MCY COM INC /DE/
NON-EXCLUSIVE LICENSE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.26
<SEQUENCE>6
<FILENAME>d92724ex10-26.txt
<DESCRIPTION>NON-EXCLUSIVE LICENSE AGREEMENT
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.26

                  NON-EXCLUSIVE LICENSE AGREEMENT EXHIBIT 10.26

         THIS NON-EXCLUSIVE LICENSE AGREEMENT (the "Agreement") is entered into
this 16th day of November 2001 by and among Bernhard Fritsch (herein referred to
as "Licensee"), MCY.com, Inc. ("MCY"), a Delaware corporation, MCY Music World,
Inc., a wholly-owned subsidiary of MCY ("Music World") and NETrax Technologies,
Inc. ("NETrax"), a wholly-owned subsidiary of MCY (MCY, Music World and NETrax
are sometimes herein referred to as "Licensors").

                                    RECITALS

         WHEREAS, the Licensee is party to the Severance Agreement with MCY of
even date herewith.

         WHEREAS, the Licensors desires to grant and the Licensee desires to
acquire a perpetual, non-exclusive, royalty free license to use digital
platforms and all improvements thereon developed by the Licensors for
distribution of audio, video and all other types of media (the "NeTrax
Technology") for products that the Licensee or its affiliates have the right to
distribute.

         WHEREAS, the parties acknowledge that Licensors shall retain ownership
of and all right, title and interest in the Netrax Technology and to any
modifications or improvements made to same.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties agree to the following:

                                    ARTICLE I
                              NON-EXCLUSIVE LICENSE

         1.1 The Licensors hereby grant to Licensee a non-exclusive worldwide
right and license to make, use, distribute, sell or offer for sale and in any
way commercialize the NeTrax Technology for the distribution of products that
the Licensee or its affiliates have the right to distribute.

         1.2 Licensee may grant sublicenses to the NeTrax Technology only with
the prior approval of Licensors only in accordance and subject to the terms of
Section 5.1 hereof. No such consent is required with respect to sublicenses
granted by the Licensee for the sole purpose of an end-user accessing content
that is being distributed by the Licensee.

         1.3 The non-exclusive rights and license herein granted shall include
all patents throughout the world which may issue from or claim priority from the
NeTrax Technology, including all divisionals, continuations or continuations in
part, which may issue from the NeTrax Technology.

         1.4 The non-exclusive rights and license granted herein shall include
all patents, trade secrets, trademarks, service marks, copyrights and other
intellectual property throughout the world which may issue from or claim
priority from the licensed patents, their related technology, trade secrets,
trademarks, service marks and/or copyrights which may issue or arise in relation
to the NeTrax Technology and its related technology; provided that, that the
Licensors own any such rights or intellectual property and have the right to
assign or license such rights to the Licensee.

         1.5 The license granted to Licensee under this Agreement shall commence
on the date hereof and shall terminate twenty (20) years from the date of
execution of this Agreement, unless earlier terminated by mutual agreement by
the parties.

                                   ARTICLE II
                          DEVELOPMENT OF THE TECHNOLOGY

          2.1 Licensors shall file, maintain, prosecute, issue, respond to
office actions, defend, amend or otherwise protect rights associated with the
NeTrax Technology. In the event Licensee find it necessary to perform Licensor's
obligations to file, maintain, prosecute, issue, respond to office actions,
defend,


<PAGE>

amend or otherwise protect rights associated with the NeTrax Technology,
Licensee shall have the right to assert Licensors' rights hereunder.

         2.2 Each party shall not have any financial obligation to the other
party except as provided within this Agreement.


                                   ARTICLE III
                       NON-DISCLOSURE AND CONFIDENTIALITY

         3.1 Licensees and Licensor each agree that all inventions and
discoveries are to be kept confidential and both of said parties hereby agree
not to disclose any confidential information to any person or entity outside of
the Licensors' and Licensee's respective organizations. This same caution and
confidentiality must be exercised by all Licensors' and Licensee's employees and
other agents who work for the Licensee or Licensor or have access to the
confidential information. Furthermore, Licensee and Licensors each represent and
warrant to the other that each such employee or agent will, before gaining
access to any confidential information or any derivative thereof, have
personally recognized in writing his obligations regarding the confidential
information to be disclosed pursuant to this Agreement.

                                   ARTICLE IV
                          INTELLECTUAL PROPERTY RIGHTS

         4.1 All rights, title and interest in and to any NeTrax Technology and
proprietary technologies, patents and know how related thereto (and all
copyrights, trademarks and designs), and any and all improvements in or to any
or all of the NeTrax Technology and proprietary technologies and know-how
related thereto, throughout the universe in perpetuity shall belong solely and
exclusively to the Licensors and their affiliates and their respective
successors and assigns. Nothing in this Agreement or the performance thereof
shall be construed to grant to the Licensees or to any third party any license
to the foregoing intellectual property except in connection with the development
and use of the License during the term of this Agreement. Nothing in this
Agreement or the performance hereof shall be construed to grant to the Licensees
or to any third party any ownership interest or license or other right in or to
any of the foregoing intellectual property after the expiration or termination
of this Agreement. Licensee shall notify Licensor of potentially patentable or
copyrightable material within 180 days as from the expiration of the period to
file for said protection under applicable law and Licensors shall file for
patent and/or copyright protection of said inventions and discoveries at
Licensors' expense.

         4.2 If Licensors have not filed for said patent and/or copyright
protection within 60 days from the expiration of the period to file for said
protection under applicable law, ownership of said patent and/or copyright
rights shall revert to Licensee and Licensee shall be responsible for all
associated costs and expenses.

         4.3 In the event that the Licensors shall determine to prosecute the
patent for any discovery and/or invention pursuant to this Agreement, the
Licensee will provide the Licensors with all the necessary source codes,
information, drawings and other data requested by Licensors.

         4.4 After termination of this Agreement, all rights, title and interest
to any and all of the intellectual property including any and all improvements
thereon shall belong exclusively to the Licensors. Nothing in this Agreement or
the performance thereof shall be construed to grant to the Licensee or to any
third party any ownership interest or license after the expiration or
termination of this Agreement.

         4.5 Although the parties acknowledge that Licensors retain all right,
title and interest to the NeTrax Technology, all rights, title and interest in
and to any product or material distributed by Licensee and any copyrights
related thereto, throughout the universe in perpetuity shall belong solely and
exclusively to the Licensee and its affiliates and their respective successors
and assigns or, to the extent that Licensee licenses such product or material
from a third party, such product or material shall remain the property of such
third party.


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                                    ARTICLE V
                                     ROYALTY

         5.1 Licensors are providing the License to the Licensee on a
royalty-free basis. Any amendment of this arrangement is subject to mutual
agreement of both parties.

                                   ARTICLE VI
                         ASSIGNMENT OF LICENSEE'S RIGHTS

         6.1 In the event Licensee desires to assign the license rights under
this Agreement to a third-party, Licensees acknowledge that no such sale may
occur without the Licensors' consent.

                                   ARTICLE VII
                                  MISCELLANEOUS

         7.1 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 such term and
provision of this Agreement shall be valid and shall be enforced to the fullest
extent permitted by law.

         7.2 No waiver of any breach of any covenant or provision herein
contained shall be deemed a waiver of any preceding or succeeding breach
thereof, or of any other covenant or provision herein contained. No extension of
time for performance of any obligation or act shall be deemed an extension of
the time for performance of any other obligation or act.

         7.3 All notices or other communications required or permitted hereunder
shall be in writing, and shall be sent by registered or certified mail, postage
prepaid, return receipt requested, or by Federal Express Priority Overnight
delivery and shall be deemed received upon mailing thereof. Notices of change of
address shall be given by written notice in the manner detailed in this
subparagraph 7.3.

         7.4 This Agreement shall be binding upon and shall inure to the benefit
of the permitted successors and assigns of the parties hereto.

         7.5 In the event of the bringing of any action or suit by a party
hereto against another party hereunder by reason of any breach of any of the
covenants, agreements or provisions on the part of the other party arising out
of this Agreement, then in that event the prevailing party shall be entitled to
have and recover from the other party all costs and expenses of the action or
suit, including actual attorneys' fees, accounting fees, and any other
professional fees resulting therefrom.

         7.6 This Agreement is the final expression of, and contains the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior understandings with respect thereto. This Agreement may not
be modified, changed, supplemented or terminated, nor may any obligations
hereunder be waived, except by written instrument signed by the party to be
charged or by his agent duly authorized in writing or as otherwise expressly
permitted herein.

         7.7 Headings at the beginning of each Article are solely for the
convenience of the parties and are not a part of the Agreement. Whenever
required by the context of this Agreement, the singular shall include the plural
and the masculine shall include the feminine. This Agreement shall not be
construed as if it had been prepared by one of the parties, but rather as if
both parties had prepared the


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same. Unless otherwise indicated, all references to paragraphs and subparagraphs
are to this Agreement. In the event the date on which any party is required to
take any action under the terms of this Agreement is not a business day, the
action shall be taken on the next succeeding day.

          7.8 This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument. Execution and delivery of
this Agreement by exchange of facsimile copies bearing the facsimile signature
of a party hereto shall constitute a valid and binding execution and delivery of
this Agreement by such party. Such facsimile copies shall constitute enforceable
original documents.

          7.9 This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York. The parties hereto consent to the
jurisdiction of the Southern District of New York or the courts of the State of
New York with respect to all disputes arising out of this Agreement.

         7.10 From and after the date hereof, all persons subject to or bound by
this Agreement shall from time 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 be reasonably be requested or required more
effectively to evidence and give effect to the provisions of this Agreement
(including, without limitation, certificates to the effect that this Agreement
and the representations made herein continue to be operative and as to any
defaults hereunder or modifications hereof).

         7.11 This Agreement can only be assigned by the Licensors and may not
be assigned by the Licensee without the prior written consent of the Licensors.
Notwithstanding the foregoing:

              (i) in order for any assignment by Licensors to be effective, any
party to whom Licensors may assign this Agreement must agree to abide by the
terms of this Agreement with Licensee, so that any such assignment will not
adversely affect the rights granted to Licensee hereunder; and

              (ii) this agreement may be assigned by Licensee to any of its
wholly-owned subsidiaries or "parent" corporation(s).


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IN WITNESS WHEREOF, the parties hereto have executed as of the 16th day of
November 2001.


BERNHARD FRITSCH



/s/ Bernhard Fritsch
---------------------------
Bernhard Fritsch



MCY.COM, INC.



By: /s/ C.L. HARPER
   -----------------------


Its:  President
     ---------------------


MCY MUSIC WORLD, INC.


By: /s/ C.L. HARPER
   -----------------------


Its:  President
     ---------------------


NETRAX TECHNOLOGIES, INC.

By: /s/ C.L. HARPER
   -----------------------


Its:  President
     ---------------------


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