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com

Bert Songprasit, CEO FREELAND X, LLC July 27, 2009 PRODUCER'S LETTER OF AGREEMENT Dear _____________________, This letter shall serve as our agreement in respect to ___________________________________ (hereinafter referred to as the "Producer") services in producing Master Recordings (hereinafter referred to as the "Masters) for FREELAND X on behalf of the recording artistes(s) professionally known as ____________________________________ (hereinafter referred to as the "Artist"). 1. Term. The term of this agreement shall commence as of the date hereof and shall continue until the completion of Producer's services. 2. Production. (a) Producer shall deliver to Artist, by and through FREELAND X, the Master of the track(s) selected by FREELAND X and referred to as, and or known as _______________________, by Producer; (b) Producer shall prepare and deliver to Artist a digital file (mp3 or m4a) either recorded onto a CD or sent electronically and the data files (Protools, Cubase, Logic, etc. session files as designated by FRREELAND X) recorded on a DVD(s) or sent electronically, suitable for duplication and manufacture for each Master by the agreed to date (see 2a); lead sheet and/or score sheet with room for observations and notes to be added by Artist; (c) Artist will have at least five (5) days allowed for review of Master and all lead and score sheets, if applicable. Artist may request any revisions to Master - including re-mixing or deleting tracks, instruments, and/or effects. These changes shall be made by Producer as part of the Agreement at no additional cost, and will fall within the agreed timeline of completion of Master. (d) Final Master will be delivered electronically to Artist as a digital file (mp3 or m4a),

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on CD as hard copy, and the data files (Protoos, Cubase, Logic, etc. session files as designated by FRREELAND X) recorded on a DVD(s) or sent electronically, suitable for duplication and manufacture for each Master by the agreed to date (see 2a); lead sheet and/or score sheet with room for observations and notes to be added by Artist; and maintained at a recording studio or any other location designated by FREELAND X, in FREELAND X's name and subject to the control of FREELAND X. 3. Masters. All Masters produced hereunder, from the inception of the recording thereof, and all recordings and other reproductions made therefrom, together with the performances embodied therein and all copyrights therein and thereto, and all renewals and extensions thereof, shall be entirely the property of FREELAND X, free of any claims whatsoever by Producer or any other person or persons engaged in the production of the Masters. (It being understood that for copyright purposes Producer and all persons rendering services in connection with such Masters shall be Contractors for hire). 4. Copyright. Producer acknowledges that, as between Producer and DA FAM, DA FAM is the sole, exclusive and perpetual owner of all of the Masters from inception of recording, which ownership entitles DA FAM, among other things to: (a) The exclusive and perpetual ownership of all Masters (and any and all duplicates, derivatives thereof including, without limitation, any and all incomplete Master, any and all outtakes, etc.) and Records manufactured therefrom and the unlimited right to use and control the same and the performances embodied thereon. DA FAMs ownership and rights with respect to the Masters shall extend to all tapes, mothers, stampers, derivatives, and other physical and all digital mediums, devices, etc. embodying performances of Artist made at recording sessions pursuant to the terms of this agreement, if applicable. (b) The exclusive ownership of all rights of copyright in Records embodying the results and proceeds of Producer's services, including the exclusive right to copyright the "sound recordings" in the name of DA FAM, to renew and extend such copyrights (it being agreed that for this purpose you are deemed DA FAMs employee for hire and the sound recordings "works for hire" as defined by the United States Copyright Laws), and to exercise all rights of the copyright proprietor there under. You agree that to the extent, if any, that you may be and will be deemed as an "author" of "sound recordings" manufactured from Masters, you grant to DA FAM a power of attorney, irrevocable and coupled with an interest, for you and in your name to apply for and obtain, and on 2|Page

