Sample Business Contracts

Exclusive Distribution Agreement - Richard Wagner d/b/a Wagner Music Group and Open Door Distribution

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         This Exclusive Distribution Agreement  ("Agreement") is entered into as
of the 18th day of May,  1999 between  RICHARD  WAGNER doing  business as WAGNER
MUSIC GROUP, a Michigan  State  corporation  with its principal  location at 707
Federal,  Saginaw,  MI 48607  (hereinafter  referred to as "Artist,"  "Label" or
"Supplier")  and OPEN DOOR  DISTRIBUTION,  a Rhode Island  Corporation  with its
principal  place of business at 10 Dorrance  Street,  Providence,  Rhode Island,
002903 (hereinafter referred to as "Distributor").

         WHEREAS the  Supplier  is in the  business  of  recording,  developing,
marketing and supporting  certain  Products as defined below and the Distributor
wishes to  manufacture  and  distribute to the dealers and the  re-marketers  of
these Products and assures the Supplier that it has the  facilities,  personnel,
and technical  expertise necessary to do so. The Supplier is willing to grant to
the Distributor the exclusive right to manufacture and distribute these Products
to such  dealers and  re-marketers  as qualify  and as defined  below for resale
purposes.  In consideration of the mutual  promises,  covenants,  and agreements
made below, the parties, intending to be legally bound, agree as follows:

1. Definitions

         "End-User."  Any  person  or  entity  who  purchases  or  licenses  the

         "Information."  The technical or business  information,  either oral or
written,  that the Supplier or the Distributor  furnishes to the other marked as
proprietary or confidential  or simply treated as such by the disclosing  party.
It  includes  research,  development  or  business  activities,   including  any
unannounced  Products  and  services,  as well as any  information  relating  to
services,  developments,  services,  processes,  plans,  financial  information,
customer and Supplier lists,  forecasts and  projections.  Information will also
include the terms of this Agreement.

         "Intellectual  Property Rights." Any work of authorship,  regardless of
copyrightability,  including  copyrights and any moral rights recognized by law;
and (3) any other similar rights,  in each case on a national and  international

         "Products."  The audio,  digital or any other technical form, now known
or  later  developed,  of  the  musical,  theatrical  or  literary  performances
developed or owned by the Supplier that are  specifically  listed in Exhibit "A"
attached, along with enhancements,  revisions,  remixes or modifications made to
the Products by the Supplier.

2. Term.  This Agreement will begin on the date first written and will terminate
Twenty-Four  (24) months  following  the start date,  unless  sooner or later in
accordance  with the terms of this  Agreement.  Certain  sections,  as indicated
below,  will  survive  and  remain  effective  even  after  the  termination  or
expiration of this Agreement.  All other rights and obligations of each party to
the other will terminate upon the termination of this Agreement.

3. Exclusive  Distributor.  The Supplier  grants the  Distributor an irrevocable
exclusive  right and license to manufacture and distribute the Products alone or
with other  Products  and to affix its own label in addition to the  Supplier's.
Except as  provided,  the  Distributor  will have sole  control  over methods of
manufacturing,  distributing, marketing, pricing, labeling, advertising, and the
terms and conditions of any sale, unless otherwise provided for herein.

         3.1 Independent  Contractors.  The Supplier and the  Distributor  agree
that their relationship is not that of joint venturers, principals or agents, or
franchiser and franchisee. Both are independent contractors acting for their own
accounts,  and neither is authorized to make any commitment or  representations,
express or implied,  on the other's  behalf  unless  authorized  to do so by the
other in writing.

         3.2 Use of Trademarks and Trade Names.  No right,  title or interest in
or to any  trademarks,  trade names,  professional  names,  slogans,  labels and
designs  used by  either  the  Supplier  or the  Distributor,  nor the  goodwill
connected,  is conveyed by this Agreement.  The  Distributor  may, in connection
with the  manufacture,  distribution  and sale of the  Products  pursuant to the
terms of this  Agreement,  refer to the  Supplier's  applicable  trade  names or
trademarks  provided  that  all  such  references  are in  conformance  with the
Supplier's   requirements   regarding  such  use,  as  such   requirements   are
communicated to the Distributor in writing from time to time by the Supplier.

4.  Distribution  Rights.  In  recognition  of the  investment to be made by the
Distributor in connection with its  manufacture,  marketing and  distribution of
the Products, the parties agree to the following: The Supplier hereby grants the
Distributor  the exclusive right to manufacture for the first Twelve (12) months
("Manufacture  Period") of this  Agreement as needed and distribute the Products
in all countries in the world in which it is legal to  manufacture  and sell the
Products, subject to the limitations below and in Section 4.1.

