THIS AGREEMENT BETWEEN:

THIS AGREEMENT BETWEEN:


                              ▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
                  a company incorporated in the State of Nevada
                                 ("AngelAudio")

AND:

                                   RIZ ▇▇▇▇▇▇▇
              A person residing in the Province of British Columbia
                                   ("▇▇▇▇▇▇▇")

NOW THEREFORE THE PARTIES HEREBY AGREE AS OF THIS 23th Day of December, 1999 AS
FOLLOWS:

In consideration for $1 and other valuable consideration, ▇▇▇▇▇▇▇ transfers and
assigns the agency agreement between ▇▇▇▇▇▇▇▇▇▇.▇▇▇ Entertainment Inc. and Riz
▇▇▇▇▇▇▇, dated September 1, 1999 (the "Agency Agreement") to AngelAudio under
the following terms:

       1.     ▇▇▇▇▇▇▇ assigns all his rights and obligations pursuant to the
              Agency Agreement to AngelAudio.
       2.     ▇▇▇▇▇▇▇ transfers beneficial ownership of all assets in
              ▇▇▇▇▇▇▇▇▇▇.▇▇▇ Entertainment Inc. to AngelAudio.
       3.     ▇▇▇▇▇▇▇ assigns any agreements entered into on his behalf by
              ▇▇▇▇▇▇▇▇▇▇.▇▇▇ Entertainment Inc. to AngelAudio.
       4.     ▇▇▇▇▇▇▇ transfers control of any bank accounts operated by
              ▇▇▇▇▇▇▇▇▇▇.▇▇▇ Entertainment Inc. to Angelaudio.
       5.     Both parties agree to sign whatever documents are necessary to
              give effect to this agreement.


IN WITNESS WHEREOF this Agreement is entered into as of the date first written
above.

/s/ Riz ▇▇▇▇▇▇▇
-----------------------------------
Riz ▇▇▇▇▇▇▇



▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.

/s/ ▇▇▇ ▇▇▇▇▇▇
----------------------------------
Per:  Authorized Signatory