EXHIBIT

A

AGREEMENT

made

and

entered

this_

day

of

January; 1999

By

and Between Johnny Wright

d/b/a .. Wright Entertainment

Group",

hereinafter referred to as "Manager",

and

Britney Spears,

14550 Greenwell

Church

Road,

Kentwood,

LA,

70444, hereinafter referred to as

41

Artist".

WITNESSETH

In

consideration

of

the representations

and

warranties and the mutual promises hereinafter

set forth, it is agreed as follows:

1.

Subject to the terms

and

conditions in

this

agreement, Artist hereby engages Manager and

Manager

agrees to act,as Artist's personal and

career

co-manager, representative arid advisor until

such

time as either party shall forward a notice

to

the other advising that the

Tenn

of

this

agreement is terminated thirty (30)

days

frorµ

the date

of

such

notice (such period hereinafter

referred to as the ..

Term").

As

used herein, the term ••Artist" includes all "Contro11ed Entities",

as defined herein.

2. During the

Tenn

hereof,

Manager

shall use reasonable efforts to direct, develop

and

enhance

all

phases

of

Artist's career, including,

but

not limited to, advising

and

counseling (i) in

the selection

ofliterary,

artistic

and

musical material; (ii)

in

any

~d

all matters pertaining

to

publicity, public relations

and

advertising; (iii) in relation

to

the

adoption

of

proper fonnats for

presentation

of

Artist's talents; (iv)

in

the selection

of

artistic talent to assist, accompany

or

embellish Artist's presentation;

(v)

with regard

to

general

practices

in

the

entertainment

and

amusement

industries

and

with

respect to such matters

of

which Manager

may

have knowledge

concerning compensation

and

privileges extended for similar values;

and

(vi) in the selection

of

theatrical

and

employment agents.

Manager

shall

have

no

ownership interest

in

the

name

of

the

individual members

of

Artist

or

in

any

professional

or

group

name

used

by

her.

3. Artist will at all times during the

Tenn

hereof,

use

reasonable efforts to devote

herself

to

her

professional career

in

the entertainment industry and do all things necessary and desirable

to

promote

her

career

and

earnings therefrom.

4.

It

is understood that

Manager

is

not an employment agent or theatrica] agent; that

Manager has not offered, attempted

or

promised

to

obtain

employment

or

engagements

for Artist

nor is Manager obligated

or

expected to do so.

5.

Artist agrees that

Manager

may

render similar services to other artists and that Manager is

not required to devote his entire

time

and energies to Artist.

6.

In

consideration for

Manager's

services hereunder, Artist shall

pay

Manager

a

sum

equivalent to Seven and

one-half

{7½%) percent

of

Artist's Gross

Re~~_!Ets,

as

and

when received

by Artist.

The

term

•~~-~~i.Q.t,s''

as used herein shall mean.any and all compensation, in

whatever

fonn,

which

is pai~, payable, earned or accrued (and including

any

deferred portion

which

may

..

not

actually be received until after the termination

of

the

Term

hereof)~9le

orin

part,to

Artist, Artist's family, heirs, executors, administrators

or

assigns, or' applied for

.Artist's··

benefit, directly

or

indirect{y

(for

example, to

.any

corporation, partnership

or

other entity in

which Artist or any

of

the foregoing persons

have

an interest), during the

Term

hereof, as a result

of

Artist's activities

in

the entertainment and

~lated

industries, including, without limitation,

motion pictures, televisio~ radio, recordings, theater, -advertising, promotion, music publishing,

song writing, book publishing, video games, multimedia, CD-Rom and all other new

technologies now known

or

hereinafter devised.

In

addition, Artist shall

pay

or

reimburse

Manager,

if

Manager has paid. for all expenses that Manager reasonably incurs on Artist's

behalf

upon presentation

of

proof

of

payment

by

Manager. Gross Receipts shall

not

include

the

following:

(I)

deficit financing tour support

which

Artist actually uses to

pay

legitimate

tour

expenses;

(2) Artist's royalties pennanently

re~ed

by

a recording company:or other entity

in

recoupmcnt

of

recording

or

video costs, promotional costs and

any

oth~

costs retained in

recoupment

oflegitimate

expenditures made pursuant!to

or

in furtherance

of

any

recording, video

or

other contract to which Artist is a party; (3) ;

any

actual

bona

fide recording! costs paid to Artist

or

on

Artist's behalf pursuant to

any

recording agreement for Artist's services; (4)

any

actual

bona

fide production costs paid to Artist

or

on

Artist's

behalf

by

any third party in conne.ction with

audiovisual recordings featuring Artist1s performances; (5) any monies paid for independent

promotion

or

marketing

of

Artist's recordings which

~e

charged against Artist's royalty account;

and

(6) commissions paid to booking agents (not to

~ceed

ten (10%) percent).

.

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7. Subject to the foregoing limitations, subsequent to the expiration

of

the

Tenn

hereof,

Artist agrees to pay

Manager

his commissions due

on

all Gross Receipts

of

Artist paid; payable,

earned

or

accrued subsequent to the expiration

of

the Term which result from

any

contract

entered into

or

substantially negotiated during the Term

hereof

and/or

in

connection

with

any and

all Gross Receipts resulting

in

whole

or

in part from

any

services perfonned

by

Manager

for

Artist during the Term. Notwithstanding the foregoing, Manager shall

not

receive any

commissions following the fifth anniversary

of

the expiration

of

the

Tenn

hereof.

8. Artist shall retain a Certified Public Accountant to collect Artist's income hereunder.

Said ac~ountant shall be instructed by Artist to

pay

Manager directly any and all sums

due

to him

hereunder and to account to Manager on a monthly basis. The parties shall

have

the right to

audi!._~ach_ot!iers books and records in connection with this

a~ement

only, upon reasonable

notice

of

the

same,

no more than

one

.(l)tinie periear·.- The-

cos

"

i"of

such

'

°iiudlt

<

shaifb

"e

home

by

the party

requestingtliesame

ancfshalfbe

·

performedb

y a certified public accountant at

the

regular place

of

business

of

the party to be audited.

9. (a) Both parties warrant and represent to the other that they have full right

and

power

to

execute this agreement and perform all

of

its tenns and conditions and that neither is under

any disability, restriction

or

prohibition with respect hereto.

(b) A waiver

by

either Artist

or

Manager

of

a breach

of

any provision herein shall not

be

deemed a waiver

of

any subsequent breach, nor a permanent modification

of

such provision.

( c) Notices h~r~under shaJl be sufficient

if

sent

by

registered mail

or

certified mail,

return receipt_~_e.g~~sted,

or

pers~!i"~

By_

clehy

:

ere"d

]

cfffie

.

respe.:

~t

~y:

~J?~~y

at

the

-

adaiessseTfortFi

-

herein above,

or

sucho

t

her

ac

r<lress

as either party may from

6me

to time

des1Eiri.ate.

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2

(cl)

This agreement shall be deemed

to

be executed in

and

shall be construed in

accordance with

the

laws

of

the State

of

Louisiana.

If

any

provision

hereof

shall,

for

any reason,

be illegal

or

unenforceable, the same shall not affect the validity

of

the remaining portions

and

provisions hereof.

10.

(a)

Artist

may

nor assign this Agreement nor any

of

Artist's rights hereunder without

the written consent

of

Manag~, which shall not

be

unreasonably withheld. Manager may

as

.sign

thjs agreement

to

any

c,ntity

in which Manager has a substantial equity interest

ot

to

any enti'ty in

which Manager

shall

person~ly remain

as

an

employee to, in part, personally oversee the

management

of

Artist's career in the entertainment industry.

(b) This Agreement shall

be

binding upon

and

inure

to

the benefit

of

the

parties

hereto, their respective successors, personal representatives and, subject

to

the provisions

of

this

paragraph, their respective assigns.

(c) This Agreement shall also be binding upon any entity which, directly

or

indirectly, in whole

or

in

part~

through one or more intermediaries, owns

or

controls, is owned or

controlled by, or is under common ownership or control with, Artist (a "Controlled :entity").

Accordingly, this Agreement is hereby accepted

by

Artist on Artist's behalf and on behalf

of

each

Controlled Entity.

11.

This Agreement

is

the entire agreement between Artist and Manager. It may not be

modified except

by

a written instrument signed

by

Artist

and

Manager. There is

no

other

agreement, oral or written, between Artist

and

Manager relating to the subject

maner

hereof.

12.

BOTH

PARTIES

ACKNOWLEDGE

THAT THEY HA VE READ THIS

AGREEMENT AND HAVE BEEN ADVISED

OF

THE SIGNIFICANT IMPORTANCE

OF

RET

AlNING

INDEPENDENT

ATTORNEYS CHOSEN BY

THEM

TO REVIEW

THIS AGREEMENT

ON

THEIR

RESPECTIVE

BEHALVES. IN

THE

EVENT

OF

ElTHER

PARTY'S FAILURE TO OBTAIN

Al~

INDEPENDAL~T ATTOR.t'a:Y, THE

OTHER

HEREBY WARRANTS AND

REPRESENTS

THAT

HE/SHE WILL NOT

ATTEMPT

TO

USE HIS/HER

FAILURE

TO OBTAIN AN

ATIORNEY

AGAINST

THE

OTHER

HEREAFTER IN A COURT

OF

LAW.

I

J

I

13

. Additionally.

if

I elect to obtain

coun

approval

of

this Agreement by a

coun

of

competent jurisdiction.

you

hereby agree to cooperate fully with

me

in so doing. Being that

you are a minor

as

of

the date hereof,

you

hereby agree to cause your legal guardian(s) to sign

the inducement letter attached hereto as Exhibit O A".

IN

WITNESS

WHEREOF,

the parties have hereunto set their hands and seals on the

date first above written.

EXBJBITA

The undersigned, legal guardians

of

Britney Spears ("Minor"), have read the foregoing

agreement and, as an inducement

to

enter into the foregoing agreement, warrant and represent to

Johnny Wright ("Manager") that (a) Minor will fully perform alt

of

her

obligations pursuant to

the foregoing agreement;

(b)

the undersigned consents to the execution and performance

of

the

foregoing agreement; (c) until the foreg9ing agreement has been approved by a court·

of

competent jurisdiction, the undersigned :personally guarantee

Minor's

performance

of

all

of

her

obligations thereunder and assume personal liability therefor; ( d) the undersigned agree to be

bound

by

the

obligations contained in the foregoing agreement which pertain to the Minor; (e)

Manager shall have no obligation to the undersigned; and (f)

the

undersigned shall in~emnify and

hold the Manager hannless from

any

act. error

or

omission

of

the undersigned and

of

Minor.

AGREED

TO

AND

ACCEPTED:

~kl

JleSpears

~A~

Spears

'

The

legal guardians

of

Britney

Spears,

on behalf

of

themselves

and

their daughter.