Merchandise License Agreement (2003)Full Document 

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                                  MTVN DOMESTIC
                          MERCHANDISE LICENSE AGREEMENT

         Agreement made as of November 1, 2000, by and between MTV NETWORKS, a
division of Viacom International Inc., a Delaware corporation, with offices at
1515 Broadway, New York, New York 10036 ("MTVN"), and TIE SINGING MACHINE
COMPANY, INC., a Delaware corporation, with offices at 6601 Lyons Road, Bldg.
A-7, Coconut Creek, FL 33073 ("Licensee") (this "Agreement").


                                BASIC PROVISIONS



The "LICENSED     The "MTV: MUSIC TELEVISION" name, trademark and logo.
PROPERTY"

"KARAOKE"         A leisure activity whereby individuals sing the words to a
                  song as such words appear on a television screen or viewing
                  monitor and are displayed in sync with the audio track of such
                  song.

The "LICENSED     (1) At least two but no more than twelve compilation of song
                  titles of compact discs or cassettes which are branded with
                  the Licensed Property and comprised of a compilation of music
                  tracks and the technology necessary for the end-user to
                  participate in Karaoke activities (the "Music Product(s)"). In
                  addition to the provisions set forth in Article 4, MTVN shall
                  have final approval rights regarding the identity of the music
                  tracks and any performances contained on the Music Products.
                  The content contained in the Music Products may only be
                  provided to the end-user via the Music Products as packaged
                  goods and may not be provided on any other technical platform
                  now known or hereafter devised. The Music Products shall be
                  sold separately from the Advanced Karaoke Machine (as
                  hereafter defined) and the Karaoke Machine (as hereafter
                  defined).




* The confidential portion has been so omitted pursuant to a request for
confidential treatment and has been filed separately with the Securities and
Exchange Commission




                  (2) No more than one title per year of the Term (as hereafter
                  defined) for a total maximum of three titles of a compact disc
                  which are branded with the Licensed Property and comprised of
                  a compilation of no more than three music tracks and the `
                  technology necessary for the end-user to participate in
                  Karaoke activities which shall be packaged with the Advanced
                  Karaoke Machine (as hereafter defined) and the Karaoke Machine
                  as hereafter defined) (the" Sampler Music Products"). In
                  addition to the provisions set forth in Article 4, MTVN shall
                  have final approval rights regarding the identity of the music
                  tracks and any performances contained on the Sampler Music
                  Products. For the avoidance of doubt, the content contained in
                  the Sampler Music Products may only be provided to the
                  end-user via the Sampler Music Products as packaged goods and
                  may not be provided on any other technical platform now known
                  or hereafter devised. No royalties shall be paid for Sampler
                  Music Products.

                  (3) One version of a Karaoke hardware machine branded with the
                  Licensed Property which (a) enables the end-user to play the
                  Music Products and the Sampler Music Products and participate
                  in Karaoke activities, (b) does not include a viewing monitor
                  and (c) must be used with a separate television set in order
                  to be functional (the "Karaoke Machine").

                  (4) One version of a Karaoke hardware machine branded with the
                  Licensed Property which (a) enables the end-user to play the
                  Music Products and the Sampler Music Products and participate
                  in Karaoke activities and (b) includes (i) a television set,
                  (ii) a single cassette deck for recording Karaoke performances
                  and (iii) an AM/FM terrestrial radio receiver (the "Advanced
                  Karaoke Machine").

                  ((1) through (4) each a "Licensed Pro of collectively the
                  "Licensed Products".)

The "LICENSED     The United States of America, its territories and possessions.
TERRITORY"


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The "LICENSED     (1) Mid tier stores (e.g., JC Penny and Sears), department
CHANNELS OF       stores (e.g., May Company and Macy's), book stores whether
DISTRIBUTION"     independent or chain (e.g., Barnes & Noble), college
                  bookstores whether independent or chain, specialty/trend
                  stores (e.g., Spencer's and Gadzooks), music stores whether
                  independent or chain (e.g., Musicland), video stores whether
                  independent or chain, computer/ electronics stores (e.g.,
                  Software Etc. and Electronic Boutique), discount retailers and
                  warehouse store chains (e.g., Best Buy, Costco, Sam's Club),
                  and upon MTVN's approval in each instance, catalog retailers
                  and direct mail. MTVN acknowledges and agrees that retailers
                  in the Licensed Channels of Distribution may advertise and
                  sell the Licensed Products via their catalogs and direct mail
                  which are branded with their retail store names (e.g., JC
                  Penny catalog).

                  (2) Upon MTVN's prior approval, Licensee shall have the
                  non-exclusive right to distribute the Licensed Products
                  through Licensee's wholly owned and operated website; and
                  through (a) online only retailers (e.g,, amazon.com and
                  etoys.com) and (b) the wholly owned and operated websites of
                  retailers in the Licensed Channels of Distribution (the (a)
                  and (b) collectively, the "LCD Retailers") provide _d,
                  however, that the websites owned by Licensee and the LCD
                  Retailers shall be in compliance with MTVN's website operating
                  guidelines and the an-line Privacy Alliance Guidelines. In
                  addition, Licensee acknowledges and agrees on behalf of
                  itself, and the LCD Retailers, that (i) MTVN shall have
                  approval over all content used on the websites used by
                  Licensee and the LCD Retailers incorporating the Licensed
                  Products and the Licensed Property, (ii) in no event shall
                  Licensee or the LCD Retailer develop a MTVN branded online
                  boutique or website, (iii) in no event shall Licensee or the
                  LCD Retailer use any MTVN content (i.e., video clips, sound
                  bytes and copies of book pages, etc.) on their respective
                  websites, (iv) there shall be a one-way link from the websites
                  used by Licensee and the LCD Retailer incorporating the
                  Licensed Products and the Licensed Property to the appropriate
                  MTVN website, (v) on-line orders for the Licensed Products
                  shall only be fulfilled for orders placed within the Licensed

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