Rollo Entertainment, Inc.
                      Doing Business As London Productions
                                138 Fulton Street
                               New York, NY 10038
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                                                                  (212) 571-2179
February 27, 2000

Board of Directors
Bodyguard Records.com, Inc.
138 Fulton Street
New York, NY 10038

Re: Assignment of Sublease

Gentlemen:

This sublease  assignment  agreement (the "Agreement") will serve to confirm our
prior  conversations and negotiations  concerning the parameters  attendant upon
Rollo Entertainment,  Inc. d/b/a London Productions,  a privately owned Delaware
corporation ("REI") assigning to Bodyguard Records.com,  Inc., a privately owned
Delaware corporation ("BRCI"), all of REI's right , title and interest in and to
a written sublease agreement dated August 1, 1998 between Sterling Vision,  Inc.
as sublandlord ("Sterling") and REI as subteaant (the "Sublease"). The Sublease,
which expires on August 31, 2001,  pertains to the basement  office space at 138
Fulton Street,  New York, NY 10038 (the "Premises") and requires monthly rentals
starting at $1,800 and increasing to $2024.

In this  regard,  and  solely in  consideration  of the mutual  benefit  derived
herefrom and other good and valuable consideration,  the receipt and adequacy of
which is hereby  acknowledged  and  accepted,  we hereby  jointly and  severally
represent, warrant, covenant and agree as follows:

         1.  Assignment.  By  virtue  of  their  respective  execution  of  this
Agreement,  REI hereby  assigns the  Subleases  to BRCI and BRCI hereby  accepts
possession  and control of the Premises from REI on the terms and subject to the
conditions  set forth in the  Sublease.  BRCI  hereby  covenants  and  agrees to
perform all of the duties and  obligations  of REI under the Sublease  including
but not  limited to the  prompt  payment  of the  monthly  rent set forth in the
Sublease.

         2.  Indemnification  of  Guarantor.  By virtue of its execution of this
Agreement,  BRCI hereby  indemnifies  and holds  harmless  Mr.  John Rollo,  the
President of REI, who  personally  guaranteed  the  obligations of REI under the
Sublease from any and all liability  attendant  upon BRCI's  failure to meet its
obligations under the Sublease.


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         3. Subordination to Master Lease. BRCI hereby  acknowledges and accepts
that this Agreement is and shall be subordinated to and subject to the terms and
conditions  of  Sterling's  lease with the landlord of the Premises (the "Master
Lease").  The parties  hereby  agree and consent that in the event of a conflict
between this  Agreement  and the Master Lease,  the terms and  conditions of the
Master Lease shall be controlling.  BRCI hereby covenants and agrees to abide by
the terms and condition of the Master Lease.

         5. Entire  Agreement.  Each of the parties  hereby  covenants that this
Agreement  is  intended  to  and  does  contain  and  embody  herein  all of the
understandings and Agreements,  both written or oral, of the parties hereby with
respect to the subject matter of this  Agreement,  and that there exists no oral
agreement or understanding,  express or implied liability, whereby the absolute,
final and  unconditional  character and nature of this Agreement shall be in any
way invalidated, empowered or affected. There are no representations, warranties
or covenants other than those set forth herein.

         6. Laws of the State of New York.  This Agreement shall be deemed to be
made in,  governed by and  interpreted  under and  construed  in all respects in
accordance  with the laws of the State of Colorado,  irrespective of the country
or place of domicile or residence of either party.  In the event of  controversy
arising out of the interpretation,  construction,  performance or breach of this
Agreement, the parties hereby agree and consent to the jurisdiction and venue of
the  District or County  Court of New York,  and further  agree and consent that
personal  service  or process in any such  action or  proceeding  outside of the
State of New York and New York County shall be  tantamount  to service in person
within New York County,  New York and shall  confer  personal  jurisdiction  and
venue upon the said court.

         7.  Miscellaneous.  (a) This Agreement may be executed in  counterparts
each of which so executed shall be deemed an original and constitute one and the
same  agreement.  (b). Each party shall at all times keep the other  informed of
its principal place of business if different from that stated herein,  and shall
promptly notify the other of any change, giving the address of the new principal
place of  business.  (c).  All  notices  that are  required to be or may be sent
pursuant to the  provision of this  Agreement  shall be sent by certified  mail,
return receipt requested,  or by overnight package delivery service,  to each of
the parties at the address  appearing  herein,  and shall count from the date of
mailing or the validated  airbill.  (d). A modification  or waiver of any of the
provisions  of this  Agreement  shall be  effective  only if made in writing and
executed  with the same  formality  as this  Agreement.  (e). The failure of any
party  to  insist  upon  strict  performance  of any of the  provisions  of this
Agreement  shall not be construed as a waiver of any  subsequent  default of the
same or similar  nature or of any other nature or kind.  (f). REI and BRCI shall
be, and be deemed to be,  independent  contractors  in the  performance of their
respective  duties  hereunder,  any  law of  any  jurisdiction  to the  contrary
notwithstanding.  (g).  This  Agreement  is binding  upon and shall inure to the
benefit  of and  shall be  enforceable  against  the  parties  hereto  and their
respective  successors and assigns.  (h). This Agreement shall not be assignable
without the prior written consent of the other party.

