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EXECUTIVE MANAGEMENT SERVICES AGREEMENT



THIS EXECUTIVE MANAGEMENT SERVICES AGREEMENT (the “Agreement”) is made by and
between JCM Partners, LLC, a Delaware limited liability company (“JCM”), and
Computer Management Corporation, a California corporation (“CMC”), and is
effective May 1, 2004 (the “Effective Date”).



In consideration of the promises made herein and on the terms and subject to
the conditions contained herein, JCM and CMC hereby agree as follows:




1.0 Engagement






JCM hereby retains CMC to provide executive management services for JCM
as provided herein (the “Management Services”) for the period commencing
on the Effective Date and continuing through June 30, 2007 (the
Engagement Period), subject to termination as provided under Section 4.0
below.



2.0 Management Services





	2.1	 	CMC will employ Gayle M. Ing (“Ing”) to act as the Chief
Executive Officer, President, Tax Matters Partner and Secretary of
the Company and cause Ing to report directly to JCM’s Board of
Managers (“Board”). Ing will have day-to-day responsibility and
authority for the management and direction of JCM, as well as such
other duties and responsibilities commensurate with the position of
Chief Executive Officer.
	 
	2.2	 	Ing will perform her duties in conformity with the reasonable
and appropriate directions of the Board. Ing will devote her full
working time, attention and energies to the business and affairs of
JCM, provided that Ing may engage in outside activities so long as
such outside activities do not conflict with her obligations as
Chief Executive Officer of JCM or her other positions, if any, with
JCM.
	 
	2.3	 	Ing will, subject to reasonable travel requirements on behalf
of JCM, work at JCM’s offices in Concord, California.





3.0 Compensation





	3.1	 	Management Services Fee — JCM will pay to CMC a fee for the
Management Services (the “Fee”) at the monthly rate of $31,250 per
month, payable semi-monthly on the 15th and last day of each month.
Because this is a fee for independent contractor services and not
wages, JCM will not withhold taxes from the Fee.
	 
	3.2	 	Benefits — JCM will not be responsible for the cost of any
employment benefits provided to Ing.





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	3.3	 	Directors and Officers Insurance and Indemnity — JCM will
maintain at all times a minimum of $10,000,000 of directors and
officers insurance coverage and $10,000,000 of liability insurance
coverage, and will list CMC and Ing as insured parties at the same
coverage level as other JCM officers and executives. A copy of the
applicable insurance policies naming CMC and Ing as insured parties
and listing the then-current coverage levels shall be provided to
CMC. Subject to the exceptions specified in JCM’s standard form of
Indemnification Agreement, JCM will indemnify, defend and hold CMC
and Ing harmless against any claims, costs (including legal fees) or
liabilities respecting CMC’s and Ing’s actions on behalf of JCM.
	 
	3.4	 	Reimbursement — JCM will reimburse CMC for its reasonable
JCM-related expenses.





4.0 Termination





	4.1	 	Termination at Will by Either Party — Either JCM or CMC may
terminate this Agreement, for any reason or for no reason, upon 90
days written notice to the other party.
	 
	4.2	 	Death or Permanent Disability of Ing — This Agreement will
terminate automatically upon the death or permanent disability of
Ing. Ing will be deemed permanently disabled for the purpose of
this Agreement if in the good faith determination of the Board,
based on the opinion of a physician or other medical professional
mutually agree to by CMC and JCM, Ing has become physically or
mentally incapable of performing her duties hereunder for a
continuous period of 120 days, in which event Ing will be deemed
permanently disabled upon the expiration of such 120-day period.
	 
	4.3	 	Compensation upon Termination — In the event that either JCM
or CMC terminates this Agreement for any reason, including without
limitation because of the death or disability of Ing, CMC will be
entitled to receive the Fee provided for in Section 3.1 for the
period of time ending on the date the Agreement terminates, plus
reimbursement for such expenses as CMC may have properly incurred on
behalf of JCM, as provided in Section 3.4 above, prior to the date
the Agreement terminates.





5.0 Assignment and Transfer





	5.1	 	This Agreement may not be assigned by JCM to any purchaser of
all or substantially all of JCM’s business or assets without the
written consent of CMC.
	 
	5.2	 	CMC’s rights and obligations under this Agreement will not be
transferable by CMC by assignment or otherwise, except with the
prior written consent of JCM.





6.0 Confidentiality





	6.1	 	Proprietary Information — CMC agrees that all trade secrets,
confidential or proprietary information with respect to the
activities and businesses of JCM including, without limitation,
personnel information, non-public information regarding the
Company’s investors, business plans, marketing plans, forecasts,
strategies and information which are acquired by CMC, or its agents
or employees, during the course of CMC’s engagement by JCM
(“Proprietary Information”) will be





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kept and held in confidence and trust by CMC, provided that
Proprietary Information will not include any information that (i) is
in the public domain at the time of disclosure, (ii) though
originally Proprietary Information, subsequently enters the public
domain other than by breach of CMC’s obligations hereunder or by
breach of another person’s or entity’s confidentiality obligations,
or (iii) is shown by documentary evidence to have been known by CMC
prior to disclosure to CMC by Company. CMC will not use or disclose
Proprietary Information except as necessary in the normal course of
the business of JCM for its sole and exclusive benefit, unless CMC
is compelled to so disclose under process of law, in which case CMC
will first notify JCM promptly after receipt of a demand to so
disclose. CMC agrees and acknowledges that it will cause all agents
and employees of CMC to comply with the terms of this subsection
6.1.




	6.2	 	Ownership of Inventions — Discoveries, copyrightable
materials, developments, designs, ideas, improvements, inventions,
formulas, processes, techniques, know-how, manuals, software,
written or recorded materials or information, and data (whether or
not patentable or registerable under copyright or similar statutes)
that are made, conceived, or reduced to practice by CMC, or its
agents and employees while performing services for Company for which
CMC is expressly engaged and compensated by the Company
(“Inventions”), shall belong to and shall be the sole property of
Company. CMC represents and warrants that CMC will not claim any
intellectual property rights in any such Inventions. To the extent
that Company uses intellectual property owned by CMC, or its
employees or agents, and such intellectual property is not assigned
to Company, then CMC agrees to grant to Company and agrees to cause
its employees or agents to grant to Company a non-exclusive
transferable, worldwide, royalty-free perpetual license to use all
of CMC’s discoveries, copyrightable materials, developments,
designs, ideas, improvements, inventions, formulas, processes,
techniques, know-how, manuals, software, written or recorded
materials or information, and data (whether or not patentable or
registerable under copyright or similar statues) made, conceived, or
reduced to practice, while performing services for Company
(“Licensed Inventions”) under this Agreement. CMC agrees to take
reasonable and necessary steps to cause its agents and employees to
comply with and adhere to the provisions of this subsection 6.2
	 
	6.3	 	Return of Materials — CMC agrees that, upon the request of
the Company, and in any event upon termination of this Agreement,
CMC shall deliver to Company (or have confirmed in writing to the
Company that the Company already has) the originals of all
memoranda, notes, records, drawings, manuals, papers, computer
software, listings and other documents or materials (or copies of
same if originals are not available): (a) generated or developed by
CMC under this Agreement; or (b) made available to CMC in connection
with providing services to the Company under this Agreement. CMC
agrees to take reasonable and necessary steps to cause its agents
and employees to comply with and adhere to the provisions of this
subsection 6.3
	 
	6.4	 	Survivability — This Section 6.0, and each of its
subsections, shall survive termination of this Agreement.





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7.0 Arbitration





Any dispute hereunder will be submitted to binding arbitration before a
single arbitrator in accordance with the Commercial Dispute Resolution
Rules of the American Arbitration Association (“AAA”), provided that:




	7.1	 	the arbitrator will be instructed and empowered to take
whatever steps to expedite the arbitration as he or she deems
reasonable;
	 
	7.2	 	each party will pay fifty percent (50%) of the costs and fees
of the arbitration, including without limitation the administrative
fees charged by AAA and the fee of the arbitrator;
	 
