ATRINSIC

     

    MASTER
SERVICES AGREEMENT

     

    This Master Services Agreement is made
as of March 26, 2010 and effective as of July 1, 2009 (“Effective Date”),
between:

     

    (1)           Atrinsic, Inc., a Delaware
corporation, with its principal place of business located at 469 7th Avenue,
10th
Floor, New York NY 10018 (“Atrinsic”) and

     

    (2)           Brilliant Digital Entertainment,
Inc., a Delaware corporation whose principal place of business is located
at 12711 Ventura Boulevard, Suite 210, Studio City, California 91604 (together with and on
behalf of its subsidiaries, including but not limited to Altnet, Inc., a
Delaware corporation,  “BDE”).

     

    
      Atrinsic
and BDE may be referred to herein individually as a “Party” or jointly as the
“Parties”.

    

     

    WHEREAS, Atrinsic is engaged
in the business of providing mobile messaging and Billing Method (as defined
herein) services;

     

    WHEREAS, BDE desires to create
a new online channel, product and service providing its end-users, buyers and
customers with content subscription services to be billed through a Billing
Method aggregator providing billing and collection services; and

     

    WHEREAS, BDE desires to engage
Atrinsic to perform certain messaging, billing and collection services in
connection with BDE’s content subscription service.

     

    NOW, THEREFORE, in
consideration of the foregoing premises and the covenants hereinafter contained
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Parties hereto agree as follows:

     

    
      	
              1.

            	
              Definitions
      and Interpretation

            


    

     

    
      	
               

            	
              1.1.

            	
              The
      following Definitions shall apply to this
  Agreement:

            


    

     

    
      	
               
      

            	
              1.1.1.

            	
              “Affiliates”
      of a Party shall mean any corporation, company, or other entity more than
      fifty percent (50%) of whose outstanding shares or securities
      (representing the right to vote for the election of directors or managing
      authority) are owned, directly or indirectly (beneficially or of record)
      or controlled by such Party for so long as such control
      exists;

            


    

     

    
      	
               
      

            	
              1.1.2.

            	
              “Agreement”
      shall mean this Master Service Agreement and any Service Order Forms
      executed among the Parties, as such may be amended or supplemented from
      time to time by written agreement of the
  Parties;

            


    

     

    
      	
               
      

            	
              1.1.3.

            	
              “Allocated
      Number” means any specific telephone or text number or code (such as a
      short code) to be entered by Subscribers, allocated to the BDE for the BDE
      Services, either dedicated to the BDE or to be shared with one or more
      other customers of Atrinsic;

            


    

     

    
      	
               
      

            	
              1.1.4.

            	
              “Ancillary
      Websites” means the websites, other than the Website or any other website
      operating under the BDE brand, offering, referring or in any way
      advertising or marketing the Website or BDE
  Services;

            


    

     

    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              1.1.5.

            	
              “Atrinsic
      Data” means data, which is provided or generated in the course of
      Atrinsic’s provision of the Atrinsic Services, excluding BDE
      Data;

            


    

     

    
      	
               
      

            	
              1.1.6.

            	
              “Atrinsic
      Rights” means all Intellectual Property Rights owned by or licensed to
      Atrinsic prior to or after the Effective Date, including but not limited
      to those Intellectual Property Rights involved in any aspect of the
      Atrinsic Services, the Platform or any device, software or data used in
      connection therewith, including without limitation the Atrinsic
      Data;

            


    

     

    
      	
               
      

            	
              1.1.7.

            	
              “Atrinsic
      Services” means Billing Method services and/or other services set forth in
      Section 2 of this Agreement or a Service Order Form provided by Atrinsic
      to BDE in accordance with Section 2 of this
  Agreement;

            


    

     

    
      	
               
      

            	
              1.1.8.

            	
              “Billing
      Method” means LEC, credit card, mobile and/or other direct to consumer
      billing and collection methods as agreed between the Parties from time to
      time through which Subscribers are billed for the Subscription
      Service.

            


    

     

    
      	
               
      

            	
              1.1.9.

            	
              “Billing
      Operator” means any (i) mobile network operator, (ii) LEC operator, (iii)
      credit card company, or (iv) other third party which is directly or
      indirectly engaged in the performance of any of the Atrinsic Services or
      the BDE Services;

            


    

     

    
      	
              
              

            	
              1.1.10.

            	
               “Billing
      Operator Change” means any change in the services, prices, conditions or
      terms for services provided to Atrinsic or the BDE by a Billing
      Operator;

            


    

     

    
      	
              
              

            	
              1.1.11.

            	
               “Change”
      shall mean a Change in Law or a Billing Operator
  Change;

            


    

     

    
      	
              
              

            	
              1.1.12.

            	
               “Change
      in Law” shall mean the enactment or amendment of any law or regulation by
      any Governmental Body after the Effective
Date;

            


    

     

    
      	
              
              

            	
              1.1.13.

            	
               Intentionally
      deleted;

            


    

     

    
      	
              
              

            	
              1.1.14.

            	
               “BDE
      Content” means any information, data, files, or messages, including any
      Content (as defined in Section 3.1.1) provided by or on behalf of the BDE,
      any Third Party Provider, or a Subscriber using BDE Services for (i)
      transmission by Atrinsic, directly or indirectly, to a Billing Operator or
      Subscribers or (ii) transmission to the BDE, any Third Party Provider or a
      Subscriber in connection with the Subscription
  Service;

            


    

     

    
      	
            	
              1.1.15.

            	
               “BDE
      Data” means data relating to the BDE Services or use of the BDE Services,
      which is provided by BDE or generated in the course of Atrinsic’s
      provision of the Atrinsic Services;

            


    

     

    
      	
            	
              1.1.16.

            	
               “BDE
      Rights” means all Intellectual Property Rights owned or licensed by BDE,
      including but not limited to those Intellectual Property Rights involved
      in any aspect of the BDE Services, including, without limitation, the BDE
      Data;

            


    

     

    
      	
            	
              1.1.17.

            	
               “BDE
      Services” means the service(s) operated or offered by BDE for providing
      the Subscription Service to Subscribers, including the distribution and/or
      transmission of any BDE Content;

            


    

     

    
      	
            	
              1.1.18.

            	
               Intentionally
      deleted;

            


    

     

    
      	
            	
              1.1.19.

            	
               “Intellectual
      Property Rights” means all copyright (including but not limited to rights
      in computer software), patents, trademarks, trade names, trade secrets,
      registered and unregistered design rights, database rights and topography
      rights, all rights to bring an action for passing off, any other similar
      form of intellectual property or proprietary rights, statutory or
      otherwise, whether registrable or not and shall include applications for
      any of them, all rights to apply for protection in respect of any of the
      above rights and all other forms of protection of a similar nature or
      having equivalent or similar effect to any of these which may subsist
      anywhere in the world;

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    
      	
            	
              1.1.20.

            	
               “Governmental
      Body” means any foreign, federal, state, municipal, political subdivision
      or other governmental department, commission, regulatory authority or
      board, bureau, agency or
instrumentality;

            


    

     

    
      	
            	
              1.1.21.

            	
               “LEC”
      means a local exchange carrier;

            


    

     

    
      	
            	
              1.1.22.

            	
               “Marketing
      Services Agreement” means that certain Marketing Services Agreement of
      even date herewith between BDE and
Atrinsic;

            


    

     

    
      	
            	
              1.1.23.

            	
               “Outpayment”
      shall have the meaning set forth in Section
5.1;

            


    

     

    
      	
            	
              1.1.24.

            	
               “Platform”
      means the application services platform(s), and associated systems and
      network connections, owned and operated by Atrinsic or by suppliers or
      partners of Atrinsic, which is used to provide the Atrinsic
      Services;

            


    

     

    
      	
            	
              1.1.25.

            	
               “Protocol
      Specification” means the protocols to be used by the BDE in order to
      access the Atrinsic Services, as notified by Atrinsic to the BDE from time
      to time;

            


    

     

    
      	
            	
              1.1.26.

