SMITH DATA COMMUNICATIONS OMNIMEDIA GROUP
D-TOWN RECORDS – MUSIC RECORDING DIVISION

R E S O L U T I O N

Let is be known to all men that on this date, November 13, 2006, which includes it’s subsidiaries and associated recording labels and services marks as follows:

D-TOWN®RECORDS

D-TOWN® INTERNATIONAL

D-WEST® RECORDS

Ownership to LEE ROGERS CRATON CATALOG has been expanded to include the following artists:

                                                                                                                Dee Edwards

Cody Black

Fabulous Peps

The Peps

Connie Van Dyke

Don Heart

Buddy Lamp

Magictones

International Kansas City Playboys

Melvin Davis

Lillian Dupree

Roosevelt Grier

Freddie Butler

Precisions

Romeo Rand

Lil’ Soul Brothers

Ronnie Love

Silky Hargreaves

Chuck Hently

To Wit:

The initial agreement between Ms. Stephanie Hanks-Smith, the family administrator for The Michael Anthony Hanks – MAH’s Music Publishing Trust; Ms. Hanks-Smith agreed to the written records by then board members of D-Town Records in the year 1965;

                                                                Mike Hanks, President, MAH’s Music, D-Town Records/Soul Records

                                                                   Pete Hall, Music Distribution Company, VP, D-Town Records

Martha Jean LeQueen (Strasburg), VP, D-Town Records, Syndicate DJ

Roosevelt Grier, NFL Player/Actor/Artist, VP, D-Town Records

Roger Brown, NFL Player, VP, D-Town Records

Lee Rogers, Artist/VP, D-Town Records 

That Mike Hanks was voted out of the company, and his shares liquidated; that Pete hall would be instated as the new president; Mr. Hanks was granted all rights to the MAH’s Music Publishing; all rights to Soul Records label and it’s artist roster on that label; with ALL the artist’s themselves being ask to choose to go with Mr. Hanks OR stay with PETE HALL and D-TOWN. 

Further proof of this action, was that Mr. Hanks joined Motown Record Corporation and transferred his Soul Records label to Motown distribution; furthermore, the following artists joined Mr. Hanks at the Motown Offices as follows; The Fabulous Peps – renamed to the Undisputed Truth, etc.

And Now in the year 1979 - Mr. Lee Rogers, CEO and executive producer, with Kenneth Howard Smith as a co-owner and the President of D-Town Records and Platinum Sound Productions in the year 1979, reconfirmed with Ms. Hanks-Smith’s that she could not be paid twice for the same transaction by her father.  Mr. Hanks took his shares and went to Motown Records.  Mr. Hank’s interests in D-Town had ceased upon his non-participation.  He has abandoned all of his rights, except the publishing mechanicals.

Mr. Rogers, did offer to Ms. Hanks-Smith  through Mr. Kenneth Howard Smith, President, the following arrangements; 

1)      That Platinum Sound Productions and D-Town Records, Inc.; it’s assigns, subsidiaries, agents and future owners would pay all publishing mechanical royalties on MAH’s Music Publishing catalog that contained only the LEE ROGERS RECORDINGS that were imprinted and re-recorded on any media in the present and future and that Mr. Rogers recording catalogue belonged only to him and his estate for the life of the products; and that all the rest of the music catalogue, that MAH’s Music Publishing has rights to, they could have mechanical rights to it.

2)      That Only The Lee Rogers Family Trust could imprint and distributed his catalogue for life of the product, and that it would be passed on to his son, Anthony (Tony) Craton of JanTony Productions.

3)      That MAH’s Music could not imprint and/or manufacture or give outside licenses to anyone with it’s product containing any performances by LEE ROGERS.

4)      That this agreement was violated by Donald Hanks, a member of the MAH’s Music Publishing Family Trust; and granted licenses with songs on these CD’s – “DANCING IN D-TOWN” “THE MAGIC OF D-TOWN” with performances by our artist LEE ROGERS appearing on these CD which were manufactured and released worldwide by My Kinda Music, SoundWorks, Goldmine Soul Supply, all of the United Kingdom.

5)      That this agreement has been breached and hereby cancelled and all rights to masters of the original D-Town Records Artists are hereby withdrawn; with all rights returned to D-Town Records and SDC OmniMedia; this date first written above

6)      That JanTony Productions to manufacture, imprint and distributed all recordings in the D-Town Records Original Artist Catalogue

7)      Lee Rogers Craton, the first recording artist, CEO and President of D-TOWN RECORDS; and the original owner, through his son, Mr. Tony Craton of JanTony Productions, administrator of The Lee Rogers Craton Family Trust Recordings, will retain 50 Percent of D-TOWN RECORDS and will continue to honor the agreement that manufacturing and marketing of LEE ROGERS music, lyrics, likeness and master recordings will remain with D-TOWN RECORDS.

       Mr. Smith and Ms. Kestin will retain administrative control over the music Compact Disc Imprint, Videos and DVD’s; with CKS Records to remain

9)      the sole entity of Ms. Kestin-Meier, but administered by Linda Lou Kestin and Kenneth Howard Smith.

Present owners addresses are as follows:

                                                               Kenneth Howard Smith, Elizabeth, Colorado; 25%; Owner/Officer

Linda Lou Kestin-Meier, Santa Ana, California; 25%; Owner/Officer

Anthony (Tony) Craton, Jantony Productions;

Executive of The Lee Rogers Craton Family Trust; 50%; Owner/Officer

Signed this day, November 13, 2006.

/s/

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Kenneth Howard Smith, Chief Executive Officer