Exclusive Songwriter Publisher Agreement

COMPOSER / MUSIC PERFORMANCE AGREEMENT

Agreement made as of this Day of , 2000 by and between , INC. (“Producer”) and (“Composer”).

The parties agree as follows:

1. ENGAGEMENT : Producer hereby engages Composer and Composer hereby accepts such engagement to compose and perform live improvisational keyboard music orchestrated for a television program series entitled “” (the “Program”). Each program episode will be thirty minutes (:30) in length and the composer shall perform music live and in sequence with the live, improvisational comedic acting.

2. TERM: (a) This Agreement shall commence on the date hereof and shall continue unless sooner terminated, until , 2000. During this time period it is contemplated that Composer shall provide composer and musical services during seventeen (17) recording sessions, producing thirty-four (34), thirty-minute (:30) episodes.

(b) Producer and Composer shall have the right to terminate this Agreement effective at any time giving the respective party not fewer then three (3) weeks prior notice.

3. GRANT OF RIGHTS : Composer grants to Producer the sole and exclusive right in the improvisational music composed and performed and for all uses connected with the exploitation of the Program. Such rights include:

(a) The right to use, include, broadcast, and record the musical compositions in whole or in part in the Program, in any manner that Producer may deem proper.

(b) The right to paraphrase, arrange, rearrange, add to, subtract from and further orchestrate the musical compositions, in whole or in part.

(c) The right to interpolate the musical compositions with other music and lyrics written by Composer or written by persons other than Composer. Such other music will not be represented to have been created by Composer.

(d) Other than the rights granted herein, all other copyrights in the musical compositions shall belong to Composer.

4. COMPENSATION . In full consideration of the services performed by Composer, for all of the rights granted herein, and for all of Composer's representations and warranties given herein, Producer agrees to pay Composer as follows: a salary of $ per day per episode recording session for composition and performance, plus 50% of said episode rate upon first and all subsequent reruns of each episode with original composition in all markets composite. Included in Composer’s compensation shall be the obligation to attend a maximum of four (4) hours of rehearsal time in preparation of each episode taping. Composer will be responsible for paying all federal, state and local taxes, withholdings and insurance, and Composer agrees that he/she is performing services hereunder as an independent contractor. The above residual rate only applies to original music composition and performances that has been actually aired in the Broadcast medium. If the music is edited out or omitted from broadcast the residual rate will not apply.

5. WARRANTIES AND REPRESENTATIONS: Composer warrants and represents:

(a) if Composer has engaged another party or parties to collaborate in the writing of music, lyrics or other material hereunder, Composer will compensate such collaborator and obtain from the collaborator all rights granted to Producer hereunder.

(b) Composer is free to enter into this Agreement and perform all of Composers services hereunder.

(c) Composer has the full right and authority to enter into this Agreement and to make the grant of rights herein contained.

(d) Composer has not done any act which will impair the rights conveyed hereunder or interfere with the use and enjoyment of the Score and Soundtrack by Producer as permitted hereunder.

(e) The improvisational composition will not be taken from or based upon any other musical works and does not infringe the copyright or any other rights of any person, firm or corporation and that Producer's use of the composition hereunder will be free and clear of any claims of third parties for any further compensation.

6. INDEMNIFICATION : Composer will indemnify and hold Producer harmless from and against any and all claims, damages, liabilities, costs and expenses, including legal fees, which Producer may suffer or incur by reason of Composer's breach of any of his/her warranties, representations and agreements contained in this Agreement.

7. NAME AND LIKENESS : Composer hereby grants to Producer the right to use and publish, and to permit others to use and publish, Composer's name, likeness and biographical material about Composer for purposes of advertising the Program and Composer's contributions thereto.

8. CREDIT : Composer will receive a credit on the screen in all positive prints of the Program on a separate single frame as follows:

“Music by ”

The size, placement and prominence of the credit shall be at Producer's discretion.

9. ASSIGNMENT : (a) Producer has the right to assign this Agreement or any part thereof, and to sell, assign, transfer, license or otherwise dispose of any or all of the rights granted to Producer hereunder.

(b) Composer's services hereunder are of a unique and extraordinary character and may not assigned by Composer.

10. GENERAL : This Agreement sets forth the entire understanding between Producer and Composer with respect to the subject matter hereof, and no modifications, amendments, waivers, terminations or discharges of this Agreement will be binding upon either party unless confirmed in a written instrument executed by both parties hereto.

No waiver of any provision of, or default under, this Agreement will affect the rights of the parties to this agreement to thereafter enforce such provision or to exercise any right or remedy hereunder.

This Agreement, its validity, constructions and effect will be governed by the law of the State of New Jersey applicable to agreements executed and to be wholly performed with such state, and such state is designated as the jurisdiction and venue for the resolution of any disputes that may arise hereunder.

All notices and payments to be made hereunder will be given or made to the parties at their respective addresses at the head of this Agreement.

The parties acknowledge their agreement to be bound by the terms of this document by signing as indicated below.