Altavoz

DISTRIBUTION

CONTRACT

008 Altavoz Distribution NON EXCLUSIVE

DISTRIBUTION CONTRACT

#2008-

1. THIS AGREEMENT DATED _______________ 2008 IS BETWEEN ALTAVOZ INC.(HEREINAFTER REFERRED TO AS "ALTAVOZ"), HAVING ITS PRINCIPAL PLACE OF BUSINESS LOCATED IN ROCKVILLE MD, AND ___________________________________________________________________________________________________ CURRENTLY PROFESSIONALLY KNOWN AS _____________________________________________________________________ (HEREINAFTER REFERRED TO AS "PRODUCERS "), WHOSE ADDRESS IS _________________________________________________________________________________. THE PURPOSE OF THIS AGREEMENT IS TO PROVIDE FOR PRODUCERS 'S DELIVERY TO ALTAVOZ RECORDS OF MASTER RECORDINGS (AS HEREINAFTER DEFINED) TO BE EMBODIED ON AN EP OR LP AND ALTAVOZ'S PROMOTION, RELEASE AND DISTRIBUTION THEREOF.

2. PRODUCERS AGREES TO DELIVER (1) EP/LP MASTER RECORDING (AS HEREINAFTER DEFINED) TO ALTAVOZ IN CDR FORMAT, SAID EP/LP WILL CONSIST OF _________ SONGS. ALTAVOZ WILL MANUFACTURE CD’S AS REQUIRED TO FULLFILL INTERNET AND RETAIL ORDERS FOR THIS PRODUCT. AS AN ALTERNATIVE, AND IN THE EVENT PRODUCERS WILL DELIVER TO ALTAVOZ MANUFACTURED CD’S AND OR CASSETTES PRODUCERS WILL DELIVER AN INITIAL SHIPMENT OF100 Promotional COPIES OF THE RECORDING IN CD FORMAT. (A) THE TERRITORY FOR RELEASE OF THIS RECORDING WILL BE MADE available for purshase by retailers in the Domestic teiteritory of the United states

(B) )"LIMITED DOMESTIC TERRITORY' (HEREIN REFERED TO AS LDT) Current Catalog is focused on SOUTHEAST US ____* WWW______ WITH RESPECT TO LDT THE PRODUCERS IN RETURN FOR NOT HAVING TO SIGN AN EXCLUSIVE AGREEMENT PRODUCERS WILL PAY $1000 PER REGION PER TITLE. And (I) PROVIDE 1 PROMOTIONAL SHOW PER REGION PER YEAR PER BAND/ARTIST. (II) PROMOTE ALTAVOZ OR RELTAED INTERNET BRANDS AT EACH SHOW. (III) ALREADY HAVE CD ENCODED(S) AND STREAMING ON ALTAVOZ *The catalog will be mailed out to stores not strictly defined by the geo-centic boundary and will amount to over 4000 stores in a calendar year.

3. (A) PRODUCERS AGREES THAT EACH CONTROLLED COMPOSITION (AS HEREINAFTER DEFINED) RECORDED HEREUNDER IS HEREBY LICENSED TO ALTAVOZ FOR SOLELY THE TERRITORY, (AS SET FORTH IN SECTION 6 HEREIN) OR IN THE CASE OF LDTS 2(B),AT THE FOLLOWING RATES:

(i) (a) WITH RESPECT TO RECORDINGS HEREUNDER SOLD IN THE TERRITORY THROUGH NORMAL RETAIL DISTRIBUTION CHANNELS: (3/4) OF THE STATUTORY RATE (AS HEREIN DEFINED).

(B) WITHOUT LIMITING SUBPARAGRAPH (A) ABOVE, IT IS AGREED THAT THE MAXIMUM COPYRIGHT ROYALTY WHICH ALTAVOZ SHALL BE REQUIRED TO PAY IN RESPECT OF A RECORDING EMBODYING MASTER RECORDINGS HEREUNDER SHALL BE THE AGGREGATE OF (i) THE NUMBER OF CONTROLLED COMPOSITIONS ON SUCH RECORDING TIMES THE APPLICABLE RATE DESCRIBED IN SUBPARAGRAPH (A) ABOVE, AND (ii) THE NUMBER OF WORKS ON SUCH RECORDING WHICH ARE NOT CONTROLLED COMPOSITIONS TIMES THE STATUTORY RATE.