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obtaining same to assign to DA FAM, all copyrights and renewal copyrights in and to such "sound recordings". (c) The exclusive and perpetual right throughout the world to manufacture, advertise, publicize, sell, lease, license, or otherwise use or dispose of and exploit Records and/or derivatives manufactured from or embodying all or any part of the contents of the Masters, and to permit others to do so, in any and all fields of use throughout the world upon such terms and conditions as DA FAM may approve, or in its sole discretion to refrain therefrom. (d) The nonexclusive and perpetual right to use, publish and permit others to use and publish your name (including any professional names heretofore or hereafter adopted by you), likeness, voice and sound effects, and biographical material, or any reproduction or simulation thereof in connection with the sale, advertising, distribution and exploitation, production and manufacture of Records and for any other purpose related to the business of DA FAM, or to refrain therefrom. (e) The right to release Records and/or derivatives manufactured from the Masters under the name of "DA FAM" or such other trade name or mark as DA FAM may from time to time elect. (f) The right to manufacture sell and exploit Records manufactured from the Masters and other masters not produced by you. (g) The right to perform the Records and/or derivatives made from the Masters publicly and to permit the public performance thereof in any medium and by any means whatsoever, whether now or hereafter known, including but not limited to motion pictures and television. (h) The right to assign this agreement and to license and otherwise transfer any of DA FAM's rights, powers, privileges and property under this agreement. 5. Compensation. (a) Conditioned upon Producer's full and faithful performance of all the terms and provisions hereof, Producer has agreed and DA FAM shall pay Producer an nominal fee of $0.00 and No Cents ($0.00 USD) for each Masters. (b) Notwithstanding anything contained in (a) above to the contrary: 3|Page

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(i) in the event the Masters are released on any label other than DA FAM, or its subsidiary or affiliate label or labels, Producer shall not receive a royalty in connection with the sale of such records; in the event the Masters are released on a label owned wholly or in part by DA FAM as label or a subsidiary or affiliate label, Producer shall be paid in respect to the sale of such recordings a royalty rate of three percent (3%) of the suggested retail price (or the wholesale equivalent thereof) of each recording sold and paid for in the United States (USNRC Net Sales). (a) For single sales, physical and digital respectfully, the sum of 13 tracks shall be calculated as 1 (one) album at suggested retail price (or the wholesale equivalent thereof). (ii) All royalties payable to you hereunder shall be computed, determined, calculated, reduced and paid (but not escalated) in the same manner (e.g., container charges, free goods, suggested retail list price, reserves, etc.) as royalties payable by Company to the applicable Artist are computed, determined, calculated, reduced and paid pursuant to Company's agreement with the Artist (each, an "Artist Agreement"). Company shall furnish you with a redacted copy of the relevant provisions of each Artist Agreement; provided, that Company' inadvertent failure to do so shall not be deemed a breach hereof. (iii) Notwithstanding anything to the contrary contained in this Agreement, no royalties shall be payable to you with respect to a Company Master unless and until all recording costs in connection with the album (the "Album") embodying such Company Master have been recouped from the "net" royalties payable to the Artist (i.e., the royalty payable to the Artist less any royalties payable to you or to any other individual producer of master recordings embodied on the Album or to any other third parties). Following such recoupment, royalties shall be payable to you retroactive to the first record sold subject to the recoupment of any advances paid to you hereunder. (iv) Payment(s) of royalties from foreign sources shall be ONE HALF of the United States royalty rate. (v) All fees paid to Producer hereunder shall not constitute recoupable advances which shall not be recouped prior to further payment of royalties. 6. Accounting. (a) Accountings as to royalties accruing or which otherwise would have accrued hereunder shall be made by Company to you on or before October 31st for the period ending the preceding June 30th, and on or before April 30th for the period ending the preceding December 31st, or such 4|Page

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other accounting periods as Company may in general adopt, but in no case less frequently than semi-annually, together with (i) redacted copies of the applicable statements rendered to Company and (ii) payment of royalties received by Company, if any, earned by you and received by Company in the United States during such preceding half-year, less Advances or other recoupable and/or deductible amounts under this Agreement. With respect to Company Masters, Company shall have the right to hold reasonable reserves in respect of sales hereunder; provided that Company shall not withhold reserves in excess of that withheld pursuant to the applicable Artist Agreement or Third Party Agreement. In computing the number of Records sold, only Records for which Company has been paid shall be deemed sold. Company shall have the absolute right in accounting to you to rely upon the statements received by Company from its distributors and licensees and Third Parties and Company shall not be responsible in any manner for any error, omission or other inaccuracy of any such statement. (b) All royalty statements and all other accountings rendered by Company 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 Company within eighteen (18) months following the date such statement or accounting is rendered. You shall be foreclosed from maintaining any action, claim or proceeding against Company in any forum or tribunal with respect to any statement or accounting due hereunder unless such action, claim or proceeding is commenced against Company in a court of competent jurisdiction within eighteen (18) months after the date such statement or accounting is rendered. (c) Company shall keep books and records of all transactions that relate to or affect this Agreement. At any time within twelve (12) months after an accounting statement is rendered to you, you shall have the right to inspect Company's books and records in connection with such statement, but not more frequently than once with respect to each such statement and only once per any calendar year. Such inspection may be made only upon your giving Company written notice at least thirty (30) days prior to making such inspections and may be conducted only during Company's normal business hours. Nothing contained in this agreement shall entitle you to conduct any inspection, examination or audit of any distributor's, licensee's or Third Partys books and/or records. (d) In the event Company elects to audit the books and records of any Third Party to whom Company has furnished your Production Services, the net recovery (i.e., the gross recovery less the costs of such audit) which results from any such audit shall be considered Third Party Income.

