o

1 ROBERT TAFOYA, Esq. [California Bar No. 194444] robert.tafo a tafo a arcia.com

2 , sq. a I ornia Bar No. ~.1J.' 8:::3~5.::6;!..] .....-: ... ~ __ , david.garcia@tafoy"a~rcla.com - ~COUAT

3 TAFOY ~~ vAReIA LLP ~~;U!:'.:!:.8::.=. :.::;.:.;..;;,-----, 316 W. 2 St., Ste 1000

4 Los Angeles, CA 90012 Telephone: (213) 617-0600

5 FacsImile: (213) 617-2226

NOV - ,28\3

Attorneys for Titus Turner Songs, Inc. cemfW. BY

UNITED STATES DISTRICT COURT

9 FOR THE CENTRAL DISTRICT OF CALIFORNIA WESTERN

10 DIVISION

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12 TITUS TURNER SONGS, INC.

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Plaintiff, vs.

TANGERINE MUSIC CORP., and 17 BROADCAST MUSIC, INC., 18

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Defendants.

COMPLAINT FOR EQUITABLE RELIEF AND DAMAGES 1. Declaratory Relief/Injunctive

Relief 2. Accounting 3. Quantum Meruit 4. Unjust Enrichment 5. Breach of Contract 6. Promissory Estoppel

: r ~: . I Plaintiff TITUS TURNER SONGS, INC. ("Plaintiff'), by and through its

~I ~25 "~hdersigned counsel, hereby files this Complaint against TANGERINE MUSIC rc--; I 1:j

!U:L~2 .. 6 ,40RP. and BROADCAST MUSIC, INC. ("BMI") ("Defendants"), and alleges as

,_22J f~llows:

--~/}/

COMPLAINT

Parties, Jurisdiction, and Venue

2 1. Plaintiff TITUS TURNER SONGS, INC. is a corporation

3 incorporated under the laws of the State of Georgia, with its principal place of

4 business located at 313 Parducci Trail, College Park, GA 30349.

5 2. Upon information and belief, Defendant TANGERINE MUSIC 6 CORP. is a nonprofit, California corporation and has done business in the Central

7 District of the State of California at all times material hereto. 8

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3. On information and belief, Defendant BROADCAST MUSIC, INC. is

a foreign corporation with a registered office at 2710 GATEWAY OAKS DR STE

150N, SACRAMENTO, CA 95833 where Defendant through its registered agent,

CSC - LAWYERS INCORPORATING SERVICE, may be served. Defendant

13 BMI has been doing business in the Central District of the State of California at all

14 times material hereto.

15 4. One or more of Plaintiff's claims arise under the Copyright Laws of

16 the United States, as amended (17 U.S.C. § 101 et seq.). This Court has original

2

COMPLAINT

6. This action for declaratory judgment is proper and timely. An actual

2 case or controversy exists between the parties.

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4 FACTUAL BACKGROUND

5 7. In his early teens, Titus Turner, Sr. was recognized for his soul-

6 stirring singing and songwriting ability. Titus Turner, Sr. 's career spanned the

7 1950s and 1960s during which he enjoyed success as a solo artist with

8 compositions such as "We Told You Not To Marry" and "Living in Misery." But,

9 Titus Turner, Sr. perhaps is most renowned for his songs that were recorded by

10 other artists, the most famous of which were "Leave My Kitten Alone", covered by

11 The Beatles, Johnny Preston and Elvis Costello, and "Sticks and Stones", recorded

12 by Ray Charles in 1960.

13 8. Titus Turner, Sr. wrote and composed "Stick and Stones" (i.e., the

14 "Original Composition" or "The Work"). 15

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9. In 1960, Titus Turner, Sr. entered into an agreement ("Agreement")

with Tangerine Music Corp., a publishing company owned by Ray Charles,

wherein Titus Turner, Sr. assigned his rights to "Sticks and Stones" to Tangerine

Music Corp. in exchange for certain royalty payments.

10. Pursuant to the Agreement, Tangerine Music Corp., paid royalties to

Titus Turner, Sr. however, royalty payments stopped sometime after his death.

Exhibit A. 22

23 11. Titus Turner died on September 13, 1984. Titus Turner Jr., Tiberious

24 Turner, and Bonnie T. Turner are the only lawful heirs of Titus Turner, Sr. (the

25 "Heirs") and acquired ownership in "Stick and Stones." The Heirs assigned all of

26 their interest in "Stick and Stones" to Plaintiff Titus Turner Songs, Inc.

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3

COMPLAINT

1 12. Copyright registration (i.e., EU0000866742) for ~~Stick and Stones"

2 was obtained on February 1,1965. Renewal registration (Le., RE0000644918) for

3 EU0000866742 was obtained on December 16,1993.

4 13. Based on information and belief, Defendant Tangerine Music Corp.

5 has been collecting royalties for "Sticks and Stone" continually, even to the present 6 date. Defendant Tangerine Music Corp. is retaining the royalties for distribution to 7

the rightful owner of the royalties. Counsel (Ivan Hoffman) for Defendant 8

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Tangerine Music Corp. advised Plaintiff, on October 29,2012, that, "Until the

ownership of the rights to the composition are straightened out, my client cannot

pay anyone".

14. In November 2012, Plaintiff sent to Defendant copies of a Petition for

Letters of Administration listing all the heirs of Titus Turner, Sr.'s estates, the

14 Letters of Administration appointing Tiberious Turner as Administrator of the

15 estate of Titus Turner, Sr., and the copyright assignment to Titus Turner Songs,

16 Inc. signed by the Heirs.

17 15. "Sticks and Songs" is registered with BMI. BMI also has been

18 collecting royalties for "Sticks and Stones" and has been retaining some of the

19 royalties for distribution to the rightful owner of the royalties.

20 16. The Heirs entered into an agreement with BMI on or about January

21 30, 1995, wherein BMI agreed to pay all royalties that may become due on behalf

22 of Titus Turner, Sr. to Titus Turner Songs, Inc. Exhibit B.

23 17. There is no justifiable reason for Tangerine Music Corp. or BMI to be

24 withholding royalties from Titus Turner Songs, Inc.

25 III

26 III

27 III 28

4

COMPLAINT

1 FIRST CAUSE OF ACTION

2 DECLARATORY JUDGMENTIINJUNCTIVE RELIEF

3 18. Plaintiff reasserts and incorporates by reference the allegations

4 contained in Paragraphs 1 through 17 of its Complaint. 5 19. An actual and present controversy now exists between Plaintiff and

6 Defendants relating to the royalties owed and due to Plaintiff based on sales and 7

revenue derived from the Work. More specifically, there is an actual and present 8

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controversy as to whether the copyright in the Work is owned by Plaintiff.

20. Mr. Titus Turner was the predecessor-in-interest to Plaintiffs rights in

the Work. During his life, Mr. Titus Turner received royalty payments from

Defendants for sales and other commercial exploitation of the Work. Mr. Titus 12 13 Turner died on September 13, 1984. Subsequent to Mr. Titus Turner's death,

14 Plaintiff became the true and rightful owner of Mr. Titus Turner's rights in the

15 Work and thereafter has at all times remained the rightful and exclusive owner of

16 the copyrights in the Work.

17 21. Before and following the death of Mr. Titus Turner, Defendants have

18 collected, and continue to collect, certain revenues derived from commercial

19 exploitation of the Work. Defendants have confirmed that they have collected and

20 held certain royalties in connection with the Work and Plaintiff has made demands

21 of Defendants for such amounts. Defendants, however, have refused to pay

22 royalties to Plaintiff without a declaration of court.

23 22. Pursuant to the Federal Declaratory Judgment Act, 28 U.S.C. § 2201,

24 Plaintiff is entitled to a declaration of rights. 25

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23. Given the existence of the actual and present controversy as alleged,

Plaintiff requests that the parties' rights be adjudicated. Accordingly, Plaintiff

seeks ajudicial determination that (1) it is the rightful owner of the Work, (2) it is

the rightful owner of all rights and interests in the Work, and (3) that Defendants

5

COMPLAINT

are required to immediately tum over and pay to Plaintiff any unpaid royalties

2 derived in connection with the Work.

3 24. Plaintiff requests as well that the Court issue an order enjoining

4 Defendants from profiting from the Work unless and until Plaintiff is justly

5 compensated as the rightful owner of the Work, and an order enjoining Defendants 6 from retaining any royalties collected from third parties due to Plaintiff. 7

8 SECOND CAUSE OF ACTION

9 ACCOUNTING

10 25. Plaintiff reasserts and incorporates by reference the allegations

11 contained in Paragraphs 1 through 17 of its Complaint.

12 26. Upon information and belief, Defendants and each of them, are the

13 designated recipients of revenues derived from use of the Work, specifically

14 revenues generated from the commercial use of the Work or the underlying 15

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musical composition and sound recording. Defendants, and each of them, have a

statutory fiduciary duty to Plaintiff to pay mechanical royalties as well as an

affirmative duty to account for profit under the Copyright Act. Plaintiff is entitled

to receive its share of royalties and other revenue from Defendants.

27. Accordingly, Plaintiff is entitled to equitable relief by a court order

commanding said Defendants to provide an full and complete accounting of all

revenues from licensing, sales, public performance royalties, mechanical licenses, 22 23 synchronization licenses, and other commercial use or exploitation of the Work

24 (subject to audit) and commanding that Defendants pay to Plaintiff any and all

25 unpaid royalties or other revenue as may appear from such accounting.

26 28. Further, Plaintiff is entitled to a full accounting and disclosure of all

27 licenses, both exclusive and non-exclusive, granted by each and every Defendant

28 pertaining to the Work, and for an audited accounting of the total number of units

6 COMPLAINT

1 of the Work manufactured and/or downloaded by the public to determine the

2 proper amount of compulsory mechanical royalties owed to Plaintiff by statute.

3 29. As a proximate result and unavoidable consequence of Defendants'

4 protracted failure and refusal to account for or pay royalties owed to Plaintiff,

5 Plaintiff has necessarily and reasonably incurred and accrued costs and expenses in 6 reasonable, prudent and justified attempts to mitigate damages resulting therefrom, 7

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including attorneys' fees and costs, wherefore Plaintiff is entitled to an award of

special damages on account thereof in such sum as may accord with applicable law

and with proof at trial.

THIRD CAUSE OF ACTION

QUANTUM MERUIT

13 30. Plaintiff reasserts and incorporates by reference the allegations

14 contained in Paragraphs 1 through 17 of its Complaint.

15 31. By virtue of the revenue recipients that Defendants have obtained as a 16

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result of the Work, Plaintiff has conferred significant benefits on Defendants.

32. It is unjust, unconscionable and inequitable for Defendants to enjoy

the benefits derived from the Work in absence of appropriate compensation to

Plaintiff.

FOURTH CAUSE OF ACTION

22 UNJUST ENRICHMENT 23 (ON BEHALF OF PLAINTIFF AGAINST DEFENDANTS)

24 33. Plaintiff reasserts and incorporates by reference the allegations

25 contained in Paragraphs 1 through 17 of its Complaint.

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7

COMPLAINT

1 34. Defendants have unjustly retained the benefits of revenues derived

2 from the Work.

3 35. Defendants have unjustly failed to pay appropriate compensation to

4 the Plaintiff for the benefits they have received.

5 36. The retention of the benefits by Defendants violates the fundamental 6 principles of justice, equity, and good conscience. 7

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FIFTH CAUSE OF ACTION

BREACH OF CONTRACT

(ON BEHALF OF PLAINTIFF AGAINST DEFENDANTS)

11 37. Plaintiff reasserts and incorporates by reference the allegations

12 contained in Paragraphs 1 through 17 of its Complaint.

13 38. The rights and obligations of the parties are governed by the parties'

14 Agreement as set forth above.

15 39. Defendants has failed and refused to compensate Plaintiff pursuant to

16 the parties' agreement. 17

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40. Defendants' actions constitute breach of contract.

41. Plaintiff has been damaged by Defendants' breach.

SIXTH CAUSE OF ACTION

(PROMISSORY ESTOPPEL)

(ON BEHALF OF PLAINTIFF AGAINST DEFENDANTS)

23 42. Plaintiff realleges and incorporate each of the foregoing paragraphs as

24 though fully set forth herein.

25 III

26 III

27 III

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8 COMPLAINT

1 43. Defendants made promises to Plaintiff reasonably expecting to induce

2 action or forbearance, as Defendants promised Plaintiff that it would compensate

3 Plaintiff for use of the property and Work, which induced Plaintiff to grant and

4 give certain benefits to Defendants.

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44. Plaintiff reasonably relied on Defendants' representations. Injustice

can be avoided only through enforcement of the promise that Defendants made,

when they represented that they would compensate Plaintiff for use of his property.

45. As a result of Defendants' misconduct, Plaintiff has suffered and

continues to suffer substantial damages in a sum the exact amount and nature of

which exceeds the jurisdictional limits of this Court but is presently unknown to

Plaintiff, who will either seek leave to amend this complaint upon ascertaining 12

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such information, or will prove the same at trial

PRA YER FOR RELIEF

WHEREFORE, Plaintiff respectfully prays this Court enter appropriate

equitable remedies and judgment in its favor and against Defendants, in an amount

established by the proofs and additionally prays for relief as follows:

1.

2.

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trial by jury on all issues so triable as of right;

declaratory relief and injunctive relief;

a monetary award sufficient to correct and prevent any injustice 0

inequity, including, but not limited to, an award and/or disgorgement of an

23 royalties collected or held by Defendants in connection with the Work;

24 4. costs of this action, including interest and reasonable attorneys' fees;

25 and

26 5. such other and further relief as this Court deems just and fair.

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9

COMPLAINT

1 Demand For jury trial

2 The Plaintiff demands a trial by jury on all issues so triable as of right and plead

3 in this case.

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Respectfully submitted this 1 st day of November, 2013.

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8 DATED: November 1,2013

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TAFOYA & GARCIA LLP

David A. Garcia

Attorneys for Plaintiff Titus Turner Songs, Inc.

10 COMPLAINT

EXHIBIT "A"

POPULAR SONGWRrr1 ~~-------------------

.hGREBMBNT made this d'!.yof 19 (c bet

-;:;;~ t) ~" )' I -~}C F)? /v ~ I ;:~ (hereinafter called "Publlshei"), and

,.1@0. _ _A'\~'!/Y York 19, . .N.~ / I" 0 r-uJ.i' J.,L~ 'f ;( ".J ::; / .-:; .!

jointly and/or sevetaUy, (hereinafter called "WtIrer(s)");

WITNESSETH: In consideration of the agreement herein contained and of the awn of One ('1.00) Dollar and other good and valuable COlUldt1'&t.ion

In hand pald by the Publisher to the Wrlter(s), s:ea:lpt of which Is hereby acknowtedsed, the partlea agree as follows: "

1. The Wtiter(.} hereby sells, assigns, transfers and deliveu to the Publisher, its successors and assigns, a certain heretofore unpubliahed original musical composition, written and/or composed by the above nlUJ1ed writer (.), DOW entitled:

includlns the title, words and mUllic, and all copytlsbts thereof, including but not limIted to the copyright registration thereof No. and all rlshtll, claims andAemands i':1 any wa., reladosthF~, and the excllJlive right to secure copyright themn throughout the entlre wodl and "! .....• I!a .. y8 ..•. -.alld. _to ..•. hol4~tlie.,t~repy._ ds~~~,n,c!A!t iWttllof whatsoevetnature now and h~teafte .. r tbereu. nde .. f emdng. and/.or existlns unde.

--"-~~:n~ ..... nr 1r~.1 '.n. feI 'fe1W.. ." .... tn .......... · fOi and .. during. the .. ful.1 term.s of aU. sa .. id (Opyrl8hrs ... _ InSQ1lfl4..emlon of _the. ~ent herein conta.m"" ....... "f!1e'adCUticmIl .. '\Wliof<i)nlif-=tft-.OQ)~_~Uar-III1d,...ather good and valuable COI1Sjdeta~on In haiir peid bi die Publlsher to the Writer(.), receJ.Pt of whidi i. hetebyacknowledged. the Wtlter(a) heie'bYRtls,'assigns,trIIlUkt,,,,ddd:m:n-tothe Publisher. Ie. IU!lIlI!&IDD .. ' and ass~\ aU «newa1s and extenslo.u of the copyrights of llid mUllicalcomposition (,) to which ~ WrlruG.) INY _be entitled h"I'Hfter. and all tegJStratiollS rightll of any IIna every nature now arid hereafter dletCUiider dn& for the fIlll terms of all II1cb renewals lind extellSiollS ....

2. .1'be WrIter(.) hereby watrants that the said composition is his sole, exclusive wock, lind that he has full tight and power to make the ~~in agreement, and that there exist no adverse cWms to or In the said composition.

3 •. I'he Writer(a) hereby watrant(.) that the foregoing musical composition is new and original and does not infrlnge anj' other copJrlshtedi'fwork and has been created by the loint collaboration of the W titers named herein and that said compodtlon, including the title,

, words and music thereof, bas been, un1eu herein otherwise specifically noted, the result of the joint elIortB of all the undersigned Writers Nld IIot by way of any independent or separable aaivity by auy of the Writers.

-----

4. In COIlslderation of this IIgreement, the PubUsher agrees to pay the Wdter(a) as foUows:

(II) The sum of, ;- paid to the Wtlter(e) (folntly in equal abates) as " seneral advance asaJnst the royaltlea and other paymentll Keretofote and hereafter payable to tne Wrlter{.) by the Publisher, Its associated corporstlons, and to be recouped therefrom;

(b) In respect of teSUW plano copies sold and paid for at wholesale In the United States of America, royaltiea of cents per copy;

(c) A royalty of 0"3 cents per copy of dance orchestrations thereof sold and paid for in the United States of America; I

(d) A royalty of • -(C> % (In no case however less than3;·1I3%joiudy) of all net eatnedsums received by the I!ubllshcr in respect of regu&r piano copies and/or orchestrations thereof S()!d al1d~dt()r in any foreign country.

: (-ir· In ftspectof nrim.~~-> '~"I9~tltAto be paid to the Wrltet(.) ',haU be On the wne ....u.,.t~,· .._l,i:;~_"~;;:.~"',

_AoI-iimo'· unt e(lWll_JO '. ..;..., • ~3 th:l~'~3·1I3%;'R,-.- .;": .-_. ..' ~. ~ • .,..-;.-.. actually retained by the""Jfublis .; \.'. pIJoti-oSl'llph·,recofd. and orher ;>arts of ir •••• 1llllents

to mechanically. reproduce said composition; •

(h) Jhcept as herein exprculy provided, no other royaltie., shall be paid with respect to the said compo,ltion.

,. It ls undmtood and agreed by; and ~~n @l1 the partles hereto that .11 'sums hereunder payabJi jointly t'l the Writer(a) .hall be pald to and divided amongst them res~vely as'loUows:

~'~+< ,.r ~ '\. ' Name: --, '\. .... , .li::Jr Shares:

......,,-- 'L --.-- . .......... I ... /;.:L .. l.~;,:$. ......... /.:ZI..):; .. ::7.;f..t:.:.(. ...................... i;: ........................... -...................... ; ...• O'!-' .. ... :/ao..,% ............................. .

..... t." I.,. u., "Ht Of ...... "' U .... ,.~~~ ........... " u .......... H' 'u~". tu. n •• I ........ ' H ••••••••••• , I.H •••••••••••••• IoU •••••• II ......... " H H ' •

.... HH.U ••••••••••• U .................... u ........... u ....... un ........ t ..... HH ••••••••• ~H ........... ".· ....... "H ........ ".nunnn ... ~u •••• J

...... Ut ... , •• " ..... U .......... iil .............. U ........ h.H.* ••• U.1 •••• H ....................................... n.uu .......... u ....... U •••••••• ,)

.h ••••••••••••••• H ....... I ••• h.~ .. ~.+H .... U ..... U ••••• ~ .......... H •••••••••••• ~.H ••••••• u ••••••••••••• H ................. U.H .................... ,

and Dot by way ot any llldependent or 2rable actiVity by any ot tile W rlrers. i.J 4. In comideration of thi. q.reement, the Publisher agree. to pay the Wtiter(s) as follows:

(a) The sum of, / - paid to the Wtlrer(s) (Jointly in equal abates) as a general advance against the royalties and other paymenta Ketetofore and hereafter payable to !lie Wrlter(s) by the Publisher, Ita aslOCiated corporation" and to be recouped therefrom;

(b) In mpect of regula.r plano copies .old and paid lor at wholesale in the United Stares of Ameda., royalties of cents per COPYi

(c) A royalty of 0"3 centa per copy of dance orchesUlldoll4 thereof sold lind paid for in the United Stare. 01 America; I

(d) A royalty of • 5'0 % (in no case however less than 3~.1/ }lub1l3~eI In respect ofregUIBrpiano copiea and/ otorchestratioDS thereof s<~id

;; <i<"}':)~~i~~c'ln ,~pect ~( .old and' ·lIhatl.be:on·th~.·aame rrJy,:,qitPll~,II.\ .. Mlpn.."

eqU4l~o ""'''' _«IV!!!]. actually ~ined by the~blis'

-- $Crving to mechanlcaUy~ repllXiuce said composit1on~

01 all net earned.sum~ w:eived by the in any foreign coiifttry.

be peJd to the Wrlter(.)

. r <~. :it m'nea proceelB " pl;.).ti(]'BfSlphirecords and other ')lUII of instrumenh

(h) Except as herein =pressly provided, no other foy.lt:i~shall be 'pai~ with' respect to the said compt»ldon.

,. It J. understood and agreed ~ and ~een tll the parries hereto that all sums hereunder payable ioli'ltlt."1 the. Writer(s) .haIl be peJd to and divided anlQpast~? tesptctIv{'y.!' as:tU"f': . ' NIlIlIe: '~"""'''0 Sharet:

-- 'it' --::- ,,' / .... ''': =/~ . '" ,,'?'I / 1';. ,,~ •..•...•.. ,r. ... .;.....·v,.irl ........ ;r .. ;.ar;.r. .•••• " ..• " ....... · ....... , ............ ,." ......................... · ........... W .. A· ... ·; .... ,

././\t:rp/ '~;··'lj:,/I.'.l! ... y.·(). .... ·· .... ····· .... · .... , .. · ..

.. ~H.tU ...... "U~.~ .. U ... f" ... U .... U ... H~ ........ n.'H.h ..... ' •• u.U .. Ht ......... ·u.y ....... h .......... u ..... u ......... u ... UH •••••• , ••• """'1

............ " ••••••• Uto ................. U .... ., •• H •• H ...... 'U ..... u .......................................... u.u ...... uu •• 'Ut.H'.HU.H .. H .... '

........ U.IIHHU' ... U .... '.'>.UH.~ ............ H.H~H •••••••••• f ....... ~· ••• I ........... H ........ u ................. UUI .. u .. UUU •• f ..... u .......... , ................ Iun.~ ....... u ••••• u ............... .

•• h .... U ... H ••• Ht .. ulnt ...... u ......... u ...... u.u •• u .......... n ...................... ., ........ u ..... HH ................................. H ••••• ~ .U ........... U· ...... • •••• " .......... ~ ........ H .... "

6. The Pl1blbhef sbaJl render the Wdter(s), as ahove, on or before each August Uth covering the six months end1ns June 30th; and each PebtlW'}' I,th coveting the .Ix months ending December 31st, royalty statements accompanied by remittance lor any royaltles due thereunder.

