To Be Considered By MMAPGX

PERSONAL MANAGEMENT AGREEMENT

AGREEMENT made and entered into this __________day of __________, by and between __________(“Manager”) located at __________ __________, on the one hand, and __________p/k/a “__________” (individually and collectively referred to herein as “Artist”) located at ___________________, on the other hand.

1. Engagement and Term.

(a)

Artist hereby appoints and engages Manager as Artist’s sole and exclusive personal manager for a period of three (3) years commencing on the date hereof.

(b)

Manager shall have the option to extend the term of this Agreement for two (2) additional periods of two (2) years each. Such option periods shall commence automatically upon the expiration of the immediately preceding term of this Agreement unless Manager gives Artist notice to the contrary in writing not later than thirty (30) days prior to the end of any such term of Manager’s desire to terminate this Agreement. Any reference to the term of this Agreement shall include the initial two (2) year period and any option periods.

1. Manager’s Services.

(a)

During the term hereof, Manager agrees to use all reasonable efforts to promote, develop and advance Artist’s professional career and to advise and counsel Artist with respect to all phases of Artist’s career in the entertainment industry, including, without limitation, the following, to the extent applicable, to:

(i)

Advise and counsel in the selection of appropriate musical and other material and with regard to the adoption of the proper format for presentation of Artist’s talents and the determination of proper style, mood, and setting in keeping with Artist’s talents and best interests;

(ii)

Advise and counsel in any and all matters pertaining to employment, publicity, public relations and advertising;

(iii)

Analyze and comment upon Artists’ music, physical appearance, wardrobe and other material;

(iv)

Advise, counsel and direct in the selection of artistic talent to assist, accompany or embellish Artist’s presentation;

(v)

Advise and counsel with regard to general practices in the entertainment industry and with respect to such matters of which Manager may have knowledge concerning compensation and privileges for similar artistic values;

(vi)

Advise and counsel concerning the selection of theatrical agencies, and persons, firms and corporations who will counsel and advise Artist and seek and procure employment and engagements for Artist;

(vii)

Advise concerning the selection of persons such as brokers, accountants, attorneys, business managers, auditors and publicists to render services in connection with Artist’s career;

(viii)

To the extent allowed by law, advise and counsel in connection with the negotiations of all agreements affecting Artist’s career; and (ix) At Manager’s sole discretion and if permitted by law, perform any other services customarily performed by a personal manager in the entertainment industry, provided that Manager shall not be obligated to seek, obtain or procure any employment or engagements for Artist.

(b)

Manager shall be required to render all reasonable services which are called for by this Agreement as and when reasonably required. Manager shall not, however, be required to travel to meet with Artist at any particular place or places outside of Manager’s primary place of business, except in Manager’s discretion and subject to satisfactory arrangements for payment or reimbursement of the reasonable costs and expenses of such travel.

(c)

Artist agrees that Artist’s failure during the Term to continue to seek Manager’s services shall not in any manner affect Artist’s obligation to pay commissions and other monies to Manager as set forth herein.

1. Non-Exclusivity/Affiliation.

(a)

Artist hereby acknowledges and agrees that Manager’s services to Artist hereunder are non-exclusive and Manager shall at all times be free to perform the same or similar services for others in any field, regardless whether any such artist is in competition at any time with Artist, and engage in any other activities without limitation whatsoever as Manager in Manager’s sole discretion shall decide. Additionally, from time to time during the Term, Manager and other persons, firms, or entities owned or controlled, in whole or in part, directly or indirectly by Manager or Manager’s partners, shareholders, officers, directors, or employees, whether acting alone or in association with others, may have occasion to act in other capacities for Artist, including, without limitation, as record company, record producer, publisher and/or merchandiser. Such activity by Manager or such other person, firm or entity shall not be deemed a breach of this Agreement or of any obligations of Manager to Artist and shall not affect Manager’s right to compensation hereunder, except as specifically provided herein. Notwithstanding the foregoing, Manager shall fully disclose to Artist all instances wherein Manager and/or other persons or entities (A) that are owned and/or controlled by Manager, (B) that own or control Manager, or (C) that are in common ownership and/or control with Manager (“Manager’s Affiliates”) proposes to participate in or take an ownership, income or other interest in a project or activity which creates an actual or potential conflict of interest with the business, financial or other interests of Artist. Except as expressly set forth herein, Manager shall not, without Artist’s written consent, following such full disclosure, be entitled to Commission hereunder with Gross Earnings derived by Artist from:

