a document that is either (A) written in HTML (i.e., Hypertext Markup
Language), or another industry standard mark-up language, that is made available for viewing by End Users at a single URL or Domain Name via the World Wide Web portion of the Internet by
server software using HTTP (i.e., Hypertext Transfer Protocol) to effectuate data transmission (or server software using any other generally accepted protocols utilized to effectuate data
transmissions via the World Wide Web portion of the Internet); or (B) written in any computer programming language other than HTML, that is intended to be accessible, directly or indirectly,
simultaneously to End Users via a computer or any other electronic device on any public data network that uses Transmission Control Protocol/Internet Protocol (i.e., TCP/IP) or Wireless Application
Protocol (i.e., WAP) to effectuate data transmission (or any other generally accepted protocols utilized to effectuate data transmissions via public data networks).

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1.69."Web Site"shall mean a collection of Web Pages (or its functional equivalent in non-World
Wide Web based methods of transmitting, receiving and displaying textual and graphic digital data) with a common theme or subject matter which are: (a) organized hierarchically,
(b) owned, managed and operated by the same Person or at the direction of such Person, and (c) interconnected via Links.

2.TERM; TERRITORY

2.01.    The
term of this Content Integration Agreement ("Term") will begin as of the Launch Date and will continue for a period ending on the date that is three
(3) years after such Launch Date, unless sooner terminated pursuant to Article 11 below.

2.02.    The
territory of the Grant of Rights is the United States (including solely the territories and/or possessions of Puerto Rico and the U.S. Virgin
Islands) and Canada ("Territory"). Without limiting the foregoing, you represent and warrant that: (i) neither you nor any Syndication Agent, directly or indirectly, will market, promote or
advertise the Service in any manner directed to, or designed to attract, visitors to the Service from countries outside the Territory; (ii) neither you nor any Syndication Agent will allow any
Person whose billing address is outside of the United States or Canada to be an End User; (iii) neither you nor any Syndication Agent will create or facilitate the creation of Links from Web
Sites outside the Territory to the Service Site or to any Syndication Agent Site; (iv) you will require each End User to represent and warrant to you in a click-through End User license
agreement
governing such End User's use of the Service that such End User resides in the United States or Canada, as the case may be; (v) United States End Users shall not have access to Canadian Cleared
Recordings, directly or indirectly, in whole or in part and Canadian End Users shall not have access to United States Cleared Recordings, directly or indirectly, in whole or in part; and
(vi) you will immediately terminate the subscription of any End User who violates the terms of his or her End User license agreement. You shall use your best good faith reasonable efforts to
prevent other Web Sites outside of the Territory from creating Links from such Web Sites to the Service. Notwithstanding the preceding three sentences, Sony hereby acknowledges and agrees that:
(i) your rights hereunder include the right to exploit the Sony Materials via the Internet, which by its nature extends beyond the Territory and (ii) you shall use effective,
state-of-the-art technologies that (a) prevent Persons seeking access to the Service from domains located outside the Territory from accessing the Service
and (b) effectively block out access to the Service based upon billing or addresses or other Personal Information that would lead a reasonable Person to believe that such Person is a resident
of a territory outside the Territory; provided that such technologies are available to you on commercially reasonable terms (for the purpose hereof, "reasonableness" shall be determined by taking into
account the cost of implementing the technologies as compared to the general operating costs of CenterSpan in general).

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3.GRANT OF RIGHTS

3.01.(a)    Sony hereby appoints you to act as its non-exclusive agent to solely perform the functions
expressly authorized by Sony pursuant to subparagraph 3.01(b) below in connection with the Sony Materials, as integrated by you into the Service. For the avoidance of doubt, this Content Integration
Agreement may not be terminated during the Term except as otherwise specifically provided herein. Your right to integrate the Sony Materials into the Service and to distribute those Sony Materials in
accordance with the terms of this Content Integration Agreement is sometimes referred to herein as the "Grant of Rights". Your rights to use the Sony Materials shall be subject to all of the terms and
conditions of this Content Integration Agreement, and your right to use such Sony Materials shall not constitute a transfer of rights to you in or to the Sony Materials or any other intellectual
property associated therewith, except to the extent expressly authorized herein. For the avoidance of doubt, nothing contained in this Content Integration Agreement shall be construed as giving you or
any Syndication Agent the right to sell, resell or otherwise conduct or authorize the transmission of Sony Materials, either in whole or in part, as a dealer, retailer, distributor, subdistributor,
merchant or otherwise, except to the extent expressly authorized herein. Sony hereby acknowledges that you are a distributor of Records. Notwithstanding the foregoing or anything elsewhere herein,
neither you nor any Person deriving rights from you shall enable or facilitate access, directly or indirectly, in whole or in part, to Records, Recordings, or other materials, owned or controlled by
Sony or any of its Licensees via the Service or otherwise that do not constitute Sony Cleared Recordings hereunder in the Territory or elsewhere.



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3.02.You hereby represent, warrant and covenant that: (i) you have not and shall not grant any third
party rights to use any Sony Materials (a "Third Party Use") not granted to you in this Content Integration Agreement; and (ii) you have exercised and will continue to exercise commercially
reasonable efforts to monitor all Third Party Uses to ensure that they abide by the terms of the
preceding clause (i). If you become aware of any unauthorized manufacture, advertising, distribution, lease or sale by any third party of the Sony Materials, or any other Recordings (or related
Sony Authorized Artwork) the copyrights to which are owned or controlled by Sony or its Licensees, you shall immediately advise Sony in writing thereof and shall cooperate with Sony (at Sony's
reasonable expense, provided that such unauthorized use(s) is not due, in whole or in part, to Subscription Service Agent's (or any Person deriving rights from Subscription Service Agent) acts or
omissions) in the event that Sony commences any action or proceeding against such third party. In the event that any Third Party Use violates the terms of this Content Integration Agreement, you agree
to assign to Sony any rights, now or hereafter in existence, which you may have to sue or otherwise bring an action in law or in equity against such third party infringer for violating the terms of
this Content Integration Agreement or otherwise violating Sony's rights in and to the Sony Materials.

3.03.(a)    At all times during the Term, Sony shall have the right at its sole discretion, effective immediately
upon notice to you (which notice may, notwithstanding anything to the contrary herein, be via facsimile, electronic mail or any other effective method of communication), to exclude any Sony Materials
from the scope of the Grant of Rights for any of the following reasons:



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4.OPERATION OF THE SERVICE; RESTRICTIONS

4.01.Omitted without implication.

4.02.(a)    All rights in any Sony Materials furnished by Sony or used by Subscription Service Agent at Sony's
request in connection with the Subscription Service, including the copyright and the right to secure copyright, shall, as between you and Sony, be Sony's property throughout the universe and in
perpetuity.



4.03.(a)    Subscription Service Agent shall be solely responsible for creating, maintaining and hosting the
Service in accordance with the Technical Specifications and the Functionality Specifications.



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4.04.Subscription Service Agent shall take such action as may be necessary to avail itself of the "safe
harbor" limited liability provisions of the Digital Millennium Copyright Act of 1998 (as it may be amended from time to time), and shall comply in full with all of the procedures detailed therein as
may be necessary to take advantage of such provisions.

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4.05.(a)    You warrant, represent and agree to comply with all formalities necessary to ensure the full
protection of Sony's or its licensors' copyrights in the Sony Materials and Sony Authorized Trademarks as Sony may reasonably request. Your obligations under the preceding sentence shall include, but
not be limited to causing the following information to be prominently and legibly displayed in human readable form on the Approved Media Player on which the Sony Cleared Recording concerned is
Streamed or Conditionally Downloaded, provided that with respect to Approved Electronic Devices
that are Permitted Portable Devices only to the extent technologically feasible using then current state-of-the art means:



The
information set forth above shall be displayed on the Service in a manner no less prominent in terms of size, type, appearance and other features as Subscription Service Agent displays similar
information regarding the same category of content (i.e. sound recordings, artwork, etc.) made available for use on the Service according to an authorization from a Person other than Sony appearing on
or in connection with the Service.



4.06.(a)    (1)    Subscription Service Agent shall not, without Sony's prior written consent in each
instance, which consent Sony may withhold in its unrestricted discretion, make any use (directly or indirectly) of or authorize any other Persons deriving rights from Subscription Service Agent to use

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(directly or indirectly) any Sony Authorized Trademark or of the names, likenesses or biographical materials of any Sony Artist and/or any other Persons contributing to the recording or creation of
any Sony Materials (except as explicitly set forth herein), including, for the avoidance of doubt and without limitation, any producers, mixers and/or remixers, in advertisements, promotions, press
releases or marketing materials used in connection with the Service or otherwise. In instances where Sony has granted you consent to use the name or likeness of a particular Sony Artist or other
Person: (i) your right to use the name and likeness of such Person shall be limited to the extent to which such Person's name and likeness has been approved by Sony pursuant to the preceding
sentence, and (ii) Sony may, at its sole election, terminate any rights granted to you in connection with such Person's name and/or likeness upon forty-eight (48) hours notice to you
(which notice may, notwithstanding anything to the contrary herein, be via facsimile, electronic mail or any other effective method of communication). Upon your receipt of same, you and all
Syndication Agents shall immediately cease to use the name and likeness of such Person on or in connection with the Service; provided, however, that solely to the extent that you do not have the right
or ability to prevent the further use or dissemination of the materials or advertisements concerned you may continue to use the name and likeness of such Person on materials previously manufactured
and advertisements previously placed. If you or any Syndication Agent do not cease using (directly or indirectly) any Sony Authorized Trademark or the names, likenesses or biographical materials of
any Sony Artist and/or any other Persons contributing to the recording or creation of any Sony Materials upon Sony's request under section 4.06(a)(i) above, then, upon Sony's written
request and without limiting any of Sony's other rights or remedies, you or the Syndication Agent concerned, as applicable, shall terminate access to the Service (with respect to Sony Materials only).



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4.07.Subscription Service Agent shall not, under any circumstance, (i) attempt to pledge, mortgage or
otherwise encumber the (A) Sony Materials, or, attempt to pledge, mortgage or otherwise encumber Subscription Service Agent's rights under this Content Integration Agreement for the benefit of
or on behalf of a Triggering Person or (B) any other tangible or intangible property of Sony provided to Subscription Service Agent pursuant to this Content Integration Agreement (including,
without limitation, End User Information) or (ii) attack or challenge the validity of any of Sony's or its Affiliate's copyrights, trademarks or other intellectual property rights or licenses.

5.SECURITY

5.01(a)    All Sony Materials transmitted pursuant to the Service shall be transmitted solely in either:



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5.02.In order to ensure that all Persons other than End Users are prevented from accessing any Sony Materials contained in
the Service, Subscription Service Agent shall cause the Subscription Service to
operate in accordance with each of the following security features at all times during and after the Term:



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5.02.1.At all times during the Term you shall ensure that all Sony Cleared Recordings used in connection with Service shall
at all times: (i) originate from files on the Agent Servers and (ii) be available to End Users directly from the Service Site or from the Service Site indirectly via a Syndication Agent
Site (in accordance with the terms and conditions of this Content Integration Agreement). For the avoidance of doubt, in the case of so-called "peer to peer file sharing", Sony Cleared
Recordings may originate from files on the hard drive of an Approved Electronic Device of an End User in compliance with the terms hereof.

