CONSIGNMENT CONTRACT

KNOW ALL MEN BY THESE PRESENTS:

This contract is entered into in _______________, Philippines, this

____ day of _____________, 200___ by and between:
______________________, a corporation duly organized and existing
under and by virtue of the laws of the Philippines with principal address
at ________________________, duly represented in this act by its President,
__________________, hereinafter referred to as the CONSIGNOR.

-and-

____________________, a corporation duly organized and existing

under and by virtue of the laws of the Philippines located at
_______________________________________, Ortigas Center, Pasig City, duly
represented by ___________________ hereinafter referred to as the
CONSIGNEE,

WITNESSETH THAT:

WHEREAS, the CONSIGNOR is engaged in the distribution/sales

of independently produced compact discs (CDs), the initial list of which is
specified and described in the attached Annex A.

WHEREAS, the CONSIGNEE is engaged in the retail business of

compact discs (CDs) and other related products.

WHEREAS, the CONSIGNOR desires and offers to consign the said

independently produced compact discs (CDs) to the CONSIGNEE for sale
at its various stores/branches listed in Annex A, and the CONSIGNEE
accepts the consignment of the same, under obligation to hold the same
in trust and to turn over the proceeds to the CONSIGNOR, otherwise to
return the same articles as received.

WHEREAS, the parties herein agree to enter into the

abovementioned fiduciary relationship.

NOW THEREFORE, for and in consideration of the foregoing

premises and of the covenants and stipulations herein below set forth,
the parties hereto mutually agree as follows:
 TERMS AND CONDITIONS

1. EFFECTIVITY

a) This contract shall commence upon the execution hereof and shall
continue to be in full force and effect for a period of twelve (12) months
from date of execution, renewable upon mutual consent of both parties.

b) This agreement may be pre-terminated by either party upon

submission of a written notice of termination to the other party at least
thirty (30) days prior to the desired date of termination.

2. RESPONSIBILITIES / ACCOUNTABILITIES

a) The CONSIGNOR shall supply the CONSIGNEE with the said

independently produced compact discs (CDs), at least five to ten (5-
10) units of each per store/branch.

b) The CONSIGNEE shall make certain that all consigned items are
visible and handled with care.

c) The CONSIGNEE shall ensure that all receiving and sales transactions
are recorded accurately.

d) The CONSIGNEE shall keep an inventory of all sold and on-hand

consigned items. It shall also assist the CONSIGNOR in the monitoring
and replenishment of all consigned items in its
stores/branches.

e) The CONSIGNEE binds itself to provide a suitable space wherein the

CONSIGNOR shall display its consigned products and materials, and
help in the promotion and advertising campaign for the marketing of said
articles (i.e., via the listening station, live acoustic sets, and pipe-in
music; visibility of posters and bins; etc.).

f) The CONSIGNOR shall promptly replenish its stock items and deliver
said items directly to the various stores/branches listed in Annex A.

g) The CONSIGNOR reserves the right to visit the CONSIGNEE's various

stores/branches listed in Annex A to check on sales and monitor the
visibility and proper handling of its consigned items. .

h) The CONSIGNEE will not be held liable for any loss or theft or any
similar instances of the CDs while in the possession of the
CONSIGNEE.
3. MECHANICS

a) The CONSIGNEE shall be entitled to a thirty five percent (35%)

discount distribution commission based on the CONSIGNOR prescribed
selling price as stated in Annex B.

b) The CDs supplied by the CONSIGNOR to the CONSIGNEE shall be

consigned to the latter at the CONSIGNOR prescribed wholesale selling
price as stated in Annex B.

(Note: The Wholesale Selling Price (WSP) is computed as follows.

WSP = Prescribed Selling Price less 35% Discount Distribution
Commission)

c) In the interest of making the consigned items more saleable, the

CONSIGNOR is entitled to change or mark down the consigned items or
sell them at a lower price, and the CONSIGNEE shall immediately be
informed of any said change in the prescribed selling price. Hence, the
CONSIGNEE shall receive a thirty five percent (35%) discount
distribution commission based on the new prescribed selling price.

d) The stores/branches listed in Annex A may be amended, to include or

exclude various stores/branches of the CONSIGNEE, upon the mutual
written agreement of both parties.

e) The CONSIGNOR may add other independently produced compact

discs (CDs) to the initial list specified and described in the attached
Annex A, upon the mutual written agreement of both parties.

4. ACCOUNTING AND TERMS OF PAYMENT

a) On the last week of every month, the CONSIGNOR shall send its duly
authorized representative to the various stores/branches to undertake a
stock inventory of the said independently produced compact discs (CDs).
b) The CONSIGNOR shall then submit to the CONSIGNEE Sales Invoices
based on the inventory conducted. (A separate Sales Invoice shall be
submitted by the CONSIGNOR to the CONSIGNEE per store/branch
with an attached Monthly Billing Summary.)

c) The corresponding monthly payment thereof shall be made by the

CONSIGNEE unto the CONSIGNOR thirty (30) days after receipt of said
sales invoices from the CONSIGNOR. The payment shall be computed by
multiplying the number of units sold by the prescribed selling price as
stated by the CONSIGNOR in Annex B discounted thirty five percent
(35%).
d) Monthly payment shall be consolidated based on said Monthly Billing
Summary.

5. PROHIBITIONS - The CONSIGNEE shall not under any circumstance:

a) Enter into any consignment contract on the same articles received

from the CONSIGNOR with any other store/branch not listed in Annex A
unless otherwise agreed upon in writing by both parties.

b) Move or transfer any article consigned from a store/branch of the

CONSIGNEE to any other store/branch not listed in Annex A without
first securing the written approval of the CONSIGNOR.

c) Sell pirated and/or counterfeit CDs, records, recorded cassettes and

cartridges, particularly those CDs consigned by the CONSIGNOR.

6. BAR CODE

The CONSIGNOR shall pay for the cost of the barcode generated by the
CONSIGNEE at twenty (20) centavos each Philippine currency. The cost
will be automatically deducted from the CONSIGNOR's monthly billing.

7. OBLIGATION UPON THE TERMINATION OF THIS CONTRACT

Notwithstanding termination of this Contract for any reason whatsoever,

the parties are not relieved from any mutual obligations and/or liabilities
which either of them may have incurred in favor of third persons under
the conditions of this Contract during its effectivity.

IN WITNESS WHEREOF, the parties have hereunto set their hands

on the date and place first above written.

CONSIGNOR
CONSIGNEE

SIGNED IN THE PRESENCE OF:

___________________________ ___________________________
 ACKNOWLEDGMENT

Republic of the Philippines }

City of San Fernando, Pampanga }S.S.

BEFORE ME, a Notary Public, personally appeared:

Name CTC No. Place & Date of Issue

personally known to me and/or identified through competent evidence of

identity as the persons who executed, as their free and voluntary act and
deed, the foregoing instrument/ document consisting of ______ pages,
including the page on which this acknowledgement is written. Moreover,
they represented to me that the signatures on the instrument/document
were voluntarily affixed by them for the purpose stated therein; and
declared that if any of them acts in a particular representative capacity,
he has the authority to sign in that capacity.

WITNESS MY HAND AND SEAL, this ____ day of _________, 2006 at

the City of San Fernando, Pampanga.