Agreement Assigning The David Hersk Distribution Agreement To Charity Tunes Dated July 16, 2005

Exhibit 10.5

ASSIGNMENT AGREEMENT

THIS AGREEMENT is made effective this 16th day of July, 2005.

BETWEEN:

SOUND REVOLUTION RECORDINGS INC., a company incorporated under the laws of British Columbia

("Sound Revolution" )


OF THE FIRST PART

AND:

CHARITY TUNES INC. , a company incorporated under the laws of Delaware

("Charity Tunes" )


OF THE SECOND PART

AND:

DAVID HERSK d.b.a HERSK & ASSOCIATES with an address at 18 Western Terrace, Minneapolis, MN, 55426 USA

(" Hersk" )


OF THE THIRD PART

WHEREAS:

A. Sound Revolution and Charity Tunes are each wholly owned subsidiaries of Sound Revolution Inc., a Delaware company whose shares are listed for trading on the Over-the-Counter Bulletin Board under the symbol SRVN. Sound Revolution Inc. and its subsidiaries are participating in a re-organization whereby Sound Revolution Inc. and Sound Revolution are transferring all assets related to their music downloads business to Charity Tunes;

B. Sound Revolution is a party to an Agreement with Hersk which was entered into on or about January 11, 2005, whereby Hersk granted to Sound Revolution rights to perform and distribute a catalogue of approximately 6,664 sound recordings for a period of six years (the " Agreement" );

C. Sound Revolution now wishes to assign to Charity Tunes all of Sound Revolution' s rights, title and interests in the Agreement;

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D. Hersk wishes to consent to the assignment contained in this agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:1. Sound Revolution hereby grants, assigns, transfers and sets over absolutely and unconditionally unto Charity Tunes all of its rights, title and interest, both in law and ...