4. Controlled Compositions:

a. Each musical composition embodied in a master which is written or owned, in whole or in part, by you or any entity owned or controlled by you is referred to herein as a “Controlled Composition.” We and our licensees, distributors, assignees and designees may use and reproduce each such Controlled Composition on records released in the United States and Canada at a rate per selection equal to seventy-five percent (75%) of the minimum statutory rate (without regard to playing time) or the equivalent prevailing industry rate in effect on the date of delivery of the first master embodying the Controlled Composition concerned. The foregoing rates shall be subject to an overall maximum of ten (10) times such rate for an album, two (2) times such rate for a single, three (3) times such rate for a longplay single and five (5) times such rate for an extended-play phonograph record. The foregoing provisions are hereby deemed to be full compliance of all obligations to you and/or any entity that owns or controls your Controlled Compositions under applicable copyright law including, without limitation, any compulsory license provisions and with respect to mechanical royalties due from any use of any Controlled Composition. If any composition embodied in a master is not written in whole by you and if we are required to pay mechanical royalties to any third party with respect to any use of any such composition in excess of the foregoing rates, we shall have the right, at our election to demand reimbursement from you of the amount of such excess mechanical royalties (and you shall immediately make such reimbursement) and/or we may deduct the amount of such excess mechanical royalties from any payments due to you.

b. Notwithstanding anything to the contrary contained herein, until you enter into a publishing deal with a third party publisher, we will be the exclusive administrator of the copyrights in the Controlled Compositions and will license the Controlled Compositions for the same uses as we license the masters pursuant to paragraph 3.a. above. If we are successful in licensing any Controlled Composition, we will be automatically assigned a fifty percent (50%) undivided interest in the copyright in such Controlled Composition perpetually, irrevocably throughout the universe and all extensions and renewals thereof. We will administer rights in such Controlled Composition and pay you seventy-five (75%) of all net receipts derived from such Controlled Composition (i.e., income received less actual out-of-pocket expenses incurred in the exploitation of such Controlled Composition and the acquisition of such income). Your aforesaid share is inclusive of all monies payable to with respect to all writers of the Controlled Composition.

5. Videos: Upon our request and subject to your prior professional commitments, you agree to perform in videos incorporating the masters. The producer, director, budget and master for each video will be subject to our approval. We will pay all costs of videos subject to a budget approved by us. We shall own all videos and the copyrights in the videos including, without limitation, the sole and exclusive right to use, license or otherwise exploit the videos for any purpose including for promotional uses, subject to our payment to you of the Artist Net Receipts Share (as defined in paragraph 7 below) in respect of any sales and other exploitations of such videos and otherwise subject to the same terms which would otherwise apply to sales and other exploitations of masters, albums and other records. With respect to such commercial uses, you will provide us with synchronization and mechanical licenses for all Controlled Compositions and other material contained in such videos (including, without limitation, musical compositions that are not Controlled Compositions), and accordingly you hereby acknowledge that the Artist Net Receipts Share is inclusive of any and all synchronization and mechanical royalties payable with respect thereto. With respect to promotional uses, you will provide us with free synchronization and mechanical licenses for all Controlled Compositions and other material contained in such videos (including, without limitation, musical compositions that are not Controlled Compositions). If we are required to pay synchronization or mechanical royalties to any third party with respect to any use of any video, we shall have the right, at our election to demand reimbursement from you of the amount of such synchronization or mechanical royalties (and you shall immediately make such reimbursement) and/or we may deduct the amount of such synchronization or mechanical royalties from any payments due to you.

6. Promotional Activities: From time to time, at our request, and subject to your prior professional commitments, you shall appear at photographic sessions in connection with the creation of artwork, poster and cover art to be used in connection with the advertising, marketing and promotion of masters, albums, other records and/or videos, appear for interviews with representatives of the press and our publicity personnel, and advise and consult with us regarding your performances. At our request and subject to your prior professional commitments, you shall make personal appearances on radio and television and elsewhere and to record taped interviews, spot announcements, and trailers, all for the purpose of advertising, exploiting and/or promoting masters, albums, other records and/or videos. You shall not be entitled to any compensation for such services but we shall either promptly reimburse you or advance you the costs of reasonable travel and living expenses incurred by you pursuant to a budget approved by us in advance in connection with your rendition of services rendered at out direction under this paragraph 6.

7. Royalties: You shall be paid an amount equal to fifty percent (50%) of our Net Receipts with respect to sales and other exploitations of masters, albums, other records and videos (the “Artist Net Receipts Share”). “Net Receipts” means amounts actually received by us less all recording costs and other recoupable charges including, without limitation, all direct, out-of-pocket costs paid to third parties and/or expenses paid or incurred by us for the recording, manufacture, production, sale, distribution, marketing, promotion, publicity, advertising, and exploitation of masters, records and videos including, without limitation, any monies payable, or becoming payable to or otherwise associated with any third party licensors, producers, music placement and agency firms, mixers, engineers, copyright proprietors, mechanical royalties and unions, all artwork creation costs associated with the masters, albums and other records and all other artwork, reproduction and packaging costs; and less any customer, licensee and/or affiliate returns, adjustments, settlements, allowances, discounts, rebates, deductions for bad debt and credits.

