Agreement Assigning Agreements With Ryan Tunnicliffe To Charity Tunes Dated July 20, 2005

Exhibit 10.6

ASSIGNMENT AGREEMENT

THIS AGREEMENT is made effective this 20th day of July, 2005.

BETWEEN:

SOUND REVOLUTION INC., a company incorporated under the laws of Delaware

("Sound Revolution" )


OF THE FIRST PART

AND:

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

("Charity Tunes" )


OF THE SECOND PART

WHEREAS:

A. Charity Tunes is a wholly owned subsidiary of Sound Revolution 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 Ryan J. Tunnicliffe, a musician and music producer, which was entered into on or about August 1, 2003, whereby Tunnicliffe granted to Sound Revolution rights to produce and distribute seven songs for a period of six years. Also, Sound Revolution is party to an agreement with Tunnicliffe dated September 14, 2004 whereby Tunnicliffe agreed to design all graphics for charitytunes.com (together, the " Agreements" );

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

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereto agree as follows:

1 1. Sound Revolution hereby grants, assigns, transfers and sets over absolutely and unco ...