PERSONAL MANAGEMENT AGREEMENT

Artist Management
THIS MANAGEMENT AGREEMENT (the “Agreement”) made this day of by and
between Chad Fillion and Phlume Management, (hereinafter “Manager”), whose address is 6 Cutts Road
603.969.1123 #118, Kittery, Maine 03904, and collectively known as the musical
6 Cutts Rd #118 group, (hereinafter “Artist”) whose address is: .

Kittery, Me 03904
www.Phlume.com 1. Appointment:

(a) Artist hereby appoints Manager as Artist’s sole and exclusive Personal Manager and representative,
throughout the world, with respect to all Artist’s activities in the Entertainment Industry, and Manager
hereby accepts such engagement. In this capacity Manager shall render such advice, guidance, counsel and
such other services as Artist may reasonably require to further Artist’s career in the Entertainment Industry,
including but not limited to the following services:
(i) To represent Artist and to negotiate (in conjunction with Artist’s attorney) the terms of
agreements for the use, employment or exploitation of Artist’s services and the products thereof in the
Entertainment Industry;
(ii) To supervise Artist’s professional employment in the Entertainment Industry and to consult
with employers and potential employers so as to assure the proper use and promote demand therefor
throughout the world;
(iii) To be available at reasonable times and places to confer with Artist in connection with all
matters concerning Artist’s career in the Entertainment Industry;
(iv) To engage and discharge and supervise booking agents at Artist’s discretion which Artist may
elect to utilize for the purpose of securing engagements.

(b) Artist shall inform Manager of all offers of compensation submitted to Artist, not limited to
employment in the form of shows, appearances, bookings and merchandising agreements, in order that
Manager may determine in consultation with Artist whether the aforementioned employment opportunities
are compatible with Artist’s career. Artist shall not contract or hire any booking agent without first consulting
Manager to avoid double booking and cancellation of promised appearances. It is expressly understood that
Manager is not a licensed talent agent or theatrical employment agent, however, Manager may assist, in
conjunction with, any licensed talent agent or theatrical employment agent in the efforts to obtain, seek or
procure employment or engagements for Artist, at the Artist’s discretion.

2. Term:

(a) The initial term (the “Term”) of the Agreement shall be for a period of one (1) year commencing
on the date hereof; provided, however, that Manager shall have two individual options; the first extending the
Term for one (1) additional year and the second extending the Term for one (1) additional year. Each option
shall be exercised, if at all, by written notice to Artist any time prior to the date the Term or relevant option
period would otherwise expire. Furthermore, such one (1) year extensions shall be upon the same terms
and conditions as herein contained.

(b) Notwithstanding anything to the contrary contained in paragraph 2(a) of this Agreement,
Artist shall have the right to terminate the Term, if upon the expiration of the initial one (1) year period
commencing on the date hereof, Artist has not either entered into or substantially negotiated the material
terms of a recording agreement with a Recording Company for Artist’s services as a recording artist, OR
achieved a significant increase in music and merchandise sales (equal to 20% or more increase from the
previous year’s sales). Artist shall exercise it’s right to terminate the Initial Term by giving Manager written
notice within thirty (30) days following the one (1) year anniversary of the date hereof, in which event, the
Initial Term shall terminate as of the date that Manager receives such notice. For an agreement to have been
“substantially negotiated”, such negotiations must have proceeded to a point where specific terms of the
deal have been discussed, it being understood that such negotiations must be more than mere solicitation
of interest.

