Exclusive Recording Artist Agreement
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         This  Agreement  is made as of the  11th day of  November,  2000 by and
between PARALLAX ENTERTAINMENT,  INC. (hereinafter "Parallax") and Neil Swanson,
Justin Jones, and Jamie Coffee, both individually and jointly, and p/k/a "TEK 3"
(hereinafter "Artist").

1. ARTIST'S WARRANTIES AND REPRESENTATIONS

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

         1.02. Artist further  represents and warrants that: (a) there now exist
no prior recorded performances by Artist other than those listed on the attached
Exhibit  A; (b) that it owns all of the rights in and to the  Masters  listed on
Exhibit A; (c) none of the Masters  delivered  to  Parallax  by Artist,  nor the
performances  embodied thereon, nor any other Materials,  nor any use thereof by
Parallax or its  grantees,  licensees or assigns,  will violate or infringe upon
the rights of any third party. "Materials," as used in this Paragraph, means all
Controlled Compositions,  each name used by Artist, any logo used by Artist, and
all other  musical,  artistic,  literary  and other  materials,  ideas and other
intellectual  properties  furnished by Artist or any other  producer  engaged by
Artist and contained or used in connection with any Masters made  hereunder,  or
the packaging, sale, advertising or other exploitation thereof.  Notwithstanding
the foregoing,  the parties  acknowledge that the recordings listed in Exhibit A
are being  acquired by Parallax  under this  Agreement,  and shall count  toward
Artist's Minimum Recording Commitment. In addition, the parties acknowledge that
Artist has already begun  recording  its Minimum  Recording  Commitment  for the
Initial Period.

2. TERM AND RECORDING COMMITMENT

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

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


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

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

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

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

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

         2.04. Notwithstanding anything else herein to the contrary:

     (a) Each Album shall be delivered to Parallax  within five (5) months after
the commencement of the applicable Initial Period or Option Period.

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

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

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

     (e) Each Album  delivered  shall  consist of not less than ten (10) Masters
and not less than  forty-five  (45) nor more than  seventy-four  (74) minutes of
Artist's  performances.  Each Master shall  consist of not less than two minutes
and thirty  seconds of Artist's  performances.  No album  consisting of Artist's
"live"  performances  shall be deemed to be in  fulfillment  of any of  Artist's
obligations  hereunder  except that upon  mutual  consent,  in  writing,  a live
recording  may  be  accepted  in  fulfillment  of  Artist's  Minimum   Recording
Commitment.  If any such  performances  are  recorded  during  the Term  hereof,
Parallax  shall be the owner  thereof  and shall have the right to exploit  same
under the same terms as






EXCLUSIVE RECORDING ARTIST AGREEMENT - PAGE 2

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contained  herein for the First  Album,  except that no advance  will be paid to
Artist. No Multiple Albums shall be delivered hereunder without Parallax's prior
written  consent;  any such Multiple Album delivered to and accepted by Parallax
shall be deemed a single Album for all purposes hereof. No Mini-Album shall form
part of the Minimum  Recording  Commitment unless expressly agreed in writing by
Parallax at its absolute discretion.

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

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

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

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

3. GRANT OF RIGHTS

         3.01.  During  the Term of this  Agreement,  Artist  shall  furnish  to
Parallax its exclusive recording services throughout the Universe.  Any contract
entered  into by Artist or on  Artist's  behalf  during  the Term  hereof or any
extensions  thereof for Artist's  performances in television or radio broadcasts
or motion pictures or stage productions shall specifically  exclude the right to
use any recording of such performance for the manufacture and sale of Phonograph
Records or music videos  unless  previously  authorized  in writing by Parallax,
which authority shall not be unreasonably withheld.





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Artist shall promptly deliver to Parallax copies of the pertinent  provisions of
each such  contract  and  Artist  will  cooperate  fully  with  Parallax  in any
controversy  dispute or litigation  which may arise in relation to the rights of
Parallax under this Paragraph.

         3.02.  Artist hereby grants and assigns to Parallax all rights of every
kind and the complete,  unconditional,  exclusive, perpetual, unencumbered title
throughout the Universe in and to all results and products of Artist's  services
and performances  hereunder(being the recording of musical  performances and the
sound  recordings  in Exhibit A), any and all  Masters,  records,  tapes,  sound
recordings,  music videos,  long form videos,  and other  material of every kind
made or  authorized  by Parallax  hereunder  or  otherwise  produced  during the
Initial Term and/or  Option Terms and which include the voice,  instrumental  or
other  sound  and/or  visual  effects,  services,  or  performances  of  Artist,
including  without  limitation  the  right  to  record,  reproduce,   broadcast,
transmit, publish, sell, exhibit, distribute,  advertise,  exploit, perform, and
use the same  separately  or in  combination  with any  other  material  for any
purpose in any manner, under any label,  trademark,  or other identification and
by any means or method,  whether  known or not now  known,  invented,  used,  or
contemplated, and to refrain from all or any part thereof.

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

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

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

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

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

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




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

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

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

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

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






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4. RECORDING COSTS AND PROCEDURES

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

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

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

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

         4.05. Artist shall not perform for or in connection with (and shall not
permit any other person or entity to use Artist's name or likeness in connection
with) the  recording or  exploitation  of any  Phonograph  Record  embodying any
Composition  recorded by Artist  under this  Agreement  prior to a date four (4)
years subsequent to the expiration or termination of the term of this Agreement,
or any extensions thereof.




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

5. ADVANCES AND RECORDING FUND

         5.01.  As  advances  against  and  recoupable  from  royalties  payable
hereunder,  Parallax agrees to pay with respect to each Album  constituting  the
Minimum  Recording  Commitment  hereunder a sum equal to the amount by which the
greater  of (1) the  applicable  sum set  forth  below;  or (2) a sum  equal  to
two-thirds of the royalties  actually  accruing to Artist on the immediate prior
Album exceeds (3) the sum of the  documented  receipts for the  recording  costs
concerned  and any  other  advances  made to  Artist  prior to  delivery  of the
applicable Album("Album Recording Fund"):

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

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

         5.03. The advances due under  Paragraph 5.01 shall be payable  promptly
following the delivery to Parallax of (a) the Minimum Recording Commitment;  (b)
the documents required under Paragraph 2.04(g);  and (c) all invoices pertaining
to the recording of the Minimum Recording  Commitment.  With respect to payments
to be made  following  delivery.  Parallax  shall have the right to withhold ten
percent (10%) for ninety (90) days to provide for  anticipated  costs which have
not yet been paid.

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



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6. ROYALTIES

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

     (a) With respect to sales for  distribution  in the United States of Albums
reproducing  exclusively  Masters  hereunder:  Twenty Five percent  (25%).  This
royalty reverts to Twenty percent (20%) if this Agreement is assigned to a Major
Record Label or a label distributed by a Major Record Label.

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

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

     (d) The royalty rate with respect to the following is fifteen percent (15%)
[thirteen percent (13%) if this Agreement is assigned to a Major Record Label or
a label  distributed  by a Major Record  Label]:  records sold to any government
body, PX sales,  sales to  educational  institutions,  record clubs,  soundtrack
records,  compilation records, budget records (defined as a record which is sold
at a wholesale  price of at least fifty percent but less than eighty  percent of
Parallax's  published  wholesale  price),  and EP  records  (defined  as records
containing  between  three and nine  Masters);  except that the royalty rate for
compilations  released  exclusively  on the Parallax  label shall be twenty five
percent  (25%) [twenty  percent  (20%) if this  Agreement is assigned to a Major
Record Label or a label  distributed  by a Major Record  Label.]  Royalties  for
soundtracks and compilations on which Artist appears with other performers shall
be pro-rated in the same proportion  that Artist's  Master(s) bear to the entire
album.

     (e) Foreign royalty rate: The rate for the records manufactured by Parallax
or Parallax's affiliates and sold in Canada will be eighty five percent (85%) of
the applicable royalty rate, and sales outside the United States and Canada will
be seventy five percent (75%) of the  applicable  royalty rate. The royalty rate
for  masters  licensed  by Parallax  outside  the United  States  shall be fifty
percent  (50%) of the net income  therefrom.  Net  income  shall mean all income
received less third party out of pocket expenses to establish the license, third
party out of pocket collection costs,  foreign currency exchange,  wire transfer
fees and applicable taxes.




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     (f) Royalty  rate for music  videos sold and not  returned  shall be twenty
percent  (20%) of Parallax's  published  wholesale  price.  The royalty rate for
videos  licensed  by  Parallax  shall be fifty  percent  (50%) of the net income
therefrom.

7. ROYALTY PAYMENTS

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

         7.02.  Each  royalty  payment  hereunder  shall  be  accompanied  by  a
statement in accordance  with  Parallax's  regular  accounting  practices.  Each
statement  shall become  binding  upon Artist and Artist shall  neither have nor
make any claim against  Parallax with respect to such  statement,  unless Artist
shall advise  Parallax,  in writing,  of the specific basis of such claim within
two  (2)  years  after  the  date  Parallax  mails  such  statement.  Parallax's
accounting  books and records will be kept and  maintained  in  accordance  with
generally accepted accounting principles, consistently applied.

         7.03.  Artist shall not be entitled to recover  damages or to terminate
this  Agreement  for any reason  because of a claimed  breach by Parallax of its
material obligations hereunder, unless Parallax has failed to remedy such breach
within sixty (60) days following receipt of written notice thereof.  Artist will
not have the right to sue Parallax in connection with any royalty accounting, or
sue  Parallax  for  royalties  accrued  by Artist  during  the  period a royalty
accounting  covers,  unless Artist commences the suit within two (2) years after
the date when the  statement  in  question  is  rendered  to  Artist.  If Artist
commences  suit on any  controversy  or  claim  concerning  royalty  accountings
rendered to Artist under this  Agreement,  the scope of the  proceeding  will be
limited to the  determination  of the amount of royalties due for the accounting
periods  covered  and  reasonable  attorney  fees,  and the  court  will have no
authority to consider any other  issues or award any relief  except  recovery of
any  royalties  found  owing.  Artist's  recovery  of  any  such  royalties  and
attorney's  fees  will be the sole  remedy  available  to  Artist  by  reason of
Parallax's royalty accountings. Without limiting the generality of the preceding
sentence,  Artist will not- have any right to seek termination of this Agreement
or avoid the  performance  of their  obligations  under it by reason of any such
claim.  However, in the event that Parallax is found by a court to have breached
its obligation to account for and pay royalties to Artist,  then any unexercised
options to extend the term of this agreement shall be void.  Artist's remedy for
Parallax's  willful  refusal  to  permit  it to  record  its  Minimum  Recording
Commitment shall be an option to terminate this Agreement.




EXCLUSIVE RECORDING ARTIST AGREEMENT- PAGE 9

<PAGE>


         7.04.  Parallax  agrees that Artist may,  not more than once during any
calendar year, but only once with respect to any statement  rendered  hereunder,
audit its books and  records  for the  purpose of  determining  the  accuracy of
Parallax's  statements  to Artist.  If Artist  wishes to perform any such audit,
Artist  will be  required  to notify  Parallax at least ten (10) days before the
date when Artist plans to begin the audit plans to begin the audit.  If Artist's
audit has not been  completed  within one (1) month from the time Artist  begins
it,  Parallax  may require  Artist to  terminate  it on seven (7) days notice to
Artist and  Parallax  will not be  required  to permit  Artist to  continue  the
examination  after the end of that  seven (7) day  period.  Artist  shall not be
entitled to examine any manufacturing  records or any other records which do not
report sales of Records or  calculation  of net receipts on which  royalties are
accruable hereunder. All audits shall be made during regular business hours, and
shall be  conducted  on  Artist's  behalf  by an  independent  Certified  Public
Accountant  and/or  a  licensed  attorney.  Each  examination  shall  be made at
Artist's  sole  expense at  Parallax's  regular  place of business in the United
States, where the books and records are maintained.

8. MECHANICAL LICENSES AND ROYALTIES

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

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

9. TRADEMARKS

         9.01. Artist shall perform under the professional name, "Tek 3." Artist
warrants  and  represents  that it is the sole owner of such name in  connection
with Phonograph Records during the term hereof. Artist shall not use a different
name in connection with










EXCLUSIVE RECORDING ARTIST AGREEMENT -PAGE 10

<PAGE>

Phonograph Records unless Artist and Parallax mutually agree in writing.  Artist
agrees  that  Parallax  may cause a search to be  instituted  for the purpose of
determining  whether any  professional  name used by Artist has been or is being
used by another  person in  connection  with  Phonograph  Records.  Parallax may
require Artist to file a federal application for trademark protection to be made
in favor of Artist for  Phonograph  Record and/or  entertainment  purposes.  Any
amounts up to One Thousand Seven Hundred Dollars ($1,700.00)  expended by Artist
in successfully  obtaining a requested trademark  registration  pursuant to this
Paragraph shall be reimbursed by Parallax and deemed Advances hereunder.  If the
trademark  search  indicates  that such name  should not be used,  Parallax  and
Artist shall mutually agree on a substitute name for Artist.  Nothing  contained
herein shall release Artist from its indemnification of Parallax with respect to
Artist's use of such name.

10. FREE GOODS

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

         10.02. During each applicable  contract period,  Parallax shall provide
Artist with thirty (30)  non-royalty  bearing  copies of Artist's  then  current
Album at no charge to the Artist.

ll. CONTAINER COSTS

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

12. INDEMNIFICATION

         12.01.  Artist  agrees  to and  does  hereby  indemnify,  save and hold
Parallax and its  licensees  harmless of and from any and all  liability,  loss,
damage,  cost, or expense (including all legal expenses and reasonable  attorney
fees) arising out of or connected with any breach of this Agreement or any claim
which is  inconsistent  with any of the  warranties or  representations  made by
Artist in this Agreement,  and Artist agrees to reimburse Parallax on demand for
any payment made or incurred by Parallax  with  respect to the  foregoing if the
claim concerned is settled or has resulted in a final judgment  against Parallax
or its licensees.  Pending the  determination of any claim with respect to which
Parallax is entitled to indemnity,  Parallax may withhold  monies which would be
otherwise payable to Artist up to the amount of its potential liability.






EXCLUSIVE RECORDING ARTIST AGREEMENT-PAGE 11

<PAGE>


         12.02.  Parallax agrees to defend and does hereby  indemnify,  save and
hold Artist harmless of and from any and all liability,  loss, damage,  cost, or
expense (including all legal expenses and reasonable  attorney fees) arising out
of or connected with any claim which is inconsistent  with any of the warranties
or  representations  made by Parallax in this Agreement,  and Parallax agrees to
reimburse  Artist on demand for any  payment  made or  incurred  by Artist  with
respect to the foregoing if the claim  concerned is settled or has resulted in a
final judgment against Artist.

13. DEFAULT AND TERMINATION

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

14. FORCE MAJEUR

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

15. MERCHANDISING

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

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




EXCLUSIVE RECORDING ARTIST AGREEMENT - PAGE 12

<PAGE>

         15.03.  In the case of any such products or property  manufactured  and
sold by Parallax or by any  associated  company,  Artist  shall be entitled to a
royalty of thirty four percent (34%) of the adjusted gross  receipts  therefrom.
As used in this paragraph,  the term "adjusted  gross" shall mean gross revenues
from the sale of applicable merchandise,  less venue commissions and state sales
tax where  collected and actually  paid. In the event that Parallax  licenses to
others any of its rights under this  clause,  then Artist  shall  receive  sixty
percent (60%) of the net receipts therefrom. As used in this paragraph, the term
"net  receipts"  shall  be  calculated  as gross  revenues  from the sale of the
applicable merchandise,  less the cost actually incurred and paid by Parallax or
its  licensing  company  for  manufacturing;  sales  personnel  salaries  and/or
commissions,  venue commissions and state sales tax where collected and actually
paid.

         15.04.  Artist has the right of approval of all merchandising  artwork,
so long as said approval is not unreasonably  withheld.  During the Term of this
Agreement,  Artist shall cause the inclusion of Parallax's  logo and proper name
at a reasonable size and position on all merchandise.

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

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

16. ARTWORK

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

17. NOTICES

         17.01. All notices,  demands or the like which are required to be given
hereunder shall be in writing and may be served upon the other party  personally
by Registered Mail, Return Receipt Requested, or by telecopy (facsimile). Notice
to Artist will be received by: and notice to Parallax  will be received by: Gust
Kepler,  Parallax  Entertainment,  Inc.,  14110 North  Dallas  Pkwy,  Suite 130,
Dallas, Texas 75240.




EXCLUSIVE RECORDING ARTIST AGREEMENT- PAGE 13

<PAGE>

18. PROMOTIONS AND ADVERTISING CAMPAIGNS

         18.01. Any promotional monies spent by Parallax on behalf of Artist are
fifty  percent  (50%)  recoupable  from  monies  otherwise  due to  Artist  from
Parallax,    excluding   Mechanical   Royalties   and   merchandise   royalties,
notwithstanding the source.  Container costs shall not be considered promotional
monies.  Any  promotional  monies spent on behalf of Artist in combination  with
other Parallax Artists shall be recoupable from Artists on a pro-rata basis.

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

19. CONTROLLING LAW

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

20. REMEDIES

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

21. HEADINGS

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

22. RELATIONSHIP

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

23. VALIDITY AND MODIFICATIONS

         23.01.  The invalidity or  unenforceability  of any provision shall not
affect the validity or  enforceability  of any other  provision.  This Agreement
contains the entire understanding of the parties relating to its subject matter.



EXCLUSIVE RECORDING ARTIST AGREEMENT - PAGE 14

<PAGE>

No change of this  Agreement will he binding unless signed by all parties hereto
or their  duly  authorized  representatives.  A waiver  by  either  party of any
provision of this  Agreement in any instance shall not be deemed to waive it for
the future. All remedies, rights, undertakings and obligations contained in this
Agreement  shall be  cumulative  and none of them shall limit any other  remedy,
right, undertaking or obligation.

24. ASSIGNMENT

         24 01 . Parallax may assign its rights under this Agreement in whole or
in part to any  Major  Record  Label,  or its  subsidiary  or  legal  successor.
Parallax may assign its rights  under this  Agreement in whole or in part to any
other  Company  with  Artist's  consent,  such  consent  not to be  unreasonably
withheld.

25. LEGAL REPRESENTATION

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

26. COOPERATION

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

27. DISCLAIMER

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

SIGNED THIS 11th DAY OF NOVEMBER, 2000.

PARALLAX ENTERTAINMENT, INC.

By:_________________________
     Gust Kepler, President

14110 North Dallas Parkway
Suite 130
Dallas, Texas 75240







EXCLUSIVE RECORDING ARTIST AGREEMENT- PAGE 15

<PAGE>


ARTIST:

p/k/a          TEK 3
     ------------------------

By:__________________________
Printed name: Neil Swanson
SSN: ###-##-####

By:__________________________
Printed name: Jamie Coffey
SSN:###-##-####

By:__________________________
Printed name: Justin Jones
SSN:###-##-####


Artist Address:  132 Brookwood Dr.
----------------------------------
                 Desoto, TX 75115
----------------------------------

----------------------------------



                                   EXHIBIT A

                    Appendix Of Existing Commercial Releases

 Date     Title     Song Title        Label




                                    EXHIBIT B
APPROVED LABELS




EXCLUSIVE RECORDING ARTIST AGREEMENT- PAGE 16