WARNER CONCEPT SYSTEM MEMBERSHIP AND LICENSE AGREEMENT

WITNESSETH

WHEREAS, WCS owns certain proprietary videos (“Videos”) and associated print documentation (“Print Support”) (collectively, the “Software”) designed to educate radio station owners about the power and effective use of radio advertising (the “System”).

WHEREAS, the Applicant owns one or more radio stations and desires to obtain a System Membership, as defined below, in order to access the Software.

WHEREAS, the Applicant has completed the interview and submitted an Application to WCS for System Membership..

WHEREAS, WSC has determined the eligible Station(s) or Station Group(s), the eligible Market(s), and Membership Costs approved by WSC for Membership.

NOW THEREFORE, the Parties agree as follows:

1.  System Membership. Upon execution of this Agreement by the Parties, the Applicant shall receive a System Membership and shall be deemed a “System Member” with the right to access the Software, as hereinafter provided.

2.  License.  As a System Member, WCS hereby grants to the System Member a non-exclusive, non-transferable license (the “License”) to use the Software, subject to the terms and conditions of this Agreement.

3.  Exclusive Use.  Notwithstanding the provisions of Section 2 hereof, during the term of this Agreement, the System Member shall have the exclusive use of the System in the Market or Markets identified and approved by WCS, as set forth in the Membership Order Form attached hereto as Attachment B.

4.  Copyrights, Restrictions on Use and Transfer.  The Software is protected by copyright and trade secret laws. Applicant may not use, copy, modify, or transfer the Software or its documentation, in whole or in part, except as expressly provided in this Agreement.  WCS retains all rights in any copy, derivative or modification of the Software no matter by whom made. Unless otherwise specifically set forth in this Agreement, the Software is licensed, not sold, to the System Member for use in the market or markets described in this Agreement and System Member receives no title or ownership of any copy or of the Software itself.  A separate license is required for each and every additional market (i) Owned by a System Member(s) or (ii) leased or controlled by a System Member(s) through a local management agreement or local marketing agreement (“LMA”), as defined under applicable FCC Rules, or similar operational contract or time-buy arrangement. The System Member shall not provide or disclose or otherwise make available the Software or any portion thereof in any form to any third party without the prior written consent of WCS.  Applicant agrees that unauthorized copying and distribution will cause irreparable damage to WCS and such damage is far greater than the value of the copies involved.

5.  Term.  The initial term of this Agreement and the License is twelve (12) months from and after the Effective Date.  The term shall be automatically renewed for an additional term of twelve (12) months unless the System Member provides written notice of cancellation to WCS not less than ninety (90) days prior to the expiration of the initial or any renewal term, as applicable.

6.  Sale of System Member or Approved Market.  In the event the System Member sells or otherwise transfers control of a station or station group or associated markets or market groups, the purchaser or successor must assume the obligations of this Agreement for such station or station group for a term of twelve (12) months from and after the date of such sale or transfer of control. The purchaser or successor must also enter into a new System Membership and License Agreement for all of such purchaser’s or successor’s station or station groups.

7.  Internet Availability.  The WCS System and Software are delivered on the Internet. WCS is not responsible for Internet availability in a System Member’s market or markets.  It is the responsibility of the System Member to determine the availability of adequate Internet availability for access to the Software and the System.

8.  Membership Fees.  The System Member shall be responsible for and shall pay the Membership Fees set forth in the Membership Order Form, attached hereto as Attachment B, in accordance with the terms and conditions established in Section 9 below.

9.  Schedule of Payment of Membership Fees.  Upon acceptance as a System Member, the System Member will receive a link to the Membership Order Form.  Using the payment options set forth in the Membership Order Form, the System Member shall determine whether to pay Membership Fees monthly by credit card or to pay annually by credit card for the System Membership.  System Members will not receive a bill for payments. If a monthly credit card payment is missed or the credit card is rejected, it must be renewed immediately. If it is not renewed, the balance of the Membership Fees shall be due and payable immediately.

10.  Cancellation of Membership.  Except as provided herein, a System Member cannot cancel by non-payment their monthly or annual Membership Fee.  Membership Fees may change on the next twelve (12) months renewal. If a monthly payment is missed or a credit card expires and is not renewed, the balance of Membership Fees due under this Agreement shall be due and payable immediately.

11. No Assignment. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the other’s express written consent, except that either Party may assign this Agreement to the surviving  Party in a merger or that Party into another entity or in an acquisition of all or substantially all that Party’s assets. An assignment authorized pursuant to the preceding sentence shall not become effective unless and until the assignee agrees in writing to be bound by all the assigning Party’s rights and obligations set forth in this Agreement. This Agreement will be binding upon and inure to the benefit of the Parties’ respective successors and assigns.

12.  Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska.

13.  Notices.  All notices, requests, demands or other communications hereunder shall be given in writing and shall be deemed to have been duly delivered (i) upon personal delivery to the Party to whom such notice is addressed, (ii) the next business day after deposit with a reputable overnight courier service, or (iii) three (3) business days after deposit in the U.S. mail, first class postage prepaid, to the addressee at the address herein designated or at such other address as may be designated in writing by notice given in the manner provided herein:

If to WCS: Norton Warner Warner Concept System, LLC 32224 W Lake Park Dr South Bend, NE 68058

14.  Severability. To the extent permitted by applicable law, the Parties hereby waive any provisions of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provisions of this Agreement is held to by invalid or otherwise unenforceable, such provisions will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions will remain in full force and effect.

15.  No Waiver. Neither Party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in explicit written waiver. No waiver or a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

16.  Conflict Among Exhibits. In the event of conflict with an exhibit to this Agreement, the main body of the Agreement will govern. In addition, no exhibit or attachment incorporated into this Agreement after the execution of this main body of this Agreement will be construed to amend this main body unless it specifically states its intent to do so and cites the section or sections amended.

17.  Counterparts. This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument.

18.  Entire Agreement. This Agreement sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither Party has relied upon any such prior or contemporaneous communications.

19.  Amendment. This Agreement may not be modified except in a written agreement signed by authorized representatives of both Parties.