LOAN AGREEMENT (the  "Agreement")  made this 20th day of June,  2002 by and
between Bodyguard Records.com, Inc., a privately owned Delaware corporation with
principal  offices  at  138  Fulton  Street,  New  York,  New  York  10038  (the
"Borrower") and James T. Patten, with an office at P.O. Box 682,  Bernardsville,
NJ  07924  (the  "Lender").   The  Lender  and/or  the  Borrower  are  sometimes
hereinafter  individually  referred  to as a  "Party"  or  collectively  as  the
"Parties".

                              W I T N E S S E T H:

WHEREAS, the Borrower desires to borrow the sum of $10,000 from the Lender; and

WHEREAS,  the Lender is willing to lend $10,000 to the Borrower on the terms and
subject to the conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the representations,  warranties,  covenants
and  agreements  herein  contained,  the receipt and adequacy of which is hereby
acknowledged and accepted, the Parties hereby agree as follows:

1. TERMS OF THE LOAN.

1.1  The Loan.  The Lender  hereby  covenants and agrees to lend to the Borrower
     and the  Borrower  hereby  accepts  from the Lender the sum of Ten Thousand
     ($10,000) Dollars (the "Loan"). The full principal amount of the Loan shall
     be due and payable at the  offices of the Holder on the 60th day  following
     the  execution  of this  Agreement  (the  "Due  Date").  The Loan  shall be
     evidenced  by a  Promissory  Note  bearing  interest at the rate of 12% per
     annum,  in the form annexed hereto as Exhibit "A" (hereby  incorporated  by
     reference)  duly  executed by the  Borrower,  and  delivered  to the Lender
     simultaneously with the execution of this Agreement (the "Note").

1.2  Closing.  The closing of the  transaction  memorialized  by this  Agreement
     shall take place  simultaneously  with the  execution  and delivery of this
     Agreement and the Note, and the Lender's  delivery of the Loan proceeds via
     Federal wire transfer or such other manner as shall be mutually agreed upon
     (the "Closing").

1.3  Transfer  of the  Note.  The  Note may not be sold,  assigned,  pledged  or
     hypothecated  by the  Lender  without  the  prior  written  consent  of the
     Borrower, which consent shall not be unreasonably withheld.

1.4  Prepayment.  The  Borrower  shall  have the right to prepay the Loan at any
     time without penalty.

2. REPRESENTATIONS AND WARRANTIES OF THE BORROWER.

The Borrower hereby represent and warrant to the Lender as follows:

2.1  Valid  Existence.  The Borrower is a corporation  duly  organized,  validly
     existing under the laws of the State of Delaware;

2.2  Authority.  All  corporate  action  required to be taken by the Borrower to
authorize  and  execute  this  Agreement  has been taken  prior to the  delivery
hereof.  When executed and  delivered to the Lender,  this  Agreement  will be a
binding obligation of the Borrower enforceable in accordance with its terms; and

2.3 No Brokers.  Neither the  Borrower  nor any of its  affiliates  has engaged,
consented to or authorized any broker, finder,  investment banker or other third
party to act on his  behalf,  directly or  indirectly,  in  connection  with the
transactions  contemplated by this Agreement;  and hereby  indemnifies and holds
the  Lender  harmless  against  any  lability  arising  out  of a  claim  by any
individual, firm or entity as a finder.

3. REPRESENTATIONS AND WARRANTIES OF THE LENDER

The Lender hereby represents and warrants as follows:

3.1  No Breach.  The Lender has the full power and  authority to enter into this
     Agreement  and to  carry  out the  transaction  contemplated  hereby.  This
     Agreement  will  be a  binding  obligation  of the  Lender  enforceable  in
     accordance with its terms;

3.2  Access to Records.  Lender and/or his representatives have been offered the
     opportunity  by the  Borrower  to examine and make copies of such books and
     records of the  Borrower  and to ask such  questions of the Borrower as the
     Lender  deems  necessary  to satisfy  any due  diligence  obligations  with
     respect to the Agreement or the Note; and

3.4  No  Brokers.  Neither  the Lender nor any of his  affiliates  has  engaged,
     consented to or authorized any broker,  finder,  investment banker or other
     third party to act on his behalf,  directly or  indirectly,  in  connection
     with  the   transactions   contemplated  by  this  Agreement;   and  hereby
     indemnifies and holds the Borrower  harmless  against any lability  arising
     out of a claim by any individual, firm or entity as a finder.

4. DEFAULT: RIGHTS AND REMEDIES ON DEFAULT

4.1  Default.  The  occurrence of any one or more of the following  events shall
     constitute a Default;

     (a)  The Borrower's failure to repay the Loan as provided herein; or

     (b)  A  petition  in  bankruptcy  is  filed  against  the  Borrower  or any
          guarantor of its  liabilities;  the Borrower or any guarantor makes an
          authorized assignment for the benefit of its creditors; or a receiver,
          receiver-manager or trustee for the Borrower is appointed; or

     (c)  A notice of lien,  levy or  assessment is filed of record with respect
          to all or any  substantial  portion  of the  Borrower's  assets by the
          United States, or by any state, county, municipal, provincial, federal
          or other government  agency, or any taxes or debts owing to any of the
          foregoing become a lien or encumbrance upon the Borrower's  assets and
          such lien or encumbrance is not released within thirty (30) days after
          its creation; or

     (d)  Judgement is rendered  against the  Borrower on an uninsured  claim of
          $100,000 or more and the Borrower  fails to commence an appeal of such
          judgement within the applicable appeal period; or

     (e)  A  material  breach  of  any  of the  representations  and  warranties
          contained in this Agreement.

5. CONDITIONS TO CLOSING

5.1  Conditions to the  Obligations of the Lender . The obligation of the Lender
     to make the Loan  shall be  subject to the  satisfaction  of the  following
     condition which the Borrower hereby covenants to perform on or prior to the
     Closing:

          (a)  The execution and delivery to the Lender of the Agreement and the
               Note; and

5.2  Conditions  to the  Obligations  of the  Borrower.  The  obligation  of the
     Borrower to execute and perform  this  Agreement,  to issue and deliver the
     Note to the Lender at the Closing shall be subject to the  satisfaction  of
     the following condition:

          (a)  The receipt of Loan  proceeds of $10,000  payable by Federal wire
               transfer, certified,  cashier's or bank check to the order of the
               Borrower.

6. TERMINATION

6.1  Termination. This Agreement may be terminated:

     (a)  At any time prior to the Closing by mutual agreement in writing of the
          Borrower and the Lender; and/or

     (b)  At any time after June 30,  2002,  by either  Party if the Closing has
          not previously taken place; or

     (c)  Upon the  Default  of  either  Party,  the  non-defaulting  Party  may
          terminate this Agreement.

6.2  Effect of  Termination.  In the event of the  termination of this Agreement
     pursuant to Section 6.1, this Agreement  shall  thereafter  become void and
     have no effect, and no Party shall have any liability to the other Party in
     respect  thereof,  except that  nothing  herein will relieve any Party from
     liability  for  any  breach  of  any of  its  representations,  warranties,
     covenants  or  agreements   contained  in  this  Agreement  prior  to  such
     termination.

7. MISCELLANEOUS

7.1  Expenses.  Regardless of whether or not the transaction contemplated herein
     is  consummated,  each Party shall promptly pay and be responsible  for all
     costs and expenses  incurred by them in connection  with this Agreement and
     the transaction contemplated hereby.

7.2  Amendment.  This  Agreement  may not be amended  except by an instrument in
     writing signed on behalf of each of the Parties hereto.

7.3  Waiver. At any time prior to the Closing, the Parties hereto, may mutually:
     (i)  extend  the time for the  performance  of any  Party;  (ii)  waive any
     inaccuracies in the representations  and warranties  contained herein or in
     any document delivered pursuant hereto; and (iii) waive compliance with any
     of the agreements or conditions  contained herein. Any agreement  providing
     for an extension or waiver shall be valid if set forth in an  instrument in
     writing  signed by the  Parties.  The  failure of any Party to insist  upon
     strict  performance of any of the provisions of this Agreement shall not be
     construed  as a waiver of any  subsequent  default  of the same or  similar
     nature or of any of provision, term, condition,  warranty or representation
     contained herein.

7.4  Binding  Effect.  All of the terms and provisions of the Agreement shall be
     binding upon and inure to the benefit of and be  enforceable by and against
     the   respective   heirs,   representatives,   executors,   administrators,
     successors and assigns of the Parties.

7.5  Entire  Agreement.  Each of the  Parties  covenants  that  this  Agreement,
     including  the  attached  Exhibit  "A", is intended to and does contain and
     embody herein all of the  understandings  and agreements,  both written and
     oral, of the Parties.

7.6  Governing Law. This Agreement  shall be governed by and  interpreted  under
     and construed in all respects in  accordance  with the laws of the State of
     New York irrespective of the place of domicile or residence of any Party.

7.7  Arbitration.  The Parties agree that in the event of a controversy  arising
     out of the  interpretation,  construction,  performance  or  breach  of the
     Agreement,  any and all claims arising out of or relating to this Agreement
     shall be settled by  arbitration  according to the  Commercial  Arbitration
     Rules of the American  Arbitration  Association  located in the City of New
     York before a single  arbitrator.  The decision of the  arbitrator  will be
     enforceable in any court of competent  jurisdiction.  The Parties agree and
     consent that service of process in any such arbitration  proceeding outside
     the City of New York shall be  tantamount  to service in person within City
     of New  York  and  shall  confer  personal  jurisdiction  on  the  American
     Arbitration Association. In resolving all disputes between the Parties, the
     arbitrator  will apply the law of the State of New York. The arbitrator is,
     by this  Agreement,  directed to conduct the  arbitration  hearing no later
     than three (3) months from the service of the statement of claim and demand
     for arbitration  unless good cause is shown  establishing  that the hearing
     cannot fairly and practically be so convened.  The arbitrators will resolve
     any discovery  disputes by such  pre-hearing  conferences as may be needed.
     All Parties hereby agree and consent that the arbitrator and any counsel of
     record  to the  proceeding  will  have the  power of  subpoena  process  as
     provided by law.  Notwithstanding the foregoing, if a dispute arises out of
     or related to this Agreement,  or the breach thereof,  before  resorting to
     arbitration  the  Parties  agree  first to try in good  faith to settle the
     dispute by mediation  under the Commercial  Mediation Rules of the American
     Arbitration Association.

7.8  Originals.  This Agreement may be executed in counterparts each of which so
     executed  shall be  deemed  an  original  and  constitute  one and the same
     agreement.

7.9  Addresses  of the  Parties.  Each  Party  shall at all times keep the other
     Party informed of its residence or principal place of business if different
     from that  stated  herein,  and  promptly  notify the other of any  change,
     giving the address for that Party.

7.10.Notices.  Unless  otherwise  specifically  provided  for  elsewhere in this
     Agreement,  any  notices  and  other  communications  required  to be given
     pursuant to this Agreement  shall be in writing and shall be effective when
     delivered by hand or upon receipt if sent by mail  (registered or certified
     mail,  postage  prepared,  return receipt  requested) or overnight  package
     delivery  service or upon  transmission if sent by telex or facsimile (with
     request   for   confirmation   of  receipt  in  a  manner   customary   for
     communications of such respective type),  except that if notice is received
     by telex or facsimile  after 5:00 P.M.  local time on a business day at the
     place of receipt, it shall be effective as of the following business day.

IN WITNESS WHEREOF,  each of the Parties has executed this Agreement on the date
first written above.

Bodyguard Records.com, Inc.


By: /s/John Rollo
   ----------------------
   John Rollo, President



James T. Patten


                                   EXHIBIT "A"

                                 PROMISSORY NOTE

$10,000                                                           June 20, 2002

     FOR VALUE RECEIVED, Bodyguard Records.com, Inc., a privately owned Delaware
corporation  with  principal  offices at 138 Fulton  Street,  New York, New York
10038  (hereinafter  referred to as the "Maker") promises to pay to the order of
James  T.  Patten,  with an  office  at P.O.  Box 682,  Bernardsville,  NJ 07924
(hereinafter referred to as the "Holder"), in lawful money of the United States,
the principal sum of Ten Thousand and 00/100 ($10,000)  Dollars with interest at
the rate of twelve  (12%)  percent  per annum and payable in one lump sum on the
Due Date (as that term is hereinafter  defined).  The full  principal  amount of
this note (the "Note")  together with any and all accrued interest due hereunder
shall be due and payable at the offices of the Holder on the 60th day  following
the execution of this Note (the "Due Date").

1.   Events of Default. If one or more of the following events shall occur:

(a)  The Maker shall fail to pay the  principal and interest due under this Note
     and such failure to pay shall  continue for a period of ten (10) days after
     notice of such failure has been received by Maker from Holder;

(b)  The making of a general assignment by Maker for the benefit of creditors;

(c)  The filing of any  petition or the  commencement  of any  proceeding  by or
     against the Maker for any relief under any  bankruptcy,  or insolvency laws
     or any laws related to the relief of debtors, readjustment of indebtedness,
     reorganizations, compositions or extensions;

(d)  The  appointment  of a receiver  of or the  issuance of making of a writ or
     order of attachment or garnishment  against,  a majority of the property or
     assets of the Maker; or

(e)  A judgment is rendered  against the Maker on an uninsured claim of $100,000
     or more and the Maker fails to commence an appeal of such  judgment  within
     the applicable appeal period;

then and in such  event (an  "Event of  Default"),  Maker will be deemed to have
defaulted  under this Note and Holder may,  on written  notice,  accelerate  all
payments due under this Note.

2.   Waiver of  Presentment,  Etc. Maker hereby waives  presentment for payment,
     demand,  notice of non-payment and dishonor,  protest and notice of protest
     and waives  trial by jury in any action or  proceeding  arising on, out of,
     under or by reason of this Note. The rights and remedies of Holder shall be
     deemed  cumulative  and the  exercise  of any right or remedy  shall not be
     regarded as barring any other remedy or remedies.  The  institution  of any
     action or recovery any portion of the  indebtedness  evidenced by this Note
     shall not be deemed a waiver of any other right of Holder.

3.   Notices.  Any notice  required or contemplated by this Note shall be deemed
     sufficiently  given  when  delivered  in  person or sent by  registered  or
     certified  mail or  priority  overnight  package  delivery  service  to the
     principal  office of the party  entitled to notice or at such other address
     as the same may designate in a notice for that  purpose.  All notices shall
     be deemed to have been made upon  receipt,  in the case of mail or personal
     delivery,  or on the next business  day, in the case of priority  overnight
     package delivery service.

4.   Non-Assignability.  This  Note  may  not  be  sold,  assigned,  pledged  or
     hypothecated by the Holder without the written consent of the Maker,  which
     consent shall not be unreasonably withheld.

5.   Headings. The headings in this Note are solely for convenience of reference
     and shall not affect its interpretation.

6.   Laws of the  State of New  York.  This  Note  shall be  deemed  to be made,
     executed and delivered in, governed by and interpreted  under and construed
     in all  respects  in  accordance  with the laws of the  State of New  York,
     irrespective  of the place of  domicile  or  residence  of the Maker or the
     Holder.  In the event of  controversy  arising  out of the  interpretation,
     construction,  performance or breach of this Note, the Maker and the Holder
     hereby agree and consent that the same shall be settled by  arbitration  in
     accordance with the provisions of Section 7.7 of the written loan agreement
     of even date  herewith  between the Maker and the Holder to which this Note
     is attached as an exhibit.

Bodyguard Records.com, Inc.


By: /s/John Rollo
   ----------------------
   John Rollo, President