Development Proposal

HOUSE OF BLUES
"RUN OF THE HOUSE" CDK/"MUSIC NEWS" VFLASH
DEVELOPMENT PROPOSAL


CDK Development --------------- a) CDKnet will utilize CDK 2.2 technology to develop a multimedia CD
supporting HOB's summer promotional effort.


b) HOB will provide all required graphic and HTML assets as well as all video
files.


c) HOB and CDKnet will jointly design and develop the CDK main interface page,
subpages and CD label which will include a link to the "Music News" Vflash
as well as a sweepstakes/contest offer provided by CDKnet partner. HOB
retains right to review partner, approval not to be unreasonably withheld.


d) CDKnet will manage the replication of two-million CD units (3" MINI-CDS)
The CDs will be shipped to 27 HOB venues (pending final direction).


e) Pricing and timing for the project will be in accordance with the
information provided in Figure 1 and Figure 2 (attached).


Vflash Development ------------------ a) ValueFlash will develop/maintain a "Music News" Vflash Messenger marketing
program including Vflash development, database setup and management as well
as all design/editorial updates.


b) ValueFlash will host the customer database as well as all messages/ content
updates served through the "Music News" Vflash. HOB/ValueFlash will jointly
own the customer database.


c) ValueFlash and HOB will agree upon a content update process (automated
and/or manual) to leverage information from the HOB Web site to be served
through the "Music News" Vflash (see Figure 4).


d) ValueFlash will provide custom animation programming for content updates
and will include multimedia elements when available (audio, images, etc.).


e) No later than 60-days after launch, HOB and ValueFlash will jointly
determine a course of action for selling third-party advertising to be
displayed on the "Music News" Vflash Messenger as well as commerce and
e-commerce partners. HOB will provide a list of competitors to be excluded
as potential advertisers/commerce partners.


f) ValueFlash will provide monthly statements to House of Blues detailing
active "Music News" Vflash subscribers.


g) The "Music News" Vflash Messenger will be distributed in the following
ways:


o Download from the HOB.com Web site & Vflash.com Web site.


o Distribute through multimedia CDs created by CDKnet.


o Email to HOB's current customer database.


h) Pricing and timing for the project will be in accordance with the
information provided in Figure 1 and Figure 3 (attached).


FIGURE 1


HOUSE OF BLUES
"RUN OF THE HOUSE" CDK
...