EXHIBIT 10.1

TECHNOLOGY HORIZONS CORP.
1999 EQUITY INCENTIVE PLAN

1. NAME AND PURPOSE.

The name of this plan is the TECHNOLOGY HORIZONS CORP. 1998 Equity Incentive Plan (the "Plan"). The purpose of this Plan is to enable TECHNOLOGY HORIZONS CORP. (the "Company") and its Subsidiaries and Affiliates to attract and retain employees, consultants and directors who contribute to the Company's success by their ability, ingenuity and industry, and to enable such employees and directors to participate in the long-term success and growth of the Company through an equity interest in the Company.

2. DEFINITIONS.

For purposes of this Plan, the following terms shall be defined as set forth below:

"Affiliate" means any corporation (other than a subsidiary), partnership, joint venture or any other entity in which the Company owns, directly or indirectly, at least a ten percent (10%) beneficial ownership interest.

"Board" means the Board of Directors of the Company.

"Cause" means a felony conviction of a participant or the failure of a participant to contest prosecution for a felony, or a participant's willful or grossly negligent action which is demonstrably inimical to the interests, business or reputation of the Company or any Subsidiary or Affiliate.

"Code" means the Internal Revenue Code of 1986, as amended, or any successor thereto.

"Committee" means the Stock Option Committee of the Board, whose members shall be appointed from time to time by the Board. If at any time no Committee shall be in existence, the functions of the Committee specified in this Plan shall be exercised by the Board.

"Commission" means the Securities and Exchange Commission.

"Company" means TECHNOLOGY HORIZONS CORP., a corporation organized under the laws of the State of Delaware (or any successor corporation).

"Deferred Stock" means an award made pursuant to Section 10 of the right to receive Stock at the end of a specified deferral period.

"Director Stock Option" means any option to purchase shares of Stock granted pursuant to Section 7.

"Disability" means total and permanent disability as determined under the Company's long term disability program.

"Disinterested Person" shall have the meaning set forth in Rule 16b-3(d)(3) as promulgated by the Commission under the Exchange Act, or any successor definition adopted by the Commission.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and any successor thereto.

"Fair Market Value" means, as of any given date, the closing price of the Stock on such date on the National Association of Securities Dealers Automated Quotation System (NASDAQ) National Market System, or if not then traded or listed on that system, on the securities trading system or stock exchange on which the Stock is then primarily traded or listed; or if the stock is not traded or listed on an exchange the average of the reported high and low price on such date.

"Incentive Stock Option" means any Stock Option intended to be and designated as an "incentive stock option" within the meaning of Code Section 422.

"Non-Qualified Stock Option" means any Stock Option that is not an Incentive Stock Option.

"Normal. Retirement," solely for the purpose of this Plan means retirement from active employment with the Company, any Subsidiary, and any Affiliate on or after age 65.

"Plan" means this 1998 Equity Stock Incentive Plan.

"Restricted Stock" means an award of shares of Stock that are subject to restrictions under Section 9.

"Retirement" means Normal Retirement.

"Stock" means the common stock of the Company.

"Stock Appreciation Right" means a right granted under Section 8 to surrender to the Company all or a portion of a Stock Option in exchange for an amount equal to the difference between (i) the Fair Market Value, as of the date such Stock Option or such portion thereof is surrendered, of the shares of Stock covered by such Stock Option or such portion thereof, and (ii) the aggregate exercise price of such Stock Option or such portion thereof

"Stock Option" means any option to purchase shares of Stock granted pursuant to Section 6.

"Subsidiary" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations (other than the last corporation in the unbroken chain) owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.

3. ADMINISTRATION.

This Plan shall be administered by the Committee which shall at all times consist of not less than three Disinterested Persons (or, if there are less than three Disinterested Persons then serving on the Board of Directors, then all of such Disinterested Persons), each of whom shall be members of the Board of the Directors. The Committee shall have the power and authority to grant to eligible employees, pursuant to the terms of this Plan: (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock, or (iv) Deferred Stock. In particular, the Committee shall have the authority to:

3.1 Select the officers, other employees and consultants of the Company, its Subsidiaries, and its Affiliates to whom Stock Options, Stock Appreciation Rights, Restricted Stock or Deferred Stock awards, or a combination of the foregoing from time to time will be granted hereunder;

3.2 Determine whether and to what extent Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock or Deferred Stock, or a combination of the foregoing are to be granted hereunder;

3.3 Except as set forth in Section 7 hereof, determine the number of shares of Stock to be covered by each such award granted hereunder;

3.4 Determine the terms and conditions, not inconsistent with the terms of this Plan, of any award granted hereunder, including, but not limited to, any restriction on any Stock Option or other award and/or the shares of Stock relating thereto based on performance and/or such other factors as the Committee may determine, in its sole discretion, and any vesting acceleration features based on performance and/or such other factors as the Committee may determine, in its sole discretion;

3.5 Determine whether, to what extent, and under what circumstances Stock and other amounts payable with respect to an award under this Plan shall BE DEFERRED EITHER AUTOMATICALLY or at the election of a participant, including providing for and determining the amount (if any) of deemed earnings on any deferred amount during any deferral period;

3.6 Adopt, alter, and repeal such administrative rules, guidelines, and practices governing this Plan as it shall, from time to time, deem advisable;

3.7 Interpret the terms and provisions of this Plan and any award issued under this Plan (and any agreements relating thereto); and

3.8 Otherwise supervise the administration of this Plan.

All decisions made by the Committee pursuant to the provisions of this Plan shall be final and binding on all persons, including the Company and participants in this Plan.

4. STOCK SUBJECT TO PLAN.

The total number of shares of Stock reserved and available for distribution under this Plan shall be 3,000,000. Such shares may consist, in whole or in part, of authorized and unissued shares or treasury shares. If any shares of Stock that have been optioned cease to be subject to option, or if any shares subject to any Restricted Stock or Deferred Stock award granted hereunder are forfeited or such award otherwise terminates, those shares shall again be available for distribution in connection with future awards under this Plan.

In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, or other change in corporate structure affecting the Stock, a substitution or adjustment shall be made in the aggregate number of shares reserved for issuance under this Plan, in the number and option price of shares subject to outstanding Stock Options and Director Stock Options granted under this Plan, and in the number of shares subject to Restricted Stock or Deferred Stock awards granted under this Plan, in such manner as may be determined to be appropriate by the Committee, in its sole discretion, provided that the number of shares subject to any award shall always be a whole number. Such adjusted option price shall also be used to determine the amount payable by the Company upon the exercise of any Stock Appreciation Right associated with any Stock Option.

5. ELIGIBILITY.

5.1 Officers, other employees and consultants of the Company, its Subsidiaries or its Affiliates (but excluding members of the Committee and any person who serves only as a director) who are responsible for or contribute to the management, growth, and/or profitability of the business of the Company, its Subsidiaries, or its Affiliates are eligible to be granted Stock Options, Stock Appreciation Rights, Restricted Stock or Deferred Stock awards.

5.2 Directors of the Company (other than directors who are also officers or employees of the Company, its Subsidiaries or its Affiliates) are eligible to be granted Director Stock Options pursuant to Section 7 of the Plan.

5.3 Except as set forth in Section 7 of the Plan, the optionees and participants under this Plan shall be selected from time to time by the Committee, in its sole discretion, from among

those eligible, and the Committee shall determine, in its sole discretion, the number of shares covered by each award or grant to an optionee or participant.

6. STOCK OPTIONS FOR EMPLOYEES AND CONSULTANTS.

Stock Options may be granted either alone or in addition to other awards granted under this Plan. Any Stock Option granted under this Plan shall be in such form as the Committee from time to time approve, and the provisions of Stock Option awards need not be the same with respect to each optionee.

The Stock Options granted under this Plan may be of two types: (i) Incentive Stock Options, or (ii) Non-Qualified Stock Options. The Committee shall have the authority to grant any optionee Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock Options (in each case with or without Stock Appreciation Rights) except that Incentive Stock Options shall not be granted to employees of an Affiliate. To the extent that any Stock Option does not qualify as an Incentive Stock Option, it shall constitute a separate Non-Qualified Stock Option.

Anything in this Plan to the contrary notwithstanding, no term of this Plan relating to Incentive Stock Options shall be interpreted, amended, or altered, nor shall any discretion or authority granted under this Plan be so exercised, so as to disqualify either this Plan or any Incentive Stock Option under Code Section 422. Notwithstanding the foregoing, in the event an optionee voluntarily disqualifies an option as an Incentive Stock Option within the meaning of Code Section 422, the Committee may, but shall not be obligated to, make such additional grants, awards, or bonuses as the Committee shall deem appropriate, to reflect the tax savings to the Company which results from such disqualification.

Stock Options granted under this Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem desirable:

6.1 OPTION PRICE. The option price per share of Stock purchasable under a Stock Option shall be determined by the Committee at the time of grant but shall not be less than 100% of the Fair Market Value of the Stock on the date of the grant of the Incentive Stock Option and 80% of the Fair Market Value on the date of the grant of the Non-Qualified Stock Options.

6.2 OPTION TERM. The term of each Stock Option shall be fixed by the Committee, but no Incentive Stock Option shall be exercisable later than 10 years. After the date, such Incentive Stock Option is granted and no Non-Qualified Stock Option shall be exercisable later than 10 years and two days after the date such Non-Qualified Stock Option is granted.

6.3 EXERCISABILITY. Subject to Section 6.10 with respect to Incentive Stock Options, Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at the date of grant; provided, however, that, except as provided in Sections 6.6, 6.7, and 6.8, unless otherwise determined BY THE COMMITTEE AT GRANT, no Stock Option shall be exercisable prior to the first anniversary DATE OF THE GRANTING OF THE option. If the Committee provides, in its discretion, that any Stock Option is exercisable only in installments, the Committee may waive such installment exercise provisions at any time in whole or in part based on performance and/or such other factors as the Committee may determine in its sole discretion.

6.4 METHOD OF EXERCISE. Stock Options may be exercised in whole or in part at any time during the option period, by giving written notice of exercise to the Company specifying the number of shares to be purchased, accompanied by payment in full of the purchase price, in cash, by check or such other instrument or mode of payment as may be acceptable to the Committee. As determined by the Committee, in its sole discretion, at or after grant, payment in full or in part may also be made in the form of unrestricted Stock already owned by the optionee or, in the case of the exercise of a Non-Qualified Stock Option, Restricted Stock or Deferred Stock subject to an award hereunder (based, in each case, on the Fair Market Value of the Stock on the date the option is exercised, as determined by the Committee). If payment of the option exercise price of a Non-Qualified Stock Option is made in whole or in part in the form of Restricted Stock or Deferred Stock, the shares received upon the exercise of such Stock Option shall be restricted or deferred, as the case may be, in accordance with the original term of the Restricted Stock award or Deferred Stock award in question, equal to the number of shares of Restricted Stock or Deferred Stock surrendered upon the exercise of that option. No shares of unrestricted Stock shall be issued until full payment therefor has been made. An optionee shall have the right to dividends or other rights of a stockholder with respect to shares subject to the option when the optionee has given written notice of exercise and has paid in full for those shares.

6.5 NON-TRANSFERABILITY OF OPTIONS. No Stock Option shall be transferable by the optionee otherwise than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the optionee's lifetime, only by the optionee.

6.6 TERMINATION BY DEATH. Unless otherwise determined by the Committee at grant, if an optionee's employment with the Company, any Subsidiary, and any Affiliate terminates by reason of his death, the Stock Option may thereafter be exercised, to the extent then exercisable (or on such accelerated basis as the Committee shall determine at or after grant), by the legal representative of the estate or by the legatee of the optionee under the will of the optionee or by the heir of the optionee under the laws of descent and distribution, for a period of one year from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter.

6.7 TEN-NINATION BY REASON OF DISABILITY. Unless otherwise determined by the Committee at grant, if an optionee's employment with the Company, any Subsidiary and any Affiliate terminates by reason of Disability, any Stock Option held by such optionee may thereafter be exercised to the extent it was exercisable at the time of termination due to Disability (or on such accelerated basis as the Committee shall determine at or after grant), but may not be exercised after one year from the date of such termination of employment or the expiration of the stated term or such Stock Option, whichever period is shorter; provided, however, that, if the optionee dies within such one-year period, any unexercised Stock Option held by such optionee shall thereafter be exercisable to the extent to which it was exercisable at the time of death for a period of three months from the date of such death or for the stated term of such Stock Option, whichever period is the shorter. In the event of termination of employment by reason of Disability, if an Incentive Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Code Section 422, such Stock Option will thereafter be treated as a Non-Qualified Stock Option.

6.8 TERMINATION BY REASON OF RETIREMENT. Unless otherwise determined by the Committee at grant, if an optionee's employment with the Company, any Subsidiary and any Affiliate terminates by reason of Normal Retirement, any Stock Option held by such optionee may thereafter be exercised to the extent it was exercisable at the time of such Retirement (or on such accelerated basis as the Committee shall determine at or after grant), but may not be exercised after one year from the date of such termination of employment or the expiration of the stated term of such Stock Option, whichever period is the shorter; provided, however, that, if the optionee dies within such one-year period any unexercised Stock Option held by such optionee shall thereafter be exercisable, to the extent to which it was exercisable at the time of death, for a period of three months from the date of such death or for the stated term of the Stock Option, whichever period is the shorter. Notwithstanding the foregoing, the tax treatment available pursuant to
Section 422 of the Internal Revenue Code of 1986 upon the exercise of an Incentive Stock Option will not be available to an optionee who exercises any Incentive Stock Options more than (i) 12 months after the date of termination of employment due to permanent disability or (ii) three months after the date of termination of employment due to retirement.

6.9 OTHER TERMINATION. Unless otherwise determined by the Committee at grant, if an optionee's employment with the Company, any Subsidiary and any Affiliate terminates for any reason other than death, Disability or Normal Retirement, any Stock Option held by such optionee shall thereupon terminate, except that such Stock Option may be exercised for the lesser of three months from the date of termination or the balance of such Stock Option's term if the optionee's employment with the Company, any Subsidiary and any Affiliate is involuntarily terminated by the optionee's employer without Cause.

6.10 LIMIT ON VALUE OF INCENTIVE STOCK OPTION FIRST EXERCISABLE ANNUALLY. The aggregate Fair Market Value (determined at the time of grant) of the Stock for which "incentive stock options" within the meaning of Code
Section 422 are exercisable for the first time by an

optionee during any calendar year under this Plan (and/or any other stock option plans of the Company, any Subsidiary and any Affiliate) shall not exceed $100,000.

7. DIRECTOR STOCK OPTIONS.

Director Stock Options granted under this Plan shall be Non-Qualified Stock Options which are not intended to be "incentive stock options" within the meaning of Code Section 422. Director Stock Options granted under this Plan shall be in such FORM AS THE COMMITTEE MAY FROM time to time approve, and the provisions of Director Stock Options need not be the same with respect to each optionee. Director Stock Options shall be granted as follows:

7.1 NUMBER OF OPTIONS GRANTED.

(a) UPON ACCEPTANCE OF APPOINTMENT. Upon acceptance of appointment as a director, 20,000 Director Stock Options shall be granted to each director eligible under Section 5.2 of this Plan. One quarter of such options shall vest and become exercisable at the end of the third, sixth, ninth and twelfth month of service as a director, provided such eligible director has attended at least 75% of the meetings called during the vesting period.

(b) FOLLOWING INITIAL APPOINTMENT. Each director that is eligible to receive Director Stock Options pursuant to Section 5.2 of the Plan shall, on the day following the Company's annual meeting of stockholders, be granted additional Director Stock Options, which shall vest and be exercisable immediately upon grants, as follows:

  Years Following          Number of
Initial Appointment        Director Stock Options
-------------------        ----------------------
         1                         10,000
         2                         15,000
         3                         20,000
         4                         30,000
5 and each year thereafter         50,000_

Director Stock Options granted under the Plan shall be evidenced by a written agreement in such form as the Committee shall from time to time approve, which agreements shall comply with and be subject to the following terms and conditions:

7.2 OPTION PRICE. The option price per share of Stock purchasable under a Director Stock Option shall be 85% of the Fair Market Value of the Stock on the date of the grant of the Director Stock Option.

7.3 OPTION TERM. Each Director Stock Option shall be exercisable for 10 years and two days after the date such Director Stock Option is granted (subject to prior termination as hereinafter provided).

7.4 EXERCISABILITY. Director Stock Options shall be exercisable at such time or times. and subject to such terms and conditions as shall be determined by the Committee at the date of grant. If the Committee provides, in its discretion, that any Director Stock Option is exercisable only in installments, the Committee may waive such installment exercise provisions at any time in whole or in part based on performance and/or such other FACTORS AS THE COMMITTEE MAY determine in its sole discretion; provided, however, that in the event of a "Change of Control" (as defined in Section 14 below), the value of all outstanding Director Stock Options that have been outstanding for at least six months shall be cashed out on the basis of the "Change of Control Price" (as defined in Section 14 below) as of the date the Change of Control occurs, and all Director Stock Options that have not been outstanding for at least six months shall be immediately exercisable.

7.5 METHOD OF EXERCISE. Director Stock Options may be exercised in whole or in part at any time during the option period, by giving written notice of exercise to the Company specifying the number of shares to be purchased, accompanied by payment in full of the purchase price, in cash, by check or such other instrument or mode of payment as may, be acceptable to the Committee. Payment in full or in part may also be made in the form of Stock already owned by the optionee (based on the Fair Market value of the Stock on the date the option is exercised). No shares of Stock shall be issued until full payment therefor has been made. An optionee shall have the rights to dividends or other rights of a stockholder with respect to shares subject to the option when the optionee has given written notice of exercise and has paid in full for such shares.

7.6 NON-TRANSFERABILITY OF OPTIONS. No Director Stock Option shall be transferable by the optionee otherwise than by will or by the laws of descent and distribution, and all Director Stock Options shall be exercisable, during the optionee's lifetime, only by the optionee.

7.7 TERMINATION BY DISABILITY OR DEATH. Upon an optionee's termination of service as a director by reason of disability or death, any Director Stock Options held by such optionee may thereafter be immediately exercised by the optionee or, in the case of death, by the legal representative or the estate or by the legatee of the optionee under the will of the optionee, until the expiration of the stated term of such Director Stock Options.

7.8 OTHER TERMINATION. Upon an optionee's termination of service as a director with the Company for any reason other than disability or death, any Director Stock Options held by such optionee may thereafter be exercised, to the extent exercisable at termination, until the expiration of the stated term of such Director Stock Options.

8. STOCK APPRECIATION RIGHTS.

8.1 GRANT AND EXERCISE. Stock Appreciation Rights may be granted in conjunction with all or part of any Stock Option granted under this Plan. In the case of a Non-Qualified Stock Option, such rights may be granted either at or after the time of the grant of such NonQualified Stock Option. In the case of an Incentive Stock Option, such rights may be granted only at the time of the grant of such Incentive Stock Option.

A Stock Appreciation Rig lit or applicable portion thereof granted with respect to a given Stock Option shall terminate and no longer be exercisable upon the termination or exercise of the related Stock Option, except that, unless otherwise PROVIDED BY THE COMMITTEE AT THE TIME of grant, a Stock Appreciation Right granted with respect to LESS THAN THE FULL NUMBER OF shares covered by a related Stock Option shall only be reduced if and to the extent that the number of shares covered by the exercise or termination of the related Stock Option exceeds the number of shares not covered by the Stock Appreciation Right.

A Stock Appreciation Right may be exercised by an optionee, in accordance with Section 8.2, by surrendering the applicable portion of the related Stock Option. Upon such exercise and surrender, the optionee shall be entitled to receive amount determined in the manner prescribed in Section
8.2. Stock Options having been so surrendered, in whole or in part, shall no longer be exercisable to the extent the related Stock Appreciation Rights have been exercised.

8.2 TERMS AND CONDITIONS. Stock Appreciation Rights shall be subject to such terms and conditions, not inconsistent with the provisions of this Plan, as shall be determined from time to time by the Committee, including the following:

(a) Stock Appreciation Rights shall be exercisable only at such time or times and to the extent that the Stock Options to which they relate shall be exercisable in accordance with the provisions of Section 6 and this Section; provided, however, that any Stock Appreciation Right granted subsequent to the grant of the related Stock Option shall not be exercisable during the first six months of the term of the Stock Appreciation Right, except that this additional limitation shall not apply in the event of death or Disability of the optionee prior to the expiration of the six month period.

(b) Upon the exercise of a Stock Appreciation Right, an optionee shall be entitled to receive up to, but not more than, an amount in cash or shares of Stock equal in value to the excess of the Fair Market Value of one share of Stock over the option price per share specified in the related Stock Option multiplied by the number of shares with respect to which the Stock Appreciation Right shall have been exercised, with the Committee having the sole and exclusive right to determine the form of payment.

(c) Stock Appreciation Rights shall be transferable only when and to the extent that the underlying Stock Option would be transferable under Section 6.5.

(d) Upon the exercise of a Stock Appreciation Right, the Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed to have been exercised for the purpose of the limitation set forth in Section 4 on the number of shares of Stock to be issued under this Plan.

(e) A Stock Appreciation Right granted in connection with an Incentive Stock Option may be exercised only if and when the market price of the Stock subject to the Incentive Stock Option exceeds the exercise price of such Stock Option.

(f) In its sole discretion, the Committee may provide, at the time of grant of a Stock Appreciation Right under this Section, that such Stock Appreciation Right can be exercised only in the event of a "Change of Control" and/or a "Potential Change of Control" (as defined in Section 14).

(g) The Committee, in its sole discretion, may also provide that, in the event of a "Change of Control" and/or a "Potential Change of Control" (as defined in Section 14), the amount to be paid upon the exercise of a Stock Appreciation Right shall be based on the "Change of Control Price" (as defined in
Section 14).

9. RESTRICTED STOCK.

9.1 ADMINISTRATION. Shares of Restricted Stock may be issued either alone or in addition to other awards granted under this Plan. The Committee shall determine the consultants, officers and key employees of the Company and its Subsidiaries and Affiliates to whom, and the time or times at which, grants of Restricted Stock will be made, the number of shares to be awarded, the price, if any, to be paid by the recipient of Restricted Stock (subject to Section 9.2, the time or times within which such awards may be subject to forfeiture, and all other conditions of the awards. The Committee may also condition the grant of Restricted Stock upon the attainment of specified performance goals, or such other criteria as the Committee may determine, in its sole discretion. The provisions of Restricted Stock awards need not be the same with respect to each recipient.

9.2 AWARDS AND CERTIFICATES. The prospective recipient of an award of shares of Restricted Stock shall not have any rights with respect to such award, unless and until such recipient has executed an agreement evidencing the award (a "Restricted Stock Award Agreement") and has delivered a fully executed copy thereof to the Company, and has otherwise complied with the then applicable terms and conditions.

(a) Awards of Restricted Stock must be accepted within a period of 90 days (or such shorter period as the Committee may specify) after the award date by executing a Restricted Stock Award Agreement and paying whatever price, if any, is required.

(b) Each participant who is awarded Restricted Stock shall be issued a stock certificate with respect to those shares of Restricted Stock. The certificate shall be registered in the name of the participant, and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such award, substantially in the following form:

"The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the TECHNOLOGY HORIZONS CORP. 1998 Equity Incentive Plan and a Restricted Stock Award Agreement entered into between the registered owner and TECHNOLOGY HORIZONS CORP. Copies of the Plan and the Agreement are on file in the offices of TECHNOLOGY HORIZONS CORP., 595 Stewart Avenue, Suite 710, Garden City, New York 1153 0."

(c) The Committee shall require that the stock certificates evidencing such shares will be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any Restricted Stock award, the participant shall have delivered a stock power to the Company, endorsed in blank, relating to the Stock covered by such award.

9.3 RESTRICTIONS AND CONDITIONS. The shares of Restricted Stock awarded pursuant to this Section shall be subject to the following restrictions and conditions:

(a) Subject to the provisions of this Plan and the Restricted Stock Award Agreements, during such period as may be set by the Committee commencing on the grant date (the "Restriction Period"), the participant shall not be permitted to sell, transfer, pledge or assign shares of Restricted Stock awarded under this Plan. With these limits, the Committee may, in its sole discretion, provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions in whole or in part based on performance and/or such other factors as the Committee may determine, in its sole discretion.

(b) Except as provided in Section 9.3(a), the participant shall have, with respect to the shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to receive any dividends. Dividends paid in stock of the Company or stock received in connection with a stock split with respect to Restricted Stock shall be subject to the same restrictions as on such Restricted Stock. Certificates for shares of unrestricted Stock shall be delivered to the

participant promptly after, and only after, the period of forfeiture shall expire without forfeiture in respect of such shares of Restricted Stock.

(c) Subject to the provisions of the Restricted Stock Award Agreement and this Section, upon the participant's termination of employment for any reason during the Restriction Period, all shares still subject to restriction shall be forfeited by the participant, and the participant shall only receive the amount, if any, paid by the participant for such forfeited Restricted Stock.

(d) In the event of special hardship circumstances of a participant whose employment is involuntarily terminated (other than for Cause), the Committee may, in its sole discretion, waive in whole or in part any or all remaining restrictions with respect to such participant's shares of Restricted Stock.

10. DEFERRED STOCK AWARDS.

10.1 ADMINISTRATION. Deferred Stock may be awarded either alone or in addition to other awards granted under this Plan. The Committee shall determine the consultants, officers and key employees of the Company, its Subsidiaries and Affiliates to whom, and the time or. times at which, Deferred Stock shall be awarded, the number of shares of Deferred Stock to be awarded to any participant, the duration of the period (the "Deferral Period") during which, and the conditions under which, receipt of the Stock will be deferred and the terms and conditions of the award in addition to those set forth in Section 10.2. The Committee may also condition the grant of Deferred Stock upon the attainment of specified performance goals, or such other criteria as the Committee shall determine, in its sole discretion. The provisions of Deferred Stock awards need not be the same with respect to each recipient.

10.2 TERMS AND CONDITIONS. The shares of Deferred Stock awarded pursuant to this Section shall be subject to the following terms and conditions:

(a) Subject to the provisions of this Plan and the award agreement, Deferred Stock awards may not be sold, assigned, transferred, pledged, or otherwise encumbered during the Deferral Period. At the expiration of the Deferral Period (or Elective Deferral Period, where applicable), share certificates shall be delivered to the participant, or his legal representative, in a number equal to the shares covered by the Deferred Stock award.

(b) At the time of the award, the Committee may, in its sole discretion, determine that amounts equal to any dividends declared during the Deferral Period with respect to the number of shares covered by a Deferred Stock award will be: (a) paid to the participant currently, (b) deferred and deemed to be reinvested, or (c) forfeited because the participant has no rights with respect thereto.

(c) Subject to the provisions of the award agreement and this Section, upon termination of employment for any reason during the Deferral Period for a given award, the Deferred Stock in question including any deferred and reinvested dividends thereon shall be forfeited by the participant.

(d) Based on performance and/or such other criteria as the Committee may determine, the Committee may, at or after the grant, accelerate the vesting of all or any part of any Deferred Stock award and/or waive the deferral limitations for all or any part of such award.

(e) In the event of special hardship circumstances of a participant whose employment is involuntarily terminated (other than for Cause), the Committee may, in its sole discretion, waive in whole or in part any or all of the remaining deferral limitations imposed hereunder with respect to any or all of the participant's Deferred Stock.

(f) A participant may elect to defer further receipt of the award for a specified period or until a specified event (the "Elective Deferral Period"), subject in each case to the Committee's approval and to such terms as are determined by the Committee, all in its sole discretion. Subject to any exceptions adopted by the Committee, such election must be made at least six months prior to the completion of the Deferral Period for a Deferred Stock award (or for an installment of such an award).

(g) Each award shall be confirmed by, and subject to the terms of, a Deferred Stock award agreement executed by the Company and the participant.

11. LOAN PROVISIONS.

With the consent of the Committee, the Company may make, guarantee, or arrange for, a loan or loans to a Plan participant with respect to the exercise of any Stock Option granted under this Plan and/or with respect to the payment

of the purchase price, if any, of any Restricted Stock awarded hereunder and/or with respect to the payment by optionee of any or all federal and/or state income taxes due on account of the granting or exercise of any stock option or other awards hereunder. The Committee shall have full authority to decide whether to make a loan or loans hereunder and to determine the amount, terms and provisions of any such loan or loans, including the interest rate to be charged in respect of any such loan or loans, whether the loan or loans are to be with or without recourse against the borrower, the terms on which the loan is to be repaid and the conditions, if any, under which the loan or loans may be forgiven.

12. AMENDMENTS AND TERMINATION.

The Board may amend, alter, or discontinue this Plan, but no amendment, alteration, or discontinuation shall be made which would impair the right of an optionee or participant under a Stock Option, Director Stock Option, Stock Appreciation Right, Restricted Stock or Deferred Stock award theretofore granted, without the optionee's or participant's consent, or which without the approval of the stockholders would:

12.1 Except as expressly provided in this Plan, increase the total number of shares reserved for the purpose of this Plan;

12.2 Extend the maximum option period under Section 6.2 or 7.3 of the Plan.

The Committee may amend the terms of any award or option (other than Director Stock Options) theretofore granted, prospectively or retroactively, but no such amendment shall impair the rights of any holder without his consent. The Committee may also substitute new Stock Options for previously granted Stock Options having higher option prices.

13. UNFUNDED STATUS OF PLAN.

This Plan is intended to constitute an "unfunded" plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant or optionee by the Company, nothing set forth herein shall give any such participant or optionee any rights that are greater than those of an unsecured, general creditor of the Company. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under this Plan to deliver Stock or payments in lieu of or with respect to awards hereunder; provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of this Plan.

14. CHANGE OF CONTROL.

The following acceleration and valuation provisions shall apply in the event of a "Change of Control" or "Potential Change of Control," as defined in this Section:

14.1 In the event of a "Change of Control," as defined in Section 14.2, unless otherwise determined by the Committee or the Board in writing at or after grant, but prior to the occurrence of the Change of Control, or, if and to the extent so determined by the Committee or the Board in writing at or after grant (subject to any right of approval expressly reserved by the Committee or the Board at the time of such determination) in the event of a "Potential Change of Control," as defined in Section 14(c):

(a) Any Stock Appreciation Rights outstanding for at least six (6) months and any Stock Options awarded under this Plan not previously exercisable and vested shall become fully exercisable and vested;

(b) The restrictions and deferral limitations applicable to any Restricted Stock and preferred Stock awards under this Plan shall lapse and such shares and awards shall be deemed fully vested; and

(c) All outstanding Stock Options, Stock Appreciation Rights, Restricted Stock and Deferred Stock awards, shall, to the extent determined by the Committee at or after grant, be canceled and the holder thereof shall be paid in cash therefor on the basis of the "Change of Control Price" (as defined in
Section 14.4) as of the date that the Change of Control occurs or Potential Change of Control is determined to have occurred, or such other date as the Committee may determine prior to the Change of Control or Potential Change of Control.

14.2 For Purposes of Section 14.2, a "Change of Control" means the happening of any of the following:

a) When any "person" as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, or any Company employee benefit plan, including its trustee) is or becomes the "beneficial owner" (as defined in Rule l3d-3 under the Exchange Act), directly or indirectly of securities of the Company representing 25 percent or more of the combined voting power of the Company's then outstanding securities;

(b) The occurrence of any transaction or event relating to the Company required to be described pursuant to the requirements of Item 6(e) of Schedule 14A of Regulation 14A of the Commission under the Exchange Act;

(c) The occurrence of a transaction requiring stockholder approval for the acquisition of the company by an entity other than the Company or a Subsidiary, through purchase of assets, or by merger, or otherwise;

(d) The dissolution of the Company; or

(e) The sale by the Company of substantially all of its assets.

14.3 For purposes of Section 14.1, a "Potential Change of Control" means the happening of any of the following:

(a) The entering into an agreement by the Company, the consummation of which would result in a Change of Control of the Company as defined in Section 14.2;

(b) The public announcement by any person (including the Company) of an intention to take or consider taking actions which, if consummated, would constitute a Change in Control; or

(c) The adoption by the Board of Directors of a resolution to the effect that a Potential Change of Control of the Company has occurred for purposes of this Plan.

14.4 For purposes of this Section, "Change of Control Price" means the highest price based upon the Fair Market Value per share or the price paid or offered in any transaction related to a potential or actual Change of Control of the Company at any time during the preceding sixty day period as determined by the Committee, except that (i) in the case of Incentive Stock Options and Stock Appreciation Rights relating to Incentive Stock Options, such price shall be based only on transactions reported for the date on which the Committee decides to cash out such options, and (ii) in the case of Director Stock Options, the sixty day period shall be the period immediately prior to the Change of Control.

15. GENERAL PROVISIONS.

15.1 All certificates for shares of Stock delivered under this Plan shall be subject to. such stock transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Commission or the National Association of Securities Dealers, Inc., any stock exchange upon which the Stock is then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions.

15.2 Nothing set forth in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of this Plan shall not confer upon any EMPLOYEE OF THE COMPANY, ANY Subsidiary or any Affiliate, any right to continued employment (or, in the case of a director, continued retention as a director) with the Company, a Subsidiary or an Affiliate, as the case may be, nor shall it interfere in any way with the right of the Company, a Subsidiary or an Affiliate to terminate the employment of any of its employees at any time.

