ARTIST  RECORDING  AGREEMENT


    AGREEMENT  made  this  1st  day  of  February,   2000,   between   Bodyguard
Records.com,  Inc.  (herein called  "Company") and Summer Snowmen (herein called
"Artist")  individually known as Anthony Parsons, Jeff Mason, Jeremy "Jiggy Ray"
Vanorsdale  and  Rumon  Rubiro,  for  the  tendering  of  personal  services  in
connection with the production of Commercial Sound Recordings.

    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 four
(4) options to release additional records 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 October 1, 2000.
If said  initial  compact  disc is not  manufactured  and released by October 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.


<PAGE>

    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 Four Dollars U.S. ($4.00) 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.


<PAGE>

    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 record of all recoupable costs.

    9. Recoupable costs are,  without  limitation,  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.

<PAGE>

    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.

    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.


<PAGE>

    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.

    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.


<PAGE>

    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.)

    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.


<PAGE>

    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 at Company's discretion. Artist's permission to assign this Agreement
to  another  person  or  company  is not  necessary.  However,  for a  potential
assignment of this Agreement to transpire, both John Rollo and Eugene Foley must
support and agree to the tranaction before it may be consummated.

    24-A. 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 October 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.

    24-B. If Artist elects to terminate  this  Agreement on October 1, 2000, (if
the  funding  was not secured by 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).

    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.


<PAGE>

    26. Key Man Clause:  If for any reason John Rollo and/or Eugene Foley are no
longer  employed by Bodyguard  Records.com,  Artist may terminate this Agreement
immediately  by  sending a letter  via  Certified  Mail to  Company,  indicating
Artist's intention of terminating this Agreement.  Artist's royalties on current
and/or back catalog  recordings will continue to be paid to Artist  according to
the Terms of this Agreement for sales made after this Agreement is terminated.

    27. 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 to develop,  market and
promote the Artist for longer than six (6) months if Company so desires.

    28.  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.

    29. The  prevailing  Party in any legal suit or action  will be  entitled to
reimbursement of reasonable  attorneys fees and court costs from the other Party
within thirty (30) days of the dispute being settled privately, or resolved in a
Court of competent jurisdiction.

    30.  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.


<PAGE>

    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:





__________________________
Eugene Foley, Chairman/CEO
For The Company





___________________________

___________________________

___________________________

___________________________
Artist

<PAGE>

                           ARTIST RECORDING AGREEMENT

    AGREEMENT made this 4th day of February, 1999, between Bodyguard Records.com
(herein called  "Company") and Summer Snowmen  (herein called  "Artist") for the
tendering of personal  services in connection  with the production of Commercial
Sound Records.  (Individually  named Anthony  Parsons,  Jeremy "Jiggy" Ray, Jeff
Mason & Rumon Rubiro.)

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.

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 four (4)
additional  options  to  release a second,  third,  fourth  and fifth  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.

3. 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

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.



4A. The Company will pay you 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.  This royalty  shall  increase to Two Dollars U.S.
($2.00) for each  compact  disc sold over  100,000  units,  beginning  with unit
100,001 and higher.  For each record that Artist sells  directly to consumers at
live performances, Artist will receive Two Dollars U.S. ($2.00)


<PAGE>

4B. 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 of  Artist,  Artist  will be paid a royalty  of Three  Dollars U. S.
($3.00) for each VHS video tape  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 you for records  subsequently
returned,  either  as  promotional,  defective  or on an  exchange  proposition.
Furthermore,  royalties  will not be paid to Artist  until the  Company has been
recouped.  In this  Agreement,  "recoup"  will be defined as "paid  back," costs
defined as "recoupable" in Paragraph 9 of this Agreement.

9. Recoupable costs include,  without limitation,  recording studio time & tape,
compact disc manufacturing, CD graphic design, photography,  advances, salary or
financial  compensation  of any kind;  as well as food,  fuel and  accommodation
expenses during  touring,  and 50% of the cost of a promotional  video.  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.


<PAGE>

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,  exclusive and perpetual owner
of all masters from  inception,  which  ownership  entitles  Company among other
things to:

A) The exclusive and  perpetual  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  and  perpetual  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.

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.


<PAGE>

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  percent (50%) of all net receipts
received by Company in respect of any such merchandise  uses. (Such as T-Shirts,
tour books, posters,  caps, key chains, 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, venders 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, 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.

C) And to 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.

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.


<PAGE>

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 the "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.

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.) Artist agrees
that  Company may  withhold  money  otherwise  due Artist  hereunder  in amounts
reasonably  related to such claim(s) until such time as such claims) 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.


<PAGE>

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  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.


<PAGE>

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



ACCEPTED AND AGREED TO:



ARTIST & DATE



/s/      Anthony  Parsons
         ---------------------------
         Anthony  Parsons



/s/      Jeremy "Jiggy" Ray
         ---------------------------
         Jeremy "Jiggy" Ray



/s/      Jeff Mason
         ---------------------------
         Jeff Mason



/s/      Rumon Rubiro
         ---------------------------
         Rumon Rubiro





COMPANY & DATE

(For the Corporation)