Avenue Record Contract

AVENUE RECORDS INC. RECORDING ARTIST AGREEMENT

NAME(S) OF GROUP OR ARTISTS:

aka FELINA B FLOSSIN

This agreement made and entered into on this hereinbelow date between the undersigned (ARTIST) aka FELINA B FLOSSIN and the undersigned (COMPANY) AVENUE RECORDS INC. is as follows: 1.

Employment Company hereby engages and employs Artist's exclusive personal services and endeavors in connection with the production of sound recordings for an Original Period as shown in Exhibit A, commencing as of the below date: and Artist accepts the engagement and employment. Artist agrees to perform to the best of ability at rehearsals and at recording sessions conducted by Company at such times and places as Company directs to record the minimum number of selections provided in Exhibit A or more if requested by Company. Artist agrees to record and re-record each selection until commercially satisfactory master results in Company's opinion. This agreement is entire and all negotiations and understandings have been merged herein. Statements or representations which may have been made to Company by Artist or to Initial:

1

ARTIST- RECORDING COMPANY AGREEMENT Artist by Company, in the negotiation states of this contract may in some way be inconsistent with this final written agreement. All such statements are hereby declared to be of no value only the written terms of this agreement shall bind the parties. This agreement may be modified or changed only by an instrument in writing executed by both Company and Artist.

(a) (i) EXHIBIT "A" RECORDING PERIODS

MINIMUM NO. OF SELECTIONS

____________ ____________

Option Period : Option Period :

BASIC RATE * SINGLES

(10) (10)

CDs & EPs

(1) (1)

(ii) OPTIONS. Artist hereby gives and grants Company the number of options designated in Exhibit A of this contract, each to renew this agreement for a period of one (l) year; said option periods to run consecutively beginning at the expiration of the original period, (or the preceding option period, as the case may be) upon all terms and conditions applicable to the original period. However, the changes in minimum selections and royalties shown in Exhibit A shall apply for each respective period. Each option shall be deemed automatically exercised by Company unless Company gives notice in writing to Artist that the option is not being exercised before the end of the then current recording year.

2.

Recording Procedure. Prior to the recording of any Subject Master(s), Artist shall designate for Company’s approval all material elements in connection therewith, including the Compositions which shall be embodied in such Subject Master(s), the recording budget, the producer, the recording studio(s), the engineer(s), the dates and times of recording, the arrangement(s), accompanying musician(s) and any other information reasonably required by Company. The scheduling and booking of all studio time will be done by Company. Company shall pay all third part Recording Costs for Subject Masters hereunder on Artist’s behalf up to the amount of the approved budget and Initial:

2

ARTIST- RECORDING COMPANY AGREEMENT Artist shall be responsible for any excess not caused by Company’s acts or omissions (“Excess Costs”). In the event Company pays any monies hereunder for which Artist is responsible, such payments shall be recoupable from any and all monies payable to Artist hereunder. Each Subject Master shall be subject to Company’s approval as satisfactory for the manufacture and sale of records. Company shall have the right, at its non-recoupable expenses, to have its representatives present at any and all recording sessions hereunder. 3.

Company’s Right (a) The Subject Masters, from the inception of the recording thereof, and all Records and other reproductions made therefore, together with the performances embodied therein and all copyrights and other rights therein and thereto, excluding only the copyrights in the underlying Compositions (individually and collectively, “Works”), and all renewals and extensions thereof, shall for purpose of copyright law, be deemed works made for hire for Company by artist, and all other Persons rendering services in connection with the Subject Masters as Company’s employees for hire and/or contributions to a collective work, and shall be entirely Company’s property throughout the Territory, free of any claims whatsoever by Artist or any other Person. Without limiting the generality of the foregoing, Company and any Person designated by Company shall have the exclusive, perpetual, right throughout the Territory to manufacture, sell, distribute and advertise Records and other reproductions embodying the Subject Masters under any trademarks, trade names or labels, and to lease, license, convey and otherwise exploit and use the Subject Masters by any method (whether now known or unknown) and in any media (whether now known or unknown) and to perform publicly Records and other reproductions embodying the Subject Masters, all upon such terms as Company may approve, or Company may refrain from doing any or all of the foregoing. (b) Solely for the purposes of any applicable copyright law, the product of all persons rendering services in connection with the recording of all Subject Masters, including without limitation Artist, shall be deemed “work made for hire” of Company. Artist hereby irrevocably constitutes, authorizes, empowers and appoints Company or any of its officers, Artist’s true and lawful attorney (with full power of substitution and delegation), in Artist’s name, and in Artist’s place and stead, to sign, execute, acknowledge and deliver any and all instruments or documents, which Company from time to time may deem desirable or necessary to vest Company, its successors and assigns, all of the rights or interest granted by Artist hereunder. The foregoing is acknowledged to be a power coupled with an interest and therefore irrevocable. (c) It is herby expressly agreed that, as between Artist and Company, Company shall exclusively own and control all materials, excluding the Artist’s logo, comprising the artwork (including, without limitation, art, photographs, graphic designs, etc.) and other items created or used in connection with the exploitation of Records hereunder Initial:

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ARTIST- RECORDING COMPANY AGREEMENT (collectively, the “Artwork”) including, without limitation, all copyrights therein and thereto and the right to secure copyright throughout the Territory and in perpetuity. (d) Company and any person authorized by Company each shall have the right, and may grant to others the right, to reproduce, print, publish or disseminate in any medium Artist’s name, portraits, pictures, likenesses and biographical material (collectively the “NIL Materials”), as news or information, or for the purposes of trade, or for advertising purposes, solely in connection with the sale and exploitation of Subject Masters and otherwise in connection with Company’s music business (including without limitation use of NIL Materials in socalled “institutional advertising”) provided, however, that no direct endorsement by Artist of any product or service shall be used without Artist’s prior written consent. As used in this agreement, “name” shall include any professional names or sobriquets. Artist shall furnish to Company a suitable quantity of NIL Materials within five (5) DAYS AFTER Company’s request therefore. In the event that Artist does not furnish NIL Materials which are acceptable to Company then, Artist shall have the right to approve any photographs, likenesses and biographical materials selected or commissioned by Company provided that Artist’s consent to the NIL Materials shall not be unreasonably withheld or delayed and shall be deemed given within five (5) business days after the date such materials are made available to Artist. Company’s inadvertent failure to obtain Artist’s approval of NIL Materials shall not be deemed a material breach hereof. (e) Company has not made, and does not hereby make, any representation or warranty with respect to the quantity, if any, of sales of Records embodying the Subject Masters. Artist recognizes and acknowledges that the sale of records is speculative and agree that Company’s business judgment in regard to any matter affecting the sale, distribution and exploitation of said Records shall be binding and conclusive upon Artist

4.

Record Royalties Company agrees to pay Artist in connection with the Net Sale of Records consisting entirely of Subject Masters and sold by Company or its licensees, an “all in” royalty computed at the applicable percentage indicated below, of the applicable Royalty Base Price with respect to the Record concerned (the “Basic Rate”), it being agreed that such royalties will be computed and paid in accordance with paragraph 5 below and the other provisions set forth herein. (A) Subject to the other provisions of this paragraph (4) on Net Sales of Albums: On Masters made during all Contract Periods: 18%. (B) Subject to the other provisions of this paragraph (4) on Net Sales of Singles: 12%

Initial:

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ARTIST- RECORDING COMPANY AGREEMENT (C) On Records sold for distribution through normal retail channels outside the United States, the Basic Rate for the country concerned will be the indicated percentage of the United States Basic Rate for the configuration concerned: (1) Canada: 90% (2) United Kingdom, Germany, Japan, France, Australia, New Zealand: 75% (3) Rest of the World: 66.66% (D) With respect to Permanent Downloads of audio-only Subject Masters hereunder sold in the United States. at a price that falls within Company’s top-line price category applicable to such method of sale in the United States, Artist’s royalty shall be a percentage of the applicable Royalty Base Price where such percentage equals the applicable royalty rate se forth in subparagraph 4(a) above for the Subject Master concerned, irrespective of whether or not such Permanent Download constitutes an Album hereunder, and such applicable percentage shall be deemed to be the United States Basic Rate for such method of sale. With respect to the sale of Permanent Downloads of audio-only Subject Masters hereunder other than those sales set forth in the preceding sentence, the otherwise applicable royalty rate will be computed and reduced in accordance with the other provisions of this paragraph (including, without limitation, subparagraph 4(c) above and subparagraph 4(f) below). (E) With respect to Records sold in the form of new configurations (including, but not limited to, Digital Compact Cassette, Mini disc, DVD Audio and audiophile Records), the royalty rate (which will be deemed to be the Basic Rate with respect to such configurations) is seventy-five percent (75%) of the otherwise applicable royalty rate in the applicable country for the configuration and price category concerned. (F) with respect to Avenue Records Inc., EPs, and Records sold to the Armed Forces Post Exchanges or to the United States or a state or local government, the royalty rate is two thirds (2/3) of the Basic Rate in the country concerned for the configuration concerned. With respect to premium records, Records sold by Company itself in the United States in connection with a direct response television campaign, direct mail or mail order, and Records in the form of transparent or colored vinyl, the royalty rate is one half (1/2) of the Basic Rate in the country concerned for the configuration concerned. With respect to any Record sold outside the United States by Company or its licensee in conjunction with a television advertising campaign, during the semi-annual accounting period in which that campaign begins as well as the next two (2) such periods, the royalty rate with respect to the advertised Records sold in the countries in which the campaign occurs is one half (1/2) of the otherwise applicable le royalty rate. With respect to any Multiple Record Album, Initial:

5

ARTIST- RECORDING COMPANY AGREEMENT the royalty rate is the Basic Rate in the country concerned for the configuration concerned if, at the beginning of the royalty accounting period concerned, the Suggested Retail List Price of such Album is at least the number of compact discs or other marketed by Company or its principal licensee in the country where the Multiple Record Album is sold (the “top-line” price). If the Suggested Retail List Price applicable to such Multiple Record Album is less than the number of compact discs or other configuration packaged together equal to the otherwise applicable royalty rate multiplied by a fraction, the numerator of which is the SRLP of such Multiple Record Album, and the denominator of which is the number of compact discs or other configuration packaged together times the “top-line” price (but not less than one half(1/2) of the applicable royalty rate prescribed in paragraph 3 for such Album). (G) Artist’s royalty will be the sum equal to one-half (1/2) of Company’s Net Receipts with respect to the following:

(i) Records and/or exploitation of Masters recorded hereunder: (i) Records sold through record clubs or similar sales plans; (ii) licenses for methods of distribution such as “key outlet marketing” (distribution through retail fulfillment centers in conjunction with special advertisements on radio or television), direct mail, mail order, or by any combination of the methods set forth above or other methods; and (iii) licenses for distribution other than through Normal Retail Channels or other than by the primary distributor(s) of Company Records in the territory concerned for the configuration concerned, but specifically excluding any Permanent Downloads licensed by Company to an intermediary for sale by that intermediary (directly or indirectly) to a consumer. (ii) Electronic Transmissions (other than Permanent Downloads) of Masters hereunder that is: (1) sold by Company direct to a consumer; of (2) sold by Company to an intermediary for sale by that intermediary (directly or indirectly) to a consumer; or (3) licensed by Company to an intermediary for sale by that intermediary (directly or indirectly) to a consumer. (H) If Company licenses Videos produced hereunder, Artist’s royalty will be one half (1/2) of Company’s Net Receipts derived therefore after deducting from gross receipts a fee, in lieu of any overhead or distribution fee, or twenty percent (20%) of the gross receipts in connection therewith. It is specifically agreed that Company has and will have the right to license Videos to third parties (e.g., club services) for no payment, in which case no payment will be made to Artist in connection therewith. (I) With respect to home video devices embodying Videos produced hereunder manufactured and distributed by Company or its exclusive licensee in the country Initial:

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ARTIST- RECORDING COMPANY AGREEMENT concerned, Artist will be entitled to a royalty computed as provided in this paragraph, but the following rates will apply instead of the rates specified in paragraph 4(h) above: (i) On units sold for distribution in the United States: 13% of the applicable Royalty Base Price for home video devices provided Company’s wholesale price is Ten Dollars ($10.00) or less; seventeen and one half percent (17 ½%) of the applicable Royalty Base Price for home video devices provided Company’s wholesale price is greater than Ten Dollars ($10.00) but less than or equal to Fourteen Dollars ($14.00); and twenty percent (20%) of the applicable Royalty Base Price for home video devices provided Company’s wholesale price is in excess of Fourteen Dollars ($14.00); and (ii) On units sold for distribution outside the United States: 8% of the applicable Royalty Base Price. Said royalties are inclusive of any third party payments required in connection with the sale of such devices including, without limitation, artist and producer royalties and copyright payments. (J) As to a Record not consisting entirely of Masters recorded hereunder or Videos produced hereunder, the otherwise applicable royalty rate will be prorated on the basis of the number of Masters recorded hereunder or Videos produced hereunder embodied on such Record compared to the total number of Masters of Videos (including the Masters recorded hereunder and Videos produced hereunder) contained on such Record. As to a Record consisting of Masters recorded hereunder where the various Masters bear different royalty rates, the otherwise applicable royalty rate for each Master will be prorated on the basis of the total number of Masters embodied on such Record. As to Joint Recordings, the royalty rate will be the royalty rate provided for herein divided by the number of Persons with respect to whom Company is obligated to pay a royalty (including Artist). (K) No royalties shall be payable to Artist or accrue to Artist’s account in respect of: (i) Records given away gratis or sold for fifty percent (50%) or less of the Gross Price (as hereinafter defined); Records distributed for publicity, advertising or promotional purposes to disc jockeys, radio or television stations, publishers, distributors, dealers, consumers, or others and Records sold as cutouts, surplus or fro scrap; (ii) Free or bonus Records given away together with Records sold for monetary consideration (sometimes referred to as “free goods”); (iii) Free or bonus Records given away pursuant to special sales plans in addition to free goods; and (iv) To the extent that Records hereunder are sold subject to a sales plan entailing a selling price for such Records reduced by a percentage discount from Company’s or its licensee’s “Gross Price” (i.e., the selling price to distributors before any discounts or free goods or bonus plans), the number of such Records deemed to be Net Sales shall be determined by reducing the number of Records actually sold by the percentage of discount granted applicable to such sale. (L) Company shall have the right, from time to time, to compute and pay Artist’s royalties hereunder on the basis of the wholesale price of Records (or some other basis) Initial:

7

ARTIST- RECORDING COMPANY AGREEMENT manufactured from Subject Masters instead of the SRLP, as long as such computation does not materially affect the net amount of royalties payable to Artist hereunder. (M) The royalty payable to Artist hereunder includes all royalties due Artist, the individual producers and all other Persons in connection with the sale of Records or other exploitation of the Subject Masters.

4. Licenses for Musical Compositions (A) (i) Artist grants to Company, Company’s affiliates, licensees and distributors an irrevocable license under copyright to reproduce each Controlled Composition on Records (other than Videos, which are covered in paragraph 4 (d) below and to distribute them in the United States and Canada and to authorize others to do so. (ii) for that license, Company will pay mechanical royalties (“Mechanical Royalties”) on units for which Company receives Gross Receipts at the following rates: (a) On Records manufactured for distribution in the United States and Canada: the rate equal to seventy-five percent (75%) of: (1) with respect to the United States, to Canada, the prevailing industry rate in effect applicable to the use of musical compositions on Records, on the earlier of: (y) The date of the Delivery of the Album project (or other recording project) concerned; or (z) The date of expiration of the time within which the Master concerned is required to be Delivered under paragraph 2 above. (B) No Mechanical Royalties will be payable for Compositions that are arranged versions of public domain works or for Records described in paragraphs 4(k) (i) The total Mechanical Royalty for all Compositions on any Album, including Controlled Compositions, will be limited to ten (10) times the amount which would be payable on it under paragraph 4(a)(ii) if it contained only one (1) Controlled Composition. The total Mechanical Royalty on any single will be limited to two (2) times that amount. The total Mechanical Royalty on any Record which is not an Album, EP, or a single will be limited to three (3) times that amount. (ii) If Company makes any overpayment of Mechanical Royalties for Controlled Compositions to any Person, Artist will reimburse Company for it; Company may also recoup it from any payments due or becoming due to Artist. If company pays any Mechanical Royalties for overpayments. If the total Initial:

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ARTIST- RECORDING COMPANY AGREEMENT

(iii)

(iv)

(v)

(vi)

amount of the Mechanical Royalties which Company pays on any Record consisting of Subject Masters 9including Mechanical Royalties for compositions which are not Controlled Compositions) is higher than the limit fixed for that Record under paragraph 4(b) above, that excess amount will be considered an overpayment also. Artist also grants to Company and the Distributor an irrevocable license under copyright to reproduce each Controlled Compositions in Videos, to reproduce those Videos, to distribute them, and to perform them in any manner (including, without limitation, publicly and for profit) TO MANUFACTURE AND TO DISTRIBUTE AUDIOVISUAL Records embodying the Videos, and to exploit the Videos otherwise, by any method and in any form now or hereafter known, throughout the world and to authorize others to do so, all without any additional payment hereunder. If the copyright in any Controlled Composition is owned or controlled by anyone else, Artist will cause that Person to grant Company the same rights described in this paragraph 4. If the copyright in any Controlled composition is transferred, the transfer will be made subject to this Agreement. If any Subject Master(s) contain copyrighted compositions which are not Controlled Compositions, Artist will use reasonable efforts to obtain licenses covering those compositions for Company’s benefit on the same terms as those which apply to Controlled Compositions under this paragraph 4, if Company requests; provided that Artists failure to do so shall not affect Company’s ability to deduct any overpayment of Mechanical Royalties from any and all monies payable to Artist hereunder, or demand reimbursement as set forth in paragraph 4(b) above, Artist will cause the issuance of effective licenses under copyright and otherwise, to reproduce each Controlled Composition on Records, and to distribute those Records outside the United States and Canada, on terms not less favorable to Company or its Licensees, than the terms most favorable to Record manufacturers prevailing on a general basis in the country concerned with respect to the use of musical compositions on Records. Artist hereby grants to Company the irrevocable right throughout the Territory to reproduce the title and/or lyrics to each Composition embodied in a Subject Master on the packaging of Records embodying such Subject Master without payment to any Person. Artist herby further grants to Company the irrevocable right throughout the world to recreate the title and/or lyrics to any Composition embodied in a Subject Master in the so-called “text mode” of digital Records (including, without limitation, enhanced CD, CD-ROM, CD+) embodying such Subject Master, or in any other medium, whether now known or hereafter developed, without payment to any Person. If Company is required to pay any monies to any Person for the exercise of any of the rights Initial:

9

ARTIST- RECORDING COMPANY AGREEMENT granted to it under this paragraph 4(f), the Company shall have the right to demand reimbursement therefore from Artist (and Artist shall immediately make such reimbursement) and the right to deduct such costs from all monies payable to Artist.

5. Accounting and Audits (a)

(b)

Company shall send to Artist statements for royalties payable pursuant to paragraph 3 and paragraph 4 above on or before September 30th for the semiannual period ending the preceding June 20th and on or before March 31st for the semiannual period ending the preceding December 31st, together with payment of royalties, if any, earned by Artist hereunder during the semiannual period for which the statement is rendered, less all Advances and chares under this Agreement, Company shall have the right to hold reasonable reserves in respect of sales hereunder. Each royalty reserve will be liquidated not later than the end of the fourth (4th) full semi-annual accounting period following the period during which such reserve is initially established. Artist shall be deemed to have consented to all royalty statements and all other accountings rendered by Company hereunder and each royalty statement and other accounting shall be conclusive, final and binding, shall constitute an account stated and shall not be subject to any objection for any reason whatsoever unless Artist gives Company written notice stating the specific basis for that objection within two (2) years after the date such statement was due to be rendered. Artist may not maintain an action, suit, or proceeding of any nature against Company in respect of any royalty statement or other accounting rendered by Company hereunder (or in respect of the accounting period to which it relates) unless Artist commences that action, suit, or proceeding against Company in a court of competent jurisdiction within three (3) years after the date such statement was due to be rendered. Company shall maintain books and records concerning the sale of records hereunder. An independent certified public accountant on Artist’s behalf may, at Artist’s own expense, examine and make extracts of those books and records (but may not examine any of Company’s books or records relating to the manufacture of records hereunder) solely for the purpose of verifying the accuracy of royalty statements and other accountings rendered by Company hereunder, only during our normal business hours and only upon reasonable written notice. Company’s books and records relating to a particular royalty statement or other accounting may be examined only within two (2) years after the date such statement was due to be rendered. Company shall have no obligation to permit Artist to examine Company’s books or other accounting Initial:

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ARTIST- RECORDING COMPANY AGREEMENT

(c)

(d)

(e)

more than once per year nor more than once with respect to a particular royalty statement hereunder. Such examination shall be conditioned upon the accountant’s agreement to us that she/he is not being compensated on a contingent fee basis. Further upon the conclusion of such audit, Artist shall immediately submit to Company a copy of the audit report prepared by such accountant. The rights hereinabove grated to Artist shall constitute Artist’s sole and exclusive rights to examine Company’s books and records. If Artist commences suit on any controversy or claim concerning accountings rendered hereunder in a court of competent jurisdiction, the scope of the proceeding will be limited to determination of the amount of monies due for the accounting periods concerned, and the court will have no authority to consider any other issues or award any relief except recovery of any monies found owing. Without limiting the generality of the preceding sentence, Artist shall not have any right to seek termination of this Agreement or avoid the performance of Artist’s obligations under it by reason of any such claim. Company shall have the right to deduct from any amounts payable to Artist hereunder that portion thereof as may be required to be deducted under any statute, regulation, treaty or other law, or under any union or guild agreement, and Artist shall promptly execute and deliver to Company any forms or other documents as may be required in connection therewith. Artist acknowledges that Company’s books and records contain confidential trade information. Neither Artist nor its representatives shall at any time communicate to others or use on behalf of any other Person any facts or information obtained as a result of such examination of Company’s books and records.

6. Exclusivity: Re-recording Restrictions (a)

(b)

During the Term and subject to paragraph 6(b) hereinbelow: (i) Artist shall not enter into any agreement or make any commitment which would interfere with Artist’s performance of any of the terms and provisions hereof; (ii) Artist shall not perform for the purpose of making records by or for any Person other than for Company; and (iii) Artist shall not authorize or permit the use of Artist’s name (including Artist’s current professional name or any professional name hereafter used by Artist), photograph, likeness or other identification, voice or other sound effects, or performance, for or in connection with the production, sale, advertising or exploitation of records by or for any Person other than Company. After the expiration of the Term, for any reason whatsoever, Artist will not perform any Composition which shall have been recorded hereunder for any Initial:

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ARTIST- RECORDING COMPANY AGREEMENT Person other than Company for the purpose of making Records or Master Recordings prior to the later of two (2) years after the expiration of the Term; or five (5) years from the date such Composition was released on a Record

7. Co-Publishing

(a)

(b)

(c)

(d)

The term of this Paragraph 7 shall be in accordance with the provisions of paragrapgh 1(a)(i) and 1(a)(ii) hereinabove. Notwithstanding anything contained in paragraph 1(a) to the contrary, Company may exercise each option in connection with the rights granted to Company pursuant to this paragraph 7 by sending Artist written notice of its election to do so within sixty (60) days from the Delivery of the applicable Qualifying Album (except the First Qualifying Album) to Company. You, on behalf of yourself and all of your publishing entities, hereby irrevocably and absolutely assign, convey and set over to Company or Company’s publishing affiliate an undivided fifty (50%) percent interest in the worldwide copyright (and all renewals and extensions thereof) and all other rights, title and interest with respect to each Composition written or composed, in whole or in part by you, prior to and during the Term of this “Agreement, or which is owned or controlled, directly or indirectly, in whole or in part, or acquired by you prior to and during the Term of this Agreement (“Subject Composition(s)”). Company or Company’s publishing affiliate shall be the exclusive administrator of all rights in and to each Subject Composition and it shall be entitled to exercise any and all rights with respect to the control, exploitation, and administration of each Subject Composition, including without limitation, the sole right to grant licenses, collect all income, to use your names (including your professional names), your approved likeness and approved biographical Composition, to compromise and otherwise dispose of claims concerning each Subject Composition, and the right to license and sub-publish throughout the Territory all or part of the rights granted to Publisher herein and otherwise administer and do all things permitted by law in the administration of the Subject Compositions in accordance with the terms and conditions of this Agreement. For and in consideration of the rights granted pursuant to this paragraph 7 to Company and conditioned upon your full and faithful performance of the terms and conditions contained Company shall account and pay royalties (if Initial:

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ARTIST- RECORDING COMPANY AGREEMENT

(e)

8.

any) due to you pursuant to this paragraph 7 in accordance with the provisions of paragraph 5 hereinabove. You represent and warrant that each Subject Composition is original and does not infringe upon or violate the rights of any other person, the Compositions are not defamatory, that you and your music publishing designee are and will remain affiliated with ASCAP, BMI, SESAC, or another recognized performing rights society and that the Subject Compositions do not violate any applicable criminal statute, including but not limited to such third party’s copyright, trademark, service mark, or right of privacy or publicity.

Merchandising

Artist hereby grants to Company and its licensees the exclusive right, throughout the world, to use and authorize the use of Artist’s name, pictures, likenesses and biographical material, either alone or in conjunction with other elements, in connection with the sale, lease, licensing or other disposition of merchandising rights, whether or not in connection with Master Recordings hereunder. For the rights granted by Artist to Company in this paragraph, Company shall pay to Artist a royalty of fifty percent (50%) percent of Company’s net earned royalty receipts derived from the exploitation of such rights, after deducting all costs and third party payments relating thereto. In addition, Company shall pay a one time advance to Artist in the amount of Five Thousand ($5000) dollars. Such amount shall be payable to Artist upon Artist’s commencement of the first concert tour in connection with the marketing of the First Album hereunder, such concert tour shall consist of a minimum of fifteen (15) “major” market live performances.

9. Other Revenue Artist agrees on a monthly basis to account to and pay Company fifty (50%) of Artist’s gross earnings received or receivable by, or credited or to be credited to, or for the account of, the Artist or by another party on Artist’s behalf to whom Artist directs that such income be paid during the Operative Period (as defined below) derived from the following activities in the media and entertainment industry (“Artist Activities”) (a) personal appearances whether or not before an audience and whether or not live and/or recorded for exhibition or broadcast, including tours; (b) appearing in television programs, video, films or in live theatre productions as artists or as serious actors; (c) the exploitation, transmission or distribution of recordings of performances by Artist via wired or wireless systems, broadband, narrowband or other internet, satellite, optical fiber, wire cable or telephone; (d) the writing of literary or dramatic works, Initial:

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ARTIST- RECORDING COMPANY AGREEMENT including without limitation, fictional and non-fictional works, poems, newspaper, magazine and other press articles and manuscripts (including without limitation, television and film scripts and screenplays; and (e) exploiting artist’s name, reputation and image by sponsorship, endorsement or any other advertising or promotional means. For the purposes of this paragraph 8, the Operative Period shall mean the period commencing as of the date hereof and ending five (5) years after the termination or expiry of the Term of the Agreement. Before entering into any agreement that relates in whole or in part to the Artist Activities during the Operative Period, the Artist shall notify Company in writing of the material terms of the intended agreement and Artist shall obtain the Company’s prior written consent to the Artist entering into such an agreement. Nothing contained in this paragraph shall be deemed to limit any of Company’s rights under this Agreement.

