EXCLUSIVE TALENT MANAGEMENT AGREEMENT

THIS AGREEMENT is made and entered into this 10th ____ day
of January 2009_______________, 2009, by and between CAROL
MARTINEZ p/k/a/ MS. MARTINEZ, (hereinafter referred to as
"ARTISTENTERTAINER") and AKBAR COJOE, (hereinafter referred to
as "MANAGER").
WHEREAS ARTISTENTERTAINER desires to engage MANAGER to represent
ARTISTENTERTAINER and to render services to ARTISTENTERTAINER as
ARTISTENTERTAINER’S sole and exclusive personal manager,
representative and advisor, throughout the world, in all of
ARTISTENTERTAINER’S affairs in the entertainment industry; and
as stated below in Section 1(d).
1.
WHEREAS, Manager desires to act in such capacity and to accept
such engagement.

NOW, THEREFORE, in consideration of the premises and mutual

promises contained herein, and for other good and valuable
consideration, the parties hereto agree as follows:
1. MANAGER agrees to render such guidance, direction and
other as ARTISTENTERTAINER may reasonably require in furthering
ARTISTENTERTAINER'S career in the entertainment industry,
including, but not limited to the following services:
a. To represent ARTISTENTERTAINER and actt as
ARTISTENTERTAINER'S negotiator, to fix the terms governing all
manner of disposition, use, employment or exploitation of
ARTISTENTERTAINER'S talents and the products thereof; and
b. To supervise ARTISTENTERTAINER'S professional employment
and, on ARTISTENTERTAINER'S behalf, to consult with employers
and prospective employers so as to assure the proper use and
continued demand for ARTISTENTERTAINER'S services; and
c. To be available at reasonable times and places to confer
with ARTISTENTERTAINER in connection with all matters concerning
ARTISTENTERTAINER'S professional career, employment and
publicity; and
d. To exploit ARTISTENTERTAINER'S personality in all
aspects of the entertainment field, including, but not limited
to endorsements, personal appearances, television, radio, motion

1
pictures, legitimate stage, and commercials, and other media,
and in connection therewith to approve and permit, for the
purposes of trade, advertising and publicity, the use,
dissemination, reproduction or publication of the
ARTISTENTERTAINER'S name, photographic likeness, voice, artistic
and materials; and
e. To engage, discharge and/or direct such theatrical
agents and employment agencies as well as other firms, persons
or corporations who may be retained for the purposes of securing
contracts, engagements or employment for the ARTISTENTERTAINER.
It is understood that MANAGER is a booking agent and shall
represent ARTISTENTERTAINER in such capacity.
f. To exercise all powers granted to MANAGER pursuant to
paragraph "4" hereof; and
g. To represent ARTISTENTERTAINER in all dealings with any
union.
h. MANAGER shall and must disclose to ENTERTAINER any and
all business opportunities that are presented to MANAGER on
behalf of ENTERTAINER and MANAGER shall not have the right to
deny any business opportunities which may be presented to
ENTERTAINER without approval from ENTERTAINER.
h. Notwithstanding, Section 1, MANAGER shall consult with
ENTERTAINER’S Attorney prior to ENTERTAINER entering into any
contractual obligation. Thereafter, MANAGER must forward, or
cause to have forwarded, a copy of any and all contracts
presented to ENTERTAINER. ENTERTAINER’S Attorney reserves the
ultimate, sole and exclusive right to advise ENTERTAINER of her
rights and responsibilities provided in said contracts. Only
upon approval from ENTERTAINER, shall MANAGER have the authority
to bind ENTERTAINER to any contractual obligations. In
addition, MANAGER’S authority, as delegated in Section 1(e) does
not extend to ENTERTAINER’S Attorney.
2. MANAGER is not required to render exclusive services to
ARTISTENTERTAINER or to devote the entire time of MANAGER or the
entire time of any of MANAGER'S employees to ARTISTENTERTAINER'S
affairs. Nothing herein shall be construed as limiting MANAGER'S
rights to represent other persons whose talents may be similar
to or who may be in competition with ARTISTENTERTAINER or to
have and pursue business interests, which may be similar to or
may compete with those of ARTISTENTERTAINER. MANAGER will make
ARTISTENTERTAINER aware of all offers that pose a conflict of
interest with MANAGER’S other engagements. Notwithstanding the
foregoing, if at any time during the term of this Agreement,
ARTISTENTERTAINER reasonably believes MANAGER’S other business
activities are unreasonably interfering with the timely
performance of managerial services hereunder, ARTISTENTERTAINER
shall give written/email notice thereof, specifying
ARTISTENTERTAINER’S issues, and services which ARTISTENTERTAINER
desires MANAGER to perform. Failure to rectify the issues
within thirty (30) days after notice, or failure to pursue, in a
reasonably timely and consistent manner, rectifying the issues
will be deemed a breach of this Agreement by reason of the
matters set forth in such notice, and ARTISTENTERTAINER shall
have the right to terminate this Agreement with written/email
notice.
3. MANAGER shall and must disclose to ENTERTAINER any and
all business opportunities that are presented to MANAGER on
behalf of ENTERTAINER and MANAGER shall not have the right to
deny any business opportunities which may be presented to
ENTERTAINER without prior approval from ENTERTAINER.
4. Notwithstanding, Section 1, MANAGER shall consult with
ENTERTAINER’S Attorney prior to ENTERTAINER entering into any
contractual obligation. Thereafter, MANAGER must forward, or
cause to have forwarded, a copy of any and all contracts
presented to ENTERTAINER. ENTERTAINER’S Attorney reserves the
ultimate, sole and exclusive right to advise ENTERTAINER of her
rights and responsibilities provided in said contracts. Only
upon approval from ENTERTAINER, shall MANAGER have the authority
to bind ENTERTAINER to any contractual obligations. In
addition, MANAGER’S authority, as delegated in Section 1(e) does
not extend to ENTERTAINER’S Attorney.
53. Notwithstanding, Section 1(h), ARTISTENTERTAINER hereby
appoints MANAGER as ARTISTENTERTAINER'S sole and exclusive agent
in all matters usually and normally within the jurisdiction and
authority of talent agencies, including, but not limited to, the
guidance and direction specifically referred to in paragraph "1"
hereof. ARTISTENTERTAINER agrees to seek such guidance and
direction from MANAGER solely and exclusively and agrees that
ARTISTENTERTAINER will not engage any other agent or
representative to render such similar services and that
ARTISTENTERTAINER will not perform said services on heris own
behalf or negotiate, accept or execute any agreement,
understanding or undertaking concerning ARTISTENTERTAINER'S
career without MANAGER'S prior consent. MANAGER agrees to be
available at reasonable times and places to confer with
ArtistENTERTAINER and/or ENTERTAINER’S Attorney in connection
with matters regarding ARTISTENTERTAINER’S entertainment career,

3
64. a. Notwithstanding, Section 1(h), ARTISTENTERTAINER
hereby appoints MANAGER for the term of this agreement and any
extensions hereof as ARTISTENTERTAINER'S true and lawful
attorney-in-fact to sign, make, execute and deliver any and all
contracts in ARTISTENTERTAINER'S name; to make, execute,
endorse, accept, collect, and deliver any and all bills of
exchange, checks and notes as ARTISTENTERTAINER'S said attorney-
in-fact; to demand, sue for, collect, recover, and receive all
goods, claims, money, interest or other items that may be due to
ARTISTENTERTAINER or belong to ARTISTENTERTAINER; and to make,
execute and deliver receipts, releases or other discharges
therefore under sale or otherwise and to defend, settle, adjust,
compound, submit to arbitration and compromise, all actions,
suits, accounts, reckonings, claims, and demands whatsoever that
are or shall be pending in such manner and in all respects as
MANAGER in MANAGER'S sole discretion shall deem advisable; and
without in any way limiting the foregoing, generally to do,
execute and perform any other act, deed or thing whatsoever that
reasonably ought to be done, executed and performed of any and
every nature and kind as fully and effectively as
ARTISTENTERTAINER could do if personally present; and
ARTISTENTERTAINER hereby ratifies and affirms all acts performed
by MANAGER by virtue of this power of attorney.
b. ARTISTENTERTAINER expressly agrees that she will not on
ARTISTENTERTAINER'S own behalf exert any of the powers herein
granted to MANAGER by the foregoing power of attorney without
the express prior written consent of MANAGER and that all sums
and considerations paid to ARTISTENTERTAINER by reason of
ARTISTENTERTAINER'S artistic endeavors shall be paid to MANAGER
on his behalf.
c. It is expressly understood that the foregoing power of
attorney is limited to matters reasonably related to
ARTISTENTERTAINER'S career in the entertainment industry and
such new and different areas within which ARTISTENTERTAINER'S
artistic talents can be developed and exploited.
Notwithstanding the foregoing, nothing in this Agreement shall
prevent ARTISTENTERTAINER from seeking independent legal advice
from an attorney-at-law or law firm regarding the content and/or
nature of contracts.
d. MANAGER shall keep accurate and complete records of all
contracts entered and transactions undertaken on
ARTISTENTERTAINER’S behalf, which records may be inspected twice
throughout thein any calendar year, upon reasonable fifteen (15)
days notice to MANAGER.
75. a. As compensation for services to be rendered during
the term of this Agreement, MANAGER shall retain from
ARTISTENTERTAINER'S net monthly earnings at the end of each
calendar month during the term hereof, a sum equal to FIFTEEN
PERCENT (15%) percent of ARTISTENTERTAINER'S net monthly
earnings. ARTISTENTERTAINER hereby assigns to MANAGER interest
in such earnings to the extent of said amount. Said assignment
is intended by ARTISTENTERTAINER to create an assignment coupled
with an interest. In the event ARTISTENTERTAINER should procure
employment independently and without the aid of MANAGER, MANAGER
shall not receive commission from ARTISTENTERTAINER.
b. The term "net monthly earnings," as used herein, refers
to the total of all earnings, less ARTISTENTERTAINER'S share of
all production and promotion fees. ENTERTAINER and MANAGER must
mutually agree on any and all production and promotion fees
associated with each project/work. Notwithstanding the
aforementioned, ENTERTAINER’S total earnings shall not be reduced
below sixty-five (65%) percent by production and promotion fees.
c. ARTISTENTERTAINER and MANAGER hereby agree and
understand that each shall be responsible for payment of fifty
(50%) percent of all reasonable and necessary production and
promotion fees which are approved in advance by
ARTISTENTERTAINER, including, but not limited to, all booking
agencies fees, union dues, publicity costs, promotion or
exploitation costs, traveling expenses, wardrobe expenses and
all other expenses, fees, and costs associated with the
furtherance of ARTISTENTERTAINER'S career in the entertainment
industry.
d. The compensation agreed to be paid to MANAGER shall be
upon net monthly earnings from entertainment-related activities
(as herein defined) of ARTISTENTERTAINER accruing to or received
by ARTISTENTERTAINER unconditionally during the term of this
agreement or subsequent to the termination of this agreement as
a result of: (i) Any services performed by ARTISTENTERTAINER
during the term hereof, or (ii) Any contract negotiated during
the term hereof and any renewal, extension or modification of
such contract, or (iii) Any product of ARTISTENTERTAINER'S
services or talent or of any property created by
ARTISTENTERTAINER in whole or in part during the term hereof,
including, but not limited to, audio or video tapes, recordings,
television or movie performances, and so forth. Notwithstanding
the aforementioned, Section 5(d) does not apply to any
opportunities that ENTERTAINER may procure without any
assistance from MANAGER.

5
86. a. In the event that ARTISTENTERTAINER forms a
corporation during the term hereof for the purpose of furnishing
and exploiting ARTISTENTERTAINER'S artistic talents,
ARTISTENTERTAINER agrees that said corporation shall negotiate
an agency contract with MANAGER similar to this agreement.