            	
               “Service
      Interface” means the method to be used by the BDE to connect to the
      Platform;

            


    

     

    
      	
            	
              1.1.27.

            	
               “Service
      Order Form” means any documents regarding the Atrinsic Services to be
      provided hereunder agreed to between the Parties in a writing that is made
      a part of this Agreement from time to
time;

            


    

     

    
      	
            	
              1.1.28.

            	
               “Subscriber”
      means any end-user, customer or other buyer of the Subscription
      Service;

            


    

     

    
      	
            	
              1.1.29.

            	
               “Subscription
      Service” means the music subscription service offered by the BDE on
      Website which requires the payment of a recurring subscription
      fee;

            


    

     

    
      	
            	
              1.1.30.

            	
               “Taxes”
      means any federal, state, local or foreign government tax, fee, duty,
      surcharge, or other tax-like charge that is required by applicable law to
      be collected from BDE by Atrinsic or payable by Atrinsic in connection
      with the BDE Services or Atrinsic Services (excluding any taxes based on
      Atrinsic’s income);

            


    

     

    
      	
            	
              1.1.31.

            	
               “Term”
      means the duration of this Agreement, as set forth in Section 10.1 of this
      Agreement;

            


    

     

    
      	
            	
              1.1.32.

            	
               “Third
      Party” means any and all persons or entities not a Party to this
      Agreement;

            


    

     

    
      	
            	
              1.1.33.

            	
               “Third
      Party Provider” means any Third Party that has entered into an agreement
      with BDE to provide any or all of the BDE Services;
  and

            


    

     

    
      	
            	
              1.1.34.

            	
               “Website”
      means the website, located at www.kazaa.com,
      operated by or for BDE to market and/or provide or otherwise make
      available the BDE Services.

            


    

     

    
      	
            	
              1.2.

            	
              Headings
      are included in this Agreement for ease of reference only and shall not
      affect the interpretation or construction of this
    Agreement.

            


    

     

    
      	
            	
              1.3.

            	
              Unless
      the context otherwise requires, the singular includes a reference to the
      plural and vice versa.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
              2.

            	
              Atrinsic
      Responsibilities

            


    

     

    
      	
               
      

            	
              2.1

            	
              During
      the Term, Atrinsic, or a Third Party directed by Atrinsic,
      will:

            


    

     

    
      	
               
      

            	
              2.1.1

            	
              Use
      commercially reasonable efforts to provide the Atrinsic Services to BDE
      within North America (the particular territories to be serviced within
      North America and the Billing Operators to be utilized therein are to be
      determined by mutual agreement of the Parties) and Atrinsic shall comply
      with all applicable foreign, federal, state and local laws, rules and
      regulations in providing the Atrinsic
Services;

            


    

     

    
      	
               
      

            	
              2.1.2

            	
              Use
      commercially reasonable efforts to operate any online storefront of the
      BDE Services on the Website or any Ancillary Websites as described in the
      applicable Service Order Form;

            


    

     

    
      	
               
      

            	
              2.1.3

            	
              Use
      commercially reasonable efforts to provide Billing Method services and
      manage Billing Method-related relationships including, but not limited to,
      applicable Billing Operators and aggregators as described in the
      applicable Service Order Form;

            


    

     

    
      	
               
      

            	
              2.1.4

            	
              Use
      commercially reasonable efforts to manage all messaging services in
      compliance with all applicable FTC Rules and Regulations, the CAN-SPAM
      Act, the standards of practice established by the Mobile Marketing
      Association from time to time (“MMA Guidelines”) and other applicable
      state and federal laws, each as amended and current at the time of the
      applicable messaging;

            


    

     

    
      	
               
      

            	
              2.1.5

            	
              Use
      commercially reasonable efforts to manage all first level customer care,
      as may be determined by mutual agreement of the Parties from time to time,
      provided to Subscribers;

            


    

     

    
      	
               
      

            	
              2.1.6

            	
              And
      hereby does grant to BDE with a limited, non-exclusive, non-transferable
      (except as provided in Section 7.2 hereof) and royalty-free license, to
      use the Platform for all BDE Services in compliance with this
      Agreement;

            


    

     

    
      	
               
      

            	
              2.1.7

            	
              Use
      commercially reasonable efforts to promptly notify BDE of Billing Operator
      Changes following Atrinsic’s notification by the Billing Operator of the
      Billing Operator Change; and

            


    

     

    
      	
               
      

            	
              2.1.8

            	
              Provide
      BDE, on a daily basis, with data pertaining to the volume of Subscriber
      confirmed subscribed, message confirmed received by a Billing Operator and
      users confirmed successfully
billed.

            


    

     

    
      	
               
      

            	
              2.2

            	
              During
      the Term, Atrinsic will be responsible for obtaining all short codes to be
      used in connection with the Atrinsic Services provided to
      BDE.  As between Atrinsic and BDE, Atrinsic shall exclusively
      own all right, title and interest in and to all such short codes and
      during the Term all rights to use and exploit short codes will be for the
      benefit of the BDE Services.  Upon expiration or any termination
      of the Agreement, Atrinsic shall be entitled to continue use of such short
      codes with another content services provider;
  and

            


    

     

    
      	
               
      

            	
              2.3

            	
              Subject
      to the representations and warranties of BDE contained herein and BDE’s
      performance of its obligations hereunder, Atrinsic will ensure that its
      collection, access, use and disclosure of Subscriber information shall
      comply with all applicable foreign, federal, state, and local laws, rules
      and regulations as they may be amended from time to time, including
      without limitation (i) the Federal Communications Commission’s Customer
      Proprietary Network Information rules and regulations implementing 47 USC
      222 (the CPNI rules) (ii) the California Online Privacy and Disclosure Act
      of 2003, and (iii) laws governing marketing by telephone, direct mail,
      e-mail, wireless text messaging, fax , and any other mode of communication
      (collectively, “Privacy Laws”). Atrinsic shall at all times perform its
      obligations hereunder and make available the Atrinsic Services in such a
      manner as not to knowingly cause Atrinsic to be in material violation of
      any applicable laws or regulations, including any Privacy
      Laws.  For purposes of its obligations under this Section 2.3,
      the acts or omissions of Atrinsic’s employees, agents, representatives,
      contractors other than BDE and Airarena Pty Ltd., subcontractors, or
      Affiliates (and such Affiliates’ employees, agents, representatives,
      contractors, or subcontractors) shall also be deemed the acts or omissions
      of Atrinsic.

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              2.4

            	
              During
      the Term, Atrinsic shall not solicit licenses to Content from the
      Labels.

            


    

     

    
      	
              3

            	
              Conditions
      to Atrinsic Provision of Atrinsic Services to
  BDE

            


    

     

    
      	
               
      

            	
              3.1

            	
              During
      the Term, BDE, or a Third Party Provider directed by BDE,
      will:

            


    

     

    
      	
               
      

            	
              3.1.1

            	
              Provide
      at its own expense, all necessary rights and licenses from content owners
      (the “Labels”) for music, audio and other content files and offerings (the
      “Content”) to be provided as part of the Content Services. BDE shall
      thereafter supply said licensed content as part of the Subscription
      Services;

            


    

     

    
      	
               
      

            	
              3.1.2

            	
              Be
      responsible for integrating, incorporating and making available on the
      Website all Content in connection with the Content
    Services;

            


    

     

    
      	
               
      

            	
              3.1.3

            	
              Report
      and pay to the Labels all royalties, licenses, fees and expenses related
      to the licensed Content
(“Royalties”);

            


    

     

    
      	
               
      

            	
              3.1.4

            	
              Be
      responsible for obtaining any and all rights necessary to provide BDE
      Services within the agreed territories and with the agreed Billing
      Operators;

            


    

     

    
      	
               
      

            	
              3.1.5

            	
              Conform
      to the Protocol Specification for the relevant Service Interface as
      provided to BDE by Atrinsic from time to time.  Atrinsic will
      notify BDE at least thirty (30) days in advance of any change in the
      Protocol Specification;