3. Manager’s Commission:

“ T h e Tr i ck I s To S u r re n d e r To The Flow”
 In consideration of our entering into this Agreement, and for other good and valuable consideration,
Artist Management Artist hereby agrees to pay Manager, as and when applicable gross income as received by Artist or on Artist’s
behalf or for Artist’s benefit; (a) A commission equal to fifteen percent (15%) of all gross income which
Artist (or any third party on Artist’s behalf or for Artist’s benefit) may hereafter receive or earn during the
603.969.1123 term hereof from and in connection with Artist’s activities in the entertainment industry, and (b) the same
percentage commission of all gross income which Artist (or any third party on Artist’s behalf or for Artist’s
6 Cutts Rd #118 benefit) may receive or earn following the expiration of the term hereof from and in connection with any
and all employment, engagements and agreements (oral or written) entered into or substantially negotiated
Kittery, Me 03904 during the term hereof relating to any of Artist’s activities in the entertainment industry (and from and in
connection with any and all resumptions of such employment, engagements and agreements which may
www.Phlume.com have been discontinued during the term hereof and resumed within one (1) year thereafter), and from and
in connection with any and all extensions, modifications, renewals and substitutions thereof and additions
thereto and improvements thereon.

Manager’s participation in Artist’s gross income after the Term which is derived from agreements
entered into or services performed during the Term shall continue for an additional period (the “Post Term
Period”) equal to two (2) years. During such Post Term Period, Manager’s Commission shall be reduced
to ten percent (10 %) for the first year of the Post Term Period and then reduced to five percent (5 %) for
the second year of the Post Term Period. Thereafter, Manager shall no longer be entitled to any portion of
Commission or otherwise receive any portion of Artist’s income.

4. Authority:

(a) During the term of this Agreement, Manager shall have the authority to solicit and negotiate
(in conjunction with Artist’s attorney) all offers from third parties for the use of Artist’s services and the
products thereof in the Entertainment Industry, but all such contracts shall be subject to Artist’s approval
and shall not be effective unless and until executed by Artist, provided, however, that Manager shall have the
authority (subject to Artist’s approval in each instance) to execute and/or authorize Artist’s booking agent
to execute so-called “one-nighter” personal appearance agreements, such authority to be revocable upon
written notice to Manager. Any payments made to Artist in care of Manager, shall be deemed received in
a fiduciary capacity and shall be held in a segregated account and accounted for in the manner hereinafter
provided.
(b) Upon written notice to Manager, Artist shall be entitled to retain an independent Certified
Public Accountant (“CPA”) or business manager at Artist’s expense to collect and receive all gross income
and that CPA or business manager shall account and pay Manager’s Commission and reimburse Manager’s
expenses on a monthly basis.

5. Accountings:

(a) Manager shall furnish to Artist, not less frequently than thirty (30) days , a reasonably detailed
written accounting of all Artist’s Gross Compensation received by Manager and commissions due to Manager
hereunder as well as reimbursable expense incurred by Manager.
(b) Manager agrees to maintain complete and accurate books and records relating to this Agreement,
which Artist shall have the right to inspect, at Artist’s expense, provided, however, that if a material error
therein is discovered, the cost of such inspection, together with interest at the prevailing rate on any sums
due to Artist, shall be paid by Manager, without limiting Artist’s other rights in such event. In regards to
review, at all times Manager shall provide, when requested, copies of all financial transactions, and duplicates
will be provided when requested at Artist’s expense. All ledgers, books and financial accounts shall remain
open for Artist to review when desired.

6. Scope:

This Agreement shall not be construed to create a partnership between Artist and Manager, it being
understood that Manager shall render services hereunder as an independent contractor and may render
the same or similar services for others as well as to engage in other business activities, so long as Manager
continues to be active as a personal manager in the Entertainment Industry and such other activities do
not interfere with Manager’s ability to render services hereunder. It is also expressly understood that the
agreement herein stated does not cover the individuals in their solo careers. Separate agreements shall be
entered into if the individual artist(s) noted at the top of this Management Agreement are to be represented

“ T h e Tr i ck I s To S u r re n d e r To The Flow”
 in their solo career by Manager. Artist also agrees that all new members either additions, or replacements,
shall be bound into this agreement with the terms stated herein, from the date of hire, under the existing
clauses stated within this agreement.
Artist Management
7. Expenses:
603.969.1123
Although Artist’s expenses which may arise in connection with Artist’s activities in the Entertainment
6 Cutts Rd #118 Industry (including but not limited to, the cost of material, equipment, facilities, transportation, lodging and
living expenses, costumes, make-up, accounting and legal fees) are Artist’s responsibility, it is anticipated that
Kittery, Me 03904 Manager may from time to time incur such expenses on Artist’s behalf and/or advance funds to Artist for such
expenses. If Manager does so, or if Manager incurs bona fide expenditures in rendering services, including
www.Phlume.com travel accommodations to and from the Artist’s home state, hereunder solely in connection with Artist’s
career which are substantiated by receipted vouchers or paid bills, Manager shall be reimbursed therefor
out of Artist’s Gross Compensation before deduction of commissions due to Manager pursuant to this
Agreement. Manager shall obtain Artist’s express written approval prior to incurring any such reimbursable
expenses, provided, however that such approval shall not be required for expenditures of less than $100.00
per item or $1000.00 in the aggregate per month.

Incurred travel expenses, whether for meetings, rehearsals, mandatory mediation/arbitration visits,
performances or appearances, will be verified with Artist and agreed upon at least two (2) full weeks prior
to travel date. Accommodations for travel for Manager defined within this agreement shall be limited to
travel to and from the Artist’s home Province (British Columbia or any other state/province Artist resides
within) and shall include; a coach/cabin seat on a flight to and from the Artist’s home state to be provided
on a commercial airline to include: Delta, American Airlines, AmericaWest, or Southwest airlines; A single
room for each full day of visit located at an established chain hotel/motel to include: Holiday Inn, Comfort
Inn, Sleep Inn, Quality Inn, Days Inn; And in the case of visits lasting longer than two (2) days; an economy
level vehicle from an established rental car company to include: Budget, Dollar, Hertz, Enterprise, or Alamo
will be provided. Expenses shall be covered and paid for by Manager and Artist at a pro rata rate and shall
not be capped by the expenditures rate of less than $100.00 per item or $1000.00 in the aggregate per
month.

8. Conflict of Interest:

From time to time during the term of this Agreement, persons or entities owned and/or controlled,
directly or indirectly by Manager or Manager’s shareholders, officers, directors and employees, whether
acting alone or in association with others, may package entertainment programs or other presentations
in which the Artist is employed. Manager shall not be entitled to commissions hereunder based on Artist’s
Gross Compensation by reason of the foregoing or under other agreements pursuant to which Artist is
employed by Manager, or an entity affiliated with Manager; and Manager shall not be entitled to Commission
from Artist in connection with any gross income derived by Artist from the sale, license or grant of any
literary or musical rights to manager or any firm or corporation owned or controlled by Manager. Such
relationships shall not be deemed to be a breach of this agreement or of any fiduciary obligations of Manager
to Artist, and shall not in any way affect Manager’s right to commissions hereunder in all other instances.
Manager shall fully disclose to Artist the relationship of all parties in any such circumstances.

9. Breach:

No breach of this Agreement shall be deemed material, unless the party alleging such breach shall
have given written notice thereof to the other party and such other party shall fail to cure such breach
within fourteen (14) days after receipt of such notice. A waiver by either party of a breach of any provision
of this Agreement shall not be deemed a waiver of any subsequent breach, whether of a similar or dissimilar
nature.

10. Controlled Entities:

Artist shall cause any corporation, partnership, trust or other business entity which Artist now owns
or controls or may hereafter own or control or in which Artist has a direct or indirect interest (hereinafter
“firm”) which has a right to Artist’s services in the Entertainment Industry to enter into an agreement with
Manager, on the same terms and conditions as contained in this Agreement, and Artist agrees that all Gross

“ T h e Tr i ck I s To S u r re n d e r To The Flow”
 Compensation received by such firm by reason of Artist’s activities in the Entertainment Industry shall be
subject to Manager’s commission hereunder. In such event, any salary or other compensation paid to Artist
by such firm shall be noncommissioned, in view of the fact that source of such compensation shall already
Artist Management have been subject to commission.

603.969.1123 11. Definitions:

6 Cutts Rd #118
As used in this Agreement, the following terms shall have the following meanings:
Kittery, Me 03904 (a) “Entertainment Industry” shall mean all services and activities in the fields of phonograph
records, transcriptions, personal appearances, merchandising endorsements and tie-ins and the sale, lease or
www.Phlume.com other disposition of musical compositions written or co-written by Artist.
(b) “Gross Compensation” shall mean all forms of income, consideration, including salaries,
advances, fees, royalties, bonuses, gifts, shares of receipts, stocks and stock options, paid to Artist by reason
of Artist’s activities in the Entertainment Industry pursuant to contracts, engagements and commitments
entered into or negotiated during the term of this agreement (regardless of by whom procured) and any
net recovery (after payment of all costs and attorneys’ fees) from any suits, claims, actions, proceedings or
arbitration proceedings arising out of alleged breach, non-performance or infringement by others of any of
such contracts, engagements or commitments.
(c) “Pro Rata” shall be defined as a proportionate allocation of fees, dues or amounts based on the
total number of parties involved. As “Manager” has been defined as a single individual, and “Artist” has been
defined as ( ) individuals, “Artist” shall hold a ( %) share of a pro rata amount and “Manager” shall
hold a ( %) share of a pro rata amount when expressed.

Notwithstanding the foregoing, Gross Compensation shall not include sums payable by Artist or
on Artist’s behalf to third parties for recording costs (including applicable union scale payments to you)
of master recordings embodying musical performances; sums payable by Artist or on Artist’s behalf to
third parties for production costs of audio-visual devices embodying musical performances; sums (including
advances payable by Artist or on Artist’s behalf) to third party musicians, artists, producers, engineers or
director of such master recordings or audio-visual devices; sums payable by Artist or on Artist’s behalf to
third party songwriters or publishers in connection with composition embodying musical performances;
sums payable to Artist for deficit tour financing; sums payable to agents; sums payable to Artist from business
investments or other non-music related activities; booking agent commissions, sums paid out for video
and/or film production costs, sums payable by Artist to third party “opening acts” and to third parties for
the actual reasonable costs incurred by Artist for sound and lights and other actual production costs in
connection with Artist’s live performances; and sums payable to Artist by Company or any of Company’s
affiliates; sums actually paid by a record company on Artist’s behalf to unrelated third parties for so-called
“independent promotion” of recordings featuring Artist’s performances released during the Term; sums
payable to unrelated third parties for audit or collection of royalties due Artist for Agreements regarding
Artist’s services in the entertainment industry; or reasonable legal fees incurred by Artist in dealings with
Manager and third parties in the negotiation and performance of agreements.

12. Parties:

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, representatives and assigns. Manager shall make available the personal services of Chad
Fillion (“Key Man”) to perform the services to be furnished by Manager hereunder. Key Man shall be
primarily responsible for the handling of Artist’s career in the Entertainment Industry. If Key Man, by reason
of disability or otherwise, ceases to be available for a period of Forty Five (45) days or more, Artist may,
upon written notice to Manager, elect to terminate this Agreement.

13. Notices:

All notices, requests, demands and other communications under this agreement shall be in writing
and shall be deemed to have been duly given if either delivered personally or sent by certified or registered
mail, return receipt requested, with postage prepaid, to each party at its address indicated above or to such
other address as any party may hereafter notify the other parties in like manner.

14. Artist’s Warranties:


“ T h e Tr i ck I s To S u r re n d e r To The Flow”
 (a) Artist warrants and represents that Artist:
Artist Management

(i) has full right power and authority to enter into this Agreement;
(ii) is under no obligation or disability or prohibition which might prevent Artist from performing
his obligations hereunder;
603.969.1123 (iii) will not during the term of this agreement enter into any agreement which might materially
interfere with Artist’s ability to perform his obligation hereunder, including engaging any other person or
6 Cutts Rd #118 corporation to act as Artist’s personal manager in the Entertainment Industry.