5.03.(a)    At all times during the Term, you shall actively monitor compliance by each Person accessing Sony
Materials via the Service or otherwise of the Approved Security Features. In the event that you become aware that any Approved Security Features are reasonably capable of circumvention by any Person,
you shall immediately inform Sony thereof. Upon being so informed by you, or alternatively, upon Sony's informing you that any Approved Security Features are reasonably capable of circumvention by any
Person (the capability of such circumvention is sometimes referred to herein as a "Security Flaw"), you and Sony shall immediately discuss an
appropriate course of action, taking into account, at a minimum, the severity of the Security Flaw, the scope of any commercial impact upon Sony resulting from the exploitation of the Security Flaw,
the likelihood of repeated circumvention, the risk to any intellectual property rights of Sony and its Licensees, and the cost to CenterSpan of addressing the Security Flaw. CenterSpan shall
(i) implement any reasonable resolution proposed by Sony after such discussions within the shortest possible time period that is commercially practicable (in no event shall this period last
more than seventy-two (72) hours from the date of discovery of the Security Flaw concerned); and (ii) give Sony, within twenty-four (24) hours of the date
of discovery of the Security Flaw concerned, such assurances and furnish to Sony such plans as are reasonably satisfactory to Sony detailing, with reasonable particularity, the steps that have been
taken and the steps that you propose to take in connection with clause (i) of this sentence. Nothing in this paragraph 5.03 shall be deemed to limit any of Sony's rights or remedies
hereunder or otherwise, including, for the avoidance of doubt, Sony's right to recover damages (whether or not you have complied or attempted to comply with the provisions of this paragraph), and the
provisions of paragraph 16.01 shall, for the avoidance of doubt, require you to indemnify Sony for all damages arising from all Security Flaws in accordance with the provisions thereof (whether
or not you have complied or attempted to comply with the provisions of this paragraph).



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5.04.Without limiting the generality of anything in this Content Integration Agreement, neither Subscription Service Agent
nor any Person deriving rights from Subscription Service Agent shall, through Subscription Service Agent's acts or omissions, either directly or indirectly, in whole or in part, create or facilitate
the creation of Electronic Digital Copies of any Sony Materials except to the extent expressly permitted herein in connection with the Service.

5.05.Upon reasonable advance notice and subject to paragraph 14.02, Sony shall have the right, at its
own expense, to conduct technical audits of the Service including, for the avoidance of doubt and without limitation, all hardware and software components and systems utilized by Subscription Service
Agent in connection with the Service including server logs, and all documentation

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setting forth Subscription Service Agent's policies and procedures with respect to security features and formats including but not limited to, the Approved Security Features. Sony shall use
reasonable efforts to conduct such technical audit in a non-intrusive manner and shall have the right the conduct such technical audit only one time per semi-annual period;
provided, however, that in the event Sony has notified you of a Security Flaw, the foregoing restriction shall not apply and Sony shall be entitled to conduct a technical audit whether or not a
technical audit(s) has previously been conducted during that semi-annual period. In addition, as and to the extent that you have the right to conduct technical audits of Syndication
Agents, Sony shall be allowed to actively participate, through Persons designated by Sony in its sole discretion, in technical audits of Syndication Agents conducted by you or, if Sony declines to so
participate in the audit concerned, promptly following Sony's request therefor, in each instance, Sony shall be furnished with a copy of all reports, materials and other information received by
you in connection with or arising out of each technical audit of each Syndication Agent conducted by you. Without limiting the generality of the foregoing, at all times, you shall use best good faith
reasonable efforts to obtain such technical audit rights from the Syndication Agents.

5.06.(a)    You hereby represent and warrant that at all times during the Term only Approved Media Players (as
defined below) shall be used by End Users of the Service in connection with the transmission, performance and/or playback of Recordings during each session in which the End User concerned has access
to reproductions, performances and/or transmissions of Sony Cleared Recordings made available via the Service, either in whole or in part, directly or indirectly.



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6.PAYMENTS AND FEES

6.01.(a)    You shall make the following payments to Sony, by wire transfer or certified check, in immediately
available funds on the dates specified in subparagraphs 6.01(b) and (c) below: (i) a non-recoupable, non-returnable payment in the amount of One Million Dollars
($1,000,000) (the "Service Preparation Fee") and (ii) a recoupable Advance in the amount of One Million Dollars ($1,000,000) (the "Initial Advance").



6.02.(a)    Simultaneous with the complete execution of this agreement, and in consideration of the mutual
covenants contained herein, you hereby agree to award, transfer and assign to Sony Two Hundred Eighty Three Thousand Five Hundred Fifty Six (283,556) shares of common stock of Subscription Service
Agent (representing an interest equal to at least three percent (3%) of the total issued and outstanding capital stock of Subscription Service Agent) (the "Equity Consideration").



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6.02.1.(a)    In connection with each Syndication Agent who is a Music Site Syndication Agent, Network Syndication
Agent, Online Retailer Syndication Agent, Radio Site Syndication Agent or Data Network Syndication Agent authorized by you to offer the Service via the Syndication Agent Site concerned you agree to
make the Advance payments set forth in Schedule A hereto to Sony, by wire transfer or certified check, in immediately available funds on the dates specified thereon.



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6.02.2.(a)    Ten percent (10%) of the Advances payable to Sony hereunder and ten percent (10%) of the Service
Fees hereunder shall be deemed to be paid to Sony in consideration of the rights granted to you in section 3.01(b)(1) above.



6.03.(a)    In consideration of the rights granted to you hereunder, you agree to pay to Sony at the end of each
calendar month (and in accordance with the provisions of this Article 6) a fee (the "Service Fee") in an amount equal to Sony's Pro Rata Share of Adjusted Gross Revenue during such month;
provided, however, that in no event shall the amount payable to Sony during any particular such month be less than the Minimum Monthly Amount.



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Aggregate Number of End Users

Applicable Percentage[ * * * ]*




6.04.(a)    (i)    CenterSpan shall compute the Service Fees and any other payments accrued hereunder as
of the end of each calendar quarter-annual period hereunder. Within thirty (30) days following the end of each quarter-annual period hereunder, CenterSpan shall send Sony an accounting
statement covering that computation setting forth a description and calculation of the applicable payments in detail sufficient to support the calculations of the amounts paid, including the items of
information described in section 6.04(a)(ii) below (the "Service Fee Report"), together with any Service Fees which are due after deducting unrecouped Advances and other sums which are
due; provided, however, that if Sony administers Publishing Rights pursuant to subsection 4.03(e)(2)(iii), then you shall send Sony the Service Fee Report and any such Service Fees and other sums
which are due thereunder, including any sums payable pursuant to section 4.03(e)(2)(ii) above, within fifteen (15) days following the end of each quarter-annual period hereunder
(or such shorter periods as may be reasonably necessary in order for Sony to effectively and timely administer Publishing Rights obtained by Sony hereunder and pay Publishing costs in connection
therewith (e.g., monthly)).



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6.05.Omitted without implication.

6.06.Subscription Service Agent shall cause the independent public accounting firm that audits Subscription
Service Agent's books and records to prepare in respect of each fiscal year of Subscription Service Agent during the Term an agreed upon procedures report (each, a "Procedures Report") verifying that
the financial and other information contained on the Service Fee Reports correspond directly to the underlying books and records of Subscription Service Agent, without adjustment and/or reconciling
items. Such books and records shall be the basis for Subscription Service Agent's own audited financial statements and shall be subject to an adequate system of internal accounting controls
surrounding the assertions of completeness, accuracy, occurrence proper period and valuation. Each such Procedures Report shall be delivered to Sony by no later than forty-five
(45) days following the end of the fiscal year covered by the Procedures Report.

6.07.Subscription Service Agent shall maintain accurate and complete records and books of account in
accordance with GAAP applied on a consistent basis, which shall include, at a minimum, all documentation needed by Sony to compute and verify the payments payable to Sony hereunder, and to verify all
of the information required to be delivered to or otherwise made available to Sony in connection with the performance of this Content Integration Agreement. No more than once per year,
and only within three and one-half (31/2) years following the termination or expiration of the Term, Sony's representatives will have the right to examine those books and
records at any time during Subscription Service Agent's normal business hours, and to make copies of them and extract information from them. Subscription Service Agent will cooperate with Sony's
representatives to insure their reasonable (as construed broadly in order for Sony to enforce and protect its interests in connection with this Content Integration Agreement) access to Subscription
Service Agent's books and

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records and will furnish such supplemental information and documents as Sony may request. If the audit establishes that Subscription Service Agent has under-accounted and/or underpaid any Service
Fees (deficiency) of eleven percent (11%) or more of the Service Fees reported during the audit period then the total expenses of such inspection, including fees, shall be borne by Subscription
Service Agent. Subscription Service Agent shall promptly pay the amount of such deficiency, plus interest, as provided herein.

6.08.Omitted without implication.

6.09.You warrant and represent that you will bear and pay any and all taxes, duties and customs of any kind,
however designated, levied or based in any way anywhere in the Territory upon the performance of your obligations under this Content Integration Agreement or the sale or resale of any products or
services by you, including, for the avoidance of doubt and without limitation, all sales, use, excise, purchase, value added or similar taxes (other than income taxes payable by Sony on monies earned
by Sony under this Content Integration Agreement). You will execute any documents Sony may deem necessary or desirable to evidence your liability for such taxes. If any claim is made against Sony for
such taxes, you will promptly remit to Sony such sums together with any penalties and interest assessed.

6.10.For a period of three and one-half (31/2) years following the last day of the
Term, Subscription Service Agent shall retain all transaction data, End User Information and other data or information reasonably necessary for Sony and Subscription Service Agent to determine and
verify all amounts due or payable hereunder and for accounting purposes, including, without limitation, each of the items required in each Service Fee Report.

7.EXTRANET; END USER INFORMATION

7.01.    (a)    Commencing
as of the date that is thirty (30) days from the Launch Date, you will make available to Sony for access
twenty-four (24) hours per day, seven (7) days per week, an electronic mechanism (e.g., a so-called "extranet") (the "Extranet") whereby Sony shall have access to
detailed
information in respect of the Service, which information is updated at no less than daily intervals, including, without limitation, with respect to the following types of information:



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7.02.    (a)    At
all times during the Term, you shall collect and retain User Information from all End Users. All such User Information, to the extent
it is Aggregate Information, collected and retained by you shall be jointly and equally owned by each of you and Sony. Each of you and Sony shall at all times during the Term have unrestricted access
to all such Aggregate Information applicable to End Users. Without limiting the generality of this paragraph 7.02, Aggregate Information shall not be sold by Sony to any third party or used by
Sony for purposes other than in connection with Sony's own internal analysis or review.

(b)  Each
End User shall, when registering to become a subscriber of the Service on the Service Site (and specifically excluding those who join the Service via a Syndication
Agent Site), be offered in clear, prominent and unambiguous terms (which terms shall be subject to Sony's prior, written consent in each instance) the option to subscribe to Sony Music's electronic
mailing list (each End User who has subscribed to Sony Music's electronic mailing list shall hereinafter be referred to as a "Sony Subscriber"). Without limiting the first sentence of this
paragraph 7.02, you shall deliver to Sony in a file format reasonably acceptable to Sony, the name and electronic mail address of each Sony Subscriber promptly following the date that the Sony
Subscriber concerned has subscribed to Sony Music's electronic mailing list.

7.03.    Each
of the parties hereby represents and warrants to the other that: (a) all uses by such party and each Person deriving rights from such party
of End User Information shall at all times comply with such party's privacy policy in effect at the time that the End User Information concerned was collected by such party, and (b) each
party's privacy policy with respect to the collection and use of User Information shall at all times comply with any and all applicable laws, and shall at all times otherwise be in accordance with all
generally accepted customs and practices in the electronic commerce industry in the United States.

