Exhibit 10.1

                      LICENSE AND ASSIGNMENT AGREEMENT
 

     THIS LICENSE and ASSIGNMENT AGREEMENT made and entered into as of
 the 21st day of August, 2009, by and between Lecia L. Walker and
 Original Source Entertainment, Inc. ("Entertainment") a Nevada
 corporation, with offices located at 8201 Santa Fe Drive #229,
 Littleton, Colorado 80108, (together the "Parties").
 

                          W I T N E S S E T H
                      -----------------------------
 

     WHEREAS, Lecia L. Walker has developed a certain Business Concept,
 ("Business Concept") under Original Source Music and various other DBA
 names including Original Source Publishing (ASCAP), Dishy Publishing
 (BMI), and The Dish Publishing (SESAC) and as a result, and as of the
 date of this Agreement, has placed over 1191 songs under a  Right To
 License Assignment ( a list of such songs attached hereto and made a
 part of this Agreement) from various recording artists, developed
 certain methods of operating and marketing the Business Concept
 including, but not limited to methods of selling, marketing,
 advertising, art and design concepts, forms, printing, agreements and
 other items relating to the Business Concept all herein collectively
 called Intellectual Property ("Intellectual Property".)  A part of the
 Business concept is the method of marketing the songs which are under
 contract, to various possible clients, including television and film
 studios.
 

     WHEREAS, Lecia L. Walker has filed, or may file, for the certain
 Registered Trademarks and certain copyrighted material, pertaining to
 the Business Concept (as hereinafter defined) and has used and currently
 is using, the Trade Mark(s) and copyrighted materials in commerce and
 

     WHEREAS, Entertainment desires to acquire License and Assignment of
 the Business Concept along with the Intellectual Property, including any
 related Trade Marks, when or if applied for and received, copyrighted
 materials and all aspects of the Business Concept and Lecia L. Walker
 desires to grant the License and Assignment to Entertainment the
 Business Concept along with the exclusive right and related Intellectual
 Property, Trade Marks, when or if applied for and when received,
 copyrighted materials and all aspects of the Business Concept, including
 the List of Songs Under Publication Rights and
 

 Whereas the following definitions shall apply:
 

     "Agreement" means this License and Assignment Agreement.
 

     "Business Concept" means the overall description of the business
 thus far created by Lecia L. Walker under the name Original Source
 Music, Dishy Publishing (BMI), Original Source Publishing (ASCAP), and
 The Dish Publishing (SESAC), using and including, the Trade Marks,
 Copyrighted Materials, Trade Secrets, Intellectual Property, and web
 sites, and including the List of Songs Under Publication Rights, thus
 creating a viable business.
 

     "Trademark(s)" "Licensed Marks" and "Copyright(s)" means any work
 containing Trade Marks that Lecia L. Walker has or will apply for
 pertaining to the Business Concept, and/or copyrightable subject matter
 that Lecia L. Walker owns or has the right to license to others that
 relates to the Business, including without limitation works registered
 with the Copyright Office of the United States or any foreign country or
 works for which an application to register the work with the Copyright
 Office of the United States or any foreign country has been filed.  It
 is understood that Lecia L. Walker may file for additional
 

 <PAGE>2
 

 Trademarks pertaining to the Business Concept in the future and that if
 or when such trademarks are filed, such trademarks shall be included in
 the Business Concept and shall automatically become a part of this
 Agreement and therefore be licensed to Entertainment.
 

     "Intellectual Property" means all of the methods of selling,
 marketing, advertising, art and design concepts, forms, printing,
 agreements, Trade Marks, copyrighted materials, websites and other items
 and trade secrets relating to the Business Concept and improvements made
 thereto or in the future.
 

     "Trade Secrets" means all items described under "Intellectual
 Property" which shall include all business methods developed by Lecia L.
 Walker pertaining to the Business Concept, including methods of selling,
 marketing, advertising, art and design concepts, websites, forms,
 printing, agreements and other items relating to the Business Concept,
 either existing now or developed in the future.
 

     "Know-How" means the methods, skills, procedures, forms, and
 operations developed by Lecia L. Walker as related to the Business
 Concept including all items described above under Intellectual Property
 and Trade Secrets that are known, possessed and used by Lecia L. Walker
 as of the Effective Date of this Agreement and developed after the date
 of this Agreement and that relate to the Business Concept.
 

     "Marketing Materials" means the documents, forms and literature, and
 websites, developed by Lecia L. Walker, for the purpose of contacting
 musicians, contracting for their music, advertising to various
 businesses, contracting with businesses for the use of the music, and
 other uses relating to the Business Concept.
 

     "Right To License Assignment" shall mean the Contract by which Lecia
 L. Walker and any company by which she has been acting as a DBA, has
 placed any particular song under an Agreement by which Lecia L. Walker
 and any company by which she has been acting as a DBA has acquired the
 "Rights To License Audio-Visual Synchronization and Master Use of a song
 and by which gives her or her DBA the right to license to third parties
 a non-exclusive right to synchronize the composition and the master
 recordings in the soundtracks of specified theatrical motion pictures
 and television programs for exploitation of same.
 

     "List of Songs Under Publication Rights" or "Published Songs" means
 all songs which have been placed under a publishing/licensing contract
 by a company of which Lecia L. Walker has been acting as a DBA, up to
 the date of this Agreement a list of which is attached hereto and made a
 part of this Agreement.
 

 "Subsidiary" means any corporation or other entity which is 100%
 directly or indirectly owned by Entertainment.
 

 "Affiliate" means any corporation or other entity which is at least 50%
 owned by Entertainment.
 

 "Subsidiary" means any subsidiary that is a wholly owned subsidiary of
 Entertainment.
 

