PRINCIPAL PARTICIPATION AND EMPLOYMENT AGREEMENT

     Agreement made this 15th day of December,  1999 by and between MAGICINC.COM
a Delaware Corporation,  (hereinafter referred to as the "Company"),  and Robert
Michael Ingria, (hereinafter referred to as the "Principal"), in connection with
the financing, production and distribution and management of a independent music
label a division of the Company  herein after referred to as Magic Music created
for the purpose of internet musical entertainment.

                                    RECITALS

     WHEREAS, the company is a corporate entity established to develop,  finance
and distribute independent musical artists over the internet through it's wholly
owned division Magic Music.

     WHEREAS,   the  Principal   desires  to  participate  in  the   management,
acquisition  of  musical  properties,  distribution,   merchandising,   accounts
payable, accounts receivable etc. for Magic music.

     WHEREAS,  the  associate  has made  independent  inquiry  into the  skills,
talents  and  knowledge  of the  Company  and it's  President  in  regard to its
reputation and experience in producing or acquiring music  properties,  internet
knowledge,  e-commerce and the Principal further represents and warrants that he
has  sufficient  experience in financial  and business  matters to recognize the
advantages and  disadvantages of his  participation in the financing,  producing
and distribution and management of musical properties for the Company.

     WHEREAS, the Principal acknowledges that the opportunity referred to herein
is a publicly  listed  security and subject to the provisions of rule 144 of the
Securities Act of 1933.

     WHEREAS,   the  Principal   warrants   that  the  Company  has   completely
familiarized  the  Principal  with all aspects of the  Company's  operations  in
regard to its intended  production and  distribution of musical  properties etc.
over the internet.

     WHEREAS,  the Principal  realizes that the nature and extent of the success
or  failure of Magic  Music  cannot be  predetermined  and it is  therefore  the
Principals  desire  that his  contribution  to Magic  Music  and his  subsequent
compensation from Magic Music be determined in such manner as will permit him to
accept the risk of failure and likewise  benefit upon the commercial  success of
Magic music.



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     WHEREAS,  the Principal represents and warrants that he is able to bear the
economic risks and he understands the high risk nature of the music and internet
industry,  and that he further  understands  that  whole or partial  loss of his
contribution  will  result  if the  aforesaid  Magic  Music is not  commercially
successful.

     WHEREAS,  the  parties  hereto  wish to enter into a written  agreement  to
reflect their  understanding as to the Principal  contribution and participation
in Magic Music.

     NOW, THEREFORE,  for good and valuable consideration,  the parties agree as
follows:

         1.  CONTRIBUTION TO THE DEVELOPMENT OF MAGICMUSIC: The Principal hereby
agrees  to  assist  in the  financing,  of  Magic  Music,  the  sum  of  ($0.00)
(hereinafter  referred  to as the  "contribution"),  subject  to the  conditions
contained  herein.  Said  contribution  shall  be  used  by  the  company  as an
investment  in the Company  and/or  bridge  financing,  development  or start up
production costs of Magic Music.

         2.  EXECUTIVE COMPENSATION: The company hereby agrees to compensate the
Principal  75,000 of  MAGICINC.COM  common shares in a publicly  traded  Company
listed on the Over the Counter Bulletin Boards (OTCBB) under the symbol (MAGC).

         3.  Principal  Requirements:   The  Principal  agrees  to  perform  all
necessary  services  for the  Company  on a full time  basis for a period of one
calendar year.

         (a).  The  Principal  agrees  to perform all  tasks normally related to
running a Company as well as all administrative functions.

         (b).  The  company agrees  to pay all reasonable expenses the Principal
incurs relating to usual costs during the term of this agreement.  The principal
agrees to provide receipts,  bills of sale etc. to the Company in regards to all
expenses.

         (c).  There is no salary from  Company to  Principal  in regards to the
terms and  conditions of this  agreement.  At no time is there to be paid by the
Company to the  Principal  any other  compensation  other  than is  specifically
stated in item #2.

         4.  OPERATION/MANAGEMENT OF  BUSINESS  ENTERPRISE;  RELATIONSHIP OF THE
PARTIES: All decisions regarding the management,  operation and control of Magic
Music shall be vested between the Principal/s and the President of MAGICINC.COM.
During the term of the agreement it is understood  that the  Principal/s and the
President of MAGICINC.COM will require joint signatures on all checks in regards
to Magic Music's day to day operations.



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         (a). The  Principal has relied only on the  foregoing  information  and
documents in  determining  whether to execute this  agreement  and that,  to the
extent  necessary,  the  Principal  has  obtained  and relied  upon  appropriate
professional  advise in regards to this  agreement and its tax,  legal merits or
liabilities or potential consequences.

         (b). The Principal has been informed and understands that the Music and
internet industry is a highly  speculative  business that involves a high degree
of risk. The Principal  further  acknowledges  that the company has not made any
representations  relative  to the  potential  success  or  profitability  of the
Company or Magic Music hereunder.

         (c).  Except  as set forth in this  agreement,  no  representations  or
warranties  have been made to the  Principal  by the  Company,  or by any agent,
employee or affiliate of the Company,  and in entering  into this  agreement the
Principal is not relying upon any  information  other than that contained in the
agreement, and the results of the Principal own independent investigation.

         5.       ACCOUNTING AND REPORTS BY THE COMPANY

         (a) The  Principals  shall  maintain  complete  books and records  with
respect to its operations of Magic Music for the term of this agreement.

         (b) The Principal shall have the right to reasonably  examine the books
and records of the Parent Company  MAGICINC.COM.  Such examination shall be made
during  reasonable  advance written notice,  at the regular place of business of
the company where such books and records are maintained,  and shall be conducted
on the Principals behalf and at the Principals  expense.  Such examination shall
not be made more  frequently than  semi-annually  with respect to any accounting
period.  With respect to any  accounting  period for which a statement  has been
rendered by the Company,  such examination  shall be permitted only for a period
of one year from the date such statement was received by the Principal.

         (c). No action,  suit or  proceeding  arising out of this  agreement or
concerning the statement or other accounting  rendered by the Company  hereunder
or to the  period of time to which such  statement  or  account  relates  may be
maintained against the Company unless commenced within one year from the date of
such review of the books and records of MAGICINC.COM

         6.  ADDITIONAL  DOCUMENTS:  Each of the  parties  agrees to execute any
additional  documents which may be required or desirable to fully effectuate the
purposes  and intent of this  agreement or to carry out the  obligations  of the
parties  hereunder,  provided that they are not inconsistent with the provisions
of this agreement.

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         7.   REPRESENTATIONS  AND  WARRANTIES.   The  parties  hereby  mutually
represents  to one another that they have the full power,  authority,  right and
title to enter into and perform this agreement and the transactions contemplated
hereby or referred to herein,  and each party has taken all necessary  action to
authorize  the  entry  into  and   performance   of  this   agreement  and  such
transactions.

         8.  CEASE  OF  BUSINESS  OPERATIONS:  The Company has sustained certai
costs and developed a business  relationship  with the rights of Magic Music and
failure to conduct business, on behalf of the company could seriously negatively
impact the Principal.

         9.  SELF-SERVING CONTRACT:  Due to  the relationship of the parties and
the concessions  represented  below the company hereby releases any self-serving
contract claim in relation to the Principal.

         10.  ASSIGNMENT:  The  Company may assign its rights  hereunder  to any
firm,  corporation  or entity  without  the  written  authorized  consent by the
Principal.  However  the  Principal  may not  assign any or all of its rights or
obligations hereunder without the prior written consent of the Company.  Nothing
contained in this sentence  shall prevent the Company from  assigning to receive
money hereunder.  This agreement shall in no event be construed as a third party
beneficiary  contract  and is not  intended  for the  benefit  of any  person or
company  whomever except the parties hereto unless allowed herein.  No waiver by
one party or breach or default by the other party shall be deemed to be a waiver
of any  preceding,  continuing  or  succeeding  breach  of the same or any other
provision of this agreement.  Each party  acknowledged that no representation or
warranty not expressly set forth in this  agreement has been made or relied upon
by the other party,  it being agreed that this agreement  constitutes the entire
agreement of the parties  regarding the subject matter hereof and supersedes all
prior agreements with respect thereto.

         11.  FORCE  AND  AFFECT,  WAIVER  AND  MODIFICATION:    This  agreement
supersedes and replaces all prior agreements or  understandings  or negotiations
(whether oral or written) which existed or may have existed  between the parties
regarding the subject matter hereof.  No waiver or  modification or amendment of
all or any of the  provisions  hereof or of right or remedy  hereunder  shall be
affected  unless in  writing  signed by the party who is  purported  to be bound
thereby or against  whom such waiver or  modification  or amendment is asserted,
and then only to the extent set forth in such writing. This agreement may not be
changed or modified  or amended or  terminated  without  the written  consent of
either executive or company or it's affiliated parties.

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         12.  APPLICABLE  LAW: This  agreement  shall be construed in accordance
with the laws of the State of Florida and  applicable  to  agreements  which are
fully executed and fully performed  within said state of which associate  states
on this agreement as its residence.

         13.  LEGAL FEES AND COSTS:  The  Prevailing  party shall be entitled to
reasonable  attorneys  fee's  and  costs  from  the  nonprevailing  party in any
litigation  that arises out of this  agreement.  In the event of a dispute under
this agreement it shall be submitted first to arbitration under the rules of the
American  Arbitration  Association and the result of that  arbitration  shall be
binding between both parties.

         14. NOTICES AND ACCOUNTING AND PAYMENTS:  All notices,  communications,
accounting  or  payments  required to be made  hereunder,  or which may be given
hereunder,  by or to either of the  parties,  shall be in  writing  and shall be
delivered personally or by United States mail, first class, to the addresses and
addressed as specified below.  These addresses may be changed by either party at
any time by said party giving  written  notice to the other  party.  The date of
service of any notices  hereunder shall be the date of personal  delivery or the
date of mailing, whichever is applicable.

         (a)  The address  set forth  below is the true and correct residence of
              the associate.

         All notices to the Principal shall be sent to:

                            Robert M. Ingria
                            210 174th St. #2419
                            Sunny Isles Beach, FL 33160

         All notices to the company shall be sent to:

                           MAGICINC.COM
                           1599 s.e. 2nd Ct.
                           Ft.  Lauderdale Fl 33301

Signed and accepted this 15 day of December 1999.

   /s/Robert Michael Ingria                        /s /
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Principal                                         Company


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