SYNCHRONIZATION LICENSE FOR PUBLIC AND PRIVATE THEATRICAL EXHIBITION

This "Agreement" entered into as of this Monday, 06 September 2010, between Student ("Licensor") and the Head Chemists Publishing Company LLC. ("Licensee"), located at: PO Box 2561 Kealakekua, HI 96750
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The parties hereby agree as follows:
1) Musical Composition
The musical composition ("Composition") and the sole use of said musical composition, covered by this license is:
Title: Any song from www.headchemists.com website.
Writer: Head Chemist, Licensor: Head Chemists Publishing Company LLC.

2) License:
a) Licensee grants to Licensor the non-exclusive right and license to perform publicly for less than 500 people, for non-profit, and to authorize to perform the Composition only in synchronization or timed relationship to the Film and trailers thereof, through out the United States of America for one year in any theatrical format.
b) Licensor agrees not to manufacture or distribute sound recordings (including soundtrack albums, promotional CD’s or any and all methods of sound recording) separately from the direct integrated media.

3) Motion Picture Title
The title of the only motion picture ("Film") with which Composition is to be used is currently, Head Chemists Music/Video Production. Film’s title is a working title and may change without affecting any term of the Agreement.
4) Term
The term of this Agreement shall commence upon execution of the Agreement and shall remain in full force and effect for the duration of one year from the date listed above.

5) Compensation
a) Licensee offers the musical composition for a gratis basis in god faith and compensation in the form of a finished product of the video production in digital and DVD format. Licensee shall have the right in perpetuity to feature the video on their website www.headchemists.com.

6) Foreign Performing License
It is understood that the performance of the Composition in connection with the exhibition of the Film in other countries shall be subject to clearance by the performing rights societies in accordance with their customary practice and the payment of their customary fees. Licensee agrees that to the extent it controls said performing rights, it will license an appropriate performing rights society in the respective countries to grant such performing right.

7) Publicity
a) Any publicity, press notices or other information with respect to the Film will be under the sole control of Licensor. Therefore, Licensee, his agents or representatives, or any of them, will not issue or consent to and/or authorize any person or entity to release such information without the express prior written approval of Licensor. Any violation of this paragraph shall be considered a material breach of this agreement.
b) Licensee hereby grants Licensor the right during the Term of this Agreement, to issue and authorize publicity, press notices and other information concerning Licensee.

8) Rights
a) Licensee will own 100% of all worldwide music publishing rights for the Composition. Licensor agrees to specify Licensee as 100% publisher for all music on performing rights and cue sheets. Licensor agrees to prepare accurate performing rights cue sheets and to provide a copy to Licensee no later than 30 days after the sound mix of the Film.

9) Limitations on Authority
Licensee shall not employ any person to serve in any capacity, or contract for the purchase or renting of any article or material, nor make any agreement committing Licensor to pay any sum of money for any reason whatsoever in connection with the Agreement, without the express prior written consent of Licensor.

10) Relationship of Parties
The parties hereto are entering into this Agreement as independent contractors and no partnership or joint venture or other association shall be deemed created by this Agreement. Licensor and Licensee are not in any way a partnership and this agreement does not warrant any binding future endeavors together.

11) Screen Credit
a) Licensee shall receive credit as Licensee substantially as follows: "Licensor" or "Composed by" or "Musical Score by" in the opening and closing credits. Size, type, style, placement and duration shall be determined by Licensor.
b) Licensee shall be given the above credits in the event that the Film is produced and in the event of any inadvertent error with either credit, Licensee can be entitled to injunctive relief.

11) Artistic Control
Licensor maintains all Artistic control over the Film throughout the entire course of the production.

12) Representations and Warranties
a) Licensee hereby warrants and represents that it will not violate any law, regulation or contractual obligation by entering into this Agreement, and that it is free to enter into this Agreement, is not subject to any obligation or disability and has not made or will not make any grant or assignment which can, will or reasonably might prevent or materially interfere with the full performance of his/her exclusive obligations hereunder.
b) Licensee warrants and represents that all Compositions under this agreement shall be 100% owned by Licensee. Licensee further warrants and represents that to the best of Licensee’s knowledge after diligent investigation, such Composition(s), and Licensor’s use thereof, shall not infringe upon or violate the right of privacy of, or constitute a libel or slander against, or violate any common law rights or any other rights of any person or entity.

13) Indemnification
The sole right of Licensee as to any breach or alleged breach by Licensor shall be the recovery of money damages, and the rights herein granted by Licensee shall not terminate by reason of such breach or alleged breach.

14) Termination for Cause
Licensee shall have the right to terminate this Agreement and the use of the Composition if, Licensor has engaged in any of the following conduct a) fraud, misappropriation or embezzlement of funds; b) willful disregard of instructions, applicable company policies, regulations or procedures of which Licensee was or should have been aware; or c) gross misconduct. Termination under this provision shall be effective immediately upon receipt of notice by Licensee.

15) Default
If Licensor refuses or neglects to perform any of Licensee’s obligations hereunder to the best of their ability, for any reason other than incapacity, Licensor shall be in "default" of this Agreement. If Licensor refuses or states that Licensor will refuse to comply with any of his obligations hereunder, such refusal or statement may be treated by Licensee as an immediate default, regardless if the time for performance of such obligation or obligations has arrived.

16) No Obligation
This license does not represent or warrant any obligation to use the Composition in the Film.

17) No Authority to Bind
Licensor has no authority to bind Licensee in any third party agreements or any other agreements unless a prior agreement has been made with Licensee in writing.

18) Additional Provisions
a) Voluntary Agreement: Licensor represents and warrants that it has entered into this Agreement freely and voluntarily without any duress, coercion or undue influence.
b) Choice of Law and Submission to Jurisdiction: This Agreement shall be governed by applicable federal law and by the laws of Hawaii. Licensor and Licensee hereby submit and consent to the jurisdiction of the state and federal courts located in Hawaii and stipulate that such courts are convenient for the resolution of any disputes relating to this Agreement or the formation, interpretation or breach hereof.
c) Paragraph Headings: Paragraph headings contained in this Agreement are for convenience and shall not be considered for any purpose in construing this Agreement.
d) Notices: Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally or seven (7) days after being sent by first-class registered or certified mail, return receipt requested, to the party for which intended at its or his or her address set forth in this Agreement or to such other address as either party may hereafter specify by similar notice to the other. If the date for the exercise of an option or a date on which a notice must be received falls on a weekend or a legal holiday, the date shall be deemed extended through the close of the next business day thereafter.
e) Ambiguities: This Agreement shall be deemed to have been drafted by all the parties hereto, since all parties had the opportunity to review and agree thereto and no ambiguity shall be resolved against any party by virtue of its participation in drafting of this Agreement.
f) Attorneys or Agents Fees: The fees, expenses and commissions of any attorney, accountant, agent or manager employed, retained or consulted by Licensee shall be borne solely by Licensee.
g) Agreement Copies: This Agreement may be manufactured, or executed in as many copies or counterparts and are all one in the same Agreement and are executed.

19) Entire Agreement
a) This Agreement cancels and supersedes all prior negotiations and understandings between Licensee, and Licensor relating hereto. No Licensee has any authority or make any representation or promise not contained in this Agreement and Licensor expressly represents and warrants that Licensor has not executed this Agreement in reliance on any such representation or promise.
b) Should any provision of this agreement be invalidated for any reason, such invalidation shall have no effect on the remainder of the Agreement and the Agreement shall remain in full force and effect.

20) Commencement of Agreement
This Agreement shall commence upon the date of execution, and all parties intend to be bound throughout the Term of the Agreement.
Signed:___________________ Date:___________________

Signed:___________________ Date:___________________