AMENDMENT NO. 1 TO MASTER
SERVICES AGREEMENT








THIS AMENDMENT NO. 1 TO MASTER
SERVICES AGREEMENT (this “Amendment”), dated as of October 13, 2010, by and
among Atrinsic, Inc., a Delaware corporation, with its principal place of
business located at 469 7th Avenue,
10th
Floor, New York, NY, 10018 (“Atrinsic”) and Brilliant Digital Entertainment,
Inc., a Delaware corporation with its principal place of business located at
12711 Ventura Boulevard, Suite 210, Studio City, CA 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” and collectively as the “Parties.”





WITNESSETH:





WHEREAS, Atrinsic and BDE have entered
into that certain Master Services Agreement, dated as of March 26, 2010, but
effective as of July 1, 2009 (as may be further amended, modified or
supplemented from time to time, the “Master Services Agreement”), pursuant to
which Atrinsic provides certain messaging, billing and collection services to
BDE in connection with BDE’s content subscription service, as further described
therein;





WHEREAS, in connection with the Parties
entry into that certain Asset Purchase Agreement on even date herewith, the
parties desire to amend the Master Services Agreement as provided herein;
and





WHEREAS, Atrinsic and BDE are willing
to enter into this Amendment upon the terms and conditions set forth
below.





NOW, THEREFORE, in consideration of the
mutual promises and agreements contained herein and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Atrinsic and BDE do hereby agree as follows:





SECTION
1.  DEFINED TERMS.





Each defined term used herein and not
otherwise defined herein shall have the meaning ascribed to such term in the
Master Services Agreement.





SECTION
2.  AMENDMENTS TO THE MASTER SERVICES AGREEMENT.





Atrinsic and BDE hereby agree that the
Master Services Agreement is amended as follows:





1.           The
following definitions in Section 1 are hereby amended and restated in their
entirety as follows:





1.1.5                      “Atrinsic Data” meansdata,
which is provided or generated in the course of Atrinsic’s provision of the
Atrinsic Services, including 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 and BDE Data;





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, excluding, by way of example and not limitation, the
BDE Data;




2.           Section
5.1 is hereby amended to delete the phrase “50% of Net Profit” and replace it
with the phrase “20% of Net Profit”.





3.           Section
5.6 is hereby deleted in its entirety.





4.           Section
7.2 is hereby amended and restated in its entirety as follows:





7.2           Notwithstanding
Section 7.1,





7.2.1                      Atrinsic
may assign this Agreement and Atrinsic’s rights and obligations hereunder
without the consent of BDE to an Affiliate so long as Atrinsic remains liable
for its obligations hereunder.





7.2.2                      Atrinsic
may assign this Agreement, and its rights and obligations hereunder, to any
Third Party that acquires all or substantially all of Atrinsic’s stock or assets
relating to that portion of Atrinsic’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 Atrinsic under this
Agreement.





5.           Section
10.1 is hereby amended to strike the phrase “three (3) years” and replace it
with the phrase “thirty (30) years”.





6.           Section
10.5 is hereby amended and restated in its entirety as follows:





10.5           BDE’s
obligation to pay Atrinsic any and all accrued payment obligations which remain
unrecouped and/or unpaid from time to time, which shall only become due upon the
termination of this Agreement by Atrinsic pursuant to Sections 10.2(i) or
10.2(ii) hereof (the “Unrecouped Amounts”), shall survive such termination of
this Agreement.  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 in connection with any services
provided by Airarena Pty Ltd. (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 any agreement either
Party may have with Airarena Pty Ltd.), 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 termination
of this Agreement by Atrinsic pursuant to Sections 10.2(i) or 10.2(ii) hereof
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.  For avoidance of doubt, BDE shall only be obligated to pay
Unrecouped Amounts (if any) in the event of termination by Atrinsic pursuant to
Sections 10.2(i) and 10.2(ii) hereof, but not upon the expiration of
the Term of this Agreement.





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7.           Section
12.5 is hereby amended and restated in its entirety as follows:





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,
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.  Any such license granted by BDE hereunder shall
be exclusive to Atrinsic.  Any such license granted by Atrinsic
hereunder shall be non-exclusive to BDE.





SECTION
3.  MISCELLANEOUS.





1.           Except
as expressly set forth in this Amendment, all of the terms of the Master
Services Agreement shall remain in full force and effect.





2.           This
Amendment may be executed in several counterparts (including by means of
telecopied or facsimile signature pages), each of which shall be deemed an
original, and all of which shall constitute one and the same
instrument.





[Signature
Page Follows]




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IN WITNESS WHEREOF, each of the Parties
has caused this Amendment No. 1 to Master Services Agreement to be duly executed
and delivered by its duly authorized officer as of the date first above
written.




PARTIES:Brilliant
      Digital Entertainment, Inc./s/
      Kevin BermeisterName:
                                Kevin
      BermeisterTitle:
                                CEO
 Atrinsic,
      Inc./s/
      Thomas PlottsName:
                                    Thomas
      PlottsTitle:
                                    CFO
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