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8.SYNDICATION AGENTS

8.01.    Subject
in each case to the restrictions herein, you shall be permitted to enter agreements with Syndication Agents whereby such agents: (i) will
facilitate Sony's sale of Streams and Conditional Downloads to End Users by providing access to the Service from Syndication Agent Sites and (ii) will provide access to the Service from
Syndication Agent Sites by creating a Link between such Web Sites and the Service Site. Each Syndication Agent's ability to access and/or control the Sony Materials shall be limited solely to the
ability of the Syndication Agent to access and retransmit the Service by Linking its Syndication Agent Site to the Service Site. Except as set forth herein, no Syndication Agent shall have the right
to: (i) use any Sony Authorized Trademark or any of the Sony Materials for any purpose whatsoever (including marketing of the Service or the Syndication Agent Site) without the express written
consent of Sony or (ii) allow any Person other than an End User (or potential End User pursuant to a limited, free-trial membership) to access the Service. Notwithstanding the
foregoing or
anything elsewhere herein, Syndication Agent may allow Persons other than End Users to access the Service to the extent permitted under section 4.06(a)(2); provided, however, that such Persons
shall not be entitled to Stream or Playback any Sony Cleared Recordings unless and until such Persons qualify as End Users hereunder. All aspects of the Service shall, at all times, remain under the
sole control and authority of the Subscription Service Agent. Syndication Agents may have the right, power or authority to "co-brand", or otherwise market the Service under any other name,
but shall not have the right, power or authority to "private label" the Service (i.e., brand the Service in a manner that does not prominently and accurately attribute to Subscription Service Agent's
role in connection with the Service). For the avoidance of doubt, in the event that the Service is presented bearing a Syndication Agent's brand, trademark or other identifying information, and also
includes the phrase "Presented by CenterSpan.com" or the phrase "Powered by C-Star" (or another equivalent phrase accurately denoting some affiliation with Subscription Service Agent) on
each Web Page that forms a part of the Service, such presentation shall be deemed to be "co-branded" version of the Service and not a "private label" version of the Service.

8.02.    A
Person must satisfy all of the following conditions in order to constitute a Syndication Agent hereunder:



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If
at any time during the Term you become aware that a Syndication Agent ceases to comply with conditions (b) - (e) above, you agree to notify Sony immediately thereafter and you agree to block such
Syndication Agent's access to the Sony Materials as soon as practicable but in no event later than twenty-four (24) hours thereafter, subject to the remainder of this
paragraph 8.02. If at any time during the Term Sony becomes aware that a Syndication Agent ceases to comply with condition (d) above, Sony agrees to notify you (which notice,
notwithstanding anything to the contrary herein, may be via telephone, facsimile, electronic mail or any other effective method of communication) and you shall notify the Syndication Agent concerned
of such non-compliance and use your best efforts to cause such Syndication Agent to cure such non-compliance; provided that Sony's failure to so notify you shall not be deemed
a breach of this Content Integration Agreement. In the event that the non-compliance concerned is not cured to Sony's satisfaction within ten (10) days following Sony's notice to
you, then you shall immediately and permanently deny such Syndication Agent access to the Sony Materials and you shall promptly thereafter send Sony a notice which accurately confirms, with reasonable
particularity, such denial.

8.03.    (a)    You
shall use best efforts to cause each Syndication Agent to abide by the applicable Syndication Agent Agreement (to the extent
applicable to the Sony Materials) and the terms of this Content Integration Agreement (to the extent they apply to the Syndication Agent). If you become aware of any breach or if you suspect any
breach of any of the Syndication Agent Agreements, or if you become aware or you suspect that any Syndication Agent's use of the Sony Materials or the Sony Trademarks violates any terms of this
Content Integration Agreement, you shall immediately notify Sony and the Syndication Agent thereof, and you agree to use your best efforts to cause such Syndication Agent to cure such breach. In
addition, if Sony notifies you of any such breach, or alleged breach, you shall notify the Syndication Agent concerned of such breach and use your best efforts to cause such Syndication Agent to cure
such breach. In the event that the material breach concerned is not cured to Sony's satisfaction within forty-eight (48) hours following your or Sony's notice of breach to the Syndication Agent
concerned (whichever is sooner) (which notice, notwithstanding anything to the contrary herein, may be via telephone, facsimile, electronic mail or any other effective method of communication), then
you shall so notify Sony and you shall immediately and permanently deny such Syndication Agent access to the Sony Materials. You shall cooperate with Sony in any action or proceeding Sony commences
against any Syndication Agent whose use of the Sony Materials violates the terms of this Content Integration Agreement or the Syndication Agent Agreements. The
Subscription Service Agent assumes full responsibility for each Syndication Agent's compliance with the terms of this Content Integration Agreement.

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9.PROMOTIONAL OPPORTUNITIES

9.01.    Subscription
Service Agent shall provide to Sony, within thirty (30) days following the Effective Date and throughout the remainder of the Term,
the following marketing rights:



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10.MOST FAVORED NATIONS

10.01.    (a)    If,
in connection with the furnishing to you of Recordings used or to be used in connection with the Service, or any rights therein,
you enter into an agreement with any third party, you agree to promptly notify Sony of such agreement (each such agreement is sometimes referred to below as an "Outside Agreement") and provide a copy
of such Outside Agreement to the Outside Consultant (as defined below). With respect to each Outside Agreement, Sony shall have the right to appoint an independent third party (an "Outside
Consultant") to advise Sony, at Sony's sole expense, whether[ * * *]*is more favorable than [ * * * ]*of this Content
Integration Agreement[ * * *
]*. Sony's Outside Consultant shall have the right to inspect each Outside Agreement for the purpose of advising Sony whether [ * * * ]*is more
favorable than [ * * * ]*of this Content Integration Agreement [ * * * ]*. If [ * * *]*is more favorable than [ * * * ]*, you shall offer to amend this Content Integration Agreement to reflect[* * * ]*of the Outside Agreement [ * * * ]*. If your offer is accepted by Sony, the parties shall
promptly amend this Content
Integration Agreement to reflect[ * * * ]*(the "Amended Agreement"). Sony shall have a period of
thirty (30) days from the date that the Outside Agreement concerned is made available to the Outside Consultant to notify you whether your offer is accepted in connection with the Outside
Agreement concerned. The date on which this Content Integration Agreement is so amended shall be referred to as the "Amendment Date." Promptly after the Amendment Date, you and Sony shall promptly
undertake to[ * * * ]*under this Content Integration Agreement. For the avoidance of doubt, each Outside Agreement furnished
hereunder shall constitute Confidential Information (as defined in subparagraph 14.01(a)).



11.TERMINATION

11.01.    (a)    Immediately
following the occurrence of any Default Event (as defined below), Subscription Service Agent shall be deemed in material
breach and default hereof and Sony, in addition to any other rights and remedies which Sony has under this Content Integration Agreement or otherwise, may upon notice to Subscription Service Agent,
immediately terminate this Content Integration Agreement and the Term, and the provisions of paragraph 11.02 below shall apply. No exercise of an option under this paragraph shall limit Sony's
rights to recover damages by reason of Subscription Service Agent's default, Sony's rights to exercise any other option under this paragraph, or any of Sony's other rights or remedies. No exercise of
any right or remedy hereunder shall limit Sony's right to recover damages by reason of Subscription Service Agent's default, Sony's right to exercise any other right or remedy under this
paragraph 11.01, or any of Sony's other rights or remedies.



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11.02.    (a)    Upon
termination or expiration of the Term: (i) all rights granted to Subscription Service Agent herein shall immediately
terminate; (ii) neither Subscription Service Agent nor, for the avoidance of doubt, any Syndication Agent shall thereafter have any right to make any use of any Sony Materials or Sony
Authorized Trademarks; (iii) Subscription Service Agent shall immediately cease to use the computer files or software embodying the Sony Materials; (iv) Subscription Service Agent and
Syndication Agents shall immediately remove all Links to Web Sites owned or controlled by Sony; (v) Subscription Service Agent shall immediately return or destroy or remove, as the case may be,
all of the foregoing materials and all copies of the foregoing materials, and Subscription Service Agent shall promptly furnish Sony with a sworn affidavit, in a form satisfactory to Sony in its
reasonable discretion, accurately confirming the foregoing; and (vi) all monies then due or to become due to Sony shall become immediately due and payable without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by Subscription Service Agent. For the avoidance of doubt: (i) no termination or expiration of this Content Integration Agreement
shall affect Sony's right to payment of all monies due hereunder (and the associated accounting in connection therewith) and (ii) in all cases, those provisions herein that correspond to
provisions in other agreements that customarily survive the end of the term (including, but not limited to, the provisions contained in paragraphs 6.04 through 6.08, 12.02, 16.01 and Article 14
herein) shall survive the end of the Term.



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12.REPRESENTATIONS AND WARRANTIES

12.01.    Subscription
Service Agent covenants, represents and warrants that each of the following is true:



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12.02.    (a)    Sony
represents and warrants that that it has the right, power and authority to enter into this Content Integration Agreement.



13.INFRINGEMENT

13.01.    Subscription
Service Agent agrees to notify Sony immediately after it becomes aware of any actual or threatened infringement, dilution or other
impairment ("Infringement") of the Sony Materials or Sony Authorized Trademarks. Upon receipt of such notice, Sony shall decide whether to assert or
file any legal or equitable proceedings (an "Action") with respect to such Infringement at its sole discretion. If such Infringement has occurred, at
Sony's sole option, exercisable upon notice to Subscription Service Agent, Sony may either prosecute the Action or authorize Subscription Service Agent to prosecute the Action in its own name. In the
event Sony elects to prosecute such Action, Subscription Service Agent shall cooperate with Sony in the Action, at Sony's reasonable expense.

13.02.    Subscription
Service Agent agrees to notify Sony immediately after it becomes aware of any asserted or threatened Action by any Person that the Sony
Materials causes the Infringement of the intellectual property or other rights of such Person. If such Person asserts or institutes an Action against Subscription Service Agent or against Sony
alleging that Infringement arises from or is related to Subscription Service Agent's conduct of the Service, Subscription Service Agent shall pay all expenses and fees (including attorneys' fees and
expenses and costs of investigation and litigation)

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incurred in connection therewith, and shall pay any judgments, proceeds, damages or settlements resulting therefrom. Subscription Service Agent may not compromise or settle any such Infringement
Action without Sony's prior written consent, which can be withheld in its sole discretion. Each of Sony and Subscription Service Agent agrees to reasonably cooperate with each other as necessary, in
defending any such Action.

14.CONFIDENTIALITY

14.01.    (a)    Each
of Sony and the Subscription Service Agent (each a "Disclosing Party") agrees that it shall, and it shall instruct in writing its
respective attorneys, accountants and other professional advisors (collectively, "Advisors") to, hold in confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the
terms and conditions of this Content Integration Agreement or of the Syndication Agent Agreements (or, for the avoidance of doubt, any Outside Agreement) or any fact, matter, event or surrounding
circumstance leading to or relating to the negotiation thereof to which such party was privy or of which it was otherwise made aware (e.g., by being copied on correspondence or by being advised of
such fact, matter, event or circumstance by another party to the negotiation) (collectively, "Confidential Information"); provided, however, that nothing in this paragraph 14.01 shall prohibit
disclosure of such Confidential Information: (i) by each such party to its respective financial officers, management, bankers or others as may be reasonably necessary in the operation of its
business, (ii) by each such party to its respective Advisors to the extent that such disclosure is in the opinion of such Advisors required to enable such Advisors fully to represent the party
concerned, (iii) in connection with any legal or governmental proceeding, or (iv) to any judicial, governmental or regulatory body. At Sony's request, you shall cause each of your
Advisors to execute a confidentiality statement in accordance with the preceding sentence. In addition, you will provide Sony with a reasonable opportunity to review and comment on any disclosure in
any of filings by you under the United States securities laws regarding this Content Integration Agreement and the transactions
contemplated hereunder and, if you are required to file this Content Integration Agreement under applicable securities laws, you will use best efforts to obtain confidential treatment for those
portions of this Content Integration Agreement that Sony designates.