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7. Assistance. Producer understands that DA FAM may be presenting the Masters to record labels and publishing companies, and that Producer will not be a representative of DA FAM. Producer further understands that Producer may also present the Masters to major labels and that Producer will not be the exclusive representative of DA FAM. Therefore, Producer agrees to notify DA FAM or its designated representative prior to making any formal contact with representatives of any major record company on its behalf in order to coordinate respective efforts and agrees to contact on DA FAM's behalf only those companies mutually agreed upon. In the event Producer enters into a record production agreement with a major label for the Masters recorded hereunder and the further services of Artist as a result of substantial efforts and negotiations by Producer with such company within the period of ONE YEAR following the completion of the Masters DA FAM agrees to pay Producer a commission of five percent (5%) of the actual cash advances (exclusive of recording budgets) received by DA FAM upon execution of said agreement. A major record company as defined herein shall be a company or corporation with gross sales of one million (1,000,000) units in the calendar year 2009. 8. Warranties and Indemnification. Producer hereby warrants, represents, and agrees that he is under no disability, restriction, or other encumbrance with respect to his right to execute and perform the services described in this Agreement. Producer further agrees that the work being provided for the purpose of providing DA FAM with master recording(s) is solely the work of Producer and Producer agrees to indemnify and hold harmless Client for any legal actions commenced as a result of Producer's work related to all matters including but not limited to, copyright and trademark infringements. 9. Transferral. DA FAM shall have the right, at its election, to designate other producers for recording sessions with the Artist, in which event Producer shall have no rights hereunder with respect to the Masters produced at such other recording sessions. 10. Assignment. DA FAM shall have the right, at its election, to assign any of its rights hereunder, in whole or part, to any subsidiary, affiliated, or related company, or to any person, firm or corporation acquiring rights in the Masters produced hereunder. 11. Co-Publishing. (a) (i) You hereby irrevocably and absolutely assign, convey and set over to Companys publishing designee (Publisher) an undivided thirty percent (30%) interest in the worldwide copyright (and all renewals and extensions thereof) and all other rights in and to each Controlled 6|Page

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Composition written and/or composed and/or acquired, in whole or in part, during the Term and/or embodied in a Master. Promptly following Company's request, You shall enter into an exclusive songwriter agreement with us, in our standard form, limited to the Master(s) in this Producers Letter of Agreement. (ii) Publisher shall be the exclusive administrator of all rights in and to each Controlled Composition, and shall be entitled to exercise any and all rights with respect to the control, exploitation and administration of each Controlled Composition, including without limitation, the sole right to grant licenses, collect all income and to use the name, likeness and biographical material of each composer, lyricist and songwriter hereunder in connection with each Controlled Composition for the full term of copyright (including all renewals and extensions thereof) in and to each Controlled Composition to compromise and otherwise dispose of claims concerning Controlled Composition, including, without limitation, claims by owners of Proprietary Material, including, without limitation the assignment of any portion of Controlled Composition and/or any income therefrom to such owners. (iii) You represent and warrant that each Controlled Composition is original and does not infringe upon or violate the rights of any other person and that You have the full and unencumbered right, power and authority to grant all of the rights herein granted to Publisher. (b) From all royalties (and advances specifically attributable to the Controlled Compositions) earned and received by Publisher in the United States of America from the exploitation throughout the world of the Controlled Compositions subject to the provisions of paragraph 19 hereof (the "Gross Receipts"), Publisher shall: (i) deduct and retain all (A) collection costs (including sub-publishing fees) and (B) bona fide, out-of-pocket costs paid or incurred by Publisher in connection with the exploitation, administration and protection of the Controlled Compositions; (ii) deduct and pay royalties payable to the writers of the Controlled Compositions which royalties (A) shall be calculated and payable solely upon royalties earned and received by Publisher in the United States and (B) You warrant and represent shall not exceed fifty (50%) percent of the Gross Receipts after deduction of the amounts set forth in this subparagraph 19 (b) and above (and which shall not include any portion of Publisher's share of public performance income);

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(iii) pay to You an amount equal to seventy (70%) percent of the balance remaining after deducting the aggregate sums set forth in this paragraph 19, and the remaining thirty (30%) percent thereof shall be retained by Publisher for its sole use and benefit.

