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           SHERIDAN SQUARE ENTERTAINMENT, L.L.C. D/B/A ARTEMIS RECORDS
                                130 Fifth Avenue
                                   7th Floor
                               New York, NY 10011

                             As of December __, 1999

Antra Music Group, Inc.
1515 Locust Street
Philadelphia 19102

Gentlemen:

         Reference is hereby made to that certain distribution agreement between
Sheridan Square Entertainment L.L.C. d/b/a "Artemis Records" ("Distributor") and
Antra Music Group, Inc. ("you" or "your") dated as of July 29, 1999 (the
"Agreement"). When executed, the following shall constitute an amendment (the
"Amendment") to the Agreement. Except as otherwise provided for herein, the
terms used in this Amendment shall have the same meanings and definitions
ascribed to them in the Agreement

         1. You and Distributor hereby acknowledge that contemporaneously
         herewith, the parties are entering into a joint venture agreement (the
         "LLC Agreement") to form and operate a record company business. You and
         Distributor further acknowledge that other than master recordings
         pursuant to the LLC Agreement, the rights granted to Distributor
         pursuant to the Agreement shall be exclusive.

        2. Subject to the terms of the Agreement, promptly following the
        complete execution hereof (but in no event later than ten (10) Days from
        the date hereof, Distributor shall pay to you Eight Hundred Thousand
        ($800,000) Dollars as an advance against all monies under this Agreement
        (the "Advance").

        3. Paragraph 1.01 is hereby deleted in its entirety and replaced by the
        following:

            "(a) The term ("Term") of the Agreement shall be deemed to have
            commenced as of July 28th, 1999 and shall be continue for a period
            of three (3) years from the date hereof. Notwithstanding the
            foregoing, Distributor will have the right to exploit each
            Applicable Album for no less than two (2) years after the initial
            United States release of the Applicable Album concerned.

            (b) For the purposes of this Agreement: (i) "Applicable Album(s)
            shall mean one (1) album by the artist professionally known as
            "Sheeba and Black", one (1) album by the artist collectively
            professionally known as "Kurupt" and any other albums that are owned
            or controlled, in whole or in part, directly or indirectly by you
            other than Albums delivered to Distributor

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            pursuant to the LLC Agreement; and (ii) "Related Records" shall mean
            all master recordings contained on the Applicable Album(s) and all
            Records derived in their entirety from any Applicable Album."

         4. (a) The following subparagraph is deemed added to paragraph 2.01:

            "(c) You agree that Distributor shall not be required to initially
            release for distribution more than eight (8) Applicable Album(s)
            during each Contract Year of the Term. Without limitation of the
            foregoing, the scheduling of such Applicable Albums shall be subject
            to the mutual approval of you and Distributor."

        (b) The first sentence of paragraph 2.02 shall be deemed deleted in its
    entirety and replaced by the following:

            "Notwithstanding anything to the contrary contained herein,
            Distributor shall not be obligated to distribute (or, if
            distribution has already commenced, may cease to distribute) any
            Applicable Album or Related Record embodying any Recording or other
            material which (i) in Distributor's good faith judgment infringes
            upon the rights of any other Person or is in contravention of law or
            advocates illegal activity; (ii) constitutes a breach by you of any
            warranty, representation or covenant contained herein; (iii)
            denigrates a given race, religion, ethnic background or sexual
            orientation in a manner not subject to excuse or explanation by
            virtue of the fact that the performer shares the same race,
            religion, ethnic background or sexual orientation, (iv) the rights
            to distribute such Applicable Album or Related Record would expire
            on the earlier of (A) June 30, 2002; or (B) one year after the
            commercial release of such Record in the United States, or (v) is
            rejected for distribution by RED Distribution, Inc. ("RED") based on
            any of the foregoing criteria."

         5. Paragraph 3.03 is hereby deleted and replaced by the following:

            "Distributor will administer and advance, on your behalf, coop
            advertising for Albums and Related Records distributed hereunder up
            to an amount mutually approved by you and Distributor, it being
            understood that coop advertising not in excess of four percent (4%)
            of Gross Sales hereunder is hereby deemed approved. Any such coop
            advertising costs incurred by Distributor shall be deducted from Net
            Proceeds payable hereunder."



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         6. The following sentence shall be deemed to be added to the end of
         subparagraph 4.01(c):

            "Without limitation of the foregoing, at your request, during each
            Contract Year of the Term, Distributor will administer and advance,
            on your behalf, independent promotion costs incurred in connection
            with up to four (4) Applicable Album(s) designated by you, up to an
            amount approved in writing by Distributor. In connection with any
            such Applicable Album that is a "pop" or "urban" album (as such
            terms are generally understood in the music industry), independent
            promotion costs not in excess of $50,000 are hereby deemed approved.
            In connection with any such Applicable Album that is a "crossover
            album" (as such term is generally understood in the music business),
            additional independent promotion costs not in excess of $25,000 are
            hereby deemed approved. Any such independent promotion costs
            incurred by Distributor shall be deducted from Net Proceeds payable
            hereunder.

         7. The third and fourth sentences of paragraph 6.04 are deemed deleted
         and replaced by the following:

            "Without limitation of the foregoing, Manufacturing Charges shall be
            administered and advanced on your behalf by Distributor and such
            Manufacturing Charges (and any interest accrued thereon) shall be
            deducted from Net Proceeds payable hereunder."

         8. Upon receipt of your request, Distributor will provide you with
         redacted statements from its distributor solely with respect to the
         distribution of Applicable Albums and Related Records.



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        Except as specifically modified herein, the Agreement remains in full
force and effect, is binding by its terms, and is hereby ratified and confirmed
as though set forth at length herein.

        WITNESS, the due execution hereof.

SHERIDAN SQUARE ENTERTAINMENT, L.L.C.



By: /s/ Daniel Goldberg
   ----------------------------------------
   An Authorized Representative


ANTRA MUSIC GROUP, INC.

By: /s/ Joseph M. Marrone
   ---------------------------------------
   An Authorized Representative



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