THIS CONFIRMATION AGREEMENT, dated as of March 13, 2001, is entered into by and among PL
Brands, Inc., a Delaware corporation ("PL Brands"), Oth.Net, Inc., a Florida corporation ("Oth.net"), and
Christopher Pearson, formerly d/b/a Oth.net, a Florida sole proprietorship ("Pearson").
WHEREAS, Pearson operated a business commonly known as "Oth.net" which developed and exploited an
internet-based search engine for music and other content, as well as other proprietary technology and intellectual
property (collectively, the "Technology").
WHEREAS, on May 9, 2000, Pearson, Oth.net and PL Brands entered into a Purchase Agreement (the
"Purchase Agreement"), which Purchase Agreement and other documents entered into ("Other Transaction
Documents"), to effectuate the transactions which are the subject of the Purchase Agreement (collectively, the
"Transaction"), contain certain ambiguities, typographical errors and the like.
WHEREAS, the parties desire to confirm the material terms of the Transaction and clarify certain ambiguities and
errors in the Purchase Agreement and Other Transaction Documents.
NOW, THEREFORE, in consideration of the foregoing, other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and the mutual covenants and agreements contained in the
Purchase Agreement and the Other Transaction Documents, the parties hereby agree as follows:
1. The consummation and closing ("Closing") of the Transaction, as provided for in the Purchase Agreement,
occurred on June 30, 2000 (the "Closing Date").
2. All conditions to the Closing were satisfied or waived by the appropriate parties on or prior to the Closing
3. By that certain Bill of Sale, dated June 30, 2000 (attached hereto as Exhibit A, and referred to herein as the
"Pearson Bill of Sale"), Pearson transferred to Oth.net all of the assets and property, tangible, intangible, real and
intellectual, related to the "Oth.net" business and operations, incl