Exclusive Recording Artist Agreement

Artist represents and warrants that: (a) it is authorized, empowered and able to enter into and fully perform its obligations under this Agreement; (b) neither this Agreement nor the fulfillment thereof by any party infringes upon the rights of any other person or entity; (c) it has not and will not do anything that impairs Company's rights under this Agreement, nor will it permit any other person or entity to do so; and (d) Artist is resident in the Artist residence for income tax purposes.

Artist further represents and warrants that: (a) there now exist no prior recorded performances by Artist other than those listed on the attached Exhibit A and that no recordings from those Masters will be released during the term hereof; (c) none of the Masters delivered to Company by Artist, nor the performances embodied thereon, nor any other Materials, nor any use thereof by Company or its grantees, licensees or assigns, will violate or infringe upon the rights of any third party. "Materials," as used in this Section, means all Controlled Compositions, each name used by Artist, any logo used by Artist, and all other musical, artistic, literary and other materials, ideas and other intellectual properties furnished by Artist or any other producer engaged by Artist and contained or used in connection with any Masters made hereunder, or the packaging, sale, advertising or other exploitation thereof.

The Term of this Agreement shall be for an Initial Period commencing on the date hereof and expiring Initial term length thereafter.

Artist hereby grants to Company Option periodsseparate and irrevocable options to extend the Term of this Agreement for further periods (the "Option Periods") commencing immediately upon the expirations of the Initial Period and expiring Option period length after delivery to Company of the Minimum Recording Commitment for said Option Period. Each option shall be exercised by written notice from Company to Artist postmarked or delivered before upon the expiration of the prior terms; provided that, Company shall have a Option failure cure period right to cure any inadvertent failure to exercise such option.

During the Term of this Agreement (as the same may be extended) Artist agrees to produce and Artist shall deliver to Company Masters comprising sound alone sufficient to comprise the following (the "Minimum Recording Commitment"):

Notwithstanding anything else herein to the contrary:

During the Term of this Agreement, Artist shall furnish to Company its exclusive recording services throughout the Universe. Any contract entered into by Artist or on Artist's behalf during the Term hereof or any extensions thereof for Artist's performances in television or radio broadcasts or motion pictures or stage productions shall specifically exclude the right to use any recording of such performance for the manufacture and sale of Phonograph Records or music videos unless previously authorized in writing by Company. Artist shall promptly deliver to Company copies of the pertinent provisions of each such contract and Artist will cooperate fully with Company in any controversy dispute or litigation which may arise in relation to the rights of Company under this Section.

Artist hereby grants and assigns to Company all rights of every kind and the complete, unconditional, exclusive, perpetual, unencumbered title throughout the Universe in and all results and products of Artist's services and performances hereunder, any and all Masters, records, tapes, sound recordings, music videos, long form videos, and other material of every kind made or authorized by Company hereunder or otherwise produced during the Option Terms and which include the voice, instrumental or other sound and/or visual effects, services, or performances of Artist, including without limitation the right to record, reproduce, broadcast, transmit, publish, sell, exhibit, distribute, advertise, exploit, perform, and use the same separately or in combination with any other material for any purpose in any manner, under any label, trademark, or other identification and by any means or method, whether known or not now known, invented, used or contemplated, and to refrain from all or any part thereof.

Without in any way limiting the generality of the foregoing, Artist hereby grants to Company the following rights throughout the Universe which Company may use or refrain from using as it elects in Company's sole discretion:

Each Master (including all sound recordings embodied thereon) produced hereunder or embodying Artist's performances and recorded during the Initial Term shall belong to Artist.

Artist shall not authorize or permit Artist's performances to be recorded for any purpose without obtaining an express written approval of Company, and Artist shall take reasonable measures to prevent the manufacture, distribution and sale of Phonograph Records or music videos containing its performances (and the use of Artist's name and likeness in connection therewith) by any person or entity other than Company, its successors, licensees and assigns.

Artist grants Company the right to include any Master produced and delivered hereunder in a soundtrack or compilation album, at any time, and without any further advance, except that royalties shall be payable as provided herein.

As used in this Agreement, "Phonograph Records" shall include any and all mechanical reproductions of the Masters produced and delivered hereunder, in any format, whether now known or unknown, including but not limited to compact discs, cassette tapes, vinyl records, DAT tapes or any future format.

