EX-99.B3
                 Voting Agreement


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                                VOTING agreement

      VOTING  AGREEMENT,  ("Agreement")  dated as of  November  16,  1999 by and
between ROBERT MILLER ("Miller") and DYLAN LLC ("Dylan").


                               w i t n e s s e t h

      WHEREAS,   Cakewalk  LLC   ("Cakewalk")  has  entered  into  that  certain
Contribution  Agreement,  dated  as  of  October  29,  1999  (the  "Contribution
Agreement") with  CDBeat.com,  Inc.  ("CDBeat"),  pursuant to which Cakewalk has
agreed to  contribute  and assign to CDBeat  substantially  all of the assets of
Cakewalk in exchange for 90% shares of the common stock of CDBeat; and

      WHEREAS,  upon  the  closing  of  the  transactions  contemplated  by  the
Contribution Agreement (the "Closing"),  Miller shall be elected to the Board of
Directors of CDBeat;

      WHEREAS, Dylan has entered into that certain Amendment Agreement, dated as
of November __, 1999, among and Atlantis  Equities,  Inc., an affiliate of Dylan
("Atlantis"), Cakewalk and CDBeat, pursuant to which that certain Stock Purchase
Warrant,  dated as of  September  23,  1999  owned by  Atlantis  (the  "Atlantis
Warrant")  will be  amended  and split into two  warrants,  one of which will be
assigned to Dylan and will require Dylan to pay to CDBeat $900,000 for 7,037,183
shares of CDBeat  Stock  issuable  upon  exercise  of such  warrant  (the "Dylan
Stock"),  and the other of which will be retained by Atlantis  and will  require
Atlantis to pay to CDBeat  $100,000 to acquire  781,909  shares of CDBeat  Stock
(the  "Atlantis   Stock")  and  762,064  options  from  CDBeat  which  shall  be
exercisable at $2.50 each until December 31, 2000 (the "Options");

      NOW,  THEREFORE,  in  consideration  of the  foregoing,  and of the mutual
promises and covenants contained herein, it is hereby agreed as follows:

1. Board  Representation.  If, following the Closing,  the Board of Directors of
CDBeat (the "CDBeat  Board") is expanded to seven (7) members,  Dylan shall have
the right to designate two (2)  representatives  to the CDBeat Board (the "Dylan
Designees"),  and must  consent to any  expansion  of the CDBeat  Board.  Miller
agrees to vote all shares  beneficially owned by him in favor of the election of
the Dylan  Designees  to the CDBeat  Board , and Dylan agrees to vote all shares
owned by it in favor of the  election  of Miller or his  designee  to the CDBeat
Board.  The Dylan Designees  shall be entitled to receive the same  compensation
(stock options, fees, etc.) as are received by other non-management CDBeat Board
members.

2. Director and Officer Insurance. The parties agree to cause CDBeat promptly to
obtain Director and Officer  insurance with a minimum of $3 million of coverage,
and use its best efforts to obtain $5 million of such coverage.

3. Governing  Law. This Agreement  shall be governed and construed in accordance
with the laws of the State of New York  applicable to agreements  made and to be
performed entirely within such state.



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4.  Counterparts.  The Agreement may be executed in any number of  counterparts,
each of which  shall be deemed to be an  original  as  against  any party  whose
signature  appears thereon,  and all of which shall together  constitute one and
the same instrument.

      IN WITNESS WHEREOF, the parties hereto have executed this Voting Agreement
on the date set forth above.




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



                                    DYLAN LLC


                                    By:___________________________
                                                Name:  Nancy Ellin
                                                Title:    President








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