FREELANCE CONTRACT

TO: Taylor Jordan, 1228 St. Anthony Rd., London, ON, N6H
2R1

FROM: Toby Fowlow, Director, Marketing

DATE: April 10, 2019

Dear Taylor,

Score Media Ventures Inc. (“SMV”) is pleased to offer you, Taylor Jordan, a
freelance contract which shall be effective as of April 10, 2019 (“Effective
Date”). Please carefully review each of the terms and conditions set out in
this letter. Once you sign this letter, it shall become a binding independent
contractor agreement between you and SMV (the “Agreement”) effective
as of the date of your signature and continuing until terminated in
accordance with the terms herein (the “Term”).

1. Services. Subject to the terms and conditions of this Agreement,

SMV may, from time to time, retain you to perform music composition,
creation, audio design or other services (collectively the “Services”).
In respect of the Services, you shall report to Toby Fowlow, Director,
Marketing.

2. Fees. The details of the fee arrangements relevant to this Agreement

are as set out at Schedule "A" attached hereto (“Fees”) and forming
part of this Agreement. The Fees set out at Schedule "A" shall be
SMV's only obligation to you regarding payment for the Services.

3. No Employment Relationship. You acknowledge that you are

entering into this Agreement as an independent contractor for the
performance of Services and that you have no employment
relationship with SMV for any purpose. You shall not be entitled to
any remuneration, rights or benefits other than as set forth in this
Agreement. Neither party is in any way the partner or agent of the
other, nor is either party authorized or empowered to create or
assume any obligation of any kind, implied or express, on behalf of the
other party, without the express prior written consent of such other
party.

4. Taxes. SMV will not deduct or remit to any governmental authority

any income taxes, contributions for Employment Insurance, Canada

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 Pension, workers' compensation, Employer Health Tax, and other
similar levies or any other taxes or other amounts in respect of your
provision of Services and the payment of Fees as set out in paragraph
2 above. You shall be solely responsible for making all deductions and
remittances required by law in respect of the Fees paid to you
pursuant to paragraph 2 hereof. If either party is subject to a claim
in respect of taxes for which the other party may be liable hereunder,
such party will notify the other party of such claim and the parties will
co-operate in connection with the preparation of a response to such
claim. You agree to indemnify SMV in respect of any claim for taxes
for which SMV may be liable and which arises out of this Agreement,
including but not limited to withholding taxes.

5. Termination.

a. Either party may terminate this Agreement with two (2) weeks
written notice to the other party.

b. SMV may terminate this Agreement and your retainer

hereunder at any time for cause without notice or payment of
any compensation, either by way of anticipated earnings or
damages of any kind.

c. Any provision of this Agreement which expressly states that it is

to continue in effect after termination or expiration of this
Agreement, or which by its nature would survive the
termination or expiration of this Agreement, shall do so.

6. Rules and Regulations. You will comply with all the rules and
regulations of SMV, as amended from time to time, in force during the
Term of this Agreement which are brought to your attention or of
which you should reasonably be aware.

7. Reputation. You will conduct yourself with due regard to applicable

laws, social conventions, good morals and decency and will not act in
any manner tending to be offensive to decency, morality, or social
propriety, or tending to result in scandal, ridicule or contempt, or that
will or may bring you into public disrepute or reflect adversely on
SMV and/or its affiliates (“Score Group”), or their respective
sponsors or advertisers.

8. Confidential Information. You acknowledge and understand that it

is essential to the success of SMV that its business and affairs be kept
in confidence. Therefore, you will not, at any time nor in any manner,
except where required by law (provided you give SMV sufficient
notice to enable it to seek an order limiting or precluding such

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 disclosure) or authorized in advance in writing by the President and
COO of SMV, divulge, disclose or communicate to any party any
information concerning any matters affecting or relating to the
business of the Score Group, including, without limiting the generality
of the foregoing, any information concerning the Score Group’s
products or services; product design; service delivery; customer lists;
the prices it obtains or obtained from the services it offers; the types
and kinds of processes it uses; marketing techniques and strategies;
and the financial affairs of the Score Group. You will also not use such
information except to the extent necessary to render Services. The
terms of this Agreement are confidential and you will not disclose
them (except to your immediate family and professional advisors for
the sole purpose of obtaining professional advice) without the prior
written consent of SMV.

