Exhibit 10-2

                        [LETTERHEAD OF EUSTIS & HARTLEY]

                                 March 25, 2004

VIA FACSIMILE
David Levy
Pyramid Records International, Inc.
11077 Biscayne Blvd.
Suite 200
Miami, Florida 33161

Michael J. Cronen, Esq.
Law Offices of Harris Zimmerman
1330 Broadway
Suite 710
Oakland, California 94612

RE: TRUST HOLDING  AGREEMENT  ("AGREEMENT")  DATED MARCH 25, 2004 AMONG PYRAMID,
GSMB AND TIMOTHY M. HARTLEY, PA

Dear Messrs. Levy and Cronen:

I have  executed as Trustee and have  delivered  to you via e-mail a copy of the
fully signed Trust Holding  Agreement.  Please initial where  indicated below to
acknowledge that I am authorized to disburse funds pursuant to paragraph 3(a) of
the  Agreement  upon  my  receipt  via  facsimile  of  [ILLEGIBLE]  and  correct
signatures of either Mr. Henle or Mr. Cronen on behalf of GSMB and Mr. Jacobi or
Mr. Levy on behalf of Pyramid.

I will also  require  notarized  exemplars of the  signature of each  authorized
signer.  I have  attached  for your  convenience  a form to be completed by each
authorized signer.

The following are wire  transfer  instructions  for the "Timothy M. Hartley P.A.
Trust Account" located at Regent Bank, Fort Lauderdale, Florida:

   Regent Bank
   2205 S. University Drive
   Davie, Florida 33324
   Routing number 067012413
   For further credit to:
   Timothy M. Hartley, P.A. Trust Account
   Account Number 020800834506

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      Thank  you for  placing  your  trust  in my  abilities.  If you  have  any
questions regarding the foregoing, please feel free to call.

Very truly yours,

/s/  Timothy M. Hartley
-----------------------
Timothy M. Hartley

Timothy M. Hartley,  Esq., as Trustee under that certain
Trust Holding Agreement dated as of March 25, 2004 among
Pyramid,  GSMB and Timothy M. Hartley,  PA is authorized
to  disburse  funds  pursuant to  paragraph  3(a) of the
Agreement  upon  receipt,  via facsimile of the true and
correct  signatures of Mr. Henle or Mr. Cronen on behalf
of GSMB and Mr. Jacobi or Mr. Levy on behalf of Pyramid


--------------------------
Michael J. Cronen, Esq.

--------------------------
David Levy

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                             TRUST HOLDING AGREEMENT

Parties: Pyramid Records International, Inc. ("Pyramid"), GSMB, LLC ("GSMB") and
Timothy M. Hartley PA Esq. ("Trustee") a Florida professional corporation.

Concurrently with the execution hereof, Pyramid shall deliver to Trustee the sum
of $200,000.00. Pyramid shall deliver to Trustee an additional $200,000.00 on or
before April 1, 2004,  less the amount of approved budget items spent by Pyramid
prior to May 15, 2004. It is expected  that other  entities will deliver cash to
Trustee from time to time.

Trustee  hereby agrees to hold in trust and disburse the cash delivered to it in
accordance with this agreement.

1.    Upon receipt of cash Trustee  shall deposit it as interest in Regent Bank,
      located at 1100 SE 3rd Avenue, City of Fort Lauderdale, County of Broward,
      Florida.  Upon doing so,  Trustee shall advice Pyramid and GSMB in writing
      of the account  number.  Only Trustee shall have signature  power over the
      funds received and the account in which the same are deposited.

2.    Trustee shall maintain in force attorney's errors and omissions  insurance
      with limits not less than Five Hundred Thousand  Dollars  ($500,000.00) at
      all times when Trustee holds funds subject to this agreement.

3.    Trustee  shall hold and  disburse  funds in trust and under the  following
      terms:

      a)    All  disbursements  shall be upon the prior written approval of GSMB
            and Pyramid,  the authorized  signer for GSMB is either of Thomas N.
            Henle or Michael Cronen, the authorized signer for Pyramid is either
            of Allen Jacobi or David Levy.

      b)    All  disbursements  shall be in payment  for, or  reimbursement  of,
            items  described  in Section  8(a) of the  Phonorecord  Release  and
            Promotion  Agreement  between GSMB and Pyramid;  provided,  however,
            Trustee shall not be concerned  with the contents of such  agreement
            between  Pyramid and GSMB, the written  approval of GSMB and Pyramid
            of any disbursement shall be all that is required.

4.    GSMB and Pyramid jointly and severally indemnify and hold harmless Trustee
      from any  claim,  injury,  expense,  or  liability  as a result of Trustee
      serving pursuant to this agreement. GSMB and Pyramid further agree that if
      Trustee shall receive  conflicting  demands,  Trustee shall take no action
      and shall await a joint written  approval.  Trustee shall have no duty to,
      and shall not affirmatively seek such joint written approval from GSMB and
      Pyramid.

5.    Trustee  shall be paid  the sum of  $750.00,  1/2  from  GSMB and 1/2 from
      Pyramid as inducement to enter into this agreement.  Trustee shall receive
      the additional sum of Fifty Dollars ($50.00) for each  disbursement  made,
      which amount the Trustee shall pay itself out of the cash held.

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6.    Trustee  represents  to Pyramid and GSMB that neither  Trustee nor any law
      firm with  which  Trustee  has been or is a  principal,  an  associate  or
      affiliated with in any manner has or does represent  GSMB,  Pyramid or any
      person who is a principal or employee of either.  Trustee  further  agrees
      that during the existence of this  agreement,  neither Trustee nor any law
      firm  with  which  Trustee  has been or is a  principal  an  associate  or
      affiliated  with  in any  manner  will  undertake  the  representation  of
      Pyramid, GSMB or any principal or employee of either.

7.    This agreement shall be governed by the laws of Florida.

Pyramid Records
International, Inc.

By: /s/ Allen Jacobi
    -----------------
      Allen Jacobi
      Its President

March 4, 2004

Signatures of Authorized Signers for
Pyramid Records International, Inc.

/s/ Allen Jacobi
-----------------
Allen Jacobi

/s/ David Levy
-----------------
David Levy


GSMB, LLC

By: /s/ Joel F. Geldermann
-----------------
      Joel F. Geldermann
      Its Manager


Signatures of Authorized Signers for
GSMB, LLC

/s/ Thomas N. Henle
-----------------
Thomas N. Henle

/s/ Michael Cronen
-----------------
Michael Cronen

Trustee:

/s/ Timothy M. Hartley, Esq.
-----------------
Timothy M. Hartley
For Timothy M. Hartley, P.A.,
A Florida professional association

Florida State Bar No.: 979066
Address: 500 SE Sixth Street
               Suite 102
               Fort Lauderdale, FL 33301

Phone No.: (954) 779-7475
Fax: (954) 337-0222


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