            


    

     

    
      	
               
      

            	
              3.1.6

            	
              Connect
      only to the Service Interface specified for BDE by Atrinsic using only the
      names and passwords notified to BDE by Atrinsic from time to
      time;

            


    

     

    
      	
               
      

            	
              3.1.7

            	
              Supply
      complete and accurate instructions and information to Atrinsic to the
      extent reasonably necessary for the performance of the Atrinsic Services,
      in accordance with such timescales as Atrinsic may reasonably
      require;

            


    

     

    
      	
               
      

            	
              3.1.8

            	
              Promptly
      notify Atrinsic of Billing Operator Changes following BDE’s notification
      by the Billing Operator of the Billing Operator
  Change;

            


    

     

    
      	
               
      

            	
              3.1.9

            	
              Ensure
      that the BDE Services and BDE Content shall comply with all applicable
      foreign, federal, state, and local laws, rules and regulations as they may
      be amended from time to time, including without limitation those that
      apply to advertising or marketing practices.  For purposes of
      its obligations under this Section 3.1.10, the acts or omissions of BDE’s
      employees, agents, subcontractors, Third Party Providers, representatives
      or Affiliates (and such Affiliates’ employees, agents or representatives)
      shall also be deemed the acts or omissions of
  BDE;

            


    

     

    
      	
            	
              3.1.10

            	
              Provide
      all reasonable assistance to Atrinsic, including providing copies of
      relevant documentation, books and records, in connection with Atrinsic’s
      compliance with any requirements or conditions which are at any time
      imposed by any Governmental Body and which are applicable to or affect the
      BDE Services, BDE Content and/or the Atrinsic
  Services;

            


    

     

    
      	
            	
              3.1.11

            	
              Provide,
      subject to reasonable confidentiality protections, any Governmental Body
      or Atrinsic with such information or material relating to the BDE Services
      or a future BDE Services as any Governmental Body may reasonably request
      in order to carry out any investigation in connection with (i) the BDE
      Services or (ii) BDE's relationship with Atrinsic or with a Third Party
      Provider.

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              3.2

            	
              BDE
      will submit a reasonably detailed description of each BDE Service before
      commercial launch to Atrinsic for Atrinsic’s and each Billing Operator’s
      review and approval by filling out a form supplied by Atrinsic, in a
      format determined by Atrinsic, which will assist Atrinsic and the Billing
      Operators in evaluating whether the BDE Services fulfill the requirements
      of this Agreement and the requirements of the relevant Billing
      Operators.  Atrinsic may in its sole and reasonable discretion
      reject any or all BDE Services submitted for approval.  After
      the date that Atrinsic notifies BDE in writing of its acceptance of such
      BDE Service, BDE will not make any changes to such BDE Services without
      obtaining prior approval from
Atrinsic.

            


    

     

    
      	
               
      

            	
              3.3

            	
              BDE
      will be solely responsible for its Third Party Providers and
      subcontractors and their compliance with the terms of this
      Agreement.  BDE agrees that Atrinsic shall not be responsible
      for making any payments to any Third Party Provider or BDE subcontractor,
      except as expressly provided
herein.

            


    

     

    
      	
               
      

            	
              3.4

            	
              BDE
      will be solely responsible for any legal liability arising out of or
      relating to the BDE Content and BDE Services (whether transmitted on its
      own or on any Third Party’s behalf).  If Atrinsic is notified or
      otherwise becomes aware of BDE Content which violates the material
      requirements of this Agreement, Atrinsic may (but shall not be required
      to) investigate the allegation and determine, in its sole and reasonable
      discretion, whether to send BDE a written request to remove such BDE
      Content from the BDE Services including a description of the violation of
      this Agreement resulting from the BDE Content.  If BDE does not
      dispute the alleged violation and refuses such request or fails to cure
      the violation within twenty-four (24) hours of receipt of the request,
      Atrinsic may (but shall not be required to), in its sole and reasonable
      discretion, immediately block such BDE Content.  Atrinsic shall
      not be liable for any damages incurred by BDE because of any such action
      in accordance with this Section
3.4.

            


    

     

    
      	
               
      

            	
              3.5

            	
              BDE
      will ensure that its collection, access, use and disclosure of Subscriber
      information shall comply with all applicable foreign, federal, state, and
      local laws, rules and regulations as they may be amended from time to
      time, including without limitation Privacy Laws. BDE shall at all times
      perform its obligations hereunder and make available the BDE Services in
      such a manner as not to knowingly cause Atrinsic to be in material
      violation of any applicable laws or regulations, including any Privacy
      Laws.  For purposes of its obligations under this Section 3.5,
      the acts or omissions of BDE’s employees, agents, representatives,
      contractors other than Atrinsic, subcontractors, Third Party Providers, or
      Affiliates (and such Affiliates’ employees, agents, representatives,
      contractors, or subcontractors) shall also be deemed the acts or omissions
      of BDE.

            


    

     

    
      	
               
      

            	
              3.6

            	
              Without
      limiting Section 3.1 above, BDE agrees that BDE and its Third Party
      Providers will not offer or provide BDE Services
  that:

            


    

     

    
      	
               
      

            	
              3.6.1

            	
              To
      the best of its knowledge, transmit or allow to be transmitted any BDE
      Content that violates the requirements of any Billing Operator through
      which BDE Content is transmitted;

            


    

     

    
      	
               
      

            	
              3.6.2

            	
              To
      the best of its knowledge, transmit or allow to be transmitted any BDE
      Content that is false, inaccurate, misleading, unlawful, harmful,
      threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene,
      libelous, invasive of another’s privacy, hateful, or racially, ethnically,
      or otherwise objectionable;

            


    

     

    
      	
               
      

            	
              3.6.3

            	
              Transmit
      or allow to be transmitted any BDE Content that it does not have a right
      to make available under any law or under contractual or fiduciary
      relationships;

            


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              3.6.4

            	
              To
      the best of its knowledge, transmit or allow to be transmitted any Content
      or any BDE Content, that infringes any Intellectual Property Rights or
      rights of publicity or privacy of Atrinsic or any third
    party;

            


    

     

    
      	
               
      

            	
              3.6.5

            	
              Utilize
      any unsolicited or unauthorized advertising, promotional materials, “junk
      mail”, “spam”, or any other forms of
  solicitation;

            


    

     

    
      	
               
      

            	
              3.6.6

            	
              Violate
      the MMA Guidelines;

            


    

     

    
      	
               
      

            	
              3.6.7

            	
              Interfere
      with or disrupt the Atrinsic Services or servers or Billing Operator
      networks connected to the Atrinsic Services, or disobey any requirements,
      procedures, policies, or regulations of networks connected to the Atrinsic
      Service;

            


    

     

    
      	
               
      

            	
              3.6.8

            	
              To
      the best of its knowledge, transmit or utilize any (a) viruses, worms,
      Trojan horses, or other code that might disrupt, disable, harm, erase
      memory, or otherwise impede the operation, features, or functionality of
      any software, firmware, hardware, wireless device, computer system or
      network, (b) traps, time bombs, or other code that would disable any
      software based on the elapsing of a period of time, advancement to a
      particular date or other numeral, (c) code that would permit any Third
      Party to interfere with or surreptitiously access any Subscriber personal
      information, or (d) content that causes disablement or impairment of
      Atrinsic or Billing Operator services or
  equipment;

            


    

     

    
      	
               
      

            	
              3.6.9

            	
              Intentionally
      or unintentionally violate any applicable local, state, national or
      international law, or any regulations having the force of law;
      or

            


    

     

    
      	
            	
              3.6.10

            	
              Provide
      any material support or resources (or conceal or disguise the nature,
      location, source, or ownership of material support or resources) to any
      organization designated by the United States government as a foreign
      terrorist organization pursuant to section 219 of the Immigration and
      Nationality Act.

