Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): October 17, 2014

IDLE MEDIA, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-54736	26-2818699
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)

216 S. Centre Avenue Leesport, PA			19533
(Address of principal executive offices)			(Zip Code)

	(484) 671-2241

	(Registrant’s telephone number, including area code)


(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into Material Agreement.

On February 1, 2014, Idle Media, Inc. (“we” or the “Company”) entered into an Advertising Representation Agreement with Woven Digital, LLC (the “Agreement”). This Agreement was amended on September 29, 2014 (the “Amendment”). Below is a summary of the material provisions of such Agreement and Amendment, which summary is qualified in its entirety by reference to the full text of the Agreement and Amendment, which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein. Capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement and Amendment.

Under the Agreement, we had originally granted Woven Digital, LLC (“Woven”) the (i) exclusive right to represent certain of our Properties (each a “Property” as defined in the Agreement and herein the “Properties”) to Advertisers, to negotiate with Advertisers and sell all Premium Advertisements on the Properties within the United States for a period of eleven months; and (ii) non-exclusive right to negotiate with Advertisers and sell all Premium Advertisements on the Properties outside the United States for a period of eleven months. As compensation for the foregoing, Woven agreed to guarantee us minimum payment of $70,000 per month.

On September 29, 2014 we amended the Agreement with Woven as set forth in the Amendment. Pursuant to the Amendment, Woven has agreed to guarantee us minimum payments of $35,000 per month during the final three months of the Agreement Term, and we have agreed with Woven that its exclusivity shall be limited to advertisements that relate to spirits or alcohol, beer, movies, television or telecommunication.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 17, 2014, we entered into an Employment Agreement with our Chief Executive Officer, Marcus Frasier. Mr. Frasier also serves as our sole Director. Below is a summary of the material provisions of such Employment Agreement which summary is qualified in its entirety by reference to the full text of the Employment Agreement which is attached as Exhibit 10.3 to this Current Report on Form 8-K and incorporated by reference herein. Capitalized terms not defined herein shall have the meaning ascribed to them in the Employment Agreement.

The Employment Agreement provides for an annual base salary of $450,000 for Mr. Frasier, subject to a 10% increase per annum. The initial term of employment under the Employment Agreement is three (3) years, unless earlier terminated by us or Mr. Frasier by reason of disability, death, for cause, for “good reason,” change of control or otherwise. In addition to his base salary, Mr. Frasier will be eligible to earn a bonus (“Bonus”) and receive Options, as determined by our Board of Directors.

Upon termination of Mr. Frasier without “cause”, upon his resignation for “good reason”, or upon his termination following a “change of control” (each as defined in the Employment Agreement) Mr. Frasier will be entitled to receive from us a severance payment equal to 2.99 times his then current base salary. Mr. Frasier shall also be entitled to any unpaid Bonus from the preceding year of employment.

On October 17, 2014, we entered into an Employment Agreement with Kyle Reilly, our Executive Vice-President of Music. Below is a summary of the material provisions of such Employment Agreement which summary is qualified in its entirety by reference to the full text of the Employment Agreement which is attached as Exhibit 10.4 to this Current Report on Form 8-K and incorporated by reference herein. Capitalized terms not defined herein shall have the meaning ascribed to them in the Employment Agreement.

The Employment Agreement provides for an annual base salary of $200,000 for Mr. Reilly. The initial term of employment under the Employment Agreement is one (1) year, unless earlier terminated by us or Mr. Reilly. If we terminate Mr. Reilly without Cause, we have agreed to pay Mr. Reilly all accrued but unpaid expenses plus a lump sum payment in an amount equal to the lesser of (i) six month’s salary; or (ii) any unpaid salary through the end of the Term of the Agreement.

Appointment of Secretary

On October 17, 2014 Craig DeFranco was appointed Secretary of the Company. Mr. DeFranco has been the Company’s Controller since July 2012. Mr. DeFranco has over 25 years of experience, both public and private, in corporate finance, accounting and reporting. From May 2008 through August 2010, Mr. DeFranco was Chief Financial Officer of British American Auctions, LLC, a world-wide purveyor of fine art and collectables.

From July 2004 to October 2010, Mr. DeFranco was SVP Finance and Corporate Secretary of Edentify, Inc., a leading provider of identity theft solutions throughout the United States.

From 2002 to 2004 Mr. DeFranco was Division Controller of HMX Sportswear, a subsidiary of Hartmarx Corp., a former Fortune 500 company. The HMX Sportswear division manufactured the sportswear lines of Jack Nicklaus, Ted Baker, Pringle and Austin Reed sportswear in addition to various accessories.

In addition, from 2001 to 2002, Mr. DeFranco was Chief Financial Officer of Across Frontiers, Inc., an international media company based in New York specializing in the development and distribution of educational DVD’s focusing on the cultural nuances of other countries to assist business travelers acclimate themselves to customs and practices while visiting abroad.

Mr. DeFranco is a graduate of Villanova University with a B.S. in Accounting and a certificate in Criminal Justice. DeFranco has also completed course work in executive communication from Penn State University and Six Sigma from Villanova University. Additionally, DeFranco was nominated to the Pennsylvania Pharmacy Licensing Board by Governor Tom Corbett and approved by the Pennsylvania Senate in 2014.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibits

10.1 February 1, 2014 Agreement between Woven and the Company

10.2 September 29, 2014 Amending Agreement between Woven and the Company

10.3 2014 Employment Agreement between the Company and Marcus Frasier dated October 17, 2104.

10.4 2014 Employment Agreement between the Company and Kyle Reilly dated October 17, 2104.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IDLE MEDIA, INC.

Date: October 20, 2014	By:	/s/ Marcus Frasier
		Name: Marcus Frasier
		Title: Chief Executive Officer

Exhibit 10.1

ADVERTISING REPRESENTATION AGREEMENT

This Advertising Representation Agreement (this "Agreement") is entered into effective as of February 1, 2014 (the "Effective Date") by and between Woven Digital, LLC, a Delaware limited liability company ("Woven"), and Idle Media, Inc. ("Publisher"). In consideration of the terms, conditions and agreements set forth below, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Woven and Publisher hereby agree as follows:

AGREEMENT

1. Definitions. As used in this Agreement, the following terms shall have the meanings specified below:

(a) "Advertiser" means any Person engaged in creating, placing or utilizing Advertisements, including, without limitation, any direct advertiser, advertising agency or marketing representative.

(b) "Advertisements" means any and all text, in-text, graphical, audio, video or other promotional activity that appears on or in connection with the Property and that promotes the availability of any third party products, services or merchandise including any advertisements sold through third party advertising networks, in excess of $2.00 CPM. This shall include homepage skins, premium IAB units, sponsored mixtapes, cover art, takeovers and other custom advertising products.

(c) "Advertisement Code" means HTML code that, when rendered. on a browser displaying the web page on which it is placed, calls a server for an Advertisement.

(d) "Advertising Revenue" shall mean all revenue actually received by Woven with respect to the display of Advertisements on the Property.

(e) "Net Revenue" means the revenue actually received by Woven from advertisements on Publisher site(s) less refunds, discounts, commissions, creative/production costs, and applicable ad-serving fees.

(f) "Person" means an individual, corporation, partnership, 1 i m ted partnership, limited liability company, advertising agency, syndicate, trust, association or other entity

(g) "Property" means the websites located at the URL's www.datpifficom and www.hiphopearly.com, including any and all extensions of such URL, subdomains of such URL and mobile versions thereof, and/or all third party websites to which Publisher has the right to deliver Advertisements.

(h) "Serving Fees" means refunds, advertisement serving and trafficking fees, advertisement operation fees, advertisement production fees, brand research fees, rich media fees and expenses as reasonably related to advertisements brokered by Woven.

(i) "Territory" means the United States.

