CDBEAT COM INC
8-K, 1999-12-01
RECORD & PRERECORDED TAPE STORES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                     Date of Report (Date of earliest event reported):
                                     November 16, 1999


                                CDBEAT.COM, INC.

            ----------------------------------------------------------
                   (Exact name of Registrant as specified in its charter)


                                    Delaware
            ----------------------------------------------------------
                       (State or other jurisdiction of incorporation)


        333-70663
 (Commission File Number)                               06-1529524
                                           (I.R.S. Employer Identification No.)

              29     West 57th  Street,  9th  Floor,  New York,  New York  10019
                     (Address of principal executive offices)
(Zip Code)


            Registrant's telephone number, including area code: (212)
                                     583-0300


                                       1
<PAGE>


Item 1.  Changes in Control of Registrant.

            In connection with a Contribution  Agreement dated as of October 29,
1999 between Cakewalk LLC ("Cakewalk") and CDBeat.com, Inc. (the "Company") (the
"Original  Agreement"),  as  amended  by an  Amendment  Agreement,  dated  as of
November 16, 1999, among the Company,  Cakewalk,  32 Records LLC, a wholly owned
subsidiary of the Company ("32 Records"),  Atlantis Equities,  Inc. ("Atlantis")
and Dylan LLC ("Dylan"),  an affiliate of Atlantis (the  "Amendment  Agreement,"
and  together  with  the  Original  Agreement,  the  "Contribution  Agreement"),
Cakewalk  contributed and assigned to 32 Records,  and 32 Records  acquired from
Cakewalk,  substantially  all of the  assets  and  liabilities  relating  to the
business of Cakewalk in exchange for 8,307,785 shares of the Common Stock of the
Company,  which  number of shares  equal  approximately  46% of the  issued  and
outstanding Common Stock of the Company (after giving effect to the transactions
consummated pursuant to the Contribution  Agreement).  Following the issuance of
the shares of the Common Stock of the Company to Cakewalk,  Cakewalk  intends to
distribute  the  Common  Stock to its  members in  accordance  with the terms of
Cakewalk's Operating Agreement.


       In  addition  to  the  transactions  described  above,  pursuant  to  the
Contribution Agreement, a certain Stock Purchase Warrant held by Atlantis, dated
as of September 23, 1999 (the  "Atlantis  Warrant"),  was amended  pursuant to a
certain  Warrant  Amendment  Agreement,  dated as of November 16,  1999,  by and
between the Company,  Atlantis and Dylan (the  "Warrant  Amendment  Agreement").
Pursuant to the Warrant Amendment Agreement, the Atlantis Warrant was split into
two warrants, one of which was assigned to Dylan (the "Dylan Warrant"),  and the
other of which was  retained  by  Atlantis  (the  "Revised  Atlantis  Warrant").
Concurrently  with the  Closing  under  the  Contribution  Agreement,  (i) Dylan
exercised the Dylan Warrant and paid the Company  $900,000 for 7,037,183  shares
of Company Stock issuable upon exercise of such warrant (the "Dylan Stock"), and
(ii)  Atlantis  exercised  the  Revised  Atlantis  Warrant  and paid the Company
$100,000  for 781,909  shares of Company  Stock  issuable  upon  exercise of the
Revised  Atlantis  Warrant (the "Atlantis  Stock") and 762,064  options from the
Company which shall be  exercisable  at $2.50 each until  December 31, 2000 (the
"Options"). Together, the Dylan Stock and the Atlantis Stock equal approximately
43% of the issued and  outstanding  Common  Stock of the Company  (after  giving
effect to the transactions  consummated pursuant to the Contribution Agreement).
In light of the  transfer  of  approximately  89% of the issued and  outstanding
Common  Stock of the  Company,  collectively,  to  Cakewalk,  Dylan and Atlantis
pursuant to the transactions consummated pursuant to the Contribution Agreement,
a change in control in the Company has occurred.


      Concurrently  with the  closing  under  the  Contribution  Agreement,  the
Company entered into an Employment  Agreement with Robert Miller  ("Miller") for
an initial  term of three years (the  "Initial  Term").  The Initial  Term shall
automatically  be extended by one additional year at the end of the Initial Term
and each subsequent  anniversary thereafter (each, a "Renewal Date"), unless, at
least one hundred twenty (120) days prior to any such renewal date either Miller
or the Company shall deliver  written notice to the other that the term will not
be further extended.  Pursuant to the Employment Agreement, Miller will serve as
President,  Chief  Executive  Officer  and as a  Director  of the  Company at an
initial  annual salary of $200,000,  subject to such increases or bonuses as the


                                       2
<PAGE>

Board of Directors of the Company shall  authorize.  The Company also granted to
Miller an option (the  "Option")  to purchase all or any part of an aggregate of
1,955,750  shares of the Common  Stock of the  Company  (the  "Option  Shares"),
exercisable  as follows:  (a) up to one-third  (1/3) of the Option  Shares on or
after November 16, 1999; (b) the next one-third (1/3) of the Option Shares on or
after  November 16, 2000;  and (c) the remaining  one-third  (1/3) of the Option
Shares on or after  November  16,  2001.  The first fifty  (50%)  percent of the
Option Shares are  exercisable at $1.30 per share,  the next  twenty-five  (25%)
percent of the Option Shares are  exercisable  at $1.50 per share,  and the last
twenty-five  (25%)  percent of the Option  Shares are  exercisable  at $1.75 per
share.  The  Option  shall  terminate  upon  the  earlier  to  occur  of (i) the
expiration of the term of Miller's  employment  agreement  with the Company,  or
(ii) five years from the original date of grant of the Option.



       In addition,  the Board of Directors of the Company  appointed  Miller to
the Board.  The Board of  Directors  now  consists of Joel  Arberman and Miller.
Pursuant to a Voting Agreement, dated as of November 16, 1999, between Dylan and
Miller,  in the event that the Board of  Directors of the Company is expanded to
seven members,  Dylan shall have the right to designate two  representatives out
of seven to the Board of Directors of the Company. Dylan has also agreed to vote
all  shares  of the  Common  Stock  of the  Company  owned by it in favor of the
election to the Board of  Directors  of the Company of Miller or any designee of
Miller, while Miller has agreed to vote all of the shares of the Common Stock of
the Company  owned by him in favor of the  election to the Board of Directors of
the Company of the Dylan designees.


Item 2.           Acquisition or Disposition of Assets.

      Upon the closing of the transactions under the Contribution Agreement (the
"Closing"),  32 Records : (i) acquired  substantially  all of Cakewalk's  assets
including,  without limitation,  the membership  interests of Cakewalk BRE LLC (
"BRE"), a bankruptcy remote limited liability company that upon Closing became a
wholly-owned  subsidiary of 32 Records,  and (ii) assumed  substantially all the
liabilities  of Cakewalk,  excluding  the  liabilities  of BRE,  which remain as
liabilities of BRE. BRE's liabilities  principally  consist of a secured note in
the  principal   amount  of  $5.5  million  issued  to   Entertainment   Finance
International,  Inc.  ("EFI") pursuant to an Indenture dated as of June 29, 1999
among BRE, EFI and RZO Corporate Administration, Inc. The note bears interest at
10.09% per annum and  requires  monthly  payments of interest for the first year
and monthly payments of interest and principal  thereafter  through the maturity
date on June 15, 2009.  At the time of the issuance of the note,  Cakewalk  also
issued a warrant to EFI  entitling EFI to acquire from Cakewalk up to 15% of the
equity  units of Cakewalk  for nominal  consideration.  In  connection  with the
consummation of the transactions contemplated by the Contribution Agreement, the
Company,  32  Records,  BRE and EFI  have  agreed  to  remove  the  antidilution
provisions  of EFI's  warrant and make certain  other  changes to the  documents
relating to the note.  Such  amendments  have not been  finalized as of the date
hereof.

       The  business of Cakewalk  and that of BRE  consists of the  development,
creation, ownership and exploitation of recorded music, record production, music
publishing,  CD-ROM, music related merchandising and music video production. See
Item 1, above,  for a description of the  consideration  paid by the Company for


                                       3
<PAGE>

the  Cakewalk  assets.   The  terms  of  the  Contribution   Agreement  and  the
consideration  paid pursuant to the  Contribution  Agreement were  determined in
arm's-length  negotiations  between  officers  of the  Company  and  officers of
Cakewalk.  Except as disclosed in Item 1, above, no material relationship exists
between  Cakewalk  and the  Company or any of its  affiliates,  any  director or
officer of the Company, or any associate of such director or officer.


Item 7.     Financial Statements, Pro Forma Financial Information and Exhibits.

(a)  Financial  Statements  of Business  Acquired.  As of the date  hereof,  the
required financial  statements with respect to the Company's  acquisition of the
Cakewalk business are not available and therefore are not provided herewith. The
registrant  will file such financial  statements  under cover of an amendment on
Form 8 to this report as soon as practicable, but in no event later than January
30, 2000.

(b) Pro Forma Financial Information. See item 7(a) above.

(c) Exhibits. The following Exhibits are filed herewith:

Regulation S-K
Exhibit Number

      2     (a)  Contribution  Agreement,  dated as of October 29, 1999  between
            CDBeat.com, Inc. and Cakewalk LLC.

      2     (b) Amendment Agreement,  dated as of November 16, 1999 by and among
            Atlantis Equities,  Inc., Dylan LLC,  CDBeat.com,  Inc. Cakewalk LLC
            and 32 Records LLC.

      10    Employment Agreement, dated as of November 16, 1999 between
            CDBeat.com, Inc.
            and Robert Miller.

      99    Voting Agreement, dated as of November 16, 1999 between Robert
            Miller and Dylan LLC.




                                       4
<PAGE>



                                    SIGNATURE

            Pursuant to the requirements of the Securities Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                CDBEAT.COM, INC.


                              By: /s/ Robert Miller
                                       Robert Miller, President



Dated:      November 30, 1999


                                       5
<PAGE>



562517.3
                                  EXHIBIT INDEX



  Regulation S-K
  Exhibit Number   Description

       2(a)        Contribution Agreement, dated as of October 29, 1999 between
                   CDBeat.com, Inc. and Cakewalk LLC

       2(b)        Amendment  Agreement,  dated as of  November  16, 1999 by and
                   among Atlantis Equities, Inc., Dylan LLC, CDBeat.com, Inc.
                   Cakewalk LLC and 32 Records LLC


        10         Employment Agreement, dated as of November 16, 1999 between
                   CDBeat.com, Inc. and Robert Miller

        99         Voting Agreement, dated as of November 16, 1999 between
                   Robert Miller and Dylan LLC









                                       6
<PAGE>







                       EX-2(a)
                 Contribution Agreement


                                       7
<PAGE>



                             CONTRIBUTION AGREEMENT

      CONTRIBUTION  AGREEMENT,  dated as of October  29,  1999,  by and  between
CDBEAT.COM,  INC.,  a  Delaware  corporation  ("CDBeat"),  and  CAKEWALK  LLC, a
Delaware limited liability company ("Cakewalk").

      WHEREAS,  Cakewalk is the owner of certain  assets  utilized in connection
with the  development,  creation,  ownership and exploitation of recorded music,
record production,  music publishing,  CD-ROM,  music-related  merchandising and
music video production (the "Business");

      WHEREAS,  Cakewalk desires to contribute and assign, and CDBeat desires to
acquire,  substantially  all of  the  assets  and  liabilities  relating  to the
Business in exchange for 90% of the issued and outstanding  voting shares of the
common stock,  par value $.001,  of CDBeat (the "CDBeat Stock") in a transaction
intended to qualify under ss. 351 of the Code, upon and subject to the terms and
conditions hereinafter set forth;

      WHEREAS,  Dylan LLC ("Dylan")  has entered into that certain  subscription
agreement,  dated  the date  hereof,  with  Cakewalk  (the  "Dylan  Subscription
Agreement"),  attached  hereto  as  Exhibit  A,  pursuant  to  which  Dylan  has
subscribed for a membership interest in Cakewalk; and

      WHEREAS, certain terms used herein have the meanings set forth in
Article IX,

      NOW,  THEREFORE,  in  consideration  of the  premises  and  of the  mutual
agreements  and covenants  hereinafter  set forth,  the parties  hereto agree as
follows:

ARTICLE I

                            TRANSFER AND ACQUISITION

Section 1.1 Assets to be Transferred and Acquired.

(a) Subject to Section  1.1(b)  hereof and to the other terms and  conditions of
this  Agreement,  at  the  Closing  (as  hereinafter  defined),   Cakewalk  will
contribute,  assign,  transfer and convey to CDBeat, free and clear of all Liens
(other than Permitted Liens), and CDBeat shall acquire from Cakewalk, all of the
tangible  and  intangible  assets  used,  held for use or useful in the Business
(collectively, the "Assets") including:

(i)   the membership interests of Cakewalk in Cakewalk BRE LLC;

(ii)  all of the capital stock of Cakewalk Productions, Inc. and Cakewalk
Productions II, Inc.;

(iii) all of Cakewalk's rights, title and interest in and to property, plant and
equipment;


                                       8
<PAGE>


(iv) all of Cakewalk's rights in, to and under the Intellectual Property Rights,
whether or not used in the Business,  and all of Cakewalk's  books,  records and
computer programs relating thereto;

(v)   all of Cakewalk's rights in, to and under the goodwill of the Business;

(vi) Cakewalk's rights under all Contracts and all prepaid expenses,  claims and
other  prepayments,  including  security  deposits and other  retentions held by
third parties, with respect to the Contracts as of the Closing Date;

(vii) all of Cakewalk's  rights under all governmental  licenses,  certificates,
permits and approvals (the "Permits"),  if any,  relating to or necessary to the
lawful  conduct of the  Business  as of the  Closing  Date,  to the extent  such
Permits are transferable;

(viii) all warranties, Claims, causes of action, guarantees or similar rights of
Cakewalk pertaining to the Assets;

(ix) cash on hand, cash equivalents, investments (including, without limitation,
stock, debt instruments,  options and other instruments and securities) and bank
deposits of Cakewalk as of the Closing Date including,  without limitation,  the
moneys received by Cakewalk from Dylan under the Dylan Subscription Agreement;

(x) all of the accounts receivable of Cakewalk as of the Closing Date as well as
all reserve amounts with licensors and distributors;

(xi) all of Cakewalk's rights under any insurance policies; and

(xii) all books and records  relating to the  Business  and the Assets  (whether
kept  or  maintained  by  Cakewalk  or  any  third  party)  including,   without
limitation,  copies of lists of customers and suppliers; records with respect to
costs  and  equipment;   business  development  plans;   advertising  materials,
catalogues,  correspondence,  mailing lists,  photographs,  sales  materials and
records;  purchasing  materials and records;  personnel  records with respect to
employees  of the  Business;  media  materials  and plates;  sales order  files;
ledgers and other books of account of Cakewalk; plans, specifications,  surveys,
appraisals,  reports and other materials  relating to the Assets;  other records
required to continue  the  Business as  heretofore  and now being  conducted  by
Cakewalk; and all software programs,  computer printouts,  databases and related
items used in the Business.

