EXECUTIVE EMPLOYMENT AGREEMENT


This Executive  Employment  Agreement  ("Agreement")  is made and effective this
December 1st 1999, by and between Bodyguard  Records.com,  Inc.  ("Company") and
Eugene Foley ("Executive").

NOW, THEREFORE, the parties hereto agree as follows:



1.   Employment.
Company  hereby  agrees to initially  employ  Executive  as its Chief  Executive
Officer and Executive  hereby  accepts such  employment  in accordance  with the
terms of this  Agreement  and the  terms of  employment  applicable  to  regular
employees  of Company.  In the event of any  conflict or  ambiguity  between the
terms of this Agreement and terms of employment applicable to regular employees,
the terms of this Agreement shall control.

2.   Duties of Executive.
The duties of  Executive  shall  include  the  performance  of all of the duties
typical  of the  office  held by  Executive  as  described  in the bylaws of the
Company.  Executive  shall  perform  all duties in a  professional,  ethical and
businesslike manner.

3.   Compensation.
Executive will be paid compensation during this Agreement as follows:

A. A base salary of One Hundred & Fifty  Thousand  Dollars  ($150,000)  per year
with ten  percent  (10%) cost of living  increases  each year  according  to the
following schedule:

December 1999 through December 2000     $150,000
December 2000 through December 2001     $165,000
December 2001 through December 2002     $181,000
December 2002 through December 2003     $199,000
December 2003 through December 2004     $218,000

4.   Benefits.
A. Holidays.  Executive  will be entitled to be off on all Federal  Holidays and
five (5) personal  days.  Personal  days,  if any,  will be scheduled in advance
subject to requirements  of Company.  If said personal days are not taken during
the calendar year, they can be carried forward into the next year.

B. Vacation.  Executive shall be entitled to Twenty (20) paid vacation days each
year.

C. Sick Leave.  Executive  shall be entitled to sick leave and  emergency  leave
according to the regular  policies and  procedures of Company.  Additional  sick
leave or emergency  leave over and above paid leave provided by the Company,  if
any, shall be unpaid.


                                      -1-


<PAGE>

D. Medical,  Health & Dental Insurance.  Company agrees to include Executive and
his immediate  family (ie:  spouse & children) in the group medical,  dental and
hospital plan of Company,  and provide group life  insurance for Executive at no
charge to Executive.

E. Expense  Reimbursement.  Executive shall be entitled to reimbursement for all
reasonable expenses,  including travel and entertainment,  incurred by Executive
in the performance of Executive's  duties.  Executive will maintain  records and
written  receipts as required by the Company policy and reasonably  requested by
the board of directors to substantiate such expenses.

5.   Performance Bonus.

Executive shall be entitled to a Bonus payment check in US Dollars within thirty
(30) days from the date any of the recording  artists reach certain compact disc
sales levels according to the following schedule:

100,000 compact discs sold    Executive receives a $10,000 Bonus
250,000 compact discs sold    Executive receives a $25,000 Bonus
500,000 compact discs sold    Executive receives a $50,000 Bonus
1,000,000 compact discs sold  Executive receives a $100,000 Bonus

(For example,  if one of the recording  artists sells 3,000,  000 compact discs,
Executive will receive a $300,000 bonus.)

6.   Stock Options.
Executive  has the option to purchase up  to100,000  shares of Common Stock at a
price which is to be determined by the Board of Directors at a later date.



7.   Non-Compete and Non-Disclosure Provision.
For a period  of three (3)  years  after  Executive  ceases  to be  employed  by
Company,  Executive grants Company a covenant not to engage,  either directly or
indirectly, in competition with, or to solicit any customer,  client, or account
of Company.

Executive shall not disclose to anyone  Confidential  Information  regarding the
Company.  Confidential  Information shall include any of Company's confidential,
proprietary or trade secret information that is disclosed to Executive including
business plans, customer lists, financial statements and product information.

Confidential  Information  shall not include any  information  which;  (i) is or
becomes publicly  available through no act of the Executive;  (ii) is rightfully
received by  Executive  from a third  party  without  restrictions;  or (iii) is
independently developed or brought to the Company by Executive.


                                      -2-


<PAGE>

8.   Term and Termination.
A. The Initial Term of this Agreement  shall commence on December 1, 1999 and it
shall  continue  in  effect  for a period of three (3)  years.  Thereafter,  the
Agreement shall be renewed upon the mutual agreement of Executive and Company.

B. This  Agreement may be terminated by Executive at  Executive's  discretion by
providing  at least  thirty (30) days prior  written  notice to Company.  In the
event of  termination  by  Executive  pursuant to this  subsection,  Company may
immediately  relieve  Executive  of all duties and  immediately  terminate  this
Agreement, provided that Company shall pay Executive at the then applicable base
salary rate to the termination date included in Executive's original termination
notice.

C. In the event Company is acquired,  or is the non-surviving party in a merger,
or sells all or  substantially  all of its assets,  this Agreement  shall not be
terminated  and  Company  agrees  to use its best  efforts  to  ensure  that the
transferee or surviving company is bound by the provisions of this Agreement.

9.   Notices.

Any notice  required by this Agreement or given in connection  with it, shall be
in writing and shall be given to the appropriate  party by personal  delivery or
by certified mail, postage prepaid, or recognized overnight delivery services;



If to Company:
Bodyguard Records.com
138 Fulton Street
New York, NY 10038


If to Executive:
Eugene Foley
138 Fulton Street
New York, NY 10038

10.  Prior Business Activities.
Executive is, or may become, in his individual capacity,  an officer,  director,
controlling  shareholder  or partner in other  entities  engaged in a variety of
businesses.  The Executive may continue any business activity in which Executive
was engaged prior to joining this Company.

11.  Final Agreement.
This Agreement  terminates and supersedes all prior understandings or agreements
on the subject matter  hereof.  This Agreement may be modified only by a further
writing that is duly executed by both parties.


                                      -3-


<PAGE>

12.  Governing Law.
This  Agreement  shall be construed and enforced in accordance  with the laws of
the state of New Jersey.

13.  Headings.
Headings used in this Agreement are provided for convenience  only and shall not
be used to construe meaning or intent.



14.  No Assignment.
Neither this  Agreement nor any or interest in this Agreement may be assigned by
Executive  without the prior express written  approval of Company,  which may be
withheld by Company at Company's absolute discretion.

15.  Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be
invalid or  unenforceable,  then this Agreement,  including all of the remaining
terms,  will remain in full force and effect as if such invalid or unenforceable
term had never been included.

16.  Arbitration.
The parties agree that they will use their best efforts to amicably  resolve any
dispute arising out of or relating to this Agreement. Any controversy,  claim or
dispute that cannot be so resolved shall be settled by final binding arbitration
in  accordance  with  the  rules of the  American  Arbitration  Association  and
judgment upon the award rendered by the arbitrator or arbitrators may be entered
in any  court  having  jurisdiction  thereof.  Any  such  arbitration  shall  be
conducted in New Jersey,  or such other place as may be mutually  agreed upon by
the parties. Within fifteen (15) days after the commencement of the arbitration,
each party shall select one person to act as arbitrator, and the two arbitrators
so  selected  shall  select a third  arbitrator  within  ten (10)  days of their
appointment. Each party shall bear its own costs and expenses and an equal share
of the arbitrator's expenses and administrative fees of arbitration.



IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date first above written.





/s/ Name                   /s/ Eugene Foley
--------                   ----------------
Company                    Executive