INTERSHOW LICENSE AGREEMENT

LICENSE  AGREEMENT
made  effective,  October 4, 1999,  by and  between

INTERSHOW  RECORDS  AG,
Grenzzstr.  24,  CH-9430 St.  Margrethen,
Switzerland,

legally  represented  by its  CEO  Gerhard  Stube
(hereinafter  referred  to as "Licensor")

and
OPEN DOOR MUSIC,
10 Dorrance  Street,  Suite 501,
Providence, Rhode  Island  02903,

legally  represented  by its duly  authorized  officer(s)
(hereinafter referred to as "Licensee").

WHEREAS,  Licensor  is in the  position  to  grant  to  Licensee  rights  to the
exploitation of certain "Master  Recordings" (as herein defined) which are owned
or  otherwise  controlled  by Licensor at least for the  "Territory"  (as herein
defined) and which embody the  performances of the Artists "QUEEN ESTHER MARROW"
and "THE HARLEM GOSPEL SINGS" ("Artists").

WHEREAS,  Licensee  wishes  to be  granted  the  right  to  exploit  the  Master
Recordings  hereunder  in the  Territory  upon the terms and  conditions  herein
contained and Licensee  warrants that it is in a position to perform and fulfill
all the terms and conditions of such grant.

THEREFORE, in consideration of the above and the mutual promises hereinafter set
forth, it is hereby agreed as follows:

I. General Conditions

The terms, "this Agreement," the Agreement," "herein," "hereunder," "hereto," or
other words of similar connotation shall mean the License Agreement construed in
conjunction  with  the  appendices  attached  hereto  and  made  a  part  hereof
(appendices  from time to time being attached  hereto in  alphabetical  order as
"Appendix A," "Appendix B" and for the purposes  hereof  jointly and  separately
being referred to as "Appendix"),  provided that any reference to this Agreement
shall be deemed to mean this Agreement as so supplemented in accordance with the
immediately aforesaid.

Whenever examples are used with the words  "including,"  "form example," "e.g.,"
"such as," "etc." or any  derivation  thereof,  such examples are intended to be
illustrative  and not in  limitation  thereof.  Paragraph  headings are used for
convenience  only and shall not  affect the  scope,  meaning,  or intent of this
Agreement or any provisions  therein.  Except as otherwise  provided for in this
Agreement, the singular shall include the plural and vice versa.

II. Subject Matter of the Agreement

The subject matter of this Agreement shall be the deliver to and use by Licensee
of the "Specified Album(s)." "Specified Album" means the "Album(s)," entitled as
set forth in Clause 1 of the Appendix.  Unless  otherwise agreed to the opposite
hereunder,  each  Specified  Album  may only be used and  exploited  as  "Source
Materials" and "Masters" are delivered by Licensor to Licensee.

III. Territory.

The "Licensed  Territory" or "Territory"  shall mean the country or countries as
specified in Clause 2 of the Appendix.

IV. Exploitation Period.

Unless sooner  terminated  or further  extended in  accordance  with  applicable
provisions herein contained,  the "Exploitation Period" for each Specified Album
hereunder means the period specified in Clause 3 of the Appendix,  PROVIDED THAT
upon the expiration or other termination of the Exploitation  Period hereof, the
right to  manufacture  the Records  hereunder  shall cease,  and Licensee  shall
thereupon  procure  for the return of the  "Source  Materials"  (as  hereinafter
defined) and all other parts containing the Master Recordings which were used to
manufacture the Records hereunder,  such return to be effected free of charge to
Licensor. Licensee shall be entitled to an additional sell-off period of six (6)
months  from and after the end of the Term  hereof  ("Sell-off  Period");  it is
being understood and agreed that, during the Sell-off Period Licensee shall have
the  right to  continue  to sell  any  remaining  stocks  of  Records  hereunder
manufactured  according to clause II, provided further that, upon the expiration
of the Sell-off Period,  Licensor shall forthwith  destroy all stocks of Records
hereunder which remained unsold,  such destruction to be effected free of charge
to  Licensor  and to be  confirmed  by written  notification  from  Licensee  to
Licensor,  such  destruction to be effected free of charge to Licensor and to be
confirmed by written notification from Licensee to Licensor.

V. Grant.

A.  Subject  to  Licensee's  complying  with the  terms and  conditions  of this
Agreement and fulfilling all of Licensee's corresponding obligations and subject
to the  provisions  herein  contained  Licensor  hereby  grants to Licensee  the
following  exclusive  rights  during  the  Exploitation  Period  throughout  the
Licensed Territory:

The right to manufacture,  advertise,  promote  (Radio,  Press,  TV,  Internet),
distribute and sell the specified  Album(s)  solely in the specified  Amount and
solely in the  configuration  and/or  system as specified  under Clause 4 of the
Appendix (the "Authorized Record Configuration") through any and all channels of
trade (including without limitation regular trade channels,  clubs,  direct mail
and mail order operations),  including the Internet,  under any trademark,  logo
and/or label owned and/or  otherwise  controlled by Licensee  (whereby  Licensee
hereby warrants and represents that any use of such trademark, logo and/or label
shall not  violate  any  rights of any third  party,  and  Licensee  shall  hold
Licensor  free and harmless from any and all  liability  with respect  thereto).
Licensor's  grant to Licensee shall further include  Licensee's  right to permit
the public  performance  and/or  broadcasting  in the Territory of the Specified
Album(s) as we as the right to use the names,  likenesses and/or biographies (as
approved or supplied by Licensor) of the Artists whose performances are embodied
in the  Specified  Album(s) in  connection  with the  advertising,  publicizing,
distribution,  sale and/or other exploitation  hereunder of the Specified Album.
Notwithstanding  anything to the contrary  herein  contained,  any  manufacture,
distribution  or sale of any Records  hereunder by any party other than Licensee
shall be subject to Licensor's  prior written  consent from time to time (not to
be  unreasonably  withheld),  provided  always that Licensee  shall in any event
ensure that the exercise by any third party of any of Licensee's right hereunder
shall be in  accordance  with the terms and  conditions  hereof  and  subject to
applicable  limitations  herein contained,  provided further that Licensee shall
not be  released  of any of its  obligations  hereunder  but  shall at all times
remain  directly  responsible  in the event of any failure on the part of any of
Licensee's affiliates, subsidiaries, sub-licensees and assigns.

B. All rights not expressly granted by Licensor to Licensee under this Agreement
shall be reserved  for  Licensor  and shall be free of all claims from  Licensee
and/or any party(ies)  deriving  rights from and/or acting on behalf of Licensee
("Licensor's  Reserved  Rights').  It is  understood  that  Licensee may request
Licensor's   grant  of  additional   rights  such  as  sell-trough   videos  and
merchandising  items of any kind  not  being  mentioned  hereunder  whereas  the
granting of such rights will be upon Licensor's sole discretion. In the event of
any Licensee's requests, Licensor warrants that any of its decisions will not be
unreasonably  withheld.  Nothing  contained in this Agreement shall be deemed to
restrict Licensor's rights at any time to exercise in the Licensed Territory any
or all of Licensor's  Reserved  Rights  either  directly  and/or  through any of
Licensor's parents, affiliates,  subsidiaries,  licensees, sub-licensees, and/or
assigns.

C.  Notwithstanding  Licensee's  exclusive  exploitation rights hereunder in the
Territory during the continuance of the applicable  Exploitation  Period, all of
the following rights are herein granted on an approval basis,  i.e. the exercise
hereunder of any of the following  rights shall be subject to  Licensor's  prior
written  approval  from time to time whereas it is  understood  that  Licensor's
decision  shall not be  unreasonably  withheld and shall be declared  within ten
working days after the receipt of Licensee's respective request:

     1. To manufacture, distribute, sell, or otherwise exploit any of the Master
Recordings  in any format,  form,  or manner  other than the  Authorized  Record
Configuration(s) of the Records;

     2. to  distribute  and/or  sell or  otherwise  exploit  any of the  Records
hereunder  in any manner  other than as  provided  for under  sub-clause  V.A.1.
hereof;

     3. to use or license any Records,  Master Recording(s),  and/or any part(s)
thereof on a flat fee basis,  or otherwise,  including  without  limitation  for
synchronization in any cinematographic, television, and/or video film;

     4. to authorize  and/or  instigate  the  production  of any "video clip" or
"video" or "graphic  files" for any Records and/or Master  Recording(s),  except
that if  Licensor  shall  expressly  approve the  production  by or on behalf of
Licensee of any such video clip or video, then same shall be deemed to be "works
made for hire" which from the inception of the making  thereof shall be owned by
Licensor  in  perpetuity  throughout  the world  and the  universe  without  any
restrictions whatsoever,  PROVIDED THAT (unless Licensor expressly agrees to the
contrary  from time to time) any use(s)  hereunder  of any such  video  clips or
videos shall be made solely for promotional  purposes in the Licensed  Territory
during  the  continuance  of the  applicable  Exploitation  Period  and  only in
connection with the distribution and/or sale and/or other approved  exploitation
of the respective Records and/or Master Recording(s) hereunder.

     5.  to   distribute   and/or   sell  or   otherwise   exploit  any  of  the
soundrecordings  hereunder through the Internet via soft downloads by the use of
technologies  such as  MP3,  MP4 or and  other  applicable  technologies  always
provided  however,  that the  exploitation  of the rights of Licensor and/or any
third party on the  soundrecording  shall be applied in accordance to the actual
technical security standards and shall be sufficiently protected.

     6. to promote the soundrecordings in the Internet by use of digitized music
clips with a duration of maximum thirty (30) seconds.

D.  Licensee  shall  procure  that all  packaging  of  Records  subject  to this
Agreement  shall  bear  appropriate  credit on the inlay  cards,  labels  and/or
packaging of the Records and shall read as follows:  "Under Exclusive License of
INTERSHOW RECORDS AG, SWITZERLAND.

VI. Advances.

Licensee  shall  pay to  Licensor  by way of  advances  on  royalties  hereunder
("Advance(s)") the sum(s) specified in Clause 5 of the Appendix.  The Advance(s)
shall be  non-returnable  but fully  recoupable from any and all "Royalties" (as
defined  in  sub-clause  VI.A.  above)  and  due to  Licensor  pursuant  to this
Agreement and otherwise subject to the following:

A. If Royalties earned hereunder as of the last day of any accounting period are
in excess of the Advance(s)  theretofore paid hereunder,  ("Excess  Royalties"),
then such  Excess  Royalties  shall be payable to Licensor as and when so earned
and due pursuant  hereto,  it being hereby  expressly  clarified and agreed that
Excess  Royalties  so payable  from time to time shall not be deducted  from nor
shall such  Excess  Royalties  be applied  towards the  recoupment  of any other
Advance(s) payable thereafter to Licensor.

B. If as of the last day of any  accounting  period the  Advance(s)  theretofore
paid  hereunder  shall not have been fully recouped from Royalties due hereunder
and earned up such date ("Unrecouped  Balances"),  then such Unrecouped Balances
shall  continue  to be  recoupable  from any  Royalties  subsequently  earned by
Licensor hereunder.

