<PAGE>

                                                    Montreal, September 20, 2001



JUKE-BOX NUMERIQUE TOUCHTUNES INC./
TOUCHTUNES DIGITAL JUKEBOX INC.
3, Place du Commerce
4th Floor
Nun's Island, Verdun (Quebec)
H3E 1H7

Attention: Mr. Francois Plamondon, President and Chief Operating Officer
------------------------------------------------------------------------

RE : OFFER OF FINANCING
-----------------------

Dear Sir :

     We are pleased to present to you the terms and conditions under which
NATIONAL BANK OF CANADA (the "BANK") offers to make available to JUKE-BOX
NUMERIQUE TOUCHTUNES INC./TOUCHTUNES DIGITAL JUKEBOX INC. (the "BORROWER"),
a financing facility totaling US $9,906,916 and CDN $491,666, comprising :

<TABLE>
<CAPTION>
<S>        <C>                   <C>
"A"        US $1,000,000         Operating credit (renewal and increase of the existing operating credit)

"B"        0                     Cancelled (fully repaid)

"C"        0                     Cancelled (fully repaid)

"D"        CDN $416,666          Term loan under the Loan Program for Technology Firms sponsored by the Canada
                                 Economic Development (renewal)

"E"        US $5,906,916         Term loan (renewal)

"F"        US $2,000,000         Term loan (new)

"G"        US $1,000,000         Term loan (new)

"H"        CDN $75,000           Mastercard Operating credit (renewal)
</TABLE>


This Offer of financing amends that of May 16, 2001 and that of February 22,
1999 which itself amends that of October 7, 1998; save and except for the
changes specified herein, the following Offer of financing is effected without
novation nor derogation regarding the terms and conditions of the Offer of
financing dated May 16, 2001 and February 22, 1999 and those of the Offer of
financing dated October 7, 1998.

<PAGE>
                                                                              2

1.       FACILITY "A" - OPERATING CREDIT
         -------------------------------

         1.1    CREDIT FACILITY

                Subject to the provisions hereof, the Bank agrees to make
                available to the Borrower an operating credit facility for a
                principal amount not exceeding US $1,000,000, which is to be
                used to finance the Borrower's usual operating requirements.

                However, it is understood that this increase in the amount of
                said operating credit facility to US $1,000,000 from US
                $500,000, shall be made available to the Borrower, provided that
                the Borrower furnish to the Bank a copy of a duly executed
                agreement and/or document establishing that the new funding in
                equity by the Borrower `s Shareholders in the amount of US
                $5,000,000 has been committed.

         1.2    FINANCING OPTIONS

                Subject to the terms and conditions hereof, the Borrower may use
                and reuse this credit facility, up to the maximum allowed, by
                means of VARIABLE-RATE advances.

         1.3    INTEREST RATE

                The variable-rate advances shall bear interest, from the time of
                disbursement until payment in full, at the US BASE RATE of the
                Bank plus 1.25%, which is 7.75% as at the date hereof. Interest
                shall be calculated daily and payable monthly on the 26th day of
                each month.

         1.4    DISBURSEMENT AND REPAYMENT

                The credit facility is repayable on demand and may be reviewed
                periodically by the Bank, the next review being scheduled on or
                before APRIL 30, 2002. Disbursements and payments shall be made
                to or collected in equal multiples of US $50,000.

         1.5    STAND-BY FEE

                The Borrower shall pay each month a stand-by fee calculated on
                the unused balance of the Operating credit on its last day of
                each month. The fee shall be paid monthly as the last day of
                each month at a rate of 1/12 of 0.25% of the Borrower's unused
                balance of said Facility "A".

         1.6    FINANCING CONDITIONS

                Notwithstanding the amount of the credit facility, the aggregate
                amount of VARIABLE-RATE advances at no time shall not exceed the
                total of:

<PAGE>
                                                                              3

         1.6.1  75% of the Guarantor's net CANADIAN accounts receivable
                (excluding holdbacks receivable, contra or inter-company
                accounts, accounts of doubtful quality and those aged 90 days or
                more from the date of billing).

         1.6.2  65% of the Guarantor's net US accounts receivable (excluding
                holdbacks receivable, contra or inter-company accounts, accounts
                of doubtful quality and those aged 90 days or more from the date
                of billing and accounts covered by Section 1.6.3); and

         1.6.3  90% of the Guarantor's net FOREIGN accounts receivable
                (excluding holdbacks receivable, contra or inter-company
                accounts, accounts of doubtful quality and those aged 90 days or
                more from the date of billing) guaranteed by the Export
                Development Corporation.

         The value of the Guarantor's accounts receivable shall be established,
         from time to time, by taking into account claims ranking prior to the
         security of the Bank. Each month, on the 20th day of the following
         month, the Guarantor shall furnish to the Bank a detailed list of its
         accounts receivable by indentifying Canadian, American and foreign
         accounts, its account payable according to age. Monthly fees of $250.00
         shall be charged to the Borrower for monitoring accounts receivable for
         the month when Facility "A" is used.

2.       FACILITY "B" - TERM LOAN (CANCELLED) (FULLY REPAID)
         ---------------------------------------------------

3.       FACILITY "C" - TERM LOAN (CANCELLED) (FULLY REPAID)
         ---------------------------------------------------

4.       FACILITY "D" - TERM LOAN
         ------------------------

         4.1    CREDIT FACILITY

                Subject to the provisions hereof, the Bank agreed on October 7,
                1998 to make available to the Borrower a term loan for an amount
                not exceeding CDN $500,000 to finance up to 75% of the
                Borrower's research, development and marketing costs, for the
                fiscal years ending December 31, 1998 and December 31, 1999,
                under the Canada Economic Development's PROGRAMME DE PRET POUR
                LES ENTERPRISES TECHNOLOGIQUES, which outstanding capital
                balance is CDN $416,666 as to the date of the execution of the
                present Offer of financing.

         4.2    TERM

                The loan has been granted for a period of 60 months following
                the date of the first disbursement, ending on March 26, 2004.

         4.3    INTEREST RATE

                The VARIABLE-RATE loan shall bear interest, from the time of its
                disbursement until its payment in full, at the Canadian Prime
                Rate of the Bank, which is 5.25% as at the date hereof,
                calculated daily plus the margin, as set forth below which shall
                be based on the

<PAGE>
                                                                              4

                following ratio, to be calculated at each quarter-end: EBITDA /
                (STPLTD + Int.) (the "RATIO") (see section 15), where :

                "EBITDA" : means the Earnings before interests, taxes,
                depreciation and amortization but without stock dividends as
                reflected in the Guarantor's consolidated financial statements
                as at the end of the relevant quarterly period, multiplied by
                four until the end of two thousand two (2002).

                "STPLTD" : means the Short term portion liabilities payable in
                the year on the long term liabilities as reflected in the
                Guarantor's consolidated financial statements for the relevant
                financial year period.

                "INT." : means the total charge of interest payable on the
                liabilities of the Guarantor as reflected in the Guarantor's
                consolidated quarterly financial statements for the relevant
                quarterly period, multiplied by four until the end of two
                thousand two (2002).

<TABLE>
<CAPTION>
         ------------------------------------- ----------------------------- ---------------------------
         EBITDA / STPLTD + INT.                   RATIO OF 1.30 OR LESS          RATIO OF MORE THAN 1.30
             X VARIABLE-RATE
         ------------------------------------- ----------------------------- ---------------------------
                 <S>                                         <C>                           <C>
                 Margin                                      3.50%                         1.75%
         ------------------------------------- ----------------------------- ---------------------------
</TABLE>

                From the first quarter of two thousand three (2003) and
                thereafter, such ratio shall be adjusted on a rolling basis to
                reflect the four previous quarter including the relevant
                quarterly period.

                The margin shall be applicable as of the first day following the
                end of the relevant quarterly period until the last day of the
                following quarterly period, at which time the margin shall be
                adjusted either for the foregoing quarterly period.

                Interest shall be paid monthly on the 26th day of each month as
                of the 26th day of the month following disbursement.

         4.4    REPAYMENT

                The Borrower shall repay the principal of this term loan in 36
                equal and consecutive monthly installments of $13,889, which
                shall be payable on the 26th day of each month, the first of
                such installments shall become due and payable on the 26th day
                of the twenty-fifth months following the date of the first
                disbursement, namely on March 31, 2001. The balance of
                principal, interest, fees and incidental charges on the loan
                shall have to be repaid in full with the last installment,
                namely on the term expiry date, without further notice.