Kittery, Me 03904
15. Indemnity
www.Phlume.com
(a) Artist agrees to indemnify Manager and hold Manager harmless from and against any liability,
loss, damage, cost or expense including reasonable legal fees paid or incurred by Artist by reason of any
breach or threatened breach by Artist or failure of the covenants, representations or warranties contained
herein or in said agreement.
(b) Manager agrees to indemnify Artist and hold Artist harmless from and against any liability, loss,
damage, cost or expense including reasonable legal fees paid or incurred by Manager by reason of any breach
or threatened breach by Manager or failure of the covenants, representations or warranties contained
herein or in said agreement.

16. Mediation & Arbitration

In the event a dispute shall arise between the parties to this contract, the parties agree to participate
in at least four (4) hours of mediation, to be administered by a mediation counselor, lawyer, or office located
within 50 miles of the Artist’s home city of Vancouver, British Columbia.The parties agree to pay its pro rata
share of the expenses and fees of the mediation process. Mediation involves no formal court procedures
or rules of evidence, and the mediator does not have the power to render a binding decision or force an
agreement on the parties. Either party initiating mediation will be responsible for locating and hiring the
mediation council, lawyer or office. Any and all personal travel expenses incurred by Manager for mediation
including, but not limited to airline flights, hotel accommodations, meal and rental cars shall be considered a
bona fide expense as defined in Article 7.

Any controversy, claim or dispute not settled during the mediation process, are required to be
submitted to advisory arbitrators. The parties agree to pay its pro rata share of the expenses and fees of
the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator. The
mediator should never serve as an arbitrator in a subsequent arbitration, since he or she will have been
exposed to confidential communications during the mediation process.The number of arbitrators appointed
to the dispute shall be three (3) arbitrators agreed by both parties, save where the parties are unable to
agree, the mediator shall be empowered to designate the arbitrators. At least one arbitrator shall be located
within the Artist’s home province, and at least one (1) arbitrator shall reside in the Manager’s home state.
The parties shall each designate one arbitrator and after negotiation with the appointed arbitrators, the
Mediator shall determine and appoint a suitable 3rd arbitrator. Each party shall bear its own attorneys fees
and expenses. As the arbitrator is hired in the advisory capacity, the decision shall be non-binding. The
arbitrator shall not have the right to award punitive damages or speculative damages to either party and
shall not have the power to amend this Agreement. All arbitration hearings shall be taped by the arbitrators
to be used in a court of law should resolution not be found by both parties with the use of the advisory
arbitration.

17. Governing Law:

This Agreement shall be enforced by the Governing law of the State of Maine. Any controversy,
claim or dispute not settled during the mediation process or the arbitration process shall be settled within a
court of law based within the Governing State of Maine. All disputes settled within the court of law shall be
deemed binding to the fullest extent of the law. Neither party shall be able recoup travel expenses, attorney
fees, court fees, or legal fees within the Maine Court System and shall not be able to appeal to a court
outside of the State of Maine, except in the case of Federal Appeal to the Supreme Court.

18. Entire Agreement:


“ T h e Tr i ck I s To S u r re n d e r To The Flow”
 This Agreement contains the entire agreement between the parties and supersedes any and
all previous agreements, written or oral, between the parties relating to the subject matter hereof. No
amendment of the terms of this agreement shall be binding unless reduced to writing and signed by Artist
Artist Management and Manager.

603.969.1123
6 Cutts Rd #118 IN WITNESS WHEREOF, the parties have entered into this Agreement on as of the date first above
written.
Kittery, Me 03904
ACCEPTED AND AGREED TO:
www.Phlume.com
MANAGER: Chad Fillion dated:
Name (printed):

dated:
Name (signed):

ARTIST: dated:
Name (printed):

dated:
Name (signed):

dated:
Name (printed):

dated:
Name (signed):

dated:
Name (printed):

dated:
Name (signed):


“ T h e Tr i ck I s To S u r re n d e r To The Flow”