quote:

James Thorpe

Synchronisation Licence

AGREEMENT made as of this 4 day of September, 2008

by and between Marillion / Intact Records ("Owner")

and

James Thorpe of 2..... ("Licensee"):

1. Licence. Owner irrevocably and unconditionally grants to Licensee for the Term the nonexclusive
right, licence and privilege ("Licence") throughout the Territory to:

a. Show at Nominated and Recognised Public Film Festivals ONLY.

the music video made by James Thorpe for the Marillion Music Video competition, embodying the composition entitled "Whatever is Wrong With You" ("Recording") in synchronization with, and in timed relation to, the audiovisual work tentatively entitled "Marillion – Whatever is wrong with you", A copy of the Video to be shown at the festivals nominated in c. is available at the following link for information.

Http://blackaceproduction.com/Downloads/Films/Marillion_Entry.wmv

The licensee confirms that the video contains the full, unmodified audio file of Whatever is Wrong With You (Contest Edit) provided on the website (www.whateveriswrongwithyou.com).

This Licence constitutes a direct licence of any and all performing rights which may become payable in connection with such permitted uses and Licensee need not make any payments or obtain performing rights society licences in connection therewith except to the extent the Composition has, prior to the date of this Agreement, been assigned to a performing right society and the rules of the relevant performing right society in the Territory provide that such direct licence of performing rights is not permitted.

b. The licensee agrees that The copyright of the video named in a. will vest with Marillion. The licensee agrees that no revenue will be generated, and no payments will be made to the licensee for the showing of this video at the film festivals nominated in c. The video will be shown in the festivals and will not be offered for sale or distributed in any form whatsoever.

c. Nominated Film Festivals.

The film festivals the video will be shown at will include, and be limited to only the following:

****SECRET****

2. Term and Territory. The term of the Licence shall commence upon the date set forth above and
shall continue for one (1) year ("Term"). The territory of the Licence is worldwide ("Territory").

3. Credit. In consideration of the rights granted to Licensee hereunder, Licensee shall accord credit
to the composer(s) and publisher(s) of the Composition in connection with Licensee's exploitation
of the Composition, provided that the manner, form and frequency of such credit shall be
determined by Licensee as in a. below.

Any inadvertent failure to so accord credit shall not constitute a material breach of the Licence
and Licensee's sole obligation will be to make good faith commercially reasonable efforts to
prospectively accord the credit prescribed herein; provided, however, Licensee and its distributors
will have no obligation to make changes to any previously created materials.

a.The composition shall be credited at the end of the presentation to contain the text: "Whatever is Wrong With You" performed by Marillion. Music by Hogarth/Rothery/Kelly/Trewavas/Mosley. Words by Hogarth. Produced by Michael Hunter and Marillion. Published by knowmorepublishing. Copyright (c) Intact Records 2008

4. Owner's Representations, Warranties, Undertakings and Indemnity. Owner hereby represents,
warrants and undertakes that:

a. The Composition is wholly original to Owner;

b. The Composition does not and will not infringe upon or violate the copyright, right of
privacy, right of publicity, moral right, performer's right, performer's property right or any
other right whatsoever of any person, firm or company;

c. No adverse claim(s) exist(s) with respect to the Composition;

d. Owner is the sole, absolute and unencumbered legal and beneficial owner of one hundred
percent (100%) of the copyright and all other rights in and to the Composition throughout
the world;

e. Licensee shall have no obligation to make any payment to any third party for Licensee's
exploitation of the rights granted by Owner hereunder; and

f. Owner has the full and exclusive right, power and authority to enter into this Agreement
and to make the grant and representations, warranties and agreements contained herein
and shall not enter into any arrangement which may conflict with this Agreement.

g. The consent of no third party is required for Licensee to fully exercise its rights hereunder.

5. Remedies. Owner hereby irrevocably waives any and all rights to seek or obtain any injunctive or
equitable relief against Licensee or its successors, assigns or licensees. Owner acknowledges
and agrees that, in the event of any breach or anticipatory breach by Owner of this Agreement,
damages alone are likely to be an inadequate remedy and, therefore, Licensee and its
successors, assigns and licensees will in respect of such breach be entitled, without proof of
special damages, to the remedies of injunction, specific performance or other equitable relief in
addition to all other remedies available at law or in equity, in any court of competent jurisdiction.

6. Miscellaneous. This Agreement constitutes the entire understanding of the parties. No other
agreement, written or oral, express or implied, exists between the parties with respect to the
Composition. Any modification or waiver hereunder or termination of this Agreement must be in
writing, signed by both parties. Licensee may freely assign or transfer (including the unlimited
right to sublicense) any or all of its rights under this Agreement, in whole or in part, subject to the
permitted uses hereunder of the Composition. If any provision of this Agreement is found to be
invalid, such provision will be severed to the minimum extent necessary for the remaining
provisions to be enforceable. This Agreement will be governed by the laws of England and
Wales. Each of the parties irrevocably submits to the non-exclusive jurisdiction of the courts of
England and Wales. This Agreement may be entered into in any number of counterparts and by
the parties on separate counterparts (including by fax), each of which, when executed, shall be an
original, but all of which taken together shall constitute one and the same instrument.

ACCEPTED AND AGREED TO:
OWNER
By: Erik Nielsen
Its: Managing Director
Contact #:


James Thorpe
By: ___________________________
Its: ___________________________