MANAGEMENT AGREEMENT

This agreement made and entered into at ___________(date), by and

between:

COMPANY:

(hereinafter referred to as “Company”)

-and-

ARTIST:

Professionally known as

(hereinafter jointly and severally referred to as “Artist”)

DATE:

WITNESSETH

Whereas, Artist has conducted interviews with and investigations of

various personal managers and advisors who render guidance and counsel
concerning Artist’s career in the entertainment industry and, as a result of such
interviews and investigations , is desirous of retaining the services of Company to
provide such services in accordance with the terms and conditions hereinafter
set forth.

Now, Therefore, based upon the premises and the mutual warranties,
representations, covenants and agreements hereinbefore and hereinafter set
forth, the parties hereby agree as follows;

1. APPOINTMENT

(a) Artist hereby engages and appoints Company as Artist’s exclusive

personal manager and advisor throughout the world for the Term of
 this Agreement in and with respect to all phases of the Entertainment
Industry, as hereinafter defined. Company hereby accepts such
appointment and agrees to act as Artist’s personal manager and
advisor, subject to the limitation, terms and conditions set forth within
this Agreement. During the Term hereof (as same may be extended
or renewed) artist shall not engage any other representative, personal
manager, business manager, attorney, or other entity to render the
same or similar services as Company is to render hereunder.
(b) As used herein, the term “Entertainment Industry” shall include, but
shall not be limited to, Artist’s activities in such fields of endeavor as
phonograph records, audio-visual works and tapes (including but not
limited to services rendered as recording artist, featured or
background vocalist, “sideman”, musician, narrator, and/or producer),
transcriptions, musical and/or dramatic performances, personal
appearances, singing, radio and television, motion pictures, music,
concerts, theatrical engagements, radio and television commercials,
commercial merchandising endorsements and tie-ins and for all other
media for which Artist may become qualified, and the sale, lease or
other disposition of musical, literary, dramatic, or other artistic material
which Artist may create, compose, write, or collaborate upon, in whole
or in part, and any act, unit or package show of which Artist may be
the owner or part owner, either directly or indirectly, and all other areas
of endeavor or enterprise which are customarily considered as
relating, directly or indirectly to the entertainment and leisure industry

2. Company’s Duties

Company agrees to more specifically define its appointment, to confer and

counsel, advise and guide the Artist in matters concerning the conduct and
promotion of the Artist’s professional career within the Entertainment Industry.
Artist agrees that it will bring to Company’s attention to the Artist’s involvement in
the Entertainment Industry. Company agrees to perform the following functions
during the Term hereof, as shall be reasonably requested by Artist.
(a) counsel, assist and supervise Artist in the development of a
professional act;
(b) Counsel, assist and supervise Artist in the selection,
procurement and development of material which Artist shall
perform, to include Company’s advising Artist in the selection of
arrangers, conductors, musical directors, choreographers,
lighting engineers and all professional and technical personnel
which Artist shall require and which Artist shall be able to
practically and financially afford and maintain;
(c) Counsel, assist and supervise Artist to exploit, publicize and
promote Artist and those services within the Entertainment
Industry which Artist is capable of performing; and preparing,
 maintaining and reviewing for the Artist budgets developed in
connection therewith;
(d) Counsel, assist and supervise Artist in connection with the
selection of a booking or theatrical employment agent, public
relations firm (s), accountant (s), business manager (s), and
others who shall render personal and business services for
Artist; review with Artist the terms and conditions of any
proposed engagements; the value of such engagements in the
development of Artist’s career; and review with Artist all venues,
routing, and all other matters relative to Artist’s affairs and
interests in the Entertainment Industry. The commissions and/or
fees payable to any and all of such entities shall be paid by
Artist and shall not be paid by Company from any portion of
commissions which are payable to Company hereunder;
(e) Assist Artist to obtain the interest of a nationally distributed
record company and/or record producer, and others within the
Entertainment Industry, so that Artist’s performances may be
fixed in those media for which they are compatible;
(f) To Act as Artist’s representative in the negotiation of any
offered opportunities for employment, and to fix the terms
governing all manner of disposition, use, employment or
exploitation of Artist’s talents, services and properties;
(g) To obtain legal services generally, usually, and reasonably
contemplated to be required by Artist in its career and business
within the Entertainment Industry. These reasonable legal
services will be made available to Artist without cost to Artist.
(h) Generally to perform all acts which are normally performed by a
personal manager in the Entertainment Industry which acts will
advance and promote the Artist’s best interests and career,
and, generally, to promote the Artist’s profit, benefit and
advantage.

3. AVAILABILITY

In order to further Artist’s career in the Entertainment Industry, company

shall use its best efforts when rendering services for Artist and on Artist’s behalf
during the term of this Agreement, as such services are from time to time
reasonably required hereunder. Company is not, however, required to render its
exclusive services to Artist or to devote its entire time or the entire time of any
one or more of Company’s employees to Artist and/or Artist’s affairs. Nothing
herein shall be construed as limiting Company’s right to represent other persons
whose talents may be similar to Artist’s, or who may be in competition with Artist,
or to have and pursue business interest which may be similar to or may compete
with those of Artist. Company shall not be required to cause any employees to
travel or to meet with Artist other than at Artist’s specified request. All such
meetings shall be subject to Company or Company’s employee’s reasonable
availability and Artist’s prior approval of the amount and manner of payment of
expenses, which Company is to incur in connection with the rendering of that
service. Nevertheless, company shall be available at reasonable times and
places upon reasonable notice for meetings to be conducted in the Company’s
base home metropolitan area.

4. TERM

(a) Company shall have eighteen (18) months to obtain a recording

contract for Artist. If no recording contract is obtained during this
period, the Artist has the right to terminate this Agreement
(b) The term of this Agreement (the “Term”) shall commence as of the
date hereof and continue for a period of three (3) years, or the
length of Artist’s recording contract, whichever is greater.

5. Artist hereby acknowledges and appoints Company as Artist’s agent

and attorney-in-fact to do everything for and on Artist’s behalf,
consistent with the duties that Company is to perform hereunder
relating to the Entertainment Industry, which Artist could legally do on
Artist’s behalf and which is permissible as a matter of law to authorize
and empower an agent or attorney-in-fact to do. However, this Power
of Attorney can only be exercised by Company if Artist is not in
detention and only after Company advised Artist of its intention to
exercise such Power of Attorney. This Power of Attorney is coupled
with an interest. This general power includes, but is not limited to the
following:

(a) To engage, discharge and direct Artist's relations with public

relations firms and representatives, accountants, and other persons, firms and
corporations in connection with the business, and financial affairs concerning
Artist and his career;

(b) To execute for Artist and in Artist's name, and on Artist's behalf,
any and all agreements, documents and contracts for the Artist's services,
talents, artistic and literary creations, regardless of whether procured by
theatrical employment agencies, booking agents, by Company, by Artist or by
any other source whatsoever, except that company may not exercise such right
with respect to agreements, documents and contracts with business entities
owned or controlled by company, in whole or in part, unless the terms of any
such agreement executed by Artist expressly permits company (or such
commonly controlled business entity) to exercise such right;

(c) To approve and permit the use of Artist's name, photograph,

likeness, voice, sound effects, caricature and the like for purposes of advertising
and publicity, including commercial tie-ins involving Artist and the promotion and
advertising of any and all products or services;

(d) To audit and examine books and records of parties with whom
Artist has contractual or other arrangements should company feel such audits
and examinations to be reasonably necessary or purposeful;

(e) To collect and receive all Gross compensation payable to Artist or

on Artist's behalf, to endorse Artist's name on instruments of payment, to deposit
or cash any and all checks or other instruments made payable to Artist, and to
retain all sums due and owing to company from sums so collected;

(f) To perform such other acts pertaining to Artist's career in the

Entertainment Industry as may be reasonably necessary or proper in the
performance of those functions for which company has been retained hereunder.
The foregoing authority and agency granted herein is coupled with an interest
and shall be irrevocable during the Term of this Agreement, and any renewals or
extensions hereof Artist hereby ratifies and confirms all lawful acts and conduct
which company shall engage in under and pursuant to same. IT is expressly
understood that in addition to the foregoing restrictions as to c~~panyt5 exercise
of the power of-attorney and agency, the rights granted in this paragraph are
limited for exercise to matters reasonably related to Artist’s career in the
Entertainment Industry

6. COMPENSATIQN OF COMPANY.

(a) As consideration to company hereunder, Artist agrees to pay to

company TWENTY percent (20%) of all of Artists Gross compensation.

(b) It is agreed that company shall not receive compensation from

Artist with respect to any and all live performance engagements which Artist had
already secured at the time of the execution of this Agreement.

7, DEFINITION OF GRO$S COMPENSATION.

(a) For the purposes of this Agreement, the term "Gross

compensation" shall mean all sums of money or other emoluments and
consideration derived by Artist, directly or indirectly, from the Entertainment
Industry, including but not limited to salaries, earnings, bonuses, royalties,
advances against royalties, proceeds of sales, leases or licenses, shares of
stock, equity positions, and income participation positions received by Artist,
directly or indirectly, from any of Artist's activities, directly or indirectly: (i) as
an instrumentalist, vocalist, musical group, musical conductor, arranger, actor,
master of ceremonies, radio or television performer, records and recording artist,
audio-visual works, announcer, narrator, lyricist, composer, adapter,
translator, television packager, designer, cameraman, choreographer, music
director, technician, director, producer, supervisor, executive, or consultant; (ii)
as stockholder or owner of any other kind of propriety interest in a publishing
company, production company, distribution company or other entertainment
company, or whether from the rendition of the Artist's services or from the sale or
other disposition of literary, dramatic or musical properties or packaged radio or
television; and (iii) including as a result of any termination of any agreement
entered into by Artist for which company would otherwise be entitled to receive
compensation, or in connection with the settlement of any such contract(s) or
litigation arising therefrom, or as a result of litigation involving any such activities
which would otherwise be commissionable hereunder or as a result of Artist's
being excused from the~ payment of an obligation (whether liquidated or
unliquidated and/or disputed or undisputed). Specifically excluded from Gross
compensation, are any funds received by Artist from any performing rights
collection agency such as BMI or ASCAP.

(b) In the event that Artist receives, as all or part of its Gross
Compensation, stock or the right to buy stock in any corporation or entity, or if
Artist becomes or has the right to become a proprietor, stockholder, partner, joint
venture or otherwise in any property, then company's percentage commission
hereunder shall apply to Artist's said stock, right to buy stock, individual
proprietorship, partnership, joint venture or other form of interest but company
shall be prohibited from commissioning Artist's share of any income derived from
such equity or income positions if company itself has a direct equity or income
position therein as a result of originally commissioning such interest when it is
originally granted to Artist.

(c) company shall be entitled to its compensation computed upon

Artist's Gross compensation earned in respect of any of the following:

(i) Gross Compensation which is earned under any agreement

or arrangement entered into, consummated or substantially negotiated during the
Term hereof regardless of whether Artist's services are to be rendered, or Artist's
intellectual and other properties, are to be exploited during or after the Term and
regardless of whether such Gross compensation is paid or received during or
after the Term, including but not limited to Gross Compensation received under
publishing agreements and mechanical licensing agreements entered into,
consummated or substantially negotiated during the Term hereof; and

(ii) Gross compensation which is earned by virtue of any

agreement or arrangement referred to in (i) above and which is modified,
renewed, added to, extended or substituted for during the Term or after the Term
regardless of whether such Gross Compensation is paid or received during or
after the Term by virtue of the original agreement or arrangement or any such
modification, renewals, addition, extension or renegotiated substitution to or for
each original agreement or arrangement.
8. PAYMENT OF GROSS COMPENSATION DISBURSEMENTS.

(a) Artist agrees that company shall have the sole and exclusive right
to receive any and all Gross Compensation earned by Artist in respect of which
company is entitled to compensation hereunder. In the event that any or all
portions of such Gross Compensation are paid to Artist, directly or indirectly, then
Artist shall deliver over to Company such Gross compensation in precisely the
form and amount so paid to Artist. Artist agrees that it shall, if requested by
Company, execute written assignments of Artist's Gross compensation in favor of
company to enable Company to secure the benefit of the terms and provisions of
this Agreement, and to ensure that company shall receive the shares of Gross
Compensation to which it is entitled hereunder. If Artist fails to execute such an
assignment as and when requested by company, Artist hereby authorizes
company to execute such an assignment on Artist's behalf, to deliver same
where Company in its discretion deems appropriate, and to collect thereon with
the same force and effect as though signed by Artist, in person, and to demand
that the management of the theatre, venue or other source of Artist's Gross
Compensation remit sums due Artist to company, in which event this instrument
or a photo static copy thereof shall be authorization for the management of such
entity or facility to make such payment.
(b) Company shall render statements to Artist with respect to amounts
to which Artist is entitled from the Gross compensation received on Artist's
behalf. Company shall have the right deduct from Artist's share of Gross
compensation those amounts to which company is entitled under this Agreement,
including all expenses which company shall properly incur on Artist's behalf in
accordance with the terms of this Agreement and particularly paragraph 9 hereof.
Statements shall be prepared and rendered to Artist on or before the thirtieth
(30th) day of the first month following each such calendar quarter in respect of
Gross Compensation which shall have been received on Artist's behalf, directly
or indirectly during the immediately preceding calendar quarter. Such statements
shall set forth in reasonable detail and specificity the source of Gross
compensation, deductions and disbursements therefrom, expenses which
Company shall have incurred and which are properly payable to company, and
other pertinent information relating to such Gross Compensation.

(c) Each party shall have right to examine, audit, and take copies and
extracts of any and all books and records maintained by the other party, provided
that same relates to the subject matter of this Agreement. Any such examination
shall take place upon reasonable notice to the party whose books and records
are to be examined, at the offices of such party where such books and are
customarily maintained, and at the sole cost and expense of the examining party.
Statements rendered by Company hereunder shall be deemed conclusive and
shall be an account stated, and be subject to no further objection unless written
notice setting forth the basis of such objection with reasonable specificity, has
been received by company within ONE ( 1 ) years of the date upon which same
were rendered.

Artist acknowledges that company is not required to make any loans to

Artist, or to pay any advances or other sums to Artist or on Artist's account, or to
expend any monies on Artist's behalf. Artist shall be solely responsible for
payment of all booking agency fees, union dues, publicity costs, promotion or
exploitation costs, traveling expenses, wardrobe expenses, and all other
expenses of any and all kinds relating to Artist's career. In the event that
company advances to Artist or on Artist's behalf any fees, expenses, loans, costs
or other monies, or if company incurs any other reasonable expenses in
connection with Artist's career or interests in the Entertainment Industry
(including travel and lodging with Artist in connection with Artist's professional
engagements), then such amounts shall be a direct debt from Artist to Company
and shall be repayable upon demand. In this connection, Artist hereby authorizes
and empowers company to, among any other remedies available to company;
deduct the amounts of any such payments from any and all shares of Gross
compensation to which artist shall be entitled hereunder.

10. WARRANTIES AND REPRESENTATIONS.

Each of the parties hereto hereby warrants and represents that:

(a) It is under no disability, restriction or prohibition with respect to its

right to execute this Agreement and to perform all terms and conditions required
of it in this Agreement, and to grant the rights herein granted or to undertake the
obligations and responsibilities hereunder assumed.

(b) No agreement, act or omission on its part will violate any right or
interest of any person or firm, nor shall same subject the other to any liability or
claim of liability.

(c) (i) It shall indemnify and hold the other party, and the employees,
servants, agents, legal representatives and affiliated companies (all such entities
hereinafter referred to as "the indemnities") harmless of and from any damages,
costs, expenses, fees (including reasonable attorneys' fees and disbursements)
incurred by the indemnities in any claim, suit or proceeding instituted against the
indemnities arising out of any breach or claimed breach by any party of any
warranty, representation or covenant which the indemnitor has made herein, and
which results in a final, non-appealable judgment by a court of competent
jurisdiction, or is settled with the consent of the indemnitor, such consent not be
unreasonably withheld.

(ii) The indemnitee shall be reimbursed by the indemnitor on demand for any
payment made by it with respect to any liability or claim to which the foregoing
indemnity applies provided that the indemnitee has given to the indemnitor
prompt notice of any claim to which such indemnity relates and provided further
that the indemnitor shall have the right, at its own expense, to participate in the
defense thereof with counsel of its own choice, at its own expense

(d) Artist further warrants and represents that:

(i) Artist shall perform all engagements within the Entertainment

Industry to the best of Artists ability and in accordance with standards of
performance of first class professional entertainers

(ii) (a) Artist represents and warrants that for so long as this
Agreement shall be in effect, Artist will perform together as a musical group If
any individual comprising Artist refuses, neglects or fails to perform together with
the other individuals comprising Artist in fulfillment of the obligations agreed to be
performed under this Agreement, or leaves the group, Artist shall give company
prompt written notice hereof Hereinafter, any member of Artist who leaves the
group or no longer performs with the group shall be referred to herein as a
"Leaving Member" company shall have the right to, within ninety (90) days of
receipt of Artist's notice:

A. To continue with the services of any Leaving Member pursuant

to paragraph 10 (d) (ii) (c) below

B. To terminate the term of this Agreement with respect to the

remaining members of Artist whether or not company has exercised its right to
continue with the services of a leaving member.

C. To treat all members of Artist as Leaving Members, and have

right to exercise its rights with respect to each in accordance with this section,

(ii) (b) A leaving member shall not:

A. Enter into an agreement with another manager, business

manager, etc, who will perform the services rendered by company unless and
until Company refuses or declines to enter into an agreement with the leaving
member to continue with its services hereunder,

B. Use the professional name of Artist in any commercial,

artistic or other endeavor,

(ii) (c) In addition to the foregoing, Company shall have and

Artist specifically warrants and represents that it grants to Company an
irrevocable option for the individual and exclusive services of each leaving
member and each remaining member, In the event Company exercises its
option, such leaving member and such remaining member shall be deemed to
have entered into an agreement with Company with respect to the leaving
member and remaining member engaging and appointing Company as the
leaving member's and remaining member's exclusive personal manager and
advisor throughout the world for a term of _________ ( ) years.

11 WITHHOLDING OF MONIES.

(a) During the pendency of any claim based on an inconsistency

with any of the warranties, representations, covenants and agreements made by
Artist to which the foregoing indemnity relates, Company (on behalf of itself and
those claiming rights through it) shall have the right to withhold the Artist's share
of Artist's Gross Compensation hereunder in an amount which shall bear a
reasonable relationship to the maximum exposure of the Company (and those
claiming rights through exposure of the Company) by virtue of those claims. In
the event that the Artist shall unreasonably withhold its consent to settle any such
claim, or if litigation results from that claim and Company desires to settle such
claim upon the advice of counsel, Company shall be authorized to do so as
though the Artist had consented to such settlement unless Artist shall secure a
bond in form and amount acceptable to Company from a source acceptable to
the Company within fourteen (14) business days of the receipt by the Artist of
notice of Manager's desire to settle such claim,

(b) In the event Artist sees to terminate this Agreement as a result of

an alleged breach by Company of the material obligations hereof, Artists shall be
required to commence an action in the Courts of the State of Florida for a
declaratory judgment or an action for breach of contract relieving Artist of his
obligations hereunder and terminating Company's right to receive income
hereunder. During the pendency of that action, Artist shall deposit or cause to be
deposited with the appropriate court having jurisdiction thereof any compensation
and expenses then due or becoming due to Company and not received by
Company. It is expressly agreed and understood that unless such action is
commenced by Artist, Artist shall have no right to withhold or seek to have
withheld Company's compensation or other payments due hereunder. This
provision shall survive the Term of this Agreement.

12.

Artist shall not perform any of the following acts during the Term without
having discussed same with Company and having received Company's consent
therefor: (a) appearing or performing, directly or indirectly, for any party for the
purposes of rendering services of any kind, nature or description in the
Entertainment Industry; (b) negotiating, accepting or entering into any
agreement concerning Artist's career or activities within the Entertainment
Industry; or (c) engaging, directing and/or discharging Artist's relations with
theatrical employment agencies or other persons, firms and corporations in
connection with any facet of Artist's business and career in the Entertainment
Industry (with the exception of accountants),

13. MISCELLANEOUS PROVISIONS.

(a) During the Term of this Agreement and any extension or renewals
hereof, Company shall not be deemed employed by Artist nor is Company
obligated to procure or provide Artist with engagements, offers or promises of
information as to where engagements and/or employment may be procured. It is
acknowledged that Company is not an employment agent, theatrical agent or
"licensed artist manager" as that latter term is defined in the State of California,
The Company may nevertheless negotiate or otherwise represent the Artist with
theatrical booking agents or other persons for the purpose of obtaining such
bookings of engagements,

(b) If, during the Term, Artist shall create a corporation or other
business entity which acquires the right to make available the Artist's services
within the Entertainment Industry, or any portion of the Entertainment Industry,
then Artist shall insure that said business entity shall enter into an agreement
identical to this Agreement for the remaining balance of the Term hereof so that
the creation of said business entity does not dilute or reduce the rights available
to Company hereunder. In such event, Company shall have the right to compute
its compensation hereunder upon the gross compensation of said corporation or
other business entity or upon the salary which said corporation or business entity
pays to Artist,

(c) Artist agrees that Company may publicly represent itself as Artist's
manager and advisor. In that capacity, and otherwise, within the scope of this
Agreement, Company shall have the right, subject to the terms and provisions
hereof, to use Artist's name, likeness, facsimile signature, and biographical data
in a manner consistent with such fact,

(d) No expiration of the Term of this Agreement for reasons of any kind
shall have any effect whatsoever with respect to the rights which shall have
theretofore accrued in company's favor, including Company's right to receive
compensation following the expiration of the Term, as such right is set forth in
this Agreement, No termination of the Term of this Agreement for reasons of any
kind (other than an act of fraud by Company) shall have any effect whatsoever
with respect to the rights which shall have theretofore accrued in Company's
favor, including Company's right to receive compensation following the expiration
of the Term, as such right is set forth in this Agreement.
 (e) Artist shall not, during the Term hereof, sell, assign, convey, pledge
or otherwise dispose of or encumber any property rights in Artist, Artist's creative
properties, Artist's trade or professional name, or any of Artist's assets, whether
physical, intangible or intellectual which relate to the Entertainment Industry,
including by stock interest, wage assignment, partnership, percentage
participation or otherwise, without Company's prior written consent, which
consent shall not be unreasonably withheld,

(f) Artist acknowledges that Artist's performance hereunder and the

rights and privileges granted under the terms hereof are special, unique, unusual
and extraordinary in nature and character which gives them a peculiar value, the
loss of which is not reasonably or adequately compensable in an action at law,

14. BREACH AND CURE.

(a) If Company has materially breached this Agreement, Artist shall

deliver to Company by registered or certified mail, return receipt requested, a
written notice specifying all such breach(es) and Company shall have a period of
thirty (30) days following Company's receipt of such notice to cure such
breach(es). Such alleged breach(es) shall not be grounds for instituting
proceedings, actions or claims for damages or termination of this Agreement
unless company shall have filed to commence to cure such alleged breach(es)
during such thirty (30) day period.

(b) If Company's failure to act, or delay in acting, is due in any way to a

circumstance or condition outside of Company's control including, but no limited
to, fire, storm, earthquake, explosion, accident, illness, act of God, acts, rules,
requlations, orders or directives of any national government or agency thereof,
orders or directives of any provincial or local government or agency thereof, or
the order of any court of competent jurisdiction, same shall not be grounds for
terminating this Agreement unless such circumstances or condition renders
Company unable to perform hereunder for a period in excess of six (6)
consecutive months and substantially all others similarly situated within the
Entertainment Industry are not similarly affected.

15.

In the event that Artist becomes disabled or sick or otherwise unable to

perform professionally within the Entertainment Industry, or if the Artist refuses to
perform, or if the artist repudiates, breaches or threatens to breach any part of
this Agreement, Company shall have the right to declare a suspension of the
Term of this Agreement by sending notice in writing to Artist. Such suspension
shall continue until Artist notifies Company that Artist is prepared to perform
professional services within the Entertainment Industry and actually does perform
same and honors the terms and provisions of this Agreement, In the event of
such suspension, the period of suspension shall be equal in duration to the
period during which the Artist has been disabled, sick or has refused to so
perform. In lieu of suspending the running of the Term, Company shall have the
right to terminate the term by so notifying the Artist.

16.

All notices, statements, payments and other materials required to be

served by one party to another hereunder shall be sent, unless otherwise
specified, by certified mail, return receipt requested, with postage prepaid by the
sender, and addressed to the other party at that address first set forth
hereinabove, and the date of receipt thereof shall be deemed to be the earlier of
(i) three (3) days following the mailing thereof, or (ii) the date shown on the return
receipt as being the date received, Copies of all notices and service of process
(in accordance with subparagraph 17(e) below which Artist shall forward to
Company shall also be sent to _______________________________________
Copies of all notices and service of process in accordance with
subparagraph 17(e) below) which Company shall forward to Artist shall be sent
to Artist at the address first above written,

17.

(a) (i) If the "Artist" is comprised of more than one (1) individual, then
this Agreement shall relate to each of such individuals jointly and severally. A
breach by one such individual may be construed by Company as a breach by all
such individuals, If any individual comprising "Artist" shall cease to, neglect to,
refuse to, become unable to or otherwise not perform as a member of Artist, all
individuals comprising "Artist" shall be required to notify Company thereof
promptly after such occurrence, This Agreement shall nevertheless continue to
be applicable to all individuals comprising Artist (including the individual(s)
concerning whom such notice is issued), regardless of whether the Artist
continues to perform as a single artist or whether any or all individuals
comprising "Artist" shall undertake to perform as solo artists or with others, Any
individual ceasing to perform as a member of Artist shall thereafter cease to use
or have any interest in any servicemark(s) (the "Mark") under which the Artist is,
was or will be rendering performances during the Term hereof, and shall not,
following such cessation thereafter refer to himself or permit himself to be
referred to in any connection with the Mark or any servicemark which is
confusingly similar thereto, or by references such as "formerly of the (Mark)" or
by words of similar import.

(ii) If the term "Artist" does not, as of the date hereof, relate to
more than one (1) individual, then to the extent that Artist performs as part of a
group or ensemble then Artist shall, upon Company's written request, use his
best efforts to cause such other group or ensemble members to enter into a
management agreement with Company identical in all respects to this Agreement
for a period of time at least equal to then remaining balance of the Term hereof,
including available Option Years, if any.

(b) This Agreement shall be binding upon the parties, their heirs and
assigns, It is understood and agreed, however, that Artist may not assign this
Agreement, or any shares of income or Gross Compensation to which the Artist
is or will be entitled hereunder, without having first received the written consent of
Company.

(c) In the event that any provision of this Agreement shall for any
reason be illegal or unenforceable, or shall become illegal or unenforceable,
then, in any such event, same shall not affect the validity of the remaining
portions and provisions hereof, No waiver of any breach of or default under any
provision of this Agreement shall be deemed a waiver of such provision or any
subsequent breach or default thereof,

(d) This Agreement is the only Agreement between the parties and
there is no collateral agreement (either oral or written) between the parties
relating to the subject matter hereof, This Agreement can be amended or
modified only by an instrument signed by the party to be charged,

(e) This Agreement shall construed in accordance with the laws of the
State of Florida applicable to agreements to be wholly performed therein. Any
service of process which one party shall desire to serve upon the other may be
served, among other methods, by the mailing thereof by certified or registered
mail, return receipt requested, to the address first set forth above the intended
recipient thereof, or such address as such entity may notify the other from time to
time. A copy of any such service of process shall be sent in the same manner to
Company's or Artist's legal counsel, as may be applicable, at the applicable
addresses set forth in Paragraph 16 above.

(f) Artist acknowledges that Company has advised Artist that this
Agreement is an important legal document, and that Company has instructed
Artist to seek legal counsel from an attorney competent in the Entertainment
Industry prior to executing this Agreement, Artist acknowledges that: (i) Artist
has had ample time and opportunity to do so; (ii) Artist has done so; and (iii)
such attorney has advised Artist as to the content of this Agreement and the legal
consequences of entering into this Agreement.

IN WITNESS WHEREOF the parties have entered into this Agreement

and set their hands to same as of the day and year first above written,

Company