Sony Music

21oO Colorado Avenue

Santa Monica, California 9o4o4

(370) 449-2555

FAX (310) 4492570

Motion Picture/Television/

Advertising/New Media

Music Licensing

September B, 2003

Ms. Heother MocleonBoby Loureote53 Kyle CourtLodero Ronch, CA92694

RE: TATJANA KOSTYANAYA, CHAMBER ORCHESTRA RENAISSANCE'coNDUCTED BY LEO KORCHIN/ "Concerlo For Mondolin ln c Mojor,RV.425: l. Allegro"THE LONDON SYMPHONIC BAND, CONDUCTED BY JOHN SHASHAII/"Lo Ci Dqrem Lo Mono From Don Giovonni, K 527 (lnstrumentol)"

Deor Heother:

Enclosed for your files pleose find one ('l) copy of the moster uselicense ogreement in connection with the licensing of the obove--referenced recordings in the home video entitled "For The Love ofArt."

Motion Picture/TelevisionMusic Licensing

Enclosure

Joe Will

A Group of Sony Music Entertainment lnc

SonY Music

5., MoCJITN AVOT]UO

Now York. Now York )@22 321I

(2I2) ()33 8o1-x)As of FebruarY 3,2003

Baby Laureate, lnc.53 KYle CourtLadera Ranch, california 92692

To Whom lt Mav coflc€fh:

The folowing, when signed by you and by us, will constitute the agreementbetween You and us:

1. You have requested our permission to use the master recor([ngs ownedor contro1ed by us ot the musical cbmpositions as set forth in Exhibit "A" attachedhereto and by ihis reference incorporated herein (the 'Recordings"t.

2. Only in respect of the rights we own or control, and subject to. theprovisions hereof, we lrerboy grant to you a non-exclusive license to re-record,. l-eproduce and perform oneirt excerpt from each of the Recorclings, for the !V0e9ot usesihO timb perioOs set forth in Exhibit "A", in the souncltrack of and in timedretation with the'home vicleo presentlY entitlecl "For The Love Of Art" tthe "VicleoRecord',;l to Oe ctistributed thr6ughout the Unitecl States only in perpetuity.

3. ln consideration of our execution of this agreement ancl grant.ofsuch license:

(a)Youshallpayusthetotalnon-returnablesumofThreetnousand Dollars (S3,ooo.boi upon your execution hereof, which amountreflects the aggregate sum of tne

'separate fees set forth more specifically in

Exhibit "A". tf any otner party receives a greater amount for the right tosynchronize the iespective musical compositions (or excerpts thereofl in theViOeo Record, then You shall promptly notify us of such fact and promptlyparto us an dOOitional, non-returnable amount equalto the clifferenceoeiween sucn sreater imount and the amgy.!! q9Y'!l.t^19-us pursuant to

:[,;lr.titJHJ:"?:TfJ?!ff 1"1".l:'1",.:x'1,i"?311?,i:i.'.";jf I[:":::*'consideration specifiect in this subparagraph 3h) no tater than thirtv (30)

days from your receipt of this agreement. ln the event that you fail toex6cute thfs agreem6nt anO pay the consideration required hereunderwitnin said tlrirty (30) clay peiiod, you will remove the Recorclings from thevideo Record, ano anv use of the Recordings shall be thereafterunauthorizeO anO snalt constitut€ willful copyright infringement. You shall

e,;i"lay"t:f,{sTi,l:,,.H,",t"ex:,',??Hi:'i,fl f 'f

fi,T,"'{,11!ffi ?i."f"'l',(b) You shall accord us courtesy crectit with respect to the

Recorclings on all copies of the Video Recorcl in substantially the form setfortfr more specificdllV in Exhibit "A'. Such credit shall be of the same sizeand given tnb same piominence as all other creclits to parties furnishingmistlr recorctings f6r similar use in the Victeo Record. You will requireCompfiance wittr-tne foregoing courtesy credit requirements in all

A Group or 6ony Musrc.","*flfl3.t[tnts fOr the distribution of the Video Record'

video-vo84 -1- JKZ(O3l1BlO3l

(c) (i) you shail furnish us with a complete and accuratemusic cue sheet for the Video Record.

(iDTheuseofeachRecordingintheVicleoRecordshallnot exceed the running time set forth in Exhibit "A''

4. (a) You warrant, represent, and agree that you will obtain allrequisite consents and permissions of ipplicable labor organizations, the copYrightowhers of the unoertying composition, and all others and that You will pav all re-useor new use payments, te-es, royalties ancl other sums required to be paid for suchconsents an-O permiiiions, unO'er applicable collective hargaining agreements, ineitect at the time and Oaie of this'abreement, or otherwise in connection with Youruse or the Recordings. tn connection with any re-use or new use payments, vouWarrant, represent |nd agree that each person Whose performance is embodied onihe necorOing wilt receiv6 not less than ine compensation and other economicOenefits having a substantially equivalent economic cost to You as those ryhi.clwouiO Oe paya-Ote to each such pbrson if you were a signatory to the applicableunion cotti.,cdive bargaining agr6ement in the relevant medium for such use' YounerlOV agree, that ii consiOeration for the use of the Recor€lings, and for theeipiess neneiit ot AFTRA anct its members affected thereby, to make the abovepiirneniitinctuOing ail socialsecuriry, withholding, unemployment insurance andbishOitity insurance-payments, ancl aliappropriate contributions to the AFTRA Healthino netiiement pundsi, it appiicaole, and to be bound bY and comply with theiioitiiiion provisions thno tne proc6dures contained therein) founcl in the NationalioOe ot raii practiie tor Sound Recordings. Such paYments will be made bV you tonFinlprompfly foltowing you being furnishecl bY Sony or AFTRA with all necessarVintormation to'calculate zui:n payments. You hereby agree to request st'fc.h

