This License Agreement is entered into by and between sneakyMusic.com, Inc. ("sMI") and any person or entity ("Licensee") that uses any music owned by sneakyMusic.com, Inc. ("sMI Music") for any authorized use described below (a "Project"). Licensee agrees to the following terms and conditions:

   1.     Authorized Uses. Licensee shall have the worldwide, non-exclusive, non-assignable, non-divisible right for the unlimited use of the sMI Music only in synchronization or mechanical reproduction with other audio or visual elements added by Licensee for broadcast or non-broadcast purposes. sMI Music cannot be duplicated by itself in whole or in part, and resold, licensed, leased or in any other way used or transferred to any other party without the express prior written permission of sMI. Notwithstanding the foregoing, Licensee may make duplicate copies of the licensed music as necessary for Licensee to use the licensed sMI Music in Licensee's Project.

  2.    Payment to sMI.

      (a)  Royalty. Licensee agrees to pay sMI a License fee of a percentage of the gross revenue of Licensee's Project, as follows: For every 10 seconds or fraction thereof of sMI Music used in the Project, the Licensee shall pay one-quarter of one percent (.25%) to sMI, with a maximum of three percent (3%) of gross revenue. (Consistent with the foregoing, for Projects producing no gross revenue, there shall be no fee.) Licensee must pay to sMI any amounts due at the end of each calendar quarter, beginning with the first quarter in which any gross revenue is earned by Licensee. Licensee shall provide sMI with an accounting of Licensee's quarterly gross revenues with each such payment.

      (b)  Flat Fee. In the event Licensee desires to avoid a royalty payment based on a percentage of gross Revenue, Licensee may contact sMI to negotiate a Flat Fee for the License granted hereby. For this option, please contact sMI and fix a mutually agreed upon flat fee before using any sMI Music.

  3.    Licensee shall provide sMI with the following information:

      (a)  Information about Licensee, including the name of the person or entity who is the Licensee, the address and email address of the Licensee, the Licensee's relationship to the Project (i.e., producer, director, etc.);

      (b)  Information about the sMI Music used, including the name of each piece of sMI Music used (i.e., Techno/electronica #1), and the approximate length in time of total sMI Music used in the Project;

      (c)  Information about the Project, including the name of the Project (if applicable), the nature of the Project (i.e., full length film, short film, commercial, student project, corporate video), the approximate time of the Project, and generally the expected use and distribution of the Project.

  4.    Licensee shall in a timely manner provide sMI with a copy of the finished Project in any commercially reasonable format. Such copy shall be sent to sneakyMusic.com, Inc. 28391 Via Mondano, San Juan Capistrano, CA 92675, or by e-mail to ron@sneakymusic.com.

  5.    Credit Given to sMI when Possible. If possible (and in all Projects in which any credits are given), Licensee shall give credit to sMI in substantially the following format: "Original Music by sneakyMusic.com TM"

  6.    sMI warrants that it is the holder of the copyright in the Music and has full power and authority to enter into this License and to grant Licensee the permission accorded under this License.

  7.    This Agreement shall be governed by and construed in accordance with the laws of the State of California and the United States of America. Any action arising out of this Agreement or any unauthorized or improper use of sMI Music shall be filed in the appropriate court in Orange County, California. The Parties hereto consent to in personam jurisdiction in the courts of Orange County, California.

  8.    This agreement inures to the successors and assigns of the Licensee. Should the Licensee sell or assign or transfer the product using the sMI Music, all rights of sMI under this agreement shall flow to the assignee or transferor.

  9.    All modifications to this agreement must be in writing.