EX-10
                Employment Agreement


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                              EMPLOYMENT AGREEMENT


      THIS EMPLOYMENT  AGREEMENT  ("Agreement"),  dated as of November 16, 1999,
between  CDBEAT.COM,  Inc., a Delaware  corporation (the "Company"),  and ROBERT
MILLER (the "Executive")

                             W I T N E S S E T H

      WHEREAS,  the Company  desires to employ the Executive,  and the Executive
desires to accept such employment, on the terms and conditions set forth herein.

      NOW, THEREFORE,  in consideration of the mutual promises,  representations
and warranties set forth herein, and for other good and valuable  consideration,
it is hereby agreed as follows:

      Employment.  The Company hereby agrees to employ the Executive,  and the
Executive  hereby accepts such  employment,  upon the terms and conditions set
forth herein.

      Term.  Subject  to the  provisions  of  Section 8 hereof,  the term of the
Executive's  employment  under this Agreement (the "Term") shall commence on the
date hereof (the "Commencement  Date") and shall end on the third anniversary of
the Commencement Date; provided,  however,  that at the end of the Term and each
subsequent  anniversary  thereafter (each, a "Renewal Date"),  the Term shall be
automatically  extended by one (1) additional year unless,  at least one hundred
twenty (120) days prior to any such Renewal  Date,  the Company shall deliver to
the Executive or the Executive  shall deliver to the Company written notice that
the Term will not be further extended.

      Position and Duties.

(a) During the Term, the Executive shall serve as the President, Chief Executive
Officer and as a Director  of the Company and shall have such duties  consistent
with  such  offices  as from  time to time  may be  prescribed  by the  Board of
Directors of the Company (the "Board").

(b) During the Term,  the Executive  shall perform and discharge the duties that
may be  assigned to him by the Board from time to time in  accordance  with this
Agreement,  and the  Executive  shall  devote  his  best  talents,  efforts  and
abilities to the performance of his duties hereunder.

(c) During the Term,  the  Executive  shall  perform his duties  hereunder  on a
substantially  full-time  basis.  Notwithstanding  the foregoing,  the Executive
shall be permitted to engage in the same or similar outside business, investment
and/or  other  activities  as the  Executive  is  engaged  on the  date  hereof,
including  (i)  serving as Of  Counsel to Baer Marks & Upham LLC or another  law
firm, (ii) working as a consultant to Shenkman Capital Management, Inc. or other
money  management  firm,  and (iii)  service on  charitable  or other  boards of
directors  including  Variety  - The  Children's  Charity;  provided  that  such
activities do not materially  interfere with the Executive's  performance of his
duties hereunder.


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      Compensation.  For the Executive's  services hereunder,  the Company shall
pay the Executive an initial  annual salary (as the same shall be increased from
time to time,  the "Base  Salary") of  $200,000,  subject to such  increases  or
bonuses as the Board shall  authorize,  which shall be payable  semi-monthly  in
accordance with the customary payroll practices of the Company.

      Benefits.  During the Term,  the Company  shall  provide  the  Executive
with the following benefits:

(a) Stock Options.  The Executive is hereby granted  non-qualified  options (the
"Options") to purchase 1,955,750 shares of the Company's common stock, $.001 par
value per share, as follows:  977,875 shares at $1.30 per share,  488,938 shares
at $1.50 per share,  and 488,937 shares at $1.75 per share.  Except as set forth
in Section 8 hereof, providing for the earlier vesting of the Options, one-third
of the Options  shall vest on the date hereof,  one-third  of the Options  shall
vest on the first  anniversary of the date hereof,  and one-third of the Options
shall  vest on the  second  anniversary  of the date  hereof.  For the  purposes
hereof,  Options shall be deemed to vest in order of ascending  exercise  price.
All Options granted  hereunder that are vested shall be exercisable for a period
constituting the greater of the Term hereof or five years. The provisions hereof
shall be incorporated  into a Stock Option  Agreement to be entered into between
the Executive and the Company as of the date hereof.

(b)  Medical  and Health  Insurance  Benefits.  The  Company  shall,  at its own
expense,  provide the Executive and his eligible dependents with medical, health
and dental  insurance  coverage  generally  provided by the Company to its other
executive employees.

(c) Life  Insurance.  The Company will  reimburse the Executive for such premium
expense, not in excess of standard insurance rates, that the Executive may incur
in maintaining  term life insurance on the Executive's life with a face value of
up to $1 million.

(d) 401(k) Plan. If the Company establishes a 401(k) Plan or other retirement or
pension plan,  the Executive  shall be entitled to  participate  in such plan in
accordance with its terms and conditions.

(e) Disability and Accident  Insurance  Benefits.  The Company shall provide the
Executive  with long  term  disability  insurance  (providing  100% Base  Salary
replacement  coverage),  business  travel  accident  and  accidental  death  and
dismemberment insurance coverage.

(f) Other  Benefits.  The Company shall make  available to the Executive any and
all other  employee  or fringe  benefits  (in  accordance  with their  terms and
conditions)  which  the  Company  may  generally  make  available  to its  other
executive employees.

      Reimbursement  of  Expenses.  During the Term,  the  Company  shall pay or
reimburse the  Executive  for all  reasonable  travel,  entertainment  and other
business  expenses  incurred or paid by the Executive in the  performance of his
duties  hereunder  upon  presentation  of expense  statements  and/or such other
supporting information as the Company may reasonably require of the Executive.


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      Vacations.  The  Executive  shall be  entitled  to four (4)  weeks of paid
vacation  during  each full  calendar  year of the Term (and a pro rata  portion
thereof  for any  portion of the Term that is less than a full  calendar  year).
Unused vacation for one year may be carried over to the next successive year.

      Termination.   The   employment   hereunder  of  the  Executive  may  be
terminated  by the  Company  prior to the  expiration  of the Term only in the
manner described in this Section 8.

(a) Termination by the Company for Good Cause.  The Company shall have the right
to immediately terminate the employment of the Executive for Good Cause (as such
term is defined  herein)  by  written  notice to the  Executive  specifying  the
particulars of the circumstances forming the basis for such Good Cause.

(b)  Termination  Upon Death.  The employment of the Executive  hereunder  shall
terminate automatically upon his death.

(c) Voluntary  Resignation by the Executive.  The Executive shall have the right
to voluntarily  resign his  employment  hereunder for other than Good Reason (as
such term is defined  herein) by written  notice to the Company.  In such event,
for a period of six months following such resignation,  the Executive shall not,
in the geographic  area in which the Company  conducts its business  (i.e.,  New
York City), directly or indirectly, as a partner, officer,  employee,  director,
stockholder,  proprietor, other equity owner, consultant,  representative, agent
or otherwise,  own or operate any business or Person,  or otherwise become or be
interested in, or associate with or render assistance to, any Person (other than
the  Company),  engaged in a business  which is otherwise in direct  competition
with the business of the Company. The foregoing shall not, however, prohibit the
Executive from making passive investments.

(d)  Termination by the Company  Without Good Cause.  The Company shall have the
right to terminate the Executive's  employment hereunder without Good Cause upon
ninety (90) days prior written notice to the Executive.

(e) Termination Upon Disability. If the Executive becomes physically or mentally
disabled  (a  "Disability")  during the Term so that he is unable to perform the
services  required  of him  pursuant  to this  Agreement  for a period  of three
successive  months,  or an aggregate of four months in any  twelve-month  period
(the  "Disability  Period"),  the  Company  may, at its  option,  terminate  the
Executive's  employment  hereunder  by  giving  written  notice  thereof  to the
Executive. During the Disability Period, the Executive shall continue to receive
his full compensation and other benefits provided herein.

(f)  Resignation by the Executive for Good Reason.  The Executive shall have the
right to  terminate  his  employment  for Good  Reason by written  notice to the
Company  specifying the particulars of the  circumstances  forming the basis for
such Good Reason.


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(g)  Termination  Date.  The  "Termination  Date" is the  date as of  which  the
Executive's  employment with the Company  terminates.  Any notice of termination
given pursuant to the provisions of this Agreement shall specify the Termination
Date

(h) Certain  Definitions.  For purposes of this  Agreement,  the following terms
shall have the following meanings:

(i)  "Person"  means  any  individual,  corporation,  partnership,  association,
joint-stock company, trust, unincorporated organization,  joint venture, entity,
court or government (or political subdivision or agency thereof).

(ii) "Change of Control"  with respect to the Company,  means the  occurrence of
any of the following: (A) the acquisition directly or indirectly (in one or more
related  transactions) by any Person (other than the Executive,  Cakewalk LLC or
Dylan LLC), or two or more Persons  (other than the  Executive,  Cakewalk LLC or
Dylan LLC) acting as a group,  of beneficial  ownership (as that term is defined
in Rule l3d-3 under the Securities Exchange Act of 1934) of more than 20% of the
outstanding  capital  stock of the Company  entitled to vote for the election of
directors ("Voting  Shares");  provided,  however,  that the consummation of the
transactions  contemplated in that certain Contribution  Agreement,  dated as of
October 29, 1999,  between  Cakewalk LLC and the Company shall not  constitute a
Change  of  Control  for  purposes  of  this   Agreement;   (B)  the  merger  or
consolidation of the Company with one or more other  corporations as a result of
which the holders of the  outstanding  Voting Shares of the Company  immediately
before the merger hold less than 80% of the Voting  Shares of the  surviving  or
resulting corporation; (C) the sale of all or substantially all of the assets of
the  Company;  (D)  the  Company  or any of its  shareholders  enters  into  any
agreement  providing for any of the foregoing and the  transaction  contemplated
thereby is ultimately consummated; or (E) individuals who as of the date of this
Agreement  constitute the Board of Directors of the Company cease for any reason
to  constitute  at  least  a  majority  thereof,  unless  the  election,  or the
nomination for election by the Company's stockholders,  of each new director was
approved by a vote of a majority of the directors  then still in office who were
directors as of the date of this Agreement.

(iii) "Good Cause" shall exist if, and only if, the  Executive  (A) willfully or
repeatedly fails in any material respect to perform his obligations hereunder as
provided  herein,  provided  that such Good  Cause  shall not exist  unless  the
Company shall first have provided the Executive with written  notice  specifying
in reasonable  detail the factors  constituting  such material  failure and such
material failure shall not have been cured by the Executive within 30 days after
such notice or such longer  period as may  reasonably be necessary to accomplish
the cure; or (B) has been convicted of a crime which  constitutes a felony under
applicable law or has entered a plea of guilty or nolo  contendere  with respect
thereto.

(iv) "Good Reason" means the occurrence of any of the following events:

(A) the assignment to the Executive of any duties  inconsistent  in any material
respect with the Executive's then position  (including status,  offices,  titles
and reporting  relationships),  authority,  duties or  responsibilities,  or any
other action or actions by the Company  which when taken as a whole results in a
significant  diminution  in  the  Executive's  position,  authority,  duties  or
responsibilities,  excluding  for this  purpose  any  isolated,  immaterial  and
inadvertent  action not taken in bad faith and which is  remedied by the Company
promptly after receipt of notice thereof given by the Executive;


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(B) a  material  breach  by the  Company  of  one or  more  provisions  of  this
Agreement,  provided  that such Good Reason shall not exist unless the Executive
shall  first have  provided  the  Company  with  written  notice  specifying  in
reasonable  detail  the  factors  constituting  such  material  breach  and such
material breach shall not have been cured by the Company within thirty (30) days
after such  notice or such  longer  period as may  reasonably  be  necessary  to
accomplish the cure;

(C) the Company  requiring the Executive to be based at any location  other than
within New York, New York,  except for  requirements of temporary  travel on the
Company's  business to an extent  substantially  consistent with the Executive's
business  travel  obligations  existing  immediately  prior  to the date of this
Agreement;

(D) any  purported  termination  by the  Company of the  Executive's  employment
otherwise than as expressly permitted by this Agreement; and

(E) a Change of Control  of the  Company,  provided  that the  Termination  Date
occurs no later than one year following such Change of Control.

9.  Obligations  of Company on  Termination.  Notwithstanding  anything  in this
Agreement to the contrary,  the Company's  obligations  upon  termination of the
Executive's  employment  shall  be as  described  in  this  Section  9,  and the
Executive  shall not be entitled to any payment or benefit  unless  specifically
set forth herein.

(a) Obligations of the Company in Case of Termination  for Death,  Disability or
for Good Cause.  Upon  termination  of the  Executive's  employment  upon death,
disability or for Good Cause,  the Company shall have no payment  obligations to
the Executive, except for the payment, within sixty (60) days of the Termination
Date (or such shorter  period as may be  prescribed  by law), of any accrued and
unpaid Base Salary and the reimbursement of any unreimbursed expenses,  less any
obligations  outstanding of the Executive. In the case of death, the Executive's
estate  shall have one year from the date of death  within which to exercise any
or all  vested  Options.  In the  case  of  disability,  the  Executive  (or his
representatives) shall have a period of ninety days after the event within which
to exercise any or all vested Options.

(b) Obligations of the Company in the Case of Termination  Without Good Cause or
Resignation  by the Executive for Good Reason or Upon a Change of Control.  Upon
termination of Executive's  employment by the Company without Good Cause or as a
result of Executive's  resignation  for Good Reason or upon a Change of Control,
the Company shall provide the Executive with the following:

(i) The greater of (A) the Base Salary  otherwise  payable to the  Executive for
the  remaining  duration  of  the  current  Term,  or (B)  two  times  (2x)  the
Executive's Base Salary and last year's bonus, if any;

(ii) All  Options  granted  but not yet  vested  at the time of the  Executive's
termination  under  this  subparagraph  9(b)  shall be  immediately  vested  and
exercisable;


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(iii) The Company  shall,  at its sole expense,  provide the Executive  (and his
dependents) with coverage under (and in accordance with the terms and conditions
of) the Company's  medical and health insurance plans, as in effect from time to
time,  for the otherwise  remaining  duration of the Term;  provided that to the
extent such coverage may be unavailable  under such medical and health insurance
plans due to  restrictions  imposed  by the  insurer(s)  under such  plans,  the
Company shall take such action as may be required to provide equivalent benefits
from other sources;

(iv) The Company shall  continue,  for the otherwise  remaining  duration of the
Term, to reimburse the Executive for the cost of any term life  insurance on his
life, to the extent  provided in Section 6(c) of this  Agreement,  as though his
employment hereunder had not terminated; and

(v) The Company  shall  provide to the  Executive,  during the twelve (12) month
period commencing on the Termination Date, at the Company's  expense,  executive
outplacement  services  (commensurate with such services customarily utilized by
similarly situated persons of the Executive's title or position).



      10.  Excise  Taxes.  In the event that any payments  made and/or  benefits
provided to the Executive under this Agreement  (including,  without limitation,
the  Options)  (hereinafter  called the  "Payments")  are  subject to any excise
taxes,  including,  without limitation,  excise taxes imposed by Section 4999 of
the Internal Revenue Code of 1986, as amended (the "Code") (the "Excise Taxes"),
the Company shall pay the Executive such additional cash payment(s) (hereinafter
collectively  called the "Gross Up  Payment")  such that the net amount that the
Executive would retain after deduction and/or payment of any Excise Taxes on the
Payments,  and any interest and/or  penalties  assessed by the Internal  Revenue
Service  with  respect to the Excise  Taxes,  and taking  into  account  the tax
consequences  of all  additional  cash payments made by the Company  pursuant to
this  Section  10,  shall be  equal to the  aggregate  value  of  Payments.  The
determination  of whether such Excise  Taxes are payable and the amount  thereof
shall be based  upon the  opinion  of  counsel  selected  by the  Executive  and
acceptable to the Company. Any such additional cash payment by the Company shall
be paid by the  Company to the  Executive  in one lump sum cash  payment  within
thirty (30) days following the date such opinion of counsel is rendered. If such
opinion is not  accepted by the Internal  Revenue  Service,  then the  Executive
shall  determine and notify the Company of the  appropriate  adjustments  in the
Gross Up  Payment  (taking  into  account  any and all Excise  Taxes,  interest,
penalties and the tax  consequences  of all additional cash payments made by the
Company pursuant to this Section 10) and the Company shall pay the Executive the
difference  between  the final  amount of the Gross Up  Payment  and the  amount
previously  paid,  if any,  to the  Executive  by the  Company  pursuant to this
Section 10 (hereinafter  called the "Adjustment  Payment").  Any such Adjustment
Payment  shall  be paid by the  Company  to the  Executive  in one lump sum cash
payment within ten (10) days following such notification.

      11.  Severability.  Should any  provision of this  Agreement be held, by a
court of competent jurisdiction, to be invalid or unenforceable, such invalidity


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or   unenforceability   shall  not  render  the  entire  Agreement   invalid  or
unenforceable,  and this  Agreement  and each other  provision  hereof  shall be
enforceable and valid to the fullest extent permitted by law.

12.         Successors and Assigns.

(a) This  Agreement  and all rights  under this  Agreement  are  personal to the
Executive and shall not be  assignable;  provided,  however,  that any rights to
compensation  upon Death or Disability  hereunder  shall inure to the benefit of
the  Executive's  heirs,  personal  representatives,  designees  or other  legal
representatives, as the case may be.

(b) This Agreement shall inure to the benefit of and be binding upon the Company
and its  successors  and assigns.  Any Person  succeeding to the business of the
Company by merger,  purchase,  consolidation or otherwise may assume by contract
or operation of law the obligations of the Company under this Agreement.

13.  Governing  Law. This  Agreement  shall be construed in accordance  with and
governed by the laws of the State of New York,  without  regard to the conflicts
of laws thereof.

14.  Notices.  All  notices,  requests  and  demands  given to or made  upon the
respective  parties  hereto  shall be deemed to have  been  given or made  three
business  days after the date of mailing when mailed by  registered or certified
mail,  postage  prepaid,  or on the date of delivery if delivered by hand, or on
the date of delivery by Federal  Express or other reputable  overnight  delivery
service,  addressed to the parties at their addresses set forth below or to such
other  addresses  furnished by notice given in accordance  with this Section 14:
(a) if to the Company, to CDBeat.com,  Inc., 29 W. 57 St., 9th Floor, and (b) if
to the Executive,  to Robert Miller,  525 E. 80 St. #8B, New York,  N.Y.  10021,
with a copy to Baer Marks & Upham LLP,  805 Third  Avenue,  New York,  NY 10022,
Attn: Ivan W. Dreyer, Esq.

15.  Withholding.  All  payments  required  to be  made  by the  Company  to the
Executive  under this Agreement  shall be subject to withholding  taxes,  social
security and other payroll  deductions in accordance with applicable law and the
Company's policies applicable to employees of the Company.

16. Complete  Understanding.  Except as expressly provided below, this Agreement
supersedes  any prior  contracts,  understandings,  discussions  and  agreements
relating to employment  between the Executive and the Company,  and  constitutes
the  complete  understanding  between  the parties  with  respect to the subject
matter hereof. No statement, representation,  warranty or covenant has been made
by either party with respect to the subject  matter  hereof  except as expressly
set forth herein.

17.   Modification; Waiver.

(a) This  Agreement may be amended or waived if, and only if, such  amendment or
waiver is in writing and signed, in the case of an amendment, by the Company and
the  Executive or in the case of a waiver,  by the party against whom the waiver
is to be  effective.  Any such  waiver  shall be  effective  only to the  extent
specifically set forth in such writing.


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(b) No failure or delay by any party in exercising any right, power or privilege
hereunder  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise  thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.

18.  Headings.  The headings in this Agreement are for  convenience of reference
only and shall not  control  or  affect  the  meaning  or  construction  of this
Agreement.

19.  Counterparts.  This Agreement may be signed in any number of  counterparts,
each of which shall be an  original,  with the same effect as if the  signatures
thereto and hereto were upon the same  instrument.  This Agreement  shall become
effective when each party hereto shall have received  counterparts hereof signed
by the other party hereto.

      IN WITNESS  WHEREOF,  the  Company has caused  this  Agreement  to be duly
executed in its corporate  name by one of its officers duly  authorized to enter
into and execute this Agreement,  and the Executive has manually signed his name
hereto, all as of the day and year first above written.

                                CDBEAT.COM, INC.


                                    By:_______________________________
                                          Name:
                                          Title:





                                    -----------------------------------
                                                Robert Miller


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                                  Exhibit A

                                CDBeat.com, Inc.

                     NONQUALIFIED STOCK OPTION AGREEMENT


            STOCK OPTION AGREEMENT (the  "Agreement"),  dated as of November 16,
1999, between CDBeat.com,  Inc., a Delaware corporation (the "Company"),  having
an address at 29 W. 57th Street,  9th Floor, New York, New York 10019 and Robert
Miller having an address at 525 East 80th Street,  Apartment  #8B, New York, New
York 10021, the ("Grantee").

            In accordance with Section 5(a) of the Employment  Agreement,  dated
as of November  __,  1999,  by and  between  the  Company  and the Grantee  (the
"Employment Agreement"), the Company hereby grants to the Grantee a nonqualified
stock  option (the  "Option")  to purchase  all or any part of an  aggregate  of
1,955,750 shares of the Company's common shares,  $.001 par value per share (the
"Shares").  This Option is a nonqualified stock option and is not intended to be
an  incentive  stock option  under  Section 422 of the Internal  Revenue Code of
1986, as amended (the "Code").

            To evidence  the Option and to set forth its terms,  the Company and
the Grantee agree as follows:

1. Confirmation of Grant. The Company hereby evidences and confirms its grant of
the Option to the Grantee on the date of this Agreement (the "Date of Grant").

2.    Number of Shares.  This Option  shall be for an  aggregate  of 1,955,750
Shares.

3.  Exercise  Price.  The per  share  exercise  price  shall  be  determined  in
accordance with the following schedule (the "Exercise Price").

    Number of Shares            Exercise Price               Total
         977,875                     1.30                 $1,271,238
         488,938                     1.50                  $733,407
         488,937                     1.75                  $855,640
        1,955,750                                         $2,860,285


4. Medium and Time of Payment. The Option shall be exercised by a written notice
signed by the Grantee which  identifies  this Agreement and states the number of
Shares then being purchased (the "Exercise Notice"),  delivered to the attention
of the Company's  Secretary at the Company's  principal  office in New York. The
exercise  date shall be the date such notice is received  by the  Company.  Such
notice shall be accompanied by (i) cash payment or certified  check equal to the
Exercise  Price; or (ii) a certificate  representing  Company stock owned by the



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Grantee,  if not subject to any restrictions,  with a Fair Market Value equal to
the Exercise Price; or (iii)  instructions  for the Company to withhold from the
purchased shares an amount with a Fair Market Value equal to the Exercise Price.
"Fair Market  Value" of a share of common stock of the Company as of a specified
date  shall  mean  the  closing  price  of a share  of the  common  stock on the
principal  securities  exchange  (including  but not limited to the Nasdaq Stock
Market or the Nasdaq National Market) on which such shares are traded on the day
immediately  preceding  the  date  as  of  which  Fair  Market  Value  is  being
determined,  or on the next preceding date on which such shares are traded if no
shares were traded on such  immediately  preceding day, or if the shares are not
traded on a  securities  exchange,  Fair Market  Value shall be deemed to be the
average   of  the  high  bid  and  low  asked   prices  of  the  shares  in  the
over-the-counter  market on the day  immediately  preceding the date as of which
Fair Market Value is being  determined  or on the next  preceding  date on which
such high bid and low asked prices were recorded. If the shares are not publicly
traded, Fair Market Value of a share of common stock shall be determined in good
faith by the Board of Directors  (the "Board") of the Company.  In no case shall
Fair  Market  Value  be  determined  with  regard  to  restrictions  other  than
restrictions  which,  by their terms,  will never lapse.  Upon acceptance of the
Exercise  Notice and receipt of payment in full,  the Company  shall cause to be
issued a certificate representing the shares of common stock so purchased.

5. Term and  Exercise of the  Option.  The Options  shall be  exercisable  for a
period  constituting  the greater of the Term of the  Employment  Agreement  (as
provided for in Section 2 of the  Employment  Agreement)  or five years from the
date of this Agreement (the "Expiration  Date") and may be exercised in whole or
in increments in accordance with the following schedule:

            On or After             This Option Shall Be Exercisable as to:
(i)     Date of Grant               One-third of the Shares
(ii)    [       ], 2000             One-third of the Shares
(iii)   [       ], 2001             The balance of the Shares

            For the purposes hereof, Options shall be deemed to vest in order of
ascending Exercise Price.

6. Nontransferability. The Option may be transferred only by will or the laws of
descent and  distribution,  and the Option may be exercised during the Grantee's
lifetime only by the Grantee (or by the Grantee's legal representative under the
circumstances described in Section 7 hereof).

7. Rights in the Event of the Grantee's Disability.  If the Grantee's employment
with the Company and any parent or subsidiary corporation (within the meaning of
Section  424(e)  and (f) of the Code (each an  "Affiliate"))  is  terminated  on
account of disability, the Grantee or the Grantee's legal representative (or the
Grantee's  estate if the  Grantee  dies after  termination  of  employment)  may
exercise  the Option,  to the extent  exercisable  on the date of the  Grantee's
termination of employment,  at any time within ninety days after  termination of


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employment but in no event after the  expiration of the term of the Option.  The
Grantee's  "estate" means the Grantee's legal  representative  or any person who
acquires the right to exercise the Option by reason of the Grantee's death.

8. Rights in the Event of the  Grantee's  Death.  If the  Grantee  dies while an
employee  of the  Company or any  Affiliate  but while he still has the right to
exercise  this  Option,  his  estate  may  exercise  the  Option,  to the extent
exercisable at the date of the Grantee's  death,  any time within one year after
the  Grantee's  death,  but in no event after the  expiration of the term of the
Option.

9. Rights in the Event of  Termination of  Employment.  If Grantee's  employment
with the Company or any Affiliate is terminated  involuntarily  for "Good Cause"
(as such term is defined in the Employment Agreement) the Grantee's Option shall
expire as of the date of termination of employment.  If the Grantee's employment
is  terminated  pursuant to the  provisions  of Section  9(b) of the  Employment
Agreement,  then all of the Grantee's  Options shall be  immediately  vested and
exercisable and shall remain  exercisable until the later of the Expiration Date
or one  year  from the  date of  termination  of  employment.  If the  Grantee's
employment  is  terminated  for any reason other than death,  disability,  or as
described  in the  preceding  sentences  of this  Section,  the  Grantee (or the
Grantee's  estate,  if the Grantee dies after the  termination) may exercise the
Option,  to the extent  exercisable  before the termination,  within ninety days
after the  termination,  but in no event after the expiration of the term of the
Option.

10.   Extension  If  Grantee   Subject  to  Section   16(b)  of  the  1934  Act.
Notwithstanding  the  foregoing  paragraphs  7, 8 and 9, if the  exercise of the
Option  within the  applicable  time  periods set forth above would  subject the
Optionee to suit under Section 16(b) of the  Securities Act of 1934, as amended,
the Option shall  remain  exercisable  to the extent  permitted by law until the
earliest  to occur of (i) the 10th day  following  the date on which the Grantee
would no longer be subject to such suit;  (ii) the 190th day after the Grantee's
termination of employment; provided such termination was not for cause; or (iii)
the  Expiration  Date;  provided that no additional  vesting of the Option shall
occur during such periods.  The Grantee agrees to consult with the Grantee's own
tax  advisors  as to the tax  consequences  to the  Grantee of any such  delayed
exercise.

11.   Representations and Warranties of Grantee.

(a)  Grantee  represents  and  warrants  that this  Option is being  acquired by
Grantee for Grantee's  personal account,  for investment  purposes only, and not
with a view to the distribution, resale or other disposition thereof.

(b) Grantee  acknowledges that the Company may issue Shares upon the exercise of
the Option without  registering such Shares under the Securities Act of 1933, as
amended  (the  "1933  Act"),  on the  basis  of  certain  exemptions  from  such
registration requirement.  Accordingly,  Grantee agrees that his or her exercise
of the Option  may be  expressly  conditioned  upon his or her  delivery  to the
Company  of  an  investment   certificate  including  such  representations  and



                                       66


undertakings  as the  Company  may  reasonably  require  in order to assure  the
availability  of such  exemptions,  including a  representation  that Grantee is
acquiring the Shares for investment and not with a present  intention of selling
or otherwise disposing thereof and an agreement by Grantee that the certificates
evidencing the Shares may bear a legend indicating such  non-registration  under
the 1933 Act and the resulting  restrictions on transfer.  Grantee  acknowledges
that,  because Shares  received upon exercise of an Option may be  unregistered,
Grantee  may be  required  to hold  the  Shares  indefinitely  unless  they  are
subsequently  registered for resale under the 1933 Act or an exemption from such
registration is available.

(c) Grantee hereby acknowledges that, in addition to certain restrictive legends
that the  securities  laws of the state in which  Optionee  resides may require,
each  certificate  representing  the Shares may be endorsed  with the  following
legend:


            THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933; THEY HAVE BEEN ACQUIRED
            BY THE HOLDER FOR INVESTMENT  AND MAY NOT BE PLEDGED,  HYPOTHECATED,
            SOLD OR  TRANSFERRED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
            STATEMENT UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAW
            OF RECEIPT BY THE  ISSUER OF AN OPINION OF COUNSEL  SATISFACTORY  TO
            THE ISSUER THAT REGISTRATION  UNDER THE ACT AND APPLICABLE STATE LAW
            IS NOT REQUIRED.

12. Adjustment in the Shares. If the Shares, as presently constituted,  shall be
changed  into or  exchanged  for a  different  number or kind of shares or other
securities  of the  Company  or of  another  corporation  (whether  by reason of
merger, consolidation, recapitalization, reclassification, split, reverse split,
combination  of  shares,  or  otherwise)  or if the  number of  Shares  shall be
increased  through the payment of a share  dividend,  the Grantee  shall receive
upon  exercise  of the Option the number and kind of shares or other  securities
into which each  outstanding  Share shall be so changed,  or for which each such
Share shall be exchanged,  or to which each such Share shall be entitled, as the
case  may be.  The  exercise  price  and  other  terms  of the  Option  shall be
appropriately  amended to reflect the  foregoing  events.  If there shall be any
other change in the number or kind of the outstanding  Shares,  or of any shares
or other securities into which the Shares shall have been changed,  or for which
the Shares shall have been exchanged,  then, if the Board of Directors shall, in
its sole discretion, determine that such change equitably requires an adjustment
in  the  Option,   such  adjustment  shall  be  made  in  accordance  with  that
determination.  Notice of any  adjustment  shall be given by the  Company to the
Grantee.

13.  Stop-Transfer  Notices.  Grantee  understands  and agrees that, in order to
ensure  compliance  with the  restrictions  referred to herein,  the Company may
issue  appropriate  "stop-transfer"  instructions to its transfer agent, if any,
and that, if the Company  transfers its own securities,  it may make appropriate
notations to the same effect in its own records.



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14. No Limitation  on Rights of the Company.  The grant of this Option shall not
in any way  affect  the  right  or  power of the  Company  to make  adjustments,
reclassifications,  or changes in its capital or business structure or to merge,
consolidate,  dissolve,  liquidate,  sell,  or  transfer  all or any part of its
business or assets.

15. Rights as a Shareholder.  The Grantee shall have the rights of a shareholder
with respect to the Shares  covered by the Option only upon  becoming the holder
of record of those Shares.

16.  Compliance  with  Applicable  Law.  Notwithstanding  anything herein to the
contrary,  the Company shall not be obligated to cause to be issued or delivered
any certificates  for Shares pursuant to the exercise of the Option,  unless and
until the Company is advised by its counsel  that the  issuance  and delivery of
such  certificates  is in compliance  with all applicable  laws,  regulations of
governmental  authority,  and the requirements of any exchange upon which Shares
are  traded.  The  Company  shall in no  event  be  obligated  to  register  any
securities  pursuant to the 1933 Act (as now in effect or as hereafter  amended)
or to take any other  action in order to cause the issuance and delivery of such
certificates to comply with any such law,  regulation or requirement.  The Board
may require,  as a condition  of the issuance and delivery of such  certificates
and in order to ensure compliance with such laws, regulations, and requirements,
that the Grantee make such covenants,  agreements,  and  representations  as the
Board, in its sole discretion, considers necessary or desirable.

17. No Obligation to Exercise Option. The granting of the Option shall impose no
obligation upon the Grantee to exercise the Option.

18. Agreement Not a Contract of Employment.  This Agreement is not a contract of
employment,  and the terms of employment of the Grantee or the  relationship  of
the Grantee with the Company or any  Affiliate  shall not be affected in any way
by this Agreement except as specifically  provided herein. The execution of this
Agreement shall not be construed as conferring any legal rights upon the Grantee
for a  continuation  of  employment  or  relationship  with the  Company  or any
Affiliate,  nor  shall  it  interfere  with  the  right  of the  Company  or any
subsidiary  thereof to discharge the Grantee and to treat him without  regard to
the  effect  which  that  treatment  might  have  upon  him  as a  Grantee.

19.Withholding.  The Company shall have the right to deduct and  withhold  from
payments or  distributions of any kind otherwise due to the Grantee any federal,
state or local taxes of any kind  required by law to be so deducted and withheld
with respect to any shares  issued upon  exercise of the Option.  Subject to the
prior approval of the Company,  which may be withheld by the Company in its sole
discretion,  the Grantee may elect to satisfy such  obligations,  in whole or in
part by (i) causing the Company to withhold Shares otherwise  issuable  pursuant
to the exercise of the Option,  (ii)  delivering to the Company shares of common



                                       68


stock already owned by the Grantee, or (iii) delivering to the Company cash or a
check to the order of the Company in an amount  equal to the amount  required to
be so deducted and withheld. The shares delivered in accordance with method (ii)
above or withheld in  accordance  with method (i) above shall have a Fair Market
Value equal to such withholding obligation as of the date that the amount of tax
to be withheld is to be determined. The Grantee who has made (with the Company's
approval) an election pursuant to method (i) or (ii) of this Section 19 may only
satisfy his or her withholding  obligation with shares of common stock which are
not subject to any repurchase,  forfeiture, unfulfilled vesting or other similar
requirements.

20. Notices.  Any notice or other communication  required or permitted hereunder
shall be in writing  and shall be  delivered  personally  or sent by  certified,
registered,  or express mail,  postage prepaid.  Any such notice shall be deemed
given when so delivered  personally  or, if mailed,  four days after the date of
deposit in the United States mails, to each party at its address set forth above
or to such other  address as may be  designated  in a notice given in accordance
with this Section.

21. Governing Law. Except to the extent preempted by Federal law, this Agreement
shall be construed  and enforced in accordance  with,  and governed by, New York
law.

22. Entire  Agreement.  This Agreement  contains all of the  understandings  and
agreements  between the Company and its Affiliates,  and the Grantee  concerning
this Option and supersedes all earlier negotiations and understandings,  written
or oral, between the parties with respect thereto.  The Company,  its Affiliates
and the Grantee have made no promises, agreements,  conditions or understandings
either orally or in writing, that are not included in the Agreement.

23.  Headings.  The  headings of Sections  and  subsections  herein are included
solely for  convenience  of reference and shall not affect the meaning of any of
the provisions of the Agreement.

24.   Amendments.  The  Agreement may be amended or modified at any time by an
instrument in writing signed by the parties hereto.



                                       69






            IN WITNESS  WHEREOF,  the Company and the Grantee have duly executed
this Agreement as of the date first written above.


                                        CDBeat.com, Inc.
 COMMUNICATIONS, INC.



- --------------------------
By:___________________________
Witness                                        Joel Arberman



- --------------------------              ------------------------------
Witness                                      Robert Miller,Grantee




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