EXCLUSIVE DISTRIBUTION AGREEMENT

This Distribution  Agreement  ("Agreement") is entered into as of the 1st day of
June, 1999 between  KnowSavage  Productions,  Inc., a New York State corporation
with  its  principal  location  at  655  Fulton  Street,   Brooklyn,   NY  11217
(hereinafter referred to as "Artist," "Label" or "Supplier") and Open Door Music
Distribution, a Rhode Island Corporation with its principal place of business at
10 Dorrance Street, Providence,  Rhode Island, 02903 (hereinafter referred to as
"Distributor").

WHEREAS The Supplier is in the business of recording,  developing, marketing and
supporting  certain  Products  as defined  below and the  Distributor  wishes to
manufacture and distribute to the dealers and the re-marketers of these Products
and assures the Supplier that it has the  facilities,  personnel,  and technical
expertise  necessary  to do  so,  The  Supplier  is  willing  to  grant  to  the
Distributor, the exclusive right to manufacture and distribute these Products to
such  dealers  and  re-marketers  as  qualify  and as  defined  below for resale
purposes.  In consideration for the mutual promises,  covenants,  and Agreements
made below, the parties, intending to be legally bound, agree as follows:

1. Definitions

     "End-User." Any person or entity who purchases or licenses the Product(s).

     "Information."  The  technical  or  business  information,  either  oral or
written  that the Supplier or the  Distributor  furnishes to the other marked as
proprietary or confidential  or simply treated as such by the disclosing  party.
It  includes  research,  development  or  business  activities,   including  any
unannounced  Products  and  services,  as well as any  information  relating  to
services,  developments,  processes, plans, financial information,  customer and
Supplier lists,  forecasts and  projections.  Information  will also include the
terms of this Agreement.

     "Intellectual  Property  Rights."  Any work of  authorship,  regardless  of
copyrightability,  including  copyrights and any moral rights recognized by law;
and any other similar rights, in each case on a national and international basis

     "Products."  The audio,  digital or any other  technical  form, MP3, MP4 or
other  soft  music  downloads  now  known or later  developed,  of the  musical,
theatrical or literary performances  developed or owned by the Supplier that are
specifically listed in Exhibit A attached,  along with enhancements,  revisions,
remixes or modifications made to the Products by the Supplier.

2. Term.  This Agreement will begin on the date first written and will terminate
twenty-four  (24) months  following  the start date,  unless  sooner or later in
accordance  with the terms of this  Agreement.  Certain  sections,  as indicated
below,  will  survive  and  remain  effective  even  after  the  termination  or
expiration of this Agreement.  All other rights and obligations of each party to
the other will terminate upon the termination of this Agreement.

2.1  Advances.  Following  the full  execution of this  Agreement and during the
initial  twenty-four  (24)  month  term,  Distributor  shall  pay  advances  for
Supplier's  promotional  expenses (the "Promotional  Fund") of up to twenty-five
($25,000) dollars,  which shall be recoupable as Advances.  The Promotional Fund
shall  be  administered   exclusively  by   Distributor.   Supplier  shall  give
Distributor  reasonable  prior notice of any sums to be disbursed by Distributor
on Supplier's  behalf from the Promotional Fund including the payee's full name,
street  address,   telephone  number,   contact  person  and  other  information
reasonably  requested  by  Distributor  (such as, but not  limited  to,  payee's
federal  identification number of social security number, copies of the contract
between  Supplier and payee,  invoices,  description of services to be provided,
professional references, etc.).

Upon verification  through Soundscan,  of sales of at least five thousand (5000)
units of the Product set forth in Exhibit A, Distributor  shall pay advances for
Supplier's  promotional  expenses  from the  Promotional  Fund of up to  fifteen
($15,000) dollars,  which shall be recoupable as Advances.  The Promotional Fund
shall  be  administered   exclusively  by   Distributor.   Supplier  shall  give
Distributor  reasonable  prior notice of any sums to be disbursed by Distributor
on Supplier's  behalf from the Promotional Fund including the payee's full name,
street  address,   telephone  number,   contact  person  and  other  information
reasonably  requested  by  Distributor  (such as, but not  limited  to,  payee's
federal  identification number of social security number, copies of the contract
between  Supplier and payee,  invoices,  description of services to be provided,
professional references, etc.).

3. Exclusive  Distributor.  The Supplier  grants the  Distributor an irrevocable
exclusive  right and license to manufacture and distribute the Products alone or
with other  Products and to affix its own label in addition to the  Suppliers on
prior notice and consultation with Supplier. Except as provided, the Distributor
will have sole control over methods of manufacturing,  distributing,  marketing,
pricing, labeling, advertising, and the terms and conditions of any sale, unless
otherwise provided for herein on prior notice and consultation with supplier.

3.1 Independent  Contractors.  The Supplier and the Distributor agree that their
relationship is not that of joint venturers, principals or agents, or franchiser
and franchisee.  Both are independent contractors acting for their own accounts,
and neither is authorized to make any commitment or  representation,  express or
implied,  on the  other's  behalf  unless  authorized  to do so by the  other in
writing.

3.2 Use of Trademarks and Trade Names. No right,  title or interest in or to any
trademarks, trade names, professional names, slogans, labels and designs used by
either the Supplier or the Distributor,  nor the goodwill connected, is conveyed
by this  Agreement.  The Distributor  may, in connection  with the  manufacture,
distribution  and sale of the Products  pursuant to the terms of this Agreement,
refer to the Supplier's  applicable  trade names o trademarks  provided that all
such references are in conformance  with the Supplier's  requirements  regarding
such use, as such  requirements  are  communicated to the Distributor in writing
from  time to  time by the  Supplier.  The  Supplier,  in  connection  with  the
promotion of the Products, may refer to Distributor's  applicable trade names or
trademarks  provided  that  all such  references  conform  to the  Distributor's
requirements communicated to Supplier.

4.  Distribution  Rights.  In  recognition  of the  investment to be made by the
Distributor in connection with its  manufacture,  marketing and  distribution of
the Products, the parties agree to the following: The Supplier hereby grants the
Distributor  the  exclusive  right to  distribute  the  Products in all of North
America,   including   Canada,   Mexico  and  Central   America  (the   "Primary
Territories")  in  which  it is  legal  to sell  the  Products,  subject  to the
limitations below and in Section 4.1.

Notwithstanding  anything in the  foregoing  sentence,  the Supplier does hereby
grant  Distributor  the  exclusive  right to solicit the  distribution,  sale or
licensing  of the  Product  in the  following  territories-Western  and  Eastern
Europe, Japan, Singapore,  Thailand, South America and Australia (the "Secondary
Territories") under the terms set forth in this Agreement for a period of twelve
(12) months from the date first written above.

The  Distributor  shall  distribute  the Products to any and all  wholesale  and
retail  outlets,  key outlets,  direct  mail,  mail order,  audiophile  or other
specialty stores, chains,  franchises, one stops, individual stores or any other
stores who normally and  traditionally  sell audio and video products  embodying
the  performances  of musical,  literary or  theatrical  talent.  These  outlets
include,  without  limitation,  any " Internet,"  "online" or new  technological
sales outlets such as MP3, MP4, soft music downloads now know or to be developed
in the future.  The exclusive  distribution  rights  granted to the  Distributor
pursuant to this Agreement expire twenty-four (24) months (the "Primary Contract
Period") from the date first written above. The Supplier  controls the exclusive
right to  extend  and  renew  this  Agreement  by  exercising  options  ("Option
Periods") as defined in this Paragraph.  The length of each  consecutive  option
shall be for a period  of One (1) year  commencing  upon the  expiration  of the
Primary  Contract Period or the then current Option Period.  Each option will be
deemed  automatically  exercised by Supplier unless Supplier  delivers notice to
Distributor  of its  intention to terminate.  Said notice to terminate  shall be
delivered to  Distributor no later than Thirty (30) days prior to the expiration
of the current  Primary  Contract or Option Period.  It shall be made in writing
and mailed to  Distributor  by  Certified or  Registered  mail,  return  receipt
requested  in order  to be  deemed  delivered.  The  Supplier  will not sell any
products with specifications substantially comparable to those of the Products.

Notwithstanding  anything  in the  foregoing  paragraph,  in the event  Supplier
wishes to exercise  its option to  terminate  this  Agreement  at the end of the
Primary  Contract Period or the then current Option Period and in  consideration
of the  fact  that  the  Distributor  shall be  responsible  for  manufacturing,
duplicating and packaging of the Products as set forth herein,  the then current
Primary  Contract  or  Option  Period  shall  be  extended  until  such  time as
Distributor has recouped any and all expenses, costs or other recoupable amounts
as  incurred  by the  Distributor  as a  result  of the sale of  Products.  Once
Distributor  has  recovered  any and all  expenses,  costs or  other  recoupable
amounts,  the Supplier  shall have the right to exercise its option to terminate
this Agreement.

5.  Distributor's  Responsibilities.  The Distributor  agrees to manufacture and
distribute  the  Products  to any  authorized  dealers  as defined  herein.  The
Distributor  will maintain an inventory of Products and  warehousing  facilities
sufficient to adequately serve the demands of its dealers on a timely basis. The
Supplier agrees to provide the Distributor with the necessary Masters,  complete
artwork,  including label copy,  liner notes and credits in completed film form,
as  well  as  licenses,   approvals,   consents  and  permissions  necessary  to
manufacture, duplicate and distribute the Products.