 NOW, THEREFORE, in consideration of the premises and mutual agreements
 contained herein, the parties hereto covenant and agree as follows:
 

 

 

 <PAGE>3
 

                                ARTICLE 1
                            GRANT OF LICENSE
 

 Upon the terms and conditions of this Agreement, Lecia L. Walker hereby
 grants to Entertainment, for a period of ten (10) years from the date of
 the signing of this Agreement, the sole and exclusive right and license
 to use and develop the Business Concept, including Copyrights, Trade
 Marks, if and when applied for by Lecia L. Walker, Intellectual Property
 and Know-how, and the List of Songs Under Publication Rights, in
 connection with developing and operating the Business Concept and on all
 brand identifications, promotional material, publicity, sales,
 advertising, web sites and similar media presently existing or that may
 exist in the future, in connection solely with the creation, operation,
 marketing, distribution, sale and advertising of the Business Concept.
 

                               ARTICLE 2
                       PERIOD OF GRANT OF LICENSE
 

 This Grant of License shall be for a period of ten (10) years from the
 date of this Agreement.  At that time, providing all other terms of this
 Agreement have been met, and at the discretion of the Board of Directors
 of the Company, this Agreement may be renewed for another ten (10)
 years.
 

                               ARTICLE 3
                            ASSIGNMENT FEE
 

 For the grant of the License and Assignment of the Business Concept and
 the use of the Intellectual Property, Trade Marks, Copyrighted Material,
 Websites, Business and Know-How as described herein, and the assignment
 of all List of Songs Under Publication rights, by Lecia L. Walker and
 any company by which she operates as a DBA, Entertainment agrees to
 Assign a total of Three Million  (3,000,000) shares of the authorized
 but unissued shares of Common Stock of  Original Source Entertainment,
 Inc., said shares to be fully paid and non-assessable.
 

 It is understood that the shares so issued will not be registered and
 shall be impressed with a legend similar to the following:
 

 "The shares represented by this Certificate have not been registered
 under the Securities Act of 1933 (the "Act"), and are "restricted
 securities" as that term is defined in Rule 144 under the Act.  The
 shares may not be offered for sale, sold or otherwise transferred except
 pursuant to an effective registration statement under the Act, or
 pursuant to an exemption from registration under the Act, the
 availability of which is to be established to the satisfaction of the
 Company."
 

 In addition, it is hereby agreed that for the License and Assignment as
 so stated above, and for the period that that this License and
 Assignment Agreement is in effect, Lecia L. Walker, at her discretion,
 shall be appointed to the Board of Directors of the Company and shall
 serve as an officer of the Company, and shall be employed by the Company
 to serve in the capacity and for a remuneration so voted and set by the
 Board of Directors of the Company.
 

 

 

 

 <PAGE>4
 

                            ARTICLE 4
                        CONFIDENTIALITY
 

 The Parties acknowledge that all non-public information relating to the
 Business Concept and operations of Original Source Music, and
 Entertainment, which they learn or have learned from the other during or
 prior to the term of this Agreement is confidential. The Parties
 acknowledge the need to preserve the confidentiality and secrecy of such
 information and agree that, they shall not use or disclose same, and
 shall take all reasonable steps to preserve in all respects such
 confidentiality and secrecy, it being understood that a Party shall have
 complied with the foregoing obligation if such Party understands at
 least the same measures and precautions it uses to safeguard its own
 confidential information. The provisions of this paragraph shall not
 apply with respect to:
 

     A. any information that is disclosed during the normal operation of
 the Business Concept.
     B. any information that is granted to a subsidiary of Entertainment
 under an assignment of this Agreement.
     C. any information that is generally available to the public other
 than as a result of disclosure in violation of the foregoing;
     D. any information that is required to be disclosed by judicial or
 administrative order or required to be disclosed to enforce the terms
 and conditions hereof.
 

 The provisions of this paragraph shall survive the expiration or
 termination of this Agreement.
 

                              ARTICLE 5
                             DOMAIN NAMES
 

 Lecia L. Walker and/or any business that she is affiliated with, shall
 not register any domain names incorporating any of the Business Concept
 or the trade marks, if any, or any name or mark similar to the "Licensed
 Marks", with any domain name registrar, without the express written
 consent of Entertainment.
 

                              ARTICLE 6
                           INDEMNIFICATION
 

 A.   Entertainment agrees to defend, indemnify and hold harmless Lecia
 L. Walker, and any company that does business under a DBA and their
 principals, directors, officers, employees, and/or agents from and
 against any and all liabilities, penalties, claims, demands, suits, and
 causes of action of any nature whatsoever, whether groundless or
 otherwise, and any and all damages, costs, and expenses sustained or
 incurred (including cost of defense, settlement, and reasonable
 attorneys' fees), asserted by or on behalf of any person or entity
 arising out of the performance of Entertainment in use of the Business
 Concept and/or Intellectual Property by Entertainment or under this
 Agreement, or out of any breach of representation or warranty by
 Entertainment, or out of the negligent acts or omissions or
 Entertainment, its agents, representatives, and/or employees in
 connection with the production, manufacture, distribution, use, offer
 for sale, or sale of any Product and/or products and materials under the
 Intellectual Property by Entertainment or under this Agreement. Further,
 Entertainment must defend any such actions with counsel of its own
 choosing.  The provisions of this paragraph and Entertainment's
 obligations hereunder shall survive the expiration or termination of
 this Agreement.
 

 <PAGE>5
 

 B.   Lecia L. Walker agrees to defend, indemnify and hold harmless
 Entertainment, its principals, directors, officers, employees, and/or
 agents from and against any and all liabilities, penalties, claims,
 demands, suits, and causes of action of any nature whatsoever, whether
 groundless or otherwise, and any and all damages, costs, and expenses
 sustained or incurred (including cost of defense, settlement and
 reasonable attorneys' fees), asserted by or on behalf of any person or
 entity arising out of an allegation of superior rights by a third party
 in and to the Business Concept or any part thereof.  Further, Lecia L.
 Walker may defend any such actions with counsel of her own choosing, has
 the right to settle or compromise any such dispute or action when in her
 sole judgment settlement or compromise is warranted, and has the sole
 right to decide whether to appeal any adverse decision of a tribunal in
 any action.  The provisions of this paragraph and Entertainment's
 obligations hereunder shall survive the expiration or termination of
 this Agreement.
 

 C.   Lecia L. Walker will give Entertainment notice of any action,
 claim, suit or proceeding in respect of which indemnification may be
 sought and Entertainment shall defend such action, claim, suit or
 proceeding on behalf of Lecia L. Walker. In the event appropriate action
 is not taken by Entertainment within thirty (30) days after its receipt
 of notice from Lecia L. Walker, then Lecia L. Walker shall have the
 right, but not the obligation, to defend such action, claim, suit or
 proceeding. Lecia L. Walker may, subject to Entertainment's indemnity
 obligation under subparagraph A above, be represented by her own counsel
 in any such action, claim, suit or proceeding. In any case, the Lecia L.
 Walker and the Entertainment shall keep each other fully advised of all
 developments and shall cooperate fully with each other in all respects
 in connection with any such defense as is made. Nothing contained in
 this paragraph shall be deemed to limit in any way the indemnification
 provisions of the subparagraph A above except that in the event
 appropriate action is being taken by Entertainment by counsel reasonably
 acceptable to Lecia L. Walker, with respect to any not-trademark or
 intellectual property, action, claim, suit or proceeding. Lecia L.
 Walker shall not be permitted to seek indemnification from Entertainment
 for attorneys' fees and expenses incurred without the consent of
 Entertainment. In connection with the aforesaid actions, claims and
 proceedings, the parties shall, where no conflict of interest exists,
 seek to be represented by common reasonably acceptable counsel. In
 connection with actions, claims or proceedings involving trademark or
 other intellectual property matters which are subject to indemnification
 hereunder, Lecia L. Walker shall at all times be entitled to be
 represented by her own counsel, for whose reasonable fees and
 disbursements she shall be entitled to indemnification hereunder.
 

                                ARTICLE 7
             TRADE MARK(S), BUSINESS CONCEPT, DOMAIN NAMES
 

 Entertainment acknowledges that (i) Lecia L. Walker is, the owner of the
 Business Concept, Intellectual Property, "Licensed Marks" pertaining to
 the Business Concept, when and if applied for, and Domain names in the
 Territory, and the List of Songs Under Publication Rights (ii) the
 rights of Lecia L. Walker in the Business Concept, Intellectual
 Property, "Licensed Marks" and Domain Names and the List of Songs Under
 Publication Rights are valid and enforceable. Entertainment covenants
 and agrees not to challenge Lecia L. Walkers' ownership of the Business
 Concept, Intellectual Property, "Licensed Marks", and Domain Name and
 List of Publication List of Songs Under Publication Rights.
 

 <PAGE>6
 

 Entertainment shall not attempt to acquire any ownership rights in the
 Business Concept, Intellectual Property, "Licensed Marks" or Domain
 Names and List of Songs Under Publication Rights or any other right
 adverse to Lecia L. Walkers' interests in the Business Concept,
 Intellectual Property, "Licensed Marks" or Domain Names and List of
 Songs Under Publication Rights. Nothing herein shall be deemed,
 intended, or implied to constitute a sale of any part of the Business
 Concept, including the Intellectual Property, the "Licensed Marks" or
 Domain Names and List of Songs Under Publication Rights to
 Entertainment. Entertainment agrees that its use of the Business
 Concept, Intellectual Property, "Licensed Marks" Domain Names and List
 of Songs Under Publication Right under this Agreement shall inure to the
 benefit of Lecia L. Walker, and this Agreement does not confer on
 Entertainment any goodwill or ownership interest in the "Licensed Mark",
 other than as implied by this Agreement.
 

 Entertainment hereby covenants that it shall not: (i) use the "Licensed
 Marks" pertaining to the Business Concept, if and when applied for and
 received by Lecia L. Walker, in any way that may tend to impair their
 validity as proprietary Trade Marks or service "Licensed Marks"; (ii)
 take any action that would jeopardize or impair Lecia L. Walker's
 ownership of the "Licensed Marks" or the legality and/or enforceability
 of the "Licensed Marks", or Lecia L. Walker's right to use the "Licensed
 Marks"; (iii) either directly or indirectly, apply for the registration
 or renewal of registration of the "Licensed Marks" or any variation
 thereon, or any trademark, service mark, domain name, or other matter
 which contains or is similar to, the "Licensed Marks", without the prior
 written consent of Lecia L. Walker; (iv) or attempt to register in any
 jurisdiction, directly or indirectly, any trademarks, service marks,
 domain name, or other matter containing or similar to any trademarks,
 service marks, domain name, or name as to which Lecia L. Walker or their
 Affiliates have any registration or proprietary rights; or (v) sub-
 license any of the "Licensed Marks", except as permitted by this
 Agreement.
 

 Entertainment shall not join any name or names with the Licensed Mark(s)
 so as to form a new mark, unless and until Lecia L. Walker consents
 thereto in writing. Entertainment acknowledges the validity of the
 Licensed Mark(s), the secondary meaning associated with the
 <PAGE>7
 

 Licensed Mark(s), and the rights of Lecia L. Walker with respect to the
 Licensed Mark(s) in any form or embodiment thereof and the goodwill
 attached or which shall become attached to the Licensed Mark(s) in
 connection with the business and goods in relation to which the same has
 been, is or shall be used. Sales by Entertainment and any Subsidiary of
 Entertainment shall be deemed to have been made by Lecia L. Walker for
 purposes of trademark registration and all uses of the Licensed Mark(s)
 by Entertainment and or any Subsidiary of Entertainment shall inure to
 the benefit of Lecia L. Walker. Entertainment shall not, at any time, do
 or suffer to be done, any act or thing which may in any way adversely
 affect any rights of Lecia L. Walker in and to the Licensed Mark(s) or
 any registrations thereof or which, directly or indirectly, may reduce
 the value of the Licensed Mark(s) or detract from its reputation.
 

 Notwithstanding anything to the contrary contained herein, all uses of
 the Licensed Mark(s), materials using or incorporating the Licensed
 Mark(s) and items used in connection with the Licensed Mark(s) are
 subject to Lecia L. Walker's review and approval.
 

 

 

 <PAGE>7
 

 The "Licensed Mark(s)" may only be used under the License in the same
 manner, including in the same style, typeface, and graphic appearance,
 as supplied by Lecia L. Walker.  Notwithstanding any other provision of
 this Agreement, Entertainment may not combine the "Licensed Mark(s)"
 with any other trademark or service mark (including any logo, design, or
 symbol), domain name (except for the Domain Names), name, prefix or
 suffix, or any other modifying word or term or matter without Lecia L.
 Walker's prior written approval.
 

 Upon the expiration or termination of this Agreement for any reason,
 Entertainment, except as specified below, will immediately discontinue
 use of the Business Concept, including any part of the Business Concept,
 the Licensed Marks, will not resume the use thereof or adopt any
 colorable imitation of the Licensed Marks or any of its parts.
 

                               ARTICLE 8
                             INFRINGEMENT
 

 Entertainment shall immediately notify Lecia L. Walker of any
 unauthorized use and/or suspected infringement of the Business Concept,
 Intellectual Property or Licensed Marks. Such notification on shall
 include, without limitation, immediately forwarding to Lecia L. Walker
 any and all documents relating to any such unauthorized use or suspected
 infringement and providing Lecia L. Walker with any and all facts and
 circumstances relating to such unauthorized use or suspected
 infringement.
 

 Lecia L. Walker shall have the primary, and in the first instance sole,
 right to institute a suit for infringement, unfair competition, or other
 action with respect to any unauthorized use or suspected infringement.
 Lecia L. Walker shall have the sole discretion to determine how to
 handle or otherwise deal with any infringement or unauthorized use of
 the Intellectual Property, including the right to settle or otherwise
 compromise any dispute or suit and shall promptly notify Entertainment
 of its decision. Lecia L. Walker shall have no duty to initiate such
 litigation if in its sole judgment such litigation is not wanted or is
 not in its best interests.
 

 Entertainment agrees that it shall, at all times, reasonably cooperate
 with Lecia L. Walker and its counsel, with respect to any unauthorized
 use or suspected or alleged infringements at Lecia L. Walker's expense,
 including, but not limited to, having Entertainment's principals,
 directors, employees, officers, and/or agents testify, and making
 available any records, papers, information, specimens, and the like when
 requested by Lecia L. Walker.  Entertainment may join and be represented
 in, at its own expense by its own counsel, any proceeding relating to
 any unauthorized use or suspected infringement to prow its own
 interests.
 

 If Lecia L. Walker decides in her discretion not to take any action with
 respect to an unauthorized use or suspected infringement, then Lecia L.
 Walker may, at her own option and sole expense, take such action on its
 our behalf as she deems appropriate and any damages, recovery,
 settlement, or compromise obtained thereby shall be for the account of
 Entertainment.
 

 Any damages and/or recovery received pursuant to such litigation or
 settlement or compromises shall be the sole and exclusive property of
 Lecia L. Walker.
 

 

 

 <PAGE>8
 

                              ARTICLE 9
                         TERMINATION- MERGER
 

 If Lecia L. Walker, on the one hand, or Entertainment, on the other,
 fails to discharge a material obligation or to correct a material
 default hereunder, Entertainment or Lecia L. Walker, respectively, may
 give written notice to such other Party specifying the material
 obligation or material default and indicating an intent to terminate
 this Agreement if the material obligation is not discharged or the
 material default is not cured. The Party receiving such notice shall
 have sixty (60) days from the date of receipt of such notice to
 discharge such material obligation or cure such material default. If
 such material obligation is not discharged or such material default is
 not cured by the end of such sixty (60) day period, the non-defaulting
 Party may terminate this Agreement immediately by written notice given
 at any time after the end of such period; provided that the material
 obligation has not been discharged or the material default is continuing
 on the date of such termination notice.
 

 Upon the expiration or termination of this Agreement, Entertainment will
 promptly discontinue any and all use of the Trade Mark, Intellectual
 Property, copyrighted materials and all other aspects of the Business
 Concept.
 

 Upon the expiration or termination of this Agreement, Entertainment
 will, destroy and/or delete the Intellectual Property from all of
 Entertainment's publications, stationery, business cards, promotional
 materials, computer hard-drives, and all other documents related to the
 Business Concept.
 

 Any amounts paid by the Entertainment up to the termination of the
 Agreement, for whatever reason, shall be non-refundable.
 

 If, in the future, Entertainment, or any subsidiary of Entertainment
 that has the rights to the Business Concept, effects a merger with
 another company which is in a business unlike the Business Concept, it
 is agreed that all rights to the Business Concept, including any
 contracts for List of Songs Under Publication Rights, web sites, and any
 and all other rights pertaining to the Business Concept shall revert
 back to Lecia L. Walker. Or, in the event that Entertainment merges with
 another company and Entertainment is operating the Business Concept in a
 subsidiary, Lecia L. Walker will be issued an amount of shares in that
 Subsidiary reflecting an equal percentage, as she would own in
 Entertainment at the time of any merger.
 

                              ARTICLE 10
                                NOTICES
 

  (A)   To be effective, unless otherwise specified in this Agreement,
 all notices and demands, consents, and other communications under this
 Agreement must be in writing and must be given by (a) depositing the
 same in the United States mail, postage prepaid, certified or
 registered, return receipt requested, (b) delivering the same in person
 and receiving a signed receipt therefore, (c) sending the same by a
 nationally recognized overnight delivery service, or (d) telecopy
 (promptly confirmed by telephone and followed by personal or nationally
 recognized overnight delivery). For purposes of notices, demands,
 consents, and other communications under this Agreement, the addresses
 of the Parties (and their respective counsel
 

 

 

 <PAGE>9
 

 (B)   Notices, demands, consents, and other communications mailed in
 accordance with the foregoing clause (a) shall be deemed to have been
 given, made, and received three (3) Business Days following the date so
 mailed. Notices, demands, consents, and other communications given in
 accordance with the foregoing clauses (b) and (d) shall be deemed to
 have been given, made, and received when sent on a Business Day or, if
 not a Business Day, then the next succeeding Business Day. Notices,
 demands, consents, and other communications given in accordance with the
 foregoing clause (c) shall be deemed to have been given, made, and
 received when delivered or refused on a Business Day or, if not a
 Business Day, then the next succeeding Business Day. Any Party may
 designate a different address to which notices or demands shall
 thereafter be directed and such designation shall be made by written
 notice given in the manner hereinabove required, provided that at all
 times each Party shall be required to maintain a notice address in the
 continental United States.
 

 Notices shall be sent to:
 

 If to Lecia L. Walker:
       Original Source Music
       8201 S. Santa Fe Drive #229
       Littleton, CO 80120
       Telephone: 303-495-3728
       Facsimile: 303-495-3728
       Attention: Lecia Walker
 

 If to Entertainment:
      Original Source Entertainment
      8201 S. Santa Fe Drive #229
      Littleton, CO 80120
      Telephone: 303-495-3728
      Facsimile: 303-495-3728
 

 Notice of the change of any such address shall be duly given by either
 party to the other in the manner herein provided.
 

                                 ARTICLE 11
                           COMPLIANCE WITH LAW
 

 Entertainment shall comply in all material respect with all applicable
 Laws now and hereinafter enacted in connection with the Business
 Concept, its use of the "Licensed Marks", and the performance of its
 other obligations under this Agreement.
 

 Entertainment, at its sole expense, shall be responsible for obtaining
 and maintaining all licenses, permits, and regulatory approvals which
 are required by any Governmental Entity, if any, with respect to this
 Agreement and to comply in all material respect with any requirements of
 such Governmental Entity. Entertainment shall furnish Lecia L. Walkers
 with written evidence from such regulatory authorities of any such
 licenses, permits, clearances, authorizations, or regulatory approvals
 at Lecia L. Walkers' request.  Any Sub-license granted by the
 Entertainment, likewise shall be responsible for obtaining any permits,
 licenses, or regulatory approvals, if required, in their respective
 territory.  Entertainment shall furnish Lecia L. Walkers with written
 evidence from such regulatory authorities of any such licenses, permits,
 clearances, authorizations, or regulatory approvals at Lecia L. Walkers'
 request.
 

 

 

 <PAGE>10
 

                                ARTICLE 12
                    INTELLECTUAL PROPERTY PROTECTION
 

 Entertainment shall, at its own expense, notify Lecia L. Walker, within
 ten (10) Business Days after it becomes aware thereof, of (i) any use,
 application to register, or registration of any word, name, phrase,
 term, logo, or design, or any combination of any of the foregoing, that
 might constitute infringement or other violation of the "Licensed
 Marks"; or (ii) any claim of any rights in a Mark, or in any confusingly
 similar mark, adverse to Lecia L. Walker's interests in and to such
 Mark, or any claim that Entertainment's use of a Mark infringes or
 otherwise violates the rights of any other Person.
 

 Entertainment agrees, at its own expense and as Lecia L. Walker may
 reasonably request, to (i) cooperate fully with Lecia L. Walker in the
 prosecution and elimination of any infringement or other violation of
 the "Licensed Mark(s)", including, but not limited to, joining in a suit
 or proceeding against a Person making such infringing or other violating
 use; and (ii) execute any further agreements or documents as may become
 necessary or useful in connection therewith.
 

                                ARTICLE 13
                               ASSIGNABILITY.
 

 Neither this Agreement nor the license or other rights granted hereunder
 may be assigned, sublicensed or transferred by Entertainment, whether to
 a Subsidiary or Affiliate except as approved by Lecia L. Walker in
 advance, in writing, which approval will not be unreasonably denied.
 

 Other than the license granted herein, all rights, titles, and interest
 in and to the Intellectual Property is owned and expressly reserved by
 Lecia L. Walker for her own use and benefit subject to the terms and
 conditions of this Agreement.
 

 Except as relates to the enforcement of any rights granted to
 Entertainment hereunder, Entertainment will not at anytime challenge the
 validity or enforceability of the Business Concept, or any part thereof,
 including Intellectual Property and/or of any registrations thereof, or
 challenge Lecia L. Walker's ownership rights, titles, or interest in the
 Business Concept or to the Intellectual Property or  to List of Songs
 Under Publication Rights or that of any successor, assignee, affiliate,
 or subsidiary of Lecia L. Walker.
 

                             ARTICLE 14
                        REMEDIES FOR BREACH
 

 Entertainment acknowledges and agrees that (i) the Business Concept,
 including Intellectual Property and Trade Marks and List of Songs Under
 Publication Rights constitute valuable property of Lecia L. Walker and
 have acquired a valuable reputation and goodwill; (ii) violation by
 Entertainment or its directors, officers, employees, agents,
 subcontractors, or Subsidiary of Entertainment's of any provision of
 this Agreement may cause Lecia L. Walker irreparable injury not
 compensable by money damages for which Lecia L. Walker may not have an
 adequate remedy at law; and (iii) if Lecia L. Walker institutes an
 action or proceeding to enforce the provisions of this Agreement and
 seek injunctive or other equitable relief as may be necessary to enjoin,
 prevent, or curtail any breach thereof, threatened or actual, then Lecia
 L. Walker shall not be required to prove irreparable injury, and shall
 be entitled to such relief without the posting of any bond or other
 security.
 

 <PAGE>11
                                ARTICLE 15
                         RESOLUTION OF DISPUTES
 

 This Agreement shall be governed by and interpreted in accordance with
 the laws of the state of Colorado.  The parties agree that the
 procedures set forth herein shall be the exclusive means for resolving
 any claim, dispute, or controversy arising from or relating to this
 Agreement, whether sounding in contract, tort, equity, or otherwise,
 including any dispute over the validity and/or scope of this Section or
 of any other aspect of this Agreement. Any dispute arising under this
 Agreement will be first referred for resolution to each party's
 respective management designee. To the extent that such designees cannot
 resolve the dispute within ten (10) business days of referral to them,
 the parties agree to try in good faith to settle the dispute by
 non-binding mediation under the Commercial Mediation Rules of Judicial
 Arbitration and Mediation Services, Inc. ("JAMS"). Any and all mediation
 hearings shall be held in Denver County, Colorado, unless the parties
 agree otherwise.  If and to the extent after five (5) days of mediation
 with the mediator, the dispute is not settled, or if the mediator
 declares an impasse prior to the end of the five (5) day period, then
 and only then the aggrieved party may pursue arbitration as set forth
 herein. Any arbitration hereunder shall be conducted under the Dispute
 Resolution Rules of JAMS as modified herein. Arbitration proceedings
 shall take place in Denver County, Colorado, before a single arbitrator
 who shall be a lawyer. The parties shall request that JAMS provide them
 with a list of five (5) arbitrators and each party, beginning with
 Entertainment, shall alternately strike one name from such list until
 one arbitrator remains and such arbitrator shall conduct the
 proceedings. All arbitration proceedings shall be confidential. Neither
 party shall disclose any information about the evidence produced by the
 other party in the arbitration proceedings, except in the course of
 judicial, regulatory, or arbitration proceeding, or as may be demanded
 by government authority. Before making any disclosure permitted by the
 preceding sentence, a party shall give the other party reasonable
 advance written notice of the intended disclosure and an opportunity to
 prevent disclosure. In connection with any arbitration provisions
 hereunder, each party shall have the right to take the deposition of up
 to two individuals and any expert witness retained by the other party.
 Additional discovery may be had only where the arbitrator so orders,
 upon a showing of substantial need. Only evidence that is directly
 relevant to the issues may be obtained in discovery. Each party bears
 the burden of persuasion of any claim or counterclaim raised by that
 party. The arbitration provisions of this Agreement shall not prevent
 any party from obtaining injunctive or other equitable relief from a
 court of competent jurisdiction to enforce the obligations for which
 such party may obtain provisional relief pending a decision on the
 merits by the arbitrator. Each of the parties hereby consents to the
 jurisdiction of Colorado courts for such purpose. The arbitrator shall
 have authority to award any remedy or relief that a court of the State
 of Colorado could grant in conformity to applicable law, except that the
 arbitrator shall have no authority to award attorneys' fees or punitive
 damages. Any arbitration award shall be accompanied by a written
 statement containing a summary of the issues in controversy, a
 description of the award, and an explanation of the reasons for the
 award. The arbitrator's award shall be final and judgment may be entered
 upon such award by any court.
 

 

 

 

 <PAGE>12
 

                           ARTICLE 16
                      EFFECT OF TERMINATION
 

 (a)      Upon the expiration or termination of this Agreement for any
 reason:
 (i)      Subject to the terms of this Agreement, Entertainment's License
 immediately and automatically shall terminate, and all rights in the
 Business Concept, including the Intellectual Property, including any
 "Licensed Mark" granted to Entertainment under this Agreement shall
 revert to Lecia L. Walker; and
 (ii)      Entertainment shall, within sixty (60) days from the
 termination of this Agreement (such period, the "Transitional Period"),
 discontinue using the "Licensed Marks" and remove the "Licensed Mark"
 from all promotional and advertisement materials, stationery, computer
 and electronic systems (including all Internet websites), and any and
 all documents (whether in written, electronic, optical, or other form)
 in the possession or control of Entertainment, and during the
 Transitional Period (the last day of such period being the "Cessation
 Date") all of the obligations of Entertainment hereunder shall remain in
 force; provided, however, that Entertainment shall not be required to
 remove the "Licensed Marks" from internal business records.
 (b)      Upon expiration of the Transitional Period, Entertainment
 shall:  (i) destroy all materials utilizing the "Licensed Marks" and
 provide confirmation of same to Lecia L. Walker;  (ii) not use any
 trademark, service mark, domain name, or name that is confusingly
 similar to or dilutive of the "Licensed Marks", and at Lecia L. Walker's
 request Entertainment will assign any rights to the "Licensed Marks" to
 Lecia L. Walker or to one or more Affiliates of  Lecia L. Walker, as
 requested by Lecia L. Walker;  (iii) remove all content from any
 Internet website corresponding to the Domain Names, and shall (x) post,
 at the request of Lecia L. Walker and subject to the prior written
 approval of Lecia L. Walker, a notice or legend which shall state that
 the license granted hereunder has been terminated and any other
 information reasonably requested by Lecia L. Walker, including hypertext
 links to Lecia L. Walker, or one or more of its Affiliates, other
 Internet websites; or (y) redirect the Domain Names to a website of
 Lecia L. Walker's choosing;  (iv) take all steps necessary, and fully
 cooperate with Lecia L. Walker and/or their Affiliates, to remove the
 "Licensed Marks" from Entertainment's trade and assumed names and Sub-
 Entertainment's corporate names and cancel any recordation of such names
 with any Governmental Entity; and  (v) change any corporate, trade, and
 assumed name that uses the "Licensed Marks" to a name that does not
 include the "Licensed Marks" or any variation, derivation, or colorable
 imitation thereof.
 

 

 

 <PAGE>13
 

                               ARTICLE 17
                              MISCELLENOUS
 

 (A)   RIGHT AND AUTHORITY:  The Parties respectively represent and
 warrant that they have full right, power and authority to enter into
 this Agreement and perform all of their obligations hereunder and that
 they are under no legal impediment which would prevent their signing
 this Agreement or consummating the same. Lecia L. Walker represents and
 warrants that she has the right to license to Entertainment the Business
 Concept including the Licensed Marks, when and if granted, and that
 Lecia L. Walker has not granted any other existing license to use the
 Licensed Marks on products covered hereunder in the Territory and that
 no such license will be granted during the term of this Agreement except
 in accordance with the provisions hereof.
 

 Not withstanding anything to the contrary contained in this Agreement,
 Lecia L. Walker shall not have the right to negotiate or enter into
 agreements with third parties pursuant to which it may grant a license
 to use prior to the termination or expiration of this Agreement.
 

 (B)   RELATIONSHIP OF THE PARTIES:   This Agreement does not create a
 partnership, joint venture, or agency relationship between the parties,
 and neither Entertainment nor Lecia L. Walker shall have the right,
 power, or authority to act as a legal representative of the other, and
 neither party shall have any power to obligate or bind the other, or to
 make any representations, express or implied, on behalf of or in the
 name of the other in any manner or for any purpose.  This Article shall
 also apply to any Sub-Entertainment which may enter into an agreement
 with Entertainment.
 

 (C)   VOID PROVISIONS:   If any provision or any portion of any
 provision of this Agreement shall be held to be void or unenforceable,
 the remaining provisions of this Agreement and the remaining portion of
 any provision held void or unenforceable in part shall continue in full
 force and effect.
 

  (D)   LIMITATION OF LIABILITY:  Notwithstanding anything to the
 contrary contained herein, in the event Entertainment incurs any
 expenses, damages or other liabilities (including, without limitation,
 reasonable attorneys' fees) in connection with the breach by Lecia L.
 Walker of any term or provision hereof, Lecia L. Walker's liability to
 Entertainment thereunder shall not exceed the remuneration, excluding
 reimbursement of expenses, actually paid to Lecia L. Walker by
 Entertainment hereunder.
 

 (E)   CONSTRUCTION:  This Agreement shall be construed without regard to
 any presumption or other rule requiring construction against the party
 causing this Agreement to be drafted. If any words or phrases in this
 Agreement shall have been stricken out or otherwise eliminated, whether
 or not any other words or phrases have been added, this Agreement shall
 be construed as if those words or phrases were never included in this
 Agreement, and no implication or inference shall be drawn from the fact
 that the words or phrases were so stricken out or otherwise eliminated.
 

 (F)   FORCE MAJEURE:  Neither party hereto shall be liable to the other
 for delay in any performance or for the failure to render any
 performance under the Agreement (other than payment or any accrued
 obligation for the payment of money) when such delay or failure is by
 reason of lockouts, strikes, riots, fires, explosions, blockade, civil
 commotion, epidemic, insurrection, war or warlike conditions, terrorism
 or threat of terrorism, the elements, embargoes, act of God or the
 public enemy, compliance with any law, regulation or other governmental
 

 <PAGE>14
 

 order, whether or not valid, or other similar causes beyond the control
 of the party effected. The party claiming to be so affected shall give
 notice to the other party promptly after it learns of the occurrence of
 said event and of the adverse results thereof. Such notice shall set
 forth the nature and extent of the event. The delay or failure shall not
 be excused unless such notice is so given. Notwithstanding any other
 provision of this Agreement, either party may terminate this Agreement
 if the other party is unable to perform any or all of its obligations
 hereunder for a period of six (6) months by reason of said event as if
 the date of termination were the date set forth herein as the expiration
 date hereof. If either party elects to terminate this Agreement under
 this paragraph, Entertainment shall have no further obligations for the
 License Fee beyond the date of termination (which shall be prorated if
 less than an Annual Period is involved) and shall be obligated to pay
 any Sales Royalty which is then due or becomes due.
 

 (G)   BINDING EFFECT:    This Agreement shall inure to the benefit of
 and shall be binding upon the parties, their respective successors,
 Lecia L. Walker's transferees and assigns and Entertainment's permitted
 transferees and assigns.
 

 (H)   CAPTIONS:   The captions used in this Agreement have been inserted
 only for reference purposes. The captions and order of such captions
 shall not be deemed to govern, limit, modify, or in any manner affect
 the scope, meaning, or intent of any of the provisions and/or terms of
 this Agreement nor shall any captions be given any legal effect.
 

 (I)   WAIVER INTEGRATION, ALTERATION:   No provision of this Agreement
 shall be deemed to have been waived unless such waiver is contained in a
 written notice given to the Party claiming such waiver has occurred. A
 waiver or consent, express or implied, of or to any breach or default by
 any Person in the performance by that Person of its obligations with
 respect to this Agreement is not a consent or waiver to or of any other
 breach or default in the performance by that Person of the same or any
 other obligations of that Person with respect to this Agreement. Failure
 on the part of a Person to complain of any act of any Person or to
 declare any Person in default with respect to this Agreement,
 irrespective of how long that failure continues, does not constitute a
 waiver by that Person of its rights with respect to that default until
 the applicable statute-of-limitations period has run.  Acceptance of
 payments by Lecia L. Walker shall not be deemed a waiver by Lecia L.
 Walker of any violation of or default under any of the provisions of
 this Agreement by Entertainment.
 

 (J)   MODIFICATION OF AGREEMENT:   Any modification or amendment of this
 Agreement shall be effective if made in writing and signed by both
 parties.
 

 (K)   ILLEGAL OR UNENFORCEABLE:   If, any part, term, or provision of
 this Agreement shall be found illegal, unenforceable, or in conflict
 with any valid controlling Law, the validity of the remaining portions
 of any provisions, and any other provisions in this Agreement, shall not
 be affected thereby.
 

 (L)   THIRD PARTIES:  Third Parties. Except as specifically set forth or
 referred to herein, nothing herein expressed or implied is intended or
 shall be construed to confer upon or give to any person, corporation or
 other entity other than the parties hereto and their successors or
 assigns, any rights or remedies under or by reason of this Agreement.
 

 

 

 <PAGE>15
 

 (M)   ASSIGNMENT/DELEGATION:   Entertainment shall not assign or
 delegate or otherwise transfer their obligations under this Agreement
 without the prior written consent of Lecia L. Walker.  Any assignment or
 other transfer in violation of the foregoing sentence shall be void and
 of no force and effect. This Agreement shall be binding upon and inure
 to the benefit of the Parties and their respective permitted successors
 and assigns.
 

 (N)   PARAGRAPH HEADINGS:   The paragraph headings in this Agreement are
 for convenience of reference only and shall be given no substantive
 effect.
 

 (O)   COUNTERPARTS:  This Agreement may be executed in several
 counterparts, each of which will be deemed an original but all of which
 will constitute one and the same instrument.
 

 (P)   INVALIDITY:  Wherever possible, each provision hereof shall be
 interpreted in such manner as to be effective and valid under applicable
 law, but in case any one or more of  the provisions contained herein
 shall, for any reason, be held to be invalid, illegal, or unenforceable
 in any respect, such provision shall be ineffective only to the extent
 of such invalidity, illegality, or unenforceability without invalidating
 the remainder of such invalid, illegal, or unenforceable provision or
 provisions or any other provisions hereof, unless such a construction
 would be unreasonable.
 

 (Q)   AMENDMENT:   Except as expressly provided herein, this Agreement
 may be amended only by a written agreement executed by all of the
 Parties. Following such amendment, this Agreement, as amended, shall be
 binding upon the Parties.
 

 (R)   EFFECT OF WAIVER AND CONSENT:  No provision of this Agreement
 shall be deemed to have been waived unless such waiver is contained in a
 written notice given to the Party claiming such waiver has occurred. A
 waiver or consent, express or implied, of or to any breach or default by
 any Party in the performance by that Party of its obligations with
 respect to this Agreement is not a consent or waiver to or of any other
 breach or default in the performance by that Party of the same or any
 other obligations of that Party with respect to this Agreement. Failure
 on the part of a Party to complain of any act of any Party or to declare
 any Party in default with respect to this Agreement, irrespective of how
 long that failure continues, does not constitute a waiver by that Party
 of its rights with respect to that default until the applicable
 statute-of-limitations period has run.
 

 (S)   HEADINGS:   The headings of the Articles and Sections herein are
 inserted for convenience
 

 (T)   INTERPRETATION:  Each definition in this Agreement includes the
 singular and the plural. The words "include" or "including" when used in
 this Agreement shall mean "including, without limitation". The word "or"
 shall not be exclusive. Except as otherwise stated, reference to
 Articles, Sections, Schedules and Exhibits means the Articles, Sections,
 Schedules and Exhibits of this Agreement. The Schedules and Exhibits are
 hereby incorporated by reference into and shall be deemed a part of this
 Agreement.
 

 (U)   SEVERABILITY: If, any part, term, or provision of this Agreement
 shall be found illegal, unenforceable, or in conflict with any valid
 controlling Law, the validity of the remaining portions of any
 provisions, and any other provisions in this Agreement, shall not be
 affected thereby.
 

 <PAGE>16
 

 (V)   GOVERNING LAW:   THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED
 IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO WITHOUT REGARD TO
 THE CHOICE OF LAWS OR RULES THEREOF, AND THE OBLIGATIONS, RIGHTS, AND
 REMEDIES OF THE PARTIES SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
 LAWS. Any legal suit, action, or proceeding against any of the Parties
 arising out of or relating to this Agreement shall only be instituted in
 any federal or state court in Denver, Colorado, and each Party hereby
 irrevocably submits to the exclusive jurisdiction of any such court in
 any such suit, action, or proceeding. The Parties hereby agree to venue
 in such courts and hereby waive, to the fullest extent permitted by law,
 any claim that any such action or proceeding was brought in an
 inconvenient forum. Each of the Parties hereby irrevocably waives all
 right to trial by jury in any suit, action, or proceeding arising out of
 or relating to this Agreement.
 

 (W)   ENTIRE AGREEMENT:  This Agreement contains the entire
 understanding and agreement between the parties hereto with respect to
 the subject matter hereof, supersedes all other agreements,
 representations, understandings, and warranties, express or implied,
 oral or written understandings and agreements relating thereto
 concerning the Business Concept and any part thereof, and may not be
 modified, discharged or terminated, nor may any of the provisions hereof
 be waived, orally.
 

 SIGNATURES
 

 LECIA L. WALKER - ORIGINAL SOURCE MUSIC
 

 By:
 

 /s/Lecia L. Walker                   Date: August 21, 2009
 --------------------------
 Lecia L. Walker
 

 

 ORIGINAL SOURCE ENTERTAINMENT, INC.
 

 By:
 

 /s/Lecia L. Walker                   Date: August 21, 2009
 ---------------------------
 Lecia L. Walker
 President - Director
 

 

 /s/ E. Lynn Atwood                   Date: August 21, 2009
 --------------------------
  E. Lynn Atwood
 Secretary - Director