LOAN AGREEMENT (the "Agreement") made this 25th day of April, 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 Joseph A. Salerno, with an office at 400 East 71st Street, Apt
22A, New York, NY 10021 (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 $100,000 from the
Lender; and

         WHEREAS, the Lender is willing to lend $100,000 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 One Hundred
Thousand ($100,000) 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 10% 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 other than Atlantic
International Capital Holdings Ltd., a Bermuda corporation ("AICH"); and hereby
indemnifies and holds the Lender harmless against any lability arising out of a
claim by any individual, firm or entity other than AICH 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

         3.4 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 other than AICH 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


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         (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 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 $100,000 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 April 30, 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


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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.

     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


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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 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


-------------------------
       Joseph A. Salerno


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                                   EXHIBIT "A"

                                 PROMISSORY NOTE

$100,000                                                          April 25, 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
Joseph A. Salerno, with an office at 400 East 71st Street, Apt 22A, New York, NY
10021 (hereinafter referred to as the "Holder"), in lawful money of the United
States, the principal sum of One Hundred Thousand and 00/100 ($100,000) Dollars
with interest at the rate of ten (10%) 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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