Advances payable to Artist pursuant to this Agreement are and shall be inclusive of all costs incurred in the course of producing and recording Masters hereunder (including without limitation, the costs of studio time, musician fees, union payments, instrument hire, producer's fees, and the cost of tape editing, mixing, remixing and masters, advances, and other similar costs customarily regarded in the industry as being recording costs.) All such costs are sometimes herein referred to as "recording costs" and shall constitute advances recoupable from royalties payable hereunder. Company shall, in accordance with the provisions of this Agreement, deduct and retain out of said advances such sums as may be necessary to pay the said recording coasts. In the event that, as a result of an event within the control of the Artist but unapproved by Company, any recording costs shall exceed the amount of the recording fund specifically referred to in Section 5.1.. below, then the excess costs shall (if paid by Company) constitute a loan to Artist payable on demand and without prejudice to Company's other rights and the same shall, at Company's election, be recoverable by Company out of any monies payable by Company to Artist or on Artist's behalf hereunder. Any recording cost that exceeds the amount of the recording fund specifically referred to in Section 5.1. below, but which has been approved by Company, shall be treated as an increase in said recording fund.

Company and Artist shall, prior to the commencement of any recording: (a) mutually designate the producer(s) of all Masters hereunder; and (b) agree on a budget for recording costs. Company shall not unreasonably withhold its consent to any budget for recording costs that is less than Budget approval percentage% of the recording fund for that album as specified in Section 5.1.. Company has previously approved the budgets for the First and Second Albums.

Artist shall be properly rehearsed and shall appear at the times and places designated by Company after consultation with and reasonable notice to Artist from time to time for all recording sessions required hereunder and at each session Artist shall tender their professional services to the best of their ability. Company and Artist shall mutually designate the material to be recorded and each Master shall be subject to Company's approval as technically and commercially satisfactory. Upon Company's request, Artist shall re-record any material until a Master, which in Company's sole judgment is satisfactory, shall be obtained.

The Masters delivered to Company by Artist under this Agreement and the performances embodied therein shall be produced in accordance with the rules and the regulations of the American Federation of Musicians, the American Federation of Television and Radio Artists and all other unions having jurisdiction. Artist is or will become and remain, to the extent necessary to fulfill this Agreement, a member in good standing of all labor unions or guilds in which membership may be required for the performance of Artist's services hereunder.

Artist shall not perform for or in connection with (and shall not permit any other person or entity to use Artist's name or likeness in connection with) the recording or exploitation of any Phonograph Record embodying any Composition recorded by Artist under this Agreement prior to a date Non-compete period subsequent to the expiration or termination of the term of this Agreement, or any extensions thereof.

Without limiting the foregoing, Company shall not be required to make any payments of any kind for, or in connection with, the acquisition, exercise or exploitation of rights by Company except as specifically provided in this Agreement. Artist shall be solely responsible for all sums due to labor unions or guilds, individual musicians, producers and all other persons or entities entitled to received royalties or other payments in connection with the sale of Phonograph Records derived from Masters hereunder, although Company will undertake to make all such payments to the extent of the recording fund specified in Section 5.1., and Artist's liability to producers for royalties shall be limited to Producer royalty percentage% of retail. None of the persons whose performances are embodied in the Masters or whose services are used in recording the Masters shall be bound by any otherwise bound or restricted, Artist shall obtain all necessary clearances in writing.

As advances against and recoupable from royalties payable hereunder, Company agrees to pay with respect to each Album constituting the Minimum Recording Commitment hereunder a sum equal to the amount by which the applicable sum set forth below ("Album Recording Fund") exceeds the sum of the documented receipts for the recording costs concerned and any other advances made to Artist prior to delivery of the applicable Album:

Album Recording Fund:

If net sales through normal retail channels in the United States for which royalties are payable pursuant to Section 6. below, net of applicable reserves of any album shall exceed Increased funds threshold units as of the date Sales measurement period after the initial release of that album in the United States, then the Album Recording Fund on the next subsequent album shall be increased by Increased amount.

The advances due under Section 5.1. shall be payable promptly following the deliver to Company of (a) the Minimum Recording Commitment; (b) the documents required under Section (2.4.g); and (c) all invoices pertaining to the recording of the Minimum Recording Commitment. With respect to payments to be made following delivery, Company shall have the right to withhold Witholding percentage% for Withholding period to provide for anticipated costs which have not yet been paid.

All advances paid to Artist or on Artist's behalf shall be recoupable against the royalties payable under this Agreement, from whatever the source, except that advances shall not be recoupable against Mechanical Royalties except as provided for in Section 8..

The royalty rate with respect to 12-inch singles shall be 12-inch royalty single percentage%.

The royalty rate with respect of 7-inch singles and other records shall be 7-inch single royalty percentage%.

The royalty rate with respect to the following is Special products royalty percenntage%: records sold to any government body, PX sales, sales to educational institutions, record clubs, soundtrack records, compilation records, budget records (defined as a record which is sold as wholesale price of at least fifty percent but less than eighty percent of Company's published wholesale price), and EP records (defined as records containing between three and nine Masters): except that the royalty rate for compilations releases exclusively on the Company label shall be Company compilation royalty percentage%. Royalties for soundtracks and compilations on which Artist appears with other performers shall be pro-rated in the same proportion that Artist's Master bear to the entire album. Foreign royalty rate: The rate for the records manufactured by Company or Company's affiliates and sold outside the will be Foreign royalty percentage% of the applicable royalty except that the royalty rate for masters licensed by Company outside the Domestic market shall be Foreign licence royalty percentage% of the net income therefrom. Net income shall mean all income received less third party out of pocket expenses to establish the license, third party out of pocket collection costs, foreign currency exchange, wire transfer fees and applicable taxes.

Royalty rate for music videos sold and not returned shall be Music video royalty percentage% of Company's published wholesale price.

Company shall, however, have the right to establish reasonable reserves for returns and exchanges, said reserves not to exceed Reserve percentage%. Each reserve established hereunder shall be liquidated at the end of the following semi-annual period. If Company makes any overpayment of royalties (e.g., by reason of an accounting error or paying royalties on Records returned later), Company shall have the right to offset such overpayment against any subsequent payment due to Artist from Company.

Each royalty payment hereunder shall be accompanied by a statement in accordance with Company's regular accounting practices. Said statements shall be provided to Artist within Quarterly statements period of the end of each calendar quarter, even though royalty payments are semi-annual. Each statement shall become binding upon Artist and Artist shall neither have nor make any claim against Company with respect to such statement, unless Artist shall advise Company, in writing, of the specific basis of such claim within Contest statement period after the date Company mails such statement. Company's accounting books and records will be kept and maintained in accordance with generally accepted accounting principles, consistently applied.

Artist shall not be entitled to recover damages or to terminate this Agreement for any reason because of a claimed breach by Company of its material obligations hereunder, unless Company has failed to remedy such breach within Breach cure period following receipt of written notice thereof. Artist will not have the right to sue Company in connection with any royalty accounting, or sue Company for royalties accrued by Artist during the period a royalty accounting covers, unless Artist commences the suit within Royalty suit period after the date when the statement in question is rendered to Artist.

If Artist commences suit on any controversy or claim concerning royalty accountings rendered to Artist under this Agreement, the scope of the proceeding will be limited to determination of the amount of royalties due for the accounting periods covered and reasonable attorney fees, and the court will have no authority to consider any other issues or award any relief except recovery of any royalties found owing. Artist's recovery of any such royalties and attorney's fees will be the sole remedy available to Artist by reason of Company's royalty accountings. Without limiting the generality of the preceding sentence, Artist will not have any right to seek termination of this Agreement or avoid the performance of their obligations under it by reason of any such claim. Artist's remedy for Company's willful refusal to permit it to record its Minimum Recording Commitment shall be limited to termination of this Agreement.

Company agrees that Artist may, not more than once during any calendar year, but only once with respect to any statement rendered hereunder, audit its books and records for the purpose of determining the accuracy of Company's statements to Artist. If Artist wishes to perform any such audit, Artist will be required to notify Company at least Audit notice before the date when Artist plans to begin the audit. If Artist's audit has not been completed within Audit completion notice from the time Artist begins it, Company may require Artist to terminate it on Audit termination notice notice to Artist and Company will not be required to permit Artist to continue the examination after the end of that Audit termination notice period. Artist shall not be entitled to examine any manufacturing records or any other records which do not specifically report sales of Records or calculation of net receipts on which royalties are accruable hereunder. All audits shall be made during regular business hours, and shall be conducted on Artist's behalf by an independent Certified Public Accountant. Each examination shall be made at Artist's sole expense at Company's regular place of business in the Company (Address (multi-line)), where the books and records are maintained.

All Controlled Compositions (defined as musical compositions composed in whole or in part by any individual member of Artist) are hereby licensed to Company and its licenses for reproduction on Phonograph Records anywhere in the Universe. Royalties for the mechanical license herein granted shall be at a rate equal to Mechanical royalty percentage% of the current minimum U.S. statutory rate (including the "long work" rate, if applicable) for royalty-bearing records sold and not returned and for which Company is paid, excluding any instance where Company and Artist are sharing income under Section 6. above. In no event shall the mechanical royalties payable hereunder for any Album exceed Maximum mechanical royalty per album times the rate set forth above. The foregoing also applies to music videos, as well as to any instance where such a license must be executed in favor of Company, Company shall not recoup from mechanical royalties due to Artist any advances payable to Artist except: (a) excess recording costs under Section 4.; (b) overpayments under Section 7.; and (c) any advances or cash or consigned materials (or the like) to Artist.

If any record contains one or more compositions which are not Controlled Compositions, then Company will have the right to reduce the amount of Mechanical Royalties payable on the Controlled Compositions by an amount equal to the amount of mechanical royalties payable on non-Controlled Compositions.

Artist shall perform under the professional name, "Artist stage name". Artist warrants and represents that it is the sole owner of such name in connections with Phonograph Records during the term hereof. Artist shall not use a different name in connection with Phonograph Records unless Artist and Company mutually agree in writing. Artist agrees that Company may cause a search to be instituted for the purpose of determining whether any professional name used by Artist has been or is being used by another person in connection with Phonograph Records. Company may cause one or more federal applications for trademark protection to be made in favor of Artist for Phonograph Records and/or entertainment purposes. Any amounts up to Trademark expense cap expended by Company pursuant to this Section shall be deemed Advances hereunder. If the trademark search indicates that such name should not be used, Company and Artist shall mutually agree on a substitute name for Artist. Nothing contained herein shall release Artist from its indemnification of Company with respect to Artist's use of such name.

No royalties shall be payable with respect to records given away or furnished on a "no charge" basis to one-stops, rack jobbers, distributors, dealers, radio stations, television stations or film companies, theatrical hooking agencies, print media, music publishers or the like, provided that such records do not exceed Maximum free singles per thousand non-royalty bearing Singles out of every one thousand (1,000) Singles distributed and Maximum free albums per thousand non-royalty bearing Albums out of every one thousand (1,000) Albums. Any record sold for less than Non-royalty price threshold% of Company's published wholesale price will be a non-royalty bearing record.

During each applicable contract period, Company shall provide Artist with Free copies per album non-royalty bearing copies of Artist's then current Album at no charge to the Artist.

Company's container deduction shall be a sum equal to: Container cost for singles for singles, Lps and cassettes for LPs and cassettes, Double LP sets for double LP sets and compact discs, Double cassettes for double cassettes, and Other formats for other formats, including double compact disks, and all video formats.

Artist hereby grants Company the exclusive right to manufacture, sell, license, distribute and exploit, through the Universe and by mail-order and through retail sources of, without limitation, all merchandise or every kind featuring the Artist (name/logo/likeness), during the term of this Agreement.

It is expressly agreed and understood that any contract for the purpose of merchandising Artist entered into by Company during the Term shall continue in full force and effect in accordance with the provisions thereof for a period not to exceed Merchandising contract survival following the expiration of the term of this Agreement.

In the case of such products or property manufactured and sole by Company or by any associated company, Artist shall be entitled to a royalty of Merchandising royalty percentage% of the adjusted gross receipts therefrom. As used in this Section, the term "adjusted gross" shall mean gross revenues from the sale of applicable merchandise, less venue commissions and state sales tax where collected and actually paid. In the event that Company licenses to other any of its rights under this clause then Artist shall receive Merchandising licence royalty% of the net receipts therefrom. As used in this Section, the term "net receipts" shall be calculated as gross revenues from the sale of the applicable merchandise, less the cost actually incurred and paid by Company or its licensing company for manufacturing; sales personnel salaries and/or commissions, venue commissions and state sales tax where collected and actually paid.

Artist has the right of approval of all merchandising artwork, so long as said approval is that unreasonably withheld. During the Term of this Agreement, Artist shall cause the inclusion of Company's logo and proper name at a reasonable size and position on all merchandise.

No royalties shall be payable with respect to merchandise given away or furnished on a no-charge basis. Upon Artist's request, Company shall provide Artist with Free merchandising samples non-royalty-bearing samples of each item of merchandise at no charge.

Any promotional monies spent by Company on behalf of Artist are Promotional recoupment percentage% recoupable from monies otherwise due to Artist from Company, excluding Mechanical Royalties, notwithstanding the source. Any promotional monies spent on behalf of Artist in combination with other Company Artist shall be recoupable from Artist on a pro-rata basis.

Company is not obligated to produce a promotional video for Artist, but if Company undertakes to produce said video, the cost is Promotional video recoupment percentage% recoupable from royalties, excluding Mechanical Royalties, notwithstanding the source. The cost of producing nonpromotional videos intended for resale are fully recoupable.