ARTIST  RECORDING  AGREEMENT


         AGREEMENT  made  this  6th  day of  January,  2000,  between  Bodyguard
Records.com,  Inc. (herein called "Company") and Pat & Mike Larney, p/k/a "Naked
Underneath"  (herein called "Artist") for the tendering of personal  services in
connection with the production of Commercial Sound Records.

         1. Company hereby engages  Artist's  exclusive  personal  services as a
recording   artist  in  connection  with  the  production  of  commercial  sound
recordings.  Artist  hereby  accepts such  engagement  and agrees to render such
services  exclusively  for Company during the term hereof and all extensions and
renewals.  "Commercial  sound  recordings"  "record(s)"  or  "album(s)"  will be
defined in this Agreement as compact discs, cassettes, or any other pre-recorded
music technology now known, or not yet known.

         2. The term of this Agreement shall be for the commercial release of an
initial record featuring a minimum of ten (10) songs.  Artist grants Company two
(2) additional options to release a second & third record if Company so desires.
Each option may be  exercised,  if at all, by Company's  giving  Artist  written
notice of such  exercise  within the first  twelve (12) months from the date the
proceeding  record was released.  The scope of this Agreement is the World.  The
Company  promises to  manufacture  and release  the initial  compact  disc on or
before  September 1, 2000. If said initial compact disc is not  manufactured and
released by September 1, 2000,  Artist would be  immediately  released from this
Agreement,  and at that time  Artist may buy the Master tape free and clear from
Company for Ten-Thousand dollars U.S. ($10,000).

         3-A.  During  the term of this  Agreement,  Artist  will,  at  mutually
convenient times, come to and perform at the Company's recording studios for the
purpose of recording songs.  During the term of this Agreement,  Artist will not
perform,  for the  purpose of making  records,  for anyone  other than  Company.
Artist will not authorize or permit the use of Artist's name, likeness, or other
identification  for  the  purpose  of  distributing,  selling,  advertising,  or
exploiting records for anyone other than Bodyguard Records.com.

         3-B. In  consideration  of this Agreement and without  further  payment
than as herein provided for yourself,  you grant to the Company, its associates,
subsidiaries and nominees (1) the right to manufacture,  advertise, sell, lease,
license or otherwise  use or dispose of in any or all fields of use,  throughout
the world,  or to refrain  therefrom,  throughout the world or any part thereof,
records embodying the performances to be recorded hereunder, upon such terms and
conditions  as the  Company  may  approve;  (2) the  right to use your  name and
photograph if desired, in connection with the exploitation of said records;  and
(3) all rights in and to the master tapes and  records,  and the use and control
thereof, upon which are reproduced the performances to be recorded hereunder.


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         4-A. The Company will pay Artist for the rights  granted herein and the
services to be rendered  hereunder  by you a royalty of One Dollar & Fifty Cents
U.S.  ($1.50) for each record  manufactured and sold throughout the world by the
Company or its associates or subsidiaries.,  after recoupment as defined in this
Agreement.

         This royalty shall increase to Two Dollars U.S. ($2.00) for each record
sold over 100,000 units, beginning with unit 100,001;

         This royalty  shall  increase to Two Dollars &  Twenty-Five  Cents U.S.
($2.25) for each record sold over 200,000 units, beginning with unit 200,001;

         This royalty shall  increase to Two Dollars & Fifty Cents U.S.  ($2.50)
for each record sold over 300,000 units, beginning with unit 300,001;


         For each  record  that  Artist  sells  directly  to  consumers  at live
performances, Artist will receive Three Dollars U.S. ($3.00)

         4-B.  This royalty shall be inclusive of any  mechanical  royalties and
any other fees to which artist may be entitled. Sold will be defined as "payment
has been received by Company and Company's  account has been credited."  Company
and  Artist  shall  negotiate  in good  faith  a  separate  Agreement  regarding
publishing.

         5. If  Company  should  choose to film,  manufacture  and  commercially
release a VHS video tape, or other  audio/visual  medium known or not known,  of
Artist, Artist will be paid a royalty of Three Dollars U.S. ($3.00) for each VHS
video or other medium  manufactured and sold throughout the world by the Company
or its associates or subsidiaries.

         6. All royalties  earned from foreign  markets outside of the U.S. will
be computed in the national  currency of the country to which the retail selling
price so elected  applies,  and will be paid to Artist in U.S.  currency  at the
same rate of exchange as Company is paid.

