STANDARD TERMS AND CONDITIONS OF SALE

A: Authorization of work: Repmedia willPerform work or provide services with respect to any related master material("Duplication Material"), related packaging material ("Package Material") and/orfilms, screens or other related labeling material ("Labeling Material"), onlyupon receipt at its offices of a purchase order or written authorizationRelating to such work or services signed by the Owner of such DuplicationMaterial or his duly authorized representatives. Repmedia reserves the right toProduce and bill for production overruns up to ten percent over the Customer'sOrder for Product. Repmedia will consider all The Customer orders complete forShipments of ninety (90) percent or more of total quantity ordered.B: License of Master Recordings and Materials: The Customer hereby grants toRepmedia and Repmedia hereby accepts from The Customer, a non-exclusive license to manufacture the product from the Master Recording(s) identified on this orderAnd to use any related photographs, biographical material, label data, or albumCover artwork, or any other materials provided to Repmedia hereunder by theCustomer, for that purpose.C: Pricing and shipping terms: Prices are FOB our plant and are subject toChange without notice. Shipment is by regular ground service unless otherwiseSpecified by The Customer. Repmedia is not responsible for loss or damage once anyProduct has left the manufacturing plant or our premises.D: Terms of payment: All amounts are due according to the payment terms stated,Which may include the provision of a Letter of Credit in form and substanceSatisfactory to Repmedia. Repmedia reserves the right, among other remedies, either to terminate this Agreement or to suspend further deliveries upon failure of The Customer to make any payment as herein provided. Should any amount remainOutstanding after its due date, interest shall run on said amount from theInitial billing date at the rate of one and one-half percent per month (18%Annum) and shall accrue daily. Notwithstanding the foregoing, Repmedia may, at its sole discretion, require part or full payment in advance for any work or Services to be performed, or may require such security or guarantee of payments As it may in its discretion see fit. In addition to the foregoing, The CustomerShall pay any or all costs, fees, charges or expenses of every nature (expresslyIncluding reasonable legal fees) incurred by Repmedia in recovering any amounts Owed to it by The Customer. In addition to the purchase price, The CustomerShall pay Repmedia the amount of all governmental taxes, excises and/or otherCharges (except taxes on or measured by net income) that Repmedia may be required to pay with respect to the production, sale and transportation of any Duplication Material, Packaging Material, Labeling Material or Product deliveredHereunder, except where the law otherwise provides.E: Repmedia’s warranty of product: The following warranty is the sole warrantyGiven by Repmedia to The Customer in respect of the work or services to bePerformed or provided by Repmedia and excludes the application of any otherWarranty or guarantee of any nature whatsoever, whether legal, conventional orCustomary. Repmedia warrants that material produced and delivered by Repmedia Hereunder meets Repmedia's standard specifications for the material or such other specifications as have been expressly made a part of this Agreement and that such material is adequately contained, packaged and labeled. If any compact disc or other material produced by Repmedia (" Product") from or through the use of Duplication Material, Packaging Material or Labeling Material is found to be Defective in quality, or is shipped or labeled in error, Repmedia will replace or repair such defective Product and/or correct such error in shipment or labeling at its own expense, on the condition that: a) written notice of such defect or error is received by Repmedia at its office within ten days after its arrival at destination; and b) the defect or error did not result from a defect or error in the Duplication Material, Packaging Material and/or Labeling Material suppliedBy or on behalf of The Customer. If said notice is not received by Repmedia within the delay indicated above, Repmedia will be deemed to be released from any and all liability. The Customer shall return any defective Product to Repmedia should Repmedia so request. Repmedia’s liability for breach of warranty hereunder is limited solely to the replacement or the repairs, as the case may be, of defective Product that shall be returned to Repmedia’s office or to any licensed dealer of Repmedia for such purpose as required. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES (WHETHER WRITTEN, ORAL, ORIMPLIED) INCLUDING WARRANTY OF MERCHANTABILITY IN OTHER RESPECTS THAN EXPRESSLYSET FORTH ABOVE AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.G: Delivery Times: Unless otherwise stated on this order, and agreed upon inWriting, delivery times are estimates.H: All duplication material, packaging material and labeling material:REPMEDIA will return all Duplication Material, Packaging Material and Labeling MaterialI: Termination: Customer orders for products not yet manufactured by RepmediaMaybe terminated by either party upon 30 days written notice. The Customer willBe responsible for all costs incurred by The Company related toPre-manufacturing or manufacturing of any product, prior to receipt of notice ofTermination. After such termination, The Customers' original materials and anyCompleted product may be delivered to The Customer only after all sums owing toRepmedia have been paid in full by cash or certified check.J: Limitation of liability: Any or all work performed by Repmedia for the benefit of The Customer is performed at the sole risk of The Customer. Except asExpressly set forth above, Repmedia does not in any way warrant or guarantee andIs in no way responsible for the quality of service provided by Repmedia, theResults of any work or services provided by Repmedia or any delays in providingSuch services or any damages or loss of any kind (including loss, destruction,Or partial or full deterioration of Duplication Material, Packaging Material orLabeling Material) due to any cause whatsoever, including, without limiting theGenerality of the foregoing damages due to: the method of work employed byRepmedia; the quality of services provided by Repmedia; negligence or error by Repmedia or by any of its employees; faulty maintenance, defective machinery orFaulty equipment, notwithstanding the fact that Repmedia is or should be aware of any of the foregoing; and fire, theft, vandalism or any fortuitous event orForce majeure or other event outside the control of Repmedia. Moreover, Repmedia is not responsible for any loss of revenue or profit or other financial damages of any kind whatsoever, whether direct or indirect, suffered by The Customer forany reason referred to above. The Customer shall indemnify and hold Repmediaharmless from and against any damage, loss, liability or expense claimed by aThird parties arising from any cause whatsoever, including negligence on the part Of Repmedia. Repmedia shall not be liable under any circumstance for consequential or incidental damages or lost profits.K: Representations and warranties of customer: The Customer represents andWarrants, throughout any period of time in which services of Repmedia areRequired, that it is the sole owner of any Duplication Material, PackagingMaterial or Labeling Material remitted to Repmedia or that it has the right andAuthority to reproduce said Duplication Material, Packaging Material or LabelingMaterial. The Customer further represents and warrants that any work performedOn said Duplication Material, Packaging Material or Labeling Material by Repmedia will not constitute a breach of ownership rights or an infringement of any patent, trade or service mark or copyright of any third party, wherever located. The Customer shall remit to Repmedia written evidence of its rights in accordance with the requirements of all applicable law. The Customer shall indemnify and hold Repmedia harmless from and against any damage, loss, claim, liability or expense arising out of any breach of the above-stated representations and warranties.L: Security: As security for any and all amounts owing by The Customer toRepmedia, The Customer shall be deemed to have pledged to Repmedia all Duplication Material, Packaging Material, Labeling Material and Product ("Pledged Property"), whether or not said amounts are related to work or services performed with respect to the Pledged Property. In the event of default of payment in accordance with the terms of paragraph D: Repmedia shall be entitled to retain the Pledged Property until paid in full and shall be entitled to exercise its rights in the Pledged Property as a holder of a security interest under the Uniform Commercial Code or any other applicable law.M: Credit approval: Shipments, deliveries and performance of work shall at allTimes are subject to the approval of Repmedia's credit department. The Seller mayAt any time decline to make any shipment or delivery or perform any workExcept upon receipt of payment or upon terms and conditions satisfactory to suchDepartment.N: Force majeure: Neither party shall be liable for its failure to performHereunder due to any contingency beyond its reasonable control, including,Without limitation, delays by subcontractors or suppliers. The party whosePerformance is prevented by such contingency shall have the right to omit during The period of such contingency all or any portion of the quantity deliverable During such period, whereupon the total quantity deliverable under thisAgreement shall be reduced by the quantity so omitted. If, due to any suchOccurrence, Repmedia is unable to supply the total demands for any Product for any Product specified in this agreement, Repmedia shall have the right to allocate its available supply among its Customers in a fair and equitable manner. In no event shall Repmedia be obligated to purchase material from others in order to enable it to deliver Product to the Customer.O: Miscellaneous: These Standard Terms and Conditions of Sale and Orders mayNot be modified orally, no waiver, amendment or modification shall be binding or Effective unless in writing and signed by the part to be bound.JAN 1999.