FEE FOR PERFORMANCES BY MEANS OF JUKEBOX(ES)

For purposes of this Agreement, a “jukebox” is a machine or device that is (i) employed solely for the non-dramatic performance of musical works by means of phonorecords, compact discs or similar medium and which is activated by insertion of coins, currency, tokens, or other monetary units or their equivalent; (ii) is located in an establishment making no direct or indirect charge for admission; (iii) is accompanied by a list of the titles of all musical works available for performance on the jukebox, which list is affixed to the jukebox or posted in the establishment in a prominent position where it can be readily examined by the public; (iv) affords a choice of works available for performance and permits the choice to be made by the patrons of the establishment in which it is located; and (v) for which neither a compulsory license nor a license from the Jukebox License Office nor a license from SOCIETY other than this license is in effect. For purposes of this Agreement, the term “jukebox" does not include devices commonly known as “video-jukeboxes,” or any other audio-visual devices. For performances given by means of jukebox(es), the annual license fee shall be $209 per jukebox.

FEE FOR PERFORMANCES BY MEANS OF MUSIC-ON-HOLD TELEPHONE SYSTEM

For performances given by means of a music-on-hold telephone system at the premises, the annual license fee shall be $156.

COMPUTATION OF FEE FOR MIXED POLICIES

1. Compute fee for the higher policy for the number of days/nights that the higher policy is in effect. The higher policy is the policy which generates the highest fee for any one day/night. If the higher policy is in effect for four or more days/nights per week, stop here: Your fee is the fee for the higher policy. If the higher policy is in effect for fewer than four days/nights per week, continue with steps 2 through 6 below to complete the computation of the fee for your mixed policy.

2. Note total number of days/nights entertainment is provided.

3. Compute fee for the lower policy using the total number of days/nights entertainment is provided under both the higher and lower policies.

4. Compute fee for the lower policy using the number of days/nights the higher policy is in effect.

5. Subtract fee computed in step 4 from fee computed in step 3.

6. Add fee computed in step 1 to fee computed in step 5 for total fee.

SEASONAL FEES

For seasonal licensees, the fees for periods up to four months of operation are 1/2 the annual license fee; for each additional month the fee is 1/12 the annual license fee. The seasonal license fee will in no case be more than the annual license fee.

FEE FOR OCCASIONAL PERFORMANCES

For policies in effect for any three or fewer days/nights per month, the fee is the applicable annual fee for the highest of such policies as if such highest policy were in effect for one day/night per week. For policies in effect for any six or fewer days/nights per calendar year, the fee is 1/3 the applicable annual fee for the highest of such policies as if such highest policy were in effect for one day/night per week.

ANNUAL LICENSE FEE FOR CALENDAR YEARS 1995 AND THEREAFTER

The annual license fee for each calendar year commencing 1995 shall be the license fee for the preceding calendar year, adjusted in accordance with the increase in the Consumer Price Index (National, All Items) between the preceding October and the next preceding October.

HOTELS AND MOTELS

Memorandum of Agreement between AMERICAN SOCIETY OF COMPOSERS. AUTHORS AND

PUBLISHERS (hereinafter styled "SOCIETY") and

(hereinafter styled "LICENSEE”), as follows:

1. SOCIETY grants and LICENSEE accepts for a period commencing as of

and

ending December 31, 1993 a license to perform publicly by means of live entertainment or mechanical music (as defined in paragraph 2), and by no other means, at or in any part or section of the hotel or motel known as

(hereinafter called "the premises"), and not elsewhere. non-dramatic renditions of the separate musical compositions copyrighted or composed by members of SOCIETY and of which SOCIETY shall have the right to license the performing rights.

