ARTIST AND RECORD COMPANY MULTIPLE RIGHTS AGREEMENT

The following shall constitute an agreement ("Agreement") dated the ____ day
of _______________, 20___ between __________________ ("Company") and
___________________ p/k/a _____________ (“Artist") with respect to Artist exclusively
rendering Artist’s entertainment services (“Entertainment Services”) for Company,
during the term ("Term") of this Agreement.

1. ENGAGEMENT: Company hereby engages Artist to render such exclusive

Entertainment Services and Artist hereby accepts such engagement and agrees to
render such services exclusively in the Territory, to Company during the Term of this
Agreement.

2. TERM AND OPTIONS: The term of this Agreement shall commence as of the date
hereof and shall continue for eighteen months (18) months ("Initial Period"). Artist
hereby irrevocably grants to Company the option to extend this Agreement upon the
same terms and conditions of the Initial Period for three (2) further consecutive renewal
periods of eighteen (18) months ("Option Period”) (the Initial Period or Option Period
may be referred to generally as a "Contract Period"). Each Option Period shall be
exercised automatically, unless Company gives written notice to Artist within thirty (30)
days prior to the date that the Contract Period would otherwise expire, that Company
does not intend on exercising its right to extend this Agreement under the respective
Option Company agrees to release in the United States ("Domestic Territory") an LP
Album recorded by Artist hereunder for sale ("Release") during a respective Contract
Period ("Release Deadline"), If the end of the Release Deadline occurs between
October and December 31, then the Release Deadline for the Domestic Territory shall
be extended to the end of March of the following year. Company will release Audio
Products for sale in both a Digital Format and physical format (i.e., compact discs).
Release in either format shall constitute a Release for purposes of this paragraph. If
Company fails to Release any such Album in the Domestic Territory as set forth herein,
Company is precluded from exercising its rights under this Agreement for any
subsequent Contract Period ("Guaranteed Release"), and this Agreement will be
considered terminated at the end as of the last day of the applicable Release Deadline.

3. SERVICES: Company is hereby engaged to provide various services within the

furtherance of Artist’s career in the music industry as set forth in this Agreement.

RECORDING SERVICES

4. RECORDING REQUIREMENTS: During the Initial Period and any subsequent

Option Periods, Company agrees to pay for the production and release of a long
playing album formatted master recording comprised of no less than twelve (12)
Masters for a total of twelve (12) recorded songs, embodying Compositions not
heretofore recorded by Artist ("Album") and consistent with the style and manner of the
masters previously recorded by Artist. In addition to the recording of the required Album

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during the Initial Term or any Option Period, upon Company’s request to do so, Artist
agrees to record up to a maximum of ten (10) additional Masters (“Additional Masters”),
at various times throughout a Contract Period for release as an Audio Product at
various times throughout the Term, including as a single (“Single”) or extended play
album (“EP”). There is no requirement that the Additional Masters be released or
included on an LP album format. Company shall pay for the Recording Costs in
association with the Additional Masters in accordance with the terms of this Agreement.
Artist’s Royalty shall be same as for all other Audio Products recorded under the
respective Contract Period.

5. RECORD PRODUCTION AND EXPENSES:

a. Prior to the beginning of any recording session ("Recording Session") Artist

and Company shall consult regarding the elements and process necessary to record
Masters during a Contract Period. Artist and Company shall consult regarding the
Compositions to be recorded, the producers and studio to be used for the Recording
Sessions, the amount of money to be spent on recording the Masters ("Recording
Budget") and the dates and times to record the Masters ("Pre-Production Process").
Company shall have the right and opportunity to have a representative attend each
Recording Session and each Master shall be subject to Company's approval as
technically satisfactory for the sale of Audio Products. The time for completion of the
Pre-Production Process and Recording Sessions for any Masters recorded hereunder
("Album Recording Process") shall be by mutual agreement. Artist agree to use their
best efforts to complete the Album Recording Process, under this Agreement in a
consecutive three (3) month period the beginning of which shall be mutually agreed by
the parties and subject to Artist’s touring schedule. For purposes of clarification, the
Album Recording Process shall consist of the process of recording master quality
recordings for mixing, master and release on Audio Products and shall not consist of
the process writing compositions or recording demo quality recordings. The decisions
regarding all matters under this paragraph 5 shall be by mutual agreement, however in
the event of a disagreement, the decision of Company shall control

b. The recording budget ("Recording Budget") for each Album under the Initial
Period and any subsequent Option Period will be a minimum of __________________
dollars ($_______________) and a maximum of ________________ Dollars
($_______). Company shall have final decision on all money to be spent on all cost
incurred for the Recording Sessions ("Recording Costs"). The cost of travel, meals,
transportation and lodging for one representative to attend any Recording Session for
the Masters recorded hereunder shall be considered a Recording Cost, provided that
such costs shall be limited to coach class air fare and 4 star hotel accommodations.
The parties will consult regarding the Recording Costs and will be mutually approved
within the Recording Budget. Company shall enter into all agreements with all third
parties providing services in furtherance of the production of the Masters and all
Recording Costs will be paid by Company directly to such third parties as incurred. The
cost of travel and lodging for one representative to attend a Recording Session shall be
considered a Recording Cost. Artist shall not incur any Recording Costs without
Company's written approval (“Unauthorized Recording Cost”). Artist shall be personally
responsible for any Unauthorized Recording Cost to any third party. If Company
chooses to pay for such Unauthorized Recording Cost then it shall be treated as an

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Advance.

c. Upon Company's request, Artist shall re-record, and Company shall pay for
such re-recording of, any Composition recorded hereunder until a recording, which in
Company's sole judgment is technically satisfactory for the sale of Audio Products.
Should Artist fail to appear at any recording session of which Artist has been given
written notice, for any reason, without Artist giving forty-eight (48) hours notice to
Company of an inability to appear as scheduled, then Artist shall be personally
responsible to repay Company within thirty (30) days of Company's presentation of an
invoice for the cost incurred by Company for Artist's failure to appear without providing
such notice.

d. Company shall have the right to negotiate a contract for the services of any
person or company providing production services for Artist on the Masters. Specifically,
Company may negotiate to pay any producers of master recordings, producers that
create musical tracks, musicians or side artists performing on the Masters, a fee and/or
royalties from the exploitation of the Masters or the sale of Audio Products. Company
shall have the right to negotiate a royalty up to a cumulative amount of all persons
performing services for the production of the Masters, not to exceed twenty five percent
(25%) of the amount of royalties Artist is paid from Company, without Artist’s written
consent. Artist understands that any fees paid to Production Personnel is an Expense,
All royalty rates in this Agreement are "all-in" rates, which is to say that they include all
royalties due to Artist as well as any other artist, producer, engineer, or other third
parties of any kind. If Company accepts a letter of direction from Artist regarding the
services of any person or company providing production services for Artist on the
Masters whereby the person is to receive a royalty, any such payment shall be
deducted from Artist's royalty payable hereunder.

e. Advance:

i. Company agrees to pay Artist, as an Advance under the Initial Period,

the amount of _______________ dollars ($___________) by paying Artist fifty percent
(50%) within fourteen (14) days of Artist delivering an executed original of this
Agreement to Company and the other fifty percent (50%) payable within fourteen (14)
days of Artist Delivering the Masters required for the LP Album under the Initial Period.

ii. Company agrees to pay Artist, an Advance in the amount of

_______________ dollars ($___________) by paying Artist fifty percent (50%) within
fourteen (14) days of the beginning of the First Option Period and the other fifty percent
(50%) payable within fourteen (14) days of Artist Delivering the Masters required for the
LP Album under the First Option Period.

iii. Company agrees to pay Artist, an Advance in the amount of

_______________ dollars ($___________) by paying Artist fifty percent (50%) within
fourteen (14) days of the beginning of the Second Option Period and the other fifty
percent (50%) payable within fourteen (14) days of Artist Delivering the Masters
required for the LP Album under the Second Option Period.

6. ARTWORK: Company shall be the owner of the copyright in all artwork created for

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and incorporated into packaging of Artist’s Audio Products (“Artwork”) released pursuant
to this Agreement. All costs of preparation of such artwork or paid by Company for
preparation and rights to Artwork shall be an Expense as set forth in this Agreement.
Company agrees to consult with Artist in connection with the preparation of the Artwork.
Artist shall approval over the Artwork. However, in the event of a dispute, the decision
of Company shall control.

7. VIDEO RIGHTS: During the term hereof, Company shall have the exclusive
worldwide right to manufacture and distribute audiovisual programs (“Videos”) for
commercial and/or promotional purposes including any commercial sale or other
exploitation of so-called "long form" Videos or authorize others to do so. All recording
and production costs directly or indirectly incurred in connection with the creation of
Videos shall be considered Expenses. Artist grants Company a synchronization license
for the right to use any Controlled Composition in a Video and waives the right to be
paid a separate synchronization fee for the use of the Controlled Composition
embodied in a Video or any mechanical license for the distribution and sale of the
Video.

8. MASTER & VIDEO OWNERSHIP: All Masters and Videos as described herein,
recorded and/or submitted during the Term, together with the performances embodied
therein, shall, from the inception of their creation, be entirely the property of Company
in perpetuity, throughout the Territory, free of any claim whatsoever by Artist or by any
persons deriving any rights or interests from Artist. For the purposes hereof, all such
Masters and Videos shall be works made for hire under the United States Copyright
Law. In the event such works are deemed not to be works made for hire, then pursuant
to this Agreement Artist hereby transfers Artist’s rights to the copyrights in the Masters,
Videos and the Previously Recorded Masters to Company. Artist agrees to execute any
documents to fulfill the transfer of copyright to the Masters and Videos upon request by
Company. Company shall have the right to secure registration of the copyright in and
to the Masters and Videos in Company's name as the owner and author thereof and to
secure any and all renewals of such copyright. Nevertheless, you shall, upon our
request, execute and deliver to us any assignments of copyright (including renewals
and extensions thereof) in and to such Masters, and Videos as Company may deem
necessary. Company (and its Licensees) shall have the sole and exclusive right to use
the Masters and Videos throughout the Territory or any part thereof in any manner it
sees fit, including, without limitation, the sole and exclusive right in perpetuity and
throughout the Territory:

a. To manufacture, advertise, sell, distribute, lease, license, or otherwise use or

dispose of the Masters, Videos and Audio Products embodying the songs, in any or all
fields of use, including Digital Transmissions, by any method now or hereafter known,
upon such terms and conditions as Company may elect or, in its sole discretion, refrain
therefrom;

b. To release derivatives of any one or more of the Masters on any medium or

device now or hereafter known, under any name, trademark or label which Company
and its Licensees may from time to time elect.

c. Notwithstanding Company’s rights set forth in this paragraph, Company

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agrees that it will not, without Artist’s written permission, license any Master recorded
and released hereunder in the following exploitations: for synchronization in films with
an X rating or greater, synchronization in a scene in any audiovisual production
involving nudity, synchronization in any media advertisement containing any political
message or sales of products involving personal hygiene or liquor (excluding beer or
wine).

9. DISTRIBUTION:

a. In the event the terms of this Agreement is in conflict with Company's

distribution agreement ("Distribution Agreement") with its Distributor of Audio Products,
the Distribution Agreement terms shall control only as to those terms inconsistent and in
conflict with the terms of this Agreement. However in no event shall the term of the
Distribution Agreement affect Artist's Royalty on Audio Products..

b. Artist may purchase from Company's physical configurations of Audio

Products to sell at its Live Performances at Company’s for an amount equal to
Company's top line wholesale price paid by retail stores to Company or its distributors.
Payment by Artist for physical configurations shall not, be considered royalty-bearing
units under this Agreement and Artist shall only be entitled to retain the money Artist
receives from its direct sales of the units. Such sales to Artist, however, shall be
considered part of Gross Receipts for all other purposes under this Agreement.
Company shall be responsible for payment of all mechanical royalties and
manufacturing costs associated with the physical configuration purchased by Artist.
Artist shall be restricted to selling the physical configurations of Audio Products
purchased from Company, in a direct person- to-person sale such at Artist's Live
Performances or to Artist's friends or family and may not sell them in any other retail
manner such as through retail stores, online stores, through Artist's or other websites,
etc. Artist may not sell any other configuration of Audio Product from Masters created
under this Agreement.

10. SIDE ARTIST: Artist shall not be prohibited from performing as a so-called
"featured artist" for third parties. In connection with any such recording for anyone other
than Company, the following conditions shall apply:

a. Artist's name and likeness shall not appear on the front cover of any such
recording;

b. Artist's name shall not appear in larger size type than any other side artist on
any liner or inserts;

c. Any single member of Artist shall not record on more than 2 recordings during
the Initial Term or any Option Period without Company’s written consent.

d. Artist shall not render a solo performance without the prior consent of
Company, and Company shall receive a courtesy credit which states that Artist appears
courtesy of Company; and

11. MECHANICAL LICENSE: All musical compositions or material recorded pursuant to

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this Agreement, which are written or composed, in whole or in part, or owned or
controlled directly or indirectly by Artist or any producer of Masters subject thereto
(herein "Controlled Compositions") appearing on the Masters and released on Audio
Products hereunder, shall be and are hereby perpetually licensed to Company for the
Territory for Controlled Compositions appearing on Audio Products released by
Company. Company shall be responsible for paying any mechanical royalties owed to
third parties for a composition (“Composition”), including co-authors of co-written
Controlled Compositions, and such mechanical royalty payment shall be considered an
Expense. Artist agrees not to record any Controlled Composition or Composition
recorded and delivered to Company hereunder five (5) years from the date of
termination of this Agreement.