97. ARTISTENTERTAINER warrants that she is under no

disability, restriction or prohibition with respect to
ARTISTENTERTAINER'S right to execute this agreement and perform
its terms and conditions. ARTISTENTERTAINER warrants and
represents that no act or omission by ARTISTENTERTAINER
hereunder will violate any right or interest of any person or
firm or will subject MANAGER to any liability, or claim or
liability to any person. ARTISTENTERTAINER agrees to indemnify
MANAGER and to hold MANAGER harmless against any damages, costs,
expenses, fees (including attorney's fees) incurred by MANAGER
in any claim, suit or proceeding instituted by or against
MANAGER in which any assertion is made which is inconsistent
with any warranty, representation or covenant of
ARTISTENTERTAINER.
108. MANAGER warrants that he is under no disability,
restriction or prohibition with respect to MANAGER’S right to
execute this agreement and perform its terms and conditions.
MANAGER warrants and represents that no act or omission by
MANAGER, hereunder will violate any right or interest of any
person or firm or will subject ENTERTAINER to any liability, or
claim or liability to any person. MANAGER agrees to indemnify
and hold harmless ENTERTAINER against any damages, costs,
expenses, fees (including attorney’s fees) incurred by
ENTERTAINER in any claim, suit or proceeding instituted by or
against ENTERTAINER in which any assertion is made which is
inconsistent with any warranty, representation or covenant of
MANAGER.
119. ARTISTENTERTAINER and MANAGER agrees to exert
ARTISTeach parties'S best efforts to further ARTISTENTERTAINER'S
professional career during the term of this agreement and that
ENTERTAINER shallto cooperate with MANAGER to the fullest
extent in the interest of promoting ARTISTENTERTAINER'S career.
1209. The initial term of this agreement shall be for a
period of TWO (2) years from the date hereof.
131. Neither party shall have the right, to assign any of
its rights or obligations hereunder, in whole or in part, to any
company or person merging with MANAGER or acquiring
substantially all of MANAGER’S assets and, to the extent of such
assignment, ENTERTAINER and MANAGER shall thereafter be relieved
of their obligations hereunder unless both parties mutually
agree to the assignment in writing/email.

142.
10. This Agreement shall be deemed to be executed in the State
of Georgia and shall be construed in accordance with the laws of
said State applicable to contracts to be wholly performed
therein.This Agreement is the entire agreement of the parties
hereto, and all negotiations and understandings are merged
herein. This Agreement may not be modified except by an
instrument, in writing, executed by both parties. A waiver of
any breach by either party in any one instance shall not
constitute a waiver of any subsequent breach, whether or not
similar.
135. This Agreement shall be deemed to be executed in the
State of Georgia and shall be construed in accordance with the
laws of said State applicable to contracts to be wholly
performed therein.
164. Both parties acknowledge and agree that compensatory
damages are an adequate and complete remedy for a breach of
these Terms by either party, and that neither party will in no
event seek or be entitled to receive injunctive or any other
form of equitable relief as a remedy for any such breach. The
preceding sentence notwithstanding, nothing herein shall
restrict the right of either party to seek injunctive relief.

175. In connection with any dispute or claim arising out of

or in connection with these Terms, ENTERTAINER and MANAGER agree
to arbitrate such dispute arising under these Terms before a
single arbitrator mutually agreed upon by the parties, under the
auspices of Judicial Arbitration and Mediation Services (JAMS)
or equivalent arbitration program authorized by the State of
GEORGIA. If the parties are unable to agree upon an arbitrator,
the parties agree to the designation of an arbitrator by JAMS or
State of GEORGIA approved arbitration program. The arbitrator
shall apply GEORGIA State law. In the event that arbitration is
necessary, the prevailing party shall have its costs associated
with the arbitration, including its reasonable attorneys' fees,
paid by the other party.

7
IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement as of the date first written above.
X____________________________________
AKBAR COJOE Date:
(MANAGER)
AGREED AND ACCEPTED:

By: _____________________________________

CAROL MARTINEZ p/k/a MISS MARTINEZ Date:

(ARTISTENTERTAINER)