Exhibit 99.1 WARRANT AMENDMENT AGREEMENT WARRANT 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...

                                                                    Exhibit 99.1



                           WARRANT AMENDMENT AGREEMENT


         WARRANT 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"), and
XXXXXX.XXX, INC., a Delaware corporation ("CDBeat").

     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) 80% of the issued and outstanding voting
shares of the common stock, par value $.001 per share, of CDBeat, and (ii)
options exercisable for 762,064 shares of CDBeat stock; and

     WHEREAS, Atlantis desires to transfer a portion of the Atlantis Warrant to
Dylan, and Dylan desires to exercise such portion; and

     WHEREAS, Atlantis desires to exercise the balance of the Atlantis Warrant;

     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. The Atlantis Warrant is
hereby amended and replaced by two warrants, one of which shall be exercisable
for 7,037,183 shares of CDBeat Common Stock for an aggregate of $900,000 and
shall be owned by Dylan, LLC, and the other of which shall be exercisable for
781,909 shares of CDBeat Common Stock, and options to purchase an aggregate of
762,064 shares of CDBeat Common Stock exercisable at $2.50 per share, expiring
December 31, 2000, for an aggregate of $100,000 and shall be owned by Atlantis.
Both of such warrants are hereby exercised at the closing of the transaction
contemplated by the Contribution Agreement, dated as of October 29, 1999, as
amended.

     2. REGISTRATION RIGHTS. CDBeat acknowledges and agrees that both Dylan and
Atlantis are Holders within the meaning of the Atlantis Warrant entitled to the
registration rights provided therein.




     IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement this
16th day of November, 1999.


     ATLANTIS EQUITIES, INC.


     /s/ Xxxxx Xxxxx
     ------------------------
     By: Xxxxx Xxxxx




     DYLAN, LLC


     /s/ Xxxxx Xxxxx
     -------------------------
     By: Xxxxx Xxxxx




     XXXXXX.XXX, INC.


     /s/ Xxxx Xxxxxxxx
     -------------------------
     By: Xxxx Xxxxxxxx