TRADEMARK LICENSE

This Agreement is made and entered into effective as of the 10th October, 2005 (Effective Date) by and between Dominion Entertainment, Inc., a Minnesota corporation, having its principal place of business at 2655 Cheshire Lane North, Suite 100, Plymouth, MN 55447 (Licensor) on one hand; and BCI Eclipse Company, LLC, a Minnesota limited liability company, 810 Lawrence Drive, #100, Newbury Park, CA 91320 (Licensee) on the other hand.

WHEREAS, Licensor owns and/or controls the US Trademark Registration Nos. 1,864,592 and 1,929,509 (herein collectively the Registrations), for the marks K-TEL, and the K logo, (herein respectively the Marks), of which specimens are attached hereto, made a part hereof, and incorporated by reference on Exhibit A; and

WHEREAS, Licensor and Licensee have entered into an agreement attached hereto, made a part hereof, and incorporated by reference as Exhibit B (License Agreement), whereby Licensor grants to Licensee the right to manufacture, advertise and sell compact discs and digital video discs (DVD) for sale through the channels described in the License Agreement embodying master recordings or musical performances in audio and video formats only which are owned or controlled by Licensor and which are limited to and specifically set forth in the License Agreement.  Licensee also intends to license and release compact discs and DVDs embodying master recordings or musical performances owned by third parties and released by Licensee, which master recordings or DVDs must be specifically approved by Licensor (if licensed from a non-major record label) (collectively referred to herein as Products).  As used herein, major record label shall mean EMI, Sony BMG, Warner Music, Universal Music and their respective owned, controlled and affiliated labels.

WHEREAS, the parties are desirous of entering into this Agreement whereby Licensee will obtain the right to use the Marks on the Products during Term (as herein defined).

NOW THEREFORE, the parties hereto agree as follows:

1.             Territory.  United States (Territory).

2.             Term.

(a)                                  The Initial Term shall commence on the Effective Date of this Agreement and shall terminate at the end of the calendar month occurring fourteen (14) months thereafter unless extended or sooner terminated as provided for herein.

(b)                                 Licensee is granted an option to extend the Initial Term for a second one (1) year period (First Extension) conditioned upon the following:

(i)             Licensor must have earned Royalties based on Products shipped (which shall include the Advance as hereinafter set forth) in the amount of three hundred fifty thousand dollars ($350,000.00) (First Extension Amount) by the end of the Initial Term.  It is understood and agreed that Royalties based on shipments of Product will not actually be paid to Licensor until the accounting period during which Licensee actually receives payment for such Product; or

(ii)          Licensee shall have the option to pay any shortfall in the First Extension Amount on or before the date which is sixty (60) days following the expiration of the Initial Term in order to qualify for the First Extension, provided however

written notice of its intention to pay such amount shall be given to the Licensor on or before the expiration of the Initial Term and provided further that any such shortfall payment shall not applied as a credit against the Second Extension Amount or any payment otherwise due or becoming due under this Agreement or the License Agreement.  Any shortfall amounts paid by Licensee hereunder shall be referred to as a Shortfall Payment.

(c)                                  Licensee is granted an option to extend the Term for a third one (1) year period (Second Extension) conditioned upon the following:

(i)             Licensor must have earned additional Royalties based on Product shipped equal to or exceeding the sum of four hundred fifty thousand dollars ($450,000.00) during the First Extension period (and not earned during the Initial Term) (Second Extension Amount) by the end of the First Extension period.  It is understood and agreed that Royalties based on shipments of Product will not actually be paid to Licensor until the accounting period during which Licensee actually receives payment for such Product; or

(ii)          Licensee shall have the option to pay any shortfall in the Second Extension Amount on or before the date which is sixty (60) days following expiration of the First Extension period in order to qualify for the Second Extension, provided however written notice of its intention to pay such amount shall be given to the Licensor on or before the expiration of the First Extension period and provided further that any such shortfall payment shall not be applied or credited toward any payment otherwise due or becoming due under this Agreement or the License Agreement.  Any such shortfall amounts paid by Licensee shall be referred to as a Shortfall Payment.

(d)                                 To the extent that Licensee is required to issue any credits for return of any of Products which were sold or distributed by Licensor, or any of its distributors other than Licensee (Licensor Products), and such credits are based on returns of units of Product in excess of twenty-five percent (25%) of the units of such Products set forth on Exhibit C attached hereto and by this reference incorporated herein, Licensee shall have the right to deduct the amount of all such credits in excess of the twenty-five percent (25%) (as well as any third-party return processing charges actually incurred by Licensee on such excess) from any royalties or Extension Amounts otherwise due to Licensor hereunder.  For purposes of clarity, Licensee shall not have the right to deduct the amount of credits for returns until such returns exceed the twenty-five percent (25%) threshold set forth above.  Licensee shall then own any inventory of Licensor Products for which it has accepted such returns and issued credits (up to the twenty-five percent (25%) limitation set forth above) and Licensor shall continue to own any inventory of Licensor Products in excess of the twenty-five percent (25%) limitation set forth above and Licensee shall return such inventory to Licensor at Licensees expense.  If Licensee is then selling the same Products, Licensee shall furnish at its own expense the current sleeves for such Products and shall furnish jewel cases at Licensees expense, and Licensor shall rework the Products and sell such inventory to Licensor at a purchase price equal to Licensees normal manufacturing costs for such Products for Licensee to resell under the terms of this Agreement.  If Licensee is not then selling the same Product then notwithstanding the grant of an exclusive license herein Licensor

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