Recording Contract: #MMAPGX 3 (Print Out)

(c)

Company will have the right to use and allow others to use Website Material and ECD Material for Advertising and Promotional Purposes and for Commercial Purposes.

(d)

You will exert reasonable efforts to supply Company, at Company’s request, with Website Material for possible inclusion on the Company Artist Website, including, without limitation transcripts of all of your published interviews, transcripts of all articles relating to you, photographs, and other similar materials.

9.5 You may use Record packaging artwork for non-Record merchandising purposes, upon payment to Company of fifty percent (50%) of the out-of-pocket costs paid or incurred by Company in the creation thereof, and agreement to any reasonable conditions imposed by Company (e.g., copyright notices). Company will provide said artwork to you without warranty or representation, express or implied, you shall be responsible for obtaining any third party clearances (e.g., photographers) and you will indemnify Company, in the manner provided in paragraph 13.5 hereof, against any and all claims, damages, liabilities, costs and expenses, including reasonable counsel fees, arising out of any use of said artwork or exercise such rights by you or any Person deriving rights from you.

1. Licenses for Musical Compositions

10.1

(a)

(i)

You hereby grant to Company and its designees an irrevocable license under copyright to reproduce each Controlled Composition on Records and distribute such Records in the United States and Canada.

(ii)

For that license, Company and its designees will pay you or your designee Mechanical Royalties, on the basis of Net Sales, at the following rate (the “Controlled Rate”):

(A)

On audio Phonograph Records distributed in the United States: If the copyright law of the United States provides for a minimum compulsory rate: The rate equal to one hundred percent (100%) of “United States Statutory Rate.” The term “United States Statutory Rate” shall mean the minimum compulsory license rate applicable to the use of musical compositions on audio Phonograph Records under the United States copyright law at the time of Delivery of the Master concerned but in no event later than the last date for timely Delivery of such Master pursuant to Article 2. (The U.S. minimum compulsory rate is $.085 per Composition as of January 1, 2004). If no such mechanical royalty rate exists, however, the “United States Statutory Rate” shall mean the minimum license rate agreed to by the major record companies and major music publishers in the United States as of the time of Delivery of the Master concerned pursuant to Article 2 hereof but in no event later than the last date for timely Delivery of such Master pursuant to Article 2.

(B)

On audio Phonograph Records distributed in Canada:

(I)

If the copyright law of Canada provides for a minimum compulsory rate: The rate equal to seventy-five percent (75%) of the minimum compulsory license rate applicable to the use of musical works on audio Phonograph Records under the copyright law of Canada at the time of Delivery of the Master pursuant to Article 2 hereof but in no event later than the last date for timely Delivery of such Master pursuant to Article 2.

(II)

If the copyright law of Canada does not provide for a minimum compulsory rate, but the major record companies and major music publishers in Canada (collectively the “Canadian Record Industry”) have agreed to a mechanical license rate: The rate equal to seventy-five percent (75%) of the minimum license rate agreed to as of the time of Delivery of the Master concerned pursuant to Article 2 hereof but in no event later than the last date for timely Delivery of such Master pursuant to Article 2.

(III)

If the copyright law of Canada does not provide for a minimum compulsory license rate, and the Canadian Record Industry has not agreed to a rate, the rate applicable under this clause (B) will be three and three-quarters cents ($.0375) (Canadian) per Composition.

(IV)

The rate applicable under this clause (B) will not be more than the rate which would be applicable to the Records concerned under clause 10.1(a)(2) (A) above (Canadian) if they were manufactured for distribution in the United States.

(C)

On all other audio Records distributed in the United States: The rate equal to seventy-five percent (75%) of the minimum compulsory license rate applicable to the use of musical compositions on such Records under the United States copyright law at the time of Delivery of the Master concerned but in no event later than the last date for timely Delivery of such Master pursuant to Article 2; provided, however, that (i) if, at the time any such Records are distributed, no such compulsory license rate has been implemented, then mechanical royalties for use of Controlled Compositions on such Records shall be paid after such compulsory license rate has been set under the United States copyright law, on all such Records (retroactively from the first such Record distributed hereunder); and (ii) if at any time legislation is enacted in the United States that expressly prohibits payment of less than one hundred percent (100%) of the minimum compulsory license rate, then solely with respect to the reproduction of Controlled Compositions on such Records, Company shall pay mechanical royalties at the minimum compulsory rate so prescribed by law for so long as such legislation remains in effect. The absence of any such compulsory license rate shall not impair the effectiveness of the license granted herein.

