Bodyguard Records.com, Inc.
--------------------------------------------------------------------------------

                                                             138 Fulton Street
                                                             New York, NY 10038
                                                             (212) 751-2179
June 7, 2000

Mr. John Rollo
5 Glenfield Road
Glenridge, NJ 07028

Mr. Eugene Foley
6 Ashleigh Drive
Hazlet, NJ 07730

Re: Amendment to Employment Agreements

Gentlemen:

         This will serve to confirm  our prior  conversations  and  negotiations
concerning  the  parameters  of an  amendment  to the two  identical  employment
agreements  dated  December 1, 1999 between each of you (the  "Agreements")  and
Bodyguard  Records.com,  Inc., a Delaware  corporation (the "Company").  In this
regard, and in consideration of the mutual benefit derived herefrom, the receipt
and adequacy of which is hereby jointly and severally acknowledged and accepted,
we hereby agree as follows:

    1. Amendment. Paragraph 3 of the Agreements is hereby amended to read in its
entirety as follows:

               "3.  Compensation.  The Company  hereby agrees to compensate  the
          Executive and the Executive  hereby accepts for the performance of the
          services by the Executive and duties required by him under Paragraph 2
          hereof and his other obligations hereunder as follows:

                    A. Salary.  The Company shall pay to the Executive an annual
               salary  of  $75,000  during  the  first  year of the term of this
               Agreement.  During  the second and third  year,  the  Executive's
               salary shall  increase the larger of: (a) 6% per year;  or (b) by
               an amount each year equal to the year-to-year  percentage  change
               in the Consumer Price Index ("CPI"). Such salary shall be payable
               in accordance with the regular payroll practices of the Company.

                    B. Additional Compensation. As additional compensation,  and
               subject to the terms and conditions  hereinafter  set forth,  the
               Company  hereby  agrees to pay to the  Executive the Benefits set
               forth in  Paragraph  4 and the  Performance  Bonus  set  forth in
               Paragraph 5 of this Agreement."

    2. Confirmation of Agreements. Except as herein modified, the parties hereby
reconfirm the validity and enforceability of the Agreements.


<PAGE>


Mr. John Rollo
Mr. Eugene Foley
June 7, 2000
page 2.


         If the foregoing  correctly sets forth our agreement and understanding,
please  indicate  your  acceptance  by signing the enclosed  copy of this letter
agreement in the space marked  "Agreed to and Accepted" and returning the signed
document to me via facsimile.

Very truly yours

Bodyguard Records.com, Inc.


By:  /s/ John Rollo
     ----------------------
     John Rollo
     John Rollo, President


By:  /s/ Eugene Foley
     ----------------------
      Eugene Foley, Chief
      Executive Officer

AGREED TO AND ACCEPTED:

/s/ John Rollo
--------------------------
               John Rollo

/s/ Eugene Foley
--------------------------
             Eugene Foley



/s/ Eugene Foley
----------------------
Gene Foley


/s/ John Rollo
----------------------
John Rollo


/s/ Kenneth Pollendine
----------------------
Kenneth Pollendine




<PAGE>