ARTIST AGREEMENT
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This agreement (“Agreement”) dated as of July               , 2010, is between MKTG, Inc. (“Producer”) and the artist (the “Artist”) identified below for the production and presentation of the live event entitled: TV.Com Now Awards Event (“Event”).

EVENT DATE: July 23, 2010, 4:00 p.m. to approximately 8:00 p.m. (“Event Date/Time”).

EVENT LOCATION: PETCO Park, San Diego, California (“Event Location”)

SCHEDULED DURATION OF SERVICES: On the Event Date from 4:00 p.m. to 8:00 p.m. (PST)

COMPENSATION:

Artist is participating in the Event as the result of having won a contest sponsored by Boomdizzle (http://www.boomdizzle.com), and consistent with that contest award, Artist is hereby given the opportunity to perform at the TV.com NOW Awards subject to the terms and conditions herein.

ONE HUNDRED DOLLARS ($100.00) ONLY is being paid to Artist as the sole monetary compensation under this Agreement for all performances of Artist and all rights granted herein.

For the Event on July 23, 2010, at PETCO Park, and related Services as set forth herein, a total of One Hundred Dollars (U.S. Dollars) ($100.00) (“Compensation”).

PLEASE READ THE ABOVE AND WITHIN CAREFULLY

Please note the following Terms & Conditions, all of which are incorporated herein by reference.

TERMS AND CONDITIONS

1. SERVICES:

a. Producer agrees to employ, and Artist agrees to perform, as an independent contractor, on a work-for-hire basis, upon the terms and conditions herein specified, the services as a musical performer at the Event Date/Time and Location stated above and as further specified below (the “Services”). Artist shall be present and available at the Event Location during the Event Time. Artist will arrive at the Event camera-ready, attired and styled for a daytime, outdoor award presentation without any visible trademarks or logos or any article of attire containing the name, likeness or image of a recognizable individual.

b. As further set forth in Paragraph 8 herein, no later than at the time of execution of this Agreement, Artist shall provide Producer with a set list of all songs Artist will perform at the Event, which shall be subject to approval by Producer or its assignee. Producer, or its assignee, in its sole discretion, may reject any song on Artist’s set list for business, legal or creative reasons. If any song is rejected by Producer or its assignee, Artist will substitute a song, and once again, said song is subject to approval by Producer or its assignee in its sole discretion.

c. The doors of the Event shall open at 4:00 p.m. Artist shall be on stage no later than 5:15 p.m., or such other time as Producer shall require in Producer’s sole discretion. Artist shall perform one thirty (30) minute set.

d. Artist will arrive at the Event two (2) hours prior to their scheduled set time to participate in sound check. Sound check for Artist is tentatively scheduled for 3:00 p.m. on the Event Date.

e. Artist shall make themselves reasonably available for print, TV and B-roll interviews and autograph signings (outlets are TBD by Producer). If press outlets wish to interview Artist at the Event, Producer will advise Artist and Artist shall make themselves reasonably available.

f. Artist and Artist’s agents or employees shall not, at any time, make disparaging, derogatory or critical public statements at or about the Event, the Producer, Entertainment Marketing Company (“EMC”), CBS Interactive Inc. (“CBSi”), Boomdizzle Networks (“Boomdizzle”) the Event sponsors or the venue.

2. COMPENSATION:

a. As compensation in full for the Services of Artist, and for the rights granted and/or agreed to be granted to Producer, provided Artist is not in material default, and has performed all Services required hereunder, Producer shall pay to Artist the Compensation for Artist’s Services.

b. Producer shall not be obligated to pay Artist any Compensation for any period of failure, refusal or inability on Artist's part to render Services for Producer hereunder or to comply with any terms or conditions of this Agreement.

c. Artist hereby authorizes Producer to make all payments for Artist's Services to Artist’s Representative, if any, as specified above, which shall be deemed as if paid directly to Artist.

d. As additional compensation to Artist, Producer is buying out venue’s merchandising minimum to allow Artist (and other performing artists at the Event) to sell their own merchandise at the Event. Producer will provide space for Artist to sell Artist’s merchandise at the Event, but will not provide assistance or personnel for merchandise sales. Artist is entitled to 100% of all Artist-related merchandise or other Artist-related products sold directly by Artist. If Producer sells merchandise at the Event, Artist is not entitled to any percentage of merchandise or products sold by Producer, if any. Producer may sell merchandise containing Artist’s name and likeness, so long as the TV.com NOW Awards brand is the predominant brand on said merchandise. For merchandise sold by Artist, Artist shall collect, report and remit all sales tax required.

e. Compensation shall be paid to Artist by certified check or bank wire.

