Date: As of May 5, 1999

Subject: “______________”
Composer: _____________

Ms. ___________
________________
________________

Dear _________:

The following are the basic terms of the agreement between ________
Productions ("Producer") and you covering your services in connection with Producer's
feature length theatrical motion picture tentatively entitled "__________"(the "Picture").

1. Services: Composer.

2. Commencement: May 5, 1999.

3. Delivery: _____________.

4. Completion: Upon delivery of Master satisfactory to Producer.

5. Compensation: A Composer Fee of ten thousand dollars ($10,000),

five thousand ($,5000) dollars of which Composer acknowledges receipt
of and the remainder payable as follows:

(A) $2,500 upon commencement of the recording of the

Score and the execution of the certificate of authorship;

(B) $2,500 upon completion of the recording of the

Score.

6. Recording Budget: The Recording Budget shall not exceed ten

thousand dollars ($10,000) unless otherwise pre-approved by Producer.

7. Copyright: Your work is a “work for hire” and Producer owns the
score and masters and the copyright.

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 8. Changes: Producer may, in its sole discretion, make changes,
adaptations, dramatizations, translations, editing and arrangements of the
Score.

9. Credit: Provided the recorded Score, as delivered to Producer, is

substantially embodied in the Picture, as commercially released:

(A) You shall receive a credit on all positive prints of

the Picture substantially as follows: "_____________" which shall
appear on a separate card, in the main titles of the Picture if any
other non-cast member receives main title credit (otherwise such
credit shall appear in the end titles).

(B) Credit on Soundtrack Album:

“Music By: _____________”

10. Royalties:
(A) Producer will pay to you an artist's royalty of five
percent (5%) of the suggested retail list price.

(B) Royalties payable hereunder shall be prorated.

(C) Royalties payable to you shall be defined,

computed, reduced and accounted for in the same manner and on
the same bases as Producer's royalty is defined, computed, reduced
and accounted for to Producer by its distributor(s) of the LP.

11. Mechanicals: 75% of compulsory rate.

12. Budget: Music and Recording Budget shall be approved by

Producer.

13. Name & Likeness: You hereby grant to Producer the right to use your
name, likeness and biographical data in connection with the exploitation
of the Picture, the LP and any other authorized exploitation hereunder.

14. Notices/Payments: notices, statements and payments to the respective

parties shall be given at the following addresses or such other address as
either party shall designate in writing from time to time (notices of address
changes shall be valid upon receipt):

To _________: At the address

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 set forth on page 1

PRODUCER: _________ Productions, Inc.

Address:

The parties may execute a Long Form Agreement incorporating the terms herein
in addition to the customary warranties and representations and other customary terms,
but until such time, if ever, this Agreement shall be binding upon the heirs, successors
and assigns of the parties hereto.

Yours very truly,

_______________

By __________________
Its __________________

AGREED AND ACCEPTED:

____________________

SS# _______________

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