            


    

     

    
      	
              4

            	
              Other
      Responsibilities of the Parties

            


    

     

    
      	
               
      

            	
              4.1

            	
              Neither
      Party shall make any public announcement regarding this Agreement and/or
      the subject matter of this Agreement, unless such announcement has been
      approved in writing in advance by both Parties, provided that such
      approval shall not be required in the event such public announcement is
      required by law, including the rules and regulations of the Securities
      Exchange Commission.

            


    

     

    
      	
              5

            	
              Price,
      Payment and Currency

            


    

     

    
      	
               
      

            	
              5.1

            	
              Atrinsic
      shall furnish BDE with monthly invoice reports beginning October 1, 2009
      (which such first report shall include all such relevant information for
      the period beginning on the Effective Date through August 31, 2009) from
      each relevant Billing Operator showing the payment amounts received by
      such Billing Operator from Subscribers of the BDE Services and the
      chargebacks by such Billing Operator for such BDE Services not more than
      60 days in arrears as well as an anticipated budget for the following
      three month period. Atrinsic shall issue a statement to BDE calculating
      the monthly Net Profit (as defined below), which shall include amounts set
      forth in Section 5.2, and shall pay to BDE the “Outpayment” which shall
      equal (i) the actual amount of any Royalties payable to the Labels as a
      result of the provision of BDE Services under this Agreement monthly
      without offset, plus (ii) 50% of Net Profit for the applicable period,
      subject to reduction and offset pursuant to Section 5.3. BDE shall be
      responsible for calculating and reporting the amount of such Royalties to
      Atrinsic prior to the payment of any
Outpayment.

            


    

     

    
      	
               
      

            	
              5.2

            	
              “Net
      Profit” means:

            


    

     

    
      	
               
      

            	
              5.2.1

            	
              All
      amounts actually received and collected by Atrinsic from Billing Operators
      with respect to the BDE Services,
plus

            


    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              5.2.2

            	
              All
      amounts (net of costs as agreed between the Parties) actually received and
      collected by Atrinsic with respect to any other Kazaa-branded products or
      services other than the BDE Services,
less

            


    

     

    
      	
               
      

            	
              5.2.3

            	
              Amounts
      incurred (including any such amounts which were unpaid and/or unrecouped
      by Atrinsic during any prior months) with respect
  to:

            


    

     

    
      	
               
      

            	
              5.2.3.1

            	
              Any
      Taxes,

            


    

     

    
      	
               
      

            	
              5.2.3.2

            	
              All
      verified charges and fees assessed by Third Parties relating to such
      payments (including, without limitation, those levied by any aggregator,
      the paying and payee bank or other financial institution or any credit
      card merchant payment processor) (collectively, the “Charges and
      Fees”),

            


    

     

    
      	
               
      

            	
              5.2.3.3

            	
              Any
      charge or deduction made by any Billing Operator from payments due to
      Atrinsic relating to BDE Services (collectively, the “Billing Operator
      Deductions”),

            


    

     

    
      	
               
      

            	
              5.2.3.4

            	
              Any
      refunds, rebates, uncollectible amounts, bad debt, fraud, and chargebacks
      other than Billing Operator
Deductions,

            


    

     

    
      	
               
      

            	
              5.2.3.5

            	
              Any
      Royalties,

            


    

     

    
      	
               
      

            	
              5.2.3.6

            	
              All
      other charges or expenses approved in advance by Atrinsic and BDE and
      incurred by Atrinsic or advanced by Atrinsic to BDE in connection with the
      provision of the Atrinsic Services or the BDE Services, including, but not
      limited to, (i) Third Party charges and advanced funds which were
      previously invoiced to BDE, (ii) any costs or expenses advanced by
      Atrinsic to BDE in respect of any costs or expenses incurred in connection
      with the Management Services Agreement between BDE and Airarena Pty Ltd.
      (the “Airarena Agreement”), and (iii) any costs or expenses which are
      preapproved by BDE and incurred in connection with Atrinsic’s provision of
      support services on behalf of BDE pursuant to Section 6,
    and

            


    

     

    
      	
               
      

            	
              5.2.3.7

            	
              Any
      amounts payable to Atrinsic pursuant to any other agreement between BDE
      and Atrinsic including the Marketing Services
  Agreement.

            


    

     

    
      	
               
      

            	
              5.3

            	
              Payments
      of any Outpayment may be offset in whole or in part and retained by
      Atrinsic in the event and to the extent of any amounts that remain
      outstanding and unpaid to Atrinsic by BDE pursuant to Section 15
      hereof.

            


    

     

    
      	
               
      

            	
              5.4

            	
              During
      the Term and for two (2) years following the expiration or termination of
      this Agreement, BDE shall have the right to conduct an inspection and
      audit, through a designated national independent certified public
      accounting firm, of relevant records in order to verify the correctness of
      the Outpayments reported by Atrinsic and Atrinsic shall promptly pay BDE
      the amount of any underpayment revealed by the audit; provided that, (i)
      such audits are conducted at reasonable times during regular business
      hours and with reasonable advance written notice, (ii) such audits are
      conducted not more than once every year, (iii) BDE shall be responsible
      for payment of all fees and expenses associated with such audit, unless
      the auditor finds a discrepancy of greater than ten percent (10%) of the
      audited amount, in which event Atrinsic shall reimburse BDE the amount of
      the audit fees and expenses, (iv) and the information and materials
      reviewed or obtained in such audit shall be protected as Atrinsic’s
      Confidential Information (as defined in Section
  11.1).

            


    

     

    
      	
               
      

            	
              5.5

            	
              In
      the event that any Billing Operator or Governmental Body advises Atrinsic
      that the BDE is or has been in violation of any law or regulation which in
      good faith is not disputed, through no fault of Atrinsic, Atrinsic shall
      be entitled to act on any request, recommendation, order or directive by
      such Billing Operator or Governmental Body to withhold any sums payable to
      the BDE until the BDE pays to the Billing Operator or Governmental Body
      (as the case may be) all sums due for payment of fines, penalties,
      administrative charges or other sums payable to the Billing Operator or
      Governmental Body or to one or more Subscribers by reason of a final and
      non-appealable order of a Governmental Body, and, if BDE refuses to pay
      such amount, Atrinsic shall be entitled to pay the same out of the monies
      withheld.

            


    

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    
       

    

    
      	
               
      

            	
              5.6

            	
              Notwithstanding
      anything contained herein to the contrary, in no event shall Atrinsic be
      required to incur any cost, expense, charge or fee hereunder or advance
      any funds to BDE or any Third Party in respect of any Atrinsic Services,
      BDE Services or otherwise if greater than $5,000,000 (or such other amount
      as mutually agreed in writing) remains unrecouped by Atrinsic and/or
      unpaid to Atrinsic pursuant to Sections 5.2.3 or 5.3
    hereof.

            


    

     

    
      	
              6

            	
              Subscriber
      Communications.  Except as expressly provided herein and
      to the extent such services are not provided by Atrinsic on behalf of
      BDE:  (a) BDE will be responsible for providing, or arranging
      for the provision of, all support services with respect to the BDE
      Services; (b) BDE agrees that it will prominently provide contact
      information (at a minimum an e-mail address) for BDE’s customer service
      (i) at the same time and location (i.e. on the same web page or in the
      same message) as Subscribers register for the BDE Services or otherwise
      opt-in to receiving BDE Content, and (ii) at a location easily accessible
      to a Subscriber to allow the Subscriber to access the contact information
      after the Subscriber has registered for the BDE Services or opted in to
      receiving BDE Content.  BDE acknowledges that, except as
      expressly provided herein or to the extent such services are not provided
      by Atrinsic on behalf of BDE, Atrinsic has no obligation to provide any
      Subscriber support services.  Atrinsic shall give BDE ninety
      (90) days prior written notice before Atrinsic may  materially
      diminish the support services provided on behalf BDE
      hereunder.   Under such circumstances whereby Atrinsic no
      longer provides such services on behalf of BDE, if a Subscriber contacts
      Atrinsic in relation to the BDE Services, Atrinsic shall redirect or
      transfer such Subscriber to the support facilities of BDE, or, if such a
      transfer is not, in Atrinsic’s opinion, reasonably practicable, for any
      reason (including, without limitation, by reason of any unwillingness by
      the Subscriber to be redirected to the BDE), then Atrinsic may itself
      provide an initial response to the query or complaint.  Without
      limiting the foregoing, BDE acknowledges that Billing Operators may levy
      fees or charges for Subscriber support services relating to BDE Services,
      regardless of whether the Billing Operator, Atrinsic, or BDE has provided
      Subscriber support, and that Atrinsic may recover from BDE or offset
      against amounts payable to BDE hereunder any and all such fees and charges
      assessed by a Billing Operator.  Further, BDE and Atrinsic
      acknowledge and agree that Atrinsic may recover any and all preapproved
      costs and expenses incurred by Atrinsic in providing the services
      described in this Section in accordance with Section 5.2.3.6 and Section
      10.5.

