PRINCIPAL PARTICIPATION AND EMPLOYMENT AGREEMENT

         Agreement made this 15th day of June, 1999 by and between  MAGICINC.COM
a Delaware Corporation,  (hereinafter referred to as the "Company"), and John J.
Kearney,  (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  MAGIC.MUSIC:  The Principal
hereby  agrees to  assist  in the  financing,  of Magic  Music,  the sum of five
thousand dollars in goods and services ($5,000)  (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 certain
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:

                            John J. Kearney
                            2611 NE 14 ST
                            Fort Lauderdale, FLA 33304


         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 June 1999.

        /s/ John J. Kearney                              /s /
      ----------------------------------              -----------------
       Principal                                        Company


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