         The Distributor  shall distribute the Products to any and all wholesale
and retail outlets,  key outlets,  direct mail, mail order,  audiophile or other
specialty stores, chains,  franchises, one stops, individual stores or any other
stores who normally and  traditionally  sell audio and video products  embodying
the  performances  of musical,  literary or  theatrical  talent.  These  outlets
include,  without  limitation,  any "Internet,"  "On-Line" or new  technological
sales  outlets  now  known  or to be  developed  in the  future.  The  exclusive
distribution rights granted to the Distributor pursuant to this Agreement expire
Twenty-Four  (24) months (the  "Primary  Contract  Period")  from the date first
written  above.  The Supplier  controls the exclusive  right to extend and renew
this  Agreement  by  exercising  options  ("Option  Periods") as defined in this
paragraph.  The length of each  consecutive  option shall be for a period of One
(1) year  commencing  upon the expiration of the Primary  Contract Period or the
then current Option Period. Each option will be deemed  automatically  exercised
by Supplier unless  Supplier  delivers notice to Distributor of its intention to
terminate.  Said notice to terminate  shall be delivered to Distributor no later
than Thirty (30) days prior to the expiration of the current  Primary  ?Contract
or Option  Period.  It shall be made in  writing  and mailed to  Distributor  by
Certified or Registered mail,  return receipt  requested,  in order to be deemed
delivered.   The  Supplier  will  not  sell  any  products  with  specifications
substantially comparable to those of the Products.

         Notwithstanding  anything  in the  foregoing  paragraph,  in the  event
Supplier wishes to exercise its option to terminate this Agreement at the end of
the  Primary  Contract  Period  or the  then  current  Option  Period,  and,  in
consideration  of the  fact  that  the  Distributor  shall  be  responsible  for
manufacturing, duplicating and packaging of the Products as needed for the first
Twelve (12) months  (Manufacture  Period) of this Agreement as set forth herein,
the then current Primary  Contract or Option Period shall be extended until such
time as Distributor has recouped any and all expenses, costs or other recoupable
amounts as incurred by the Distributor as a result of the sale of Products. Once
any and all expenses,  costs or other recoupable  amounts have been recovered by
Distributor,  the  Supplier  shall  have the  right to  exercise  its  option to
terminate this Agreement.

5.  Distributor's  Responsibilities.  The  Distributor  agrees to manufacture or
re-press  Product to maintain  inventory  levels as needed for the first  Twelve
(12) months of this  Agreement and to distribute  the Products to any authorized
dealers as defined  herein.  The  Distributor  will  maintain  an  inventory  of
Products and warehousing  facilities  sufficient to adequately serve the demands
of its dealers on a timely basis. The Supplier agrees to provide the Distributor
with the necessary Masters, complete artwork,  including label copy, liner notes
and credits in completed film form, as well as licenses, approvals, consents and
permissions  necessary to  manufacture,  duplicate and  distribute the Products.
Both the  Supplier  and  Distributor  agree  that at the end of the  Manufacture
Period  which is Twelve  (12)  months  from the date first  written  above,  all
Parties  agree to  negotiate  and  decide  in good  faith  whether  to extend or
terminate the Manufacture Period as described herein.

         5.1 Supplier's Responsibilities.  Supplier agrees to supply Distributor
with different  photographs and biographical material pertaining to the Products
as may be needed for promotion, merchandising, in-store display and advertising.
If any such  material  is  inaccurate,  misleading,  obscene or an  invasion  of
anyone's privacy, then Distributor shall have the right, but not the obligation,
to  correct,  edit,  delete or revise  such  information  and to  eliminate  any
inaccuracy, or misleading materials.  Distributor shall have the right to charge
the actual cost or expense of making such changes  against any sums due Supplier
under this Agreement.  Distributor agrees to consult with Supplier before making
any of the changes.  Distributor's  inadvertent failure to consult with Supplier
regarding the changes shall not be deemed a breach of this  Agreement.  Both the
Supplier and Distributor  agree that at the end of the Manufacture  Period which
is Twelve (12) months from the date first  written  above,  all Parties agree to
negotiate  and  decide  in  good  faith  whether  to  extend  or  terminate  the
Manufacture Period as described herein.

                  5.1.1 Live  Performances.  The  Supplier  does hereby agree to
perform  or to permit the public  performance  of the  Masters by means of radio
broadcast,  television  broadcast or any other  method now or  hereafter  known,
including new technologies.

