THIS NOTE HAS NOT BEEN, AND THE COMMON STOCK TO BE ISSUED UPON CONVERSION HEREOF
WILL NOT, UPON THE ISSUANCE  THEREOF,  HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"),  OR QUALIFIED  UNDER STATE  SECURITIES LAWS
AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE  TRANSFERRED UNLESS (A) COVERED BY AN
EFFECTIVE  REGISTRATION  STATEMENT UNDER THE ACT, AND QUALIFIED UNDER APPLICABLE
STATE  SECURITIES LAWS, OR (B) THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF
COUNSEL  ACCEPTABLE  TO THE  COMPANY  TO THE  EFFECT  THAT  NO  REGISTRATION  OR
QUALIFICATION IS LEGALLY REQUIRED FOR SUCH TRANSFER.

                           BODYGUARD RECORDS.COM, INC.
                       9% NON-NEGOTIABLE CONVERTIBLE NOTE
                              DUE JANUARY 27, 2002

January 26, 2001                                                        $20,000

         FOR VALUE  RECEIVED,  Bodyguard  Records.com,  Inc., a privately  owned
Delaware  corporation with principal  offices at 138 Fulton Street (the "Maker")
for value received, hereby promises to pay to the order of James T. Patten, with
an office at P.O. Box 682,  Bernardsville,  NJ 07924, or his permissible assigns
(the "Holder"),  the principal sum of Twenty Thousand Dollars in lawful money of
the United  States of America,  the with interest at a rate of nine (9%) percent
per annum.

         1. Payments.

         (a) Interest.  A single interest  payment of One Thousand Eight Hundred
and 00/100 ($1,800)  Dollars shall be payable on the 30th business day following
the one year anniversary of the execution of this Note (the "Due Date").  In the
event that the required  interest  payment shall not be paid when due, and shall
remain unpaid for a period of five business (5) days or more, then a late charge
of two (2%) percent shall be due and owing for each month or any portion thereof
that such payment shall remain unpaid.

         (b)  Principal.  Unless  sooner  converted as  hereinafter  enumerated,
payment  of the full  principal  amount due under this Note shall be made on the
Due Date. In the event that the principal shall not be paid on the Due Date, and
shall remain unpaid for a period of five business (5) days or more,  then a late
charge of two (2%) percent  shall be due and owing for each month or any portion
thereof that such payment shall remain unpaid.

         2. Conversion.

         At any time and from  time to time  following  the  termination  of the
Maker's public offering of shares of its common stock, $.001 par value per share
(the "Shares"),  pursuant to SB-2  Registration  Statement  Number  333-40444 as
filed  with  the  Securities  and  Exchange  Commission  on June 29,  2000  (the
"Offering"), but prior to the Due Date and

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<PAGE>

not  thereafter,  the Holder  shall have the right to convert the entire  unpaid
principal  balance and all unpaid  interest but not less,  into  authorized  but
unissued,  fully paid and  non-assessable  but  unregistered  (i.e.  restricted)
Shares.  The  Maker  shall  furnish  the  Holder  with  written  notice  of  the
termination of the Offering.

         (a) Conversion  Price.  The price the Maker utilized in determining how
many  Shares  the Note  Holder is to  receive  is $1.00 per Share  which  price,
although arbitrarily determined, is nonetheless hereby acknowledged and accepted
by the  Maker  and  Holder  as fair and  equitable  given  the  Maker's  lack of
operations  and  immediate  need for  capital.  Accordingly,  this Note shall be
convertible into an aggregate of 20,000 Shares.

         (b) Manner of Conversion.  On the Holder's presentation to the Maker of
a duly  executed  Notice of Conversion in the form annexed to this Note together
with the  original  executed  copy of this Note,  the Holder  shall be entitled,
subject to the limitations  herein contained,  to receive in exchange therefor a
certificate or certificates  for fully paid and  non-assessable  Shares,  on the
basis enumerated  herein. No Notice of Conversion may be sent by the Holder, and
the Maker shall not accept any Notice of Conversion  during the  Offering.  This
Note shall be deemed to have been  converted and the person  converting the same
to have  become  the holder of record of Shares,  for the  purpose of  receiving
dividends and for all other purposes  whatever as of the date when the Notice of
Conversion and this Note are  surrendered  to the Maker as aforesaid.  The Maker
shall not be required to make any such conversion, and no surrender of this Note
shall be  effective  for such  purpose,  while the books for the transfer of any
class of stock are closed for any  purpose,  but the  surrender of this Note for
conversion  during any period while such books are closed shall become effective
for all purposes of conversion  immediately upon the reopening of such books, as
if the conversion had been made on the date this Note was surrendered.

         (c) No Fractional  Shares.  No fractional Shares shall be issuable upon
any  conversion,  it being  intended  and agreed that the number of Shares to be
received by a Holder upon  conversion of this Note be rounded out to the nearest
whole share.