(i)

any employment or agreement wherein Artist is employed by Manager (or Manager’s Affiliates) in which Manager (or Manager’s Affiliates) is acting as (a) the packager of the entertainment or amusement program in which Artist is so employed, or (b) the proprietor of any results or proceeds of Artist’s services;

(ii)

from the sale, license or grant of any proprietary rights (e.g., music publishing rights) to Manager (or Manager’s Affiliates); or;

(iii)

the sale, license or grant of any literary or musical rights to Manager (or Manager’s Affiliates).

(b)

Notwithstanding the provisions in Paragraph 1(a) above, Artist acknowledges that Manager may associate with another personal manager (“Co-Manager”) for the purpose of carrying out Manager’s duties hereunder. Artist shall have the right to approve such Co-Manager provided that a Co-Manager shall be deemed pre-approved if at the time of Manager’s affiliation such Co-Manager represents at least one (1) artist then signed to a so-called “major label.” Notwithstanding the foregoing, Artist understands that Manager may choose to form and/or join a business entity, the business of which is, at least in part, the management of artists and Artist understands that an assignment of this Agreement to said entity is at Manager’s sole discretion, and that consent from Artist will not be required.

1. Manager’s Authority and Power of Attorney.

(a)

Manager is authorized and empowered for Artist and in Artist’s behalf, and in Manager’s discretion, to do the following:

(i)

Approve and permit any and all publicity and advertising;

(ii)

Represent Artist in all dealings with any union;

(iii)

Approve and permit the use of Artist’s name, photograph, likeness, voice, sound effects, caricatures, literary, artistic and musical materials for purposes of advertising and publicity and in the promotion and advertising of any and all products and services or otherwise;

(iv)

Prepare, negotiate, consummate, sign, and execute for Artist, in Artist’s name and/or in Artist’s behalf, any and all agreements, documents and contracts for Artist’s services, talents, commercial endorsements and/or artistic, literary and musical materials, including, without limitation, television and live performances and personal appearances;

(v)

Engage, as well as discharge and/or direct for Artist and in Artist’s name, accountants, business managers, auditors, theatrical agents, publicists, attorneys, booking agents and employment agencies, as well as other persons, firms and corporations who may be retained in connection with Artist’s business and/or financial affairs, and/or to obtain contracts, engagements, or employment for Artist or otherwise act in connection with Artist’s career; provided however, that Artist and Manager shall mutually agree upon the selection of a business manager (“Business Manager”), which Business Manager shall be engaged at Artist’s sole expense. Artist shall consult with Manager prior to its engagement or dismissal of any of the foregoing parties, provided that a failure to do so under exigent circumstances, where it is not possible to consult Manager, shall not be deemed a breach hereof. Notwithstanding the foregoing, Manager shall neither engage nor discharge attorneys or business managers on Artist’s behalf without Artist’s prior consent;

(vi)

Prior to the engagement of a Business Manager, collect and receive monies on behalf of Artist, to endorse Artist’s name upon and deposit or cash any an all checks payable to Artist for Artist’s services, talents, and music materials, and to retain thereof all sums owing to Manager and Artist shall instruct any agency or Artists’ manager engaged by Artist to remit to Manager all monies that may become due Artist and may be received by such agency or Artists’ manager; and

(vii)

Subsequent to the engagement of a Business Manager, irrevocably direct and authorize in Artist’s name or on Artist’s behalf all persons and companies owing monies to Artist to deliver gross earnings directly to Business Manager and direct Business Manager to compensate parties set forth above (including, without limitation, Manager’s commissions) out of Artist’s funds (Artist hereby expressly acknowledges that Artist is solely responsible for their compensation and that Artist shall indemnify and hold Manager harmless with respect thereto) and to audit and examine the books and records of parties with whom Artist has contracted.

(b)

Artist hereby grants to Manager the full power, right and authority as Artist’s true lawful attorney-in-fact to do any and all of the foregoing acts as Manager shall, in Manager’s sole discretion, deem advisable in the same manner as Artist could if personally present, and Artist hereby ratifies and confirms any and all acts that Manager shall perform or cause to be performed in accordance with the foregoing, which power shall be irrevocable during the Term hereof.

