<PAGE>



                                                                 Exhibit 10.9

THIS NOTE HAS NOT BEEN REGISTERED  WITH THE SECURITIES AND EXCHANGE  COMMISSION,
ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY  AUTHORITY.  THE NOTE IS
BEING  OFFERED  PURSUANT TO EXEMPTIONS  FROM THE  REGISTRATION  REQUIREMENTS  OF
FEDERAL AND STATE  SECURITIES LAW AND CANNOT BE RESOLD UNLESS IT IS SUBSEQUENTLY
REGISTERED UNDER SUCH LAWS OR UNLESS EXEMPTIONS FROM REGISTRATION ARE AVAILABLE.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER GOVERNMENTAL AGENCY
HAS  PASSED  ON,  RECOMMENDED,   OR  ENDORSED  THE  MERITS  OF  THIS  NOTE.  ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


                             SECURED PROMISSORY NOTE
                             -----------------------

$400,000                                                          JUNE 27, 2002

         FOR VALUE  RECEIVED AND INTENDING TO BE LEGALLY  BOUND  HEREBY,  Snipes
Production,  LLC, a Pennsylvania limited liability company (hereinafter referred
to, and obligated as, "Borrower"), promises to pay to the order of International
                       --------
Travel CD`s,  Inc.,  ("Lender"),  the principal  amount of Four Hundred Thousand
                       ------
Dollars  ($400,000) or so much thereof as Lender shall have advanced to Borrower
in accordance  with the schedule  attached at Exhibit "A" hereto,  together with
interest on the  outstanding  principal  balance  calculated as set forth below,
until the date on which the principal amount is paid in full,  payable in lawful
money of the  United  States of  America  in  accordance  with the terms of this
Secured Promissory Note (the "Note").
                              ----

         1. Maturity  Date. The entire  outstanding  principal  balance  hereof,
            ---------------
together  with  interest  as  provided  herein,  shall be due and payable on the
earlier of December 31, 2002 or the date ten (10)  calendar  days after the date
on or as of which  Lender  conducts a closing of at least Five  Million  Dollars
($5,000,000)  in the private  placement  offering that is a condition to closing
the  transactions  contemplated  in the  Share  Exchange  Agreement  and Plan of
Reorganization  (the  "Share  Exchange  Agreement")  dated April 26, 2002 by and
                       --------------------------
between Lender and Chris Schwartz, sole owner of Metropolitan  Recording,  Inc.,
the sole owner of Borrower`s  issued and outstanding  membership  interests (the
"Maturity Date"),  provided that, if the transactions  contemplated by the Share
 -------------
Exchange  Agreement  have not  closed  within  such ten (10) day  period  due to
Lender`s  failure to satisfy the Conditions to Obligations of Schwartz set forth
in Article VI of the Share Exchange  Agreement or due to some other cause within
the control of Lender,  then the Maturity Date shall be extended until such date
that Lender  satisfies such  conditions or otherwise  remedies the impediment to
closing and agrees to proceed to closing of the transactions contemplated by the
Share Exchange  Agreement,  but in no event beyond  December 31, 2002.  Borrower
shall make  principal  payments to Lender prior to the Maturity  Date in amounts
equal to,  and on the dates  which are five (5)  calendar  days  after  Borrower
receives,  revenues,  cash payments or any cash advances from any source, net of
any expenses  directly  associated with such cash payments or cash advances (but
not such  revenues).  Lender may waive in  writing  any such  principal  payment
whether in lieu of a scheduled  advance or otherwise.  Principal  amounts repaid
prior to the Maturity Date may not be reborrowed.

<PAGE>

         2.  Interest.  On the  Maturity  Date,  Borrower  shall  pay to  Lender
             ---------
interest  on the  principal  balance  hereof in an amount  equal to  twenty-five
percent (25%) of the aggregate amount of funds advanced to Borrower  pursuant to
the terms of this Note. Principal payments made prior to the Maturity Date shall
not reduce the aggregate amount advanced for purposes of calculating interest.

         3. Security. As more fully documented in that certain Copyright Royalty
            --------
and Security Agreement dated as of the date of this Note by and between Borrower
and Lender (the "Security Agreement"), Borrower`s performance of its obligations
                 ------------------
under  this Note  shall be secured by a second  lien  security  interest  in the
feature length motion picture entitled  "Snipes" (the "Movie") and all ownership
rights which Borrower has or subsequently  acquires in the Movie including,  but
not limited to, (i) all  intellectual  property  rights,  (ii) all  distribution
rights on or through any medium, (iii) all licensing fees and royalties received
in connection  with any display or  distribution  of the movie on or through any
medium, (iv) all merchandising  rights, (v) all publication rights, and (vi) all
syndication rights.

         4.  Lender`s  Rights Upon Default.  Each of the following  events shall
             -----------------------------
constitute an "Event of Default" and, upon the occurrence thereof,  Lender shall
have the option,  immediately upon written notice to Borrower, (a) to accelerate
the maturity of this Note and all amounts payable hereunder and demand immediate
payment  thereof and (b) to exercise all of Lender`s  rights and remedies  under
this Note and the Security Agreement or otherwise available at law or in equity:

                  (i)  Borrower  shall  fail  to  pay  the  entire   outstanding
principal  amount and interest of the Note on the Maturity Date or shall fail to
make any interim payment of principal in the proper amount and when due;

                  (ii)  Borrower  shall admit an  inability  to pay its debts as
they mature, or shall make a general assignment for the benefit of any of its or
their creditors;

                  (iii)  Proceedings in  bankruptcy,  or for  reorganization  of
Borrower  for the  readjustment  of any of its debts,  under the  United  States
Bankruptcy  Code,  as  amended,  or any part  thereof,  or under any other laws,
whether state or federal,  for the relief of debtors, now or hereafter existing,
shall be commenced by Borrower or shall be commenced  against Borrower and shall
not be dismissed within sixty (60) days of their commencement;

                  (iv) A receiver or trustee  shall be appointed for Borrower or
for any substantial part of its assets,  or any proceedings  shall be instituted
for the dissolution or the full or partial liquidation of Borrower,  and if such
appointment or proceedings are  involuntary,  such receiver or trustee shall not
be discharged  within sixty (60) days of appointment,  or such proceedings shall
not be  discharged  within  sixty (60) days of their  commencement,  or Borrower
shall  discontinue  its  business(es)  or  materially  change  the nature of its
business(es); or

                  (v) Borrower  shall suffer any final  judgment for the payment
of money in excess of Fifty Thousand Dollars ($50,000) and the same shall not be
discharged  or stayed within a period of thirty (30) days from the date of entry
thereof.

                                       2
<PAGE>

         5. Application of Funds. All sums realized by Lender on account of this
            --------------------
Note, from whatever source  received,  shall be applied first to any fees, costs
and expenses (including  attorney`s fees) incurred by Lender,  second to accrued
and unpaid interest, and then to principal.

         6.  Attorney`s  Fees and  Costs.  In the event that  Lender  engages an
             ---------------------------
attorney to represent it in connection with (a) any Event of Default by Borrower
under this Note,  (b) the  enforcement  of any of Lender`s  rights and  remedies
hereunder following an Event of Default,  (c) any bankruptcy or other insolvency
proceedings  commenced by or against  Borrower and/or (d) any actual  litigation
arising out of or related to any of the foregoing, then Borrower shall be liable
to and shall  reimburse  Lender on demand for all  reasonable  attorneys`  fees,
costs and expenses incurred by Lender in connection with any of the foregoing.

         7. Governing  Law. This Note is made and delivered in the  Commonwealth
            --------------
of  Pennsylvania  and shall be  construed  and enforced in  accordance  with and
governed by the internal laws of the Commonwealth of Pennsylvania without regard
to conflicts of laws principles.  Borrower agrees to the exclusive  jurisdiction
of the  federal  and  state  courts  located  in  the  Eastern  District  of the
Commonwealth of  Pennsylvania  in connection with any matter arising  hereunder,
including the collection and enforcement of this Note.

         8. Miscellaneous.
            --------------

                  (a)  Borrower  hereby  waives  protest,   notice  of  protest,
presentment, dishonor, notice of dishonor and demand. To the extent permitted by
law,  Borrower hereby waives and releases all errors,  defects and imperfections
in any proceedings instituted by Lender under the terms of this Note.

                  (b) The rights and  privileges of Lender under this Note shall
inure  to the  benefit  of its  successors  and  assigns.  All  representations,
warranties  and  agreements of Borrower made in connection  with this Note shall
bind Borrower`s successors and assigns.

                  (c) If any provision of this Note shall for any reason be held
to be invalid or unenforceable,  such invalidity or  unenforceability  shall not
affect any other provision  hereof,  but this Note shall be construed as if such
invalid or unenforceable provision had never been contained herein.

                  (d) The  waiver  of any Event of  Default  or the  failure  of
Lender to exercise any right or remedy to which it may be entitled  shall not be
deemed to be a waiver of any subsequent Event of Default or of Lender`s right to
exercise that or any other right or remedy to which Lender is entitled.

                  (e) The rights and remedies of Lender under this Note shall be
in addition to any other  rights and  remedies  available to Lender at law or in
equity, all of which may be exercised singly or concurrently.


                                       3
<PAGE>

         IN WITNESS WHEREOF,  Borrower has duly executed this Secured Promissory
Note the day and year first above written and has hereunto set hand and seal.


                                        SNIPES PRODUCTION LLC, by its Managing
                                           Member

                                           METROPOLITAN RECORDING, INC.



                                           By: /s/ Chris Schwartz
                                             ---------------------------------
                                              Chris Schwartz
                                              President


                                       4
<PAGE>



                                   EXHIBIT "A"
                                   -----------

                                FUNDING SCHEDULE
                                ----------------


         The  parties  hereby  agree that they  anticipate  that  Lender will be
requested  to extend and shall,  at the  request of  Borrower,  extend  funds to
Borrower  under this Note in accordance  with the following  schedule,  provided
that such dates occur prior to the Maturity Date:


            Date                                     Amount
            ----                                     ------

            June 25, 2002                            $     75,000
            July 8, 2002                             $     75,000
            July 29, 2002                            $     75,000
            August 12, 2002                          $    100,000
            August 26, 2002                          $     75,000


                                        5
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