15.3 Each participant shall, no later than the date as of which the value of an award first becomes includable in the gross income of the participant for federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any federal, state, or local taxes of any kind required by law to be withheld with respect to the

award. The obligations of the Company under this Plan shall be conditioned on such payment or arrangements and the Company (and, where applicable, its Subsidiaries and Affiliates) shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the participant. If permitted by the Committee, a participant may irrevocably elect to have the withholding tax obligation or, in the case of all awards hereunder except Stock Options which have related Stock Appreciation Rights, if the Committee so determines, any additional tax obligation with respect to awards hereunder by (a) having the Company withhold shares of Stock otherwise deliverable to the participant with respect to the award, or (b) delivering to the Company shares of unrestricted Stock; provided, however, that any such election shall be made either (i) during one of the "window" periods described in section (e) (3) (iii) of Rule 16b-3 promulgated under the Exchange Act, or (ii) at least six months prior to the date income is recognized with respect to the award.

15.4 At the time of grant or purchase, the Committee may provide in connection with any grant or purchase made under this Plan that the shares of Stock received as a result of such grant or purchase shall be subject to a right of first refusal, pursuant to which the participant shall be required to offer to the Company any shares that the participant wishes to sell, with the price being the then Fair Market Value of the Stock, subject to the provisions of Section 14 and to such other terms and conditions as the Committee may specify at the time of grant.

15.5 No member of the Board or the Committee, nor any officer or employee of the Company acting on behalf of the Board or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to this Plan, and all members of the Board or the Committee and each and any officer or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action, determination or interpretation.

16. EFFECTIVE DATE OF PLAN.

This Plan shall be effective on the date it is approved by a majority of the votes of stockholders either in writing or cast at a duly held stockholders' meeting at which a quorum representing a majority of all outstanding voting stock is, either in person or by proxy, present and voting on the Plan.

17. TERM OF PLAN.

No Stock Option, Director Stock Option, Stock Appreciation Right, Restricted Stock or Deferred Stock award shall be granted pursuant to this Plan on or after June 30, 2008, but awards theretofore granted may extend beyond that date.

Number:            -2-
               ------------

Principal:        $   -1,500,000-
                 ------------------

CDKNET.COM, INC., a Delaware corporation (the "Company") with principal offices at 595 Stewart Avenue, Suite 7 10, Garden City, NY 11530, for value received, hereby promises to pay the registered holder hereof (the "Holder") the principal sum set forth above on February 1, 2009 (the "Maturity Date"), in such coin or currency of the United States of America as at the time of payment shall be the legal tender for the payment of public and private debts, and to pay interest, less any amounts required by law to be deducted or withheld, computed on the basis of a 360-day year, on the unpaid principal balance hereof from the date hereof (the "Original Issue Date"), at the rate of 5.75% per year, until such principal sum shall have become due and payable, or has been converted by the Holder pursuant to
Section 5, below.

Interest shall be paid quarterly on each of May 1, August 1, November I and February I (unless such day is not a business day, in which event on the next succeeding business day) commencing May 1, 1999 until the Maturity Date. Interest may be paid, at the option of the Holder, exercised by giving written notice to the Company two business days prior to the payment date, in the number of shares of the Company's common stock, $.0001 par value ("Common Stock") determined by dividing the interest payment then due by the applicable Conversion Price (defined below). All references herein to dollar amounts refers to U.S. dollars.

By acceptance and purchase of this Debenture, the registered holder hereof agrees with the Company that the Debenture shall be subject to the following terms and conditions:

1. AUTHORIZATION OF DEBENTURES. The Company has authorized the issue and sale of its 5.75% Convertible Subordinated Debentures due February 1, 2009 (the "Debentures," such term includes any debentures which may be issued in exchange or in replacement thereof) in the aggregate principal amount of not more than U.S. $1,500,000, issued in multiples of $50,000 in principal amount.

2. TRANSFER OR EXCHANGE.

2.1 Prior to due presentation to the Company for transfer of this Debenture, the Company and any agent of the Company may treat the person in whose name this Debenture is duly registered on the Company's Debenture Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes.

2.2 Neither the Debenture nor any part thereof, nor any Common Stock (defined in Section 5.5(g) below) into which it is convertible, shall be sold, transferred, assigned, pledged, hypothecated or otherwise disposed of, and the Company shall not be required to register any such disposition, unless and until:

(a) The Company shall have received (i) written notice of the contemplated disposition, setting forth all of the circumstances and details thereof, and (ii) an opinion of counsel, in the form and substance satisfactory to the Company and its counsel, stating that the contemplated disposition is exempt from the registration and prospectus requirements of the Act and the rules and regulations of the Securities and Exchange Commission (the "SEC") under the Act and of any applicable state or foreign securities act; or

(b) The Debenture or shares of Common Stock, as the case

might be, are disposed of pursuant to and in strict accordance with a registration statement which has been filed under the Act with the SEC and a similar registration statement filed with any state securities administrators having jurisdiction.

(c) The Company has placed a restrictive legend on this certificate for the Debenture and may place such a legend on any future certificates for the Debenture and on the certificates for shares of Common Stock issued upon conversion thereof reflecting the requirements of this Section.

3. CURRENT MARKET PRICE.

For purposes of this Debenture, "Current Market Price" of the Common stock means:

3.1 If traded on a securities exchange, the closing price of the Common Stock on such exchange;

3.2 If traded over the counter, the high closing bid price reported by Bloomberg from the NASDAQ OTC Bulletin Board; or

3.2 In all other events, the market price determined by the Board of Directors of the Company in good faith.

4. OPTIONAL REDEMPTION OF DEBENTURE; EXCHANGE FOR PREFERRED STOCK.

4.1 The Company may redeem the Debentures at any time, in whole or in part, pro rata, upon written notice given not less than five
(5) nor more than ten (10) business days prior to the redemption date for 150% of the principal amount of the Debenture, plus any accrued interest. The Debenture may not be converted during the period of time between the date the notice of redemption is given to the Debenture holders and the date set therein for payment. In the event the Company defaults upon its obligation to pay the redemption price on the date set for payment, the applicable conversion rate set forth in Section 5 below shall be reduced by 5%.

4.2 The Company at its sole option may call all outstanding Debentures in exchange for shares of preferred stock when authorized. Such preferred stock shall have (i) a liquidation preference equal to the principal amount of the Debenture called; (ii) a quarterly cumulative dividend of 5.75%; (iii) rights to convert into shares of Common Stock at the same conversion rate as set forth in Section 5 of this Debenture; and (iv) the same redemption rights set forth above.

4.3 In the case of each redemption or call of the Debenture, notice thereof shall be given at least five days prior to the date fixed in such notice for such redemption or call (the date fixed for such redemption or call is referred to herein as the "Redemption Date"). Upon such notice of any redemption or call being so given there shall become due and payable, at the principal office of the Company on the Redemption Date, the redemption price (including the premium described in Section 4. 1, above) together with interest accrued and unpaid on the principal amount of the Debenture so prepaid to, but not including, the Redemption Date or the number of shares of preferred stock into which the Debentures are called, as the case may be. Unless the Company shall fail to pay such prepayment price or issue and deliver preferred shares on the Redemption Date, interest on the principal amount of the Debenture prepaid shall cease to accrue from and after that date.

4.4 In case of any prepayment of less than the entire unpaid principal amount of all outstanding Debentures, the amount to be prepaid shall be applied pro rata to all outstanding Debentures according to the respective unpaid principal amounts thereof.

4.5 Upon any partial prepayment of the Debenture, the Holder thereof shall surrender the same to the Company at its principal office, in exchange, without cost to such Holder, for one or more new Debentures in aggregate principal amount equal to the principal amount remaining unpaid on the Debenture or Debentures surrendered and otherwise having the same terms and provisions as the Debenture or Debentures surrendered.

5. CONVERSION OF DEBENTURES.

5.1 RIGHT TO CONVERT THE DEBENTURES. Subject to
Section 4 above, the record holder of this Debenture shall be entitled, on or after the Date of Original Issuance, at the option of the Holder, to convert this Debenture, in whole or in part, into the number of fully-paid and nonassessable shares of Common Stock determined in accordance with the Conversion Formula as set forth below:

Number of shares issued upon conversion = (Principal + Interest)/Conversion Price, where:

*Principal = the principal amount of the Debenture(s) to be converted;

*Interest = the principal x (N/360) x .0575 - (Interest paid in cash and stock prior to the Date of Conversion), where N = the number of days between (i) the Original Issuance Date and (ii) the applicable Date of Conversion for the Debenture for which conversion is being elected (including such date of issuance

but excluding such date of conversion); and

*Conversion Price = the lesser of (A) a fixed conversion price equal to $1.30, or (B) a variable conversion price effective only after November 1, 1999, equal to 0.75 of the average Current Market Price during the five-day trading period ending one trading day preceding the date of conversion. The minimum variable conversion price shall be $.60 until July 1, 2000, at which time there shall no longer be a minimum conversion price, provided, however, the minimum conversion price of $.60 shall continue if the Company issues securities for cash consideration of $2 million or more prior to July 1, 2000 and such securities have a purchase price or conversion price, as the case may be, of no less than $1.30.

5.2 EXERCISE OF CONVERSION PRIVILEGE.

(a) In order to exercise the conversion privilege, the Holder shall surrender such Debenture, together with the Notice of Conversion annexed hereto as Exhibit I appropriately endorsed to the Company at its principal office, accompanied by written notice to the Company (a) stating that the Holder elects to convert the Debenture or a portion thereof, and if a portion, the amount of such portion in multiples of $1,000 in principal amount, and (b) setting forth the name or names (with address) in which the certificate or certificates for shares of Common Stock issuable upon such conversion shall be issued. Provided the Debenture is received properly endorsed promptly by the Company and the Notice of Conversion is received before 5:00 p.m. New York time, the date of conversion of such Debenture shall be deemed to be the date of receipt of Notice of Conversion, even if the Company's stock transfer books are at that time closed, and the converting Holder shall be deemed to have become, on the date of conversion, the record holder of the shares of Common Stock deliverable upon such conversion. If the Debenture is not received, properly endorsed by the fifth business day following the date the Company receives Notice of Conversion, the date of conversion shall be deemed to be the date the Debenture is received, provided that such later receipt will not lower the Conversion Price stated in the Notice of Conversion.

(b) Within three business days after the date of conversion, the Company shall issue and deliver to such converting Holder a certificate or certificates for the number of shares of Common Stock due on such conversion. No adjustments in respect of interest or cash dividends shall be made upon the conversion of any Debenture or Debentures.

(c) Upon conversion of the Debenture in part, the Company shall execute and deliver to the Holder thereof, at the expense of the Company, a

new Debenture, in aggregate principal amount equal to the unconverted portion of such Debenture. Such new Debenture shall have the same terms and provisions other than the principal amount as the Debenture or Debentures surrendered for conversion.

(d) In the event the Conversion Price is reduced below $1.30, the Holder shall only be entitled to convert 1/3 of the principal amount of the Debentures held by Holder on November 1, 1999 in each three month period beginning with the period from November 1, 1999 to January 31, 2000. Any portion not converted during such period may be converted in subsequent periods.

5.3 DURATION OF CONVERSION PRIVILEGE. The right to subscribe for and purchase shares of Common Stock pursuant to the conversion privilege granted herein shall commence on the Original Issue Date and shall expire at 5:00 p.m., New York time on February 1, 2009.

5.4 STOCK FULLY PAID. The Company covenants and agrees that: I

(a) all shares which may be issued upon the exercise of the conversion privilege granted herein will, upon issuance in accordance with the terms hereof, be fully paid, nonassessable, and free from all taxes, liens and charges (except for taxes, if any, upon the income of the Holder) with respect to the issue thereof, and that the issuance thereof shall not give rise to any preemptive rights on the part of the stockholders;

(b) the failure of the Company to issue shares upon the conversion of the Debenture will cause the holder immediate irreparable harm.

5.5 ANTIDILUTION PROVISIONS. The following provisions apply to the Debenture:

(a) In case the Company shall (i) pay a dividend or make a distribution in shares of Common Stock, (ii) subdivide its outstanding shares of Common Stock into a greater number of shares of Common Stock, (iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock, (iv) make a distribution on its Common Stock in shares of its capital stock other than Common Stock, or (v) issue by reclassification of its Common Stock other securities of the Company, the conversion privilege of the Debenture and the Conversion Price then in effect immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the kind and number of

shares of Common Stock and other securities of the Company which it would have owned or would have been entitled to receive after the happening of any of the events described above, had the Debenture been converted immediately prior to the happening of such event or any record date with respect thereto. Any adjustment made pursuant to this paragraph (a) shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

(b) In case the Company shall issue rights, options, warrants or convertible securities to all holders of its Common stock, without any charge to such holders, entitling them to subscribe for or to purchase shares of Common Stock at a price per share which is lower at the record date mentioned below than the then current Conversion Price, the Conversion Price thereafter shall be determined by multiplying the then current conversion Price by a fraction (but in no event greater than 1), of which the denominator shall be (i) the number of shares of the common stock outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities plus (ii) the number of additional shares of Common Stock offered for subscription or purchase, and of which the numerator shall be (x) the number of shares of Common Stock outstanding immediately prior to the issuance of such rights, options, warrants or convertible securities plus (y) the number of shares which the aggregate offering price of the total number of shares offered would convert at the higher of the then current Market Price, or then current Conversion Price. Such adjustment shall be made whenever such rights, options, warrants or convertible securities are issued, and shall become effective immediately and retroactively after the record date for the determination of stockholders entitled to receive such rights, options, warrants or convertible securities.

(c) In case the Company shall distribute to all holders of its shares of Common Stock (i) debt securities or other evidences of its indebtedness which are not convertible into Common Stock or
(ii) assets (excluding cash dividends or distributions out of earnings), then the Conversion Price shall be determined by dividing the then current Conversion Price by a fraction, of which the numerator shall be the higher of the then current Market Price, or the Conversion Price on the date of such distribution, and of which the denominator shall be such Current Market Price, or such Conversion Price on such date minus the then fair value of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective on the date of distribution retroactive to the record date for the determination of stockholders entitled to receive such distribution. The fair value of such assets shall be determined in good faith by the Board of Directors of the Company.

(d) To the extent not covered by paragraphs
(b) or (c) hereof, in case the Company shall sell or issue shares of Common Stock, or rights, options, warrants or convertible securities containing the right to subscribe for or purchase shares of Common Stock, at a price per share (determined, in the case of such rights, options, warrants or convertible securities, by dividing (i) the total amount received or receivable by the Company in consideration of the sale or issuance of such rights, options, warrants or convertible securities, plus the total consideration payable to the Company upon exercise or conversion thereof, by
(ii) the total number of shares covered by such rights, options, warrants or convertible securities) lower than the Conversion Price in effect immediately prior to such sale or issuance, then the Conversion Price shall be reduced to a price (calculated to the nearest cent) determined by dividing (1) an amount equal to the Conversion Price multiplied by the sum of (A) the number of shares of Common stock outstanding immediately prior to such sale or issuance plus (B) the number of shares which could have been purchased at the Conversion Price with the consideration received by the Company upon such sale or issuance by (II) the total number of shares of Common Stock outstanding immediately after such sale or issuance. For the purposes of such adjustments, the shares of Common Stock, which the holders of any such rights, options, warrants or convertible securities shall be entitled to subscribe for or purchase, shall be deemed issued and outstanding as of the date of such sale or issuance and the consideration received by the Company therefor shall be deemed to be the consideration received by the Company for such rights, options, warrants or convertible securities, plus the consideration or premiums stated in such rights, options, warrants or convertible securities to be paid for the shares of Common Stock covered thereby. In case the Company shall sell or issue shares of Common Stock, or rights, options, warrants or convertible securities containing the right to subscribe or purchase shares of Common Stock for a consideration consisting, in whole or in part, of property other than cash or its equivalent, then in determining the "price per share" of shares of Common Stock, any underwriting discounts or commissions shall not be deducted from the price received by the Company for sales of securities registered under the Act.

(e) No adjustment in the Conversion Price shall be required in the following events:

(i) If the amount of such adjustment would be less than $.05 per share; provided, however, that any adjustment which by reason of this paragraph 5.5(e)(i) is not required to be made immediately

shall be carried forward and taken into account in any subsequent adjustment; or

(ii) The issuance of options under the Company's existing stock option plans and future stock option plans approved by the Company's shareholders; or

(iii) Securities issuable upon the exercise of options and warrants outstanding on the date of Original Issuance of this Debenture.

