Exclusive Recording Artist Agreement

         This  Agreement  is made as of the  __th day of  January  , 2003 by and
between G2 COMPANIES, INC. (hereinafter "G2") and Neil Swanson and Justin Jones,
both individually and jointly, and p/k/a "OneUp" (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 there of 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  of 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  Artists  other  than  those  listed on the
attached  Exhibit  A; (b) that it owns all of the  rights in and to the  Masters
listed in Exhibit A; (c) none of the Masters delivered to G2 by Artists, 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 by this  Paragraph  means all
Controlled Compositions, each name used by Artists, 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 producers  engaged by
Artist and contained or used in connection with any Masters made  hereunder,  or
the packaging, sale, advertising or other exploitation thereof.  Notwithstanding
the foregoing,  the parties  acknowledge that the recordings listed in Exhibit A
are being acquired by G2 under this  Agreement,  and shall count toward Artist's
Minimum Recording Commitment.  In addition,  the parties acknowledge that Artist
has already begun  recording its Minimum  Recording  Commitment  for the Initial
Period.

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 G2 three  (3)  separate  and  irrevocable
options to extend the Term of this  Agreement  for further  periods (the "Option
Periods"_  commencing  immediately upon the expiration of the Initial Period and
expiring nine months after  delivery to G2 of the Minimum  Recording  Commitment
for said Option  Period.  Each option shall be exercised when G2 sends a written
notice to Artist that the option is being exercised at least sixty days prior to
the  commencement  of the Option Period;  provided that G2 shall have a right to
cure any  failure  to send  such a notice  at any time up to ten days  following
receipt of a written  notice from Artist that the  deadline  for  exercising  an
option has passed.

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         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"):

(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 five (5) months  after
the commencement of the applicable Initial Period or Option Period.

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

         (c) G2 shall not be obliged to accept  delivery of any Album  hereunder
earlier  than nine  months  following  the date of  delivery  to G2 of the prior
album.  If any such  premature  delivery is tendered,  the  contractual  date of
delivery  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 or 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
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 recording 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 Minimum  Recording  Commitment unless expressly agreed in writing by
G2 as its absolute discretion.

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         (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 permission  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  times and  places as G2 shall  reasonable
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 and merchandise  royalties,  payable to Artists
hereunder.

         (i) G2 shall  release a minimum  of one  thousand  copies of each Album
delivered by Artist,  within ninety days of its delivery.  G2 shall have a right
to cure any  failure  to  timely  make such  release  at any time up to ten days
following the receipt of a written notice from Artists that the deadline release
has passed.  Failure to cure by G2 shall  entitle  Artist to buy the  unreleased
Masters for one hundred ten percent (110%) of the Recording Costs spent by G2 on
the Masters,  provided that Artist delivers  written notice of its intent to buy
the Masters  within ten days of the  expiration of G2's right to cure,  and pays
the  purchase  price in full  within  ninety  days of  delivery of its notice of
intent.

3. GRANT OF RIGHTS

         3.01. During the Term of the 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, which authority shall not
be  unreasonably  withheld.  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.

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         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 to all results and products of Artist's  services
and performances  hereunder (being the recording of musical performances and the
sound  recordings  in Exhibit A), 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 Initial Term
and/or  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 any combination with any other material for any purpose in any manner,  under
any  label,  trademark,  or other  identification  and by any  means or  method,
whether known or not 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 produced from Masters made during the Terms hereunder;

         (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 Terms hereunder;

         (c) the exclusive right in all media and forms to advertise, publicize,
and  exploit  anywhere  in the  Universe  Phonograph  Records  and music  videos
produced  during the Terms hereunder by any and every means,  particularly,  but
without limiting the generality of the foregoing, to use the name, including the
professional  name,   approved  photograph  and/or  likeness  of,  and  approved
biographical  material  concerning  Artist  for  advertising,   publicizing  and
otherwise exploiting said Phonograph Records and music videos, said approval not
to be unreasonably withheld;

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

         (e) the right to permit and authorize  others to exercise,  directly or
through persons designated by them, any and all of 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
Terms 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

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such security interest.  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 security agreements.

         (b)  Each  Master  (including  all  sound  recording  embodied  thereon
produced hereunder or embodying Artist's  performances recorded during the 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 are 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
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 (an 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 mean 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  mastering,  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
be  paid  by G2  and  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  costs.  In the event that, as a result of an event within the control

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of the Artist, 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.

         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.

         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
satisfactory  and similar in style to Artist's current  performances.  Upon G2's
request,  Artist shall re-record any material until a Master, which in G2's sole
judgment is satisfactory, shall have been obtained.

         4.04.  The Masters  delivered to G2 by Artist under this  Agreement and
the performances embodies therein shall be produced in accordance with the rules
and 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 date four (4) 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 receive  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 fun specified in Paragraph
5.01.  None of the persons  whose  performances  are  embodied in the Masters or
whose  services are used in record the Masters  shall be bound by any  agreement

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that would  restrict such  performances  or services,  or to the extent they are
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 greater of
(1) the applicable sum set forth below;  or (2) a sum equal to two-thirds of the
royalties  actually  accruing to Artist on the immediate prior Album exceeds (3)
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"):

Album Recording Fund:      First Album               $10,000
                           Second Album              $20,000
                           Third Album               $35,000
                           Fourth Album              $50,000

         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)
unites as of the date nine (9) months after the initial release of that album in
the United States,  then the Album  Recording Fun on the next  subsequent  album
shall be increased by Ten Thousand Dollars ($10,000).

         5.03. The advances due under  Paragraph 5.01 shall be payable  promptly
following the delivery to G2 of: (a) the Minimum Recording  Commitment;  (b) the
documents required under the Paragraph 2.04(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 no 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 the
Artist for the rights granted  percentages of one hundred  percent (100%) of the
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:

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         (a) With  respect to sales for  distribution  in the  United  States of
Albums reproducing  exclusively  Masters  hereunder:  Twenty Four percent (24%).
This royalty  reverts to Twenty percent (20%) if this Agreement is assigned to a
Major Record Label or a label distributed by a Major Record Label.

         (b) The royalty  rate with respect to 12-inch  singles  shall be twenty
percent (20%).  This royalty  reverts to fifteen percent (15%) if this Agreement
is assigned to a Major  Record  Label or a label  distributed  by a Major Record
Label.

         (c) The royalty rate with respects of 7-inch  singles and other records
shall be fifteen percent (15%).  This royalty reverts to twelve percent (12%) if
this  Agreement is assigned to a Major Record Label or a label  distributed by a
Major Record Labor.

         (d) The royalty rate with respect to the  following is fifteen  percent
(15%)  [thirteen  percent (13%) if this  Agreement is assigned to a Major Record
Label or a label  distributed  by a Major  Record  Label]:  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 at a  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  released  exclusively  on the G2 label  shall be  twenty-five
percent  (25%) [twenty  percent  (20%) if this  Agreement is assigned to a Major
Record Label or a label  distributed  by a Major Record  Label.]  Royalties  for
soundtracks and compilations on which Artist appears with other performers shall
be pro-rated in the same proportion  that Artist's  Master(s) bear to the entire
album.

         (e) Foreign  royalty rate: The rate for the records  manufactured by G2
or G2's  affiliates and sold in Canada will be eighty-five  percent (85%) of the
applicable  royalty rate, and sales outside the United States and Canada will be
seventy-five  percent (75%) of the applicable royalty rate. 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 our 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 twenty
percent (20%) of G2's  published  wholesale  price.  The royalty rate for videos
licensed by G2 shall be fifty percent (50%) of the net income therefrom.

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 (6) 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

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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,  excluding
mechanical royalties and merchandise royalties.

         7.02.  Each  royalty  payment  hereunder  shall  be  accompanied  by  a
statement in accordance with G2's regular accounting  practices.  Each statement
shall  become  binding  upon Artist and Artist  shall  neither have nor make any
claim  against G2 with respect to such a statement,  unless  Artist shall advise
G2, in writing,  of the specific  basis of such claim within two (2) years after
the date G2 mails such statement.  G2's  accounting  books and records will 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 the determination
of 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  accounting.  Without limiting the
generality  of the  preceding  sentence,  Artist will not have the right to seek
termination  of this  Agreement or avoid the  performance  of their  obligations
under it by reason of any such claim.  However, in the event that G2 is found by
a court to have  breached  its  obligation  to account for an pay  royalties  to
Artist,  then any unexercised options to extend the term of this agreement shall
be void.  Artist's  remedy for G2's  willful  refusal to permit it to record its
Minimum Recording Contract shall be an option to terminate 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 ten (10) days before the date when  Artist  plans to being
the audit.  If Artist's audit has not been  completed  within one (1) month from
the time Artist  begins in, 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 no
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 and/or licensed attorney.  Each examination shall be made at Artist's
sole expense at G2's regular place of business in United States, where the books
and records are maintained.

