LICENSE AND ASSIGNMENT AGREEMENT THIS LICENSE and ASSIGNMENT AGREEMENT made and entered into as of the 21st day of August, 2009, by and between Lecia L. Walker and Original Source Entertainment, Inc. ("Entertainment") a Nevada corporation, with...

LICENSE AND ASSIGNMENT AGREEMENT

THIS LICENSE and ASSIGNMENT AGREEMENT made and entered into as of

the 21st day of August, 2009, by and between Xxxxx X. Xxxxxx and

Original Source Entertainment, Inc. ("Entertainment") a Nevada

corporation, with offices located at 0000 Xxxxx Xx Xxxxx #000,

Xxxxxxxxx, Xxxxxxxx 00000, (together the "Parties").

W I T N E S S E T H

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

WHEREAS, Xxxxx X. Xxxxxx has developed a certain Business Concept,

("Business Concept") under Original Source Music and various other DBA

names including Original Source Publishing (ASCAP), Dishy Publishing

(BMI), and The Dish Publishing (SESAC) and as a result, and as of the

date of this Agreement, has placed over 1191 songs under a Right To

License Assignment ( a list of such songs attached hereto and made a

part of this Agreement) from various recording artists, developed

certain methods of operating and marketing the Business Concept

including, but not limited to methods of selling, marketing,

advertising, art and design concepts, forms, printing, agreements and

other items relating to the Business Concept all herein collectively

called Intellectual Property ("Intellectual Property".) A part of the

Business concept is the method of marketing the songs which are under

contract, to various possible clients, including television and film

studios.

WHEREAS, Xxxxx X. Xxxxxx has filed, or may file, for the certain

Registered Trademarks and certain copyrighted material, pertaining to

the Business Concept (as hereinafter defined) and has used and currently

is using, the Trade Xxxx(s) and copyrighted materials in commerce and

WHEREAS, Entertainment desires to acquire License and Assignment of

the Business Concept along with the Intellectual Property, including any

related Trade Marks, when or if applied for and received, copyrighted

materials and all aspects of the Business Concept and Xxxxx X. Xxxxxx

desires to grant the License and Assignment to Entertainment the

Business Concept along with the exclusive right and related Intellectual

Property, Trade Marks, when or if applied for and when received,

copyrighted materials and all aspects of the Business Concept, including

the List of Songs Under Publication Rights and

Whereas the following definitions shall apply:

"Agreement" means this License and Assignment Agreement.

"Business Concept" means the overall description of the business

thus far created by Xxxxx X. Xxxxxx under the name Original Source

Music, Dishy Publishing (BMI), Original Source Publishing (ASCAP), and

The Dish Publishing (SESAC), using and including, the Trade Marks,

Copyrighted Materials, Trade Secrets, Intellectual Property, and web

sites, and including the List of Songs Under Publication Rights, thus

creating a viable business.

"Trademark(s)" "Licensed Marks" and "Copyright(s)" means any work

containing Trade Marks that Xxxxx X. Xxxxxx has or will apply for

pertaining to the Business Concept, and/or copyrightable subject matter

that Xxxxx X. Xxxxxx owns or has the right to license to others that

relates to the Business, including without limitation works registered

with the Copyright Office of the United States or any foreign country or

works for which an application to register the work with the Copyright

Office of the United States or any foreign country has been filed. It

is understood that Xxxxx X. Xxxxxx may file for additional

<PAGE>2

Trademarks pertaining to the Business Concept in the future and that if

or when such trademarks are filed, such trademarks shall be included in

the Business Concept and shall automatically become a part of this

Agreement and therefore be licensed to Entertainment.

"Intellectual Property" means all of the methods of selling,

marketing, advertising, art and design concepts, forms, printing,

agreements, Trade Marks, copyrighted materials, websites and other items

and trade secrets relating to the Business Concept and improvements made

thereto or in the future.

"Trade Secrets" means all items described under "Intellectual

Property" which shall include all business methods developed by Xxxxx X.

Xxxxxx pertaining to the Business Concept, including methods of selling,

marketing, advertising, art and design concepts, websites, forms,

printing, agreements and other items relating to the Business Concept,

either existing now or developed in the future.

"Know-How" means the methods, skills, procedures, forms, and

operations developed by Xxxxx X. Xxxxxx as related to the Business

Concept including all items described above under Intellectual Property

and Trade Secrets that are known, possessed and used by Xxxxx X. Xxxxxx

as of the Effective Date of this Agreement and developed after the date

of this Agreement and that relate to the Business Concept.

"Marketing Materials" means the documents, forms and literature, and

websites, developed by Xxxxx X. Xxxxxx, for the purpose of contacting

musicians, contracting for their music, advertising to various

businesses, contracting with businesses for the use of the music, and

other uses relating to the Business Concept.

"Right To License Assignment" shall mean the Contract by which Xxxxx

X. Xxxxxx and any company by which she has been acting as a DBA, has

placed any particular song under an Agreement by which Xxxxx X. Xxxxxx

and any company by which she has been acting as a DBA has acquired the

"Rights To License Audio-Visual Synchronization and Master Use of a song

and by which gives her or her DBA the right to license to third parties

a non-exclusive right to synchronize the composition and the master

recordings in the soundtracks of specified theatrical motion pictures

and television programs for exploitation of same.

"List of Songs Under Publication Rights" or "Published Songs" means

all songs which have been placed under a publishing/licensing contract

by a company of which Xxxxx X. Xxxxxx has been acting as a DBA, up to

the date of this Agreement a list of which is attached hereto and made a

part of this Agreement.

"Subsidiary" means any corporation or other entity which is 100%

directly or indirectly owned by Entertainment.

"Affiliate" means any corporation or other entity which is at least 50%

owned by Entertainment.

