LOAN AGREEMENT  (the  "Agreement")  made this 3rd day of July,  2001 by and
between Bodyguard Records.com, Inc., a privately owned Delaware corporation with
principal  offices  at  138  Fulton  Street,  New  York,  New  York  10038  (the
"Borrower") and James T. Patten, with an office at P.O. Box 682,  Bernardsville,
NJ  07924  (the  "Lender").   The  Lender  and/or  the  Borrower  are  sometimes
hereinafter  individually  referred  to as a  "Party"  or  collectively  as  the
"Parties".

                              W I T N E S S E T H:

     WHEREAS, the Borrower desires to borrow the sum of $25,000 from the Lender;
and

     WHEREAS, the Lender is willing to lend $25,000 to the Borrower on the terms
and subject to the conditions hereinafter set forth.

     NOW,  THEREFORE,  in  consideration  of  the  representations,  warranties,
covenants and agreements herein contained,  the receipt and adequacy of which is
hereby acknowledged and accepted, the Parties hereby agree as follows:

     1. TERMS OF THE LOAN.

         1.1 THE LOAN.  The Lender  hereby  covenants  and agrees to lend to the
Borrower and the Borrower  hereby accepts from the Lender the sum of Twenty Five
Thousand  ($25,000) Dollars (the "Loan").  The full principal amount of the Loan
shall be due and  payable at the offices of the Holder on the  thirteenth  month
anniversary of the execution of this Agreement (the "Due Date").  The Loan shall
be evidenced by a Promissory Note bearing interest at the rate of 11% per annum,
in the form annexed  hereto as Exhibit "A" (hereby  incorporated  by  reference)
duly executed by the Borrower,  and delivered to the Lender  simultaneously with
the execution of this Agreement (the "Note").

         1.2  CLOSING.  The  closing  of the  transaction  memorialized  by this
Agreement  shall take place  simultaneously  with the  execution and delivery of
this Agreement and the Note, and the Lender's  delivery of the Loan proceeds via
Federal wire transfer or such other manner as shall be mutually agreed upon (the
"Closing").

         1.3 TRANSFER OF THE NOTE. The Note may not be sold,  assigned,  pledged
or hypothecated by the Lender without the prior written consent of the Borrower,
which consent shall not be unreasonably withheld.

         1.4 PREPAYMENT. The Borrower shall have the right to prepay the Loan at
any time without penalty.

     2. REPRESENTATIONS AND WARRANTIES OF THE BORROWER.

         The Borrower hereby represent and warrant to the Lender as follows:

         2.1 VALID  EXISTENCE.  The Borrower is a  corporation  duly  organized,
validly existing under the laws of the State of Delaware;


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         2.2  AUTHORITY.  All  corporate  action  required  to be  taken  by the
Borrower to  authorize  and execute this  Agreement  has been taken prior to the
delivery hereof.  When executed and delivered to the Lender, this Agreement will
be a binding  obligation  of the Borrower  enforceable  in  accordance  with its
terms; and

         2.3 NO BROKERS.  Neither the  Borrower  nor any of its  affiliates  has
engaged,  consented to or authorized any broker,  finder,  investment  banker or
other third party to act on his behalf,  directly or  indirectly,  in connection
with the transactions contemplated by this Agreement; and hereby indemnifies and
holds the Lender  harmless  against any  lability  arising out of a claim by any
individual, firm or entity as a finder.

     3. REPRESENTATIONS AND WARRANTIES OF THE LENDER

         The Lender hereby represents and warrants as follows:

         3.1 NO BREACH.  The Lender  has the full power and  authority  to enter
into this Agreement and to carry out the transaction  contemplated  hereby. This
Agreement will be a binding  obligation of the Lender  enforceable in accordance
with its terms;

         3.2 ACCESS TO  RECORDS.  Lender  and/or his  representatives  have been
offered the opportunity by the Borrower to examine and make copies of such books
and records of the  Borrower  and to ask such  questions  of the Borrower as the
Lender deems necessary to satisfy any due diligence  obligations with respect to
the Agreement or the Note; and

         3.3 NO  BROKERS.  Neither  the  Lender  nor any of his  affiliates  has
engaged,  consented to or authorized any broker,  finder,  investment  banker or
other third party to act on his behalf,  directly or  indirectly,  in connection
with the transactions contemplated by this Agreement; and hereby indemnifies and
holds the Borrower  harmless  against any lability arising out of a claim by any
individual, firm or entity as a finder.

     4. DEFAULT: RIGHTS AND REMEDIES ON DEFAULT

         4.1 DEFAULT.  The occurrence of any one or more of the following events
shall constitute a Default;

         (a) The Borrower's failure to repay the Loan as provided herein; or

         (b) A petition  in  bankruptcy  is filed  against  the  Borrower or any
guarantor of its liabilities;  the Borrower or any guarantor makes an authorized
assignment for the benefit of its creditors; or a receiver,  receiver-manager or
trustee for the Borrower is appointed; or

         (c) A notice  of lien,  levy or  assessment  is  filed of  record  with
respect to all or any substantial portion of the Borrower's assets by the United
States, or by any


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state, county, municipal, provincial, federal or other government agency, or any
taxes or debts owing to any of the foregoing  become a lien or encumbrance  upon
the Borrower's assets and such lien or encumbrance is not released within thirty
(30) days after its creation; or

         (d) Judgement is rendered against the Borrower on an uninsured claim of
$100,000 or more and the Borrower  fails to commence an appeal of such judgement
within the applicable appeal period; or

         (e) A  material  breach of any of the  representations  and  warranties
contained in this Agreement.

     5. CONDITIONS TO CLOSING

         5.1 CONDITIONS TO THE OBLIGATIONS OF THE LENDER . The obligation of the
Lender to make the Loan shall be subject to the  satisfaction  of the  following
condition  which the  Borrower  hereby  covenants  to perform on or prior to the
Closing:

         (a) The  execution  and delivery to the Lender of the Agreement and the
Note; and

         5.2 CONDITIONS TO THE  OBLIGATIONS  OF THE BORROWER.  The obligation of
the  Borrower to execute and perform  this  Agreement,  to issue and deliver the
Note to the Lender at the Closing  shall be subject to the  satisfaction  of the
following condition:

         (a) The  receipt of Loan  proceeds of $25,000  payable by Federal  wire
transfer, certified, cashier's or bank check to the order of the Borrower.

     6. TERMINATION

         6.1 TERMINATION. This Agreement may be terminated:

         (a) At any time prior to the Closing by mutual  agreement in writing of
the Borrower and the Lender; and/or

         (b) At any time after July 31, 2001, by either Party if the Closing has
not previously taken place; or

         (c) Upon the  Default of either  Party,  the  non-defaulting  Party may
terminate this Agreement.

         6.2  EFFECT OF  TERMINATION.  In the event of the  termination  of this
Agreement  pursuant to Section 6.1, this Agreement shall thereafter  become void
and have no effect,  and no Party shall have any liability to the other Party in
respect  thereof,  except  that  nothing  herein  will  relieve  any Party  from
liability for any breach of any of its representations, warranties, covenants or
agreements contained in this Agreement prior to such termination.



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<PAGE>


7.       MISCELLANEOUS

         7.1 EXPENSES. Regardless of whether or not the transaction contemplated
herein is consummated,  each Party shall promptly pay and be responsible for all
costs and expenses  incurred by them in connection  with this  Agreement and the
transaction contemplated hereby.

         7.2  AMENDMENT.  This  Agreement  may  not  be  amended  except  by  an
instrument in writing signed on behalf of each of the Parties hereto.

         7.3 WAIVER. At any time prior to the Closing,  the Parties hereto,  may
mutually:  (i) extend the time for the performance of any Party;  (ii) waive any
inaccuracies in the  representations  and warranties  contained herein or in any
document  delivered  pursuant hereto; and (iii) waive compliance with any of the
agreements  or  conditions  contained  herein.  Any  agreement  providing for an
extension  or waiver  shall be valid if set forth in an  instrument  in  writing
signed  by the  Parties.  The  failure  of  any  Party  to  insist  upon  strict
performance of any of the provisions of this Agreement shall not be construed as
a waiver of any  subsequent  default of the same or similar  nature or of any of
provision, term, condition, warranty or representation contained herein.

         7.4 BINDING  EFFECT.  All of the terms and  provisions of the Agreement
shall be  binding  upon and inure to the  benefit of and be  enforceable  by and
against  the  respective  heirs,  representatives,   executors,  administrators,
successors and assigns of the Parties.

         7.5  ENTIRE  AGREEMENT.   Each  of  the  Parties  covenants  that  this
Agreement,  including the attached  Exhibit "A", is intended to and does contain
and embody herein all of the  understandings  and  agreements,  both written and
oral, of the Parties.

         7.6 GOVERNING LAW. This Agreement  shall be governed by and interpreted
under and construed in all respects in accordance  with the laws of the State of
New York irrespective of the place of domicile or residence of any Party.

         7.7  ARBITRATION.  The Parties agree that in the event of a controversy
arising out of the  interpretation,  construction,  performance or breach of the
Agreement, any and all claims arising out of or relating to this Agreement shall
be settled by arbitration  according to the Commercial  Arbitration Rules of the
American Arbitration Association located in the City of New York before a single
arbitrator.  The decision of the arbitrator  will be enforceable in any court of
competent jurisdiction. The Parties agree and consent that service of process in
any such arbitration proceeding outside the City of New York shall be tantamount
to  service  in  person  within  City of New  York  and  shall  confer  personal
jurisdiction on the American Arbitration Association.  In resolving all disputes
between the Parties, the arbitrator will apply the law of the State of New York.
The  arbitrator  is, by this  Agreement,  directed  to conduct  the  arbitration
hearing no later than three (3) months from


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the service of the  statement  of claim and demand for  arbitration  unless good
cause is shown establishing that the hearing cannot fairly and practically be so
convened.   The  arbitrators  will  resolve  any  discovery   disputes  by  such
pre-hearing  conferences as may be needed.  All Parties hereby agree and consent
that the arbitrator  and any counsel of record to the  proceeding  will have the
power of subpoena process as provided by law.  Notwithstanding the foregoing, if
a dispute  arises out of or related to this  Agreement,  or the breach  thereof,
before  resorting to arbitration the Parties agree first to try in good faith to
settle the dispute by  mediation  under the  Commercial  Mediation  Rules of the
American Arbitration Association.

         7.8 ORIGINALS.  This Agreement may be executed in counterparts  each of
which so executed  shall be deemed an original and  constitute  one and the same
agreement.

         7.9  ADDRESSES OF THE  PARTIES.  Each Party shall at all times keep the
other  Party  informed  of its  residence  or  principal  place of  business  if
different from that stated herein,  and promptly notify the other of any change,
giving the address for that Party.

         7.10. NOTICES.  Unless otherwise specifically provided for elsewhere in
this  Agreement,  any  notices  and other  communications  required  to be given
pursuant  to this  Agreement  shall be in writing  and shall be  effective  when
delivered by hand or upon receipt if sent by mail (registered or certified mail,
postage  prepared,  return  receipt  requested)  or overnight  package  delivery
service or upon  transmission  if sent by telex or facsimile  (with  request for
confirmation  of  receipt  in a  manner  customary  for  communications  of such
respective type),  except that if notice is received by telex or facsimile after
5:00 P.M.  local time on a  business  day at the place of  receipt,  it shall be
effective as of the following business day.

         IN WITNESS WHEREOF,  each of the Parties has executed this Agreement on
the date first written above.

Bodyguard Records.com, Inc.


By: ______________________
       John Rollo, President


-----------------------
      James T. Patten


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                                   EXHIBIT "A"

                                 PROMISSORY NOTE

$25,000                                                            July 3, 2001

FOR VALUE  RECEIVED,  Bodyguard  Records.com,  Inc., a privately  owned Delaware
corporation  with  principal  offices at 138 Fulton  Street,  New York, New York
10038  (hereinafter  referred to as the "Maker") promises to pay to the order of
James  T.  Patten,  with an  office  at P.O.  Box 682,  Bernardsville,  NJ 07924
(hereinafter referred to as the "Holder"), in lawful money of the United States,
the  principal  sum of Twenty Five  Thousand and 00/100  ($25,000)  Dollars with
interest at the rate of eleven  (11%)  percent per annum and payable in one lump
sum on the Due Date (as that term is  hereinafter  defined).  The full principal
amount of this note (the "Note")  together with any and all accrued interest due
hereunder  shall  be due  and  payable  at the  offices  of  the  Holder  on the
thirteenth month anniversary of the execution of this Note (the "Due Date").

     1. EVENTS OF DEFAULT. If one or more of the following events shall occur:

         (a) The Maker shall fail to pay the  principal  and  interest due under
this Note and such  failure to pay shall  continue for a period of ten (10) days
after notice of such failure has been received by Maker from Holder;

         (b) The  making of a general  assignment  by Maker for the  benefit  of
creditors;

         (c) The filing of any petition or the commencement of any proceeding by
or against the Maker for any relief under any bankruptcy,  or insolvency laws or
any laws  related  to the  relief  of  debtors,  readjustment  of  indebtedness,
reorganizations, compositions or extensions;

         (d) The  appointment  of a receiver  of or the  issuance of making of a
writ or order of attachment or garnishment  against,  a majority of the property
or assets of the Maker; or

         (e) A judgment is rendered  against the Maker on an uninsured  claim of
$100,000  or more and the Maker  fails to  commence  an appeal of such  judgment
within the applicable appeal period;

then and in such event (an "Event of Default"), Maker will be deemed to have
defaulted under this Note and Holder may, on written notice, accelerate all
payments due under this Note.

         2. WAIVER OF  PRESENTMENT,  ETC.  Maker hereby waives  presentment  for
payment,  demand,  notice of  non-payment  and  dishonor,  protest and notice of
protest and


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waives trial by jury in any action or proceeding arising on, out of, under or by
reason of this Note. The rights and remedies of Holder shall be deemed
cumulative and the exercise of any right or remedy shall not be regarded as
barring any other remedy or remedies. The institution of any action or recovery
any portion of the indebtedness evidenced by this Note shall not be deemed a
waiver of any other right of Holder.

         3. NOTICES.  Any notice  required or contemplated by this Note shall be
deemed  sufficiently  given when  delivered in person or sent by  registered  or
certified mail or priority  overnight  package delivery service to the principal
office of the party  entitled to notice or at such other address as the same may
designate in a notice for that purpose. All notices shall be deemed to have been
made upon  receipt,  in the case of mail or  personal  delivery,  or on the next
business day, in the case of priority overnight package delivery service.

         4. NON-ASSIGNABILITY.  This Note may not be sold, assigned,  pledged or
hypothecated  by the Holder  without  the  written  consent of the Maker,  which
consent shall not be unreasonably withheld.

         5.  HEADINGS.  The headings in this Note are solely for  convenience of
reference and shall not affect its interpretation.

         6. LAWS OF THE STATE OF NEW YORK. This Note shall be deemed to be made,
executed and delivered in,  governed by and  interpreted  under and construed in
all respects in accordance with the laws of the State of New York,  irrespective
of the place of domicile or residence  of the Maker or the Holder.  In the event
of controversy arising out of the interpretation,  construction,  performance or
breach of this Note,  the Maker and the Holder hereby agree and consent that the
same  shall be settled by  arbitration  in  accordance  with the  provisions  of
Section 7.7 of the written  loan  agreement  of even date  herewith  between the
Maker and the Holder to which this Note is attached as an exhibit.

Bodyguard Records.com, Inc.


By: ______________________
       John Rollo, President



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