1. Offers of Employment. Artist shall advise Manager of all offers of employment submitted to Artist and will refer any inquiries concerning Artist’s services to Manager, for Manager’s advice and approval and in order that Manager may determine whether the same are compatible with and in the best interest of Artist’s career.

2. Expenses.

(a)

Manager is not required to make any loans or advances to Artist or for Artist’s account, but in the event Manager does so, Artist shall remain primarily liable to repay such loans and/or advances, as applicable, Artist hereby authorizes Manager to either deduct the amount of any such loan(s) or advance(s) from any sums received by Manager on Artist’s behalf and/or shall cause Business Manager to repay to Manager the amount of such loan(s) and/or advance(s), as applicable, promptly or at such other time as may be agreed to in writing between Artist and Manager. The foregoing authorization is coupled with an interest and shall be irrevocable during the Term.

(b)

(i) Artist shall be solely responsible for payment of all booking agencies, fees, union dues, publicity costs, promotional or exploitation costs, traveling expenses and/or wardrobe expenses and reasonable expenses arising from the performance by Manager of services hereunder.

(ii)

Artist hereby irrevocably authorizes Manager to incur the following expenses, among others, during the Term: long-distance telephone charges; photocopying charges; postage charges; facsimile and telex transmission charges; messenger and courier charges; accountants’ fees and costs; video and tape duplication charges; air and ground transportation and lodging and meals and other living expenses while traveling; promotion and publicity expenses; and any other disbursements attributable to Artist. Automobile travel outside Tacoma, Washington shall be reimbursed at the then-current IRS standard rate per mile or for the cost of a rental car in lieu of such mileage. Manager’s class of air transportation on a particular trip shall be the same as Artist’s, provided that Manager shall not be required to travel to meet with Artist at any particular place.

(iii)

Notwithstanding the above,

(A)

Manager shall not incur any expense for which Artist would be responsible nor shall Manager have the right to reimbursement as to any single expenditure exceeding One Thousand Dollars ($1,000) or a group of related expenses which exceed Two Thousand Five Hundred Dollars ($2500) per month without Artist’s prior consent in each instance.

(B)

Expenses which concern both Artist and one or more other clients of Manager (including, without limitation, travel-related expenses) shall be prorated in an appropriate manner.

(C)

Artist shall cause Business Manager to reimburse Manager for expenses incurred by Manager pursuant to this paragraph 6 within fifteen (15) days after receipt by Business Manager of itemized documentation of such expenses; provided, however, that Artist shall not be required to cause Business Manager to make expense reimbursement payments to Manager more frequently than once per month. Artist hereby authorizes and empowers Manager to deduct and retain the amounts of such reimbursable costs and expenses from any sums Manager may receive for Artist’s account pursuant to this Agreement.

1. Artist’s Duties. Artist agrees at all times to pursue diligently and faithfully Artist’s career on a full time basis, to the best of Artist’s ability, to do all things necessary and desirable to promote such career and maximize earnings therefrom and to refrain from unlawful or offensive conduct. Artist agrees to study, practice, train and rehearse as Manager may direct and to attend and perform at any rehearsal, practice or training session which Manager may arrange. Artist shall at all times utilize proper theatrical or other employment agencies, as applicable, to obtain engagements and employment for Artist except as may otherwise be permitted by law. Artist shall endeavor to discuss all offers of employment with Manager and shall refer any inquiries or offers concerning Artist’s services to Manager as well as to Artist’s licensed talent agent. Artist shall irrevocably instruct any theatrical or other employment agent engaged by Artist to remit directly to Business Manager all monies that may become due to Artist that are received by such agent. Further, because careful planning and coordination are required for the performance of Manager’s duties and obligations hereunder, and to maximize Artist’s career development and income, Artist will not, during the Term, take part in any performance, engagement, or act, nor perform, sing or otherwise display or exploit Artist’s talents in any manner, whatsoever, in any place whatsoever, except after consultation with Manager, and Artist will not allow Artist’s name to be used in any professional or commercial enterprise, whatsoever, except after consultation with Manager. Artist shall not enter into any agreement or commitment which shall in any manner interfere with Manager’s carrying out the terms and conditions of this Agreement. Without limiting the foregoing, during the Term, Artist shall not, without Manager’s prior written consent, engage any other person, firm or corporation to render any services of the kind required of Manager hereunder or which Manager is permitted to perform hereunder.

2. Excluded Services. Artist understands and hereby acknowledges that Manager is not an employment agent, theatrical agent or business manager, and that, except to the extent permitted by law, Manager has not offered, attempted or promised to obtain employment or engagements for Artist, and that, except to the extent permitted by law, Manager is not permitted, obligated, authorized or expected to do so.

3. Relationship of Parties. This Agreement shall not be construed to create a partnership between Manager and Artist. It is specifically understood that Manager is acting hereunder as an independent contractor and Manager may appoint or engage other persons, firms and corporations, in Manager’s discretion, to perform services which, Manager has agreed to perform hereunder; provided, however, Manager agrees to act as the personal manager for Artist during the Term hereof. During the Term, Manager shall have the exclusive right to advertise and publicize Manager as Artist’s personal manager.

4. Commissions.

(a)

In consideration of Manager’s services hereunder, Manager is and shall be entitled to receive from Artist (who agrees to pay to Manager, as and when received by Artist) or directly from third parties pursuant to the provisions hereof, for the Term hereof and thereafter as set forth in this Agreement, a sum equal to twenty percent (20%) (“Commission”) of any and all gross earnings (as hereafter defined) which Artist may receive as a result of Artist’s activities in and throughout the entertainment, theatrical, motion picture, television, music, and recording industries and all other areas in the entertainment industry in which Artist’s artistic talents are developed and exploited, including any and all sums resulting from the use of Artist’s artistic talents and the results and proceeds thereof. Without in any manner limiting the foregoing, the matters upon which Manager’s compensation shall be computed shall include any and all of Artist’s activities in connection with: motion pictures; television; radio; music; literary; theatrical engagements; personal appearances; public appearances in places of amusement and entertainment; records and recordings; publications; and the use of Artist’s name; voice; likeness and talents for purposes of merchandising; advertising; endorsements and trade.

(b)

The term “gross earnings” as used herein shall mean and include any and all gross monies or other considerations which Artist, or any designee, assignee, legatee, executor, heir, administrator, trustee, conservator or successor of Artist, attorney, Business Manager or any other person or company, including, without limitation, Manager, acting for or on behalf, or for the benefit, of Artist (collectively and individually the “Artist Parties”), may receive or which may be payable to Artist or the Artist Parties or credited to Artist’s account or any account of the Artist Parties (without any exclusion or deduction, including, without limitation, without deductions for taxes (whether withheld or payable) of any kind, union dues or any other expenses, fees, costs or obligations) as a result of Artist’s activities, services or exploitation of rights in and throughout the entertainment and amusement industries throughout the universe, whether as, without limitation, an actor, performer, choreographer, dancer, consultant, author, lyricist, record producer, engineer, songwriter, composer, publisher, commercial endorser, product endorser, sponsored or tie-in artist, singer, musician, artist, technician, film producer, director, supervisor, executive, consultant or proprietor, including, without limitation, any and all gross monies or other considerations resulting from the use of Artist’s artistic talents (whether as a solo artist, a member of a group or otherwise), the name, likeness or other identifying features or characteristics of Artist and the results and proceeds thereof and the sale, lease or other disposition of musical, literary, dramatic or other artistic material which Artist may create, compose or collaborate, directly or indirectly, in whole or in part, in all fields, and any act, unit or package show of which Artist may be the owner or part owner, directly or indirectly, or otherwise have any interest in. Without in any manner limiting the foregoing, the Commission shall be payable with respect to Artist’s gross monies or other considerations in respect of any and all of Artist’s activities throughout the universe (“Employment Activities”) in connection with, without limitation, motion pictures, television, video, radio, publishing, literary, artistic and musical material, theatrical engagements, personal appearances, public appearances in places of amusement or entertainment, sponsorship, endorsements, records and recordings, publications and the use of Artist’s name, likeness, identity and talents for purposes of merchandising, advertising, commercial exploitation, trade and otherwise. The term “gross monies or other considerations” shall include, without limitation, salaries, earnings, fees, royalties or advances against royalties, gifts, bonuses, shares of profit, shares of stock, partnership interests, participations and percentages and the total amount paid for a package television or radio program (live or recorded), motion picture or other entertainment or amusement package, earned or received directly or indirectly by, or credited to any account of, Artist or Artist’s heirs, executors, administrators or assigns, or by any other person, firm or corporation on Artist’s behalf or for Artist’s benefit. In the event that Artist receives, as all or part of Artist’s compensation for activities covered hereunder, stock or the right to buy stock in any corporation, or that Artist becomes the packager or owner of all or part of an entertainment property, whether as individual proprietor, stockholder, partner, joint venture or otherwise, Manager’s commission shall apply to Artist’s said stock, right to buy stock, individual proprietorship, partnership, joint venture, or other form of interest, and Manager shall be entitled to Manager’s percentage share thereof. Should Artist be required to make any payment for such interest, Manager will pay Manager’s percentage share of such payment, unless Manager elects not to participate therein. In the event that any corporation, partnership, trust, joint venture, association or proprietorship or other business entity (hereinafter “firms”) in which Artist, or any member of Artist’s family, has a direct or indirect interest, shall receive any compensation for permitting or contracting for the use of Artist’s services, name, likeness or endorsement, then such compensation shall be deemed to be “gross earnings” received by Artist for purposes of this Agreement.