2. This license is limited strictly to the premises. The license fee herein provided to be paid is based upon the performance of such non-dramatic renditions by live entertainment or mechanical means (as hereinafter defined) for the entertainment solely of such persons who may be present on or in the premises, and does not authorize the broadcasting. telecasting or transmission by wire or otherwise, of such performances or renditions to persons outside of the premises, and the same is hereby strictly prohibited unless consent of SOCIETY in writing first be had therefor by LICENSEE or by the person responsible for such broadcasting, telecasting or transmission; nor does this license authorize performances emanating from any point outside the premises or transmitted by any means to the premises in the form of background music services, wired music or in any other form or manner (except as specified herein), it being expressly understood, however, that if SOCIETY grants a license to such outside source authorizing it to supply its service to, and for reproduction or rendition at the premises, LICENSEE shall be authorized to render performances by such means at the premises without further payment to the SOCIETY therefor; nor does it authorize performance as part of an industrial or trade show, exposition or business presentation at the premises.

The term "mechanical music" as used in this Agreement shall mean music which is reproduced at the premises by means other than by live musicians who are performing at the premises, including, but not limited to, audio record or audio tape players, coin-operated phonorecord players (jukeboxes) (other than jukeboxes otherwise covered by the compulsory license provisions of 17 U.S.C. 116), videotape players, performances in public rooms or guests' private rooms at the premises by means of pay or cable television, motion pictures, videotapes, or any similar means or method (whether transmitted by satellite or outerwise to the premises), or the reception and communication at the premises of radio or television transmissions which originate outside the premises, all subject to the limitations set forth herein.

3. This license shall not extend to or be deemed to include:

(a) Oratorios, choral, operatic or dramatico-musical works (including plays with music, revues and ballets) in their entirety, or songs or other excerpts from operas or musical plays accompanied either by words, pantomime, dance, or visual representation of the work from which the music is taken; but fragments or instrumental selections from such works may be instrumentally rendered without words, dialogue, costume, accompanying dramatic action or scenic accessory, and unaccompanied by any stage action or visual representation (by motion picture or otherwise) of the work of which such music forms a part.

(b) Any work (or part thereof) whereof the stage presentation and singing rights are reserved.

4. SOCIETY reserves the right at any time to withdraw from its repertory and from operation of this license any musical work as to which any suit has been brought or threatened on a claim that such composition infringes a composition not contained in SOCIETY'S repertory, or on a claim SOCIETY does not have the right to license the performing right in such composition.

5. LICENSEE agrees, upon demand in writing of SOCIETY, upon forms supplied by SOCIETY, whenever requested, to furnish a list of all music rendered at the premises hereby licensed, showing the title of each composition, and the publisher thereof.

6. In consideration of the license herein granted LICENSEE agrees to pay to SOCIETY for each contract year during the term of this Agreement the amount for such year set opposite the figure representing the expenditure for all entertainment at the premises during such contract year, as printed below in Schedule 1 (hereinafter called the applicable annual rate”), unless mechanical music only is furnished at the premises. If mechanical music only is furnished at the premises and there is no "live" entertainment in any contract year, LICENSEE agrees to pay to SOCIETY the applicable amount printed below in Schedule II. If in any calendar year there should be both "live" entertainment and mechanical music, LICENSEE agrees to pay to SOCIETY in addition to the applicable annual rate in Schedule 1, the applicable additional annual rate printed below in Schedule III. The rate paid for all mechanical music uses under Schedule II or III shall be the highest rate applicable to any such use.

The expenditure for all "live" entertainment at the premises for the current contract year of this Agreement is hereby estimated at $ in accordance with the provisions for estimating "Annual Expenditure for All Entertainment at the Premises" as printed below in Schedule 1. For each of the succeeding years of this Agreement such annual expenditure for all entertainment at the premises shall be estimated on the basis of the expenditure for all entertainment at the premises for the previous contract year (or part thereof, if LICENSEE operated only part of such previous contract year, in which case such annual expenditure shall be prorated). Within twenty (20) days after the end of each contract year (or part thereof if LICENSEE operated only part of such contract year) during the term of this Agreement an adjustment shall be made on the basis of the expenditure for all entertainment at the premises for such contract year (or such part thereof on a prorated basis). based on

The total license fee for the first calendar year of this Agreement is estimated at $ a license fee under Schedule I of $ and a license fee under Schedule II or III of S

The term "expenditure for all entertainment at the Premises" as used in this Agreement shall be deemed to include all payments made (whether in money or in any other form) by LICENSEE for all entertainment at the premises, excluding any service in connection with entertainment rendered by the regularly employed staff of LICENSEE, but including the compensation paid to any persons whose services are especially and exclusively engaged for the presentation of any such

entertain.

Where any arrangement either by contract or otherwise exists between LICENSEE and any entity or person presenting Mertainment at the premises, which arrangement or contract shall provide that as the consideration or any part thereof, certain or any accommodations or services are to be made available for its or his use, then in such case, the extent of such accommodations or services shall be clearly defined and the reasonable value thereof regarded as an expenditure by LICENSEE for such entertainment and reported to SOCIETY as expended during each contract year in which such entertainment is presented, provided that if LICENSEE and SOCIETY shall fail to agree as to the reasonable value of such accommodations or services the same shall be fixed at a sum equal to one-half of the prevailing rate charged to the guests of the premises for such accommodations or services.

7. (a) LICENSEE shall, on or before the 20th day of January, and on or before the first day of April, July and October of each contract year during the term of this Agreement, pay to SOCIETY a sum equal to one-fourth (4th) of the annual sum payable hereunder. The payment made on or before the 20th day of January of each contract year during the term of this Agreement shall be accompanied by a statement, on forms to be supplied by SOCIETY, showing (a) the expenditure

for all entertainment at the premises for the preceding contract year; (b) if there was mechanical music but no "live" entertainment, said statement shall show: number of guest rooms. whether there is dancing to the mechanical music, a cover. minimum or admission charge to any of the rooms in which mechanical music is furnished, and whether a show or act is presented; or (c) if there were both "live" entertainment and mechanical music, said statement shall show the information described in both (a) and (b) of this paragraph. If LICENSEE operated only part of a contract year, LICENSEE shall furnish such statement to SOCIETY within twenty (20) days after the end of such part of such contract year.

(b) In the event LICENSEE shall be delinquent in the payment of license fees due under Subparagraph "(a)" hereof by forty-five (45) days or more. LICENSEE shall pay a finance charge on the license fees due of 1% per month, or the maximum rate permitted by law, whichever is lesser, from the date such license fees should have been paid pursuant to Subparagraph "(a)" hereof."

8. (a) SOCIETY shall have the right to require such reasonable data or information relating to the annual expenditure for all entertainment at the premises as provided by this Agreement, in addition to that furnished under Paragraph 7 of this Agreement, as may be deemed necessary in order to ascertain the annual expenditure for all entertainment at the premises, as provided by this Agreement. SOCIETY shall have the further right, by its duly authorized representatives, at any time during customary business hours, to examine the books and records of account of LICENSEE only to such extent as may be necessary to verify such statement or statements as may be rendered pursuant to this Agreement. SOCIETY shall consider all data and information coming to its attention as the result of any such examination of books and records as completely and entirely confidential.

(b) The period for which the SOCIETY may audit pursuant to this Agreement shall be limited to three calendar years preceding the year in which the audit is made; provided, however, that if an audit is postponed at the request of LICENSEE. SOCIETY shall have the right to audit for the period commencing with the third calendar year preceding the year in which notification of intention to audit was first given by SOCIETY to LICENSEE; and provided further, that in the event such audit reveals a deficiency, then such audit may cover the additional preceding three calendar years. This three or six year limitation (as the case may be) shall not apply if LICENSEE fails or refuses after written notice from SOCIETY to produce the books and records necessary to verify any report or statement of accounting required pursuant to this Agreement. Nothing herein shall restrict SOCIETY'S right to audit under previous license agreements, for all periods covered by said agreements, subject to a total of three or six years (as the case may be) for all audits under all said license agreements.

(c) In the event any such audit shows LICENSEE to have underpaid the license fees due SOCIETY by 5% or more. LICENSEE shall pay a finance charge on the license fees shown due of 11⁄2% per month, or the maximum rate permitted by law, whichever is lesser, from the date(s) the license fees should have been paid pursuant to this Agreement,

(d) In the event any such audit shows LICENSEE to have underpaid the license fees due SOCIETY by less than 5%. LICENSEE shall pay a finance charge on the license fees shown due of 1%% per month, or the maximum rate permitted by law, whichever is lesser, from the date SOCIETY demands payment of such amount.

9. Upon any breach or default by LICENSEE of any term or condition herein contained, SOCIETY may terminate this license by giving LICENSEE thirty days notice to cure such breach or default, and in the event that such breach or default has not been cured within said thirty days, this license shall terminate on the expiration of such thirty day period without further notice from SOCIETY. In the event of such termination. SOCIETY shall refund to LICENSEE any unearned license fees paid in advance.

10. In the event that LICENSEE shall discontinue the use of music at the premises before the expiration of any contract year during the term of this Agreement, LICENSEE shall give immediate written notice thereof to SOCIETY and, within twenty (20) days after the date of such discontinuance, an adjustment shall be made on the following basis for the part of such contract year preceding such discontinuance:

(a) If the music so discontinued is "live" entertainment only, the adjustment shall be computed on the basis of the expenditure for all entertainment at the premises for such part of the contract year preceding such discontinuance as set forth in Schedule I.

(b) If the music so discontinued is mechanical music only, the adjustment shall be computed on the basis of the applicable annual rate set forth in Schedule II. reduced pro rata on the basis of the number of months in which music was performed.

(c) If the music so discontinued is both "live" and mechanical, the adjustment shall be computed on the basis of the expenditure for all entertainment at the premises for such part of the contract year preceding such discontinuance as set forth in Schedule I in addition to the applicable additional annual rate set forth in Schedule III, reduced pro rata on the basis of the number of months in which music was performed.

After such adjustment has been made. LICENSEE shall not be obligated to make further payments to SOCIETY hereunder until such time as LICENSEE shall resume the use of music at the premises during the term of this Agreement. In the eveni of such resumption by means of "live" entertainment only. LICENSEE shall estimate its expenditure for all entertainment at the premises for the contract year or part thereof in which the use of music is resumed on the basis of the expenditure for all entertainment at the premises during the first full month of operation after such resumption multiplied by 12 or such lesser number of months remaining in such contract year. Within twenty (20) days after the end of such contract year an adjustment shall be made on the basis of the expenditure for all entertainment at the premises for such contract year or part thereof as provided in Paragraph "6" of this Agreement. In the event of such resumption by means of mechanical music only. LICENSEE shall pay the annual amount provided in Schedule II, on the dates specified in Paragraph "7" of this Agreement, reduced pro rata on the basis of the number of months in which no music was performed. In the event of such resumption by means of both "live" entertainment and mechanical music, LICENSEE shall (a) estimate its expenditure for all entertainment at the premises for the contract year or part thereof in which the use of music is resumed on the basis of the expenditure for all entertainment at the premises during the first full month of operation after such resumption multiplied by 12 or such lesser number of months remaining in such contract year and within twenty (20) days after the end of such contract year an adjustment shall be made on the basis of the expenditure for all entertainment at the premises for such contract year or part thereof as provided in Paragraph "6" of this Agreement and (b) pay the additional annual rate provided in Schedule lil on the dates specified in Paragraph "7" of this Agreement reduced pro rata on the basis of the number of months in which no music was performed.

11. This Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns, but no assignment shall relieve the parties hereto of their respective obligations hereunder.

12. If LICENSEE shall cease to operate the premises, whether by reason of the sale or lease of the premises, or otherwise, then upon said date, this Agreement and the obligation of LICENSEE to make payments to SOCIETY hereunder shall terminate, provided, however, that LICENSEE shall give immediate written notice thereof to SOCIETY setting forth the manner of cessation, and the LICENSEE shall continue to be liable to SOCIETY for the pro rata amount of the then current contract year's payment for the period until said date.

IN WITNESS WHEREOF, this Agreement has been duly subscribed and sealed by SOCIETY and LICENSEE this day of

19

RATE SCHEDULE-HOTELS AND MOTELS

-If live music only is presented, use Schedule 1.

-If mechanical music only is presented, use Schedule II.

-If both live and mechanical music are presented, use Schedules I and III.

SCHEDULE I

For "live" entertainment, the sum to be paid by LICENSEE to SOCIETY for each calendar year during the term of this Agreement shall be the amount in the right-hand column below which corresponds to the "Annual Expenditure for all Entertainment at the Premises" during the then current calendar year as shown in the following Schedule:

Method of Estimating "Annual Expenditure for All Entertainment at the Premises" (as defined in Paragraph "6") for the First Calendar Year (or Part Thereof) of this Agreement:

1. If LICENSEE has operated with a policy of music for the full calendar year prior to the commencement date of the Agreement. LICENSEE shall estimate its expenditure for all entertainment at the premises for the first calendar year (or part thereof) of this Agreement on the basis of the expenditure for all entertainment at the premises during such full calendar year prior to the commencement date of this Agreement.

II. If LICENSEE has operated with a policy of music less than a full calendar year prior to the commencement date of this Agreement, LICENSEE shall estimate its expenditure for all entertainment at the premises for the first calendar year (or part thereof) of this Agreement at a sum equal to the average monthly expenditure for all entertainment at the premises during the period of operation prior to the commencement date of this Agreement times the number of months of LICENSEE's operation during said first calendar year or part thereof.

III. If LICENSEE has not operated with a policy of music for any period prior to the commencement date of this Agreement, LICENSEE shall estimate its expenditure for all entertainment at the premises for the first calendar year (or part thereof) of this Agreement on the basis of the expenditure for all entertainment at the premises during the first full month of operation times the number of months of LICENSEE's operation during said first calendar year of part thereof.

B. One of: 1) Dancing; 2) Cover, Minimum or Admission Charge; or 3) Show or Acts*

C. Two of: 1) Dancing; 2) Cover, Minimum or Admission Charge; or 3) Show or Acts*

If audio-visual performances of mechanical music (such as the use of a large-screen projection television or performances in guests' private rooms at the premises by means of pay or cable television, motion pictures, videotapes, or any similar means or method) are given, use the applicable category above and add 50%; such uses do not include performances by means of a single receiving apparatus of a kind commonly used in private homes, unless a direct charge is made to see the transmission or the transmission thus received is further transmitted to the public. Such uses include only performances for which a license is required by the United States Copyright Law.

*"Show or Acts" shall include use of a disc jockey or video jockey.

SCHEDULE III

MECHANICAL MUSIC AND LIVE MUSIC

A. No Dancing: No Cover, Minimum or Admission Charge; and No Show or Acts*

B. One of: 1) Dancing; 2) Cover, Minimum or Admission Charge; or 3) Show or Acts*

C. Two of: 1) Dancing; 2) Cover, Minimum or Admission Charge; or 3) Show or Acts*

If audio-visual performances of mechanical music (such as the use of a large-screen projection television or performances in guests' private rooms at the premises by means of pay or cable television, motion pictures, videotapes, or any similar means or method) are given, use the applicable category above and add 50%; such uses do not include performances by means of a single receiving apparatus of a kind commonly used in private homes, unless a direct charge is made to see the transmission or the transmission thus received is further transmitted to the public. Such uses include only performances for which a license is required by the United States Copyright Law. "Show or Acts" shall include use of a disc jockey or video jockey.

10M 6/91 (C)