Dated: As of August 19, 1998 David Ware (currently, professionally known as "Baby S") c/o Bobbitt & Roberts 1620 26th Street Suite 150 South Santa Monica, California 90404 Attention: Jacque Shirley, Esq. Dear Mr. Ware: The following constitutes your...

                             WALL STREET RECORDS LLC
                               d/b/a ANTRA RECORDS
                              c/o A&M Records, Inc.
                                 Worldwide Plaza
                                 000 0xx Xxxxxx
                            Xxx Xxxx, Xxx Xxxx 00000


                                                    Dated: As of August 19, 1998


Xxxxx Xxxx
(currently, professionally known as "Baby S")
c/x Xxxxxxx & Xxxxxxx
0000 00xx Xxxxxx
Xxxxx 000 Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxxx, Esq.

Dear Xx. Xxxx:
                  The following constitutes your and our agreement ("Contract"):

                  1. Services. During the term of this Contract ("Term") you
  shall, in accordance with the provisions hereof, render to us your services
  and furnish to us the services of one (1) or more producers for the purpose of
  recording and delivering to us Masters.

                  2. Term.

                     (a) The Term shall consist of an "Initial Period" and of
           the "Renewal Periods" for which we shall have exercised the options
           hereafter provided. We shall have three (3) separate options, each to
           extend the Term for a Renewal Period. The Initial Period and each
           Renewal Period are each hereafter sometimes referred to generally as
           a "Contract Period." Each Renewal Period is hereafter sometimes
           referred to respectively in chronological order as the "First Renewal
           Period," "Second Renewal Period," and "Third Renewal Period." We may
           exercise each option to extend the Term for a Renewal Period by
           giving you notice of our election to do so at any time prior to the
           commencement of the Renewal Period for which our option is exercised;

                      (b) (i) The Initial Period shall commence on the date
               hereof and shall continue until the date nine (9) months, or such
               fewer number of days of which we may advise you in writing, after
               the initial release in the United States, if any, of the last
               Album required to be delivered to us in


                                        1






               fulfillment of your "Recording Commitment" (defined below)
               hereunder for the Initial Period, which initial release, for
               purposes of this subparagraph 2(b)(i) only, shall be deemed to
               occur on the earlier of, (1) the date of the actual initial
               release in the United States, if any, of that last Album; or (2)
               the date that is one hundred twenty (120) days after your
               delivery to us of that last Album. No days between November 15
               and February 15 of the next calendar year shall be taken into
               account for purposes of determining the duration or end of that
               one hundred twenty (120) day period referred to in the
               immediately preceding sentence; and

                          (ii) Each Renewal Period shall run consecutively,
               shall commence upon the expiration of the immediately-preceding
               Contract Period and shall continue until the date nine (9)
               months, or such fewer number of days of which we may advise you
               in writing, after the initial release in the United States, if
               any, of the last Album required to be delivered to us in
               fulfillment of your Recording Commitment for that Renewal Period,
               which initial release, for purposes of this subparagraph 2(b)(ii)
               only, shall be deemed to occur on the earlier of: (1) the date of
               the actual initial release in the United States, if any, of that
               last Album; or (2) the date that is one hundred twenty (120) days
               after your delivery to us of that last Album. No days between
               November 15 and February 15 of the next calendar year shall be
               taken into account for purposes of determining the duration or
               end of that one hundred twenty (120) day period referred to in
               the immediately preceding sentence; and

                     (c) Notwithstanding the foregoing, if as of the last date
           on which we have the right to extend the Term for a Renewal Period
           pursuant to subparagraph (b)(i) or (b)(ii) above, we have failed to
           exercise our option to extend the Term for the next Renewal Period,
           the then-current Contract Period nonetheless shall continue until you
           notify us in writing of that failure, referring specifically to this
           subparagraph 2(c). If we fail to exercise our option to extend the
           Term for the next Renewal Period on or before the date that is thirty
           (30) days after we receive that specific written notice from you,
           then the Term shall end on the date that is thirty (30) days after we
           receive that notice from you, as if that date were the original
           expiration date of the Term, without any liability or additional
           obligation to you in connection therewith.

                  3. Recording Commitment.

                     (a) Your "Recording Commitment" is as follows: During the
           Initial Period, you shall record for and deliver to us, at a minimum,
           Masters sufficient to constitute one (1) Album, plus, at our option,
           Masters sufficient to constitute one (1) additional Optional Album,
           and during each Renewal Period, if any, you shall record for and
           deliver to us, at a minimum, Masters sufficient to constitute one (1)
           Album, plus, at our option, Masters sufficient to constitute one


                                        2







          (1) additional Optional Album; provided, however, that in the
          aggregate, without your prior consent, you shall not have the
          obligation to deliver to us hereunder in excess of seven (7) "Required
          Albums" (defined below). We may exercise our option for the Optional
          Album to be recorded and delivered to us during a Contract Period by
          giving you reasonable, written notice of our election to do so at any
          time prior to the expiration of that Contract Period. Each Album
          required to be delivered to us in fulfillment of your Recording
          Commitment is hereinafter sometimes referred to generally as a
          "Required Album." Accordingly, you might be required to record for and
          deliver to us as many as seven (7) Required Albums. The Required
          Albums are sometimes referred to as the "First Album," "Second
          Album,""Third Album," "Fourth Album," "Fifth Album," "Sixth Album,"
          and "Seventh Album," respectively; and

                           (b) You shall deliver to us the First Album no later
          than sixty (60) days after the date hereof. You shall deliver to us
          the Optional Album, if any, during the Initial Period no sooner than
          ten (10) and no later than twelve (12) months following delivery to us
          of the First Album. During each Renewal Period, you shall deliver to
          us the Required Album no later than three (3) months after the
          commencement of the particular Renewal Period. You shall not without
          our prior written consent, however, either (i) commence the recording
          of any Masters for any Required Album prior to the date that is eight
          (8) months after the date of your delivery to us of the
          immediately-prior Required Album or (ii) deliver to us a Required
          Album prior to the date that is ten (10) months after the date of your
          delivery to us of the immediately-prior Required Album.
          Notwithstanding anything to the contrary contained herein, you shall
          deliver to us each Required Album as and when required hereunder so
          that all seven (7) Required Albums are delivered to us within seven
          (7) years after the date hereof.

                   4. Recording Procedures.

                           (a) You shall designate and submit to us for your and
          our mutual approval the producer of each of the Masters, the Musical
          Compositions or other Selections which shall be embodied in those
          Masters, all other individuals rendering services in connection with
          the recording of those Masters, the studios at which those Masters
          shall be recorded, and the dates of recording of those Masters
          (collectively referred to as "Recording Elements"). You shall also
          prepare and submit to us for our approval a proposed budget for all
          "Recording Costs" (as defined below) setting forth in such detail as
          is reasonably required by us all costs and expenses to be paid or
          incurred for the production, recording and delivery to us of the
          Masters ("Recording Budget"). No recording sessions shall be commenced
          nor shall any commitments be made or costs incurred hereunder with
          respect to any Masters unless and until we shall have approved in
          writing each Recording Element and the Recording Budget for those
          Masters. If we shall disapprove of the Recording Budget submitted by
          you, then our decision (including, at our election, our designation of
          the Recording Budget


                                        3




          in substitution for the Recording Budget submitted by you and
          disapproved by us) shall be final;

                           (b) You shall furnish to us at such times as we shall
          require all union contract forms, report forms, invoices and other
          information that we shall require so that we promptly may pay all
          Recording Costs, otherwise comply with any of our obligations in
          connection with the Masters, release Phonograph Records embodying the
          Masters and otherwise exploit the Masters;

                           (c) At our election, recording sessions for the
          Masters shall be conducted under our or our designee's recording
          license;

                           (d) Our representatives may attend recording sessions
          for the Masters. The costs paid or incurred by our representatives to
          attend recording sessions for the Masters shall be borne solely by us
          and shall not be recoupable from royalties earned by you hereunder;

                           (e) You shall deliver to us the Masters promptly
          after their completion. All original session tapes and any derivatives
          or reproductions thereof shall be delivered to us concurrently, or, at
          our election, maintained at a recording studio or other location
          designated by us, in our name and subject to our control. Each Master
          shall be subject to our approval as commercially and technically
          satisfactory for the manufacture and sale of Phonograph Records, and,
          upon our request, you shall re-record any Musical Composition or other
          Selection until a Master that is commercially and technically
          satisfactory to us shall have been obtained;

                           (f) Each Master shall embody your vocal and
          instrumental performances as the sole featured artist of a single
          Musical Composition and shall be newly-recorded in its entirety in a
          recording studio. Accordingly, no Masters shall be recorded in whole
          or in part at live concerts or other live performances. Each Required
          Album shall embody recordings of no fewer than ten (10) and no more
          than thirteen (13) Musical Compositions. You shall not record or
          deliver hereunder nor shall we be obligated to accept Masters
          constituting a Multiple Album. If, however, you shall do so and we
          shall accept those Masters hereunder, then, at our election, for the
          purpose of calculating the number of Masters recorded and delivered
          hereunder, those Masters shall be deemed to constitute only one (1)
          Album;

                           (g) Any Master Recording which is not recorded or
          delivered in all respects in accordance with the terms hereof shall
          not constitute a Master in fulfillment of your Recording Commitment,
          unless we otherwise consent in writing or unless we actually
          commercially exploit the Master Recording, in which event that Master
          Recording that is commercially exploited by us in our sole discretion
          shall constitute a Master, provided, however, that you agree that
          Master


                                        4



          Recordings delivered by you to us as so-called "B-sides" and used as
          such shall not apply towards the fulfillment of your Recording
          Commitment. Notwithstanding anything to the contrary contained in the
          immediately preceding sentence, our commercial exploitation of a
          Master Recording which was not recorded or delivered in all respects
          in accordance with the terms hereof shall not relieve you of your
          obligation to provide us with all necessary consents, approvals and
          other delivery materials required by us under this Contract
          (including, without limitation, the materials set forth in
          subparagraph 18(i) below) for the release of Phonograph Records
          embodying that Master Recording and for the manufacture of album
          covers or other packaging therefor, and all of your representations,
          warranties and covenants hereunder, as well as the provisions of
          paragraph 19 below, shall continue to apply with respect to that
          Master Recording. Furthermore, if we shall make any payments with
          respect to any Master Recording which is not recorded for or delivered
          to us in all respects in accordance with the terms hereof, you shall
          pay to us, upon our demand, the amount thereof and, without limiting
          our other rights and remedies, we may deduct that amount paid or
          incurred by us for any reason from any monies payable by us hereunder;
          and

                           (h) If for any reason you delay the commencement of
          or are unavailable for any recording sessions for the Masters, you
          shall pay us, upon our demand, an amount equal to the expenses or
          charges paid or incurred by us by reason thereof. Without limiting our
          other rights and remedies, we may deduct that amount paid or incurred
          by us for any reason from any monies payable by us hereunder.
          Notwithstanding anything to the contrary contained in this
          subparagraph (h), we shall not demand you to pay to us the amount of
          any expenses or charges paid or incurred by us by reason of your
          delaying the commencement of or unavailability for any recording
          sessions if such expenses or charges were due to any reason which was
          beyond your reasonable control, or which you could not have reasonably
          avoided; provided, however, that we shall have the right to deduct the
          amount of any such expenses or charges paid or incurred by us from any
          monies payable by us hereunder.

                   5. Recording Costs.

                            (a) We shall pay the Recording Costs of those
          Masters recorded at recording sessions conducted in accordance with
          the terms hereof in an amount not in excess of the approved Recording
          Budget. If the Recording Costs of any Masters shall exceed the
          Recording Budget therefor designated by us or approved by us in
          writing, you shall be solely responsible for and shall pay promptly
          the excess. If, however, we pay the excess, you shall pay to us, upon
          our demand, the amount thereof and, without limiting our other rights
          and remedies, we may deduct all such amounts paid or incurred by us
          for any reason from any monies payable by us hereunder. You shall be
          solely responsible for and shall pay any payments to any individuals
          rendering services in connection


                                        5



          with the recording of the Masters which exceed union scale unless the
          excess and the recipient thereof shall have been specified in the
          approved Recording Budget. You shall also be solely responsible for
          and shall pay any penalties incurred for late payments caused by your
          delay in submitting union contracts forms, report forms, or invoices
          or other documents. If, however, we pay any excess not approved by us
          in writing or any penalties, you shall pay to us, upon our demand, the
          amount thereof, and, without limiting our other rights and remedies,
          we may deduct that amount from any monies payable by us hereunder; and

                           (b) The term "Recording Costs" shall include, without
          limitation, all minimum union scale payments made to you, all payments
          made to any other individuals rendering services in connection with
          the production and recording of the Masters (including, without
          limitation, the individual producers and co-producers of the Masters),
          all other payments which are made pursuant to any applicable law or
          regulation or the provisions of any collective bargaining agreement
          between us and any union or guild (including, without limitation,
          payroll taxes and payments to union pension and welfare funds and/or
          health and retirement funds), all amounts paid or incurred for studio
          or hall rentals, tape, engineering, editing, mixing, remixing,
          instrument rentals and cartage, mastering, transportation and
          accommodations, immigration clearances, trademark and service xxxx
          searches and clearances, any so-called "per diems" for any individuals
          (including you) rendering services in connection with the recording of
          the Masters, together with all other amounts paid or incurred in
          connection with the production, recording and delivery to us of the
          Masters. Recording Costs shall be recoupable from royalties payable by
          us hereunder. Notwithstanding the foregoing, royalties payable by us
          to the AF of M Music Performance Trust Fund or Special Payments Fund
          or any sums payable solely in respect of the sale of Phonograph
          Records hereunder to any union or union trust fund or similar fund
          based on Record sales shall not be deemed to be Recording Costs and
          shall not be recoupable hereunder.

                   6. Rights.

                           (a) All Master Recordings and Audio-Visual Recordings
          recorded during the Term which embody your performances, from the
          inception of the recording thereof, and all artwork created for use in
          connection with any reproduction thereof ("Artwork") shall be deemed,
          for purposes of copyright law throughout the universe, works made for
          hire for us by you and all other persons rendering services in
          connection with those Master Recordings, Audio-Visual Recordings and
          Artwork as our employees for hire. Those Master Recordings and
          Audio-Visual Recordings, from the inception of the recording thereof,
          and all Phonograph Records and other reproductions made therefrom,
          together with the performances embodied therein and all copyrights
          therein and thereto and all renewals and extensions thereof, and all
          Artwork and all copyrights in and to all


                                        6







          Artwork and all renewals and extensions thereof, shall be entirely our
          property throughout the universe, free of any claims whatsoever by you
          or any other person, firm, or corporation. Accordingly, we shall have
          the exclusive right to obtain registration of copyright (and all
          renewals and extensions) throughout the universe in those Master
          Recordings, Audio-Visual Recordings and Artwork in our name, as the
          owner and author thereof. If for any reason we shall be deemed not to
          be the author of those Master Recordings, Audio-Visual Recordings or
          Artwork, this Contract shall constitute an irrevocable transfer to us
          of ownership of copyright (and all renewals and extensions) throughout
          the universe in those Master Recordings, Audio-Visual Recordings or
          Artwork (as applicable) and, accordingly, you hereby grant, transfer,
          convey and assign directly to us the entire right, title and interest
          throughout the universe, including, without limitation, the copyright,
          the right to secure copyright registration and any and all copyright
          renewal rights, in and to all Master Recordings and Audio-Visual
          Recordings recorded during the Term which embody your performances and
          in and to all Artwork;

                           (b) You shall, upon our request, cause to be executed
          and delivered to us transfers of ownership of copyright (and all
          renewals and extensions) in those Master Recordings, Audio-Visual
          Recordings and Artwork and any other documents as we may reasonably
          deem necessary or appropriate to vest in us the rights granted to us
          in this Contract, and you hereby irrevocably appoint us your
          attorney-in-fact for the purpose of executing those transfers of
          ownership and other documents in your names. We shall not, however,
          exercise the power of attorney granted to us in this subparagraph 6(b)
          unless and until you shall have failed to execute and deliver to us
          those instruments of transfer of copyright and/or any other documents
          within five (5) days after your receipt of our request therefor;

                           (c) Without limiting the generality of the foregoing,
          we and any person, firm, or corporation designated by us shall have
          the exclusive, perpetual right throughout the universe to manufacture,
          sell, distribute and advertise Phonograph Records, Audio-Visual
          Records and other reproductions embodying those Master Recordings or
          Audio-Visual Recordings under any trademarks, trade names or labels,
          and to lease, license, convey and otherwise exploit and use those
          Master Recordings by any method (whether now known or unknown) and in
          any medium (whether now known or unknown) and to perform publicly
          Phonograph Records, Audio-Visual Records and other reproductions
          embodying those Master Recordings or Audio-Visual Recordings, all upon
          such terms as we may approve, or we may refrain from doing any or all
          of the foregoing;

                           (d) If you are entitled to any reversion of the
          copyright or other right, title and interest in and to Masters (or any
          of them) pursuant to the laws of the United States or any other
          country of the world, and that reversion is effected, then you hereby
          irrevocably license to us exclusively the entire


                                        7







          worldwide right, title and interest, including, without limitation,
          the copyright in and to any such Master so acquired by you pursuant to
          the laws of the United States or any other country of the world, all
          for the duration of the copyright (and any renewals or extensions
          thereof) in and to such Master ("License Period"). In that event, we
          and any person, firm or corporation designated by us shall have the
          exclusive right throughout the universe during the License Period to
          manufacture, sell, distribute and advertise Phonograph Records,
          Audio-Visual Records and other reproductions embodying the Masters or
          Audio-Visual Recordings under any trademarks, trade names or labels or
          to lease, license, convey and otherwise exploit and use those Masters
          or Audio-Visual Recordings by any method (whether now known or
          unknown) and in any medium (whether now known or unknown) and to
          perform publicly Phonograph Records, Audio-Visual Recordings and other
          reproductions embodying the Masters or Audio-Visual Recordings all
          upon such terms as we may approve, or we may refrain from doing any or
          all of the foregoing, all in accordance with the provisions of this
          Contract. We shall have no obligation to pay to you any monies in
          connection with the grant set forth in this subparagraph 6(d) except
          that we shall continue to credit to your royalty account hereunder
          royalties earned by you in accordance with the provisions hereof on
          exploitations of the Masters occurring during the License Period as if
          we had continued to own the entirety of all right, title and interest,
          including, without limitation, the copyright in and to the Masters or
          Audio-Visual Record Recordings in accordance with the provisions of
          subparagraph 6(a), (b) and (c) above. You expressly acknowledge and
          agree that no provision of any applicable law, rule or regulation
          (including, without limitation, the copyright laws and regulations of
          the United States or Canada) permits you to terminate the transfer,
          grant, conveyance or assignment to us of the copyright in and to
          Master Recordings or Audio-Visual Recordings provided in this
          paragraph 6 or any other reversion of the copyright or other right,
          title and interest in and to the Masters. If any such law, rule or
          regulation shall apply at any time after the date hereof, you shall
          not exercise any rights pursuant to that law, rule or regulation;

                           (e) All matters relating to trademarks, notices,
          including, without limitation, UPC symbols (i.e., barcoding), or
          disclosures deemed advisable by us or our attorneys, and any matter
          other than the cover layout and the picture of the art to be used on
          the particular Required Album will be determined by us in our sole
          discretion; and

                           (f) Notwithstanding anything to the contrary
          contained herein, provided that you are not in breach of the material
          terms hereof which as of the date in question were required to have
          then been performed:

                                    (i) We shall not during the Term in the
                   United States sell or license for sale Phonograph Records
                   embodying Masters as premiums without your prior consent,
                   which you shall not unreasonably withhold;


                                        8






                                    (ii) The initial commercial release through
                   Normal Retail Distribution Channels in the United States, if
                   any, of each Required Album shall be on our then-current
                   so-called "top pop" label;

                                    (iii) During the Term in the United States,
                   we shall not reproduce or exploit commercially on Phonograph
                   Records any so-called "outtakes" of Master Recordings without
                   your prior consent, which you shall not unreasonably
                   withhold; and

                                    (iv) During the Term, we shall not use or
                   authorize the use of any Master in the soundtrack of any
                   theatrical motion picture which is then-currently rated "X"
                   or "NC-17" by the Motion Picture Association of America
                   without your prior consent, which you shall not unreasonably
                   withhold.

                   7. Name and Likeness.

                            (a) (i) We and any person, firm or corporation
                   designated by us shall have the perpetual, worldwide right to
                   use and to permit others to use your name (both legal and
                   professional, and whether presently or hereafter used by
                   you), likeness, and other identification, and biographical
                   material concerning you, and the name and likeness of any
                   producer rendering services in connection with Master
                   Recordings recorded by you during the Term for purposes of
                   trade and advertising. We shall have the further right to
                   refer to you during the Term as our exclusive recording
                   artist and you in your activities in the entertainment field
                   shall use reasonable efforts to be billed and advertised
                   during the Term as our exclusive recording artist. The rights
                   granted to us pursuant to this subparagraph 7(a) with respect
                   to your name, likeness, other identification and biographical
                   material concerning you shall be exclusive during the Term
                   and nonexclusive thereafter. Accordingly, but without
                   limiting the generality of the foregoing, you shall not
                   authorize or permit any person, firm, or corporation other
                   than us to use during the Term your legal or professional
                   name or your likeness in connection with the advertising or
                   sale of Phonograph Records. Notwithstanding anything to the
                   contrary contained herein, during the Term, you shall not use
                   any name other than the professional name utilized by you as
                   of the date of this Contract without first obtaining our
                   prior written consent thereto;

                                    (ii) During the Term, you shall submit to us
                   or we shall make available to you at our offices in New York,
                   New York for your inspection, photographs of you and
                   biographies concerning you for use in connection with the
                   exploitation of Masters. Notwithstanding anything to the
                   contrary contained herein, we shall not use any photographs
                   of you or biographies concerning you in connection with our
                   exploitation of


                                        9




                  Masters in the United States unless those photographs and
                  biographies shall have been either submitted or approved by
                  you hereunder, which approval you shall not withhold
                  unreasonably. If you shall fail to submit to us sufficient
                  photographs and biographies and if we shall have failed to
                  receive your written notice of your objection to the
                  photographs and biographies made available to you within five
                  (5) business days after we shall have made them available to
                  you for your inspection, we shall be free to utilize such
                  photographs and biographies as we shall reasonably require in
                  connection with our exploitation of Masters; and

                                    (iii) In connection with the initial release
                  in the United States of any Required Album during the Term,
                  you shall have the right to review and approve the "Artwork"
                  defined in paragraph 6 above that we intend to use on the
                  front cover of the packaging for each Required Album as
                  initially released in the United States on the terms and
                  conditions set forth in this subparagraph. Within a reasonable
                  time after our receipt of your written request therefor, we
                  shall inform you of the status of any Artwork that we
                  then-currently intend to use initially on the front cover of
                  the packaging for each Required Album as initially released in
                  the United States during the Term. Nothing contained in this
                  Contract or otherwise, however, shall obligate us to obtain
                  your approval of any Artwork hereunder later than five (5)
                  business days after that Artwork is made available to you for
                  your review in accordance with subparagraph (ii) above if to
                  do so after the five (5) business day period would delay or
                  reasonably threaten to delay our release or scheduled release
                  of a Required Album embodying the Artwork. You shall have the
                  right to approve of that Artwork that we intend to use on the
                  front cover of the packaging of the particular Required Album
                  as initially released in the United States on the same terms
                  and conditions that you have the right to review and approve
                  photographs and biographical materials concerning you
                  pursuant to the provisions of subparagraph (ii) above. Your
                  disapproval of any Artwork shall not be based on the per-unit
                  manufacturing cost of the Artwork for any Album hereunder or
                  on the initial cost to create the Artwork for any particular
                  Album hereunder. We shall have no obligation hereunder or
                  otherwise, with or without your approval, to utilize any
                  Artwork on any Albums embodying Masters if the per-unit
                  manufacturing costs of that Artwork on each Album would exceed
                  our then-current, standard per-unit manufacturing costs of
                  artwork used for Albums in our catalogue generally;

                            (b) You are the sole owner of each professional name
          used by you during the Term and no other person, firm or corporation
          has or will have the right to use that name in connection with
          Phonograph Records during the Term. We shall have the right, at our
          election, to cause a search to be instituted to determine whether
          there have been any third party uses of any names used by


                                       10




          you for Phonograph Record purposes. Further, we shall have the right,
          at our election, to apply for registration of your name to be made in
          favor of you for Phonograph Record and/or other entertainment purposes
          in the United States Patent and Trademark Office or such other federal
          institution as may then be charged with accepting those registrations.
          Any amounts paid by us in connection with any search or registration
          shall be deemed to be Recording Costs pursuant to subparagraph 5(b)
          above. If any search undertaken by us indicates or leads us reasonably
          to believe that your name should not be used hereunder, then you and
          we shall determine mutually a substitute name to be used by you.
          Nothing contained herein shall release you from your indemnification
          of us in respect of our use of any of your names, whether legal or
          professional or otherwise; and

                            (c) (i) As used herein, the term "Merchandising
                   Agreement" shall mean an agreement pursuant to which you or
                   an entity on your behalf ("Grantor") sell, transfer, convey,
                   assign, license, or otherwise dispose of any right to
                   reproduce and/or exploit your name, likeness, or logo, or
                   other materials concerning you on or in connection with any
                   products or services, other than Phonograph Records, which
                   are intended to be sold to the public through retail outlets,
                   at tour venues or otherwise. The term "Merchandising
                   Agreement" shall not include any agreement whose subject
                   matter is the commercial endorsement of any product or
                   service not embodying your name, likeness or logo of you.
                   Prior to the commencement of negotiations between Grantor and
                   any third party, you shall notify us of Grantor's desire or
                   intention to commence negotiations to enter into a
                   Merchandising Agreement. We shall have the right, at our
                   election, at any time within one hundred twenty (120) days
                   after our receipt of that notice from you, to cause Grantor
                   immediately to enter into good faith negotiations with us
                   concerning the terms and conditions of a Merchandising
                   Agreement. If for any reason we and Grantor are unable to
                   agree on the terms and conditions of a Merchandising
                   Agreement within thirty (30) days after our notice to you
                   requesting the commencement of those good faith negotiations,
                   then Grantor shall have the right to enter into negotiations
                   for a Merchandising Agreement with any third party, subject
                   to the provisions of subparagraph 7(c)(ii) below;

                                     (ii) Prior to Grantor entering into any
                   Merchandising Agreement, you shall cause Grantor to first
                   offer to us the right to enter into a Merchandising Agreement
                   with Grantor for the same bona fide advance and pursuant to
                   the same bona fide terms as may be offered by Grantor to a
                   responsible, unrelated third party. The terms of any such
                   offer shall, however, provide only for the payment to Grantor
                   of cash in a lump sum or installments. You shall give us
                   written notice of any such bona fide and acceptable offer
                   which sets forth the name of the prospective merchandiser,
                   the advance and all other terms and conditions



                                       11







                   of the offer. If we fail to notify you that we are exercising
                   our option to enter into a Merchandising Agreement with
                   Grantor within thirty (30) days after our actual receipt of
                   your written notice to us, then Grantor shall have the right
                   to enter into a Merchandising Agreement with the prospective
                   merchandiser, provided that the terms of that Merchandising
                   Agreement are the same as the terms set forth in your written
                   notice to us. If, however, Grantor does not enter into and
                   execute written documentation of that Merchandising Agreement
                   with the prospective merchandiser within sixty (60) days
                   after our failure to give you notice as set forth in this
                   subparagraph 7(c)(ii), then you shall repeat the procedure
                   set forth in this subparagraph 7(c)(ii) prior to Grantor
                   entering into a Merchandising Agreement with any third party;
                   and

                                    (iii) Without limiting the generality of any
                   of our rights herein, nothing contained in the foregoing
                   provisions of this subparagraph 7(c) is intended to grant,
                   license or assign to you any right in or to any Artwork
                   whether or not used on or in connection with the sale of
                   Phonograph Records hereunder, all of which are hereby
                   expressly reserved.

                   8. Advances. We shall pay to you as advances recoupable from
  royalties earned by you hereunder the following amounts for the following
  Required Albums payable at the following times:

                            (a) For the First Album, the Recording Fund shall be
          Two Hundred Fifty Thousand Dollars ($250,000), Fifty Thousand Dollars
          ($50,000) of which shall be payable promptly after the execution of
          this Contract ("Execution Advance"). The "Fund Balance" (defined
          below) shall be payable promptly after the "Delivery Date" (defined
          below) for the First Album. On your behalf, you hereby irrevocably
          request, authorize and direct us to pay to and in time  name of CIW2,
          Inc. (federal tax identification number 00-0000000) Ten Thousand
          Dollars ($10,000) of the Execution Advance; and

                            (b) For each Required Album other than the First
          Album: (A) the "Pre-Delivery Payment" (defined below), payable
          promptly after our receipt of your written notice indicating that
          recording sessions for the Required Album for which the advance is
          payable have actually commenced in accordance with all of the terms of
          this Contract (including, without limitation, the provisions of
          subparagraph 4(a) above); and (B) the Fund Balance (defined below),
          payable promptly after the Delivery Date (defined below). For each
          Required Album, if any, after the First Album, the Recording Fund
          shall be the "Formula Amount" (defined below), but no less than the
          "Minimum Amount" and no more than the "Maximum Amount" set forth in
          the Schedule below:






                                       12







                                    SCHEDULE

The "Formula Amount" for the Second Album shall mean an amount equal to
two-thirds (2/3) of the royalties (after retention of reserves) earned by you
hereunder from Net Sales through Normal Retail Distribution Channels in the
United States of the First Album, computed as of end of the applicable "Fund
Calculation Period" (defined below) and for each Required Album after the Second
Album shall mean an amount equal to the product of (i) one-half (1/2) and (ii)
two-thirds (2/3) of the royalties (after retention of reserves) earned by you
hereunder from Net Sales through Normal Retail Distribution Channels in the
United States of the two (2) Required Albums initially released immediately
prior to the Required Album for which the Formula Amount is being calculated,
computed as of the end of the applicable Fund Calculation Period for the
Required Albums in question. The term "Fund Calculation Period" shall mean the
period commencing on date of the initial commercial release in the United States
of the Required Album for which royalty earnings are being computed and ending
on the date twelve (12) months thereafter;

                            (c) The term "Pre-Delivery Payment" shall mean an
          amount equal to ten percent (10%) of the "Minimum Amount" for the
          applicable Required Album set forth in the Schedule above. The term
          "Fund Balance" shall mean the amount by which the Recording Fund
          exceeds the aggregate of the Recording Costs for the applicable
          Required Album, the Pre-Delivery Payment for the applicable Required
          Album (or the Execution Advance with respect to the First Album) and
          any other advances paid in connection with the applicable Required
          Album. The term "Delivery Date" shall mean the later of the date of
          your delivery to us of all Masters constituting the applicable
          Required Album in accordance with all of the terms of this Contract
          and the date on which we determine the aggregate Recording Costs for
          that Required Album; and

                            (d) You acknowledge and agree that any and all
          advances paid by us hereunder shall constitute prepayment of session
          union scale to you, and you agree to timely complete and appropriately
          deliver any documentation required by the applicable union to document
          and effectuate each such prepayment.




                                       13






                  9. Royalties.

                           (a) In consideration of our copyright ownership set
          forth herein, any rights licensed to us herein, our right to use your
          name, likeness and biographical materials as provided herein, and the
          other agreements, representations and warranties contained herein, on
          Net Sales of Phonograph Records embodying Masters, we shall pay to you
          a royalty computed by multiplying the Royalty Base Price, less the
          deductions hereafter provided, by the applicable royalty rate set
          forth below:

                                  (i) On Phonograph Records sold in the United
                  States the royalty rate shall be:

                                       (A) (1) Thirteen percent (13%) on Albums;

                                                     (2) The royalty rate
                                    pursuant to subparagraph 9(a)(i)(A)(1) above
                                    on Net Sales through Normal Retail
                                    Distribution Channels in the United States
                                    ("Qualifying Sales) of a particular Required
                                    Album embodying solely newly-recorded
                                    Masters in the form of Conventional cassette
                                    tapes and Compact Discs ("Qualifying
                                    Album") which exceed five hundred thousand
                                    (500,000) units, but which do not exceed one
                                    million (1,000,000) units, shall be the
                                    royalty rate set forth in that subparagraph,
                                    plus one-half percent (.50%). The royalty
                                    rate pursuant to subparagraph 9(a)(i)(A)(1)
                                    above on Qualifying Sales of a particular
                                    Qualifying Album in the United States which
                                    exceed one million (1,000,000) units shall
                                    be the royalty rate set forth in that
                                    subparagraph (without regard to the
                                    operation of the provisions of this
                                    subparagraph 9(a)(i)(A)(2)) plus one percent
                                    (1%). Any increases in the royalty rate set
                                    forth in subparagraph 9(a)(i)(A)(1) above
                                    resulting from the operation of the
                                    provisions of this subparagraph
                                    9(a)(i)(A)(2) shall be disregarded for the
                                    purpose of computing any other royalty rates
                                    pursuant to this paragraph 9 which apply to
                                    sales of Records outside the United States
                                    or which are a percentage of or otherwise
                                    based upon the royalty rate set forth in
                                    subparagraph 9(a)(i)(A)(1) above; and

                                       (B) Ten percent (10%) on Singles;

                                  (ii) On Phonograph Records sold in Australia,
                  Austria, Belgium, Canada, Denmark, Finland, France, Germany,
                  Greece, Holland,




                                       14






                  Italy, Japan, New Zealand, Norway, Portugal, Spain, Sweden,
                  Switzerland, or the United Kingdom, the royalty rate shall be:

                                       (A) Nine percent (9%) on Albums; and

                                       (B) Seven and one-half percent (7.50%) on
                            Singles;

                                    (iii) On Phonograph Records sold outside the
                   United States and those countries set forth in subparagraph
                   9(a)(ii) above, the royalty rate shall be:

                                       (A) Seven and twenty one-hundredths
                            percent (7.20%) on Albums; and

                                       (B) Six percent (6%) on Singles;

                            (b) Notwithstanding the foregoing:

                                    (i) (A) On Phonograph Records sold through a
                            direct mail or mail order distribution method
                            (including without limitation through so-called
                            "record clubs"), or through any combination of the
                            foregoing, the royalty rate shall be one-half(1/2)
                            of the otherwise applicable royalty rate, but in no
                            event shall your royalty in respect of those sales
                            exceed an amount equal to fifty percent (50%) of the
                            Net Receipts from the sale of those Phonograph
                            Records (whether or not sold by an affiliate of
                            ours);

                                       (B) On Phonograph Records sold through
                            retail stores in connection with special radio or
                            television advertisements (sometimes referred to as
                            "key outlet marketing") ("Key Outlet Campaign")
                            whether alone or in combination with any direct
                            mail or mail order distribution method, the royalty
                            rate shall be one hundred percent (100%) of the
                            otherwise applicable royalty rate and
                            notwithstanding anything to the contrary herein, we
                            shall have the right to recoup fifty percent (50%)
                            of any and all of the costs paid or incurred by us
                            or our licensees in respect of such Key Outlet
                            Campaigns from any and all royalties earned by you
                            under this Contract;

                                   (ii) On Phonograph Records sold for use as
                   premiums or in connection with the sale, advertising, or
                   promotion of any other product or service, the royalty rate
                   shall be one-half (1/2) of the otherwise applicable royalty
                   rate and the Royalty Base Price of those Phonograph Records
                   shall be deemed to be an amount equal to the monies actually


                                       15





                  received by us from the sale of those Phonograph Records,
                  unless manufactured and sold by an affiliate or licensee of
                  ours, in which event the Royalty Base Price shall be deemed to
                  be the price used by that affiliate or licensee in accounting
                  to us;

                                    (iii) (A) On Mid-Price Records the royalty
                           rate shall be two-thirds (2/3) of the otherwise
                           applicable royalty rate, and on Budget Records the
                           royalty rate shall be one-half (1/2) of the otherwise
                           applicable royalty rate;

                                          (B) Notwithstanding the foregoing, we
                           shall not, during the Term without your prior written
                           consent, reduce the royalty rate specified in
                           subparagraph 9(a)(i) above payable to you hereunder
                           on Net Sales through Normal Retail Distribution
                           Channels in the United States of any Required Album
                           solely because we sell that Required Album as a
                           Mid-Price Record in the United States prior to the
                           date that is twelve (12) months after the date of the
                           initial release through Normal Retail Distribution
                           Channels in the United States of that Required Album.
                           Further, we shall not, during the Term without your
                           prior written consent, reduce the royalty rate
                           specified in subparagraph 9(a)(i) above payable to
                           you hereunder on Net Sales through Normal Retail
                           Distribution Channels in the United States of any
                           Required Album solely because we sell that Required
                           Album as a Budget Record in the United States prior
                           to the date that is eighteen (18) months after the
                           date of the initial release through Normal Retail
                           Distribution Channels in the United States of that
                           Required Album;

                                    (iv) On Phonograph Records sold to the
                  United States Government, its subdivisions, departments or
                  agencies (including Phonograph Records sold for resale through
                  military facilities) or to educational institutions or
                  libraries, the royalty rate shall be one-half (1/2) of the
                  otherwise applicable royalty rate;

                                    (v) On Long-Play Singles, the royalty rate
                  shall be one half (1/2) of the otherwise applicable royalty
                  rate for Albums, and on EPs the royalty rate shall be
                  two-thirds (2/3) of the otherwise applicable royalty rate for
                  Albums;

                                    (vi) On Multiple Albums, the royalty rate
                  shall be the lesser of: (A) the otherwise applicable royalty
                  rate and (B) the otherwise applicable royalty rate multiplied
                  by a fraction, the numerator of which is the Royalty Base
                  Price of the Multiple Album and the denominator of which is
                  the product of the Royalty Base Price of a top-line
                  single-disc




                                       16







                  Album in the configuration in question and the number of
                  discs contained in the Multiple Album;

                                    (vii) On Phonograph Records in the form of
                  Digital Records the royalty rate shall be:

                                             (A) Eighty percent (80%) of the
                            otherwise applicable royalty rate for all Digital
                            Records other than Compact Discs;

                                             (B) One hundred percent (100%) of
                            the otherwise applicable royalty rate on Compact
                            Discs;

                                    (viii) On Masters licensed by us to others
                  for their manufacture and sale of Phonograph Records or for
                  any other uses (other than those for which a royalty is
                  payable in accordance with subparagraph (ix)(B) below), your
                  royalty shall be an amount equal to fifty percent (50%) of our
                  Net Receipts from the sale of those Phonograph Records or from
                  those other uses of the Masters;

                                    (ix) On Audio-Visual Recordings embodying
                  your performances, your royalty shall be as follows:

                                             (A) On Audio-Visual Records your
                           royalty shall be computed in accordance with the
                           provisions of this paragraph 9 applicable to Albums,
                           except on sales of Audio-Visual Records in the United
                           States the royalty rate pursuant to subparagraph
                           9(a)(i) above shall be deemed to be twenty percent
                           (20%) and on sales of Audio-Visual Records outside of
                           the United States the royalty rate pursuant to
                           subparagraphs 9(a)(ii) and 9(a)(iii) above shall be
                           deemed to be fifteen percent (15%). Notwithstanding
                           anything to the contrary contained herein, the
                           royalty payable to you pursuant to this subparagraph
                           (ix)(A) on the exploitation of Audio-Visual
                           Recordings in the United States or Canada shall be
                           inclusive of any royalties or other monies required
                           to be paid or incurred by us (or otherwise deducted
                           from monies payable to us) to any person, firm or
                           corporation for the synchronization, reproduction
                           and/or public performance of any Selection in the
                           Audio-Visual Recording in question and, without
                           limiting any of our other rights or remedies
                           hereunder or otherwise, we shall have the right to
                           deduct from the royalty payable to you pursuant to
                           this subparagraph (ix)(A) an amount equal to those
                           sums required to be paid to any person, firm or
                           corporation in connection therewith;




                                       17






                                             (B) On Audio-Visual Records
                            manufactured and sold by a non-affiliated licensee
                            of ours, however, in the United States or elsewhere,
                            your royalty shall be an amount equal to fifty
                            percent (50%) of our Net Receipts from the sale of
                            those Audio-Visual Records (rather than the royalty
                            computed in accordance with the immediately
                            preceding subparagraph (A));

                                             (C) Notwithstanding anything to the
                            contrary contained herein, the exploitation of
                            Audio-Visual Recordings by means of any so-called
                            "video jukebox" shall be deemed to be non-royalty
                            bearing and promotional in nature for all purposes
                            of this Contract; and

                                             (D) On Mid-Price Audio-Visual
                           Records the royalty rate shall be two-thirds (2/3) of
                           the otherwise applicable royalty rate, and on Budget
                           Audio-Visual Records the royalty rate shall be
                           one-half (1/2) of the otherwise applicable royalty
                           rate;

                                    (x) On New Records your royalty shall
                       be the lesser of the following:

                                             (A) Seventy-five percent (75%) of
                            the otherwise applicable royalty rate applied to the
                            Royalty Base Price of the New Record concerned;

                                             (B) An amount equal to the product
                            of (1) our Net Receipts from the exploitation of
                            those New Records, and (2) the otherwise applicable
                            royalty rate; and

                                             (C) Notwithstanding the foregoing,
                            promptly after our receipt during the Term of your
                            written request therefor (which request shall not be
                            made prior to the date that is three (3) years after
                            the initial commercial release of a Required Album
                            hereunder in a particular configuration of a New
                            Record through Normal Retail Distribution Channels
                            in the United States and shall not be made more than
                            once at any time with respect to a particular
                            configuration of a New Record), we shall consider in
                            good faith (based on our then-current general
                            policies) your request that you and we-renegotiate
                            the percentage of the otherwise applicable royalty
                            rate (as opposed to the method of calculating the
                            royalty) for sales of New Records in that particular
                            configuration hereunder. Pending our determination,
                            the percentage of the otherwise applicable royalty
                            rate for sales of New Records in that particular
                            configuration shall be the percentage of the
                            otherwise applicable royalty rate set forth in
                            subparagraphs 9(b)(x)(A) or (B) above and


                                       18






                           we shall continue to have the right to manufacture
                           and distribute those New Records. Further, we shall
                           have no obligation to consider any request made by
                           you that the percentage of the otherwise applicable
                           royalty rate for sales of New Records in any
                           configuration exceed one hundred percent (100%) of
                           the otherwise applicable royalty rate hereunder;

                            (c) Notwithstanding the foregoing:

                                    (i) No royalties shall be payable on
                   Phonograph Records furnished as free or bonus Phonograph
                   Records to members, applicants, or other participants in any
                   record club or other direct mail distribution method; on
                   Phonograph Records distributed for promotional purposes to
                   radio stations, television stations or networks, record
                   reviewers, or other customary recipients of promotional
                   Phonograph Records; on so-called "promotional sampler"
                   Phonograph Records; on Phonograph Records sold as scrap or as
                   "cut-outs"; or on Phonograph Records (whether or not intended
                   for sale by the recipient) furnished on a no-charge or free
                   basis (such as, but not limited to, Phonograph Records
                   commonly described in the record industry as "free goods" or
                   "freebies") or sold at less than fifty percent (50%) of their
                   regular wholesale price to distributors, subdistributors,
                   dealers, or others, whether or not the recipients thereof are
                   affiliated with us. We shall not distribute Phonograph
                   Records embodying solely Masters in the United States at
                   no-charge for sale by the recipient thereof other than in
                   accordance with our then-current general policy applicable at
                   the time of our distribution of those Records which, in the
                   United States on the date of this Contract is the
                   distribution of the following Phonograph Records at no charge
                   intended for sale by the recipient thereof (1) on a regular
                   basis, as follows: Fifteen (15) Albums and EPs in the form of
                   Conventional vinyl discs and cassette tapes for each
                   eighty-five (85) of those Albums and EPs sold (that is,
                   fifteen (15) Albums and EPs in the form of conventional vinyl
                   discs and cassette tapes are distributed at no charge out of
                   each one hundred (100) of those Albums and EPs distributed
                   for sale by the recipient thereof); twenty (20) Albums and
                   EPs in the form of Digital Records (including, without
                   limitation, Compact Discs) for each eighty (80) of those
                   Albums sold (that is, twenty (20) Albums in the form of
                   Digital Records are distributed at no charge out of each one
                   hundred (100) of those Albums distributed for sale by the
                   recipient thereof); and thirty (30) Singles and Long-Play
                   Singles in all forms and configurations for each seventy (70)
                   Singles and Long-Play Singles sold in any form or
                   configuration (that is, thirty (30) Singles and Long-Play
                   Singles in all forms and configurations are distributed at no
                   charge out of each one hundred (100) Singles and Long-Play
                   Singles distributed in any form or configuration for sale by
                   the recipient thereof); and thirty (30) Phonograph Records
                   other than Albums,


                                       19




                  EPs, Singles and Long-Play Singles, if any, for each seventy
                  (70) of those Phonograph Records sold in any form or
                  configuration (that is, thirty (30) Phonograph Records other
                  than Albums, EPs, Singles and Long-Play Singles, if any, are
                  or would be distributed at no charge out of each one hundred
                  (100) of those Phonograph Records distributed for sale by the
                  recipient thereof); and (2), from time to time in connection
                  with short-term or other special sales programs of limited
                  duration, such additional Records as we in the exercise of our
                  business judgment determine. We shall distribute Phonograph
                  Records in the form of New Records embodying solely Masters in
                  the United States at no-charge for sale by the recipient
                  thereof in accordance with our then-current general policy
                  applicable to Compact Discs at the time of our distribution of
                  those Records;

                                    (ii) Royalties on Phonograph Records
                   (whether or not intended for sale by the recipient thereof)
                   sold at a discount to distributors, subdistributors, dealers,
                   or others, whether or not affiliated with us (except for
                   Phonograph Records sold at less than fifty percent (50%) of
                   their regular wholesale price, for which no royalties are
                   payable hereunder) shall be reduced in the same proportion as
                   the regular wholesale price of those Phonograph Records is
                   reduced on those sales;

                                    (iii) For purposes of computing royalties,
                   there shall be deducted from the Royalty Base Price (or
                   other applicable price, if any, upon which royalties are
                   calculated) of Phonograph Records hereunder an amount equal
                   to twenty percent (20%) thereof for all Phonograph Records in
                   the form of Conventional cassette tapes; and twenty-five
                   percent (25%) thereof for Phonograph Records in all other
                   forms, whether now known or hereafter devised;

                                    (iv) Phonograph Records distributed by any
                   of our affiliates shall be deemed sold for the purposes of
                   this Contract only if sold by that affiliate to one of its
                   independent third party customers and final payment is
                   received therefor by us in United States Dollars in the
                   United States;

                                    (v) The royalty payable to you hereunder on
                   a Phonograph Record or other device embodying Masters
                   together with other Master Recordings shall be computed by
                   multiplying the otherwise applicable royalty rate by the
                   "Reduction Factor." As used herein, the term "Reduction
                   Factor" shall mean, at our election, (A) a fraction, the
                   numerator of which shall be the number of Selections
                   contained on the Masters which are embodied on that
                   Phonograph Record or other device and the denominator of
                   which shall be the total number of Selections embodied on
                   that Phonograph Record or other device or (B) a fraction,


                                       20



                  the numerator of which shall be the playing time of the
                  Selections contained on the Masters which are embodied on that
                  Phonograph Record or other device and the denominator of which
                  shall be the total playing time of the Phonograph Record or
                  other device in question. For any Phonograph Record or other
                  device for which a finite running or playing time does not
                  exist, the running or playing time of that Phonograph Record
                  or other device shall be deemed to be one hundred twenty (120)
                  minutes; and

                                   (vi) The royalty payable to you hereunder and
                  the Recording Costs hereunder on a Master embodying your
                  performances jointly with any other artist or musician to whom
                  we are obligated to pay a royalty in respect of that Master
                  shall be computed by multiplying the otherwise applicable
                  royalty rate and Recording Costs by a fraction, the numerator
                  of which shall be one (1) and the denominator of which shall
                  be the sum of one (1) and the total number of other artists or
                  musicians whose performances are embodied on that Master to
                  whom we are obligated to pay a royalty in respect of that
                  Master; and

                           (d) You hereby expressly authorize us and our
          licensees to collect and receive on your behalf any royalties or other
          monies which may be payable in the United States pursuant to the Audio
          Home Recording Act allocable to featured performers and which is
          otherwise determined to be payable to you in respect of your
          performances in Masters ("AHRA Monies"). We shall credit to your
          account that portion of AHRA Monies received by us which is
          specifically allocable to Masters and otherwise payable to you (less
          any portion thereof which may be payable to any third party,
          including, without limitation, any producer of Masters). You shall
          execute any further documentation which we reasonably deem necessary
          or desirable to effectuate the foregoing provisions of this
          subparagraph (d). Without limiting the foregoing, you shall not have
          the right hereunder or otherwise to be paid or to have credited to
          your account any portion of AHRA Monies received by us or otherwise
          received on our behalf pursuant to the Audio Home Recording Act which
          is allocable to the owner of the sound recording.


                  10.      Royalty Payments and Accountings.

                           (a) We shall send to you statements for royalties
          payable hereunder on or before the date ninety (90) days after the end
          of each of our then-current semi-annual accounting periods (currently
          ending on June 30 and December 31), together with payment of
          royalties, if any, earned by you hereunder during the semi-annual
          period for which the statement is rendered (based on our receipts in
          the United States during the accounting period for which the statement
          is rendered), less all advances and charges under this Contract.
          Notwithstanding the foregoing, after the Term, no royalty statement


                                        21








          shall be required to be rendered for any semi-annual accounting period
          in which less than Seven Thousand Five Hundred Dollars ($7,500) in
          royalties are credited to your account (whether by exploitation of
          Masters or liquidation of reserves) unless (i) royalties are otherwise
          actually payable to you for that semi-annual accounting period; or
          (ii) you notify us in writing of your request that we render to you a
          statement for the semi-annual accounting period in which we receive
          that request on the date otherwise required hereunder. We shall have
          the right to retain, as a reserve against charges, credits, or
          returns, such portion of payable royalties as shall be reasonable in
          our best business judgment. Promptly after your written request
          therefor referring specifically to this subparagraph 10(a), which you
          may render to us not more than once during each semi-annual accounting
          period hereunder, we shall consult with you regarding the amount of
          reserves which we intend to retain for the semi-annual accounting
          period in question, provided that our failure to do so shall not
          constitute a breach hereof. Our decision with respect thereto,
          however, shall be final. We shall liquidate each reserve retained by
          us as shall be reasonable in our best business judgment but not later
          than the end of the fourth (4th) semi-annual accounting period
          following that accounting period in which the reserve was initially
          retained. Any accounting period in which returns exceed shipments of
          Phonograph Records hereunder shall not be deemed to be one (1) of
          those four (4) semi-annual accounting periods by the end of which a
          particular reserve must be liquidated. You shall reimburse us on
          demand for any overpayments, and we may also deduct the amount thereof
          from any monies payable to you hereunder. Returns of Phonograph
          Records distributed for sale in the United States shall be pro-rated
          between Phonograph Records sold for which a Phonograph Record royalty
          is payable hereunder and Phonograph Records distributed on a
          "no-charge" or "free goods" basis for which no Phonograph Record
          royalty is payable in the same proportion that those Phonograph
          Records are initially invoiced. Royalties paid by us on Phonograph
          Records subsequently returned shall be deemed overpayments;

                            (b) No royalties shall be payable to you on sales of
          Phonograph Records or other exploitations of Masters by any of our
          affiliates or licensees until payment on those sales has been received
          by us in the United States. Sales or other exploitations by an
          affiliate or licensee shall be deemed to have occurred in the
          semi-annual accounting period during which that affiliate or licensee
          shall have rendered to us and we shall have received in the United
          States accounting statements and payments for those sales or other
          exploitations of Masters;

                            (c) (i) Royalties on exploitations of Masters
                   outside of the United States shall be computed in the
                   national currency in which our licensees or affiliates or
                   other distributors pay us, shall be credited to your royalty
                   account hereunder at the same rate of exchange at which our
                   licensees or affiliates or other distributors pay us, and
                   shall be


                                       22







                   proportionately subject to any foreign withholding or
                   comparable taxes which may be imposed upon our receipts. You
                   shall not be entitled to any portion of a tax credit which
                   may be available to us or to any of our licensees or
                   affiliates in connection with any foreign taxes withheld from
                   our receipts, from the applicable price in computing the
                   Royalty Base Price, or from any other source; and

                                    (ii) If we shall not receive payment in
                   United States dollars in the United States for any
                   exploitations of Masters outside of the United States,
                   royalties on those exploitations shall not be credited to
                   your royalty account hereunder. If all advances and other
                   recoupable charges under this Contract are then-currently
                   recouped and if we are able to do so, we shall accept payment
                   for those exploitations in foreign currency and shall deposit
                   in a foreign bank or other depository, at your expense, in
                   that foreign currency, that portion thereof, if any, as shall
                   equal the royalties which would have been payable to you
                   hereunder on those exploitations had payment for those
                   exploitations been made to us in United States dollars in the
                   United States. The foregoing deposit shall not be reflected
                   on your accounting statements hereunder. Deposit as aforesaid
                   shall fulfill our royalty obligations hereunder as to those
                   sales. If any law, ruling or other governmental restriction
                   limits the amount an affiliate or licensee can remit to us,
                   we may reduce your royalties hereunder by an amount
                   proportionate to the reduction in our affiliate's or
                   licensee's (as appropriate) remittance to us;

                            (d) You shall be deemed to have consented to all
          royalty statements and all other accountings rendered or required to
          be rendered by us 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 you give us notice stating the specific
          basis for that objection within two (2) years after the date rendered
          or required to be rendered. You may not maintain any action, suit, or
          proceeding of any nature against us in respect of any royalty
          statement or other accounting rendered or required to be rendered by
          us hereunder (or in respect of the accounting period to which it
          relates or was to relate) unless you commence that action, suit, or
          proceeding against us in a court of competent jurisdiction within two
          (2) years after the date rendered or required to be rendered. If you
          shall commence an action, suit, or proceeding against us concerning
          royalty statements or other accountings rendered or required to be
          rendered by us to you hereunder, the scope of that action, suit or
          proceeding shall be limited to a determination of the amount of
          royalties, if any, payable to you for the accounting periods in
          question, and your sole remedy shall be the recovery of those
          royalties;


                                        23







                           (e) We shall maintain books and records concerning
          the sale of Phonograph Records hereunder. You shall have the right to
          designate an independent certified public accountant on your behalf
          (who shall not be compensated on a contingent fee basis), at your own
          expense, to examine those books and records (but not any of our books
          or records relating to the manufacture of Phonograph Records
          hereunder) solely for the purpose of verifying the accuracy of royalty
          statements and other accountings rendered by us hereunder, only during
          our normal business hours and only upon reasonable written notice. Our
          books and records relating to a particular royalty statement or other
          accounting may be examined only within two (2) years after the date
          rendered or required to be rendered. We shall have no obligation to
          permit you to examine our books or records relating to any particular
          royalty statement or other accounting more than once. Prior to
          rendering a report to you with respect to the examination of our books
          and records as aforesaid, the independent certified public accountant
          engaged by you shall first review his or her tentative written
          findings with a designated representative of our finance department in
          order to remedy any factual errors and clarify any issues that may
          have resulted from misunderstanding. You hereby acknowledge that our
          books and records contain confidential trade information. Neither you
          nor your independent certified public accountant or other
          representatives shall communicate at any time to any others (except as
          required in a legal proceeding between you and us to enforce the
          provisions hereof) or use on behalf of any other person, firm or
          corporation any facts or information obtained as a result of any
          such examination of our books and records. Further, prior to the
          commencement of any examination of our books and records in accordance
          with the provisions of the subparagraph (e), you shall cause the
          independent certified public accountant engaged by you to sign a
          letter in a form approved by us which acknowledges his or her
          agreement (and the agreement of his or her firm) to be bound by the
          foregoing. The rights hereinabove granted to you shall constitute your
          sole and exclusive fights to examine our books and records;

                           (f) We shall have the right to deduct from any monies
          payable to you hereunder any amounts paid by us to you or to any
          person, firm or corporation representing you or incurred by us on your
          behalf or on behalf of any person, firm or corporation representing
          you, if those monies are not otherwise required to be paid or incurred
          by us hereunder (unless we expressly agree in writing that the payment
          in question is non-deductible or is only recoupable from royalties
          earned by you hereunder). Without limiting the foregoing, only fifty
          percent (50%) of all amounts paid or incurred by us for the services
          of third parties to market and promote sales of Phonograph Records
          embodying Masters shall be recoupable from royalties earned by you
          hereunder; and

                           (g) We shall have the right to deduct from any monies
          payable to you hereunder any amounts which are required to be deducted
          from any of those monies under any statute, regulation, treaty or
          other law, or under any


                                        24







          union or guild agreement, and you shall promptly execute and deliver
          to us any forms or other documents as may be required in connection
          therewith. If we fail for any reason to deduct and instead pay any of
          those monies required to be deducted from monies payable to you
          hereunder, and if, as a result, we are required by any statute,
          regulation, treaty or other law or union or guild agreement to pay to
          any third party any amounts which were paid to you but which were
          required to be deducted, then, without limiting any of our other
          rights or remedies in that event, you shall pay to us, upon our
          demand, the amount of those monies which were paid to you but which
          were required to be deducted, or, at our election, we may deduct from
          any monies payable to you hereunder the amount of those monies paid to
          you but which were required to be deducted.

                   11.      Musical Composition Licenses.

                            (a) You hereby grant to us and our designees the
          irrevocable non-exclusive right to reproduce each Controlled
          Composition on Phonograph Records and to distribute those Phonograph
          Records in the United States and Canada on the following terms and
          conditions:

                                    (i) Mechanical royalties shall be payable
                   for Controlled Compositions on Net Sales of Phonograph
                   Records in the United States and Canada at the following
                   rates:

                                             (A) On Phonograph Records sold in
                            the United States, the rate for each Controlled
                            Composition embodied thereon shall be the United
                            States Controlled Composition Mechanical Rate. The
                            term "United States Controlled Composition
                            Mechanical Rate" shall mean an amount equal to
                            seventy-five percent (75%) of the "United States
                            Mechanical Rate." The term "United States Mechanical
                            Rate" shall mean an amount equal to the minimum
                            statutory royalty rate (without regard to playing
                            time) provided in the United States Copyright Act
                            for the reproduction of Musical Compositions as of
                            the "Determination Date" (defined below). The United
                            States Controlled Composition Mechanical Rate shall
                            mean an amount equal to eighty-seven and one-half
                            percent (87.50%) of the United States Mechanical
                            Rate for each Controlled Composition on Qualifying
                            Sales of each Required Album which exceed five
                            hundred thousand (500,000) units;

                                             (B) On Phonograph Records sold in
                            Canada, the rate for each Controlled Composition
                            embodied thereon shall be the Canadian Controlled
                            Composition Mechanical Rate. The term "Canadian
                            Controlled Composition Mechanical Rate" shall mean
                            an amount equal to seventy-five percent (75%) of the
                            Canadian Mechanical Rate. The term "Canadian
                            Mechanical Rate" shall


                                        25







                           mean an amount equal to the minimum statutory royalty
                           rate (without regard to playing time) provided in the
                           Canadian Copyright Act for the reproduction of
                           Musical Compositions as of the Determination Date. If
                           no such statutory royalty rate exists, then the term
                           "Canadian Mechanical Rate" shall mean the minimum,
                           standard mechanical royalty rate provided in
                           mechanical licenses between record companies and
                           unrelated publishers in Canada which are issued by
                           C.M.R.R.A. (or any successor) as of the Determination
                           Date. If no such standard mechanical royalty rate
                           exists, however, then the term "Canadian Mechanical
                           Rate" shall mean the mechanical royalty rate which we
                           may, in good faith, negotiate at arm's-length with
                           unrelated publishers effective as of the
                           Determination Date. In no event, however, shall the
                           number of Canadian pennies constituting the Canadian
                           Mechanical Rate exceed the number of United States
                           pennies constituting the United States Mechanical
                           Rate in effect as of the Determination Date; and

                                             (C) The term "Determination Date"
                           shall mean the date of delivery to us of the first
                           Master embodying the Musical Composition in question
                           or, if earlier, the date on which that first Master
                           was required to be delivered to us hereunder;

                                    (ii) Notwithstanding the foregoing: The
                   mechanical royalty rate on a Controlled Composition which is
                   an arrangement of a public domain work shall be that
                   percentage of the United States Controlled Composition
                   Mechanical Rate or the Canadian Controlled Composition
                   Mechanical Rate, as applicable, that is equal to the
                   percentage of the arrangement of the Controlled Composition
                   which is original in the arrangement and therefore subject to
                   copyright in accordance with the rules and regulations of
                   ASCAP and/or BMI and for which ASCAP and/or BMI provides
                   written documentation of that percentage of the originality
                   in and to that arrangement of a Controlled Composition; the
                   mechanical royalty rate for a Controlled Composition recorded
                   in an EP, Long-Play Single, Mid-Price Record, Budget Record
                   or Records sold through record clubs shall be three-fourths
                   (3/4) of the United States Controlled Composition Mechanical
                   Rate or the Canadian Controlled Composition Mechanical Rate,
                   as applicable; if any particular Record (including, without
                   limitation, so-called "cassette Singles") embodies more than
                   one (1) of the same or different recordings of the same
                   Controlled Composition, then the United States Controlled
                   Composition Mechanical Rate or Canadian Controlled
                   Composition Mechanical Rate, as the case may be, shall be
                   payable only once on all reproductions of that Controlled
                   Composition in that Record; and no mechanical royalties shall
                   be payable for the reproduction of any


                                        26







                   Controlled Composition on a Phonograph Record unless the
                   timing of the Controlled Composition in question as recorded
                   in the Master embodied on that Phonograph Record exceeds one
                   (1) minute and thirty (30) seconds in length;

                            (b) The term "Outside Selection" shall mean each
           Selection which is not a Controlled Composition. You acknowledge that
           as an element of your delivery to us of a Master, you are required to
           cause the issuance to us of licenses to reproduce mechanically each
           Outside Selection in all Phonograph Records sold in the United States
           or Canada on the Required Terms. The term "Required Terms" shall mean
           mechanical royalty rates and otherwise on terms that do not exceed
           the mechanical royalty rates and that otherwise are no less favorable
           to us and our designees than those provided in the standard
           mechanical licenses issued by The Xxxxx Xxx Agency, Inc. or any
           successor for Phonograph Records sold in the United States and by
           C.M.R.R.A. or any successor for Phonograph Records sold in Canada,
           except (i) the royalty rate for the mechanical reproduction of
           Outside Selections on Phonograph Records sold in the United States or
           Canada must not exceed the United States Mechanical Rate or the
           Canadian Mechanical Rate above, as applicable, and (ii) no royalties
           shall be payable for the mechanical reproduction of Outside
           Selections on Phonograph Records sold in the United States or Canada
           for which no Record royalties are payable under paragraph 9 above or
           otherwise. If for any reason you fail to cause the issuance to us of
           a license for the mechanical reproduction of any Outside Selection as
           and when required hereunder, we shall have the right, at our election
           and without limiting our other rights or remedies in that event, to
           negotiate and execute licenses for the mechanical reproduction of
           each such Outside Selection on Phonograph Records distributed in the
           United States or Canada on terms and conditions which are determined
           solely by us or our designees. Solely for purposes of subparagraph
           (e) below, those licenses so procured by us shall be deemed to be on
           terms no less favorable to us or our designees than the Required
           Terms. Nothing contained in this subparagraph amends or modifies your
           obligation to deliver to us and our designees licenses for the
           mechanical reproduction of all Selections recorded in the Masters as
           a condition for the delivery to us of Masters or waives the
           provisions of subparagraph 11 (i) below;

                            (c) (i) Notwithstanding anything to the contrary
                   contained herein, for Net Sales of Phonograph Records in the
                   following configurations in the United States, the maximum
                   aggregate mechanical royalty rate for all Selections,
                   including Controlled Compositions, contained on the
                   Phonograph Record in question, regardless of the number of
                   Selections contained thereon, shall be the product of (A) the
                   United States Controlled Composition Mechanical Rate and (B)
                   eleven (11) for an Album, five (5) for an EP, and two (2) for
                   a Single and a Long-Play Single; and for Net Sales of
                   Phonograph Records in the following


                                        27







                  configurations in Canada, the maximum aggregate mechanical
                  royalty rate for all Selections, including Controlled
                  Compositions, contained on the Phonograph Record in question,
                  regardless of the number of Selections contained thereon,
                  shall be the product of (A) the Canadian Controlled
                  Composition Mechanical Rate and (B) eleven (11) for an Album,
                  five (5) for an EP, and two (2) for a Single and a Long-Play
                  Single;

                                    (ii) Notwithstanding the foregoing, if we
                   release a Multiple Album embodying solely Masters hereunder,
                   then, solely with respect to that Multiple Album, the maximum
                   aggregate mechanical royalty rate for Net Sales of that
                   Multiple Album in the United States or Canada shall be the
                   otherwise applicable maximum set forth in subparagraph 11
                   (c)(i) above for Net Sales of Albums in the United States or
                   Canada, as applicable, multiplied by a fraction, the
                   numerator of which is the Royalty Base Price of that Multiple
                   Album in the United States or Canada, as applicable, and the
                   denominator of which is the highest Royalty Base Price of an
                   Album which is not a Multiple Album in the configuration or
                   format in question released on our top-line label in the
                   United States or Canada, as applicable, as of the date of our
                   initial release through normal retail distribution channels
                   in the United States or Canada, as applicable, of that
                   Multiple Album; and

                                    (iii) Notwithstanding anything to the
                   contrary contained herein, royalties for the mechanical
                   reproduction of any Selection in any Phonograph Record
                   distributed in the United States or Canada shall be payable
                   only on Net Sales of that Phonograph Record in question for
                   which in a Record royalty is payable hereunder pursuant to
                   paragraph 9 above. Notwithstanding the foregoing, royalties
                   for the mechanical reproduction of any Selection in any
                   Phonograph Record distributed in the United States or Canada
                   shall be payable on fifty percent (50%) of Required Albums
                   distributed in the United States on a no-charge basis
                   intended for sale by the recipient thereof as so-called
                   "standard free goods" (other than Required Albums distributed
                   in the United States at no-charge for resale by the recipient
                   thereof from time to time in connection with short-term or
                   other special sale programs);

                            (d) We shall account for and pay royalties for the
          mechanical reproduction of Controlled Compositions in accordance with
          the provisions of subparagraphs (a), (d), (e), and (g) of paragraph 10
          above, except that we shall send to you statements for those
          mechanical royalties on or before May 31st for the quarter-annual
          period ending the preceding March 31st, on or before August 31st for
          the quarter-annual period ending the preceding June 30th, on or before
          November 30th for the quarter-annual period ending the preceding
          September 30th, and on or before the last day of February for the
          quarter-annual period ending the preceding December 31st;


                                        28




                            (e) If for any reason we are required to pay
          royalties for the mechanical reproduction of any particular Selection
          (including a Controlled Composition) or for the mechanical
          reproduction of all Selections that are mechanically reproduced in a
          particular Phonograph Record in excess of the applicable amounts fixed
          in subparagraphs (a), (b) or (c) above, the royalties payable by us
          for the mechanical reproduction of Controlled Compositions on
          Phonograph Records hereunder shall be reduced by an amount equal to
          such excess. If that excess is greater than the amount of royalties
          payable for the mechanical reproduction of Controlled Compositions on
          the Phonograph Record in question, then upon our demand, you shall pay
          to us an amount equal to the amount by which those excess mechanical
          royalties exceed the royalties payable for the mechanical reproduction
          of Controlled Compositions. In addition to all of our other rights and
          remedies, we may deduct that amount of that excess from any and all
          royalties or other monies payable to you under this Contract;

                            (f) Upon our request, you shall cause the issuance
          to us and our designees of licenses to reproduce all Selections
          mechanically on Phonograph Records hereunder distributed outside the
          United States and Canada on terms no less favorable to us and our
          designees than those generally applicable to Phonograph Record
          manufacturers in each country in question. The obligation to account
          for and pay royalties for the mechanical reproduction of Selections on
          sales of Phonograph Records outside of the United States shall be that
          of our affiliates and licensees;

                            (g) If the copyright in any Controlled Composition
          is owned or controlled by a person, firm or corporation other than
          you, you. shall cause that person, firm or corporation to grant to us
          and our designees the same rights as you are required to grant to us
          and our designees pursuant to this paragraph 11;

                            (h) You hereby grant to us and our designees, at no
          fee, royalty, or other cost to us or our designees, the irrevocable,
          non-exclusive, worldwide right in perpetuity to reproduce and publicly
          perform each Controlled Composition in Audio-Visual Recordings, to
          distribute Audio-Visual Records embodying those Audio-Visual
          Recordings, and otherwise to exploit in any manner and through any
          media those Audio-Visual Recordings. You shall, upon our request,
          cause the issuance to us and our designees, at no fee, royalty, or
          other cost to us or our designees, the irrevocable, non-exclusive,
          worldwide right in perpetuity to reproduce and publicly perform each
          Selection which is not a Controlled Composition in Audio-Visual
          Recordings, to distribute Audio-Visual Records embodying those
          Audio-Visual Recordings, and otherwise to exploit in any manner or
          media those Audio-Visual Recordings. If we or our designees shall pay
          any such fee, royalty, or other cost, then you shall, upon our demand,
          pay us the amount thereof, and we may, in addition to all of our other
          rights and remedies, deduct that amount from any monies payable by us
          hereunder,


                                        29





          including without limitation, from those royalties payable pursuant to
          paragraph 9 above in respect of the exploitation of Audio-Visual
          Recordings in the United States or Canada;

                           (i) Any assignment, license or other agreement made
          with respect to Controlled Compositions shall be subject to the terms
          hereof;

                           (j) You grant to us and our designees the irrevocable
          right throughout the world in perpetuity to (A) print and reproduce
          on the packaging of Phonograph Records, at our election, the title and
          lyrics to each Controlled Composition embodied in a Master and (B)
          digitally encode in a Master or transmit together with the
          transmission of the Master the title and/or lyrics to each Controlled
          Composition embodied in a Master, all without payment to you or any
          other person, firm or corporation of any monies or other consideration
          in connection therewith. You also shall cause to be granted to us and
          our designees the irrevocable right throughout the world in perpetuity
          to (A) print and reproduce on the packaging of Phonograph Records
          embodying Masters, at our election, the title and lyrics to each
          Selection embodied in a Master that is not a Controlled Composition
          and (B) digitally encode in a Master or transmit together with the
          transmission of the Master the title and/or lyrics to each Selection
          embodied in the Master which is not a Controlled Composition, all
          without payment to you or any other person, firm or corporation of any
          monies or other consideration in connection therewith. If we are
          required to pay any monies to any person, firm or corporation for the
          printing, reproduction, encoding, or transmission of the title or
          lyrics of any Selection recorded in a Master as aforesaid, then you
          shall, upon our demand, pay to us an amount equal to those monies paid
          by us in connection therewith and we may, in addition to all of our
          other rights or remedies, deduct that amount from any monies payable
          by us hereunder; and

                           (k) Notwithstanding anything to the contrary
          contained in this Contract, we shall not recoup any advances or other
          charges against royalties under this Contract from mechanical
          royalties payable for Controlled Compositions on Net Sales of Records
          in the United States or Canada, except: (i) pursuant to any provision
          hereof in which we have the right to demand payment or reimbursement
          to us (such as, but not limited to, our right pursuant to subparagraph
          5(a) above to demand payment for excess Recording Costs); or (ii)
          pursuant to the indemnity provisions of paragraph 19 below.