         5.2 Promotion Efforts.  The Supplier will be solely responsible for all
promoting,  publicizing,   advertising,  marketing,  and  merchandising  efforts
necessary to generate airplay and the sale of the Products.  Excluding the terms
as set  forth  in  Sections  5.2 and 5.3,  the  Distributor  shall,  at its sole
discretion,  advertise,  publicize, market and promote the Products in the media
of its choice.  For each one hundred (100) compact  discs,  disc lp's singles or
tapes that Distributor ships to its dealers for which royalties shall be payable
hereunder,  Distributor shall have the right to ship its dealers, on a no-charge
basis or at a cost which is Fifty (50%) percent or less of Distributor's regular
wholesale price five (5) compact discs, ten (10) disc lp's, singles or tapes for
which royalties shall not be payable to Supplier.  No royalties shall be payable
for compact discs, lp discs, singles or tapes used for the purposes of publicity
or advertising, for records distributed to radio stations,  television stations,
motion  picture   companies,   publishers  or  others,   for  Products  used  on
transportation  facilities  or as in-store  play  samplers,  for records sold as
cutouts or overstock or for records sold as scrap.

         Notwithstanding  anything to the  contrary  hereinabove  set forth,  if
Distributor  changes its  overall  policy  with  respect to Products  shipped to
dealers on a no-charge  basis or at a cost which is Fifty (50%)  percent or less
of  Distributor's  regular  wholesale  price on which royalties are not payable,
then Distributor shall have the right to change the limitations  hereinabove set
forth in accordance with such new policy.

         5.3  Participation  by Distributor.  For Products  selling One Thousand
(1,000)  units and for each  increment  of One Thousand  units sold  thereafter,
Distributor  agrees  to hold  from  its  share  of  royalties  and to place in a
separate  Advertising  Escrow Account an amount equal to Fifty ($0.50) cents per
unit  sold.  Said  account  is to be used for the  purpose  of  advertising  and
promoting the Product.  This expense will be deemed a non-recoupable  advance to
the Supplier and is meant to promote,  expose and market the Products.  Further,
it is  agreed to by  Distributor  to  provide  Supplier  with a  minimum  of Ten
Thousand Dollars ($10,000) to be used by Supplier to promote,  advertise, market
and exploit its Product and Roster.  This amount is deemed a recoupable  advance
which will be payable to Supplier in quarterly and equal increments.

                  5.3.1  Participation  by Supplier.  For  Products  selling One
Thousand  (1,000)  units  and for each  increment  of One  Thousand  units  sold
thereafter,  Supplier authorizes Distributor to hold from its share of royalties
and to place in a separate  Advertising  Escrow Account an amount equal to Fifty
($0.50) cents per unit sold. Said escrowed amounts to be used for the purpose of
advertising and promoting the Product.

                  5.3.2  Use of  Advertising  Escrow  Account.  It is  the  sole
discretion of the Supplier to direct the Distributor,  in writing, as to whether
funds deposited in its Advertising Escrow Account are to be used for advertising
space or time solely for the promotion of its Products or as part of cooperative
advertising  buys in which  Supplier is promoted  along with other  Suppliers or
Artists of like or similar style,  image and audience appeal. If Supplier agrees
to participate in cooperative  advertising buys,  Distributor agrees to allocate
advertising space, type size, placement and all other aspects of the advertising
equally among the participant Suppliers.

         5.4 Supplier  Packaging.  The Distributor will distribute Products with
all packaging,  warranties,  and disclaimers designated by the Supplier and will
require all the Dealers to adhere to the terms applicable to such Products.

         5.5  Reports.  The  Distributor  will mail to  Supplier  no later  than
Fifteen (15) days after the end of each month during the term of this  Agreement
including any  extensions,  renewals or revisions and quarterly for  Twenty-four
(24) months after the expiration or termination of this Agreement,  a customized
report  showing the preceding  month's  current  inventory of each Product,  the
quantity of each Product shipped,  the number of returns or refunds on Products,
the  balance  of  Supplier's  Advertising  Escrow  Account  and  other  relevant
information for the prior month as requested by Supplier.

         5.6 Compliance with Laws. The Distributor will comply with all material
applicable  present  and  future  federal,  state,  county,  local,  and,  where
necessary, foreign laws, ordinances, and regulations relating to the sale of the

         5.7 Service  Support.  Subject to the  Distributor's  customer  service
policy  and in union with the  Supplier,  the  Distributor  will  provide  sales
support including, without limitation,  returns processing,  End-User inquiries,
field account maintenance and mutually-approved sales incentives, in the form of
"free goods," etc.

