Recording Contract: MMAPGX ; (Print Out)

(ii)

On units sold for distribution outside the United States: 10% of the applicable Royalty Base Price. Said royalties are inclusive of any third party payments required in connection with the sale of such devices including, without limitation, artist and producer royalties and copyright payments.

6.5 As to a Record not consisting entirely of Masters recorded hereunder or Videos produced hereunder, the otherwise applicable royalty rate will be prorated on the basis of the number of Masters recorded hereunder or Videos produced hereunder embodied on such Record compared to the total number of Masters or Videos (including the Masters recorded hereunder and Videos produced hereunder) contained on such Record. As to a Record consisting of Masters recorded hereunder where the various Masters bear different royalty rates, the otherwise applicable royalty rate for each Master will be prorated on the basis of the total number of Masters embodied on such Record. As to Joint Recordings, the royalty rate will be the royalty rate provided for herein divided by the number of Persons with respect to whom Company is obligated to pay a royalty (including you). For purposes of this paragraph 6.5 a group that typically records as a group will be deemed to be one (1) Person, provided that such group is paid the same royalty as would otherwise be payable if one (1) individual had rendered the same services.

6.6 No royalties will be due or payable in respect of

(a)

Records furnished on a no-charge basis or sold to disc jockeys, publishers, employees of Company or its licensees, motion picture companies, radio and television stations and other customary recipients of free Records, or discounted or promotional Records sold for less than or equal to fifty percent (50%) of the Record’s highest posted wholesale list price;

(b)

Records sold at close-out or “cut-out” prices, as surplus, for scrap, at less than inventory cost, or at a discount of seventy-five percent (75%) or more off their SRLP (whether or not such Records would otherwise constitute Budget Records and/or are intended for resale to third parties);

(c)

Records (or fractions thereof) given away or shipped on a so-called “no charge”, “freebie” or “bonus” basis (whether or not intended for resale to third parties);

(d)

Records sold, distributed or furnished on a no-charge basis to members, applicants or other participants in any “record club”;

(e)

Records (other than Singles) sold by Company or Company’s Distributor (or their respective licensees) as “samplers” and/or directly to consumers for a price of $3.00 per unit or less, as well as Singles sold in the form of “picture discs” not in excess of 25,000 Net Sales per such Single; and

(f)

Records sold at a discount from the Record’s posted wholesale list price (but for more than fifty percent (50%) of such price). In determining the number of Records as to which no royalties are payable pursuant to the preceding clause (f), Company will multiply the percentage amount of such discount by the number of Records sold at such discount. So-called standard “free goods” on Albums distributed in the United States, if any, will not exceed twenty percent (20%) of all Albums distributed unless Company pays you on any such excess.

6.7 Company may at some time change the method by which it computes royalties in the United States from a retail basis to some other basis (the “New Basis”), such as, without limitation, a wholesale basis. The New Basis will replace the then-current Royalty Base Price and the royalty rates will be adjusted to the appropriate royalty which, when applied to the New Basis, will yield the same dollars-and-cents royalty amounts payable with respect to the Record concerned as was payable immediately prior to the change to the New Basis. If a Record was not theretofore sold in a particular configuration or at a particular price (e.g., a Budget Record), the adjusted royalty rate for any such configuration will be the adjusted royalty rate on top-line Albums multiplied by a fraction, the numerator of which is the royalty rate for sales in the configuration concerned prior to the New Basis and the denominator of which is the royalty rate for sales of top-line Albums prior to the New Basis. If there are other adjustments made by Company that would otherwise make the New Basis more favorable (a particular example of which might be the distribution of smaller quantities of free goods than theretofore distributed), then the benefits of such other adjustments will be taken into consideration in adjusting the royalty rate.

6.8 The royalty payable to you hereunder includes all royalties due you, the individual producers and all other Persons in connection with the sale of Records or other exploitation of Masters made hereunder, excluding Mechanical Royalties and union “per record” royalties.

