Music PerFormance Agreement: Definition, Terms, Example

                                    WEB SITE
                           MUSIC PERFORMANCE AGREEMENT

     AGREEMENT,  made on  January 23, 2002, by and between BROADCAST MUSIC, INC.
("BMI"),  a  New  York  corporation  with its principal offices at 320 West 57th
Street,  New York, New York 10019 and iQuest Networks Inc. d/b/a Jackalope Audio
("LICENSEE"),  a  Wyoming  (State)
(check  one)
                   X     corporation
                         partnership
                         limited  liability  company
                         individual  d/b/a  _______________________________
                         (complete  if applicable) with its principal offices at
                         165  State  Street,  Suite  325,  New  London,  CT
                         06320  (the  "Agreement").

IT  IS  HEREBY  AGREED  AS  FOLLOWS:

1.     TERM

The  Term of this Agreement shall mean the period from either January 1, 2001 or
March  1,  2001  (date  after  January  1,  2001  on  which audio was launched),
whichever  is  later, through December 31, 2003 and continuing on a year-to-year
basis  thereafter.  Either party may terminate the Agreement upon 60 days' prior
written  notice  at  the end of December of any year beginning with December 31,
2003.  BMI  shall  have  the  right  to  cancel  this  Agreement  along with the
simultaneous  cancellation  of the Agreements of all other licensees of the same
class  and  category  as  LICENSEE as of the end of any month during the initial
term  or  any  subsequent  renewal  term,  upon  60  days' prior written notice.

2.     DEFINITIONS

As  used  in  this  Agreement,  the  following  terms  shall  have the following
respective  meanings:

(a)     "Allocation  of  Run-Of-Site  Revenue"  shall  mean  Run-Of-Site Revenue
multiplied  by  a  fraction  the  numerator  of  which  is  the total Music Page
Impressions  for the reporting period, and the denominator of which is the total
Page  Impressions  for the reporting period. (Run-Of-Site Revenue x (total Music
Page  Impressions  total  Page  Impressions))

(b)     "Direct  Music  Area  Revenue"  shall  mean  the total of: (1) In-Stream
Advertising  Revenue;  (2)  Music  Page  Banner  Advertising  Revenue; (3) Music
Subscriber  Revenue;  and  (4)  Other  Music  Revenue.

(c)     "Gross Revenue" shall mean all revenue, including all billings on behalf
of,  and  all  payments  made  to,  LICENSEE,  or as authorized by LICENSEE, its
employees,  representatives,  agents  or  any  other person acting on LICENSEE's
behalf,  and  all  billings  on  behalf  of,  and  payments made to, any person,
company, firm or corporation under the same or substantially the same ownership,
management and control as LICENSEE for: (1) access to and/or use of the Web Site
or  portions  thereof,  including  online  time,  subscriptions,  and  other
transactional  charges  (excluding  revenue generated by LICENSEE for the direct
sale  of  manufactured  products),  including  commissions from third parties on
transactions;  (2)  advertising (including sponsor "hot links") on the Web Site,
including  billings  to  and  payments  received from sponsors, less advertising
agency  commissions  not  to  exceed  15%  actually  incurred  to  a  recognized
advertising  agency  not  owned  or controlled by LICENSEE; (3) the provision of
time or space on the Web Site to any other person or company; (4) donations; (5)
the  fair market value of merchandise, services or any thing or service of value
which  LICENSEE may receive in lieu of cash consideration for the use of the Web
Site  (i.e.  trade  and barter); and (6) LICENSEE's proprietary software used to
access the Web Site, or download any aspect thereof. Gross Revenue shall include
such  payments  as  set  forth  in  (1)  through  (6) above to which LICENSEE is
entitled  but which are paid to a parent, subsidiary, or division of LICENSEE or


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any  third  party,  in  lieu  of  payment  to LICENSEE, for LICENSEE's Web Site.
LICENSEE may deduct from Gross Revenue any bad debts actually written off during
a  reporting  period  which are related to any billings previously reported, but
shall  increase  Gross  Revenue  by  any  recoveries  thereof.

(d)     "In-Stream Advertising Revenue" shall mean that portion of Gross Revenue
as  defined  in  Paragraph 2(c)(2) and 2(c)(5) which is derived from advertising
embedded  in  audio  or  audiovisual  programming on the Web Site which contains
music.

(e)     "Music  Area  Revenue"  shall  mean  Direct  Music Area Revenue plus the
Allocation  of  Run-Of-Site  Revenue.

(f)     "Music  Page"  shall mean a Web Page which presents one or more icons or
hyperlinks  that  may  be clicked on to access performances of music or at which
music  is  played  upon  loading  the  Web  Page.

(g)     "Music Page Banner Advertising Revenue" shall mean that portion of Gross
Revenue  as  defined  in  Paragraph  2(c)(2)  and  2(c)(5) which is derived from
advertisements  appearing  on  or  in  connection  with  Music Pages or portions
thereof  on  the  Web  Site.

(h)     A  "Music  Page  Impression"  shall mean a transfer request for a single
Music  Page.

(i)     "Music  Subscriber  Revenue" shall mean that portion of Gross Revenue as
defined  in  Paragraph  2(c)(1)  which  is  derived  from  granting  access  to
performances  of  music  or  Music  Pages  or  portions thereof on the Web Site.

