0001193125-06-112966 Sample Contracts

OFFICE LEASE AGREEMENT
Office Lease Agreement • May 15th, 2006 • Digital Music Group, Inc. • Patent owners & lessors • California

THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of the 20 day of March, 2006, by and between CA-GATEWAY OAKS LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and DIGITAL MUSIC GROUP, INC., a Delaware corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions) and Schedule F-1 (Offering Space) attached thereto, and Exhibit G (Parking Agreement).

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EMPLOYMENT AGREEMENT
Employment Agreement • May 15th, 2006 • Digital Music Group, Inc. • Patent owners & lessors • California

This Employment Agreement (the “Agreement”) is entered into as of March 22, 2006 (the “Effective Date”), between Digital Music Group, Inc., a Delaware corporation (“DMGI”), and Karen B. Davis, a resident of California (the “Executive”).

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