EMPLOYMENT AGREEMENT

         This agreement ("Agreement") is made as of July 11, 1999, and is by and
between MCY MUSIC WORLD,  INC., a Delaware  company (the "Company") and Mitchell
Lampert (the "Executive").

         In consideration of the mutual covenants herein contained,  the parties
agree as follows:

         1.       Position and Responsibilities.
                  ------------------------------

                  1.1 The  Executive  shall  serve as General  Counsel and shall
perform the duties  commensurate  with such capacity for the Company and for any
subsidiary  or affiliate of the Company,  if  applicable.  The  Executive  shall
devote such amount of working time and  attention to the business and affairs of
the Company as the Executive  deems  necessary and shall render such services to
the best of his ability and use his best efforts to promote the interests of the
Company.  The Executive shall not be assigned any duties  inconsistent  with his
position as General Counsel.  Notwithstanding  the foregoing,  the Executive may
engage in aircraft  manufacturing  and legal activities  outside of the scope of
his  employment,  for  other  clients  and  for  compensation,  so  long as such
activities do not in any way compete with the business of the Company.

         2.       Employment Term.
                  ----------------

                  2.1 The initial  term of  employment  shall be for a period of
three  years,  commencing  with the date hereof,  unless  sooner  terminated  as
provided in this Agreement.  This Agreement shall be renewed annually for a term
of one year unless the  Company or the  Executive  gives  notice to the other of
termination at least six (6) months prior to the expiration of the initial term,
or any  successive  term,  as the case  may be.  Each of the  Executive  and the
Company at his or its sole  discretion and without any reason,  may elect not to
renew this Agreement at the end of the initial term or any successive term.

                  2.2 Notwithstanding the provisions of paragraph 2.1 above, the
Company shall have the right to terminate the  Executive's  employment for Cause
(as defined in paragraph 2.3 below); provided, however, that the Executive shall
not be deemed to have been  terminated  for Cause  unless and until the Board of
Directors  at a  meeting  duly  called  and  held for that  purpose  shall  have
determined that the Executive  committed an act falling within the definition of
Cause  and  specifying  the  basis for such  determination.  If the  Executive's
employment shall be terminated by the Company for Cause,  then the Company shall
pay to the Executive any unpaid salary through the effective date of termination
plus such compensation as set forth in paragraph 5.1(b)(i).

                  2.3 For purposes of this  Agreement  the term,  "Cause"  shall
mean the Executive's: (a) engagement in gross misconduct materially injurious to
the  Company:  (b)  knowing  and  willful  neglect  or  refusal to attend to the
material duties assigned to him by the Board of Directors of the Company,  which
is  not  cured   within  30  days  after   written   notice;   (c)   intentional
misappropriation  or

<PAGE>

property of the Company to the  Executives  own use; (d) commission of an act of
fraud or embezzlement; or (e) conviction for a crime (excluding misdemeanors and
minor traffic offenses).

                  2.4 Any purported termination of the Executive's employment by
the Company  hereunder  shall be  communicated by a Notice of Termination to the
Executive in accordance  with  paragraph 13. For purposes of this  Agreement,  a
"Notice of  Termination"  shall mean a written notice which shall indicate those
specific  termination  provisions in this  Agreement  relied upon and which sets
forth in  reasonable  detail  the facts and  circumstances  claimed to provide a
basis for  termination  of the  Executive's  employment  under the provisions so
indicated.

                  2.5 For purposes of this  Agreement,  the date of  termination
shall be: (a) if this  Agreement is terminated by the Company for Incapacity (as
defined in paragraph 4.1 below),  the date on which a Notice of  Termination  is
given,  (b) if the  Executive's  employment is terminated by the Company for any
other reason (other than death),  the date on which a Notice of  Termination  is
given or (c) if the Executive terminates his employment for any reason, the date
on, which he gives the Company notice of such termination.

         3.       Compensation.
                  -------------

                  3.1 The Company shall pay to the Executive for the services to
be  rendered  by the  Executive  hereunder,  a salary  for the  initial  term of
employment  under this  Agreement at the rate of $250,000 per annum.  The salary
shall be payable in accordance with the Company's regular  policies,  subject to
applicable  withholding  and other  taxes.  Such salary will be  increased  each
January 1 during  the term of this  Agreement  by an amount  equal to 10% of the
Executive's salary for the prior fiscal year.

                  3.2 The  Executive  shall receive a cash bonus with respect to
each  fiscal  year  of  the  Company  during  which  he is  employed  hereunder,
commencing  with the year ending  December  31,  1999,  in an amount to be to be
determined at the discretion of the Board of Directors of the Company, but in no
event less than the sum of $65,000.

                  3.3 The  Executive  shall be entitled to  participate  in, and
receive benefits from any vacation, holiday,  insurance,  medical, disability or
other  employee  benefit plan of the Company  which may be in effect at any time
during the course of his  employment by the Company and which shall be generally
available to senior executives of the Company occupying  positions of comparable
status or  responsibility.  In addition,  the Executive shall be entitled to two
weeks of paid vacation.  The Company shall also obtain  comprehensive health and
travel insurance for the Executive and his immediate family.

                  3.4 The Company agrees promptly to reimburse the Executive for
all reasonable and necessary  business expenses,  including without  limitation,
telephone and facsimile  charges incurred by him on behalf of the Company in the
course of his  duties  hereunder,  upon the  presentation  by the  Executive  of
appropriate  evidence  thereof.  In  addition,  the  Company  agrees to

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<PAGE>

promptly  reimburse  or pay  automobile  expenses of  Executive,  provided  such
amounts shall not exceed $1,000 per month, upon presentation by the Executive of
appropriate evidence thereof.

         4.       Death; Incapacity.
                  ------------------

                  4.1 If,  during the term of employment  hereunder,  because of
illness or other  incapacity,  the Executive  shall fail for a period of six (6)
consecutive  months   ("Incapacity"),   to  render  the  services   contemplated
hereunder,  then the  Company,  at its  option,  may  terminate  the  employment
hereunder  by notice to the  Executive,  effective on the giving of such notice;
provided  however,  that the Company  shall (i) pay to the  Executive any unpaid
salary through the effective date of termination  specified in such notice; (ii)
pay to the Executive his accrued but unpaid incentive compensation,  if any, for
any bonus period ending on or before the date of termination of the  Executive's
employment with the Company; (iii) continue to pay the Executive for a period of
twelve (12) months following the effective date of termination,  an amount equal
to the  excess,  if any, of (A) the salary he was  receiving  at the time of his
Incapacity,  over (B) any benefit the  Executive  is entitled to receive  during
such period under any disability insurance policies provided to the Executive by
the Company or maintained by the Executive, such amount to be paid in the manner
and at such  time  as the  salary  otherwise  would  have  been  payable  to the
Executive;  and (iv) pay to the  Executive  (within 45 days after the end of the
fiscal quarter in which such termination  occurs) a pro-rata portion (based upon
the  period  ending on the date of  termination  of the  Executive's  employment
hereunder) of the incentive compensation,  if any, for the bonus period in which
such termination  occurs. The Company shall have no further liability  hereunder
(other than for reimbursement for reasonable business expenses incurred prior to
the date of the Executive's Incapacity and other reimbursable expenses due under
Section  3.4  through  the date of  Executive's  Incapacity,  and  repayment  of
compensation for unused vacation days that have accumulated  during the calendar
years in which such termination occurs).

                  4.2 In the  event of the  death of the  Executive  during  the
Employment  Term, the Employment  Term hereunder  shall terminate on the date of
death of the Executive; provided, however, that the Company shall (i) pay to the
estate of the deceased  Executive any unpaid Salary through the Executive's date
of death;  (ii) pay to the estate of the  deceased  Executive  his  accrued  but
unpaid  incentive  compensation if any, for any bonus period ending on or before
the Executive's date of death; (iii) pay to the estate of the deceased Executive
(based  upon the period  ending on the date of death) a pro rata  portion of any
incentive compensation, if any for the bonus period in which termination occurs;
and (iv)  continue  to pay the  Executive  for a period  of twelve  (12)  months
following the Executive's date of death, an amount equal to the excess,  if any,
of (A) the  salary  he was  receiving  at the  time of his  death,  over (B) any
benefit the  Executive is entitled to receive  during such period under any life
insurance  policies provided to the Executive by the Company,  such amount to be
paid in the  manner  and at such time as the  salary  otherwise  would have been
payable to the Executive.  The Company shall have no further liability hereunder
(other than for (x)  reimbursement  for reasonable  business  expenses  incurred
prior to the date of the Executive's death and other  reimbursable  expenses due
under  Section  3.4 through the date of  Executive's  death,  and

<PAGE>

(y)  payment of  compensation  for unused  vacation  days that have  accumulated
during  the  calendar  year in which  such  termination  occurs).

         5.       Severance compensation Upon Termination of Employment.
                  ------------------------------------------------------

                  5.1 (a) If the  Executive's  employment with the Company shall
be  terminated  (x) by the  Company as a result of a Major  Event (as defined in
paragraph 5.3 below), or (y) by the Executive for Good Reason in connection with
a Major Event, then the Company shall:

                      (i) pay to Executive as severance pay, payable at the time
of termination,  an amount equal to the sum of (z) any unpaid salary through the
effective date of termination,  and (w) an amount equal to one (1.00) multiplied
by the Executive's  "base amount" (as determined in accordance with Section 28OG
of the Internal Revenue Code of 1986 (the "Code")); and

                      (ii)  arrange to  provide  Executive,  for a  twelve-month
period  (or such  shorter  period as  Executive  may  elect),  with  disability,
accident and health insurance  substantially similar to those insurance benefits
which Executive is receiving  immediately prior to the earlier of a Major Event,
if any, or the date of  termination  to the extent  obtainable  upon  reasonable
terms, provided,  however, if it is not so obtainable,  the Company shall pay to
the  Executive in cash,  the annual amount paid by the Company for such benefits
during the previous year of the Executive's employment.

                      (iii) Notwithstanding the foregoing,  the payments made to
the  Executive  pursuant to this  Section  5.1(a) shall be reduced to the extent
necessary  to prevent  such  payments  from  constituting  an "excess  parachute
payment"  within the meaning of Section 2800 of the Code,  and in the event that
such payments are reduced, the Executive shall be permitted to direct the manner
in which the payments shall be reduced.

                    (b) If the Executive's employment shall be terminated (x) by
the Company  other than pursuant to paragraph 4 or paragraph  5.1(a),  or (y) by
the Executive for Good Reason other than in connection with a Major Event,  then
the Company shall:

                      (i) Pay to the Executive as severance pay,  payable at the
time of  termination,  an amount equal,  to any unpaid salary through the end of
the term of this Agreement, plus an amount equal to one year of Executive's base
salary as shall be in effect at the time of termination.

                  5.2 For  purposes of this  Agreement  the term "Good  Reason,"
shall mean any of the following:

                      (i) a Major Event;

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<PAGE>

                      (ii) the  assignment  to the  Executive  by the Company of
duties in connection  with, or a substantial  alteration in the nature or status
of, Executive's  responsibility on the later of the date of this Agreement or on
the last date on which such responsibilities are increased;

                      (iii) a reduction by the Company in the  Executive's  base
salary as in effect on the later of the date of this  Agreement or the last date
on which such base salary is increased:

                      (iv) any breach by the Company of any  material  provision
of this  Agreement;  provided,  however,  that the Executive  shall give written
notice to the Company which shall  indicate those  specified  provisions in this
Agreement  relied upon and which shall set forth in reasonable  detail the facts
and circumstances claimed to provide a basis for such termination; or

                      (v) any failure by the Company to obtain the assumption of
this Agreement by any successors or assigns of the Company.

                  5.3 For purposes of this  Agreement,  a "Major Event" shall be
deemed to have occurred if (i) there shall be consummated any  consolidation  or
merger of the Company in which the Company is not the  continuing  or  surviving
Company or  pursuant  to which  shares of the  Company's  common  stock would be
converted into cash,  securities or other  property,  other than a merger of the
Company in which the holders of the Company's common stock  immediately prior to
the  merger  have  the  same  proportionate  ownership  of  common  stock of the
surviving Company  immediately after the merger; (ii) there shall be consummated
any sale,  lease,  exchange or other transfer (in one transaction or a series of
related  transactions)  of all,  or  substantially  all,  of the  assets  of the
Company;  (iii) proceedings or actions for the liquidation or dissolution of the
Company  are  initiated  by the  Company;  or (iv) any  "Person"  (as defined in
Sections  13(d) and 14(d) of the  Exchange  Act)  (other than the  Executive  or
persons who  beneficially  own more than 25% of the capital stock of the Company
on a fully  diluted and as converted  basis  outstanding  as of the date hereof)
becomes the  "beneficial  owner" (as defined in Rule 13d-3 under the  Securities
Exchange Act of 1934, as amended ("Exchange Act")),  directly or indirectly,  of
30% or more of the Company's outstanding capital stock on a fully diluted and as
converted basis at such time; provided,  however, that a "Major Event" shall not
be deemed to have  occurred  solely  by reason of the  consummation  of a firmly
underwritten Public offering by the Company of common stock registered under the
Securities Act of 1933, as amended.  As used in this paragraph 5.3, for purposes
of defining a "Major Event", "Company" shall also mean the parent corporation of
the Company (ie. Health Builders International,  Inc. or any such reverse merger
entity).

                  5.4  (a) The  Executive  shall  not be  required  to  mitigate
damages or the  amount of any  payment  provided  for under  this  Agreement  by
seeking other  employment or otherwise,  nor,  except to the extent  provided in
paragraph  5.1 above,  shall the amount of any payment  provided  for under this
Agreement be reduced by any compensation  earned by the



                                       5
<PAGE>


Executive  as a result  of  employment  by  another  employer  or by  retirement
benefits, after the date of termination, or otherwise.





                                       6
<PAGE>




                    (b) The  provisions  of  this  Agreement,  and  any  payment
provided for hereunder,  shall not reduce any amounts otherwise  payable,  or in
any way diminish the Executive's  existing rights,  or rights which would accrue
solely  as a result  of the  passage  of time,  under  any  benefit  plan of the
Company, or other contract, plan or arrangement, or pursuant to applicable law.

         6.       Restrictive Covenant.

                  6.1  Non-Competition.  From and after the date hereof,  to and
including  the  first  (1st)  anniversary  of the  date of  termination  of this
Agreement, the Executive shall not directly or indirectly become employed by any
person,  company,  partnership or other entity which is primarily engaged in the
business of  distribution  of music or music CD's via the  internet or the World
Wide Web, in each case in the  Territory.  The term  "Territory"  shall mean the
United States of America.  The Executive  shall be deemed directly or indirectly
to engage in a  business  if he  participates  therein as a  director,  officer,
stockholder,   employee,  agent,  consultant,   manager,  salesman,  partner  or
individual  proprietor,  or as an  investor  who has  made  advances  or  loans,
contributions  to capital or  expenditures  for the purchase of stock, or in any
capacity or manner whatsoever;  provided,  however, that the foregoing shall not
be deemed to prevent the Executive from investing in securities of a company, so
long as such  investment  does not exceed 5% of the voting stock of any class of
such company's securities.

                  6.2  Nondisclosure.  The  Executive  shall  not  at  any  time
divulge,  communicate, use to the detriment of the Company or for the benefit of
any other person or persons, or misuse in any way, any Confidential  Information
(as  hereinafter  defined)  pertaining  to  the  business  of the  Company.  Any
Confidential Information or data now or hereafter acquired by the Executive with
respect to the business of the Company (which shall include,  but not be limited
to,  information  concerning  the  Company's  financial  condition,   prospects,
technology,  customers,  suppliers,  sources  of  leads  and  methods  of  doing
business)  shall be deemed a valuable,  special and unique  asset of the Company
that  is  received  by the  Executive  in  confidence  and as a  fiduciary,  and
Executive  shall  remain a fiduciary  to the Company with respect to all of such
information.  For purposes of this Agreement,  "Confidential  Information" means
information  disclosed  to  the  Executive  or  known  by  the  Executive  as  a
consequence of or through his employment by the Company  (including  information
conceived,  originated,  discovered or developed by the  Executive)  prior to or
after  the date  hereof,  and not  generally  known,  about the  Company  or its
business.  Notwithstanding  the  foregoing,  nothing  herein  shall be deemed to
restrict the Executive from  disclosing  Confidential  information to the extent
required by law.

                  6.3  Nonsolicitation  of Employees  and Clients.  At all times
while the  Executive  is  employed  by the Company and for a one (1) year period
after the  termination of the  Executive's  employment  with the Company for any
reason, the Executive shall not, directly or indirectly,  for himself or for any
other person, firm,  corporation,  partnership,  association or other entity (a)
employ or attempt to employ or enter into any contractual  arrangement  with any
employee or former  employee  of the  Company,  unless  such  employee or former
employee has not been  employed by the Company for a period in excess of six (6)
months;  and/or (b) call on or solicit any of the actual or


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<PAGE>

targeted prospective clients of the Company on behalf of any person or entity in
connection with any business  competitive with the business of the Company;  nor
make known the names and addresses of such client or any information relating in
any manner to the Company's trade or business relationships with such customers,
other than in connection with the  performance of Executive's  duties under this
Agreement.

         7.  Options.  Executive  shall be granted  400,000  options to purchase
common  stock of the  Company on or before the date  hereof,  with (i) 50,000 of
such options being exercisable immediately upon execution of this Agreement at a
price of $1.50 per share;  (ii) 350,000 options being  exercisable over a period
of three years at $1.50 per share as follows:  35,000 on August 26, 1999; 35,000
on December  26,  1999;  49,000 on April 26,  2000;  56,000 on October 26, 2000;
56,000 on April 26, 2001;  56,000 on October 26, 2001; 63,000 on April 26, 2002,
plus such additional  options as shall be granted to Executive from time to time
at the  discretion  of the Board of Directors of the Company.  The Company shall
register such shares for sale under the  Securities Act of 1933 at any time upon
the  request  of the  Executive.  In  addition,  in the event  that the  Company
completes a merger or reorganization  with a public company (such as with Health
Builders  International,  Inc.) all of the foregoing options shall relate to and
be exchange for a  proportionate  number of options to acquire  shares of Health
Builders  International,  Inc.  or such  other  public  company,  it  being  the
intention  that  the  Options  will  be  exercisable   into  publically   traded
securities.

         8. Arbitration.  Any dispute,  controversy or claim arising under or in
connection  with  this  Agreement,  or  the  breach  hereof,  shall  be  settled
exclusively by  arbitration  in accordance  with the rules then in effect of the
American Arbitration  Association under its Employment Mediation Rules. Judgment
upon the award rendered by the  Arbitrator(s) may be entered in any court having
jurisdiction thereof. Any arbitration held pursuant to this Section 8 shall take
place  in  New  York.  Should  either  party  hereto,  or  any  heirs,  personal
representatives,  successors  or  assigns  of  either  patty  hereto,  resort to
litigation  or  arbitration  to  enforce  this  Agreement,  the party or parties
prevailing  in such  litigation  shall be  entitled,  in  addition to such other
relief as may be granted, to recover its or their reasonable attorney's fees and
costs in such  litigation or arbitration  from the party or parties against whom
enforcement was sought.

         9.  Successor  to  the  Company.  (a)  The  Company  will  require  any
successors  or  assigns  (whether  direct  or  indirect,  by  purchase,  merger,
consolidation or otherwise) to all or  substantially  all of the business and/or
asset of the Company, by agreement expressly,  absolutely and unconditionally to
assume and agree to perform  this  Agreement  in the same manner and to the same
extent that the Company would be required to perform it if no such succession or
assignment had taken place.  As used in this Agreement  "Company" shall mean the
Company as herein defined and any  successors or assigns to its business  and/or
assets as aforesaid,  which executes and delivers the agreement  provided for in
this paragraph 9 or which otherwise becomes bound by all the term and provisions
of this Agreement by operation of law.


                                       8
<PAGE>

                  (b)  This  Agreement  shall  inure  to the  benefit  of and be
enforceable by the  Executive's  personal and legal  representatives,  electors,
administrators,  heirs,  distributees,  devises and  legates.  If the  Executive
should  die while any  amounts  are still  payable  to him  hereunder,  all such
amounts,  unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to the  Executive's  estate.  This  Agreement  shall not
otherwise be assignable by the Executive.

         10. No Third Party Beneficiaries.  This Assignment does not create, and
shall not be construed as creating,  any rights  enforceable by any person not a
party to this Agreement except as provided in paragraph 9 hereof.

         11.  Headings.  The headings of the paragraphs  hereof are inserted for
convenience  only and shall not be deemed to  constitute  a part  hereof  nor to
affect the meaning thereof.

         12. Interpretation. In case any one or more of the provisions contained
in this  Agreement  shall,  for any reason,  be held to be  invalid,  illegal or
unenforceable  in any respect,  such invalidly,  illegality or  unenforceability
shall not affect any other provisions of tho Agreement, and this Agreement shall
be construed as if such invalid,  illegal or  unenforceable  provision had never
been contained herein. If, moreover, any one or more of the provisions contained
in the  Agreement  shall for any  reason be held to be  excessively  broad as to
duration,  geographical  scope,  activity or subject,  it shall be  construed by
limiting and reducing it, so as to be enforceable to the extent  compatible with
the applicable law as it shall then appear.

         13.  Notices.  All notices under this Agreement shall be in writing and
shall be deemed to have been given at the time when  delivered  personally or by
facsimile transmission,  sent by recognized overnight courier service, or mailed
by registered or certified  mail,  addressed to the address set forth at the end
of this  Agreement,  or to such changed  address as such party may have fixed by
notice;  provided,  however,  that any  notice  of change  of  address  shall be
effective only upon receipt.

         14.  Waivers.  If either party should waive any breach of any provision
of this  Agreement,  he or it shall not  thereby  be deemed to have  waived  any
preceding  or  succeeding  breach  of the same or any  other  provision  of this
Agreement. No waiver shall be effective unless it is in writing and signed by an
authorized representative of the waiving party.

         15.  Complete  Agreement;  Amendments.  The  foregoing  is  the  entire
agreement  of  the  parties  with  respect  to the  subject  matter  hereof  and
supersedes in its entirety any letter  agreement or other  writings by and among
the Executive and the Company. This Agreement may not be amended,  supplemented,
canceled or  discharged  except by written  instrument  executed by both parties
hereto.

         16. Governing Law. This Agreement is to be governed by and construed in
accordance  with the laws of New York,  without  giving  effect to principles of
conflicts of law.




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<PAGE>


                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement as of the date first above  written and the parties  acknowledge  that
this Agreement  memorializes  their agreement since the effective date set forth
below.


MCY MUSIC WORLD, INC.                       EXECUTIVE

By: /s/ Bernhard Fritsch                    By: /s/ Mitchell Lampert
Name:    Bernhard Fritsch                   Name: /s/ Mitchell Lampert
Title: President                            Title:


Address for Notice:                         Address for Notices:

MCY Music World Inc.                        60 Little Fox Lane
307 7th Avenue, 23rd Floor                  Wilton, Connecticut 06897
New York, NY 10001


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