LICENSE  AGREEMENT made this 21st day of February,  2001 by and between
Bodyguard Records.com, Inc., a Delaware corporation with an office at 138 Fulton
Street,  New York, NY 10038. USA (hereinafter  called  "Bodyguard") and Atlantic
International  Capital Holdings,  a Bermuda  corporation with an office at P. O.
Box HM1564, Hamilton,  HMFX, Bermuda (hereinafter called "AICH").  Bodyguard and
AICH  are  sometimes  hereinafter  individually  referred  to as a  "Party"  and
collectively as the "Parties".

         WHEREAS, AICH owns or controls: (i) all rights in and to the multitrack
tape or  two-track  stereo  master tape either  mixed from or recorded  from the
original   multitrack  tape  comprising  the  master  recordings  of  the  music
comprising the first commercial sound recording (the "Master Recording") by Matt
Chase, formerly known as Matt Cheplic,  Daphne Hero and Jake Thomas (hereinafter
collectively  called the "Artists");  and (ii) all right,  title and interest in
and to the artist recording agreements  underlying and giving rise to the Master
Recordings,  including all options for additional Master Recordings (hereinafter
called the "Artist Agreements"); and

         WHEREAS,   Bodyguard  is  desirous  of  obtaining   the  exclusive  and
transferable right and license to manufacture,  market, promote,  distribute and
sell  the  compact  discs,  cassette  tapes,  records,  and any  other  audio or
sound-carrying  reproductions  now  known or which  may  hereinafter  come  into
existence  embodying the Master  Recordings  (the  "Records")  under any and all
circumstances or through any means  whatsoever  together with any and all rights
owned or acquired  by AICH under and  pursuant  to the  Agreements  (hereinafter
collectively called the "License")  throughout the universe  (hereinafter called
"Licensed Territory" or "Territory"); and

         WHEREAS, AICH is willing to grant the License to Bodyguard on the terms
and subject to the conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the warranties, representations and
covenants  hereinafter  made by the parties  hereto,  Bodyguard  and AICH hereby
agree as follows:

         1. Representations and Warranties of AICH.


         A. AICH hereby  warrants,  represents  and  covenants  that it has full
rights, power and authority to execute,  deliver and perform this agreement (the
"Agreement"),  that AICH has no existing  commitments with respect to the Master
Recordings and/or the License (hereinafter collectively called the "Rights") and
that there exists no adverse  claim in and to the Rights,  and hereby  grants to
Bodyguard the following for the term of the Agreement;

         B. AICH  hereby  warrants  that AICH and the  Artists  covered  by this
Agreement  have 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;


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         C. That no materials submitted by AICH will violate any law, or violate
or  infringe  upon the  rights of any  person,  including,  without  limitation,
contractual rights,  intellectual property rights,  publicity and privacy rights
and the rights against libel, defamation and slander;

         D. That the use of Artists' names, likenesses and biographies shall not
infringe upon the rights of any person or entity;

         E. AICH owns the 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  AICH and the Artists for
advertising and trade purposes in connection  with the sale and  exploitation of
the Master Recordings and compact discs produced from the Master Recordings; and

         F. AICH owns the right to release records  manufactured from the Master
Recordings under the name of Bodyguard  Records.com or any other such trade name
or mark as Bodyguard may elect;

         2. Grant of Rights.

AICH hereby grants the following to Bodyguard:

         A. The Rights for a period of twenty (20) years;

         B. The non-exclusive right to use, or license others to use, the names,
artwork  negatives,  likenesses or biographies of the Artists whose performances
are embodied in the Master Recordings for the purpose of advertising,  promotion
or sale of the Records;

         C. AICH hereby grants to Bodyguard,  its associates,  subsidiaries  and
nominees:  (i) the right to  manufacture,  advertise,  sell,  lease,  license or
otherwise  use or  dispose  of in  any or all  fields  of  use,  throughout  the
Universe,  records embodying the performances addressed hereunder;  and (ii) the
right to use the Artists names and  photographs if desired,  in connection  with
the exploitation of the Records;

         D. The  non-exclusive  right to license others to use Master Recordings
for commercials,  television productions,  music videos, television commercials,
motion  pictures and any other  audio-visual  or multi-media  reproductions  now
known or which may  hereafter  come into  existence  without  the prior  written
consent of AICH;

         E. The  non-exclusive  right to use, or license  others to use,  AICH's
trademarks  and logos  (hereinafter  called  "Marks")  only on the Records or in
connection with the marketing thereof, if Bodyguard chooses to do so;

         F. Bodyguard shall have the unlimited, exclusive rights, throughout the
Territory to publicly perform or to permit the public  performance of the Master
Recording  by  means  of  radio   broadcast,   cable   transmission,   satellite
transmission, television broadcast


