INTERNET DISTRIBUTION AGREEMENT

Bodyguard  Records.com,  138 Fulton Street, New York, NY 10038 ("Vendor") wishes
to appoint CYBERRETAIL.COM, LLC, a New Jersey limited liability company with its
principal  place of business  located at 611  Industrial  Road,  Carlstadt,  New
Jersey 07072  ("CyberRetail"),  as the  exclusive  internet  distributor  of its
products.  This agreement  sets out the terms and conditions  under which Vendor
agrees to appoint CyberRetail as its exclusive internet distributor. Capitalized
terms are defined in the Terms and Conditions in Schedule A.

1.       Appointment as Exclusive Internet Distributor

Vendor hereby appoints CyberRetail as its exclusive  distributor for the sale of
Products  on the  Internet,  during the Term and  pursuant  to the terms of this
Agreement.

2.       Term

This Agreement shall be for an initial term of two (2) years commencing from the
date hereof unless terminated in accordance with this Agreement.

3.       Fees and Commissions

Vendor shall pay to CyberRetail the following fees and commissions:
(a) a  Commission  of 26.5% of the  Retail  Price of each  Product  Item sold by
CyberRetail;  (b) a Set-up Fee is WAIVED;  (c) a Storage Fee  WAIVED;  and (d) a
Maintenance  Fee is  WAIVED  for the  ongoing  maintenance  and  support  of the
Catalogue.

Further  details  relating to fees and  commissions and other charges payable by
the Vendor are set out in the Terms and Conditions.

4.       Products

The  Products  which are the subject of this  Agreement  are listed on Exhibit A
hereto.

BY  SIGNING  THIS  AGREEMENT  THE  PARTIES  ACKNOWLEDGE  THAT  THEY  HAVE  READ,
UNDERSTOOD  AND AGREED TO THE TERMS AND CONDITIONS IN SCHEDULE A WHICH FORM PART
OF THIS AGREEMENT.

CYBERRETAIL.COM, LLC                        BODYGUARD RECORDS.COM

By: /s/ Edward P. Foy                       /s/ Eugene Foley
    -----------------                       ----------------
Print Name: Ed Foy                          Print Name:
Title: CEO                                  Date: 1-17-00
Date: 1/17/00                               Chairman/CEO


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TABLE OF CONTENTS

                                                                            Page

1.       DEFINITIONS.........................................................1
2.       EXCLUSIVE APPOINTMENT...............................................2
3.       PRODUCTS............................................................2
4.       WEB SITE; CATALOGUE.................................................2
5.       INVENTORY CONTROL AND ORDER FULFILLMENT.............................3
6.       TITLE TO AND RISK IN THE PRODUCTS...................................4
7.       PRODUCT MANAGER.....................................................4
8.       PRODUCT RETURNS.....................................................4
9.       FEES, COMMISSIONS AND CHARGES.......................................5
10.      AUDITS..............................................................5
11.      PRODUCT WARRANTY....................................................6
12.      REPRESENTATIONS AND WARRANTIES......................................6
13.      TERMINATION.........................................................6
14.      CONFIDENTIALITY.....................................................7
15.      USE OF THIRD-PARTY CONTRACTORS BY CYBERRETAIL.......................8
16.      INDEMNITY...........................................................8
17.      LIMITATION OF LIABILITY.............................................8
18.      MISCELLANEOUS.......................................................9
19.      REMEDIES; DISPUTE RESOLUTION.......................................10



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SCHEDULE A

TERMS AND CONDITIONS

1.       DEFINITIONS

    "Acceptable  Size Run"  means the  minimum  inventory  level of a Product as
agreed between  CyberRetail and the Vendor from time to time.  "Agreement" means
the Internet Distribution  Agreement between Vendor and CyberRetail and includes
the Terms and Conditions and all other schedules, exhibits and attachments.

    "Benchmark Sales Level" shall have the meaning set forth in Section 13.2.

    "Catalogue" means the electronic  catalogue of all products displayed on the
CyberRetail Web Site. "Catalogue  Information" means the information relating to
the Products in the Catalogue.

    "Commission"  means the  commission  payable by Vendor under Section 3(a) of
the Internet Distribution Agreement.

    "Contact Sheet" means the Product Manager data sheet set out in Exhibit C to
this  Agreement.  "Customers"  means  persons  who  purchase  Products  from the
Catalogue on the CyberRetail Web Site.

    "CyberRetail Web Site" means the Web Site through which CyberRetail  intends
to sell Products.

    "Delivery Request" shall have the meaning set forth in Section 5.4.

    "Disclosing Party" shall have the meaning set forth in Section 14.1.

    "Fulfillment Center" means the facilities from which Customer orders will be
shipped.  which shall be notified from time to time to Vendor by CyberRetail and
which,  initially,  shall be CyberRetail's  principal business address set forth
above.

    "Indemnifying  Party" and "Indemnified  Party" have the respective  meanings
set forth in Section 16.

    "Intellectual Property" has the meaning set forth in Section 4.3. "Internet"
includes, but is not limited to, the world wide web.

