THIS AGREEMENT BETWEEN:

THIS AGREEMENT BETWEEN:


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

AND:

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

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

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

       1.     Xxxxxxx assigns all his rights and obligations pursuant to the
              Agency Agreement to AngelAudio.
       2.     Xxxxxxx transfers beneficial ownership of all assets in
              Xxxxxxxxxx.xxx Entertainment Inc. to AngelAudio.
       3.     Xxxxxxx assigns any agreements entered into on his behalf by
              Xxxxxxxxxx.xxx Entertainment Inc. to AngelAudio.
       4.     Xxxxxxx transfers control of any bank accounts operated by
              Xxxxxxxxxx.xxx 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 Xxxxxxx
-----------------------------------
Riz Xxxxxxx



XXXXXXXXXX.XXX, INC.

/s/ Xxx Xxxxxx
----------------------------------
Per:  Authorized Signatory