<PAGE>
<TABLE>
<CAPTION>

                                                                    EXHIBIT 10.22


                                   FOUNDERS`
                                     BANK
                            BUSIENSS LOAN AGREEMENT

PRINCIPAL       LOAN DATE      MATURITY       LOAN NO.     CALL/COLL  ACCOUNT   OFFICER      INITIALS
$162,000.00     08-21-2001     08-21-2006     0300818580     101                  A17
<S>              <C>             <C>             <C>            <C>       <C>      <C>         <C>


     References in the shaded area are for Lender`s use only and do not limit the
         applicability of this document to any particular loan or item.
   Any item above containing "` `" has been omitted due to text length limitations.
  --------------------------------------------------------------------------------


                                                                   Founders` Bank
Borrower: Metropolitan Recording, Inc (TIN: ###-##-####)  Lender:  Media
          101 Charles Drive                                        100 South Orange Street
          Bryn Mawr, PA 19010                                      Media, PA 19063

</TABLE>
================================================================================


THIS BUSINESS LOAN AGREEMENT DATED AUGUST 21, 2001, IS MADE AND EXECUTED BETWEEN
METROPOLITAN  RECORDING,  INC  ("BORROWER") AND FOUNDERS` BANK ("LENDER") ON THE
FOLLOWING  TERMS  AND  CONDITIONS.  BORROWER HAS RECEIVED PRIOR COMMERCIAL LOANS
FROM  LENDER  OR  HAS  APPLIED TO LENDER FOR A COMMERCIAL LOAN OR LOANS OR OTHER
FINANCIAL  ACCOMMODATIONS, INCLUDING THOSE WHICH MAY BE DESCRIBED ON ANY EXHIBIT
OR SCHEDULE ATTACHED TO THIS AGREEMENT ("LOAN"). BORROWER UNDERSTANDS AND AGREES
THAT:  (A)  IN GRANTING, RENEWING, OR EXTENDING ANY LOAN, LENDER IS RELYING UPON
BORROWER`S  REPRESENTATIONS,  WARRANTIES,  AND  AGREEMENTS  AS SET FORTH IN THIS
AGREEMENT,  AND  (B) ALL SUCH LOANS SHALL BE AND REMAIN SUBJECT TO THE TERMS AND
CONDITIONS  OF  THIS  AGREEMENT.

TERM.  This  Agreement  shall  be  effective  as  of  August 21, 2001, and shall
continue  in full force and effect until such time as all of Borrower`s Loans in
favor  of  Lender  have been paid in full, including principal, interest, costs,
expenses, attorneys` fees, and other fees and charges, or until August 21, 2006.

CONDITIONS PRECEDENT TO EACH ADVANCE. Lender`s obligation to make the initial
Advance and each subsequent Advance tinder this Agreement shall be subject to
the fulfillment to Lender`s satisfaction of all of the conditions set forth in
this Agreement and in the Related
Documents.

LOAN DOCUMENTS. Borrower shall provide to Lender the following documents for the
Loan:  (1)  the  Note;  (2)  Security  Agreements  granting  to  Lender security
interests  in  the  Collateral; (3) financing statements and all other documents
perfecting  Lender`s  Security  Interests; (4) evidence of insurance as required
below;  (5)  guaranties;  (6) together with all such Related Documents as Lender
may  require  for the Loan; all in form and substance satisfactory to Lender and
Lender`s  counsel.

BORROWER`S  AUTHORIZATION.  Borrower  shall  have provided in form and substance
satisfactory  to  Lender  properly  certified  resolutions, duly authorizing the
execution and delivery of this Agreement, the Note and the Related Documents. In
addition,  Borrower  shall have provided such other resolutions, authorizations,
documents  and  instruments  as  Lender  or  its  counsel,  may  require.

PAYMENT OF FEES AND EXPENSES. Borrower shall have paid to Lender all fees,
charges, and other expenses which are then due and payable as specified in this
Agreement or any Related Document.

REPRESENTATIONS AND WARRANTIES. The representations and warranties set forth in
this Agreement, in the Related Documents, and in any document or certificate
delivered to Lender under this Agreement are true and correct.

NO EVENT OF DEFAULT. There shall not exist at the time of any Advance a
condition which would constitute an Event of Default under this Agreement or
under any Related Document.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each disbursement of loan
proceeds, as of the date of any renewal, extension or modification of any Loan,
and at all times any Indebtedness exists:

ORGANIZATION.  Borrower  is  a corporation for profit which is, and at all times
shall  be,  duly  organized, validly existing, and in good standing under and by
virtue  of  the  laws  of  the  Commonwealth  of  Pennsylvania. Borrower is duly
authorized  to  transact business in all other states in which Borrower is doing
business,  having  obtained  all  necessary  filings,  governmental licenses and
approvals  for  each  state  in  which Borrower is doing business. Specifically,
Borrower  is, and at all times shall be, duly qualified as a foreign corporation
in  all  states in which the failure to so qualify would have a material adverse
effect  on  its business or financial condition. Borrower has the full power and
authority  to  own  its  properties  and to transact the business in which it is
presently  engaged or presently proposes to engage. Borrower maintains an office
at  101  Charles  Drive,  Bryn  Mawr,  PA  19010, Unless Borrower has designated
otherwise in writing, the principal office is the office at which Borrower keeps
its  books and records including its records concerning the Collateral. Borrower
will  notify  Lender  prior to any change in the location of Borrower`s state of
organization  or  any  change  in  Borrower`s name. Borrower shall do all things
necessary to preserve and to keep in full force and effect its existence, rights
and  privileges,  and  shall  comply  with  all  regulations, rules, ordinances,
statutes, orders and decrees of any governmental or quasi-governmental authority
or  court  applicable  to  Borrower  and  Borrower`s  business  activities.