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If the foregoing  correctly sets forth our understanding  and agreement,  please
indicate your  acceptance by signing the enclosed copy of this  Agreement in the
indicated  space and  returning  the same to the  undersigned  at your  earliest
convenience.


Very truly yours,

Rollo Entertainment, Inc.


By:  _____________________
     John Rollo, President


AGREED TO AND ACCEPTED:

Bodyguard Records.com, Inc.


By:_________________________
      Eugene Foley, Chief Executive
      Officer


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                           RIDER ANNEXED TO SUBLEASE

Date of Sublease: August 1, 1998

Sublessee:  London Productions

         1. The Sublessee represents that, prior to the date hereof, it received
and reviewed a copy of the Over Lease.

         2. The terms,  covenants,  provisions  and conditions of the Over Lease
are hereby  incorporated  herein and shall be binding upon both parties  hereto;
and those  applying to the Over  Landlord  therein  shall apply to the Sublessor
herein,  and those  applying to the Tenant  therein shall apply to the Sublessee
herein, subject to the following:

               a.   The place of payment and  notices,  as set forth in the Over
                    Lease, shall not apply to this Sublease.

               b.   As between the parties hereto,  Sublessor shall perform each
                    and every  obligation  of the Over  Landlord  under the Over
                    Lease;  provided,  however, that to the extent that the Over
                    Lease  requires the Over  Landlord to provide any  services,
                    alterations,  repairs or  improvements  with  respect to the
                    Premises,  or to  consent to or approve of any action by the
                    Tenant,  Sublessor's sole obligation to Sublessee  hereunder
                    shall be to promptly request such service,  repair,  consent
                    or approval from the Over  Landlord in  accordance  with the
                    terms  and  conditions  of the  Over  Lease;  and  provided,
                    further,  that  Sublessee  shall not be  entitled  to abate,
                    offset or otherwise  fail to pay any amount due hereunder as
                    the result of Sublessor's or the Over Landlord's  failure to
                    provide any such service, repair, consent or approval.

               c.   As between the parties hereto,  Sublessee hereby assumes and
                    agrees to be bound by the covenants and agreements set forth
                    in the Over Lease and by any terms and  limitations  imposed
                    upon Sublessor, as the Tenant thereunder;  subject, however,
                    to the  exclusions  set  forth  below.  Notwithstanding  any
                    contrary term or provision  herein contained or set forth in
                    the Over Lease, it is hereby expressly agreed that the terms
                    of this Sublease do not grant  Sublessee any rights of first
                    refusal,  any  options to  purchase,  or any  extensions  or
                    renewal  rights with  respect to the Over Lease  and/or this
                    Sublease.


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         3. Except as otherwise  specifically  set forth above,  Sublessee  does
hereby  assume and agree to be bound by and perform all of the terms,  covenants
and  conditions on the  Sublessor's  part (as Tenant under the Over Lease) to be
performed under the Over Lease with respect to the Premises, only, and Sublessee
agrees to indemnify, defend and hold Sublessor harmless from and against any and
all  liability,  damages,  costs  or  expenses,  including  attorneys'  fees and
expenses,  arising from or relating to: (i) any act, omission,  or negligence of
Sublessee, or any of its officers,  contractors,  licensees,  agents, employees,
guests,  invitees or visitors,  in or about the Premises  and/or the Building in
which the Premises are located;  (ii) any breach or default under the Over Lease
or this Sublease by Sublessee, or any of its officers,  contractors,  licensees,
agents,  employees,  guests,  invitees or visitors; and (iii) the enforcement by
Sublessor of the provisions of this Sublease as against Sublessee.

         4. Conflict,  if any,  between the terms of this Sublease and the terms
of the Over Lease, except to the extent specifically set forth herein,  shall be
resolved  pursuant  to the terms of the Over  Lease.  Unless the context of this
Sublease expressly otherwise provides,  all terms, words and phrases used herein
shall have the same meaning  that the same terms,  words and phrases have in the
Over Lease.

         4.1 All rental  payments due from Sublessee under this Article 4, shall
be prorated on the basis of the number of days or months of such calendar  month
or fiscal  year,  if less than the whole,  during which  Sublessee  occupies the
Premises.

