E-1
Exhibit 4
J-Bird Music Group Ltd.
Form 10-KSB
File No. 0-24449

                                
           J-BIRD MUSIC GROUP LTD. DOWNLOAD AGREEMENT

          THIS  AGREEMENT ("Agreement") is entered  into  by  and
between  AT&T Corp. ("AT&T"), 635 Madison Avenue, New  York,  New
York  10022, and J-Bird Music Group Ltd. ("J-Bird"), 396  Danbury
Road,  Wilton, Connecticut 06897. The Agreement is made effective
as  of  the  date that the last party to the Agreement  signs  it
where provided below (the "Effective Date"). In consideration  of
the  mutual  promises  contained herein,  the  parties  agree  as
follows:

          WHEREAS,  AT&T  has  developed a  new  technology  (the
"Technology") for: (i) taking sound recordings (each, a  "Track")
and creating encoded versions thereof (each, an "Encoded Track");
(ii)  the  delivery  of  Encoded  Tracks  via  the  Internet   to
interested  Internet users (each, a "Consumer");  and  (iii)  the
storage  of  Encoded  Tracks in the hard drive  of  a  Consumer's
general purpose computer and the playback of such Encoded  Tracks
from  such  Consumer's hard drive (such transmission,  reception,
storage  and  playback being referred to as a "Music  Download");
and,

          WHEREAS,  AT&T and J-Bird wish to enhance awareness  of
their  respective  products and services by making  available  to
Consumers  via  co-branded promotional  pages  (the  "Promotional
Pages")  created  by AT&T and hosted on AT&T a2b musicsm  website
(the "AT&T Website") Music Downloads of certain Encoded Tracks as
performed by certain musical performers (each, an "Artist"),  for
the  purpose  of enabling Consumers to effect Music Downloads  of
the Encoded Tracks;

          NOW, THEREFORE, in consideration of the mutual promises
contained  herein, and for other good and valuable consideration,
the receipt and sufficiency of which are acknowledged hereby, the
parties agree as follows:

          1.   License.

               (a)  J-Bird hereby grants to AT&T during the Term,
as  defined in paragraph 3 below, the worldwide right to use: (i)
the Tracks set forth in Schedule A hereto (as such Schedule A may
be  amended from time to time by mutual agreement of the parties)
for  the  purpose of preparing Encoded Tracks; (ii)  the  Encoded
Tracks  for  Music Downloads; (iii) the artwork from  the  albums
from  which  the applicable Tracks were taken (each, an  "Album")
and the underlying musical compositions and lyrics (together, the
"Composition") embodied on the applicable Tracks (the artwork and
Compositions  are  together referred  to  herein  as  the  "Album
Materials") in connection with such encoding and Music Downloads;
and,  (iv)  the  name, approved likeness and  biography  of  each
Artist performing one or more Tracks and such Artists' logos  (if
any)  (together, the "Artist Property"), in connection with  such
encoding, Music Downloads and advertising and/or promotion of the
Music  Downloads.  The  schedule of delivery  by  J-Bird  of  the
Tracks, Album Materials and Artist Property, and the availability
to  Consumers on the Promotional Pages of the corresponding Music
Download,  shall  be  in accordance with  Schedule  A.  Prior  to
delivery to AT&T, J-Bird shall obtain all necessary approvals and
clearances  respecting any Album Materials  and  Artist  Property
from all interested parties for the purposes contemplated herein.
Album  cover  art, Artist logos and any other graphical  material
shall  be  delivered to AT&T in JPEG bitmap format or  any  other
format  approved by AT&T. After the Term, AT&T will: (i) have  no
rights  to  the  Tracks or Encoded Tracks,  Album  Materials  and
Artist  Property; (ii) remove the Encoded Tracks, Album Materials
and Artist Property from the AT&T Website; and (iii) return to J-
Bird  or  destroy  any and all copies of the Tracks  and  Encoded
Tracks, Album Materials and Artist Property in AT&T's possession,
except  that  AT&T  may  retain  copies  of  Encoded  Tracks  for
demonstration  purposes which shall not include any  transmission
to the general public and, with J-Bird's approval, retain and use
the Encoded Tracks for promotional purposes.

               (b)   Music Downloads of Encoded Tracks will  only
be  permitted from the Promotional Pages and other such  websites
which  may be mutually agreed to in writing by the parties.  AT&T
shall  be  responsible  for  the content  and  operation  of  the
Promotional  Pages.  Access  to the Promotional  Pages  shall  be
permitted   to   all   Consumers  at  no   charge   and   without
discrimination  or  precondition, except that  Consumers  may  be
required to furnish certain information, such as the Consumer's e-
mail   address,  zip  code  and  other  demographic   information
("Consumer  Data"), and to accept the "Limited Use  and  Software
License  Agreement" for the Consumer's download and  use  of  the
software   needed  to  play  the  Encoded  Track   (the   "Player
Software").  J-Bird  agrees  that during  the  Term  any  website
operated  by  J-Bird  or  under J-Bird's  control  shall  feature
exclusively  the  AT&T Technology and a2b music method  of  Music
Download.

               (c)  J-Bird shall promptly notify AT&T whether any
of  the  Compositions embodied on any of the Tracks furnished  to
AT&T  are  in the public domain. If a Composition is not  in  the
public  domain,  J-Bird  agrees that it has  obtained,  or  shall
obtain  prior  to  such  delivery to AT&T, all  necessary  rights
relating  to  such  Composition  for  the  uses  contemplated  in
subparagraphs (a) and (b) above, and J-Bird shall be  responsible
for  any  consideration  due to any third  parties  (e.g.,  music
publishers) for use of such Composition in accordance herewith.

               (d)   AT&T will display a credit for J-Bird on the
Promotional Pages to be mutually agreed by the parties.

          2.   Warranties and Indemnities.

               (a)  J-Bird represents and warrants that it is the
owner  of,  or  has obtained such rights necessary  for  AT&T  to
exercise  the  rights  herein  granted  to,  the  Tracks,   Album
Materials and Artist Property, and that it has the full right and
authority  to  enter  into this Agreement and  grant  the  rights
herein  granted, including, but not limited to, all United States
and  worldwide Internet online rights (e.g., public  performance,
adaptation,  reproduction, transmission and distribution  rights)
in  the  Tracks,  Album  Materials and  Artist  Property.  J-Bird
further  represents  and  warrants that it  operates  a  website,
currently located at URL address www.jbirdrecords.com, and that J-
Bird  shall  maintain its website in accordance  with  the  terms
hereof  for the duration of the Term. J-Bird shall indemnify  and
hold  harmless  AT&T, its parents, its past, present  and  future
agents,   subsidiaries  and  affiliates,  and  their   respective
employees,  officers, agents and directors, against any  and  all
third party claims, actions and proceedings settled with J-Bird's
consent  or  reduced  to  final  judgment  (including  reasonable
attorneys  fees  and expenses) that the Tracks, Album  Materials,
Artist Property and/or Encoded Tracks (but only to those portions
of  the Encoded Tracks embodying the sound recording and not  the
Technology),  and/or  the  use thereof  as  contemplated  herein,
infringes  on  any  third party copyrights, trademarks  or  other
intellectual property rights. This obligation shall  survive  the
termination of this Agreement.

               (b)   AT&T represents and warrants that it  either
is the owner of the Technology or has the rights thereto required
to  perform its obligations hereunder, and that it has  the  full
right  and  authority to enter into this Agreement, to grant  the
rights  granted herein and to render the services to be  rendered
hereunder.  AT&T  shall indemnify and hold harmless  J-Bird,  its
parents,  its  past, present and future agents, subsidiaries  and
affiliates, and their respective employees, officers, agents  and
directors,  against any and all third party claims,  actions  and
proceedings  settled  with  ATU's consent  or  reduced  to  final
judgment (including reasonable attorneys fees and expenses)  that
the  Technology  and/or  those portions  of  the  Encoded  Tracks
embodying the Technology (and not the sound recordings)  infringe
on   any  patent,  copyright,  trademark  or  other  intellectual
property right. This obligation shall survive the termination  of
this Agreement.

          3.    Term.  The  Term shall commence on the  Effective
Date  and  continue  for a period of one  year.  The  Term  shall
thereafter  be  renewable for successive  one-year  periods  upon
mutual  agreement  of the parties. The foregoing notwithstanding,
AT&T may terminate this Agreement at any time upon written notice
to  J-Bird  in  the event J-Bird has breached any of  the  terms,
conditions,   representations  or   warranties   hereof   or   if
continuation  of  the  Agreement  would  expose  AT&T  to   legal
liability.

          4.    Promotion and Marketing.

               (a)   If  AT&T furnishes J-Bird with the AT&T  a2b
music  branded banner (the "AT&T Banner"), or if J-Bird furnishes
AT&T   with  the  J-Bird  Records  branded  banner  (the  "J-Bird
Banner"), then the receiving party shall use the furnished banner
as  a  linking  icon on its website.  Any link through  the  AT&T
Banner on J-Bird's website will permit interested Consumers to be
transferred  to the home page of the AT&T Website, and  any  link
through  the  J-Bird  Banner  on the  AT&T  Website  will  permit
interested  Consumers to be transferred to the home  page  of  J-
Bird's  website. J-Bird agrees that the AT&T Banner shall receive
prominent placement on any and all websites operated by J-Bird or
under  J-Bird's control for as long as Music Downloads of any  of
the  Encoded  Tracks are made available during the  Term  hereof.
AT&T  shall have approval, not to be unreasonably withheld,  over
the  appearance of the J-Bird Banner. Both the J-Bird website and
the  AT&T  Website shall feature a co-branded AT&T a2b musicsm/J-
Bird  Records banner which will link Consumers to the Promotional
Pages,  and  the  Promotional Pages will feature  both  the  AT&T
Banner  and the J-Bird Banner linking Consumers to the respective
home pages of AT&T and J-Bird.
               
               (b)   AT&T agrees to brand with J-Bird's logo  (or
other   specified   J-Birdrelated  image)  the  Player   Software
downloaded  from  the  Promotional Pages devoted  to  the  J-Bird
promotion  (the "Custom Player Software"), which  logo  or  image
shall  be  furnished to AT&T in JPEG bitmap format or  any  other
format approved by AT&T within a reasonable period of time  prior
to  the  scheduled date the Custom Player Software is to be  made
available by AT&T for download. AT&T shall have approval, not  to
be  unreasonably withheld, over the appearance of the J-Bird logo
or  image on the graphical display of the Custom Player Software.
The  J-Bird  logo or image will appear whenever a Consumer  opens
the Custom Player Software.

               (c) Music Downloads of Encoded Tracks will include
an  autoresponder e-mail coupon offering Consumers a discount  of
One  Dollar ($1.00) off the retail price of the Album from  which
the  Encoded Track was taken at selected brick-and-mortar  retail
outlets  to  be  determined by J-Bird ("Retail Outlets").  J-Bird
shall  be responsible for furnishing AT&T with a digital  version
of  the coupon in JPEG format within a reasonable period of  time
prior  to  the  date  said  coupon  will  be  made  available  to
Consumers,  the form of which coupon shall be subject  to  AT&T's
approval.   J-Bird   shall  further  be   responsible   for   any
arrangements  made  with Retail Outlets for discounts  on  Albums
(including,  but  not  limited to, reimbursements  of  discounted
amounts  and  promotions), and J-Bird shall  indemnify  and  hold
harmless AT&T, its parents, its past, present and future  agents,
subsidiaries  and  affiliates, and  their  respective  employees,
officers,  agents and directors, against any and all third  party
claims,   actions   and  proceedings  arising   from   any   such
arrangements.  This  indemnity shall survive the  termination  of
this Agreement

               (d)  Except as provided herein, no use may be made
of the trademarks, service marks, logos, trade names and/or other
insignia or symbols of either AT&T or J-Bird without the  written
approval  of the owner thereof. Each party shall have  reasonable
approval  over press releases, promotion and advertising  of  the
other party.

          5.    Compensation and Fees. Music Downloads  from  the
Promotional Pages shall be made available to Consumers at a  cost
to  be determined by J-Bird (but in no event less than $0.99  per
Music  Download), payable by credit card. AT&T shall collect  all
monies  from  the  sale of Music Downloads and shall  retain  for
itself  the first Two Thousand Dollars ($2,000) thereof,  net  of
credit  card fees, returns and taxes. Thereafter, AT&T and J-Bird
shall  share equally in amounts collected from the sale of  Music
Downloads, after deducting credit card fees, returns and taxes.

          6.    Limits of Liability.  Notwithstanding anything to
the  contrary herein, each party's liability to the other for any
and all claims and damages incurred by such party relating to  or
arising  out of the subject matter of this Agreement, whether  in
contract, tort, implied warranty, strict liability or other  form
of  action,  (except  for  real or tangible  property  damage  or
personal injury or death and any claims or damages relating to or
arising  out of any claim, action or proceeding which is  subject
to the above-referenced rights of indemnity); shall be limited to
Fifty Thousand Dollars ($50,000).

          7. General.

               (a)    Paragraph   Headings.  Paragraph   headings
contained  in this Agreement are for convenience only  and  shall
not be considered for any purpose in governing the provisions  of
this Agreement and shall not otherwise be given any legal effect.

               (b)   Assignments. AT&T may assign this  Agreement
or  any  of  its rights or delegate any of its duties under  this
Agreement  without  limitation.  J-Bird  may  not  make  such  an
assignment  or  delegation hereunder to any  entity  without  the
prior  written  consent  of  AT&T. Any  purported  assignment  or
delegation  of any such rights or duties hereunder  without  such
required consent shall be null and void.

               (c)   Waive . No term or provision hereof will  be
considered  waived  by  either party, and no  breach  excused  by
either  party, unless such waiver or consent is in writing signed
by  the party against whom the waiver is asserted. No consent  by
either  party to, or waiver of, a breach by either party, whether
express or implied, will constitute a consent to, waiver  of,  or
excuse  of  any other, different, or subsequent breach by  either
party-

               (d)   Severability. If any part of this  Agreement
is  found invalid or unenforceable, that part will be amended  to
achieve  as  nearly as possible the same economic effect  as  the
original  provision  and  the remainder of  this  Agreement  will
remain in full force.

               (e)   Governing  Law.  This  Agreement  shall   be
governed  by the law of the State of New York, without regard  to
conflicts  of  law  principles. If a dispute arises  out  of,  or
relates  to, this Agreement, and is not resolved by the  parties,
the parties agree to submit such dispute to non-binding mediation
to  be held in accordance with the Commercial Mediation Rules  of
the  American Arbitration Association ("AAA"). The parties  agree
that  their participation in a mediation and the entire mediation
proceeding,   including  but  not  limited  to  all   statements,
discussions,  conducts, rulings, findings  or  determinations  in
that mediation proceeding or related to it, will be confidential,
will  constitute settlement negotiations under Rule  408  of  the
Federal  Rules  of  Evidence and will not be  admissible  in  any
proceeding or any action of any kind, and that neither party will
introduce or attempt to introduce the above in any proceeding  or
action. The parties agree to perform whatever steps are necessary
to  ensure  that  each mediation proceeding  complies  with  this
paragraph. If not thus resolved, it shall be referred to  a  sole
arbitrator  selected by the parties within thirty  (30)  days  of
mediation  or,  in  the  absence  of  such  selection,   to   AAA
arbitration  which  shall  be  governed  by  the  United   States
Arbitration Act. The award shall be made within six (6) months of
selection  of  the  arbitrator and may be entered  in  any  court
having jurisdiction. The mediation and arbitration shall be  held
in  New  York  City.  The arbitrator shall  determine  issues  of
arbitrability but may not limit, expand or otherwise  modify  the
terms  of  the Agreement nor have authority to award punitive  or
other  damages in excess of compensatory damages and  each  party
irrevocable waives any claim thereto.  Each party shall bear  its
own  expenses  but  those  related to  the  compensation  of  the
mediator  and  arbitrator shall be borne  equally.  The  parties,
their  representatives, other participants and the  mediator  and
arbitrator  shall  hold  the existence,  content  and  result  of
mediation  and arbitration in confidence. Issues of  intellectual
property shall not be subject to mediation or arbitration.

               (f)   Entire  Agreement. This Agreement (including
any  exhibits and schedules which are attached hereto and made  a
part  hereof  by  this  reference) shall  constitute  the  entire
understanding of the parties with respect to the subject  matter,
superseding  all  prior and contemporaneous promises,  agreements
and  understandings, whether written or oral, pertaining  thereto
and  cannot  be  modified, amended or rescinded,  other  than  as
provided  by its terms, except by a writing duly executed  by  an
authorized representative of the party to be charged.

               (g)  Survival.  The termination or  expiration  of
this Agreement, howsoever occasioned, shall not affect any of the
provisions   of  this  Agreement  which  are  expressly   or   by
implication  to  come  into  or  continue  in  force  after  such
termination  or  expiration,  including  without  limitation  all
warranties and indemnities.

               (h)   Counterparts. This Agreement may be executed
in  one  or  more  counterpart copies, each  of  which  shall  be
considered  an  original, and all of which  when  taken  together
shall  constitute  one  and the same agreement.  Delivery  of  an
executed  counterpart of a signature page by telecopier shall  be
as  effective  as  delivery  of  an  original  manually  executed
counterpart.

               (i)   Relationship  of the Parties.  There  is  no
relationship of agency, partnership, joint venture, employment or
franchise  between  the  parties,  and  neither  party  has   the
authority  to  bind the other or to incur any obligation  on  its
behalf.

          IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as the Effective Date.

AT&T Corp.                          J-Bird Music Group Ltd.
By: /s/                                             By: /s/
Date: 5/14/98                       Date: 5/11/98
                              AT&T
                           Schedule A

Tracks for AT&T Downloads.

       Artist            Song                Track #     Album

1. Jimmy Stewart        Rainbow             Track # 1     Memrobilia
2. The Guess Who ?      These Eyes          Track # 15    Greatest Hits
3. Sugarpop             Heavy Duty Jones    Track # 1     Give Up Your Sister
4. Lovechild            All your Oceans     Track # 1     Lovechild
5. Alan St. Jon         Kick                Track # 3     Sky Daddy
6. Fraternal Order      Greetings From      Track # 1     Greetings from
                         Planet Love                       Planet Love
7. Greg Serrato         Child of the Blues  Track # 10    Child of the Blues
8. Dress Code           Power Surge         Track # 9     About Time
9. Harlem Gospel Choir  Jesus Is His Name   Track # 1     Harlem Gospel Choir
10. Jak Tweed           Shining Through &   Tracl # 1     Outer Shell