PUBLISHING

12. GRANT OF PUBLISHING RIGHTS:

a. Subject to those requirements and/or restrictions set forth herein, Artist

hereby grants, sells and conveys to Company one hundred percent (100%) share of
Artist’s copyright interest in all songs written or co-written and recorded by Artist during
the Term of this Agreement, (collectively referred to below as "Controlled
Compositions") and Company shall have the exclusive rights to administration of artist's
interest in the Controlled Compositions for the life of copyright in each instance in the
Territory.

b. Company and Company's foreign subsidiaries, affiliates and licensees have

the fullest possible exclusive rights to administer and exploit the Controlled
Compositions, to print, publish, sell, dramatize, use and license any and all uses of the
Controlled Compositions, to execute in its own name any and all licenses and
agreements whatsoever affecting the Controlled Compositions, including but not limited
to licenses for mechanical reproduction, public performance, dramatic uses,
synchronization uses and subpublication, and to assign or license such rights to others,
to utilize Artist’s name and likeness in connection therewith and to execute copyright
registration applications (and other routine copyright documents) in Artist’s names and
on Artist’s behalf as attorney-in-fact (which appointment is coupled with an interest and
is therefore irrevocable).

c. Company’s exploitation of the Controlled Compositions shall be restricted in

the same manner as its rights to the Masters are restricted under paragraph 8 d. of this
Agreement.

13. COLLECTION OF PERFORMANCE ROYALTIES: Small performing rights in the

Controlled Compositions, to the extent permitted by law, shall be assigned to and
licensed by the performing rights society to which both parties belong. Said society
shall be and is hereby authorized to collect and receive all monies earned from the
public performance of the Controlled Compositions and shall be and is hereby directed
to pay directly to Company one hundred percent (100%) of the publisher's share of

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public performance fees for the Controlled Compositions for which Artist shall not be
entitled to any income therefrom. Artist shall be paid one hundred percent (100%) of
the writer’s share payable by its affiliated performance rights society and Company
shall not be entitled to any income therefrom.

14. LICENSING AND COLLECTION OF MECHANICAL ROYALTIES: Mechanical

royalties for the Controlled Compositions for the United States and Canada may be
collected by The Harry Fox Agency, Inc. or any other collection agent which may be
designated. If any mechanical licenses are issued directly by Company, it shall do so at
the then current statutory rate (with such reduced rates for special types of sales or
distribution for which Company customarily grants reduced rates to nonaffiliated record
companies).

15. SUBPUBLISHING AGREEMENTS: Company may enter into subpublishing or

collection agreements with, and license or assign this Agreement and any of its rights
hereunder and delegate any of its obligations hereunder to, any persons, firms or
corporations in the Territory.

NAME AND LIKENESS LICENSING

16. MERCHANDISE RIGHTS AND SERVICES :

a. Artist grants Company, throughout the World, the exclusive right during the
Term hereof, to exploit and reproduce and authorize others to exploit and reproduce
Artist's Name and Likeness in any manner and in any medium, now known or unknown
including, without limitation, in connection with the manufacture, distribution or sale of
reproductions of Artist’s Name and Likeness on any and all products such as, but not
limited to, t-shirts, posters, buttons and pins, etc. ("Merchandise"). Any license or other
agreement entered into by Company during the Term hereof for the exploitation of the
Merchandise may be effective after the end of the Term hereof but shall be non-
exclusive thereafter and only as to the Merchandise created during the Term of this
Agreement and shall not restrict Artist's future right to create and market Merchandise
after the expiration or termination of this Agreement. Company shall have the right to
commercially exploit Merchandise created from any elements incorporated into Album
Artwork such as photographs, cover art or other graphic designs created and owned by
Company that is incorporated into the Audio Products distributed and sold hereunder or
used by Company in marketing or promotion materials previously approved by Artist
without any additional approval by Artist. In respect to any Merchandise design created
and sold during the Term containing the Artwork, Company shall have the non-exclusive
right thereafter to continue to manufacture and sell Merchandise incorporating the
Artwork and account to and pay Artist a royalty as set forth in this Agreement.

b. Company shall have the exclusive right during the Term of the Agreement and
to seek out and make non-exclusive licenses related for the use of Artist’s Name and
Likeness in all areas other than Merchandise manufactured under this Agreement
including but not limited to branding, sponsorships, endorsements, etc (“Specialty
License”). No license under this paragraph shall be made without Artist’s express

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written permission. In the event Company is offered any Specialty License opportunity
for the use of the Name and Likeness of Artist by a particular person or company and
Artist chooses not to accept the opportunity offered, Artist shall not enter into any
agreement, written or otherwise, with the person or company offering the proposed
Specialty Licensee, or any of its subsidiaries or affiliates for one (1) year after the
termination of this Agreement.

LIVE PERFORMANCES

17. TOUR EXPENSES:

a. Company is not obligated, but may from time to time, upon written request of
Artist, pay Artist a sum of money to assist in paying for Artist’s expenses related to
travel, lodging, meals, etc. in relation to a specific live performance or series of
performances ("Tour") (“Tour Expense”). In the event Company shall provide a Tour
Expense to Artist, Company shall be entitled to the percentage of Net Performance
Receipt set forth in paragraph 19. In addition to the Net Performance Receipts to be
paid to Company, any Tour Expenses paid to Artist, or on Artist's behalf, shall first be
repaid to Company from the Gross Receipts collected from the respective performance
or Tour, after which Company shall pay Artist, Artist's share of Net Performance
Receipts as set forth in paragraph 19 of this Agreement. In the event the Tour
Expenses are not recouped from the Gross Receipts collected by Company or by Artist
associated with a specific Live Performance or Tour, Company shall have the right to
collect the outstanding Tour Expenses and retain its percentage of Net Performance
Receipt from any Gross Receipts derived from subsequent Live Performances or Tours
of Artist, until such time as its Tour Expenses are paid back, even if Company does not
provide Tour Expenses for the subsequent Live Performances or Tours.
Notwithstanding the foregoing, If Company recoups the Tour Expenses expended at
any time during any particular Tour for which Company is providing Tour Expenses,
Company shall collect Company's share of Net Performance Receipts for the remaining
Live Performances associated with the particular Tour.

