Exhibit 10.1

                               PHONORECORD RELEASE
                            AND PROMOTIONS AGREEMENT

This  Agreement  is made  and  entered  into  effective  as of this  15th day of
November,  2003 by and between  Pyramid Records  International,  Inc., a Florida
corporation,  with a  principal  place of  business  located  at 11077  Biscayne
Boulevard,  Suite  200,  Miami,  Florida,  33161,  (hereinafter  referred  to as
"Company") and GSMB, LLC, a California limited liability company, c/o Michael J.
Cronen,  Law Offices of Harris Zimmerman,  located at 1330 Broadway,  Suite 710,
Oakland, CA 94612-2506 (hereinafter referred to as "GSMB").

WHEREAS,  GSMB  co-sponsored  a non-profit,  cultural  music  exchange  event in
Havana,  Cuba,  which  took place  from  March 21  through  March 29,  1999 (the
"Event"),  which has been  documented  in various audio and  audiovisual  media,
pursuant to United States Department Of The Treasury License,  including License
Nos.  C-36173,   CU-59857,   CU64491  and  CU-64491-a,  as  agent  for  selected
charity(ies); and

WHEREAS,   GSMB  owns  copyrights,   including  without  limitation,   Copyright
Registration No.  SRu-453-038 in and to certain  pre-existing  documentary sound
recordings  (hereinafter  referred to as the "Sound Recordings") and audiovisual
works  (hereinafter  referred to as the "Footage")  made in connection  with the
Event,  including  Sound  Recordings  and  Footage  documenting  interviews  and
original  musical  compositions  performed  by such  artists as Mick  Fleetwood,
Gladys  Knight,  Burt  Bacharach and further  artists  ("Artists")  as listed in
Exhibit A attached hereto and made a part hereof; and

WHEREAS,  Company provides marketing,  promotion and sales services in the field
of music and video  recording,  including  radio  and other  promotions,  record
production (manufacturing), distribution and sales; and

WHEREAS,  Company and GSMB are desirous of obtaining  agreement  whereby Company
obtains marketing and sales rights, including promotion,  documentary record and
DVD production (manufacturing), distribution and sales of phonorecords and DVD's
embodying  the Sound  Recordings  and certain  concert,  interview,  and scenery
Footage for the production of a DVD, as limited herein, it being understood that
GSMB is reserving  the rights for the  utilization  of any or all of the Footage
and Sound  Recordings  in  connection  with a proposed  feature  film and/or the
future release of Sound Recordings of musical compositions that are not included
in phonorecords or DVDs released by Company under this Agreement;


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NOW,  THEREFORE,  in consideration  of the provisions set forth herein,  and for
other good and valuable  consideration,  the amount and  sufficiency of which is
hereby acknowledged by the parties hereto, it is agreed as follows:

      1. EXCLUSIVE RIGHTS TO SOUND RECORDINGS

GSMB hereby  grants to Company,  throughout  the world and during the  effective
term of this  Agreement  (life  of  copyright),  subject  to the  terms  of this
Agreement,  all of which are  conditions  of such grant,  an exclusive  right to
reproduce the documentary  Sound  Recordings in  phonorecords  and to distribute
said phonorecords to the public, in any form now known or which becomes known in
the  future,  including  but not  limited to  internet  downloading.  Said Sound
Recordings  are  presently  titled  "Building a Bridge to Havana",  which may be
renamed by Company in its discretion.  It is understood by the parties that GSMB
hereby  grants to Company  the right to  post-produce  and finish a  documentary
music "DVD" that, once fully edited,  will be sold in that format exclusively by
Company,  which may include  portions of the Footage as described in Paragraph 2
below. Nothing contained herein, however, shall prohibit GSMB from licensing the
same  or  similar  Footage  or  Sound  Recordings  to a third  party  for use in
connection with a feature film. It is further  understood and agreed between the
parties  that GSMB shall also retain the right to license  any Sound  Recordings
that are not included in  phonorecords  or DVDs released by Company within seven
(7) years from the effective date of this Agreement.