7. The PublIJher agrees to callJC to be made photOStat copies or professional copies for professional llJC of tald composition wdtten aiz month. ftom the date hereofj and to disuibute the lIIIIIle to btoadCIIIJt licelllees and others in order to encourage the public perfotmance thereof. In the event that the PUblisher determines that subsequent public demand lor such comPQaitlon has been aeated, the Publisher agrees to publish such comPQsition in .aleable form. ShQuld the Publisher fatl to publish such composltlon'-in either the aforementioned photostat or professional form within the period ahove set forrh, the Writer(s) sole right shall be to demand the return of .uch composition, by delivering to the Publisher a wtitten demand therefor by registered mall return receipt requested. whereupon the Publisher sball have .Ix months from tbe date of the delivery to It of such written notice to publish' such comPQsition In either the aforementioned photostat or professlollal form. If the Publisher then does not comply with. the foregoing. It shall, uPQn aimlla.r written request delivered to It as afore­mentloned, te-assi~ all of Its t1ghta hereunder to the Wrltei(.), mervlns only such forci,gn rights which It may have theretofore graoted to any forci,gn P1J~lhhers. without any llllblllry cxilts PItt to the W dter (.) except only the obUgation to Ply royalties as herein provided for IUch foreign' usei. An)'thiilg to the contrary notwithstandlng~ nothing contained In this agreement .hall prevent the Publisher ftoiD aut1lOr.

-,",,-~crs, IlSflICS 8i'ld representadv,'" In the United States and In foreign countries from exetclaiQ8 publication and other ri8bts 1n laid -'~.lOJ!!!!Lb;>JSl .. p.tt;."ided that the PubUsl'ct shall pay the Wrlter(s) the ro}'llitles herein provldf~.

-._-- -~~~ -~-~- ---

c

'~';Jt ~ho F1a!'. 01'011 wlltten l:QUest therefore, have access co all recorda of ~ u. • Cu,' ~ of 'ferifylo,g royalty .tatementl hereunder.

_.e Wciter(.' ~li.!; "" adaptatloll4, a:-amatizatiool, transpositions, editing lind artangementl of aaid ., and the setting 0_ Ots to &-1;. _ vf mwlc to the wor(b, 'lind the clwlge of tide as the Publishet deems deBitable. In

•• t that the composldon cov 'd- l the mu,jc"'nent is an instrumental con..:oosltlon, then and in IUch event, the Writer(.) hez:eby ..ably gtants to the Publll:ber ~ bj this 1Igl't'e. .Ive right and privilege to Olu;e to have Iyela written for such composition by a 'IIriter

-hen designated by the '0 ~ and Q l ,11 require onl, the approval of .~ Publisher, whereupon the Writer(s) shall be en-only one-haU of the. 'W1:Ucb 1,1'1,.,. :,l1lpt?vided in th1s agreement. The ~:iter(') he~by waives an, and all dslms which

,'e or may have agaInst H.her and/or Its associated, alIiliated and subsidiary COt.lloratlon3 b, reason of the fact that the title ';nla;,'. ,'mpositJon may be the same or similar to that Many mus l (1\1 composition or compositions heretofore or hereafter acquired by the Pub­Usher ... d/or itl associated, aflillatc<i...A!1d subsidiary cot~oration8. rhe Wrlter(s) COlltents to the use c,r bls (their) n8tlle and likeness and the tilil! t..l the said composition on the music. folios, :ecordlo,gs, performances, player rolia and in con.lection with publlclty and advertlalng COIIC<lrnint the Publlsbet, iu SUCceUOfS, assigns and liCl'!iISeeS, and said composition, and asrees that the use of. such name, likeneas and title mlf commence prior co publication and may continue so long as the Publisher shall own and/or exetclse any t1ghtl In said composldon.

10. Written demands and notices other than royalty sllltements provided for herein shall be sent b, registered mail.

U. Any legal action brought b, the Publisher against any alleged infringer of said composition shall be initiated and prosecuted at the Pub'j$ber's sole expense, and of allY recovery made by it 8$ a result thez:eof, after deduction of all die expenses of the litigation, a sum cqUIII to thirty-tbteeand one-tbird{B-l/..3) per cent shall be paid to the W dter (s).

(a) If a claim is ptellented spinst the Publisher in respect of said composition, and becawe thereof the Publisher is jeop. arah.cd, it shall theteupon tlCne written notice upon the Writer(s), containing the full detaIls of such claim known to the Publlsher and thereaftel undl the claim has been adjudicated Or settled shall hold any moneys coming due the Welter(s) in troSt pending the outcome of such claim or claims. The Publlsber sball have the right to settle or otherwise dIspose of such dsims in any manner as it in ItS sole discre­don may decerm.lne. In the event of any recovery against the Publiaber, either by way of judgment or settlement, all of the costs. charges, disbursement, attorney fees and the 8tlIount of the judgment or Jettlement, ma, be deducted by the Publisher from any and all royaitlea or other paymenu theretofore or thereafter payable to the Welter(s) by the Publisher or by its assodsted, affiliated, or sllb~ldlllrv corpotttt/OllJ.

(b.)-, Ftom and after the setvlce of summons in a sult for Infringement filed agaiost the Publisher with cea~ to Itld compo­sidon, any and all payments thereafter coming due to the Writer(.) shall be held b.1' the Publli.', her. In, .t,ro, st until '~,he aultbas., ,been adjudicated and then be disbucaCd accordingly, unleas the Welter(s) shall elect to'lile,.an a!:CCptable bond 1n we ,jum ~f., patme'l.tt. 'in which event the aums shall be paid to the Welter(s). ~ -, '..' ,_......

12. "Writer" as used herein ahaD be deemed to include all auchon and composen sitlnlng thl. agz:ectnent.

U. The Writel'(I), each for hhnself. hereby ilcevoa.bly constitute and appoint the Publi.&er or an, of Ita omcees, dirertots. or genetal manager, hi. (their) attorney and representative, In the name(s) Qf the_,,:W:dtet(I)"~oL~~J..!X ilL t~ sine~'t of tho P"!'''t "rj"- -successors and assiBns, Cd make, lign, eucute, acknowledge and deliver anY' and 0.11 instlWnenu Wmen -may be e ra e or necessary n 0 er to tll'.t~P.D~.tnu=-uo:trllml·8$s.igiy.:all:r. QL~e !I~u. hl1reina~ve re£erred to.

··-T4. -"T!iePiilillifi« shatt-bavc 1:ho eight (0 sell, IlssiBll, tcaoafer, license or otherwise dispose of any of its rights In whole or in part under this agreement to any petlon, .firm or corporation, but said disposition shall-nm-aih:cc- the rigbt of the Writer(s) to the royaities hereinabove set forth.

U. This agreement shaU be construed only under the laws of the State of New York. If any part of this agreement shall he invalid or unenforceable, it .hall not affect the validity of the balance of this agreement.

16. This agreemeat shall be binding upon and shall inure to the benent of the respectl ve parties hereto, their respective auc­catOtl in interest, .IegaJ. representatIves tnd 8SS181l1, and represents the entire understanding betWeen the partIes.

17. The recording of the composition ahall avoid an, recapture rights in the writer(s), anything hereinabove contained which may be construed to the colltraty notwithstanding.

18. The Publisher ,hall have the right In its sole disctetion to advance mone,s for advertising and promotion, and charge 110' more than ,0% of the WIle to the writet(s)' lOyalties whIch mlly become due heteunder.

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EXHIB IT "B"

Titus Turner, Jr. Tiberious Turner Bonnie T. Turner clo Titus Turner Songs, Inc. 2170 Bent Creek Way, S.W. Suite 402 Atlanta, GA 30311

January 30, 1995

Re; Bstate of Titus Turner Titus Turner Songs

Dear Messrs. Turner and Ms. Turner:

This will confirm our understanding as follows:

We are entering into agreements annexed hereto as Exhibits ItA" and tBtl (herein called the Itbasic agreements") in reliance upon the following warranties and representations:

1. You warrant and represent:

<a) that Titus Turner, the decedent, died intestate and a resident of the State of Georgia on September 13, 1984; and

(b) that you are the children of the decedent; and

(c) that Letters of Administration, dated May 16, 1985, had been granted to Titus Turner, Jr. by the Probate Court of Fulton County, Georgia; and

(d) that Letters of Dismission of Titus Turner, Jr. as administrator, June 20, 1991, were issued by the Probate Court of Fulton County, Georgia, and that the estate is now closedj and

(e) that together you acquired ownership and control all of the rights granted to SMI pursuant to the basic agreements with respect to all works which are embraced by the respective basic agreements; and

(f) that each of you has assigned, by written instrument, all of your rights and interests in said basic agreements to Titus Turner Songs, Inc., a corporation organized and existing under the laws of the state of Georgia; and

320 Wesl571h Street, New Yorl<, New York 10019 (212) 586·2000 Tetex; 127823

I

January 30, 1995 Page Two

(g) that each of you requests that BMI pay all royalties, which otherwise would be payable to each of you as heirs of the decedent, directly to Titus Turner Songs, Inc.

(h) that all debts, taxes, and expenses of any kind which are due, or might become due, on behalf of the decedent or his estate have been or will be paid.

2. The basic agreements shall be deemed to contain the following additions and modifications:

(a) With regard to Exhibit "A"

(i) Wherever applicable the word "you" or any derivative thereof shall be deemed to refer to Titus Turner.

(ii) In paragraph l(a) the word "period" shall mean the term' from January 1, 1995, and ending December 31, 1996, and continuing thereafter for additional terms of two (2) years each unless terminated by either party by the end of said initial term or any additional term upon notice by registered or certified mail not more than six months or less than three (3) months prior to the end of any such term.

(iii) Sub-paragraph (b) (i) of Paragraph 1 shall be deemed deleted.

(iv) Paragraph 12 shall be deemed deleted.

(b) With regard to Exhibit liB"

In Paragraph numbered FIRST: the word IIper iod" shall mean the term from January 1, 1995, to December 31, 1999, and continuing thereafter for additional terms of five (5) years each unless terminated by either party by the end of said initial term or any additional term upon notice by registered or certified mail not more than six (6) months or less than three (3) months prior to the end of any such term.

January 30, 1995 Page Three

3. It is agreed that said Exhibits "All and liB" shall together constitute the "basic agreements" between us, the dates of which shall be deemed to be January 29, 1995.

4. The respective basic agreements, as of their effective dates, shall cancel and supersede the agreements between Titus Turner and BMI dated November 27, 1967, and between Sadie P. Turner doing business as Sadie Music Co. and BMI dated October 1, 1958, and all modifications thereof. All works embraced by each of said agreements shall be deemed included in its respective basic agreement.

5. Upon execution hereof, BMI agrees to release to Titus Turner Songs, Inc., any and all royalties which may become due on behalf of the decedent under the terms of the basic agreements.

6. In consideration of the foregoing, you agree, jointly and severally, to indemnify, save and hold BMI free and harmless from and against any and all claims, actions, demands, recoveries and judgments of any and all creditors, heirs, assignees or successors of the decedent in connection with aforesaid agreements dated November 27, 1967, and October 1, 1958, and any modifications thereof or any payments to you under said agreements and the basic agreements by virtue of your warranties and representations contained herein.

Very truly yours,

ACCEPTBD AND AGRBBD TO:

d~ ~)L4A61\ Titus, Turner, Jr.

ji..t.u1J.,~ '<it ll/yV>2 Tiberious Turner

I3MIAuj ;). .::J tl1 .. A't.e.(, Bonnie T. Turner

58-2021823 Tax Number of Titus Turner Songs 1 Inc.

Exhibit II At!

BHI BMI • 320 West 51th Street, New York, NY 10019-3190 • 212-586-2000 • FAX 212-245-8986

Dear

The following shall constitute the agreement between us:

1. As uscd in this agreement:

Date

(a) Thc word "Period" shall mean the term from to , and continuing thereafter for additional terms of two years each unless terminated by either party at the end of said Initial term or any additional term, upon notice by registered or certified mall not more than six (6) months or less than three (3) months prior to the end of any such term.

(b) The words IIWork" or "Works" shall mean:

(I) AU musical compositions (IncludIng the musical segments and ludlvldual compositions written for II dramatic or dramlltlco-musleal work) composed hy you alone or with one or more co-wrlters during the Period; and

(Ii) All musical compositions (Including the musical segments and IndIvidual compositions written for a dramatic or dramatlco-muslcal work) composed by you alone or with one or more co-wrltel'll prior to the Period, except those In which there Is an outstandiug grant of the right of public performance to a person other than a publisher affilintcd with BM!,

2. You agree that:

(a) Within ten (10) days after the execution of this agreement you wOI furnish to us II completed clearance form available in blank from us with respect to eacb Work heretofore composed by you which has been pabllshed in printed copies or recorded commercially or synchronized commerelally with film or tape or which Is being currently performed or which you consider as likely to be performed.