6.  Payment  Terms.  Distributor  will play to Supplier,  on a quarterly  basis,
Seventy-Five (75%) percent of the wholesale price as set forth in Exhibit "D" of
this Agreement after deducting all taxes and duties and Distributor's  customary
container  charges (i.e.  the container  charges which  Distributor  customarily
charges a majority  of the  suppliers  then under  exclusive  term  distribution
agreements  with  Distributor).  With  respect  to the  distribution  of Product
outside of the United States for which  Distributor  receives payment or credit,
Distributor shall calculate the applicable  container charge on the basis of the
retail  price  less all taxes and  duties  only if the  licensee  accounting  to
Distributor for the particular sales concerned has computed the container charge
applicable  to the  Distributor  on a basis  which is less all taxes and duties;
otherwise, Distributor shall calculate the applicable container charge hereunder
on the basis of the wholesale list price,  inclusive of taxes and duties. At the
present time,  Distributor's  customary container charges are as follows for the
following  Product:  Twelve  (12%)  percent of the retail list price for compact
discs,  disc  records  (other  than  seven-inch  singles  released in a standard
generic sleeve,  for which there is no packaging  deduction and other than those
listed below);  Ten (10%) percent of the retail list price for cassette tapes or
digital audio tapes (DATS).

         6.1  Packaging.  The  Supplier  will provide  appropriate  packaging as
requested by the Distributor to permit Products to be shipped  directly into the
Distributor's  system without  reopening the boxes or  re-handling  the finished

         The  Distributor  may request  that the Supplier  ship  directly to any
location designated by the Distributor. The Supplier agrees to comply with these
requests at no additional  charge (other than  transportation  charges) provided
that the Distributor  furnishes the Supplier with shipping instructions at least
Five (5) days prior to shipment.  The Supplier  agrees to supply art,  graphics,
film,  biographical  material,  press clippings or any other item to be used for
promotional or advertising  purposes by the Distributor.  The Distributor agrees
to provide  displays,  rock  dividers  or other forms of  "in-store"  display as
required  or by its  distribution  outlets.  The  Distributor's  costs  would be
recoupable expenses,  deductible from Supplier's royalties payable, itemized and
included on the Reports as defined in Section 5.4 herein.

         6.2 Warehousing.  The Distributor may request that the Supplier ship to
its own warehouse or to another warehouse owned by a third party. In this event,
the  Supplier's  shipment  will  constitute  delivery  to the  Distributor.  The
Supplier will procure insurance to cover damage or loss to these shipments while
in the warehouse  awaiting  final delivery to the customers as set forth in this
Agreement.  The  Supplier  will  arrange  for  final  shipment  to  the  dealers
designated at the Distributor's instruction.

7. Financial Condition.  The Distributor  represents and warrants that it is and
at all times  during the term of this  Agreement  will remain in good  financial
condition,  solvent  and able to pay its bills when due.  From time to time,  on
reasonable notice by the Supplier,  an audit of the Books and Records pertaining
to this  Agreement  can be  scheduled  as long as it is during  normal  business
hours, at Supplier's sole expense, at a place and time designated by Distributor
and no more frequently than once in any contractual  year of this Agreement.  If
errors or  discrepancies  are found,  the  responsible  Party shall reimburse to
correct ht error within Thirty (30) business  days.  Interest will accrue on any
delinquent  amounts  owed to the  Supplier  at the rate of One (1%)  percent per
month, or at the maximum permitted by applicable law, whichever is less.

         7.1 Pricing. The Supplier is free to determine its own suggested resale
prices for the Products.

8. Risk of Loss.  The  Distributor  assumes  the risk of loss and  damage of the
Products  in  transit  from the  Distributor's  shipping  point to the  point of
destination as well as once Product is warehoused.

9. Distributor Duties. The Distributor agrees to honor all replacement  requests
from  Dealers  to  End-Users  pursuant  to the terms of the  End-User  Agreement
pertaining to the defective units. The Distributor will instruct all the Dealers
to submit all replacement requests to the Distributor.

         9.1 Additional Protection.  If, within any Six (6) month period, Twenty
(20%)  percent  or  more of the  Products,  while  within  the  warranty  period
specified in this Agreement,  exhibit  defects of the same kind and nature,  and
such  defects  are the  result of faulty  design or  workmanship  or  defects in
materials arising from any cause for which the Distributor is responsible,  then
the  Distributor  agrees  to give  compensation,  or  render  assistance  at the
Distributor's  sole expense,  by delivery of  replacement  Products  found to be
defective  to the  place  designated  by the  Distributor.  If the  cause of the
defects are the responsibility of the Supplier, then the Supplier agrees to give
compensation  or render  assistance to  re-record,  mix or master the Product to
correct the defects.  The Distributor will provide the Supplier a written report
of all warranty claims at least once every Three (3) months.

         9.2  Indemnification.  The Supplier will indemnify the Distributor from
any claim brought  against the  Distributor on Product  liability.  The Supplier
will defend or settle and the Supplier agrees, at its own expense,  to defend or
settle  any claim  brought  against  the  Distributor  on the  issue of  Product
liability,  subject to the limitations in this Agreement. The Supplier agrees to
pay,  subject  to  this  Agreement,  any  final  judgment  entered  against  the
Distributor  on such  issue in any  such  suit  defended  by the  Supplier.  The
Supplier will be relieved of the foregoing obligations unless the Distributor or
its Customer  notifies the Supplier  promptly in writing of such claim and gives
the Supplier authority to proceed as contemplated  herein, and at the Supplier's
expense,  gives proper and full  information  and assistance to settle or defend
any such claim.  The  foregoing  provisions  of this  Section  states the entire
liability  and  obligations  of the  Supplier  and the  exclusive  remedy of the
Distributor and its Customers with respect to any alleged Product liability suit
related to the Products or any part thereof.

10.  Ownership  Warranty  and  Indemnification.  The  Supplier  warrants  to the
Distributor that the Products are the originals with the Supplier,  the Products
do not infringe upon any copyright or other  proprietary  rights of others,  the
Supplier has full power and authority to grant the rights herein  granted to the
Distributor  and the Supplier has not previously or otherwise  granted any other
rights in the Products to any third party that  conflict with the rights in this
Agreement granted to the Distributor.

         The Supplier  agrees to defend at its expense and hold the  Distributor
harmless from any claim against the  Distributor  resulting from a breach of any
of the  warranties  set forth above and to pay any costs,  damages,  or expenses
(including  attorneys' fees) arising from any such claim. The Supplier will have
sole control of the defense,  all negotiations  and settlement.  The Distributor
will  promptly  notify the  Supplier in writing of any such  claim,  and, at the
Supplier's  request  and  expense,  provide  the  Supplier  with  all  available
information to enable the Supplier to defend the same.

         Following  notice  of a claim  or a  threatened  or  actual  suit,  the
Supplier will immediately,  at its own expense,  procure for the Distributor the
right to continue the use of the  Products  subject to such claim,  demand,  or,
having failed to obtain such right, replace or modify such Products to make them
non-infringing,  or having failed to replace or modify the  Products,  refund to
the  Distributor the purchase price of all unsold  Products.  If the Distributor
elects to replace any of the Products,  such replacement will substantially meet
the  performance  and interface  specifications  of the replaced  Products.  The
warranties  stated in this Section will survive the expiration or termination of
this Agreement.

11.  Termination  Events.  This Agreement may be terminated by either Party upon
the  occurrence  of any  assignment  for the  benefit of the  creditors,  or any
bankruptcy,   reorganization,  or  other  proceeding  under  any  bankruptcy  or
insolvency law which is initiated by the other Party, or is initiated against it
and not dismissed or stayed  within  Thirty (30) days, a material  breach by the
other Party of any of the terms of this Agreement,  which breach is not remedied
by the other  Party  within  Thirty  (30) days of the other  Party's  receipt of
notice  of such  breach  or upon the sale or  distribution  of the  Products  in
violation of the  Distributor's  exclusive  distribution  rights as described in
Section 4. The written  notice of  termination  will be given by  registered  or
certified  mail, in which event this Agreement  will terminate  Thirty (30) days
from the date of mailing of the  notice,  providing  Distributor  is not able to
cure said breach during that time.

         11.1 Supplier's Early Termination.  This Agreement may be terminated by
the Supplier  upon receipt of a bona fide offer to Supplier  from a major record
or distribution company,  major being defined by the standards and traditions of
the Music Industry (i.e. Sony, Universal, etc.). Notwithstanding anything in the
foregoing sentence, the Distributor is hereby granted the right of first refusal
providing  Distributor be given the opportunity to submit a counter-offer to the
Supplier that is of a comparable or more favorable  terms.  If Supplier  accepts
Distributor's  counter-offer,  then  both  Parties  agree to  negotiate  the new
agreement in good faith.