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or any other  method now or  hereafter  known,  including,  without  limitation,
digital downloading or streaming media delivery; and

         G. Recoupable expenses, as covered by this Agreement,  will include any
and all of the  following  expenses,  if  provided  by  Bodyguard  to AICH:  (i)
one-hundred percent (100%) of any andf all recording studio time, (which will be
billed at One Hundred and Fifty ($150.00) Dollars per hour for recording, mixing
and remixing time); (ii) mastering  services;  (iii) compact disc manufacturing;
(iv) DVD  manufacturing;  (v)  engineering  fees;  (vi)  graphic  design;  (vii)
photography;   (viii)  publicist  fees;  (ix)  print  advertising;  (x)  session
musicians;  (xi) advances;  (xii) salary or financial  compensation of any kind;
(xiii) food, fuel and accommodation expenses during promotional  appearances and
touring;  and (xiv) fifty (50%) percent of the cost of a any  promotional  video
and cable television commercial, that Bodyguard elects to film.

         3.  Artist  Royalties,  Traditional  Compact  Discs and  Retail  Sales.

         A.  Bodyguard  will be  responsible  for  paying the  Artists'  royalty
according  to the  Artists  Agreements  for the  Rights  granted  herein and the
services to be rendered hereunder by the Artists; and

         B.  Bodyguard  will  pay  AICH  a  royalty  of  ten  percent  (10%)  of
Bodyguard's  gross income for each Record  manufactured and "Sold" featuring the
Artists covered by this Agreement for sales of Record via Retail outlets or sold
via digital distribution throughout the Territory by Bodyguard or its associates
or subsidiaries,  after recoupment, as defined in this Agreement. "Sold" will be
defined as "payment has been received by Bodyguard and  Bodyguard's  account has
been credited."

         4. Free Downloads

Bodyguard  may at some  point,  elect  to  allow  consumers  an  opportunity  to
digitally  download one AICH  approved  song, in part or in whole by the Artists
for free, as part of a promotional  campaign.  No compensation  shall be paid to
AICH or the Artists for any free digital downloads. Digital Phonorecord Delivery
shall be  defined in this  Agreement  as the  transmission  from a web site of a
sound  recording  saved  as  a  computer  file,  using  compression  techniques,
downloaded  from a web site,  directly over the  Internet,  to the computer of a
consumer.

         5. Video Tape and DVD Releases

If Bodyguard should choose to film,  manufacture and commercially  release a VHS
tape, DVD, or other  audio/visual  medium now known or not yet known,  featuring
the  Artists,  AICH will be paid a royalty of ten percent  (10%) of AICH's Gross
Income for each VHS or DVD unit sold, after  recoupment.  Bodyguard will pay the
Artists a royalty for said VHS and/or DVD release  based upon the terms of their
respective Artist Agreements.



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         6. Inclusive Royalties.


The royalties paid to AICH and the Artists after  recoupment  shall be inclusive
of any  mechanical  royalties  and any other  fees to which the  Artists  may be
entitled.  Royalties earned by AICH and the Artists via traditional compact disc
sales,  via Digital  Downloads  and/or from the sale of VHS or DVDs will be "all
in."

         7. No Promotions, Etc.

No royalties will be paid to AICH on records given away for promotional purposes
to fan club contest winners, disc jockeys, magazines, newspapers, radio stations
and television outlets, etc. Furthermore, AICH will not receive royalties on any
records that are returned from a distributor or that are damaged in shipping and
are no longer deemed fit for sale to the public.

         8. Statements of Account.

         A. Bodyguard shall render to AICH an account statement,  reflecting the
items for which  Bodyguard  shall be  accountable to AICH  hereunder,  quarterly
within sixty (60) days after March 31, June 30,  September 30 and December 31 of
each year covering each immediately preceding quarterly period, and shall pay to
AICH all such  amounts  shown to be due  upon the  rendition  of each  quarterly
accounting  statement  in such  currency  and to such bank  account  as AICH may
designate.

         B. It is understood and agreed that all such amounts shown to be due on
each  accounting  statement  represent  only  such  amounts  as shall  have been
received and processed by Bodyguard from its  Distributor(s) by the deadline for
processing each such account.

         9. Sample Copies.

Bodyguard  shall  provide AICH,  free of charge,  with Ten (10) sample copies of
Records released in Licensed Territory as soon as such copies are available.

         10. Duplicates.

Upon  Bodyguard's  request,  AICH  shall  deliver  to  Bodyguard  a copy  of the
requested  Master  Recordings  in duplicate  tape,  digital tape or compact disc
form, as may be selected and ordered by Bodyguard.

           11.       Inspections.

         A. AICH and/or the Artists may inspect,  or appoint its representatives
to inspect,  upon reasonable  notice to Bodyguard,  at the place of business and
during usual business hours of Bodyguard, all books, records and other documents
relating to this  agreement,  to the extent  necessary to verify the accuracy of
the accounting statements and payments hereunder.

         B. Such inspection shall be conducted at AICH's own expense.


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Bodyguard  will present the books and records  which are necessary to verify the
accuracy of the  information in the royalty  statement that AICH is questioning.
Bodyguard  shall have no  obligation to produce said books and records more than
once with respect to each statement  rendered to AICH, nor more than once in any
calendar year.

         12. Rights to Master Recordings.

It is understood and agreed that all tapes,  acetates,  stampers,  or duplicates
thereof, of Master Recordings, and all rights in and to Master Recordings remain
the sole and exclusive property of AICH, subject to the rights herein granted by
AICH to Bodyguard.

         13. Destruction.

Upon the expiration or termination of this  Agreement,  all parts, or duplicates
thereof,  of Master  Recordings shall be, at the option of AICH, either returned
to AICH or destroyed under the supervision of such agent as may be designated by
AICH.  AICH  shall be  responsible  for all costs of  packing  and  shipping  or
destruction thereof.

         14. Legal Actions.

Bodyguard  may institute or defend any action,  suit,  claim or otherwise at its
sole  discretion  and  expense to protect  any right or  interest  in and to the
Master  Recordings.  Any  recovery  which may be obtained by Bodyguard by way of
settlement,  judgment or  otherwise  shall be divided  equally  between AICH and
Bodyguard,  less  all of  Bodyguard's  expenses  thereof,  including  reasonable
attorney fees.

         15. Required Notice.

No failure by Bodyguard to perform any of its  material  obligations  under this
Agreement  shall be deemed a material  breach of this  Agreement  until AICH has
given  Bodyguard  written  notice of such  breach  and such  breach has not been
corrected within sixty (60) days after the giving of such notice.

         16. Amendment.

This  Agreement  may be amended by the Parties  hereto by action  taken by their
respective  Boards of Directors at any time.  This  Agreement may not be amended
except by an  instrument  in  writing  signed  on behalf of each of the  Parties
hereto.

         17. Binding Effect and Assignments.

All of the terms and  provisions  of this  Agreement  shall be binding  upon and
shall inure to the benefit of and be  enforceable  by and against the successors
and assigns of the Parties  hereto.  This  Agreement  may not be assigned by any
Party without the written consent of the other Party.


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         18. Entire Agreement.

Each of the Parties hereby covenants that this Agreement is intended to and does
contain and embody herein all of the understandings and agreements, both written
and oral,  of the  Parties  hereby with  respect to the  subject  matter of this
Agreement, and that there exists no oral agreement or understanding,  express or
implied,  whereby the absolute,  final and unconditional character and nature of
this Agreement shall be in any way invalidated, empowered or affected. There are
no representations, warranties or covenants other than those set forth herein.

         19. Laws of the State of New Jersey.

This Agreement  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  Jersey,  irrespective  of the  place of  domicile  or
residence  of  any  Party.  In  the  event  of  controversy  arising  out of the
interpretation,  construction,  performance  or  breach of this  Agreement,  the
Parties  hereby  agree and consent to the  jurisdiction  and venue of the United
States District Court for the Northern  District of New Jersey and further agree
and consent that  personal  service or process in any such action or  proceeding
outside of the State of New Jersey and in the City of Newark shall be tantamount
to service in person or within the State of New Jersey and in the City of Newark
and shall confer personal jurisdiction and venue on the said Court.

         20. Originals.

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

         21. Address of Parties.

Each Party shall at all times keep the other informed of its principal  place of
business if different  from that stated herein,  and shall  promptly  notify the
other of any change, giving the address of the new principal place of business.

         22. Notices.

All notices that are required to be or may be sent pursuant to the provisions of
this Agreement shall be sent by certified mail, return receipt requested,  or by
overnight  package  delivery  service  to each  of the  Parties  at the  address
appearing herein,  and shall count from the date of mailing or the day after the
date of the airbill.

         23. Modification and Waiver.

A modification  or waiver of any of the  provisions of this  Agreement  shall be
effective  only if made in writing and executed with the same  formality of this
Agreement.  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 other nature or kind.


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         24. Amendment

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

IN WITNESS THEREOF,  the Parties hereto have executed this agreement the day and
year first above written.

Bodyguard Records.com, Inc.


By:_______________________
       John Rollo, President


  Atlantic International Capital Holdings


By: ____________________________
      Richard A. Iamunno, President




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