         4.5    PREPAYMENT

                The Borrower may repay all or part of the variable-rate term
                loan at any time without penalty provided the repayment is from
                funds generated by the Borrower or from the proceeds of a
                capital stock issue as specified in its audited financial
                statements. If the

<PAGE>
                                                                              5

                repayment is directly or indirectly from any other source, a
                penalty of three months' interest shall then be exigible and
                deducted by the Bank from the repayment. Partial repayments
                shall be applied to the last installment of principal and/or
                interest or to any other sum due by the Borrower, at the Bank's
                discretion.

5.       FACILITY "E" - TERM LOAN
         ------------------------

         5.1    CREDIT FACILITY

                Subject to the provisions hereof, the Bank agreed on February
                22, 1999 to make available to the Borrower term loans for an
                amount not exceeding US $10,400,000 which is reduced to an
                amount not exceeding US $5,906,916 to financing up to 80% of the
                cost of acquisition, by the Borrower, before taxes, of new
                jukeboxes (Genesis M1-04) from Bose Corporation which are
                covered by Partner Lease Agreements of at least 5 years between
                TouchTunes Music Corporation (formerly know as "Technical
                Maintenance Corporation") and by Partner Lease and Servicing
                Agreements, as lessor, and the jukeboxes' operators as lessee :
                the total outstanding capital amount of all term loans under
                Facility "E" and Facility "F" shall never exceed 30% of the
                total of the minimum lease amount due and owing to TouchTunes
                Music Corporation by the Operators for the full terms of the
                Partner Lease Agreements and of those of the Partner Lease and
                Servicing Agreements, that are in effect and in full force,
                excluding any and all Partner Lease Agreements and all Partner
                Lease and Servicing Agreements, which are, in the opinion of the
                Bank, of doubtful quality. Those loans shall be guaranteed, up
                to 67% by the Export Development Corporation and
                Investissement-Quebec.

                The total amount of the term loans granted by the Bank to the
                Borrower under Facility "E" is US $10,012,000 as of the date of
                the execution of the present Offer of financing, which
                outstanding capital balance is US $5,906,916 as of the date of
                the Offer of financing.

         5.2    TERM

                Each term loan is granted for a maximum term of 48 months.

         5.3    INTEREST RATE

                The VARIABLE-RATE loan shall bear interest, from the time of its
                disbursement until its payment in full, at the US BASE RATE of
                the Bank, which is 6.50% as at the date hereof, calculated daily
                plus the margin, as set forth below which shall be based on the
                following ratio, to be calculated at each quarter-end : EBITDA /
                (STPLTD + Int.) (The "RATIO") (see section 15), and shall be as
                follows:

<PAGE>
                                                                              6

<TABLE>
<CAPTION>
------------------------- ------------------ ----------------------- -------------------------------- --------------
EBITDA  /  STPLTD + INT.    RATIO OF 1.00      RATIO OF MORE THAN          RATIO OF MORE THAN          RATIO OF MORE
X VARIABLE-RATE                OR LESS       1.00 BUT LESS THAN 1.15     1.15 BUT LESS THAN 1.30         THAN 1.30
------------------------- ------------------ ----------------------- -------------------------------- --------------
         <S>                    <C>                  <C>                          <C>                      <C>
         Margin                 2.55%                2.00%                        1.50%                    1.25%
------------------------- ------------------ ----------------------- -------------------------------- --------------
</TABLE>

                From the first quarter of two thousand three (2003) and
                thereafter, such ratio shall be adjusted on a rolling basis to
                reflect the four previous quarter including the relevant
                quarterly period.

                The margin shall be applicable as of the first day following the
                end of the relevant quarterly period until the last day of the
                following quarterly period, at which time the margin shall be
                adjusted either for the foregoing quarterly period.

                Interest shall be paid monthly on the 26th day of each month as
                of the 26th day of the month following disbursement or the date
                of the present Offer of financing.

         5.4    ADDITIONAL COMPENSATION

                The Borrower shall pay each year an additional amount to the
                Bank equal to 0.50% of the Borrower's and the Guarantor's ANNUAL
                GROSS REVENUES as specified herein and as of JANUARY 1, 1999,
                calculated on a consolidated basis, as applicable (the "Fees").
                The Fees shall be due and payable forty-five days after the end
                of each quarter based on Guarantor's consolidated quarterly
                report at the rate of 0.50 of 1.00% of the Borrower's and the
                Guarantor's gross revenues as specified herein.

                Each year, upon receipt of the Guarantor's audited year end
                consolidated financial statements, the amount of Fees paid shall
                be adjusted, if necessary, in such a way that the Bank receives
                no more and no less than the established percentage of ANNUAL
                GROSS REVENUES. Any amount in arrears incurred after the
                adjustment of the Fees, shall bear interest at the rate
                applicable to the principal of said term loans.

                For the purpose of the calculation of said additional
                compensation, the Borrower's and the Guarantor's anticipated
                ANNUAL GROSS REVENUES are as follows :

                     1999 :    US $  7,118,864
                     2000 :    US $ 34,686,824
                     2001 :    US $ 68,083,950
                     2002 :    US $116,528,074

                The Fees shall be payable to the Bank until December 31, 2003
                provided that at any time prior to or on such date neither the
                Borrower or the Guarantor is in default of any terms or
                conditions contained in this Offer of financing; otherwise such
                Fees shall be payable until the advances under Facility "E" are
                repaid in full.

<PAGE>
                                                                              7

         5.5    PAYMENT FOR THE RELEASE OF FURTHER JUKEBOXES

                As indicated in the list of jukeboxes dated June 6, 2001
                provided to the Bank by the Borrower , and after the release of
                the two hundred and one (201) jukeboxes under the terms and
                conditions of a letter concurrently executed with this Offer of
                financing, the Bank shall have nineteen hundred and seventy-five
                (1975) jukeboxes covered by Partner Lease Agreements ("PLA"),
                entered between the Guarantor, as lessor and the Operators, as
                lessee, which have been secured by the Borrower to the Bank by
                way of movable hypothec agreements and security agreements for
                the term loans of said Facility "E".

                Therefore, it is understood that the Borrower shall repay the
                amounts stipulated in the Schedule "A" attached herein, when the
                Borrower will request the release from the Bank of any of said
                1975 jukeboxes or when a PLA covering one or several of said
                1975 jukeboxes, is cancelled for any reasons during the term of
                said term loans.

         5.6    REPAYMENT

                The Borrower shall repay the principal of each term loan in 42
                equal and consecutive monthly installments, which shall be
                payable on the 26th day of each month, the first installment
                shall become due and payable on the 26th day of the 7th month
                following the disbursement of each loan. The balance of
                principal, interest, fees and incidental charges on the loan
                shall be repaid in full with the last installment, namely on the
                term expiring date, without further notice. The monthly
                repayment in principal of all term loans shall never exceed US
                $228,000.

         5.7    PREPAYMENT

                Subject to the payment of an indemnity equal to the total
                additional compensation to be paid until the term expiry date,
                the Borrower may repay all variable-rate loans at any time
                without penalty provided the repayment is from funds generated
                by the Borrower or from the proceeds of a capital stock issue as
                specified in its audited financial statements. For the purpose
                of the calculation of said indemnity herein, the anticipated
                gross annual revenues as specified in paragraph 5.4 hereby shall
                be taken into account, without any adjustments for the remaining
                of the term of the loans.

                In addition, if the repayment is directly or indirectly from any
                other source, a penalty of three months' interest shall then be
                exigible and deducted by the Bank from the repayment. Partial
                repayments shall be applied to the last installment of principal
                and/or interest or to any other sum due by the Borrower, at the
                Bank's discretion.

6.       FACILITY "F" - TERM LOAN
         ------------------------

         6.1    CREDIT FACILITY

                Subject to the provisions hereof, the Bank agrees to make
                available to the Borrower term loans for an amount not exceeding
                US $2,000,000 to finance up to 80% of the cost of acquisition,
                by the Borrower, before taxes, of new jukeboxes (Genesis M1-04)
                from Bose Corporation which are covered by Partner Lease
                Agreements, of at least 5 years between TouchTunes Music
                Corporation (formerly known as "Technical Maintenance

<PAGE>
                                                                              8

                Corporation"), as lessor, and the jukeboxes' operators, as
                lessee: the total outstanding capital amount of all term loans
                under Facility "E" and Facility "F" shall never exceed 30% of
                the total of the minimum lease amount due and owing to
                TouchTunes Music Corporation by the Operators for the full terms
                of the Partner Lease Agreements, that are in effect and in full
                force, excluding any and all Partner Lease Agreements, which
                are, in the opinion of the Bank, of doubtful quality. Those
                loans shall be guaranteed up to 67% by the Export Development
                Corporation and Investissement-Quebec.

         6.2    TERM

                Each term loan is granted for a maximum term of 48 months.

