Agency And Promotional Agreement Between Charity Tunes Inc. And Wwf-canada Dated January 3, 2008.

Head Office:
1511 West 40th Avenue
Vancouver, B.C. V6M 1V7
rram@charitytunes.com

Montreal Office:
2139 Tupper, #1
Montreal, Quebec H3H 1PA
info@charitytunes.com
AGENCY AND PROMOTION AGREEMENT (the " Agreement" ) CHARITY INFORMATION
Charity Name: WWF-Canada (" the Charity" ) Charity Registration Number: Street Address: 245 Eglinton Avenue East City / Province: Toronto, Ontario Postal Code: M4P 3J1 Telephone: 416-484-7704 Facsimile: 416-489-3023 Website URL: wwf.ca CONTACT INFORMATION:
Contact Name: Monica Da Ponte Title / Position: Manager, Marketing Alliances Telephone: 416-484-7704 Email: mdaponte@wwfcanada.org Postal Code: M4P 3J1


WHEREAS: A. Charity Tunes Inc. (" Charity Tunes" ), whose office is at 1187 Brimley Road, Toronto, Ontario, Canada M1P 3G5, operates a website under the URL www.charitytunes.com ("the Website") and offers web-based fundraising services. When we refer to the Website in this agreement, we are referring to all of the charity tunes related websites, including www.charitytunes.ca and other URL's containing the name charitytunes with various extensions that exist now or that will exist in the future. B. The Charity seeks to raise money and awareness of its cause through participation in promotional programs with Charity Tunes

The parties agree that the following terms and conditions shall govern their relationship:

Participation in the Website

1. Charity Tunes agrees that it will:

1.1 Collect for the Charity an amount equal to a minimum of 10% of the purchase price (which does not include taxes or delivery fees that are added to the purchase price) (the "Purchase Price") of a song or other digital content or products sold on its Website ("Products"), or more than 10% if so agreed by the Artist and Charity Tunes (the " Donation(s)" ), for which anyone making a purchase from the Website (the " Customer" ) selects the Charity as the recipient of the donation.

1.2 Include the Charity in its database of charities connected to the Website and make available on the Website information on the Charity as approved by the Charity, including the name, location, URL, logo and a summary description of the Charity.

1.3 Notify the Charity if any artist or other licensor of Products (the "Artist") has elected to donate a portion of the Artist' s proceeds from the Purchase Price to the Charity and Charity Tunes shall account for such proceeds in calculating monies owed by Charity Tunes to the Charity.

1.4 Ensure that all content and information sold or otherwise made available on the Website is not be in violation of any law or regulation or in breach any intellectual property rights of a third party.

1.5 Pursuant to sales of the Products on the Website, make all required payments to the Artist and any royalty organizations entitled to payment.

1.6 Program its technology to disallow donations to be made to the Charity for any of the Products that the Charity deems obscene (and for which the Charity has provided Charity Tunes written notice).

Special Links

1.7 Provide the Charity with special "tagged" link formats ("Special Link(s)") and graphical artwork to be used in linking to the Website. The Special Links will permit tracking, reporting, and donation calculations. The Special Links will include, without limitation, one or more of the following types of links to Charity Tunes Website: (a) Portal Page Links (b) Category Links (c) Search Results Link (d) Banner Links (e) General Link To Charity Tunes Home Page.

1.8 Collect for the Charity an amount equal to 10% of the Purchase Price of Products that have been purchased through Special Links from the Charity's website.


Agency and Promotion Agreement - Page 2

Accounting and Reporting

1.9 Provide the Charity with a secure, password protected user name to a secure, personalized webpage through which Charity Tunes will make available the following information: (a) number of hits that the Charity's profile on the Website has received; (b) details on traffic on the Website that comes from links on the Charity's website; (c) details of the monies that has been collected by Charity Tunes on behalf of the Charity, including: i. percentages of Product sales where the Charity has been selected by the purchaser; ii. percentages of Product sales that result from a link from the Charity's website; iii. additional donations received by Charity Tunes for the Charity; iv. proceeds from any special promotions in which the Charity participates; v. proceeds from sales of more than 10% where a portion of the Artists' proceeds have been donated by the Artist to the Charity; and vi. the dates of each donation;
(d) details of any fees charged by Charity Tunes; (e) names and addresses of the person donating to the Charity, in a format mutually approved by the Charity and Charity Tunes, which approval shall not be unreasonably withheld, ONLY where the person has selected to make an additional donation to the Charity and requested a tax receipt, OR where the purchaser has expressly agreed to allowing Charity Tunes to share his or her information with the Charity; (f) a description of the top 5 Products for which purchases have resulted in donations for the Charity; and (g) a statement detailing the amount of all donations Charity Tunes has collected on behalf of Charity Tunes, less any fees payable to Charity Tunes by the Charity and a description of the amount owing by Charity Tunes to the Charity

(the "Reporting Information").

1.10 In the event that more than $100.00 is owed to the Charity by Charity Tunes for a calendar quarter, within thirty days of the end of the calendar quarter, Charity Tunes shall make a payment to the Charity for the full amount collected.

1.11 In the event that not more than $100.00 is owed to the Charity by Charity Tunes for a calendar quarter, such amount will carry over until the next calendar quarter until the amount collected exceeds $100.00.


Agency and Promotion Agreement - Page 3

1.12 In the event that not more than $100.00 is owed to the Charity by Charity Tunes by the end of a calendar year, within thirty days of the end of the calendar year, Charity Tunes will make a payment to the Charity for the amount owed.

1.13 Allow the Charity to conduct, at any time, an audit by a Public Company Accounting Oversight Board approved auditor, or another auditor approved in writing by Charity Tunes prior to commencement of the audit (the "Approved Auditor") at the Charity's expense, to ensure the accuracy of the Reporting Information, ...