10.Reprenstations, Warranties and Indemnity (a)

Artist represents, warrants and agrees that: (i) Artist is not a party to any contract or agreement which prevents Artist from fulfilling any of Artist’s obligations hereunder or which impairs any rights granted to Company hereunder; (ii) Artist has the right to enter into and perform this entire Agreement; (iii) all Masters and Videos delivered by Artist hereunder shall be free and clear of any and all encumbrances and Company shall not be required to obtain any permissions or clearances before exploiting said Masters or Videos; (iv) neither any name(s) utilized by Artist, the Masters and Videos delivered by Artist hereunder, any of the Compositions embodied therein, any other matters or materials supplied by Artist hereunder, nor any exploitation or use of any of the foregoing, shall violate or infringe upon any civil, personal or proprietary rights of any Person, including, without limitation, trademarks, trade names, copyrights and rights of privacy and publicity; (v) Artist has reached the age of majority in all applicable jurisdictions; (vi) Artist shall comply with all binding laws, rules, regulations and agreements which are in any way related to Artist’s services to be performed hereunder, including, without limitation, those promulgated by applicable unions and federal, state and local authorities; (vii) Artist shall not authorize or knowingly permit :artist’s performances to be recorded for any purpose without Company’s prior consent; (viii) during the term, Artist shall have valid and enforceable contracts with all other persons who rendered services in connection with the recording and production of Masters and Videos, all of whom shall grant to Artist all rights necessary for Artist’s full performance hereunder; (ix) there are now in existence no prior recorded performances by Artist unreleased within the United States of America and elsewhere in the Initial:

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ARTIST- RECORDING COMPANY AGREEMENT

(b)

(c)

world and that Artist will not record herein under any Composition previously recorded by Artist; and (x) neither Artist, nor any Person deriving any rights through Artist, shall at any time do or authorize any Person to do, anything inconsistent with, or which might diminish or impair, any of Company’s rights hereunder. All of Artist’s representations and warranties shall be true and correct upon execution hereof and upon delivery of each Subject Master, and shall remain in effect in perpetuity. Company’s acceptance of Master Recordings or other materials hereunder shall not constitute a waiver of any of Artist’s representations, warranties or agreements in respect thereof. Artist agrees to indemnify Company against, and hold Company harmless from, any and all claims, liabilities, causes of action, damages, reasonable expenses, costs of defense (including reasonable attorney’s fees and court costs) and other costs arising out of or in any way related to any breach or claimed breach of any representation, warranty or agreement by Artist contained in this Agreement. Artist agrees that Company may withhold sums otherwise due Artist hereunder in amounts reasonably related to such claim(s) until such time as such claim(s); provided, however, that Company shall release sums withheld pursuant to this sentence in the event that no action is filed within one (1) year of Company’s receipt of said claim or in the event Artist delivers to Company a bond satisfactory to Company with respect to said claim. Artist shall be notified of any such claim, action or demand and shall have the right, at its own expense, to participate in the defense thereof with counsel of its own choosing; provided, however, that Company’s decision in connection with the defense or settlement of any such claim, action or demand shall be final.

11.Termination If Artist refuses, neglects, fails, or is unable to fulfill any of Artist’s obligations hereunder, including, without limitation, Artist’s obligation to record for and deliver to Company Masters within the time periods set forth above or within the approved budget, Company may, without limiting Company’s other rights or remedies, terminate the Term upon written notice to Artist, in which event Company shall have no obligations or liabilities to artist under this Agreement, except for Company’s obligations, if any, with respect to Masters recorded prior to that termination. If Company refuses to permit Artist to fulfill Artist’s minimum recording commitment for any Contract Period, other than as a result of an event or contingency referred to in this paragraph 8, Company shall have no obligations or liabilities to Artist in connection therewith. Initial:

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12.Videos During the Term, Company shall have the right to require Artist to perform at such times and places as Company reasonably designates for the production of films or videotapes featuring Artist’s performances of compositions embodied on Subject Masters (each a “Video”). Company shall meaningfully consult with Artist regarding the major creative elements of each Video (e.g. director, storyboard, concept). Company shall be the exclusive owner throughout the world and in perpetuity of such Videos and all rights therein, including all copyrights and renewal of copyrights, and shall have all of the rights with respect thereto which are set forth in paragraph 3 hereinabove, including without limitation, the right, but not obligation, to use and exploit such Videos in any and all forms. No other separate compensation shall be due Artist in connection with filming and/or making of Videos and their broadcast, transmission, reproduction and/or other exploitation.

13.Force Majeure Company reserves the right to suspend the operation of this agreement and its obligations hereunder for the duration of any contingencies by reason of which Company is materially hampered in its recording, manufacture, distribution or sale of Records, or its normal business operations become commercially impracticable: for example, labor disagreements; fire; catastrophe; shortage of materials; or any cause beyond Company’s control. A number of days equal to the total of all such days of suspension may be added to the Contract Period in which such contingency occurs and the dates for the exercise by Company of its option as set forth in paragraph 2(a)(ii). The dates of commencement of subsequent Contract Periods and the Term shall be deemed extended accordingly.

14.Miscellaneous (a)

(b)

Company may, at its election, assign this agreement or any of its rights hereunder. Artist may not assign this Agreement or any of Artist’s rights or obligations hereunder and any such purported assignment shall be null and void ab initio; provided however, that Company shall not unreasonably refuse to allow Artist to assign Artist’s rights hereunder to a corporation solely owned by Artist in the event Artist executes a so-called “inducement letter” in a form satisfactory to Company in connection therewith. Company shall not be deemed to be in breach of any of Company’s obligations hereunder unless and until Artist shall have give Company specific written notice by certified or registered mail, return receipt requested, Initial:

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(c)

(d)

(e)

(f)

(g)

describing in detail the breach and Company shall have failed to cure that breach within thirty (30) days after Company’s receipt of that written notice. All notices hereunder shall be in writing and shall be given by personal delivery, registered or certified mail return receipt requested or overnight courier with proof of receipt, at the respective addresses hereinabove set forth, or such other address or addresses as may be designated by either party, provided that any royalty statement may be sent by regular mail. Such notices shall be deemed given when sent except that notice of change of address shall be effective only from the date of its receipt. A copy of all notices given to Company must be sent to Avenue Records Inc, 953 East Sahara Suite F18, Las Vegas, NV 89104, attn. Greaz Dillon. Nothing herein contained shall constitute a partnership or a joint venture between the parties. Artist is performing Artist’s obligations hereunder as an independent contractor. Neither party hereto shall hold itself out contrary to the terms of this subdivision, and neither party shall become liable for any representation, act or omission of the other contrary to the provisions hereof. This Agreement shall not be deemed to give any right or remedy to any third party whatsoever unless that right or remedy is specifically granted by Company in writing to that third part. The paragraph headings used herein are provided solely for the convenience of the parties and shall not be deemed to constitute a legally binding portion of this Agreement. This Agreement shall not become effective until signed by Artist and countersigned by a duly authorized officer of Company. This Agreement sets forth the entire understanding of the parties relating to its subject matter. No modification, amendment, waiver, termination or discharge of this Agreement or of any its terms shall be binding upon either party unless confirmed by a document signed by both parties. No waiver by either party of any term of this Agreement or of any default hereunder shall affect such party’s rights thereafter to enforce that term or to exercise any right or remedy in the event of any other default, whether or not similar. This Agreement has been entered into in, and is to be interpreted in accordance with the laws of the State of Nevada applicable to contracts made and to be performed entirely within the State of Nevada. All actions between the parties arising out of or related to this agreement shall be brought exclusively in the state or federal courts located in the State of Nevada and each party herby submits to the jurisdiction of those courts. Except as otherwise expressly provide herein or otherwise shall be cumulative and none of them shall be in limitation of any other right or remedy.

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15.

Counsel Artist herby acknowledges that Company has advised Artist to obtain independent legal counsel in connection with the execution of this Agreement and Artist further acknowledges that Artist has either obtained such independent legal counsel or has voluntarily waived Artist’s right to do so. Artist and Company each declares that each has had the opportunity before signing this agreement to read this agreement carefully and to discuss the exact provisions of this agreement with advisors who understand the record industry generally, and this type of recording agreement.

Artist now has the following professional name(s):

16. DATE: This agreement is effective as of: COMPANY:

December 1, 2009 ARTIST: _____

Avenue Record Inc. BY: Greaz Dillon, CEO ARTIST: Address: Phone: Social Security No:

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