         6.3    INTEREST RATE

                The VARIABLE-RATE loan shall bear interest, from the time of its
                disbursement until its payment in full, at the US BASE RATE of
                the Bank, which is 6.50% as at the date hereof, calculated daily
                plus the margin, as set forth below which shall be based on the
                following ratio, to be calculated at each quarter-end:
                EBITDA/(STPLTD + Int.) (the "RATIO") (see section 15), and shall
                be as follows:


<TABLE>
<CAPTION>
------------------------- ----------------- -------------------------- ------------------------------ --------------
EBITDA  /  STPLTD + INT.   RATIO OF 1.00       RATIO OF MORE THAN           RATIO OF MORE THAN         RATIO OF MORE
X VARIABLE-RATE               OR LESS        1.00 BUT LESS THAN 1.15      1.15 BUT LESS THAN 1.30        THAN 1.30
------------------------- ----------------- -------------------------- ------------------------------ --------------
         <S>                   <C>                    <C>                          <C>                     <C>
         Margin                2.25%                  2.00%                        1.50%                   1.25%
------------------------- ----------------- -------------------------- ------------------------------ --------------
</TABLE>

                From the first quarter of two thousand three (2003) and
                thereafter, such ratio shall be adjusted on a rolling basis to
                reflect the four previous quarter including the relevant
                quarterly period.

                The margin shall be applicable as of the first day following the
                end of the relevant quarterly period until the last day of the
                following quarterly period, at which time the margin shall be
                adjusted either for the foregoing quarterly period.

                Interest shall be paid monthly on the 26th day of each month as
                of the 26th day of the month following disbursement.

         6.4    STAND-BY FEE

                The Borrower shall pay each month a stand-by fee calculated on
                the unused balance of the term loan on the last day of each
                month. The fee shall be paid monthly as at the last day of each
                month at the rate of 1/12 of 0.25% of the Borrower's unused
                balance of said term loan.

<PAGE>
                                                                              9

         6.5    DISBURSEMENT

                Any sum hereunder which has not been advanced to the Borrower on
                APRIL 30, 2002 shall no longer be available to the Borrower and
                the Bank shall have no further obligation to advance such sum to
                the Borrower.

         6.6    SPECIFIC ADVANCES CONDITIONS

                Subject to the provisions hereof, funds provided by the Bank
                will be available, subject to the following conditions, namely:

                6.6.1  all the general conditions contained in the Section 11
                       entitled "Conditions precedent to any disbursement of
                       funds" shall have been met to the Bank's reasonable
                       satisfaction;

                6.6.2  the Borrower shall have furnished to the Bank, at least
                       15 Business days prior to the proposed date of the
                       advance, a written requisition as well as a duly
                       certified copy of the applicable Partner Lease Agreements
                       (which shall be for a minimum term of 5 years) between
                       TouchTunes Music Corporation and jukeboxes' operators
                       together with the order forms specifying the number of
                       jukeboxes rented, their serial numbers and their
                       locations, the whole in form and substance acceptable to
                       the Bank;

                6.6.3  with regards to each lessee under the Partner Lease
                       Agreements, the Bank shall have obtained, at its
                       satisfaction, proofs of solvability and good financial
                       position;

                6.6.4  draw requests shall not exceed 2 per month;

                6.6.5  concurrently with each advance requisition, the Borrower
                       shall pay to the Bank, non-refundable administrative fees
                       of US $500; and

                6.6.6  the signature and remittance by the Borrower to the Bank
                       of notes, in the form annexed hereto as a model,
                       indicating the interest rate, the amount of principal,
                       the term and the repayment of the principal and interest.

         6.7    PAYMENT FOR THE RELEASE OF FURTHER JUKEBOXES

                As indicated in the list of jukeboxes dated June 6, 2001
                provided to the Bank by the Borrower, and after the release of
                the two hundred and one (201) jukeboxes under the terms and
                conditions of a letter concurrently executed with this Offer of
                financing, the Bank shall have nineteen hundred and seventy-five
                (1975) jukeboxes covered by Partner Lease Agreements ("PLA"),
                entered between the Guarantor, as lessor and the Operators, as
                lessee, which have been secured by the Borrower to the Bank by
                way of movable hypothec agreements and security agreements for
                the term loans of said Facility "F".

                Therefore, it is understood that the Borrower shall repay the
                amounts stipulated in the Schedule "A" attached herein, when the
                Borrower will request the release from the Bank of any of said
                1975 jukeboxes or when a PLA covering one or several of said
                1975 jukeboxes, is cancelled for any reasons during the term of
                said term loans.

<PAGE>
                                                                             10

         6.8    REPAYMENT

                The Borrower shall repay the principal of each term loan in 42
                equal and consecutive monthly installments, which shall be
                payable on the 26th day of each month, the first installments
                shall become due and payable on the 26th day of the 7th month
                following the disbursement of each loan. The balance of
                principal, interest, fees and incidental charges on the loan
                shall be repaid in full with the last installment, namely on the
                term expiring date, without further notice. The monthly
                repayment in principal of all term loans shall never exceed US
                $47,619.

         6.9    PREPAYMENT

                The Borrower may repay all or part of the variable-rate term
                loan at any time without penalty provided the repayment is from
                funds generated by the Borrower or from the proceeds of a
                capital stock issue as specified in its audited financial
                statements.

                In addition, if the repayment is directly or indirectly from any
                other source, a penalty of three months' interest shall then be
                exigible and deducted by the Bank from the repayment. Partial
                repayments shall be applied to the last installment of principal
                and/or interest or to any other sum due by the Borrower, at the
                Bank's discretion.

7.       FACILITY "G" - TERM LOAN
         ------------------------

         7.1    CREDIT FACILITY

                Subject to the provisions hereof, the Bank agrees to make
                available to the Borrower a term loan for a principal amount not
                exceeding US $1,000,000 to finance up to 50% of the costs of
                acquisition and installation by the Borrower, before taxes, of
                new hardware and software equipments.

         7.2    TERM

                The loan is granted for a period of 36 months following the date
                of the last disbursement.

         7.3    INTEREST RATE

                The variable-rate advance shall bear interest, from the time of
                disbursement until payment in full, at the US BASE RATE of the
                Bank plus 2.00%, which is 8.50% as at the date hereof,
                calculated daily. Interest shall be payable monthly on the 26th
                day of each month.

         7.4    REPAYMENT

                The Borrower shall repay the principal on this term loan based
                on the basis of an amortization of 36 months in 36 equal and
                consecutive monthly installments of US $27,778. which shall be
                payable on the 26th day of each month, the first if such
                installments shall become due and payable on the 26th day
                following the date of the last disbursement. The balance of
                principal interest, fees and incidental charges on the loan

<PAGE>
                                                                             11

                shall be repaid with the last installment, namely on the term
                expiry date, without further notice.

         7.5    DISBURSEMENT

                The Borrower shall use the amount made available to it by way of
                a maximum of two progress advances corresponding to 50% of the
                costs of acquisition of new hardware and software equipments,
                before taxes, on or before APRIL 30, 2002, subject to executing
                any documents that may reasonably be requested by the Bank,
                including, but not limited to a term note. Any sum hereunder
                which has not been advance to the Borrower on that date shall no
                longer be available to the Borrower and the Bank shall have no
                further obligation to advance such sum to the Borrower.

                Concurrently with each advance requisition, the Borrower shall
                supply the Bank with copies of all invoices and proof of
                payments supporting all disbursements requests under this
                Facility "G".

         7.6    PREPAYMENT

                The Borrower may repay all or part of the variable-rate term
                loan any time, without penalty, provided that the repayment
                comes from funds generated by the Borrower or from the proceeds
                of a capital stock issue as specified in its audited financial
                statements. If the repayment comes directly or indirectly from
                any other source, a penalty of three months' interest on the
                principal repaid shall then be charged and withheld by the Bank
                from the repayment. Partial repayments shall be applied to the
                last installment of principal and/or interest or to any other
                sum due by the Borrower, at the Bank's discretion.

8.       FACILITY "H" - MASTERCARD  OPERATING  CREDIT (FORMER  FACILITY "G"
         OF THE OFFER OF FINANCING DATED OCTOBER 7, 1998 AND FORMER
         FACILITY "I" OF THE OFFER OF FINANCING DATED MAY 16, 2001)
         -------------------------------------------------------------------

         8.1    CREDIT FACILITY

                Subject to the provisions hereof, the Bank agreed on October 7,
                1998 to make available to the Borrower a Mastercard Operating
                Credit for an amount of CDN $75,000 related to the use, by the
                Borrower's employees, of Mastercard credit cards issued by the
                Bank in the name of the Borrower.

         8.2    DISBURSEMENT AND REPAYMENT

                The credit facility is repayable on demand and may be reviewed
                periodically by the Bank, the next review being scheduled on or
                before APRIL 30, 2002.

