ARTIST RECORDING AGREEMENT


    AGREEMENT  made  this  26th  day  of  September,   2000,  between  Bodyguard
Records.com,  Inc., a Delaware  corporation with an office at 138 Fulton Street,
New York, New York 10038 (herein called "Company") and June  individually  known
as Neil Steinke,  John Zadeh,  Gary Bonneau and William McGonagle (herein called
"Artist")  for the  tendering  of  personal  services  in  connection  with  the
production of Commercial  Sound  Records.  The Artist's  obligations  under this
Agreement are joint and several. All references to "Artist" includes all members
of the group inclusively and each member individually, unless specified.

1.   The Agreement

The Company hereby engages Artist's  exclusive  personal services as a recording
artist in connection with the production of commercial sound recordings.  Artist
hereby accepts such  engagement  and agrees to render such services  exclusively
for Company during the term hereof and all extensions and renewals.  "Commercial
sound recordings" "record(s)" or "album(s)" will be defined in this Agreement as
compact discs,  cassettes, or any other pre-recorded music technology now known,
or not yet known.

2.   Term and Scope

The Term of this  Agreement  shall be for the  commercial  release of an initial
album featuring ten (10) songs. Artist grants Company two (2) additional options
to release a second & third  record if Company so  desires.  Each  option may be
exercised, if at all, by Company's giving Artist written notice of such exercise
within twelve (12) months from the date the proceeding  record was  commercially
released. The Scope of this Agreement is the Universe.

3.   Release Information

The Company  promises to manufacture  and release the initial album on or before
December 31,  2001.  The record may be released for sale to the public in one of
two  ways;  A)  An  "Internet  only"  release  via  digital  downloads  or  B) A
"Traditional" Compact Discs release, along with Internet digital downloads. This
decision  will be made solely by the Company.  Either method of release would be
supported with promotion and marketing campaigns.

4.   Recording & Exclusivity

During the term of this Agreement,  Artist will, at mutually  convenient  times,
come to and  perform  at the  Company's  recording  studios  for the  purpose of
recording songs. During the term of this Agreement, Artist will not perform, for
the purpose of making  records,  for anyone other than Company.  Artist will not
authorize or permit the use of Artist's name, likeness,  or other identification


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for the purpose of distributing, selling, advertising, or exploiting records for
anyone other than Bodyguard Records.com. Furthermore, Artist shall make no other
new sound  recording  available  to the public in its  entirety via the Internet
either as a free  Download or via  Streaming  without  Company's  prior  written
consent.

5.   Rights Of The Company

In  consideration  of this Agreement and without  further payment than as herein
provided for yourself,  you grant to the Company,  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 world,
or to  refrain  therefrom,  throughout  the world or any part  thereof,  records
embodying  the  performances  to be  recorded  hereunder,  upon  such  terms and
conditions  as the  Company  may  approve;  (2) the  right to use your  name and
photograph if desired, in connection with the exploitation of said records;  and
(3) all rights in and to the master tapes and  records,  and the use and control
thereof, upon which are reproduced the performances to be recorded hereunder.

6.   Artist Royalties / Traditional Compact Discs

The Company will pay the Artist for the rights  granted  herein and the services
to be  rendered  hereunder  by Artist a royalty of one dollar & fifty cents U.S.
($1.50) for each Traditional,  Compact Disc manufactured and Sold throughout the
world by the Company or its associates or  subsidiaries,  after  recoupment,  as
defined in this  Agreement.  As used  herein the term  "Sold" will be defined as
"payment has been received by Company and Company's  account has been credited."
The following shall apply:

     This royalty  shall  increase to Two Dollars  U.S.  ($2.00) for each record
     sold over 100,000 units, beginning with unit 100,001;

     This royalty shall increase to Two Dollars & Twenty-Five  Cents U.S. $2.25)
     for each record sold over 200,000 units, beginning with unit 200,001;

     This royalty shall  increase to Two Dollars & Fifty Cents U.S.  ($2.50) for
     each record sold over 300,000 units, beginning with unit 300,001; and

     For  each  record  that  Artist   sells   directly  to  consumers  at  live
     performances, Artist will receive Three Dollars U.S. ($3.00).

