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Registration Rights Agreement - Anthem Recording West Inc., Atlas Trust Company (Jersey) Ltd., Tavendish Enterprises Ltd., Ryley Hill Ltd., David John Shortland, Paula Loraine Shortland and Shortland No. 1 Trust

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THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of the 23rd day
of May 2000 by and among ANTHEM RECORDING WEST INC., a California corporation
(the "Company"), and the purchasers of the Company's common stock listed on the
signature pages hereto (the "Investors").

RECITALS

WHEREAS:

A.      The Investors are parties to the share exchange agreement dated 5 May
        2000 among the Company, the Investors and others (the "Share Exchange
        Agreement"), which provides that as a condition to the closing of the
        transactions contemplated therein, this Agreement must be executed and
        delivered by the Investors and the Company;

B.      The Company desires to grant, and the Investors desire to be granted,
        the rights created herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
herein, the parties hereto agree as follows:

1.      REGISTRATION RIGHTS

        The Company covenants and agrees as follows:

1.1     Definitions

        For purposes of this CLAUSE 1:

        (a)     The term "Act" means the Securities Act of 1933, as amended.

        (b)     The term "Form S-3" means such form under the Act as in effect
                on the date hereof or any registration form under the Act
                subsequently adopted by the SEC that permits inclusion or
                incorporation of substantial information by reference to other
                documents filed by the Company with the SEC.

        (c)     The term "Holder" means any person owning or having the right to
                acquire Registrable Securities or any assignee thereof in
                accordance with CLAUSE 1.11 hereof.

        (d)     The term "Initial Offering" means the Company's first firm
                commitment underwritten public offering of its common stock
                under the Act.

        (e)     The term "1934 Act" means the Securities Exchange Act of 1934,
                as amended.

        (f)     The term "register," "registered," and "registration" refer to a
                registration effected by preparing and filing a registration
                statement or similar document in compliance with the Act, and
                the declaration or ordering of effectiveness of such
                registration statement or document.

        (g)     The term "Registrable Securities" means (i) the common stock
                issuable or issued pursuant to the Share Exchange Agreement, and
                (ii) any common stock of the Company issued as (or issuable upon
                the conversion or exercise of any warrant, right or other
                security that is issued as) a dividend or other distribution
                with respect to, or in exchange for, or in replacement of, the
                shares referenced in (i) above, excluding in all cases, however,
                any Registrable Securities sold by a person (x) in a transaction
                in which his rights under this CLAUSE 1 are not assigned, (y)
                pursuant to a registration statement that has been declared
                effective and such Registrable Securities have been disposed of
                pursuant to such effective registration statement, or (z) in a
                transaction in

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                which such Registrable Securities are sold pursuant to Rule 144
                (or any similar provision then in force) under the Act.

(h)            The number of shares of "Registrable Securities then outstanding"
               shall be determined by the number of shares of common stock
               outstanding that are, and the number of shares of common stock
               issuable pursuant to then exercisable or convertible securities
               that are, Registrable Securities.

        (i)     The term "SEC" shall mean the Securities and Exchange
                Commission.

1.2     Request for Registration.

        Subject to the conditions of this CLAUSE 1.2, if the Company shall
        receive at any time after the Closing Date (as defined in the Share
        Exchange Agreement) a written request from the Holders of fifty percent
        (50%) or more of the Registrable Securities then outstanding (the
        "Initiating Holders") that the Company file a registration statement
        under the Act covering the registration of Registrable Securities, then
        the Company shall, within twenty (20) days of the receipt thereof, give
        written notice of such request to all Holders, and subject to the
        limitations of this CLAUSE 1.2, use best efforts to effect, as soon as
        practicable, the registration under the Act of all Registrable
        Securities that the Holders request to be registered in a written
        request received by the Company within twenty (20) days of the mailing
        of the Company's notice pursuant to this CLAUSE 1.2(a).

        (a)     If the Initiating Holders intend to distribute the Registrable
                Securities covered by their request by means of an underwriting,
                they shall so advise the Company as a part of their request made
                pursuant to this CLAUSE 1.2 and the Company shall include such
                information in the written notice referred to in this
                CLAUSE1.2(a). In such event the right of any Holder to include
                its Registrable Securities in such registration shall be
                conditioned upon such Holder's participation in such
                underwriting and the inclusion of such Holder's Registrable
                Securities in the underwriting (unless otherwise mutually agreed
                by a majority in interest of the Initiating Holders and such
                Holder) to the extent provided herein. All Holders proposing to
                distribute their securities through such underwriting shall
                enter into an underwriting agreement in customary form with the
                underwriter or underwriters selected for such underwriting by a
                majority in interest of the Initiating Holders (which
                underwriter or underwriters shall be reasonably acceptable to
                the Company). Notwithstanding any other provision of this
                CLAUSE1.2, if the underwriter advises the Company that marketing
                factors require a limitation of the number of securities
                underwritten (including Registrable Securities), then the
                Company shall so advise all Holders of Registrable Securities
                that would otherwise be underwritten pursuant hereto, and the
                number of shares that may be included in the underwriting shall
                be allocated to the Holders of such Registrable Securities on a
                pro rata basis based on the number of Registrable Securities
                held by all such Holders (including the Initiating Holders),
                provided that no Registrable Securities shall be excluded unless
                and until all other securities of the Company have been
                excluded. Any Registrable Securities excluded or withdrawn from
                such underwriting shall be withdrawn from the registration.

