1.

CKX is guaranteeing and paying to RSE the sum of $30M (the “Guarantee”), as more fully discussed in paragraphs 6 and 7 below.

2.

The Guarantee represents payment for the right to the services and Network Exclusivity (as defined below) for Ryan’s services on AI 9, 10 and 11 (collectively, the “AI Seasons”) and for the calendar years 2010, 2011, 2012 and the remainder of 2009 (the AI Seasons and calendar years are collectively referred to as the “Term”). [redacted]

3.

RSE hereby commits that Ryan shall render his hosting services for the AI Seasons, consistent with his prior services as a host of AI. As set forth in paragraph 9 below, there is no existing obligation of any nature which would prevent RSE from entering into this Agreement or from it or Ryan performing any of the services set forth herein and that neither it nor Ryan shall, during the Term, enter into any agreement which could reasonably be interpreted as restricting or frustrating RSE’s or Ryan’s ability to fully perform its or his obligations as set forth herein. Furthermore, RSE hereby represents and warrants that it has the exclusive rights to utilize or loan-out the services of Ryan necessary to effectuate the terms hereof.

4.

[redacted]

5.

If AI is not picked up for one or more of the AI Seasons, or Ryan and CKX mutually agree for Ryan not to host AI, as discussed above, Ryan is still due the entire Guarantee and CKX is entitled to Ryan’s network exclusivity for that broadcast and/or calendar year and any remaining years of the Term.  In such case, CKX and Ryan will endeavor in good faith to find a network primetime show to produce together (CKX and Ryan will mutually approve the production company; CKX and Ryan Seacrest Productions are hereby pre-approved), as well as for Ryan to host (the “New Show”) although the parties understand that failure to identify and/or agree upon a New Show will have no consequence to either party. For the sake of clarity, the parties hereby agree and confirm that CKX cannot compel Ryan to appear in any show (including a New Show) other than AI and, subject to the permitted exceptions set forth in paragraph 16, below , Ryan, during the Term, will not appear on any network primetime show other than AI, absent the prior approval and agreement of CKX.

6.

The Guarantee will be inclusive of any sums agreed to be paid Ryan, RSE or any affiliate of Ryan or RSE by Fremantle, FBC or any third party with respect to AI. References to the amount of remuneration or compensation paid by a third party for Ryan’s or RSE’s services shall refer to the gross amount before any withholding or deductions there from for taxes or otherwise. To the extent that Ryan or RSE receives any compensation (other than guild mandated residuals), in any form, from any third party with respect to Ryan’s services on AI during the Term, Ryan or RSE, as the case may be, shall immediately remit such funds to CKX. The Guarantee is the minimum amount that RSE shall be paid for Ryan’s services/network exclusivity as set forth herein. CKX shall negotiate in good faith with FBC and/or Fremantle for the largest possible service fee in connection with AI and shall remit to RSE any remuneration received for providing Ryan’s services in excess of 150% of the Guarantee. To the extent that, in