<PAGE>
                                                                             12

         8.3    INTEREST RATE

                The present Mastercard Operating Credit is subject to the terms
                and conditions set forth in the "National Bank of Canada
                Mastercard Business Card Agreement" executed between the Bank
                and the Borrower prior to this Offer of financing which
                agreement includes, without limitation, the applicable interest
                rate, the modes of reimbursement and the fees payable to the
                Bank. All amounts outstanding in respect of this Facility "H"
                shall be repaid upon cancellation or termination of this
                facility.

9.       SECURITY

         To secure the repayment of all advances or loans made under the credit
         facilities described herein, and the payment of interest, fees and all
         other amounts payable thereunder and in the security documents and the
         performance of its obligations towards the Bank in respect of such
         facilities, the Borrower undertakes to provide, the following security,
         the whole in form and substance acceptable to the Bank, namely:

         9.1    FACILITIES "A", "B", "C" "D" AND "H"

                9.1.1  a guarantee in the amount of CDN $1,750,000 to be granted
                       by TouchTunes Music Corporation (formerly known as
                       "Technical Maintenance Corporation") in favour of the
                       Bank, which guarantee shall be covered by a first-ranking
                       general hypothec or a security interest including,
                       without limitation, a UCC-1 Financing Statement and/or a
                       Security Agreement on movable property in the amount of
                       CDN $1,750,000 on the universality of TouchTunes Music
                       Corporation's property, both corporeal and incorporeal,
                       present and future, wherever it is located; intellectual
                       property taken as security will be duly defined and
                       registered by a firm mandated by the Bank which shall
                       conduct a due diligence audit (CURRENTLY HELD BY THE
                       BANK).

         9.2    FACILITIES "A"), "B"), "C"), "D), "G"), "H")

                9.2.1  a guarantee in the amount of CDN $3,500,000. to be
                       granted by TouchTunes Music Corporation (formerly known
                       as "Technical Maintenance Corporation") in favour of the
                       Bank, which guarantee shall be covered by a first-ranking
                       general hypothec or a security interest including,
                       without limitation, a UCC-1 Financial Statement and/or a
                       Security Agreement on movable property in the amount of
                       CDN $3,500,000 on the universality of TouchTunes Music
                       Corporation's property, both corporeal and incorporeal,
                       present and future, wherever it is located, its
                       intellectual property taken as security will be duly
                       defined and registered by a firm mandated by the Bank
                       which shall conduct an updated due diligence audit,
                       including, without limitation, all the universality of
                       TouchTunes Music Corporation's accounts receivable, book
                       debts and other claims, present and future, regardless of
                       the place in which the debtors of such book debts,
                       accounts receivable and other claims may be, including,
                       without limitation, all its claims against the lessee
                       under the Partner Lease Agreements mentioned herein
                       (NEW).

<PAGE>
                                                                             13

         9.3    FACILITIES "A" AND "H"

                9.3.1  a first-ranking security in favour of the Bank under
                       Section 427 of the BANK ACT (NEW)

                9.3.2  a first-ranking general hypothec in the amount of the
                       equivalent of US $1,000,000, in Canadian dollars at the
                       rate of exchange prevailing on the date of the execution
                       of the Offer of financing plus the amount of CDN $75,000
                       in favour of the Bank on all the Borrower's book debts,
                       accounts receivable and other claims, present and future,
                       regardless of the place in which the debtors of such book
                       debts, accounts receivable and other claims may be,
                       including without limitation, a hypothec in the amount of
                       the equivalent of US $1,000,000 in Canadian dollars at
                       the rate of exchange prevailing on the date of the
                       execution of the Offer of financing plus the amount of
                       CDN $75,000 on the proceeds of all-risk insurance on the
                       property given as security to the Bank and an additional
                       hypothec in the amount of the equivalent of US $200,000
                       in Canadian dollars at the rate of exchange prevailing on
                       the date of the execution of the Offer of financing plus
                       the amount of CDN $15,000 (NEW); and

                9.3.3  a rider designating the Bank as loss payee of the
                       proceeds of all-risk insurance on the property given as
                       security by the Borrower up to the full replacement value
                       thereof.

         9.4    FACILITY "B" (CANCELLED)

         9.5    FACILITY "C" (CANCELLED)

         9.6    FACILITY "D"

                9.6.1    a certificate of guarantee of loan issued in favour of
                         the Bank by the Canada Economic Development under the
                         PROGRAMME DE PRET POUR LES ENTERPRISES TECHNOLOGIQUES
                         and convering 80% of the net loss risk;

                9.6.2    a third-ranking hypothec in the amount of CDN $500,000
                         in favour of the Bank on all the Borrower's movable
                         property, present and future, tangible and intangible,
                         ranking after the hypothecs on the universality of
                         properties guaranteeing the reimbursement of Facilities
                         "E" and "F" and after the hypothecs granted under
                         Facilities "A", "B", "C", "G" and "H", including,
                         without limitation, a hypothec in the amount of CDN
                         $500,000 on the proceeds of all-risk insurance on the
                         property given as security to the Bank and an
                         additional hypothec in the amount of CDN $100,000 (the
                         only prior ranking charges permitted being those in
                         favour of the Bank); intellectual property will be duly
                         defined and registered by a firm mandated by the Bank
                         which shall conduct a due diligence audit (CURRENTLY
                         HELD BY THE BANK); and

<PAGE>
                                                                             14

                9.6.3    a rider designating the Bank as loss payee of the
                         proceeds of all-risk insurance on the property given as
                         a security by the Borrower up to the full replacement
                         value thereof.

         9.7    FACILITY "E"

                9.7.1    a certificate of guarantee of the variable-rate loan in
                         favour of the Bank issued jointly by
                         Investissement-Quebec and the Export Development
                         Corporation and covering 67% of the net loss risk;

                9.7.2    a first-ranking general hypothec or a security interest
                         including, without limitation, a UCC-I Financing
                         Statement and/or a Security Agreement on movable
                         property in the amount of US $10,400,000 or CDN
                         $15,419,040 (as calculated at the prevailing rate of
                         exchange on April 19, 1999) in favour of the Bank on
                         the universality of the Borrower's property, both
                         corporeal and incorporeal, present and future, wherever
                         it is located, save and except for the hypothecs
                         granted under Facilities "A" and "H" and "B", "C" and
                         "G"; intellectual property taken as security will be
                         duly defined and registered by a firm mandated by the
                         Bank which shall conduct an updated due diligence audit
                         and a first-ranking general hypothec in the amount of
                         US $10,400,000 or CDN $15,419,040 (as calculated at the
                         prevailing rate of exchange on April 19, 1999) on the
                         proceeds of all-risk insurance on the Borrower's
                         property given as security to the Bank and an
                         additional hypothec in the amount of US $2,080,000 or
                         CDN $3,083,808 (as calculated at the prevailing rate of
                         exchange on April 19, 1999) (the only prior banking
                         ranking charges permitted being those in favour of the
                         Bank) (CURRENTLY HELD BY THE BANK);

                9.7.3    a rider designating the Bank as loss payee of the
                         proceeds of all-risk insurance on the property given as
                         security by the Borrower up to the full replacement
                         value thereof; and

                9.7.4    a guarantee in the amount of US $10,400,000 to be
                         granted by TouchTunes Music Corporation (formerly known
                         as "Technical Maintenance Corporation") in favour of
                         the Bank, which guarantee shall be covered by a
                         first-ranking general hypothec or a security interest
                         including, without limitation, a UCC-I Financing
                         Statement and/or a Security Agreement on movable
                         property in the amount of US $10,400,000 or CDN
                         $15,419,000 (as calculated at the prevailing rate of
                         exchange on April 19, 1999) on the universality of
                         TouchTunes Music Corporation's property, both corporeal
                         and incorporeal, present and future, wherever it is
                         located including, without limitation, all the
                         universality of TouchTunes Music Corporation's accounts
                         receivable, book debts and other claims, present and
                         future, regardless of the place in which the debtors of
                         such book debts, accounts receivable and other claims
                         may be including, without limitation, all its claims
                         against the lessees under the Partner Lease Agreements
                         mentioned herein (CURRENTLY HELD BY THE BANK).

