EXCLUSIVE ARTIST AGREEMENT

AGREEMENT made as of by and between:

(hereinafter referred to as
“Company”) and (“you” or “Artist”).

The parties hereby agree as follows:

l. Term.

(i) The term hereof ("the Term") shall consist of an initial period
(the "First Contract Period") commencing on the date hereof and shall continue
until the later to occur of either: (i) twelve (12) months following the date
hereof, or (ii) nine (9) months following the date on which you Deliver to
Company the Minimum Recording Commitment of such "First Contract Period"
plus the additional option or renewal periods (each a "Contract Period"), if any,
by which such Term may be extended by Company's exercise of one or more
of the options granted to Company below (unless otherwise extended or
suspended as provided herein).

(ii) You hereby grant to Company five (5) separate, irrevocable

options, each to renew the Term of the Agreement for additional Contract
Periods with each such Contract Period to run consecutively beginning at the
expiration of the First Contract Period or the related Contract Period, all upon
the same terms and conditions applicable to the First Contract Period except as
otherwise specified herein. Company may exercise each such option by sending
You a notice at any time prior to the end of the Contract Period which is then
in effect ("Current Contract Period") unless such Contract Period immediately
follows a prior Contract Period which shall have been extended pursuant to the
terms hereof in which event notice of a determination by Company not to
exercise the option for such renewal term may be given by it at any time before
its commencement. If Company exercises any such option, the next Contract
Period will begin upon the expiration of the Current Contract Period. Neither
the Term nor any additional Contract Period will end unless and until You deliver
to Company a notice expressly referring to this paragraph l(a)(ii) and indicating
that Company has theretofore failed during the Current Contract Period to
exercise Company's option to extend the Term for the next Contract Period. If
Company then fails to exercise the applicable option on or before the date that
is thirty (30) days after Company receives such notice from You, then the Term
will automatically end as if that date were the original expiration date of the
Term, without Company having any liability or additional obligations to You in
connection therewith except for any of those obligations which survive the Term
hereof, (e.g. to account for and pay to Artist royalties, if any).

2. Recording Services.

During the Term of this Agreement, you shall render to Company your
exclusive services as a recording artist for the purpose of making Master
Recordings and as otherwise set forth herein.

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 3. Recording Commitment.

During the Term, you shall render your services to Company, in

accordance with the terms and conditions hereof, in connection with recording
a minimum number of Masters (the “Minimum Recording Commitment”). The
Minimum Recording Commitment for each Contract Period shall be 1 option.

4. Recording Procedure.

(a) In connection with Master Recordings to be made hereunder, the

following matters shall be mutually determined by you and Company, however,
in the event of a disagreement between you and Company, Company’s decision
shall be final:

(i) Selection of the producer (it is understood and agreed

that P. Karanfilovic is hereby deemed an approved producer);

(ii) Selection of material to be recorded, including, without

limitation, the number of Compositions to be recorded; and

(iii) Selection of dates of recording and studio where recording

is to take place, including the cost of recording therein. The scheduling and
booking of all studio time will be done by Company.

(b) Each Master Recording made hereunder shall be subject to

Company’s approval as commercially and technically satisfactory for the
manufacture and sale of Records.

5. Recording Costs.

(a) Company will pay all specifically approved Recording Costs in

connection with Master Recordings made hereunder. The recording budgets
for Albums delivered hereunder shall be determined by the Company.
Company shall not be responsible for the Recording Costs incurred in the
production of any Prior Masters (as hereafter defined), unless Company
specifically agrees otherwise in writing. Notwithstanding the foregoing, you
shall be solely responsible for paying any Recording Costs incurred by Company
which are in excess of the recording budget approved by Company but only if,
and to the extent, such excess costs are incurred due to your acts or omissions.
You shall reimburse Company for any such costs or, at Company’s discretion,
Company may deduct an amount equal to such excess costs from your share
of monies payable to you hereunder. You shall not incur any Recording Costs
without Company’s prior written approval.