    "License" shall have the meaning set forth in Section 4.3.

    "Product" means a product of Vendor listed on the Product List.

    "Product  Description  Sheet"  means the data sheet of  Products  set out in
Exhibit B to this Agreement.

    "Product  Item" means the  smallest  unit of a Product that can be sold to a
Customer.

    "Product  List" means the list of products of Vendor set out in Exhibit A to
this Agreement.

    "Product Manager" shall have the meaning set forth in Section 7.

    "Receiving Party" shall have the meaning set forth in Section 14.1.

    "Retail  Price"  means  the price  paid by a  Customer  for a  Product  Item
purchased over the CyberRetail Web Site excluding  shipping and handling charges
and sales tax.

    "Returns  Policy" means the policy for product  returns set out in Exhibit E
hereto as modified by CyberRetail from time to time.

    "Return Processing Fee" shall have the meaning set forth in Section 8.2(d).


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    "Shipping  Instructions"  means  the  instructions  to Vendor  for  shipping
Product  to the  Fulfillment  Center  set  out  in  Exhibit  D,  as  amended  by
CyberRetail from time to time.

    "Storage  Fee" means the fee  payable by Vendor  under  Section  3(c) of the
Internet Distribution  Agreement and in accordance with Section 5.5 of the Terms
and Conditions.

    "Term" means the term of the Internet Distribution Agreement under Section 3
thereof.

    "Terms and Conditions"  means these terms and conditions set out in Schedule
A to the Agreement.

    "Vendor" shall have the meaning set forth in the Preamble of this Agreement.

    "Web Page" means a document or file that is formatted using Hypertext Markup
Language or any related  computer  programming  language which is intended to be
accessible over the Internet using web browser software.

    "Web Site" means a series of  interconnected  Web Pages residing in a single
directory of a single web server computer.

2.       EXCLUSIVE APPOINTMENT

    Vendor  appoints  CyberRetail as its exclusive  distributor  for the sale of
Products on the  Internet.  Vendor  hereby  covenants  not to sell or permit any
person other than  CyberRetail to sell the Products over the Internet during the
Term without the prior written consent of CyberRetail.

3.       PRODUCTS

    3.1 Product List  Amendment.  The Product List may be amended to add, remove
or substitute product(s) of Vendor as the Parties may agree.

4.       WEB SITE; CATALOGUE

    4.1 Web Site.  During the Term,  CyberRetail  shall maintain the CyberRetail
Web Site for the purposes of selling  Products  over the  Internet.  CyberRetail
shall  maintain the  CyberRetail  Web Site,  in accordance  with all  applicable
Federal,  State and local laws,  rules and  regulations  in the United States of
America.

    4.2 Catalogue.

    (a) Inclusion of Products.  Subject to the  requirements  in Section  4.2(b)
below,  CyberRetail  shall add the Products to the Catalogue.  CyberRetail shall
determine  the  form in  which  the  Products  shall  appear  in the  Catalogue,
including  the  information  that is to accompany  the Product in the  Catalogue
(such as the price,  size, color or description of the Product and any graphical
depiction of the Product).

    (b) Product Information and Samples.  CyberRetail is not required to include
a Product in the  Catalogue  until Vendor has: (i)  completed  and  delivered to
CyberRetail  the  product  description  sheet  contained  in Exhibit B hereto in
respect of each Product in the Product List;  (ii) delivered to CyberRetail  one
(1) sample of each  Product in the  Product  list;  and (iii)  delivered  to the
Fulfillment  Center  the  Acceptable  Size Run for the  Product  in each case at
Vendor's sole expense.

    (c)  Updating  of  Catalogue  Information.   Vendor  shall  promptly  notify
CyberRetail orally and in writing of changes in: (i) Product availability,  (ii)
Product pricing; (iii) the discontinuation of any Product by Vendor; or (iv) any
errors  in or  changes  to  the  information  accompanying  any  Product  in the
Catalogue. CyberRetail shall update the Catalogue to reflect such changes within
two (2) business days of receipt of such a notice from Vendor. CyberRetail shall
not be  responsible  for any claims  regarding  errors or  omissions  of Product
information in the Catalogue  resulting from Vendor's error or failure to timely
advise CyberRetail of changes or corrections to the Catalogue Information.

    (d) Accuracy of  Information.  CyberRetail  will use  reasonable  efforts to
ensure that the Catalogue  information  conforms to the information  provided to
CyberRetail  by Vendor  under  this  Agreement.  However,  the  accuracy  of all
descriptions   and   representations   of  the   Products   shall  be  the  sole
responsibility of Vendor.


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    (e) Limited Design Services. Unless expressly provided for elsewhere in this
Agreement,  (i)  CyberRetail  shall have no  obligation to provide any creative,
design,  technical  or  production  services to Vendor,  and (ii) the nature and
extent of any such services which  CyberRetail  shall provide to Vendor shall be
determined by CyberRetail in its sole discretion.

