EXHIBIT 10.20

This agreement (the "Agreement") is entered into between Atomic Pop LLC, a
Delaware limited liability company having its principal place of business
located at 1447 Cloverfield Blvd., Santa Monica, CA 90404 ("Atomic Pop") and
CDKnet, LLC, a New York limited liability company having its principal place of
business located at 260 West 57th Street, Suite 1101, New York, NY 10019
("CDKnet") on this 25th day of October, 1999.

WHEREAS, Atomic Pop is in the business of providing music and music-related
content through various forms of media, including via the Internet; and

WHEREAS, CDKnet has developed a process based on its CDK(TM) (patent pending)
technology (the "CDK Technology") which enables the integration of stereo audio,
full screen high quality video and seamless Internet Web browsing from a
standard audio CD, and which process allows for the mass customization of CD's
containing audio and / or video content; and

WHEREAS, Atomic Pop would like to license from CDKnet, and CDKnet would like to
license to Atomic Pop, the CDK technology, in order to provide multimedia CD
masters to Atomic Pop, and to provide CD's to consumers which CD's would contain
music and music-related content, on the terms and conditions below;

NOW, THEREFORE, in consideration of the mutual promises of the parties hereto
and of the mutual benefits to be gained by the performance thereof, and such
other good and valuable consideration, the receipt and sufficiency of which the
parties hereto hereby acknowledge, the parties hereto agree as follows:

1. CDKnet will produce Web-connected multimedia CD masters containing content as
supplied by Atomic Pop. The CD masters will include interface design, player
customization, digitization and compression. Upon execution of this Agreement,
CDKnet will produce one promotional multisession CD master for Atomic Pop at no
expense to Atomic Pop. Atomic Pop will pay CDKnet $5,000 per each multimedia
master intended for the production of CD's for commercial distribution to the
public. Such payment will be made by Atomic Pop within ten (10) days after
delivery by CDKnet of such master. Atomic Pop agrees that, during the term of
this Agreement, it will utilize CDKnet to produce the masters for all
multisession commercially distributed compact discs embodying principally
content owned or controlled by Atomic Pop.

2. CDKnet will develop for Atomic Pop an Atomic Pop-branded custom multimedia CD
mini-site including site development, media asset digitization and storage,
back-end integration, and CD fulfillment. This site will allow consumers to
create customized multimedia CDs using the CDK technology with Atomic Pop
content. The CD will also contain integrated Web links to the Atomic Pop Web
site. The concept and functionality of the site will be subject to Atomic Pop's
approval.

3. CDKnet will provide the technology and service necessary to digitize and
store the content provided by Atomic Pop, process the order request received
through the Atomic Pop custom CD site, replicate the CDK selected by the
consumer and send the completed CDK to the consumer, and provide customer
technical support and service for CDKs.

4. Users of the Atomic Pop custom CD site will pay Atomic Pop directly for each
CDK purchased. Atomic Pop will determine the retail price of such CDK's. Atomic
Pop will pay CDKnet, by the 25th business day of the following month, $4.95 per
CD (for shipping and handling) for each custom CD for which Atomic Pop has been
paid during any month during the term of this agreement.

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5. The packaging and discs for any such multimedia and custom Atomic Pop CDK's
will include CDKnet's, and its licensor's, trademarks and logos. Each CDK will
incorporate track credits, copyright notices and logos as furnished by Atomic
Pop.

6. a) Atomic Pop represents that it has the rights to any and all content,
packaging, advertising and other materials (collectively, the "Content")
provided by it to CDKnet and/or utilized in connection with the Atomic Pop CDK
Program, and that such Content does not and will not (i) infringe any third
party's copyright, trademark rights, rights of privacy and publicity, moral
rights or any other proprietary or personal rights or (ii) defame or otherwise
injure the reputation of any person, organization or entity. This section
survives the expiration hereof.

   b) CDKnet represents that it owns, has licensed rights to use and/or controls
the technology necessary for it to perform its obligations under this agreement.

7. Neither party shall issue any press releases for general public dissemination
without the prior written consent of the other party, which consent shall not be
unreasonably withheld or delayed.

8. This Agreement, and the license granted hereunder, will remain in effect for
three (3) years.

9. The rights and obligations of the each of the parties hereunder shall inure
to the benefit of and shall be binding upon the successors and assigns of such
party.

10. This Agreement contains the entire agreement between the parties hereof
pertaining to the subject matter hereof, and supercedes and replaces any and all
prior agreements between the parties concerning the subject matter hereof.

11. The terms and conditions hereof may be changed only by an agreement in
writing signed by the parties hereto.

12. This Agreement shall be governed by, construed and enforced under the laws
of the State of New York without giving effect to the conflicts or choice of law
provisions thereof.

13. This Agreement may be executed in several counterparts, each of which shall
be deemed to be an original but all of which together shall constitute one and
the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.

CDKnet, LLC                              Atomic Pop, LLC

By: /s/ Shai Bar Lavi                    By: /s/ illegible
    ----------------------------            ----------------------
Shai Bar Lavi, President

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