(j)     "Online  Service"  shall  mean  a commercial computer online information
and/or entertainment programming packaging service including, but not limited to
America  Online,  @Home  Network, Road Runner, Microsoft Network, CompuServe and
Prodigy,  which  offers  consumers, for a fee, access to proprietary centralized
databases  and  remote  sources  of  audio  and  video programming and which may
provide  Internet  access.

(k)     "Other  Music  Revenue"  shall  mean  that  portion  of Gross Revenue as
defined  in  Paragraphs  2(c)(1)-(6)  (other  than  Gross  Revenue  defined  in
Paragraphs  2(d),  2(g) and 2(i)) which is directly attributable to performances
of  music  or  Music  Pages  or  portions  thereof  on  the  Web  Site.

(l)     "Page  Impression"  shall mean a transfer request for a single Web Page.

(m)     "Run-Of-Site  Revenue"  shall  mean  that  portion  of  Gross Revenue as
defined  in Paragraphs 2(c)(1)-(6) which is attributable to the entire Web Site,
or  any  part  or  parts of the Web Site that include one or more Music Pages or
portions  thereof.  Run-Of-Site  Revenue  shall  not  include  Direct Music Area
Revenue  or  other  revenue  derived  from  targeted  advertising  buys where an
advertiser  buys  advertising banners or other opportunities on or in connection
with,  or  LICENSEE charges for access to, specific Web Page(s) other than Music
Page(s)  or  portions  thereof.

(n)     "Territory" shall mean the United States, its Commonwealth, territories,
and  possessions,  and the territories represented by non-U.S. performing rights
licensing  organizations listed on Exhibit C as may be amended from time to time
by  BMI during the Term of this Agreement by adding to or deleting from the list
of  countries  posted  in  the  licensing section of the BMI web site located at
http://www.bmi.com/.  BMI  will  provide  notice  to  LICENSEE (by e-mail to the
address  provided  by  LICENSEE  on  the  profile attached hereto as such may be
amended  in  writing  by  LICENSEE)  of  the deletion of any non-U.S. performing
rights  licensing  organization  from  Exhibit  C  during  the  Term  hereof.

(o)     "U.S.  Territory"  shall  mean  the  United  States,  its  Commonwealth,


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territories,  and  possessions.

(p)     "Web Page" shall mean a set of associated files transferred sequentially
from  the  Web  Site to, and rendered more or less simultaneously by, a browser.
For  purposes  of this Agreement, such associated files shall include, but shall
not  be  limited  to,  'pop-up' windows that open upon accessing the Web Page as
well  as  proprietary  software  'players'  that open when accessing an audio or
audiovisual  file  associated  with  the  Web  Page.

(q)     "Web  Site"  shall mean an Internet computer service comprising a series
of  interrelated  Web Pages currently registered with a domain name registration
service  and known as Jackalope Audio that LICENSEE produces and/or packages and
then  transmits  or  causes  to  be transmitted either directly or indirectly to
persons  who receive the service from the URL http://www.jackalopeaudio.com over
the  Internet  by  means  of  a  personal computer or by means of another device
capable  of  receiving  Internet transmissions.  LICENSEE may license additional
Web  Sites  owned,  operated  and/or  controlled  by  LICENSEE  by  listing such
additional  sites on Exhibit A hereto, and may amend Exhibit A from time to time
during  the  Term  hereof  by written agreement signed by both parties. LICENSEE
must  comply separately with all reporting requirements and pay separate license
fees  under  this Agreement, including Annual Minimum License Fees, for each Web
Site  listed  on  Exhibit  A.  References herein to Web Site shall include those
additional  sites  listed  on  Exhibit  A.

3.     GRANT  OF  RIGHTS

(a)     BMI  hereby grants to LICENSEE, for the Term, a non-exclusive license to
perform  publicly within the Territory (subject to Paragraph 3(b) below), in and
as  part  of  LICENSEE's Web Site transmitted or caused to be transmitted either
directly  or  indirectly  by  LICENSEE  over the Internet all musical works, the
right  to  grant  public  performance  licenses  of  which  BMI  controls.  This
Agreement  shall  only  include  public performances in the Territory of musical
works  by  transmissions over the Internet received via personal computers or by
means  of  another  device  capable  of receiving the Internet through streaming
technologies  as  well  as those transmissions that are downloaded by persons on
personal  computers  or otherwise, where such transmissions are accessed through
the  Web  Site  simultaneous  to  viewing  a  page  on  the  Web  Site.  Public
performances  outside  of  the  Territory may be subject to appropriate separate
licensing.  This Agreement shall not license transmissions of musical works that
are  accessed  through  a  web  site  owned  or  controlled  by  a  third  party
simultaneous  to  viewing  a page on the third party's web site.  This Agreement
does not include dramatic rights or the right to perform dramatico-musical works
in  whole  or  in substantial part.  This Agreement also does not license public
performances  in  any  commercial establishments, including, but not limited to,
where  all  or  a  portion  of LICENSEE's Web Site is used as a commercial music
service  (as  that  term  is  customarily  understood  in  the  industry);  such
performances  of  BMI  music shall be subject to appropriate separate licensing.

(b)     Notwithstanding  the  foregoing,  the  territorial scope of the grant of
rights with respect to any musical works which are affiliated with BMI through a
non-U.S. performing rights licensing organization not listed on Exhibit C hereto
is limited to public performances in the U.S. Territory.  Public performances of
such  musical  works outside of the U.S. Territory may be subject to appropriate
separate  licensing.

(c)     Nothing  herein shall be construed as the grant by BMI of any license in
connection  with  any  transmission  which  is  not  part of LICENSEE's Web Site
transmitted  or caused to be transmitted by LICENSEE and nothing herein shall be
construed as authorizing LICENSEE to grant to others (including, but not limited
to,  third  party  web sites, Online Services, cable television system operators
and  open  video  systems (acting as other than Internet service providers)) any
license  or  right  to  reproduce  or  perform  publicly by any means, method or
process  whatsoever,  any  of  the  musical  compositions  licensed  hereunder.


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(d)     This  Agreement  grants  only  public performing rights to LICENSEE, and
does  not  grant  any  reproduction,  distribution,  performance  right in sound
recordings  or  any other intellectual property right(s) in any musical works to
any  person  or  entity  that may receive and/or download or otherwise store the
transmission  of  musical  works.

(e)     In the event that all or a portion of LICENSEE's Web Site is offered for
resale  by a third party as a pay or premium audio or audiovisual service, or is
packaged  or  included  on  a  tier  of services by a third party for additional
revenue,  either  independently  or  with  other  web  sites,  LICENSEE  shall
immediately  notify  BMI  in writing of any such arrangements.  BMI and LICENSEE
expressly  agree  that  any  such uses are not licensed under this Agreement and
shall  be  subject  to  appropriate  separate  licensing.

4.     LICENSE  FEE

In  consideration  of  the license granted herein, LICENSEE shall pay to BMI for
each  calendar  quarter  of the Term hereof a license fee in accordance with the
following  rate  calculations  at  LICENSEE's  option:

(a)     Gross  Revenue  Calculation

LICENSEE  shall  pay  to  BMI  1.75%  of  LICENSEE's  Gross Revenue generated by
LICENSEE's  Web  Site  during  each  quarter  year  of the Term according to the
Payment  Schedule  below  (Gross  Revenue  X  1.75%);  or

(b)     Music  Area  Revenue  Calculation

LICENSEE  shall  pay  to  BMI  the greater of: (1) 2.5% of LICENSEE's Music Area
Revenue  generated  by  LICENSEE's Web Site during each quarter year of the Term
according  to  the  Payment  Schedule below (Music Area Revenue X 2.5%); and (2)
total  Music  Page Impressions during each quarter year of the Term according to
the Payment Schedule below divided by 1,000 and multiplied by $0.12 ((Music Page
Impressions  1,000)  X  $0.12).

(c)     Payment  Schedule:  LICENSEE  may  elect  between  the  Gross  Revenue
Calculation and Music Area Revenue Calculation upon filing each of its Financial
Reports  for  each  immediately  preceding  calendar  quarter  of  the  Term  in
accordance  with  Paragraph  6  according  to  the  following  Payment Schedule:


                                PAYMENT SCHEDULE

QUARTER  PERIOD ENDING  PAYMENT DUE DATE
First    March 31       April 30
Second   June 30        July 31
-------  -------------  ----------------
Third    September 30   October 31
-------  -------------  ----------------
Fourth   December 31    January 31
-------  -------------  ----------------


5.     ANNUAL  MINIMUM  LICENSE  FEE

For  each  calendar  year  of the Agreement, LICENSEE shall pay to BMI an Annual
Minimum  License  Fee  as  follows:


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(a)     Upon  signing  this  Agreement, LICENSEE shall estimate its annual Gross
Revenue  and  shall  pay  to  BMI  an  estimated  Annual  Minimum License Fee in
accordance  with  the  Minimum  Fee  Table below prorated based on the number of
months  remaining  in  the  first  calendar  year  covered  by  the  Agreement.
Thereafter,  LICENSEE  shall  pay  to  BMI any additional amount that may be due
based  on  actual  Gross Revenue upon filing its Financial Reports in accordance
with  Paragraph  6. Annual Minimum License Fee payments are credited against any
additional license fees that LICENSEE shall owe to BMI in the same year to which
the  Annual  Minimum  License Fee shall apply. Overpayments shall be credited to
LICENSEE's  account.  Web  Sites  paying  only  Annual Minimum License Fees must
still  submit  Financial  Reports  under  Paragraph  6.

(b)     The  Annual Minimum License Fee due for 2001 is specified in the Minimum
Fee Table below.  For each year of this Agreement after 2001, the Annual Minimum
License  Fee  shall  be  adjusted  to  reflect the increase (or decrease) in the
United  States  Consumer  Price Index (National, All Items) between October 2000
and October of the year preceding the year subject to the minimum fee, and shall
be  rounded  to  the  nearest  dollar  amount.


                                MINIMUM FEE TABLE

Gross Revenue       2001 Annual Minimum Fee
Up to $12,000       $     259.00
12,001 to $18,500   $     388.00
------------------  ------------
18,501+            $      517.00
------------------  ------------


6.     FINANCIAL  REPORTS  AND  AUDIT

(a)     LICENSEE  shall  submit  to  BMI  separate Financial Reports as to Gross
Revenue  generated  by  LICENSEE's  Web  Site  as  follows:

(i)     For  each  calendar quarter of this Agreement, a report, certified by an
authorized  representative  of  LICENSEE,  for  the  Web  Site,  in  the  form
substantially  the  same  as  the  Web  Site Music Performance License Quarterly
Report  Form  annexed  to  this  Agreement  as  Exhibit B.  LICENSEE's Financial
Reports  are  due  at  the  same  time  as the applicable quarterly license fee,
including the Annual Minimum License Fee, as set forth in Paragraph 4.  LICENSEE
agrees  to  use  commercially  reasonable  efforts to use software which BMI may
provide  to LICENSEE to prepare and deliver such reports electronically, or such
other  commercially  reasonable alternative method upon which the parties agree.
LICENSEE's  Financial  Reports  shall  be treated as confidential.  BMI will not
disclose  the contents of such reports except as may be required by law or legal
process;  provided,  however,  that  nothing  contained  herein  shall  limit or
preclude  BMI  from  providing affiliated or represented songwriters, composers,
music publishers, and/or non-U.S. performing rights licensing organizations with
itemized  royalty statements and responding to inquiries from such affiliates or
non-U.S.  organizations  related  thereto.

(ii)     BMI  shall  have the right to estimate the fees due for a given quarter
year  on  the basis of the highest quarterly fee during the previous twelve (12)
months  and bill LICENSEE therefor in the event that LICENSEE fails to report as
required.  Neither  BMI's  estimation  of  the  fee  for  a reporting period nor
anything else shall relieve LICENSEE of the obligation to report and make actual
fee  payments  for  the  reporting  period.  If BMI's estimate was less than the
actual  license  fee  due,  LICENSEE  shall  pay  BMI, at the time the report is
rendered,  the difference between the actual fee due and the estimated fee paid.
If  LICENSEE's report reflects that the actual fee for the quarter year was less


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than  the  estimated  fee  paid,  BMI shall credit the overpayment to LICENSEE's
account.  If LICENSEE has submitted all contractually required prior reports and
payments  to  BMI  and  this  Agreement  is  terminated,  BMI  shall  refund the
overpayment  to  LICENSEE.

(b)     BMI  shall have the right to require that LICENSEE provide BMI with data
or  information  sufficient  to  ascertain  the  license  fee  due  hereunder.

(c)     BMI  shall  have  the  right,  at BMI's sole cost and expense, once with
respect  to  each  year of the Term (or portion thereof), by its duly authorized
representatives,  at  any  time  during customary business hours and upon thirty
(30)  days'  advance written notice, to examine the books and records of account
of  LICENSEE  necessary to verify any and all statements, accounting and reports
rendered and/or required by this Agreement and in order to ascertain the license
fee  due  BMI  for  any  unreported  period.  The period for which BMI may audit
LICENSEE  shall  be  limited  to  three (3) calendar years preceding the year in
which the audit is made; provided, however, that if an audit is postponed at the
request  of LICENSEE, and BMI grants such postponement, BMI shall have the right
to  audit  for  the period commencing with the third calendar year preceding the
year  in  which  notification  of  intention  to audit was first given by BMI to
LICENSEE.  In  the event that an audit reveals a deficiency of ten percent (10%)
or  greater, BMI shall have the right to audit one (1) additional calendar year,
for  a total of four (4) calendar years preceding the year in which the audit is
made.  This  limitation on the period for which BMI may audit LICENSEE shall not
apply  if:  (i) LICENSEE fails to file its Financial Reports due under Paragraph
6(a)(i)  in a timely manner; and/or (ii) LICENSEE fails or refuses after written
notice  from  BMI  to  produce  the  material  books  and/or  records of account
necessary  to  verify any report or statement required under the Agreement.  BMI
shall  treat as confidential all data and information coming to its attention as
the  result  of any such examination of books and records, and shall not use any
such  information  other  than  in  connection  with  its administration of this
Agreement.

(d)     In addition to any other remedy that BMI may have, in the event that BMI
conducts  an audit under Paragraph 6(c) and such audit reveals that LICENSEE has
underpaid  license  fees  to  BMI,  LICENSEE  shall  immediately  pay the amount
LICENSEE  owes BMI and, in addition, if such underpayment amounts to ten percent
(10%)  or  more of LICENSEE's annual fees for the audited period, LICENSEE shall
pay BMI a late payment charge in the amount of one and one-half percent (1 1/2%)
per month of all monies owed commencing on the actual date such monies were due.

7.     LATE  PAYMENT  CHARGE

BMI  may  impose a late payment charge of one and one-half percent (1 1/2 %) per
month from the date payment was due on any quarterly payment that is received by
BMI  more  than  ten  (10)  days  after  the  due  date.

