0001013762-07-001115 Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • June 29th, 2007 • Mohen, Inc. • New York

THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of April 19, 2007 by and between Mohen, Inc. d/b/a Spiral Frog (the “Company”), the Buyer(s) listed on the Purchase Agreement, dated the date hereof (also referred to as the “Investor(s)”), and Gottbetter & Partners, LLP, as Escrow Agent hereunder (“Escrow Agent”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 29th, 2007 • Mohen, Inc. • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 19, 2007, by and among Mohen, Inc., a Delaware corporation (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).

SECURITY AGREEMENT
Security Agreement • June 29th, 2007 • Mohen, Inc. • New York

SECURITY AGREEMENT, dated as of March [●], 2007 (this "Agreement") made by Mohen, Inc. d/b/a Spiral Frog, a Delaware corporation (the "Company" or "Grantor"), in favor of Gottbetter Capital Finance, LLC. in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the "Buyers" (as defined below) party to the Purchase Agreement, dated as of even date herewith (as amended, restated or otherwise modified from time to time, the "Purchase Agreement").

PURCHASE AGREEMENT
Purchase Agreement • June 29th, 2007 • Mohen, Inc. • New York

THIS PURCHASE AGREEMENT (the "Agreement"), dated as of April 19, 2007, by and among Mohen, Inc. d/b/a Spiral Frog, a Delaware corporation (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

Mohen Entertainment Portals, LLC Garden City, New York 11530
Letter Agreement • June 29th, 2007 • Mohen, Inc. • New York

This letter agreement (this “Agreement”) sets forth the terms of your engagement as a consultant to Mohen Entertainment Portals, LLC (“MEP”). It is agreed as follows:

DIGITAL MUSIC SUBSCRIPTION SERVICE AGREEMENT
Digital Music Subscription Service Agreement • June 29th, 2007 • Mohen, Inc. • New York

This Digital Music Subscription Service Agreement (“Agreement”) is entered into as of April 1, 2006 (the “Effective Date”) by and between Mohen, Inc. d/b/a Spiral Frog, a Delaware corporation with an office at 95 Morton Street, New York, New York 10014, and each and every Affiliate (individually and collectively, “Licensee”), and EMI Entertainment World Inc., a Delaware corporation with an office at 1290 Avenue of the Americas, New York. New York 10104 (“EMI”).

December 11, 2005 Mr. Vesa Suomalainen 11864 174th Place NE Redmond, WA 98052 Dear Vesa:
Mohen, Inc. • June 29th, 2007 • New York

When executed by you and by Mohen, Inc. (the "Company") this document will constitute an employment agreement between you and the Company, as follows:

EMPLOYMENT AGREEMENT
Employment Agreement • June 29th, 2007 • Mohen, Inc. • New York

AGREEMENT dated as of March 6, 2007, between MOHEN INC., d/b/a SpiralFrog, a Delaware corporation (the “Corporation”), and MEL SCHRIEBERG (the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • June 29th, 2007 • Mohen, Inc. • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of February 4, 2004 by and between Mohen Entertainment Portals, LLC, a New York Limited Liability Company (the “Company”), and Orville Hagler (“Employee”).

June 7, 2007 Mr. George Hayes
Mohen, Inc. • June 29th, 2007 • New York

When executed by you and by Mohen, Inc. d/b/a SpiralFrog, a Delaware Corporation (the "Corporation"), this document shall constitute an employment agreement (the "Agreement") between you and the Corporation, as follows:

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