0001193125-06-120379 Sample Contracts

JOINT FILING AGREEMENT dated May 26, 2006 Re: Joint Filing of Schedule 13D
Joint Filing Agreement • May 26th, 2006 • Baker Christopher P • Hotels & motels

This will confirm the agreement by and among all the undersigned that the Amendment No. 2 to the Schedule 13D filed on or about this date with respect to the beneficial ownership of the undersigned of Common Stock, par value $0.0015 per share, of Earthworks Entertainment, Inc. is being, and any and all further amendments to the Schedule 13D may be, filed on behalf of each of the undersigned.

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EARTHWORKS ENTERTAINMENT, INC. Agreement Regarding and Amendment to Convertible Promissory Note May , 2006
Convertible Promissory • May 26th, 2006 • Baker Christopher P • Hotels & motels • Massachusetts

WHEREAS, Earthworks Entertainment, Inc., a Delaware corporation (the “Company”), and (the “Lender”), wish to amend the terms of the Senior Secured Promissory Note (the “Note”), issued on , as amended, issued by the Company for the benefit of the Lender in the amount of $ .

EARTHWORKS ENTERTAINMENT, INC. Amendment to Warrant May , 2006
Warrant • May 26th, 2006 • Baker Christopher P • Hotels & motels • Delaware

WHEREAS, Earthworks Entertainment, Inc., a Delaware corporation (the “Company”), and (the “Lender”), wish to amend the terms of the Warrant to Purchase Shares of Stock (the “Warrant”), issued on .

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