8.     MUSIC  USE  REPORTS

(a)     LICENSEE  shall  provide  BMI,  in  electronic form, quarterly Music Use
Reports  which shall contain detailed information from LICENSEE's Web Site usage
logs  concerning  the  transmission of all musical works on LICENSEE's Web Site.
Such  information  shall  identify  each musical work by title, composer/writer,
author,  artist,  record label, any unique identifier (e.g. ISWC, ISAN), length,
type  of  use  (i.e.,  theme,  background  or feature performance) and manner of
performance  (i.e. instrumental or vocal) (or any other methodology agreed to by
BMI  and  LICENSEE)  and  specify  the  number  of  times  each musical work was
transmitted  and  whether  such transmission was streamed or downloaded.  In the
event  that a charge was made for an on-demand transmission where the user chose
to  access  a  particular  work  and  paid  a  fee to LICENSEE for such service,
LICENSEE  shall include the gross price that the end user was charged to receive
such  transmission(s).  With respect to transmissions of audiovisual works, such


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information  shall  also  include  the  title  of each audiovisual work, and the
primary  author, director, and principal actor(s) of the audiovisual work.  With
respect  to on-demand transmissions where users are able to access transmissions
of  specific works upon request, such information shall also include the country
where  the  end-user  received such transmission. LICENSEE shall request reports
from  its licensors or outside producers with respect to all content provided by
others  and  transmitted  by  LICENSEE  as part of LICENSEE's Web Site. LICENSEE
shall notify BMI immediately in the event that LICENSEE is unable to obtain such
reports, and BMI shall use commercially reasonable efforts to secure any missing
reports  from  LICENSEE's  licensors or outside producers, but nothing contained
herein shall relieve LICENSEE of its obligation to deliver the reports to BMI in
the  event  that  BMI  is  unable  to  obtain  such  reports.

(b)     LICENSEE  shall  deliver  to  BMI  Music  Use  Reports  on or before the
thirtieth day following the end of such quarter pursuant to the Payment Schedule
set forth in Paragraph 4. LICENSEE agrees to use commercially reasonable efforts
to  use  software  which BMI may provide to LICENSEE to prepare and deliver such
reports electronically, or such other commercially reasonable alternative method
upon  which  the  parties  agree.

(c)     BMI  shall  not  disclose,  other  than  as  individualized  music  use
information accompanying royalty statements, any specific music performance data
contained  in  the  Music  Use Reports without LICENSEE's prior written consent.
Nothing contained herein shall preclude BMI from using the music use information
as  part of aggregated, publicly disseminated market data, so long as the source
of such information is not specifically identifiable as coming from LICENSEE, or
disclosing  any  such  data  as  may  be  required  by  law  or  legal  process.

9.     INDEMNIFICATION

Provided  that LICENSEE has not failed to cure a breach or default within thirty
(30)  days  of  receiving notification from BMI thereof under the Agreement, BMI
shall indemnify, save and hold harmless and defend LICENSEE and its officers and
employees  from  and  against  any  and  all  claims, demands and suits alleging
copyright  infringement  that may be made or brought against them or any of them
with respect to the public performance within the Territory of any musical works
licensed  hereunder;  provided, however, that such indemnity shall be limited to
those  claims,  demands  or  suits  that  are  made  or  brought within the U.S.
Territory,  and  provided  further that such indemnity shall be limited to works
which  are  BMI-affiliated  works  at the time of LICENSEE's performance of such
works.  This  indemnity  shall  not  apply  to transmissions of any musical work
performed  by  LICENSEE after written request from BMI to LICENSEE that LICENSEE
refrain  from  performance  thereof. BMI shall, upon reasonable written request,
advise  LICENSEE  whether particular musical works are available for performance
as  part  of  BMI's  repertoire.  LICENSEE  shall  provide  the  title  and  the
writer/composer of each musical composition requested to be identified. LICENSEE
agrees  to  give  BMI  immediate  notice  of any such claim, demand, or suit, to
deliver  to  BMI  any  papers pertaining thereto, and to cooperate with BMI with
respect  thereto,  and  BMI  shall  have  full charge of the defense of any such
claim,  demand,  or suit; provided, however, that LICENSEE may retain counsel on
its  behalf and at its own expense and participate in the defense of such claim,
demand  or  suit.

10.     WARRANTY;  RESERVATION  OF  RIGHTS

This  Agreement  is experimental in nature.  BMI and LICENSEE recognize that the
license  granted  herein  covers  certain  transmissions originating from and/or
received  in  certain  territories  outside  of  the  U.S. Territory pursuant to
experimental  agreements  with  certain  non-U.S.  performing  rights  licensing
organizations  around  the  world,  and  that  this  Agreement  is  broader  in
geographical  scope than BMI's previous Internet licenses.  Notwithstanding, BMI
is  offering this Agreement at the same rate as its previous Internet license on
an  experimental  and  non-prejudicial  basis for the sole purpose of evaluating
such  international  licensing initiatives.  Nothing contained in this Agreement


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is  intended  to  reflect BMI's position with respect to the reasonable value of
the  license  granted  herein;  BMI  hereby  expressly  reserves  its  right  to
re-evaluate the appropriateness of the fees and terms herein, including, but not
limited  to,  the reasonable value of a license that covers transmissions beyond
the  U.S.  Territory,  for  periods  following  the  Term.

11.     BREACH  OR  DEFAULT

Upon  any  breach  or  default  of the terms and conditions of this Agreement by
LICENSEE,  BMI  shall  have  the  right  to  cancel this Agreement, but any such
cancellation  shall  only  become  effective if such breach or default continues
thirty  (30)  days after LICENSEE's receipt of written notice thereof. The right
to cancel shall be in addition to any and all other remedies which BMI may have.
No waiver by BMI of full performance of this Agreement by LICENSEE in any one or
more  instances  shall  be  a  waiver  of the right to require full and complete
performance  of  this  Agreement  thereafter  or  of  the  right  to cancel this
Agreement  in  accordance  with  the  terms  of  this  Paragraph.

