HEADS OF AGREEMENT

                       for Manufacturing and Distribution

                                     between

                   WARNER-ELEKTRA-ATLANTIC CORPORATION ("WEA")

                                       and

                        NU TECH DIGITAL, INC. ("Company")



Capitalized terms not defined where they appear in the text are defined in

Paragraph 15.



      1. Appointment as Exclusive Distributor.



            (a) Exclusive Rights. Company, on behalf of the Company Entities,

hereby appoints WEA as Company's exclusive distributor of Products through

Normal Distribution Channels during the Term in the Territory in accordance with

the terms hereof. Company possesses (and hereby grants WEA) the right to sell

Products with the name (legal or assumed), photograph, likeness and biographical

material, as supplied by Company, of the artists whose performances are

contained therein. With respect to such names, photographs, likenesses and

biographical materials, WEA shall abide by any contractual requirements or

restrictions imposed upon Company of which WEA is given reasonably sufficient

prior written notice.



            (b) Download/Ringtone Sales. From time to time during the Term, and

subject to Company's rights in each case, Company shall determine those Products

Company wishes to make available for sale via download or as "ringtones" (or the

like) in the Territory and shall provide WEA with all rights, materials and

information necessary for WEA to copy, store, prepare, deliver and otherwise

make such Products available for sale via download, as "ringtones" (or the

like). Company shall cooperate with WEA to ensure that all such materials and

information are provided to WEA in the form, format(s) and manner WEA reasonably

requires from time to time in order to make Products so available. Company

understands that for the purposes of sales of Products via download, as

"ringtones" or the like, the term "Products" shall be deemed to include units

sold as full albums in addition to units sold as one or more individual

recordings otherwise embodied in Records furnished to WEA hereunder. Solely with

respect to units of Products sold by WEA in the form of downloads, ringtones and

the like, "WEA Net Sales" shall mean (i) the number of units of Products sold

via download, as "ringtones" (or the like) multiplied by (ii) the price (after

all rebates, adjustments, settlements, allowances, credits and discounts (other

than cash discounts) approved by Company) charged by WEA to WEA's customers for

all such sales of Products.



            (c) WEA's Undertakings.



                  (i) WEA shall render Distribution Services and shall

distribute and sell Products on Company's behalf through Normal Distribution

Channels during the Term in the Territory and shall solicit and fulfill orders

for Products in the same outlets as WEA generally does for the WMG Labels.



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                  (ii) WEA shall prepare for Company the same sales, returns,

credits and inventory reports as are prepared by WEA for the WMG Labels and

shall supply Company with such reports with the same frequency as such reports

are supplied by WEA to the WMG Labels. Monthly sales and return reports shall

include the following information: selection number, artist name, selection

title, product configuration, gross units shipped, units actually returned, net

units, discounted units, free goods, gross dollars charged, actual gross

returned dollar amounts and net returned dollar amounts.



            (d) Distribution Fee. WEA shall be entitled to retain a distribution

fee equal to 22% of WEA Net Sales of Products (the "Distribution Fee").



            (e) Advance. Promptly following the complete execution of this

Agreement, WEA shall pay to Company a non-refundable, fully-recoupable advance

in the amount of $200,000.00 (the "Advance"). The Advance shall be

fully-recoupable from all Net Receipts otherwise payable to Company hereunder.



      2. Title. Title to units of Products manufactured for distribution and

sale hereunder shall remain in Company. Units of Products shall be consigned by

Company to WEA, subject to the provisions of this Agreement. WEA, as consignee,

shall be empowered to pass title to units of Products directly to its customers.

WEA shall have the right, as Company's consignee, to accept any and all returns

of units of Products from its customers. Upon receipt of units of Products so

returned to WEA from its customers, title therein shall revert to Company.



      3. Manufacturing and Packaging Services.



            (a) Use of Services. Company shall have the option, exercisable by

written notice to WEA, to utilize Manufacturing and Packaging Services provided

by WEA through WEA's manufacturing and packaging designees (the "Manufacturing

and Packaging Entities") for the manufacture and packaging of units of Products

hereunder, including, without limitation, components therefor and all

separations and merchandising materials relating thereto. Manufacturing and

Packaging Services shall be furnished on the same terms and at the same prices

provided to the WMG Labels by the Manufacturing and Packaging Entities for the

WMG Labels' own comparable products.



            (b) Delivery of Source Materials. To the extent that Company elects

to utilize the Manufacturing and Packaging Services, Company shall, at Company's

sole expense, deliver to WEA (or to such suppliers as WEA may designate) all

Source Materials. Source Materials shall be of a quality suitable to comply with

WEA's technical standards. Company shall retain title to all Source Materials

supplied to WEA or its designees.



            (c) Trade Advertisements, Tip Sheets and Chart Listings. Company

shall cause all trade advertisements, tip sheets and chart listings for any

Product to identify WEA as the distributor of such Product in the Territory. In

the event of any failure to accord WEA such credit, such failure shall not be

deemed a breach of this Agreement if, following Company's receipt of written

notice thereof from WEA, Company shall cause such failure to be rectified

prospectively.

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