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PERSONAL MANAGEMENT AGREEMENT This AGREEMENT (Agreement) made and entered into as of the____ day of March 2012 by and

between (herein after referred to as Manager) and, (hereinafter referred to as Artist). 1. ENGAGEMENT. Artist hereby appoints Manager throughout the world as

Artist's exclusive personal manager in and with respect to all phases of the music industry. Manager shall render the services set forth in the Agreement and will render such services in all matters customarily within the authority of personal managers. Artist agrees to seek such services from Manager solely and exclusively and agrees that Artist will not engage any other agent, representative or manager to render similar services, and Artist agrees that Artist will not perform said services on Artist's own behalf and will not negotiate, accept or execute any agreement, understanding or undertaking concerning Artist's career without first consulting with Manager. The foregoing, however, shall not be construed to restrict Artist's right to consult with and utilize the services of attorneys, accountants and/or business managers in matters concerning Producer's career, notwithstanding the fact that the areas in which Artist seeks advice from such parties may coincide with the areas of Manager's responsibilities hereunder. 2. TERM.

(a) This Agreement shall commence upon the date hereof and shall continue in force for a term which shall consist of an initial period of twenty-four (24) months from the date above (Initial Term), and additional periods by which such term may be extended through Manager's exercise of the option herein stated. Artist hereby grants to Manager one (1) separate successive option, to renew this Agreement for a period of twelve (12) months (the Option Period). The Initial Term and Option Period shall collectively be referred to as the Term. The Option Period shall be deemed automatically exercised unless either party gives the other party notice in writing at least thirty (30) days prior to the expiration of the Initial Period that it does not wish to exercise the option. (b) Manager accepts such engagement subject to the terms and conditions herein set forth, provided however that in the event that Artist shall fail for any reason to fulfill any material obligation assumed by Artist hereunder, subject to paragraph 19 below, Manager shall be entitled by written notice served upon Artist to extend the duration of the Term of this Agreement for a period of time equal to the duration of such failure by Artist and until Artist shall fully cure such failure. It is understood that no failure of delay by Manager to enforce the rights of Manager under this Agreement shall be deemed a waiver of Managers subsequent right to assert the rights granted to Manager hereunder. 3. MANAGER'S SERVICES. Manager agrees to render such advice, guidance,

counsel and other services as Artist may reasonably require or as required by the custom and practice of personal managers in the music industry in furtherance of Artists career including, but not limited to, the following services:

(a) to represent Artist and act as Artists negotiator to fix the terms governing disposition, use, employment and exploitation of Artists talents and the products thereof: (b) to supervise Artists professional employment and concert engagements, on Artists behalf, to consult with employers and prospective employers so as to assure the proper use and continued demand for Artists services; (c) to be available at reasonable times and places to confer with Artist in connection with all matters concerning Artists professional career, business interests, and employment and publicity; (d) subject to Artists prior written approval, to exploit Artists personality in all media, and in connection therewith, subject to Artists consent whenever practical, to approve and permit, for the purpose of trade, advertising and publicity, the use, dissemination, reproduction or publication of Artists professional name, photographic likeness, voice and Artistic and musical materials; (e) to direct for Artist and in Artists name, theatrical agents and booking agents as well as other person firms and corporations who may be retained by Artist to obtain contracts, engagements or employment for Artist; (f) industry; and (g) to supervise and direct any third parties engaged or employed by Artist to render services on behalf of Artist, including, without limitation, publicists, booking agents, road managers, etc. 4. MANAGER'S AUTHORITY. Manager is hereby authorized and empowered for to advise and counsel Artist respect to general practices in the music

Artist and in Artists behalf, and subject to Artists prior approval, to do the following throughout the Term hereof: (a) approve and permit the use of Artists professional name, photograph, likeness, voice, sound effects, caricatures, literary, Artist and musical materials for purposes of promotion, advertising and publicity, provided, however, that such photographs, likeness, and other such materials have been previously approved by Artist for such use, and provided further that no commercial tie-ins will be approved or permitted by Manager without Artists prior written consent. (b) to sign, make, execute and deliver for Artist, in Artists name and/or in Artists behalf any so-called one-nighter" personal appearance contracts and television guest appearance contracts. 5. NOT A TALENT AGENCY. Producer agrees that Manager is not expected to, nor
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shall Manager, procure or secure employment for Artist. Manager is not licensed as an employment agent, theatrical agent or "talent agent" (as that term is defined in section 1700.4 of the California Labor Code), or as an employment agent or otherwise under the Business and Professions Code of the State of California, or as a theatrical employment agency under the General Business Law of the State of New York, or as any of the foregoing under the laws of any other state. Manager has not promised to procure engagements or employment for Artist, and Manager shall not be obligated to procure any employment or engagements for Artist hereunder. 6. RELATIONSHIP OF THE PARTIES.

(a) This Agreement shall not be construed to create a partnership, joint venture, or employer-employee relationship between Manager and Artist. It is specifically understood that Manager is acting hereunder as an independent contractor. (b) Manager shall only be required to render the services which are called for by this Agreement or as and when reasonably requested by Artist or as required of personal managers in the music industry under normal industry custom and practice. As and when reasonably requested by Artist, Manager shall make reasonable efforts to travel or meet with Artist at such place or places as Artist may request, following arrangements for costs and expenses of such travel, and subject to Manager's prior commitments. (c) Manager's services hereunder are not exclusive. Manager shall at all times be free to perform the same or similar services for others, including persons whose talents may be similar to or who may be in competition with Artist, as well as to engage in any and all other business activities so long as such services and activities do not impair or diminish Managers services to Artist hereunder. It is specifically acknowledged and agreed that Manager shall have the right to act as personal manager for any musicians, vocalists or other persons who may, from time to time, be affiliated with or perform with Artist, or who may employ or be employed by Artist, and that no advice or counsel which Manager render to such individuals in connection with Manager's services to them shall be deemed to be a breach of this Agreement or of Manager's obligations and duties hereunder. (d) Manager may appoint or engage any and all other persons, firms and corporations throughout the world, in Manager's discretion, to perform any or all of the services which Manager has agreed to perform hereunder, provided that such services are subject to the general supervision and control of Manager, and provided that Manager shall be solely responsible for all fees and costs associated with such other persons, firms and corporations and Artist shall incur no responsibility or liability in respect to such other persons, firms and corporations (unless otherwise expressly agreed by Artist in writing). (e) During the Term hereof, Manager shall have the unrestricted right to advertise and publicize Manager as the Artists "exclusive personal manager." 7. CAREER. Artist agrees at all times to attend to Artists career and to do all

things reasonably necessary and desirable to promote Artists career as a musical entertainer.
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Artist and Manager hereby agree to cooperate with each other to the fullest extent in the interest of promoting Artists career. 8. OFFERS OF EMPLOYMENT. Each party shall continuously keep the other

apprised of all reasonable and bona fide inquiries and offers of employment concerning Artists services that either may receive. 9. LOANS AND ADVANCES. Manager is not required to make any loans or advances

to Artist to or for Artists account, but in the event Manager does so, Artist shall repay them promptly. Without limiting Manager's other rights, Artist hereby authorizes Manager, after first notifying Artist, to deduct the amount of any outstanding loans and advances from monies that Manager may receive for Artists account, provided that such loans or advances were made by Manager with the prior consent of Artist or one of Artists other representatives. 10. EXPENSES.

(a) Artist shall, as between Artist and Manager, be solely responsible for payment of all union dues, publicity costs, promotional, marketing, or exploitation costs, long distance telephone expenses, reasonable traveling expenses, wardrobe expenses, and all other expenses, fees and costs incurred by Artist. In the event that Manager, at Artists request, advances any of the foregoing fees, costs or expenses on behalf of Artist, or incurs any other reasonable costs, fees or expenses in direct connection with Artists professional career or with the performance of Manager's services hereunder, excluding Managers own business expenses and overhead, Artist shall promptly reimburse Manager for such fees, costs and expenses. Without limiting the foregoing, such direct expenses, costs or fees incurred by Manager shall include long distance telephone expenses, pre-approved promotion and publicity expenses, and pre-approved travel and living accommodation expenses and costs whenever Manager, with Artists prior consent, shall deem it advisable to travel on behalf of Artist outside of the city in which Manager then resides. Whenever Manager incurs travel expenses relating to trips during which Manager conducts business for Artist as well as for other Artist, Manager shall pro-rate such travel expenses amongst Artist and such other Artist, for purposes of expense reimbursement hereunder, taking into consideration the relative amount of time spent by Manager during such trip on business pertaining to each respective Artist. (b) Manager shall furnish Artist with appropriate documentation of expenses reimbursable by Artist hereunder within forty-five (45) days after the date such expense is incurred, and reimbursement shall be made within thirty (30) days following receipt by Artist (or by Artists business manager) of such documentation. (c) The foregoing notwithstanding: (i) Artist shall not be responsible for any portion of Manager's overhead expenses; and (ii) Manager shall not incur any single expense in excess of Two Hundred Fifty Dollars ($250), nor aggregate monthly expenses in excess of Five Hundred Dollars ($500) without the prior written consent of Artist or Artists business manager.
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11.

