Royalty Logic, Inc.'S Rebuttal Statement

Before the COPYRIGHT ROYALTY BOARD LIBRARY OF CONGRESS UNITED STATES COPYIGHT OFFICE Washington, D.C.

) In the Matter of ) ) Digital Performance Right in Sound ) Docket No. 2005-1 CRB DTRA Recordings and Ephemeral Recordings ) )

ROYALTY LOGIC, INC.'S REBUTTAL STATEMENT

Kenneth D. Freundlich SCHLEIMER 4 FREUNDLICH, LLP 9100 Wilshire Blvd., Suite 615 East Beverly Hills, CA 90212 (v)(310) 273-9807 (f) (310) 273-9809

Counsel for SoundExchange, Inc. REBUTTAL STATEMENT

Royalty Logic, Inc. ("RLI"), hereby submits its rebuttal statement in the above- captioned matter, in accordance with 37 C.F.R. Section 351.11. As explained more fully below, the additional testimony provided herewith, along with the supporting Exhibits, rebut SoundExchange's contentions during the direct case phase of this proceeding.

Supported by this additional testimony and exhibits, RLI submits the enclosed Revised

Proposed Regulations, found in this volume.

SUMMARY OF TESTIMONY

For the convenience of the Board, RLI provides this brief overview of the main points of its rebuttal testimony, all of which supports RLI's designation here as a competing Designated Agent with Direct Accounting, Royalties, Payment and Audit

Rights ("DARPA") from the statutory licensees.

I. Benefits of Competition

Ronald Gertz, the President and COO of RLI, will rebut statements made during the direct case and provide evidence supporting RLI's designation as a Designated Agent with DARPA and particularly of the fact that the benefits of Competition and freedom of choice for royalty recipients under the statutory license, which SoundExchange denies, are manifest.

Peter Paterno, an entertainment transactional attorney in the music area whose practice encompasses the representation of best-selling recording artists which have sold more than One Hundred Million albums worldwide in all aspects of the recording, music publishing and live concert touring industries, also to rebut statements made in the direct case, testifies that choice among collectives benefits artists under the statutory system. II. There are no Acceptable Substitutes for Competition in Statutory License Administration

Mr. Gertz rebuts SoundExchange's contention that their so-called "independent" Board of Directors, and the Direct Licensing alternative

provided in the statute are viable substitutes for competition in statutory licensing administration.

Mr. Paterno also rebuts SoundExchange's contention that their Board of Directors is "independent".

III. Performine Rights Organizations ("PRO's) Are a Benchmark and Relevant Comparison For Analvzine SoundKxchanee and the Need For Competition

Mr. Gertz rebuts SoundExchange's contention that competition among the PRO's is not a relevant analogy to the statutory license under consideration, presenting testimony that in fact, the PRO's are a relevant analogy as to why competition would benefit copyright owners and performers of sound recordings.

Mr. Paterno also rebuts SoundExchange's this contention by presenting testimony that competition in the PRO arena is an important check on royalty accounting and is relevant to the reason why competition under this statutory license is necessary to benefit artists.

IV. Agreement Between RLI and Statutorv Licensees (willing buvers) Supports Designating RLI with DARPA

c Mr. Gertz provides testimony concerning an agreement between RLI and DiMA wherein the DiMA members are able to designate RLI as a collective with DARPA for these statutory Royalties. This Agreement eschews both the previous multi-tier Receiving/Designated Agent structure and SoundExchange's "sole collective" model.

V. Avoidine Cost Recoupment Is A Reason Not To Affiliate With SoundKxchanee and to Affiliate With RLI

Mr. Paterno presents testimony concerning the need for a competing collective so that artist may choose to avoid SoundExchange's cost recoupment scheme. VI. RLI's Revised Prouosed Regulations

o Mr. Gertz draws on his experience in administering sound recording copyright royalties and music performance royalties, and the direct testimony in this case, and proposes Revised Proposed Regulations to provide copyright owners and users with a competitive alternative to SoundExchange.

Respectfully Submitted,

SCHLEIMER dk ICH, L

Kenneth 5. Freundlich

9100 Wilshire Blvd. Suite 615 East Beverly Hills, CA 90212 (310 273-9807

Counsel For Royalty Logic, Inc.

September 27, 2006 Page 1 of 1

Ronald Gertz

From: Ronald Gertz Sent: Wednesday, September 27, 2006 4:40 PM To: Alixandra Steier (E-mail) Subject: delivery to the CRB

Alix - here is the delivery address there is a box and an extra copy of our rebuttal case - please have them stamp the extra copy "received" and send to back to me

Copyright Royalty Board Library of Congress James Madison Memorial Building Room: LM-401 101 Independence Ave SE Washington DC 20559-6000

Many big thankyous

Ronald H. Gertz, Esq. President Music Reports, Inc. Royalty Logic, Inc. 21122 Erwin Street Woodland Hills, CA 91367 Tel: (818) 558-1400 Fax:(818) 558-3481 Email: ronnie musicreoorts.corn Website: www.musicreoorts.corn

The information contained in this e-mail transmission, including any previous messages or attachments to it, is intended only for the personal and confidential use of the recipient(s) named above. If you have received this transmission in error, please forget that you saw it and delete the original transmission, without making copies, disclosing, distributing, saving or making use of it in any manner.

9/27/2006 Before the COPYRIGHT ROYALTY BOARD LIBRARY OF CONGRESS UNITED STATES COPYIGHT OFFICE Washington, D.C.

) In the Matter of ) ) Digital Performance Right in Sound ) Docket No. 2005-1 CRB DTRA Recordings and Ephemeral Recordings ) )

REBUTTAL CASK OF ROYALTY LOGIC, INC.

Kenneth D. Freundlich SCHLEIMER 8'c FREUNDLICH, LLP 9100 Wilshire Blvd., Suite 615 East Beverly Hills, CA 90212 (v)(310) 273-9807 (f) (310) 273-9809 5KP 29 N06 Counsel for Royalty Logic, Inc. ERR'a%i'%4 g. Q QFGOPNiGNiota C~ ofay Before the COPYRIGHT ROYALTY BOARD LIBRARY OF CONGRESS UNITED STATES COPYIGHT OFFICE Washington, D.C.

) In the Matter of ) ) Digital Performance Right in Sound ) Docket No. 2005-1 CRB DTRA Recordings and Ephemeral Recordings ) )

ROYALTY LOGIC, INC.'S REBUTTAL STATEMENT

Kenneth D. Freundlich SCHLEMER k FREUNDLICH, LLP 9100 Wilshire Blvd., Suite 615 East Beverly Hills, CA 90212 (v)(310) 273-9807 (fj (310) 273-9809

Counsel for SoundExchange, Inc. REBUTTAL STATEMENT

Supported by this additional testimony and exhibits, RLI submits the enclosed Revised

Proposed Regulations, found in this volume.

SUMMARY OF TESTIMONY

Rights ("DARPA") from the statutory licensees.

Benefits of Com etition

e Peter Paterno, an entertainment transactional attorney in the music area whose practice encompasses the representation of best-selling recording artists which have sold more than One Hundred Million albums worldwide in all aspects of the recording, music publishing and live concert touring industries, also to rebut statements made in the direct case, testifies that choice among collectives benefits artists under the statutory system. II. There are no Acceptable Substitutes for Competition in Statutorv License Administration

Mr. Gertz rebuts SoundExchange's contention that their so-called "independent" Board of Directors, and the Direct Licensing alternative

provided in the statute are viable substitutes for competition in statutory licensing administration.

Mr. Paterno also rebuts SoundExchange's contention that their Board of Directors is "independent".

III. Performine Rights Organizations ("PRO's) Are a Benchmark and Relevant Comnarison For Analvzine SoundExchanee and the Need For Comnetition

o Mr. Gertz rebuts SoundExchange's contention that competition among the PRO's is not a relevant analogy to the statutory license under consideration, presenting testimony that in fact, the PRO's are a relevant analogy as to why competition would benefit copyright owners and performers of sound recordings.

IV. Agreement Between RLI and Statutorv Licensees (willing buversl Sunnorts Designating RLI with DARPA

o Mr. Gertz provides testimony concerning an agreement between RLI and DiMA wherein the DiMA members are able to designate RLI as a collective with DARPA for these statutory Royalties. This Agreement eschews both the previous multi-tier Receiving/Designated Agent structure and SoundExchange's "sole collective" model.

V. Avoidinu Cost Recounment Is A Reason Not To Affiliate With SoundExchanee and to Affiliate With RLI

o Mr. Paterno presents testimony concerning the need for a competing collective so that artist may choose to avoid SoundExchange's cost recoupment scheme. VI. RLI's Revised Pronosed Regulations

Mr. Gertx draws on his experience in administering sound recording copyright royalties and music performance royalties, and the direct testimony in this case, and proposes Revised Proposed Regulations to provide copyright owners and users with a competitive alternative to SoundExchange.

Respectfully Submitted,

SCHLEIMER 4 ICH, L

Kenneth 5. Freundlich

9100 Wilshire Blvd. Suite 615 East Beverly Hills, CA 90212 (310 273-9807

Counsel For Royalty Logic, Inc.

September 27, 2006 REVISED PROPOSED REGUIATIONS Appendix A Revised Proposed Regulations

PART 262 — RATES AND TERMS FOR CERTAIN ELIGIBLE NONSUBSCRIPTION TRANSMISSIONS, NEW SUBSCRIPTION SERVICES AND THE MAKING OF EPHEMERAL REPRODUCTIONS

Sec. 262.1 General. 262.2 Definitions. 262.3 Royalty fees for public performance of sound recordings and for ephemeral recordings. 262.4 Terms for making payment ofroyalty fees and statements of account. 262.5 Confidential information. 262.6 Verification of statements of account. 262.7 Verification ofroyalty payments. 262.8 Unclaimed funds. g 262.1— No change proposed. g 262.2 Definitions.

Performers means the independent administrators identified in 17 U.S.C. 114(g)(2)(B) and (C) and the parties identified in 17 U.S.C. 114(g)(2)(D). The performers may, independently from copyright owners, designate agents for the collection and distribution of royalties under the statutory licenses. g 262.3 No change proposed. g 262.4 Terms for making payment of royalty fees, statements of account and records of use of sound recordings.

(a) Payment and delivery of statements of account and records of use of sound recordings to Designated Agent(s). A Licensee shall make the royalty payments due under $ 262.3 and deliver statements of account pursuant to and records of use of sound recordings pursuant to the regulations governing such records ofuse to the Designated Agent(s).

(b) Designation of agents.

(1) Royalty Logic, Inc. and SoundExchange, are designated as Designated Agents to receive payments and the information required under $262.4(a) from licensees and to distribute such royalty payments to Copyright Owners and Performers entitled to receive royalties under 17 U.S.C. 112(e) or 114(g). Royalty Logic, Inc. shall continue to be designated should it elect to become a not for profit corporation or reorganize for any

Gertz rebuttal testimony 24 purpose. Unless voluntarily relinquished by written notice to Librarian of Congress, a Designated Agent shall retain such designation in all subsequent statutory license periods.

(2) The Designated Agents shall agree between themselves concerning responsibility for distributing royalty payments to Copyright Owners and Performers that have not themselves authorized either Designated Agent.

(d) Minimum payments. No proposal made

(e) Late payments. No proposal made

(f) Statements of account. For any part ofthe period beginning on the date these rates and terms are adopted by the Librarian of Congress and published in the Federal Register and ending on t 1, during which a Licensee operates a service, by 45 days after the end of each month during the period, the Licensee shall deliver to the Designated Agent(s) a statement of account containing the information set forth below on a form prepared, and made available to Licensees, by the Designated Agent(s). The Designated Agent(s) shall agree on the form ofthe statement of account. If a payment is owed for such month, the statement of account shall accompany the payment. A statement of account shall include only the following information:

(1 - 8) No proposal made

(g) Allocation of license fees among Designated Agents.

(1) License fees payable pursuant to shall be allocated among the Designated Agents by their "Proportionate Share"of the total amount of license fees due all Designated Agents in the aggregate for the applicable month. A Designated Agent's Proportionate Share for the applicable month shall be calculated by multiplying (i) the total amount of license fees due all Designated Agents in the aggregate times (ii) the Designated Agent's "Play Ratio." A Designated Agent's "Play Ratio" is a fraction — the numerator of which shall be the total number oftimes that any sound recording controlled by such Designated Agent are performed in conformity with the provisions of 117 U.S.C. $ 114 (d)(2) by a Licensee during the applicable month, and the denominator of which is the total number of times that all sound recordings, including such Designated Agent's sound recordings, are performed in conformity with the provisions of 117 U.S.C. $ 114 (d)(2) by a Licensee during the applicable month, using the information provided by the Licensee pursuant to the regulations governing records ofuse sound recordings for the period for which the royalty payment was made; Provided, however, that a Licensee and a Designated Agent may agree to allocate license fees payable to that Designated Agent on an alternative basis.

Gertz rebuttal testimony 25 (2) To the extent that a Designated Agent does not represent and/or control the performance rights of either the Copyright Owner, Featured Artist(s) or the Nonfeatured Artist(s) for a particular Sound Recording, the performance of that sound recording, before being added to the numerator of the Designated Agent's Play Ratio, shall be further prorated according to the percentages prescribed at 17 U.S.C $ 114(g)(2). (For example, if a Designated Agent controls only the performance right of the Sound Recording Copyright Owner, but not the Featured Artists for that Recording, and is therefore entitled to only 50% of the receipts from a public performance of the Sound Recording under $ 114(g)(2), then only 50% of a performance would be added to the numerator of the Designated Agent's Play Ratio.)

(3) For each month of the quarterly period commencing with [INSERT] and ending on [INSERT] (the "Initial Quarter") Royalty Logic, Inc.'s Play Ratio for each such month shall be deemed to be a fraction, the numerator of which is Five (5) and the denominator of which is One Hundred (100), and SoundExchange's Play Ratio for each such month shall be deemed to be a fraction, the numerator of which is Ninety Five (95) and the denominator of which is One Hundred (100). Such fractions are referred to herein as the "Estimated Play Ratio(s)".

(A) Following submission of records of use by each Licensee for the Initial Quarter, each Designated Agent shall determine the difference between that Designated Agent's Estimated Play Ratio during the Initial Quarter and that Designated Agent's actual Play Ratio for the Initial Quarter, by computing the actual Play Ratio for the months comprising the Initial Quarter attributable to that Designated Agent at the end of each such month. Such determination shall be made by each Designated Agent, and each Designated Agent notify each Licensee of the results of such determination, no later than forty-five (45) days following the end of the Initial Quarter.

(B) If a Designated Agent determines that its actual Play Ratio is less than its Estimated Play Ratio for the Initial Quarter, then that Designated Agent shall credit to each Licensee an amount equal to the difference between the amount of license fees which would have been payable to that Designated Agent by that Licensee using that Designated Agent's actual Play Ratio for that quarter, instead of using the Estimated Play Ratio, concurrently with its notice to that Licensee of its actual Play Ratio for that quarter.

(C) If a Designated Agent determines that its actual Play Ratio is greater than its Estimated Play Ratio for the Initial Quarter, then each Licensee shall pay to that Designated Agent an amount equal to the difference between the amount of license fees which would have been payable to that Designated Agent by that Licensee using that Designated Agent's actual Play Ratio for that quarter, instead of using the Estimated Play Ratio, no later than Forty-five (45) days following the Designated Agent's notice to that Licensee of its actual Play Ratio for that quarter.

Gertz rebuttal testimony 26 (D) For each month of each quarter after the Initial Quarter, the amount of license fees payable by each Licensee to each Designated Agent concurrently with its submission of statements of account to that Designated Agent shall be determined using that Designated Agent's actual Play Ratio for the preceding quarter, subject to quarterly reconciliation as provided in the preceding 3 paragraphs hereof.

(4) Disputes relating to the allocation of license fees among the Designated Agents may be referred to the Copyright Royalty Board for resolution.

(h) Distribution of payments.

(1) The Designated Agent(s) shall distribute royalty payments directly to Copyright Owners and Performers, according to 17 U.S.C. 114(g)(2); Provided that a Designated Agent shall only be responsible for making distributions to those Copyright Owners and Performers who provide the Designated Agent with such information as is necessary to identify and pay the correct recipient of such payments. The Designated Agents shall distribute royalty payments on a basis that values all performances by a Licensees equally based upon the information provided by Licensees pursuant to the regulations governing records of use of sound recordings by Licensees; Provided, however, Performers and Copyright Owners that authorize a particular Designated Agent may agree with the Designated Agent to allocate their shares of the royalty payments made by any Licensee among themselves on an alternative basis. Parties entitled to receive payments under 17 U.S.C. 114(g)(2) may agree with a Designated Agent upon payment protocols to be used by the Designated Agent that provide for alternative arrangements for the payment of royalties consistent with the percentages in 114(g)(2). In the event that a Performer has not authorized a particular Designated Agent for collection of royalties but the Copyright owner has authorized a particular Designated Agent, the Performers'hare of royalties shall be allocated to the Designated Agent of the Copyright Owner which shall distribute royalties to the Performer consistent with this section. g 262.5 No change proposed. g 262.6 Verification of Statements of Account.

(a) General. This section prescribes procedures by which a Designated Agent may verify the royalty payments made by a Licensee; Provided, however, that nothing contained in this section shall apply to situations where a Licensee and a Designated Agent have agreed as to proper verification methods.

(b) Frequency of verification. No change proposed.

(c) Notice of intent to audit. A Designated Agent must file with the Copyright Office a notice of intent to audit a particular Licensee, which shall, within 30 days of the

Gertz rebuttal testimony 27 filing of the notice, publish in the Federal Register a notice announcing such filing. The notification of intent to audit shall be served at the same time on the Licensee to be audited. Any such audit shall be conducted by the Designated Agent or an independent and qualified auditor identified in the notice, and shall be binding on all parties represented by the Designated Agent.

(d) Acquisition and retention of records. No change proposed.

(e) Acceptable verification procedure. An audit, including underlying paperwork, which was performed in the ordinary course of business according to generally accepted auditing standards by an independent and qualified auditor, shall serve as an acceptable verification procedure for all parties represented by the Designated Agent with respect to the information that is within the scope of the audit.

(f) Consultation. No change proposed.

(g) Costs of the verification procedure. No change proposed.

$ 262.7 No change proposed.

$ 262.8 No change proposed.

Gertz rebuttal testimony 28 REBUTTAL TEFflMONY (RONALD H. GERTZ) Before the COPYRIGHT ROYALTY BOARD LIBRARY OF CONGRESS UNITED STATES COPYIGHT OFFICE Washington, D.C.

) In the Matter of ) ) Digital Performance Right in Sound ) Docket No. 2005-1 CRB DTRA Recordings and Ephemeral Recordings ) )

REBUTTAL TESTIMONY OF RONALD H. GERTZ

I. INTRODUCTION

1. As a followup to the direct testimony I provided earlier in this proceeding,

I will expand on my prior testimony in several respects and respond to certain issues raised during the course of this proceeding. This written rebuttal testimony is submitted in support of Royalty Logic Inc.'s ("RLI") request to establish RLI as a Designated

Agent, on the same basis as SoundExchange, with the right to receive all required notices and to receive Direct Accounting (i.e. statements of account), Reports of Use of sound recordings, Payment and Audit rights — "DARPA" — from statutory licensees.

2. I also submit herewith (together with explanation) RLI's revised terms for the Section 112 and 114 statutory licenses to establish RLI as a Designated Agent, on the same basis as SoundExchange, engaged in the payment and distribution of license fees to copyright owners and performers pursuant to both voluntary and statutory licenses contained in sections 112 and 114 of the U.S. Copyright Act and thus entitled to receive all required notices and to receive DARPA from statutory licensees.

Gertz rebuttal testimony II. THK BENEFITS OF COMPETITION AND FREEDOM OF CHOICE FOR ROYALTY RECIPIENTS UNDER THE STATUTORY LICENSE WHICH SOUNDKXCHANGK DENIES ARE MANIFEST

3. To bolster its attempt to deny copyright owners and performers the freedom to choose among competitive agents for the administration of their statutory royalties, SoundExchange, argues simply that competition is messy and leads to additional costs and inefficiencies. But RLI and SoundExchange will compete on price and service, which will result in better services and lower prices (i.e., administrative fees). It is this competition that SoundExchange, a monopolist, fears.

For example, just a few days before the due date for this rebuttal testimony,

SoundExchange finally released two lists, one of unpaid artists and one of unpaid labels

(i.e., copyright owners) (not affiliated with SoundExchange) for whom it has been holding royalties dating back to 1996, but for whom SoundExchange has no contact information (collectively, the "Unidentified List"). SoundExchange also provided a link on its website which leads to these lists. A copy of the SoundExchange home page with the link, and the lists themselves, are collectively attached hereto as RLI Exhibit 10. On my review, these lists include many well known artists that SoundExchange could not locate — a few of the most notable names are: Lauryn Hill, Blood Sweat & Tears,

Mannheim Steamroller, Loggins & Messina, N Sync and Peter Paul & Mary. According to the RIAA's own website, each of these artists have sold millions of sound recordings in the past decades. As an exercise, in the space of one hour, using resources available to

RLI, I was able to identify the contact information for several artists and labels which I chose at random, including, Ice Cube, The Abyssinians, Fourplay, Biohazard, Jermaine

Dupri, Megaforce Records, Avatar Records Crystal Rose Records, Fat Possum Records

Gertz rebuttal testimony and Star Trek Records. It should not have been difficult for SoundExchange to locate these and many other names on these lists — and they have had many years in which to do so.

4. Having created one of the largest data processing companies in the world to process data relating to the use of musical works and sound recordings in high volume, no one understands better than I the difficulties in identifying copyright owners and performers. And, no agent would spend a dollar to distribute twenty cents. But, I can' help but believe that competition would have brought this issue to light in a more timely and transparent manner so that many of these artists and labels could have come forward years ago to collect their royalties. Clearly, in the presence of competition from RLI,

SoundExchange will be fearful that if it maintains a large unidentified list (and the interest on the accumulated royalties), RLI will seek to sign up the parties in that list.

SoundExchange would face a natural incentive to be more proactive about identifying performances and entitled parties and reducing the magnitude of the list in a competitive environment.

5. SoundExchange has announced that all royalties attributable to the

Unidentified List, which may exceed millions of dollars in the aggregate, will "escheat" to SoundExchange on December 15, 2006 — an incentive for a monopolist to grow the list rather than reduce it. Far from being a cost inefficiency, as SoundExchange argues, the existence of competition in the form of RLI, would assure that the largest percentage of the collected revenues reach their rightful recipients — and do not merely enrich

SoundExchange.

Gertz rebuttal testimony 6. Further, Ms. Kessler has argued that competition as it relates to license administration issues is an incentive for RLI to "free ride" on the activities of

SoundExchange. But Ms. Kessler ignores the reality that RLI is paying its own costs in this proceeding and is pursuing the agenda of its affiliates (i.e., freedom to choose an agent other than SoundExchange) which dramatically conflicts with the agenda of

SoundExchange. More astoundingly, she characterizes RLI as a free rider that would somehow benefit by not distributing royalties to its members because it is "for profit"

That is a non sequitor, because if RLI did not distribute royalties to its members it would not be in business very long.

III. NEITHER THK SO-CALLED "INDEPENDENCE" OF THE SOUNDEXCHANGK BOARD OF DIRECTORS NOR DIRECT LICENSING AS URGED BY SOUNDKXCHANGE ARE ACCEPTABLE SUBSTITUTES FOR COMPETITION IN STATUTORY LICENSE ADMINISTRATION

7. Both Mr. Simson and Ms. Kessler stated multiple times in their testimony that the safeguards or remedies for copyright owners and performers who are disaffected by the cost structure or distribution policies of SoundExchange are the "checks and balances" provided by the SoundExchange Board of Directors, and the possibility of direct (i.e., "voluntary") licensing permissible under the Statute. But, neither are effective remedies for the disaffected and, indeed, both of these misguided suggestions, provide further evidence for this Board that competition is necessary under the statutory license to ensure fairness and efficiency to all copyright owners and performers.

Gertz rebuttal testimony A. The SoundExchanee Board of Directors Will Not Protect Artists and Independent (non-"maior"l Labels

8. The suggestion that the SoundExchange Board of Directors, with an equal number of artist and label representatives, will provide the necessary checks and balances in the collection and distribution process, is flawed. SoundExchange has modeled the composition of its Board of Directors after ASCAP (which has an equal number of composer and publisher representatives). Therefore, the government's experience with

ASCAP is directly relevant and instructive. The Department of Justice ("DOJ") has long recognized the potential for abuse in ASCAP's distribution policies and, in responding to complaints from ASCAP members, has required specific provisions in ASCAP's consent decree intended to promote competition among collectives and prevent discrimination among members. The DOJ stated: "The existing [Amended Final Judgment] contains a number ofprovisions intended both to facilitate entry ofnew competitors to ASCAP in administering music performance rights, and to provide some constraint on ASCAP's ability to discriminate against certain groups ofmembers...These provisions were intended to reveal whether ASCAP was unfairly favoring certain members, and to allow members to make informed choices about whether to remain with ASCAP or join another

PRO." 'ver time, however, the DOJ determined that detailed regulation in this area had proven costly and ineffective and instead opted to expand choice and competition among collectives in the recently revised consent decree (the "AFJ2"). In explaining its reasons for modifying or eliminating previous decree provisions regulating membership and distribution policies the DOJ stated: "The AFJ2 instead focuses on ensuring that

ASCAP cannot impede its members'bility to move to competing performing rights

'U exhibit 2, in evidence May 4, 2006 during cross examination ofJohn Simson

Gertz rebuttal testimony organizations. Thus, the AFJ2 is desired to grotect members through the availabilitv of competitive alternatives rather than burdensome and ineffective relation." (emphasis added) Moreover, the DOJ continues in the clearest language possible: "...the United

States believes that competition will nrovide a better check on unfair practices than regulation. so lone as sonmvriters are able to move freelv among PROs." (emphasis added)

9. In ruling here as to whether there should be competition in this arena, I urge the Board to consider the DOJ's view — i.e., that it is competition among collectives, not the collectives board of directors, that provides the necessary checks and balances.

Mr. Simson has stated that if SoundExchange is not as efficient as possible, its members will get someone else to do the job. But this statement is self serving and hollow when there is no alternative operating simultaneously in the marketplace — and where, as here,

SoundExchange is mounting a mighty opposition to RLI's effort to provide that alternative.

B. Direct licensine Is Not A Solution For Disaffected SoundExchanee Members

10. Mr. Simson and Ms. Kessler state multiple times in their testimony that the sole remedy for disaffected individual copyright owners and performers, unhappy with SoundExhange's cost structure or distribution policies, is to forgo the protections of the statutory license and, instead, seek direct (i.e., "voluntary") licenses with the hundreds if not thousands ofusers ofthese statutory rights. But, as demonstrated below,

MEMORANDUM ON THE UNITED STATES IN RESPONSE TO PUBLIC COMMENTS ON THE JOINT MOTION TO ENTER SECOND AMENDED FINAL JUDGEMENT (Civil Action No. 41-1395 (WCC) March 16, 2001st page 37. (the "Second DOJ Memo") (Attached as Exhibit 11 hereto)

Gertz rebuttal testimony the hope of voluntary (i.e. direct) licensing is not a substitute for the rights accorded to performers and copyright owners under a statutory license.

11. Sections 112 and 114 provide, generally for two kinds of licenses.

Statutory (or compulsory) licenses are available to users that meet all notice and operating requirements and pay the statutory license fees. The rates and terms of the statutory license are binding on all royalty recipients. Direct licenses, on the other hand, are not automatic and are between users and copyright owners. Such licenses customarily vary the terms of a statutory license and may provide for direct payment of license fees to copyright owners. Such licenses may also provide for relaxation of the so-called sound recording performance compliment and other restrictive terms of use.

12. But, direct licensing is not a comparable solution for copyright owners and performers disaffected with SoundExchange's administration of statutory license payments. First, under the statute, performers do not have the right to enter into a direct license - only copyright owners are given this "choice". Therefore, a direct license is not an option for a performer who believes that SoundExchange has taken excessive cost deductions or has established unfair distribution practices or believes that the

SoundExchange Board of Directors has not exercised sufficient unbiased and independent oversight. Second, even when the copyright owner elects the direct licensing alternative, the performer may never receive any performance royalties because the statute provides that fees payable under a direct license are paid to the copyright owner

(not directly to the performer as the statute provides) and therefore need only be distributed to the performer by the copyright owner after recoupment of various copyright owner costs (e.g., production, advertising, promotion, etc.). Clearly, the statutory license

Second DOJ Memo at page 40

Gertz rebuttal testimony is much more favorable to the performer since the Designated Agents are required to distribute royalties directly to their performer affiliates without recoupment of copyright owner costs. Third, licensees are not required to accept the terms of a direct license offered by a copyright owner, as they are required to accept the terms of a statutory (i.e.

compulsory) license. Indeed, no direct license is possible unless the terms are acceptable

to individual licensees. A licensee has absolutely no incentive to agree to a "hat in hand"

direct license proposal when the only reason for the direct license is the desire of the

Fourth, the copyright owner would have to convince all users to take direct licenses in

order to effectively avoid SoundExchange — a massive and practically impossible burden.

13. Finally and perhaps most significantly, the bargain underlying the

statutory license is that copyright owners give up the exclusive right to say no to a

licensee (the answer is always yes!) in exchange for certain benefits, protections and use

restrictions. Why should a copyright owner or performer be forced to seek direct licenses

from hundreds of users and forgo the benefits, protections and use restrictions available

under a statutory license in order to avoid the business practices of a monopolistic

collective? The only practical or effective remedy for a copyright owner or performer

who feels disaffected by SoundExchange is the ability — at any time during the term of

the statutory license - to designate an alternative agent (i.e., RLI with DARPA) for the

collection and distribution of statutory license fees. This is clearly the remedy that

Congress intended when it provided copyright owners with the ability to designate

"agent(s)" and provided the exemption from recoupment of SoundExchange's costs

contained in section 114(g)(3).

Gertz rebuttal testimony IV. COMPETITION IN THK ADMINISTRATION OF PERFORMANCE RIGHTS IN MUSICAL COMPOSITIONS BENEFITS COPYRIGHT OWNERS AND SONGWRITERS AND COMPETITION HERE WOULD SIMILARLY BENEFIT COPYRIGHT OWNERS AND PERFORMERS OF SOUND RECORDINGS

14. SoundExchange argues that the positive benefits of choice and competition that are readily apparent in the analogous marketplace for administration of performance rights in musical works — a robust and healthy competitive market - are not relevant here. SoundExchange seeks to avoid the inescapable conclusion of that analogy

(i.e., that freedom to choose and competition are necessary under the statutory license) by claiming that administration of the musical composition licenses by performing rights organizations ("PROs") and administration of the sound recording under the statutory license by Designated Agents are fundamentally different. The SoundExchange position is simply incorrect on rights as well as function.

15. The similarities in the administration of these two sets of rights are obvious. The PROs and the Designated Agents administer "performance" rights by obtaining non-exclusive rights from their members. The basic payout splits are the same: the PROs pay 50% to the songwriters and 50% to the copyright owners (i.e., music publishers) while the Designated Agents pay 50% to performers (5% going to specified unions) and 50% to copyright owners (i.e., record labels). Moreover, the performance of a sound recording also includes a performance of the underlying musical work — so both rights are always required in the digital world.

16. Moreover, the PROs perform the same functions as the Designated Agents under the statutory license. These are:

They both seek to negotiate licenses with individual users or groups of users;

Gertz rebuttal testimony In the absence of negotiated agreements they are both subject to judicial rate

proceedings to determine rates and terms. SoundExchange points out that under

the statutory license the Copyright Royalty Board establishes one set of rates

which the marketplace must allocate among the Designated Agents, while the

PROs negotiate or litigate their rates separately. But, the issue of the fee structure

affecting licensees (willing buyers) is irrelevant to and completely separate from

the collection and distribution issues affecting performers and copyright owners

(willing sellers) for whom choice and competition are relevant and necessary;

They both collect license fees from users;

o They both establish internal rules for how collected royalties will be distributed

among their members. Although Ms. Kessler makes the point that

SoundExchange is not a membership organization, its website has specific

directions as to how to become a "member" as demonstrated by the attached

pages from its website. RLI Exhibit 12.

They deduct administrative fees and costs from the royalties. Here,

SoundExhange argues that having two collectives will increase administration

costs and points to the PROs as an example of where this is so. But the fact that

the music publishing industry has supported multiple collectives and multiple

administrative fees, is probative evidence of the value of choice in a competitive

marketplace for collection services; and

9 They perform necessary monitoring and enforcement functions.

17. The Designated Agents under the statutory license look like the PROs and function like the PROs. Therefore, the analogy is apt. In that marketplace, songwriters

Gertz rebuttal testimony 10 and music publishers have for many years exercised choice among competing PROs by supporting, with their memberships, ASCAP, BMI and SESAC to collect and distribute performance royalties. Copyright owners and performers should be entitled to the same freedom of choice with respect to the administration of statutory royalties.

18. It is worth noting that SoundExchange has no problem analogizing itself to ASCAP when it serves SoundExchange's parochial interests. As discussed above, it claims that its board of directors (with an equal number of copyright owners and performer representatives) is modeled after the ASCAP board (with an equal number of songwriter and publisher representatives) and should be viewed as a similar model of fairness and impartiality. For the reasons stated above, the PRO model should be recognized as analogous and probative as to the benefits of meaningful competition under the statutory license.

V. AGREEMENTS BETWEEN RLI AND LICENSEES SUPPORT STATUTORY LICENSE TERMS DESIGNATING RLI AS A COLLECTIVE WITH DARPA — ON THK SAME BASIS AS SOUNDEXCHANGK.

19. Sections 112(e) and 114(e) of the U.S. Copyright Act authorize voluntary negotiations with the copyright user community to determine reasonable rates and terms for statutory licensees to engage in certain public performances of sound recordings by means of digital transmissions (and to make the necessary multiple ephemeral reproductions). Pursuant to such sections, RLI and the Digital Media Association

("DiMA") for example, have entered into an agreement (attached as RLI Exhibit 13) detailing the terms and conditions pursuant to which RLI would issue licenses to DiMA

Gertz rebuttal testimony members that operate webcasting services under the statutory licenses (the "Webcasting

Agreement"). DiMA and its members are "willing buyers" of these rights from RLI.

20. Directly relevant to the issues presented by RLI in this proceeding, the

Webcasting Agreement eschews both the previous multi-tier Receiving/Designated Agent structure and SoundExchange's "sole collective" model. Instead, the Webcasting

Agreement provides for all of the elements of DARPA (i.e., two collectives with equal rights and responsibilities) for which RLI seeks conforming regulations in this proceeding. First, as stated above, the Webcasting Agreement provides for direct payment and accounting from Licensees to RLI. Second, Licensees must report records of use of sound recording directly to RLI as may be required under applicable rules and regulations, including, without limitation, the interim regulations adopted by the

Librarian of Congress (69 Fed. Reg. 11515) (March 11, 2004). Moreover, after receipt of applicable statements of account and records of use from individual licensees, RLI will issue separate invoices identifying the license fee owed by the Licensee to RLI based on

RLI's proportionate share of sound recordings utilized by each licensee. And, third, RLI has the right, separate and independent from SoundExchange, to audit the books and records (including server logs) of a Licensee in order to verify the accuracy of the information that a Licensee is required to provide to RLI and the Licensee's compliance with each of the terms and conditions of the license agreement.

As explained in my oral direct testimony, the agreement to bill licensees after RLI's receipt of statements of account (identifying the total amount of royalties due to all participants) and records of use of sound recordings relieves licensees or their common agents of the responsibility of determining the amount of license fees due each Designated Agent.

Gertz rebuttal testimony 12 21. I submit that the relevant provisions of the Webcasting Agreement, voluntarily entered into between willing buyers and sellers in this proceeding should become the model of the statutory license payment terms adopted by the Board in this proceedings.

VI. RLI'S NEW EOUITY PARTNER. ABRY PARTNERS. LLC. PROVIDES RLI WITH ACCESS TO CAPITAL

22. In April of 2006, after submission ofwritten direct cases, the founders of

RLI entered into an agreement to sell an equity interest in MRI and RLI to ABRY

Partners, a Boston based, media focused, private equity firm. Since 1989, ABRY has completed over $ 18.0 billion of leveraged transactions and other private equity and mezzanine investments. The relationship with ABRY provides the company with access to capital that may be used to expand the scope and scale of the combined businesses, acquire related businesses and to pay advances to copyright owners and performers.

23. RLI anticipates that it will have the necessary funding to recruit and hire all necessary persons and set up the appropriate environment to administer the royalties under this statue as and when it receives status as a Designated Agent with DARPA.

VI. PROPOSED TERMS

24. Consistent with the above testimony, RLI proposes regulations whereby both RLI and SoundExchange are authorized, on the same basis, to act as agents engaged in the payment and distribution of license fees to their respective copyright owners and performers pursuant to the Sections 112 and 114 statutory licenses such that both RLI and

SoundExchange would be entitled to receive all required notices and to receive Direct

Gertz rebuttal testimony 13 Accountings (i.e., statements of account), Reports of use, Payment and Audit rights—

"DARPA" — from statutory licensees. To achieve these objectives, the RLI Affiliates are proposing the specific regulations contained in Appendix A to this Rebuttal testimony.

No changes, other than small conforming changes as necessary to provide for competitive agents at the choice of individual copyright owners and performers or as may be required to implement the rate determinations of the CRB, are being proposed to sections not detailed below.

DEFINITIONS

A. Section 262.2

25. During the course of my previous cross-examination, counsel for

SoundExchange seemed to imply that the right of a Performer (as opposed to a copyright owner) to designate an agent for the collection and distribution of statutory royalties might be a matter of opinion. The RLI affiliates propose that the definition of the term

"performers" clarify that individual performers have the right to designate an agent for collection and distribution of statutory royalties which designation may be made independently from the copyright owners of the sound recordings.

26. This codifies statutory authority and the order in the Webcaster I Decision wherein the Librarian of Congress, determined that the CARP had made an arbitrary ruling by not providing Performers with the same right to choose an agent as accorded to the copyright owners. Therefore, in order to prevent SoundExchange from muddying the waters in the future, the right of performers to separately designate a Designated Agent should be codified in the regulations.

Gertz rebuttal testimony 14 DESIGNATION OF AGENTS DELIVERY OF PAYMENTS STATEMENTS OF ACCOUNT NOTICES AND RECORDS OF USE OF SOUND RECORDINGS

B. Section 262.4(a)

27. This term implements DARPA by requiring a Licensee to make royalty payments, deliver statements of account and records of use of sound recordings directly to each of the Designated Agents. In accordance with my previous testimony regarding all parties dissatisfaction with the multi-tier Receiving/Designated Agent structure, the most effective solution is to require licensees to pay, provide statements of account and records of use directly to both RLI and SoundExchange. I believe that there is no other way to ensure that copyright owners and performers of a particular Designated Agent are fairly treated in the allocation and payment of royalties. Direct payment and receipt of information creates a level playing field among the Designated Agents and enables copyright owners and performers to effectively look to their Designated Agent to protect their interests.

C. Section 262.4(b)(1)

28. Consistent with the freedom of choice accorded to copyright owners and performers by statute and prior regulation, this term designates both Royalty Logic, Inc and SoundExchange as Designated Agents on an equal basis (i.e., with DARPA).

29. This term also provides that the Designated Agent status of Royalty Logic,

Inc. will continue should it elect to reorganize for any purpose. This is comparable to a term contained in prior regulations allowing SoundExchange, then a wholly owned subsidiary of the RIAA, to reorganize as a separate not-for profit entity.

Gertz rebuttal testimony 15 30. Additionally, this term provides that a Designated Agent shall retain such designation in all subsequent statutory license periods,. unless voluntarily relinquished by written notice to Librarian of Congress. The intent is to avoid any further attempts by

SoundExchange to eliminate competition in succeeding statutory license periods through the vehicle of voluntary agreement(s) on statutory terms with a user group requiring such a user group to agree (to the detriment of RLI affiliates) that SoundExchange will be the sole Designated Agent. Ifhistory is an example, RLI can expect SoundExchange to do just that and attempt to draw out the length and cost of a CRB proceeding to contest such an agreement.

D. Section 262.4(b)(2)

31. This term provides that the Designated Agents shall agree among themselves concerning responsibility for distributing royalty payments to copyright owners and performers that have not themselves authorized either Designated Agent.

Prior regulations assigned payment responsibility for non-affiliated copyright owners and performers solely to SoundExchange.

STATEMENTS OF ACCOUNT

K. Section 262.4(f)

32. The Designated Agents should agree on the form of the statement of account. This is an item of administrative detail that should be worked out among the

Designated Agents. I note that Ms. Kessler's testimony referred negatively to the interaction between RLI and SoundExchange regarding the form of the statement of account. My recollection and the recollection ofMr. Brainin, RLI's COO, is entirely different. The form of the statement of account was agreed upon very quickly in large

Gertz rebuttal testimony 16 part because SoundExchange was obligated to recognize RLI as a competitive

Designated Agent. My previous experience with SoundExchange and with similar administrative issues that MRI has faced with ASCAP and BMI over the years convince me that once SoundExchange is forced to face the fact that RLI has been designated on the same basis, with DARPA, sensible business people from both organization will quickly work out this and other items of administrative detail because it is in their interests and the interests of their respective members to do so.

THK PROPORTIONATE DIVISION OF LICENSE FEES AMONG DESIGNATED AGENTS

F. Section 262.4(g)(1)

33. The proportionate division of aggregate license fees due all copyright owners and performers (i.e., to the Designated Agents of such copyright owners and performers) is the responsibility of each licensee. Copyright Act Sections 112(e)(2) and

114(e)(1) specifically authorize transmitting organizations to "designate common agents" to, among other things, administer the task. Items F, G, H and I lay out the methodology by which a licensee, or its "common agent" shall determine the proportionate division of fees among the Designated Agents. These terms, which mirror the methodology provided for in the agreement between RLI and DiMA, provide that License fees shall be allocated among the Designated Agents by their "Proportionate Share" of the total amount of license fees due all Designated Agents in the aggregate, on a basis that values all performances by a Licensees equally, for the applicable month.

34.. In general, the allocation methodology is a simple pro-ration of total fees due all Designated Agents by number of performances of each agent, valuing all

Gertz rebuttal testimony 17 performances by a licensee equally. Using the monthly statement of account and applicable records of use, the proportionate share of the total licensee fee payable to a

Designated Agent is calculated by multiplying total amount of licensee fees due all

Designated Agents in the aggregate times a Designated Agents "Play Ratio."

35. The Play Ratio is a fraction — the numerator of which is the total number of times that sound recordings controlled by a Designated Agent are performed in accordance with the statutory license and the denominator of which is the total number of times all sound recordings, including such Designated Agent's sound recordings, are performed.

36. The "Play ratio" is calculated using the information provided by the

Licensee pursuant to the regulations governing records of use sound recordings for the period for which the royalty payment was made. However, a Licensee and a Designated

Agent may agree to allocate license fees payable to that Designated Agent on an alternative basis.

G. Section 262.4(g)(2)

37. This term further modifies the Play Ratio to account for situations where copyright owners and performers of the same recording have designated different agents.

To the extent that a Designated Agent does not represent and/or control the performance rights of either the Copyright Owner, Featured Artist(s) or the Non-featured Artist(s) for a particular Sound Recording, the performance of that sound recording, before being added to the numerator of the Designated Agent's Play Ratio, would be further prorated according to the percentages prescribed at 17 U.S.C ( 114(g)(2). For example, if a

Designated Agent controls only the performance right of the Sound Recording Copyright

Gertz rebuttal testimony 18 Owner, but not the Featured Artists for that Recording, and is therefore entitled to only

50% of the receipts from a public performance of the Sound Recording under $ 114(g)(2), then only 50% of a performance would be added to the numerator of the Designated

Agent's Play Ratio. This form of allocation methodology is common in the music publishing industry where two or more composers of a song affiliate with separate collection societies or the copyright is administered by multiple music publishers.

H. Section 262 4(g)(3)

38. This term provides that for purposes of including payment with the statement of account, before records of use of sound recordings may be available, the

"Play Ratio" for RLI shall be set at an estimated five (5) percent and the Play Ratio of

SoundExchange set at ninety five (95) percent. The parties would adjust the Play Ratios for the applicable reporting period, up or down, after delivery of records of use of sound recordings by a licensee to the Designated Agents. A Designated Agent would thereafter adjust payments to its actual play ratio. This approach to the allocation of license fees among the Designated Agents avoids excessive regulation and oversight. It provides needed flexibility for licensees to pay license fees before records of use are available and quickly adjust for changes in membership of the Designated Agents. Moreover, this approach is very similar to the methodology successfully implemented by the PROs and local television stations to calculate, report, pay and adjust performance license fees for musical works. There, television stations calculate and report license fees owed to the

PROs on a monthly basis often before the music actually utilized in many television programs had been identified. Stations make estimated payments based on initial music use estimates and license fees calculated for the previous reporting period. The parties

Gertz rebuttal testimony 19 have months to collect music use data and adjust reports and payments to the "best music information" then available. The vast majority of television stations have outsourced the reporting and adjustment functions to MRI. MRI and the PROs have developed electronic reporting systems to quickly handle reporting, adjustment and recalculation of licenses in an efficient manner, which reduces "good faith disputes" to a minimum and very manageable level. There is no reason why, in a competitive market, licensees (or their agents) and the Designated Agents cannot work out similar protocols to facilitate payment to the Designated Agents under the Statutory License.

39. Furthermore, as explained in my direct testimony, for the convenience of licensees, RLI will offer to assume the responsibility of billing the stations for its

Proportionate Share and performing any necessary adjustments thereto after receipt of records of use. MRI/RLI are in the business ofprocessing high volume music use data and have vast expertise in matching reports ofuse to known databases of music ownership data for the purpose of calculating royalties — e.g., matching mis-spelled titles to the correct royalty recipients. Adjusting license fee payments in this manner, after receipt and proper processing of records of use, will avoid many issues and pitfalls usually dealt with in costly audits of licensees.

I. Section 262.4(g)(4)

40. Disputes relating to the allocation of license fees among Designates

Agents, if any, should be referred to the Board for resolution. This regulation is intended to make clear that the Copyright Royalty Board is the proper forum for seeking assistance

Gettz rebuttal testimony 20 in resolving allocation issues among the Designated Agents so that resolution may be expedited in the forum most familiar with the likely issues.

DISTRIBUTION OF ROYALTY PAYMENTS

J. Section 262.4(b)(1)

41. The only modification to this term is the last sentence which provides that in the event that a Performer has not authorized a particular Designated Agent for collection of royalties but the Copyright owner has authorized a particular Designated

Agent, the Performers'hare of royalties shall be allocated to the Designated Agent of the Copyright Owner which shall distribute royalties to the Performer consistent with this section. This modification is proposed in fairness to performers who have not designated an agent. The policy goal should be to get royalties into the hands of entitled performers.

It is my belief that where a performer has not designated an agent, the royalties for such performers should be paid to the Designated Agent of the copyright owner of the sound recording. The copyright owner is in privity of contract with the performer and is responsible for paying royalties to the performer for the sale of recordings pursuant to the performer's recording agreement. Thus, the copyright owner is likely to have the most recent contact information for the performer. Therefore, it is the Designated Agent of the copyright owner that is in the best position to obtain the information necessary to pay royalties directly to the performer. This is much better than the result of current regulations, which allow such performers royalties to escheat to SoundExchange.

Gertz rebuttal testimony 21 VERIFICATION OF STATEMENTS OF ACCOUNT

K. Section 262.6(a), (c) and (e) Provide that each Designated Agent may audit a Licensee on behalf of its own members.

42. The remaining terms implement final prong of DARPA — direct audit rights. Each Designated Agent must have the right to audit a licensee on behalf of its own members. This mirrors the separate audit rights contained in the agreement between

RLI and DiMA, such that both RLI and SoundExchange would have the separate and independent right to audit a Licensee. Section 262.6(a) has been modified to provide that the audit regulations shall not apply where a Licensee and a Designated Agent have agreed as to proper verification methods. In order to reduce the cost and inconvenience of an audit for both the Designated Agents and the licensees, Section 262.6(c) would allow a

Designated Agent to conduct a preliminary audit with its internal staff in order to determine... Section 262.6(e) provides that the verification procedure would be binding only on the Designated Agent engaging in an audit.

Gertz rebuttal testimony 22 I hereby declare under penalty of perjury under the laws of the United States that the foregoing testimony is true and correct to the best of my knowledge, information and belief.

Ronald H. Gertz, Esq.

'l Executed this th day of September, 2006

Gertz rebuttal testimony 23 Appendix A Revised Pronosed Regulations

PART 262 — RATES AND TERMS FOR CERTAIN ELIGIBLE NONSUBSCRIPTION TRANSMISSIONS, NEW SUBSCRIPTION SERVICES AND THE MAKING OF EPHEMERAL REPRODUCTIONS

$ 262.1— No change proposed. g 262.2 Definitions.

Performers means the independent administrators identified in 17 U.S.C. 114(g)(2)(B) and (C) and the parties identified in 17 U.S.C. 114(g)(2)(D). The performers may, independently from copyright owners, designate agents for the collection and distribution ofroyalties under the statutory licenses. g 262.3 No change proposed.

g 262.4 Terms for making payment of royalty fees, statements of account and records of use of sound recordings.

(b) Designation of agents.

(d) Minimum payments. No proposal made

(e) Late payments. No proposal made

(f) Statements of account. For any part of the period beginning on the date these rates and terms are adopted by the Librarian of Congress and published in the Federal Register and ending on [ ], during which a Licensee operates a service, by 45 days after the end of each month during the period, the Licensee shall deliver to the Designated Agent(s) a statement of account containing the information set forth below on a form prepared, and made available to Licensees, by the Designated Agent(s). The Designated Agent(s) shall agree on the form of the statement of account. If a payment is owed for such month, the statement of account shall accompany the payment. A statement of account shall include only the following information:

(1 - 8) No proposal made

(g) Allocation of license fees among Designated Agents.

(1) License fees payable pursuant to shall be allocated among the Designated Agents by their "Proportionate Share"of the total amount of license fees due all Designated Agents in the aggregate for the applicable month. A Designated Agent's Proportionate Share for the applicable month shall be calculated by multiplying (i) the total amount of license fees due all Designated Agents in the aggregate times (ii) the Designated Agent's "Play Ratio." A Designated Agent's "Play Ratio" is a fraction — the numerator of which shall be the total number of times that any sound recording controlled by such Designated Agent are performed in conformity with the provisions of 117 U.S.C. ) 114 (d)(2) by a Licensee during the applicable month, and the denominator of which is the total number of times that all sound recordings, including such Designated Agent's sound recordings, are performed in conformity with the provisions of 117 U.S.C. $ 114 (d)(2) by a Licensee during the applicable month, using the information provided by the Licensee pursuant to the regulations governing records ofuse sound recordings for the period for which the royalty payment was made; Provided, however, that a Licensee and a Designated Agent may agree to allocate license fees payable to that Designated Agent on an alternative basis.

Gertz rebuttal testimony 25 (2) To the extent that a Designated Agent does not represent and/or control the performance rights of either the Copyright Owner, Featured Artist(s) or the Nonfeatured Artist(s) for a particular Sound Recording, the performance of that sound recording, before being added to the numerator of the Designated Agent's Play Ratio, shall be further prorated according to the percentages prescribed at 17 U.S.C $ 114(g)(2). (For example, if a Designated Agent controls only the performance right of the Sound Recording Copyright Owner, but not the Featured Artists for that Recording, and is therefore entitled to only 50% of the receipts from a public performance of the Sound added to the Recording under $ 114(g)(2), then only 50% of a performance would be numerator of the Designated Agent's Play Ratio.)

(3) For each month of the quarterly period commencing with [INSERT] and ending on [INSERTj (the "Initial Quarter") Royalty Logic, Inc.'s Play Ratio for each such month shall be deemed to be a fraction, the numerator of which is Five (5) and the denominator of which is One Hundred (100), and SoundExchange's Play Ratio for each such month shall be deemed to be a fraction, the numerator of which is Ninety Five (95) and the denominator of which is One Hundred (100). Such fractions are referred to herein as the "Estimated Play Ratio(s)".

(4) Disputes relating to the allocation of license fees among the Designated Agents may be referred to the Copyright Royalty Board for resolution.

(h) Distribution of payments.

(1) The Designated Agent(s) shall distribute royalty payments directly to Copyright Owners and Performers, according to 17 U.S.C. 114(g)(2); Provided that a Designated Agent shall only be responsible for making distributions to those Copyright Owners and Performers who provide the Designated Agent with such information as is necessary to identify and pay the correct recipient of such payments. The Designated Agents shall distribute royalty payments on a basis that values all performances by a Licensees equally based upon the information provided by Licensees pursuant to the regulations governing records of use of sound recordings by Licensees; Provided, however, Performers and Copyright Owners that authorize a particular Designated Agent may agree with the Designated Agent to allocate their shares ofthe royalty payments made by any Licensee among themselves on an alternative basis. Parties entitled to receive payments under 17 U.S.C. 114(g)(2) may agree with a Designated Agent upon payment protocols to be used by the Designated Agent that provide for alternative arrangements for the payment ofroyalties consistent with the percentages in 114(g)(2). In the event that a Performer has not authorized a particular Designated Agent for collection ofroyalties but the Copyright owner has authorized a particular Designated Agent, the Performers'hare ofroyalties shall be allocated to the Designated Agent of the Copyright Owner which shall distribute royalties to the Performer consistent with.this section. g 262.5 No change proposed. g 262.6 Verification of Statements of Account.

(b) Frequency of verification. No change proposed.

(c) Notice of intent to audit. A Designated Agent must file with the Copyright Office a notice of intent to audit a particular Licensee, which shall, within 30 days ofthe

(d) Acquisition and retention of records. No change proposed.

(f) Consultation. No change proposed.

(g) Costs of the verification procedure. No change proposed.

$ 262.7 No change proposed. g 262.8 No change proposed.

Gertz rebuttal testimony i@I

CO Sound Exchange.corn Page 1 of 2 Royalty Logic, Inc. Exhibit 10

Imama gl4nnaJ LAbeur Seundrxnnnnrreg rN~eni 0 i ~Mom'berne i FAQ " Related

Where Do I Stal aoundExchangE. i orna Recordir lam an ArtilSt'5 Al

I am a PrOdUC6 PLAYS'" plr& I am a sound recording COpyrigi SEARCH ENGlNE read nore» I am or want fo be a digital music SerViCe )

I need Inforrnatiori on LiCensin&

Welcome to SOUNDEXCHANGE POSTS LISTS OF ARTISTS AND LABELS WHO HAVE NOT CLAIMED THEIR ROYALTIES Take me to the Featured Artist List

Take me to the Sound Recording Copyright Owner List

SoundExchange , Inc., a nonprofit performance rights organization jointly controlled by artists and sound recording copyright owners through an 18-member board of directors with nine artist representatives and nine copyright owner representatives. We have been designated by the U.S. Copyright Office to collect and distribute statutory royalties to sound recording copyright owners and featured and nonfeatured artists. Our board members and staff are dedicated to providing exceptional service and advocacy for artists and copyright owners to ensure the fair compensation for the use of copyrighted sound recordings.

Click here to search PLAYS, our sound recording search engine, and see if your songs have been performed. If you have performances, please contact us to ensure you receive whatever royalties are due to you. »

Please join us by becoming a member today. »

2003 SoundExchange , Inc.

Privacy Policy i Usage Agreement I Best Viewed With... http://www.soundexchange.corn/ 9/26/2006 //63.236.111.137/jsp/artist unpaid intro.jsp SoundExchange Unpaid Artists http:

ir„Dowfriood Forms) Hoineg 'about Soundfixchong+e News Qsitentbershtp 11 fAQ Related Unks Contact Us

FEATURED RECORDING ARTISTS ariists who stand to lose those royalties collected from The link below takes you to a list containing the names of all reported featured recording license between February 1, 1996 and March 31, services making digital transmissions of copyrighted sound recordings pursuant to statutory with SoundExchange by December 15, 2006. ~he 2000 and first distributed by SoundExchange in November of 2001, if they do not register but rather o I those sub ectto os followln list la 4 the m tete list f all those featured artists wl hunclaime attics o sltles ursuant to rl h ce re elation a featured artist on this list, please dick here to download the If name or your group's name appears on this list, or you legally represent your download the forms and need them mailed or appropriate forms and mail or fax them in no later than December 15, 2006i If you are unable to corn or cell 202-828-0120 faxed or should you have any questions, please feel free to email us at infoesoundexchange has performed as the featured arbst on commeraafiy released sound If your name is not on this list and you are a recording artist who with us as we may already have royalties for recordings, and you know you have not already registered with SoundExchange, please register digital music services. you or may receive royalties for you in the future if your recordings are performed by contact information for them, we would greatly appreaate it if you would lf you know any of the featured erlists contained on this list or have information so that we can reach out to them and pey them notify them that SoundExchange is looking for them or provide us with their contact the royalties they are due Thank you.

Unpaid Artist I ist

9/27/06 3 45 PM 1 of 1 SoundExchange Unpaid Artist List Page 1 of 179

Harrre .,Ablaut SauitdFxaharrge News 'rterrrbershtP . 0 FAQ" Related

"'" The sign next to a featured artist name indicates that some but not all of tl PLAYS Home» SoundExchange

PLAYS FAQ» Filter for artist starting with: 1 2 7 6 A B C o E F G H I J K L M N P I I 3141616 I I I I I I I I I I I I I I I I I o I Artist Name

1 LIFE 2 LIVE 10 CENTS

100 PROOF AGED IN SOUL 1000 CLOWNS'01 STRINGS ORCHESTRA 12 GAUGE 13TH SIGN 16 HORSEPOWER 16 VOLT 17TH AVE. ALL STARS 2 FABIOLA

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 2 of 179

2 SKINNEE J'S 2 TECHNOIDS 2002* 25 TA LIFE 250 LBS. OF BLUE 2ND CHAPTER OF ACTS 2SOURCE 3 BRAVE WOODSMEN 3 DAY WHEELY 3 LB. THRILL 3 MUSTAPHAS 3 3 TRACK MIND 3-2 GET FUNKY 35" MUDDER 3RD BASS 3RD PARTY 3RD STOREE 3X KRAZY 4 P.M. 4 RUNNER 4 THE CAUSE 40 THEVZ 49ERS 4KAST 5 FOR THE GOSPEL 50 GUITARS 505 54 ALL-STARS 57TH STREET ROGUE DOG VILLIANS 6 STRING DRAG 60 CHANNELS 60FT. DOLLS 69 BOYZ 7 MILE 702 88.3 A DOS VELAS A FLOCK OF SEAGULLS A FOREST MIGHTY BLACK A PRODUCE A REMINISCENT DRIVE A+ A-1 SWIFT A-STRINGS A-TOWN PLAYERS A.L. JINWRIGHT MASS CHOIR A.N.I.M.A.L. AARON JEOFFREY AARON MBAMBO AARON Y SU GRUPO ILUSION

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 3 of 179

AB LOGIC ABA SHANTE ABAFANA BASEQHUDENI ABAFANA BEDAYIMANE ABAKHONGI ABANA BA NASERY ABANICOS Y VITRALES ABAYENI ABBEY LINCOLN ABBY NEWTON ABDEL ALI SLIMANI ABDEL HALIM HAFEZ ABDOULAYE DIABATE ABEL ANTONIO VILLA Y SU CONJUNTO ABEL FERREIRA ABEL QUINTERO ABELARDO BARROSO ABETI ABOVE THE LAW ABRAXAS POOL ABSINTHE ABUNDANT HARVEST CHOIR ABYSSINIANS ACADEMICOS DO SALGUEIRO ACAPP ELLA JAZZ ACCEPT ACE FREHLEY ACEYALONE ACHIM REICHEL ACOUSTIC SUNSET ACOUSTIK ZOUK ACTION STRINGS ACUMEN NATION ADALBERTO ADALBERTO ALVAREZ ADAM ADAM COHEN ADAM FAITH ADAM RUDOLPH ADAMO ADAMSKI'S THING ADDRISI BROTHERS ADINA HOWARD ADNAN SENSES ADOLESCENT'S ORQUESTA ADOLFO ECHEVERRIA Y SU ORQ. ADORABLE ADORATION 'N PRAYZE ADRIAN Y DESTINO ADRIANA LUCIA

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 4 of 179

ADRIANA VARELA AEROPLANITALIANI AFFAIRE LOUIS TRIO AFKAP AFONSO NIGRO AFRICAN HEAD CHARGE AFRICAN IMAGE AFRICAN JAZZ PIONEERS AFRICAN SPEAR AFRICANDO AFRIKA BAMBAATAA AFRO-CUBAN ALL STARS AFROSOUND AFTER THE FIRE AFTERTOUCH AFU-RA AGE OF FAITH AGE OF LOVE AGEPE AGGELOS DIONYSIOU AGNELLI & NELSON AGNES GOOCH AGNI AGNOSTIC FRONT AGOSTINHO DOS SANTOS AGUA BUENA AGUA DE MORINGA AGUSTIN CARBONELL BOLA AGUSTIN LARA AHMAD DOGHAN AHMET KAYA AHSSALAH AIDA CUEVAS AILEEN & ELKIN THOMAS AINE MINOGUE AJALA AJARE AJDA AKENE WOODS AKIN AKINYELE AKIRA JIMBO AKUNDUM AL B. SURE! AL BAND AL BERARD & THE BASIN BROTHERS AL CAIOLA AL CAMPBELL AL CAPPS AL GROMER KHAN

http://63.236.111.137/jsp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page 5 of 179

AL HIBBLER AL JEWER AL LOGAN AL MEIXNER AL SIMMONS AL SOYKA AL'ARIQ ALABAMA STATE MASS CHOIR ALABAMA THUNDERPUSSY ALAI DE COSTA ALAIN BARRIERE ALAIN BASHUNG ALAIN CHAMFORT ALAIN MORISOD ALAIN SOUCHON ALAKA'I ALAN AKAKA ALAN CAMPBELL ALAN DALE 8 JOHNNY DESMOND DON CORNEL ALAN DI CENZO ALAN FEINBERG ALAN L. AKAKA ALAN MORAN ALAN ROUBIK ALAN TEW ALAN THEO ALANDA WILLIAMS ALBERT "TIGER" DIAZ ALBERT BRUNIES ALBERT KING ALBERT MENDEZ ALBERTA ADAMS ALBERTA HUNTER ALBERTO ANGEL ALBERTO BARROS ALBERTO BELTRAN ALBERTO FORTIS ALBERTO PLAZA ALBERTO RABAGLIATI ALBION JAZZ BAND ALBITA ALCATRAZ ALCEU VALENCA ALCIDES DIAZ ALCIONE ALDO MATTA ALDO NOVA ALEC GOULD ALEC R. CONSTANDINOS ALEJANDRA AVALOS

http://63.236.111. 137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 6 of 179

ALEJANDRA GUZMAN ALEJANDRO JAEN ALEJANDRO LERNER ALEKA KANELLIDOU ALEKS SYNTEK ALESSANDRO BONO ALESTE ALEX BARONI ALEX BOLLARD ALEX BRITTI ALEX BROUSSARD ALEX BUENO ALEX D'CASTRO ALEX DUNCAN ALEX GOPHER ALEX LEON ALEX PARTY ALEX TAYLOR ALEXANDAIR FRASER ALEXANDER-SERGEI RAMIREZ ALEXANDRA GEMEAUX ALEXANDROS DIMAS ALEXANDROS KATZIS ALEXIA ALEXIA PHILLIPS ALFONS BAUER ALFONSO NIGRO ALFONZO HUNTER ALFRED DRAKE ALFREDO GUTIERREZ ALFREDO SADEL ALI BABA ALI CAMPBELL ALI FARKA TOURE ALI HASSAN KUBAN ALI RYERSON ALI THOMSON ALIAS ALICE ALICE TEMPLE ALICIA ALICIA WILLIAMSON ALISON FRASER

'N ALIVE KICKIN'LL CITY ALL NATURAL ALL TOO MUCH ALLA FRANCESCA ALLAN SHERMAN ALLAN VACHE

http://63.236. 111. 137/j sp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page 7 of 179

ALLEN AND ALLEN ALLEN CELESTINE ALLGOOD ALLIAGE ALLISON BREWSTER ALMA FUERTE ALMA PULIDO ALMIR GUINETO ALO SOM ALON OLEARCHIK ALONA DANIEL ALPEN TIROLER ALPHA BLONDY ALPHA WAVE MOVEMENT ALQUIMIA ALT ALTAMONT ALTEMAR DUTRA ALTON ELLIS ALUX NAHUAL ALVARO AMICI ALVARO GALAN Y SU CONJUNTO ALVARO TORRES ALVARO ZERMENO ALVIN DARLING ALVINO REY ALYSON WILLIAMS AMALIA MENDOZA AMAMPONDO AMANDA AMANDA GREEN AMANDA MIGUEL AMANDA PORTALES AMANECER AMANTES DE ANDALUCIA AMASWAZI EMVELO AMAZING RHYTHM ACES AMBER ROSE AMBERSUNSHOWER AMBOY DUKES AMBRA AMBROSE THIBODEAUX AMBROSIA" AME STRONG AMELIA RABELLO AMEN UK AMERICAN JAZZ ORCHESTRA

AMES BROTHERS'MIE COMEAUX AMII STEWART

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 8 of 179

AMMONIA AMOEBA ASSASSIN AMON AMARTH AMON TOBIN AMOR SECO AMORPHIS AMOS AMOS MILBURN AMOYA AMPARO SANDINO AMR DIAB AMY KOITA AMY MORRISS AMY SUSAN FOSTER AMYTH AN SWARTENBROEKX ANA CIRRE ANA GAZZOLA ANAEL ANAIS & DIDIER BARBELIVIEN ANAT ATZMON ANDRE GAGNON ANDRE HAZES ANDRE KOSTELANETZ ANDRE MINGAS ANDRE VAN DUIN ANDREA JURGENS ANDREA MENDEZ ANDREA MINGARDI ANDREAS BASIOS ANDREAS MARTIN ANDREAS MIKROUTSIKOS ANDRES DE LEON ANDRES LANDERO ANDREW STEWART ANDREW TOSH ANDREWS SISTERS" ANDRIANA EVANS ANDRIANA RUOCCO ANDRU DONALDS ANDY 8 BERND ANDY COONEY ANDY CUMMINGS ANDY GIBB ANDY KIM ANDY KIRK AND HIS CLOUDS OF JOY ANDY LAU ANDY LAVERNE ANDY MONTANEZ 4 ANDY PALACI 0

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 9 of 179

ANDY PRIOR ANDY RUSSELL ANEDDA LANGOSZ ANGEL CLIVILLES ANGEL GRANT ANGEL JAVIER ANGELA KASET ANGELA LUCE ANGELA RO RO ANGELA STREHLI ANGELA WIEDL ANGELA WINBUSH ANGELCORPSE ANGELES ANGELES OCHOA ANGELFISH ANGELIC GOSPEL SINGERS ANGELICA MARIA ANGELICA QUINTANILLA ANGELO PETISI ANGELOS DIONISIOU ANGIE & DEBBIE WINANS ANGIE TORRES ANGUS TUNG ANHELO ANIBAL BRAVO ANIBAL TROILO ANIBAL ULPO MUNOS ANIBAL VELASQUEZ ANIBAL Y JOSE VELASQUEZ ANICETO MOLINA ANICETO MOLINA Y LOS SABANEROS ANIK NAK ANIMAL ANIMAL LOGIC ANIMAL NIGHTLIFE ANIMALS ANIMOTION ANITA BRYANT ANITA MILLER ANIZELA DIMITRIOU ANJOS DO INFERNO ANN PEEBLES ANNA IDENTICI ANNA MARIA ALBERGHETTI ANNA MOO ANNA ROMAN ANNA VISSI ANNA VOOG ANNALISA MINETTI

http://63.236. 111. 137/j sp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page 10 of 179

ANNE DORTE MICHELSEN ANNE KARIN KAASA ANNE LINNET ANNEGRET BEHREND ANNEKE GRONLOH ANNELI M. DRECKER ANNIE HERRING ANNIE RAPID ANNIHILATOR ANOOSH ANOTHER BAD CREATION ANOTHER GIRL ANOTHER SOCIETY ANTGELA DIMITRIOU ANTHENAEUM ANTHONY COLON ANTHONY CRUZ ANTHONY IORILLO ANTHONY VENTURA ANTHONY WARLOW ANTHONY WONSEY TRIO ANTHROPHOBIA ANTIPAS ANTONELLA ARANCIO ANTONELLA D'AGOSTINO ANTONELLO RONDI ANTONI VARDIS ANTONIO CABAN VALE ANTONIO CARLOS 8 JOCAFI ANTONIO CARTAGENA ANTONIO DIONISIO 8 MMR ANTONIO EL SEVILLANO ANTONIO MACIEL ANTONIO MAIRENA ANTONIO PRIETO ANTONIS BARDIS ANTONIS KALOYIANNIS ANTONY PAY ANTZELA DIMITRIOU ANUGAMA ANY TROUBLE ANYTHING BOX APB APHILLYATION APO MAHSEREDJIAN APOTHEOSIS APPALACHIAN TRAIL APPLE GABRIELLE APPLES i APPOLO FOURTY FOUR

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 11 of 179

APRIL WINE AQUARIUS ARA KETU ARABELLA HONG ARAM ASADRYAN ARANZA ARATANCANG ARC ANGELS ARCANO Y SUS MARAVILLAS ARCHERS OF LOAF ARCHIE BLEYER ARCHIE ROACH ARCHIES ARI FRANKEL ARIK EINSTEIN ARILD ANDERSON ARIS SANOLADAS ARIZTIA ARMAN BAGHTCHEDJIAN ARMANDO HERNANDEZ ARMANDO MANZANERO ARMEN TARPINIAN BY ASBAREZ ARMIN ARMORED SAINT ARNOLD MITCHEM AROLDO MELODIA ARQUIVO ARRESTED DEVELOPMENT ART 8 DOTTY TODD ART BLAKEY ART MENGO ART N'OUL ART PEPPER ART POPULAR ART PORTER ARTHUR CONLEY ARTHUR RUBINSTEIN ARTIE THE ONE MAN PARTY ARTIFACTS ARTIFICIAL JOY CLUB ARTISTAS VARIOS ARTURO "ZAMBO" CAVERO ASA DE AGUIA ASANTE ASHKARU ASHLEY MACISAAC ASHTON, BECKER, DENTE ASIABEAT ASK ME ASKIN NUR YENGI

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 12 of 179

ASSEMBLED MULTITUDE ASTER AWEKE ASTRALASIA ASTRUD GILBERTO ATAQUE 77 ATHENAEUM ATLANTA ATLANTIK ATLANTI Q U E ATNARKO BEAR ATOMIC BABIES ATRAF ATTAQUE 77 ATTICA BLUES AU P'TIT BONHEUR AUGUSTINE RAMIREZ AUGUSTUS PABLO AUNTIE GENOA AURA CRISTINA AUREO BAQUEIRO AURORA Y LA ACADEMIA AUSTIN LOUNGE LIZARDS AUTECHRE AUTIPUS AUTOUR DE LUCIE AVENUE BLUE AVI BITAR AVI PERETZ AVI TOLEDANO AVIHU MEDINA AVIV GEFFEN AVIVA AVIDAN

AWESOME DRE'XELLE

AXELLE RED AYAKO LISTER AYLIN VATANKOS AYUB OGADA AYYELOS DIONISIOU AZ AZ YET AZEEM AZTEC TWO-STEP AZUCENA AZUL AZUL AZYMUTH B SHARP JAZZ QUARTET B-CODE 8-ROCK 8 THE BIZZ B-TRIBE

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 13 of 179

B.B. SHAWN B.B.E B.B.Q. BAND B.G. B.J. SHARP B.O.C. B.T. EXPRESS* B.T.K. B.W. STEVENSON BABA B. BABASONICOS BABATUNDE OLATUNJI BABE WAGNER BABSY MLANGENI BABY CHAOS BABY CONSUELO BABY FACE WILLETTE BABY FOX BABY MAMMOTH BABY PHAZE BACHATA CARIBE BACHATA MAGIC BACHUE BACK TO BACK BACKSLIDERS BACON POPPER BAD BOY ORCHESTRA BAD BOYS BATUCADA BAD ENGLISH* BADI ASSAD BADLANDS BADMARSH BAHIA BLACK BAKA BEYOND BAKA FOREST PEOPLE BAKER-BALDWIN RADIOGRAM WASHBOARDS BALADY FANTASY BALAGAN BALAVOINE BALERIA BALIK AYHAN BALLADE POUR ADELINE BALLY BALTIMORA BAM CRAWFORD'S PURPOSE BAMBUCO BAMIKKI BANDULA BAMSES VENNER BANA AND PAULINO VIEIRA BANCO DE GAIA

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 14 of 179

BAND'AXE 2000 BANDA BOOM BANDA CAMINO BANDA CHEIRO DE AMOR BANDA CUISILLOS BANDA DO CARNAVAL BANDA EVA BANDA LACOSTENA BANDA LIMONENSE BANDA LOS LAGOS BANDA MACHOS BANDA MAGUEY BANDA MANTIQUEIRA BANDA MEL BANDA OBJ ECTO BANDA RAGA NEGRA BANDA REFLEXU'S BANDA SINALOENSE BANDA SUPER BANDIDO BANDA TROPICANA 8 BENEDITO COSTA BANDA WARILOU BANG BANG BANG TANGO BAR-KAYS BARAO VERMELHO BARBARA COLA BARBARA DENNERLEIN BARBARA DEX BARBARA DOUST BARBARA GEORGE BARBARA HIGBIE BARBARA JA'NET BARBARA LYNN BARBARA WARD FARMER S FRIENDS BARE JR. BARIS MANGO BARNEY ISAACS BARNEY MCCLURE BARON BARRETT STRONG BARRIO BOYZZ BARRON PEELER BARRY MARTYN BART HERMAN BART KAELL BART PEETERS BARTZ BASHUNG BASIL COETZEE BASSIS BASE

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 15 of 179

BASS MOUNTAIN BOYS BAS SCAMP BASSOMATIC BATACOTANDO BATU BAUERNKAPELLE SPITZSTOANA BAUHAUS BAVARIA BUAM BAY CITY ROLLERS* BAYETE BAZUKA BBC BIG BAND BEANIE SIGEL BEATRICE LILLIE BEATRIZ ADRIANA BEATRIZ MONTES BEATS THE HELL OUT OF ME BEAU BRUMMELS* BEAU DOMMAGE BEAU JOCQUE BEAUTIFUL WORLD BEAVER NELSON BEBE AND CECE WINANS* BEBO MORE BEG HET-MEZZROW SEPTET BEER DAWGS BEFORE DARK BEGGAR AND CO. BEHAN JOHNSON BEIJA-FLOR DE NILOPOLIS BEIJO BEKKER KAVANAGH BEL AIR PROJECT BELL & JAMES BELL BIV DEVOE* BELL NOTES BELLADONNA BELLS OF JOY BELMONTS* BELOUIS SOME BEN DECCA BEN DENIZ BEN MCPEEK BEN NEILL BEN POLLACK BEN RILEY BEN WINSHIP BENDA BENIAMINO GIGLI BENJAMIN WOOLMAN

http://63.236.111.137/jsp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page 16 of 179

BENNY CARTER BENNY MARTIN BENNY MORE BENY MORE BENZEEN BERDIEN STENBERG BERES HAMMOND BERNADETTE CARROLL BERNARD ALLISON BERNARD EBBINGHOUSE BERNARD HERRMANN BERNARD LAVILLIERS BERNARD STERLING BERNARDA BERNARDO RUBAJA BERNARDO Y SUS COMPADRES BERND CLUEVER BERNHARD BRINK BERNIE GOYDISH BERRI BERRY SAKHAROF BERSUIT VERGARABAT BERT DECORTE BERT LUCARELLI BERTIE HIGGINS BERTIGNAC BESSY BETH CARVALHO BETTER DAZE BETTY GRIFFIN KELLER BETTY HUTTON BEVERLY CRAVEN BEVERLY CRAWFORD BEVERLY JO SCOTT BEZERRA DA SILVA BG BHEKUMUZI LUTHULI BHIMSEN JOSHI BHUNDU BOYS BIC RUNGA BICYCLE BIF NAKED BIFROST BIG BHUDDA BIG BILL BROONZY BIG BILL MORGANFIELD BIG BILL'S BRITISH BAND BIG BLUE HEARTS BIG BUDDA BIG DADDY KANE

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 17 of 179

BIG DADDY LACKOWSKI BIG ED BIG FISH ENSEMBLE BIG HOUSE BIG JAY BIG JAY MCNEELY BIG JAZ BIG JIM SLADE BIG JOE WILLIAMS BIG JOHNSON BIG KAT KAYLOR BIG L BIG MACEO BIG MAYBELLE BIG MIKE BIG MUFF BIG SANDY AND HIS FLY-RITE BOYS BIG SUGAR BIG SYKE BIG TYMERS BIG YOUTH BIJARTEN NA HALFIEN BIKINI BILJARTEN NA HALFIEN BILL BADGLEY BILL CAMPLIN BILL CUNLIFFE BILL DERAIME BILL DOGGETT BILL DUTCHER BILL GORDH BILL JUSTIS BILL KIRCHEN BILL MI2E BILL NELSON BILL PARSONS BILL RILEY AND THE LITTLE GREEN MEN BILL SHIRLEY BILL STEWART BILL WELLINGTON BILL WOLFER BILLER & WAKEFIELD BILLIONAIRE BILLO'S CARACAS BOYS BILLY AND LILLIE BILLY ANDRUSCO BILLY BLAND BILLY BUTTERFIELD BILLY CROCKETT BILLY DE MARCO

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 18 of 179

BILLY ECKSTINE BILLY GAYLE BILLY KAUI BILLY MCLAUGHLIN BILLY RILEY BILLY SPRAGUE BILLY STEWART BILLY SWAN BILLY VAUGHN BILLY WILLIAMS BIMBO JET BINGO BANGO BONGO COLLECTIVE BINGY BUNNY BINOMIO DE ORO BIO RITMO BIOHAZARD BIONIC BIOSPHERE BISHOP LARRY HUDSON BISHOP PAUL S. MORTON BISHOP RONALD E. BROWN BISHOP WILLIAM C. ABNEY JR, BIX BEIDERBECKE BIZZY BONE BLAC HAZE BLACK 8 WHITE BROTHERS BLACK BOTTOM SKIFFLE BLACK BOX* BLACK CAESAR BLACK EAGLE JAZZ BAND BLACK MEN UNITED BLACK MIGHTY WAX BLACK MOON BLACK NOTE BLACK OAK ARKANSAS BLACK SHEEP* BLACK STALIN BLACK UMFOLOSI BLACKFOOT BLACKIE FORESTIER BLACKOUT ALLSTARS B LAC KSTAR BLACKWATER BLAHZAY BLAHZAY BLAKE 8 BRIAN BLAKK SAFIYAH BLANCHART BLIND MELON BLIND MISSISSIPPI MORRIS BLINKER THE STAR

http://63.236.111.137/j sp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page 19 of 179

BLONKER BLOOD, SWEAT 8

POSSETEARS'LOODFIRE BLOQUE BLUE AMAZON BLUE BIRD SOCIETY ORCHESTRA BLUE BLOT BLUE BOY BLUE CHEER BLUE FLAMES BLUE FLANNEL BLUE HAWAIIANS BLUE JAYS BLUE KNIGHTS BLUE LU BARKER BLUE MAGIC BLUE MAGOOS* BLUE MAX BLUE RAGS BLUE RODEO BLUE SUEDE BLUE SYSTEM BLUE VAN GOGH BLUEBERRY HILLBILLIES BLUEGRASS ALBUM BAND BLUEGRASS PATRIOTS BLUEGRASS REUNION BLUES BOY WILLIE BLUES IMAGE BLUETONES BLUMCHEN BO ANDERSEN BOARDWALKERS BOAZ SHARABI BOB & DEENA COLE BOB 8 EARL BOB AND ROBIN ORFANT BOB B. SOXX AND THE BLUE JEANS BOB BARRY BOB BELDEN BOB BENNETT BOB BERG BOB BRENNY BAND BOB CROSBY BOB CROSBY 8 HIS ORCHESTRA BOB GERESTI BOB GRABEAU BOB HINZ BOB LEON BOB LIND

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 20 of 179

BOB MAMET BOB NOLAN BOB READ BOB SCHULZ & THE RIVERBOAT RAMBLERS BOB WILLS & HIS TEXAS PLAYBOYS BOBBI MARTIN BOBBIE GENTRY BOBBY "BLUE" BLAND BOBBY 8 ANGELO BOBBY BLOOM BOBBY BLUE BLAND BOBBY BROOKS BOBBY BROWN BOBBY CRUSH BOBBY CURTOLA BOBBY DAY BOBBY EDWARDS BOBBY FULLER FOUR BOBBY HUTCHERSON BOBBY JONES BOBBY MATOS BOBBY MURRAY BOBBY NARANJO Y DIRECCION BOBBY RUSH BOBBY RUSSELL BOBBY SANCHEZ Y LA RAZZA BOBBY SHERWOOD BOBBY THURSTON BOBBY VALENTIN BOBBY VEGA BOBBY WATSON BOBBY WOMACK 8 THE ROOTS BOCANA BODAY BOHEMIA SUBURBANA BOILER BOILER ROOM BOLIVAR BOLT THROWER BON Y LOS ENEMIGOS DEL SILE NCIO BONFIGLIO BONGA BONNIE PHIPPS BONNY CEPEDA BOO RADLEYS BOOGIEMONSTERS BOOKER T. AND THE MG'S BOOM SHAKA BOOT CAMP CLIK BOOZOO CHAVIS

http://63.236.111.137/jsp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page 21 of 179

BOPOL BORA OZTOP RAK BORBA DE PAULA BORICUA BOY BOSE BOSS MARTIANS BOSSA COMBO BOSWELL SISTERS BOTELLA DE JEREZ BOTH WORLDS BOUBACAR TRAORE BOUDEWIJN DE GROOT BOUNCING SOULS BOUNTY KILLER BOURGEOIS TAGG BOVEA Y SUS VALLENATOS BOX SAGA BOX TOPS* BOXING GANDHIS BOY KRAZY BOY MEETS GIRL BOYCE 8 HART BOYD RAEBURN BOYOYO BOYS BOYS CLUB BOYS DON'T CRY BOZ BOSWELL BRA BRAD BRAGADA BRAINBUG BRAN VAN 3000 BRANCASTER STUDIO ORCHESTRA BRAND NEW HEAVIES BRAND NUBIAN BRANDIIFGRAY BRASILIA BRASS CONSTRUCTION BRAVO ALL STARS BRAZIL WITH LOVE BRAZILIAN TROPICAL ORCH. BRAZZAVILLE BREAKFAST CLUB BREATHE BREEDER BRENDA FASSIE BRENDA LOWE BRENT JONES 8 THE T.P. MOB BRENT LAMB BRENTON WOOD

http://63.236. 111.137/j sp/unpaidArtistList j sp 9/21/2006 SoundExchange Unpaid Artist List Page 22 of 179

BREWER BROTHERS BRIAN 8 TONY GOLD BRIAN BARRETT BRIAN BECVAR BRIAN BLESSED BRIAN DAVIES BRIAN HIRSCH BRIAN MANN BRIAN SIMPSON BRIBONES BRIDGET TAYLOR BRIGADIER JERRY BRIGETTE MCWILLIAMS BRIGHT IDEAS BRIGHTER SIDE OF DARKNESS BRIGID BODEN BRILLOS BRINGS BRITTANY BROCHMANN-HALSTENSEN BROCKLANDARS BRONCO NORTENO BRONX HORNS BROOKLYN BOUNCE BROSINSKY BROTHER CANE BROTHER LOVE CANAL BROTHERS FOUR BROWNIE MARY BROWNIE MCGHEE/SONNY TERRY BROWNSTONE BROWNSVILLE STATION BRUCE 8 TERRY BRUCE BAXTER BRUCE BRADLEY BRUCE DUNLAP BRUCE LOFGREN BRUCE ROWLAND BRUCE WAYNE BRUCE YARNELL BRUDDAH WALTAH BRUEL BRUJERIA BRUNIES BROTHERS BRUNO BERTONE BRUTAL TRUTH BRYAN KELLEY BU-BACA DIOP BUD HUNDENSKI 8 THE CORSAIRS BUDDY GRECO

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 23 of 179

BUDDY GREENE BUDDY KNOX BUDDY SPICHER BUDGIE BUECKEBURGER JAEGER BUFFALO BILLS

BUFFALO SPRINGFIELD'UFFALO TOM BUKKENE BRUSE BULAWAYO CHURCH CHOIR BULENT ERSOY BULLET BUMP BUNKJOHNSON BUNNY RUGGS BUOYS BURAK KUT BURHAN CACAN BURLAP TO CASHMERE BURNING FLAMES BURRO BANTON BUSTER WILLIAMS BUTCH THOMPSON BUTTER FOUNDATION BUTTERBEANS 8 SUSIE BUZY BUZZOVEN BYRON JANIS C & C MUSIC FACTORY' NOTE C-BO C.P.R. C.V. JORGENSEN C.W. MCCALL C.WEBB CABALLEROS DE LA QUEMA CABALLO LOCO CABULA CACHAO CACTUS CHOIR CADY HUFFMAN CAFE JAM CAIPHUS SEMENYA CAJUN ACES GALA CALI ALEMAN CALI CARRANZA CALIC CALIFORNIA CONNECTION CALIXTO OCHOA Y SU CONJUNTO

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 24 of 179

CALO CALVIN BERNARD RHONE CALVIN HUNT CAM RON CAMBRIDGE STRINGS CAMILO AZUQUITA CAMISRA CAMP LO CAMP NICKELODEON CAMPANAS DE AMERICA CAMPECHE SHOW CAMPUS KINGS CANA BRAVA CANAVERAL DE PABON CANDIDO FABRE CANDIRIA CANDITA BATISTA CANDY BLACK CANDYMAN CANELITA CANI BUS CANNIBAL AND THE HEADHUNTERS CANO ESTREMERA CANTORES DE BAYAMON CANTUS CAPE JAZZ CAPETILLO CAPITOLS CAPLETON 8 MOSES CAPONE AND NORIEGA CAPPADONNA CAPRICHOSO DE PILARES CARABALI CARAMEL CARAMELO CALIENTE CARCASS CARDINAL CAREN GLASSER CARIOCA CARL ANDERSON CARL BRYAN CARL BUTLER CARL DOBKINS, JR. CARL DOY CARL MANN CARL STORY CARL THOMAS CARL VERHEYEN CARL WEATHERSBY CARL WEINGARTEN

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 25 of 179

CARLA THOMAS CARLINHOS VELOZ CARLITO CARLITOS Y SU GRUPO MACAMBILA CARLO SAVINA ORCHESTRA CARLO SILVER CARLO Y LOS CACHORROS CARLOS ALFREDO CARLOS BARBOSA-LIMA CARLOS CANNON CARLOS CATALAN CARLOS GARDEL CARLOS LYRA CARLOS MALTA CARLOS MORGAN CARLOS PAREDES CARLOS PATATO VALDES CARLOS VIVES CARLOS Y JOSE CARMELA Y RAFAEL CARMELO ZAPPULLA CARMEN AMAYA CARMEN COSTA CARMEN DELIA DIP INI CARMEN LUNDY CARMEN MIRANDA CARMEN SEVILLA CAROL ALBERT CAROL COMUNE CAROL HANEY CAROL NETHEN CAROLINA SABINO CAROLYN LOTT CARRAPICHO CASA LOMA ORCHESTRA CASA RICARDY CASCADES CASEY AND CHOBI CASS MORGAN CASS PHONG CASSANDRA WILSON CASSIA ELLER CASTELLINA PASI CATALAN CATE BROTHERS CATFISH HODGE CATHEDRAL STRINGS CATHERINE LARA CATHY BOLLINGER CATHY CARR

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 26 of 179

CATHY DENNIS CATHY JEAN AND THE ROOMMATES CAULFIELDS CAUSE AND EFFECT CAYUCO CECILE KAYIREBWA CECILIA TOUSSAINT CEDAR GROVE BLUEGRASS BAND CEDAR WIND CEDELLA MARLEY BOOKER CELEBRATE THE NUN CELENIA CELESTE MENDOZA CELESTIAL WINDS CELESTINE UKWU CELIK CELINA GONZALEZ CELINE FLERIAG CELIO GONZALEZ CELLA DWELLAS CELTIC FROST CENGIZ KURTOGLU CENTRAL CESAR CASTRO CE'SAR COSTA CESAR ROSAS CEVIN FISHER CHA CHA CHABA ZAHOUANIA CHABUCA GRANDA CHAD & JEREMY CHAIM TZINOVITZ CHAIRMEN OF THE BOARD CHAKACHAS CHALICE CHALINO SANCHEZ CHALK FARM CHAMPION JACK DUPREE CHANDRESH CHANGE CHANGING FACES" CHANGO SPASIUK CHANNEL LIGHT VESSEL CHANNEL LIVE CHANNEL X CHANNEL ZERO CHANTELLS CHAPTERHOUSE CHARANGA CUBANA CHAREF ZEROUKI

http://63.236. 111.137/jsp/unpaidArtistList j sp 9/21/2006 SoundExchange Unpaid Artist List Page 27 of 179

CHARISSE ARRINGTON CHARLAINE WOODARD CHARLES 8 EDDIE CHARLES BERNSTEIN CHARLES BILLINGSLEY CHARLES BRASWELL CHARLES EARLAND CHARLES FAMBROUGH CHARLES FOLD & CHARLES FOLD SINGERS CHARLES GERHARDT CHARLES KETCHAM CHARLES MCPHERSON CHARLES MINGUS CHARLES NELSON REILLY CHARLES TRENET CHARLES VAUGHN CHARLEY GALATIS CHARLEY MCCLAIN CHARLIE CARDONA CHARLIE CLINE CHARLIE CRUZ CHARLIE FIGUEROA CHARLIE MASSO CHARLIE MOSQUEA CHARLIE WALKER CHARLIE ZAA CHARLOTTE GREENWOOD CHARLY GARCIA CHARLY MCCLAIN CHARM FARM CHARO CHARTS CHASE CHAVA ALBERSTEIN CHAYITO VALDEZ CHEB KADER CHEB KHALED CHECKFIELD CHECO ACOSTA CHECO Y SU BANDA CHEESY D CHEIKH LO CHEITO CHEITO MEX CHELO C HELD SILVA CHEM 6A CHEN CHANG-LIN CHEN JIE-BING CHEN YAO XING

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 28 of 179

CHEN YIN CHENGDU CHINESE ORCHESTRA CHERI KNIGHT CHERRELLE CHERRY POPPIN'ADDIES" CHERY X CHERYL PEPSII RILEY CHI SHEN WU CHIAO CHENG SU CHICAGO C.O.G.I.C FIRST JURISDICTION CHICAGO COMMUNITY CHOIR CHICAGO MASS CHOIR CHICAGO RHYTHM S BLUES KINGS CHICHI PERALTA CHICHI PERALTA 8 SON FAMILIA CHICK WEBB CHICK WILLIS CHICKENWOLF CHICLETE COM BANANA CHICO BANKS CHICO BUARQUE CHICO CESAR CHICO DA SILVA CHICO DE OLIVERIA CHICO DEBARGE CHICO E CAETANO CHICO O'FARRILL CHICOS DEL BOULEVARD CHIEF COMMANDER EBENEZER OBEY CHIEF STEPHEN OSITA OSADEBE CHIGUI CHIKKO CHILDREN OF DA GHETTO CHILDREN OF GOD CHILI HIFLY CHILINGIRIAN QUARTET CHINA BROADCASTING TRADITIONAL ORCHES CHINESE LAUNDRY CHINMAYA DUNSTER CHINO XL CHIQUINHO TIMOTEO CHIZUKO YOSHIHIRO CHOC STARS CHOCLAIR CHOCO ORTA CHOLO BERROCAL CHONG YAO ZHU CHOOKIE PEREZ CHOPPER ONE CHORDS

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 29 of 179

CHRIS BRAIDE CHRIS CAIN CHRIS COMBETTE CHRIS CUMMINGS CHRIS DEBURGH CHRIS EATON CHRIS GAFFNEY CHRIS LOUNG CHRIS PATI CHRIS ROSSER CHRIS SNIDOW CHRIS TYLE'S NEW ORLEANS ROVER BOYS CHRIS VAN DEN DURPEL CHRISSY CHRISTA MITCHELL CHRISTAAL CHRISTAFARI CHRISTAL NOEL CHRISTAN ANDERSEN CHRISTIAN CHRISTIAN ANDERS CHRISTIAN LIFE CENTER MASS CHOIR CHRISTIANA CHRISTINA EBNER CHRISTINE DENTE CHRISTINE VALENZUELA CHRISTOFF CHRISTOPHER L. BRINSON 8 THE ENSEMBLE CHRISTOPOULOPOULOS CHRISTOS DANTIS CHRISTOS KIRIAZIS CHROME LOCUST CHU SHAO-MENG CHUCHO AVELLANET CHUCK BERGERON CHUCK DUKOWSKI CHUCK THIEL & HIS JOLLY RAMBLERS CHUCK WILLIS CHUEN LING LU CHUKKI STARR CHURCH CHURCH OF RHYTHM CHUY VEGA Y LOS NUEVOS CADETES Cl BULAG CICERO BLAKE CIDADE NEGRA CIENFUEGOS CINCINNATI MASS CHOIR CINDY BULLENS CINDY COMBS

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 30 of 179

C INDY LARA CIRCUS OF POWER CITIZENS'TILITIES CITY OF GOLD CJ BOLLAND CLAM LEPPERS CLANCY BROTHERS CLARA MCDANIEL CLARA NUNES CLARENCE "FROGMAN" HENRY CLARENCE WILLIAMS WASHBOARD BAND CLARKE-BOLAND BIG BAND CLAUDE GRAY CLAUDE KING CLAUDE THORNHILL CLAUDIA BRUCKEN CLAUDIA DE COLOMBIA CLAUDIA VILLELA CLAUDINE CLARK CLAUDINHO 8 BUCHECHA CLAUDIO VILLA CLAUDIUS ALZNER ORCHESTRA CLAUDY SIAR CLAVE NORTENA CLAY BLAKER CLAY MORTENSEN CLAYTON AND MULLEN CLC YOUTH CHOIR CLEARWATER CLEOPHUS ROBINSON, JR. CLEVELAND CROCHET CLEVELAND FATS CLIFF "UKELELE IKE" EDWARDS CLIFF CARPENTER CLIFF NOBLES & CO, CLIFF THOMAS CLIFFORD JORDAN CLIMACO SARMIENTO Y SU ORQUESTA GLINT DANIELS GLINT MANSEL GLINT MANSELL CLIVE GREGSON CLOSER CLOSEST FRIENDS CLOSET SURFERS CLOUD TWELVE CLOUSEAU CLOWNS UND HELDEN CLS CLUB 69

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 31 of 179

CLUB NOUVEAU CLUBHOUSE CLUSTER PLUCKERS CLUTCH CLYDE MCPHATTER CM COAL CHAMBER COCK ROBIN

COCO M BASS I COCO TEA COCOA BROVAZ COCOA TEA COCONUT HEADS CODE OF ETHICS CODESEVEN COKO COLA COLD BLUE STEEL COLE PORTER COLIN LINDEN COLLEGIUM VOCALE COLOMBE COLONY COLORS IN MOTION COLORS OF JAZZ COLOUR CLUB COMBO AUDIO COMBO SAMPUESANO Y MARC IANO TORRES COMEDY HARMONISTS COMMITTED COMMON SENCE COMPAGNIE CREOLE COMPANHIA DO PAGODE COMPANIA ILIMITADA COMPANY FLOW COMPANY MANA'0 COMPULSION CONCHA DEL LAGANA CONGOS CONJUNTO BARROCO CONJUNTO CHANEY CONJUNTO CHAPPOTTIN Y SUS ESTRELLAS CONJUNTO CLASICO CONJUNTO CORAL ARS NOVA CONJUNTO EXPLOSAO DO SAM BA CONJUNTO IMAGEN CONJUNTO RUMBAVANA CONJUNTO SON DEL BARRIO CONNEXION CONNIE

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 Soundaxchange Unpaid Artist List Page 32 of 179

CONNIE BOSWELL CONNIE SMITH CONRAD PRAETZEL CONSCIOUS CONSCIOUS DAUGHTERS CONSORTIUM CLASSICUM CONSTANCE DEMBY CONSTANTINA CONTROL MACHETE CONTROL Z CONVERT COOL BREEZE COOLER COOLIO COOTIE WILLIAMS COPPE COPPERHEAD COREINNE ALLAL COREY EMERSON COREY STEVENS CORINNE ALLAL CORMEGA CORNELIO REYNA CORNELIUS CORNELL HURD BAND CORRINA JOSEPH CORRINE CORROSIVE CORRY KONINGS CORSAIRS COSKUN SABAH COSTAS HADJIS COSTAS TOURNAS COTTON MATHER COUNT BASIC COUNT BASS D COUNT FIVE* COUNTRY COMFORT COUNTRY GENTLEMEN COUPE CLOVE COURTNEY PINE COVEN COVER GIRLS COWBOY COPAS COWBOY STEFF COYOTE COYOTE OLDMAN CRABBY APPLETON CRAIG ANDERTON CRAIG HAYES 8 THE UNITED VOICES

http://63.236. 111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 33 of 179

CRAIG LUCAS CRAIG RUSSELL CRAIG T. COOPER CRAVIN MELON CRAWL CRAZY ELEPHANT CREATION CREEK BEND CRISIS CRISPIAN ST. PETERS CRISTIAN 8 CRISTIAN CRISTIAN CASTRO CRISTIANO DE ANDRE CRISTINA MONTEIRO CROSSPULSE CROWBAR CROWS CRU CRUCIAL CONFLICT CRUZ CONTROL CRY OF LOVE CRYAN'HAMES CUARTETO D'AIDA CUARTETO IMPERIAL CUARTETO LAS D'AIDA CUBA L.A. CUBAMAR CUBANISMO CUCO SANCHEZ CUCO VALOY CUDS AND ROSES CUFF LINKS CUISILLOS DE ARTURO MACIAS CULTURAS CULTURE CULTURE BEAT CUMBIAS CON ACORDEON CUNNIE WILLIAMS CURRO MALENA CURSOR CLUB CURTIS LEE CUSCO CUTTERS CYNTHIA CLAWSON D GENERATION D'BORA D'MENACE D'MINGO D-NOTE D. CLARKE AND YANKEE

http://63.236.111.137/jsp/unpaidArtistList j sp 9/21/2006 SoundExchange Unpaid Artist List Page 34 of 179

D. HORN D. MODUGNO D. MOUTSIS D. YALANI D. YVONNE LARA D.G.3 D.I.T.C. D.J. BOBO D.L.G. D.O.P. D.P. EXPRESS D.R. AUTEN D.R.I. DA BRAT DA BUSH BABEES DA HOOL DA PLAYERS DADDY DEWDROP DAFNA DAKAL DAG ACHATZ DAI XIAOLIAN DAKAR SHARABI DAKIS DAKLON DALE & GRACE DALIAH LAVI DALLAS FORT WORTH MASS CHOIR DALLAS HOLM DALOM KIDS DALVELEAIKKAT DAMARIS DAMBUILDERS DAMIEN JURADO DAMN THE MACHINE DAMNATIONS TX

DAMU RIDAS II DAN BERN DAN CONLEY DAN CROW DAN MORETTI DAN PEER DAN SEALS DAN TROXELL DAN-I 8 JUMP WITH JOEY DANA DANE DANA KEY DANAWINNER DANCE 2 TRANCE DANCE HALL CRASHERS DANCER'S DREAM

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 35 of 179

DANCERIES DANCING FANTASY DANDELION DANGERMAN DANI KONIG DANI LITANI DANI SANDERSON DANIEL BELANGER DANIEL BOONE DANIEL LAUTER DANIEL MASSEY DANIEL PAUL DANIEL PONCE DANIEL SANTOS DANIEL SEFF DANIE LA MERCURY DANIELA ROMO DANIELA ROSATI DANIELE SILVESTRI DANILO PEREZ DANKO/F

JELD/ANDERSEN'ANLEERS

DANNY BARKER DANNY BOY DANNY EINBENDER DANNY KALE IKINI DANNY LITANI DANNY RIVERA DANNY ROBAS DANNY ROJO DANNY TENAGLIA DANNY WELTON DANS EORKESTRET DANSER MED DRENGE DANY BRILLANT DANY SILVA DANZIG DAO DEZI DAPHNE ARMONY DARIO CARCAMO Y SU CONJUNTO DARKLATIN GROOVE DARREN BARRETT DARREN BENITEZ DARYL COLEY DARYLE CHINN DAVE "BABY" CORTEZ DAVE AND ANSEL COLLINS DAVE BARKER DAVE CAMP DAVE DOBBYN

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 36 of 179

DAVE LEE DAVE LOGGINS DAVE MARKEE DAVE MCKENNA DAVE VALENTIN DAVE VALENTINE DAVID "FATHEAD" NEWMAN DAVID 8 JENNY DAVID 'HONEYBOY'DWARDS DAVID AND DAVID DAVID AND JENNY DAVID ATKINSON DAVID BENUS DAVID BORDEN DAVID CEDENO DAVID CHILDERS DAVID D'R DAVID DE ANDA Y XELENCIA DAVID E. GONZALEZ DAVID FRIZZELL DAVID GEDDES DAVID GIBNEY DAVID GOUGH DAVID KAUFFMAN DAVID KOVEN DAVID LINDUP DAVID MEECE DAVID MICHAEL DAVID MICHAEL MATUCH DAVID MORALES PRESENTS THE FACE DAVID MUNYON DAVID OLIVAREZ DAVID PAUL DAVID RITTER DAVID RUDDER DAVID SHIRE DAVID WATERS DAVID WHEATLEY DAVID WHITAKER DAVID Y LA GUERRA MUSICAL DAVID ZAIZAR DAVIE ALLAN & THE ARROWS DAVINA DAVINA WRIGHT DAVIS SISTERS DAVOOD BEHBOODI DAWN SMITH JORDAN DAWUT AWUT DAYS OF THE NEW DAYTONAS

http://63.236. 111. 137/j sp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page 37 of 179

DAZE DC TALK DE KAUWGOMBALLENBOOM DE KREUNERS DE MENOR A MAYOR DE NIEUWE SNAAR DE'LACY DEADBEAT SOCIETY DEADBEATS DEAD LIGHTS DEADLY SNAKES DEAN EVENSON DEAN JAMES DEAN KAAHANUI DEAN MILLER DEAN SHOSTAK DEARLY BEHEADED DEBARGE* DEBBIE DAVIES DEBBIE THOMAS DEBRA HENDERSON DEDE SAINT-PRIX DEE CLARK DEE HOTY DEE Y GRUPO VALIENTE DEEJAY PUNK-ROC DEEP FOREST DEEP RED DEFARI DEGARMO 8 KEY DEICIDE DEJA DELARAM 8 SATTAR DELEGATION MASS CHOIR DELERIUM DELEVANTES DELIA Y CULTURAS DELITO DELIUS DELL-VIKINGS DELLA REESE DEMIS ROUSSOS DENINE DENIS AZOR DENIZ ARCAK DENNIS ALCAPONE DENNIS DAS, JR. DENNIS HYSOM DENNIS PAVAO DENNY CORRELL

http://63.236. 111. 137/j sp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page 38 of 179

DENNY PASZ DENOVO DEODATO DEREK DEREK LOPEZ DEREK TRUCKS DERMIS TATU DERRICK BRINKLEY DE RWIN DANIELS DESCARGA BORICUA DESMOND DEKKER & THE ACES DESORDEN PUBLICO DESPOINA BANDI DESTINY ANGEL DEVANTE DEVIL IN A WOODPILE DEVON SOLES DEVONE DEVORAH DI CARLO DI SCHERLING DIAMONDS DIAMONDS IN DA ROUGH DIAMONDZ DIANA AKI DIANA AKI & DEAN KAAHANUI DIANE AKI DIANE TARAZ DIANE TELL DIANN MCMILLIAN DICEY RILEY DICK & MEL TUNNEY DICK AND DEE DEE DICK CONTINO DICK FARNEY DICK PILLAR & HIS POLKABRATION BAND DICK POWELL DICKY WILLIAMS DIE 3 LUSTIGEN MOOSACHER DIE BERGZIGEUNER DIE BLAUEN ENGEL DIE ERDE DIE FEUCHTGRUBERS DIE FIDELEN INNTALER DIE FINKENGRUPPE AUS OBERSTAUFEN DIE FLIPPERS DIE LUSTIGEN OBERKRAINER BUAM DIE LUSTIGEN WOARDHAUSER DIE NORDLICHTER DIE PALDAUER

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 39 of 179

DIE PIDDLERS DIE PRINZEN DIE WILDECKER HERZBU BEN DIEGO CARRASCO DIEGO EL CABRILLERO DIEGO PARADA DIEGO VERDAGUER DIENABA DIAKTE DIG DIGITAL INFORMATION ENSEMBLE DIGITAL PENETRATORS DIGITAL UNDERGROUND

DIG ITLIS DIKSEIO DIMEBAG DARRELL DIMENSION LATINA DIMITRI FROM PARIS DIMITRIS BITPOPANOS DIMITRIS KONTOLAZOS DIMITRIS MITROPANOS DIMMU BORGIR DIN PEDALS DINAH AND THE DESERT CRUSADERS DINAMITEROS DE COLOMBIA DINASTIA NORTENA DING CHENG-YUN DINGET JE DINK DINO BORG IOLI DINO GUZMAN DINOSAUR JR. DINOSAUR KINGDOM DIOMEDES DIAZ Y JUANCHO ROIS DIONISIS SKOINAS DIONYSIS SKOINAS, EIRINI AGGELOU DIRK BUSCH DIRK DIGGLER DIRK RICHTER DIROTTA SU CUBA DIRTY BEATNIKS DIRTY DOGS DIRTY JESUS DISCO BLU DISCO TEX AND THE SEX-0-LETTES DISH D IS HWALLA DIVERSE ARTIESTEN DIVIDIDOS DIVINE DIVINE NATURE

http://63.236. 111. 137/j sp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 40 of 179

DIVINO DIVINYLS DIXIE BELLES DIXIE CADILLACS DJ ANDY SMITH DJ BRANDY DJ CLUE DJ COMPANY DJ DADO DJ DIE DJ DUKE DJ ERIC DJ FOOD DJ HONDA DJ HOOLIGAN DJ ICEY DJ KOOL DJ KRUSH DJ KRUST DJ ME DJ YOU DJ MINK DJ NEGRO DJQ DJ QUICKSILVER DJ QUIK DJ RODRIGUEZ DJ SBS DJ SAKIN & FRIENDS DJ SUPREME DJ SWAMP DJ THOKA DJ TONKA DJ U-NEEK DJ. NIGHTRAIN DJAIMIN DJALTI DJANGO REINHARDT DJELLI MOUSSA DIAWARA DJET X DJIVAN GASPARYAN DJIVANI DJUR DJURA DLG DLR BAND DMP BIG BAND DO IT REAL DO OR DIE DOC DOC CHEATHAM DOC GUIDRY

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 41 of 179

DOC SCOTT DODIE STEVENS DODO & THE DODO'S DOG'S EYE VIEW DOGMA DOLLSHEAD DOM UM ROMAO DOMENICO MODUGNO DOMENICO NINO DELLI DOMESTIC SCIENCE CLUB DOMINGINHOS DOMINGO QUINONES DOMINGUINHOS DOMINION AND POWER DOMINIQUE CORNIL DON & JUAN DON AMECHE DON BRADEN DON BREWLEY DON CARLOS DON COX DON DOKKEN DON HARRISS DON HENRY DON JULIAN 8 THE MEADOWLARKS DON MCCLEAN DON MCMINN DON MOEN DON NEELY DON RANDI & QUEST DON REND DON WALSER DONALD O'CONNER DONALD VAILS DONATO 8 ESTEFANO DONNIE ELBERT DONNIE MCCLURKIN DONS OF QUIXOTE DOOLEY WILSON DORI BEV ZEEV DORIS MONTEIRO DORIVAL CAYMMI DORON MAZAR DOROTHY DOROTHY MASUKA DORSCHNER'S RAINBOW VALLEY DUTCHMEN DOS DEVIANTS DOS OF SOUL DOTSERO DOTTIE PEOPLES

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 42 of 179

DOUBLEDRIVE DOUDOU NDIAYE ROSE DOUG BARR DOUG SAHM DOUGLAS GAMLEY DOUGLAS MILLER DOUGLAS SEPTEMBER DOUGLAS SPOTTED EAGLE DOVE SHACK DOVETAIL JOINT

DOWNLOW RECKA DOWNSET'P EXPRESS DR. ALBAN DR. BUZZARD'S ORIGINAL SAVANNAH BAND DR. CHITTI BABU DR. DAVE DR. ISRAEL DR. LEONARD S. SCOTT DR. MATTIE MOSS CLARK DR. N. RAMANI DR. SCIENCE DRAFI DEUTSCHER DRAG-ON DRAIN S.T.H. DRAKE DRAMA KIDZ DRAMARAMA DREAD ASHANTI DREAM WEAVERS DRED SCOTT DRESSY BESSY DRIVIN N CRYIN DRS DRU DOWN DSCHINGHIS KHAN DUANE JARVIS DUBIDUB DUB NATION DUGAN DHU DUCHESS DUCK DALE AND THE PIG TONES DUDU PUKWANA DUDUK QUINTET DUE WEST DUETO RIO BRAVO DUICE DUKE DUKE LEVINE DUKE PEARSON

http://63.236.111.137/jsp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page 43 of 179

DUKE ROBILLARD DUKES AND GANNON DULCE CON CHAAMIN CORREA DUNCAN DHU DUNCAN WELLS DUNE DUQUENDE DUSOLINA GIANNINI DUTCH RADIO BIG BAND DWIGHT TWILLEY BAND* DYKE 8 THE BLAZERS E BALANTER E 0 TCHAN E'SMILE E'VOKE E.C. SCOTT E.Q.O. EAGER EARL HINES EARL HOOKER EARL SCHEELAR'S FUNKY NEW ORLEANS EARTH CRISIS EARTH GYRLZ EARTH NATION EAST ANGLIA EAST SIDE BEAT EASYBEATS EBI EBI GHARIBEH EBN-OZN EBONI FOSTER EBRU GUNDES

ECHELONS ECONOLINE CRUSH'D MOTTA ED O.G & DA BULLDOGS ED TOWNSEND ED VAN FLEET EDDIE AMADOR EDDIE COCHRAN EDDIE CONDON EDDIE DANIELS EDDIE DAY EDDIE FLOYD EDDIE HIDGES EDDIE HODGES EDDIE JAMES EDDIE KAMAE EDDIE KENDRICKS EDDIE KOROZA

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 44 of 179

EDDIE KOROZA 8 THE MERRYMAKERS EDDIE KUTA EDDIE M. EDDIE MONTALVO EDDIE VINSON EDDIE ZIMA EDDY DUCHIN EDDY GUERRA EDDY HERRERA EDDY HOWARD EDDY MITCHELL EDDY NAPOLI EDGAR JOEL EDGAR LEANDRO EDGAR O'NEAL EDGARDO GELLI EDIL PACHECO EDIN ADAHL EDISON WEST EDITH LEFEL EDITH MARQUEZ EDITH PIAF EDITH PROCK EDL EDMUNDO ARIAS EDNA GALLMON COOKE EDO ZANKI EDOARDO BENNATO EDSELS EDU LOBO EDUARDO ALEXANDER EDUARDO CAPETILLO EDWARD BEAR EDWARD NEGUSSIE EDWIN RIVERA EDWIN STARR EEK-A-MOUSE EFFY 8 ELITEN EFI KONTOU EFI SARRI EFRAIM SHAMIR EGBERTO GISMONTI GROUP EGYPTIAN LOVER EHUD BANAI EHUKAI EILAN COHEN EINE WEISSE ROSE EIRIDIKI EIRIDIKS EITAN MASURI

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 45 of 179

EKEINOS-EKEINOS BAND EKHYMOSIS EKIMI EKO EL BONCHE EL CAMARON DE LA ISLA EL CARTEL EL CHAPO DE SINALOA EL CHIPO EL COMBO CANDELA EL COMBO DE LAS ESTRELLAS EL COMBO LOCO EL COMBO MELODICO TROPICAL EL CONJUNTO BATACHA EL COYOTE Y SU BANDA EL DESTRUCTO EL DOPA EL DUO CRISTAL EL GENERAL EL GRAN COMBO DE PUERTO RICO EL GRAN SILENCIO EL INDIO GITANO EL MANICOMIO DE VARGASVIL EL MANJAR DE LOS DIOSES EL MARIACHI EL MATADOR EL NEGRITO TRUMAN EL NENE EL NINO EL NINO DE ALMADEN EL PIPORRO EL PODER DEL NORTE EL PRESIDENTE EL RELAMPAGO DE SINALOA EL SORULLO Y SU SONORA GIGANTE EL SUENO EL TORTA EL TRI EL TROPICOMBO ELBA ELBA RAMALHO ELDER CURTIS BROWN ELDORADO ELDRIDGE HOLMES ELECTRAFIXION ELECTRIC PRUNES ELECTRO-LAND ELEGANTS ELEMENT OF CRIME ELEMENTO 10

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 46 of 179

ELEMENTS OF LIFE ELEMENTS OF LOVE ELENA BURKE ELENA PETA ELENI NIKOLAOU ELENI THIMOU ELENI VITALI ELENIS DIMOU ELEPHANT EAR ELEVA PETA ELI ELI LUZON ELIANE ELIAS ELIAS HASLANGER ELINA ELIO QUINTANILLA ELIOT FISK ELIS REGINA ELISABETH SERENADER ELISEO BORRERO ELISEO ROBLES Y LOS BARBAROS DEL NTE. ELIZA GILKYSON ELIZABETH GUTIERREZ Y TEXAS FIRE ELIZABETH KVAERNE ELIZABETH NACCARATO ELIZETH CARDOSO ELLA LOGAN ELLEN HANLEY ELLIOT EASTON'S TIKI GODS ELLIOT GOLDENTHAL ELLY STONE ELPIDA ELSON DO FORROGODE ELVA KANE ELUSION ELUV ELVIN JONES ELVIRA RIOS ELVIS CRESPO ELY GUERRA ELYSSIA MARIE EMANI SHANKARA SASTRY EMANUEL ORTEGA EM BOWASSA EMBRACE EMEL EMEL SAYIN EMER KENNY EMILIO GUERRERO EMILIO SANTIAGO

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 47 of 179

EMILIO TUERO EMILY BIDINGER EMIR BOSCAN EMM GRYNER EMMA VEARY EMMET SWIMMING EMMIE EMMIT CHOU EMPEROR'S NEW CLOTHES ENA KANELLI ENANITOS VERDES ENDEMIC VOID ENERGIA ENERGY 52 ENGINE 88 ENGLEBERT HUMPERDINK ENOCH LIGHT ENORMOUS ENRICO MACIAS ENRICO MUSIANI ENRICO RUGGERI ENRIQUE AGUILAR Y SU ORQUESTA ENTERPHASE ENVIRONMENTAL SCIENCE ENZO AVITABILE ENZO DE MURO LOMANTO ENZO ENZO ENZO GIOIA ENZO RAO EOL EPHRAIM LEWIS ERCAN IRMAK ERCAN SAATCI ERIC GABLE ERIC LAPOINTE ERIC MATTHEWS ERIC MEETS DESTINI ERIC NOLTKAMPER ERIC SERRA ERIC SUN ERIC VIRGAL ERICH STORZ ERICK ERICK RUBIN ERICK SERMON ERIK BYE ERIKA UND FLORIAN ERIN CORDAY ERIN O'DONNELL ERINEU MARANESI

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 48 of 179

ERIRE ERKIN KORAY ERLEND KRAUSER ERMINIO SINNI ERN ESTO D'ALESSIO ERNIE K-DOE ERNIE MARESCA ERNIE MAVRIDES ERNIES ERNST MOSCH EROTIQUES ERUPTION ERWIN VAN MOLL ESCALOFRIO ESCALONA ESCARBARME ESCENAS ESCORTS ESELU ESPADA Y DIAMANTE ESPIRITU ESPRIT JAZZ ESQUIRES* ESSAM RASHAD ESSAY QUATRE AND BAND ESSENCE ALLSTARS ESSEX ESTACAO PRIMEIRA DE MANGUEIRA ESTACIO DE SA ESTACION LOCAL ESTADOS ALTERADOS ESTELA NUNEZ ESTER ESTER BIGEOU ESTHER MONTALVAN ESTHER TUELY ETHEM ADNAN ERGIL ETHIOPIANS ETHM ADNAN ERGIL ETHNIX ETI LEVI ETIENNE VERSCHUEREN ETTI ANKRI EUGENIO FINARDI EUREKA EUROGLIDERS EVA AYLLON EVA TROUT EVAN GOULD EVAN MARKS

http://63.236.111. 137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 49 of 179

EVAN OLSON EVANGELINE EVE'S PLUM EVELYN KNIGHT EVELYN KUNNEKE EVERETT B. WALTERS EVERETTE HARP EVERY MOTHER'S SON EVERYTHING EVIDENCE OF MERCY EVOLUTION DANCE EVRIDIKI EWE2 EX-HUSBANDS EXALTASAM BA EXCLUSIVE SPECIALS EXODO EXPANDING MAN EXTENDED SPIRIT EXTRA LUCID EYA KANELLI EYC EYFO HAYELED EYUPHURO EZIO PINZA F-5 F.A.T.E. F.C. KAHUNA FABIAN MOZAURIETA FABIANA CANTILLO FABIO CONCATO FABRIZIO DE ANDRE FACELESS FACTOR E FACUNDO MONTI FACUNDO SARAVIA FADI LOUBNAN FAFA DE BELEM FAILURE FAIRFIELD FAIRFIELD FOUR FAIRFIELD STRINGS FAIROUZ FAITH FALCONS FALL FROM GRACE FALO FAMILIA RMM FAMILIA ROITMAN FAMILY ARTS THEATER

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 50 of 179

FAMOUS BLUE JAY SINGERS OF BIRMINGHAM FANDANGO U.S.A. FANG JIN LONG FANTANI TOURE FANTASTIC BAGGYS* FANTASTIC FOUR FANTASTIC PLASTIC MACHINE FAR FAR FROM HOME FARID AL-ATRACHE FARLEY 8 HELLER FARMER NOT SO JOHN FARON YOUNG FASCINATORS FASTWAY FAT JOE FATAL FATAL MAMBO FATALA FATANEH FATES WARNING FATHER HUDDLESTON BAND FATHER MC FATIH KISAPARMAK FATIMA GUEDES FATIS BURRELL FATO FAUBERT FAUSTO LEALI FAVIO PARMO FAYE WONG FBC FE26 FEAR OF GOD FEDERICO FR. FEDERICO VASSALLO FEGARI FELA RANSOME KUTI 8 NIGERIA 70 FELIPE DE JESUS FELIPE PIRELA FELIPE RODRIGUEZ FELIX ARNDT FELIZIA FELONY FEMI KUTI FENIX TX FERDA ANIL YARKIN FERN FERNANDA FERNANDA- BERNARDA

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 51 of 179

FERNANDO ALBUERNE FERNANDO ALVAREZ FERNANDO DE LA MORA FERNANDO DE LA MORENA 8 MORAITO FERNANDO TARRES FERNANDO VALADES FERNANDO VILLALONA FERREIRA FERRUCCIO TAGLIAVINI FETCHIN BONES FETTES BROT FEVER TREE FEYENOORD ROTTERDAM FIARES FIDDLIN'ED HERRON FIDEL HERNANDEZ FIDENCIO AYALA FIEBRE AMARILLA FIEL A LA VEGA FIEND FIERRO FIFTH ESTATE FIG DISH" FIGGY DUFF FILIPE MUKENGA FILIPPOS NIKOLAO FILLA BRAZILLA FILO MACHADO FINGER ROLL FINIS TASBY FIORDALISO FIORELLO FIREWATER FIRST CALL FIRST CHOICE FIRST EDITION FIRST PRIORITY FISHER-Z FITO OLIVARES FITO PAEZ FIVE BLOBS FIVE KEYS* FIVE MAN ELECTRICAL BAND FIVE STAIRSTE PS FIVESTONES FLAMINGO FOUR FLAMINGOS* FLASH AND THE PAN FLAVIO CESAR FLAVORNAUGHTS

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 52 of 179

FLEMING AND JOHN FLESH FOR LULU FLESH N'ONE FLEUVE JAUNE ENSEMBLE FLIM AND THE BB'S FLINTSTONES FLIP PHILLIPS FLIPMODE SQUAD FLIPSIDE FLIRTATIONS FLO SANDON FLOODGATE FLOR SILVESTRE FLORIDA MASS CHOIR FLORID 8UNDA FLOTSAM AND JETSAM FLOYD PERCH FLUF FLUFFY FLUORESCEIN FOBIA FOG

HAT'OLK GROUP FOLKLORE SICILIANO FOOL'S PROGRESS FOR REAL FOR SQUIRRELS FORCE M.D.'S FORCE MASS MOTION FOREST FOR THE TREES" FORESTER SISTERS FORREST FANG FORTIS FORTUNA FOSFORITO FOSTER AND LLOYD FOUARD HARRAKA FOUR BROTHERS FOUR TUNES FOUR-FOURTY FOURPLAY FOXXY BROWN FOXY FOXY BROWN FRA OLA NARR FRAN WARREN FRANCE D'AMOUR FRANCE GALL FRANCES WAYNE FRANCESCA ALOTTA

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 53 of 179

FRANCESCA BEGHE FRANCESCO GUCCINI FRANCIA MCNALLY FRANCIE DILLON FRANCIS DUPONT FRANCIS GOYA FRANCIS LEMARQUE FRANCISCO "CHARRO" AVITIA FRANCISCO AVITIA FRANCISCO CESPEDES FRANCISCO XAVIER FRANCISCO ZUMAQUE FRANCK POURCEL ORCHESTRA FRANCO BAGUTTI FRANCO CALIFANO

FRANCO E I G5 FRANCO FASANO FRANCOISE HARDY FRANK BARBER FRANK CAPP JUGGERNAUT FRANK CHRISTIAN FRANK DINGENEN FRANK DOMINGUEZ FRANK POTENZA FRANK POURCEL FRANK SANDE FRANK STALLONE FRANK STEINER JR. FRANK VANDER LINDEN FRANK WOJNAROWSKI FRANK ZANDER FRANKE & THE KNOCKOUTS FRANKIE FRANKIE BONES FRANKIE CARLE FRANKIE CUTLASS FRANKIE FANELLI FRANKIE LISZKA 8 THE BRASS CONNECTION FRANKIE NEGRON FRANKIE SMITH FRANKIE YANKOVIC FRANKLY SCARLET FRANS HALSEMA FRANSHESKA FRANZISKA FRANZL LANG FRATTA FRAZIER RIVER FREAK BROTHERS FREAK NASTY

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 54 of 179

FREAKNICKS FREAKYMAN FRED BERTELMANN FRED BLONDIN FRED BUSCAGLIONE FRED GEE FRED HAMMOND FRED KNOBLOCK FRED LOCKS FRED MCCARTY FREDDIE GWALA FREDDIE JACKSON FREDDIE ROULETTE FREDDIE SCOTT FREDDIE SLACK FREDDY BRECK FREDDY GUTIERREZ FREDDY MARTIN FREDDY WELLER FREDE FUP FREDERICKS GOLDMAN JONES FREE MOVEMENT FREEDOM OR NOT FREEMAN BENOIT FREEZE FRAME FRENETICAS FRESH LAB FRESH MODE FRETBLANKET FRIEDEMANN FRIEND 8 LOVER FRIEND AND LOVER FRIENDLY TEMPLE SANCTUARY CHOIR FRIJID PINK FRISCO SYNCOPATORS FRITZ & XAVER STOIBER FRODE FJELLHEIM JAZZ JOIK ENSEMBLE FROGMEN FROGPOND FROM GOOD HOMES FRONT 242 FRONT RANGE FROST FRUKO Y SUS TESOS FRUTA QUENTE FU MANCHU FUDGE TUNNEL FUERA DE LIGA FUERZA NORTENA FUGA DE GOYA

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 55 of 179

FUGAZI FUGEES FULANITO FULL DEVIL JACKET FULL GOSPEL BAPTIST FELLOWSHIP M.C. FUMIO FUN42 FUNK JUNKEEZ FUNKATARIUM FUNKY DERRICK FUR SLIDE FURRY PHREAKS FURY IN THE SLAUGHTERHOUSE FUTREL FUTURE FORCE G-CLEFS G-GIRL KELI'IHO'OMALU G-RACE G. GEROLYMATOS G.Q. G.S. SACHDEV GABBY GRYNNER GABI SHOSHAN GABINO PAMPINI GABRIEL DORMAN GABRIEL LEE GABRIEL 0 PENSADOR GABRIELLA FERRI GABY ALBRECHT GAIL RUNDLETT GALAXY GALEO GALI ATARI GALLOWGLASS CEILI BAND GALO PRETO GALY GALIANO GANAN ZIA GANGSTA BOO GANJAH K GANKSTA NIP GARIBALDI GARNELLE HUBBARD SPEARMAN GARNETT SILK GARO HAYRABEDIAN GAROU GARRETT FLYNN GARY B.B. COLEMAN GARY COOK GARY FERGUSON GARY HALEAMAU

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 56 of 179

GARY LEWIS 8 THE PLAYBOYS* GARY MEEK GARY NUMAN GARY PRIM GARY SEIBERT GARY'S GANG* GASOLIN GATAS NEGRAS GATTO PANG ERI GAZOZ GAZZARA GEARDAD DIES GEARWHORE GEIER STURZFLUG GEIRR LYSTRUP & GODTFOLK GEIST GEMINI GENE DUNLAP GENE HARRIS GENE MCDANIELS GENE VINCENT* GENERATION GENIES GENOA KEAWE GENTRYS GEODESIUM GEOFF EALES GEOFF LOVE GEOFF MOORE GEOFF MOORE & THE DISTANCE GEOFFREY ORYEMA GEORGE ABDO 8 HIS "FLAMES OF ARABY" GEORGE BAGHDOYAN GEORGE BAR GEORGE BARCLAY GEORGE CABLES TRIO GEORGE DANZER GEORGE DAVIDSON GEORGE FENTON GEORGE FREEMAN GEORGE HAMILTON IV GEORGE HEARN GEORGE HELM GEORGE JINDA GEORGE KAHUMOKU JR. GEORGE KRANZ GEORGE LAMOND GEORGE LEE ANDREWS GEORGE LEWIS GEORGE LEWIS AND HIS RAGTIME BAND

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 57 of 179

GEORGE NTALARAS GEORGE RIVAS GEORGE RUSSELL GEORGE S. IRVING GEORGE WALLACE GEORGE WASSOUF GEORGES BRASSENS GEORGES MOUSTAKI GEORGIA BROWN GEORGIA GIBBS GEORGIA MASS CHOIR GEORGIA SATELLITES GEORGIE AULD AND HIS ORCHESTRA GEORGIE FAME GEORGIOS MAXONAKHI GERA SAMBA GERALD BAIR GERALD COLLIER GERALD THOMPSON GERALDITO FERNANDEZ GERALDO AZEVEDO GERALDO VANDRE GERARD PRESGURVIC GERARDINA TROVATO GERARDO GERARDO NUNEZ GERARDO REYES GERHARD SCHOLZ BAND GERMINATING SEEDS OF DODA GERONIMO GERRY GROEBER GERTRUDE LAWRENCE GETAWAY CRUISER GETO BOYS GHETTO TWINZ GHORWANE GHOST FACE KILLER GHOST TOWN DJ'S

GIACOMO LAURI-VOLP I GIANNI TOGNI GIANT GIDEON GIDI GOV GIGANTIC GIGI FINIZIO GIGOLO AUNTS GILAYO GILBERT PEREZ & PEPE MALDONADO GILBERTO LAZARO GAONA GILBERTO MONROIG

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 58 of 179

GILBERTO SANTAROSA GILBERTO URQUIZA GILIARGOV GILLES FLORO GILLIE DA KID GINA LEON GINGIOT GINO DEL VESCOVO AND HIS MANDOLINS GIORA KENNETH GIORGIA GIORGIO GABER GIORGOS ALKAIOS GIORGOS GEROLIMATOS GIORGOS MARGARITIS GIORGOS MAZONAKIS GIORYOS GEROLIMATOS GIORYOS MAZONAKIS GIOVANNI DE CHIARO GIOVANNI HIDALGO GIRIJA DEVI GIRLS AGAINST BOYS GIRO GITO BALOI GITTE GITTE HAENNING GITTI 8 ERICA GIULIETTA SACCO GIUSEPPE ANEDDA GIUSEPPE CIONFOLI GIUSEPPE DI STEFANO GIUSEPPE GARGANO GLAD GLADYS KNIGHT 8 THE PIPS* GLEN BROWN GLEN RICKS GLEN TAYLOR GLEN VELEZ GLENN BENNETT GLENN ERIK HAUGLAND GLENN LONG ORCHESTRA GLENN MCNULTY GLENN PAUL GLENN R. TOWNSEND GLENN TIPTON GLOBAL COMMUNICATION GLOBAL DANCE PROJECT GLORIA CHRISTIAN GLORIA GRAHAME GLORIA MANN GLORIA MARLOWE

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 59 of 179

GLORIA TREVI GLORITONE GNAGS GNAWA MUSICIANS OF MARRAKESH GOAT GOATSNAKE GOD LIVES UNDERWATER GOD STREET WINE GOD'S PROPERTY GODEWIND GODFLESH GOIN'UBLIC GOINS BROTHERS GOLANA GOLDEN GATE JUBILEE QUARTET GOLDEN SMOG* GOLDIE HILL GOLDO GONEMAD GONTITI GONZALO RUBALCABA GOOD MORNING MR. BASIE GOOD SHAPE GOODFELLAZ GORDON BROAD'S TROPICAL COOL GORDON MARK GORKI GOSPEL ACCORDING TO "TOO" GOSPEL DEMONSTRATORS GOSPEL KEYNOTES GOSPEL MUSIC WORKSHOP OF AMERICA GRACE ALEXANDER GRACE MCATEER GRADE GRAHAM CENTRAL STATION GRAIG COOPER GRAM PARSONS* GRAN MARIACHI NUEVO TECALITLAN GRAND DOMINION JAZZ BAND GRAND FUNK RAILROAD* GRANDPA JONES GRANT LEE BUFFALO GRASSHOPPER GREAT BUILDINGS GREAT LENGTHS GREAT WHITE* GREATER GRACE TEMPLE CHOIR GREECE 2000 GREG 8 STEVE GREG AND STEVE

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 60 of 179

GREG CLARK S. CALIFORNIA PRAISE GREG GREENWAY GREG HATZA GREG LONG GREG OSBY GREG VAIL GREGGY DEE GREGORY BRADLEY GREGORY HINES GREGORY TARDY GRENIQUE GRETA GREY EYE GLANCES GREYBOY GRIEVOUS ANGELS GRINSPOON GRIP

INC.'ROEP ERIK WILLE GROEP TAMBOER GROOVE CONNEKTION GROOVE GANGSTERS GROOVE THING GROOVERIDER GROUP GROUP HOME GROUPO CALIENTE GRP ALL-STAR BIG BAND GRUNTRUCK GRUPO ABC GRUPO AFRO CUBAN GRUPO AGUILA GRUPO ARDIENTE GRUPO ART POPULAR GRUPO BATUQUE GRUPO BRYNDIS GRUPO CAFUNE GRUPO CANEO GRUPO CARIACO GRUPO CLASE GRUPO EL MEXICANO GRUPO ESPECIAL GRUPO FUERTE GRUPO GALE GRUPO HEAVY GRUPO IMAGEN GRUPO IMPACTO GRUPO JUMAY GRUPO KATINGUELE GRUPO LATINO GRUPO LATINOAMERICANO

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 61 of 179

GRUPO MAGIA GRUPO ME GRUPO MERECUMBE GRUPO MESTICO GRUPO MODELO GRUPO PERU MANTA GRUPO PESADO GRUPO RAGA GRUPO RAICES GRUPO RAISON GRUPO RECUERDO GRUPO SANTA FE GRUPO SENSACAO GRUPO SIERRA MAESTRA GRUPO TENTACION GRUPO TUCAN GRUPO VENEZUELA GRUPO VIDA GRUPO WAO GRUPO YNDIO GU ZE-CHANG GUADALCANAL DIARY GUADALUPE PINEDA GUAGUANCO MATANCERO GUARDIANES DEL AMOR GUENTHER NEEFS GUENTHER WEWEL GUETHER NORIS GUIANKO GUILHERME ARANTES GUILLERMO DAVILA GUINGA GUIRE WEBB GUITAR SLIM, JR. GUIZHOU NATIONAL ARTS ENSEMBLE GULAY GULSEN GUNG HO GUNTER NORRIS GUNTHER LEVI GUNTHER NEEFS GUO HONG LIAN GUSTAVO CERATI GUSTAVO LARA GUY HAINES GUY SWINNEN GWEN VERDON GYPSY SOUL GYRL H-BLOCKX

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 62 of 179

H20 H2S04 HA'UD HABIBI HABREIRA HATIV'IT HADES HAGONYA HAGOOD HARDY HAIM MOSHE HAINDLING HAKAN OZLEV HAKAN PEKER HAL 9000 HAL LINDEN HALAU HULA HALAU O'KEKUHI HALIBUTS HALLINGDAL HALLINGDAL KRAFTLAG HALLOWEEN HORRORS HAMASHIUT HAMI HAMZA EL-DIN HAN TING-GUI HANA BLUE HANAN HARCHOL HANDSOME HANI HANK BALLARD 8 THE MIDNIGHTERS HANNAH JONES HANNE HALLER HANS ALBERS HANS ARNO SIMON HANS DE BODY HANS HARTZ HANS UND ELLEN KOLLMANNSBERGER HANSEL & RAUL HANSEL Y LA ORQUESTA CALLE 8 HANSL KRONAUER HANZEL UND GRETYL HAPE KERKELING HAPPY 8 ARTIE TRAUM* HAPPY FATS HAPPY LOUIE 8 JULIE'S POLKA BAND HAPPY RHODES HAPPY RICHIE'S POLKA BAND HARAJUKU HARARI HARDEN TRIO HARDKISS

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 63 of 179

HARDKNOX HARDNOX HAREEDING HARINGERBUAM HARIPRASAD CHAURASIA HARIS ALEXIOU HARLEM WORLD HARLEM YU HARLEY ALLEN HAROLD ACEVEDO HAROLD DORMAN HAROLD FALTERMEYER HAROLD MELVIN AND THE BLUE NOTES HAROLD RAYFORD HAROLD ROME HAROLD WINKLER HAROUT HAROUT PAMBOUKJIAN HARPTONES HARRY ALLEN HARRY GROENER HARRY SIMEONE CHORALE HARVEY HARVEY MASON HASAN SHAMAIEZADEH HASHOVINA SHEL HA PITA HASSAN ERRAJI HATE DEPT. HATE MACHINE HATEPLOW HATZINASIOS HAUFF S HENKLER HAUNANI ASING HAUS HARTZ HAUSMUSIK FISCHEN HAWAII CALLS CHORUS HAWAIIAN HEART HAWAIIAN NATION HAWAIIAN TIME HAWK SHAW WILSON HAWKSHAW HAWKINS HAYA SAMIR HAYEHUDIM HAYNES BOYS HAYSEED HAYSI FANTAYZEE HAZEL RIVER BAND* HAZELINE HAZIES HE SHU-FENG

http://63.236. 111.137/j sp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page 64 of 179

HEAD EAST HEADCRASH HEADLOCK HEADSWIM HEARTICAL CREW HEATH BROTHERS HEATHER BISHOP HEATHER MCAULIFFE HEATHER NOVA HEAVENLY GOSPEL SINGERS HEAVY WEATHER HECHIZO HECTOR REY HEGHINE HARBOYAN HEIDI BERRY HEIDI KABEL HEIDI, MARTINA MIT ELTERN HEIGHTS OF GRASS HEIMAT-DUO JUDITH 8 MEL HEINO HEINZ GAMPER HEINZ KOELLISCH HEINZ RUDOLF KUNZE HELEN O'ONNELL HELEN REDDY HELENA SANTIAGO HELENE SEGARA HELGE SCHNEIDER & HARDCORE HELIO DELMIRO HELIUM HELLOWEEN HELLSHOCK HELMUT LOTTI HELMUT ZACHARIAS HELMUT ZOEPFL HELO HELOY DE CASTRO HELTAH SKELTAH HEMISPHERE HENDRICKS AN MEURKENSLAMBERT'ENDRIK HENRI SEROKA HENRIK STRUBE HENRIQUE GAZES HENRY K THE VERSA J'S HENRY COOPER HENRY HALL 8 THE BBC DANCE ORCH. HENRY QUALLS HENRY ROBINETT HENSON CARGILL

http://63.236.111.137/jsp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page 65 of 179

HEPCAT HEPIE EN HEPI HERB ERNST HERB HALL QUARTET HERB PEDERSON HERBERT ERNST GROH HERBERT GROENEMEYER HERBIE MANN HERITAGE HALL JAZZ BAND HERMANAS AGUILA HERMANAS BARAJAS HERMANAS HUERTA HERMANITAS NUNEZ HERMANOS ARRIAGADA HERMANOS BERMUDES HERMANOS COLON HERMANOS PANIAGUA Y CORONA HERMANOS ROSARIO HERMANOSZAIZAR HERMANOSZANARTU HERMETO PASCOAL HERSCHEL SIZEMORE HERTZEL BEN DAVID HERVE VILARD HERZBLATT HET GOEDE DOEL HEXX* HI-C HI-TECH HIGHWAY 101 HIJOS DEL SOL HILARIO DURAN HILARION N'GUEMA HILDE HILDEBRAND HILDE OTT HILL BOWEN ORCHESTRA HILLBILLY IDOL HILTON RUIZ HIMALAYAZ HIMEKAMI HINDELANGER SCHRAMMELN HIPPOS HIROKAZU SUGIURA HIROKO HIROKO KOKUBU HIS PERSONAL PRESENCE HNOS. ZAIZAR HO SHU-FENG HO'AIKANE HOFFMANN & HOFFMANN

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 66 of 179

HOFNI COHEN HOG HOLGER BIEGE HOLLER HOLLISTERS HOLLOW HOLLYRIDGE STRINGS HOLLYWOOD ARGYLES HOLLYWOOD HITS ORCHESTRA HOMESICK JAMES HOMETOWN BOYS HONDELLS HONEY CONE HONEYCOMBS HONEYDOGS HONEYRODS HONKYTOAST HONNDALSTAUSENE HONOLULU POLICE GLEE CLUB HOODOO GURUS HOPE HOPETOWN LEWIS HORACE BROWN HORACE TRAHAN HORACIO MOLINA HORNY TOAD HORSLIPS HORTENSE ELLIS HOT HOT BOY$ HOT BUTTER HOT LIPS PAGE & HIS BAND HOTLEGS HOUSE OF GYPSIES HOUSE OF PRINCE HOUSE PEOPLE HOUSTON STACKHOUSE HOWARD CARPENDALE HOWARD COWLES HOWARD JOHNSON HOWARD LOPEZ HOWARD MCGILLIN HOWARD TEIBEL HOWLIN'AGGIE HO'AIKANE HO'ONUA HR CHARGE HSIAO-YUEH TSAI HSIK HARUSH HUDSON BROTHERS"

http://63.236.111.137/j sp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page 67 of 179

HUEY "PIANO" SMITH HUFFAMOOSE HUGH DE FERRANTI HUGH MASAKELA HUGH MUNDELL HUGO AND LUIGI CHORUS HUGO FRIEDHOFER HUGO MATTHYSEN HUGO MONTENEGRO HUGO WINTERHALTER HUI-FAN MING HUIT KILOS 8 YOKA ENZENZE HUM HUMAN DISORDER HUMAN MOVEMENT HUMAN SEXUAL RESPONSE HUMBERTO CRAVIOTO HUMBERTO HERRERA HUMBLE GODS HUMBLE PIE HUMPMUSCLE HUNTINGTON CADS HURONIA RADIO ORCHESTRA HURRICANE ¹1 HURRICANE G HURSID YENIGUN VE GRUBU HUSEYIN ZEYTINKAYA HUSIKESQUE HUSKER DU HWAN YEH HYPER GO GO HYPERTROPHY HYSTERIX IAM

I CAMALEONTI

I CANTAFOLK

I CIMAROSA

I CUGINI DI CAMPAGNA

I MOTHER EARTH

I MUS,ICI

I MUVRINI

I NUOVI ANGELI

I RAGAZZI ITALIANI

I SANTO CALIFORNIA

I TEPPISTI DEI SOGNI I.D.K. I. TATAASOPOULOS IAN GOMM IAN MCCULLOCH IAN MCDOUGALL QUARTET

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 68 of 179

IAN THOMAS IARLA 0 LIONAIRD IBRAHIM TATLISES ICE CUBE ICE MC ICEHOUSE

I COG NITO ICOS IDEAL IDENTICAL STRANGERS IGAL BASHAN IGGY WICKSMAN IHASHI ELIMHLOPHE

II D EXTREME III SOUL CRY IKAIKA BROWN IKE COSSE IKONA IKUTA MASTERS IL ETAIT UNE FOIS ILAN CHESTER ILANIT ILL AL SKRATCH ILLUSION ILONA IRVINE IMAGES IMAN EL-BAHER DARWISH IMMATURE IMPALAS IMPERATRIZ LEOPOLDINENSE IMPERIAL DRAG* IMPERIALS IMPERIO SERRANO IMPROMP 2 IMRAT KHAN IMUA IMUA GARZA IMX INA DETER INA KAINA INCH INDEPENDENTS INDIA MELIYARA INDIANA STATE CHOIR INDO INDOCHINE INDUSTRIA DEL AMOR INDUSTRY STANDARD INEZ AND CHARLIE FOXX INEZ FOXX

http://63.236. 111. 137/j sp/unpaidArtistList j sp 9/21/2006 SoundExchange Unpaid Artist List Page 69 of 179

INFAMOUS SYNDICATE INFIELES INFORMATION SOCIETY INGE & MARIA INGEBORG INGRAM GOSPEL SINGERS INMUNDO MUNDO INNA ZHELANNAYA INNER SANCTUM INNERSOUL INNERVISIONS INNISFREE INNOCENCE MISSION INOJ INSPECTAH DECK INSPIRATIONAL SOUNDS MASS CHOIR INSTANT CITIES INSTANT FUNK INTENSO INTENTO INTERACTIVE INTERSTELLAR FORCE INTIMATE ORCHESTRA INTREPIDO INVISIBLE HANDS INVISIBLE MAN'S BAND IPANEMA BEACH ORCHESTRA IRA STEIN/RUSSEL WALDER* IRAN CASTILLO IREEN SHEER IRENE GRANDI IRISH DESCENDANTS IRON BUTTERFLY IRVIN MAYFIELD IRY LE JUNE ISABEL BIGLEY ISABEL DE MERIDA ISABELLE A ISABELLE BOULAY ISADAR ISARFLIMMERN ISHAM JONES ISHAN ISHMAEL 8 THE PEACEMAKERS ISIDRO INFANTE ISLA BONITA ISLA CALIENTE ISLAND BREEZE ISLAND INSPIRATIONAL ALL-STARS ISLAND RHYTHMS

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 70 of 179

ISMAEL ISMAEL LO ISMAEL MIRANDA ISMAEL MIRANDA & NANO CABRERA ISMAEL QUINTANA ISMAEL Y CORTIJO ISMAIL HAKKI FENCIOGLU ISRAEL ISSAC 8 ADALBERTO ISSAC DELGADO IT'S A BEAUTIFUL DAY ITO ITS IMMATERIAL ITS IK KALA ITZIK KALAH IVA ZANICCHI IVAN GRAZIANI IVAN HEYLEN IVANGELI LOXOLO IVORY JOE HUNTER IVY QUEEN IWER GEORGE IZAMAR IZEL IZHAR ASHDOT IZHAR COHEN IZZET ALTINMESE I'LAND BOIZ J KNIGHTS J MICHAEL VERTA J'MATRA J-CEE J-LIVE J-SHIN J. DONALD WALTERS J. FRANK WILSON J. J. GALE J. KAHUMOKU JR. J. MICHAEL VERTA J.B. LENOIR J.C. LODGE J.CEE J.J. GALE J.J. FAD J.J. JACKSON J.J. JOHNSON J.M. SERRAT J.P.TORRES J.T. THE BIGGA FIGGA JABU HLONGWANE

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 71 of 179

JABUTI JACINTA SANCHES JACK CASSIDY JACK HALEY JACK JEZZRO JACK KNIGHT JACK MCDUFF JACK OFF JILL JACK WAGNER JACK WILD 8 MARK LESTER JACKALOPE JACKDRAG JACKELINE RAGO JACKERS JACKIE PAYNE JACKSON DO PANDEIRO JACKSON SOUTHERNAIRES JACKY CHANG JACOB MILLER JACQUELYN MCKEEVER JACQUES HERB JACQUI CENCI JADE BRIDGE JADE. ELL JAF JAGGERZ JAGUAR JAHMALI JAILENE JAIME ROVIRA JAIR RODRIGUES JAKARANDA JALI KUNDA JAM NATION JAMAICANS JAMAL JAMELAO JAMES AND BOBBY PURIFY* JAMES ARMSTRONG JAMES BARTON JAMES BIGNON S DELIVERENCE JAMES BONAMY JAMES GANG JAMES HARMAN JAMES KAOPUIKI JAMES P. JOHNSON JAMES SOLBERG JAMIE MYERSON JAMIE WALTERS JAMIES*

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 72 of 179

JAMIL SHARIF JAN AND DEAN* JAN GARBER JAN HEIRMEYER JAN LEWAN & HIS ORCHESTRA JAN LEYERS JAN SAVITT JAN VAN KELST JAN-PAUL VAN DER MEIJ JANE BUNNETT JANE CHILD JANE DUBOC JANE FOSTIN JANE KELLY WILLIAMS JANE OLIVOR JANE SIBERRY JANET HARBISON JANET LYNN JANET MARTIN JANET PASCHAL JANETTE SEWELL JANGO JANIE GRANT JANIS MARTIN JANN BROWNE JANUS STARK JARDS MACALE JARRELL, CREED, LINEBERRY 8 PATTERSON JASON 8 THE SCORCHERS JASON BENTLEY JASON BRELAND JASON MARSALIS JAVA JAVIER MOLINA Y EL DORADO JAVIER PASTRANA JAVON JACKSON JAWBREAKER JAY 8 THE TECHNIQUES* JAY CONNER JAY LARRIN JAYNETTS JAYO FELONY JAZ DAZZLERS JAZ KLASH JAZE JAZZ A BYE QUARTET JAZZ AT THE MOVIES BAND JAZZANOVA JDS JEAN BOSCO SAFARI

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 73 of 179

JEAN FERRAT JEAN JACQUES GOLDMAN JEAN LE GRAND JEAN-FRANCOIS COEN JEAN-JACQUES JEAN-JACQUES GOLDMAN JEAN-LOUIS AUBERT JEAN-LOUIS AUBERT'N'KO JEAN-LOUIS MURAT JEAN-MARIE LECLAIR JEAN-MICHEL CABRIMOL JEAN-PIERRE MADER JEANNE BAL JEANNE NEWHALL JEANNIE AND JIMMY CHEATHAM JEANNIE C. RILEY JEANNIE PRUETT JEFF BUCKLEY JEFF CIAMPA JEFF COPLEY JEFF DANNA JEFF FINLIN JEFF HACKWORTH JEFF HERGE JEFF LINSKY JEFF PEARCE JEFF RASMUSSEN JEFF SOVA JEFF WOOD JEFFREY OSBORNE JELENGUE JELLY ROLL KINGS JELLY ROLL MORTON JELLYFISH" JEN TRYNIN JENI VARNADEAU JENNIFER DAY JENNIFER PRATT-WALTER JENNIFER Y LOS JETZ JENNY SIMPSON JERALD DAEMYON JEREMY KAPLAN JEREMY LUBBOCK JEREZ JERMAINE DUPRI JEROME HARRIS JERRY GALANTE JERRY GRAY JERRY HADLEY JERRY KILGORE

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 74 of 179

JERRY MEDINA JERRY ORBACH JERRY SANTOS JERRY SMITH 8 THE CHILDREN OF ISRAEL JERRY WALLACE JERRY ZEE JESS LOPEZ JESSE JESSE & TRINA JESSE BELVIN JESSE DAVIS JESSE MARQUEZ JESSE POWELL JESSICA CRISTINA JESSICA SCHOENBERG JESSIE ALLEN COOPER JESSIE MAE HEMPHILL JESSIE POWELL JESSY DIXON JESTOFUNK JESULIN JESUS LIZARD JESUS VASQUEZ JEWEL AKENS JEWELS JHOSSE LORA JIAO JINHAI JIE-BING CHEN JIL CAPLAN JIM 8 JESSE MCREYNOLDS JIM CARROLL BAND JIM COLE (GOSPEL) . JIM CULLUM JAZZ BAND JIM FISCHER JIM LOWE JIM PIETKIVITCH JIM RULE JIMI TENOR JIMMIE BOWEN JIMMIE LOGSDON JIMMIE LUNCEFORD 8 HIS ORCHESTRA JIMMIE NOONE JIMMIE WOOD & THE IMPERIAL CROWNS JIMMY BOYD JIMMY BREAUX JIMMY C NEWMAN JIMMY CHARLES JIMMY DICKENS JIMMY DURANTE JIMMY EDWARD

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 75 of 179

JIMMY EDWARDS JIMMY GIUFFRE 3 JIMMY LEWIS JIMMY LLOYD JIMMY LONDON JIMMY LUNCEFORD JIMMY RILEY J IMMY ROG E RS ALL-STARS JIMMY ROSELLI JIMMY RUFF IN JIMMY SCOTT

JIMMY SOMMERS JIMMY THACKERY/THE DRIVERS'IMMY VIVINO & THE REKOOPERATOR JIMMY WEBER 8 THE SOUNDS JIN QU JINNY JIVE FIVE JJ JJ JACKSON JK JLB Y COMPANIA JO LEMAIRE JO SANTANA JO VALLY JOACHIM WITT JOAN ARMATRADING JOAN SEBASTIAN JOAN WEBER JOANNA CARLSON JOANNA CONNOR JOANNA RIDING JOANNE BRACKEEN JOANNE OLSHANSKY JOAO DO VALE JOAO GILBERTO JOAO NOGUEIRA JODECI JODLERDUO GRATT-MIGGITSCH JODY REYNOLDS JOE "KING" CARRASCO JOE ARROYO JOE BAJUK JOE BENNETT 8 THE SPARKLESTONES JOE BRAVO JOE CUBA JOE DERISE JOE GRUSHECKY JOE HAYMES 8 HIS ORCHESTRA JOE HENRY

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 76 of 179

JOE HILL LOUIS JOE HINTON JOE JAMA JOE JEFFREY GROUP JOE JONES JOE KEAWE JOE KEAWES HARMONY HAWAIIANS JOE KURASZ JOE LOUIS WALKER JOE LOVANO JOE LYNN TURNER JOE MAPHIS JOE MARSALA JOE MARTINEZ JOE PASS JOE PUBLIC JOE REISMAN JOE RODRIGUEZ Y SU GRUPO LATINO JOE SCRUGGS JOE SOUTH JOE TAYLOR JOE VALLE JOE WALEGA'S HAPPY HEARTS JOEE JOEL FRAHM JOEL FRANKEL JOEL GAINES JOEL NAVA JOEL PERRI JOELLE URSULL JOEY DELUXE JOEY GILMORE JOEY MCINTYRE JOEY POWERS JOHAN LOTIGIERS JOHANNES WALTER JOHHNY SHAKER JOHN & AUDREY WIGGINS JOHN ADORNEY JOHN ALBERTI JOHN ALMEIDA JOHN ANDREW SCHREINER JOHN ARCHER JOHN BAYLESS JOHN CHIBADURA JOHN COLLUM JOHN COREY JOHN CRUZ JOHN CULLUM JOHN FEDCHOCK

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 77 of 179

JOHN FORTI JOHN FRED & HIS PLAYBOY BAND JOHN HULING JOHN JAIRO Y LA SONORA GIGANTE JOHN KIRBY JOHN LYONS JOHN NOVACEK JOHN OSZAJCA JOHN P. KEE JOHN P. STROHM JOHN PAUL YOUNG JOHN PEDERSEN JOHN PIZZARELLI JOHN R. BURR JOHN REARDON JOHN RUBENSTEIN JOHN RUBINSTEIN JOHN SBARRA JOHN SCOFIELD JOHN SCOT TROTTER JOHN STETCH JOHN WEIDER JOHN WESTON JOHN WHELAN JOHN WILLIAMS JOHN WILLIAMS (GUITAR) JOHNNIE & JOE JOHNNIE ALLAN JOHNNIE AND JACK JOHNNIE BASSETT JOHNNIE OSBOURNE JOHNNIE RAY JOHNNIE WRIGHT JOHNNY & THE HURRICANES JOHNNY ACE JOHNNY ALBINO Y SU TRIO SAN JUAN JOHNNY ALF JOHNNY BLACKBURN JOHNNY BLAS JOHNNY BOND & HIS RED RIVER VALLEY BO JOHNNY BURNETTE JOHNNY BURT JOHNNY BUSH JOHNNY 8USTAMANTE JOHNNY CHARLES JOHNNY CLARKE JOHNNY CRAWFORD JOHNNY DESMOND JOHNNY DODDS JOHNNY DUNCAN

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 78 of 179

JOHNNY DYER JOHNNY GREGORY JOHNNY HALLYDAY JOHNNY HERNANDEZ JOHNNY HOY 8 THE BLUEFISH JOHNNYJOHNSTON JOHNNY JONES JOHNNY KAONOHI JOHNNY KEATING JOHNNY KEMP JOHNNY LEE WILLIS 8 HIS BOYS JOHNNY MADSEN JOHNNY MERCER JOHNNY NASH JOHNNY NEXDOR AND HIS NEIGHBORS JOHNNY NICHOLAS JOHNNY OSBOURNE JOHNNY PEARSON JOHNNY PEARSON ORCHESTRA JOHNNY POLANCO JOHNNY POLANCO Y SU CONJUNTO AMISTAD JOHNNY PRESTON JOHNNY PRYTKO JOHNNY SHINES JOHNNY VENTURA JOHNNY WIGGS JOHNNY YOUNG JOHNSON MKHALALI JOI JOLENE JOLLY BOYS JOMAR JON 8 ROBIN & THE IN-CROWD JON AND THE NIGHTRIDERS JON B. HIGGINS JON DAHLANDER JON DEE GRAHAM JON FAUKSTAD JON GIBSON JON LUCIEN JON OF THE PLEASED WIMMIN JON OSORIO 8 RANDY BORDEN JON SCHMIDT JON SIMON JONAS JONAS FJELD JONAS GWANGWA JONATHAN EDWARDS JONES 8 COLLINS ASTORIA EIGHT JONNIE SHUALY

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 79 of 179

JOOSE JORDY JORGE ARDANZA JORGE ARIZA JORGE BEN JORGE BEN JOR JORGE BENJOR JORGE DALTO JORGE ESCOBAR JORGE LEWIS JORGE LUIS JORGE LUIS CABRERA JORGE MEZA Y SU TROPI-COLOMBIA JORGEN INGMANN JOSE ALFONSO JOSE ALFREDO JIMENEZ JOSE AUGUSTO JOSE BARRENSE-DIAS JOSE COLANGELO JOSE FERRER JOSE JAVIER SOLIS JOSE JOSE JOSE JULIA JOSE JULIAN JOSE LARRALDE JOSE LUIS MARTINEZ VESGA JOSE MANGUAL JR JOSE MANUEL FIGUEROA JOSE MARIA NAPOLEON JOSE NOGUERAS JOSE OCTAVIO Y LOS NIETOS JOSEFA JOSELITO DINIZ JOSEPH KRIKORIAN JOSEPH PORTES JOSEPH VINCELLI JOSEPHINE BAKER JOSEPHINE BARSTOW JOSH GRAVES JOSH WILLIAMS & HIGH GEAR JOSHUA BREAKSTONE JOSHUA KADISON JOSHUA PIERCE 8 DOROTHY JONAS JOSHUA SITHOLE JOSIE DEGUZMAN JOSS IE ESTEBAN JOSTEDOL'N JOSUE JOY UNLIMITED JOYCE HANDLER

http://63.236. 111. 137/j sp/unpaidArtistList j sp 9/21/2006 SoundExchange Unpaid Artist List Page 80 of 179

JOYCE LAWSON JOYDROP JP JONES JS 16 JUAN GABRIEL JUAN MENDOZA JUAN RAMIREZ JUAN VALENTIN JUANA LA LOCA JUANITA HALL JUANITA WILLIAMS JUANITO VAREA JUDD GROSSMAN JUDI DE LEON JUDITH EDELMAN JUDITH PINTAR JUDY ALBANESE JUDY BLAZER JUDY CANOVA JUDY CARMICHAEL JUDY TYLER JUKKA SAVIJOKI JULA DE PALMA JULE NEIGEL BAND JULI 8 JULIE JULIAN BAHULA JULIAN MARLEY JULIANE WERDING JULIE BAKER JULIE CHAPMAN JULIE MURPHY JULIEN CLERC JULIET ROBERTS JULIO ERAZO JULIO JARAMILLO JULIO PRECIADO JULIO REVUELTAS JULIO SUAREZ JULIUS LA ROSA JULUKA JULY CUEVA JUMAY JUMP IN THE WATER JUMP LITTLE CHILDREN JUNE HUTTON JUNE VALLI JUNGLE BROTHERS JUNIOR 8 JORGE JUNIOR COOK QUARTET JUNIOR GONZALEZ

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 81 of 179

JUNIOR KIMBROUGH JUNIOR MAFIA JUNIOR MARVIN JUNIOR VASQUEZ JUNIOR Y JORGE JUNKANOO CRU JUNKO ONISHI JUNKSTER JUREMA JUST 2 BROTHERS JUSTIN CLAYTON JUSTIN TREVINO K-ALEXI K-CI HAILEY K-DEE K-SQUAD K.A. THELEN K.P. 8 ENVYI K.W.S. K2 K5 K7 KA'AU CRATER BOYS KABAH KABOU GUEYE KACHIMBO DE HAITI KADHEM AL-SAHER KADIR TAPUCU KADJA NIN KAIRO KAITI GARIPI KAITI GKREY KAJAGOOGOO* KALAPANA KALEI BRIDGES KALEO 0 KALANI KALIN TWINS KALOYANNIS KAMIL GOK KANANGA 8 PAGODE KANDA BONGO MAN KANDELA KANDIA KOUYATE KANI KASSI KANILAU KANILEI'A KANON KANTE MANFILA KANUI & LULA KAOMA

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 82 of 179

KAOS KAOUDING CISSOKO KAPANGA KARAIKUDI SUBRAMANIAM KARAT KAREL GOTT KAREM MAHMOUD KAREN & KIDS KAREN AND TOMMY KAREN CLARK-SHEARD KAREN HECHT KAREN MATHESON KAREN PRUNCZIK KAREN WHEATON KARENLEIGH KARI BREMNES KARIS KARIS ALEXIOU KARL & THE COUNTRY DUTCHMEN KARL JENKINS KARL SCHAFFNER KARL SEGLEM KARMA TO BURN KARYN LIST KASAVA KASPER KASPER VINDING KASSANDRA KASSAV KASSE MADY KASTELRUTHER SPATZEN KAT EGGLESTON KATE SMITH KATE WALLACE & MICHAEL CAMP KATE WOLF KATERINA KOUKA KATERINA STANISI

. KATHARINA KATHY KIDD KATI GARBI KATIE KUHN

KATINA RANI ERI KATJA EPSTEIN KATRINA KATSARIS KATSUYA YOKOYAMA KATYNA RANIERI KAUS ION KAVANA KAWEHI LINDSEY

http://63,236.111.137/j sp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page S3 of 179

KAWIKA KAY BALLARD KAYAHAN KAYCEE GROGAN KAZUHIRO INABA KE KE'ALOHI KEAGGY, KING, & DENTE KEBRASAMBA KEELY SMITH KEESHA KEH FANG CHANG KEIMZEIT KEITH KEITH GREEN KEITH HANCOCK KEITH MICHELL KEITH OXMAN KEITH WASHINGTON KEITH WHITLEY KELIS KELLI REISEN KELLY STEVAN KELLY WILLARD KEN BONFIELD KEN COLYER'S JAZZMEN KEN DOH KEN PEDERSEN KEN PHILMORE KENAN DOGULU KENIA KENICKIE KENNETH MANGRAM KENNETH MARTIN KENNY "BLUE" RAY KENNY BARRON KENNY DAVERN KENNY DINO KENNY DOPE PRESENTS THE POWER KENNY DREW KENNY MCLEOD KENNY PARKER KENNY ROBY KENNY SMITH KENNY THOMAS KENNY WAYNE SHEPHERD KENT HENRY KENTUCKY HEADHUNTERS* KERI LEIGH KERIM TEKIN

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 84 of 179

KERMIT RUFFINS KERRY MOY KETIL BJORNSTAD KETTY LESTER KEVIN CONNEFF KEVIN CONNOLLY KEVIN HAYS KEVIN PARENT KEVIN RAMSEY KEVIN ROTH KEVIN SALEM KEVIN-ANTHONY KEYSTONE KHADJA NIN KHALED KHAO KHATCHIK SARAFIAN KIA JEFFRIES KIARA KIBARIYE KID 'N PLAY KID ABELHA KID BASTIEN'S HAPPY PALS KID CAPRI KID CREOLE 8 THE COCONUTS KID HOWARD KID LOOPS KID RAMOS KID THOMAS VALENTINE KID THOMAS'IXIELAND BAND KIDNEY THIEVES KIDS KIDSONGS KILGORE SMUDGE KILLAH PRIEST KILLARMY KILLER CADET BAND KILLING CULTURE KILLING JOKE KIM LARSEN KIM MCFARLAND KIM NOLLER KIM WATERS KIM WESTON KIM WILDE KIMIKO ITOH KIMMEL & ROSENSTEIN KINANE KINDRED KING AFRICA

, ~

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 85 of 179

KING CHANGO KING CURTIS KING ERNEST KING HARVEST* KING SUN KING T KING TEE KING TUBBY KINGFISHER KINGSMEN* KINGSTON TRIO* KINITO MENDEZ KINLEYS KINO WATSON KIPPI BRANNON KIRK LIGHTSEY TRIO KIRMESMUSIKANTEN KIRSTEN BRATEN BERG KISHORI AMONKAR KIT WALKER KIT WATKINS KITTIN KITTY GILL KITTY MARGOLIS KITTY WELLS KJETIL SKASLIEN KLAUS DENSOW KLAUS HOFFMANN KLAUS LAGE KLAUS WUNDERLICH KLEINE SUENDEN KLEITON & KLEDIR KLIMAX KNASIT HASHACHO KNICKERBOCKERS KNITTING BY TWILIGHT KNUT IVAR BOE KNUT KIESEWETTER UND SEINE FAMILIE KOBE KOEN CRUCKE KOFFI KOFFI OLOMIDE KOFI ANANG KOHACHIRO MIYATA KOKIN GUMI KOMPUTER KONKHRA KONSTANTINWECKER KONSTANTINA KONZTELACION

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page S6 of 179

KOSTAS KARITODIPLOMENOS KOSTAS TOURNAS KOSTIA KOTCH KOTO ENSEMBLE OF THE IKUTA SCHOOL KOUSAN HAVASI KOUSAN SHERAM KOXBOX KRALLE KRAWINKEL KRAMERWIRT TRIO KRAYZIE BONE KREATOR KREIDLER KREYOL SYNDIKAT KRIS JENSON KRIS KROSS KRIS LANDRUM KRIS TYLER KRISTEN HALL KRISTINA BACH KRISTINE CIESINSKI KRI STY MCCOLL KROSFYAH KRS-ONE KRUDER 8 DORFMEISTER KRUNK KRUSH KRY KRYSTAL KU'UIPO KUMUKAHI KU-CHI UN TONG KUDZU KINGS KUH KUI LEE KUKURUZA KUMBIA KINGS

KUNZE . KUO-TUNG WONG KUT KLOSE* KUTU KU'UIPO KAMAKAHI KWAK KY-MANI KYM SIMS KYOTO IMPERIAL COURT MUSIC ORCHESTRA KYU SAKAMOTO L FISCHER L'AFFAIRE LOUIS TRIO L'HAKAT MEKOMIT L'HAKAT S'FATAYIM

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 87 of 179

L'TRIMM L.A. JAZZ SYNDICATE L.A. WORKSHOP L.A.G.Q. L.B.C. CREW L.T.D. L.U.N.G.S. L.V. L7 LA 5A AVENIDA LA BANDA LA BANDA CHULA LA BANDA DEL PUEBLO LA BANDA GORDA LA BANDA LOCA LA BARRANCA LA BOKU BAND LA BOMBA LA CALLE LACASTANEDA LA CHANCHONA DE ARCADIO LACHANZE LA COSTENA LA CUARTA CUADRA LA CUCA LA DECADA LA DECISION VALLENATA LADERECHA LA DIFERENZIA LA DOSIS LA ESPERANZA LA FASE LA FIEBRE LA FIERA LA FIRMA LA FUNK MOB LA INTEGRACION LA LINEA LA LUPE LA LUPITA LA LUZ ROJA DE SAN MARCOS LA MAKINA LAMATATENA LA MISMA GENTE LA MORE LA MOVIDA LA NETA DEL PLANETA LA NINA DE LOS PEINES LA PERLA DE CADIZ LA PIAZZA

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 88 of 179

LA PUERTORRIQUENA LA RACHA LA RONDALLITA LASABROSURA LA SIGUIENTE PAGINA LA SOCIEDAD LA SONORA CARRUSELES LA SONORA DINAMITA LA SONORA EXPLOSIVA LA SONORA GRANDE LA SONORAMATANCERA LASONORAPONCENA LA SONORASANTANERA LA SONORA TROPICANA LA TORDUE LA TRADICION DEL NORTE LA TRAIZION LA TROPA VALLENATO LA TROPICALISIMA LAAM LACE LADAE LADRON LADSTON DO NASCIMENTO LADY NORIEGA LADYSMITH BLACK MAMBAZO LADYSMITH RED LIONS LAHAKAT MARAKES H LAHAKAT SEFATAYIM LAID BACK LAILAH B'CHARECHA LAIMA LALE ANDERSON LALGUDI JAYARAMAN LALO RODRIGUEZ LALO Y LOS DESCALZOS LAMAR CAMPBELL 8 SPIRIT OF PRAISE LAMBIS LIVIERATOS LAMONT CRANSTON BLUES BAND LAMPIS LIEBIERATOS LAMP IS LI VIE RATOS LANDO FIORINI LANDSDOWNE ORCHESTRA LANDY CASTRO LANSDOWNE BAND LAO FAI LARA & REYES LARA LAVI LARAAJI LARKS

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 89 of 179

LARRY BASKETT TRIO LARRY DALTON LARRY GARNER LARRY KARUSH LARRY KERT LARRY KNECHTEL LARRY TYRRELL LARS H.U.G. LARSEN-FEITEN BAND LAS BOTAS ROJAS LAS CHICAS DEL CAN LAS ESTRELLAS LAS ESTRELLAS COLOMBIANAS LAS ESTRELLAS LATINAS LAS ESTRELLAS MARINAS LAS ESTRELLAS VALLENATAS LAS HERMANAS PAD ILLA LAS JILGUERILLAS LAS MUSAS DEL VALLENATO LAS NENAS DE CANA LAS QUINCE LETRAS LAS TRES SENORAS LAS TRIPLETS LAS VENENOSAS LASHUN PACE LASSE & MATHILDE LAST CHAPTER LATH UM LATIFA LATIN BREED LATIN BROTHERS LATIN IMAGE LATIN JAZZ ORQ. LATIN SPICE BAND LAUGHING US LAURA BOOSINGER LAURA NEWMAN LAURA SMITH LAUREANO BRIZUELA LAURENCE GUITTARD LAURENCE JALBERT LAURENCE NAISMITH LAURENT MALOT LAURENT VOULZY LAURIE AND JOYCE LAURIE 2. LAURNEA LAURYN HILL LAVELLE WHITE LAVERN BAKER

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 90 of 179

LAVINIA JONES LAVRENTIS MAHAIRITSAS LAWRENCE WALKER LAYTON HOWERTON LAZY LESTER LAZZ LAZZERO LAZZO LE CLICK LEABERT LINDSEY LEADFOOT LEAH SHABAT LEAHI LEAHY LEANDRO BARSOTTI LEANDRO Y LEONARDO LEAPY LEE LEATHERWOLF LEBLANC & CARR* LECI BRANDAO LECIA LECUONA CUBAN BOYS LEE "SCRATCH" PERRY LEE BENOIT LEE MORGAN LEE ROY REAMS LEEWAY LEFTERIS PANTAZIS LEFTY FRIZZELL LEFTY PEREZ LEI MOMI SWEETHEARTS LEILA PINHEIRO LEILANI LEMAN SAM LEMON PIPERS LEMZO DIAMONO LEN FILLIS LENA ALKAIOU LENI STERN LENINE LENNIE TRISTANO LENNY GOMULKA & THE CHICAGO PUSH LEO BROWER LEO CASTANEDA LEO DAN LEO GANDELMAN LEO MARINI LEO SMIT LEO VANELLI LEON EVERETTE

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 91 of 179

LEON GIECO LEON HAYWOOD LEON LAI LEON MCAULIFFE LEON PATILLO LEON PAYNE LEON ROACH LEONARD KWAN LEONARDO DE LOZANNE LEONARDO FAVIO LEONEL Y SU FORMULA LEONIDAS ELIS LEOPOLD 3 LEORA LEROY SMART LES AMBASSADEURS LES ESCROTS LES G.O. CULTURE LES GO DE KOTEBA LES GYPSIES LES INFIDELES LES INNOCENTS LES MARACAS LES NEGRESSES VERTES LES NUBIANS LES REED LES RITA MITSOUKO LES RYTHMES DIGITALES LES VISITEURS LES WANYIKA LESCHEA LESETTE WILSON LESLIE DRAYTON LESLIE TUCKER LESTER LANIN LEVALEDON LEVI CHEN LEVI LITTLE LEVY PEREIRA LEW RAYMOND LEW TABAC KIN LEWIS LYMON & THE TEENCHORDS LEWIS PRUITT LEY ALEJANDRO LHO LI FENG-YUN LI'L WALLY LIA VISSI LIANE FOLY LIANG MIN-SHIH

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 92 of 179

LIANG MING-YUEH LIANG TSAI-PING LIBERACION LIBIDO LIDA HUSIK LIFE OF AGONY LIGHTNIN'OPKINS LIGHTNIN'LIM LIGHTSTREAM LIL GREEN LIL LOUIS & THE WORLD LIL RACHETT LIL TROY LIL WAYNE LIL'EASE LIL'IM LIL'O LIL'ON JACKSON LILIANA LILIANE SAINT-PIERRE LILLIAN BOUTTE LILO LILY PONS LILY YUAN LIMBLIFTER LIMI-T XXI LIN SHICHENG LINA SANTIAGO LINDA BARKER 8 APPALACHIAN TRAIL LINDA SCOTT LINDA WONG LINETTE MAE LING-SHIN RAO LINK N CHAIN LINNET 8 SALOMONSEN LINO BORGES LIPPS INC. LIQUID LAUGH LIS SORENSEN LISA ANGELLE LISA BEVILL LISA CERBONE LISA HALL LISA KIRK LISA LISA AND THE CULT JAM LISA LYNNE LISA M LISA MARIE EXPERIENCE LISA MARIE NELSON LISA MCCORMICK

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 93 of 179

LISA MEDNICK LISA MOORISH LISA ONO LISANDRO MEZA LISETTE MELENDEZ LISSETTE LITANY LITHIUM AND SONYA MADAN LITSA DIAMANTI LITSA GIAKOUSI LITSA YIAGKOUSI LITTLE DIPPERS LITTLE ESTHER PHILLIPS LITTLE EVA LITTLE ISIDORE LITTLE JIMMY DICKENS LITTLE JOE LITTLE JOE 8 LA FAMILIA LITTLE JOE HERNANDEZ LITTLE JOHN CHRISLEY LITTLE MIKE 8 THE TORNADOES LITTLE MIKE AND THE TORNADOES LITTLE SUE LITTLE TONY LIU HONGJUN LIU SHAN-JIAO LIU YING LIVIN'OY LIVING STRINGS LIZZA LAMB LIZZY BORDEN LLAMADORES DE CARTAGENA LLOYD 8 DEVON LO-KEY LOBO IV LOCAL H LODE LOGGINS AND MESSINA" LOIS LAFOND LOKUA KANZA LOLA BELTRAN LOLA FLORES LOLEATTA HOLLOWAY LOLLY LONDON DIGITAL ORCHESTRA LONDON POPS ORCHESTRA LONDON PROMENADE ORCHESTRA LONDON PROMS ORCHESTRA LONE RANGER LONESOME SUNDOWN

http://63.236.111.137/jsp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page 94 of 179

LONG BEACH DUB ALLSTARS LONNIE GORDON LOOP DA LOOP LOOP GURU LOOSE ENDS LOOSE TIES LORD FINESSE LORD KITCHENER LORD TARIQ AND PETER GUN2 LOREDANA BERTE LORE LLEI LORENZO RICCARDI LOREN20 ZECCHINO LORI CARLSON LOS 8 DE COLOMBIA LOS ABUELITOS LOS ABUELOS DE LA NADA LOS ACOSTA LOS AGUILARES LOS ALEGRES DE TERAN LOS AMANTES DE LOLA LOS ANGELES AZULES LOS ANGELES GUITAR QUARTET LOS ANGELES VOICES OF WATTS LOS ASKIS LOS AUTENTICOS LOS AUTENTICOS DECADENTES LOS AUTENTICOS DEL SON LOS BARON DE APODACA LOS BESTIALES LOS BLACK STARS LOS BLANCO LOS BOHEMIOS DE LA GUITARRA LOS BRAVOS DEL NORTE DE RAMON AYALA LOS BRONCOS DE REYNOSA LOS BYBYS LOS CABALLEROS DE LA QUEMA LOS CADETES DE LINARES LOS CALZONES LOS CANDELOSOS LOS CANELOS DE DURANGO LOS CARDENALES DE NUEVO LEON LOS CARLOS LOS CHACHOS LOS CHALCHALEROS LOS CHAVALOZZ LOS CHICHES VALLENATOS LOS CHURUMBELES DE ESPANA LOS CLAVES LOS CONDORS

http://63.236.111.137/jsp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page 95 of 179

LOS CONQUISTADORES VALLENATO LOS CORRALEROS DE MAJAHUAL LOS CORSARIOS LOS DANDYS LOS DANNYS LOS DE ABAJO LOS DE ADENTRO LOS DEL BARRIO LOS DEL CANEY LOS DINAMICOS DEL NORTE LOS DINAMITEROS DE COLOMBIA LOS DIPLOMATICOS LOS DONANA LOS DONNENOS LOS DORADOS DE VILLA LOS DOS REALES LOS DUENDES DE CONTROL LOS EMBAJADORES CRIOLLOS LOS EMBAJADORES VALLENATOS LOS ESQUIZITOS LOS ESTRAMBOTICOS LOS EXITOS LOS FABULOSOS CUATRO LOS FANTASMAS DEL CARIBE LOS FANTASTICOS LOS FELINOS LOS FILIS LOS FLAMERS LOS FUGITIVOS LOS FULANOS LOS GALLOS DE ORO DE TONO ALBARRAN LOS GALOS LOS GAMMA LOS GARCIA BROTHERS LOS GATOS BRAVOS LOS GIGANTES DEL VALLENATO LOS GOLDEN BOYS LOS GRADUADOS LOS GUARACHEROS DE ORIENTE LOS GUARDIANES DEL AMOR LOS HERMANOS FLORES LOS HERMANOS MARTINEZ GIL LOS HERMANOS MORENO LOS HERMANOS TUIRAN LOS HIJOS DE LOS CELEBRES LOS HIJOS DE PAPA LOS HIJOS DE PUERTO RICO LOS HIJOS DE SANCHEZ LOS HISPANOS LOS HOMBRES CALIENTES*

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 96 of 179

LOS HOMEBOYS LOS HUMANOS LOS HUMILDES LOS INCOMPARABLES DE TIJUANA LOS INDIGENAS LOS INMORTALES LOS INTOCABLES DEL NORTE LOS INVASORES DE NUEVO LEON LOS IRACUNDOS LOS JAIBOS LOS JILGUEROS DEL ARROYO LOS KREADOS DEL NORTE LOS LACHOS LOS LIRA LOS MELODICOS LOS MISMOS LOS MOCOSOS LOS MONTEJO LOS MUECAS LOS NECIOS LOS NEMUS LOS NICHES LOS NUEVOS CADETES LOS NUEVOS COYONQUIS LOS ORIGINALES DE SAN JUAN LOS PACHARACOS LOS PADREZ LOS PASTELES VERDES LOS PEDERNALES LOS PEKADOREZ LOS PERICOS LOS PIOJOS LOS RABANES ALL STAR LOS RAMBLERS LOS RANCHERITOS DEL TOPO CHICO LOS RANCHEROS LOS REHENES LOS ROCIEROS LOS RODARTE LOS RONALDOS LOS SABROSOS DEL MERENGUE LOS SILVER STARS

LOS STRAITJACKETS LOS SUPER SEVEN'OS TANOS LOS TARIACURI LOS TECOLINES LOS TEMERARIOS LOS TEMIBLES LOS TIGRILLOS

http://63.236.111.137/j sp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 97 of 179

LOS TIRANOS DEL NORTE LOS TITANES LOS TOROS BAND LOS TRADICIONALES DE CARLOS PUEBLA LOS TRAVIEZOS DEL NORTE LOS TRES ASES LOS TRES CABALLEROS LOS TRES DIAMANTES LOS TRES REYES LOS TRIO LOS TROQUEROS LOS TROVEROS CUYANOS LOS TUPAMAROS LOS UMBRELLOS LOS VALLENATO TRIO LOS VALLENATOS LOS VALLENATOS DE LA CUMBIA LOS VESTIALES LOS VIDAL LOS WARAHUACO LOS YONICS LOS ZAFIROS LOS ZOPILOTES LOS ZULTANES DEL NORTE LOST LOST BOYZ* LOTTE LENYA LOU BEGA LOU STEIN 8 ELISE LOUD LUCY LOUDNESS LOUIE LOUIE LOUIE SHELTON LOUIS CHEDID LOUISE ATTAQUE LOUISE ENNIS LOUISE TROY LOUISIANA REPERTORY JAZZ ENSEMBLE LOUNGE ART ENSEMBLE LOURDES ROBLES LOVE AND KISSES LOVE AND ROCKETS LOVE RIOT LOVE SHOP LOVE STORY LOVE TRIBE LOVEJONES LOVERBOY LOVIN'POONFUL* LOW

http://63.236.111.137/jsp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page 98 of 179

LOW POP SUICIDE LOWELL FULSON LOY EHRLICH LOYAL GARNER LOYAL KIND OF XMAS LSE LSG* LTJ XPERIENCE LU PEI-YUAN LUANA LUC STEENO LUCE DUFAULT LUCERO LUCHA REYES LUCHA VILLA LUCIA MENDEZ LUCIANO TAJOLI LUCIANO VIRGILI LUCIE BLUE TREMBLAY LUCILECTRIC LUCILLE LUCILLE HEGAMIN LUCIO PACHECO LUCKY PETERSON LUCKY THOMPSON LUCYBELL LUDO MARIMAN LUDWIG GUTTLER LUDWIG HIRSH LUGHEAD LUI COLLINS LUI PUI-YUEN LUIGI TENCO LUIS ABANTO MORALES LUIS ALBERTO LUIS ANGEL LUIS BONILLA LATIN JAZZ ALL STARS LUIS DAMON LUIS DANIEL LUIS FELIPE GONZALEZ LUIS FONSI LUIS OGANDO LUIS PEREZ MEZA LUIS PERICO ORTIZ LUIS RUSSELL LUIS SALINAS LUISA LUISITO CARRION LUIZ AVELAR LUIZ BONFA

http://63.236.111.137/j sp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page 99 of 179

LUIZ CALDAS LUIZ ROJAS LUKE WALTER JR LULU SANTOS LUNATIC CALM LUNGBRUSH LUO DAOZHONG LUPITA D'ALESSIO LUSTRAL LUSTRE KING LUTFE BOSHNAQ LUTHER TUCKER LUXX LYLE COGEN LYNCH MOB* LYNN KELLOGG LYNN PARKER LYNWOOD SLIM LYNYRD SKYNYRD* LYRIC LYSETTE MCREN MOP M'DU M. BALAMURALIKRISHNA M. HATZIDAKIS M.HRONOPOULOU M. KARAGIANNI M. NARDI M. NAZIONALE M. PARIS M. THEODORAKIS M. TOPALIS M. VAMBAKARIS M.I.N.T. SQUAD M.J.G. M.L. VASANTHAKUMARI M.O.D. M.O.P. M.S. SUBBULAKSHMI M.V.A.B. M2M M:G MABEL MERCER MAC AND KATIE KISSOON MAC MALL MAC'S SMOKIN SECTION MACAMBILA MACEO 8 THE MACKS MACHINE HEAD

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 100 of 179

MACHITO PONCE MACHITO Y SU ORQUESTA MACK 10 MACKA B. MACKADELICS MACONDO Y SU GRUPO CACHON MAD COBRA MAD DOLL MAD LADS MAD SKILLZ MADBALL MADE MEN MADER MADNESS MADOLINE-ORCHESTRA MAE MOORE MAELO RUIZ MAESTRO MAFFAY MAGAZINE 60 MAGGIE CAMILO MAGGIE CARLES MAGIA MAGIC DE SPELL MAGNAPOP MAGNET MAGNETO MAGNIFICENT BASTARDS MAGNOLIA QUARTET MAGPIE MAHALIA JACKSON MAHARAJAPURAM SANTHANAM MAHLATHI Nl MAHMET TOLOMUSH MAHOTELLA QUEENS MAI JA MAISON LAFFITTE MAJESTIC 12 MAJIDA ELROUMI MAJOR HARRIS MAKAPUU SAND BAND MAKHWERU MAKOTO OZONE MALARIA MALAVOI MALDITA VECINDAD MALEVOLENT CREATION MALICORNE MALIK PENDLETON MALKIT SINGH

http://63.236.111.137/jsp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page 101 of 179

MALLIKAR JUN MANS UR MALOMBO MALOPOETS MALURT MAMA GOOSE MAMA VACA MAMA YANCEY MAMA'S JASJE MAMBO ALL STARS MAMBO DEL SOL MAN RAY MAN WITH NO NAME MANAU MANDINKA MUSICIANS MANDOLINE ORCHESTRA MANDOLINO NAPOLETANO MANDRILL

MANGO 1 MANGU MANGUEIRA MANHATTAN TRANSFER MANKIND LIBERATION FRONT MANMADEMAN MANNHEIM STEAMROLLER MANNISH MANNY PACHECO MANO NEGRA MANOLIN EL MEDICO DE LA SALSA MANOLO "EL MALAGENO" MANOLO CARACOL MANOLO LEZCANO MANOLO MUNOZ MANTO MANU CHAO MANUELASCANIO MANUEL BARRUECO MANUEL EL AGUJETA MANUELIMAN MANUELPOVENTUD MANUEL VALLEJO MANUEL WIRZT MANUELA 8 JEANETTE ROECK MANUELA WEIDEN MAQUA Y SU COMBO MAR.AMERICA MAR.DE ROMAN PALOMAR MAR.LOS CAMPEROS DE NATI CANO MAR.MARIMBA MAR.MONUMENTAL MAR.REYES DEL ASERRADERO

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 102 of 179

MAR.ZAPOPAN DE ABEL MORENO MARACA Y OTRO VISION MARANATHA PROMISE BAND MARATHONS MARC CARY MARC COOPER 8 FRIENDS MARC COPLAND MARC MORGAN MARCEL DE GROOT MARCELA GALVAN MARCELA MORELO MARCELLA BELLA MARCELO CEZAN MARCELO KAYATH MARCELO TORRES MARCIA BOYNTON MARCIA FREIRE MARCIA LEWIS MARCIA MIGE'T MARCIA,ROBSON MARGIE BLAINE MARGIE BLANE MARCIO MELLO MARCO ADAMI MARCO ANTONIO MUNIZ MARCO ANTONIO SOLIS MARCO ANTONIO VAZQUEZ MARCO TAMBURINI MARCOS ARIEL MARCOS VALLE MARCUS HUMMON MARCUS ROBERTS MARCUS SHELBY MARCY PLAYGROUND MARDEN HILL MARGALIT TSANANY MARGARETH MENEZES MARGARITA MARGERY COHEN MARGI COLEMAN MARGIE ADAM MARGIT ANDERSON 8 ROLAND STEINEL MARGO REYMUNDO MARGRIET HERMANS MARIA ALICE MARIA AMADA MARIA BETHANIA MARIA CARTA MARIA CONCHITA ALONSO MARIA CREUZA

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 103 of 179

MARIA DE LOURDES MARIA ELENA MARIA FATAL MARIA LOURDES MARIA MONTELL MARIA RIVAS MARIA SOULTATOU MARIA UND MARGOT HELLWIG MARIA UND WOLFGANG MARIACHI MARIACHI AGUILA REAL MARIACHI AZTECA MARIACHI INTERNACIONAL MARIACHI MEXICO MARIACHI NACIONAL DE GUADALAJARA MARIACHI NUEVO TECALITLAN MARIACHI ORO JUVENIL MARIACHI REYNA DE LOS ANGELES MARIACHI SANTA CECILIA MARIACHI SILVESTRE VARGAS MARIACHI TEPALCATEPEC DE MICHOACAN MARIAN MCPARTLAND MARIANA MARIANNE 8 MICHAEL MARIANNE MCANDREW MARIANNE ROSENBERG MARIANNE THORSEN MARIE CAR MEN MARIE CLAIRE D'UBALDO MARIE FRANCES MARIE JOSEE VILAR MARIE LAFORET MARIE-JOSE ALIE MARIELLA NAVA MARILYN MONROE MARIMBA ORQUESTA GALLITO MARIMBA ORQUESTA LIRA DE PLATA MARINKA & RUDI MARINO MARINI MARIO ABBATE MARIO CASTELNUOVO MARIO D'ESPOSITO ENSEMBLE MARIO DEL MONACO MARIO MEROLA MARION HUTTON MARION LUSH MARION MEADOWS MARISA FIORDALISO MARISA MONTE MARISELA

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 104 of 179

MARK CONDON MARK DARNELL MARK DAVID MANDERS MARK DAWSON MARK DINNING MARK EGAN MARK GASBARRO MARK GRAY MARK HANDLER MARK HARDWICK MARK HASSELBACH MARK HODGSON BAND MARK HUMMEL MARK INSLEY MARK JANSON 8 THE BRASS EXPRESS MARK LAMBIN MARK MAXWELL MARK MAY AND THE AGITATORS MARK PINKUS MARK SLONIKER MARK SNOW MARK TORGESON MARK VINCI MARK WALSH MARKET MARLEON MARLEY GIRLS MARQUIS DE SADE MARSHA MOREAU MARSHALL VENTE 8 TROPICALE MARTHA AND THE MUFFINS MARTHA SANCHEZ MARTIKA MARTIN & JESSICA R. SIMPSON MARTIN DENNY MARTIN K. OBENG MARTIN KESSELER MARTIN KOLBE MARTIN URIETA MARTIN VATTER MARTIN'S DAM MARTINHO DA VILA MARTINS MARTY DREAD MARTY HAGGARD MARUSHA MARV HERZOG MARVJOHNSON MARVA MARVELOWS

http://63.236.111.137/esp/unpaidArtistList.isp 9/21/2006 SoundExchange Unpaid Artist List Page 105 of 179

MARVIN MATTHEWS MARVIN RAINWATER MARVIN SAPP MARY DOLAN MARY HEGARTY MARY JANE LAMOND MARY LOU LORD MARY MACGREGOR MARY MCCARTY MARY O'DOWD MARY O'ARA MARY-KATE 8 ASHLEY OLSEN MARYAM MURSAL MARYLAND JAZZ BAND OF COLOGNE MARYLEE MASAMI NAKAGAWA MASCARA SALSERA MASE MASHINA MASIZZO MASON RUFFNER MASSIMO FARAO MASTER MUSICIANS FROM TANZANIA MASTER S. SHASHANK MASTRUZ COM LEITE MATERIAL ISSUE MATILDE SANCHEZ MATO GROSSO MATRIC ULA 2 MATS HIKOS MATS UMOTO MASAJI MATT BALITSARIS 8 JEFF BERMAN MATT FLINNER MATT KEATING MATT POWELL MATT VORDERBRUGGEN MATTHAIOS GIANNOULIS MATTHEW LIEN MATTHEW WARD MATTHIAS REIM

MATTI GASP I MAU MAU MAURANE MAURICE SPICCA MAURICE WILLIAMS 8 THE ZODIACS MAURICIO MATTAR MAURO FERRARA MAURO NARDI MAVIS RIVERS MAX CARL & BIG DANCE

http://63.236. 111.137/jsp/unpaidArtistList j sp 9/21/2006 SoundExchange Unpaid Artist List Page 106 of 179

MAX EDWARDS MAXGREGER MAX GRIEBER MAX GROOVE MAX LASSER'S ARK MAX ROMEO MAXAMILLION MAXINE ANDREWS MAXWELL KING AND H IS ORCHESTRA MAY CHIN MAYFIELD FOUR MAZE MAZI COHEN MAZURCHE MBONGENI NGEMA MC 900FT JESUS MC BREED MC EIHT MC POTTS MC REN MC SOLAAR MCCARTERS MCGHEE AND SONNY TERRY BROWNIE MCGRUFF MCKINLEY MCKINLEY MITCHELL MD. 45 MDFMK ME8 MY ME & MY COUSIN MEA CULPA MEANER MEANS TO AN END MEAT PUPPETS MEAT PURVEYORS MECHALIE JAMISON MEDINA GREEN MEDIUM TERZETT MEDWYN GOODALL MEG CHRISTIAN MEG HENTGES MEHDI AREZOU MEHMET ERGIN MEHRDAD MEIKE JANSEN MEIR BANAI MEK-PEK 8 THE ALLRIGHTS MEKABIZ MEL STREET MELACHRINO STRINGS

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 107 of 179

MELANIE MELCOCHITA MELGROOVE MELHEM BARAKAT MELIAH RAGE MELINA LEON MELKY SEDECK MELLISA MELODY SWEETING MELVIN TAYLOR 8 THE SLACK BAND MELVINS MEMBERS OF MAYDAY MEMPHIS MINNIE MEN OF VIZION MEN WITHOUT HATS MENNY BEGGER MENSY MENUDO MERCEDES MERCEDES CASTRO MERCEDES SOSA MERCOSUR MERCURIO MEREMBOOTY GIRLS MERI WILSON MERLIN'S MAGIC MERMEN MERRIL BAINBRIDGE MESHE MESSAGE MESSIAH PRESENTS PROGENITOR MESTIZZO MESTRE MARCAL METAL CHURCH METAL SOUND METHOD 51 METHODS OF MAYHEM METIN OZULKU METRO METRODU8 METROPOLIS CHORUS METROPOLIS ENSEMBLE MEW KIDS ON THE BLOCK MEXICO 70 MEZZ MEZZROW MFILISENI MAGUBANE Ml 7 MI BANDA EL MEXICANO Ml-SEX MIA MARTINI

http://63.236.111.137/isp/unpaidArtistList. j sp 9/21/2006 SoundExchange Unpaid Artist List Page 108 of 179

MIA X MIAMI MASS CHOIR MIAMI SOUND MACHINE MICA PARIS MICHA MARAH MICHAEL BEARDEN MICHAEL C. MICHAEL CADUTO MICHAEL CHAPDELAINE MICHAEL CONVERTINO MICHAEL DEAN GIAMO MICHAEL FALCH MICHAEL HEDGES MICHAEL HOLM MICHAEL JESSE OWENS MICHAEL JOHNATHON MICHAEL KLOSTERMANN MICHAEL LINGTON MICHAEL MINDINGALL'S COMMUNION MICHAEL MOOG MICHAEL O'DEA MICHAEL OLSEN MICHAEL PAULO MICHAEL PLUZNICK MICHAEL RENO HARRELL MICHAEL SPEAKS MICHAEL WHITTAKER MICHAEL WOLFF MICHALIS TERZIS MICHEL CAMILO MICHEL COLOMBIER MICHEL LE MICHEL POLNAREFF MICHEL RIVARD MICHEL'LE MICHELANGELO XII MICHELE ARMENISE MICHELE PILLAR MICHELE ZARRILLO MICHELLE GAYLE MICHELLE ROSEWOMAN MICHIGAN & SMILEY MICHIGAN DUTCHMAN MICHY REINCKE MICKAEL SAKAIAN MICKEY & SYLVIA MICKEY HART MICKEY NEWBURY MICKEY TAVERAS MICRO COMBO DABAJURO

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 109 of 179

MICROWAVE DAVE MIDNIGHT SKYE MIDON MIEL COOLS MIGHTY DUB KATS MIGHTY DUB KATZ MIGHTY JOE PLUM MIGHTY JOE YOUNG MIGHTY SPARROW MIGHTY TRUTH MIGUEL ACEVES MEJIA MIGUEL ANTONIO MIGUEL EL RUBIO MIGUEL LUNA MIGUEL MATEOS MIGUEL RAMIREZ Y SU GRUPO REVELACION MI HALIS PAKINTSIS MIILKBONE MlJIT IBRAHIM MIKE & GINA MIKE FIGGIS MIKE GRIFFIN MIKE IRELAND 8 HOLLER MIKE NESS MIKE PETERS MIKE PLUME BAND MIKE REID MIKE RENO MIKE SIMS MIKE SMIAROWSKI MIKE WOLLENBERG MIKI GAVRIELOV MIKI KONO MIKIS THEODORAKIS MIKOS KOUROUPAKIS MIL-ED DUO MILES PENA MILESTONE MILLA MILLENNIA MILLIE MILLIE SMALL MILLO TORRES Y EL TERCER PLANETA MILLY QUEZADA MILO Z MILTINHO MILTON BANANA TRIO MILTON CESAR MILTON NASCIMENTO MIMI IBARRA

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 110 of 179

MINA MIND OVER FOUR MINDSET MINDWALK MINDY CARSON MINDY K. MINI ALL STARS MINNEAPOLIS MUSIC WORKSHOP FOR KIDS MINNIE RIPERTON MINOSKA MIOSOTIS MIQUEL BROWN MIRACLE MASS CHOIR MIRIAM CRUZ Y LAS CHICAS MIRKELAM MIRTH MIRYAM PUGLIESE MISERY LOVES CO. MISHKA MISMOS MISS B. HAVEN MISS JANE MISS PIGGY MISS TONI FISHER MISSION U.K. MISSISSIPPI MASS CHOIR MISTA MISTER JONES MISTINGUETT MISTLE THRUSH MITCH MILLER MITCH WOODS AND HIS ROCKET 88'S MITROPANOS MJG MK MO THUGS FAMILY MOA MOAB MOBILE BITCH MOCEAN WORKER MOENIA MOHAMMED AL-HILOU MOIEN MOIN MOIST MOKENSTEF MOLEQUE DE RUA MOLLY 8 THE HEYMAKERS MOLLY HATCHET MOLLY MCGUIRE

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 111 of 179

MOLOTOV MOMO "WANDEL" SOUMAH MONACO MONARREZ MONDAY MICHIRU MONDO GROSSO MONDO MOD MONDSCHEIN TRIO MONET MONEY MARK MONGOOSE MONGUITO MONITOR MONKEY MAFIA MONSTER VOODOO MACHINE MONTE MONTGOMERY MONTY HOLMES MONTY MONTGOMERY MONTY NORMAN MONWABISI SABANI MOODSWINGAZ MOON DOG MANE MOONDOG JR MOONJAM MORAES MOREIRA MORCHEEBA MOREIRA DA SILVA MORENTE MORGAN BLANCO Y SU CONJUNTO MORGAN CRYAR MORLEY MORMON TABERNACLE CHOIR MORT SHUMAN MORTEN GUNNAR LARSEN MORTEZA MORTIFICATION MORTON DOWNEY MOS DEF MOSE 'FAN

KAHUMOKUFAN'OSES MOSES TAIWA MOLELEKWA MOSHE COHEN MOSHE LEVI MOTHER NATURE'S CLOUD AND SHOWER SHOW MOTHER SUPERIA MOTOR CITY MASS CHOIR MOTT THE HOOPLE MOULOUDJI MOUMOUSSE MOUNTAIN

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 112 of 179

MOUNTAIN HEART MOUSIKI SINANTISI MOVES IN MOTION MOVING PICTURES MPB 4 MQ3 MR ELECTRIC TRIANGLE MR FINGERS MR GONE MR MISTER MR. DAN MR. FINGERS MR. INTERNATIONAL MR. MIKE MR. MIRAINGA MR. OIZO MR. SCRUFF MR. SERV-ON MU-2IQ MUAZZEZ ABACI MUAZZEZ ERSOY MUEHLENHOF MUSIKANTEN MUENCHNER 7 MUFFS MUGGSY SPANIER MUJER HILANDERA MUKALA MULBERRY LANE MULEHEAD

MULESKINNER'ULGREW MILLER MULLINS-BLACK MUMBO GUMBO MUN GAL MAHTAN MUNDELL LOWE

MURDER 1 MURDERERS MURIEL ANDERSON MURIEL DACQ MURMURS MUSHMOUTH MUSIANI MUSIC EXPLOSION MUSIC SQUARE MUSIC WORKSHOP FOR KIDS MUSICAL PRODUCTIONS ALL-STARS MUSICAL YOUTH MUSIK YE AFRICA MUSIKZUG ALT DUVENSTEDT MUSTAFA SANDAL

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 113 of 179

MUTHA'S DAY OUT MUZEYYEN SENAR MUZIK YE AFRIKA MY DYING BRIDE MY HEAD MY LIFE WITH THE THRILL KILL KULT MYKAL ROSE MYLENE FARMER MYLO FREEMAN MYRIAM HERNANDEZ MYSTERIOUS ART MYSTERY MACHINE MYSTIC REVEALERS MYSTIC SHADE MYSTIQUE D'AFRIQUE MYTOWN MZWAKHE MBULI

N II U N SYNC N-JOI N-TYCE N. ARIGLIANO N. VALAKOS N.H.O.P. N.O.T.S. CLICK N.R.B.Q. e N17 NA KAMA NA OZZETTI NA WAIHO'OLU'U 0 KE ANUENUE NA'HOKUPA NACHO GARCIA NACHO POP NACHO SANABRIA NADANUF NADJA RODRIGUEZ NAHAWA DOUMBIA NAJAT AATABOU NAKASHIMA NAKED MUSIC NYC NAKED TO THE WORLD NALIN & KANE NAN-KOUAN ORCHESTRA NANA CAYMMI NANA TUNG NANA VASC ONCE LOS NANCEE KAHLER NANCY ANKA NANCY TUCKER NANDO LAURIA

http://63.236.111.137/jsp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page 114 of 179

NANDO PRATO NANJI VILLAGE MUSIC SOCIETY NANNA NANNETTE NAPOLI MANDOLINS NAPPY BROWN NARA LEAO NARADA NUTCRACKER NARCISO PARIGI NARDO RANKS NASHVILLE MANDOLIN ENSEMBLE NASHVILLE STRINGS NASIDE GOKTURK NASIO NASIO FONTAINE NASTYBOY KLICK NAT STUCKEY NATALIA OREIRO NATE FITZGERALD NATI LEVI NATION OF FEAR NATION OF PRAISE NATIONAL CHRISTIAN CHOIR NATIONAL MUSIC BAND OF BEIJING NATIONAL MUSIC BAND OF CENTRAL CONSER NATIONALGALERIE NATIONWIDE RIP RIDAZ II NATIVE BUDZ NATIVE COLOURS NATURAL BORN GROOVES NATURAL ELEMENTS NATURAL SELECTION NAUPAKA NAWAIHO'OLU'UOKEANUENUE NAWANG KHECHOG NAZARE PEREIRA NAZEM ELGHAZALI NAZIRE YAGIZ NEAL HEFTI NEAPOLITAN MANDOLINS NEBULA NED MILLER NED SPURLOCK NEGRIL NEGUINHO DA BEIJA-FLOR NEIL MOONEY NEKO CASE 8 HER BOYFRIENDS NELSON ENRRIQUEZ NELSON HENRIQUEZ Y SU COMBO NELSON RANGELL

httD://63.236.111.137/jsp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page 115 of 179

NENEU LIBERALQUINO NEON NEOTROPIC NERF HERDER NERVOUS NORVUS NETANEL NETTAI TROPICAL JAZZ BIG BAND NEVE NEVESER GERGINOK NEVSER GERGINOK NEW AMERICAN SHAME NEW BIRTH CHOIR NEW EDITION* NEW GRANGE NEW GRASS REVIVAL NEW HAWAIIAN BAND* NEW IDENTITY NEW IDOL SON NEW LIFE COMMUNITY CHOIR NEW MIXED EMOTIONS NEW ORLEANS CLASSIC JAZZ ORCHESTRA NEW SEEKERS NEW TESTAMENT NEW VARIETY BAND NEW YORK CITY NEW YORK RESTORATION CHOIR NEWBEATS NEWTON NEXO NEY MATOGROSSO NG LA BANDA NGANE KAMBA NICCOLO FABI NICE AND SMOOTH NICHOLAS NICK GILDER NICK HEYWARD NICKLABUSCHAGNE NICK MUNDY NICKELBAG NICKI NICKI FRENCH NICKLEBAG NICKY HOLLAND NICO LANDERS NICODEMUS NICOLA HALL NICOLAS PEYRAC NICOLASS FELIZOLA NIE NEUTE

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 116 of 179

NIELS VAN GOGH NIGEL HOLTON NIGHT RANGER" NIGHT SPIRIT MASTERS NIGHTINGALE NIGHTRAINS NIHIL NIKHIL BANERJEE NIKKI LEONTI NIKOLAJ NIKOLAOU NIKOS BE NTOURATOS NIKOS DOULAMIS NIKOS KARVELAS NIKOS NOMIKOS NIKOS PIPINELIS NIL LARA NILDA FERNANDEZ NINA 8 BILL NINA MORATO NINA PASTORI NINJAMAN NINO BUONOCORE NINO D'ANGELO NINO DE RICARDO NINO DELLI NINO FERRER NINO FIORE NINO MIGUEL NINO SEGARRA NINOSKA NIPPER NIRAJ CHAG NIRAN UNSAL NISIM GARAME NITE-LITERS NITTY GRITTY NNEKA NO EM PINGO D'AGUA NO I.D. NO MAN NOA NOAR SHULAYIM NOBUKAZU TAKEMURA NOCERA NOHE NOHELANI CYPRIANO NOIR DESIR NOISE KHANYILE NOK

httn://63.236.111.137/i sn/unvaidArtistList. i so 9/21/2006 SoundExchange Unpaid Artist List Page 117 of 179

NOLAN HA'0 NONATO DO CAVAQUINHO NONCHALANT NOOKIE NOORDKAAP NOR CAL MASS NORA NORDWESTDEUTSCHES SALO N ENSEMBLE NOREAGA NORFOLK JUBILEE QUARTET NORM GELLER NORMAL NORMALS NORMAN CANDLER NORMAN HUTCHINS NORMAN PERCIVAL NORMAN WISDOM NORO MORALES NORRIE PARAMOR NORTH AND SOUTH NORTHERN LIGHTS NORTHERN UPROAR NOTIS SFAKIANAKIS NOVA BOSSA NOVA NOVA MENCO NOVACAINE NOW 8 THEN NRBQ NTEMIE'S ALEXANDRA ALL STAR BAND NTINO VRETTOS NTSHENGE AND THE JAH LIVE NU ATLANTIC NU FLAVOR NU SHOOZ NU-I3IRTH NUCLEAR VALDEZ NUEVA COSECHA NUEVA GENERACION NUFLAVOR NURAY HAFIFTAS NURIT GALRON NURUDAJINA PHILI ABENA NUSH NUSRAT FATEH ALI KHAN NUTMEGS NUYORICAN SOUL NWA NY HARD BOP QUINTET NYLON KINCAID 0 LANDA DRAPER AND THE ASSOCIATES

http://63.236.111.137/j sp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page 118 of 179

O'BRYAN O'DA MEESTA O'KAYSIONS O'YABA O.C. O.C. SMITH O.F.T.B. O.G.C. OAKLAND STROKE OAKTOWN IRAWO OBIE BERMUDEZ OBITUARY OBOHIO OCEAN OCTAVIO ENRIQUE ODOARDO SPADARO OFER LEVI OFRA HAZA OHIO PLAYERS OHM OHM GURU OINGO BOINGO OKUM BA 200 OL'IRTY BASTARD OL'KOOL OLD 8 IN THE WAY* OLD BLIND DOGS OLD GEESERS OLD GUARD OF PORTELA OLD PIKE OLD TESTAMENT OLDRICH HORAK ORCHESTRA OLE MISS BLUES OLGA GUILLOT OLGA JAMES OLGA SAN JUAN OLIVER OLIVER MUTUKUDZI OLIVER NELSON OLLIE & JERRY OLODUM OLO MANA OLU OMAR ALFANO OMAR EL SHARIYI OMC OMMAR OMMAR HERNANDEZ ON YOUR TOES ORCHESTRA ONCE BLUE

http://63.236.111.137/j sp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page 119 of 179

ONDA VASE LINA ONDAR ONE DREAD ONE KING DOWN ONE MINUTE SILENCE ONE WAY ONE WORLD ONLY CHILD ONYX OPA OPA OPA OPAZ OPHELIE WINTER OPPRESSOR ORANGE GOBLIN ORBINA ORCHESTER DAVE DAFFODILS HIS HONEYSAX ORCHESTRA BAOBAB ORCHESTRA CANTA ITALIA ORCHESTRA SPETTACOLO ORCHESTRE JAZIRA OREGON ORFEAS PERIDIS ORGANIZED KONFUSION ORGY ORHAN GENCEBAY ORIETTA BERTI ORIG. ALPENLAND QUINTETT ORIGINAL DIXIELAND JAZZ BAND ORIGINAL ERZGEBBIRGS DUO ORIGINAL MAMBO KINGS ORIGINAL NAABTAL DUO ORIGINAL NEW ORLEANS RHYTHM KINGS ORIGINAL TUXEDO JASS BAND ORION ORISON ORKESTRA ORLANDO CONTRERAS ORLANDO MORAIS ORLANDO VALLEJO ORNETTE COLEMAN ORO DURO ORON MAZAR ORQ LASABROSURA ORQ. MAKORE ORQ.GUANABAMBU ORQ.SALSA ALL STARS ORQ.SANDUNGA ORQ.TROPICAL ORQUESTA AMERICA

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 120 of 179

ORQUESTA ARAGON ORQUESTA BATACHANGA ORQUESTA CANELA ORQUESTA DE EDMUNDO ARIAS ORQUESTA DE LA LUZ ORQUESTA DOMINO ORQUESTA EXPERIMENTAL ORQUESTA G UAYACAN ORQUESTA HERMANOS FLORES ORQUESTA JIBOA ORQUESTA KALAMARY ORQUESTA LA ROMANTICA ORQUESTA LOS CARI BES ORQUESTA LOS TUPAMAROS ORQUESTA MANTECANA ORQUESTA MULENZE ORQUESTA NUNEZ ORQUESTA PALENQUE ORQUESTA REVE ORQUESTA RIVERSIDE ORQUESTA SALSERIN ORQUESTA SAN VICENTE ORQUESTA SINFONICA NACIONAL ORQUESTA YAREY CON CHAMY SOLANO OS CARIOCAS OS CHOROES OS IPANEMAS OS MORENOS OS ORIGINAIS DO SAMBA OSAMU OSAMU KITAJIMA OSCAR G. Y SU GRUPO SOL OSCAR PETTIFORD ORCHESTRA OSCAR RIZO Y CONJUNTO BARROCO OSCAR SANCHEZ GONZALEZ OSMONDS OSTERDOLENES OSVALDO OSVALDO AYALA OTHELLO MOLINEAUX OTHER ONES OTIS & SHUGG OTIS GRAND OTIS SPANN OTTO EBNER MIT SEINER BLASKAPELLE OUR BOYS STEEL ORCHESTRA OUT OF THE GREY OUT TO LUNCH OUTFIELD OUTHOUSE

htto://63.236.111.137/iso/unoaidArtistList.isp 9/21/2006 SoundExchange Unpaid Artist List Page 121 of 179

OUTLANDOS D'AMERICAS OUTRAGE OVERDOSE OVERKILL OXO OXYGENO OYSTEIN SEVAG OZARK MOUNTAIN DAREDEVILS OZZIE AHLERS OZZIE KOTANI O'RIEN ESELU PA P J OLSSON P. PANOU P.I.L. P.S. 12 PABLO ATUESTA Y SUS CONCERTISTAS PABLO DAGNINO PABLO GARGANO PABLO HERRERA PABLO MONTERO PABLO MOSES PABLO RUIZ PACEWON PACHO ALONSO PACHUCO PACIFIC BLU PACIFIC GAS AND ELECTRIC PACINI 8 PACINI PAGO BARRON Y SUS NORTENOS CLAN PAGO BELLO PAGO MICHEL PAGO PENA PAGO TORONJO PADDY NOONAN PAGAN SAINTS PAGE SISTERS PAIDEJA PALOMINO DUCK PAMELA HALL PAMELA ISSACS PAMELA MORGAN PANAMA REED PANCHITO RISET PANCHO BARRAZA PANCHO GOMEZ Y SUS ACORDEO NES DEL CAR PANDANUS CLUB PANDIGENOUS PANDIT BHIMSEN JOSHI PANDIT JASRAJ

http://63.236. 111. 137/j sp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page 122 of 179

PANDORA'S BOX* PANG EA PANTAZIS PAOLA TURCI PAOLO MENEGUZZI PAPA DON'S NEW ORLEANS JAZZ BAND PAPER LACE PAPERBOYS PAPO VAZQUEZ PAPOTE & FRESH PARACHUTE EXPRESS PARADE PARADISE LOST PARAMOUNT JAZZ BAND OF BOSTON PARENTAL ADVISORY PARIS BASTILLE WIND OCTET PARMLEY 8 MCCOURTY PARRANDA PARRIS MITCHELL STRINGS PARTNERS IN KRYME PASCHALIS PASEO PASHALIS PASHALS PASION JUVENIL PASKALIS TERZIS PASSION PASSPORT PASTELS PASTILLA PASTOR LOPEZ Y SU COMBO PASTOR RON WILLIAMS PAT BAER PAT DALY PAT KIRTLEY PAT MACDONALD PAT MARTINO PAT ROONEY, SR. PAT ROPER PAT SUZUKI PAT VALENTINO PAT ZOROMSKI PATATO,CHANGUITO Y ORESTES PATO BANTON PATRA PATRICIA MANTEROLA PATRICIA NAVIDAD PATRICIA TEHERAN Y SUS DIOSAS PATRICK BOURGEOIS PATRICK JUVET

http://63.236.111.137/jsp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page 123 of 179

PATRICK LANDEZA PATRICK LINDNER PATRICK NIEMISTO PATRICK O'HEARN PATRICK SWAYZE PATRIZI US PATSY TORRES PATTI DREW PATTI LUPONE PATY LOZANO PAUL AND PAULA PAUL BAGHDADLIAN PAUL BURGH PAUL BUTTERFIELD PAUL CEBAR PAUL DELAY BAND PAUL FRIED PAUL GILREATH PAUL GLASSE PAUL GREAVER PAUL HOWARDS PAUL JACKSON, JR. PAUL JOE FISH PAUL KOLBE PAUL MICHAEL MEREDITH PAUL MICHIELS PAUL NICHOLAS PAUL PERSONNE PAUL PICHE PAUL PLUNKETT 8 RUDOLF LUTZ PAUL VAN DYKE PAUL VENTIMIGLIA PAUL WESTON AND HIS ORCHESTRA PAUL WHISTLER PAULA ROBISON PAULINA ALVAREZ PAULINE ESTER PAULINE WILSON PAULINHO DA VIOLA PAULINHO GANAE PAULINHO GARCIA PAULITO Y SU ELITE PAULO CONTE PAUTAZUL PAW PAXTON PE DE SERRA FORRO BAND, BRAZIL PE WERNER PEACE OF MIND PEACE PROCESS

http://63.236.111.137/isp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 124 of 179

PEACH UNION PEARL BRICK PEARL DJANGO PEDRITO FERNANDEZ PEDRO AZNAR PEDRO CONGA Y SU ORQUESTA INTERNACIONAL PEDRO GUZMAN PEDRO INFANTE PEDRO LUIS E A PAREDE PEDRO PENA PEDRO SUAREZ-VERTIZ PEDRO VARGAS PEE SHY PEE WEE CRAYTON PEE WEE KING PEGGOSUS PEGGY SCOTT-ADAMS PEGGY WOOD PEKELO PELLIN RODRIGUEZ PENNY SILVA PEPE AGUILAR PEPE JARA PEPE MARCHENA PEPE PINTO PEPE ROMERO PEPE Y JR PEPE Y SU ORQUESTA PEPPERMINT RAINBOW PERDRO AZNAR PERFECT GENTLEMAN PERLA COLOMBIANA PERPETUAL MOTION PERRY BOTKIN JR. PERRY ROSE PERRY STROTHER PERSUADERS PERSUASIONS PESADO PETE BARDENS PETE BELASCO PETE HELLER PETE PETERSEN PETE ROCK PETE ROCK & C.L. SMOOTH PETE RODRIGUEZ PETE SHELLY PETER 8 PAUL AND THE WENDINGER BAND

PETER AND GORDON'ETER APPLEYARD

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 125 of 179

PETER BELLI PETER BROWN PETER FINGER PETER GORDON PETER HERBOLZHEIMER PETER KNIGHT PETER MAFFAY PETER MAUNU PETER MCCANN PETER MOON PETER PAUL AND MARY PETER PETREL PETER PHIPPEN PETER RICHTER PETER SCHILLING PETER VAN LAET PETO PETRA ZIEGER PETULA CLARK PEYOTE ASESINO PFR PHAREZ WHITTED PHAROAHE MONCH PHAT 'N'HUNKY PHIL 8 BRENDA NICHOLAS PHIL BARNEY PHIL CODY PHIL GOODBODY PHIL KLEIN PHIL PHILLIPS PHIL SEYMOUR PHIL UPCHURCH PHILADELPHIA JERRY RICKS PHILE PHILIPP STERN PHILIPPE LAFONTAINE PHILIPPE LAVIL PHILIPPE ROBRECHT PHILIPPOS NICOLAOU PHILLIP 8 PAM BOULDING PHILLIP WALKER PHILLIPE SAISSE PHOTEK PHOTOGLO PHUNK JUNKEEZ PHUNKY DATA PHUNKY PHANTOM PIAMICA PIANOFORTE PIANOMAN

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 126 of 179

PIAZZICATO FIVE PICKWICK ORCHESTRA PIECES OF A DREAM PIERCE PETTIS PIERRE BELMONDE PIERRE BENSUSAN PIERRE RAPSAT PIGEONHED* PILGRIMAGE PILLS PINE VALLEY COSMONAUTS PINEY CREEK WEASELS PINI HADAD PINO BARRA PIO TREVINO PIPO GERTRUDE PIRON'S NEW ORLEANS ORCHESTRA PISSING RAZORS PIST*ON

PISTEL'ITSA PAPADONOULOU PITZALER NACHTIGALLN PIX LAX PIZ LAZ PIZZAMAN PIZZICATO FIVE PLAINSONG PLANET PATROL PLANET SOUL PLASMIC HONEY PLASTISCENE PLAYA PLAZER PLEXI PLUG PMD POCKET CHANGE POI DOG PONDERING POKER POLECATS POLI COUSEE POLI CARPO CALLE POLI GAMIA POLINA POLIZEI-CHOR HAMBURG PONCHO KINGZ POND PONI-TAILS POOLE POONANNY

htto://63.236.111.137/iso/unoaidArtistList.iso 9/21/2006 SoundExchange Unpaid Artist List Page 127 of 179

POOR RIGHTEOUS TEACHERS POPOL VUH POPS MOHAMED POPSHELL PORCUPINE PORGOS LINARDAKIS PORTELA PORTIA NELSON PORTO LATINO POSSUM DIXON POUL KREBS POUNDHOUND POW WOW POWERFACE POWERMAN 5000 PRAIRIE OYSTER PRAS PREACHER BOY 8 NATURAL BLUES PRESSHA PRESTON EPPS PRETO NO BRANCO PRETTY POISON PRIDE AND GLORY PRIMAL FEAR PRIMEAUX AND MIKE PRIMER 55 PRIMERA CLASE PRIMI CRUZ PRIMITIVE RADIO GODS PRIMORDIAL SOURCE

PRINCE FAR I PRINCE MALACHI PRISCILA Y SUS BALAS DE PLATA PRISCILLA GILLETTE PRISCILLA HERDMAN PRISILA CHEN PRISM PRO MUSICA NIPONIA PRO-PAIN PROCLAIMERS PROCOL HARUM PROFESSOR HAROLD BOGGS PROFESSOR LI XIANG-TING PROFESSOR SCHMIDDY PROFYLE PROJECT PAT PROMISE KEEPERS PROPHETS OF SOUND PROTEIN PROTEUS 7

http://63.236. 111. 137/i sp/unpaidArtistList. i sp 9/21/2006 SoundExchange Unpaid Artist List Page 128 of 179

PROTOPSALTI PROYECTO UNO PROZZAK PSEUDO ECHO PSYCHEDELIA PSYCHO PSYCHO REALM PSYCHOTICA PUBLIC ANNOUNCEMENT PUBLIC ENEMY PUBLIC IMAGE LTD. PUCHO AND HIS LATIN SOUL BROTHERS PUDGEE PUENTE DEL DIABLO PUERTO RICAN POWER PUERTO RICO ALL STARS PUGLAR PUHDYS PULKAS PUMPKIN CLUB PUNALU'U BLEND PUNCH MILLER PUNK BARBARIANS PUPY SANTIAGO PUR PURE SOUL PURE SUGAR PURE WILDERNESS PURPLE PENGUIN PURPLE SCHULZ UND DIE NEVE HEIMAT PURSUIT OF HAPPINESS PUSHMIPULLYU PUYA PUZZLE GUT PUZZLE PLACE KIDS PYT Q KUMBA ZOO Q-FEEL QATTARA QIA HEMING QK QKUMBA ZOO QUANTZ QUARTERFLASH* QUARTETO EM CY QUARTETO NEGRO QUARTETTE QUEEN IDA QUEEN PEN QUETA JIMENEZ

htto://63.236.111.137/iso/unvaidArtistList.iso 9/21/2006 SoundExchange Unpaid Artist List Page 129 of 179

QUICKSAND QUIET BOYS QUIET RIOT QUINDON QUINTAINE AMERICANA QUITO RYMER QUO R. ANTHONY R. DEAN TAYLOR R. KOUMIOTI R. VLAHOPOULOU R.B. GREAVES R.P.M. RA RACHEL PORTMAN RACHEL SAGE RAG HID RACY BROTHERS RADHIKA MILLER RADIO FLYER RADIO IODINE RADIO NEW ZEALAND ORCHESTRA RADISH RAE KWON RAEKWON THE HARLEM HOODZ INSPEKTAH DECK METHOD MAN RAFA MARTIN RAFAEL ARMANDO RAFAEL DE JESUS RAFET EL ROMAN RAFFAELLA CARRA RAFFAELLA CAVALLI RAGAZZI RAGGASONIC RAGING SLAB RAHSAAN PATTERSON RAILROAD JERK RAILWAY CHILDREN RAIMUNDO FAGNER RAINAHRD FENDRICH RAINDROPS RAINER BLOSS RAISON RAKIM RAL DONNER RALF BACH RALF ILLENBERGER RALPH FLANAGAN RALPH MARTERIE RALPH PETERSON QUINTET RALPH THAMAR

http://63.236.111. 137/j sp/unpaidArtistList. j sp 9/21/2006 SoundExchange Unpaid Artist List Page 130 of 179

RALPH TOWNER RALPH TRESVANT RALPHY VEGA RAM JAM RAM NARAYAN RAMI KLE IN STEIN RAMIRO DELGADO RAMM STEIN RAMNAD KRISHNAN RAMON AYALA JR RAMON AYALA JR. RAMON MASSIACA Y LOS DOS PLEBES RAMON ORLANDO RAMONA LEISS RAMONAS RAMPAGE THE LAST BOYSCOUT RAMSEY RAMSEY LAWS RAN-DELLS RANCH RANDY ANAGNOSTIS RANDY BLACK RANDY EDELMAN RANDY JOHNSTON RANDY LORENZO RANDY MCALLISTER RANDY ONESS RANDY PETERSEN RANDY RODS RANDY STONEHILL RANDY TICO RANDY VAN WARMER RANDY VILLARS RANDY WESTON RANEE LEE RANIERI RANKIN FAMILY RANKIN JOE RANKINS RAOUL CASADEI RAPHAEL RABELLO RAPINATION RAPPIN'-TAY RAS MIDAS RAS SHEEHAMA RASHA RASTA RAFIKI RASTAFARMERS RATONES PARANOICOS RAUL Dl BLASIO CON JUAN GABRIEL

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 131 of 179

RAUL GARCIA ZARATE RAUL JULIA RAUL PAZ RAUL PORCHETTO RAULIN RODRIGUEZ RAULIN ROSENDO RAW BREED RAWLINS CROSS RAY BONNEVILLE RAY CAMPI QUARTET RAY CASTRO RAY CHEW RAY DE LA PAZ RAY DEE OHH RAY DREW RAY DRUMMOND RAY GASKINS RAY J RAY JAY 8 THE CAROUSELS RAY KANE RAY KENNEDY RAY LEMA RAY LYNCH RAY MCKINLEY RAY NOBLE & HIS ORCHESTRA RAY PARKER JR RAY PETERSON RAY SEPULVEDA RAY VEGA RAY WYLIE HUBBARD RAY-DEE-OHH RAYITO COLOMBIANO RAYITO TROPICAL RAYMOND BURKE 8 CIE FRAZIER RAYMOND JONES RAYMOND LEFEVRE RAYMOND V GROENEWOUD RAYMOND VAN HET GROENEWOUD RAYMOND WISE RAZA LATINA RAZAO BRAS ILEIRA RAZOR N GUIDO RAZZY BAILEY RE-FLEX REACHAROUND REACT REACT 2 RHYTHM READY FOR THE WORLD READY MADE REAL LIFE

http://63.236.111. 137/I sp/unpaidArtistList. 1 sp 9/21/2006 SoundExchange Unpaid Artist List Page 132 of 179

REBBIE JACKSON REBEL M.C. REBELDE REBORN RECYCLE RED 5 RED DIRT RANGERS RED LIGHT RED MEAT RED PRYSOCK RED RIDER RED ROCKERS RED SIMPSON RED SNAPPEROTHERS RED BOVINE RED SOVINE 8 WEBB PIERCE RED TAIL CHASING HAWKS RED WAGON MUSICIANS REDBONE REDD KROSS REDENCAO REDEYE REDMON AND VALE REEL 2 REAL REEL TIGHT REFLEXU'S REFUGEE CAMP ALL-STARS REG OWEN 8 HIS ORCHESTRA REGENTS REGG'LYSS REGGAE COWBOYS REGGIE HOUSTON REGINA CARTER REGINA REGINA REIM BANDITEN REINHARD MEY REISA MARLOWE RELL REMMY ONGALA REN TONGXIANG RENA DALMA RENATA SCOTTO RENATO COSTA RENATO MARES RENE 8 ANGELA RENE 8 RENY RENE ALONSO Y SU BANDA LASSER RENE CRISANTO Y LA RUNI HATI RENE TOLEDO RENE Y RENE

httn.//63 236.111 137/isn/unnaidArtistList.isn 9/21/2006 SoundExchange Unpaid Artist List Page 133 of 179

RENZO ARBORE RENZO GILARDINI REQUENO Y SU GRUPO TRUENO RETTORE REV ERIC D. WILLIAMS REV. CLAYTON JOHNSON "MIRACLE MAN" REV. JACKIE MCCULLOUGH REV. MARVIN YANCY REV. PAUL JONES REV. PAUL S. MORTON, SR. REV. W.M. ABNEY 8 ... REVELACAO REVELS REVEREND CHARLES NICKS REVEREND F.C. BARNES REVEREND JAMES CLEVELAND REVEREND JAMES MOORE REX CARROLL REX GILDO REX LAWSON REY CHEN REY REYES REY REYNA REY REYNA & AFTERSHOCK REZIDUE RHONDA RHONDA GUNN RHYTHM RHYTHM 8 BLUEFIELD BAND RHYTHM SYNDICATE RIC LOUCHARD RICARDO 8 ALBERTO RICARDO CASTILLON RICARDO LEMVO RICARDO MONTANER RICARDO SILVEIRA RICARDO VIZUETE RICCARDO PEROTTI RICH MULLINS RICHARD ANTHONY RICHARD BERMAN RICHARD BUCKNER RICHARD BURMER RICHARD BURTON RICHARD COCCIANTE RICHARD COLLINS RICHARD G ILLY RICHARD HARRIS RICHARD KAUHI RICHARD LAFORGE

http://63.236.111.137/isp/unpaidArtistList.isp 9/21/2006 SoundExchange Unpaid Artist List Page 134 of 179

RICHARD LE FOUEF 8 TWO STEP RICHARD SMITH RICHARD THOMPSON RICHARD WARNER RICHIE ALLEN 8 THE PACIFIC SURFERS RIG HIE O'HEA RICHIE STEPHENS RICHOCHET RICK CUA RICK ERLIEN RICK HEIZMAN RICK SCOTT RICK STRAUSS RICK WILKINS RICKEY WASSON RICKI GAL RICKY GIANCO RICKY LYNN GREGG RICKY PETERSON RICKY SHAYNE RIDEL HIGH RIESGO DE CONTAGIO RIFF HIFI RIGHEIRA RIGO STAR RIKARENA RIKOSON ALL STARS RING RINGO RINSHO KADEKARU RIO REISER RIP CHORDS RIPCHORDS RIPTONES RISKE RITA DENEVE RITA FORD RITA FORTE RITA LEE RITA SAHAI RITA SAKILARIOU RITCHIE VALENS RITMO PELIGROSO RIVER RIVER BLUE RIVER BLUFF CLAN* RIVER ROAD ROAD DAMAGE ROAD SAW ROARING LION

httn //I"1 736 111.137/isn/unnaidArtistLiat.iso 9/21/2006 SoundExchange Unpaid Artist List Page 135 of 179

ROB BASE ROB EBERHARD YOUNG ROB FRAZIER ROB MARTUCCI ROB MCCONNELL ROB MCCONNELL 8 THE BOSS BRASS ROB MCCULLOUGH ROB ROYS ROBBERECHT ROBBIE DUPREE ROBBIE GREENRIDGE ROBBIE JANSEN ROBBIE RIVERA ROBERT ALDA ROBERT AVELLANET ROBERT CHARLEBOIS ROBERT CHILINGIRIAN ROBERT CLIVILES ROBERT COVINGTON ROBERT DAVIDSON ROBERT FARNON ORCHESTRA ROBERT GADEN ORCHESTRA ROBERT HAZARD ROBERT JANSSEN ROBERT KEKAULA ROBERT KYLE ROBERT LUNN ROBERT MAKASSA ROBERT MICHAELS ROBERT MITCHUM ROBERT MOSUSE ROBERT NIGHTHAWK & FLAMES OF RHYTHM ROBERT PRESTON ROBERTA MIRANDA ROBERTINHO BRANT ROBERTO ANTONIO ROBERTO BLADES ROBERTO CALERO PIEDRAHITA ROBERTO FAZ ROBERTO LEDESMA ROBERTO LUGO ROBERTO MANN ROBERTO MUROLO ROBERTO PULIDO ROBERTO RIBEIRO ROBERTO TORRES

ROB I KAHAKALAU ROBI ROSA ROBIN LUKE ROBIN MCNAMARA

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 136 of 179

ROBIN MILLER ROBIN TROWER ROBIN WARD ROBINS ROBY DUKE ROCAZINO ROCK A TEENS ROC KABANDA ROCKAPELLA ROCKERS HI-FI ROCKET FROM THE CRYPT ROCKFOUR ROCKWELL ROCKY BURNETTE ROCKY-FELLERS ROD MASON ROD PIAZZA & THE MIGHTY FLYERS RODACH RODGER MONTGOMERY RODNEY FRANKLIN RODNEY KENDRICK RODNEY 0 8 JOE COOLEY RODNEY POSEY RODOLFO RODOLFO Y LA TIPICA RODOLFO Y LOS HISPANOS RODRIGO VIDAL ROEDELIUS ROEL MARTINEZ ROESSL MUSIKANTEN ROGER CLAN ROGER KELLAWAY ROGER SCANURA ROGER SHIELDS ROGER SPRINGER BAND ROGER VOUDOURIS ROGER WALLACE ROHN LAWERENCE ROJO ROKABANDA ROLAND KAISER ROLAND SHAW ROLANDO LASERIE ROLF KUHN ROLO GOES MYSTIC ROMA SPENCER ROMANO ROMANO LEDENZIO ORCHESTRA ROMANO ZANOTTI ROMANTIC GUITARS

http://63.236.111.137/isp/unpaidArtistList.Isp 9/21/2006 SoundExchange Unpaid Artist List Page 137 of 179

ROMEO VOID RON CLEARFIELD RON ESCHETE TRIO RON GOODWIN RON HOLLOWAY RON KOMIE RON KUALA'AU RON MOODY RON SHOVAL RON TERRY RON WINANS RONALD MCDONALD RONALDO FOLEGATTI RONAN KEATING RONDALLA DE SALTILLO RONI YEDIDIYAH RONIOS RONNIE ALDRICH RONNIE DYSON RONNIE EARL RONNIE FOSTER RONNIE HAWKINS & THE HAWKS RONNIE HAZLEHURST RONNIE HENSON RONNIE MCINTOSH RONNIE PRICE RONNIE RICHARDS RONNY SETNIKER RONNY SOLER ROOM SERVICE ROOTS ROCK ACTION FIGURES RORSCHACH TEST ROSA PONSELLE ROSANNA 8 ZELIA ROSCOE CHENIER ROSCOE GORDON ROSE GARDEN ROSE LEE MAPHIS ROBELEND ROSSELLAMARCONE ROSSINGTON COLLINS BAND ROSSY ROSTROS OCULTOS ROTTIN RAZKALS ROULA ROUPA NOVA ROXY PERRY ROY BLACK ROY BROWN & HIS MIGHTY MEN ROY GAINES

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 138 of 179

ROY HAMILTON ROY HAYNES ROY HEAD AND THE TRAITS ROY ROBERTS ROY SMECK 8 HIS VITA TRIO ROY TAVARE ROYAL C ROYAL FESTIVAL POPS ORCHESTRA ROYAL JESTERS ROYAL TEENS ROZENDA BERNAL RPLA RUBAJA AND HERNANDEZ RUBBY PEREZ RUBEN D.J. RUBEN DARIO RUBEN RAMOS AND THE TEXAS REVOLUTION RUBEN ROMERO 8 LYDIA TORRES RUBEN SIERRA RUBY LOVETT RUBY PEREZ RUBY TERRY RUDE GIRLS RUDI KNABL RUDI SCHURICKE RUDIGER OPPERMANN RUDOLF FIRKUSNY RUDOLF ROCK UND DIE SCHOCKER RUDY CHANNEL RUDY LA SCALA RUEY CHANG RUFF DRIVERZ* RUFFA RUFUS BLAQ RUFUS SMITH RUGSTED 8 KREUTZFELDT RULA BROWN RUMBA BRAVA RUMBA Y BEMBE RUM BAND RUMBLERS RUN-D.M.C. RUNAWAYS UK RUPAUL RUSCOLA RUSEN YILMAZ 8 ZUHAL TELCLOGLU RUSS FREEMAN 8 THE RIPPINGTONS RUSS WILLIAMS RUSSEL BRAZZEL RUSSELL GUNN

httn //63 )'16 111 137/isn/nnnvirl4rti~tT.i'on 0/71/PAAR SoundExchange Unpaid Artist List Page 139 of 179

RUSSELL MALONE RUSSELL MAUGA RUSTY AND DOUG RUSTY CRUTCHER RUTH RUTH RUY MINGAS RY-CO JAZZ RYO KAWASAKI RZA S. BALACHANDAR S. RAMANATHAN S.H.E. S.O.A.P. S.O.D. S.O.S. BAND SA-DEUCE SA-FIRE SAAR BADISHI SABAH SABICAS SABOR VALLENATO SACRED GROUND SACRED REICH SACRED SPIRITS SACRED STEEL SACRIFICE ISAAC SADAO WATANABE SADAT X SAEED DEIHIMI SAFARIS SAIGON KICK" SAILCAT SAILOR SAINT VITUS SAINTE COLOMBRE SAI SON SAKIS ROUBAS SAL MINEO SALAMANDER CROSSING SALGUEIRO SALI SIDIBE SALLY DEXTER SALLY HARMON SALOMON ROBLES SALON VICTORIA SALSA KIDS SALSAMBA SALVATORE ADAMO SAM BLACK CHURCH SAM BROWN

http://63.236.111.137/jsp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page 140 of 179

SAM DONAHUE SAM FAN THOMAS SAM GOORIS SAM KAPU III SAM MANGWANA SAM RINEY SAM STRIKE SAM THE BEAST SAM WATMOUGH SAMIME SANAY SAMIR SAADO SAMIR SHUKRY SAMIRAH TAWFEEQ SAMMI SMITH SAMMIE SAMMY JOHNS SAMMY MAYFIELD SAMMY NESTICO BIG BAND SAMMY TURNER SAMSON & GERT SAMUEL E. WRIGHT SAMY SANDOVAL SANCOCHO SANDPIPERS SANDRA CHURCH SANDRA DE SA SANDRA FANN SANDRA HALL SANDRA KIM SANDRA MOREY SANDRA TORRES SANDY AND PAPO SANDY B SANDY OWEN SANDY POSEY SANDY RIOS SANDY ROTHMAN SANED RIVERA SANFORD CLARK SANFORD-TOWNSEND BAND SANGRE MORENA SANJIVA SANKAY SANKOMOTA SANNE SANNE SALOMONSEN SANTA SABINA SANTIAGO CERON SANTO AND JOHNNY SANTY

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 141 of 179

SANTY Y SU TREBOL BAND SAO CLEMENTE SARA PAULSON SARA VON DAVENPORT SARAH BETTENS SARAH ELIZABETH CAMPBELL SARAH JAHN SARAO SARO FIORELLO

SABA E I NOBILI SASH!

SASHA & MARIA'ASS JORDAN SAT-RANG SATTAR SAUCE MONEY SAULO GUIMARAES SAVAGE GARDEN SAVE FERRIS SAVIOR SERVANT SAY-SO SAYEG SCANNER SCHAFFRATH SCHAWKIE ROTH SCHONHERZ AND SCOTT SCHOOLBOYS SCHUERZENJAEGER SCHULZE SCORPIO SCOTT COSSU SCOTTDUNCAN SCOTT FAIRCLOFF SCOTT HARTLEY SCOTT HOLMES SCOTT HUCKABAY SCOTT JOPLIN SCOTT MCKENZIE SCOTT SPRINGER SCOTT THOMAS BAND SCOTT WILKIE SCREAMIN'AY HAWKINS SCREECHING WEASEL SCREECHY DAN SCREWBALL SCREWDRIVER

SCUD MOUNTAIN BOYS'CULPTURE

SEA-BEE 8 THE D'GENERATION SEAMUS ENNIS

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 142 of 179

SEASON TO RISK SEATRAIN* SEBADOH* SEBIWIRT SEC N SOL SECIL SEDUCTION SEE SEED SEEKERS SEIS DEL SOLAR SELAMI SAHIN SELF SELMA REIS SEMINOLE SENSATIONAL NIGHTINGALES SENSUAL 990 SENSUNIK SENTINALS SENZI AND THE PILLARS SENZO SEOMLAGET SEPP SEPTETO HABANERO SEPTETO NACIONAL DE IGNACIO PINEIRO SERDAR ORTAC SERGE LAMA SERGIO BLASS SERGIO BRANDAO 5 MANGA-ROSA SERGIO CAPUTO SERGIO DENIS SERGIO FRANCHI S ERG IO MAURI SERVANDO Y FLORENTINO SETRAG OVIGUIAN SEVEN MARY THREE

SEX-0-SON I Q UE SEXUAL DEMOCRACIA SEXUAL HARRASSMENT SEYMOUR LIGHT ORCHESTRA SEYYAL TANER SEZEN AKSU SHA-NA SHABAZZ THE DISCIPLE SHADED RED SHADES SHADES APART SHADES OF BROOKLYN SHADES OF LOVE SHAHLA SARSHAR

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 144 of 179

SHERRI ROTTERSMAN SHIAO HUEI LIU SHIFIYUT ZAMANIT SHIFT SHIHAD SHIN MEI LAN SHINEHEAD SHINICHI YUIZE SHINING PATH SHIRLEY 8 COMPANY SHIRLEY 8 LEE SHIRLEY BOOTH SHIRLEY ELLIS SHIRLEY GUNTER SHIRLEY KWAN SHIRO SHIV KUMAR SHARMA SHIVERHEAD SHLOMI SHABAT SHLOMO ARTZI SHLOMO GRONICH SHLOMO Y'DOU SHMULIK KRAUS SHOBA SHOHREH SHOK PARIS SHOOTYZ GROOVE SHORTY LONG SHORTY ROGERS SHOWBAND USA SHOWBIZ 8 A.G. SHU FENG HE SHUBIDUA SHUGGIE OTIS SHULAMIT YISRAELI SHUN-PACE RHODES SHYHEIM A.K.A. THE RUGGED CHILD SI HWA SHUN SIZENTNER SI-HI-MAN SIBEL TUZUN SIBONGILE KHUMALO SID SELVIDGE SID TEPPER SIDE A SIDESADDLE 8 CO. SIDNEY BECHET SIERRA SIERRA MAESTRA SIGMUND GROVEN

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 145 of 179

SIGVART DAGSLAND SIKKIL SISTERS SILAS HOGAN SILENT POETS SILHOUETTES SILKIE SILLY SILVARD KOOL SILVER CONVENTION SILVER JET SILVIA CECCHETI SILVIA 0 SILVIA SALEMI SILVIA TORRES SIMBA MUSICAL SIMBA WANYIKA SIMI RON SIMIAN SOUND MACHINE SIMON BARR SINISTER SIMON FISHER TURNER SIMON JEFFES SIMON PARK SIMONE GUIMARAES SIMONE HINES SIN FRONTERAS SINAN OZEN SINGERS UNLIMITED SINGING MELODY SINIKKA LANGELAND SIOUXSIE & THE BANSHEES SIPHO DUBE SIPHO MABUSE SIR DOUGLAS QUINTET SIR DREW SIR MIX-A-LOT SIS. MAXINE WEST & THE GOSPEL TEAM SISTA MONCIA PARKER SISTER 7 SISTER HAZEL SISTER JANET MEAD SISTER MACHINE GUN SISTER O.M. TERRELL SISTER PHUMI SISTER SISTER SISTER SLEDGE" SISTER SOLEIL SISTERS SISTERS MORALES SIVUCA SIXTEEN DELUXE

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 146 of 179

SIZZLA SJP SK8 SKAH SHAH SKANK SKATENIGS SKEE-LO SKETTS MCDONALD SKILFINGER SKIN UP SKINYARD SKIP AND FLIP SKJERPEHAUGEN SKOLD SKREW SKUBA SKULL DUGREY SKY HIGH AND THE MAU MAU SKY KINGS SKYEDANCE* SKYLAB SKYLARK SKYY SLACK SLACK KEY MASTERS SLACKER SLAM ALLEN SLASH'S SNAKEPIT SLAVE SLAVKO AVSENIK SLICK SIXTY SLIDER SLIM GAILLARD SLIM HARPO SLIM MAN SLIM SMITH SLOAN SLOWPOKE SLUSH SMALL WORLD SMALLTOWN POETS SMILEY LEWIS SMITH* SMOKE N FUNCTION SMOKEY WILSON SMOKIN'RMADILLOS SNAKEBITE SNAKEFARM SNAPCASE SNEAKERS

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 147 of 179

SNIPER SNOOZE SNOT SNOW SNOWBOY SO SO PRA CONTRARIAR SO PURE! SOAK SOCIETY OF SEVEN SOCIETY VIBES SODA ESTEREO SOFIE 8 SO-FOUR SOFT SUGAR SOJIRO SOL D'ENTA SOL D'MENTA SOL DE MEXICO SOL K. BRIGHT SOLARIZED SOLID DOCTOR SOLINA SOLISTI Dl ZAGREB SOLITUDE AETURNUS SOLOMON MSIZA SOLSONICS SOLVEIG BERSTAD SANDE SOLVEN WHISTLERS SOMETIME BAND SON 14 SON DE AZUCAR SON DE LA LOMA SON DE MEXICO SON FAMILIA SON HOUSE SON VOLT" SONANDO SONER ARICA SONERO CLASICO DEL CARIBE SONGSTRESS SONGUL KARLI SONIA DADA SONIA RIVAS SONIA SANTOS SONICHROME SONNEE WEST SONNY BOY WILLIAMSON SONNY BURGESS SONNY FORTUNE SONNY HERNANDEZ

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 148 of 179

SONNY KNIGHT SONNY NICHOLAS SONNY OVALLE SONORA CHEVERE SONORA EVEREST SONORA SABANERA SONORA SAN FRANCISCO SONORA TEKENDAMA SONORA USA SONORAVENDAVAL SONS OF HAWAII SOON E MC SOOPAFLY SOOZ SOPHIA ARVANITI SOPHIA BOSSOU SOPHIS VOSSOU, STANTIS GOMIDIS SOPHY SOPWITH CAMEL SOREN KRAGH JACOBSEN SORRY BAMBA SOS FENGER SOSHANGUVE BLACK TYCOONS SOUKOUS STARS SOUL BALLET SOUL BOSSA TRIO SOUL BROTHERS SOUL CHILDREN SOUL FOR REAL SOUL KINGS SOUL RIVER SOUL SOLUTION SOUL STATION SOULJA SLIM SOULMOTOR SOULSISTER SOUNDINGS ENSEMBLE SOUNDS OF LOVE SOUNDTRACK SOUTH FRISCO JAZZ BAND SOUTH SIXTY FIVE SOUTHERN CULTURE ON TH E SKIDS SOUTHERN PACIFIC SOVORY SPACE BROTHERS SPACE MONKEYS SPACETIME CONTINUUM SPADE COOLEY SPAILPIN SPAIN

http://63.236.111.137/jsp/unpaidArtistList jsp 9/21/2006 SoundExchange Unpaid Artist List Page 149 of 179

SPANISH FLY SPARKLE SPARKLEHORSE SPARKLER SPARKLETONES SPARROW SPC SPEAK SPEAK NO EVIL SPECIAL EFX* SPECULUM MUSICAE SPEELWARK SPENCER BREWER SPIAS SPICE AND CO. SPINESHANK SPIRAL STARECASE* SPIREA X SPIRIT OF EDEN SPIRITUAL 7 SPIRITUAL PIECES SPIRITUAL VIBES SPIROS SPIRAKOS SPITE SPITFIRE BAND SPLENDER SPLINTER SPLIT ENZ SPONSORED BY ATLANTIC RECORDS SPOONCENTRIC SPORTY THIEVES SPRAWL! SPREAD EAGLE SPRING HEELED JACK SPRINGFIELDS SPRUNG MONKEY SPY SQUADRA ITALIA SQUARE ONE ST. CHRISINIS ST. GERMAIN ST. XARHAKOS STACEY EARLE STAGY LATTISAW STADIO STAFIS AYYELOPOULOS STAMATIS GONIDIS STAN FREBERG STAN KENTON* STAN ROGERS

http://63,236.111.137/j sp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page 150 of 179

STAN SKAWINSKI STAN WOLOWIC & THE POLKA CHIPS STANDFORD PRISON EXPERIMENT STANLEY BLACK STANLEY CLARKE STAR 69 STARBOURNE ORCHESTRA STARKWEATHERS STARLAND VOCAL BAND* STARRY NIGHT ORCHESTRA STARSHIP* STARSOUND ORCHESTRA STAS KRELL & HIS ORCHESTRA STAUROS KOUYIOUMTZI STAXX OF JOY STEEL DRUMS OF TRINIDAD STEEL PULSE STEF STEFAN DIESTELMANN STEFAN WAGGERSHAUSEN STEFANIE HERTEL STEFANO BORGIA STEFANOS KORKOLIS STEGOSAURUS STEINBAECKER STELLA GEORYIADOU STELLA MARIS STELLAMARA STEM STEM RA STENSGARD & MIDTLIENS KVARLELL STENSGARDS GAMMELDANSORKESTER STEP KINGS STEPCHILD STEPHAN EICHER STEPHAN REMMLER STEPHANIE LAWRENCE STEPHANIE LYNN & HIGH ENERGY STEPHANIE PELZ STEPHANOS KORKOLIS STEPHEN BISHOP KOVACEVICH STEPHEN BRUETON STEPHEN TIN TIN DUFFY STEPS AHEAD STEREO DELUXX STEREOLAB STEREOS STERLING DAVIS STETSASONIC STEVE 8 MARIA GARDNER

http://63.236.111.137/jsp/unpaidArtistList.j sp 9/21/2006 SoundExchange Unpaid Artist List Page 151 of179

STEVE ALLEE STEVE BACH STEVE BRIEN STEVE COLEMAN STEVE DIAZ STEVE DIAZ Y SENZAZION STEVE FISH STEVE FISH & BOBBY BROOKS STEVE FISHER STEVE GRACE STEVE HACKETT STEVE HAUN STEVE HUBER & HAPPY AUSTRIANS STEVE KEKANA STEVE KINDLER STEVE KUHN STEVE LAURY STEVE MARTIN STEVE MASAKOWSKI STEVE MIDDLETON STEVE MIDDLETON UNITY & PRAISE STEVE POLTZ STEVE RAS HID STEVE SPURGIN STEVE SUMMERS & MIKE HOFFMAN STEVE TURRE STEVEN FALCON STICK STICKMEN STIMELA STINKBUG STIR STOMPBOX STOMPIE MAVI STONE EDGE STONE PONEYS STONEHILL STONEMANS STOPPOK STRAIGHT FACED STRANGELOVES STRATOVARIUS STRAWBERRY ALARM CLOCK STRECH 'N VERN STRENGTH IN NUMBERS STRETCH &VERN STRIKE BOYS STRING-A-LONGS STRINGS OF PARIS STUART HAMBLEN

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/21/2006 SoundExchange Unpaid Artist List Page 151 of 179

STEVE BACH STEVE BRIEN STEVE COLEMAN STEVE DIAZ STEVE DIAZ Y SENZAZION STEVE FISH STEVE FISH 8 BOBBY BROOKS STEVE FISHER STEVE GRACE STEVE HACKETT STEVE HAUN STEVE HUBER 8 HAPPY AUSTRIANS STEVE KEKANA STEVE KINDLER STEVE KUHN STEVE LAURY STEVE MARTIN STEVE MASAKOWSKI STEVE MIDDLETON STEVE MIDDLETON UNITY 8 PRAISE STEVE POLTZ STEVE RASHID STEVE SPURGIN STEVE SUMMERS 8 MIKE HOFFMAN STEVE TURRE STEVEN FALCON STICK STICKMEN STIMELA STINKBUG STIR STOMPBOX STOMPIE MAVI STONE EDGE STONE PONEYS STONEHILL STONEMANS STOPPOK STRAIGHT FACED STRANGELOVES STRATOVARIUS STRAWBERRY ALARM CLOCK STRECH'N VERN STRENGTHIN NUMBERS STRETCH &VERN STRIKE BOYS STRING-A-LONGS STRINGS OF PARIS STUART HAMBLEN STUART WEBER

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/22/2006 SoundExchange Unpaid Artist List Page 152 of 179

STUBBY KAYE STUDEBAKER JOHN STUDENTS STUDIO 45 STUDIO CITY ORCHESTRA STYLES OF BEYOND SU NA CHIANG SUAT BUNA SUB MERGE

SUBLIME'UBSTANCE D. SUBURBAN GHETTO SUBURBAN LAWNS SUBWAY SUDDEN RUSH SUDHA RAGUNATHAN SUFICIENTE SUGA SUGA FREE SUGAR SUGAR FLY SUGARLOAF SUGARSPOON SUGARTOOTH SUIKA PICK SUISONIC SUMI TONOOKA SUMMER DAZE SUN 60 SUNDAY MANOA SUNGOD SUNLAND SUNNY AND THE SUNGLOWS SUNNY DAY REAL ESTATE SUNNY OZUNA SUNNYLAND SLIM SUNSCREEM* SUNSET HEIGHTS SUNSET SKY SUNSHIP SUNZ OF MAN SUPER ALL-STAR SUPER BACHATA SUPER COMBO DINAMICO SUPER COMBO LOS TROPICALES SUPER DELUXE SUPER FORMULA MUSICAL SUPER GRUPO COLOMBIA SUPERBLUE SUPERTHRUSTER

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/22/2006 SoundExchange Unpaid Artist List Page 153 of 179

SUPREMA CORTE SURABHI SURPRISE SURREAL MADRID SURVIVOR* SUSAN BARRETT SUSAN MAZER AND DALLAS SMITH SUSAN TEDESCHI SUSAN'S ROOM SUSANNE LUNDENG SVEN LIBAEK ORCHESTRA SVEN VATH SVERRE PORSANGER SWALLOW SWAN SILVERTONES SWANEE QUINTET SWAY 8 TECH SWEATHOG* SWEATY NIPPLES SWEET BETTY SWEET INSPIRATIONS SWEET SENSATION SWEET TALKS SWEET VINE SWEET WATER SWEETBACK SWEETBOX SWEN SWENSON SWERVEDRIVER SWINGIN'EDALLIONS SWIRL 360 SWITCH* SY OLIVER SYBIL SYD DALE SYD STRAW SYDNEY YOUNG BLOOD SYLVAIN COSSETTE SYLVIA SIMS SYLVIA SYMS SYLVIA TELLES SYMBIOSE SYNDICATE OF SOUND SYNDROME SYRIA SYSTEM BAND SZAKCSI T 'PAU T BONE BURNETT TDF

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/22/2006 SoundExchange Unpaid Artist List Page 154 of 179

T D JAKES T-BOZ T-BROUSSARD T-CONNECTION T-SLAM T-SQUARE T.APOSTOLOU T. REX T. TEXAS TYLER T. VANOU T.CISCO T.D.F. T.J. KIRK T.N. KRISHNAN T.R. MAHALINGAM T.S. MONK T.W.D.Y. TAB TWO TABIENNE THIBEAULT TABOU COMBO TABU TABU LEY ROCHEREAU TACO TAD TADAMITSU SAITO TADAO SAWAI TADASHI TAJIMA TAFELMUSIK BAROQUE ORCHESTRA TAFFY TAHA, KHALED, FAUDEL TAHUANTINSUYO TAILGATORS TAKADJA

TAKE'DAKE'AKIS BANBAKIDIS TAKI S ZAHARATOS TAL BACHMAN TALI 8 KI BWE TAMARAH TAMAS VASARY TAMBA TRIO TAMBU TAMI DAVIS TAMI HERT TANANAS TANGLETOWN TANIA ALVES TANIA EVANS TANIA LIBERTAD TANIA TSANAKLITHOU

http://63.236.111.137/jsp/unpaidArtistList.j sp 9/22/2006 SoundExchange Unpaid Artist List Page 155 of 179

TANYA GOODMAN TANYA ST. VAL TAPPA ZUKIE & THE AGGROVATORS TARAL TARAL HICKS TARHEEL SLIM TARIKA SAMMY TAROVET ESKOT TASH TASHA HOLIDAY TASOS TASOS BOUYATZIS TASTE OF JOY TATOOM TAVINHO MOURA TAXIRIDE TEA PACKS TEAR DA CLUB UP THUGS TEBOGO TECA & RICARDO TECH9NE TECHNOTRONIC TECO CARDOSO TED DAFFAN'S TEXANS TED JACOBS TED SHAFER'S JELLY ROLL JAZZ BAND TED TAYLOR TED WEEMS TEDDY

TEDDY BEARS'EDDY MORGAN TEDDY MORGAN & THE SEVILLES TEDDY PARKER TEDDY POWELL TEDDY RILEY FEA. GUY TEEN EN TANDER TEEN QUEENS TEHUA TEIKO KIKUCHI TEISCO DEL REY TEJANO BREED TEKNEEK TELA TEMPERANCE TEN SUGAR COFFEE TENDERONI TENORES Dl BITTI TERESA TENG TERI MOISE TERJE TONNESEN

http://63.236.111.137/jsp/unpaidArtistList.j sp 9/22/2006 SoundExchange Unpaid Artist List Page 158 of 179

THE CRUNCHER THE CULT* THE CUNNINGHAMS THE CYRKLE THE D.O.C. THE DALRIADA BROTHERS THE DARLING BUDS THE DAVE MCMURRAY SHOW THE DAVE PIKE SET THE DAVID BLAMIRES GROUP THE DEELE THE DEFRANCO FAMILY THE DELFONICS THE DELL-VIKINGS THE DELTA THE DIN PEDALS THE DINKY TOYS THE DINNER JUNKIES THE DISCONTENT THE DIXIE CUPS THE DON HOUGE QUINTET THE DON MARSH ORCHESTRA THE DOPPLER EFFECT THE DUPREES THE DUST BROTHERS THE E-Z TONES THE EARLS THE ELGINS THE END OF THE WORLD THE ESTRADA BROTHERS THE EVINRUDES THE EXCITERS THE FALL THE FANTASY BAND THE FARM THE FIREFLIES THE FIRM* THE FIVE AMERICANS THE FIVE SATINS* THE FIVE STAR GALAXY THE FLAIRS THE FLAMING EMBER THE FLAMING LIPS THE FLAMINGOS* THE FLIRTS THE FLOATERS* THE FLYS THE FONTANE SISTERS THE FOOLS THE FORCE MD'S

http://63.236.111.137/jsp/unpaidArtistList jsp 9/22/2006 SoundExchange Unpaid Artist List Page 159 of 179

THE FORTUNES THE FOUNDATIONS

THE FOUR ACES THE FOUR LADS'HE FOUR PREPS" THE FRED KUHAR ORCHESTRA THE FREDDY JONES BAND THE FRIENDS OF DISTINCTION THE FRIENDS OF NATASHA THE FUTURE SOUND OF LONDON THE GABLZ THE GANDHARVAS THE GEMS THE GENUINES THE GEOFF LOVE SINGERS THE GEORGIA SATELLITES THE GERALDINE FIBBERS THE GETAWAY PEOPLE THE GILLIS BROTHERS THE GLASS HOUSE THE GODFATHERS THE GOLDEN PALOMINOS THE GOLDTONES THE GOOD MEN THE GOODIE MOB THE GOSPEL ANGELICS THE GRANDHARVAS THE GRAYS THE GREAT DIVIDE THE GREAT GUITARS THE GREYBOY ALLSTARS

THE GRID'HE GUFS THE HANK HALLER ENSEMBLE THE HARMONIZING FOUR THE HATTERS THE HEADS THE HEARTBEATS THE HEIGHTS THE HELLACOPTERS THE HELLENIC SOUNDS THE HENRY ROBINETT GROUP THE HI-LO'S THE HIGH LONESOME THE HILLTOPPERS THE HOLLY BOYS THE HOOOO THE HUAXIA CHAMBER ENSEMBLE THE HUES CORPORATION THE HUMAN LEAGUE

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/22/2006 SoundExchange Unpaid Artist List Page 160 of 179

THE HUMANS THE HUNGER THE INK SPOTS* THE INMATES THE INSPIRERS THE INTERNATIONAL SOUND MACHINE THE INTRUDERS THE JARMELS THE JAYNETTS THE JAYS THE JEFF HEALEY BAND* THE JOE FEDORCHAK ORCHESTRA THE JOHNSON MOUNTAIN BOYS THE JOYTONES THE KAHUMOKU'S THE KATINAS THE KING SISTERS THE KINGBEES THE KINGS THE KLF THE LA'S THE LATE NIGHT STRINGS THE LATIN GUITARS OF SAN GABRIEL THE LATIN PLAYERZ THE LEAVES

THE LEEUKOP PRISONERS'HOIR THE LEFT BANKE'HE LIKWIT ALLSTARS THE LIM FAMILY THE LONDON PROMENADE ORCHESTRA THE LONDON SUEDE THE LONESOME RIVER BAND THE LORDS OF THE NEW CHURCH THE LOS ANGELES GOSPEL MESSENGERS THE LOST BOYZ* THE LOST GENERATION THE LOUVIN BROTHERS THE LOVE DOGS THE LOW AND SWEET ORCHESTRA

THE LOX'HE LUMZY SISTERS THE LUNIZ THE LYNNS THE MAGIC LANTERNS THE MAHONES THE MAIN INGREDIENT THE MANN BROTHERS THE MAR-KEYS THE MARCH VIOLETS THE MARV NISSEL BAND

http://63.236.111.137/jsp/unpaidArtistList.j sp 9/22/2006 SoundExchange Unpaid Artist List Page 161 of 179

THE MARVELETTES" THE MEDALLIONS THE MERRY MACS THE MIGHTY BOP THE MIGHTY DIAMONDS THE MIGHTY REAPERS THE MIRACLES* THE MISSISSIPPI CHILDREN'S CHOIR THE MONROES THE MOON SEVEN TIMES THE MOONLIGHT MOODS ORCHESTRA THE MOTHER GOOSE JAZZ BAND THE MOTORS THE MOVEMENT THE MUDDY WATERS TRIBUTE BAND* THE MURMAIDS THE MUSICIANS OF THE NILE THE MYSTERIES OF LIFE THE MYSTICS THE NEW BIRTH THE NEW CHRISTY MINSTRELS THE NEW RADICALS THE NEW YORK BAND THE NEXT MEN THE NFL HORNS PROJECT THE NORMAN LUBOFF CHOIR THE 0 JAYS* THE O'KANES* THE OBSESSED THE ODDS THE OHIO EXPRESS THE OLYMPICS THE ORANGE KELLIN TRIO THE ORB THE ORIGINAL THE ORIGINAL GOSPEL HARMONETTES THE ORIGINALS* THE ORLONS* THE OUTFIELD THE OUTSIDERS* THE PALADINS THE PAN PIPES THE PARIS SISTERS THE PARTRIDGE FAMiLY THE PARVARIM THE PASADENAS THE PHARCYDE THE PHILOSOPHER KINGS

THE P I ED P IP ERS THE PILGRIM JUBILEES

http://63.236.111. 137/j sp/unpaidArtistList j sp 9/22/2006 SoundExchange Unpaid Artist List Page 162 of 179

THE PILGRIM TRAVELERS THE PLATTERS* THE PLAYERS THE PLAYMATES THE PLIMSOULS THE POOR THE POOZIES THE POPULAR ORCHESTRA THE POWER OF ONE CHOIR THE POWER RANGERS ORCHESTRA THE PRODIGALS THE PRODUCERS THE PROMISE RING THE PSYCHO REALM THE PUZZLE PLACE THE QUIET ROOM THE QUIN-TONES THE RADIO KINGS THE RANDALL FAMILY THE RASPBERRIES* THE RED HOT CHILI DOGS THE REEPZ THE RENTALS THE REPLACEMENTS THE RICHARD SMALLWOOD SINGERS THE RICKEY GRUNDY CHORALE THE RIGHT VIBES THE RISING WIND THE RITCHIE FAMILY THE RIVIERAS THE RIVINGTONS THE ROBERTA MARTIN SINGERS THE ROYAL HAWAIIAN SERENADERS THE SACADOS THE SAMPLES* THE SAND MOUNTAIN BOYS THE SANDALS THE SANDS THE SAVANNAH COMMUNITY CHOIR THE SCREAMIN'HEETAH WHEELIES THE SELECTER THE SENSATIONS THE SHERBS THE SHERRYS THE SHIRELLES* THE SHOWMEN THE SIGN THE SILVERTONES THE SIMPSONS THE SINGING MONGOOSES

http://63.236.111.137/j sp/unpaidArtistList.j sp 9/22/2006 SoundExchange Unpaid Artist List Page 163 of 179

THE SISTERS OF GLORY THE SKY BLUE CATFISH THE SKYLARKS THE SMITHS* THE SOLITAIRES THE SON

THE SONIC FAMILY THE SONS OF THE PIONEERS'HE SOWETO STRING QUARTET THE SPANIELS* THE STANDELLS* THE STANLEY GOSPEL TRADITION THE STAR ROOM BOYS THE STARLIGHT STRINGS THE STONE BROTHERS THE SUBDUDES THE SUGARCUBES THE SUNRAYS THE SUPERJESUS THE SURFARIS THE SURFDUSTERS THE SYLVERS THE SYSTEM THE TALBOT BROTHERS THE TEA PARTY THE TEDDY CHARLES TENTET THE TEODROSS AVERY QUARTET THE TOASTERS THE TONY RICH PROJECT THE TOYS THE TRIPLETS THE TRONDHEIM SOLOISTS THE TRUMPETEERS THE TUESDAYS THE TURBANS THE UP SETTERS THE URGE THE VAN MANENS THE VAPORS THE VENTS THE VIDALIAS THE VOCAL UNION THE WAITRESSES THE WALLACE RONEY QUINTET THE WANDERING EYES THE WEATHER GIRLS" THE WEE-BOPS THE WHY STORE THE WILBURN BROTHERS THE WIND MACHINE GUITAR DUO

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/22/2006 SoundExchange Unpaid Artist List Page 164 of 179

THE WOLFGANG PRESS THE WORLD WIDE MESSAGE TRIBE THE WRENS THE ZIGGENS THEA ENNEN & THE ALGORHYTHMS THEA'S THEM THEODIS EALEY THEODOSIS THERAPY? THERESE SCHROEDER-SHEKER THIN LIZARD DAWN THINKHEAD THIRD COAST JAZZ ENSEMBLE THIRD WORLD THOMAS CHAUKE THOMAS FERSEN THOMAS HELMIG THOMAS MICHAEL DAVIS THOMAS STOKES III THOMAS WHITFIELD THOMPSON BROTHERS BAND THORN THOSE BASTARD SOULS THOUGHT INDUSTRY THRASHER SHIVER THREE 6 MAFIA THREE AMIGOS THREE DEGREES" THREE DOG NIGHT" THREE FISH THUNDERCLAP NEWMAN THURSDAY DIVA THURSTON HARRIS TIC TAC TOE TICO DA COSTA TIGER TIJUANA NO TIM BOWMAN TIM EASTON TIM MAIA TIM MAIA E OS CARIOCAS TIM MAY TIM TIMMERMANS TIM WEISBERG TIMBALADA TIMBALAND TIMBUK 3 TIMEX SOCIAL CLUB TIMI YURO

http://63.236.111.137/jsp/unpaidArtistList jsp 9/22/2006 SoundExchange Unpaid Artist List Page 165 of 179

TIMMY T. TIMOTHY P. IRVIN TIMOTHY PHILEN TIN TIN OUT* TINA BARONE TINA BROOKS TINMAN TINO PATTIERA TINO ROSSI TINTOREROS TINY BRADSHAW TINY TOWN TIPEX TIRILTUNGA TITAS TITO ALLEN TITO PARIS TITO PUENTE TITO ROJAS TITO SCHIPA TITTI BIANCHI

TKIS ZAKARATOS TKZEE TM MASS YOUTH CHOIR TOADIES TOBY BEAU TODD SNIDER TODOS TUS MUERTOS TOGETHER FOR THE GOSPEL TOL HANSSE TOLEDO TOLEDO POLKAMOTION TOLIS VOSKOPOULOS TOLU TOM AND JERRY TOM BARABAS TOM BASILE TOM BROWNE TOM COSTER TOM DUNDEE TOM EWING TOM GARLING TOM HALL TOM JOBIM TOM PEASE TOM P RASADA-RAO TOM PRIN TOM SHEEHAN TOM STACY

http://63.236.111.137/jsp/unpaidArtistList j sp 9/22/2006 SoundExchange Unpaid Artist List Page 166 of 179

TOM TALBERT ORCHESTRA TOM VEDVIK

TOMMY BOYCE 8 BOBBY CASTRO HART'OMMY TOMMY ELSKES TOMMY EMMANUEL TOMMY FACENDA TOMMY FLANAGAN TOMMY HENRIKSEN TOMMY JONES TOMMY LEONETTI TOMMY MULVIHILL TOMMY OLIVENCIA TOMMY RIDGLEY TOMMY TUCKER TOMMY TUNE TOMY TEMERSON UND DIE HIRTENFELDER TONA LA NEGRA TONE HULBAEKMO TONE-LOC TONEY CURTIS TONI PRICE TONINA TORRIELLI TONINHO HORTA TONIO K. TONNY TUN TUN TONO ROSARIO TONY ASTARITA TONY BAVAAR TONY BLESCIA TONY CHASSEUR TONY CHRISTIE TONY CROATTO TONY DEL CIELO TONY DELAFOSE TONY ESPOSITO TONY FABIAN & HIS ORCH. TONY LION TONY MARCIANO TONY MARTINEZ TONY MOLA TONY MOTTOLA TONY PASTOR TONY REBEL TONY TRISCHKA S THE BIG DOGS TONY TUFF TONY WHITE TONY Z TOO SHORT TOOFAN

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/22/2006 SoundExchange Unpaid Artist List Page 167 of 179

TOOTS THIELEMANS TOP DOG TOQUINHO TOQVINO TORA TORA TORMENTA TORNADOES TOROS BAND TORREALBA TORTILLA FACTORY TOSEDRENGENE TOTAL TOTAL COELO TOTI'S TAHITIANS TOTO LA MOMPOSINA Y SUS TAMBORES TOURE KUNDA TOVA GERTNER TOVE KAROLINE TOWA TEI TRACEY HARRIS TRACEY ULLMAN TRACHTEN-UND JODELGRUPPE GOSLAR TRACTOR'S REVENGE TRACY HUANG TRACY SU TRADE WINDS TRADITIONAL TRAILERMEN TRAINING FOR UTOPIA TRAMMPS TRANQUILITY BASS TRANS-SIBERIAN ORCHESTRA TRANSLATOR

TRAPEZOID'RASHMEN

TRAVIS AND BOB

TRE'REE 63 TREEHOUSE TREME BRASS BAND TREPONEM PAL TRES CON KACHE TRES SENORES DEL SON TRESSA BOLES TRI ATMA TRIADA TRIANEROS DEL SUR TRIBAL JAM TRIBE AFTER TRIBE TRIBU BAND

http://63.236.111.137/jsp/unpaidArtistList jsp 9/22/2006 SoundExchange Unpaid Artist List Page 168 of 179

TRICK DADDY DOLLARS TRILHA SONORA TRILOGIA TRINA AND TAMARA TRINA MEDINA TRINI TRIGGS TRIO BELCANTO TRIO CALAVERAS TRIO CAMPIELLO TRIO DA PAZ TRIO DELFINES TRIO FANTASIA TRIO HERMANOS MICHEL TRIO HUARICANCHA TRIO LOS CONDES TRIO LOS EMBAJADORES TRIO LOS SOLES TRIO MANDOLIN TRIO MATAMOROS TRIO MORALES PINO D'ALVARO ROMERO TRIO SAN JUAN TRIO TAICUBA TRIO TARIACURI TRIO VENEZUELA TRIO VOCES DE ORO TRIO VOCES DEL RECUERDO TRIP 66 TRIPPING DAISY TRISHA COVINGTON TROIKA TROOP TROPA F TROPICAL DREAMS TROPICALISIMO APACHE TROPICHANGA

TROP I JAZZ ALL STARS TROUBLE TRU TRUDY LYNN TRUE FUNKALISTIC TRUENO TRUTH TRUTHETTES TS MCPHEE TSANAKLITHOU TSAR TEH-YUN TSEPO TSHOLA TU NOKWE TUATARA TUBES

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/22/2006 SoundExchange Unpaid Artist List Page 169 of 179

TUCKER AND THOMAS TUGCE SAN TULIO ZULOAGA TULLIO PANE TUNE WEAVERS TUNED TONE TURA SATANA TURBAY TURIBIO SANTOS TURK MURPHY TURKANAS TURQUINO TURRONERO TURTLE ISLAND STRING QUARTET TURTLES* TUSCADERO TV-2 TWELVE TREES TWIGGI TWILIGHT IN RIO TWINKLE BROTHERS TWINZ TWO DOLLAR PISTOLS TWO HEARTS TWO MAN SOUND TWO OR MORE TYGERS OF PAN TANG TYLER ENGLAND TYPE 0 NEGATIVE TYRONES TZENI BANOU U-ZIG U. SRINIVAS U.F.O. U.N.K.L.E. U.N.V. U.P. WILSON U.S.A. FOR AFRICA UAKTI UBERZONE UBU UCLA GOSPEL CHOIR UDO JURGENS UDO LINDENBERG UEHARA MARI UGLY AMERICANS* UGLY KID JOE UK SUBS ULENS QUINTET ULISSES ROCHA

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/22/2006 SoundExchange Unpaid Artist List Page 170 of 179

ULLA MEINECKE ULTRAHORS E ULTRASPANK UMA UMAHLATHINI NABO UMAN UMAQHUDE UMBERTO DA PREDA UMBERTO TOZZI UMFAZI OMNYAMA UMIT SAYIN UMZANSI ZULU DANCERS UNCLE DANNY UNCLE HO UNCLE JIM UNCLE TUPELO* UNDISPUTED TRUTH UNIAO DA ILHA DO GOVERNADOR UNIDA UNIDOS DE LUCAS UNIDOS DE TIJUCA UNIK-KO UNINVITED UNION UNITED FUTURE ORGANIZATION UNITY UNLIMITED TRADITION UNSANE UNSUNG HEROES UNU MONDO UP, BUSTLE AND OUT UPTOWN URBAN JAZZ NETWORK URBAN SOUL URBIE GREEN URGE URGE OVERKILL URI FINEMAN US3 USCHI BAUER USTAD IMRAT KHAN UYUPHURO UZ 22 V-ROYS V.S. UNION VAGA SPELMANNSLAG VAIHI VAL GARDENA VAL MAGYAR VALENTINES

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/22/2006 SoundExchange Unpaid Artist List Page 171 of 179

VALERIA VISCONTI VALERIE GEORGE VALERIE'S GARTEN VALLEY BOYS VAMP VAN ALLES WE M.M.V. C.V. DE LOEIERS VAN LESTER VANCE GILBERT VANESSA BELL-ARMSTRONG VANESSA PARADIS VANIA BASTOS VANITY 6 VAPOURSPACE VAQUERO'S MUSICAL VARIOUS ARTISTS.. VAROUJ VASILIS KARAS VASILIS PADAKONSTANTINOU VASSO OVALE VAST VAUGHAN MASON AND CREW VAUGHN MONROE VAYA CON DIOS VELAS VELOCITY GIRL VELVETONES VELVETTES VENOM VENTER PA FAR VERA LYNN VERBENA VERBOW VERED KLEPTER VERNELL BROWN JR. VERNON GARRETT VERSUS VERT VERTEX VERTICAL HOLD VESLEMOY SOLBERG VESTA VETERINARY STREET JAZZ BAND VIANNIS PARIOS VIBRAZIONI PRODUCTIONS VIBROLUSH VIC CHESNUTT VIC DANA VIC MIZZY AND HIS ORCHESTRA VICENTE FERNANADEZ VICENTICO VALDES

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/22/2006 SoundExchange Unpaid Artist List Page 172 of 179

VICKI HANSEN VICKI RICHARDS VICKI YOH'E VICKY KARITOU VICKY LEANDROS VICKY MOSCHOLIOU VICKY MOSCOLIOU VICKY SAMPSON VICO C VICTIMAS DEL DOCTOR CE REBRO VICTOR ANGELES VICTOR GARCIA VICTOR HEREDIA VICTOR MANUELLE VICTOR ROQUE VICTOR VICTOR VICTOR WOOTEN VICTOR Y SHIRO VICTOR YTURBE VICTORIA HAWKES VICTORIA KALKITI VIDEOS VIDNA OBMANA VIENNA STATE OPERA ORC HESTRA VIENTO NORTENO VIEUX DIOP VIGILANTES OF LOVE VIKINGS GUADELOUPE VIKTOR LAZLO VIKTORIA SALON-KAPELLE VILAYAT KHAN VILLAGE PEOPLE VILMA PALMA E VAMPIROS VINCENT HALL VINCENT HERRING VIP BAND VIP MUSIC AND ARTS SEMI NAR MASS CHOIR VIPS BAND VIRGINIA LOPEZ VIRGINIA REEVES-DUNBAR VIRGOS MERLOT VISION A.D. VISION OF DISORDER VISIT VENUS VITAMADE VITAMIN F VITAMIN L VITCTORIA KALKITIA VITO MARLETTA VIVA BRAZILIA

http://63.236.111.137/j sp/unpaidArtistList.j sp 9/22/2006 SoundExchange Unpaid Artist List Page 173 of 179

VIVA MALPACHE VIVIAN CHOU VIVIENNE SEGAL VLADIMIR ASHKENAZY VLADIMIR HOROWITZ VOCAL SAMPLING VOCES DEL RANCHO VOICES OF THEORY VOICES OF UNITY VOIVOD VOLKE LECHTENBRINK VOLUMES VON SUPPE VON WEBER VONDA SHEPARD VOX III VOYAGE VUYANI QALI 8 JOINT EFFORT VYBE W.A. MATHIEU W.A.S.P. W.C. W.O. SMITH MUSIC SCHOOL WACO BROTHERS WADE HAMMOND WADE RICHARDSON WAGNER TISO WAILERS WAIMEA MUSIC FESTIVAL WAIPUNA WAITING WAKAFRIKA WALDEMAR BASTOS WALDO'S PEOPLE WALL OF VOODOO WALLACE DAVENPORT WALLY FAWKES WALLY GARZA Y SANGRE TEJANA WALLY SCHNALLE QUINTET WALT GROLLER ORCHESTRA WALTEL BRANCO WALTER 'WOLFMAN" WASHINGTON WALTER 8 SCOTTY WALTER AFANASIEFF WALTER BORUTA WALTER GROOTAERS WALTER LEGAWIEC & HIS POLKA KINGS WALTER OSTANEK WALTER TROUT WALTER WANDERLEY

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/22/2006 SoundExchange Unpaid Artist List Page 174 of 179

WALTHER BLADT WANDA JACKSON WANDA NERO BUTLER WANDA SA E ROBERTO MENESCAL WANDER PIRES WANDERLUST WANDO WANG CHUNG* WANG HSUN WANG SHENG-DI WANG WEN-LI WANG YING WARDA WARLOCK WARNER MACK WARRANT WARREN G. WARRIOR SOUL WASHINGTON PHILLIPS WATERBONE WATERMARK WATUSSI WAYNE CHAULK WAYNE HANCOCK WAYNE HENDERSON WAYNE 0 WAYNE SHORTER WAYNE WADE WAYNE WATSON WC WC 8 THE MAAD CIRCLE WE FIVE WEATHER GIRLS* WEDGE WEI YANG WEN BING SHIH WENDELL RIVERA WENDY MOTEN WENDY SHAW WENDY VAN WANTEN WENG WEN-LI WERNER DREXLER ORCHESTRA WES WES KING WESLEY DENNIS WESS-EDISON ORCHESTRA WEST ANGELES COGIC MASS CHOIR WEST NKOSI WESTBAM WESTERN FLYER

http://63.236.111.137/jsp/unpaidArtistList.jsp 9/22/2006 SoundExchange Unpaid Artist List Page 175 of 179

WESTSIDE CONNECTION WET WILLIE WHEN IN ROME WHITEHEART WHODINI WHORGASM WHORIDAS WICHY CAMACHO WICKED MARAYA WIDE WIDE BOY AWAKE WIDOWMAKER WIGBERT WILBERT HARRISON

WILCO'ILD CHERRY" WILD STRAWBERRIES WILDCHILD WILFRIDO VARGAS WILHELM STRIENZ WILKINS WILL BRADLEY WILL ROGERS WILL TO POWER WILL TURA WILLI ONE BLOOD WILLIAM AURA WILLIAM CANO WILLIAM DEVAUGHN WILLIAM EATON ENSEMBLE WILLIAM ELLWOOD WILLIAM MOROSI WILLIAM RAMIREZ WILLIAM SHELLER WILLIAM TABBERT WILLIE 8 LOBO WILLIE AMADEO WILLIE AND LOBO WILLIE CORTES WILLIE CRESPO WILLIE GONZALEZ WILLIE HUTCH WILLIE MAX WILLIE PORTER WILLIE RIVERA WILLIE ROSARIO WILLIS PRUDHOMME WILLMAN CANO WILLY PORTER WILLY SOMMERS

http://63.236.111.137/jsp/unpaidArtistList.j sp 9/22/2006 SoundExchange Unpaid Artist List Page 176 of 179

WILTON FELDER WIM DE CRAENE WIM MERTENS WIM RAVELL WINANS WINANS PHASE 2 WINDBORNE WINDOWS WINK WINSTON "FLAMES" JARRETT WINSTON JARRETT WINSTON MCANUFF WINSTON STEWARD WIRE TRAIN WITCHERY WITCHES WITHIN WITHSTAND WITNESS WIZZ WOLFGANG HERMANN WOLFGANG HERRMANN WOLFGANG MICHELS WOLFGANG PETRY WOMACK AND WOMACK WONG ON-YUEN WOOD WOODY MANN WOOLIES WORKSHY WORL-A-GIRL WORLD BANG WORLD PATROL KIDS WOUT STEENHUIS WOZA AFRICA WRATHCHILD AMERICA WRECKAGE INC. WU CHAD-HAN WU SUHUA WU WENGUANG WU ZHAOJI WU-TANG CLAN WYNN STEWART WYNONIE HARRIS X CLAN X-DREAM X-ECUTIONERS X-RAY SPEX XANTHI P ERAKI XARHAKOS

http://63.236.11 L 137/i sp/unpaidArtistList.i sp one nnnw SoundExchange Unpaid Labels http://63.236.111.137/jsp/label unpaid intro.jsp

&'Hartley ""'About SoundKxcitdngge ~ivtetttbershgfp" (Dovrnlc ad fortyish j QNewgs, ~ fAQ Related links Contact Vs

SOUND RECORDING COPYRIGHT OWNERS

The link below takes you to a list containing the names of all reporled sound recording copyright owners who stand to lose those royalbes collected from services making digital Vansmtssions of copyrighted sound recordings pursuant to statutory license between February 1, 1996 and March 31, 2000 snd first distributed by SoundExchange in November of 2001, if they do not register with SoundExchenge by December 15, sl I r 2006. h olla s Is t om ete I t o I os s und din co ht wner wit uncial ss s onl h s sub t oser Ites ursusn lo o ri ht ffl re u tl

kst, please dick If your name or your company's name appears on this list, or you legafiy represent s sound recording copyright owner on this here to download the appropriate forms and mail or fax them in no later than December 15, 2006I If you are unable to download the forms and need them mailed or faxed or should you have any questions, please feel free to email us at infottbsoundexchange.corn or call 202-828-0120. know If your name is not on this list and you are a sound recording copynght owner who has commercially released sound recordings, and you you have not already registered with SoundExchange, please register with us as we may already have royalties for you or msy receive royalbes for you in the future if your recordings are performed by digital music services appreciate If you know any of the sound recording copyright owners contained on this list or have contact information for them, we would greatly it if you would notify them that SoundExchange is looking for them or provide us with their contact information so that we csn reach out to them and pay them the royalties they are due. Thank you

Unpaid Label List

3:44 PM 1 ofl 9/27/06 SoundExchange Unpaid Label List http://63.236.111.137/jsp/unpaidLabelList jsp

LN~~ ~SOV~ttdEXCht~nye /NacaI QMar~SM+p ~DOWnlOatif~~ SAI2 ael. ~ links Ceaarct ea

,~ED4Ct'KSAQF

Filter tbr labela atartih9 with: ti2t3l4(5t8i9tAiBtetDiEiFJGtHiliJiKtLtMtNtOiPlQtRtstT[UlVlWiXtYtZiALL

Label Name 10BIRDS 1201 MUSIC 18TH AVENUE 19 NORTH 1ST AVENUE 2 KOOL 21 RECORDS 3 CHERRIES 3 JOTAS 32 RECORDS 321 RECORDS 30 WORLD 4 SHO RECORDS 4PLAY 51 WEST 898 RECORDS 911 RECORDS A STATE OF MIND ASD MUSIC ALR AARDVARK RECORDS ACAPELLA COMPANY ACCESS ACCORD ACCURATE ACOUSTIC RECORDS ACROBAT ADULT SWIM AEROSPACE AFFABLE AFFINITY AFG SIGMA AFM RECORDS AFRICAN PERCUSSION AGUILAR AHIJIAMA MUSIC AIM AIR ALAHAO ALAM ALAN DE CENZO ALANNA ALARMA WORLD MUSIC ALBANY ALCIONE ALEGRIA ALEHO ALEX ALIA VDX ALL ACCESS ALL AROUND THE WORLD ALLEGIANCE ALLELUIA ALLTEN RECORDS ALMA LATINA ALOHA ALORA ALPHABET CITY ALSHIRE

1 of 27 9/27/06 3:45 PM SoundExchange Unpaid Label List http://63.236.111.137/jsp/unpaidLabelList jsp

ALSTON ALTENBURGH ALTO ALWAYS ALIVE AMATI AMAZING AMBASSADOR AMBER MUSIC AMERICAN GRAMAPHONE AMERICAN MELODY AMIATA AMINO AMIR AMP AMUTHAM INC ANANSI ANCHOR ANCIENT SUN MUSIC ANES ANGEE PROD ANGEL FALL ANGEL PROD. ANIMO RECORDS ANOTHER PLANET ANTILLA AO MUSIC APHELION APONTE APSIS MUSIC AQUARIUS AQUARIUS INTERNATIONAL ARABESQUE ARBITER ARION ARPEGE MUSIQUE ARRIVAL ART AND SOUL ARTCOLOR ARTELIER MUSIC ARTIFEX ARYLIS ARZED AS IS ASEFRA ASLAN ASM MUZIK URETIM ASS ASTREE ATHLETICO ATMOSPHERES ATOMIC POP ATOMIC THEORY ATTEIRAM ATTITUDE AUBERGINE AUDIO AUDIO ALTERNATIVES AUDIOGRAM RECORDS AUREUS AUSTEX AUTHORITY AUTOMATIC AUTUMN AUVIDIS AVALON MUSIC AVAN AVANTE GARDE MUSIC AVEX AVID AVISPA AWAKENED AWAL AWOL

2 of 27 9/27/06 3:45 PM SoundExchange Unpaid Label List http://63.236.111.137/jsp/unpaidLabelList.jsp

AZTLAN RECORDS 8 8 W MUSIC 8 SHARP BABY BOOM MUSIC BABY GRAND BACHANNAL BAY BACK TO BASICS BACKSTAGE BAIN BAMA SWEET RECORDS BANCO POPULAR BANDERA REC BANKO BAR SCORING PRODUCTIONS BARBARD BARBER'S ITCH BARE BONES BART BATON BAXTER BAYFIELD BCI MUSIC BCP COMP BEACON BEAK BEAN BAG BEAR COUNTRY

BEASl'EAT RECORDS BEATFACTORY BEATNIK BEAU JOCQUE BEAUllFUL JO U.K, BEAUTIFUL MUSIC BEE CAT BEER DAWG BEHEMOTH BELL BUCKLE BELLA BELLAPHON BELLE VOCI BELLISSIMAI BELLRINGER BELTONE BEMBE BEN MOSH SERIO RECORDS BERLIN CLASSICS BERNER BEST BESTIN BOSTON BETHANY BETHLEHEM BETHLEHEM JAZZ BETTER BETTER DAYS BETTY BEYOND MUSIC BIBER BIG AS BIG BANG BIG EAR MUSIC BIG ISLAND REVIEW BIG TOP BIG WORLD BIGTIME BIRDOLOGY BIS BLACK DOG BLACK DOT BLACK FIST BLACK LION BLACK MARKET

3 of27 9/27/06 3:45 PM SoundExchange Unpaid Label List http://63.236.111.137/jsp/unpaidLabelList.jsp

BLACK PUMPKIN BLACK TIGER BLACK WOLF BLACKJACK BLACKWATER RECORDS BLANCO Y NEGRO BLIND NELLO BLOC BLOOD & FIRE BLUE BLUE BUBBLE BLUE CHICAGO BLUE DOLPHIN BLUE GECKO REC BLUE JACKET BLUE LOBSTER BLUE METEOR BLUE ORCHID BLUE ROCK'IT BLUE ROOM BLUE SUMMIT BLUE SUN BLUE TOMATO BLUE VISION BLUEPERRY HILL BLUES BUREAU BLUES LEAF BLUESTOWN BLUEWATER RECORDS BLUXO RECORDS BOMB SHELTER BOMBA BONA FIDE MUSIC BONG LOAD BONGO LATINO BOONA BORN AGAIN BOSTON RECORDS BOULDER'S CHILDREN'S PROD. BR BR UK BRADY BRAIN CHILD BRAN BRANSOUNDS BRAT BRAZILOID BRIDGER BRIGHT IDEAS PRODUCTIONS BRONCO BROWN LINE PROD BRUCE BRADLEY BRUK BUDA MUSIQUE BUDA RECORDS BULK MUSIC BULLDOG PRODUCTIONS INC. BULLION BURNING FLAMES BURNING WATER REBELLION BUS BUTTERFLY MUSIC/ITALY BWE MUSIC C&P C&S CABALLO LOCO'95 CABIN FEVER CACHE RECORDS CADILLAC FUND PROD. CAFFEINE CAGED CAIMAN CAL CON

4of27 9/27/06 3:45 PM SoundExchange Unpaid Label List http://63.236.111.137/jsp/unpaidLabelList.jsp

CALIBER CALLIOPE (CLASSICAL) CALLIPHORA CALMAN CAMDEN CAMINO CANASTERO MUSIC CANBY CANDELA CANDELSTICK CANDID CANEY CANIS MAJOR CANNONBALL CANTOS NUEVOS CANTUS CANVAS CANYON CAPRICCIO CARIBENO CARLTON CAROL CAROTTE CARPE DIEM RECORDS CARTAGENA CAT CATS PAW CDH RECORDS CEDAR GROVE CELL CENT CENTRAL STATION CENTROPA CHALET CHAMELEON CHAMPION CHANCELLOR CHANDI CHANSON CHAPEL CHASE CHATAHOCHEE CHE CHELSEA CHEMIST CHEMISTRY CHHANDA DHARA CHI CHILDREN'S MUSIC CONNECTION CHINTAMANI CHIPIE CHIPINQUE CHISWICK CHRISTIAN CHROME DOME CIRCADIAN CIRCUMSTANTIAL CITY OF ANGELS CITY OF TRIBES CLAN CELENTANO CLAN DILO CLARITY CLARITY SOUND S LIGHT CLASS CLASSIC CLASSIFIED CLAVES CLEAR HORIZONS MUSIC CLOUD CLUB TOOLS CLYDESDALE COALITION COASTLINE PRODUCTIONS

5 of 27 9/27/06 3:45 PM SoundExchange Unpaid Label List http://63.236.111.137/jsp/unpaidLabelList,jsp

COBALT COCONUT COCONUTGROVE CODA UK COLD FRONT COLDBAND COLLECTOR'S CLASSICS COLLEGIUM COLLINS CLASSICS COLOSSUS COMBAT COMBO COMBS MUSIC INTERNATIONAL COMEDY PARTNERS COMERCIAL COMMERCIAL COMP COMPLEAT COMPOSE COMPOST CONGRESS CONIFER CONSCIENCE CONTAMINATED CONTROL CONVOY COPPER COPPER CREEK CORINTHIAN CORN CORNER CORNERSTONE CORONA CORRECT CORRIERE CORRIERE DELLA COSA-NOSTRA COUNTRY TOWN COVENANT COYOTE COYOTE OLDMAN CRADLE RECORDS CRAMMED CRAVEDOG CRAZYHEAD CREASTARS CREWE CRiTICS CHOICE CROSBYS CROSS THREE CRUZ CRYSTAL CLEAR SOUND CRYSTAL ROSE RECORDS CRYSTAL SEA CUARTO MENGUANTE CUBOP CULBURNIE CULTURE PRESS CUNEIFORM CUP OF TEA CURTOM CUSTOMS HOUSE CUTTING CYBER CYPRESS D TRIBE D'BLUE RECORDS DA BOMB DAB LIU DALI DALLAS BLUES SOCIETY DAM DAMASCUS ROAD

6of27 9/27/06 3:45 PM SoundExchange Unpaid Label List http://63.236.11 L137/jsp/unpaidLabelList.jsp

DAMIAN MUSIC DANCE ITALY DANCE STREET DANGEROUS DANWELL DANYA RECORDS DARGASON MUSIC DARING RECORDS DARIUS FULLER DAYSTAR DE PELOS DEAL DEAUVILLE DECLIC DEEMO DEEP CAVE DEEP MUSIC DEEPSPACE DISC DEFECTED DELTONE DELUGE DEMON MUSIC GROUP LIMITED DENON DERECHOS RESERVADOS DEROCK DESERT DREAM DESIRE DESOTO DI DI SCHERLING DIA DIAMANTE DICK POWELL ENT. DIDO DIESEL DIFFUSION RECORDS DIG IT DIGITAL DIMENSION DIGITAL GENERATION DIGITAL HARDCORE DlJAZZAL DIMAR DIMENSION DIMSA DIN DINOSAUR DIRGE DISCMEDI DISCO E CULTURA DISCOCESA DISCOMANIA DISCOiVIODA DISCUBA DISK DISMEX SONOAMERICA DIVISION DK MUSIC DMI PRODUKSIYON DOG DOLCE & NUIT DOLPHIN DON'T RECORDS DONNA DOOBIE SHEA DOROHN DOUBLE P DOUBLE PLATINUM DOUBLE PLAY DOUBLE SHOT DOUBLE TIME DOUCE DOVE DOW

7 of 27 9/27/06 3:45 PM SoundExchange Unpaid Label List http://63.236.111.137/jsp/unpaidLabelList jsp

DRAMA! MUSIC DRESSED TO KILL DREXON DRR RECORDS DUBBLY DUCHESSE DUCK DUCK GOLD DUCK MUSIC DUKE DUKE STREET DUNES DUNIAPHON DUPAH DISCS DURE DURECO DUST 2 DUST DUYGU MUZIK DV MORE RECORD DYNO POLKAS EAGLE EARTH MUSIC EARTH NOISE EARTH PASSAGE MEDIA EARTHSEA EARTHVIEW MUSIC EARTHWORKS EBS RECORDS EDEN EDGAR CASTRO PRODUCCIONES EDSEL EFFERVESCENT PRODUCTIONS EGO RECORDS EIGHTBALL EL VIRREY EL-KING ELAN ELDORADO ELEMENTAL RECORDS LTD. ELEOS ELEPHANT ELEVATE ELFIN ELIBOR ELITE ELLIPSIS ARTS ELYSIUM EMERALD GREEN EMINENT EMPIRE MUSIC EMPOWER EMRE FLAK H.E. ENETROBANCA ENIGMA ENNEGRAM RECORDS ENSO ENTERTAINERS EPISODE EPM MUSIQUE EQUAL VISION EQUINOX RECORDS ERASMUS ERIC EROL KOBE PRODUKSIYON ES PARANZA ESCAPADE ESQUIRE ESSAY ESSENCE ESTUDIO EL DORADO ESX RECORDS ETCETERA ETHNIC

8 of 27 9/27/06 3:45 PM SoundExchange Unpaid Label List http://63.236.11 L137/jsp/unpaidLabelList.jsp

EUREKA EURO TROPICAL EUROTRACKS EVE RECORDS EVEJIM EVOCATIVE EVOKE EXCELLO EXCELSIOR EXITOS LATINOS EXPLICIT EXTRORDINAIRE F COMMUNICATIONS F-111 RECORDS FACE FAHRENHEIT FAIRFIELD FAMILY AFFAIR FAMILY FUN PROD. FAMILY PLANET FANDANGO FANTASTIC PLASTIC FAR OUT FAT CITY FAT HEAD FAT KATZ FAT NOTE FAT POSSUM RECORDS FEATHERWIND FEDERAL FEELIN'GROOVY FENIX FERN'S MUSIC FERNWOOD FESTIVAL FESTIVALBAR FFRREEDOM FIERCE FIESTA FIG FINE TUNE FIRST LIGHT FIRST QUAKE FIRST WARNING FIRSTTIMOTHYMUSIC FISH N'BROOK FIVE CORNERS FIVE MUSIC FIVE STAR FIVE STAR GENERAL FIXIT FLAME TREE FLAMMABLE FLARE FLASH DIFFUSION FLAT EARTH FLEDGLING FLEUR DE SON FLYIN'LOUD FLYTE FOGARTYS COVE FONOCARIBE FONOMUSIC FONTALIS FOR LIFE FOREVER MUSIC FORLANE FORTRESS FORWARD FOUR CORNERS FOUR FINGERS FOUR STAR FOUR WINDS

9 of 27 9/27/06 3:45 PM SoundExchange Unpaid Label List http://63.236.111.137/jsp/unpaidLabelList.jsp

FOX MUSIC, INC. FRANCOR FREEBASS FREELAND FREEZE FREMEAUX & ASSOCIES FREMUS FRESH FRUIT FRESH SOUND FRESH WINE FRESHWATER FRETRECORDS FROG ROCK FRUITION FUEL 2000 FULL EFFECT PRODUCTIONS S.C. FUTURE WAVE FUTURIST FUZZY FVA BMCD FYZYX MUSIC COMPANY G&D G-STONE GADFLY GALLO GAME GARBA GARLAND GARNI GATEWAY GAYLE FORCE GD PRODUCTIONS GECKO GENERAL RECORDING CORP. GENERATION GENEVOX GENLYD GER MAIN GET LOW GETRECORDS GHETTO RUFF GLADES GLASSNOTE RECORDS, INC. GLIDER GLOBAL BEAT GLOBAL PLANET GLOBAL SOUND GLOBE GLOBESTYLE GLOBO GLOSSA GO GIRL GO JAZZ GO-KART GOD'S LITTLE ACORN GOKSOY GOLD KOAST GOLD MOON GOLDBAND GOLDEN GATE GOLDEN WORLD GOLDIES GOLDSERIE GOOD MUSIC GOTHAM GOULDWORKS GOUVEIA RECORDS GOZANDO MUSIC GRADTECH COMPANY GRAND SLAM GRANDMA KATHERINE'S GRAVADORA ELDORADO GRAY DOT

10 of 27 9/27/06 3:45 PM sp/unpaidLabelList.jsp SoundExchange Unpaid Label List http://63.236. 111. 137/j

GREEK ISLAND GREEN HILL GREEN TRAX GREENER PASTURES GRILLED CHEESE GRITA RECORDS GROOV-IT GROOVE GROOVE DADDY RECORDS GROOVE HOUSE GROOVE TIME GROUND SWELL GUCCI GUILD GUN GUSTO GYPSY H.O.LA. HALL OF FAME HALLUCINATION HAMILTON HANAN INC. HANNA-BARBERA HAP-PAL MUSIC HAPPY DAYS HAPPY RECORDS HARIKA KASETCILIK HAWAII DUB MACHINE HAY HOLLER HAYDEN'S FERRY HEADFIRST HEADHUNTER HEALING ART HEART MUSIC HEARTBEAT CITY HEATHEN HEAVEN BOUND RECORDS HEAVYWEIGHT HEINZ MUSIC HELIOS HELL HELLARD & COMPANY HEMISPHONO HENRY ST. HEP-CAT HERGE PRODUCTIONS HERITAGE HERWIN HERZOG HIHORSE HI SONS HI-HO HI-RISE MUSIC (UK) HIBISCUS HIGH ACTION HIGH GRADE HIGHER EDUCATION HIGHLAND PIANO STUDIO HIKI NO RECORDS HILLSDALE RECORDS HIT HO'OLI HOLY TOLEDO HOMAGIC HOMELESS ENTERTAINMENT HOOK HORUS HOT LINE HOT MIX PROD. HOT MUSIC HOT PRODUCTIONS HOUSE NATION HUGE SECRET RECORDS

9/27/06 3:45 PM 11 of 27 SoundExchange Unpaid Label List http://63.236.111.137/jsp/unpaidLabelListjsp

HUGO HULALI HUMILITY HUNDRED HUNGAROTON HURDNIA HY-SAM HYPNOS I.M. ICE RECORDS IDOC PRODUCTIONS IDYLLIC RECORDS IEMPSA IGUANA ILLTOWN ILS INTERNATIONAL IMA RECORDS IMAGEMAKER SOUND IMAGINEER IMPOSSIBLE IN JOY MUSIC IN THE WINVS EYE IN TIME INCREASE INDEROC INDIGO INDOCHINA INDOLENT RECORDS INDUSTRIA INFINITONE RECORDS INNER SPIRIT INNER WORLDS INNERSTATE INNERWORKS INNOVATIVE COMMUNICATION INSIDE MEMPHIS INSTINCTIVE INTELLIGENT INTERCON INTERMEDIA INTERNAL BASS INTERPHON INTERSTATE INTERTALENT INTRADA INVINCIBLE INZANE IRIS IRMA AMERICA IRON AMERICA ISADAR MUSIC ISBA MUSIC 8 ENT. ISTANBUL 17S MAGIC IVAN MUSIC IVORY MOON J. CURVE JA RECORDS JACK JACKET JAG REAL MUSIC JAGGAR JAMPR0 JARRELL JAY JAY RECORDS JAZZ ALLIANCE JAZZ ARCHIVES JAZZ FOCUS RECORDS JAZZ HOUR JAZZHEADS JAZZIZ JAZZLAND JC

12 of 27 9/27/06 3:45 PM SoundExchange Unpaid Label List http://63.236.111.137/jsp/unpaidLabelList.jsp

JEN PRODUCTIONS INC. JERICHO JESTER JET SET JGI PRODUCTIONS JOKE JOKEN JOKER MUSIC JONATHON WORLD LTD JOSY JOW JOY JUKEBOX JUMP IN JUNA JUNE APPAL JUNGLE SKY JUNIOR JUNIOR BOYS OWN JUST JUST DO IT RECORDS JW K SCOPE KAHALA MUSIC INC. KAHALE KAHUNA CUTS KAIMU KALITE PLAK KALLE FORNIA KANAI'A KANI KAPILA KANIU KARAMEL KARDINA RECORDS KARDUM KARIBA KARMIS KARUSSELL KAVERI KAZU KEM-DISC KENWOOD KERVAN KIDS USA MUSIC KlJIMA KILI KIND OF GROOVE KINDERCORE KING (TAIWAN) KING (USA) KING BEE KING SIZE KINKAJOU KIPUKA KLIP KLONE KNIGHT RECORDS KNOB KNOWLEDGE OF SELF KOALA KOKONUTTRECORDS KOKOPELLI KOLD KOLIFON KOLIPHONE KON-KORD KONTOR KORD INT. KOSMO KOSMOS KROSFYAH KUCK KUDZU

13 of 27 9/27/06 3:45 PM 137/jsp/unpaidLabelList.jsp SoundExchange Unpaid Label List http://63.236.111.

LBJ MUSIC LA LOUISIANNE LA LUZ RECORDS LABELLE NOIRE(BELGIUM) LABOR LAGO LAGOON LAIKA LAKEFRONT PRODUCTIONS LAR LAST BEAT LATIN CRUSADER LATIN MUSIC LATINUM RECORDS LAUGHING CAT REC LAUGHING MEDUSA LAVALAND LAZY BONES LAZY S.O.B. RECORDINGS LE CHANT DU MONDE LE JAZZ LEADER LEAHY LEBLON RECORDS LECTION LEFRAK-MOELIS LEGATO CLASSICS LEGRAND LEISURE LEKTRONIC LENOX LEO MUSICAL LEOPARD SKIN LETHAL RECORDS LEVESQUE LIFE FOUNDATION LIFELESS LIM FAMILY ENTERPRISES LINDEN LINE LINC VINYL LIONEL LIONMAN RECORDS LIPSTICK LITH LITURGY LO MEJOR LOCH NESS LONG ARM LONG ISLAND LOS HERMANOS LOS TOROS RECORDS LOST BOYZ RECORDS LOST NITE LOUTEC RECORDS LOVEABLE CREATURE LOW SENSE LOW SPIRIT RECORDINGS LOWANSA LOWRIDER PRODUCTIONS LUCKY LUGHNASA MUSIC LUMAR LUMIAR DISCOS LUNAR ECLIPSE LUV LUXURY LYREBIRD LYRICHORD LYRICK M.I.L. MULTIMEDIA MACOLA MAD KAT

9/27/06 3:45 PM 14 of 27 SoundExchange Unpaid Label List http://63.236.111.137/jsp/unpaidLabelList jsp

MAGENTA MAGI MAGILLACUTIY MUSIC MAGMA MAGNA MAGNET MAGNUM AMERICA MAGRATHEA MAIBOOZ MUSIC MAIN MAJESTIC MALA MALAIKA MALANDRO MALAPASO MALARKY MALIMBA MALTESE RECORD CO. MAMO MAMOU MAN'S RUIN MANATEE MANGOANDSWEETRICE MANITOU MANZANA MAR INTERNATIONAL MARCAS MARISOL MARITACA MARK HANDLER MUS MARLIN MAROLO MARS MARS MUZIK YAPIM MARZIPAN MUSIC MAS MUSIC MASSAI MASSIVE B MASTER DANCE TONES MASTERS MATIZA MAUSOLEUM MAW RECORDS, INC. MAX MUSIC & ENTERTAINMENT, INC. MAXIMA MAXXRECORDS MAYHEM MAYO REC MAYPE MC KENZIE MC PRODUCTIONS MECHANIC MEDIA MEDITERRANEO MEGA MUZIK MEGAFORCE MEHDI MELABY MELENDO MELODIA RECORDS MELO DIE MELODIEMAKERS MELOPEA MEPHISTO MERENGUERO MERRY MAKERS MERT MESSIDOR METAMUSIC METR METROMEDIA METROPOLITAN MIA

15 of 27 9/27/06 3:45 PM SoundExchange Unpaid Label List http://63.236.111.137/jsp/unpaidLabeIList.jsp

MIA RECORDS MICHAEL THOMAS PROD. MICHEL MID TOWN RECORDS BV MIDLAND INT. MIDM MIDNIGHT CREEPER MIDNIGHT FANTASY MIGHTY MIGHTY TIGER MIKA MILK MINI MINOS MIRA MIRAFLORES MIRAGE MIRALTA MISS BUTCH MISSION MIX-IT-UP MIXMAG MIZ MO'I MODERN VOICES RECORDS MOKI MOLLY GAMBLIN MUSIC MOMENT MOMENTUM MONAD MONS MONTANO MONTUNO RECORDS MOODY MOON MUSIC MOON PIE IN SKY MOON SKA MOON SURFER REC MOONBRIDGE MORGAN CREEK MORNING CREW MOSHE LEVI MUSIC MOTEL MOTHER EARTH MOTHER OF PEARL MOTLEY MOTOR MOU MOVIE PLAY MOVING SHADOW MPRESS MULTIPHASE MUNICH RECORDS MUSADISC MUSE MUSIART MUSIC & ARTS MUSIC & WORDS MUSIC ARTS MUSIC BOX PROD MUSIC DIGITAL MUSIC FOR NATIONS MUSIC HALL MUSIC MEMORIES MUSIC QUEST MUSIC SALES CORPORATION MUSIC TODAY MUSIC VARS MUSIC WEST MUSIC, BY GOSH! MUSICA DEL SOL MUSICA ESTIVAL MUSICA LATINA

16 of 27 9/27/06 3:45 PM SoundExchange Unpaid Label List http://63.236.111.137/jsp/unpaidLabelListjsp

MUSICA SOLARE MUSICA TRADICIONAL MUSICMAKER MUSICMASTERS MUSICRAFT MUSIDISC MUSIKFEST MUSIQUE D'ABORD MUSIVISA MUSIX MUTANT SOUND SYSTEM MYSTIC MYSTIC REGGAE SOUNDS MYSTIC VISIONS NAGEL HEYER RECORDS NANA NANI LAWAI REAL NARCOTIC NASTYMIX NATASHA IMPORTS NATASHA RECORDS NATHALIE NATIONAL CHRISTIAN CHOIR NATIVE GROUND MUSIC NATURAL VISIONS NATURE RECORDINGS NEBULA NECROPOLIS NEFERTITIRECORDS NEIGHBORHOOD NELSON RECORDS NEOBILLY NEON NIGHTMARE NESAK NESE MUZIK YAPIM NEVER NEW HAVEN NEW MOON NEW PAIR O'IMES NEW PERSPECTIVE JAZZ NEW ROSE NEW SOUNDS COMPANY NEW VOICE NEWlQWN MUSIC NEXT HORIZON NICKELBAG NIGHT LIFE NIGHT SKY NIGHTWATCH NINEBA NINETY SIX SOUNDS NIPTUNE NISIM NOAZART NOBLE VISION NOEL NOIR NORTH SOUTH NORTHCOTT NORTHWEST SIDE NORTHWOOD NORWAY MUSIC NOTE, RECORD AND TAPES NOTEWORTHY RECORDS NOUVEAU NOVA NOVAMUTE NOVEMBER NOVOX NOW NPE DISCOS NPR CLASSICS NU GROOVE

3:45 PM 17 of 27 9/27/06 SoundExchange Unpaid Label List http://63.236.111,137/jsp/unpaidLabelList jsp

NUCLE NUCLEAR NUEVE DE COPAS NUEVO SOL NUEVOS MEDICS NULL NUMERO UNO 0 TEAM OAK LEAF OAKLAWN OCORA OCTOROON BIOGRAPHY OFF BEAT OFFICIAL JOINTZ GHANA OHKLECTIC RECORDS OID MORTALES OKEY OLIVIA OMOTOSH 1997 ON-U SOUND ONE ONE GLOBE ONE PLANET ONE VOICE ONE WORLD ONLY NEW AGE MUSIC ONYX OPCION SONICA OPEN ROAD OPERA RARA OPTIMISM

OPUS 111 ORCHARD LANE OREADE MUSIC ORGANIC ORIENTAL ORIGINAL BLUES CLASSICS ORIGINAL CAST ORIZZONTE ORLANDO OS-NIX OSPREY RECORDS OTTAVO OUTCASTLE OUTERSPACE OUTSPOKEN OVAH OVERTURE OXYGEN SILVER CAB P-VINE PA'ANI PACIFIC PAGE PAHINUI PAINTED SMILES PALLAS PALMETTO PALMOR PALU PAMPLIN PAN RECORDS PANARTRECORDS PAPER MUSIC PAR PARADIGM PARADISE PARS VIDEO PARTRIDGE PASSPORT PC MUSIC PE-KO PEACEFUL

18 of 27 9/27/06 3:45 PM SoundExchange Unpaid Label List http://63.236.111.137/jsp/unpaidLabelList.jsp

PEKER MUZIK YAPIM PELICAN PENTAFLOWERS PENTAGRAM PENTHOUSE PEOPLE PEPEIAO PEPPER PEPPERMINT JAM PEREGRINA PERFECT PITCH PERFIL PERFORMERS PERMIAN PETERFEATURES RECORDS PHAR PHAT PHD MUSIC PHILLIES PHILLY GROOVE PHONODISC PHONOKOL PHONOMASTER PHONOTYPE PIANO ONE RECORDS PICKWICK PILLAR PRODUCTIONS PILZ PIMIENTA FINA PINGUIRO PIVETE PLAN B RECORDS PLANET PLANET EARTH PLANETARY PLATINUM GROOVE PLATINUM PACIFIC PLAY IT AGAIN SAM RECORDINGS PLEIADES PNO TUNA MUSIC PO-TOWN PODIUM POETMAN POHAKU POINT MUSIC POND PONYCANYON PONYGIRL POP ART RECORDS POP MIX FORD.INTERNACIONLES PORK PORTO POSH BOY POST RECORDS INC POW WOW PRELUDE PRES PRIDE PRIMICIAS PRINCE'S MUSIC PRISM PROJAZZ PROJECT 3 PROJEKT PROMAX PROMINENT PROMOX CONTINENTAL PROPRIUS PROST PROXI MUSIC PU'UNAUE

19 of 27 9/27/06 3:45 PM SoundExchange Unpaid Label List http://63.236.111.137/jsp/unpaidLabelList.jsp

PUKKA PULANI PULLEN MUSIC PURNIMA PUSSYFOOT PYE RECORDS Q QUALITY QUIRKWORKS QUIXOTIC LONDON R MUSIC R&S RECORDS RADHIKA MILLER MUSIC RAGING BULL RAGS RAIN RAMEX RAMI RANCHERO RANK RARE DUCK RECORDS RASA MUSIC RAW SHACK RC ENTERTAINMENT RE-BOP REACH REAL TIME RECORDS REALM RECEIVER RECON RED BARN RED BIRD RED BRUIN RED CHAIR RED DOG EXPRESS REDSTONE REFLEX RECORDS RELAX-IN RELAY RELDS RELUCTANT ANGEL MUSIC REMEMBER RENAISSANCE RENDEZVOUS RENE GAILLY RENES PRODUCTIONS REPEAT RESERVOIR RESISTENCIA RETLAW REUVANI REVIVENDO REVOLT REY REYES RECORDS RHIANNON RIALTO RECORDS RICO RICORDI MUSIC RIDGE RIGHT TOUCH PROD. RIKRAND RID STAR RIP RIP-IT RISING SONS RISK RITA RITUALS RITUALS OF TRINIDAD RIVER RIVER ROAD RIVERBOAT RIVERBOY

20 of 27 9/27/06 3:45 PM SoundExchange Unpaid Label List http://63.236. 111. 137/jsp/unpaidLabelList.j sp

RIVIERE RIZANNA MUSIC RM ROADSHOW ROBIN MILLER PROD. ROBOBUILD LTD ROCK DOG RECORD ROCK MASTERS ROCKY ROAD ROHIT ROL RONNY SETNIKER'95 ROO ART ROOSTER BLUES ROPEADOPE ROSE ROTTEN ROUBIK ROXBURY ROYALTY RTI RTVE RUBY RUFRECORDS RUMBAJAZZ RUMBECA RUMOR RURAL RHYTHM RUTIS RV INTERNATIONAL RY SACKVILLE SACRED GROUND SAFIRO SAGE ARTS SAGLICCO SAHIN SAHKO SAINT SALSA INTERNATIONAL SALSA NRT SALUDOS AMIGOS SAMBUCA SAMSON MUSIC SANDSTONE MUSIC SARAYA SARZO SATELLITES SAVAGE SBE CLASSICS SCARLET SCENARIO SCEPTER SCHERLING SCHOOLKIDS RECORDS SCI-FI RECORDS SCORPIO SCRIMSHAW SDA MUSIC SEA BREEZE SEASONS SEAWARD LIMITED SEECO SEED SELECT SENTAR SEQUEL RECORDS SERIES SGP MUSIC SHA-LA SHADE OF CREATION SHADOW MOUNTAIN SHADOW PLAY

21 of 27 9/27/06 3:45 PM SoundExchange Unpaid Label List http://63.236.111.137/jsp/unpaidLabelList.jsp

SHAKALA SHAMTOWN SHANDEL SHARP SHEER SHEER PANIC SHEFFIELD LAB SHELL POINT SHIFT SHOCK SHOCK AUSTRALIA SHOWCASE SHOWSTOPPERS SIDE SIDERAL SIERRA SIGIA SIGNATURE NOTES SILEX SILLY SILVER EAGLE SILVER LINING SILVERWOLF SIMAX SIMPLICITY SINDISKERA SISU MUSIC SIT SJ RECORDS SKUNK SKY INTERNATIONAL SLAB SLACK SLAMAJAMA SLEEPING BAG SLEEPWALKER PRODUCTIONS SLEIGH BELLS SLICED BREAD SLINGSHOT SLYPUSS

SMALL DOG A-BARKIN'MEAR

SNAKE RIVER SOCAN SOLO EXITOS SOM LIVRE SOMETHIN'LSE BONA GAIA SONERO SONET BONGO SONIC ATMOSPHERES SONIC EDGE SONIC IMAGES SONIC SOUNDS SONNYS POP SONG SONG DISC SONOGRAMA SONOTONE SONRISAS SOOZAROO SOPHIA SOUNDS SOSA RECORDS SOTANO RECORDS SOUL SOUL CITY SOUL CLASSICS SOUL DUMP SOUL FURIC DEEP SOUL VIBRATION SOULO SOUND

22 Qt 27 9/27/06 3:45 PM http://63.236.111.137/jsp/unpaidLabelList.jsp SoundExchange Unpaid Label List

SOUND CASTLE YOSHIZAWA SOUNDIMAGES SOUND MEX SOUND OF AMERICA SOUND OF GOSPEL SOUND SENSATION SOUND STUDIO SOUND WAVE RECORDS SOUNDBOY SOUNDDESIGN SOUNDMEX SOUNDS OF YESTERDAY SOUNDS TRUE SOUNDSCAPE PRODUCTIONS SOUNDWORKS SOUR SOUTH SOUTH CHINA RECORDS SOUTH WEST SOUTHERN SOUTHERN TRACKS SOUTHPORT SPACE PRODUCTIONS SPARTACUS SPECIAL MUSIC SPECTACULAR SPECTOR SPERM SPG MUSIC PRODUCTIONS SPHERE SOUND SPONGEBATH SPONTANEOUS SPORTLINE SPRAY SPRINGWATER REC SQUARE DISCS SQUIRREL BOY SSR FREEZONE STAGEWAY e STAMAN MUSIC STANG STAR TRAK RECORDS STARDAY STARDOG STARLIGHT STARR

STARSHIP'TASH

STEADY RECORDS STEED STEEL FISH STEEPLECHASE STELJO STEP ONE STEPHEN MACDONALD PRODUC STEPPING STONE STEREO DELUXE STEREOPHILE STERNS STILES STILL LIFE STM STOCKHOLM RECORDS STOMP OFF STONE POET STONEBRIDGE STRAIGHTLINE STRAWDOGS STREETJAZZ STRESS STRICT STRICTLY BUSH STUDIO PARK

9/27/06 3:45 PM 23 of 27 SoundExchange Unpaid Label List http;//63.236.111.137/jsp/unpaidLabelList.jsp

STUDYO MARSANDIZ SUAVE HOUSE SUB GROOVE SUBURBAN HOME SUGAR CANE SUGAR FIX SUGAR RECORDS, LTD. SUICIDAL RECORDS SUM RECORDS SUN RED SUN SUNDI SUNDOWN RECORDS SUNKISSED RECORDS SUNNY RECORDS LTD SUNNYVIEW SUNTAN SUPERSONIC SUPERSTITION RECORDINGS SUPREME SUREFIRE SV SWAY GYPSY SWEET MOTHER SWEET RAIN SWEET SAX SWING OUT SWING RECORDS SY-S-STARS SYBERSOUND SYMARK SYSTEMATIC TABLE TOP TACCA TACKLEBOX

TAFAR I TALKIN'OUD TALL TAN YAH TANGERINE RECORDS TARA TARAGON TARHUT TAS SONAO DISCOS TC TDM MUSIC TEAL TEAM TEAR DROP TEJANO TEJANO PROUD RECORDS TEJAB TELEDISC TEMPA & FONEKS TEMPLE RECORDS TEMPO TERRACE TERRES TESTAMENT TEXAS ROUND-UP THATS ENTERTAINMENT THC RECORDS THE BECKONING & AVATHRA THE KIDS SHOP THE MUSICAL MOLLUSK THE NATURE COMPANY THE RELAXATION COMPANY THE SIGN PRODUCTIONS THIRD BEAT THIRD MILLENNIUM THIRD PARTY THOROFON THREE BEAT MUSIC THREEMAN

24 of 27 9/27/06 3:45 PM SoundExchange Unpaid Label List http;//63.236.11 L137/jsp/unpaidLabelList.jsp

THRIVE TIDEMARK TIE TIFFANY RECORDS TIMBRELINE TIMBUKTU TIME DANCE REC TIME ITALY TIMELESS RECORDINGS TITANIC TLN MUSIC TODD TOKA TOKYO TOMORROW RIVER MUSIC TONEBAR TONG TONGA TONY MERCEDES TOO WILD PROD. TOP TOP CAT TOP RANK TOP TAPE TOPKAPI TORJAN RECORDINGS LTD. TORNADO TOTAL TOWER TOWN CRIER TOXIK TRADEWINDS TRADITIONAL SOUNDS TRAILHEAD TRANCE EUROPE EXPRESS TRANSITION MUSIC TREBLE V TREE RECORDS TREMA TREMOLO TRI-SURF TRILL TRINITY TRIPLE CROWN TRIX TROPIC SUN TROPICAL HAMMER TROUBADOUR TRU-BELIEVERS TRUMYSTIC TRUSPACE TRUTH MINISTRIES TSUNAMI TT HALL ENTERPRISES TUCANES, INC. TUMBAO TUMBLEWEED TURN UP THE MUSIC TURNSTYLE TURQUOISE TUSK TWENTY-ONE TWIN TONE TWISM TYE-DYE TYSCOT UBIQUI'IY ULTIMATUM ULTRAPHONIC ULTRAPOP UMMM RECORDS UNDERDOG UNDERGROUND CONSTRUCTION

3:45 PM 25 of 27 9/27/06 SoundExchange Unpaid Label List http://63.236.111.137/jsp/unpaidLabelList.jsp

UNDERTOW UNION CITY UNISOUND UNITED UP UP RECORDS UPPITYCRACKER UPSTAIRS URB N'FLO URBAN URGE URGENT MESSAGE UZELLI V-WAX VAI AUDIO VALIANT VALLEY VUE VALOIS VANLO VAPIELLE VAPOR VECTRON VELAS VELVET DWARF VELVET RODVEN VENT VERG VERTIGO VETCO ENTERPRISES VGR RECORDS VICEROOTS VICEROY MUSIC VICTO VICTOIRE VICTORY MUSIC VIDEOLAR'91 VILMA REC VINTAGE VIPER'S NEST VIREO VISION VISION COMPANY VISOM VISTA VISUAL MUSIK VITAL SOUNDS VOICE OF LEBANON VOIX DE L'ORIENT WAAKO WAIAKA RECORDS WAIKIKI RECORDS WALKING ANGEL WALL STREET WAND WARP WATER LILY WATERMELON WEEDED WEISER WELL IN TUNE WELT MUSIK WELT WUNDER WEST ANGELES WESTFEST WHEATON RECORDS WHITE CAT WHITE LION WHITE OAK WHITE WOLF WHO DUN RECORDS WHO'S THAT BEAT WHY NOT WILD

26 of 27 9/27/06 3:45 PM SoundExchange Unpaid Label List http://63.236.111.137/jsp/unpaidLabelList.jsp

WILD DOG WILD LIFE WILD RIVER WILDCAT WILLOW TREE WIND WINDSONG WINDSTAR WIRL RECORDS WOLFGANG WOMAD WOND WONDERDRUG WOODSIDE AVENUE WOOL WOOLY WORLD WORLD ARTISTS WORLD AUDIO WORLD CLASS GOSPEL WORLD DISC WORLD DOMINATION WORLD MUSIC LIBRARY WORLD RENOWNED SOUNDS WORLD WIDE GOSPEL WORLDLY MUSIC WORLDWIDE WRAP WRIGHT WRL NET WS LATINO WSD PROD. WU-WAY X-IT X-TRA XDOT XONIC XS RHYTHM YARD YELLOW YIKES YILDIRIM FLAK YING YANG RECORDS YO MAMA YOSHITOSHI YOUNG BLACK BROTHA YOUNGHEART MUSIC YOUR MUSIC SOURCE Z ENTERTAINMENT ZANNA DISCS ZEN ZERO ZINC ZODIAC ZONA FRANCA ZONE ZULU ENSEMBLE ZUMER

27 of 27 9/27/06 3:45 PM

Royalty Logic Inc. Exhibit 11

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK (White Plains)

UNITED STATES OF AMERICA, ) ) Plaintiff, ) ) -v- ) Civil Action No. 41-1395 WWC ) AMERICAN SOCIETY OF COMPOSERS, ) AUTHORS AND PUBLISHERS, et al., ) ) Defendants ) ) ) UNITED STATES OF AMERICA, ) ) Plaintiff, ) Civil Action No. 41-1395 ) (WWC) -v- ) (relates to former ) Civil Action No. 42-245) AMERICAN SOCIETY OF COMPOSERS, ) AUTHORS AND PUBLISHERS, et al., ) )' Defendants

MEMORANDUM OF THK UNITED STATES IN RESPONSE TO PUBLIC COMMENTS ON THE JOINT MOTION TO ENTER SECOND AMENDED FINAL JUDGMENT TABLE OF CONTENTS

I. INTRODUCTION ..

LEGAL STANDARDS A. The Procedures For Giving Public Notice Of The Pending Order And Inviting Comment Were Appropriate .. 3 B. The Legal Standard Governing The Court's Public Interest Determination ... 4

RESPONSE TO COMMENTS . ...6 A. Summary of Public Comments ...... 6 B. Specific Responses .7 1. Section III. Applicability ,7 2. Section IV. Prohibited Conduct..

a. Section IV(A) . 8 b. Section IV(B). 8 c. Section IV(H). 9 3. Section V. Through-to-the-Audience Licenses.. 9 4. Section VI. Compulsory Full-Repertory License. .11 5. Section VII. Per-Program and Per-Segment. ..12 a. Expansion of the Per-Program Entitlement . .. 13 i. Ambient/Incidental Component to the Per-Program License .. ..14 ii. Administrative Charges 14 iii. Percentage-of-Revenue Fee Option 15 iv. Per-Programming Period License 16 v. Proportional Approach to Per-Program License . ,. 17 b. The New Per-Segment License .. 18 i. Definition . 18 ii. Evidentiary Burden 19 iii. Ambient/Incidental Use Component . ..20 iv. Extending Per-Segment Licenses to Additional Music Users .. .. 20 c. Requests For Alternative Licensing Arrangements...... ,. 23 6. Section VIII. Genuine Choice. 24 a. Section VIII(A) 25 b. Section VIII(B)., ..26 i. The Ratio Between the Per-Program Fee and the

Blanket License Fee . ,27 ii. Representative Music User 29 7. Section IX. Determination of Reasonable Fees ..30 a. Section IX(C) 31 b. Section IX(D) 32 c. Section IX(E) 33 33 d. Section IX(F) . 34 e. Fair Debt Collection Practices Act and Arbitration....., .. Section X. Public Lists. 35 36 Section XI. Membership . 37 a. Membership Dispute Resolution . 39 b. Weighted Voting . c. Competition Will Be More Effective than Regulation in Securing Member Rights .. 40 42 d. Section Specific Comments i. Section XI(B)(l) Special Awards 42 ii. Section XI(B)(3)(c) Licenses in Effect ..43 45 iii. Section XI(C) .

46 IV. CONCLUSION with The United States hereby responds to the public comments submitted in connection 2000. the Joint Motion To Enter Second Amended Final Judgment filed September 5,

I. INTRODUCTION lawsuit On March 4, 1941, this Court entered a consent decree settling the antitrust Society of Composers, brought by the plaintiff United States against the defendant American and Authors and Publishers ("ASCAP"). The 1941 judgment imposed various restrictions licenses for the obligations on ASCAP's dealings with its members and with music users taking amended in right to publicly perform musical compositions. The 1941 decree was substantially "Amended Final Judgment," or 1950 by an order of this Court that has come to be known as the further "AFJ." In 1960, the Court entered what has become known as the "1960 Order," which

regulated ASCAP's relationship with its members. "Joint Motion to Enter On September 5, 2000, the plaintiff and ASCAP filed, inter alia, a ("AFJ2") Second Amended Final Judgment." The proposed Second Amended Final Judgment

would, among other things, (1) make various changes in the licensing prohibitions and the Court requirements imposed on ASCAP; and (2) reduce the oversight role of the plaintiff and States over ASCAP's relationships with its members. In the accompanying papers, the United public stated that it had tentatively agreed to entry of the proposed AFJ2, subject to review of submit to comments which, pursuant to a separate stipulation and order, interested parties could

the Antitrust Division.

The United States respectfully submits this Memorandum in response to the public reviewed all comments concerning the proposed AFJ2. The. United States has carefully on comments submitted and, in light of those comments, has reached agreement with ASCAP

— Page 1 Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment certain changes to the proposed AFJ2. These changes are reflected in the Revised AFJ2 ("Rev,

AFJ2"), attached hereto as Appendix A, and summarized in Appendix B. These changes

enhance the procompetitive features of the AFJ2 and thereby further the public interest.

Not all of the proposed changes suggested by public commenters have been incorporated

into the Revised AFJ2. In some cases, the United States concluded that the proposed revisions

did not advance the purposes underlying the decree. In other cases, the United States and

ASCAP could not reach agreement on proposed changes to the AFJ2. While some of these

changes might have been desirable, their absence does not warrant rejection of the AFJ2..The

United States believes that entry of the Revised AFJ2 would further the public interest in

encouraging competition among PROs to serve both music users and copyright holders,

encouraging competition between ASCAP and its members to license performances, eliminating

ineffective and costly regulation of ASCAP's activities, and reducing the costs to the Court, 1 ASCAP, and music users of resolving fee disputes. These issues are discussed in detail below. The United States recognizes the danger that ASCAP and others may seek to have the

AFJ2 interpreted as a shield against further scrutiny of ASCAP by the courts or by Congress. It

should be emphasized, therefore, that the United States'upport of the AFJ2 is not intended to,

and should not be construed as, approving practices not expressly prohibited, immunizing

ASCAP from further antitrust remedies or suggesting that legislative action is not warranted.

The AFJ clearly did not eliminate or fully constrain ASCAP's market power. See ASCAP v.

Showtime/The Movie Channel, 912 F.2d 563, 570 (2d Cir, 1990). The future effect of the Rev.

AFJ2 remains to be seen, but the impact on ASCAP's market power, or its practices to maintain

it, may well be quite modest. "And of course changes brought about by new technology or new

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 2 marketing techniques might also undercut the justification" for collective licensing by

II. LEGAL STANDARDS

A. The Procedures For Giving Public Notice Of The Pending Order And Inviting Comment Were Appropriate

The opinion in Vnited States v. Swift d'c Co., 1975-1 Trade Cas. (CCH) tt60,201 at 65,703

(N.D. Ill. 1975), 1975 WL 864, at *3 (N.D. Ill), discusses a court's responsibility to implement

procedures that will give non-parties notice of, and an opportunity to comment upon, antitrust

judgment modifications proposed by consent of the parties:

Cognizant... of the public interest in competitive economic activity, established chancery powers and duties, and the occasional fallibility of the Government, the court is, at the very least, obligated to insure that the public, and all interested parties, have received adequate notice of the proposed modification....

Id. (footnote omitted) Over the years, the United States has adopted and refined a policy of t motions to or terminate judgments in antitrust actions only on condition consenting to modify

that an appropriate effort be undertaken to notify potentially interested persons. The United

States believes that giving the public notice of, and an opportunity to comment upon, the AFJ2 is

desirable to ensure that both the United States and the Court properly assess the public interest.

To that end, the parties have taken the following steps:

(1,) The proposed Second Amended Final Judgment and Memorandum in Support were filed on September 5, 2000.

(2) The proposed Second Amended Final Judgment and Memorandum in Support were published in the Federal Register on September 26, 2000, 65 Fed. Reg. 57,828 (2000).

were (3) A summary of the terms of the proposed Second Amended Final Judgment published in the Wall Street Journal on Friday, September 15, 2000, and Monday,

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 3 September 18, 2000; in Billboard on September 30, 2000, and October 7, 2000; and in Broadcasting and Cable on September 25, 2000, and October 2, 2000.

(4) Interested persons were invited to file comments within sixty days. The comment period commenced on October 2, 2000, and terminated on December 1, 2000. A substantial number of comments were filed, representing a broad cross-section of copyright holders, licensors and music users.

(5) The United States and ASCAP have agreed to make additional changes to the AFJ2 in response to comments.

(6) The United States herein files the comments of members of the public together with the response of the United States to the comments.

The comments regarding the AFJ2 have been thoroughly considered by the United States.

Prompt modification without the delay of an additional comment and response period will best

serve the public interest.

B. The Legal Standard Governing The Court's Public Interest Determination

The Court has jurisdiction to modify the AFJ under both Section XVII of the AFJ

("Jurisdiction of this cause is retained... for the modification thereof') and Federal Rule of t for entry of the proposed Civil Procedure 60(b)(5). After receiving the United States'otion

Second Amended Final Judgment, the Court must determine whether entry ofthe proposed order

is in the public interest. In doing so, the Court should apply a deferential standard and should

withhold its approval only under very limited conditions.

In reviewing a challenge to agreed-upon modifications to a decree, the "court should also

bear in mind theflexibility of the public interest inquiry; the court's function is not to determine

whether; the resulting array ofrights and liabilities is the one that will best serve society, but only

to confirm that the resulting settlement is within the reaches of the public interest." United

States v. Western Electric Co., 900 F.2d 283, 309 (D.C. Cir. 1990) (emphasis in original,

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 4 citations and quotations omitted). As Judge Greene observed in entering judgment modifications

in the ATckT case:

If courts... disapproved proposed consent decrees merely because they did not contain the exact relief which the court would have imposed after a finding of liability, defendants would have no incentive to consent to judgment and this element of compromise would be destroyed. The consent decree would thus as a practical matter be eliminated as an antitrust enforcement tool, despite Congress'irective that it be preserved.

United States v. American Tel. dc Tel. Co., 552 F. Supp. 131, 151 (D,D.C. 1982), aff'd mern. sub

nom., Maryland v. United States, 460 U.S. 1001 (1983); see also Massachusetts Sch. ofI.aw at

Andover, Inc. v. United States, 118 F.3d 776, 783 (D.C. Cir. 1997) ("constitutional questions...

would be raised if courts were to subject the government's exercise of its prosecutorial discretion

to non-deferential review").

The United States — not any individual third party — represents the public interest in

Government antitrust cases. See, e.g., United States v. Bechtel Corp., 648 F.2d 660, 666 (9th Cir. t 117 Cir. United 1981); United States v. Associated Milk Producers, 534 F.2d 113, (8th 1976);

States v. International Business Machines Corp., 1995-2 Trade Cas. (CCH) tt 71,135 at 75,456

(S.D,N.Y. 1995), 1995 WL 366383, at *2 (S.D.N.Y.). No third party has a right to demand that

the Government's proposed modification be rejected or modified simply because a different

decree would better serve its private interests. Thus, a district court "should not reject an

otherwise adequate remedy simply because a third party claims it could be better treated."

United States v. Microsoft Corp., 56 F.3d 1448, 1461 n.9 (D.C. Cir. 1995).

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 5 With this standard in mind, the Court should review the comments of members of the

public concerning the proposed AFJ2 and the United States'esponse to those comments. As

this Response makes clear, entry of the Revised AFJ2 is in the public interest.

III. RESPONSE TO COMMENTS

A. Summary of Public Comments

The United States received comments from over thirty songwriters and fifty-four

organizations, including the Television Music License Committee, or "TMLC" (representing

most local television stations in their dealings with ASCAP, Appendix D), the Radio Music

License Committee (representing many radio stations), the Digital Media Association (a trade

association of Internet firms), the International Association of Assembly Managers, or "IAAM"

(representing arena and stadium interests, Appendix E), and the Production Music Association,

or "PMA" (representing music libraries and publishers, et al., Appendix F). Most broadcaster t and Internet interests joined in the comprehensive comments submitted by the Television Music License Committee. The National Religious Broadcasters Music License Committee, or

"NRBMLC" (representing many radio stations, Appendix G) also submitted comprehensive

comments, as did Home Box Office, Inc. ("HBO", Appendix H), and Music Reports, Inc.

("MRI", Appendix I), a consulting firm that helps facilitate licensing with performing rights

organizations ("PROs"). One PRO, SESAC, Inc., Appendix J, submitted comments on behalf of

itself and writers. Most of the commenting songwriters participated in one of two group

submissions — the Bramson Group (Appendix K) or the Karmen Group (Appendix L.) Richard

Warren, an individual songwriter, submitted independent comments (Appendix M.) A detailed

listing of all of the various commenters is set forth in Appendix C. For clarity's sake, the

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 6 responses to comments are organized according to the particular sections of the proposed AFJ2

to which they most directly relate.

B. Specific Responses

1. Section III. Applicability

Under the proposed AFJ2, Section III stated that, with two exceptions, "none of the

injunctions or requirements herein imposed upon ASCAP shall apply to the acquisition or

licensing of the right to perform musical compositions publicly outside the United States." The

Television Music License Committee raises concerns about the applicability of the decree to

licensing arrangements that cover both United States and foreign performances. (TMLC

Comments at 38, see also MRI Comments at 2.) To avoid the danger that this provision could be

construed to permit ASCAP to avoid its decree obligations in the United States under a license

that covered both U.S. and international performances (e.g., a worldwide license), this provision

has now been modified to state: "none of the injunctions or requirements herein imposed upon t musical compositions ASCAP shall apply to the acquisition or licensing of the right to perform

publicly solely outside the United States." (Rev. AFJ2, (III, emphasis added.) The word

"solely" has been inserted to make clear that any license that encompasses performances in the

United States must comply with the provisions of the AFJ2 even if the license also covers

foreign performances. If ASCAP wishes to grant licenses only covering foreign performances, it

is bound by Sections IV(A) and IV(B) of the AFJ2, which incorporate the prohibitions of the so-

called ASCAP "foreign decree," and the general U.S. antitrust laws as they relate to behavior that

may affect imports or exports.

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 7 2. Section IV. Prohibited Conduct

a. Section IV(A)

Section IV(A) of the AFJ2 included a proviso "that ASCAP may collect and distribute

royalties for home recording devices and media." MRI raised questions about the meaning of

"home recording device," concerned that, as proposed, the provision gave ASCAP the unilateral

ability to decide what constituted a home recording device. (MRI Comments at 3.) To ensure

that this subsection cannot be construed broadly to create new rights or endorse any particular

collective licensing of emerging copyrights, the proviso has now been changed to state "that

ASCAP may collect and distribute royalties for home recording devices and media to the extent

such royalty collection is required or authorized by statute." (Rev. AFJ2, $ IV(A), emphasis

added.)

MRI also asks whether, under Section IV(A) of the AFJ2, ASCAP is "restrained from

administering rights in copyrighted sound recordings." (MRI Comments at 4.) The combination t "musical of Section IV(A) and Section II(Q) prohibits ASCAP from licensing any right in

compositions" other than the so-called "small performing right" held by composers and

publishers. ASCAP may not license or administer any other right in a "musical composition,"

but is not enjoined from administering other rights.

b. Section IV(B)

SESAC requests clarification on whether it could act as an agent for an ASCAP member

seeking to direct-license under Section IV(B). (SESAC Comments at 5.) Nothing in the Revised

AFJ2 prevents SESAC from acting as a direct licensing agent for a songwriter who is not a

SESAC member or affiliate, and Section IV(B) would prevent ASCAP from interfering with

— Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment Page 8 members'ights to use SESAC for this purpose so long as SESAC is not acting as a "performing t rights organization," as defined, with respect to those licenses. c. Section IV(H)

Section VII of the AFJ essentially enjoined ASCAP from offering the traditional blanket

license percentage-of-total-revenue payment scheme to radio and television broadcasters unless

desired by the radio or television broadcaster. Section IV(H) of the proposed AFJ2 extends this

qualified injunction to all broadcasters but adds a proviso that the injunction "shall not limit the

discretion of the Court... to determine a license fee on any appropriate basis." The Television

Music Licensing Committee offers two comments on this section: (1) that the injunction should

be extended to apply to ASCAP licensing of non-broadcasters; and (2) that the proviso

effectively renders the injunction meaningless. (TMLC Comments at 25.)

ASCAP would not agree to extend the injunction beyond broadcasters as the term is now t broadly defined. The United States believes that the proviso simply acknowledges the Court's existing authority to establish a fee or fee structure on any basis it deems appropriate. See United

States v. ASCAP (Application ofMetromedia), 341 F.2d 1003, 1008-09 (2d Cir. 1965).

3. Section V. Through-to-the-Audience Licenses

Section V of the AFJ2, when combined with the new definition ofbroadcaster in Section

II, expands the class of music users entitled to a through-to-the-audience license. While

commenters support extending the entitlement to "on-line transmitters" they also argue that it

should be extended to all "on-line music users." (TMLC Comments at 20, HBO Comments at

6.) This shortcoming has been corrected. In the Revised AFJ2, all on-line music users are

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 9 entitled to a through-to-the-audience license.'Rev. AFJ2, $ V.) Expansion of the availability of

through-to-the-audience licenses to all on-line music users could yield significant competitive

benefits.'ne comment objected to the requirement that fees for a through-to-the-audience license

"take into account the value of all performances made" on the grounds that ASCAP could seek

fees based on the revenues of both the licensee and its distributors. (TMLC Comments at 21.)

The provision does not support such an interpretation, but rather is simply an acknowledgment

that the fee for a through-to-the-audience license shall properly reflect its expanded scope. In the

case of cable television networks (the market cited by the Television Music License Committee),

ASCAP would bear the burden ofproving why the economic relationship between the network

and the distributor does not already reflect the value of the music in the network programming

licensed to the distributor (e.g., why a percentage of the network's revenue is not sufficient.)'

As discussed below, the "on-line transmitter" concept has been removed from the Revised AFJ2.

'ESAC complains generally about the through-to-the-audience license requirement on the theory that music users will expect SESAC to offer one. The United States will not remove a long established right of music users merely because SESAC might have to conform its behavior to a procompetitive industry practice.

'RI and the Television Music License Committee ask for clarification, generally, of the international scope of the through-to-the-audience requirement in Section V. (MRI Comments at 3, TMLC Comments at 20-21.) Both seek changes in the decree that would prevent the through- to-the-audience license from "stopping at the border." All of the provisions of the AFJ2, including Section V, apply to license agreements, such as worldwide license agreements, that purport to cover both U.S. and foreign performances. For a license that purports to cover only domestic performances (e.g., an ordinary through-to-the audience blanket license covering the domestic performances of an Internet firm), the question is whether, under U.S. and international law, a performance that originates in the U.S. but is received in a foreign territory is a domestic or foreign performance. The policy implications of these issues extend beyond the scope of this decree. These questions have not yet been fully resolved by the courts, or by legislative action,

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 10 Several commenters question the meaning of the phrase "with whom it has an economic

relationship." (HBO Comments at 5, SESAC Comments at 6.) The phrase was intended solely

to distinguish through-to-the-audience licenses from re-broadcasts outside the chain of express

and implied contractual relationships. The economic relationship need not be direct or involve

the exchange of money.'.

Section VI. Compulsory Full-Repertory License

With one exception, the AFJ2 does not change the AFJ's broad compulsory license

provision for all music users. 6

The Television Music License Committee and the NRBMLC request that program producers be included in the definition of "music users" so that program producers could remain entitled to Section VI's compulsory license.'TMLC Comments at 22-23, NRBMLC Comments at 14-15.) This entitlement was removed from the AFJ2 in large part because it was seldom, if and the United States does not purport to resolve them here.

'he antecedent of "it" is "broadcaster, an on-line music user, a background/foreground — music service, [orj operator" not just "operator." .

'or example, if a radio station provides its programming to a web site in exchange for advertising space there is an "economic relationship" between those entities even if no money is exchanged. On the other hand, if a bar owner turns on the radio to entertain her customers, there is no "economic relationship" between the station and the bar and, thus, the station's through-to- the-audience license need not cover the bar.

'he AFJ2 adds a provision allowing ASCAP to refuse a license to a music user who is in clear default of a prior license.

'nder the AFJ, "user" was defined to include "any person who or which... is entitled to obtain a license from ASCAP under Section V of this Judgment." (AFJ, $ II(E).) Section V(B) entitled a "manufacturer, producer or distributor of a composition in ASCAP's repertory which is or shall be recorded for performance on specified commercially sponsored radio programs or television programs" to a specific type ofper-piece license. Section VI entitled all "users," as defined, to a full-repertory license upon request.

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 11 ever, used. Moreover, the United States is not persuaded that including such a provision in the proposed AFJ2 will lead program producers to request blanket licenses from ASCAP, nor does it believe that such a development would necessarily promote competition. Producers appear capable of efficiently securing performing rights licenses directly at the same time they secure other necessary rights.

HBO requests various changes to Section VI with respect to ASCAP's obligation to grant a per-piece license. (HBO Comments at 6-7.) In United States v. ASCAP (Application ofNBC),

Court 1971 Trade Cas. (CCH) tt 73,491 (S.D.N.Y. 1970), 1970 WL 556 (S.D.N.Y.), this construed Section VI of the AFJ so that per-piece licensing by ASCAP, or even seeking permission from members to license on a per-piece basis, is optional. The parties were unable to agree to a modification or clarification regarding ASCAP's per-piece licensing obligations.

5. Section VII. Per-Program and Per-Segment Licenses

Section VII of the AFJ2 expanded the per-program entitlement to all broadcasters, broadly defined, and created a new entitlement to a per-segment license for online music users and background/foreground music users.'arious commenters request clarification on the

'he Television Music License Committee and the NRBMLC question whether the definition of "broadcaster," which included the phrase "transmits audio or audio-visual programming substantially similar to that transmitted by over-the-air or cable radio or television stations or networks," could be construed as a limitation on the kinds of technology that could qualify a firm as a broadcaster. (TMLC Comments at 21-22, NRBMLC Comments at 9 n.4.) To avoid any doubt, the phrase has been amended to read "transmits audio or audio-visual content substantially similar to content that is transmitted by over-the-air or cable radio or television stations or networks." (Rev. AFJ2, $ II(F).) The language has been changed to reflect that anyone transmitting content, either now or in the future, which is substantially similar to content transmitted by any over the air or cable, radio or television station or network at the time of entry of the decree, is a broadcaster for purposes of the decree. Thus, for purposes of defining who is a "broadcaster" under the Rev. AFJ2, it is immaterial what particular media or format is used for transmission; rather, it is the nature of the content that is determinative.

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 12 parameters of these entitlements and further requested that the United States create additional alternatives to the blanket license.

a. Expansion of the Per-Program Entitlement

The "per-program" license is a license for the entire ASCAP repertory, but payment is

made only for programs that contain ASCAP music not otherwise licensed. As set forth in the

Memorandum in Support, the per-program license should facilitate competition by allowing a

music user to substitute competing sources of music more easily than can be done under the

traditional blanket license.

The AFJ2 expands the per-program entitlement in two respects:

Under the AFJ, only "radio or television broadcaster[s]" were automatically entitled to a per-program license (AFJ ) VII(B).) The AFJ2, in effect, expands the definition of broadcaster to encompass all means of delivering content similar to the content of existing radio and television stations and networks. (AFJ2 $ $ II(F), VII(A).) In particular, an on-line music user that fits the definition of broadcaster is now entitled to a per- program license. (AFJ2 $ $ II(I), VII(A).)

Some music users, such as radio broadcasters and music video networks, had difficulty licensing under the per-program system, because they cannot be said to disseminate "programs." They suggested that payments should be based on programming periods (e.g., fifteen minute increments.) Under the AFJ2, any broadcaster that does not disseminate discrete programs is entitled to a per-program license, with the parameter of the "program" to be determined by agreement or by the Court. (AFJ2 $ $ II(M), VII(A).)

These modifications provide music users with alternative licensing arrangements that were not

clearly provided by the AFJ.

's explained in the Memorandum in Support at 15, under a traditional blanket license, a music user has little incentive to substitute non-ASCAP music or to direct-license because the music user will pay the same fee to ASCAP regardless of how many ASCAP songs are used or how many performances are direct licensed.

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 13 The general thrust of the remaining comments relating to the per-program requirement in the AFJ2 is that, without additional modifications, the per-program license option will not be attractive for many music users. The issues raised in the comments will be grouped and addressed in the following categories: the ambient/incidental component to the per-program license, administrative charges, percentage-of-revenue fee option and per-programming period. Ambient/Incidental Component to the Per-Program License

Commenters argue that the wording of the new per-program license requirement ("per- program license that shall cover ambient and incidental uses") is ambiguous and could be construed as allowing a much more limited per-program license that only covers ambient and incidental uses. (NRBMLC Comments at 11-12, HBO Comments at 7-8.) This interpretation is "a incorrect, but, to avoid any doubt, the passage has been modified in the Revised AFJ2 to state " per-program license that shall, in addition, cover ambient and incidental uses.... (Rev. AFJ2

that the will require ASCAP to offer the $ VII(A)(1), emphasis added.) This ensures provision per-program license, as defined, and the ambient/incidental component as well.

ii. Administrative Charges

Various commenters state that ASCAP should not be explicitly allowed, in Section

VII(B) of the AFJ2, to assess a separate administrative charge for the per-program license

(TMLC Comments at 27, HBO Comments at 8, NRBMLC Comments at 11); that the burden should remain on ASCAP to justify the need for the charge (TMLC Comments at 27); and that it should be made clear that the charge may only cover incremental costs, (TMLC Comments at 27

reasonable charge for the n. 1 1.) Under the AFJ, ASCAP was permitted to impose a separate additional costs of administering the per-program license. The statement in the AFJ2 that

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 14 ASCAP may charge "a fee to recover its reasonable cost of administering the license" does not change existing practice, nor does it create any presumption or remove any existing evidentiary burden from ASCAP. If ASCAP cannot establish that there is a legitimate "cost of administering the license," then ASCAP cannot assess an administrative fee. In addition, ASCAP also retains the burden of establishing the reasonableness of any charge it proposes. (AFJ2, ) IX.)

The United States also believes that "reasonable cost of administering the license" (Rev.

AFJ2, ) VII(B), emphasis added) forecloses an interpretation that would allow ASCAP to charge anything in excess of its incremental costs" for the particular music user or user group.

iii. Percentage-of-Revenue Fee Option

The AFJ allowed ASCAP, at its option, to base per-program payments on a percentage of program revenue (AFJ, $ VII(B)(l)) and the AFJ2 maintains that option. (AFJ2, $ VII(D).)

Some commenters maintain that ASCAP should not have the option to price the per-program

8-9, HBO Comments at 8.) The United States would have preferred not to allow one party to be in a position to dictate the payment structure of the license. However, the United States and " ASCAP were unable to reach an agreement that eliminated this option.

The Television Music License Committee additionally raises the concern that a non- advertiser-supported service could be denied a workable per-program license. The concern is

" Le., the cost related to the administration of the license for that particular music user over and above that which ASCAP would otherwise incur in connection with its operations, including administering other per-program licenses.

" See Section 5. b. iv. Extending Per-Segment Licenses to Additional Music Users for discussion of extending the percentage of revenue option to per-segment licenses.

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 15 that ASCAP could either: {1) refuse to grant a per-program license because such a service's revenues are not traceable to a particular program; or {2) insist on attributing revenue in a manner that benefits ASCAP but has no basis in the way those revenues are derived. (TMLC Comments at 28 n.12.) The AFJ2 should not be interpreted in this fashion.

ASCAP has no discretion to deny a per-program license just because revenues are not allocable by program. Indeed, ASCAP is "ordered and directed to offer" this license (AFJ2, $

VII(A)), and it may not exercise its pricing "option" by refusing to license at all.

Moreover, ASCAP may not elect a patently unworkable or illogical percentage-of- revenue structure because, notwithstanding the "option" granted in Section VII(D), the fee structure must be "reasonable" under Section IX, and the license must constitute a "genuine choice" and maintain its inherent "benefits" under Section VIII(A); Finally, ASCAP's decision to elect the percentage-of-revenue option should not be used to justify higher administrative

iv. Per-Programming Period License

A potential problem with the per-program license is that it may be difficult to exclude or directly license all ASCAP music in longer programs. Thus, it may be difficult to use the per- program license as an alternative to the blanket license in some circumstances. As set forth above, under the AFJ2, the Court may determine the parameters of a "program" for those broadcasters who do not exhibit discrete programs. (AFJ2, ) II(M).) This is analogous to the .

"per-programming-period" license desired by music users. Some commenters suggest that: (1) a full "per-programming-period" license be required that would include more music users (TMLC

Comments at 19); and/or (2) the period should be defined (preferably at fifteen minutes or less)

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 16 so that the determination of the appropriate base period is not left in the hands of ASCAP.

(NRBMLC Comments at 7.) There was no per-programming period requirement in the AFJ.

The AFJ2 establishes a per-programming period analog for certain music users, and the "per- segment" license incorporates the concept for many other music users. The United States proposed expanding the entitlement for more flexible per-programming period and per-segment licenses, but ASCAP refused." It is not clear what the precise duration of the "portion" or

"segment" should be for each music user or for each user group. Accordingly, the AFJ2 is silent as to the appropriate duration. In the United States'iew, the guiding principle is that the portion or segment (if the segment is time-based) should be made sufficiently short for the benefits of the license to be maximized. See AFJ2, )VIII(A.)

v. Proportional Approach to Per-Program License

Finally, the NRBMLC argues that the premise of the per-program license (i.e., that even one needle-drop of ASCAP music in a program triggers a payment for the entire program) should be rejected so that the music user is not deterred from clearing some music in a program because the task of clearing all music in the program is too daunting. (NRBMLC Comments at 8.) The

United States agrees that some sort of proportional formula by which a music user would gain a partial benefit for direct licensing some but not all of the music in a program (or segment) is desirable so long as administrative burdens do not increase dramatically. ASCAP, however,

" The final resolution of the issues pertaining to the scope of the Court's authority under Metromedia will have an effect on this issue, (See below.) Under the United States'nterpretation of the AFJ and the AFJ2, while some music users are entitled to a variant of the per-programming period license under Sections II(M) and VII(A), others may seek similar license payment structures under Section IX, and the Court may grant that payment structure if ASCAP fails to establish that ASCAP's proposal is reasonable.

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 17 resists this approach. The AFJ2 therefore does not automatically require a proportional approach."

b. The New Per-Segment License.

The AFJ2 adds a new conditional license entitlement — the "per-segment license" — for background/foreground music users and on-line music users. (AFJ2, $ VII(B).) Commenters were generally in favor of this new licensing alternative. However, music users felt that: (1) the lack of a clear definition of "segment" could be problematic (NRBMLC Comments at 8-9); (2) the provision places undue evidentiary burdens on music users, unlike the per-program license entitlement (NRBMLC Comments at 8-9, TMLC Comments at 16-19); (3) without an express ambient/incidental use component, the license could prove unworkable; and (4) the per-segment license should be available to additional user groups including broadcasters. (TMLC Comments at 18-19, NRBMLC Comments at 9-10, MRI Comments at 3.)

i. Definition

The lack of a clear definition of "segment" is intentionah On-line music users are so diverse, and the pace of change in the Internet is so rapid, that any entitlement to a specific type of segment (e.g., "per-hit") runs the risk that the requirement is, or will soon be, unworkable for many music users." It is true that ASCAP may have the initial advantage in that it can propose an unacceptable segment definition and force the music user to go to the rate court. However,

The final resolution of the Court's authority under Metromedia, will also have an effect on this issue. Under the United States'nterpretation of the AFJ and the AFJ2, a music user may seek a proportional fee structure within a per-program, or per-segment license under Section IX.

" For example, creating a rigid per-program requirement for radio made perfect sense in 1941, when radio stations played programs. It made much less sense once many radio stations went to music-intensive formats.

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 18 the music user, after making its threshold showing, see infra, is entitled to its preferred per-

segment license regardless ofwhether ASCAP 's proposedper-segment structure is itself t reasonable." Thus, unlike the more rigid per-program license requirement, the per-segment

requirement provides the music user with the flexibility to fashion the form of license it desires,

and the music user's choice is given significant weight in the rate court.

li. Evidentiary Burden

Before the Court may order a per-segment license, it must find that: (I) performances in

the chosen "segment" can be monitored with reasonable accuracy; (2) performances can be

attributed to commonly recognized segments in the music user's industry; and (3) the

administration of the license will not impose an unreasonable burden on ASCAP. (AFJ2, $

VII(A)(2).) The music user has the burden on elements (1) and (2), and ASCAP has the burden

on element (3).

Given the flexible nature of the per-segment license, some burden on the music user to

show feasibility and general applicability seems appropriate. The United States does not,

however, regard this burden as particularly onerous. The requirement that the music user select a

"segment" in which music use can be reasonably monitored is fair; the ability to track ASCAP

performances in each segment is, after all, the crux of the license." Moreover, "segments

" For example, an on-line music user requests a "per-hit" version of a per-segment license. ASCAP responds with a quote for a "per-page-view" version. If the rate court determines that usage can be reasonably monitored on a per-hit basis and that "hits" are a commonly recognized segment, the music user is entitled to that license unless ASCAP can demonstrate some unreasonable burden. The court need not even consider the merits of ASCAP's proposed license.

Absolute accuracy in monitoring is not required. The United States explicitly rejected the phrase "determine accurately" because it might lead to an interpretation that insisted on an unrealistic degree of precision.

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 19 commonly recognized within the music user's industry" should be a minor constraint, only offered to preventing a music user or user group from requesting licenses that cannot easily be particular industry similarly situated music users. This requirement does not limit the license to characteristics. '"

iii. Ambient/Incidental Use Component

was Under the proposed AFJ2, Section VII(A) did not specify that a per-segment licensee added an entitled to so-called ambient and incidental use coverage. The Parties have therefore explicit requirement that ASCAP offer, if reasonably necessary, an ambient/incidental component to a per-segment license. (Rev. AFJ2, $ VII(A)(2).)

iv. Extending Per-Segment Licenses to Additional Music Users

The Television Music Licensing Committee, the NRBMLC, and MRI all criticize the at failure of the AFJ2 to extend the "per-segment" license to broadcasters. (TMLC Comments

18-19, NRBMLC Comments at 9-10, MRI Comments at 3.) The Television Music Licensing

Committee, on behalf of the Internet services who joined in its comments, further objected to denying the per-segment licenses to "on-line transmitters," (defined in the originally proposed

AFJ2 as on-line music users that transmit material similar to material transmitted by

" For example, an on-line music user could seek a license based on industry-specific characteristics, such as a "per-page-view," "per-download," "per-stream," "per-site," etc., even per- though the norm over time had become "per-hit." Similarly, it could seek a per-program, — "commonly period, or even per-performance license since these bases for payment would be recognized" within many industries, including on-line industries, as an appropriate basis for which payment. And of course, it may be the case that a music user is an industry unto itself, in case this factor would have no relevance whatsoever.

— Page 20 Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment broadcasters) on the grounds that there was no logical reason to exclude such firms and that the

18 distinction itself was unworkable in practice. (TMLC Comments at 18-19, 23-24.) . t In response to the commenters'oncerns, the Revised AFJ2 includes the following

changes:

The on-line transmitter definition has been removed from the decree. Note, however, that any music user that satisfies the definition of a broadcaster, including any on-line music user that would have qualified as an on-line transmitter, is entitled to a per-program license and, if it does not exhibit discrete programs, is entitled to have a "portion" of the transmission be defined as a program by agreement or by the Court. (Rev. AFJ2 ) ) II(M), VII(A)(1).)

In the definition of "broadcaster," the word "programming" has been replaced by "content" to ensure no confusion with the word "program." The last sentence of the prior definition of broadcaster ("neither a background foreground music service nor an on-line music user is a broadcaster unless it is an on-line transmitter") has been deleted.

All on-line music users are conditionally entitled, in addition to any entitlement to a per-program license, to a per-segment license. If a portion of an on-line music user's transmissions include programs, it shall be rebuttably presumed that programs are the relevant segment. For that portion, the music user would not have to meet any of the other proof elements of Section VII(A)(2). (Rev, AFJ2 $ VII(A)(2).)

ASCAP agreed to these changes in return for an option to set the per-segment license fee on a

percentage-of-segment revenue basis for on-line music users. The United States reluctantly

" The United States agrees with MRI that it makes little sense that a background/foreground music service that also provides its music services directly to homes should get a per-segment license for the commercial portion of its operations and a "per-program" license for the residential portion. (MRI Comments at 3.) One possible solution to this problem lies in the fact that, as a broadcaster that does not transmit "programs," the residential service is entitled to a a flexible "program" definition. (AFJ2, $ II(M).) It may be that the service could fashion "program" and segment license that is functionally a per-segment license proposal for all of the music user's operations.

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 21 agreed to this option in order to secure ASCAP's agreement to make the per-segment option

available to more on-line music users, (Rev. AFJ2, )VII(D)). t proposed AFJ2 These modifications represent an improvement over the originally

language in the following respects.

ASCAP may not defeat access to the per-segment license by arguing that an on- line music user is a "transmitter" and thus entitled only to a per-program license. Whether or not an on-line music user is entitled to a per-program license, it is conditionally entitled to a per-segment license under the Revised AFJ2.

All on-line music users — even those that exhibit nothing but programs and in all other respects resemble traditional broadcasters — will be able to argue that a segment other than a program should be used as the basis for payment.

The potentially confusing distinction between "transmitters" and "on-line music user" has been eliminated.

Clearer guidance is provided as to how to handle hybrid Internet services. Under the Revised AFJ2, ASCAP is obligated to offer a per-segment license to cover whatever content is not a program. Additionally, the music user may rebut the presumption that a program is the appropriate se ent.

These changes may make the per-segment option more accessible to on-line music users.

ASCAP refused to extend the per-segment option to broadcasters who are not on-line

music users. The United States does not favor the presumption that programs are necessarily the

proper segments. These aspects of the Revised AFJ2 are justifiable, on balance, only in the

context of securing other incremental improvements in the decree, i.e., extending the availability

of the per-segment license to on-line users.

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 22 c. Requests For Alternative Licensing Arrangements

Commenters urged the United States to adopt additional required alternative licensing

arrangements (HBO Comments at 9-10) or to insert clarification in the decree that the Court has

the discretion to order such alternatives if they are reasonable. (NRBMLC Comments at 12-13.)

The United States and ASCAP could not reach agreement on these issues. However, as set forth

below, the United States does not interpret the AFJ2 to restrict in any way the pre-existing

authority of the Court to order alternative licensing arrangements under the AFJ.

In the view of the United States, the plain language of Sections VI and IX of the AFJ and

AFJ2" authorizes the Court, at the very least," to determine the appropriate payment scheme

under its "reasonable fee" authority, see Metromedia, 341 F.2d at 1008, which may include any

discount system the Court feels is reasonable. The United States is aware that ASCAP has filed

a brief taking the opposite view in the pending appeal of United States v. BMI (Application of

2000 WL ~ AE)Music Network )oc ), 2000-2 .Trade Caa. (CCH) t 72,979 (S.D.N.Y. 2000), 280034 (S.D,N.Y.).

" The AFJ and the AFJ2 use identical relevant language to describe the compulsory licensing obligation of ASCAP and the Court's power to resolve licensing disputes. Section VI of both decrees states: "ASCAP is hereby ordered and directed to grant to any music user making a written request therefor a non-exclusive license to perform all of the works in the ASCAP repertory." Section IX(A) of both decrees states: "ASCAP shall, upon receipt of a written request for a license for the right ofpublic performance of any, some or all of the works in the ASCAP repertory, advise the music user in writing of the fee that it deems reasonable for the license requested..., If the parties are unable to reach agreement... the music user [or, now, ASCAP] may apply to the Court for a determination of a reasonable fee...."

" The Second Circuit eschewed a "literal reading" of Section IX in United States v, ASCAP (Application ofShenandoah), 331 F.2d 117, 122 (2d Cir. 1964) holding that the AFJ should not be read to allow the Court to require licenses of less than the full ASCAP repertory. The United States disagrees with the Shenandoah decision. The United States and ASCAP could not reach agreement to clarify the scope of the Court's discretion to order alternative license arrangements.

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 23 The Television Music License Committee asks whether the new definition of "blanket license" could be read to bolster ASCAP's argument that only a particular fee structure (one where payments do not vary with the way music is used or licensed) could be ordered by the

Court. (TMLC Comments at 31.) In fact, the omission of this defined term in Section VI (which is the compulsory license section) confirms that the compulsory license does not prescribe a particular fee structure." Particularly now that the Revised AFJ2 has been modified to include a

large number of defined terms, the United States expects that the phrase "license to perform all works in the ASCAP repertory" will be given its natural meaning rather than a meaning imputed from a defined term used elsewhere in the decree."

6. Section VIII. Genuine Choice

The AFJ required ASCAP, "in fixing its fees," to use its "best efforts to avoid any discrimination among the respective fees fixed for various types of licenses which would deprive the licensees... of a genuine choice from among such various types of licenses." The AFJ2 sought, in Section VIII, to expand and clarify ASCAP's genuine choice responsibilities.

" See, e.g., Harris v. Sullivan, 968 F.2d 263, 265 (2d Cir. 1992) ("'unless otherwise defined, words will be interpreted as taking their ordinary, contemporary, common meaning,'") (quoting Perrin v. United States, 444 U.S. 37, 42 (1979)); Arcoren v. United States, 929 F.2d 1235, (8th Cir. 1991); Derry Finance N. V. v. Christiana Companies, Inc., 797 F.2d 1210, 1213 (3d Cir. 1986).

" See Duchow v. New York State Teamsters Conference Pension and Retirement Fund, 691 F.2d 74 (2d Cir. 1982), cert. denied, 461 U.S. 918 (1983). Section IV(H) of the AFJ2 further acknowledges "the discretion of the Court in a proceeding conducted under Section IX... to determine a license fee on any appropriate basis" in the context of changing the payment structure.

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 24 a. Section VIII(A)

Section VIII(A) of the AFJ2 differs from the genuine-choice provision in the AFJ in two

important respects. First, it prohibits discrimination among licenses generally, not just among

thefees charged for the license. Second, the subsection prevents ASCAP from discrimination

that would "depriv[ej... music users... of the benefits of" the license. These two additions

require ASCAP to offer per-program or per-segment licenses on terms that are not significantly

less attractive than the terms for the blanket license. Moreover, Section VIII(A) limits ASCAP's

ability to use its administration of the licenses to defeat direct licensing.

Section VIII(A) may address a number of commenters'ears that ASCAP will continue

to restrict the availability of per-program, and now per-segment, licenses through obstructionist

practices. In particular, commenters worry about efforts by ASCAP to manipulate the licensing

system by making unfounded assumptions about music usage, imposing burdensome reporting t requirements, and front-loading per-program or per-segment license payments. (MRI Comments at 4-5, NRBMLC Comments at 6.) Section VIII(A) would provide a basis, in conjunction with

Section VIII(D) and the Court's inherent authority under Section IX, to challenge these and

similar practices. See United States v. ASCAP (Application ofBuffalo Broadcasting Co.) 1993-1

*73-80, Trade Cas. (CCH) tt 70,153 at 69,700-.02, 69,705 (S.D.N.Y. 1993), 1993 WL 60687, at

85 (S.D.N.Y.), (asserting the Court's broad jurisdiction over the mechanics of the per-program

license).

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 25 b. Section VIII(B)

Section VIII(B) of the proposed AFJ2 provides:

For a representative music user, the total license fee for a per- program or per-segment license shall, at the time the license fee is established, approximate the fee for a blanket license; for the purpose of making that approximation, it shall be assumed for the purposes of this Section VIII(B) that all of the music user's programs or segments that contain performances of ASCAP music are subject to an ASCAP fee.

Section VIII(B) adopts, with important caveats, the analytical approach to genuine choice taken

in the Buffalo Rate Proceeding." According to the Buffalo Rate Proceeding decision, a group of

music users have a genuine choice between the per-program and blanket licenses if the typical

member of the group would pay about the same license fee if it selected either a blanket or per-

program license.

Under Buffalo Rate Proceeding, the Court calculated the per-program-to-blanket price t ratio and then permitted ASCAP to impose additional charges for: (1) ambient and incidental use licenses; and (2) administrative fees. Our investigation revealed that the combination of

these two add-on charges made the per-program effectively uneconomical for many broadcasters.

Accordingly, the AFJ2 requires that any ambient and incidental use charges be included in the

" The AFJ2 departs from the Buffalo Rate Proceeding in two important respects. First, the AFJ2 requires that the ratio between the per-program and blanket license fees shall be based on music use at the time the fees are established. (AFJ2, $ VIII(B).) The AFJ2 thus rejects the suggestion that the per-program-to-blanket fee ratio should reflect prospective actions of the licensee (e.g., efforts to directly license some works after the fees are established). Cf. Buffalo Rate Proceeding, 1993 WL 60687, at *66-67. Second, as discussed in the text, the AFJ2 requires that any ambient/incidental use charges be included into the calculation of the per-program-to- blanket ratio. Cf. id. at 73-77. The fact that the AFJ2 adopts the general mode of analysis of the Buffalo Rate Proceeding should not be taken as an endorsement of the actual result in any rate court proceeding, including Buffalo or United States v. ASCAP (Application ofSalem Media) 981 F. Supp. 199 (S.D.N.Y. 1997),

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 26 "total fee" for the per-program and per-segment licenses, Some commenters urge the United

24 States to include administrative charges as well. ASCAP rejected proposals in this regard.

In general, comments on Section VIII(B) focused on two areas: (1) the ratio between per-

program and blanket license fees; (2) and the definition of a representative music user. The Ratio Between the Per-Program Fee and the Blanket License Fee

Section VIII(B) provides the basis for setting the price relationship, or "ratio", between

the per-program (or per-segment) license and the blanket license. This ratio numerically

describes the relationship between the maximum possible price of the per-program license (the

price that a music user would pay if every program contained ASCAP music not otherwise

licensed) to the total price of the blanket license. For example, if a representative music user has

at least some ASCAP music in 100% of its programs, its per-program and blanket license fees

would, under Section VIII(B), be set at a 1:1 ratio, L e., the maximum total price of the per- t program license and the total price of the blanket license would be equal. If a representative music user has ASCAP music in 50% of its programs, its fees would be set at a 2:1 ratio so that

the total fee actually paid under the per-program license (with only 50% ofprograms triggering

any payment) would be equal to the total price of the blanket license.

The NRBMLC comments that, under Section VIII(B), "[p]erversely, the less intensive

music use of the Applicant group..., the greater the likelihood that the AFJ2 standard, like the

current Decree standard, would support substantial disparities between the per-program and

" Because add-on administrative charges may have a substantial impact on the number of music users who can take the per-program or per-segment license, the United States urges the Court to carefully scrutinize the reasonableness of ASCAP's administrative charges.

— Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment Page 27 blanket rates." (NRBMLC Comments at 5.) However, a user has a "genuine choice" between the blanket and per-program licenses if thefee for either license will be approximately the same.

Under the AFJ2, music intensive users will get (relatively) high blanket license fees and a low per-program-to-blanket price ratio, whereas non-intensive music users will obtain (relatively) low blanket fees and a high ratio of the per-program to blanket license fee." The key point is that total fees under both the per-program and the blanket license will be equal.

The Television Music License Committee raises a similar issue: whether a music user, "re- having eliminated ASCAP music during the course of a prior license, should have its ratio set" when the next fee is established. (TMLC Comments at 29-30.) First, the ratio will not be re-set if the music user "clears" music in programs through direct licensing. However, the

United States believes that re-setting the ratio at the time the next fee is established may be appropriate when the music user has cleared programs by substituting music from another PRO.

compelling grounds under Section IX of the AFJ2 for simultaneously seeking a lower blanket license fee when the ratio is reset. Given the goal of maintaining genuine choice, the Court should view with skepticism any ASCAP argument that a substantial reduction of uncleared

ASCAP music is grounds for a higher ratio but not for a lower blanket fee when the blanket license is renegotiated. 26

" High per-program fees on particular programs may create incentives to direct-license music on those programs.

Any argument by ASCAP that blanket fees should remain the same when a new license is negotiated despite a decline in use of ASCAP music may be inconsistent with the principles of genuine choice outlined in the Revised AFJ2.

— Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment Page 28 ii. Representative Music User

The NRBMLC seeks clarification that the "fee equivalence comparison [under Section

VIII(B)] must be based on the representative user in the entire group of users to which the

applicable blanket license is offered." (NRBMLC Comments at 5.) The United States believes

that no clarifying language is required because "representative music user" is already defined as

"typical of a group of similarly situated music users." (AFJ2, $ II(P).)" In the ordinary case, music user therefore: (1) a group of similarly situated music users is defined; (2) a representative

is determined for the entire similarly situated group; (3) a blanket license fee is determined; and situated (4) the per-program or per-segment license fee is determined. The relevant similarly Group" group is not necessarily the group applying for the fee determination (the "Applicant ), " but all music users in the industry that are similarly situated.

The NRBMLC asks that the United States clarify the word "typical" as used in the t definition of "representative music user." (NRBMLC Coinments at 12.) There are likely to be

" HBO states that the definition of "similarly situated" in Section II(R) is ambiguous and unhelpful. This provision should be read as consistent with the Court's holding in Salem Media that identifies factors to be used in determining whether entities are similarly situated. However, other factors indicating that users are similarly situated are not excluded and may be raised with the Cou'rt.

" Thus, there may be many groups of similarly situated music users within one industry, such as is apparently the case in the cable television industry. One would expect each group to obtain a specific blanket license fee and a specific ratio based in large part on each group's typical percentage ofprograms or segments containing ASCAP music. Similarly, the fact that one negotiating group within an industry reached an agreement with ASCAP purporting to set a rate for the industry should not preclude a second group from establishing a different blanket license fee and a different ratio even if there is some overlap in the membership ofthe two groups. Additionally, the Television Music License Committee asks whether the AFJ2 can be interpreted so that one music user may qualify as its own similarly situated group or as its own representative music user. The United States believes that such an interpretation is possible but does not foresee a proliferation of single user groups. (TMLC Comments at 30.)

— Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment Page 29 distinct groups of similarly situated music users within the various broadcast and on-line

industries whose use of music is similar enough that an actual or hypothetical representative user

can be identifiedfor that distinct group. While ASCAP and the United States reached general

agreement that approximately half of the music users in a particular similarly situated group

should, on Day One of the license agreement, either be price-indifferent or have a price incentive

to take the per-program or per-segment license, the parties could not agree on more precise

wording than appears in the AFJ2. In almost all cases, the most important factor will be

"frequency" of use, meaning the percentage ofprograms or segments containing ASCAP music.

The NRBMLC asks that AFJ2 be revised to explicitly define a "'typical'usic user in

the relevant similarly situated group as a user in the industry making use of music at the average

level of users in the relevant similarly situated group. For further clarity, the NRBMLC

recommends that the 'median'e specified as the appropriate average." (NRBMLC Comments

I whether the measure of t at 12.) The United States and ASCAP could not agree as to proper "typical" should always be the statistical median. The United States suggests that the statistical

median is the appropriate measure of "typical" music use unless the use of the statistical mean

would make the per-program or per-segment license a realistic alternative for more music users.

7. Section IX. Determination of Reasonable Fees

Commenters generally applauded the proposed modifications to Section IX of the AFJ,

which were intended to streamline rate court proceedings. However, there were a number of

suggestions made for improving the functioning of the rate court and certain requests for

clarification of the relevant provisions.

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 30 As a general matter, the Television Music License Committee proposes creating a presumption that any prior adjudicated rate shall be the basis for a fee "such that ASCAP may not receive a fee increase in the ensuing license term beyond an inflationary or cost-of-living increase unless it can demonstrate, through clear and unequivocal evidence, special or extraordinary circumstances...." (TMLC Comments at 36.)" The United States does not believe that such a presumption should be codified in the decree. Having created a rate court to address these problems, the United States is unwilling to add restrictions on the Court's abilities to set and structure fees. Nothing prevents the parties from raising stare decisis arguments before the Court nor prevents the Court from establishing a presumption on its own.

a. Section IX(C)

Section IX(C) provides an evidentiary "safe harbor" for licenses negotiated in the first five years after ASCAP begins licensing in an industry. Such licenses cannot be used as evidence of the reasonableness of a fee. The Television Music License Committee asks whether an established media entity (e.g., a television network) entering a new media (e.g., Internet programming), is entitled to the protection of Section IX(C). (TMLC Comments at 37-38.) The

United States believes it is.

The Television Music License Committee also requests that, for Internet licensees, the five year period established in Section (IX)(C) should start to run from the date of entry of the

AFJ2 rather than the date of ASCAP's first Internet license. The United States is unwilling to create an exemption that would create disparities in the protections to which users are entitled.

" The Committee does not appear to be proposing that a similar presumption be applied against music users seeking a reduction in fees.

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 31 There is no principled reason why some existing licensees should receive a longer "safe harbor"

period than future licensees." The United States recognizes the danger that the five year period t Internet licenses. may not preclude ASCAP from making arguments based on very early

However, the purposes underlying this provision should inform the Court's view on any

application in which a party seeks to use licenses to emerging industries as evidence.

b. Section IX(D)

HBO asks that the United States delete from Section IX(D) the phrase "[s]hould ASCAP

not establish that the fee it requests is reasonable, then" on the grounds that this could be

misinterpreted to prevent the Court from determining the most appropriate fee. (HBO

Comments at 10.) This new provision conforms the ASCAP procedures to the language of the

1994 modifications to the BMI Decree, which created a rate court system for BMI. No

substantive change is intended. Under both the AFJ and AFJ2, ASCAP bears the burden of

proof and persuasion as to the reasonableness of its fee proposal. The rate court historically has

properly weighed all of the evidence, including competing proposals, in determining whether

ASCAP has met its burden and in setting a final reasonable fee.

Moreover, the Internet is a medium and not necessarily an industry for purposes of Section IX(C). By way of illustration, television is a medium but not an industry for licensing purposes. Fees for network, local and public television are all negotiated and licensed in very different ways and the resulting license fees have little evidentiary value, if any, across these groups. While the United States is not prepared at this time to identify industry groups within the Internet, the United States assumes that many distinct industries exist or will develop within the medium. If so, the five-year safe harbor of Section IX(C) would run from the date of the first license within each industry group and not from the first license granted to any firm using the Internet medium.

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment- Page 32 c. Section IX(E)

Section IX(E) of the proposed AFJ2 requires that:

[t]he parties shall have the matter ready for trial by the Court within one year of the filing of the application unless all parties request that the Court delay the trial for an additional period not to exceed one year. No other delay shall be granted unless good cause is shown for extending the schedule.

The Television Music License Committee and the NRBMLC express the concern that requiring the consent of all parties in multi-party litigation could be problematic. (TMLC

Comments at 33-34, NRBMLC Comments at 14.) Accordingly, the Revised AFJ2 allows the automatic extension of the one year deadline upon the agreement of ASCAP and one other party.

31 (Rev. AFJ2, )IX(E.)) As before, other extensions may be granted if good cause is shown.

The Television Music License Committee and the NRBMLC express concern that, with the adoption of a deadline for trial, ASCAP may have the incentive to delay or ultimately deny meaningful discovery to the applicants. NRBMLC suggests decree language to the effect that a party's unjustified failure to produce discovery materials constitutes per se "good cause" for an extension. It also asked that ASCAP be required to provide music use data to fee applicants.

The United States believes these are matters better left to the sound discretion of the Court.

d. Section IX(F)

Interim fee determinations have become a substantial factor in the astonishingly long proceedings that characterize rate court litigation. Section IX(F) of the proposed AFJ2 therefore imposes a 90-day limit on ordinary interim fee proceedings and imposes a rebuttable

" The United States does not believe it is necessary to insert clarifying language that any party may move for a "good cause" extension, since the inherent authority of a Court to grant such an extension is well settled.

— 33 Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment Page presumption that prior license agreements, either with the applicant or with similarly situated

suggests a number of revisions to Section IX(F)," The overriding policy concern at the interim fee stage is the need for a quick resolution, and the United States believes that the suggested revisions would virtually eliminate the beneficial effects of the provision. Ultimately, the Court has plenary control of its docket and has the power to extend any schedule or order such discovery that it deems necessary.

Fair Debt Collection Practices Act and Arbitration

IAAM comments that the rate court is not a useful means of resolving disputes between

ASCAP and smaller, more local music users. They request that the United States: (1) require

ASCAP to adhere to the requirements of the Federal Fair Debt Collection Practices Act, 15

local arbitration of rate disputes." (IAAM U.S,C. $ 1692, et seq.; and (2) add a requirement for Comments at 2.) The Fair Debt Collection Practices Act regulates the rights of, and limitations on, debt collectors in their communications with consumers. It generally prohibits harassing and abusive behavior by debt collectors. Small businesses consistently complain about harassment and

" The Television Music License Committee suggests that the 90-day time limit should be extendable on a showing of good cause, that limited discovery should be expressly allowed, that the interim fee presumption should be limited to prior adjudicated rate court outcomes and that the protections of Section IX(C) should be extended to the establishment of interim license fees. (TMLC Comments at 34-36.)

" IAAM also requested that the decree include a provision requiring ASCAP to sell licenses online. The United States believes that it would be inappropriate to require in a decree that ASCAP sell licenses online. The United States has, however, brought this comment to ASCAP's attention. It should be noted that license forms can be downloaded from ASCAP's website.

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment- Page 34 abusive licensing practices by ASCAP and other PROs. Partially in response to these 105- complaints, Congress enacted The Fairness in Music Licensing Act of 1998, Pub. L. No. and 398, 112 Stat. 2830 (1998) to address issues about the licensing practices of both ASCAP

BMI. The Act provides licensing exemptions and an alternative to the rate court for fee disputes

for businesses under a certain size. In light of the recent Congressional review of these

complaints, the United States is reluctant to incorporate into the Revised AFJ2 specific

requirements relating to the Federal Fair Debt Collection Practices Act, 15 U.S.C. $ 1692.

The possibility of local arbitration of rate disputes for smaller licensees was a subject of

negotiation between the parties. ASCAP opposed local arbitration, Again, given recent

Congressional attention to this area, the United States sees no further need to pursue arbitration

as a remedy.

8. Section X. Public Lists

Commenters generally approved ofprovisions updating the public list requirements as

required in Section X of the AFJ2. However, many of them suggested additional requirements.

Specifically, the NRBMLC recommends including a requirement that works not listed on the

publicly accessible repertory list will not trigger per-program or per-segment license fees.

(NRBMLC Comments at 10-11.) The Television Music License Committee requests that

— 35 Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment Page 34 ASCAP be required to include several additional categories of information on its public lists.

(TMLC Comments at 32.i

complex negotiations between ASCAP and the This Section was the subject of long,

United States. The current provision is a compromise which, by its nature, does not fully satisfy either party's concerns. The United States believes Section X of the AFJ2 is an improvement over the current repertory list provision and thus is in the public interest. Additionally, the

United States notes that ASCAP, although not required by the AFJ or the AFJ2, currently publishes an electronic list that includes the title code, publishers, and, in some instances, performers, as requested by the Television Music License Committee and other commenters.

The NRBMLC asks that the AFJ2 allow licensees to enforce the requirements of Section

VIII(C) (up-to-date tracking system) and Section X (public list.) (NRBMLC Comments at 15.)

As a matter of policy, it is quite rare that beneficiaries of an antitrust consent decree are granted standing to enforce the decree. Under the AFJ2, licensees have limited standing to apply to the rate court to resolve licensing disputes. Otherwise, licensees do not have independent standing to enforce decree provisions, See Metromedia, 341 F.2d at 1008.

9. Section XI. Membership

Section XI of the AFJ2 contains provisions governing ASCAP's relationship with its members. The AFJ2 substantially modifies the membership provisions of the AFJ. In particular,

'" Tile Committee requested that the following categories of information be required: Title codes or other internal identifying information used by ASCAP, cue sheets, identification of so- called split works, date of copyright registration, writer(s) and percentage of copyright held, publisher(s) and percentage of copyright held, performer, industries in which the song was performed in the last five years and whether ASCAP has distributed revenues for the song in the last five years.

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 36 the AFJ2 vacates the 1960 Order governing distribution of revenues, voting rights, surveys of

performances and dispute resolution mechanisms. These membership provisions have proven

costly and have been ineffective in preventing ASCAP from exercising market power over members.;: The AFJ2 instead focuses on ensuring that ASCAP cannot impede its members'bility

to move to competing performing rights organizations. Thus, the AFJ2 is designed to

alternatives rather than burdensome and protect members through the availability of competitive

ineffective regulation. i Several songwriters submitted comments on the new proposed I" membership provisions.

Many of the commenting songwriters and publishers are concerned that, once the 1960

Order is vacated, members will not have access to an impartial forum for resolution of disputes

over distribution of licensing fees. (Karmen Group Comments at 7-8, PMA Comments at 11,

Bramson Comments at 2.) Similarly, several commenters allege that ASCAP is controlled by an

"entrenched minority" that has maintained its position on the Board of Directors through the

system of weighted voting established in the 1960 Order. (Karmen Group Comments at 7-9,

PMA Comments at 5-6, Warren Comments at 5-6.) Accordingly, they recommend that the AFJ2 require reform of ASCAP procedures for elections to the Board of Directors. Commenters also

question the extent of meaningful competition between performing rights organizations. (PMA

Comments at 5.) As a general matter, the commenting songwriters recommend increased

scrutiny of ASCAP activities rather than less.

a. Membership Dispute Resolution

The Karmen Group asks that, in light of the vacation of the 1960 Order, ASCAP

members be permitted unrestricted access to the courts for dispute resolution. (Karmen Group

— 37 Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment Page grievances, members should be Comments at 7-8.) The group further requests that, for internal that arbitration panelists be required able to choose from a pool of arbitration organizations and also requests access to impartial to disclose any potential conflict of interest issues. The PMA that the United States mandate, forums. (PMA Comments at 11.) The Bramson Group requests (Bramson Comments at within the AFJ2, a system of review for ASCAP distribution decisions.

2.) a special Board of Section V(D) of the 1960 Order provided for the establishment of distributions to a Review which has jurisdiction over complaints by members concerning of the Review Board member and over rules and regulations affecting distribution. The members Members have a right of are elected in the same manner as members of the Board of Directors. American Arbitration direct appeal from the Review Board to an impartial panel of the that ASCAP maintain a Association. Vacating the 1960 Order eliminates the decree requirement more effective in Board of Review. The United States believes that competition will be protecting members'ights than regulation. maintain a Board of Review It should be noted, however, that ASCAP is still required to

Articles of Association provides substantially by its Articles of Association. Article XIV of the ASCAP's Board of the same mechanism as Section V (D) for handling disputes, Neither dismantle the Board of Directors nor ASCAP's management has the ability to unilaterally amend the Articles of Review. Such an action would require a vote by the membership to publisher and songwriter Association. Amendment requires the approval of majorities of both members. At least one third of members voting and by an overall two-thirds majority of voting Although the requirement to the total membership must vote on any such proposed amendment.

Amended Final Judgment — Page 38 Response to Public Comments on the Joint Motion to Enter Second maintain the Board of Review has been removed from the AFJ2, the United States believes that the protections offered by the Board of Review will continue to be available as long as the membership wishes to retain it.

b. Weighted voting

The PMA, the Karmen Group, and Richard Warren comment unfavorably about the weighted voting system established in the 1960 Order." (PMA Comments at 7-9, Karmen

Group Comments at 5-6, Warren Comments at 5-6.) They claim that weighted voting has led to control of the Board of Directors by an entrenched minority of so-called "popular songwriters" at the expense of lesser-known commercial and background music writers. ASCAP's Board of

Directors consists of twelve writer members and twelve publisher members. Writers are elected by writers and publishers are elected by publishers. Members'oting rights are tied to the number of performance credits they receive. Members with higher numbers of credits may

how many credits the member has received. A member who has not received any performance credits in the latest survey is not entitled to vote. The current system was created as a reform of an earlier, more heavily weighted system and is prescribed in Article IV of the Articles of

Association.

The commenters advocate a rule abolishing ASCAP's weighted credit system of allocating revenue in favor of distribution based on performance duration. While this seems in principle a good way of eliminating chronic complaints that ASCAP's distribution unfairly

" Related to the weighting issue, the Karmen group also complains that ASCAP has never conducted objective surveys as required under the 1960 Order.

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 39 favors various classes of writers, there is nothing wrong in theory with some amount of weighting, and as discussed below, the United States no longer believes that government involvement in ASCAP's distribution practices will be as effective as emerging competitive constraints (such as BMI, SESAC and direct licensing) in protecting members'ights.

Competition Will Be More Effective than Regulation in Securing Member Rights

As previously discussed, at the time of the 1960 Order, songwriters had limited alternatives to ASCAP. BMI was an organization with a much smaller pool of licensing fees to distribute. At that time, given ASCAP's near monopsony position with respect to members, it

made sense for the AFJ to provide some regulation of ASCAP's internal governance.::With the

increased viability of BMI and SESAC as competitive alternatives for dissatisfied members, the

United States believes that competition will provide a better check on unfair practices than regulation, so long as songwriters are able to move freely among PROs. ";.'ased

on its four-year investigation, the United States believes that competition to attract and keep composers and songwriters presently exists among ASCAP, BMI, and SESAC. The more songwriters an organization has, the greater its prestige, the greater the license fees it can command, and the greater the number of users that it can require to take licenses.

The PMA questions whether competition for songwriters truly exists between ASCAP,

BMI and SESAC and, therefore, whether members will receive any protections flowing from competition. (PMA Comments at 5.) They have submitted a study by economist Dr. Barry

Massarsky in support of their position. (See PMA Comments, Exhibit 1 in Appendix F) The

United States is not persuaded by Dr. Massarsky's opinions on the nature and degree of competition for writers between PROs.

— Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment Page 40 Dr. Massarsky asserts that copyright holders of production music are currently underpaid

this situation will by ASCAP and BMI relative to the true value of their contribution, and that worsen if the AFJ2 is adopted. Dr. Massarsky offers little factual support for his conclusions or his concerns. For example, he cites the fact that production music accounts for a large share of the volume of music used on broadcast television, but he does not provide any evidence that the value of this music is greater than the compensation its owners are now receiving from ASCAP or BMI.

Dr. Massarsky argues that "I t]elevision stations... are willing to pay only for demonstrated consumption of music, not access to copyrights that are 'prestigious'ut unrelated to their music usage patterns." (Massarsky Rep. at 9, emphasis added.) But Dr. Massarsky also believes that ASCAP and BMI, while making efforts to gain "marketing advantages" by

holders of production overcompensating famous songwriters, are undercompensating copyright

internally inconsistent and undermine the strength of the argument.

Dr. Massarsky also believes that ASCAP and BMI have been slow in developing the technology for tracking music use and that this tardiness is both a symptom of market power and a cause of unfair distribution of ASCAP and BMI revenue. (Massarsky Rep. at 3, 10-11; See

also PMA Comments at 20-22.) Dr. Massarsky points out, however, that SESAC has been an

early adopter of such new technology. (Massarsky Rep. at 11.) Dr. Massarsky does not explain

why the presence of such a rival to ASCAP and BMI does not provide copyright holders of production music an alternative to the distribution schemes of ASCAP and BMI, nor why the

competition from SESAC would not give ASCAP and BMI an incentive to improve their

— Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment Page 41 distribution technology, if such improvements are needed.'he United States believes that

SESAC's use of technology has pushed ASCAP to improve its music tracking systems.

Moreover, the new provisions allowing easier exit for ASCAP members will provide additional

incentives for ASCAP to improve its technology for music tracking and royalty distribution so as

to retain members.

d. Section Specific Comments

Section XI(B)(1). Special Awards

Many commenters, including songwriters, SESAC and various music users, object to

allowing ASCAP to make "special awards" under Section XI(B)(1). SESAC and songwriters

think that this provision will allow money to be unfairly diverted to writers favored by the Board.

SESAC contends that ASCAP will make special awards to writers that SESAC is soliciting to

become SESAC members in order to retain members who might be inclined to leave ASCAP. t (SESAC Comments at 2.) Similarly, music users object that these funds will be channeled to those songwriters most likely to direct license their work as a means for ASCAP to discourage or

defeat those efforts. (TMLC Comments at 39.)

SESAC's complaint that ASCAP will be able to "lock up the writers who are currently in

the highest demand" (SESAC Comments at 2) is in fact a request that ASCAP not be permitted

to bid to keep those high-demand writers. Matching or even beating competitive offers is not

"locking up" anything, nor is it "[e]recting... barriers;" it is competition. The AFJ2 is intended

to foster such competition between rival PROs.

" Note that Section VIII(C) requires ASCAP to maintain an up-to-date system for tracking music use in per-program and per-segment licenses. Members should also benefit from this requirement.

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 42 ASCAP's primary competitor for members is BMI. There are no restrictions in BMI's decree on its ability to provide awards for members. The United States believes that this existing handicap on ASCAP's ability to compete with BMI should be removed in order to foster more vigorous competition between ASCAP and BMI to attract and retain members. ASCAP's ability to divert large sums of money in the guise of special awards will continue to be restrained by its need to keep its overall membership satisfied that money is being fairly distributed." If some groups of songwriters or individual songwriters are being unfairly compensated at the expense of other groups or individuals, the AFJ2 is intended to provide those unhappy members with the option to leave ASCAP for a competing PRO.

ii. Section XI(B)(3)(c). Licenses-in-Effect

The "licenses-in-effect" provision of the AFJ, Section IV(G), required songwriters to continue to license works with ASCAP so long as licenses that were negotiated while the songwriter was an ASCAP member were still in effect - even if the writer had resigned from

ASCAP. Originally intended to protect music users, the provision had the unforeseen consequence ofpreventing members who wanted to leave ASCAP from being able to take their catalogs with them when they joined a competing PRO. With five-year broadcast licenses, it was often years before dissatisfied writers could truly sever their connection to ASCAP. Section

" ASCAP also may not use special awards to defeat direct licensing. The "special awards" exception to the general rule that distribution must be based "primarily on the basis of performances of its members works" is limited to works that "have a unique prestige value, or which make a significant contribution to the ASCAP repertory." (AFJ2, )XI(B).) This exception is not broad enough to justify special awards to likely direct-licensors.

