Further Actions. Each Party agrees to execute, acknowledge and deliver such further instruments, and to do all other acts, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement.

[[Person V:Person]]cutive Vice President, General Counsel and Secretary of Viacom (“Fricklas”), may resign from his employment with Viacom by written notice to Viacom no more than thirty (30) days after the date on which neither Dauman nor Dooley serve as Chief Executive Officer of Viacom. Such notice shall reference this Section 6, not be subject to cure and have an effective date not less than thirty (30) business days after the date the notice is given, upon which date the noticed resignation shall become effective. Such resignation shall be deemed and for all purposes be treated as termination for “Good Reason” within the meaning of his employment agreement with and all other plans and arrangements of Viacom. Fricklas shall be a third party beneficiary of this Section 6, entitled to rely on and enforce against Viacom the rights intended to be conferred on him hereby. Except as set forth in this Section 6, Viacom’s and Fricklas’ rights and obligations under his employment agreement and other arrangements with Viacom (e.g. the Viacom pension plan and the Viacom 401(k) plan) shall remain unchanged, including without limitation Viacom’s right to terminate Fricklas at any time on the terms set forth in his employment agreement; provided, that the existence of “Cause” under Fricklas’ employment agreement shall not be claimed in respect of the matters addressed in this Settlement.

Court Actions. Nothing contained in this Agreement shall deny either party the right to seek injunctive or other equitable relief from a court of competent jurisdiction in the context of a bona fide emergency or prospective irreparable harm, and such an action may be filed and maintained notwithstanding any ongoing discussions between the parties or any ongoing arbitration proceeding. In addition, either party may bring an action in any court of competent jurisdiction to resolve disputes pertaining to the validity, construction, scope, enforceability, infringement or other violations of patent rights or other intellectual property rights, and no such claim shall be subject to arbitration pursuant to Section 10.2.

Derivative Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Claim by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was an Agent of the Company, or by reason of anything done or not done by him or her in any such capacity, the Company shall indemnify the Indemnitee against any amounts paid in settlement of any such Claim and all Expenses actually and reasonably incurred by him or her in connection with investigating, attempting to amicably resolve, prepraring for, defending, settling or appealing such Claim if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction due to willful misconduct or gross negligence in the performance of his or her duty to the Company, unless and only to the extent that the court in which such proceeding was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts the court may deem proper.

Regulatory Actions. The Parties hereby agree to cooperate with each other and take such actions as are reasonably required to effect the voluntary dismissal of all FCC Applications and all notices or filings under the HSR Act or with the SEC. Marigold and Montage each hereby agree to reimburse the other as soon as practicable following the execution of this Agreement to the extent either Party has paid more than one-half (1/2) of any filing fees incurred in connection with the FCC Applications or the filing fees paid under the HSR Act in connection with the Merger Agreement.

Actions Conclusive. The Committee shall have complete discretion in carrying out its powers and responsibilities under the Plan, and its exercise of discretion hereunder shall be final and conclusive.

The undersigned, being the directors of MAX SOUND CORPORATION, a corporation of the State of Delaware ("Corporation”, “Employer” or “Company”), does hereby authorize and approve the actions set forth in the following resolutions without the formality of convening a meeting, and does hereby consent to the following action of this Corporation, which actions are hereby deemed effective as of the date hereof:

Termination Without Cause. If Employee’s employment with the Company is terminated without Cause, the Company shall upon termination of Employee’s employment, provide Employee with the greater of # Annual Base Salary (paid in a lump sum or through regular payroll at the Company’s discretion) for the remainder of the four (4) year period specified in paragraph 1 above; or # the Severance Benefits (as defined in the Severance Plan), if any, due to Employee pursuant to the terms of the Bassett Furniture Industries, Inc. Severance Program for Officers and Management Employees (the “Severance Plan”). For purposes of determining Severance Benefits under the Severance Plan, Employee’s job classification shall be Senior Vice President.

Regulatory Enforcement Actions. The Company, the Bank and its other Subsidiaries are in compliance in all material respects with all laws administered by and regulations of any Governmental Agency applicable to it or to them, except where the failure to comply would not have a Material Adverse Effect. None of the Company, the Bank, the Company’s or the Bank’s Subsidiaries nor any of their officers or directors is now operating under any restrictions, written agreements, memoranda, commitment letter, supervisory letter or similar regulatory correspondence, or other commitments (other than restrictions of general application) imposed by any Governmental Agency, nor are, to the Company’s knowledge, # any such restrictions threatened, # any agreements, memoranda or commitments being sought by any Governmental Agency, or # any legal or regulatory violations previously identified by, or penalties or other remedial action previously imposed by, any Governmental Agency remains unresolved.

Actions Affecting Property. Trustor shall appear in and contest any action or proceeding purporting to adversely affect the Property or the rights or powers of Beneficiary or Trustee hereunder, and shall pay all costs and expenses, including cost of evidence of title and reasonable attorneys’ fees, in any such action or proceeding in which Beneficiary or Trustee may appear. Should Trustor fail to make any payment or do any act as and in the manner provided in any of the Credit Documents, Beneficiary and/or Trustee, each in their own discretion, without obligation to do so and after written notice to or demand upon Trustor and without releasing Trustor from any obligation, may make or do the same in such manner and to such extent as either may deem necessary in their reasonable judgment to protect their respective interest in and to the Property. Trustor shall, immediately upon demand therefor by Beneficiary or Trustee, pay all costs and expenses incurred by Beneficiary or Trustee in connection with the exercise by Beneficiary or Trustee of the foregoing rights, including without limitation costs of evidence of title, court costs, appraisals, surveys and reasonable attorneys’ fees.