            


    

     

    
      	
              7

            	
              Assignment

            


    

     

    
      	
               
      

            	
              7.1

            	
              This
      Agreement may not be assigned by a Party without the prior written consent
      of the other Party.

            


    

     

    
      	
               
      

            	
              7.2

            	
              Notwithstanding
      Section 7.1,

            


    

     

    
      	
               
      

            	
              7.2.1

            	
              Either
      Party may assign this Agreement and such Party’s rights and obligations
      hereunder without the consent of the other Party to an Affiliate so long
      as such Party remains liable for its obligations
  hereunder.

            


    

     

    
      	
               
      

            	
              7.2.2

            	
              Either
      Party may assign this Agreement, and its rights and obligations hereunder,
      to any Third Party that acquires all or substantially all of such Party’s
      stock or assets relating to that portion of such Party’s business that is
      related to the subject matter of this Agreement, provided that the Third
      Party to whom the Agreement is assigned assumes all of the obligations of
      the assigning Party under this
Agreement.

            


    

     

    
      	
               
      

            	
              7.3

            	
              Any
      attempted assignment, delegation, or transfer in contravention of this
      Section 7 shall be null and void.

            


    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    
      	
              8

            	
              Amendments to the Agreement as
      Required by Law or Billing Operators.  The BDE Services,
      BDE Content and Atrinsic Services are subject to requirements imposed by
      the relevant Billing Operators, and to laws or regulations imposed by
      Governmental Bodies, which may change or be amended from time to
      time.  The Parties agree to work together in good faith to amend
      the terms of this Agreement that do not comply with any such changes or
      amendments so that this Agreement complies with such requirements, laws
      and regulations.

            


    

     

    
      	
              9

            	
              Suspension
      of Service

            


    

     

    
      	
               
      

            	
              9.1

            	
              Atrinsic
      may, in its sole discretion, suspend provision of any or all of the
      Atrinsic Services at any time, but for a period of no longer than thirty
      (30) days, in the event that:

            


    

     

    
      	
               
      

            	
              9.1.1

            	
              Atrinsic
      is entitled to terminate this Agreement pursuant to Section
      10.2;

            


    

     

    
      	
               
      

            	
              9.1.2

            	
              Atrinsic
      is obliged or advised to comply with an order, instruction, directive or
      request of a Governmental Body or Billing Operator which necessitates that
      it do so, in the reasonable judgment of Atrinsic;
  or

            


    

     

    
      	
               
      

            	
              9.1.3

            	
              BDE
      is in material breach of any of its obligations under Section 3 of this
      Agreement and BDE fails to cure such breach within fifteen (15) days of
      BDE’s receipt of notice of the
breach.

            


    

     

    
      	
               
      

            	
              9.2

            	
              Atrinsic
      and the Billing Operators shall have the right (but not the obligation) to
      access and review BDE Content transmitted through the Atrinsic Services,
      provided that the Parties acknowledge and agree that Atrinsic has no
      obligation to review or filter such content, solely as necessary to
      identify a potential breach of the terms of this Agreement, including
      Section 3.5. To the extent that Atrinsic discovers an actual or potential
      breach, Atrinsic may suspend any or all of the Atrinsic Services to BDE
      for as long as it reasonably deems necessary, in its sole discretion,
      until Atrinsic determines BDE is not in breach or BDE corrects such
      non-compliance.

            


    

     

    
      	
               
      

            	
              9.3

            	
              Where
      Atrinsic determines, in its discretion, it is practicable to do so, then
      Atrinsic shall effect any such suspension only in respect of those BDE
      Services which are affected by the matters referred to in this Section 9.
      Atrinsic will notify BDE a reasonable amount of time in advance of any
      suspension of the BDE Services affected under this
    Agreement.

            


    

     

    
      	
              10

            	
              Term

            


    

     

    
      	
            	
              10.1

            	
              This
      Agreement shall become effective as of the date hereof and will, unless
      sooner terminated as provided below, remain in effect for three (3) years
      after the Effective Date and will automatically renew for successive one
      year periods, unless either Party provides written notice of termination
      at least 90 days prior to the expiration of a term (the
      “Term”).

            


    

     

    
      	
            	
              10.2

            	
              Either
      Party may terminate this Agreement upon written notice to the other Party
      immediately, in the event that (i) the other Party becomes insolvent,
      files a petition in bankruptcy or makes an assignment for the benefit of
      its creditors; (ii) the other Party materially breaches its obligations
      under this Agreement and fails to cure the breach within thirty (30) days
      after receiving written notice; or (iii) one or more of the Billing
      Operators upon which the provision of Atrinsic Services hereunder is
      dependent and which account for a substantial portion of the revenues
      collected from Billing Operators terminates its provision of services to
      Atrinsic.

            


    

     

    
      	
            	
              10.3

            	
              Intentionally
      deleted.

            


    

     

    
      	
            	
              10.4

            	
              Notwithstanding
      anything to the contrary contained in this Agreement, the provisions of
      this Section and Sections 1, 5.4 (for 2 years only), 10.4, 10.5, 11, 12,
      14, 15 and 16 of this Agreement will survive the termination of this
      Agreement.  Further, any other provisions that by their nature
      are intended to survive will also survive termination of this
      Agreement.  Upon termination or expiration of this Agreement,
      each Party shall use its commercially reasonable efforts to cooperate with
      the other to effect a smooth and orderly transition.  From the
      time that a notice of termination is received by either Party until the
      effective termination date, each Party shall use it commercially
      reasonable efforts to cooperate fully with any newly appointed Party
      performing the duties contemplated hereunder.  Any costs and
      expenses incurred in the transition of services contemplated hereunder
      shall be borne by BDE.

            


    

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    
       

    

    
      	
            	
              10.5

            	
              BDE’s
      obligation to pay Atrinsic any and all accrued payment obligations which
      remain unrecouped and/or unpaid from time to time and/or upon the
      expiration or termination of the Term for any reason (the “Unrecouped
      Amounts”) shall survive the termination of this Agreement and shall be secured
      pursuant to the terms of that certain Security Agreement by and between
      BDE and Atrinsic of even date herewith.  Such Unrecouped Amounts
      shall include, but are not limited to (i) any verified and pre-approved
      charges, including, but not limited to Third Party charges and advanced
      funds which were previously invoiced to BDE, payable by Atrinsic in
      connection with the provision of the Atrinsic Services or the BDE Services
      (including any such charges which were unpaid and/or unrecouped by
      Atrinsic during any prior periods during the Term), (ii) any costs or
      expenses incurred in connection with Atrinsic’s provision of support
      services on behalf of BDE pursuant to Section 6 (including any such
      charges which were unpaid and/or unrecouped by Atrinsic during any prior
      periods during the Term), (iii) any costs or expenses paid by Atrinsic on
      behalf of BDE or advanced to BDE in respect of any costs or expenses
      incurred pursuant to the Airarena Agreement (including any such charges
      which were unpaid and/or unrecouped by Atrinsic during any prior periods
      during the Term and any charges which are payable following the
      termination of the Airarena Agreement), and (iv) any amounts payable to
      Atrinsic pursuant to any other agreement between BDE and Atrinsic
      including, without limitation, the Marketing Services Agreement (including
      any such amounts which were unpaid and/or unrecouped by Atrinsic during
      any prior periods during the Term).  All Unrecouped Amounts (if
      any) remaining upon the expiration or termination of the Term shall be
      paid by BDE on a monthly basis over a period of six (6) months until
      repaid against monthly net profit generated by the BDE Services following
      the end of the Term (the “Tail Period”).  Following the
      expiration of the Tail Period, any remaining Unrecouped Amounts shall
      become due and payable by BDE to Atrinsic in
      full.  Notwithstanding the foregoing, in no event shall BDE be
      required to pay any Unrecouped Amounts in excess of $2,500,000 in the
      aggregate (less any other amounts paid to Atrinsic as ‘Unrecouped Fees’
      pursuant to the Marketing Services
Agreement).