2. Services.

(a) Exclusive Representation. Publisher hereby grants to Woven the exclusive right, within the Territory, to represent the Property to Advertisers, negotiate with Advertisers and sell all Premium Advertisements on the Property. With respect to the Territory, Publisher is not permitted to approach advertisers to sell Advertisements on the Property or represent the Property to Advertisers unless in the ordinary course of business, and Publisher shall not discuss, negotiate with or enter into any agreement with any direct advertiser, advertising agency, marketing representative or Person providing similar services regarding the sale of Advertisements on the Property in the Territory.

(b) Non-Exclusive Representation. In addition to the exclusive right granted in Section 2(a), Publisher hereby grants to Woven the non-exclusive right, outside of the Territory, to represent the Property to Advertisers, negotiate with Advertisers and sell Advertisements on the Property.

(c) Traffic Measurement. During the Term (as defined below), Publisher authorizes Woven to aggregate the Property's traffic under Woven's name or the name of any Woven affiliate, with any third party traffic and audience measurement and/or reporting services (e.g., comScore, Media Metrix, Nielsen Net Ratings @Plan), and Woven agrees to execute documents reasonably necessary to effectuate this authorization.

3. Payment Terms and Collections.

(a) Premium Advertising Payments (Desktop & Mobile). Woven uhall pay to Publisher 65% of the Net Revenue generated by Premium Advertisements delivered by Woven on the Property. Woven shall make payment in U.S. dollars of Net Revenue owing to Publisher within thirty (30) days following the end of the month in which payment of such Net Revenue was actually recehved by Woven. Publisher shall be responsible for and shall pay any applicable sales, use, income or other taxes or duties, tariffs or the like applicable to such Net Revenue. Additionally, Woven agrees to pay Publisher a Minimum Guarantee of $70,000 per month within fifteen (15) days following the end of each month. (a) It is mutually understood that Idle Media, Inc will occasionally take direct Advertisements on its websites, however, should the Gross amount exceed $5,000, it is expected that Wove► Digital, LLC will fulfill these campaigns.

(b) Remnant and. Ancillary Revenue: Payments (Desktop and Mobile Web, Widgets, Cube on other sites, social sharing, etc.):. Woven shall pay to Publisher 80% of the Net Revenue generated by ancillary revenues generated as a direct result of Woven's efforts. As used herein, "ancillary revenue" shall mean revenue generated outside of premium and remnant and may include, but is not limited to, revenue generated through video advertisements, social advertisements, :plug-ins, widgets, traffic acquisition, and promotions. Woven shall make payment ninety (90) days following the month in which such Advertisements were delivered on the Property.

(c) Woven will generate monthly statements to Advertisers and use its commercially reasonable efforts to collect its accounts receivable with respect to Advertiser;; provided, however, that Woven is not obligated or required to bring any lawsuit or engage any collection services to recover same.

4. Publisher Obligations and Warranties.

(a) Publisher shall be obligated to implement the Advertisement Code for all Advertisement(s) sold by Woven in accordance with the instructions of any insertion order, inventory purchase order or other instructions conveyed by Woven. Publisher's obligation to implement the Advertisement Code for all Advertisements pitched or sold by Woven prior to expiration or termination of this Agreement shall survive the expiration or earlier termination of this Agreement.

(b) In the event of any conflict between any Advertisement sold by Woven in the Territory and any Advertisement sold by Publisher or through another network or agency, Woven's Advertisement shall have first priority and placement and Publisher shall take whatever actions are necessary to discontinue running the conflicting Advertisement(s).

(c) Publisher acknowledges that Woven has no responsibility to review the content of the Property and covenants that the Property shall not contain, or contain links to, content: promoting the use of illegal substances; pornography; content promoting illegal activity, racism, hate, "spam," mail fraud, pyramid schemes or investment opportunities CT advice not permitted by law; content that is libelous, defamatory, contrary to public policy or otherwise unlawful; or malicious code, adware, spyware or drive-by download applications.

(d) Woven shall not be liable to Publisher for any Net Revenue arising out of activity that is deceptive or fraudulent in nature and Publisher shall not directly or indirectly engage in any fraudulent activity (e.g., activities that are intended to inflate clicks or impressions, the display of any Advertisements in pop-ups, pop-unders, exit windows, expending buttons, animation or other similar methods, or the placement of Advertisements an unapproved websites, in emails or any other location which has not been approved by Woven). If any payment to Publisher under this Agreement derives from such activity, Woven may, at its option, offset the amount of such payment against any future payments to Publisher or, at Woven's written request, Publisher shall immediately repay such payment in full to Woven.

(e) Publisher hereby represents, warrants and covenants that use of the Property by Woven or any of Woven's Advertisers will not infringe upon any third party intellectual property rights, including trademarks, patents, copyrights, rights of publicity, moral rights, music performance or other music-related rights, or any other third party right.

(f) Publisher shall add Woven as an administrator and/or trafficker in Publisher's ad server (i.e. DFP) in order for Woven to manage premium and remnant advertising in real time.

(g) Publisher and Woven agree not to directly or indirectly circumvent each other. The term "circumvent" as used herein shall mean that neither Publisher nor Woven will engage in relationships that were introduced by the other without the consent of the other party. Woven maintains relationships with remnant demand partners and content syndication companies, which Publisher agrees not to work with directly barring any documented and active relationships established prior to ithe effective date of this Agreement.

(h) In the event Publisher receives an offer from any party relating to the Property and related business holdings and wishes to accept it, Publisher shall provide Woven written notice of its desire or intention to sell the Property and related business holdings accompanied by a copy of such offer. Upon receipt of said written notice, Woven shall have thirty (30) days from the date of receipt within in which to give Publisher notice that it desires to meet or beat the provided offer and purchase the Property and related business holdings.

(1) Advertisers in various territories require websites to represent compliance with the terms and conditions of certain government bodies or private organizations. Wovert's sales efforts in those territories require compliance with certain standards as set by organizations such as "LASH" (for AU and the UK) or related organizations such as the "lAB" (in Canada and the United States) or such other organization as is or may subsequently be established (together, "Ad Organizations"). Publisher agrees to make, and observe the requirements of, such representations and shall execute all forms relating to the requirements of Ad Organizations as may be required from time to time. Publisher understands that terms required by these Ad Organizations may be updated and/or revised from time to time and Publisher agrees to such updated or revised terms as they may be communicated to Publisher from time to time, via email, public posting or in a separate signed agreement. Publisher agrees to promptly return any supplementary agreement requested of it by Woven relating to compliance with such terms or conditions as may be established by Ad Organizations.

5. Privacy Matters. Woven and/or some of its advertising partners use third party advertising companies ("Ad Serving Services") to serve Advertisements on partner websites, including Double Click. Ad Serving Services may employ cookie technology to measure Advertisement effectiveness and may collect information about user visits to the Property. As a condition of Wo ven's entering into this Agreement, Publisher represents that the Property at all times will feature an easy-to-understand privacy policy, linked, at a minimum, conspicuously from the Property's home page(s), 'Kith a link that contains the word "Privacy," that (a) properly discloses the use of the Ad Serving Services in accordance with applicable law (including industry self-regulation or standard practices proposed by organizations such as the Network Advertising Initiative, Privacy Alliance or TRUSTe), including, without limitation, (i) the use of third party advertising technology, (ii) the data collection and other uses of the Ad Serving Services, and (iii) any reporting and/or targeting activities, and (b) offers the user an opportunity to opt out from such collection and use via a live hyperlink to an opt out service such as the Network Advertising Initiative: http://www.networkadvertising.org/managing/opt_outasp.

6. Confidentiality. The parties hereto agree not to use or divulge to any third party any confidential, non-public and/or proprietary information (collectively, the "Confidential Information") belonging to the other party and received in connection with the performance of this Agreement, unless (a) the Confidential Information is in or enters the public domain other than by a breach of the receiving party, or (b) the receiving party obtains the Confidential information lawfully from a third party who is authorized to disclose the Confidential Information, or (c) the receiving party :is required to disclose the Confidential Information by law, regulation or an order of a court of competent .jurisdiction. Immediately upon termination of this Agreement, each party shall return to the other party or destroy all of that other party's Confidential Information. For the sake of clarity, Woven's Confidential Information includes all pricing information with respect to Advertisements. Furthermore, the terms and existence of this Agreement shall be deemed each party's Confidential Information. Notwithstanding the foregoing, each party shall have the right to refer to and reasonably promote its business relationship with the other party.

7. Term and Termination.

(a) The term of this Agreement (the "Term") shall commence as of the Effective Date and shall remain in effect until one day prior to the eleven (11) month anniversary of the Effective Date. Thereafter, this Agreement will automatically 'renew for an additional twelve (12) month period (a "Renewal Term") (such twelve (12) month period to be included in the "Term") unless notified by Publisher within sixty (60) days of the end then current term.

(b) This Agreement may be terminated: (i) by the mutual consent of Woven and Publisher; or (ii) by either party, if, during the Term, the other party materially breaches this Agreement and such breach shall continue for ten (10) days after the party has delivered to the other party notice of such failure or breach; provided, that if the breach is reasonably incurable (e.g., breach of confidentiality obligation, etc.), then the terminating party shall have the right to terminate this Agreement immediately.

(c) Sections 1, 3, 4, 5, 6, 7(c), and 8 through 13 (inclusive) will survive termination or expiration of this Agreement as will any cause of action or claim of either party, whether in law or in equity, arising out of any breach or default.

8. Exclusion of Damages; Disclaimer of Warranties; Limitation of Liability. EXCEPT WITH RESPECT TO THE FULFILLMENT OF A PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT, AND IRRESPECTIVE OF WHETHER THE PARTIES HAVE ADVISED OR BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. OTHER THAN AS EXPRESSLY SET FORTH HEREIN, NEITHER. PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE SUBJECT MATTER HEREOF, AND EACH PARTY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE AGGREGATE LIABILITY OF WOVEN ARISING FROM, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID AND OWING TO PUBLISHER HEREUNDER FOR THE SIX (6) MONTHS PRECEDING THE TIME WHEN THE CLAIM UNDERLYING SUCH LIABILITY AROSE.

9. General Representations and Indemnification.

(a) Each of the parties hereto represents and warrants to the other that: (i) it has the right, power and authority to enter into and to fully perform this Agreement and that such performance will not breach any agreement or applicable law; (ii) when executed and delivered, this Agreement shall constitute a valid and binding obligation of such party; and (iii) it has not entered and shall not enter into any agreement or arrangement that could reasonably be expected to limit the performance of its obligations, or diminish or impair the rights of the other party, hereunder.

(b) Each party hereto (the "indemnifying party") shall indemnify, defend and hold the other party and its respective affiliates, officers, directors, managers, members, employees and agents harmless from and against any and all costs, liabilities, losses, damages and expenses, including reasonable attorneys' fees and court costs, and amounts paid in settlement, resulting from or arising out of any claim, suit, action or proceeding brought against the other party (the "indemnified party") by a third party based on: (i) allegations that, if true, would constitute a breach of any of the representations, warranties, covenants or obligations made by the indemnifying party in this Agreement; (ii) any product liability claims with respect to the indemnifying party's (and its affiliates') products; or (iii) the indemnifying party's gross negligence or willful misconduct. The indemnified party shall provide the indemnifying party with such reasonable cooperation and assistance as may reasonably be required from time to time in the defense of any such claim, suit, action or proceeding.

10. Notices. Any notice or other communication under this Agreement shall be given in writing and either: (a) delivered in person; (b) transmitted by facsimile; or (c) delivered by an overnight commercial delivery service to the party to which such notice or communication is to be given, at the address set forth below or to such other address as either party shall have last designated by such notice to the other party. Each such notice or other communication shall be effective, (i) if given by an overnight commercial delivery service, one business day after such notice or communication is deposited with such service and addressed as aforesaid, and (ii) if given by personal delivery or facsimile, when actually received, as evidenced by appropriate receipts, facsimile "answer-back" print-outs or other similar documentation.

11. Choice of Law; Venue. This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the laws of the State of California without regard to conflicts of laws principles. Any controversy or claim arising out of or relating to this Agreement or the breach hereof shall be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California and the parties agree and submit to the personal and exclusive jurisdiction and venue of such courts.

12. Assignment. This Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns and may be assigned without the consent of the other party only by either party in connection with any reorganization, Change of Control (as defined below), or similar transaction. The written consent of a party relating to any other type of assignment of this Agreement by the other party shall not be unreasonably withheld or delayed. A "Change of Control" means a merger, acquisition, sale of voting control or sale of substantially all of the assets of a party such that the current shareholders, members or owners of the respective party prior to such transaction do not hold more than fifty percent (50%) of the voting power of the acquiring or surviving entity.

13. Miscellaneous. This Agreement contains the entire understanding of the parties hereto regarding the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings between the parties, whether written or oral, regarding its subject matter. Each term of this Agreement may be modified, supplemented, amended or waived only by a writing signed by both parties that expressly modifies, supplements, amends or waives such term. Except as expressly provided herein, this Agreement does not create any third party rights whatsoever. No fai lure or delay by a party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, all of which shall remain in full force and effect. This Agreement shall be construed as if drafted equally by both parties. This Agreement may be executed in counterparts, both of which taken together shall constitute one and the same document. The exchange of copies of this Agreement and of signature pages by facsimile itransmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in "portable document format" (".pdf') form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by combination of such means, shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have executed this Advertising Representation Agreement as of the Effective Date.

	WOVEN:

	WOVEN DIGITAL, LLC

	By:
	Name:
	Title:

	Notices to:
	Woven Digital, LLC
	Attn. Alex Boyce
	10381 Jefferson Blvd.
	Culver City, CA 90232
	Fax: (310) 496-0497

	PUBLISHER: Idle Media, Inc
	By:	/s/ Marcus Frasier
	Name:	Marcus Frasier
	Title:	CEO

	Notices to: Idle Media, Inc. Attn: Marcus Frasier 216 South Centre Avenue Leesport, PA 19533

Exhibit 10.2

Amendment to Advertising Representation Agreement

This Amendment to Advertising Representation Agreement (this "Amendment") is entered into effective as of September 29th, 2014, by and between Woven Digital, LLC, a Delaware limited liability company ("Woven"), and Idle Media, Inc., a Nevada corporation ("Publisher", and together with Woven, the "Parties"):

WHEREAS, the Parties previously entered into that certain Advertising Representation Agreement, dated as of February 1, 2014 (the "Agreement"); and

WHEREAS, the Parties wish to make such modifications to the Agreement as described in this Amendment.

NOW THEREFORE, in consideration of the mutual promises and agreements contained herein and in the Agreement, the Parties hereby agree as follows:

1. Amendments.

The following definition of "Exclusive Advertisements" shall be added to Section 1 of the Agreement in the appropriate location such that all definitions set forth therein remain in alphabetical order:

"Exclusive Advertisements" means any premium Advertisements or other Advertisements that generate ancillary revenue, in each case, that relate to spirits or alcohol, beer, movies, television or telecommunications."

Section 2(a) of the Agreement shall be deleted in its entirety and replaced with the following:

"(a) Exclusive Representation. Publisher hereby grants to Woven the exclusive right, within the Territory and with respect to Exclusive Advertisements, to represent the Property to Advertisers, negotiate with Advertisers and sell Advertisements on the Property. With respect to the Territory, Publisher is not permitted to approach any Person to sell Exclusive Advertisements on the Property or represent the Property to any Person with respect to Exclusive Advertisements, and Publisher shall not discuss, negotiate with or enter into any agreement or understanding with any Person, including, without limitation, any direct advertiser, advertising agency, marketing representative or Person providing similar services, regarding the sale of Exclusive Advertisements on the Property in the Territory."

Section 2(b) of the Agreement shall be deleted in its entirety and replaced with the following:

"(b) Non-Exclusive Representation. In addition to the exclusive right granted to Woven in Section 2(a), Publisher hereby grants to Woven the non-exclusive right (i) within the Territory and with respect to all Advertisements (other than Exclusive Advertisements), to represent the Property to Advertisers, negotiate with Advertisers and sell Advertisements on the Property, and (ii) outside of the Territory, to represent the Property to Advertisers, negotiate with Advertisers and sell Advertisements on the Property."