(D)

On all other audio Records distributed in Canada: The rate equal to seventy-five percent (75%) of the minimum compulsory license rate applicable to the use of musical compositions on such under the copyright law of Canada (or the agreed to rate, as provided for in subparagraph 10.1(a)(1)(B)) at the time of Delivery of the Master pursuant to Article 2 hereof but in no event later than the last date for timely Delivery of such Master pursuant to Article 2; provided, however, that (i) if, at the time any such Records are distributed, no such compulsory license rate (and no agreed to rate, as provided for in subparagraph 10.1(a)(1)(B)) has been implemented, then mechanical royalties for use of Controlled Compositions on such Records shall be paid after such compulsory license rate has been set under the copyright law of Canada (or after an agreed to rate becomes generally applicable) on all such Records (retroactively from the first such Record distributed hereunder); and (ii) if at any time legislation is enacted in Canada that expressly prohibits payment of less than one hundred percent (100%) of the minimum compulsory license rate (or the agreed to rate), then solely with respect to the reproduction of Controlled Compositions on such Records, Company shall pay mechanical royalties at the minimum compulsory rate so prescribed by law for so long as such legislation remains in effect. The absence of any such compulsory license rate shall not impair the effectiveness of the license granted herein. The rights granted to Company herein include the rights to: (1) publicly perform any Controlled Composition by or through any means or manner not otherwise licensed by a performing rights society and (ii) incidentally reproduce or reproduce, in the form of server copies or other transient copies (solely to the extent such use is not otherwise licensed pursuant to a compulsory or voluntary license), any such Controlled Composition in connection with any transmission thereof. In addition, you hereby waive any so-called “moral rights” or any equivalent thereof otherwise available to you in connection with each such Controlled Composition.

(b)

The total Mechanical Royalty for all Compositions (including Controlled Compositions)

(i)

embodied in or transmitted as a part of each Album other than Multiple Record Albums, will be not more than ten (10) times the Controlled Rate;

(ii)

embodied in or transmitted as a part of each single Record released hereunder, will be not more than two (2) times the Controlled Rate;

(iii)

embodied in or transmitted as a part of any EP released hereunder, will be not more than five (5) times the Controlled Rate; and

(iv)

embodied in or transmitted as a part of Multiple Record Albums (if any), will be the maximum aggregate Mechanical Royalty will not be more than the maximum Mechanical Royalty applicable to an Album not in the form of a Multiple Record Album multiplied by a fraction, the numerator of which is the Suggested Retail List Price of such Multiple Record Album and the denominator of which is the Suggested Retail List Price of “top-line” Albums (deemed not to be less than fifteen dollars ($15.00)). With respect to the exploitation or sale of Records as described in paragraphs 6.2 (other than with respect to compact discs, Electronic Transmissions, EPs and Multiple Record Albums) and 6.3(a), the Controlled Rate and the Mechanical Royalty maximums will be three fourths (3/4) of the otherwise amounts prescribed above. Any amounts in excess of the applicable maximums pursuant to this subparagraph 10.1(b) or the applicable rates pursuant to subparagraph 10.1(a) above will be treated as described in subparagraph 10.1(g) below.

(c)

Mechanical Royalties will not be payable for Controlled Compositions with respect to Records otherwise not royalty bearing hereunder, with respect to nonmusical material, with respect to Controlled Compositions of one minute or less in duration, and with respect to more than one (1) use of any one (1) Controlled Composition per Record. No Mechanical Royalties will be payable in respect of Compositions in the public domain or arrangements of Compositions in the public domain except that if such arrangement is credited by ASCAP, BMI, or SESAC then the Mechanical Royalty otherwise payable hereunder will be apportioned in the same ratio used by ASCAP, BMI, or SESAC in determining the credits for public performance of the work, provided you furnish Company with satisfactory evidence of that ratio.

