BODYGUARD RECORDS COM INC
SB-2/A, EX-10.(L), 2000-12-18
BUSINESS SERVICES, NEC
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                                [MAC MILLI LOGO]

                           DISTRIBUTION PRE-AGREEMENT

AGREEMENT made this 11th day of November,  2000 between Mac Milli Entertainment,
Inc. (hereinafter referred to as "Mac Milli"),  located at 251 West 30th Street,
New York, NY 10001 and Bodyguard  Records.com,  Inc. (hereinafter referred to as
"Bodyguard"),  located at 138 Fulton  Street,  New York,  NY 10001.  The parties
agree to the following:

Mac Millie will provide the following service to Bodyguard:

     o    On line  promotion  of  Bodyguard  recording  artists on the Mac Milli
          website

     o    On line  marketing  of  Bodyguard  recording  artists on the Mac Milli
          website o On line  fulfillment of Body guard recording  artists on the
          Mac Milli website

     o    In-studio  video  webcasts  (dates and times to be  determined  by Mac
          Milli management)

     o    Video streaming for promotional  purposes only

     o    A web page  containing  music,  bios and video streaming for Bodyguard
          artists

All of the above are subject to Mac Milli  management's  review and  approval of
each  artist's  material  and content.  Mac Milli  reserves the right to decline
promotion  and  marketing  of any artists it deems not  appropriate  for the Mac
Milli website.

It is  understood  that your  website  must contain a Mac Milli icon in order to
reach the Mac Milli website and have your product purchased and/or downloaded.

Mac Milli will charge  Bodyguard  forty percent (40%) of the gross income earned
solely from the digital  download sales of Bodyguard  artists,  fulfilled by Mac
Milli via the internet.

Mac Milli will charge Bodyguard twenty percent (20%) of all traditional  compact
disc sales secured as a result of Mac Milli's email direct  marketing  campaign,
fulfilled by Bodyguard.

Bodyguard will provide the following Mac Milli:

     o    Complete  audio  album of the  artist  on a  compact  disk,  completed
          artwork and CD liner notes on a zip disk.

     o    Completed videos for the purpose of video streaming

Mac Milli will not  participate in any of Bodyguard's  income sources  generated
through retail sales generated via Bodyguard's traditional distribution channels
or sold directly to consumers at performances and/or other personal appearances.


<PAGE>


Upon signing this pre-agreement, a formal agreement will be drafted and executed
within one month.  All parties must agree to the terms of that agreement  before
any services will commence.

IN WITNESS WHEREOF,  the parties hereto have caused their respective names to be
subscribed as part of the date and year first written above.


/s/ Marsha Taylor                             /s/ John Rollo
-----------------------------                 ----------------------------------
Marsha Taylor-President                       John Rollo-President
Mac Milli Entertainment                       bodyguard Records.com, Inc.



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