Co-publishing Agreement

CO-PUBLISHING AGREEMENT


AGREEMENT made as of the lst day of October, 1999, by and between Antra Music Group, Inc. d/b/a Antraphil Music or such other publishing designee as Antra Music Group, Inc. may designate, at 1515 Locust Street, Philadelphia PA 19102 (collectively the "Publisher", "we", "us", "our") and Jeffrey Brown p/k/a "Crush," c/o James Elam, IV, Dilworth, Paxson LLP, 1735 Market St., Philadelphia, PA 19103-7595 ("Writer", "you", "your").


For good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties, the parties, intending to be legally bound, hereby agree as follows:


1. TERM


(a) The "Recording Agreement" is defined as the exclusive artist recording agreement dated as of October 1, 1999, as same may be amended from time to time, between Antra Music Group, Inc. ("Antra") and Jeffrey Brown p/k/a "Crush" ("Artist").


(b) The term of this Agreement (the "Term") shall commence on the date hereof and shall continue (subject to the remaining provisions of this paragraph 1) for a first contract period (the "Initial Period") ending ninety (90) days after delivery (as defined in the Recording Agreement) of all materials required to be delivered with respect to the Recording Commitment for the First Renewal Period under the Recording Agreement.


(c) Writer hereby grants Publisher seven (7) separate, irrevocable and exclusive options to extend the Term for additional Contract Periods (each of which additional Contract Periods may sometimes herein be referred to as "Option Period(s)") on the same terms and conditions applicable to the Initial Period. Each such option shall be deemed automatically exercised if Antra exercises the option for the next succeeding Album of the Recording Commitment under the Recording Agreement, unless Publisher notifies Writer in writing that Publisher has elected not to exercise an option hereunder, which notice shall be sent on or before ninety (90) days following the delivery (as defined in the Recording Agreement) of all materials required to be delivered in connection with the next succeeding Album of the Recording Commitment under the Recording Agreement (by way of illustration but not by way of limitation, Publisher shall have the right to decline to exercise its option to extend the Term for a second Option Period hereunder on or before ninety (90) days after delivery of the Recording Commitment for the Second Renewal Period under the Recording Agreement); if Publisher exercises an option hereunder, the Term shall be deemed automatically extended until ninety (90) days after


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delivery of all materials required to be delivered in connection with the next succeeding Album of the Recording Commitment under the Recording Agreement. Notwithstanding anything contained herein, the Term of this Co-Publishing Agreement shall be coterminous with the Term of the Recording Agreement.


2. GRANT OF RIGHTS


(a) Subject to Publisher's exclusive administration rights and the other rights herein granted to Publisher, Writer hereby irrevocably assigns, conveys and sets over to Publisher, an undivided fifty percent (50%) interest in the right, title and interest in all Compositions, including without limitation, the copyrights and all renewals and extensions of such copyrights, all claims and causes of action related to any Compositions accrued or accruing at any time, the right to secure copyright and renewal rights therein and thereto, and all other rights in the Compositions throughout the Universe (the "Territory"), in perpetuity. The Compositions shall be registered for copyright by Publisher in the names of Publisher and Writer in the Office of the Register of Copyrights of the United States of America. The Compositions subject to this agreement are (i) all musical compositions created by Writer, alone or in collaboration with others, during the Term hereof; and (ii) all musical compositions created by Writer, alone or in collaboration with others, prior to the commencement of the Term hereof which are not subject to an existing songwriting or publishing agreement (individually and collectively "Compositions").


(b) Without limiting the generality of paragraph 2 (a) above, Publisher shall have the sole and exclusive rights throughout the Territory for the full term of the copyright and all renewals and extensions thereof with respect to each of the Compositions:


(i) to print, publish and sell printed copies of the Compositions in any and all parts of the Territory;


(ii) to grant non-exclusive licenses to manufacture parts for mechanical and electrical reproduction including phonographic records and transcriptions; and to collect all royalties and fees payable by reason thereof;


(iii) to grant the rights of public performance of the Compositions, including broadcasting and television, and to license such rights throughout the World; and to collect all royalties and fees payable by reason thereof including any and all performance monies or royalties payable to Publisher in respect of the Compositions by the American Society of Composers, Authors and Publishers, Broadcast Music, Inc. or any other performing rights organization, provided, however, that Writer shall be entitled to


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collect the so-called Writer's share of such performance income from such performing rights organization(s) which pay such share directly to Writer;


(iv) to grant licenses for synchronization, recording, reproduction and use of the Compositions in and with motion pictures, television films and commercial advertisements; to make copies of the recordings thereof; and to import, distribute and exploit such copies into all countries of the world;


(v) to collect any and all royalties, fees and other monies earned with respect to the Compositions (including, without limitation, any royalties, fees or other monies earned prior to the date hereof but not collected as of the date hereof);


(vi) to grant to third parties all rights granted hereunder to publisher;


(vii) to make any and all arrangements and adaptations of the Compositions of any kind or nature, to produce any new lyric thereof or a translation of the original lyrics thereof or of any new lyric thereof, to change the title thereof, and to do every other act and thing in respect of the Compositions to make the same suitable and proper for publication in the Territory (and to publish, use and exploit the Compositions with or without any such arrangement, adaptation, new lyric or translation thereof in the Territory), which new matter shall be jointly owned by Writer and Publisher in accordance with the provisions of this Agreement; and


(viii) to otherwise administer and grant rights in, to and under the Compositions and the copyrights therein.


(c) Writer hereby authorizes and appoints Publisher as Writer's attorney-in-fact, irrevocably, to secure and renew or extend, for Publisher's benefit, the copyright in the Compositions and to execute in Writer's name any and all documents and instruments necessary or desirable to accomplish the foregoing or to evidence Publisher's and Writer's ownership of such copyrights (including the Exhibits attached to this Agreement), such power being coupled with an interest is irrevocable.


(d) During the Term hereof, any person with whom Writer may wish to collaborate as author, composer, arranger or adaptor of any compositions or related work shall agree in writing prior to the commencement of such collaboration that such person will be bound by the terms and conditions hereof respecting Writer with respect to all the results and proceeds of the collaborative effort. Without limiting the generality of the foregoing, Publisher shall be the publisher of such collaborative work(s), subject to the terms and conditions hereof.


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3. NAME AND LIKENESS


Publisher shall have the irrevocable and perpetual right to use, reproduce, print, publish and disseminate (and to allow others to do so) the name and likeness of Writer, and biographical material pertaining to Writer and any other writer(s) for the purposes of trade in exploiting the Compositions, and in advertisements for Publisher.


4. ADVANCES


With respect to the Compositions embodied on the first Album of the Recording Obligation pursuant to the Recording Agreement, Publisher shall pay to Writer an advance of Ten Thousand Dollars ($10,000) in accordance with the following schedule: $3,500 which Writer acknowledges having received already (which payment, although made prior to the date hereof, shall be deemed to have been made in connection with the first Album of the Recording Obligation), $2,500 payable upon full execution of this Agreement and the Recording Agreement, $2,500 on or before thirty (30) days after the full execution of this Agreement and the Recording Agreement, and $1,500 on or before sixty (60) days after the full execution of this Agreement and the Recording Agreement, all of which shall be applied against and recouped from all sums payable by Publisher to Writer pursuant to Article 5 below.


5. ROYALTIES


On condition that Writer is not now or hereafter during the Term in material breach of the terms and conditions of this Agreement, Publisher agrees to pay to Writer the royalties and fees set forth below, of all net amounts actually received by Publisher in the United States in United States Dollars in respect of its exploitation of the Compositions:


(a) Public Performance Income: Fifty percent (50%) of Publisher's Ne ...