Rawvoice Downloadable Media Statistics Service License

This LICENSE AGREEMENT (“Agreement”) is entered into by and between Rawvoice,

Inc. having its principal place of business at 823 South Sixth Street, Suite

100, Las Vegas, Nevada 89101 (Rawvoice) and ____________________________ and

having its principal place of business at __________________________________

(“Licensee”) and is effective upon the date the attached Proposal is signed by

the Licensee (“Effective Date”).

A. Rawvoice is the developer and owner of the “Rawvoice
Downloadable Media Statistics Service” (“Service”).

B. The Licensee desires to utilize the Service to measure, quantify
and analyze its downloadable media utilizing Rawvoice’s propriety software,
algorithms and web based interface for such purposes and provide the analyzed
results to third parties.

NOW, THEREFORE, for the mutual promises contained herein and for
other valuable consideration, the parties agree as follows.

1.1 To Licensee.

1.1.1 License Grant. Rawvioce grants to the Licensee the
exclusive license of a website interface designed specifically for the Licensee
to access the Rawvoice statistical analysis of raw log file data resulting from
the Licensee’s audience downloading the Licensee’s content from the internet.
Specific details of the custom designed interface to access the Rawvoice
analysis of the Licensee’s raw log files and analytical services provided by
Rawvoice are included in the Rawvoice Proposal to the Licensee, and when the
Proposal is accepted by the Licensee, the Proposal is incorporated into this
Agreement by reference.

2. PROPRIETARY OWNERSHIP RIGHTS

2.1 Rawvoice Ownership. Rawvoice will retain all ownership, right,
title and interest in and to all current and hereafter existing versions of its
website interface, statistical analysis algorithms, software and modifications

Rawvoice Downloadable Media Statistics Service License

o made to such algorithms and software, including all copyrights, service marks
and trademarks.

2.2 Licensee Ownership. Licensee will retain all ownership, right,
title and interest in the raw log files, statistical analysis of such raw log
files and shall have a perpetual non-exclusive license to present the analyzed
data in formats designed by Rawvoice for such presentation to third parties.

3.1 Warranty Exclusion. RAWVOICE MAKES NO WARRANTY OF ANY KIND WITH
REGARD TO THE WEBSITE INTERFACE OR STATISTICAL ANALYSIS OF THE RAW LOG FILES.
EACH PARTY EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, WHETHER ARISING IN LAW, CUSTOM, CONDUCT OR OTHERWISE.

3.2 Support. Rawvoice shall be responsible for technical support as
detailed in the Proposal.

4. LIMITATION OF LIABILITY

4.1 Limitation. IN NO EVENT WILL RAWVOICE BE LIABLE FOR ANY LOSS OF
PROFITS, LOSS OF USE, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES ARISING
UNDER THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ANY DAMAGES ATTRIBUTABLE TO
RAWVOICE EXCEED THE AMOUNT OF PAYMENTS MADE TO RAWVOICE UNDER THIS AGREEMENT
AND PROPOSAL.

4.2 Force Majeure. Except for payment of monies due under this
Agreement, nonperformance of Rawvoice will be excused to the extent that
performance is rendered impossible by fire, earthquake, flood, governmental
acts or orders or restrictions, failure of suppliers, or any other reason where
failure to perform is beyond the control and not caused by the negligence of
Rawvoice.

5. PROPRIETARY RIGHTS INDEMNIFICATION

5.1 Rawvoice Indemnity. Rawvoice agrees to defend, or at Rawvoice’s
option settle, at Rawvoice’s own expense and under Rawvoice’s sole control, any
claim, suit or proceeding brought against Licensee on the issue of infringement
of any United States patent, copyright or trade secret resulting from the
Licensee’s use of the website interface, Rawvoices’ statistical analysis
services, or for any presentation of statistical information developed by
Rawvoice, subject to the limitations herein. Rawvoice will be relieved of the
foregoing obligations unless Licensee (i) notifies Rawvoice promptly in writing
of such claim, suit or proceeding, and (ii) gives Rawvoice information and
assistance to any such claim, suit or proceeding. If the Subset, or any part
thereof, is finally adjudicatively determined to be, or in Rawvoice’s sole
opinion may become, the subject of any claim, suit or proceeding for
infringement of any United States patent, copyright or trade secret or if the
distribution or use of the Subset, or any part thereof, is enjoined, then
Rawvoice will, at Rawvoice’s option and expense, and as Licensee’s sole remedy:
(i) replace the Subset with other suitable software or servie; or (iii)
suitably modify the Subset; or (iv) if the use of the Subset is prevented by
injunction, remove the Subset, and refund the fees paid therefor by Rawvoice.