(b) In each Instance that a Work for which a clearance form has not been submitted to us pursuant to sub-paragrapb 2(a) Is published in printed copies or rceorded commercially or In synchronization with film or tape or Is considered by you as likely to be performed, whether such Work is composed prior to the execution oC this agreement 01' hereafter during the Period, you will promptly furnish to as II completed clearance form with respect to each such Work.

(c) If requested by us In writing, you wiU promptly furnish to us a legible lead sheet or other written or printed copy ora Work,

3. The submission of each clearance form pursuant to paragraph 2 shall constitute a warranty and representation by YOIl that all of the information contained thereon Is true and correct and that no performing rights In such Work have been granted to or reserved by others except as specifically set forth therein In connection with Works heretofore written or co-written by you.

4. Except ItS otherwise provided herein, you herehy grant to us for the Period:

(a) AU the rights that you own or acquire publicly to perform, lind to licen~e olhers to perform, anywhere In the world, any part or all of the Works,

(b) The non-exclusive right to record, and to license otbers to record, any part or aU of any of the Works on electrlclIl transcriptions, wire, tape, IiIm or otherwise, but only for the purpose of performing such Work publicly by means of radio and television or for archive or audition purposcs. This rigbt does not Inelude rceol'dlng for the purpose of sale to the public or for the purpose of synchronization (i) with motion pictures intended primarily for theatrical exhibition or (II) with program!! distributed by meallll of syndication to broadcasting stations, cable systems or other similar distribution outlets.

(c) The non-exeluslve rlgbt to adapt or arl'anlle any part or all of any of the Works for performance purposes, and to llcense others to do so.

5, Notwithstanding the provisions of sub-paragraph 4(a):

(a) The rights granted to us by sub-paragraph 4(a) shall not Include the rigbt to perform or license the performance of more than one song or aria from a dramatic or dramatico-musical work which is an opera, operetta or musical show or more thon

< -

I1ve (5) minutes from a dramatle or dramatlco-muslcal work which Is a ballet, If such pcrformance is accompanied by the dramatic action, costumes or scenery of that dramatic or dramatlco-muslcal work.

(b) You, together witb all tbe publishers and your co-writers, If 8ny, shall have the right jointly, by written notice to us, to exclude from the grant made by sub-paragraph 4(a) performances of Works comprising more than thirty (30) minutes of a dramatic or dramatlco-muslcal work, but this right shall not apply to such performances from (I) a score originally written for or performed as part of a theatrical or television film, (II) a score originally written for or pcrtormed as part of a radio or television program, or (III) the original cast, sound track or similar album of II dramatic or dramatlco-muslcal work.

(c) You, the publishers and/or your co-writers, If any, retain the right to issue non-exclusive Ocense! for performances of a Work or Works In the United States, its territories and possessions (other tban to anotber performing rights licensing organization), provided that within ten (10) days of the Issuance of such license we are given written notice tbereof and a Copy of the license is supplied to us.

6. (a) As rull consideration ror alt rights granted to us hereunder and as security tberefor, we agree to pay to you, witb respect to each of the Works in which ,,'e obtain and retain perrorming rlgbts during the Period:

(I) For radio and television performances of a Work in the United States, Its territories and possessions, amounts calculated pursuant to our then current standard practices upon tbe basis of the then current performance rates generally paid by us to our alTillated writers for similar performances of slmUar compositions. The number of pcrformances for which you shaD be entitled to payment shall be estimated by us In accordance with our then current system of computing the number of such performances.

You acknowledge that we license performances of the Works of our affiliates by means other than on radio and television, but that unless and until such time as metbods are adopted ror tabulation of such performances, payment will be based solely on performances in tbose mcdla and locations then currently surveyed. In the event that during the Period we shall establish a system of separate payment for performances by means other than radio and television, we shall pay you upon the basis of the then current performance mtes generally paid by us to our otber afflllated writers for similar performances of similar compositions.

(II) In the case of a Work composed by you with one or more co-writers, the sum payable to yon hereunder shall be a pro rata share, determined on tbe basis of the number of co-writers, unless you sllall bave transmItted to us a copy of an agreement between you and your eo-writers providing for a dlfferent divisIon of payment.

(UI) Monies received by us from any performing rights Iiceusing organization outside of the United States, Its territories and possesslon~, which are designated by such performing rights licensing organizatlun as the author's share of foreign performance royalties earned by your Works after the deduction of our then current handling chnrge applicable to our affiliated writers and In accordance with our then current standard practices of payment for such performances.

(b) Notwithstanding tile provisions of sub-paragraph 6(n), we sball bave no obligation to make payment hereunder witb respect to (I) any performance of a Work which occurs prior to the datc on which we have received from you all of the Information and material with respect to such Work which is referred to In paragraphs 2 and 3, or (ii) any performance of a Work as to which a direct license as described In sub-paragraph 5(c) has becn granted by you, your co-writers, If any, or the publishers, or (Ill) any performance for which no license fce shall be colleeted by us, or (iv) Hny performance of a Work which you claim was eltber omitted from or miscalculated on II royalty statement and for whlcb we shall not have received written notice from you of such claimed omission or miscalculation within nine (9) months of the date of such statement.

7. In accordance with our then current standard practices, we will furnish periodic statements to you during each year of the Period showing tbe monle., due pursuant to sub-paragraph 6(a). F..ach sucb statement sball be accumpanled by payment of the sum thereby shown to he due you, subject to all proper deductions, If any, for taxes, advances or amounts due BMI from you.

8. (a) Nothing In tbls agreement requires us to continue to license the Works subsequent to the termination of tbis agreement. In tbe event tbat we continue to license your Interest In any Work, however, we sball continue to make paynaents to you for such Work for so long as yOu do not make or purport to make directly or Indirectly any grant of performing rlgbts In sucb Work to any otber licensing organization. Tbe amounts of such payments shall be calculated pursuant to our then current standard practlees upon the basis of tbe then current performance rates generally paid by us to our affiliated writers for slmUar performance$ of similar compositions. You agree to notify us by registered or certified mall uf any grant or purported grant by you directly or Indirectly of performing rights to any other performing rights organization within ten (10) days from the making of such grant or purported grant and If you fall so to inform us thereof and we make payments to you for any period after the making of any sucb grant or porported grant, you agree to repay to us all amounts 80 paid by us promptly with or wltbout demand by us. In addition, If we Inquire of you by registered or certified mall, addres.~ed to your last known addre.~s, whether you have made any sucb grant or purported grant and you fail to confirm to us by registered or certified mall within thirty (30) day~ of the mailing of such Inquiry that you have not made any such grant or purported grant, we may, f\'Om lind after such date, discontinue making any payments to you.

(b) Our obligation to continue payment to you after the termination of this agreement for performances outside of the United States, its tcrrltorles and possessions, of Works wblch 8M! continues to license after such termination shall be dependent IJpon our receipt In tlte United States o£payments designated by foreign performing rights organizations as the author's share of foreign performance royalties earned by your Works. Payment of such foreign royalties shall be subject to deduetlon of our then current handling charge applicable to our affiliated writers and sball be In accordance with our then current standard practices of payment for such performances.

...

-"""---,----,--

(c) In the event that we have reason to believe that you will receive, arc entitled to receive, or are receiving payment from a perCorming rights licensing organization other than BMI for or hased on United States perfornlances of one or more of YOIII' Works during a period when such Works were licensed hy us pursuant to this agreement. we shall have the right to withhold payment for such performances from you until receipt of evidence satisfactory to us tbat you were not or will not be so paid by such other organization. rn the event tbat you wel'e or wiU be so paid or do not supply such evidence within eighteen (18) months from the date of our request tberefor, we shaH be under no ohligation to make any payment to you for performance.~ of sucb Works during sucb period.

9. In the event tbat tbls agreement shall terminate at a time when, aftel' crediting all earnings reflected by statements rendered to you prior to tbe effective dute of sucb termination, there remains an unearned balance of advances paid to you by us, such termination shall not be effective until the close of tbe ealendal' quarterly period during which (a) you shaH rcpay such unearned balance of advances, or (b) you shall notlfy us hy registered or certified mall tbat you have received a statement rendered by us at our normal accounting time sbowlng tbat such unearned balance of advances has heen fully recouped by us.

10. You warrant and represent that you have the right to enter Into (bls agreement; that you are nnt hound by any prior commitments which conOid with your commitments hereunder; that each of tbe Works, composed by you alone or with one or more co-writers, is original; and that exercise of the rights granted by you herein will not constitute an infringement of copyright or violation of any otber rIght of, or unfair competition with, any person, firm or corporation. You agree to Indemnify and hold harmless Uli, our licensees, the advertisers of our licensees and their respective agents, servants lind employees from and against any and all 1088 or damage resulting from any claim of whatever nature arising from or III connection with tbe exercise of any of the rights granted by you in this agreement. Upon notillcation to us or any of tbe other parties hereIn Indemnified of II claim with respect to any of the Works, we shall have the right to exclude such Work from this agreement and/or to witbhold payment of all sums whIch become due pursuant to tbls agreement or ony modification thereof until receipt of satisfactory written evidence that such claim has been withdrawn, settled or adjudicated,

11. (a) We sball ha\'e tbe rlgbt, upon written notice to you, to exclude from this ogrcement, at any time, any Work which In our opinion is similar to a prevlollsly exll.tlng composition and might constitute II copyright Infringement, or has Il title or music or lyric similar to tbat of a previously existing composition Ilnd might lead to a claim of IInfalr competition.

(b) In the case of Works wbieh In our opinion are based on compositions in the puhlle domain, we shall have tbe right, upon written notice to you, either (I) to exclude any sucb Work from thl8 agreement, or (Il) to c1assiCy any sneh Work as entitled to receive only a fraeUon of the full credit that would otherwise be given for performance8 thereof,

(c) In the event that IIny Work is excluded from tbls agreement pursuant to paragraph 10 or sub-paragraph 11(a) or (b), all rights In such Work shall automatically revert to you ten (10) days after tbe date of our notice to you ot' such exclusion. In the event that II Work is elllssltled for less than rllil credit under sub-paragraph 1I(b)(II), you shall have tbe right, by giving notice to us, within ten (10) days after the date of our notice advising you or the credit allocated to the Work, to terminate our rights therein, and all righl~ In such Work shall thereupon revert to you.

12. In each Instance that you w['lte, or arc employed or comntlssioned by II motion picture producer to write, during the Period, all or part or the score of a motion picture Intended primarily for exhibition In theaters, or by the producer of a musical show or revue for the legitimate stage to write, during tbe Period, 1111 or part of the musical compositions contained therein, we IIgree, on request, to advise the producer of the mm that such part or the score liN is written by you mllY be performed as part or tbe exhibition of said mm In theaters In tbe United States, Its territories and possessions, without compensation to us, or to tbe producer of the musical show 01' revue that your compositions embodied therein may be performed on the stage \I'ltb living artists liS part of such musical show or revue, without compensation to us. In the event tbat we notify you that we hllve established a system for the collection of royalties for performance of the scores of motion picture films in theaten In the United States, its territories lind possessions, we shall no longer be ohllgated to take sucb action with respect to motion picture scores.

13. You make, constitute and appoint us, or our nominee, your true and lawful attorney, Irrevocably during the Period, in our name or that of our nominee, or III your name, or otberwise, In our soleJudgmcnt, to do allllets, take 1111 proceedings, execute, acknowledge and deliver any lind all Insll'umenls, papers, documents, process or pleading.~ that, in our sole judgment, may be necessary, proper or expedient to restrain infringement or lind/or 10 enforce lind protect the rights granted by you hereunder, lind to recover damages In respect to or for the Infringement or othel' violatloll of said rights, and In our sole Judgment to join you andlor others In wbose names the copyrlgbts to any of the Works may stand; to discontinue, compromise or refer to nrbitration, any such actions or proceedings or to make any other disposition of the disputes in relation to the Works, provided that any action or proceeding commenced by us pursuant to the provisions of this paragraph shall be at our sole expense and for our sole benefit. Notwithstanding the foregoing, notbing in this paragraph J3 requires us to take any proceeding or otiler action against IIny person, firm, partnership or otber entity or any writer or publisher, wbether or not affiliated with us, who you claim may be Infringing your Worb or otherwise violating the rlgbts granted by you hereunder, III addition, you understand and IIgree that the licensing by us of any musical compositions which you claim may be Infringing your Works or otherwise violating the rights granted by you hereunder, shall not constitute lin Infringement of your Works on our part.

