WEBCASTING LICENSE AGREEMENT

WEBCASTING TRANSMISSION LICENSE AGREEMENT

This Webcasting Transmission License Agreement ("Agreement"), dated as

of December 20, 1999, is made by and between XYZ Recording Company with its

principal offices at 9348 ......... Center Drive, ......... ........., ......... 90210,

("Licensor"), and YYY, Inc., with its principal offices at 17835

......... Boulevard, ......... 310, ........., ......... 91316 ("Licensee").

WHEREAS, Licensee operates the Web Site that digitally transmits sound

recordings to the public;

WHEREAS, Licensee wishes to obtain a license for certain transmissions

of sound recordings on the Web Site;

WHEREAS, Licensee has agreed to pay a royalty and provide certain

additional consideration for such license, and Licensor and Licensee have agreed

upon such consideration and other terms, which are reflected in this Agreement;

NOW, THEREFORE, and in consideration of the mutual promises contained

in this Agreement and for other good and valuable consideration, including the

consideration provided by Licensee in Section 3, the adequacy and sufficiency of

which are hereby acknowledged, the parties hereby agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means information submitted to Licensor

pursuant to Section 5.1, 5.2, 5.3 or 5.4.

1.2 "Excerpt" means a "Sample" (as defined in the Audio Sample License

Agreement between Licensor and Licensee of even date herewith) where no

more than 30 seconds thereof may be accessed by the Web Site User.

1.3 "First Transmission Date" means the date on which the Licensee makes the

first Payable Transmission of a sound recording in the Repertory.

1.4 "License Fee Report" means a report required by Section 5.

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1.5 "Payable Transmission" means each instance in which any portion of a

sound recording of a musical work in the Repertory other than an Excerpt

is delivered to a Web Site User via Web Site Transmissions (e.g., the

delivery of any portion of a single track from a compact disc to one

listener).

1.6 "Payable Transmission Rate" means the following: [***]*.

1.7 "Repertory" consists of all copyrighted sound recordings, including sound

recordings created during the term of this Agreement, in which Licensor

has or will have during the term of this Agreement the right to license

transmissions.

1.8 "Sound recordings" means such term as it is defined in Section 17 U.S.C.

Section 101.

1.9 "Territory" means the United States, its territories, commonwealths and

possessions.

1.10 "Web Site" means any Internet site or Internet sites which are: (a)(i)

majority-owned or wholly-owned or controlled by Licensee; and (ii)

wholly-programmed and operated by Licensee; or (b)(i) operated and

managed by Licensee and (ii) subject to comprehensive written web site

agreements between Licensee and recording artists (or such recording

artist's furnishing companies) ("Artists") of the type which Licensee

typically enters into with recording artists as of the date hereof;

provided, that such Artists are recording artists then-currently signed

to exclusive recording agreements with Licensor.

1.11 "Web Site Transmissions" means all digital audio transmissions to Web

Site Users from or through the Web Site of stations on the Web Site

created by Web Site Users in accordance with the parameters set out in

Exhibit A ("Web Site User Stations"), and does not include digital audio

transmissions made by any other means.

1.12 "Web Site Users" means all those who access the Web Site solely for

personal consumer use.

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* Confidential treatment has been requested for the bracketed portion. The

confidential redacted portion has been omitted and filed separately with the

Securities and Exchange Commission.

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2. GRANT OF LICENSE

2.1 Licensor hereby grants to Licensee, during the term of this Agreement,

subject to the limitations set forth below, a limited nonexclusive

license to (a) transmit publicly any or all of the sound recordings in

the Repertory, within the Territory, by means of Web Site Transmissions

and (b) exhibit within the Territory album cover art in postage stamp

size adjacent to artist, album title and sound recording title

information with respect to a sound recording being transmitted pursuant

to this Agreement on the Web Site; provided, in each case, that (i)

Licensee complies with Section 17 U.S.C. 114(d)(2)(c)(i) and Section 17

U.S.C. Section 1101 and all of the terms and conditions of this Agreement

and (ii) the Web Site Transmissions comply with all non-financial terms

negotiated or determined by the Copyright Arbitration Royalty Panel

pursuant to Section 17 U.S.C. Section 114(f). [***]*.

2.2 Nothing in this Agreement authorizes Licensee to grant to any other

person or entity (including without limitation any Web Site User or any

operator of another Web site), any right to reproduce by any means,

method or process whatsoever, now known or hereafter developed, any of

the sound recordings in the Repertory, including, but not limited to,

transferring or downloading any such sound recordings to a computer hard

drive, or otherwise copying the sound recording onto any other storage

medium.

2.3 Nothing in this Agreement authorizes Licensee to grant to any person or

entity (including without limitation any Web Site User or any operator of

another Web site) any right to transmit publicly, by means of digital

transmission or otherwise, any of the sound recordings in the Repertory.

2.4 The licenses granted in this Agreement extend only to Licensee and the

Web Site. This Agreement grants no rights to Licensee other than those

expressly granted herein. Without limiting the generality of the

foregoing, this Agreement does not grant to Licensee (a) any copyright

interest in any sound recording; (b) any rights outside the Territory;

Licensor or any other person.

2.5 Licensor represents and warrants to Licensee that it has the rights

necessary to grant the licenses and other rights granted under this

Agreement and will defend, indemnify and hold harmless Licensee its

parent, subsidiaries or affiliates and their directors, officers,

employees and agents from and against any and all claims, actions,

liabilities, losses, damages, costs or expenses (whether direct or

indirect, by contract, in tort, by operation of law or otherwise)

incurred by or asserted or awarded against Licensee arising out of or in

connection with a breach of any representation, warranty or covenant

hereunder or any failure of Licensor to have the rights granted to

Licensee pursuant to this Agreement.

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* Confidential treatment has been requested for the bracketed portion. The

confidential redacted portion has been omitted and filed separately with the

Securities and Exchange Commission.

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3. LICENSE FEES AND OTHER CONSIDERATION

3.1 [***]*, Licensee shall pay Licensor, for the license granted in Section

2.1, an amount equal to [***]*.

3.2 Licensee shall pay a finance charge of [***]* per month, or the maximum

rate permitted by law, whichever is less, from the date due, on any

required payment that is not made on or before its due date, without

prejudice to any other rights Licensor may have in connection with such

delinquency.

3.3 During the term of this Agreement, Licensee shall, within a reasonable

time after Licensor's written request setting forth the applicable IP

address, provide direct links, from the location on the Web Site where

artist, album title, and sound recording title information for each sound

recording is provided, (which shall be the same location on such Web Site

where Web Site Users access the transmission of such sound recording), to

one or more Web sites that provide for direct sales of substantially all

the sound recordings transmitted by Licensee on the Web Site, except to

the extent that such sales are conducted directly by Licensee from the

Web Site. In addition, at the option of Licensor, Licensee shall, within

a reasonable time after Licensor's written request setting forth the

applicable IP address, provide reasonably prominent "above the fold"

direct links from the location on the Web Site where information

regarding a particular recording artist is provided, (which shall be the

same location on such Web Site where Web Site Users access the

transmission of sound recordings), to a Web site operated by Licensor

relating to the relevant recording artist.

3.4 During the term of this Agreement, Licensee shall post an announcement on

the Web Site, in form and substance satisfactory to Licensor, concerning

the license limitations contained in Sections 2.2, 2.3, and 2.4, and, if

requested by Licensor, include a click wrap agreement in form and

substance satisfactory to Licensor, for acknowledgement by Web Site

Users.

4. TERM

4.1 The term of this Agreement commences on the First Transmission Date and

ends on December 31, 2001, unless earlier terminated pursuant to this

Section 4 or Section 8.

4.2 Either party may terminate this Agreement as to the other party if, at

any time, such other party shall file in any court or agency pursuant to

any statute or regulation of any state or country, a petition in

bankruptcy or insolvency or for reorganization or for an arrangement

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* Confidential treatment has been requested for the bracketed portion. The

confidential redacted portion has been omitted and filed separately with the

Securities and Exchange Commission.

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or for the appointment of a receiver or trustee of the party or of its

assets, or if such other party proposes a written agreement of

composition or extension of its debts, or if such other party shall be

served with an involuntary petition against it, filed in any insolvency

proceeding, and such petition shall not be dismissed within sixty (60)

days after the filing thereof, or if such other party shall propose or be

a party to any dissolution or liquidation, or if such other party shall

make an assignment for the benefit of creditors.

4.3 If technology becomes widely available that permits Web Site Users to

create a separate, complete and usable copy of sound recordings

transmitted by Licensee, then Licensee, upon notice from Licensor or

otherwise obtaining information as to the existence of such technology,

shall make all commercial efforts to prevent the use of such technology

by Web Site Users. Licensee shall also implement technical protection

measures, if available, to prevent the use of such technology by Web Site

Users. In the event that such commercial efforts and technical measures

fail to prevent Web Site Users from using such technology, then the

Payable Transmission Rate shall no longer apply and the parties shall

immediately enter into good faith negotiations to determine an

appropriate increased Payable Transmission Rate.

4.4 Licensor may terminate this Agreement if Licensee transmits sound

recordings using multicast technology and fails to maintain a control

connection or other mechanism with Web Site Users that permits Licensee

to count reliably the number of Payable Transmissions so that Licensor

may reliably audit such count pursuant to Section 6.

5. LICENSE FEE REPORTS

5.1 Licensee shall submit a quarterly License Fee Report to Licensor for each

quarterly period during the term of this Agreement, by the twentieth day

of the following quarter. Licensee and Licensor shall mutually agree upon

a form of License Fee Report within sixty (60) days following the date of

this Agreement. Such License Fee Report shall provide reasonably detailed

information as to the number of Payable Transmissions during such

quarterly period and shall be certified to be accurate by an officer of

Licensee.

5.2 During the term of this Agreement, Licensee shall provide Licensor with

weekly reports, by the tenth day after the end of each week, regarding

the sound recordings accessed by Web Sites Users during the preceding

week. Such reports shall be in a form to be mutually agreed upon by

Licensor and Licensee within sixty (60) days following the date of this

Agreement. Such reports shall include information as to use by title;

artist; album; label; catalogue number; UPC Code (by December 31, 1999);

release date; ISRC code (when available); number of playing dates and

times of transmission; duration of sound recording; and such additional

information as Licensor reasonably requests; provided that such requests

shall not be effective in less than sixty (60) days from the date of the

request. In the event Licensee incurs additional actual out-of-pocket

costs as a result of furnishing such additional information, such

reasonable costs will be deducted from license fees payable for the

relevant period(s).

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5.3 During the term of this Agreement, Licensee agrees to submit such

additional information as may be required under applicable rules and

regulations of the Copyright Office, including without limitation 37

C.F.R. Section 201.36.

6. VERIFICATION OF LICENSE FEE REPORTS AND OTHER REPORTS

6.1 Licensor shall have the right to examine Licensee's books and records,

and Licensee agrees to obtain for Licensor the right to examine the books

and records of any partner in, or co-publisher of, the Web Site, in order

to verify any report required by this Agreement. Licensor may exercise

this right no more than once per calendar year. Licensor shall give

Licensee thirty (30) days' notice of its intention to conduct an

examination. Licensee agrees to furnish all pertinent books and records,

including electronic records, to Licensor's authorized representatives,

during customary business hours. Such books and records shall be kept by

Licensee in accordance with Generally Accepted Accounting Principles and

shall be retained for at least three (3) years following expiration of

the term of this Agreement. Notwithstanding the foregoing, Licensee shall

not be required to provide Licensor with the access provided in this

Section 6.1 if in the preceding twelve (12) months the Licensee's

independent auditor has completed and signed an audit report for an audit

that addresses all of the information that would have been requested by

and made available to Licensor, in which event Licensee shall provide to

Licensor the audit report, work papers and other information provided to

such auditor.

6.2 Licensee agrees to provide a third-party contractor selected by Licensor

(unless Licensee identifies a conflict of interest or other material fact

that should disqualify the contractor) with such reasonable additional

information and reasonable access to Licensee's premises and equipment,

and to cooperate with such contractor in making any inquiries of Licensee

and third parties who provided products or services to Licensee, as shall

reasonably be required for Licensor to verify the accuracy and

completeness of the Licensee Fee Reports provided under Section 5,

including without limitation Sections 5.1 and 5.2.

6.3 Expenses for any examination conducted by Licensor under Sections 6.1 and

6.2 shall be paid by Licensor unless such examination results in a

determination by the auditor conducting such examination that Licensee's

actual payments for the period examined were more than [***]* below the

payments required under this Agreement, in which case Licensee shall pay

the costs of the audit.

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* Confidential treatment has been requested for the bracketed portion. The

confidential redacted portion has been omitted and filed separately with the

Securities and Exchange Commission.

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6.4 The exercise by Licensor of any rights under this Section 6 shall not

prejudice any other rights or remedies of Licensor, including any other

rights of Licensor to dispute any amounts owed to Licensor under this

Agreement.

7 CONFIDENTIALITY

7.1 Licensor shall provide access to Confidential Information only to its own

employees, employees of its constituent companies and to an independent

and qualified auditor retained by Licensor with respect to the

verification of license fee payments.

7.2 Licensor shall not disclose or make any use of the Confidential

Information except as permitted in Section 7.1 or as required by law. In

the event Licensor believes it may be obligated by law to disclose any

Confidential Information, it shall advise Licensee and cooperate with

Licensee in seeking to limit the scope of such disclosure and making such

disclosure subject to a protective order or similar device designed to

maintain the confidentiality of the Confidential Information. Licensor

shall implement procedures designed to safeguard all Confidential

Information.

7.3 Except as may be required by any law, statute, or governmental rule or

regulation, neither party shall provide this Agreement, or disclose any

of the terms and rates contained in this Agreement, to any person or

entity without the prior written consent of the other party.

7.4 Neither party shall issue any press release or make any other public

statement regarding this Agreement or the transactions contemplated

herein without the prior written consent of the other party.

8. BREACH OR DEFAULT

If either party fails to perform any of the material terms or conditions

required of it by this Agreement, the non-breaching party may, at its option,

give the breaching party notice to cure such material breach or default. Such

notice shall describe the nature of such breach. If the breaching party does not

cure within ten (10) business days of any such notice, any further notice from

the non-breaching party, and any further transmissions shall be fully subject to

the copyright owners' rights under Section 17 U.S.C. Section 106(6), and the

remedies in Section 17 U.S.C. Section 501 et seq. No waiver by the breaching

party of full performance by the non-breaching party in any one or more

instances shall be a waiver of the right to require full and complete

performance of this Agreement thereafter or of the right to terminate this

Agreement in accordance with this Section 8.

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9. NOTICES

All notices and other communications between the parties hereto shall be in

writing and deemed received (i) when delivered in person; (ii) upon confirmed

transmission by facsimile device; or (iii) five (5) days after deposited in U.S.

mails, postage prepaid, certified or registered mail, addressed to the other

party at the address set forth below (or such other address as such other party

may supply by written notice):

Licensee: YYY, Inc.

17835 ......... Boulevard

......... 310

........., ......... 91316

Attn: Chief Financial Officer

with a copy to:

…………………… LLP

1900 Avenue of the Stars

25th Floor

Los Angeles, ......... 90067

Attn:

Licensor: XYZ Recording Company

9348 ......... Center Drive

......... ........., ......... 90210

Attn: Vice Chairman and General Counsel

10. MISCELLANEOUS

10.1 This Agreement shall be governed by, and construed in accordance with,

the laws of the State of New York (without giving effect to conflicts of

law principles thereof).

10.2 The remedies provided herein shall be cumulative and shall not preclude

assertion by any party hereto of any other rights or the seeking of any

other remedies against the other party hereto. No failure to exercise and

no delay in exercising any right, power or privilege granted under this

Agreement shall operate as a waiver of such right, power or privilege. No

single or partial exercise of any right, power or privilege granted under

this Agreement shall preclude any other or further exercise thereof or

the exercise of any other right, power or privilege.

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10.3 Whenever possible, each provision of this Agreement shall be interpreted

in such a manner as to be effective and valid under applicable law, but

if any provision of this Agreement shall be prohibited by or invalid

under applicable law, such provisions shall be ineffective to the extent

of such prohibition or invalidity, without invalidating the remainder of

such provision or the remaining provisions of this Agreement.

10.4 This Agreement may be modified or amended only by a writing signed by

Licensor and Licensee.

10.5 This Agreement expresses the entire understanding of the parties and

supersedes all prior and contemporaneous agreements and undertakings of

the parties with respect to the subject matter hereof.

10.6 Except as otherwise provided in Section 6.3, each party will pay all of

its own expenses, including attorneys' fees incurred in connection with

the negotiation of this Agreement, and the performance of its obligations

hereunder.

10.7 Licensor and Licensee agree that all obligations of clearance, payment or

attribution to third parties, if any, including music publishers to the

extent necessary, union funds and performing rights societies, shall be

solely the responsibility of Licensee, including but not limited to

payment for use of the musical compositions embodied in sound recordings,

if any, and for any liabilities associated with such use.

10.8 This Agreement may be executed in counterparts and by facsimile

signature, each of which shall be deemed to be an original but which

taken together shall constitute one agreement.

10.9 Except as otherwise expressly provided herein, this Agreement and the

rights hereunder shall not be assignable or transferable by either party

without the prior written consent of the other party; provided, however,

that either party hereto may assign its rights to any parent or

subsidiary, or any entity that acquires substantially all of the stock or

assets of such party in which case such assignee shall assume all

obligations and rights of such party under this Agreement.

10.10 This Agreement shall not be construed to create a partnership, joint

venture, agency or other legal relationship between the parties, or to

form any other legal entity.

10.11 The titles used in this Agreement are used for convenience only and are

not to be considered in construing or interpreting this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the

date first above written.

XYZ RECORDING COMPANY YYY, INC.

By: /s/ By: /s/

------------------------- -----------------------------------------

Title: Co-Chief Executive Officer Title: President and Chief Operating Officer

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EXHIBIT A

OPERATING RESTRICTIONS

The following parameters shall apply to transmissions licensed pursuant to this

Agreement:

1. The Web Site Transmissions shall be streamed only and shall be streamed

[***]*.

2. Except as may be mutually agreed between Licensor and Licensee in writing,

the Web Site Transmissions shall comport with such parameters so that they would

be subject to statutory licensing pursuant to Paragraph 2, Subsection d, Section

114 of title 17, United States Code (the "Digital Millennium Copyright Act").

END OF EXHIBIT

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* Confidential treatment has been requested for the bracketed portion. The

confidential redacted portion has been omitted and filed separately with the

Securities and Exchange Commission.