**Exhibit 10.18**

 

**EMPLOYMENTAGREEMENT**

 

THIS AGREEMENT is made as ofJune 9, 2004, between MakeMusic!, Inc., a Minnesota corporation (hereinaftercalled “MakeMusic!”), and Bill Wolff (hereinafter called “Executive”):

 

**RECITALS**

 

l. Thefollowing recitals shall be considered a part of this Agreement and explain theparties’ rights and obligations under this Agreement.  Any interpretation or construction of thisAgreement shall be considered in light of these recitals.

 

2. Executiveis currently employed by MakeMusic! as its Chief Operating Office and ChiefFinancial Officer.

 

3. Executivedesires to be employed by MakeMusic! as its Chief Executive Officer andMakeMusic! desires to employ Executive as its Chief Executive Officer on theterms stated in this Agreement.

 

4. Executiverecognizes, agrees and understands that execution of this Agreement is anexpress condition of becoming and remaining employed by MakeMusic! as its ChiefExecutive Officer.

 

NOW, THEREFORE, inconsideration of MakeMusic! employing Executive as its Chief Executive Officerand the continuation of his employment, any promotions, increases incompensation, and/or other benefits now or hereafter paid or made available toExecutive by MakeMusic!, Executive and MakeMusic! agree as follows:

 

**ARTICLE I**

 

**DEFINITIONS**

 

1.01**Confidential Information.**  For the purposes of this Agreement, “ConfidentialInformation” means any information not generally known to the public andproprietary to MakeMusic! and includes, without limitation, trade secrets,inventions, and information pertaining to research, development, purchasing,marketing, selling, accounting, licensing, business systems, businesstechniques, customer lists, prospective customer lists, price lists, businessstrategies and plans, pending patentable materials and/or designs, designdocumentation, documentation of meetings,

 

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tests and/ortest standards, or manuals whether in document, electronic, computer or otherform.  For example, Confidential Informationmay be contained in MakeMusic!’s customer lists, prospective customer lists,the particular needs and requirements of customers, the particular needs andrequirements of prospective customers, and the identity of customers orprospective customers.  Information shallbe treated as Confidential Information irrespective of its source and anyinformation which is labeled or marked as being “confidential” or “trade secret”shall be presumed to be Confidential Information.

 

1.02**Invention.**  For purposes of this Agreement, the term “Invention”means ideas, discoveries, and improvements whether or not shown or described inwriting or reduced to practice and whether patentable or not, relating to anyof MakeMusic!’s present or future sales, research, or other businessactivities, or reasonably foreseeable business interests of MakeMusic!.

 

**ARTICLE II**

 

**EMPLOYMENT,COMPENSATION AND BENEFITS**

 

2.01**Employment With MakeMusic!.**  MakeMusic! hereby employs Executive in theposition of Chief Executive Officer of MakeMusic! and Executive hereby acceptssuch employment with MakeMusic!.

 

2.02**Duties.**

 

(a) Executiveagrees, during his employment, to devote his full time and best efforts to thebusinesses of MakeMusic!, including, without limitation, the performance of thoseduties and responsibilities reasonably and customarily associated with hisposition; provided, however, that Executive’s duties and responsibilities shallbe subject to determination by MakeMusic!’s Board of Directors.  Executive shall be granted such powers andauthority as are reasonably and customarily associated with his position.

 

(b) Executiveshall report to, and at all times shall be subject to the direction ofMakeMusic!’s Board of Directors.

 

(c) Executive,at all times during his employment with MakeMusic!, shall comply withMakeMusic!’s reasonable standards, regulations and policies as determined or

 

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set forth bythe MakeMusic! Board of Directors from time to time and as applicable toexecutive employees of MakeMusic!.

 

(d) Executiveshall maintain and improve his managerial skills and knowledge of MakeMusic!’sbusinesses by attending appropriate conventions and seminars, and participatingin other activities reasonably related thereto. MakeMusic! shall pay and/or reimburse those expenses of Executive,approved by MakeMusic!, which are reasonably related to this subparagraph2.02(d).

