LICENSE AGREEMENT

         THIS LICENSE  AGREEMENT (the "Agreement") is entered into this 29th day
of July, 1999 by and between Bernhard Fritsch (herein referred to as "Licensor")
and MCY Music World, Inc. (hereinafter referred to as "Licensee").

                              W I T N E S S E T H:


         WHEREAS,  Licensor is the owner of certain technology relating to a (i)
sales tracking system; (ii) music delivery system; (iii) shopping basket system;
(iv) music  interface  system;  (v) shopping  history  system;  and (vi) digital
delivery  chain and player  system,  for which he has filed  provisional  patent
applications described on Exhibit A annexed hereto (hereinafter collectively the
"Technology");

         WHEREAS,  Licensor  is  the  owner  of  certain  trademarks  which  are
described on the annexed Exhibit A (collectively the "Trademarks");

         WHEREAS,  Licensor  is  the  owner  of  certain  copyrights  which  are
described on the annexed Exhibit A (collectively the "Copyrights");

         WHEREAS, the Licensor is the Chief Executive Officer of Licensee and in
connection with his employment by Licensee has agreed to license the Technology,
the Trademarks and the Copyrights to Licensee;

         WHEREAS,   the  Licensor  desires  to  further  develop,   exploit  and
commercialize  the Technology  through the granting of an exclusive  license for
the Technology, the Trademarks and the Copyrights to the Licensee;

         WHEREAS,  the  Licensee  desires  to acquire  an  exclusive  license to
commercialize and exploit and  commercialize the Technology,  the Trademarks and
the Copyrights (collectively the "Licensed Products"); and

         WHEREAS,  in  connection  with  the  granting  of  the  License  to the
Technology, the Licensor desires to grant and the Licensee desires to acquire an
exclusive  license under all patents which may issue pursuant to the provisional
patent  applications  described  on the  annexed  Exhibit  A  (collectively  the
"Licensed Patents").

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants herein contained, the parties agree to the following:


<PAGE>

                                   ARTICLE 1.

                                EXCLUSIVE LICENSE

         1.1 The Licensor hereby grants to Licensee an exclusive worldwide right
and license (i) to commercialize and exploit the Licensed Products;  and (ii) to
make,  use, sell or offer for sale and in any way  commercialize  the inventions
disclosed in or claimed by the Licensed Patents.

         1.2 Licensee shall have the exclusive right to manufacture, acquire and
assemble all equipment, apparatus,  machinery,  auxiliaries and devices required
to manufacture or distribute or utilize the Licensed  Products and to carry same
into commercial practice.

         1.3 The  licenses  hereby  granted may not be  sublicensed  without the
prior written approval of Licensor.

         1.4 The exclusive  rights and license  herein granted shall include all
patents  throughout  the world which may issue from or claim  priority  from the
Licensed Patents,  including all divisionals,  continuations or continuations in
part, which may issue from the provisional patent applications  described on the
annexed Exhibit A.

         1.5 Promptly,  upon  execution of this Agreement and from time to time,
Licensor  shall  provide  to  Licensee  all  source  codes  and  other  data and
information  which is available to enable Licensee to exploit the Technology and
manufacture or distribute the Licensed Products.

         1.6 As used herein,  the term  "Technology"  shall include all patents,
inventions  discoveries,  know-how,  show-how or  intellectual  property as same
relates to a (i) sales  tracking  system;  (ii)  music  delivery  system;  (iii)
shopping  basket  system;  (iv) music  interface  system;  (v) shopping  history
system;  (vi) digital  delivery  chain and player  system;  or (vii) the digital
delivery of music. The term "Technology"  shall also include any improvements to
the Technology or the mode of using,  processing,  commercializing or exploiting
the Technology obtained either through patents or otherwise.

         1.7 The License granted to Licensee under this Agreement shall commence
on the date  hereof  and shall  terminate  on the later of the date on which the
last patent licensed hereunder to Licensee shall expire or twenty years from the
date of commencement of this Agreement.

                                   ARTICLE 2.

                          DEVELOPMENT OF THE TECHNOLOGY

         2.1 Licensee shall pay all fees for all past and future  development of
the Technology and the Licensed  Products,  including the costs  associated with
the prosecution of any patent applications or issuance of any patents based upon
the Technology.

         2.2 The  Licensor  shall  not  have  any  financial  obligation  to the
Licensee hereunder.

<PAGE>

         2.3 The Licensee shall provide the facilities necessary for any further
development of the Technology and the exploitation and  commercialization of the
Technology and the Licensed Products.


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<PAGE>

                                    ARTICLE 3

                       NON-DISCLOSURE AND CONFIDENTIALITY

         3.1 The Licensee  agrees to report to the Licensor all  inventions  and
discoveries  when first  conceived  or reduced to  practice,  to the extent such
inventions  or  discoveries  relate to the  Licensed  Products  or the  Licensed
Patents.  Licensee and Licensor both agree that all inventions  and  discoveries
are to be kept  confidential  and  both  of said  parties  hereby  agree  not to
disclose any  confidential  information  to any person or entity  outside of the
Licensor and Licensee's organization. This same caution and confidentiality must
be  exercised  by all  Licensee  employees  and  other  agents  who work for the
Licensee  or  Licensor   or  have  access  to  the   confidential   information.
Furthermore,  Licensee and Licensor each represent and warrant to the other that
each such  employee or agent will,  before  gaining  access to any  confidential
information or any derivative thereof, have personally recognized in writing his
obligations  regarding the confidential  information to be disclosed pursuant to
this  Agreement.  Notwithstanding  the  foregoing,  in the  event  that  (i) the
Licensee  becomes a public  corporation;  or (ii) the  Licensee is acquired by a
public  corporation,  the Licensee  shall have the right to make such  releases,
filings and  disclosures  regarding this  Agreement,  the Technology and license
granted  hereunder  as shall be  necessary  or required  under State and Federal
Securities Laws.


<PAGE>



                                   ARTICLE 4.

                          INTELLECTUAL PROPERTY RIGHTS

         4.1 All right,  title and interest in all  inventions  and  discoveries
identified  or  developed  pursuant  to this  Agreement  and any  trademarks  or
copyrights  developed  hereunder  shall  belong to the  Licensor  and are hereby
exclusively  licensed to Licensee  subject to the terms and  conditions  of this
Agreement.

         4.2 All inventions and discoveries  which are conceived  and/or reduced
to practice  during the course of this  Agreement and which are generated by the
development  by Licensee  shall  become the  property of Licensor and are hereby
licensed to the Licensee.

         4.3  Licensor  may seek  patent  protection  for any  discovery  and/or
invention  developed  pursuant to this  Agreement.  All costs to  prosecute  the
patent will be paid by the Licensee,  upon  presentation by Licensor of invoices
for same.

         4.4 In the event that the Licensor  shall  determine  to prosecute  the
patent for any  discovery  and/or  invention  pursuant  to this  Agreement,  the
Licensee  will  provide  the  Licensor  with  all the  necessary  source  codes,
information, drawings and other data requested by Licensor.

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<PAGE>


                                   ARTICLE 5

                               PAYMENT FOR LICENSE

         5.1 As partial  consideration  for the License granted  hereunder,  the
Licensee agrees to pay the Licensor a Fee of $1,000 per annum.


                                   ARTICLE 6.

                 EMPLOYMENT OF LICENSEE; TERMINATION OF LICENSE

         6.1 As  further  consideration  for  the  grant  of this  License,  the
Licensee  hereby  agrees to employee the  Licensor  pursuant to the terms of his
Employment Agreement dated July 11, 1999 and as amended on the July 28, 1999. In
the event that Licensee fails to pay the compensation to Licensor as provided in
Section 3.5 or 5.5 of the Employment  Agreement,  as amended, this License shall
thereupon  terminate  upon  thirty (30) days  written  notice to  Licensee.  The
Licensee  shall  have the right to cure any  breach of such  Section  3.5 or 5.5
during said thirty (30) day notice period.



<PAGE>


                                   ARTICLE 7.

                                 INDEMNIFICATION

         7.1 Licensee hereby agrees to indemnify and hold harmless Licensor, his
heirs and assigns from and against any and all losses,  damages, or liabilities,
joint or several,  which Licensor, his heirs or assigns may become subject under
this Agreement or in connection with the  exploitation or  commercialization  of
the Technology or the Licensed Products.  Licensee will reimburse Licensor,  his
heirs and/or assigns for any legal or any other expenses  reasonably incurred by
Licensor, his heirs or assigns in defending any such actions.

                                   ARTICLE 8.

                                  MISCELLANEOUS

         8.1 If any  term or  provision  of this  Agreement  or the  application
thereof to any  person or  circumstances  shall,  to any  extent,  be invalid or
unenforceable,  the remainder of this Agreement or the  application of such term
or provision to persons or circumstances other than those as to which it is held
invalid or unenforceable,  shall not be affected thereby, and each such term and
provision of this Agreement  shall be valid and shall be enforced to the fullest
extent permitted by law.

         8.2 No  waiver  of any  breach  of any  covenant  or  provision  herein
contained  shall be  deemed a  waiver  of any  preceding  or  succeeding  breach
thereof, or of any other covenant or provision herein contained. No extension of
time for  performance  of any  obligation or act shall be deemed an extension of
the time for performance of any other obligation or act.

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<PAGE>

         8.3 All notices or other communications required or permitted hereunder
shall be in writing,  and shall be sent by registered or certified mail, postage
prepaid,  return receipt  requested,  or by Federal Express  Priority  Overnight
delivery and shall be deemed received upon mailing thereof.

                   To:     The Chief Executive Officer
                           and Secretary of
                           MCY Music World, Inc.
                           1133 Avenue of the Americas
                           New York, New York

                   To:     Bernhard Fritsch
                           c/o MCY Music World, Inc.
                           1133 Avenue of the Americas
                           New York, New York


         Notices  of change of address  shall be given by written  notice in the
manner detailed in this subparagraph 8.3.

         8.4 This Agreement shall be binding upon and shall inure to the benefit
of the permitted successors and assigns of the parties hereto.

         8.5 In the  event  of the  bringing  of any  action  or suit by a party
hereto  against  another  party  hereunder by reason of any breach of any of the
covenants,  agreements  or provisions on the part of the other party arising out
of this Agreement,  then in that event the prevailing party shall be entitled to
have and recover  from the other  party all costs and  expenses of the action or
suit,  including  actual  attorneys'  fees,   accounting  fees,  and  any  other
professional fees resulting therefrom.

         8.6 This Agreement is the final  expression of, and contains the entire
agreement  between the parties  with  respect to the subject  matter  hereof and
supersedes all prior understandings with respect thereto. This Agreement may not
be  modified,  changed,  supplemented  or  terminated,  nor may any  obligations
hereunder  be  waived,  except by written  instrument  signed by the party to be
charged or by his agent duly  authorized  in writing or as  otherwise  expressly
permitted herein.


         8.7  Heading  at the  beginning  of each  paragraph  are solely for the
convenience  of the  parties  and  are  not a part  of the  Agreement.  Whenever
required by the context of this Agreement, the singular shall include the plural
and the  masculine  shall  include the  feminine.  This  Agreement  shall not be
construed  as if it had been  prepared by one of the  parties,  but rather as if
both parties had prepared the same. Unless otherwise  indicated,  all references
to paragraphs and subparagraphs are to this Agreement.  In the event the date on
which any party is required to take any action under the terms of this Agreement
is not a business day, the action shall be taken on the next succeeding day.

         8.8 This Agreement may be executed in counterparts.

<PAGE>


         8.9 The parties hereto  expressly  agree that this  Agreement  shall be
governed by,  interpreted  under,  and construed and enforced in accordance with
the laws of the State of New York.

         8.10 From and after the date hereof, all persons subject to or bound by
this Agreement  shall from time and without further  consideration,  do, execute
and deliver, or cause to be done, executed and delivered, all such further acts,
things and  instruments  as may be  reasonably  be  requested  or required  more
effectively  to evidence  and give effect to the  provisions  of this  Agreement
(including,  without limitation,  certificates to the effect that this Agreement
and the  representations  made  herein  continue to be  operative  and as to any
defaults hereunder or modifications hereof).

         8.11 This Agreement can only be assigned by the Licensor and may not be
assigned by the  Licensee  without the prior  written  consent of the  Licensor.
Notwithstanding  the  foregoing,  in order for any  assignment by Licensor to be
effective,  any party to whom Licensor may assign this  Agreement  must agree to
abide by the terms of this Agreement with Licensee,  so that any such assignment
will not adversely affect the rights granted to Licensee hereunder.

         IN WITNESS WHEREOF, the parties hereto have executed as of the 29th day
of July, 1999.


                                                        BERNHARD FRITSCH


                                                        By: /s/ Bernhard Fritsch
                                                        Bernhard Fritsch


                                                        MCY MUSIC WORLD, INC.


                                                        By: /s/ Bernhard Fritsch

                                                        Bernhard Fritsch, Chief
                                                        Executive Officer


ATTEST:

By: /s/ Hubertus Von Hesse
    --------------------------
    Hubertus Von Hesse
    Director


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