<PAGE>
                                                                   Exhibit 10.20
<TABLE>
<CAPTION>
                                   FOUNDERS`
                                   BANK  COPY
                                   PROMISSORY  NOTE



PRINCIPAL        LOAN DATE     MATURITY       LOAN NO      CALL/COLL   ACCOUNT  OFFICER  INITIALS
$162,000.00     08-21-2001     08-21-2006     0300818580     101                 A17
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<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.
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                                                                   Founders` Bank
Borrower: Metropolitan Recording, Inc (TIN: ###-##-####)  Lender:  Media
          101 Charles Drive                                        100 South Orange Street
          Bryn Mawr, PA 19010                                      Media, PA 19063


PRINCIPAL AMOUNT: $162,000.00     INTEREST RATE: 8.000%     DATE OF NOTE: AUGUST 21, 2001


</TABLE>

PROMISE  TO  PAY.  Metropolitan  Recording,  Inc ("Borrower") promises to pay to
Founders`  Bank  ("Lender"),  or  order, in lawful money of the United States of
America, the principal amount of One Hundred Sixty-two Thousand & 001100 Dollars
($162,000.00),  together  with  Interest  at the rate of 8.000% per annum on the
unpaid  principal  balance  from  August  21,  2001,  until  paid  In  full.

PAYMENT,  Borrower  will  pay this loan in 59 regular payments of $1.965.51 each
and one irregular last payment estimated at $99,857.66. Borrower`s first payment
is  due  September 21, 2001, and all subsequent payments are due on the same day
of  each  month  after  that. Borrower`s final payment will be due on August 21,
2006,  and  will  be  for  all  principal and all accrued Interest not yet paid.
Payments  Include principal and Interest. Unless otherwise agreed or required by
applicable  law, payments will be applied first to accrued unpaid interest, then
to  principal,  and any remaining amount to any unpaid collection costs and late
charges.  The annual Interest rate for this Note is computed on a 3651360 basis;
that  is,  by  applying the ratio of the annual interest rate over a year of 360
days,  multiplied by the outstanding principal balance, multiplied by the actual
number of days the principal balance is outstanding. Borrower will pay Lender at
Lender`s  address  shown above or at such other place as Lender may designate in
writing.

PREPAYMENT:  MINIMUM  INTEREST  CHARGE.  Borrower  agrees that all loan fees and
other  prepaid  finance  charges are earned fully as of the date of the loan and
will  not  be  subject  to  refund upon early payment (whether voluntary or as a
result of default), except as otherwise required by law. In any event, even upon
full  prepayment of this Note, Borrower understands that Lender is entitled to a
minimum  interest  charge of $25.00. Other than Borrower`s obligation to pay any
minimum  interest  charge,  Borrower may pay without penalty all or a portion of
the  amount  owed earlier than it is due. Early payments will not, unless agreed
to  by  Lender in writing, relieve Borrower of Borrower`s obligation to continue
to  make payments under the payment schedule. Rather, early payments will reduce
the  principal  balance  due and may result in Borrower`s making fewer payments.
Borrower  agrees  not  to  send  Lender payments marked "paid in full", "without
recourse",  or  similar  language.  If Borrower sends such a payment, Lender may
accept  it  without  losing  any of ender`s rights under this Note, and Borrower
will  remain  obligated  to  pay  any further amount owed to Lender. All written
communications concerning disputed amounts, including any check or other payment
instrument  that indicates that the payment constitutes "payment in full" of the
amount  owed or that is tendered with other conditions or limitations or as full
satisfaction of a disputed amount must be mailed or delivered to: Founders` Bank
c/o  Loan  Operations,  P.O.  Box  13368  Philadelphia,  PA  19101-3368.

LATE  CHARGE.  If  a  payment  is 10 days or more late, Borrower will be charged
10.000%  of  the  regularly  scheduled  payment or $20.00, whichever is greater.

INTEREST  AFTER  DEFAULT.  Upon  default,  including  failure  to pay upon final
maturity,  Lender,  at  its  option,  may,  if  permitted  under applicable law,
increase  the  interest  rate on this Note 4.000 percentage points. The interest
rate  will  not exceed the maximum rate permitted by applicable law. If judgment
is  entered  in  connection  with this Note, interest will continue to accrue on
this  Note  after  judgment  at  the existing interest rate provided for in this
Note.

DEFAULT.  Each  of the following shall constitute an event of default ("Event of
default")  under  this  Note:

PAYMENT  DEFAULT.  Borrower  fails  to make any payment when due under this
Note.

OTHER DEFAULTS. Borrower fails to comply with or to perform any other term,
obligation,  covenant  or  condition  contained  in  this  Note 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 and 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 property or Borrower`s ability to repay this
Note  or  perform  Borrower`s  obligations under this Note 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 Note 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 under any
bankruptcy  or  insolvency  laws  by  or  against  Borrower,

<PAGE>

                                PROMISSORY NOTE
Loan No. 0300818580               (Continued)                          Page 2



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 evidenced by this Note. 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 this
Note  is  impaired.

INSECURITY.  Lender  in  good  faith  believes  itself  insecure.

CURE  PROVISIONS. If any default, other than a default in payment is curable and
if  Borrower  has  not  been given a notice of a breach of the same provision of
this Note within the preceding twelve (12) months, it may be cured (and no event
of  default will have occurred) if Borrower, after receiving written notice from
Lender demanding cure of such default: (1) cures the default within fifteen (15)
days;  or  (2)  if  the  cure  requires more than fifteen (15) days, immediately
initiates  steps which Lender deems in Lender`s sole discretion to be sufficient
to  cure  the  default and thereafter continues and completes all reasonable and
necessary  steps  sufficient  to  produce  compliance  as  soon  as  reasonably
practical.

LENDER`S RIGHTS. Upon default, Lender may, after giving such notices as required
by  applicable law, declare the entire unpaid principal balance on this Note and
all  accrued  unpaid  interest  immediately due, and then Borrower will pay that
amount.

ATTORNEYS`  FEES:  EXPENSES. Lender may hire or pay someone else to help collect
this  Note  if Borrower does not pay. Borrower will pay Lender that amount. This
includes,  subject to any limits tinder applicable law, Lender`s attorneys` fees
and  Lender`s  legal  expenses,  whether  or  not  there is a lawsuit, including
attorneys`  fees,  expenses  for  bankruptcy  proceedings  (including efforts to
modify  or  vacate  any  automatic  stay  or  injunction),  and  appeals. If not
prohibited  by  applicable  law,  Borrower  also  will  pay  any court costs, in
addition  to  all  other  sums  provided  by  law.

GOVERNING  LAW.  THIS  NOTE  WILL  BE  GOVERNED  BY,  CONSTRUED  AND ENFORCED IN
ACCORDANCE  WITH  FEDERAL  LAW AND THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.
THIS  NOTE  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.

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 be 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.

SUCCESSOR  INTERESTS. The terms of this Note shall be binding upon Borrower, and
upon  Borrower`s  heirs,  personal  representatives, successors and assigns, and
shall  inure  to  the  benefit  of  Lender  and  its  successors  and  assigns.

GENERAL  PROVISIONS.  Lender  may  delay or forgo enforcing any of its rights or
remedies  under this Note without losing them. Borrower and any other person who
signs,  guarantees  or  endorses  this Note, to the extent allowed by law, waive
presentment,  demand for payment, and notice of dishonor. Upon any change in the
terms  of  this Note, and unless otherwise expressly stated in writing, no party
who  signs  this  Note,  whether  as  maker,  guarantor,  accommodation maker or
endorser,  shall  be released from liability. All such parties agree that Lender
may renew or extend (repeatedly and for any length of time) this loan or release
any party or guarantor or collateral; or impair, fail to realize upon or perfect
Lender`s  security  interest in the collateral; and take any other action deemed
necessary by Lender without the consent of or notice to anyone. All such parties
also  agree that Lender may modify this loan without the consent of or notice to
anyone  other than the party with whom the modification is made. The obligations
under  this  Note  are joint and several. If any portion of this Note is for any
reason  determined to be unenforceable, it will not affect the enforceability of
any  other  provisions  of  this  Note.


<PAGE>

                                PROMISSORY NOTE
Loan No. 0300818580               (Continued)                          Page 3



CONFESSION  OF JUDGMENT. BORROWER HEREBY IRREVOCABLY AUTHORIZES AND EMPOWERS ANY
ATTORNEY  OR  THE  PROTHONOTARY  OR  CLERK  OF  ANY COURT IN THE COMMONWEALTH OF
PENNSYLVANIA,  OR  ELSEWHERE, TO APPEAR AT ANY TIME FOR BORROWER AFTER A DEFAULT
UNDER  THIS  NOTE AND WITH OR WITHOUT COMPLAINT FILED, CONFESS OR ENTER JUDGMENT
AGAINST  BORROWER  FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND ALL ACCRUED
INTEREST,  LATE  CHARGES  AND ANY AND ALL AMOUNTS EXPENDED OR ADVANCED BY LENDER
RELATING  TO ANY COLLATERAL SECURING THIS NOTE, TOGETHER WITH COSTS OF SUIT, AND
AN  ATTORNEY`S  COMMISSION  OF TEN PERCENT (10%) OF THE UNPAID PRINCIPAL BALANCE
AND ACCRUED INTEREST FOR COLLECTION, BUT IN ANY EVENT NOT LESS THAN FIVE HUNDRED
DOLLARS  ($500)  ON WHICH JUDGMENT OR JUDGMENTS ONE OR MORE EXECUTIONS MAY ISSUE
IMMEDIATELY;  AND  FOR  SO  DOING,  THIS NOTE OR A COPY OF THIS NOTE VERIFIED BY
AFFIDAVIT  SHALL  BE  SUFFICIENT  WARRANT. THE AUTHORITY GRANTED IN THIS NOTE TO
CONFESS JUDGMENT AGAINST BORROWER SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF THAT
AUTHORITY,  BUT  SHALL CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL PAYMENT
IN  FULL  OF  ALL  AMOUNTS DUE UNDER THIS NOTE. BORROWER HEREBY WAIVES ANY RIGHT
BORROWER  MAY  HAVE  TO  NOTICE  OR  TO  A  HEARING  IN CONNECTION WITH ANY SUCH
CONFESSION  OF  JUDGMENT  AND  STATES  THAT  EITHER  A  REPRESENTATIVE OF LENDER
SPECIFICALLY  CALLED  THIS  CONFESSION  OF  JUDGMENT  PROVISION  TO  BORROWER`S
ATTENTION  OR  BORROWER  HAS  BEEN  REPRESENTED  BY  INDEPENDENT  LEGAL COUNSEL.

PRIOR  TO  SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS  NOTE.  BORROWER  AGREES  TO  THE  TERMS  OF  THE  NOTE.

BORROWER  ACKNOWLEDGES  RECEIPT  OF  A  COMPLETED  COPY OF THIS PROMISSORY NOTE.

THIS  NOTE  IS  GIVEN  UNDER SEAL AND IT IS INTENDED THAT THIS NOTE IS AND SHALL
CONSTITUTE  AND  HAVE  THE  EFFECT  OF  A  SEALED  INSTRUMENT  ACCORDING TO LAW.


BORROWER

METRPOLOITAN RECORDING, INC.

BY: /s/ Christopher Schwartz
 ___________________________________________
Christopher Schwartz, President, Secretary of
Metropolitan Recording, Inc.

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