        (b)     The Company shall not be required to effect a registration
                pursuant to this CLAUSE 1.2:

                (i)     in any particular jurisdiction in which the Company
                        would be required to execute a general consent to
                        service of process in effecting such registration,
                        unless the Company is already subject to service in such
                        jurisdiction and except as may be required under the
                        Act; or


<PAGE>   3

                (ii)    after the Company has effected two (2) registrations
                        pursuant to this CLAUSE 1.2, and such registrations have
                        been declared or ordered effective; or

                (iii)   during the period starting with the date sixty (60) days
                        prior to the Company's good faith estimate of the date
                        of the filing of, and ending on a date one hundred
                        eighty (180) days following the effective date of, a
                        Company-initiated registration subject to CLAUSE 1.3
                        below, provided that the Company is actively employing
                        in good faith all reasonable efforts to cause such
                        registration statement to become effective; or

                (iv)    if the Initiating Holders propose to dispose of
                        Registrable Securities that may be registered on Form
                        S-3 pursuant to CLAUSE 1.4 hereof; or

                (v)     if the Company shall furnish to Holders requesting a
                        registration pursuant to this CLAUSE 1.2, a certificate
                        signed by the Company's Chief Executive Officer or
                        Chairman of the Board stating that in the good faith
                        judgment of the Board of Directors of the Company, it
                        would be seriously detrimental to the Company and its
                        stockholders for such registration to be effected at
                        such time, in which event the Company shall have the
                        right to defer such filing for a period of not more than
                        ninety (90) days after receipt of the request of the
                        Initiating Holders, provided that such right to delay a
                        request shall be exercised by the Company not more than
                        once in any twelve (12)-month period and provided
                        further, that the Company shall not register any other
                        of its shares during such ninety (90) day period.

1.3     Company Registration

        If (but without any obligation to do so) the Company proposes to
        register (including for this purpose a registration effected by the
        Company for stockholders other than the Holders) any of its stock or
        other securities under the Act in connection with the public offering of
        such securities (other than a registration relating solely to the sale
        of securities to participants in a Company stock plan, a registration
        relating to a corporate reorganization or other transaction under Rule
        145 of the Act, a registration on any form that does not include
        substantially the same information as would be required to be included
        in a registration statement covering the sale of the Registrable
        Securities, or a registration in which the only common stock being
        registered is common stock issuable upon conversion of debt securities
        that are also being registered), the Company shall, at such time,
        promptly give each Holder written notice of such registration. Upon the
        written request of each Holder given within twenty (20) days after
        mailing of such notice by the Company, the Company shall, subject to the
        provisions of CLAUSE 1.3(c), use its best efforts to cause a
        registration statement to become effective, which includes all of the
        Registrable Securities that each such Holder has requested to be
        registered.

        (a)     Right to Terminate Registration.

                The Company shall have the right to terminate or withdraw any
                registration initiated by it under this CLAUSE 1.3 prior to the
                effectiveness of such registration whether or not any Holder has
                elected to include securities in such registration. The expenses
                of such withdrawn registration shall be borne by the Company in
                accordance with CLAUSE 1.7 hereof.

        (b)     Underwriting Requirements.

                In connection with any offering involving an underwriting of
                shares of the Company's capital stock, the Company shall not be
                required under this CLAUSE 1.3 to include any of the Holders'
                securities in such underwriting unless they accept the terms of
                the


