This Exclusive  ONLINE Digital Media MUSIC DISTRIBUTION AGREEMENT  is entered into by and between Corey Wright dba, Corey Wright Digital Music Distribution Services (hereafter "CWDMD"),and  ______________________________________(hereafter  referred to as “Artist” and/or label) effective as of This _____, day of ____________, 20____.

PURPOSE

1. CWDMD is an Internet Distribution Company that Distributes  music by encouraging MP3 file trading and Internet radio. CWDMD Causes Artists and/or labels product (i.e. Digital Sound recordings) to be distributed to consumers that download and listen to music. When consumers pay for access and or to purchase CD-quality online music, or Download said product, via any internet or intranet connection CWDMD will pay Artist (60%) of all net profit collected.

2. Artist, who has not signed an exclusive agreement with any record label, wishes to enter into a exclusive agreement with CWDMD to reproduce, publish, market, distribute and sell the Artist’s Work to consumers under the terms and conditions of this Agreement.

NOW THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1.

DEFINITIONS

For purposes of this Agreement, the following capitalized terms are defined as follows:

1.1 “Creative Commons License” means the “Attribution-Non Commercial – Share Alike” license

created by Creative Commons, a nonprofit dedicated to promoting the creative reuse of musical and other works, and available free of charge at www.creativecommons.org/licenses/by-nc-sa/1.0. This is the license that allows copyright holders to easily inform others that their works are free for copying under the conditions that i. credit for their works is provided; ii. their works can not be used for commercial purposes

without permission; and iii. Derivative Works can be distributed only under an identical license. The Creative Commons License is hereby incorporated by reference into this Agreement.

1.2 "Derivative Works" means a work based upon the Work or upon the Work and other pre-existing works, such as a translation, musical arrangement, sound recording, reproduction, abridgment, condensation, or any other form in which the Work may be recast, transformed, or adapted.

1.4 "Digital Audio Transmission" means a transmission that embodies a sound recording including

the performance thereof.

1.5 "Digital Phonorecord Delivery" means each individual delivery of a phonorecord by digital

transmission of a sound recording, or part thereof, which results in a specifically identifiable reproduction by or for any transmission recipient of a phonorecord of that sound recording.

1.6 “Formats” means all electronic media formats including, but not limited to, the following: MP3, MP2,

CD-ROM, Windows Media WMA, RealAudio, OGG Vorbis, Samples, AIFF, WAV, Flash, MIDI, Cubase,

Sequencer file, and SampleCell.

1.7 “Merchandise” means certain items with Artist's likeness, including but not limited to, music t-shirts,

mugs, posters, CDs, (both one-off and bulk-created) and other items that the parties may designate.

1.8 “Platforms” means all electronic media platforms including, but not limited to, “Windows Media Player”, “RealPlayer”, Internet radio, and MP3 player (Winamp, MusicMatch),

1.9 “Peer-to-Peer Technology”: means all peer-to-peer software clients, technologies and networks including but not limited to Kazaa, Napster, Gnutella, Aimster, Rockster, LimeWire, Alluvium, PeerCast, AllCast, and Streamer.

1.10 “Sale” means where money is paid and received by CWDMD for the occurrence of any of the following: i. a consumer requests to download a CD-quality copy of Artist’s Work; ii. sublicensing of the Artist’s Work, in whole or part, for commercial purposes; and iii. Nondigital sale of Artist’s Work and Merchandise. “Sale”shall not include promotional activities by CWDMD (where no cash sale has occurred), including distribution of high-quality copies of the Work (such as to DJs, A&R, barters, low-budget films), and any subscription service that allows listeners access to entire genres or a mix of music.

1.12 "Work” means all forms of sound, music, rhythm and lyrics that Artist intends to provide to CWDMD including, but not limited to: sound recordings, compositions, song lyrics, written prose, musical recordings, vocal recordings, vocal solos, samples, field recordings and ambiences. All Work submitted by Artist, which shall include one or more songs or music scores, shall be set forth in Attachment “A”, which shall be incorporated into this Agreement. Each subsequent submission of Artist’s Work shall be set forth by Attachment and will be incorporated into this Agreement.

REQUIRE THE PERMISSION OF ANY OTHER PARTY TO ENTER INTO THIS AGREEMENT

Artist shall provide CWDMD immediate notice if it enters into an exclusive agreement with any

record label or for the distribution of Merchandise. d. If Artist has entered into an agreement with

any record label (“Prior Agreement”), Artist has had an attorney review the Prior Agreement who has determined that Artist has the legal right to enter into this Agreement and assume the duties hereunder and that CWDMD has the right to use the Work as provided herein. Artist shall provide CWDMD with a copy of any Prior Agreement.

e. Artist is at least 18 years old and has the right and authority to enter into this Agreement on his/her

behalf or, if Artist is more than one person, Artist has the right and authority to enter into this Agreement on behalf of such group.

f. Artist has reviewed the Creative Commons License and hereby confirms that Artist’s Work may be

licensed by and through the Creative Commons License.

Section 3.

NON-EXCLUSIVE LICENSE GRANT TO

CWDMD

3.1. Exclusive License Grant.

a. Subject to the terms and conditions of this Agreement, Artist hereby grants CWDMD a exclusive

right and license throughout the universe to freely and without restriction use and exercise the rights

in the Work identified in Attachment A, in whole or in part, as stated below:

i. to use reproduce, publish, duplicate, publicly or privately perform and display, distribute and transfer the

Work, or cause to do the same, including Digital Audio Transmissions and Digital Phonorecord Deliveries of the Work, and the right to couple any of the Work with recordings other than Artist’s licensed Work (“Electronic Distribution”);

ii. to use, market, license, sublicense, distribute and sell the Work, including individual tracks, MIDI, lyrics, samples music score and other constituent parts from the Works;

iii. to create and reproduce Derivative Works, or cause to do the same;

iv. to use, reproduce, distribute, display, deliver and transmit, publicly and privately, by any means now

known or hereafter devised, the lyrics of the musical compositions embodied in the Work, for the purpose of promoting the Work or facilitating the exercise of the rights of Electronic Distribution of the Work; and

v. to use the Work to promote Artist, the Work and CWDMD (and its products and services) and to use the name and likeness biographical material, logos, trademarks photographs, symbols, emblems, designs, and any other visual representations of the Artist, and any other individuals performing or otherwise represented in the Work.

The above rights may be exercised in all Formats, Platforms and Peer-to-Peer Technology, both presently

known or to be developed, without any payment or royalty obligation to Artist, except for as specifically

provided under Section 4.

b. Artist agrees that its Work shall be released or distributed under the terms of the Creative Commons  License. And may also be used under any other type of license legally recognized by the legal community.

c. Artist also grants CWDMD the right to sell, or cause to sell, or sublicense Merchandise subject to

Section 4.4.

3.2. Term and Termination.

a. This Agreement will commence on the Effective Date and continue for a period of five (5) years

from the Effective Date (the “Initial Term”). This Agreement will automatically renew for successive one year terms in perpetuity, if not terminated in writing thirty (30) days or more prior to the expiration of the

term (the Initial Term and any period thereafter, if any, collectively are referred to as the “Term”).

b. This Agreement may be terminated if either Party breaches any of the provisions of this Agreement,

which breach has not been remedied within Sixty (60) days of written notice of the breach, and without

prejudice to any remedies available to the non-breaching Party.

3.3. Abridge and Adapt. Artist grants CWDMD the right, in its sole discretion, to abridge and/or adapt the Work in order to conform to the requirements of the Formats, Platforms and Peer-to-Peer Technology utilized by CWDMD.

3.5. Artist’s Reservation of Rights. CWDMD shall not grant rights that are greater than the rights granted under this Agreement. All other rights are reserved to Artist. Other than the Work identified by Attachment hereto, Artist shall have no obligation to license any other work or music. Subject to the exclusive license grant conferred to CWDMD herein, Artist shall retain all rights to the copyright interests in the Work.

Section 4.

PAYMENT AND ROYALTY FEE

4.1. Royalty Fee. In full consideration of all Royalty Fees due to Artist, CWDMD shall pay Artist Sixty

percent (60%) of all net profits actually received by CWDMD from a Sale, in whole or in part, (“Royalty Fee”).

4.2. Net Revenues. For purposes of computing royalties, the term "Net Profits" means net profit actually received by CWDMD from all Sales of the Work, adjusted for returns,  allowances, refunds, bad debt, overhead, shipping and handling, taxes of any kind and union guild or other third party fees that may be required by contract or the Copyright Act, if any. (collection of mechanical royalties will be the responsibility of the artist/label.)

4.3 Waiver of Additional Royalties: The Royalty Fee payable to Artist shall include all compensation,

including   performance royalties for underlying musical works due Artist/label, individual

producers, the performers, engineers, and any other persons engaged in connection with the Work. Artist

hereby waives any right to any compensation, other than the Royalty Fee, including without limitation,

mechanical and/or performance royalties in connection with Electronic Distributions hereunder. Artist will be solely responsible for payment of all above stated royalties and will indemnify CWDMD and hold

CWDMD harmless against any and all losses, damages, costs or claims made by any parties resulting from Electronic Distributions hereunder.

4.4 Merchandise: CWDMD shall pay Artist Sixty percent (60%) of all Net Profits of Merchandise. “Net

Profits” means net profit actually received by CWDMD from all Merchandise sold, adjusted for all

costs to create and purchase the Merchandise, returns, allowances, refunds, bad debt, overhead, shipping and handling, and taxes of any kind.

4.5 Limitations and Taxes. There shall be no Royalty Fee for digital performances for Internet or satellite radio stations or other digital transmissions. Artist shall be solely responsible for any and all taxes, fees and

assessments that may be imposed against the Royalty Fee by any governmental entity, which shall not be a part of, or an offset against, such fees. All objections concerning a Royalty Fee shall be submitted by Artist

within one (1) year after the date of payment of Royalty Fee and/or Royalty Fee, after which time all objections shall be waived.

4.6 Payment Terms. CWDMD shall provide payment of the Royalty Fee in U.S. dollars to Artist at least two (2) times per year, on or before June 30 and December 31st. Unless other payment arrangements are made between CWDMD and Artist, and if Pay pal offers receipt of payments to the Artist's primary country of residence, artist shall create a Pay pal account and maintain it in good standing. All payments from CWDMD will be made to Artist’s Pay pal account. CWDMD reserves the right, in its sole discretion, to select an alternative payment service other than Pay pal. Payment shall be made to Artist after the Royalty Fees amount to at least $1000; CWDMD shall hold the Royalty Fees until such time.

Section 5.

OPERATIONAL DUTIES

5.1. Selection of Music. CWDMD shall, at its sole discretion, select whether the Work, in whole or in part, is acceptable for use under this Agreement.

5.2 Marketing of the Work. Work that has been accepted by CWDMD shall be posted and available for

CWDMD listeners and categorized by Artist’s name and genre. CWDMD shall have no further duties

concerning the marketing or promotion of the Work or Artist. Notwithstanding the foregoing, CWDMD, in its sole discretion, shall be permitted to promote, market, and advertise the Work and Artist without limitation.

5.3 Pricing. CWDMD shall decide, in its sole discretion, the price plan of all Sales of the Work and

Merchandise.

 .

5.4 Limitations.

a. Notwithstanding any of the foregoing, CWDMD shall have no obligation whatsoever to

provide services, payment or resources toward marketing, promotion or advertising for Artist or the

Work.

b. Other than the Royalty Fees stated herein, CWDMD shall have no obligation to provide to Artist

any kind of payment, including an advance, license fees, residuals, Internet radio fees or any other form of

compensation.

c. CWDMD shall be permitted, in its sole discretion, to remove or edit the Work, or any portion

thereof, from any website at anytime and without notice to Artist. CWDMD shall have no duty to post the Work or Artist on any website.

d. As further provided below under Section 6.1, Artist shall be solely liable for any claim for any royalty

fees or charges that might be brought against CWDMD by a performing rights licensing organization including, without limitation, ASCAP, BMI, or SESAC, arising from all uses and sublicensing of the Work contemplated under this Agreement.

5.5 Artist’s Promotion Information and Merchandise.

Upon request, Artist shall provide to CWDMD its biographical material including the following: i. Four

substantially different group photographs (high quality suitable for posters and press kits); ii. Bio’s for each

band member; iii. Close up photographs of each band member; and iv. High quality digital copies of album

artwork. Items ii. and iii. shall not be required for bands composed of more than 6 people.

Section 6.

INDEMNITY, DISCLAIMER AND LIMITATION OF LIABILITY

6.1 Artist’s Indemnity. Artist shall indemnify and defend CWDMD and hold CWDMD harmless from

and against any and all costs, liabilities, losses, damages and expenses arising out of any claims, actions, suits, or proceedings of any kind from any third party claim relating to (i) a breach of Artist’s warranties and/or duties under this Agreement, (ii) any claim for royalties and/or infringement of copyright, trademark, patent or other intellectual property rights or (iii) any third party

claims arising out of Artist’s conduct or representations under this Agreement. Further, in the event that a third party infringement claim is brought, CWDMD shall have no obligation hereunder to defend on protect Artist’s copyright interests.

6.2 Disclaimer. CWDMD MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, AND

SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND

FITNESS FOR A PARTICULAR PURPOSE.

6.3 Limitations on Liability. CWDMD makes no warranty with respect to the accuracy or effectiveness of any website, including content contained therein, nor any errors or problems of any kind that may arise from any website.CWDMD shall not be responsible for losses, damages, costs, or expenses of

any kind resulting from the use or distribution of the Work by CWDMD or use by any consumer or end user. This includes, without limitation, any liability for business expenses or damages experienced by Artist or any third persons as a result of any deficiency, defect, error, or malfunction with any Website or the transfer or distribution of the Work. CWDMD shall not be liable for any indirect, special, incidental, or consequential damages relating to or arising out of the subject matter of this Agreement.

Section 7.

General.

7.1 Notices. All notices permitted or required under this Agreement shall be in writing and shall be delivered as follows (i) by email, (ii) by U.S. Mail (iii) by facsimile transmission, or (iv) by certified or registered mail, return receipt requested, five days after deposit in the mail.

7.2 Waiver and Severability. The failure of either party to require performance by the other party of any

provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such provisions within the limits of applicable law or applicable court decisions.

7.3. Arbitration and Controlling Law. Any and all disputes that may arise between the Parties under or in

connection with this Agreement shall be submitted (together with any counterclaims and disputes under or

in connection with other agreements between the parties) to final and binding arbitration heard by a single

arbitrator in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (the “AAA”). The arbitration shall be conducted in San Francisco, California. All

questions concerning the validity, operation, interpretation, and construction of this Agreement will be

governed by and determined in accordance with the laws of the State of California.

7.4. No Agency. The relationship between CWDMD and Artist is that of independent contractors. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties or to allow either party to bind the other or incur any obligation on its behalf.

7.5. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be

considered an original, but all of which together will constitute one and the same instrument.

7.6 Assignment. CWDMD may assign this Agreement to any entity to which it transfers all or substantially all of its ownership interest, whether through merger, acquisition or sale of assets. Otherwise, neither party may assign, voluntarily, by operation of law, or otherwise, this Agreement without the other party’s prior written consent, and any attempt to do so without that consent will be void. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

 .

7.7 Entire Agreement. This Agreement is the entire agreement between Artist/label and CWDMD which

supersedes any prior or contemporaneous agreement or understanding, whether written or oral, and any other communications between Artist/label and CWDMD relating to the subject matter of this Agreement. This Agreement may not be changed orally, but only by a writing signed by both parties which specifically references this Agreement.

7.8 Survival: The provisions of Sections 1, 4, 5.4, 6, and 7 shall survive termination of this Agreement.

7.9 Headings. The headings herein are for convenience only and are not intended by the parties of or to affect the meaning or interpretation of this Agreement.

The undersigned agree to the terms and conditions stated herein , and also agree that these terms and conditions will be governed by the laws of the State of California and the in accordance with United States Law.

______________________________________

Corey Wright                                         Dated

CWDMD

______________________________________

Artist/Group Representative

______________________________________

Dated