1. Royalty Accountings

7.1 Company will compute your royalties as of each June 30 and December 31 for the prior six (6) months, in respect of each such six (6) month period in which there are sales or returns of Records or other exploitations of Masters on which royalties are payable to you. On or before the next September 30 with respect to the period ending June 30, and on or before March 31 with respect to the period ending December 31, Company will send you a statement covering those royalties and will remit to you the net amount of such royalties, if any, after deducting any and all unrecouped Advances and chargeable costs under this agreement and such amount, if any, that Company may be required to withhold pursuant to the applicable state tax laws, the U.S. Tax Regulations, or any other applicable statute, regulation, treaty, or law. After the term hereof, no royalty statements will be required for periods during which no additional royalties accrue. In computing the number of Records sold, only Records for which Company has been paid or has received final credit against a prior advance received by Company in the United States will be deemed sold, and Company will have the right to deduct returns and credits of any nature and to withhold reasonable reserves therefor from payments otherwise due you, not to exceed thirty-five percent (35%). Company will liquidate any such reserves within four (4) full accounting periods after the period in which such reserves were initially established. If Company makes any overpayment to you (e.g., by reason of an accounting error or by paying royalties on Records returned later), you will reimburse Company to the extent Company does not deduct such sums from monies due you hereunder.

7.2 Royalties for Records sold for distribution outside the United States (“foreign sales”) will be computed in the same national currency and at the same rate of exchange as Company is accounted to by its licensees with respect to the sale concerned and will be subject to costs of conversion and any taxes applicable to royalties remitted by or received from foreign sources. Royalties on Records sold outside the United States are not due and payable by Company until payment or credit therefor has been received by Company in the United States in United States dollars. For purposes of accounting to you, Company will treat any foreign sale as a sale made during the same six (6) month period in which Company receives its licensee’s accounting and payment for that sale. If Company does not receive payment in the United States in United States Dollars and is required to accept payment in foreign currency or in a foreign country, Company will notify you thereof and deposit to your credit (at your request and expense) in such currency in a depository selected by you in the country in which Company accepts payment your share of royalties due and payable with respect to such sales. Such deposit will fulfill Company’s obligations in connection therewith. If any law, government ruling or other restriction affects the amount that an Company licensee can remit to Company, Company may deduct from your royalties an amount proportionate to the reduction in such licensee’s remittances.

7.3 All royalty statements rendered by Company will be conclusively binding upon you and not subject to any objection by you for any reason unless specific objection in writing, stating the basis thereof, is given to Company within two (2) years from the date such statement is rendered and an audit pursuant to paragraph 7.4 for that statement is completed within three (3) months after such objection notice is given, unless the audit could not be completed within such three (3) month period solely as a result of the acts or omissions of Company. Failure to make such written objection or conduct the audit within said time periods will be deemed to be your approval of such statement, your waiver of such audit rights, and your waiver of the right to sue Company for additional royalties in connection with the applicable accounting period. Each statement will be deemed rendered when due unless you notify Company that the applicable statement was not received by you and such notice is given within sixty (60) days after the applicable due date specified in paragraph 7.1 above, in which event the statement will be deemed rendered on the date actually sent by Company. You will not have the right to sue Company in connection with any royalty accounting, or to sue Company for monies due on account of the exploitation of Masters hereunder during the period a royalty accounting covers, whether from the sale of Records or otherwise, unless you commence the suit within the earlier of twelve (12) months after commencement of your audit for the applicable period or three (3) years from the date such statement is rendered for the applicable period.

7.4 You may, at your own expense, audit Company’s books and records directly relating to this agreement that report the sales or other exploitation of Records or Ancillary Exploitations for which royalties or other monies are payable hereunder. You may make such audit only for the purpose of verifying the accuracy of statements sent to you hereunder and only as provided herein. You may initiate such audit only by giving notice to Company at least thirty (30) days prior to the date you intend to commence your audit. Your audit will be conducted by a reputable independent certified public accountant experienced in recording industry audits in such a manner so as not to disrupt Company’s other functions and will be completed promptly. You may audit a particular statement only once and only within two (2) years after the date such statement is rendered as provided in paragraph 7.3 above, unless the audit was delayed by Company in which event such two (2) year period shall be extended by the number of days of the delay caused by Company. Your audit may be conducted only during Company’s usual business hours and at the place where it keeps the books and records to be examined. You will not be entitled to examine any manufacturing records or any other records that do not specifically report sales of Records or free distribution of Records on which royalties are payable hereunder. Your auditor will review his tentative written findings with a member of Company’s finance staff designated by Company before rendering a report to you so as to remedy any factual errors and clarify any issues that may have resulted from misunderstanding.

