EXHIBIT 10.2


                                 LOAN AGREEMENT


       THIS  LOAN  AGREEMENT  (the  "Agreement")  is made as of the  12th day of
April, 2004, by and between PORTER CAPITAL  CORPORATION,  an Alabama corporation
having an office at 38-A Grove Street, Suite 201, Ridgefield,  Connecticut 06877
(the "Lender"), and PARADISE MUSIC & ENTERTAINMENT, INC., a Delaware corporation
having an office at PMB 300 1630 A 30th  Street,  Boulder,  Colorado  80301 (the
"Borrower").

       WHEREAS,  Borrower has requested Lender to make a loan to Borrower in the
principal amount of $40,000.00;

       WHEREAS, Lender has agreed to make such loan to Borrower,  subject to the
terms and conditions contained herein; and

       NOW, THEREFORE, for good and valuable consideration,  and intending to be
legally bound, the parties agree as follows:

       1.     GENERAL

              1.1    AGREEMENT TO LEND.  Lender  loaned to Borrower and Borrower
borrowed from Lender the principal amount of $40,000.00 (the "Loan"), receipt of
which is hereby acknowledged.

              1.2    PURPOSE OF LOAN AND USE OF FUNDS.  The  purpose of the Loan
is to provide Borrower with additional working capital.

              1.3    THE CLOSING  DATE.  The  closing  date of the Loan shall be
deemed to be April 12, 2004 (the "Closing Date").

              1.4    TERM.  The term of the Loan shall be to April 12, 2007 (the
"Term").

              1.5    THE  NOTE.  The Loan  shall be  evidenced  by that  certain
promissory  note  dated as of the  Closing  Date given by  Borrower  in favor of
Lender in the principal amount of $40,000.00 (the "Note"),  substantially in the
form of EXHIBIT "A" annexed  hereto and made a part hereof.  The Note shall bear
interest at the rate of ten (10%) percent per annum and such  interest  shall be
paid quarterly in arrears.

              1.6    THE SECURITY AGREEMENT.  The payment of the Note is secured
by all of the assets of Borrower  pursuant to that  certain  Security  Agreement
dated as of the Closing Date between Borrower, as debtor, and Lender, as secured
party (the  "Security  Agreement"),  substantially  in the form of  EXHIBIT  "B"
annexed hereto and made a part hereof.

       2.     DELIVERY OF DOCUMENTS. Upon execution of this Agreement,  Borrower
shall  deliver  to  Lender,  in form and  substance  satisfactory  to Lender and
(unless  otherwise  indicated)  each dated as of the Closing Date, the following
(the "Loan Documents"):

<PAGE>


              2.1    The Note.

              2.2    The Security Agreement.

              2.3    Corporate Resolutions of Borrower.

              2.5    Warrant for 500,000  shares of Common  Stock of Borrower at
an exercise price of $0.02 per share.

              2.5    Such additional  instruments,  information and materials as
Lender may reasonably request.

       3.     REPRESENTATION  AND  WARRANTIES.   Borrower  makes  the  following
representations and warranties to Lender, all of which are material and are made
to  induce  Lender to make the Loan,  are true as of the date  hereof  and shall
continue to be true until the Loan is repaid in full.

              3.1    ORGANIZATION OF BORROWER;  AUTHORITY;  POWER, ETC. Borrower
is a corporation duly formed and validly existing under the laws of the State of
Delaware,  and has full power,  legal  capacity and authority to execute each of
the Loan Documents and to perform and observe all of its obligations thereunder.

              3.2    VIOLATION OF OTHER  AGREEMENTS.  The execution and delivery
of the Loan Documents and the  performance and observance of the covenants to be
performed and observed  thereunder do not violate or constitute a default in any
agreement to which Borrower is a party.

              3.3    VALIDITY OF LOAN DOCUMENTS. Upon due execution and delivery
thereof,  the Loan  Documents  shall  constitute  the legal,  valid and  binding
obligations of Borrower,  enforceable  against Borrower in accordance with their
respective  terms,  subject only to bankruptcy and insolvency laws applicable to
creditors  generally  and to  equity  principles  which  may  preclude  specific
performance and other equitable remedies.

              3.4    CHARACTER OF REPRESENTATIONS; SURVIVAL. The representations
and warranties  contained in this  Agreement or in any  certificate or statement
furnished to Lender by Borrower  shall survive the  execution of this  Agreement
and shall not contain any untrue statement of a material fact or omit to state a
material  fact  necessary in order to make the  statements  contained  herein or
therein not misleading.