12.     DISCONTINUANCE  OF  MUSIC

In  the  event that LICENSEE ceases to publicly perform music in connection with
its  Web  Site,  LICENSEE may cancel this Agreement by sending written notice to
BMI  prior  to the effective date of cancellation as specified in such notice by
LICENSEE.  BMI  will cancel this Agreement, retroactive to the effective date of
cancellation,  but  only  if,  within ninety (90) days after the effective date,
LICENSEE:  (a)  has  submitted  to  BMI  all  reports and payments due under the
Agreement  through  the  effective  date;  and  (b)  has  not  resumed  publicly
performing  music  in  connection with its Web Site.  In the event that LICENSEE
fails  to provide such reports and payments or resumes publicly performing music
in  connection  with  its Web Site within the ninety (90) day period, LICENSEE's
request  to  cancel  this Agreement shall be deemed withdrawn and this Agreement
shall remain in full force and effect for the duration of the Term in accordance
with  Paragraph  1  above.

13.     ARBITRATION

All  disputes  of any kind, nature or description arising in connection with the
terms  and  conditions  of  this  Agreement  (except  for  matters  within  the
jurisdiction  of  the  BMI  rate court) shall be submitted to arbitration in the
City,  County,  and  State  of  New  York under the then prevailing rules of the
American  Arbitration Association by an arbitrator or arbitrators to be selected
as  follows: Each of the parties shall, by written notice to the other, have the
right  to  appoint one arbitrator. If, within ten (10) days following the giving
of  such  notice  by  one  party the other shall not, by written notice, appoint
another  arbitrator,  the  first arbitrator shall be the sole arbitrator. If two
arbitrators are so appointed, they shall appoint a third arbitrator. If ten (10)
days  elapse  after  the  appointment  of  the  second  arbitrator  and  the two
arbitrators  are  unable  to  agree upon the third arbitrator, then either party
may,  in  writing,  request  the American Arbitration Association to appoint the
third  arbitrator.  The  award  made  in  the  arbitration  shall be binding and
conclusive  on  the parties and judgment may be, but need not be, entered in any
court  having  jurisdiction.  Such  award  shall  include  the  fixing of costs,
expenses,  and  attorneys'  fees  of  arbitration,  which  shall be borne by the
unsuccessful  party.

14.     WITHDRAWAL  OF  WORKS

BMI  reserves  the  right at its discretion to withdraw from the license granted
hereunder  any  musical  work  as to which legal action has been instituted or a
claim  made that BMI does not have the right to license the performing rights in
such  work  or  that  such  work  infringes  another  composition.

15.     NOTICE

All  notices  and  other  communications  between the parties hereto shall be in
writing  and  deemed  received (i) when delivered in person; (ii) upon confirmed
transmission  by  telex  or  facsimile  device;  or  (iii)  five  (5) days after
deposited  in  the United States mails, postage prepaid, certified or registered


                                        9

mail,  addressed  to  the other party at the address set forth below (or at such
other  address  as  such  other  party  may  supply  by  written  notice):

                         BMI:  320  West  57th  Street  New York, New York 10019
                               Attn:  Senior  Vice  President  Licensing

                              with  a  separate  copy  to:

                              Senior  Vice  President  and  General  Counsel

                   LICENSEE:  165 State Street, Suite 325, New London, CT 06320
                              ATTN:  President

                              with  a  separate  copy  to:

16.     ASSIGNMENT

This  Agreement  shall  inure  to  the  benefit of and shall be binding upon the
parties  hereto  and  their respective successors and assigns, but no assignment
shall  relieve  the  parties  hereto  of their respective obligations hereunder.

17.     ENTIRE  AGREEMENT

This  Agreement  constitutes  the  entire understanding between the parties with
respect to the subject matter hereof.  This Agreement cannot be waived, added to
or modified orally and no waiver, addition or modification shall be valid unless
in  writing  and  signed  by  the  parties.  This  Agreement,  its  validity,
construction,  and  effect,  shall  be  governed by the laws of the State of New
York.  The  fact  that  any  provisions herein are found by a court of competent
jurisdiction  to  be  void  or  unenforceable  shall  not affect the validity or
enforceability  of  any  other  provisions.

BROADCAST  MUSIC,  INC.

By:     "Richard  Conlon"
        -----------------
     (Signature)

Richard  Conlon
---------------
(Print  Name  of  Signer)

VP  Marketing  &  Business  Development
---------------------------------------
(Title  of  Signer)

Please  return  signed  agreement  together  with  minimum  fee  to  :

BMI
320  West  57th  Street
New  York,  NY  10019
ATTN:  Web  Site  Licensing



                                       10

PLEASE  COMPLETE  ALL  OF  THE  FOLLOWING:

LICENSEE's  main  offices  are  located  in  the  U.S.  Territory
YES___X__     NO_____

The  majority  of  LICENSEE's  employees  are  located  in  the  U.S.  Territory
YES___X__     NO_____

LICENSEE's  annual  accounts  are  audited  in  the  U.S.  Territory
YES_____     NO__X___  -  Canada  but  in  accordance  with  US  GAP

iQuest  Networks  Inc.,  d/b/a  Jackalope  Audio
------------------------------------------------
(LICENSEE)

By:     "Chris  Desrosiers"
        -------------------
     (Signature)

Chris  Desrosiers
-----------------
(Print  Name  of  Signer)

President
---------
(Title  of  Signer)





                                    WEB SITE
                           MUSIC PERFORMANCE AGREEMENT

                                    EXHIBIT A




WEB SITE NAME                                  URL
Jackalope Audio                         www.jackalopeaudio.com










































                                    EXHIBIT B



                      WEB SITE MUSIC PERFORMANCE AGREEMENT
                            GROSS REVENUE CALCULATION
                         QUARTERLY FINANCIAL REPORT FORM
                         -------------------------------
SAMPLE






                              Jan. 1 -  Apr. 1 -  July 1 -   Oct. 1 -
Report For Calendar Quarter:  Mar. 31   June. 30  Sept. 30   Dec. 31   ___YEAR


     Company  Name:        ___________________________________________________
     Address:              ___________________________________________________
                           ___________________________________________________
     Telephone  No.:       ___________________________________________________
     Name  of  Web Site:    __________________________________________________
     URL:                  ___________________________________________________



YOUR  GROSS  REVENUE

1.  Subscriber  Revenue  (including  commissions  on  third  party
    transactions)  $  _____________________
2.  Advertising  Revenue  (less  agency  commissions)     $
    _____________________
3.  Provision  of  Space  or  Time     $     _____________________
4.  Donations     $     _____________________
5.  Trade  or  Barter     $     _____________________
6.  Proprietary  Software     $     _____________________

TOTAL GROSS REVENUE (add lines 1 through 6)     $     _____________________



   TOTAL GROSS REVENUE $ _______________ X 1.75% = $ ____________________
                                                      LICENSE  FEE

                   TOTAL PAYMENT DUE = $ ____________________



I  hereby  certify  on this __________ day of _______________, _______ that
the  above  is  true  and  correct.


BY:     _________________________     Please  return report and payment to:
        (SIGNATURE)
                                           Web  Licensing
     ______________________________        BMI
     (PRINT  NAME  OF  SIGNER)             320  West  57th  Street
                                           New  York,  NY  10019
     ______________________________
     (TITLE  OF  SIGNER)


               Please e-mail any questions to weblicensing@bmi.com


                                     ------
                                    EXHIBIT B
                                    ---------

                      WEB SITE MUSIC PERFORMANCE AGREEMENT
                         MUSIC AREA REVENUE CALCULATION
                         QUARTERLY FINANCIAL REPORT FORM
                         -------------------------------
SAMPLE






                              Jan. 1 -  Apr. 1 -  July 1 -   Oct. 1 -
Report For Calendar Quarter:  Mar. 31   June. 30  Sept. 30   Dec. 31   ___YEAR


     Company  Name:        ___________________________________________________
     Address:              ___________________________________________________
                           ___________________________________________________
     Telephone  No.:       ___________________________________________________
     Name  of  Web Site:    __________________________________________________
     URL:                  ___________________________________________________


                               MUSIC AREA REVENUE
DIRECT  MUSIC  AREA  REVENUE
1.  In-Stream Advertising $____________ less agency commissions $____________
    $____________________
2.  Music  Page  Banner  Advertising  $___________  less  agency  commissions
    $___________     $____________________
3.  Music  Subscriber  Fees          $____________________
4.  Other  Music  Revenue          $____________________
5.  DIRECT  MUSIC  AREA  REVENUE  (add  lines  1  through  4)
    $____________________

ALLOCATION  OF  RUN  OF  SITE  REVENUE
6.  Subscriber  Revenue  (including  commissions on third party transactions)
    $____________________
7.  Advertising  Revenue  $____________ less agency commissions $____________
    $____________________
8.  Provision  of  Space  or  Time          $____________________
9.  Donations          $____________________
10.  Trade  or  Barter          $____________________
11.  Proprietary  Software          $____________________
12.  RUN  OF  SITE REVENUE (add lines 6 through 11)     $____________________
13.  ALLOCATION  OF  RUN  OF  SITE  REVENUE
     _________________  x    (_____________________
     RUN OF SITE REVENUE     (TOTAL MUSIC PAGE IMPRESSIONS)
     Divided by _____________________)  $____________________
               (TOTAL PAGE IMPRESSIONS)
14.  TOTAL  MUSIC AREA REVENUE (add lines 5 and 13)     $____________________



                             MUSIC AREA LICENSE FEE
                            (the greater of A and B)



A.  TOTAL MUSIC AREA REVENUE     B.  MUSIC PAGE IMPRESSIONS

$_________ x 2.5% = $________    _____________ 1,000 x $0.12 = $__________
(from  Line  13)                 Total  Music  Page  Impressions


                   MUSIC AREA LICENSE FEE $ _________________


I  hereby  certify  on this _______ day of ______________, _______ that
the  above  is  true  and  correct.

