No Soap

                             OPEN DOOR RECORDS, INC.
                          EXCLUSIVE RECORDING CONTRACT

         Agreement made as of the ____ day of _______, 1999, by and between Open
Door Records, Inc. ("Open Door"), a Rhode Island Corporation,  doing business at
10 Dorrance Street, Suite 540,  Providence,  Rhode Island, 02903 and Christopher
O'Hara residing at 24 Cedar Grove Parkway, Cedar Grove, NJ 07009, Daniel Roselle
residing at 773 Colonial  Arms Road,  Union,  NJ 07083,  Roselle Park, NJ 07204,
James  Farrell  residing at 23 Feldbaum  Place,  Spotswood,  NJ 08884 and Walter
Lockhart  residing at 207 Lindsey Ct.,  Franklin Park, NJ 08823, all of whom are
professionally known at No Soap Radio and (referred to herein,  individually and
collectively  as "you," "Artist" or "Parties").  (You are sometimes  called "the
Artist" below:  all references in this agreement to "you and the Artist" and the
like, are understood to refer to you, alone.)

1. TERM

1.1  The Initial Term of this agreement will begin on the above written date and
     continue,  unless extended as provided herein, for a minimum of Ninety (90)
     days  from the  date  first  written  above.  The  Initial  Period  of this
     Agreement is designed for the sole purpose of developing  and selecting the
     compositions  to be recorded  in the First  Option  Period.  Open Door does
     hereby  guarantee the release of the recording to be completed in the First
     Option Period of this Agreement when said compositions have been developed,
     selected and approved by Open Door.

1.2  At the end of the Initial Term,  you grant Open Door the first of its Three
     (3)  Option  Periods  to extend the Term for  additional  Contract  Periods
     (sometimes  referred to herein as "Option Periods").  Open Door does hereby
     exercise its First Option  option,  This and all other Option  Periods will
     commence upon the end of the current  Contract  Period (or, if Open Door so
     advises in  writing,  such  period  will begin on the date of such  written
     notice)  and  end  nine  (9)  months  after  delivery  of the  last  Master
     Recordings  comprising the Recording  Obligation for such Contract  Period,
     provided,  however,  that if, in any Contract Period, such delivery is made
     in September or October,  the months of November and December  shall not be
     included when computing the ending date of that particular  Contract Period
     and said Contract Period shall be automatically extended accordingly.

     Notwithstanding  anything in the foregoing Paragraph,  it is understood and
     agreed  upon by all Parties  that Open Door is hereby  granted the right of
     first refusal for a Fourth Option Period. All Parties agree to negotiate in
     good faith at that time.

2. RECORDING OBLIGATION

     Open Door  hereby  engages  you to  render  service  hereunder  and at your
     discretion,  to furnish the services of individual producers to produce and
     deliver to Open Door,  master  Recordings  as provided  herein.  During the
     Initial  Term and any options  exercised  by us, you shall  perform for the
     purpose of making Phonograph Records exclusively for Open Door.

     Said  recordings  generated  during the Initial  Term are to be tracked and
     rough mixed. Further any existing recordings,  including but not limited to
     the  body  of  work  entitled  "Just   Visiting"  and  any  other  recorded
     compositions suitable for promotional or commercial release which were made
     by you prior to entering into this exclusive  recording agreement with Open
     Door will become the exclusive property of Open Door upon execution of this
     Agreement.  Open Door's exclusive  ownership will include all art, graphics
     packaging, labels, stickers, related merchandising such as hats, tee-shirts
     or other designs associated with all existing recordings.

     (a)  Notwithstanding  anything  described  in Item  2.1 of  this  Agreement
     relative to Open Door's  ownership  of  previously  recorded  materials  by
     Artist, the following will be excluded:

          (i). The demonstration tapes embodying the performances,  musicianship
          and/or  compositions  of Walter  Lockhart as recorded by the group now
          known as "Those  Bleeding  Tulip" or known in the  future by any other
          name.  Further,  in the event  that said  recording  is  released  for
          commercial  sale,  it is agreed that  Artist will use best  efforts to
          comply with the terms and  conditions  pertaining to "sideman" work as
          set forth in the terms of this Agreement; and

          (ii). The demonstration tape embodying the performances,  musicianship
          and/or compositions of Christopher O'Hara as recorded by the group now
          known as Our Savage  Garden or known in the future by any other  name.
          Further,  in the event that said  recording is released for commercial
          sale it is agreed that Artist will use best efforts to comply with the
          terms and conditions  pertaining to "sideman" work as set forth in the
          terms of this Agreement.

2.2  During the Initial  Term,  Open Door does hereby  agree to provide you with
     access  and  use of  their  in-house  recording  facility.  Said  recording
     sessions to be  scheduled at the rate of at least one (1) session per month
     throughout  the  Initial  Term  and at  specific  times  convenient  to all
     parties.  Each of the four (4) recording  sessions will be at least two (2)
     days in length,  each day affording  you unlimited  access to the recording
     facilities owned and operated by Open Door.  Further Open Door will provide
     Artist  with food,  accommodations  and  travel  expenses,  which  shall be
     estimated  by Artist prior to each session and approved by Open Door before
     expenses  are  incurred  by  Artist,  for  each of the  recording  sessions
     described herein.

2.3  Artist  will  perform  for and you will  record and  deliver to Open Door a
     minimum number of Master Recordings specified in the following schedule:

    CONTRACT PERIOD                     MINIMUM RECORDING OBLIGATION

    Initial Period                      Pre-production
    First Option Period                 One (1) Album
    Second Option Period                One (1) Album
    Third Option Period                 One (1) Album

The Master  Recordings  required to be delivered  under this paragraph 2.2 shall
hereafter  be  referred  to  in  this   agreement  as  the  "Minimum   Recording
Obligation."

3. PROCEDURE

3.1. Open  Door  shall be  responsible  for the  coordination  of all  recording
     sessions.  In  consideration  of your need for  artistic  freedom  and Open
     Door's  respect for same, all creative input by you will be accepted by and
     strongly  considered by Open Door for approval and inclusion in the Minimum
     Recording  Obligation  set  forth  herein.  You,  as  the  Artist  and  any
     individual producer of your choice,  shall render their services subject to
     the  terms and  conditions  hereof  to the best of their  abilities  and in
     accordance with first-class  standards of performance for production in the
     Phonograph  Record  Industry.   Further,   Open  Door  will,  at  its  sole
     discretion, assign an Executive Producer from its staff or professionals to
     oversee your project and to assist you in meeting the  conditions and terms
     of this Agreement.

3.2. Prior to the  expiration of the Initial Term of this  Agreement and for any
     and all option periods  executed by Open Door, you shall obtain Open Door's
     approval  (not to be  unreasonably  withheld)  of each of the  following in
     order before proceeding  further:  (a) selection of the individual producer
     of the Master Recordings hereunder, (b) selection of the Compositions to be
     recorded and 9c)  selection of the dates of recording and the studios where
     recording is to take place.  At least  fourteen (14) days prior to the date
     of the first recording session for the recording of any Master  Recordings,
     you will submit to Open Door for its written  approval,  a written proposed
     budget setting forth, in itemized detail, all anticipated Recording Costs.

3.3. With respect to Master Recordings hereunder, you shall deliver to Open Door
     tracked and mixed tape masters and  reference  copies in DAT form which are
     representative of such tape masters,  which tapes shall be satisfactory for
     the  manufacture and sale of Phonograph  Records  hereunder in then current
     analog or digital formats. You shall edit, sequence, and leader multi-track
     master tapes for Master Recordings  hereunder,  in parallel sequence to any
     two-track master tapes delivered hereunder,  and shall further deliver same
     to Open  Door.  At Open  Door's  request,  you shall  re-record  any Master
     Recording that Open Door deems  unsatisfactory.  Concurrently with delivery
     of the foregoing  items under this paragraph 3.3, you shall deliver to Open
     Door all work parts of  whatever  nature  (including,  without  limitation,
     out-takes or other tracks recorded during the Term), together with, if Open
     Door  requests,  cover  artwork  necessary  to  reproduce  the  covers  and
     packages, all internal artwork, if any, and all negatives for such artwork,
     for each  Record  to be  produced  embodying  Master  Recordings  delivered
     hereunder.  If Open Door in its sole discretion  elects to prepare any such
     artwork or negatives,  all costs incurred in connection  therewith shall be
     deemed Advances  chargeable against the recoupable form any and all amounts
     otherwise payable by Open Door to Artist.

