Dated as of: April 20, 2001

                                                     VIA FACSIMILE
                                                    (203) 359-5115



SPIN/VIBE Ventures LLC
205 Lexington Ave
New York, N.Y. 10016-6022

Attn: Robert L. Miller

Re: SPIN & VIBE -w- Uncommon Media Group, Inc.

Gentlemen:

         WHEREAS, Uncommon Media Group, Inc. (Company) is engaged in the
business of creating interactive audiovisual devices in the form of CD/DVD-ROMs
which include various forms of content as well as advertising and hyper-links
among its features and are distributed by way of inclusion as so-called outserts
in various magazines;

         WHEREAS, Company is creating a CD/DVD-ROM (the Disc) for inclusion as
an outsert in one or more of the magazine publications of the SPIN/VIBE which
will feature promotional content concerning, among other things, various
SPIN/VIBE artists and events promoted by the SPIN/VIBE, current videos and
related music, film and television programs, merchandise catalogs and related
materials (the Content);

         WHEREAS, SPIN/VIBE is desirous of including in its magazine(s)
audiovisual and/or audio-only material featuring various of its artists and
events as well as the merchandise available for purchase by the public;

         ACCORDINGLY, in consideration of the mutual promises herein contained
and other good and valuable consideration, receipt of which is hereby
acknowledged, the SPIN/VIBE and Company agree as follows:

         1. Grant of Rights: The SPIN/VIBE hereby irrevocably grants to Company,
on a gratis basis: (i) the right to embody the Content as described on Exhibit A
annexed hereto, on the Disc in the manner described in paragraph 2 below and
(ii) the right use the SPIN/VIBE name and logo, approved photographs and
approved likenesses of each person featured in each Video-Clip in connection
with the Disc as described in paragraph 2 below. Company acknowledges and agrees
that the Disc will be distributed solely by way of inclusion as a free outsert
to subscribers in issue(s) of SPIN/VIBE produced magazine agreement entitled
SPIN Magazine (est. circulation 526,424) and VIBE Magazine (est.
circulation701,624) as well as a Special Event Discs (Concerts, interviews).
With Working tiles as SPIN SPECIAL EDITION Volumes 1,2,3 and VIBE SPECIAL
EDITION Volumes 1,2,3 compilation series.


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         2. General Description of the Disc/Use of Materials Provided by You:
            ----------------------------------------------------------------

         (a)      (i) The Disc will be comprised of at least four (4) different
areas containing promotional content concerning: (A) music; and/or (B) fashion;
and/or (C) beauty; and/or (D) travel; and/or (E) backstage footage; and/or (F) a
link to an approved interactive online merchandising site. When the Disc is
accessed by the user, it will run a short audiovisual presentation highlighting
some or all of the Content of the Disc (the Opening Sequence). Following the
conclusion of the Opening Sequence, the user will be presented with a menu of
Areas of the Disc (the Main Menu), from which the user may access any of such
Areas. Once the user has selected a particular Area from the Main Menu, a menu
describing the general content for that Area will appear (an Area Menu). Based
on the user's selection from the Area Menu, he/she will be presented with
various sub-menus for that Area (each, an Area Sub-Menu), and based on the
user's selection from an Area Sub-Menu, he/she will be presented with specific
content in a separate on-screen window (a Content Window).

                  (ii) The Area Menu will be further divided by particular
genres of Content (e.g., interviews/bios, fashion/beauty, merchandise, travel,
backstage footage, music/music videos, nostalgia, video games, screen savers,
movie previews, etc.). Once the user has selected a particular genre from the
Area Menu, he/she will be presented with the Area Sub-Menu for that genre which
will give him/her the choice of viewing any of the video-clips embodied in that
Area relevant to such genre. Once the user has selected a particular video-clip,
a Content Window will appear and the video-clip concerned will be presented.

         (b)      (i) Company will embody the Video-Clips in the applicable
genre-related section of an Area as specified on Exhibit A annexed hereto. At
each genre-related Area Sub-Menu, the name and approved photograph of each
relevant artist, as well as the title of each relevant Video-Clip shall appear
on-screen. Once a particular Video-Clip is selected by the user from the
applicable genre-related Area Sub-Menu, a Content Window will appear and the
Video-Clip concerned will be presented. While such Content Window is accessed,
the name of the particular artist, for example, the name of the Video-Clip and
your name and logo will appear on-screen. Additionally, while such Content
Window is accessed and Video-Clip presented, the user will be presented with
multiple hyperlinks which, if the user is then on-line, will connect the user to
the website for that artist or to your preferred on-line merchandise retailer to
purchase general SPIN/VIBE or an artist's signature item of merchandise. In
addition to the use of the Video-Clips described above, you also acknowledge
that Company shall have the right to include shorter portions of each or any
Video-Clip in the Opening Sequence.

                  (ii) Company shall have the right to use the name and approved
photograph of each artist featured in each Video-Clip on the outside packaging
of the Disc and in any promotional advertisements.

         (c) You acknowledge and agree that, except as otherwise provided
herein, the specific Content contained on the Disc, the appearance and location
of such content, and all other elements relating to the Disc shall be determined
by Company in its sole discretion. In connection with the foregoing:

                  (i) You acknowledge that Company has advised you that it is
entering to similar licensing arrangements with other magazine publishers and
that its services are not exclusive to the SPIN/VIBE.

                  (ii) You acknowledge that Company has advised you that Company
will include hyperlinks in various places on the Disc which will connect the
user to Company's and sponsor's and advertiser's websites. The location,
placement and form of such hyperlinks shall be determined in Company's sole
discretion. Once the user is connected to Company's website, the user will be
surveyed to compile demographic information, as well as such other information
as Company may determine (including, without limitation, information concerning
preferences relating to the Content contained on the Disc). Notwithstanding
anything to the contrary expressed or implied herein, Company shall be exclusive
owner of all such user information it so compiles. Nevertheless, the Company
agrees to share with SPIN/VIBE and any of its advertisers or sponsors such data
as SPIN/VIBE shall, in writing, authorize and instruct it to so share at no cost
to SPIN/VIBE.


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         3. Delivery: You shall deliver to Company each Video-Clip and at least
one (1) approved photograph of each artist no later than 90 days prior to the
scheduled date for closing of materials for the subject issue. Each Video-Clip
will be delivered in Beta or Beta SP format or such other format as Company may
approve. SPIN/VIBE shall deliver all necessary art or video content it wishes
included on the Disc at least 90 days prior to the agreed date of
distribution/outsert, all of which material shall be in digital file format TIFF
(200Dpi min) and or scanable high quality 8"x10" photos.

         4. Advertising: You acknowledge that Company will be selling space on
the Disc to various advertisers and sponsors. The Company agrees to share with
SPIN/VIBE all sales contact information with SPIN/VIBE's print advertising sales
department or other appropriate SIN/VIBE department, provided that such
disclosure of information will not violate any agreements between Company and
advertisers and sponsors.

         5. Third Party Clearances: You shall be solely responsible for
obtaining and delivering to Company, at no cost to Company, all necessary
licenses, clearances, consents and permissions to enable Company to fully
exploit the Disc as contemplated herein (including, without limitation, all
licenses and consents from each artist featured in the Video-Clips or photos and
each other third party rendering services in connection with the creation of, or
otherwise entitled to compensation in connection with the exploitation of, the
Video-Clips. You shall also be solely responsible for obtaining, at no cost to
Company, a license from the music publisher of each musical composition embodied
in the Video-Clips & Photos, and master recording and/or video footage, which
licenses grant to Company the synchronization and/or mechanical reproduction
rights necessary to allow Company to embody such musical compositions, master
recordings and video footage on the Disc as provided herein. Your delivery to
Company of the materials required pursuant to paragraph 3 shall be deemed to be
your representation to Company that you have obtained all necessary licenses,
clearance and consents as described in this paragraph 5.

         7. Warranties, Representations and Indemnity:
            -----------------------------------------

         (a) You warrant, represent, covenant and agree that: (i) You have the
full and unfettered right to enter into this agreement and to grant the rights
granted to Company herein, and are not under any disability, restriction, or
prohibition, whether contractual or otherwise, with respect to your right to
execute this agreement and perform its terms and conditions; (ii) Company shall
not be required to make any payments of any nature for or in connection with the
acquisition, exercise or exploitation of rights by Company pursuant to this
agreement. Without limiting the foregoing, Company shall have no obligation to
pay any fee, advance or royalties to any artist, producer, music publisher,
record company or other third party in connection with the exploitation of the
Disc; and (iii) the materials provided by you hereunder (including, without
limitation, the Video-Clips, any Audio-Only Masters and all photographs) shall
not violate or infringe upon any common law or statutory rights of any person,
firm or corporation, including without limitation, contractual rights,
copyrights and rights of privacy.

         (b) You agree to indemnify and hold Company and its successors,
assigns, agents, distributors, licensees, officers, directors, and employees
harmless against any claim, liability, cost and expense (including reasonable
attorneys' fees and legal costs) in connection with any claim which is
inconsistent with any agreement, covenant, representation, or warranty made by
you herein. You will reimburse Company upon demand for any payment made by
Company in respect of any claim, liability, damage or expense to which the
foregoing indemnity relates.

         8. Term: The Term of this Agreement shall be three (3) years from the
date set forth above and shall be renewed for successive period of three (3)
years unless either party hereto shall deliver written notice to the other at
least ninety (90) days prior to the end of any three (3) year term, that it
elects to terminate this Agreement.

         9. Costs/Profits:
            --------------

         (a) The Company shall advance the cost of digitizing all Content as
required, as well as the costs of designing and otherwise authoring and
producing the Disc pursuant to a pre-approved budget. These sums shall be
reimbursed to Company out of gross revenues received from advertising and
sponsorship sales and other revenues generated.


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         (b) SPIN/VIBE shall pay the costs associated with all Content
associated with editorial footage as well as the costs associated with inserting
the Disc in its magazines. These costs shall not be subject to reimbursement.

         (c) After reimbursement of the pre-approved costs advanced, all net
revenues shall be split equally between the parties. Net revenues shall include
all proceeds of the sale of advertising and sponsorships as well as all fees
collected for product placements on the Disc, music played for promotional
purposes, film clips included for promotional purposes on the Disc, or otherwise
agreement realized by the parties as a result of their efforts pursuant to this
Agreement.

         10. Miscellaneous:
             -------------

         (a) This agreement constitutes the entire agreement between you and
Company (all prior negotiations, correspondence and agreements whether oral or
written being merged herein). This agreement may not be modified except by an
instrument in writing signed by both parties. A waiver of any breach by any
party in any one instance shall not constitute a waiver of any subsequent
breach, whether or not similar. If any part of this Agreement is determined to
be void, invalid, inoperative or unenforceable by a court of competent
jurisdiction or by any other legally constituted body having jurisdiction to
make such determination, such decision shall not affect any other provisions
hereof, and the remainder of this Agreement shall be effective as though such
void, invalid, inoperative or unenforceable provision had not been contained
herein.

         (b) This Agreement has been entered into in the State of New York, and
its validity, construction, interpretation and legal effect shall be governed by
the laws of the State of New York applicable to contracts entered into and
performed entirely within the State of New York. All claims, disputes or
disagreements which may arise out of the interpretation, performance or breach
of this Agreement shall be submitted exclusively to the jurisdiction of the
state courts of the state of New York or the Federal District Courts located in
New York City; provided, however, if Company is sued or joined in any other
court or forum (including an arbitration proceeding) in respect of any matter
which may give rise to a claim by Company hereunder, you consent to the
jurisdiction of such court or forum over any such claim which may be asserted by
Company. Any process in any action or proceeding commenced in the courts of the
State of New York arising out of any such claim, dispute or disagreement, may
among other methods, be served upon you by delivering or mailing the same, via
certified mail, addressed to you at the address given in this Agreement or such
other address as you may from time to time designate by notice in conformity
with paragraph 10(c) below.

         (c) Any notice desired or required to be given by either party
hereunder to the other shall be in writing and shall be delivered by hand, or
sent by registered or certified mail, telex, telefax, or telegraph (with all
charges prepaid) to the respective addresses as set forth above until notice of
a new address shall be duly given. Copies of all notices to Company shall be
sent to Grubman, Indursky & Schindler, P.C., 152 West 57th Street, 31st Floor,
New York, New York 10019, Attention: Larry H. Schatz, Esq.

         (d) Company shall have the right to assign this agreement or any of its
rights hereunder, in whole or in part, to any subsidiary, affiliated,
controlling or other related company, and to any person owning or acquiring a
substantial portion of Company's stock or assets, and any rights so assigned may
be also assigned by the assignee. Company shall also have the right to assign
any of our rights hereunder to any our licensees in order to effectuate the
purposes hereof.

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<PAGE>

         If the foregoing correctly reflects your understanding and agreement
with us, please so indicate by signing below.

                                                 Very truly yours,

                                                 UNCOMMON MEDIA GROUP, INC.


                                                 By:____________________________

                                                 Name:__________________________

                                                 Title:_________________________



ACCEPTED AND AGREED TO:

Miller Publishing Inc & SPIN/VIBE Ventures LLC


By:____________________________

Name:__________________________

Title:___________________________


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