(c)

The Commission shall be paid to Manager in perpetuity as and when gross earnings in respect of Employment Activities are received or credited to any of the payees specified in paragraph 10 above (or paragraph 10(h) below), without any geographical or temporal limitation, except as specifically set forth herein, pursuant to:

(i)

any and all agreements, engagements and commitments now in existence;

(ii)

any and all agreements, engagements and commitments entered into, substantially negotiated, or commenced during the Term, provided that only the following master recordings and musical compositions are commissionable:

(A)

master recordings featuring Artist which were recorded before the Term but released during the Term and those recorded during the Term;

(B)

musical compositions written in whole or in part during the Term and those musical compositions written before the Term which are recorded by Artist during the Term. Notwithstanding the foregoing, if Manager obtains a third-party cover recording of a musical composition written before the Term which has not been recorded by Artist, or if Manager assists and/or counsels Artist in the entry (or substantial negotiation of the terms) of a third party agreement with respect to such musical compositions written before the Term, then Manager shall commission such composition(s).

(C)

Notwithstanding anything to the contrary in paragraphs 10(c) (ii)(A) and (B), if an agreement, engagement or commitment for Artist’s services in connection with a master recording and/or a musical composition is entered into, substantially negotiated or commenced during the Term, but such recording is not actually recorded until after the Term and/or such composition is not actually written and/or recorded until after the Term, Manager shall nonetheless be entitled to commission such master recording and/or composition. The foregoing shall apply, without limitation, to projects such as a motion picture or television soundtrack and/or soundtrack album, the composing and/or recording of theme songs, and similar engagements.

(iii)

any and all extensions, additions, substitutions, renewals, replacements, modifications and amendments, without any limitation of time, of all such agreements, engagements and commitments referred to in subparagraphs (i) and (ii) hereof;

(iv)

any and all copyrights and publishing or other rights in any entertainment or amusement properties owned or acquired (by assignment, license or other means), in whole or in part, by Artist or the Artist Parties prior to or during the Term (an agreement to acquire same will be commissionable if entered into or substantially negotiated prior to or during the Term), shall be commissionable hereunder; and

(v)

any and all judgments, awards, settlements, payments, damages and proceeds relating to any suits, claims, actions, proceedings or arbitration proceedings arising out of any alleged or actual breach, nonperformance or infringement by others of any of the agreements, engagements, commitments, other agreements or rights referred to in subparagraphs (i), (ii), (iii) and (iv) hereof, all of which regardless of when entered into, when performed and when effective.

(d)

Notwithstanding the foregoing to the contrary, Manager shall receive a sum equal to the percentages set forth below with respect to all gross monies or other considerations earned by Artist as a result of Artist’s activities in and throughout the entertainment, theatrical, motion picture, television, music, and recording industries and all other areas in the entertainment industry in which Artist’s artistic talents are developed and exploited, including any and all sums resulting from the use of Artist’s artistic talents and the results and proceeds thereof, following the expiration of the Term hereof in connection with the engagements, contracts and agreements which are entered into prior to or during the Term of this Agreement or substantially negotiated during the Term hereof and entered into thereafter, and any renewals or extensions of those engagements, contracts or agreements in which Artist may earn or receive Gross Earnings:

(i)

Ten percent (10 during the first six months following the expiration of the Term hereof;

(ii)

Five percent (5%) during the six months following the expiration of the Term hereof;

(iii)

Two percent (2%) during the third six months following the expiration of the Term hereof;

(iv)

Nothing thereafter.

(e)

Notwithstanding anything to the contrary, the following amounts shall be deducted from, and shall not be included in, the gross earnings upon which Manager’s Commission is based:

(i)

direct recording costs (other than advances, production and session fees Artist retains for Artist’s personal use), including advances and royalties to third party producers and engineers;

(ii)

direct production costs (other than advances Artist retains for Artist’s personal use) for music video and any other audiovisual productions;

(iii)

“deficit tour support” (as that term is understood in the music industry) and any other amounts paid to Artist or on Artist’s behalf which are used to offset any deficit in connection with Artist’s personal appearance(s) (in clarification of the foregoing, if Artist receives an engagement fee of $1,000 but receives tour support of $2,000 to offset expenses, Manager shall nonetheless commission the $1,000 engagement fee);

(iv)

direct sound and light costs in connection with Artist’s appearances actually paid to unaffiliated third parties (not to exceed 25% of the gross revenue derived from such production), provided that if a promoter allocates an amount as reimbursement or payment for sound and lights but a lesser amount is actually paid to unaffiliated third parties, the difference will be included in gross earnings;

(v)

opening and support act costs, if paid by Artist;

(vi)

payments (including advances and royalties) due to third party songwriters and publishers because of such songwriters’ creative contributions to a particular composition;

(vii)

expense reimbursements for costs expended by or on behalf of Artist;

(viii)

bona fide gifts; and

(ix)

personal injury and punitive damage awards.

(f)

The interest and compensation set forth in this Agreement which shall be paid to Manager shall be a continuing interest, and shall not be revocable at Artist’s pleasure. It is intended by Artist to create an agency coupled with an enforceable interest therein, and the appointment and engagement of Manager and Manager’s right to receive the Commission are the inducements for Manager’s entering into this Agreement.

(g)

The term “substantially negotiated” as used herein shall mean that negotiations have proceeded to a point where specific terms of the agreement have been discussed in detail, it being understood that such negotiations will be more than a mere solicitation of interest, but need not have proceeded to the point where an offer has been made.

(h)

Artist shall cause any corporation, partnership, trust, joint venture, association, proprietorship or other business entity in which Artist or any member of Artist’s family has any direct or indirect interest of any nature or sort, or which is directly or indirectly controlled by Artist or under the common control of Artist and others (hereinafter “firms”) to enter into an agreement with Manager on the same terms and conditions as this Agreement, and Artist agrees that all gross monies or other considerations directly or indirectly earned or received by such firms in connection with Artist’s activities in the entertainment industries shall be subject to Manager’s commission hereunder. However, Manager shall not be entitled to any double commissions by reason of this paragraph 10(h).

1. Accounting. Artist shall cause Business Manager to prepare and maintain books and records relating to monies received by Business Manager on Artist’s behalf. Within ten (10) days following the 1st and 15th days of each month during which Gross Earnings are received, Artist shall render (or cause the Business Manager to render) to Manager a statement showing the amount of Gross Earnings received, the source and the nature thereof, and the amount of the money due and payable to Manager in commissions and expenses for such period, accompanied by payment of any monies shown to be due. Artist (or Artist’s Business Manager) shall also furnish Manager with copies of all statements rendered to Artist by third parties in connection with the payment of Gross Earnings on which commissions are not payable to Manager. Artist and Manager shall each have the right to inspect Business Manager’s books and records with regard to monies received on Artist’s behalf upon thirty (30) days’ notice during reasonable business hours, twice per calendar year. If Artist receives monies commissionable hereunder directly, Artist shall remit such monies to Business Manager within five (5) days of receipt. Manager shall have the right to inspect Artist’s books and records with respect to Artist’s gross earnings. Notwithstanding anything to the contrary in this Agreement, if and during such times as no Business Manager is engaged on Artist’s behalf, then Manager shall hereby be authorized, but not required, to assume the rights and obligations of Business Manager hereunder until such time as a new Business Manager has been engaged by Artist.

2. Assignment. This Agreement is personal to Artist and Manager, and Artist and Manager agree not to assign this Agreement or any portion thereof; any such assignment to be ineffective and null and void.