"Subsidiary" means any subsidiary that is a wholly owned subsidiary of

Entertainment.

NOW, THEREFORE, in consideration of the premises and mutual agreements

contained herein, the parties hereto covenant and agree as follows:

<PAGE>3

ARTICLE 1

GRANT OF LICENSE

Upon the terms and conditions of this Agreement, Xxxxx X. Xxxxxx hereby

grants to Entertainment, for a period of ten (10) years from the date of

the signing of this Agreement, the sole and exclusive right and license

to use and develop the Business Concept, including Copyrights, Trade

Marks, if and when applied for by Xxxxx X. Xxxxxx, Intellectual Property

and Know-how, and the List of Songs Under Publication Rights, in

connection with developing and operating the Business Concept and on all

brand identifications, promotional material, publicity, sales,

advertising, web sites and similar media presently existing or that may

exist in the future, in connection solely with the creation, operation,

marketing, distribution, sale and advertising of the Business Concept.

ARTICLE 2

PERIOD OF GRANT OF LICENSE

This Grant of License shall be for a period of ten (10) years from the

date of this Agreement. At that time, providing all other terms of this

Agreement have been met, and at the discretion of the Board of Directors

of the Company, this Agreement may be renewed for another ten (10)

years.

ARTICLE 3

ASSIGNMENT FEE

For the grant of the License and Assignment of the Business Concept and

the use of the Intellectual Property, Trade Marks, Copyrighted Material,

Websites, Business and Know-How as described herein, and the assignment

of all List of Songs Under Publication rights, by Xxxxx X. Xxxxxx and

any company by which she operates as a DBA, Entertainment agrees to

Assign a total of Three Million (3,000,000) shares of the authorized

but unissued shares of Common Stock of Original Source Entertainment,

Inc., said shares to be fully paid and non-assessable.

It is understood that the shares so issued will not be registered and

shall be impressed with a legend similar to the following:

"The shares represented by this Certificate have not been registered

under the Securities Act of 1933 (the "Act"), and are "restricted

securities" as that term is defined in Rule 144 under the Act. The

shares may not be offered for sale, sold or otherwise transferred except

pursuant to an effective registration statement under the Act, or

pursuant to an exemption from registration under the Act, the

availability of which is to be established to the satisfaction of the

Company."

In addition, it is hereby agreed that for the License and Assignment as

so stated above, and for the period that that this License and

Assignment Agreement is in effect, Xxxxx X. Xxxxxx, at her discretion,

shall be appointed to the Board of Directors of the Company and shall

serve as an officer of the Company, and shall be employed by the Company

to serve in the capacity and for a remuneration so voted and set by the

Board of Directors of the Company.

<PAGE>4

ARTICLE 4

CONFIDENTIALITY

The Parties acknowledge that all non-public information relating to the

Business Concept and operations of Original Source Music, and

Entertainment, which they learn or have learned from the other during or

prior to the term of this Agreement is confidential. The Parties

acknowledge the need to preserve the confidentiality and secrecy of such

information and agree that, they shall not use or disclose same, and

shall take all reasonable steps to preserve in all respects such

confidentiality and secrecy, it being understood that a Party shall have

complied with the foregoing obligation if such Party understands at

least the same measures and precautions it uses to safeguard its own

confidential information. The provisions of this paragraph shall not

apply with respect to:

A. any information that is disclosed during the normal operation of

the Business Concept.

B. any information that is granted to a subsidiary of Entertainment

under an assignment of this Agreement.

C. any information that is generally available to the public other

than as a result of disclosure in violation of the foregoing;

D. any information that is required to be disclosed by judicial or

administrative order or required to be disclosed to enforce the terms

and conditions hereof.

The provisions of this paragraph shall survive the expiration or

termination of this Agreement.

ARTICLE 5

DOMAIN NAMES

Xxxxx X. Xxxxxx and/or any business that she is affiliated with, shall

not register any domain names incorporating any of the Business Concept

or the trade marks, if any, or any name or xxxx similar to the "Licensed

Marks", with any domain name registrar, without the express written

consent of Entertainment.

ARTICLE 6

INDEMNIFICATION

A. Entertainment agrees to defend, indemnify and hold harmless Xxxxx

X. Xxxxxx, and any company that does business under a DBA and their

principals, directors, officers, employees, and/or agents from and

against any and all liabilities, penalties, claims, demands, suits, and

causes of action of any nature whatsoever, whether groundless or

otherwise, and any and all damages, costs, and expenses sustained or

incurred (including cost of defense, settlement, and reasonable

attorneys' fees), asserted by or on behalf of any person or entity

arising out of the performance of Entertainment in use of the Business

Concept and/or Intellectual Property by Entertainment or under this

Agreement, or out of any breach of representation or warranty by

Entertainment, or out of the negligent acts or omissions or

Entertainment, its agents, representatives, and/or employees in

connection with the production, manufacture, distribution, use, offer

for sale, or sale of any Product and/or products and materials under the

Intellectual Property by Entertainment or under this Agreement. Further,

Entertainment must defend any such actions with counsel of its own

choosing. The provisions of this paragraph and Entertainment's

obligations hereunder shall survive the expiration or termination of

this Agreement.

<PAGE>5

B. Xxxxx X. Xxxxxx agrees to defend, indemnify and hold harmless

Entertainment, its principals, directors, officers, employees, and/or

agents from and against any and all liabilities, penalties, claims,

demands, suits, and causes of action of any nature whatsoever, whether

groundless or otherwise, and any and all damages, costs, and expenses

sustained or incurred (including cost of defense, settlement and

reasonable attorneys' fees), asserted by or on behalf of any person or

entity arising out of an allegation of superior rights by a third party

in and to the Business Concept or any part thereof. Further, Xxxxx X.

Xxxxxx may defend any such actions with counsel of her own choosing, has

the right to settle or compromise any such dispute or action when in her

sole judgment settlement or compromise is warranted, and has the sole

right to decide whether to appeal any adverse decision of a tribunal in

any action. The provisions of this paragraph and Entertainment's

obligations hereunder shall survive the expiration or termination of

this Agreement.

C. Xxxxx X. Xxxxxx will give Entertainment notice of any action,

claim, suit or proceeding in respect of which indemnification may be

sought and Entertainment shall defend such action, claim, suit or

proceeding on behalf of Xxxxx X. Xxxxxx. In the event appropriate action

is not taken by Entertainment within thirty (30) days after its receipt

of notice from Xxxxx X. Xxxxxx, then Xxxxx X. Xxxxxx shall have the

right, but not the obligation, to defend such action, claim, suit or

proceeding. Xxxxx X. Xxxxxx may, subject to Entertainment's indemnity

obligation under subparagraph A above, be represented by her own counsel

in any such action, claim, suit or proceeding. In any case, the Xxxxx X.

Xxxxxx and the Entertainment shall keep each other fully advised of all

developments and shall cooperate fully with each other in all respects

in connection with any such defense as is made. Nothing contained in

this paragraph shall be deemed to limit in any way the indemnification

provisions of the subparagraph A above except that in the event

appropriate action is being taken by Entertainment by counsel reasonably

acceptable to Xxxxx X. Xxxxxx, with respect to any not-trademark or

intellectual property, action, claim, suit or proceeding. Xxxxx X.

Xxxxxx shall not be permitted to seek indemnification from Entertainment

for attorneys' fees and expenses incurred without the consent of

Entertainment. In connection with the aforesaid actions, claims and

proceedings, the parties shall, where no conflict of interest exists,

seek to be represented by common reasonably acceptable counsel. In

connection with actions, claims or proceedings involving trademark or

other intellectual property matters which are subject to indemnification

hereunder, Xxxxx X. Xxxxxx shall at all times be entitled to be

represented by her own counsel, for whose reasonable fees and

disbursements she shall be entitled to indemnification hereunder.

ARTICLE 7

TRADE XXXX(S), BUSINESS CONCEPT, DOMAIN NAMES

Entertainment acknowledges that (i) Xxxxx X. Xxxxxx is, the owner of the

Business Concept, Intellectual Property, "Licensed Marks" pertaining to

the Business Concept, when and if applied for, and Domain names in the

Territory, and the List of Songs Under Publication Rights (ii) the

rights of Xxxxx X. Xxxxxx in the Business Concept, Intellectual

Property, "Licensed Marks" and Domain Names and the List of Songs Under

Publication Rights are valid and enforceable. Entertainment covenants

and agrees not to challenge Xxxxx X. Walkers' ownership of the Business

Concept, Intellectual Property, "Licensed Marks", and Domain Name and

List of Publication List of Songs Under Publication Rights.

<PAGE>6

Entertainment shall not attempt to acquire any ownership rights in the

Business Concept, Intellectual Property, "Licensed Marks" or Domain

Names and List of Songs Under Publication Rights or any other right

adverse to Xxxxx X. Walkers' interests in the Business Concept,

Intellectual Property, "Licensed Marks" or Domain Names and List of

Songs Under Publication Rights. Nothing herein shall be deemed,

intended, or implied to constitute a sale of any part of the Business

Concept, including the Intellectual Property, the "Licensed Marks" or

Domain Names and List of Songs Under Publication Rights to

Entertainment. Entertainment agrees that its use of the Business

Concept, Intellectual Property, "Licensed Marks" Domain Names and List

of Songs Under Publication Right under this Agreement shall inure to the

benefit of Xxxxx X. Xxxxxx, and this Agreement does not confer on

Entertainment any goodwill or ownership interest in the "Licensed Xxxx",

other than as implied by this Agreement.

Entertainment hereby covenants that it shall not: (i) use the "Licensed

Marks" pertaining to the Business Concept, if and when applied for and

received by Xxxxx X. Xxxxxx, in any way that may tend to impair their

validity as proprietary Trade Marks or service "Licensed Marks"; (ii)

take any action that would jeopardize or impair Xxxxx X. Xxxxxx'x

ownership of the "Licensed Marks" or the legality and/or enforceability

of the "Licensed Marks", or Xxxxx X. Xxxxxx'x right to use the "Licensed

Marks"; (iii) either directly or indirectly, apply for the registration

or renewal of registration of the "Licensed Marks" or any variation

thereon, or any trademark, service xxxx, domain name, or other matter

which contains or is similar to, the "Licensed Marks", without the prior

written consent of Xxxxx X. Xxxxxx; (iv) or attempt to register in any

jurisdiction, directly or indirectly, any trademarks, service marks,

domain name, or other matter containing or similar to any trademarks,

service marks, domain name, or name as to which Xxxxx X. Xxxxxx or their

Affiliates have any registration or proprietary rights; or (v) sub-

license any of the "Licensed Marks", except as permitted by this

Agreement.

Entertainment shall not join any name or names with the Licensed Xxxx(s)

so as to form a new xxxx, unless and until Xxxxx X. Xxxxxx consents

thereto in writing. Entertainment acknowledges the validity of the

Licensed Xxxx(s), the secondary meaning associated with the

<PAGE>7

Licensed Xxxx(s), and the rights of Xxxxx X. Xxxxxx with respect to the

Licensed Xxxx(s) in any form or embodiment thereof and the goodwill

attached or which shall become attached to the Licensed Xxxx(s) in

connection with the business and goods in relation to which the same has

been, is or shall be used. Sales by Entertainment and any Subsidiary of

Entertainment shall be deemed to have been made by Xxxxx X. Xxxxxx for

purposes of trademark registration and all uses of the Licensed Xxxx(s)

by Entertainment and or any Subsidiary of Entertainment shall inure to

the benefit of Xxxxx X. Xxxxxx. Entertainment shall not, at any time, do

or suffer to be done, any act or thing which may in any way adversely

affect any rights of Xxxxx X. Xxxxxx in and to the Licensed Xxxx(s) or

any registrations thereof or which, directly or indirectly, may reduce

the value of the Licensed Xxxx(s) or detract from its reputation.

Notwithstanding anything to the contrary contained herein, all uses of

the Licensed Xxxx(s), materials using or incorporating the Licensed

Xxxx(s) and items used in connection with the Licensed Xxxx(s) are

subject to Xxxxx X. Xxxxxx'x review and approval.

<PAGE>7

The "Licensed Xxxx(s)" may only be used under the License in the same

manner, including in the same style, typeface, and graphic appearance,

as supplied by Xxxxx X. Xxxxxx. Notwithstanding any other provision of

this Agreement, Entertainment may not combine the "Licensed Xxxx(s)"

with any other trademark or service xxxx (including any logo, design, or

symbol), domain name (except for the Domain Names), name, prefix or

suffix, or any other modifying word or term or matter without Xxxxx X.

Xxxxxx'x prior written approval.

Upon the expiration or termination of this Agreement for any reason,

Entertainment, except as specified below, will immediately discontinue

use of the Business Concept, including any part of the Business Concept,

the Licensed Marks, will not resume the use thereof or adopt any

colorable imitation of the Licensed Marks or any of its parts.

ARTICLE 8

INFRINGEMENT

Entertainment shall immediately notify Xxxxx X. Xxxxxx of any

unauthorized use and/or suspected infringement of the Business Concept,

Intellectual Property or Licensed Marks. Such notification on shall

include, without limitation, immediately forwarding to Xxxxx X. Xxxxxx

any and all documents relating to any such unauthorized use or suspected

infringement and providing Xxxxx X. Xxxxxx with any and all facts and

circumstances relating to such unauthorized use or suspected

infringement.

Xxxxx X. Xxxxxx shall have the primary, and in the first instance sole,

right to institute a suit for infringement, unfair competition, or other

action with respect to any unauthorized use or suspected infringement.

Xxxxx X. Xxxxxx shall have the sole discretion to determine how to

handle or otherwise deal with any infringement or unauthorized use of

the Intellectual Property, including the right to settle or otherwise

compromise any dispute or suit and shall promptly notify Entertainment

of its decision. Xxxxx X. Xxxxxx shall have no duty to initiate such

litigation if in its sole judgment such litigation is not wanted or is

not in its best interests.

Entertainment agrees that it shall, at all times, reasonably cooperate

with Xxxxx X. Xxxxxx and its counsel, with respect to any unauthorized

use or suspected or alleged infringements at Xxxxx X. Xxxxxx'x expense,

including, but not limited to, having Entertainment's principals,

directors, employees, officers, and/or agents testify, and making

available any records, papers, information, specimens, and the like when

requested by Xxxxx X. Xxxxxx. Entertainment may join and be represented

in, at its own expense by its own counsel, any proceeding relating to

any unauthorized use or suspected infringement to prow its own

interests.

If Xxxxx X. Xxxxxx decides in her discretion not to take any action with

respect to an unauthorized use or suspected infringement, then Xxxxx X.

Xxxxxx may, at her own option and sole expense, take such action on its

our behalf as she deems appropriate and any damages, recovery,

settlement, or compromise obtained thereby shall be for the account of

Entertainment.

Any damages and/or recovery received pursuant to such litigation or

settlement or compromises shall be the sole and exclusive property of

Xxxxx X. Xxxxxx.

<PAGE>8

ARTICLE 9

TERMINATION- MERGER

If Xxxxx X. Xxxxxx, on the one hand, or Entertainment, on the other,

fails to discharge a material obligation or to correct a material

default hereunder, Entertainment or Xxxxx X. Xxxxxx, respectively, may

give written notice to such other Party specifying the material

obligation or material default and indicating an intent to terminate

this Agreement if the material obligation is not discharged or the

material default is not cured. The Party receiving such notice shall

have sixty (60) days from the date of receipt of such notice to

discharge such material obligation or cure such material default. If

such material obligation is not discharged or such material default is

not cured by the end of such sixty (60) day period, the non-defaulting

Party may terminate this Agreement immediately by written notice given

at any time after the end of such period; provided that the material

obligation has not been discharged or the material default is continuing

on the date of such termination notice.

Upon the expiration or termination of this Agreement, Entertainment will

promptly discontinue any and all use of the Trade Xxxx, Intellectual

Property, copyrighted materials and all other aspects of the Business

Concept.

Upon the expiration or termination of this Agreement, Entertainment

will, destroy and/or delete the Intellectual Property from all of

Entertainment's publications, stationery, business cards, promotional

materials, computer hard-drives, and all other documents related to the

Business Concept.

Any amounts paid by the Entertainment up to the termination of the

Agreement, for whatever reason, shall be non-refundable.

If, in the future, Entertainment, or any subsidiary of Entertainment

that has the rights to the Business Concept, effects a merger with

another company which is in a business unlike the Business Concept, it

is agreed that all rights to the Business Concept, including any

contracts for List of Songs Under Publication Rights, web sites, and any

and all other rights pertaining to the Business Concept shall revert

back to Xxxxx X. Xxxxxx. Or, in the event that Entertainment merges with

another company and Entertainment is operating the Business Concept in a

subsidiary, Xxxxx X. Xxxxxx will be issued an amount of shares in that

Subsidiary reflecting an equal percentage, as she would own in

Entertainment at the time of any merger.

