You grant to Kerascene Music a worldwide right on behalf and under the authority of you to: (i) represent you for the purpose of licensing the Recordings through Kerascene Music to third party Digital Distribution Services and (ii) collect, administer, and distribute proceeds from such Digital Distribution Services for uses of the Recordings as authorized by Kerascene Music. The rights granted shall include sale of permanent downloads, temporary downloads, interactive streaming (both tethered and non-tethered) and non-interactive streaming (both promotional and fee based).

2. Recordings (digital distribution)

The Recordings are the sound recordings that you submit to Kerascene Music. Kerascene Music reserves the right to reject any Recordings, artwork or other material you submit. You agree to submit all Recordings and artwork, at your expense, in the formats required by Kerascene Music.

3. Payments (digital distribution)

• (a) Kerascene Music will pay you one hundred percent (100%) of Net Income. Net Income will be posted to your PayPal account quarterly after receipt to Kerascene Music. 

• (b) Net Income means Kerascene Music's actual receipts from providers related to the sale of the Recording. Any objection relating to any accounting statement or any lawsuit arising therefrom must be made no later than one year after the date the statement is rendered, and you hereby waive any longer statute of limitations that may be permitted by law.

• (c) Should you owe any amounts to Kerascene Music as a result of this agreement, Kerascene Music shall have the right to deduct all amounts from any Net Income otherwise then payable to you.

4. Third Party Obligations (digital distribution)

You shall be solely responsible for the payment of any and all of the following: (i) all fees, income, monies, royalties or any other compensation due artists, producers, master recording copyright owners, and all other third persons whose performance is embodied in a master sound recording or is otherwise involved in the creation of the master sound recording that is included in the Recordings; (ii), all mechanical royalties payable to publishers, publishing administrators, writers and co-writers of musical compositions that are included in the Recordings; (iii) all payments that may be required under any collective bargaining agreements applicable to the master sound recordings and musical compositions that comprise the Recordings; and (iv) any other fees, compensation, royalties or other monies due and or payable with respect to the artwork, metadata, trademarks and logos in the Recordings or materials provided by you to Kerascene Music. 

5. Warranties; Representations; Indemnities

You warrant and represent that you have the right and authority to enter into this agreement and to grant to Kerascene Music all rights specified; all of the Recordings, including any sampled third party material embodied therein, artwork, metadata and any other materials furnished by you to Kerascene Music or relating to the Recordings are owned or controlled by you and shall not infringe on the copyrights or other rights of any person or entity; and that Kerascene Music shall have the right to exploit same in all manner hereunder free from adverse claim and without any obligation to make any payment of any nature to any person or entity. You shall defend and indemnify Kerascene Music against any third party claims or expenses and losses resulting from breach, or a claim which if true would constitute a breach of your warranties, including attorneys' fees and litigation expenses. Kerascene Music shall give you prompt notice of any claim and you shall defend Kerascene Music at your expense with counsel approved by Kerascene Music (which approval shall not be unreasonably withheld). If a claim is made Kerascene Music shall have the right to withhold any Net Income otherwise then payable to you hereunder in an amount reasonably related to the claim and potential expenses. Any settlement shall be subject to Kerascene Music's prior written approval.

6. Kerascene Music Fees (digital distribution)

In consideration of the services rendered, you shall pay to Kerascene Music the fees described in the Fee Schedule, which may be amended from time to time by Kerascene Music upon at least thirty (30) days written notice to you.

Fee Schedule

as of April 28, 2006

Annual Fees:

• Kerascene Music Distribution Basic  £34.99

• Kerascene Music Distribution Plus  £49.99

• Kerascene Music Distribution Advantage  £59.99

• In the event customer would like their content removed prior to six months from when it first became available in the digital Internet consumer store(s), £50 (fifty pounds) early termination fee per request per album

• All fees must be paid prior to company delivery of any material to third parties. All fees are non-refundable.

7. Term (digital distribution)

The Term of this agreement shall be for a period of six (6) months commencing on the date hereof. Unless you notify Company via written notice of your desire to terminate the Term thereafter, the Term shall automatically be renewed on a month-to-month basis thereafter. In the event of any such notice of termination, Kerascene Music shall have twenty (20) business days to notify all digital internet consumer stores to remove your Recordings from their sites and applicable services.

8. Confidentiality

The parties acknowledge and agree that in the course  transacting business under this agreement each party may become aware of certain confidential information related to the other's business and business practices. Except to the extent that such information is otherwise generally available to third parties or is required to be divulged by operation of law, the parties agree to keep such information confidential.

9. Other Agreements

You agree that the terms of this agreement shall be subject to any applicable terms and conditions of the agreements Kerascene Music enters into with respect to certain sublicensing agreements with various consumer outlets.

10. Miscellaneous

• (a) Kerascene Music cannot guarantee exploitation of the Recordings, which will depend on consumer preference. This agreement does not create a partnership or joint venture. This agreement constitutes the entire agreement between you and Kerascene Music pertaining to its subject matter and may not be changed, waived, discharged or terminated except in writing signed by you and Kerascene Music.

• (b) Neither party shall be deemed in breach of this agreement unless the other party has given the breaching party notice, and the breaching party has failed to cure such breach within 30 days after receipt of such notice. In no event shall any breach entitle either party to rescind the rights granted hereunder, but rather the aggrieved party shall only be entitled to damages reasonably related to the breach concerned and no penalty shall be awarded to either party.

• (c) This agreement shall be governed by the laws of the State of New York which apply to agreements entered into and wholly performed in the State of New York and the parties hereby grant to the U.S. District Court for the Southern District of New York, or the Supreme Court of the State of New York, New York County, exclusive jurisdiction to hear any disputes arising therefrom.