     You shall furnish Open Door, in writing, with all information, consents and
     clearances  required for the  manufacture  and  distribution  of Phonograph
     Records  hereunder   including,   timings,  any  credits  to  arrangers  or
     accompanists,  names  of  engineers,  list of  musicians  with  instruments
     played,  exact  recording  date(s),  studio  location(s),  and album  liner
     credits.

     Under a separate Agreement,  you will enter into a co-publishing  agreement
     with the publishing division of Open Door known as Diamond Music Publishing
     for the purpose of publishing all compositions  that are covered under both
     Agreements.  Said co-publishing  Agreement will provide an equal ownership,
     50/50, of each composition's  copyright.  Further, Diamond Music Publishing
     will be responsible for soliciting and  administrating  said copyrights for
     an  administration  fee  equal to the sum of Seven  and  one-half  (7-1/2%)
     percent of gross earnings derived from all publishing income.

3.4. You shall secure on behalf of Open Door, from the copyright  proprietors of
     Compositions not subject to compulsory  license,  and embodied on Recording
     to be  delivered  to Open  Door  hereunder,  executed  mechanical  licenses
     granting Open Door the right to manufacture  and distribute  copies of such
     Recordings.

3.5. Artist's  performances  hereunder shall be reasonably consistent in concept
     and  style  and  Master  Recordings   delivered  hereunder  (including  the
     Compositions  embodied  therein) will in general artistic concept and style
     be similar to Master Recordings  previously  delivered  hereunder.  Neither
     "live"  performances,  multiple  LP  Albums,  joint  recordings  with other
     royalty-receiving  artists,  instrumental recordings,  nor recordings which
     were not made in compliance  with the provisions of this  agreement,  shall
     satisfy  the  delivery  requirements  of the Minimum  Recording  Obligation
     without  Open Door's  prior  written  consent.  Without  limitation  of the
     foregoing,  any  multiple LP Album  delivered  hereunder  shall be deemed a
     single LP for the purposes of product delivery and payment thereof.

4. DELIVERY PROCEDURE

4.1  The Minimum Recording Obligation with respect to each Contract Period shall
     be delivered no later than ninety (90) days following  commencement of such
     Period.

4.2. In addition to the  satisfactory  completion  by you of the  procedures  in
     Article 3 the  Recording  Obligation  and in this  Article 4,  Procedure as
     necessary  conditions to determine whether any Recording has been delivered
     within the meaning of this agreement.

     (a).  "Deliver" or  "Delivery" or  "Delivered"  (or any said terms in lower
     case) when used with Masters  means Open Door's  receipt of  newly-recorded
     satisfactory  Masters to  constitute  the recording  concerned  (two track,
     stereo,  digital  or  analog  tapes,  fully  edited,  mixed,  leadered  and
     equalized,  together with one (1) reference therefor,  any and all proposed
     artwork or art concepts and all necessary licenses, approvals, consents and
     permissions in accordance with the terms of this Agreement.

4.3  No Master Recordings  delivered  hereunder shall embody  Compositions which
     have  been  previously  recorded  by  Artist  (whether  in a group or as an
     individual) unless Open Door provides you with prior written approval.

5. RIGHTS

5.1  All Master Recordings  delivered hereunder or recorded by Artist during the
     Term  and the  performances  contained  thereon  and  recordings  delivered
     therefrom  shall from  inception to their creation be entirely the property
     of Open  Door in  perpetuity  throughout  the  universe,  free of any claim
     whatsoever by you or any other Persons,  and Open Door shall have the right
     to register the copyright in such master  Recordings in Open door's name or
     in the name of Open Door's  designee as owners and author (as  employer for
     hire,  such  relationship  being  solely  for  the  purpose  of  applicable
     copyright  law) and to secure any and all renewals and  extensions  of such
     copyright.  In the event and to the extent that, by operation of law or for
     any other reason,  Open Door or Open Door's designee is not or cannot be an
     employer for hire as provided in the immediately  preceding  sentence,  you
     hereby  assign to Open Door all of your right and title to the copyright in
     and to such master  Recordings,  and all  renewals and  extensions  of such
     copyright.   Without  limitation  of  the  foregoing,  Open  Door  and  its
     subsidiaries,  affiliates, and licensees shall have the sole, exclusive and
     unlimited  right  throughout  the universe to manufacture  Records,  by any
     method(s) now or hereafter  known,  embodying any  portion(s) or all of the
     performances  embodied on Master  Recordings  hereunder;  to use the Master
     Recordings  hereunder  for  background  music,  synchronization  in  motion
     pictures and television soundtracks and other similar purposes,  including,
     without limitation, use on transportation facilities without any additional
     payments to you; or notwithstanding  the provisions  hereof,  Open Door and
     its subsidiaries, affiliates and licensees may, at their election, delay or
     refrain from doing any one or more of the foregoing.

     (a) Without  limiting the  generality of paragraph 5.1 Open Door shall have
     the exclusive  right to utilize  Artist's  performances  in connection with
     Audio-Visual  Recordings for release on Audio-Visual Devises.  Artist shall
     perform  for said  recordings  upon Open Door's  request and in  connection
     therewith  shall  perform  such  Composition(s)  as Open Door,  in its sole
     discretion shall  determine,  provided that Artist shall not be required to
     perform in any Contract Period for the recording of Audi-visual  Recordings
     greater  in  playing  time than the  playing  time of the sound  Recordings
     constituting the Recording  Obligation in such Contract Period.  The budget
     and  financial  terms  to be  negotiated,  in good  faith,  at the time the
     decision is made by Open Door to produce said audio-visual device.

     (b) In addition, Artist shall be available from time to time at Open Door's
     request  to  perform  for the  purpose  of  recording  by  means  of  film,
     videotape,   or  other  audio-visual  media  performances  of  Compositions
     embodied on Master Recordings  hereunder.  No compensation shall be payable
     to you or Artist in connection with such Audio-Visual Recordings.

     (c) You shall procure for Open Door from the  copyright  proprietor of each
     Composition  embodied  in  any  Audio-Visual  Recording  such  proprietor's
     irrevocable  written  consent  to  the  use of  such  Composition  in  such
     Recording and to the exploitation thereof without payment by Open Door.

5.2  Within  seven (7) days from Open Door's  request,  you will  approve,  said
     approval not to be unreasonably withheld,  execute and deliver to Open Door
     any instruments of transfer and other documents  necessary for Open Door to
     secure copyright protection in the Master Recordings hereunder.

5.3  Open Door shall have the  perpetual  right,  which right shall be exclusive
     during  the  Term,  without  any  liability  to any  Person,  to use and to
     authorize other Persons to use the names (including any professional  names
     or  sobriquets)  likenesses,  whether or not current  (including  pictures,
     portraits  and  caricatures)  and  biographical  material of or relating to
     Artist, each other artist, if any, whose performance is contained on Master
     Recordings  hereunder,  and each  producer of one or more Master  Recording
     hereunder,  for the  purposes of  advertising,  promotion  and trade and in
     connection with other  merchandising of any kind,  including the making and
     solicitation of Records hereunder and in general goodwill advertising.  You
     warrant  and  represent  that you have  the  exclusive  right to so use and
     authorize the use of such names,  likenesses and biographical  material and
     that the use of same will not  infringe  upon the rights of any Person.  If
     any  Person  challenges  Artist's  right  to  use a  professional  name  or
     sobriquet,  Open Door may, at its election and without limiting its rights,
     require Artist to adopt another  professional name or sobriquet approved by
     Open Door  without  awaiting  the  determination  of the  validity  of such
     challenge.  Furthermore, during the Term Artist will not change the name by
     which Artist is professionally known without the approval of Open Door.

6.  ADVANCES - RECOUPABLE AND NON RECOUPABLE

6.01 Open Door shall pay, as a non-recoupable  advance,  the sum of Five Hundred
     ($500.00) Dollars for each recording session scheduled and completed during
     the  Initial  Term  of this  Agreement.  Said  funds  to be used by you for
     expenses,  travel or any other expense  connected with the execution of the
     recording sessions for the Initial Term.  Further,  if you decide to secure
     the services of an outside producer during the recording sessions scheduled
     for the Initial Term,  Open Door will provide you with an additional sum of
     One Hundred ($100.00) Dollars, in the form of non-recoupable  advance,  for
     the  purpose  of  covering  any  additional  expenses  associated  with the
     services of said producer.

6.02 All  recoupable  advances  which will apply to all option  periods  will be
     charged  against and  recoupable  from  royalties  accruing to your account
     hereunder, the following:

     (a) Following the completion of the Initial Period of this Agreement,  Open
     Door agrees to pay Artist Ten Thousand ($10,000.00)  Dollars,  which amount
     shall be deemed a recoupable  Advance.  Said advance would be payable fifty
     (50%) percent upon  commencement of the First Option Period and Fifty (50%)
     percent upon approval and delivery of the Album.

     (b) Open Door will pay all recording  costs in the approved budget directly
     to  creditors,  as they are  incurred.  You  shall be  responsible  for the
     payment of all  Recording  Costs or other costs in  connection  with making
     Master Recordings,  which have not been specifically approved by Open Door.
     If Open Door  elects to pay any such  costs for which you are  responsible,
     then Open Door shall have the right to charge the additional  costs against
     any and all royalties accruing to your account hereunder.  The supplemental
     Recording  Budget  shall be that  amount,  calculated  as of the end of the
     accounting  period  immediately  preceding  the  period in which the Master
     Recordings  constituting  the  applicable  Album  are  delivered,  equal to
     Sixty-six and two-thirds  percent (66-2/3%) of the average of the royalties
     earned on Net Sales  through  normal  channels in the United  States of the
     immediately  preceding two (2) Albums of the Minimum  Recording  Obligation
     (except that with respect to the Album for the First Option Period, it will
     be based on sales of the preceding album only) provided that such Recording
     Budget shall not be less than the minimum set forth below nor more than the
     maximum amounts set forth below with respect to each Album.

                                         Minimum          Maximum
                                         -------          -------
     First Option Period                 $20,000          $50,000
     Second Option Period                $25,000          $65,000
     Third Option Period                 $60,000          $80,000

If any Album of the Minimum Recording  Obligation is not timely  delivered,  the
Recording  Budget for such Album will be the minimum  Recording Budget set forth
for such  Album.  Costs in  excess of the  Recording  Budget  shall be  Artist's
responsibility  and, to the extent Open Door elects to pay same, Open Door shall
have the right to  demand  reimbursement  therefor  from  Artist  (and you shall
immediately make such  reimbursement)  and/or give Open Door the right to deduct
such costs from any payments to you.

     (c) With  respect  to the Album to be  delivered  within  the First  Option
     Period,  Open Door  agrees to invest  an amount  equal to or  greater  than
     Twenty-Thousand ($20,000.00) Dollars for the purposes of but not limited to
     the following: (i) distribution,  (ii) radio promotion, (iii) tour support,
     (iv) merchandising, and (v) Internet promotion and support.

     (d) With  respect  to the Album to be  delivered  within  the First  Option
     Period and all other future options if exercised by Open Door, Open Door is
     willing  to  provide  Artist  with  unlimited  access  and  use of its  own
     recording  facility,  known as the Rock & roll  Ranch  with an hourly  rate
     levied at Forty ($40.00)  Dollars per hour. If Artist decides to record any
     or all of the project at said facilities the expenses and costs incurred by
     Open Door would be deemed a non-recoupable advance to Artist.

     (e)  From  the  Recording  Budget  as set  forth  in  Item  6.2(b)  of this
     Agreement,  Artist  will be  responsible  for  paying  for  any  recording,
     tracking,  overdubbing or mixing  performed at any other studio besides The
     Rock & Roll Ranch. Further, from this same Recording Budget, Artist will be
     responsible for paying for the services of any outside producer used on the
     project. Any additional  compensation paid to any outside producer,  in the
     form of  points,  will be the sole  responsibility  of  Artist  and will be
     payable from the points allotted to Artist herein.

6.03 Any monies  paid to you or Artist  during  the Term and any monies  paid by
     Open Door on your or  Artist's  behalf  or at your  direction,  other  than
     royalties  paid  pursuant  to  Articles  5.1,  6 and 8,  shall be deemed an
     Advances.

7. ROYALTIES

     In  consideration  for your  services  hereunder  and your  warranties  and
     representations,  Open Door shall accrue to your account in accordance with
     the  provisions  of  Article  7, the  following  royalties  for the sale of
     Phonograph Records derived from Master Recordings hereunder:

7.01.(a) A royalty of thirteen  percent  (13%) of the Royalty Base for Net Sales
     of all Albums  sold by Open Door for  distribution  through  Normal  Retail
     Channels in the United States (collectively  "U.S.N.R.C.") derived from the
     Recording Obligations for all executed Option Periods.

     (b) In the event any Album of the Recording Obligation shall have Net Sales
     in the U.S.  through Normal Retail Channels in excess of 500,000 units, but
     less than  1,000,000  units,  Open Door shall pay an additional  royalty of
     one-half  (1/2%) percent but only with respect to those Net Sales in excess
     of 500,000  units,  but less than 1,000,000  units,  Open Door shall pay an
     additional royalty of one (1%) percent,  but only with respect to those Net
     Sales in excess of 1,000,000 units of that particular  Album. The foregoing
     escalated  royalties  shall not be  applicable to sales that are subject to
     "the otherwise  applicable  rate" referred to in the provisions  below, the
     royalties  for which sales shall all be  calculated  solely on the basis of
     the basic rate.

7.02 The royalty for Net Sales of Singles shall be accrued at One Hundred (100%)
     percent of the otherwise applicable royalty rate.

7.03 The  royalty  for Net Sales of Records  sold by Open Door for  distribution
     through Normal Retail  Channels  outside the United States shall be accrued
     at one-half (1/2) of the otherwise applicable royalty rate. Notwithstanding
     anything  in the  foregoing  sentence  the royalty for Net Sales of Records
     sold outside the United  States by Open Door for  distribution  through its
     Internet  Retail Channels shall be accrued at One Hundred (100%) percent of
     the otherwise applicable royalty rate.

7.04 The  royalty  for Net Sales of Records  sold in the form of compact  discs,
     digital audio tapes, via satellite or in any form, configuration, format or
     technology  not  herein  described,  which  is now  known  but  not  widely
     distributed or which hereafter becomes known but not widely  distributed or
     which    hereafter    becomes   known    (collectively    "New   Technology
     Configurations")  shall be accrued  at  Seventy-five  percent  (75%) of the
     otherwise applicable royalty rate.

7.05 The  royalty  for Net  Sales  of EP  Records,  premium  Records,  Long-Play
     singles, Budget Records, sampler Records,  soundtrack Records,  compilation
     Records,  Records  sold in Armed  Forces  Post  Exchanges  or to the United
     States or a state or local  government,  Multiple-Record  Albums or Records
     other  than  Albums  shall be accrued at  one-half  (1/2) of the  otherwise
     applicable royalty rate.

7.06 If Open Door sells Audio-Visual Devises or licenses the use of Audio-Visual
     Recordings,  the royalty  shall be  computed  as follows:  (a) If Open Door
     manufactures and distributes such Audio-Visual  Devices,  the royalty shall
     be computed as provided herein, but the following rates shall apply instead
     of the rates  specified  in  paragraph  7.1  above:  (i) on units  sold for
     distribution  through  Normal  Retail  Channels in the United  States:  ten
     percent (10%) of the lowest wholesale price, exclusive of excise, sales and
     similar  taxes,  payable  by  Open  Door's  customers  in  respect  of such
     Audio-Visual  Devices;  and (ii) on units sold for distribution outside the
     United States: six percent (6%) of the lowest wholesale price, exclusive of
     excise,  sales and  similar  taxes,  payable by Open  Door's  customers  in
     respect of such Audio-Visual  Devices; and (b) With respect to distribution
     of  Audio-Visual  Devices by third  parties or  licensing  of  Audio-Visual
     Recordings  to third  parties,  one-half  (1/2) of Open  Door's Net Royalty
     Receipts derived  therefrom after  deducting:  (i) any and all direct costs
     and/or third party payments in connection  with the creation,  manufacture,
     solicitation or use of said Audio-Visual Recordings.

7.07 With respect to the following Records,  merchandising  rights for all usual
     and  customary  items  such  as,  but not  limited  to,  tee-shirts,  hats,
     stickers,  and  other  objects  manufactured  by Open  Door for sale and or
     distribution, a sum equal to Fifty (50%) percent of Open Door's Net Royalty
     Receipts with respect to such activity.

7.08 For Master  Recordings,  the royalty to be accrued hereunder shall be a sum
     equal to fifty  percent  (50%) of Open  Door's Net  Royalty  Receipts  with
     respect  to: (a) Records  derived  from Master  Recordings  hereunder  sold
     through  record  clubs or similar  sales plans or devices,  (b) licenses of
     Master   Recordings  for  methods  of  distribution  such  as  "key  outlet
     marketing"  (distribution through retail fulfillment centers in conjunction
     with special advertisements on radio or television), director mail, or mail
     order,  or by any  combination  of the  methods  set  forth  above or other
     methods, (c) licenses of Master Recordings on a flat-fee basis, and (d) any
     other  licensing  of  Master   Recordings  or   merchandising   rights  not
     specifically provided for above.

7.09 If any Recordings made hereunder embody Artist's performances together with
     the performances of any other parties to whom Open Door is obligated to pay
     royalties, then the royalty due hereunder for such joint performances shall
     be the royalty provided for herein divided by the number of royalty-earning
     artists participating therein including Artist.

7.10 As to  Records  not  consisting  entirely  of Master  Recordings  delivered
     hereunder, your royalty otherwise payable shall be prorated on the basis of
     the  number  of Master  Recordings  hereunder,  which  are on such  Records
     compared to the total number of Master Recordings on such Records.

8. ACCOUNTING

8.1  Accountings as to royalties payable hereunder shall be made by Open Door to
     you on or before  September 30 of the period ending the preceding  June 30,
     and on or before March 30 for the period ending the preceding  December 31,
     or such other accounting  periods as Open Door may in general adopt, but in
     no case less frequently than semiannually, together with payment of accrued
     royalties,  if any,  earned by you during such  preceding  half-year,  less
     advances or other recoupable  amounts  hereunder.  Open door shall have the
     right to hold reserves in respect of sales of Records  hereunder  providing
     that said reserves do not exceed Ten (10%) percent.

8.2  Royalties for Records sold for distribution outside the United States shall
     be computed in the same  national  currency as Open Door is accounted to by
     its  licensees  and shall be paid at the same rate of exchange as Open Door
     is paid, and shall be subject to any taxes applicable to royalties remitted
     by or received from foreign sources  provided,  however,  that royalties on
     Records  sold  outside the United  States shall not due and payable by Open
     Door until  payment  therefor has been  received by Open Door in the United
     States in United States Dollars.  If Open Door shall not receive payment in
     the United States,  or in United States  Dollars,  and shall be required to
     accept payment in foreign currency or in a foreign country, Open Door shall
     deposit to your credit (at your request and expense) in such  currency in a
     depository in the country in which Open Door is required to accept payment,
     your share of royalties  due and payable to you with respect to such sales.
     Deposit as  aforesaid  shall  fulfill  the  obligations  of Open Door as to
     Record sales to which such royalty payments are applicable. Open Door shall
     notify you of, or include on the appropriate royalty statement,  the amount
     of funds so held in a foreign  territory  under this  paragraph 7.2. If any
     law,  government ruling or any other restriction  affects the amount of the
     payments which Open Door's  licensee can remit to Open Door,  Open Door may
     deduct,  from your  royalties an amount  proportionate  to the reduction in
     such licensee's remittances to Open Door.

8.3  All royalty  statements  rendered by Open Door to you shall be binding upon
     you and not subject to any objection by you for any reason unless  specific
     objection  in  writing,  stating the basis  thereof,  is given to Open Door
     within  two (2) years  from the date  rendered.  Failure  to make  specific
     objections  within  said  time  period  shall be  deemed  approval  of such
     statement. You will not have the right to bring an action against Open Door
     in connection with any royalty  statement or payment  hereunder  unless you
     commence the suit within one (1) year from the date such written objection,
     if any,  is so given.  If you  commence  suit on any  controversy  or claim
     concerning royalty  accountings  rendered to you under this agreement,  the
     scope of the proceedings  will be limited to determination of the amount of
     the royalties due for accounting periods concerned, and the court will have
     no  authority  to  consider  any other  issues or award any  relief  except
     recovery of any royalties found owing.

Your recovery of any such royalties will be the sole remedy  available to you or
the  Artist by reason of any claim  related  to Open Door  royalty  accountings.
Without limiting the generality of the preceding  sentence,  neither you nor the
Artist will have any right to seek  termination  of this  agreement or avoid the
performance of your obligations under it by reason of any such claim.

8.4  You shall have the right,  at your own expense,  to audit Open Door's books
     and records as the same pertain to sales under this  agreement for the four
     (4)  accounting  periods  prior  to  such  audit.  You  may  make  such  an
     examination for a particular  statement only once, and only within one year
     after the date when Open Door sends you said statement under paragraph 8.1.
     Such audit shall be conducted  during Open door's usual business hours, and
     at Open Door's regular place of business in the United States or where Open
     Door keeps the books and records to be examined.

8.5  You hereby  authorize  and direct Open Door to withhold from any monies due
     you from Open Door any part thereof  required by the United States Internal
     Revenue Service and/or any other governmental authority to be withheld, and
     to pay same to the United States Internal Revenue Service and/or such other
     authority.

9. MECHANICAL COPYRIGHT LICENSES

9.1  Subject to the provisions of this Article 9, each Controlled Composition is
     hereby  licensed  to Open Door at a  copyright  royalty  rate  equal to One
     Hundred  (100%)  percent of the  Statutory  Rate  prevailing at the time or
     recording of the Master  Recording  embodying such Controlled  Composition.
     With respect to Records sold and/or  distributed in the manner described in
     paragraphs 7.5 or 7.6 or 7.7, the royalty rate shall be three-fourths (3/4)
     of the rate set forth in the preceding sentence.

9.2  Copyright  royalties  with  respect  to  Controlled  Compositions  shall be
     payable  only on Net  Sales  hereunder.  Copyright  royalties  shall not be
     payable with respect to Records otherwise not royalty-bearing hereunder, or
     with  respect to  Compositions  which are in public  domain or are arranged
     versions of Compositions in the public domain, or for nonmusical material.

9.3  The provisions of this Article 9 shall  constitute and are accepted by you,
     on your own  behalf  and on  behalf of any  other  owner of any  Controlled
     Composition(s) or any rights therein,  as full compliance by Open Door with
     all of its  obligations  under the  compulsory  license  provisions  of the
     applicable  copyright law,  arising from any use by Open Door of controlled
     compositions  as provided for herein.  Mechanical  royalty  reserves not to
     exceed Ten (10%)  percent at any time and  maintained  by Open Door against
     anticipated returns and credits will not be held for an unreasonable period
     of time;  retention of a reserve for two (2) years after it is  established
     will not be considered  unreasonable  in any case.  Open door shall account
     for  mechanical  royalties on a quarterly  basis.  Your right to audit Open
     Door's books and records as the same relate to the royalties for Controlled
     Compositions  shall be  subject  to the terms and  conditions  set forth in
     Article 8 in connection with your audit rights.

9.4  Any  assignment  made  of the  ownership  or  copyright  in any  Controlled
     Composition shall be made subject to the provisions of this Article 9.

9.5  Notwithstanding  anything to the contrary  contained  herein,  you warrant,
     represent,  and agree that Open door shall have no obligation whatsoever to
     pay an aggregate copyright royalty rate in respect of any Record hereunder,
     regardless   of  the  number  of  Controlled   Compositions   and/or  other
     Compositions contained thereon, in excess of the following sums:

     (a) In  respect  of an Album  (in any  configuration):  ten (10)  times the
     applicable amount set forth in paragraph 9.1.

     (b) In respect of a Single, EP Record, Long Play Single or any Record other
     than an Album:  two (2) times the applicable  amount set forth in paragraph
     9.1.

9.6  Without  limitation of the  generality  of paragraph  9.2, if the aggregate
     copyright  royalty rate in respect of any Record hereunder is more than the
     applicable amounts set forth in this Article 9, then, without limitation of
     Open Door's rights, Open Door shall have the right, at its election, if its
     elects to release such Recording,  to demand reimbursement from you of such
     excess (and you shall immediately make such reimbursement) and/or to deduct
     the amount of such excess from payments due hereunder,  including copyright
     royalties.

9.7  If  any   Recordings   made  under  this  Agreement   contain   copyrighted
     Compositions,  which  are not  Controlled  Compositions,  you  will  obtain
     mechanical  licenses covering those Compositions for Open Door's benefit on
     terms equal to Seventy-five  (75%) percent of the Statutory Rate prevailing
     at the time of recording of the Master Recording  embodying such Controlled
     Compositions hereunder unless Open Door agrees otherwise.

10. ADDITIONAL WARRANTIES AND REPRESENTATIONS

10.1You warrant and represent the following:

     (a) You are authorized,  empowered and able to enter into and fully perform
     your  obligations  under this  agreement.  Neither this  agreement  nor the
     fulfillment  thereof by any party  infringes or will infringe the rights of
     any Person.  You have no knowledge of any claim or purported  claim,  which
     would  interfere with Open Door's rights  hereunder or create any liability
     on the party of Open Door.

     (b) There now exist no prior released or  unreleased-recorded  performances
     by Artist  (other than the masters  comprising  the Initial  Period  Album,
     which have previously been commercially released).

     (c) The Master Recordings hereunder and performances embodied thereon shall
     not be  produced  in  accordance  with the  rules  and  regulations  of the
     American  Federation of Musicians or the American  Federation of Television
     and Radio  Artists  or other  unions.  In the event any  Master  Recordings
     hereunder or performances  thereon are produced within the  jurisdiction of
     any union,  in addition to all other  remedies  Open Door may have  against
     you,  Open Door shall have the right to charge  against any sums due to you
     hereunder any Music Performance Trust Fund or Special Payment Fund or other
     union-required payments becoming payable by reason thereof.

     (d)  During  the  Term,   Artist's  recording  services  will  be  rendered
     exclusively to Open Door. During the "Restriction  Period," Artist will not
     perform  for (nor will you or Artist's  license,  consent to, or permit the
     use by any Person other than Open Door of Artist's  name or likeness for or
     in connection with) the recording or solicitation of any Phonograph  Record
     (including,  without  limitation,  any Audio-Visual  Device)  embodying any
     Composition  recorded  by Artist  under  this  agreement.  As used  herein,
     "Restriction  Period"  means the period  commencing  on the  expiration  or
     earlier  termination of the Term and continuing until the later of the date
     years  subsequent  to the  date  of  delivery  to Open  Door of the  Master
     Recording embodying the applicable Composition hereunder, or the date three
     (3) years subsequent to the expiration or termination of the Term.

     (e)  Notwithstanding  anything to the contrary contained in paragraph 10.2,
     any  member of Artist  may  perform as a  background  musician  ("sideman")
     accompanying  a featured  artist for the purpose of making  Recordings  for
     phonograph record purposes for third parties during the term provided that:

          (i) Such  engagement  does not interfere  with the  continuing  prompt
          performance of your obligation to Open Door;

          (ii)  The  member  of  Artist  shall  not  perform  solo  or  step-out
          performances  on  Recordings  for such  parties  in excess of ten (10)
          seconds  on any  Single  record  or more  than  one  solo or  step-out
          performance  on more  than  one  composition  on any  multiple  record
          release or be separately  identified  in  connection  with any solo or
          step-out performances on such Recordings;

          (iii)  The name of the  member of  Artist  performing  may not be used
          except in a courtesy credit to Open Door or its designee on the liners
          used for such phonograph records,  which courtesy credits shall appear
          in the same  position as the credits  accorded to other sidemen and in
          type  identical in size,  prominence and all other  respects;  without
          limiting the generality of the foregoing, in no event may the likeness
          of the member of Artist,  or the group or professional  name of Artist
          be used in  connection  with  such  phonograph  records.  Neither  the
          members' nor Artist's name or likeness shall appear in any advertising
          or promotion in connection with such  Recordings,  on the front covers
          of Album containers,  on sleeves or labels used for Singles, or in any
          other form, including (without limitation) in Audio-Visual Recordings,
          without Open Door's prior written  consent,  which may be withheld for
          any reason, in Open Door's sole discretion;

          (iv) The  member of  Artist  shall not  perform  compositions  on such
          Recordings  that  Artist  records  hereunder,   nor  shall  artist  be
          restricted  from  recording  hereunder  compositions  performed by the
          member of Artist on Such Recordings, nor shall any member of Artist be
          a writer or co-writer or owner of a composition so performed;

          (v) No more than two (2) members of Artist shall perform on such other
          Recording; and

          (vi) The third party record  company that  distributes  the Records on
          which Artist's  performances are contained  executes an agreement with
          Open Door in a form satisfactory to Open Door.

10.2 Neither Master Recordings hereunder nor the performances  embodied thereon,
     nor any other  Materials,  as hereinafter  defined,  nor any use thereof by
     Open Door 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 or sobriquet used by Artist,
     and all other musical,  dramatic,  artistic and literary materials,  ideas,
     and other intellectual  properties  furnished or selected by you, Artist or
     any producer and  contained in or used in  connection  with any  Recordings
     made  hereunder  or  the  packaging,   sale,   distribution,   advertising,
     publicizing or other solicitation thereof.

10.3 Artists  shall be  available  from time to time to appear for  photography,
     poster,  and cover art, and the like,  under the  direction of Open Door or
     its  nominees  and to appear for  interviews  with  representatives  of the
     communications media and Open Door's publicity personnel.

10.4 Neither you nor Artist shall  authorize  or  knowingly  permit the Artist's
     performances  to be  recorded  for any purpose  without an express  written
     agreement  prohibiting  the use of such recording on Phonograph  Records or
     Audio-Visual  Devices in violation of the restrictions  herein, and you and
     Artist  shall  take  reasonable   measures  to  prevent  the   manufacture,
     distribution  and sale at any time by any  Person  other  than Open Door if
     such Phonograph Records and Audio-Visual Devices.  Neither you, Artist, nor
     any person deriving any rights from you or Artists,  shall use or authorize
     or permit any Person other than Open Door to use Artist's  name  (including
     any professional name or sobriquet),  likeness (including picture, portrait
     or  caricature)  or biography in  connection  with the  manufacture  and/or
     solicitation  of  Master  Recordings  or  Records  (including  Audio-Visual
     Devices).

10.5 Neither  you nor  Artist  nor any Person  deriving  any rights  from you or
     Artist,  shall at any time do, or  authorize  any  Person  to do,  anything
     inconsistent  with, or which might  diminish or impair,  any of Open Door's
     rights  hereunder.  Neither you nor Artist shall endorse any products whose
     use would be detrimental to the Phonograph  Record industry,  including but
     not limited to, blank tapes and tape recording equipment.

10.6 You agree to and do hereby indemnify, save and hold Open Door harmless from
     and against any and all loss and damage  (including  reasonable  attorneys'
     fees) arising out of or connected with any breach or alleged breach of this
     agreement or any claim which is inconsistent  with any of the warranties or
     representations made by you in this agreement,  and agree to reimburse Open
     Door on demand for any payment  made or incurred by Open Door with  respect
     to any liability or claim to which the foregoing indemnity applies. Pending
     the  determination  of any claim  involving such alleged breach of failure,
     Open Door may withhold sums due to you under this or any other agreement.

11. FAILURE OF PERFORMANCE

11.1 Open Door  reserves  the right by  written  notice  to you to  suspend  the
     operation of this agreement and its obligations  hereunder for the duration
     of any contingencies by reason of which Open Door is materially hampered in
     its recording, manufacture,  distribution or sale of Records, or its normal
     business operations become commercially  impracticable:  for example, labor
     disagreements;  fire;  catastrophe;  shortage  of  materials;  or any cause
     beyond Open Door's control. A number of days equal to the total of all such
     days of  suspension  may be  added to the  Contract  Period  in which  such
     contingency  occurs  and the  dates  for the  exercise  by Open Door of its
     options as set forth in Article 1, the dates of  commencement of subsequent
     Contract Periods and the Term shall be deemed extended accordingly.

11.2 If in respect of any  Contract  Period  Open Door,  except for  reasons set
     forth in paragraph above, refuses without cause to allow you to fulfill the
     Minimum Recording  Obligation for such Period,  and if no later than thirty
     (30) days after that refusal  takes place,  you notify Open Door in writing
     of your desire to fulfill such Minimum Recording  Obligation,  then if Open
     Door does not allow you either to record  sufficient  Master  Recordings to
     fulfill the Minimum  Recording  Obligation  within  sixty (60) days of such
     notice, or commence  recording of such Minimum  Recording  Obligation if it
     cannot be recorded  within said sixty (60) days, the Term of this agreement
     shall  terminate  upon the  expiration of such sixty (60) day period.  Upon
     such termination,  the parties hereto shall be deemed to have fulfilled all
     of their obligations  hereunder and shall be given a written release except
     those  obligations  which survive the end of the Term,  such as warranties,
     indemnities,  re-recording  restrictions,  and the obligation to accrue and
     pay royalties  hereunder,  if payable,  and Open Door shall pay you for the
     Minimum Recording Obligation not fulfilled for the applicable period of the
     Term  in  full  settlement  of its  obligations  in  connection  with  such
     unrecorded Album, which amounts shall constitute Advances against royalties
     payable  hereunder.  This shall be your sole remedy in connection with Open
     Door's failure to allow you to fulfill the Minimum Recording Obligation. If
     you shall fail to give  notice to Open Door  within  the  period  specified
     therefor,  Open Door shall be under no obligation  for its failure to allow
     you to fulfill such Minimum Recording Obligation

12. ADDITIONAL REMEDIES

12.1 Without  limitation  of any other rights and remedies of Open Door,  if you
     fail to deliver Recordings in accordance with paragraphs 3 and 4, then Open
     Door may, at its election,  suspend its obligations  hereunder for a number
     of days  equal to the  number  of days  between  the last date on which you
     actually deliver such Master  Recordings and the date on which you actually
     deliver such Master Recordings,  and the then-current  Contract Period, the
     dates for exercise of Open Door's  options to extend the Term, the dates of
     commencement of subsequent  Contract Periods,  and the Term may be extended
     accordingly.  If any such failure  exceeds ninety (90) days, Open Door may,
     in addition to its other rights and remedies,  terminate  this agreement by
     written  notice to you, and upon such  termination  Open Door shall have no
     obligations to you hereunder except the obligation to pay royalties if due.

12.2 It is recognized that Artist's  services are of special,  unique,  unusual,
     extraordinary  and  intellectual  character  involving skill of the highest
     order,  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 any breach of this  agreement  with  respect to such  services
     would cause Open Door  irreparable  damage,  Open Door shall be entitled to
     injunctive  and other  equitable  relief,  in addition  to  whatever  legal
     remedies are  available to Open Door, to prevent or cure any such breach or
     threatened breach.

     (a) As condition  precedent to any assertion by either Party that the other
     is in default in performing any  obligations  contained  herein,  the Party
     alleging the default must advise the other,  in writing via  Registered  or
     Certified Mail return receipt  requested,  of the specific facts upon which
     it is claimed that the other is in default and of the  specific  obligation
     which is  claimed  to have  been  breached,  and the other  Party  shall be
     allowed a period of thirty  (30) days  after the  receipt  of such  written
     notice within which to cure such alleged  default.  During such period,  no
     breach of any obligation shall be deemed to be incurable.

12.5 In the event of any  breach of this  agreement  by Open Door  which has not
     been cured as provided in paragraph  12.2(a),  your sole remedy shall be an
     action at law for  damages,  and in no event  shall you be entitled to seek
     equitable or other injunctive relief.

12.6 The rights and remedies of Open Door as specified in this agreement are not
     to the  exclusion  of each other or of any other rights or remedies of Open
     Door;  Open Door may decline to exercise  any one or more of its rights and
     remedies as Open Door may deem fit,  without  jeopardizing any other rights
     and  remedies of Open Door;  and all of Open Door's  rights and remedies in
     connection  with this  agreement  shall survive the expiration of the Term,
     and upon such expiration or termination the parties shall be deemed to have
     fulfilled all their  obligations  hereunder except those  obligations which
     survive such  expiration or termination,  such as warranties,  re-recording
     restrictions, and the obligations to pay royalties, if due and payable.

13.  DEFINITIONS

13.1 "Master", "Recording",  "Master Recording": Any recording of sound, whether
     or not coupled with a visual  image,  by any method and on any substance or
     material,  whether now or hereafter  known,  which is used or useful in the
     recording,  production,  reproduction or manufacture of Phonograph Records,
     or otherwise, including Audio-Visual Recordings.

13.2 "Records",  "Phonograph Records":  Any device now or hereafter known, on or
     by which sound may be recorded and  reproduced,  which is  manufactured  or
     distributed  primarily for home use and/or consumer use and/or juke box use
     and/or use on or in means of transportation, including, without limitation,
     "sight and sound" devices and Audio-Visual Devices.

13.3 "Audio-Visual   Devices":   All  forms  of  reproductions  of  Audio-Visual
     Recordings,  now or hereafter known,  manufactured or distributed primarily
     for home and/or juke box use and/or on or in means of transportation.

13.4 "Audio-Visual  Recordings":  Every form of recording embodying performances
     of Artist wherein are fixed visual images,  whether of Artist or otherwise,
     together with sound.

13.5 "Side":  A Recording of sufficient  playing time to constitute one (1) side
     of a 7 inch,  45 RPM disc  Phonograph  Records,  but not less  than two and
     one-half (2 1/2) minutes of continuous  sound,  embodying  performances  of
     Artist.  Recordings  of more than one  arrangement  or  version of the same
     Composition,   reproduced   on  the  same  Record,   will  be   considered,
     collectively, one Side for all purposes under this agreement.

13.6 "Single":  A 7 inch, 45 RPM, double sided  Phonograph  Record or equivalent
     embodying thereon on ------ at least one (1) Side.

13.7 "Album":  One (1) or more LPs,  sold in a single  package (an Album of more
     than one (1) LP sometimes being referred to as "Multiple-Records Album").

13.8 "LP": A 12 inch,  long-play  Phonograph  Record or the  equivalent  thereof
     embodying  thereon the equivalent of not fewer than ten (1) Sides and hving
     not less than thirty-five (35) minutes playing time.

13.9 "EP Record":  A 12 inch, 33 1/3 RPM or 45 RPM double sided  long-play  disc
     Phonograph  Record or equivalent  embodying  thereon not less than four (4)
     Sides nor more than six (6) Sides.

13.10"Long Play Single" or "LP  Single":  A 12 inch 33 1/3 RPM or 45 RPMN double
     sided long play disc Phonograph Record or equivalent  embodying thereon not
     more than three (3) Sides.

13.11"Retail  List  Price":  With  respect to Recors sold in the United  States,
     Open  Door's  suggested  retail list price in the United  States,  and with
     respect to Recors  sold  outside  the  United  States,  Open  Door's or its
     licensee's   suggested  or  applicable  retail  price  in  the  country  of
     manufacture  or  sale,  as Open  Door is  paid,  or,  in the  absence  in a
     particular  country of such  suggested  retail  price,  the price as may be
     established by Open Door or its  licensee(s) in conformity with the general
     practice of the Record  Industry in such  country,  proviced that Open Door
     may, but shall not be obligated to,  utilize the price adopted by the local
     merchanical  copyright  collection  agency for the collection of mechanical
     copyright royalties.

3.12 "Container Charge": The following applicable  percentage of the Retail List
     Price of each  Record:  ten percent  (10%) for a Record in a single  sleeve
     other than a black vinyl  Single in a stock paper  sleeve;  twenty  percent
     (20%)  for a Record  (including  a  Single)  in the form of a  pre-recorded
     analog tape (other  than a chrome  treated  tape) or a Record in a gatefold
     sleeve;  twenty-five percent (25%) for Records (including a Single) sold in
     boxed sets or in the form of a pre-recorded  chrome  treated tape,  digital
     audio tape, compact disc, New Technology  Configurations,  via satellite or
     in any other form or  configuration of Records,  package,  container or box
     other than as described herein; plus an additional two and one-half percent
     (2 1/2%) for each of the  following:  printed bag,  insert,  wrapping other
     than shrink wrap, and other special element (including, without limitation,
     a sticker)  that is included  with any of the  coinfigurations  of a Record
     described in this paragraph 13.12.

3.13 "Royalty  Base":  The Retail List Price less all excise,  sales and similar
     taxes (to the extent such taxes are  included in the Retail List Price) and
     less the applicable Container Charge.

     (a) Open  Door may at some time  change  the  method  by which it  computes
     royalties in the United States from a retail basis to some other basis (the
     "New Basis") such as, without limitation,  a wholesale basis. The New Basis
     will replace the then current  Royalty Base and the royalty  rates shall be
     adjusted to the appropriate royalty which would be applied to the New Basis
     so that the  dollars-and-cents  royalty amounts payable with respect to the
     top-line  product  through normal retail channels would be the same as that
     which was payable immediately prior to such New Basis; for sales other than
     top-line product, for which there is a New Basis, the adjusted royalty rate
     shall be  reduced  in the ratio of the  royalty  rate for such sales to the
     royalty  rates for  sales  that  would  otherwise  make the New Basis  more
     favorable  (a  particular  example of which  might be the  distribution  of
     smaller  quantities of free goods than  theretofore  distributed)  then the
     benefits  of such other  adjustments  will be taken into  consideration  in
     adjusting the royalty rate.

     (b) Notwithstanding  anything to the contrary contained herein, the Royalty
     Base for premium  Records shall,  at Open Door's  election,  be Open Door's
     actual sales price of such Records.