C. Each  Advance  due to  Licensor  hereunder  as  specified  in Clause 5 of the
Appendix.  For the  avoidable  of doubt  it is  expressly  understood,  that all
Advances  payable on the  individual  days  according  to the  schedule as under
Clause 5 of the  Appendix  are the  dates of  receipt  of any  advance  payments
hereunder.

D. There shall be no  cross-collateralisation  between the respective Advance(s)
payable under the Agreement.

VII. Royalty.

A. In full  and  final  consideration  of  Licensor's  services  and the  rights
licensed  to Licensee  hereunder,  Licensee  shall pay to  Licensor  (subject to
applicable  recoupment provisions hereunder) royalties and royalty-like sums (if
any) such as flat fees  (royalties  and  royalty-like  sums  collectively  being
referred  to as  "Royalty/Royalties")  for  any  and all  sales  of the  Records
hereunder  effected  by or on  behalf  of  Licensee  and/or  any  of  Licensee's
affiliates,  subsidiaries,  sub-licensees and assigns as well as for any and all
other  uses  of any of the  Master  Recordings  or any  part(s)  thereof  at the
applicable  rate(s)  and/or  in  the  amount(s)  specified  in  Clause  6 of the
Appendix.

B. for the purpose of computing Royalties at any percent rage(s) due to Licensor
hereunder, it is agreed that Royalties will be computed on the basis of

     1. the "Royalty  Base Selling  Price" or "RBSP" means the  applicable  "New
     Selling  Price"  (as  herein   defined)  less  the  applicable   "Container
     Deduction")  permitted to be made hereunder for the purpose of constructing
     the applicable RBSP;

     2. "Net Selling Price" shall mean the applicable "Selling Price," exclusive
     of any sales taxes (if any) actually included in the Selling Price;

     3. "Selling Price" means the applicable  "Published  Price to Dealer" (PPD)
     for the respective Record configuration in the respective price category as
     so published from time to time by the respective distributor in the country
     where  such  Records  are sold to the  respective  dealers,  which  for the
     Territory  of the USA,  are being  specified  in  Clause 7 of the  Appendix
     except that

          a.  where  Records  are sold  hereunder  as  finished  product  to any
          educational  institutions,  libraries,  or to any commercial purchaser
          for sale  and/or  re-sale to or through  club  channels,  mail  order,
          direct mail, or army sales channels (including without limitation Pxes
          or the  European  Exchange  System),  or for  use  as any  Premium  or
          promotional  items,  the "Selling Price" shall mean the purchase price
          per unit payable by the respective commercial purchaser for Records so
          purchased; or

          b.  where  Records  are  sold  hereunder  through   direct-to-consumer
          (including  door-to-door  sales),  the "Selling  Price" shall mean the
          selling price per unit payable by any third party to Licensee.

          c. where Records  and/or songs are sold  hereunder  through  downloads
          and/or E-Commerce via the Internet, the "Selling Price" shall mean the
          selling price per download and/or shipment  payable by any third party
          to Licensee.

     For the avoidance of doubt, it is expressly understood that "Selling Price"
     or "PPD" means "Wholesale  Price" as mentioned under the Short Form License
     Agreement between the parties as of July 27th, 1999.

     4.  the  applicable  "Container  Deduction"  permitted  to be made  for the
     purpose of constructing the applicable  Royalty Base Selling Price shall be
     as follows:

          a.  In  respect  of  any  Records  hereunder  which  fall  within  the
          definitions of "Audiophile  Records" or  "Videograms"  or "multimedia"
          configurations or "New Technology  Configurations,"  10% (ten percent)
          of the applicable "Net Selling Price" and

          b. in respect only of audio-only Records which are not included in the
          definition  of any  of the  expressions  referred  to in  subparagraph
          VII.B.4.a.  the  Container  Deduction  permitted to be made  hereunder
          shall equal 10% (ten percent) of the applicable Net Selling Price.

C.  "Records  sold,"  "sales,"  "sold," or "net sales means in each instance one
(100%) percent of any and all Records sold hereunder. Subject to the immediately
aforesaid,  it is hereby  further  agreed that subject to applicable  recoupment
provisions  hereunder,  Licensor's  Royalties  in respect of any and all Records
hereunder  shall in each instance be calculated,  accounted,  and paid for as of
the first  unit sold  hereunder.  For the period of six (six)  months  after the
release date of each record under this Agreement,  Licensee shall be entitled to
deduct a reserve of 5% (five percent) for free goods,  usable for the purpose of
the promotion and the marketing of records.  During such term, Licensee shall be
entitled  to account  and pay  royalties  only on the basis of 95%  (ninety-five
percent) of the amount of records sold.

D. Notwithstanding  anything to the contrary herein contained and subject always
to  Licensor's  prior  written  approval  (which  may be  given or  withheld  at
Licensor's sold  discretion),  in the event that any Records  hereunder are sold
under the terms and  conditions  of any  licensing  arrangement(s)  made between
Licensee and anything third party company  (collectively  "Third Party Licensing
Arrangements"),   Licensee  shall  assure  that  the  applicable  royalty  terms
(including without limitation royalty rates, container deductions,  royalty base
prices, royalty-bearing units and reserves provisions) respecting any such Third
Party  Licensing  Arrangements  shall be  negotiated  and  agreed in good  faith
between  Licensee  and the  respective  third party  licensee  from time to time
PROVIDED  THAT,  subject to the foregoing  provisions  of this  sub-clause D and
subject to  applicable  recoupment  provisions  hereunder,  the  Royalty  due to
Licensor  in respect of any  Records  hereunder  which are sold  pursuant to any
Third  Party  Licensing  Arrangements  shall in each  instance  equal six tenths
(6/10) of Licensee's net royalty receipts but a minimum of 19 (nineteen) percent
(exclusive of taxes and duties and after  deduction of all royalty  payments due
to any third party such as by way of Mechanical  Copyrights  Royalties and union
fees, if any) which are attributable to any Records so sold under the provisions
of any such Third Party Licensing  Arrangements.  For the avoidance of doubt, it
is hereby  expressly  clarified and agreed that any moneys due to Licensor under
the foregoing  provisions of this  sub-clause D shall be deemed to be additional
Royalties  earned  hereunder which are equally subject to recoupment  provisions
otherwise applicable pursuant hereto.

E.  Notwithstanding  anything to the contrary herein  contained,  if at any time
during the  applicable  Exploitation  Period and subject to Licensor's  approval
from  time  to  time,  Licensee  wishes  to use  or  license  any of the  Master
Recordings or any part(s)  thereof for commercial  exploitation in the Territory
on the  basis of a flat  fee  payment  (as  opposed  to any per  unit  Royalty),
including without limitation for synchronization in any film or commercial, then
and in any of such events Licensee shall (concurrently with Licensee's notice to
Licensor requesting  Licensor's approval for each respective use or exploitation
as  aforesaid)  inform  Licensor in writing of all relevant  details  (including
without  limitation  the licensed  period and the proposed  flat fee payment for
such use or  exploitation),  provided that if Licensor at Licensor's  discretion
from  time to time  shall  approve  any such  use(s) or  exploitation,  then the
Royalty due to Licensor  shall in each  instance  equal six tenths (6/10) of the
applicable  flat fee  approved  by  Licensor  and  payable by any third party in
respect  of such  use or  exploitation  SAVE  THAT if any such  approved  use or
exploitation  shall be made by  Licensee  itself,  then the flat fee  payable by
Licensee to Licensor shall amount to such sum as the parties shall have mutually
agreed form time to time.

F. Notwithstanding  anything to the contrary herein contained, if Licensor shall
have  approved any Master  Recording(s)  for use on any Record which couples any
Master Recording(s)  subject to this Agreement together with any other record(s)
which  are not  subject  to this  Agreement  (any  such  Record  as  immediately
aforesaid  being  sometimes  herein  referred to as a  "Compilation"),  then any
applicable  percentage  rate  Royalty  due to  Licensor in respect of the Master
Recording(s)  contained  in such  Compilation  shall be  computed  on a pro rata
numeris basis, subject to any minimum royalty provisions where applicable.

VIII. Payments and Accountings

A.  Except as  specifically  agreed to the  contrary  by  Licensor  in  writing,
Licensee  shall  bear,  pay,  and  discharge  all  taxes,  assessments,  duties,
outgoings, and burdens which arise out of the manufacture, distribution, sale or
other exploitation of the Records hereunder.  All sums due to Licensor by way of
Royalties  hereunder are intended to include provisions for all royalties due to
artist(s),  producer(s),  and/or any third  party  licensor(s)  of Licensor as a
result of the  distribution,  sale or other  exploitation  in the  Territory  in
accordance with this Agreement.

B. Within thirty (30) calendar  days  following  after the end of the quarter of
each  calendar year during which any Records  hereunder  have been sold by or on
behalf  of  Licensee   and/or  any  of  Licensee's   affiliates,   subsidiaries,
sub-licensees and assigns,  Licensee shall furnish to Licensor a formal detailed
statement (signed by Licensee's  authorized  officer)  specifying (1) all Record
sales  and/or  other  exploitation  hereunder  during the  respective  quarterly
accounting  period and (2) the respective  Royalties and royalty-like sums (such
as flat  fees) due to  Licensor  hereunder  with  respect  thereto.  Subject  to
applicable recoupment provisions hereunder, each statement described hereinabove
shall be accompanied by payment of Royalties and/or other applicable sums due to
Licensor under this  Agreement,  provided  always that the Advances (if any) and
other  recoupable  sums  (if  any)  paid to  Licensor  hereunder  shall  only be
recoupable in accordance with applicable  recoupment provisions herein contained
or otherwise approved by Licensor from time to time.

C. Licensee shall have the right to compute  Royalties and/or  royalty-like sums
resulting  from  sales  and/or  other  exploitation  hereunder  in the  Licensed
Territory in the national  currency of the country of sale or exploitation.  All
payments due to Licensor hereunder,  however, shall be made in US Dollars, or if
required by a  superseding  body of law  governing  currencies  and/or  monetary
payments hereunder,  in the appropriate  currency substitute of the US Dollar as
shall have been notified by Licensor to Licensee if and when  applicable.  It is
agreed  that  any  conversions  required  for the  purpose  of  paying  Licensor
hereunder  shall be made at the  official  rate of  exchange  prevailing  in the
Licensed Territory when payment shall be made and due pursuant hereto,  provided
that in the case of "Late Payment" by Licensee,  the conversion  rate applicable
on the actual  date of payment or on the  original  due date for  payment  shall
apply, whichever shall be more favorable to Licensor.  "Late Payment" shall mean
any payment by Licensee to Licensor at any date later than the  contractual  due
date pursuant hereto, PROVIDED THAT in the event of the Late Payment by Licensee
of any monies due to Licensor  hereunder,  Licensee  shall pay to  Licensor  the
applicable  monies so due to  Licensor  pursuant  hereto  plus  simple  interest
thereon at the rate of 10% (ten  percent)  per annum from the time when  payment
thereof should have been made pursuant  thereto until the time of actual payment
thereof by or on behalf of Licensee.

D. Advances,  Royalties and other sums due pursuant to this  Agreement  shall be
exclusive of any value added tax ("VAT") or similar tax payment,  provided  that
if Licensor is subject to VAT or similar tax  payment,  then such VAT or similar
tax payment  shall be due and  payable to  Licensor in addition to the  Royalty,
Advances,  and/or other sums so due. If the laws of the  Territory  require that
income  or  similar  withholding  tax on moneys  due to  Licensor  hereunder  be
withheld  at the  source,  then the moneys due to  Licensor  hereunder  shall be
reduced by the same withheld,  provided that in the event that Licensee receives
a credit with  respect to taxes so withheld,  then  Licensor's  royalty  account
hereunder  shall  be  credited  by  the  proportion  of  such  credit  which  is
attributable  to  Licensor's  moneys  hereunder.  Licensee  shall give  Licensor
reasonable assistance in obtaining a certificate setting forth the amount of tax
withheld  or  deducted  so as to enable  Licensor  to apply for tax credit  from
Licensor's local tax authorities for taxes so withheld or deducted. In the event
that due to governmental  restrictions any payment to Licensor  hereunder cannot
be made (for example,  due to government  regulations under a "blocked currency"
situation),  then Licensee shall deposit such moneys in a depository selected by
Licensor.  Such deposit in  accordance  with the foregoing  provisions  shall be
deemed to fulfill Licensee's respective payment obligation hereunder.

E. Licensee shall keep detailed, true and correct books and accounts relating to
the manufacture, distribution, sale and other exploitation of Records hereunder.
Licensor's  representative(s)  shall have the right at any time and from time to
time until the expiry of two (2) years after the date of the expiration or other
termination  of the Term,  but not more than once during any calendar  year,  to
inspect  and take  notes of all  documents  which  pertain  to the  exercise  by
Licensee of any  exploitation  rights  granted to Licensee  hereunder,  provided
that,  in connection  with the exercise  from time to time of  Licensor's  audit
rights  hereunder,  all such  documents  shall be made  available to Licensor at
Licensee's principal place of business in the Licensed Territory. Any inspection
by or on behalf of Licensor  shall be made on not less than thirty (30) calendar
days where the documents are made  available to Licensor.  If any such aforesaid
inspection  reveals an  accounting  error of more than five percent (5%) for the
period under review,  then Licensee shall reimburse  Licensor an amount equal to
the  reasonable  costs  directly  incurred  by  Licensor  from  such  particular
inspection  and,  in  addition,  Licensee  shall  pay  to  Licensor  any  amount
discovered to be still due, together with simple interest thereon at the rate of
ten  percent  (10%)  per  annum for the  amount  due from the time when  payment
thereof  should have been made pursuant  hereto until the time of actual payment
thereof on behalf of or by Licensee.

F.  Notwithstanding  anything to the  contrary  herein  contained,  it is hereby
agreed  that  any  royalty  statement  or other  account  rendered  by  Licensee
hereunder  shall be  binding  and not  subject to any  objection  for any reason
unless such  objection is made by Licensor in writing  stating the basis thereof
and  delivered  to  Licensee  within  one (1) year  from the date of  Licensor's
receipt of such  statement  or account,  and if Licensee  denies the validity of
Licensor's  objection unless  proceedings are instituted in a court of competent
jurisdiction  within one (1) yar after Licensor's  receipt of Licensee's written
notice to Licensor  stating  that  Licensee  denies the  validity of  Licensor's
objection.

IX. Copyright Royalties.

Licensee,  its  affiliates,  subsidiaries,  sub-licensees  and assigns  shall be
liable  and  responsible  for the  payment of any and all  mechanical  copyright
royalties  and  obtaining  all  necessary   clearances   and  licenses  for  the
distribution  and/or  sale  and/or  other  exploitation  of Master  Recording(s)
hereunder,  such  payment  to be  made  directly  to  the  applicable  copyright
proprietors or their duly  authorized  agents,  and Licensee shall hold Licensor
free and harmless from any and all claims with respect hereto.

X. Representations and Warranties.

A.  Licensor  represents,  warrants,  and agreed that Licensor has all necessary
authorizations to enter into and fully perform this Agreement. Licensor warrants
that Licensor owns or otherwise  controls the rights for the Licensed  Territory
in and to the Specified  Album(s) and shall continue to own or otherwise control
such rights for the duration of the Term and Sell-Off Period.  Licensor will not
grant any  exclusive  right to any  person to Master  Recording(s)  which  would
derogate from or be in conflict with the rights granted to Licensee hereunder.

B. Each Party represents, warrants, and agrees that Each Party has all necessary
authorizations  to enter into and full perform this Agreement.  Licensee further
warrants and represents that the distribution, sale and/or other exploitation of
Records comprising the Master Recording(s) shall not infringe upon the rights of
any third party,  and Licensee  hereby agrees to hold Licensor free and harmless
from any and all claims  with  respect  thereto.  Each party will not  knowingly
incur any  liability,  restriction,  or  prohibition  which would  detrimentally
affect  Licensee's  fulfillment of its performances or obligations  hereunder or
any  of  Licensor's  rights  hereunder.   Licensee  shall  manufacture   Records
consistent with the standards  Licensee normally utilizes for the configurations
concerned.

XI.Termination.

A.  Licensor  shall  have  the  right  (exercisable  at the sole  discretion  of
Licensor) to forthwith terminate this Agreement in the event that

     1. Licensee fails or refuses to render any of the statements or to make any
     of the  payments  due to  Licensor  pursuant  hereto or fails or refuses to
     perform any other  material  obligation on Licensee's  part to be performed
     hereunder  and any such default is not cured within  thirty (30) days after
     Licensee's  receipt of a written  notice from  Licensor by fax or certified
     mail, return receipt requested, requesting its cure; or

     2. Licensee has gone into  receivership  or has made any assignment for the
     benefit of creditors or made any  composition  with creditors or any action
     or proceeding under any bankruptcy or insolvency law is taken by or against
     Licensee  which is not  discharged  within  fourteen  (14) days after it is
     commenced; or

     3. any  attachment,  execution,  or  encumbrance  is levied  against any of
     Licensee's property whereby such attachment,  execution, or encumbrance has
     not been removed within thirty (30) calendar days; or

     4. if any  provision  relating to payment by Licensee to Licensor  shall be
     legally declared invalid or unenforceable; or,

     5.  Licensor  discovers  that  Licensee  and/or any parent or  affiliate of
     Licensee has been operating as "Pirate  Company(ies)" or has knowingly been
     represented by or connected with any Pirate Company,  regardless of whether
     such pirating  activity(ies)  and/or Pirate  Company(ies) are located in or
     outside  of  the  Licensed  Territory.   "Pirate  Company(ies)"  means  any
     company(ies)  which  effectuated or was/were  involved in the  manufacture,
     export,  import, and/or sale of any record(s) without having first obtained
     all required authorizations from the respective copyright proprietor(s) and
     the rightful  owner(s) in and to the master  recording(s)  embodied on such
     record(s).

B. If and when any  termination  event under the provisions of sub-clause  11.1.
should occur,  then and in any of such events  Licensor may exercise  Licensor's
termination  right  by  written  notice  to  Licensee,  such  termination  to be
effective as of the date of  Licensee's  receipt of such notice,  provided  that
(unless Licensee's  applicable  Exploitation period has already expired prior to
the effective date of Licensor's termination) Licensee's applicable Exploitation
Period in respect of the Records and Master Recordings  hereunder and all rights
granted to Licensee pursuant hereto shall  automatically and without any further
formality  concurrently  terminate as of the effective date of such  termination
and Licensee shall not be entitled to any Sell-off Period.

C.  Licensee  shall  have  the  right  (exercisable  at the sole  discretion  of
Licensee) to forthwith terminate this Agreement in the event that

     1.  Licensor  fails or refuses to perform any of its  material  obligations
     hereunder  and such  default  is not  cured  within  thirty  (30) days from
     Licensor's receipt of Licensee's written notice requesting its cure; or

     2. Licensor has gone into  receivership  or has made any assignment for the
     benefit of creditors or made any  composition  with creditors or any action
     or proceeding under any bankruptcy or insolvency law is taken by or against
     Licensor  which is not  discharged  within  fourteen  (14) days after it is
     commenced or

     3. any  attachment,  execution,  or  encumbrance  is levied  against any of
     Licensor's property whereby such attachment,  execution, or encumbrance has
     not been removed within thirty (30) calendar days.

D. If and when an early  termination  event under the  provisions of clause 11.3
hereof should occur, then Licensee may exercise Licensee's  termination right by
written notice to Licensor,  such  termination to be effective as of the date of
Licensor's  receipt  of  such  notice,   provided  that  Licensee's   applicable
Exploitation  Period in respect of the Records and Master  Recordings  hereunder
and all rights  granted to Licensee  pursuant  hereto  shall  automatically  and
without any further formality concurrently terminate as of the effective date of
such  termination  but  Licensee  shall be  entitled to the  Sell-off  Period in
accordance with applicable provisions herein contained.

E. Any termination of this Agreement by either party shall be without  prejudice
to any other rights  and/or claims which either party may have at law, in equity
or otherwise, and such rights and/or claims shall survive the termination of the
Agreement.

XII Force Majeure.

If Force Majeure  prevents the hindered party from  fulfilling  its  obligations
hereunder  for a period  longer than 6 (six) weeks,  then  Licensor and Licensee
shall enter into good faith negotiations to reform the obligation concerned.

XIII. Indemnity.

Licensee and Licensor agree to defend,  indemnify,  and hold each other harmless
from and  against  any and all  liability,  loss,  damage,  cost,  and  expense,
including  reasonable  legal fees,  arising out of or by reason of any breach of
any of the covenants,  warranties, or representations  hereunder. The indemnitor
shall receive prompt written notice of any claim or action, at its expense, with
counsel of its own choice.  The foregoing  indemnity shall apply to the claim or
action proven to be legitimate as a result of any  settlement  entered into with
the  indemnitor's   prior  written  consent,   or  as  a  result  of  any  final
non-appealable  adverse  judgment.  In the event that  litigation  should  arise
between Licensor and Licensee, then the prevailing party shall have the right to
be reimbursed for reasonable attorney's fees and reasonable court costs.

XIV. Assignment.

So  long  as  the  rights,   duties,  and  obligations  hereunder  will  not  be
detrimentally affected, Licensor and Licensee may assign, transfer, sub-license,
or charge any of their respective  rights hereunder to their respective  parent,
subsidiary,  affiliated  company,  or any entity with whom  Licensor or Licensee
respectively enters into a merger, consolidation,  sale of stock, sale of assets
or  other  reorganization.  Licensor  warrants  that as of the  signing  hereof,
Licensor has not made any assignment as aforesaid.

XV. Notices/Definitions

A. All notices must be in writing to be  effective.  Essential  notices shall be
served or confirmed by cable, registered mail, certified mail, or airmail at the
addresses stated hereinabove or as otherwise directed by the addressee,  whereby
all charges are to be pre-paid by the addressor.

B. The words and  expressions  used herein shall have the meanings  respectively
ascribed to same  hereunder or, in the absence of respective  definition(s),  as
same are generally understood by industry experts. As used hereunder,

"Audiophile  record"  means an  audio-only  record  which  is made  for  digital
playback and includes  without  limitation  compact discs ("CD"),  digital audio
tapes ("DAT"),  digital  compact  cassettes  ("DCC"),  Compact Disc  Interactive
("CD-I"), Compact Disc Read only Memory (CD-ROM) and mini discs ("MD");

"Biographical  Material"  shall mean the name(s),  voice(s),  likeness(es),  and
biography(ies)  of the  Artist(s)  as  delivered  and/or  approved by  Licensor.
Licensee may only use such  Biographical  Material in connection  with the sale,
promotion,  broadcast  of  the  Records  containing  the  performance(s)  of the
respective Artist(s).  If Licensor should be bound by any restrictions affecting
the use of any  Biographical  Material,  then  (subject to Licensee  having been
informed  thereof in writing) any such  restriction(s)  shall  equally  apply to
Licensee. Any permitted use by Licensee of any Biographical Material shall be on
a non-exclusive  basis for the Licensed Territory during the Exploitation Period
and  Sell-Off  Period;  should the  Exploitation  Period or  Sell-Off  Period be
terminated, then all permitted usage(s) by Licensee of any Biographical Material
shall be deemed to have been automatically revoked.

"Master  recording" means the original material object in which sounds,  whether
or not coupled  with visual  images,  are fixed by any method now known or later
developed and from which sounds,  whether or not coupled with visual images, can
be perceived, reproduced or otherwise communicated,  either directly or with the
aid of a machine, device or process. For the purposes of this Agreement, "Master
Recordings"  or "Masters"  means and includes all master  recordings  subject to
this Agreement, all playbacks, mixes and re-mixes thereof in whole or in part as
well as all Video-clips  and/or Videos which embody any of the Master Recordings
in whole or in part.

The noun "record"  means any mechanical  reproduction,  in any form now known or
later  developed  from which sounds  (whether or not coupled with visual images)
can be perceived, reproduced or otherwise communicated,  either directly or with
the aid of a machine,  device or process.  For the  purposes of this  Agreement,
"Master  Recordings"  or  "Masters"  means and  includes  all master  recordings
subject to this Agreement, all playbacks, mixes and re-mixes thereof in whole or
in part as well as all Video-clips  and/or Videos which embody any of the Master
Recordings in whole or in part.

The noun "record"  means any mechanical  reproduction,  in any form now known or
later  developed  from which sounds  (whether or not coupled with visual images)
can be perceived, reproduced or otherwise communicated,  either directly or with
the aid of a machine,  device or process, and which is manufactured or exploited
primarily for home use,  provided that, for the purpose  hereof,  "Record" means
any record which contains the Specified Album subject to this Agreement.

"Source Materials" means all materials and artwork, all copyright,  tracklisting
and  label  information  which are  necessary  for  Licensee  to  implement  its
exploitation rights hereunder,  including a DAT technically  suitable for use in
the manufacture of Records  hereunder,  PROVIDED THAT (a) Licensor shall provide
Licensee with the Source  Materials upon execution hereof (b) the Licensee shall
use the Source  Material  only as delivered by Licensor to Licensee and Licensee
shall not use the Masters nor permit the use thereof for any purpose  other than
the  manufacture  of the  Authorized  Record  Configurations  of the  Records as
provided  for in this  Agreement;  (c) the supply to the Licensee of the Masters
shall not imply any change of  ownership  or  control  in the  Master  Recording
contained therein,  and all such Master  Recording(s) shall continue to be owned
or  controlled  by  Licensor,  subject  only to the  rights  herein  granted  to
Licensee;  and (d) Licensee shall be  responsible  for payment of the reasonable
duplicational costs (at Licensor's cost price), packing and shipping expenses as
well as taxes,  customs and/or duties,  if and to the extent that such costs and
expenses are actually incurred as a result of the delivery to and/or importation
by Licensee of the Source Material and invoiced by Licensor to Licensee  (unless
paid  directly  by  Licensee),  provided  that any sums  payable by  Licensee to
Licensor in accordance with the immediately aforesaid shall be so payable within
thirty (30) calendar days from the later of Licensee's receipt of the applicable
Source  Material or Licensee's  receipt of the  respective  invoice  therefor in
accordance with the immediately aforesaid.

"videogram"  means a mechanical  reproduction in any form now or hereafter known
from which sounds  coupled with visual  images can be  perceived,  reproduced or
otherwise communicated,  either directly or with the aid or a machine, device or
process  and  which is  manufactured  or  exploited  primarily  for home use and
"Videogram" means only the videograms subject to this Agreement.

XVI. Miscellaneous.

A. This  Agreement  shall not be construed as a partnership,  employment,  joint
venture or agency agreement between Licensor and Licensee.

B. Licensee and Licensor shall have no obligation to make any  investigation  of
the facts  relevant to any  warranty  and/or  representation  herein made to the
other party.

C. The validity,  construction and effect of this Agreement shall be governed by
the laws of Germany,  and  Licensee  and  Licensor  hereby  agree that courts of
Munich, Germany, shall have jurisdiction over any of Licensor's claims regarding
any dispute or controversy  arising under or in connection  with this Agreement.
Notwithstanding the foregoing,  the parties hereby agree, that any of Licensee's
claims regarding any dispute or controversy  arising under or in connection with
this Agreement shall be governed by the Laws of the United States of America and
ruled by the courts of Rhode  Island.  In the event that any  provision  of this
Agreement  shall be legally  declared  invalid or  unenforceable,  Licensee  and
Licensor  shall  enter into good  faith  negotiations  to reform  the  provision
concerned, however, the remainder of this Agreement shall continue in full force
and effect.

D. This  Agreement  is intended by Licensee and Licensor as a complete and final
expression of their understanding and agreement of the subject matter hereunder,
and this Agreement supersedes all prior and contemporaneous  agreements relating
to the  subject  matter  hereunder.  No  amendment  to or  modification  of this
Agreement  shall be binding upon the parties  hereto  unless made in writing and
signed by the  party  sought to be  bound.  No  waiver of any  provision  or any
default under this  Agreement  shall affect either  party's right  thereafter to
enforce such  provision or to exercise any right or remedy  arising by virtue of
this Agreement.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

ACCEPTED AND AGREED:                               ACCEPTED AND AGREED:
By and on behalf of LICENSOR,                      By and on behalf of LICENSEE,


   /s/ (not legible)
---------------------------                        -----------------------------




<PAGE>



APPENDIX A

To the License  Agreement  made  effective  as of October 4, 1999 by and between
INTERSHOW  RECORDS  AG,  Grenzsstr.  24,  CH- 9430 St.  Margrethen,  Switzerland
(hereinafter called "Licensor") of the one part and OPEN DOOR MUSIC; 10 Dorrance
Street,   Suite  501,   Providence,   Rhode  Island  02903  (hereinafter  called
"Licensee") of the other part.

Licensor and Licensee  hereby agree that the following terms and conditions (the
"Appendix A") shall be deemed to have been  incorporated into and made a part of
the License Agreement:

Clause 1:

"Specified Album" means the following album licensed by Licensor to Licensee and
which  embodies  the  recorded  performance  of the  artist(s)  specified  below
("Artist"):

Name of Artist(s):                                                       Title:
-------------------------------------------------------------------------------

1.  The Harlem Gospel Singers "Live at the Cologne Philharmonic Hall"
2.  Queen Esther Marrow "feat. The Harlem Gospel Singers"

Clause 2:

The  Licensed  Territory  shall be: USA  including  US  Government  and Military
possessions  outside of the USA, Canada and Mexico for the non-Internet  related
exploitation  of records.  The World and the Universe  for the Internet  related
exploitation of records.

Clause 3:

The  "Exploitation  Period"  hereunder  shall  commence  as of  the  date  above
("Commencement  Date") and,  unless sooner  terminated  under any  provisions of
Section 11 hereof shall thereafter continue up to the earlier of August 1, 2002.

Clause 4:

The "Authorized Record  Configuration(s)" shall mean Compact Disc (CD) and music
Cassette (MC) only.

Clause 5:

a.   With respect to the Master Recordings  licensed to Licensee under the terms
     of this Agreement as supplemented by this Appendix A, Licensee shall pay to
     Licensor  Advances in the aggregate amount of US $ 75,000.00  (seventy-five
     thousand).

b.   The Royalty-Advance due to Licensor hereunder shall be payable as follows:

1.    US $ 18,750.00     on        08/15/1999
2.    US $  6,250.00     on        09/15/1999
3.    US $ 15,000.00     on        12/15/1999
4.    US $ 15,000.00     on        02/01/2000
5.    US $ 10,000.00     on        05/01/2000
6.    US $ 10,000.00     on        08/01/2000

Clause 6:

a.   The Royalty due to Licensor in respect of Records  hereunder  sold  through
     Licensees'  regular  trade  channels  in full price  category  shall be 30%
     (thirty percent) of the applicable "Royalty Base Selling Price" (as defined
     and subject as further specified in the License Agreement).

b.   The Royalty due to Licensor in respect of Records  hereunder  sold  through
     Licensee's Internet  channel(s) shall be 75% (seventy-five  percent) of all
     revenues  relating to  Licensee's  direct  Internet  exploitation.  For the
     Internet exploitation by third parties 50% (fifty percent) of all revenues.

c.   The Royalty payable to Licensor in respect to  Sublicensing  shall be split
     between  the  parties in a relation  of 60% (sixty  percent)  to 40% (forty
     percent) to the favor of Licensor.

Clause 7:

The published prices to dealer (PPDs) are:

         1.      for CD 1      :   US $ 8.60
         2.      for CD 2      :   US $ 12.00
         3.      for MC 1      :   US $ 5.25
         4.      for MC 2      :   US $ 8.15

Miscellaneous:

a.   For the purpose of on-site  sales,  Licensor is entitled to purchase  sound
     carriers  from  Licensee at  cost-price.  Cost price means actual  pressing
     costs, inclusive mechanical royalties, excluding artist royalties.

b.   Licensor  shall  compensate  Licensee  with  US $ 2.00  (two)  per CD  sold
     on-site,  during  the  concert  tour of the  Harlem  Gospel  Singers in the
     Territory.  Licensor will provide monthly sales  statements  within 15 days
     after the end of the month.  All payments by Licensor will be due within 15
     days after the date of issue of the respective sales statement.

c.   Licensee  commits to  marketing  spendings  of US $ 35,000.00  (thirty-five
     thousand).  All special  marketing  campaigns have to be  coordinated  with
     Licensor and Sundance US.

d.   Licensee  guarantees the release of the double CD as specified under Clause
     1 hereunder in the territory of San Francisco,  USA for August 52, 1999 and
     guarantees to use best efforts for the release of the 1-CD and double CD in
     the rest of Territory by August 25, 1999.

e.   Licensee  coordinates all marketing activities with Licensor and provides a
     monthly  marketing  and activity  statement to Licensor  within the first 6
     (six) months after the release of each record under the Agreement.

f.   All payments of Licensee to Licensor  under this Agreement have to be wired
     to the Licensor's following account:

         Account No.             :       911 529.61 U
         Bank                    :       USB AG
         Branch                  :       Rathhausstr.11
                                         8570 Weinfelden

         Banking Code            :       219
         Account Holder          :       Intershow Records AG

Date hereof: (not legible)
            ---------------

ACCEPTED AND AGREED:                              ACCEPTED AND AGREED:
By and on behalf of LICENSOR,                     By and on behalf of LICENSEE,

  /s/ not legible                                     /s/ not legible
-----------------------------                     ------------------------------