9. Ownership. All deliverables provided by you pursuant to this

Agreement and the results and proceeds of all Services provided by
you and any information, trade secrets, inventions, discoveries,
improvements, research materials, designs, concepts, images, data,
software, and all other content, material and work made or conceived
by you alone or with others in connection with the Services
(collectively the “Work”), whether prior to or following execution of
this Agreement, shall vest in and be owned exclusively by SMV
immediately on creation and regardless of the stage of completion and
SMV may use such Work in any way that it sees fit. Further, you
agree to assign all right, title and interest in and to such Work
throughout the world, including but not limited to copyright,
composition rights, performance rights, industrial property rights and
any other intellectual property rights in the Work to SMV. Any Work
created in the United States or enforceable in the United States shall
be deemed specially commissioned by SMV and a “work made for
hire” as that term is defined in the United States Copyright Act (17
U.S.C. § 101). If and to the extent that any rights, title or interest
(including intellectual property rights) in any Work does not
automatically vest in SMV under this Agreement or pursuant to
applicable law, then you hereby irrevocably assign to SMV, without
any further compensation to you, all rights, title and interest
(including all intellectual property rights) in and to such Work.

You agree to waive and do hereby waive, unconditionally and

irrevocably in favour of SMV and its affiliates, successors, assignees
and licensees any and all of your moral rights and rights of a similar
nature in the Work that you now or in the future may have in each
jurisdiction throughout the world, including such rights under the
Canadian Copyright Act, to the extent that such rights may be waived
in each respective jurisdiction. The Work may be changed, modified

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 and adapted by SMV and its affiliates, successors, assignees and
licensees without the consent of you. Upon SMV’s request, including
requests made following the termination of this Agreement, you will
execute and provide to SMV any additional documents and take any
additional actions necessary for SMV to evidence, prosecute, register,
perfect, record or enforce its rights in the Work.

Subject to SMV’s rights as stated in the paragraphs above, SMV

hereby grants you a worldwide, non-exclusive, personal, irrevocable,
and non-sublicensable right and license to use the Work as part of
your professional portfolio for demonstration purposes only. For
clarity, you may not license, transfer, or otherwise distribute the Work
to any party, whether for compensation or not, for any other purposes
without the express written permission of SMV.

10. Equipment. You are responsible for providing your own equipment.
From time to time, for the convenience of SMV and as necessary in
respect of the performance of the Services, you may be required to
use equipment, technology and infrastructure provided to you by SMV
in addition to or instead of your own equipment. You agree that your
use of SMV equipment, technology and infrastructure is for the sole
purpose of assisting you in your performance of the Services and does
not alter your relationship with SMV as an independent contractor or
constitute evidence of an employment relationship with SMV or
otherwise. Upon termination of this Agreement or at any time upon
request by SMV, you shall immediately deliver to SMV, at your own
expense and risk, all Work, equipment, technology, confidential
information (and all copies thereof), and all other materials,
documents, information and property in your possession, charge,
control or custody, which are owned by, or related in any way to the
business and affairs of the Score Group.

11. Representations and Warranties. You hereby represent,

covenant and warrant to SMV that (i) the Work and the provision of
the Services will be original to you and will not violate, conflict with or
infringe upon any rights whatsoever, including without limitation, any
copyright, literary, dramatic or common law rights, composition
rights, performance rights, trademark and design rights, intellectual
property rights, contractual rights, rights of privacy or publicity or
rights protecting against libel or slander of any person, including any
individual or corporation; (ii) you shall be solely responsible for and
shall make all deductions, withholdings and remittances required by
applicable law with respect to the fee and to the Services rendered
under this Agreement; (iii) you will grant the rights and comply with
the terms contemplated in this Agreement; (iv) you will not provide
any Services or Work (a) during the course or within the scope of

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 performing any employment obligations for any third party (each an
“Employer”); (b) using any facilities, equipment, time or resources of
any Employer; (c) within the premises of any Employer; or (d) using
any information, equipment, materials or resources relating to the
business, research, activities or demonstrable anticipated research or
development of any Employer; and (v) your provision of Services and
grant of rights under this Agreement do not conflict with or violate
any obligations owed by you to any Employer or any third parties.

12. Indemnity. You will indemnify and save SMV harmless from and
against all claims, actions, losses, expenses, costs (including
reasonable legal fees) or damages of every nature and kind
whatsoever which SMV or its officers, employees or agents may suffer
as a result of your negligent or fraudulent performance or non-
performance of this Agreement. You will hold harmless and indemnify
SMV, its sponsors, agents, suppliers, distributors, successors or
assigns, and their respective directors, offices, shareholders and
employees from and against any third party claims, demands or
actions for defamation, violation of the right of privacy, or
infringement of any intellectual property rights, trademark and design
rights, copyrights or other rights arising out of the breach of any of
the foregoing representations and warranties. This indemnity does
not apply to, and will not have liability for, any programming or
content provided by SMV or its sponsors.

