***

Services Of The Manager

1. The Manager agrees to render such advice, guidance, counsel, direction and other services as the Artist may reasonably require to further the Artist’s career as a musician, composer, recording and performing artist, and to develop new and different areas within which the Artist’s artistic talents can be developed and exploited, including but not limited to the following services:

a) to represent the Artist and act as the Artist’s negotiator, to fix the terms governing all manner of disposition, use, employment or exploitation of the Artist’s talents and the products thereof; and

b) to supervise the Artist’s professional employment, and on the Artist’s behalf to consult with employers and prospective employers so as to assure the proper use and continued demand for the Artist’s services;

c) to be available at reasonable times and places to confer with the Artist in connection with all matters concerning the Artist’s professional career, business interests, employment and publicity;

d) to exploit the Artist’s personality in all media, and in connection therewith, to approve and permit for the purpose of trade, advertising and publicity, the use, dissemination, reproduction or publication of the Artist’s name, photographic likeness, facsimile signature, voice and artistic and musical materials; and

e) to engage, discharge and/or direct such theatrical agents, booking agencies and employment agencies, as well as other firms, persons or corporations who may be retained for the purpose of securing contracts, engagements or employment for the Artist; and

f) to represent the Artist in all dealings with any unions; and

g) to exercise all powers granted to the Manager pursuant to Paragraph 4 hereof.
===

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Pop Idol/Idols

We write to confirm our agreement with you as follows:

***

3. License of Television Rights

3.1 The Format Owners license to Pearson the sole and exclusive right to exploit the Television Rights throughout the Territory. Pearson Television Productions Limited shall be the Local TV Company for the United Kingdom and shall enter into an agreement with ITV Network Limited for broadcast of the first Series in the United Kingdom in a form consistent with the Letter of Intent attached as Exhibit ‘A’. Pearson shall sub-licence Television Rights to Local TV Companies approved by 19 TV. Pearson Associates are deemed approved by 19 TV. Any Local TV Company not being a Pearson Associate shall be deemed approved by 19 TV if the agreement with such company guarantees the Programme or Series is to be broadcast on free to air TV.

3.2 The Local TV Company shall pay the Format Fee to the Format Owners in consideration of the licence of Television Rights. If the Local TV Company is not a Pearson Associate, Pearson shall be entitled to retain 30% of the Format Fee and shall pay to the Format Owners 70% of the Format Fee. The 30% of Format Fee retained by Pearson shall be in consideration of Pearson selling the Television Rights and supervising the quality of the production of Programmes or Series by the Local TV Company.

***

4. The Competition

4.1 Each Local TV Company shall be entitled to operate the Competition as part of the license of Television Rights. The form of the Competition is to take in each Relevant Country and (other than those set out in 4.2 below) the prizes to be awarded to the Winning Artist shall be approved by Pearson and 19 TV.

4.2 Each Local TV Company will be required to enter into a TV Contract with each Finalist pursuant to which each Finalist will:-

4.2.1 enter into a Recording Agreement with the Local Record Company;

4.2.2 enter into a Merchandising and Sponsorship Agreement with the Local Merchandising and Sponsorship Company in a form approved by Pearson and 19 TV;

4.2.3 enter into a Management Agreement with the Local Management Company in a form approved by Pearson and 19 TV;

4.2.4 agree restrictions on that Artist’s appearances on television or ability to release records for at least 3 months after transmission of the Programme or Series;

4.2.5 agree to keep all aspects of the Programme or Series strictly confidential.
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Music Business Agreements (aff)
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Click here for the complete Pop Idols/Idols License Agreement [American Idol]

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This letter of intent (“LOI”) dated October 7, 2005 (the “Effective Date”), sets forth the general terms of an agreement by and between MLB Advanced Media, L.P., a Delaware limited partnership (“BAM”) and CenterStaging Musical Productions, Inc., a California corporation (“CenterStaging”). When fully executed by BAM and CenterStaging, this LOI shall constitute a binding and enforceable agreement between the parties hereto effective as of the Effective Date. BAM and CenterStaging agree to use commercially reasonable efforts to negotiate in good faith and to execute a definitive agreement (the “Definitive Agreement”) consistent with the terms and conditions hereof promptly following the execution of this LOI, containing representations, warranties, covenants, conditions and indemnities customary for agreements of the scope contemplated herein, in a form and substance reasonably satisfactory to CenterStaging and BAM.

***

V. Clearances/Releases. At its expense, CenterStaging must obtain all releases, licenses (e.g., ASCAP, BMI, et al.), clearances, permits and all other rights necessary to display, perform, publish, transmit, distribute, reproduce, and otherwise use all names, trademarks, logos, likenesses, photographs, musical compositions, sound recordings, video recordings, film footage, artwork, audio, video, sound recordings/musical compositions synchronized to images, rights of publicity, and all other works contained within and in connection with the CenterStaging Content fixed in any and all media (collectively, the “Licensed Content”) for use or sale as contemplated by this Agreement, and shall provide written confirmation that it has obtained the foregoing in each case. CenterStaging shall indemnify BAM from any third-party claim arising from BAM’s exploitation of any Licensed Content.
===

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AGREEMENT made this 1st day of March, 2004 by and between SKREEM
ENTERTAINMENT CORP., a Nevada Corporation (hereinafter referred to as “The
Record Company”), and Alex Acosta, individually, (hereinafter referred to as
“The Artist”).

W I T N E S S E T H:

In consideration of the mutual promises and covenants herein contained,
the parties hereby agree as follows:

1. ENGAGEMENT: During the term of this agreement, The Record Company
hereby engages the exclusive personal services of The Artist as a performing
artist for the purpose of making Master Sound Recordings for distribution in any
medium now known or hereafter devised, including but not limited to phonograph
records, LP’s, singles, compact discs, and cassettes (hereinafter referred to as
“Phonograph Records”).
===

Click here for the complete Exclusive Artist Recording Agreement

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AN AGREEMENT made as of the 25th day of January, 2006, between Universal Records, a division of UMG Recordings, Inc. 1755 Broadway, New York, New York 10019 (hereinafter referred to as “Universal”) and American Southwest Music Distribution, Inc. at 8721 Sunset Blvd, Suite #7, Los Angeles, CA 90069, Attn: Marcus Sanders, Esq. (hereinafter referred to as “you”).

1. BACKGROUND; PURPOSE OF AGREEMENT

1.01. You and Universal hereby acknowledge that contemporaneously herewith you and Universal are entering into the following agreements (the “Related Agreements”) each of even date herewith: (a) an Exclusive Manufacturing and Distribution agreement pursuant to which you grant to Universal the exclusive right to manufacture, sell distribute, and otherwise exploit Distributed Product in the United States (the “Distribution Agreement”); and (b) an Exclusive Foreign License Agreement pursuant to which you grant to Universal the exclusive right to manufacture, sell, distribute, and otherwise exploit Distributed Product throughout the world other than the United States (the “License Agreement”).

1.02 You and Universal mutually desire to enter into this agreement to provide for Universal to have the ability to select one (1) or more Distributed Artist(s) (as such term is defined in the Distribution Agreement) and enter into an agreement with you pursuant to which you will furnish to Universal the exclusive recording services of the applicable Distributed Artist, in which event all Masters recorded under or otherwise subject to such agreement and all other materials contemplated by such agreement and/or subject thereto will not be subject to the provisions of the Related Agreements but instead will be subject to this agreement and the other agreements referred to herein. The purpose of this agreement is to set forth the procedure by which Universal may select such Distributed Artist(s) and enter into the respective exclusive recording agreement(s) with you with respect to each selected Distributed Artist, and also to set forth the other terms and conditions governing the rights and obligations of you and Universal in connection with the foregoing.

***

3. UNIVERSAL’S RIGHTS; UPSTREAMING

3.01. Subject to the other terms and conditions contained herein, you hereby grant to Universal the exclusive and irrevocable right (“Upstream Right”) during the Term hereof (subject to paragraph 3.02(b)(2) below) to select one (1) or more Distributed Artist(s) for the purpose of you and Universal entering into an agreement pursuant to which you will furnish to Universal the exclusive recording services of the selected Distributed Artist and in connection therewith certain Masters embodying the performance of the particular Distributed Artist will be subject to the provisions of the applicable Furnishing Agreement and no longer subject to the provisions of the Related Agreements.

3.02. Universal may exercise its Upstream Right with respect to a particular Distributed Artist by sending you written notice (“Upstream Notice”) at any time during the following periods:

(a) during the period commencing on the date any Distributed Album has been delivered to Universal under the Distribution Agreement, and ending on Universal’s United States retail street date for that Distributed Record; or

(b)

(1)

(A) at any time during the period commencing on the date any Distributed Album that has been commercially released in the United States by Universal under the Distribution Agreement has achieved sales in the United States equal to or in excess of twenty five thousand (25,000) units (as reported by Soundscan or a similar mechanism for measuring retail sales) (“Sales Threshold”), and ending on the date such Album has achieved sales in the United States (as reported by Soundscan or a similar mechanism for measuring retail sales) equal to fifty thousand (50,000) units (such period, the “Soundscan Period”).

(B) Notwithstanding anything to the contrary contained in paragraph 3.02(b)(1)(A) above, if any Distributed Record has achieved sales in the United States in excess of the Sales Threshold but Universal has not exercised its Upstream Right in respect of the particular Distributed Artist as of the date the Sales Threshold is achieved, then the following will apply: (i) you will notify Universal in writing that the Sales Threshold has been achieved and that Universal has not exercised its Upstream Right with respect to the particular Distributed Artist (“Upstream Warning Notice”); (ii) the Soundscan Period will be deemed to continue until the date thirty (30) days after Universal’s receipt of the Upstream Warning Notice (the “Extension Period”); and (iii) Universal will have the right to exercise its Upstream Right with respect to the applicable Distributed Artist at any time before the end of the Extension Period.

(2) Notwithstanding anything to the contrary contained herein, if Universal’s United States retail street date (“Release Date”) for any Distributed Record falls on a date that is less than six (6) months from the date the Term of the Distribution Agreement expires or terminates, then Universal will have the right to exercise its Upstream Right pursuant to paragraph 3.02(b)(1) above in respect of the particular Distributed Artist whose performance is embodied on such Record (each, a “Post Term Artist”) at any time up to and including the date six (6) months after the Release Date for the particular Record (subject always to the provisions of paragraph 3.02(b)(1)(B) above), provided that the particular Record satisfies the sales-related conditions set forth in said paragraph 3.02(b)(1) above during such six (6) month period. The period commencing on the last day of the Term hereof and ending on the date that is six (6) months after the Release Date of the applicable Distributed Record is hereinafter referred to as the “Post Term Period” for the particular Post Term Artist. Notwithstanding the expiration or termination of the term of the Distribution Agreement, you and Universal hereby agree that the terms and conditions of this agreement (including, without limitation, Universal’s Upstream Right and all of all of Universal’s other rights hereunder and all of your obligations hereunder) will remain in full force and effect in all respects during the applicable Post Term Period for each Post Term Artist. In connection with the foregoing, you agree that during the applicable Post Term Period for each Post Term Artist you will not (i) terminate the term of the applicable Distributed Artist Agreement; or (ii) assign any of your rights or obligations under the particular Distributed Artist Agreement; or (iii) amend or modify the particular Distributed Artist Agreement; or (iv) waive any of your rights under the particular Distributed Artist Agreement in any manner that might impair the rights granted to Universal hereunder; or (v) enter into an agreement with any Person other than Universal pursuant to which you furnish the recording services of the particular Post Term Artist to such other Person or pursuant to which any Person other than Universal is otherwise granted the right to distribute and/or otherwise exploit the results and proceeds of the applicable Post Term Artist’s recording services; or (v) take (or fail to take) any action necessary or desirable to keep the particular Distributed Artist Agreement in full force and effect during the applicable Post Term Period.

3.03. If Universal exercises its Upstream Right with respect to any Distributed Artist, then the following will terms and conditions will apply:

(a)

(1) as of the date of Universal’s Upstream Notice (“Commencement Date”) for the applicable Distributed Artist you and Universal will be deemed to have entered into an agreement pursuant to which you agree to furnish to Universal the exclusive recording services of the particular Distributed Artist in the form attached hereto as Annex “A” (“Furnishing Agreement”), subject to the other terms and conditions set forth in this agreement, including, without limitation, the provisions of this paragraph. Each Distributed Artist that you and Universal enter into a Furnishing Agreement with respect to is sometimes hereinafter referred to as an “Upstreamed Artist”. In connection with the foregoing, the terms and conditions of each such Furnishing Agreement shall be terms and conditions set forth in Annex “A” attached hereto, except that such terms and conditions shall be deemed to be supplemented and modified for each Furnishing Agreement on an Upstreamed Artist-by-Upstreamed Artist basis in accordance with the terms and conditions set forth in Schedule “1” attached hereto and incorporated herein by this reference. With respect to the provisions set forth in Schedule “1” attached hereto and the application thereof to each Furnishing Agreement, promptly following your receipt of the Upstream Notice for the Upstreamed Artist concerned (but in no event later than ten (10) business days after the date of the Upstream Notice concerned) you will furnish Universal in writing with all of the information required by Universal to determine the applicable provisions addressed in said Schedule “1” and any other information or documents requested by Universal in connection with the applicable Furnishing Agreement (such as, by way of example only, the name(s) of the members of the Upstreamed Artist and/or a complete and accurate copy of the particular Distributed Artist Agreement with respect to the Upstreamed Artist concerned). Without limiting the foregoing, at Universal’s request you further agree to execute an agreement between you and Universal in a substantially the same form and containing substantially the same provisions as the form agreement attached as Annex “A” attached hereto except as modified and supplemented in accordance with the provisions set forth in Schedule “1” attached hereto for the Upstreamed Artist concerned and containing complete information with respect to the applicable Upstreamed Artist; provided, however, that any failure, delay, or refusal by you or Universal to so execute such agreement shall not in any manner (aa) limit any of Universal’s rights hereunder or under the applicable Furnishing Agreement or any of your obligations hereunder or under the particular Furnishing Agreement; or (bb) impede or compromise the enforceability and effectiveness of this agreement or the applicable Furnishing Agreement.

(2) You agree with respect to each Upstreamed Artist to deliver to Universal an agreement between Universal and the applicable Upstreamed Artist in the form of Exhibit “A” annexed to the Furnishing Agreement (the “Inducement Letter”) that has been executed by you and the applicable Upstreamed Artist. You will deliver the Inducement Letter for each Upstreamed Artist to Universal promptly (but in no event later than ten [10] days) following the Commencement Date for the applicable Furnishing Agreement. Notwithstanding anything to the contrary contained herein, Universal may at any time refuse to continue to perform any of its obligations under this agreement and/or the applicable Furnishing Agreement until you have delivered to Universal an original copy of the Inducement Letter signed by all of the members of the particular Upstreamed Artist and all other applicable parties thereto (including, without limitation, you).

(b) effective as of the Commencement Date: (1) the then-current Distributed Album that Universal exercised its Upstream Right in connection with (“First Upstreamed Album”) will be subject to the terms and conditions of the applicable Furnishing Agreement in respect of the Upstreamed Artist concerned; (2) the First Upstreamed Album will constitute the Album in fulfillment of your Recording Commitment for the initial Contract Period under the applicable Furnishing Agreement (as used in the preceding clause, the terms “Recording Commitment” and “initial Contract Period” will have the meanings ascribed to such terms in the applicable Furnishing Agreement); (3) all Record packaging artwork and other materials created or used in connection with the First Upstreamed Album will constitute Artwork or similar materials under the applicable Furnishing Agreement and will be subject to the terms and conditions thereof; (4) all of the Masters embodied on the First Upstreamed Album and all Masters recorded by the Upstreamed Artist concerned on or after the applicable Commencement Date will constitute Masters recorded under that Furnishing Agreement and will be subject to the terms and conditions contained therein; and, for the avoidance of doubt (5) the First Upstreamed Album and all Masters embodied thereon and all Masters recorded by the Upstreamed Artist concerned (and Albums recorded by such Upstreamed Artist) on or after the applicable Commencement Date will not be subject to the provisions of the Related Agreements except as otherwise provided herein.

3.04.

Without limiting the generality of the foregoing, but for the avoidance of doubt, if Universal does not exercise its Upstream Right with respect to a particular Distributed Artist at any time hereunder, such election will not act as a waiver of Universal’s rights hereunder or otherwise prevent Universal from subsequently exercising its Upstream Right in respect of that same Distributed Artist at any other time hereunder in accordance with the provisions contained herein.

3.05. Universal is under no obligation whatsoever to exercise its Upstream Right with respect to any Distributed Artist(s).

3A. MISCELLANEOUS COPYRIGHT ASSIGNMENT PROVISIONS

3A.01. (a) Notwithstanding anything to the contrary contained herein or in any Furnishing Agreement (and to the degree this Article 3A is inconsistent with the provisions of Article 9 of the Furnishing Agreement, without otherwise limiting the provision of such Article 9, the provisions of this Article 3A will control), if Universal exercises its Upstream Right in respect of any Distributed Artist, then as of the Commencement Date for the applicable Furnishing Agreement you will be deemed to have sold, transferred, and assigned to Universal, its successors and assigns, absolutely and forever, and without any limitations or restrictions whatsoever, fifty percent (50%) of all rights, titles and interest of every kind, whether now or hereafter in existence, in and to the following, subject always to the provisions of paragraph 3A.03 below: (1) all of the Masters embodied on the First Upstreamed Album (“Existing Masters”); (2) all Videos in existence as of the applicable Commencement Date embodying said Masters; and (3) all Record packaging artwork and other Artwork used or created for use in connection with the First Upstreamed Album and/or the Masters embodied thereon and/or the marketing, promotion, and advertising of the foregoing (the items set forth in the foregoing clauses (1), (2) and (3) are hereinafter collectively referred to as the “Existing Materials”), including, without limitation, all copyrights (and/or similar statutory protections) and extensions and renewals of copyright, perpetually, throughout the Territory, free of encumbrances. As of the applicable Commencement Date, (i) the Existing Masters will be deemed to be Masters made under the particular Furnishing Agreement during the initial Contract Period thereof and will be subject to the terms thereof and (ii) the Existing Materials will be deemed to be “Materials” under the applicable Furnishing Agreement. You agree to timely execute any documents Universal may require to effectuate the foregoing assignment and, in the event you fail to sign such documents within ten (10) days (or less, if needed and stated in the request) after your receipt of Universal’s written request therefor, Universal may sign such documents in your name (and you hereby appoint Universal your agent and attorney-in-fact for such purposes) and make appropriate disposition of them consistent with this agreement.

(b) Notwithstanding your fifty percent (50%) ownership rights in and to the Existing Materials, you hereby further grant, transfer and assign to Universal (and any Person authorized by Universal) the unlimited, sole, and exclusive right throughout the universe in perpetuity to: (1) register, administer, and enforce such jointly-owned copyrights and other intellectual property rights in and to the Existing Materials in the joint name of you and Universal (including, without limitation, the right to sue or commence any similar action or proceeding for any infringement of any such rights (past, present, or future) and to collect damages therefor); (2) manufacture, distribute, advertise, market, promote, sell, license, and otherwise exploit the Existing Materials in any and all media now or hereafter known and by any and all means or devices now or hereafter known; and (3) otherwise exploit the entirety of all right, title and interest, including, without limitation, the copyright, in and to all Existing Materials. Upon Universal’s request, you will cooperate with Universal in connection with the registration, administration, and enforcement of such rights.

(c) You warrant and represent that: (1) you are the sole, exclusive and perpetual owner of all of the Existing Materials and all rights in them, under copyright and otherwise, throughout the Territory; (2) as of the Commencement Date for the Furnishing Agreement concerned, none of the Compositions embodied in the Existing Masters has been performed by the applicable Upstreamed Artist for the making of any Master Recordings other than the Existing Masters embodied on the applicable First Upstreamed Album; (3) as of the Commencement Date for each particular Furnishing Agreement neither you nor any other Person (including, without limitation, any Related Person) has licensed, sold or assigned to any other Person or otherwise disposed of any right, title or interest in or to the Existing Materials; (4) Each Person who rendered any service in connection with, or who otherwise contributed in any way to the making of the Existing Materials, or who granted to you any of the rights referred to in the applicable Furnishing Agreement, had the full right, power and authority to do so, was not bound by any agreement that would restrict such Person from rendering such services or granting such rights, and has granted to you in writing all necessary rights in connection with such services or contributions necessary for you to fulfill your obligations hereunder and under the applicable Furnishing Agreement; (5) all recording costs and all other costs and expenses with respect to the making of the Existing Materials have been paid (as used in this clause (5), “recording costs” means items or costs that would constitute Recording Costs under the applicable Furnishing Agreement if paid or incurred by Universal); (6) all necessary licenses for the recording of the Compositions performed in the Existing Masters have been obtained from the copyright owners, and all monies payable under such licenses or otherwise by reason of such recording have been timely paid; (7) none of the Existing Materials (including, without limitation, the performances embodied on the Existing Masters) nor any authorized use of the Existing Materials by Universal or its grantees, licensees or assigns will violate or infringe upon the rights of any Person; (8) all of the Existing Masters were made 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; and (9) if you have any knowledge of any claims, actions, suits or proceedings pending, or, to your knowledge, threatened, arising out of, in connection with, or in relation to any Existing Materials hereunder or that may interfere with Universal’s rights hereunder or any assignment of the particular Existing Materials as set forth in paragraph 3A.01(a) above, you will notify Universal in writing of such promptly (but in no event later than five (5) business days) following your initial discovery of same, it being agreed that the foregoing shall not be deemed a waiver of any of your obligations to indemnify Universal as provided herein or in the applicable Furnishing Agreement.

===

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AGREEMENT made this 6th day of January, 2005 by and between Patrick Williams,individually (hereinafter referred to as “Writer”), and SKREEM Entertainment Corp., a Nevada Corporation (hereinafter referred to as “Publisher”).

For and in consideration of the mutual covenants herein set forth, the parties hereby agree as follows:

1. ENGAGEMENT: Publisher hereby engages Writer to render Writer’s exclusive services as songwriters and composers and otherwise as may hereinafter be set forth. Writer hereby accepts such engagement and agree to render such services exclusively for Publisher during the term hereof, upon the terms and conditions set forth herein.

2. TERM: The term of this agreement shall commence as of the date hereof and shall be coterminous with a certain “Exclusive Artist Recording Agreement” between Writer and Publisher dated January 6, 2005, subject to the terms and conditions herein contained.

3. GRANT OF RIGHTS: Writer hereby irrevocably and absolutely assign, convey, and grant to Publisher, its successors and assigns (a) all rights and interests of every kind, nature and description in and to all original musical compositions and all original arrangements of musical compositions in the public domain which have been written, composed or created by Writer, in whole or in part, alone or in collaboration with others, prior to and during the term of this agreement, including but not limited to the titles, lyrics and music thereof and all world-wide copyrights and renewals and extensions thereof under any present or future laws throughout the world, to the extent any of the foregoing shall not heretofore have been conveyed by Writer to an unrelated third party; and (b) all rights and interest of every kind, nature and description in and to the results and proceeds of Writer’s services hereunder,
including but not limited to the arrangements of musical compositions in the public domain and all worldwide copyrights and renewals and extension thereof under any present or future laws throughout the world, which shall be written, composed or created by Writer during the term hereof, in whole or in part, alone or in collaboration with others; and (c) all rights and interest of every kind, nature and description in and to all original musical compositions and all original arrangements of musical compositions in the public domain which are now directly or indirectly owned or controlled by Writer, in whole or in part, alone or with others, or the direct or indirect ownership or control of which shall be
acquired by Writer during the term hereof, in whole or in part, alone or with others, as the employer or transferee of the writers or composers thereof or otherwise, including the titles, lyrics and music thereof and all world-wide copyrights and renewals and extensions thereof under any present or future laws throughout the world; all of which musical compositions, arrangements, rights and interest Writer hereby warrants and represents are and shall at all times be Publisher’s exclusive property as the sole owner thereof, free from any adverse claims or rights therein by an other party (all such musical compositions and arrangements hereinafter being referred to as “Compositions.”)

Without limiting the generality of the foregoing, Writer acknowledges that the rights and interests hereinabove set forth include Writer’s irrevocable grant to Publisher, its successors and assigns, of the sole and exclusive right, license, privilege and authority throughout the entire world with respect to all Compositions, whether now in existence or whether created during the term hereof, as follows:

(a) To perform and license others to perform the Compositions publicly or privately, for profit or otherwise, by means of public or private performance, radio broadcast, television, or any and all other means of media, whether now known or hereafter conceived or developed.

(b) To substitute a new title or titles for the Compositions or any of them and to make any arrangement, adaptations, translation, dramatization or transposition of any or all of the Compositions or of the titles, lyrics or music thereof, in whole or in part, and in connection with any other musical, literary or dramatic material, and to add new lyrics to the music of any Compositions or new music to the lyrics of any Compositions, all of which Publisher may deem necessary or desirable in its best business judgment.

(c) To secure copyright registration and protection of the Compositions in Publisher’s name or otherwise, as Publisher may desire, at Publisher’s own cost and expense, and at Publisher’s election, including any and all renewals and extensions of copyright under any present or future laws throughout the world, and to have and to hold said copyrights, renewals and extensions and all rights existing there under, for and during the full term of all said copyrights and all renewals and extensions and all rights existing there under, for and during the full term of all said copyrights and all renewals and extensions thereof.

(d) To make or cause to be made, and to license others to make, master records, transcriptions, soundtracks, pressings and any other mechanical, electrical or other reproductions of the Compositions, in whole or in part, in such form or manner and as frequently as Publisher shall determine, including
the right to synchronize the Compositions with sound motion pictures and to use, manufacture, advertise, license or sell such reproductions for any and all purposes, including, without limitation private and public performances, radio broadcast, television, sound motion pictures, wired radio, phonograph records
and any and all other means or devices, whether now known or hereafter conceived or developed.

(e) To print, publish and sell, and to license others to print, publish and sell, sheet music, orchestrations, arrangements and other editions of the Compositions in all forms, including, without limitation, the inclusion of any or all of the Compositions in song folios, compilations, song books, mixed folios, personality folios and lyric magazines with or without music.

(f) To exploit any and all other rights now or hereafter existing in all Compositions under and by virtue of any common law rights and all copyrights and renewals and extension thereof including (the grand rights and) so-called small performance rights. Writer grants to Publisher, without any compensation other than as specified herein, the perpetual right to use and publish and to permit others to use and publish Writer’s name (including any professional name heretofore or hereafter adopted by Writer), Writer’s photograph or other likeness, or any reproduction or simulation thereof, and biographical material concerning Writer, and the titles of any and all of the Compositions, in connection with the printing, sale, advertising, performance, distribution and other exploitation of the Compositions, and for any other purpose related to the business of Publisher, its affiliated and related companies, or to refrain there from. This right shall be exclusive during the term hereof and non-exclusive thereafter. Writer shall not authorize or permit the use of Writer’s name or likeness, or any reproduction or simulation thereof, or biographical material concerning Writer, for or in connection with any musical compositions, other than by or for Publisher. Writer grants Publishers the right to refer to Writer as Publisher’s “Exclusive Songwriter and Composer” or to use any other similar and appropriate appellation, during the term hereof.
===

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This Digital Music Subscription Service Agreement (“Agreement”) is entered into as of April 1, 2006 (the “Effective Date”) by and between Mohen, Inc. d/b/a Spiral Frog, a Delaware corporation with an office at 95 Morton Street, New York, New York 10014, and each and every Affiliate (individually and collectively, “Licensee”), and EMI Entertainment World Inc., a Delaware corporation with an office at 1290 Avenue of the Americas, New York. New York 10104 (“EMI”).

***

1. Definitions. For purposes of this Agreement, the following terms shall have the
following meanings:

1.1 “Advertising Revenue” shall mean all amounts, fees, or other consideration received by, or paid or credited in any way to, Licensee (or any entity acting on its behalf), and not returned by Licensee, during the Term, in consideration of the placement and/or distribution of advertisements, promotions, and/or sponsorships on the Service. “Advertising Revenue” shall further include all amounts, fees, or other consideration received by, or paid or credited in any way to, Licensee, and not returned by Licensee, (a) in connection with any referral of a User by Licensee to a third party, and/or (b) the sale of any demographic, marketing or other User-related data to any third party. Notwithstanding the foregoing, “Advertising Revenue” shall expressly exclude Lyric Advertising Revenue, Music Video Advertising Revenue, Non-Music Related Advertising Revenue, and eCommerce Referral Revenue.

1.2 An “Affiliate” shall mean any corporation or other entity which directly or indirectly controls, or is controlled by, or is under common control with, Mohen, Inc. For purposes of this definition, “control” or “controlled” means ownership, directly or through one or more Affiliates, of fifty percent (50%) or more of the shares of stock entitled to vote for the election of directors, in the case of a corporation, or fifty percent (50%) or more of the equity interest in the case of any other type of legal entity, status as a general partner in any partnership, or any other arrangement whereby any entity controls or has the right to control the Board of Directors or equivalent governing body of a corporation or other entity, or the ability to cause the direction of the management or policies of a corporation or other entity. The parties to this Agreement acknowledge that in the case of certain entities organized under the laws of certain countries, the maximum percentage ownership permitted by law for an investor is less than fifty percent (50%), and that in such case such lower percentage shall be substituted in the preceding sentence, PROVIDED THAT such investor otherwise has the power, directly or indirectly, to direct the management and policies of such entity.

***

1.5 A “Covered Device” shall mean (a) a Personal Computer located in the Territory that supports DRM and is able to receive Digital Files and display Lyric Files via the Internet or (b) a Portable Digital Music Device that supports DRM and is able to receive Digital Files and display Lyric Files via a Personal Computer; provided, however, that each User shall only be authorized to access Limited Downloads, On-Demand Streams, Limited Video Downloads, On-Demand Video Streams and Lyric Displays through the Service on, and for each User Covered Devices shall only include, the lesser of either (x) three (3) Personal Computers and two (2) Portable Digital Music Devices or (y) the least amount of Personal Computers or Portable Digital Music Devices, as applicable, permitted by any licensor with respect to a User’s access to sound recordings in connection with the Service. Notwithstanding the foregoing, in all events, the Service shall limit the number of Portable Digital Music Devices allowed to receive Digital Files and display Lyric Files to two.

1.6 A “Digital File” shall mean a single digital copy of a Master Recording or A/V Master Recording, as the case may be.

1.7 “DRM” shall mean digital rights management technology that imposes effective, secured controls over the use of a Composition (and/or the Lyrics of a Composition, as the case may be) and any Master Recordings embodying such Composition consistent with industry best practices, and shall include without limitation the Security Systems set forth in paragraph 10.1 hereof.

1.8 “eCommerce Referral Revenue” shall mean any referral fees received by Licensee, during the Term, from third-parties for “click-throughs” or referrals from advertisements or links on those pages of the Service that do not offer, sell, make available, link to, display, reproduce, transmit, distribute, refer to and/or otherwise exploit any Composition, Master Recording, A/V Master Recording, Limited Download, On-Demand Stream, Limited Video Download, On Demand Video Stream, Lyric Display, or the Lyric Search Service, that result in actual sale(s) to User(s) of non-music related products or services (that is, products or services that do not embody or in any way exploit any Composition(s)).

1.9 An “EMI-Authorized Record Label” shall mean a record label that is, at the time Licensee seeks a license to reproduce and distribute Relevant A/V Master Recordings embodied in Digital Files as Limited Video Downloads and/or On-Demand Video Streams, authorized by EMI, pursuant to a New Digital Media Agreement with EMI, to act as EMI’s agent for the purpose of issuing such a license.

1.10 An “EMI Composition” shall mean a musical composition in which the rights which are the subject of this Agreement are owned or controlled by, or licensed to, EMI, in whole or in part, in the Territory, and which are available, to the extent of EMI’s ownership or control thereof, and to the extent of its rights, for the purposes described herein, subject to any restrictions or limitations thereon imposed pursuant to songwriter agreements or otherwise. With respect to any such musical composition which may be owned or controlled by EMI only in part, the term “EMI Composition” shall only refer to that portion of the musical composition controlled by EMI. Licensee acknowledges that EMI may, in the normal course of business, and otherwise, lose rights with respect to musical compositions, in which event such compositions may cease to be EMI Compositions hereunder, and EMI shall have no liability to Licensee with respect to the unavailability of such musical compositions.

1.11 “Gross Lyrics Revenue” shall mean all amounts, fees, or other consideration received by, or paid or credited in any way to, Licensee (or any entity acting on its behalf), and not returned by Licensee, during the Term, from (i) Users, and (ii) from any other entity (including, without limitation, advertisers), in connection with or relating to the exploitation of Lyrics (including, without limitation, in connection with the Lyric Search Service and/or as Lyric Displays). For the avoidance of doubt, Gross Lyrics Revenue shall include all Lyric Advertising Revenue, but shall not include eCommerce Referral Revenue.

1.12 “Gross Music Video Revenue” shall mean all amounts, fees, or other consideration received by, or paid or credited in any way to, Licensee (or any entity acting on its behalf), and not returned by Licensee, during the Term, from (i) Users, and (ii) from any other entity (including without limitation, advertisers), in connection with or relating to the exploitation of A/V Master Recordings and other music videos (including, without limitation, in connection with Limited Video Downloads and On-Demand Video Streams). For the avoidance of doubt, Gross Music Video Revenue shall include all Music Video Advertising Revenue, but shall not include eCommerce Referral Revenue.

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1.18 A “Lyric Display” shall mean a display of a Lyric File via the Service to a User’s Covered Device, solely for display on such Covered Device as a single, static image of the entirety of the Lyrics embodied therein, in a separate browser window (without downloading). For the avoidance of doubt, and without limiting the foregoing, Lyrics may not be synchronized with any sound recording, and no “bouncing ball” or other karaoke or similar use is permitted hereunder. In addition, and without limiting the foregoing, in connection with transmitting Lyric Displays, Licensee shall disable all “print”, “copy”, “paste”, “cut”, “view source”, and “save as” functionalities, and any “right click” functionalities, that might otherwise be available to a User viewing a Lyric Display, including through any web browser or other application used to access or view Lyric Files. This requirement shall also include, to the extent possible, disabling any “print screen” functionality that may be available as part of applicable operating system(s) through which the User may access the Service and Lyric Displays. Wherever commercially possible, Licensee shall create other possibilities of a referral or “buy button” to allow the User to purchase an authorized copy of the Lyrics.

1.19 “Lyric Advertising Revenue” shall mean all amounts, fees, or other consideration received by, or paid or credited in any way to, Licensee (or any entity acting on its behalf), and not returned by Licensee, during the Term, in consideration of the placement and/or distribution of advertisements, promotions, and/or sponsorships on those pages of the Service where Lyrics can be searched for via the Lyric Search Service and/or displayed as Lyric Displays.

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1.24 “Music-Related eCommerce Referral Revenue” shall mean any referral fees received by Licensee, during the Term, from third-parties, in connection with the sale by such third-parties to Users of permanent downloads or physical copies (e.g., CDs, Dual Discs or DVDs) of sound recordings or audiovisual works embodying Composition(s) as to which the owner(s) and/or administrator(s) of the copyrights in the Composition(s) have otherwise been or will otherwise be paid mechanical and/or synchronization royalties. For the avoidance of doubt, it is understood and agreed that no rights are granted herein to offer, sell, reproduce, display, transmit, distribute or otherwise exploit any EMI Compositions via the Service in any manner, or embodied in any content, product, or audiovisual work (including in any permanent download, or any physical copy), other than as embodied in Limited Downloads, On-Demand Streams, and/or Lyric Displays, and other than to provide the Lyric Search Service.

1.25 “Music Video Advertising Revenue” shall mean all amounts, fees, or other consideration received by, or paid or credited in any way to, Licensee (or any entity acting on its behalf) and not returned by Licensee, during the Term, in consideration of the placement and/or distribution of advertisements, promotions, and/or sponsorships on those pages of the Service where A/V Master Recordings can be searched for and/or are offered, sold, reproduced, displayed, transmitted, distributed and/or otherwise exploited as Limited Video Downloads or On-Demand Video Streams.

1.26 “Non-Music Related Advertising Revenue” shall mean amounts or other consideration received by, or paid or credited in any way to, Licensee (or any entity acting on its behalf), and not returned by Licensee, during the Term, in consideration of the placement and/or distribution of advertisements, promotions, and/or sponsorships on those pages of the Service that do not offer, sell, make available, link to, display, reproduce, transmit, distribute, refer to and/or otherwise exploit any Composition, Master Recording, A/V Master Recording, Limited Download, On-Demand Stream, Limited Video Download, On Demand Video Stream, Lyric Display, or the Lyric Search Service.

1.27 An “On-Demand Stream” shall mean an encrypted digital transmission of a Digital File of a Master Recording from Secured Servers via the Service that allows a User to receive and listen to the particular Master Recording upon request at a time chosen by the User using streaming technology (including, without limitation, via Real Networks’ RealAudio or Microsoft’s Windows Media Audio formats) through the Users Covered Device, which transmission is (a) configured by the provider of the Service such that the transmission will not result in a substantially complete reproduction of such Master Recording other than a copy used solely for caching or buffering and (b) either contemporaneous or substantially contemporaneous with the play of the Master Recording embodied therein.

1.28 An “On-Demand Video Stream” shall mean an encrypted digital transmission of a Digital File embodying an A/V Master Recording from Secured Servers via the Service that allows a User to receive and listen to the particular A/V Master Recording upon request at a time chosen by the User using streaming technology (including, without limitation, via Real Networks’ RealAudio or Microsoft’s Windows Media Audio formats) through the User’s Covered Device, which transmission is (a) configured by the provider of the Service such that the transmission will not result in a substantially complete reproduction of such A/V Master Recording other than a copy used solely for caching or buffering and (b) either contemporaneous or substantially contemporaneous with the play of the A/V Master Recording embodied therein. All On-Demand Video Streams shall appear with an easy interface to purchase a permanent copy of the A/V Master Recording embodied therein in digital or physical format, through the use of a “Buy Button” or other similar device. For the avoidance of doubt, it is understood and agreed that no rights are granted herein by EMI with respect to the exploitation of any EMI Compositions in On-Demand Video Streams, and that Licensee will be obtaining from EMI-Authorized Record Labels, acting as EMI’s agents, licenses to reproduce and distribute Relevant A/V Master Recordings embodied in Digital Files as On-Demand Video Streams. With respect to the exploitation by Licensee of any On-Demand Video Streams that embody Relevant A/V Master Recordings as to which Licensee cannot obtain a license from an EMI-Authorized Record Label acting as EMI’s agent to Issue licenses pursuant to a New Digital Media Agreement, Licensee and EMI will negotiate in good faith the terms of a license to exploit EMI Compositions In On-Demand Video Streams embodying such Relevant A/V Master Recordings,

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1.36 The“Service” shall mean the online service owned and operated by Licensee, as described more fully in Exhibit A hereto (hereby incorporated herein by this reference), which offers to Users Limited Downloads, On-Demand Streams, Limited Video Downloads, On-Demand Video Streams and/or Lyric Displays that are transmitted from Secured Servers to the Covered Devices of Users in accordance with the terms and conditions of this Agreement. The Service shall also include and incorporate the Lyric Search Service. While EMI acknowledges that the Service may also distribute or provide content or products other than the products referenced in the preceding two sentences (e.g., it may also distribute or provide film clips other than A/V Master Recordings, or video games), no rights are granted herein or hereby to exploit any EMI Compositions via the Service in any manner, or embodied in any content, product, or audiovisual work, other than as embodied in Limited Downloads, On-Demand Streams and/or Lyric Displays, and other than to provide the Lyric Search Service. Moreover, and for the avoidance of doubt, it is understood and agreed that no rights are granted herein by EMI with respect to the exploitation of any EMI Compositions in Limited Video Downloads or On-Demand Video Streams, and that Licensee will be obtaining from EMI-Authorized Record Labels, acting as EMI’s agents, licenses to reproduce and distribute Relevant A/V Master Recordings embodied in Digital Files as Limited Video Downloads and/or On-Demand Video Streams. With respect to the exploitation by Licensee of any Limited Video Downloads and/or On-Demand Video Streams that embody Relevant A/V Master Recordings as to which Licensee cannot obtain a license from an EMI-Authorized Record Label acting as EMI’s agent to issue licenses pursuant to a New Digital Media Agreement, Licensee and EMI will negotiate in good faith the terms of a license to exploit EMI Compositions in Limited Video Downloads and/or On-Demand Video Streams embodying such Relevant A/V Master Recordings.

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2. Grant of Rights. Subject to the terms and conditions of this Agreement, EMI hereby grants to Licensee the nonexclusive, non-transferable, non-sub-licensable license, solely during the Term and solely within the Territory, and solely in accordance with the terms and conditions set forth in this Agreement to:

(a) reproduce Relevant Master Recordings as Digital Files on Secured Servers;

(b) reproduce and distribute Relevant Master Recordings embodied in Digital Files as Limited Downloads and On-Demand Streams;

(c) reproduce Relevant Lyric Files in a searchable database of Lyric Files on Secured Servers, solely in connection with the Lyric Search Service;

(d) permit Users to use keyword inquiries to search for Relevant Lyric Files in such searchable database of Lyric Files on Secured Servers, solely in connection with the Lyric Search Service; and

(e) reproduce and distribute Relevant Lyric Files as Lyric Displays (collectively, the “Licenses”).

3. Limitations on Grant of Rights.

3.1 The Licenses issued hereunder are strictly limited to the use of EMI Compositions or the Lyrics of EMI Compositions, as the case may be, in the manner expressly set forth in the Agreement. Any and all other rights held by EMI that are not specifically covered hereunder are reserved by EMI (and all other rights held by third parties are expressly excluded from the Licenses), including, without limitation:

(a) any right of public performance;

(b) any copyrights or other rights in sound recordings, including any sound recordings embodied in any Digital File;

(c) any digital video rights, including the right to offer, sell, reproduce, display, transmit, distribute or otherwise exploit any EMI Compositions in Limited Video Downloads or On-Demand Video Streams (it being understood that Licensee will be obtaining from EMI-Authorized Record Labels, acting as EMI’s agents, licenses to reproduce and distribute Relevant A/V Master Recordings embodied in Digital Files as Limited Video Downloads and/or On-Demand Video Streams, and it being further understood that, with respect to the exploitation by Licensee of any Limited Video Downloads and/or On-Demand Video Streams that embody Relevant A/V Master Recordings as to which Licensee cannot obtain a license from an EMI-Authorized Record Label acting as EMI’s agent to issue licenses pursuant to a New Digital Media Agreement, Licensee and EMI will negotiate in good faith the terms of a license to exploit EMI Compositions in Limited Video Downloads and/or On-Demand Video Streams embodying such Relevant A/V Master Recordings);

(d) any print, display or karaoke rights (other than the limited rights specifically granted herein in connection with the Lyric Search Service);

(e) any right to use, exploit, or permit the use of exploitation of any EMI Composition or the Lyrics of any EMI Composition in a video game;

(f) any right to use, exploit, or permit the use of. exploitation of any EMI Composition or the Lyrics of any EMI Composition as a ringtone, ringback tone, or other so-called “telecommunication personalization product”;

(g) any adaptation (derivative work) rights or right to alter the fundamental character of an EMI Composition or the Lyrics of an EMI Composition, to excerpt or use only a portion of any EMI Composition (other then solely the Lyrics of EMI Compositions, to the extent permitted herein) or a portion of the Lyrics of any EMI Composition, or to create any derivative work based in whole or in part on an EMI Composition or the Lyrics of an EMI Composition;

(h) any merchandising rights;

(i) any use of an EMI Composition or the Lyrics of an EMI Composition for a marketing campaign, product tie-in, game or contest, or otherwise to advertise, promote or cross-promote any product or service;

(j) any right to permit downloads of Relevant Master Recordings or Relevant A/V Master Recordings (or Digital Files embodying the same), or Relevant Lyric Files, on a permanent basis (including any right to make any permanent digital phonorecord delivery);

(k) any use of the title of an EMI Composition, or the name or likeness of any writer or publisher of an EMI Composition, except solely as necessary to identify the EMI Composition to Users as part of (and not to promote) the Service or as otherwise required hereunder.

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3.5 Licensee shall neither cause nor allow any third party to cause any particular advertisement, sponsorship or other commercial message (“Advertisement”): (a) to appear in response to, or otherwise to be associated with, a user’s selection of, search for, playback of or access to any particular EMI Composition (including any sound recording or music video embodying any EMI Composition), the Lyrics of any EMI Composition, or any Digital File or Lyric File, except to the extent such Advertisement directly and solely promotes the sale of a particular Relevant Master Recording or Relevant A/V Master Recording being played or accessed by such user at the time the Advertisement appears; (b) to appear in response to, or otherwise to be associated with, a user’s selection of or search for any particular writer, artist or publisher; (c) to suggest or imply in any way that EMI or any EMI Composition, Digital File, Lyric File, writer, or artist is associated with or endorsing such Advertisement or any other Advertisement, product or service; or (d) to suggest or imply that the Advertisement is part of or integrated into any EMI Composition, Digital File or Lyric File (the foregoing, collectively, “Prohibited Endorsements”). For clarity, Licensee may present advertisements during the User’s selection, search or playback of any Digital File or the display of any Lyric File, provided no such advertisements are selected or played based upon the particular writer, artist, Digital File or Lyric File selected.

4. Licensing Methodology.

4.1 The rights granted hereunder shall apply solely to EMI Compositions included on the Approved Compositions List (defined below). The“Approved Compositions List” shall mean the list of the EMI Compositions that EMI has cleared for exploitation in accordance with this Agreement by Licensee. The most current version of the Approved Compositions List as of the Effective Date is annexed hereto as Schedule A. Licensee shall, from time to time, provide EMI with written notice of additional EMI Compositions it desires to add to the Approved Compositions List, and the same shall be so added if, in EMI’s sole but reasonable discretion, all relevant approvals have been obtained. For the avoidance of doubt, neither Licensee nor anyone acting on Licensee’ behalf shall exploit any EMI Composition that is not on the Approved Compositions List. Also for the avoidance of doubt, if a composition ceases to be an “EMI Composition” for any reason after Licensee has begun exploiting such EMI Composition in accordance with the terms of this Agreement, Licensee shall cease further distribution of such EMI Composition promptly following receipt of written notice by EMI that such composition is no longer an “EMI Composition” (a “Take Down Notification”). With respect to each EMI Composition included on the Approved Compositions List, EMI shall set forth its pro rata share.
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ARTIST RECORDING AGREEMENT

     AGREEMENT made this 8th day of JANUARY, 2001, , by and between BODYGUARD
RECORDS.COM. Inc. (herein called “Company”) and QUIET RIOT individually known as
FRANKIE BANALI, KEVIN DUBROW, CARLOS CAVAZO & RUDY SARZO (herein called
“Artist”) for the tendering of personal services in connection with the
production of Commercial Sound Records. The Artist’s obligations under this
Agreement are joint and several. All references to “Artist” includes all members
of the group inclusively and each member individually, unless specified.

1. THE AGREEMENT

Company hereby engages Artist’s exclusive personal services as a recording
artist in connection with the production of commercial sound recordings. Artist
hereby accepts such engagement and agrees to render such services exclusively
for Company during the term hereof. “Commercial sound recordings” “record(s)” or
“album(s)” will be defined in this Agreement as compact discs, cassettes, or any
other pre-recorded music technology now known, or not yet known.

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3. RECORDING & EXCLUSIVITY

During the term of this Agreement, Artist will, at mutually convenient times,
come to and perform at the Company’s recording studio or at a separate unrelated
studio, mutually agreed upon by Artist and Company for the purpose of recording
songs. During the term of this Agreement, Artist will not perform, for the
purpose of making records, for anyone other than Company: Artist will not
authorize or permit the use of Artist’s name, likeness, or other identification
for the purpose of distributing, selling, advertising, or exploiting new,
original songs for anyone other than BODYGUARD RECORDS.COM. Furthermore, Artist
shall make no other new sound recording available to the public, in its
entirety, via the Internet, either as a free Download or via Streaming, without
Company’s prior written consent. The individual members of Quiet Riot are free
and clear to participate in recording sessions as side men on projects of their
choosing.
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