DEMAND PROMISSORY NOTE

$13,750                                           FEBRUARY 9, 1998


FOR VALUE RECEIVED, the undersigned, Songs for the Planet, Inc., a Tennessee
corporation, of 2831 Dogwood Place, Nashville, Tennessee 37204, promises to pay
to the order of R-Odyssey Ventures, Inc., 1310 East 1600 South, Mapleton, Utah
84664 or such other place as the holder may designate in writing to the
undersigned, the principal sum of Thirteen Thousand Seven Hundred Fifty Dollars
($13,750), together with interest thereon from date hereof until paid, at the
rate of Ten Percent (10%) per annum.  The entire principal amount shall be
payable on demand.

Payments shall be applied first to accrued interest and the balance to
principal.

All or any part of the aforesaid principal sum may be prepaid at any time and
from time to time without penalty.

In the event of any default by the undersigned in the payment of principal or
interest when due or in the event of the suspension of actual business,
insolvency, assignment for the benefit of creditors, adjudication of bankruptcy,
or appointment of a receiver, of or against the undersigned, the unpaid balance
of the principal sum of this promissory note shall at the option of the holder
become immediately due and payable.

The maker and all other persons who may become liable for the payment hereof
severally waive demand, presentment, protest, notice of dishonor or nonpayment,
notice of protest, and any and all lack of diligence or delays in collection
which may occur, and expressly consent and agree to each and any extension or
postponement of time or payment hereof from time to time at or after maturity or
other indulgence, and waive all notice thereof.

In case suit or action is instituted to collect this note, or any portion
hereof, the maker promises to pay such additional sum, as the court may adjudge
reasonable, attorneys' fees in said proceedings.

This note is made and executed under, and is in all respects governed by, the
laws of the State of Utah.




                                                SONGS FOR THE PLANET, INC.


                                              BY_______________________________
                                                ELIZABETH A. PETERS, PRESIDENT