(b) The Assets  shall  exclude  all  corporate  records of  Cakewalk  including,
without limitation, the member ledger of Cakewalk and the minute books regarding
meetings of the  members,  managers  and  manager  committees  of Cakewalk  (the
"Excluded Assets").

Section 1.2 Assumed Liabilities.

(a)  At the  Closing,  CDBeat  shall  assume  all  liabilities  and  obligations
(including contingent  liabilities and obligations) of Cakewalk pertaining to or


                                       9
<PAGE>

arising out of the  ownership of the Assets and the  operation of the  Business,
whether  incurred  or  existing  on or  prior  to the  Closing  Date or  arising
thereafter, including, but not limited to:

(i)   All Liabilities of Cakewalk relating to the ownership of the Assets or
operation of the Business;

(ii) All Liabilities in respect of borrowed moneys;

(iii) All accounts payable relating to the Business;

(iv)  Liabilities and obligations under Contracts;

(v)  Liabilities  and  obligations  with  respect to any Claims,  arising out of
ownership of the Assets or the operation of the Business;

(vi) Liabilities and obligations to persons employed by Cakewalk (or any of such
employee's  beneficiaries,  heirs or assignees)  arising out of such  employee's
employment by Cakewalk; and

(vii)  All  liabilities  of  Cakewalk  under the  Dylan  Subscription  Agreement
including the tax indemnity.

      All such duties, responsibilities, obligations or Liabilities described in
this Section 1.2 being referred to herein as "Assumed Liabilities."

(b)  Notwithstanding  the provisions of Section  1.2(a),  except as set forth in
(vii)  CDBeat  shall not  assume,  and  Cakewalk  shall  retain,  any income Tax
Liability of Cakewalk.

Section 1.3  Consideration.  In consideration for the contribution,  assignment,
transfer  and  conveyance  by Cakewalk to CDBeat of the Assets,  at the Closing,
CDBeat  shall  issue  17,592,957  shares,  being such number of shares of CDBeat
Stock as shall equal,  after giving effect to such  issuance,  the conversion of
CDBeat's  outstanding  shares of Preferred Stock and the cancellation of certain
other shares all as  hereinafter  described,  90% of the issued and  outstanding
common stock of CDBeat.

Section 1.4 Closing.  Subject to the terms and conditions of this Agreement, the
sale and purchase of the Assets  contemplated  hereby (the "Closing") shall take
at the offices of Baer Marks & Upham LLP, 805 Third Avenue,  New York,  New York
10022,  at 10:00 a.m.,  local time on  November 5, 1999,  or at such other date,
time or place as the parties may agree (the "Closing Date").


                                       10
<PAGE>


ARTICLE II

                             REPRESENTATIONS AND
                             WARRANTIES OF CAKEWALK

      Cakewalk represents and warrants to CDBeat that:

Section 2.1  Authority  Relative  to this  Agreement.  Cakewalk  has full power,
capacity  and  authority to execute and deliver  this  Agreement  and each other
Transaction  Document to which it is or, at the Closing,  will be a party and to
consummate the transactions  contemplated  hereby and thereby (the "Contemplated
Transactions").   The  execution   and  delivery  of  this   Agreement  and  the
consummation  of the  Contemplated  Transactions to which Cakewalk is or, at the
Closing, will be a party have been duly and validly authorized by Cakewalk,  and
no other proceedings on the part of Cakewalk (or any other person) are necessary
to authorize  the  execution  and delivery by Cakewalk of this  Agreement or the
consummation  of the  Contemplated  Transactions to which Cakewalk is or, at the
Closing, will be a party. This Agreement has been and, at the Closing, the other
Transaction  Documents  to which  Cakewalk  is a party will have been,  duly and
validly  executed and delivered by Cakewalk,  and (assuming the valid  execution
and delivery  thereof by the other  parties  thereto)  constitute or will at the
Closing constitute,  as the case may be, the legal, valid and binding agreements
of Cakewalk  enforceable  against  Cakewalk in accordance with their  respective
terms,  except as such  obligations and their  enforceability  may be limited by
applicable  bankruptcy  and other  similar laws  affecting  the  enforcement  of
creditors'  rights  generally  and except  that the  availability  of  equitable
remedies is subject to the  discretion of the court before which any  proceeding
therefor may be brought (whether at law or in equity).

Section 2.2 No Conflicts;  Consents. The execution,  delivery and performance by
Cakewalk of this Agreement and each other Transaction Document to which it is or
will be a party or the  consummation of the Contemplated  Transactions  does not
and will not (i) violate any  provision of the Articles of  Organization  or the
Amended  and  Restated  Operating  Agreement  (or  comparable   instruments)  of
Cakewalk;  (ii)  except  for any  filings  that may be  required  by  applicable
securities  laws,  require Cakewalk or any other Affiliate of Cakewalk to obtain
any material  consent,  approval or action of or waiver from, or make any filing
with, or give any notice to, any Governmental  Body or any other person,  except
as set forth on Schedule 2.2 ("Cakewalk Required  Consents");  (iii) if Cakewalk
Required  Consents  are obtained  prior to Closing,  violate,  conflict  with or
result in a breach or default  under  (after the giving of notice or the passage
of time or both),  or permit the termination of, any Contract of a type required
to be listed on Schedule 2.8 to which  Cakewalk is a party or by which it or any
of its assets may be bound or  subject,  or result in the  creation  of any Lien
upon the Assets  pursuant  to the terms of any such  Contract;  (iv) if Cakewalk
Required Consents are obtained prior to Closing, violate any Law or Order of any
Governmental Body against,  or binding upon,  Cakewalk or upon the Assets or the
Business;  or (v) if Cakewalk  Required  Consents are obtained prior to Closing,
violate or result in the  revocation or  suspension of any Permit,  except where
(A) the failure to obtain any Cakewalk Required  Consent,  or (B) any violation,
breach or  default  that would not  reasonably  be  expected  to have a Material
Adverse Effect.



                                       11
<PAGE>

Section 2.3  Corporate  Existence  and Power.  Cakewalk  is a limited  liability
company duly organized,  validly existing and in good standing under the laws of
the State of Delaware,  and has all  requisite  powers and all material  Permits
required to carry on the Business as now conducted. Except for Cakewalk BRE LLC,
a New York limited liability  company,  Cakewalk  Productions,  Inc., a New York
corporation, and Cakewalk Productions II, Inc., a New York corporation, Cakewalk
does not have any  Subsidiaries or own any equity interest or equity  investment
in any other person.

Section 2.4 Charter Documents and Corporate Records. (a) Cakewalk has heretofore
delivered to CDBeat true and complete copies of the Articles of Organization and
Amended and  Restated  Operating  Agreement of Cakewalk as in effect on the date
hereof.

(b) All financial, business and accounting books, ledgers, accounts and official
and other  records  relating to Cakewalk and the Business have been properly and
accurately  kept and  completed  in all  material  respects,  and  there  are no
material inaccuracies or discrepancies contained or reflected therein.

Section 2.5 Financial  Information.  Cakewalk has previously furnished to CDBeat
true and complete  copies of (i) Cakewalk's  audited  financial  statements (the
"Audited  Statements")  at and for the year ended  December 31,  1998,  (ii) the
audited  balance sheet of Cakewalk at December 31, 1997  (collectively  with the
Audited Statements,  the "Annual  Statements"),  and (iii) Cakewalk's  unaudited
balance  sheet,  income  statements,  and cash flows at and for the period ended
March 31, 1999 (with the Annual Statements,  the "Financial  Statements").  Each
delivered  financial  statement  has  been  prepared  in  accordance  with  GAAP
consistently  applied and presents fairly in all material respects the financial
condition,  results of operations  and cash flows of Cakewalk as of its date and
the period covered thereby.

Section 2.6  Subsequent  Events.  Except as  contemplated  by this  Agreement or
disclosed in Schedule 2.6, none of the following has occurred  since the date of
the most recent Financial  Statements:  (a) any event that had, or is reasonably
likely to have,  a  Material  Adverse  Effect  on  Cakewalk;  (b) any  change by
Cakewalk in its accounting methods, practices, or principles, except as required
to  comply  with  applicable  Law or a change  in GAAP;  (c) any  commitment  or
transaction  by Cakewalk that had, or is  reasonably  likely to have, a Material
Adverse  Effect on  Cakewalk  and was not in the usual  and  ordinary  course of
business;  (d) any  distributions  in respect of, or redemption  of,  membership
interests;  or (e) any event,  action,  or  condition  that (i)  constitutes  an
agreement by Cakewalk to do anything described in clauses (a)-(d) above, or (ii)
if it had  occurred  before  the date of this  Agreement,  would  have  made any
representation  or  warranty by Cakewalk  in this  Agreement  inaccurate  in any
material respect.

Section 2.7 The Assets.  Cakewalk has good and  marketable  title to the Assets,
free and clear of all  Liens,  except for (i) liens set forth on  Schedule  2.7,
(ii)  mechanic's,  materialmen's,  and similar liens,  (iii) liens arising under
worker's compensation,  unemployment insurance, social security, retirement, and
similar legislation,  (iv) liens, easements,  covenants,  restrictions and other
similar  encumbrances  of record listed on Schedule 2.7, and (v) liens for Taxes
not yet due and payable, in each case arising in the ordinary course of business
of Cakewalk and not material to Cakewalk (collectively, "Permitted Liens").

                                       12
<PAGE>


Section 2.8 Contracts. (a) Schedule 2.8 sets forth an accurate and complete list
of all  Contracts  material  to the  Business.  True and  correct  copies of all
written  Contracts  listed  on  such  Schedule  and  summaries  of the  material
provisions of all oral Contracts so listed have been made available to CDBeat.

(b) All Contracts  listed on Schedule 2.8 are valid,  subsisting,  in full force
and effect and binding upon Cakewalk,  as the case may be, and, to the knowledge
of Cakewalk,  the other parties thereto in accordance with their terms. Cakewalk
is not in default (or alleged  default)  under any such Contract in any material
respect,  nor, to the  knowledge  of  Cakewalk,  is any other  party  thereto in
default thereunder in any material respect, and, to Cakewalk's knowledge,  there
is no condition that with notice or the lapse of time or both would constitute a
material default (or give rise to a termination  right) under any such Contract.
To the knowledge of Cakewalk,  none of the other parties to any Contract intends
to  terminate  or  materially  alter  the  provisions  thereof  by reason of the
Contemplated Transactions or otherwise.  Except as set forth on Schedule 2.2, no
approval  or consent of any person is  required  in order for the  Contracts  to
continue in full force and effect after the Closing.

Section 2.9 Claims and  Proceedings.  Except as set forth on Schedule 2.9, there
are no  outstanding  Orders  of  any  Governmental  Body  against  or  involving
Cakewalk, the Assets or the Business. Except as set forth on Schedule 2.9, there
are  no   material   actions,   suits,   claims  or   counterclaims   or  legal,
administrative,  governmental,  arbitral or other  proceedings or investigations
(if the defense  thereof or  Liabilities  in respect  thereof are not covered by
insurance)  (collectively,  "Claims"),  pending or to the  knowledge of Cakewalk
threatened on the date hereof,  against or involving Cakewalk, the Assets or the
Business.  Except as set forth on Schedule  2.9, at the Closing there will be no
such Claims  pending or, to the  knowledge of Cakewalk,  threatened,  other than
Claims that, individually or in the aggregate,  could not reasonably be expected
to have a Material  Adverse Effect.  Except as set forth on Schedule 2.9, to the
knowledge  of  Cakewalk,  on  the  date  hereof,  there  is no  fact,  event  or
circumstances that would give rise to any such Claim.

Section 2.10 Compliance with Laws.  Cakewalk is not in violation in any material
respect of any order, judgment,  injunction,  award,  citation,  decree, consent
decree or writ  (collectively,  "Orders"),  or any material law, statute,  code,
ordinance, rule, regulation or other requirement (collectively,  "Laws"), of any
government or political  subdivision thereof,  whether federal,  state, local or
foreign,  or any agency or  instrumentality  of any such government or political
subdivision,  or any court or arbitrator  (collectively,  "Governmental Bodies")
affecting  the Assets or the  Business,  except for  violations  which would not
reasonably be expected to have a Material Adverse Effect.

Section 2.11 Finders' Fees.  There is no investment  banker,  broker,  finder or
other  intermediary which has been retained by or is authorized to act on behalf
of Cakewalk who might be entitled to any fee or  commission  from  Cakewalk upon
consummation of the Contemplated Transactions.

Section 2.12 Investment Intent.  Cakewalk is acquiring the CDBeat Shares for its
members own account for investment and not with a view towards resale,  transfer
or distribution in a manner that would be in violation of applicable  securities


                                       13
<PAGE>

laws, but subject,  nevertheless, to any requirement of law that the disposition
of Cakewalk's  property  shall at all times be within  Cakewalk's  control,  and
without  prejudice to  Cakewalk's  or its members  right at all times to sell or
otherwise  dispose of all or any part of such  securities  under a  registration
under the Securities Act or under an exemption from said registration  available
under the Securities Act.

Section 2.13 Tax Matters.  Since its  inception,  Cakewalk has been treated as a
partnership for Federal Income tax purposes,  has filed all Tax Returns required
to be filed by it and has paid the Taxes reflected thereon.

ARTICLE III

                         REPRESENTATIONS AND WARRANTIES
                                  OF CDBEAT

      CDBeat represents and warrants to Cakewalk that:

Section  3.1  Authority  Relative  to this  Agreement.  CDBeat  has full  power,
capacity  and  authority to execute and deliver  this  Agreement  and each other
Transaction  Document to which it is or, at the Closing,  will be a party and to
consummate  the  Contemplated  Transactions.  The execution and delivery of this
Agreement and the consummation of the Contemplated  Transactions to which CDBeat
is or, at the Closing, will be a party have been duly and validly authorized and
approved by the board of directors of CDBeat and no other corporate  proceedings
on the part of CDBeat are  necessary to authorize  the execution and delivery by
CDBeat of this Agreement or the consummation of the Contemplated Transactions to
which it is or, at the Closing, will be a party. This Agreement has been and, at
the  Closing,  the other  Transaction  Documents to which CDBeat is a party will
have been duly and validly  executed and  delivered by CDBeat and  (assuming the
valid execution and delivery thereof by the other parties  thereto)  constitutes
or will at the Closing  constitute  the legal,  valid and binding  agreement  of
CDBeat,  enforceable  against CDBeat in accordance with their respective  terms,
except as such obligations and their enforceability may be limited by applicable
bankruptcy and other similar laws affecting the enforcement of creditors' rights
generally and except that the  availability of equitable  remedies is subject to
the discretion of the court before which any proceeding  therefor may be brought
(whether at law or in equity).

Section 3.2 No Conflicts;  Consents. The execution,  delivery and performance by
CDBeat of this Agreement and each other Transaction  Document to which it is or,
at the  Closing,  will  be a  party  and the  consummation  of the  Contemplated
Transactions to which it is or, at the Closing,  will be a party do not and will
not (i) violate any provision of the Certificate of  Incorporation or By-laws of
CDBeat;  (ii)  except  for any  filings  that may be  required  to be made under
applicable  securities  laws,  require  CDBeat to obtain any  material  consent,
approval  or action of or waiver  from,  or make any  filing  with,  or give any
notice to, any Governmental Body or any other person, and except as set forth in
Schedule 3.2 ("CDBeat Required Consents"); (iii) if CDBeat Required Consents are
obtained prior to the Closing, violate, conflict with or result in the breach or
default under (after the giving of notice or the passage of time); or permit the
termination  of, any  material  Contract to which  CDBeat is a party or by which
CDBeat  or its  assets  may be  bound or  subject;  or (iv) if  CDBeat  Required



                                       14
<PAGE>

Consents  are  obtained  prior to the  Closing,  violate any Law or Order of any
Governmental  Body  against,  or  binding  upon,  CDBeat  or upon its  assets or
business,  except where any such  violation  would not reasonably be expected to
have a Material Adverse Effect.

Section  3.3  Corporate  Existence  and  Power.  CDBeat  is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Delaware and has all requisite  corporate  powers and all material  governmental
licenses,  authorizations,  consents  and  approvals  required  to  carry on its
business as now conducted.

Section 3.4 Charter Documents and Corporate Records.  (a)  CDBeat has
heretofore delivered to Cakewalk true and complete copies of the Certificate
of Incorporation and By-laws of CDBeat as in effect on the date hereof.

(b) All financial, business and accounting books, ledgers, accounts and official
and other records  relating to CDBeat have been properly and accurately kept and
completed in all material  respects,  and there are no material  inaccuracies or
discrepancies contained or reflected therein.

Section 3.5  Capitalization.  The authorized capital stock of CDBeat consists of
(i) 20,000,000 shares of its common stock, par value $.001 (the "Common Stock"),
and (ii)  10,000,000  shares of  convertible  preferred  stock  (the  "Preferred
Stock"),  which has been designated as "Series A", "Series B" and "Series C." As
of the date hereof, the issued and outstanding  capital stock of CDBeat consists
of (A) 4,504,197 shares of Common Stock, (B) 8.75 shares of "Series A" Preferred
Stock, and (C) 50,000 shares of "Series C" Preferred Stock.  There are currently
no shares of "Series B" Preferred Stock issued and outstanding.  In addition, as
of the date hereof not including the Atlantis Warrant, CDBeat has reserved up to
190,516  shares  of  Common  Stock  for  issuance  upon  exercise  of  presently
outstanding  warrants and options.  Except as set forth on Schedule 3.5,  CDBeat
does not, and at the Closing CDBeat will not, have outstanding any capital stock
or other securities or any rights, warrants, or options to acquire securities of
CDBeat or any convertible or exchangeable securities other than pursuant to this
Agreement. Except as set forth on Schedule 3.5, no person has or, at the Closing
will have, any right to purchase or otherwise  acquire any securities of CDBeat.
Except as set forth on  Schedule  3.5,  there are,  and at  Closing  will be, no
outstanding obligations of CDBeat to repurchase, redeem or otherwise acquire any
securities of CDBeat.

Section 3.6 CDBeat  Stock.  Immediately  prior to the Closing,  CDBeat will have
duly  authorized  and  reserved  for  issuance  the shares of CDBeat Stock to be
issued in connection  herewith,  and,  when issued,  such shares of CDBeat Stock
will be validly  issued,  fully paid and  nonassessable  and free of  preemptive
rights.  The issuance of the CDBeat Stock  pursuant to this  Agreement  will not
violate or conflict  with any  agreement of CDBeat with any third party and will
not result in a breach or default under the governing documents of CDBeat.

Section  3.7  Filings.  CDBeat  has  filed  with  the  SEC all  forms,  reports,
schedules,  and  statements  that were  required  to be filed by it with the SEC
since its registration  statement was declared  effective (the "SEC Documents"),
and previously has furnished to Cakewalk accurate and complete copies of all the
SEC Documents.  As of their respective dates, the SEC Documents were prepared in


                                       15
<PAGE>

accordance  with the Exchange Act and the Securities Act and did not contain any
untrue statement of a material fact or omit to state a material fact required to
be  stated in those  documents  or  necessary  to make the  statements  in those
documents not misleading,  in light of the  circumstances  under which they were
made. CDBeat shall deliver to Cakewalk as soon as they become available accurate
and complete copies of any report or statement that it mails to its shareholders
generally  or files  with  the SEC  during  the  period  after  the date of this
Agreement  and before the Closing  Date.  As of their  respective  dates,  these
reports and statements will not contain any untrue  statement of a material fact
or omit to state a material  fact  required to be stated in them or necessary to
make the statements in them not misleading,  in light of the circumstances under
which they are made and these reports and statements will comply in all material
respects with all applicable requirements of the Exchange Act and the Securities
Act.

Section 3.8 Financial Statements. The audited financial statements and unaudited
interim financial  statements of CDBeat that are included or incorporated in the
SEC  Documents  were  prepared in  accordance  with GAAP applied on a consistent
basis during the periods involved (except as otherwise indicated in the notes to
them) and fairly present the financial position, results of operations, and cash
flows from operating,  investing,  and financing  activities of CDBeat as of the
dates and for the periods indicated, except that the unaudited interim financial
statements in the SEC Documents are subject to normal  year-end  adjustments and
were  prepared  in  accordance  with  the  instructions  to SEC Form  10-Q  and,
accordingly,  omit or condense certain footnotes and other information  normally
included in financial statements prepared in accordance with GAAP. The financial
statements of CDBeat that are included or incorporated in any subsequent  report
or statement that CDBeat mails to its  shareholders  generally or files with the
SEC during the period  after the date of this  Agreement  and before the Closing
Date will be prepared in  accordance  with GAAP  applied on a  consistent  basis
during the periods involved (except as otherwise indicated in them, the notes to
them, or any related report of CDBeat's independent accountants) and will fairly
present the financial information that they purport to present,  except that the
unaudited,  interim  financial  statements  will be subject  to normal  year-end
adjustments and will omit or condense  certain  footnotes and other  information
normally included in financial statements prepared in accordance with GAAP.

Section 3.9  Subsequent  Events.  Except as  contemplated  by this  Agreement or
disclosed in Schedule 3.9, none of the following has occurred  since the date of
the most recent consolidated balance sheet of CDBeat that is included in the SEC
Documents:  (a) any event that had, or is reasonably  likely to have, a Material
Adverse Effect on CDBeat;  (b) any change by CDBeat in its  accounting  methods,
practices, or principles,  except as required to comply with applicable Law or a
change in GAAP;  (c) any  commitment  or  transaction  by CDBeat that had, or is
reasonably  likely to have, a material  adverse  effect on CDBeat and was not in
the usual and ordinary  course of business;  (d) any  declaration,  payment,  or
setting  aside for payment of any dividends or other  distributions  (whether in
cash,  stock,  or property) in respect of the CDBeat's  stock; or (e) any event,
action,  or condition that (i) constitutes an agreement by CDBeat to do anything
described in clauses  (a)-(d) above,  or (ii) if it had occurred before the date
of this Agreement,  would have made any  representation or warranty by CDBeat in
this Agreement inaccurate in any material respect.

Section  3.10 Assets of CDBeat.  The assets of CDBeat  consist of all the assets
which are necessary for the conduct of CDBeat's business as presently conducted.


                                       16
<PAGE>

Except as set forth in  Schedule  3.10,  CDBeat's  assets are in good  operating
condition and repair subject to ordinary wear and tear and to  requirements  for
periodic maintenance. CDBeat does not own any real property.

Section 3.11  Contracts.  (a) Schedule  3.11 sets forth an accurate and complete
list of all Contracts  material to the business of the CDBeat.  True and correct
copies of all written  Contracts  listed on such  Schedule and  summaries of the
material  provisions of all oral Contracts so listed have been made available to
Cakewalk.

(b) All Contracts listed on Schedule 3.11 are valid,  subsisting,  in full force
and effect and binding upon CDBeat, as the case may be, and, to the knowledge of
CDBeat,  the other parties  thereto in accordance  with their terms.  Except for
payment  defaults,  CDBeat is not in default (or alleged default) under any such
Contract in any material respect,  nor, to the knowledge of CDBeat, is any other
party thereto in default  thereunder in any material  respect,  and, to CDBeat's
knowledge,  there is no condition  that with notice or the lapse of time or both
would constitute a material default (or give rise to a termination  right) under
any such Contract.  To the knowledge of CDBeat, none of the other parties to any
Contract  intends to terminate or  materially  alter the  provisions  thereof by
reason of the  Contemplated  Transactions  or otherwise.  Except as set forth on
Schedule  3.2, no approval or consent of any person is required in order for the
Contracts to continue in full force and effect after the Closing.

Section 3.12 Intangible Property. Set forth on Schedule 3.12 is a description of
all material  Intellectual  Property Rights owned, licensed or used by CDBeat in
its  business,  whether  or not such  intellectual  property  rights  have  been
currently afforded patent,  copyright or trademark protection.  The Contemplated
Transactions  will not have a material  adverse  effect on the right,  title and
interest  of  the  CDBeat  as of the  Closing  Date  in and to the  Intellectual
Property  Rights.  Except as  disclosed  in  Schedule  3.12,  (i) CDBeat has not
received any written Claim of material invalidity, interference, infringement or
misappropriation   from  any  third  party  with  respect  to  any  of  CDBeat's
Intellectual  Property Rights;  (ii) to the knowledge of CDBeat,  CDBeat has not
interfered with, infringed upon, misappropriated or otherwise come into conflict
with any intellectual  property or other rights of any third parties;  and (iii)
to the knowledge of CDBeat, no third party is interfering with, infringing upon,
misappropriating,  or  otherwise  coming  into  conflict  with any  Intellectual
Property Rights of CDBeat.

Section 3.13  Compliance  with Laws.  CDBeat is not in violation in any material
respect of any Order or Law of any Governmental  Bodies affecting the its assets
or its business, except for violations which are not reasonably expected to have
a Material Adverse Effect.

Section  3.14  Claims .  Except  as set  forth on  Schedule  3.14,  there are no
outstanding Orders of any Governmental Body against or involving CDBeat.  Except
as set forth on  Schedule  3.15,  there are no  material  Claims (if the defense
thereof or Liabilities in respect thereof are not covered by insurance), pending
or to the  knowledge  of  CDBeat  threatened  on the  date  hereof,  against  or
involving  CDBeat.  Except as set forth on Schedule  3.15,  at the Closing there
will be no such Claims pending or, to the knowledge of CDBeat, threatened, other
than Claims that,  individually  or in the  aggregate,  could not  reasonably be
expected  to have a Material  Adverse  Effect on CDBeat.  Except as set forth on
Schedule 3.15, to the knowledge of CDBeat, on the date hereof, there is no fact,
event or circumstances that would give rise to any such Claim.


                                       17
<PAGE>


Section 3.15 Finders' Fees.  Except for Cliff Berger,  who will receive  293,215
shares of CDBeat Common Stock as soon as  additional  shares of Common Stock are
authorized,  there is no investment banker, broker, finder or other intermediary
which has been retained by or is authorized to act on behalf of CDBeat who might
be  entitled to any fee or  commission  from  CDBeat  upon  consummation  of the
Contemplated Transactions.

Section 3.16 Tax Matters.  Except as disclosed on Schedule 3.16, all Tax Returns
required to be filed by CDBeat on or before the Closing  Date have been or shall
be  timely  filed and all  Taxes  which are due have been or shall be paid.  All
Taxes of CDBeat  attributable  to periods  ending on or before the Closing  Date
which are not yet due have been adequately and accurately  reserved  against and
entered upon the books and records of CDBeat. As of the time of filing,  the Tax
Returns correctly reflected (and, as to any Tax Returns not filed as of the date
thereof  will  correctly  reflect)  the facts  regarding  the income,  business,
assets, operations, activities and status of CDBeat. There are no Tax Liens upon
any assets of CDBeat except for Liens for current Taxes not yet due and payable.
All amounts  required to be withheld by CDBeat from  employees for income Taxes,
social  security and other payroll Taxes have been  collected and withheld,  and
either paid to the  respective  Governmental  Bodies,  set aside in accounts for
such purpose, or have been or will be accrued, reserved against and entered upon
the books and records of CDBeat. CDBeat has maintained and has in its possession
all  records,  supporting  documents  and  exemption  certificates  required  by
applicable  sales Tax statutes and regulations to be retained in connection with
the  collection  and remittance of sales and use Taxes for all periods up to and
including  the Closing  Date.  CDBeat is not a party to nor has it received  any
notice  with  respect to any  proposed  or pending  examination,  investigation,
audit,  action or Claim by any Tax Authority  relating to Taxes, nor is CDBeat a
party to any dispute or, to CDBeat's knowledge,  threatened dispute with respect
thereto and no Claim for  assessment  or  collection of Taxes has been made upon
CDBeat.  Schedule  3.16 includes a  description  of all such past  examinations,
investigations, audits, actions or Claims within the past three years.

ARTICLE IV

                            COVENANTS AND AGREEMENTS

Section 4.1 Conduct of Business of Cakewalk and CDBeat. (a) From the date hereof
through the Closing Date, each of Cakewalk and CDBeat agrees:

(i) To conduct its operations  according to the ordinary and usual course of its
business consistent with past practice,  to preserve intact its present business
organization  and  structure,  to use  reasonable  efforts to keep available the
services of its officers,  agents and  full-time  employees,  to use  reasonable
efforts to preserve  and  maintain  its assets and the good will of its business
and to use reasonable  efforts to preserve its relationships  with customers and
suppliers.


                                       18
<PAGE>


(ii) To  maintain  in the  ordinary  course of  business,  consistent  with past
practice and in  accordance  with all  Contracts  to which each is a party,  its
tangible  assets in their  present  repair,  order  and  condition,  subject  to
ordinary wear and tear and to the requirements of such Contracts.