8. Accounting:

a. We shall account to you semiannually within ninety (90) days after June 30 and December 31 of each year. We will only be required to account and pay with respect to amounts actually received by us in the U.S. in U.S. dollars. We shall maintain true and complete books and records concerning the exploitation of masters recorded under this Agreement. You or an independent certified public accountant on your behalf may, at your own expense, examine those books and records solely for the purpose of verifying the accuracy of royalties sent by us, only during our normal business hours and only upon reasonable written notice, but not more frequently than once each year and no more frequently than once for any particular royalty statement. Our books and records relating to a particular royalty statement or other accounting may be examined only within two (2) years after the date we send you such statement. Neither you nor any third party on your behalf or deriving rights from or through you shall maintain any legal action against us in respect of any royalty statement unless such action, suit or proceeding is commenced against us in a court of competent jurisdiction within one (1) year after the end of the aforementioned two (2) year period.

b. We may enter into one or more distribution agreements for the exploitation of the masters, albums, other records and videos (each a “Distribution Agreement”). You hereby acknowledge that our books and records may consist only of statements rendered to us pursuant to a Distribution Agreement. Neither you nor any third party on your behalf or deriving rights from or through you shall have any right to audit or examine the books or records of any third party rendering statements to us, but we shall use reasonable efforts to cause each such third party to permit you to participate in any audit or examination of such third party’s books and records which we conduct. In connection with the foregoing, we shall notify you of each audit or examination of such third party’s books and records which we conduct to the extent such audit or examination concerns potential claims for the underpayment of royalties under the Distribution Agreement. Upon your request, we shall furnish to you copies of statements rendered to us by a third party pursuant to a Distribution Agreement.

9. Boilerplate Terms:

a. Your Warranties, Representations and Indemnifications: You hereby warrant, represent and agree that:

i. you are not under any disability, restriction or prohibition, either contractual, by force of any applicable law or otherwise, with respect to your ability to enter into and sign this Agreement or to fully perform all of its terms and conditions;

ii. the masters and your performances embodied thereon were not and shall not be produced in accordance with the rules and regulations of the American Federation of Musicians or the American Federation of Television and Radio Artists or other unions and in the event any master or performances thereon are produced within the jurisdiction of any union, in addition to all other remedies we may have against you, we shall have the right to charge against any payments due to you any Music Performance Trust Fund or Special Payment Fund or other union required payments becoming payable by reason thereof;

iii. neither the “Materials” nor our use of the Materials will violate or infringe upon the rights of any third party. “Materials” 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;

iv. you will indemnify and hold us harmless from and against any damages, costs, expenses and/or fees (including attorneys’ fees) paid by or on behalf of us in any claim, suit or proceeding instituted by or against us in which any assertion is made which is inconsistent with any warranty or representation made by you;

v. you have consulted with or had the opportunity to consult with an independent, experienced attorney in connection with this Agreement or chose not to do so and signed this Agreement without the benefit of an attorney and you hereby indemnify us in connection therewith;

vi. you are not a California resident. If (and only if) you become a California resident, you shall promptly notify us of such residency and the following paragraphs shall apply to you:

A. The amount of the compensation paid to you under this Agreement shall not be less than the “Designated Dollar Amount” (as defined in paragraph 9.a.vi.C. below) per Fiscal Year. “Fiscal Year” as used in this paragraph 9.a.vi.A. means the annual period beginning on the date first written above, and each subsequent annual period through the seventh such annual period, during the Term.

B. If you have not received compensation equal to the Designated Dollar Amount under this Agreement for a Fiscal Year, we shall pay you the amount of the deficiency before the end of that Fiscal Year; at least forty (40) days before the end of each Fiscal Year you shall notify us if you have not received compensation equal to the Designated Dollar Amount under this Agreement for that Fiscal Year, and of the amount of the deficiency. Each such payment shall constitute an advance and shall be applied in reduction of any and all payments due or becoming due to you. We may not withhold or require you to repay any payment made to you pursuant to or subject to this paragraph 9.a.vi.B.

C. As used in this paragraph 9.a.vi. the “Designated Dollar Amount” shall be:

xx. Nine Thousand Dollars ($9,000) for the first Fiscal Year of this Agreement;

yy. Twelve Thousand Dollars ($12,000) for the second Fiscal Year of this Agreement; and

zz. Fifteen Thousand Dollars ($15,000) for each of the third through seventh Fiscal Years of this Agreement.

D. If in any Fiscal Year the aggregate amount of the compensation paid to you under this Agreement exceeds the Designated Dollar Amount, such excess compensation shall apply to reduce the Designated Dollar Amount for any subsequent Fiscal Years.

E. You hereby acknowledge that this paragraph 9.a.vi. is included to avoid compromise of our rights (including our entitlement to injunctive relief) by reason of a finding of applicability of California law, but does not constitute a concession by us that California law is actually applicable.

b. Our Warranties, Representations and Indemnifications: We hereby warrant, represent and agree that:

i. we are not under any disability, restriction or prohibition, either contractual, by force of any applicable law or otherwise, with respect to our ability to enter into and sign this Agreement or to fully perform all of its terms and conditions; and

ii. we will indemnify and hold you harmless from and against any damages, costs, expenses, fees (including attorneys’ fees) paid by or on behalf of you in any claim, suit or proceeding instituted by or against you in which any assertion is made which is inconsistent with any warranty or representation made by us.

c. Confidentiality: All non-public documents, materials and/or information relating to us and/or any of our businesses, submitted to or learned by you in connection with this Agreement will at all times remain confidential and will not be used by you except only as necessary to perform your obligations as described in this Agreement. In addition, you may not disclose the contents of this Agreement except to your legal and/or financial advisors on a “need-to-know” basis.

d. Independent Contractor: This Agreement does not create, nor will be construed to create, a partnership or joint venture between you and us. You are and will remain an independent contractor in your relationship to us. We are not responsible for withholding taxes with respect to your earnings hereunder. You have no claim against us for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

e. Binding Effect: This Agreement is accepted by and/or on behalf of and is binding upon any entity controlled by you.

f. Assignment: We shall have the right to assign this Agreement or any of our rights, in whole or in part, or to delegate any of our obligations, in whole or in part, to any record distributor; any subsidiary, affiliate, or related company, any company related to a record distributor, and/or any person or entity owning or acquiring a substantial portion of a record distributor's stock or assets or into which or with which a record distributor or we might merge or consolidate or form a joint venture. You shall not have the right to assign this Agreement or any of your rights or to delegate any of your obligations hereunder except to a so-called “loan-out” or furnishing entity that is wholly owned by you provided, however, that notwithstanding any such assignment, you shall remain primarily liable for all of your obligations under this Agreement.

g. Breach and Cure:

i. As a condition precedent to any claim by either Party that the other Party is in breach of any obligation contained in this Agreement, the Party claiming the breach must notify the other Party in writing of the specific facts upon which it is claimed that the other Party is in breach and of the specific obligation which it is claimed was breached, and the allegedly-breaching Party is allowed a period of thirty (30) days after receipt of such notice within which to cure such breach. If any breach or alleged breach is cured within such thirty (30) day period such breach or alleged breach is deemed to have never occurred.

ii. A waiver by us of any breach of this Agreement by you or of any other provision of this Agreement, in any instance, will not be deemed or interpreted as a waiver of that same breach of this Agreement by you in the future or of any other breach of this Agreement by you or of any other provision of this Agreement or of any rights or remedies that we may pursue at any time, all of which are hereby expressly reserved.

iii. You expressly acknowledge that your services are special, unique, irreplaceable and extraordinary, which gives these services a particular, unique value, and that any breach or threatened breach by you of any term, condition, warranty or representation contained herein will cause immediate, irreparable injury to our reputation and goodwill in the recorded music industry, and other immediate and irreparable harm which cannot be adequately compensated for by a money judgment and we are entitled to injunctive and other equitable relief, as permitted by law, to prevent any breach or threatened breach of this Agreement by you, in addition to any other rights or remedies, for damages or otherwise, available to us.

iv. A. Each of the following shall constitute an event of default hereunder:

xx. Your voice and/or playing ability is impaired for a period in excess of ninety (90) consecutive days as determined by a physician reasonably designated by us or you cease to seriously pursue your career as a recording artist or you attempt to assign this Agreement other than as permitted hereunder;

yy. You begin a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or consent to the entry of an order for relief in any involuntary case under such law or consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee or sequestrator (or similar appointee) of you or any substantial part of your property or you make an assignment for the benefit of creditors or take any act (whether corporate or otherwise) in furtherance of any of the foregoing; or a court having jurisdiction over your affairs or your property enters a decree or order for relief in respect of you or any of your property in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoints a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar appointee) of you or for any substantial part of your property or orders the winding up or liquidation of your affairs and such decree or order remains unstayed and in effect for a period of fifteen (15) consecutive days; and/or

zz. You fail to timely deliver all masters, albums, other records and other material required to be delivered by you hereunder and/or you fail to timely fulfill any of your material obligations hereunder.

B. On the occurrence of any event of default set forth in paragraph 9.g.iv.A.xx – 9.g.iv.A.zz above, we may, without limiting our other rights or remedies, by notice to you, elect to: