EXHIBIT 10.1

                                    AGREEMENT
                                    ---------


       THIS  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
("PCC"), and PARADISE MUSIC & ENTERTAINMENT, INC., a Delaware corporation having
an office at PMB 300 1630 A 30th Street, Boulder, Colorado 80301 ("Paradise").

       WHEREAS,  Paradise is indebted to PCC in the amount of  $607,351.45  (the
"Obligation")  as at October 10,  2003,  the payment of which  Obligation  is in
default;

       WHEREAS,  Paradise has  requested  PCC to reduce the  Obligation  and has
agreed  to make  payment  thereof  in an  amount  and  subject  to the terms and
conditions contained herein and PCC has agreed to accept the same; and

       WHEREAS,  Paradise has  requested PCC to extend to it a line of credit in
an amount of up to $5,000,000.00;

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

       1.     THE OBLIGATION. So long as Paradise is not in default of the terms
hereof:  (a) the amount of the Obligation  will be reduced to $300,000.00 and it
shall become due and payable April 15, 2005 (the "Due Date"); (b) the Obligation
will bear  interest  at the rate of 18% per annum from and after the  earlier of
(i) the Due Date and (ii) the  date on  which  PCC  accelerates  payment  of the
Obligation  pursuant to the provisions  hereof (clause (b)(i) and (b)(ii) hereof
collectively,  the "Maturity Date"); and (c) interest will be payable monthly in
advance.

       2.     PREPAYMENT OF THE OBLIGATION.  The Obligation shall be prepaid out
of the net  proceeds  received by PCC from the sale of shares of Common Stock in
Paradise presently owned by PCC at such time or from time to time as such shares
are saleable on the public market.

       3.     ESCROW STOCK. Paradise agrees to deposit 15,000,000 fully paid and
non-assessable  shares of its Common Stock in escrow (the  "Escrow  Stock") in a
brokerage account at The Maxim Group, 405 Lexington  Avenue,  New York, New York
10174 ("Maxim")  pursuant to an Escrow  Agreement  substantially  in the form of
EXHIBIT A  hereto.  To the  extent  that the  proceeds  of sale  referred  to in
Paragraph 2 above are insufficient to pay the Obligation in full by the Due Date
or in the event PCC is, for whatever  reason,  legally  prevented from selling a
sufficient  amount of shares to repay the  Obligation in full by the Due Date, a
sufficient number of shares of Escrow Stock will be delivered to PCC so that the
market value will make up the shortfall in the payment of the Obligation, and if
PCC is  unable to sell any of its  stock,  then the  number  of shares  having a
market value of  $300,000.00  shall be  delivered to PCC. If Paradise  shall not
satisfy the  Obligation  in full by the close of business on the day that is six
(6) months  after the  Maturity  Date,  PCC shall be entitled to keep all of the
Escrow Stock and Paradise  shall,  if requested by PCC,  direct Maxim to deliver
all of the Escrow Stock to PCC or an account designated by PCC.

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       4.     COMMON STOCK REPURCHASE OPTION.  Until the earlier of the date the
Obligation  is paid in full or the Due Date,  Paradise  shall have the option to
purchase up to 1,200,000  shares of Common  Stock of Paradise  owned by PCC at a
price of $0.25 per share (up to the outstanding balance of the Obligation),  the
proceeds of which  shall be used to pay the  Obligation.  Such  option  shall be
exercised  by  Paradise  tendering  to PCC,  payment  for the  purchased  shares
together with notice of exercise of its option.

       5.     ACCOUNTS RECEIVABLE CREDIT FACILITY. So long as Paradise is not in
default of any of the terms hereof, PCC will extend to Paradise a line of credit
in the amount of up to $5,000,000.00 for the purposes of financing  acquisitions
by  Paradise.  Loans made from such  credit  facility  will be fully  secured by
accounts  receivable,  will be subject to credit review by PCC on a case by case
basis,  will be on PCC's normal  business terms and each loan will be documented
in accordance with PCC's standard practice.

       6.     DELIVERY OF CERTIFICATES  OWED TO PCC. Paradise agrees to promptly
deliver to Maxim for deposit in PCC's account # 55953581 at Maxim,  certificates
for all shares  previously  acquired by but  heretofore  undelivered to PCC (the
"Certificates").

       7.     REPRESENTATION  AND  WARRANTIES.   Paradise  makes  the  following
representations and warranties to PCC, all of which are material and are made to
induce  PCC to enter  into this  Agreement,  are true as of the date  hereof and
shall continue to be true until the Obligation is fully satisfied.

              7.1    ORGANIZATION OF PARADISE;  AUTHORITY;  POWER, ETC. Paradise
is a corporation  duly formed,  validly  existing and in good standing under the
laws of the State of Delaware,  and has full power, legal capacity and authority
to execute this Agreement and all agreements and  certificates to be executed in
connection herewith  (collectively,  the "Documents") and to perform and observe
all of its obligations hereunder and thereunder.

              7.2    VIOLATION OF OTHER  AGREEMENTS.  The execution and delivery
of the  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 Paradise is a party.

              7.3    VALIDITY OF  DOCUMENTS.  Upon due  execution  and  delivery
thereof, the Documents shall constitute the legal, valid and binding obligations
of Paradise,  enforceable  against  Paradise 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.

              7.4    CHARACTER OF REPRESENTATIONS; SURVIVAL. The representations
and warranties  contained in this  Agreement or in any  certificate or statement
furnished to PCC by Paradise  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.

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              7.5    AUTHORIZED   SHARES.  As  of  the  date  hereof  there  are
75,000,000  shares of Common  Stock of Paradise  authorized  for issuance all of
which Common Stock is  outstanding  or reserved for issuance after giving effect
to all options,  warrants and other  securities that are convertible into shares
of Common Stock of  Paradise.  There is a sufficient  number of  authorized  and
unissued  shares of Common  Stock of  Paradise  to  satisfy  the  provisions  of
Paragraph 3 above.

       8.     COVENANTS OF PARADISE. Paradise covenants and agrees as follows:

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

              8.2    COOPERATION  WITH  PCC.  To  cause  Kelly  T.  Hickel,  its
President  and Chairman,  to cooperate  fully with PCC in order to carry out the
intent of this Agreement.

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

              8.4    NOTIFICATION  OF  COMMON  STOCK  ISSUANCE.  Paradise  shall
notify  PCC in  writing  at least  five (5) days in  advance  of each and  every
issuance  by  Paradise  of any shares of Common  Stock of  Paradise  or options,
warrants or other agreements by Paradise to issue its shares of Common Stock.

              8.5    DELIVERY OF ESCROW STOCK.  Paradise  shall deliver to Maxim
the Escrow Stock in accordance with Paragraph 3 above.

              8.6    DELIVERY OF THE  CERTIFICATES.  Paradise  shall  deliver to
Maxim pursuant to Paragraph 6 above,  the Certificates by not later than June 1,
2004.

              8.7    REGISTRATION RIGHTS. PCC shall have piggyback  registration
rights to any unregistered  Common Stock with registration  costs to be borne by
Paradise.   The  Certificates  shall  be  registered  by  Paradise  as  soon  as
practicable,  but in no event later than the first registration  statement filed
by the Paradise subsequent to the Closing Date.

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       9.     EVENTS OF DEFAULT AND REMEDIES.

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

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

                     (b)    Paradise  defaults in the  performance or observance
of any of the covenants and  agreements  contained in the Documents  (other than
those relating to payment) and same shall remain unremedied for a period of five
(5) business days after  Paradise  shall receive  written notice of such default
from PCC,  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)    Paradise  defaults in the  performance or observance
of any  of  the  covenants  and  agreements  contained  herein  or in any  other
contracts or agreements between Paradise and PCC;

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

                     (e)    Paradise  petitions  or applies to any  tribunal for
the  appointment  of a trustee,  receiver or liquidator  of Paradise,  or of any
substantial  part  of  the  assets  of or  any  proceedings  for  the  voluntary
liquidation and  dissolution of Paradise 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  Paradise  and  Paradise  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  Paradise  decreeing  the  dissolution  of Paradise and such
order,  judgment or decree  remains  unstayed and in effect for more than thirty
(30) days; or

              9.2    REMEDIES.  Upon the  occurrence  of any Event of Default as
defined in Paragraph  10.1 hereof,  PCC may exercise any or all of the following
rights and  remedies  as PCC,  in its sole  discretion,  may deem  necessary  or
appropriate:

                     (a)    Declare  the   Obligation   which  is  then  unpaid,
immediately due and payable without reduction pursuant to Paragraph 1 hereof and
without   notice  or  demand,   and   accelerate   payment  of  the   Obligation
notwithstanding  contrary terms of payment  stated in any of the


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Documents,  and  exercise  all rights and  remedies  available  under any of the
Documents, at law, in equity or otherwise.

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

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

No failure by PCC 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.

       10.    MISCELLANEOUS.

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

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

              10.3   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 PCC, to:

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

                     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

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              (ii)   If to Paradise, 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:

                     Jeffrey Rinde, Esq.
                     Bondy & Schloss
                     60 East 42nd Street
                     New York, NY 10165
                     Fax No. (212) 972-1677

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

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

              10.6   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.

              10.7   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.

              10.8   ENTIRE AGREEMENT.  This Agreement,  together with the other
Documents,  contains the entire agreement  between PCC and Paradise with respect
to the  subject  matter  hereof  and  except as  specifically  set forth  herein
supersedes and cancels any prior  understandings  and agreements between PCC and
Paradise with respect to the subject matter hereof.

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

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              10.10  BINDING  EFFECT;  BENEFIT.  This Agreement shall be binding
upon and shall inure to the benefit of the successors  and permitted  assigns of
PCC and the successors and permitted assigns of Paradise.

              10.11  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.

              10.12  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 Documents.

                            [signature page follows]


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<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


The provisions of Paragraph 8.2 agreed to:

/s/ Kelly T. Hickel
---------------------------------------------
KELLY T. HICKEL, Individually


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                                   EXHIBIT "A"

                                ESCROW AGREEMENT

























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