ARTICLE 10

NOTICES

(A) To be effective, unless otherwise specified in this Agreement,

all notices and demands, consents, and other communications under this

Agreement must be in writing and must be given by (a) depositing the

same in the United States mail, postage prepaid, certified or

registered, return receipt requested, (b) delivering the same in person

and receiving a signed receipt therefore, (c) sending the same by a

nationally recognized overnight delivery service, or (d) telecopy

(promptly confirmed by telephone and followed by personal or nationally

recognized overnight delivery). For purposes of notices, demands,

consents, and other communications under this Agreement, the addresses

of the Parties (and their respective counsel

<PAGE>9

(B) Notices, demands, consents, and other communications mailed in

accordance with the foregoing clause (a) shall be deemed to have been

given, made, and received three (3) Business Days following the date so

mailed. Notices, demands, consents, and other communications given in

accordance with the foregoing clauses (b) and (d) shall be deemed to

have been given, made, and received when sent on a Business Day or, if

not a Business Day, then the next succeeding Business Day. Notices,

demands, consents, and other communications given in accordance with the

foregoing clause (c) shall be deemed to have been given, made, and

received when delivered or refused on a Business Day or, if not a

Business Day, then the next succeeding Business Day. Any Party may

designate a different address to which notices or demands shall

thereafter be directed and such designation shall be made by written

notice given in the manner hereinabove required, provided that at all

times each Party shall be required to maintain a notice address in the

continental United States.

Notices shall be sent to:

If to Xxxxx X. Xxxxxx:

Original Source Music

0000 X. Xxxxx Xx Xxxxx #000

Xxxxxxxxx, XX 00000

Telephone: 000-000-0000

Facsimile: 303-495-3728

Attention: Xxxxx Xxxxxx

If to Entertainment:

Original Source Entertainment

0000 X. Xxxxx Xx Xxxxx #000

Xxxxxxxxx, XX 00000

Telephone: 000-000-0000

Facsimile: 303-495-3728

Notice of the change of any such address shall be duly given by either

party to the other in the manner herein provided.

ARTICLE 11

COMPLIANCE WITH LAW

Entertainment shall comply in all material respect with all applicable

Laws now and hereinafter enacted in connection with the Business

Concept, its use of the "Licensed Marks", and the performance of its

other obligations under this Agreement.

Entertainment, at its sole expense, shall be responsible for obtaining

and maintaining all licenses, permits, and regulatory approvals which

are required by any Governmental Entity, if any, with respect to this

Agreement and to comply in all material respect with any requirements of

such Governmental Entity. Entertainment shall furnish Xxxxx X. Walkers

with written evidence from such regulatory authorities of any such

licenses, permits, clearances, authorizations, or regulatory approvals

at Xxxxx X. Walkers' request. Any Sub-license granted by the

Entertainment, likewise shall be responsible for obtaining any permits,

licenses, or regulatory approvals, if required, in their respective

territory. Entertainment shall furnish Xxxxx X. Walkers with written

evidence from such regulatory authorities of any such licenses, permits,

clearances, authorizations, or regulatory approvals at Xxxxx X. Walkers'

request.

<PAGE>10

ARTICLE 12

INTELLECTUAL PROPERTY PROTECTION

Entertainment shall, at its own expense, notify Xxxxx X. Xxxxxx, within

ten (10) Business Days after it becomes aware thereof, of (i) any use,

application to register, or registration of any word, name, phrase,

term, logo, or design, or any combination of any of the foregoing, that

might constitute infringement or other violation of the "Licensed

Marks"; or (ii) any claim of any rights in a Xxxx, or in any confusingly

similar xxxx, adverse to Xxxxx X. Xxxxxx'x interests in and to such

Xxxx, or any claim that Entertainment's use of a Xxxx infringes or

otherwise violates the rights of any other Person.

Entertainment agrees, at its own expense and as Xxxxx X. Xxxxxx may

reasonably request, to (i) cooperate fully with Xxxxx X. Xxxxxx in the

prosecution and elimination of any infringement or other violation of

the "Licensed Xxxx(s)", including, but not limited to, joining in a suit

or proceeding against a Person making such infringing or other violating

use; and (ii) execute any further agreements or documents as may become

necessary or useful in connection therewith.

ARTICLE 13

ASSIGNABILITY.

Neither this Agreement nor the license or other rights granted hereunder

may be assigned, sublicensed or transferred by Entertainment, whether to

a Subsidiary or Affiliate except as approved by Xxxxx X. Xxxxxx in

advance, in writing, which approval will not be unreasonably denied.

Other than the license granted herein, all rights, titles, and interest

in and to the Intellectual Property is owned and expressly reserved by

Xxxxx X. Xxxxxx for her own use and benefit subject to the terms and

conditions of this Agreement.

Except as relates to the enforcement of any rights granted to

Entertainment hereunder, Entertainment will not at anytime challenge the

validity or enforceability of the Business Concept, or any part thereof,

including Intellectual Property and/or of any registrations thereof, or

challenge Xxxxx X. Xxxxxx'x ownership rights, titles, or interest in the

Business Concept or to the Intellectual Property or to List of Songs

Under Publication Rights or that of any successor, assignee, affiliate,

or subsidiary of Xxxxx X. Xxxxxx.

ARTICLE 14

REMEDIES FOR BREACH

Entertainment acknowledges and agrees that (i) the Business Concept,

including Intellectual Property and Trade Marks and List of Songs Under

Publication Rights constitute valuable property of Xxxxx X. Xxxxxx and

have acquired a valuable reputation and goodwill; (ii) violation by

Entertainment or its directors, officers, employees, agents,

subcontractors, or Subsidiary of Entertainment's of any provision of

this Agreement may cause Xxxxx X. Xxxxxx irreparable injury not

compensable by money damages for which Xxxxx X. Xxxxxx may not have an

adequate remedy at law; and (iii) if Xxxxx X. Xxxxxx institutes an

action or proceeding to enforce the provisions of this Agreement and

seek injunctive or other equitable relief as may be necessary to enjoin,

prevent, or curtail any breach thereof, threatened or actual, then Xxxxx

X. Xxxxxx shall not be required to prove irreparable injury, and shall

be entitled to such relief without the posting of any bond or other

security.

<PAGE>11

ARTICLE 15

RESOLUTION OF DISPUTES

This Agreement shall be governed by and interpreted in accordance with

the laws of the state of Colorado. The parties agree that the

procedures set forth herein shall be the exclusive means for resolving

any claim, dispute, or controversy arising from or relating to this

Agreement, whether sounding in contract, tort, equity, or otherwise,

including any dispute over the validity and/or scope of this Section or

of any other aspect of this Agreement. Any dispute arising under this

Agreement will be first referred for resolution to each party's

respective management designee. To the extent that such designees cannot

resolve the dispute within ten (10) business days of referral to them,

the parties agree to try in good faith to settle the dispute by

non-binding mediation under the Commercial Mediation Rules of Judicial

Arbitration and Mediation Services, Inc. ("JAMS"). Any and all mediation

hearings shall be held in Denver County, Colorado, unless the parties

agree otherwise. If and to the extent after five (5) days of mediation

with the mediator, the dispute is not settled, or if the mediator

declares an impasse prior to the end of the five (5) day period, then

and only then the aggrieved party may pursue arbitration as set forth

herein. Any arbitration hereunder shall be conducted under the Dispute

Resolution Rules of JAMS as modified herein. Arbitration proceedings

shall take place in Denver County, Colorado, before a single arbitrator

who shall be a lawyer. The parties shall request that JAMS provide them

with a list of five (5) arbitrators and each party, beginning with

Entertainment, shall alternately strike one name from such list until

one arbitrator remains and such arbitrator shall conduct the

proceedings. All arbitration proceedings shall be confidential. Neither

party shall disclose any information about the evidence produced by the

other party in the arbitration proceedings, except in the course of

judicial, regulatory, or arbitration proceeding, or as may be demanded

by government authority. Before making any disclosure permitted by the

preceding sentence, a party shall give the other party reasonable

advance written notice of the intended disclosure and an opportunity to

prevent disclosure. In connection with any arbitration provisions

hereunder, each party shall have the right to take the deposition of up

to two individuals and any expert witness retained by the other party.

Additional discovery may be had only where the arbitrator so orders,

upon a showing of substantial need. Only evidence that is directly

relevant to the issues may be obtained in discovery. Each party bears

the burden of persuasion of any claim or counterclaim raised by that

party. The arbitration provisions of this Agreement shall not prevent

any party from obtaining injunctive or other equitable relief from a

court of competent jurisdiction to enforce the obligations for which

such party may obtain provisional relief pending a decision on the

merits by the arbitrator. Each of the parties hereby consents to the

jurisdiction of Colorado courts for such purpose. The arbitrator shall

have authority to award any remedy or relief that a court of the State

of Colorado could grant in conformity to applicable law, except that the

arbitrator shall have no authority to award attorneys' fees or punitive

damages. Any arbitration award shall be accompanied by a written

statement containing a summary of the issues in controversy, a

description of the award, and an explanation of the reasons for the

award. The arbitrator's award shall be final and judgment may be entered

upon such award by any court.

<PAGE>12

ARTICLE 16

EFFECT OF TERMINATION

(a) Upon the expiration or termination of this Agreement for any

reason:

(i) Subject to the terms of this Agreement, Entertainment's License

immediately and automatically shall terminate, and all rights in the

Business Concept, including the Intellectual Property, including any

"Licensed Xxxx" granted to Entertainment under this Agreement shall

revert to Xxxxx X. Xxxxxx; and

(ii) Entertainment shall, within sixty (60) days from the

termination of this Agreement (such period, the "Transitional Period"),

discontinue using the "Licensed Marks" and remove the "Licensed Xxxx"

from all promotional and advertisement materials, stationery, computer

and electronic systems (including all Internet websites), and any and

all documents (whether in written, electronic, optical, or other form)

in the possession or control of Entertainment, and during the

Transitional Period (the last day of such period being the "Cessation

Date") all of the obligations of Entertainment hereunder shall remain in

force; provided, however, that Entertainment shall not be required to

remove the "Licensed Marks" from internal business records.

(b) Upon expiration of the Transitional Period, Entertainment

shall: (i) destroy all materials utilizing the "Licensed Marks" and

provide confirmation of same to Xxxxx X. Xxxxxx; (ii) not use any

trademark, service xxxx, domain name, or name that is confusingly

similar to or dilutive of the "Licensed Marks", and at Xxxxx X. Xxxxxx'x

request Entertainment will assign any rights to the "Licensed Marks" to

Xxxxx X. Xxxxxx or to one or more Affiliates of Xxxxx X. Xxxxxx, as

requested by Xxxxx X. Xxxxxx; (iii) remove all content from any

Internet website corresponding to the Domain Names, and shall (x) post,

at the request of Xxxxx X. Xxxxxx and subject to the prior written

approval of Xxxxx X. Xxxxxx, a notice or legend which shall state that

the license granted hereunder has been terminated and any other

information reasonably requested by Xxxxx X. Xxxxxx, including hypertext

links to Xxxxx X. Xxxxxx, or one or more of its Affiliates, other

Internet websites; or (y) redirect the Domain Names to a website of

Xxxxx X. Xxxxxx'x choosing; (iv) take all steps necessary, and fully

cooperate with Xxxxx X. Xxxxxx and/or their Affiliates, to remove the

"Licensed Marks" from Entertainment's trade and assumed names and Sub-

Entertainment's corporate names and cancel any recordation of such names

with any Governmental Entity; and (v) change any corporate, trade, and

assumed name that uses the "Licensed Marks" to a name that does not

include the "Licensed Marks" or any variation, derivation, or colorable

imitation thereof.

