CONFIDENTIALITY AND NON-CIRCUMVENTION AGREEMENT

This AGREEMENT effective and entered into as of this November 28, 1999,

BETWEEN: GREG ORLANDELLA AND CORPORATE CAPITAL RESEARCH, INC.
                  24422 Santa Clara Dana Point, CA 92629

AND:              MCY.COM, INC. AND BERNHARD FRITSCH
                  1133 Avenue of the Americas, 28th Floor NY,NY 10036

In order to pursue mutual business purposes, the parties recognize that there
may be a need to disclose to each other certain Confidential Information and to
provide for mutual agreement to protect such Confidential Information which is
to be used only for the stated purpose. In consideration of the mutual promises
contained herein, the parties agree as follows:

1.       This Agreement shall apply to all confidential and proprietary
         information disclosed by the parties to each other, including, but not
         limited to information listed in attached Schedule A (hereafter
         referred to as "Confidential Information").

2.       The parties acknowledge that disclosure of the existence of discussions
         between them regarding the business purpose specified in Schedule A
         could result in irreparable damage to the business and goodwill of the
         other party, whether such disclosure should occur in the course of such
         discussions or should follow their discontinuation of discussions. Each
         party agrees to hold such discussions in strictest confidence and not
         disclose their existence, nature or substance to any third party for
         any reason without the prior written consent of the other.

3.       Each party agrees to hold the Confidential Information of the other in
         strict confidence and not to disclose such Confidential Information to
         any third parties. Any party may disclose the other's Confidential
         Information to their respective responsible employees, but only to the
         extent necessary to carry out the purposes for which the Confidential
         Information was disclosed, and the parties agree to instruct all such
         employees not to disclose such Confidential Information to third
         parties, including consultants, without the prior written permission of
         the party disclosing such Confidential information.

4.       The obligations under paragraph 3 shall not apply to Confidential
         Information which is already known to the receiving party at the time
         that it is disclosed, or which, before being divulged to the receiving
         party, (a) has become publicly known through no wrongful act of the
         receiving party; (b) has been rightfully received from a third party
         without restriction on disclosure and without breach of this Agreement;
         (c) has been independently developed by the receiving party; (d) has
         been approved for release by written authorization of the disclosing
         party; (e) has been furnished by the disclosing party to a third party
         without a similar restriction on disclosure; or (f) has been disclosed
         pursuant to a requirement of a governmental agency.

5.       The parties hereby acknowledge that all Confidential Information shall
         be owned solely by the disclosing party and that the unauthorized
         disclosure or use of Confidential Information could cause irreparable
         harm and significant injury which may be difficult to ascertain.
         Accordingly, the parties agree that the disclosing party shall have the
         right to seek an immediate injunction enjoining any breach of this
         Agreement.

6.       The parties hereby enter into a non-circumvention relationship whereby
         each will respect and will not circumvent the other with respect to any
         third party relationships introduced to the other, which relationships
         may include, but not be limited to funding sources.


SIGNED FOR AND ON BEHALF OF                    SIGNED FOR AND ON BEHALF OF
Greg Orlandella, Corporate Capital Research    Bernhard Fritsch, MCY.Com, Inc.


By: /s/ Greg Orlandella                        By: /s/ Bernhard Fritsch

Date:                                          Date:
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                                   SCHEDULE A

All information provided by the parties one to the other or by their
representatives, either orally, in writing or in electronic form marked
"confidential" and relating to all matters, including information relating to
internet, internet eCommerce and communications and information systems.