ARTIST PRODUCTION AND DEVELOPMENT AGREEMENT

This agreement executed this 18th day of April, 2010, ("Agreement")

between _______________________ (hereinafter referred to as "Producer"), and
_____________________ (hereinafter referred to as "Artist"), provides for the
following:

1. INVESTMENT & DEVELOPMENT OF ARTIST:

(a) General

(i) Producer is a producer of phonograph records and desires to

produce a master recording of Artist's performances (“Master”) as a
recording artist for the purpose of making a demonstration recording
("Demo") for presentation to recording companies for the manufacture,
distribution, and sale of phonograph records embodying Artist's
performances.

(ii) Producer hereby engages Artist's exclusive personal services

as a recording artist in connection with the production of recordings
and Artist accepts such engagement and agrees to render such
services exclusively for Producer during the term of this Agreement
and all extensions and renewals thereof.

(iii) During the term of this Agreement, Artist agrees not to

perform for the purpose of making phonograph records for anyone
other than the Producer, and Artist agrees not to authorize the use of
Artist's name or likeness to anyone other than Producer for the
purpose of commercially exploiting records.

(b) The Demo

(i) Producer agrees to provide production services as an

independent producer and the necessary studio facilities to Artist, for
the immediate purpose of producing and exploiting the Master and for
the further purpose of assisting in the development of the Artist's
career.

(ii) All recordings made pursuant to this Agreement shall consist

of Artist's recorded performances of material selected and approved
by Artist and Producer. Artist shall act as co-producer (only as that
term relates to Artist’s input and production on the Master and not for
the purposes of any royalty fees to be paid) on the Master recorded
under this Agreement.

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 (iii) In the event that the Parties are unable to obtain a
Recording Agreement within eighteen (18) months from the date of
this Agreement, then this Agreement shall terminate automatically.

2. RECORD LABEL RECORDING AGREEMENT:

(a) General: Artist and Producer agree to seek an exclusive recording

agreement ("Recording Agreement") with a nationally distributed record
company ("Record Company").

(b) Payment for development services: In the event Producer

secures and Artist signs with a Record Company a Recording Agreement
(pursuant to this paragraph) Artist shall pay to Producer as a royalty the
amount of fifteen percent (15%) of the Net Receipts paid to Artist by a
Record Company under the Recording Agreement. for Producer's investment
of time, toil and effort in producing, developing and representing Artist. This
royalty shall be additional to any other fees payable to Producer within this
Agreement. Additionally, if such be paid to Artist Producer shall, be entitled
to receive an amount equal to ten percent (10%) of any advances paid to
Artist for signing the Recording Agreement and, further if such be paid to
Artist, ten percent (10%) of the remaining recording fund paid to Artist as
an advance to record each master recording under the Recording Agreement.

(c) Payment for Producer’s services: In the event Producer is

approved by Record Company to produce any master recordings to be
recorded for Record Company Artist shall pay to Producer, of royalties
received, twenty five percent (25%) of the Net Receipts paid to Artist for a
Producer’s fee. The royalties shall be payable only after recoupment of all
Expenses paid by either party under this Agreement and the Recording
Agreement.

(d) Reimbursement for Expenses: In the event Producer secures

and Artist signs with a Record Company a Recording Agreement (pursuant to
this paragraph), in addition to the payments to be made to Producer
pursuant to this Agreement, Artist shall reimburse Producer for Producer's
expenses ("Expenses") as defined in this Agreement that are associated with
producing the Demo created hereunder. Producer shall keep a record of all
Expenses incurred for production of the Master. After Producer has been
reimbursed any Expenses and paid Producer's percentage of any advance
payable to Artist as set forth in paragraph 2 (b) of this Agreement, Artist may
reimburse himself/herself for any Expenses incurred by Artist incurred under
this Agreement prior to the payment of any additional royalties due to
Producer hereunder. The reimbursement from Expenses shall be payable
from any and all Advances or royalties payable to Artist under the Recording
Agreement.

(e) Letter Of Direction: Artist agrees to execute a letter of

direction designating any payment to Producer under this Agreement
including royalties, Expenses, etc., to be paid directly to Producer from the
Record Company. In the event Artist does not sign a letter of direction, this

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Agreement may act as such directive and may be presented to the Record
Company for that purpose.

(f) Extension: The Parties agree that the term of this Agreement
shall extend for a full term of the Recording Agreement, as same may be
extended through the exercise of options, and such term as extended of any
alternate or substitute agreements. If an option is not exercised under any
such agreement, the term of this Agreement shall be deemed extended for
an additional six (6) months for the purpose of obtaining an alternate or
substitute recording agreement.

3. MUSICAL COMPOSITIONS ("Songs"): Producer shall be considered the

author of the music and lyrics of a Song which are written or composed by
Producer, in whole or in part, alone or in collaboration with Artist or with
others recorded on the Master. Such ownership percentage shall be
accorded to Producer in accordance with Producer's percentage of authorship
based on the copyright laws of the United States. Appropriate credit as a
songwriter and author of the Song showing Producer's performance right
society affiliation shall be given to Producer on any Audio Product the Song
appears. Producer shall have the right to prepare and file copyright
registration forms for the Songs written and produced under this Agreement.
Producer agrees to register Artist as an author based on Artist's authorship of
the Songs in accordance with copyright laws of the United States. Producer
shall provide Artist with a copy of the filed registration form upon receipt by
Producer of the filed form from the Copyright Office.

4. MASTER RIGHTS: The Master recorded shall, from the inception of its
creation, be mutually owned by Producer and Artist in perpetuity, throughout
the Territory, free of any claim whatsoever by any persons deriving any
rights or interests from Artist. Neither party shall have no right to release the
Master or sell the Master recorded under this Agreement without the other's
express written permission. Producer shall have the right to prepare and file
copyright registration for the Master produced under this Agreement.
Producer agrees to register Artist as a co-author in accordance with this
Agreement. Producer shall provide Artist with a copy of the filed registration
form upon receipt by Producer of the documentation provided by the
Copyright Office.

6. ACCOUNTING: Producer shall have the right to inspect and audit the
Artist's books and records one time per each semi-annual accounting period,
upon thirty (30) days written notice, with respect to royalties payable to
Producer under this Agreement. Nothing in this Agreement shall limit
Producers rights to accountings or remedies at law under the applicable laws
governing this Agreement.

7. TERMINATION:

(a) In the event that Producer has not negotiated a Recording

Agreement within a period of eighteen (18) months from the date hereof,
either party shall have the right to terminate this Agreement by written

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notice by registered or certified mail at the respective addresses contained
herein. If, however, Producer is in negotiation evidenced by a written deal
memo, with a Record Company before this Agreement expires, this
Agreement shall remain in full force and effect to allow for the completion of
such negotiating efforts.

(b) Should Artist, within one (1) year after the expiration of this
Agreement, enter into a Recording Agreement with any of the Record
Companies with which Producer had negotiated, Producer shall either
produce Artist's first album or, in the alternative, receive a three percent
(3%) (of the record's suggested retail selling price), producer's royalty with
respect to Artist's first record album made and released by such Record
Company. Artist shall cause a letter of direction to be sent to Record
Company to cause Producer's royalties to be sent by and through Producer
as to the first album.

8. UNIQUE SERVICES: Artist expressly acknowledges that Artist's services

hereunder are of a special, unique, and intellectual character, which gives
them peculiar value, and that in the event of a breach by Artist of any term,
condition, or covenant hereof, will cause Producer irreparable injury.
Producer shall be entitled to injunctive and other equitable relief, as
permitted by law, to prevent a breach of this Agreement, or any portion
thereof, which relief shall be in addition to any other rights or remedies, for
damages or otherwise, available to Producer.

9. WARRANTY and INDEMNIFICATIONS:

(a) Warranty: Artist warrants and represents that Artist is under no

disability, restrictions or prohibition, whether contractual or otherwise, with
respect to Artist's right to execute this Agreement and perform its terms and
conditions, and with respect to Artist's right to record any and all selections
hereunder.

(b) Indemnification: Artist agrees to and does hereby indemnify,

save and hold Producer harmless from any and all loss and damage
(including reasonable attorney's fees) arising out of or connected with any
claim by a third party which is inconsistent with any of the warranties or
representations made by Artist in this Agreement or which is as a result of
any breach by Artist of any covenant contained herein. Artist agrees to
reimburse Producer at any time after the date hereof with respect to any
liability or claim to which the foregoing indemnity applies, provided that such
liability or claim has been reduced to judgment or has been settled pursuant
to a settlement approved by Artist, which approval Artist agrees not to
unreasonably withhold. Producer shall give Artist notice of any such claim
and Artist shall have the right to participate in the defense of any claim
through counsel of Artist's own choice and at Artist's expense.

10. DEFINITIONS:

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 "Audio Products" shall mean and include without limitation all forms
of recording and recording reproduction by which sound may be fixed,
embodied, or recorded by any method now known or later developed, for any
and all public or commercial uses including recording tape, compact disc,
vinyl record, digital computer files (MP3, WAV, etc.) and any other medium or
device now known or later developed whether embodying sound alone,
sound synchronized with visual images, or any other audio-visual works or
"sight and sound" devices.

“Expenses” shall mean all expenses incurred in connection with the

production of audio and/or visual masters and all payments and/or advances
to Artist hereunder, including mechanical royalties to Artist or others, as well
as payments to all of the musicians (including without limitation,
instrumentalists, leaders, arrangers, orchestrators, copyists and contractors)
vocalists and producers, if any, rendering services in connection with any
recordings hereunder, payments to union pension and welfare funds, costs of
cartage and instruments hire, studio or hall rentals, editing costs, distribution
fees, licensing fees, payroll taxes and other payments to third parties on
Artist’s behalf, tour support, liability and medical insurance and legal
accounting fees payable to Artist’s own legal counsel or accountant (if any
such payments are actually made by Producer) and customary artwork, all
taxes, mechanical royalties payable to third parties or payable hereunder,
manufacturing, packaging charges, or legal fees payable on Artist's behalf, or
fees associated with filing copyright or trademark fees, and other reasonable
expenses incurred by Company for the purpose of production of the Master
and Audio Products and all costs attributed to promotional costs, marketing
and advertising costs expended in furtherance of the sale of Audio Products
produced from the Master.

“Net Receipts” shall mean the gross receipts or all money paid to
and received by Artist or credited to Artist’s account from a Recording
Agreement executed pursuant to the terms of this Agreement or the
exploitation of the Masters created under this Agreement less any and all
Expenses incurred by Artist for creation of the Master under this Agreement.

11. ENTIRE AGREEMENT: This Agreement sets forth the entire agreement
between the parties with respect to the subject matter hereof. No
modification, amendment, waiver, termination or discharge of this
Agreement, shall be binding upon the parties unless confirmed by a written
instrument signed by the parties. No waiver of any provisions or any default
under this Agreement shall affect the rights of Producer thereafter. Should
any provision of this Agreement be adjudicated by a court of competent
jurisdiction as void, invalid or inoperative, such decision shall not affect any
other provision hereof, and the remainder of the Agreement shall be effective
as though such void, invalid or inoperative provision has not been contained
herein. It is agreed that all grants made herein shall survive and continue
beyond the expiration for earlier termination of this Agreement. No breach of
this Agreement by Producer shall be deemed material unless within thirty
(30) days after Artist learns of such breach, Artist serves written notice
thereof on Producer specifying the nature thereof and Producer fails or

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refuses to cure such breach, if any, within sixty (60) days after receipt
thereof.

12. JURISDICTION: This Agreement shall be construed in accordance with

the laws of the State of Virginia governing contracts wholly executed and
performed therein, and shall be binding upon and inure to the benefit of the
parties' respective heirs, executors, administrators, and successors. In the
event to any dispute under this Agreement relating to the terms of this
Agreement, or the breach, validity or legality thereof, it is agreed that the
same be adjudicated in Culpeper County, Virginia. In the event of litigation
the prevailing party shall be entitled to recover any and all attorney's fees
and other costs incurred in the enforcement of the terms of this Agreement,
or for the breach thereof.

13. FORCE MAJEURE: If, by reason of illness, injury, accident or refusal to

work, Artist fails to perform for Producer in accordance with the provisions
hereunder, or if due wholly or partly to any labor controversy or adjustment
thereof, or to any other cause not entirely with Producer's control or which
Producer could not by reasonable diligence have avoided, Producer is
materially hampered in recording or carrying on its normal business
operation, then without limiting Producer's right in any such event, Producer
shall have the option without liability to suspend operation of those
obligations of this Agreement that are affected for the duration of such
suspension, not to exceed six (6) months, shall be added at the end of the
then current period of the term hereof, and then such period and the term of
this Agreement shall be accordingly extended.

14. SPECIAL PROVISIONS: If additional provisions are needed or

something is identified as lacking clarity within the scope of this agreement,
all parties will make good faith efforts to collectively negotiate the additional
terms for inclusion in the agreement. All parties must agree on additional
provisions before appending them to this agreement. Either party, upon the
identification of the need for additional clarify and/or provisions, will provide
written notice to the other party so that arrangements can be made to
amicably develop any additions/modifications to this contract as appropriate.

The effective date of this Agreement shall be the above date herein
stated.

Producer:

__________________________________

Address: ___________________________

___________________________

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Artist:

__________________________________

__________________________________
Artist Printed Name

SSN: _____________________________

Address: ___________________________

___________________________

1025 Riverdale Circle Culpeper, VA 22701 Phone: (540) 229-9889 Email: ghumphrey@humpdaymusic.com