14.02.    Subscription
Service Agent shall exercise best efforts to ensure that each Syndication Agent shall: (i) hold in confidence and not communicate,
transmit, publish, disseminate or otherwise disclose any of the terms and conditions of the Syndication Agent Agreements or any fact, matter, event or surrounding circumstance leading to or relating
to the negotiation thereof to which such party was privy or of which it was otherwise made aware (e.g., by being copied on correspondence or by being advised of such fact, matter, event or
circumstance by another party to the negotiation) (collectively, "Agent Confidential Information") and (ii) instruct in writing its Advisors to hold in

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confidence and not communicate, transmit, publish, disseminate or otherwise disclose any of the terms and conditions of the Syndication Agent Agreements or any fact, matter, event or surrounding
circumstance leading to or relating to the negotiation thereof; provided, however, that the exceptions set forth in subparagraphs 14.01 above shall also apply hereto. At Sony's request, you shall
cause each of the Syndication Agents to cause their Advisors to execute a confidentiality statement in accordance with the preceding sentence. In addition, you will cause the Syndication Agents to
provide Sony with a reasonable opportunity to review and comment on any disclosure in any of filings by you under the United States securities laws regarding this Content Integration Agreement and the
transactions contemplated hereunder and, if they are required to file any Syndication Agent Agreement under applicable securities laws, you will cause them to use best efforts to obtain confidential
treatment for those portions of such agreement that Sony designates.

14.03.    (a)    Neither
party hereto shall, without the prior written consent of the other party, issue any press release or make any other public
announcement or statement relating to any terms and conditions of this Content Integration Agreement or any fact, matter, event or surrounding circumstance leading to or relating to the negotiation
thereof to which such party was privy or of which it was otherwise made aware (e.g., by being copied on correspondence or by being advised of such fact, matter, event or circumstance by another party
to the negotiation). You and Sony shall endeavor to mutually prepare a press release to be issued after the complete execution of this Content Integration Agreement; provided that (i) the
failure of you or Sony to agree on the wording of the press release or the issuance thereof shall not constitute a breach of this agreement, and (ii) if you and Sony fail to agree on the
wording of the press release or the issuance thereof then neither you nor Sony shall issue such press release.



15.NOTICES

15.01.    (a)    Except
as otherwise specifically provided herein, all notices under this Content Integration Agreement shall be in writing and shall be
given by courier or other personal delivery or by registered or certified mail at the appropriate address below or at a substitute address designated by notice by the party concerned.

TO YOU:

The address shown above.TO SONY:

550 Madison Avenue
New York, New York 10022-3211


Each
notice to Sony shall be addressed for the attention of Sony's Senior Vice President, Business Affairs & Administration, and a copy of each notice to Sony shall be sent simultaneously to
the Sony Music Entertainment Inc. Law Department for the attention of Sony's Senior Vice President and General Counsel. Sony shall undertake to send a copy of each notice sent to you to Myman
Abell Fineman Greenspan & Light, LLP, 11601 Wilshire Boulevard, Suite 2200, Los Angeles, California 90025-1758, Attention: Eric Greenspan, Esq. and Jeffrey Taylor Light, Esq., but
Sony's failure to send any such copy shall not constitute a breach of this agreement or impair the effectiveness of the notice concerned. Notices shall be deemed given when mailed or, if personally
delivered, when so delivered, except that a notice of change of address shall be effective only from the date of its receipt.

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16.MISCELLANEOUS PROVISIONS

16.01.    Subscription
Service Agent will at all times indemnify and hold harmless the Sony Parties, from and against any and all claims, damages, liabilities,
costs and expenses (including legal expenses and counsel fees) arising out of: (a) the operation of the Service, (b) Subscription Service Agent's, Syndication Agents', End Users' and any
other Person's use (including but not limited to unauthorized use or duplication), in connection with the Subscription Service, of any Sony Materials; or (c) any breach or alleged breach by
Subscription Service Agent of any representation, warranty, covenant or agreement made by Subscription Service Agent herein, including, without limitation, Subscription Service Agent's representation,
warranty and agreement to secure and pay for all third party licenses, permissions and consents (individually and collectively, "CenterSpan Claims"). In the event of any CenterSpan Claim:
(i) Sony shall notify CenterSpan of the CenterSpan Claim concerned promptly following the date that Sony become aware of it; (ii) CenterSpan shall defend against the CenterSpan Claim
concerned (at CenterSpan's own expense) through legal counsel selected by CenterSpan with Sony's consent, which consent Sony shall not unreasonably withhold; and (iii) each party shall
reasonably cooperate with the other in the defense of the CenterSpan Claim concerned. CenterSpan shall be solely responsible for the amount of any settlement or judgment for such CenterSpan Claim and
all legal expenses and counsel fees incurred by CenterSpan in connection therewith, subject to subparagraph 16.01(b) below.



16.01.1.    (a)    Notwithstanding
anything to the contrary in paragraph 16.11 below, except as provided in subparagraphs 12.02(b) and 12.02(c)
above, Sony shall at all times indemnify and hold harmless you from and against any and all third-party claims, losses, damages, liabilities, costs and expenses, including, without limitation, legal
expenses and reasonable counsel fees arising out of any breach by Sony of any warranty, representation, covenant or obligation by Sony hereunder (including, without limitation, (1) any claims
arising from Publishing Rights, but only in the event that Sony secures such Publishing Rights pursuant to section 4.03(e)(2), and (2) any claims arising from your use of the Sony
Cleared Recordings and corresponding Artwork as and to the extent authorized hereunder in accordance with the terms of this Content Integration Agreement), any claims that the Sony Cleared Recordings
or Sony Materials cause the Infringement of the intellectual property or other rights of such third-party regardless of whether Sony is in breach of the representations and warranties contained in
subparagraphs 12.02(b) and 12.02(c) above, and any claims arising out of legal actions undertaken by Sony against Persons owing debts in accordance with and subject to

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subsection 6.03(b)(4)(A)(II) above (individually and collectively, "Sony Claims"). In the event of any Sony Claim: (i) you shall notify Sony of the Sony Claim concerned promptly
following the date that you become aware of it; (ii) Sony shall defend against the Sony Claim concerned (at Sony's own expense) through legal counsel selected by Sony with your consent, which
consent you shall not unreasonably withhold; and (iii) each party shall reasonably cooperate with the other in the defense of the Sony Claim concerned. Sony shall be solely responsible for the
amount of any settlement or judgment for such Sony Claim and all legal expenses and counsel fees incurred by Sony in connection therewith, subject to subparagraph 16.01.1(b) below.



16.02.    Subscription
Service Agent acknowledges that the Sony Materials and Sony Materials hereunder has a special, unique and extraordinary character which
gives them a peculiar value, and that, in the
event of a breach of any term, condition, representation, warranty, covenant or agreement contained in this Content Integration Agreement, Sony shall be caused irreparable injury, including loss of
goodwill and harm to reputation, which cannot be adequately compensated in monetary damages. Accordingly, in the event of any such breach, actual or threatened, Sony shall have, in addition to any
other legal remedies, the right to injunctive or other equitable relief.

16.03.    All
remedies provided for pursuant to this Content Integration Agreement are cumulative, and no exercise, or failure to exercise, any option by either
party will limit such party's right to recover damages or pursue any other remedies available at law or in equity.

16.04.    If
any provision of this Content Integration Agreement or the application thereof to any party, Person or circumstance shall be invalid, illegal or
unenforceable to any extent, the remainder of this Content Integration Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

16.05.    This
Content Integration Agreement, including the various Exhibits attached hereto, shall constitute the entire agreement between the parties with
respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. No change or termination of this Content Integration
Agreement shall be binding upon Sony or you unless it is made by an instrument signed by both parties hereto. A waiver by either party of any provision of this Content Integration Agreement in any
instance shall not be deemed a waiver of such provision, or any other provision hereof, as to any future instance or occurrence. All remedies, rights, undertakings, and obligations contained in this
Content Integration Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, or obligation of either party. The captions of the Articles in this
Content Integration Agreement are included for convenience only and shall not affect the interpretation of any provision.

16.06.    (a)    Sony
may assign its rights under this Content Integration Agreement in whole or in part to any subsidiary, affiliated or controlling
corporation, to any Person owning or acquiring a substantial portion of the stock or assets of Sony, or to any partnership or other venture in which Sony

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participates, and such rights may be similarly assigned by any assignee. No such assignment shall relieve Sony of any of Sony's obligations hereunder. Subject to subparagraph 16.06(b) below, you
shall not have the right to assign this Content Integration Agreement or any of your rights or obligations hereunder, in whole or in part, without Sony's prior written consent. Any purported
assignment by you in violation of this paragraph shall be void.



16.07.    Unless
specifically set forth in this Content Integration Agreement, neither party shall be entitled to recover damages or to terminate the Term by
reason of any breach by the other party of its material obligations, unless the latter party has failed to remedy the breach within thirty (30) days following receipt of notice thereof (or, if
the breach concerned cannot be remedied within thirty (30) days, if the
latter party commences to remedy the breach within that time and proceeds to complete the remedy with reasonable promptness).

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16.08.    In
entering into this Content Integration Agreement, you have and shall have the status of independent contractor. Nothing herein contained shall
contemplate or constitute you or any Syndication Agent as Sony's agent, except to the extent expressly set forth herein, or employee, and nothing herein shall constitute a partnership, joint venture
or fiduciary relationship between you and Sony.

16.09.    THIS
CONTENT INTEGRATION AGREEMENT HAS BEEN ENTERED INTO IN THE STATE OF NEW YORK, AND THE VALIDITY, INTERPRETATION AND LEGAL EFFECT OF THIS CONTENT
INTEGRATION AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS ENTERED INTO AND PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ANY
CONFLICT OF LAW PRINCIPLES UNDER NEW YORK LAW). THE NEW YORK COURTS (STATE AND FEDERAL), SHALL HAVE SOLE JURISDICTION OF ANY CONTROVERSIES REGARDING THIS CONTENT INTEGRATION AGREEMENT; ANY ACTION OR
OTHER PROCEEDING WHICH INVOLVES SUCH A CONTROVERSY SHALL BE BROUGHT IN THOSE COURTS IN NEW YORK COUNTY AND NOT ELSEWHERE. THE PARTIES WAIVE ANY AND ALL OBJECTIONS TO VENUE IN THOSE COURTS AND HEREBY
SUBMIT TO THE JURISDICTION OF THOSE COURTS. ANY PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY, AMONG OTHER METHODS, BE SERVED UPON YOU BY DELIVERING IT OR MAILING IT, BY REGISTERED OR CERTIFIED MAIL,
DIRECTED TO THE ADDRESS FIRST ABOVE WRITTEN OR SUCH OTHER ADDRESS AS YOU MAY DESIGNATE PURSUANT TO ARTICLE 16. ANY SUCH DELIVERY OR MAIL SERVICE SHALL BE DEEMED TO HAVE THE SAME FORCE AND EFFECT AS
PERSONAL SERVICE WITHIN THE STATE OF NEW YORK.

16.10.    This
Content Integration Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument. This Content Integration Agreement shall not become effective until executed by all proposed parties hereto.

16.11.    SONY
MAKES NO WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SONY MATERIALS. IN NO
EVENT SHALL SONY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, MULTIPLE, SPECIAL OR INDIRECT DAMAGES IN CONNECTION WITH THIS CONTENT INTEGRATION AGREEMENT (INCLUDING BUT NOT LIMITED TO LOST
BUSINESS PROFITS) EVEN IF SONY HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME.

16.12.    Subscription
Service Agent recognizes that the sale of Records by means of Conditional Download and Streaming, is speculative and that Sony makes no
warranties, representations or guarantees with respect to the number of Streams or Conditional Downloads, if any, which will be sold by Sony hereunder or otherwise.

16.13.    Omitted
without implication.

16.14.    Sony
and Subscription Service Agent agree to execute such further documentation and perform such further actions, including the recordation of such
documentation with appropriate authorities, as may be reasonably requested by the other party hereto to evidence and effectuate further the purposes and intents set forth in this Content Integration
Agreement.