                  11.1.1 Early Termination.  If Supplier declines  Distributor's
counter-offer  and  chooses to  terminate  this  Agreement  entering  into a new
recording or  distribution  agreement,  as defined  herein,  within  Twelve (12)
months from the date of the early  termination,  Supplier agrees to pay or cause
to be paid directly to the Distributor a sum equal to Two (2%) percent of retail
sales on any Product  released by Supplier during the term of any new agreement.
Distributor  will continue to distribute any and all Product  distributed  under
this Agreement to date.  Notwithstanding  any rates as set forth in Exhibit "D,"
upon early termination of this Agreement,  the following Post Term Royalty rates
will apply:  Year  One--After  Early  Termination--Fifteen  (15%) percent;  Year
Two--After  Early   Termination--Ten  (10%)  percent;  Year  Three--After  Early
Termination--Five (5%) percent; and Nothing thereafter. Further, Supplier agrees
to  abide  by  all  other  terms  and  provisions   governing  the  manufacture,
distribution,  sale,  quality control and End-User services as set forth herein,
including,  but not limited to, the Supplier's  Advertising Escrow Account.  The
Distributor  may,  at its  discretion,  choose to  manufacture  the  distributed
Product  in order to  maintain  inventory  levels as  needed.  In the event that
Distributor  does manufacture  Products,  all expenses and costs shall be deemed
recoupable  advances and be deductible from Supplier's share of royalties as set
forth herein.

                  11.1.2 Early  Termination  Buy Out.  Notwithstanding  anything
stated in the above Sections,  in the event of Early Termination as set forth in
Section  11.1.1,  Supplier may elect to buy out Distributor by way of a flat fee
buy out. Said amount to be negotiated at the time of Early Termination,  in good
faith and agreed upon, in writing by all Parties. In the event of a flat fee buy
out,  all rights,  product,  inventory,  royalties,  future  overrides,  accrued
Advertising  Escrow  Account,  art,  masters and other items as set forth herein
shall revert back to Supplier.

12.  Fulfillment  of  Obligations.  Any  termination  of this Agreement will not
otherwise  release  either party from its  obligation to pay any sum that may be
then or  thereafter  owing to the  other  party nor  operate  to  discharge  any
liability  incurred  by either  party prior to any such  termination.  Except as
qualified  by the  preceding  sentences,  neither  party will,  by reason of the
termination of this  Agreement,  be liable to the other for any damages  arising
out of any such termination.

         12.1 Effect of Termination  and Survival.  Except in the event of Early
Termination,  the  Distributor  shall have the right to  continue  all  display,
advertising,  and  use  of  all  the  Supplier  names,  trademarks,  logos,  and
designations  and  will  use,  advertise,  or  display  any such  names,  logos,
trademarks, or designations.

13.  Protection  of  Information.  The  parties  agrees to hold  Information  in
confidence, except as permitted by this Agreement, as it uses to protect its own
confidential  information.  If used in a manner  contrary  to the  terms of this
Section,  the other party will have the right,  to injunctive  relief  enjoining
such attempts, it being agreed that legal remedies are inadequate.

         No press  releases or other like publicity or advertising of any nature
regarding this Agreement that mentions this Agreement or the other party by name
will be released by a party  without the prior  written  agreement  of the other
party.  Without the prior written consent of the Supplier,  the Distributor will
refrain  from  copying,   reverse  engineering,   disassembling,   de-compiling,
translating,  or modifying the Products,  or granting any other person or entity
the right to do so.

         13.1 Notification. The Distributor will promptly notify the Supplier of
any claims, or notification that its marketing,  licensing, support , or service
may or will  infringe the  Intellectual  Property  Rights of any other person or
entity and any determination or notification that any person or entity is or may
be infringing the Intellectual Property Rights of the Supplier.  The Distributor
will assist the  Supplier  in the  protection  and defense of such  Intellectual
Property Rights.

14.  Assignment.  Except as set forth herein,  neither this Agreement nor any of
its rights,  in whole or in part,  will be assignable or  transferable by either
party without the express  written  consent of the other party.  This  Agreement
will be binding  upon and take  effect for the  benefit  of the  successors  and
assigns of the parties to this Agreement.

         14.1  Waiver,   Amendment,   Modification.   No  waiver,  amendment  or
modification,  including those by custom,  usage of trade, or course of dealing,
of any  provision  of this  Agreement  will be  effective  unless in writing and
signed by the party  against whom such  waiver,  amendment  or  modification  is
sought to be enforced.

         No waiver by any party of any default in performance by the other party
under this  Agreement  or of any breach or series of breaches by the other party
of any of the terms or conditions of this Agreement will  constitute a waiver of
any  subsequent  default in  performance  under this Agreement or any subsequent
breach  of any  terms  or  conditions  of  that  Agreement.  Performance  of nay
obligation  required  of a Party  under this  Agreement  may be waived only by a
written  waiver  signed by a duly  authorized  officer of the other party,  that
waiver will be effective only with respect to the specific obligation  described
in that waiver.

         14.2  Force  Majeure.  Neither  Party will be deemed in default of this
Agreement to the extent that performance of its obligations, or attempts to cure
any  breach,  are  delayed or  prevented  by reason of  circumstance  beyond its
reasonable  control,  including,  without  limitation,  fire,  natural disaster,
earthquake,  accident or other acts of God ("Force Majeure"),  provided that the
Party seeking to delay its  performance  gives the other  written  notice of any
such Force  Majeure  within  Fifteen (15) days after the  discovery of the Force
Majeure,  and further  provided  that such Party uses its good faith  efforts to
cure the Force Majeure. If there is a Force Majeure, the time for performance or
cure will be extended for a period  equal to the duration of the Force  Majeure.
This Article will not be applicable to any payment obligations of either Party.

         14.3 Settlement of Disputes.  Each Party acknowledges that, if there is
any breach  including,  without  limitation,  unauthorized  use of  Confidential
Information,   the  non-breaching  Party  will  suffer  injury  that  cannot  be
compensated by money and therefore  will not have an adequate  remedy at law. If
either Party  institutes an action to enforce the provisions of this  Agreement,
such Party will be  entitled to obtain such  injunctive  relief or other  remedy
from a court of competent jurisdiction as may be necessary to prevent or curtail
any such  breach.  These will be in addition to and  without  prejudice  to such
other rights as such Party may have in law or in equity.

                  14.3.1 Any dispute or claim arising out of this Agreement,  or
any aspect of the creation, validity, interpretation,  breach, or termination of
this  Agreement  will  be  submitted  to  binding  arbitration  to  be  held  in
Providence, Rhode Island before a panel of three arbitrators.

         Either Party may demand  arbitration  in writing,  serving on the other
Party a statement of the dispute,  controversy,  or claim, and the fact relating
to it, in reasonable detail, and the arbitrator  nominated by that Party. Within
thirty (30) days after such  demand,  the other Party will name its  arbitrator,
and the two arbitrators  named by the Parties will, within ten (10) days, select
a  third  arbitrator.  The  arbitration  will  be  governed  by  the  Commercial
Arbitration Rules of the American Arbitration Association (the "AAA").

         The expenses of arbitration will be borne by the Party against whom the
decision is rendered,  or  apportioned  in  accordance  with the decision of the
arbitrators  if there is a compromise  decision.  Judgment upon any award may be
entered in any court of  competent  jurisdiction.  All notices from one Party to
the other  relating to any  arbitration  under this Agreement will be in writing
and will be effective if given in accordance with Section 14.2 below.

         14.4 Proprietary  Information.  Each Party  acknowledges that it may be
furnished  with or may receive or have access to  information  or material  that
relates to past,  present or future Products and marketing  plans,  "Proprietary
Information."  The  Parties  agree  to  preserve  the   confidentiality  of  the
Proprietary  Information,  whether  disclosed  to the other  Party  before  this
Agreement is signed or afterward, including the terms of this Agreement. A Party
will not disclose or disseminate the Proprietary Information for its own benefit
or of any third party.

         The previously stated  obligations do not apply to any information that
is publicly  known,  is given to a party by someone else who is not obligated to
maintain  confidentiality or a party had already developed prior to the day this
Agreement is signed, as evidenced by documents. Neither Party will take or cause
to be taken any  physical  forms of  Proprietary  Information  without the other
Party's written permission.  Within three (3) days after the termination of this
Agreement,  a Party will  return to the other  Party all  copies of  Proprietary
Information in tangible form.  Despite any other  provisions of this  Agreement,
this Section will survive termination of this Agreement.

         14.5  Cumulative  Rights.  Any specific right or remedy provide in this
Agreement will not be exclusive but will be cumulative upon all other rights and
remedies set forth in this section and allowed under applicable law.