<PAGE>   4

                        underwriting as agreed upon between the Company and the
                        underwriters selected by it (or by other persons
                        entitled to select the underwriters) and enter into an
                        underwriting agreement in customary form with an
                        underwriter or underwriters selected by the Company. If
                        the total amount of securities, including Registrable
                        Securities, requested by stockholders to be included in
                        such offering exceeds the amount of securities sold
                        other than by the Company that the underwriters
                        determine in their sole discretion is compatible with
                        the success of the offering, then the Company shall be
                        required to include in the offering only that number of
                        such securities, including Registrable Securities, that
                        the underwriters determine in their sole discretion will
                        not jeopardize the success of the offering (the
                        securities so included to be apportioned pro rata among
                        the selling Holders according to the total amount of
                        securities entitled to be included therein owned by each
                        selling Holder or in such other proportions as shall
                        mutually be agreed to by such selling Holders, except
                        that no Registrable Securities shall be excluded until
                        all common stock held by other shareholders, directors,
                        officers and employees of the Company have been
                        excluded), but in no event shall the amount of
                        securities of the selling Holders included in the
                        offering be reduced below twenty-five percent (25%) of
                        the total amount of securities included in such
                        offering, unless such offering is the Initial Offering
                        of the Company's securities, in which case the selling
                        Holders may be excluded if the underwriters make the
                        determination described above and no other stockholder's
                        securities are included. For purposes of the preceding
                        parenthetical concerning apportionment, for any selling
                        stockholder that is a Holder of Registrable Securities
                        and that is a partnership or corporation, the partners,
                        retired partners and stockholders of such Holder, or the
                        estates and family members of any such partners and
                        retired partners and any trusts for the benefit of any
                        of the foregoing persons shall be deemed to be a single
                        "selling Holder," and any pro rata reduction with
                        respect to such "selling Holder" shall be based upon the
                        aggregate amount of Registrable Securities owned by all
                        such related entities and individuals.

1.4     Form S-3 Registration

        In case the Company shall receive from the Holders of the Registrable
        Securities then outstanding a written request or requests that the
        Company effect a registration on Form S-3 and any related qualification
        or compliance with respect to all or a part of the Registrable
        Securities owned by such Holder or Holders, the Company shall:

        (a)     promptly give written notice of the proposed registration, and
                any related qualification or compliance, to all other Holders;
                and

        (b)     use best efforts to effect, as soon as practicable, such
                registration and all such qualifications and compliances as may
                be so requested and as would permit or facilitate the sale and
                distribution of all or such portion of such Holders' Registrable
                Securities as are specified in such request, together with all
                or such portion of the Registrable Securities of any other
                Holders joining in such request as are specified in a written
                request given within fifteen (15) days after receipt of such
                written notice from the Company, provided, however, that the
                Company shall not be obligated to effect any such registration,
                qualification or compliance, pursuant to this CLAUSE 1.4:

                (i)     if Form S-3 is not available for such offering by the
                        Holders;

                (ii)    if the Holders, together with the holders of any other
                        securities of the Company entitled to inclusion in such
                        registration, propose to sell Registrable Securities and
                        such other securities (if any) at an aggregate price to
                        the public (net of any underwriters' discounts or
                        commissions) of less than $500,000;


<PAGE>   5

                (iii)   if the Company shall furnish to the Holders a
                        certificate signed by the Chief Executive Officer or
                        Chairman of the Board of the Company stating that in the
                        good faith judgment of the Board of Directors of the
                        Company, it would be seriously detrimental to the
                        Company and its stockholders for such Form S-3
                        registration to be effected at such time, in which event
                        the Company shall have the right to defer the filing of
                        the Form S-3 registration statement for a period of not
                        more than ninety (90) days after receipt of the request
                        of the Holder or Holders under this CLAUSE 1.4;
                        provided, however, that the Company shall not utilize
                        this right more than once in any twelve (12) month
                        period; and provided further, that the Company shall not
                        register any other of its shares during such 90 day
                        period;

                (iv)    if the Company has, within the six (6) month period
                        preceding the date of such request, already effected one
                        registration on Form S-3 for the Holders pursuant to
                        this CLAUSE 1.4; or

                (v)     in any particular jurisdiction in which the Company
                        would be required to qualify to do business, where not
                        otherwise required, or to execute a general consent to
                        service of process in effecting such registration,
                        qualification or compliance.

        (c)     Subject to the foregoing, the Company shall file a registration
                statement covering the Registrable Securities and other
                securities so requested to be registered as soon as practicable
                after receipt of the request or requests of the Holders.
                Registrations effected pursuant to this CLAUSE 1.4 shall not be
                counted as requests for registration effected pursuant to CLAUSE
                1.2.