16.15.    Subscription
Service Agent shall, from time to time, do and perform such other and further acts and duly execute and deliver such further documents and
assurances as may be required by applicable laws or as requested by Sony to establish, maintain and protect Sony's rights and remedies and to carry out and effect the intent and purpose of this
Content Integration Agreement, including, without limitation, the execution and delivery of additional documentation and/or instruments, in recordable form, and the recording or filing of additional
documentation and/or instruments, including, without limitation, any notice, UCC-1 and/or security agreement in accordance with the laws of such jurisdictions in which Sony may in its sole
discretion from time to time deem necessary. Without limiting the foregoing, Subscription Service Agent shall cause any such document and/or additional instruments which shall be executed to be kept,
filed, deposited or recorded, at all times, in such places that Sony shall designate in its sole discretion in order to perfect and preserve Sony's rights in and to the Sony Materials and the Sony
Authorized Trademarks.

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IN
WITNESS WHEREOF, the parties hereto have executed this Content Integration Agreement, effective as of the date first above written.

| |  | SONY MUSIC, A Group of Sony Music Entertainment Inc.
| |  | ----------------------------------------------------
| |  | By:                                                 
| |  | Name:                                               
| |  | Title:                                              
| |  | CENTERSPAN COMMUNICATIONS CORP.                     
| |  | By:                                                 
| |  | Name:                                               
| |  | Title:                                              

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Schedule A

|TYPE OF SYNDICATION AGENT         |  | Execution
Advance* |  | Anniversary
Advance**
|--------------------------------- |  | ------------------ |  | ---------------------
|Rank 1 Network Syndication Agent  |  | [ * * * ]X         |  | [ * * * ]X***        
|Rank 2 Network Syndication Agent  |  | [ * * * ]X         |  | [ * * * ]X***        
|Rank 3 Network Syndication Agent  |  | [ * * * ]X         |  | [ * * * ]X***        
|Data Network Syndication Agent    |  | [ * * * ]X         |  | [ * * * ]X***        
|Music Site Syndication Agent      |  | [ * * * ]X         |  | [ * * * ]X***        
|Online Retailer Syndication Agent |  | [ * * * ]X         |  | [ * * * ]X***        
|Radio Site Syndication Agent      |  | [ * * * ]X         |  | [ * * * ]X***        

---

58

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Exhibit A-1

Functionality Specifications

See attached.

59

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Optimizing the Cost of Distributing Digital Media

CENTERSPAN LOGO

Optimizing the Cost of Distributing Digital Media

Enabling technologies such as mediated Peer-to-Peer (P2P) distribution platforms are opening the digital distribution
channel to secure e-commerce and legitimate business models by offering the lowest cost-of-goods and compelling economics. Mediated P2P is simply a hybrid P2P
system in which a central server "mediates" the connections between host peers and receiving peers when files are exchanged, to ensure the fastest, most efficient transfer.

Based
on CenterSpan Communications' experience with the C-StarOne mediated P2P distribution platform and Scour.com, the company's retail
entertainment destination built upon C-StarOne, a model has been developed comparing the costs of delivering content using traditional real-time streaming, client/server
downloads and mediated P2P transfers.According to our analysis, mediated P2P costs are one-third that of client/server downloads and less than 10% that of
traditional streaming for audio content. P2P offers even greater savings with video content.A mediated P2P network enables the delivery of content such as music, video,
publications, images and games at the lowest cost available today.

MODEL CONSTRUCTION AND ASSUMPTIONS

We used a number of overarching assumptions to construct our comparison. First, the delivery mechanism must support the respective rightsholder's claims and
provide secure content delivery.
Second, the critical bandwidth costs are those that are billed directly to the central system. We refer to these as "hosted bandwidth costs." Third, system costs are a significant consideration. These
costs include network infrastructure, Web services, search, download, storage and peer presence. Fourth, these system costs scale with the number of users served and type of content hosted.

COSTS

Hosted bandwidth costs are directly related to four critical use factors: 1) the number of users served by the system; 2) the number of downloads or
streams; 3) the listening habits of the user; and 4) the match between the content and the users' tastes. We structured the model to accept any number of registered users, focusing on
scenarios for 200,000 to two million registered users. We set downloads at thirty per month per user after considering public and private research findings, potential customer input and our own
planning. The number of users and the number of downloads or streams per user, together with the user's Internet connection speed, determine the peak load on the system. This peak load in turn
determines the system's Internet connection size and cost.

The
third factor, the impact of users' listening habits on bandwidth use adds a little more complexity. In comparing streaming and downloading systems, one must remember that a streaming
listener must be connected to the source and consuming bandwidth for the duration of each stream. A downloader by contrast can download once and listen many times without consuming additional
bandwidth. Our model assumes ten listens per download.

The
match between content and the users' tastes also needs some explanation. If the tastes of the users are similar and match the media being distributed, it will disseminate quickly.
Conversely, if the tastes of the users vary over a wide range and don't closely match the content being distributed then content will be disseminated slowly. The speed of dissemination of content
directly affects the costs of the P2P system, but has no impact on other systems.

1

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If
content is disseminated quickly to the peers in a P2P network, the number of peer hosts rises quickly and increases the likelihood that a peer source will be available. As more peers
hosts are available, the load on the centralized server portion of the network drops and peer hosts serve an increasingly large portion of the downloads. CenterSpan's Scour.com beta experience has
shown that popular content disseminates very quicklyless than one weekto the point where downloads come primarily from the peer hosts. Overall, considering the entire range
of content in the Scour.com beta, the peer hosts and the central server each serve almost exactly half of the downloads. With more targeted and popular content, this balance should change so that 66%
to 75% of the downloads come from peer hosts. Once content has moved to the peer network, the P2P centralized server functions focus primarily on the specialized task of tracking host and content
presence on the network.

Raw
bandwidth cost or line cost is another key driver of hosted bandwidth costs. Bandwidth for streaming is more expensive than that required for downloadsoften up to 50%
moresince it requires additional headroom and real-time traffic packet prioritization to ensure that the packets traverse the Internet safely.

System
infrastructure costs have the following components. (The most costly are listed first, and they drop in cost quickly after the first two.)



C-StarOne's
P2P platform infrastructure approach is scalable using an architecture with redundancy and small building blocks. This reduces infrastructure costs somewhat, and
is significant, but much smaller than hosted bandwidth costs.

AUDIO MODEL ASSUMPTIONS AND VARIABLES



2

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VIDEO MODEL ASSUMPTIONS AND VARIABLES
(where different from audio)



ANNUAL COST COMPARISON OF AUDIO CHART

3

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AUDIO COST COMPARISON CHART

VIDEO COST COMMPARISON CHART



4

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The
system infrastructure costs are significant, but pale in comparison to hosted bandwidth. Streaming and client/server system infrastructure costs are almost identical. P2P costs are
lower due to an architecture and design approach with small scalable building blocks.

SUMMARY

End-user customers and digital distributors typically measure their effectiveness by security, service level and cost. CenterSpan's
C-StarOne mediated P2P distribution platform excels in each category. It delivers secure, reliable services that are easily more cost effective than even the most efficient server-based
streaming or client/server systems. C-StarOne's P2P infrastructure scales easily and naturally because peers provide additional redundancy to the system. The central mediation provides
superior security and control. C-StarOne is the enabling technology that allows the market for digital content to continue its rapid growth.

For
more information on how CenterSpan Communications' C-StarOne mediated P2P platform delivers the most cost-effective distribution for digital content, contact
Phil Bride, Senior Product Marketing Manager, at (503) 615-3200, or visit www.centerspan.com.

©  Copyright
2001, CenterSpan Communications Corp. All Rights Reserved.

5

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Multi-Source Peer Streaming Revolutionizes Streaming Media

CENTERSPAN LOGO

Breaking the Streaming Cost Barrier:Multi-Source Peer Streaming Revolutionizes Streaming Media

EXECUTIVE SUMMARY

Today the Internet has evolved into a dynamic infrastructure for delivering a very large and rapidly growing selection of audio, video, and information content to
serve Internet users who want to use streaming media content to view upcoming movie trailers, watch classic TV show reruns, listen to audio files, or watch the news from their desktops.

According
to a new Internet Study by Arbitron Inc. and Edison Media Research, streaming media is now one of the fastest growing technologies on the Internet. As of
July 2001, 52 percent of online Americans (or approximately 78 million people) have watched or listened to streaming media content. Proliferation of broadband into American homes
will only accelerate this trend, analysts say.

Despite
its popularity, traditional streaming is not a cost-effective method for delivering high-quality online information content to this
ever-increasing population of streaming users. CenterSpan Communications' C-StarOne Content Delivery Network (CDN) with Multi-Source Peer
Streaming solves
cost and quality issues associated with traditional streaming and enables content providers to deliver superior streamed media at a substantial savings in operating costs.

THE LIMITATIONS OF CURRENT STREAMING TECHNOLOGY

While streaming content provides many potential benefits, it is not without challenges. Like any technology, the benefit to the consumer must be balanced against
the cost and other requirements of the provider. Currently, traditional real-time streaming providers have systems that differ in detail, but all involve an extensive server infrastructure
and real-time synchronization to deliver content. These systems face the same high cost and low quality issues as a result.

With
traditional streaming, a file is delivered as a continuous, synchronized stream of multimedia data from a content provider's streaming server to a user's computer. Data traveling
the Internet, from host to end user, must often traverse many servers of varying quality and transmission speeds. While traditional streaming saves the user from waiting to download large files, other
major challenges arise because the Internet was designed for passing discrete packets of data, not continuous streams.

All
these factors often cause a multitude of transmission problems. And because a data stream must be sent at exactly the same rate for the entire duration of the stream, the quality of
streaming media often falls victim to the weakest (i.e., smallest or most congested) link between source and destination. As a result, users can often experience delays in playback and uneven
quality (lags, freezing, jerkiness).

Server Load

Traditional streaming requires an extensive software and hardware infrastructure (or hefty fees to a Content Delivery Network vendor) to store and deliver what
are typically large multimedia files and then perform real-time synchronization of the content data stream with the media player of each requesting user.

In
a traditional model (see figure 1), the burden of storage, delivery, and synchronization is placed on expensive central servers and supporting software. As more and more users try to
access a piece of streaming content, a tremendous strain is placed on the server.

1

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TRADITIONAL REAL-TIME STREAMING CHART

Figure 1. Traditional Real-Time Streaming

Surges Associated with Events

Both servers and networks are susceptible to surges associated with big events like the release of an anticipated music video. When demand surges, servers can get
overrunforcing them to reject connections. Further, the network can become too congested, impacting the quality of the streams. This infrastructure must always have excess capacity to
deal with intermittent spikes of demand, such as when a popular new song is released.

As
more and more users request streaming content, more and more connections are required. This consumes significant quantities of precious and expensive bandwidth, often delivering
repetitive or redundant information. For example, if ten different users want to view the same 4 MB stream of the newest music video, ten different connections would be required. This uses ten times
the bandwidth for the exact same piece of content. The server infrastructure cannot dynamically change to deal with such unpredictable fluctuations.

Bandwidth Costs

Bandwidth for traditional streaming is also cost prohibitive. Streaming bandwidth is much more expensive than that required for downloadsoften up to
50 percent more because it requires headroom and real-time traffic packet prioritization. Content sites and ISPs will find it difficult to cover the costs of delivering streaming
media content as more people watch or listen to streaming content online.

INTRODUCTION TO MULTI-SOURCE PEER STREAMING

Amediated,peer-to-peer platform that incorporatesmulti-source
streamingcan be an answer to traditional streaming problems. In amediatedpeer-to-peer network,
central servers maintain an index of content and where it can be found. In this type of network, the server receives a content request and
identifies active hosting peers from the index. The server mediates the connection between the requesting peer and the closest, most efficient peers. In a multi-sourcenetwork, multiple peers store and
relay segments of content to support the streaming process.