b. Artist represents it will cooperate with publicity and promotional efforts of the
Company to support sales of Audio Products by appearing or performing from time to
time as requested by Company. After the completion of, but prior to the release o any
Album under this Agreement, Artist and Company shall consult regarding the support of
the release of the Album through Live Performances and appearances by the Artist.
Artist shall cooperate with Company to plan a series of Live Performances and
appearances during each Contract Period ("Album Support Period"). Artist shall
cooperate and use its best efforts to book, or authorize its booking agent, Artist's
manager, to book sufficient Live Performances during the Album Support Period and by
agreeing to appear at those Live Performances booked during the Album Support
Period. If Artist requests that Company pay Tour Expenses, then prior to the Album
Support beginning, Company and Artist shall consult and mutually agree upon an
amount to be paid by Company as Tour Expenses during the Album Support Period, if
any. If travel is required for a publicity or promotional effort requested by Company to

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attend, outside of the city of Artist’s primary residence for which Artist is not being paid,
then Company shall pay for the costs of transportation and lodging, if such be
necessary. Company shall pay for such costs in advance of Artist's travel. However if
any costs approved by Company in writing are paid by Artist, the Company shall
reimburse Artist for such costs related to travel and lodging within fourteen (14)
business days following presentment of such fuel and transportation costs. In the event
that Artist is required to travel by airplane, for a Company requested publicity or
promotion appearance or performance, Company shall prepay such travel and lodging
for the entire length of such promotional effort. Tour Expenses for any promotional Live
Performance that is requested by Company for Artist to attend is an Expense under this
Agreement. All other Tour Expenses not recouped from the Gross Receipts from Artist's
Live Performances and Tours are treated as an Advance.

GENERAL PROVISIONS

18. COLLECTION OF INCOME: During the Term of this Agreement and in perpetuity
thereafter, unless specifically set forth otherwise, Company shall receive and collect :

a. all Gross Receipts derived from advances, royalties or fees or income derived
from the sales or licenses of the Masters recorded hereunder including but not limited
to sales of Audio Products;

b. except for collection and distribution of the performance royalties as set forth
in this Agreement, all Gross Receipts derived from advances, royalties or fees paid to
Artist for publishing income derived from the exploitations and licenses of the
Controlled Compositions;

c. all Gross Receipts derived from advances, royalties or fees payable for sales
of Merchandise derived from the exploitations and licenses of Merchandising Rights or
Special Licenses issued by Company;

d. all Gross Receipts derived from advances, royalties or fees paid for the Live
Performances by Artist pursuant to the terms and restrictions of paragraph 17.

19. ROYALTIES: Company agrees to pay royalties (“Royalties or Artist's Royalties”) to

Artist as follows:

a. Exploitation of Masters and Sales of Audio Products and Videos:

Company shall pay to Artist as a royalty, fifteen percent (15%) of the Net Recording
Receipts calculated by Company, from all sale of Audio Products derived from the
Masters or other and exploitations of the Masters, including but not limited to sales of
the Masters, sales of Audio Products including Digital Formats, flat fee licenses, etc,
and the sale or exploitation of Videos. Recording Costs are considered Advances and
shall be recouped only from Artist’s Royalties payable under this subparagraph.
However, notwithstanding the foregoing, Company shall pay Artist fifty percent (50%) of

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Net Recording Receipts paid to Company from master use licenses granted to third
parties for synchronizing the Masters in film or television programs, including television
commercials. Notwithstanding anything to the contrary contained in this subparagraph
19. a. if Company's "sales through normal trade channels" on its top popular label in
the United States of any Album consisting entirely of master recordings recorded
hereunder exceed one hundred thousand (100,000) units (as determined in
accordance with Company's standard accounting procedures and as reflected on
statements rendered hereunder, the royalties shall accrue to your credit on any such
excess at the applicable rate set forth in this subparagraph plus one percent (1%). For
sales exceeding 250,000 units, your artist royalty shall be the royalty rate set forth in
this subparagraph plus two percent (2%). For purposes of this paragraph 19, the sale
of an LP Album shall mean the sale of (i) an Audio Product manufactured in a physical
configuration (e.g. compact disc, digital video disc, vinyl record, etc.), consisting of
Masters recorded and released as an LP Album, or; (ii) an Audio Product in a Digital
Format consisting of Masters recorded and released as an LP Album, in which the sale
is all the Compositions or tracks appearing on the LP Album or in the case of singles,
the same number of individual tracks or Compositions appearing on the LP Album for
which the individual Composition or track that was sold individually appears. If an
Additional Master is recorded, released and sold on Audio Products in a Digital Format
but does not appear initially on any Album, such sale of the Audio Product containing
the Additional Master shall be counted as a sale for this paragraph as if the Additional
Master had appeared originally as part of the immediate preceding Album recorded in
the same Contract Period from the first Album sold. Sales are determined by Company
or Company's Distributor's normal retail trade channels on its top popular label in the
Untied States as determined in accordance with Company's standard accounting
procedures and as reflected on statements rendered hereunder,

b. Publishing Income: Except for royalties received by Company’s performance

rights society for the publisher’s share of performance rights as addressed in paragraph
13 of this Agreement, Company shall pay to Artist as songwriter royalties fifty percent
(50%) of the Net Publishing Receipts collected by Company for any exploitations or
licenses issued by it for the Controlled Compositions. and shall retain the remaining
amount for Company's own account.

c. Merchandise and Specialty Rights Exploitation: Company shall pay Artist fifty
percent (50%) of the calculated Net Merchandise Receipts received by Company as a
result of the exploitations and licenses issued by Company for the Merchandising
Rights or a Specialty License.

d. Live Performance: For those Live Performances that Company pays any of
Artist's Tour Expenses, Company shall pay Artist seventy five percent (75%) of the Net
Performance Receipts earned from an individual Live Performance for which some or
all of the Tour Expenses are paid, or from all the Live Performances that are part of a
Tour for which Tour Expenses are paid. For purpose of clarification, In the event Tour
Expenses are not fully recouped from the Net Performance Receipts hereunder,
Company may treat such unrecouped amount as an Advance hereunder.

e. Mechanical Royalty:

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 i. All Controlled Compositions appearing on the Masters and released on
Audio Products in a Digital Format for Digital Transmissions shall be and are hereby
perpetually licensed to Company for the United States and Canada at a Mechanical
Royalty per selection equal to one hundred (100%) percent of the mechanical statutory
per selection rate (with regard to playing time. effective on the date of initial U.S.
commercial release of the Masters concerned hereinafter sometimes to be referred to
as the "Per Selection Rate".

ii. All Controlled Compositions appearing on the Masters and released on

physical configurations of Audio Products (i.e. CDs, vinyl records, etc.) or Audiovisual
Products hereunder, shall be and are hereby perpetually licensed to Company for the
United States and Canada at a Mechanical Royalty per selection equal to Seventy-five
(75%) percent of the mechanical statutory per selection rate (with regard to playing
time. effective on the date of initial U.S. commercial release of the Masters concerned
hereinafter sometimes to be referred to as the "Per Selection Rate".