            


    

     

    
      	
              11

            	
              Confidentiality

            


    

     

    
      	
            	
              11.1

            	
              Confidentiality
      Obligations.  Each Party agrees to regard and preserve as
      confidential all information related to the rights and obligations of the
      other Party under this Agreement and the business and activities of the
      other Party, their clients, licensors, suppliers and other entities with
      whom such other Party does business, which may be obtained by such Party
      from any source or may be developed or disclosed as a result of this
      Agreement, including the economic and financial terms and conditions
      contained in or otherwise referenced by this Agreement (the “Confidential
      Information”).  Each Party agrees to use the Confidential
      Information of the other Party hereto solely to perform its obligations
      under this Agreement and not for any other purpose (whether for its own
      benefit or the benefit of any other Party), agrees to hold the
      Confidential Information of the other Party hereto in trust and confidence
      and agrees not disclose Confidential Information of the other Party hereto
      to any person, firm or enterprise.  Each Party agrees to protect
      the Confidential Information of the other Party hereto with at least the
      same security measures (but no less than commercially reasonable security
      measures) that such Party uses to protect its own Confidential Information
      or trade secrets.  Even when disclosure is permitted, each Party
      agrees to limit access to and disclosure of each other Party’s
      Confidential Information solely to its employees on a “need to know” basis
      for purposes directly related to the performance of the Party’s
      obligations hereunder. Notwithstanding the foregoing, each Party may
      disclose the other Party’s Confidential Information pursuant to applicable
      law or regulation or compulsion of proper judicial or other legal process
      including, without limitation, to satisfy a Party’s public disclosure
      requirements under state and federal securities laws; provided, however,
      that, if legally permitted to do so, the disclosing Party shall provide
      prompt notice of the same prior to such required disclosure such that the
      other applicable Party may seek a protective order or other appropriate
      remedy to safeguard, restrict and/or limit the disclosure of such
      Confidential Information.

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    
       

    

    
      	
            	
              11.2

            	
              Exceptions.  For
      purposes of this Agreement, Confidential Information includes, without
      limitation, information about
      each Party’s operations, services, trade secrets, proprietary and
      competitive information, financial
      information, computer programs, algorithms, application programming
      interfaces, design, technology, ideas, know-how, processes, formulas,
      compositions, data, techniques, improvements, inventions (whether
      patentable or not), works of authorship, business and product development
      plans, customers and other information concerning each Party’s actual or
      anticipated business, research or development, information that is marked
      “Confidential” or information which is received in confidence by a Party
      or for a Party from any other person or entity; provided, however,
      that information shall not be considered Confidential Information to the
      extent, but only to the extent that such information (a) is or becomes
      publicly available through no fault, default or breach of or by the
      receiving Party, (b) is or was rightfully acquired by the receiving Party
      from another without restriction or obligation of confidentiality or (c)
      if such information is or was independently developed by the receiving
      Party without use of or reference to Confidential Information of the other
      Party.  The foregoing notwithstanding, either Party may disclose
      the other Party’s Confidential Information as required by applicable law
      or regulation or by a valid order of a court or government agency with
      appropriate jurisdiction over the Parties and the subject matter of the
      information, but only to the extent of and for the purposes of such law,
      regulation or order and only after the other Party is afforded a
      reasonable opportunity, to the extent permitted by law, to oppose such
      disclosure or seek protection against further disclosure of the
      information.

            


    

    


    
      	
            	
              11.3

            	
              Non
      Solicitation.  Each Party agrees that during the Term of
      this Agreement and for a one (1) year period after termination of this
      Agreement, such Party will not (1) directly or indirectly solicit, induce,
      encourage or attempt to solicit or induce any employee of the other Party
      to discontinue his or her employment with such Party; (2) usurp any
      opportunity of the other Party that such Party becomes aware of from any
      other Party during the term of this Agreement; or (3) directly or
      indirectly interfere with, solicit, induce or attempt to influence any
      person or business that is an account, customer or client of the other
      Party that such Party becomes aware of from the otherParty except for the
      benefit of such other Party.

            


    

    


    
      	
            	
              11.4

            	
              Upon
      expiration or termination of this Agreement, each receiving Party shall
      return or destroy, at the disclosing Party’s election, all Confidential
      Information of the disclosing Party in the receiving Party’s possession or
      control, provided, however, that Atrinsic shall be entitled to retain SMS
      message logs, accounting records and related documentation containing
      BDE’s Confidential Information for seven (7) years following the date such
      materials were created.  Subject to the limitations of Section
      11.3, the obligations described in this Section 11 shall survive the
      termination or expiration of this
Agreement.

            


    

     

    
      	
            	
              11.5

            	
              Both
      Parties agree that a breach of any of the obligations set forth in this
      Section 11 would irreparably damage and create undue hardships for the
      other Party. Therefore, the non-breaching Party shall be entitled to seek
      immediate court ordered injunctive relief to stop any apparent breach of
      this Section 11, such remedy being in addition to any other remedies
      available to such non-breaching
Party.

            


    

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    
       

    

    
      	
              12

            	
              Intellectual
      Property Rights

            


    

     

    
      	
            	
              12.1

            	
              Ownership
      of all Atrinsic Rights shall vest in and remain with Atrinsic. Subject to Section
      12.2 and Section 2.1.6, Atrinsic does not by this Agreement grant BDE any
      right, title, license or interest in or to any Atrinsic Rights, including
      any software or documentation, or in any related patents, copyrights,
      trade secrets or other proprietary or intellectual property
      rights.  BDE shall acquire no rights of any kind in or to any
      Atrinsic trademark, service mark, trade name, logo or product or service
      designation under which Atrinsic’s products or services were or are
      marketed (whether or not registered) and shall not use the same for any
      reason, except as expressly authorized in writing by Atrinsic prior to
      such use, but in no event for a period longer than the
    Term.

            


    

     

    
      	
            	
              12.2

            	
              Notwithstanding
      the foregoing, Atrinsic shall and hereby does license to the BDE for the
      Term only such use of the Atrinsic Rights as are required by the BDE to
      use the Atrinsic Services (including any documentation or software which
      Atrinsic makes available to the BDE for use pursuant to this Agreement)
      for the Term.

            


    

     

    
      	
            	
              12.3

            	
              Ownership
      of all BDE Rights shall vest in and remain with BDE. Subject to Section
      12.4, BDE does not by this Agreement grant Atrinsic any right, title,
      license or interest in or to any BDE Rights, including any software or
      documentation, or in any related patents, copyrights, trade secrets or
      other proprietary or intellectual property rights. Atrinsic shall acquire
      no rights of any kind in or to any BDE trademark, service mark, trade
      name, logo or product or service designation under which BDE’s products or
      services were or are marketed (whether or not registered) and shall not
      use same for any reason except as expressly authorized in writing by BDE
      prior to such use, but in no event for a period longer than the
      Term.