Multi-source peer streaming is based on the recognition that the economies of peer-to-peer file distribution can be effectively applied to
streaming.This is achieved by breaking up the content into small segments that can be efficiently delivered by the mediated distribution network.

2

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In
addition to breaking the content into segments, further efficiencies are achieved by separating delivery from playback. As discussed earlier, an inherent problem with traditional
streaming is the data stream must be synchronized from the streaming server across the Internet as it is played back on the user's machine. Separating delivery from playback eliminates the
synchronization problem associated with traditional streaming by synchronizing the data stream on the user's computer instead of a remote central server. Figure 2 illustrates the multi-source peer
streaming process.

C-STAR MULTI-SOURCE PEER STREAMING CHART

Figure 2. C-StarOne Multi-Source Peer Streaming

With multi-source peer streaming, many of the duties that are normally performed by an expensive central content server are offloaded to peer machines. This is
accomplished through a data sequencing and license mechanism on the user's computer.

When
a user becomes a peer in the network, small random segments received from seeding servers or other peers in the network may be stored in an encrypted cachewhich is an
integral component of multi-source peer streaming. The cache also stores and manages segments received in anticipation of user demand. The presence and the contents of the cache are invisible to the
user. All content in the cache is protected, and the cache itself is encrypted.

This
Intelligent Caching System enables both pull (a user requests content) and push (the system distributes files to the network) strategies to distribute content, further
reducing storage and seeding costs.

Content in the Network

As an example, we'll use figure 3 to illustrate how "Video X" moves through the CDN. Although the following example uses a fictional video file, any type of
digital content can be distributed. The delivery network is a closed-network system. Providers control the content that's published to the peer networkusers are never allowed to add
content.



3

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Figure 3. Encryption and Distribution of Content to the Peer Cache

---



4

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Figure 3. Peer Streaming Playback Process



THE ADVANTAGES OF MULTI-SOURCE PEER STREAMING

Multi-source peer streaming sidesteps the problems of server size, bandwidth, and file compression and degradation by utilizing the existing Intranet
infrastructure in a completely different way. Multi-source peer streaming handles all the peer-to-peer distribution activities behind the scenes, including encryption and
licensing.

Multi-source
peer streaming overcomes the many limitations of traditional streaming, enabling content providers to:



5

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6

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SUMMARY

CenterSpan Communications' C-StarOne Content Delivery Platform with Multi-Source Peer Streaming:



7

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FOR MORE INFORMATION

To find out how CenterSpan Communications' C-StarOne Multi-Source Peer Streaming can help you deliver content more cost-effectively,
contact:



8

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Exhibit A-2

Technical Specifications

See attached.

60

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LOGO

Security of the C-Star SystemBy Michael Hudson, Chief Technology Officer, CenterSpan Communications, Inc.
February 2002

Executive Summary

This paper explains the security methods used in CenterSpan's C-Star network. The information contained in this paper is company confidential and
disclosed strictly under Non-Disclosure Agreement. This information and may not be copied or distributed except under the terms of that agreement.

CenterSpan
focuses its security on industry-standard methods with the strongest manageable key strengths. This paper starts with an overview of the interconnections of the
C-Star network to enable readers to better understand the how the security protections are applied, and then goes on to discuss the security methods in detail.

The
C-Star system implements security through encrypted and segmented content, web page features, peer hosting port, cache security, back-end firewalls, proxy
isolation, and seeding server features. These elements work together at many different levels to provide a secure, easy-to-use system.

System Overview

The C-Star Content Delivery Network consists of peers connected to a central mediating host. Peers in the network request content; the
Host Broker manages the delivery of the content to the peers.
Although content is generally received from other peers acting as hosts, it may also be received from Seeding Servers. The back end of the C-Star network manages this complex, rapidly
changing "Who has what?" information and makes sure that peers are treated fairly within the network. This combination of peers, hosts, seeding servers, and back end components is shown in the overall
system architecture in figure 1.

1

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C-STAR SYSTEM ARCHITECTURE OVERVIEW CHART

Figure 1. C-Star System Architecture Overview

Elements of the System





2

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Content Security at Publication

C-Star uses Microsoft's Digital Rights Management (DRM) technology to protect content as it travels through every step in the processfrom
publication to playback. In addition to encrypting content, the content is segmented before distribution into the network. The content also contains a digital signature that enables C-Star
to validate segments as true copies of the original.





3

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Figure 2. How Content Segmentation and Playback Work





4

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Page Security

C-Star can also provide page security to the web services that offer content to end users. Web services must be able to make sure that only valid
users are playing the content and that all efforts have been made to avoid a system hacker's ability to spoof the starting links for the content. C-Star uses two systems to implement page
security: the first protects the start links interaction with the client; the second provides a method to independently validate all content requests within the system. These two systems are discussed
below in greater detail:







Peer Security

Hosting Port Security

The peer client's hosting port security provides protection from hackers who attempt to query the hosting client's port to determine what content the particular
hosting client might contain. Since the content at the port is only in segments (and the segment names are not related to content names in any observable way), someone trying to pirate content from a
hosting client would have to request random content IDs and hope to retrieve a usable content segment. Manifests or metadata are not available from this port, so any segment retrieved would be fairly
useless.

Cache Security

The cache on the peer's system is encrypted using Blowfish variant, 128-bit symmetric key algorithm. The private keys are stored and handled in a
secondarily keyed, obfuscated method. The cache directory and its related tables are also stored in an encrypted form and are not Windows Explorer-system compliant.

If
a user was able to breach the encryption that covers the cache, they would not be able to associate segment content IDs with any segments they might extract.

Content Licensing

Since the content is protected with Microsoft's DRM, this provides a final level of protection against unauthorized use. The client's player activates the check
of the license, and C-Star manages the delivery of licenses to provide a seamless user experience. Two back-end, independent monitoring systems validate and compare the license
activity with other system activity. Our license acquisition method also indicates to the license server that the license was granted to a valid C-Star client. Checking these records
enables us to further monitor invalid use attempts.

5

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Player Security

C-Star can be set to only allow connections by Microsoft-certified secure players. These players are certified to behave only within the permissions
set by the DRM. The signing methods used by Microsoft are proprietary to this use; C-Star follows the signature validation methods recommended by Microsoft. These players also support the
"Secured Stack Only" limitation in XP and later systems. This addresses the weakness of "Sound Card Ripper" driver stack replacement attacks. This setting, however, has no effect on earlier Windows
systems.

Back-End Server Security

Firewall

The back-end server system is protected by a set of Cisco PIX firewalls. These firewalls are set very restrictively to only pass the
C-Star traffic. Cisco PIX firewalls represent the strongest commercially available firewall system.

Proxy Isolation

The peer clients connect to the back-end servers system through the Client Proxies. This connection methodology isolates and validates the client
peers and provides a very difficult-to-breach protection of Host Broker activity. As peer clients log on to the Client Proxies, they must pass a sequence of challenges and key
verification to ensure that only valid clients are allowed to connect and route messages.

Peer Client to Proxy Message Protection

As each peer client logs onto the C-Star network, a challenge response system is used to validate the location ID and authenticity of the client. When
a peer client is validated, a unique, single-session only 128-bit key is generated and tested. When the key is installed, the communication shifts from the standard system key to unique
client encoding of every message using an ARC4 symmetric algorithm. If the connection between the peer client and the Client Proxy is interrupted, the key and handshake are regenerated to protect from
"man-in-the-middle" attacks on the control message structure.

Seeding Server Security

Because the content that resides on the Seeding Servers is encrypted, segmented, and the content IDs randomized, there is little need to closely protect the
segments with extreme safeguards. The Seeding Servers are simple HTTP servers running a JSP script that provides a GET/PUT service interface. The Seeding Server's content is protected because a hacker
could never know what content is stored on any given Seeding Server and what each segment might represent. This methodology allows reasonable security through the HTTP server's control of file access
while still enabling standard IT support methodologies to be used on these distributed resources.

Script Interconnection

The security methods used here are the same as mentioned underHosting Port Securityin the Peer Security section.
These methods present a similar interface to the requesting peer data transport methods.

Conclusion

As you can see, the C-Star network was designed to allow for network independence and the security methods used. This enables us to change elements,
implement new features, or re-key as required. We at Centerspan feel that this network is the most secure, user-friendly system in the industry. We are constantly seeking to
improve our security while maintaining a simple user experience.

6

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C-StarOne Mediated Peer-to-Peer

CENTERSPAN LOGO

Mediated Peer-to-Peer (P2P) Enables Viable, Cost Effective Delivery of Digital Entertainment

Few recent Internet trends have captured the attention of an entire industry like the sharing of digital entertainment. Free, unregulated
peer-to-peer (P2P) networks that share mostly illegal pirated music and video are nonetheless responsible for a massive behavioral and cultural shift in how people want their
entertainment delivered. In the U.S. alone, more than a third of all Internet users have downloaded music files.(1) Consumers are now looking to the entertainment industry to provide a
consumer-centric e-commerce experience for access to legitimate contentimmediate digital delivery, user-friendly technology and cafeteria-style options.

A
mediated P2P networkin which a central server acts as a "broker" to locate content on individual peer computersenables the entertainment industry to deliver a
robust experienceat the lowest cost available today.

CenterSpan
Communications estimates its next-generation mediated P2P network to be 10 times as cost-effective as a central server-based system
in delivering digital content. Adding a digital rights management (DRM) solution to the mediated P2P architecture gives content providers the legal and secure distribution system they need. Mediated
P2P, with integrated DRM support, is the clear choice for replicating the successful bricks-and-mortar retail channel on the Internet.

AN OVERVIEW OF P2P

In a P2P networked environment, individual computers communicate directly with one another rather than through a centralized server system. While today's Domain
Name System (DNS) allows servers to
be found easily on the Internet using a familiar address such ashttp://www.whitehouse.gov, it has tended to centralize content onto individual servers.
This has created single points of failure resulting in crashed and busy servers, and so has propelled alternative networking architectures such as P2P into the forefront of computer science.

When
used for the distribution of large digital entertainment files, P2P gives content providers significant value and cost savings as compared to using a central server system.

In
a traditional centralized server architecture, all content is hosted on a single server or a server farm. All requests for content from client computers must be routed through this
central location. For the huge amounts of data required for audio and visual content, the costs are high.

In
a decentralized 'pure' P2P network, the content is spread across many different computers or "peers." Every computer in a P2P environment is both a peer and a potential host, and can
share content directly. This spreads content and resource requirements across the network, leading to more rapid proliferation of content and reduced storage and bandwidth costs. However, control over
where and how the content is shared is lost in a pure P2P network.

1

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PURE P2P FILE SHARING CHART

MEDIATED P2P: WHAT IT IS AND HOW IT WORKS

In situations where cost efficiencies are important and control over how content is shared needs to be maintained, a P2P hybrid architecture that combines the
benefits of both central servers and pure P2P can be an optimum solution. In a mediated P2P system, content is initially stored in central servers before being injected into the network in response to
requests by peers. Those peers then become hosts of the content.

In
amediatedP2P network, central servers contain an index of all content and where it can be found. When a request is received by the
server, peers hosting the content are identified from the index. The server acts as a broker and "mediates" a direct communications link between the
requesting peer and the closest, most efficient host peer. The server instructs the requesting peer where it can obtain the file, but is not otherwise involved in the transfer. This greatly reduces
bandwidth and storage costs over a central server architecture.

MEDIATED P2P FILE SHARING CHART

2

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COST SAVINGS WITH MEDIATED P2P

While digital compression technologies significantly reduce the size of music and video files that can be shared, the popularity of music sharing on the Internet
is so large that it's unlikely that any single centralized server system existing today could reliably support it.