<PAGE>13

ARTICLE 17

MISCELLENOUS

(A) RIGHT AND AUTHORITY: The Parties respectively represent and

warrant that they have full right, power and authority to enter into

this Agreement and perform all of their obligations hereunder and that

they are under no legal impediment which would prevent their signing

this Agreement or consummating the same. Xxxxx X. Xxxxxx represents and

warrants that she has the right to license to Entertainment the Business

Concept including the Licensed Marks, when and if granted, and that

Xxxxx X. Xxxxxx has not granted any other existing license to use the

Licensed Marks on products covered hereunder in the Territory and that

no such license will be granted during the term of this Agreement except

in accordance with the provisions hereof.

Not withstanding anything to the contrary contained in this Agreement,

Xxxxx X. Xxxxxx shall not have the right to negotiate or enter into

agreements with third parties pursuant to which it may grant a license

to use prior to the termination or expiration of this Agreement.

(B) RELATIONSHIP OF THE PARTIES: This Agreement does not create a

partnership, joint venture, or agency relationship between the parties,

and neither Entertainment nor Xxxxx X. Xxxxxx shall have the right,

power, or authority to act as a legal representative of the other, and

neither party shall have any power to obligate or bind the other, or to

make any representations, express or implied, on behalf of or in the

name of the other in any manner or for any purpose. This Article shall

also apply to any Sub-Entertainment which may enter into an agreement

with Entertainment.

provision of this Agreement shall be held to be void or unenforceable,

the remaining provisions of this Agreement and the remaining portion of

any provision held void or unenforceable in part shall continue in full

force and effect.

(D) LIMITATION OF LIABILITY: Notwithstanding anything to the

contrary contained herein, in the event Entertainment incurs any

expenses, damages or other liabilities (including, without limitation,

reasonable attorneys' fees) in connection with the breach by Xxxxx X.

Xxxxxx of any term or provision hereof, Xxxxx X. Xxxxxx'x liability to

Entertainment thereunder shall not exceed the remuneration, excluding

reimbursement of expenses, actually paid to Xxxxx X. Xxxxxx by

Entertainment hereunder.

(E) CONSTRUCTION: This Agreement shall be construed without regard to

any presumption or other rule requiring construction against the party

causing this Agreement to be drafted. If any words or phrases in this

Agreement shall have been stricken out or otherwise eliminated, whether

or not any other words or phrases have been added, this Agreement shall

be construed as if those words or phrases were never included in this

Agreement, and no implication or inference shall be drawn from the fact

that the words or phrases were so stricken out or otherwise eliminated.

(F) FORCE MAJEURE: Neither party hereto shall be liable to the other

for delay in any performance or for the failure to render any

performance under the Agreement (other than payment or any accrued

obligation for the payment of money) when such delay or failure is by

reason of lockouts, strikes, riots, fires, explosions, blockade, civil

commotion, epidemic, insurrection, war or warlike conditions, terrorism

or threat of terrorism, the elements, embargoes, act of God or the

public enemy, compliance with any law, regulation or other governmental

<PAGE>14

order, whether or not valid, or other similar causes beyond the control

of the party effected. The party claiming to be so affected shall give

notice to the other party promptly after it learns of the occurrence of

said event and of the adverse results thereof. Such notice shall set

forth the nature and extent of the event. The delay or failure shall not

be excused unless such notice is so given. Notwithstanding any other

provision of this Agreement, either party may terminate this Agreement

if the other party is unable to perform any or all of its obligations

hereunder for a period of six (6) months by reason of said event as if

the date of termination were the date set forth herein as the expiration

date hereof. If either party elects to terminate this Agreement under

this paragraph, Entertainment shall have no further obligations for the

License Fee beyond the date of termination (which shall be prorated if

less than an Annual Period is involved) and shall be obligated to pay

any Sales Royalty which is then due or becomes due.

(G) BINDING EFFECT: This Agreement shall inure to the benefit of

and shall be binding upon the parties, their respective successors,

Xxxxx X. Xxxxxx'x transferees and assigns and Entertainment's permitted

transferees and assigns.

(H) CAPTIONS: The captions used in this Agreement have been inserted

only for reference purposes. The captions and order of such captions

shall not be deemed to govern, limit, modify, or in any manner affect

the scope, meaning, or intent of any of the provisions and/or terms of

this Agreement nor shall any captions be given any legal effect.

(I) WAIVER INTEGRATION, ALTERATION: No provision of this Agreement

shall be deemed to have been waived unless such waiver is contained in a

written notice given to the Party claiming such waiver has occurred. A

waiver or consent, express or implied, of or to any breach or default by

any Person in the performance by that Person of its obligations with

respect to this Agreement is not a consent or waiver to or of any other

breach or default in the performance by that Person of the same or any

other obligations of that Person with respect to this Agreement. Failure

on the part of a Person to complain of any act of any Person or to

declare any Person in default with respect to this Agreement,

irrespective of how long that failure continues, does not constitute a

waiver by that Person of its rights with respect to that default until

the applicable statute-of-limitations period has run. Acceptance of

payments by Xxxxx X. Xxxxxx shall not be deemed a waiver by Xxxxx X.

Xxxxxx of any violation of or default under any of the provisions of

this Agreement by Entertainment.

