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Exclusive Recording Artist Agreement

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<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>12
<FILENAME>ex_10-6.txt
<DESCRIPTION>EXCLUSIVE RECORDING AGREEMENT WITH MORGAN HAYES
<TEXT>
Exhibit 10.6
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                                Pop Starz Records
                             1000 West Ave. # PH 19
                           Miami Beach, Florida 33139
                                                  Dated as of: December 29, 2006
Janice Hayes Tierney
711 NW 42nd Way
Deerfield Beach, FL 33442
    RE: POP STARZ RECORDS -W- JANICE HAYES TIERNEY F/S/O MORGAN NICOLE HAYES
        P/K/A MORGAN HAYES
Dear Janice,
    This letter shall constitute the understanding between Janice Hayes Tierney
(hereinafter referred to as "Grantor" or "You") and Pop Starz Records
(hereinafter referred to as "PSR") with respect to the exclusive services of the
artist currently known as Morgan Nicole Hayes.
1.  Representations, Warranties and Covenants:
You hereby represent, warrant and agree that during the term of this agreement,
you will furnish as grantor to PSR the exclusive recording, songwriting and
other services of Morgan Nicole Hayes, professionally known as ("p/k/a") "Morgan
Hayes" (hereinafter individually referred to as "Artist") in the Territory as
provided herein. All references in this agreement to "Grantor", "you", and
"Artist" will be understood to refer to you as grantor with respect to Artist
and the subject matter herein.
2.  Term/Commitment: (a) The term of this agreement and the initial Contract
Period hereunder will begin on the date hereof. Each Contract Period hereunder
will end, unless extended as provided herein, on the date six (6) months after
PSR's United States retail street date for the last Album Delivered by you in
fulfillment of your Recording Commitment for the Contract Period concerned, but
in no event longer than eighteen (18) months. Notwithstanding the foregoing, but
subject to the other provisions of this agreement, no Contract Period will end
prior to the date ten (10) months after the date of the commencement of such
Period. For the avoidance of doubt the term "retail street date" shall mean
either a physical or digital release as the terms are commonly understood in the
entertainment industry.
    (b) You hereby grant PSR five [5] separate options, each to extend the term
of this agreement for one additional Contract Period per option ("Option
Period") on the same terms and conditions applicable to the initial Contract
Period except as otherwise provided herein. PSR may exercise such an option by
giving you notice at any time before the expiration of the Contract Period then
in effect paying any applicable advances. If PSR exercises such an option, the
Option Period concerned will begin immediately after the end of the then current
Contract Period (or, if PSR so advises you in its exercise notice, such Period
will begin on the date of such exercise notice).
3.  Recording Obligation and Procedure: Masters shall be recorded and produced
in accordance with first class standards of the recording industry. PSR shall
have creative control over all creative elements of the Masters, including,
without limitation, compositions and budgets, prior to Artist recording the
Masters. Artist shall deliver multi-track recordings, and stereo mixed down
Masters of the same, reflecting then state of the art recording techniques.
Masters shall be commercially satisfactory for use in the production and
manufacture of Records as now or hereinafter used in the recording industry.
Producer shall furnish PSR, in writing, with all information, consents and
clearances for PSR to fully exploit the Masters, including, without limitation,
mechanical licenses, label copy and all information required to be submitted to
unions, guilds and other Persons. PSR will pay all Recording Costs in connection
with Masters made
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hereunder in accordance with a recording budget approved by PSR (the "Approved
Budget"). Any Recording Costs in excess of the Approved Budget (unless caused
solely by PSR's acts or omissions) or penalties charged to PSR will be your sole
responsibility and will be paid by you promptly (or reimbursed by you if paid by
PSR). Those amounts will also be recoupable from all monies becoming payable by
PSR to you under this Agreement. Monies paid to you under this Agreement include
the prepayment of session union scale to you as provided in the applicable union
codes and you agree to complete any documentation required by applicable unions.
For the avoidance of doubt, all Recording Costs shall be fully recoupable from
all monies becoming payable by PSR to you under this Agreement.