<PAGE>
                                                                             15

         9.8    FACILITY "F"

                9.8.1    a certificate of guarantee of the variable-rate loan in
                         favour of the Bank issued jointly by
                         Investisssement-Quebec and the Export Development
                         Corporation and covering 67% of the net loss risk;

                9.8.2    a first-ranking general hypothec or a security interest
                         including, without limitation, a UCC-I Financing
                         Statement and/or a Security Agreement on movable
                         property in the amount of the equivalent of US
                         $2,000,000 in Canadian dollars calculated at the rate
                         of exchange prevailing on the date of the execution of
                         the Offer of financing in favour of the Bank on the
                         universality of the Borrower's property, both corporeal
                         and incorporeal, present and future, wherever it is
                         located including its intellectual property rights
                         granted as security, which will be duly defined and
                         registered by a firm mandated by the Bank and which
                         shall conduct a due diligence audit, save and except
                         for the hypothecs granted under Facilities "A" and "H",
                         "B", "C" and "G", and a first-ranking general hypothec
                         in the amount of the equivalent of US $2,000,000 in
                         Canadian dollars calculated at the rate of exchange
                         prevailing on the date of the execution of the Offer of
                         financing on the proceeds of all-risk insurance on the
                         Borrower's property given as security to the Bank and
                         an additional hypothec in the amount of the equivalent
                         of US $400,000 in Canadian dollars calculated at the
                         rate of exchange prevailing on the date of the
                         execution of the Offer of financing (the only prior
                         banking ranking charges permitted being those in favour
                         of the Bank) (NEW).

                9.8.3    a rider designating the Bank as loss payee of the
                         proceeds of all-risk insurance on the property given as
                         security by the Borrower up to the full replacement
                         value thereof; and

                9.8.4    a guarantee in the amount of US $2,000,000 to be
                         granted by TouchTunes Music Corporation (formerly known
                         as "Technical Maintenance Corporation") in favour of
                         the Bank, which guarantee shall be covered by a
                         first-ranking general hypothec or a security interest
                         including, without limitation, a UCC-I Financing
                         Statement and/or a Security Agreement on movable
                         property in the amount of the equivalent of US
                         $2,000,000 in Canadian dollars - calculated at the rate
                         of exchange prevailing on the date of the execution of
                         the Offer of financing on the universality of
                         TouchTunes Music Corporation's property, both corporeal
                         and incorporeal, present and future, wherever it is
                         located, its intellectual property taken as security
                         will be duly defined and registered by a firm mandated
                         by the Bank which shall conduct an updated due
                         diligence audit, including, without limitation, all the
                         universality of TouchTunes Music Corporation's accounts
                         receivable, book debts and other claims, present and
                         future, regardless of the place in which the debtors of
                         such book debts, accounts receivable and other claims
                         may be, including, without limitation, all its claims
                         against the lessees under the Partner Lease Agreements
                         mentioned herein (NEW).

<PAGE>
                                                                             16

         9.9    FACILITY "G"

                9.9.1    a first-ranking hypothec in the amount of the
                         equivalent of US $1,000,000 in Canadian dollars
                         calculated at the rate of exchange prevailing on the
                         date of the execution of the Offer of financing in
                         favour of the Bank on all of the Borrower's equipments
                         financed under Facility "G", including, without
                         limitation, a hypothec in the amount of the equivalent
                         of US $1,000,000 in Canadian dollars at the rate of
                         exchange prevailing on the date of the execution of the
                         Offer of financing on the proceeds of all-risk
                         insurance on the property given as security to the Bank
                         and an additional hypothec in the amount of US $200,000
                         in Canadian dollars at the rate of exchange prevailing
                         on the date of the execution of the Offer of financing
                         (the only prior ranking charges permitted being those
                         in favour of the Bank) (NEW); and

                9.9.2    a rider designating the Bank as loss payee of the
                         proceeds of all-risk insurance on the property given as
                         security by the Borrower up to the full replacement
                         value thereof.

10.      REPRESENTATIONS AND WARRANTIES OF THE BORROWER AND THE GUARANTOR
         ----------------------------------------------------------------

         Each of the Borrower and the Guarantor represents and warrants to the
         Bank that:

                10.1     It is a duly constituted or incorporated, and
                         registered and organized company and is in good
                         standing under the legislations governing it, and that
                         it has the capacity as well as the permits and licences
                         required to operate its business or enterprise and to
                         own, manage and administer its property.

                10.2     There has been no material adverse change in its
                         financial position since the date of its most recent
                         audited financial statements dated December 31, 2000
                         which have been provided to the Bank. These statements
                         represent fairly, at the date they were drawn up, its
                         financial position. It does not foresee incurring any
                         significant liabilities which have not already been
                         disclosed to the Bank.

                10.3     It is not involved in any dispute or legal proceedings
                         likely to affect materially its financial position or
                         its capacity to operate its business.

                10.4     It has valid title to all its goods and property, which
                         have a good market value and are free and clear of any
                         prior claims, mortgages, hypothecs, charges or other
                         similar encumbrances other than the mortgages,
                         hypothecs and other charges previously granted to the
                         Bank.

                10.5     It is not in default under the contracts to which it is
                         a party or under the applicable legislation and
                         regulations governing the operation of its business or
                         its property, including, without limitation, all
                         environmental requirements.

                10.6     Any taxes, assessments, deductions at source, income
                         taxes or other levies, the payment of which is secured
                         by a legal privilege, prior claim or legal hypothec
                         have been/will be paid by the Borrower and/or the
                         Guarantor without subrogation or consolidation.

<PAGE>
                                                                             17

                10.7     All software and computer systems allow a method of
                         storing, interpreting, processing, manipulating,
                         calculating or reporting dates for all years before and
                         after the year 2000 without errors, omissions and
                         interruptions and at no additional cost for the user;
                         and

                10.8     It shall not be in default under the contracts to which
                         it is a party because of its inability to comply with
                         the year 2000 issue or has taken all necessary and
                         useful measures to prevent any damages suffered or
                         caused in relation thereto.

11.      CONDITIONS PRECEDENT TO DISBURSEMENT OF FUNDS
         ---------------------------------------------

         Before the initial disbursement of funds under the credit facilities
         described herein, the Borrower and/or the Guarantor, as applicable,
         shall provide, execute or perform the following conditions to the
         satisfaction of the Bank and its legal counsel. In addition, at the
         time of any disbursement of funds under the credit facilities
         (including the initial disbursements) or the renewal of such
         facilities, the representations and warranties contained in Section 10
         hereof shall continue to be true and exact as if made in such time, and
         shall survive the execution of this or any subsequent agreements; and
         no event of default as described in Section 14 shall have occurred and
         be continuing and no other event shall exist that would be likely to
         affect materially and adversely the financial position of the Borrower
         and the Guarantor.

         11.1   DOCUMENTS REQUIRED

                The following documents shall be furnished to the Bank in form
                and substance satisfactory to it:

                11.1.1   a duly certified copy of the documents of incorporation
                         of the Borrower together with any amendments made
                         thereto;

                11.1.2   a duly certified copy of the "certificat de regularite"
                         and the "certificat d'attestation" of the Borrower
                         issued under the ACT RESPECTING THE LEGAL PUBLICATION
                         OF SOLE PROPRIETORSHIPS, PARTNERSHIPS AND LEGAL
                         PERSONS;

                11.1.3   a duly certified copy of the certificate of compliance
                         of the Borrower issued under the CANADA BUSINESS
                         CORPORATIONS ACT;

                11.1.4   a duly certified copy of the Borrower by-laws and the
                         resolutions of the Board of Directors of the Borrower
                         relating to the Borrower's authority to execute these
                         presents, to perform its obligations hereunder and to
                         deliver the security required herein;

                11.1.5   a duly certified copy of the documents of incorporation
                         of the Guarantor together with any amendments made
                         thereto;

                11.1.6   a duly certified copy of the resolutions of the Board
                         of Directors of the Guarantor relating to the
                         Guarantor's authority to execute these presents, to
                         perform its obligations hereunder and to deliver the
                         security required herein;

<PAGE>
                                                                             18

                11.1.7   a certificate setting forth the functions and
                         signatures of the individuals authorized to represent
                         the Borrower and the Guarantor in their dealings with
                         the Bank;

                11.1.8   the instruments or contracts creating the security
                         contemplated in Section 9 duly executed by the Borrower
                         and the Guarantor and duly registered or filed in all
                         places in Quebec, United States or elsewhere where such
                         registration or filing is necessary and duly signified
                         or served when such signification or service is
                         required under the terms thereof;

                11.1.9   evidence, in form and substance acceptable to the Bank
                         and its legal counsel, that the Borrower has complied
                         with the provisions dealing with insurance herein and
                         in the security documents contemplated herein;

                11.1.10  a written opinion from the Borrower and the Guarantor's
                         legal counsel regarding their status and capacity to
                         perform the obligations described herein and in the
                         security documents;

                11.1.11  a written opinion of the Bank's legal counsel, to the
                         entire satisfaction of the Bank, as to the
                         enforceability of the security charging the Partner
                         Lease Agreements, the registration and rank of the
                         security encumbering the property given as security by
                         the Borrower and the Guarantor, and covering any
                         questions that could be risen by the Bank and its legal
                         counsel;

                11.1.12  payment in full of the set-up fees charged by the Bank;

                11.1.13  any other documents which the Bank may reasonably
                         request; and

                11.1.14  a certificate attesting that each of the Borrower and
                         the Guarantor, as applicable, shall conform to
                         SUBPARAGRAPHS 12.1.5 AND 12.1.6 hereinafter.