	7.3	 	the arbitrator’s judgment will be final and binding upon the
parties, except that it may be challenged on the grounds of fraud or
gross misconduct; and
	 
	7.4	 	the arbitration will be held in San Francisco, California.
Judgment upon any award in the arbitration may be entered in any
court of competent jurisdiction. The parties hereby consent to the
jurisdiction of, and proper venue in, the federal and state courts
located in San Francisco, California. The procedures specified in
this Section 7.0 will be the sole and exclusive procedures for the
resolution of disputes and controversies between the parties arising
out of or relating to this Agreement; provided, however, that a
party may seek a preliminary injunction or other provisional
judicial relief if in its judgment such action is necessary to avoid
irreparable damage or to preserve the status quo. Despite such
action, the parties will continue to participate in good faith in
the procedures specified in this Section 7.0.





8.0 Independent Contractor





It is the express intention of the parties that CMC is an independent
contractor and neither it nor Ing are employees of JCM. CMC reserves the
right to determine the method, manner and means by which the services
will be performed. CMC shall not be entitled to employ anyone other than
Ing to perform the Management Services without the express written
consent of JCM. Nor shall CMC be required to employ anyone other than
Ing to perform the Management Services without its express written
consent. CMC is not required to provide the Management Services during a
fixed hourly or daily time.



9.0 Miscellaneous





	9.1	 	Governing Law and Interpretation — This Agreement will be
governed by the substantive laws of the State of California
applicable to contracts entered into and fully performed in such
jurisdiction. The headings and captions of the Sections of this
Agreement are for convenience only and in no way define, limit or
extend the scope or intent of this Agreement or any provision
hereof. This Agreement will be construed as a whole, according to
its fair meaning, and not in favor of or against any party,
regardless of which party may have initially drafted certain
provisions set forth herein.
	 
	9.2	 	Notices — Any notice, request, claim or other communication
required or permitted hereunder will be in writing and will be
deemed to have been duly given if delivered by hand or if sent by
Federal Express to CMC at the address set forth below its signature,
or to JCM at its address as set forth below its signature, or to





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such other address or addresses as either party may have furnished
to the other in writing in accordance herewith.




	9.3	 	Entire Agreement and Amendments — This Agreement constitutes
the final and complete expression of all of the terms of the
understanding and agreement between the parties hereto with respect
to the subject matter hereof, and this Agreement replaces and
supersedes any and all prior or contemporaneous negotiations,
communications, understandings, obligations, commitments, agreements
or contracts, whether written or oral, between the parties
respecting the subject matter hereof. This Agreement may not be
modified, amended, altered or supplemented except by means of the
execution and delivery of a written instrument mutually executed by
both parties.
	 
	9.4	 	Attorneys’ Fees — In the event it becomes necessary for any
party to initiate arbitration or any other proceeding to enforce,
defend or construe such party’s rights or obligations under this
Agreement, the prevailing party in such arbitration or proceeding
will be entitled to its reasonable costs and expenses, including
attorneys’ fees, incurred in connection with such arbitration or
proceeding whether or not brought to final judgment, except as
provided in Section 7.2 of this Agreement. For purposes of the
enforcement of this section, the “prevailing party” will be the
party receiving substantially the benefits or relief sought by that
party. The arbitrator or decision-maker under this Section 9.4
shall determine the prevailing party or parties in any such
arbitration or proceeding.




IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the Effective Date.




	 	 	 
	JCM PARTNERS, LLC,

	 	COMPUTER MANAGEMENT CORP.,
	a Delaware limited liability company

	 	a California corporation
	 
	 	 
	By:  /s/
Marvin Helder

	 	By:  /s/ Gayle M. Ing
	
 

	 	
 
	Marvin Helder,

	 	Gayle M. Ing,
	Vice Chairman

	 	Vice President
	2151 Salvio Street, Suite 325

	 	614 Castro Street
	Concord, CA 94522-3000

	 	San Francisco, CA 94114
	Fax: (925) 676-1744

	 	Fax: (415) 431-8758







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