(d)

Company will compute Mechanical Royalties on Controlled Compositions as of the end of each calendar quarter-annual period in which there are sales or returns of Records on which Mechanical Royalties are payable to you. On or before the next May 15, August 15, November 15, or February 15, Company will send a statement covering those royalties and will pay any net royalties then due. If Company makes any overpayment of Mechanical Royalties on Controlled Compositions (e.g., but without limitation, by reason of an accounting error or by paying Mechanical Royalties on Records returned) such excess will be treated as described in subparagraph 10.1 (g) below. Reserves, the liquidation of reserves and your right to audit Company’s books and records as the same relate to Mechanical Royalties for Controlled Compositions is subject to the terms and conditions set forth in Article 7.

(e)

Any assignment made of the ownership of copyright in, or the rights to license or administer the use of, any Controlled Composition will be made subject to the provisions of this Article 10.

(f)

With respect to Compositions (or portions thereof) which are not Controlled Compositions, you warrant and represent that Company and its designees shall be able to obtain mechanical licenses on rates and terms no less favorable than those contained in the standard mechanical license utilized by The Harry Fox Agency, Inc. in the United States and by CMRRA in Canada.

(g)

You agree to indemnify and hold Company harmless from the payment of Mechanical Royalties in excess of the applicable amounts in the provisions of this Article 10. If Company pays any such excess, such payments will be a direct debt from you to Company, which, in addition to any other remedies available, Company may recover from royalties or any other payments hereunder.

1. Failure of Performance

11.1 Company will have the right to suspend the operation of this agreement and its obligations hereunder in the event Company is materially hampered in its recording, manufacture, distribution or sale of Records, or in the event its normal business operations become commercially impracticable, as the result of any cause beyond Company’s control, including but not limited to labor disagreement, fire, earthquake, catastrophe, riot, shortage of materials, etc. If such contingency does not affect Company’s ability to account to you and pay royalties then Company will account to you and pay royalties during any such suspension of this agreement. Such right may be exercised by written notice to you, and such suspension will last for the duration of the applicable event. A number of days equal to the total of all such days of suspension plus an additional seven (7) days will be added to the Contract Period in which such contingency occurs and the dates for the exercise by Company of its options as set forth in Article 1, the dates of commencement of subsequent Contract Periods, the date any other action is required hereunder, and the term of this agreement will be deemed extended accordingly. If such suspension of the term of this agreement exceeds six (6) consecutive months and affects no record manufacturer or distributor other than Company, you may, by notice to Company, request that Company terminate the suspension by notice given to you within thirty (30) days after its receipt of your notice. If Company does not do so, the term of this agreement will terminate at the end of such thirty (30) day period and all parties will be deemed to have fulfilled all of their obligations except those that survive the end of the term.

11.2 If Company wrongfully refuses to allow you to fulfill your Recording Commitment for any Contract Period, and if, not later than ninety (90) days after that refusal takes place, you notify Company of your desire to fulfill such Recording Commitment, then Company may permit you to fulfill such Recording Commitment by notice to you to such effect within thirty (30) days of Company’s receipt of your notice. Should Company fail to give such notice, you will have the option to terminate the term of this agreement by notice given to Company within thirty (30) days after the expiration of the thirty (30) day period referred to above, and on receipt by Company of such notice the term of this agreement will terminate. If you fail to give Company either notice within the period specified in this paragraph 11.2, Company will be under no obligation to you for failing to permit you to fulfill such Recording Commitment. Alternatively, Company may notify you during any Contract Period that it does not intend to allow you to fulfill your Recording Commitment for the Period concerned, in which case the term of this agreement will terminate as of the date of such notice. In the event the term terminates under this paragraph, all parties will be deemed to have fulfilled all of their obligations hereunder except those obligations that survive the end of the term (e.g., warranties, re-recording restrictions and obligation to pay royalties), and Company will be obligated to promptly pay you, in full settlement of its obligations hereunder, an Advance in the amount equal to the Advance (or the balance thereof if a portion has already been paid to you) otherwise payable to you pursuant to paragraph 5.2 above with respect to the Album concerned.

1. Representations, Warranties and Covenants

12.1 You hereby represent, warrant and agree that during the term of this agreement, you will furnish to Company your exclusive recording services in the Territory.

12.2 You are authorized, empowered and able to enter into and fully perform your obligations under this agreement. Neither this agreement nor the fulfillment hereof by you infringes upon the rights of any Person. You have no knowledge of any claim or purported claim that may interfere with Company’s rights hereunder or create any liability on the part of Company.

12.3 Intentionally Deleted.

12.4 As of the commencement of the term hereof, there are no unreleased recorded performances by you, other than those listed on Schedule A attached hereto, and incorporated by reference herein.

12.5 You warrant and represent that at Company’s written request the Masters hereunder and performances embodied thereon will be produced in accordance with the rules and regulations of the American Federation of Musicians, the American Federation of Television and Radio Artists and all other unions having jurisdiction. You warrant and represent that Artist is or promptly following Company’s written request 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 in which membership may be required for the performance of Artist’s services hereunder.

12.6 You warrant and represent that you will not perform for any Person other than Company (and you will not license or consent to or permit the use by any Person other than Company of your name or likeness) for or in connection with the recording or exploitation of any Record embodying a Composition recorded by you under this agreement prior to the later of (i) the date five (5) years after the date of Delivery hereunder to Company of the last Master embodying that Composition, or (ii) the date two (2) years after the expiration or termination of the term of this agreement or any subsequent agreement between Company and you or any other Person furnishing your recording services. During the term or the period described in the first sentence of this paragraph 12.6, you will not perform or authorize the recording for use in advertisements of a Composition embodied on a Master Delivered hereunder without Company’s prior written consent. Your agreement with the individual producer of each Master hereunder will restrict said producer from producing a Composition produced by such individual hereunder on another Master for any Person other than Company for at least two (2) years from the date of Delivery to Company of such Master.

12.7 You warrant and represent that none of the Masters hereunder, nor the performances embodied thereon, nor any other Materials, nor any authorized use thereof by Company or its grantees, licensees or assigns will violate or infringe upon the rights of any Person.

12.8 Without limiting the foregoing, Company will not be required to make any payments of any nature for or in connection with the acquisition, exercise or exploitation of rights pursuant to this agreement, except as specifically provided herein. Without limiting paragraph 3.4(c), you are solely responsible for and will pay all sums due the individual producers of each Master hereunder, and all other Persons entitled to receive royalties or other payments (excluding so-called “per record” union payments) in connection with the exploitation of Masters hereunder, including the sale of Records derived therefrom. You warrant and represent that each Person who renders any services in connection with the recording of Masters will grant to you and Company the rights referred to in this agreement and will have the right to so render such services and grant such rights. You warrant and represent that no Person whose performance is embodied in a Master hereunder or whose services are used in the recording of a Master hereunder (excluding those engaged by Company without your request that Company do so) will be bound by any agreement that may prevent or restrict such performances or services.

12.9 You will not authorize or knowingly permit your performances to be recorded for any purpose without an express written agreement prohibiting the use of such Recording on Records in violation of the restrictions herein. You will take reasonable measures to prevent the manufacture, distribution and sale at any time by any Person other than Company of such Records. Neither you, nor any Person deriving any rights from you, will use or authorize or permit any Person other than Company to

(i)

use any professional name you may adopt in connection with the exploitation of Masters recorded during the term hereof or, except as required under a prior agreement with an unrelated third party, in connection with the sale or other exploitation of Records during the term hereof; or

(ii)

except as required under a prior agreement with an unrelated third party, release or otherwise exploit Recordings recorded prior to the term hereof embodying your performances during the term hereof; or release or otherwise exploit Recordings embodying your performances recorded during the term hereof.