4.  Rights: (a) You warrant, represent and agree that throughout the Territory
PSR is the sole, exclusive and perpetual owner of all Masters Delivered
hereunder or otherwise recorded by Artist during the term of this agreement, all
Videos, Artwork, Websites produced or created hereunder which ownership entitles
PSR, among other things, to all right, title and interest in the copyright in
and to Masters, Videos, Artwork and Websites (but excluding the copyrights in
the Compositions contained therein, except as otherwise provided herein). Each
Master, Video, Artwork, and Website made under this agreement or during its
term, from the inception of its recording, will be considered a "work made for
hire" for PSR. PSR and its subsidiaries, licensees and affiliates shall have the
sole and exclusive right to manufacture and exploit Records derived from all or
a portion of the Masters on any so called compilations of the Masters and on any
so called "greatest hits" or "best of" compilations in addition to the delivery
commitment hereunder and shall have the exclusive right to use Artist's
professional names, by which Artist is or may become known, Artist's voice,
likenesses, photographs, images, autograph, biographical information, logos,
trademarks, service marks, mixes of recordings and Voice Products (voicemail
messages, voice greetings and other similar audio and audiovisual recordings
embodying the Artist's voice with or without the Artist's image, sound
recordings and/or audiovisual recordings) for advertising, promotion and trade
relating to the exploitation of Records and general goodwill advertising in any
format, through any manner and any media now or hereinafter known, including but
not limited to digital electronic music distribution, wireless and mobile
communication devices, fixed-line communications devices or other communications
or transmission technology now known or hereafter devised including without
limitation applications involving the transmission, distribution, making
available by way of download or streaming, or use in ring tones, ringback tones,
alert tones, so-called "speechtones", games, so-called "voice cards" or voice
mail greetings, animated wallpapers or screensavers. PSR shall have the right to
use Artist's and any producer's, names, biographical material and likenesses for
advertising, promotion and trade relating to the exploitation of Records and
general goodwill advertising subject to your right to approve such names,
biographical material and likenesses which approval shall be given within three
(3) business days of the request and shall be deemed to have been given after
the expiration of such three (3) day period. Such approval shall be deemed given
in the case of any likeness, biography or photographs supplied by you.
5.  Advances: PSR shall pay, as Advances to be charged against and be recoupable
from royalties accruing to Artist's account hereunder, the following:
    (a) In connection with your Delivery to PSR of the Masters constituting an
Album in fulfillment of your Recording Commitment, PSR will pay you an Advance
as follows:
        (1) Albums recorded during the initial Contract Period: Eight Thousand
Dollars ($8,000.00).
        (2) Albums recorded during the second thru the fifth Option Periods, the
amount equal to two thirds (2/3) of the lesser of (i) the average royalties
earned by you (after provision for reasonable reserves) on USNRC Net Sales of
the last two (2) Albums of your Recording Commitment, or (ii) the royalties
earned by you (after provision for reasonable reserves) on USNRC Net Sales of
the immediately preceding Album of the Recording Commitment,
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computed as of the date six (6) months after the initial United States release
date of the applicable Album. Notwithstanding anything to the contrary contained
in this subparagraph, the Recording Fund for Albums recorded in fulfillment of
your Recording Commitment for the Option Periods hereof will not be less than
Twenty Thousand Dollars (20,000.00) and will not exceed Fifty Thousand Dollars
($50,000.00).
        (3) Each Advance referred to in this paragraph will be paid according to
the following schedule:
        (1) With respect to the first Album:
            (A) Four Thousand Dollars ($4,000.00) promptly after execution of
this agreement;
            (B) The balance, if any, promptly after Delivery of the Album.
        (2) With respect to each subsequent Album:
            (A) Promptly after PSR has approved all relevant preconditions to
recording (e.g. budget, Compositions, producer, etc.) and the recording of such
Album has commenced, PSR will pay one half (1/2) of the amount; and
            (B) The balance promptly after Delivery of the Album concerned.
6.  Royalties: PSR shall accrue to Artist's account the following royalties on
Net Sales of the applicable Records in accordance with the provisions of Article
7 below, provided, however, no royalties shall accrue (except for accounting
purposes) or be due or payable to Artist until such time as all Advances have
been recouped by or repaid to PSR :
    (a) Singles sold in the United States or Puerto Rico: Nine Percent (9%) (the
"Basic Rate") of the Royalty Base; Albums sold in the United States or Puerto
Rico: Twenty Five Percent (25%) of the Royalty Base.
    (b) On Records sold for distribution through normal retail channels outside
the United States, the Basic Rate for the country concerned will be the
indicated percentage of the United States Basic Rate for the configuration
concerned:
        (1) Canada: 100%.
        (2) United Kingdom, Germany and Japan: 66 2/3%.
        (3) Elsewhere: 50%.
    (c) With respect to Midline Records, EPs, and Records sold to the Armed
Forces Post Exchanges or to the United States or a state or local government,
the royalty rate is two thirds (2/3) of the Basic Rate in the country concerned
for the configuration concerned. With respect to Budget Records, premium
records, Records sold by Company itself in the United States in connection with
a direct response television campaign, direct mail or mail order, and Records in
the form of transparent or colored vinyl, the royalty rate is one half (1/2) of
the Basic Rate in the country concerned for the configuration concerned. With
respect to any Record sold by Company or its licensee in conjunction with a
television advertising campaign, during the semi-annual accounting period in
which that campaign begins as well as the next two (2) such periods, the royalty
rate with respect to the advertised Records sold in the countries in which the
campaign occurs is one half (1/2) of the otherwise applicable royalty rate. With
respect to any Multiple Record
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Album, the royalty rate is the Basic Rate in the country concerned for the
configuration concerned if, at the beginning of the royalty accounting period
concerned, the Published Price to Dealers of such Album is at least the number
of cassettes, compact discs or other configuration packaged together times the
Published Price to Dealers for "top-line" Albums marketed by Company or its
principal licensee in the country where the Multiple Record Album is sold (the
"top-line" price). If the Published Price to Dealers applicable to such Multiple
Record Album is less than the number of cassettes, compact discs or other
configuration packaged together times the "top-line" price, then the applicable
royalty rate for such Multiple Record Album will be equal to the otherwise
applicable royalty rate multiplied by a fraction, the numerator of which is the
Published Price to Dealers of such Multiple Record Album, and the denominator of
which is the number of cassettes, compact discs or other configuration packaged
together times the "top-line" price (but not less than one half (1/2) of the
applicable royalty rate prescribed in paragraph 7.01 for such Album). With
respect to compact discs and DEMD, the royalty rate (which will be deemed to be
the Basic Rate with respect to such configuration) is one hundred percent (100%)
of the otherwise applicable royalty rate in the applicable country for the
configuration and price category concerned. With respect to Records sold in the
form of new configurations (including, but not limited to, Digital Compact
Cassette, DVD and SACD (Super Audio Compact Disc), Mini Disc, the royalty rate
(which will be deemed to be the Basic Rate with respect to such configurations)
is seventy-five percent (75%) of the otherwise applicable royalty rate in the
applicable country for the configuration and price category concerned.
    (d) Notwithstanding the generality of the foregoing regarding DEMD, in the
event that Company shall distribute or authorize Persons to distribute Records
by means of DEMD, the royalty to be accrued hereunder in respect of such
exploitation shall be determined by applying the applicable royalty rate and
Royalty Base set forth herein for an equivalent Record; however, the following
deductions shall not apply when computing Artist's royalty with respect to any
such DEMD: (a) container charges (as set forth in paragraph 14.08); (b) new
technology deductions (as set forth in paragraph 14.28(c)); and (c) free goods
(as set forth in paragraph 8.01). For the avoidance of doubt, whether a
particular Record is distributed by means of DEMD as an individual Master
recording or such Master Recording is part of an Album, the royalty that shall
be accrued hereunder shall be the applicable Album royalty rate pursuant to the
terms set forth herein.
    (e) Your royalty will be the sum equal to fifty percent (50%) of Company's
net receipts with respect to the following Records and/or exploitation of
Masters recorded hereunder: (a) Records sold through record clubs or similar
sales plans; (b) licenses for methods of distribution such as "key outlet
marketing" (distribution through retail fulfillment centers in conjunction with
special advertisements on radio or television), direct mail, mail order, or by
any combination of the methods set forth above or other methods; (c) licenses
for distribution other than through Normal Retail Channels or other than by the
primary distributor(s) of Company in the territory concerned for the
configuration concerned; and (d) any and all other licenses of Master recordings
not specifically provided for herein.
    (f) Videos: ten percent (10%) of the Royalty Base on top-line in the U.S.,
five percent (5%) of the Royalty Base on top-line ex-U.S. Fifty percent (50%) of
topline rate on less than top-line.
    (g) Notwithstanding the foregoing, in the case of digital download and
streaming sales, Artist will receive the full album rate without any packaging
or new technology deduction.
7.  Mechanical/Synchronization Copyrights:
    (a) Each Controlled Composition is hereby licensed to PSR at seventy-five
percent (75%) of the Statutory Rate in effect at the time of release the
applicable Master. The rate for exploitations of Masters set forth in paragraphs
6(d)-(e) above shall be three-quarters (3/4) of the rate in the previous
sentence. Copyright royalties will only be paid on
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Net Sales of Records. Copyright royalties shall not be payable with respect to:
(i) Records otherwise not royalty-bearing hereunder; (ii) Compositions which are
in the public domain, or are arranged versions of Compositions in the public
domain; (iii) non-musical material; and (iv) Compositions which have a playing
time of less than one (1) minute and thirty (30) seconds in length.
    (b) Notwithstanding anything to the contrary contained herein, if any Record
hereunder embodies more than one (1) Master Recording of a particular Controlled
Composition, then PSR shall only be obligated to pay the copyright royalty
rate(s) referred to in paragraph 9.01(a) with respect to only one (1) such
Master Recording.
    (c) (i) Grantor hereby licenses each Controlled Composition to PSR for
Audio-Visual Recordings and the exploitation thereof without payment.
        (ii) Grantor shall procure from the applicable copyright proprietors an
irrevocable written consent to PSR's recording of each non-Controlled
Composition for Audio-Visual Recordings and the exploitation thereof without
payment.
        (iii) If PSR is required to pay any copyright proprietor for commercial
exploitation rights in connection with an Audio-Visual Recording, then PSR may
deduct the amount of such payment from royalties otherwise accruing to Grantor
hereunder with respect to such Recording.
    (d) PSR will hold reserves on mechanical royalties and shall liquidate them
fifty percent (50%) after twelve (12) months of the accounting period in which
the reserve was established, twenty-five percent (25%) after eighteen (18)
months of the accounting period in which the reserve was established and
one-hundred percent (100%) after twenty-four (24) months of the accounting
period in which the reserve was established. Overpayments of mechanical
royalties shall be immediately reimbursed by Artist and/or be deemed Advances.
Artist's rights to audit books for mechanical royalties on Controlled
Compositions are the same as set forth in paragraph 6 above.
    (e) PSR shall have no obligation to pay an aggregate of copyright royalties
in excess of the following amounts multiplied by the applicable rate set forth
in 7(a) above: (i) Album: ten (10); (ii) Singles, EPs, Long Play Singles or any
other Record: two (2).
8.  Co-Publishing and Administration of Copyrights:
    (a) Artist hereby irrevocably assigns to PSR's music publishing designee a
co-publishing interest of fifty percent (50%) in all of Artist's right, title
and interest in and to all musical compositions written, owned and/or controlled
by Artist, alone or with others, in whole or in part, directly or indirectly, at
any time during the Term (the "Compositions"), including, without limitation,
all copyrights therein, all renewals, extensions and reversions thereof, and all
claims and causes of action related to the Compositions accrued or accruing at
any time, throughout the universe in perpetuity. Artist also hereby irrevocably
assigns to PSR the sole and exclusive right to administer one hundred percent
(100%) of each of the Compositions and the copyrights therein (including
Artist's share thereof) throughout the universe in perpetuity, including without
limitation the exclusive right to grant rights and licenses in the Compositions,
to act as the publisher thereof, and to exercise or refrain from exercising any
and all rights therein, as if PSR were the sole owner of the Compositions and
all copyrights therein. Artist agrees to execute any and all further instruments
or documents to effectuate or evidence the rights granted to PSR herein, and
hereby irrevocably authorizes and appoints PSR as Artist's attorney-in-fact, to
execute in Artist's name and on Artist's behalf, any and all of the foregoing
instruments as well as any and all other documents necessary to secure,
register, renew and/or extend the copyrights in the Compositions for PSR's and
Artist's benefit throughout the universe, such power being coupled with an
interest and being irrevocable.
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    (b) PSR will credit the following percentages of Net Income to Artist's
account:
        (i) Original Mechanical Royalties: Seventy-five (75%) percent;
        (ii) Public Performance Royalties: Fifty (50%) percent (except that with
respect to public performance income payable by a performing rights society that
pays the "writer's share" of such income directly to writers, Artist will be
entitled to receive 100% of the "writer's share" of public performance royalties
directly from such performing rights society, and PSR will be entitled to
receive 100% of the "publisher's share" of public performance royalties directly
from such society, of which PSR will credit 50% of such "publisher's share" to
Artist's account hereunder);
        (iii) Synchronization income from licensing Compositions for use in
motion pictures, television programs and commercials: Seventy-five (75%)
percent; (iv) Print income: Seventy-five (75%) percent; (v) All other income
(other than legal recoveries): Seventy-five (75%) percent; (vi) Sums paid to PSR
as a result of claims made by PSR against infringers: Seventy-five (75%) percent
after costs (including legal fees) have been recouped out of such recovery.
    (c) "Net Income" shall mean all monies actually received by PSR in the
United States in United States dollars from the exploitation of the Compositions
throughout the Territory, net of any and all administration fees retained by
PSR's worldwide administrator(s) and fees of any trustee or licensing or
collecting agent for the licensing of synchronization, mechanical, or other
rights in the Compositions; and less the costs of creation and exploitation of
any new adaptation or translation and of registering the copyrights in the
Compositions.
    (d) PSR will account to Artist directly no less frequently than
semi-annually for all royalties payable to Artist under this paragraph 8. Artist
shall have the right, upon thirty (30) days notice and during normal business
hours not more than once a year, and not more than once with respect to any
accounting statement, to examine or have its duly authorized representative or
accountant examine PSR's books and records insofar as they pertain to the
computation of royalties payable to Artist hereunder in respect of the
Compositions. All statements hereunder shall be deemed final and not subject to
objection unless specific objection stating the basis thereof is made by written
notice to PSR, and suit is commenced, within two (2) years from the date the
statement is rendered.
9.  Other Music Activities:
    (a) During the Term, Artist hereby appoints PSR as Artist's sole and
exclusive advisor with respect to the advancement and development of Artist's
career in the entertainment industry. Without limiting the generality of the
foregoing, during the Term, PSR shall advise, counsel and assist Artist in
connection with all matters relating to Artist's career in all Other Music
Activities in all branches of the music industry, including, without limitation,
with respect to publicity, promotion, public relations, advertising, the proper
formats for presentation of Artist's talents, compensation, agreements for
Artist's services, selection and supervision of persons to counsel, advise,
procure employment for, and/or otherwise render services to Artist, and acting
as Artist's negotiator for terms of all agreements for Artist's talents in the
entertainment industry and the products thereof.
    (b) In consideration of the foregoing, Artist hereby directs that all of
Artist's Other Music Activities Income received at any time (whether during or
after the Term) from any and all services rendered by Artist in the
entertainment industry during the Term, and/or from any and all agreements,
contracts, or engagements in the entertainment industry secured during the Term,
shall be paid directly to PSR. PSR shall be entitled to retain for its own
account a fee equal to twenty-five percent (25%) of such Artist's Other Music
Activities Income; provided, however, that PSR shall not receive any share of
Artist's Other Music Activities Income payable to Artist under
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this Recording Agreement or the Co-Publishing Agreement. In the event Artist
engages a mutually-approved business manager at any time during the Term, then
all of Artist's Other Music Activities Income shall be directed to such business
manager instead of to PSR, and such business manager shall pay PSR its share of
such Artist's Other Music Activities Income as provided herein.
    (c) During the Term, PSR shall be authorized to incur reasonable and
necessary business costs, fees or expenses on Artist's behalf in connection with
Artist's career in the entertainment industry. All such direct and out of pocket
costs (other than those deductible by PSR under the Recording Agreement or
Co-Publishing Agreement, such as Recording Costs, and Advances) shall be
recouped from monies due to Artist.
    (d) Until such time that Artist engages a mutually-approved business
manager, PSR shall maintain accurate books and records of all business
transactions undertaken by PSR on Artist's behalf. PSR shall render periodic
accountings to Artist no less frequently than semi-annually, reflecting Artist's
Other Music Activities Income for such accounting period and all deductions
therefrom including PSR's fee and all deductible costs incurred on Artist's
behalf, accompanied by payment to Artist of the net sum thereon shown to be due
to Artist for such accounting period.
    (e) PSR shall have the right to authorize the use of Artist's name,
likeness, voice and photographs for the purpose of advertising any products or
services in the entertainment industry, including, without limitation, the
Masters, Compositions and Records derived therefrom.
    (f) Artist expressly acknowledges that PSR is not an employment agent or
theatrical agent or licensed as such, and that PSR has not to date procured nor
will PSR in the future procure employment for Artist. PSR's Artist development
services are not exclusive to Artist, and PSR may perform similar services for
other artists. During the Term, you agree to pursue your career in the
entertainment industry in a consistent manner, to follow PSR's advice, and to
consult with PSR prior to accepting any offers of employment.
10. Release Commitment:
    (a) Provided you have fulfilled all your material obligations under this
agreement, Company will release in the United States each Album recorded in
fulfillment of your Recording Commitment within four (4) months after Delivery
of the Album concerned. If Company fails to do so you may notify Company at any
time after the end of the four (4) month period concerned (but before
commencement of recording of the next Album of your Recording Commitment
hereunder), that you intend to terminate the term of this agreement unless
Company releases the Album within two (2) months after Company's receipt of your
notice (the "cure period"). If Company fails to release the Album before the end
of the cure period, you may terminate the term of this agreement by giving
Company notice (the "Termination Notice") within thirty (30) days after the end
of the cure period. On receipt by Company of your Termination Notice, the term
of this agreement will end and all parties will be deemed to have fulfilled
their obligations hereunder except those obligations that survive the end of the
term (e.g., warranties, rerecording restrictions and obligations to pay
royalties). Notwithstanding paragraph 2, in the event you fail to give Company
the Termination Notice within said thirty (30) day period with respect to the
last Album to be Delivered in fulfillment of your Recording Commitment in any
Contract Period, you may at any time thereafter notify Company that the
applicable Contract Period will end on the date four (4) months from the date of
the notice (but in no event earlier than one (1) year from the commencement of
the Period), and Company will have through the last day of the Contract Period
to exercise its Option (if any) for the next Option Period. Your only remedy for
failure by Company to release an Album will be as described in this paragraph.
If you fail to give Company the Termination Notice within the period specified,
your right to terminate as to that Album will lapse.
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11. Accountings:
    (a) Accountings and royalty statements due within ninety (90) days after the
end of each semi-annual accounting period. PSR shall hold reasonable reserves
for Record sales.
    (b) Royalties for sales ex-U.S. shall be computed in the same currency as
PSR is accounted to when payment is received in the U.S., subject to the
deduction of any taxes pursuant to country requirements. If PSR does not receive
payment in the U.S., PSR may deposit monies in applicable country on Artist's
behalf.
    (c) All statements are binding on Artist unless Artist objects within three
(3) years after the statement due date. Artist may only audit PSR's books and
records for the four (4) accounting periods prior to such audit, and only once
for each statement. Audits shall be conducted by a certified public account at
PSR's offices where books and records are kept, during PSR's normal business
hours upon prior notice to PSR. Artist may only bring an action on a statement
within three (3) years after the statement is due, and the court will have no
authority to consider any issues or relief other than the amount of royalties
due to Artist. Artist hereby authorizes PSR to withhold any and all taxes and
other payments required by law. No Advance or payments shall be made hereunder
until Artist has submitted to PSR a standard w-9 IRS form.
12. Warranties and Representations
    (a) Artist is authorized and able to enter into, and fully perform its
obligations under this agreement and is a corporation duly organized and
existing under the laws of the state of Florida. Artist either owns or controls,
without limitations, restrictions or encumbrances whatsoever, all rights granted
or purported to be granted to PSR hereunder. PSR will own, possess and enjoy
such rights without any hindrance on the part of any Person. Artist has no
knowledge of any claim or purported claim which would interfere with PSR's
rights or create any liability on the part of PSR.
    (b) Artist shall be solely responsible for, and pay, Artist, producers and
all other Persons entitled to receive payments or royalties in connection with
the exploitation of the Masters and the rights granted to PSR, and the royalties
herein include all such payments. All Masters shall be produced in accordance
with all union and guild rules and regulations.
    (c) Artist agrees to and does hereby indemnify, save and hold PSR harmless
of and from any and all liability, loss, damage, cost or expense (including
attorneys' fees) arising out of or connection with any breach or alleged breach
of this agreement or any claim which is inconsistent with any of the warranties
or representations made by Artist in this agreement, and agrees to reimburse PSR
on demand for any payment made or incurred by PSR with respect to any of the
foregoing. Pending final determination of any claim involving such alleged
breach or failure, PSR may withhold sums due Artist hereunder.
13. Miscellaneous:
    (a) This writing sets forth the entire understanding between the parties and
no modification, amendment or waiver shall bind PSR unless confirmed in writing
by the President of PSR. This agreement will be binding on us through and until
execution of a long form agreement incorporating the points herein, if any. The
long form agreement shall also contain all other of PSR's standard requirements
for artist recording agreements. Capitalized terms not defined herein shall have
their meanings set forth on Annex I, or PSR's current standard long form
recording agreement. PSR may assign this agreement or any of its rights
hereunder.
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    (b) This agreement is entered into in the State of Florida and shall be
construed in accordance with the laws of Florida applicable to contracts to be
wholly performed therein. The parties agree that any controversy arising
hereunder shall be adjudicated under the jurisdiction of a competent court
within the County of Miami-Dade. The validity or unenforceability of any
provision shall not affect the validity or enforceability of any other
provision.
    (c) It is recognized that Artist's services are of special, unique, unusual,
extraordinary and intellectual character involving skill of the highest order
which gives them a peculiar value, the loss of which cannot be reasonably or
adequately compensated for by damages in an action at law. Inasmuch as any
breach of this agreement with respect to such services would cause PSR
irreparable damage, PSR shall be entitled to injunctive and other equitable
relief, in addition to whatever legal remedies are available to PSR, to prevent
or cure any such breach or threatened breach.
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        Please indicate your accordance by signing below and when countersigned
by PSR's authorized signatories the foregoing shall serve as our binding and
operating agreement unless and until any such more formal agreement is executed,
if any.
                                        Best regards,
                                        Pop Starz Records
                                        By: /s/_____________________
                                                 Marlene Cassidy, Esq.
                                                 President
                                        By: /s/_____________________
                                                 Adam Wasserman
                                                 CFO
AGREED TO AND ACCEPTED:
By: /s/_____________________
          Janice Hayes Tierney
          Grantor
INDUCEMENT:
In order to induce PSR to enter into the above agreement with Grantor and in
consideration of the execution thereof by PSR, Grantor and Artist guarantee the
performance of Artist's obligations under the above agreement, as well as all
representations, warranties and other covenants contained in the above
agreement. Artist further represents and warrants that Artist is free to enter
into the above agreement, and that Artist shall render the services required to
be furnished by Artist to PSR.
By: /s/____________________
         Morgan Nicole Hayes
         Artist
         DOB: 12/29/90
PARENTAL GUARANTEE:
The undersigned, Janice Hayes Tierney, hereby certifies warrants and represents
that she is the mother and appointed sole custodian and guardian ("Sole
Custodian") of Morgan Nicole Hayes, a minor and she guarantees the performance
of the minor hereunder. Further she agrees that should PSR seek the removal of
the disability of non-age of the minor pursuant to Florida Statute 743.08,09
that Sole Custodian will sign such documents as may be required to obtain same.
Sole Custodian agrees to and does hereby indemnify, save and hold PSR harmless
of and from any and all reasonable liability, loss, actual out of pocket damage,
cost or expense (including attorneys' fees) arising out of or connection with
any breach or alleged breach of this guarantee or any claim which is
inconsistent with this guarantee made by Sole Custodian, and agrees to reimburse
PSR on demand for any payment made or incurred by PSR with respect to any of the
foregoing. Pending final determination of any claim involving such alleged
breach or failure, PSR may withhold sums due Artist hereunder.
By: /s/____________________
          Janice Hayes Tierney
          Sole Custodian
                                       10
<PAGE>
                                    "ANNEX I"
                                   Definitions
1. "Advance": A prepayment of royalties, recoupable from all royalties. Any and
all monies that are paid directly to Artist or on Artist's behalf, other than
Recording Costs, shall be deemed Advances fully recoupable from all monies
becoming payable by PSR to you under this Agreement. In the event PSR elects to
make any payments for tour support, independent radio promotion, independent
publicity, and/or independent marketing, all such payments shall be deemed
Advances.
2. "Album" or "LP": shall mean a sufficient number of Masters embodying Artist's
performances to comprise one (1) or more Compact Discs, or the equivalent, of
not less than forty-five (45) minutes of playing time and containing at least
ten (10) different Compositions.
3. "Base Price":
        (a) For Records (other than videos), the PPD, as defined herein.
        (b) The Base Price for videos is the PPD.
"Budget Record" shall mean a Record bearing a Published Price to Dealers equal
to no more than two-thirds (2/3) of the Published Price to Dealers in the
country concerned of top-line single-unit Records in the configuration
concerned.
4. "Container Charge": Percentage of Base Price: ten percent (12 1/2%) for vinyl
Albums in a standard sleeve, Long-Play Singles and Singles; fifteen percent
(15%) for a disc Album in a double fold jacket or non-standard sleeve or jacket
or with inserts; twenty percent (20%) for analog; and twenty five percent (25%)
for compact discs (unless PSR applies the dollar-and-cents provisions of
paragraph 6(c)) and any other Record not expressly provided for in this
paragraph
5. "Controlled Composition": Any composition wholly or partly written, composed,
owned or controlled directly or indirectly by Artist, and/or any individual
producer of Master Recordings and/or any Person affiliated with one or more of
the foregoing or in which one or more of the foregoing has a direct or indirect
interest.
6. "Digital Electronic Music Distribution or DEMD": Any transmission to the
consumer, whether sound alone, sound coupled with an image, or sound coupled
with data, in any form, analog or digital, now known or later developed
(including, but not limited to, direct broadcast satellite, point-to-multipoint
satellite, multipoint distribution service, point-to-point distribution service,
cable system, telephone system, and broadcast station) that is transmitted
on-demand or near on-demand, or where a direct or indirect charge is made to
receive the transmission, but excluding the manufacture, distribution and sale
of records.
7. "Master," "Master Recording" or "Recording": Any recording of sound, whether
or not coupled with a visual image, by any method and on any substance or
material, whether now or hereafter known, that is or is intended to be embodied
in or on a Record or DEMD.
8. "Midline Record": shall mean a Record (and any corresponding DEMD) bearing a
Published Price to Dealers equal to more than two-thirds (2/3), but no more than
eighty percent (80%), of the Published Price to Dealers as designated from time
to time by PSR in the country concerned of top-line single-unit Records in the
configuration concerned.
                                       A-1
<PAGE>
9. "Net Sales": sales of Records and all DEMD hereunder paid for and not
returned, less returns (or in the case of DEMD, less DEMD's subject to return)
and credits, after deduction of reserves against anticipated returns and
credits. Net Sales specifically exclude DEMD which (for the purpose of promoting
DEMD or sales of Records hereunder or the Artist's career) is free of charge to
the consumer or which is made available to a consumer on approval or on a
time-out basis (whether or not free of charge) provided that such DEMD shall not
be excluded from Net Sales in the event that the consumer elects to pay for the
DEMD transaction which is on approval.
10. "Other Music Activities": All professional activities of the Artist
connected to the music industry including, without limitation, merchandising,
advertising, sponsorship, endorsements and tie-ins, touring and live
performances and TV appearances.
11. "Other Music Activities Income":
    (a) any and all gross income including salaries, advance fees, royalties,
bonuses, gifts, shares of receipts, stocks and stock options paid to Artists or
to a third party on behalf of Artist in respect of the Other Music Activities in
the Territory;
    (b) any monies recovered by or on behalf of Artist (after payment of costs
and legal expenses) from claims, actions or proceedings arising from any alleged
breach, non performance or infringement by others of any contracts, engagements
or commitments relating to the Other Music Activities;
    (c) after deduction of out of pocket expenses or deductions reasonably
incurred in connection with the Other Music Activities, including without
limitation booking agent commissions, monies payable to third party
co-publishers and co-writers of musical compositions written by Artist and
reimbursement for out of pocket expenses incurred by Artist in connection with
promotional activities.
12. "Person": Any individual, corporation, partnership, association or other
entity, or the legal successors or representative of any of the foregoing.
13. "Published Price to Dealer or PPD": In the case of Records sold by the PSR
itself (as opposed to via its licensees) the dealer price of such Records gross
of discounts (excluding sales taxes and duties) as published from time to time
by the PSR.
    In the case of Records sold by the PSR's licensees:
    (a) where the PSR's licensees account to the PSR on a dealer price basis
such dealer price.
    (b) where the PSR's licensees account to the PSR on a price other than a
dealer price such other price adjusted in accordance with general industry
practice in the country concerned or (if none) in the PSR's reasonable opinion
to correspond with or approximate to the dealer price of the Records concerned.
    Notwithstanding the foregoing:
    (a) in respect of premium Records the Published Price to Dealer shall be
deemed to be the Net Price per Record paid by the premium user. For the purposes
hereof the Net Price shall mean the total price per Record paid by the premium
user less the costs (including packaging costs) incurred by the PSR and/or its
licensees in manufacturing and supplying such Record to the premium user and
less any duties or taxes included in the price;
                                       A-2
<PAGE>
    (b) in respect of Records sold by PSR itself as opposed to its licensees by
way of online ordering or instore compilation, the Published Price to Dealer of
such Records shall be deemed to be the price received by the PSR after deduction
of postage, packaging and any taxes, commissions discounts, rebates, referral
fees or similar charges levied upon the PSR in respect of such sales.
"Record" shall mean all forms of reproduction, now or hereafter known,
manufactured and/or distributed primarily for personal use, home use, school
use, juke box use or use in means of transportation, including but not limited
to sound-alone Recordings, audiovisual Recordings, interactive media (e.g.,
CD-ROM), and DEMD.
14. "Royalty Base": The Base Price less all excise, sales and similar taxes and
less the applicable Container Charges. PSR may change the method it computes
royalties in the U.S. from a retail basis to another basis (the "New Basis") and
royalty rates shall be adjusted so the dollars-and-cents royalty payable for
top-line product as of the date of change will be the same amount payable
immediately prior to such New Basis; for sales other than top-line product, the
adjusted royalty rate shall be reduced pro-rata.
15. "Recording Costs": All amounts representing expenses paid or incurred by
Company in connection with the production of finished Masters under this
Agreement. Recording Costs include, without limitation, all payments to
vocalists, musicians, arrangers, sketchers, conductors, orchestrators,
producers, contractors, mixers, re-mixers, engineers, copyists, and all union
scale payments required to be made to you in connection with your recording
services hereunder, together with payroll taxes thereon, payments used on
payroll to any labor organization or designee thereof, advances and/or fees to
the producer of the Masters (it being understood that no separate fee or advance
shall be payable to you for any producing services in connection with the
Masters), the cost of cartage and rental of instruments for such recording
sessions, studio costs, transportation costs, hotel and approved living expenses
incurred in connection with the preparation and attendance of performers, the
individual producers, musicians and other essential personnel at recording
sessions, tape editing and their similar costs in connection with the production
of the final tape master and the lacquer master, and all other costs generally
and customarily recognized as recording costs in the phonograph industry.
16. "Sales Through Normal Retail Channels": Net Sales other than as described in
paragraphs 6(e)- 6(h) (except that the fact that a Record is a compact disc will
not in and of itself render such a sale not through normal retail channels
provided it meets all other requirements therefor).
17. "Statutory Rate": The minimum statutory compulsory license rate for
compositions of less than five (5) minutes under the U.S. copyright laws in
effect at the time of release any Album herein. In Canada, the prevailing rate
agreed upon by the Canadian recording industry and the Canadian music publishing
industry in effect at the time of release any Album herein but in no event shall
the Canadian Statutory Rate be greater than the U.S. Rate.
18. "USNRC Net Sales": Net Sales through Normal Retail Channels of the
applicable Record sold for distribution in the United States.
                                       A-3
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