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 43 XI(B)(3)(c) of the AFJ2 provides that the licenses-in-effect provision of the AFJ decree shall be

SESAC and the PMA favor getting rid of the licenses-in-effect provision. (PMA

Comments at 10, SESAC Comments at 4.) However, SESAC objects to the grandfather provision protecting music users who have negotiated contracts under the AFJ as an unnecessary restraint on a writer's ability to move. SESAC argues that ASCAP does not issue licenses nor price its licenses based on having specific compositions in its repertory but rather on the breadth of the repertory. SESAC also requests clarification that interim licenses will not be considered licenses-in-effect for the purposes of the grandfather clause. (SESAC Comments at 4.) The

United States'osition is that interim licenses should not be considered licenses-in-effect for purposes of the grandfather clause; however, it would be unfair to licensees to remove the grandfather provision for existing licenses that were negotiated and agreed to while this

The Television Music License Committee expresses concern about freeing members from the licenses-in-effect provision. (TMLC Comments at 39.) The Committee is concerned that, should ASCAP lose substantial numbers of members, there could be a significant decline in the number of compositions in ASCAP's repertory during the term of a user's license. Other PROs who gain the right to license these members'orks will seek higher fees from users to reflect their increased repertories. At the same time, ASCAP is unlikely to reduce its fees under the pre- existing license. Therefore, the Television Music License Committee requests a provision to the effect that, if there is a five percent or greater reduction in the amount of ASCAP music played

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 44 by a user as a result of ASCAP member resignations, then the music user's fee should be subject

to reduction. (TMLC Comments at 40-41.) t Neither BMI or SESAC has a comparable licenses-in-effect provision, but lack of this

protection has not been cited by music users as a significant obstacle to licensing with either of

those PROs. The United States suggests that reductions in license fees to reflect decline in

membership over the term of a license should be a matter for individual license negotiations.

iii. Section XI(C)

This section provides that the provisions of Section XI(B) shall only become effective

upon entry of an order containing substantially identical provisions in Ur " a'tates v. Broadcast

Music, Inc. No. 64 Civ. 3787 (S.D.N.Y.) SESAC believ~- Jie new provisions governing

ASCAP's relationships with members are ro . enable and should be imposed without regard to

wl."ther BMI 1 - ".~opted these provisions. (SESAC Comments at 5.) Further, SESAC t maintains that, even accepting the argument that ASCAP would be competitively handicapped unless BMI has similar membership regulations, ASCAP does-not warrant protection from its

smaller competitors. Therefore, SESAC argues, these provisions ought to be effective

immediately with respect to any member seeking to switch from ASCAP to SESAC or another

smaller PRO. SESAC also fails to see why the term ofmembership agreements in the ASCAP

decree should be extended to five years in the absence of a BMI agreement. (SESAC Comments

at 5.) SESAC requests that the maximum membership length remain at one year.

The United States sought in its negotiations with ASCAP to ease restrictions on

members'bility to exit regardless of BMI's willingness to adopt similar exit provisions.

However, ASCAP refused to agree to such provisions unless BMI agreed to similar provisions.

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 45 Given a choice between contingent relief or no relief, the United States chose to accept ASCAP's condition.

IV. CONCLUSION

The Memorandum of the United States in Support of the Joint Motion to Enter the

Second Amended Final Judgment and this Response to Public Comments demonstrate that the

Revised AFJ2 serves the public interest and should be entered by the Court.

Response to Public Comments on the Joint Motion to Enter Second Amended Final Judgment — Page 46 K http://www.sottndexchange.corn/ SoundExchange.corn Royalty Logic, Inc. Exhibit 12

forms I "Home ~ t Abovf Ssondyxchongeg r~ H~ewx fMembeIthPQ;„Oownlood gs~ ISO arlstsdlinks Csstsctlis

Where Do I Start... ~undexchangL" 'orno Recording Artist » I om o. Artist's Agent » inrn o Producer» domo~roc~.; COpyright Owner» St A" '" j.'Nfxfrdf. ion m rx..:: xwooyigli I nrdk: Service Provider» :.--:;-.dlrirxrrvxhcn on LiCenSing MuSiC»

Welcome to SoundExchangeg, Inc., 18-member a nonprofit performance rights organizason jointly controlled by arasls snd sound recording copyright owners through an U.S. of directors with nine erect representsfives and nine copyrighl owner representsaves. We have been designated by the board artists. Olios to cosset and distribute statutory royalties to sound recording copynght owners and featured and nonfestured Copyright ensure Our board members and staff are dedicated to pmviding excepkonal service and advocacy for artists and copyright owners to Ihe fair compensa5on for!ha use of copyrighte sound recordings. have Click here to search PLAYS, our sound recording search engine, and see if your songs have been performed. It you performances. please contact us lo ensure you receive whatever myalties sre due lo you. s Please join us by becoming a member today. v

02003 SoundExchsnge , Inc. privacy pokey j Usage Agreementj Best Viewed Wilh...

9/26/2006 11:21 AM 1 of I http://www.soundexchange.corn/members/become member.htm Soundexchange j Becoming a Member

'.i ~~$ Home About SoundExchonge Mews , Nernberihlp ~Dow I 'sNees, $ EAOi Relet ~

Wht re Do i Start Recording Artist » A86xcHGAQF How to Artist's Agent » Become a Producer» Copyright Owner» Information for Additional Provider» Artists, Artists'gents and Member Service Copyright Owners Licensing Music» SoundExchanae invites you to SoundExchange membership become a member of our Benefits» oraanization if you are the featured artist(s) who performs on commercially released sound PLAYS™ kkt I need' Where are the forms recordings, are the owner of sound Get forms here» recording copyrights and/or if you are an artist who owns your own SoundExchange royalties? sound recording copyrights. Your Our Methodology» membershio in the SoundExchanoe program is effective upon signature and return of the "Sound Recording Where's distribution schedule? your Copyright Owner Authorization Calendar» Letter" and/or the "Designation and Authorization" Letter (for featured What does PLAYS do'? artists only) which describes all Plays Basic» terms and conditions. Membershig is free and open to all "sound recording copyright owners (SRCOs) SoundExchange Brochure and featured recording artists. Click here»

How Do I Become a SoundExchantte Member? mre nave listed below a simple step-by-step process. You will find the information and requisite forms under the appropriate section. Artists and Artists'epresentatives

The necessary forms to join as an artist may be obtained in two ways. The simplest way is to download the forms from our website. Your system must have Adobe Acrobat in order to view and print these. Otherwise, you may call us and we will be happy to send them to you.

~ Step 1 (required for collection of foreign royalties): Submit a Signed Artist "Designation and Authorization" (D&A) Letter A signed D&A letter is required for all U.S. artists

9/26/2006 11:21 AM 1 of 6 Becoming a Member http://www.soundexchange.corn/members/become member.htm Soundexchange ~

and group members or those who do not have a foreign mandate with other collection agencies outside the U.S. If the featured artist has mandated certain foreign societies to collect on its behalf and wishes to continue as such, please indicate specifically which foreign societies Soundexchange is not authorized to collect by the featured artist. Without your designation, SoundExchange will be unable to collect royalties from non-U.S. collection societies on your behalf. The letter must be signed by the featured artist(s) or an artist representative with power of attorney. ~ Step 2 (required): Download and Fill Out "Royalty Distribution Information for Featured Artists" Please be sure to include any stage names and/or groups with whom you have recorded as a featured artist. ~ Step 3 (required): if You Are a U.S. citizen, Download and Fill Out W-9 Tax Form "Request for Taxpayer Identification Number and Certification" We have provided this form for you to download or you may obtain it from the IRS website. Please note that the name or company that the check will be payable to must match the taxpayer identification number on the tax form. We are required by government regulations to withhold a significant portion of your royalty payment unless a valid tax form is submitted. ~ Step 4 (required): If You Are a Non-U.S. Artist, Download and Fill Out the Appropriate W-8 Tax Form (W-8BEN, W-8ECI, W-8IMY) We have provided these forms for you to download or you may obtain them through the IRS website. Please enter your U.S. Taxpayer Identification Number (TIN) as requested. By providing your TIN, you are claiming an exemption from certain taxes based on the treaty that may exist between the United States

2of6 9/26/2006 11:21 AM http://www.soundexchange.corn/members/become member.htm Soundexchange i Becoming a Member

and your country. If you do not have a U.S. TIN, we are required by law, to withhold 30% of any monies to be distributed, which you may claim later from the U.S. Internal Revenue Service. Please note that a hard copy, not a faxed version is required. ~ Please allow 90 business days for processing. Due to heavy volume and interest in SoundExchange, SoundExchange will require at least 90 business days to address a registration or other document you may have submitted. All documents received should be addressed through the first week of November at the time of the 1st quarter distribution occurring in late March. If SoundExchange received a document after the first week of November, the document will be addressed at a later date, to be included in the 2nd quarter royalty distribution in late June. No royalties are lost during this process. We apologize for any inconvenience.

The necessary forms to join as copyright owner may be obtained in two ways. The simplest way is to download the forms from our website. Your system must have Adobe Acrobat in order to view and print these. Otherwise, you may call us and we will be happy to send them to you.

~ Step 1 (required for membership): Download and Fill Out "Sound Recording Copyright Owner Authorization Letter" This is the agreement that indicates your participation in the program and designates SoundExchange as the sole agent to collect and distribute royalties collected from statutory license of your recorded music. ~ Step 2 (required): Download and Fill Out "Royalty

9/26/2006 11:21 AM 3 of6 Soundexchange Becoming a Member http://www.soundexchange.corn/members/become member.htm ~

Distribution Information for Copyright Owners" Please be sure to include all labels under which you own or release master recordings and list all artists on your roster. ~ Step 3 (required): If You Are a U.S. Company, Download and Fill Out the W-9 Tax Form "Request for Taxpayer Identification Number and Certification" We have provided this form for you to download or you may obtain it from the IRS website. Please note that the name or company that the check will be payable to must match the taxpayer identification number of the tax form. We are required by government regulations to withhold a significant portion of your royalty payment unless a tax form is submitted. ~ Step 4 (required): If You Are a Non-U.S. Company, Download and Fill Out the Appropriate W-8 Tax Form (W-8BEN, W-8ECI, W-8IMY) We have provided these forms for you for download or you may obtain them from the IRS website. Please enter your U.S. Taxpayer Identification Number (TIN) as requested. By providing your TIN, you are claiming an exemption from certain taxes based on the treaty that may exist between the United States and your country. If you do not have a U.S. TIN, we are required by law, to withhold 30yo of any monies to be distributed, which you may claim later from the U.S. Internal Revenue Service. Please note that a hard copy, not a faxed version is required. ~ Please allow 90 business days for processing. Due to heavy volume and interest in SoundExchange, SoundExchange will require at least 90 business days to address a registration or other document you may have submitted. All documents received should be addressed through the first week of November at the time of the 1st quarter distribution occurring in late

4of6 9/26/2006 11:21 AM Becoming a Member http://www.soundexchange.corn/members/become member.htm Soundexchange ~

March. If SoundExchange received a document after the first week of November, the document will be addressed at a later date, to be included in the 2nd quarter royalty distribution in late June. No royalties are lost during this process. We apologize for any inconvenience.

PLEASE SUBMIT ALL FORMS VIA REGULAR MAIL OR FAX TO: SoundExchange Attn: Membership Department 1330 Connecticut Avenue, NW OR FAX: 202.833.2141 Suite 330 Washington, DC 20036

PLEASE CALL 202.828.0120 OR E-MAIL INFO(At&SOUNDEXCHANGE.COM SHOULD YOU NEED ASSISTANCE IN COMPLETING THESE FORMS.

'Who or What is a Featured Artistg A "featured artist," "featured recording artist," "contract artist," "royalty artist," or "featured performer" means the performing group or, if not a group or ensemble, the individual performer, identified most prominently in print on, or otherwise in connection with, the phonorecord actually being performed. If a sound recording (either musical or spoken word) identifies several featured performers, then the allocation of royalties may be on a pro rata basis among all identified performers. According to the legislative history to the Digital Performance Right in Sound Recordings Act, where "both the vocalist or soloist and the group or ensemble are identified as a single entity and with equal prominence (such as 'Diana Ross and the Supremes'), both the individual and the group qualify as the 'featured recording artist.'" SoundExchange may also distribute royalties according to any splits agreed to among featured recording artists in private agreements, provided that all of the identified featured recording artists agree in writing to SoundExchange's distribution of royalties according to such splits.

9/26/2006 11:21 AM 5 of 6 member.htm Becoming a Member http://www.soundexchange.corn/members/become Soundexchange ~

Who or What is a Sound Recording Copyright Owner? An SRCO is one who owns the sound recording copyright under U.S. Copyright law to perform publicly by means of a digital audio transmission one or more copyrighted sound recordings or has the right to license the public performance of one or more copyrighted sound recordings by means of a digital audio transmission. Back to top»

2003 SoundExchange , Inc. Privacy Policy [ Usage Agreement

9/26/2006 11:21 AM 6 of 6 11'I

)I T-T55 P.002/002 F-332 May-03-06 03:lQPm From- Royalty Logic, Inc. Exhibit 13

Ron Gertz Royalty Logic Inc. 405 Riverside Avenue Burbank, CA 91506

Re Dire'ct License A cement between M I and DiMA Members

Dear Ron. October 2005) between This is to confirm the agreement (agreed to in principle in morc fully described in Royalty Logic Inc. ("RLI"), on behalf of itself and its rnernbets (as letter) and the Digital Media Schedule A to the Form Agreement attached as Exhibit A to this RLI will license rights Association ("DiMA"), concerning thc terms and conditions under which Exhibit B to this letter), All capitalized to RLI Sound Recordings to DiMA members (listed on Form Agreement attached as terms herein shall bear the meanings ascribed to said terms in the Exhibit A and incorporated by ref!.rence herein. to issue direct RLI hereby agrees, effective January 1, 2006, and during the Term, under the statutory licenses sct forth licenses to DiMA members that operate webcasting services accordance with the terms and conditions set forth in the Form in 17 U.S.C. $ ) 11Z and 114 in it shall publicize to its members the Agreement annexed hereto as Exhibit A. DiMA agrees that acknowledge, however, that no availability of such a direct liccnsc from RLl. The parties arise until such time as said member obligations on the part of any DiMA member to RLI shall matter hereof. enters into a signed agreement with R,LI regarding the subject below to confirm Please countersign this letter agreement in the space indicated communicate to its members the RL1's agreement to the above. DiMA will then immediately with RLI in connection with availability of direct icenses. We look forward to working this matt

Jo than Porter Executive Director, DiMA

Agr d o: Date: 3 6 Ron Gertz Chairman, Royalty Lo ic, Irlc.

Attachments (2)

NY1.'5135b!!t4103YI'3ZM02!.DOt.e)28d5.0003 PRIVILEGED &, CONFIDENTIAL WGM DRAFT 10/29/05

EXHIBIT A:

FORM WEBCASTING PERFORMANCE AND EPHEMERAL LICENSE AGREEMENT

This Webcasting Performance and Ephemeral License Agreement ("Agreement"), dated Inc., with its , 2006 ("Execution Date"), is made by and between Royalty Logic, principal offices at 405 Riverside Drive, Burbank, CA 91506, ("RLI"), as the authorized representative of the Sound Recording copyright owners and/or performers identified on attached "Parties" in Schedule A, and ("Licensee") (each a "Party" and, collectively, the ) connection with the webcasting activities subject to this agreement. Capitalized terms used herein are defined in Article 1 below.

WHEREAS, Licensee makes or intends to make public performances of Sound Recordings (as defined below) by means of digital transmissions;

WHEREAS, Licensee wishes to obtain a license to publicly perform such Sound Recordings by digital transmission available through an Eligible Webcasting Service (as defined below) and to make multiple ephemeral phonorecords of such Sound Recordings solely to enable such transmissions;

WHEREAS, Sections 112 and 114 of the U.S. Copyright Act, as amended by the Digital Millennium Copyright Act, authorize voluntary negotiations for determining reasonable rates and terms for licenses to engage in certain public performances of Sound Recordings by means of digital transmissions and to make multiple phonorecords (the "Statutory License"); and

for such licenses, and RLI and . WHEREAS, Licensee has agreed to pay a royalty Licensee have agreed upon such consideration and other terms, which are reflected in this Agreement;

NOW, THEREFORE, pursuant to 17 U.S.C. ) 5 112(e)(2), (3) and (5) and 114(e), the (f)(2)(A) and (f)(3), and in consideration of the mutual promises contained in this Agreement, adequacy and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1 DEFINITIONS

The following terms shall have the meanings set forth below:

1.1 "Affiliate" shall mean, with respect to any Person, any other Person which directly or indirectly controls, is controlled by, or is under common control with, such Person. A Person shall be regarded as in control of another Person if it owns, or directly or indirectly controls, at least fifty percent (50%) of the voting stock or other ownership interest of the other Person, or if it directly or indirectly possesses the power to direct or cause the direction of the management and policies of the other Person by any means whatsoever.

SV1:645965101'$9SD01!.DOC(99980.0001 EXHIBIT A: LICENSE AGREEMENT FORM WEBCASTING PERFORMANCE AND EPHEMERAL

means a World Wide Web site operated by or under the 1 .2 "Eligible Webcasting Service" audio players, or media control of Licensee, including any separate web browser windows, User chooses to listen to an players that are launched when a Eligible Webcasting Service Performances offered by the Internet radio station containing Eligible Webcasting Service Licensee. submitted Licensee to RLI that is 1.3 "Confidential Information" means (a) information by Eligible Webcasting Service unique to Licensee, including without limitation, the number of individual Sound Performances specifically made by Licensee and the identification of information provided Recordings as having been performed specifically by Licensee, and (b) any prominently marked in writing or by one Party to the other Party and, if disclosed in writing, stamped as "Confidential." Federal Register of a final order in the 1.4 "CRB Decision" shall mean the publication in the services and new pending proceeding to set rates and terms for eligible nonsubscription subscription services, identified as 2005-1 CRB DTRA. Section 5.1. 1.5 "Effective Date" shall have the meaning set forth in forth in Section 2.1 (b). 1.6 "Ephemeral Phonorecord" shall have the meaning set not a or ensemble, the 1.7 "Featured Artist" shall mean the performing group or, if group otherwise in connection with, individual performer, identified most prominently in print on, or or soloist and the group or the phonorecord actually being performed. Where both the vocalist both the individual and the ensemble are identified as a single entity and with equal prominence, Artists receives 45.0% of the sound group qualify as the 'Featured Artist.'" The Featured recording performance royalty as established by 17 U.S.C. $ 114(g)(2)(D). and shall include successors 1.8 "Licensee" shall have the meaning set forth in the preamble and assigns to the extent permitted by this Agreement. vocalists that perform auxiliary 1.9 "Nonfeatured Artist" shall mean the musicians and the sound recording functions on a recording, and through their unions, receive 5.0% of established 17 U.S.C. $ performance royalty (2.5% for musicians, 2.5% for vocalists) as by 114(g)(2)(B) and (C). limited liability -company, a 1.10 "Person" means a natural person, a corporation, a or other equity organization. partnership, a trust, a joint venture, any governmental authority any forth in Section 3.1. 1.11 "Proportionate Share" shall have the meaning set the meaning set forth on Schedule B 1.12 "Eligible Webcastine Service Revenues" shall have attached hereto.

l SV 1:Q45965 8 1 l89SDO l!.DO&99980.000 EXHIBIT A: FORM WEBCASTING PERFORMANCE AND EPHEMERAL LICENSE AGREEMENT

successors 1.13 "RLI" shall have the meaning set forth in the preamble and shall include any t and assigns to the extent permitted by this Agreement. 1.14 "RLI Plav Ratio" shall have the meaning set forth in Section 3.1.

1.15 "RLI Sound Recordings" or "Reoertorv" means all copyrighted Sound Recordings, will have including Sound Recordings created during the Term, with respect to which RLI has or and during the Term the right to license public performances by means of digital transmission related ephemeral reproductions under 17 U.S.C. Sections 114 and 112, as the case may be, A or including, but not limited to, those owned or licensed by entities identified on Schedule otherwise identified by RLI, as updated by RLI from time to time. Notwithstanding the "RLI Recording" or foregoing, no individual Sound Recording shall be deemed to be an Sound an item of "Repertory" until identified as such in a writing to Licensee by RLI.

1.16 "Eligible Webcastinn Service Performances" means all eligible nonsubscription transmissions and subscription transmissions under the Statutory License (as defined in 17 thereof, to Eligible Webcasting U.S.C. f 114) of RLI Sound Recordings, including any portion Service Users made from servers owned or controlled by Licensee or Licensee's authorized made agents or sublicensees, but not digital audio transmissions (as defined in 17 U.S.C. $ 114) under a separate by any other means or audio transmissions of Sound Recordings licensed agreement between Licensee and a third Person where such third Person has the right to grant Licensee the right to transmit such Sound Recordings.

1.17 "Eligible Webcasting Service Users" means all those who access or receive Eligible Webcasting Service Performances or who access the Eligible Webcasting Service. musical, 1.18 "Sound Recording" means a work that results from the fixation of a series of or other spoken, or other sounds, but not including the sounds accompanying a motion picture audiovisual work, regardless of the nature of the material objects, such as disks, tapes, or other phonorecords, in which they are embodied.

1.19 "Sound Recording Copvright Owner" shall mean the copyright owner of the exclusive recording means of a digital audio right under 17 U.S.C. $ 106(6) to publicly perform a sound by transmission.

1.20 "Term" shall have the meaning set forth in Section 5.1.

1.21 "Territory" means the United States, its territories, commonwealths and possessions.

SV I:64596550 1'59SD01!.DO&99980.000 1 EXHIBIT A: FORM WEBCASTING PERFORMANCE AND EPHEMERAL LICENSE AGREEMENT

ARTICLE 2 LICENSE GRANT

2.1 General. to a. Public Performances. RLI hereby grants to Licensee, during the Term, subject the limitations set forth in this Agreement, a nonexclusive license, without any right to sublicense (except as set forth in Section 2.2), to perform publicly all or any portion of any Sound Recordings in the Repertory through the Eligible Webcasting Service, within the such Territory, by means of Eligible Webcasting Service Performances; provided that: (i) transmissions are made in conformity with the provisions of 17 U.S.C. $ 114(d)(2)(A) and (C); and conditions of this and (ii) Licensee complies with 17 U.S.C. $ 1101 and all ofthe terms Agreement.

b. Ephemeral Phonorecords. In addition to the right provided under 17 U.S.C. $ forth in this 112(a), RLI hereby grants to Licensee, during the Term, subject to the limitations set in Agreement, a limited, nonexclusive license, without any right to sublicense (except as set forth Section 2.2) to make and use within the Territory phonorecords of all or any portion of any RLI Sound Recordings for the sole purpose ofusing such phonorecords to make Eligible Webcasting Service Performances; provided that: (i) such phonorecords are limited to those necessary to encode Sound Recordings in different formats and at different bit rates as necessary to facilitate made Eligible Webcasting Service Performances licensed hereunder; (ii) such phonorecords are in conformity with the provisions set forth in 17 U.S.C. $ 112(e)(l)(A)-(D); and (iii) Licensee this Agreement complies with 17 V.S.C. $ 1101 and all of the terms and conditions of ("Ephemeral Phonorecords").

2.2 Limited Authorization to Third Persons. Notwithstanding the foregoing, upon prior notice by Licensee to RLI, Licensee may distribute its Eligible Webcasting Service Performances through an authorized third Person or employ the services of a third Person pursuant to a written agreement to assist Licensee in its delivery of Eligible Webcasting Service Performances, and in doing so, such third Person may exercise any rights granted to Licensee RLI's under Section 2.1. Any distribution/delivery through a third Person shall be subject to consent, not to be unreasonably withheld. Any agreement between Licensee and any such third and obligate Person shall (i) contain the substance of all terms and conditions of this Agreement such third Person to provide all such services in accordance with all applicable terms and conditions of this Agreement, including without limitation, Article 2 and Sections 4.1 and 4.2; under its agreement (ii) specify that such third Person shall have no right, except as permitted with Licensee consistent in all respects with the terms and conditions hereof, to make Eligible behalf Webcasting Service Performances or any other performances or phonorecords on its own the case or on behalf of any Person other than Licensee by virtue of this Agreement, including in of phonorecords pre-encoding or otherwise establishing a library of Sound Recordings that it all offers to Licensee and others for purposes of making performances, but instead must obtain necessary licenses from RLI, the copyright owner or another duly authorized Person, as the case sublicenses; may be; (iii) specify that such third perkon shall have no right to grant any further with the and (iv) provide that RLI is an intended third-party beneficiary of all such obligations right to enforce a breach thereof against such third Person.

SV1:Q45965$01'59SD01!.DOC89980.0001 T-Tr3 1 .002/002 F-353 May-10-08 01:50pm From- EXHIBIT A: LICENSE AGREEMENT FORM WEBCASTING PERFORMANCE AND I."PIIHMZRAL

2.3 License Limitations. Reoroduction of Sound Recordings. Except as provided in Sections 2.1(b) and a. Licensee to in this grants Liccnsec,.nor does this A~meement authorize 2.2, nothing Agreement User, other Person (including, without limitation, any Eligible Webcasting Service grant to any the right to operator of another Eligible Webcasting Service or any authorized third Person), any developed, any reproduce by any means, method or process whatsoever, now known or hereafter transferring or of thc Sound Recordings in the Repertory, including, but not limited to, otherwise the downloading any such Sound Recordings to a computer hard drive, or copying expressly granted by Sound Recordings onto any other storage medium. All rights which are not reserved RLI and its successors, RL I hereunder in respect ofRLI Sound Recordings are by licensees, and assigns. the b. Territory. The licenses granted in this Agreement shall be limited to making public Territory. Licensee shall exclusively locate all servers storing phonorecords or perfor!nances licensed hereunder within the Territory. ARTICLE 3 CONSIDERATION 3.1 Pavments. the licenses a. Public Performance and Ephemeral License I ee. In consideration for license fee equal to provided in Section 2.1 and Section 2.2, each Licensee shall pay to RLI a Webcasting Service hve and one-halfpercent (5 5%) ofRLI's "Proportionate Share" of Eligible to a Revenue RLI's "Proportionate Share" of Eligible Webcasting Service Revenue with respect quarter shall be calculated by multiplying (i) Licensee's Eligible Webcasting Service particular "RLI Ratio" Revenue with respect to such period times (ii) the "RLI Play Ratio." The Play that RLI refers to a fraction — the numerator ofwhich shall be the total number oftimes any 114(d)(2) by Sound Recordings are performed in conformity with the provisions of 17 U.S.C. $ times that all Licensee during such quarter, and the denominator ofwhich is the total number of conformity with the sound recordings, including RLI Sound Recordings, are performed in provisions of 17 U.S.C. $ 114(d)(2) during such quarter. To the extent that RLI does not represent and/or control the performance rights of Recording, thc thc Featured Artist(s) or the Nonfeatured Artist(s) for a particular RLI Sound the RLI Play performance ofthat RLI sound recording, before being added to the numerator of at 17 U.S.C. 114(g)(2). Ratio, shall be further prorated according to the percentages prescribed ) Sound Recording Copyright (For example, ifRLI controls only the performance right ofthe entitled to only 50% of Owner, but not the Featured Artists for that Recording, and. is therefore then only one- the receipts Rom a public performance ofthe Sound Recording under f 1'l4(g)(2), Ratio balf of a pcMoxmance would be added to the numerator of the IU I Play ) annual b. Minimum Pavment Licensee shall pay a nonrefundable minimum on which the RL! play ratio exceeds %, payment of $2$00, hnt oo less than $500 per chasmal j 3.1(a) of this fully creditable to and recoupable against roya1ty payments due under paragraph Agreement. Such payment shall be made by January 31 ofthe applicable year.

isV!:Q4$9t!$01'699DO!!.DO&99980.0001 EXHIBIT A: LICENSE AGREEMENT FORM WEBCASTING PERFORMANCE AND EPHEMERAL

and due the later of 30 days c. Timina. Payments shall be made on quarterly basis, or 45 days after the close after receipt of RLI's invoice in accordance with paragraph 3.3 below, of each quarter (beginning May 15, 2006). one and one-half percent d. Finance Charac. Licensee shall pay a finance charge of whichever is less, from the date due, (1.5%) per month, or the maximum rate permitted by law, or before its due date, without on any required payment or portion thereof that is not made on delinquency. prejudice to any other rights RLI may have in connection with such Term. In the event that 3.2 Eligible Webcastine Service Revenues Received After the in the definition of Licensee receives, after the Term, revenue allocable to activities included shall account Eliy'ble Webcasting Service Revenues, which occurred during the Term, Licensee such revenue (without for and make payments as provided herein, promptly following receipt of the middle of, a quarterly regard to the fact that such revenue may be received prior to, or in accounting period after the Term).

as be required of similarly 3.3 Reoorts. Licensee shall submit to RLI such information may including situated licensees under applicable rules and regulations of the Copyright Office, in April, 2004, without limitation the interim regulations adopted by the Librarian of Congress 270 et. seq.). Vpon published at 69 Fed. Reg. 11515 (March 11, 2004) (codified at 37 C.F.R. $ the RLI Play Ratio receipt of licensee's reports hereunder, RLI shall issue an invoice based on and submit same to licensee. Consideration provisions 3.4 CRB Rate AdIustment Mechanism. The Parties believe that the conveyed hereof reflect fair market value consideration for the rights and benefits mutually receive license fees hereunder. However, in the interests of not requiring that any Party pay or making payments that might create a competitive disadvantage to them relative to other entities agreed to the or entitled to receive payments under the Statutory License, the Parties have a greater or lesser following: In the event the CRB Decision results in royalty fees (whether of under Section 3.1 (a) amount) payable by statutory licensees that are different than those payable adjusted back to the hereof, the royalty fees payable by Licensee hereunder shall be retroactively non-economic Effective Date; the non-economic terms shall likewise be conformed to the forward, the rates and provisions of the CRB Decision. From the date of the CRB Decision the Parties. terms of the Statutory License as determined by the CRB Decision shall govern Federal Register of the Licensee shall notify RLI, within sixty (60) days of publication in the what amount) as a CRB Decision, whether any adjustment is appropriate (and, if so, in to the amounts consequence of the CRB Decision. If Licensee has overpaid royalties compared shall be either due after any such adjustment, at the election of Licensee, such overpayment Licensee to RLI or may returned to the Licensee within sixty (60) days of written request from underpaid royalties compared be applied as a credit against future royalties due. If Licensee has RLI the amount of to the amounts due after any such adjustment, then the Licensee shall pay of the CRB such underpayment within ninety (90) days of publication in the Federal Register accompanied Decision. Any adjustment in accordance with this section 3.4 shall be by documentation identifying the basis for the adjustment.

SV!%45965M N9SDOl!.DOC'l99980.000 l EXHIBIT A: FORM WEBCASTING PERFORMANCE AND EPHEMERAL LICENSE AGREEMENT

ARTICLE 4 COVENANTS AND REPRESENTATIONS

4.1 Cooveration with Technoloev Solutions. Licensee shall cooperate with RLI in implementing technology solutions for reporting, and Licensee shall implement such technology at such time as it becomes available at a reasonable cost to Licensee.

4.2 Representations. The Parties represent and warrant that they each have the right, power and authority to enter into this Agreement and that this Agreement has been duly and validly executed by authorized officers of each Party on behalf of themselves and the Persons identified in Schedules A k, B. RLI warrants that Licensee's performance of Sound Recordings under this Agreement will not infringe the copyright in any Sound Recordings in the Repertory.

ARTICLE 5 TERM AND TERMINATION

5.1 Term. The term of this Agreement commences on January 1, 2006, or any subsequent date agreed upon between Licensee and RLI (the "Effective Date") and ends at midnight Pacific Standard Time on December 31, 2010, unless earlier terminated pursuant to Section 5.2.

5.2 Mutual Termination.

a. Bv A+cement. This Agreement may be terminated in writing upon mutual agreement ofboth Parties.

b. Other Circumstances. Either Party may terminate this Agreement as to the other Party if, at any time, such other Party shall file in any court or agency pursuant to any statute or regulation of any state or country, a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Party or of its assets, or if such other Party proposes a written agreement of composition or extension of its debts, or if such other Party shall be served with an involuntary petition against it, tiled in any insolvency proceeding, and such petition shall not be dismissed within sixty (60) days after the filing thereof, or if such other Party shall propose or be a Party to any dissolution or liquidation, or if such other Party shall make an assignment for the benefit of creditors.

ARTICLE 6 MISCELLANEOUS

6.1 Verification of Information.

a. Audit Rights.

(i) Books and Records. Upon thirty (30) business days'rior written notice, but not more than once during any twelve (12)-month period, RLI shall have the right to examine relevant portions of Licensee's books and records to verify (I) the accuracy of the information

SV1:Q45965$159SDOI!.DOC'199980.0001 EXHIBIT A: FORM WEBCASTING PERFORMANCE AND EPHEMERAL LICENSE AGREEMENT

compliance with Licensee is required to provide RLI under this Agreement and (II) Licensee's conducted an each of the terms and conditions of this Agreement. Any such audit shall be by information independent and qualified auditor identified in the notice. In order to verify the reasonable efforts to described in clauses (I) and (Il) above, Licensee shall use commercially of the obtain the relevant portions ofthe books and records of any third Persons for the purposes audit. Such books and records shall be retained by Licensee for three (3) years following review the expiration of the Term. Before rendering a written report to RLI, the auditor shall Licensee in tentative written findings of the audit with an appropriate agent or employee of the order to remedy any factual errors and clarify any issues related to the audit. written notice, but (ii) Data Records. Upon thirty (30) Business Days'rior with such not more than once during any twelve (12)-month period, Licensee shall provide RLI for reasonable additional information (e.g., access to server logs) as shall reasonably be required under Section 3.4 and RLI to verify (I) the accuracy and completeness of the reports provided this Agreement. (II) Licensee's compliance with each of the terms and conditions of RLI b. Expenses. Expenses incurred by RLI for any examination conducted by that under Section 6.1(a) shall be paid by RLI unless such examination results in a determination Licensee's actual payments for the period examined were more than ten percent (10%) below the the audit. payments required under this Agreement, in which case Licensee shall pay the costs of in 6.2 Notices. All notices and other communications between the Parties hereto shall be writing and deemed received (a) when delivered in person; (b) upon confirmed transmission by certified or facsimile device; or (c) five (5) days after deposited in U.S. mails, postage prepaid, registered mail. in 6.3 Applicable Law and Venue. This Agreement shall be governed by, and construed accordance with, the laws of the State of California (without giving effect to conflicts of law or indirectly principles thereof). The Parties agree that all actions or proceedings arising directly from or in connection with this Agreement shall be litigated only in the United States District venue of Court for the Central District of California. The Parties consent to the jurisdiction and said the foregoing court and consent that any process or notice of motion or other application to court or a judge thereof may be served inside or outside the Central District of California by its registered mail, return receipt requested, directed to the Party for which it is intended at days address set forth in this Agreement (and service so made shall be deemed complete five (5) manner as after the same has been posted as aforesaid) or by personal service or in such other may be permissible under the rules ofthat court. interpreted in 6.4 Severability. Whenever possible each provision of this Agreement shall be this such a manner as to be effective and valid under applicable law, but if any provision of be Agreement shall be prohibited by or invalid under applicable law, such provisions shall remainder of ineffective to the extent of such prohibition or invalidity, without invalidating the such provision or the remaining provisions of this Agreement. signed 6.5 Amendment. This Agreement may be modified or amended only by a writing by the Parties.

SV l:0459650 l'59SDOI!.DOCl99980.0001 EXHIBIT A: FORM WEBCASTING PERFORMANCE AND EPHEMERAL LICENSE AGREEMENT

6.6 Entire Agreement. This Agreement expresses the entire understanding of the Parties and t and undertakings of the Parties with supersedes all prior and contemporaneous agreements respect to the subject matter hereof.

6.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but which taken together shall constitute one agreement.

6.8 Assignment. In the case of a merger or other business combination in which RLI or Licensee is not the surviving entity, or in which RLI or Licensee's stockholders will own after such business combination less than fifty percent (50%) of the stock outstanding in the combined entity, or if RLI or Licensee sells all or substantially all of its assets, or if more than fifty percent in (50%) of RLI or Licensee's equity securities are acquired by any one person, entity or group, any one transaction or a series of transactions (collectively, a "Change in Control"), this Agreement and the rights hereunder shall be assignable or transferable by either Party without the prior written consent of the other Party (including any assignment or transfer to any subsidiary or Affiliate of either Party); provided, however, that RLI may assign its obligations and rights to, or designate, a collective entity or other entity to perform RLI's obligations under this Agreement, in which case such assignee or designee shall assume all obligations and rights of RLI under this Agreement.

6.9 Relationship of the Parties. This Agreement shall not be construed to create a partnership, joint venture, agency or other legal relationship between the Parties, or to form any t other legal entity. 6.10 Headings. The titles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

Royalty Logic, Inc. Licensee

By: By:

Title: Title:

SV I:Q459650 A59SD01!.DOC599980.000 I EXHIBIT A: FORM WEBCASTING PERFORMANCE AND EPHEMERAL LICENSE AGREEMENT

SCHEDULE A

Solid Gold Records Casablanca Kids 215 Music and Media Trax Records, Inc. Phat trax Hot Mix 5 Saber Records R & L Records Dangerous Records Everest/Ceta Opera Series Concert-Disc Esoteric Archive of Folk and Jazz Music Period Renaissance Oceanic Archive of Piano Music Archive of Gospel Music Timeless Treasures Davon Music Corporation Legacy International Olympic Counterpoint Hi Fi Records Arvee Music Scala Life Top Series Murray Hill Bescol Abkco Music and Records Literati X Lester Chambers Belmondo Music LLC Budhi Brown North Star Media Panka Records Sigala Records Paul Anka Metallica Dr. Dre Carly Goodwin

SV l M45965l0 l'59SDOl!.DOC'!99980.0001 10 EXHIBIT A: LICENSE AGREEMENT FORM WEBCASTING PERFORMANCE AND EPHEMERAL

SCHEDULE B: Definition of Kli ible Webcastin Service Revenues

Revenues (together, "Eligible Eligible Nonsubscription Service and New Subscription Service other consideration paid or payable, Webcasting Service Revenues") shall mean all monies and paid or payable by third including the fair market value of non-cash or in-kind consideration subscription service operating parties, from the operation of a nonsubscription service or new Service" as comprised of the under the section 114 statutory license (an "Eligible Webcasting ), following: and consideration paid specifically for access (1) Subscription fees and other monies receiving within the United to the Eligible Webcasting Service by or on behalf of subscribers States transmissions made as part of the Eligible Webcasting Service; audio or visual advertising, promotions, (2) Monies and other consideration from predominantly, to users of the sponsorships, time or space delivered or targeted, exclusively or Users" whether Eligible Webcasting Service ("Eligible Webcasting Service ), Service media player while an (i) On or through the Eligible Webcasting Webcasting Service, or on pages Eligible Webcasting Service User is logged on to the Eligible predominantly targeted to accessible only by Eligible Webcasting Service Users or that are Eligible Webcasting Service Users, or to Eligible Webcasting (ii) In e-mails addressed exclusively or predominantly Service Users, or Webcasting Service (iii) Delivered exclusively or predominantly to Eligible Users in some other manner, exceed 15% of those monies and other in each case less advertising agency commissions (not to Licensee; consideration) actually paid to an agency not owned or controlled by without limitation the proceeds of any (3) Monies and other consideration (including or other third party, revenue-sharing or commission arrangements with any fulfillment company product or service directly through and any charge for shipping or handling) from the sale of any Webcasting Service User is the Eligible Webcasting Service media player while an Eligible or advertisements accessible only logged on to the Eligible Webcasting Service, or through pages to Eligible Webcasting Eligible Webcasting Service Users or that are predominantly targeted by available to visitors to a multi- Service Users (but not pages or advertisements that are generally Eligible Webcasting Service media website or that are otherwise not predominantly targeted to Users), less the sale of phonorecords, digital (i) Monies and other consideration from sound recordings or phonorecord deliveries of sound recordings, audio-visual works embodying music subscription services;

SV1:U45965101159SDOI!.DOC199980.0001 EXHIBIT A: FORM WEBCASTING PERFORMANCE AND EPHEMERAL LICENSE AGREEMENT

the (ii) The Licensee's actual, out-of-pocket cost to purchase for resale products or services (except phonorecords and digital phonorecord deliveries of sound the recordings) from third parties, or in the case of products produced or services provided by more Licensee, the Licensee's actual cost to produce the product or provide the service (but not than the fair market wholesale value of the product or service); and

(iii) Sales and use taxes, shipping and credit card and fulfillment service fees actually paid to unrelated third parties; and of this section; (4) Bad debts recovered with respect to subparagraphs (1) through (3) provided that the Eligible Webcasting Service shall be permitted to deduct bad debts actually written off during a reporting period.

For the avoidance of doubt:

(A) Eligible Webcasting Service Revenues does not include or (1) monies/consideration from advertising, promotions, sponsorships, time space appearing on or associated with (a) the home page of a company that operates a website inclusive of consumer offerings other than an Eligible Webcasting Service (a "Multi-Media an Website"), or (b) other web pages of a Multi-Media Website available both to users of Eligible Webcasting Service and other Multi-Media Website visitors more generally; and

(2) amounts paid by subscribers to a company operating a Multi-Media which Website (a "Multi-Media Site Operator") for access to a "bundled" product offering in consumers are able to access an Eligible Webcasting Service among multiple website offerings, and where the aforesaid bundled subscription price is not differentiated by or among such offerings, provided:

(a) that the Eligible Webcasting Service also is offered to nonsubscribers of the Multi-Media Site Operator on the Internet, on an advertising-supported basis and without charge to users thereof (such service to be known as a "Free Eligible Webcasting Service"), and

(b) that, in the event the Eligible Webcasting Service Revenues per- stream-hour associated with a Free Eligible Webcasting Service are greater than the Eligible Webcasting Service Revenues per-stream-hour associated with the Eligible Webcasting Service that is offered to subscribers of a Multi-Media Site (as part of the bundle of product offerings available to such subscribers), then the aforesaid revenue per-stream-hour associated with the Free Eligible Webcasting Service shall be used to calculate the Eligible Webcasting Service Revenues applicable to the operation of the Eligible Webcasting Service component of the bundle of offerings delivered by Multi-Media Site Operators to their subscribers. than the (B) The fact that a transaction is consummated on a different page page/location where a potential customer responds to a "buy button" or other purchase opportunity for a product or service advertised directly through such player, pages or advertisements shall not render such purchase outside the scope of Eligible Webcasting Service Revenues hereunder; and

SV DQ45965l0l'59SDO l!.DOC&99980.0001 12 EXHIBIT A: FORM WEBCASTING PERFORMANCE AND EPHEMERAL LICENSE AGREEMENT

Webcasting (C) Monies and other consideration paid by or on behalf of Eligible Service Users for software or any other access device owned by Licensee (or any subsidiary or other affiliate of the Licensee, but excluding, for the avoidance of doubt, any entity that sells a third-party product, whether or not bearing the Licensee's brand) to access the Licensee's Eligible Webcasting Service shall not be deemed part of Eligible Webcasting Service Revenues, unless such software or access device is required as a condition to access the Eligible Webcasting Service and has no independent function other than to access the Eligible Webcasting Service.

SVI:Q45965101159SDOI!.DOC$99980.0001 13 EXHIBIT A: FORM WEBCASTING PERFORMANCE AND EPHEMERAL LICENSE AGREEMENT

SCHEDULE A

Solid Gold Records Casablanca Kids 215 Music and Media Trax Records, Inc. Phat trax Hot Mix 5 Saber Records R gc, L Records Dangerous Records Everest/Ceta Opera Series Conceit-Disc Esoteric Archive of Folk and Jazz Music Period Renaissance Oceanic Archive of Piano Music Archive of Gospel Music Timeless Treasures Davon Music Corporation Legacy International Olympic Counterpoint Hi Fi Records Arvee Music Scala Life Top Series Murray Hill Bescol Abkco Music and Records Literati X Lester Chambers Belmondo Music LLC Budhi Brown North Star Media Panka Records Sigala Records Paul Anka Metallica Dr. Dre Carly Goodwin

SV I Q489Ci5101159SDOI!.DOCI99980.0001 10 PRIVILEGED k CONFIDENTIAL WGM DRAFT 10/29/05

EXHIBIT B DiMA Members

America Online Napster Apple NativeRadio.corn CNET Pandora Media DMuslc RealNetworks Gibson Audio RuckusNetwork Liquid Digital Media Sling Media Live365 Sony Connect Loudeye Yahoo! Mercora

Microsoft

Motorola

MP3.corn/CNET

MTV Networks

Music Choice Europe

MusicNet

MusicNow

MusicRebellion

SVI:Q45965101L59SD01!.DOC199980.0001 PRIVILEGED &, CONFIDENTIAL WGM DRAFT 10/29/05

SV!:V45965$01159SD01!.DOC89980.0001 O Q 37 C.F.R. 351.10(c)(2) Statement For Exhibits to Testimony of Ronald Gertz:

All of RLI Exhibit 10 is relevant Pages 36-40 of RLI Exhibit 11 is relevant All of RLI Exhibit 12 is relevant All of RLI Exhibit 13 is relevant i ar REBUTTAL TESTIMONY (PETER PATERNO) Before the COPYRIGHT ROYALTY BOARD LIBRARY OF CONGRESS UNITED STATES COPYIGHT OFFICE Washington, D.C.

In the Matter of

Digital Performance Right in Sound ) Docket No. 2005-1 CRB DTRA Recordings and Ephemeral Recordings )

TESTIMONY OF PETER PATKRNO

1. I am partner in the law firm of King Holmes Paterno k, Berliner LLP, in

Los Angeles, California, where I maintain a transactional music law practice covering all aspects of the recording, music publishing, and live concert touring industries. Our firm represents many best-selling recording artists, including the rock band Metallica, which has sold more than One Hundred Million albums worldwide.

2. I submit this testimony on behalf of my clients who have designated

Royalty Logic, Inc. ("RLI") to collect and distribute royalties to them under Section 112 and 114 of the Copyright Act. As of the present date, those clients include Metallica. I recommend affiliation with RLI to other clients, and I anticipate that many of them will affiliate with RLI in the future.

3. In my estimation, SoundExchange, a creation of the major record labels, is inordinately influenced by the labels'rade association, the Recording Industry

Association of America (the "RIAA"). As such, I do not believe that SoundExchange will adequately represent the interests of artists. For example, I believe that over time,

Rebuttal Testimony of Peter Paterno3.doc digital music service licensees will accept voluntary licenses from SoundExchange, instead of statutory licenses, because of the administrative difficulties of statutory licenses. In the absence of a competing collective vying for membership,

SoundExchange may choose to pay all of the receipts derived from voluntary licenses to member labels, so that those labels can apply the artist's share of that income toward the recoupment of artist royalty accounts at the label.

4. My experience with competing collection societies, such as ASCAP, BMI, and SESAC (the "PRO's"), convinces me that artists benefit when they are afforded a choice between agents for the collection and distribution of compulsory royalties. For example, I am able to negotiate advances and lower administration fees for my clients from the PRO's. This would not be possible if my clients did not have a choice among them for affiliation. In addition, competition between societies increases the efficiency and overall distributions to writers and artists.

5. My experience with PRO accounting suggests that, left to their own devices, collectives will enact rules and render statements in a manner that conveniences them rather than their members. The collective distribution rules are typically obtuse and beyond the understanding of most artists. Moreover, the accounting statements from collectives (including statements from SoundExchange) are typically devoid of detail, and the artist cannot know if he is being accounted to properly, in the absence of a costly and time-consuming royalty compliance audit. Absent competition and effective accountability, what would incentivize a collective to render intelligible statements?

Collective accounting, is at best, an inexact science. For example, if I have a band client comprised of four members, each of whom is a composer, I might recommend that two of

Rebuttal Testimony of Peter Paterno3.doc them affiliate with ASCAP and two with BMI, so that I can compare the royalty statements of each PRO. This could be the result of more efficient collection by one society over the other (a good thing that should lead to a preference for the more efficient society) or something less limpid.. For example, the PRO's will change their distribution rules in order to benefit certain types of writers that they determine they need to attract; since the PROs'esources and distributions are pari-mutuel (i.e., they collect a finite amount of money), what benefits one set of writers will work to the detriment of another. Depending on which side of the toast one is buttering, this could be a good or bad thing.

6. The competition among PRO's for artist membership is an important check on the integrity of their rules and royalty accounting. If SoundExchange does not face similar competition, I believe that it will have no incentive to account equitably or properly. I have had some dealings with foreign collection societies that do not face competition, and I have found it very difficult to impose any measure of accountability on them. They simply have no incentive to respond to statement inquiries and requests for clarification, because they enjoy a monopoly for membership.

7. From what I understand, SoundExchange's predecessor, the ~, lobbied very aggressively for the right to recoup costs from its distributions. I understand that they can now do so, but they cannot deduct costs from distributions to an artist or label that has designated another agent to represent them. In my experience, monopoly collectives charge excessive costs against artist royalty streams (again, because they have no incentive to operate efficiently). My clients may opt to affiliate with RLI, so as to avoid cost recoupment from SoundExchange. SoundExchange may offer to limit cost

Rebuttal Testimony of Peter Patemo3.doc 89/27l2886 17: 39 3185528182 KING HOLMES PATERNO PAGE 82782

recoupment, for thc time being. but I have no confidence that they will always do so, in

the absence of competition. SonndExchange may complain that it spent a significant

amount of money to establish itself and wants it back, but there is no guarantee to any

business in a competitive business environment that it gets back its EGAD costs. Just

because IBM spent a lot ofmoney developing computers„does that mean that Dell

shouldn't be allowed to compete with them?

8. To be perfectly honest, I believe that the entire concept of compulsory

licensing is a grave mistake. However, if we are going down this benighted patl&, I can

safely say that the intricacies of Section 112 and 114 licensing and accounting are beyond

the understanding ofmost recording artists. As such, my artist clients rely on me to make

recommendations to them in this area. I am Qrmly convinced that the establishment of

SoundExchange as a monopoly to administer Section 112 and 114 licenses will be highly

detrimental to my artist clients and to artists overall. Therefore, I respectfully request that

RLI be designated by the Board as an agent on equal footing with SoundExchange.

The facts set forth in this testimony are based upon my personal knowledge arid

experience and, if called to testify concerning the facts set forth below, I. could do so

trutl1fuiiy. I hereby declare under penalty ofperjury under the laws ofthe United States

that the foregoing testimony is true and correct to the best of my knowledge, information

and belief.

Peter T. Paterno, Esq.

Date: September 27„2006

Rcbcltal Tcstlrnony of Pater Pctcrnc3,bloc I

I II II

M W W O $ o )n)T) & JJ&8Tjil! F( h,TF& ~&Ill)'II&I

'1.;. J"',I..;jqaJ 8 t'I'ze fo)'ecroj)gr& RgkHkff:al Case of P'-o)/alt)» LCJg'Io I p „t j 'I,. col)y of 'I 'll] O')1)'TAF& T&('»" '(i'J')s: „" „) r'I 0)0'(j o')/ez i)J L(1tl: 'I'gr91II to J)6:I'(3)I ! I, g pth sz/ of Sppl p pg

;I-"&k.tj. M. Soutl& 9/j !liam 14$ al(ziae Da~fld TTanclzo ;i),/IiLT,T!8, 8r., VAN BATON,PT.T.. C

Thomas.T. Pen.@ni. I 1.&."; K',opriec)tjc;t) I: P/&.vi). N%!, $)iii:e,'I 000

.I si,"e(l Q. Pz.'eec47Mxi ))'!J Bsl).'J'J;,)g'Iiog& L~.K... 2003('/'430(3 J81"ilNTPXE, Pic. ',AT. QCI(; T,j:,p ('I'') ''i. (&2/'7 85-0C 00 601 Yhirl:ee)II'h ~3t);cot, l~l'VP (9''j 20'2,/785-1234 ') 7)7'()alai)r) g; I:m,„DC 20005 v &Y) (1&„los(:;(c()i'T)tile').'v»)1)es)'o'J'J)&co'J);)

(P} 202/639-6000 (.,Ot(,'V„".81 fOP E7'ifrdz(OOE18p frPJ'8,fi 7 (trt&7/(',rt,'&'J'tt'Pg

(P),)02/53!/)-('j0h6 ;I'i&rif& &Pi .(iir,"., /AC/,lgCCP"'VC(J'J'3..PC(CliO (.'Ot(PPS'81 .Y&O(/77CJJ"„'&rCltriy(g8, fat Jttc. ,J:) 7"OCiCEc'r,r,."&Xi 1'tg J.;O., JP'PC,

Bzwce 6. Tosepb ,Da) "j cl. 0, Oxeid.'oz;c].

"Q/0 P'g',Tl),D~! A.. '.IP JBLLJ'.T.& IK..'-7-&I T~/') '/7»'/T&UGT]Y !"JPl(MAT)'IP T T TP 'I "rr'75 .'.i(1I'.) I(.,,Itteqi:„1'[ &~V I T/~ StXeet& 7.'«1TP)i, Suite 450 gt'/azbizzglnn.& D.C. 20006 iz)7ashi~&Jgori, J3.C. 20005 (l."7 202/"! I.9-7258 (T&) 202/508-6()5(j (:I'') 202/719-'/0/l9 (Ti) 20:.."./508-666,) bios(;.pb,obt,vt)r;(.cog), cia "tj cloxr.:;z.) fo)'&,'1(Icl~/-;tt.coir)1

(.,~otgg&v8/ fc'37'Botxzt&&!')/! j/(8 gt'7 1'(87'T7&zt i r&/tc& 1 (.,OJ(1788/fr(97'7&!re K:& & L/ &'„(OO74P)rt(lk&, („,,/OP'17&(37('PJJPO77.„(,/8(77" C/7&(7077/./ .i.&Pi? /1 clif'1& .?ittj&oFP,/!CJ& gi'll.'.& ./378&oo/7/J) 017't&(J/3)tact, C~PPJ(77)/tttitr(i'd('ir)77,", .Et)(!„,IVc(ii'o((r'r(.f&„r?fipjct'&'&z J. i; C.', Eclrtcnftottaf.,jig'edt'cr F~rzutzcfgfi ott& Pcr»~Pro

r&'7 &

.Il'7"o(7(Jere,J(J'8P"f&',tl&fi&,J'/'8.(.,)'88/1&&l(". ( .'I".&f1&.tt(i1r 88, I r r & t5'8 I77 8, (7/7f(/,14('JC/7OJO, 8&OJJt Tg,(,. IVC/JJOptr(l .i) tilJig'/Cti(8 J'37&r/C(r&r.".,r&&&lf?7'.'&'i

&(oz(o(7777 Ptt(~7 ot c(f (&&4i! fbi &O,T,fr.",(87gg&& C:oi 7(777 f &i &as?,

(7trr / &5 tg&5'& f 118j7Q7'(7t (1'..Pi( i( EJ0 K,.! &(1"?.

&"J O'I:I'I, (T'J" D, em'J'ste]jl Dave &3 Bahn., Co-P r )esicI(-:.nI; &&,.',c):.);,)stats,l:I,i;)e Cs:)z,))on,& 7'( '. Spj'. C,).r:.i~) iv&; M ed]a, Toc. 1Fi2'/ T'lye!»t)iei'Jt, 1'«,'Wi,& ;i,'.! (j.-'I ! 0th .Pico) /)& 1;apabc e ] P,oacl, 8'):Ji j:8 7:;I/O )(VaslIiz)pto)z& 13C,' 01106 ;l3cnil(j,ez; Col o:J"P),dc) 350."/& -'Vi (P);j.02/20/I 00 (I') .:: I.')3/44/1-7 /00 (1=) 2('j2/20/I- i&.~A'I (J.-') 3(73/4/I/I-35„&5 ~)*eez s'1 s f 1 el I'!(I &&) c)'oT)s1)a ))t) ) I ca)')1 /J .)'I e J ctt),. 0) I.zi):)&e(f /)&188c).eKJ iye„c)crJl) 38(71"&:.887&fQif&»8/&O/' .Oj/Pg'jC(ft(,H/''r?&(Cfr.'..7.,";l8/".&,', ,i('&Ppt 8&&87(t'cr i)1 ("'&7 1~8 j(77'5M'» (8(TJ'7) &8 /) 'l/ ciiri., Jt trz, Jttr,. Kenneth L, 8teinthal WEIL GOTSHAL k MANGBS LLP 201 Redwood Shores Parkway Redwood Shores, California. 94065 P') 650/802-3081 (F) 650/802-3 l00

'enneth.steinthai@weil,corn Counselfor America Online, Inc„Digital Media Association, Iive365, Microsoft Corp., 3'choo!, Inc., and Nationa/Public Eadio, NPR Member Stations, and CPS-Qualtfied Public radio Stations

Carol Rensh