Digital Broadcasting Site System Site Operations Agreement

GRAPHIC OMITTED][GRAPHIC OMITTED]


Digital Broadcasting Site System


Site Operations Agreement


With


Barnes & Noble College Bookstores


AGREEMENT made this 20th day of May 1999, by and between Barnes & Noble College Bookstores ("BNCB") and DistributedMedia.com Incorporated ("DMC").


WHEREAS, DMC is in the business of providing a system which integrates various patent pending technologies to deliver site-selected audio programming, broadcast advertising and on-wall billboard advertising, known as the Digital Broadcast Site system ("DBS"); and


WHEREAS, BNCB wishes DMC to install a DBS system or systems in its place or places of business, identified on Exhibit A, attached hereto (the "Premises").


NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable consideration, the parties hereto do hereby agree as follows:


1. Term. The Term of this agreement shall commence on the date hereof and end 60 days after the end of the test period. The Term of this agreement shall automatically renew itself for successive five (5) year periods thereafter, unless terminated by BNCB by provision to DMC of written notice of its intention not to renew this agreement, not later than 30 days prior to the expiration of the then current term. The test period shall continue until a charter advertiser (or equivalent) is signed for audio and billboard advertising or when parties agree that the test period has been satisfied.


2. Digital Music System.


a. License. DMC hereby grants to BNCB a revocable license to use,
throughout the Term hereof and in the manner set forth herein, three
hundred (300) DBS systems and such additional systems as will be necessary
to outfit all seventy-five (75) stores as and when approved by BNCB and
DMC.


b. Installation; Equipment ownership. DMC shall, at its sole cost and
expense, install the DBS Equipment in the Premises, in locations selected
by BNCB and reasonably approved by DMC. The DBS Equipment shall at all
times remain the sole and exclusive property of DMC. BNCB shall execute and
permit DMC to file any financing statement or other documentation necessary
to preserve or perfect DMC's ownership of the DBS Equipment. BNCB shall not
attempt to transfer, sell, lien, pledge or encumber the DBS Equipment. BNCB
shall not move the DBS Equipment without the prior written consent of DMC.
Upon the expiration or earlier termination hereof, BNCB shall immediately
provide DMC access to the Premises or subsequent location of the DBS
Equipment in order to remove same.


c. Maintenance. DMC will maintain, service and replace all components
of the DBS system throughout the Term hereof at its sole cost and expense.


3. Advertising Revenue Participation. DMC shall pay to BNCB twenty-five per cent (25%) of the gross revenues, which DMC receives from advertising sponsors, which is attributable to the Premises' participation as a DBS site. DMC shall pay such percentage of advertising revenue to BNCB quarterly, in arrears.


4. Programming


a. Music Selection: DMC will provide music to each DBS system during
...