Exhibit 10.1

                      Exclusive Recording Artist Agreement

     This  Agreement is made as of the 5th day of December,  2002 by and between
G2 COMPANIES,  INC.  (hereinafter "G2") and Joseph Donnelly,  individually p/k/a
"Jeremiah Donnelly" (hereinafter "Artist").

1. ARTIST'S WARRANTIES AND REPRESENTATIONS

     1.01. Artist represents and warrants that: (a) it is authorized,  empowered
and able to enter into and fully perform its  obligations  under this Agreement;
(b) neither this Agreement nor the  fulfillment  thereof by any party  infringes
upon the rights of any other  person or  entity;  (c) it has not and will not do
anything that impairs G2's rights under this  Agreement,  nor will it permit any
other person or entity to do so; and (d) Artist is resident in the United States
of America for income tax purposes.

     1.02.  Artist further  represents and warrants that: (a) there now exist no
prior  recorded  performances  by Artist other than those listed on the attached
Exhibit A and that no recordings  from those Masters will be released during the
term  hereof;  (c)  none  of the  Masters  delivered  to G2 by  Artist,  nor the
performances  embodied thereon, nor any other Materials,  nor any use thereof by
G2 or its  grantees,  licensees or assigns,  will  violate or infringe  upon the
rights of any third party.  "Materials,"  as used in this  Paragraph,  means all
Controlled Compositions,  each name used by Artist, any logo used by Artist, and
all other  musical,  artistic,  literary  and other  materials,  ideas and other
intellectual  properties  furnished by Artist or any other  producer  engaged by
Artist and contained or used in connection with any Masters made  hereunder,  or
the packaging, sale, advertising or other exploitation thereof.

2. TERM AND RECORDING COMMITMENT

     2.01. The Term of this Agreement shall be for an Initial Period  commencing
on the date hereof and expiring nine months thereafter.

     2.02. Artist hereby grants to G2 three (3) separate and irrevocable options
to extend the Term of this Agreement for further periods (the "Option  Periods")
commencing  immediately  upon the expirations of the Initial Period and expiring
one year after  delivery  to G2 of the  Minimum  Recording  Commitment  for said
Option  Period.  Each option  shall be  exercised  by written  notice from G2 to
Artist  postmarked or delivered  before upon the  expiration of the prior terms;
provided that, G2 shall have a thirty day right to cure any inadvertent  failure
to exercise such option.

     2.03.  During  the Term of this  Agreement  (as the  same may be  extended)
Artist agrees to produce and Artist shall deliver to G2 Masters comprising sound
alone sufficient to comprise the following (the "Minimum Recording Commitment"):


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(a)      during the Initial Period- - one (1) Album (the "First Album")

(b)      during the First Option Period- - one (1) Album (the "Second Album")

(c)      during the Second Option Period- - one (1) Album (the "Third Album")

(d)      during the Third Option Period- - one (1) Album (the "Fourth Album")


     2.04. Notwithstanding anything else herein to the contrary:

          (a) Each Album shall be  delivered  to G2 within four (4) months after
     the  commencement  of the applicable  Initial Period of Option Period.  The
     Album currently being recorded by the Artist shall,  when delivered,  count
     as the Minimum Recording Commitment for the Initial Period.

          (b) Artist  shall not commence  the  recording of any Album  hereunder
     earlier  than three (3) months  following  the  delivery to G2 of the prior
     album.

          (c) G2 shall not be obliged to accept  delivery of any Album hereunder
     earlier  than one year  following  the date of  delivery to G2 of the prior
     album. If any such premature delivery is tendered,  the contractual date of
     deliver  hereunder  of such  Album  shall be deemed to be the date one year
     following the date of delivery of the prior album,  provided that the prior
     album has been recorded and  delivered in all respects in  accordance  with
     the provisions of this Agreement and comprises acceptable Masters as herein
     provided.

          (d) In the  event  that,  during  the  Initial  Period  of the  Option
     Periods,  Artist produces more than the Minimum  Recording  Commitment,  G2
     shall as its sole option be entitled to treat such additional  material (or
     some of it) as counting towards the Minimum  Recording  Commitment (or not)
     but said  additional  material  shall be and remain the sole and  exclusive
     property of G2 subject to the provisions of this Agreement.

          (e) Each  Album  delivered  shall  consist  of not less  than ten (10)
     Masters and not less than forty-five (45) nor more than  seventy-four  (74)
     minutes of Artist's  performances.  Each Master  shall  consist of not less
     than two minutes  and thirty  seconds of  Artist's  performances.  No Album
     consisting  of  Artist's  "live"  performances  shall  be  deemed  to be in
     fulfillment  of any of  Artist's  obligations  hereunder  except  that upon
     mutual consent, in writing, a live recording may be accepted in fulfillment
     of Artist's  Minimum  Recording  Commitment.  If any such  performances are
     recorded  during the Term hereof,  G2 shall be the owner  thereof and shall
     have the right to exploit same under the same terms as contained herein for
     the First Album, except that no advance will be paid to Artist. No Multiple
     Albums shall be delivered hereunder without G2's prior written consent; any
     such  Multiple  Album  delivered  to and  accepted  by G2 shall be deemed a
     single Album for all purposes hereof.  No Mini-Album shall form part of the



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     Minimum  Recording  Commitment  unless expressly agreed in writing by G2 at
     its absolute discretion.

          (f) Artist shall deliver to G2 each Master  hereunder in the form of a
     digital  two-track stereo tape master, as well as reference discs which are
     representative of such tape masters.  Artist shall also deliver at the same
     time any  multi-track  master tapes  recorded in  connection  with the same
     project.  The two-track  stereo  master tape shall be fully edited,  mixed,
     equalized and leadered for the production of parts from which  satisfactory
     Phonograph Records can be manufactured.

          (g) As used in this  Agreement,  "delivery"  shall mean the receipt of
     all tape masters as provided herein,  as well as Artist's  submission to G2
     in  written  form of all  necessary  information,  consents,  licenses  and
     permissions  that G2 requires to  manufacture,  distribute  and release the
     Masters as Phonograph  Records,  including,  but not limited to, mechanical
     licenses,  credits,  musician and producer  releases,  and any  information
     required to be delivered to unions or other third parties. Payment of funds
     due at  delivery  by G2 shall  not be  deemed a waiver  of  information  or
     documents required hereunder.

          (h) Artist shall be available to G2 and shall perform for the purposes
     of making such music videos at such time and places as G2 shall  reasonably
     agree with  Artist.  The cost of making such music  videos  shall be deemed
     advances  hereunder and shall be fifty percent  (50%)  recoupable  from all
     sources, excluding Mechanical Royalties, payable to Artist hereunder.

3. GRANT OF RIGHTS

     3.01.  During the Term of this  Agreement,  Artist shall  furnish to G2 its
exclusive recording services throughout the Universe.  Any contract entered into
by Artist or on Artist's behalf during the Term hereof or any extensions thereof
for Artist's  performances in television or radio  broadcasts or motion pictures
or stage productions shall  specifically  exclude the right to use any recording
of such performance for the manufacture and sale of Phonograph  Records or music
videos unless  previously  authorized  in writing by G2.  Artist shall  promptly
deliver  to G2 copies of the  pertinent  provisions  of each such  contract  and
Artist will  cooperate  fully with G2 in any  controversy  dispute or litigation
which may arise in relation to the rights of G2 under this Paragraph.

     3.02.  Artist  hereby grants and assigns to G2 all rights of every kind and
the complete, unconditional, exclusive, perpetual, unencumbered title throughout
the  Universe  in  and  all  results  and  products  of  Artist's  services  and
performances hereunder,  any and all Masters,  records, tapes, sound recordings,
music  videos,  long form  videos,  and  other  material  of every  kind made or
authorized  by G2 hereunder or  otherwise  produced  during the Option Terms and
which  include the voice,  instrumental  or other sound and/or  visual  effects,
services,  or performances of Artist,  including without limitation the right to
record,  reproduce,  broadcast,  transmit,  publish, sell, exhibit,  distribute,
advertise,  exploit, perform, and use the same separately or in combination with
any other material for any purpose in any manner, under any label, trademark, or



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other identification and by any means or method, whether known or not now known,
invented, used or contemplated, and to refrain from all or any part thereof.

     3.03.  Without in any way limiting the generality of the foregoing,  Artist
hereby grants to G2 the following  rights  throughout  the Universe which G2 may
use or refrain from using as it elects in G2's sole discretion:

          (a) the  exclusive  right  during  the  Term  hereof  to  manufacture,
     distribute,  and sell anywhere in the Universe Phonograph Records and music
     videos reproducing Artist's performances;

          (b)  the  exclusive  right  for  the  full  periods  of  copyright  to
     manufacture,  distribute,  and  sell  throughout  the  Universe  Phonograph
     Records and music videos produced from Masters made during the Option Terms
     hereunder;

          (c)  the  exclusive  right  for  the  full  periods  of  copyright  to
     manufacture,  distribute,  and  sell  throughout  the  Universe  Phonograph
     Records and music videos produced from masters made during the Option Terms
     hereunder;

          (d) the  exclusive  right  to  authorize  public  performances  in the
     Universe of Phonograph  Records and music videos produced during the Option
     Terms hereunder;

          (e) the right to permit and authorize others to exercise,  directly or
     through persons designated by them, any and all G2's rights hereunder.

     3.04. (a) Each Master  (including all sound  recordings  embodied  thereon)
produced  hereunder or embodying  Artist's  performances and recorded during the
Initial Term shall belong to Artist. Artist grants G2 a security interest in and
to its copyright in the First Album to secure recoupment of all sums expended by
G2 in the recording and promotion of all Albums  recorded under this  Agreement.
Artist  further agrees to execute any document  reasonably  necessary to perfect
such security interest.  In the event Artist fails to execute any such documents
or instruments Artist hereby  irrevocably  grants G2 power of attorney,  coupled
with any interest, to execute all such security agreements.

     (b) Each Master (including all sound recordings  embodied thereon) produced
hereunder  or embodying  Artist's  performances  and recorded  during the Option
Terms shall, from the inception of its creation,  be considered a "work made for
hire" for G2 within the meaning of the U.S.  Copyright  Law. If it is determined
that a Master does not so qualify then such Master,  together with all rights in
it  (including  the sound  recording  copyright),  shall be  deemed,  and hereby
transferred and assigned to G2 by this  Agreement.  Artist agrees to execute and
deliver to G2 any and all documents or instruments which G2 may request in order
to  confirm  G2's  acquisition  and/or  title  to  the  Masters  (including  the
copyright)  as described  herein.  In the event Artist fails to execute any such
documents  or  instruments  Artist  hereby  irrevocably  grants  to G2  power of
attorney, coupled with an interest, to execute all such documents of conveyance.
All Masters  recorded by Artist from the inception of the recording  thereof and



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all reproductions  derived  therefrom,  together with the performances  embodied
thereon,  shall be entirely the  property of G2 in  perpetuity,  throughout  the
Universe,  free of any claim  whatsoever  by Artist or any persons  deriving any
rights or interests therefrom.

     3.05.  Artist shall not  authorize or permit  Artist's  performances  to be
recorded for any purpose without  obtaining an express  written  approval of G2,
and  Artist  shall  take  reasonable   measures  to  prevent  the   manufacture,
distribution  and sale of  Phonograph  Records or music  videos  containing  its
performances (and the use of Artist's name and likeness in connection therewith)
by any person or entity other than G2, its successors, licensees and assigns.

     3.06.  Artist  grants G2 the  right to  include  any  Master  produced  and
delivered  hereunder in a soundtrack  or  compilation  album,  at any time,  and
without any further advance,  except that royalties shall be payable as provided
herein.

     3.07. As used in this Agreement, "Phonograph Records" shall include any and
all mechanical reproductions of the Masters produced and delivered hereunder, in
any format,  whether now known or unknown,  including but not limited to compact
discs, cassette tapes, vinyl records, DAT tapes or any future format.

4. RECORDING COSTS AND PROCEDURES

     4.01.  Advances  payable to Artist pursuant to this Agreement are and shall
be inclusive  of all costs  incurred in the course of  producing  and  recording
Masters  hereunder  (including  without  limitation,  the costs of studio  time,
musician fees, union payments, instrument hire, producer's fees, and the cost of
tape editing,  mixing,  remixing and masters,  advances, and other similar costs
customarily  regarded in the industry as being recording  costs.) All such costs
are  sometimes  herein  referred to as  "recording  costs" and shall  constitute
advances  recoupable from royalties payable  hereunder.  G2 shall, in accordance
with the  provisions of this  Agreement,  deduct and retain out of said advances
such sums as may be necessary  to pay the said  recording  coasts.  In the event
that, as a result of an event within the control of the Artist but unapproved by
G2,  any  recording  costs  shall  exceed  the  amount  of  the  recording  fund
specifically  referred to in Paragraph 5.01.  below, then the excess costs shall
(if paid by G2)  constitute  a loan to  Artist  payable  on demand  and  without
prejudice  to G2's  other  rights  and the  same  shall,  at G2's  election,  be
recoverable  by G2 out of any  monies  payable  by G2 to Artist  or on  Artist's
behalf  hereunder.  Any recording  cost that exceeds the amount of the recording
fund  specifically  referred  to in  Paragraph  5.01  below,  but which has been
approved by G2, shall be treated as an increase in said recording fund.

     4.02. G2 and Artist shall, prior to the commencement of any recording:  (a)
mutually designate the producer(s) of all Masters hereunder;  and (b) agree on a
budget for recording  costs. G2 shall not  unreasonably  withhold its consent to
any budget for  recording  costs that is less than ninety  percent  (90%) of the
recording fund for that album as specified in Paragraph  5.01. G2 has previously
approved the budgets for the First and Second Albums.




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     4.03. Artist shall be properly  rehearsed and shall appear at the times and
places designated by G2 after  consultation with and reasonable notice to Artist
from time to time for all  recording  sessions  required  hereunder  and at each
session  Artist shall tender  their  professional  services to the best of their
ability.  G2 and Artist shall mutually designate the material to be recorded and
each Master shall be subject to G2's approval as  technically  and  commercially
satisfactory.  Upon G2's request,  Artist shall  re-record any material  until a
Master, which in G2's sole judgment is satisfactory, shall be obtained.

     4.04.  The Masters  delivered to G2 by Artist under this  Agreement and the
performances embodied therein shall be produced in accordance with the rules and
the regulations of the American Federation of Musicians, the American Federation
of Television and Radio Artists and all other unions having jurisdiction. Artist
is or will become and remain, to the extent necessary to fulfill this Agreement,
a member in good standing of all labor unions or guilds in which  membership may
be required for the performance of Artist's services hereunder.

     4.05.  Artist  shall not perform for or in  connection  with (and shall not
permit any other person or entity to use Artist's name or likeness in connection
with) the  recording or  exploitation  of any  Phonograph  Record  embodying any
Composition  recorded by Artist  under this  Agreement  prior to a date five (5)
years subsequent to the expiration or termination of the term of this Agreement,
or any extensions thereof.

     4.06. Without limiting the foregoing,  G2 shall not be required to make any
payments of any kind for, or in connection  with, the  acquisition,  exercise or
exploitation of rights by G2 except as specifically  provided in this Agreement.
Artist shall be solely  responsible  for all sums due to labor unions or guilds,
individual  musicians,  producers and all other persons or entities  entitled to
received  royalties or other payments in connection  with the sale of Phonograph
Records derived from Masters  hereunder,  although G2 will undertake to make all
such payments to the extent of the recording fund  specified in Paragraph  5.01,
and  Artist's  liability  to  producers  for  royalties  shall be limited to two
percent of retail.  None of the persons whose  performances  are embodied in the
Masters or whose  services are used in recording  the Masters  shall be bound by
any otherwise bound or restricted,  Artist shall obtain all necessary clearances
in writing.

5. ADVANCES AND RECORDING FUND

     5.01. As advances against and recoupable from royalties payable  hereunder,
G2 agrees to pay with respect to each Album  constituting the Minimum  Recording
Commitment  hereunder a sum equal to the amount by which the  applicable sum set
forth below ("Album Recording Fund") exceeds the sum of the documented  receipts
for the recording costs concerned and any other advances made to Artist prior to
delivery of the applicable Album:

Album Recording Fund:      First Album               $10,000
                           Second Album              $20,000



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                           Third Album               $35,000
                           Fourth Album              $75,000

     5.02. If net sales through normal retail  channels in the United States for
which  royalties  are  payable  pursuant  to  Paragraph  6.01(a)  below,  net of
applicable  reserves of any album shall exceed  seventy-five  thousand  (75,000)
units as of the date nine (9) months after the initial  release of that album in
the United States,  then the Album Recording Fund on the next  subsequent  album
shall be increases by Ten Thousand Dollars ($10,000).

     5.03.  The  advances  due under  Paragraph  5.01 shall be payable  promptly
following  the deliver to G2 of (a) the Minimum  Recording  Commitment;  (b) the
documents  required under Paragraph 2.4(g);  and (c) all invoices  pertaining to
the recording of the Minimum Recording  Commitment.  With respect to payments to
be made  following  delivery,  G2 shall have the right to  withhold  ten percent
(10%) for ninety (90) days to provide for  anticipated  costs which have not yet
been paid.

     5.04. All advances paid to Artist or on Artist's behalf shall be recoupable
against the royalties  payable under this  Agreement,  from whatever the source,
except that advances shall not be recoupable against Mechanical Royalties except
as provided for in Paragraph 8.01.

6. ROYALTIES

     6.01.  Subject to  Artist's  compliance  with all  obligations  required of
Artist hereunder and subject as otherwise  granted herein, G2 will pay to Artist
for the rights  granted  herein and for the  services  performed  hereunder  the
royalties set out below, being percentages of one hundred percent (100%) of G2's
published  wholesale  price,  exclusive of taxes and duties actually paid by G2,
and the  container  cost  deductions  specified  below for all records and music
videos manufactured, sold and not returned, and for which G2 is paid reproducing
exclusively Masters recorded hereunder, namely:

          (a) With respect to the sales for distribution in the United States of
     Albums reproducing exclusively Masters hereunder: Twenty Percent (20%).

          (b) The royalty rate with respect to 12-inch  singles shall be fifteen
     percent (15%).

          (c) The royalty rate with respect of 7-inch  singles and other records
     shall be twelve percent (12%).

          (d) The royalty rate with respect to the following is thirteen percent
     (13%):  records sold to any government body, PX sales, sales to educational
     institutions, record clubs, soundtrack records, compilation records, budget
     records  (defined as a record which is sold as wholesale  price of at least
     fifty  percent but less than  eighty  percent of G2's  published  wholesale
     price),  and EP records  (defined as records  containing  between three and
     nine  Masters):  except that the  royalty  rate for  compilations  releases



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     exclusively on the G2 label shall be twenty  percent  (20%).  Royalties for
     soundtracks and  compilations on which Artist appears with other performers
     shall be pro-rated in the same  proportion that Artist's Master bear to the
     entire album.

          (e) Foreign royalty rate: The rate for the records  manufactured by G2
     or G2's affiliates and sold outside the United States will be sixty-six and
     two-thirds  percent  (66 2/3%) of the  applicable  royalty  except that the
     royalty rate for masters  licensed by G2 outside the United States shall be
     fifty percent (50%) of the net income therefrom.  Net income shall mean all
     income  received  less third party out of pocket  expenses to establish the
     license,  third  party out of pocket  collection  costs,  foreign  currency
     exchange, wire transfer fees and applicable taxes.

          (f) Royalty rate for music  videos sold and not returned  shall be ten
     percent (10%) of G2's published wholesale price.

7. ROYALTY PAYMENTS

     7.01.  Royalties earned hereunder will be accrued  semi-annually  and paid,
less all  advances,  taxes,  and any  other  charges,  within  sixty  (60)  days
following  each  June 30th and  December  31st for the  preceding  six (6) month
period, in accordance with G2's regular accounting practices. G2 shall, however,
have the right to establish reasonable reserves for returns and exchanges,  said
reserves not to exceed thirty percent (30%). Each reserve established  hereunder
shall be liquidated at the end of the following  semi-annual period. If G2 makes
any overpayment of royalties  (e.g., by reason of an accounting  error or paying
royalties  on Records  returned  later),  G2 shall have the right to offset such
overpayment against any subsequent payment due to Artist from G2.

     7.02. Each royalty payment hereunder shall be accompanied by a statement in
accordance with G2's regular  accounting  practices.  Said  statements  shall be
provided to Artist within sixty (60) days of the end of each  calendar  quarter,
even though  royalty  payments  are  semi-annual.  Each  statement  shall become
binding upon Artist and Artist shall  neither have nor make any claim against G2
with respect to such  statement,  unless Artist shall advise G2, in writing,  of
the  specific  basis of such  claim  within one (1) year after the date G2 mails
such statement. G2's accounting books and records will be kept and maintained in
accordance with generally accepted accounting principles, consistently applied.

     7.03.  Artist shall not be entitled to recover damages or to terminate this
Agreement  for any  reason  because  of a claimed  breach by G2 of its  material
obligations  hereunder,  unless G2 has failed to remedy such breach within sixty
(60) days following receipt of written notice thereof.  Artist will not have the
right  to  sue G2 in  connection  with  any  royalty  accounting,  or sue G2 for
royalties  accrued  by Artist  during the  period a royalty  accounting  covers,
unless  Artist  commences  the suit within two (2) years after the date when the
statement  in question is rendered to Artist.  If Artist  commences  suit on any
controversy or claim  concerning  royalty  accountings  rendered to Artist under
this Agreement,  the scope of the proceeding will be limited to determination of



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the amount of royalties due for the  accounting  periods  covered and reasonable
attorney fees, and the court will have no authority to consider any other issues
or award any relief  except  recovery of any  royalties  found  owing.  Artist's
recovery  of any such  royalties  and  attorney's  fees will be the sole  remedy
available to Artist by reason of G2's royalty accountings.  Without limiting the
generality  of the  preceding  sentence,  Artist will not have any right to seek
termination  of this  Agreement or avoid the  performance  of their  obligations
under it by reason of any such claim.  Artist's  remedy for G2's willful refusal
to permit it to record  its  Minimum  Recording  Commitment  shall be limited to
termination of this Agreement.

     7.04.  G2 agrees that Artist  may,  not more than once during any  calendar
year, but only once with respect to any statement rendered hereunder,  audit its
books and records for the purpose of determining the accuracy of G2's statements
to Artist.  If Artist wishes to perform any such audit,  Artist will be required
to notify G2 at least  thirty  (30) days  before the date when  Artist  plans to
begin the audit.  If Artist's audit has not been completed  within one (1) month
from the time Artist  begins it, G2 may require  Artist to terminate it on seven
(7) days  notice  to Artist  and G2 will not be  required  to  permit  Artist to
continue  the  examination  after the end of that seven (7) day  period.  Artist
shall not be entitled to examine any manufacturing  records or any other records
which do not specifically report sales of Records or calculation of net receipts
on which  royalties  are  accruable  hereunder.  All audits shall be made during
regular  business  hours,  and  shall be  conducted  on  Artist's  behalf  by an
independent  Certified  Public  Accountant.  Each  examination  shall be made at
Artist's  sole expense at G2's regular  place of business in the United  States,
where the books and records are maintained.

8. MECHANICAL LICENSES AND ROYALTIES

     8.01. All Controlled Compositions (defined as musical compositions composed
in whole or in part by any individual  member of Artist) are hereby  licensed to
G2 and its licenses  for  reproduction  on  Phonograph  Records  anywhere in the
Universe. Royalties for the mechanical license herein granted shall be at a rate
equal to seventy-five  percent (75%) of the current minimum U.S.  statutory rate
(including the "long work" rate, if applicable) for royalty-bearing records sold
and not returned and for which G2 is paid,  excluding any instance  where G2 and
Artist are sharing income under  Paragraph  6.01(e) above. In no event shall the
mechanical  royalties  payable hereunder for any Album exceed ten (10) times the
rate set forth above. The foregoing also applies to music videos,  as well as to
any instance  where such a license must be executed in favor of G2, G2 shall not
recoup from  mechanical  royalties due to Artist any advances  payable to Artist
except:  (a) excess recording costs under Paragraph 4.01; (b) overpayments under
Paragraph 701; and (c) any advances or cash or consigned materials (or the like)
to Artist.

     8.02.  If any  record  contains  one or  more  compositions  which  are not
Controlled  Compositions,  then G2 will have the right to reduce  the  amount of
Mechanical  Royalties payable on the Controlled  Compositions by an amount equal
to the amount of mechanical royalties payable on non-Controlled Compositions.



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9. TRADEMARKS

     9.01.  Artist  shall  perform  under  the  professional   name,   "Jeremiah
Donnelly". Artist warrants and represents that it is the sole owner of such name
in connections with Phonograph Records during the term hereof.  Artist shall not
use a different name in connection with Phonograph  Records unless Artist and G2
mutually  agree in  writing.  Artist  agrees  that G2 may  cause a search  to be
instituted for the purpose of determining  whether any professional name used by
Artist has been or is being used by another person in connection with Phonograph
Records. G2 may cause one or more federal  applications for trademark protection
to be made in  favor of  Artist  for  Phonograph  Records  and/or  entertainment
purposes.  Any amounts up to One  Thousand  Seven  Hundred  Dollars  ($1,700.00)
expended by G2 pursuant to this Paragraph shall be deemed Advances hereunder. If
the trademark  search indicates that such name should not be used, G2 and Artist
shall mutually agree on a substitute name for Artist.  Nothing  contained herein
shall release Artist from its indemnification of G2 with respect to Artist's use
of such name.

10. FREE GOODS

     10.01.  No royalties shall be payable with respect to records given away or
furnished  on a "no charge"  basis to  one-stops,  rack  jobbers,  distributors,
dealers,  radio  stations,  television  stations or film  companies,  theatrical
hooking agencies,  print media, music publishers or the like, provided that such
records do not exceed one hundred (100) non-royalty bearing Singles out of every
one thousand  (1,000)  Singles  distributed  and one hundred  (100)  non-royalty
bearing  Albums out of every one thousand  (1,000)  Albums.  Any record sold for
less than  fifty  percent  (50%) of G2's  published  wholesale  price  will be a
non-royalty bearing record.

     10.02. During each applicable contract period, G2 shall provide Artist with
fifteen (15)  non-royalty  bearing  copies of Artist's  then current Album at no
charge to the Artist.

11. CONTAINER COSTS

     11.01. G2's container deduction shall be a sum equal to: one dollar ($1.00)
for  singles,  one dollar and fifty  cents  ($1.50) for LPs and  cassettes,  two
dollars ($2.00) for double LP sets and compact discs,  three dollars ($3.00) for
double cassettes,  and four dollars ($4.00) for other formats,  including double
compact disks, and all video formats.

12. INDEMNIFICATIONS

     12.01. Artist agrees to and does hereby indemnify, save and hold G2 and its
licensees  harmless of and from any and all liability,  loss,  damage,  cost, or
expense (including all legal expenses and reasonable  attorney fees) arising out
of or  connected  with  any  breach  of this  Agreement  or any  claim  which is
inconsistent  with any of the  warranties or  representations  made by Artist in
this Agreement, and Artist agrees to reimburse G2 on demand for any payment made



<PAGE>

or  incurred  by G2 with  respect to the  foregoing  if the claim  concerned  is
settled or has resulted in a final judgment against G2 or its licensees. Pending
the  determination  of any  claim  with  respect  to  which  G2 is  entitled  to
indemnity,  G2 may withhold monies which would be otherwise payable to Artist up
to the amount of its potential liability.

13. DEFAULT AND TERMINATION

     13.01.  In the event of any default or breach by Artist in the  performance
of any of Artist's obligations hereunder, G2 may, without prejudice to its other
rights,  claims or remedies,  suspend its obligations hereunder for the duration
of such  default  or breach  and until the same has been  cured and may,  at its
option,  extend the Term for a period  equal to all or any part of the period of
such  default or breach,  and in such event the dates for the  exercise by G2 of
the Option Periods  hereunder and the dates of  commencement  of each subsequent
Option Period shall be extended accordingly.

14. FORCE MAJEAUR

     14.01.  If G2's  material  performance  hereunder  is  delayed  or  becomes
impossible or impractical because of any act of God, fire,  earthquake,  strike,
act of government or any order, regulation, ruling, or action of any labor union
or  association  of  artist  affecting  G2 or Artist  or the  phonograph  record
industry,  G2,  upon notice to Artist may  suspend  its  obligations  under this
Agreement for a period not to exceed one (1) year,  and in such event the number
of days  equal to the  number of days of such  suspension  shall be added to the
then-current  period  of the Term  thereof.  In the  event  that  G2's  material
performance hereunder is delayed or becomes impossible or impractical because of
any civil strife,  G2, upon notice to Artist,  may suspend its obligations under
this Agreement for the duration of such delay, impossibility or impracticability
and in such  event  the  number  of days  equal  to the  number  of days of such
suspension shall be added to the then-current period of the Term thereof.

15. MERCHANDISING

     15.01.  Artist hereby grants G2 the exclusive right to  manufacture,  sell,
license,  distribute  and exploit,  through the Universe and by  mail-order  and
through  retail sources of, without  limitation,  all  merchandise or every kind
featuring the Artist (name/logo/likeness), during the term of this Agreement.

     15.02.  It is  expressly  agreed and  understood  that any contract for the
purpose  of  merchandising  Artist  entered  into by G2  during  the Term  shall
continue in full force and effect in accordance with the provisions  thereof for
a period not to exceed one (1) year following the expiration of the term of this
Agreement.

     15.03. In the case of such products or property manufactured and sole by G2
or by any  associated  company,  Artist shall be entitled to a royalty of twenty
percent  (20%)  of the  adjusted  gross  receipts  therefrom.  As  used  in this
paragraph,  the term "adjusted gross" shall mean gross revenues from the sale of
applicable  merchandise,  less  venue  commissions  and  state  sales  tax where



<PAGE>

collected  and actually  paid. In the event that G2 licenses to other any of its
rights under this clause then Artist shall  received  fifty percent (50%) of the
net receipts therefrom. As used in this paragraph, the term "net receipts" shall
be calculated as gross  revenues  from the sale of the  applicable  merchandise,
less the cost  actually  incurred  and paid by G2 or its  licensing  company for
manufacturing;  sales personnel salaries and/or  commissions,  venue commissions
and state sales tax where collected and actually paid.

     15.04.  Artist has the right of approval of all merchandising  artwork,  so
long as said  approval is that  unreasonably  withheld.  During the Term of this
Agreement,  Artist  shall cause the  inclusion of G2's logo and proper name at a
reasonable size and position on all merchandise.

     15.05. No royalties shall be payable with respect to merchandise given away
or furnished on a no-charge  basis.  Upon  Artist's  request,  G2 shall  provide
Artist with twenty (20) non-royalty-bearing  samples of each item of merchandise
at no charge.

16. ARTWORK

     16.01. Artist agrees that G2 is the owner of any and all artwork, LP jacket
art, and  promotional  artistic  renderings  undertaken or completed  within the
Option Terms of this Agreement. Artist shall have the right to use artwork which
has been mutually approved by G2 and Artist for the purpose of Merchandising.

17. NOTICES

     17.01.  All  notices,  demands or the like which are  required  to be given
hereunder shall be in writing and may be served upon the other party  personally
by Registered Mail, Return Receipt Requested or by telecopy (facsimile).  Notice
to Artist will be received by:__________________________________________________
and notice to G2 will be received by: Gust Kepler, G2 Companies, Inc., 14110 N.
Dallas Parkway, Suite 365, Dallas, TX 75254.

18. PROMOTIONS AND ADVERTISING CAMPAIGNS

     18.01.  Any  promotional  monies  spent by G2 on behalf of Artist are fifty
percent (50%)  recoupable from monies otherwise due to Artist from G2, excluding
Mechanical  Royalties,  notwithstanding the source. Any promotional monies spent
on behalf of Artist in combination with other G2 Artist shall be recoupable from
Artist on a pro-rata basis.

     18.02. G2 is not obligated to produce a promotional  video for Artist,  but
if G2  undertakes  to  produce  said  video,  the  cost is fifty  percent  (50%)
recoupable from royalties,  excluding Mechanical Royalties,  notwithstanding the
source.  The cost of  producing  nonpromotional  videos  intended for resale are
fully recoupable.



<PAGE>



19. CONTROLLING LAW

     19.01.  This  Agreement is entered into and  performable  in Dallas County,
Texas and the validity,  interpretation and legal effect of this agreement shall
be governed by Texas law.  Venue for any legal action shall be in Dallas County,
Texas.

20. REMEDIES

     20.01.  Artist  acknowledges,  recognizes  and  agrees  that  his  services
hereunder are of a special,  unique,  unusual,  extraordinary  and  intellectual
character  which  gives  them a  peculiar  value,  the loss of which  cannot  be
reasonably  or  adequately  compensated  for by  damages  in an  action  of law.
Inasmuch as a breach of such  services  will cause G2  irreparable  damages,  G2
shall be entitled  to  injunctive  and other  equitable  relief,  in addition to
whatever  legal  remedies are  available,  to prevent or cure any such breach or
threatened breach.

21. HEADINGS

     21.02.  The headings of the clauses  herein are  intended  for  convenience
only,  and  shall  not be of any  effect  in  construing  the  contents  of this
Agreement.

22. RELATIONSHIP

     22.01.  Artist  has the status of an  independent  contractor  and  nothing
herein contained shall  contemplate or constitute  Artist of its members as G2's
agents or  employees.  This  Agreement  does not and shall not be  construed  to
create a partnership or joint venture between the parties to this Agreement.

23. VALIDITY AND MODIFICATIONS

     23.01. The invalidity or unenforceability of any provision shall not affect
the validity or enforceability of any other provision.  This Agreement  contains
the entire  understanding  of the parties  relating to its  subject  matter.  No
change of this  Agreement will be binding unless signed by all parties hereto or
their duly authorized representatives. A waiver by either party of any provision
of this  Agreement  in any  instance  shall  not be  deemed  to waive it for the
future.  All remedies,  rights,  undertakings and obligations  contained in this
Agreement  shall be  cumulative  and none of them shall limit any other  remedy,
right, undertaking or obligation.

24. ASSIGNMENT

     24.01. G2 may assign its rights under this Agreement in whole or in part.

25. LEGAL REPRESENTATION



<PAGE>


     25.01.  Artist,  by their  signature  hereto,  confirms that G2 has advised
Artist to take independent legal counsel,  from a lawyer specializing  generally
in  the  music  business  and  specifically  in  the  negotiation  of  recording
agreements, on the terms and conditions of this Agreement and on the obligations
being undertaken by Artist in executing the Agreement.

26. COOPERATION

     26.01. Artist shall execute such other documentation and shall give further
assurances  as may  reasonably  be  necessary  or  desirable  for the purpose of
vesting,  confirming,  protecting or further  assuring any of the rights granted
herein.

27. DISCLAIMER

     27.01.  G2 has not  made and does not  hereby  make any  representation  or
warranty with respect to the extent of the sales of records or the  exploitation
of the music videos hereunder.


SIGNED THIS 5th  DAY OF DECEMBER, 2002.

G2 COMPANIES, INC.

By:____________________________
     Gust Kepler, President

14110 North Dallas Parkway
Suite 365
Dallas, TX 75254

ARTIST:

P/k/a:______________________________


By:_________________________________
Printed Name: Joseph Donnelly
SSN: 505-2305831



Artist Address:_____________________
____________________________________
____________________________________