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8. MECHANICAL LICENSE 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 licensees 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 minimum U.S. statutory rate in
effect at the time the recording is first  released  (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 any
advances of cash or consigned materials (or the like) to Artist.

         8.02.  If any record  contains one of 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.

9. TRADEMARKS

         9.01. Artist shall perform under the professional name, "OneUp." Artist
warrants  and  represents  that it is the sole owner of such name in  connection
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  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
require Artist to file a federal application for trademark protection to be made
in favor of Artist for  Phonograph  Record and/or  entertainment  purposes.  Any
amounts up to One Thousand Seven Hundred Dollars ($1,700.00)  expended by Artist
in successfully  obtaining a requested trademark  registration  pursuant to this
Paragraph  shall be  reimbursed  by G2 and  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,

<PAGE>

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
non-royalty bearing record.

         10.02.  During each applicable contract period, G2 shall provide Artist
with thirty (30 ) 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. INDEMNIFICATION

         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
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  indemnity,
G2 may  withhold  monies  which would be  otherwise  payable to Artist up to the
amount of it's potential liability.

         12.02.  G2 agrees to defend and does  hereby  indemnify,  save and hold
Artist  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 claim which is inconsistent  with any of the warranties
or  representations  made by G2 in this  Agreement,  and G2 agrees to  reimburse
Artist on demand for any payment  made or incurred by Artist with respect to the
foregoing if the claim  concerned is settled or has resulted in a final judgment
against Artist.

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.

<PAGE>

14. FORCE MAJEUR

         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 artists  effecting G2 or Artist under the  phonograph  record
industry,  G2,  upon notice to Artist may  suspend  its  obligations  under this
Agreement for a period not to exceed  ninety days,  and in such event the number
of days equal to the number of days of such suspension  shall be added on 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 obligation of under
this Agreement for the duration of such delay, impossibility or impracticability
and in such  event  the  number  of days  equal to the  numbers  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, throughout the Universe and by mail-order
and through retail sources of, without limitation, all merchandise of 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 any such products or property  manufactured  and
sold by G2 or by an associated company, Artist shall be entitled to a royalty of
thirty-four percent (34%) 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 venues  commissions  and state sales tax
where  collected and actually  paid. In the event that G2 licenses to others any
of its rights under this clause,  then Artist shall  receive sixty percent (60%)
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 not unreasonable  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.

<PAGE>

         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.

         15.06.  The  parties  agree  to  negotiate  in good  faith a  long-form
agreement  for the  sale  of  merchandise  that is  consistent  with  the  terms
contained herein.

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 Term 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 movies otherwise due to Artist from G2, excluding
Mechanical  Royalties and  merchandise  royalties,  notwithstanding  the source.
Container  costs shall not be considered  promotional  monies.  Any  promotional
monies spent on behalf of Artist in  combination  with other G2 Artists shall be
recoupable from Artists 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  and  merchandise
royalties,  not  withstanding the source.  The cost of producing  nonpromotional
videos intended for resale are fully recoupable.

19. CONTROLLING LAW

         19.01.  The 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

<PAGE>

         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

         21.01.  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 or 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 to any Major  Record Label or its  subsidiary  or legal  successor.  G2 may
assigns its rights under this Agreement in whole or in part to any other Company
with Artist's consent, such consent not to be unreasonably withheld.

25. LEGAL REPRESENTATION

         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.

<PAGE>

26. COOPERATION

         26.01.  Artist shall  execute such other  documentation  and shall give
such 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 sale of records or the  exploitation
of music videos hereunder.

SIGNED THIS ___ DAY OF JANUARY, 2003.

G2 COMPANIES, INC.

By:______________________________
   Gust Kepler, President

14110 North Dallas Parkway
Suite 365
Dallas, TX 75254

ARTIST

p/k/a____________________________

By:______________________________
Printed Name: Neil Swanson
SSN: ###-##-####

By:____________________________
Printed Name: Justin Jones
SSN: ###-##-####

Artist Address:__________________
_________________________________
_________________________________

<PAGE>

                                    EXHIBIT A

                    Appendix Of Existing Commercial Releases

Date              Title             Song Title                Label

<PAGE>

                                    EXHIBIT B

                                 APPROVED LABELS