THIS JOINT VENTURE AGREEMENTis made this _____ day of ________________, 199___ by and between ____________________________d/b/a __________________, (hereinafter referred to as "____________") and ___________________________ d/b/a ______________________ (hereinafterreferred to as "____________") , individually or collectively referredto hereinafter as "Partner" or "Partners" respectively.

 NOW, THEREFORE, it is mutually agreed by and between the partieshereto as follows:

1.   PURPOSE:  ________________ and __________________hereby enter into a joint venture (the "Venture") for the terms hereinafterset forth for the purpose of developing, producing and manufacturing, marketingand promoting recordings manufactured into configurations such as compactdiscs and cassette tapes recorded by recording artists for the purposeof selling such configurations to the general public as a record company(hereinafter referred to as the "Record Company").

2.   TERM:  the term of the Venture shall commence asof the effective date of this Agreement and, unless sooner terminated inaccordance with the provisions hereof, shall continue for the longer of(a) the duration of any and all copyrights of catalogues owned by the Venturein connection with the Record Company, or (b) the aggregate term of anyand all agreements relating to the Record Company with recording artists.