1.5     Obligations of the Company

        Whenever required under this CLAUSE 1 to effect the registration of any
        Registrable Securities, the Company shall, as expeditiously as
        reasonably possible:

        (a)     prepare and file with the SEC a registration statement with
                respect to such Registrable Securities and use best efforts to
                cause such registration statement to become effective, and, upon
                the request of the Holders of a majority of the Registrable
                Securities registered thereunder, keep such registration
                statement effective for a period of up to one hundred twenty
                (120) days or, if earlier, until the distribution contemplated
                in the Registration Statement has been completed;

        (b)     prepare and file with the SEC such amendments and supplements to
                such registration statement and the prospectus used in
                connection with such registration statement as may be necessary
                to comply with the provisions of the Act with respect to the
                disposition of all securities covered by such registration
                statement;

        (c)     furnish to the Holders (i) a draft copy of the registration
                statement, and (ii) such numbers of copies of a prospectus,
                including a preliminary prospectus, in conformity with the
                requirements of the Act, and such other documents as they may
                reasonably request in order to facilitate the disposition of
                Registrable Securities owned by them;

        (d)     use best efforts to register and qualify the securities covered
                by such registration statement under such other securities or
                Blue Sky laws of such jurisdictions as shall be reasonably
                requested by the Holders, provided that the Company shall not be
                required in connection therewith or as a condition thereto to
                qualify to do business, where not otherwise required, or to file
                a general consent to service of process in any such states or
                jurisdictions;


<PAGE>   6

        (e)     in the event of any underwritten public offering, enter into and
                perform its obligations under an underwriting agreement, in
                usual and customary form, with the managing underwriter of such
                offering;

        (f)     notify each Holder of Registrable Securities covered by such
                registration statement, at any time when a prospectus relating
                thereto is required to be delivered under the Act, of (i) the
                issuance of any stop order by the SEC in respect of such
                registration statement, or (ii) the happening of any event as a
                result of which the prospectus included in such registration
                statement, as then in effect, includes an untrue statement of a
                material fact or omits to state a material fact required to be
                stated therein or necessary to make the statements therein not
                misleading in the light of the circumstances then existing;

        (g)     if the Registrable Securities are being sold through
                underwriters, furnish, upon the request of the Holders of a
                majority of the Registrable Securities requesting registration,
                on the date that such Registrable Securities are delivered to
                the underwriters for sale, (i) an opinion, dated as of such
                date, of the counsel representing the Company for the purposes
                of such registration, in form and substance as is customarily
                given to underwriters in an underwritten public offering and
                reasonably satisfactory to a majority in interest of the Holders
                requesting registration, addressed to the underwriters and to
                the Holders requesting registration of Registrable Securities,
                and (ii) a "comfort" letter dated as of such date, from the
                independent certified public accountants of the Company, in form
                and substance as is customarily given by independent certified
                public accountant to underwriters in an underwritten public
                offering and reasonably satisfactory to a majority in interest
                of the Holders requesting registration, addressed to the
                underwriters and to the Holders requesting registration of
                Registrable Securities;

        (h)     cause all such Registrable Securities registered pursuant
                hereunder to be listed on each securities exchange on which
                similar securities issued by the Company are then listed;
                provided that in the case of a registration effected pursuant to
                CLAUSE 1.2 above, which registration constitutes the Initial
                Offering, the Registrable Securities shall be listed on a
                national securities exchange or the NASDAQ National Market
                System; and

        (i)     provide a transfer agent and registrar for all Registrable
                Securities registered pursuant hereunder and a CUSIP number for
                all such Registrable Securities, in each case not later than the
                effective date of such registration.

1.6     Information from Holder

        It shall be a condition precedent to the obligations of the Company to
        take any action pursuant to this CLAUSE 1 with respect to the
        Registrable Securities of any selling Holder that such Holder shall
        furnish to the Company such information regarding itself, the
        Registrable Securities held by it, and the intended method of
        disposition of such securities as shall be reasonably required to effect
        the registration of such Holder's Registrable Securities.

1.7     Expenses of Registration


<PAGE>   7

        All expenses other than underwriting discounts and commissions incurred
        in connection with registrations, filings or qualifications pursuant to
        CLAUSES 1.2, 1.3 and 1.4, including (without limitation) all
        registration, filing and qualification fees (including Blue Sky fees),
        printers' and accounting fees, fees and disbursements of counsel for the
        Company and the reasonable fees and disbursements of one counsel for the
        selling Holders shall be borne by the Company. Notwithstanding the
        foregoing, the Company shall not be required to pay for any expenses of
        any registration proceeding begun pursuant to CLAUSE 1.2 or CLAUSE 1.4
        if the registration request is subsequently withdrawn at the request of
        the Holders of a majority of the Registrable Securities to be registered
        (in which case all participating Holders shall bear such expenses pro
        rata based upon the number of Registrable Securities that were to be
        requested in the withdrawn registration), unless, in the case of a
        registration requested under CLAUSE 1.2, the Holders of a majority of
        the Registrable Securities agree to forfeit their right to one demand
        registration pursuant to CLAUSE 1.2, provided, however, that if at the
        time of such withdrawal, the Holders have learned of a material adverse
        change in the condition, business or prospects of the Company from that
        known to the Holders at the time of their request and have withdrawn the
        request with reasonable promptness following disclosure by the Company
        of such material adverse change, then the Holders shall not be required
        to pay any of such expenses and shall retain their rights pursuant to
        CLAUSE 1.2 or 1.4.

1.8     Delay of Registration

        No Holder shall have any right to obtain or seek an injunction
        restraining or otherwise delaying any such registration as the result of
        any controversy that might arise with respect to the interpretation or
        implementation of this CLAUSE 1.

1.9     Indemnification

        In the event any Registrable Securities are included in a registration
        statement under this CLAUSE 1:

        (a)     To the extent permitted by law, the Company will indemnify and
                hold harmless each Holder, the partners or officers, directors
                and stockholders of each Holder, legal counsel and accountants
                for each Holder, any underwriter (as defined in the Act) for
                such Holder and each person, if any, who controls such Holder or
                underwriter, within the meaning of the Act or the 1934 Act,
                against any losses, claims, damages or liabilities (joint or
                several) to which they may become subject under the Act, the
                1934 Act or any state securities laws, insofar as such losses,
                claims, damages or liabilities (or actions in respect thereof)
                arise out of or are based upon any of the following statements,
                omissions or violations (collectively a "Violation"): (i) any
                untrue statement or alleged untrue statement of a material fact
                contained in such registration statement, including any
                preliminary prospectus or final prospectus contained therein or
                any amendments or supplements thereto, (ii) the omission or
                alleged omission to state therein a material fact required to be
                stated therein, or necessary to make the statements therein not
                misleading, or (iii) any violation or alleged violation by the
                Company of the Act, the 1934 Act, any state securities laws or
                any rule or regulation promulgated under the Act, the 1934 Act
                or any state securities laws; and the Company will reimburse
                each such Holder, partner, officer, director, stockholder,
                counsel, accountant, underwriter or controlling person for any
                legal or other expenses reasonably incurred by them in
                connection with investigating or defending any such loss, claim,
                damage, liability or action as such expenses are incurred;
                provided, however, that the indemnity agreement contained in
                this SUBCLAUSE 1.9(a) shall not apply to amounts paid in
                settlement of any such loss, claim, damage, liability or action
                if such settlement is effected without the consent of the
                Company (which consent shall not be unreasonably withheld), nor
                shall the Company be liable in any such case for any such loss,
                claim, damage, liability or action to the extent that it arises
                out of or is


<PAGE>   8

                based upon a Violation that occurs in reliance upon and in
                conformity with written information furnished expressly for use
                in connection with such registration by any such Holder,
                underwriter or controlling person; provided further, however,
                that the foregoing indemnity agreement with respect to any
                preliminary prospectus shall not inure to the benefit of any
                Holder or underwriter, or any person controlling such Holder or
                underwriter, from whom the person asserting any such losses,
                claims, damages or liabilities purchased shares in the offering,
                if a copy of the prospectus (as then amended or supplemented if
                the Company shall have furnished any amendments or supplements
                thereto) was not sent or given by or on behalf of such Holder or
                underwriter to such person, if required by law so to have been
                delivered, at or prior to the written confirmation of the sale
                of the shares to such person, and if the prospectus (as so
                amended or supplemented) would have cured the defect giving rise
                to such loss, claim, damage or liability.

        (b)     To the extent permitted by law, each selling Holder, on a
                several and not joint basis, will indemnify and hold harmless
                the Company, each of its directors, each of its officers who has
                signed the registration statement, each person, if any, who
                controls the Company within the meaning of the Act, legal
                counsel and accountants for the Company, any underwriter, any
                other Holder selling securities in such registration statement
                and any controlling person of any such underwriter or other
                Holder, against any losses, claims, damages or liabilities
                (joint or several) to which any of the foregoing persons may
                become subject, under the Act, the 1934 Act or any state
                securities laws, insofar as such losses, claims, damages or
                liabilities (or actions in respect thereto) arise out of or are
                based upon any Violation (but excluding clause (iii) of the
                definition thereof), in each case to the extent (and only to the
                extent) that such Violation occurs in reliance upon and in
                conformity with written information furnished by such Holder
                expressly for use in connection with such registration; and each
                such Holder will reimburse any person intended to be indemnified
                pursuant to this SUBCLAUSE 1.9(b) for any legal or other
                expenses reasonably incurred by such person in connection with
                investigating or defending any such loss, claim, damage,
                liability or action; provided, however, that the indemnity
                agreement contained in this SUBCLAUSE1.9(b) shall not apply to
                amounts paid in settlement of any such loss, claim, damage,
                liability or action if such settlement is effected without the
                consent of the Holder (which consent shall not be unreasonably
                withheld), provided that in no event shall any indemnity under
                this SUBCLAUSE 1.9(b) exceed the net proceeds from the offering
                received by such Holder.

        (c)     Promptly after receipt by an indemnified party under this CLAUSE
                1.9 of actual knowledge of the commencement of any action
                (including any governmental action), such indemnified party
                will, if a claim in respect thereof is to be made against any
                indemnifying party under this CLAUSE 1.9, deliver to the
                indemnifying party a written notice of the commencement thereof
                and the indemnifying party shall have the right to participate
                in, and, to the extent the indemnifying party so desires,
                jointly with any other indemnifying party similarly noticed, to
                assume the defense thereof with counsel mutually satisfactory to
                the parties; provided, however, that an indemnified party
                (together with all other indemnified parties that may be
                represented without conflict by one counsel) shall have the
                right to retain one separate counsel, with the fees and expenses
                to be paid by the indemnifying party, if representation of such
                indemnified party by the counsel retained by the indemnifying
                party would be inappropriate due to actual or potential
                differing interests between such indemnified party and any other
                party represented by such counsel in such proceeding. The
                failure to deliver written notice to the indemnifying party
                within a reasonable time of the commencement of any such action,
                if prejudicial to its ability to defend such action, shall
                relieve such indemnifying party of any liability to the
                indemnified party under this CLAUSE 1.9 to the extent of such
                prejudice, but the omission to so deliver written notice to the


<PAGE>   9

                indemnifying party will not relieve it of any liability that it
                may have to any indemnified party otherwise than under this
                CLAUSE 1.9.

        (d)     If the indemnification provided for in this CLAUSE 1.9 is held
                by a court of competent jurisdiction to be unavailable to an
                indemnified party with respect to any loss, liability, claim,
                damage or expense referred to herein, then the indemnifying
                party, in lieu of indemnifying such indemnified party hereunder,
                shall contribute to the amount paid or payable by such
                indemnified party as a result of such loss, liability, claim,
                damage or expense in such proportion as is appropriate to
                reflect the relative fault of and the relative benefits received
                by the indemnifying party on the one hand and of the indemnified
                party on the other in connection with the statements or
                omissions that resulted in such loss, liability, claim, damage
                or expense, as well as any other relevant equitable
                considerations, provided that no person guilty of fraud shall be
                entitled to contribution. The relative fault of the indemnifying
                party and of the indemnified party shall be determined by
                reference to, among other things, whether the untrue or alleged
                untrue statement of a material fact or the omission to state a
                material fact relates to information supplied by the
                indemnifying party or by the indemnified party and the parties'
                relative intent, knowledge, access to information, and
                opportunity to correct or prevent such statement or omission.
                The relative benefits received by the indemnifying party and the
                indemnified party shall be determined by reference to the net
                proceeds and underwriting discounts and commissions from the
                offering received by each such party. In no event shall any
                contribution under this SUBCLAUSE 1.9(d) exceed the net proceeds
                from the offering received by such Holder, less any amounts paid
                under SUBCLAUSE 1.9(b).

        (e)     Notwithstanding the foregoing, to the extent that the provisions
                on indemnification and contribution contained in the
                underwriting agreement entered into in connection with the
                underwritten public offering are in conflict with the foregoing
                provisions, the provisions in the underwriting agreement shall
                control.

        (f)     The obligations of the Company and Holders under this CLAUSE 1.9
                shall survive the completion of any offering of Registrable
                Securities in a registration statement under this CLAUSE 1, and
                otherwise.

1.10    Reports Under Securities Exchange Act of 1934.

        With a view to making available to the Holders the benefits of Rule 144
        promulgated under the Act and any other rule or regulation of the SEC
        that may at any time permit a Holder to sell securities of the Company
        to the public without registration or pursuant to a registration on Form
        S-3, the Company agrees to:

        (a)     make and keep public information available, as those terms are
                understood and defined in SEC Rule 144, at all times after the
                effective date of the Initial Offering;

        (b)     file with the SEC in a timely manner all reports and other
                documents required of the Company under the Act and the 1934
                Act; and

        (c)     furnish to any Holder, so long as the Holder owns any
                Registrable Securities, forthwith upon request (i) a written
                statement by the Company that it has complied with the reporting
                requirements of SEC Rule 144 (at any time after ninety (90) days
                after the effective date of the first registration statement
                filed by the Company), the Act and the 1934 Act (at any time
                after it has become subject to such reporting requirements), or
                that it qualifies as a registrant whose securities may be resold
                pursuant to Form S-3 (at any time after it so qualifies), (ii) a
                copy of the most recent annual or quarterly report of the
                Company and such other reports and documents so


<PAGE>   10

                filed by the Company, and (iii) such other information as may be
                reasonably requested in availing any Holder of any rule or
                regulation of the SEC that permits the selling of any such
                securities without registration or pursuant to such form.

1.11    Assignment of Registration Rights

        The rights to cause the Company to register Registrable Securities
        pursuant to this CLAUSE 1 may be assigned (but only with all related
        obligations) by a Holder to a transferee or assignee of such securities
        that (i) is a subsidiary, affiliate, parent, partner, limited partner,
        retired partner or stockholder of a Holder, (ii) is a Holder's immediate
        family member (spouse or child) or trust for the benefit of an
        individual Holder, or (iii) after such assignment or transfer, holds at
        least 10,000 shares of Registrable Securities (subject to appropriate
        adjustment for stock splits, stock dividends, combinations and other
        recapitalizations), provided: (a) the Company is, within a reasonable
        time after such transfer, furnished with written notice of the name and
        address of such transferee or assignee and the securities with respect
        to which such registration rights are being assigned; (b) such
        transferee or assignee agrees in writing to be bound by and subject to
        the terms and conditions of this Agreement, including without limitation
        the provisions of CLAUSE 1.13 below; and (c) such assignment shall be
        effective only if immediately following such transfer the further
        disposition of such securities by the transferee or assignee is
        restricted under the Act.

1.12    Limitations on  Subsequent Registration Rights

        From and after the date of this Agreement, the Company shall not,
        without the prior written consent of the Holders of fifty percent (50%)
        of the Registrable Securities, enter into any agreement with any holder
        or prospective holder of any securities of the Company that would allow
        such holder or prospective holder (a) to include such securities in any
        registration filed under CLAUSE 1.3 hereof, unless under the terms of
        such agreement, such holder or prospective holder may include such
        securities in any such registration only to the extent that the
        inclusion of such securities will not reduce the amount of the
        Registrable Securities of the Holders that are included or (b) to demand
        registration of their securities.

1.13    "Market Stand-Off" Agreement

        Each Holder hereby agrees that it will not, without the prior written
        consent of the Company and the managing underwriter, during the period
        commencing on the date of the final prospectus relating to the Company's
        initial public offering and ending on the date specified by the Company
        and the managing underwriter (such period not to exceed one hundred
        eighty (180) days) (i) lend, offer, pledge, sell, contract to sell, sell
        any option or contract to purchase, purchase any option or contract to
        sell, grant any option, right or warrant to purchase, or otherwise
        transfer or dispose of, directly or indirectly, any shares of common
        stock or any securities convertible into or exercisable or exchangeable
        for common stock (whether such shares or any such securities are then
        owned by the Holder or are thereafter acquired), or (ii) enter into any
        swap or other arrangement that transfers to another, in whole or in
        part, any of the economic consequences of ownership of the common stock,
        whether any such transaction described in clause (i) or (ii) above is to
        be settled by delivery of common stock or such other securities, in cash
        or otherwise. The foregoing provisions of this CLAUSE 1.13 shall apply
        only to the Company's initial public offering of equity securities,
        shall not apply to the sale of any shares to an underwriter pursuant to
        an underwriting agreement, and shall only be applicable to the Holders
        if all officers and directors and greater than five percent (5%)
        stockholders of the Company enter into similar agreements. The
        underwriters in connection with the Company's initial public offering
        are intended third party beneficiaries of this CLAUSE 1.13 and shall
        have the right, power and authority to enforce the provisions hereof as
        though they were a party hereto. Notwithstanding the foregoing, nothing
        in this CLAUSE 1.13 shall prevent the undersigned from making a transfer
        of any common stock that was listed on a


<PAGE>   11

        national stock exchange, any NMF security or traded on Nasdaq at the
        time it was acquired by the Holder or was acquired by the undersigned
        pursuant to Rule 144A of the Act, including any shares acquired in the
        Company's initial public offering.

        In order to enforce the foregoing covenant, the Company may impose
        stop-transfer instructions with respect to the Registrable Securities of
        each Holder (and the shares or securities of every other person subject
        to the foregoing restriction) until the end of such period.

1.14    Termination of Registration Rights

        No Holder shall be entitled to exercise any right provided for in this
        CLAUSE 1 after five (5) years following the Closing Date or, as to any
        Holder, such earlier time at which all Registrable Securities held by
        such Holder (and any affiliate of the Holder with whom such Holder must
        aggregate its sales under Rule 144) can be sold in any three (3)-month
        period without registration in compliance with Rule 144 of the Act.

2.      MISCELLANEOUS

2.1     Successors and Assigns.

        Except as otherwise provided herein, the terms and conditions of this
        Agreement shall inure to the benefit of and be binding upon the
        respective successors and assigns of the parties (including transferees
        of any shares of Registrable Securities). Nothing in this Agreement,
        express or implied, is intended to confer upon any party other than the
        parties hereto or their respective successors and assigns any rights,
        remedies, obligations, or liabilities under or by reason of this
        Agreement, except as expressly provided in this Agreement.

