1. Music Production Agreement Rachel Lerner Sports and Entertainment Law August 2008

2. Scenario Toyco wants producer to compose and produce a musical score for ten (10) five (5) minute webisodes for an animated series in connection with a Toyco character property. The webisode will be played on Toyco’s company website.

3. Particular Issues Structure; buy-out; royalty share? Structure; buy-out; royalty share? Musical Composition ©license Musical Composition ©license Sound recording ©license Sound recording ©license Additional artists (rights) Additional artists (rights) Use (commercial broadcast/CD) Use (commercial broadcast/CD) Management/Schedules/Budgets Management/Schedules/Budgets Internal communication of rights Internal communication of rights

4. Music Production Agreement Production of original musical score and master recording Production of original musical score and master recording Toyco Ownership Toyco Ownership -©music composition -©master recording -all third party contributions

5. Toyco Property Toyco’s trademarks, patents, copyrights, proprietary rights, line of toys and properties, games, publications, compact discs, videocassettes, video discs, computer media, downloads, streams, technology, promotional materials, entertainment products and/or other consumer merchandise owned by, or licensed to, Toyco now in existence or hereafter created

6. Music The original musical compositions and sound recording created by Producer for the webisode series, including, all master recordings related thereto. Need Licenses to Use ©musical composition ©sound recording (master recording)

7. PRODUCER OBLIGATIONS Create, arrange, adapt, sequence and record Music for a webisode based upon Toyco Property Create, arrange, adapt, sequence and record Music for a webisode based upon Toyco Property Perform Production Services Perform Production Services -Hire musicians, singers etc. -Rights agreements with all participants -Clear third party rights (samples)

8. Music Producer 3 rd Party Contracts Production (staff/crew) Production (staff/crew) Talent (performers) Talent (performers) Music (writers/lyricists) Music (writers/lyricists) Rights Clearances (3 rd party materials) Rights Clearances (3 rd party materials)

9. Toyco’s Ownership Rights Work for Hire Producer and each of its employees and/or third party contributors, who perform Services acknowledge and agree that the Music is specially ordered and commissioned and is considered “works made for hire” under 17 U.S.C. § 101 of the U.S. Copyright Act. Assignment To the extent that title to Music may not, by operation of law, vest in Toyco or be considered to be works made for hire, all right, title and interest therein is irrevocably assigned to Toyco throughout the universe in perpetuity. Use Producer acknowledges that Toyco has the exclusive right to freely license and authorize others to exercise all or any of Toyco’s rights in the Music in any medium now known or hereafter devised, throughout the universe, in perpetuity.

10. Moral Rights Producer waives any so-called “moral rights,” “neighboring rights” or similar rights which may now or hereafter be recognized, including without limitation, any right: (i) to approve any revisions, deletions, abridgments or other changes in the Music; or (ii) to withdraw the Music from distribution. Producer acknowledges that Toyco may incorporate or synchronize all or any portion of the Music, including, without limitation, any remix or rearrangement, in any medium now known or hereafter devised.

11. Producer Indemnification Toyco, its Affiliates and their successors, licensees, assigns, officers, agents, employees, directors, representatives and shareholders, and any company and/or individual involved in the exploitation of the Music, in addition to any wholesalers and/or retailers involved in the commercial distribution of Toyco Materials and any commercial product and/or marketing materials in which the Music may be embodied, in traditional, electronic, Internet or any other medium created in the future from and against any and all claims, losses, liabilities, judgments, costs, expenses and damages (including, without limitation, attorneys’ fees and legal costs) arising out of or in connection with: (i) exploitation of the Music; (ii) Producer’s breach or alleged breach of any representation and warranty under this Agreement; and/or (iii) Producer’s breach of any applicable laws, rules and/or regulations.

12. Producer Representations and Warranties Performance in accordance with this Agreement the Schedule(s) and all applicable laws, rules and regulations; (ii) of a quality consistent with first class industry standards; and (iii) in accordance with Toyco’s approved budget, production schedule and approval process; Performance in accordance with this Agreement the Schedule(s) and all applicable laws, rules and regulations; (ii) of a quality consistent with first class industry standards; and (iii) in accordance with Toyco’s approved budget, production schedule and approval process; Original Music (i) is a new and original creation; (ii) is not in the public domain and is capable of copyright protection throughout the universe; (iii) does not infringe any third party proprietary right; (iv) is free and clear of all encumbrances, claims, liens, demands and/or any other interests of whatever nature; and (v) does not include any unlicensed samples; Original Music (i) is a new and original creation; (ii) is not in the public domain and is capable of copyright protection throughout the universe; (iii) does not infringe any third party proprietary right; (iv) is free and clear of all encumbrances, claims, liens, demands and/or any other interests of whatever nature; and (v) does not include any unlicensed samples; Creative Contributor. If Producer utilizes the services and/or incorporates the work of any third party as a “side” vocalist or musician, composer, sequencer, programmer such third party contribution is not in contravention of any other agreement and, in each and every case, Producer shall cause the third party to execute the Creative Contributor Agreement, and deliver all executed agreements to Toyco no later than the final delivery of the Music; Creative Contributor. If Producer utilizes the services and/or incorporates the work of any third party as a “side” vocalist or musician, composer, sequencer, programmer such third party contribution is not in contravention of any other agreement and, in each and every case, Producer shall cause the third party to execute the Creative Contributor Agreement, and deliver all executed agreements to Toyco no later than the final delivery of the Music; Warranty Not to Encumber Rights. Producer will not challenge, through the courts, administrative governmental bodies, private organizations, or in any other manner, the rights of Toyco to exploit the Music by any means whatsoever or encumber Toyco’s rights in therein. Warranty Not to Encumber Rights. Producer will not challenge, through the courts, administrative governmental bodies, private organizations, or in any other manner, the rights of Toyco to exploit the Music by any means whatsoever or encumber Toyco’s rights in therein.

13. Payment Production Fee Production Fee Buy Out Fee Buy Out Fee Royalties: in some cases mechanical and public performance royalties Royalties: in some cases mechanical and public performance royalties

14. Publishing Publisher’s Share of Publishing. Toyco is the sole and exclusive owner of one hundred (100%) percent of the publisher’s portion of the publisher’s share. Publisher’s Share of Publishing. Toyco is the sole and exclusive owner of one hundred (100%) percent of the publisher’s portion of the publisher’s share. Writer’s Share of Publishing. Producer retains one hundred (100%) percent of the writers portion of the writer’s share of the Music publishing. Writer’s Share of Publishing. Producer retains one hundred (100%) percent of the writers portion of the writer’s share of the Music publishing.

15. Public Performance Royalties Publisher (Toyco) 50% Writer 50% Commercial broadcasts of music on TV, radio, restaurants, hotels lobbies etc. Rates statutorily set paid by Performance Rights Organizations (ASCAP/BMI/SESAC)

16. Mechanical Royalties Toyco 50%Writer 50% Toyco 50%Writer 50% Paid on commercial sale of records/CD’s Paid on commercial sale of records/CD’s W-F-H so Toyco gets writers and publisher’s share W-F-H so Toyco gets writers and publisher’s share

17. License Fees Master Fee: one time payment to use master recording in webisode Master Fee: one time payment to use master recording in webisode Synchronization Fee: one time payment to synchronize music with webisode Synchronization Fee: one time payment to synchronize music with webisode Negotiated fees Negotiated fees

18. Buy Out Producer acknowledges and agrees that: (i) payment under this Agreement serves as a “buy- out” of all rights Producer has or may have, in and to the Music, throughout the universe in perpetuity; (ii) payment under this Agreement includes all equitable and other remuneration payable in relation to the future exploitation of the Music; and (iii) except for payments in accordance with publishing rights, Producer is not entitled to any other compensation.

19. Schedule I Services SERVICES SERVICES Producer will compose the Music and package the master recordings for the Series, including all costs incurred in recording and delivery of the master recordings. Producer is responsible for creative composition arrangements; music direction; rough demo production, programming music production, audio tracking, audio mix and preparation, project management and consultation with Toyco The following costs are not included in the Services: The following costs are not included in the Services: -Licensing of music not composed by Producer -Licensing of music not composed by Producer -Lyricist and/or vocalists related expenses -Lyricist and/or vocalists related expenses Delivery. Producer shall deliver the master recordings and detailed and accurate cue sheet information to be provided to the applicable public collection societies. Delivery. Producer shall deliver the master recordings and detailed and accurate cue sheet information to be provided to the applicable public collection societies. DELIVERY SCHEDULE/Format DELIVERY SCHEDULE/Format

20. Schedule II Approvals Review. Upon Producer’s completion of each Production Phase, Producer shall deliver each specified music deliverable (“Deliverable”) to Toyco, Toyco will provide notice of acceptance or rejection within five (5) business days after receipt of a Deliverable. Review. Upon Producer’s completion of each Production Phase, Producer shall deliver each specified music deliverable (“Deliverable”) to Toyco, Toyco will provide notice of acceptance or rejection within five (5) business days after receipt of a Deliverable. Final Acceptance. Toyco’s final acceptance of Deliverables is conditioned upon Producer performing the Services in accordance with the Agreement, Schedules and all Toyco’s specifications. Any final acceptance will be in writing signed by a Toyco authorized representative. Final Acceptance. Toyco’s final acceptance of Deliverables is conditioned upon Producer performing the Services in accordance with the Agreement, Schedules and all Toyco’s specifications. Any final acceptance will be in writing signed by a Toyco authorized representative.

21. Schedule III Payment Toyco agrees to pay Producer an “All-In” fee in the aggregate sum of _____________ (the “Fee”) as follows: Toyco agrees to pay Producer an “All-In” fee in the aggregate sum of _____________ (the “Fee”) as follows: Advance. $________________ upon execution of this Agreement Advance. $________________ upon execution of this Agreement Final Mix. $________________upon Toyco’s: (i) approval of the “final mix;” Final Mix. $________________upon Toyco’s: (i) approval of the “final mix;” The Fee includes the review, revision and approval cycle described in Schedule II. Producer will provide an estimate of additional fees for Change Requests made after Toyco’s final written approval of any Deliverable.

22. Schedule IV Credits SOUND TRACK CREDIT “MUSIC PRODUCED BY PRODUCER”; “MUSIC PRODUCED BY PRODUCER”; LIST OF THIRD PARTY CONTRIBUTORS Name of PersonNature of Contribution Name of PersonNature of Contribution SIDE CREATIVE CONTRIBUTOR AGREEMENT (attach)

23. Final Issues Toyco must understand what rights it acquired Toyco must understand what rights it acquired Toyco should communicate rights internally Toyco should communicate rights internally

24. That’s all folks Thank You!