3. Representations and Warranties. Artist warrants, represents and agrees that Artist is not a minor; that Artist is under no disability, restriction or prohibition with respect to Artist’s right to execute this Agreement and perform its terms and conditions; is free to enter into this Agreement; is not at this time (and will not so become during the Term) under contract to any other personal manager; will name Manager and __________as additional insureds on all liability insurance policies (including tour-related insurance) and errors and omissions policies on which Artist is named during the Term; and has not heretofore made and will not hereafter enter into or accept any engagement, commitment or agreement with any person, firm or corporation which will, can or may interfere with the full and faithful performance by Artist of the covenants, terms and conditions of this Agreement to be performed by Artist or interfere with Manager’s full enjoyment of Manager’s rights and privileges hereunder. Artist agrees to exert Artist’s best efforts to further Artist’s career during the Term of this Agreement, and to cooperate with Manager to the fullest extent in the interest of promoting Artist’s career.

4. Indemnity. In the event that Artist does not fulfill or cause to be fulfilled any agreement or obligation undertaken by Artist, Artist agrees to indemnify and hold Manager harmless from any claims, demands, actions, judgments and awards against Manager by third parties in connection with such non-fulfillment. It is agreed that Manager will not be held liable or responsible for any breach of contract or act or omission on the part of any person, firm or corporation with respect to any engagement or agreement concerning Artist’s services. Artist shall at all times defend (subject to Manager’s option to elect to defend itself), indemnify and hold harmless Manager, Manager’s Affiliates and Manager’s officers, partners and employees from and against any and all claims, damages, liabilities, costs, expenses (including, without limitation, attorneys’ fees and costs) and settlements, judgments and awards arising out of any alleged or actual breach by Artist of any warranty, representation or agreement made by Artist herein or with regard to any third party. Artist shall reimburse Manager and Manager’s Affiliates and Manager’s officers, partners and employees, on demand, for any payment made at any time after the date hereof in respect of any liability or claim in respect of which Manager, Manager’s Affiliates or Manager’s officers, partners or employees are entitled to be indemnified. In the event Artist fails to so reimburse Manager, Manager’s Affiliates or Manager’s officers, partners or employees, Manager may, in addition to its other rights, direct Business Manager to remit to Manager such amounts from any and all gross earnings received by Business Manager hereunder.

5. Remedies.

(a)

Artist hereby acknowledges and agrees that Manager’s right to represent Artist as Artist’s sole and exclusive personal manager and Artist’s obligation to use Manager solely and exclusively in such capacity are unique, irreplaceable and extraordinary rights and obligations and that any breach or threatened breach by Artist thereof shall be material and shall cause Manager immediate and unavoidable damages which cannot be adequately compensated for by a money judgment. Accordingly, Artist agrees that, in addition to all other forms of relief and all other remedies available to Manager in the event of any such breach or threatened breach by Artist, Manager shall be entitled to seek injunctive or other equitable relief against Artist to enforce Manager’s rights hereunder.

(b)

If at any time Artist fails, for any reason whatsoever, to fulfill or perform any obligation assumed by Artist, then, without limiting Manager’s rights, Manager shall, without limitation of Manager’s other rights, have the right, exercisable at any time by notice to Artist, to extend the expiration date of the then-current period of the Term. Such extension shall continue until Artist has cured fully such failure and the then-current period of the Term shall be extended for a period of time equal to the duration of any such failure, subject to such limitation, if any, as are imposed by law.

(c)

In the event of any dispute arising under or relating to this Agreement which results in litigation, the non-prevailing party shall, in addition to any damages or other relief awarded, pay the prevailing party reasonable costs of litigation, including, but not limited to, reasonable attorney’s fees.

1. Notices. All notices hereunder shall be delivered by personal service, overnight commercial courier, or sent by certified or registered mail, return receipt requested, postage prepaid, and if to Manager shall be sent to the address set forth on the first page hereof, with a copy to __________and, if to Artist, shall be sent to Artist’s address set forth on the first page hereof, unless the parties notify each other as provided herein that notices should be sent to a different address. The date of mailing or in the case of personal service or courier, the date of delivery, shall be deemed the date of the giving of said notice except notice of change of address which shall be effective only upon actual receipt.