(c) Accountings for the royalties referred to in this paragraph 19 shall be rendered accompanied by appropriate payouts in accordance with the provisions of paragraph 7 hereof. (d) Any assignment made of the ownership or copyright in, or right to license the use of, Controlled Compositions shall be made subject to the provisions of this agreement. The provisions of this paragraph 19 (d) are accepted by you on your own behalf and on behalf of any other owner of Controlled Compositions subject to the provisions of paragraph 19 (b) hereof or any rights therein. (e) If applicable, You shall promptly provide Publisher with a copy of your songwriter agreement with the writer of each Controlled Composition, and you shall provide Publisher with copies of such agreements with respect to Controlled Compositions not yet created promptly after their creation. (f) You shall execute and deliver to Publisher any documents (including, without limitation, assignments of copyright) which Publisher may require to vest in Publisher the copyright and other rights herein granted to Publisher in respect to each Controlled Composition subject to the provisions of this paragraph 19 or any rights therein. If you shall fail to execute such document within ten (10) days after publisher requests that you do so, you hereby irrevocably grant to Company a power of attorney to execute such document in your name and on your behalf. 12. This Agreement. (a) This contract sets forth the entire understanding of the parties hereto relating to the subject matter hereof. No amendment or modification of this contract shall be binding unless confirmed in writing by both parties. (b) No party shall be deemed to be in breach of any of its obligations hereunder unless and until the affected party has given the breaching party specific written notice of the nature of such breach and the breaching party has failed to cure such breach within thirty (30) days after receipt of such notice. (c) Nothing herein contained shall constitute a partnership or joint venture between DA FAM and Producer.

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(d) This contract has been constructed and entered into under the laws of contracts governing the State of New York, the place of Business for DA FAM, LLC, and its validity, construction, interpretation, and legal effect shall be governed by the laws of the aforementioned State. (e) This contract shall not become binding and effective until signed by Producer and countersigned by a duly authorized agent of DA FAM. If the foregoing correctly reflects your understanding and agreement with us, please indicate by signing below. 13. CONFIDENTIAL INFORMATION. You will not use for your own account or disclose to anyone else, during or after the Term, any propriety or confidential material or information relating to Company's business, operations or interests which You may obtain from Company, its employees or otherwise by virtue of your employment. You recognize and acknowledge that such proprietary and confidential information constitutes valuable, special and unique property of Company and its entities. In the event of a breach or threatened breach by You of this paragraph, Company shall be entitled to an injunction restraining You from disclosing any such information. The foregoing shall not prohibit Company from pursuing any other remedies available to it for such breach or threatened breach including without limitation, the recovering of damages. 14. Miscellaneous. This Agreement cannot be canceled, modified, amended or waived, in part or in full, in any way except by an instrument in writing signed by the party to be charged. No waiver by Company or you, whether express or implied, of any provision of this Agreement or any default hereunder shall affect Company's or your right to thereafter enforce such provision or to exercise any right or remedy in the event of any other default, whether or not similar. No breach of this Agreement by Company shall be deemed material unless Company shall be given written notice of such breach and Company shall fail to cure such breach within thirty (30) days after receipt of such notice. This agreement shall be construed under the laws of the State of New York applicable to agreements to be performed wholly therein, and both parties agree that upon any dispute under or relating to the terms of this Agreement, or the breach thereof, it is agreed that the matter shall be submitted for arbitration to the American Arbitration Association, in New York, New York in accordance with the then prevailing rules of that Association. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof before an arbitrator knowledgeable about the music industry. If in any arbitration or litigation under this Agreement, the prevailing party shall be entitled to recover from the other party any and all costs reasonably incurred by the prevailing party in such arbitration or litigation, including without limitation, reasonable attorneys' fees.

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INDPENDENT LEGAL COUNCEL: PRODUCER HAS BEEN ADVISED TO OBTAIN INDEPENDENT LEGAL COUNSEL PRIOR TO EXECUTING THIS AGREEMENT AND HAS EITHER DONE SO OR HAS KNOWINGLY OPTED TO FOREGO OBTAINING SUCH INDEPENDENT LEGAL ADVICE.

Sincerely,

_______________________________ PRODUCER (Print Full Legal Name)

_______________________________ PRODUCER (Signature) Date _______________________________ Social Security No.

______________________

_______________________________ Performance Rights Organization (ASCAP, BMI, SESAC, etc.)

Agreed and Accepted:

_______________________________ On behalf of FREELAND X

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