AGREEMENT made this day of February 26, 1999, by and between Prelude Development
Inc.,  (hereinafter  referred to as "Company") with its principal offices at 304
Park Avenue South,  11th Floor New York,  New York 10010 and George Graham p/k/a
Pretty  Black  (hereinafter  referred as "You')  whose  current  address is 4140
Carpenter  Avenue,  Apt.#2D,  Bronx,  New York 10466.  In  consideration  of the
respective covenants contained herein, the parties hereto,  intending to legally
bound hereby, agree as follows:

         The parties agree as follows:

l.   Services.

     1.1  During  the Term of this  agreement,  You will  render  Your  services
exclusively  to Company  throughout  the Territory as a performing and recording
artist for the purpose of making Master Recordings for Company.

2.   Term Territory.

     2.1 The  Term  shall  commence  on the date  hereof  and  continue,  unless
extended  or  suspended  as  provided  herein,  for an initial  Contract  Period
(sometimes  referred to as the "Initial Period") and the Option Periods provided
for below. The Initial Period shall continue until thc later of; (i) twelve (12)
months after Your Delivery of the last Record in  fulfillment  of Your Recording
Commitment  for such  period,  but in no event  earlier  than twelve (12) months
after  the date  thereof,  or (ii) the date upon  which  Company  enters  into a
Distribution Agreement.

     2.2 If Company  enters into a  Distribution  Agreement  with a  Distributor
relating to the manufacture and/or  distribution of Records made hereunder,  the
Term of this agreement shall be deemed modified to be equivalent to the term set
forth under the Distribution  Agreement,  and the Term hereof shall be deemed to
be coterminous  with the term of the Distribution  Agreement  (including but not
limited to the Distributor's exercise of one (1) or more option periods pursuant
to the Distribution Agreement) plus a period of eighteen (18) months.

          2.2.1 If any Distribution Agreement expires or terminates prior to the
     date on which it would  otherwise  expire if all  options  thereunder  were
     exercised,  then this  agreement  shall  continue for the longer of (i) the
     remaining  option periods set forth in paragraph 2.3 herein or (ii) for the
     term of a succeeding Distribution Agreement.

     2.3 If Company has not entered into a Distribution Agreement before the end
of the Initial Period or a Distribution Agreement expires or terminates pursuant
to paragraph 2.2.1 herein, You hereby grant to Company five (5) separate options
to extend the Term for additional  Contract  Periods  (sometimes  referred to as
"Option  Periods") on the same terms and  conditions  set forth in paragraph 2.1
except as  otherwise  provided  herein.  Each of these  options  shall be deemed
automatically  exercised  unless Company notifies You in writing to the contrary
prior to the expiration of the Contract Period then in effect. Accordingly, each
subsequent  Option Period shall  commence  upon the end of the current  Contract
Period and end nine (9) months  after  Delivery  of the last  Master  Recordings
comprising the Recording Commitment for such Option Period. All Masters required
in fulfillment of Your Recording  Commitment for the applicable  Contract Period
shall be  Delivered to Company  within  three (3) months after the  commencement
date of the  Contract  Period  concerned,  but in no event shall such Masters be
Delivered  earlier  than  six (6)  months  after  the  Delivery  of  Masters  in
satisfaction of the immediately  preceding Contract Period.  Notwithstanding the
foregoing,  Company shall have the option to enter into a Distribution Agreement
during  the  Term  set  forth  in  this  paragraph  2.3  and  the  term  of such
Distribution Agreement shall remain subject to paragraphs 2.2 and 2.3.1 herein.
<PAGE>
          2.3.1  Notwithstanding  the  foregoing,   should  You  enter  into  an
     agreement with a Distributor:

     (i)       introduced to You by Company during the Initial Period; or
     (ii)      with whom You refused to execute an inducement letter
within one year following the termination or expiration of this agreement,  then
this agreement shall immediately be deemed in full force and effect as if it had
never terminated,  and said Distribution  Agreement shall be deemed to have been
entered into during the Term.

     2.4 The Initial  Period and  Contract  Periods  provided  herein and in the
Distribution Agreement are referred to as the "Term".

3.   Recording Commitment.

     3.1 If Company enters into a Distribution Agreement with a Distributor, You
shall  perform  for the  recording  of  Master  Recordings  as  required  in the
Distribution Agreement.

     3.2 If Company is not in contractual  privity with a Distributor,  You will
perform for the recording of Masters as required  herein and You will Deliver to
Company  sufficient  Masters  necessary to satisfy the  following  schedule.(thc
"Recording Commitment"):

     Contract Period            Recording Commitment
     ---------------            --------------------
     Initial Period             One (1) Single
     First Option Period        One (1) Single or One (1) Album
     Second Option Period       One (1) Album
     Third Option Period        One (1) Album
     Fourth Option Period       One (1) Album
     Fifth Option Period        One (1) Album

     3.3 At Company's  request and after  consultation  with You, You shall also
perform for the recording of dub mixes,  twelve-inch Single mixes,  Single edits
and other  variation  of the  Compositions  embodied on any  Master;  and/or the
recording of  demonstration  recordings  ("Demos") as Company  shall  reasonably
require to secure a  Distribution  Agreement.  The  recordings  made pursuant to
paragraph  3.3.1 shall not be applied in reduction of Your Recording  Commitment
for any Contract Period and You shall not be entitled to additional compensation
for such services provided in connection therewith.

4.   Recording Procedure.
<PAGE>
     4.1 All matters .concerning the recording procedure of Masters herein shall
be  determined  by Company,  including,  without  limitation;  (1)  selection of
producer(s);  (2) selection of material. including the number of Compositions to
be recorded;  and (3) the  specification of dates of recording and studios where
recording is to take place, including the cost of recording herein.

     4.2 Each Master  Recording  made  hereunder  shall bc subject to  Company's
approval that such recordings be technically and  commercially  satisfactory for
the  manufacture  and sale of  Phonograph  Records

     4.3 No "live"  Recording or Recordings  will apply in  fulfillment  of Your
Recording  Commitment  nor will  Company  be  required  to make any  payment  in
connection  with any such  Recording,  unless  Company agrees in writing or such
Recording is actually released by Company. No Composition previously recorded by
You will be recorded under this agreement. No Joint Recording or other recording
not  recorded  and  Delivered in full  compliance  with the  material  terms and
conditions  of this  Agreement  will  apply  in  fulfillment  of Your  Recording
Commitment, nor will Company be required to make any payments in connection with
any such Joint  Recording  other than royalties due You hereunder,  even if such
Joint Recording is actually released by Company.

     4.4 Nothing in this agreement shall obligate  Company to continue or permit
the  continuation  of any  recording  session  or  project,  even if  previously
approved hereunder,  if Company reasonably  anticipates that the Recording Costs
will exceed those specified in the approved budget or that the Recordings  being
produced will not be commercially satisfactory.

     4.5 No Recordings  shall bc made by  unauthorized  dubbing.

     4.6 If for any reason You  unreasonably  delay thc  commencement  of or are
unavailable  for  any  recording  sessions  for the  Masters,  You  shall,  upon
Company's demand, pay Company an amount equal to the charges paid or incurred by
Company by reason  thereof.  Company may,  without  limiting its other rights or
remedies hereunder, deduct such amounts from monies payable to You hereunder.

5.   Advances.

     5.1 Company will pay all recording costs approved by an authorized  officer
of Company in writing.  Such costs shall  include,  but not be limited to, union
scale, studio, equipment,  engineering,  instrumental, vocal and other personnel
and arrangements and copying specifically  approved by Company in respect of the
recording of such Master  Recordings,  and all other amounts required to be paid
by Company pursuant to any applicable law, All payments to musicians, arrangers,
sketchers,  conductors,  orchestrators,  producers,  contractors and copyists in
connection  with the  recording  of the Master  Recordings,  and all union scale
payments  required to be made to any personnel in connection with the production
of the Master Recordings together with payroll taxes thereon,  payments based on
payroll to any labor  organization or designee  thereof  advances and/or fees to
the producer of the Master  Recordings (it being understood that no separate fee
or advance shall be payable to You for any producing services in connection with
the  Master  Recordings  unless  Company  has  agreed to such fee or  advance in
writing),  the cost of cartage  and  rental of  instruments  for such  recording
sessions,  the costs of recording Demos,  video Production Costs,  studio costs,
transportation  costs, hotel and living expenses incurred in connection with the
preparation  and  attendance  of  essential  personnel  at  recording  sessions,
rehearsal  costs,  tape,  editing and other similar costs in connection with the
production of the final tape waster and the lacquer master,  (only to the extent
such mastering costs are charged to Company by its Licensee) and all other costs
generally  and  customarily  recognized  as  recording  costs in the  phonograph
industry.
<PAGE>
          5.1.1 All  amounts  described  in  paragraph  5.1 above plus all other
     amounts  representing  direct  expenses  paid by Company,  or incurred,  or
     charged against advances previously taken in connection with the recording,
     mixing  and  mastering  (if  charged  by  Company's  Licensees)  of  Master
     Recordings  hereunder  (including,,  without  limitation,  advances to You,
     producers,  or other third  parties  with Your  consent  unless  Company is
     obligated  to make  such  payments  by Your  actions,  and all  studio  and
     engineering  charges in connection with Company's  facilities and personnel
     or  otherwise)  are herein  sometimes  called  "Recording  Costs" and shall
     constitute Advances. Such Advances shall be recoupable by Company.

               5.1.1.1 In determining that portion of the Recording Costs (other
          than payments to You) applicable to any Joint Recording which shall be
          charged  against Your  royalties,  such  portion  shall be computed by
          multiplying  the aggregate  amount of such Recording Costs by the same
          fraction used in determining  the royalties  payable to You in respect
          of such Joint Recording.

          5.1.2  Company,   at  its  expense,   shall  provide  Your  reasonable
     transportation  costs and lodging expenses at a hotel acceptable to Company
     if  Company  deems  such  accommodations  necessary.  Such  payments  shall
     constitute advances.

     5.2 If Company enters into a Distribution  Agreement,  and conditioned upon
Your fill and faithful  performance  of all of the terms and  conditions  hereof
Company shall pay to You with respect to the  exploitation of Masters  hereunder
fifty (50%)  percent of the Net Advances  actually  received by Company from thc
Distributor.  "Net Advances" as used herein means the gross advances received by
Company  from the  Distributor  less all  Recording  Costs,  Advances,  advances
payable to the individual  producer(s) of the Masters,  video production  costs,
tour  support  payments,  legal  fees in  connection  with the  acquisition  and
maintenance  of  the  Distribution  Agreement,  payments  to  third  parties  in
connection  with the  exploitation  of rights,  and any other  costs or expenses
incurred  by  Company  in  connection   with  the  production,   promotion,   or
exploitation of the Masters hereunder.

     5.3 All monies paid to or on Your behalf during the Term of this agreement,
from  other than  royalties  paid  pursuant  to  Articles 8 and 11 hereof  shall
constitute   Advances  unless  otherwise  expressly  agreed  in  writing  by  an
authorized officer of Company.

6.   Rights in Recording.

     6.1 Each Master Recording made under this agreement,  from the inception of
recording,   and  each  Record   manufactured   therefrom,   together  with  the
performances  embodied  thereon,  shall be the sole  property  of Company (or if
Company so designates, the Distributor) and will be considered a "work for hire"
(as the term is  construed  under the  Copyright  Act of the United  States) for
Company and all persons or entities  rendering  services in connection with each
Master shall be deemed  "employees  for hire" of Company solely for the purposes
of any applicable copyright law: in the alternative,  each Master Recording will
be deemed transferred to Company by this agreement;  together with all rights in
it,  if it is  determined  not to be  such a work  for  hire.  All  such  Master
Recordings  and all  Matrices and  Phonograph  Records  manufactured  therefrom,
together with the performances  embodied thereon,  shall be the sole property of
Company, free from any claims whatsoever by You or any other Person, and Company
shall have thc exclusive right to copyright such Master Recordings in its or any
Distributors  or Licensee's  name as the owner and author  thereof and to secure
any and all renewals and extensions of such copyright  throughout the world. You
will  execute  and Deliver to Company  such  instruments  of transfer  and other
documents  regarding the rights of Company in the Master  Recordings  subject to
this  agreement as Company may  reasonably  request to early out the purposes of
this  agreement;  and  Company  may sign  such  documents  in Your name and make
appropriate disposition of them.
<PAGE>
     6.2 Without  limiting  the  generality  of the  foregoing,  Company and any
Person  authorized by Company  shall have the unlimited and exclusive  rights to
manufacture  Phonograph  Records by any method now or hereafter  known,  derived
from the Master  Recordings made hereunder,  and to sell,  transfer or otherwise
deal in the same under any trademark, trade names and labels, or to refrain from
such manufacture, sale and dealing, throughout the world.

7.   Names and Likenesses: Publicity.

     7.1 Company and any Licensee of Company each shall have the exclusive right
and may grant to others the right to reproduce,  print,  publish, or disseminate
in any medium Your name, or any other professional or assumed name, used by You,
portraits, pictures, likeness, and biographical material concerning You, as news
or  information,  or for  advertising,  merchandising  and trade  purposes  with
respect to records  hereunder.  During the Term of this  agreement You shall not
authorize  any party  other than  Company to use Your name or  likeness  (or any
other assumed or fictitious name used by You) in connection with the advertising
or sale of Phonograph Records, or blank recording tape or recording equipment or
otherwise in respect of Your career as a recording artist.

     7.2 Company shall also have the exclusive right to use Your name or picture
as contained in the covers of all Albums recorded hereunder, the artwork on such
covers,  and the titles of all such  Albums and all  Compositions  contained  on
them, in connection  with  merchandise  other than  Phonograph  Records  ("Album
Merchandising   Uses").   If  Company  receives  any  payments  for  such  Album
Merchandising  Uses,  Your royalty  account will be credited  with fifty percent
(50%) of the net amount of those  receipts as computed  after  deduction  of any
direct  expenses   actually   incurred  by  Company  in  connection  with  Album
Merchandising Uses.

     7.3 During the Term hereof  Company and its  Licensees  shall  maintain the
exclusive,  worldwide  right to use and to permit  others to use Your name (both
legal and professional), logos, photographs, likeness, other identification, and
biographical material concerning You in connection with the sale of T-shirts and
other clothing, posters, stickers,  novelties and any other merchandising items.
Company shall credit to Your royalty account a sum equal to fifty percent (5 0%)
of the gross  income  actually  received  by Company  directly  from third party
merchandisers in connection with the exploitation of such  merchandising  rights
provided that third party  commissions or in house  merchandising  production or
exploitation  costs shall be deductible from the aforesaid gross income prior to
the computation of Your fifty percent (50%) share of the remaining gross income.

     7.4 Upon Company's reasonable request and upon reasonable notice, You shall
be  available  to appear for  photographs,  posters;  cover  art,  to appear for
interviews  with  representatives  of the  communications  media  and  publicity
personnel  of  Company  or  its  Licensees  and  to  perform  other   reasonable
promotional  functions  during the Term hereof in  connection  with the sale and
<PAGE>
other exploitation of Records derived from Master Recordings made hereunder. You
shall  not be  entitled  to  compensation  therefor  other  than  the  otherwise
applicable  minimum  union scale  payments  set forth in  applicable  collective
bargaining agreements to which Company is a signatory.

8.   Royalties.

     If Company enters into a Distribution Agreement,  and conditioned upon Your
full and faithful  performance of all of the terms and conditions hereof Company
shall pay You royalties on net sales of Records  derived solely from the Masters
recorded hereunder, and other exploitations of the Master, as follows:

     8.1 Fifty  percent  (50%) of Company's  "Net  Royalties"  in respect of the
Masters.

          8.1.1  "Net  Royalties"  means  all  royalties  (excluding  mechanical
     royalties)  actually received by Company from the Distributor in the United
     States in  respect  to the  exploitation  of the  Masters  pursuant  to the
     Distribution  Agreement  less all recording  costs,  royalties  paid to the
     individual  producers of the Masters and all royalties and payments paid to
     third parties in connection  with the acquisition or exploitation of rights
     in and to the Master  Recordings  (including,  but not limited to,  amounts
     paid to owners of Master Recordings which have been Sampled or interpolated
     in the Master Recordings produced hereunder).

     8.2 All royalties  payable to You hereunder shall be computed,  determined,
calculated  and paid in the same  manner and on the same basis  (e.g.  container
charges, free goods,  suggested retail list price,  reserves,  etc) as royalties
are paid to Company by the Distributor  pursuant to the Distribution  Agreement.

     8.3 If You perform for Master Recordings  recorded  hereunder together with
another  artist to whom Company is obligated to pay  royalties,  Your  otherwise
applicable royalty shall be multiplied by a fraction,  the numerator of which is
one  and the  denominator  shall  be the  total  number  of  artists  (including
Yourself) who perform an connection with such Master Recordings.

     8.4  As  to  records  not  consisting  entirely  of  the  Masters  produced
hereunder,  the royalty rate otherwise  payable to You hereunder with respect to
sales of any such record shall be prorated by multiplying such royalty rate by a
fraction,  the  numerator  of which is one and the  denominator  of which is the
total number of masters embodied thereon.

     8.5  Notwithstanding  anything to the contrary  contained in paragraphs 8.1
through 8.4  hereinabove,  in the event that Company  releases  Records recorded
hereunder  independently  rather  than  through a  Distributor,  then in lieu of
royalties to be paid pursuant to paragraphs  8.1 through 8.4,  Company shall pay
You royalties  computed in accordance with Schedule A (attached  hereto).

          8.5.1 All royalties payable to You hereunder include all royalties due
     Artist,  the  individual  producers and any other Persons on account of the
     sate of Records  hereunder  (other than AF of M or other similar per record
     royalties and mechanical royalties).
<PAGE>
9.   Miscellaneous Royalty Provisions.

     Provisions of the Distribution  Agreement which relate to all other royalty
computations shall control and be deemed incorporated herein, including, but not
limited  to,   configuration,   territorial  and   categorical,   packaging  and
promotional reductions and deductions.

10.  Royalty Accountings.

     10.1 You  will  receive  copies.  of all  statements  received  by  Company
covering Your royalties.  Said statements will be sent to You, together with any
such royalty due You (if any), within ninety (90) days following the end of each
semi-annual  calendar  period,  provided such monies have become good funds.  if
Company has overpaid You, You will promptly reimburse Company, unless Company is
in a position to apply such  deficiency to Your royalty  account.  Company shall
have no liability or responsibility for a breach of timely payment by any of its
Licensees, including Distributor.

     10.2 Company will maintain  books and records which report the sales of the
Phonograph  Records for which royalties arc payable to You. You may, at Your own
expense,  examine those books and records and make copies thereof as provided in
this  paragraph  only. You may make those  examinations  only for the purpose of
verifying the accuracy of the statements  sent to You under  paragraph 10.1. You
may make such an  examination  for a particular  statement  only once,  and only
within  twelve (12) months  after the date when  Company is required to send You
that statement under paragraph 10.1. You may make those examinations only during
Company's  usual business  hours,  and at the place where it keeps the books and
records to be examined.  If You wish to make an examination You will be required
to notify  Company in writing at least  fourteen  (14) days before the date when
You plan to begin it. You may appoint a certified public accountant to make such
an  examination  for You but not if he or his firm has begun an  examination  of
Company's  books and records for any Person except You and has not yet concluded
it. If a certified public  accountant  performs the examination for You, he will
review his tentative  findings  with those  members of the Company's  staff whom
Company  designates  before he  renders a report to You,  in order to remedy any
factual   errors  and  clarify  any  issues   which  may  have   resulted   from
misunderstandings.  Your accountant's  report will be completed and a copy of it
will be  Delivered  to  Company  within  thirty  (30)  days  from  the  date his
examination ends.

     10.3 If You have any objections to a royalty  statement with respect to the
sale and/or  distribution of records recorded  hereunder,  You will give Company
specific  written notice of that objection and Your reasons for it within twelve
(12) months  after the date when  Company has  rendered  that  statement  to You
pursuant to paragraph  10.1.  Each royalty  statement  will become  conclusively
binding on You at the end of that one year  period,  and You will no longer have
any right to make any other objections to it. You will not have the right to sue
Company  in  connection  with any  royalty  accounting,  or to sue  Company  for
royalties on Records sold during the period a royalty accounting covers,  unless
You  commence  the suit  within  twelve  (12)  months  or the time  provided  in
Company's  agreement  with  any  Distributor  following  timely  objection  made
pursuant to this paragraph.

     10.4 You acknowledge that Company's books and records contain  confidential
trade  information.  Neither You, nor Your  representative  will  communicate to
others or use on behalf of any other person any fact or information  obtained as
a result of Your examination of Company's books and records.
<PAGE>
     10.5 You shall not be  entitled  to  examine  the books or  records  of any
Licensee of Company (including  Distributor).  If Company undertakes an audit of
any Distributor, it will provide You with a copy of the results of such audit as
it pertains to Records  produced,  manufactured and sold hereunder and under the
Distribution  Agreement.  In this  connection,  it  will  also  pay to You  Your
proportionate  share of the Net Proceeds,  if any. "Net Proceeds" shall mean the
gross amount recovered  through such audit after deduction of the pro rata costs
incurred  thereunder,  including  without  limitation,  auditor's and attorney's
fees.

11.  Licenses for Musical Compositions.

     Controlled Compositions shall be and are hereby licensed to Company:

     11.1  For  the  United  States,   at  a  royalty  per  selection  equal  to
seventy-five  (75%) percent of the minimum statutory per selection rate (without
regard to playing time) effective on the date hereof. The aforesaid seventy-five
(75%) percent per selection rate shall  hereinafter  sometimes be referred to as
the "U.S. Per Selection Rate",  and

     11.2 For Canada.  at a royalty per selection  equal to  seventy-five  (75%)
percent of the minimum  statutory per selection rate (without  regard to playing
time  effective on the date hereof or if there is no statutory rate in Canada on
the date hereof  seventy-five  (75%) percent of the per selection  rate (without
regard to playing time) generally  utilized by major record  companies in Canada
on  the  date  hereof.  The  applicable   aforesaid  per  selection  rate  shall
hereinafter sometimes be referred to as the "Canadian Per Selection Rate".

     11.3  Notwithstanding  the  foregoing,  the  maximum  aggregate  mechanical
royalty rate which  Company shall be required to pay in respect of any Single or
LP hereunder,  regardless of the total number of compositions contained therein,
shall not  exceed  two (2) times for any Single and ten (10) times for any LP of
the  applicable  U.S.  Per  Selection  Rate  or  Canadian  Per  Selection  Rate,
respectively.

     11.4 It is specifically  understood that in the event that any Single or LP
contains other  compositions in addition to the Controlled  Compositions and the
aggregate  mechanical  royalty  rate for said  Single  or LP  shall  exceed  the
applicable  rate  provided  in this  Article  11,  the  aggregate  rate  for the
Controlled  Compositions  contained  thereon  shall be reduced by the  aforesaid
excess over said  applicable  rate.  Additionally,  Company shall have the right
with respect to any Single or LP the aggregate mechanical royalty rate for which
exceeds the  applicable  rate provided in this Article 11, to deduct such excess
payable  thereon from any and all monies  payable to You pursuant to this or any
other agreement. All mechanical royalties payable hereunder shall be paid on the
basis of net  records  sold  hereunder  for which  royalties  are payable to You
pursuant  to this  agreement,  Company may  maintain  reserves  with  respect to
payment of mechanical  royalties.  If Company makes an overpayment of mechanical
royalties in respect of  compositions  recorded under this  agreement,  You will
reimburse  Company  for  same,   failing  which  Company  may  recoup  any  such
overpayment  from any monies  becoming  payable to You  pursuant  to this or any
other agreement.  Mechanical royalty payments on records  subsequently  returned
are  considered  overpayments.

     11.5 In respect  of all  Controlled  Compositions  performed  in  Pictures,
Company is hereby granted an irrevocable  perpetual  worldwide license to record
and reproduce such  Compositions  in such Pictures and to distribute and perform
such  Pictures  including,  but not limited to all  Videoshows  thereof,  and to
authorize  others to do so.  Company will not be required to make any payment in
connection  with those uses, and that license shall apply whether or not Company
receives any payment in connection with those Pictures. Simultaneously with Your
<PAGE>
submission to Company of the  documents and  information  required  herein,  You
shall  furnish  Company  with a written  acknowledgement  from the  person(s) or
entity(ies)  controlling the copyright in each non-Controlled  Composition to be
embodied  on any  Picture  confirming  the terms upon which  said  person(s)  or
entity(ies)  shall issue licenses in respect  thereof.  Upon  Company's  request
therefor,  You shall cause said person(s) or  entity(ies) to forthwith  issue to
Company (and its designees)  licenses containing said terms and such other terms
and conditions as Company (or its designees) may require.

          11.5.1 If the  copyright in any  Controlled  Composition  performed in
     Pictures is partially or completely owned or controlled by anyone else, You
     will cause that  person,  firm or  corporation  to grant  Company  the same
     rights described in this Article 11, on the same terms.

     11.6  Notwithstanding  anything in the foregoing provisions of this Article
11 to the contrary,  if a particular  selection  recorded  hereunder is embodied
more than once on a particular record, Company shall pay mechanical royalties in
connection  therewith at the applicable rate for such  composition as though the
selection was embodied thereon only once.

     11.7 To the extent the Mechanical  Royalties provisions of the Distribution
Agreement  differ in any respect  from the  provisions  of this  Article II, the
provisions in the Distribution Agreement shall control.

12.  Warranties; Representations; Restrictions; Indemnities.

     12.1 You  warrant  and  represent:

               12.1.1  You have the  right  and  power to enter  into and  fully
          perform this agreement.

               12.1.2 No Materials,  as hereinafter  defined, or any use thereof
          will  violate  any law or  infringe  upon or violate the rights of any
          Person.  "Materials",  as used in this Article, shall include: (1) all
          Controlled Compositions,  (2) each name used by You in connection with
          the Recordings  made hereunder,  and (3) all other musical,  dramatic,
          artistic  and  literary  materials,   ideas,  and  other  intellectual
          properties,  furnished  or  selected  by You  contained  in or used in
          connection  with the  Masters  hereunder  and/or the  recordings  made
          therefrom  or  their  use  in  the  packaging,   sale,   distribution,
          advertising, publicizing or other exploitation thereof.

               12.1.3  You are or will  become  and will  remain  to the  extent
          necessary to enable the  performance  of this  agreement,  a member in
          good  standing of all labor unions or guilds,  membership in which may
          be lawfully required for the performance of Your services hereunder.

     12.2  During  the  Term of this  agreement,  You will  not  enter  into any
agreement  which would  interfere  with the full and prompt  performance of Your
material obligations hereunder,  and You will not perform or render any services
for the purpose of making Phonograph  Records or Master Recordings  derived from
Your performances for any Person other than Company. After the expiration of the
Term of this  agreement,  for any reason  whatsoever,  You will not  perform any
Composition  which shall have been recorded  hereunder for any Person other than
Company for the purpose of making Phonograph  Records or Master Recordings prior
to whichever of the following dates shall bc later:  (a) the date five (5) years
subsequent to the date such Composition is recorded  hereunder,  or (b) the date
<PAGE>
two (2) years  subsequent to the expiration  date of the Term of this agreement,
You shall not  authorize  or  consent to Your  performances  to be  recorded  in
violation of the foregoing restrictions.

     12.3 If You shall become aware of any unauthorized recording,  manufacture,
distribution  or sale by any third party contrary to the foregoing  re-recording
restrictions,  You shall notify Company thereof and shall cooperate with Company
in the event that Company commences any action or proceeding  against such third
party.

     12.4 Your  services  are unique  and  extraordinary,  and the loss  thereof
cannot be adequately  compensated  in damages,  and Company shall be entitled to
injunctive relief to enforce the provisions of this agreement.

     12.5 You shall at all times  indemnify and hold  harmless  Company (and any
Licensee of Company)  from and  against  any and all  claims,  damages,  losses,
liabilities, costs and expenses, including legal expenses and reasonable counsel
fees,  arising Out of any claim which is inconsistent with or any alleged breach
or  breach  by You of any  warranty,  representation  or  agreement  made by You
herein.  You shall reimburse Company (and/or  Company's  Licensees) on Company's
demand for any  payment  made or incurred at any time after the date hereof with
respect to any  liability  or claim to which the  foregoing  indemnity  applies.
Company  shall  give You  notice of any claim to which the  foregoing  indemnity
applies. You will have the right to participate in the defense of any such claim
with  counsel  of  Your  own  choice  and  at  Your  own  expense.  Pending  the
determination  of any claim,  demand or action  involving such breach or alleged
breach of warranty,  Company may, at its election,  withhold payment of any sums
otherwise  payable  to You  hereunder  in an  amount  equal  to  Your  potential
liability to Company.

     12.6 Company  shall not be required to make any payments of any nature for,
or in connection  with the  acquisition,  exercise or  exploitation of rights by
Company  pursuant to this  agreement.  except as  specifically  provided in this
agreement.

     l2.7  There  are no prior  recorded  masters  embodying  Your  performances
unreleased  within thc United States of America and  elsewhere in the world.  If
there  are any such  recorded  masters  embodying  Your  performances,  owned or
controlled by You or any entity owned or controlled by You, neither You nor such
entity shall release, or authorize the releases of any such recorded performance
on phonograph  records  prior to the date two (2) years after the  expiration or
termination of the Term hereof.

     12.8 All of Your  representations  and warranties shall be true and correct
upon execution hereof and upon Delivery of each Master Recording hereunder,  and
shall remain in effect in perpetuity.  Company's acceptance of Master Recordings
or other  materials  hereunder  shall  not  constitute  a waiver  of any of Your
representations, warranties or agreements in respect thereof.

     12.9  During the Term  should You render any  musical  performance,  audio,
visual or otherwise, for the purpose of making any motion picture or other audio
visual  work (the  "Picture")  for any person  other than  Company You shall not
authorize any such other person to make any records  therefrom  without in every
instance  obtaining  Company's prior written consent  thereto.  You shall notify
<PAGE>
Company of all such audio  visual  undertakings  as a matter of a courtesy  and,
should any record embodying Your performances result therefrom without Company's
written  consent,  You shall  cooperate  fully with Company with respect .to the
prosecution of such unauthorized recording.

     12.10 You shall  execute  and Deliver to Company,  upon  Company's  request
therefore,  a form  of  artist  inducement  letter  as may  be  required  by the
Distributor.

l3.  Sampling.

     13.1 You shall not embody any Sampled Material any Master hereunder without
Company's  prior  written  consent.  Your  failure to obtain  Company's  written
consent prior to embodying any Sampled  Material on a Master shall  constitute a
material  breach of this agreement and,  without  limitation of any of Company's
other rights and  remedies,  in such event You shall repay Company on demand for
any monies theretofore advanced by Company to You for such Master.

     13.2 If Company  does  consent to the  inclusion  of Sampled  Material on a
particular Master,  then the following shall be applicable:

          13.2.1 You shall at Your  expense or otherwise as Company may agree in
     writing,  obtain for  Company's  benefit  and shall  Deliver to Company not
     later than  simultaneously  with the Delivery of any applicable  Master(s),
     all written  licenses and permissions from the owner(s) of any such Sampled
     Material  which are necessary  for Company's use of such Sampled  Material,
     including,  without  limitation,  all  licenses  and  permissions  from the
     publisher  of the  applicable  composition(s)  so  sampled,  upon terms and
     conditions acceptable to Company.

          13.2.2 Delivery to Company of an applicable Master shall not be deemed
     completed  unless and until all written  licenses and permissions  from the
     owners of such Sampled Material are Delivered to Company in accordance with
     the foregoing provisions.

          13.2.3 Your  obligation  to obtain all such  licenses and  permissions
     from the owner(s) of any such Sampled  Material is an essential  obligation
     on Your part hereunder,  and Your failure to obtain any such license(s) and
     permission(s) shall constitute a material breach of this agreement.

14.  Definitions.

     14.1 "Master Recording(s)" or "Master(s)" Every recording of sound, whether
or not  coupled  with a  visual  image by any  method  and on any  substance  or
material, whether now known or hereafter devised, which is used or useful in the
recording,  production and/or manufacture of phonograph records (including,  but
not limited to Demos recorded hereunder).

     14.2  "Person"  and  "Party"  Any  individual,  corporation,   partnership,
association  or  other  organized  group  of  persons  or  legal  successors  or
representatives   of  the  foregoing.

     14.3  "Record(s)"  "Recording(s)"  and "Phonograph  Record(s)" All forms of
reproductions, now or hereafter known, manufactured or distributed primarily for
home use, school use, juke box use, or use in means of transportation, embodying
(a) sound alone or (b) sound coupled with visual images, e.g., "sight and sound"
devices.
<PAGE>
     14.4 "Album" or "LP" One or more Records  containing  at least  thirty-five
(35) minutes in playing time, sold in a single package, whether or not released,
which  are  recorded  in  connection  with a  specific  album  project,  but not
including Sides which were recorded in connection with any other album project.

     14.5 "Single" A Record  containing not more than two (2) Sides. 14.6 "Side"
A Recording of sufficient  playing time to constitute the equivalent of one side
of a 45 rpm record, but not less than two and one-quarter  minutes of continuous
sound.

     14.7 "Long Play Single" A Record  embodying  not more than three (3) Sides,
including but not limited to a 33-1/3 rpm disc record.

     14.8 "EP" A Record  embodying not more than five (5) to six (6) Sides which
does not exceed a total playing time of 35 minutes.

     14.9 "Maxi single" A Record  embodying not more than four (4) Sides.

     14.10 "Advance" A prepayment of royalties which sums shall be recoupable by
Company  from any and all amounts to be paid to or on behalf of You  pursuant to
this or any other agreement between You and Company.

     14.11 "Composition" A single musical  composition,  irrespective of length,
including all spoken words and bridging passages.

     14.12 "Controlled Composition" A Composition embodied in a Master Recording
recorded or released hereunder,  which Composition:  (i) is written or composed,
in whole or in part, directly or indirectly,  by You, by any individual producer
that produces Master  Recordings  hereunder or by any Person in which You have a
direct or indirect interest;  and/or (ii) is owned or controlled, in whole or in
part,  directly or indirectly by You, by any  individual  producer that produces
Master  Recordings  hereunder  or by any  Person  in which  You have a direct or
indirect interest.

     14.13  "Delivered"  or  "Delivery"  Means the receipt and  acceptance of by
Company and/or its Licensees, the tape master and reference discs as well as the
submission  by You in a written  form of all  necessary  information,  consents,
licenses  and  permissions  such  that the  Company  and/or  its  Licensees  may
manufacture,  distribute and release the Records  concerned  including,  without
limitation,  all label copy, publishing and songwriting  information  (including
applicable music performance rights  organizations),  Album credits, the timings
for each Composition  contained on a Record,  ancillary materials prepared by or
for You which are required hereunder, first use mechanical licenses,  sideperson
permissions  and any information  required to be delivered to unions,  guilds or
other third  parties.

     14.14 "Licensees" Any licensee of Company,  including,  without limitation,
any Distributor or its licensees.
<PAGE>
     14.15  "Distributor"  A third Party record  company  which has the right to
distribute Records derived from the Master Recordings pursuant to a Distribution
Agreement.

     14.16  "Distribution  Agreement"  An  agreement  pursuant to which  Company
grants to a Distributor  the right to distribute  through normal retail channels
Records derived from the Master Recordings recorded hereunder.

     14.17 "Joint  Recording" Any Master Recording  embodying Your  performance,
together with the performance of another artist(s) with respect to which Company
is obligated to pay royalties.

     14.18 "Contract  Period" The Initial Period, or any Option Period exercised
hereunder (as those periods may be extended or suspended as provided herein).

     14.19  "Picture"  Motion  pictures or other  audiovisual  works that have a
soundtrack  substantially  featuring  performances of Artist.

     14.20 "Videoshows" Videocassettes,  videodiscs or any other devices, now or
hereafter known or developed,  that enable the Picture to be perceived visually,
with or without sound,  when used in  combination  with or as part of a piece of
electronic,  mechanical or other apparatus.

     14.21 "Sampled  Material",  "Sample" any portion of a sound recording which
is owned or controlled by a party other than You.

     14.22 "Territory" the Universe.

     14.23 If any one or more  definitions  herein conflict with the definitions
set  forth in the  Distribution  Agreement,  the  definitions  set  forth in the
Distribution  Agreement shall control.

15.  Remedies.

     15.1 If You do not fulfill any portion of Your Recording  Commitment within
the time  prescribed  herein or pursuant to the  Distribution  Agreement or Your
voice or ability to perform becomes impaired, or if You fail, refuse, neglect or
are unable to comply with any of Your obligations  hereunder,  Company will have
the following options in addition to any rights or remedies Company may have:

          15.1.1 to extend the then current  Contract Period of the Term for the
     period of such  default plus such  additional  time as is necessary so that
     Company  shall  have no less  than  one  hundred  fifty  (150)  days  after
     completion of Your  recording  commitment or the  fulfillment  of any other
     material  obligation  within which to exercise its option,  if any, for the
     next following Contract Period.  Company's  obligations  hereunder shall be
     suspended for the duration of any such default;  and/or

          15.1.2 to terminate the Term of this agreement at any time.

     15.2  Company  may  exercise  each of  these  options  by  sending  You the
appropriate notice. No exercise of either option under this paragraph will limit
Company's  rights to recover  damages by reason of Your  default,  or any of its
other rights.
<PAGE>
l6.  Force Majeure.

     If because of an act of God, inevitable accident,  fire, lockout, strike or
other labor dispute,  riot or civil commotion,  act of public enemy,  enactment,
rule,  order or act of any government or governmental  instrumentality  (whether
federal, state, local or foreign),  failure of technical facilities,  failure or
delay of  transportation  facilities,  illness or incapacity of any performer or
producer,  or other cause of similar or different  nature not reasonably  within
Company's control, Company is materially hampered in the recording, manufacture,
distribution  or sale of  records,  then,  without  limiting  Company's  rights,
Company  shall have the option by giving You notice to suspend the then  current
Contract  Period for the duration of any such  contingency  plus such additional
time as is necessary  so that  Company  shall have no less then ninety (90) days
after the cessation of such contingency in which to exercise its option, if any,
for the next following Option Period.  No suspension shall exceed six (6) months
unless the phonograph record industry in general is affected.

17.  Agreements. Approval & Consent.

     17.1 As to all matters treated herein to be determined by mutual agreement,
or as to which Your approval or consent is required, such agreement, approval or
consent will not be unreasonably withheld.

     17.2 Your agreement, approval or consent, whenever required shall be deemed
to have been given unless  notification  is given within five (5) days following
the  date of  written  request  therefor.

18.  Notices.

     Except as otherwise  specifically  provided herein,  all notices  hereunder
shall be in  writing  and shall be given by  personal  delivery,  registered  or
certified mail, return receipt requested,  at the addresses shown above, or such
other address or addresses as may be  designated by either Party.  Notices shall
be deemed  given when  personally  delivered  or mailed,  except  that notice of
change of address shall be effective only from the date of its receipt. Courtesy
copies  of all  notices  to  Company  shall be  simultaneously  sent to Sander &
Baldonado LLP, 304 Park Avenue South,  11th Floor, New York, New York 10010.

19.  Assignment.

     Company may assign this  agreement to its  Licensees or to any third party,
or to any  subsidiary,  affiliated or  controlling  corporation or to any person
owning or  acquiring  a  substantial  portion of the stock or assets of Company.
Company  may also assign its rights  hereunder  to any of its  Licensees  to the
extent  necessary or advisable in Company's  sole  discretion  to implement  the
license  granted.  You may  not  assign  this  agreement  or any of Your  rights
hereunder  and any  such  purported  assignment  shall  be void ab  initio.

20.  Publishing.

     20.1 You hereby irrevocably and absolutely  assign,  convey and set over to
Company,  or Company's  designee  ("Publisher") an undivided fifty percent (50%)
interest in each Controlled  Composition pursuant to an agreement in thc form of
Exhibit A appended hereto.
<PAGE>
     20.2 If the copyright in any Controlled Compositions is owned or controlled
by anyone  else,  You will cause that  Person to grant  Company  the same rights
described  in this  paragraph  21 on the same  terms.  If the  copyright  in any
Controlled Composition is transferred, the transfer will be made subject to this
agreement.

21.  Video.

     21.1 You shall upon  Company's  reasonable  request  appear on dates and at
film studios and other locations designated by Company upon reasonable notice to
You for the  filming,  taping  or  other  permanent  fixation  of  audio  visual
reproductions of the Compositions  contained in the Masters in Videoshows on the
following terms and conditions:

     21.2  Company,   after   consultation   with  You,   shall   designate  the
Composition(s)  to be used,  the producer and director  thereof,  all production
personnel   rendering   services  in  connection  with  the  production  of  the
Videoshows,  the  storyboard  and script and the locations and dates of filming;

     21.3  Company  will  pay the  Production  Costs  (as  hereinafter  defined)
incurred  in  connection  with any  Videoshows  in an amount  not in excess of a
written  budget to be  determined  by us in  writing.  Fifty  (50%)  percent  of
Production  Costs shall be recoupable from royalties  accruing to Your royalties
from sound only  recordings and One Hundred (100)% of Production  Costs shall be
recoupable  from  royalties or other sums  payable  with respect to  audiovisual
recordings;

     21.4 With respect to any  Controlled  Composition,  You hereby grant us (A)
free,  worldwide  perpetual  licenses for the inclusion and  exploitation of all
Controlled Composition in Videoshows for "advertising and promotional purposes",
as determined by Company;  and (B) for audiovisual  records,  perpetual licenses
for the United States and Canada (as applicable) at the mechanical royalty rates
specified  for  sound-only  records in paragraph  11 above.  With respect to all
other uses,  You shall use your best  efforts to  negotiate  on our behalf rates
which are no less  favorable  than those granted to Company by other third party
non-affiliated publishers.

     21.5 As used in this paragraph 22, "Production Costs" shall mean all direct
costs incurred in the production (pre,  during,  and post) of Videoshows through
the final master tape, video or film,  including,  without limitation,  all sums
paid to or for  production  companies,  directors,  writers,  and all so  called
"above  the line"  and  "below  the line"  talent  and crew  (including  without
limitation  associate  producers,  technical  crews,  camerapeople,  maintenance
engineers, audio crew members and equipment,  lighting crews) and all production
fees and costs  (including  without  limitation  location and police permits and
fees,  hall and studio rental and cartage and equipment) and all other costs and
expenses  which are now or hereafter  generally  recognized in the United States
record and film industry as production costs of audiovisual programs.

22.  Miscellaneous.


     22.1 You understand and acknowledge that the sale of Records is speculative
and agree that the judgment of Company with regard to any matter  affecting  the
sale,  distribution and  exploitation of Records  hereunder shall be binding and
conclusive upon You. Nothing  contained in this agreement shall obligate Company
to make, sell,  license,  or distribute  Records  manufactured  from the Masters
<PAGE>
recorded  hereunder  other than as  specifically  provided  herein.  The method,
manner and extent of release, packaging,  promotion,  advertising,  distribution
and  exploitation  of Master  Recordings  and  Records  shall be within the sole
discretion of Company unless otherwise herein specifically  provided.

     22.2 This agreement contains the entire understanding of the Parties hereto
relating to the subject matter hereof and cannot be changed or terminated except
by an  instrument  signed by an officer of  Company.  A waiver by Company of any
term or  condition  of this  agreement  in any  instance  shall not be deemed or
construed  as a waiver  of such  term or  condition  for the  future,  or of any
subsequent breach thereof. All remedies, rights,  undertakings,  obligations and
agreements  contained in this  agreement  shall be  cumulative  and none of them
shall be in  limitation of another  remedy,  right,  undertaking,  obligation or
agreement of Company.

     22.3 If any part of this  agreement  shall be  determined  to be invalid or
unenforceable  by a  court  of  competent  jurisdiction  or  any  other  legally
constituted body having jurisdiction to make such  determination,  the remainder
of this agreement shall remain in full force and effect.

     22.4  Those  provisions  of any  applicable  collective  bargain  agreement
between Company and any labor  organization  which are required,  by the term of
such agreement,  to be included in this agreement  shall be deemed  incorporated
herein.

     22.5 Each option and/or election  granted to Company  hereunder  including,
without  limitation,  to  suspend  the  running  of one or more  periods of time
specified  in this  agreement,  to  terminate  the  Term of this  agreement,  or
otherwise,  is separate  and  distinct,  and the  exercise of any such option or
election  shall not operate as a waiver of any other  option or election  unless
specifically  so stated by Company in its notice of  exercise  of such option or
election.

     22.6 You shall not be entitled to recover  damages or to terminate the Term
of this agreement by reason of any breach by Company of its material obligations
hereunder,  unless  Company has failed to remedy such breach  within ninety (90)
days following receipt of Your written notice thereof,  or if such breach is not
reasonably  capable of being cured  within such ninety (90) day period,  Company
does not commence to cure such breach in said ninety (90) day period or complete
the curing of such breach thereafter.

     22.7 Any process in any such action or proceeding may, among other methods,
be served upon You by  delivering  it or mailing it by  registered  or certified
mail,  directed to the address  first above written or such other address as You
may  designate in writing.  Any such delivery or mail service shall be deemed to
have the same force and effect as personal service within the State of New York.
Delivery shall be deemed made when mailed.

     22.8 This  agreement  has been entered into the State of New York,  and the
validity, interpretation and legal effect of this agreement shall be governed by
the laws of the  State of New York  applicable  to  contracts  entered  into and
performed entirely within the State of New York. The federal and state courts of
the State,  City and County of New York only will have jurisdiction and venue of
any controversies  regarding this agreement;  and any action or other proceeding
which  involves such a controversy  will be brought in the courts located within
the State, City and County of New York and not elsewhere.
<PAGE>
     22.9 In entering  into this  agreement,  and  providing  services  pursuant
hereto,  You shall have the status of independent  contractor and nothing herein
contained shall contemplate or constitute You as Company's agent or employee.

     22 10 This  agreement  shall not become  effective  until  executed  by all
Parties hereto.

     22.11 You  acknowledge  that  Company  has  recommended  that You have this
agreement  reviewed  on Your  behalf  by an  attorney  experienced  in the music
industry.

     IN WITNESS  WHEREOF the parties have executed this agreement as of the date
first hereinabove written.

                                   Prelude Development Inc.

                                   By: /s/
                                   Authorized Officer


/s/ George Graham
George Graham p/k/a/ "Pretty Black"
SSN: ###-##-####