**company name**

As of _________________, 2011 **artist legal name** **address** **city/state/zip** Re: **company name** f/s/o **artist name**

Dear Mr. **artist name**: We hereby engage you to furnish your exclusive recording and songwriting services throughout the world upon the terms and conditions set forth herein. The terms and conditions set forth in the numbered paragraphs below and in Exhibit "A" are sometimes referred to herein as the "Basic Terms". You are sometimes referred to herein and in Exhibit "A" as "Artist" and all references to "Artist", "you and Artist" and the like shall be understood to refer to you alone. We are sometime referred to herein as "Company". At such time, if any, as we enter into a Production and/or Distribution Agreement, (as defined below) you and we shall execute a more formal written agreement containing the Basic Terms and such other terms and conditions as you and we shall in good faith negotiate in accordance with customs and practices of the recording industry applicable to agreements of this nature with recording artists of a commercial stature comparable to yours as of the date hereof or as otherwise required by the Label and/or Distributor pursuant to our Production and/or Distribution Agreement. However, unless and until we execute such a more formal written agreement, you and we shall be deemed party to a binding and enforceable exclusive recording and songwriter agreement comprised of the Basic Terms. Therefore, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you and we agree as follows: 1. Term (a) The "Term" of this agreement shall consist of an "Initial Period" and such "Option Periods" as shall become effective. The Initial Period shall commence as of the date hereof. We shall have separate irrevocable options to extend the Term for a maximum of three (3)

consecutive Option Periods, each one for which we have exercised our option shall commence upon the expiration of the prior Period. The Initial Period and each Option Period shall expire upon the earlier to occur of the last day of the twelfth full calendar month after delivery, or the ninth full calendar month after the initial commercial release in the United States, of the Album comprising your MRC for the Period concerned. Each option for the following Option Period shall be exercised, if at all, by written notice given to you at any time prior to the expiration of the then current Period, subject to the next sentence. In no event shall the Term expire due to our failure to exercise an option unless you have given us notice of such failure and we fail to give you notice exercising the applicable option within ten (10) business days after our receipt of your notice to us. (b) If, on the last day of the twelfth full calendar month following the date of this agreement, we are not party to an agreement (a "Production and/or Distribution Agreement") which, among other things, would allow us to have records recorded hereunder distributed through normal retail channels in the United States by a bona fide third party phonograph record distributor (a "Distributor"), then, as your sole remedy in connection therewith, you shall have the right to terminate the Term by written notice to us given within the immediately ensuing ninety (90) day period. However, if as of the end of that sixth month the material terms of a Distribution Agreement have been substantially negotiated but no enforceable agreement has been made, the twelfth (12) month-period described above shall be extended for an additional ninety (90) days. Following such termination, you shall have no further obligation to make or deliver recordings to us and we shall have no further obligation to accept or pay for any recordings, other than our obligation to pay such royalties as may become due with respect to Masters theretofore recorded. 2. Minimum Recording Commitment or "MRC"

(a)(i) During the Initial Period and each Option Period you shall record and deliver to us one (1) long playing phonograph record album ("Album") comprised of your newly recorded studio performances of not less than twelve (12) musical compositions. The MRC Albums recorded by you hereunder are sometimes referred to in the order of delivery as "First Album", "Second Album", "Third Album", etc. As between you and us, we shall have the obligation to engage the services of the individual producer of the each Album. Each Album must be delivered within the first four (4) months of the Period concerned and shall be subject to our approval as being technically and commercially satisfactory for the manufacture of phonograph records. The times, dates and places for each recording session, and the individual producer of, and songs to be recorded for, each Album shall be determined by us. Subject to your availability, we shall consult with you regarding such matters, provided our inadvertent failure to do so shall not be

a breach hereof and provided further that the ultimate decision shall remain with us. If, without cause, we shall fail to allow you to record such Masters as would fulfill your MRC for a particular Period, as your sole remedy, you shall have the right to give us written notice of your desire that we allow you to so fulfill your MRC. If we fail to do so within sixty (60) days following our receipt of your notice, you shall have the right, during the ensuing sixty (60) day period, as your sole remedy, to terminate the Term upon written notice to us. In such event, we shall pay to you, as an additional advance, a sum equal to the minimum union scale that would have been payable to you had we allowed you to complete your MRC for the Period concerned, less any advances paid to you theretofore in connection with your MRC for such Period. (ii) Notwithstanding anything to the contrary contained herein, we currently contemplate recording four (4) Masters in connection with your MRC Album for the Initial Period prior to our conclusion of a Production and/or Distribution Agreement (the "Initial Masters"). The Initial Masters shall be recorded at a studio and at dates and at times, and by an individual producer, approved by us. We will not refuse to approve a budget in connection with those Initial Masters (the "Initial Budget") which does not exceed $N/A, by reason of its overall amount. The Initial Budget shall include advances to the individual producer(s) of the Initial Masters and per diems to you. The Initial Budget and any other recording costs incurred in connection with the Initial Masters shall apply in reduction of the Recording Fund for the first MRC Album (and any personal advances to you shall apply in reduction of the Minimum Advance for that Album). (b) At any time prior to the commencement of recording of the First Album, at our request, you shall record such number of demonstration recordings ("Demos") and perform at such "showcase" performances as we may reasonably require in connection with any potential or actual Production and/or Distribution Agreement. We shall pay the recording costs for such Demos, if any, and your reasonable expenses in connection with such showcases, if any, provided we have approved such recording costs and expenses in advance. (The recording costs and expenses incurred by us in connection with any Demos or showcases are sometimes referred to below, in the aggregate, as the "Development Fund"). (c) We shall have the right, but not the obligation, to cause you to appear and perform for us for the purpose of the production of audiovisual programs ("Videos") featuring your performances, at such times and places as we shall designate. 3. Ownership of Masters and Videos In consideration of the mutual promises and covenants set forth

herein and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, you hereby irrevocably assign to us, and we shall be the sole owner of all rights (including, without limitation, the sound recording copyright) throughout the universe and in perpetuity in and to, all recordings of your performances or in which you appear (including, without limitation, audio-visual recordings) made hereunder or during the Term, including, without limitation, any Demos (hereinafter "Masters"). 4. Minimum Compensation Guarantee During the Term we shall have the irrevocable option, exercisable by notice to you, to amend this agreement so that during the ensuing and each subsequent consecutive twelve (12) month period prior to the expiration of the Term, you (or if you are comprised of more than one individual, each member of you who is specifically identified in our notice to you) shall be entitled to not less than the minimum amount of compensation as the statutes identified in the following sentence may prescribe. You and we acknowledge that the provisions of this paragraph 4 are intended to be interpreted and to be construed so as to comply with the provisions of the California Code of Civil Procedure, Section 526, and California Civil Code Section 3423 concerning the availability of injunctive relief to prevent the breach of a contract in writing for the rendition or furnishing of personal services, provided this paragraph shall not be deemed to make this agreement subject to the aforesaid statutory provisions. 5. [There is no paragraph 5] 6. Payments We shall pay recording costs, advances and royalties in accordance with Exhibit "A" attached hereto and incorporated herein by reference. With the exception of royalties, all sums paid to you or on your behalf by or on behalf of us during the hereunder of during the Term shall constitute a prepayment of and be deductible from any sums due you hereunder. 7. Mechanical Royalties All Controlled Compositions (i.e. those compositions written by you in whole or in part, or owned or controlled by you, directly or indirectly, in whole or in part) are hereby licensed to us or our designees on the terms and conditions set forth in the Production and/or Distribution Agreement. If the Production and/or Distribution Agreement does not stipulate terms and conditions for the license of Controlled Compositions thereunder, then all Controlled Compositions shall hereby be deemed licensed to us or our designees on the terms and conditions set forth in the remainder of this paragraph 7. For the

sale of Albums at full price through normal retail channels in the United States or Canada, you shall be entitled to a "mechanical" royalty at a rate (the "Controlled Composition Rate") equal to seventy-five (75%) percent of the minimum statutory rate, i.e., regardless of playing time, in the applicable country in effect at the time of commencement of recording of the Masters containing such Compositions. The maximum aggregate rate for all compositions embodied on an Album shall be ten (10) times the Controlled Composition Rate and the maximum singles rate shall be two (2) times that Rate. 8. Co-Publishing

(a) You irrevocably assign to us, or at our election, our music publishing affiliate, an undivided fifty percent (50%) interest in the worldwide copyright (and all renewals and extensions thereof) in any Controlled Composition existing as of the date hereof or written or acquired by you, directly or indirectly, during the Term. (b) All royalties earned and received by us in the United States with respect to such Compositions shall be divided 75/25 in your favor (except for public performance income which shall be divided 50/50, provided you receive the writer's share directly from your performing rights society). 9. Name and Likeness (a) We shall have the right to use your names (professional and individual), likeness and biography for the purposes of trade and information and in connection with the sale of records and other exploitation of the rights granted us hereunder. We shall also have the right to use your name and likeness in connection with the manufacture and sale of apparel and other merchandise of any nature ("Non-Record Merchandise"). You shall be entitled to a royalty in connection with the sale of Non-Record Merchandise equal to twenty-five percent (25%) of our net earned receipts in connection with Non-Record Merchandise manufactured and sold by us or of fifty percent (50%) of royalties earned and received by us, net of all associated expenses, in respect of the sale of Non-Record Merchandise by our licensees. All of the foregoing rights shall be non-exclusive to us (and our designees) during the Term. 10. Miscellaneous

(a) Upon our request, you shall execute and deliver to us a form of artist inducement or guarantee letter as we may be required to provide under any Production and/or Distribution Agreement. You hereby appoint us your agent and attorney-in-fact to execute such documents in

your name if you fail to do so within ten (10) days of our written request. Such agency being coupled with an interest shall be irrevocable. (b) You warrant and represent that you have the full right and power to enter into and fully perform this agreement, that no Controlled Compositions, professional name used by Artist or other material selected or supplied by you will infringe or violate any rights of any third party or libel or defame any person, and that you (and each member of you, if you are comprised of more than one individual) are over eighteen years of age. You further warrant and represent that any breach of this agreement shall cause us great and irreparable injury and damage and, accordingly we shall be entitled to the remedies of injunction, specific performance, and other equitable relief to prevent or discontinue your breach of this agreement. This provision shall not, however, be construed as a waiver of any rights which we might have in the premises for damages or otherwise. (c) Neither party's breach of this Agreement shall be deemed material unless it fails to cure that breach within thirty (30) days after its receipt of written notice of that breach from the other party. The foregoing shall not affect our immediate right to seek injunctive relief to remedy any default on your part. This agreement may not be modified and no rights shall be deemed waived hereunder, except as may be specifically provided in writing signed by the party to be charged. d) The parties acknowledge that **company name**, has expended funds for marketing, promotions, and other artist related matters. Artist(s) understand that said expenditures and any personal advances to you shall apply in reduction of the Minimum Advance for that Album. Artist(s) further understands that any recording related expenses (i.e. producer fees, studio time, studio equipment, etc.) shall apply in reduction of the Recording Fund for the first MRC Album (e) You have been advised to consult with an independent attorney of your own choosing who specializes in the music business on the terms and conditions of this agreement and the implications of your signing it. If such an attorney has not represented you, you acknowledge that this was the result of your own determination, without any interference by us or our counsel or any other person related to us. (f) This agreement shall be governed and construed in accordance with the laws of the State of Florida, applicable to agreements made and performed entirely within that State. If the foregoing accurately sets forth your understanding, please so indicate by signing in the space provided below.

Very truly yours, **company** By:___________________________ **print name** ACCEPTED AND AGREED TO: _______________________________ **artist name** S.S.#: ____________

EXHIBIT "A" I. Recording Costs and Advances

(a) We will pay all recording costs (which shall include, without limitation, producer fees or advances and mastering costs) for each MRC Album pursuant to a budget approved by us prior to the commencement of recording. (b) (i) In addition, provided you are not in breach of your obligations hereunder, promptly following the delivery and acceptance of each MRC Album, we will pay to you the greater of (A) the amount by which the "Recording Fund" indicated below exceeds the recording costs for the Album concerned, and (B) the "Minimum Advance" indicated below: Album First Album Second Album 3rd/4th Album Recording Fund $TBA $ TBA $ TBA Minimum/Maximum Advance TBA TBA TBA

(ii) The advance due you in connection with each Album shall be payable as follows: one-half (1/2) of the applicable Minimum Advance following commencement of recording and the balance upon delivery and acceptance of the Album. Notwithstanding the foregoing, and subject to paragraph 2(a)(ii) above, the first half of the Minimum Advance payable to you in connection with the First Album shall not be payable until the commencement of recording of Masters in excess of the Initial Masters and in no event prior to our conclusion of a Production and/or Distribution Agreement. (iii) The Development Fund, if any, all recording costs, all video production costs, all independent promotion, marketing and publicity costs incurred by us or on our behalf and all payments made pursuant to clause (b)(i) above shall constitute recoupable advances. In addition, all other sums which the Label and/or Distributor has the right to recoup from us shall be recoupable from your royalties on the same basis as they are recoupable from our royalties. II. Record Royalties - For each record comprised exclusively of Masters, based on the retail list price of each record sold as a full-price record through any and all retail channels and not returned, exclusive of packaging deductions, taxes and duties and subject to our standard reductions and customary royalty computation provisions, your royalty (which shall be "net" of the producer's royalty) shall be:

(a) States:

(i)

In respect of sales for distribution in the United

(A) In respect of Albums comprised exclusively of Masters recorded during or prior to the Initial Period or during the First Option Period: ______%. B)In respect of Albums comprised exclusively of Masters recorded during the Second Option Period: ______%. C)In respect of Albums comprised exclusively of Masters recorded during the Third Option Period: ______%. (ii) If net sales through normal retail channels at full price in the United States ("USNRC Net Sales"), on which royalties are payable pursuant to subparagraph (a)(i) above, of any MRC Album exceed five hundred thousand (500,000) units, then the royalty rate described in subparagraph (a)(i)(A) above (the "basic rate") payable with respect to such Album shall be increased by one (1%) percent for all such sales in excess of five hundred thousand (500,000) units. The royalty rate for that Album shall be increased by an additional one (1%) percent for all such sales of that Album in excess of one million (1,000,000) units. (iii) Royalties in respect of singles or other Records other than Albums shall be sixty five (65%) percent of the otherwise applicable rate, excluding, however, the provisions of subparagraph (a)(ii) above. (b) (i) In respect of records sold for distribution in Canada, the United Kingdom, France, Germany, Japan and Australia your royalty rate shall be two-thirds (b) of the earned royalty which we are paid by our licensee for the sale of such records. (ii) In respect of records sold for distribution elsewhere, your royalty rate shall be one-half (2) of the earned royalty which we are paid by our licensee for the sale of such records. (c) Your royalty on compact discs shall be calculated at seventy-five percent (75%) of the otherwise applicable rate. Your royalty on records in the form of DCC, Mini-disc, digital audio tape or any other digital record format shall be calculated at seventy percent (70%) of the otherwise applicable rate. Packaging deductions shall be ten percent (10%) for records in black vinyl disc form; twenty percent (20%) for analog audiocassettes; and twenty-five percent (25%) for compact discs, audiovisual records and other records. (d) Notwithstanding the foregoing provisions of this paragraph II, if we enter into a Production and/or Distribution Agreement pursuant to

which we are paid a royalty on records comprised of Masters based upon the retail or wholesale price of the records concerned, as distinguished from an arrangement whereby a Distributor retains a percentage of gross receipts and remits the balance to us (a "Royalty Distribution Agreement"), then, with respect to sales of records other than USNRC Net Sales of Albums in black vinyl or analog cassette configuration, your royalty shall be reduced in the same proportion as our royalty for such sales is reduced pursuant to the Royalty Distribution Agreement. Furthermore, your royalty shall be calculated and computed in the same manner and on the same basis (e.g. definition of retail or wholesale price, packaging and other deductions, "free goods", other non-royalty bearing records, etc.) as our royalties are calculated and computed pursuant to the Royalty Distribution Agreement. If our royalty under the Royalty Distribution Agreement is calculated on the basis of a wholesale, rather than retail, related price, your basic rate for the records concerned shall be doubled.