(C) NO MECHANICAL ROYALTY WHATSOEVER SHALL BE PAYABLE WITH RESPECT TO CONTROLLED COMPOSITIONS FOR (i) RECORDINGS CUT OUT OF THE ALTAVOZ CATALOG AND SOLD AS DISCONTINUED MERCHANDISE; (ii) ANY WORK WHICH IS NON-MUSICAL; (iii) RECORDINGS INITIALLY OR SUBSEQUENTLY PURCHASED BY PRODUCERS PURSUANT TO PARAGRAPH 13(A), HEREIN. (iv) RECORDINGS DISTRIBUTED BY ALTAVOZ AS FREE GOODS FOR WHICH NO ROYALTIES ARE PAYABLE HEREUNDER PURSUANT TO PARAGRAPH 3(j) HEREOF; AND (v) ANY WORK WHICH CONSISTS OF AN ARRANGEMENT OF A WORK IN THE PUBLIC DOMAIN. NOTWITHSTANDING THE FOREGOING, IF ANY CONTROLLED COMPOSITION REFERRED TO IN SUBPARAGRAPH (C)(v) HAS A NEW TITLE, SUBSTANTIALLY DIFFERENT LYRICS OR A SUBSTANTIAL ADDITION OF MELODIC MATERIAL, THEN THE MECHANICAL ROYALTY RATE FOR SUCH CONTROLLED COMPOSITION IN THE TERRITORY SHALL BE DETERMINED BY MULTIPLYING THE APPLICABLE MECHANICAL ROYALTY WITH RESPECT TO SUCH CONTROLLED COMPOSITION BY THAT PERCENTAGE WHICH IS USED BY THE APPLICABLE PERFORMING RIGHTS SOCIETY (ASCAP OR BMI) IN DETERMINING THE CREDITS TO BE GIVEN THE PUBLISHER OF SUCH CONTROLLED COMPOSITION FOR PUBLIC PERFORMANCES THEREOF AND FURTHER PROVIDE THAT PRODUCERS SHALL FURNISH ALTAVOZ WITH A COPY OF A LETTER OR OTHER SATISFACTORY EVIDENCE FROM THE APPROPRIATE PERFORMING RIGHTS SOCIETY SETTING FORTH THE SAID PERCENTAGE. IN THE EVENT PRODUCERS SHALL FAIL TO PROVIDE ALTAVOZ WITH SUCH LETTER, OR SATISFACTORY EVIDENCE OF THE PERCENTAGE AS AFORESAID WITHIN A REASONABLE TIME AFTER ALTAVOZ'S REQUEST THEREFOR, THEN ALTAVOZ SHALL NOT BE OBLIGATED TO PAY ANY MECHANICAL ROYALTY WHATSOEVER WITH RESPECT TO SUCH ARRANGED MATERIAL.

(D) "CONTROLLED COMPOSITION" MEANS THAT PORTION OF A WORK WHICH IS WRITTEN BY PRODUCERS OR THAT PORTION OF A WORK WHICH IS OWNED OR CONTROLLED BY PRODUCERS OR IN WHICH PRODUCERS HAS A DIRECT OR INDIRECT INTEREST IN THE INCOME TO BE DERIVED THEREFROM OR FROM THE COPYRIGHT THEREOF, WHICHEVER IS GREATEST.

(E) "STATUTORY RATE" MEANS, WITH RESPECT TO EACH MUSICAL WORK RECORDED AND EMBODIED IN A MASTER RECORDING HEREUNDER, THE MINIMUM FIXED (WITHOUT REGARD TO PLAYING TIME) MECHANICAL ROYALTY RATE IN EFFECT PURSUANT TO THE UNITED STATES COPYRIGHT ACT OR THE CANADIAN COPYRIGHT ACT OR THE GENERALLY ACCEPTED RATE NEGOTIATED BY RECORD COMPANIES AND MUSIC PUBLISHERS IN CANADA (AS THE CONTEST SO REQUIRES) AT THE TIME OF THE INITIAL COMMERCIAL RELEASE OF THE RECORDINGS HEREUNDER.