iii. Notwithstanding the foregoing, the maximum aggregate Mechanical

Royalty which Company will be required to pay in respect of any single, E.P. or L.P., in
any physical formatted Audio Product regardless of the total number of Compositions
contained on the, shall not exceed Two (2) times, five (5) times, and Ten (10) times the
"Per Selection Rate" respectively. For avoidance of doubt this restriction shall not apply
to Audio Products sold in a Digital Format through a Digital Transmission.

iv. All Mechanical Royalties payable hereunder shall be paid on the

basis of net Audio Products sold hereunder for which royalties are payable to Artist
pursuant to this Agreement.

v. Artist agrees not to record any Controlled Composition or other song

recorded pursuant to this Agreement without Company's written consent, for the later of
i) five (5) years subsequent to the date of release by Company of any Controlled
Composition or song recorded hereunder; or ii) two (2) years subsequent to the
expiration or other termination of the Term of this Agreement.

vi. Payments made for Mechanical Royalties under this Agreement are
considered an Expense.

20. ROYALTY ACCOUNTING:

a. Statements as to royalties, Artist's Royalties or Mechanical Royalties

(collectively referred to as "Royalties" for this paragraph), payable hereunder shall be
sent by Company to Artist on or before the thirtieth day of September of the semi-
annual period ending the preceding June 30, and on or before the 31st day of March
for the semi-annual period ending the preceding December 31st, together with payment
of accrued Royalties, if any, earned by Artist hereunder during such semi-annual period,
less all Advances under this Agreement. Except as expressly provided herein to the
contrary, Advances hereunder shall not be recouped from Mechanical Royalties
payable hereunder.

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 b. No royalties shall be payable to Artist in respect of sales of Audio Products
by any of Company's distributors or licensees until payment has been received by
Company or credited to Company. Sales by any such licensees shall be deemed to
have occurred in the semi-annual accounting period during which such licensees shall
have rendered to Company accounting statements for such sales.

c. Royalties in respect of the sale of Audio Products outside of the United

States shall be computed in the national currency in which Company is paid by
Company's licensees, shall be credited to Artist's royalty account hereunder at the
same rate of exchange as Company is paid, and shall be proportionately subject to any
transfer or comparable taxes which may be imposed upon Company's receipts.

d. Artist shall be deemed to have consented to all Royalty statements and all
other accountings rendered by Company hereunder and each such royalty statement or
other accounting shall be conclusive, final, and binding, shall constitute an account
state, and shall not be subject to any objection for any reason whatsoever unless
specific objection in writing, stating the basis thereof, is given by Artist to Company
within two (2) years after the date rendered.

e. Company shall maintain books of account concerning the sale of Audio

Products hereunder. Artist, or a certified public accountant, in Artist's behalf, may, at
Artist's sole expense, examine Company's books relating to the sale of Audio Products
hereunder solely for the purpose of verifying the accuracy thereof, only during
Company's normal business hours and upon reasonable written notice. Company's
books relating to any particular royalty statement may be examined as aforesaid only
within two (2) years after the date rendered and Company shall have no obligation to
permit Artist to so examine Company's such books relating to any particular royalty
statement more than once.

21. NAME & LIKENESS, TRADEMARKS AND WEBSITES:

a. During the Term of this Agreement and for as long as Company shall be
entitled to the rights granted to it under this Agreement, including the sale of Audio
Products or to sell or distribute Merchandise or exploit Artist’s Controlled Compositions,
Artist hereby licenses to Company the exclusive right, and to license others the non-
exclusive right, to use Artist's name, approved likeness, voice, approved biographical
material or other identification for use in association with any promotion, marketing or
advertising, in any medium now known and existing or that is created in the future.
However, during the Term of this Agreement, Artist will not license or consent to the use
of Artist's Name and Likeness for or in connection with the recording or exploitation of
Audio Products under this Agreement by or for anyone other than Company. This
paragraph shall not limit Company’s rights it has been granted in this Agreement
regarding Merchandising Rights or Specialty License set forth in this Agreement.

b. Artist shall apply for and obtain in Artist's name, and at Artist's expense,
federal registration of a trademark and/or service mark for Artist's professional name
and /or logo in connection with the use thereof in all areas of the entertainment
industry, including, without limitation, in connection with the recording and sale of

Company Initial:________
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Artist Initial:________
phonograph records, the establishment of fan clubs, the rendition of concerts and live
performances, and the sale of clothing and other merchandise. If Artist fails to apply for
and obtain federal registration of any such trademark or service mark, Company shall
thereafter have the right to apply for and obtain federal registration of any such
trademark or service mark, in Artist's name, for which costs shall be considered an
Advance and Artist hereby appoints Company as its attorney-in-fact, coupled for the
purpose of applying for and obtaining such registration. Such authority is coupled with
an interest and is therefore irrevocable.

c. Company or its designees shall have the perpetual and exclusive right to
create and maintain a web site ("Web Site") for purposes of promoting Artist and the
sale of Artist's Audio Products. Company shall have the right to Artist's Name and
Likeness in the Web Site. Company shall be the owner of all materials containing
Artist’s Name and Likeness created and incorporated into Artist's Web Site subject to
the approval of Artist as set forth in this Agreement. Company shall have the right to
register as its own, any domain name that incorporates or uses Artist's name or any
variation of Artist's name. Company shall have the right to designate any Artist's Web
Site as the "official" web site. Notwithstanding, Artist shall have the right to create one
(1) Web Site in connection with Artist’s services as a recording and performing artist.
However, Artist shall not be restricted from creating any number of social networking
sites (i.e. MySpace, FaceBook, etc.).

22. DEFINITIONS: For the purpose of this Agreement, the following terms shall have
the following meaning:

"Advance" shall mean a pre-payment of Royalties. Unless otherwise stated

specifically in this Agreement, all Advances are not Expenses and are recoupable from
Artist’s Royalties payable hereunder.

“Audio Products," shall mean all forms of sound reproductions whether now
known or unknown, on or by which sound may be recorded for later transmission to
listeners, embodying sound, including, without limitation, discs of any speed or size,
vinyl, compact disc, reel-to-reel tapes, cartridges, cassettes, audiovisual recordings,
Digital Formats, Digital Transmissions, etc.

"Audio Visual Recordings" ("Videos") shall mean devices reproducing audio

performances or recording artists together with a visual image for home use or
otherwise, embodying Artist's performances.

"Compositions" shall mean any single musical composition, irrespective of

length, including all spoken words and bridging passages and a medley.

"Contract Period" shall mean any period of the Agreement wherein a term or
obligation may be applicable either in the Initial Period or any subsequent Option
Periods.

