INTELLECTUAL PROPERTY AND TECHNOLOGY LICENSE AGREEMENT

Exhibit 10.9

INTELLECTUAL PROPERTY AND TECHNOLOGY LICENSE AGREEMENT

This Intellectual Property and Technology License Agreement (the “Agreement”) is made as of June 30, 2010 (the “Effective Date”) by and between Jay T. Schwartz, George Brumder, and Julie Chase (collectively, the “Licensor”) and Audience Productions, Inc. (the “Licensee”) for the use of the intellectual property and technology described in Exhibit A (collectively, the “IP”).

WHEREAS, Licensor is the copyright holder and owner of all proprietary interest in the IP that is the subject of this Agreement;

AND WHEREAS, Licensor wishes to permit Licensee to license the IP in the course of Licensee’s business, under the terms set forth in this Agreement;

NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the parties agree as follows:

License Grant. Licensor hereby grants to Licensee, for one hundred dollars ($100), a nonexclusive, nontransferable, royalty free license to commercially utilize the IP in the course of its business until the earlier of (i) the sale or liquidation of Licensee, (ii) the redemption of Licensee’s Series A Preferred Shares, or (iii) two (2) years from the Effective Date, unless an extension of this Agreement is mutually agreed to between the parties (the “License Period”).

Licensor represents and warrants that, to Licensor’s knowledge, (i) the IP is free from any defects in the media on which it is delivered; and (ii) the IP is free from any virus, trojan horse, backdoor, worm, harmful code, or other program routine designed to erase or otherwise harm Licensee’s data; and (iii) Licensor either owns or has all necessary rights in and to the IP and Licensor is not aware of any actual or threatened third party actions or claims with respect to the IP.

Licensee shall, at its own expense, hold harmless, indemnify, and defend Licensor from and against all third party claims, demands, damages, liabilities and expenses (including attorneys’ fees), arising out of, or in connection with, a claim that the IP violates or infringes any proprietary right, including without limitation, copyright, patent, trade name or trademark, or misappropriates a trade secret, of any third party.

TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES FOR ANY CLAIM ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION EVEN IF LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This Agreement contains all the agreements and understandings between the parties with respect to the subject matter hereof. No agreement or other understanding in any way modifying the terms hereof will be binding unless made in writing as a modification or amendment to this Agreement and executed by both parties. If any provision of this Agreement is deemed invalid or unenforceable, the other provisions herein shall remain in full force and effect and shall be liberally construed in order to effectuate the purpose and intent of this Agreement. The waiver of any breach of any provision of this Agreement shall only be effective if in writing. No such waiver shall operate or be construed as a waiver of any subsequent breach. This Agreement shall be governed by and construed under the laws of the State of Washington, without giving effect to its choice of law rules.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first written above.

Exhibit A

Description of IP