         7. No  royalties  will be paid to  Artist  on  records  given  away for
promotional  purposes to fan club  contest  winners,  disc  jockeys,  magazines,
newspapers, radio stations and television outlets, etc.

         8.  Payment of accrued  royalties  shall be made  semi-annually  within
sixty (60) days after the first day of June and December. The Company,  however,
shall have the right to deduct from the amount of any statements, or accounts of
royalties  due,  the amount of royalties  previously  paid to Artist for records
subsequently  returned,  (either as  defective  or on an exchange  proposition.)
Furthermore,  royalties  will not be paid to Artist  until the  Company has been
fully recouped.  In this Agreement,  "recoup" will be defined as "paid back" for
all  expenditures  that were incurred on behalf of Artist.  Company will provide
Artist with a detailed schedule of all recoupable costs.



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         9. Recoupable costs are, without limitation, one-hundred percent (100%)
of: recording  studio time,  (which will be billed at fifty ($50.00) dollars per
hour for recording and mixing time), compact disc manufacturing, graphic design,
photography,  advances, salary or financial compensation of any kind; as well as
food,  fuel  and  accommodation  expenses  during  promotional  appearances  and
touring,  and  50% of  the  cost  of a  promotional  video  &  cable  television
commercial,  (If  Company  elects  to  film a  promotional  video  and/or  cable
television  commercial.)  Company will choose,  hire and pay the  producer,  the
recording studio and session musicians (if applicable.)

         10. If Artist objects to a particular royalty statement, Artist may, at
any time within one (1) year after the royalty statement is submitted to Artist,
notify Company in writing,  via U.S. Mail of Artist's  intentions to examine the
books and records of Company.  Artist must inform Company  specifically  what is
being  questioned.  Artist may hire at his or her own expense a Certified Public
Accountant to assist in the auditing process. The examination will take place at
the Company's office,  during regular business hours, within thirty (30) days of
receiving  the request from  Artist.  Company will present the books and records
which are  necessary  to verify the accuracy of the  information  in the royalty
statement  that  Artist is  questioning.  Company  shall have no  obligation  to
produce  said books and records  more than once with  respect to each  statement
rendered to Artist, nor more than once in any calendar year.

         11.  Artist agrees that during the term of this  Agreement  Artist will
not  perform  for any other  person,  firm or  corporation,  for the  purpose of
producing commercial sound records.

         12.  The  Artist  hereby  warrants  that  Artist has no oral or written
obligations  contracts,  or agreements of whatever  nature entered into prior to
the signing of this Agreement which are now in force and binding and which would
in any way  interfere  with  carrying out this  Agreement to its full intent and
purpose.

         13. Artist acknowledges that Company is the sole and exclusive owner of
all Masters Tapes. Said ownership entitles Company among other things to:

         A) The  exclusive  and  ownership of all  duplicates of the masters and
records manufactured therefrom and the right to use and control the same and the
performances embodied therein

         B) The exclusive right throughout the world to manufacture,  advertise,
sell, lease,  license,  synchronize with any medium, or otherwise use or dispose
of masters and compact discs  manufactured  from or embodying all or any part of
the contents of the masters,  or to refrain therefrom,  in any and all fields of
use  throughout  the  world  upon such  terms  and  conditions  as  Company  may
determine.

         C) The  perpetual  right to use and publish and to permit others to use
and publish the names  (including any professional  names  heretofore  adopted),
likenesses  of  and  biographical  material  concerning  Artist  and  all of the
performers  who recorded  the masters,  for  advertising  and trade  purposes in
connection  with the sale and  exploitation  of the masters  and  compact  discs
produced from the masters, or to refrain therefrom.


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         D) The right to release records manufactured from the masters under the
name of  Bodyguard  Records.com  or any other such trade name or mark as Company
may elect.

         E) The right to sell and exploit records  manufactured from the masters
on which  performances  by other  artists are coupled and to sell compact  discs
manufactured  from the masters in albums,  which  albums may  contain  pictures,
prose and verse and records embodying performances of other artists.

         F) Company's  ownership  and rights with  respect to the masters  shall
extend to all tapes and other physical devices  embodying  performances  made at
recording sessions held pursuant to the terms of this Agreement.

         G) Company shall have the exclusive  right to use and license others to
use any artwork created by Company in connection with compact discs, singles and
twelve inch (12")  singles  manufactured  from  masters  delivered  hereunder in
connection with merchandise of any sort.

         H)  Company  shall  also have the  exclusive  right to use and  license
others to use any other  materials  created by or  furnished  by Company and any
materials paid for, in whole or in part, by Company,  in connection  with Artist
Merchandise of any sort.  Company shall pay to Artist fifty (50%) percent of all
net receipts  received by Company in respect of any such merchandise uses. (Such
as T-Shirt sales, tour books, hats,  keychains,  posters,  etc.) As used herein,
net receipts shall mean gross receipts less all expenses  incurred by Company in
connection therewith and any third party payments, such as payments to copyright
proprietors, vendors or distributors.

         I) Company hereby declares ownership of the Sound Recording copyrights.
(This is to be  distinguished  from the  copyrights  in the  underlying  musical
compositions recorded by the Artist.)

         14.  From  time to time at  Company's  request,  and at a time  that is
mutually acceptable by both Parties,  and involving things considered  wholesome
and reasonable, Company shall cause Artist to:

         A) Appear for photography, artwork and similar reasons.

         B)  Appear  for  interviews  with   representatives   from  newspapers,
magazines, radio stations, etc.


<PAGE>

         C) Confer and consult  with  Company  regarding  Artist's  performances
hereunder and other matters  which may concern the parties  hereto.  Artist will
also  be  available  for  personal  appearances  on  radio  and  television  and
elsewhere,  and to record interviews,  spot announcements and trailers,  all for
the purpose of advertising,  promoting, publicizing and exploiting compact discs
hereunder  and for other  general  public  relations  and  promotional  purposes
related to the  record  business  of  Company,  or its  subsidiary  and  related
companies.

         D) Artist  shall not be entitled to any  compensation  from Company for
such  services,   other  than  reasonable  and  fair  travel  and  accommodation
reimbursement.  These  expenses  must  be  approved  by  Company  prior  to  the
promotional appearance.

         15. If Artist's  ability to perform as vocalists or musicians should be
materially  impaired,  or if Company or Artist should fail, refuse or neglect to
comply with any of their respective obligations hereunder, then, and in addition
to any other  rights or remedies  which  Company may have,  Company may elect to
terminate  this  Agreement by notice in writing and shall thereby be relieved of
any liability.

         16. No  termination  of this  Agreement  (whether by Artist or Company)
shall in any way limit or curtail any of Company's  rights,  title,  interest or
privileges to or in connection with any of the results and proceeds of Company's
and - or Artist's  endeavors under this Agreement or any rights or privileges of
Company which continue after the term of this Agreement.

         17. If any member of Artist refuses,  neglects or fails to perform with
the other  member(s) of Artist  hereunder,  Company may, by notice in writing to
Artist,  terminate the term of this Agreement or the engagement of the member(s)
of Artist who so refuses,  neglects or fails to perform. The member(s) of Artist
whose engagement is terminated shall not use the Artist's  professional  name in
any commercial,  musical or artistic endeavor.  Artist's professional name shall
be and remain the property of the  member(s) of Artist whose  engagement  is not
terminated.  Any  person(s)engaged  to replace  the  member(s)  of Artist  whose
engagement is terminated must be mutually agreed upon by Company and Artist.  If
such agreement cannot be reached,  Company may thereafter  terminate the term of
this Agreement by notice in writing via U.S. Mail.

         18. If any member  ceases to be a member of Artist  ("Leaving  Member")
then in addition to all of its other rights and remedies, Company may, by notice
in writing to "Leaving  Member" elect to require the "Leaving  Member" to record
for Company  individually  upon the same terms and  conditions set forth in this
Agreement,  including without limitation the remaining minimum number of compact
discs to be recorded. (# 18, if Applicable.)


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         19. In this  Agreement,  Artist  acknowledges  and agrees that Artist's
services in the music industry are of a special, unique, unusual,  extraordinary
and intellectual  character which gives them a peculiar value, the loss of which
cannot be reasonably or  adequately  compensated  for in damages in an action at
law and that a breach of Artist's  obligations  under this  Agreement will cause
irreparable  injury and damage to Company,  entitling  Company to injunctive and
other equitable relief.

         20.  Artist  agrees to  indemnify  Company  against,  and hold  Company
harmless  from,  any and all  claims,  liabilities,  causes of action,  damages,
expenses,  costs of defenses  (including  reasonable  attorney's  fees and court
costs,  that occur  beyond the scope of their work  relating to Company.  Artist
agrees that Company may withhold money otherwise due Artist hereunder in amounts
reasonably related to such claim(s) until such time as such claim(s) are reduced
to a final judgment by a court of competent jurisdiction or are settled.

         21. The relationship  between Company and Artist hereunder shall at all
times be that of  independent  contractor;  and nothing  contained  herein shall
render or  constitute  the parties joint  venturers,  partners or agents of each
other. Neither party shall have the right to execute any contract,  or incur any
obligation for which the other may be liable,  or otherwise bind the other;  and
neither  party  shall be liable for any  representation,  act or omission of the
other. This Agreement is made for the sole benefit and protection of the parties
hereto and not for the benefit of any third party. No person not a party to this
Agreement shall have any right of action hereunder.

         22.  The  terms  set  forth in this  Agreement  constitute  the  entire
Agreement between Company and Artist.  All prior negotiations and understandings
being merged herein.  Company  represents that no person acting or purporting to
act on behalf of Company  has made any  promises or  representations  upon which
Artist has relied,  except those expressly found herein. This Agreement may only
be altered by a written instrument executed by both Company and Artist.

         23. No failure by Company to perform  any of its  material  obligations
under this Agreement  shall be deemed a material  breach of this Agreement until
Artist has given Company  written  notice of such breach and such breach has not
been corrected  within sixty (60) days after the giving of such notice.  Company
may assign this  Agreement  or any part hereof,  or any rights  hereunder to any
person or company.  Artist may not assign this Agreement or any rights hereunder
to any person without the prior written consent of Company.

         24.  This  Agreement  will become  binding  upon both  parties  only if
Bodyguard  Records.com secures the Investment funds necessary to fully implement
its Business  Plan and  Marketing  Campaigns by September 1, 2000. If Investment
funds are not  secured by  Bodyguard  Records.com  by said date,  Artist will no
longer be bound under this Agreement. At Artist's discretion,  a three (3) month
extension  of this  contingency  clause may be agreed to in writing  and must be
signed by both parties.  If Artist elects to terminate this Agreement on June 1,
2000,  (if the funding was not secured by then,) then any Master tapes  recorded
while  under  contract  with  Company  will  remain the  property  of  Bodyguard
Records.com.  Artist will have the option of  purchasing  said Master tapes from
Company for Ten-Thousand dollars U.S. ($10,000).


<PAGE>

         25. Once the  contingency  set forth in paragraph 24 is removed  (i.e.,
Investment  funds  necessary to fully  implement its Business Plan and Marketing
Campaigns are secured) Artist will be notified in writing. The parties will sign
an  acknowledgment   attached  hereto  as  Exhibit  "A"  representing  that  the
contingency  has been removed.  Said document will then  eliminate the potential
Escape Clause granted in paragraph 24 of this Agreement.

         26. If Artist does not sell ten-thousand  (10,000) compact discs within
six (6) months from the date said compact disc is commercially released, Company
has the option to release Artist from this Agreement, and "drop" Artist from the
Company roster.  Company also has the option to continue marketing and promoting
the Artist for a longer period if Company so desires.

         27.  This  Agreement  shall be deemed to have been made in the State of
New Jersey and its validity,  construction,  breach,  performance  and operation
shall be governed by the laws of the State of New Jersey applicable to contracts
made  and to be  performed  in the  State of New  Jersey.  Should  either  Party
institute  legal suit or action for  enforcement of any obligation  contained in
the  Agreement,  it is agreed that the Venue of such suit or action  shall be in
the County of Monmouth, State of New Jersey.

         28.  Company  and Artist  hereby  accept and agree to the terms of this
Agreement,  and acknowledge  receipt of this Agreement.  Both parties understand
and agree that facsimile (fax) signatures shall constitute  original  signatures
for all purposes relating to this Agreement.


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         WHEREFORE the parties have  executed  this  Agreement as of the day and
year first above written.



ACCEPTED AND AGREED TO:
Please sign and date below:





__________________________
For The Company





___________________________
Artist

___________________________
Artist

___________________________
Artist

___________________________
Artist