Section 3(a) of the Agreement shall be deleted in its entirety and replaced with the following, which replacement the Parties intend to be deemed to have been in effect as provided herein as of September 1, 2014:

"(a) Premium Advertising Payments (Desktop & Mobile). Woven shall pay to Publisher 65% of the Net Revenue generated by premium Advertisements delivered by Woven on the Property. Woven shall make payment in U.S. dollars of Net Revenue owing to Publisher within thirty (30) days following the end of the month in which payment of such Net Revenue was actually received by Woven. Publisher shall be responsible for and shall pay any applicable sales, use, income or other taxes or duties, tariffs or the like applicable to such Net Revenue. Woven agrees to pay Publisher a minimum guarantee in an amount equal to $35,000 per month within fifteen (15) days following the end of each calendar month; provided, that any amounts payable by Woven to Publisher in respect of Net Revenue for any month pursuant to the first sentence of this Section 3(a) shall be offset by the amount of any monthly minimum guarantee payments for that month that have been made by Woven to Publisher. A schedule of monthly guarantee payments is set forth on Exhibit A."

The following provision shall be added as Section 3(d) of the Agreement:

"(d) Coordination and Notification of Advertising Sales. Each of Woven and Publisher shall use commercially reasonable efforts to coordinate with the other such that conflicting Advertisements (e.g., two Advertisements sold for the same advertising space on the same day) are not sold on the Property, and shall notify the other as soon as reasonably practicable upon the sale of any Advertising on the Property to avoid any such conflict."

Section 7(a) of the Agreement shall be deleted in its entirety and replaced with the following:

(a) The term of this Agreement (the "Term") shall commence as of the Effective Date and shall remain in effect until December 31, 2014."

2. Ratification of Agreement. Except as modified or otherwise provided by the terms of this Amendment, the Agreement is hereby ratified and confirmed in its entirety, and remains in full force and effect in accordance with its terms.

3. Entire Agreement. This Agreement, as amended by this Amendment, constitutes the entire understanding of the Parties hereto with respect to the matters addressed herein. There are no promises, understandings or representations other than those set forth in those documents.

4. Counterparts. This Amendment may be signed in any number of counterparts and the signatures delivered by telecopy, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument and delivered in person.

(Signature Page Follows)

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

WOVEN:

WOVEN DIGIT4L, LLC

By: Name: Michael Laur

Title: C.O.O.

PUBLISHER:

IDLE MEDIA, IN

By:

Name; Marcus Frasier

Title: CEO

(Signature Page to Amendment to Advertising Representation Agreement)

Exhibit A:

Monthly Guarantee Payment Dates:

October 15, 2014

November 17, 2014
December 15, 2014
January 15, 2014

Exhibit 10.3

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") dated as of October 17, 2014 (the “Effective Date”), is by and between Idle Media, Inc. (the "Company") and Marcus Frasier (the "Executive").

RECITALS

WHEREAS, the Company is a Nevada corporation having its principal office at 216 S. Centre Avenue, Leesport, PA, 19533; and

WHEREAS, the Executive is an individual having a principal residence in the State of Pennsylvania; and

WHEREAS, the Company desires to employ the Executive and the Executive desires to gain employment with the Company, all upon the terms and provisions, and subject to the conditions, as set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual premises, covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt, and legal adequacy of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1. POSITION AND DUTIES.

(a) Reporting. During the term of this Agreement (the “Employment Term”), the Company shall employ the Executive, and the Executive shall serve, as the Chief Executive Officer of the Company. The Executive shall report directly to the Board of Directors (the “Board of Directors”) of the Company.

(b) Responsibilities. The Executive shall have responsibility to oversee all aspects of the Company’s business activities as are customarily performed and enjoyed by persons employed in comparable positions, subject, however, in all instances to the direction and control of the Board of Directors.

(c) Devotion of Executive’s Time. Subject to Section 1(d) hereof, the Executive shall devote substantially all of his business time, labor, skill and energy to conducting the business and affairs of the Company and to performing his duties and responsibilities to the Company as set forth in Section 1(b) hereof, unless otherwise agreed to by the Company’s Board of Directors. The Executive shall perform the Executive's duties and responsibilities to the Company diligently, competently, faithfully and to the best of his ability.

(d) Representations. The Executive represents and warrants to the Company that the Executive has the right to negotiate and enter into this Agreement, and the Executive's execution, delivery and performance of this Agreement does not breach, interfere with or conflict with any other contractual agreement, covenant not to compete, option, right of first refusal or other existing business relationship or any judgment or order, in each case, to which the Executive is a party or otherwise subject. The Executive acknowledges that this representation and warranty is a material inducement to the Company entering into this Agreement and in the event the Executive breaches this representation and warranty, the Executive agrees to indemnify and hold harmless the Company from any and all claims, actions, losses, damages, including, but not limited to, reasonable attorney's fees and expenses incurred by the Company as a result of such breach.

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2. Employment Term.

(a) The initial term of employment shall be for a period of three (3) years (the “Employment Term”), commencing with the date hereof, unless sooner terminated as provided in this Agreement. This Agreement shall be renewed annually for a term of one (1) year (each a “Successive Term”) unless the Company or the Executive gives notice to the other of termination at least six (6) months prior to the expiration of the Employment Term, or any Successive Term, as the case may be. Each of the Executive and the Company at his or its sole discretion and with or without good reason, may elect not to renew this Agreement at the end of the Employment Term or any Successive Term.

(b) Notwithstanding the provisions of Section 2(a) above, the Company shall have the right to terminate the Executive's employment for Cause (as defined in Section 2(c) below); provided, however, that the Executive shall not be deemed to have been terminated for Cause unless and until the Board of Directors at a meeting duly called and held for that purpose shall have determined that the Executive committed an act falling within the definition of Cause and specifying the basis for such determination. If the Executive's employment shall be terminated by the Company for Cause, then the Company shall pay to the Executive any unpaid salary, bonuses and benefits through the effective date of termination.

(c) For purposes of this Agreement the term, "Cause" shall mean the Executive's: (a) engagement in gross misconduct materially injurious to the Company: (b) knowing and willful neglect or refusal to attend to the material duties assigned to him by the Board of Directors of the Company, which is not cured within thirty (30) days after written notice; (c) commission of an act of fraud or embezzlement; or (d) conviction of a felony.

(d) Any purported termination of the Executive's employment by the Company hereunder shall be communicated by a Notice of Termination (as defined herein) to the Executive in accordance with Section 10. For purposes of this Agreement, a "Notice of Termination" shall mean a written notice which shall indicate those specific termination provisions in this Agreement relied upon and which sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provisions so indicated.

(e) For purposes of this Agreement, the date of termination shall be: (a) if this Agreement is terminated by the Company for Incapacity (as defined in Section 4(a) below), the date on which a Notice of Termination is given, (b) if the Executive's employment is terminated by the Company for any other reason (other than death), the date on which a Notice of Termination is given or (c) if the Executive terminates his employment for any reason, the date on, which he gives the Company notice of such termination.

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3. Compensation.

(a) The Company shall pay to the Executive for the services to be rendered by the Executive hereunder, a salary for the Employment Term and any Successive Term under this Agreement at the rate of US$ 450,000 (the “Base Salary”) per annum. The salary shall be payable in accordance with the Company's regular policies, subject to applicable withholding and other taxes. Such salary will be increased each January 1 during the Employment Term and each Successive Term of this Agreement by an amount equal to ten percent (10%) of the Executive's annual salary for the prior fiscal year.

(b) The Executive shall receive a cash bonus with respect to each calendar year of the Company during which he is employed hereunder, commencing with the year ending December 31, 2014, in an amount to be to be determined at the discretion of the Board of Directors of the Company (the “Annual Bonus”).

(c) The Executive shall be granted options annually to acquire shares of restricted stock of the Company (each a “Grant”) in amounts determined by the Board of Directors. Each Grant shall be granted at fair market and shall be evidenced by a Stock Option Agreement between the Executive and the Company and shall be granted pursuant to the Company’s 2014 Equity Incentive Plan (the “Plan”).

(d) The Executive shall be entitled to participate in, and receive benefits from any vacation, holiday and other employee benefit plan of the Company which may be in effect at any time during the course of his employment by the Company and which shall be generally available to other senior executives of the Company occupying positions of comparable status or responsibility. In addition, the Executive shall be entitled to four (4) weeks of paid vacation.

(e) The Company agrees promptly to reimburse the Executive for all reasonable and necessary business expenses upon the presentation by the Executive of appropriate evidence thereof.

4. Death; Incapacity.

(a) If, during the Employment Term or any Successive Term hereunder, because of illness or other incapacity, the Executive shall fail for a period of six (6) consecutive months (the "Incapacity"), to render the services contemplated hereunder, then the Company, at its option, may terminate the employment hereunder by notice to the Executive, effective on the giving of such notice; provided however, that the Company shall (i) pay to the Executive any unpaid salary through the effective date of termination specified in such notice; (ii) pay to the Executive his accrued but unpaid Annual Bonus and additional incentive compensation, if any, for any prior-year bonus period ending on or before the date of termination of the Executive's employment with the Company; (iii) continue to pay the Executive for a period of six (6) months following the effective date of termination, an amount equal to the excess, if any, of (A) the Base Salary he was receiving at the time of his Incapacity, over (B) any benefit the Executive is entitled to receive during such period under any disability insurance policies provided to the Executive by the Company or maintained by the Executive, such amount to be paid in the manner and at such time as the salary otherwise would have been payable to the Executive; and (iv) pay to the Executive (within forty-five (45) days after the end of the fiscal quarter in which such termination occurs) a pro-rata portion (based upon the period ending on the date of termination of the Executive's employment hereunder) of the Annual Bonus and incentive compensation, if any, for the bonus period in which such termination occurs. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of the Executive's Incapacity and other reimbursable expenses due under Section 3(e) through the date of Executive's Incapacity, and repayment of compensation for unused vacation days that have accumulated during the calendar years in which such termination occurs).

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(b) In the event of the death of the Executive during the Employment Term or Successive Term, the Employment Term or the Successive Term hereunder shall terminate on the date of death of the Executive; provided, however, that the Company shall (i) pay to the estate of the deceased Executive any unpaid Base Salary through the Executive's date of death; (ii) pay to the estate of the deceased Executive his accrued but unpaid Annual Bonus and incentive compensation if any, for any prior-year bonus period ending on or before the Executive's date of death; (iii) pay to the estate of the deceased Executive (based upon the period ending on the date of death) a pro rata portion of the Annual Bonus and any incentive compensation, if any for the bonus period in which termination occurs; and (iv) continue to pay the Executive for a period of six (6) months following the Executive's date of death, an amount equal to the excess, if any, of (A) the salary he was receiving at the time of his death, over (B) any benefit the Executive is entitled to receive during such period under any life insurance policies provided to the Executive by the Company, such amount to be paid in the manner and at such time as the salary otherwise would have been payable to the Executive. The Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the date of the Executive's death and other reimbursable expenses due under Section 3(e) through the date of Executive's death, and (y) payment of compensation for unused vacation days that have accumulated during the calendar year in which such termination occurs).

5. Severance compensation Upon Termination of Employment.

(a) If the Executive's employment with the Company shall be terminated (x) by the Company as a result of a Major Event (as definite in Section 5(c) below), or (y) by the Executive for Good Reason in connection with a Major Event, then the Company shall, unless waived by the Executive for any reason or no reason:

(i) pay to Executive as severance pay, payable at the time of termination, an amount equal to the sum of (z) any unpaid Base Salary through the effective date of termination, and (w) an amount equal to two and ninety-nine one-hundredths (2.99) multiplied by the Executive's "base amount" (as determined in accordance with Section 28OG of the Internal Revenue Code of 1986 (the "Code");

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(ii) arrange to provide Executive, for a twelve (12) month period (or such shorter period as Executive may elect), with disability, accident and health insurance substantially similar to those insurance benefits which Executive is receiving immediately prior to the earlier of a Major Event, if any, or the date of termination to the extent obtainable upon reasonable terms, provided, however, if it is not so obtainable, the Company shall pay to the Executive in cash, the annual amount paid by the Company for such benefits during the previous year of the Executive's employment; and

(iii) Notwithstanding the foregoing, the payments made to the Executive pursuant to this Section 5(a) shall be reduced to the extent necessary to prevent such payments from constituting an "excess parachute payment" within the meaning of Section 280G of the Code, and in the event that such payments are reduced, the Executive shall be permitted to direct the manner in which the payments shall be reduced. The Executive shall have the option to accept or waive any rights under this Section 5(a).

(b) If the Executive's employment shall be terminated (x) by the Company other than pursuant to Section 2(b), Section 4 or Section 5(a), or (y) by the Executive for Good Reason other than in connection with a Major Event, then the Company shall pay to the Executive as severance pay, payable at the time of termination, an amount equal, to any unpaid Base Salary through the end of the term of this Agreement, plus an amount equal to one (1) year of Executive's Base Salary as shall be in effect at the time of termination.

(i) a Major Event;

(ii) the assignment to the Executive by the Company of duties in connection with, or a substantial alteration in the nature or status of, Executive's responsibility on the later of the date of this Agreement or on the last date on which such responsibilities are increased;

(iii) a reduction by the Company in the Executive's Base Salary as in effect on the later of the date of this Agreement or the last date on which such Base Salary is increased:

(iv) any breach by the Company of any material provision of this Agreement; provided, however, that the Executive shall give written notice to the Company which shall indicate those specified provisions in this Agreement relied upon and which shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination; or

(v) any failure by the Company to obtain the assumption of this Agreement by any successors or assigns of the Company.

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(d) For purposes of this Agreement, a "Major Event" shall be deemed to have occurred if (i) there shall be consummated any consolidation or merger of the Company in which the Company is not the continuing or surviving company or pursuant to which shares of the Company's common stock would be converted into cash, securities or other property, other than a merger of the Company, in which the holders of the Company's common stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving company immediately after the merger; (ii) there shall be consummated any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company; (iii) proceedings or actions for the liquidation or dissolution of the Company are initiated by the Company; or (iv) any "Person" (as defined in Sections 13(d) and 14(d) of the Exchange Act) (other than the Executive or persons who beneficially own more than twenty-five percent (25.0%) of the capital stock of the Company on a fully diluted and as- converted basis outstanding as of the date hereof) becomes the "Beneficial Owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), directly or indirectly, of thirty percent (30.0%) or more of the Company's outstanding capital stock on a fully diluted and as-converted basis at such time; provided, however, that a Major Event shall not be deemed to have occurred solely by reason of the consummation of a firmly underwritten public offering, private placement or other financing in which the Company’s securities are acquired for cash consideration.

(e) The Executive shall neither be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor, except to the extent provided in Section 5(a) above, shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by the Executive as a result of employment by another employer or by retirement benefits, after the date of termination, or otherwise.

(f) The provisions of this Agreement, and any payment provided for hereunder, shall not reduce any amounts otherwise payable, or in any way diminish the Executive's existing rights, or rights which would accrue solely as a result of the passage of time, under any benefit plan of the Company, or other contract, plan or arrangement, or pursuant to applicable law.

6. EMPLOYEE BENEFITS.

(a) Eligibility. During the period of the Executive's employment with the Company hereunder, the Executive shall be entitled to receive such other perquisites and fringe benefits generally if and when made available by the Company to its senior executives and key management employees as a group in accordance with the plans and policies of the Company from time to time in effect, including, without limitation, medical insurance, disability and life insurance, participation in retirement, savings, subject to, and on a basis consistent with, the terms, conditions, and overall administration of such plans and policies, on terms no less favorable, in each instance, than those made available to other senior executives and key management employees of the Company.

(b) Vacation Time. The Executive shall be entitled to paid vacation time and holidays per annum as is consistent with his position with the Company and the performance of his duties hereunder; provided that the Executive shall not be able to take vacation time at any time that would materially interfere with the business or operations of the Company. The Executive shall be entitled to four (4) weeks of paid vacation for each twelve (12) months of employment.

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7. INSURANCE. The Company shall have the right to apply for and take out, in the Company’s own name or otherwise, at the Company’s expense, life, health, accident, or other insurance covering the Executive, in any amount the Company deems necessary to protect the Company’s interest hereunder, and the Executive shall have no right, title or interest in or to any such insurance or the proceeds thereof. The Executive shall assist the Company in obtaining such insurance by submitting to usual and customary medical and other examinations and by signing such applications, statements and other instruments as may be reasonably required by any insurance company in connection with obtaining such insurance coverage.

8. DEDUCTIONS AND WITHHOLDINGS. All amounts payable or which become payable to the Executive under any provision of this Agreement shall be subject to such deductions and withholdings as is required by applicable law.

9. INDEMNIFICATION. The Company shall indemnify the Executive in his capacity as an officer of the Company to the fullest extent permitted by applicable law against all debts, judgments, costs, charges or expenses whatsoever incurred or sustained by the Executive in connection with any action, suit or proceeding to which the Executive may be made a party by reason of his being or having been an officer of the Company, or because of actions taken by the Executive which were believed by the Executive to be in the best interests of the Company, and the Executive shall be entitled to be covered by any directors' and officers' liability insurance policies which the Company may maintain for the benefit of its directors and officers, subject to the limitations of any such policies. The Company shall have the right to assume, with legal counsel of its choice, the defense of the Executive in any such action, suit or proceeding for which the Company is providing indemnification to the Executive. Should the Executive determine to employ separate legal counsel in any such action, suit or proceeding, any costs and expenses of such separate legal counsel shall be the sole responsibility of the Executive. If the Company does not assume the defense of any such action, suit or other proceeding, the Company shall, upon request of the Executive, promptly advance or pay any amount for costs or expenses (including, without limitation, the reasonable legal fees and expenses of counsel retained by the Executive) incurred by the Executive in connection with any such action, suit or proceeding. The Company shall not indemnify the Executive against any actions that would be deemed illegal or contrary to the general indemnification provisions of the Nevada Corporations Code.

10. NOTICES. All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the “Business Day” (defined as a day on which the New York Stock Exchange is open) of such delivery (as evidenced by the receipt of the personal delivery service); (ii) if mailed certified or registered mail return receipt requested, four (4) Business Days after being mailed; (iii) if delivered by overnight courier (with all charges having been prepaid), on the Business Day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing); or (iv) if delivered by facsimile or e-mail transmission, on the Business Day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding Business Day (as evidenced by the printed confirmation of delivery generated by the sending party's telecopier machine or e-mail log). If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address of which no notice was given (in accordance with this Section 10), or the refusal to accept same, the notice, demand, consent, request, instruction or other communication shall be deemed received on the second (2^nd) Business Day the notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests, instructions and other communications will be sent to the following addresses or facsimile numbers as applicable:

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If to the Executive:

Marcus Frasier

216 S. Centre Avenue

Leesport, PA, 19533

If to the Company:

Idle Media, Inc.

216 S. Centre Avenue

Leesport, PA, 19533

Attention: Chief Financial Officer

or to such other address as a party may have furnished to the other parties in writing in accordance herewith. Any notice, consent, direction, approval, instruction, request or other communication given in accordance with this Section 10 shall be effective after it is received by the intended recipient.

11. GENERAL PROVISIONS.

(a) Benefit of Agreement and Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective executors, administrators, successors and permitted assigns; provided, however, that the Executive may not assign any of his rights or duties hereunder except upon the prior written consent of the Company. This Agreement shall be binding on any successor to the Company whether by merger, consolidation, acquisition of all or substantially all of the Company's stock, assets or business or otherwise, as fully as if such successor were a signatory hereto, and the Company shall cause such successor to, and such successor shall, expressly assume the Company's obligations hereunder. The term "Company" as used in this Agreement shall include all such successors. Except as expressly permitted by Section 11(a), nothing herein is intended to or shall be construed to confer upon or give any person, other than the parties hereto, any rights, privileges or remedies under or by reason of this Agreement.

(b) Governing Law; Jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE, WITHOUT REGARD OR REFERENCE TO ITS PRINCIPLES OF CONFLICTS OF LAWS. THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED WITHOUT REGARD TO ANY PRESUMPTION AGAINST THE PARTY CAUSING THIS AGREEMENT TO BE DRAFTED. EACH OF THE PARTIES UNCONDITIONALLY AND IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEVADA WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH OF THE PARTIES UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY RIGHT TO CONTEST THE VENUE OF SAID COURTS OR TO CLAIM THAT SAID COURTS CONSTITUTE AN INCONVENIENT FORUM. EACH OF THE PARTIES UNCONDITIONALLY AND IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

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(c) Severability. Each term and provision of this Agreement is severable; the invalidity, illegality or unenforceability or modification of any term or provision of this Agreement shall not affect the validity, legality and enforceability of the other terms and provisions of this Agreement, which shall remain in full force and effect. Since it is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought, should any particular provision of this Agreement be deemed invalid, illegal or unenforceable, the same shall be deemed reformed and amended to delete that portion that is adjudicated to be invalid, illegal or unenforceable and the deletion shall apply only with respect to the operation of such provision and to the extent of such provision and, to the extent that a provision of this Agreement would be deemed unenforceable by virtue of its scope, but may be made enforceable by limitation thereon, each party agrees that this Agreement shall be reformed and amended so that the same shall be enforceable to the fullest extent permissible under the laws and public policies applied in the jurisdiction in which enforcement is sought.

(d) Entire Agreement. This Agreement contains the entire understanding and agreement of the parties, and supersedes any and all other prior and/or contemporaneous understandings and agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, all of which are merged herein. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by either party, or anyone acting on behalf of either party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding.

(e) Amendments; Waiver. This Agreement may be modified, amended or waived only by an instrument in writing signed by the Company and the Executive. No waiver of any provision hereof shall be valid unless made in writing and signed by the party making the waiver. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.

(f) Attorneys' Fees. Should any party hereto institute any action or proceeding at law or in equity, or in connection with any arbitration, to enforce any provision of this Agreement, including an action for declaratory relief, or for damages by reason of an alleged breach of any provision of this Agreement, or otherwise in connection with this Agreement, or any provision hereof, the prevailing party shall be entitled to recover from the losing party or parties reasonable attorneys' fees and expenses for services rendered to the prevailing party in such action or proceeding.

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(g) Headings; Counterparts. The headings contained in this Agreement are inserted for reference purposes only and shall not in any way affect the meaning, construction or interpretation of this Agreement. This Agreement may be executed in two (2) counterparts, each of which, when executed, shall be deemed to be an original, but both of which, when taken together, shall constitute one (1) and the same document.

(h) Further Assurances. The Executive shall execute and/or cause to be delivered to the Company such instruments and other documents, and shall take such other actions, as the Company may reasonably request at any time for the purpose of carrying out or evidencing any of the provisions of this Agreement.

(i) Right to Legal Representation. The Executive represents and warrants that the Executive has read this Agreement and the Executive understands connection with the negotiation and execution of this Agreement and that the Executive has either retained and has been represented by such legal counsel or has knowingly and voluntarily waived his right to such legal counsel and desires to enter into this Agreement without the benefit of independent legal representation.

(j) Affirmations of the Executive. By the Executive’s signature below, the Executive represents to and agrees with the Company that the Executive hereby accepts this Agreement subject to all of the terms and provisions hereof. The Executive has reviewed this Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all of the provisions of this Agreement.

IN WITNESS WHEREOF, each of the Company and the Executive has executed this Agreement as of the Effective Date hereof.

IDLE MEDIA, INC.

By:_________________________________

Name:

Title: Chief Financial Officer

EXECUTIVE

By:____________________________________

Name: Marcus Frasier

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Exhibit 10.4

EXECUTIVE EMPLOYMENT AGREEMENT

R E C I T A L S

WHEREAS, the Company is a Nevada corporation having its principal office at 216 S. Centre Avenue, Leesport, PA, 19533; and

WHEREAS, the Executive is an individual having a principal residence at in the State of Pennsylvania; and

WHEREAS, the Company desires to continue to employ Executive and Executive desires to continue to be employed by the Company as the Company’s [Title].

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and conditions herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree as follows:

A G R E E M E N T

1. Employment and Term. The Company hereby agrees to employ Executive and Executive hereby accepts employment by the Company on the terms and conditions herein set forth. Executive’s term of employment by the Company under this Agreement (the “Term”) shall commence on the Date of this Agreement and shall terminate on the day immediately following the anniversary hereof; provided, however, that the Term may thereafter be extended for additional one-year periods upon the mutual agreement of the parties. The definition of “Term” shall include any extensions pursuant to this Agreement. Notwithstanding the foregoing, Executive’s employment may be earlier terminated in accordance with the provisions of Section 5 below.

2. Position, Duties and Responsibilities; Location.

2.1 Position and Duties. Executive shall be employed as Executive Vice-President of Music of the Company and Executive shall report to the Chief Executive Officer and the Board of Directors of the Company. The Executive shall have such duties, powers and responsibilities as are customarily assigned to a like executive of a similarly situated company. In addition, Executive shall have such other duties and responsibilities, consistent with his position as the Board of Directors of the Company (the “Board”) may reasonably assign him.

2.2 Exclusive Services and Efforts. During the Term, Executive agrees to devote 100% of his efforts, energies, time, skill and attention to the discharge of the duties and responsibilities to the business and affairs of the Company. It is expressly understood and agreed that, during the Term, Executive will not be employed by, render services to, or represent, any other person, firm or company engaged in a business of a similar nature or in competition with the Company. Executive also agrees that he shall not take personal advantage of any business opportunities which arise during his employment, without the prior written consent of the Company, which consent may be withheld for any reason. Notwithstanding the foregoing, Executive shall be entitled to engage in (a) service on the board of directors of not-for-profit organizations, (b) other charitable activities and community affairs; and (c) management of his personal and family investments and affairs, in each case to the extent such activities do not either individually or in the aggregate, materially interfere with the performance of his duties and responsibilities to the Company.

2.3 Compliance with Policies. Executive shall be subject to the Bylaws, policies, codes of conduct, practices, procedures and rules of the Company.

2.4 Location. Executive’s principal places of business will be at 216 S. Centre Avenue, Leesport, PA, 19533. Executive shall be present at the Company’s principal place of business at least three (3) days per week (two (2) days per week in any week in which a holiday falls) and may work up to two (2) days per week from his home.

3. Compensation.

3.1 Base Salary. During the Term, the Company hereby agrees to pay to Executive an annualized base salary of Two Hundred Thousand Dollars ($200,000) (the “Salary”), subject to all applicable federal, state and local income and employment taxes and other required or elected withholdings and deductions, payable in equal installments on the Company’s regularly-scheduled paydays as it is earned. Executive’s Salary will be reviewed from time to time by the Board and may be increased based upon such factors as the Board may deem relevant.

3.2 Bonuses. On an annual basis, the Board may grant Executive cash or equity bonuses in amounts to be determined by the Board should the Board, in its sole discretion, deem the same appropriate in light of Executive’s performance or the Company or the Parent’s financial performance; provided, however, that the failure of the Board to award any such bonus shall not give rise to any claim against the Company.

3.3 Long-Term Incentive Compensation. Executive shall be entitled to participate in such equity incentive plans of the Company to the extent that other senior executives of the Parent participate in such equity incentive plans. The grant of any equity incentive awards shall be at the discretion of the Board of Directors.

4. Employee Benefits; Etc.

4.1 Participation in Benefit Plans. During the Term, Executive shall be entitled to participate in all such health, 401k, group insurance, welfare, pension, vacation, sick-leave, long-term disability and other employee benefit plans, programs and arrangements as are made generally available from time to time to senior executives of the Parent (which shall include all customary health, life insurance and disability plans), such participation in each case to be on terms and conditions no less favorable to Executive than to other senior executives of the Company generally. Executive’s rights and entitlements with respect to any benefits shall be subject to the provisions of the relevant plans, contracts or policies providing such benefits. Nothing contained herein shall be deemed to impose any obligation on the Company to maintain or adopt any such plans, policies or contracts or to limit the Company’s right to modify or eliminate such plans, policies or contracts in its sole discretion.

4.2 Vacation. During the Term, Executive shall be entitled to four (4) weeks paid vacation per calendar year in accordance with, and subject to, the Company’s vacation policy, as it may change from time to time, with the timing of any such vacation to be agreed upon.

4.3 Expenses. The Company shall reimburse Executive for all necessary and reasonable out-of-pocket travel and other business expenses incurred by Executive, which relate to Executive’s duties hereunder, in accordance with the Company’s relevant policies in effect from time to time. In addition, the Executive shall be granted a monthly car expense allowance of $500 per month while he is employed by the Company hereunder.

5. Termination.

(a) General. The Board may terminate Executive’s employment for any reason or no reason, and Executive may terminate his employment for any reason or no reason, in either case subject to the terms of this Agreement. The date on which the Company or the Executive delivers notice of termination to the other party shall be referred to herein as the “Termination Date”). In the event of the termination (i) by Executive of his employment hereunder; (ii) for disability; or (iii) in the event Executive’s employment is terminated by the Board for Cause, he shall promptly resign from any position he then holds that is affiliated with the Company or that he was holding at the Company’s request. For purposes of this Agreement, “Cause” shall mean any of the following which is not cured within 30 days after written notice to the Executive from the Board: (i) deliberate failure to devote substantially all of Executive’s business time and best efforts to his duties, except as otherwise provided herein; (ii) Executive is indicted for a felony involving moral turpitude; (iii) in carrying out his duties hereunder, Executive engages in conduct that constitutes gross misconduct, or gross neglect and that, in either case, results in material economic or reputational harm to the Company or its future business prospects or which otherwise materially impairs Executive’s ability to effectively carry out his duties hereunder; (iv) Executive’s material violation of this Agreement or any material Company policy; or (v) Executive refuses to perform, or repeatedly fails to undertake good faith efforts to perform, the duties or responsibilities on behalf of the Company reasonably assigned to him (consistent with Section 2).

5.2 Termination by the Company Without Cause. In the event that Executive’s employment is terminated by the Company without Cause, Executive shall be entitled to receive, on the Termination Date, all accrued but unpaid expenses plus a lump sum payment in an amount equal to the lesser of (i) six month’s salary; or (ii) any unpaid salary through the end of the Term of this Agreement.

5.3 Death or Disability. Executive’s employment shall terminate in the event of his death or disability. In the event that Executive’s employment hereunder is terminated due to his death or disability, the Term shall expire on the date of death or disability and he and/or his estate or beneficiaries (as the case may be) shall be entitled to receive all accrued but unpaid expenses.

5.4 Termination by the Company for Cause, by Executive or Nonrenewal of Term by Executive or the Company. In the event that Executive’s employment hereunder is terminated by the Company for Cause, by Executive for any reason or if Executive or the Company elects not to renew or extend the Term, the Term shall expire as of the Termination Date and the Executive shall be entitled to receive all accrued but unpaid expenses.