Existing
P2P file sharing technologies transfer almost 3 billion songs(2) in a single month. In calculating cost estimates, the planning assumption is that the total universe of
free and subscription music downloads in the near future will be at least this large. If we average these songs at a file size of 3.5 MB each, this results in a total transfer of about
10 billion megabytes of data in a single month. To deliver this kind of bandwidth would require more than 25,000 T1 lines (1.536 megabits/second) to accommodate peak usage. At a cost of around
$1,000 per T1 per month, this translates to $25 million in bandwidth costs per month, or $300 million per year. Installation costs, server hardware and software costs, server warehousing
costs and administrative/maintenance costs would significantly increase this total. Bandwidth costs are expected to drop in the near future, which will bring down variable costs, but fixed costs will
remain.

In
a mediated P2P network, bandwidth costs are greatly reduced because downloading takes place between peers. CenterSpan Communications estimates that its P2P architecture may reduce
bandwidth requirements 10 fold over today's central server systems. The server overhead of maintaining a comprehensive content indexand the overhead of supporting peer searches on this
indexconsumes approximately 10% of total bandwidth, while downloading music files consumes roughly 90% of total bandwidth. Reduced bandwidth requirements significantly reduce total
operating costs. A mediated P2P network can deliver music to the end user for 10% of the cost of a centralized server-based system. Using the sample size above, this translates into a cost of
$30 million per year instead of $300 million.

CONSUMER USAGE EXAMPLE

For example, consider a subscriber member searching for content. In a worst-case scenario, the user runs 10 searches to find a particular title (our
experience shows it's actually closer to 3 to 4). If each
search returns 100 results, 1,000 titles are presented. With an average of a 256-byte packet of search information returned to the user for each song title, the user consumes about 256 KB
of server bandwidth for each song download. Search uploads from the user are negligible. The result is that approximately 90% of bandwidth consumed for the transfer of music between peers requires
little or no involvement from the server. This represents the bandwidth savings factor of P2P versus central servers.

3

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SERVER LOAD COMPARSION GRAPH

SUPER PEERS KEEP STORAGE COSTS LOW

In a hybrid, mediated P2P system, all new content is initially hosted by central servers and "seeded" into the peer network based on demand levels. Eventually, a
significant number of peers will be hosting the content and the central server will no longer need to be accessed. To speed this process and keep server costs down, selected broadband
peers"super peers"can be pre-seeded with content. Demand for new content varies widely. However, using demand curve models and making certain assumptions(3), a
managed number of super peers will be sufficient to serve accelerating demand in a P2P network. As demand increases for particular content, the number of hosting peers increases as well.

Several
factors determine how many peers in the network must host a particular content file before it is removed from the central server. In practice, when the number of hits to the
server falls and the number of hosting peers can meet demand, the file can be archived from the central server. Theoretically, for the P2P network to provide the file, only one peer needs to be
online. The number must actually be higher, since that peer may go offline at any time.

A
Forrester Research study shows that 60% of broadband users leave their computer on 24/7.(4) As the installed base of an entertainment P2P network will be heavily populated with
broadband users (by our estimation more than 25%), a limited number of host peers are necessary to ensure a suitable customer experience. This number can be reduced further by intelligently
pre-seeding super peers with the targeted content.

P2P AND DIGITAL RIGHTS MANAGEMENT

While consumers want immediate delivery and user-friendliness when using online distribution channels, content providers demand a legal and highly
secure system that will accurately track sales and usage data to compensate copyright holders. Integrating support for digital rights management technology (DRM) into a mediated P2P platform provides
the secure, cost-effective solution the entertainment industry is searching for.

DRM
protects the digital goods, and can do so at a number of levels. This flexibility supports an e-commerce model by allowing different rights to be assigned to content at
different price points. DRM allows business rules to be assigned for each piece of content. Again using music as an example, the

4

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DRM can be set to allow promotional content to be played three times, then become "locked" and unusable. Or, for content available in a paid subscription service, the rights can be set to allow
unlimited plays but the file cannot be copied to another device or CD.

DRM
technologies effectively wrap each file inside a protective (encrypted) "rights shell." For example, digital music players will only be able to unlock a song inside this protected
shell if the proper rights exist. The rights of a song might be playback on a specific device but not on others, or the song could only be played a limited number of times, or the song could be
transferred to a CD. In each case the rights to the song cannot be separated from the music, and the player will only allow the music to be played as defined by these rights. If the song is copied and
shared then the rights instructions go with it and the person receiving the song must obtain a license to play it.

In
a mediated P2P system that supports DRM, files are wrapped in their DRM shell and cataloged on the central server index before they are made available to the peer network. Once on the
network, the files stay protected against unauthorized use even under broadest system-wide distribution and access. If a network member sends the song to another member, this member must
acquire their own license to play the song. When a consumer new to the system attempts to access the protected song they are automatically routed to the central server/e-commerce gateway
where they can become a member of the network and buy various types of rights to play the song.

The
DRM shell also includes tampering detection technology to protect the integrity of the file. The consumer is guaranteed to receive the same high quality song that the content
provider released because files cannot be renamed, changed, spoofed or infected with viruses while moving through the peer network.

Of
course, DRM applies to more than music; it can be used to protect video, games, photos, e-books or any other form of digital content. Combining mediated P2P distribution
technology and DRM content
protection technology provides a viable business model for the distribution of digital entertainment content on the Internet.

SUMMARY

The fundamental economic success factors in the digital distribution channel are the same as in the bricks-and-mortar retail channel:
controlling cost-of-goods by deploying the lowest cost distribution and understanding consumer price elasticity relative to value. Enabling technologies such as mediated P2P
and DRM are opening the digital distribution channel to secure e-commerce and legitimate business models by offering the lowest cost-of-goods and compelling
economics. At the same time, consumer demand for easily accessible and reasonably priced digital entertainment is growing, stoked by first-generation P2P networks. As a result, the market for digital
entertainment is poised to grow exponentially.

Forrester
Research recently found that 70% of online music consumers are willing to pay an average of $9 per month for a digital music subscription.(5) Likewise, a survey by research
firm Webnoize found that 45% of college students are willing to pay $20 per month for an unlimited music subscription.(6) Webnoize expects 12 million subscribers for digital media services by
the year 2003, generating $3 billion in annual revenue.(7)

For
content providers looking to digital distribution to lower their retail costs and build closer relationships with their customers, mediated P2P with integrated DRM provides the
lowest cost secure and legal digital distribution platform available today.

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5

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For
more information on how CenterSpan Communications' next-generation mediated P2P platform delivers the most cost-effective distribution solution for digital entertainment,
contact Shelley Pritikin at (503) 615-3200, or visitwww.centerspan.com.

©  Copyright
2001, CenterSpan Communications Corp. All Rights Reserved.

6

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Exhibit B

STREAMING SECURITY FUNCTIONAL REQUIREMENTS

Introduction

This document outlines the issues around the security of streamed media and enumerates the requirements of the international Recording Industry of such systems.

Capitalized
terms in this document are defined in Annex A or in the SDMI Portable Device Specification Part 1 Version 1.0 (henceforth the "SDMI PD Specification").

FUNCTIONAL REQUIREMENTS

The following are requirements of a Streaming Security System.

SCOPE

This
Streaming Functional Requirement Document shall be able to be applied to all types of Streaming, in particular digital broadcasting, other forms of digital communications to the
public (such as cable transmission systems) and streaming over packet-based networks (such as the Internet).

CONTENT SECURITY

A
Streaming Security System shall not allow Content to be accessible digitally except in accordance with this document.

In
particular:



A
Streaming Security System shall ensure that Content which is removed from the system other than in accordance with the Content's Streaming Usage Rules (for example by analogue copying)
is, to the extent possible, unable to be used in a manner inconsistent with these Functional Requirements. This might be achieved by adding or re-marking a watermark in the Content into a
state whereby systems compliant with other security specifications (such as the SDMI PD Specification) cannot accept it.

STORED CONTENT

If
Streamed Content contains Streaming Usage Rules that permit the storage of a copy of the Content by the recipient of the Stream, then that copy may only be stored as SDMI Protected
Content for Local Use and the Usage Rules of the stored copy shall be the Usage Rules required by the Streaming Usage Rules.

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ROBSUSTNESS

A
Streaming Security System shall conform to agreed robustness Requirements that set out the strength of the security and response to new circumstances which is required. The SDMI PD
Specification contains appropriate language and is attached to this document for reference as Annex B.

SELECTION OF SYSTEM

Where
the law does not so prohibit, Rights Holders shall be able to specify whether their Content is authorized to be delivered over a particular Streaming Security System.

STREAMING USAGE RULES

A
Streaming Security System shall allow Streaming Usage Rules to be expressed as associated or embedded information, or else inherently implied by the Service's design, and shall ensure
that all forms are obeyed.

Streaming
Usage Rules shall be linked persistently to the Content, implicitly or explicitly.

A
Streaming Security System shall provide a sufficiently rich vocabulary in its expression of Streaming Usage Rules that all possible business models are accommodated. There is a
discussion of this in the next section.

DEFAULT USAGE RULE ENFORCEMENT

Where
there are no Streaming Usage Rules relating to Content, a Streaming Security System shall apply the Default Streaming Usage Rules.

The
Default Streaming Usage Rule shall be that streamed Content may be rendered for immediate consumption but that no copy shall be retained before or after rendering.

STREAMING USAGE RULE ENFORCEMENT

A
Streaming Security System shall ensure that Streaming Usage Rules are obeyed within it and also that Streaming Usage Rules and consequent Usage Rules are obeyed in systems to which
Content is transferred.

PERFORMANCE

IMPACT ON END-USERS

So
far as is possible, a Streaming Security System shall be transparent to end-users. It shall neither materially increase the time to listen when a Stream is demanded by an
end-user, nor materially degrade the sonic quality of the system, compared to an insecure system.

CONTENT SELECTION

A
Streaming System shall allow Rights Holders to specify the type of service for which a particular piece of content is authorized. This might include:

RETRANSMISSION

A
Streaming Security System shall allow Rights Holders to specify whether another streaming system is permitted to further stream a particular piece of Content, or to place conditions on
such further streaming.

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QUALITY ASSURANCE

A
Streaming Security System shall, where not prohibited by law, allow Rights Holders to specify that Content shall not be delivered over Best Effort Systems (i.e., that it shall only be
delivered over Quality of Service (QoS) Assured Systems, or conventional broadcasting systems).

Where
not prohibited by law, a Streaming Security System shall allow Rights Holders to specify the limits on audio quality at which Content may be delivered by reference to bit rates,
acceptable codecs, etc.

IDENTIFICATION DATA

A
Streaming Security System shall allow Rights Holders to control how the identification data, which is associated with Content being Streamed, is used by applications and end users.

COMPLIANCE

A
Streaming Security System shall have adequate means for enforcing compliance.

USAGE RULES

The following is a non-exhaustive list of the type of Streaming Usage Rules which a Streaming Security System may be required by Rights Holders to
support.

RECORD CONTROL

A
Streaming Security System shall allow Rights Holders to specify whether the end-user is permitted to retain a copy of a particular piece of Content (excluding temporary
copies made in rendering the stream). It shall also allow Rights Holders to place constraints on the use of this copy by allocating Usage Rules to the retained Content.

COPYING

Content
may be authorized for retention only for a specified period or for a specified number of listens.

SECURITY

Content
may be authorized for retention only if it is held on a system or device of security meeting the requirements of the Rights Holder, e.g.,



NAVIGATION

A
Streaming Security System shall be able to allow or prevent various sorts of navigation within streamed Contentsuch as skipping or fast-forwarding over musical
Content or advertising.