(iii)  Not to incur  any  Liability  (other  than  Liabilities  incurred  in the
ordinary course of business, consistent with past practice, which are not in the
aggregate material  thereto),  nor enter into any Contract of a type required to
be included on any Schedule hereto.

(b) From the date hereof  through the Closing Date,  each of Cakewalk and CDBeat
agrees that it will use reasonable efforts to conduct its respective business in
such a manner so that its representations and warranties  contained herein shall
continue to be true and correct on and as of the Closing  Date as if made on and
as of the Closing Date.

(c) From the date hereof  through the Closing Date,  each of Cakewalk and CDBeat
agrees  that it will  consult  with the other prior to any  renewal,  amendment,
extension or termination  of, waiver of any material right under, or any failure
to renew,  any  Contract  and will not take any such  action if such other party
objects thereto in writing.

Section 4.2  Corporate  Examinations  and  Investigations.  Prior to the Closing
Date,  each party  hereto shall be entitled,  through its  directors,  officers,
Affiliates,   employees,  attorneys,  accountants,   representatives,   lenders,
consultants  and other  agents  (collectively,  "Representatives")  to make such
investigation of the assets, the business and operations of the other party, and
such  examination  of the books,  records and  financial  condition of the other
party, as each party hereto reasonably deems necessary.  Any such  investigation
and  examination  shall be  conducted  at  reasonable  times,  under  reasonable
circumstances and upon reasonable notice, and the parties hereto shall cooperate
fully  therein.  In that  connection,  each party hereto shall make available to
Representatives  of the other party during such period,  without however causing
any  unreasonable  interruption in the operations of such other party,  all such
information  and copies of such documents and records  concerning the affairs of
such  party  as  such  Representatives  may  reasonably  request,  shall  permit
Representatives  of such party access to the assets and all parts thereof and to
such party's employees, customers, suppliers,  contractors and others, and shall
cause such party's  respective  Representatives to cooperate fully in connection
with such review and examination.  No investigation by either party hereto shall
diminish  or  obviate  any  of the  representations,  warranties,  covenants  or
agreements of either party contained in this Agreement.

Section 4.3  Filings and  Authorizations.  Cakewalk  and CDBeat,  as promptly as
practicable,  shall make, or cause to be made, all filings and submissions under
such Laws as are applicable to them or to their respective  Affiliates as may be
required for them to consummate the Contemplated Transactions in accordance with
the terms of this  Agreement and shall furnish copies thereof to the other party
prior to such filing and shall not make any such filing or  submission  to which
CDBeat or Cakewalk,  as the case may be, reasonably objects in writing. All such
filings  shall  comply  in  form  and  content  in all  material  respects  with
applicable Law.

Section 4.4 Efforts to Consummate.  Subject to the terms and conditions  herein,
each of Cakewalk and CDBeat, without payment or further consideration, shall use



                                       19
<PAGE>

its good  faith  efforts  to take or cause to be taken all  action  and to do or
cause to be done all things  necessary,  proper or  advisable  under  applicable
Laws, Contracts, Permits and Orders to consummate and make effective, as soon as
reasonably  practicable,  the  Contemplated  Transactions,  including,  but  not
limited to, the obtaining of all Cakewalk  Required Consents and CDBeat Required
Consents  and  Permits  or  consents  of any third  party,  whether  private  or
governmental,  required in  connection  with such  party's  performance  of such
transactions  and each party hereto shall cooperate with the other in all of the
foregoing.

Section 4.5 Notices of Certain Events.  Prior to the Closing Date, Cakewalk
and CDBeat shall promptly notify the other of:

(a) any notice or other  communication  delivered  or received by such party (or
its  Representatives)  to or from any other person  (other than notices or other
communications   solely  between  Cakewalk  and  CDBeat)  with  respect  to  the
Contemplated  Transactions (including,  without limitation,  any notice or other
communication  to or from any person  objecting to, or alleging that the consent
of any  person  is or may be  required  in  connection  with,  the  Contemplated
Transactions);

(b) any notice or other  communication  from any Governmental Body in connection
with the Contemplated Transactions; and

(c) any event,  condition or circumstance occurring from the date hereof through
the  Closing   Date  that  would   constitute  a  violation  or  breach  of  any
representation  or  warranty,  whether  made as of the date  hereof or as of the
Closing Date, or that would  constitute a violation or breach of any covenant of
any party contained in this Agreement.

Section 4.6 Public Announcements. Prior to the Closing Date, Cakewalk and CDBeat
will  consult  with each other  before  issuing any press  release or  otherwise
making any public statement with respect to the Contemplated  Transactions,  and
no party  hereto  will  issue any such  press  release  or make any such  public
statement without the prior approval of CDBeat or Cakewalk,  as the case may be,
except as may be required by applicable Law in which event the other party shall
have the right to review  and  comment  upon (but not  approve)  any such  press
release or public statement prior to its issuance.

Section  4.7  Expenses.  Except  as  otherwise  specifically  provided  in  this
Agreement,  CDBeat and Cakewalk shall bear their  respective  expenses,  in each
case, incurred in connection with the preparation,  execution and performance of
this Agreement and the Contemplated Transactions, including, without limitation,
all fees and expenses of their respective Representatives.

Section 4.8 Tax  Considerations.  The parties  contemplate that the Contemplated
Transactions  shall  qualify  under  Section  351 of the Code.  Each party shall
report the  transactions  contemplated  hereunder as they apply to such party on
its appropriate tax return consistent with such treatment.

Section 4.9  Negotiations  With  Others.  (a) From and after the date hereof and
until this Agreement  shall have been  terminated in accordance  with its terms,
each party agrees that it will not, directly or indirectly, encourage or solicit



                                       20
<PAGE>

any inquiries or proposals by or engage in any discussions or negotiations with,
or enter into any  Contract or  understanding  with,  any person  concerning  an
Acquisition Proposal subject,  however, to such actions which, in the good faith
judgment of the Board of  Directors  of CDBeat and the  management  of Cakewalk,
based upon the advice of counsel,  are required under applicable Law to be taken
in the exercise of its  fiduciary  duties.  Each party shall advise the other of
any unsolicited written proposal or offer to enter into an Acquisition Proposal.

       (b) If: (i) Cakewalk is willing and able to consummate  the  Contemplated
Transactions and the conditions to such consummation,  not within the control of
CDBeat, have been satisfied or waived, and (ii) CDBeat enters into a contract or
consummates an  Acquisition  Proposal with any person other than Cakewalk or any
of its Affiliates on or before November 30, 1999, CDBeat shall pay to Cakewalk a
fee of $1,000,000 as compensation for its efforts hereunder. In addition, CDBeat
shall  reimburse  Cakewalk  for the  expenses of  negotiating  the terms of this
Agreement  including  the  reasonable  fees and expenses  due to its  investors,
lawyers and  advisors;  provided,  however,  that such  reimbursement  shall not
exceed $100,000, in the aggregate.

      (c) If: (i)  CDBeat is willing  and able to  consummate  the  Contemplated
Transactions and the conditions to such consummation,  not within the control of
Cakewalk,  have been  satisfied  or  waived,  and (ii)  Cakewalk  enters  into a
contract or  consummates  an  Acquisition  Proposal  with any person  other than
CDBeat or any of its Affiliates on or before  November 30, 1999,  Cakewalk shall
pay to CDBeat a fee of $1,000,000 as compensation for its efforts hereunder.  In
addition,  Cakewalk shall  reimburse  CDBeat for the expenses of negotiating the
terms of this Agreement  including the  reasonable  fees and expenses due to its
investors,  lawyers and advisors;  provided,  however,  that such  reimbursement
shall not exceed $100,000, in the aggregate.

Section  4.10  Past-Closing  Matters.  (a)  Promptly  after the  Closing  of the
Contemplated  transactions,  CD Beat  intends to (i)  transfer  all its existing
business  into a wholly  owned  subsidiary;  and (ii)  transfer  the business of
Cakewalk into a wholly owned subsidiary,  so that CD Beat will then operate as a
holding company.

            (b) Cakewalk  hereby agrees on behalf of itself and its members that
if it seeks to elect a majority of the Board of  Directors  of CDBeat other than
at a meeting of stockholders of CDBeat,  it will cause CDBeat to comply with the
provisions of Section 14(f) of the Securities Exchange Act of 1934, as amended.

ARTICLE V

                              CONDITIONS TO CLOSING

Section 5.1  Conditions to the  Obligations of the Parties.  The  obligations of
Cakewalk and CDBeat to consummate the  Contemplated  Transactions are subject to
the  satisfaction  of the following  conditions,  which,  in the case of Section
5.1(b), may be waived by CDBeat and Cakewalk acting together:


                                       21
<PAGE>


(a)   No Injunction.  No provision of any applicable Law and no Order shall
prohibit the consummation of the Contemplated Transactions.

(b) No Proceeding or Litigation.  No Claim  instituted by any person (other than
CDBeat, Cakewalk or their respective  Affiliates),  shall have been commenced or
pending against Cakewalk, CDBeat or any of their respective Affiliates, officers
or  directors  which Claim seeks to  restrain,  prevent,  change or delay in any
material respect the Contemplated  Transactions or seeks to challenge any of the
material  terms or provisions  of this  Agreement or seeks  material  damages in
connection with any of such transactions.

(c) Dylan  Subscription  Agreement.  The transactions  contemplated by the Dylan
Subscription Agreement shall have been consummated which shall include,  without
limitation,  the  amendment of the stock  purchase  warrant  originally  held by
Atlantis Equities, Inc. dated September 23, 1999.

Section 5.2  Conditions  to the  Obligations  of Cakewalk.  All  obligations  of
Cakewalk  hereunder are subject,  at the option of Cakewalk,  to the fulfillment
prior to or at the Closing of each of the following further conditions:

(a)  Performance.  CDBeat  shall have  performed  and  complied in all  material
respects  with  all  agreements,  obligations  and  covenants  required  by this
Agreement to be performed or complied  with by CDBeat at or prior to the Closing
Date.

(b) Representations and Warranties. The representations and warranties of CDBeat
contained in this Agreement and in any certificate or other writing delivered by
CDBeat pursuant  hereto shall be true in all material  respects at and as of the
Closing Date as if made at and as of such time.

(c)  Consideration.   CDBeat  shall  have  delivered  to  Cakewalk  certificates
representing the CDBeat Stock.

(d)  Director  Appointment.  The Board of  Directors  of CDBeat  shall have been
expanded to two members and Robert  Miller  shall have been  elected to fill the
vacancy resulting from such expansion.

(e) CDBeat  Required  Consents.  All CDBeat  Required  Consents  shall have been
obtained.

(f)  Options.  At the  Closing,  the only  options  or  warrants  that  shall be
outstanding  to  acquire  any  securities  of CDBeat  shall be those  options or
warrants described in Schedule 3.5 hereto.

(g) Conversion and Cancellation of Stock;  Waiver of Severance  Payments.  On or
prior to the Closing Date,  all of the issued and  outstanding  Preferred  Stock
shall have been  converted  into Common  Stock.  In addition,  Joel Arberman and
Bryan  Eggers  shall  have  (i)   surrendered   2,727,450  and  321,974  shares,
respectively, of CDBeat Common Stock to CDBeat for cancellation; and (ii) waived
the right to receive any severance  payments under their  respective  employment
agreements as a result of the consummation of the Contemplated Transactions.


                                       22
<PAGE>


(h) Documentation. There shall have been delivered to Cakewalk the following:

(i) A  certificate,  dated the Closing Date,  of the Chairman of the Board,  the
President or Chief Financial  Officer of CDBeat confirming the matters set forth
in Sections 5.2(a) and (b) hereof.

(ii) A  certificate,  dated the Closing  Date,  of the  Secretary  or  Assistant
Secretary of CDBeat certifying, among other things, that attached or appended to
such  certificate  (A)  is a  true  and  correct  copy  of  its  Certificate  of
Incorporation and all amendments if any thereto as of the date thereof; (B) is a
true and correct copy of its By-laws as of the date thereof;  (C) is a true copy
of all corporate  actions  taken by it,  including  resolutions  of its board of
directors authorizing the execution, delivery and performance of this Agreement,
and each other  Transaction  Document to be delivered by CDBeat pursuant hereto;
and (D) are the names and  signatures of its duly elected or appointed  officers
who are  authorized to execute and deliver this  Agreement and any  certificate,
document or other instrument in connection herewith.

(iii) Evidence of the good standing and corporate existence of CDBeat reasonably
requested by Cakewalk.

(iv) Copies of all CDBeat Required Consents.

(i) Due Diligence. The continuing due diligence investigation by Cakewalk of the
business,  financial  condition and prospects of CDBeat shall not have disclosed
to Cakewalk  any event,  condition  or matter that may  reasonably  be likely to
result in a  Material  Adverse  Effect  of CDBeat or cast any doubt on  CDBeat's
ownership or right to use its Intellectual  Property Rights.  Without derogating
from  the  generality  of the  foregoing,  Cadnetics,  Inc.  and its  employees,
consultants and independent contractors shall have assigned to CDBeat any rights
that they may have to CDBeat's Intellectual Property Rights.

(j) Amendment of  Prudential  Warrant.  The Warrant to Purchase  Equity Units in
Cakewalk LLC dated June, 1999 held by Entertainment Finance  International,  LLC
shall have been  amended to  eliminate  therefrom  the  antidilution  protection
relating to additional  issuances of securities or changes in the exercise price
or conversion ratio of any existing securities.

(k)  Employment of Robert  Miller.  CDBeat shall have entered into an Employment
Agreement  with Robert  Miller,  effective as of the Closing  Date,  in form and
substance  reasonably  satisfactory to him under which (i) Mr. Miller will serve
as the Chairman,  President and Chief Executive Officer of CDBeat,  (ii) he will
receive an initial base annual salary of $200,000  subject to such  increases or
bonuses as the new Board of Directors of CDBeat shall  authorize;  (iii) he will
receive such other benefits and  prerequisites  as shall be consistent  with his
positions,  (iv) he will receive options to purchase,  for such consideration as
may be agreed upon by him and by the new Board of Directors of CDBeat, 1,955,750
shares of CDBeat  Common Stock (out of 2, 932,159  stock  options to be reserved
for management of CDBeat), of which one-third of such options will vest upon the


                                       23
<PAGE>

signing  of  the  Employment  Agreement  and  one-third  will  vest  after  each
anniversary  thereof;  (v) all  unvested  options will  immediately  vest upon a
change of control of CDBeat; (vi) upon a change of control, Mr. Miller will have
the right to resign and (vii) if Mr. Miller  resigns upon a change of control or
he is removed  without  cause he will receive a severance  benefit  equal to the
greater of (A) the unexpired term of the  Employment  Agreement or (B) twice his
then annual salary plus the immediate vesting of all unvested options.