3. ADDITIONAL OBLIGATIONS OF PRODUCER:

a. Artist will be personally escorted to the backstage Green Room for last looks and stage manager briefing for the onstage appearance. Backstage facilities will be available for any last-minute preparations prior to appearing onstage.

b. Artist shall be responsible for his or her own transportation to and from the Event.

c. Producer shall provide sound and lights for Artist, it being understood that such sound and lights at the Event is a matter of art and taste to be exercised by Producer.

4. NATURE OF SERVICES:

a. Artist shall render all Services as Producer may reasonably require in connection with the Event. Said Services shall be rendered in such manner as Producer may direct, at the times and places required by Producer, and in a conscientious and artistic manner, to the best of Artist’s ability, with due regard to the efficient production and presentation of the Event, it being understood that such production and presentation of the Event is a matter of art and taste to be exercised by Producer and that Artist’s Services and the manner of rendition thereof are to be governed entirely by Producer.

5. INJUNCTIVE RELIEF; EXCLUSIVE SERVICES:

a. Artist’s Services to be furnished hereunder are of a special, unique, unusual, extraordinary and intellectual character, and of great and peculiar value to Producer and Producer may not, in an action at law, be reasonably or adequately compensated in damages for the loss thereof. Artist therefore hereby grants to Producer the exclusive rights in and to Artist’s Services, and the results, product and proceeds of the Services rendered. In the event of a breach or threatened breach of this Agreement, Producer, in addition to all other legal remedies, shall be entitled to injunctive relief without bond.

b. Unless otherwise expressly provided herein, Artist’s Services shall be rendered exclusively for Producer during the Event and Artist shall not undertake any obligation that would interfere with the full and timely performance of such Services.

6. Independent CONTRACTOR; NO Benefits:

a. It is the express intention of Producer and Artist that Artist perform the Services as an independent contractor to Producer as that term is defined in California Labor Code § 3353.

b. Nothing in this Agreement shall in any way be construed to constitute Artist as an agent, employee or representative of Producer. Without limiting the generality of the foregoing, Artist is not authorized to bind Producer to any liability or obligation or to represent that Artist has any such authority. Artist agrees to furnish all tools and materials necessary to accomplish this Agreement and shall incur all expenses associated with performance, except as expressly provided herein. Artist acknowledges and agrees that Artist is obligated to report as income all Compensation received by Artist pursuant to this Agreement. Artist agrees to and acknowledges the obligation to pay all self-employment, social security and other taxes on such income.

c. Artist will receive no Producer-sponsored benefits from Producer. If Artist is reclassified by a state or federal agency or court as Producer’s employee, Artist will become a reclassified employee and will receive no benefits from Producer, except those mandated by state or federal law, even if by the terms of Producer’s benefit plans or programs of Producer in effect at the time of such reclassification, Artist would otherwise be eligible for such benefits.