 

2.03**Outside Activities.**  MakeMusic! acknowledges and agrees that fromtime to time Executive may serve as a member of the Board of Directors of oneor more nonprofit entities or businesses other than MakeMusic!; provided,however, that Executive provides MakeMusic!’s Board of Directors withinformation about each proposed directorship, including time required by suchdirectorship, whether such directorship may involve conflicts of interest withMakeMusic! or their businesses, the types of risks which such directorship mayinvolve, and any other factors Executive or the MakeMusic! Board of Directorsconsiders material respecting such directorship. MakeMusic!’s Board ofDirectors shall promptly consider all submissions by Executive pursuant to thisParagraph 2.03.  MakeMusic!’s Board ofDirectors may request in good faith that Executive not accept a particulardirectorship, or more than a specific number of directorships, or thatExecutive resign from a particular directorship, and Executive agrees to honorsuch requests.

 

2.04**Base Salary.**  Executive’s initial annual base salary shallbe calculated on the gross amount of $175,500 per year, less withholding forincome and FICA taxes and any other proper deductions. Executive’s base salarywill be paid to him in accordance with MakeMusic!’s normal payrollpractices.  Future increases, if any, inannual base salary may be negotiated between the Executive and MakeMusic!’sBoard of Directors.  Executive may beentitled to bonuses as determined in the discretion of the MakeMusic! Board.

 

2.05 **StockOptions. **Executive shallbe entitled to receive stock options to purchase an aggregate of 60,000 sharesof the MakeMusic!’s Common Stock pursuant to the terms and conditions set forthin the specific stock option agreements executed contemporaneously with theexecution of this Agreement.

 

2.06**Fringe Benefits FromMakeMusic!.**

 

(a) Inaddition to cash compensation, Executive shall be eligible to receive fringebenefits as they may be made available to executive employees of  MakeMusic! and offered to Executive from timeto time in the exclusive discretion of MakeMusic!’s Board of Directors. Suchbenefits may include, but are not limited to, bonuses, qualified pension orretirement plans, health insurance and disability plans and deferredcompensation agreements.

 

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(b) Executiveshall be eligible to participate in any and all other employee benefit plansand programs offered by MakeMusic! from time to time, including, but notlimited to, any medical, dental, short-term disability and life insurancecoverage, stock option, or retirement plans, in accordance with the terms andconditions of those benefit plans and programs and on a basis consistent withthat customarily provided to MakeMusic!’s executive employees.

 

2.07**Vacation.**  In addition to the foregoing compensation andfringe benefits, Executive shall be entitled to a paid vacation of a durationto be determined by MakeMusic!’s Board of Directors.  At present, Executive shall be entitled to 4weeks paid vacation per year.  Suchvacation shall be subject to MakeMusic!’s paid vacation policies as they mayexist from time to time.

 

2.08**Expenses.**  During the term of this Agreement, Executiveshall be entitled to prompt reimbursement by MakeMusic! for all reasonable,ordinary and necessary travel, entertainment and other business relatedexpenses incurred by Executive (in accordance with the policies and proceduresestablished by MakeMusic! for executive employees from time to time) in theperformance of his duties and responsibilities under this Agreement; provided,however, that Executive shall properly account for such expenses in accordancewith federal, state and local tax requirements and MakeMusic!’s policies andprocedures.

 

**ARTICLEIII**

 

**TERMINATION**

 

3.01**Events of Termination.**  Executive’s employment with MakeMusic!:

 

(a) May be terminatedby mutual written agreement of MakeMusic! and Executive.

 

(b) Shallterminate immediately upon the death of Executive.

 

(c) May beterminated upon written notice from MakeMusic! to Executive for cause, whichshall mean the following:

 

(i) Failure ofExecutive to (a) faithfully, diligently or competently perform the materialduties, requirements and responsibilities of his employment as contemplated bythis Agreement or as assigned by MakeMusic!’s Board of Directors, or (b) takereasonable direction consistent with his position from the MakeMusic!’s Boardof Directors; or

 

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(ii) Failureof Executive to comply with the material, reasonable policies, regulations anddirectives of MakeMusic! as in effect from time to time; or

 

(iii) Any actor omission on the part of Executive which constitutes a failure to comply withmaterial provisions of this Agreement; or

 

(iv) Any actor omission on the part of Executive which is clearly and materially harmful tothe reputations or businesses of MakeMusic!, including, but not limited to,personal conduct of Executive which is inconsistent with federal and state lawsrespecting harassment of, or discrimination against, one or more of MakeMusic!’semployees; or

 

(v) Convictionof Executive of, or a guilty or nolo contendere plea by Executive with respectto, any crime punishable as a felony.

 

(d) May beterminated by MakeMusic! or Executive upon 60 days’ written notice to the otherupon the commencement of a bankruptcy case filed by or against MakeMusic! underthe United States Code or other similar law.

 

(e) Shallterminate at the end of the month during which Executive reaches the normalretirement date established by MakeMusic! for management employees ofMakeMusic!, but in no event earlier than the compulsory retirement agepermitted under federal or similar law for management employees.

 

(f) May****be terminated upon 60 days’ written notice from MakeMusic!to Executive without cause.

 

(g) May beterminated by Executive on 60 days’ written notice to MakeMusic!.

 

3.02**Compensation UponTermination of Executive’s Employment.**  In the event that Executive’s employment withMakeMusic! terminates the following provisions shall govern as applicable:

 

(a) Iftermination occurs pursuant to subparagraph 3.01(a), the agreement of theparties shall control.

 

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(b) Iftermination occurs pursuant to subparagraphs 3.01(b), (c), (e) or (g), allbenefits and compensation shall terminate as of the end of the month in whichthe termination occurs.

 

(c) If thetermination occurs pursuant to subparagraph 3.01(d), all benefits andcompensation shall terminate as of the termination date.

 

(d) Iftermination occurs pursuant to subparagraphs 3.01(f), Executive shallreceive cash payments equal to Executive’s annual base salary in effect at thetime of termination of employment.  Suchpayments shall be paid to Executive monthly over the course of a one-yearperiod.  As a condition to Executive’sreceipt of such payments, Executive shall be required to execute, return andnot rescind a full and final release of any and all claims in favor ofMakeMusic!.  Such release agreement shallbe prepared by MakeMusic!.

 

(e) Allpayments made to Executive under this Paragraph 3.02 shall be reduced byamounts (i) required to be withheld in accordance with federal, state and locallaws and regulations in effect at the time of payment, or (ii) owed toMakeMusic! and by Executive for any amounts advanced, loaned or misappropriated.

 

3.03**Return of MakeMusic!Property.**  In the event oftermination of Executive’s employment all corporate documents, records, files,credit cards, computer disks and tapes, computer access cards, codes and keys,file access codes and keys, building and office access cards, codes and keys,materials, equipment and other property of MakeMusic! which is in Executive’spossession shall be returned to MakeMusic! at their principal business officeson the date of termination of Executive’s employment, or within one businessday thereafter if termination occurs without notice.  Executive may copy, at Executive’s expense,documents, records, materials and information of MakeMusic! only withMakeMusic!’s express, written permission.

 

**ARTICLE IV**

 

**PROTECTIONOF TRADE SECRETS AND**

** **

**CONFIDENTIALBUSINESS DATA**

 

4.01**Confidential Information.**  The definition of “Confidential Information”as set forth in Paragraph 1.01 is not intended to be complete.  From time to time during the term of hisemployment, Executive may gain access to other information not generally knownto the public and proprietary to MakeMusic! concerning MakeMusic!’s businessesthat is of commercial value to MakeMusic!, which information shall be includedin the definition under Paragraph 1.01 above, even though not specificallylisted in that Paragraph.  The definitionof Confidential Information

 

 

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and theprovisions of this Article IV apply to any form in which the subjectinformation, trade secrets, or data may appear, whether written, oral, or anyother form of recording or storage.

 

4.02**Maintain in Confidence**.  Executive shall hold the ConfidentialInformation, including trade secrets and/or data, in the strictest confidenceand will never, without  prior writtenconsent of MakeMusic!, (directly or indirectly) disclose, assign, transfer,convey, communicate to or use for his own or another’s benefit or (directly orindirectly) disclose, assign, transfer, convey, communicate to or use by him, acompetitor of MakeMusic! or any other person or entity, including, but notlimited to, the press, other professionals, corporations, partnerships or thepublic, at any time during his employment with MakeMusic! or at any time afterhis termination of employment with MakeMusic!, regardless of the reason for theExecutive’s termination, whether voluntary or involuntary. Executive furtherpromises and agrees that he will faithfully abide by any rules, policies,practices or procedures existing or which may be established by MakeMusic! forinsuring the confidentiality of the Confidential Information, including, butnot limited to, rules, policies, practices or procedures:

 

(a) Limiting access toauthorized personnel;

 

(i) Limiting copying of any writing, data orrecording;

 

(ii) Requiring storage of property, documentsor data in secure facilities provided by MakeMusic! and limiting safe or vaultlock combinations or keys to authorized personnel; and/or

 

(iii) Checkout and return or other procedurespromulgated by MakeMusic! from time to time.

 

4.03 **Return ofInformation.**  Upontermination of the employer-employee relationship, whether voluntary orinvoluntary, Executive will return to MakeMusic! any and all written orotherwise recorded form of all Confidential Information (and any copiesthereof) in his possession, custody or control, including, but not limited to,notebooks, memoranda, specifications, customer lists, prospective or potentialcustomer lists, or price lists, and will take with him, upon leaving MakeMusic!’splace of business or employment with MakeMusic!, no such documents, data,writings, recordings, or reproduction in any form which may have been entrustedor obtained by him during the course of his employment or to which he hadaccess, possession, custody or control, except with MakeMusic!’s express,written permission.  Upon termination ofemployment, whether voluntary or involuntary, Executive will deliver toMakeMusic! all Confidential Information in recorded form in his possession,custody or control and shall also deliver any and all property, devices, parts,mock-ups, and finished or unfinished machinery or equipment in his possession,custody or control which belongs to MakeMusic!. Executive shall also deliver, upon his termination, whether voluntary orinvoluntary, all records, drawings, blueprints, notes, notebooks,

 

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memoranda, specifications anddocuments or dates, in any form, which contain Confidential Information.

 

4.04 **IrreparableHarm.**  The partiesacknowledge that MakeMusic! will suffer irreparable harm if the Executivebreaches Paragraphs 4.02 or 4.03, either during or after his employment.  Accordingly, MakeMusic! shall be entitled, inaddition to any other right and remedy it may have, at law or equity, to atemporary restraining order and/or injunction, without the posting of a bond orother security, enjoining or restraining the Executive from any violation ofParagraphs 4.02 or 4.03, and the Executive hereby consents to MakeMusic!’sright to seek the issuance of such injunction. If MakeMusic! institutes any such action against Executive, alone or inconjunction with any third party or parties to enforce any terms or provisionsof Paragraphs 4.02 or 4.03, then the party that prevails in such action shallbe entitled to receive from the opposing party (or parties) in the action theprevailing party’s reasonable attorneys’ fees incurred in such action and allcosts and expenses incurred in connection therewith in accordance withParagraph 8.02.

 

**ARTICLE V**

 

**COVENANTNOT TO COMPETE**

 

5.01 **Noncompete.**  At no time during the term of this Agreementand for a period of one year immediately following the termination of Executive’semployment (whether voluntary or involuntary), will Executive:

 

(a) Acting on behalf of himself, anotherbusiness or competitor, call upon or communicate with or attempt to call uponor communicate with any customer or potential or prospective customer ofMakeMusic! with whom Executive (or other employees of MakeMusic! under hissupervision), during the 12 months prior to his termination, had contact, forthe purpose (either directly or indirectly) of soliciting, selling or buyingany services, merchandise or products similar to or competitive with theservices, merchandise or products sold or purchased by MakeMusic!; and

 

(b) Without the prior written consent ofMakeMusic!, directly or indirectly render any services, advice or counsel as anowner, employee, representative,  agent,independent contractor, consultant or in any other capacity, for any thirdparty, if the rendering of such services, advice or counsel involves, mayinvolve, requires or is likely to result in the use or disclosure by Executiveof any Confidential Information.

 

5.02**IrreparableHarm.**  The partiesacknowledge that MakeMusic! will suffer irreparable harm if Executive breachesParagraph 5.01.  Accordingly, MakeMusic!shall be entitled, in addition to any other right and remedy it may have, atlaw or equity, to a temporary restraining order and/or

 

 

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injunction, without the postingof a bond or other security, enjoining or restraining Executive from anyviolation of Paragraph 5.01, and Executive hereby consents to MakeMusic!’sright to seek the issuance of such injunction. If MakeMusic! institutes any such action against Executive, alone or inconjunction with any third party or parties to enforce any terms or provisionsof Paragraph 5.01, then the party that prevails in such action shall be entitledto receive from the opposing party (or parties) in the action the prevailingparty’s reasonable attorneys’ fees incurred in such action and all costs andexpenses incurred in connection therewith in accordance with Paragraph 8.02.

 

5.03**Limit toExtent Enforceable.**  Inthe event that a court of competent jurisdiction determines that any of theprovisions of Paragraph 5.01 are unreasonable, it may limit such provision tothe extent it deems reasonable, without declaring the provision or Paragraph5.01 invalid in its entirety.  Thisprovision shall not be construed as an admission by MakeMusic!, but is onlyincluded to provide MakeMusic! with the maximum possible protection for itsbusiness, Confidential Information, trade secrets and data, consistent with theright of Executive to earn a livelihood subsequent to the termination of hisemployment.

 

5.04 **Understandings**.  Executive acknowledges and agrees thatMakeMusic! informed him that the restrictive covenants contained in thisAgreement would be required as part of the terms and conditions of hisemployment under this Agreement, that he signed and returned this Agreement toMakeMusic! prior to commencing employment under this Agreement, he hascarefully considered the restrictions contained in this Agreement and that theyare reasonable, and the restrictions in this Agreement will not unduly restricthim in securing other employment in the event of his termination fromMakeMusic!.

 

**ARTICLE VI**

 

**INVENTIONS**

 

6.01**Disclosure.**  Executive shall promptly and fully discloseto MakeMusic! and will hold in trust for MakeMusic!’s sole right and benefit,any Invention which Executive, during the period of his employment, makes,conceives, or reduces to practice or causes to be made, conceived, or reducedto practice either alone or in conjunction with others that:

 

(a) Relates to any subject matter pertainingto Executive’s employment;

 

(b) Relates to or is directly or indirectlyconnected with the business, products, projects, or Confidential Information ofMakeMusic!; or

 

(c) Involves the use of any time, material orfacility of MakeMusic!.

 

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6.02 **Assignmentof Ownership.**  Executivehereby assigns to MakeMusic! all of Executive’s right, title, and interest inand to all such Inventions as described in Paragraph 6.01 and, upon MakeMusic!’srequest, Executive shall execute, verify, and deliver to MakeMusic! suchdocuments including, without limitation, assignments and applications forLetters Patent, and shall perform such other acts, including, withoutlimitation, appearing as a witness in any action brought in connection withthis Agreement that is necessary to enable MakeMusic! to obtain the sole right,title, and benefit to all such Inventions.

 

6.03**ExcludedInventions.**  It is furtheragreed, and Executive is hereby so notified, that the above agreement to assignInventions to MakeMusic! does not apply to any invention for which noequipment, supplies, facility or Confidential Information of MakeMusic! wasused, which was developed entirely on Executive’s own time, and

 

(a) Which doesnot relate:

 

(i) Directly to the businesses of MakeMusic!;or

 

(ii) To MakeMusic!’s actual or demonstrablyanticipated  research or development; or

 

(b) Which doesnot result from any work performed by Executive for MakeMusic!.

 

6.04**PriorInventions.**  Attached tothis Agreement and initialed by both parties is a list of all of theInventions, by description, if any, in which Executive possesses any right,title, or interest prior to this employment and the execution of thisAgreement, which are not subject to the terms of this Agreement.

 

6.05**SpecificPerformance; Attorney Fees.** Executive expressly acknowledges and agrees that any violation of anyterms of Paragraphs 6.01 or 6.02 may result in the issuance of a temporaryrestraining order and/or injunction against Executive to effect specificperformance of the terms of Paragraphs 6.01 or 6.02.  If MakeMusic! institutes any action againstExecutive, alone or in conjunction with any third party or parties, to enforceany term or provision of Paragraphs 6.01 or 6.02, then the party that prevailsin such action shall be entitled to receive from the opposing party (orparties) in the action the prevailing party’s reasonable attorneys’ fees incurredin such action and all costs and expenses incurred in connection therewith inaccordance with Paragraph 8.02.

 

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**ARTICLE VII**

 

**ARBITRATION**

 

7.01**Agreementto Arbitrate.**  With theexception of MakeMusic!’s rights to seek injunctive relief in connection withbreaches by Executive of Paragraphs 4.02, 4.03, 5.01 and/or 6.01 or 6.02 ofthis Agreement, all disputes or claims arising out of or in any way relating tothis Agreement, including the making of this Agreement, shall be submitted toand determined by final and binding arbitration before the American ArbitrationAssociation (“AAA”) under the AAA’s National Rules for the Resolution ofEmployment Disputes.  The award of thearbitrator(s), or a majority of them, shall be final and judgment upon suchaward may be entered in any court of competent jurisdiction.  This arbitration provision shall continue infull force and effect after Executive’s termination of employment under thisAgreement.

 

7.02**Discovery.**  In addition to any other procedures providedfor under the rules of the NASD or the AAA, upon written request, each partyshall, at least 14 days prior to the date of any hearing, provide to theopposite party a copy of all documents relevant to the issues raised by anyclaim or counterclaim and a list of all witnesses to be called by that party atthe hearing and each party shall be permitted to take one deposition at least14 days prior to any hearing.

 

7.03**Costs.**  The costs of proceedings under Article VIIshall be paid in accordance with the provisions of Article VIII below.

 

**ARTICLEVIII**

 

**CERTAINMAKEMUSIC! REMEDIES**

 

8.01**CertainMakeMusic! Remedies**.  Theparties acknowledge that MakeMusic! will suffer irreparable harm if theExecutive breaches Paragraphs 4.02, 4.03, 5.01 and/or 6.01 or 6.02 of thisAgreement.  Accordingly, MakeMusic! shallbe entitled to seek any right or remedy it may have, under this Agreement orotherwise, at law or equity, including but not limited to, an injunction,enjoining or restraining Executive from any violation of Paragraphs 4.02, 4.03,5.01 and/or 6.01 or 6.02 of this Agreement.

 

8.02**Paymentof Fees and Expenses.**  Ifany party initiates or becomes a party to a formal proceeding in law or equity,or under Article VII, involving this Agreement, and if either party obtains asubstantial portion of the relief requested by that party (the “prevailingparty”), then the non-prevailing party shall pay all of its and the prevailingparty’s reasonable costs and expenses, including reasonable attorneys’ fees andexpenses, incurred with respect to such proceeding.  If neither party obtains a substantialportion of the relief requested each shall bear its/his own expenses.  In the event Executive is terminated pursuantto Paragraph 3.01 (c) and determines to challenge MakeMusic!’s determination ofcause, MakeMusic! and Executive shall each bear its/his own expenses inconnection with any proceeding initiated by Executive with respect to thedetermination as to “Cause”.

 

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**ARTICLE IX**

 

**INDEMNIFICATION**

 

9.01**Indemnification.**  As to acts or omissions of Executive whichare within the scope of Executive’s authority as an officer, director, oremployee of MakeMusic! and/or any affiliate of MakeMusic!, MakeMusic! shallindemnify Executive, and his legal representatives and heirs, to the maximumextent permitted by Minnesota law.

 

**ARTICLE X**

 

**MISCELLANEOUS**

 

10.01 **Survivalof Provisions.**  Theparties agree that Articles 4 – 10 of this Agreement shall survive terminationof this Agreement and termination of Executive’s employment for any reason.

 

10.02**GoverningLaw.**  This Agreement shallbe governed according to the laws of the State of Minnesota.

 

10.03**Successors.**  This Agreement is personal to Executive andExecutive may not assign or transfer any part of his rights or dutieshereunder, or any compensation due to him hereunder, to any other person.  This Agreement may be assigned byMakeMusic!.  This Agreement is binding onany successors or assigns of MakeMusic!.

 

10.04**Waiver.**  The waiver by any party of the breach ornonperformance of any provision of this Agreement by any other party will notoperate or be construed as a waiver of any future breach or nonperformanceunder any provision of this Agreement or any similar agreement with any otheremployee.

 

10.05**Notices.**  Any and all notices referred to herein shallbe deemed properly given only if in writing and delivered personally or sentpostage prepaid, by certified mail, return receipt requested, as follows:

 

(a) To MakeMusic! by notice to each member ofMakeMusic!’s Board of Directors.

 

(b) To Executive at his home address as itthen appears on the records of MakeMusic!, it being the duty of the Executiveto keep MakeMusic! informed of his current home address at all times.

 

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The date on which notice to MakeMusic! or Executive shall be deemed tohave been given if mailed as provided above shall be the date on the certifiedmail return receipt.  Personal deliveryto Executive shall be deemed to have occurred on the date notice was deliveredto Executive personally or deposited in a mail box or slot or left withsecurity or administrative personnel, at Executive’s residence by arepresentative of MakeMusic! or any messenger or delivery service.

 

10.06**Term.**  This Agreement shall be effective from June9, 2004, to and including June 9, 2005 at which time the Agreement andExecutive’s employment with MakeMusic! will be automatically renewed for a consecutiveone-year term, unless Executive’s employment is terminated pursuant to ArticleIII or the parties have negotiated a new or amended employment agreement oreither party has provided the other with written notice 90 days prior to thetermination of the term.

** **

10.07**Modification.**  This Agreement supersedes any and all priororal and written understandings, if any, between the parties relating to thesubject matter of this Agreement. This Agreement sets forth the entireunderstandings and agreements between the parties and is the complete andexclusive statement of the terms and conditions thereof, that there are noother written or oral agreements in regard to the subject matter of thisAgreement other than those agreements, plans, programs and policies expresslyreferred to herein.  This Agreement shallnot be changed or modified except by a written document signed by the partieshereto.

 

IN WITNESS WHEREOF, the partieshave hereunto set their hands as of the date written above.

 

 

 
| MAKEMUSIC!,  INC.                                                          |
|----------------------------------------------------------------------------|
|                                                                       |
| By                                                                         | /s/Ben K.  Whitney |   |
|                                                                       |
| Ben Whitney                                                                |
|                                                                       |
| Its: Chair  Compensation Committee of MakeMusic!’s Board of Directors |
|                                                                       |
| - and -                                                                    |
|                                                                       |
| EXECUTIVE                                                                  |
|                                                                       |
|                                                                       |
| /s/ William  R. Wolff                                                      |   |
|                                                                       |   |
| Bill Wolff                                                                 |   |
|                                                                            |  |  |  |

 

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