"Controlled Compositions" shall mean all musical Compositions or material

recorded pursuant to this Agreement, which are written or composed, in whole or in
part, or owned or controlled directly or indirectly by Artist or any producer of Masters

Company Initial:________
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Artist Initial:________
subject thereto.

"Delivery" shall mean Company's receipt of newly-recorded technically

satisfactory Masters to constitute the Record required to be given to Company as per
this Agreement (mixed and mastered), together with all necessary licenses, approval,
consents and permissions and all Artwork to be used in connection with the production
and distribution of Audio Products derived from the Masters recorded hereunder.

"Digital Format" shall mean a digital configuration of a Master Recording used

in the furtherance of delivering the Master Recording through a Digital Transmission
including but not limited to digital files such as MP3, MPEG, WAV, RAM, etc. or any
other digital file now known or created in the future.

"Digital Transmissions" shall mean the transmission and distribution to the

consumer of Digital Formats or other configurations other than physical Audio Products,
whether of sound alone, sound coupled with an image or sound coupled with data, in
any form including but not limited to the downloading or other conveyance of Artist's
performance on Masters or Audiovisual Recordings recorded hereunder by telephone,
satellite, cable, direct transmission over wire or through the air, and on-line computers
whether a direct or indirect charge is made to receive the transmission.

“Entertainment Services” shall mean the exclusive services of Artist performed

in the music industry now existing or hereafter developed including but not limited to the
areas of Recording, Publishing, Merchandise Rights and Live Performance as set forth
in this Agreement.

“Expenses” shall mean all expenses incurred under this Agreement, except for
Recording Costs, as that term is defined herein, distribution fees, licensing fees, and
other payments to third parties on Artist’s behalf, outstanding Tour Expenses not repaid
from Gross Receipts collected by Company attributed to Live Performances,
outstanding Expenses related to the creation, production or manufacture of
Merchandise not repaid from Gross Receipts attributed to Merchandising Rights, legal
or accounting fees payable to Artist’s own legal counsel or accountant (if any such
payments are actually made by Company), customary artwork, taxes, mechanical
royalties payable to third parties or payable to Artist hereunder, manufacturing,
packaging charges, payable on Artist's behalf, or fees associated with filing copyright
fees; Attorney’s or accounting fees or other administrative expenses paid for the
creation, enforcement, licensing or exploitation of Artist and Artist’s rights granted to
Company herein, and; any other costs, fees, or expenses directly related to the
representation or exploitation of Artist consistent with the terms of this Agreement;
royalties paid by Company to Artist for a writer’s share of publishing royalties;
administrative and exploitation expenses of Company with respect to the Controlled
Compositions including, without limitation, copyright registration fees, advertising and
promotion expenses directly related to the Controlled Compositions, the costs of
transcribing for lead sheets, and the costs of producing demonstration records, and;
any other costs, fees, or expenses directly related to the representation or exploitation
of Artist's rights granted to Company in this Agreement including those expenses paid
to Artist or on Artist's behalf by Company prior to the effective date of this Agreement. .

Company Initial:________
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Artist Initial:________
 "Gross Receipts" shall mean any and all revenue, income and sums derived
and actually received by Company for the exploitation of Artist's Entertainment Services
and rights granted to Company by Artist under this Agreement.

"Long-Playing" ("LP") shall mean a Record that has no less than ten (10)
Compositions and being no less than forty (40) minutes in duration.

"Master Recording" ("Master" or "Masters") shall mean any master recording,

recorded under this Agreement together with any derivatives thereof. Any reference to
Master, Masters or Master Recording shall include the Previously Recorded Masters.

"Name and Likeness" shall mean Artist’s individual names (both professional
and legal and whether presently or hereafter used by you) image, likeness, logos and
other identification and biographical material concerning Artist and any trade name,
trademark or service mark used by the individual members of Artist (collectively, "Name
and Likeness").

"Net Merchandise Receipts" shall mean Gross Receipts received by Company

under the terms of this Agreement for Merchandising Rights or Special Licenses after
deducting any and all Expenses attributed to the licensing thereof or for the cost of
creating, producing or manufacturing or distributing Artist’s Merchandise. In the event
Expenses attributed to Merchandise Rights or Special Licenses are not fully recouped
from the Net Merchandise Receipts, Company may treat such unrecouped amount as
an Expense hereunder recoupable from Gross Receipts.

“Net Performance Receipts” shall mean Gross Receipts received by Artist or

Company on Artist's behalf for Artist’s Live Performances less Tour Expenses and any
fees deducted by Artist's booking agent.

"Net Publishing Receipts" shall mean Gross Receipts received by Company

under the terms of this Agreement attributed to the publishing exploitation of Artist’s
songs recorded hereunder after deducting any and all Expenses.

“Net Recording Receipts: shall mean Gross Receipts received by Company

under the terms of this Agreement attributed to the exploitation of Artist’s Master
Recordings recorded or licensed hereunder and from sale of Audio Products derived
from Artist’s Master Recordings, after deducting any and all Expenses

"Recording Costs" shall be considered Advances under this Agreement and

shall mean all costs incurred with respect to the production of Masters embodying the
Artist's performances, including audio visual recordings, and which are customarily
recognized as Recording Costs in the phonograph record industry including but not
limited to all expenses incurred in connection with the production, mixing and mastering
of audio and/or visual masters and all payments and/or advances to Artist hereunder,
as well as payments to all of the musicians (including without limitation,
instrumentalists, leaders, arrangers, orchestrators, copyists and contractors) vocalists
and producers, if any, rendering services in connection with any recordings hereunder,
payments to union pension and welfare funds, costs of cartage and instruments hire,
studio or hall rentals, editing costs, payroll taxes and other payments to third parties on

Company Initial:________
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Artist Initial:________
Artist's behalf related to recording costs, fees to third party producers or side artists,
fees for replay or a sampling license, and other reasonable expenses incurred by
Company for the purpose of production of the Masters; costs, taxes and/or third party
payments in connection with the production of the Masters produced under this
Agreement.

"Term" shall mean the duration of the Agreement including the Initial Period and
subsequent Option Periods and any extensions or modifications extending the duration
of the Agreement.

“Tour Expense ” shall mean the payment of all Company approved expenses to
attend or produce a Live Performance including but not limited to costs for production,
promotion or talent expenses associated with the performance, travel, lodging and per
diem expenses to be incurred by Artist in connection with the Live Performance., Any
costs associated for compensation, travel, lodging or per diem paid by Company for an
employee or representative of Company assisting with the touring or producing of Live
Performance of Artist, provided such costs shall be limited to those in like kind
expended by Artist for the same or similar expense.

" Territory" shall mean the World.