    4.3 License.  Vendor  hereby  grants to  CyberRetail  a world-wide  limited,
non-exclusive,  royalty-free  license  (the  "License")  to use the name,  logo,
trademark(s),  labels,  slogans,  copyrights  and  other  advertising  materials
(collectively,  the  "Intellectual  Property")  relating  to the  Products.  The
License  granted  to  CyberRetail  hereby  shall  be  limited  to the use of the
Intellectual  Property in connection with CyberRetail's  operation and marketing
of the CyberRetail Web Site and CyberRetail's  business as herein  contemplated.
The limited  license  provided  herein shall terminate at the end of the Term or
upon earlier termination in accordance with the provisions in this Agreement.

5.       INVENTORY CONTROL AND ORDER FULFILLMENT

    5.1 Order Fulfillment. CyberRetail shall deliver or arrange for the delivery
of Products from the Fulfillment Center to fulfill Customer orders properly made
over the CyberRetail Web Site.

    5.2 Inventory  Levels.  The Vendor shall ensure that inventory  levels for a
Product do not fall below  Acceptable  Size Run.  The Vendor must deliver to the
Fulfillment  Center  sufficient  quantity of Product to maintain the  Acceptable
Size Run. If the Vendor is unable,  for any reason,  to maintain the  Acceptable
Size Run, or knows of circumstances  that may result in inventory levels falling
below the Acceptable Size Run in the future, or of potential  material delays in
maintaining the Acceptable Size Run, the Vendor must notify  CyberRetail as soon
as  possible.  CyberRetail  may alter the  Catalogue  or  Catalogue  Information
relating to that Product.

    5.3 Delivery to  Fulfillment  Center.  Vendor shall deliver  Products to the
Fulfillment  Center in  accordance  with the  Shipping  Instructions.  Vendor is
responsible  for all  costs and  charges  for  transportation  and  delivery  of
Products to the Fulfillment Center.

    5.4  Delivery  Request.  CyberRetail  may,  from time to time,  request  the
delivery of Product(s) by Vendor to the  Fulfillment  Center by notice to Vendor
orally or in writing  (the  "Delivery  Request").  The  Delivery  Request  shall
specify the quantity and relevant  details of Products to be delivered by Vendor
to the Fulfillment Center and the Vendor shall comply with such Delivery Request
within 7 days of receiving the Delivery Request.

    5.5 Storage Fee. Each month  Vendors all pay the Storage Fee to  CyberRetail
if the volume of that  Product  shipped  during that month from the  Fulfillment
Center is less than 80% of the inventory  level of that Product at the beginning
of that month. No Storage Fee is payable with respect to any Product if.

    (a) the Product has been on the Product List for less than two (2) months;

    (b)  CyberRetail  has  given  a  Delivery  Request  during  the  immediately
preceding month; or

    (c) the starting  inventory level was not greater than the Monthly Inventory
Level.

    5.6 Return of  Inventory at Vendor's  Request.  If a Product is removed from
the Product List,  CyberRetail  agrees to arrange for the shipment,  at Vendor's
expense, of Vendor's inventory of that Product back to Vendor.


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6.       TITLE TO AND RISK IN THE PRODUCTS

    Products  delivered to the Fulfillment  Center shall be held as inventory by
the Fulfillment  Center on a consignment basis and title to and risk in all such
Products  shall remain  Vendor's until an order for a Product Item is processed.
Immediately  upon  completion  of the  payment  process,  title  and risk in the
Product Item shall pass to the Customer.

7.       PRODUCT MANAGER

    Vendor shall designate a Product manager (the "Product Manager") and provide
contact  information  with respect to such Product  Manager on the Contact Sheet
attached  hereto as Exhibit C. The Product  Manager  shall have the authority to
bind Vendor with regard to all  decisions  concerning  Product  information  set
forth in the  Catalogue,  including  but not limited to (i)  approving  all text
utilized on the CyberRetail  Web Site relating to Vendor and the Products,  (ii)
amending the list of Products included in the Catalogue, and (iii) supplying and
updating the  information in the  Catalogue.  In addition,  the Product  Manager
shall  have  primary   responsibility  for  the  delivery  of  Products  to  the
Fulfillment Center and for all other matters relating to inventory control,  and
Product  returns.

    In  addition,  the  Product  Manager  shall be  responsible  for  contacting
CyberRetail  at least once a month to  provide  information  concerning  current
Product  availability,  inventory  levels of Vendor's  Products and contemplated
shipments of Products.

8.       PRODUCT RETURNS

    8.1 CyberRetail Return Policy  Acknowledged.  Vendor hereby acknowledges the
provisions of CyberRetail's Return Policy as posted on the CyberRetail Web Site,
a copy of which is  attached  hereto  as  Exhibit  E.  Vendor  agrees  to accept
returns,  make  exchanges  and provide  refunds in  accordance  with the Returns
Policy,  as such policy may be modified by  CyberRetail  in its sole  discretion
from time to time.

    8.2 Return  Processing.  CyberRetail shall be responsible for processing all
requests for refunds and exchanges in accordance with the following  provisions:

    (a) In the event that a Customer returns a Product Item due to an error made
by CyberRetail or the Fulfillment Center,  CyberRetail shall (i) arrange and pay
for the cost of shipping the Product  Item from the Customer to the  Fulfillment
Center or such other return site as CyberRetail  shall designate,  (ii) ship the
correct Product Item(s) to the Customer at CyberRetail's cost.