(b) Nothing contained in this Agreement shall obligate Company to

permit the continuation of any recording session to be held in connection with
Master Recordings hereunder, if Company anticipates that the Master
Recordings being recorded will not be satisfactory.

6. Advances And Royalties.

Conditioned upon your full and faithful performance of all of the terms
and conditions hereof, Company shall pay to you with respect to the

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 exploitation of Records hereunder a royalty of twenty percent (20%) of the
Suggested Retail List Price for top-line Albums sold through Normal Retail
Channels in the United States, as computed, calculated and reduced including,
without limitation, reductions for containers, free goods, mid. price and budget
price categories and foreign sales, pursuant to Company’s Agreement with its
distributor. “Net royalties and advances” shall mean the gross royalties and
advances received by Company less all Recording Costs, advances payable to
the individual producer of the Masters, video production costs, tour support
payments, promotion and publicity expenses, Demo recording costs, payments
to third parties in connection with the exploitation of rights, and any other costs
or expenses incurred by Company in connection with the production,
promotion, or exploitation of the Masters and Records derived therefrom
hereunder.

7. Prior Master Recordings.

You hereby acknowledge and agree that all Master Recording

recorded by you prior to the date of this Agreement shall be deemed Master
Recordings (the “Prior Masters”) made hereunder for all purposes. A list of all
Prior Recordings is listed on Schedule A attached to this Agreement.

8. Grant Of Rights.

(a) All Master Recordings recorded hereunder, including, without

limitation, the Prior Masters, from the inception of recording thereof, and all
Records manufactured therefrom, together with the performances embodied
thereon, shall be the sole property of Company (or its designee) throughout
the universe, free from any claims whatsoever by you or any other Person; and
Company shall have the exclusive right to copyright such Master Recordings in
its name as the owner and author thereof and to secure any and all renewals
and extensions of such copyright. The product of all Persons rendering services
in connection with the recording of such Master Recordings, including you, shall
be deemed “works made for hire” for specific inclusion in a compilation work of
Company. If such product is determined not to be a “work made for hire” then
you hereby assign all rights, including without limitation the copyright in the
Master Recordings, to Company.

(b) Without limiting the generality of the foregoing, Company and

any Person authorized by Company shall have the unlimited right, throughout
the universe, to manufacture Records by any method now or hereafter known,
derived from the Master Recordings made hereunder, and to sell, market,
transfer or otherwise deal in the same under any trademarks, trade names and
labels, or to refrain from such manufacture, sale and dealing.

(c) Company and any Person authorized by Company each shall

have the exclusive right throughout the universe, and may grant to others the
right, to reproduce, print, publish, or disseminate in any medium your name,
portraits, pictures, likenesses and biographical material concerning you, as
news or information, or for the purposes of trade, or for advertising purposes
in connection with the sale and distribution of the Master Recordings; provided,
however, that no direct endorsement by you of any product or service shall be
used without your prior written consent. During the Term of this Agreement,
you shall not authorize any Party other than Company to use your name or

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likeness in connection with the advertising or sale of Records. As used in this
Agreement, “name” shall include any professional names.

(d) Company and any Person authorized by Company each shall

have the exclusive right throughout the universe during the Term of this
Agreement and thereafter as required pursuant to the Distribution Agreement,
and may grant to others the right, to create, maintain and host any and all
websites relating to the Artist and to register and use the Artist’s name and any
variations thereof which embody the Artist’s name as Uniform Resource
Locators (or “URL’s”), addresses or domain names for each website created by
Company in respect of the Artist; all such websites and all rights thereto and
derived therefrom shall be Company’s property.

9. Royalty Accountings.

(a) Company shall compute and pay royalties due you hereunder
within thirty (30) days after Company has received accountings and payments
from its distributor. Notwithstanding the foregoing, Company shall not be
obligated to pay any share of recording funds or recording advances until thirty
(30) days after delivery by Company and acceptance by the Distributor of the
applicable Masters. Company may deduct from any royalty or other payment
due to you under this Agreement any Advance against royalties, any charges
or other sums recoupable hereunder from royalties, and any amount you may
owe Company under this Agreement or otherwise.