(J) MODIFICATION OF AGREEMENT: Any modification or amendment of this

Agreement shall be effective if made in writing and signed by both

parties.

(K) ILLEGAL OR UNENFORCEABLE: If, any part, term, or provision of

this Agreement shall be found illegal, unenforceable, or in conflict

with any valid controlling Law, the validity of the remaining portions

of any provisions, and any other provisions in this Agreement, shall not

be affected thereby.

(L) THIRD PARTIES: Third Parties. Except as specifically set forth or

referred to herein, nothing herein expressed or implied is intended or

shall be construed to confer upon or give to any person, corporation or

other entity other than the parties hereto and their successors or

assigns, any rights or remedies under or by reason of this Agreement.

<PAGE>15

(M) ASSIGNMENT/DELEGATION: Entertainment shall not assign or

delegate or otherwise transfer their obligations under this Agreement

without the prior written consent of Xxxxx X. Xxxxxx. Any assignment or

other transfer in violation of the foregoing sentence shall be void and

of no force and effect. This Agreement shall be binding upon and inure

to the benefit of the Parties and their respective permitted successors

and assigns.

(N) PARAGRAPH HEADINGS: The paragraph headings in this Agreement are

for convenience of reference only and shall be given no substantive

effect.

(O) COUNTERPARTS: This Agreement may be executed in several

counterparts, each of which will be deemed an original but all of which

will constitute one and the same instrument.

(P) INVALIDITY: Wherever possible, each provision hereof shall be

interpreted in such manner as to be effective and valid under applicable

law, but in case any one or more of the provisions contained herein

shall, for any reason, be held to be invalid, illegal, or unenforceable

in any respect, such provision shall be ineffective only to the extent

of such invalidity, illegality, or unenforceability without invalidating

the remainder of such invalid, illegal, or unenforceable provision or

provisions or any other provisions hereof, unless such a construction

would be unreasonable.

(Q) AMENDMENT: Except as expressly provided herein, this Agreement

may be amended only by a written agreement executed by all of the

Parties. Following such amendment, this Agreement, as amended, shall be

binding upon the Parties.

(R) EFFECT OF WAIVER AND CONSENT: No provision of this Agreement

shall be deemed to have been waived unless such waiver is contained in a

written notice given to the Party claiming such waiver has occurred. A

waiver or consent, express or implied, of or to any breach or default by

any Party in the performance by that Party of its obligations with

respect to this Agreement is not a consent or waiver to or of any other

breach or default in the performance by that Party of the same or any

other obligations of that Party with respect to this Agreement. Failure

on the part of a Party to complain of any act of any Party or to declare

any Party in default with respect to this Agreement, irrespective of how

long that failure continues, does not constitute a waiver by that Party

of its rights with respect to that default until the applicable

statute-of-limitations period has run.

(S) HEADINGS: The headings of the Articles and Sections herein are

inserted for convenience

(T) INTERPRETATION: Each definition in this Agreement includes the

singular and the plural. The words "include" or "including" when used in

this Agreement shall mean "including, without limitation". The word "or"

shall not be exclusive. Except as otherwise stated, reference to

Articles, Sections, Schedules and Exhibits means the Articles, Sections,

Schedules and Exhibits of this Agreement. The Schedules and Exhibits are

hereby incorporated by reference into and shall be deemed a part of this

Agreement.

(U) SEVERABILITY: If, any part, term, or provision of this Agreement

shall be found illegal, unenforceable, or in conflict with any valid

controlling Law, the validity of the remaining portions of any

provisions, and any other provisions in this Agreement, shall not be

affected thereby.

<PAGE>16

(V) GOVERNING LAW: THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED

IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO WITHOUT REGARD TO

THE CHOICE OF LAWS OR RULES THEREOF, AND THE OBLIGATIONS, RIGHTS, AND

REMEDIES OF THE PARTIES SHALL BE DETERMINED IN ACCORDANCE WITH SUCH

LAWS. Any legal suit, action, or proceeding against any of the Parties

arising out of or relating to this Agreement shall only be instituted in

any federal or state court in Denver, Colorado, and each Party hereby

irrevocably submits to the exclusive jurisdiction of any such court in

any such suit, action, or proceeding. The Parties hereby agree to venue

in such courts and hereby waive, to the fullest extent permitted by law,

any claim that any such action or proceeding was brought in an

inconvenient forum. Each of the Parties hereby irrevocably waives all

right to trial by jury in any suit, action, or proceeding arising out of

or relating to this Agreement.

(W) ENTIRE AGREEMENT: This Agreement contains the entire

understanding and agreement between the parties hereto with respect to

the subject matter hereof, supersedes all other agreements,

representations, understandings, and warranties, express or implied,

oral or written understandings and agreements relating thereto

concerning the Business Concept and any part thereof, and may not be

modified, discharged or terminated, nor may any of the provisions hereof

be waived, orally.

SIGNATURES

XXXXX X. XXXXXX - ORIGINAL SOURCE MUSIC

By:

/s/Xxxxx X. Xxxxxx Date: August 21, 2009

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

Xxxxx X. Xxxxxx

ORIGINAL SOURCE ENTERTAINMENT, INC.

By:

/s/Xxxxx X. Xxxxxx Date: August 21, 2009

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

Xxxxx X. Xxxxxx

President - Director

/s/ E. Xxxx Xxxxxx Date: August 21, 2009

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

E. Xxxx Xxxxxx

Secretary - Director

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LICENSE AND ASSIGNMENT AGREEMENT THIS LICENSE and ASSIGNMENT AGREEMENT made and entered into as of the 21st day of August, 2009, by and between Lecia L. Walker and Original Source Entertainment, Inc. ("Entertainment") a Nevada corporation, with...

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