            


    

     

    
      	
            	
              12.4

            	
              Notwithstanding
      the foregoing, BDE shall and hereby does license to Atrinsic only such use
      of BDE Rights as are required by Atrinsic to provide the Atrinsic Services
      for the Term.

            


    

     

    
      	
            	
              12.5

            	
              Any
      license granted under this Section 12 as well as Section 2.6 shall be
      non-transferable (except as provided in Section 7.2 hereof),
      non-sublicensable, non-exclusive and royalty-free and shall be limited to
      the Term in respect of the Atrinsic Services or BDE Services to which the
      license relates and shall be granted only for the purpose of fulfilling
      the respective Party’s rights and obligations under this
      Agreement.

            


    

     

    
      	
            	
              12.6

            	
              Neither
      Party shall reverse engineer, decompile or disassemble any software
      covered by the other Party’s Intellectual Property
  Rights.

            


    

     

    
      	
              13

            	
              Warranties;
      Disclaimers

            


    

     

    
      	
            	
              13.1

            	
              Each
      Party represents and warrants to the other Party
  that:

            


    

     

    
      	
            	
              13.1.1

            	
              it
      has the full corporate right, power, and authority to enter into this
      Agreement and to perform its obligations
  hereunder;

            


    

     

    
      	
            	
              13.1.2

            	
              its
      execution of this Agreement and performance hereunder do not and will not
      violate any agreement to which it is a  party or by which it is
      bound; and

            


    

     

    
      	
            	
              13.1.3

            	
              when
      executed and delivered, this Agreement will constitute the legal, valid
      and binding obligation of such Party, enforceable against it in accordance
      with its terms.

            


    

     

    
      	
            	
              13.2

            	
              BDE
      represents and covenants that neither BDE nor any Third Party Provider
      will access or use the Atrinsic Services, except in accordance with this
      Agreement, and that the BDE Services and BDE Content will comply with the
      requirements of Section 3.6 above.

            


    

     

    
      	
            	
              13.3

            	
              Notwithstanding
      anything herein to the contrary, Atrinsic expressly disclaims, and shall
      have no responsibility or any liability of any kind for transmission
      errors in, corruption of, or the security of BDE’s data or content carried
      over wireline or wireless telecommunication providers’ facilities and
      networks.  Without limiting the foregoing, Atrinsic expressly
      disclaims and shall in addition have no responsibility or any liability of
      any kind for the acts or omissions of any Billing Operator in connection
      with the Atrinsic Services or the BDE
Services.

            


    

     


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    
       

    

    
      	
            	
              13.4

            	
              Notwithstanding
      anything else in this Agreement to the contrary, Atrinsic’s entire
      liability and BDE’s sole and exclusive remedy for nonperformance of the
      Atrinsic Services shall be the termination of this Agreement as set forth
      in Section 10 of this Agreement.

            


    

     

    
      	
            	
              13.5

            	
              EXCEPT
      FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 13, ATRINSIC
      DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE ATRINSIC SERVICES AND/OR
      ATRINSIC RIGHTS, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING,
      WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
      PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, SATISFACTORY
      QUALITY, AND ACCURACY.  WITHOUT LIMITING THE FOREGOING, ATRINSIC
      DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE,
      AND ATRINSIC EXPRESSLY DISCLAIMS (A) ANY LIABILITY RESULTING FROM ANY
      SUBSCRIBER OR OTHER MOBILE OPERATOR SUBSCRIBER SENDING MESSAGES TO AN
      ALLOCATED NUMBER INSTEAD OF ANOTHER NUMBER OR CODE, OR VICE VERSA, AND (B)
      ANY LIABILITY IN RESPECT OF ANY BDE CONTENT, OR INSTRUCTIONS SUPPLIED BY
      BDE THAT ARE INCORRECT, INACCURATE, ILLEGIBLE, OUT OF SEQUENCE, OR IN THE
      WRONG FORM, OR ARISING FROM THEIR LATE ARRIVAL OR NON-ARRIVAL, OR ANY
      OTHER ACT OR OMISSION OF BDE OR ANY OF ITS
  CUSTOMERS.

            


    

     

    
      	
            	
              13.6

            	
              EXCEPT
      FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 13, BDE DISCLAIMS ANY
      AND ALL WARRANTIES CONCERNING THE BDE SERVICES AND/OR BDE RIGHTS, WHETHER
      EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY
      IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
      TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, SATISFACTORY QUALITY, AND
      ACCURACY.  WITHOUT LIMITING THE FOREGOING, BDE DOES NOT WARRANT
      THAT THE BDE SERVICES WILL BE UNINTERRUPTED OR
  ERROR-FREE.

            


    

     

    
      	
              14

            	
              Limitation of
      Liability  EXCEPT TO THE EXTENT OTHERWISE PROVIDED BY
      APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS OFFICERS, DIRECTORS,
      EMPLOYEES, OR AGENTS BE LIABLE TO THE OTHER PARTY UNDER ANY CONTRACT
      NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (I)
      CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR INCIDENTAL DAMAGES OR ANY
      LOSS OF PROFITS, LOSS OF BUSINESS OR LOSS OF USE EVEN IF SUCH PARTY HAS
      BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING, (II) THE COST
      OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES OR (III) ANY AMOUNT IN EXCESS
      OF THE AGGREGATE AMOUNTS PAID OR PAYABLE TO BDE UNDER THIS AGREEMENT
      DURING THE TWELVE (12)-MONTH PERIOD PRIOR TO THE DATE ON WHICH THE CLAIM
      OR CAUSE OF ACTION RESULTING IN LIABILITY AROSE. THE FOREGOING LIMITATION
      OF LIABILITY SHALL NOT APPLY WITH RESPECT TO EITHER PARTY’S
      CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS UNDER THIS
      AGREEMENT.

            


    

     


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    
       

    

    
      	
              15

            	
              Indemnity

            


    

     

    15.1 BDE,
at its own expense, shall indemnify, defend, and hold Atrinsic, its Affiliates,
and their respective employees, officers, directors, representatives and agents
harmless from and against any and all losses, damages, liabilities, settlements,
costs and expenses (including attorneys’ fees and other legal expenses) arising
out of or related to any claim, demand, suit, action, or proceeding initiated by
a Third Party arising out of or relating to: (a) any breach by BDE of this
Agreement, (b) any BDE Services, BDE Content or other materials or services
provided by BDE or its Third Party Providers to the extent not otherwise caused
by Atrinsic or subject to indemnification by Atrinsic pursuant to Section 15.2
hereof, or (c) an allegation that the services or content provided by BDE to its
customers violates any local, state, federal or foreign law, rule or regulation
(each, a “BDE-Covered Claim”).  Atrinsic will provide BDE with written
notice of the BDE-Covered Claim and permit BDE to control the defense,
settlement, adjustment or compromise of the BDE-Covered Claim, and will
cooperate and, at BDE’s expense and request, assist in the defense of the
BDE-Covered Claim. Notwithstanding the foregoing, Atrinsic will have the right
to employ separate counsel and participate in the defense of any BDE-Covered
Claim, provided, however, that if such counsel is necessary because of a
conflict of interest of either BDE or its counsel or because BDE does not assume
control of the defense of a BDE-Covered Claim, as reasonably determined by
Atrinsic, BDE will bear the expense of such counsel.