2.2     Governing Law

        This Agreement shall be governed by and construed under the laws of the
        State of California as applied to agreements among California residents
        entered into and to be performed entirely within California.

2.3     Counterparts

        This Agreement may be executed in two or more counterparts, each of
        which shall be deemed an original, but all of which together shall
        constitute one and the same instrument.

2.4     Titles and Subtitles.

        The titles and subtitles used in this Agreement are used for convenience
        only and are not to be considered in construing or interpreting this
        Agreement.

2.5     Notices.

        Unless otherwise provided, any notice required or permitted under this
        Agreement shall be given in writing and shall be deemed effectively
        given upon personal delivery to the party to be notified or upon
        delivery by confirmed facsimile transmission, nationally recognized
        overnight courier service, or upon deposit with the United States Post
        Office, by registered or certified mail, postage prepaid and addressed
        to the party to be notified at the address indicated for such party on
        the signature page hereof, or at such other address as such party may
        designate by ten (10) days' advance written notice to the other parties.

2.6     Expenses


<PAGE>   12

        If any action at law or in equity is necessary to enforce or interpret
        the terms of this Agreement, the prevailing party shall be entitled to
        reasonable attorneys' fees, costs and necessary disbursements in
        addition to any other relief to which such party may be entitled.

2.7     Entire Agreement; Amendments and Waivers

        This Agreement (including the Exhibits hereto, if any) constitutes the
        full and entire understanding and agreement among the parties with
        regard to the subjects hereof and thereof. Any term of this Agreement
        may be amended and the observance of any term of this Agreement may be
        waived (either generally or in a particular instance and either
        retroactively or prospectively), only with the written consent of the
        Company and the holders of no less than a majority of the Registrable
        Securities then outstanding. Any amendment or waiver effected in
        accordance with this paragraph shall be binding upon each holder of any
        Registrable Securities, each future holder of all such Registrable
        Securities and the Company. Notwithstanding the foregoing, any amendment
        of CLAUSE 1.13 shall require the consent of each Holder which is a
        registered investment company.

2.8     Severability

        If one or more provisions of this Agreement are held to be unenforceable
        under applicable law, such provision shall be excluded from this
        Agreement and the balance of the Agreement shall be interpreted as if
        such provision were so excluded and shall be enforceable in accordance
        with its terms.

2.9     Aggregation of Stock.

(a)     All shares of Registrable Securities held or acquired by entities
        advised by the same investment adviser and affiliated entities or
        persons shall be aggregated together for the purpose of determining the
        availability of any rights under this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first above written.



SIGNED by                                 )
                                          )
for and on behalf of                      )
ANTHEM RECORDING WEST INC.                )

President:

Address:



<PAGE>   13

                                          )
                                          )
the Common Seal                           )
ATLAS TRUST COMPANY (JERSEY)              )/s/ Ian Richard Swindale
LIMITED WAS HERUNTO AFFIXED               )Director
in the presence of :                      )

Witness' signature:                       /s/ Ian Robert Dove

Name:
Address:



Occupation:                               Director


SIGNED by                                 ) /s/ Robert James Burton
                                          )
for and on behalf of                      )
TAVENDISH ENTERPRISES LIMITED             )
in the presence of :                      )

Witness' signature:                       /s/ Peter Joughin Cannell

Name:
Address:


Occupation:                               Chartered Secretary


SIGNED by                                 )
                                          )
for and on behalf of                      )
RYLEY HILL LIMITED                        ) /s/ D. J. Shortland
in the presence of :                      )

Witness' signature:          /s/ A. Abbott

Name:                        A. Abbott
Address:


Occupation:                  Estate Agent


<PAGE>   14


SIGNED by                                 )
DAVID JOHN SHORTLAND                      ) /s/ D. J. Shortland
in the presence of:                       )

Witness' signature:                       /s/ A. Abbott
Name:                                     Adison Abbott
Address:



Occupation:                               Estate Agent


SIGNED by PAULA LORAINE                   )
SHORTLAND in the                          ) /s/ P.L. Shortland
presence of:                              )
Witness' signature:                       /s/ A. Abbott
Name:                                     Adison Abbott
Address:



Occupation:                               Estate Agent


SIGNED by                                 ) /s/ D. J. Shortland
DAVID JOHN SHORTLAND,                     )/s/ C.E. Catherall
CHRISTINE ELIZABETH                       )
CATHERALL, BRUCE CARLESS and              )/s/ Bruce Carless
BETTY MAY SHORTLAND                       )/s/ B.M. Shortland
as trustees of the SHORTLAND NO.1         )
TRUST                                     )
in the presence of:                       )
Witness' signature:                       /s/ A. Abbott


Name:                                     Adison Abbott

Address:




Occupation                                Esate Agent