.

informationfromuspromptlyaftertheexecutionhereof.lfweareunabletoproviOe Vou with such information, you will request such information from AFTRA,

ino you ino we wiil work with AFTRA in good faith to determine the appropriatep'jV*ent. Vou wilt indemnify ancl hold us harmless from anY and all claims,iiatiitities, losses, damages, and expenses, including-but not limitecl to attorneY'sfees ancl'legal expensei, aiising from anY breach of yourwarranties,iepiesentalions,'oi covbnants under thii agreement, or in any way resulting fromor connected with your use of the Recordings.

The license granted herein shall be of no force or effect unless You shaU obtain the'- consents an-d permissions and make the payments required hereunder'

Irr-otwitrrstanoing trre roregoing, we shall be responsible for all non'union paymentsto tne Artists anO ttre proOuceii of the Recordings in respect of this license'

(b) We warrant and represent that we own or control all rightsnecessary to grant this license and we have the right to enter into ancl fully performoui oOf igations uncler this license. ln the event of a breach of such warranty oriepreientation, our onty obligation arising from such breach shall be to pay You anamount not greater thah the amount paicl by you to us pursuant to subparagraph3@t.

5. We reserve exclusively to ourselves and our successors, licensees, andassigns all rights and uses in ancl to the Recorctings, whether now or hereafterlnoirn or inlxistence, except the limitecl use expressly licensecl hereunder. BV wavoi ittustration anO not'of timitation, the following rights are specifically reserved tous for our own use and mav not be exercisecl bY You:

video-v084 -2- JKZ(o3l18lo3)

(a}Allrightsofrepro(luctionoruseoftheRecordingsonphonograpn recordi tapes adO any other Wpes of sound reproduction, inilt med-ia, wtrettrer now or hereafter known or in existence. Withoutiimiting the generality of the foregoing, you shall not have the right toinclude or authorize the use of the Recordings or any portion thereof in anYphonograph record, anv so-called vicleocassettes, discs, cartridges, or otheriudiovisuat clevices br ahy other cleVices manufactured and sotcl primarilyfor home use or private viewing, other than the Video Recorcls grantedpursuant to this license.

(b) The right to use the Recordings in other motion pictures,television programs, or cable programs inclucting uses similar to thatauthorizecl hereunder.

(c) The right to alter the Recordings in anY way, other than toshorten it in accorclance with the terms herein utilizing a contiguousportion thereof.

6. (a) The license granted herein shallterminate forthwith uponnotice to you in the event of any material breach of your obligations hereunder,

.

wnicn nreacn is not cured by you within thirtv (30) business days after the date ofsuch notice. Any such termihition snall be without prejudice to anY other remedieswe maV have agiinst you. Notwithstancling anY such termination we shall have theright t6 retain is our property all sums paid bV you to us hereunder, free of any .

claim by Vou.

(b) you acknowledge that the damage which woulcl be causedto us by non-compliance with the screen creclit requirements containecl insuOparigraph 3([i above is impossible to ascertain as of the date hereof andtheieforl, ii sucn requiremenis are not met, and for whatever reason, you shall (i)pay to us is liquidated damages, and not as a penalty, an amount equal to theionsiOeration'specified in subparagraph 3(a) hereof, and (ii) cause such credit toappear prospectively after notice to you of such failure.

video-v084 -3- JKZ (O3l18lO3)

7. The license herein granted may not be transferrecl or assigned bYyou, in whole or in part, without our prior written consent, except to thedistributor of the Vicleo Record; provided, however, that the distributor assumes all

of your ohligations hereunder and provided further that no such assignment willrelieve you of your obligations hereunder. This agreement sets forth the entireagreement between you and us with respect to the subject matter hereof, and nomodification, amendment, waiver, termination or discharge Of this agreement orany provisions hereof shall be binding upon us unless confirmed by a writteninstrument signed by an officer of our companY. No waiver of any provision of orclefault under this agreement, shall affect our rights thereafter to enforce suchprovision or to exercise any right or remecly in the event of anY other default,Whether or not similar. THE VALIDITY, CONSTRUCTION AND EFFECT OF THIS AGREEMENT,

AND ANY AND ALL MODIFICATIONS THEREOF, SHALL BE GOVERNED BY THE LAWS OF THE

STATE OF NEW YORK APPLICABLE TO CONTRACTS ENTERED INTO AND PERFORMED

ENTIRELY WITHIN THE STATE OF NEW YORK. THE NEW YORK COURTS (STATE AND

FEDERAU, SHALL HAVE SOLE JURISDICTION OF ANY CONTROVERSIES REGARDINO THIS

ACREEMENT.

VerV truly yours,

SONY MUSIC, A CTOUP Of

ACCEPTED AND ACREED TO:

BABY LAUREATE, INC.WEST COAST

Video-V084 -4- JKZ (O31181031

]E PRESIDENTAND LEGAL AFFAIRS