7. RIGHTS GRANTED BY ARTIST; RESULTS, PRODUCT AND PROCEEDS:

a. Artist grants to Producer, and Producer shall solely and exclusively own, all results, product, and proceeds of Artist’s Services rendered hereunder, including, but not limited to Artist’s musical performance and appearance in B-roll and interview footage (collectively “Artist’s Work Product”), including, but not limited to, all rights of whatever kind and character throughout the world, in perpetuity. All of Artist’s Work Product is within the scope of the grant of rights to Producer under this Agreement and is considered a Work for Hire as that phrase is defined under U.S. Copyright Law and the Producer is the sole author and owner of Artist’s Work Product pursuant to this Agreement. To the extent any such Artist’s Work Product may ever be determined not to be a Work for Hire, Artist hereby assigns to Producer, without further consideration, all right, title and interest in and to Artist’s Work Product, and all rights therein, in all manner and means of media, whether now known or hereafter conceived, developed or devised, forever and for all purposes, throughout the Universe, including the right to make any changes to Artist’s Work Product or derivative works from Artist’s Work Product, with no reservation of rights. In addition, if for any reason this assignment is held invalid, Artist hereby grants to Producer a world-wide, fully paid up, royalty-free, irrevocable license, in perpetuity, to use and exploit Artist’s Work Product in any manner consistent with the terms of this Agreement. Artist hereby acknowledges that none of Artist’s Work Product constitutes works of fine art, and Artist hereby waives any and all so called “moral rights” under state or federal law of the United States or any other country of the world. Artist agrees to execute, acknowledge and deliver upon demand such assignments and other documents and instruments as Producer deems necessary or appropriate to document or further evidence said ownership or rights.

b. Artist further irrevocably grants to Producer, its successors and assigns, the right to use, photograph, video-tape, make motion pictures, make sound or audio-visual recordings or otherwise record Artist’s name, likeness, image, picture, physical likeness and voice, and Artist’s Work Product (“Production”) and to reproduce, edit, rearrange, distribute, broadcast and rebroadcast the Production, in whole or in part, in any manner and in any and all forms of media whether now known or hereafter conceived, developed or devised, including, but not limited to, on the Internet (as streaming content and otherwise), and to exploit the Production in perpetuity. Such rights of exploitation of the Production include, but are not limited to, the right to use the Artist’s Work Product and the Production in conjunction with the advertising, marketing and promotion of the Event or any rebroadcast of the Event, including, but not limited to, video and other promotion of the Event in the CBS booth at Comic-Con International 2010, the marketing, advertising or production of any future TV.Com Awards Event, for archival footage, and for CBS Interactive Inc. institutional advertising, without further compensation. Without limiting the foregoing, Producer may use Artist’s name, image, picture and/or physical likeness in any advertising or promotion of the Event or any rebroadcast of the Event, including, but not limited to, use on tickets, poster(s) and/or other merchandise for the Event. The use of Artist’s name, likeness, image or biography in connection with any commercial tie-ups based on the Event shall not be deemed an endorsement of any product other than the Event. The exhibition of the Event and distribution of the Production by any media, including on the Internet (as streaming content and otherwise), even though a part of or in connection with a commercially sponsored program, shall not be deemed an endorsement of any nature.

c. All of the rights granted or agreed to be granted hereunder shall vest in Producer immediately and shall remain vested whether this Agreement expires in normal course or is terminated for any cause or reason.

d. Artist shall not transfer or attempt to transfer any right, privilege, title, or interest in or to any of the things above specified, nor shall Artist authorize or willingly permit any person, firm or corporation in any way to infringe upon such rights hereby granted to Producer, and Artist authorizes Producer, at Producer’s expense, in Artist’s name or otherwise, to institute any proper legal proceedings to prevent any infringement.

e. Nothing contained herein shall be deemed to obligate Producer to use Artist’s Services hereunder, Artist’s Work Product or the Production or to otherwise exploit the Event or Production, and Producer shall have fully discharged its obligations hereunder by payment to Artist of the applicable Compensation provided herein.

8. PLAYLIST, PERFORMANCE LICENSE, SYNCHRONIZATION RIGHTS AND LICENSES: No later than at the time of execution of this Agreement, Artist shall provide Producer with a playlist of the song(s) to be performed at the Event (see Paragraph 1 b.). No compositions and/or master recordings of others are to be utilized in the Artist’s performance which may require a master use and/or synchronization license for the Production. Additionally, (i) Artist may ONLY perform a “controlled composition” at the Event; (ii) Artist grants all music publishing rights (including public performance rights and Artist synchronization rights) to Producer on a gratis basis for exploitation in any and all media (now known or hereafter created, devised or developed as set forth in Paragraph 7) throughout the world in perpetuity; (iii) Artist represents and warrants that no consent will be necessary from any third party (e.g. a record label or management company) for Artist to perform at the Event; and (iv) the song(s) Artist performs at the Event shall be subject to Producer’s prior approval as set forth in Paragraph 1 b.

9. Consent of Record Label(s) OR OTHER THIRD PARTY: If for any reason Artist is unable to grant the representation and warranty set forth in 8 (iii), and if Artist is or was signed to a recording label or other entity that has any right of consent over Artist’s participation in the performance of Artist’s Services at the Event, or the performance of any particular song at the Event, as a material condition of this Agreement, Artist shall procure the consent and signature to this Agreement by said label(s) and/or third party.

10. WARDROBE: Artist shall arrive at the Event camera-ready, attired and styled in accordance with Section 1 of this Agreement and prepared to undertake Artist’s obligations pursuant to this Agreement. Any costumes, apparel or other articles paid for or furnished by Producer shall be returned to Producer promptly upon completion of Artist’s Services at the Event.

11. PUBLICITY/CONFIDENTIALITY: Except as explicitly stated herein, Artist shall not issue or authorize the issuance of any publicity, promotion or press release relating to the Event or this Agreement without obtaining Producer’s prior written approval. Artist shall keep all facts, information, trade secrets or any written or oral communication (including in any electronic form) and business plans relating to the Producer and/or the Event (collectively, “Confidential Information”), strictly confidential, and shall not reveal any Confidential Information without such party’s prior written consent, unless (i) such Confidential Information becomes public through no fault or involvement of Artist, or (ii) disclosure of such Confidential Information is compelled by applicable law, in which event Artist shall immediately provide Producer, and the applicable owner of any such Confidential Information, with written notice to such effect.

12. CAPACITY TO CONTRACT: Artist hereby warrants and represents that Artist is not under any obligation or disability, created by law or otherwise, which would in any manner or to any extent prevent or restrict Artist from entering into and fully performing this Agreement. Artist warrants and represents that Artist has not entered into any agreement or commitment that would prevent Artist’s fulfilling Artist’s commitments to Producer hereunder and that Artist will not enter into any such agreement or commitment without Producer’s specific written approval.

13. FORCE MAJEURE: If, by reason of fire, earthquake, labor dispute or strike, act of God or public enemy, any municipal ordinance, any state or federal law, governmental order or regulation, or other cause beyond Producer’s reasonable control, Producer is prevented from or hampered in the production and presentation of the Event, or if, by reason of any of the aforesaid Force Majeure contingencies or any other cause or occurrence outside Producer's reasonable control, including without limitation death, illness or incapacity of Artist, the preparation, commencement, production or completion of the Event is hampered, interrupted or interfered with by virtue of any disruptive events which are beyond Producer’s reasonable control (“Producer Disability”), then Producer may by written notice postpone the commencement of or suspend the rendition of Services by Artist and the running of time hereunder for such time as the Producer Disability shall continue and no Compensation shall accrue or become payable to Artist hereunder during the period of such suspension.

14. REPRESENTATIONS, WARRANTIES AND INDEMNITY: Artist warrants and represents that: Artist will not violate any law, rule, regulation or contractual obligation by entering into and/or performing this Agreement; Artist is free to enter into this Agreement and is not subject to any obligation or disability and has not made or will not make any commitments which will or might interfere with the full performance of Artist's obligations hereunder, or conflict with or impair the complete enjoyment of the rights and privileges granted hereunder; that all creative contributions by Artist hereunder shall be original to Artist and non-infringing of any third party rights, and that Producer’s use and exploitation of Artist’s Work Product shall not subject Producer to any liability (including, without limitation, liability relating to or arising from copyright, trademark or intellectual property infringement, rights of privacy or publicity, defamation laws, etc.). Artist shall indemnify, defend and hold harmless EMC, CBS Interactive Inc., Producer, Boomdizzle, the sponsors, licensees and/or assignees of the Event, and each of their respective parent, subsidiary, related and affiliated entities, and the officers, directors, shareholders, members, managers, agents, employees and representatives of the foregoing, from and against any and all damages, costs, charges, claims, recoveries, judgments, penalties, expenses and liabilities of any kind or nature, including reasonable attorneys’ fees and costs, arising out of any breach of Artist's representations, warranties and/or obligations hereunder, Artist's negligence and/or willful misconduct, or Artist's violation of any applicable laws.