     

    15.2  Atrinsic,
at its own expense, will indemnify, defend, and hold BDE, its Affiliates, and
their respective employees, officers, directors, representatives, and agents
harmless from and against any claim, demand, suit, action or proceeding
initiated by a Third Party to the extent not caused by BDE or subject to
indemnification by BDE pursuant to Section 15.1 and arising out of or relating
to: (a) any breach by Atrinsic of this Agreement, (b) an allegation that the
delivery of the Atrinsic Services infringes or misappropriates any U.S. patent,
U.S. copyright, U.S. trademark or any trade secret recognized as such under the
U.S. Uniform Trade Secret Act, or (c) an allegation that the Atrinsic Services
violates any local, state, federal or foreign law, rule or regulation (each, a
“Atrinsic-Covered Claim”). BDE will provide Atrinsic with written notice of the
Atrinsic-Covered Claim, permit Atrinsic to control the defense, settlement,
adjustment, or compromise of the Atrinsic-Covered Claim, and will cooperate and,
at Atrinsic’s expense and request, assist in the defense of the Atrinsic-Covered
Claim. If the Atrinsic Services become, or in Atrinsic’s opinion are likely to
become, the subject of an infringement claim, Atrinsic may, at its sole option
and expense, either (i) procure for BDE the right to continue using the Atrinsic
Services, (ii) replace or modify the Atrinsic Services so that they become
non-infringing, or if Atrinsic reasonably determines that neither of the
foregoing options commercially feasible, Atrinsic may (iii) terminate this
Agreement without any further obligation or liability to BDE.  THIS
SECTION STATES ATRINSIC’S ENTIRE LIABILITY AND BDE’S SOLE AND EXCLUSIVE REMEDY
FOR INFRINGEMENT CLAIMS AND ACTIONS.

     

    
      	
              16

            	
              Miscellaneous

            


    

     

    
      	
            	
              16.1

            	
              Force Majeure. Except
      for obligations of payment, either Party’s performance of any part of this
      Agreement shall be excused to the extent that it is hindered, delayed or
      otherwise made impractical by the acts or omissions of the other Party or
      any network operator, flood, fire, earthquake, strike, stoppage of work,
      or riot, failure or diminishment of power or of telecommunications or data
      networks or services not under the control of a Party, governmental or
      military acts or orders or restrictions, terrorist attack; or any other
      cause (whether similar or dissimilar to those listed) beyond the
      reasonable control of that Party and not caused by the negligence of the
      non-performing Party (collectively referred to as “Force Majeure”
      below.  If any Force Majeure condition(s) occur(s), the
      non-performing Party shall make reasonable efforts to notify the other
      Party of the nature of any such condition and the extent of the delay, and
      shall make reasonable, good faith efforts to resume performance as soon as
      practicable.

            


    

     

    
      	
            	
              16.2

            	
              No Waivers. No waiver of
      any provision of this Agreement by either Party shall be effective unless
      made in writing. Any waiver made by such Party of any term or condition of
      this Agreement shall not be deemed or construed to be a waiver of such
      term or condition for the future, or any subsequent breach thereof. The
      waiver of either Party of any default or breach of this Agreement shall
      not constitute a waiver or any other or subsequent default or
      breach.

            


    

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    

    
       

    

    
      	
            	
              16.3

            	
              Notices.  All
      notices, requests, demands or other communications that are required or
      may be given pursuant to the terms of this Agreement shall be in writing
      and shall be deemed to have been duly given (i) on the date of delivery,
      if personally delivered by hand, (ii) upon the third day after such notice
      is deposited in the United States mail, if mailed by registered or
      certified mail, postage prepaid, return receipt requested, (iii) upon the
      date of delivery, if notice is sent by a nationally recognized overnight
      express courier with tracking capabilities, (iv) by fax upon written
      confirmation with a confirmation copy sent by mail, or (v) on the day of
      transmission if by email delivery.  Such notices shall be given
      to the Parties at the address set forth above with a confirmation copy
      sent by mail.  Any Party may, at any time by giving five (5)
      days’ prior written notice to the other Party, designate any other address
      in substitution of the foregoing address to which such notice will be
      given.

            


    

     

    
      	
            	
              16.4

            	
              Severability. If any
      provision of this Agreement is held to be prohibited by or invalid under
      applicable law, such provision shall be ineffective only to the extent of
      such prohibition or invalidity, without invalidating the remainder of this
      Agreement.

            


    

     

    
      	
            	
              16.5

            	
              Relationship of the
      Parties. The relationship
      of the Parties established by this Agreement is that of independent
      contractors, and this Agreement does not create an agency, employment,
      partnership or joint venture relationship between the
      Parties.  Each Party acknowledges and agrees that the business
      relationship and activities contemplated by this Agreement are
      non-exclusive and that nothing in this Agreement prohibits either Party
      from participating with Third Parties in similar business arrangements as
      those described herein.

            


    

     

    
      	
            	
              16.6

            	
              Dispute Resolution. The Parties
      agree to attempt to resolve any disputes arising out of this Agreement
      pursuant to the terms of this
Section.

            


    

     

    
      	
            	
              16.6.1

            	
              Management
      Resolution. Any dispute arising under this Agreement shall first be
      referred to BDE’s President and Atrinsic’s CEO (“Management Resolution”)
      for resolution.

            


    

     

    
      	
            	
              16.6.2

            	
              Mediation. In
      the event the attempt at Management Resolution fails to resolve the
      dispute within thirty (30) days of either Party providing written notice
      to the other Party of the commencement of the Management Resolution
      process, either Party may refer the dispute to non-binding mediation
      (“Mediation”) for resolution. The Mediation shall be held at a mutually
      agreed to location and at a mutually agreed to time before a mutually
      agreed to certified mediator.

            


    

     

    
      	
            	
              16.6.3

            	
              Arbitration.  In
      the event the attempt at Mediation fails to resolve the dispute within
      thirty (30) days of either Party providing written notice to the other
      Party requesting Mediation to resolve the applicable dispute, either Party
      may refer the dispute to binding arbitration in Los Angeles, California
      (“Arbitration”) for final resolution administered by the American
      Arbitration Association under its Commercial Arbitration
      Rules.

            


    

     

    
      	
            	
              16.7

            	
              Governing Law; Venue;
      Jurisdiction. This Agreement shall be governed by, and construed in
      accordance with, the laws of the State of California without giving effect
      to the conflicts of law provisions thereof.  For any action to
      compel arbitration or enforce an arbitration award or seek injunctive
      relief pursuant to this Agreement, the Parties hereby expressly consent to
      the jurisdiction and venue of the state and/or federal courts located in
      Los Angeles County, California and BDE hereby expressly waives any
      objection to such venue based upon forum non-conveniens or
      otherwise.

            


    

     

    
      	
            	
              16.8

            	
              Attorneys’ Fees and
      Costs. In the event of any arbitration, action to compel
      arbitration or enforce an arbitration award or seek injunctive relief
      pursuant to this Agreement, the prevailing Party in such action shall be
      entitled to an award of their reasonable attorneys’ fees and costs through
      arbitration, trial and all levels of
appeal.

            


    

     

    
      
         


      

      
        16

        
          

        

      

      
         


      

    

    
       

    

    
      	
            	
              16.9

            	
              Entire Agreement. This
      Agreement constitutes the complete and exclusive statement of agreement
      among the Parties with respect to the subject matter in this Agreement and
      replaces and supersedes all prior and contemporaneous agreements,
      understandings and statements by and between the Parties. No
      representation, statement, condition or warranty not contained in this
      Agreement will be binding on the Parties or have any force or effect
      whatsoever.

            


    

     

    
      	
            	
              16.10

            	
              Amendments. Except as
      otherwise provided herein, no amendment, modification or change to this
      Agreement shall be effective unless it is in writing and signed by both
      Parties

            


    

     

    
      	
            	
              16.11

            	
              Counterparts. This
      Agreement may be signed and executed in one (1) or more counterparts, each
      of which shall be deemed an original and all of which together shall
      constitute one Agreement.  A facsimile signature shall be deemed
      an original for purposes of evidencing execution of this
      Agreement.

            


    

     

    [Signature
Page Follows]

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, each of the
undersigned Parties has caused its duly authorized representative to execute
this Agreement as of the Effective Date.

     

    
      	 
      	
              BDE:

            
	 
      	 
      
	 
      	
              Brilliant
      Digital Entertainment, Inc.

            
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	
              Name: 

            	 
      
	 
      	
              Title:

            	 
      
	 
      	 
      	 
      
	 
      	
              ATRINSIC

            
	 
      	
              Atrinsic,
      Inc., a Delaware corporation

            
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	
              Name:

            	 
      
	 
      	
              Title: