AGREEMENT made this day of November 4,1999,  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 Alex Javier  Weir,
Enrique  Carlos Sosa and  Cecilio  Farinas,  (the  individuals  are  hereinafter
referred to collectively  and individually in the second person plural as "You")
collectively  p/k/a  "PokoLoco"  (hereinafter  the group of  individuals  may be
referred  to  collectively  as  "Artist")  with  the  current  addresses  of the
individual numbers of Artist set forth on Schedule B attached to this agreement.

     The parties agree as follows:

1 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 the later of (i) eighteen
(18)  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 Distributors  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, ten
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 four (4) 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 Contact 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 22 and 2.3.1 herein.

     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 refined 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 Tenn.

     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.
<PAGE>
     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 (the
"Recording Commitment"):


       Contact Period           Recording Commitment
       --------------           --------------------
       Initial Period           One (1) Album
       First Option Period      One (1) Album
       Second Option Period     One (1) Album
       Third Option Period      One (1) Album
       Fourth 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  variations  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 Contact Period and You shall not be entitled to additional  compensation
for such services provided in connection therewith.

     3.4 Company hereby  acknowledges  delivery of the Master currently entitled
"Celebrity".

4    Recording Procedure.

     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 be 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 be made by unauthorized dubbing.

     4.6 If for any reason You  unreasonably  delay the  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 payment 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 master and the lacquer master,  (only to the extent
such mastering costs arc charged to Company by its Licensee) and all other coats
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 Casts" 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 full 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 the
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 & on Your behalf during the Term of this  agreement,
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
<PAGE>
Company, free from any claims whatsoever by You or any other Person; and Company
shall have the exclusive right to copyright such Master Recordings in its or any
Distributor's  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 carry out the purposes of
this  agreement,  and  Company  may sign  such  documents  in Your name and make
appropriate disposition of them.

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 swine 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-shirt and
other clothing,  posters, stickers,  novelties and any other merchandising hems.
Company shall credit to Your royalty  account a sum equal to fifty percent (50%)
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  cost 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
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.
<PAGE>
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 panics 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 in 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 herein above 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
     sale 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 are 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 riot 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 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  raze 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 my 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
submission to Company of the  documents and  information  required  herein,  You
<PAGE>
shall  furnish  Company  with a written  acknowledgment  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 11, 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
cc whichever of the following dates shall be later;  (a) the date five (5) years
subsequent to the date such Composition is recorded  hereunder,  or (b) the date
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.
<PAGE>
     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  arc 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.

     12.7  There  are no prior  recorded  masters  embodying  Your  performances
unreleased  within the 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 Terra  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
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.
<PAGE>
  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.

13   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 Deliver 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.

     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.
<PAGE>
     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  national  record  company  distributed  by one  of  the  following
distributors,  CEMA,  Sony  Music,  UNI/PolyGram,  BMG,  or WEA,  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   Group Provisions.

     15.1  (a)  You  warrant,  represent  and  agree  that  for so  long as this
agreement  shall be in  effect,  Artist  will  perform  together  as a group for
Company.  If any  individual  comprising  Artist  refuses,  neglects or fails to
perform together with the other individuals  comprising Artist in fulfillment of
the obligations agreed to be performed under this agreement or leaves the group,
You shall give Company prompt written notice thereof. (The term "leaving member"
shall  hereinafter be used to define each  individual who leaves the group or no
longer  performs  with the  group,  or each  member  of the  group if the  group
disbands.)  Company shall have the right,  to be exercised by written  notice to
You within ninety (90) days following its receipt of Your notice:

          (i) To continue with the services of any such leaving member  pursuant
     to paragraph 15.4 below;

          (ii) To  terminate  the Term of this  agreement  with  respect  to the
     remaining  members of Artist whether or not Company has exercised its right
     to continue with the services of a leaving member;

          (iii) To treat all the members of Artist as leaving members,  and have
     the right to exercise  its rights with respect to each in  accordance  with
     this Article 15.

     (b) In the event that Company fails to send notice of Company's exercise of
tights pursuant to paragraph  15.1(a) above, the Term of this agreement shall be
deemed terminated with respect to such leaving member.
<PAGE>
     (c) If at any time  Company  believes  or has  knowledge  that a member  of
Artist is or may be a leaving member, then Company shall have the right (but not
the obligation) to exercise Company's rights in accordance with this Article 15.
If Company sends a notice to You pursuant to this paragraph  15.1(c),  You shall
have the right,  within fifteen (15) days following the date of such notice,  to
furnish Company with affirmative  documentation  that the member of Artist shall
continue to fulfill such member's  obligations under this agreement and remain a
member of Artist.  Such  documentation  shall be  satisfactory to Company in its
sole discretion and shall include,  without  limitation,  a signed  notification
from  the  member  that  such  member  shall  continue  as a member  of  Artist.
Notwithstanding  anything to the contrary expressed or implied in this paragraph
15.1(c),  Company's  action or  inaction  with  respect to  Company's  belief or
knowledge that a member of Artist may be, or may become,  a leaving member shall
not act as a  waiver  of any of Your  duties,  obligations,  representations  or
warranties  under  this  agreement,   including,   but  not  limited  to,  those
obligations under paragraph  15.1(a),  or as a waiver of any of Company's rights
or remedies under this agreement.

     15.2  A  leaving  member,  whether  or not  his  engagement  is  terminated
hereunder, may not perform for others for the purpose of recording any selection
as to which the  applicable  restrictive  period  specified in paragraph 12.2 of
this agreement has not expired.

     15.3 A leaving member shall not,  without  Company's prior written consent,
use the professional  name of the group in any commercial or artistic  endeavor,
the said  professional  name shall remain the  property of those  members of the
group who continue to perform their obligations  hereunder and whose engagements
are not terminated;  and, the person,  if any, engaged to replace the individual
whose  engagement is terminated shall be mutually agreed upon by Company and You
and each such person  added to Artist,  as a  replacement  or  otherwise,  shall
become  bound by the terms and  conditions  of this  agreement.  Changes  in the
individuals  comprising Artist shall be made by mutual agreement between You and
Company.

     15.4 In  addition  to the  rights  provided  in the  preceding  paragraphs,
Company shall have, and You hereby grant to Company,  an irrevocable  option for
the  individual and exclusive  services of each leaving member as follows:  Said
option, with respect to such individual,  may be exercised by Company giving You
notice in writing  within  ninety (90) days after  Company  receives Your notice
provided for in paragraph  15.1(a) above. In the event of Company's  exercise of
such option, You and such leaving member shall be deemed to have entered into an
agreement  with Company with respect to such  individual's  exclusive  recording
services upon all the terms and  conditions of this  agreement  except that: (i)
the Minimum  Recording  Commitment in the Initial Period shall be two (2) Sides,
with an overcall option, at Company's election, for sufficient additional Master
Recordings  to constitute  up to one (1) Album,  with an additional  number (the
"Number") of options granted to Company to extend the term of such agreement for
consecutive  option periods for one (1) Album each,  each of which options shall
<PAGE>
be  exercised  within nine (9) months  after  delivery to Company of the Minimum
Recording  Commitment  for the  immediately  preceding  contact  period  of such
leaving member's agreement. The Number shall be equal to the remaining number of
Albums embodying  performances of Artist which You would be obligated to deliver
hereunder if Company  exercised  each of its options,  but in no event shall the
Number be has than four (4);  (ii)  Company  shall pay all  Recording  Costs for
Master  Recordings  to be  recorded by such  individual  up to the amount of the
budget approved by Company therefor;  (iii) Company's royalty obligation to such
individual shall be the payment to such individual of the royalties  computed as
set forth in this  agreement but & only three quarters (3/4) the rates set forth
herein;  (iv) Company shall be entitled to combine such leaving member's account
with the Artist account  hereunder;  and (v) Recordings by such individual shall
not be applied in diminution of Your Minimum  Recording  Commitment as set forth
in this agreement.

     15.5 You shall not have the right,  so long as this agreement is in effect,
to  assign  Artist's  professional  name(s)  or to  permit  its use by any other
individual or group of individuals without Company's prior written consent,  and
any attempt to do so shall be null and void and shall  convey no right or title.
Without  limitation of the generality of paragraph 7 above, You hereby represent
and warrant  that You are the owner of the  professional  name  mentioned on the
first page of this agreement,  and that no other Person, firm or corporation has
the right to use said professional name or to permit it to be used in connection
with  Phonograph  Records,  and that You have the authority to grant Company the
right to use said  professional  name.  Company shall have the right to use said
professional name in accordance with the provisions hereof.

16   Remedies.

     16.1 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:

          16.1.1 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

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

     16.2  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.


     17 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.
<PAGE>
18   Agreements, Approval & Consent.

     18.1 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.

     18.2 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.

     19 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, 11"' floor, New York, New York
10010.

20 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.

21   Publishing.

     21.1 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 the form of
Exhibit A appended hereto.

     21.2 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.

22   Video.

     22.1 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:
<PAGE>
     22.2  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;

     22.3  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  Coats shall be
recoupable  from  royalties or other sums  payable  with respect to  audiovisual
recordings;

     22.4 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 purpose",
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.

     22.5 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,  hail 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.

23   Miscellaneous.

     23.1 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
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.

     23.2 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  fixture,  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.

     23.3 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.

     23.4 Those  provisions of any applicable  collective  bargaining  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.
<PAGE>
     23.5 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.

     23.6 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.

     23.7 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.

     23.8 This  agreement has been entered into in 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.

     23.9 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.

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

     23.11 You  acknowledge  that  Company  has  recommended  that You have this
agreement  reviewed  on Your  behalf  by an  attorney  experienced  in the music
industry.
<PAGE>
     IN WITNESS  WHEREOF the parties have executed this agreement as of the date
first hereinabove written.

                                   Prelude Development Inc.

                                   By: /s/Marlowe R. Walker
                                        Authorized Officer

/s/ Alex Javier Weir
Alex Javier Weir
SSN: ###-##-####

/s/ Enrique Carlos Sosa
Enrique Carlos Sosa
SSN: ###-##-####

/s/ Cecilio Farinas
Cecilio Farinas
SSN: ###-##-####

/s/ Joel Antonio Estrada
Joel Antonio Estrada
SS# ###-##-####
<PAGE>
SCHEDULE A annexed to and forming a part of the  exclusive  recording  agreement
entered into by and between Prelude Film and Music Works (hereinafter "Company")
-and- Alex Javier Weir with an address at 2417 Lake  Avenue,  West Palm Beach FL
33415,  Enrique  Carlos  Sosa with an address  at 6350 Red Pine Lane,  West Palm
Beach,  FL 33415,  Cecilio  Farinas,  210 Foxtail Dr., West Palm Beach, FL 33401
(the  individuals are hereinafter  referred to collectively  and individually in
the second person plural as "You")  collectively  p/k/a "PokoLoco",  dated as of
the fourth day of November, 1999 (with such agreement hereinafter referred to as
"Recording Agreement").

     1 Royalties.  Conditioned upon Your full and faithful performance of all of
the terms  and  conditions  of the  Production  Agreement,  in  accordance  with
paragraph 8.5 of the Production Agreement 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:

     1.1 U.S.:  The  royalty  rate for Net Sales of Records  sold by Company for
distribution  through  Normal  Retail  Channels in the United Stares (the "Basic
U.S. Rate") shall be as follows:

          1.1.1 Album: With respect to Albums, a royalty of twelve percent (12%)
     of the Royalty Base.

     1.2 Canada:  The royalty rate with respect to Net Sales of all Records sold
in Canada shall be  seventy-five  percent (75%) of the Basic U.S. Rate set forth
an this paragraph 1.1.

     1.3 Foreign: The royalty rate with respect to Net Sales of all Records sold
outside of the U.S.  and Canada shall be fifty  percent  (50%) of the Basic U.S.
Rate set forth in paragraph 1.1.

     1.4 The royalty  rate with respect to Net Sales of Records sold in the form
of compact discs,  Digital Compact Cassettes,  Mini-Discs and any Records in any
form, configuration, format or technology not herein described which is now know
but  not  widely   distributed  ("New  Technology   Configurations")   shall  be
seventy-five percent (75%) of the otherwise applicable royalty rate.

     1.5 The royalty for Net Sales of EP Records shall be fifty percent (50%) of
the otherwise applicable royalty rate for Albums.

     1.6 The royalty for Net Sales of Long Play Singles  shall be fifty  percent
(50%) of the otherwise applicable royalty rate for Singles.

     1.7 In respect  of  Records  sold to  consumers  through  any mail order or
record club or similar  operation  conducted by Company (the "Club  Operation"),
the  royalty  rate  shall be fifty  percent  (50%) of the  otherwise  applicable
royalty rate, and such royalties  shall at all times be computed on the basis of
Net Sales of such Records.

          1.7.1  Notwithstanding  the foregoing,  no royalty shall be payable to
     You with  respect to (i)  Records  for which such a Club  Operation  is not
     paid, (ii) Records sold through a Club Operation at a substantially reduced
     price,  (iii) Records received by members of a Club Operation as part of an
     introductory   offer  in   connection   with  joining  such  Club  or  upon
     recommending  that another person join such Club, (iv) Records  distributed
     to a member of a Club  Operation  as a result of the purchase of a required
     number of  records,  and (v) Records  distributed  by a Club  Operation  as
     "free", "bonus" or "dividend" Records.
<PAGE>
     1.8 In respect of Master  Recordings  licensed or made available by Company
to third parties for the  manufacture,  distribution  or sale of Records through
broadcast  or other  advertisements  utilizing  key-outlet  distributors  or any
similar method of operation, or through any record club, mail order or a similar
operation or for use in connection with a so-called  "premium"  operation or for
use on a particular  Record that is intended for sale through  customary  retail
trade  channels  (e.g.; a soundtrack  album),  Company shall credit Your royalty
account  with fifty  percent  (50%) of the net  royalties  actually  received by
Company from such third parties after  deducting  therefrom all applicable  AFM,
copyright and other third party payments.

     1.9 In respect of Records sold to educational  institutions or libraries or
to armed forces post  exchanges and in respect of Multiple  Albums,  the royalty
payable to You shall be fifty percent (50%) of the otherwise  applicable royalty
rate,  and such royalty shall at all times be computed on the basis of Net Sales
of such Records.

     1.10 In respect of mid-priced and budget Records,  the royalty rate payable
to You shall be sixty-six  and  two-thirds  percent (66 2/3%) and fifty  percent
(50%), respectively, of the otherwise applicable top-line royalty rate, and such
royalty  shall  at all  times be  computed  on the  basis  of Net  Sales of such
Records.

     1.11 With respect to any other category of record sale or  exploitation  of
any Master Recording not specifically  enumerated  herein.  You shall receive an
amount equal to fifty percent (50%) of Company's net earned royalties in respect
of any such sale or exploitation.

     1.12 With  respect to the  exploitation  of Videos by Company or  Company's
licensees,  Company  shall  credit  Your  account  with fifty  percent  (50%) of
Company's Net Receipts  attributable  to the Videos.  "Net  Receipts"  means all
amounts  received by Company  less any amount which  Company pays in  connection
with the  exploitation of the Videos,  including  payments to publishers,  labor
organizations, shipping and duplication costs, and distribution fees.

     1.13 For the purpose of computing  royalties  there shall be deducted  from
the suggested  retail list price (or other  applicable  price; if any upon which
royalties are calculated) of records  hereunder a container  charge in an amount
equal to fifteen (15%) percent  thereof for standard black  vinyl-disc  records,
whether or not  accompanied  by double fold sleeves,  with  slickers,  booklets,
posters or with other  special  attachments  or features;  twenty (20%)  percent
thereof  for records in standard  tape  cassette  form;  and  twenty-five  (25%)
percent  thereof for  so-called  "compact  discs",  digital  audio  tape,  other
digitally  read records and for records in any other record format not generally
in distribution as of the date hereof.

     1.14 With respect to Records  embodying  Master  Recordings made hereunder,
together with other master recordings,  the royalty rate payable to You shall be
computed by multiplying the royalty rate otherwise applicable by a fraction, the
numerator of which is the number of Sides  contained  thereon  embodying  Master
Recordings  made  hereunder and the  denominator of which is the total number of
Sides contained on such Record.

     1.15 With  respect to each  Master  Recording  which You record  here under
jointly with any other artist to whom Company is obligated to pay a royalty, the
royalties  payable to You hereunder in connection with  Recordings  manufactured
from such Master  Recordings  shall be computed by multiplying  the royalty rate
otherwise  applicable  hereunder by a fraction,  the numerator of which shall be
one and the denominator of which shall be the total number of artists (including
You) whose performances are embodied on such Master Recordings.
<PAGE>
     1.16 No  royalties  shall be payable  to You in respect of Records  sold by
Company or its Licensees as cut-outs  after the listing of such Records has been
deleted from the catalogue of Company or the particular Licensee, or for a scrap
at a salvage or close-out price, or for less than fifty percent (50%) of Company
or its Licensee's  regular  wholesale  price for such records,  or in respect of
Records distributed to radio stations or for use on transportation  carriers and
facilities to promote or stimulate the sale of Records, or in respect of Records
sold or distributed as "free" or "no-charge" or "bonus" Records  (whether or not
intended for resale).

     1.17  Notwithstanding  anything to the contrary contained in Paragraph 1.16
above,  in  respect of the sale by Company  to its  dealers or  distributors  of
Records  subject  to a discount  or  merchandising  plan,  the number of Records
deemed to have been sold shall be  determined  by reducing the number of Records
shipped by the percentage of discount  granted,  and if a discount is granted in
the form of "free" or "no-charge"  records,  such "free" or "no-charge"  records
shall not be deemed included in the number of Records sold.

     1.18 No  royalty  shall be payable  to You  unless  and until  Company  has
recouped all  Advances and all  Recording  Costs in  connection  with the Master
Recordings  produced  hereunder from thc royalties  payable to You in respect of
Net Sales of Records embodying such Master Recordings, and after such recoupment
royalties  shall be computed and paid to You only for and on those  records sold
by Company or its Licensees after such recoupment. No royalties shall be payable
to You in respect of Records sold by Company or its Licensees  until payment for
such Records sold by Company or its  Licensees  has been  received by Company in
United States of America. For accounting purposes, sales of Records hereunder by
any Person other than Company  (e.g.,  Company's  Licensees)  shall be deemed to
occur in the same semi-annual accounting period in which such Person accounts to
Company  therefor.

          1.18.1  Company  shall  have the right to  withhold  a portion of Your
     royalties as a reserve for returns, rebates, credits and exchanges.

          1.18.2  Company  may elect from time to time to  compute  and pay Your
     Royalties  on  the  basis  of  the  wholesale   selling  price  of  Records
     manufactured  from Master  Recordings made hereunder  instead of the Retail
     Selling Price, as long as such computation  does not materially  affect the
     net amount of royalties payable to You hereunder.

2    Definitions.

          2.1 Unless herein separately defined,  all terms,  words,  phrases and
     expressions  used in this Schedule A shall have the same meanings herein as
     under the Production Agreement.

          2.2 "Net  Sales" - all monies  earned and  received  by Company in the
     United  States  from sales of Records,  less  returns  and  credits,  after
     deduction of reserves against anticipated returns.
<PAGE>
     2.3  "Royalty  Base" - The  royalty  rates set forth in Schedule A shall be
applied against the retail list price (less container deductions,  excise taxes,
duties and other  applicable  taxes and  reductions  included in the retail list
price) for 100% of records  sold which are paid for and not  returned.  The term
"retail  list price" as used in this  Schedule A shall mean (i) for records sold
in the U.S., the manufacturer's suggested retail list price in the U.S. and (ii)
for records sold outside of the U.S.. the manufacturer's  suggested retail price
in the country of manufacture or sale, as we are paid. In those  countries where
a suggested  retail price is not utilized,  the generally  accepted retail price
shall be utilized.  Notwithstanding  the foregoing;  in the U.S. the retail list
price for a Maxi-single shall be the lesser of (a) 150% of the retail list price
of a Single or (b) the actual retail list price for a  Maxi-Single.  Outside the
U.S.  the retail list price for a  Maxi-single  shall be deemed to be the retail
list price of a Single.  Company shall have the right to deduct all returns made
at any time for any reason. Royalties in respect of sales of records outside the
U.S. shall be computed in the same national  currency as Company is accounted to
and shall be paid at the same rate of exchange as Company is paid.

     2.4  "Normal  Retail  Channels"  -  Normal  retail  distribution   channels
excluding sales of Records described in paragraph 1.7 through paragraph 1.18.
<PAGE>
                                    EXHIBIT A

AGREEMENT made this day of November 4, 1999, by and between Prelude  Development
Inc., (or its publishing designee) and Alex Javier Weir, Enrique Carlos Sosa and
Cecilio  Farinas,   collectively  p/k/a  "PokoLoco"  (hereinafter  individually,
jointly and collectively as "Participant")

                                   WITNESSETH:

WHEREAS,  it is the  intention  of  Publisher  and  Participant  that they shall
jointly own the "Controlled  Compositions" (as that term is described and as set
forth in Article 21 of the agreement dated as of the date hereof between Prelude
Development Inc., and Alex Javier Weir, Enrique Carlos Sosa and Cecilio Farinas,
collectively p/k/a "PokoLoco"  ("Agreement") [with such Controlled  Compositions
hereinafter   referred   to   individually,    jointly   and   collectively   as
"Composition(s)"]),  so that the entire  worldwide  right,  title and  interest,
including the copyright,  the right to copyright and any and all renewal rights,
in and to the Compositions shall be owned by Publisher and by Participant in the
percentages described below:

PERCENTAGES:

        (a) Publisher: 50%
        (b) Participant: 50%

     NOW, THEREFORE,  for good and valuable consideration,  the receipt of which
is hereby acknowledged by each party hereto, it is agreed as follows:

     1. a. Publisher and Participant shall jointly own the Compositions,  in the
shares above described,  including all the worldwide right,  title and interest,
including the copyrights, the right to copyright and any renewal rights, therein
and thereto.

     b. The term of this  agreement  shall be  co-terminus  with the term of the
Agreement,  and  all  extensions,   renewals,  substitutions  and  modifications
thereof.

     2. The  Compositions  shall be registered for copyright by Publisher in the
names of Publisher and  Participant  in the Office of the Register of Copyrights
of the  United  States  of  America.  If any  Composition  has  heretofore  been
registered  for copyright in the name of any writer(s)  other than  Participant,
Participant shall simultaneously herewith cause such other writers to deliver to
Publisher  and  Participant  an  assignment   thereof,  in  form  acceptable  to
Publisher.  If any  Composition  has heretofore been registered for copyright in
the name of Participant,  Participant shall  simultaneously  herewith deliver to
Publisher an assignment of the appropriate  interest therein, in form acceptable
to Publisher.  Participant  acknowledges  that Publisher has the authority under
paragraph 16 herein to execute such assignment if Participant does not do so.

     3. Publisher has the sole,  exclusive and worldwide right to administer and
exploit the Compositions,  to print, publish,  sell, dramatize,  use and license
any and all uses of the  Compositions,  to  execute  in its own name any and all
licenses and agreements  whatsoever  affecting or respecting  the  Compositions,
including  but not  limited to  licenses  for  mechanical  reproduction,  public
performance,  dramatic uses,  synchronization  uses and  subpublication,  and to
assign or license such rights to others.  This statement of exclusive  rights is
only in  clarification  and  amplification of the rights of Publisher and not in
limitation thereof.
<PAGE>
     4.  Publisher  is entitled  to receive  and  collect and shall  receive and
collect all Gross Receipts  derived from the  Compositions.  "Gross Receipts" is
defined as any and all revenue. income and sums derived and actually received by
Publisher in the United Status (after  deduction of any collection or other fees
charged by the Harry Fox Agency, or any other such collection agent which may be
used by the  Publisher in the United States and Canada,  and after  deduction of
any  collection  fee or share of royalties  charged by any  collection  agent or
subpublisher  used by Publisher  outside the United  States and Canada) from thc
exploitation of the  Compositions,  including,  without  limitation,  mechanical
royalties,  synchronization  fees,  dramatic use fees,  printing  income and the
publisher's  share of public  performance  fees.  In the event  Publisher or its
subsidiaries  or  affiliates in the United States or Canada shall print and sell
any printed  editions of any of the  Compositions,  Gross  Receipts with respect
thereto, for the purposes of this agreement,  shall be deemed to be a royalty on
the net paid sales of each printed edition,  which royalty shall be equal to the
then  current  royalty  generally  being paid by print  licensees  in the United
States to unrelated music publishers.

     5. Publisher shall pay to Participant fifty percent (50%) of the Net Income
derived by  Publisher  from the  Compositions,  and shall  retain the  remaining
portion of the Net Income for its own  account.  "Net  Income" is defined as the
Gross Receipts less the following:

          a. Any  royalties  paid by  Publisher  to the writer or writers of the
     Composition,  it being  understood that Publisher shall not be obligated to
     pay such writer(s) his share of performance royalties which are paid to him
     directly by his performing rights society;

          b. Administrative and exploitation  expenses of Publisher with respect
     to the  Compositions  including,  without  limitation,  registration  fees,
     advertising and promotion  expenses  directly related to the  Compositions,
     the  costs of  transcribing  for  lead  sheets,  and the cost of  producing
     demonstration  records to the extent  such  costs are not  recoupable  from
     other writers' royalties; and

          c.  Attorneys'  fees,  if  any,  actually  paid by  Publisher  for any
     agreements  (other  than  the  within   agreement)   affecting  solely  the
     Compositions or any of them.

     6. Small performing rights in the Compositions,  to the extent permitted by
law, shall be assigned to and licensed by the performing rights society to which
both parties belong.  Said society shall be and is hereby  authorized to collect
and receive all monies earned from the public performance of the Compositions in
the United States and Canada and shall be and is hereby directed to pay directly
to Publisher  the entire  amount  allocated  by said society as the  publisher's
share of public  performance fees for the Compositions for the United States and
Canada.

     7.  Mechanical  royalties  for the  Compositions  for the United States and
Canada  shall be  collectible  by the  Harry  Fox  Agency,  CMRRA  or any  other
collection agent which may be designated by Publisher,  provided,  however, that
Publisher  shall,  in the case of any record  company  in the  United  Stales or
Canada affiliated with Publisher, issue the mechanical licenses directly to said
record  company at the then current  statutory rate (with such reduced rates for
special types of sales or distribution  for which Publisher  customarily  grants
reduced  rates  to  nonaffiliated   record  companies)  and  collect  mechanical
royalties directly therefrom.
<PAGE>
     8. Statements as to monies payable  hereunder shall be sent by Publisher to
Participant  semi-annually  within  ninety  (90)  days  after  the  end of  each
semi-annual  calendar  period.  Statements  shall be  accompanied by appropriate
payments. Upon the submission of each statement,  Publisher shall have the right
to retain, as a reserve against  subsequent  charges,  credits or returns,  such
portion of payable monies  hereunder with respect to print sales by Publisher or
its  affiliates  as shall be  necessary  and  appropriate  in its best  business
judgment.  Participant  shall  be  deemed  to  have  consented  to  all  royalty
statements and other  accounts  rendered by Publisher to  Participant,  and said
statements and other accounts shall be binding upon  Participant and not subject
to any objection for any reason,  unless specific objection in writing,  setting
forth the basis thereof,  is given by  Participant  to Publisher  within one (1)
year from the date  rendered.  Participant or a certified  public  accountant in
Participant's  behalf  may,  at  reasonable  intervals,  examine  the  books  of
Publisher  pertaining to the  Compositions,  during  Publisher's  usual business
hours and upon thirty (30) days written notice to Publisher. Said books relating
to activities and receipts during any accounting  period may only be examined as
aforesaid during the one (1) year period  following  service by Publisher of the
statement for said accounting period.

     9. Each  party  hereto  shall  give the other  the  equal  benefits  of any
warranties  or  representations  which it  obtained  or shall  obtain  under any
agreements affecting the Compositions except for the Agreement.

     10.  Publisher  shall  have  the  sole  right  but  not the  obligation  to
prosecute,  defend,  settle and compromise all suits and actions  respecting the
Compositions,  and generally to do and perform all things  necessary  concerning
the same and the copyrights therein, to prevent and restrain the infringement of
copyrights or other rights with respect to the Compositions. In the event of the
recovery by  Publisher  of any monies as a result of a judgment  or  settlement,
such monies  shall be divided  between  Publisher  and  Participant  in the same
shares as provided  in clause 5 above,  after first  deducting  the  expenses of
obtaining said monies,  including  counsel fees, and paying any necessary  share
thereof  to any other  writers.  Participant  shall  have the  right to  provide
counsel for itself but at its own  expense,  to assist in any such  matter.  Any
judgments  against  Publisher and any settlements by Publisher of claims against
it  respecting  any of the  Compositions,  together  with  costs  and  expenses,
including  counsel fees; shall be covered by the indemnity  provisions of clause
15  hereof  and  Participant's  indemnity  payment  thereunder  shall be paid to
Publisher  promptly  upon demand and may also be recouped by Publisher  from any
and all sums that may become due to Participant hereunder.

     11. a Participant shall not sell, transfer,  assign or otherwise dispose of
any  interest in the  copyright of any  Composition  without  first  offering to
Publisher  the right to buy or acquire such  interest at the same boa fide price
and pursuant to the same bona fide terms as may he offered to Participant by any
responsible and unrelated third party,  which terms may,  however,  only provide
far  payment  of cash in lump sum or  installments.  Participant  agrees to give
Publisher written notice of any such born fide and acceptable offer as described
above (which notice shall set forth the name of the prospective  purchaser,  the
price, and all other terms of such offer),  and Publisher shall have thirty (30)
business  days  after  receipt  of such  notice in which to  notify  Participant
whether or not it desires to acquire  such  interest  in the  copyright  of such
Composition  at the price and pursuant to the terms set forth in the notice.  If
Publisher  fails to give  Participant  written  notice  within the  thirty  (30)
business  day period  that it is  exercising  its  option to buy & acquire  such
interest,  Participant shall have the right to accept the bona fide offer by the
prospective  purchaser,  but  only  as  set  forth  in  Participants  notice  to
Publisher,  provided that, if  Participant  does not accept such born fide offer
from such prospective  purchaser within twenty (20) days after expiration of the
thirty (30)  business day period,  the  procedure set forth in this clause shall
again be followed by Participant before Participant may dispose of such interest
in the copyright of such Composition.

          b.  Publisher  shall  have  the  tight to sell,  transfer,  assign  or
     otherwise dispose of any interest in the copyright of any Composition.
<PAGE>
     12.  The  rights of the  parties  hereto in and to each  Composition  shall
extend  for the  full  term of the  copyright  of  said  Composition  and of any
derivative  copyrights  therein in the United States of America.  and throughout
the rest of the world and for the terms of any and all  renewals  or  extensions
thereof in the United  States of America and  throughout  the rest of the world.
Each composition is a work made for hire under the U.S. Copyright Law.

     13.  Participant  hereby  warrants and represents  that it has the right to
enter into this agreement and to grant to Publisher any rights  granted  herein,
and that the  exercise by  Publisher  of any and all rights with  respect to the
Compositions  will not  violate or  infringe  upon any  common law or  statutory
rights  of any  person,  firm  or  corporation  including,  without  limitation,
contractual rights,  copyrights and rights of privacy. The rights granted herein
are free and clear of any claims,  demands,  liens or encumbrances,  Participant
acknowledges that Publisher has the right to administer and publish compositions
other than the Compositions.

     14. The initial term of this agreement shall commence upon the date hereof.
It is the  intention  of the  parties  hereto  that  the  tam  hereof  shall  be
coterminous with the term of the Agreement, same may be renewed or extended from
time  to  time.  Accordingly,  each  extension  or  renewal  of the  term of the
Agreement  shall  automatically  extend  or renew the term  hereof  for the same
period.  The phrase "the term hereof or "the term of this  agreement" as used in
this  agreement,  shall refer to the initial and any  extension or renewal terms
hereof in accordance with the foregoing.

     15.  Participant shall at all times indemnify and hold harmless  Publisher,
its assigns,  licensees  and its and their  directors,  officers,  shareholders,
agents and  employees,  from and against any and all  claims,  damages,  losses,
liabilities,   costs  and  expenses,  including  without  limitation,  fees  and
disbursements  of counsel  incurred  by the  indemnified  party in any action or
proceeding  between the indemnifying  party and the indemnified party or between
the  indemnified  party and any third  party,  arising out of any claim which is
inconsistent  with  or any  alleged  breach  or  breach  by  Participant  of any
warranty,  representation or agreement made by Participant  herein.  Participant
shall  reimburse  Publisher  and  its  assigns,  licensees  and  its  and  their
directors,  officers,  shareholders,  agents and employees on Publisher'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.  Publisher
will notify  Participant of any claim to which the foregoing  indemnity applies,
and pending the disposition of any such claim or action Publisher shall have the
tight to withhold  payment of such  portion or any and all monies  hereunder  as
shall be  reasonably  related to the amount of the claim and  estimated  counsel
fees and costs.

     16. Participant does hereby irrevocably  empower and appoint Publisher,  or
any of its  representatives.  Participant's  true and lawful attorney (with full
power  of  substitution   and   delegation)  in   Participants   name,  arid  in
Participant's  place and stead, to take and do such action,  and to make,  sign,
execute,  acknowledge,  deliver, and record any and all instruments or documents
which  Publisher,  from time to time, may deem desirable or necessary to vest in
Publisher,  its successors,  assigns and licensees, any of the rights granted by
Participant  hereunder,  including,  without  limitation,  such  instruments  or
documents required to secure to Publisher and Participant copyright registration
and protection for the  Compositions  for the full term of the copyright and for
any renewals or extensions thereof.
<PAGE>
     17. The respective  addresses of Publisher and Participant for all purposes
of this  agreement  shall be as set forth above,  until written  notice of a new
address shall be duly given. All notices shall be in writing and shall either be
delivered by registered or certified mail (return  receipt  requested),  postage
prepaid,  or by  telefacsimile,  all charges prepaid.  The date of mailing or of
sending  by  facsimile  whichever  shall be first,  shall be deemed  the date of
service.  A courtesy  copy of all notices to Publisher  shall be  simultaneously
sent to Sander & Baldonado,  304 Park Avenue South,  11th Floor,  New York,  New
York 10010.

     18. This  agreement  shall not be deemed to give any right to remedy to any
third party  whatsoever  unless said right or remedy is specifically  granted to
such third party by the terms hereof.

     19. The parties  hereto  shall  execute any  further  documents  including,
without  limitation,  assignments  of  copyrights,  and do all acts necessary to
fully effectuate the terms and provisions of this agreement.

     20. Publisher may enter into sub-publishing or collection  agreements with,
and  license  or assign  this  agreement  and any of its rights  hereunder  arid
delegate any of its obligations hereunder to, any persons, firms or corporations
for any one or more countries of the world.  If Publisher is or shall be a party
to any sub-publishing, collection or administration agreement for any country of
the world with a subsidiary or affiliates,  such agreement shall be deemed to be
an agreement with an unrelated third party.

     21. This agreement  shall not be binding upon Publisher until duly executed
by Participant  and duly executed by Publisher.  Nothing herein  contained shall
constitute  a   partnership   between  or  a  joint  venture  by  Publisher  and
Participant. Neither party hereof shall bold itself out contrary to the terms of
this clause,  and neither party shall become liable for any  obligation,  act or
omission of the other party contrary to the provisions  hereof. If any provision
of this agreement shall be declared invalid,  same shall not affect the validity
of the remaining provisions hereof, No waiver of any provision of this agreement
or of any default  hereunder shall affect the waiving party's rights  thereafter
to enforce such provision or to exercise any right or remedy in the event of any
other default whether or not similar.

     22.  Annexed hereto as "Schedule "A" is the form of letter of direction and
assignment  from  Participant  to [the  name  of  applicable  performing  rights
society,  e.g.,  BMI,  ASCAP or SESAC] which shall  effectuate the provisions of
clause 6 above.  Participant  shall sign and deliver to Publisher copies of said
letter  simultaneously  herewith.  and in default  thereof  Publisher  is hereby
authorized and empowered by Participant to sign copies of this letter for and on
behalf of Participant and submit same to the appropriate society.

     23. If any musical composition  acquired in whole or in part by Participant
during the term hereof or by Publisher  under the  provisions  of the  Agreement
shall have been written or co-written by a member of a performing rights society
other  than the  society  to which  the  parties  hereto  belong,  said  musical
composition or the appropriate  share thereof shall be a Composition  hereunder,
co-owned  by an  affiliate  of  Publisher  which shall be a member of said other
society and by an affiliate of Participant which shall be a member of said other
society, and administered by Publisher's  affiliate.

     24.  Publisher  shall  not  be  deemed  to be in  breach  hereunder  unless
Participant  shall notify Publisher  thereof in the manner prescribed herein and
Publisher  shall fall to remedy such alleged  breach  within sixty (60) business
days after  receiving  such notice unless the alleged breach is of such a nature
diet it cannot  practicably  be  completely  remedied  within  such  sixty  (60)
business  day period,  in which event  Publisher  shall be deemed to have timely
remedied such alleged  breach if Publisher  commences to do so within such sixty
(60) business day period and proceeds to complete the remedying thereof within a
reasonable rime thereafter.
<PAGE>
     25. This agreement sets forth the entire understanding between the parties,
and cannot be changed,  modified or canceled  except by an instrument  signed by
the party sought to be bound.

26. This  Agreement  has been entered into in 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  Stare,  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.  Any process in any action,  suit or proceeding arising out of or
relating to this agreement may, among other methods  permitted by law, be served
upon  Participant  by delivering or mailing it by registered or certified  mail,
directed to the address first above written or such other address as Participant
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.

     IN WITNESS  WHEREOF,  the parties have executed this  agreement the day and
year first above written.

                                           Prelude Development Inc.

                                           By: /s/


                                           Authorized Officer

/s/ Alex Javier Weir
Alex Javier Weir
SSN: ###-##-####

/s/ Enrique Carlos Sosa
Enrique Carlos Sosa
SSN: ###-##-####

/s/ Cecilio Farinas
Cecilio Farinas
SSN: ###-##-####

                                                /s/ Joel Antonio Estrada
                                                Joel Antonio Estrada
                                                SS# ###-##-####

<PAGE>
                                   SCHEDULE A

Dated as of November 4. 1999
American Society of Composers
Authors & Publishers
One Lincoln Plaza
New York, NY 10023

Gentlemen:

     You are hereby authorized and directed to pay to our administrator, Prelude
Development  Inc.  (or its  publishing  designee)("Administrator")  at 304  Park
Avenue  South,  11th floor.  New York,  New York 10010,  and we hereby assign to
Administrator,  all monies payable from and after the date hereof (regardless of
when earned) as the publisher's  share of performance  royalties with respect to
the compositions described below.

     Each  and  every  musical  composition  co-owned  by  the  undersigned  and
Administrator.

     Copies of all statements shall be sent to Administrator and to us.

     The foregoing  authorization  and direction  shall remain in full force and
effect until modified or terminated by both the undersigned and Administrator.

Very truly yours,

/s/ Alex J. Weir
Alex Javier Weir
SSN: ###-##-####

/s/ Enrique Carlos Sosa
Enrique Carlos Sosa
SSN: ###-##-####

/s/ Cecilio Farinas
Cecilio Farinas
###-##-####

/s/ Joel Antonio Estrada
Joel Antonio Estrada
SS# ###-##-####