         5. DEFAULT

         5.1 Sublessee agrees that it shall be a default under this Sublease, if
Sublessee:

               a.   shall be in default in the  performance of any of the terms,
                    covenants and  conditions on its part to be performed  under
                    this  Sublease  and such is not cured  within  five (5) days
                    after notice; or

               b.   shall be in  default  in the  performance  of any  action or
                    condition  required by  Sublessee  which would  constitute a
                    default by the Tenant  under the Over Lease,  regardless  or
                    whether  or not the  Over  Landlord  seeks  to  enforce  the
                    applicable  default provision of the Over Lease, and such is
                    not cured within five (5) days after notice,  or such lesser
                    period as may be required by the terms of the Over Lease;

then,  and in either of said events,  Sublessor,  upon notice to Sublessee,  may
immediately terminate and cancel this Sublease,  and upon such cancellation this
Sublease,  and the term  hereunder,  shall end and  expire and  Sublessee  shall
forthwith  quit and  surrender the Premises to  Sublessor,  but Sublessee  shall
remain liable as herein provided.

         5.2 If the notice  provided for in paragraph  5.1 above shall have been
given and the term shall  expire as  aforesaid,  Sublessor  may,  at its option,
re-enter the Premises and expel and remove  Sublessee  and its property  without
service  of notice or resort to legal  process  (all of which  Sublessee  hereby
expressly waives); and Sublessor shall have any and all other remedies available
at law, in equity, or pursuant to this Sublease,  including, but not limited to,
the re-letting of the Premises and charging  Sublessee with all costs and rental
deficiencies  incurred  thereby and the  collection  from  Sublessee of past and
future rents,  attorneys' fees and expenses  incurred by Sublessor in connection
therewith.  It is expressly  understood and agreed that the foregoing rights and
remedies  shall be available to Sublessor in addition to, and not in lieu of, or
in substitution  for, any rights and remedies that may be available to Sublessor
pursuant to the Over Lease.


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         5.3 If Sublessee  shall default in the performance of any of the terms,
covenants  and  conditions  on its part to be  performed  under  this  Sublease,
Sublessor,  without  thereby waiving such default,  may, at Sublessor's  option,
after five (5) days notice to Sublessee, except in the case of any emergency, in
which event  Sublessor  shall give such notice as may be  practicable  under the
circumstances, perform the same for the account of Sublessee. If Sublessor makes
any  expenditures or incurs any obligations for the payment of money,  including
attorneys' fees and expenses, in connection with curing Sublessee's defaults, or
in  instituting,  prosecuting or defending any action or proceeding by reason of
any default of  Sublessee  hereunder,  such sums paid or  obligations  incurred,
together  with  interest  thereon  at 1-1/2%  per  month,  or the  maximum  rate
permitted by law,  whichever is less, shall be paid by Sublessee to Sublessor as
additional rent within five (5) days after rendition of any bill or statement to
Sublessee therefor, and Sublessee shall have the same obligations therefor as if
the same constituted consideration hereunder.

         6. Sublessor makes no representation  and/or warranty that the Premises
may be used and/or occupied for the uses and/or purposes provided for herein.

         7. Sublessor  shall not be  responsible,  in any way, for the return of
any security deposit previously posted, by the Sublessee, with Sublessor's prior
sublessee of the Building.

         8. In addition to the base rent  provided for herein,  Sublessee  shall
pay to Sublessor  electric  charges for the Premises at the rate of Four Hundred
($400.00) Dollars per month.

         9. Base rent for the Premises shall be as follows:

                                            PER               PER
         PERIOD                             YEAR              MONTH
         ------                             ----              -----

August 1, 1998 - December 14, 1998          $21,600.00        $1,800.00
December 15, 1998 - December 14, 1999       $22,464.00        $1,872.00
December 15, 1999 - December 14. 2000       $23,362.56        $1,946.88
December 15. 2000 - August 30, 2001         $24,297.06        $2,024.76


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         10.  Sublessee  hereby  represents  and  warrants  that  all work to be
performed by it pursuant to its prior sublease of the Premises (with Sublessor's
prior  sublessee of the Building)  have been performed and paid for in full.

         11. In the event  Sublessee  shall fail to timely pay to Sublessor  any
installment of rent and/or additional rent to become due and payable  hereunder,
said  unpaid  installment  shall bear  interest,  to be  computed at the rate of
eighteen percent (18%) per annum; provided, however, that nothing contain herein
shall be deemed to limit all otherwise restrict  Sublessor's right and option to
terminate this Sublease as a result of Sublessee's default hereunder.

         12. Within ten (10) days after the execution  hereof,  Sublessee  shall
effect, and thereafter  maintain,  in full force and effect, a policy of general
liability insurance,  in the single limit amount of One Million Dollars,  naming
Sublessor and the Over Landlord as additional insureds hereunder.


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