(b) For accounting purposes, foreign sales shall be deemed to occur

in the same semi-annual accounting periods in which Company’s Licensees
account to Company therefor. If Company is unable, for reasons beyond its
control, to receive payment for such sales in United States Dollars in the United
States of America, royalties therefor shall not be credited to your account
during the continuance of such inability; if any accounting rendered to you
hereunder during the continuance of such inability requires the payment of
royalties to you, Company will, at your request and if Company is able to do
so, deposit such royalties to your credit in such foreign currency in a foreign
depository, at your expense.

(c) At any time within two (2) years after any royalty statement is
rendered to you hereunder, you shall have the right to give Company written
notice of your intention to examine Company’s books and records with respect
to such statement. Such examination shall be commenced within three (3)
months after the date of such notice, at your sole cost and expense, by any
certified public accountant designated by you, provided he is not then engaged
in an outstanding examination of Company’s books and records on behalf of a
Person other than you. Such examination shall be made during Company’s
usual business hours at the place where Company maintains the books and
records which relate to you and which are necessary to verify the accuracy of
the statement or statements specified in your notice to Company and your
examination shall be limited to the foregoing. Your right to inspect Company’s
books and records shall be only as set forth in this paragraph 9(c) and Company
shall have no obligation to produce such books and records more than once
with respect to each statement rendered to you.

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 (d) Unless notice shall have been given to Company as provided in
paragraph 9(c) hereof, each royalty statement rendered to you shall be final,
conclusive and binding on you and shall constitute an account stated. You shall
be foreclosed from maintaining any action, claim or proceeding against
Company in any forum or tribunal with respect to any statement or accounting
rendered hereunder unless such action, claim or proceeding is commenced
against Company in a court of competent jurisdiction within three (3) years
after the date such statement or accounting is rendered.

(e) You acknowledge that Company’s books and records contain

confidential trade information. Neither you nor your representatives will
communicate to others or use on behalf of any other person any facts or
information obtained as a result of such examination of Company’s books and
records.

10. Warranty And Indemnification.

(a) You warrant and represent that:

(i) You are under no disability, restriction or prohibition,

whether contractual or otherwise, with respect to (A) your right to enter into
this Agreement, and (B) your right to grant the rights granted to Company
hereunder, to perform each and every term and provision hereof, and to record
each and every Composition hereunder;

(ii) Company shall not be required to make any payments of

any nature for, or in connection with, the acquisition, exercise or exploitation
of rights by Company pursuant to this Agreement, except as specifically
provided in this Agreement;

(iii) You are or will become and will remain to the extent
necessary to enable the performance of this Agreement, a member in good
standing of all labor unions or guilds, membership in which may be lawfully
required for the performance of your services hereunder;

(iv) Neither the “Materials” nor any use of the Materials by

Company will violate or infringe upon the rights of any Person. “Materials” as
used in this subparagraph means any musical, artistic and literary materials,
ideas and other intellectual properties, furnished by you and contained in or
used in connection with any Recordings made hereunder or the packaging, sale,
distribution, advertising, publicizing or other exploitation thereof;

(v) There are now in existence no prior recorded

performances by you unreleased within the United States of America and
elsewhere in the world; and

(vi) All of your representations and warranties shall be true

and correct upon execution hereof and upon delivery of each Master Recording
hereunder, and shall remain in effect in perpetuity. Company’s acceptance of
Master Recordings or other materials hereunder shall not constitute a waiver of
any of your representations, warranties or agreements in respect thereof.

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 (b) (i) During the Term of this Agreement, you will not enter into
any agreement which would interfere with the full and prompt performance of
your obligations hereunder, and you will not perform or render any services for
the purpose of making Records or Master Recordings for any Person other than
Company. After the expiration of the Term of this Agreement, for any reason
whatsoever, you will not perform any Composition which shall have been
recorded hereunder for any Person other than Company for the purpose of
making Records or Master Recordings prior to the date five (5) years
subsequent to the date of delivery of the Master containing such Composition
or two (2) years subsequent to the expiration date of the Term of this
Agreement, whichever is later; and

(ii) You will not at any time record, manufacture, distribute

or sell, or authorize or knowingly permit your performances to be recorded by
any party for any purpose without an express written agreement prohibiting
the use of such Recording on Records in violation of the foregoing restrictions.

(c) In the event that you shall become aware of any unauthorized
recording, manufacture, distribution or sale by any third party contrary to the
foregoing re-recording restrictions, you shall notify Company thereof and shall
cooperate with Company in the event that Company commences any action or
proceeding against such third party.

(d) You will at all times indemnify and hold harmless Company and
any Licensee of Company from and against any and all claims, damages,
liabilities, costs and expenses, including legal expenses and reasonable counsel
fees, arising out of any alleged breach or breach by you of any warranty,
representation or agreement made by you herein. You will reimburse Company
and/or its Licensees on demand for any payment made at any time after the
date hereof in respect of any liability or claim in respect of which Company or
its Licensees are entitled to be indemnified. Upon the making or filing of any
such claim, action or demand, Company shall be entitled to withhold from any
amounts payable under this Agreement such amounts as are reasonably related
to the potential liability in issue. You shall be notified of any such claim, action
or demand and shall have the right, at your own expense, to participate in the
defense thereof with counsel of your own choosing; provided, however, that
Company’s decision in connection with the defense of any such claim, action or
demand shall be final.

11. Definitions.

As used in this Agreement, the following terms shall have the meanings
set forth below:

(a) “Master Recordings” or “Masters” - each and every Recording of

sound, whether or not coupled with a visual image, by any method and on any
other substance or material, whether now or hereafter known, which is used in
the recording, production, transmission and/or manufacture of Records.

(b) “Person” and “Party” - any individual, corporation, partnership,

association or other organized group of persons or legal successors or
representatives of the foregoing.

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 (c) “Records” - all forms of reproductions, now or hereafter known,
manufactured, transmitted or distributed primarily for home use, school use,
juke box use, or use in means of transportation, embodying (i) sound alone; or
(ii) sound coupled with visual images.

(d) “Advance” - amount recoupable by Company from royalties to be

paid to you or on your behalf pursuant to this Agreement.

(e) “Composition” - a single musical composition or medley,

irrespective of length, including all spoken words and bridging passages.

(f) “Recording Costs” - all payments to vocalists, musicians,

arrangers, conductors, orchestrators, producers, and copyists in connection
with the recording of the Master Recordings made hereunder, and all union
scale payments required to be made to you in connection with your recording
services hereunder, together with payroll taxes thereon, payments based on
payroll to any labor organization or designee thereof, advances and/or fees to
the producer of the Master Recordings (it being understood that no separate
fee or advance shall be payable to you for any producing services in connection
with the Master Recordings), the cost of cartage and rental of instruments for
such recording sessions, studio costs, transportation costs, hotel and living
expenses incurred in connection with the preparation and attendance of
performers, the individual producers, musicians and other essential personnel
at recording sessions, tape, editing and other similar costs in connection with
the production of the final tape master and the lacquer master, and all other
costs generally and customarily recognized as recording costs in the industry.

(g) “Album” - one (1) long-playing Record, in any configuration, of

at least forty (40) minutes in playing time.

(h) “Single” - a Record embodying thereon not more than two (2)
Master Recordings.

(i) “Licensees” - includes, without limitation, any Distributor and all

subsidiaries, wholly or partly owned, and other divisions of Company and any
of Company’s licensees.

(j) “Delivered” or “Delivery” - the actual receipt by Company of fully

mixed, edited and mastered Master Recordings satisfactory to Company and
ready for Company’s manufacture of Records, and all necessary licenses,
consents and approvals.

(k) “Controlled Composition” - a Composition embodied in a Master

Recording recorded or released hereunder, which Composition (i) is written or
composed, in whole or in part, by you or (ii) is owned or controlled, in whole or
in part, directly or indirectly, by you or by any Person in which you have a direct
or indirect interest.

12. Suspension And Termination.

(a) If your voice or your ability to perform as an artist becomes

materially impaired, or if you fail, refuse, neglect or are unable to comply with
any of your material obligations hereunder (including, without limitation, failure

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to timely fulfill your recording commitment) then, in addition to any other rights
or remedies which Company may have, Company shall have the right,
exercisable at any time by notice to you: (i) to terminate this Agreement
without further obligation to you as to unrecorded Master Recordings, or (ii) to
extend the then current Contract Period of the Term for the period of such
default plus such additional time as is necessary so that Company shall have
no less than ninety (90) days after completion of your recording commitment
or the fulfillment of any other material obligation within which to exercise its
option, if any, for the next following Contract Period. Company’s obligations
hereunder shall be suspended for the duration of any such default.

(b) If, because of an act of God, inevitable accident, fire, lockout,

strike or other labor dispute, riot or civil commotion, act of public enemy,
enactment, rule, order or act of any government or governmental
instrumentality (whether federal, state, local or foreign), failure of technical
facilities, failure or delay of transportation facilities, illness or incapacity of any
performer or producer, or other cause of a similar or different nature not
reasonably within or Company’s control, Company is materially hampered in
the recording, manufacture, distribution or sale of Records, or Company’s
normal business operations become commercially impractical, then, without
limiting Company’s rights, Company shall have the option by giving you notice
to suspend the Term of this Agreement for the duration of any such contingency
plus such additional time as is necessary so that Company shall have no less
than thirty (30) days after the cessation of such contingency in which to
exercise its option, if any, for the next following option period. Any such
extension of the then current Contract Year due to any cause set forth in this
Paragraph 12(c) which involves only Company shall be limited to a period of
six (6) months.

13. Mechanical Licenses.

All Controlled Compositions are hereby licensed to the Company for the
US and Canada at a rate (the “Controlled Rate”) equal to 75% of the minimum
statutory or other corresponding rate (i.e., without regard to the so-called “long
song formula”) which is in effect for the applicable country on the contractual
date for delivery of the fist master embodying the applicable Controlled
Composition. A maximum mechanical royalty per record, inclusive of
mechanical royalties payable with respect to non-Controlled Compositions, of 2
times, 3 times 5 times and 10 times the Controlled Rate for a single Controlled
Composition for all songs on each Single, 12 – inch Single, EP and LP,
respectively. Any amounts that the Company must pay in excess of the
applicable configurations caps shall be fully deductible from all any royalties
payable to you under this Agreement. Mechanical royalties shall only be
payable on net sales of records for which record royalties are payable. No
copyright fees shall be payable for the use of Controlled Compositions on
videos. On multiple versions of the same Controlled Composition in any record,
mechanicals shall be payable on one version only. No mechanical royalties are
payable on Controlled Compositions comprised on non-musical material (i.e.,
spoken word) or on Controlled Compositions of less than two minutes in
duration.

14. Legal And Equitable Relief.

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 You acknowledge that your services hereunder, as well as the Master
Recordings recorded and the rights and privileges granted to Company under
the terms hereof, are of a special unique, unusual, extraordinary and
intellectual character which gives them a peculiar value, and that, in the event
of a breach by you of any material term, condition, representation, warranty or
covenant contained herein, Company will be caused irreparable injury and
damage. You expressly agree that in the event of any breach or threatened
breach by you of the terms of this Agreement, Company shall be entitled,
without the necessity of proving actual damages or posting a bond or other
security and in addition to any other remedies that may be available in an action
at law, to temporary and permanent injunctive relief, including specific
performance of the terms of this Agreement.

15. Assignment.

Company may assign this Agreement to any third party or to any

subsidiary, affiliated or controlling corporation or to any Person owning or
acquiring a substantial portion of the stock or assets of Company. Company
may also assign its rights hereunder to any of its Licensees to the extent
necessary or advisable in Company’s sole discretion to implement the license
granted. You may not assign this Agreement or any of your rights hereunder
and any such purported assignment shall be void ab initio.

16. Notices.

Except as otherwise specifically provided herein, all notices hereunder

shall be in writing and shall be given by registered or certified mail or telegraph
(prepaid), at the respective addresses hereinabove set forth, or such other
address or addresses as may be designated by either party. Such notices shall
be deemed given when mailed or delivered to a telegraph office, except that
notice of change of address shall be effective only from the date of its receipt.

17. Failure Of Performance.

The failure by either party to perform any of its respective obligations

hereunder shall not be deemed a breach of this Agreement unless the other
party gives written notice to the breaching party of such failure to perform and
such failure is not corrected within thirty (30) days from and after breaching
party’s receipt of such notice, or, if such breach is not reasonably capable of
being cured within such thirty (30) day period, breaching party does not
commence to cure such breach within such thirty (30) day period and proceed
with reasonable diligence to complete the curing of such breach thereafter.

18. Merchandising.

You hereby grant to Company and its Licensees the exclusive right,
throughout the universe, to use and authorize the use of your name, portraits,
pictures, likenesses and biographical material, either alone or in conjunction
with other elements, in connection with the sale, lease, licensing or other
disposition of merchandising rights. For the rights granted by you to Company
in this paragraph, Company shall pay to you a royalty of thirty-five (35%)
percent of Company’s net royalty receipts derived from the exploitation of such

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rights, after deducting all costs and third party payments relating thereto; and
such royalty shall be accounted to you in the manner otherwise provided herein.

19. Videos.

(a) Company shall have the right to require you to perform at such
times and places as Company designates for the production of films or
videotapes featuring your performances of Compositions embodied on Master
Recordings recorded hereunder that is released as a “single” (hereinafter
“Videos”). You shall have reasonable approval over the concept, budget and
director of each Video. In the event of a disagreement between you and
Company, Company’s decision shall be final. Company shall be the exclusive
owner throughout the universe and in perpetuity of such Videos and all rights
therein, including all copyrights and renewal of copyrights, and shall have all of
the rights with respect thereto which are set forth in paragraph 8 above,
including without limitation, the right (but not the obligation) to use and exploit
such Videos in any and all forms.

(b) All sums paid by Company in connection with the production of

Videos shall constitute Advances to you which are recoupable from royalties
payable to you pursuant to this Agreement. All sums paid by Company’s
licensee in connection with the production of Videos shall be recoupable
hereunder.

(c) As to the exploitation of the Videos by Company’s licensees,

Company shall credit your account with fifty (25%) percent of Company’s net
receipts attributable to the Videos. “Net receipts” shall mean all amounts
received by Company less any amount which Company pays in connection with
the exploitation of the Videos, including payments to publishers, labor
organizations, shipping and duplication costs, and distribution fees. Your share
of Company’s net receipts shall be inclusive of any compensation for the use of
any Controlled Compositions contained in the Videos.

20. Co-Publishing.

(a) (i) You hereby irrevocably and absolutely assign, convey and
set over to Company an undivided fifty (50%) percent interest in the worldwide
copyright (and all renewals and extensions thereof) and all other rights in and
to each Controlled Composition.

(ii) Company shall be the exclusive administrator of all rights

in and to each such Controlled Composition, and it shall be entitled to exercise
any and all rights with respect to the control, exploitation and administration
of the Controlled Composition, including without limitation, the sole right to
grant licenses, collect all income and to use the name, likeness and biographical
material of each composer, lyricist and songwriter hereunder in connection with
each applicable Controlled Composition for the full term of copyright (including
all renewals and extensions thereof) in and to each Controlled Composition;
and

(iii) You represent and warrant that the Controlled Compositions

are original and do not infringe upon or violate the rights of any other Person
and that you have the full and unencumbered right, power and authority to

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grant to Company all of the rights herein granted to Company. You hereby
indemnify Company against any loss, damage or expense (including reasonable
attorneys’ fees) in respect of any claims, demands, liens or encumbrances.
Company shall have the benefit of all warranties and representations given by
the writer of the Controlled Compositions.

(b) From all royalties earned and received by Company in the United
States of America from the exploitation of the Controlled Compositions
throughout the world (the “Gross Receipts”), Company shall:

(i) deduct and retain for its own account an administration

fee of fifteen (15%) percent of the Gross Receipts;

(ii) deduct and retain all out-of-pocket costs incurred by

Company in connection with the exploitation, administration and protection of
the Controlled Compositions;

(iii) deduct and pay royalties payable to the writers of the

Controlled Compositions (which you warrant and represent shall not exceed
fifty (50%) percent of the Gross Receipts); and

(iv) pay to you an amount equal to fifty percent (50%) of the

balance remaining after deducting the aggregate sums set forth in
subparagraphs (b)(i), (ii) and (iii) above, and the remaining fifty percent (50%)
thereof shall be retained by Company for its sole use and benefit.

(c) Accountings for such royalties shall be rendered semi-annually

subject to all the terms and provisions of paragraph 9 hereof.

(d) Any assignment made of the ownership or copyright in, or right

to license the use of, any Controlled Compositions referred to in this paragraph
shall be made subject to the provisions hereof. The provisions of this paragraph
are accepted by you, on your own behalf and on behalf of any other owner of
any Controlled Compositions or any rights therein.

(e) You shall promptly provide Company with a copy of your

songwriter agreement with the writer of each Controlled Composition or such
other agreement evidencing your rights in and to such Controlled Composition,
and you shall provide Company with copies of such agreements with respect to
Controlled Compositions not yet created promptly after their creation.

(f) You shall execute and deliver to Company any documents

(including without limitation, assignments of copyright) which Company may
require to vest in Company and/or its designees, the copyright and other rights
herein granted to Company in respect to each Controlled Composition. If you
shall fail to promptly execute such document, you hereby irrevocably grant to
Company a power of attorney to execute such document in your name.

21. Touring Activities.

Artist agrees that throughout the Term, Company shall be Artist’s

exclusive promoter in connection with touring as well as any “one-off” concerts,
shows or other performances whether open to the public or not throughout the

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world. Artist shall pay Company twenty percent (20%) of Net Touring Income.
Net Touring Income is defined as gross income payable to Artist or on Artist’s
behalf in connection with each live performance less all costs which are
customarily considered “show costs” in the U.S. concert touring business and
actually paid by Artist, including agent fees, rent, security, stagehands,
marketing/advertising (calculated at net, reasonable within industry standards
and no higher than those attributable to similarly-situated artists), catering,
liability insurance maintained by Artist or an Artist controlled entity pursuant to
a policy mutually approved by Company (which shall in all events name
Company as an additional insured), performing rights or copyright society
licensing rights and any other bona fide costs not contemplated in the foregoing
clause but which you and Company reasonably determine should be deducted
from gross income payable to Artist. Artist shall instruct all third parties to
account directly to Company for its share of Net Touring Income due hereunder
and in the event that any such third party fails or refuses to so account, Artist
shall account to Company for its share of Net Touring Income within ten (10)
days of Artist’s receipt of such monies. For the avoidance of doubt, Artist shall
not be entitled to any share of Company’s income as the promoter of any such
performances, concerts or tours.
22. Passive Income Participation.