7.   Artist Royalties / Derived From Consumer Paid Digital Downloads

The Company will pay the Artist for the rights  granted  herein and the services
to be rendered  hereunder by Artist a royalty of One Dollar  (U.S.)  ($1.00) for
each whole,  complete album Sold via Internet Digital  Download,  throughout the
world by the Company or its associates or  subsidiaries,  after  recoupment,  as
defined in this Agreement.  "Sold" will be defined as "payment has been received
by Company and Company's account has been credited."



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     This royalty shall increase to One Dollar & Twenty-Five  Cents U.S. ($1.25)
     for each digital  download  sold over 100,000  units,  beginning  with unit
     100,001; and

     This royalty shall increase to One Dollar and Fifty Cents U.S.  ($1.50) for
     each digital download sold over 200,000 units, beginning with unit 200,001.

8.  Free Downloads

The  Company may at some  point,  elect to allow  consumers  an  opportunity  to
digitally  download  one song by the Artist for free,  as part of a  promotional
campaign.  No  compensation  shall  be  paid to  Artist  for  any  free  digital
downloads.  DigitaPhono  recordrd 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  in its  entirety  from  a web  site
directly over the Internet, to the home computer of a consumer.

9.   Mechanical Royalties

The royalty paid to Artist after recoupment shall be inclusive of any mechanical
royalties and any other fees to which artist may be entitled.  Royalties  earned
by the Artist via traditional compact disc sales or via Digital Download will be
"all in" and will include any mechanical royalties. The royalty scale covered in
Clauses Six and Seven of this  Agreement  shall be deemed to have  satisfied any
mechanical license fee obligations.

10.  Recoupment

Recoupment will be defined in this Agreement as meaning that the Company is paid
back (reimbursed) for any expenses incurred on behalf of the Artist.  Recoupable
items will be defined in Clause 16 of this Agreement.

11.  Music Publishing

Company and Artist shall negotiate in good faith a separate Agreement  regarding
Music Publishing.

12.  Video Tape and DVD Releases

If Company should choose to film,  manufacture  and  commercially  release a VHS
video tape,  DVD, or other  audio/visual  medium now known or not yet known,  of
Artist,  Artist will be paid a royalty of Three  Dollars  U.S.  ($2.50) for each
unit manufactured and sold throughout the world by the Company or its associates
or subsidiaries.

13.  Foreign Royalties

All royalties  earned from foreign  markets outside of the U.S. will be computed
in the  national  currency of the country to which the retail  selling  price so


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elected applies, and will be paid to Artist in U.S. currency at the same rate of
exchange as Company is paid.

14.   Royalty Exemptions

No  royalties  will be paid to  Artist on  records  given  away for  promotional
purposes to fan club contest winners, disc jockeys, magazines, newspapers, radio
stations  and  television  outlets,  etc.  Furthermore,  Artist will not receive
royalties  on any  records  that are  returned  from a  distributor  or that are
damaged in shipping, and no longer deemed fit for sale to the public.

15.   Payment of Royalties

Payment of accrued royalties shall be made semi-annually  within sixty (60) days
after the first day of June and December.  The Company,  however, shall have the
right to deduct from the amount of any statements, or accounts of royalties due,
the  amount of  royalties  previously  paid to Artist for  records  subsequently
returned,  (either as  defective  or on an exchange  proposition.)  Furthermore,
royalties will not be paid to Artist until the Company has been fully  recouped.
In this  Agreement,  "recoup"  will  again be  defined  as "paid  back"  for all
expenditures that were incurred on behalf of Artist. Company will provide Artist
with a detailed schedule of all recoupable costs.

16.   Recoupable Expenses

Recoupable expenses are, without limitation,  one-hundred percent (100%) of: (i)
recording studio time,  (which will be billed at fifty ($50.00) dollars per hour
for  recording,  mixing and remixing  time),  mastering  services,  compact disc
manufacturing,  engineering fees, graphic design, photography,  advances, salary
or  financial  compensation  of any  kind;  and (ii) as well as  food,  fuel and
accommodation  expenses during promotional  appearances and touring,  and 50% of
the cost of a  promotional  video & cable  television  commercial,  (if  Company
elects to film a promotional video and/or cable television  commercial.) Company
will  choose,  hire and pay the  producer,  the  recording  studio  and  session
musicians (if applicable.)

17.  Objections To a Royalty Statement

If Artist  objects to a particular  royalty  statement,  Artist may, at any time
within one (1) year after the royalty  statement is submitted to Artist,  notify
Company in writing,  via U.S.  Mail of Artist's  intentions to examine the books
and records of Company.  Artist must inform Company  specifically  what is being
questioned.  Artist  may  hire  at his or her own  expense  a  Certified  Public
Accountant to assist in the auditing process. The examination will take place at
the Company's office,  during regular business hours, within thirty (30) days of
receiving  the request from  Artist.  Company will present the books and records
which are  necessary  to verify the accuracy of the  information  in the royalty
statement  that  Artist is  questioning.  Company  shall have no  obligation  to
produce  said books and records  more than once with  respect to each  statement
rendered to Artist, nor more than once in any calendar year.



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18.  Artist's Obligations, Etc.

The Artist  hereby  warrants  that  Artist  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.  The
Artist  also  warrants  that  Artist  is under  no  disability,  restriction  or
prohibition with respect to Artist's right to execute this Agreement.

19.  Additional Warranties

The Artist also hereby warrants:

     A.   That no materials submitted by Artist 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  Master  Sound   Recording  was  not  recorded   within  the
          jurisdiction of any collective bargaining agreement, including without
          limitation,  the American  Federation  of  Musicians  and the American
          Federation of Television  and Radio  Artists,  and if recorded  within
          such jurisdiction, Artist shall be responsible for all Union Agreement
          mandated fees  resulting  from the recording or uses  permitted to the
          Company under this Agreement;

     C.   That the use of Artist's name(s), likenesses and biographies shall not
          infringe upon the rights of any person or entity,  and that Artist has
          conducted or caused to be conducted a professional trademark search to
          ensure the availability of the name(s); and

     D.   Artist shall be solely  responsible  for all royalties  payable to any
          outside songwriters and/or outside music publishers whose material may
          be  recorded by Artist and  released  by Company.  (If the Artist uses
          material written by outside songwriters);

20.   Rights and Ownership Regarding The Master Tapes

Artist  acknowledges that Company is the sole and exclusive owner of all Masters
Tapes. Said ownership entitles Company among other things to:

     A.   The  exclusive  and  ownership  of all  duplicates  of the masters and
          records  manufactured  therefrom  and the right to use and control the
          same and the performances embodied therein;

     B.   The exclusive right  throughout the world to  manufacture,  advertise,
          sell, lease, license, synchronize with any medium, or otherwise use or


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          dispose of masters and compact  discs  manufactured  from or embodying
          all or any  part  of  the  contents  of  the  masters,  or to  refrain
          therefrom, in any and all fields of use throughout the world upon such
          terms and  conditions as Company may  determine,  including the use of
          the songs in audio or audiovisual  commercial  advertisements,  motion
          picture films, television,  radio or to synchronize with visual images
          in any form and by any method now or hereafter known.;

     C.   The perpetual 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 Artist
          and all of the  performers who recorded the masters,  for  advertising
          and trade purposes in connection with the sale and exploitation of the
          masters and compact  discs  produced  from the masters,  or to refrain
          therefrom;

     D.   The right to release records  manufactured  from the masters under the
          name of Bodyguard  Records.com or any other such trade name or mark as
          Company may elect. Artist also understands that the Company may Assign
          this  Agreement to another Party,  without  needing the consent of the
          Artist.  The Artist however  cannot assign its rights and  obligations
          under this Agreement to another Party;

     E.   The right to sell and exploit records manufactured from the masters on
          which  performances  by other  artists are coupled and to sell compact
          discs  manufactured  from the  masters  in  albums,  which  albums may
          contain pictures,  prose and verse and records embodying  performances
          of other artists;

     F.   Company's  ownership  and rights  with  respect to the  masters  shall
          extend to all tapes and other physical devices embodying  performances
          made  at  recording  sessions  held  pursuant  to the  terms  of  this
          Agreement;

     G.   Company  shall have the exclusive  right to use and license  others to
          use any artwork  created by Company in connection  with compact discs,
          singles  and  twelve  inch (12")  singles  manufactured  from  masters
          delivered hereunder in connection with merchandise of any sort;

     H.   Company shall have the  unlimited,  exclusive  rights,  throughout the
          universe 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; and

     I.   Company hereby declares  ownership of the Sound Recording  copyrights.
          This is to be  distinguished  from the  copyrights  in the  underlying


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          musical compositions recorded by the Artist. Artist shall at all times
          retain  the  ownership  of  the   Copyrights  in  the  named  original
          compositions,  as  embodied  in the above  Master  Sound  Recording(s)
          contemplated in this Agreement.

21.  Artist Merchandise

Company shall also have the exclusive right to use and license others to use any
other  materials  created by or furnished by Company and any materials paid for,
in whole or in part, by Company,  in connection  with Artist  Merchandise of any
sort.  Company  shall pay to Artist  fifty  (50%)  percent  of all net  receipts
received by Company in respect of any such  merchandise  uses. (Such as the sale
of  T-Shirts,  tour books,  hats,  keychains,  posters,  jackets,  etc.) As used
herein,  net receipts  shall mean gross  receipts less all expenses  incurred by
Company in connection  therewith and any third party payments,  such as payments
to copyright proprietors, vendors, manufacturers and/or distributors.

22.  Artist Availability To Company

From  time  to  time  at  Company's  request,  and at a time  that  is  mutually
acceptable by both Parties, Company shall cause Artist to:

     A.   Appear for photography, artwork and similar reasons;

     B.   Appear for interviews with representatives from newspapers, magazines,
          radio stations, etc;

     C.   Confer  and  consult  with  Company  regarding  Artist's  performances
          hereunder  and other  matters  which may concern  the parties  hereto.
          Artist will also be available  for personal  appearances  on radio and
          television and elsewhere, and to record interviews, spot announcements
          and  trailers,   all  for  the  purpose  of  advertising,   promoting,
          publicizing  and  exploiting  compact  discs  hereunder  and for other
          general  public  relations  and  promotional  purposes  related to the
          record business of Company, or its subsidiary and related companies;

     D.   Artist shall not be entitled to any compensation from Company for such
          services,  other than  reasonable  and fair  travel and  accommodation
          reimbursement. These expenses must be approved by Company, in writing,
          prior to the promotional appearance;

     E.   Artist shall  perform live at London  Underground  Studio in New York,
          and  hereby  grants to  Company  the  permission  to record  said live
          performance  for  use on  the  Company's  web  site,  and in  Artist's
          promotional  campaign  as  well.  Artist  will  also  film a one  hour
          Interview  at that time for  similar  purposes.  The time and date for
          this live  performance  and interview will be mutually  agreed upon by
          both Parties,  with neither Party acting unreasonably in the selection
          of a time and date; and



<PAGE>

     F.   Artist will also  participate in one or two Internet  "Chats" per year
          with  visitors  to the  Company's  web site or via a  designated  chat
          partner.  Each "chat"  session shall not be more than one (2) hours in
          duration. The time and date for the chats will be mutually agreed upon
          by  both  Parties,  with  neither  Party  acting  unreasonably  in the
          selection of a time and date.

23.   Artist Impairment

If Artist's  ability to perform as vocalists or musicians  should be  materially
impaired,  or if Company or Artist should fail, refuse or neglect to comply with
any of their  respective  obligations  hereunder,  then,  and in addition to any
other rights or remedies which Company may have,  Company may elect to terminate
this  Agreement  by notice in  writing  and shall  thereby  be  relieved  of any
liability.

24.   Continuing Rights

No termination of this Agreement (whether by Artist or Company) shall in any way
limit or curtail any of Company's rights, title, interest or privileges to or in
connection  with any of the results and  proceeds  of the  Company's  and/or the
Artist's  endeavors  under this  Agreement,  or any rights or  privileges of the
Company which continue after the term of this Agreement.

25.  Refusal Or Failure Of The Artist

If any member of Artist  refuses,  neglects  or fails to perform  with the other
member(s)  of Artist  hereunder,  Company  may,  by notice in writing to Artist,
terminate  the term of this  Agreement  or the  engagement  of the  member(s) of
Artist who so refuses,  neglects or fails to perform.  The  member(s)  of Artist
whose engagement is terminated shall not use the Artist's  professional  name in
any commercial,  musical or artistic endeavor.  Artist's professional name shall
be and remain the property of the  member(s) of Artist whose  engagement  is not
terminated.  Any  person(s)engaged  to replace  the  member(s)  of Artist  whose
engagement is terminated must be mutually agreed upon by Company and Artist.  If
such agreement cannot be reached,  Company may thereafter  terminate the term of
this Agreement by notice in writing via U.S. Mail.

26.  Leaving Member

If any  member  ceases  to be a member  of  Artist  ("Leaving  Member")  then in
addition  to all of its other  rights and  remedies,  Company  may, by notice in
writing to "Leaving  Member" elect to require the "Leaving Member" to record for
Company  individually  upon the same  terms  and  conditions  set  forth in this
Agreement,  including without limitation the remaining minimum number of compact
discs to be recorded.



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27.  Sampling

No Sampling.  Artist agrees that the Master Sound Recording shall not be made by
or include any Sampling.  ("Sampling"  will be defined in this  Agreement as the
use and reproduction of any pre-existing musical material.)

28.  Synchronization Licenses

Artist hereby authorizes Company to acts as Artist's representation to negotiate
on Artist's  behalf  synchronization  licenses of Artist's songs covered by this
Agreement for use in film and  television.  Company shall use good faith efforts
when negotiating each third party film or television license deal to ensure that
synchronization  license fees obtained on Artist's  behalf shall be, at minimum,
equal to those obtained for the master use license.

29.  Injunctive Relief

In this Agreement,  Artist acknowledges and agrees that Artist's services in the
music industry are of a special, unique, unusual, extraordinary and intellectual
character  which  gives  them a  peculiar  value,  the loss of which  cannot  be
reasonably or adequately compensated for in damages in an action at law and that
a breach of Artist's  obligations  under this Agreement  will cause  irreparable
injury and damage to Company,  entitling  Company to  injunctive  and seek other
equitable relief.

30.   Indemnification

Artist agrees to indemnify Company against,  and hold Company harmless from, any
and all  claims,  liabilities,  causes of action,  damages,  expenses,  costs of
defenses (including  reasonable  attorney's fees and court costs.) Artist agrees
that  Company may  withhold  money  otherwise  due Artist  hereunder  in amounts
reasonably related to such claim(s) until such time as such claim(s) are reduced
to a  final  judgment  by a  court  of  competent  jurisdiction  or are  settled
privately between the Parties.

31.  Independent Contractor

The relationship between Company and Artist 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. This Agreement is made for the sole benefit and protection of the parties
hereto and not for the benefit of any third party. No person not a party to this
Agreement shall have any right of action hereunder.

32.   Material Breach & Assignment

No failure by Company to  perform  any of its  material  obligations  under this
Agreement  shall be deemed a material  breach of this Agreement until Artist has
given  Company  written  notice  of such  breach  and such  breach  has not been


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corrected  within sixty (60) days after the giving of such  notice.  Company may
assign this Agreement or any part hereof,  or any rights hereunder to any person
or company.  Artist may not assign this Agreement or any rights hereunder to any
person or other entity whatsoever.

33.   Agreement Becomes Binding

If adequate  Investment Funds are not secured by Bodyguard  Records.com to fully
implement its Business Plan and Marketing Campaigns by December 31, 2001, Artist
will no longer be bound under this Agreement.  At Artist's  discretion,  a three
(3) month extension of this  contingency  clause may be agreed to in writing and
must be signed by both parties.  If Artist elects to terminate this Agreement on
December  31,  2001,  (if  adequate  funding  was not secured by then,) then any
Master tapes recorded while under contract with Company will remain the property
of Company.  Artist would have the option of  purchasing  said Master tapes from
Company for Ten Thousand dollars U.S. ($10,000) with no further  compensation to
the Company.  Once the $10,000 is paid to the Company, the Master Tapes would be
transferred to the Artist).

34.   Removal Of Contingency

Once the contingency set forth in Clause 33 is removed (i.e.,  Investment  funds
necessary to fully  implement  its Business  Plan and  Marketing  Campaigns  are
secured)  Artist  will  be  notified  in  writing.  The  parties  will  sign  an
acknowledgment  letter and attach it hereto as Exhibit "A" -  representing  that
the  contingency  has been  removed.  Said  document  will  then  eliminate  the
potential "Escape Clause" granted in Clause 33 of this Agreement.

35.   Release From Roster

If Artist does not sell  ten-thousand  (10,000)  compact  discs  and/or  digital
downloads  within  six (6)  months  from the date said  record  is  commercially
released,  Company  has the option to release  Artist from this  Agreement,  and
"drop" Artist from the Company  roster.  Company also has the option to continue
marketing and promoting the Artist for a longer period if Company so desires.

36.  New Jersey Law / Prevailing Party

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.  Should either Party  institute legal suit
or action for  enforcement of any obligation  contained in the Agreement,  it is
agreed that the Venue of such suit or action shall be in the County of Monmouth,
State of New  Jersey.  The  prevailing  Party in any suit or action  between the
Parties regarding the Terms of this Agreement, will be entitled to reimbursement
of all reasonable attorney's fees and court costs from the non-prevailing Party.
Reimbursement  must  be made  within  thirty  (30)  days  of the  dispute  being
resolved,   either   between  the  Parties  or  through  a  court  of  competent
jurisdiction.



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37.  Limitation Of Liability

Except as set forth in Clause 30  regarding  Indemnification,  in no event shall
either   Party  be  liable  to  other  the  other  Party  for  any   incidental,
consequential,  special,  or punitive damages arising out of this Agreement,  or
its termination,  whether a liability is asserted in contract or tort (including
negligence and strict product  liability) and irrespective of whether such Party
has been advised of the possibility of any such loss or damage.

38.  Disclaimer

Company  provides all services on a "Best Efforts"  basis.  The Company makes no
warranties with respect to the performance of the services,  express or implied,
and Company expressly disclaims all other warranties,  including but not limited
to the implied warranties of non-infringement, merchantability and fitness for a
particular purpose.  Artist understands that Company is a new independent record
company with limited financial resources.  The Artist's expectations must remain
aware of those limitations.

39.  Notices

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 by overnight courier. Notices shall be sent to the Parties at
the address set forth in the signature block below.

40.  This Document is the Entire Agreement

The terms set forth in this Agreement  constitute the entire  Agreement  between
Company and Artist.  All prior  negotiations  and  understandings  being  merged
herein.  Company represents that no person acting or purporting to act on behalf
of Company  has made any  promises  or  representations  upon  which  Artist has
relied,  except those expressly found herein. This Agreement may only be altered
by a written instrument executed by both Company and Artist. Upon the expiration
or termination of this Agreement,  the following Clauses of this Agreement shall
survive expiration or termination: 30, 31,32, 36, 37, 38, 39, 40, 41.

41.   Acceptance of Terms

 Company and Artist 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.



<PAGE>

WHEREFORE the parties have executed this  Agreement as of the day and year first
above written.

ACCEPTED AND AGREED TO:


/S/ Eugene Foley
----------------
For The Company

/S/ Neil Steinke
----------------
Artist

/S/ John Zadeh
--------------------------------------------
Artist

/S/ Gary Bonneau
----------------
Artist

/S/ William McGonagle
---------------------
Artist