13. Remedies. You hereby acknowledge and agree that all covenants,
provisions and restrictions contained in this Agreement are
reasonable and valid in the circumstances of this Agreement, and all
defences to the strict enforcement thereof by SMV are hereby waived
by you. You acknowledge and agree that in the event of an actual or
threaten breach of the covenants, provisions and restrictions in this
Agreement, SMV’s remedy in the form of monetary damages may be
inadequate and that SMV shall be and is hereby authorized and
entitled, in addition to all other rights and remedies available to SMV,
to apply for and obtain from any court of competent jurisdiction
interim or permanent injunctive relief. No failure or delay by SMV to
exercise any right, power, or remedy will operate as a waiver of it nor
will any partial exercise preclude any further exercise of the same, or
of some other right, power or remedy. Any waiver by SMV of a
particular breach or omission by you shall not affect or impair the
rights of SMV in respect of any subsequent breach or omission of the
same or different kind, and in all events time shall continue to be of
essence without the necessity of specific restatement.

14. No Right to Contract on Behalf of SMV. You shall not, without the
prior written consent of SMV, enter into any contract or commitment

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 in the name of or on behalf of SMV or bind or purport to bind SMV or
cause SMV to incur liability in any respect whatsoever.

15. Entire Agreement. You acknowledge and agree that this Agreement,
including Schedule "A", constitutes the entire agreement between the
parties pertaining to the subject matter hereof and supersedes all
prior agreements, understandings, negotiations and discussions,
whether oral or written, of the parties and there are no warranties,
representations or other agreements between the parties in
connection with the subject matter hereof except as specifically set
forth herein.

16. Governing Law. This Agreement shall be governed by and construed

in accordance with the laws of the Province of Ontario and those of
Canada applicable therein. If any one or more of the provisions of this
Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect by a court of competent jurisdiction, any
such provision shall be severable from this Agreement, in which event
this Agreement shall be construed as if such provision has never been
contained herein.

17. Assignment. Except as may be expressly provided in this

Agreement, neither party hereto may assign his or its rights or
obligations under this Agreement without the prior written consent of
the other party hereto; provided, however, that that no consent shall
be required with respect to an assignment by SMV to an affiliate or as
part of any transfer by merger, acquisition, stock transfer or other
consolidation of SMV the with another entity, or sale of all or
substantially all of SMV’s assets.

18. Attornment. For the purpose of all legal proceedings this Agreement
shall be deemed to have been performed in the Province of Ontario
and the courts of the Province of Ontario shall have jurisdiction to
entertain any action arising under this Agreement. You and SMV each
hereby attorn to the jurisdiction of the courts of the Province of
Ontario provided that nothing herein contained shall prevent SMV
from proceeding at its election against you in the courts of any other
province or country.

Please indicate your agreement with the terms of this Agreement by

returning a signed copy of this Agreement to SMV.

Yours very truly,

Score Media Ventures Inc.

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Toby Fowlow
Director, Marketing

I, Taylor Jordan, have read, understand and hereby voluntarily accept the
terms of the contract as described above as constituting a binding
independent contractor agreement between SMV and me. I acknowledge
and agree that I have been afforded the opportunity to obtain independent
legal advice with respect to the terms and conditions of this Agreement. I
confirm that I am entering into this Agreement freely and without duress,
coercion or undue influence, and that I agree to be bound by the terms and
conditions set out herein.

_______________________________ _________________________
NAME Date

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 SCHEDULE A to the FREELANCE CONTRACT

COMPENSATION

1. You will be paid at a rate of $ 50.00 CDN per composition or as

determined by the parties on a per project basis, plus HST if
applicable. You may be required to provide a valid HST number.

2. All Work and scope of Work will need to be pre-approved.

3. You will invoice SMV within the calendar month during which Work
was delivered to SMV. Within each invoice, please clearly list each
composition’s name and the date on which the composition was
accepted by SMV.

4. All monetary values are to be paid in Canadian Dollars ($CDN), unless

otherwise indicated in this Agreement.

5. No benefits or other forms of remuneration of any kind shall be

payable to you as a freelance contractor.

6. Notwithstanding the Effective Date of the Agreement, you agree that

the following compositions, as provided by you to SMV prior to the
Effective Date, shall be covered by the scope of this Agreement.

a. Sunset Glow
b. Raspberry Jam
c. Seaside
d. Illuminate
e. Morning Sun
f. City Shine
g. Burden
h. Envy

Notwithstanding the Fees rate stated in section 1 of this Schedule A,

the parties agree that SMV will pay you the amount of $300.00 CDN
as the Fees for the eight (8) compositions listed in this section 6.

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