Rawvoice Downloadable Media Statistics Service License

6. CONFIDENTIALITY.

6.1 Rawvoice and Licensee will not divulge any of the terms of this
Agreement or the Proposal incorporated into this Agreement to any third party.
Licensee and Licensor will not divulge any information that is related to the
other’s business operation that is not generally known to the public and will
not divulge any information that is stated as confidential by the other.

7. TERM: TERMINATION

7.1 Term. This Agreement will commence on the Effective Date and continue
for eighteen (18) months after such date, unless earlier terminated under this
Section 9. The term of this Agreement will renew on a month-to-month basis upon
expiration of the initial term.

7.2 Termination for Cause. If either party defaults in the performance of
any material provision of this Agreement, then the non-defaulting party may
give written notice to the defaulting party that if the default is not cured
within thirty (30) days, then the Agreement will automatically terminate at the
end of such period.

7.3 Bankruptcy. If either party files a petition in bankruptcy or is
adjudicated a bankrupt, or if a petition in bankruptcy is filed against either
party and such petition is not discharged within sixty (60) days of such
filing, or if either party becomes insolvent, or makes an assignment for the
benefit of creditors or an arrangement pursuant to any bankruptcy law, or if
either party discontinues its business or if a receiver is appointed for it or
its business, this Agreement will automatically terminate without any notice
whatsoever being necessary.

7.4 Acquisition. This Agreement will automatically terminate upon notice
in the event either party merges with another or is acquired, such that the
resulting entity is not directly controlled by the original party.

7.5 Survival. The obligations under Sections 4, 5, 6, 7, and 8, and the
relevant portions of Sections 9 and 10, will survive any termination of this
Agreement. Unless this Agreement is terminated for cause in Section 9.2, the
obligations under Section 2 will survive termination of this Agreement.

7.6 Termination Effect. Within thirty (30) days after the termination of
this Agreement, each party will return to the other party any item embodying
any Confidential Information of the other party which may be entrusted to or
created by such party.

7.7 Additional Remedies. Except as expressly limited by this Agreement,
termination of this Agreement will be without prejudice to any other remedy
which may be available to a party due to default of this Agreement. Violation
of obligations under this Agreement may cause irreparable harm and damage which
may not be recovered at law, and remedies for breach of this Agreement may be
awarded in equity through injunctive relief.

8.1 Relationship. The relationship between the parties will be that of
independent contractors. Nothing contained herein will be construed to imply a

Rawvoice Downloadable Media Statistics Service License

joint venture, principal or agent relationship, or other joint relationship,
and neither party will have the rights, power or authority to create any
obligation, express or implied, on behalf of the other.

8.2 Governing Law. This Agreement will be governed in all respects by the
substantive laws of the State of Michigan, United States of America, exclusive
of its conflicts of laws rules, as applied to agreements entered into in
Michigan between Michigan residents.

8.3 Jurisdiction; Venue. The parties expressly stipulate that all
litigation under this Agreement will be brought in the state courts of the
County of Ottawa, Grand Haven, Michigan or in the U.S. District Court of the
Western District of Michigan.

8.4 Attorneys’ Fees. In the event of any litigation by the parties under
this Agreement, the prevailing party will be entitled to costs and reasonable
attorneys’ fees.

8.5 Assignment. Neither party will assign or otherwise transfer any of
its rights, obligations or licenses hereunder without the prior written consent
of the other party, which shall not be unreasonably withheld. Subject to the
foregoing, the provisions of this Agreement will apply to and bind the
successors and permitted assigns of the parties.

8.6 Waiver. Failure by any party to enforce any of its rights under this
Agreement will not be deemed a waiver of any right which that party has under
this Agreement.

8.7 Notices. All notices, requests, consents and other communications
hereunder will be in writing and delivered personally, by mail or by email
(with email to be promptly confirmed in writing) or overnight courier. All such
written communications delivered by mail will be mailed, postage prepaid,
either by certified or registered, first-class mail or overnight courier to the
parties at their respective addresses as set forth on the facing page of this
Agreement, subject to the right of either party to change its address by
delivering written notice to the other. Such notices will be deemed to be
effective upon two (2) days following the date of mailing or upon receipt if by
email or personal delivery.

8.8 Severability. Should any provisions of this Agreement contravene any
law or valid regulation of any government having jurisdiction over the parties,
then such provision will be automatically terminated and performance thereof by
the parties waived, and all other provisions of this Agreement will continue in
full force and effect.

8.9 Entire Agreement; Amendment. This Agreement (including the facing
page and the Proposal upon acceptance) reflects the entire agreement of the
parties regarding the subject matter hereof, and supersedes all prior and
contemporaneous agreements between the parties regarding such subject matter,
whether written or oral. This Agreement may not be amended, altered or changed
except by a writing signed by both parties. This Agreement is executed in the
English language.