         (d)  Reservation  of Shares.  So long as any  portion of the  principal
amount of this Note  shall  remain  unpaid,  the Maker  shall  reserve  and keep
available out of its authorized and unissued common share capitalization, solely
for the purpose of effecting the conversion of this Note,  such number of Shares
as shall from time to time be sufficient to effect the  conversion of the unpaid
principal  balance and accrued  interest of this Note. The Maker shall from time
to time increase its authorized common share  capitalization and take such other
action as may be  necessary  to  permit  the  issuance  from time to time of the
Shares as fully paid and  non-assessable  securities upon the conversion of this
Note.

         (e)  Payment of Taxes.  The Maker shall pay any and all taxes which may
be imposed  upon it with respect to the issuance and delivery of the Shares upon
the conversion of this Note as herein provided.  However, the Maker shall not be
required in


                                        2

<PAGE>


any event,  to pay any transfer or other taxes by reason of the issuance of such
Shares in names other than that of the Holder and no such conversion or issuance
of Shares shall be made unless and until the person requesting such issuance has
paid to the  Holder  the  amount  of any such  tax,  or has  established  to the
satisfaction  of the Maker,  and its transfer agent, if any, that no such tax is
payable or has been paid.

         (f) Dividends. Upon any conversion of this Note, as herein provided, no
adjustment or allowance shall be made for  accumulated  dividends on the Shares,
all rights to  dividends,  if any,  shall  commence  as of the date of  issuance
thereof,  and nothing in this sentence shall be deemed to relieve the Maker from
its obligation to pay any dividends which shall thereafter be declared and shall
be payable to Holders of Shares of record as of a date prior to such  conversion
even though the payment  date for such  dividend  is  subsequent  to the date of
conversion.

         (g) Investment Representations. The Holder has been advised, and by the
acceptance  of this  Note,  agrees  and  acknowledges  that  none of the  Shares
issuable  upon  conversion  of this Note  shall have been  registered  under the
Securities  Act of 1933,  as amended  (the "Act") or under any state  securities
law;  and that in including  the  conversion  option in this Note,  the Maker is
relying upon an exemption from registration  based upon the Holder's  investment
representations.  In this regard,  the Holder hereby  represents and warrants to
the Maker that:  (i) in the event the Holder  avails  him,  her or itself of the
conversion  feature  of this  Note,  the  Holder  will  acquire  the  Shares for
investment  purposes and without a view to the transfer or resale thereof;  (ii)
in the event the Holder avails him, her or itself of the  conversion  feature of
this Note, the Holder will hold the Shares for 24 months;  (iii) any sale of the
Shares will be  accomplished  only in accordance  with the Act and the rules and
regulations of the Securities and Exchange Act adopted thereunder;  and (iv) the
Holder hereby  consents to the issuance by the Maker of a 24 month stop transfer
order against any and all certificates  representing the Shares on the books and
records of the Maker and its transfer agent; and consents to the Maker placing a
24 month investment legend on any and all certificates representing the Shares.

         (h) Adjustment of Conversion  Rate. The conversion rate provided herein
shall be  subject  to  adjustment  from time to time only as  follows:  If, as a
result of a  reorganization,  recapitalization  or stock  split  (other  than in
connection with the  consummation of the Maker's proposed  business  combination
with PetPlanet.com, Inc, and the four for twenty-five reverse split contemplated
thereby) the  outstanding  Shares of Common Stock of the Maker are  increased or
decreased, or changed into or exchanged for a different number or kind of shares
of stock or securities of the Maker, or of another corporation,  or changed into
or exchanged for cash, or if all or substantially all of the Maker's  properties
and assets are  distributed  to the holders of the Maker's  Common Stock,  or if
there is a  distribution  upon the Shares by way of a spin-off  of any shares of
capital stock or other  securities of any  subsidiary  or other  corporation  or
entity, then, upon any conversion hereof after the record date for determination
of the holders of the Shares  entitled  to  participate  in any such event,  the
holder hereof shall be entitled to receive such


                                        3

<PAGE>

kind and number of shares of stock or securities or other property or cash as he
would have been  entitled  to  receive  had he owned the  Shares  issuable  upon
conversion  at the time of that  record  date.  If the  event  involves  another
corporation or another entity, then the Maker shall, as part of the transaction,
make  adequate  provision  for the  holder  hereof  thereafter  to  receive  the
securities, property or cash to which he is entitled under this Section 2.

         (i) Restrictions on Resale.  The Common Shares received upon conversion
of the Note,  shall be ineligible for public sale for a period of 24 months from
the date of  conversion  or such longer period (up to a maximum of two years) as
shall be mandated by the Securities and Exchange  Commission in connection  with
the Offering of the Shares.

         3. Events of Default. The maker shall be in default hereunder if one or
more of the following events shall occur and be continuing:

         (a) The Maker shall fail to pay  interest on this Note when due and the
failure shall  continue for a period of 30 days after notice of such default has
been received from the Holder; or;

         (b) default in the  performance of any obligation to the Holder hereof;
or

         (c) the making of a general assignment for the benefit of creditors; or

         (d) the filing of any petition of the commencement of any proceeding by
or against the Maker or any  guarantor 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; or

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

         (f) the  filing of a Tax Lien or warrant  or  judgment  in favor of the
United  States of America or State of New York Tax Lien or  judgment in favor of
the State of New York  against the Maker  hereof in an amount in excess of Fifty
Thousand  and  00/100  ($50,000)  Dollars  where  said Lien or  Judgment  is not
satisfied and  discharged  within ninety (90) days from the date of such filing.
The foregoing are collectively referred to as "Events of Default".

         4. Waiver of  Presentment,  Etc.  The Maker of this Note hereby  waives
presentment for payment, demand, notice of non-payment and dishonor, protest and
notice of protest;  and waives trial by jury in any action or proceeding arising
on, out of, under or by reason of this Note.


                                        4

<PAGE>


         The rights and  remedies of the Holder  hereof under this Note 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 to
recovery  any portion of the  indebtedness  evidenced  by this Note shall not be
deemed a waiver of any other right of the Holder hereof.

         5.  Status of  Registered  Holder.  The Maker may treat the  registered
holder of this Note as the absolute owner of this Note for the purpose of making
payments of interest and for all other purposes and shall not be affected by any
notice to the contrary.

         6.  Restricted   Shares.  The  Holder  agrees  that  a  legend  reading
substantially as follows may be placed on any and every certificate representing
all or any portion of the Shares:

              "The shares  represented by this certificate have
              not been  registered  under the Securities Act of
              1933, as amended. These shares have been acquired
              for  investment  and  not  for   distribution  or
              resale.  They  may  not  be  mortgaged,  pledged,
              hypothecated or otherwise  transferred without an
              effective  registration statement for such shares
              under the  Securities  Act of 1933, as amended or
              an opinion of counsel satisfactory to the Company
              that  registration  is not  required  under  such
              Act."

           7. Notices. Any notice required or contemplated by this Note shall be
deemed  sufficiently  given if sent by registered or certified mail to the Maker
at its  principal  office or to the Holder at his address  shown on the books of
the Maker or at such other  address as the Holder may  delegate  in a notice for
that purpose and shall be deemed to have been sent on the date of mailing.

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

         9.  Assignments.  This  Note is  binding  upon and  shall  inure to the
benefit  of  the  parties  hereto  and  their   respective   heirs,   executors,
administrators,  representatives and/or successors and assigns.  Notwithstanding
the  foregoing,  neither the Maker nor the Holder  shall  assign or transfer any
rights or  obligations  hereunder,  except that the Maker may assign or transfer
this Note to a successor corporation in the event of a merger,  consolidation or
transfer  or  sale  of all or  substantially  all of the  assets  of the  Maker,
provided that no such further  assignment shall relieve the Maker from liability
for the obligations assumed by it hereunder.

         10.  Laws of the State of New  Jersey.  This Note shall be deemed to be
made, executed and delivered in, governed by and interpreted under and construed
in all


                                        5

<PAGE>


respects in accordance with the laws of the State of New Jersey, irrespective of
the place of domicile or residence of any Holder.  In the event of a controversy
arising out of the interpretation,  construction,  performance or breach of this
Agreement, the Maker and the Holder hereby agree and consent to the jurisdiction
and venue of the Superior Court of the State of New Jersey, Morris County and/or
the United  States  District  Court for the 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  Morris  County  shall be
tantamount to service in person within the State of New Jersey and Morris County
and shall confer personal jurisdiction and venue upon either of the said courts.

         11. Entire  Document.  Each of the parties  hereby  covenants that this
Note is intended to and does contain and embody herein all of the understandings
and agreements,  both written or oral, of the parties hereto with respect to the
subject  matter  of this  Note,  and that  there  exists  no oral  agreement  or
understanding, express or implied, whereby the absolute, final and unconditional
character  and nature of the Note shall be in any way  invalidated,  impaired or
affected. There are no provisions affecting or interpreting this Note other than
those set forth herein.

         The  acceptance  of any  installments  or payments by the Holder hereof
after the due date herein,  or the waiver of any other or  subsequent  breach or
default may prevent the Holder  hereof from  immediately  pursuing any or all of
his remedies.

                                            Bodyguard Records.com, Inc.


                                            BY:____________________________
                                                      John Rollo, President

ACCEPTED:

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







                                        6

<PAGE>


                              NOTICE OF CONVERSION

                       (To be signed only upon conversion
                                 of the Note.)

To: Bodyguard Records.com, Inc.
           The undersigned,  the holder of this Note, hereby  irrevocably elects
to exercise the conversion  rights  represented by this Note for, and to acquire
thereunder,  pursuant  to and in  accordance  with the  terms of this  Note,  an
aggregate  of  20,000  shares of Common  Stock,  $.001 par value per share  (the
"Shares") of  Bodyguard  Records.com,  Inc. at a  conversion  price of $1.00 per
Share,  and requests  that the  certificate(s)  for such Shares be issued in the
name of and be  delivered  to the  undersigned  at the address  appearing on the
books and records of the  Company,  and if such  Shares  shall not be all of the
Shares  converted  thereunder,  that a new Note of like tenor for the balance of
the unpaid and  unconverted  principal  amount due hereunder be delivered to the
undersigned.

Dated:________________________                _____________________________
                                              (Signature must conform in all
                                               respects to name of holder as
                                                specified on the face of the
                                                Note)


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