EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT Agreement (the "Agreement") is made and entered into on
the 1st day of September, 1999 by and between MCY Music World, Inc., a Delaware
corporation with offices at 1133 Avenue of the Americas, New York, New York (the
"Company"), and Thomas Noack, an individual residing at 1917 W. Westwind, Santa
Ana, California 92704 ("Employee").

                              W I T N E S S E T H:
                              --------------------

                  WHEREAS,  the Company desires to employ Employee as a Director
of Technology Projects; and

                  WHEREAS,  Employee desires to gain employment with the Company
as a Director  of  Technology  Projects  under the terms and  conditions  herein
stated; and

                  NOW,  THEREFORE,  in  consideration  of the  mutual  premises,
covenants and  Agreements  hereinafter  set forth,  the parties  hereby agree as
follows:


         1. TERM.  The Company  hereby  employs  Employee,  and Employee  hereby
accepts employment hereunder,  for a term of thirty-six (36) months (the "Term")
commencing  on the date  hereof,  subject to prior  termination  as  provided in
Section 8 herein.

         2. POSITION AND DUTIES.  In connection  with his employment  hereunder,
Employee  (i) shall serve as a Director of  Technology  Projects of the Company;
(ii) shall serve at the direction of and report to the Chief  Executive  Officer
of the  Company,  or such other  officer of the  Company as the Chief  Executive
Officer shall from time to time  designate;  (iii) shall allocate  approximately
50% of his working time (at least 12 days per month) at the Company's offices in
New York; (iv) shall manage and oversee the Company's Los Angeles office at such
times as Employee is not present in New York (together with such other duties in
Los Angeles as may be  prescribed by the Chief  Executive  Officer or such other
officer of the Company as the Chief Executive  Officer may  designate);  and (v)
shall manage technology products and projects of the Company as set forth below:


          (i)  Design,   develop,   supervise  and  maintain  the  technological
               platform of the Company and its subsidiaries on a global basis;



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          (ii) Develop,  supervise,  update and maintain the U.S. and global web
               sites for the Company and its subsidiaries;

          (iii)Design,  develop and supervise all digital download and streaming
               technology of the Company and its subsidiaries;

          (iv) Develop,  supervise,  update  and  maintain  the U.S.  and global
               credit card,  electronic payment and electronic  commerce systems
               of the Company and its subsidiaries;

          (v)  Develop,  supervise,  update  and  maintain  the U.S.  and global
               Graphic User Interface for Germany,  Latin America,  China, Japan
               and such other countries as the Company shall dictate;

          (vi) Develop,  supervise, update and maintain a new artist upload page
               for the web site of the Company and its subsidiaries;

          (vii)Develop,  supervise, update and maintain a Christmas page for the
               web site of the Company and its subsidiaries;

          (viii) Develop,  supervise, update and maintain reggae and other genre
               specific   pages  for  the  web  site  of  the  Company  and  its
               subsidiaries;

          (ix) Develop,  supervise,  update and  maintain a business to business
               interface  to  facilitate  the  license of music,  film and other
               digital products to third parties; and

          (x)  Develop,  supervise,  update  and  maintain  a karaoke  and kiosk
               system for the Company and its subsidiaries.

         3. COMPENSATION.

            3.1 BASE SALARY.  For  Employee's  services  hereunder,  the Company
shall pay to Employee an annual  salary of $145,000  (such amount is referred to
herein  as the  "Base  Salary").  The  Base  Salary  shall be  payable  in equal
installments  in  conformity  with  the  Company's  normal  payroll  period.  In
addition,  the Employee  shall receive  additional  compensation  of $20,000 per
annum for his services in supervising  the Los Angeles office and for performing
the services referred to in Section 2 (iv) above,  provided  however,  that such
additional  compensation  shall not become  payable  until  eight weeks from the
execution of this Agreement.  Such  additional  salary shall be


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payable  in equal  installments  commencing  eight  weeks  from the date of this
Agreement in conformity with the Company's normal payroll period.

            3.2  STOCK  OPTIONS.  In  connection  with  the  execution  of  this
Agreement,  the  Company  shall  cause  MCY.com,  Inc.  ("MCY.com")  to issue to
Employee  options to purchase 50,000 shares of MCY.com's common stock, par value
$.001 per share, at an exercise price of $12.50 per share, pursuant to MCY.com's
1999 Stock Incentive Plan (the "Plan").  The foregoing options shall vest over a
period of thirty-six  months as set forth on the annexed Stock Option Agreement,
commencing  eight  weeks  from the  execution  of this  Agreement  (unless  this
Agreement is terminated prior to the last day of such eight week period).

            3.3 SIGNING  BONUS.  The Employee  shall receive a one time bonus of
$5,000 upon execution of this Agreement.

         4. EMPLOYEE BENEFITS.

            4.1   AUTOMOBILE   ALLOWANCE.   Commencing   eight  weeks  from  the
executionof  this  Agreement,  the  Company  shall  pay to  Employee  a  monthly
automobile allowance in an amount not to exceed $600 per month.

            4.2 OTHER BENEFITS.  During the Term,  Employee shall be entitled to
receive other  perquisites  and fringe benefits in accordance with the plans and
policies of the  Company,  including,  without  limitation,  medical  insurance,
disability and life  insurance,  participation  in retirement and savings plans,
and other such  perquisites and fringe benefits  generally made available by the
Company to its  executives  and key  management  employees,  subject to and on a
basis consistent with the terms, conditions,  and overall administration of such
plans and policies.

            4.3 VACATION.  Employee shall be entitled to two weeks paid vacation
as is consistent  with the  Company's  policies for its senior  management.  The
Employee  shall  additionally  be paid  for up to five  (5)  sick  days  and all
traditional holiday vacation days in accordance with Company policy and US Law.

         5.  INSURANCE.  The Company  shall have the right to apply for and take
out, in the  Company's own name or otherwise,  at the Company's  expense,  life,
health,  accident,  or other  insurance  covering  Employee,  in any  amount the
Company  deems  necessary  to protect  the  Company's  interest  hereunder,  and
Employee  shall have no right,  title or interest  in or to any such  insurance.
Employee  shall assist the Company in obtaining  such insurance by submitting to
usual  and  customary  medical  and  other  *examinations


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and by signing such  applications,  statements  and other  instruments as may be
reasonably required by any insurance company.

         6.  EXPENSES.  During the Term,  Employee  shall be entitled to receive
reimbursement  for all  reasonable  business  expenses  (inclusive of air travel
between New York and Los  Angeles)  incurred  by him,  (in  accordance  with the
policies and  procedures  from time to time adopted by the Board of Directors of
the  Company  for its  senior  executives)  in  performing  services  hereunder,
provided that Employee properly accounts therefor in accordance with such policy
and  procedures.  All  expenses  over  $5,000  in any  calendar  month  shall be
pre-approved in writing by an officer of the Company.  In addition,  the Company
shall provide  Employee  with  suitable  housing in New York in an amount not to
exceed the sum of $2,500 per month  whenever,  Employee  shall be working in New
York on Company business.

         7.  DEDUCTIONS AND  WITHHOLDINGS.  All amounts  payable or which become
payable under any provision of this Agreement shall be subject to any deductions
authorized by Employee and any deductions and withholdings required by law.

         8. TERMINATION.

            8.1  DEATH.   This  Agreement  shall  terminate   immediately   upon
Employee's death, unless sooner terminated hereunder, subject to Section 8.6 (a)
and (d) below.

            8.2  TERMINATION  BY THE COMPANY WITH CAUSE.  The Company shall have
the right to terminate  Employee's  employment  hereunder for Cause,  subject to
Section 8.6 (c) and (d) below. For purposes of this Agreement, "Cause" means (a)
the  failure by  Employee  substantially  to perform  his duties or  obligations
hereunder;  (b) Employee engaging in misconduct which is materially injurious to
the Company;  (c) Employee's  conviction of a crime of moral  turpitude;  or (d)
Employee's  conviction by, or entry of a plea of guilty or nolo contendere in, a
court of competent jurisdiction of a crime constituting a felony.

            8.3  TERMINATION  BY THE  COMPANY  WITHOUT  CAUSE.  The  Company may
terminate  Employee's  employment hereunder without Cause at any time during the
Term  of  this   Agreement,   subject  to   Section   8.6  (b)  and  (d)  below.
Notwithstanding any provision herein to the contrary,  if the Company terminates
the  Employee  within  eight (8) weeks  from the  execution  of this  Agreement,
Employee shall receive four (4) weeks severance of Base Salary as opposed to the
compensation set forth in Section 8.6 (b) below.



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            8.4 DISABILITY.  If Employee shall be unable to perform his services
hereunder  by reason of illness or other  incapacity,  his failure so to perform
his duties will not be grounds for  terminating  his employment for Cause by the
Company;  provided,  however,  should the period of such incapacity exceed three
months,  or if on 50% or more of the  normal  working  days  throughout  six (6)
consecutive  months  Employee is unable to perform his duties  fully due to such
incapacity, then the Company may terminate his employment hereunder,  subject to
Section 8.6 (a) and (d) below.

            8.5  TERMINATION  BY THE  EMPLOYEE.  In the event that the  Employee
terminates this Agreement,  all rights and obligations of the Company  hereunder
shall thereupon immediately  terminate,  as set forth in Section 8.6 (c) and (d)
below.

            8.6 EFFECT OF TERMINATION.

               (a)  Upon termination of this Agreement or Employee's  employment
                    hereunder  pursuant  to  Sections  8.1  or 8.4  hereof,  all
                    compensation and benefits  payable by the Company  hereunder
                    shall be immediately terminated; provided, however, Employee
                    or his  estate,  as the case may be,  shall be  entitled  to
                    receive any payments under any applicable life or disability
                    insurance plans. Such payments, if any, shall be made at the
                    time and in accordance with the terms and conditions of such
                    plans.

               (b)  Upon  termination  of  Employee's   employment  pursuant  to
                    Section  8.3 hereof,  within 10 days after such  termination
                    Employee  shall be  entitled  to receive a payment  equal to
                    forty-five   (45)   calendar   days   of  Base   Salary   as
                    consideration for such termination.

               (c)  Upon  termination  of  Employee's   employment  pursuant  to
                    Sections 8.2 or 8.5 hereof,  Employee  shall not be entitled
                    to receive any payment upon such termination.

               (d)  Notwithstanding  the  termination  of this  Agreement or any
                    provision herein to the contrary,  the Employee shall in all
                    events  be  subject  to the  Confidentiality  Agreement  (as
                    hereinafter defined) after the termination of this Agreement
                    pursuant to its terms.


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<PAGE>


         9. TRUST AND CONFIDENTIALITY.  The Company and the Employee acknowledge
that  each  of  such   parties   shall  be  required  to  execute  a  Trust  and
Confidentiality Agreement upon the execution of this Agreement.  Employee agrees
to abide by the terms of said Trust and Confidentiality Agreement.

         10. GENERAL PROVISIONS.

            10.1  NOTICES.  All notices  required to be given under the terms of
this  Agreement  shall be in writing and shall be deemed to have been duly given
only if delivered to the addressee in person or mailed by certified mail, return
receipt requested, to the address as included in the Company's records or to any
such other address as the party to receive the notice shall advise by due notice
given in accordance with this paragraph.  Any party hereto may change its or his
address for the purpose of receiving notices,  demands and other  communications
as herein  provided,  by a written  notice given in the manner  aforesaid to the
other party hereto.

            10.2 BENEFIT OF AGREEMENT AND ASSIGNMENT. This Agreement shall inure
to the benefit of and be binding  upon the parties  hereto and their  respective
executors,  administrators,  successors  and assigns;  provided,  however,  that
Employee  may not assign any of his rights or duties  hereunder  except upon the
prior written consent of the Board of Directors of the Company.

            10.3 APPLICABLE LAW. This Agreement is made in and is to be governed
by and construed under the laws of the State of New York.

            10.4 CAPTIONS.  The captions  appearing at the  commencement  of the
sections hereof are  descriptive  only and for convenience of reference only and
are not  intended  to be part of or to effect the meaning or  interpretation  of
this Agreement.

            10.5  SEVERABILITY.  In  the  event  that  any  one or  more  of the
provisions  contained in this Agreement or in any other  instrument  referred to
herein,  shall, for any reason, be held to be invalid,  illegal or unenforceable
in any respect,  then to the maximum extent  permitted by law, such  invalidity,
illegality  or  unenforceability  shall not affect any other  provision  of this
Agreement or any other such instrument.

            10.6 ENTIRE AGREEMENT.  This Agreement contains the entire Agreement
of the parties,  and supersedes any and all other Agreements,  either oral or in
writing,  between the parties  hereto with respect to the subject matter hereof.
Each party to this Agreement acknowledges that no representations,  inducements,
promises, or Agreements,


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oral or otherwise, have been made by either party, or anyone acting on behalf of
either  party,  which  are not  embodies  herein,  and that no other  Agreement,
statement or promise not contained in this Agreement shall be valid or binding.

            10.7  AMENDMENTS.  This Agreement may be modified or amended only by
an Agreement in writing signed by the Company and Employee.

            10.8 WAIVER. No waiver of any provision hereof shall be valid unless
made in writing  and signed by the party  making  the  waiver.  No waiver of any
provision of this Agreement  shall  constitute a waiver of any other  provision,
whether or not similar, nor shall any waiver constitute a continuing waiver.

            10.9 ATTORNEYS'  FEES.  Should any party hereto institute any action
or proceeding at law or in equity,  or in connection  with any  arbitration,  to
enforce any  provision of this  Agreement,  including an action for  declaratory
relief,  or for damages by reason of an alleged  breach of any provision of this
Agreement,  or otherwise in  connection  with this  Agreement,  or any provision
hereof,  the prevailing party shall be entitled to recover from the losing party
or parties  reasonable  attorneys'  fees and costs for services  rendered to the
prevailing party in such action or proceeding.

            10.10  REPRESENTATIONS AND WARRANTIES.  Each party hereto represents
and  warrants  that it or he has the power and  authority to execute and deliver
this Agreement and to perform its or his obligations hereunder.

            10.11  COMPLIANCE  WITH LAWS AND POLICIES.  Employee  agrees that he
will at all times comply  strictly with all applicable  laws and all current and
future  policies  of the  Company,  including  but not  limited to the Trust and
Confidentiality  Agreement  of even date  herewith by and among the Employee and
the Company, the provisions of which are hereby incorporated herein by reference
and made a part hereof.

            10.12  ARBITRATION.  Any dispute or controversy  arising under or in
connection  with this  Agreement,  other than matters  pertaining  to injunctive
relief, including, without limitation, temporary restraining orders, preliminary
injunctions and permanent injunctions,  shall, upon the written demand of either
party served upon the other party, be submitted to arbitration. Such arbitration
shall be held in the City of New York,  New York,  and  conducted in  accordance
with the Rules of the American Arbitration Association.

         IN WITNESS WHEREOF, this Agreement is executed on the day and year
first above written.


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         MCY MUSIC WORLD, INC.              EMPLOYEE

By:      /s/ Bernhard Fritsch               By: /s/ Thomas Noack
         Bernhard Fritsch, President        Thomas Noack



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