2. Life Insurance. Manager shall have the right during the Term to obtain life insurance on Artist’s life at Manager’s cost, with Manager being the sole beneficiary thereof and for an amount to be determined by Manager in Manager’s sole discretion. Artist shall cooperate fully in connection with obtaining such insurance, and Artist shall submit to a physical examination and complete promptly all documents necessary or desirable for such insurance, Artist hereby acknowledges that neither Artist nor Artist’s estate shall have any right to claim the benefits of any such policy obtained by Manager.

3. Artist Membership.

(a)

Artist now comprises the group professionally known as “__________”. In the event that one or more members of Artist leave the group as presently constituted, Manager shall have the option to terminate this Agreement upon thirty (30) days notice to Artist. Manager shall also have the option to continue to manage any leaving member(s) of the group upon thirty (30) days written notice to such leaving member(s) under the same terms and conditions herein, but in no event shall the term of the Agreement with regard to such leaving member exceed the original Term of this Agreement. Notwithstanding anything to the contrary, if a leaving member joins an existing group which is then subject to a personal management agreement, it shall not be deemed a breach of this Agreement if Manager does not become the manager or co-manager of such existing group.

(b)

If Artist engages or agrees to have additional persons perform with Artist as part of “__________”, which Artist shall only do following consultation with Manager, then such person shall also be required to agree to be bound to this Agreement and shall be required to enter into an agreement with Manager on the same terms and conditions as the other members comprising Artist.

(c)

In the event of death of Artist or a member of Artist, this Agreement shall continue in full force and effect and Manager shall provide management services to the deceased Artist’s estate (or the estate of the deceased member of Artist).

1. Approvals. For all instances where approvals must be obtained from Artist, Manager may obtain such approval by communicating the request to all members of Artist via an appropriate method of communication based on the circumstances of Artist’ location and schedule at the relevant time and the exigencies of the needed approval (e.g., email, Artist’s cellular telephone, facsimile or personal delivery) and Manager’s receipt of a response from the applicable Artist delegate (which will be specified in writing by Artist) shall be deemed to be an authorized response on behalf of Artist to such request. For purposes of the foregoing, the Artist delegate from commencement hereof until the end of the __________quarter of 2005 (__________, 2005) is hereby designated as __________. It is understood that such Artist delegate shall communicate internally with the other members of Artist prior to granting or denying any such approvals on behalf of Artist. Artist agrees to cooperate in good faith to reply to Manager’s requests for approval.

2. Legal Representation. Artist represents that Artist has been represented by independent counsel or have had the unrestricted opportunity to be represented by independent legal counsel of Artist’s choice for purposes of advising Artist in connection with the preparation, negotiation and execution of this Agreement. If Artist has not been represented by independent legal counsel of Artist’s choice in connection with this Agreement, Artist acknowledges and agrees that Manager has encouraged Artist to obtain such representation and Artist’s failure to be represented by independent legal counsel in connection with this Agreement was determined solely by Artist.

3. Miscellaneous Provisions.

(a)

This Agreement shall be deemed to have been executed in and shall be construed in accordance with the laws of the State of __________. Any controversy arising under this Agreement shall be adjudicated under the jurisdiction of a competent court within __________County, __________. If any provision hereof shall for any reason be illegal or unenforceable, such unenforceability shall not affect the validity of the remaining portion and provisions hereof. If this Agreement is, for any reason, invalid, illegal, or unenforceable, Artist agrees that Manager shall nevertheless be entitled to the reasonable value of Manager’s services and shall be entitled to retain all compensation paid to Manager hereunder as the reasonable value of such services.

(b)

Except as expressly provided in this Agreement to the contrary, this Agreement is made only for the benefit of Manager and Artist. No other person, firm or corporation shall have or acquire any rights hereunder.

(c)

Neither party shall be deemed to be in breach of any of such party’s obligations hereunder unless and until the other party shall have given the allegedly breaching party specific written notice by certified or registered mail, return receipt requested, of the nature of such breach and the allegedly breaching party shall have failed to cure such breach within thirty (30) days after such party’s receipt of such written notice if such breach is capable reasonably of being cured fully within such thirty (30) day period, or if such breach is not capable reasonably of being cured fully within such thirty (30) day period, if such party commences to cure such breach within such thirty (30) day period and proceeds with reasonable diligence to cure such breach.

(d)

This Agreement is the only agreement of the parties and there is no other agreement, oral or written, between the parties relating to the subject matter hereof.

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

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