13.14"Recording  Costs":  All costs  including  pre-production,  production  and
     post-production  costs  incurred for and with respect to the production and
     solicitation  of  Master  Recordings,  including  Audio-Visual  Recordings,
     Recording  Costs  include,  without  limitation,  payments  for  musicians,
     vocalists, conductors, arrangers, orchestrators, copyists, etc.; producer's
     fees' studio charges; costs of tape, editing, mixing, mastering,  reference
     discs, and engineering;  expenses of travel, per diems and rehearsal halls;
     costs  of  non-studio   facilities  and  equipment;   dubbing;   costs  and
     transportation of instruments  including cartage and rental fees;  payments
     required  by  law  or  contract   (including   agreements  with  any  labor
     organization); payments of third parties which Open Door is required by law
     or contract to pay in  connection  with the  Recordings;  costs of clearing
     so-called "samples" and other rights; and other costs which are customarily
     recognized as recording costs in the Record Industry or production costs in
     the audiovisual recording industry.

13.15"Composition":  A musical  composition or medley consisting of words and/or
     music, or any dramatic material, whether in the form of instrumental and/or
     vocal music, prose or otherwise, irrespective of length. Recordings or more
     than one arrangement or version of the same Composition,  reproduced on the
     same  Record,  will  be  considered,   collectively,  a  recording  of  one
     Composition for all purposes under this agreement.

13.16"Controlled Composition":  Any Composition written or composed, or owned or
     controlled,  in whole or in part, directly or indirectly,  by you or Artist
     or  any  individual   producer  of  Master  Recordings  and/or  any  Person
     affiliated with one or more of the foregoing or in which one or more of the
     foregoing has a direct or an indirect interest.

13.17"Advances":  An  "advance"  shall be deemed a prepayment  of royalties  and
     shall be charged against and recoupable from all amounts  otherwise payable
     to you hereunder or pursuant to any other  agreement  between Open Door and
     you.

13.18"Non-Recoupable  Advances": An advance shall be deemed as a bonus to artist
     and shall not be charged against or recoupable  from any amounts  otherwise
     payable to you  hereunder or pursuant to any other  agreement  between Open
     Door and you.

13.19"Budget  Records":  Albums sold in a  particular  country at a Royalty Base
     which is eighty  percent  (80%) or less of the Royalty Base in such country
     of any of the foregoing.

13.20"Person": Any individual, corporation,  partnership,  association, or other
     business entity,  or the legal successors or  representative  of any of the
     foregoing.

13.21"Net Sales":  Sales of Records hereunder,  paid for and not returned,  less
     returns and credits. Net Sales shall specifically exclude the following:

     (a) Records  given away gratis or sold for fifty  percent  (50%) or less of
     the "Gross Price" (as  hereinafter  defined);  Records  distributed to disc
     jockeys, radio or television stations, publishers,  distributors,  dealers,
     consumers, or others for publicity,  advertising,  or promotional purposes;
     and Records sold as cutouts, surplus or for scrap.

     (b) Free or  bonus  Records  given  away  together  with  Records  sold for
     monetary  consideration  (known in the  Phonograph  Record  Industry as the
     giving of "Free  Goods")  (The number of records  automatically  deemed not
     sold  for  royalty  purposes  under  this  paragraph   13.21(b)  shall  be,
     regardless  of whether  such  Records  were  shipped  under a "free  goods"
     program,  for  Singles,  twenty-three  percent  (23%)  of the  gross  total
     distributed and, for all other Records,  fifteen percent (15%) of the gross
     total distributed of the gross total distributed.)

     (c) To the extent that Records  hereunder  are sold subject to a sales plan
     entailing a selling price for such Records reduced by a percentage discount
     from Open Door's  Gross Price  (i.e.,  the  selling  price to  distributors
     before  any  discounts  or Free Goods or bonus  plans),  the number of such
     Records  deemed to be Net Sales shall be  determined by reducing the number
     of Records actually sold by the percentage of discount  granted  applicable
     to such sale.

     (d) Without limitation of the foregoing, (i) royalties shall not be payable
     with respect to  distributions  which are "Net  Sales";  and (ii) the terms
     "Net Sales" and/or "net royalty-bearing  sales" shall not include the sales
     described in this paragraph 13.21 and shall not include any sales for which
     royalty reserves are being held.

     (e) Without limitation of the generality of paragraph  13.21(a),  Open Door
     shall have the right to deduct from the number of Records  sold returns and
     credits of any nature,  including without limitation:  (i) those on account
     of any return or exchange privilege; (ii) defective merchandise;  and (iii)
     errors in billing or shipment.

13.22"Net Royalty  Receipts":  Royalty amounts actually received by open Door in
     the  United  States in United  States  dollars  (excluding  advances  until
     earned),  less any third party  payments and expenses that Open Door may be
     required  to  pay  (such  as,  without  limitation,  production  costs  and
     mechanical royalties).

13.23"Contract  Period":  The  Initial  Period  or an Option  Period as  defined
     above.

13.24"Statutory Rate": The minimum statutory  compulsory license rate applicable
     to a Composition  of less than five (5) minutes under the copyright laws of
     the applicable country. With respect to any Master Recordings not delivered
     within the time  prescribed  in Article ___ and ____ above,  the  Statutory
     Rate shall be deemed to be the rate in effect upon release of the record.

13.25"Normal  Retail  Channels":  or  "N.R.C.":  Sales  through all  channels of
     distribution other than the sales described in paragraphs  ______,  ______,
     and ______ and any other distribution not to the normal retail trade.

13.26"Audiophile  Records":  Records (other than Audio-Visual  Devices) marketed
     in  specially  priced  catalog  series by reason  of their  superior  sound
     quality  or  other  distinctive  technical  or  artistic   characteristics.
     Audiophile Records shall include, without limitation,  all Records made for
     digital playback, including, without limitation, compact discs, mini-discs,
     and digital audiotapes.

13.27"Interactive  Technology":  Any and all  devices  now or  hereafter  known,
     whether  fixed or not  fixed,  on or by which a user may enter a command in
     order to experience music, including,  without limitation of the foregoing,
     CD ROM, video games, CD Interactive, computer software, the World Wide Web,
     the Internet and any other interactive multimedia.

13.28"Deliver" or  "Delivery" or  "Delivered"  (or any said terms in lower case)
     when  used  with  Master  means  Open  Door's  receipt  of   newly-recorded
     satisfactory  Masters to  constitute  the recording  concerned  (two track,
     stereo,  digital  or  analog  tapes,  fully  edited,  mixed,  leadered  and
     equalized,  together with one (1) reference therefor,  any and all proposed
     artwork or art concepts and all necessary licenses, approvals, consents and
     permissions in accordance with the terms of this Agreement.

13.29"Distribution":  The process by which audio product,  in all configurations
     reaches the public via wholesale and retail  channels.  For the purposes of
     this  Agreement it relates to National  Distribution  with an  organization
     possessing  a proven  track  record.  Distribution  can be achieved  via an
     independent   distribution   company  as  well  as  a  distribution  system
     affiliated  with  a  major  recording   company  or  an  independent  label
     affiliated with a major distribution chain or organization.

13.30"Notice":  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 at the  appropriate  addresses as set forth
     herein, or at a substitute  address  designated in a written notice sent by
     the party  concerned  to the  other  party  hereto.  Each  notice  shall be
     addressed  to the  attention  of Open Door's CEO.  Each notice to you shall
     simultaneously be sent to your attorney or legal  representative as defined
     by you.  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 only from the date of its receipt.

14. MISCELLANEOUS

14.1 Whenever  your  approval or consent is  required,  you shall give Open Door
     written notice of approval or disapproval (the reasons for such disapproval
     being specifically  stated) within five (5) business days after notice from
     Open Door  requesting  same.  If you shall fail to give such notice to Open
     Door as  aforesaid,  you shall be  deemed to have  given  such  consent  or
     approval.

14.2 You recognize  that the sale of Records is  speculative  and agree that the
     judgment of Open Door with regard to any matter  affecting  the  promotion,
     sale,  distribution  and  solicitation of such Records shall be binding and
     conclusive  upon you.  Nothing  contained in this agreement  shall obligate
     Open Door to make, sell, license,  or distribute Records  manufactured from
     the  Master  Recordings  recorded  hereunder  other  than  as  specifically
     provided  herein.  The  method,  manner and extent of  release,  packaging,
     promotion, advertising,  distribution and solicitation of Master Recordings
     and  Records  shall be  within  the sole  discretion  of Open  Door  unless
     otherwise herein specifically provided. Open Door will however consult with
     Artist  regarding a  marketing  program.  Open Door may,  at its  election,
     assign this agreement in whole or in part.

