BODYGUARD RECORDS.COM, INC.
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                                                               138 Fulton Street
                                                              New York, NY 10038
                                                                  (212) 751-2179
June 1, 2000

Mr. John Rollo
5 Glenfield Road
Glenridge, NJ 07028

Mr. Eugene Foley
6 Ashleigh Drive
Hazlet, NJ 07730

Re: Amendment No. 2 to Employment Agreements

Gentlemen:

         This will serve to confirm our prior conversations and negotiations
concerning the parameters of a second and final 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.       AMENDMENTS.

               A. 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. Starting on the Commencement Date, 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; and

                         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."


<PAGE>


Mr. John Rollo
Mr. Eugene Foley
June 1, 2000

Page 2
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               B. Paragraph 8A of the Agreements is hereby amended to read in
          its entirety as follows:

                    "8. TERM AND TERMINATION. --------------------

                         A). The initial term of this Agreement shall commence
                    on the closing date of the Company's initial public offering
                    pursuant to SB-2 Registration Statement No. 333-40444, (the
                    "Commencement Date") and shall continue thereafter for a
                    period of three years. Thereafter, this Agreement shall be
                    renewed upon the mutual consent of the Company and the
                    Executive. Prior to the Commencement Date of this Agreement,
                    no accruals of salary or other compensation hereunder shall
                    be made by the Company."

     3. CONFIRMATION OF AGREEMENTS. Except as herein modified, the parties
hereby reconfirm the validity and enforceability of the Agreements.

         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: _____________________
      John Rollo, President

By: _____________________
      Eugene Foley, Chief
      Executive Officer

AGREED TO AND ACCEPTED:

--------------------------
John Rollo

--------------------------
Eugene Foley