              3.5    LIENS AND ENCUMBRANCES.  As of the date hereof there are no
liens,  claims,  security interests or other charges or encumbrances (other than
those in  favor of  Lender)  on any  assets  to  which  Lender  has an  interest
hereunder  and Borrower  covenants  and agrees to keep such assets free from all
liens and encumbrances.

              3.6    AUTHORIZED   SHARES.  As  of  the  date  hereof  there  are
75,000,000  shares of  Borrower's  Common  Stock  authorized  for  issuance  and
75,000,000 shares of Borrower's

                                       2
<PAGE>


Common Stock are outstanding  [after giving effect to all options,  warrants and
other securities that are convertible into shares of Borrower's Common Stock].

       4.     COVENANTS OF BORROWER. Borrower covenants and agrees as follows:

              4.1    PERFORMANCE  OF COVENANTS IN LOAN  DOCUMENTS.  To fully and
faithfully perform and observe the covenants and obligations to be performed and
observed  in each of the Loan  Documents,  and not  suffer  or  permit a default
thereunder.

              4.2    BOOKS AND RECORDS. To use its best efforts to keep adequate
records of the operations of the Borrower in accordance with generally  accepted
accounting  principles and permit  Lender,  during regular  business  hours,  to
examine,  make  copies,  and take away  copies of such books and  records.  Upon
execution  of this  Agreement,  Borrower  shall  deliver  to  Lender a  detailed
schedule of all current and  contingent  liabilities of Borrower known as of the
date hereof,  indicating the claimant(s),  including their address and telephone
numbers,  the amount alleged to be due and  Borrower's  position with respect to
each of such liabilities.

              4.3    COOPERATION  WITH  LENDER.  To cause Kelly T.  Hickel,  its
President and Chairman, to cooperate fully with Lender in order to carry out the
intent of the Loan Documents.

              4.4    INDEMNIFICATION.  Borrower  agrees  to  indemnify  and hold
Lender harmless against any and all claims and liability,  including  reasonable
legal costs and  expenses  happening in or arising out of or in any way relating
to the  Loan,  and the use of the  Loan  proceeds,  except  if such  claims  and
liability  arise  from the gross  negligence  or willful  misconduct  of Lender.
Lender shall be entitled to appear in any action or  proceeding to defend itself
against any such claims,  and, if Borrower is not named and served as a party to
such action or  proceeding,  Lender  agrees to promptly  notify  Borrower of the
pendency of such action or  proceeding  and  cooperate  with  Borrower to permit
Borrower to intervene  therein.  All costs incurred by Lender in connection with
any such action or proceeding, including attorneys' fees, shall be reimbursed by
Borrower to Lender within thirty (30) days after presentment.

              4.7    ISSUANCE  OF  WARRANTS  FOR  SHARES  OF COMMON  STOCKS.  As
further  consideration for the Loan, as of the Closing Date,  Borrower shall (i)
issue warrants for Lender to receive five hundred thousand  (500,000) fully paid
and non-assessable shares of Common Stock of Borrower to Lender (the "Warrants")
at  an  exercise  price  of  $0.002  per  share.  Lender  shall  have  piggyback
registration  rights to the shares  underlying  the warrants  with  registration
costs to be borne by  Borrower.  The shares  underlying  the  warrants  shall be
registered  by the Borrower as soon as  practicable,  but in no event later than
the first registration statement filed by the Borrower subsequent to the Closing
Date.

       5.     EXPENSES.  Borrower shall be  responsible  for Lender's legal fees
and other costs and expenses with respect to the negotiation,  execution and the
delivery of this Agreement and the Loan Documents.

                                       3
<PAGE>


       6.     EVENTS OF DEFAULT AND REMEDIES.

              6.1    DEFAULT. The occurrence of any one or more of the following
at the option of Lender  constitutes  an event of default  ("Event of  Default")
hereunder:

                     (a)    Borrower  defaults  in the payment of  principal  or
interest on the Note when and as the same shall  become due and payable  whether
by acceleration thereof or otherwise;

                     (b)    Borrower  defaults in the  performance or observance
of any of the covenants and  agreements  contained in the Note (other than those
relating to payment) and same shall remain  unremedied  for a period of five (5)
business days after Borrower  shall receive  written notice of such default from
Lender, unless such cure cannot reasonably be completed within said period, then
if a remedy  is not  commenced  within  said  time  period  and  diligently  and
continuously  prosecuted  to  completion  within sixty (60) days  following  the
default;

                     (c)    Borrower  defaults in the  performance or observance
of any of the  covenants  and  agreements  contained  in any other  contracts or
agreements between Borrower and Lender;

                     (d)    Borrower  makes an  assignment  for the  benefit  of
creditors or admits in writing its inability to pay its debts  generally as they
become  due;  or  Borrower  files any  petition  for  relief  under the  federal
Bankruptcy  Code;  or any  order,  judgment  or decree is  entered  adjudicating
Borrower bankrupt or insolvent;

                     (e)    Borrower  petitions  or applies to any  tribunal for
the  appointment  of a trustee,  receiver or liquidator  of Borrower,  or of any
substantial  part  of  the  assets  of or  any  proceedings  for  the  voluntary
liquidation and  dissolution of Borrower under any  bankruptcy,  reorganization,
compromise,  arrangement,  insolvency,  readjustment  of  debt,  dissolution  or
liquidation law of any jurisdiction, whether now or hereafter in effect;

                     (f)    any such petition or  application  is filed,  or any
such  proceedings  are  commenced,  against  Borrower  and  Borrower  by any act
indicates its approval thereof,  consent thereto or acquiescence therein, or any
order,  judgment or decree is entered  appointing any such trustee,  receiver or
liquidator,  or approving the petition in any such  proceedings  and such order,
judgment  or decree  remains  unstayed  and in effect for more than  thirty (30)
days;

                     (g)    any  order,  judgment  or decree is  entered  in any
proceeding  against  Borrower  decreeing  the  dissolution  of Borrower and such
order,  judgment or decree  remains  unstayed and in effect for more than thirty
(30) days; or

                     (h)    Borrower  defaults in the  performance of any of its
obligations herein.

              6.2    REMEDIES.  Upon the  occurrence  of any Event of Default as
defined in Paragraph 6.1 hereof, Lender may exercise any or all of the following
rights and remedies as Lender,  in its sole  discretion,  may deem  necessary or
appropriate:

                                       4
<PAGE>


                     (a)    Declare immediately due and payable,  without notice
or demand,  all monies  advanced  pursuant to this Agreement and under the Note,
which is then unpaid,  and accelerate payment thereof  notwithstanding  contrary
terms of payment stated therein,  and exercise all rights and remedies available
under any of the Loan Documents, at law, in equity or otherwise.

                     (b)    Institute  appropriate  proceedings  for  injunctive
relief   (including   specific   performance  of  the  obligations  of  Borrower
hereunder).

                     (c)    Terminate  any further  obligations  of Lender under
this Agreement.

The remedies  provided in this  Agreement  may be  exercised  by Lender  without
notice to  Borrower  (to the  extent  permitted  by law and  except as notice is
herein expressly required),  shall be in addition to and not in substitution for
the  rights  and  remedies  which  would  otherwise  be vested in Lender for the
recovery  of  damages  or  otherwise  in the  event  of a  breach  of any of the
undertakings  of Borrower  hereunder.  No failure by Lender to  exercise  and no
delay in exercising any right,  power or privilege  under this  Agreement  shall
operate as a waiver  thereof,  nor shall any single or partial  exercise  of any
right, power or privilege  hereunder  preclude any other,  further or additional
exercise thereof.

       7.     MISCELLANEOUS.

              7.1    GOVERNING LAW. This  Agreement and all matters  relating to
the Loan shall be governed by the laws of the State of Connecticut.

              7.2    MODIFICATION;  WAIVER; CONSENT. Any modification, or waiver
of any provision of this Agreement,  or any consent to any departure by Borrower
therefrom,  shall not be  effective  unless the same is in writing and signed by
Lender, and then such modification, waiver or consent shall be effective only in
the specific  instance and for the specific  purpose given. The giving by Lender
of any  notice to or demand on  Borrower  not  specifically  required  of Lender
hereunder shall not entitle Borrower to any other or further notice or demand in
the same, similar or other circumstances.

              7.3    COMMUNICATIONS.    All    notices,    requests,    demands,
instructions  and other  communications  required or permitted to be given under
this  Agreement  shall be in writing and shall be deemed to have been duly given
(i) upon hand delivery, (ii) upon receipt by facsimile,  (iii) the next business
day  after  delivery  to  a  reputable  overnight  courier  which  provides  for
acknowledgement  of receipt,  or (iv) three (3) days after deposit in the United
States mail by  first-class,  postage  prepaid,  registered  or certified  mail,
return receipt requested, as follows:


              (i)    If to Lender, to:

                     Mr. Donald Porter
                     Porter Capital Corporation
                     38-A Grove Street, Suite 201
                     Ridgefield, CT 06877
                     Fax No. (203) 431-6112

                                       5
<PAGE>


                     With a copy to:

                     Louis L. Broudy, Esq.
                     Broudy & Associates, P.C.
                     230 Park Avenue, Suite 2400
                     New York, NY  10169-0446
                     Fax No. (212) 490-3434

              (ii)   If to Borrower, to:

                     Mr. Kelly T. Hickel,
                     President Paradise Music & Entertainment, Inc.
                     PMB 300 1630 A 30th Street
                     Boulder, Colorado 80301
                     Fax No.  720 554 7720

                     With a copy to:

                     Mr. Jeffrey Rinde
                     Bondy & Schloss
                     60 E. 42nd. St.
                     NY, NY 10165
                     Fax No. (212) 972-1677

              7.4    ASSIGNMENT.  This Agreement may be assigned at any time, in
whole or part, by Lender.  Borrower may not assign,  pledge or hypothecate  this
Agreement or any interest herein to any person without the prior written consent
of Lender.

              7.5    TIME OF ESSENCE. Time is of the essence hereof.

              7.6    SEVERABILITY;  TITLES.  In  case  any  one or  more  of the
provisions  of  this  Agreement  shall  be  held  to  be  invalid,   illegal  or
unenforceable  in any respect by any court or other entity  having the authority
to do so, the  validity of the  remaining  provisions  hereof shall be in no way
affected,  prejudiced or disturbed.  The titles of the Paragraphs hereof are for
reference purposes only and do not constitute part of this Agreement.

              7.7    COUNTERPARTS.  This Agreement may be executed in any number
of counterparts,  each of which shall be an original,  but all of which together
shall constitute one agreement.

              7.8    ENTIRE AGREEMENT.  This Agreement,  together with the other
Loan Documents,  contains the entire agreement  between Lender and Borrower with
respect to the subject matter hereof and except as specifically set forth herein
supersedes and cancels any prior

                                       6
<PAGE>


understandings  and  agreements  between Lender and Borrower with respect to the
subject matter hereof.

              7.9    CONFLICT  WITH  OTHER  LOAN  DOCUMENTS.  In the  event  any
provision,  term or  condition  of this  Agreement  conflicts  with the terms or
conditions  of the  other  Loan  Documents,  the terms  and  conditions  of this
Agreement shall control.

              7.10   BINDING  EFFECT;  BENEFIT.  This Agreement shall be binding
upon and shall inure to the benefit of the successors  and permitted  assigns of
Lender and the successors and permitted assigns of Borrower.

              7.11   ATTORNEYS'  FEES. If any legal action is brought to enforce
the terms of this  Agreement  or for  damages  resulting  from a default  in the
performance of any party's obligations hereunder,  the prevailing party shall be
entitled to collect its court costs and reasonable  attorneys' fees and expenses
incurred in the prosecution of such legal action.

              7.12   CONSTRUCTION. Each party has been advised by counsel of its
choice,  and each knowingly and  intentionally  waives the  applicability of any
rule  of  construction  which  provides  that in the  event  of  ambiguity,  the
provision  in  question  is to be  construed  to  the  detriment  of  the  party
responsible for the drafting of the document. This provision shall be applicable
to the construction of all of the Loan Documents.

            [The remainder of this page is left intentionally blank.
                           Signature page to follow.]


                                       7
<PAGE>


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

                                    PARADISE MUSIC & ENTERTAINMENT, INC.

                                    By: /s/ Kelly T. Hickel
                                        ----------------------------------------
                                        Name:  Kelly T. Hickel
                                        Title: Chairman and President

                                    PORTER CAPITAL CORPORATION

                                    By: /s/ Donald Porter
                                        ----------------------------------------
                                        Name:  Donald Porter
                                        Title: CEO


                                       8
<PAGE>


                                   EXHIBIT "A"

                                    THE NOTE





























                                       9
<PAGE>


                                   EXHIBIT "B"

                             THE SECURITY AGREEMENT


































                                       10