December 15, 2004  
				
Billy Hale Music 
3317 16th Avenue South
Seattle,  WA  98144 
(206) 324-8808 

Ms. Erin Fred 
Fred Film Works, Inc. 
9999 Sunset Boulevard 
Suite 007 
Los Angeles, CA  90099 

  
Dear Ms. Fred: 
  
Thanks for the opportunity to work with you on (-name of film or short). The
following will outline the agreement between Erin Fred ("Producer") and Billy
Hale Music ("Composer") in conjunction with the motion picture currently entitled
(-name of Film or Short) ("Film"). 
  
Services: Producer hereby engages Composer as an independent contractor to write, 
compose, arrange, adapt, score, orchestrate, produce, conduct, record, complete and 
deliver the instrumental score to be used in conjunction with the motion picture
(-name of film or short) (hereinafter called "Score") including all costs incurred in 
the creation, production and delivery of the music master recordings. The score will
include all underscore and non-vocal source music under the direction and approval 
of Producer. The following costs are excluded from the score package and are not
subject to this agreement: 
  
     (a)     Licensing of music not composed by Billy Hale Music 
     (b)     Music Editor services (other than those contracted by composer) 
     (c)     Vocalists requested by producer 
     (d)     On-camera and/or "sidelining" musicians 
     (e)     Re-use, New Use, and all Residual payments to musicians 
  
Composer agrees to orchestrate, score, and conduct at all music recording sessions, 
supervise all scoring and music mixing sessions, arrange for studio time and copying, and 
arrange for such other services and elements as may be required in connection with the 
Score. 
  
First Priority to Film: Composer agrees to give this project "first priority" during the term 
of this agreement and not expend substantial efforts on other composing work.

Disposition of Score: Producer reserves the right not to accept, use, or promote in any 
way the Score as provided by Composer.  Producer reserves the right to request and 
Composer agrees to make such changes as Producer deems appropriate in the Score prior 
to delivery. 
  
Delivery: Composer will deliver final music mix recordings as follows: 

     (a)     Producer will provide Composer with time code work 
              tape containing the final edit ("locked" picture) no 
              later than date:____________________.
 
     (b)     Composer will prepare synthesizer demos of principal 
              cues and themes for review by Producer no later than 
              date: ____________________.  Producer agrees to provide any notes 
              or corrections based on these demos to Composer no later 
              than date: ____________________.
 
     (c)     Composer agrees to deliver final music mix recordings 
              no later than date: ____________________.
 
     (d)     Producer to specify tape format and any other 
              technical details for final music mix delivery. 
  
Compensation: Producer agrees to a fee of $______________,  payable as follows: 
  
     $____________       payable upon execution of this agreement or 
     	commencement of work, whichever comes first; 
  
     $____________       payable upon commencement of recording sessions, 

               and 
  
     $____________      payable upon delivery of music master recordings 
  
All payments should be sent to Billy Hale at the address included at the end of this 
agreement. 

Screen Credit: Single Card Credit in the Main title of the picture on a separate card to 
read: 
  
     Music Composed By 
     Billy Hale and Jim Chase
  
Size and placement at the Producer’s discretion, however size to be no less favorable 
than that afforded the Director or Film Writer. 
  
Music Publishing and Performing Rights Royalties: The music publishing company 
designated for the Score will be Billy Hale Music Publishing (ASCAP). Billy Hale Music 
Publishing will own 100% of all worldwide music publishing rights for the Score as 
described herein. Producer agrees to specify Billy Hale (ASCAP) as 100% writer and Billy 
Hale Music Publishing (ASCAP) as 100% publisher for all music composed by Billy Hale on 
performing rights cue sheets. Producer agrees to prepare accurate performing rights cue 
sheets and file with ASCAP and provide a copy to Composer and Billy Hale Music 
Publishing no later than 30 days after the sound mix of the film.  Producer agrees that
all music provided by Composer that is rejected or not used in the final version of the
Score shall remain the property of and 100% owned by composer. 
  
Ownership of Sound Recordings: The owner of the final sound recordings for all music 
used in the Film will be Billy Hale Music Publishing (ASCAP). Billy Hale Music Publishing 
will own 100% of all worldwide master rights to all music written by Billy Hale used in the 
Film. 
  
Originality and Copyright Considerations: Composer certifies that Composer wrote, 
composed, arranged, adapted, scored, orchestrated, produced, recorded, completed and 
delivered the musical works described herein (the Score) as an independent contractor 
engaged by Producer. Composer certifies that the Score is wholly original with Composer, 
except to the extent that it is based on or uses material in the public domain or material 
furnished to Composer by Producer, and that Composer is the author at law thereof and 
owns all right, title, and interest in and to the Score and the results of Composer’s 
services rendered in connection therewith, including without limitation all copyrights and 
renewals and extensions of copyrights therein. 
  
Synchronization and Master Licenses for Score: Composer shall grant Producer and its 
successors, assigns, and licenses the irrevocable right, privilege and authority to record, 
copy, sell, distribute, and perform the score subject to the terms of the Synchronization 
and Master Licenses supplied with this document. 

Paid Advertising: Producer will make best efforts for composer credit, as set forth above, 
to appear in all advertisements for the film, including print, broadcast, and other forms of 
advertising. Size and placement at Producer’s discretion, however in no case shall size 
and placement be less favorable than that afforded to the writer of the film.
  
Name and Likeness: Composer hereby grants to Producer the non-exclusive right in 
perpetuity to use and grant to others the right to use Composer’s name and likeness in 
any and all media in connection with Composer’s services under this Agreement. 
  
Warranty and Certificate of Authorship: Composer represents and warrants to Producer 
that (i) Composer has full right and legal capacity to execute and fully perform this 
Agreement and to make the grants, assignments and waivers contained in it,  (ii) that 
Composer warrants and confirms they he is the sole writer of the original musical 
compositions ("Score") delivered to Producer for use in the film and that the Score  will 
not be copied from or based on, in whole or in part, any other work;  (iii) to the best of 
Composer’s knowledge as far as Composer knows or should have known in the exercise of 
due diligence and prudence, nothing in the Score does or will infringe on any property 
right (copyright, trademark, patent right, right to ideas and the like) or personal right 
(defamation, false light, moral right and the like) of any person or legal entity; and  (iv) 
there is no pending or threatened claim, litigation, arbitration, action or proceeding with 
respect to the Score. Composer will indemnify and hold harmless Producer, its affiliated 
companies, successors and assigns, and their respective directors, employees and agents, 
from and against any claim, loss, liability, damages or judgements, including reasonable 
outside attorneys’ fees, arising from any breach of the above representations and 
warranties. 
  
This agreement will inure to the benefit of Producer’s successors, assigns, lessees, and 
licensees. Composer will execute, acknowledge and deliver such additional instruments as 
necessary to confirm the intent of this Agreement. 
  
This instrument is the entire Agreement between the parties and cannot be modified 
except by a written instrument signed by the Composer and an authorized officer of the 
Producer. 
  
This Agreement shall be governed by and construed under and in accordance with the 
laws of the State of Washington applicable to agreements wholly performed therein. 



Agreed to and accepted by the following parties on this ______ day of _________, 200__. 
  
PRODUCER				COMPOSER 
  
_______________________			_______________________    
Erin Fred				Billy Hale

Billy Hale Music
3317 16th Avenue South
Seattle,  WA  98144