(F) (i) ALTAVOZ SHALL BE RESPONSIBLE FOR THE PAYMENT OF MECHANICAL ROYALTIES DIRECTLY TO THE COPYRIGHT PROPRIETORS OF THE MUSICAL WORKS EMBODIED ON THE MASTER RECORDINGS HEREUNDER. PRODUCERS AGREES TO ASSIST ALTAVOZ IN ENTERING INTO MECHANICAL LICENSES FOR THE TERRITORY WITH SUCH COPYRIGHT PROPRIETORS, WHICH LICENSES SHALL BE CONSISTENT WITH THE TERMS AND CONDITIONS HEREOF BUT WHICH SHALL OTHERWISE BE IN THE GENERAL FORM UTILIZED BY THE HARRY FOX AGENCY, INC. OR IN A FORM OTHERWISE REASONABLY ACCEPTABLE TO ALTAVOZ.. (ii) PRODUCERS REPRESENTS AND AGREES THAT ALTAVOZ SHALL RECEIVE, WITH RESPECT TO ALL WORKS EMBODIED IN ALL MASTER RECORDINGS HEREUNDER, "FIRST USE" MECHANICAL LICENSES, IF APPLICABLE, AS SUCH TERM IS UNDERSTOOD IN THE RECORD INDUSTRY.

(G) WITH RESPECT TO CONTROLLED COMPOSITIONS LICENSED HEREUNDER FOR THE TERRITORY, ALTAVOZ SHALL RENDER SIMI ANNUAL STATEMENTS AND PAYMENTS THEREFOR OF ALL MECHANICAL COPYRIGHT ROYALTIES PAYABLE AS SET FORTH HEREIN, WITHIN SIXTY (60) DAYS AFTER THE END OF THE APPLICABLE PERIOD. THE PROVISIONS OF PARAGRAPH 5 ABOVE SHALL BE APPLICABLE TO ACCOUNTINGS RENDERED PURSUANT TO THIS SUBPARAGRAPH 9(G).

4. AS USED HEREIN, THE FOLLOWING TERMS SHALL HAVE THE FOLLOWING MEANINGS:

(A) "LP" MEANS A RECORDING CONTAINING NOT FEWER THAN (8) SIDES THEREON AND TOTALLING NOT LESS THAN (35) MINUTES OF PLAYING TIME. "EP" MEANS A RECORDING CONTAINING NOT FEWER THAN (4) SIDES THEREON AND TOTALLING NOT LESS THAT (20) MINUTES OF PLAYING TIME.

(B) "MASTER RECORDING" MEANS THE ORIGINAL MATERIAL OBJECT IN WHICH SOUNDS ARE FIXED BY ANY METHOD NOW KNOWN OR LATER DEVELOPED AND FROM WHICH SOUNDS CAN BE PERCEIVED, REPRODUCED OR OTHERWISE COMMUNICATED, EITHER DIRECTLY OR WITH THE AID OF A MACHINE, DEVICE OR PROCESS.

(C) "RECORDING" MEANS ANY REPRODUCTION OF A MASTER RECORDING IN ANY FORM NOW KNOWN OR LATER DEVELOPED FOR WHICH SOUNDS CAN BE PERCEIVED, AND WHICH IS MANUFACTURED OR EXPLOITED PRIMARILY FOR HOME, SCHOOL, OR JUKE BOX USE OR USE IN MEANS OF TRANSPORTATION.

(D) "SIDE" MEANS ONE (1) CONTINUOUS PERFORMANCE OF MATERIAL.

(F) "MID-LINE RECORDS" MEANS A RECORDING BEARING A SUGGESTED RETAIL LIST PRICE IN THE TERRITORY IN QUESTION WHICH IS NOT LOWER THAN (60%) AND NOT HIGHER THAN (80%) OF THE SUGGESTED RETAIL LIST PRICE OF ALTAVOZ'S TOP-LINE RECORDINGS RELEASED INTHE TERRITORY.

(G) "BUDGET-LINE RECORDS" MEANS A RECORDING WHICH BEARS A SUGGESTED RETAIL LIST PRICE IN THE TERRITORY IN QUESTION WHICH IS LOWER THAN SIXTY PERCENT OF THE SUGGESTED RETAIL LIST PRICE OF ALTAVOZ'S TOP-LINE RECORDINGS IN THE TERRITORY.

(H) "TOP-LINE RECORDS" MEANS ALTAVOZ'S TOP PRICE LINE OR CATEGORY OF RECORDINGS OF A PARTICULAR TYPE SOLD IN THE TERRITORY.

(I) "TERRITORY" MEANS THE WORLD. NOT WITHSTANDING 2.(B)

(J) "RECORDINGS SOLD" HEREUNDER AND "SALES" MEAN (100%) OF THOSE RECORDINGS SHIPPED BY ALTAVOZ HEREUNDER FOR WHICH ALTAVOZ IS PAID OR FOR WHICH CREDIT IS GIVEN AGAINST AN ADVANCE PREVIOUSLY RECEIVED BY ALTAVOZ AND WHICH ARE NEITHER RETURNED TO NOR EXCHANGED BY ALTAVOZ NOR TREATED AS RETURNED TO ALTAVOZ UNDER ALTAVOZ'S CURRENT POLICY WITH RESPECT TO THE PERCENTAGE OF SHIPPED UNITS SO TREATED PURSUANT TO PARAGRAPH 3 (J) HEREOF.

5. IN THE EVENT PRODUCERS DOES NOT PROVIDE CAMERA READY ART, ALTAVOZ SHALL CREATE THE COVER ART AND LAYOUT FOR THIS RECORDING. ALTAVOZ RESERVES ALL RIGHTS IN THE APPROVAL AND OR CREATION OF FINAL ART. The Uniform Commerical codes need to be communicated to altavoz. yes____ No______If one is not already assigned to this product altavoz will supply one. UPC CODE Yes____ No_____.

6. (A)PRODUCERS SHALL BE SOLELY RESPONSIBLE FOR AND SHALL PAY ALL ROYALTIES AND OTHER COMPENSATION WHICH MAY BE PAYABLE TO ANY PRODUCERS OF THE MASTER RECORDINGS HEREUNDER.

(B)NOTWITHSTANDING THE FOREGOING, AT PRODUCERS 'S REQUEST, ALTAVOZ MAY, AT ITS ELECTION ENTER INTO AN AGREEMENT WITH ANY PRODUCER OF THE MASTER RECORDINGS HEREUNDER WHICH PROVIDES FOR THE PAYMENT BY ALTAVOZ, RATHER THAN PRODUCERS , OF ROYALTIES PAYABLE TO THAT PRODUCER. IN SUCH EVENT, ALTAVOZ MAY DEDUCT ANY AMOUNTS PAYABLE BY ALTAVOZ TO THAT PRODUCER FROM ANY ROYALTIES OR OTHER SUMS, PAYABLE BY ALTAVOZ TO PRODUCERS HEREUNDER. IF CHECKED THIS IS AN OPTION ----Yes____ No_____.

7. (A) ALTAVOZ AGREES TO SELL THE RECORDINGS HEREUNDER TO PRODUCERS IN ANY FORMAT CONFIGURATION CURRENTLY IN OPEN CATALOGUE AT ITS “PRODUCERS ” WHOLESALE PRICE THEREFOR. STATED “PRODUCERS ” WHOLESALE PRICES ARE AS FOLLOWS: FULL LENGTH CD'S ARE $6.95, FULL LENGTH CASSETTES ARE $5.00, CASSETTE EP'S ARE $3.50 EACH, CD EP’S ARE $5.00 EACH. ALTAVOZ AGREES TO SELL CD LP’S OR EP’S IN QUANTITIES OF 10 UNITS AT $3.00 EACH TO PRODUCERS AT PRODUCERS ELECTION. THE $3.00 PRICING WILL BE EXEMPT FROM ALL ROYALITY PAYMENTS, PRODUCERS WAIVES ALL ROYALTIES ON SUCH SALE INCLUDING PUBLISHING AND PERFORMANCE ROYALTIES. ALTAVOZ RESERVES THE RIGHT TO DETERMINE THE FORMATS IN OPEN CATALOGUE. COMPACT DISC’S WILL ALWAYS BE IN OPEN CATALOGUE. ALTAVOZ RESERVES THE RIGHT TO RAISE THE RATES SET FORTH IN THIS SECTION BY 10 PERCENT PER YEAR DURRING THE TERM OF THIS AGREEMENT. THE RIGHT TO SO INCREASE WOULD OCCUR ON THE ONE YEAR ANIVERSIARY OF THE EXECUTION DATE AND WOULD SO APPLY TO EACH ANIVERSIARY DATE FOR THE TERM OF THIS AGREEMENT.

(B) ALTAVOZ AGREES THAT AT SUCH TIME AS ALTAVOZ HAS SOLD AN AGGREGATE OF (5,000) COPIES OF THE RECORDINGS HEREUNDER IN ANY CONFIGURATION OR COMBINATION THEREOF THROUGH NORMAL RETAIL DISTRIBUTION CHANNELS (EXCLUSIVE OF THE PRODUCT PURCHASED BY PRODUCERS HEREUNDER) AND HAS RECEIVED PAYMENT THEREFOR, ALTAVOZ WILL, AT PRODUCERS EXCLUSIVE ELECTION OFFER TO RECORD A NEW RECORD. THE PRODUCTION COST FOR SAID RECORDING WILL BE ADVANCED BY ALTAVOZ AS RECOUPABLE AGAINST FUTURE RECORD SALES.

(C)Producers agrees to name a recciepient of a _____% (must start at 3 percent) paided from altavoz distributed efforts. If the producer does not have a named group, ________________________yes___NO_______. Address of group, ______________________________

____________________________________________________________________________________________________________________Does group have tax exempt status. Yes_____ No____. Producer can name HelpEarthFoundation as recipient Yes______No_______, signnature of authrized representative ______________________________________Name Date___________________ IN ________This could be your local red cross, pet shelter, or community non for profit group.

8. NEITHER PARTY HEREUNDER SHALL BE DEEMED TO BE IN BREACH OF ANY OF ITS OBLIGATIONS HEREUNDER UNLESS AND UNTIL THE PARTY NOT IN BREACH SHALL HAVE GIVEN THE BREACHING PARTY WRITTEN NOTICE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, DESCRIBING IN DETAIL THE BREACH, AND THE BREACHING PARTY SHALL HAVE FAILED TO CURE THAT BREACH WITHIN (30) DAYS, AFTER THE BREACHING PARTY'S RECEIPT OF SUCH WRITTEN NOTICE.

9. ALL NOTICES TO BE GIVEN TO PRODUCERS HEREUNDER AND ALL STATEMENTS AND PAYMENTS TO BE SENT TO PRODUCERS HEREUNDER SHALL BE ADDRESSED TO PRODUCERS AT THE ADDRESS SET FORTH HEREINABOVE OR AT SUCH OTHER ADDRESS AS PRODUCERS SHALL DESIGNATE IN WRITING FROM TIME TO TIME. ALL NOTICES TO BE GIVEN TO ALTAVOZ HEREUNDER SHALL BE ADDRESSED TO THE ATTENTION OF THE VICE PRESIDENT OF BUSINESS AFFAIRS AT THE ADDRESS SET FORTH HEREINABOVE OR AT SUCH OTHER ADDRESS AS ALTAVOZ SHALL DESIGNATE IN WRITING FROM TIME TO TIME. ALL NOTICES SHALL BE IN WRITING AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN SHALL EITHER BE SERVED BY PERSONAL DELIVERY, MAIL, ALL CHARGES PRE-PAID.

10. (A) THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION HEREOF SHALL NOT EFFECT THE VALIDITY OR UNENFORCEABILITY OF ANY OTHER PROVISION HEREOF.

11. THIS AGREEMENT SETS FORTH THE ENTIRE AGREEMENT BETWEEN ALTAVOZ AND PRODUCERS WITH RESPECT TO THE SUBJECTMATTER HEREOF. NO MODIFICATION, AMENDMENT, WAIVER, TERMINATION OR DISCHARGE OF THIS AGREEMENT OR ANY PROVISION HEREOF SHALL BE BINDING UPON ALTAVOZ OR PRODUCERS UNLESS CONFIRMED BY A WRITTEN INSTRUMENT SIGNED BY PRODUCERS AND BY A DULY AUTHORIZED OFFICER OF ALTAVOZ.

13. NEITHER PARTY'S WAIVER OF ANY PROVISION OF THE AGREEMENT OR ANY DEFAULT HEREUNDER SHALL AFFECT SUCH PARTY'S RIGHTS THEREAFTER TO ENFORCE SUCH PROVISIONS OR TO EXERCISE ANY RIGHT OR REMEDY IN THE EVENT OF ANY OTHER DEFAULT, WHETHER OR NOT SIMILAR. ALL REMEDIES, RIGHTS, UNDERTAKINGS, AND OBLIGATIONS CONTAINED IN THIS AGREEMENT SHALL BE CUMULATIVE AND NONE OF THEM SHALL BE IN LIMITATION OF ANY OTHER REMEDY, RIGHT, UNDERTAKING OR OBLIGATION OF EITHER PARTY.

14. PRODUCERS REPRESENTS AND WARRANTS THAT EACH MEMBER IS OVER 18 YEARS OF AGE AND IS LEGALLY COMPETENT TO EXECUTE THIS AGREEMENT

15. PRODUCERS REPRESENTS AND WARRANTS THAT PRODUCERS HAS REVIEWED THIS AGREEMENT AND CONSULTED WITH AN ATTORNEY BEFORE EXECUTING THIS DOCUMENT.

16. AS USED IN THIS AGREEMENT THE TERM "PRODUCERS " SHALL BE DEEMED TO REFER INDIVIDUALLY AND COLLECTIVELY TO EACH OF THE MEMBERS OF THE GROUP COMPRISING PRODUCERS . THE OBLIGATIONS, LIABILITIES, PROHIBITIONS AND RESTRICTIONS IMPOSED UPON PRODUCERS HEREUNDER SHALL BE DEEMED TO APPLY INDIVIDUALLY AND COLLECTIVELY TO EACH OF THE MEMBERS OF PRODUCERS .

17. IF DURING THE TERM OF THIS AGREEMENT, ANY INDIVIDUAL MEMBER OF PRODUCERS CEASES TO BE AN ACTIVELY PERFORMING MEMBER OF PRODUCERS , PRODUCERS SHALL IMMEDIATELY NOTIFY ALTAVOZ THEREOF IN WRITING.

18. PRODUCERS AGREES TO DELIVER OR CAUSE TO BE DELIVERED ALL NECESSARY INFORMATION, CONSENTS, LICENSES AND PERMISSIONS SUCH THAT ALTAVOZ MAY MANUFACTURE, DISTRIBUTE, AND RELEASE THE RECORDING HEREUNDER.

19. PRODUCERS ACKNOWLEDGES, RECOGNIZES AND AGREES THAT ITS OBLIGATION TO RECORD THE MASTER RECORDINGS ARE OF A SPECIAL, UNIQUE, INTELLECTUAL AND EXTRAORDINARY CHARACTER WHICH GIVES THEM PECULIAR VALUE, AND THAT IN THE EVENT OF PRODUCERS 'S BREACH OF ITS OBLIGATION TO RECORD THE MASTER RECORDINGS, ALTAVOZ WILL BE CAUSED IRREPARABLE INJURY WHICH CANNOT ADEQUATELY BE COMPENSATED BY MONEY DAMAGES. ACCORDINGLY UNTIL SUCH TIME AS PRODUCERS HAS COMPLETED RECORDING THE MASTER RECORDINGS, ALTAVOZ SHALL BE ENTITLED TO SEEK INJUNCTIVE RELIEF, IN ADDITION TO ANY OTHER RIGHTS OR REMEDIES WHICH ALTAVOZ MAY HAVE, TO ENFORCE THE TERMS OF THIS AGREEMENT.

20. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF CALIFORNIA, UNITED STATES OF AMERICA, AND THE LAWS OF THE STATE OF CALIFORNIA SHALL GOVERN ITS VALIDITY, CONSTRUCTION AND EFFECT. THE COURTS IN THE STATE OF CALIFORNIA, STATE AND FEDERAL, WILL HAVE EXCLUSIVE JURISDICTION OVER ANY CONTROVERSIES REGARDING THIS AGREEMENT. VENUE AND JURISDICTION WITH REGARD TO AND DISPUTE ARRISING HEREIN WILL BE IN THE STATE OF CALIFORNIA, COUNTY OF LOS ANGELES.

21. THIS AGREEMENT SHALL NOT BECOME EFFECTIVE UNTIL EXECUTED BY ALL PARTIES HERETO. IN THE EVENT PRODUCERS ENTERS INTO A RECORDING CONTRACT WITH ANOTHER RECORD COMPANY WITHIN 24 MONTHS AFTER THE RELEASE DATE OF THIS RECORDING ALTAVOZ WILL RECEIVE 4% OF WHOLESALE OR 2% OF RETAIL WHICH EVER IS GREATER OF GROSS ROYALTIES PAID PRODUCERS ON SAID CONTRACT.

22. (A) ALTAVOZ MAY AT ALTAVOZ'S ELECTION ASSIGN THIS AGREEMENT OR ANY OF ALTAVOZ'S RIGHTS HEREUNDER.

(B) IF THIS AGREEMENT IS FOR AN "EP", ALTAVOZ AGREES THAT AT SUCH TIME AS ALTAVOZ HAS SOLD AN AGGREGATE OF (10,000) COPIES OF THE RECORDINGS HEREUNDER IN ANY CONFIGURATION OR COMBINATION THEREOF THROUGH NORMAL RETAIL DISTRIBUTION CHANNELS (EXCLUSIVE OF THE PRODUCT PURCHASED BY PRODUCERS HEREUNDER) AND HAS RECEIVED PAYMENT THEREFOR, ALTAVOZ WILL, AT PRODUCERS ELECTION OFFER TO RECORD 5 ADDITIONAL SONGS TO EXPAND THE EP INTO AN LP.

(C) ALTAVOZ AGREES THAT AT SUCH TIME AS ALTAVOZ HAS SOLD AN AGGREGATE OF (20,000) COPIES OF THE RECORDINGS HEREUNDER IN ANY CONFIGURATION OR COMBINATION THEREOF THROUGH NORMAL RETAIL DISTRIBUTION CHANNELS (EXCLUSIVE OF THE PRODUCT PURCHASED BY PRODUCERS HEREUNDER) AND HAS RECEIVED PAYMENT THEREFOR, ALTAVOZ WILL, AT PRODUCERS ELECTION OFFER TO COMMISSION A MUSIC VIDEO.

23. Indemnification. Producer agrees, at producer's expense to defend, indemnify, and hold Altavoz, its assignees and licensees, harmless from and against any and all loss, damages, liability and expenses, including, without limitations, attorney's fees and court costs which result from any breach or default of any of the representations, warranties, covenants or agreements made by PRODUCERS hereunder.

24. THE TERM OF THIS AGREEMENT WILL COMMENCE ON 2008 AND TERMINATE ON .

25. THIS AGREEMENT CONSTITUTES THE SOLE AND EXCLUSIVE AGREEMENT BETWEEN THE PARTIES.

26. THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS.

27. ALTAVOZ RESERVES THE RIGHT AT ALTAVOZ’S ELECTION TO REMOVE AND DELEATE THIS RECORDING FROM ITS CATALOGUE AND CEASE DISTRIBUTION OF SAID RECORDING IF AT ANY TIME SALES IN ANY CALANDER MONTH AMOUNT TO LESS THAN 10 UNITS.

ALTAVOZ DISTRIBUTION

__________________________________________________________

President Nelson jacobsen

Without Prejudice UCC 1-308

PRODUCERS

PRODUCERS PRODUCERS SOCIAL SECURITY NUMBER DATE