Exhibit 10.4

                           BRIDGE LOAN PROMISSORY NOTE

$40,000.00                                                          June 5, 2004
                                                               Beverly Hills, CA

     For value received,  Riddle Records,  Inc.  (collectively,  the "Company"),
promises  to pay Zebra  Equities  (the  "Holder"),  the  principal  sum of Forty
Thousand Dollars ($40,000.00), plus interest accruing from the date of this Note
on the unpaid  principal  amount at a rate equal to ten percent (10%) per annum,
which shall be payable on the Due Date of this Note. This Note is subject to the
following terms and conditions.

1. Amounts Owed.
----------------
The Holder has advanced Forty Thousand Dollars ($40,000.00) to the Company on or
before June 5, 2004.  The Company hereby  acknowledges  receipt of the foregoing
advance of funds by the Holder under this Note. The parties acknowledge that the
foregoing amounts have been previously advanced. This Agreement,  when executed,
shall replace any and all prior agreements between the parties.

2. Maturity.
------------
Principal and any accrued but unpaid  interest  under this Note shall be due and
payable in a single installment on June 5, 2005 (the "Due Date").

3. Payment.
-----------
All payments  shall be made in lawful  money of the United  States of America in
such place as the Holder  hereof may from time to time  designate  in writing to
the Company.  Payments shall be credited  first to the accrued  interest due and
payable and the remainder  applied to principle  [sic].  Prepayment of this Note
may be made at any time without penalty.

4. Transfer; Successors and Assigns.
------------------------------------
The terms and  conditions  of this Note  shall  inure to the  benefit  of and be
binding   upon  the   respective   successors   and  assigns  of  the   parties.
Notwithstanding the foregoing, the Company and the Holder may not assign, pledge
or otherwise  transfer this Note and/or their rights or  obligations  thereunder
without the prior written  consent of the other party.  Upon written  consent of
the  other  party,  this Note may be  transferred  only  upon  surrender  of the
original Note for registration of the transfer, duly endorsed, or accompanied by
a duly  executed  written  Instrument  of transfer in form  satisfactory  to the
Holder.  Thereupon, a new note of the same principal amount and interest will be
issued to, and registered in the name of, the transferee. Interest and principal
are payable only to the registered holder of this Note.

5. Governing Law.
-----------------
This Note and all acts and  transactions  pursuant  hereto  and the  rights  and
obligations of the parties hereto shall be governed,  construed and  interpreted
in accordance with the laws of the State of California, without giving effect to
the principles of conflicts of law.

6.  Notices.
------------
Any notice  required or  permitted by this Note shall be in writing and shall be
deemed  sufficient upon delivery,  when delivered  personally or by a nationally
recognized  delivery  service (such as Federal  Express or UPS), or  forty-eight
(48) hours after being  deposited in the U.S.  mail,  as certified or registered
mail,  with  postage  prepaid,  addressed  to the party to be  notified  at such
party's address as set forth below or subsequently modified by written notice.

7.  Amendments and Waivers.
---------------------------
Any  terms of this Note may be  amended  only with the  written  consent  of the
Company and Holder.  Any amendment or waiver  affected [sic] in accordance  with
this Section 7 shall be binding upon the Company, the Holder and each transferee
of the Note if permitted.

                                   COMPANY:

                                   RIDDLE RECORDS, INC.


                                   By:   /s/ Jacques Tizabi
                                          --------------------------------------
                                   Its:   C.E.O.
                                          --------------------------------------
AGREED TO AND ACCEPTED

HOLDER:

ZEBRA EQUITIES


By:   /s/ Illegible
     ---------------------------------------
Its:   Authorized
      --------------------------------------

Address: