Abstract: A system for managing, distributing and using of electronic content. The system includes an encoding/encryption appliance for receiving content and creating protected content, a distribution appliance for defining one or more grants, a consumption appliance for exercising the one or more grants to transform the protected content into exercisable content, and a licensing appliance to coordinate passage of the electronic content from the encoding/encryption appliance to the distribution appliance to the consumption appliance in a distributed computing environment.