Ex10aw Site Operations Agreement

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Digital Broadcasting Site System


Site Operations Agreement


With


Wherehouse Entertainment, Incorporated


AGREEMENT made this th day of 1999, by and between Wherehouse Entertainment, Incorporated ("Wherehouse") 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, WHEREHOUSE 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.


a. The Term of this agreement shall commence on the date hereof and
end five (5) years thereafter. The Term of this agreement shall
automatically renew itself for successive five (5) year periods
thereafter, unless terminated by WHEREHOUSE by provision to DMC
of written notice of its intention not to renew this agreement,
not later than 120 days prior to the expiration of the then
current term.


b. WHEREHOUSE and DMC will conduct a test of the system at six (6)
sites. Once the six sites are up and running, a ninety (90) day
test period will begin. If at any time during this ninety day
period WHEREHOUSE decides that it is not in its best interests to
continue, WHEREHOUSE may at its discretion cancel this agreement.


c. During the test period, the Advertising Standards and Practices
(outlined in Exhibit C) will be adjusted if necessary to the
mutual satisfaction of both WHEREHOUSE and DMC in advance of the
large scale deployment of sites.


2. Digital Music System.


a. License. DMC hereby grants to WHEREHOUSE a revocable license to
use, throughout the Term hereof and in the manner set forth
herein, systems for up to 609 stores. Additional stores can be
added with mutual agreement by the parties.


b. Installation; Equipment ownership. DMC shall, at its sole
cost and expense, install the DBS Equipment in the Premises,
in locations selected by WHEREHOUSE and reasonably approved
by DMC.


The DBS Equipment shall at all times remain the sole and
exclusive property of DMC. WHEREHOUSE 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. WHEREHOUSE shall not attempt
to transfer, sell, lien, pledge or encumber the DBS
Equipment. WHEREHOUSE shall not move the DBS Equipment. If
WHEREHOUSE requires the equipment moved, it shall request it
in writing. If so requested, DMC shall schedule time to move
the equipment. Upon the expiration or earlier termination
hereof, WHEREHOUSE 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 WHEREHOUSE 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 WHEREHOUSE quarterly, in arrears.


If DMC agrees to a sharing percentage greater than 25% with any other music
retailer (such as Trans World Entertainment or The WIZ), DMC will adjust
the sharing percentage with Wherehouse so that it is equal to the higher
percentage.


4. Programming.


a. Music Selection: DMC will provide music to each DBS system
during the hours of WHEREHOUSE's normal business operations
during the Term of this agreement at no cost to WHEREHOUSE.
WHEREHOUSE may select its preferences of music categories
from those set forth on Exhibit B, attached hereto.
Throughout the Term hereof, DMC will reasonably incorporate
WHEREHOUSE's preferences through regular updates of the
musical programming.


b. WHEREHOUSE will request specific music tracks, and DMC will
program the music as requested by WHEREHOUSE.


5. Advertising.


a. DMC will play up to 12 minutes of audio advertising spots
per hour throughout each programming day.


b. DMC will place visual advertisements on each speaker.


c. DMC shall not place or play advertisements in WHEREHOUSE's
locations that are competitive to WHEREHOUSE.


d. DMC will not sell advertising to WHEREHOUSE's coop
advertisers unless the dollars received by DMC are
incremental to the dollars already being received by
WHEREHOUSE for its coop programs.


e. DMC will be allowed to solicit "Pay-for-Play" revenue from
record and movie companies.


f. All ads will comply with the DMC Advertising Standards and
Practices as defined in Exhibit C.


6. Demographics.


Throughout the term of this agreement, WHEREHOUSE will, upon request,
provide to DMC reasonably detailed information concerning the number of its
customers and clientele in each store each day.


7. Notices.


All notices hereunder shall be made by first class mail, national overnight
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