14.3 All notices required to be given to Open Door shall be sent to Open Door at
     its address first mentioned herein,  and all royalties,  royalty statements
     and  payments  and any and all  notices to you shall be sent to you at your
     address  first  mentioned  herein,  or such  other  address  as each  party
     respectively may hereafter designate by notice in writing to the other. All
     notices  sent under this  agreement  shall be in  writing  and,  except for
     royalty  statements,  shall be sent by registered or certified mail, return
     receipt  requested,  and the day of  mailing  of any such  notice  shall be
     deemed the date of the giving thereof (except notices of change of address,
     the date of which shall be the date of receipt by the receiving party). All
     notices to Open Door shall be served upon Open Door to the attention of its
     President.  A copy of all  notices to Open Door shall be sent to the office
     address as first written above.

14.4 You shall not be  entitled  to  recover  damages by reason of any breach of
     Open  Door of its  material  obligations  hereunder,  unless  Open Door has
     failed to remedy such  breach  subject to the terms and  conditions  as set
     forth in Item13.02(a), following receipt of your notice thereof.

14.5 You shall agree to, at the  discretion of Open Door, to  participate in and
     attend any sessions, lessons, seminars, appointments or other meetings with
     vocal and  instrumental  coaches or teachers,  image  consultants,  staging
     experts,   lighting   professionals   and  any  other  third  party  artist
     developers.  Said expenditure to be deemed recoupable  advances and subject
     to the terms and conditions set forth in this Agreement.

14.6 This  agreement  is entered  into in the State of Rhode Island and shall be
     construed  in  accordance  with  the  laws of Rhode  Island  applicable  to
     contracts  to be wholly  performed  therein.  The  parties  agree  that any
     controversy   arising  hereunder  shall  be  adjudicate  solely  under  the
     jurisdiction  of a competent  court  within the county of  Providence.  Any
     process in any action or proceeding commenced in any such court arising out
     of this agreement may, among other methods, be served upon you or any other
     Person who approves,  ratifies, or assents to this agreement to induce Open
     Door to enter into it, by delivering the processor mailing it to you or the
     other Person  concerned in the manner  prescribed in paragraph  14.03.  Any
     such  delivery or mail  service  shall be deemed to have the same force and
     effect as personal service within the State of Rhode Island.

14.7 The invalidity or unenforceability of any provision hereof shall not affect
     the validity or enforceability of any other provision hereof.  This writing
     sets forth the entire understanding between the parties with respect to the
     subject matter hereof, and no modification,  amendment, waiver, termination
     or discharge of this agreement  shall be binding upon you unless  confirmed
     by written  instrument  signed by you,  nor shall same be binding upon Open
     Door unless confirmed by written instrument signed by the President of Open
     Door.

15. GROUP artist

15.1 You warrant,  represent and agree that, for so long as this agreement shall
     be in effect, Artist will perform together as a group for Open Door. 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 Open Door 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.)  Open Door shall  have the right,  to be
     exercised within six (6) months following its receipt of your notice:

     (a) To terminate this agreement with respect to any member (failure to send
     such notice being deemed Open Door's exercise of its right to terminate);

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

     (c) To terminate this  agreement  with respect to the remaining  members of
     the  group  Artist  whether  or not Open  Door has  exercised  its right to
     continue with the services of a leaving member (failure to send such notice
     shall be deemed Open Door's  decision not to so  terminate  with respect to
     the remaining member(s) of the group); and/or

     (d) To treat all members of Artist as leaving  members,  and have the right
     to  exercise  its  rights  with  respect  to each in  accordance  with this
     paragraph 15 (failure to send such notice being deemed Open Door's decision
     not to so treat the remaining members of the Artist as leaving members).

     (e) To approve,  not to be  unreasonably  withheld,  the appointment of the
     replacement  member of the Group and to, at Open Door's  discretion,  enter
     into and negotiate in good faith a recording agreement,  comparable to this
     Agreement, with the new member.

15.2 A  leaving  member,  whether  or not his or her  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 10.4of this agreement has not expired.

15.3 A  leaving  member  shall  not,  without  Open  Door's  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 Artist
     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
     Open Door 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
     and shall execute a letter in the form attached  hereto as Exhibit "A" as a
     condition precedent to being so added.

15.4 In addition to the rights provided in the preceding  paragraphs,  Open Door
     shall have,  and you hereby grant to Open Door, 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 Open Door
     giving  you  notice in  writing  within  three (3)  months  after Open Door
     receives the notice  provided for in paragraph 15.1 above.  In the event of
     Open Door's  exercise of such option,  then such leaving member and you (if
     the term  "you" as used in this  agreement  refers to  Artist's  furnishing
     company  instead of Artist  itself) shall be deemed to have entered into an
     agreement  with Open  Door  with  respect  to such  individual's  exclusive
     recording  services  upon all the terms and  conditions  of this  agreement
     except that:  (a) the Minimum  Recording  Obligation in the Initial  Period
     shall be for sufficient  Sides and a reference disc to constitute  four (4)
     Sides and the right to overcall  such number of master  Recordings as shall
     constitute up to two (2) Albums with six (6) additional  options granted to
     Open Door to  extend  the term of such  agreement  for  consecutive  option
     periods for one (1) Album each,  which  options  shall be exercised  within
     nine (9)  months  after  delivery  to Open  Door of the  Minimum  Recording
     Obligation for the Initial Period of such leaving member's  agreement;  (b)
     the provisions  contained in paragraph  6.01(b) shall not be applicable but
     Open  Door  shall  pay all  Recording  Costs for  Master  Recordings  to be
     recorded by such individual up to the amount of the budget approved by Open
     Door therefor;  (c) Open Door's royalty obligation in respect of Recordings
     by such  individual  shall be the payment of the royalties  computed as set
     forth in this  agreement  but at only  three  quarters  (3/4) the rates set
     forth  herein;  (d) Open Door shall be  entitled  to combine  such  leaving
     member's account with the Artist account  hereunder;  and (e) Recordings by
     such  individual  shall  not be  applied  in  diminution  of  your  Minimum
     Recording Obligation as set forth in this agreement.

15.5 Changes  in the  individuals  comprising  Artist  shall  be made by  mutual
     agreement between you and Open Door.  Neither you nor Artist shall 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 said
     professional  name. Open Door shall have the right to use said professional
     name in accordance with the provisions hereof.

15.5 In the event that any member of group becomes  incapacitated due to the use
     of drugs or  excessive  amounts of  alcohol,  is unable to perform  for any
     reason,  commits any illegal act of, but not limited to, fraud,  larceny or
     theft or  compromises  the position of Open Door as a  corporation  in good
     standing,  both Open Door and Artist must agree,  mutually to dismiss  said
     member.  In addition,  the Term of this  Agreement  will be extended for an
     amount of time equal to time it takes to replace said leaving member and to
     restore the performance and professional function of the Group.

15.6 This agreement  shall be considered as the joint  obligation of each member
     of Artist and as the  individual  agreement of each with the same force and
     effect  as if each had  entered  into  separate  agreements  with Open Door
     embodying  all  the  terms  and  conditions  hereof,  and  the  rights  and
     obligations of Artist shall be joint and several as among such members.

15.7 Artist  agrees  to  be  solely   responsible  for  the  actual   clearance,
     registration  and trademark of its name, "No Soap Radio" in addition to any
     costs incurred in the completion of the registration and trademark process.
     Upon completion of the legal  proceeding  procuring all rights to this name
     and/or any logo,  Artist will present fully executed  document to Open Door
     for its files.

16. EXERCISE OF OPTION

16.1 Whenever  Open Door  exercises  an option  as set forth in  paragraph  2.02
     hereof,  the Option  Period will  commence  at the end of the then  current
     period and end nine (9) months after delivery of the last Master Recordings
     constituting  the Recording  Obligation for the  applicable  Option Period.
     Open Door's election to exercise said option whenever  required  (including
     without  limitation,  written  agreement,  approval or  consent),  shall be
     deemed to have been given unless Open Door notifies Artist otherwise within
     ten (10) business days before the expiration of the then current Period. If
     Open Door exercises  said option,  the Option Period will commence upon the
     end of the then  current  Period (or if Open Door so  advises,  such period
     will begin on the date of such exercise notice.

                                                     Very truly yours,
                                                     Open Door Records, Inc.


                                                     By:  /s/
                                                         -----------------------
                                                              Mr. David DeBaene

AGREED TO AND ACCEPTED:

  /s/
---------------------
Christopher O'Hara               DATE OF BIRTH:

SOCIAL SECURITY NUMBER:

  /s/
---------------------
Daniel Roselle                   DATE OF BIRTH:

SOCIAL SECURITY NUMBER:

  /s/
---------------------
James Farrell                    DATE OF BIRTH:

SOCIAL SECURITY NUMBER:

  /s/
---------------------
Walter Lockhart                  DATE OF BIRTH:

SOCIAL SECURITY NUMBER:


NOTARIZED BY: