COMPILATION LICENSING AGREEMENT

THIS AGREEMENT (hereinafter referred to as the "Agreement") is made effective this _____ day of _______________, 20__ by and between ____________________, located at ________________________________________ (hereinafter referred to as the "Licensor") and FILTH MOB MUZIK CO., located at P.O. BOX 4566 CHICO, CA 95927 (hereinafter referred to as the "Licensee"). WITNESSETH: In consideration of the respective covenants contained herein, the parties hereto, intending to legally bound hereby, agree as follows: 1. (a) The Licensor hereby grants to the Licensee the non-exclusive right and license to use the Licensor's master recordings set forth in Schedule A attached hereto and made a part hereof (hereinafter referred to as the "Masters") for the purpose of the manufacture, distribution, license and sale of records in all configurations of the title specified in Schedule A hereto (the "Record(s)") for sale throughout the territory specified in Schedule A hereto (the "Territory") during the period specified in Schedule A hereto (the "Term"). (b) In further clarification of the foregoing, you agree that our exploitation rights under the Agreement shall include the right to exploit the masters via telephone, satellite, cable, pointof-sale manufacturing, transmission over wire or through the air, downloading and any other methods now or hereafter known (including any so called ring tone or ring backs). Additionally, you hereby non-exclusively license to us and our distributor the gratis right to reproduce each composition owned or controlled by you which is embodied in the respective recordings for each of the contemplated uses described above. (c) Upon the expiration or termination of Term of this Agreement, Licensee shall have an additional six (6) month period in which to sell the existing stock of Records through any distribution outlets. (d) During the Term and the sell-off period, the Licensee shall have the right to use and publish the name, approved likeness of, and biographical material concerning all of the performers who recorded the Masters free of charge for promotional advertising and trade purposes in connection with the sale and exploitation of Records embodying the Masters. 2. The granting of this license is given in exchange for a payment in the amount of gratis (a) Ownership of the Masters shall remain with Licensor. A credit line shall appear on all Records in substantially the following form:

SONG TITLE:___________________ PERFORMED BY:________________ ARTIST NAME: ________________________ COURTESY OF:_________________ RECORD COMPANY NAME: _____________ 3. To the extent that Licensor is empowered to do so, Licensor hereby licenses all musical compositions for mechanical reproduction to Licensee at a royalty rate per selection equal to seventy-five (75%) percent of all digital single sales and one tenth of all album sales (without regard to playing time) effective in the territory of manufacture on the date of this Agreement, and mechanical royalties shall be paid on the basis of net records sold hereunder for which royalties are payable to Licensor pursuant to this Agreement, and Licensee may maintain reasonable reserves with respect to payment of mechanical royalties. To the extent that Licensor does not own or control any such musical composition, Licensor agrees to cause the applicable copyright owner(s) to grant to Licensee a mechanical license for such musical composition on the same terms and conditions as detailed in this paragraph 6. Notwithstanding the foregoing, the maximum aggregate mechanical royalty rate which Licensee shall be required to pay with respect to any Record hereunder. Notwithstanding the foregoing, the maximum aggregate mechanical royalty rate which Licensee shall be required to pay with respect to any Record hereunder shall be twelve percent (12%) of profit margin per selection regardless of the total number of compositions contained therein. However, notwithstanding the foregoing no mechanical license fees shall be due on the first Five Thousand (5,000) records sold. 4. Statements, when royalties payable under this Agreement are due, shall be sent by Licensee to Licensor semi-annually within ninety (90) days following June 30th and December 31 in each year, along with payment of all royalties shown to be due by such statement, after deducting all recoupable sums expended prior to the rendition of the applicable statement. All such statements shall be binding upon Licensor, shall constitute an account stated, and shall not be subject to any objection by Licensor for any reason unless specific objection, in writing, stating the basis thereof, is given to Licensee within one (1) year after the date rendered, and after such written objection, unless suit is instituted within one (1) year after the date upon which Licensee notifies Licensor that it denies the validity of the objection. 5. (a) Licensor warrants and represents that Licensor is under no disability, restriction or prohibition, whether contractual or otherwise, with respect to Licensor's right to execute this Agreement and perform its terms and conditions. (b) Licensor warrants and represents that Licensee shall not be required to make any payment of any nature for, or in connection with, the rendition Licensor's services or the acquisition, exercise or exploitation of rights by Licensee pursuant this Agreement, except as specifically provided herein; (c) Licensor warrants and represents that no materials, or any use thereof, will violate any law or infringes upon or violate the rights or any third party. "Materials," as used in this subparagraph 7(c) shall include: (i) all musical compositions and other material contained on masters subject hereto; (ii) all sound recordings of any nature delivered by

Licensor to Licensee; (iii) each name used by Licensor, in connection with masters recorded hereunder, including the project name; and (iv) all other materials, ideas, other intellectual properties or elements furnished or selected by Licensor and used in connection with any masters recorded hereunder or the packaging, sale, distribution, advertising, publicizing, or other exploitation thereof. (d) Licensor agrees to and does hereby indemnify, save and hold Licensee harmless from any and all loss and damage (including reasonable attorneys' fees) arising out of, connected with or as a result of any inconsistency with, failure of, or breach by Licensor of any warranty, representation, agreement, promise, undertaking or covenant contained in this Agreement which is reduced to judgment or settled with Licensor's consent. Pending determination of any such claim, Licensee may withhold royalties in an amount reasonably related to the potential liability. 6. This Agreement sets forth the entire agreement between the parties. No modification, amendment, waiver, termination or discharge of this Agreement shall be binding unless contained in a writing signed and dated by the party sought to be bound. No waiver of any provision of this Agreement shall be deemed or construed as a general waiver. Should any provision of this Agreement be adjudicated as void, invalid or inoperative, such provision shall be deemed stricken from this Agreement, and the remainder of the provisions shall continue in full force and effect, as if the void, invalid or inoperative provision had not been contained herein. No breach of this Agreement by either party shall be deemed material unless the non-breaching party serves written notice thereof on the breaching party specifying the nature thereof and the breaching party fails to cure such breach within sixty (60) days after receipt of such notice. This Agreement shall be deemed to have been made in the State of California, and it shall be governed solely by the laws of the State of California applicable to agreements made and to be wholly performed therein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. AGREED TO AND ACCEPTED: BY: FILTH MOB MUZIK CO. "LICENSEE" ____________________________________ BY: "LICENSOR" ____________________________________

SCHEDULE A
1. Title of the Compilation: ___________________________ 2. The Master: ______________________________ (1) Artist: ________________________________ (2) Title: ________________________________ 3. Territory: The Universe 4. Term: _________ (___) Years Non-Exclusive

BY: FILTH MOB MUZIK CO. "LICENSEE ____________________________________ BY: "LICENSOR" ____________________________________