(f) When the number of shares of Common Stock or the Conversion Price is adjusted as herein provided, the Company shall cause to be promptly mailed to the Holder by first class mail, postage prepaid, notice of such adjustment or adjustments and a certificate of a firm of independent public accountants selected by the Board of Directors of the Company (who may be the regular accountants employed by the Company) setting forth the number of shares of Common Stock and the Conversion Price after such adjustment, a brief statement of the facts requiring such adjustment and the computation by which such adjustment was made.

(g) For the purpose of this Section 5.5, the following shall apply:

(i) The term "Common Stock" shall mean (A) the class of stock designated as the Common Stock of the Company at the date of this Debenture or (B) any other class of stock resulting from successive changes or reclassification of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. In the event that at any time, as a result of an adjustment made pursuant to this Section 5.5, the Holder shall become entitled to receive any securities upon conversion of the Company other than shares of Common Stock thereafter the number of such other securities and the Conversion Price of such securities shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock contained in this
Section 5.5.

(ii) If the Common Stock is traded on a securities exchange or over the counter, the "Current Market Price" for purposes of this section 5.5 shall mean the average of the Current Market Prices for the five consecutive trading days immediately prior to the date of the event which necessitates an adjustment to the Conversion Price.

(h) Upon the expiration of any unexercised rights, options, warrants or conversion privileges, the Conversion Price shall be readjusted and shall thereafter be such as it would have been had it been originally adjusted (or had the original adjustment not been required, as the case may be) on the basis of (i) the fact that the only shares of Common Stock so issued were the shares of Common Stock, if any, actually issued or sold upon the exercise of such rights, options, warrants or conversion rights and (ii) the fact that such shares of Common Stock, if any, were issued or sold for the consideration actually received by the Company upon such exercise plus the consideration, if any, actually received by the Company for the issuance, sale or grant of all such rights, options, warrants or conversion rights whether or not exercised; provided. however, that no such readjustment shall have the effect of increasing the Conversion Price by an amount in excess of the amount of the adjustment initially made in respect of the issuance, sale or grant of such rights, options, warrants or conversion privileges.

5.6 NO ADJUSTMENT FOR DIVIDENDS. Except as provided in
Section 5.5, no adjustment in respect to any dividends paid shall be made during the term of the Debenture or upon the exercise of the Debenture.

5.7 PRESERVATION OF PURCHASE RIGHTS UPON RECLASSIFICATION CONSOLIDATION ETC. In the case of any consolidation of the Company with or merger of the Company

into another corporation or in the case of any sale or conveyance to another corporation of all or substantially all of the property, assets or business of the Company, the Company or such successor or purchasing corporation, as the case may be, shall provide that the Holder shall have the right thereafter upon payment of the Conversion Price in effect immediately prior to such action to purchase upon conversion of the Debenture the kind and amount of shares and other securities and property which the Holder would have owned or have been entitled to receive after the happening of such consolidation, merger, sale or conveyance had the Debenture been converted immediately prior to such action. such agreement shall provide for adjustments, which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 5. The provisions of this Section 5.7 shall similarly apply to successive consolidations, mergers, sales or conveyances.

5.8 PAR VALUE OF COMMON STOCK. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Debenture, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Conversion Price.

5.9 STATEMENT ON DEBENTURE CERTIFICATES. Irrespective of any adjustments in the Conversion Price or the number of securities convertible, this Debenture certificate or any certificates hereafter issued may continue to express the same price and number of securities as are stated in this Debenture certificate. However, the Company may at any time in its sole discretion (which shall be conclusive) make any change in the form of the Debenture certificate that it may deem appropriate and that does not affect the substance thereof; and any Debenture certificate thereafter issued, whether upon registration or transfer of, or in exchange or substitution for, an outstanding Debenture certificate, may be in the form so changed.

6. FRACTIONAL SHARES. No fractional shares of Common Stock will be issued in connection with any subscription hereunder but in lieu of such fractional shares, the Company shall make a cash payment therefor equal in amount to the product of the applicable fraction multiplied by the Conversion Price then in effect.

7. SUBORDINATION. Any right of the Holder to payment of principal or interest from the Company shall be subordinated to the claims and rights of the holders of the Senior Debt ("Senior Debt Holders"). "Senior Debt" means all Indebtedness of the Company other than the Debentures, whether outstanding

on the date of execution of this Debenture or thereafter created, incurred or assumed, except (x) any such Indebtedness that by the terms of the instrument or instruments by which such Indebtedness was created, assumed or incurred expressly provides that it (i) is junior in right of payment to the Debentures or (ii) ranks PARI PAS in right of payment with the Debentures and
(y) any amendments, modifications or supplements to, or any renewals, extensions, deferrals, refinancing and refunding of, any of the foregoing. Any cash payment of principal or interest to the Holder shall be collected, enforced or received by the Holder as trustee for the Senior Debt Holders and paid over to the Senior Debt Holders. The Holder agrees that in the event of any payment of principal or interest by the Company to the Holder by reason of any receivership, insolvency or bankruptcy proceeding, or proceeding for reorganization or readjustment of the Company or its properties, or otherwise, then, in any such event, the Senior Debt Holders shall be preferred in the payment of their claims over the claim of the Holder to payment of principal or interest against the Company or its properties, and the claims of the Senior Debt Holders shall be first paid and satisfied in full before any payment or distribution of any kind or character, whether in cash or property, shall be made to the Holder. Provided, however, that this
Section 7 shall not apply to any payment of principal or interest made to the Holder while the Company is solvent and not in default with respect to its Senior Debt.

8. REPLACEMENT OF DEBENTURE CERTIFICATE. Upon receipt of evidence satisfactory to the Company of the certificate loss, theft, destruction or mutilation of the Debenture certificate and, in the case of any such loss, theft or destruction, upon delivery of a bond of indemnity satisfactory to the Company, or, in the case of any such mutilation, upon surrender and cancellation of the Debenture certificate, the Company will issue a new Debenture certificate, of like tenor, in lieu of such lost, stolen, destroyed or mutilated Debenture certificate.

9. COVENANTS OF THE COMPANY. So long as any of the Debentures remain outstanding, the Company shall:

(a) At all times keep reserved the total number of shares of Common Stock necessary for the conversion of all of the then outstanding Debentures at the then current Conversion Rate;

(b) Not pay any dividends in cash and/or property or other assets of the Company in respect of its Common Stock or otherwise or amend its certificate of incorporation to combine the outstanding shares of Common Stock into a lesser number of shares;

(c) Not issue any debentures of the Company other than the

Debentures unless the rights of the holders of such debentures are subordinated to the Debentures, in which event the terms of the subordination provision shall be similar to the terms set forth in Section 7 of this Debenture;

(d) Not enter into a loan secured by the property and/or assets of the Company or any of its subsidiaries with (i) any director, officer or 5% stockholder of the Company, (ii) any entity in which a director, officer or 5% stockholder has an interest as an officer, director, partner, beneficiary of a trust or is a 5% or more equity holder of such entity, or (iii) any parent, spouse, child or grandchild of an officer, director or 5% stockholder of the Company upon terms no less favorable to the Company than those which could be obtained from an "arms-length" lender; and

(e) Not redeem, repurchase or otherwise acquire any shares of the common or preferred stock of the Company.

10. DEFAULT. If any of the following events (herein called "Events of Default") shall occur:

(a) if the Company shall default in the payment or prepayment of any part of the principal of any of the Debentures after the same shall become due and payable, whether at maturity or at a date fixed for prepayment or by acceleration or otherwise, and such default shall continue for more than 30 days after written notice of such Default; or

(b) if the Company shall default in the payment of any installment of interest on any of the Debentures for more than 30 days after written notice that the same shall become due and payable; or

(c) if the Company shall make an assignment for the benefit of creditors or shall be unable to pay its debts as they become due; or

(d) if the Company shall dissolve; terminate its existence; become insolvent on a balance sheet basis; commence a voluntary case under the federal bankruptcy laws or under any other federal or state law relating to insolvency or debtor's relief; permit the entry of a decree or order for relief against the Company in an involuntary case under the federal bankruptcy laws or under any other applicable federal or state law relating to insolvency or debtors relief; permit the appointment or consent to the appointment of a receiver, trustee, or custodian of the Company or of any of the Company's property; make an

assignment for the benefit of creditors; or admit in writing to be failing generally to pay its debts as such debts become due;

(e) if the Company shall default in the performance of or compliance with any agreement, condition or term contained in this Debenture or any of the other Debentures and such default shall not have been cured within 30 days after written notice of such default,

(f) Any of the representations or warranties made by the Company herein, in the Subscription Agreement, or in any certificate or financial or other statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Debenture or the Subscription Agreement shall be false or misleading in any material respect at the time made; or

(g) Any money judgment, writ or warrant of attachment, or similar process not covered by insurance in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of thirty
(30) days or in any event later than ten (10) days prior to the date of any proposed sale thereunder; or

(h) The Company shall have its Common Stock suspended from an exchange or over-the-counter market, then and in any such event the Holder of this Debenture shall have the option (unless the default shall have theretofore been cured) by written notice to the Company to declare the Debenture to be due and payable, whereupon the Debenture shall forthwith mature and become due and payable, at the applicable prepayment price on the date of such notice, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived, anything contained in this Debenture to the contrary notwithstanding. Upon the occurrence of an Event of Default, the Company shall promptly notify the Holder of this Debenture in writing setting out the nature of the default in reasonable detail.

11. REMEDIES ON DEFAULT, NOTICE TO OTHER HOLDERS. In case any one or more of the Events of Default shall occur, the Holder may proceed to protect and enforce his or her rights by a suit in equity, action at law or other appropriate proceeding, whether, to the extent permitted by law, for the specific performance

of any agreement of the Company contained herein or in aid of the exercise of any power granted hereby. If any Holder of one or more of the Debentures shall declare the same due and payable or take any other action against the Company in respect of an Event of Default, the Company will forthwith give written notice to the Holder of this Debenture, specifying such action and the nature of the default alleged.

12. AMENDMENTS. With the consent of the Holders of more than 50% in aggregate principal amount of the Debentures at the time outstanding, the Company, when authorized by a resolution of its Board of Directors, may enter into a supplementary agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Debenture or of any supplemental agreement or modifying in any manner the rights and obligations of the holders of Debentures or Common Stock issued upon conversion of the Debentures, and of the Company, provided, however, that no such supplemental agreement shall (a) extend the fixed maturity of any Debenture, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or alter or impair the right to convert the same into Common Stock at the rates and upon the terms provided in this Debenture, without the consent of the Holder of each of the Debentures so affected, or (b) reduce the aforesaid percentage of Debentures, the Holders of which are required to consent to any supplemental agreement, without the consent of the Holders of all Debentures then outstanding.

13. CHANGES, WAIVERS. ETC. Neither this Debenture nor any provisions hereof may be changed, waived, discharged or terminated orally, but only by a statement in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, except to the extent provided in Section 12 of this Debenture.

14. ENTIRE AGREEMENT. This Debenture embodies the entire agreement and understanding between the Holder and the Company and supersedes all prior agreements and understandings relating to the subject matter hereof.

15. GOVERNING LAW, JURISDICTION, ETC.

(a) It is the intention of the parties that the laws of the State of New York shall govern the validity of this Debenture, the construction of its terms and the interpretation of the rights and duties of the parties.

(b) In the case of any dispute, question, controversy or claim

arising among the parties hereto which shall arise out of or in connection with this Debenture, the same shall be submitted to arbitration before a panel of three arbitrators in New York, New York, in accordance with the rules of the American Arbitration Association. One arbitrator shall be appointed by the party or parties bringing the claims ("Claimant") and one arbitrator shall be appointed by the party or parties defending the claim ("Respondent"). The arbitrators selected by such parties shall be selected within thirty (30) days after notification by the Claimant to the Respondent that it has determined to submit such dispute, question, controversy or claim to arbitration. The two arbitrators so selected shall select a third arbitrator within thirty (30) days after the selection of the arbitrator selected by such parties. Should a party fail to select an arbitrator within the specified time period, or should the arbitrators selected by the parties fail to select a third arbitrator, the missing arbitrator or arbitrators shall be appointed by the New York, New York office of the American Arbitration Association. The decision of the panel shall be final and binding on the parties and enforceable in any court of competent jurisdiction. The costs of the arbitration will be imposed upon the Claimant and Respondent as determined by the arbitration panel or, failing such determination, will be borne equally by the Claimant and the Respondent. The successful or prevailing party or parties shall be entitled to recover reasonable attorneys fees in addition to any other relief to which it may be entitled.

(c) In the event of any dispute, question, controversy or claim arising among the parties hereto which shall arise out of or in connection with this Debenture, the parties shall keep the proceeding related to such controversy in strict confidence and shall not disclose the nature of said dispute, the status of the proceeding or any testimony, documents or information obtained or exchanged in the course of said proceeding without the express written consent of all parties to such dispute.

[SIGNATURE PAGE FOLLOWS]

CDKNET.COM, INC.

[Corporate Seat]

Number:          -2-
              ---------

Name of Holder:    Casa di Cura Dr. Pederzoli Spa
                  --------------------------------

                  --------------------------------

EXHIBIT I

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Debenture)

The undersigned hereby irrevocably elects to convert $___________ of the above Debenture No. ________ into ________ shares of Common Stock of CDKNET.COM, INC. (the"Company") according to the conditions set forth in such Debenture, as of the date written below.

The undersigned confirms the representations and warranties set forth in the Subscription Agreement.

* The original Debenture and this Notice of Conversion must be received by the Company within five business days following the date of Conversion.

EXHIBIT 10.3

TECHNOLOGY HORIZONS CORP.
595 Stewart Avenue
Garden City, New York 11530

REGISTRATION RIGHTS AGREEMENT

September 4, 1998

To: Kelly Music & Entertainment Corp.

Reference is made to the Assignment Agreement between you and Technology Horizons Corp. (the "Company") dated September 4, 1998 (the "Assignment Agreement"). Pursuant to the Assignment Agreement, you (the "Holder"), will receive between 1,538,182 and 1,683,637 shares of Common Stock of the Company ("Common Stock), as set forth in the Assignment Agreement, This letter sets forth the agreement of the Company to register the shares of Common Stock (collectively, the "Registrable Securities") under the Securities Act (as defined below) and your agreement with respect to several matters as set forth below if you register the Registrable Securities.

1. CERTAIN DEFINITIONS.

As used in this Agreement, the following terms shall have the following respective meanings:

"COMMISSION " means the Securities and Exchange Commission, or any other Federal agency at the time administering the Securities Act (as defined below).

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, or any similar Federal statute, and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be in effect.

"REGISTRATION EXPENSES" means, for purposes of Section 5 below, all expenses incurred by the Company in complying with this Agreement, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state securities or Blue Sky fees and expenses for the State of New York, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts, selling commissions and the fees and expenses of the Holder's own counsel.

"REGISTRABLE SECURITIES" means: (i) subject to the provisions of this Agreement, 20% of the Shares of Common Stock issued to the Holder pursuant to the Assignment Agreement; and (ii) any other securities of the Company issued in respect of the foregoing (because of stock splits. stock dividends, reclassification, recapitalizations, or similar events).

"REGISTRATION STATEMENT" means a registration statement filed by the Company with the Commission for a public offering and sale of securities of the Company (other than a registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporation).

"SECURITIES ACT" means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the Commission issued under such Act, as they each may from time to time, be in effect.

2. SECURITIES NOT REGISTERED.

The Holder agrees that, unless the Registrable Securities are registered, the Holder will not dispose of the Registrable Securities or any interest therein, unless and until the Registrable Securities have been validly registered under the Securities Act or the Company has determined that the intended disposition does not violate the Securities Act or the rules and regulations of the Commission thereunder (the Company may reasonably rely on an opinion of its counsel in making such determination).

3. PIGGYBACK REGISTRATION

3.1 (a) Subsequent to nine (9) months after the date hereof, if, at any time, the Company proposes or is required to register shares of Common Stock of the Company held by a majority of the holders (on the date hereof) of Common Stock of the Company, under the Securities Act on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), the Company shall give prompt written notice of its intention to do so to each of the Holders of record of Registrable Securities. Upon the written request of any Holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company shall

use its best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act (with the securities which the Company at the time proposes to register) to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered. The Holder shall furnish the Company with appropriate information (relating to the intentions of the Holder), in connection therewith as the Company shall reasonably request in writing. The Company shall use its best efforts to keep the registration statement current for a period of six months or until all Registrable Securities registered thereunder have been sold, which ever is sooner.

(b) If, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities of the majority of Holders of Common Stock of the Company.

3.2 The Holder's rights under Section 3.1 shall be subject of the limitation that, in the event that the Company files a Registration Statement for an underwritten public offering the registration of the Registrable Securities shall be upon the condition that:

(a) if requested by the managing underwriter as a condition of the offering, they be sold through the underwriters on the same terms and conditions as are applicable to the Company or all other selling stockholders of the Company; or

(b) if such condition is imposed by the managing underwriter, and the Holder does not wish to sell the Registrable Securities upon such terms and conditions, the Holder will agree not to transfer or otherwise dispose of any Registrable Securities for a period of time from the effective date of the Registration Statement (not to exceed one hundred eighty (180) days) specified by the managing underwriter.

3.3. If a registration of the Company's shares involves an offering by or

through underwriters, the Company, except as otherwise provided herein, shall not be required to include Registrable Securities therein if and to the extent the underwriter managing the offering reasonably believes in good faith and advises the Company in writing that such inclusion would materially and adversely affect such offering; provided that any such reduction or elimination shall be PRO RATA to all other selling stockholders participating in Such offering, in proportion to the respective number of shares they have requested to be registered.

3.4. In the event the Company receives private financing in an amount exceeding $1,000,000 and as a condition of such financing officers, directors and greater than 5% shareholders are required to agree not to sell, assign, or otherwise transfer any shares (a "lock-up Agreement"), the Holder agrees to enter into a lock-up agreement on the same terms as such other holders.

3.5. The registration rights granted hereunder shall expire on earlier of one (1) year from the date the Company has a class of equity securities registered under Section 12(b) or 12(g) of the Exchange Act or June, 20, 2000.

4. REGISTRATION PROCEDURES.

If and whenever the Company is required by the provisions of this Agreement to use its best efforts to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall:

(a) file with the Commission a Registration Statement with respect to such Registrable Securities and use its best efforts to cause that Registration Statement to become and remain effective;

(b) as expeditiously as possible, prepare and file with the Commission any amendments and supplements to the Registration Statement and the prospectus included in the Registration Statement as may be necessary to keep the Registration Statement effective for a period of not less than nine months from the effective date;

(c) as expeditiously as possible, furnish to the Holder such reasonable numbers of copies of the prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by the Holder; and

(d) as expeditiously as possible, use its best efforts to register or

qualify the Registrable Securities covered by the Registration Statement under the securities or Blue Sky laws of New York, and do any and all other acts and things that may be necessary or desirable to enable the Holders to consummate the public sale or other disposition in such states of the Registrable Securities owned by the Holder; PROVIDE , however, that the Company shall not be required in connection with this Section 4(d) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction.

If the Company has delivered preliminary or final prospectuses to the Holder and, after having done so, the prospectus is amended to comply with the requirements of the Securities Act, the Company shall promptly notify the Holder and, if requested, the Holder shall immediately cease making offers of Registrable Securities and return all prospectuses to the Company. The Company shall promptly provide the Holder with revised prospectuses and, following receipt of the revised prospectuses, the Holder shall be free to resume making offers of the Registrable Securities.

5. ALLOCATION OF EXPENSES.

The Company will pay all Registration Expenses of all Registration Statements under this Agreement.

6. INDEMNIFICATION.

In the event of any registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless the seller of such Registrable Securities, each underwriter of such Registrable Securities, and each other person, if any, who controls such seller or underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which such seller, underwriter or controlling person may become subject under the Securities Act, the Exchange Act, state securities or Blue Sky laws or otherwise, in so far as much losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Company will reimburse such seller,

underwriter and each such controlling person for any legal or any other expenses reasonably incurred by such seller, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by or on behalf of such seller, underwriter or controlling person specifically for use in the preparation thereof.

In the event of any registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement, each seller of Registrable Securities, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, and officers and each underwriter (if any) and each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which the Company, such directors and officers, underwriters or controlling person may become subject under the Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such seller, specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement: PROVIDED, HOWEVER, that the obligations of such seller hereunder shall be limited to an amount equal to the proceeds to each seller of Registrable Securities sold as contemplated herein.

Each party entitled to Indemnification under this Section 6 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; PROVIDED, that counsel for the

Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified party (whose approval shall not be unreasonably withheld); and, PROVIDE , further, ~that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party's expense; PROVIDED, HOWEVER, that the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shallconsent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party.

7. INDEMNIFICATION WITH RESPECT TO UNDERWRITTEN, OFFERING.

In the event that Registrable Securities are sold pursuant to a Registration Statement in an underwritten offering pursuant to Section 2 or 3, the Company agrees to enter into an underwriting agreement containing customary representations and warranties with respect to the business and operations of an issuer of the securities being registered and customary covenants and agreements to be performed by such issuer, including, without limitation, customary provisions with respect to indemnification by the Company of the underwriters of such offering.

8. INFORMATION BY THE HOLDER

The Holder shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this, Agreement.

9. SELECTION OF UNDERWRITER.

In the case of any registration effected pursuant to this agreement, the Company shall have the exclusive right to designate the managing underwriter in any underwritten offering.

10. SUCCESSORS AND ASSIGNS.

The provisions of this Agreement shall be binding upon. and inure to the benefit of, the respective successors, assigns, heirs, executors and administrators of the parties hereto.

11. FURTHER ASSURANCES.

From and after the date hereof, all persons subject to or bound by this Agreement shall from time to time, at the request of any such other person and without further consideration, do, execute and deliver, or cause to be done, executed and delivered, all such further acts, things and instruments as may reasonably be requested or required more effectively to evidence and give effect to the provisions, intent and purposes of this Agreement (including, without limitation, certificates to the effect that this Agreement continues operative and as to any defaults hereunder or modifications hereof).

       If to the Holder:                  Kelly Music & Entertainment Corp.
                                          250 West 57th Street
                                          New York, New York 10019
                                          Attn: President

       If to the Company:                 Technology Horizons Corp.
                                          595 Stewart Avenue, Suite 710
                                          Garden City, New York 11530
                                          Attn: Steven A. Horowitz


With a copy in each
case to:                                  Horowitz, Mencher, Klosowski, Nestler
                                                    & Scope, P.C.
                                          595 Stewart Avenue, Suite 710
                                          Garden City. New York 11530

All notices, requests, consents and other communications hereunder shall be deemed to have been given either (1) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth above, (2) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service, or (3) if sent by registered or certified mail, on the fifth business day following the day such mailing is made.

13. CERTAIN OTHER AGREEMENTS.

In the event Registrable Securities are included in a Registration Statement, you agree:

(a) to offer the Registrable Securities only in the manner set forth on the cover page of the Prospectus included in the Registration Statement;

(b) not to effect any transaction for the purpose of stabilizing the price of the Registrable Securities offered or any securities into which the Registrable Securities are convertible;

(c) to supply to any broker to whom you offer registered securities a copy of the Prospectus;

(d) to promptly report all sales made to the Company; and

(e) to comply with the provisions of Rule I Ob-6 under the Exchange Act.

14. APPLICABLE LAW.

This Agreement shall be governed and construed under the laws of the State of Delaware, without regard to any choice or conflicts of law principles thereof.

15. PRIORITY.

The registration of the Registrable Securities pursuant to this Agreement will occur prior to or pari passu with, and not subsequent to, the registration of any shares of Common Stock presently held by any holder of 5% or more of the stock of the Company.

Please acknowledge your consent to the terms of this Agreement by signing and returning a copy of this Agreement to the Company.

TECHNOLOGY HORIZONS CORP.

By: _______________________________

Accepted and agreed this 4th
day of September, 1998

By: _______________________________ Holder/Purchaser
President, Kelly Music and Entertainment Corp.

EXHIBIT 10.4

ASSIGNMENT AGREEMENT

This Assignment Agreement (the "Assignment"), dated this 4th day of September, 1998, is made between Kelly Music & Entertainment Corp. (the "Assignor"), and Technology Horizons Corp., a Delaware corporation (the "Assignee").

NOW, THEREFORE, in consideration of the promises, the agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Assignor and the Assignee hereby agree as follows:

1. The Assignor hereby assigns to the Assignee , its successors and assigns, to have and, to hold forever, all of the Assignor's right, title and interest in and to Assignor's 26.15% membership interest in CDKnet, LLC, which 26.15% represents all of Assignor's interest in and to CDKnet, LLC, along with all rights and benefits appurtenant thereto (the "Assignment"), immediately subsequent to which transfer Assignee will own, directly and indirectly, 100% of the membership interest in CDKnet, LLC. The 26,15% membership interest is assigned hereby free and clear of any and all liens and/or encumbrances.

2. The consideration for the Assignment is $5,230,000, payable as follows:

a. $600,000 of the $911,630 in secured debt owed by Assignor to CDKnet, LLC (consisting of $883,509 in principal amount and $28,121 in interest) will be retired by CDKnet, LLC. CDKnet, LLC hereby agrees to extend the maturity date of the remaining $311,630 to and including December 31, 2003, and grants to Assignor the right to retire the debt at any time after December 31, 2000 and prior to maturity (unless earlier by mutual agreement) by assigning shares of Assignee back to Assignee at the value, for this purpose, of $5.50 per share.

b. The remaining $4,630,000 will be payable as follows:
Assignee hereby agrees to issue to Assignor 1,538,182 shares of the Common Stock of Assignee (valued for the purposes of this Assignment at $2.75 per share), and either $400,000 in cash, provided Assignee completes financings in which Assignee collects an aggregate of at least $2,500,000 within 12 months from the date hereof (which amount is payable promptly upon such financings), or $400,000 of the Commnon Stock of Assignor (valued for the purposes of this Assignment at $2.75 per share) in the event such financings do not take place, provided, however that the 1,538,182 shares will be issued on tho earlier of

such financings or seven months from the date hereof. In the event of a cash payment, Assignor will provide Assignee with a list of Assignor's creditors to whom proceeds will be cut.

3. From and after the date hereof, upon request of Assignee, Assignor shall do, execute, acknowledge and deliver all such further acts, assurances, deeds, assignments, transfers, conveyances, powers of attorney and other instruments and papers as may be reasonably required to sell, assign, transfer, convey and deliver to and vest in Assignee all the rights and interests hereby assigned and transferred to Assignee or intended so to be assigned and transferred.

4. Nothing in this Assignment, express or Implied, is intended or shall be construed to confer upon, or give to, any person or entity other than die parties hereto and their respective successors and assigns, any remedy or claim under or by reason of this Assignment or any terms, covenants or conditions hereof, and all the terms, covenants and conditions, promises and agreements in this Assignment shall be for the sole and exclusive benefit of the parties hereto and their respective successors and assigns.

5. Certain of the Shares to be delivered in accordance with this Agreement are to be registered with the Securities and Exchange Commission pursuant to the Registration Rights Agreement entered into simultaneous herewith. Except for such Shares when registered, the Shares shall bu imprinted with a legend restricting the transfer of the Shares unless the same is registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or in the opinion of counsel, registration is not necessary, Assignor represents and warrants that he is receiving the Share for investment purposes and not with a view to, or in connection with, any distribution thereof in violation of any securities laws.

6. This Agreement and the Registration Rights Agreement sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersedes all prior agreements, promises, letters of intent, covenants, arrangements, communications, representations or warranties, whether oral of written, by any party hereto.

IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Assignment to be executed under seal as of the date first above written.

KELLY MUSIC & ENTERTAINMENT CORP.

Robert L. Kelly, President

TECHNOLOGY HORIZONS CORP.

AGREED AND CONSENTED TO:

CDKNET, LLC

CREATIVE TECHNOLOGY, LLC
By its Managing Member
Creative Music Products Corp.

EXHIBIT 10.5

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

WHEREAS, the undersigned entered into a Registration Rights Agreement dated June 3, 1999 (the "Agreement") in connection with shares of common stock of Technology Horizons Corp. (the "Company") held by Al Pock ("Pock"); and

WHEREAS, pursuant to the Agreement the Company is obligated to file a registration statement in connection with certain of such shares within six months of the date of the Agreement; and

WHEREAS, each of the undersigned recognizes that it is in the Company's best interest (in light of the present market conditions and need for additional Financing of the Company) to extend the period within which such registration statement need be filed; and

WHEREAS, the Company has requested, and Pock has agreed, to extend such period for an additional nine (9) months;

NOW THEREFORE, in consideration of the premises, the Agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree as follows:

1. Section 3.1 of the Agreement is hereby amended so that the words "six (6) months" on the second line therein is replaced by the words "fifteen
(15) months.

2. Except as modified above, the Agreement shall remain unmodified and in full force and effect, including but not limited to Section 15 thereof which states that the registration of the Registrable Securities (as defined therein) pursuant to the Agreement will occur prior to or pari passu with, and not subsequent to, the registration of any shares of common stock of the Company presently held by any holder of 5% or more of the stock of the Company.

IN WITNESS WHEREOF, the undersigned have caused this Amendment Agreement to be executed as of October 15, 1998.

TECHNOLOGY HORIZONS CORP.

EXHIBIT 10.6

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

WHEREAS, the undersigned entered into a Registration Rights Agreement dated June 3, 1998 (the "Agreement") in connection with shares of commons stock of Technology Horizons Corp. (the "Company") held by Robert Kelly ("Kelly"); and

WHEREAS, pursuant to the Agreement the Company is obligated to file a registration statement in connection with certain of such shares within six months of the date of the Agreement; and

WHEREAS, each of the undersigned recognizes that it is in the Company's best interest (in light of the present market conditions and need for additional financing of the Company) to extend the period within which such registratoin statement need be filed; and

WHEREAS, the Company has requested, and Ke1ly has agreed, to extend such period for an additional nine (9) months;

NOW THEREFORE, in consideration of the premises, the agreement set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree as follows:

1. Section 3.1 of the Agreement is hereby amended so that the words "six (6) months" on the second line therein is replaced by the words "fifteen
(15) months".

2. Except as modified above, the Agreement shall remain unmodified and in full force and effect, including but not, limited to Section 15 thereof which states that the registration of the Registrable Securities (as defined.therein) pursuant to the Agreement will occur prior to or pari passu with, and not subsequent to, the registration of any shares of common stock of the Company presently held by any holder of 5% or more of the stock of the Company.

IN WITNESS WHEREOF, the undersigned have caused this Amendment Agreement to be executed as of October 15, 1998.

TECHNOLOGY HORIZONS CORP.

EXHIBIT 10.7

TECHNOLOGY HORIZONS CORP.
595 Stewart Avenue
Garden City, New York 11530

REGISTRATION RIGHTS AGREEMENT

June 3, 1998

To: Robert L. Kelly

Reference is made to the Assignment Agreement between you and Technology Horizons Corp. (the "Company") dated June 3, 1998 (the "Assignment Agreement"). Pursuant to the Assignment Agreement, you (the "Holder"), have received 363,636 shares of Common Stock of the Company ("Common Stock"), as set forth in the Assignment Agreement. This letter sets forth the agreement of the Company to register the shares of Common Stock (collectively, the "Registrable Securities") under the Securities Act (as defined below) and your agreement with respect to several matters as set forth below if you register the Registrable Securities.

1. CERTAIN DEFINITIONS.

As used in this Agreement, the following terms shall have the following respective meanings:

"COMMISSION " means the Securities and Exchange Commission, or any other Federal agency at the time administering the Securities Act (as defined below).

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, or any similar Federal statute, and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be in effect.

"REGISTRATION EXPENSES" means, for purposes of Section 5 below, all expenses incurred by the Company in complying with this Agreement, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state securities or Blue Sky fees and expenses for the State of New York, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts, selling commissions and

the fees and expenses of the Holder's own counsel.

"REGISTRABLE SECURITIES" means: (i) subject to the provisions of this Agreement, 40% of the Shares of Common Stock issued to the Holder pursuant to the Assignment Agreement; and (ii) any other securities of the Company issued in respect of the foregoing (because of stock splits, stock dividends, reclassifications, recapitalizations, or similar events).

"REGISTRATION STATEMENT" means a registration statement filed by the Company with the Commission for a public offering and sale of securities of the Company (other than a registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporation).

"SECURITIES ACT" means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the Commission issued under such Act, as they each may from time to time, be in effect.

2. SECURITIES NOT REGISTERED.

The Holder agrees that, unless the Registrable Securities are registered, the Holder will not dispose of the Registrable Securities or any interest therein, unless and until the Registrable Securities have been validly registered under the Securities Act or the Company has determined that the intended disposition does not violate the Securities Act or the rules and regulations of the Commission thereunder (the Company may reasonably rely on an opinion of its counsel in making such determination).

3. REGISTRATION

3.1 (a) On one occasion, the Company shall, as soon as practicable, (but in any event within six (6) months after the date hereof), file a Registration Statement pursuant to the Securities Act, in order that the Registrable Securities may be sold under the Securities Act as Promptly as practicable thereafter, and the Company will use its commercially reasonable best efforts to cause such registration to become effective, provided that the Holder shall furnish the Company with appropriate information (relating to the intentions of the Holder), in connection therewith as the Company shall reasonably request in writing. The Company shall use its best efforts to keep the registration statement current for a period of six months or until all Registrable Securities registered thereunder have been sold, which ever is sooner,

(b) The Company shall be entitled once to postpone for a reasonable period of time (but not to exceed 90 days) the filing of any registration statement required to be prepared and filed by it pursuant to this Section 3.1 if a nationally recognized investment bank shall advise the Company in writing that, in its opinion, the Company is unable to effect an underwritten offering due to then currently prevailing market conditions or due to circumstances affecting the financial condition, business or operations of the Company. Promptly (but in no event more than 30 days) after receipt of such opinion, the Company shall give the Holder written notice of its determination to postpone the filing of any registration statement, and an approximation of the anticipated delay.

(c) The rights of Holder to registration pursuant to
Section 3.1(a) are subject to the following limitations: (i) the Company shall not be obligated to effect a registration within six months after the effective date of any other registration of securities (other than pursuant to a registration on Form S-4 or S-8 or any successor or similar form which is then in effect), and (ii) in no event shall the Company be required to effect more than one registration pursuant to this Section 3.1.

3.2 The Holder's rights under Section 3.1 shall be subject of the limitation that, in the event that the Company files a Registration Statement for an underwritten public offering the registration of the Registrable Securities shall be upon the condition that:

(a) if requested by managing underwriter as a condition of the offering, they be sold through the underwriters on the same terms and conditions as are applicable to the Company or all other selling stockholder of the Company; or

(b) if such condition is imposed by the managing underwriter, and the Holder does not wish to sell the Registrable Securities upon such terms and conditions, the Holder will agree not to transfer or otherwise dispose of any Registrable Securities for a period of time from the effective date of the Registration Statement (not to exceed one hundred eighty (180) days) specified by the managing underwriter.

3.3. If a registration of the Company's shares involves an offering by or through underwriters, the Company, except as otherwise provided herein, shall not be required to include Registrable Securities therein if and to the extent the underwriter managing the offering reasonably believes in good faith and advises the Company in writing that such inclusion would materially and

adversely affect such offering; provided that any such reduction or elimination shall be PRO RATA to all other selling stockholders participating in such offering, in proportion to the respective number of shares they have requested to be registered.

3.4. In the event the Company receives private financing in an amount exceeding $1,000,000 and as a condition of such financing officers, directors and greater than 5% shareholders arc required to agree not to sell, assign, or otherwise transfer any shares (a "lock-up Agreement"), the Holder agrees to enter into a lock-up agreement on the same terms as such other holders.

3.5. The registration rights granted hereunder shall expire on earlier of one (1) year from the date the Company has a class of equity securities registered under Section 12(b) or 12(g) of the Exchange Act or June, 20, 2000.

3.6. Notwithstanding the provisions of Sections 3 and 4 hereof;
(a) the Company shall have the right to delay or suspend the preparation and filing of a registration statement for up to 90 days if in the reasonable and good faith judgment of a majority of the Directors on the Board of Directors of the Company such preparation or filing would impede, delay or interfere in any material fashion with any material financing or material business transaction actively being pursued by the Company at time of receipt of the request for such registration or with the ability of the Company to conduct its affairs or would have a material adverse effect on the business, properties or financial condition of the Company; PROVIDED, HOWEVER, that the Company shall use its commercially reasonable best efforts to cause the registration statement to become effective within 180 days, and shall only be entitled to utilize this clause once in any 12 month period; and (b) if, the Company is working on an underwritten public offering of Common Stock (a "Company Initiated Public Offering") and is advised by the managing underwriter(s) in writing that such offering would in its or their opinion be adversely affected by such filing, then the Company shall have, the right, upon notice to the Holder requesting registration within 14 days after receipt of such request, to delay or suspend the filing of the registration statement requested by such Holder; PROVIDED that the Company shall use its best efforts to cause any such registration statement requested by the Holders to become effective within 180 days (or, if required by the underwriters for the Company Initiated Public Offering, within 270 days) after the date on which all securities covered by (the Company Public Offering have been sold, and that the Company shall use its best efforts to include any Registrable Securities that are the subject of a notice delivered by Holders under Section 3 in the registration statement for such Company Initiated Public Offering.

4. REGISTRATION PROCEDURES.

If and whenever the Company is required by the provisions of this Agreement to use its best efforts to effect the registration of any of the Registrable Securities under the Securities Act, the Company shall:

(a) file with the Commission a Registration Statement with respect to such Registrable Securities and use its best efforts to cause that Registration Statement to become and remain effective;

(b) as expeditiously as possible, prepare and file with the commission any amendments and supplements to the Registration Statement and the prospectus included in the Registration Statement as may be necessary to keep the Registration Statement effective for a period of not less than nine months from the effective date;

(c) as expeditiously as possible, use its best efforts to register or qualify the Registrable Securities covered by the Registration Statement under the securities or Blue Sky laws of New York, and do any and all other acts and things that may be necessary or desirable to enable the Holders to consummate the public sale or other disposition in such states of the Registrable Securities owned by the Holder, and

(d) as expeditiously as possible, use its best efforts to register or qualify the Registrable Securities covered by the Registration Statement under the securities or Blue Sky laws of New York, and do any and all other acts and things that may be necessary or desirable to enable the Holders to consummate the public sale or other disposition in such states of the Registrable Securities owned by the Holder; PROVIDED, HOWEVER, that the Company shall not be required in connection with this Section 4(d) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction.

If the Company has delivered preliminary or final prospectuses to the Holder and, after having done so, the prospectus is amended to comply with the requirements of the Securities Act, the Company shall promptly notify the Holder and, if requested, the Holder shall immediately cease making offers of Registrable Securities and return all prospectuses to the Company. The Company shall promptly provide the Holder with revised prospectuses and, following receipt of the revised prospectuses, the Holder shall be free to resume making offers of the Registrable Securities.

5. ALLOCATION EXPENSES.

The Company will pay all Registration Expenses of all Registration Statements under this Agreement.

6. INDEMNIFICATION.

In the event of any registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless the seller of such Registrable Securities, each underwriter of such Registrable Securities, and each other person, if any, who controls such seller or underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which such seller, underwriter or controlling person may become subject under the Securities Act, the Exchange Act, state securities or Blue Sky laws or otherwise, insofar as much losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arise out of or are based upon the omission or alleged omission to state a material fact, required to be stated therein or necessary to make the statements therein not misleading; and the Company will reimburse such seller, underwriter and each such controlling person for any legal or any other expenses reasonably incurred by such seller, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement in reliance upon and in conformity with information furnished to the Company, in writing, by or on behalf of such seller, underwriter or controlling person specifically for use in the preparation thereof.

In the event of any registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement, each seller of Registrable Securities, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, and officers and each underwriter (if any) and each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which the Company, such directors and officers underwriters or controlling person may become subject

under the Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such seller, specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; PROVIDE, HOWEVER, that the obligations of such seller hereunder shall be limited to an amount equal to the proceeds to each seller of Registrable Securities sold as contemplated herein.

Each party entitled to Indemnification under this Section 6 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit, the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; PROVIDED, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified party (whose approval shall not be unreasonably withheld); and, PROVIDED, FURTHER, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The indemnified Part may participate in such defense at such party's expense; PROVIDED, HOWEVER, that the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as, an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party.

7. INDEMNIFICATION WITH RESPECT TO UNDERWRITTEN OFFERING.

In the event that Registrable Securities are sold pursuant to a Registration Statement in an underwritten offering pursuant to Section 2 or 3, the company agrees to enter into an underwriting agreement containing customary representations and warranties with respect to the business and operations of an issuer of the securities being registered and customary covenants and agreements to be performed by such issuer, including, without limitation, customary provisions with respect to indemnification by the Company of the underwriters of such offering.

8. INFORMATION BY THE HOLDER.

The Holder shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement.

9. SELECTION OF UNDERWRITER.

In the case of any registration effected pursuant to this Agreement, the Company shall have the exclusive right to designate the managing underwriter in any underwritten offering.

10. SUCCESSOR AND ASSIGNS.

The provisions of this Agreement shall be binding upon, and inure to the benefit of, the respective successors, assigns, heirs, executors and administrators of the parties hereto.

11. FURTHER ASSURANCES.

From and after the date hereof, all persons subject to or bound by this Agreement shall from time to time, at the request of any such other person and without further consideration, do execute and deliver, or cause to be done, executed and delivered, all such further acts, things and instruments as may reasonably be requested or required more effectively to evidence and give effect to the provisions, intent and purposes of this Agreement (including, without limitation, certificates to the effect that this Agreement continues operative and as to any defaults hereunder or modifications hereof).

     If to the Holder:     Robert L. Kelly
                           250 West 57th Street
                           New York. New York 10019


     If to the Company:    Technology Horizons Corp,
                           595 Stewart Avenue, Suite 710
                           Garden City, New York 11530
                           Attn: Steven A. Horowitz

With a copy in each
case to;                   Horowitz, Mencher, Klosowski, Nestler & Scope, P.C.
                           595 Stewart Avenue, Suite 710
                           Garden City, New York 11530

All notices, requests, consents and other communications hereunder shall be deemed to have been given either (1) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth above,
(2) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier service, or (3) if sent by registered or certified mail, on the fifth business day following the day such mailing is made.

13. CERTAIN OTHER AGREEMENTS.

In the event Registrable Securities are included in a Registration Statement, you agree:

(a) to offer the Registrable Securities only in the manner set forth on the cover page of the Prospectus included in the Registration Statement;

(b) not to effect any transaction for the purpose of stabilizing the price of the Registrable Securities offered or any securities into which the Registrable

Securities are convertible;

(c) to supply to any broker to whom you offer registered securities a copy of the Prospectus;

(d) to promptly report all sales made to the Company; and

(e) to comply with the provisions of Rule lOb-6 under the Exchange Act.

14. APPLICABLE LAW.

This Agreement shall be governed and construed under the laws of the State of Delaware, without regard to any choice or conflicts of law principles thereof.

15. PRIORITY.

The registration of the Registrable Securities pursuant to this Agreement will occur prior to or pari passu with, and not subsequent to, the registration of any shares of Common Stock presently held by any holder of 5% or more of the stock of the Company.

Please acknowledge your consent to the terms of this Agreement by signing and returning a copy of this Agreement to the Company.

TECHNOLOGY HORIZONS CORP.

Accepted and agreed this 3rd
day of June 1998

EXHIBIT 10.8

TECHNOLOGY HORIZONS CORP.
595 Stewart Avenue
Garden City, New York 11530

REGISTRATION RIGHTS AGREEMENT

June 3, 1998

To: Alvin Pock

Reference is made to the Assignment Agreement between you and Technology Horizons Corp. (the "Company") dated June 3, 1998 (the "Assignment Agreement"). Pursuant to the Assignment Agreement, you (the "Holder"), have received 936,727 shares of Common Stock of the Company ("Common Stock"), as set forth in the Assignment Agreement. This letter sets forth the agreement of the Company to register the shares of Common Stock (collectively, the "Registrable Securities") under the Securities Act (as defined below) and your agreement with respect to several matters as set forth below if you register the Registrable Securities.

1. CERTAIN DEFINITIONS

As used in this Agreement, the following terms shall have the following respective meanings:

"COMMISSION " means the Securities and Exchange Commission, or any other Federal agency at the time administering the Securities Act (as defined below).

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, or any similar Federal statute, and the rules and regulations of the Commission issued under such Act, as they each may, from time to time, be in effect.

"REGISTRATION EXPENSES" means, for purposes of Section 5 below, all expenses incurred by the Company in complying with this Agreement, including, without limitation, all registration and filing fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, state securities or Blue Sky fees and expenses for the State of New York, and the expense of any special audits incident to or required by any such registration, but excluding underwriting discounts, selling commissions and the fees and expenses of the Holder's own counsel.

"REGISTRABLE SECURITIES" means: (i) subject to the provisions of this Agreement, 40% of the Shares of Common Stock issued to the Holder pursuant to the Assignment Agreement; and (ii) any in respect of the foregoing (because of stock splits, stock dividends, reclassifications, recapitalizations, or similar events).

"REGISTRATION STATEMENT" means a registration statement filed by the Company with the Commission for a public offering and sale of securities of the Company (other than a registration statement covering only securities proposed to be issued in exchange. for securities or assets of another corporation).

"SECURITIES ACT" means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the Commission issued under such Act, as they each may from time to time, be in effect.

2. SECURITIES NOT REGISTERED.

The Holder agrees that, unless the Registrable Securities are registered, the Holder will not dispose of the Registrable Securities or any interest therein, unless and until the Registrable Securities have been validly registered under the Securities Act or file Company has determined that tile intended disposition does not violate the Securities Act or the rules and regulations of the Commission thereunder (the Company may reasonably rely on an opinion of its counsel in making such determination).

3. REGISTRATION

3.1 (a) On one occasion, the Company shall, as soon as practicable, (but in any event within six (6) months after the date hereof), file a Registration Statement pursuant to the Securities Act, in order that the Registrable Securities may be sold under the Securities Act as promptly as practicable thereafter, and the Company will use its commercially reasonable best efforts to cause such registration to become effective, provided that the Holder shall furnish the Company with appropriate information (relating to the intentions of the Holder), in connection therewith as the Company shall reasonably request in writing. The Company shall use its best efforts to keep the registration statement current for a period of six months or until all Registrable Securities registered thereunder have been sold, which ever is sooner.

(b) The Company shall be entitled once to postpone for a reasonable period of time (but not to exceed 90 days) the filing of any registration statement required to be prepared and filed by it pursuant to this Section 3.1 if nationally recognized investment bank shall advise the Company in writing that, in its opinion, the Company is unable to effect an underwritten offering due to then currently prevailing market conditions or due to circumstances affecting the financial condition, business or operations of the Company, Promptly (but in no event more than 30 days) after receipt of such, opinion, the Company shall give the Holder written notice of its determination to postpone the filing of any registration statement. and an approximation of the anticipated delay,

(c) The rights of Holder to the registration pursuant to
Section 3. 1 (a) are subject to the following limitations: (i) the Company shall not be obligated to effect a registration within six months after the effective date of any other registration of securities (other than pursuant to

registration on Forms S-4 or S-8 or any successor or similar form which is then in effect), and (ii) in no event shall the Company be required to effect more than one registration pursuant to this Section 3.1

3.2 The Holder's rights under Section 3.1 shall be subject of the limitation that, in the event that the Company files a Registration Statement for an underwritten public offering the registration of the Registrable Securities shall be upon the condition that:

(a) if requested by the managing underwriter as a condition of the offering, they be sold through the underwriters on the same terms and conditions as arc applicable to the Company or all other selling stockholders of the Company; or

(b) if such condition is imposed by the managing underwriter, and the Holder does not wish to sell the Registrable Securities upon such terms and conditions, the Holder will agree not to transfer or otherwise dispose of any Registrable Securities for a period of time from the effective date of the Registration Statement (not to exceed one hundred eighty (180) days) specified by the Managing underwriter.

3.3. If it registration of the Company's shares involves an offering by or through underwriters, the Company, except as otherwise provided herein, shall not be required to include Registrable Securities therein if and to the extent the underwriter managing the offering reasonably believes in good faith and advises the Company in writing that such inclusion would materially and adversely affect such offering; provided that any such reduction or elimination shall be PRO RATA to all other selling stockholders participating in such offering, in proportion to the respective number of shares they have requested to be registered.

3.4. In the event the Company receives private financing in an amount exceeding $1,000,000 and as a condition of such financing officers, directors and greater than 5% shareholders arc required to agree not to sell, assign, or otherwise transfer any shares (a "lock-up Agreement"), the Holder agrees to enter into a lock-tip agreement on the same terms as such other, holders.

3.5. The registration rights granted hereunder shall expire on earlier of one (1) year from the date the Company has a class of equity securities registered under Section 12(b) or 12(g) of the Exchange Act or June, 20, 2000.

3.6. Notwithstanding the provisions of Sections 3 and 4 hereof;
(a) the Company shall have the right to delay or suspend the preparation and filing of a registration statement for up to 90 days if in the reasonable and good faith judgment of a majority of the Directors on the Board of Directors of the Company such preparation or filing would impede, delay or interfere in any material fashion with any material financing or material business transaction actively being pursued by the Company at time of receipt of the request for such registration or with the ability of the Company to conduct its affairs or would have a material adverse effect on the business, properties or financial condition of the Company; PROVIDED, HOWEVER, that the Company shall use its commercially reasonable best efforts to cause the registration statement to become effective within 180 days, and shall only be entitled to utilize this clause once in any 12 month period; and (b) if, the Company is

working on an underwritten, public offering of Common Stock (a "Company Initiated Public Offering") and is advised by the managing underwriter(s) in writing that such offering would in its or their opinion be adversely affected by such filing, then the Company shall have the right, upon notice to the Holder requesting registration within 14 days after receipt of such request, to delay or suspend the filing of the registration statement requested by such Holder; PROVIDED that the Company shall use its best efforts to cause any such registration statement requested by the Holders to become effective within 180 days (or, if required by the underwriters for the Company Initiated Public Offering, within 270 days) after the date on which all securities covered by the Company Public Offering have been sold, and that the Company shall use its best efforts to include any Registrable Securities that are the subject of a notice delivered by Holders under
Section 3 in the registration statement for such Company Initiated Public Offering.

4. REGISTRATION PROCEDURES.

If and whenever the Company is required by the provisions of this Agreement to use its best efforts to effect the registration of any of tho Registrable Securities under the Securities Act, the Company shall:

(a) file with the Commission a Registration Statement with respect to such Registrable Securities and use its best efforts to cause that Registration Statement to become and remain effective;

(b) as expeditiously as possible, prepare and file with the Commission any amendments and supplements to the Registration Statement and the prospectus included in the Registration Statement as may be necessary to keep the Registration Statement effective for a period of not less than nine months from the effective date;

(c) as expeditiously as possible, furnish to the Holder such reasonable numbers of copies of the prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by The Holder; and

(d) as expeditiously as possible, use its best efforts to register or qualify the Registrable Securities covered by the Registration Statement under the securities or Blue Sky laws of New York, and do any and all other acts and things that may be necessary or desirable to enable the Holders to consummate the public sale or other disposition in such states of the Registrable Securities owned by the Holder; PROVIDED, HOWEVER, that the Company shall not be required in connection with this Section 4(d) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction.

If the Company has delivered preliminary or final prospectuses to the Holder and, after having done so, the prospectus is amended to comply with the requirements of the Securities Act, the Company shall promptly notify the Holder and, if requested, the Holder shall immediately cease making offers of Registrable Securities and return all prospectuses to the Company. The Company

shall promptly provide the Holder with revised prospectuses and, following receipt of the revised prospectuses, the Holder shall be free to resume making offers of the Registrable Securities.

5. ALLOCATION OF EXPENSES.

The Company will pay all Registration Expenses of all Registration Statements under this Agreement.

6. INDEMNIFICATION

In the event of any registration of any of the Registrable Securities tinder the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless the seller of such Registrable Securities, each underwriter of such Registrable Securities, and each other person, if any, who controls such seller or underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which such seller, underwriter or controlling person may become subject under the Securities Act, the Exchange Act, state securities or Blue Sky laws or otherwise, in so far as much losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement wider which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arise out of or arc based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Company will reimburse such seller, underwriter and each such controlling person for any legal or any other expenses reasonably incurred by such seller, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by or on behalf of such seller, underwriter or controlling person specifically for use in the preparation thereof.

In the event of any registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement, each seller of Registrable Securities, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, and officers and each underwriter (if any) and each person, if any, who controls (the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which the Company, such directors and officers. underwriters or controlling person may become subject under the Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration

Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by or on behalf of such seller, specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement, PROVIDED, HOWEVER, that the obligations of such seller hereunder shall be limited to an amount equal to the proceeds to each seller of Registrable Securities sold as contemplated herein.

Each party to Indemnification under this Section 6 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; PROVIDED, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified party (whose approval shall not be unreasonably withheld); and, PROVIDED, FURTHER, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party's expense; PROVIDED, HOWEVER, that the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party.

7. INDEMNIFICATION WITH RESPECT TO UNDERWRITTEN OFFERING

In the event that Registrable Securities are sold pursuant to a registration statement in an underwritten offering pursuant to section 2 or 3, the Company agrees to enter into an underwriting agreement containing customary representations and warranties with respect to the business and operations of an issuer of the securities being registered and customary covenants and agreements to be performed by such issuer, including, without limitation, customary provisions with respect to indemnification by the Company of the underwriters of such offering.

8. INFORMATION BY THE HOLDER.

The Holder shall furnish to the Company such information regarding such Holder and the distribution proposed by such Holder as the Company may request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement.

9. SELECTION OF UNDERWRITER

In the case of any registration effected pursuant to this Agreement, the Company shall have the exclusive right to designate the managing underwriter in any underwritten offering.

10. SUCCESSORS AND ASSIGNS.

The provisions of this Agreement shall be binding upon, and inure to the benefit of, the respective successors, assigns, heirs, executors and administrators of the parties hereto.

11. FURTHER ASSURANCES.

From and after the date hereof, all persons subject to or bound by this Agreement shall from time to time, at the request of any such other person and without further consideration, do, execute and deliver, or cause to be done, executed and delivered, all such further acts, things and instruments as may reasonably be requested or required more effectively to evidence and give effect to the provisions, intent and purposes of this Agreement (including, without limitation, certificates to the effect that this Agreement continues operative and as to any defaults hereunder or modifications hereof).

If to the Holder:       Alvin Pock
                        320 Bay Drive
                        Massapequa, New York 11758

If to the Company:      Technology Horizons Corp,
                        595 Stewart Avenue, Suite 710
                        Garden City, New York 11530
                        Attn: Steven A. Horowitz
With a copy in each
case to:                Horowitz, Mencher, Klosowski, Nestler & Scope, P.C.
                        595 Stewart Avenue, Suite 710
                        Garden City, New York 11530

All notices, requests, consents and other communications hereunder shall be deemed to have been given either (1) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth above,
(2) if sent by overnight courier, on the next business day following the

day such notice is delivered to the courier service, or (3) if sent by registered or certified mail, on the fifth business day following the day such mailing is made.

13. CERTAIN OTHER AGREEMENTS.

In the event Registrable Securities are included in a Registration Statement, you agree;

(a) to offer the Registrable Securities only in the manner set forth on the cover page of the Prospectus included in the Registration Statement;

(b) not to effect any transaction for the purpose of stabilizing the price of the Registrable Securities offered or any securities into which the Registrable Securities are convertible;

(c) to supply to any broker to whom you offer registered securities a copy of the Prospectus;

(d) to promptly report all sales made to the Company; and

(e) to comply with the provisions of Rule 10b-6 under the Exchange Act,

14. APPLICABLE LAW.

This Agreement shall be governed and construed under the laws of the State of Delaware, without regard to any choice or conflicts of law principles thereof.

Please acknowledge your consent to terms of this Agreement by signing and returning a copy of this Agreement to the Company.

TECHNOLOGY HORIZONS CORP.

Accepted and agreed this 3rd
day of June, 1998

EXHIBIT 10.9

ASSIGNMENT AGREEMENT

This Assignment Agreement (the "Assignment"), dated this 3rd day of June, 1998, is made between Robert L. Kelly (the "Assignor"), and Technology Horizons Corp,, a Delaware corporation (the "Assignee").

NOW, THEREFORE, in consideration of the premises, the agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which arc hereby acknowledged, the Assignor and the Assignee hereby agree as follows:

1. The Assignor hereby assigns to the Assignee , its successors and assigns, to have and to hold forever, all of the Assignor's right, title and interest in and to Assignor's 6.25%-membership interest in CDKnet, LLC, which 6.25% represents all of Assignor's interest in and to CDKnet, LLC, along with all rights and benefits appurtenant thereto (the "Assignment").

2. In consideration of the Assignment, Assignee hereby agrees to promptly issue to Assignor 363,636 shares of common stock of Assignee, $.0001 par value per share (the "Shares"),

3. From and after the date hereof, upon request of Assignee, Assignor shall do, execute, acknowledge and deliver all such further acts, assurances, deeds, assignments, transfers, conveyances, powers of attorney and other instruments and papers as may be reasonably required to sell, assign, transfer, convey and deliver to and vest in Assignee all the rights and interests hereby assigned and transferred to Assignee or intended so to be assigned arid transferred.

4. Nothing in this Assignment, express or implied, is intended or shall be construed to confer upon, or give to, any person or entity other than the parties hereto and their respective successors and assigns, any remedy or claim under or by reason of this Assignment or any terms, covenants or conditions hereof, and all the terms, covenants and conditions, promises and agreements in this Assignment shall be for the sole arid exclusive benefit of the parties hereto and their respective successors and assigns.

5. Certain of the Shares to be delivered in accordance with this Agreement are to be registered with the Securities and Exchange Commission pursuant to the Registration Rights Agreement entered into simultaneous herewith. Except for such Shares when registered, the Shares shall be imprinted with a legend restricting the transfer of the Shares unless the same is registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or in the opinion of counsel, registration is not necessary. Assignor represents and warrants that he is receiving the Shares for investment purposes and not with a view to, or in connection with, any distribution thereof in violation of any securities laws.

6. This Agreement and the Registration Rights Agreement sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained

herein, and supersedes all prior agreements, promises, letters of intent, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party hereto.

IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Assignment to be executed under seal as of the date first above written.

TECHNOLOGY HORIZONS CORP.

By: __________________________

Name: ________________________

Title: _______________________

AGREED AND CONSENTED TO:

KELLY MUSIC & ENTERTAINMENT CORP.

By: ________________________________
Michael Jolly, Vice President

CDKNET, LLC

By: ________________________________

CREATIVE TECHNOLOGY, LLC
By its Managing Member
Creative Music Products Corp.

By: ________________________________

EXHIBIT 10.10

ASSIGNMENT AGREEMENT

This Assignment Agreement (the "Assignment"), dated this 3rd day of June, 1998, is made between Alvin Pock (the "Assignor"), and Technology Horizons Corp., a Delaware corporation (the "Assignee"),

NOW, THEREFORE, in consideration of the premises, the agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. the Assignor and the Assignee hereby agree as follows:

1. The Assignor hereby assigns to the Assignee , its successors and assigns, to have and to hold forever, all of the Assignor's right, title and interest in and to Assignor's 16.1%, membership interest in CDKnet, LLC, which 16.1 % represents all of Assignor's interest in and to CDKnet, LLC, along with all rights and benefits appurtenant thereto (the "Assignment").

2. In consideration of the Assignment, Assignee hereby agrees to promptly issue to Assignor 936,727 shares of common stock of Assignee, $.0001 par value per share.

3. From and after the date hereof, upon request of Assignee, Assignor shall do, execute, acknowledge and deliver all such further acts, assurances, deeds, assignments, transfers, conveyances, powers of attorney and other instruments and papers as may be reasonably required to sell, assign, transfer, convey and deliver to and vest in Assignee all the rights and interests hereby assigned and transferred to Assignee or intended so to be assigned and transferred.

4. Nothing in this Assignment, express or implied, is intended or shall be construed to confer upon, or give to, any person or entity other than the parties hereto and their respective successors and assigns, any remedy or claim under or by reason of this Assignment or any terms, covenants or conditions hereof, and all the terms, covenants and conditions, promises and agreements in this Assignment shall be for the sole and exclusive benefit of the parties hereto and their respective successors and assigns.

5. Certain of the Shares to be delivered in accordance with this Agreement are to be registered with the Securities and Exchange Commission pursuant to the Registration Rights Agreement entered into simultaneous herewith. Except for such Shares when registered, the Shares shall be imprinted with a legend restricting the transfer of the Shares unless the same is registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or in the opinion of counsel, registration is not necessary. Assignor represents and warrants that he is receiving the Shares for investment purposes and not with a view to, or in connection with, any ,distribution thereof in violation of any securities laws.

6. This Agreement and the Registration Rights Agreement sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersedes all prior agreements, promises, letters of intent, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party hereto.

IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Agreement to be executed under seal as of the date first above written.

TECHNOLOGY HORIZONS CORP.

AGREED AND CONSENTED TO:

KELLY MUSIC & ENTERTAINMENT CORP.

CDKNET, LLC

CREATIVE TECHNOLOGY, LLC
By its Managing Member
Creative Music Products Corp.

EXHIBIT 10.11

ASSIGNMENT AGREEMENT

This Assignment Agreement, (the "Agreement"), dated this 3rd day of June 1998, is made between Kelly Music & Entertainment Corp. (the "Assignor"), and CDKnet, LLC (the "Assignee").

WHEREAS, Assignor owes to Assignee in excess of $1,000,000 in respect of various advances, loans and other financial accommodations make to Assignor, all as set forth on the books and records of Assignor, and certain rights and security in connection therewith including, without limitation, the security agreement delivered in connection therewith (collectively, the "Debt");

WHEREAS, each of Assignor and Assignee desires, on the terms and conditions below, to exchange certain of the Debt in return for certain of Assignor's interest in Assignee;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Assignor and the Assignee hereby agree as follows.

1. The Assignor hereby assigns to the Assignee, its successors and assigns, to have and to hold forever, 5% of Assignor's interest in Assignee, so that, effective upon such assignment, Assignor will hold a 26.15 % interest in Assignee.

2. The Assignee hereby agrees that, in consideration for the assignment pursuant to Section I above, $800,000 of the Debt is hereby retired.

3. From and after the date hereof, upon request of Assignee, Assignor shall do, execute, acknowledge and deliver all such further acts, assurances, deeds, assignments, transfers, conveyances, powers of attorney and other instruments and papers as may be reasonably required to sell, assign, transfer, convey and deliver to and vest in Assignee all the rights and interests hereby assigned and transferred to Assignee or intended so to be assigned and transferred.

4. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon, or give to, any person other than the parties hereto and their respective successors and assigns, any remedy or claim under or by reason of this Agreement or any terms, covenants or conditions hereof, and all the terms, covenants and conditions, promises and agreements in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their respective successors and assigns.

5. This Agreement sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersedes all prior agreements, promises, letters of intent, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party hereto.

IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Agreement to be executed under seal as of the date first above written.

KELLY MUSIC & ENTERTAINMENT CORP.

By:
Name:
Title:

CDKnet, LLC

By:
Name:
Title:

AGREED AND CONSENTED TO:

CREATIVE TECHNOLOGY, LLC
by its Managing Member, Creative Music
Products Corp.

Ex. 10.12

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, effective as of August 1, 1999 between CDKnet, LLC, a New York limited liability company, having a place of business at 250 West 57th Street, New York, New York 10019 ("Employer"), and Shai Bar Lavi, residing at 199 West Shore Road, Kingspoint, NY 11024, ("Employee").

W I T N E S S E T H :

WHEREAS, Employer desires to employ the Employee to serve as the President of Employer in accordance with the terms of this Agreement, and the Employee desires to be so employed by Employer;

NOW, THEREFORE, in consideration of the premises and the covenants and agreements hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. EMPLOYMENT. Employer hereby employs Employee and Employee hereby accepts employment with Employer upon the terms and conditions set forth herein.

2. TERM.
2.1 The term of Employee's employment hereunder shall be for two years commencing effective as of August 1, 1999 (the "Commencement Date").

2.2 Notwithstanding the foregoing, this Agreement and employee's employment hereunder shall terminate on the earliest of:

(a) The death of Employee;

(b) The disability of Employee. Disability, for the purposes of this Section 2.2 (b), shall mean any physical or mental illness or injury as a result of which Employee remains absent from work or cannot adequately perform his duties hereunder for one hundred twenty (120) days (whether or not continuous) or sixty (60) consecutive days during any period of three hundred sixty (360) consecutive days. The disability shall be deemed to have occurred on the one hundred twentieth (120th) or sixtieth (60th), as the case may be, day of Employee's absence or lack of adequate performance;

(c) Upon notice by Employer to Employer of the termination of Employee's employment for cause. "Cause" shall include, but not be limited to:
(i) Employee's conviction of a felony; (ii) Employee's material breach of any of this obligations under this Agreement; (iii) Employee's gross negligence with respect to his duties or gross misfeasance or malfeasance of office; (iv) employee's termination of this Agreement; (v) employee's commission of a material act of dishonesty related to Employer's business or its relationships with any of its employees,

suppliers, contractors or customers; (vi) Employee's refusal or willful failure to furnish information concerning Employer's affairs as reasonably requested by or under the authority of the Management committee, or Employee's willful and material falsification of such information; (vii) whatever material acts or material omissions that a court of competent jurisdiction determines to constitute cause for the dismissal of Employee under the circumstances; PROVIDED, HOWEVER, that in the event of subsections (ii) or (vii) above, Employee shall be given notice of such termination and fifteen (15) days to cure (if curable) such breach prior to the effectiveness of such termination, provided that no such notice or time to cure will be afforded employee for any subsequent breach of the same nature of a breach for which notice was given pursuant hereto; or

(d) upon notice by Employer to Employee of the termination of Employee's employment without cause.

2.3. Upon termination of this Agreement, Employer's obligations hereunder shall cease; PROVIDED, HOWEVER, that in the event of termination pursuant to Section 2.2. (a) or 2.2. (b) Employer shall pay to Employee or Employee's estate all salary and vacation, leave and holiday benefits, if any, accrued but unpaid as of the Termination Date; and in the event of termination pursuant to Section 2.2 (d) Employer shall pay to Employee an amount equal to six (6) months of salary at the then current rate, such amount to be paid over a six (6) month period plus the vesting of the outstanding options pursuant to Section 4.5 (d) (ii) below. Employer shall be entitled to enforce the terms of Sections 7 and 8 hereof notwithstanding the termination of Employee's employment pursuant hereto. Payment by Employer to Employee pursuant to this Section 2.3, and the vesting in options as set forth in Section 4 below, if any, subsequent to termination of Employee's employment shall constitute satisfaction of all obligations of Employer to Employee hereunder.

2.4. The date on which this Agreement terminates pursuant to any of the provisions above is the Termination Date.

3. BASIC COMPENSATION.

3.1. COMPENSATION.

For all services to be rendered by Employee hereunder and in consideration of all of the covenants set forth in this Agreement, and subject to the performance of the services required to be performed by Employee hereunder, Employer shall pay to Employee a salary at the annual rate of One Hundred Fifty Thousand Dollars ($150,000.00), which shall be payable in accordance with the general payroll practices of Employer, but in no event less frequently than monthly. The salary may be adjusted annually in the sole discretion of Employer's Management Committee, but the salary shall be no less than $150,000 per year.

3.2. BONUS.

Employee shall be entitled to a bonus if any, in an amount determined annually Employer's Management Committee in its sole discretion; PROVIDED, HOWEVER, that Employee shall receive such bonus in any year hereunder so that this combined salary plus bonus will not be exceeded by that of any of Employer's full time employees (not including any of such full-time employees' deemed income from stock option exercises or dispositions, if any) (pro-rated for any partial year of Employee) to a maximum total salary and bonus of $500,000.

3.3. DEDUCTIONS.

Employer shall be entitled to deduct applicable withholding and other payroll taxes and the like from all amounts payable to employee under this Agreement before remitting the same to Employee.

4. BENEFITS.

4.1. Employee will be entitled to four (4) weeks vacation per contract year, to be taken no more than two (2) week(s) at a time. Employee also shall be entitled to participate, to the extent of his eligibility therefore, in family health insurance coverage and other benefit programs generally provided by Employer to its employees. The foregoing shall not be construed to require Employer to create or continue any such programs or prevent Employer from modifying or terminating any such programs. Employer may from time to time make certain awards under the terms of such benefits that are quantitatively different between employees, or award different or additional benefits to certain, but not all, employees in its sole discretion.

4.2. Employer shall furnish Employee with such working facilities and other services which Employer deems suitable to employee's position and duties.

4.3. Employer shall reimburse Employee, upon receipt of proper vouchers or receipts therefor, for all proper business expenses incurred by Employee in the performance of his duties hereunder; PROVIDED, HOWEVER, that Employee shall not incur any such expenses in excess of One Thousand Dollars ($1,000) without the prior written consent of Employer.

[SECTION 4.4 INTENTIONALLY OMITTED]

4.5. Employer will grant Employee options to purchase up to 750,000 shares of common stock of employer's parent company (CDKnet.Com, Inc.) on the following terms:

(a) The options will vest as follows:

-- 25% at each of the six month, twelve month, eighteen month and twenty-four month anniversary of the Commencement Date;

(b) The options may be exercised in multiples of five thousand shares. The exercise price for the options is $1.00 per share.

(c) The options will vest immediately if this Agreement is terminated without cause subsequent to the closing of an initial public offering of equity interests in Employer or upon the sale of all of substantially all of the assets of Employer or 50% or more of the equity interests in Employer or if any third party obtains the right to control the Management Committee of Employer (collectively, a "Transaction").

(d) The options will terminate upon the fifth anniversary of the Commencement Date; provided, however, that (i) if Employee resigns or his employment is terminated for cause, the options terminate 90 days from the date of such resignation or termination (and all options which were not vested prior to the date of such resignation or termination will be immediately cancelled upon such resignation or termination), and (ii) if Employer terminates Employee's employment without cause or Employee's employment with Employer does not continue (for any reason other than cause) subsequent to the expiration of this Agreement, the options terminate two (2) years from the date of such termination or expiration (but in the case of termination without cause, 75% of the options which were not vested prior to the date of such termination will immediately vest on the date of such termination.)

(e) Employee may exercise up to 50% of the options outstanding at any time (up to an aggregate maximum of 375,000 shares) by converting such options into common stock of CDKnet.COM, Inc., upon notice of the Company making specific reference to this Section 4. Any such conversion shall be effective upon the giving of such notice by Employee. The number of shares into which such options shall be converted shall equal the number of options to be converted multiplied by a fraction, the numerator of which is the difference between the market price of CDKnet.COM, Inc.'s common stock on the date of conversion minus the exercise price of the options, and the denominator of which shall equal the market price of CDKnet.COM, Inc.'s common stock on such date.

(f) CDKnet.COM, Inc. hereby agrees to register the CDKnet.COM, Inc. shares underlying 50% of the vested warrants held by Employee pursuant to this Section 4.5 by March 1, 2000; and grants piggy-back registration rights (pro rata with the other management of Employer and/or CDKnet.com, Inc.) to Employee for the shares underlying the remaining vested warrants, all on the terms and conditions of the Registration Rights Agreement executed the date hereof.

4.6. Employer shall pay directly to an auto leasing company, on behalf of and as directed by Employee, up to $700 per month, which allowance will cover all and any expenses incurred by Employee in connection with his automobile travel and usage for the Employer.

5. DUTIES.

Duties the term of Employee's employment hereunder, Employee agrees to serve as the President of Employer and shall perform such duties and services to Employer consistent

with the position in which Employee is serving and its responsibilities as may be determined from time to time by Employer (including without limitation a right to hire and fire Employees). Employee shall report to the Management Committee of Employer and to such other executive officers of Employer as the committee shall determine from time to time. Employee agrees that in the performance of Employee's duties hereunder Employee will act only in good faith and in the best interest of Employer. Employee further agrees that Employer, in its sole discretion, may change Employee's title to any other executive title not inconsistent with the role of an executive vice president or chief operating officer.

6. EXTENT OF SERVICES. During the period of his employment hereunder, Employee shall serve Employer faithfully and to the best of his ability and shall devote his best efforts and entire business time, attention, energies and skill to the business and affairs of Employer, its parent corporation and subsidiaries. Employee shall be expected to work during normal business hours and, when necessary, on additional assignments and projects consistent with his duties hereunder. Employer acknowledges that the foregoing does not prohibit Employee's continued work on entities in which (i) Employee presently has an equity interest, (ii) Employee presently devotes certain time and attention, and (iii) no products, services or any other business sold, bought or otherwise transacted by such entities, directly or indirectly are competitive in any way with that of Employer provided that such continued work does not interfere with the performance of his duties hereunder (not in limitation of the generality of the foregoing, employee agrees that his continued work on such interests will involve no more than five (5) hours per work week). Schedule G lists the name and description of business of each such entity.

7. SECRECY AND NONDISCLOSURE.

7.1. Without the prior written consent of Employer in each instance, and in further consideration of the employment of Employee hereunder, employee agrees to treat as secret and confidential all of the Trade Secrets (as hereinafter defined) of Employer, and Employee agrees further not to disclose, use, publish, or in any other manner reveal, directly or indirectly, at any time during or after the term of this Agreement, any Trade Secret, except as may be necessary to perform employee's services hereunder or except as required by law in which case Employee shall provide Employer with written notice of such requirements by law no less than five days prior to any such disclosure.

7.2. "Trade Secrets", as used in this Agreement, shall mean any and all information regarding the business of Employer and any Subsidiary or Affiliate (as hereinafter defined) of Employer, including, but not limited to, information regarding operations, systems, technology, services, know-how, supplier lists, customer lists, customer accounts, financial information, costing data, and marketing plans, to the extent not generally known in the computer software industry or not otherwise disclosed by Employer to the public.

7.3 "Affiliates", as used this Agreement, shall mean any person, firm or entity that, directly or indirectly, is controlled by or is under common control with Employer. In this definition, the term "control" shall mean the ownership of 15% or more of the beneficial interest

in the firm or entity referred to. "Subsidiary" shall mean wholly as well as partly-owned subsidiaries.

8. COVENANTS.

8.1. NON-COMPETITION.

(a) Employee agrees that during Employee's employment with Employer, and for the eighteen (18) months (nine (9) months if pursuant to
Section 2.2 (d) above) immediately after the Termination Date, Employee shall not, directly or indirectly, for his own account or as an Employee, officer, director, partner, joint venturer, shareholder, investor or otherwise, within the United States of America, either engage in any phase of any business or enterprise similar to that of Employer or in competition with Employer or compete with Employer in any Technology (as defined in Section 8.4 below) related business in which Employer may be engaged or which it is actively developing or had developed as of the Termination Date; PROVIDED, HOWEVER, that nothing in this Section 8.1 (a) shall be construed to prevent the employee from making any investments in the securities of any business enterprise whether or not engaged in competition with the employer or any of its Subsidiaries or Affiliates, to the extent that such securities are actively traded on a national securities exchange or the NASDAQ system in the United States or on any foreign exchange and represent, at the time of acquisition, not more than three percent (3%) of the aggregate equity of such business enterprise.

(b) Employee agrees that during the period of his employment with Employer, Employee shall not, directly or indirectly, employ or solicit the employment or engagement by himelf or others of any employees of Employer or of any independent contractors or suppliers servicing Employer.

(c) Employee agrees that for a period of eighteen (18) months immediately following the termination of his employment with Employer, Employee shall not, directly or indirectly, employ or solicit the employment or engagement by himself or others of any employees of Employer or of any independent contractors or suppliers servicing Employer; PROVIDED, HOWEVER, that this Section 8.1 (c) shall apply only with respect to such employment or solicitation of employment in a business or venture related to the Technology industry (as defined in Section 8.4 below).

(d) The existence of any claim or cause of action by Employee against Employer shall not constitute a defense to the enforcement by Employer of the covenants contained in this section, but such claim or cause of action shall be litigated separately.

8.2. SOLICITATION OF CUSTOMERS OF EMPLOYER.

(a) Employee agrees that during the period of his employment with Employer, Employee shall not, directly or indirectly, for himself, or as an agent, Employee or consultant of another person, firm or corporation, knowingly canvass or solicit business from any of Employer's customers.

(b) Employee agrees that for a period of eighteen (18) months immediately following his employment with Employer, Employee shall not, directly or indirectly, for himself, or as agent, Employee or consultant of another person, firm or corporation, knowingly canvass or solicit business from any of Employer's customers; PROVIDED, HOWEVER, that this Section 8.2 (b) shall apply only with respect to such canvassing or solicitation of business which business involves the Technology industry.

8.3 INVENTIONS AND DISCOVERIES.

(a) Employee shall promptly and fully disclose to the Employer, and with all necessary detail for a complete understanding of the same, all developments, know-how, discoveries, inventions, improvement, concepts, ideas, writings, formulae, processes and methods (whether copyrightable, patentable or otherwise) made, received, conceived, acquired or written by Employee (whether or not at the request or upon the suggestion of the Employer) during the period of his employment with the Employer or any if its subsidiaries, solely or jointly with others, in or relating to any activities of the Employer or any of its subsidiaries (collectively the "Subject Matter").

(b) Employee hereby assigns and transfers, and agrees to assign and transfer, to the Employer, all his rights, title and interest in and to the Subject Matter, and further agrees to deliver to the Employer any and all drawings, notes, software, code, specifications and data relating to the Subject Matter. Employee shall assist the Employer in obtaining such copyrights or patents during the term of this agreement, and to testify in any prosecution or litigation involving any of the Subject Matter.

8.4. DEFINITIONS. For purposes of this Section 8, (i) businesses or enterprises "similar to" or "in competition with" Employer shall mean those engaged, in whole or in part, in the business of developing and producing proprietary programming technologies for use in multiple industries interested in the enhanced integration of sound, video and text, and/or one- button push to an Internet site (the "CDK Technology") and/or the Game Player and screen saver technology (the "Game Player Technology") and/or custom compilation of video and audio content on a CD or DVD medium ("CD Live Technology") (the CDK technology and Game Player technology and CD Live Technology are collectively referred to as the "Technology"), and (ii) Employer shall mean Employer and any subsidiaries and affiliates of Employer.

8.5. REASONABLENESS OF RESTRICTION. Employee acknowledges that the restrictions specified under Section 8 hereof are reasonable, in view of the nature of the business in which Employer is engaged and Employee's special and unique skills, reputation and knowledge of Employer's operations. Employee further acknowledges that his service, if used by a competitor, could cause significant harm to Employer.

8.6. MODIFICATION OF RESTRICTIONS. Notwithstanding anything contained in Section 8 to the contrary, if the restrictions specified under
Section 8 to the contrary, if the restrictions specified under Section 8 hereof should be determined to be unreasonable in any judicial proceeding, then the period of time and area of the restriction shall be reduced so that

this agreement may be enforced in such area and during such period of time as shall be determined to be reasonable.

9. CONSENT TO EQUITABLE RELIEF. Employee consents and agrees that if Employee violates or threatens to violate any of the provisions contained in Sections 7 or 8 of this Agreement, Employer shall, in addition to such other remedies as it may have at law or shall, in addition to such other remedies as it may have at law or in equity, be entitled to an injunction to be issued by a court or arbitrator of competent jurisdiction restraining and prohibiting Employee from committing or continuing any violation of such provisions. If the scope of any restriction contained in this Agreement is too broad to permit enforcement to its fullest extent, then such restriction shall be enforced to the maximum extent permitted by law.

10. REPRESENTATIONS OF EMPLOYEE. Employee hereby represents and warrants to Employer that he is not subject to any contract or restriction with any person or entity that would be violated by his execution of this Agreement, the performance of his obligations hereunder or the carrying out of his duties hereunder.

11. NOTICE. For the purposes of this agreement, notices and all other communications provided for in this agreement shall be in writing and shall be deemed to have been duly given when delivered, two (2) business days after delivery to a nationally recognized overnight courier service for next day priority delivery or three (3) business day s after having been deposited in the mails by United States registered mail, return receipt requested, postage prepaid, addressed as follows:

If to Employee:            Shai Bar Lavi
                           199 West Shore Road
                           Kingspoint, NY 11024




With a copy in
each case to:             Frederick Smithline, Esq.
                          Epstein, Becker & Green, P.C.
                          250 Park Avenue
                          New York, New York 10177

If to Employer:           CDKnet, LLC
                          595 Stewart Avenue
                          Suite 710
                          Garden City, New York 11530
                          Att: Steven A. Horwitz, Esq.

With a copy
in each case to:          Horowitz, Mencher, Klosowski
                                 & Nestler, P.C.
                          595 Stewart Avenue, Suite 710
                          Garden City, New York 11530
                          Att: Steven A. Horowitz, Esq.

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

12. WAIVER OF BREACH. The waiver by either party of a breach of any provision hereof shall not operate or be construed to operate as a waiver by such party of any subsequent breach by the other party of any provision hereof.

13. BENEFITS AND BURDENS. The rights and obligations of Employer hereunder shall inure to the benefit of and shall be binding upon the successors and assigns of Employer. The rights of Employee hereunder shall inure to the benefit of his heirs and his personal representatives.

14. ENTIRE AGREEMENT, MODIFICATION AND CONSTRUCTION.

14.1 This Agreement contains the entire Employment Agreement between Employer and Employee, and supersedes and replaces any and all prior agreements between the parties concerning the subject matter hereof.

14.2 The terms and conditions hereof may be change only by an agreement in writing signed by Employer and Employee.

14.3 This Employment Agreement shall be governed by, construed and enforced under the laws of the State of New York without giving effect to the conflicts or choice of law provisions thereof.

15. SEVERABILITY. If any term or provision of this Agreement or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

16. PARAGRAPH HEADINGS. The paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

17. COUNTERPARTS. This agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

18. EMPLOYEE'S REVIEW OF THIS AGREEMENT. Employee acknowledges that he had (i) carefully read this Agreement, (ii) had an opportunity to consult with independent counsel with respect to this Agreement, and (iii) entered into this Agreement of his own free will.

IN WITNESS WHEREOF, Employer and Employee have executed this Employment Agreement as of August 1, 1999.

EMPLOYEE:                                        EMPLOYER:
                                                 CDKNET, LLC


                                                 BY:
-----------------------------                        ---------------------------
SHAI BAR LAVI                                           NAME:
                                                              ------------------
                                                        TITLE:
                                                              ------------------

THE UNDERSIGNED HEREBY GUARANTEES THE OBLIGATIONS OF CDKNET, LLC SET FORTH ABOVE.

CDKNET.COM, INC.