23. WARRANTIES AND REPRESENTATIONS: Artist warrants and represents the

following:

a. Artist is not now and during the Term shall not be a party to or bound by any
contract or agreement that will interfere in any manner with the manufacture and
marketing and sale of the Recording by Company. Artist is under no disability, restriction
or prohibition with respect to Artist's right to sign and perform under this Agreement.

b. The songs and performances embodied in the Recordings, and any use
thereof by Company or its grantees, licensees, or assigns, will not violate or infringe
upon the rights of any third party. Artist has secured all proper licenses for the right to
perform and record all or any part of the performances or recording embodied on
Artist's Master including for the use of any third party's recording or composition for use
in what is commonly known as "sampling", "replay", or "interpolation".

c. Artist expressly acknowledge that Artist’s services hereunder are of a special,

unique, and intellectual character which gives them peculiar value, and that in the event
of a breach by you of any term, condition, or covenant hereof, Company will be caused
irreparable injury. Artist expressly agrees that in the event you shall breach any
provisions of this Agreement, Company shall be entitled to seek injunctive relief and/or
damages, as Company may deem appropriate, in addition to any other rights or
remedies available to Company, and Company shall have the right to recoup any such
damages resulting from any such breach, which shall be reduced to a final, adverse
judgment, from any monies which may be payable to you hereunder or under any other
agreement between Artist and Company or Company’s our affiliates. Company
guarantees each member of Artist, during the term of this Agreement the minimum
compensation set forth in California Civil Code Section 3423 (the "Code") per fiscal
year required under the law (the "Minimum Compensation"). If any applicable law is

Company Initial:________
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Artist Initial:________
hereafter changed to provide for a different minimum compensation requirement as a
requisite for injunctive relief, then the Minimum Compensation shall be automatically
amended to such new figure as of the effective date of such change with respect to
such member(s) of Artist as Company shall designate. Failure of Company to fail to pay
each member of Artist the minimum amounts guaranteed under the Code, shall not be
considered a breach of contract and Artist's only remedy is that Company is precluded
from filing an injunction against Artist to enforce Company's rights under this Agreement
unless Company pays the necessary amount required by the Code to file the injunction,
to the member of the Artist that Company wishes to enforce the terms of this
Agreement against.

d. During the Term of this Agreement, if required by law or any other agreement
that Company may become a party to, Artist shall become and remain a member in
good standing of any appropriate labor union or unions. If Company becomes a party to
any such union agreement, Company shall give Artist written notice of such action.

e. Artist warrants that it is the sole owner of its professional name and that Artist
has the sole and exclusive right to use and to allow others to use the Artist's
professional name in connection with Artist’s Entertainment Services.

f. Artist understands that the record industry and sales of records is speculative
and that Company makes no warranty or representations as to the success of the sales
of Artist's Audio Products distributed and sold hereunder.

g. Artist hereby warrants and represents that it has the right to enter into this
Agreement and to grant to Company any rights granted herein, and that the exercise by
Company of any and all rights with respect to the Controlled Compositions will not
violate or infringe upon any common law or statutory rights of any person, firm or
corporation, including without limitation, contractual rights, copyrights and rights of
privacy. The rights granted herein are free and clear of any claims, demands, liens or
encumbrances.

h. The parties hereto shall execute any further documents including without
limitation, assignments of copyrights, and do all acts necessary to fully effectuate the
terms and provisions of this Agreement.

24. INDEMNIFICATION: Both Company and Artist agree to and do hereby indemnify,
save and hold each other harmless of and from any and all loss and damage (including
reasonable attorney's fees) arising out of or connected with any claim by any one or
more third parties or any act by each other which is inconsistent with any of the
warranties, representations, and/or agreements made by each party herein, and agrees
to reimburse each other on written demand for any reasonable payment made by either
party at any time with respect to any liability or claim to which the foregoing indemnity
applies. Pending the determination of any claim involving such alleged breach or
failure, Company may withhold sums due Artist hereunder in an amount consistent with
such claim. Any judgments against Company and any settlements by Company of
claims against Artist together with costs and expenses, including counsel fees shall be
paid to Company promptly upon demand and may also be recouped by Company from
any Royalties payable to Artist hereunder.

Company Initial:________
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Artist Initial:________
25. CURE OF BREACH: Neither party will be deemed in breach unless the other party
gives notice and the notified party fails to cure within thirty (30) days after receiving
notice (fifteen (15) days, in the case of a payment of money); provided, that if the
alleged breach does not involve a payment of money and is of such a nature that it
cannot be completely cured within thirty (30) days, the notified party will not be deemed
to be in breach if the notified party commences the curing of the alleged breach within
such thirty-day period and proceeds to complete the curing thereof with due diligence
within a reasonable time thereafter.

26. SUSPENSIONS AND DEFAULT:

a. Company reserves the right by written notice to Artist to suspend its

obligation hereunder and/or to extend the expiration date of the then-current Contract
Period for the duration of the following contingencies if by reason of such contingencies
it is materially hampered in the recording, manufacture, distribution or sale of Audio
Products, or its normal business operations become commercially impractical: labor
disagreements, fire, catastrophe, shortage of materials or any cause beyond
Company's control.

b. In the event of any default or breach by Artist in the performance of any of

Artist's obligation or warranties hereunder, Company, by written notice to Artist, in
addition to any other rights or remedies which it may have at law or otherwise, at its
election, may terminate the Term or may suspend its obligations hereunder for the
duration of such default or breach and/or may extend the expiration date of the then-
current Contract Period for a period equal to all or any part of the period of such default
or breach.

c. In the event of any default or breach by Company in the performance of any

of its obligations or warranties hereunder, Artist shall give Company written notice of
such default. Company shall then have sixty (60) days to cure such breach before
being declared by Artist to be in breach or default of this Agreement.

27. APPROVAL: Unless otherwise stated in this Agreement, wherever in this

Agreement Artist's approval or consent is required, Artist's approval shall not be
withheld unreasonably and failure to give such approval or disapproval within seven (7)
days of notice by Company shall be deemed an approval by Artist. When such approval
is to be mutual, in the event of a dispute Company’s decision shall control.

28. ASSIGNMENT: Company shall have the right to assign this Agreement or any of
Company's rights hereunder or to delegate our obligations hereunder or any part
thereof to any third party. Specifically, but not limiting the generality of the foregoing,
Company shall have the right to enter into a long term recording, production or
distribution agreement, on terms no less favorable than those contained herein, for the
provision of Artist’s services as exclusive recording artists or assigning any of our rights
hereunder with any "Major" record company or nationally distributed independent label,
(as those terms are understood in the recording industry). Artist's rights and obligations
hereunder are personal and non-delegable.

Company Initial:________
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Artist Initial:________
29. SUCCESSOR IN INTEREST: This Agreement shall inure to the benefit of and be
binding upon each of the parties hereto and their respective successor, permitted
assigns, and representatives. Company may, at its election, assign this Agreement or
any of its rights hereunder.