DISTRIBUTION

A
Streaming Security System shall allow Rights Holders to specify whether the end-user is permitted to transmit a copy of a particular piece of Content to other
end-users. It shall also allow

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Rights Holders to place restrictions on this transmission, for example by restricting the copy to a particular audio quality level, or to a particular excerpt.

TERRITORIALITY

A
Streaming Security System shall allow Rights Holders to specify into which geographic or otherwise defined territories delivery of the Content is authorized. A Streaming Security
System shall also support the application of different Default Streaming Usage Rules in different geographic or otherwise defined territories.

SUBSCRIPTION PAYMENT

A
Streaming Security System shall allow Rights Holders to restrict a stream for delivery only to end-users who have paid a subscription fee or otherwise become eligible to
have a particular Stream delivered to them. For instance, streams could be limited to end-users who have purchased a membership in a fan club or responded to an advertisement.

PAY PER LISTEN/MINUTE

A
Streaming Security System shall allow Rights Holders to restrict distribution of a stream to end-users who pay a fee to have the Stream delivered, whether by the song, the
minute or some other measure.

IMPULSE PURCHASE

A
Streaming Security System shall allow Rights Holders to specify that Streamed Content may be retained in accordance with Streaming Usage Rules that permit purchase of the Streamed
Content under explicitly controlled circumstances. For example, a Rights Holder might authorize the "purchase" of a track played over a Streaming Security System.

Annex ADefinitions

STREAMING

Streamingis delivering audio or audio-visual Content (henceforth Content) to an end-user such that it is consumed at
approximately the same time as it is sent.

DOWNLOADING

By
contrast,Downloadingis delivering Content to an end-user so that it is intended to be consumed at a later time, possibly
in accordance with Usage Rules (see below).

Rights Holder

TheRights Holderis the owner or licensee of Copyright or Neighboring Rights in the sound recording being streamed.

STREAMING USAGE RULES

Streaming Usage Rulesare rules for the use of Content, defined by Rights Holders in the Content. Streaming Usage Rules may allow or
disallow the immediate consumption of the Content. They may also allow or disallow other uses of the Content such as, retention, onward transmission etc.

Streaming Usage Rulesmay differ for different delivery systems and Rights Holders.

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Streaming Usage Rulesmay be attached to or embedded within Content, or else inherently implied by the Service's design.

DEFAULT STREAMING USAGE RULES

Default Streaming Usage Rulesare the rules defined for end-users in the absence of Streaming Usage Rules from Rights Holders.
Default Streaming Usage Rules may differ for different delivery systems. They may also differ from Default Usage Rules set out in other specifications, such as the SDMI Portable Device Specification
Part 1 Version 1.0.

STREAMING SECURITY SYSTEM

AStreaming Security Systemis able to ensure that Streaming Usage Rules (or where relevant, Default Streaming Usage Rules) are obeyed. It
includes the entire system, from the point where Content is introduced into it to the point where Content is either rendered in accordance with Streaming Usage Rules or handed off to another system in
accordance with Streaming Usage Rules.

PROTECTED

ProtectedContent is in a state in which unauthorized access is restricted by technical means (e.g., encryption or scrambling).

QUALITY OF SERVICE (Q0S) ASSURED SYSTEMS

QoS Assured Systemsare systems where the path from source to end-user is subject to guarantees over the available bandwidth
and error rate.

BEST EFFORT SYSTEMS

Best Effort Systemsare systems where the path from source to end-user is NOT subject to guarantees over the available
bandwidth and error rate.

Annex BRobustness Requirements

The following text is copied from the SDMI PD Specification Section 10:

GENERAL

SCOPE

These
Robustness Requirements apply to implementations ("Implementations") of the SDMI Portable Device Specification, Part 1, Version 1.0 (the "Specification") and are
incorporated in the Specification. Capitalized terms not defined herein shall have the meanings set forth in the Specification.

OBJECTIVE

Implementations
shall protect SDMI Protected Content against unauthorized access, copying and distribution. Implementations shall maintain SDMI Protected Content in a protected state or
a protected environment at all times except while such Content is being rendered in decompressed form.

CONSTRUCTION

Implementations
shall comply with the Specification and be designed and manufactured so as effectively to frustrate attempts to modify such products so as to defeat the functions of the
Specification, as more specifically described below.

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DEFEATING FUNCTIONS AND FEATURES

Implementations
shall not include switches, jumpers or traces that may be cut, or control functions means (such as end user remote control functions or keyboard, command or keystroke
bypass) by which content protection technologies or other mandatory provisions of the Specification may be
defeated or by which compressed, decrypted SDMI Protected Content may be exposed to unauthorized copying, usage or distribution.

MAINTAIN SECURITY

Implementations
shall be designed and manufactured so as to effectively frustrate attempts to: (i) discover or reveal non-public keys or cryptographic algorithms or
other secrets/confidential information used to protect Content in Implementations, (ii) defeat the functions related to Authentication, encryption, decryption, SDMI screening, watermark
screening, watermark insertion, the Secure Authenticated Channel and Storage of SDMI Protected Content, as defined and required in Specification, including the control functions or Usage Rules, to the
extent such functions and rules are implemented in the foregoing, and (iii) change embedded identities (collectively, clauses (i), (ii), and (iii) of this Section 10.1.4 are
referred to herein as the "Security Functions and Features"). Furthermore, in SDMI-Complaint products, where SDMI Protected Content is delivered from one part of the
SDMI-Complaint product to anotherwhether among integrated circuits, software modules, or a combination thereofthe portions of such product that perform the
Security Functions and Features shall be designed and otherwise integrated and associated with each other such that SDMI Protected Content in a usable form flowing between them shall be Protected from
being intercepted and copied or distributed.

METHODS OF MAKING FUNCTIONS ROBUST

Implementations
shall use at least the following techniques to be designed to effectively frustrate efforts to circumvent or defeat the functions and protections in the Specification and
these Robustness Requirements:

ACCESSIBILITY OF CONTENT

Decrypted
SDMI Protected Content shall not be available on outputs other than those specified in the Specification or these Robustness Requirements and, within Implementations, such
Content shall not be present on any user accessible buses in useable form in such a manner that permits users to circumvent or defeat the Security Functions and Features. For these purposes, a "user
accessible bus" shall mean a data bus which is designed for end user upgrades or access, such as PCMCIA, device bay, IEEE 1394 or Cardbus, but not PCI buses, memory buses, CPU buses, and similar
portions of a device's internal architecture. The foregoing shall also apply to interfaces between or among SDMI-Compliant products, such that SDMI Protected Content is transmitted in a
Protected manner.

PLAYBACK

Unprotected
digital playback (e.g., via USB speakers) shall be limited to linear PCM at 48 kHz 16 bit or below, and any playback at a rate higher than 1.5 times normal speed shall be
noticeably degraded unless the pitch is corrected to the pitch at the normal speed.

ROBUSTNESS REQUIREMENTS APPLICABLE TO SOFTWARE IMPLEMENTATIONS

Any
portion of an Implementation that implements one or more of the security functions set forth in the Specification in software that could allow compromise of SDMI Protected Content
shall include

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all of the characteristics set forth in Sections 10.1 and 10.2.1 of these Robustness Requirements. In addition, such Implementations shall:

Use
one or more reasonable methods, which may include, but shall not be limited to: encryption, execution of a portion of the implementation in ring zero or supervisor mode, and/or
embodiment in a secure physical implementation; and in every case of implementation of software, using techniques of obfuscation to disguise and hamper attempts to discover the approaches used.

Be
designed so as to perform self-checking of the integrity of its component parts and be designed to result in a failure of the Implementation to provide the authorized
Authentication and/or decryption function in the event of unauthorized modification. For these purposes, a "modification" includes any change in, or disturbance or invasion of features or
characteristics, or interruption of processing. This provision requires at a minimum the use of "signed code" or other means of tagging or operating throughout the code which are equivalent or more
robust. For purposes hereof, "component parts" are those that interact with SDMI Protected Content.

ROBUSTNESS REQUIREMENTS APPLICABLE TO HARDWARE IMPLEMENTATIONS

Any
portion of an SDMI-Complaint product that implements a part of the Specification in hardware shall include all of the characteristics set forth in Sections 10.1 and
10.2.1 of these Robustness Requirements. The fact that a software Implementation operates on a hardware computing platform shall not, in and of itself, cause such hardware computer platform to be
subject to the requirements set forth in Sections 10.2.4 and 10.2.5. If, however, the software Implementation relies on hardware or any hardware component to satisfy these Robustness Requirements,
then such hardware or hardware
component shall be governed by the robustness rules set forth herein for hardware implementations. In addition, such Implementation shall:



ROBUSTNESS REQUIREMENTS APPLICABLE TO HYBRID IMPLEMENTATIONS

The
interfaces between hardware and software Implementations of an SDMI-Compliant product or between or among SDMI-Complaint products shall be designed so that
they provide the level of protection that would be provided by a purely hardware or purely software Implementation as described above.

REQUIRED LEVELS OF ROBUSTNESS



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Can
only with difficulty be defeated or circumvented using Professional Tools (as defined below).

Widely
Available Tools shall mean general-purpose tools or equipment that are widely available at a reasonable price, such as screwdrivers, jumpers, clips, and soldering irons.

Specialized
Tools shall mean specialized electronic tools that are widely available at a reasonable price, such as memory readers and writers, debuggers, decompilers, or similar software
development products other than devices or technologies that are designed and made available for the specific purpose of bypassing or circumventing the protection technologies that are required by the
Specification, i.e., "Circumvention Devices".

Professional
Tools shall mean professional tools or equipment, such as logic analyzers, chip disassembly systems, or in circuit emulators, but not including either professional tools or
equipment that are made available on the basis of a non-disclosure agreement or Circumvention Devices.

NEW CIRCUMSTANCES

If
an Implementation when designed and shipped complies with the requirements set forth above, but at any time thereafter circumstances arise whichhad they been existing at
the time of designwould have caused such Implementation to fail to comply with the Specification ("New Circumstances"), then upon having reasonable notice of such New Circumstances, the
developer of such Implementation (the "SDMI Participant") shall promptly redesign affected product(s) or make available upgrades to its affected product(s), and, as soon as reasonable practicable,
consistent with ordinary product cycles and taking into account the level of threat to Content under the New Circumstances, shall incorporate such redesign or replacement into its affected product(s),
cease manufacturing such affected product(s) and cease selling such affected product(s).

EXAMINATION/INSPECTION

Under
reasonable terms, including execution of mutually acceptable non-disclosure/non-use agreements, and upon reasonable notice to the SDMI Participant and the
SDMI Foundation by one of the RIAA, the IFPI or the RIAJ (each referred to herein as a "Recording Company Association"), such Recording Company Association may at its own expense have an independent
expert (acceptable to the SDMI Participant whose product(s) are to be inspected) inspect the details necessary to an understanding of such product(s)' implementation of the Specification and these
Robustness Requirements and such details sufficient to determine whether such product(s) is/are SDMI-Compliant.

Such
SDMI Participant's approval of such proposed expert shall not be unreasonably withheld. Details which may be inspected include the executable object code, functional design
diagrams, examples of the product, or block diagrams, but shall not include the source code, the Verilog Hardware Description Language (VHDL) or similar highly confidential information as reasonable
designated by the SDMI Participant. Any report made by the independent expert shall be made available to both the Recording Company Association and the SDMI Participant. The SDMI Participant shall not
be precluded or estopped from challenging the opinion of such expert in any forum. Nothing in this paragraph shall limit the role or testimony of such expert, if any, in a judicial proceeding under
such protective orders as a court may impose. This provision may not be invoked more than once per implementation, model or version, provided that such right of inspection shall include the right to
re-inspect such implementation, model or version if it has been revised in an effort to cure any alleged failure or compliance. Any investigation conducted hereunder shall be based on
reasonable grounds and commenced in a good faith attempt to determine whether an Implementation is SDMI-Compliant.

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