15. MORALS: If Artist shall have committed or does commit any act, which shall be an offense involving moral turpitude under federal, state or local laws, or if Artist shall have conducted or does conduct himself/herself in a manner which might tend to bring Artist into public disrepute, contempt, scandal or ridicule, or which might tend to reflect unfavorably upon EMC, CBS Interactive Inc., Producer, the Event and/or any sponsors thereof, or otherwise injure the success of the Event, Producer shall have the right to terminate this Agreement effective immediately upon notice to Artist.

16. ARTIST'S BREACH OR INCAPACITY: If Artist at any time breaches any provision of this Agreement, or at any time is unable, fails, neglects or refuses to perform fully any one or more of Artist’s obligations hereunder, or in the event of Artist’s Incapacity, Producer may, without limiting any other remedies to which it may be entitled, terminate this Agreement effective forthwith and no Compensation shall be due to Artist. The term “Artist’s Incapacity” shall mean any material physical, mental or other disability rendering Artist incapable of fully performing all Services required to be performed by Artist hereunder and any material alteration or change in Artist’s facial or physical appearance, or any material impairment of Artist’s voice or performance ability.

17. ARTIST DEFAULT: If Artist fails or refuses to perform or comply with any material terms or conditions hereof, other than by reason of Artist’s Incapacity, Producer shall give written notice of breach specifying the nature of Artist’s breach. Upon notice of breach, Artist shall have 24 hours (or such shorter period as is reasonable under the circumstances) after the giving of such notice to cure the breach. If the Artist breach is not cured within the notice period it will be deemed an “Artist Default.” Upon Artist Default, Producer may terminate this Agreement forthwith, may seek repayment of all monies paid under this Agreement, and/or seek any and all remedies or damages permitted by law or equity.

18. PRODUCER DEFAULT: In the event Producer fails or refuses to perform or comply with any material terms or conditions hereof, other than by reason of Producer’s Disability, Artist shall give written notice of breach specifying the nature of Producer’s breach. Upon notice of breach, Producer shall have 24 hours (or such shorter period as is reasonable under the circumstances) after the giving of such notice to cure the breach. If the Producer’s breach is not cured within the notice period it will be deemed a “Producer Default.” Upon Producer Default, Artist may terminate this Agreement forthwith, and/or seek damages or remedies permitted by law, provided, however, Artist’s remedies are limited to money damages and Artist waives any right to injunctive or other equitable relief.

19. TERMINATION:

a. Termination of this Agreement as a result of Artist Default:

i. Terminates Producer’s obligation to pay Artist any further Compensation.

ii. Producer shall not be deemed to have waived any other rights it may have or alter Producer’s rights or any of Artist agreements or warranties in connection with the rendition of Artist’s Services prior to termination.

b. Producer may terminate this Agreement at any time for any reason by giving Artist prior written notice to such effect, provided that Producer shall pay Artist the applicable Compensation due for Services rendered though the effective date of termination.

20. PRODUCER’S RIGHT TO SUSPEND: In the event of Artist's Incapacity or Artist Default, Producer may postpone the commencement of or suspend the rendition of Services by Artist and the running of time hereunder so long as any such Artist's Incapacity or Artist Default shall continue; no Compensation shall accrue or become payable to Artist during the period of such suspension.

21. REMEDIES CUMULATIVE: All remedies available to Producer shall be cumulative, and no one such remedy shall be exclusive of any other. Without waiving any rights or remedies, Producer may recover any damages arising out of any breach of this Agreement by Artist and may institute and maintain subsequent actions for additional damages which may arise from the same or other breaches. The commencement or maintenance of any such action or actions by Producer shall not constitute or result in the termination of Producer’s use of Artist’s Services or Artist’s Work Product unless Producer shall expressly so elect by written notice to Artist. The pursuit by Producer of any remedy shall not be deemed to waive any other or different remedy which may be available, either at law or in equity, unless expressly limited.

22. INSURANCE: Producer may secure life, health, accident, cast or other insurance covering Artist at Producer’s sole expense and for Producer's sole benefit with Producer being the beneficiary thereof, and Artist shall not have any interest in the proceeds thereof. Artist shall assist Producer in procuring such insurance by submitting to required examinations and tests and by preparing signing, and delivering such applications and other documents as may be reasonably required. Artist shall, to the best of Artist's ability, observe all terms and conditions of such insurance of which Producer notifies Artist as being necessary for continuing such insurance in effect.

23. EMPLOYMENT OF OTHERS: Artist agrees not to employ any person to serve in any capacity, nor to contract for the purchase or renting of any article or material, nor make any agreement committing Producer to pay any sum of money for any reason whatsoever in connection with the Event or Services to be rendered by Artist hereunder or otherwise, without the prior written consent of Producer.

24. ASSIGNMENT: This Agreement, at Producer’s election, shall inure to the benefit of its successors, assigns, licensees, grantees, and associated, affiliated and subsidiary companies, and Artist agrees that Producer and any subsequent assignee may freely assign this Agreement and grant the rights obtained hereunder, in whole or in part, to any person, firm or corporation. Artist may not delegate obligations under this Agreement nor assign this Agreement under any circumstances.

25. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and there are no representations, understandings or agreements that are not fully expressed in this Agreement. The parties to the Agreement are independent contractors, and this Agreement shall not be construed to create a partnership, joint venture, employment or principal agent relationship between the parties. No amendment to this Agreement shall be valid unless such amendment is in writing and is signed by both parties. The invalidity or unenforceability of any provision of this Agreement shall in no way affect the validity or enforceability of any provision of this Agreement.

26. EMPLOYMENT ELIGIBILITY: All of Producer’s obligations herein are expressly conditioned upon Artist's completion, to Producer's satisfaction, of the I-9 form or comparable document (Employee Eligibility Verification Form), and upon Artist’s submission to Producer of original documents satisfactory to demonstrate to Producer Artist’s employment eligibility.

27. NOTICES:

a. Artist Address: All notices from Producer to Artist in connection with this Agreement shall be given in writing by addressing the same to Artist in care of Artist’s Representative and by delivering such notice to Artist personally, either orally or in writing, or by an internationally recognized overnight carrier. Notice will be deemed given when received.

b. Writing Requirement: Any notice given in respect to any right of termination, suspension, or extension under this Agreement shall be confirmed in writing.

c. Producer's Address: All notices from Artist to Producer hereunder shall be given in writing, addressed to Producer as follows: at the address indicated on Page 1 of this Agreement and by delivering such notice to Producer personally or by internationally recognized overnight courier. A courtesy copy shall be sent to Idell & Seitel LLP, 465 California Street, Suite 300, San Francisco, California 94104. The date of delivery shall be deemed the date of notice.

28. GOVERNING LAW: This Agreement shall be construed in accordance with the laws of the State of California applicable to agreements which are executed and fully performed within said State. This Agreement is deemed entered into in San Francisco, California, and if any action is commenced on this Agreement the venue shall be in a court with jurisdiction in San Francisco, California. Artist hereby agrees that he is subject to the jurisdiction of the State and Federal Courts in San Francisco, California.

29. CAPTIONS: The captions used in this Agreement with the clauses and subclauses are inserted only for the purpose of reference. Such captions shall not be deemed to govern, limit, modify, or otherwise affect the scope, meaning, or intent of the provisions of this Agreement or any part thereof; nor shall such captions otherwise be given any legal effect.

By signing in the spaces provided below, Artist and Producer accept and agree to all the terms and conditions of this Agreement.

THIRD-PARTY CONSENT – IF APPLICABLE

The undersigned, on behalf of                                                                , hereby consents to and agrees to be bound by the above Agreement.