    (b) If a Customer  returns a Product  Item due to the fact that such Product
Item is not to the Customer's liking,  CyberRetail shall promptly notify Vendor,
which  notice  shall  include the name of the  Customer,  the Product Item being
returned and such other relevant  information as Vendor may reasonably  request;
and (i) if the Customer has requested a refund, CyberRetail shall be responsible
for crediting such Customer's account in the appropriate amount, and (ii) if the
Customer  has asked that the returned  Product  Item be  exchanged  for the same
Product Item in a different color or size,  CyberRetail shall deliver or arrange
for the  delivery of the  requested  replacement  Product  Item  directly to the
Customer and  CyberRetail  shall be  responsible  for charging or crediting  the
Customer's  credit or  charge  card for the  shipping  and  handling  fee or any
difference  in price  between the Retail Price of the returned  Product Item and
Retail  Price of the  replacement  Product  Item.

    (c) If a  Customer  returns  a  Product  Item due to (i) the  fact  that the
Product  Item is damaged or  defective  or (ii) an error made by Vendor,  Vendor
shall pay for the cost of shipping the damaged,  defective or incorrect  Product
Item from the Customer to the  Fulfillment  Center and the cost of  reshipping a
non-defective,  undamaged  or correct  Product  Item (as the case may be) to the
Customer.


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    (d) In the  case of any  returns  described  in  subparagraphs  (b) and (c),
CyberRetail  shall be entitled to recover from Vendor a return processing fee of
$1.25 per Product Item ("Return Processing Fee").

    (e) In the case of any returns  described in subparagraph  (a),  (b)(ii) and
(c) above for which a replacement  Product is not available,  CyberRetail  shall
refund the  Retail  Price of the  Product  Item(s)  directly  to  Customer,  and
CyberRetail  shall be entitled to recover  from Vendor the Retail Price less any
Commission already paid to CyberRetail.

    (f)  In  the  case  of  returns  described  in  subparagraph  (b)(i)  above,
CyberRetail  shall also be entitled to recover from Vendor the Retail Price less
any Commission already paid to CyberRetail in respect of such Product Items.

    (g) In the case of any returns  described above,  CyberRetail  shall arrange
for the inspection of the returned  Product Item(s) and if the returned  Product
Item(s) is fit for resale, cause such returned Product Item(s) to be placed into
Vendor's inventory at the Fulfillment Center. If the Item is not fit for resale,
CyberRetail shall notify Vendor and shall determine the disposition of the Item.

    (h) Title in  returned  Product  Items  shall  revert  to  Vendor  following
completion of refund or exchange processing.

9. FEES, COMMISSIONS AND CHARGES

    9.1  Commissions.  CyberRetail  shall earn the  Commission on each sale of a
Product Item through the  CyberRetail  Web Site. The Commission is calculated on
the Retail Price of each Item sold.

    9.2 Other Charges. Vendor shall be responsible for the payment of any credit
card service  fees  debited by the credit card  company as a  percentage  of the
subject  transaction.  CyberRetail  shall  pay  any  fixed  transaction  charges
assessed by the credit card company with respect to each credit card sale.

    9.3 Set-Up Fee.  Half of the set-up fee payable by Vendor under Section 3(b)
of the Internet Distribution Agreement shall be paid upon execution and delivery
of this  Agreement,  and full  payment of the  remaining  balance  shall be paid
before the Products are  displayed  for sale in the  Catalogue.

    9.4  Additional  Product  Set-Up Fees.  If Vendor  notifies  CyberRetail  of
additions  to be made to the Product List  pursuant to Section 3.1,  CyberRetail
shall include such new Product(s) in the Catalogue on the same conditions as are
set  forth in  Section  4.2.  Vendor  must pay to  CyberRetail  a Set-up  Fee in
accordance with Section 3 of the Internet Distribution  Agreement per additional
Product  added to the Product List for inclusion in the  Catalogue.  The payment
shall be deducted from the monthly  remittance to Vendor under Section 9.5(b) in
the month in which the changes to the Catalogue are made.

    9.5 Payments/Reports.

    (a) Customer  Payments.  CyberRetail shall have sole  responsibility for the
collection  of  payments  from  Customers  for  Products  purchased  through the
CyberRetail Web Site.

    (b) Payment to Vendor.  Within seven (7) business days after the end of each
month,  CyberRetail  shall  remit  payment  to Vendor in an amount  equal to the
aggregate  Retail  Price for all  Product  Items  sold  during  that  month less
aggregate  Commissions fees and other charges  (including,  without  limitation,
shipping  costs  for  returns)  for  which  Vendor  is  responsible  under  this
Agreement.

10.      AUDITS

    Upon prior  reasonable  written  notice to  CyberRetail,  Vendor  shall,  at
Vendor's  expense,  have the right  during  the Term and for a period of one (1)
year thereafter to examine any books or records of CyberRetail (at CyberRetail's
principal place of business and during regular  business hours) for the purposes
of confirming the calculations of Commissions, Storage Fees and other charges or


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costs  incurred by Vendor.  Vendor agrees to maintain all  information  obtained
during  such  examination  in  confidence  and  to  cause  its  duly  authorized
representative to do so as well in accordance with the terms hereof.

11. PRODUCT WARRANTY

    11.1 Quality  Assurance.  Vendor warrants that all Products delivered to the
Fulfillment  Center or sent direct by Vendor to  Customers  will  conform to the
specifications,  descriptions  and samples  furnished by Vendor and reflected in
the Catalogue and will be merchantable,  of good material and  workmanship,  and
free from all defects.  If such  Products do not conform,  CyberRetail  shall so
notify Vendor in writing, and CyberRetail,  at its option and at the expense and
risk of Vendor,  may either return such Products to Vendor or hold them for such
disposal as Vendor may indicate.

    11.2  Compliance  with Laws.  Vendor agrees to fully observe and comply with
all applicable  Federal,  State and local laws,  rules,  regulations  and orders
pertaining to the production and sale of the Products, and, upon request, Vendor
shall furnish  CyberRetail  certificates  of compliance  with such laws,  rules,
regulations and orders.

    11.3 Vendor's Warranty to Customers.  Vendor will provide all Customers with
Vendor's standard  Warranties  directly and CyberRetail shall not be required to
provide  any  services to  Customers,  including  honoring  any  warranties,  in
connection with the Products after delivery.

    11.4 Price Warranty. Vendor warrants that the Retail Prices for the Products
to be sold through CyberRetail's Web Site are not greater than currently charged
by Vendor to any other retailer or customer for articles in similar  quantities.
In the event  Vendor  reduces  its price to any third  party for a Product  Item
during the term of this  Agreement,  Vendor  agrees to reduce  the Retail  Price
hereof  correspondingly.

12.  REPRESENTATIONS  AND WARRANTIES

    12.1 CyberRetail represents and warrants that:

    (a) CyberRetail  has the full right,  power and authority to enter into this
agreement and to perform its obligations hereunder.

    (b) The entering into of this Agreement by CyberRetail  and the  performance
by  CyberRetail of any of its  obligations  hereunder will not violate any other
agreement to which CyberRetail is a party.

    (c) The operation of and the sale of Products  through the  CyberRetail  Web
Site does not  violate any  applicable  Federal,  State and local  laws,  rules,
regulations and orders.

    12.2 Vendor  represents  and warrants  that:

    (a)  Vendor  has the full  right,  power and  authority  to enter  into this
Agreement  and  to  perform  its  obligations  hereunder,   including,   without
limitation,  the right to distribute the Products  through the  CyberRetail  Web
Site in accordance with this Agreement.

    (b) The entering  into of this  Agreement by Vendor and the  performance  by
Vendor of any of its obligations  hereunder will not violate any other agreement
to which Vendor is a party.

    (c) The  production and sale of the Products does not violate any applicable
Federal, State and local laws, rules, regulations and orders.

13.  TERMINATION

    13.1 Termination for Cause. If any of the following  conditions shall occur,
either Party hereto may terminate  this Agreement upon thirty (30) days' written
notice to the other Party in  accordance  with the terms hereof


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    (a) If  the  other  Party  shall  file  or be the  subject  of a  bankruptcy
petition,  become  insolvent,  apply  for or  consent  to the  appointment  of a
receiver or trustee or make an  assignment  for the benefit of  creditors  or be
unable to meet its  obligations  in the normal  course of  business as they fall
due.

    (b) If the other Party shall  commit any material  breach of this  Agreement
and shall fail to remedy same within thirty (30) days  following  written notice
thereof or any  repeated  material  breach of this  Agreement by the other Party
whether or not cured.  The Parties agree that, inter alia, the failure by Vendor
to maintain at least the Monthly  Inventory  Level shall  constitute  a material
breach of this Agreement.

    (c) If CyberRetail  shall, for any reason,  cease to offer any products from
any vendor for sale via the Web Site for which  CyberRetail  or any  third-party
fulfillment service is to provide fulfillment services;  provided, however, that
a change to the Uniform  Resource Locator of the Web Site shall not be deemed to
be the  cessation  of the Web Site or the  cessation of the offering of products
for sale via the Web Site.

    13.2 Termination by Vendor.  This Agreement may be terminated by Vendor upon
thirty (30) days' written  notice to  CyberRetail  if the gross dollar amount of
retail  sales of the  Products  through the Web Site from the  beginning  of the
twelfth  (12th) month to the end of the  eighteenth  (18th) month of the Term is
less than two (2) times the gross dollar  amount of retail sales of the Products
from the  beginning  of the sixth (6th)  month to the end of the twelfth  (12th)
month of the  Term  (the  "Benchmark  Sales  Level");  provided,  however,  that
appropriate  adjustments may be made by CyberRetail to the Benchmark Sales Level
to reflect sales lost as a result of a failure by Vendor to meet its obligations
hereunder or the  withdrawal of any of the Products from the Web Site.  Vendor's
right to  terminate  this  Agreement  pursuant to this Section 13.2 shall expire
thirty (30) days after the end of the 18th month of the term.

    13.3 Unsold  Merchandise.  Upon expiration or termination of this Agreement,
CyberRetail  shall, or shall cause the Fulfillment  Center in possession thereof
to,  return any unsold  Products in its  possession  to Vendor at Vendor's  sole
expense.

    13.4 Continuing Obligations upon Termination. Neither CyberRetail nor Vendor
shall be liable to the other on account of any  termination or expiration of the
Agreement for reimbursement or damages for loss of goodwill, prospective profits
or  anticipated  orders,  or on account  of any  expenditures,  investments,  or
commitments  made by either  CyberRetail  or  Vendor,  or for any  other  reason
whatever;  provided,  however,  that each  Party  shall be  responsible  for any
continuing commitments,  obligations or contracts existing or entered into prior
to the  delivery  of  such  notice  of  termination.

14.  CONFIDENTIALITY

    14.1 Information Disclosure. Any information relating to or disclosed in the
course of this Agreement by either Party (the  "Disclosing  Party") to the other
Party (the "Receiving Party"), which is or should be reasonably understood to be
confidential or proprietary to the Disclosing  Party,  including but not limited
to, the material  terms of this  Agreement,  sales,  cost and other  unpublished
financial information,  product and business plans,  projections,  and marketing
data shall be deemed  "Confidential  Information"  and shall not be disclosed to
any other party without the prior written consent of the Disclosing  Party.

    14.2 Advertisements. Vendor shall not in any manner advertise or publish the
fact that it has furnished,  or contracted to furnish,  CyberRetail the Products
herein mentioned without the prior written consent of CyberRetail.  Vendor shall
not  disclose any details in  connection  with this order to any party except as
may be otherwise provided.


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    14.3 Ownership of Information.

    (a) CyberRetail's  Ownership Rights.  CyberRetail shall at all times own and
retain all right,  title and interest in and to the Web Site and the  Catalogue,
including without limitation, all patents, copyrights,  trademarks, trade names,
trade dress and trade  secrets,  right to the graphical user  interface,  source
code and object code, and other intellectual property rights.

    (b) Vendor's Ownership Rights. Subject to the rights licensed to CyberRetail
in this  Agreement,  and except  for any  portions  thereof  which may be in the
public domain, Vendor shall retain rights of ownership in and to the information
supplied to CyberRetail.

15.  USE OF THIRD-PARTY  CONTRACTORS BY CYBERRETAIL

    CyberRetail may use the services of one or more  third-party  contractors to
perform  certain  of  CyberRetail's  obligations  hereunder.  Vendor  agrees  to
CyberRetail's  use of such third-party  contractors.  CyberRetail  shall use its
best  efforts  to prevent  any such  third-party  contractor  from  selling  any
Customer  information  or collecting  any Customer  information  for any purpose
other than the performance of its obligations to CyberRetail.

16.  INDEMNITY

    (a) Each Party (the "Indemnifying Party") hereto agrees to indemnify, defend
and hold harmless the other Party (the  "Indemnified  Party"),  its  affiliates,
officers, directors,  employees, agents and assigns from and against any and all
claims,  actions,  losses,  damages,  liability,  costs and expenses  (including
reasonable  attorneys' fees) arising out of or in connection with (i) the breach
of any  representation,  warranty or agreement  made by the  Indemnifying  Party
hereunder,  (ii)  incorrect  or mistaken  pricing  information  of the  Products
directly  resulting  from an  error  by the  Indemnifying  Party,  (iii)  if the
Indemnifying  Party is Vendor,  the Products and the use by  CyberRetail  of the
Intellectual Property as contemplated herein, and (iv) if the Indemnifying Party
is CyberRetail, the Operation of the CyberRetail Web Site. The Indemnified Party
shall  promptly  notify the  Indemnifying  Party of all  claims and  proceedings
related  thereto of which it becomes aware.  The  Indemnified  Party may, at its
option,  participate in any such claims and  proceedings  through counsel of its
own choosing at its expense. Vendor or its affiliate shall at all times maintain
product liability insurance,  insuring losses arising out of the manufacture and
use of the Products,  naming  CyberRetail  as an additional or co-insured  under
such  policy of  insurance,  in an  amount  not less  than One  Million  Dollars
($1,000,000) per occurrence.

17.  LIMITATION OF LIABILITY

    CYBERRETAIL  DOES NOT MAKE BY VIRTUE OF THIS  AGREEMENT OR THE  TRANSACTIONS
CONTEMPLATED HEREIN, AND CYBERRETAIL EXPRESSLY DISCLAIMS,  ANY REPRESENTATION OR
WARRANTY,  WHETHER  EXPRESS OR IMPLIED,  WITH  RESPECT TO THE  FUNCTIONALITY  OR
OPERATION OF THE CYBERRETAIL WEB SITE OR CATALOGUE SOFTWARE USED IN MARKETING OF
PRODUCTS  VIA THE  CYBERRETAIL  WEB SITE,  INCLUDING  BUT NOT LIMITED TO IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR  PURPOSE.  EXCEPT FOR
THE INDEMNITY OBLIGATIONS SET FORTH IN SECTION 16 HEREOF, NEITHER PARTY SHALL BE
LIABLE  TO THE OTHER  FOR ANY  CONSEQUENTIAL,  INCIDENTAL  INDIRECT  OR  SPECIAL
DAMAGES IN CONNECTION WITH THE CYBERRETAIL WEB SITE OR CATALOGUE, OR PERFORMANCE
OF OBLIGATIONS  UNDER THIS AGREEMENT,  EVEN IF THE OTHER PARTY HAS BEEN APPRISED
OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. CYBERRETAIL SHALL NOT BE LIABLE FOR
ANY THIRD PARTY'S MISUSE, MANIPULATION, OR MISAPPROPRIATION OF VENDOR'S DATA.


                                       8


<PAGE>

18.  MISCELLANEOUS

    18.1 Non-Waiver.  The waiver by CyberRetail of a breach of any provisions of
this  Agreement  by Vendor  shall not  operate nor be  construed  as a waiver of
CyberRetail's right to assert that Vendor has committed any subsequent breach.

    18.2  Severability.  If any of the  provisions  of  this  Agreement,  or the
application of any term or provision to any persons or  circumstances is invalid
or  unenforceable  to any extent,  then the  remainder of this  Agreement or the
application of the terms or provisions to persons or  circumstances,  other than
those  to which it is held  invalid  or  unenforceable,  shall  not be  affected
thereby  and each  term or  provision  of this  Agreement  shall  be  valid  and
enforceable to the extent permitted by law.

    18.3 Assignment.  This Agreement may not be assigned by either Party without
the prior written consent of the other Party.  The rights and obligations of the
parties hereto under this  Agreement  shall inure to the benefit of and shall be
binding upon the Parties' successors and assigns.

    18.4  Construction.  Headings in this  Agreement are for reference  purposes
only and shall not be deemed to have any substantive  effect.  References to the
masculine  gender shall mean the feminine and  references to the singular  shall
mean the plural, all as the context may require in a given instances.

    18.5  Notices.  Any  notice  to be  given  under  this  Agreement  shall  be
sufficient if it is in writing and delivered in person or sent by certified mail
return receipt  requested,  postage prepaid,  to Vendor, to the attention of the
Product Manager,  or to CyberRetail to the attention of it's President,  each at
its principal office as set forth above or as may hereafter be changed by proper
notice.

    18.6 Entire Agreement.  This Agreement  contains the entire Agreement of the
parties and supersedes all prior agreements or understandings  pertaining to the
subject matter hereof whether written or oral. No  modifications or amendment of
this Agreement shall be effective  unless in a written  instrument,  executed by
both Parties.  This contract will be considered VOID if not signed and delivered
to CyberRetail within fifteen (15) business days of the date first listed above.

    18.7 Force  Majeure.  Neither  Party shall have any  liability  to the other
Party for any  failure to  perform  hereunder  if such  failure is due to causes
beyond its reasonable control, including, without limitation,  failure resulting
from labor difficulties,  acts of god,  governmental  action,  embargoes,  fire,
flood, explosion, war, civil disturbance,  transportation facilities,  machinery
breakdown, delays of supplier, acts or omissions of any common carriers or their
agents, ISP failures, internet brownouts,  failures,  malfunctions or delays and
other events outside its reasonable  control.  Notwithstanding the occurrence of
any of the foregoing events, the Party which is adversely effected by such event
shall use reasonable  efforts (if practicable to do so and without  requiring it
to incur additional  expense) to continue to perform its obligations  hereunder,
but in no event shall such Party be liable to the other party for its failure to
perform  those of its  obligations  which  are  unable  or  impracticable  to be
performed due to the occurrence of any such event.

    18.8 Counterparts.  This Agreement may be executed in counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument; provided, however, that this Agreement shall not be
effective unless and until each Party has executed and delivered a counterpart.

    18.9  Governing.  This  Agreement  shall be governed by, and  construed  and
enforced in accordance with the laws of the State of New York.


                                       9


<PAGE>

19.      REMEDIES; DISPUTE RESOLUTION

    19.1 Dispute Resolution.  All disputes between the Parties shall be settled,
if possible, through good faith negotiations between the relevant parties.

    19.2  Injunctive  Relief.  In the event of a breach or threatened  breach by
either  Party of the terms of the  Internet  Distribution  Agreement,  the other
Party shall be entitled to an injunction  restraining  the breaching  party from
committing any breach of this  Agreement,  without showing or proving any actual
damages and without  diminishing  any other right or remedy which such Party may
have at law or in equity to enforce the provisions of this Agreement. Each Party
waives any right it may have to require  the other Party to post a bond or other
security  with respect to obtaining or  continuing  any  injunction or temporary
restraining order.

    19.3  Set-Offs.  All claims for money due or to become due from  CyberRetail
shall be  subject  to  deduction  or  set-off  by  CyberRetail  by reason of any
counterclaim arising out of this or any other transaction with Vendor.


                                       10


<PAGE>


                                   EXHIBIT C
                                 CONTACT SHEET

Company: Bodyguard Records.com

Address: 138 Fulton Street
         New York, NY  10038

Contact: Gene Foley                         Ext# __________

Assistant: ____________________     Ext# __________

Phone Number:     732-888-4646

Fax Number:       732-888-2973

EMAIL ADDRESS:    DR.GENEFOLEY@AOL.COM

WHERE DO WE SEND ORDERS (CIRCLE ONE):       EMAIL OR FAX
                                                     ---
Best time to contact you: M-F 10 am to 7 pm

COMMENTS:

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

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

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

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

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

Product Category: Music CD's & Merchandise        Date: 1-17-2000

Gender: ___________________________

Classification: ___________________

FOR OUR RECORDS PLEASE FILL OUT COMPLETELY AND RETURN WITH CONTRACT. THANK YOU.



<PAGE>


                                   EXHIBIT D
                             Shipping Instructions
                             ---------------------

Bills of Lading
Merchandise  must be  packed,  described  and  shipped  on  bills of  lading  in
accordance with the most current  National Motor Freight  Classification  (NMFC)
along with  applicable  freight  tariffs  that assure the lowest  legal  freight
charges.  Bills of lading  must  have  Vendor  name,  complete  origin  shipping
address;   total  cartons  and  pallets,   weight,   applicable  NMFC  item  and
description,  and shipper  number;  seal(s) and trailer  number(s) on truck load
shipments. Combine same day shipments on single bill of lading.

Packing Slip
Packing  slip must be  legible  and  enclosed  in  protective  plastic  envelope
attached to the outside of a master carton for each shipment and contain  Vendor
name and address,  Vendor Item numbers,  quantity.

Carton  Markings / Packaging
Master  cartons and  individual  unit cartons must be marked legibly using black
ink on at least one (1) side of each carton  showing  Vendor Item number and the
carton contents quantity.  Marking and/or label print shall be at least 1/8 inch
in height.  Computer  printed  pressure  sensitive  labels are acceptable.

Each Product Item ("SKU") is to be individually  packed in polybags and/or boxed
and  labeled.  Two-piece  or  multiple-piece  sets must be packed in one polybag
and/or box. Each polybag  and/or box must have the SKU, color and color code and
size  visible.  Master  shipping  cartons  should  contain only one SKU and each
carton  should weigh less than 50 pounds.  Each carton must have the SKU,  color
and color code,  size and total number of cartons being shipped  (e.g., 1 of 10)
visible.  If a Vendor wishes to mix the contents of a master  carton,  each SKU,
color and size should be clearly labeled and segregated in a polybag or separate
carton within the master carton.  These SKU's should be clearly specified on the
packing slip.

Multiple SKU's received  unsorted in a master carton will be subject to a Rework
Charge  determined by  CyberRetail  and any mutually  agreed upon  out-of-pocket
expenses  incurred in connection  therewith to sort and  repackage  each SKU for
appropriate shipping to the Customer.

Pre-packaged items
Items pre-packaged for shipment to the end Customer by Vendor will be assumed to
be adequate  protection,  assuming shipment via USPS, UPS or other mail carrier.
CyberRetail  will assume no  responsibility  for product damage  incurred during
shipment for pre-packaged items.



<PAGE>


                                   EXHIBIT E
                           CyberRetail Return Policy
                           -------------------------

    Every Item we sell will give complete  satisfaction or you may return it for
a full refund,  within 35 days of the date posted on your invoice. See below for
specific policies:

General:      All original tags must be on the garments.  This policy  pertains
              to all products  sold by  CyberRetail.com.  Please read below for
              additional policy on Swimwear, Shoes, belts and Suits.

Swim Wear:    Sanitary patch must be intact and not removed from the garment.

Shoes:        Must be in "like new" condition, not worn outside. While breaking
              in please do not wear  outside,  keep  indoors at all times until
              you are sure that they are the correct fit.


Suits:        Only returned if NO alterations were made.

Underwear:    Unworn, in packaging.

Undershirts:  Unworn, in packaging.

Belts:        Must be in "like new"  condition,  without  evidence of excessive
              wear.  Please try on immediately  and test for comfort and proper
              fit.



*CyberRetail  understands that there are extreme  circumstances  where a garment
may  contain  a  defect,  and  only  after it has been  worn can the  defect  be
detected.  We will stand behind all products  under these  circumstances;  by no
means do we at CyberRetail.com want to hurt you in any way by making you pay for
a  manufacturer's  error.  Simply  e-mail us and explain the problem and we will
issue you a return number and address.

Here Is How:
Five Simple Steps:

1.   Email invoice number and reason for return to returns@CyberRetail.com

2.   CyberRetail  will e-mail you a return  number along with an address to ship
     your returned product.

3.   Send your purchase along with your original invoice,  to the address given.
     Very Important: The return number must be handwritten on the invoice.

4.   Credit will be given once your purchase is received by the manufacturer.

5.   CyberRetail will credit your credit card.