30. INVALIDITY OF TERMS: If any clause, sentence, paragraph or part of this

Agreement, or the application thereof to any person, shall for any reason be adjudged
by a court of competent jurisdiction to be invalid, such judgment shall be limited and
confined in its operation to the clause, sentence, paragraph or part thereof directly
involved in the controversy in which such judgment shall have been rendered and to
the person involved.

31. NOTICES: All notices hereunder required to be given to Company shall be sent to
Company at its address first mentioned herein and all royalty statements (and
payments) and all notices to Artist shall be sent to Artist as Artist's address first
mentioned herein, or such other address as each party respectively may hereafter
designate by notice in writing to each other. All notices shall be in writing and shall be
sent by registered mail or certified mail, return receipt requested. The day of mailing of
any such notice shall be deemed the date of the giving thereof. Royalty statements
(and payments) may be sent by regular mail. All notices shall be served upon
Company to the attention of the Manager with a copy sent to J. Scott Rudsenske, J S
Rudsenske, PLLC, 3 McFerrin Avenue, Nashville, TN 37206.

32. APPLICABLE LAW: This Agreement has been entered into in the State of
_______________ and the validity, interpretation and legal effect of this Agreement
shall be governed by the laws of the State of _____________ applicable to contracts
entered into and performed entirely within the State of __________, with respect to the
determination of any claim, dispute or disagreement which may arise out of the
interpretation, performance or breach of this Agreement. Any dispute claim, mediation
or lawsuit arising out of this Agreement shall be filed in _____________ County,
_________.

33. AMENDMENT: This writing sets forth the entire understanding between the
parties with respect to the subject matter hereof, and no modification, amendment,
waiver termination or discharge of this Agreement shall be binding upon the Company
unless confirmed by a written instrument signed by an authorized officer of the
Company. No waiver of any provision or any default under this Agreement shall
constitute a waiver by Company of compliance thereafter with the same or any other
provision or its right to enforce the same or any other provision thereafter.

34. MEDIATION: Any claim or dispute arising out of or relating to this Agreement or the
breach thereof shall first attempt to be settled by mediation in the jurisdiction set forth in
this Agreement in accordance with the rules and regulations of the American Arbitration
Association governing single member panels or any other mediation procedure agreed
to by the parties. In the event mediation of the parties hereto is not successful then
each party hereto shall have the right to pursue any claim arising out of the dispute by
any other legal means available to them within the competent jurisdiction.

Company Initial:________
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Artist Initial:________
35. INDEPENDENT CONTRACTOR: Nothing contained herein shall constitute a
partnership between or a joint venture by Company and Artist. It is specifically
understood that Artist is acting hereunder as an independent contractor.

36. GROUP ARTIST AND LEAVING MEMBER CLAUSE:

a. The Artist's obligations under this Agreement are joint and several. All
references to "Artist" include all members of the group collectively and each member
individually, unless otherwise specified herein. The substitution of, addition to, or
subtraction from any of the present members of Artist shall be done only upon the prior
written approval of Artist and Company, provided that any substituted individual will be
deemed a party to this Agreement and shall agree in writing to be bound by all of the
terms and conditions of this Agreement. Artist shall promptly deliver to Company any
documents as Company may require executed by such substituted member as
Company, in its judgment, may deem necessary or advisable to effectuate the
institution of such substituted member.

b. If any member of Artist ceases to perform as a member of the group

("Leaving Member"), Artist shall promptly give Company written notice of such
occurrence (the "Leaving Member Notice"). If the group disbands, each member of the
group shall be deemed a Leaving Member.

c. None of the individuals herein named as Artist ("Present Members") or any

who may hereafter become substituted therefore ("Substitute Members") shall, during
the Term of this Agreement record for anyone other than Company, individually or as
part of any other group. Each of the Present Members and Substitute Members agree
that, without limiting any of Company's other rights and/or remedies, if there is a
Leaving Member during the term hereof:

i. Company shall have the right to terminate the Term of this Agreement
with respect to the Leaving Member or all of the remaining members of Artist
("Remaining Members") by notice given to Artist at any time before the expiration of
ninety (90) days after Company's receipt of the Leaving Member Notice.

ii. If Company does not terminate the term of this Agreement with respect
to the Remaining Members, then the Remaining Members shall continue to be
obligated under the terms of this Agreement and Company shall be obligated to fulfill its
obligations under this Agreement to the Remaining Members.

iii. Artist grants to Company an irrevocable option to engage the

exclusive services of a Leaving Member as a recording artist. Said option, with respect
to such individual, shall be exercised automatically by Company upon receipt of the
Leaving Member Notice unless Company gives Artist written notice at any time before
the expiration of ninety (90) days after Company's receipt of the Leaving Member
Notice was received by Artist. In the event of Company's exercise of such option, Artist
and such Leaving Member shall be deemed to have entered into an agreement with
Company with respect to such individual's exclusive recording services upon all the
terms and conditions of this Agreement except that Company shall have the right to
exercise the same number of options to extend the terms of this Agreement for the

Company Initial:________
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Artist Initial:________
Leaving Member as such options are available to Company for Artist; and all royalties
and compensations payable hereunder to Leaving Member shall be equal to those
Company is obligated to pay Artist.

iv. A Leaving Member shall not, without Company's consent, use the
professional name of the group in any commercial artistic endeavor; the professional
name shall remain the property of the group who continue to perform their obligations
hereunder and whose engagements are not terminated.

d. Artist agrees to execute any additional agreements as necessary to effectuate

the rights granted to Company in this paragraph including but not limited to an Artist
Recording Agreement with substantial terms to this ones set forth in this Agreement.
Artist also agrees to execute any additional documents to effectuate the rights granted
to Company in this Agreement including but not limited letters of direction, copyright
assignments or authorization letters, etc.

36. RIGHT TO LEGAL REPRESENTATION: Artist represents and warrants that

Artist has read this Agreement and Artist understand that this is an important legal
document. Artist hereby represents and warrants that Artist has been advised of
its right to seek independent legal counsel in connection with the negotiation and
execution of this Agreement and that Artist has either retained and has been
represented by such legal counsel or has knowingly and voluntarily waived its
right to such legal counsel and desires to enter into this Agreement with the
benefit of independent legal representation.

This Agreement is effective the first date of the Agreement written above.

Company:___________________

By:__________________________
___________________________
Printed Name and Title

Address: ______________________

Artist: ________________________
________________________

______________________________
______________________________
Printed Name

Soc. Sec. # ___________________

Company Initial:________
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Artist Initial:________
p/k/a _________________________

Address: ________________________
________________________

Company Initial:________
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Artist Initial:________