         11.2   MATERIAL CHANGE

                The financings described herein shall be disbursed after the
                aforementioned general and specific provisions have been met to
                the Bank's satisfaction. If a material change deemed
                unfavourable by the Bank occurs in the nature of the risk
                inherent in the financings, the Bank reserves the right to
                cancel the said financings at its sole discretion and to demand
                repayment of any sum already advanced in respect thereof.

12.      OBLIGATIONS OF THE BORROWER AND THE GUARANTOR
         ---------------------------------------------

         12.1   POSITIVE COVENANTS

                Until payment in full of any amounts due under the terms of this
                Offer of financing, each of the Borrower and the Guarantor, as
                applicable, shall:

                12.1.1   use the proceeds of the financings for the purposes
                         provided for herein;

<PAGE>
                                                                             19

                12.1.2   carry on its business in a diligent and continuous
                         manner;

                12.1.3   keep and maintain books of account and other accounting
                         records in accordance with generally accepted
                         accounting principles and authorize its auditors to
                         furnish on demand and directly to the Bank the audited
                         annual consolidated financial statements of the
                         Guarantor, within 90 days of the end of their fiscal
                         year, as well as the unaudited financial statements of
                         the Guarantor, on a quarterly basis, within 45 days of
                         the end of each month, as well as any other financial
                         information related to the Borrower's and the
                         Guarantor's business;

                12.1.4   furnish to the Bank, on the 20th day of each month or
                         prior to each disbursement (i) a detailed list of the
                         Borrower's and Guarantor's accounts receivable by
                         identifying Canadian, American and foreign accounts and
                         their accounts payable according to age, (ii) a
                         detailed list of the number of jukeboxes rented and
                         installed, on a quarterly basis, indicating the
                         following: serial number, version, location, delivery
                         date, name of the lessee and term of the lease (iii) an
                         updated detailed list of all and any jukeboxes rented
                         and installed on a quarterly basis, indicating the
                         income earned for each jukebox, and (iv) a compared
                         detailed list of the number of jukeboxes actually
                         rented and installed with the number of jukeboxes
                         rented and installed as planned, on a quarterly basis;

                12.1.5   maintain, at all times, on a consolidated basis, as
                         applicable, a net Shareholders' Equity of at least US
                         $10,000,000;

                12.1.6   maintain, at all times, on a consolidated basis, as
                         applicable, a Debt Ratio not exceeding 1.50:1.00;

                12.1.7   insure that the total outstanding capital amount of all
                         term loans due to the Bank under Facility "E" and
                         Facility "F" shall never exceed 30% of the total of the
                         minimum lease amount due and owing to TouchTunes Music
                         Corporation by the Operators for the full terms of the
                         Partner Lease Agreements that are in effect and in full
                         force, excluding any and all Partner Lease Agreements,
                         which are, in the opinion of the Bank, of doubtful
                         quality;

                12.1.8   submit in advance for approval the terms and conditions
                         of any Partner Lease Agreements and/or of any
                         modifications, changes or amendments to said Partner
                         Lease Agreements which shall be to the entire
                         satisfaction of the Bank and of that of its legal
                         counsel;

                12.1.9   at all times, give the Bank's representatives the right
                         to inspect the Borrower's and the Guarantor's
                         establishments and provide access thereto, and further
                         permit the Bank's representatives to examine their
                         books of account and other records, and take extracts
                         therefrom and/or copies thereof;

<PAGE>
                                                                             20

                12.1.10  maintain, at all times, insurance coverage on the
                         property of the Borrower and the Guarantor against loss
                         or damage caused by fire and any other risk as is
                         customarily maintained by companies carrying on a
                         similar business;

                12.1.11  obtain and maintain in effect the permits and licences
                         required to carry on its business;

                12.1.12  notify the Bank, without delay, of any event of default
                         or any event which, following notice or the expiry of a
                         delay, could constitute an event of default;

                12.1.13  punctually pay all taxes, assessments, deductions at
                         source, income tax or annuities for which the payment
                         thereof is guaranteed by prior claim and/or legal
                         hypothec, without subrogation or consolidation; provide
                         to the Bank, on demand, supporting evidence of such
                         payments and execute any necessary documents
                         authorizing the Bank to obtain all requested documents
                         and information on said matters from the above noted
                         taxation authorities; and

                12.1.14  conduct all or the greater part of its business with
                         the Bank.

         12.2   NEGATIVE COVENANTS

                Each of the Borrower and the Guarantor, as applicable,
                undertakes not to carry out the following transactions or
                operations without obtaining the prior written consent from the
                Bank:

                12.2.1   substantially change the nature of its operations or
                         business;

                12.2.2   change the control of the Borrower and the Guarantor;

                12.2.3   merge with another company, dissolve or wind up the
                         Borrower or the Guarantor;

                12.2.4   create or permit the existence of security on present
                         and future property, except for Permitted Encumbrances;

                12.2.5   grant loans to its officers, directors or shareholders
                         other than in the ordinary course of business;

                12.2.6   grant a loan or an investment or provide financial
                         assistance to a third party by way of a guarantee or
                         otherwise other than in the ordinary course of
                         business; and

                12.2.7   declare or pay dividends on its shares, purchase or
                         sell its shares, or otherwise reduce its capital.

13.      ENVIRONMENTAL OBLIGATIONS
         -------------------------

         13.1   The Borrower complies with the requirements of all legislative
                and regulatory environmental provisions (the "Environmental
                Requirements") and shall at all times maintain the
                authorizations, permits and certificates required under these
                provisions.

<PAGE>
                                                                             21

         13.2   The Borrower shall immediately notify the Bank in the event a
                contaminant spill or emission occurs or is discovered with
                respect to its property, operations or those of any neighbouring
                property. In addition, it shall report to the Bank forthwith any
                notice, order, decree or fine that it may receive or be ordered
                to pay with respect to the Environmental Requirements relating
                to its business or property.

         13.3   At the request of and in accordance with the conditions set
                forth by the Bank, the Borrower shall, at its own cost, provide
                any information or document which the Bank may require with
                respect to its environmental situation, including any study or
                report prepared by a firm acceptable to the Bank. In the event
                that such studies or reports reveal that any Environmental
                Requirements are not being respected, the Borrower shall effect
                the necessary work to ensure that its business and property
                comply with the Environmental Requirements within a period
                acceptable to the Bank.

         13.4   The Borrower undertakes to indemnify the Bank for any damage
                which the Bank may suffer or any liability which it may incur as
                a result of any non-compliance with Environmental Requirements.

         13.5   The provisions, undertakings and indemnification set out in this
                section shall survive the satisfaction and release of the
                security, and payment and satisfaction of the indebtedness and
                liability of the Borrower to the Bank pursuant to the terms
                thereof.

14.      DEFAULT
         -------

         14.1   EVENTS OF DEFAULT

                The occurrence of one or more of the following events shall
                constitute a default under this Offer of financing:

                14.1.1   If the Borrower, upon request, fails to make a payment
                         of principal, interest, fees, incidental charges or any
                         other amount which may become due hereunder or under
                         any of the security documents, when they become due and
                         exigible;

                14.1.2   If the Borrower and/or the Guarantor, fails to perform
                         or otherwise breaches any obligation hereunder or
                         pursuant to any of the security documents or any other
                         related documents;

                14.1.3   If the Borrower and/or the Guarantor becomes insolvent,
                         bankrupt or is in the process of winding up, assigns
                         its assets for the benefit of its creditors, files a
                         proposal or gives notice of its intention to file such
                         proposal or if a material, adverse change occurs in the
                         financial position or operations of the Borrower and/or
                         of the Guarantor;

                14.1.4   If proceedings are instituted by the Borrower, the
                         Guarantor or by a third party for the Borrower's and/or
                         by the Guarantor's dissolution, winding-up or
                         reorganization of its operations or the arrangement or
                         readjustment of the debts of the Borrower and/or of the
                         Guarantor;

<PAGE>
                                                                             22

                14.1.5   If, in the opinion of the Bank, a creditor, trustee in
                         bankruptcy, sequestration, receiver or trustee takes
                         possession of the Borrower's and/or the Guarantor's
                         assets or a major portion thereof or if such assets are
                         subject to a prior notice of the exercise of a
                         hypothecary right or a notice to withdraw authorization
                         to collect claims or are seized;

                14.1.6   If a creditor takes possession of the property of the
                         Borrower and/or the Guarantor or a major portion
                         thereof or if, in the opinion of the Bank, such
                         property is subject to a hypothecary recourse or to
                         receivership or is seized by a creditor, trustee,
                         trustee in bankruptcy or liquidator, except if such
                         seizure is contested diligently and in good faith by
                         the Borrower and/or the Guarantor and if the Borrower
                         and/or the Guarantor furnishes the Bank with any
                         additional security required, in form and substance and
                         for an amount acceptable to the Bank;

                14.1.7   If any representation or warranty made by the Borrower
                         and/or the Guarantor herein or in a security document
                         or any other document furnished to the Bank in
                         connection herewith proves to be incorrect or
                         erroneous;

                14.1.8   If the Bank receives from any present or future
                         guarantor of all or any of the Borrower's obligations a
                         notice proposing to terminate, limit or otherwise
                         modify such guarantor's liability hereunder, under a
                         security document, or under any other related document;

                14.1.9   If for any reasons whatsoever, the Borrower and/or the
                         Guarantor ceases to operate all or a major part of its
                         business or changes the nature of its operations; and

                14.1.10  If the Borrower and/or the Guarantor, as applicable,
                         fails to pay in due time all sums owed to the taxation
                         authorities mentioned in subparagraph 12.1.13 hereof.

         14.2   RIGHTS AND REMEDIES OF THE BANK IN THE EVENT OF DEFAULT

                Without limiting the Bank's rights hereunder or under the
                security and subject to its other rights and remedies in the
                event of default:

                14.2.1   The Bank may declare due and exigible all of the
                         Borrower's monetary obligations that have not matured
                         at that time and may claim from the Borrower and/or the
                         Guarantor, without any other notice, the immediate
                         payment of principal, interest, fees and other
                         incidental charges in respect of any sums advanced
                         hereunder and unpaid, including all the expenses
                         incurred by the Bank for the purposes of collecting or
                         protecting the debt, and the execution of any other
                         obligation of the Borrower and/or the Guarantor;

<PAGE>
                                                                             23

                14.2.2   The Borrower shall lose all rights and privileges
                         hereunder, including, but not limited to, the right to
                         receive additional advances;

                14.2.3   The Bank may charge the Borrower reasonable fees for
                         analysis, administration and follow-up and may even
                         also incur and pay any reasonable amount for services
                         rendered (including legal, accounting and any other
                         professional fees for which services may be required or
                         deemed necessary) in relation to the realization, sale,
                         transfer, delivery or payment to be made with respect
                         to exercising all security held by the Bank and may
                         retain such fees and disbursements from the proceeds of
                         the realization of security;

                14.2.4   Any amount collected or received by the Bank, including
                         the balance of the proceeds of any security realized,
                         may be retained by the Bank and may, at the Bank's
                         discretion, be applied to any part of the debt owed by
                         the Borrower or the Guarantor to the Bank; and

                14.2.5   Any amount incurred and paid by the Bank in order to
                         realize, protect or preserve any security pledged by
                         the Borrower or the Guarantor to the Bank under this
                         agreement or required by law, shall bear interest at
                         the Canadian Prime Rate of the Bank, plus 3% annually
                         until said amount is fully paid.

                         The foregoing provisions shall be applied regardless of
                         whether any of the bearers of bankers' acceptances,
                         issued under the terms and conditions hereof, has
                         requested full or partial payment or has requested only
                         partial payment from the Bank.

         14.3   WAIVER, OMISSION AND CUMULATIVE REMEDIES

                The Bank may set deadlines, take or waive security, accept
                compromises, grant releases and discharges and transact with the
                Borrower and/or the Guarantor as it shall deem acceptable
                without in any way reducing the Borrower's and/or the
                Guarantor's responsibility or infringing on rights of the Bank
                under the security provided for hereunder.

                Any omission on the part of the Bank to notify the Borrower
                and/or the Guarantor of any event of default under the terms and
                conditions hereof or to exercise its rights hereunder shall not
                be considered as a waiver by the Bank to take recourse in the
                event of default or to exercise any right.

                Acceptance by the Bank, following a default by the Borrower, or
                any amount owed to it, its exercising by the Bank of any
                recourse or right shall not preclude the Bank from exercising
                any other right or recourse, said rights and recourse of the
                Bank being cumulative and not alternative and in addition to and
                not in substitution for, any other right or recourse of the
                Bank, whether pursuant any agreement or otherwise provided for
                by law.

<PAGE>
                                                                             24

15.      INTERPRETATION
         --------------

         15.1   DEFINITIONS

                For the purposes hereof, the following words and phrases shall
                have the following meaning:

                "ANNUAL GROSS REVENUES": means gross profits on jukebox sales,
                plus leasing revenues on operating leases, servicing and
                advertising revenues and interest revenues on capital leases.

                "BUSINESS DAY": means any day, other than a Saturday, Sunday or
                statutory holiday, on which the offices of the Bank are open in
                the Province of Quebec.

                "CANADIAN DOLLARS" "CDN $": means lawful money of Canada.

                "CANADIAN PRIME RATE": means the annual variable rate of
                interest announced from time to time by the Bank and used to
                determine the interest rates on Canadian dollar commercial loans
                granted by the Bank in Canada.

                "CASH FLOW FROM OPERATING ACTIVITIES": means net income plus
                depreciation on fixed assets and amortization on intangible
                assets.

                "DEBT" "INDEBTEDNESS" or "TOTAL INDEBTEDNESS": means the
                aggregate amount of principal, interest and accessories due by
                the Borrower.

                "DEBT RATIO": means the ratio of total indebtedness to
                SHAREHOLDERS' EQUITY.

                "EBITDA/STPLTD + INT. RATIO": shall have the meaning set forth
                in 4.3.

                "EBITDA": shall have the meaning set forth in 4.3.

                "INT.": shall have the meaning set forth in 4.3.

                "PARTNER LEASE AGREEMENTS" and "PARTNER LEASE AND SERVICING
                AGREEMENTS": refer respectively or collectively to Partner Lease
                Agreements, Partner Lease and Servicing Agreements and/or any
                and all similar agreements.

                "PERMITTED ENCUMBRANCES": refers collectively to charges created
                by the security documents granted from time to time by virtue of
                these presents and any other charge which constitutes a
                "Permitted Encumbrance", as may be defined in the said
                documents.

                "SHAREHOLDERS' EQUITY": means the aggregate of the paid-up
                capital, retained earnings and the convertible debentures of
                Innovatech and Sofinov and any convertible debenture deemed
                acceptable to the Bank less intangible assets and less any
                investment and/or advance of the Borrower to any of its
                shareholders, affiliated companies and/or directors within the
                meaning of the CANADA BUSINESS CORPORATIONS ACT.

<PAGE>
                                                                            25

                "STPLTD": shall have the meaning set forth in 4.3.

                "US BASE RATE": means the annual variable rate of interest
                announced from time to time by the Bank and used to determine
                the interest rates on US dollar commercial loans granted by the
                Bank in Canada.

                "U.S. DOLLARS" "US $": means lawful money of the United States
                of America.

         15.2   ACCOUNTING TERMS

                Unless another definition is provided hereunder, each accounting
                term used in this Offer of financing with respect to the
                consolidated financial statements of the Guarantor shall have
                the meaning ascribed to it in accordance with US generally
                accepted accounting principles ("GAAP").

16.      MISCELLANEOUS PROVISIONS
         ------------------------

         16.1   CURRENCY AND PLACE OF PAYMENT

                All amounts due by the Borrower under this Offer of financing
                shall be paid by the Borrower to the Bank in Canadian dollars in
                the case of an advance or loan granted in Canadian dollars, or
                in U.S. dollars in the case of a financing granted in U.S.
                dollars.

         16.2   CONVERSION TO U.S. OR CDN DOLLARS

                Each time that, for any purposes hereunder, an amount in
                Canadian dollars must be converted or expressed in U.S. dollars,
                or the equivalent in U.S. dollars must be determined or
                inversely for any amount in U.S. dollars, such conversion or
                determination shall be made, on the relevant date, at the spot
                rate shown on page BOFC of Reuters Service at around noon on a
                BUSINESS DAY immediately preceding such relevant date.

         16.3   INTEREST ACT (CANADA): DEFAULT

                16.3.1   For the purposes of the Interest Act (Canada), the
                         annual rate of interest corresponding to the interest
                         calculated hereunder on the basis of 365-day year is
                         equal to the interest rate used for such calculation
                         multiplied by the actual number of days in the relevant
                         year and divided by 365 days;

                16.3.2   For the purposes of the Interest Act (Canada) in the
                         case of a leap year, the annual interest rate
                         corresponding to the interest calculated on the basis
                         of a 365-day year is equal to the interest rate thus
                         calculated multiplied by 366 and divided by 365; and

                16.3.3   Any amount of principal, interest, fee or other amount
                         hereunder which is unpaid when due shall bear interest
                         at the rate provided for herein, being understood that
<PAGE>
                                                                             26

                         the said interest rate on arrears shall not exceed the
                         maximum rate provided by law;

                         Any such default shall be compounded monthly and
                         payable on demand.

         16.4   RECORDS

                The Bank shall keep records evidencing the transactions effected
                under this financing. Such records shall constitute PRIMA FACIE
                evidence of such transactions and of the Borrower's debt to the
                Bank.

         16.5   ACCOUNT DEBIT

                The Borrower irrevocably authorizes the Bank to debit from time
                to time or periodically any bank account it maintains at the
                Bank for the purpose of paying all or part of the amounts it may
                owe to the Bank hereunder, including, without limitation, those
                mentioned in Section 19.

         16.6   NON-BUSINESS DAYS

                Should any payment of capital or interest hereunder become due
                on a day which is not a Business Day, the due date thereof shall
                be extended to the immediately following Business Day and such
                extension shall be taken into account in calculating accrued
                interest and fees.

         16.7   FINAL AGREEMENT AND INTERPRETATION

                As soon as this Offer of financing is signed by the Borrower and
                the Guarantor, it shall constitute the final agreement between
                the parties hereto with, the exception of any further written
                modification agreed by the parties and replaces and supersedes
                any prior agreements verbal or written between the parties
                related to the financing described herein.

                Notwithstanding the foregoing, this Offer of financing does not
                create novation or an exception to the mortgages, hypothecs,
                rights and remedies of the Bank under the deeds, notes and
                security documents required hereunder which were signed by the
                Borrower or the Guarantor in accordance with the terms and
                conditions of the Offer of financing of February 22, 1999 and
                those of the Offer of financing of October 7, 1998. The Borrower
                and the Guarantor acknowledge and declare that the mortgages,
                hypothecs, rights and remedies of the Bank under said deeds,
                notes and security documents have not been amended and that they
                secured their obligations hereunder. To the fullest extent as
                may be necessary, the Bank reserves specifically and all
                securities or guaranties granted to it by the Borrower and/or
                the Guarantor pursuant to the terms and conditions of the Offer
                of financing of February 22, 1999 and those of the Offer of
                financing of October 7, 1998.

<PAGE>
                                                                             27

         16.8   MODIFICATIONS

                Any modifications hereto or waiver of a right thereunder is
                without effect if it is not expressly made and evidenced in a
                written document executed between the parties hereto.

         16.9   OTHER DOCUMENTS

                The Borrower and the Guarantor shall do all things and sign all
                documents which may be deemed necessary or appropriate by the
                Bank for the purposes of giving full effect to the terms,
                conditions, undertakings and security provided herein.

         16.10  ASSIGNMENT

                No rights or obligations of the Borrower and of the Guarantor
                hereunder and no proceeds of the loans may be transferred or
                assigned by the Borrower, any such transfer or assignment being
                null and void insofar as the Bank is concerned and rendering any
                balance then outstanding on the loans immediately due and
                exigible at the Bank's discretion and releasing the Bank from
                any and all obligations of making any further advances
                hereunder.

17.      REVIEW
         ------

         Notwithstanding any provisions to the contrary, the terms and
         conditions provided for herein are subject to review by the Bank on
         APRIL 30, 2002 based upon the Borrower's and the Guarantor's financial
         statements which it shall furnish the Bank, in accordance with the
         provisions herein.

18.      COMMITMENT AND SET-UP FEES
         --------------------------

         Non-refundable commitment and set-up fees of US $10,000 shall be
         payable by the Borrower to the Bank and shall be directly debited from
         the Borrower's account, upon acceptance and execution of the Offer of
         financing by the representatives of the Borrower and by those of the
         Guarantor.

19.      LEGAL FEES AND EXPENSES
         -----------------------

         19.1   LEGAL FEES

                The Bank reserves the right to choose its legal counsel for the
                purposes hereof. Legal fees related to the preparation of the
                security documents and other documents required herein shall be
                at the Borrower and the Guarantor's expense, whether the
                financing is completed or not and shall be payable upon
                acceptance hereof.

                Furthermore, the legal fees related to the opinions given by the
                Borrower and/or the Guarantor's legal counsel as described in
                section 11.1.10 hereof will also be at the Borrower and the
                Guarantor's expense.

<PAGE>
                                                                             28

         19.2   LEGAL EXPENSES

                The legal expenses related to the registration of the security
                documents and to searches, if applicable, shall be at the
                Borrower and the Guarantor's expense whether the present
                financing is completed or not.

20.      ACCESS TO INFORMATION
         ---------------------

         The Borrower and the Guarantor hereby authorize any personal
         information agent, financial institution, creditor, taxation authority,
         employer or any other person, including any public body, holding
         information concerning the Borrower, the Guarantor or their property
         including any financial information or with respect to any undertaking
         or surety given by the Borrower or the Guarantor in favour of third
         parties, to supply such information to the Bank for the purposes of
         verifying information provided to the Bank or that will be provided by
         the Borrower or the Guarantor and to ensure their solvency.

21.      GOVERNING LAW
         -------------

         This Offer of financing shall be construed and governed in accordance
         with the laws of the Province of Quebec and with the laws of Canada,
         whenever applicable, and any controversy or claim arising under or
         related to this Offer of financing shall be irrevocably submitted to
         the exclusive jurisdiction of the Courts of the Province of Quebec,
         sitting in the judiciary district of Montreal.

22.      LANGUAGE (QUEBEC)
         -----------------

         The parties declare that they have requested and do hereby confirm
         their request that the present Offer of financing and the ancillary
         documents related thereto be in English. Les parties declarent qu'elles
         ont exige et par la presente confirment leur demande que la presente
         offre ainsi que les documents connexes soient rediges en anglais.

<PAGE>
                                                                             29

     If this Offer of financing is satisfactory and meet your approval, please
indicate your acceptance thereof by returning to the Offices of the Bank, to the
attention of Mr. Eric St-Louis, Account Manager, the copy of said Offer of
financing attached to this effect, duly executed and initialled on each page,
before 5:00 p.m. on October 5, 2001, failing which the Bank, at its discretion,
reserves the right to cancel and/or modify the Offer of financing, without
notice.

     We trust that our financial support will contribute to the success of your
company.

     Yours truly,


NATIONAL BANK OF CANADA

Per:  /s/ Eric St-Louis             Per:  /s/ Jean-Guy Paris
      -----------------                   ------------------
          Eric St-Louis                       Jean-Guy Paris
          Account Manager                     Senior Account Manager
          (514) 394-8472                      (514) 394-8414


ACCEPTANCE
----------

We declare that we have read this Offer of financing dated September 20 2001 and
we accept the terms, conditions and obligations hereof.


EXECUTED AT MONTREAL, PROVINCE OF QUEBEC, THIS 5th DAY OF OCTOBER 2001.


JUKE-BOX NUMERIQUE TOUCHTUNES INC./
TOUCHTUNES DIGITAL JUKEBOX INC.


Per:  /s/ Francois Plamondon                Per: /s/ Tony Mastronardi
      ---------------------------------          ------------------------------
          Francois Plamondon, President              Tony Mastronardi, Chairman
          and Chief Operating Officer                and Chief Executive Officer


Per:  /s/Matthew Carson
      --------------------------
         Matthew Carson,
         Chief Financial Officer

<PAGE>
                                                                             30

GUARANTOR
---------

The undersigned (hereinafter sometimes called the "GUARANTOR") hereby declares
and confirms having taken cognizance of this Offer of financing dated September
20, 2001 and agrees to guarantee solidarily and unconditionally in favour of the
Bank, all the obligations and undertakings of the Borrower under the Offer of
financing, including without limitation, payment of the principal, interest,
fees and accessories and any other sums which may become due under the terms
thereof or under the security documents, up to the amount mentioned in Sections
9.1.1, 9.2.1, 9.7.4 and 9.8.4. Furthermore the Guarantor renounces to all
benefit of discussion and of division and undertakes to execute, upon
presentation, any documents submitted to it for signature by the Bank for the
purposes hereof.


EXECUTED AT MONTREAL, PROVINCE OF QUEBEC, THIS 5th DAY OF OCTOBER 2001.


TOUCHTUNES MUSIC CORPORATION


Per:  /s/ Francois Plamondon              Per:  /s/ Tony Mastronardi
      -------------------------------           ------------------------------
          Francois Plamondon, President             Tony Mastronardi, Chairman
          and Chief Operating Officer               and Chief Executive Officer


Per:  /s/ Matthew Carson
      --------------------------
          Matthew Carson,
          Chief Financial Officer