                   12.      Audio-Visual Recordings.

                            (a) Upon our request, and subject to your prior
           professional commitments of which you shall notify us in writing upon
           our request therefor, you shall appear for the making of Audio-Visual
           Recordings embodying your performances on the following terms:


                                        30







                                    (i) We shall designate for your and our
                   mutual approval the Musical Compositions which shall be
                   embodied in the Audio-Visual Recordings, the producer and
                   director of the Audio-Visual Recordings, all other
                   individuals rendering services in connection with the
                   production of the Audio-Visual Recordings, the storyboard and
                   script for the production of the Audio-Visual Recordings, and
                   the locations at and the dates on which the Audio-Visual
                   Recordings shall be produced (collectively referred to as
                   "Audio-Visual Production Elements") or, at our election, you
                   shall designate and submit to us for your and our mutual
                   approval one (1) or more Audio-Visual Production Elements;

                                   (ii) We shall pay the Audio-Visual Production
                   Costs of the Audio-Visual Recordings in an amount not in
                   excess of a budget designated or approved by us in writing.
                   "Audio-Visual Production Costs" shall mean and include all
                   minimum union scale payments made to you in connection with
                   the production of the Audio-Visual Recordings, all payments
                   which are made to any other individuals rendering services in
                   connection with the production of the Audio-Visual
                   Recordings, all other payments which are made pursuant to any
                   applicable law or regulation or the provisions of any
                   collective bargaining agreement between us and any union or
                   guild (including, without limitation, payroll taxes and
                   payments to union pension and welfare funds), all amounts
                   paid or incurred for studio, hall, location or set rentals,
                   tape, film, other stock, engineering, editing, instrument
                   rentals and cartage, transportation and accommodations,
                   immigration clearances, any so-called "per diems" for any
                   individuals (including you) rendering services in connection
                   with the production of the Audio-Visual Recordings, together
                   with all other amounts paid or incurred in connection with
                   the production and delivery to us of the Audio-Visual
                   Recordings. One hundred percent (100%) of the Audio-Visual
                   Production Costs shall be recoupable from royalties payable
                   under this Contract on the reproduction or other exploitation
                   of all Audio-Visual Recordings and Audio-Visual Records. Only
                   fifty percent (50%) of the aggregate Audio-Visual Production
                   Costs of each Audio-Visual Recording shall be recoupable from
                   royalties payable under this Contract on the reproduction or
                   other exploitation of Masters in Phonograph Records
                   reproducing sound alone, provided, however, that only
                   fifty-percent (50%) of the cost of producing so-called
                   "electronic press kits" shall be recoupable from your
                   royalties hereunder;

                                     (iii) The Audio-Visual Recordings shall be
                   produced in accordance with the rules and regulations of all
                   labor unions and guilds having jurisdiction over the
                   production thereof;


                                        31





                                    (iv) You shall cooperate with us and our
                   designees fully and to perform to the best of your ability in
                   connection with the production of the Audio-Visual
                   Recordings; and

                                    (v) If the Audio-Visual Production Costs
                   exceed the budget approved by us in writing, unless as a
                   result of a cause solely within our control, you shall be
                   solely responsible for and shall promptly pay that excess.
                   If, however, we pay any excess Audio-Visual Production Costs,
                   you shall pay to us, upon our demand, an amount equal to that
                   excess. If for any reason you delay the commencement of or
                   are not available for any scheduled appearance by you
                   relating to the production of the Audio-Visual Recordings,
                   you shall pay to us, upon our demand, an amount equal to the
                   expenses or charges paid or incurred by us by reason thereof.
                   Notwithstanding anything to the contrary contained herein,
                   without limiting our other rights and remedies, we may deduct
                   the foregoing amounts from any monies payable by us
                   hereunder;

                           (b) Our rights in the Audio-Visual Recordings and our
          rights to use your name and the name, likeness, and other
          identification and biographical material concerning you are set forth
          in paragraphs 6 and 7 hereof, wherein the terms "Master Recordings"
          and "Phonograph Records" include Audio-Visual Recordings and
          Audio-Visual Records, respectively; and

                           (c) Audio-Visual Recordings shall not apply in
          fulfillment of your Recording Commitment. We shall have no obligation,
          except as expressly otherwise provided in this paragraph 12, to pay to
          you any monies in connection with the production of Audio-Visual
          Recordings.

                   13. Warranties. Representations and Covenants. You hereby
  warrant, represent, covenant and agree as follows:

                           (a) You have the right and power to enter into this
          Contract, to grant the rights granted by you to us hereunder, and to
          perform all of the terms hereof. Without limiting the generality of
          the foregoing, no Musical Composition, other Selection or any other
          material recorded by you shall be subject to any re-recording or other
          restrictions;

                           (b) During the Term, you shall become and remain
          members in good standing of any labor union or guilds with which we
          may at any time have an agreement lawfully requiring your membership;

                           (c) All recording sessions for the Masters shall be
          conducted in all respects in accordance with the terms of the AFofM
          Phonograph Record Labor Agreement, of the AFTRA Code for the
          Phonograph Industry, and of the


                                        32






          agreements with all other labor unions and guilds having jurisdiction
          over the recording of the Masters;

                           (d) None of the following will violate or infringe
          upon the rights of any person, firm or corporation, including, without
          limitation, contractual rights, copyrights, rights of publicity and
          rights of privacy: any name or other identification used by you; any
          Controlled Compositions; any other Selections; and any materials,
          ideas, or other properties furnished or designated by you and embodied
          or contained in or used in connection with the Masters or the
          packaging of or the advertising for the Phonograph Records embodying
          the Masters;

                            (e) All Master Recordings embodying your
          performances heretofore have been released commercially in the United
          States on Phonograph Records;

                           (f) You shall not at any time, directly or
          indirectly, give or offer to give any consideration of any kind to any
          radio or television station or network, to any employee thereof, or to
          any person, firm, or corporation controlling or influencing that
          station or network's programming for the purpose of securing the
          broadcast or promotion of any Phonograph Records hereunder;

                           (g) Except as otherwise specifically provided herein,
          we shall have no obligation hereunder or otherwise to pay any person,
          firm, or corporation any amounts in connection with the exercise of
          any of our rights hereunder, including, without limitation, our rights
          with respect to the recording or exploitation of Master Recordings;
          and

                           (h) Without limiting the generality of anything
          contained in the foregoing, you shall neither authorize the production
          of, nor shall you produce for or deliver to us, any Master for which
          the recording method known as "sampling" shall have been utilized to
          record in that Master any sound or material created, owned or
          controlled by any third party, unless you do so in accordance with the
          provisions of paragraph 23 below.

                   14.      Recording Restrictions.

                           (a) During the Term, you shall not enter into any
          agreement or make any commitment which would interfere with your
          performance of any of the terms hereof. Further, during the Term, you
          shall not perform for or render services in connection with the
          recording of any Master Recordings for use or reproduction in
          Phonograph Records by any person, firm, or corporation other than us.
          After the Term, you shall not perform prior to the Restriction Date
          for any person, firm or corporation other than us, for the purpose of
          making Phonograph Records or Master Recordings, any Selection recorded
          hereunder


                                        33




          or under any other agreement between you and us or our affiliates. The
          term "Restriction Date" shall mean the later of (i) the date five (5)
          years subsequent to the last date on which a Master Recording
          embodying that Selection was delivered to us and (ii) the date two (2)
          years subsequent to the date on which the Term ended; and

                           (b) You shall not at any time manufacture,
          distribute, or sell or authorize the manufacture, distribution, or
          sale by any person, firm, or corporation other than us of Phonograph
          Records embodying (i) any performance rendered by you during the Term
          or (ii) any performance rendered by you after the Term of a Selection
          recorded hereunder if that performance shall have been rendered prior
          to the Restriction Date applicable to that Selection. Furthermore, you
          shall not record or authorize or knowingly permit to be recorded for
          any purpose any such performance without in each case taking
          reasonable measures to prevent the manufacture, distribution, or sale
          at any time by any person, firm, or corporation other than us of
          Phonograph Records embodying that performance. Specifically, but
          without limiting the generality of the foregoing, if during the Term
          you perform any Selection or if after the Term you perform any
          Selection prior to the Restriction Date applicable thereto, you will
          not authorize or knowingly permit that Selection to be recorded unless
          pursuant to a written contract containing an express provision that
          neither that performance nor the recording thereof will be used
          directly or indirectly for the purpose of making Phonograph Records.
          Upon our request, you shall promptly deliver to us a copy of the
          pertinent provisions of each such contract and you shall cooperate
          fully and reasonably with us in any controversy which may arise or
          litigation which may be instituted relating to our rights pursuant to
          this paragraph.

                   15. Unique Services. You expressly acknowledge that your
  services hereunder are of a special, unique, intellectual, and extraordinary
  character which gives them peculiar value, and that, in the event of a breach
  by you of any term hereof, we will be caused irreparable injury which cannot
  adequately be compensated by money damages. Accordingly, we shall be entitled
  to seek injunctive relief, in addition to any other rights or remedies which
  we may have, to enforce the terms of this Contract.

                   16.      Certain Remedies.

                           (a) We may, at our election, suspend the running of
          the Term and our obligations hereunder upon written notice to you (i)
          if for any reason whatsoever your voice or ability to perform as an
          instrumentalist shall become impaired, (ii) if you shall refuse,
          neglect, fail, or be unable to fulfill any of your obligations
          hereunder, or (iii) if as a result of an Act of God, accident, fire,
          labor controversy, riot, civil commotion, act of public enemy, law,
          enactment, rule, order, or act of any government or governmental
          instrumentality, failure of technical facilities, failure or delay of
          transportation facilities, illness or incapacity


                                        34





          of you, or others, or other cause of a similar or dissimilar nature
          not reasonably within our control, we are hampered in the recording,
          manufacture, distribution, or sale of Phonograph Records or our normal
          business operations become commercially impractical. A suspension
          shall be for the duration of any such event or contingency, and,
          unless we notify you to the contrary in writing, the Contract Period
          during which that event or contingency shall have commenced shall be
          automatically extended by a number of days equal to the total number
          of days of the suspension, or such fewer number of days of which we
          may advise you in writing. No suspension shall in any manner suspend
          or otherwise impair our rights under this Contract;

                           (b) If your voice or ability to perform as an
          instrumentalist shall become impaired or if you shall refuse, neglect,
          fail, or be unable to fulfill any of your obligations hereunder,
          including, without limitation, your obligation to record for and
          deliver to us Masters within the time periods set forth in paragraph 3
          above, we may, without limiting our other rights or remedies,
          terminate the Term upon written notice to you, in which event we shall
          have no obligations or liabilities to you under this Contract, except
          for our obligations, if any, with respect to Masters recorded prior to
          that termination. If we so terminate the Term, you shall pay us, on
          demand, an amount equal to any unrecouped advances hereunder, other
          than any advances attributable to and paid in respect of a Required
          Album theretofore delivered by you to us; and

                           (c) In addition to our other rights hereunder, we
          shall have the right, at our election and for any reason, with or
          without cause, to terminate the Term at any time by written notice to
          you. Additionally, we shall have the right, at our election, with or
          without cause, to refuse to permit you to fulfill your then-current
          Recording Commitment for any Contract Period including, without
          limitation, by discontinuing recording sessions for any Masters and
          ceasing the payment of Recording Costs for any Masters. If we refuse
          to permit you to fulfill your minimum Recording Commitment for any
          Contract Period, other than as a result of an event or contingency
          referred to in subparagraph 16(a) above, we shall have no obligations
          or liabilities to you in connection therewith unless within forty five
          (45) days after our refusal you shall notify us of your desire to
          fulfill your minimum Recording Commitment for that Contract Period and
          within thirty (30) days after our receipt of that notice we shall fail
          to advise you in writing that we shall permit you to fulfill your
          minimum Recording Commitment for that Contract Period. If we shall
          fail to so advise you in writing that we shall permit you to fulfill
          your minimum Recording Commitment for that Contract Period, the Term
          shall expire as of the end of that thirty (30) day period and we shall
          have no obligations or liabilities to you whatsoever in connection
          with our failure to permit you to fulfill your Recording Commitment
          for that Contract Period. We shall, however, pay to you promptly after
          the expiration of that thirty (30) day period, as an advance
          recoupable from royalties hereunder or under any other agreement
          between you and us or our affiliates, an amount equal to the minimum
          union


                                        35






          scale payments which would have been required to have been paid to you
          for each Required Album for that Contract Period that we did not
          permit you to record. For the purposes of the foregoing, an Album
          shall be deemed to be comprised of eight (8) Masters.

                   17.     Producer and Other Royalties.

                           (a) You shall cause any and all producers of the
          Masters to execute a Producer Declaration in the form attached hereto
          as Exhibit A prior to the commencement of recording sessions for any
          Masters hereunder. Without limiting the generality of anything set
          forth in paragraph 4 above, no recording sessions shall be commenced
          nor shall we have any obligation to pay to you any advances for the
          Masters pursuant to paragraph 8 above unless and until you shall have
          entered into a binding agreement with any and all producers of the
          applicable Masters and we shall have received an executed Producer
          Declaration from any and all producers of the applicable Masters;

                           (b) You shall be solely responsible for and shall pay
          all royalties and other compensation which may be payable to any
          producers of the Masters or to any producers or directors of
          Audio-Visual Recordings or to any others rendering services in
          connection with the recording of the Masters and the production of
          Audio-Visual Recordings or otherwise entitled to compensation in
          respect of the exploitation of Masters or Audio-Visual Recordings; and

                           (c) We may, but shall not be obligated to, enter into
          an agreement with any producers of the Masters or any producer or
          director of any Audio-Visual Recordings which provides for the payment
          by us, rather than you, of royalties or other compensation payable to
          any such producer or director. We may deduct any amounts payable by us
          to those producers or directors of Masters or Audio-Visual Recordings
          from any monies payable by us hereunder. Furthermore, for the purposes
          of the recoupment of any advances or charges under this Contract, the
          royalty rates contained in paragraph 9 with respect to those Masters
          and Audio-Visual Recordings shall be deemed reduced by the amount of
          the applicable royalty rates with respect to Masters and Audio-Visual
          Recordings payable by us to any such producers or directors. Any
          advances payable by us to those producers or directors which are not
          recouped by us from royalties payable to those producers or directors
          may be recouped by us from any royalties or other sums payable by us
          hereunder.

                   18.      Definitions.

                           (a) The term "Album" shall mean a twelve (12) inch
          thirty-three and a third (33-1/3) rpm long-playing vinyl-disc
          Phonograph Record of no fewer than forty-five (45) minutes in playing
          time or its cassette tape or other equivalent or substantial
          equivalent in any form or configuration, and, where the context


                                        36





          requires, Masters sufficient to constitute a twelve (12) inch
          thirty-three and a third (33-1/3) long-playing vinyl-disc Phonograph
          Record of no fewer than forty-five (45) minutes in playing time or its
          tape or other equivalent or substantial equivalent in any form or
          configuration. The maximum playing time of an Album shall not exceed
          the maximum number of minutes capable of being reproduced pursuant to
          the technological specifications of the format or configuration
          concerned, which shall be designated by us in our reasonable good
          faith discretion;

                           (b) The term "Audio-Visual Record" shall mean a
Phonograph Record embodying visual images;

                           (c) The term "Audio-Visual Recording" shall mean a
Master Recording embodying visual images;

                           (d) (i) The term "Budget Audio-Visual Record" shall
                   mean an Audio-Visual Record which bears a Royalty Base Price
                   in the country in question which is sixty-six and two-thirds
                   (66-2/3%) percent or less of the Royalty Base Price in that
                   country of top-line Audio-Visual Records on which recordings
                   of the majority of our artists are initially released in that
                   country;

                                    (ii) The term "Budget Record" shall mean a
                   Phonograph Record which bears a Royalty Base Price in the
                   country in question which is sixty-six and two-thirds
                   (66-2/3%) percent or less of the Royalty Base Price in that
                   country of top-line Phonograph Records on which recordings of
                   the majority of our artists are initially released in that
                   country;

                           (e) The term "Compact Disc" shall mean a Digital
          Record in any configuration (e.g., Album, Single, EP) in disc form
          primarily reproducing sound (but not together with visual images), the
          signals of which are read and transmitted from that disc by means of
          laser;

                           (f) The term "Controlled Composition" shall mean a
          Musical Composition or other Selection, written or composed by you, in
          whole or in part, alone or in collaboration with others, or which is
          owned or controlled, in whole or in part, directly or indirectly, by
          you, or any person, firm or corporation in which you have a direct or
          an indirect interest;

                           (g) The terms "Conventional Phonograph Record,"
          "Conventional cassette tapes," "Conventional vinyl discs" and
          "Conventional Album" shall refer to black vinyl discs or analog tape
          cassettes of customary quality;



                                        37


                  (h) The term "Digital Records" shall mean Records in any
         configuration (e.g., Album, Single, EP), the signals of which are
         encoded and decoded by digital technology, whether now known or
         hereafter devised, as opposed to analog technology, and shall include,
         without limitation, Compact Discs, digital audio tapes, mini discs and
         digital compact cassettes. Notwithstanding the foregoing, the term
         "Digital Records" shall not mean a Record exploited by means of direct
         transmission (whether digital or otherwise) via satellite, cable or
         other direct transmission to the consumer over wire or through the air,
         which shall constitute a New Record hereunder for all purposes;

                  (i) The term "delivery to us" or words of similar connotation
         used in connection with Master Recordings or Masters shall mean
         delivery to our Production Manager at our offices in New York, New York
         of all of the following: a two-track sequenced, equalized, fully-mixed
         and mastered digital audio tape and/or U-matic 1630 tape in proper form
         for the production of the parts necessary to manufacture Phonograph
         Records therefrom and all consents, approvals, copy information,
         credits, mechanical licenses for all Selections recorded in those
         Master Recordings or Masters and other material and documents required
         by us to release Phonograph Records embodying those Master Recordings
         or Masters and to manufacture album covers or other packaging therefor
         (including, without limitation, Artwork). Our election to pay to you
         any monies which were otherwise required to have been paid upon or
         promptly after your delivery to us of Masters or our election to
         release any Phonograph Record derived from any Master shall not be
         deemed to be an acknowledgment by us that delivery to us of that Master
         or Masters has been completed in accordance with the provisions of this
         subparagraph (i). Further, in either event, we shall not be deemed to
         have waived our right to require your complete and proper performance
         thereafter of your obligation to deliver to us any Masters or any of
         our remedies for your failure to do so in accordance with the
         provisions hereof;

                  (j) The term "EP" shall mean a twelve (12) inch thirty-three
         and a third (33-1/3) rpm or forty-five (45) rpm vinyl-disc Phonograph
         Record, or its cassette tape or other equivalent or substantial
         equivalent in any form or configuration, embodying no fewer than four
         (4) Musical Compositions and no more than seven (7) Musical
         Compositions;


                  (k) The term "Long-Play Single" shall mean a twelve (12) inch
         thirty-three and a third (33-1/3) rpm or forty-five (45) rpm vinyl-disc
         Phonograph Record, or its cassette tape equivalent or other equivalent
         or substantial equivalent in any form or configuration, embodying one
         (1) or more recordings of no more than three (3) different Musical
         Compositions;


                  (1) The term "Master Recording" shall mean every form of
         recording (whether now known or unknown), embodying sound alone, or
         sound

                                       38



         accompanied by visual images, which may be used in the recording,
         production, or manufacture of Phonograph Records;

                  (m) The term "Master" shall mean a Master Recording embodying
         your performances recorded during the Term;

                  (n) (i) The term "Mid-Price Audio-Visual Record" shall mean an
                  Audio-Visual Record bearing a Royalty Base Price in the
                  country in question in excess of sixty-six and two-thirds
                  (66-2/3%) percent and less than eighty (80%) percent of the
                  Royalty Base Price in that country of top-line Audio-Visual
                  Records on which recordings of the majority of our artists are
                  initially released in that country;

                      (ii) The term "Mid-Price Record" shall mean a Phonograph
                  Record bearing a Royalty Base Price in the country in question
                  in excess of sixty-six and two-thirds (66-2/3%) percent and
                  less than eighty (80%) percent of the Royalty Base Price in
                  that country of top-line Phonograph Records on which
                  recordings of the majority of our artists are initially
                  released in that country;

                  (o) The term " Multiple Album" shall mean a single package
         containing two (2) or more Albums, or their cassette tape or other
         equivalent or substantial equivalent in any form or configuration,
         which is sold as a single unit, and, where the context requires, Master
         Recordings sufficient to constitute a single package containing two (2)
         or more Albums, or their tape or other equivalent or substantial
         equivalent in any form or configuration, which is sold as a single
         unit;

                  (p) The terms "Musical Composition" and "Composition" shall
         mean a single musical composition and, for the purposes of computing
         mechanical royalties hereunder, shall include a medley;

                  (q) (i) With respect to Masters other than Audio-Visual
                  Recordings, the term "Net Receipts" shall mean the flat-fee,
                  if specifically attributable solely to one (1) or more
                  Masters, or the royalty, as the case may be, received by us
                  from a person, firm or corporation from the exploitation by
                  that person, firm or corporation of rights in those Masters,
                  less all costs paid or incurred by us in connection with the
                  exploitation of those rights and the collection of those
                  monies, less all taxes and adjustments and less all royalties
                  or other sums payable by us to any person, firm or corporation
                  in connection with the exploitation of those rights,
                  including, without limitation, royalties for the mechanical
                  reproduction of the Selections embodied in those Masters, but
                  excluding royalties or other sums payable to producers of
                  those Masters, which shall be borne solely by you; and

                                       39


                      (ii) With respect to Audio-Visual Recordings, the term
                  "Net Receipts" shall mean an amount equal to the flat-fee, if
                  specifically attributable solely to one (1) or more
                  Audio-Visual Recordings, or the royalty, as the case may be,
                  received by us from a person, firm or corporation from the
                  exploitation by that person, firm or corporation of rights in
                  those Audio-Visual Recordings, less twenty percent (20%) of
                  those monies as a distribution fee, less all costs paid or
                  incurred by us in connection with the exploitation of those
                  rights and the collection of those monies and less all taxes
                  and adjustments and less all royalties or other sums payable
                  by us to any person, firm or corporation in connection with
                  the exploitation of those rights, including, without
                  limitation, royalties for the mechanical reproduction of the
                  Selections embodied in those Audio-Visual Recordings, but
                  excluding royalties or other sums payable to producers of the
                  Masters embodied in those Audio-Visual Recordings and
                  producers or directors of those Audio-Visual Recordings, which
                  shall be borne solely by you;

                  (r) The term "Net Sales" shall mean ninety-percent (90%) of
         gross sales of Phonograph Records hereunder for which final payment has
         been received by us in United States Dollars in the United States,
         after deducting from such gross sales returns, credits, and reserves
         against anticipated returns and credits;

                  (s) The term "Net Sales through Normal Retail Distribution
         Channels" shall mean Net Sales of Phonograph Records hereunder through
         our principal distributor in the country in question for resale through
         record or other retail stores for which a Record royalty is payable
         hereunder after the retention of reserves (and, without limiting the
         generality of the foregoing, shall exclude sales or distributions
         referred to in subparagraph 9(b) above, but shall include sales or
         distributions referred to in subparagraph 9(b)(vii)(B) above);

                  (t) The term "New Record" shall mean a Phonograph Record in
         any software medium in which recorded music is not in general
         commercial distribution in the United States as of January 1, 1997,
         including, without limitation, the sale of Phonograph Records (or other
         exploitation of Masters) through the telephone, satellite, cable or
         other direct transmissions to the consumer over wire or through the air
         (as distinguished from radio or television advertised sales of
         Phonograph Records described in subparagraph 9(b)(i) above);

                  (u) The terms "Phonograph Record" and "Record" shall mean
         every form of reproduction (whether now known or unknown), embodying
         sound alone, or sound accompanied by visual images, distributed
         primarily for home use, school use, jukebox use, and use in means of
         transportation, including, without limitation, discs of any speed or
         size, reel-to-reel tapes, cartridges,

                                       40


         cassettes, other pre-recorded tapes, or any digital copy, including,
         without limitation, so-called "temporary copy";

                  (v) The term "Royalty Base Price" shall mean the following
         amounts for the following Phonograph Records:

                      (i) (A) With respect to Phonograph Records (other than
                  Audio-Visual Records) sold in the United States or Canada, the
                  SRLP except as set forth below; and

                          (B) With respect to royalties payable on Net Sales of
                  Phonograph Records in the United States or Canada for which
                  the Royalty Base Price is the SRLP, we shall have the right,
                  at any time, at our election, to calculate royalties hereunder
                  on the basis of our principal distributor's price (before
                  consideration of any discounts resulting from the distribution
                  of free goods), from time to time, to its customers in the
                  United States of Phonograph Records, in lieu of the SRLP of
                  those Phonograph Records, multiplied by an "uplift." As used
                  in the immediately-preceding sentence, the term "our principal
                  distributors price" shall mean the lowest wholesale price paid
                  by the largest category of customers to our principal
                  distributor in the United States during the relevant
                  semi-annual accounting period. If we elect to do so, then we
                  shall calculate that "uplift" as a fraction, the numerator of
                  which is the SRLP of a Comparable Phonograph Record
                  immediately prior to our discontinuance of retail-based
                  calculations and the denominator of which is our principal
                  distributor's price (before consideration of any discounts
                  resulting from the distribution of free goods) to its
                  customers in the United States of a Comparable Phonograph
                  Record immediately prior to our discontinuance of retail-based
                  calculations. The application of the foregoing provisions of
                  this subparagraph shall not result in a reduction in the
                  amount of royalties otherwise payable to you hereunder on a
                  configuration-by-configuration basis immediately prior to our
                  discontinuance of retail-based calculations. For purposes of
                  this subparagraph, the term "Comparable Phonograph Record"
                  shall mean a Phonograph Record of the same configuration, with
                  the same packaging, and in the same price category as the
                  Phonograph Record in question; and

                      (ii) With respect to Phonograph Records (other than
                  Audio-Visual Records) sold outside of the United States and
                  Canada:

                           (A) If an SRLP is established or utilized by our
                  licensee (whether or not affiliated with us) in a particular
                  country in

                                       41



                  accounting to us, then that particular SRLP established or
                  utilized by our licensees shall apply to Phonograph Records
                  hereunder;

                           (B) If an SRLP is not established or utilized by our
                  licensee (whether or not affiliated with us) in a particular
                  country in accounting to us on sales of Phonograph Records,
                  then, at our election, (1) the price upon which mechanical
                  royalties are generally computed and paid by major record
                  companies (including, without limitation, our then-current
                  principal distributor) in the country in question pursuant to
                  the then-current agreement between major record companies and
                  the mechanical reproduction rights society in that country or
                  (2) an amount computed by multiplying the lesser of (aa) that
                  percentage utilized by our affiliate or licensee in computing
                  a retail related price or constructed price on which royalties
                  are paid to us and (bb) one hundred twenty-six percent (126%),
                  by the lowest of (aa) the so-called "published price to
                  dealers," (bb) the lowest wholesale price paid to our or our
                  affiliate's or licensee's principal distributor in the country
                  in question by the largest category of customers during the
                  relevant semi-annual accounting period and (cc) the wholesale
                  price which our licensee (whether or not affiliated with us)
                  in a particular country uses in accounting to us for
                  royalties.

                      (iii) With respect to Audio-Visual Records sold in any
                  country of the world, an amount equal to the monies actually
                  received by us in the United States (or credited to us in
                  final reduction of an advance previously received by us in the
                  United States) from the sale of those Audio-Visual Records
                  (rather than their actual SRLP, wholesale price, published
                  price to dealers or any other price), after deduction of a
                  distribution fee of twenty percent (20%) of those monies; and

                      (iv) There shall be deducted from the Royalty Base Price
                  an amount equal to any excise, sales, value added or
                  comparable or similar taxes which are included therein;

                  (w) The term "Selection" shall mean a Musical Composition,
         poem, dramatic work, comedy routine, or other verbal expression;

                  (x) The term "Single" shall mean a seven (7) inch vinyl-disc
         Phonograph Record or its tape or other equivalent or substantial
         equivalent in any form or configuration; and

                  (y) Except as otherwise herein provided, the term "SRLP" shall
         mean those suggested retail list prices established by us or our
         affiliates or licensees from time to time for Phonograph Records in a
         particular configuration

                                       42


         which shall be determined from time to time with reference to the
         relevant wholesale price in a manner that shall be applied consistently
         to a majority of our (or our licensees' or affiliates') then-current
         recording artists. With respect to New Records that are distributed by
         telephone, satellite, cable or other direct transmissions over wire or
         through the air, the term "SRLP" shall mean either those suggested
         retail list prices therefor, if any, established by us or our
         affiliates in accordance with the terms of the preceding sentence or
         those retail list prices charged to the ultimate consumer therefor,
         excluding any shipping and handling charges in connection therewith.

         19. Indemnity. You hereby indemnify, save, and hold us harmless from
any and all damages, liabilities, costs, losses and expenses (including legal
costs and attorneys' fees) arising out of or connected with any claim, demand or
action by us or by a third party which is inconsistent with any of the
warranties, representations or covenants made by you in this Contract. You shall
reimburse us, on demand, for any payment made by us at any time with respect to
any damage, liability, cost, loss or expense to which the foregoing indemnity
applies. Pending the determination of any claim, demand or action, we may
withhold, at our election, payment of any monies otherwise payable to you
hereunder or under any other agreement between you and us or our affiliates in
an amount which does not exceed your potential liability to us pursuant to this
paragraph.

         20. Assignment. We shall have the right, at our election, to assign
this Contract or any of our rights hereunder, in whole or in part, or to
delegate any of our obligations hereunder, in whole or in part, to any person,
firm or corporation. You shall not have the right to assign this Contract or any
of your rights or to delegate any of your obligations hereunder.

         21. Notices. All notices to be given to you hereunder and all
statements and payments to be sent to you hereunder shall be addressed to you at
the address set forth on page 1 hereof or at such other address as you shall
designate in writing from time to time. All notices to be given to us hereunder
shall be addressed to us at the address set forth on page 1 hereof or at such
other address as we shall designate in writing from time to time. All notices
shall be in writing and shall either be served by personal delivery, certified
mail, return receipt requested, or facsimile transmission (with a copy sent
concurrently by certified mail, return receipt requested), all charges prepaid,
except that statements and payments may be sent by regular mail. Notices to us
must be sent to the attention of our Senior Vice President, Business & Legal
Affairs. Except as otherwise provided herein, notices shall be deemed given when
personally delivered, mailed as aforesaid, or transmitted by facsimile (with a
concurrent copy mailed as aforesaid), all charges prepaid, except that notices
of change of address shall be effective only after actual receipt. A copy of
each notice to us shall be sent simultaneously to Xxxxxxxx, Xxxxxxxxxx & Xxxxx
LLP, 00000 Xxxx Xxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, to the
attention of J. Xxxxxx Xxxxxxx, Xx., Esq. A courtesy copy of each notice to you
hereunder shall be sent to

                                       43


Xxxxxxx & Xxxxxxx, 0000 00xx Xxxxxx, Xxxxx 000 Xxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx
00000, to the attention of Xxxxxx Xxxxxxx, Esq.

         22. Miscellaneous.

                  (a) This Contract sets forth your and our entire understanding
         relating to its subject matter. No modification, amendment, waiver,
         termination or discharge of this Contract or of any its terms shall be
         binding upon either of us unless confirmed by a document signed by you
         and by a duly authorized officer of ours. No waiver by you or us of any
         term of this Contract or of any default hereunder shall affect your or
         our respective rights thereafter to enforce that term or to exercise
         any right or remedy in the event of any other default, whether or not
         similar;

                  (b) We shall not be deemed to be in breach of any of our
         obligations hereunder unless and until you shall have given us specific
         written notice by certified or registered mail, return receipt
         requested, describing in detail the breach  and we shall have failed to
         cure that breach within thirty (30) days after our receipt of that
         written notice;

                  (c) Our payment obligations under this Contract are
         conditioned upon your full and faithful performance of the terms
         hereof;

                  (d) Wherever your approval or consent is required hereunder,
         that approval or consent shall not be unreasonably withheld. We may
         require you to formally give or withhold approval or consent by giving
         you notice of our request that you do so and by furnishing you with the
         information or material in respect of which the approval or consent is
         sought. You shall give us written notice of your approval or
         disapproval or of your consent or non-consent within five (5) days
         after our notice is sent and in the event of your disapproval or
         non-consent your notice shall contain the specific reasons therefor.
         Your failure to give us notice as aforesaid shall be deemed to be
         consent or approval, as the case may be, with respect to the matter
         submitted;

                  (e) Nothing herein contained shall constitute a partnership,
         joint venture, or fiduciary relationship between you and us. Except as
         otherwise expressly provided herein, you are performing your
         obligations hereunder as an independent  contractor. Neither party
         hereto shall hold itself out contrary to the terms of this subparagraph
         22(e) and neither you nor we shall become liable for any
         representation, act or omission of the other contrary to the provisions
         hereof;

                  (f) This Contract shall not be deemed to give any right or
         remedy to any third party whatsoever unless that right or remedy is
         specifically granted by us in writing to that third party;

                                       44


         such physical examinations and to complete and deliver such forms as we
         may reasonably require and otherwise to cooperate with us fully for the
         purpose of enabling us to secure that insurance. We shall not disclose
         the results or findings of such physical examinations, except to our
         representatives, as required by law or legal process, as required to
         implement or secure the insurance policy in question or to enforce the
         provisions of this subparagraph (m);

                  (n) Upon our request, you shall render your services at such
         times and places as we may reasonably designate for the purpose of
         assisting us in the marketing, advertising and promotion of Phonograph
         Records hereunder. Among those services are engaging in interviews,
         participating in press conferences, posing at photography sessions and
         appearing on television and radio shows. Promptly after your submission
         to us of invoices or other suitable documentation therefor, we shall
         pay to you or reimburse you for the reasonable costs of travel and
         accommodations which are actually paid or incurred by you in connection
         with your services under this subparagraph 22(n), but you shall not pay
         or incur any costs or expenses in connection with your services under
         this subparagraph 22(n) which are to be paid or reimbursed by us unless
         you and we mutually agree in writing on the nature and extent of those
         costs and expenses. If we pay or incur any costs in connection with
         your services pursuant to this subparagraph 22(n) ("Promotional
         Services Costs"), those Promotional Services Costs shall not be
         recoupable from royalties earned by you hereunder. If, however, any
         third party pays to you any fee or other consideration for or in
         connection with your services pursuant to this subparagraph 22(n) (such
         as, but not limited to, a television appearance fee) and we pay or
         incur any Promotional Services Costs in connection. therewith, then you
         shall pay to us all such fees and other consideration to the extent of
         our Promotional Services Costs in connection therewith. If you fail for
         any reason to pay to us those fees to the extent of our Promotional
         Services Costs, then, at our election, the amount of all such fees
         received by you from third parties in connection with your services
         pursuant to this subparagraph 22(n) in an amount equal to our
         Promotional Services Costs shall be deemed to be advances recoupable
         from any and all monies payable to you pursuant to this Contract;

                  (o) You shall not render any services to or authorize or
         permit your name or likeness or any biographical material concerning
         you to be used in any manner  by any person, firm or corporation in the
         advertising, promoting or marketing of blank magnetic recording tape,
         digital audio tape or any other product or device intended to be sold,
         whether now known or hereafter developed, which may be used for the
         fixation of sound alone or sound together with visual images;

                  (p) You acknowledge and agree that you have been represented
         by independent legal counsel or have had the unrestricted

                                       45



         recording artist(s), recording companies, songwriters and publishers
         who have any right, title or interest in and to the Other Material
         embodied in that Master Recording intended to be delivered to us as a
         "Master" subject to this Contract as a result of that Sampling; no
         Sampled Master shall violate or infringe on the rights of any other
         person, firm or corporation, including, without limitation, the
         copyrights owned or controlled by any other person, firm or
         corporation; as between you, on the one part, and us, on the other
         part, you shall be solely responsible for and shall account for and pay
         to the persons, firms or corporations that own or control Other
         Material all monies to which those other person, firms or corporations
         are entitled to as a result of the Sampling of any Other Material in
         Sampled Masters subject to this Contract; and, as between you and us,
         you shall be solely responsible for obtaining all consents and licenses
         necessary or desirable in connection with the use and reproduction and
         licensing the use and reproduction of Other Material in Sampled
         Masters. No royalties, advances or other money shall be earned by or
         payable to you hereunder in connection with any Sampled Master and no
         Sampled Masters shall be deemed to be delivered to us in fulfillment of
         your Recording Commitment unless and until we obtain documentation
         reasonably satisfactory to us of the foregoing.

                  If the foregoing correctly reflects your agreement with us,
         please so indicate by signing below.

                                     Very truly yours,

                                     WALL STREET RECORDS LLC,
                                     d/b/a ANTRA RECORDS


                                     By: xxxxxxxxxxxxxxxxxxxxxxxx
                                         ------------------------


                                     By: xxxxxxxxxxxxxxxxxxxxxxxxxxxx
                                         ----------------------------

AGREED AND ACCEPTED:

/s/ Xxxxx Xxxx
------------------------------
XXXXX XXXX, p/k/a "BABY S"



                                       46


                                    EXHIBIT A

                              PRODUCER DECLARATION

         I, the undersigned, declare that I have read and understand those
relevant portions of the agreement between Wall Street Records LLC d/b/a ANTRA
Records ("ANTRA") c/o A&M Records, Inc., Worldwide Plaza, 000 0xx Xxxxxx, Xxx
Xxxx, Xxx Xxxx, 00000 and Xxxxx Xxxx (currently professionally known as "Baby S"
and referred to below as "Artist") dated __________, 1998 ("Artist Agreement')
that pertain to my record production endeavors.

         I hereby certify that I have produced or will have produced certain
master recordings embodying Artist's featured performance ("Masters") pursuant
to an agreement between Artist and me ("Producer Agreement') which provides for
valuable consideration to be paid to me. As part of my material obligations
pursuant to the Producer Agreement and for the express and direct benefit of
ANTRA, I hereby:


         X.       Xxxxx to ANTRA the perpetual right to use and publish and to
                  permit others to use and publish my name, signature, approved
                  likeness, and approved biographical material concerning me for
                  advertising and trade purposes in connection with the sale and
                  exploitation of masters and records manufactured from masters
                  recorded pursuant to the Artist Agreement, or to refrain
                  therefrom.

         B.       Agree to look solely to Artist for the payment of any
                  advances, fees and/or royalties, as the case may be, and will
                  not assert any claim in this regard against ANTRA or attempt
                  to prevent the manufacture, sale or distribution of phonograph
                  records manufactured from Masters produced under the terms and
                  conditions of the Artist Agreement and the Producer Agreement.
                  Any payments that I receive from ANTRA in connection with the
                  exploitation of Masters or my services pursuant to Producer
                  Agreement shall have been made solely as an accommodation to
                  Artist and nothing contained herein, in the Producer Agreement
                  or in the Artist Agreement shall constitute me a beneficiary
                  of or party to the Artist Agreement or any other agreement
                  between ANTRA and Artist.

         C.       Acknowledge and agree that each Master recorded under the
                  Producer Agreement embodying the results and proceeds of my
                  services (i) is prepared within the scope of the Artist's
                  engagement of my personal services and is a "work made for
                  hire" or (ii) is prepared as part of a long-playing phonograph
                  record (or its substantial equivalent) which constitutes a
                  work specially ordered

                                      A-1


                  by Artist or ANTRA for use as a contribution to a collective
                  work and shall be considered a "Work made for hire." I further
                  acknowledge that ANTRA is the exclusive owner of copyright
                  with respect to each such Master and any "sound recording" or
                  "phonorecord" or "copy" manufactured therefrom (individually
                  and collectively called the "Work"), and that ANTRA has the
                  right to exercise all rights of the copyright proprietor with
                  respect thereto, including, but not limited to, all exclusive
                  right specified in 17 U.S.C. ss. 106 and the exclusive right
                  to register copyright in the name of ANTRA.

         D.       Notwithstanding the provisions of paragraph C above, I agree
                  that to the extent, if any, that I may be deemed an "author"
                  of any Work, I hereby irrevocably transfer, grant, convey and
                  assign to ANTRA, exclusively, perpetually and throughout the
                  universe, all exclusive right, title and interest in and to
                  such Work, including, but not limited to, all exclusive right
                  of the copyright owner as specified in 17 X.X.X.xx. 106. 1
                  hereby grant to ANTRA a power of attorney, irrevocable and
                  coupled with an interest, to execute for me and in my name,
                  all documents and instruments necessary or appropriate to
                  effectuate the intents and purposes of this paragraph D and to
                  accomplish, evidence and perfect the rights granted to ANTRA
                  pursuant to this paragraph D including but not limited to
                  documents to apply for and obtain all registration of
                  copyrights in and to any such Work, and documents to assign
                  such copyrights to ANTRA.

         E.       Agree that I shall not produce or co-produce, prior to the
                  date three (3) years after the Master shall have been
                  delivered to ANTRA in accordance with the provisions of the
                  Artist Agreement, any recording for any person, firm or
                  corporation other than ANTRA which embodies, in whole or in
                  part, any of the selections recorded in the Masters.


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                                        SS#:
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                                        Address:
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                                      A-2