            (l)   Tax Free Treatment.     Neither Cakewalk nor any member of
Cakewalk will be required to report any income as a result of the
Contemplated Transactions.

Section 5.3 Conditions to the  Obligations of CDBeat.  All obligations of CDBeat
hereunder are subject,  at the option of CDBeat,  to the fulfillment prior to or
at the Closing of each of the following further conditions:

(a)  Performance.  Cakewalk  shall have  performed  and complied in all material
respects  with  all  agreements,  obligations  and  covenants  required  by this
Agreement  to be  performed  or  complied  with by it at or prior to the Closing
Date.

(b)  Representations  and Warranties.  The representations and warranties of the
Cakewalk  contained in this  Agreement and in any  certificate  or other writing
delivered by Cakewalk  pursuant hereto shall be true in all material respects at
and as of the Closing Date as if made at and as of such time.

(c) Cakewalk Required  Consents.  All Cakewalk Required Consents shall have been
obtained.

(d) Documentation. There shall have been delivered to CDBeat the following:

(i) A certificate  dated the Closing Date, of a Manager of Cakewalk,  confirming
the matters relating to it set forth in Sections 5.3(a) and (b).

(ii) A  certificate,  dated  the  Closing  Date,  of the  Managers  of  Cakewalk
certifying,  among other things,  that attached or appended to such  certificate
(A) is a true  and  correct  copy  of  its  Articles  of  Organization  and  all
amendments if any thereto as of the date thereof; (B) is a true and correct copy
of its Amended and Restated Operating Agreement as of the date thereof; (C) is a
true copy of all actions taken by it,  authorizing  the execution,  delivery and
performance  of this  Agreement,  and  each  other  Transaction  Document  to be
delivered by such party pursuant hereto; and (D) are the names and signatures of
its duly elected or appointed  members who are authorized to execute and deliver
this Agreement and any  certificate,  document or other instrument in connection
herewith.

(iii) Evidence of the good standing of Cakewalk reasonably requested by CDBeat.

(iv)  Copies of all Cakewalk Required Consents.



                                       24
<PAGE>

(v) Such  instruments  of  conveyance as may be needed to convey the Assets from
Cakewalk to CDBeat.

ARTICLE VI

                                 TERMINATION

Section 6.1 Termination.  This Agreement may be terminated and the
Contemplated Transactions may be abandoned at any time prior to the Closing:

(a)   By mutual written consent of Cakewalk and CDBeat;

(b) By Cakewalk if (i) there has been a material  misrepresentation or breach of
warranty on the part of CDBeat in the representations  and warranties  contained
herein and such material misrepresentation or breach of warranty, if curable, is
not cured within 30 days after written notice thereof from Cakewalk; (ii) CDBeat
has  committed a material  breach of any covenant  imposed upon it hereunder and
fails to cure such  breach  within 30 days after  written  notice  thereof  from
Cakewalk;  or (iii) any condition to Cakewalk's  obligations  hereunder  becomes
incapable  of  fulfillment  through  no fault of  Cakewalk  and is not waived by
Cakewalk; provided that, on the date of termination,  the conditions to CDBeat's
obligations hereunder specified in Section 5.3 hereof shall have been satisfied,
and  Cakewalk  shall be  otherwise  ready,  willing and able to proceed with the
Closing hereunder;

(c) By CDBeat, if (i) there has been a material  misrepresentation  or breach of
warranty on the part of Cakewalk in the representations and warranties contained
herein and such material misrepresentation or breach of warranty, if curable, is
not cured within 30 days after written notice thereof from CDBeat; (ii) Cakewalk
has  committed a material  breach of any covenant  imposed upon it hereunder and
fails to cure such  breach  within 30 days after  written  notice  thereof  from
CDBeat;  or (iii)  any  condition  to  CDBeat's  obligations  hereunder  becomes
incapable of fulfillment through no fault of CDBeat and is not waived by CDBeat;
provided  that,  on the  date  of  termination,  the  conditions  to  Cakewalk's
obligations hereunder specified in Section 5.2 hereof shall have been satisfied,
and CDBeat  shall be  otherwise  ready,  willing  and able to  proceed  with the
Closing hereunder; or

(d) By Cakewalk or by CDBeat, if there shall be any Law that makes  consummation
of the  Contemplated  Transactions  illegal or otherwise  prohibited,  or if any
Order  enjoining   Cakewalk  or  CDBeat  from   consummating   the  Contemplated
Transactions   is  entered  and  such  Order   shall  have   become   final  and
nonappealable.

            (e) By Cakewalk if the Contemplated Transactions shall not have been
consummated on or before November 30, 1999.

Section 6.2 Effect of Termination;  Right to Proceed.  Subject to the provisions
of Section  6.1 hereof,  in the event that this  Agreement  shall be  terminated
pursuant to Section  6.2,  all  further  obligations  of the  parties  under the
Agreement shall  terminate  without  further  liability of any party  hereunder;
provided, however, that a party shall remain liable for its breach of any of its
representations,  warranties or obligations  under this Agreement.  In the event
that a condition  precedent  to its  obligation  is not met,  nothing  contained
herein shall be deemed to require any party to terminate this Agreement,  rather
than to waive  such  condition  precedent  and  proceed  with  the  Contemplated
Transactions.


                                       25
<PAGE>


ARTICLE VII

                                MISCELLANEOUS

Section 7.1 Notices. (a) Any notice or other communication required or permitted
hereunder  shall be in writing and shall be delivered  personally  by hand or by
recognized  overnight courier,  telecopied or mailed (by registered or certified
mail, postage prepaid) as follows:

(i)   If to CDBeat, one copy to:

                              CDBeat.com, Inc.
                              Bedford Towers
                              444 Bedford Street, Suite 8S
                              Stamford, Connecticut
                              Telecopier: (203) 602-9995
                              Attn: Joel Arberman, President

                              with a copy to:

                              Squadron Ellenoff Plesent & Sheinfeld
                              551 Fifth Avenue
                              New York, New York, 10176
                              Telecopier (212) 697-6686
                              Attention: Kenneth R. Koch, Esq.

(ii) If to Cakewalk, one copy to:

                              Cakewalk LLC.
                              250 West 57th Street, Suite 720
                              New York, New York 10107
                              Telecopier: (212) 265-1067
                              Attn:  Robert Miller, President

                              with a copy to:

                              Baer Marks & Upham LLP
                              805 Third Avenue
                              New York, New York 10022
                              Telecopier: (212) 702-5941
                              Attn: Ivan W. Dreyer, Esq.



                                       26
<PAGE>

(b) Each such notice or other  communication  shall be effective (i) if given by
telecopier, when such telecopy is transmitted to the telecopier number specified
in Section 7.1(a) (with  confirmation of  transmission)  or (ii) if given by any
other means,  when  delivered at the address  specified in Section  7.1(a).  Any
party by notice given in accordance with this Section 7.1 to the other party may
designate  another  address  (or  telecopier  number) or person  for  receipt of
notices hereunder. Notices by a party may be given by counsel to such party.

Section 7.2 Entire  Agreement.  This  Agreement  (including  the  Schedules  and
Exhibits hereto) and the collateral  agreements  executed in connection with the
consummation of the Contemplated Transactions contain the entire agreement among
the parties with respect to the subject  matter hereof and related  transactions
and supersede all prior agreements, written or oral, with respect thereto.

Section 7.3 Waivers and Amendments;  Non-Contractual  Remedies;  Preservation of
Remedies.  This  Agreement  may be amended,  superseded,  cancelled,  renewed or
extended  only by a  written  instrument  signed by  Cakewalk  and  CDBeat.  The
provisions hereof may be waived in writing by the party to be charged therewith.
No delay on the part of any party in  exercising  any right,  power or privilege
hereunder shall operate as a waiver thereof, nor shall any waiver on the part of
any party of any such  right,  power or  privilege,  nor any  single or  partial
exercise of any such right,  power or privilege,  preclude any further  exercise
thereof or the exercise of any other such right,  power or privilege.  Except as
otherwise   provided  herein,  the  rights  and  remedies  herein  provided  are
cumulative  and are not  exclusive of any rights or remedies  that any party may
otherwise have at law or in equity.

Section 7.4  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,  without regard to the conflict
of laws rules thereof.

Section  7.5  Binding  Effect;  No  Assignment.  This  Agreement  and all of its
provisions,  rights and obligations shall be binding upon and shall inure to the
benefit of the parties hereto and their respective  successors,  heirs and legal
representatives.  This Agreement may not be assigned  (including by operation of
Law) by a party  without the express  written  consent of CDBeat (in the case of
assignment  by Cakewalk) or Cakewalk (in the case of  assignment  by CDBeat) and
any  purported  assignment,  unless so  consented  to, shall be void and without
effect.  Nothing  herein express or implied is intended or shall be construed to
confer upon or to give anyone other than the parties hereto and their respective
heirs, legal  representatives  and successors any rights or benefits under or by
reason of this  Agreement and no other party shall have any right to enforce any
of the provisions of this Agreement.

                                       27
<PAGE>

Section 7.6  Exhibits.  All Exhibits and  Schedules  attached  hereto are hereby
incorporated by reference into, and made a part of, this Agreement.

Section 7.7  Severability.  If any  provision of this  Agreement  for any reason
shall be held to be illegal, invalid or unenforceable, such illegality shall not
affect  any other  provision  of this  Agreement,  but this  Agreement  shall be
construed as if such illegal,  invalid or unenforceable provision had never been
included herein.

Section  7.8  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. This Agreement shall become binding when
one or more counterparts hereof,  individually or taken together, shall bear the
signatures of all of the parties reflected hereon as the signatories.

Section  7.9 Third  Parties.  Except as  specifically  set forth or  referred to
herein,  nothing  herein express or implied is intended or shall be construed to
confer  upon or give to any  person  other  than the  parties  hereto  and their
permitted  successors or assigns,  any rights or remedies  under or by reason of
this Agreement or the Contemplated Transactions.

Section 7.10 Title and Risk of Loss.  Legal title,  equitable  title and risk of
loss with respect to the Assets and rights to be transferred hereunder shall not
pass to  CDBeat  until  the  Assets or rights  are  transferred  at the  Closing
hereunder.

Section 7.11      Survival.  None of the representations or warranties
contained in this Agreement shall survive the Closing of the Contemplated
Transactions.

ARTICLE VIII

                                 DEFINITIONS

Section 8.1 Definitions.  (a)  The following terms, as used herein, have the
following meanings:

      "Acquisition  Proposal" shall mean any proposal for the acquisition of, or
merger or other business combination involving CDBeat or Cakewalk or the sale of
any  controlling  equity  interest  in,  CDBeat  or  Cakewalk,  other  than  the
transactions contemplated by this Agreement.

      "Affiliate"  of any  person  shall  mean  any  other  person  directly  or
indirectly through one or more intermediary persons, controlling,  controlled by
or under common control with such person.

      "Agreement"  or "this  Agreement"  shall  mean,  and the  words  "herein,"
"hereof"  and  "hereunder"  and words of similar  import  shall  refer to,  this
agreement as it from time to time may be amended.

      The term "audit" or "audited" when used in regard to financial  statements
shall mean an examination  of the financial  statements by a firm of independent
certified  public  accountants in accordance  with generally  accepted  auditing
standards for the purpose of expressing an opinion thereon.


                                       28
<PAGE>

      "Certificate of Incorporation" shall mean, in the case of any corporation,
the  certificate of  incorporation,  articles of  incorporation  or charter of a
corporation,  howsoever  denominated  under the laws of the  jurisdiction of its
incorporation.

      "Code" shall mean the Internal Revenue Code of 1986, as amended.

      "Contract"  shall mean any contract,  agreement,  indenture,  note,  bond,
lease,  conditional sale contract,  mortgage,  license,  franchise,  instrument,
commitment  or other  binding  arrangement,  whether  written  or oral,  and all
modifications and amendments thereto and substitutions thereof.

      The term  "control,"  with respect to any person,  shall mean the power to
direct the management and policies of such person, directly or indirectly, by or
through stock  ownership,  agency or otherwise,  or pursuant to or in connection
with an agreement,  arrangement or  understanding  (written or oral) with one or
more other persons by or through stock ownership,  agency or otherwise;  and the
terms  "controlling"  and  "controlled"  shall have meanings  correlative to the
foregoing.

      "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.

      "GAAP" shall mean generally  accepted  accounting  principles in effect on
the  date  hereof  as  set  forth  in the  opinions  and  pronouncements  of the
Accounting  Principles  Board of the  American  Institute  of  Certified  Public
Accountants  and  statements  and  pronouncements  of the  Financial  Accounting
Standards  Board or in such  other  statements  by such  other  entity as may be
approved by a  significant  segment of the  accounting  profession of the United
States.

      "Intellectual   Property   Rights"   shall   mean  all   patents,   patent
applications, trade names, trademarks, copyrights,  servicemarks,  trademark and
servicemark   registrations  and  applications,   trade  secrets,  formulae  and
specifications  and technical  know-how,  whether  currently being used or under
development,   including  engineering  and  other  drawings,  data,  design  and
specifications,  product literature and related materials,  in each case whether
owned or licensed.

       "IRS" shall mean the Internal Revenue Service.

      "Liability"  shall mean any direct or  indirect  indebtedness,  liability,
assessment, claim, loss, damage, deficiency, obligation or responsibility, fixed
or  unfixed,  choate  or  inchoate,  liquidated  or  unliquidated,   secured  or
unsecured,  accrued,  absolute,  actual or  potential,  contingent  or otherwise
(including any liability  under any guaranties,  letters of credit,  performance
credits or with respect to insurance loss accruals).

      "Lien"  shall  mean,  with  respect  to  any  asset,  any  mortgage,  lien
(including  mechanics,  warehousemen,  laborers  and  landlords  liens),  claim,
pledge,  charge,  security  interest,  preemptive right, right of first refusal,
option,  judgment,  title defect,  or  encumbrance  of any kind in respect of or
affecting such asset.



                                       29
<PAGE>

      The term  "person"  shall mean an  individual,  corporation,  partnership,
joint venture, association,  trust, unincorporated organization or other entity,
including a government or political  subdivision or an agency or instrumentality
thereof.

      "Subsidiary"  of  Cakewalk  or  CDBeat  shall  mean  any  person  of which
securities or other ownership  interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar functions
are owned directly or indirectly through one or more intermediaries, or both, by
Cakewalk or CDBeat.

      "Material Adverse Effect" with reference to a person shall mean a material
adverse effect on the business, properties or financial condition of such person
and its subsidiaries taken as whole.

      "Tax"  (including,   with  correlative  meaning,  the  terms  "Taxes"  and
"Taxable")  shall mean  (i)(A) any net income,  gross  income,  gross  receipts,
sales, use, ad valorem, transfer,  transfer gains, franchise,  profits, license,
withholding,  payroll,  employment,  excise, severance,  stamp, rent, recording,
occupation,  premium, real or personal property,  intangibles,  environmental or
windfall  profits tax,  alternative or add-on minimum tax, customs duty or other
tax,  fee,  duty,  levy,  impost,  assessment  or charge of any kind  whatsoever
(including  but not  limited to taxes  assessed to real  property  and water and
sewer rents relating thereto), together with (B) any interest, penalty, addition
to tax, fine or other additional  amount imposed thereon or with respect thereto
by any Governmental  Body (domestic or foreign) (a "Tax Authority")  responsible
for the  imposition  of any such tax and interest in respect of such  penalties,
additions to tax,  fines or additional  amounts,  in each case,  with respect to
Cakewalk, CDBeat, the Business or the Assets (or the transfer thereof); (ii) any
liability for the payment of any amount of the type described in the immediately
preceding  clause  (i) as a result of  Cakewalk  or CDBeat  being a member of an
affiliated or combined group with any other  corporation at any time on or prior
to the  Closing  Date and (iii) any  liability  of  Cakewalk  or CDBeat  for the
payment of any amounts of the type described in the immediately preceding clause
(i) as a result of a contractual obligation to indemnify any other person.

      "Tax  Return"  shall  mean any  return  or  report  (including  elections,
declarations,   disclosures,   schedules,  estimates  and  information  returns)
required to be supplied to any Tax Authority.

      "Transaction Documents" shall mean, collectively, this Agreement, and each
of the other  agreements and  instruments to be executed and delivered by all or
some  of  the  parties  hereto  in  connection  with  the  consummation  of  the
transactions contemplated hereby.

(b) The following terms are defined in the following sections of this Agreement:

Term                                             Section
Annual Statements                                2.5
Assets                                           1.1(a)
Assumed Liabilities                              1.2(a)
Dylan                                            Recital


                                       30
<PAGE>

Dylan Subscription Agreement                     Recital
Audited Statements                               2.5
Business                                         Recital
Cakewalk                                         Recital
CDBeat                                           Recital
CDBeat Required Consents                         3.2
CDBeat Stock                                     Recital
Claims                                           2.9
Closing                                          1.4
Closing Date                                     1.4
Common Stock                                     3.5
Contemplated Transactions                        2.1
Excluded Assets                                  1.1(b)
Financial Statements                             2.5
Governmental Bodies                              2.10
Laws                                             2.10
New Board Members                                4.9
Orders                                           2.10
Permits                                          1.1(a)
Permitted Liens                                  2.7
Preferred Stock                                  3.5
Representatives                                  4.2
SEC Documents                                    3.7

Section 8.2  Interpretation.  Unless the context otherwise  requires,  the terms
defined in Section 8.1 shall have the meanings herein specified for all purposes
of this  Agreement,  applicable  to both the singular and plural forms of any of
the terms defined herein. All accounting terms defined in Section 8.1, and those
accounting  terms used in this  Agreement not defined in Section 8.1,  except as
otherwise expressly provided herein,  shall have the meanings  customarily given
thereto in accordance  with GAAP.  When a reference is made in this Agreement to
Sections,  such  reference  shall  be to a  Section  of  this  Agreement  unless
otherwise indicated.  The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement. Whenever the words "include," "includes" or "including" are used
in this  Agreement,  they shall be deemed to be followed  by the words  "without
limitation."



                                       31
<PAGE>




      IN WITNESS  WHEREOF,  the  undersigned  have  executed  this  Contribution
Agreement as of the date set forth above.

                                  CAKEWALK LLC


                                    By:
                                      Name:
                                     Title:


                                CDBEAT.COM, INC.


                                    By:
                                      Name:
                                     Title:






                                       32
<PAGE>




555456.9















                             Contribution AGREEMENT


                                   BETWEEN


                              CDBEAT.COM., INC.


                                     AND


                                  CAKEWALK LLC














                                OCTOBER 29, 1999









                                       33
<PAGE>




                              TABLE OF CONTENTS

                                                                          Page




ARTICLE I      TRANSFER AND ACQUISITION......................................1

      Section 1.1 Assets to be Transferred and Acquired......................1

      Section 1.2 Assumed Liabilities........................................2

      Section 1.3 Consideration..............................................3

      Section 1.4 Closing....................................................3

ARTICLE II     REPRESENTATIONS AND WARRANTIES OF CAKEWALK....................4

      Section 2.1 Authority Relative to this Agreement.......................4

      Section 2.2 No Conflicts; Consents.....................................4

      Section 2.3 Corporate Existence and Power..............................5

      Section 2.4 Charter Documents and Corporate Records....................5

      Section 2.5 Financial Information......................................5

      Section 2.6 Subsequent Events..........................................5

      Section 2.7 The Assets.................................................5

      Section 2.8 Contracts..................................................6

      Section 2.9 Claims and Proceedings.....................................6

      Section 2.10Compliance with Laws.......................................6

      Section 2.11Finders' Fees..............................................6

      Section 2.12Investment Intent..........................................6

      Section 2.13Tax Matters................................................7

ARTICLE III    REPRESENTATIONS AND WARRANTIES OF CDBEAT......................7

      Section 3.1 Authority Relative to this Agreement.......................7

      Section 3.2 No Conflicts; Consents.....................................7

      Section 3.3 Corporate Existence and Power..............................8

      Section 3.4 Charter Documents and Corporate Records....................8

      Section 3.5 Capitalization.............................................8

      Section 3.6 CDBeat Stock...............................................8

      Section 3.7 Filings....................................................8

      Section 3.8 Financial Statements.......................................9

      Section 3.9 Subsequent Events..........................................9

      Section 3.10Assets of CDBeat..........................................10


                                       -i-


                                       34
<PAGE>

                              TABLE OF CONTENTS
                                (continued)
                                                                         Page

      Section 3.11Contracts................................................10

      Section 3.11Intangible Property......................................10

      Section 3.13Compliance with Laws.....................................10

      Section 3.14Claims...................................................10

      Section 3.15Finders' Fee.............................................11

      Section 3.16Tax Matters..............................................11

ARTICLE IV     COVENANTS AND AGREEMENTS....................................11

      Section 4.1 Conduct of Business of Cakewalk and CDBeat...............11

      Section 4.2 Corporate Examinations and Investigations................12

      Section 4.3 Filings and Authorizations...............................12

      Section 4.4 Efforts to Consummate....................................12

      Section 4.5 Notices of Certain Events................................13

      Section 4.6 Public Announcements.....................................13

      Section 4.7 Expenses.................................................13

      Section 4.8 Tax Considerations.......................................13

      Section 4.9 Negotiations With Others.................................13

      Section 4.10Past-Closing Restructurin................................14

CONDITIONS TO CLOSING......................................................14

      Section 5.1 Conditions to the Obligations of the Parties.............14

      Section 5.2 Conditions to the Obligations of Cakewalk................15

      Section 5.3 Conditions to the Obligations of CDBeat..................16

ARTICLE VI     TERMINATION.................................................17

      Section 6.1 Termination..............................................17

      Section 6.2 Effect of Termination; Right to Proceed..................18

ARTICLE VII    MISCELLANEOUS...............................................18

      Section 7.1 Notices..................................................18

      Section 7.2 Entire Agreement.........................................19

      Section 7.3 Waivers and Amendments; Non-Contractual Remedies;
                  Preservation of Remedies.................................19

      Section 7.4 Governing Law............................................20


                                     -iii-


                                       35
<PAGE>

                              TABLE OF CONTENTS
                                (continued)
                                                                          Page


      Section 7.5 Binding Effect; No Assignment.............................20

      Section 7.6 Exhibits..................................................20

      Section 7.7 Severability..............................................20

      Section 7.8 Counterparts..............................................20

      Section 7.9 Third Parties.............................................20

      Section 7.10Title and Risk of Loss....................................20

      Section 7.11Survival..................................................20

ARTICLE VIII   DEFINITIONS..................................................21

      Section 8.1 Definitions...............................................21

      Section 8.2 Interpretation............................................23



                                  SCHEDULES

Schedule 2.2 -                      Cakewalk Required Consents
Schedule 2.6 -                      Subsequent Events - Cakewalk
Schedule 2.7 -                      Liens of Cakewalk
Schedule 2.8 -                      Contracts of Cakewalk
Schedule 2.9 -                      Claims and Proceedings - Cakewalk
Schedule 3.2 -                      CDBeat Required Consents
Schedule 3.5 -                      Capitalization of CDBeat
Schedule 3.9 -                      Subsequent Events - CDBeat
Schedule 3.10 -                     Assets of CDBeat
Schedule 3.11 -                     Contracts of CDBeat
Schedule 3.13 -                     Intangible Property of CDBeat
Schedule 3.15 -                     Claims and Proceedings - CDBeat
Schedule 3.17 -                     Tax Matters - CDBeat


                                    EXHIBITS

Exhibit A -.                        Dylan Subscription Agreement





                                       36
<PAGE>







556427.4
                          CAKEWALK MEMBERSHIP INTEREST
                             SUBSCRIPTION AGREEMENT


            CAKEWALK   MEMBERSHIP   INTEREST    SUBSCRIPTION    AGREEMENT   (the
"Agreement"),  dated as of October 29, 1999 by and between DYLAN LLC, a Delaware
limited  liability  company  ("Dylan"),  and  CAKEWALK  LLC, a Delaware  limited
liability company ("Cakewalk"):


                             W I T N E S S E T H:


            WHEREAS,  Atlantis  Equities,  Inc., a Delaware  corporation  and an
affiliate of Dylan, is the holder of a stock purchase  warrant,  dated September
23,  1999 (the  "Atlantis  Warrant"),  issued by  CDBeat.com,  Inc.,  a Delaware
corporation  ("CDBeat"),  pursuant to which  Atlantis  has the right to purchase
eighty (80%) percent of the issued and  outstanding  voting shares of the common
stock, par value $.001 (the "CDBeat Stock"), of CDBeat; and

            WHEREAS,   Cakewalk  has  entered  into  that  certain  contribution
agreement,  dated the date hereof,  with CDBeat (the "Contribution  Agreement"),
pursuant  to which  Cakewalk  has  agreed  to  contribute  and  assign to CDBeat
substantially  all of the assets of Cakewalk  in exchange  for 90% of the CDBeat
stock in a transaction intended to qualify under ss. 351 of the Internal Revenue
Code of 1986, as amended (the "Code");

            WHEREAS,  Dylan  desires to acquire and Cakewalk  desires to sell to
Dylan a membership  interest (the "Membership  Interest") in Cakewalk consisting
of Class A Units, as that term is defined in the Amended and Restated  Operating
Agreement (the "Operating Agreement") of Cakewalk dated as of February 13, 1998,
a copy of which has been reviewed by Dylan;

            NOW, THEREFORE,  in consideration of the premises and the respective
mutual agreements,  covenants,  representations and warranties herein contained,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which hereby are acknowledged, the parties agree as follows:

1.  Purchase and Sale of  Membership  Interest.  Subject to all of the terms and
conditions of this Agreement,  Cakewalk agrees to sell,  transfer and deliver to
Dylan the Membership  Interest and Dylan agrees to purchase,  acquire and accept
from Cakewalk,  the Membership Interest at the Closing (as hereinafter defined),
free and clear of all liens, pledges and encumbrances.

2.  Consideration.  The purchase price (the "Purchase Price") for the Membership
Interest  shall be  $900,000,  payable on the Closing  Date by wire  transfer of
immediately available funds to an account designated by Cakewalk.

3.  Closing.  The  closing  ("Closing")  shall take place at the offices of Baer
Marks & Upham  LLP,  805 Third  Avenue,  New York,  New York 10022 at 10:00 a.m.
local time on the date on which the  closing  under the  Contribution  Agreement



                                       37
<PAGE>

occurs, or at such other date, time or place as the parties may
agree (the "Closing Date").

4.    Admission of Dylan as Member; Amendment of Operating Agreement; Use of
Subscription Funds.

(a) At the Closing,  the Atlantis Warrant will be transferred to Dylan and Dylan
will be admitted as a Member of Cakewalk  holding a Class A Unit  pursuant to an
amendment to the Operating Agreement (the "Amendment") under which:

(i) The Membership Interest will entitle Dylan to be allocated and thereafter to
receive a distribution,  immediately  following a closing under the Contribution
Agreement, of 7,819,092 shares of CDBeat Stock;

(ii) The current  members of Cakewalk (the  "Existing  Members") will agree that
gain ("Gain")  recognized by Cakewalk,  if any, as a result of the  transactions
contemplated by this Agreement and the Contribution  Agreement will be allocated
to the Existing Members and not to Dylan;

                        Cakewalk acknowledges and agrees that, at the
Closing,  the  Atlantis  Warrant will be amended to (A)  eliminate  the right of
Dylan to acquire  7,819,092  shares of CDBeat  Stock;  (B) require  Dylan to pay
CDBeat  $100,000  on or prior to the  Closing to acquire  762,064  options  from
CDBeat  exercisable  at $2.50 each until  December  31,  2000 and (C) retain the
registration  rights reflected  therein with respect to all securities of CDBeat
owned by Dylan, it being understood by Dylan that all principal  stockholders of
CDBeat will be entitled to substantially similar registration rights; and

                        Dylan will agree to be bound by and observe all the
terms of the Operating Agreement.

(b) Cakewalk hereby agrees to indemnify and hold Atlantis, Dylan and the members
of  Dylan  harmless  from and  against  any  cost,  damages  or loss  (including
reasonable  accounting  and  legal  fees)  as a result  of any Gain  that may be
allocated to it by Cakewalk,  and any taxable  income  relating to the amendment
(but  not the  assignment,  transfer,  or  other  disposition)  of the  Atlantis
Warrant,  the acquisition of the Membership  Interest or the distribution of the
CDBeat  Stock to Dylan,  notwithstanding  the  provisions  of  Section  4(a)(ii)
hereof.

(c) Cakewalk  agrees to contribute  the proceeds of the Purchase Price to CDBeat
pursuant to the Contribution Agreement.

5.    Representations and Warranties of Cakewalk.  Cakewalk represents and
warrants to Dylan as follows:

(a) Due  Execution.  Cakewalk has full power,  capacity and authority to execute
and deliver this  Agreement  and to  consummate  the  transactions  contemplated
hereby  (the  "Contemplated  Transactions").  This  Agreement  has been duly and
validly executed and delivered by Cakewalk and constitutes the valid and binding


                                       38
<PAGE>

agreement of  Cakewalk,  enforceable  against  Cakewalk in  accordance  with its
terms,  except  as  may  be  limited  by  applicable   bankruptcy,   insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
or by the principles governing the availability of equitable remedies.

(b) No Conflicts. The execution and delivery of this Agreement, the consummation
of the  Contemplated  Transactions and the fulfillment of the terms thereof will
not (i) violate any provision of the  Certificate  of Formation or the Operating
Agreement of Cakewalk (the "Cakewalk Organizational Documents"); (ii) constitute
a breach of or result in a  termination  or  modification  of, or  constitute  a
default  under,  or conflict with or cause any  acceleration  of any  obligation
under, or permit any other party to modify or terminate,  any agreement or other
instrument relating to Cakewalk; or (iii) violate any judgment, decree, order or
award of any court, governmental body or arbitrator relating to Cakewalk.

(c)  Consents.  Except for any filings  that may be necessary  under  applicable
securities laws, no consent,  approval or  authorization  of, or registration or
filing with, any governmental  authority or other regulatory agency or any other
person is required to be made by Cakewalk in  connection  with the  execution or
delivery of this Agreement or the consummation of the Contemplated Transactions.

6.    Representations and Warranties of Dylan.  Dylan represents and warrants
to Cakewalk as follows:

(a) Due Execution.  Dylan has full power,  capacity and authority to execute and
deliver this Agreement and to consummate  the  Contemplated  Transactions.  This
Agreement  has  been  duly and  validly  executed  and  delivered  by Dylan  and
constitutes the valid and binding agreement of Dylan,  enforceable against Dylan
in accordance with its terms, except as may be limited by applicable bankruptcy,
insolvency,  reorganization,  moratorium  or similar laws  affecting  creditors'
rights  generally or by the principles  governing the  availability of equitable
remedies.

(b) No Conflicts. The execution and delivery of this Agreement, the consummation
of the  Contemplated  Transactions and the fulfillment of the terms thereof will
not (i) violate any provision of the Certificate of  Incorporation or By-laws of
Dylan;  (ii)  constitute a breach of or result in a termination or  modification
of, or constitute a default under, or conflict with or cause any acceleration of
any  obligation  under,  or permit any other party to modify or  terminate,  any
agreement or other instrument  relating to Dylan; or (iii) violate any judgment,
decree, order or award of any court, governmental body or arbitrator relating to
Dylan.

(c)  Consents.  Except for any filings  that may be necessary  under  applicable
securities laws, no consent,  approval or  authorization  of, or registration or
filing with, any governmental  authority or other regulatory agency or any other
person is  required  to be made by Dylan in  connection  with the  execution  or
delivery of this Agreement or the consummation of the Contemplated Transactions.

(d) Investment Intention. Dylan is acquiring the Membership Interest for its own
account  and not  with a  present  intention  to  make  any  sale,  disposition,
distribution or other transfer of the Membership Interest in a manner that would
be in violation of any applicable securities laws.



                                       39
<PAGE>

(e) Investigation by Dylan. Dylan has such knowledge and experience in financial
and business  matters that it is capable of  evaluating  the merits and risks of
the subscription for the Membership Interest  contemplated hereby and it is able
to bear the economic risk of such subscription for an indefinite period of time.
It has  been  furnished  access  to such  information  and  documents  as it has
requested and has been afforded an  opportunity  to ask questions of and receive
answers from  representatives of Cakewalk concerning the terms and conditions of
this Agreement and the  subscription  for the Membership  Interest  contemplated
hereby.

7.    Notices of Certain Events.  Each of Cakewalk and Dylan shall promptly
notify the other of:

(a) any notice or other  communication from any person alleging that the consent
of such  person  is or may be  required  in  connection  with  the  Contemplated
Transactions;

(b) any notice or other  communication  from any governmental body in connection
with the Contemplated Transactions; and

(c) any event,  condition or circumstance occurring from the date hereof through
the  Closing   Date  that  would   constitute  a  violation  or  breach  of  any
representation  or  warranty,  whether  made as of the date  hereof or as of the
Closing Date, or that would  constitute a violation or breach of any covenant of
any party contained in this Agreement.

8. Public Announcements.  Cakewalk and Dylan will consult with each other before
issuing any press release or otherwise  making any public statement with respect
to the Contemplated  Transactions,  and will not issue any such press release or
make any such public  statement  without the prior  approval of the other party,
except as may be required by applicable law in which event the other party shall
have the right to review  and  comment  upon any such  press  release  or public
statement prior to its issuance.

9. Expenses.  Cakewalk agrees to bear and pay for all of its own and Dylan's and
Atlantis's  expenses in connection with the preparation,  execution and delivery
of this  Agreement  and the  Contemplated  Transactions  including  the expenses
incurred by Atlantis and Dylan in  connection  with  obtaining  and amending the
Atlantis  Warrant and preparing the related reports on Schedule 13D,  Securities
and Exchange Commission Forms 3 and 4 and any amendments thereto.

10. Board  Representation.  If, following the closing, the Board of Directors of
CDBeat (the "CDBeat  Board") is expanded to seven members,  Dylan shall have the
right to designate two  representatives  out of seven to the CDBeat  Board,  and
must consent to any  expansion of the CDBeat  Board.  The parties agree to cause
CDBeat  promptly  to obtain  D&O  insurance  with a  minimum  of $3  million  of
coverage,  and use its best efforts to obtain $5 million of such coverage in the


                                       40
<PAGE>

near  future.  CDBeat  Board  members  designated  by Dylan shall be entitled to
receive the same  compensation  (stock options,  fees,  etc.) as are received by
other  non-management  CDBeat Board  members.  By signing this  Agreement  where
indicated below,  Robert Miller agrees to vote all shares  beneficially owned by
him in favor of the  election of the Dylan  designees,  and Dylan agrees to vote
all  shares  owned  by it in favor  of the  election  of  Robert  Miller  or his
designee.

11.   Mutual Conditions.  The obligations of the parties hereunder are
subject to the fulfillment of each of the following conditions:

(a) Closing Under the Contribution Agreement. The closing under the Contribution
Agreement shall occur concurrently with the closing hereunder.

(b)  Amendment.  Dylan and the  Existing  Members  shall have  entered  into the
Amendment  and  such  Amendment  shall  be  in  form  and  substance  reasonably
satisfactory to Cakewalk and Dylan.

(c) No Injunction.  No injunction,  judgment or order,  nor any provision of any
applicable law, statute, code, ordinance,  rule, regulation or other requirement
of any  governmental  body,  shall prohibit the consummation of the Contemplated
Transactions.

12.  Conditions to the  Obligations  of Cakewalk.  All  obligations  of Cakewalk
hereunder are subject to the fulfillment of each of the following conditions:

(a) Performance.  Dylan shall have performed in all material respects all of its
obligations  hereunder required to be performed by it at or prior to the Closing
Date.

(b) Representations and Warranties.  The representations and warranties of Dylan
contained in this Agreement and in any certificate or other writing delivered by
Dylan  pursuant  hereto shall be true in all material  respects at and as of the
Closing Date as if made at and as of such time.

(c) Purchase Price. In accordance with the provisions of Section 2 hereof, Dylan
shall have paid the Purchase  Price by wire  transfer of  immediately  available
funds to Cakewalk (or in such other manner acceptable to Cakewalk).

(d) Amendment of Warrant.  The Atlantis Warrant shall be amended as contemplated
by the provisions of Section  4(a)(iii) and such amendment  shall be in form and
substance reasonably satisfactory to Dylan.

13.  Conditions to the Obligations of Dylan.  All obligations of Dylan hereunder
are  subject,  at its  option,  to the  fulfillment  of  each  of the  following
conditions:

(a) Performance.  Cakewalk shall have performed in all material  respects all of
its obligations hereunder required by it at or prior to the Closing Date.

(b)  Representations  and  Warranties.  The  representations  and  warranties of
Cakewalk  contained in this  Agreement and in any  certificate  or other writing
delivered by Cakewalk  pursuant hereto shall be true in all material respects at
and as of the Closing Date as if made at and as of such time.


                                       41
<PAGE>


(c)  Engagement  of Atlantis.  At the Closing,  CDBeat shall have  confirmed the
retention of Atlantis as its exclusive  financial advisor pursuant to the letter
agreement dated the date hereof between Atlantis and Cakewalk.

(d)  Material  Changes.  No  amendment  shall have  occurred,  without the prior
consent of Dylan, in the Cakewalk Organizational  Documents,  the Certificate of
Incorporation or By-Laws of CDBeat, or the Contribution Agreement.

14.   Termination.  If the Contribution Agreement is terminated, this
Agreement shall be terminated concurrently therewith.

15.   Miscellaneous

(a) Captions. The section and other headings contained in this Agreement are for
reference  purposes only and shall not affect the meaning or  interpretation  of
this Agreement.

(b) Cooperation.  Subject to the terms and conditions  herein provided,  each of
the parties hereto shall use its diligent efforts to take, or cause to be taken,
such action, to execute and deliver, or cause to be executed and delivered, such
additional  documents and instruments and to do, or cause to be done, all things
necessary,  proper or advisable under the provisions of this Agreement and under
applicable law, to effectuate the purpose of this Agreement.

(c)  Notices.  (i) Any  notice  or other  communication  required  or  permitted
hereunder  shall be in  writing  and  shall  be  delivered  personally  by hand,
telecopied,  or mailed,  certified  or  registered,  return  receipt  requested,
postage prepaid as follows:

                        if to Dylan, to:

                        Dylan LLC
                        750 Lexington Avenue, 23rd Floor
                        New York, NY 10022
                        Telecopier: (212) 750-6667



                                       42
<PAGE>




                        with a copy to:

                        Squadron Ellenoff Plesent & Sheinfeld
                        551 Fifth Avenue
                        New York, NY 10176
                        Telecopier: (212) 697-6686
                        Attention: Kenneth R. Koch, Esq.

                        if to Cakewalk, to:

                        Cakewalk LLC
                        250 West 57th Street, Suite 720
                        New York, New York  10107
                        Attention: Robert Miller, President
                        Telecopier: (212) 265-1667

                        with a copy to:

                        Baer Marks & Upham LLP
                        805 Third Avenue
                        New York, New York 10022-7513
                        Telecopier: (212) 702-5941
                        Attention: Ivan W. Dreyer, Esq.

(ii) Each notice or other communication shall be deemed given (A) on the date of
delivery if delivered by messenger,  overnight courier or other similar personal
delivery; (B) on the date of transmission,  if transmitted by telecopier; or (C)
three days after the date of deposit  in the mails,  if mailed by  certified  or
registered mail, return receipt requested.

(iii) Any party,  by notice given in  accordance  with this Section to the other
parties,  may designate  another  address (or  telecopier  number) or person for
receipt of notices hereunder. Notices by a party may be given by counsel to such
party.

(d) Entire  Agreement.  This Agreement  contains the entire  agreement among the
parties  with  respect to the subject  matter  hereof and  supersedes  all prior
agreements or undertakings, written or oral, of any nature whatsoever.

(e) Amendments.  This Agreement may not be amended nor shall any waiver, change,
modification,  consent or  discharge  be  effected  except by an  instrument  in
writing  executed  by  or on  behalf  of  the  party  seeking  or  against  whom
enforcement of any amendment, waiver, change, modification, consent or discharge
is sought.

(f) No Waiver.  Any  failure or delay on the part of a party in  exercising  any
power or right hereunder  shall not operate as a waiver  thereof,  nor shall any
single or  partial  exercise  of any such right or power  preclude  any other or
further  exercise  thereof or the exercise of any other right or power hereunder
or otherwise  available in law or in equity. Any waiver of any default hereunder
shall not be effective unless in writing.


                                       43
<PAGE>


(g)  Severability.  If any  provisions of this Agreement for any reason shall be
held to be illegal,  invalid or unenforceable,  such illegality shall not affect
any other provision of this Agreement,  but this Agreement shall be construed as
if such illegal, invalid or unenforceable provision had never been herein.

(h) 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.

(i)  Binding  Effect.  This  Agreement  and all of its  provisions,  rights  and
obligations  shall be binding upon and shall inure to the benefit of the parties
hereto and their  respective  successors and permitted  assigns.  Nothing herein
express or implied is  intended  or shall be  construed  to confer  upon or give
anyone  other  than the  parties  hereto  and their  respective  successors  and
permitted assigns any rights or benefits under of by reason of this Agreement.

(j)  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.  This  Agreement  shall  become  binding  when one or more
counterparts hereof,  individually or taken together,  shall bear the signatures
of all of the parties reflected hereon as the signatories.




                                       44
<PAGE>



            IN WITNESS  WHEREOF,  the parties hereto have executed this Cakewalk
Membership Interest Subscription Agreement as of the date set forth above.


                                  CAKEWALK LLC


                                    By:
                                      Name:
                                     Title:


                                    DYLAN LLC


                                    By:
                                      Name:
                                     Title:

                                       45
<PAGE>



                                EX-2(b)
                           Amendement Agreement

                                       46
<PAGE>

                             AMENDMENT AGREEMENT


            AMENDMENT AGREEMENT (the "Agreement"), dated as of November 16, 1999
by and among ATLANTIS EQUITIES, INC., a New York corporation ("Atlantis"), DYLAN
LLC, a  Delaware  limited  liability  company  ("Dylan"),  CDBEAT.COM,  INC.,  a
Delaware  corporation  ("CDBeat"),  CAKEWALK LLC, a Delaware  limited  liability
company  ("Cakewalk") and 32 RECORDS LLC, a Delaware limited  liability  company
("32 Records").


                             W I T N E S S E T H:


            WHEREAS,  Atlantis is the holder of a stock purchase warrant,  dated
September 23, 1999 (the "Atlantis Warrant"), issued by CDBeat, pursuant to which
Atlantis has the right to purchase  (i) eighty  (80%)  percent of the issued and
outstanding  voting shares of the common  stock,  par value $.001 per share (the
"CDBeat Stock"),  of CDBeat, and (ii) options  exercisable for 762,064 shares of
CDBeat Stock; and

            WHEREAS,   Cakewalk  has  entered  into  that  certain  contribution
agreement,  dated  as of  October  29,  1999,  with  CDBeat  (the  "Contribution
Agreement"),  pursuant to which  Cakewalk has agreed to contribute and assign to
CDBeat  substantially  all of the assets of Cakewalk in exchange  for 90% of the
CDBeat stock in a transaction  intended to qualify under ss. 351 of the Internal
Revenue Code of 1986, as amended (the "Code");

            WHEREAS,  Dylan,  an affiliate  of  Atlantis,  has entered into that
certain subscription agreement, dated as of October 29, 1999, with Cakewalk (the
"Dylan  Subscription  Agreement"),  pursuant to which Dylan has subscribed for a
membership interest in Cakewalk;

            WHEREAS, in lieu of CDBeat directly acquiring the Assets of Cakewalk
and assuming  substantially  all of its  Liabilities,  CDBeat  wishes to have 32
Records, a limited liability company wholly owned by CDBeat, acquire such Assets
and assume such Liabilities;

            WHEREAS,  Cakewalk  and  Dylan  desire to  cancel  the  Subscription
Agreement and terminate their respective rights and obligations thereunder; and

            WHEREAS,  Atlantis  desires to transfer  the portion of the Atlantis
Warrant,  as amended  (as set forth in Section  1,  hereto) to Dylan,  and Dylan
desires to exercise such portion;

            WHEREAS, Atlantis desires to exercise the balance of the Atlantis
Warrant, as amended; and

            WHEREAS,  Cakewalk,  32 Records,  Atlantis  and Dylan agree that the
acquisition  of CDBeat Stock in exchange for the Assets of Cakewalk  pursuant to
the terms and conditions of the Contribution Agreement, as amended hereby, shall
occur  simultaneously  at  the  Closing  and  immediately  after  such  Closing,
Cakewalk,  Atlantis  and Dylan will own in the  aggregate  approximately  89.20%
percent of the CDBeat Stock;


                                       47
<PAGE>


            NOW, THEREFORE,  in consideration of the premises and the respective
mutual agreements,  covenants,  representations and warranties herein contained,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which hereby are acknowledged, the parties agree as follows:

1. Amendment and Exercise of Atlantis Warrant.  Concurrently with the closing of
the transactions contemplated by the Contribution Agreement (the "Closing"), 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").  At the
Closing, CDBeat shall deliver to Dylan certificates representing the Dylan Stock
and shall deliver to Atlantis certificates representing the Atlantis Stock.

2.    Cancellation of Subscription Agreement.  The Subscription Agreement is
hereby terminated and shall be of no further force and effect.

3.    Modification of Contribution Agreement.  The Contribution Agreement is
hereby modified as follows:

(a) The text of the  second  recital  shall be  deleted  and  replaced  with the
following:  "Cakewalk  desires to  contribute  and  assign to 32 Records  LLC, a
wholly owned limited liability company of CDBeat ("32 Records"),  and 32 Records
desires  to  acquire  from  Cakewalk,   substantially  all  of  the  assets  and
liabilities relating to the Business in exchange for the issuance to Cakewalk of
approximately  46% of the issued  and  outstanding  voting  shares of the common
stock,  par value $.001, of CDBeat (the "CDBeat Stock") in a transaction,  which
in  conjunction  with the  concurrent  acquisition  of CDBeat Stock by Dylan and
Atlantis is,  intended to qualify under ss. 351 of the Code, upon and subject to
the terms and conditions hereinafter set forth".

(b) The  text of the  third  recital  shall be  deleted  and  replaced  with the
following: "Atlantis Equities, Inc., a Delaware corporation ("Atlantis"), is the
holder of a stock  purchase  warrant,  dated  September 23, 1999 (the  "Atlantis
Warrant"),  issued by  CDBeat.com,  Inc.,  a  Delaware  corporation  ("CDBeat"),
pursuant to which Atlantis has the right to purchase (i) eighty (80%) percent of
the issued and  outstanding  voting shares of the common stock,  par value $.001
per share (the "CDBeat  Stock"),  of CDBeat,  and (ii) options  exercisable  for
762,064 shares of CDBeat Stock";

(c) The words "including,  without  limitation,  the moneys received by Cakewalk
from Dylan under the Dylan Subscription  Agreement" contained in Section 1.1 (a)
(ix) shall be deleted;

(d) The first paragraph of Section 1.1 (a) shall be amended to read: "Subject to
Section 1.1(b) hereof and to the other terms and  conditions of this  Agreement,
at the Closing (as  hereinafter  defined),  Cakewalk  will  contribute,  assign,
transfer  and  convey to 32  Records,  free and clear of all Liens  (other  than



                                       48
<PAGE>

Permitted  Liens),  and 32  Records  shall  acquire  from  Cakewalk,  all of the
tangible  and  intangible  assets  used,  held for use or useful in the Business
(collectively, the "Assets") including:";

(e)   Section 1.1(a)(ii) is deleted in its entirety;

(f)  Section  1.1(b)  shall be  modified  to add the  following  after the words
"including,   without  limitation":  "all  of  the  capital  stock  of  Cakewalk
Productions,  Inc. and Cakewalk  Productions  II, Inc.,  each of which is in the
process of being dissolved";

(g) The first  paragraph  of Section  1.2 (a) shall be amended to read:  "At the
Closing,  32 Records shall assume all  liabilities  and  obligations  (including
contingent liabilities and obligations) of Cakewalk pertaining to or arising out
of the  ownership  of the  Assets and the  operation  of the  Business,  whether
incurred  or existing  on or prior to the  Closing  Date or arising  thereafter,
including, but not limited to:";

(h)   Section 1.2 (a)(vii) is deleted in its entirety;

(i) The text of Section 1.2 (b) shall be deleted in its  entirety  and  replaced
with the following: "Notwithstanding the provisions of Section 1.2(a), except as
set forth in (vii),  above,  32 Records  shall not assume,  and  Cakewalk  shall
retain,  any income Tax  Liability of Cakewalk,  nor shall 32 Records  assume or
guaranty any liability or obligation of Cakewalk BRE LLC.";

(j) The text of Section 1.3 shall be deleted in its entirety  and replaced  with
the following: "In consideration for the contribution,  assignment, transfer and
conveyance by Cakewalk to 32 Records of the Assets, at the Closing, CDBeat shall
issue to Cakewalk  8,307,785 shares of CDBeat Stock, being such number of shares
of CDBeat  Stock as shall  equal,  after  giving  effect to such  issuance,  the
conversion  of  CDBeat's   outstanding   shares  of  Preferred   Stock  and  the
cancellation of certain other shares all as hereinafter described, approximately
46% of the issued and outstanding common stock of CDBeat.";

(k) Section 3.3 shall be modified to add the following: "32 Records is a limited
liability  company duly organized,  validly  existing and in good standing under
the laws of the State of Delaware and has all requisite corporate powers and all
material governmental licenses, authorizations,  consents and approvals required
to carry on its business as now conducted.";

(l) The second  and third  sentences  of  Section  3.5 shall be deleted in their
entirety and replaced with the following: "As of the date hereof, the issued and
outstanding  capital stock of CDBeat consists of (A) 4,504,197  shares of Common
Stock, and (B) 50,000 shares of "Series C" Preferred Stock.  There are currently
no shares of "Series A" Preferred Stock or "Series B" Preferred Stock issued and
outstanding.";

(m) The text of Section  5.1(c) is deleted in its entirety and shall be replaced
with  the  following:  "Exercise  of  Atlantis  Warrant.  Concurrently  with the
Closing,  in connection  with the exercise by Dylan of a portion of the Atlantis
Warrant,  Dylan  shall have paid  $900,000  to CDBeat  and shall  have  received


                                       49
<PAGE>


7,037,183  shares  of CDBeat  Stock,  and in  connection  with the  exercise  by
Atlantis of a portion of the Atlantis Warrant, Atlantis shall have paid $100,000
and  received  781,909  shares of CDBeat  Stock and 762,064  options from CDBeat
exercisable at $2.50 each until December 31, 2000.";

(n) Section 5.3 (d) (v) is deleted in its  entirety  and shall be replaced  with
the  following:  "Such  instruments of conveyance as may be needed to convey the
Assets from Cakewalk to 32 Records"; and

(o) The  reference  to the  definition  of the  "Dylan  Subscription  Agreement"
contained in Section 8.1 (b) shall be deleted in its entirety.

4. Post-Closing  Capitalization  of CDBeat.  The parties agree that after giving
effect to the  transactions  contemplated by the Amendment  Agreement as amended
hereby,  CDBeat's outstanding shares of Common Stock, options and warrants shall
be held as reflected on Schedule A hereto with such schedule also reflecting the
shares of Common Stock currently planned to be reserved for senior management of
CDBeat.

5.  Confirmation  of  Engagement.  Concurrently  with the Closing,  CDBeat shall
assume all obligations of Cakewalk pursuant to the Engagement Letter dated as of
October 29, 1999 between Atlantis and Cakewalk.

6.  Reaffirmation.  Except as  expressly  modified  herein,  all other terms and
conditions contained in the Contribution Agreement are the same and shall remain
in full force and effect.  Any  capitalized  terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Contribution Agreement.

7. Expenses.  Cakewalk agrees to bear and pay for all of its own and Dylan's and
Atlantis's  expenses in connection with the preparation,  execution and delivery
of this  Agreement  and the  Contemplated  Transactions  including  the expenses
incurred by Atlantis and Dylan in  connection  with  obtaining  and amending the
Atlantis  Warrant and preparing the related reports on Schedule 13D,  Securities
and Exchange Commission Forms 3 and 4 and any amendments thereto.

8.    Miscellaneous

(a) Captions. The section and other headings contained in this Agreement are for
reference  purposes only and shall not affect the meaning or  interpretation  of
this Agreement.

(b) Cooperation.  Subject to the terms and conditions  herein provided,  each of
the parties hereto shall use its diligent efforts to take, or cause to be taken,
such action, to execute and deliver, or cause to be executed and delivered, such
additional  documents and instruments and to do, or cause to be done, all things
necessary,  proper or advisable under the provisions of this Agreement and under
applicable law, to effectuate the purpose of this Agreement.

(c)  Notices.  (i) Any  notice  or other  communication  required  or  permitted
hereunder  shall be in  writing  and  shall  be  delivered  personally  by hand,
telecopied,  or mailed,  certified  or  registered,  return  receipt  requested,
postage prepaid as follows:


                                       50
<PAGE>


                         if to Atlantis or to Dylan, to:

                        Atlantis Equities, Inc.
                        750 Lexington Avenue, 23rd Floor
                        New York, NY 10022
                        Telecopier: (212) 750-6667
                        Attention: Nancy Ellin, President

                        with a copy to:

                        Squadron Ellenoff Plesent & Sheinfeld
                        551 Fifth Avenue
                        New York, NY 10176
                        Telecopier: (212) 697-6686
                        Attention: Kenneth R. Koch, Esq.


                        If to CDBeat or 32 Records, one copy to:

                        CDBeat.com, Inc.
                        Bedford Towers
                        444 Bedford Street, Suite 8S
                        Stamford, Connecticut
                        Telecopier:  (203) 602-9995
                        Attn: Joel Arberman, President


                        with a copy to:

                        Squadron Ellenoff Plesent & Sheinfeld
                        551 Fifth Avenue
                        New York, NY 10176
                        Telecopier: (212) 697-6686
                        Attention: Kenneth R. Koch, Esq.

                        if to Cakewalk, to:

                        Cakewalk LLC
                        250 West 57th Street, Suite 620
                        New York, New York  10107
                        Attention: Robert Miller, President
                        Telecopier: (212) 265-1667


                                       51
<PAGE>


                        with a copy to:

                        Baer Marks & Upham LLP
                        805 Third Avenue
                        New York, New York 10022-7513
                        Telecopier: (212) 702-5941
                        Attention: Ivan W. Dreyer, Esq.

(ii) Each notice or other communication shall be deemed given (A) on the date of
delivery if delivered by messenger,  overnight courier or other similar personal
delivery; (B) on the date of transmission,  if transmitted by telecopier; or (C)
three days after the date of deposit  in the mails,  if mailed by  certified  or
registered mail, return receipt requested.

(iii) Any party,  by notice given in  accordance  with this Section to the other
parties,  may designate  another  address (or  telecopier  number) or person for
receipt of notices hereunder. Notices by a party may be given by counsel to such
party.

(d) 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.

(e)  Binding  Effect.  This  Agreement  and all of its  provisions,  rights  and
obligations  shall be binding upon and shall inure to the benefit of the parties
hereto and their  respective  successors and permitted  assigns.  Nothing herein
express or implied is  intended  or shall be  construed  to confer  upon or give
anyone  other  than the  parties  hereto  and their  respective  successors  and
permitted assigns any rights or benefits under of by reason of this Agreement.

(f)  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.  This  Agreement  shall  become  binding  when one or more
counterparts hereof,  individually or taken together,  shall bear the signatures
of all of the parties reflected hereon as the signatories.






[SIGNATURES APPEAR ON THE FOLLOWING PAGE]




                                       52
<PAGE>



            IN WITNESS WHEREOF,  the parties hereto have executed this Amendment
Agreement as of the date set forth above.


                                  CAKEWALK LLC


                                    By:
                                       Name: Robert Miller
                                       Title:   President


                                    ATLANTIS EQUITIES, INC


                                    By:
                                       Name: Nancy Ellin
                                       Title:   President



                                    DYLAN LLC


                                    By:
                                       Name: Nancy Ellin
                                       Title:   President


                                CDBEAT.COM, INC.


                                    By:
                                       Name:   Joel Arberman
                                       Title:     President

                                 32 RECORDS LLC

                                    By: CDBeat.com, Inc.

                                    By:______________
                                      Name:
                                     Title:


                                       53
<PAGE>










559897.9
                                CDBEAT.COM, INC.
<TABLE>
<CAPTION>


                              SHARES
                          OUTSTANDING AS
          NAME              OF CLOSING       WARRANTS      OPTIONS          TOTAL

<S>                      <C>              <C>           <C>             <C>

CdBeat (including          1,954,773          ------       190,516        2,145,289
Arberman, Eggers &
public)
Dylan/Atlantis             7,819,092         -------       762,064        8,581,156
Cakewalk
   Lazard Group            3,751,358         -------       -------        3,751,358
   Bank Boston             2,134,499         -------       -------        2,134,499
   R. Miller               1,554,731         -------     1,955,750        3,510,481
   J. Dorn                   612,332         -------       -------          612,332
   Signet/MCG                254,865         -------       -------          254,865
                           8,307,785
EFI                      -----------        1,466,080      -------        1,466,080
Cliff Berger             -----------        ----------     293,215          293,215
   Total                  18,081,650        1,466,080    3,201,545       22,749,275

</TABLE>



                                       54
<PAGE>



                        EX-10
                Employment Agreement


                                       55
<PAGE>
                              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.


                                       56
<PAGE>




      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.


                                       57
<PAGE>




      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.


                                       58
<PAGE>



(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;


                                       59
<PAGE>


(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;


                                       60
<PAGE>


(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


                                       61
<PAGE>

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.


                                       62
<PAGE>


(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


                                       63
<PAGE>


                                  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



                                       64
<PAGE>

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


                                       65
<PAGE>


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
<PAGE>

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.



                                       67
<PAGE>


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
<PAGE>

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
<PAGE>





            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




                                       70
<PAGE>



                   EX-99.B3
                 Voting Agreement


                                       71
<PAGE>

                                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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