EMPLOYMENT AGREEMENT

         THIS EMPLOYMENT Agreement (the "Agreement") is made and entered into on
the 16th day of November,  2000 by and between MCY Music World, Inc., a Delaware
corporation  with offices at 1133 Sixth  Avenue,  New York,  New York 10036 (the
"Company"),  and P. William Staby,  an individual  residing at 366 State Street,
Brooklyn, New York 11217 ("Executive").

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

                  WHEREAS,  the Company desires to employ Executive as its Chief
Financial Officer; and

                  WHEREAS, Executive desires to gain employment with the Company
as its Chief Financial Officer under the terms and conditions herein stated;

                  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  Executive,  and Executive  hereby
accepts  employment  hereunder,  for a term of  thirty-six  months (the  "Term")
commencing  on the date  hereof,  subject to prior  termination  as  provided in
Section 8 herein.  The Term may be extended by mutual  agreement  of the Company
and the Executive on a month to month basis after the initial  thirty-six  month
period.

         2.POSITION  AND DUTIES.  Executive  shall serve as the Chief  Financial
Officer of the Company and of its corporate parent, MCY.com, Inc. ("MCY"), shall
devote 100% of his working time to the Company,  shall serve at the direction of
and report to the Chief Executive  Officer of the Company and MCY, or such other
officer of the Company as the Chief  Executive  Officer  shall from time to time
designate and shall perform the following duties, in addition to those which may
from  time to time be  prescribed  by the  Board of  Directors  or bylaws of the
Company and MCY:

         (i)      Creation  and   implementation   of  an  overall   group  wide
                  accounting  structure,  financial plan and financial reporting
                  structure for the Company and MCY;

         (ii)     Advice to the Board of the  Company  and MCY with  respect  to
                  cash flow, budget and financial analysis;

         (iii)    Assist in the preparation of internal financial statements and
                  financial reports for the Company and MCY;

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         (iv)     Assist in the preparation of 1934 Exchange Act Reports;

         (v)      Analyze  and  advise the Board  with  respect to  investments,
                  strategic alliances, joint ventures, mergers and acquisitions;

         (vi)     Prepare financial  reports,  projections and presentations for
                  Investment Bankers, Shareholders and the Public; and

         (vii)    Form  relationships  with and introduce the Company and MCY to
                  Investment  Banking  firms,  Hedge  Funds  and  Strategic  and
                  Non-Strategic investment and business partners.

         3. COMPENSATION.

                  3.1 BASE  SALARY.  For  Executive's  services  hereunder,  the
Company shall pay to Executive an initial salary which,  when annualized,  would
be equal to $205,000  per annum (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.  The Base Salary shall  increase to
$225,000 per annum commencing on March 1, 2001, to $250,000  commencing March 1,
2002 and to $275,000  commemcing March 1, 2003.  Notwithstanding  the foregoing,
nothing  herein  shall  require the Company to employ the  Executive  during the
entire Term of the  Agreement or limit the  Company's  ability to terminate  the
Executive's employment as provided herein.

                  3.2 BONUS.  The  Executive  shall be eligible to receive bonus
compensation  if and when granted by the Board of  Directors.  The Company shall
not  be  obligated  to  pay  Executive  bonus   compensation.   Any  such  bonus
compensation  shall be at the sole  discretion  of the Board of Directors of the
Company.

                  3.3 STOCK  OPTIONS.  In connection  with the execution of this
Agreement, the Company shall cause MCY to issue to Executive options to purchase
up to 500,000  shares of MCY's common  stock,  par value $.001 per share,  at an
exercise price of $6.00 per share,  pursuant to MCY's 1999 Stock  Incentive Plan
(the  "Plan").  These  options  shall  vest over a period of  thirty-six  months
commencing  on the date of this  Agreement  as set  forth on the  annexed  Stock
Option Agreement.

         4.       EXECUTIVE BENEFITS.

                  4.1  OTHER  BENEFITS.  During  the  Term,  Executive  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,

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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 Executives,  subject to and on a basis consistent with the terms,
conditions, and overall administration of such plans and policies.

                  4.2  VACATION.  Executive  shall be entitled to two weeks paid
vacation per annum as is consistent  with the Company's  policies for its senior
management.  The Executive  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  Executive,  in any amount the
Company  deems  necessary  to protect  the  Company's  interest  hereunder,  and
Executive  shall have no right,  title or interest in or to any such  insurance.
Executive  shall assist the Company in obtaining such insurance by submitting to
usual  and  customary  medical  and  other  examinations  and  by  signing  such
applications,  statements and other instruments as may be reasonably required by
any insurance  company.  The Executive shall be covered by the Company's Officer
and Director Liability Insurance Plan.

         6. EXPENSES.  During the Term,  Executive  shall be entitled to receive
reimbursement  for  all  reasonable   business  expenses  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  Executive  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 the Chief Executive  Officer
of the Company. In the event that Executive  inadvertently exceeds such limit in
any given month, same shall not constitute a default hereunder.

         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 Executive and any deductions and withholdings required by law.

         8. TERMINATION.

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

                  8.2  TERMINATION BY THE COMPANY WITH CAUSE.  The Company shall
have the right to terminate Executive's  employment hereunder for Cause, subject
to Section 8.6 (c) and (d) below,  which Cause is not cured  within  thirty (30)
days after receipt of written  notice thereof by the Executive from the Company.
For  purposes of this  Agreement,  "Cause"  means (a) the  failure by  Executive
substantially  to perform his

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duties or obligations  hereunder;  (b) Executive engaging in misconduct which is
materially  injurious to the Company;  (c) Executive's  conviction of a crime of
moral turpitude;  or (d) Executive'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 Executive's  employment hereunder without Cause at any time during the
Term of this Agreement, subject to Section 8.6 (b) and (d) below.

                  8.4  DISABILITY.  If Executive  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
six months,  or if on 50% or more of the normal working days  throughout six (6)
consecutive  months  Executive 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  EXECUTIVE.  In the  event  that  the
Executive  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
                                    Executive's employment hereunder pursuant to
                                    Sections 8.1 or 8.4 hereof, all compensation
                                    and   benefits   payable   by  the   Company
                                    hereunder subsequent to the date of death or
                                    disability shall be immediately  terminated;
                                    provided,  however, Executive 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 Executive's  employment
                                    pursuant to Section  8.3  hereof,  within 10
                                    days after such termination  Executive shall
                                    be  entitled  to receive a payment  equal to
                                    equal to six (6)  months of the  Executive's
                                    Base  Salary  if  such  termination   occurs
                                    within  the first six (6)  months  following
                                    the date of this  Agreement  or equal to the
                                    lesser of one (1) year or the  remainder  of
                                    the  Employment  Term  if  said  termination
                                    pursuant  to Section  8.3  occurs  after six
                                    months from the date of this Agreement.

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<PAGE>

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

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

         9.       GENERAL PROVISIONS.

                  9.1 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.

                  9.2 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 Executive may not assign any of his rights or duties  hereunder except upon
the prior written consent of the Board of Directors of the Company.

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

                  9.4 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.

                  9.5  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.

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<PAGE>

                  9.6 ENTIRE  AGREEMENT.  This  Agreement  and the annexed Stock
Option Agreement contain the entire Agreement of the parties,  and supersede 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, 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.


<PAGE>


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

                  9.8 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.

                  9.9   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.

                  9.10 COMPLIANCE WITH LAWS AND POLICIES.  Executive 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 those set forth
in Section 10 below.

                  9.11 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.

         10.  RESTRICTIONS   RESPECTING  CONFIDENTIAL   INFORMATION,   COMPETING
BUSINESSES, ETC.


                  10.1 The Executive  acknowledges  and agrees that by virtue of
the Executive's  position and  involvement  with the business and affairs of the
Company and MCY, the Executive will develop substantial  expertise and knowledge
with  respect to all  aspects of the  business,  affairs and  operations  of the
Company and MCY and will have access to significant  aspects of the business and
operations  of  the  Company  and  MCY  and  to  Confidential   and  Proprietary

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Information (as such term is hereinafter  defined).  The Executive  acknowledges
and agrees that the Company will be damaged if the Executive  were to breach any
of the  provisions  of this Section 10 or if the  Executive  were to disclose or
make   unauthorized  use  of  any  Confidential  and  Proprietary   Information.
Accordingly,  the Executive expressly acknowledges and agrees that the Executive
is voluntarily  entering into this Agreement and that the terms,  provisions and
conditions  of  this  Section  10 are  fair  and  reasonable  and  necessary  to
adequately protect the Company and its interests and those of its shareholders.

                  10.2 For purposes of this  Agreement,  the term  "Confidential
and  Proprietary  Information"  shall  mean  any  and all  (i)  confidential  or
proprietary  information  or material not in the public domain about or relating
to the business, operations, assets, financial condition, plans and/or prospects
of the Company or MCY or any of their  respective  subsidiaries  or any of their
respective  trade  secrets,   including,   without   limitation,   research  and
development plans or projects; computer materials such as programs, instructions
and  printouts  and any source  codes,  object codes and  algorithms;  formulas;
product testing information;  business  improvements,  processes,  marketing and
selling strategies;  strategic business plans (whether pursued or not); budgets;
unpublished financial statements;  licenses;  pricing, pricing strategy and cost
data;  information  regarding the skills and  compensation  of  executives;  the
identities of clients and potential  clients;  intellectual  property rights and
strategies  regarding  intellectual  property including any work on any patents,
trademarks,  tradenames or universal resource  locators,  prior to any filing or
the use  thereof  in  commerce;  financing  terms and  strategies;  the terms of
contractual  concepts  with artists and other third  parties,  pricing,  timing,
sales  terms,  methods,  practices,  strategies,  forecasts;  and (ii) any other
information, documentation or material not in the public domain by virtue of any
action by or on the part of the  Executive,  the knowledge of which gives or may
give the Company,  MCY or any of their  respective  subsidiaries  a  competitive
advantage over any entity not possessing such information.  For purposes hereof,
the  term  Confidential  and  Proprietary  Information  shall  not  include  any
information  or material (i) that is known to the general  public other than due
to a breach of this  Agreement  by the  Executive  or (ii) was  disclosed to the
Executive by a person or entity who the Executive did not reasonably believe was
bound to a confidentiality or similar agreement with the Company.

                  10.3 The Executive hereby covenants and agrees that, while the
Executive is employed by the Company and thereafter, unless otherwise authorized
by the Company in writing,  the  Executive  shall not,  directly or  indirectly,
under  any

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circumstance:  (i) disclose to any other person or entity any  Confidential  and
Proprietary  Information  (other than in the regular  course of the  Executive's
duties to the Company for the benefit of the  Company),  other than  pursuant to
applicable law,  regulation or subpoena or with the prior written consent of the
Company; (ii) act or fail to act so as to impair the confidential or proprietary
nature  of  any  Confidential  and  Proprietary   Information;   (iii)  use  any
Confidential and Proprietary  Information  other than for the sole and exclusive
benefit  of the  Company;  or (iv)  offer or agree to, or cause or assist in the
inception or  continuation  of, any such  disclosure,  impairment  or use of any
Confidential  and Proprietary  Information.  Following the Employment  Term, the
Executive  shall return all  documents,  records and other items  containing any
Confidential  and  Proprietary  Information  to the Company  (regardless  of the
medium in which maintained or stored),  without  retaining any copies,  notes or
excerpts  thereof,  or at  the  request  of  the  Company,  shall  destroy  such
documents,  records  and items  (any such  destruction  to be  certified  by the
Executive  to the  Company in  writing).  Following  the  Employment  Term,  the
Executive  shall  return to the Company any property or assets of the Company in
the Executive's possession.

                  10.4 The  Executive  covenants  and  agrees  that,  while  the
Executive  is  employed  by the  Company  and for any period that the Company is
paying  severance to the Executive  hereunder or for a period of one (1) year if
the Executive's employment hereunder is terminated for Cause, if applicable, the
Executive  shall not,  directly or indirectly,  manage,  operate or control,  or
participate in the ownership,  management, operation or control of, or otherwise
become  interested  in  (whether  as an  owner,  stockholder,  partner,  lender,
consultant,  executive,  officer,  director,  agent,  supplier,  distributor  or
otherwise) any business  which is competitive  with the business of the Company,
MCY or any of their respective  subsidiaries or, directly or indirectly,  induce
or influence any Person that has a business  relationship with the Company,  MCY
or any of their respective subsidiaries,  to discontinue or reduce the extent of
such relationship. For purposes of this Agreement, the Executive shall be deemed
to be  directly  or  indirectly  interested  in a  business  if he is engaged or
interested  in that business as a  stockholder,  director,  officer,  executive,
agent, partner, individual proprietor, consultant, advisor or otherwise, but not
if the Executive's  interest is limited solely to the ownership of not more than
five  percent  (5%) of the  securities  of any class of equity  securities  of a
corporation  or other  Person  whose shares are listed or admitted to trade on a
national  securities  exchange  or are  quoted on  NASDAQ or a similar  means if
NASDAQ is no longer providing such information.

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<PAGE>

                  10.5 While the  Executive  is  employed by the Company and for
one (1) year after the  Executive  ceases to be an employed by the Company,  the
Executive  shall not,  directly or  indirectly,  solicit to employ or employ for
himself or others any  Executive of the Company or MCY or any  subsidiary of the
Company or MCY who was an  Executive  of the  Company or any  subsidiary  of the
Company or MCY as of the date of the termination of the  Executive's  employment
with the Company or during the preceding  six (6) month  period,  or solicit any
such  Executive  to leave  such  Executive's  employment  or join the  employ of
another, then or at a later time.

                  10.6 The parties agree that nothing in this Agreement shall be
construed  to limit or negate the common  law of torts,  confidentiality,  trade
secrets, fiduciary duty and obligations where such laws provide the Company with
any broader, further or other remedy or protection than those provided herein.

                  10.7  Because  the  breach  of any of the  provisions  of this
Section 10 may result in  immediate  and  irreparable  injury to the Company for
which the Company may not have an adequate  remedy at law, the Company  shall be
entitled,  in addition to all other rights and remedies  available to it at law,
in equity or otherwise,  to a decree of specific  performance of the restrictive
covenants  contained  in  this  Section  10 and  to a  temporary  and  permanent
injunction  enjoining  such  breach  (without  being  required to post a bond or
furnish other security or to show any damages).

                  10.8 In the event the Executive  challenges this Agreement and
an injunction is issued staying the  implementation  of any of the  restrictions
imposed by Section 10 hereof,  the time remaining on the  restrictions  shall be
tolled until the  challenge  is resolved by final  adjudication,  settlement  or
otherwise.

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

MCY MUSIC WORLD, INC.                                EXECUTIVE



By:/s/ Bernhard Fritsch                        By: /s/ P. William Staby
   ----------------------------                   -----------------------------
   Bernhard Fritsch, President                     P. William Staby


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