14. BI\-U shall have the right, in its sole discretion, to terminate thl~ agreement on at Icast thirty (30) days' notice by registered or certltled malilC you, your agents, employecs or representatives, directly or Indirectly, stlilcit or accept payment from writers for composing music for lyrics or writing lyrics to music or (or reviewing, publishing, pl'omoting, recording or rendering other services connected with the exploitation of any composltilln, or permit use of your name or your affiliation with us In connection with any of the foregoing, In tbe event of such termination no payments sball be due to YOIl pursuant to paragraph 8.

IS. No monies due or to become due to you sball be assignable, whether by \'fay of assignment, sale or power granted to an IIttorney-ln-fllct, without our prior written consent. If any assignment of such monies Is made hy you without such prior wrItten consent, no right~ or any kind against us will be acquired by the assignee, pUl'chaser or attorney-In-Cact.

------------_ .. ------_._---------

16. In the event that during the Period (a) mall addressed to you at the last address furnished by you pursuant to paragraph 20 shall be returned by the post omce, or (b) monies shall not have been earned by you pursuant to paragraph 6 for a period of two consecutive years or more, or (c) you shall die, BMI shall have the right to terminate thL~ agreement on at least thirty (30) days' notlee by registered or certified malladdressed to the last address furnished by you pursuant to paragraph 20 and, In the elise of your death. to the representative of your estate, If known to BMI. In the event of such termination no payments shall be due to you pursuant to paragraph 8.

17. You acknowledge that the rights obtained by you pursuant to this agreement constitute rights to payment of money and that during the Period we shall hold title to the performing rights granted to \IS hereunder. In the event that during the Period you shall file a petition In bankruptcy, such a petition shall be flied against you, you shall make an assignment for the benem of creditors, you shall consent to the appointment of a receiver or trustee for all or part of your property, or you shall Institute or shaD have instituted against you any other Insolvency proceeding under the United States bankruptcy laws or any other applicable law, we shall retain title to the performing rights In all Works the rights to which are granted to us hereunder and shall subrogate your trustee in bankruptcy or receiver and any subse!luent purc.hasers from them to your right to payment of money for said Works In accordance with the terms and conditions of this agreement.

18. (8) You hereby lIuthorlze us to negotiate for lind collect royalties or monies to whleh you may become entitled as II writer pursuant to the Audio Home Recording Act of 1992 andlor any amendments thereto or substitutions therefor and, to the extent possible, collect for and distribute to you royalties arising from or as compensation for home recording In countries outside the United States, Its territories and possessions. This authorization \\ith respect to rOYllltles and monies under the Audio Home Recording Act of 1992 may be revnked by you at the end of any calendar year on prior written notice by you to us by registered or certified mall. Such revocation shall be effective heglnnlng w:lth the ealendar year subsequent to the time of notice und shall In no way affect the Period of this agreement "ith respect to any of the other rights granted to BMI hy you hereunder.

(b) We agree to distrlhute to you royalties and monies collected by us pursuant to the authorization granted In sub­paragraph 18(a). pursuant to our then prevailing practices, including deduction of our expenses therefor.

19. All disputes of any kind. nature or description arising In connection \'11th the terms and conditions of this agreement shall be submitted to the Amerll:an Arbitration Association In New York, New York, for arbitration under Its then prevailing rules. the arbltrator(s) to be selected as follows: Each of us shall, by wrllten notlee to tbe other. have the right to appoint one arbitrator. If, within ten (10) days following the giving of such notice by one of us, the other shall not. by written notice. appoint another arbitrator. the first arbitrator shall be the sole arbitrator. If two IIrbltrators arc so appointed, they shall appoint a third arbitrator. If ten (10) days elapse after the appointment of the sccond arbitrator aod the two arhltrators lire unable to agree upon the third arbitrator, then either oC us may, In writing, request the AmerIcan Arbitration Assoclatlon to appoint the third arbitrator. The award made lu the arbitration shall be binding and conelu.,ive on both of us and sballinciude the nxlng of the cosl$, ellpcnses and reasonable attorneys' fees of arbitration, which shaH be borne by the unsuccessful party . .rudgment may be entered In New York Stale Supreme Court or any other court having jurisdiction.

20. You agree to notlfy our Depllrtment of Writer/PublL,her Admlnislratlnn promptly In writing of any change In your address. Any notice sent to you pursuant to the terms or this agreement shall he valid if addressed tn you at the last address so furnished by yon.

21. This agreement constitutes the entire agreement between you and us, cannot be changed elleept In II writing signed by you lind us and sholl be governed and construed pursuant to the laws of the State of New York.

22. In the event that any part or parts of this agreement are found to be void by a court of competent jurisdiction. the remaining part or paris shall nevertheless be binding with the same force and effect liS If the void part or parts were deleted from this agreement.

Very h'ldy yours,

BROADCAST MUSIC, INC.

ACCEPTED AND AGREED TO:

»y ..................................................................... .. Vice President

~/9~

Rxhibit: "H"

BII Ar ................. m ........... _ ......................................................... BROADCAST 'ru."!:. INt. f·1IM1').

NQW Vork t:1!l'1/llratlIlR. wllOlIO IIddrjlll~ 1M 3211 Wellt 57t11 StFl.,-et. New York. N.Y. lOOllJ...'t7lJlh.lld ••.•••• " ,., , ••. ,' ., .................. , .•• , •.

"'1' .............................................................. , ....... ,,,."" .... , ••••• " ....... ".r •••• '; •••••••••••• , •• , .................. , ••••••••••••••• 11" ........... .... 4 ..... ~ ................. "' ...... , II I ..... "" ••••• ,

a ........................................ ,. ••••••••••••••••••••••••••••• , ••••••• dult.U IJulClr.'Ui., .IS , •••••• , ............................................................. ' •• 1 .......................... ,

•. , ................. 4,............................................. rPt.I,ffRller"), wllO.~ afl(kess Is ............................................................. " ................................ .

" ••••••••••••• 4 ................................... 1 ... 1 •• ., ••••••••••••••••••••••••••••••••• ., ••• ., •••• " ••• , ............. , •••• .,., .................. "'f ..................... ~ .......... ~ ... , ..... ""j' ........ ~ .... j

WITNESSI!'1'II:

FIRSt': nle t~rm ur tllis "araement shall lie tIle l.urlud frum ........................................................................ ..

tit ........................................................................ lIud COlltillUfng thereatler t'OIr .IIdditulIIlIl Ilcl·illl.lH 411' th'e (S) Y~'lIl'ult\cb uulci termInated by !lillie,' lmrty at tile end of HUell illitflll pedod 01' UDY nclditit)lIal pel·ltlll, upon Illlti~e by nlwstered !II' c:crtll'ied 111IIIII10t IlIIIr tllMIl sl" (6) mOllthH .'1' fCll1l tlilm tllreo (3) llIonth. prinr In Ihe end tlf' IIny lIuch pllrlml.

SI!:CONI): All u~ed In tltb agreement. tne word flWol-kft 01' nWol'ks" shalt !llelm:

A, All lIlu~kalCilO1poliUoWi (htc:lndlngtheIllWilcahcgulcuumi.d 1l1diridualoom[lIlRltkl1l11 written fill' a dl'IIJ11l1tlt: or dl'nD1I'Itic:U lIIusical wndl) wht'UII!t' puhlilllled or ullpllbllsbCiI. now IIwlled IIr L'tIPJriAhted It, Pullllsher ell:' b, whIch &'uhllsIJea' own!; m'l'Cllltt'ttt~ J1l.'1'tiJrmll1l rlKllt8, ;>lui .

II. All mulde'll oomptuliifllll'l (including the murdenl RgtIUlIWIlIUd fncUvilluol ooml1ll5ltiuns wl'llten for 1.1 dramatic 111' dt'llllll\tlco muslcllhvork' \metlltt IJllIlIiIllIl:d fJrunpllbJfdled, in \IIJlkb 'u:resRer durln/,{the tCtln.rn'IUh'lIL"l" IlI!qnlrt.ls omlcl'sllip (lr C1I1111'll:l1t (II' fnmcr.IIiI Ill' l.:ontr(ll !If the pl!rturmlnlll'lMlats, Cnlm IIntI after the dnte IIf the IIceluisitinl1 IIY Puhlillbl'l" (If 91lc:11 1l\¥lIl.'flJhlp m' 1:11R11'II1.

'I'(-IIII.D: r;;"cellt lllllllllcnvJIIt! Ill"fIvhled 'lel'cln, l>Ullllllhcl' bcrully sells, UBsiglik :mcl tl':tllstCi'1I to nMI. il!l UllC"l.!~~m·fI nt IINMilCn~, fa the tel'lll nl' !IIi, ugrca!mcnt:

A. All the right!! whl!!ll "ubllRh!!r OWPS Q1' allClllir~ [l1I'didy ttl pel'fol'ru. lind to Ikenllc IItherti tI, pl!l·rO~III, lloywherc In til! world. any PlIl't or an tbl:' Wllrkli.

II. Trill II(w'o1(c:luslve right to I'CCtll'fl, Ilnd to UI!£IIHC ntJulrll til n;c:nro, lilly !.nll't Ill' 11110£ lilly IIf the Wllrks (III ekltlrlcil tI'lIfiSCd)ltllll1l1. \\'ir~, tllP!!' tum or IItberwfllll, but IUlIy rll'" tlte )mI'JIUSl! ot' performlllg llUeh Work puhllcl, hy 1I1C1I1I1K 1I1·I·udit. and Itllo,ll;lor or for Archlye or nuelitiltll pllt:'P'Im!S. '111fl dl,lht cloc!! D(lt Inelude recm:dlnR for tllC )IU'lJIIIIC CIt' !10k! to tllO puhlle or Fill' tlU' (lul'plle II IlYllrllfonl~tllln (l) \VItia mlltlon pil:tllL'CK IRteruk!d prlolllrily fortilentl:'ic:al ClxhillltloJ\ til' (l) with prllw,'III11M III~h·lhllh.'d hy mClIlIN 01' ~YII(lIclltlcn til brlladcastil1A sllltlllllS. I:.Itllle IIYNb.!llI! or littler similar distribution IlUtlllts,

C. 'I'he nl)n'I!Kclusive right to adapt or Ill'l'ange nlly p.1l'1 41l' all of any of tlte WIIl'ks lilr petfm'IlUIII!C 11111·IIII~tll. und to fiUD!1 IItherH til ,ltI ~II.

I''OUIHII: Nilt~l'IlIIShU1dlll!; tile pl.'IIvJsilll15 IIf Kul'lIllrllgl'ltll1l A IIf plI1'lI/lrapil '''HUt!) !tel·I.-IIt':

A, l'bl! l'IAfltH ""nnted 'It UMI flY fillid Huf'lUlrlll:tQplt A Slllllillot Inclutl~ tOO 1'llIlIt tn Ilc"i'm'llI III' IiC(!II~I~ Illl' 11\·I·'-"rlll:m(l: If

1I101'~ tban OIII! Hnll~ III' ada frlllil II dramatic til' drllll1lltlcII-lIIuslt:lll wort, wldeh b Hll flpel'll. opel'ctta Ill' IIlusicld "IIIIW HI' IIUII'!! tlilin 6\'0 (S: mill.lItea &011111 drllllllltic III' dl'llmatll:o-muskll( work wldeh b II bltllet. if IIl1ch ,ledorl\l141l1;1! I~ l\CCIlIUIIIIIIIl,!d Ity thl! drllmall~ III·tlol\, Crr.lilIIUCI 111' ~CCIICl'y IIf thllt dramatic fIl' dJ,-'lRIatitCl-mIlRlclIl work.

II. ('ublishol', tOl{etJII!l' with 1\11 thu wl'lters and t~I·IlIIhllNJlI~·H. rr ally, slUlU ItHve tIle 1'lAllt ju[ntly. fIr \witt"" mdicl" ( .. IIMI to e¥chldJ! from Ibe grant IUllde by Mllhpat'llgtllph A Ofpl\I'lII.'I'lIpb THIRD hereot' llcrrilroilUll!u511f Work" 1~lImll1isinJt murc IhllD thh1y C~I); mlnldlJtl of JI drumldie <II' dl'JIPllltioo-olusklal work. but tlllA ,Ilth! AhllU Dnt III'PIy t .. suell pl!rlbrRlllllCCII rruJII (I) 1l1l1!1I1~ nl'l)(Imd~~ "'I'lttel

for Ilr pllrl'nrmed as pInt or II tllllatrWd or tl.ioJevislllu tlIm, (2) II StOl'e orlginuny wrltteo for 01' 1l1!1't'ufnJed U9 Illlrt IIf II rll,UOIil' tcwVi,inl pl"(lgrBnl, 01' (3) lilt! clI:fglnll' cru;t. slIund t"llck or similar album IIr a dl1l1natie m' dramatlta.muMic.1I1 '''ll'k.

C. IluhUII"e,'. tllc WI·itcrlllllld(Of ca..-pubIkIICl'5, it' any, I'etaul tlte l'Idit to iSfiIli! lloll·c"dIlSiv~ IiCCDK~lIl'II·IIr.rtlll'rnDnCeli of I WeIr!, or WClrk~ In tbe Unlttlfl Stlth:lI. 115 tL'I'rlturit'lIw"llltlNSlllt,irmli {utlulI'tlmo tllilnothcl' Pl!l'tul'lulllg l.'iWthllken.'IIII),I Ill'AI.Illbull.lln), IlrtI,,\el!!! tlmt within UII ('8) dll)'ll of tire 11I9uanec of Ruell IkeJlII\! nMI III niven ""'Ilten Jllllh.'tl tbert!lll' mill» CUllY .If t Ill: U,~ .. n"t! is NIIPI,licd tn IIMJ.

fWfII:

A, Aq t'lIlll!(m~ldcl"ntlllle fill' 1111 rights gtlllltcd to 8M) Ilcreundcl' 1IIUIliS .'ICcul'l«y thcrctill', leMI ~lgl'I'I!~ tn nml", the tlilklwin! plIymcntll to .'uhli"',cl· ",ith rl':q1Cl'1 til cadI IIf the WlIl'b ill tvldeh nMI IIlIS IlcrrllrlJllog 1'll1:ht~:

, (I) ' .... , .. radio lIod tek.'Vision lllll·ftll'lltllnl.'Cli IIf Wllrb III tlill HllfWd Stlllell. Itli tlll'rl(lIrl(!/; lIud Ilo~s\'l>slu)lN. nMI will-ill!) amllllntH cllkulnted fntl'lItlll.1t tu IIMI', thtn MlIl1ibrd pl'IIdlees IIllml tbe balli. of the Ilten elln'el\t pel'l'o .. llIllncc rille!! gI!III!t'ally pllld b)l BMI ... *" dfl'ltioiMd p ... " .. It" .... I~,., Hlrnll .... """'.M· ... UinIlU. or ~11,,,' _,.,,,.IHn ... ,. ·l'.ho ",...,h ...... r pmnrlll"nc:olI rur wIdell ItuhJM1~" shliH III entitled til UllvlWlllt dmn Ill' u~dmlllj!d hy RMllIl aeC(ll'd!lnc:e with It II tben turrcnt nBtI.!JII. of eomlllltillu UIII' IIIIC11llt!r IIr !mrh IIl .... lurlllllllCCs.

Exhibit liB"

..• ··.·<·i· ...... ·· .... ·· '~"~'("'"'.''''\~~;.;~'''';~''''''''''''''''''''''''''''''''''''''' between BaOADCAST MUSIC, INC. ("BMI"), a

• Street, New York,' N.Y. IOOl'·37!)& aod ............................................. .

,1.;;" ...................... , ..... , .......... ., ............... It 10-.11 ....... t. ~ .............. ,"" ••• ", •• ,.",.~ It ................ "' ..... " ......... "". ~ ...... ~I"" ••••••• ".

; ......... '~;;~1 ••.• ' ..................... doing busluess as ....................... " ........................................................... .

("Publisher',), whose adth'ilss is ................................ ; ........................................................... ..

ii .................••• '!"'.,.;", 1'" 1 ••••• t •• ' f ,".' ......... , ...... ~ .............. , ... ~ •• , ............. ''jI '~~'."' .......... ' •••• --. .-.............. ~ ...... ~ .................... f ........................... u ••••••••••

W J T N ESSE T8:

FlRST:TIie term of thls agrcemeotshall be the perlodfrom ........................ ~ .................................................. .

·tcr+, .. ~., ................................................................ aod cootlnUUt~ {~~!lafter for additiona.lp~riods of five (5) years each unless t¢i11'!~,ted"J either party atJhe end ofsucJtinitlid period or aoy.al,lditi(l· . . d,upooI)otlce .hyregistered or certified mail not more ·th~n~~(6)mooth.or Ie~:thaothree. (3). months prior. to the .end·ofany. . ·(jd. .

mlll*l1u!"~lPjl,Sitjlons(lol~u'llng the musical segments·~4~~eompASitiQJ)switten Cor a dramatic or dramatleo­owned or eopyrlghtedby.,!il:>~er·or inwhkb fu~Usher owns or controls performing

~t~~:~~t~~~~y~::~~:~~~~1t~be~mUskal $egm'ent.s~~ In<liVic:lruilCOj:llpo~tlotlSwritten for a dramatic or dramatiro-. '. hereafter during~l:ie t~l.'III.Pub)iSher acquires owoershlp of copyright or ownership frollnind 3nt!r. 'ml! date of the acquis!tiqnbyPuhUsher of such O\mership or control.

and to ncenseothers)orecord. any part or aU of any of the Works on electrical for the purpo$ecirp~ormingsuch Work publicly by means of radio and television not include recording· [or thc. purpose of sale to the public or for thepurp05e of

;~;k;;pi~~~e';b~;~d';d~;i~~;iI; for theatrltal exhibition or (2) with programs distributed by means of syndication dlstrlb1utic)ft outlets.

any, shall have the right ;jointly. by written notice to OMI, peri'ormances of Works comprising more than thirty (30) to such from (1) II score originally written

6;~'~e;m=~~:6i!~;~'::!~~:.~~n:.:~i':):rnled as part or II radio or television ~( work.

nOlll~el(c1UII1"e licco5eswr performances of a ;b.eJ~p~:tt'<lI.l"lDingrigh.5Iicensing orgaoization). provided

II copy of the license is supplied to OMl.

hereunder and as security therefor. BM I agrees to make the fnUowing BMI has performing rights:

De.~fol·m~IDC'~s of Works in tbe United States, Its territories and possessions. BMI will pay practices upon the basis of the theo current performance rates generally paid hy BMl

lm-,w .. uu:a or similar compositions. The numher of performaoces for which Publbher shliU he In accordance with Its then current system of computing the.number of such performances.

WorkS or its affllli\te.s l;Iymeaos othel'Jhanllnrudio for tallUlllti~11I of aodplIymentfor sucb performanee~.payment

1Il~~t:;.:~:::f:::n:~~~;ml~:~:.~.tlv.~I!"OO~. IR the event.that during the term-·of this " .... "'R •. r~n other than radio lind television, DMIshali pay

to. its other affiliated puhlishers for similar

1!~~~~:~~:~~;B~MI~. :to:CO

: ... ~~:;~2:~~~~v,!~r:~~~u~~t~g~~!e';~~!:~;.ri!!~S~~~f::; I;' to make or Indirectly any grant of performing rights In such Work

p8~,mEiIl~ to BMI's then current standard practices 1I~~~=iJl~:;~~:;!:~=r:a~ IffiliatoopuiblU:helrs for slmUarperformances of similar ttl Publisher directly or

~~Si~le~~=~~:~~~::orpurported ~}of sny such BMI. In

~E~=~~~~ has thirty days of the

snch date, discontinue

8Ml shall have the f.rQmthlsll'''~~IIJ.~lli4 or (2) to classify any such

giv!en <ror pe:rfo::rmlmces tbereof.

In blank from 8MI, unless.a cue sheet with respect to such Work is furnished

~£:~r:~~:3~t;~~~~~=.~r~;~~~:~I:;n~:t~he:~PU:!bllC domain, a le/,llble lead sheet or other written or printed copy provided tbat with respect .to aU other Works, such copy oeed or subparagraph D(2) of this paragraph TENTH.

l.tl~~i~.llr.$l~)i'iVbl! ,.sYlllcbiZ'Ol~1zCUl with or otherwise o.~ed In connection with motion picture or :W1'i~dI;pnl~liSher and nature and duration of the use of the Work In sitch mm or tape.

'subparagraph A oC th~s paragraph TENTH with respect to Works .u"'ylJ· .•• u.a the execution of this agreement and with respect to any of the

neoerfofmed prior to the date of publication or release oC the recording, ortape,piralltlcip'al ted ... , ...... ' ,: ., "<." ,"",

C" .. Thesub'Plssion «(each cIearan~ef~1ll or, allorthelllfo~ol~flOIlC()~t~~!!dtherCl~~1s lru", and Clll"r,e~t:~ graDtedto9r\i-~ek'Ye(J bi otli~rs ~xccpt as specifically set tor

et,shaU consUtute II warranty and representation by Publisher that , perfonningrlghts In any of the Works liSted thereon have been

D.Publisher agrees:

maintain copyright prot~tion ortheWorksPllr~iianttothe Copyright Law of the United States lind the world where such protection.lsafforde(J;lIl;ldto give BMl, upon request, prompt wrlttcn registration andlor renewal of each Workr~glstered In the United States Copyright Ofllce.

r

(2) AI nllrU's request:

(II) Tn I'egi~tel' I!lIch IInpublislllld Im(l (Il1llllshed WOI'k In the United Statcs COI1YligJlt OrRell pUl'suunt tn the Copyrlgbt Law of t he United Stutes.

.. (b) T" ohtain lind clcllvcr tn 8M. copres of: UlillUblished lind published Wm'ks; 1.'0pYl'ight I'egish'a(lon andlO!' rCIII.'wal ccrtihclItcs Is.~ued by the Ullited Statl!' Copyright Ortlcc; nny IIgrecQl.ellls, 115siR8Dlents, instruments or docllInents of lillY kind by whleh l'ubllKhcf nbtailled tbe I'Igbt to pullnely perform andlor tbe right to publlsb, co-puhH.dl 01' _lIb-llUhllsh uny 01' tlte Wn .. l~s.

" E, PuhliHhel' ~grees tn give BMI prompt notice by registered Of e~"l'tlOed mail in Clldl Instllnce whon, p1lrSII1Illt to the CopYl'lght Lllw (If the United St;tfcR, (I) tlls rlRhts IVlIntcd to DMf by Publishcr In IInY Work shalll'cvert til the writeI' 01" the Wl'Iter'3 representative, III' (2) cllpyl'lght prfltectlfln ot' ony WOl'k shall termillate.

Er,EVRNTH: PuhliNitcl" Warl'llnts lind rOl'I'l)lrenlK tlmt:

A, PuhIMu:t'bas tlte right (II cuter Illto this agreement; l'ublMlcl'ls 110t bOlllul by any pt'lo1' c(Jmlllltlllcllt~ which ~(lnfIld with Its IIl1dertakinRs herein; the rjght~ granted by Publisber til 8Mf hl'rcin I\re tllC !lole llUd exduslvc pl'uper!y of Puhlbltcr lind III'C frec from alllldvcrsc cneumhrllllccS Ilnd c1alm~; and exercise ot' SlIeit rlght~ will nllt constitute Int'l"ingcUlilOt ot' copyright III' violaUnn Ill' IIny rillht /lr, or unfair cOUllletition with, lilly pel'slID, firm, cllrpclrathln ur llS51lcilltilln,

II. r'xcelJt with respect til WCII'k.~ III whiell the posscssl'm of perflll'ming "ights hy anolhcl' pel'Hull, fil'lII, cllrporlltiull 01' !lSSO~llItlOIIII! sJlcclllclllI,., set forth on II c1carllnce form CU' elle Hheet ~uhDlitted to IJMI pursuant tn JllhpliraWllllh A of flUl'ugrllpll TENt'H hl:l'(.'ol', !'uhlIRhcr hAS pel'formlng I"gllts In eaell of the WorkN by virtue of wl'lttlln /lrllnts tbm'cor tn l'uhllsb~r Higl1cd hy tfl(,' IlllthcrrR lind compnRCl'll or oIhel' owncrs of ~lIch WIll'I"

·1W1~U.,'n:

A, Puhlisher ugl'ccs tel defcnd, inde01nlty, savc alld h"leI UMI, itN licensces, the udvcl'tigerH nl' Its Ilcell~cl!s !lnd their respectlvll ngcllts, servllnt/( lind employees, free lind bllrmlcss frum lind ~ll4l1lnst any and 1111 flelllllndR, lou, dllnlllgc, slIlts, .Judgmcnts, rccovcrlcR and co~h, including counsel ti.'e.~, I'csultlng from any claim of whntevsl' Dllture IIri~lllg rrom IIr In cIIIlIlccilun with tile eKel'clio"e of any of tile rlghtK wanred hy l'ubllsher In this 3gt'ccmelltj provided, however, tllllt the IJbll,.,itlon~ of Publisher ullder thl5 pnl'lIgruph 'I'WEJ,F11J ~hHl\ nlll apply (II lillY matter udded lo, 01' changes made in, IIny Work hy BMI or lin licensees,

II, Upun the rl!~ciJlt by DMI or any clt'the oilier partlcs h(.'l'ein iIIdenmlfied IIf Hny notice, dClIIlIlIlci, IJmcoss, PUPCI'S, writ or plcadhlg, by whleh (111)' sueh claim, dcnlluul, suit or proceeding 15 mllde or commenced 1I1(IIinst thelll, !II' lillY 01' thein, which Pllbll~hcr shaH he o"llged to defend hereunder, BMlllhnll, liN soon liS may be practicuble, wvc l'lIbli511cI'Ilotico thereof lllld deliver til l'ub1l5hC!l'llBth papers or U'UC copie~ tbcrcllt~ and DM.lIrllllJ havl' till! l'lgbt to pnrtlclpate 111111 direct SlIcll ddollHC on bebalf "f DMllilld/or lis IIccnnces by colIIl§clllf Its own choice, lit Its own expense, l'lIblishel' illIl'CCS to COf)PCI'lltc wIth Bl\Uln all such mntters,

C, In the event ot'slIch noti11clltioll of elalm or service of pl'OCC~S on IlIIY IIf tltc parties hcrclllindcumifled, lIMI d'lllI hu'l'l! 'he rlgllt, Ironl the dille thereof, to uxciudu Ille Wol'I. with respect to wllkb 1I claim Is Blade r1'01l1 this IIgrel.llnent amllnr to \vithhold 11ay"\ent "r 1111111111111 which may bccoDle due flllfSUllut to this agreement 01' nny modificatloll tbereof Ilntlll'crelJ>~ Itf !la~l~'adllry Wl,lttcll c!vidente thnt Bucll dlllAl hUll beell witlldrllwlI, settled OJ' af\ludlelltcel.

'l.tllltTI~II,N'l'II: 1'1I1)Il~h~r makeR, (ollstltntcsnnd IIppoillt~ IIMI, 01' it~ nomInee, Puhllshcl" s trlle and lawflll atlOl'lIc,., \I'I'l.'vocnhly dllrillg the teI'Dl hereof, In the nllme IIf 1$1'111 or tlll\t IIf Its nominee, Clr In Publlsller's nllllle, IIr "thel'wls!.', in OMI' N lillie j IIdgmcllt, 1"0 do ~II !lCU, takc 1111 prClc~'Cdlllg.~, and execute, uc:knowlcdge.' lind dclivcl' lilly Ilnd 1I11lnstrllmcmh" pll(lcts, dnt\l~lIent~, (I1'oce55 or Jlle~lIdlnWl tbat. In JJMl'3 ~ole JndSlllcllt, may he neccssary. pl'tljlC!l' fir cxpedl",nt tCll'c~traln Illl\'ln~clllelit ot !lndlm' t,o cn!orce,l.In~1 protect the 1'!glliM ~~I~llted by J'ublLvhcr IU)r(lllnliel', IIncl'l) I'ccovcr dllllUlgM III l'e~pect ot or tor tiro Illl'rlollcllIcnllll' oiher \'llIllIhOI\ 01 91Ud riuhU, lIud JI1 JIM! ~ R."e jlldl:llll~nl tn join Puhli~hl!l' llllu/or others III wlUlsr naU\c~ tht topyr4:l1t3 tll1\8Y oj' the Wnrks 1Il11l ntnllll, lind to d15eontinlle, compromise II .t, tn a~hih'lIt1nll lilly ~udl arUODS 11\' pl'Occcdings or til make Ilny otber disllOslUon of the dlspntcs In relatlon til tllc WlIl'ks; pl'Ovlded lh:t/J;Y i"tlon or pro~t.'edina ~on1ll1enced "1 nMII)III'~llIlJlt til tile prMislollll 01' this PlIr .. t.:r~ph THJR'I:EEN1'1I Hlla.1 hc lit its ~ole ex,pcnHc lind fOI' Its sule heDllfit. Notwithstanding the tOl'cgolng, nothing In this paragraph 'l'RIRTRI·.NTII 1'1!([UIl'eli BAU fll tnk!! lmy PI Ol!l!l!dU1~ ur oHler lIctiOll illlllin~t lillY pl!rsnn, firm, parmcrsllip or other entity Of ROY ll'l'itcr or, ~ubllgher, ",bethel' or 1I0t a£rililited with BMI,. who IlalhUshCl' claims muy he Infringing l'ubJl$her' ~ WOl'ks ur otherwl~e vlollltlulJ the flgbtH gl'ollted hy l'ullll~bcl' herlmncier. 1". IId~tluu, PllhilNiter IIlIder5LaD!L~ nnd agl'ce.~ !JIll! the IIcen:ring hy DMJ of lilly nlUslcul composltlollS which 1'lIhI15hc~ claim.' may ~c IIIrrmgl~g 1'lIhllsbcr'~ Worlln Ill' otherwise vinllltlnK the rights grnnted hy Pllhn~her hereunder, ~Imll nut constltutu nn IIlfrin!!Clllent lit Publisher s

Works on DMI'R part.

F()UR'l'I~I~N'I'H:

A, It is lIl~kl1C1wledAcd tllllt 8MI hilS heretufm'c elltcl'ed Into, Imd 1Il1I)' during fhe tC1'1II of lhls IIgrcement cllter fll~o, eontrllcb witb perflll'mlnl: rillitts Heen~lnl!. Clr~lllllzlltloDS for thc Ikcnsing of public perfuflolng rights t~Onll'Cllled lay DMlln terdtm:ies emtslde

nf'th Un,'I!'r1 \it:!!", It~ '~rritUl'ie~ lind pOllscssion~ (hcreln Cllllcc) "Filreilln Tel'ritorlell"), Upon I'ublisJrcr's written rllep,cst, PMIIl~reeK til

C . Llill tllP \<111 I' r I W It r. ' Jl I II T rrilory for whifh fit tll~ tlm~ slIrh rclJuell b lI@l'luit Pullli~hel' til ~ranl perfQrming rights In lilly or 1111 (I. t I~ • Ilr r~ ~: ~:;J18:~r~~; all~1.l1filln: Ilrtlvidcd, hmvcvel'. tllat any slich grant received, DMlIUls liCIt entered Into IIny such contract wlthh,wcrrm;llIn~r::r~ill U hllve gent;red Into such 1\ contrllci with II pCl."formiJlJ( rlgliis CIt' perrormlng rights by Puhlisher I>h:"1 tcrQlblat~llIt IilIC d ~c : ~~lIe nlltl1lc~ Puhlisber UII~reof, Nothing herein conluhled, ImwclIel;, Hha~ lloollsing OI'lIanlzntlllD covcrl.u& ~~ch FUl'~i~ !~~~ ~~~t~'~I .. ! ,~ .. hl;!~"" "" ",'l'Irr.nentutivc the rlgbt tn collcct a part m' all o! the l)u~I~~h~.rs,

... . ..... - .. r':;~~:-:''''''''''~' r..J W:,1:::J.':!"~ ~ W_f ...... fi<,.~ ..... pII, .. ,,,, 'B, d>~, .. "'j

'!,lKI~rc:l.ses its rigbtto terminate this agreement pursuant to U~e pr~I'Vlsion.s of· subparagraphs A, B 01' C of y,,~~~~~~l'Ut; bUsheratleast thirty (30) days'notice by reglstered or cedifledmail of such termination. :~ sIw,l be due to Publisher pursuant to paragrapb SEVENT:H hereof.

of .thIs agreement (1)momes sball not have been earned by Publisher pursuant or, more, or (1) the proprietor,·If,J'ublis.her is a Bole proprietorship, shall

~- ' .• ~' ••• -. thirty (30) days' noUce by regis~eredorcertlfied maU addressed to the l:'fJ[)ej .. rlmellt of Wrlt~lPubUsher Administrati~nliD,d,,~ tbe case of the death of a

If known to BMI. In the event of sueh termination, no payments shall be

1~~~t~~~~l~~~,'::~t:~~~': O~b~tll~lned by It pursuant to tbis agrcementc:opstltnte rights to payment II rights granted to BMI liereun,der.IQ the event that during the

be OIed against Publisher, Pnblillher ~ha.U. make an assignment Cor ofareeeiver or trostee for all or part ,of its property, Publisher shan

nlted States bankruptcy'laws, or Publlsher'shan institute or shaH United State,s bankruptcy laws. or any other: applkable law, or, In the

saiciDI,rUlerllblo shaH btl l14iudged b~kruptsi BMI $haU retain title to the willic1lI'aregralllte(lto herennder and shall subrogate PnbHsher's truitee In bankruptcy or

r$irrq:!litliC:in,t,o>Publl1.sher's right to payment of money for said Works hi accordance with the terms

, or description arising In C:OlUlection with the term~ and eondltions of this ~I~rl!tiiol! Aisoclation In New ,York, New York, for arbitratIon under Its then prevailing

821'eelnCflt' are found to be void bY,lconrtof competent Uli~i:;rijll)l~~tJ)e:l'lnclinl~wliththe.salrM·'rorce andeffeetas If tbevold part or parts weredeleted

.: ,.

'rINJWI'~E$l~ ~mJfi:RJ~dF.: thepllrtIes beretAJlIlVe Caused thls agreement to be dilly executed as of tbe day and year first above

BROADCAST MUSIC, INC.

By'.1 .... "".f ••••• ~t ••• I •••••••• 4 .......... I ......... l ............................................ ..

Vice President

UNITED STATES DISTRICT COURT, CENTRAL DISTRICT OF CALIFORNIA

CIVIL COVER SHEET

I. (al PLAINTIFFS(Ch;k-b~x if you are representing yours;,r--)-----fDEFENDANTS (Check box if you <Ire r~-~r~~~ming yourself 0 ) Tilus Turner Songs. Inc. I Tangerine MusIc Corp. and Broadcast MusIc. Inc.

(b) Attorneys (Firm Name, Address and Telephone Number. If you are representing yourself. provide same information.) Tafoya & Garcia. LLP 316 W 2nd Street, Suile 1000 los Angeles. CA 90012

II. BASIS OF JURISDICTION (Place an X in one box only.)

(b) Attorneys (Firm Name, Address and Telephone Number. are representing yourself, provide same information.) Ivan HoUman 10736 Jefferson Blvd #436 Culver City, CA 90230

If you

PTF DEF .