BY:     ______________________________     Please  return report and payment to:
        (SIGNATURE)                        Weblicensing
        ______________________________     BMI
        (PRINT  NAME  OF  SIGNER)          320  West  57th  Street
        ______________________________     New  York,  NY  10019
        (TITLE  OF  SIGNER)                Please e-mail any questions to
                                           weblicensing@bmi.com




                                    EXHIBIT C
                             LAST UPDATED:  7/23/01



PERFORMING RIGHTS ORGANIZATION      COUNTRY
AEPI                            Greece
------------------------------  ---------------
AKM                             Austria
------------------------------  ---------------
APRA                            Australia
------------------------------  ---------------
ARTISJUS                        Hungary
------------------------------  ---------------
BUMA                            The Netherlands
------------------------------  ---------------
CASH                            Hong Kong
------------------------------  ---------------
COMPASS                         Singapore
------------------------------  ---------------
GEMA                            Germany
------------------------------  ---------------
IMRO                            Ireland
------------------------------  ---------------
JASRAC                          Japan
------------------------------  ---------------
KCI                             Indonesia
------------------------------  ---------------
KODA                            Denmark
------------------------------  ---------------
MACP                            Malaysia
------------------------------  ---------------
MUST                            Taiwan
------------------------------  ---------------
PRS                             United Kingdom
------------------------------  ---------------
SABAM                           Belgium
------------------------------  ---------------
SACEM                           France
------------------------------  ---------------
SACM                            Mexico
------------------------------  ---------------
SADAIC                          Argentina
------------------------------  ---------------
SCD                             Chile
------------------------------  ---------------
SGAE                            Spain
------------------------------  ---------------
SIAE                            Italy
------------------------------  ---------------
STIM                            Sweden
------------------------------  ---------------
SUISA                           Switzerland
------------------------------  ---------------
TEOSTO                          Finland
------------------------------  ---------------
UBC                             Brazil
------------------------------  ---------------






                                    WEB SITE
                          MUSIC PERFORMANCE AGREEMENT

                                WEB SITE PROFILE
             Please complete and return with your signed agreements
                     so we can service your account properly

          SITE  URL:          WWW.JACKALOPEAUDIO.COM
                              ----------------------

          SITE  NAME:         JACKALOPE  AUDIO
                               ----------------

     CORPORATE  NAME:         IQUEST  NETWORKS  INC.
                              ----------------------

     CORPORATE  CONTACT:      CHRIS  DESROSIERS     TITLE:     PRESIDENT
                              -----------------                ---------

     CORPORATE  ADDRESS:      165  STATE  STREET,  SUITE 325,
                              NEW LONDON, CT  06320
                              ---------------------------------

     TELEPHONE:               860.437.3093     FAX:     860.437.3693
                              ------------              ------------

         E-MAIL:              CHRISD@IQUESTNETWORKS.COM
                                  -------------------------


FINANCIAL  CONTACT:          ANTON  DRESCHER     TITLE:     CFO
                             ---------------                ---
If  different  from  above

BILLING  ADDRESS:            ____________________________________
If  different  from  above

TELEPHONE:                  800.321.8564     FAX:     604.685.5777
                            ------------              ------------

        E-MAIL:             AJD@HARBOURPACIFIC.COM
                            ----------------------



MUSIC
USE  REPORTS  CONTACT:  _______________  TITLE:  ________________
If  different  from  above
TELEPHONE:              ______________  FAX:   _________________

             E-MAIL:     ______________________________________



                     QUESTIONS? PLEASE VISIT OUR WEB SITE AT
                               HTTP://WWW.BMI.COM





                                                                  Richard Conlon
                                                                  Vice President
                                                 Marketing& Business Development
                                                                 Media Licensing

                                                                January 16, 2002




Mr.  Chris  Desrosiers
President
IQuest  Networks  Inc.
165  State  Street,  Suite  325
New  London,  CT  06320

     Re:     BMI  Web  Site  Music  Performance  Agreement
             ---------------------------------------------

Dear  Chris:

     In connection with the BMI Web Site Music Performance Agreement between BMI
and  Jackalope  Audio ("LICENSEE") executed on even date herewith for the public
performance  of  BMI  music  on  LICENSEE's  Web Site, and reflecting the unique
business  structure  of  LICENSEE,  it  is  hereby  further  agreed  as follows:

1.     Notwithstanding  anything to the contrary contained in the Agreement, the
term  Territory shall mean the United States, its Commonwealth, territories, and
possessions.  Accordingly,  all  references  to  the  Territory in the Agreement
shall  be  limited  thereto,  and Paragraph 3(b), and the reference to Paragraph
3(b)  in  Paragraph  3(a),  are  hereby  deleted.

2.     This  letter agreement is experimental in nature and both parties reserve
the  right  to  reevaluate  the appropriateness of the fees and terms herein for
periods  following  the  expiration  of  the  Term.

If  you  agree  with  the  foregoing, please so indicate by signing in the space
provided  below.

Sincerely,

"Richard  Conlon"
Richard  Conlon


Accepted  and  Agreed  to:
IQuest  Networks,  Inc.  d/b/a  Jackalope  Audio

By:     "Chris  Desrosiers"_
        ---------------------------------
     Authorized  Signatory
     Chris  Desrosiers_
     ----------------------------------
     Print  Name
     President
     ------------------------------
     Title

Reference:
Security Exchange Commission - Edgar Database, EX-10.7 26 doc25.txt, Viewed August 12, 2022, View Source on SEC.