      2. NON-EXCLUSIVE DVD RIGHTS TO LIMITED FOOTAGE

It is understood that GSMB has been involved in  negotiations  with various film
production  entities  for the purposes of  producing  and  publicly  releasing a
documentary film using the Footage and synchronized Sound Recordings. Therefore,
GSMB's  license of Footage to  Company  under this  Agreement  is limited to the
right to reproduce  Footage of the Event in DVD format only in combination  with
phonorecords  of the Sound  Recordings,  and in connection  with the  promotion,
marketing and sale of the Sound Recordings and the promotion, marketing and sale
of the music DVD.  Such Footage  licensed to Company  hereunder is limited to no
more than  seventy  (70)  continuous  minutes  in total  length,  and to Footage
primarily of the Event  concert held on Saturday,  March 27, 1999 and  Company's
selection of Footage of Event  participant  interviews,  said  interviews not to
exceed  fifteen (15) minutes.  Company has the right to edit the Footage for use
in DVD  format and in  marketing  of said DVD and the Sound  Recordings  or both
together,  subject to GSMB's prior written approval.  Such written approval will
not be unreasonably withheld.


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      3. TERM

      This  Agreement  shall  continue  in full force and effect for the life of
GSMB's  copyrights in the Sound  Recordings and Footage unless this Agreement is
sooner terminated as herein provided.

      4. DELIVERY COMMITMENT

      GSMB shall  deliver  to Company  commercially  satisfactory  master  audio
recordings of the Sound  Recordings and Footage free and clear of liens or other
financial encumbrances. Said delivered Footage shall comprise all of the footage
of the  March  27,  1999  Event  concert  available  to GSMB  and  approximately
seventy-five  minutes (75) of interviews and scenery as mutually  agreed upon by
the parties in  writing,  and which may  include  Footage  and Sound  Recordings
previously used in connection  with the  documentary  film entitled Five Days In
March by Haskell Wexler, and that certain 22 minute promotional video previously
prepared  by GSMB for  marketing  purposes.  GSMB shall also  deliver to Company
copies  of all  Songwriter/Artist  Release[s]  GSMB  has  obtained  to  date  in
connection with the Artists'  performances  embodied in the Sound Recordings,  a
list of persons who have signed said  Songwriter/Artist  Release[s]  is attached
hereto and made a part hereof as Exhibit B.

      5. RIGHTS

      GSMB shall timely  supply  Company  with  information  in the  possession,
custody or control of GSMB that Company may reasonably  request in order: (i) to
make  payments  due  in  connection  with   phonorecords   embodying  the  Sound
Recordings;  and (ii) to assist Company in obtaining final release approval from
Artists,  their  publishers,  record  companies,  etc. for the public release of
Sound Recordings and DVD format Footage as provided for in this Agreement.


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      6. APPROVAL OF GRANT OF RIGHTS

      It is  understood  between the parties that the grant of rights by GSMB to
Company hereunder is made subject to approvals by the Artists, their publishers,
record companies, and any applicable regulations of the United States Department
of the Treasury,  Office of Foreign Assets Control.  As to publicity  rights, as
set forth above, GSMB shall provide Company with the written Artists permissions
GSMB has  received  to date.  Final  artist,  record  company  and  governmental
approval  for  the  reproduction  and  distribution  of  DVDs  and  phonorecords
embodying the Sound Recordings and Footage shall be Company's sole and exclusive
responsibility.

      7. LICENSES FOR MUSICAL COMPOSITIONS

      Mechanical royalty amounts, if any, for musical  compositions  embodied in
the Sound  Recordings and reproduced and  distributed in  phonorecords  shall be
determined between Company and the authors of such musical compositions or their
designated  publishers  and,  as  determined,  will be paid  by  Company  or its
alliance entity(ies) as identified in paragraph 8(B) below.

      8. MARKETING AND PROMOTION EXPENSES

      (A) Company shall  diligently  and in good faith apply its best efforts to
market,  promote,  manufacture,  advertise and sell phonorecords embodying Sound
Recordings.  Company shall make  expenditures of at least four hundred  thousand
United States  Dollars (U.S.  $400,000) to market,  promote,  advertise and sell
phonorecords   embodying   the  Sound   Recordings,   excluding   the  costs  of
manufacturing said phonorecords.  Company's  expenditures  hereunder shall be in
substantial  accordance  with the Budget  attached hereto as Exhibit C and shall
include  expenditures of not more than fifteen thousand dollars ($15,000.00) for
expenses  incurred for  post-production  of the documentary music DVD hereunder.
Said  Budget  shall   include  time  lines  for  the   marketing  and  promotion
expenditures.  The cost of manufacturing phonorecords embodying Sound Recordings
hereunder shall be borne by Company or an alliance  entity(ies) as identified in
paragraph  8(B) below.  It is  understood  that a portion of the  marketing  and
promotion funds will be advanced by Company's distributor, not to exceed seventy
five  thousand  ($75,000)  Dollars,  which sum shall be in addition to Company's
expenditures  of at least four hundred  thousand  United  States  Dollars  (U.S.
$400,000) as set forth in this Paragraph 8(A).


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      (B) It is a condition of this  Agreement  that  Company has the  financial
resources  to expend and in fact  expends all funds  necessary  to  commercially
release,  market and promote the distribution and sales of phonorecords and DVDs
embodying the Sound Recordings and/or Footage either through an alliance(s) with
major multi-national record company(ies) (Warners, BMG, EMI, Universal or Sony),
which alliance(s) shall be fully disclosed to GSMB, in writing,  or by Company's
own  expenditures  in accordance  with  paragraph  8(A) above.  In either event,
Company  shall,  deposit,  within  fifteen  days of the  effective  date of this
Agreement,  the  sum of  four  hundred  thousand  United  States  Dollars  (U.S.
$400,000.00) in an escrow account with a third party attorney  mutually selected
by the parties and  located in the State of Florida,  said third party  attorney
having errors and omissions  insurance in an amount of not less than one million
five hundred thousand dollars  ($1,500,000.00),  to be controlled by the laws of
the State of Florida for attorney escrow  accounts,  to be held in trust by said
third party  attorney with  instructions  for  expenditures  in accordance  with
paragraph  8(A)  above  and the  Budget  attached  hereto  as  Exhibit  C.  Said
instructions for expenditures  shall be mutually agreed upon by the parties.  It
is further understood and agreed that expenditures  hereunder shall only be made
to entities that are  unaffiliated  with  Company.  Such  unaffiliated  entities
hereunder may include any entity in which Company and its  principals and agents
have an ownership interest of less than ten percent (10%).  Notwithstanding  the
provisions of this Paragraph 8(B),  however, it is understood and agreed between
the parties that Company shall have the right to expend sums in an amount not to
exceed ten thousand dollars  ($10,000.00) to retain the services of Impact Music
Marketing,  a promotional entity affiliated with Company and in which Company or
its  principals  and agents have an ownership  interest of more than ten percent
(10%).  In the  event  that  Company  enters  into an  alliance(s)  with a major
multinational  record  company(ies) as provided in this Paragraph 8(B), then the
Company shall use is best efforts and request to enter into a written  agreement
requiring the direct payment of Revenues by said alliance entity(ies) to GSMB in
accordance  with the  provisions  of  Paragraph  10  below.  In the  event it is
impossible to secure such direct payment to GSMB by Company's distributor,  then
all revenue derived from the exploitation of the project shall be deposited in


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the above identified third party attorney escrow account,  or such other account
as the  parties  may  mutually  agree,  and each  party  shall be paid  directly
therefrom in accordance with the terms of this Agreement.  The various marketing
and promotional  expenses incurred by Company under this Agreement shall be paid
by Company out of its promotional budget and these costs shall not be treated as
an  advance  against  payments  of  Revenues  to GSMB as agent for the  selected
charity(ies)  as set forth in this  Agreement.  It is  specifically  agreed  and
understood  that  Company  shall pay  Company's  distributor  for such  items as
special  discounts,  incentive  programs  and  co-op  advertising  and that such
payments will be made as part of Company's expenditures of funds as provided for
in this  Paragraph 8. It is expressly  understood  that  Company's  expenditures
hereunder shall not include  payments for  manufacturing  CDs and DVDs embodying
the Sound Recordings or Footage.

      9. GUARANTEED RELEASE AND PROMOTION/REVERSION OF RIGHTS

      (A) Company  agrees to  commercially  release  for retail  purchase in the
ordinary course of commerce,  copies of a phonorecord album ("Album")  embodying
Sound  Recordings and DVD format  Footage,  within one hundred eighty (180) days
after  GSMB's  delivery of master  recordings  of the Sound  Recordings  and the
Footage to Company.  Such Album shall include master  recordings of at least ten
(10)  musical  compositions  selected by Company  from the musical  compositions
included in the Sound Recordings.

      (B) It is  understood  and agreed  that if Company  fails to  commercially
release  said Album as set forth in  Paragraph  9(A) above,  GSMB shall have the
right,  following  the  expiration  of said one hundred  eighty  (180) days,  to
provide  written  notice that this  Agreement  shall  terminate  unless  Company
performs  its  obligation  to  commercially  release said Album.  Company  shall
thereafter  have sixty  (60) days to  perform  its  obligation  to  commercially
release said Album. If Company fails to  commercially  release said Album within
sixty  (60) days  after  such  notice,  this  Agreement  shall  terminate.  Upon
termination  of the  Agreement,  all rights to the Sound  Recordings and Footage
granted to Company hereunder shall automatically revert to GSMB. Company further
agrees to provide  GSMB with  copies of all  documents  and things in  Company's
possession,  custody or control that relate or pertain to the subject  matter of
this  Agreement  and to  return  to GSMB  any  materials,  including  the  Sound
Recordings  and  Footage,  which  GSMB  delivers  to  Company  hereunder,   upon
termination of the Agreement.


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      (C) Company  reserves the right,  at its election  upon written  notice to
GSMB, to suspend the operation of this  Agreement for the duration of any of the
following  contingencies,  only if by reason of any such contingency  Company is
materially  hampered in the performance of its obligations  under this Agreement
or  its  normal  business   operations  are  delayed  or  become  impossible  or
commercially impracticable:  Acts of God, fire, catastrophe,  labor disagreement
or action of any labor union or association affecting Company or the industry in
which it is engaged,  delays in the delivery of materials and supplies. Any such
suspension  due to a labor  controversy  shall be limited to a period of no more
than six (6) months.

      10. JOINT REVENUE PARTICIPATION

      (A)  "Revenue(s)"  as used in  this  Agreement  shall  include  all  fees,
commissions,  payments of any sort, and any other form of consideration received
by or on behalf of Company in connection with the Sound  Recordings and Footage,
from  any  source,  including  without  limitation,  Company's  representatives,
agents, and affiliates, distributors or sub-distributors,  throughout the world,
including but not limited to Ark 21,  Universal,  Broadcast  revenue,  Apple's I
Tunes and any other internet distributor.  Revenues generated hereunder from the
exploitation of Sound Recordings and DVD format Footage,  shall be allocated and
paid as  follows:  (i) ten  percent  (10%)  of all  Revenues  shall be paid to a
charity(ies),  preferably a music oriented charity(ies),  to be selected jointly
by Company and GSMB (the deductions for the charity(ies) shall be shared equally
by the parties);  and (ii) Revenues after said payments to charity(ies) shall be
shared equally by the parties with 50% of said remaining  Revenues to be paid to
Company,  and 50% of said  remaining  Revenues  to be paid to GSMB to recoup its
costs.  It is  understood  however,  that a service fee of four  percent (4%) of
Revenues  generated from sales within the United States shall be paid to Company
before  the   allocation  and  payment  of  Revenues  to  the  parties  and  the
charity(ies) as set forth herein. For example, if Revenues generated to Company

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from  sales  within the  United  States  equal  $100.00,  allocation  under this
Paragraph  10(A) is as  follows:  A $4.00  service fee shall be paid to Company;
$9.60 shall be paid to Charity(ies) as provided herein;  $43.20 shall be paid to
Company;  and $43.20 shall be paid to GSMB. It is further  understood and agreed
that in the event the parties are not able to jointly  agree upon the  selection
of a  charity(ies)  hereunder,  then GSMB  shall  have the right to select  said
charity(ies) in its sole and exclusive discretion.

      (B) The  allocation  of Revenues set forth in Paragraph  10(A) above shall
continue  until GSMB recoups its costs.  Once GSMB  recoups its costs,  Revenues
shall be  shared  equally  by the  parties  with 50% of  Revenues  to be paid to
Company and 50% of  Revenues  to be  received by GSMB as agent for  charity(ies)
jointly by Company and GSMB.  It is  understood  however,  that a service fee of
four percent (4%) of Revenues  generated  hereunder from sales within the United
States shall be paid to Company before the allocation and payment of Revenues to
the parties as set forth herein.  For example,  if Revenues generated to Company
from sales within the United States equal  $100.00,  the  allocation  under this
Paragraph  10(B) is as  follows:  A $4.00  service fee shall be paid to Company;
$48.00  shall be paid to Company;  and $48.00 shall be received by GSMB as agent
for charity(ies) as provided herein. It is further understood and agreed that in
the event the  parties  are not able to  jointly  agree  upon the  selection  of
charity(ies)  hereunder,   then  GSMB  shall  have  the  right  to  select  said
charity(ies) in its sole and exclusive discretion.

      (C) It is further  understood  and  agreed  that  Company or its  alliance
entity(ies)  shall pay any mechanical  royalty  payments  required to be paid by
virtue of any agreements  reached between Company and the copyright  proprietors
of the musical  compositions  selected  to be  included on the CD audio  release
and/or the DVD format release.  In the event that Company in fact makes any such
mechanical  royalty  payments to said copyright  proprietors  then such payments
shall be deducted from Revenues  hereunder before  allocation and payment to the
parties  as  provided  herein.  Company  shall  endeavor  and  request  that the
copyright  revenue,  which would  otherwise be payable to the songwriter and the
publisher, if any, be paid to the charity(ies) as provided for hereunder.


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      (D) Company presently has an agreement with Ark 21 / Universal  concerning
distribution  of  phonorecords  embodying the Sound  Recordings.  A copy of this
distribution  agreement is attached  hereto as Exhibit D. Company shall instruct
Ark 21 /  Universal  to make any  payments  under  said  distribution  agreement
directly to Company and GSMB. In the event that Ark 21 / Universal, or any other
distributor(s) or alliance entity(ies) selected by Company, do not agree to make
direct payments to the parties, then Company shall require that such payments be
made to the escrow account  identified in paragraph 8(B) above to be distributed
and allocated to the parties in accordance with the terms of this Agreement.

      (E) GSMB's share of Revenues  hereunder shall be paid to GSMB by the third
party  attorney as set forth in  Paragraph  8(B) hereof in  accordance  with the
terms of this  Agreement  within ten (10) days after the close of each  calendar
month.  Company shall  deliver to GSMB a statement of Revenue  based  activities
performed by Company under this  Agreement  within ten (10) days after the close
of each calendar  month which shall contain such other  information  as GSMB may
reasonably  require.  It is understood and agreed between the parties,  however,
that  payments to Company  and GSMB from  Company's  distributor(s)  or alliance
entity(ies) may be withheld by said distributor(s) or alliance entity(ies) for a
period of  approximately  ninety  (90) days.  In the event that  monies due from
Company are not paid, a late fee in the amount of six percent (6%) of the amount
due and unpaid shall be assessed  against  Company,  and interest at the rate of
ten percent (10%) per annum shall be assessed on all amounts due and unpaid.  It
is expressly  understood that GSMB, by accepting interest on all unpaid amounts,
and late  fees,  does not waive any  rights,  powers or  privileges  under  this
Agreement.

      (F) Company  shall keep at its  principal  place of business  accurate and
complete records of all  phonorecords  embodying Sound Recordings and DVD format
Footage manufactured, leased, sold, used or otherwise delivered to other parties
by or on behalf of Company and of all details in  connection  with the aforesaid
activities  necessary to enable Company to comply with this  Agreement.  Company
further  agrees to  provide  GSMB with  copies of all  documents  and  things in
Company's  possession,  custody or control that relate or pertain to the subject
matter of this  Agreement  and to return to GSMB any  materials,  including  the
Sound  Recordings and Footage,  which GSMB delivers to Company  hereunder,  upon
Company's  commercial  release of CDs and/or DVDs embodying the Sound Recordings
and Footage selected by Company.


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      11. AUDIT

      GSMB shall have the right,  upon ten (10) days  written  notice and during
regular  business  hours,  and at the  expense of GSMB,  to have an  independent
auditor  audit at the place of business of Company or other place  agreeable  to
the parties,  the aforesaid records,  and to report compliance or non-compliance
with the payment,  record  maintenance and all other  reporting  requirements of
this  Agreement.  If an audit shall reveal that in any six month period  Company
has made an error of eight  percent (8%) or more in its favor in any payment due
to GSMB,  or  designated  charity(ies),  Company  shall bee obligated to pay the
audit fee in respect of such audits.

      12. CREDITS

      The parties agree to cooperate to provide  appropriate  written credits in
connection with the Sound  Recordings and Footage  embodied in phonorecords  and
DVDs released by Company under this  Agreement.  It is further  agreed that such
written  credits  shall include the  following:  1.)  Executive  Producer:  Joel
Geldermann; 2.) Producer: Todd Wood; 3.) Co-Producer:  Jerry Merrill; 4.) Legal:
Steve Nelson, Mike Cronen.

      13. WARRANTIES AND REPRESENTATIONS; INDEMNITIES

            (A) GSMB warrants and represents that:

                  (i) To the best of GSMB's  knowledge,  information and belief,
and except as otherwise set forth in this  Agreement,  there are no encumbrances
to its performance of this Agreement;

                  (ii) GSMB shall  fulfill its delivery  obligations  under this
Agreement in a timely manner; and

                  (iii) GSMB agrees to indemnify, save and hold Company harmless
from any and all loss and damage  arising out of,  connected with or as a result
of any breach by GSMB of any warranty, representation, agreement, undertaking or
covenant contained in this Paragraph 13.


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            (B) Company warrants and represents that:

                  (i)  To the  best  of  Company's  knowledge,  information  and
belief,  and  except  as  otherwise  set forth in this  Agreement,  there are no
encumbrances to its performance of this Agreement;

                  (ii)  Company  shall  fulfill  its  phonorecord   release  and
promotional  obligations  under this  Agreement  in a timely  manner;  and (iii)
Company  agrees to indemnify,  save and hold GSMB harmless from any and all loss
and  damage  arising  out of,  connected  with or as a result  of any  breach by
Company of any  warranty,  representation,  agreement,  undertaking  or covenant
contained in this Paragraph 13.

      14. NOTICES

            (A) Except as otherwise  specifically  provided herein,  all notices
under this agreement  shall be in writing and shall be given by courier or other
personal delivery,  by overnight  delivery by an established  overnight delivery
service (e.g.,  Federal Express or United Parcel  Service),  or by registered or
certified mail (return receipt  requested) at the addresses first written above,
or at a  substitute  address  designated  in a written  notice sent by the party
concerned to the other party hereto.

            (B) Each notice to Company  shall be addressed  to the  attention of
Allen Jacobi,  Pyramid Records  International,  Inc., 11077 Biscayne  Boulevard,
Suite 200, Miami,  Florida,  33161. Notices shall be deemed given when mailed or
deposited  into the  custody of an  overnight  delivery  service  for  overnight
delivery, or, if personally delivered, except that a notice of change of address
shall be effective when in writing and only from the date of its receipt.

            (C) Each notice to GSMB shall be  addressed  c/o Michael J.  Cronen,
Law Offices of Harris Zimmerman, located at 1330 Broadway, Suite 710, Oakland CA
94612-2506.  Notices  shall be deemed  given when mailed or  deposited  into the
custody  of an  overnight  delivery  service  for  overnight  delivery,  or,  if
personally  delivered,  when so  delivered,  except  that a notice  of change of
address  shall  be  effective  when in  writing  and  only  from the date of its
receipt.


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      15. SOUND RECORDINGS AND FOOTAGE/MUSICAL COMPOSITIONS

      It shall be Company's  obligation  to make all necessary  and/or  required
payments to the copyright proprietors of the musical works embodied in the Sound
Recordings  and  Footage.  GSMB  will  provide  Company  with  documents  in the
possession,  custody or control of GSMB to assist  Company in entering  into any
licenses with said copyright proprietors.

      16. ASSIGNMENT

      GSMB  shall  have the right  without  Company's  consent  to  assign  this
Agreement in whole or in part.  Company  shall not have the right to assign this
Agreement or any of  Company's  rights or  obligations  hereunder in whole or in
part without  GSMB's  prior  written  consent,  except in the case where a third
party acquires at least forty nine (49%) percent of the ownership of Company and
does not alter management or distributor.

      17. ENTIRE UNDERSTANDING

      This  Agreement  constitutes  the  entire  understanding  of  the  parties
concerning  the  subject  matter  hereof and revokes  and  supersedes  all prior
agreements between the parties.  This Agreement shall not be modified or amended
except in writing  signed by the party to be charged with any such  modification
or amendment.

      18. RELATIONSHIP OF THE PARTIES

      The parties hereto are independent contractors and nothing herein shall be
construed as creating a partnership or joint venture between them. Neither party
shall have the power to obligate or bind the other  except as  otherwise  agreed
upon in writing.

      19. AGREEMENT BINDING ON SUCCESSORS

      The provisions of this Agreement shall bind and shall inure to the benefit
of the parties hereto, their heirs, administrators, successors, and assigns.


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<PAGE>

      20. WAIVER

      No waiver by either party of any breach of this Agreement  shall be deemed
a waiver by such party of any other breach of this Agreement.

      21. SEVERABILITY

      Should  any  provision  of this  agreement  be  adjudicated  by a court of
competent jurisdiction as void, invalid or inoperative,  such decision shall not
affect any other provision hereof,  and the remainder of this agreement shall be
effective as though such void,  invalid or  inoperative  provision  had not been
contained herein.  All accountings and payments required herein, all recoupments
permitted herein,  and all grants and all warranties made herein,  shall survive
and continue beyond the expiration or earlier termination of this Agreement.

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

GSMB, LLC

By:  /s/ Joel F. Geldermann
     ----------------------
     Joel F. Geldermann
Its: Manager

PYRAMID RECORDS
INTERNATIONAL, INC,
a Florida corporation

By:  /s/ Allen Jacobi
     ---------------------
     Allen Jacobi
Its: President







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