AGREEMENT  made  this  15 day of  January,  1998,  by  Brenda  Durmann,  an
individual  whose address is 14727 Magnolia  Blvd.,  Unit 122,  Sherman oaks, CA
91403 ("Artist") and Prelude Development  (hereinafter  collectively referred to
as "Manager").

     WHEREAS,  Artist  desires to obtain  counsel,  advice and  guidance  in the
entertainment industry and has sought out Manager to obtain such counsel, advice
and guidance; and

     WHEREAS, Manager desires to furnish such counsel, advice and guidance;

     NOW,  THEREFORE,  upon the mutual promises,  representations  and covenants
herein  contained,  it is hereby  agreed as follows:

     1. Artist  hereby  engages  Manager,  and Manager  hereby agrees to act, as
Artist's  sole and exclusive  personal  manager  throughout  the world in all of
Artist's affairs relating to the management of Artist's  career(s) in all fields
of  the  entertainment   industry   throughout  the  world,   including  without
limitation, in the following areas:

          a. motion pictures, legitimate theater, television and radio;

          b.  recording of phonograph  records,  electrical  transcriptions  and
     audiovisual  works (as that term is defined in the  Copyright  Act of 1976)
     and by any other devices now known or later developed;

          c.   music   publishing,    songwriting,   literature   and   literary
     publications;

          d. personal appearances, including, without limitation, on television,
     radio and other broadcast media, concerts,  public appearances in places of
     amusement and entertainment; and

          e. advertising,  endorsements and commercial tie-ins which include the
     use of Artist's or the members of Artist music, songs,  lyrics, name, group
     names, stage names, sobriquet,  likeness,  signature,  voices (or facsimile
     thereof), photograph,  caricature and biographical information for purposes
     of advertising, trade and merchandising.

     2. Manager agrees to advise,  direct and represent Artist in the promotion,
development  and  advancement of Artist's  professional  career in all fields of
entertainment;  to make  himself  available  at  reasonable  times and places to
confer with Artist in all matters  affecting  Artist's career;  and to devote as
much of Manager's  time and efforts as Manager  deems  necessary,  to such ends;
provided that Manager is available as  reasonably  requested by Artist to render
the  services  contemplated  hereunder.  During  the  term  hereof,  Manager  is
authorized and empowered by Artist, for and on Artist's behalf:
<PAGE>
          a. to act as Artist's sole  representative and negotiator,  along with
     Artist's  attorney  and/or  accountant if Artist so chooses,  and to confer
     with theatrical agencies, employers and other users of Artist's services in
     any and all fields of entertainment;

          b. to arrange  for,  approve  and permit any and all  advertising  and
     publicity at Artist's sole expense.

          c. to approve  and  permit the use of  Artist's  names,  stage  names,
     sobriquets,   likenesses,   signatures,   voices  (or  facsimiles  thereof)
     photographs,  caricatures,  biographical information, literary products and
     artistic  and  musical  products  ("Artist  Materials"),  for  purposes  of
     advertising,  publicity,  and for purposes of trade in connection  with the
     business and products of others; and

          d. to retain  attorneys to defend and protect the interests of Artist,
     including the  prosecution  of any claims for  compensation  due Artist for
     services rendered by Artist in any field of entertainment.

     3.  Artist  shall not  directly  negotiate  for or  contract  for  Artist's
services in the field of  entertainment.  Artist shall direct all  inquiries for
Artist's  services to Manager and Manager  shall be the sole  representative  of
Artist in connection with such matters.

     4. Reserved.

     5. Artist agrees to use reasonable  efforts to promote and pursue  Artist's
career.  Artist  shall not,  during the term  hereof,  engage any third party to
perform the duties which are generally  acknowledged to be within the scope of a
personal manager; provided;  however, that Artist shall have the right to employ
the services of attorneys and/or accountants.

     6. Artist  expressly  acknowledges  and  understands  that Manager is not a
theatrical  employment  agent or employment  agent of any kind; that Manager has
not offered,  or attempted or promised to obtain  employment or engagements  for
Artist,  or promises of  information  where the same may be  procured;  and that
Manager  is not  obligated  or  expected  to do so.  During  the  term  of  this
Agreement,  Artist  shall  have the  right to  engage  reputable  and  competent
licensed booking and theatrical agents or other employment  agencies in order to
obtain engagements and other employment for Artist. Manager shall have the right
to approve any such agent. Any  compensation  required to be paid to such agents
or  agencies  shall be at  Artist's  and  Manager  Cost and  expense to be split
equally by Artist and  Manager.  Artist  shall  inform  Manager of all offers of
employment and will refer any inquiries  concerning or seeking Artist's services
to Manager.
<PAGE>
     7. a. (i) Artist shall pay to Manager, and does herewith assign to Manager,
     a sum equal to fifty  percent  (50%) of any and all  gross  monies or other
     considerations which, as a result of Artist's activities during the term of
     this Agreement, in and throughout the field of entertainment as referred to
     in  paragraph 1 hereof,  shall be  received by Artist or any other  persons
     (including any of Artist's heirs, distributees,  executors,  administrators
     or assigns),  firms or  corporations  on Artist's behalf during the term of
     this  Agreement.  Artist  further  agrees to pay to Manager for a period of
     twenty four (24) months following the expiration or termination of the term
     hereof, fifty percent of all gross monies or other considerations which are
     earned  or  received  by  Artist or any  other  persons  (including  any of
     Artist's heirs, distributees,  executors, administrators or assigns), firms
     or corporation on Artist's  behalf  pursuant to: (A) any and all agreements
     entered  into or  substantially  negotiated  during the term  hereof  which
     relate to any of Artist's  activities referred to in paragraph 1 hereof and
     executed no later than twenty-four (24) months after the termination of the
     term  of  this  Agreement,  and  (B)  any  and  all  extensions,  renewals,
     improvements  and/or  substitutions  of  agreements,  which  agreements are
     entered into prior to or during the term, and (C) any and all songs written
     or other material  created by Artist and/or released during the term hereof
     (and the publishing and writers' income from the songs contained  thereon).
     All such compensation shall be payable to Manager  notwithstanding the fact
     that Manager's  services are not to be performed  after the term hereof and
     Artist hereby assigns such  compensation  to Manager.  As used herein,  the
     term "gross  monies and other  considerations"  shall  include,  but not be
     limited to: salaries, earnings,  royalties,  advances, fees, compensations,
     profits,  the  monetary  value of shares of stock at the date of receipt or
     acquisition  of such  stock,  percentages,  partnership  or  joint  venture
     interests, net recoveries from entertainment related activities (whether by
     judgment,  settlement,  or  decree) of claims for  damages  arising  out of
     matters  occurring or materials  created or released during the term hereof
     and Artist's share of the total amount paid (less any  production  expenses
     actually  incurred by Artist).
<PAGE>
     The manager has the right to buy stock in any corporation related, directly
     or  indirectly,  to the  performing  career of Artist or any interest in or
     right to buy an  interest  in any  partnership  or joint  venture  related,
     directly or indirectly, to the performing career of Artist, or that Artist,
     as compensation  for Artist's  services  becomes the packager or owner (as,
     without limitation, an individual proprietor, stockholder, partner or joint
     venturer) of all or a part of a business entity engaged or to be engaged in
     any area in the field of entertainment  or related field relating  directly
     or  indirectly  to Artist's  performing  career  (whether  or not  Artist's
     services  in a field of  entertainment  are  furnished  to or through  such
     entity),  Manager's  percentage  compensation  hereunder shall apply to the
     monetary  value of any such  interest or right  Artist now has and any that
     Artist acquires during the term hereof (as of the date Artist acquires such
     interest or right) and Manager shall be entitled to its percentage share of
     the monetary value thereof.

          b. Manager's right to compensation shall not include loan forgiveness,
     any  so-called   "short-fall"  tour  support  with  respect  to  any  tour,
     reimbursements  of  out-of-pocket  costs  in  connection  with  promotional
     activities,  contributed  by any  third-party,  recording  costs  or  video
     production  costs  paid by a  third-party  distribution  company  or record
     label.

          c. Manager's right to compensation  shall not apply to gross monies or
     other consideration  received by Artist outside the fields of entertainment
     (as described in paragraph 1 hereof).

          d.  Notwithstanding  the fact that  this  Agreement  encompasses  both
     individual  and  corporate  income,  Manager shall not be entitled to twice
     commission  the same item of income from any source.  In  addition,  in the
     event  Manager  enters into a production,  publishing or similar  agreement
     with Artist, Manager shall be entitled to receive compensation equal to the
     greater of (i) the compensation under the production agreement, or (ii) the
     compensation  under this Agreement,  but not both elements of compensation.

     8. a.  Manager  shall  collect  and  receive  all  gross  monies  and other
     considerations  earned by Artist  during the term  hereof  with  respect to
     Artist's activities described in paragraph 1 hereof. Artist agrees and does
     hereby  irrevocably  authorize and direct,  for as long as Manager fulfills
     the material terms and conditions of this Agreement,  that all gross monies
     and other  consideration  received  by  Manager  which are  subject to this
     Agreement  shall be segregated  into two shares,  i.e.  Artist's  share and
     Manager's share.
<PAGE>
          b. No failure by Manager to claim immediate  payment or  reimbursement
     of any loan,  expense,  compensation or commission shall be deemed a waiver
     of Manager's right pursuant to the terms of this  Agreement.  9. a. Manager
     shall keep true and  accurate  books of account  with  respect to all gross
     monies and other considerations collected hereunder. Artist shall keep true
     and accurate  books of account with respect to Artist's  activities  in the
     entertainment  field.  Should  Artist  receive any  compensation  directly,
     Artist shall immediately deliver such compensation to Manager.

          b. Except as specifically set forth to the contrary  herein,  ten (10)
     days  after  the end of the  month  during  which  gross  monies  and other
     considerations are received by or on behalf of Artist, Manager shall render
     to Artist statements showing the amount of monies due Artist hereunder,  if
     any, for and during such monthly periods and the source and nature thereof,
     accompanied by payment of any monies shown to be due to Artist.

          c.  Artist  shall  be  deemed  to  have  consented  to  all  payments,
     statements and other accounts  rendered by or on behalf of Manager and same
     shall be binding on Artist unless Artist notifies Manager in writing within
     one year of the date received.

          d. Manager  shall  invoice  Artist with respect to all expenses  which
     Manager is entitled to  reimbursement  pursuant to paragraph 2(b) above and
     paragraph 12 below.

     10.  Artist  hereby  appoints  Manager,  exclusively  for the  term of this
Agreement and any options,  as Artist's true and lawful  attorney-in-fact  to do
the following as fully and effectively as Artist could do if personally present:
to sign,  make,  execute and deliver any and all contracts in Artist's  name, to
demand, collect, recover and receive all goods, claims, money, interest or other
items that may be due to Artist or belong to Artist.  Artist  agrees that Artist
shall execute any documents  Manager may reasonably  deem necessary to carry out
the  intent  of this  agreement  ,including  without  limitation,  the  power of
attorney herein granted.

     11.  Artist  shall bear the costs of  Manager's  reasonable  and  necessary
travel and lodging and long  distance  telephone,  telefax,  postage,  overnight
courier,  copies and  telegraph  arising as a result of  Manager's  and Artist's
activities.  Manager  agrees that all travel on behalf of Artist will be charged
to Artist at the actual rate for the same class of travel used by Artist.
<PAGE>
     12. a. Artist  expressly  acknowledges  that  Manager's  engagement and the
     rights  granted to Manager under this  agreement with respect to Artist are
     of a special,  unique and intellectual  character which gives them peculiar
     value,  and,  in the event of the  breach by Artist of any  material  term,
     condition,  covenant, warranty or representation herein contained,  Manager
     shall be caused irreparable harm for which the remedy at law is inadequate.
     Accordingly,  Manager shall be entitled to seek  preliminary  and permanent
     injunctive relief (mandatory or otherwise),  and any other equitable relief
     which  Manager  deems  appropriate.

          b. Artist and Manager  agree to hereby  indemnify,  save and hold each
     other  harmless  from  any  and  all  losses,   damages  (consequential  or
     otherwise),  and expenses (including  reasonable  attorney's fees, expenses
     and court costs) arising out of or in connection with any claim which shall
     be inconsistent with any agreements, warranties, or representations made by
     Artist or Manager in this  agreement  and which result in a final  judgment
     against the indemnified  party or is settled with the prior written consent
     of the indemnifying  party. The indemnifying  party agrees to reimburse the
     indemnified  party,  on demand,  for any payments  made by the  indemnified
     party at any time after the date hereof with  respect to any  liability  to
     which the foregoing  indemnify  applies.  The indemnifying party shall have
     the right to  participate  at its own cost and expense  with counsel of its
     own  choosing  in the  defense  of any claim by a third  party  under  this
     paragraph.

     13. Manager and Artist hereby agree that Manager has an insurable  interest
in the life and well being of the Artist and Artist  hereby  agrees  that should
Manager,  at Manager's own expense,  elect to obtain and life and/or  disability
insurance  policy on the Artist naming Manager as  beneficiary,  Manager will be
entitled  to do so and Artist will  reasonably  cooperate  to assist  Manager in
obtaining  such policies,  including  submitting to a physical  examination,  if
necessary.

     14. In order to make specific and definite or/or to eliminate, if possible,
any controversy which may arise between Manager and Artist hereunder, Artist and
Manager  agree that if at any time either  believes  that the material  terms of
this  agreement  are not being  performed by the other as herein  provided,  the
complaining party will so notify the other in writing, of the specific nature of
any claim,  nonperformance or misfeasance and shall allow the other a reasonable
time after  receipt  thereof  within which to cure such claimed  nonperformance.
Artist  and  Manager  each  agree  that no breach of the  terms  hereof,  unless
intentionally dishonest,  will be construed as incurable so long as cured within
such  reasonable  time.
<PAGE>
     15. All notices  required to be given to either party hereunder shall be in
writing and sent by Registered or Certified  Mail, to the  respective  addresses
first indicated above,  Return Receipt Requested with copies as specified herein
below and shall be deemed given when mailed  except that notices  designating  a
change of address shall be deemed given when received.

     If to Artist, a copy to:



     If to Manager, a copy to:

     16.  For the  purposes  of this  agreement,  the words  "person,"  "party,"
"firm,"  "corporation,"  and "company"  shall  include,  where  applicable,  any
individual,  corporation,  partnership,  associate or other organized  groups of
persons or legal successors or representatives of the foregoing.

     17.  This  Agreement  shall be binding  upon  Artist and  Manager and their
respective   heirs,   personal   representatives,   executors,   administrators,
successors  and  permitted  assigns.  Artist may not assign any of its rights or
obligations  hereunder without the express prior written  permission of Manager,
except to an entity  which  provides  Artist's  services.  Manager's  percentage
entitlement will attach to the gross income and other considerations received by
such entity.

     18. a. The term of this Agreement  shall commence as of the date hereof and
     shall continue for a period of five (5) years (the "Initial Term").

          b. This Agreement  shall be  automatically  extended for an additional
     period  (the  "Option  Period")  equal to the term,  including  all  option
     periods and  extensions,  of any LP  recording  agreement  entered  into by
     Artist with a record label prior to the  expiration  of the Initial Term of
     this Agreement.

          c.  Notwithstanding  the  foregoing,  in the  event  Manager  does not
     negotiate a recording  agreement for Artist with a record label within nine
     months of the date that a demo  recording is  completed  by Artist,  Artist
     shall have the right to  terminate  this  Agreement  by giving  thirty days
     written notice to Manager.
<PAGE>
          d. Manager shall advance the  reasonable  costs for the  completion of
     demos for two songs and shall cause such demos to be  completed  within six
     months of the execution of this Agreement.

     19. If Manager should dissolve or is adjudicated  bankrupt or if a petition
in bankruptcy is filed by, for, or against  Manager and is not dismissed  within
sixty  (60)  days or if  Manager  makes an  assignment  for the  benefit  of its
creditors  or taken the  benefits  of any  insolvency  law,  or if a receiver is
appointed by or for Manager, then, in that event, Artist shall have the right to
terminate this Agreement.

     20. This  agreement  constitutes  the entire  agreement  between Artist and
Manager and all prior  understandings,  representations and agreements as to the
nature of the relationship from the date hereof. No modifications, amendments or
extension  hereof shall be binding upon the party sought to be charged unless in
writing and duly executed by both parties. All remedies,  rights,  undertakings,
obligations and agreements contained in this Agreement shall be cumulative,  and
none of them shall be in  limitation of any other  remedy,  right,  undertaking,
obligation,  or agreement by either party.  No waiver by any party hereto of any
provision  of this  agreement  or of any  default  hereunder  shall  affect such
party's rights  thereafter to enforce such provision or to exercise any right or
remedy in this event of any other default or breach, whether or not similar. The
provisions of this  agreement  are severable so that if any provision  hereof is
found for any reason to be  invalid or  unenforceable,  such  finding  shall not
affect the  validity,  construction  or  enforceability  of any other  provision
hereof.

     21. This agreement is made in accordance  with the laws of the state of New
York and its validity,  construction  and effect shall be governed by the law of
said State as if this  agreement  were  entered  into and wholly to be performed
therein.

     22. In the event this  Agreement  is  executed by a group,  this  agreement
shall be  binding on each of the  individual  members of the group as if entered
into separately and  individually.  Manager shall represent such  individuals in
their individual  capacities with respect to all endeavors in the  entertainment
field.
<PAGE>
IN WITNESS WHEREOF,  the parties hereto have set their hands of the day and year
first above written.

                                      MANAGER:


                                      /s/ Ralph Cooper
                                      Ralph Cooper for Prelude
                                      Development

                                      ARTIST:


                                      /s/ Brenda Durmann
                                      Brenda Durmann
                                      Born:
                                      SS #