ASSET TRANSFER AGREEMENT

                                                                    EXHIBIT 4.13

                            ASSET TRANSFER AGREEMENT

This Asset Transfer Agreement ("Agreement") dated this July 26, 2002 is made by
and between x.Xxxxxxx Corporation ("x.Xxxxxxx"), having it primary place of
business at 00000 Xxxxxxx Xxxxx Xxxxx Xxxxx, Xxx Xxxxx, XX 00000, and Xxxxx
Xxxxx and Xxxxxxx Xxxxxxxx ("Xxxxx/Xxxxxxxx"), whose primary contact address is
0000 Xxxxxxxx Xxx, Xxx Xxxxx, XX 00000, who are referred to jointly herein as
"Parties."

WHEREAS, x.Xxxxxxx wishes to launch a digital multimedia website; and

WHEREAS, Xxxxx/Xxxxxxxx have the rights to, or ownership of, certain tangible
and intangible assets (hereinafter "Assets") that x.Xxxxxxx deems potentially
valuable to its proposed digital multimedia website; and

WHEREAS, x.Xxxxxxx desires to acquire those Assets from Xxxxx/Xxxxxxxx and
Xxxxx/Xxxxxxxx desire to transfer those Assets to x.Xxxxxxx;

NOW THERFORE, the Parties hereby agree as follows:

1. Xxxxx/Xxxxxxxx agree and represent that they have ownership of, or legal
right to use, all Assets listed in Exhibit A of the Agreement. Exhibit A is
attached to and incorporated into this Agreement. Xxxxx/Xxxxxxxx agree and
represent that ownership of, or rights to, each of the Assets may be fully
transferred to x.Xxxxxxx.

2. Xxxxx/Xxxxxxxx hereby transfer all ownership, rights and interest in all
Assets listed in Exhibit A to x.Xxxxxxx as of the date of this Agreement stated
above.

3. In consideration of the transfer of Assets to x.Xxxxxxx described herein,
x.Xxxxxxx grants Xxxxx/Xxxxxxxx the following:

      A.    $50,000.00 worth of registered x.Xxxxxxx stock valued at $0.40;
            totaling 125,000 shares. The shares shall be distributed in two
            equal portions of 62,5000 shares, with 50% of each distribution
            (31,250 shares) registered to Xxxxx Xxxxx and the other 50% of each
            distribution (31,250 shares) registered to Xxxxxxx Xxxxxxxx. The
            distributions will be made within 7 business days of the occurrence
            of the events listed below:

            i.    The first distribution to be made upon approval of this
                  Agreement by the x.Xxxxxxx Board of Directors;

            ii.   The second distribution will be made upon the launch of the
                  site, currently scheduled for September 1, 2002.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement in duplicate
as of the year and day written first above.


                                                                     
x.Xxxxxxx                          Xxxxx/Xxxxxxxx

By: /s/                            By: /s/ Xxxxx Xxxxx                     By: /s/ Xxxxxxx Xxxxxxxx
    ----------------------------       ----------------------------            ----------------------------
    Signature                          Signature                               Signature

Name:                              Name: Xxxxx Xxxxx                       Name: Xxxxxxx Xxxxxxxx
      --------------------------         --------------------------              --------------------------


Date                               Date                                    Date:
     ---------------------------        ---------------------------              --------------------------





                                    EXHIBIT A

                                     ASSETS

I.    DOMAIN NAME/ADDRESS (xxx.xxxxxxxxxx.xxx)

b)  PHYSICAL WEBSITE

    Full Artist Upload/Download functionality
    Featured Artist/Promotional ennoblement function
    Self-generating "Top Ten" lists
    Ad/Banner serving functionality
    PHP Code 176 scripts, 26,000+ lines of code

c)  CONTENT
    1,979 Artists
    17,397 Titles

d)  DATABASE
    25,356 registered users (+1,979 Artists)
    27,000 + email addresses

e)  INTELLECTUAL PROPERTY
    Industry relationships
    Digital strategies


                                  EXHIBIT 4.13