5.5 Termination of the Executive on Change of Control. If the Executive's employment with the Company shall be terminated by the Company or by the Executive in connection with a Major Event, then the Company shall pay the Executive all accrued but unpaid expenses plus a lump sum payment in an amount equal to the lesser of (i) six month’s salary; or (ii) any unpaid salary through the end of the Term of this Agreement. For purposes of this Section 5.5, a “Major Event” shall be deemed to have occurred if (i) there shall be consummated any consolidation or merger of the Company in which the Company is not the continuing or surviving company or pursuant to which shares of the Company's common stock would be converted into cash, securities or other property, other than a merger of the Company, in which the holders of the Company's common stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving company immediately after the merger; (ii) there shall be consummated any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company; (iii) proceedings or actions for the liquidation or dissolution of the Company are initiated by the Company; or (iv) any "Person" (as defined in Sections 13(d) and 14(d) of the Exchange Act) (other than the Executive or persons who beneficially own more than twenty-five percent (25.0%) of the capital stock of the Company on a fully diluted and as- converted basis outstanding as of the date hereof) becomes the "Beneficial Owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), directly or indirectly, of 50% or more of the Company's outstanding capital stock on a fully diluted and as-converted basis at such time; provided, however, that a Major Event shall not be deemed to have occurred solely by reason of the consummation of a firmly underwritten public offering, private placement or other financing in which the Company’s securities are acquired for cash consideration.

6. Other Tax Matters. The Company shall withhold all applicable federal, state and local taxes, social security and workers’ compensation contributions and other amounts as may be required by law with respect to compensation payable to Executive pursuant to this Agreement.

7. Confidentiality. Other than in the ordinary course of his duties for the Company, unless he obtains the prior written consent of the Company, Executive shall at all times keep confidential and shall refrain from using, disclosing, disseminating, publishing, or causing to be used, disclosed, disseminated or published, for the benefit of himself, or any person or entity other than the Company, any Confidential Information (unless such Confidential Information is readily ascertainable from public or published information or trade sources or has otherwise been made available to the public through no fault of his own) until the same ceases to be material (or becomes so ascertainable or available); provided, however, that nothing in this Section 7 shall prevent Executive, with or without the Company’s consent, from participating in or disclosing Confidential Information in connection with (i) any judicial or administrative investigation, inquiry or proceeding pursuant to which Executive is required by law or by a court, government agency or legislative body to divulge, disclose or make accessible such information, in which case Executive shall provide the Company with prompt written notice or (ii) the Company’s public reporting requirements to the extent that such participation or disclosure is required under applicable law. “Confidential Information” means (A) confidential or proprietary information or trade secrets of or relating to the Company or any of its subsidiaries or affiliates (collectively, the “Company Group”) including, without limitation, intellectual property in the form of patents, trademarks and copyrights and applications thereof, ideas, inventions, works discoveries, improvements, information, documents, formulae, practices, processes, methods, developments, source code, modifications, technology, techniques, data, programs, other know-how or materials, in each case, that are confidential and/or proprietary and owned, developed or possessed by the Company Group, whether in tangible or intangible form or (B) confidential or proprietary information with respect to the Company Group’s operations, processes, products, inventions, business practices, strategies, business plans, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, prospects and compensation paid to employees or other terms of employment.

8. Non-Disparagement. During and after the Term, Executive and Company Group each agree not to make, publish or communicate to any person or entity or in any public forum (including, without limitation, on the internet, to the media, via published material, to analysts or in comparable forums) any comments or statements (written or oral) that criticize, denigrate or disparage, or are detrimental to, the reputation or stature of any member of the Company Group or the Executive, respectively, or their businesses, or any of their respective affiliates, officers, directors, employees or agents; provided, however, that nothing in this Agreement shall restrict Executive or the Company Group from making truthful statements (a) when required by law, subpoena, court order or the like; (b) when requested by a governmental, regulatory, or similar body or entity; (c) in confidence to a professional advisor for the purpose of securing professional advice; (d) in the course of performing his duties during the Term; (e) from rebutting any statement made or written about him or it; or (f) from making normal competitive statements about the business or products of any member of the Company Group.

9. Non-Competition. During the Term and for a period of one year following the Termination Date, Executive shall not, directly or indirectly, engage in a business (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor have any ownership interest in or participate in the financing, operation, management or control of, any person, firm, corporation or business (all of which are referred to as “Involvement”) that is a Competing Business (as hereinafter defined). Notwithstanding the foregoing, Executive shall not be deemed to have breached this Section by owning less than 5% of any class of securities of any entity so long as Executive does not engage directly or indirectly in the operation, management or control of such entity. “Competing Business” means a business or entity that engages in the same or similar business to that of the Company Group.

10. Non-Solicitation. During the Term and for a period of one year following the Termination Date, Executive shall neither, directly nor indirectly, solicit, induce, attempt to hire, recruit, or cause, any person who is, or was during the most recent one-year period, an employee of a member of the Company Group to leave his employment with such member of the Company Group. Further, during the Term and for a period of one (1) year following the Termination Date, Executive shall neither, directly or indirectly, induce or attempt to induce any customer, client, supplier, licensee or other business relationship of the Company Group to cease doing or reduce their business with the Company Group, or in any way interfere with the relationship between the Company Group and any customer, client, supplier, licensee or other business relationship of any member of the Company Group.

11. Notices. Except as otherwise specifically provided herein, any notice, consent, demand or other communication to be given under or in connection with this Agreement shall be in writing and shall be deemed duly given when delivered personally, when transmitted by facsimile transmission, one (1) day after being deposited with Federal Express or other nationally recognized overnight delivery service or three (3) days after being mailed by first class mail, charges or postage prepaid, properly addressed, if to the Company, at its principal office, if to the Parent, at its principal office, and, if to Executive, at his last address on file with the Company. Any party may change such address from time to time by notice to the others.

12. Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Pennsylvania, exclusive of any choice of law rules.

13. Arbitration. To ensure the timely and economical resolution of disputes that may arise in connection with Executive’s employment with the Company, Executive, the Company and the Parent each agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement, Executive’s employment, or the termination of Executive’s employment, including but not limited to statutory, contractual and other claims, other than a dispute relating to the restrictions in Sections 7, 8, 9 and 10 in which the exclusive relief sought is an equitable remedy such as an injunction, shall be resolved to the fullest extent permitted by law by final, binding and confidential arbitration, by a single arbitrator, in Pennsylvania, conducted by JAMS, Inc. (“JAMS”).

14. Amendments; Waivers. This Agreement may not be modified or amended or terminated except by an instrument in writing, signed by Executive and a duly-authorized officer of the Company. By an instrument in writing similarly executed, either party may waive compliance by the other party with any provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure.

15. Assignment. Except as otherwise specifically provided herein, this Agreement, and Executive’s rights and obligations hereunder, may not be assigned by Executive or the Company and any attempt to do so shall be null and void. The Company may assign its rights, together with its obligations, hereunder in connection with any sale, transfer or other disposition of all or substantially all of its business or assets of the Company; in any event the rights and obligations of the Company hereunder shall be binding on its successors or assigns, whether by merger, consolidation or acquisition of all or substantially all of its business or assets. This Agreement shall inure to the benefit of, and be binding upon, Executive and his executors, administrators, heirs and legal representatives.

16. Headings. The headings of the Sections and sub-sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

17. Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law but the invalidity or unenforceability of any provision or portion of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision or portion of any provision, in any other jurisdiction. Moreover, if any of the provisions contained in this Agreement are determined by a court of competent jurisdiction to be excessively broad as to duration, activity, geographic application or subject, it shall be construed, by limiting or reducing it to the extent legally permitted, so as to be enforceable to the extent compatible with then applicable law.

18. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument. Signatures delivered by facsimile or e-mail (as a .pdf, .tif or similar un-editable attachment) shall be effective for all purposes.

19. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes all prior or contemporaneous negotiations, correspondence, understandings and agreements between the parties regarding the subject matter of this Agreement.

IN WITNESS WHEREOF, this Agreement has been duly executed by or on behalf of the parties hereto as of the date first above written.

IDLE MEDIA, INC.

By:___________________________________

Name: Marcus Frasier

Title: CEO

EXECUTIVE

By:___________________________________

Name: Kyle Reilly

Idle Media (CE) (USOTC:IDLM)
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