Licensing Agreement

            AGREEMENT made this 18th day of June, 2002 by and between
        Bodyguard Records.com, Inc. P.O. Box 382, Hazlet, New Jersey, USA
   (hereinafter called "Bodyguard") of the one part and Acrobat Music & Media
          Limited PO Box 240, Pinner, Middlesex, HA5-1WQ United Kingdom
                (hereinafter called "Acrobat") of the other part.

WHEREAS, Bodyguard controls all rights in and to certain master recordings known
as: "Live From The Budokan, 1977" (hereinafter collectively called "Masters") by
the music group "Bay City Rollers" (hereinafter called "Artist")

WHEREAS,  Acrobat is desirous of acquiring from Bodyguard all such rights in and
to  Masters  for  distribution  in  Europe,   including  England,   Ireland  and
Scandinavia,  Australia,  New Zealand, South Africa and the Far East, except for
Japan. (hereinafter called "Licensed Territory" or "Territory").

NOW,  THEREFORE,  in  consideration  of  the  warranties,   representations  and
covenants  hereinafter made by the parties hereto,  Bodyguard and Acrobat hereby
agree as follows:

1.   Bodyguard  hereby  warrants,  represents  and  covenants  that it has  full
     rights,  power and authority to make this agreement,  that Bodyguard has no
     existing commitments with respect to the Masters in the territories covered
     by this  Agreement  and that there  exists no  adverse  claim in and to the
     Masters,  and grants to Acrobat the following  rights in and to the Masters
     for the "Licensed Territory" according to the terms of this Agreement:

     A)   The exclusive right to manufacture,  or license others to manufacture,
          from Master  phonograms,  including  compact discs and cassette tapes,
          and any other audio or sound-carrying reproductions now known or which
          may hereafter come into existence (hereinafter called "Records"),  and
          to distribute,  sell,  lend, and broadcast by means of Records covered
          by this Agreement; for a period of three (3) years and six (6) months.

     B)   The  exclusive  right to use,  or  license  others to use,  the names,
          artwork  negatives,  likenesses  or  biographies  of the artist  whose
          performances   are   embodied   in  the  Master  for  the  purpose  of
          advertising, promotion or sale of Records;

     C)   Bodyguard grants to Acrobat, its associates, subsidiaries and nominees
          (1) the right to  manufacture,  advertise,  sell,  lease,  license  or
          otherwise  use or dispose  of in any or all fields of use,  throughout
          the Territory,  records embodying the performances addressed hereunder
          and (2) the right to use artist's name and  photograph if desired,  in
          connection with the exploitation of said records;

     D)   The non-exclusive right to use, or license others to use,  Bodyguard's
          trademarks and logos  (hereinafter  called "Marks") only on Records or
          in connection with the marketing thereof, if Acrobat chooses to do so.

2.   Acrobat will pay Bodyguard a royalty of fifteen  percent (15%) of Acrobat's
     Gross  Income  for  each  record  manufactured  and  "Sold"  featuring  the
     recording  artist covered by this Agreement for record sales throughout the
     Territory  by  Acrobat  or  its  associates  or   subsidiaries.   Regarding
     Sub-Licensing, Acrobat will pay Bodyguard a royalty of ten percent (10%.)

3.   Free  Downloads  Acrobat may at some  point,  elect to allow  consumers  an
     opportunity to digitally  download one Bodyguard  approved song, in part or
     in whole by the  Artist for free,  as part of a  promotional  campaign.  No
     compensation  shall  be paid to  Bodyguard  or to the  Artist  for any free
     digital downloads.  Digital  Phonorecord  Delivery shall be defined in this
     Agreement as the transmission from a web site of a sound recording saved as
     a computer file, using compression techniques,  downloaded from a web site,
     directly over the Internet, to the computer of a consumer.

4.   Acrobat  shall  render to Bodyguard an account  statement,  reflecting  the
     amounts and other necessary items for which Acrobat shall be accountable to
     Bodyguard hereunder, quarterly within Thirty (30) days after March 31, June
     30,  September 30 and December 31 of each year  covering  each  immediately
     preceding  quarterly  period,  and shall pay to Bodyguard  all such amounts
     shown to be due upon the rendition of each quarterly  accounting  statement
     to such bank account as  Bodyguard  may  designate.  It is  understood  and
     agreed that all such amounts shown to be due on each  accounting  statement
     represent  only such amounts as shall have been  received and  processed by
     Acrobat from their  retail  Distributor(s)  by the deadline for  processing
     each such account.

5.   Acrobat shall provide  Bodyguard,  free of charge,  with Twelve (12) sample
     copies of Records released in the Licensed Territory as soon as such copies
     are available.

6.   Within twelve (12) days of the execution of this Agreement, Bodyguard shall
     deliver to  Acrobat a copy of the audio  master in  compact  disc form,  so
     manufacturing may promptly begin.

7-A. Bodyguard  may inspect,  or appoint its  representatives  to inspect,  upon
     reasonable  notice to Acrobat,  at the place of business  and during  usual
     business hours of Acrobat,  all books, records and other documents relating
     to this  agreement,  to the extent  necessary to verify the accuracy of the
     accounting  statements and payments  hereunder.  Such  inspection  shall be
     conducted at Bodyguard's own expense.

8-B. Acrobat  will present the books and records  which are  necessary to verify
     the accuracy of the information in the royalty  statement that Bodyguard is
     questioning.  Acrobat  shall have no  obligation  to produce said books and
     records  more  than  once  with  respect  to  each  statement  rendered  to
     Bodyguard, nor more than once in any calendar year.

9.   It is understood and agreed that all tapes,  acetates,  stampers,  mothers,
     artwork,  photographs or duplicates  thereof,  of Masters and all rights in
     and to Masters remain the sole and exclusive property of Bodyguard, subject
     to the rights herein granted by Bodyguard to Acrobat.

10.  Upon the expiration or termination of this agreement, all parts, mothers or
     duplicates thereof, of Masters or artwork negatives shall be, at the option
     of  Bodyguard,   either  returned  to  Bodyguard  or  destroyed  under  the
     supervision of such agent as may be designated by Bodyguard.

11.  Acrobat may institute or defend any action, suit, claim or otherwise at its
     sole  discretion  and  expense to protect  any right or  interest in and to
     Masters.  Any  recovery  which  may  be  obtained  by  Acrobat  by  way  of
     settlement,  judgment or otherwise shall be divided equally between Acrobat
     and Bodyguard, less all of Acrobat's expenses thereof, including reasonable
     attorney fees.

12.  Bodyguard hereby warrants that Bodyguard has no oral or written obligations
     contracts,  or  agreements  of whatever  nature  entered  into prior to the
     signing  of this  Agreement  which are now in force and  binding  and which
     would in any way  interfere  with  carrying out this  Agreement to its full
     intent and purpose.

13.  Additional Warranties:  Bodyguard also hereby warrants and agrees:


     A)   That no  materials  submitted  by  Bodyguard  will violate any law, or
          violate or infringe upon the rights of any person, including,  without
          limitation,   contractual   rights,   intellectual   property  rights,
          publicity and privacy rights and the rights against libel,  defamation
          and slander;

     B)   That the use of artists' name(s), likenesses and biographies shall not
          infringe upon the rights of any person or entity;

     C)   The right to use and publish  and to permit  others to use and publish
          the names  (including  any  professional  names  heretofore  adopted),
          likenesses of and biographical  material concerning  Bodyguard and the
          Artist for  advertising and trade purposes in connection with the sale
          and  exploitation  of the masters and compact discs  produced from the
          masters;

     D)   The right to release records  manufactured  from the masters under the
          name of Acrobat Music & Media Limited, or any other such trade name or
          mark as Acrobat may elect;

     E)   Acrobat shall have the  unlimited,  exclusive  rights,  throughout the
          Territory to publicly  perform or to permit the public  performance of
          the  Master  Sound  Recording  by  means  of  radio  broadcast,  cable
          transmission,  satellite  transmission,  television  broadcast  or any
          other method now or hereafter known,  including,  without  limitation,
          digital downloading or streaming media delivery.

14.  No failure by Acrobat to perform any of its material obligations under this
     Agreement  shall be  deemed  a  material  breach  of this  Agreement  until
     Bodyguard has given Track written notice of such breach and such breach has
     not been corrected within sixty (60) days after the giving of such notice.

15.  Both Bodyguard and Acrobat may Assign this Agreement or any part hereof, or
     any rights hereunder to any person or entity,  upon formally  notifying the
     other party in writing.

16.  All  Notices  and  requests  shall  be in  writing  and  shall be sent by a
     recognized  overnight  courier  such as the U.S.  Postal  Service,  Federal
     Express or United  Parcel  Service.  Notices  shall be deemed  received  by
     signing for receipt of delivery when sent through said overnight courier.

17.  The terms set  forth in this  Agreement  constitute  the  entire  Agreement
     between Bodyguard and Acrobat.  All prior  negotiations and  understandings
     being  merged  herein.  Both  parties  represent  that no person  acting or
     purporting  to act on  behalf  of either  party  has made any  promises  or
     representations  upon  which  the  other  party has  relied,  except  those
     expressly  found  herein.  This  Agreement may only be altered by a written
     instrument executed by both Bodyguard and Acrobat.

18.  The relationship between Bodyguard and Acrobat hereunder shall at all times
     be that of  independent  contractor;  and nothing  contained  herein  shall
     render or  constitute  the parties joint  venturers,  partners or agents of
     each other. Neither party shall have the right to execute any contract,  or
     incur any obligation  for which the other may be liable,  or otherwise bind
     the other; and neither party shall be liable for any representation, act or
     omission of the other.

19.  This Agreement shall be deemed to have been made in the State of New Jersey
     and its validity, construction,  breach, performance and operation shall be
     governed  by the laws of the State of New Jersey  applicable  to  contracts
     made and to be performed in the State of New Jersey.

20.  Any  controversy  or dispute  arising out of, or in  connection  with,  the
     validity, performance or interpretation of this agreement which the parties
     hereto  are  unable to  resolve  within a  reasonable  period of time after
     written notice has been given by either party to the other of the existence
     of such  controversy  or dispute may be submitted to  arbitration by either
     party and, if so submitted  by either  party,  shall be finally  settled by
     arbitration  conducted  in  accordance  with  the  rules  of  The  American
     Arbitration  Association.  The decision by the arbitrators shall be binding
     and conclusive upon both parties hereto,  their successors and assigns. The
     parties agree that the venue for  arbitration  will be Bergen  County,  New
     Jersey, USA.

21.  Bodyguard  and  Acrobat  hereby  accept  and  agree  to the  terms  of this
     Agreement,  and  acknowledge  receipt  of  this  Agreement.   Both  parties
     understand  and agree that  facsimile  (fax)  signatures  shall  constitute
     original signatures for all purposes relating to this Agreement, if used.


IN WITNESS THEREOF, the parties hereto have executed this agreement the day and
year first above written.



Bodyguard Records.com, Inc.                    Acrobat Music & Media Limited



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Signature                                      Signature




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Print Name & Title                             Print Name & Title