AGREEMENT  made  this  6th  day  of  December,   1999,   between  Rollo
Entertainment,  Inc.  d/b/a  London  Productions,  a  privately  owned  Delaware
corporation with offices at 138 Fulton Street, New York, NY 10038 (the "Lessor")
and Bodyguard  Records.com,  Inc., a privately owned Delaware  corporation  with
principal offices at 138 Fulton Street, New York, NY 10038(the "Lessee").

                              W I T N E S S E T H :

         WHEREAS,  the Lessor is the owner of certain  recording  equipment  and
materials set forth on exhibit "A" annexed hereto and hereby incorporated herein
by reference (the "Equipment"); and

         WHEREAS,  the  Lessee  desires  to  obtain  the  right to  utilize  the
Equipment  for a period  of two  years at the  Lessee's  principal  offices  and
recording  studio at 138 Fulton Street,  New York, NY 10038 (the "Premises") and
expiring on the third anniversary of the execution of this Agreement (the "Lease
Term");

         WHEREAS,  the Lessor is willing to lease the Equipment to the Lessee on
the terms and subject to the conditions hereinafter set forth.

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
hereinafter contained, the parties hereby agree as follows:

         1.  Recitals  Confirmed.  All of the  recitals  hereinabove  stated are
confirmed by the parties  hereto as being in all  respects  true and correct and
the same are hereby incorporated herein by reference.

         2.  Equipment  Lease.  Subject  to the  payment  of  the  consideration
hereinafter  specified and the  performance by the Lessee of all its obligations
and conditions to be performed hereunder, the Lessor hereby grants to Lessee and
Lessee  hereby  accepts a right to utilize the  Equipment to record music at the
Premises for the Lease Term and for no other use or purpose (the "Lease").

         3. Consideration.  Solely by virtue of the execution of this Agreement,
the Lessee hereby agrees to pay to the Lessor as the sole  consideration for the
Lease  and the  Licensor  hereby  agrees  to  accept  an  aggregate  of  200,000
theretofore  authorized but unissued shares of the Lessor's common stock,  $.001
par value per share,  valued,  for the purposes of this  Agreement,  at the fair
market value of the Equipment  less  depreciation  and divided by the Lease Term
(the "Shares").  The parties hereby agree and consent that the fair market value
of the equipment for the Lease Term is $600,000.

         4. Term.  The term of the Lease shall be three years  commencing  as of
the date hereof and terminating on the third anniversary of the execution hereof
(the "Lease Term").


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         5.  Scope  and  Limitations  of the  Lease.  Solely  by virtue of their
respective  execution  of this  Agreement,  the  Lessee  and the  Lessor  hereby
acknowledge and accept the following specific parameters of the Lease:

         A. During the Lease Term, the Lessee shall be authorized to utilize the
Equipment for a maximum of seven (7) hours per day;

         B.  During the Lease  Term,  the Lessee  shall be  required to maintain
liability  insurance on the  Equipment  in the amount  equal to that  previously
maintained by the Lessor;

         C. During the Lease Term,  the Lessee  shall permit the officers of the
Lessor  access to the Premises  without prior written or other notice to observe
the Lessee's use of the Equipment; and

         D. During the Lease Term, the Lessee will not permit any third party or
parties to utilize the equipment  without the Lessor's  prior  written  consent,
which consent shall not unreasonably be withheld.

         6.  Representations  and  Warranties.  the Lessor and the Lessee hereby
jointly and severally represent and warrant to each other as follows:

         A. They are each  corporations  duly organized,  validly existing under
their respective jurisdictions of incorporation;

         B. The  individual  signing this Agreement has full power and authority
to execute the same and to bind his corporation;

         C. They each have the full legal right,  power,  authority and capacity
to enter  into and  execute  this  Agreement  and to carry out and  perform  the
transactions contemplated herein.

         7. Investment  Representations of the Lessee. The Less has been advised
and by virtue of its execution of this Agreement  hereby  acknowledges,  accepts
that and  understands  that: (i) the Shares will be  'restricted  securities' as
that term is defined  under the  Securities  Act of 1933, as amended (the "Act")
(ii) the Lessee  will be  acquiring  the  Shares  solely  for the  Lessee's  own
account,  for  investment  purposes  and  without a view  towards  the resale or
distribution  thereof;  (iii) the Lessee will hold the Shares for the applicable
one year holding period  proscribed by Rule 144 under the Act; and (iv) any sale
of the Shares will be accomplished  only in accordance with the Act or the rules
and regulations of the SEC adopted  thereunder.  In addition,  the Lessee hereby
consents  to the  imprinting  of a standard  form of  restrictive  legend on all
certificates  representing  the Shares as well as the  imposition  of a standard
form of stop transfer order against the


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Shares on the books and records of the Lessor and/or its transfer agent.

         8. Indemnification.  The Lessee agrees to indemnify and hold the Lessor
harmless  from any and all losses or damages,  including  reasonable  attorneys'
fees,  suffered or incurred by reason of a breach by the Lessee of any provision
of this  Agreement or a failure by Lessee to perform any act or acts required by
it hereunder.

         8. 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  or
warranties other than those set forth herein.

         10. 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.

         11.  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). the Lessor and the
Lessee 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


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<PAGE>

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.

IN WITNESS  WHEREOF,  the parties have executed this Agreement as of the day and
year first above written.

Very truly yours,

Rollo Entertainment, Inc.


By:____________________
     John Rollo, President

Bodyguard Records.com, Inc.


By:_________________________
      Eugene Foley, Chief Executive
      Officer


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