COMMISSIONS.

(a) Since the nature and extent of the success or failure of Artists career cannot be predetermined, it is the desire of the parties that Manager's compensation be determined in such manner as will permit Manager to accept the risk of failure and likewise to benefit to the extent of the Artists success. Therefore, in compensation for Manager's services, Artist agrees to pay to Manager, as and when received by Artist and during and throughout the Term hereof, a sum equal to TWENTY PERCENT (20%) of any and all net monies or others considerations which Artist may receive as a result of Artists activities in and throughout the music and recording industries. After the sum on one-million (1,000,000) dollars Manager shall be entitled to TWENTY PERCENT (20%) of any and all gross monies or other considerations which artist may receive as a result of Artists activities in and throughout the music and recording industries. Without in any manner limiting the foregoing, the matters upon which Managers compensation shall be computed shall include any and all of Artists activities in connection with matters as follows: video, music, personal appearances, public appearances in places of amusement and entertainment, records and recordings. (b) Notwithstanding anything to the contrary set forth in this Agreement, Manager shall not be entitled to receive commissions in respect to the following: (1) gross monies or other considerations received by Artist from investments, entrepreneurial activities or other non-entertainment activities; (2) any actual bona fide recording costs and/or video production costs which are paid to Artist or on Artists behalf (excluding any salary, wages, union scale payments or personal advances paid to Artist included in such sums), to the extent that such expenses are actually incurred and paid by Artist to unaffiliated third parties; (3) any so-called "tour support" or monies contributed by any third party as reimbursement for out-of-pocket expenses incurred by Artist in connection with touring or promotional activities (excluding any salary, wages or compensation paid to or on behalf of Artist or any entity owned or controlled by Artist), to the extent that such expenses are actually incurred and paid by Artist to unaffiliated third parties; (4) any monies received by Artist from concert promoters as reimbursement for "sound and light" or "production expenses" or as reimbursement for fees payable to one or more other performing Artist, to the extent that such expenses are actually incurred and paid by Artist to unaffiliated third parties; (5) engineers and songwriters; (6) bona fide fees paid to third-parties for independent promotion or marketing of Artists recordings; (7) monies paid by or on behalf of Artist to any unrelated third-party songwriter or music publishing entity that co-writes, co-publishes, administers, or sub-publishes any musical material in which Artist holds an interest;
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bona fide fees or royalties payable to third-party Artist, producers,

(8) all accounting fees, audit fees, court costs and reasonable attorney's fees relating directly to any audit and/or litigation as a result of which gross monies are paid to Artist; and (9) monies actually refunded by Artist for bona fide ethical, moral or legal reasons (i.e., if Artist, with proper justification, refunds monies received, and Manager has commissioned such monies, Manager as well shall be required to refund such commission). (c) In the event that Artist utilizes an existing corporation or forms a corporation during the Term hereof for the purpose of furnishing and exploiting Artists Artistic talent, Artist agrees that the Artists bona fide share of gross earnings of such corporation prior to the deduction of any corporate income taxes and of any corporate expenses or other deductions shall be included as part of Artists gross earnings for the purpose of calculating the commissions due to Manager hereunder, so that the commissions due to Manager hereunder shall not be diminished by the existence of such corporation. Artist shall cause such corporation to enter into an agreement with Manager on the same terms and conditions as contained in this Agreement, and Artist shall personally guarantee the obligations of such corporation in respect to such agreement with Manager. 12. CONTINUING COMMISSIONS. Notwithstanding anything to the contrary

herein contained, the parties hereby agree that Artist shall pay commissions equal to the sum of ten percent (10%) to Manager for three (3) years after the expiration or termination and in accordance with section 11 hereinabove, including any extensions or renewals thereof for all agreements entered into by Artist during the Term hereof or substantially negotiated and executed within ninety (90) days of the termination and/or expiration of the Term. 13. ACCOUNTING; BUSINESS MANAGER

(a) Artist shall have the right to engage the services of a certified public accounting firm as Artists business manager to collect and receive all amounts payable to Artist for Artists services, property, and Artistic materials, which firm shall maintain bank accounts for and on behalf of Artist and Artists business entities. In the event that Artist elects to terminate such engagement, Artist shall promptly select another certified public accounting firm as business manager to perform such duties. Said business manager, or any successor, shall be and hereby is irrevocably directed and authorized by Artist: (a) to remit to Manager all commissions due to Manager hereunder within thirty (30) days after the applicable gross earnings are received on Artists behalf and become available for disbursement; (b) to reimburse Manager for all reimbursable expenses hereunder within thirty (30) days after receipt of Manager's written request therefor along with any supporting documentation reasonably requested; (c) to render monthly accounting statements to Manager; and (d) to cooperate with Manager to the fullest extent in the interest of promoting Artists career. In the event that either Artist or Manager shall receive any amounts on behalf of Artist in connection with Artists services, property or Artistic materials, such party shall promptly transmit all such amounts and any accompanying statements of account to said business manager or any successor. The parties hereby
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agree that neither such business manager nor any successor shall incur any liability to either of them by reason of its disbursement of Artists income in accordance with the provisions of this paragraph. (b) If, during the Term hereof, there should be any period during which there is no such business manager in place as referred to in the preceding paragraph, the parties hereby agree that during such period, all gross earnings as herein defined shall be paid directly to Manager by all persons, firms or corporation, and Manager may withhold Manager's compensation therefrom and may reimburse itself therefrom, after notifying Artist, for any reimbursable expenses hereunder. Manager shall deposit such gross earnings in a separate account maintained solely and in trust for the benefit of Artist; and, after deducting compensation and other payments permitted to Manager hereunder, shall promptly remit the remainder as directed by Artist. If Artist receives any gross earnings directly, Producer shall be deemed to hold in trust for Manager that portion of Artists gross earnings equal to Manager's compensation and the disbursements incurred by Manager on behalf of Artist. 14. EXAMINATION OF BOOKS. Artist agrees that Manager may appoint a

certified public accountant to thoroughly audit Artists books to ascertain the amounts due Manager, and Manager agrees that Artist may appoint a certified public accountant to thoroughly audit those portions of Manager's books which concern Artist. "Books" as used herein include ledgers, journals, receipt books, checks, and all other records used to record or otherwise used which concern financial matters, including such records as may be in the possession of any business manager or accountant engaged by Artist or in the possession of any accountant engaged by Manager. Such audit shall take place after thirty (30) days written notice to the other party and shall take place during normal business hours. Each party's right to audit the other shall be limited to no more than twice during any calendar year. 15. CONFLICTING INTERESTS.

(a) Artist acknowledges that from time to time during the Term hereof, other persons or entities owned and/or controlled, directly or indirectly by Manager, or Manager's shareholders, directors, officers or employees, acting alone or in association with others, may package an entertainment program in which Artist is engaged, or may act as an entrepreneur or promoter of an entertainment program in which Artist is employed, or may engage or employ Artist in connection with the production of phonograph records or motion pictures, or as a songwriter or otherwise in the connection with literary or musical works. Such activities on Manager's part shall not constitute or be deemed to constitute a breach of this Agreement or of Manager's fiduciary obligations to Artist and shall not in any way effect Manager's right to compensation hereunder, except as follows: in the event the Artist enters into any contract with an entity owned or controlled by Manager, it is agreed that Artists gross earnings under such contract shall be excluded in the calculation of Manager's compensation hereunder. Furthermore, Artist shall have the unrestricted right to seek and obtain independent management advice in respect to such contract and nothing herein shall be construed to require Artist to enter into any such contract.
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(b) Nothing contained in the immediately preceding paragraph shall be deemed to deprive Manager of its right to compensation hereunder because Manager or any firm or corporation owned by Manager, or any officer, director, shareholder or employee of Manager, has a noncontrolling interest of any kind or nature in any firm or corporation which hereafter employs or contracts for Artists services, and Artist acknowledges that Manager will be entitled to its compensation hereunder in connection with any such employment or contract. 16. OTHER PARTIES.

(a) Artist agrees not to enter into any agreement during the Term hereof with any person for the purpose of exploiting Artists talents or services, without first consulting with Manager. The term "person" or "persons" as used in this Agreement shall mean any individual, corporation, partnership, association or other business entity, and/or the legal successors or representatives of any of the foregoing. (b) It is understood and agreed that Artist may at all times engage and utilize proper theatrical agents or booking agents. However, Artist shall not engage any theatrical or booking agents during the Term hereof without first consulting with Manager. 17. PROFESSIONAL NAME. It is understood and agreed that during the Term hereof,

Artist shall perform under the professional name hereinabove set forth (the "Name"). Artist agrees not to adopt or perform under any other name during the Term hereof without first consulting with Manager. As between Manager and Artist, all rights of ownership in and to the Name belong to, and shall continue to belong to Artist. Artist agrees not to transfer or license any rights in or to the Name during the Term hereof to any third parties without first consulting with Manager. 18. WARRANTY; INDEMNIFICATION

(a) Artist hereby warrants and represents that Artist is under no disability, restriction or prohibition with respect to Artists right to execute this Agreement and perform its terms and conditions and that no act or omission by Artist hereunder will violate any right or interest of any person or firm or will subject Manager to any liability, or claim of liability to any person. (b) Artist and Manager agree to and do hereby indemnify, save and hold each other harmless from any and all losses, damages (consequential or otherwise), and expenses (including reasonable attorney's fees, expenses and court costs) arising out of or in connection with any claim which shall be inconsistent with any agreements, warranties, or representations made by Artist or Manager in this Agreement and which results in a final non-appealable judgment against the indemnified party or is settled with the prior written consent of the indemnified party. The indemnifying party agrees to reimburse the indemnified party, on demand, for any payments made by the indemnified party at any time after the date hereof with respect to any liability to which the foregoing indemnity applies. The indemnifying party shall have the right to participate at its own cost and expense with counsel of its own choosing in the defense of any claims by a third party
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under this paragraph. 19. DEFAULT. It is agreed that as a condition precedent to any assertion by Artist or

Manager that the other is in default in performing any obligation contained herein, the party alleging the default must advise the other in writing of the specific facts upon which it claimed that the other is in default and the other party shall be allowed a period of thirty (30) days after receipt of such written notice within which to cure such default. 20. 21. Intentionally deleted. ASSIGNMENT. Manager shall have the right to assign this Agreement only to a

corporation or other entity in the business of personal management into which Manager merges or which Manager now or hereafter owns, acquires or controls, in whole or in part, or of which Manager acquires a majority interest in the assets of said entity. 22. NOTICES. Except as otherwise specifically provided herein, all notices hereunder

shall be in writing and shall be given by registered or certified mail, overnight express mail, or telegraph (prepaid), at the respective addresses set forth above or such other address or addresses as may be designated by either party by written notice to the other. Such notices shall be deemed given when mailed or delivered to a telegraph office, except that notice of change of address shall be effective only from the date of its receipt. 23. LEGAL COUNSEL. Each party hereby warrants and represents that they have

been advised of their right to seek legal counsel of their own choosing in connection with the negotiation and execution of this Agreement. 24. MISCELLANEOUS PROVISIONS. This Agreement shall be deemed to have been

executed in the State of Georgia and shall be construed in accordance with the laws of said State. If any provision hereof shall for any reason be illegal or unenforceable, then, and in any such event, such unenforceability shall not affect the validity of the remaining portion and provisions hereof. In the event that this entire agreement is for any reason deemed to be invalid, illegal or unenforceable, Manager shall be entitled to the reasonable value of its services and to retain all compensation theretofore paid to Manager as the reasonable value of said services. This Agreement is the only agreement of the parties and there is no other collateral agreement (oral or written) between the parties in any manner relating to the subject matter hereof. This Agreement may not be changed or modified, or any covenant or provision hereof waived, except by an agreement in writing, signed by the party against whom enforcement of the change, modification or waiver is sought. A waiver by either party of any provision or default under this Agreement shall not be deemed or construed as a waiver of any future provision or default. The headings of the paragraphs hereof are for convenience only and shall not be deemed to limit or in any way affect the scope, meaning or intent of this Agreement or any portion thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written

MANAGER

By: _____________________________ An Authorized Signatory

Artist ________________________________ SSN: _____-_____-_____ DOB: _____/_____/_____

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