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THIS AGREEMENT, made and entered into effective _________________, 2006 (“Effective Date”), is by and between SHAMROCK-N-ROLL, INC., a Minnesota corporation with offices located at 111 West Main St, New Prague, Minnesota 56071 (hereinafter “Shamrock” or “Licensor”), and _____________________________ (hereinafter “Licensee”).

1.     Licensed Works. The original musical compositions (the “Original Compositions”) and the master recordings (“Masters”) written, arranged and performed by Tim and Ryan O’Neill p/k/a “The O’Neill Brothers” (hereinafter the “Artist”) and covered by this Agreement are listed in Schedule A attached hereto and incorporated herein. The Original Compositions and the Masters shall be collectively referred to as the “Licensed Works”.

2.     Licensed Term. The rights granted herein are for a period of two (2) years from the effective date of the Agreement first written above (the “Licensed Term”).

3.     Licensed Territory. The territory covered by this license is the world (the “Licensed Territory”).

4.     License Fee. Licensee shall pay Shamrock a one-time license fee of $99.00 concurrently upon execution of this Agreement.

5.     Licensed Uses. In consideration of the License Fee, Shamrock hereby grants to Licensee, its successors and assigns, the following:

        a.     The limited, non-exclusive license to record, dub, synchronize and fix the Licensed Works in synchronism or timed relation with certain visual images contained in audiovisual filming or taping of wedding events conducted solely by Licensee or its employees (hereinafter the “Videos/DVDs”).

        b.     The limited, non-exclusive license to manufacture, sell and distribute, in video cassette, video disc or DVD format and for home use only, the following: (i) an amount not to exceed five (5) copies of each specific Video/DVD containing the Licensed Work(s); and (ii) an amount not to exceed five hundred (500) copies for all Videos/DVDs containing the Licensed Works.

        c.     Apart from the licenses set forth in subsections 5(a)-(b) above, this Agreement does not grant to Licensee or to its agents, affiliates or subsidiaries the right to perform or to authorize the performance of the Licensed Works in connection with the events or exhibition of the CDs/Videos/DVDs in or by any medium or media whatsoever.

6.     Rights Reserverd. This License does not authorize, permit or license any use of the Licensed Works not expressly granted herein and does not imply or grant the right to alter the lyric or change the fundamental character of the music or recording of the Licensed Works. Without limiting the foregoing, Licensee is not authorized: (a) to perform or authorize the performance of the Licensed Works in connection with the exhibition of the Videos/DVDs in any theatre, auditorium or other place to which an admission fee is charged; or (b) to record the Licensed Works on a phonograph record on other than in the Videos/DVDs; or (c) to use the title or any portion of the lyric of the Compositions as the title of a Video/DVD or otherwise, or (d) to dramatize the lyrical content of the Compositions, or (e) to reproduce and sell or lease copies of the Videos/DVDs to the public.

7.     Rights Not Granted: Third Party Compositions. Licensee expressly acknowledges and agrees that Shamrock is not making any representation nor granting any license to use non-original third party compositions. Licensee acknowledges and agrees that for such third party compositions (i.e. compositions not written by The O’Neill Brothers or in the public domain), Licensee must obtain a separate synchronization licensee. Shamrock makes no representation or warranty regarding the availability of such licensees.

8.     Warranties.

        a.     Shamrock represents and warrants that: (i) is the owner and publisher of the original Compositions and arrangements of public domain compositions identified on Exhibit A herein; (ii) it is the owner of all Master Recordings herein; (iii) it has the right to grant the license to use the original Compositions, arrangements of public domain compositions, and Master Recordings only; and (iv) no other warranties, express or implied, are granted hereby.

        b.     Should said warranty be breached, in whole or in part, Shamrock shall either repay to Licensee the amount theretofore paid to Shamrock for this License, or Shamrock shall hold Licensee harmless to the extent of said consideration. In no event shall the total liability of Shamrock exceed the consideration received by Shamrock hereunder.

9.     Expiration and Reversion. Upon expiration of the Term hereof, the rights granted herein shall automatically revert to Shamrock, and any further use of the Licensed Works hereunder, except for home use of Videos/DVDs created hereunder, shall be unauthorized.

10.     Credits. Provided that a Licensed Work is embodied in the Vidoe/DVD as released, Licensee shall afford “The O’Neill Brothers” end title credit with respect to each Licensed Work on each Video/DVD in substantively the following manner:

Music by The O’Neill Brothers
www.pianobrothers.com

11.     Assignment. Licensee shall have the power and authority to assign its rights and obligations under this license to any party without Shamrock’s consent, provided that Licensee remains secondarily liable for the performance of all terms and conditions of this Agreement on Licensee’s part to be performed. This license is binding upon and shall inure to the benefit of the respective successors or assigns of the parties hereto.

12.     Miscellaneous. By this Agreement, the parties intend to create the relationship of independent contractor between them. Any questions, claims, disputes, or litigation arising out of this Agreement will be governed by the laws of the State of Minnesota; and the parties agree to submit to the jurisdiction of the courts of the State of Minnesota. This Agreement contains the full and complete understanding of the parties concerning its subject matter and supersedes all prior agreements and under¬standings as to that subject matter. This Agreement may be amended only in a writing signed by both parties. This Agreement will be binding upon and inure to the benefit of the parties' successors and assigns. In the event any provision of this Agreement will be determined illegal or unenforceable for any reason, the same will not affect the validity or enforceability of the remaining provisions of this Agreement. All notices, requests, or other communications required or permitted under this Agreement will be in writing and will be deemed to have been duly given or served when delivered to or received, by mail, telefax or hand, at the respective addresses of the parties set forth above or such other addresses as either party may hereafter designate in writing. The terms and provisions of the Agreement that by their sense and context are intended to survive the performance of this Agreement by either or both parties will so survive the completion of performance and termination including without limitation the warranty and indemnity clauses.

IN WITNESS WHEREOF, the parties have caused the foregoing to be executed as of _______, 2006.

SCHEDULE A: THE LICENSED WORKS

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