AGREEMENT

This agreement (the "Agreement") is entered into by and between LiveOnTheNet.com
and Open Door Music, Inc., known jointly as "the parties," this 1st day of July,
1999.

1. DEFINITIONS:

1.1  Programming. The Programming ("Programming") shall include those broadcasts
     aired or  produced  by or on behalf of Open Door Music for  viewing via the
     Internet,  and which conform to the content  policies of  LiveOnTheNet.com,
     and excluding  those  broadcasts  with respect to which Open Door Music has
     provided  LiveOnTheNet.com  written  notification that Open Door Music does
     not have the right to distribute or archive such  broadcasts on the system,
     as defined in 1.2.

1.2  System. The System ("System") is any wireless network  (including,  without
     limitation,  direct broadcast satellites, hand held devices, microwave dish
     Facilitated Data Transmission,  Vertical Blinking Interval (VBI),  wireless
     cable and data  broadcasting  and any and all other  wireless  networks) or
     wired networking (including without limitation,  the Internet, the Internet
     II, or any other online services network which utilizes computer  terminals
     and modems,  cable modems,  HFC, coaxial cable, xDSL,  routers,  splitters,
     switches,  multicasting  technology,  power lines, or other high speed data
     connections and any and all other wired networks) that  distributes  audio,
     video, or other  programming using digital  algorithms,  one and/or two-way
     digital services, traditional network or cable broadcast media or any other
     media (except AM/FM radio broadcasts).

1.3  Open Door Music Channel. The Open Door Music Channel shall mean any and all
     URL's provided to Open Door Music by LiveOnTheNet as part of LiveOnTheNet's
     primary  multimedia  URL,  as it may be known from time to time,  and URL's
     provided  to  LiveOnTheNet.com  by Open  Door  Music,  for the  purpose  of
     multimedia broadcasting via the System.

1.4  Time Period.  ("Time Period") for the Agreement shall be for a two (2) year
     period beginning upon the execution of the Agreement. This Agreement may be
     extended for subsequent one-year periods by mutual consent of the parties.

2. OPEN DOOR MUSIC COVENANTS:

2.1  Open Door Music hereby grants to  LiveOnTheNet.com  the worldwide exclusive
     right to distribute,  copy and market,  syndicate,  and archive on the Open
     Door Music Channel all Open Door Music Programming on the System (including
     Programming  broadcast  by all Open  Door  Music  affiliates)  for the Time
     Period set forth above,  with the exception of Open Door Music, who will be
     allowed  to  archive   its  own   content   on  its  site.   In   addition,
     LiveOnTheNet.com  has the right to maintain a copy of the Programming to be
     included in  LiveOnTheNet.com's  historical archives at  LiveOnTheNet.com's
     discretion for on-demand access on the  LiveOnTheNet.com  size for a period
     of 6 months after the  expiration of this  Agreement.  Open Door Music will
     provide current schedules,  lists of guests, updates of Programming and any
     and  all   information   and   materials   required  for   fulfillment   by
     LiveOnTheNet.com  of any part of this  Agreement and that said  information
     and  materials  are to be provided in a timely  fashion for placement on an
     Open Door Music's URL on LiveOnTheNet.com

2.2  LiveOnTheNet.com  shall make any and all of its  promotional  opportunities
     available  to Open Door  Music.com,  either at no charge or at a reasonable
     cost as outlined in  LiveOnTheNet.com's  published promotional rate book as
     presented in Appendix A, advertising and Sponsorship Opportunities.

2.3  Open Door Music shall be allowed to keep on hundred  percent  (100%) of the
     advertising  revenues  generated  and hosted on the Open Door Music Channel
     and any sub-channels utilized by Open Door Music,  provided,  however, that
     should  Open Door Music fail to secure an  advertiser  for any event on the
     Open Door Music access page, complete or sub-channel, LiveOnTheNet shall be
     permitted to place said  advertisement in which case  LiveOnTheNet and Open
     Door Music shall share fifty (50%) of gross monies  received as a result of
     that advertising. Said advertisement placed by LiveOnTheNet, however, shall
     be keeping with the wishes of the programming owners in accordance with 3.5
     below.

     Advertising  revenues will be tracked  through  standard server reports and
     manually  rendered on a monthly.  Any payments due Open Door Music.com will
     be made within 30 days of the payable month based upon the server reports.

2.4  Open Door Music shall adhere to all commercially  reasonable formatting and
     click through policies for channel partners as may be mutually adopted from
     time to time by LiveOnTheNet  and Open Door Music.  Current  specifications
     published by LiveOnTheNet.com as "Advertising and Sponsorship Opportunities
     for  LiveOnTheNet.com  Channel Partners" may be considered as appendix A of
     this Agreement and incorporated herein by reference.

32.5 At Open Door  Music's sole cost and expense Open Door Music will provide or
     otherwise service necessary support personnel to administrate the Open Door
     Music  programming  and  coordinate  with  the  appropriate   personnel  at
     LiveOnTheNet.

2.6  Open Door Music  hereby  grants to  LiveOnTheNet.com  the right to use Open
     Door  Music's   approved   logos,   call  letters,   trademarks  and  other
     intellectual  property rights in print, audio, online and other advertising
     for the System and the Programming,  and in other means in connections with
     this  Agreement  with  prior  written  approval,  not  to  be  unreasonable
     withheld.

2.7  With respect to the  programming on the Open Door Music Channel,  Open Door
     Music shall provide  LiveOnTheNet,  with reasonable  notice,  copies of all
     contracts  necessary  to secure  the  right of Open Door  Music to air said
     programming  provided said contracts are not held as  confidential in which
     case  Open  Door  Music  shall  provide  an  affidavit  setting  forth  the
     appropriate  clearances  have been  secured.  LiveOnTheNet.com  shall  make
     copies of the contracts it uses to Open Door Music.com.

3. COVENANTS OF LIVEONTHENET.COM

3.1  LiveOnTheNet.com  will provide Internet  distribution of the Programming on
     the System at no cost to Open Door  Music.  Additionally,  LiveOnTheNet.com
     will maintain,  at its cost, any technical  equipment  necessary to receive
     and  distribute  the  Programming  over its System along with providing the
     audio streams (or video stream,  as applicable in  LiveOnTheNet.com's  sole
     discretion) and licensed  software for the System.  LiveOnTheNet.com  shall
     possess the right to choose  which audio (or video)  streaming  software to
     use, and shall choose when to upgrade said software.  Software and hardware
     used in the  reception and  distribution  of Open Door Music content on the
     LiveOnTheNet.com  network  shall at all times be and remain  the  exclusive
     property of LiveOnTheNet.com.

3.2  LiveOnTheNet.com  will provide  access for Open Door Music in the same size
     and manner as other channels on the  LiveOnTheNet.com  ("Access Page"). The
     Programming will be accessible on the System from such locations designated
     by  LiveOnTheNet.com,  including,  but not  limited to, the Access Page but
     shall be the same or substantially similar to other channel access pages.

     Overall web site and page sponsorship and advertising revenue for Open Door
     Music  template,  Open Door Music's main access page and sub channel  pages
     shall  belong to Open Door Music in its  entirety  subject  to the  revenue
     sharing agreement as expressed in 2.3 above.

3.3  LiveOnTheNet.com  will promote Open Door Music in the LiveOnTheNet.com site
     and  provide a  hyperlink  in the form of a channel  bar access  button (as
     described in 3.2) to the Open Door Music channel from the main LiveOnTheNet
     access page.

3.4  LiveOnTheNet.com  will provide Open Door Music  information about Open Door
     Music's  site and event  traffic  in a  reasonable  amount of time as it is
     available to LiveOnTheNet.com.

3.5  LiveOnTheNet.com  reserves the right to refuse any  advertising by existing
     sponsors  obtained  by Open Door  Music for its  broadcast  which  does not
     conform to LiveOnTheNet's  programming standards.  At no time may Open Door
     Music allow an adult  industry  advertiser  the right to  advertise  on any
     page, template or subchannel of Open Door Music.  Conversely,  LiveOnTheNet
     shall  not  allow  any  adult   advertiser   which  does  not   conform  to
     LiveOnTheNet's   programming   standards   on  the  main   access  page  or
     LiveOnTheNet template.  Open Door Music shall be allowed to make reasonable
     requests to exclude from the LiveOnTheNet template certain advertisers that
     are offensive or in direct  competition  with the major sponsors of an Open
     Door  Music  program.  Said  exclusion  of  advertisers  shall be for those
     programs only and may resume on all over subchannels or templates.

3.6  LiveOnTheNet.com  shall be able to  perform  the  responsibilities  of this
     contract,  including  every  aspect  of  content  acquisition,   promotion,
     programming  and  distribution,  in  matters  of  resources,  finances  and
     response time, in a commercially reasonable manner in all areas.

3.7  Open  Door  Music  acknowledges  that  LiveOnTheNet.com  does  not make any
     representations  or  warranties  regarding  the  ability or exposure of the
     System,  amount of revenue  to be  realized  from the System or  associated
     advertising, and there are no guarantees regarding it.

4. OPEN DOOR MUSIC HEREBY WARRANTS THE FOLLOWING:

4.1  Open Door Music has all requisite  corporate power and authority to execute
     and deliver the  Agreement,  to perform its  obligations  hereunder  and to
     consummate the transactions  contemplated  hereby.  This Agreement has been
     duly authorized, executed and delivered by Open Door Music, constitutes the
     valid and binding  agreement of Open Door Music,  enforceable  against Open
     Door Music in accordance with its terms.

4.2  The Programming is either owned or controlled by Open Door Music,  and Open
     Door  Music has the  right  and  authority  to  assign  retransmission  and
     distribution  rights to LiveOnTheNet.com on the System. Open Door Music.com
     has the right to archive  and  re-broadcast  any of its  content to its own
     site.

4.3  Open Door Music hereby indemnifies and holds LiveOnTheNet.com harmless from
     any such fees,  liabilities,  claims, losses, damages or penalties incurred
     by LiveOnTheNet.com as a result of (I) for transmission and/or distribution
     of the  Programming in accordance with the terms of the Agreement (II) Open
     Door  Music's  breach  of any  terms of the  Agreement  including,  but not
     limited to, breach of these representations and warranties.  The provisions
     of this Paragraph 4.3 shall survive termination of this Agreement.

5. LIVEONTHENET.COM HEREBY WARRANTS THE FOLLOWING:

5.1  LiveOnTheNet.com has the requisite corporate power and authority to execute
     and deliver this  agreement,  to former its obligations  hereunder,  and to
     consummate the transactions contemplated hereby.

5.2  Open Door Music or rightsholder  shall not incur any expense related to the
     transmission or distribution of the Programming by LiveOnTheNet,  except as
     otherwise specified in this Agreement.

6. GENERAL:

6.1  This  Agreement  shall  constitute  the entire  understanding  between  the
     Parties,  and supercedes all prior  negotiations or understandings  between
     the parties concerning the subject matter contained herein. Various content
     acquisition    technologies,    developed   by   or   made   available   to
     LiveOnTheNet.com,  may be offered  to Open Door  Music by  LiveOnTheNet.com
     from time to time they require additional appendices to this contract.

6.2  Each party  acknowledges and agrees that (I) the other party's logos, trade
     names,  trademarks and service marks (collectively,  "Marks") are and shall
     remain the sole property of the other part,  (II) nothing in this Agreement
     shall confer in either  party any right of  ownership in the other  party's
     Marks,  and (III) the party  shall  not now or in the  future  contest  the
     validity of the other party's Marks.

6.3  This Agreement shall be governed by the laws of the State of Alabama or the
     State of Rhode Island.

6.4  LIVEONTHENET.COM  HEREBY  DISCLSIMS  ALL  WARRANTIES,  EXPRESS,  IMPLIED OR
     STATUTORY WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER.

6.5  LIVEONTHENET.COM   WILL  NOT  BE   LIABLE   FOR  ANY   SPECIAL,   INDIRECT,
     CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO
     THIS  AGREEMENT,  HOWEVER  CAUSED AND ON NY THEORY OF LIABILITY  (INCLUDING
     NEGLIGENCE)  AND  EVEN  IF   LIVEONTHENET.COM   HAS  BEEN  ADVISED  OF  THE
     POSSIBILITY OF SUCH DAMAGES.

6.6  LIVEONTHENET.COM  SHALL  NOT  BE  LIABLE  FOR  ANY  LOSS  OF  DATA,  OR ANY
     INTERRUPTION OF SERVICE, DUE TO ANY CAUSE.

6.7  Should  any part of this  Agreement  be found to be  illegal  or  otherwise
     unenforceable,  both Parties shall continue to be bound under the remaining
     terms of the  Agreement,  if the  purpose  and intent of the Parties can be
     carried  out  under  the  remaining  parts of the  Agreement.  A  facsimile
     signature shall be deemed an original for the purposes of this Agreement.

6.8  This  agreement  shall be  binding  upon and  insure to the  benefit of the
     Parties hereto and their respective successors, assigns or purchases of the
     respective companies.

IN WITNESS WHEREOF, the parties hereto have caused the foregoing agreement to be
signed by a duly  authorized  agent of each party,  the day and year first above
written.

OPEN DOOR MUSIC:                               LIVEONTHENET.COM
                                               2104 West Ferry Way
                                               Huntsville, AL (35801)
-------------------------

By: /s/                                        By: /s/
   ----------------------                         ------------------------------
Name: Camille P. Barbone                          Jim Felder, V.P. Marketing
Its: Vice President and General Manager


<PAGE>



                                   APPENDIX A

Live and On-Demand:  Live Events

Bandwidth                       Base Rate        2 hours           3 hours
14.4K*                          $1,200           $2,000            $2,800
28.8K                           $1,600           $2,800            $4,000
56.5K                           $2,000           $3,400            $4,800
*14.4 adequate for audio only
On-Demand Only:  28.8K Hosting
Duration                        1 hour           2 hours           3 hours
3 months                        $240             $480              $720
6 months                        $480             $960              $1,440
9 months                        $720             $1,440            $2,160
12 months                       $960             $1,920            $2,880
On-Demand Only:  56.6K Hosting
Duration                        1 hour           2 hours           3 hours
3 months                        $300             $600              $900
6 months                        $600             $1,200            $1,800
9 months                        $900             $1,800            $2,700
12 months                       $800             $2,400            $3,600
Encoding
Type                            1 hour           2 hours           3 hours
Audio                           $40              $80               $120
Video                           $80              $160              $240
Special                         $160             $320              $480
Features and Custom Development
Development of AdStream custom player, audio or video              $2,500
Webdev event back-office, per single event:
launch page and promo page development
from customer-supplied graphics and text                           $500
Registration                                                       $600
Web stats                                                          $800
Chat                                                               $1,200
Banner Ads                                                         $20/M
Audio Ad                                                           $1.0030 sec.
Video Ad                                                           $3.6030 sec.
Event Sponsorship                                                  Negotiated
Showbot Lease                                                      $1000/month
Showbot Sponsorship                                                Negotiated
Showbot connection (ISDN and fees)                                 Negotiated
Services and Equipment
Director, per day                                                  $450
Crew, per day                                                      $350/person
Camera, per day                                                    $200
Audio, per day                                                     $ 60
Lights, per day                                                    $ 60