1111. CITIZENSHIP OF PRINCIPAL PARTIES-For Diversity Cases

(Place an X in one box for plaintiff and one for defendant)

C· . fTh' SOl 0 I Incorporated or Principal Place

PTf OEf 1. u.s. Government

Plaintiff

03. Federal Question (U.s. ltiLen 0 IS tale of Business in this Scate [] 4 ~ 4

Government Not a P"rty) (i:i7el1 of Another Stale ~ 2 0 2 Incorporawd and Principal Place

of Business in Another Stale 0 5 0 2. U.s. Government

Defendant

[R] 4. Diversity (Indicate Citizenship

of Parties in Item III)

Citizen or Subject of a FOfeign Country 0 3 0 Foreign N,1(ion 6 0 6

.. --------~--~ .. ~--~-~---------~-~ .. --.. --.. -.. --.-IV. ORIGIN (Place an X in one box only.)

!Xi 1. Original 0 2. R('moved from 0 3. Remanded from Proceeding State Court Appellate Court O 4. Reonstated or 0

.. ....J Reopened S. Transferre-d from Another

Dj'Hiel ISpecify)

6. Multi· District

litigation

V. REQUESTED IN COMPLAINT: JURY DEMAND: ~ Yes 0 No (Check "Yes" only if demanded in complaint.)

CLASS ACTION under F.R.Cv.P. 23: DYes ~ No D MONEY DEMANDED IN COMPLAINT: $

·VI. CAUSE OF ACTION (Cite the U.s. Civil Statute under Which~otl ill<' tiling "nd write a brief statement of calISe. Do not cite jurisdictional statutes unless divelsity.) Copyrighl Laws of the United States (17 U.S.C. Section 101 et seq.)

VII. NATURE OF SUIT (Place an X in one box only).

OTHER STATUTES CONTRACT REAL PROPERTY CONT. IMMIGRATION PRISONER PETITIONS PROPERTY RIGHTS I C 375 Fal,,, Claims Act o 110 Insurance o 240 Tons to land in 462 Naturalization Habeas Corpus: [EJ 820 Copyrights

! W Application 400 State o 463 Alien Detainee . 0 830 Patent o R"apportionment

o o

·110 Antitrust

10 120 Marine

o BOMiller"'t

o o

245 Tort Product liability 290 All Other Real Property

i ,', 465 Other 0 510 Motions to Vacate -W Immigration Actions Sentence ! 0 840 Trademark

430 Banks and Banking I I. t40 Negotiable TORTS

PERSONAL PROPERTY

TORTS ·0 530 General ! SOCIAL SECURITY !O i I l-l Instrument o 450 Commerce/ICC 150 Recovery of

PERSONAL PROPERTY 535 Death PeniJlt~ 0 861 HIA (139510

o 370 Otller Fraud Other: 10 862 Black Lung (923)

315 Airplane 0 371 Truth in Lending 0 540 Mandamus/Other 10 863 DIWC/DIWW (405 (g))

Product Liability 0 380 Other Personal 10 550 Civil Rights I- 0 864 SSID Title XVI

Rates/Etc. i" Overpayment & o 460 Deportation I W Enforcement of

470 Racketeer Influ- Judgnlent

o 310Airplilne

o o enced &- Corrupt Or\l. 0 151 Medicare Act

o 480 Consumer Crccltt 1 52 Recovery of Defaulted Student loon (bel. Vet.)

o o 10 o

320 Assault. libel & Property Damage Slander .0 555 Prison Condition 0 865 RSI (405 (g)) 330 Fed. Employers' ,.0 385 Property. ~amagei" 560 Civil Detainee

o 490 Cable/Sat lV 10 liability Product Llablltty i W Conditions of r! __ .... FE .... D .... E .... R .... A,;;,L .... T:..:A,;;,X.::,;;.SU:..I:..:T:..S __ i BANKRUPTCY Confinement 870Taxes (U.S. Plaintiff or

340 Marine 850 Securities/Com· modities/E'change

153 Recovery of o Overpayment of Vet. Benefits

345 Morine Product Liability

o 422 Appeal 28 FORFEITURE/PENALTY 0 Defendant)

USC 158 625 Drug Related I" 871 IRS-Third Party 26 USC in 423 Withdrawal 28 .0 Seizure of Property 21 IL.J 7609 O

890 Other Statutory Actions

o B91 Agricultural Acts

o 893 Environmental Matters

O 895 Freedom of Info. Act

o 896 Arbitration

O 160 Stockholders' sUfts

o 350 Motor Vehicle

o IW USC 157 USC881 r--"'C"'IV"",""'L"-R""IG""H""T""S-- 0 690 Other 355 Motor Vehicle

Product Liability 10 190 Other 0 360 Other Personal i 0 440 Other Civil Rights LABOR Contract Injury 0 441 Voting 0 ]lOfair Labor Standards

O 195 Contract '0 362 Personal Injury· I n Act Product Liability! Med MaJpratice i W 442 Employment 0 720 Labor/Mgmt.

O 196 Franchise 0 355 Personallnjwy· 0 443 Housing/ Relations P d l' b I Accomodatiol1s In

r=::"R:-:EA:-::-:-l'CCP:C:R"'::OC:P-E-=R'::TY::-::--I ro uct la lity I W 740 Railway Labor Act 899 Admin. Procedures 1-_______ --1 367 Health C,lre! 1

0 445 American with o ActJReview of Appeal of In 210 Land [] Pharmaceutical Disabilities- 0 751 Family and Medical

Agency DeCision I W Condemnation Personal Injury Employment Leave Act

9 0 C .' I' f 368 Asbestos L.; Disabilities·Other litigation O 5 onstltutlOna Ity 0 _ 230 Rent Lease & 0

o 220 Foreclosure Product liability I c: 446 American with 0 790 Other labor

State Statutes 0 Personal Injury 0 448 Education 0 791 Employee Ret Inc. Ejectmem Product liabili1L-_, .. _____ -_ ...... --;;---.-L-.-....:S:.:e:.:':..ur:.:it:;..y...:.A.:.:Cl.:.t----.L..--~----~~--

_C=---=....V 13 -FOR OFFICE USE ONLY: Case Number:

--------~~------------------~ .. -.--. CV-7t (09/13) CIVIL COVER SHEET Page 1 of3

UNITED STATES DISTRICT COURT, CENTRAL DISTRICT OF CALIFORNIA CIVIL COVER SHEET

VIII. VENUE: Your answers 10 the qlle~tiol1S below will determine the dIvision of the (Ollrt 10 which Ihis '.1se will mostlrkely be inilially assigned. This initial assignment

is subjeci to ch,)nge, in accordance with the Court'S General Orders, upon review by the Court of your Complaint or Notice of Removal.

Question A: Was this cilse removed from STATE CASE WAS PENDING IN state court?

DYes IBl No 0 Losllngelcs

I( "no, "go to Question B. I("yes:' check the LJ Ventura, Sant,) Ililr" . _, ~, JU" "~ .. v

bo> to the right that applies. enter the -----. corresponding division in response 10

'QLlestion D, below. and skip to See\io, rl<.. r

L 'Question 8: Is the United Stales, or one of its agenties or employees, a party to this action?

Yes tEl No

If "no, .' go to Question C. II "yes," check the box to the right tllat applies, enler the corre.spondlng division in response to Question D. below, and skip to Section IX.

I

0

0

0

0

0

If the United Slates. or one of its agencies or employees, is a party, is it:

A PLAINTIFF? A DEFENDANT?

Then (heck the box below lor the county in Then check the box below lor the county in which the majority 01 DEFENDANTS reside. which the majority of PLAINTIffS reside. -- .. -~ Losllngeles i 0 Los Angeles

Ventura. Santa Barbara. or San L'uis o ~~:~;' Santa Barbara. or San Luis Obispo

Orange o Orange

Riverside or San Bernardino 0 RiverSide or San Bernardino ._-------_.-

Other 0 Other

B. C. D.

INITIAL DIVISION IN

CACD IS:

.-~.--

I

I Western

i Western

i Southern ... _-_ ..

! EasIern

Western

E. QuestlonC:location of I Los A~geles

plaintiffs. defendants, and c1alms11 County Ventura, Silnta Barbara. or Orange County RiverSide or San Outside the Central Sanluls Obispo Counties Bernardino Counties District of California

Indicate the location in whidl a I 0 0 0 [J [J i majority 01 plaintiffs reside: Indicate the location in which a I

0 0 0 0 0 ! majority of defendilnts reside: I , I '"d,~,,;h, loc."," '" ",h • I 0 0 0 I [J 0 majority of claims arose:

"

C,1. Is either of the following true? Iho, check the one that applies: C.2. Is either of the following true? If so, check the one that applies:

2 Or more answers in Column C [J :< or more answers in Coillmn D

only 1 answer in Column C and no answers in Column D only 1 answer in Column D and no answers in Column (

Your case will inItially be assigned to the Your <~se will initially be assigned to the SOUTHERN DIVISION. EASTERN DIVISION.

Enter "Southern" in response to Question D, below. Enter "Eastern" in response to Question D. below.

If none applies, ilnswer question C2 to the right. ... I If none applies. go to the box below. ~ Your case will initially be assigned to the

WESTERN DIVISION. Enter "West ell)" in respome to Question D below.

INITIAL DIVISION IN CACD

Western

F. Other

[8J

[g]

[g]

CV·71l09/13) CIVil COVER SHEET Page2 of:!

I

UNITED STATES DISTRICT COURT, CENTRAL DISTRICT OF CALIFORNIA CIVIL COVER SHEET

IX(a). IDENTICAL CASES: Ha~ this action been previously filed in this court and dismissed, remanded or closed? iRl NO YES

If yel. lilt case number(s):

IX(b}. RELATED CASES: H~ve any cases been previously filed in this (Olirt that are related to the present case? iRl NO DYES

If yes, list casc number(s): -----_._----------Civil cases ilre deem"d related if a previously filed case and the present tase;

(Check ali boxes that ilpply) II. Arise from the same or closely related transactions. h,lppenings. or events; or

B. Call for determination of the same or substantially related or similar questions of law and fact; or

C For other reasons would entail substantiJI duplication of labor if heard by different judges; or

.~one of the factors identified above in iI. bar c also is present.

X. SIGNATURE OF ATTORNEY (OR SELF-REPRESENTED LITIGANT): DATE:

Notice to Counsel/Parties: The CV· 71 ()S,44) Civil Cover Sheet and the information contained herein neither replilce nor supplement the filing and service of pleadings or Other papers as requiJed by law. This form, approved by the Judicial Conference of the United States in September 197'1, is required pursuant to local Rule 3·1 il not filed but is used by the Clerk of the Court for the purpose of statistics. venue Jnd initiating the civil docket sheet. (For more detailed instructions, see separate instructions sheet!.

Nature of Suit Coae Abbreviation

861 HIli

862 III

863 DIWC

863 DIWW

864 SSID

865 RSI

CV·71 (09113)

Substantive Statement of Cause of Attion All claims for health insurance beneflts (Medicare) under Title 18. Part A. of the SOCial Security lIet. ilS amended, IIlso. include claims by hospitals. Skilled nUlsin!) facilities, etc., for certification ilS providers of services under the program (42 USC 1935FF(b))

All claims for "Black lung' benefits under Title 4. Part B, of the Federal Coal Mine Health ilnd Safety Act of 1969, (30 uSc. 923)

All claims filed by insured workers for disabllity Insurance benefits under Title 2 of the SOCial Security Act. as amended: plus ail claims filed for child's imw,mce benefits based on disability. (42 USC ,105 (g))

1111 claims med for widows or Widowers insurance benefits based on disability tinder Title 2 of the Social Security Act as amended. (42 U.S.C 405 (g))

AU claims for supplemental security income payments based upon disability filed under Title 16 of the Soci~1 Security Act, as amended.

All claims for retirernent (old Jge) and survivors benefits under Title 2 of the Social Security Act, ilS amended. (42 U.S.C 405 (9))

CIVIL COVER SHEET Page 3 of3