5.1 Supplier's  Responsibilities.  Supplier  agrees to supply  Distributor  with
different  photographs and biographical  material  pertaining to the Products as
may be needed for promotion, merchandising, in-store display and advertising. If
any such material is inaccurate,  misleading, obscene or an invasion of anyone's
privacy,  then  Distributor  shall have the right,  but not the  obligation,  to
correct,   edit,  delete  or  revise  such  information  and  to  eliminate  any
inaccuracy, or misleading materials.

Distributor  shall have the right to charge the actual cost or expense of making
such changes  against any sums due Supplier  under this  Agreement.  Distributor
agrees to consult with Supplier before making any of the changes.  Distributor's
inadvertent  failure to consult with Supplier regarding the changes shall not be
deemed a breach of this Agreement.

5.1.1 Live Performances.  The Supplier does hereby agree to perform or to permit
the public  performance of the Masters by means of radio  broadcast,  television
broadcast or any other method now or hereafter known including new technologies.

5.2  Promotional   Efforts.   The  Supplier  will  be  solely   responsible  for
all-promoting,  publicizing,  advertising,  marketing, and merchandising efforts
necessary to generate  airplay and the sale of the Products.  Excluding  Section
5.2, the Distributor shall, at its sole discretion, advertise, publicize, market
and promote  the  Products  in the media of its choice  after  prior  notice and
consultation  with  Supplier.  For each one hundred (100) compact  discs,  LP's,
singles or tapes that Distributor ships to its dealers for which royalties shall
be payable hereunder,  Distributor shall have the right to ships its dealers, on
a  no-charge  basis  or at a cost  which  is  fifty  (50%)  percent  or  less of
Distributor's  regular  wholesale  price five (5) compact discs,  ten (10) LP's,
singles  or tapes for which  royalties  shall not be  payable  to  Supplier.  No
royalties  shall be payable for compact discs,  LP's,  singles or tapes used for
the  purpose of  publicity  or  advertising,  for records  distributed  to radio
stations,  television stations, motion picture companies,  publishers or others,
for Product used on transportation  facilities or as in-store play samplers, for
records  sold as cutouts or  overstock  or for records sold as scrap after prior
notice  to and  consultation  with  Supplier.  Notwithstanding  anything  to the
contrary  hereinabove set forth, if Distributor  changes its overall policy with
respect to Product shipped to dealers on a no-charge basis or at a cost which is
fifty (50%) percent or less of  Distributor's  regular  wholesale price on which
royalties are not payable,  then Distributor  shall have the right to change the
limitations hereinabove set forth in accordance with such new policy after prior
notice and consultation with Supplier.

5.3 Participation by Distributor. For Products selling One Thousand (1000) units
and for each increment of One Thousand units sold thereafter, Distributor agrees
to hold  from its  share of  royalties  and to place in a  separate  Advertising
Escrow  Account,  an amount  equal to fifty  ($0.50)  cents per unit sold.  Said
account to be used for the purpose of  advertising  and  promoting  the Product.
This  expense  will be deemed a  non-recoupable  advance to the  Supplier and is
meant to promote, expose and market the Products.

5.3.1 Participation by Supplier.  For Products selling One Thousand (1000) units
and  for  each  increment  of  One  Thousand  units  sold  thereafter,  Supplier
authorizes  Distributor  to hold from its share of  royalties  and to place in a
separate  Advertising Escrow Account, an amount equal to Fifty ($0.50) cents per
unit sold.  Said escrowed  amounts to be used for the purpose of advertising and
promoting the Product.

5.3.2  Use of  Advertising  Escrow  Account.  It is the sole  discretion  of the
Supplier to direct the Distributor, in writing, as to whether funds deposited in
it  Advertising  Escrow  Account  are to be used for  advertising  space or time
solely for the promotion of its Products or as part of  cooperative  advertising
buys in which Supplier is promoted along with other Suppliers or Artists of like
or similar style,  image and audience appeal.  If Supplier agrees to participate
in cooperative  advertising  buys,  Distributor  agrees to allocate  advertising
space,  type size,  placement and all other aspects of the  advertising  equally
among the  participant  Suppliers.  Notwithstanding  anything in Section 11.1.1,
upon  expiration of this Agreement,  including all extensions and renewals,  the
Supplier's  share, in the amount of fifty (50%) percent of the balance remaining
in the  Advertising  Escrow  Account  will be credited  against  any  recoupable
advances,  costs,  expenses  advanced to the  Supplier by the  Distributor.  Any
remaining funds will be payable to the Supplier in the form of a certified check
during the quarterly  payment  period  directly  after the date of expiration or
termination.

5.4 Supplier  Packaging.  The  Distributor  will  distribute  Products  with all
packaging,  warranties,  and  disclaimers  designated  by the  Supplier and will
require all the Dealers to adhere to the terms applicable to such Products.

5.5 Reports.  The  Distributor  will mail to Supplier no later than fifteen (15)
days after the end of each month during the term of this Agreement including any
extensions,  renewals or revisions  and quarterly  for  twenty-four  (24) months
after the expiration or termination of this  Agreement,  a report  customized to
the Supplier's  needs,  showing the preceding  month's current inventory of each
Product,  the quantity of each Product shipped, the number of returns or refunds
on Products,  the balance of  Supplier's  Advertising  Escrow  Account and other
relevant information for the prior month as requested by Supplier.

5.6  Compliance  with  Laws.  The  Distributor  will  comply  with all  material
applicable  present  and  future  federal,  state,  county,  local,  and,  where
necessary, foreign laws, ordinances, and regulations relating to the sale of the
Products.

5.7 Service Support. Subject to the Distributor's customer service policy and in
union with the Supplier,  the Distributor  will provide sales support  including
without  limitation,  returns  processing,  End-User  inquiries,  field  account
maintenance and mutually approved sales incentives, in the form of "free goods",
etc.

6. Payment Terms.  Distributor will pay to Supplier, on a quarterly basis, fifty
(50%) percent of the wholesale price as set forth in Exhibit B of this Agreement
after  deducting  all taxes and duties  and  Distributor's  customary  container
charges (i.e.  the container  charges which  Distributor  customarily  charges a
majority of the suppliers then under exclusive term distribution agreements with
Distributor).  With respect to the distribution of Product outside of the United
Stated for which  Distributor  receives  payment or  credit,  Distributor  shall
calculate the applicable  container charge on the basis of the retail price less
all taxes and duties only if the  licensee  accounting  to  Distributor  for the
particular  sales concerned ha computed the container  charge  applicable to the
Distributor on a basis which is less all taxes and duties; otherwise Distributor
shall calculate the applicable  container  charge  hereunder on the basis of the
wholesale  list  price  inclusive  of taxes and  duties.  At the  present  time,
Distributor's  customary  container  charges  are as follows  for the  following
Products:  twelve (12%) percent of the retail list price for compact discs, disc
records,  (other than seven-inch  singles released in a standard generic sleeve,
(for which there is no packaging  deduction and other than those listed  below);
ten (10%)  percent of the retail list price for cassette  tapes or digital audio
tapes (DATS). For all sales transacted through Distributor's  Internet retail CD
store,  Distributor  will pay to  Supplier,  on a quarterly  basis,  fifty (50%)
percent  of the  retail  price for any sales  transacted  through  Distributor's
on-line CD retail store and MP3, MP4 or other soft music download site owned and
controlled by Distributor.

6.1 Masters & Packaging.  The Supplier will provide  appropriate art and masters
as  requested  by the  Distributor  to permit  Products  to be  manufactured  by
Distributor at the manufacturing  facility of Distributor's choice. The Supplier
agrees to comply  with  these  requests  at no  additional  charge  (other  than
transportation  charges)  provided that the  Distributor  furnishes the Supplier
with  shipping  instructions  at  least  five (5) days  prior to  shipment.  The
Supplier agrees to supply art,  graphics,  film,  geographical  material,  press
clippings or any other item to be used for  promotional or advertising  purposes
by the Distributor. The Distributor agrees to provide displays, rack dividers or
other forms of " in-store"  display as required or by its distribution  outlets.
The Distributor's costs would be recoupable expenses, deductible from Supplier's
royalties  payable,  itemized  and included on the reports as defined in Section
5.4 herein.

6.2 Warehousing. Deleted intentionally.

7. Financial Condition.  The Distributor  represents and warrants that it is and
at all times  during the term of this  Agreement  will remain in good  financial
condition,  solvent  and able to pay its bills when due.  From time to time,  on
reasonable notice by the Supplier,  an audit of the Books and Records pertaining
to this  Agreement  can be  scheduled  as long as it is during  normal  business
hours, at Suppliers sole expense,  at a place and time designated by Distributor
and no more frequently than once in any contractual  year of this Agreement.  If
errors or  discrepancies  are found,  the  responsible  Party shall reimburse or
correct the error within thirty (30)  business  days  together  with  Supplier's
reasonable  audit cots.  Interest will accrue on any delinquent  amounts owed to
the  Supplier  at the rate of one (1%)  percent  per  month,  or at the  maximum
permitted by applicable law, whichever is less.

7.1 Pricing.  The Supplier is free to determine its own suggested  resale prices
for the Products.

8. Risk of Loss.  The  Distributor  assumes  the risk of loss and  damage of the
products  in  transit  from the  Distributor's  shipping  point to the  point of
destination as well as once Product is warehoused.

9. Distributor Duties. The Distributor agrees to honor all replacement  requests
from  Dealers  or  End-Users  pursuant  to the terms of the  End-User  Agreement
pertaining to the defective units. The Distributor will instruct all the Dealers
to submit all replacement requests to the Distributor.

9.1  Additional  Protection.  If, within any six (6) month period,  twenty (20%)
percent or more of the Products,  while within the warranty period  specified in
this Agreement,  exhibit  defects of the same kind and nature,  and such defects
are the result of faulty design or workmanship  or defects in materials  arising
from any cause for which the  Distributor is  responsible,  then the Distributor
agrees to give  compensation,  or render  assistance,  at the Distributor's sole
expense, by delivery of replacement  Products found to be effective to the place
designated by the Distributor. If the cause of the defects is the responsibility
of the  Supplier,  then the  Supplier  agrees  to give  compensation  or  render
assistance to re-record,  mix or master the Product to correct the defects.  The
Distributor will provide the Supplier a written report of all warranty claims at
least once every three (3) months.

9.2 Indemnification. Deleted Intentionally.

10.  Ownership  Warranty  and  Indemnification.  The  Supplier  warrants  to the
Distributor that the Products are the originals with the Supplier,  the Products
do not infringe upon any copyright or other  proprietary  rights of others,  the
Supplier has full power and authority to grant the rights herein  granted to the
Distributor  and the Supplier has not previously or otherwise  granted any other
rights in the Products to any third party that  conflict with the rights in this
Agreement  granted  to the  Distributor.  The  Supplier  agrees to defend at its
expense and hold the Distributor harmless from any claim against the Distributor
resulting  from a breach of any of the warranties set forth above and to pay any
reasonable costs,  damages, or expenses (including attorneys' fees) arising from
any such  claim.  The  Supplier  will  have sole  control  of the  defense,  all
negotiations  and settlement.  The Distributor will promptly notify the Supplier
in writing of any such claim and, at the Supplier's request and expense, provide
the Supplier with all available information to enable the Supplier to defend the
same.  Following  notice of a claim or a threatened or actual suit, the Supplier
will immediately,  at its own expense,  procure for the Distributor the right to
continue  the use of the  Products  subject to such claim,  demand,  or,  having
failed to obtain  such  right,  replace  or modify  such  Products  to make them
non-infringing,  or having failed to replace or modify the  Products,  refund to
the  Distributor the purchase price of all unsold  products.  If the Distributor
elects to replace any of the Products,  such replacement will substantially meet
the  performance  and interface  specifications  of the replaced  Products.  The
warranties stated in this Section would survive the expiration or termination of
this Agreement.

11. Terminate Events.  This Agreement may be terminated by either Party upon the
occurrence  of  any  assignment  for  the  benefit  of  the  creditors,  or  any
bankruptcy,   reorganization,  or  other  proceeding  under  any  bankruptcy  or
insolvency law which is initiated by the other party, or is initiated against it
and not dismissed or stayed  within  thirty (30) days, a material  breach by the
other party of any of the terms of this Agreement,  which breach is not remedied
by the other  party  within  thirty  (30) days of the other  party's  receipt of
notice  of such  breach  or upon the sale or  distribution  of the  Products  in
violation of the  Distributor's  exclusive  distribution  rights as described in
Section 4.1. The written  notice of  termination  will be given by registered or
certified  mail, in which event this Agreement  will terminate  thirty (30) days
from the date of mailing of the notice providing Distributor is not able to cure
said breach during that time and without  relinquishing  any of Supplier's right
to pursue remedies other than termination.  Distributor  warrants and represents
that  Supplier's  Products shall be distributed via Valley Media, if distributor
discontinues  or  terminates  its  distribution   agreement  with  Valley  Media
Distributor has ninety (90) days to secure  comparable  distribution or Supplier
shall have the right to terminate this Agreement.

11.1 Supplier's Early Termination.  The Supplier may terminate this Agreement at
any time during the Primary  Contact Period or in any of the Option Periods upon
receipt of a bona fide offer to  Supplier  from a major  record or  distribution
company,  major  being  defined by the  standards  and  traditions  of the Music
Industry (i.e. Sony, Universal, etc.). Notwithstanding anything in the foregoing
sentence, the Distributor is hereby granted the right of first refusal providing
Distributor  with the  opportunity  to submit a  counter-offer  within  five (5)
business  days from the date of the bona fide  offer to  Supplier,  that is of a
comparable  or  more  favorable  term  to the  Supplier  . If  Supplier  accepts
Distributors  counter-offer  then  both  Parties  agree  to  negotiate  the  new
agreement in good faith.

11.1.1 Early Termination. If Supplier declines Distributor's counter-offer,  and
chooses  to  terminate  this  Agreement,   entering  into  a  new  recording  or
distribution  agreement,  as defined  herein  within twelve (12) months from the
date of the  early  termination,  Supplier  agrees  to pay or  cause  to be paid
directly to the  Distributor  a sum equal to one (1) percent of retail  sales on
any  product  released  by  Supplier  during  the  term  of any  new  agreement.
Distributor  will continue to distribute any and all product  distributed  under
this  Agreement to date. Not  withstanding  any rates as set forth in Exhibit B,
upon early termination of this Agreement,  the following Post Term Royalty rates
will apply to the Product set forth in Exhibit A and be payable to  Distributor;
Year One-After Early  Termination  -fifteen (15%) percent;  Year two-After Early
Termination-ten  (10%) percent;  Year  Three-After  Early  Termination five (5%)
percent; and nothing thereafter.  Further, Supplier agrees to abide by all other
terms and provisions  governing the  manufacture,  distribution,  sale,  quality
control and End-User services as set forth herein including,  but not limited to
the  Supplier's   Advertising  Escrow  account.  The  Distributor  may,  at  its
discretion,  choose to manufacture the distributed  product in order to maintain
inventory  levels as needed.  In the event  that  Distributor  does  manufacture
Products,  all  expenses  and costs shall be deemed  recoupable  advances and be
deductible from Supplier's share of royalties as et forth herein upon expiration
of the Post Term,  all rights,  inventories,  Product,  royalties and Supplier's
share of the Advertising Escrow Account will revert to Supplier.

11.2.1 Early Termination Buy Out.  Notwithstanding  anything stated in the above
Sections,  in the event of early  Termination  as set forth in  Section  11.1.1,
Supplier  may elect to buy out  Distributor  by way of a flat fee buy out.  Said
amount to be  negotiated  at the time of Early  Termination,  in good  faith and
agreed upon, in writing by all Parties.

In the event of a flat fee buy out all rights,  product,  inventory,  royalties,
future overrides,  accrued  Advertising Escrow Accounts,  art, masters and other
items as set forth herein shall revert back to Supplier.

12.  Fulfillment  of  Obligations.  Any  termination  of this Agreement will not
otherwise  release  either party from its  obligation to pay any sum that may be
then or  thereafter  owing to the  other  party nor  operate  to  discharge  any
liability  incurred  by either  party prior to any such  termination.  Except as
qualified  by the  preceding  sentences,  neither  party will,  by reason of the
termination of this  Agreement,  be liable to the other for any damages  arising
out of any such termination.

12.1  Effect  of  Termination  and  Survival.  Except  in  the  event  of  Early
Termination,  the  Distributor  shall have the right to  continue  all  display,
advertising,  and  use  of  all  the  Supplier  names,  trademarks,  logos,  and
designations  and  will  use,   advertise  or  display  any  such  names,  logos
trademarks, or designations.

13.  Protection  of  Information.  The  Parties  agree  to hold  Information  in
confidence, except as permitted by this Agreement, as it uses to protect its own
confidential  information.  If used in a manner  contrary  to the  terms of this
Section,  the other party will have the right.  To injunctive  relief  enjoining
such  attempts,  it being agreed that legal  remedies are  inadequate.  No press
releases or other like  publicity or  advertising  of any nature  regarding this
Agreement  that  mentions  this  Agreement  or the  other  party by name will be
released by a party  without the prior  written  agreement  of the other  party.
Without the prior written consent of the Supplier,  the distributor will refrain
from copying, reverse engineering, disassembling,  de-compiling, translating, or
modifying the  Products,  or granting any other person or entity the right to do
so.

13.1  Notification.  The  Distributor  will promptly  notify the Supplier of any
claims, or notification that its marketing,  licensing,  support, or service may
or will infringe the Intellectual  Property Rights of any other person or entity
and any  determination  or  notification  that any person or entity is or may be
infringing the  Intellectual  Property  Rights of the Supplier.  The Distributor
will assist the  Supplier  in the  protection  and defense of such  Intellectual
Property Rights.

14.  Assignment.  Except as set forth herein,  neither this Agreement nor any of
its rights,  in whole or in part,  will be assignable or  transferable by either
party without the express  written  consent of the other party.  This  Agreement
will be binding  upon and take  effect for the  benefit  of the  successors  and
assigns of the parties to this Agreement.

14.1 Waiver,  Amendment,  Modification.  No waiver,  amendment or  modification,
including  those by  custom,  usage of  trade,  or  course  of  dealing,  of any
provision of this  Agreement  will be effective  unless in writing and signed by
the party against whom such waiver,  amendment or  modification  is sought to be
enforced.  No waiver by any party of any  default  in  performance  by the other
party under this  Agreement  or of any breach or series of breaches by the other
party of any of the terms or  conditions  of this  Agreement  will  constitute a
waiver of any  subsequent  default in  performance  under this  Agreement or any
subsequent  breach of any terms or conditions of that Agreement.  Performance of
any obligation  required of a party under this Agreement may be waived only by a
written  waiver  signed by a duly  authorized  officer of the other party,  that
waiver will be effective only with respect to the specific obligation  described
in that waiver.

14.2 Force Majeure. Neither party will be deemed in default of this Agreement to
the extent that performance of its obligations,  or attempts to cure any breach,
are  delayed  or  prevented  by reason of  circumstance  beyond  its  reasonable
control,  including  without  limitation  fire,  natural  disaster,  earthquake,
accident or other acts of God ("Force Majeure"), provided that the party seeking
to delay  its  performance  gives  the other  written  notice of any such  Force
Majeure  within 15 days after the  discovery of the Force  Majeure,  and further
provided that such party uses its good faith efforts to cure the Force  Majeure.
If there is a Force Majeure,  the time for  performance or cure will be extended
for a period equal to the duration of the Force  Majeure.  This Article will not
be applicable to any payment obligations of either party.

14.3  Settlement  of Disputes.  Each party  acknowledges  that,  if there is any
breach  including,   without   limitation,   unauthorized  use  of  Confidential
Information,   the  non-breaching  party  will  suffer  injury  that  cannot  be
compensated by money and therefore  will not have an adequate  remedy at law. If
either party  institutes an action to enforce the  provisions of this  Agreement
which may be brought in either New York County or Rhode Island,  such party will
be  entitled to obtain such  injunctive  relief or other  remedy from a court of
competent  jurisdiction  as may be  necessary  to prevent  or  curtail  any such
breach.  These will be in addition to and without prejudice to such other rights
as such party may have in law or in equity.

14.3.1 Any dispute or claim arising out of this  Agreement  other than those set
forth in Section 14.3, or any aspect of the creation, validity,  interpretation,
breach,   or  termination  of  this  Agreement  will  be  submitted  to  binding
arbitration  to be held in  Providence,  Rhode  Island  before  a panel of three
arbitrators.

Either  party may demand  arbitration  in writing,  serving on the other party a
statement of the dispute,  controversy,  or claim, and the facts relating to it,
in reasonable detail, and the arbitrator  nominated by that party. Within thirty
(30) days after such demand,  the other party will name its arbitrator,  and the
two arbitrators  named by the parties will, within ten (10) days, select a third
arbitrator.  The  arbitration  will be filed with and governed by the Commercial
Arbitration  Rules of the American  Arbitration  Association  (the  "AAA").  The
reasonable  expenses of arbitration  will be borne by the party against whom the
decision is rendered,  or  apportioned  in  accordance  with the decision of the
arbitrators  if there is a compromise  decision.  Judgment upon any award may be
entered in any court of  competent  jurisdiction.  All notices from one party to
the other  relating to any  arbitration  under this Agreement will be in writing
and will be effective if given in accordance with Section 14.7 below.

14.4 Proprietary  Information.  Each party acknowledges that it may be furnished
with or may receive or have access to  information  or material  that relates to
past,   present  or  future   Products,   and  marketing   plans,   "Proprietary
Information."  The  Parties  agree  to  preserve  the   confidentiality  of  the
Proprietary  Information,  whether  disclosed  to the other  party  before  this
Agreement is signed or afterward, including the terms of this Agreement. A party
will not disclose or disseminate the Proprietary Information for its own benefit
or of any third party.  The  previously  stated  obligations do not apply to any
information  that is publicly  known, is given to a party by someone else who is
not obligated to maintain confidentiality or a party had already developed prior
to the day this  Agreement is signed,  as evidenced by documents.  Neither party
will take or cause to be taken any  physical  forms of  Proprietary  Information
without the other party's  written  permission.  Within three (3) days after the
termination of this Agreement, a party will return to the other party all copies
of Proprietary  Information in tangible  form.  Despite any other  provisions of
this Agreement, this Section will survive termination of this Agreement.

14.5 Cumulative  Rights. Any specific right or remedy provided in this Agreement
will not be exclusive but will be cumulative  upon all other rights and remedies
set forth in this section and allowed under applicable law.

14.6 Governing Law. This Agreement will be governed by the  substantive  laws of
the State of Rhode Island  applicable to Agreements  made and fully performed in
Rhode  Island by Rhode  Island  residents.  The  parties  acknowledge  that this
Agreement  expresses their entire  understanding  and Agreement,  and that there
have been no warranties,  representations,  covenants or understandings  made by
either  party  to the  other  except  such as are  expressly  set  forth in this
section.  This Agreement  supersedes and otherwise renders null and void any and
all prior  Agreements or contracts,  whether written or oral. This Agreement may
be  executed  in  multiple  counterparts,  any one of which  will be  deemed  an
original,  but all of which will constitute one and the same instrument.  If any
provision of this  Agreement is found invalid or  unenforceable  under  judicial
decree or decision of the American  Arbitration  Association or of a court,  the
remainder will remain valid and enforceable according to its terms.

14.7 Notices.  All notices required or permitted under this Agreement will be in
writing and will be delivered or mailed  certified  return receipt  requested to
the respective parties at the addresses set forth above or at such other address
as such party will specify to the other party in writing. Any notice required or
permitted to be given by the provisions of this  Agreement will be  conclusively
deemed to have been  received on the day it is  delivered  to that party by U.S.
Mail with  Acknowledgment  of Receipt  or by any  commercial  courier  providing
equivalent acknowledgment of receipt. Captions and section headings used in this
Agreement are for convenience only and are not a part of this Agreement and will
not be used in construing it.

We have  carefully  reviewed this contract and agree to and accept its terms and
conditions. We are executing this Agreement as of the day and year first written
above.

SUPPLIER                                        DISTRIBUTOR
  /S/                                               /S/
----------------------------------------        --------------------------------
Kendrick J. Davis p/k/a "Jeru the Damaja"       David DeBaene
President, Knowsavage Productions, Inc.         President, Open Door Music, Inc.





<PAGE>




                                    Exhibit A

                                    Products
                                    --------


                  JERU THE DAMAJA PRESENTS THE SUPA-HUMAN KLIK

                               FEATURING MIZMARVEL


<PAGE>





                                    Exhibit B


CDs, Vinyl, EPs, Double Disc Sets                    50%              50%
   Suggested Retail Price       Net Royalty      Artist Share      OD Share
---------------------------  ----------------  ----------------  ---------------
            $8.97                  $4.30            $2.15            $2.15
            $9.97                  $4.80            $2.40            $2.40
           $10.97                  $5.25            $2.63            $2.62
           $11.97                  $5.75            $2.88            $2.87
           $12.97                  $6.20            $3.10            $3.10
           $13.97                  $6.70            $3.35            $3.35
           $14.97                  $7.20            $3.60            $3.60
           $15.97                  $7.65            $3.83            $3.82
           $16.97                  $8.15            $4.08            $4.07
           $17.97                  $8.60            $4.30            $4.30
           $18.97                  $9.10            $4.55            $4.55
           $19.97                  $9.60            $4.80            $4.80
           $20.97                 $10.05            $5.03            $5.02
           $21.97                 $10.55            $5.28            $5.27
           $22.97                 $11.00            $5.50            $5.50
           $23.97                 $11.50            $5.75            $5.75
           $24.97                 $120.00           $6.00            $6.00
Cassettes & EPs                                       50%              50%
   Suggested Retail Price       Net Royalty      Artist Share      OD Share
---------------------------  ----------------  ----------------  ---------------
            $5.90                  $2.80            $1.40            $1.40
            $6.98                  $3.35            $1.68            $1.67
            $7.98                  $3.80            $1.90            $1.90
            $9.98                  $4.80            $2.40            $2.40
           $10.98                  $5.25            $2.63            $2.62
           $11.98                  $6.76            $2.88            $2.87
           $12.98                  $6.20            $3.10            $3.10
           $13.98                  $6.70            $3.35            $3.35
           $14.98                  $7.20            $3.60            $3.60
           $15.98                  $7.65            $3.83            $3.82
           $16.98                  $8.15            $4.08            $4.07
Cassette Singles & EPs                               50%              50%
   Suggested Retail Price       Net Royalty      Artist Share      OD Share
---------------------------  ----------------  ----------------  ---------------
            $4.99                  $2.40            $1.20            $1.20
            $5.49                  $2.64            $1.32            $1.32
            $5.99                  $2.85            $1.43            $1.42
            $6.49                  $3.10            $1.55            $1.55
            $6.99                  $3.35            $1.68            $1.67
            $7.99                  $3.85            $1.93            $1.92