         14.6 Governing Law. This Agreement will be governed by the  substantive
laws of the  State of Rhode  Island  applicable  to  Agreements  made and  fully
performed  in Rhode Island by Rhode Island  residents.  The Parties  acknowledge
that this Agreement expresses their entire understanding and agreement, and that
there have been no warranties, representations, covenants or understandings made
by either  Party to the other  except  such as are  expressly  set forth in this
section.  This  Agreement may be executed in multiple  counterparts,  any one of
which will be deemed an original,  but all of which will  constitute one and the
same  instrument.  If any  provision  of this  Agreement  is  found  invalid  or
unenforceable under judicial decree or decision, the remainder will remain valid
and enforceable according to its terms.

         14.7 Notices.  All notices  required or permitted  under this Agreement
will be in writing and will be delivered or mailed,  certified,  return  receipt
requested, to the respective Parties at the addresses set forth above or at such
other  address as such Party will  specify to the other  Party in  writing.  Any
notice  required or permitted to be given by the  provisions  of this  Agreement
will be conclusively  deemed to have been received on the day it is delivered to
that Party by U.S.  Mail with  Acknowledgement  of Receipt or by any  commercial
courier providing  equivalent  acknowledgment  of receipt.  Captions and section
headings used in this Agreement are for  convenience  only and are not a part of
this Agreement and will not be used in construing it.

         We have  carefully  reviewed  this contract and agree to and accept its
terms and  conditions.  We are executing  this  Agreement as of the day and year
first written above.

SUPPLIER                      DISTRIBUTOR

  /s/                            /s/
------------------------      -------------------------------------
Richard Wagner                David DeBaene, Open Door Music, Inc.
(Title)                       President


                                    EXHIBIT A

         "Bossmen"                                 Dick Wagner

         Frost                                     "This Band Can Rock"

         "Remember The Child"                      (tape) Richard Wagner

         "Creating Love"                           (tape) Richard Wagner

         "Rock History"                            Dick Wagner

         "Matt Besey"                              Matt Besey

         "Brother Love"                            Brother Love

         "Breaking Through"                        Sonic Vibe

         "Church of the Open Bottle"               Church of the Open Bottle

         "River of Grace"                          Christine Smith

         forthcoming:                              Hound Dog Moonshine


                                    EXHIBIT B

                               Supplier Customers


                                    EXHIBIT C

                          Suggested List Price Schedule

Wholesale Price     Suggested Retail    Supplier's Share     Distributor's Share

                                            75.00%                 25.00%
    $4.83                $8.97               $3.62                 $1.21
    $5.29                $9.97               $3.96                 $1.33
    $6.07               $10.97               $4.55                 $1.52
    $6.44               $11.97               $4.83                 $1.61
    $7.18               $12.97               $5.38                 $1.80
    $7.73               $13.97               $5.79                 $1.94
    $8.19               $14.97               $6.14                 $2.05
    $8.83               $15.97               $6.62                 $2.21
    $9.29               $16.97               $6.96                 $2.33
    $10.03              $17.97               $7.52                 $2.51


                               PROMOTION ADDENDUM

                       WMG RECORDS W/OPEN DOOR MUSIC INC.

1. Open Door will construct "hot links" connecting  Suppliers Web sties with the
Distributor's website as well as other key sites.

2.  Distributor  will  construct a special  "Dick  Wagner  Link" which will lead
visitors to an area dedicated to Supplier's  artists and roster. It will feature
a complete and updated listing of past, present and future Supplier projects.

3. On a weekly basis, we will allot one hour of on-air time on Open Door's radio
station for your use to be programmed at  Supplier's  discretion.  Said air time
shall be used solely to promote  Supplier's  roster, the time and the production
choices to be determined  by Supplier.  Each program shall be taped and repeated
at various times with all repeat scheduling to be approved by Supplier.

4.  Distributor  will  provide  additional  exposure to  Supplier or  Supplier's
Product,  by  offering  an  open  invitation  to  participate  in  Distributor's
Specialty Shows such as its interactive advice/talk show.

5. Supplier will be included in Distributor's Cybercast scheduling.

6.  Distributor will include Supplier in its Summer Concert Series which will be
held at Water  Place Park in  Providence,  RI. One  evening in the five  concert
series shall be dedicated,  all or in part, to Supplier or Supplier's  roster of

7. At its discretion,  Distributor  will include  Supplier as part of its weekly
advertising display page of Valley Media's weekly sales magazine.

8. In addition to  inventory  management  and  control for  Supplier's  Product,
Distributor  is  willing  to  provide  fulfillment,   inventory  management  and
reporting on any and all merchandising items sold by Supplier.