During the Term hereof, Artist shall cause all relevant third parties to
pay to Company via irrevocable letter of direction a royalty of thirty percent
(30%) of Artist's "Net Royalty Receipts" (as defined below) derived from the
exploitation of Artist's services in connection with all entertainment-related
endeavors, including but not limited to the following ("Covered Revenues"),
provided that such percentage shall be inclusive of any participation by
Distributor: (i) services rendered by the Artist as an actor or performer (in any
and all media, including without limitation motion picture and television), (ii)
live performance and concert engagements (including public stage
performances of at kinds, web-casts, sponsorships, television or cable
broadcasts, payper-view broadcasts, one-nighters, concert tours and the like.)
(iii) non-fiction books, magazines and other nonfiction publishing materials, (iv)
games, including, without limitation, video games; and (v) the use or
exploitation of Artist's name, voice or likeness and/or logos on merchandise,
endorsements, sponsorships strategic partnerships and the like in any manner
whatsoever. Such royalty shall be accounted to Company within thirty (30)
days in the manner otherwise provided herein. "Net Royalty Receipts", as used
in this paragraph shall mean the gross sums actually received by or credited to
Artist in connection with Covered Revenues. Covered Revenues shall not
include any sums received by Artist of which Company receives a percentage
elsewhere in this Agreement.

23. Approvals.

Wherever in this Agreement your or Company’s approval or consent is

required, such approval or consent shall not be unreasonably withheld.
Company may require you to formally give or withhold such approval or consent
by giving you written notice requesting same and by furnishing you with the
information or material in respect of which such approval or consent is sought.
You shall give Company written notice of approval or disapproval within five (5)
days after such notice. You shall not hinder nor delay the scheduled release of
any record hereunder. In the event of disapproval or no consent, the reasons

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therefor shall be stated. Failure to give such notice to Company as aforesaid
shall be deemed to be consent or approval.

23. Miscellaneous.

(a) This Agreement contains the entire understanding of the parties

hereto relating to the subject matter hereof and cannot be changed or
terminated except by an instrument signed by the parties. A waiver by either
party of any term or condition of this Agreement in any instance shall not be
deemed or construed as a waiver of such term or condition for the future, or of
any subsequent breach thereof. All remedies, rights, undertakings, obligations,
and agreements contained in this Agreement shall be cumulative and none of
them shall be in limitation of any other remedy, right, undertaking, obligation
or agreement of either party. The headings of the paragraphs hereof are for
convenience only and shall not be deemed to limit or in any way affect the
scope, meaning or intent of this Agreement or any portion thereof.

(b) It is understood and agreed that in entering into this Agreement,

and in rendering services pursuant thereto, you have, and shall have, the status
of an independent contractor and nothing herein contained shall contemplate
or constitute you as Company’s employee or agent.

(c) Those provisions of any applicable collective bargaining

agreement between Company and any labor organization which are required,
by the terms of such agreement, to be included in this Agreement shall be
deemed incorporated herein.

(d) The validity, interpretation and legal effect of this Agreement

shall be governed by the laws of the State of New York applicable to contracts
entered into and performed entirely within the State of New York. The New
York courts, only, will have jurisdiction of any controversies regarding this
Agreement; and, any action or other proceeding which involves such a
controversy will be brought in the courts located within the County and State
of New York, and not elsewhere. Any process in any action or proceeding
commenced in the courts of the State of New York arising out of any such claim,
dispute or disagreement, may, among other methods, be served upon you by
delivering or mailing the same, via registered or certified mail, addressed to
you at the address first above written or such other address as you may
designate pursuant to paragraph 16 hereof. Any such delivery or mail service
shall be deemed to have the same force and effect as personal service within
the State of New York.

(e) You warrant and represent that you have been advised with
respect to the negotiation and execution of this Agreement to seek counsel
from an independent attorney of your own choice and have done so.

(f) If any part of this Agreement shall be determined to be invalid

or unenforceable by a court of competent jurisdiction or by any other legally
constituted body having jurisdiction to make such determination, the remainder
of this Agreement shall remain in full force and effect.

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above-written.

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