THIS AGREEMENT is made the 17th day of May 2012 BETWEEN .

a company registered in England and Wales with company number .. and whose registered office is at .... The Sponsor. AND Southsea Fest Ltd a company registered in England and Wales with company number 07747300 and whose registered office is Flat 14, Grafton Mansions, Grafton Street, Brighton, United Kingdom, BN2 1AQ. The Event.

CONTRACT DETAILS

CONTRACT NO: 162

EVENT, PRODUCTION OR TOUR: Southsea Fest 2012 DURATION OF THE AGREEMENT: From: 25/05/2012 To: 29/09/2012

General The Sponsor hereby agrees to sponsor the event Southsea Fest 2012 described in the SPONSORSHIP PROPOSAL, a copy of which is attached hereto as Exhibit A and is incorporated herein by this reference. The Sponsor agrees to provide to the Event the following in-kind services and/or pay the following fees: PLATINUM SPONSORSHIP - 2,000 (VAT exc.) Benefits The Event shall provide the Sponsor with the benefits (Benefits) described below. The Event may adjust such benefits, substitute benefits or provide other benefits with the approval of the Sponsor, such approval not to be unreasonably withheld. The Sponsor shall have extensive banner and branding opportunities in every venue taking part in the event during the lifespan of the 2012 event (all banners and other promotional material to be supplied by the Sponsor at the sponsors own cost). A logo of the Sponsors choice and approved by the Event will feature on the Events 2012 advance print promotion. A logo of the Sponsors choice and approved by the Event, and a hyperlink to a website of the Sponsors choice will feature on the Events 2012 advance on-line promotion.

Updates mentioning and linking to a website of the Sponsors choice and approved by the Event will feature on the social media accounts of the Event during the promotional period before the 2012 event. A logo of the Sponsors choice and as approved by the Event will feature on the backdrop used in backstage band / artist interviews. The Sponsors brand of choice will feature in local press / radio articles and features covering the Event. The Sponsors brand of choice will receive mobile application market sector exclusivity rights to the Event. Opportunities for brand activation will be built into the sponsorship strategy, this will include; o The implementation of a Pepper App news feed system on screens during the festival, o And, the active encouragement to its audience / attendees by the Event to download and use the Sponsors product; Pepper App, as an interactive feature of the festival. 2 x pairs of Southsea Fest 2012 tickets to be available to use as the prize in a Pepper App users competition during the advance promotional period before the event. And, 15 x VIP tickets to Southsea Fest 2012 with complementary drinks as part of the hospitality package.

Payment Full payment, by the Sponsor, shall be made to the following bank account held by the Event on the 1st of July 2012. .. Limitation of Sponsorship Unless otherwise agreed, the benefits described in this agreement are related solely to the Southsea Fest to be held September 15th 2012. Assuming the Event is continued in 2013, the Sponsor shall have the first right of refusal to continue the Sponsor's involvement in the Event on such terms as the Sponsor, and the Event shall agree. Such right is to be exercised no later than February the 3rd 2013.

License and Usage The Sponsor hereby grants the Event a limited, non-exclusive and royalty-free license to use the Sponsor's trade names, trademarks, service marks and other intellectual property rights and proprietary information [the "Proprietary Information"] owned by The Sponsor for the duration of this agreement. The Event agrees that the Proprietary Information will be used only in connection with the 2012 event to provide the benefits set forth above and such other benefits as the Sponsor and the Event may agree. The Events use of the Proprietary Information is subject to the approval of the Sponsor's designated representative, which approval will not be unreasonably withheld. The Sponsor warrants that it is the legal and beneficial owner of all Proprietary Info supplied to the Event and the Sponsor fully indemnities and will keep the Event indemnified against all and any losses, costs, claims, expenses, payments, damages and other amounts that the Event incurs which relate to any breach of the above warranty or any other claim or action taken by a third party relating to the Proprietary Info. Termination The Event may terminate this contract on 30 days written notice. In the event of termination for any reason other than failure to provide contracted fees or services, the Event shall refund any cash fee received from the Sponsor. The Sponsor shall not terminate this agreement without the approval of the Event. The Event may terminate this contract immediately in the event that the Sponsor fails to make any payment due in accordance with this agreement on the due date. Amendments This agreement may be amended only by a written instrument executed by both parties. Force Majeure A party, provided that it has complied with the provisions of the following paragraphs, shall not be in breach of this agreement, nor liable for any failure or delay in performance of any obligations under this agreement arising from or attributable to acts, events, omissions or accidents beyond its reasonable control (Force Majeure Event), including but not limited to any of the following: (a) Acts of God, including but not limited to fire, flood, earthquake, windstorm or other natural disaster; (b) War, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions; (c) Terrorist attack, civil war, civil commotion or riots;

(d) Nuclear, chemical or biological contamination or sonic boom; (e) Voluntary or mandatory compliance with any law (including a failure to grant any licence or consent needed or any change in the law or interpretation of the law (f) Fire, explosion or accidental damage; (g) Extreme adverse weather conditions; (h) Collapse of building structures, failure of plant machinery, machinery, computers or vehicles; (i) Non-performance by suppliers or subcontractors; and (j) Interruption or failure of utility service, including but not limited to electric power, gas or water. Any party that is subject to a Force Majeure Event shall not be in breach of this agreement provided that: (a) It promptly notifies the other party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance; (b) It has used all reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out its obligations under this agreement in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible. Waiver A waiver of any right or remedy under this agreement is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall preclude or restrict the further exercise of any such right or remedy. Cumulative remedies Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law. Severance If any court or competent authority finds that any provision of this agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to

the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected. If any invalid, unenforceable or illegal provision of this agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable Entire agreement This agreement and any documents referred to it constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, arrangements, understandings or agreements between them, whether written or oral, relating to the subject matter of this agreement. Each party acknowledges that, in entering into this agreement and the documents referred to in it, it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this agreement. Assignment The Sponsor shall not, without the prior written consent of the Event, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under this agreement. Each party that has rights under this agreement is acting on its own behalf and not for the benefit of another person. No partnership or agency Nothing in this agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). Rights of third parties A person who is not a party to this agreement shall not have any rights under or in connection with Miscellaneous This agreement is governed by laws of England and Wales and the courts of England shall have exclusive jurisdiction over any claims or disrupted relating to or arising out of this agreement.

Sponsor

Event

Signed by: .

Signed by: ..

A director, for and on behalf of:

A director, for and on behalf of:

.....

Dated:

Dated:

Exhibit A

Exhibit A (continued)

Exhibit A (continued)

Exhibit A (continued)