ASSUMED BUSINESS NAMES. Borrower ties filed or recorded all documents or filings
required  by  law  relating  to  all  assumed  business  names used by Borrower.
Excluding  the name of Borrower, the following is a complete list of all assumed
business  names  under  which  Borrower  does  business:  None.

AUTHORIZATION.  Borrower`s  execution,  delivery,  and  performance  of  this
Agreement  and  all  the  Related  Documents  have  been  duly authorized by all
necessary action by Borrower and do not conflict with, result in a violation of,
or  constitute  a  default  under  (1)  any  provision of Borrower`s articles of
incorporation  or  organization, or bylaws, or any agreement or other instrument
binding  upon Borrower or (2) any law, governmental regulation, court decree, or
order  applicable  to  Borrower  or  to  Borrower`s  properties.

FINANCIAL  INFORMATION.  Each  of  Borrower`s  financial  statements supplied to
Lender  truly  and completely disclosed Borrower`s financial condition as of the
date  of  the  statement,  and  there  has  been  no  material adverse change in
Borrower`s  financial  condition  subsequent  to  the  date  of  the most recent
financial  statement  supplied  to  Lender.  Borrower has no material contingent
obligations  except  as  disclosed  in  such  financial  statements.

LEGAL  EFFECT.  This  Agreement  constitutes,  and  any  instrument or agreement
Borrower is required to give under this Agreement when delivered will constitute
legal,  valid,  and binding obligations of Borrower enforceable against Borrower
in  accordance  with  their  respective  terms.

PROPERTIES.  Except as contemplated by this Agreement or as previously disclosed
in  Borrower`s  financial  statements or in writing to Lender and as accepted by
Lender,  and  except  for  property  tax  liens  for taxes not presently due and
payable,  Borrower  owns and has good title to all of Borrower`s properties free
and clear of all Security Interests, and has not executed any security documents
or  financing  statements  relating  to  such  properties.  All  of  Borrower`s
properties  are  titled  in Borrower`s legal name, and Borrower has not used, or
filed a financing statement under, any other name for at least the last five (5)
years.

HAZARDOUS  SUBSTANCES.  Except  as  disclosed  to  and acknowledged by Lender in
writing,  Borrower  represents  and  warrants  that:  (1)  During  the period of
Borrower`s  ownership  of  Borrower`s  Collateral,  there  has  been  no  use,
generation,  manufacture,  storage,  treatment,  disposal, release or threatened
release of any Hazardous Substance by any person on, under, about or from any of
the  Collateral.  (2)  Borrower  has  no knowledge of, or reason to believe that
there  has  been  (a) any breach or violation of any Environmental Laws; (b) any
use,  generation,  manufacture,  storage,  treatment,  disposal,  release  or
threatened  release  of  any  Hazardous  Substance  on, under, about or from the
Collateral by any prior owners or occupants of any of the Collateral; or (c) any
actual or threatened litigation or claims of any kind by arty person relating to
such  matters.  (3)  Neither Borrower nor any tenant, contractor, agent or other
authorized  user  of  any  of  the  Collateral shall use, generate, manufacture,
store,  treat, dispose of or release any Hazardous Substance on, under, about or
from  any  of  the  Collateral;  and  any  such  activity  shall be conducted in
compliance  with all applicable federal, state, and local laws, regulations, and
ordinances,  including  without  limitation  all  Environmental  Laws.  Borrower
authorizes  Lender  and  its  agents  to  enter upon the Collateral to make such
inspections  and tests as Lender may deem appropriate to determine compliance of
the Collateral with this section of the Agreement. Any inspections or tests made
by  Lender  shall  be  at  Borrower`s expense and for Lender`s purposes only and
shall  not be construed to create any responsibility or liability on the part of
Lender  to  Borrower  or to any other person. The representations and warranties
contained  herein  are  based  on  Borrower`s due diligence in investigating the
Collateral  for  hazardous  waste  and Hazardous Substances. Borrower hereby (1)
releases  and  waives  any  future  claims  against  Lender  for  indemnity  or
contribution  in  the  event  Borrower becomes liable for cleanup or other costs
under  any  such  laws,  and  (2)  agrees  to indemnify and hold harmless Lender
against  any  and  all  claims,  losses,  liabilities,  damages,  penalties, and
expenses  which  Lender  may directly or indirectly sustain or stiffer resulting



<PAGE>

Loan No   0300818580          BUSINESS LOAN AGREEMENT                 Page 2
                                   (Continued)
--------------------------------------------------------------------------------

from  a  breach of this section of the Agreement or as a consequence of any use,
generation,  manufacture,  storage, disposal, release or threatened release of a
hazardous  waste  or substance on the Collateral. The provisions of this section
of  the  Agreement,  including  the  obligation  to indemnify, shall survive the
payment  of  the indebtedness and the termination, expiration or satisfaction of
this Agreement and shall not be affected by Lender`s acquisition of any interest
in  any  of  the  Collateral,  whether  by  foreclosure  or  otherwise.

LITIGATION  AND  CLAIMS.  No  litigation,  claim,  investigation, administrative
proceeding or similar action (including those for unpaid taxes) against Borrower
is  pending  or threatened, and no other event has occurred which may materially
adversely  affect  Borrower`s  financial  condition  or  properties,  other than
litigation,  claims,  or  other  events, if any, that have been disclosed to and
acknowledged  by  Lender  in  writing.

TAXES.  To  the  best of Borrower`s knowledge, all of Borrower`s tax returns and
reports  that  are or were required to be filed, have been filed, and all taxes,
assessments  and other governmental charges have been paid in full, except those
presently  being  or  to  be contested by Borrower in good faith in the ordinary
course  of  business  and  for  which  adequate  reserves  have  been  provided.

LIEN  PRIORITY.  Unless  otherwise  previously  disclosed  to Lender in writing,
Borrower  has  not entered into or granted any Security Agreements, or permitted
the  filing  or  attachment of any Security Interests on or affecting any of the
Collateral  directly  or  indirectly  securing  repayment of Borrower`s Loan and
Note,  that  would  be  prior  or  that  may  in any way be superior to Lender`s
Security  Interests  and  rights  in  and  to  such  Collateral.

BINDING  EFFECT. This Agreement, the Note, all Security Agreements (if any), and
all  Related  Documents  are  binding  upon the signers thereof, as well as upon
their  successors,  representatives  and assigns, and are legally enforceable in
accordance  with  their  respective  terms.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long
as this Agreement remains in effect, Borrower will:

NOTICES  OF  CLAIMS AND LITIGATION. Promptly inform Lender in writing of (1) all
material adverse changes in Borrower`s financial condition, and (2) all existing
and  all  threatened  litigation,  claims,  investigations,  administrative
proceedings  or  similar actions affecting Borrower or any Guarantor which could
materially affect the financial condition of Borrower or the financial condition
of  any  Guarantor.

FINANCIAL RECORDS. Maintain its books and records in accordance with GAAP,
applied on a consistent basis, and permit Lender to examine and audit Borrower`s
books and records at all reasonable times.

FINANCIAL STATEMENTS. Furnish Lender with such financial statements and other
related information at such frequencies and in such detail as Lender may
reasonably request.

ADDITIONAL INFORMATION. Furnish such additional information and statements, as
Lender may request from time to time.

INSURANCE.  Maintain  fire and other risk insurance, public liability insurance,
and  such  other  insurance  as  Lender  may  require with respect to Borrower`s
properties  and  operations,  in  form,  amounts,  coverages  and with insurance
companies  acceptable  to Lender. Borrower, upon request of Lender, will deliver
to  Lender  from  time to time the policies or certificates of insurance in form
satisfactory  to  Lender,  including  stipulations  that  coverages  will not be
cancelled  or diminished without at least fifteen (15) days prior written notice
to  Lender.  Each  insurance  policy also shall include an endorsement providing
that  coverage  in  favor  of Lender will not be impaired in any way by any act,
omission  or  default  of  Borrower  or any other person. In connection with all
policies covering assets in which Lender holds or is offered a security interest
for  the  Loans, Borrower will provide Lender with such lender`s loss payable or
other  endorsements  as  Lender  may  require.

INSURANCE  REPORTS.  Furnish  to Lender, upon request of Lender, reports on each
existing  insurance  policy  showing  such  information as Lender may reasonably
request,  including  without  limitation  the  following:  (1)  the  name of the
insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties
insured;  (5)  the  then current property values on the basis of which insurance
has  been  obtained,  and  the  manner  of determining those values; and (6) the
expiration  date of the policy. In addition, upon request of Lender (however not
more  often  than  annually),  Borrower  will  have  an  independent  appraiser
satisfactory  to  Lender  determine,  as  applicable,  the  actual cash value or
replacement  cost of any Collateral. The cost of such appraisal shall be paid by
Borrower.

GUARANTIES. Prior to disbursement of any Loan proceeds, furnish executed
guaranties of the Loans in favor of Lender, executed by the guarantor named
below, on Lender`s forms, and in the amount and under the conditions set forth
in those guaranties.

Name of Guarantor          Amount
-----------------          ------
Christopher Schwartz     Unlimited

OTHER AGREEMENTS.  Comply with all terms and conditions of all other agreements,
whether now or hereafter existing, between Borrower and any other party and
notify Lender immediately In writing of any default in connection with any other
such agreements.

LOAN PROCEEDS. Use all Loan proceeds solely for Borrower`s business operations,
unless specifically consented to the contrary by Lender in writing.

TAXES, Charges and Liens. Pay and discharge when due all of its indebtedness and
obligations,  including  without limitation all assessments, taxes, governmental
charges,  levies  and  liens, of every kind and nature, imposed upon Borrower or
its  properties,  income, or profits, prior to the date on which penalties would
attach,  and  all  lawful  claims that, if unpaid, might become a lien or charge
upon  any  of  Borrower`s  properties,  income,  or  profits.

PERFORMANCE. Perform and comply, in a timely manner, with all terms, conditions,
and provisions set forth in this Agreement, in the Related Documents, and in all
other  instruments  and  agreements  between Borrower and Lender. Borrower shall
notify  Lender  immediately  in  writing  of  any default in connection with any
agreement.

OPERATIONS.  Maintain  executive and management personnel with substantially the
same  qualifications  and  experience  as  the  present executive and management
personnel;  provide  written  notice  to  Lender  of any change in executive and
management  personnel;  conduct its business affairs in a reasonable and prudent
manner.

ENVIRONMENTAL STUDIES. Promptly conduct and complete, at Borrower`s expense, all
such  investigations,  studies,  samplings  and  testings as may be requested by
Lender  or any governmental authority relative to any substance, or any waste or
by-product  of  any  substance  defined  as toxic or a hazardous substance under
applicable  federal,  state, or local law, rule, regulation, order or directive,
at  or affecting any property or any facility owned, leased or used by Borrower.

COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. Comply with all laws, ordinances, and
regulations,  now  or  hereafter  in  effect,  of  all  governmental authorities
applicable  to  the conduct of Borrower`s properties, businesses and operations,
and to the use or occupancy of the Collateral, including without limitation, the
Americans  With  Disabilities  Act.  Borrower may contest in good faith any such
law,  ordinance,  or  regulation  and withhold compliance during any proceeding,
including  appropriate  appeals,  so  long  as  Borrower  has notified Lender in
writing  prior  to  doing  so and so long as, in Lender`s sole opinion, Lender`s
interests  in the Collateral are not jeopardized. Lender may require Borrower to
post  adequate  security or a surety bond, reasonably satisfactory to Lender, to
protect  Lender`s  interest.

INSPECTION.  Permit  employees  or  agents  of  Lender at any reasonable time to
inspect  any  and  all  Collateral  for  the  Loan or Loans and Borrower`s other
properties  and  to examine or audit Borrower`s books, accounts, and records and
to  make  copies  and  memoranda  of Borrower`s books, accounts, and records. If
Borrower  now  or at any time hereafter maintains any records (including without
limitation  computer  generated  records  and computer software programs for the
generation  of  such records) in the possession of a third party, Borrower, upon
request  of Lender, shall notify such party to permit Lender free access to such
records  at  all  reasonable  times  arid  to  provide Lender with copies of any
records  it  may  request,  all  at  Borrower`s  expense.

COMPLIANCE  CERTIFICATES.  Unless waived in writing by Lender, provide Lender at
least  annually,  with  a  certificate  executed  by  Borrower`s chief financial
officer,  or  other  officer or person acceptable to Lender, certifying that the
representations  and warranties set forth in this Agreement are true and correct
as of the date of the certificate and further certifying that, as of the date of
the  certificate,  no  Event  of  Default  exists  under  this  Agreement.

ENVIRONMENTAL  COMPLIANCE  AND  REPORTS.  Borrower  shall comply in all respects
with  any  and all Environmental Laws; not cause or permit to exist, as a result
of  an  intentional or unintentional action or omission on Borrower`s part or on
the  part of any third party, on property owned and/or occupied by Borrower, any
environmental  activity  where damage may result to the environment, unless such
environmental activity is pursuant to and in compliance with the conditions of a
permit  issued  by  the  appropriate  federal,  state  or  local  governmental
authorities;  shall  furnish  to  Lender promptly and in any event within thirty
(30)  days  after receipt thereof a copy of any notice, summons, lien, citation,
directive,  letter  or  other  communication  from  any  governmental  agency or
instrumentality  concerning  any intentional or unintentional action or omission
on  Borrower`s part in connection with any environmental activity whether or not
there  is  damage  to  the  environment  and/or  other  natural  resources.

ADDITIONAL  ASSURANCES.  Make,  execute  and  deliver  to Lender such promissory
notes,  mortgages,  deeds  of trust, security agreements, assignments, financing
statements,  instruments,  documents  and  other  agreements  as  Lender  or its
attorneys may reasonably request to evidence and secure the Loans and to perfect
all  Security  Interests.

LENDER`S  EXPENDITURES.  If  any  action  or  proceeding Is commenced that would
materially  affect  Lender`s  interest in the Collateral or if Borrower fails to
comply  with any provision of this Agreement or any Related Documents, including
but  not  limited to Borrower`s failure to discharge or pay when due any amounts
Borrower  is  required  to  discharge or pay under this Agreement or any Related
Documents,  Lender on Borrower`s behalf may (but shall not he obligated to) take
any  action  that  Lender  deems  appropriate,  including  but  not  limited  to
discharging  or  paying  all  taxes, liens, security interests, encumbrances and
other  claims,  at  any  time  levied or placed on any Collateral and paying all
costs  for  insuring,  maintaining  and  preserving  any  Collateral.  All  such
expenditures  incurred  or  paid  by  Lender  for  such  purposes will then bear
interest  at  the  rate charged under the Note from the date incurred or paid by
Lender  to  the  date  of repayment by Borrower. All such expenses will become a
part of the Indebtedness and, at Lender`s option, will (A) be payable on demand;
(B)  he added to the balance of the Note and be apportioned among and be payable
with  any  installment  payments to become due during either (1) the term of any


<PAGE>

Loan No   0300818580          BUSINESS LOAN AGREEMENT                 Page 3
                                   (Continued)
--------------------------------------------------------------------------------
applicable  insurance  policy;  or (2) the remaining term of the Note; or (C) he
treated  as  a  balloon  payment  which  will  be  due and payable at the Note`s
maturity.

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent of
Lender:

INDEBTEDNESS  AND LIENS. (1) Except for trade debt incurred in the normal course
of  business  and indebtedness to Lender contemplated by this Agreement, create,
incur  or  assume indebtedness for borrowed money, including capital leases, (2)
sell,  transfer,  mortgage, assign, pledge, lease, grant a security interest in,
or  encumber any of Borrower`s assets (except as allowed as Permitted Liens), or
(3)  sell  with  recourse  any  of  Borrower`s  accounts,  except  to  Lender.

CONTINUITY  OF  OPERATIONS.  (1) Engage in any business activities substantially
different  than  those  in  which  Borrower  is  presently  engaged,  (2)  cease
operations,  liquidate,  merge,  transfer, acquire or consolidate with any other
entity,  change  its  name,  dissolve  or transfer or sell Collateral out of the
ordinary course of business, or (3) pay any dividends on Borrower`s stock (other
than dividends payable in its stock), provided, however that notwithstanding the
foregoing,  but  only  so  long  as  no  Event  of  Default  has occurred and is
continuing  or  would  result  from  the  payment of dividends, if Borrower is a
"Subchapter  S Corporation" (as defined in the Internal Revenue Code of 1986, as
amended),  Borrower may pay cash dividends on its stock to its shareholders from
time to time in amounts necessary to enable the shareholders to pay income taxes
and  make  estimated  income  tax  payments  to  satisfy their liabilities under
federal  and state law which arise solely from their status as Shareholders of a
Subchapter  S  Corporation  because  of  their ownership of shares of Borrower`s
stock,  or  purchase  or retire any of Borrower`s outstanding shares or alter or
amend  Borrower`s  capital  structure.

LOANS, ACQUISITIONS AND GUARANTIES.  (1) Loan, invest in or advance money or
assets, (2) purchase, create or acquire any interest in any other enterprise or
entity, or (3) incur any obligation as surety or guarantor other than in the
ordinary course of business.

CESSATION  OF  ADVANCES.  If  Lender has made any commitment to make any Loan to
Borrower,  whether  under  this  Agreement  or under any other agreement, Lender
shall  have no obligation to make Loan Advances or to disburse Loan proceeds if:
(A) Borrower or any Guarantor is in default under the terms of this Agreement or
any  of  the  Related  Documents  or  any  other  agreement that Borrower or any
Guarantor  has  with  Lender;  (B)  Borrower  or  any  Guarantor  dies,  becomes
incompetent  or  becomes  insolvent,  files  a petition in bankruptcy or similar
proceedings,  or  is  adjudged  a  bankrupt; IC) there occurs a material adverse
change  in  Borrower`s  financial  condition,  in the financial condition of any
Guarantor,  or  in  the  value  of  any Collateral securing any Loan; or (D) any
Guarantor  seeks,  claims  or otherwise attempts to limit, modify or revoke such
Guarantor`s guaranty of the Loan or any other loan with Lender; or (E) Lender in
good  faith  deems  itself  insecure, even though no Event of Default shall have
occurred.

RIGHT  OF  SETOFF.  To the extent permitted by applicable law, Lender reserves a
right  of  setoff  in  all  Borrower`s  accounts  with Lender (whether checking,
savings,  or  some  other  account).  This  includes all accounts Borrower holds
jointly  with  someone  else  and  all accounts Borrower may open in the future.
However,  this does not include any IRA or Keogh accounts, or any trust accounts
for  which setoff would he prohibited by law. Borrower authorizes Lender, to the
extent  permitted  by  applicable law, to charge or setoff all sums owing on the
Indebtedness  against  any  and  all  such accounts, and, at Lender`s option, to
administratively  freeze  all  such accounts to allow Lender to protect Lender`s
charge  and  setoff  rights  provided  in  this  paragraph.

DEFAULT.  Each  of the following shall constitute an Event of Default under this
Agreement:

PAYMENT  DEFAULT.  Borrower  fails  to make any payment when due under the Loan.

OTHER  DEFAULTS.  Borrower  fails  to  comply with or to perform any other term,
obligation,  covenant  or condition contained in this Agreement or in any of the
Related Documents or to comply with or to perform any term, obligation, covenant
or  condition  contained  in  any  other  agreement between Lender end Borrower.

DEFAULT  IN  FAVOR  OF THIRD PARTIES. Borrower or any Grantor defaults under any
loan,  extension  of credit, security agreement, purchase or sales agreement, or
any  other  agreement,  in  favor  of  any  other  creditor  or  person that may
materially  affect  any of Borrower`s or any Grantor`s property or Borrower`s or
any Grantor`s ability to repay the Loans or perform their respective obligations
under  this  Agreement  or  any  of  the  Related  Documents.

FALSE STATEMENTS. Any warranty, representation or statement made or furnished to
Lender  by  Borrower or on Borrower`s behalf under this Agreement or the Related
Documents  is  false or misleading in any material respect, either now or at the
time  made  or  furnished or becomes false or misleading at any time thereafter.

INSOLVENCY.  The  dissolution  or termination of Borrower`s existence as a going
business, the insolvency of Borrower, the appointment of a receiver for any part
of Borrower`s property, any assignment for the benefit of creditors, any type of
creditor workout, or the commencement of any proceeding tinder any bankruptcy or
insolvency  laws  by  or  against  Borrower.

DEFECTIVE COLLATERALIZATION. This Agreement or any of the Related Documents
ceases to be in full force and effect (including failure of any collateral
document to create a valid and perfected security interest or lien) at any time
and for any reason.

CREDITOR  OR  FORFEITURE  PROCEEDINGS. Commencement of foreclosure or forfeiture
proceedings,  whether  by  judicial  proceeding,  self-help, repossession or any
other  method, by any creditor of Borrower or by any governmental agency against
any  collateral  securing  the  Loan.  This  includes  a  garnishment  of any of
Borrower`s  accounts,  including  deposit  accounts,  with Lender. However, this
Event of Default shall not apply if there is a good faith dispute by Borrower as
to  the  validity  or  reasonableness  of  the  claim  which is the basis of the
creditor or forfeiture proceeding and if Borrower gives Lender written notice of
the  creditor  or  forfeiture  proceeding  and  deposits with Lender monies or a
surety  bond  for the creditor or forfeiture proceeding, in an amount determined
by  Lender, in its sole discretion, as being an adequate reserve or bond for the
dispute.

EVENTS  AFFECTING  GUARANTOR. Any of the preceding events occurs with respect to
any  Guarantor  of  any  of  the  Indebtedness  or any Guarantor dies or becomes
incompetent,  or  revokes  or  disputes the validity of, or liability under, any
Guaranty  of  the  Indebtedness. In the event of a death, Lender, at its option,
may,  but  shall  not  be  required  to, permit the Guarantor`s estate to assume
unconditionally  the  obligations  arising  under  the  guaranty  in  a  manner
satisfactory  to  Lender,  and,  in  doing  so,  cure  any  Event  of  Default.

CHANGE IN OWNERSHIP. Any change in ownership of twenty-five percent (25%) or
more of the common stock of Borrower.

ADVERSE CHANGE. A material adverse change occurs in Borrower`s financial
condition, or Lender believes the prospect of payment or performance of the Loan
is impaired.

INSECURITY. Lender in good faith believes itself insecure.

RIGHT  TO CURE. If any default, other than a default on Indebtedness, is curable
and if Borrower or Grantor, as the case may be, has not been given a notice of a
similar default within the preceding twelve (12) months, it may be cured (and no
Event of Default will have occurred) if Borrower or Grantor, as the case may be,
after  receiving  written notice from Lender demanding cure of such default: (1)
cure the default within fifteen (15) days; or (2) if the cure requires more than
fifteen  (15)  days,  immediately  initiate steps which Lender deems in Lender`s
sole discretion to he sufficient to cure the default and thereafter continue and
complete  all reasonable and necessary steps sufficient to produce compliance as
soon  as  reasonably  practical.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where
otherwise  provided  in this Agreement or the Related Documents, all commitments
and  obligations  of Lender under this Agreement or the Related Documents or any
other  agreement  immediately  will  terminate (including any obligation to make
further  Loan  Advances  or  disbursements),  and,  at  Lender`s  option,  all
Indebtedness  immediately will become due and payable, all without notice of any
kind  to  Borrower,  except  that in the case of an Event of Default of the type
described  in  the  "Insolvency"  subsection  above,  such acceleration shall be
automatic  and  not  optional. In addition, Lender shall have all the rights and
remedies  provided  in  the Related Documents or available at law, in equity, or
otherwise. Except as may be prohibited by applicable law, all of Lender`s rights
and  remedies  shall  he  cumulative  and  may  he  exercised  singularly  or
concurrently.  Election by Lender to pursue any remedy shall not exclude pursuit
of  any  other remedy, and an election to make expenditures or to take action to
perform  an  obligation  of Borrower or of any Grantor shall not affect Lender`s
right  to  declare  a  default  and  to  exercise  its  rights  and  remedies.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:

AMENDMENTS, This Agreement, together with any Related Documents, constitutes the
entire understanding and agreement of the parties as to the matters set forth in
this  Agreement.  No  alteration  of  or  amendment  to  this Agreement shall be
effective  unless  given in writing and signed by the party or parties sought to
be  charged  or  bound  by  the  alteration  or  amendment.


<PAGE>

Loan No   0300818580          BUSINESS LOAN AGREEMENT                 Page 4
                                   (Continued)
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ATTORNEYS`  FEES:  EXPENSES.  Borrower agrees to pay upon demand all of Lender`s
costs  and  expenses,  including  Lender`s  attorneys`  fees  and Lender`s legal
expenses  incurred in connection with the enforcement of this Agreement.  Lender
may  hire or pay someone else to help enforce this Agreement, and Borrower shall
pay  the  costs  and  expenses  of  such enforcement. Costs and expenses include
Lender`s  attorneys`  fees and legal expenses whether or not there is a lawsuit,
including  attorneys`  fees  and  legal  expenses  for  bankruptcy  proceedings
(including  efforts  to  modify  or  vacate  any  automatic stay or injunction),
appeals,  and  any  anticipated post-judgment collection services. Borrower also
shall  pay  all  court  costs and such additional fees as may be directed by the
court.

CAPTION HEADINGS. Caption headings in this Agreement are for convenience
purposes only and are not to be used to interpret or define the provisions of
this Agreement.

CONSENT  TO LOAN PARTICIPATION. Borrower agrees and consents to Lender`s sale or
transfer,  whether  now  or later, of one or more participation interests in the
Loan  to  one or more purchasers, whether related or unrelated to Lender. Lender
may  provide,  without any limitation whatsoever, to any one or more purchasers,
or  potential  purchasers,  any  information  or knowledge Lender may have about
Borrower  or  about  any  other matter relating to the Loan, and Borrower hereby
waives  any  rights  to  privacy Borrower may have with respect to such matters.
Borrower  additionally  waives  any  and  ail  notices  of sale of participation
interests,  as  well  as  all  notices  of  any repurchase of such participation
interests.  Borrower  also  agrees that the purchasers of any such participation
interests  will  be  considered  as the absolute owners of such interests in the
Loan  and  will have all the rights granted under the participation agreement or
agreements  governing the sale of such participation interests. Borrower further
waives  all  rights  of  offset  or  counterclaim  that it may have now or later
against  Lender  or  against  any purchaser of such a participation interest and
unconditionally  agrees  that  either  Lender  or  such  purchaser  may  enforce
Borrower`s  obligation  under the Loan irrespective of the failure or insolvency
of  any  holder  of  any  interest in the Loan. Borrower further agrees that the
purchaser  of  any  such  participation  interests  may  enforce  its  interests
irrespective  of  any personal claims or defenses that Borrower may have against
Lender.

GOVERNING  LAW.  THIS  AGREEMENT  WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN
ACCORDANCE  WITH  FEDERAL  LAW AND THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.
THIS  AGREEMENT HAS BEEN ACCEPTED BY LENDER IN THE COMMONWEALTH OF PENNSYLVANIA.
CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender`s request to
submit  to  the  jurisdiction  of the courts of Delaware County, Commonwealth of
Pennsylvania.

NO  WAIVER BY LENDER. Lender shall not be deemed to have waived any rights under
this  Agreement  unless such waiver is given in writing and signed by Lender. No
delay or omission on the part of Lender in exercising any right shall operate as
a  waiver of such right or any other right. A waiver by Lender of a provision of
this  Agreement  shall  not  prejudice  or constitute a waiver of Lender`s right
otherwise to demand strict compliance with that provision or any other provision
of  this Agreement. No prior waiver by Lender, nor any course of dealing between
Lender  and  Borrower,  or  between  Lender  and any Grantor, shall constitute a
waiver  of  any  of  Lender`s  rights  or  of any of Borrower`s or any Grantor`s
obligations  as  to  any  future transactions. Whenever the consent of Lander is
required  under  this  Agreement,  the granting of such consent by Lender in any
instance  shall  not constitute continuing consent to subsequent instances where
such  consent  is  required  and  in  all  cases such consent stay be granted or
withheld  in  the  sole  discretion  of  Lender.

NOTICES.  Unless otherwise provided by applicable law, any notice required to be
given  under  this  Agreement  shall be given in writing, and shall be effective
when  actually  delivered,  when  actually  received  by  telefacsimile  (unless
otherwise  required  by  law),  when  deposited  with  a  nationally  recognized
overnight  courier,  or, it mailed, when deposited in the United States mail, as
first  class,  certified  or  registered  mail  postage prepaid, directed to the
addresses  shown  near the beginning of this Agreement. Any party may change its
address  for notices under this Agreement by giving formal written notice to the
other  parties,  specifying  that  the  purpose  of  the notice is to change the
party`s address. For notice purposes, Borrower agrees to keep Lender informed at
all times of Borrower`s current address. Unless otherwise provided by applicable
law,  if  there  is  more  than  one Borrower, any notice given by Lender to any
Borrower  is  deemed  to  be  notice  given  to  all  Borrowers.

SEVERABILITY.  If  a court of competent jurisdiction finds any provision of this
Agreement  to be illegal, invalid, or unenforceable as to any circumstance, that
finding  shall  not  make  the  offending  provision  illegal,  invalid,  or
unenforceable as to any other circumstance. If feasible, the offending provision
shall be considered modified so that it becomes legal, valid and enforceable. It
the  offending  provision  cannot be so modified, it shall be considered deleted
from  this  Agreement.  Unless  otherwise  required  by  law,  the  illegality,
invalidity,  or  unenforceability  of  any provision of this Agreement shall not
affect  the  legality, validity or enforceability of any other provision of this
Agreement.

SUBSIDIARIES  AND  AFFILIATES  OF  BORROWER.  To  the  extent the context of any
provisions  of this Agreement makes it appropriate, including without limitation
any  representation,  warranty  or covenant, the word "Borrower" as used in this
Agreement  shall  include  all  of  Borrower`s  subsidiaries  and  affiliates.
Notwithstanding  the  foregoing  however,  under  no  circumstances  shall  this
Agreement  be  construed  to  require Lender to make any Loan or other financial
accommodation  to  any  of  Borrower`s  subsidiaries  or  affiliates.

SUCCESSORS  AND  ASSIGNS. All covenants and agreements contained by or on behalf
of  Borrower shall bind Borrower`s successors and assigns and shall inure to the
benefit  of Lender and its successors and assigns. Borrower shall riot, however,
have  the right to assign Borrower`s rights under this Agreement or any interest
therein,  without  the  prior  written  consent  of  Lender.

SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Borrower understands and agrees that
in  making  the  Loan, Lender is relying on all representations, warranties, and
covenants  made  by  Borrower  in  this Agreement or in any certificate or other
instrument  delivered  by Borrower to Lender under this Agreement or the Related
Documents.  Borrower further agrees that regardless of any investigation made by
Lender,  all  such  representations,  warranties  and covenants will survive the
making  of  the  Loan  and delivery to Lender of the Related Documents, shall be
continuing  in nature, and shall remain in full force and effect until such time
as  Borrower`s Indebtedness shall be paid in full, or until this Agreement shall
be  terminated  in  the  manner  provided above, whichever is the last to occur.

TIME IS OF THE ESSENCE. Time is of the essence in the performance of this
Agreement.

DEFINITIONS.  The following capitalized words and terms shall have the following
meanings  when  used  in  this  Agreement.  Unless  specifically  stated  to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the  plural,  and  the  plural  shall  include  the singular, as the context may
require.  Words and terms not otherwise defined in this Agreement shall have the
meanings  attributed  to  such  terms in the Uniform Commercial Code. Accounting
words  and terms not otherwise defined in this Agreement shall have the meanings
assigned  to them in accordance with generally accepted accounting principles as
in  effect  on  the  data  of  this  Agreement:

ADVANCE. The word "Advance" means a disbursement of Loan funds made, or to be
made, to Borrower or on Borrower`s behalf on a line of credit or multiple
advance basis under the terms and conditions of this Agreement.

AGREEMENT. The word "Agreement" means this Business Loan Agreement, as this
Business Loan Agreement may be amended or modified from time to time, together
with all exhibits and schedules attached to this Business Loan Agreement from
time to time.

BORROWER. The word "Borrower" means Metropolitan Recording, Inc, and all other
persons and entities signing the Note in whatever capacity.

COLLATERAL.  The  word  "Collateral"  means  all  property and assets granted as
collateral  security  for  a  Loan,  whether  real or personal property, whether
granted  directly  or  indirectly,  whether  granted  now  or in the future, and
whether  granted  in  the  form  of  a  security  interest, mortgage, collateral
mortgage,  deed  of  trust,  assignment,  pledge, crop pledge, chattel mortgage,
collateral  chattel  mortgage,  chattel  trust,  factor`s lien, equipment trust,
conditional sale, trust receipt, lien, charge, lien or title retention contract,
lease  or  consignment  intended  as a security device, or any other security or
lien  interest  whatsoever,  whether  created  by  law,  contract, or otherwise.

ENVIRONMENTAL  LAWS.  The  words  "Environmental  Laws"  mean any and all state,
federal  and  local  statutes,  regulations  and  ordinances  relating  to  the
protection  of human health or the environment, including without limitation the
Comprehensive  Environmental  Response, Compensation, and Liability Act of 1980,
as amended, 42 U.S.C. Section 9601, at seq. ("CERCLA"), the Superfund Amendments
and  Reauthorization  Act  of  1986,  Pub. L. No. 99-499 ("SARA"), the Hazardous
Materials  Transportation  Act,  49  U.S.C.  Section 1801, at seq., the Resource
Conservation  and  Recovery  Act,  42  U.S.C.  Section  6901,  et seq., or other
applicable  state  or  federal  laws,  rules,  or  regulations  adopted pursuant
thereto.

EVENT OF DEFAULT. The words "Event of Default" mean any of the events of default
set forth in this Agreement in the default section of this Agreement.

GAAP. The word "GAAP" means generally accepted accounting principles.

GRANTOR. The word "Grantor" means each and all of the persons or entities
granting a Security Interest in any Collateral for the Loan, including without
limitation all Borrowers granting such a Security Interest.

GUARANTOR. The word "Guarantor" means any guarantor, surety, or accommodation
party of any or all of the Loan.

GUARANTY. The word "Guaranty" means the guaranty from Guarantor to Lender,
including without limitation a guaranty of all or part of the Note.

HAZARDOUS  SUBSTANCES.  The  words  "Hazardous  Substances" mean materials that,
because  of  their  quantity,  concentration or physical, chemical or infectious
characteristics, may cause or pose a present or potential hazard to human health
or  the  environment  when  improperly  used,  treated,  stored,  disposed  of,
generated,  manufactured, transported or otherwise handled. The words "Hazardous
Substances" are used in their very broadest sense and include without limitation
any  and  all hazardous or toxic substances, materials or waste as defined by or
listed  under  the  Environmental  Laws.  The  term  "Hazardous Substances" also
includes,  without  limitation,  petroleum  and  petroleum  by-products  or  any
fraction  thereof  and  asbestos.


<PAGE>

Loan No   0300818580          BUSINESS LOAN AGREEMENT                 Page 5
                                   (Continued)
--------------------------------------------------------------------------------

INDEBTEDNESS.  The  word  "Indebtedness" means the indebtedness evidenced by the
Note  or  Related  Documents, including all principal and interest together with
all  other indebtedness and costs and expenses for which Borrower is responsible
under  this  Agreement  or  under  any  of  the  Related  Documents.

LENDER. The word "Lender" means Founders` Bank, its successors and assigns.

LOAN.  The word "Loan" means any and all loans and financial accommodations from
Lender  to  Borrower  whether  now or hereafter existing, and however evidenced,
including  without limitation those loans and financial accommodations described
herein  or  described on any exhibit or schedule attached to this Agreement from
time  to  time.

NOTE. The word "Note" means the Note executed by Borrower in the principal
amount of $162,000.00 dated August 21, 2001, together with all renewals of,
extensions of, modifications of, refinancings of, consolidations of, and
substitutions for the note or credit agreement.

PERMITTED  LIENS.  The  words  "Permitted  Liens"  mean  (1)  liens and security
interests securing Indebtedness owed by Borrower to Lender; (2) liens for taxes,
assessments,  or  similar  charges either not yet due or being contested in good
faith;  (3) liens of materialmen, mechanics, warehousemen, or carriers, or other
like  liens  arising in the ordinary course of business and securing obligations
which  are  not  yet  delinquent;  (4)  purchase  money  liens or purchase money
security  interests  upon or in any property acquired or held by Borrower in the
ordinary  course  of  business to secure indebtedness outstanding on the date of
this Agreement or permitted to be incurred under the paragraph of this Agreement
titled  "Indebtedness  and Liens"; (5) liens and security interests which, as of
the date of this Agreement, have been disclosed to and approved by the Lender in
writing;  and  (6)  those  liens  and  security interests which in the aggregate
constitute  an  immaterial and insignificant monetary amount with respect to the
net  value  of  Borrower`s  assets.

RELATED  DOCUMENTS.  The  words  "Related  Documents" mean alt promissory notes,
credit  agreements,  loan  agreements,  environmental  agreements,  guaranties,
security  agreements,  mortgages,  deeds  of  trust,  security deeds, collateral
mortgages,  and  all other instruments, agreements and documents, whether now or
hereafter  existing,  executed  in  connection  with  the  Loan.

SECURITY  AGREEMENT.  The  words  "Security  Agreement" mean and include without
limitation  any agreements, promises, covenants, arrangements, understandings or
other  agreements,  whether  created by law, contract, or otherwise, evidencing,
governing,  representing,  or  creating  a  Security  Interest.

SECURITY  INTEREST.  The words "Security Interest" mean, without limitation, any
and all types of collateral security, present and future, whether in the form of
a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment,
pledge,  crop  pledge,  chattel  mortgage,  collateral chattel mortgage, chattel
trust,  factor`s lien, equipment trust, conditional sale, trust receipt, lien or
title retention contract, lease or consignment intended as a security device, or
any other security or lien interest whatsoever whether created by law, contract,
or  otherwise.

BORROWER  ACKNOWLEDGES  HAVING  READ  ALL  THE  PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT  AND  BORROWER  AGREES  TO  ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS
DATED  AUGUST  21,  2001.  THIS AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED
THAT  T  S  AGREEMENT  IS  AND  SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED
INSTRUMENT  ACCORDING  TO  LAW.


BORROWER,

METROPOLITAN RECORDING, INC.
/S/ Christopher Schwartz
___________________________
Christopher Schwartz
Metropolitan Recording


LEBDER:

FOUNDERS` BANK


By: /s/
 _____________________
Authorized Signer

<PAGE>