1. Company’s Additional Rights

8.1 You warrant, represent and agree that throughout the Territory Company is the sole, exclusive and perpetual owner of all Masters Delivered hereunder or otherwise recorded by you during the term of this agreement, all so-called “demonstration” recordings recorded by you prior to or during the Term (including, without limitation, any and all Master Recordings embodying your performances that were previously submitted to Company for Company’s review), all Videos embodying those Masters or otherwise produced hereunder, and all artwork created for use in connection with the Masters, Videos, and/or ECD Material (individually and collectively referred to herein as “Artwork”), which ownership entitles Company, among other things, to all right, title and interest in the copyright in and to the Masters, Videos (but excluding the copyrights in the Compositions contained in the Masters and Videos) and Artwork. Each Master, Video and Artwork made under this agreement or during its term, from inception, will be considered a “work made for hire” for Company; if any such Master, Video or Artwork is determined not to be such a “work,” it will be deemed transferred to Company by this agreement, together with all rights and title in and to it. You warrant, represent and agree that all Masters and Videos (but excluding the underlying Compositions embodied in the Masters and Videos) made under this agreement or during its term (including duplicates, work tapes, etc.), the performances contained thereon and the Recordings and Records derived therefrom and the related Artwork, from the inception of their creation, are the sole property of Company, in perpetuity, free from any claims by you or any other Person, and Company has the right to use and control same subject to the terms herein. Company (or Company’s designees) has the exclusive right to copyright all such Masters, Videos and Artwork in its name as the author and owner of them and to secure any and all renewals and extensions of such copyright throughout the Territory. You will execute and deliver to Company such instruments of transfer and other documents submitted to you by Company regarding the rights of Company or its designees in the Masters, Videos and Artwork subject to this agreement as Company may reasonably request to carry out the purposes of this agreement, and Company may sign such documents in your name (and you hereby appoint Company your agent and attorney-in-fact for such purposes) and make appropriate disposition of them consistent with this agreement. Company shall give you five (5) business days’ notice before signing in your name, any document submitted to you by Company, provided Company may dispense with that waiting period when necessary, in Company’s good faith judgment, to protect or enforce Company’s rights. As a non-material obligation, Company shall provide you with copies of documents signed by Company in your name. Company will have the right to include on any Artwork hereunder all such, trademarks, trade names, information, logos and other items, as Company customarily includes on such Artwork, as applicable, including, without limitation, Internet Addresses, so-called “watermarks,” “meta-data,” and “hyperlinks” to Internet Addresses.

8.2 Without limiting the generality of the foregoing, and except as otherwise specifically set forth in this agreement, Company and any Person authorized by Company has the unlimited and exclusive rights to manufacture and/or distribute Records by any and all methods now or hereafter known embodying any portion or all of the performances embodied on Masters hereunder; to publicly perform such Records and to permit the public performance thereof in any medium now or hereafter known; to import, export, sell, transfer, transmit, lease, rent, deal in or otherwise dispose of such Masters (including without limitation, by way of Electronic Transmission) and Records derived therefrom throughout the Territory under any trademarks, trade names or labels designated by Company; to remix, edit or adapt the Masters to conform to technological or commercial requirements in various formats now or hereafter known or developed, or to eliminate material which might subject Company to and legal action; to use and authorize the use of the Masters for background music, synchronization in motion pictures and television soundtracks and other similar purposes, including, without limitation, use on transportation and in commercials for any product in any and all media, without any payment other than as provided herein; or Company and its subsidiaries, affiliates and licensees may, at their election, delay or refrain from doing any one or more of the foregoing.

8.3 Company and any licensee of Company each has the perpetual right, without liability to any Person, and may grant to others the right, to reproduce, print, publish or disseminate in any medium your name, portrait, picture and likeness and the name, portrait, picture and likeness of any individual producer and all other Persons performing services in connection with Masters made under this agreement (including, without limitation, all professional, group and other assumed or fictitious names used by you and them), and biographical material concerning you and them solely for purposes of advertising, promotion and trade in connection with you, the making and exploitation of Records hereunder on Websites, in Website Material and ECD Material, and for advertising and for purposes of trade in connection therewith, and general goodwill advertising of Company and its Record business. Notwithstanding the foregoing, in the event there are contractual restrictions, which are customary in the Record business, in connection with the use of any producer’s or other Person’s portraits, pictures, likenesses or biographical material, Company shall abide by such restrictions; provided that, the relevant portions of such contracts containing such restrictions are provided to Company not later than the Delivery of the applicable Masters. The uses authorized by the preceding sentence include, without limitation, the use of those names, portraits, pictures, and likenesses in the marketing of Records. During the term hereof, Company and its licensees may, in the Territory, bill, advertise and describe you as an exclusive Company artist or by a similar designation. Subject to your prior professional commitments, you will from time to time appear for photography, poster and cover art and the like, under the reasonable direction of Company or its nominees, appear for on-line “chats” hosted on Websites, including, without limitation, the Company Artist Website, and for interviews with representatives of the media and Company’s publicity personnel, and appear and perform at promotional events such as so-called “in-store” performances. You will not be entitled to any compensation for such services, except as may be required by applicable union agreements; provided, however, that if you are required to travel outside of a fifty (50) mile radius of your then place of residence, Company will reimburse you on a non-recoupable basis for the reasonable travel and living expenses incurred by you in connection with the rendition of services at Company’s direction pursuant to a budget approved in advance by Company in writing.

6.4

(a)

Without limiting the generality of the rights granted to Company pursuant to this agreement, upon at least thirty (30) days prior written notice to you, Company and any licensee of Company each has the perpetual and exclusive right and may grant to others the right, without liability to any Person, to: (1) create, maintain and host one (1) Company Artist Website; and/or (2) register and use the Artist Domain Name as the Internet Address in connection with such Company Artist Website. The Artist Domain Name, and all rights thereto or derived therefrom shall be Company’s property throughout the Territory and in perpetuity subject to the terms and conditions contained in this agreement. During the term hereof, you will upon Company’s request link your “official” Website to the Company Artist Website and Company’s “official” Website, and Company will upon your request link the Company Artist Website to your “official” Website; provided, however, Company shall have the right to discontinue such link if in its reasonable judgment, your “official” site contains material which may constitute defamation, libel, violate or infringe upon any right, including, without limitation, the right to privacy, of any Person, or might subject Company to any civil or criminal action, or may adversely impact Company.

(b)

The Company Artist Website, Company Website Material and ECD Material will be deemed a Material as provided herein. Company will have the rights in and to the Company Artist Website, Company Website Material and ECD Material as are otherwise applicable hereto with respect to Masters made hereunder. Without limiting the generality of the foregoing, and except with respect to Material supplied by you but owned by an unrelated third party, Company is and will be the sole owner of all worldwide rights in and to the Company Artist Website and all ECD Material and Company Website Material created hereunder, all individual elements thereof, and the selection and arrangement of such elements, including the worldwide copyrights therein and thereto, throughout the Territory and in perpetuity. You will notify Company of any Material owned by a third party contemporaneously with you supplying such Material to Company.

8.5 If, at any time during the term hereof, you shall commit any act or become involved in a situation or occurrence which brings you and/or Company in public disrepute, contempt, scandal or ridicule or which tends to shock, insult or offend the community at large or any substantial group or class thereof, or which reflects unfavorably upon Company’s reputation, then Company shall have the right to terminate the term of this agreement without any further obligation to you, except to pay such sums as may have become due under the terms of this agreement prior to such commission or involvement.

1. Videos: Marketing and Miscellaneous Restrictions

9.1

(a)

With respect to Videos made hereunder during the term hereof, the selection(s) to be embodied in each Video will be mutually designated by you and Company, provided, however

(i)

in the event of a disagreement, Company shall have the final say, and

(ii)

you will be deemed to have approved any selection that has been or will be embodied on a Single.

(b)

Each Video will be shot on a date or dates and at a location or locations to be designated by Company, subject to your prior professional commitments.

(c)

The producer, director, and concept or script for each Video will be approved by both you and Company. Company will engage the producer, director and other production personnel for each Video and will pay the production costs of each Video in an amount not in excess of a budget to be established in advance by Company (the “Production Budget”). You will pay any and all production costs for each Video in excess of the Production Budget where such excess is caused by your acts or omissions, provided that if such excess is not caused by your acts or omissions, such excess will be an expense in connection with such Video, recoupable in the same manner as costs incurred in connection with the Production Budget. In the event that Company pays any production costs that are your responsibility pursuant to the foregoing (which Company is in no way obligated to do), you will promptly reimburse Company for such excess upon demand and, without limiting Company’s other rights and remedies, Company may deduct an amount equal to such excess from any monies (other than Mechanical Royalties) otherwise payable to you hereunder. Your compensation for performing in each Video (as opposed to your compensation with respect to the exploitation of such Videos, which is provided elsewhere herein) will be limited to any minimum amounts required to be paid for such performances pursuant to any collective bargaining agreements pertaining thereto, provided, however, that you hereby waive any right to receive such compensation to the extent such right may be waived.

(d)

Company is and will be the sole owner of all worldwide rights in and to each Video (including the worldwide copyrights therein and thereto, but not the underlying musical composition embodied therein).

(e)

You will issue (or cause the music publishing companies having the right to do so to issue) (1) worldwide, perpetual synchronization licenses, and (2) perpetual licenses for public performance in the United States (to the extent that ASCAP, BMI or SESAC are unable to issue same), to Company at no cost for the use of all Controlled Compositions in any Video effective as of the commencement of production of the applicable Video (and your execution of this agreement constitutes the issuance of such licenses by any music publishing company that is owned or controlled by you or any Person owned or controlled by you). In the event that you fail to cause any such music publishing company to issue any such license to Company, or if Company is required to pay any fee to such music publishing company in order to obtain any such license, Company will have the right to deduct the amount of such license fee from any and all sums otherwise payable to you hereunder. Notwithstanding the foregoing, although the synchronization license is perpetual and remains in effect, if the cost incurred with any such Video is entirely recouped, then after such recoupment, and only with respect to prospective commercial uses of such Video, Company and you will negotiate in good faith with respect to compensation consistent with the then-current music industry standards, to be paid by Company for such a synchronization license for the Controlled Compositions used in such Video.

(f)

Company will have the right to use and allow others to use each Video for Advertising and Promotional Purposes and for Commercial Purposes.

(g)

Each Video will be deemed a Material as provided herein. Company will have the rights in and to each Video as are otherwise applicable hereto with respect to Masters made hereunder, including, without limitation, the right to use and publish, and to permit others to use and publish, your and Artist’s name and likeness in each Video and for advertising and purposes of trade in connection therewith.

(h)

Company is under no obligation whatsoever to produce Videos hereunder.

9.2

(a)

Provided you have fulfilled all your material obligations under this agreement, Company will commercially release in the United States each Album recorded in fulfillment of your Recording Commitment within six (6) months after Delivery of the Album concerned. If Company fails to do so you may notify within sixty (60) days after the end of the six (6) month period concerned, that you intend to terminate the term of this agreement unless Company commercially releases the Album within two (2) months after Company’s receipt of your notice (the “cure period”). If Company fails to commercially release the Album before the end of the cure period, you may terminate the term of this agreement by giving Company notice (the “Termination Notice”) within thirty (30) days after the end of the cure period. On receipt by Company of your Termination Notice, the term of this agreement will end and all parties will be deemed to have fulfilled their obligations hereunder except those obligations that survive the end of the term (e.g., warranties, re-recording restrictions and obligations to pay royalties). Notwithstanding paragraph 1.1, in the event you fail to give Company the Termination Notice within said thirty (30) day period with respect to the last Album to be Delivered in fulfillment of your Recording Commitment in any Contract Period, you may at any time thereafter notify Company that the applicable Contract Period will end on the date six (6) months from the date of the notice (but in no event earlier than one (1) year from the commencement of the Period), and Company will have through the last day of the Contract Period to exercise its Option (if any) for the next Option Period. Your only remedy for failure by Company to release an Album will be as described in this paragraph. If you fail to give Company the Termination Notice within the period specified, your right to terminate as to that Album will lapse.

(b)

The running of each of the six (6) month and two (2) month periods referred to in subparagraph 9.2(a) will be suspended (and the expiration date of each of those periods will be postponed) for the period of any suspension of the running of the term of this agreement. If any such six (6) month or two (2) month period would otherwise expire on a date between November 15 and the next January 16, its running will be suspended for the duration of the period between November 15 and January 16 and its expiration date will be postponed by the same amount of time [i.e., sixty-two (62) days].

9.3 Within a reasonable time following the execution hereof, you may supply Company with six (6) approved pictures and approved biographical material to be used by Company pursuant to paragraph 8.3 above. In the event that Company reasonably disapproves of the pictures or biographical material supplied by you, Company will make available to you for your approval pictures and biographical material concerning you to be so used by Company. Your approval will not be unreasonably withheld and will be deemed given unless your notice of disapproval (including the reason) has been received by Company within ten (10) business days after the material has been made available to you. In the event that you timely disapprove of any pictures or biographical material, you will, within seven (7) days of the date of your disapproval notice, supply to Company approved pictures or biographical materials for use by Company hereunder. In the event that the pictures and/or biographical materials supplied by you, pursuant to the preceding sentence, are not satisfactory to Company in its good-faith opinion, or in the event that you do not supply the pictures or biographical materials to Company pursuant to this paragraph, Company will have the right to select and use such pictures or biographical materials as its determines in its sole discretion, and you will have no approval rights in respect thereof. In connection with each new Album hereunder, you may supply Company with more recently approved pictures and a more recent biography for use by Company hereunder. If you do so, the procedures set forth in this paragraph will apply. No inadvertent failure by Company to comply with this paragraph will constitute a breach of this agreement. Your sole remedy for any failure by Company to comply with this paragraph will be prospective cure with respect to materials prepared after the notice period specified in paragraph 16.6 below.

9.4

(a)

With respect to the Company Artist Website, Company Website Material and ECD Material, all artwork and other creative elements produced in connection therewith, including, without limitation, production personnel, shall be mutually approved by you and Company, provided, however,

(i)

in the event of a disagreement, Company shall have the final say;

(ii)

any Artwork or other materials furnished or approved by you for any other purpose hereunder shall be deemed approved by you for use in connection with the Company Artist Website, Company Website Material and ECD Material, and provided further that Company will have the right to include on the Company Artist Website and within ECD Material so-called “hyperlinks” to Artist Domain Names and other URLs in Company’s sole discretion.

(b)

You will issue (or cause the music publishing companies having the right to do so to issue) (1) worldwide, perpetual synchronization licenses, and (2) worldwide, perpetual licenses for public performance to Company at no cost for the promotional use of all Controlled Compositions in Website Material and ECD Material effective as of the commencement of production of the applicable Website Material or ECD Material (and your execution of this agreement constitutes the issuance of such licenses by you and any music publishing company that is owned or controlled by you or any Person owned or controlled by you). In the event that you fail to cause any such music publishing company to issue any such license to Company, or if Company is required to pay any fee to such music publishing company in order to obtain any such license, Company will have the right to deduct the amount of such license fee from any and all sums otherwise payable to you hereunder.