CONFIDENTIAL

Licensing, Publishing and Distribution Agreement This Agreement is entered into as of , (the Effective Date) by and between Intellect Inspire, a Living Legacy Systems Corporation with offices at 3455 Peachtree Road, NE 5th Floor, Atlanta, GA 30326 USA (Publisher), and ____________________________________________________________________, with offices at ______________________________________________________________________ (Content Owner), (hereinafter, individually Party and collectively Parties). RECITALS WHEREAS Content Owner controls and will control certain rights to the content in the audio products listed on Schedule A hereto (Audio Products); WHEREAS Publisher is an established publisher of inspirational, aspirational and motivational based content for Audible, an Amazon.com company, under the Intellect Inspire imprint; and WHEREAS Content Owner is willing to grant Publisher a non-exclusive worldwide license to reproduce, record, encode, encrypt, transmit, perform, and distribute the Audio Products subject to the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises and of the mutual promises contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties, intending to be bound, agree to the foregoing and as follows: AGREEMENT

1.

TERM

This Agreement shall commence upon the Effective Date and continue until the 3rd anniversary of such date (Initial Term). Subsequent to the Initial Term or the then-current Renewal Term, this Agreement shall renew automatically for additional one-year terms (Renewal Term(s)) unless either Party provides written notice of termination to the other Party not less than sixty (60) days prior to the end of the thencurrent Contract Year. The Initial Term and Renewal Term(s) shall be referred to collectively as Term herein.

2.

GRANT OF RIGHTS

A. Spoken Works. Content Owner grants to Publisher a non-exclusive license to reproduce, record, encode, encrypt, transmit, perform, and distribute digital audio versions of the Audio Products (Works) throughout the world. Content Owner also grants to Publisher the right to reproduce, record, encode, encrypt, transmit, perform, distribute and display excerpts of the Works throughout the world in any media for promotional purposes. For clarification, the rights granted in this Section 2.A.i include the right to sublicense distribution of the Audio Products or Works. B. Publisher may incur the costs of producing and distributing Content Owners audio books on a case-by-case basis as outlined in Exhibit A. 3.
FEES. Content Owner shall pay an activation fee of zero ($0.00).

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CONFIDENTIAL 4.
ROYALTY

A. Spoken Works. Publisher shall pay Content Owner fifty percent (50%) of Net Sales Receipts for all sales paid to Publisher by Audible (Royalty). Net Sales Receipts shall mean the actual cash receipts received by Publisher derived from the sale of the Works less any commissions, sales or use taxes, excise taxes, value-added taxes, duties and returns, where applicable. B. Audio Book. If Publisher elects to produce and publish Content Owners audio book, Publisher shall pay Author twenty five percent (25%) of Net Sales Receipts for all sales paid to Publisher by Audible (Royalty). Net Sales Receipts shall mean the actual cash receipts received by Publisher derived from the sale of the Works less any commissions, sales or use taxes, excise taxes, value-added taxes, duties and returns, where applicable. 5.
REFERRALS. Publisher shall pay Content Owner ten percent (10%) of Net Sales Receipts for all sales related to content providers referred to Publisher.

6.

ACCOUNTING

Publisher shall provide Content Owner with a statement of Royalties, together with a check in the amount of any payments due hereunder, on a calendar quarterly net 30 day basis commencing with the first full quarter after the Works are first offered for transmission/distribution hereunder.

7.

CONFIDENTIALITY

The Parties agree that the business terms of this Agreement are confidential in nature and that information relating to the business terms or conditions of this Agreement shall not be made known to any third party unless agreed upon in writing by both Parties in advance of any disclosure. The Parties agree that the existence of the relationship is not confidential. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives effective as of the Effective Date. ACCEPTED AND AGREED INTELLECT INSPIRE, a LIVING LEGACY SYSTEMS CORPORATION ACCEPTED AND AGREED _____________________

By: Name: Rodney Sampson Title: Chairman Date Signed:

By: Name: Title: Date Signed:

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CONFIDENTIAL
SCHEDULE A (Audio Products) The Audio Products consist of: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. OR [All of Content Owners products currently available for sale.] (Note: Add if applicable [and all other audio products published by Content Owner during the Term.] OR [On a regular basis throughout the Term, additional Audio Products may be added to this Schedule A, subject to the mutual agreement of the Parties.] (Audio Books) 1.

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