Exhibit 10.41

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the"Agreement") is made and entered into as of March 20, 2001, between
Guitar Center Stores, Inc., a Delaware corporation (the"Company"), and David Fleming (the "Executive"). This Agreement shall become effective
concurrently with the occurrence of the"Closing"as
such term is defined in that certain Asset Purchase Agreement, dated as of March 20, 2001, by and among the Company, the Executive and the other parties named therein (the "Purchase Agreement").
Capitalized terms used herein without definition shall have the meanings given to them in the Purchase Agreement.

RECITALS:

A.  This
Agreement is a material inducement for the Company to enter into the transactions contemplated by the Purchase Agreement.

B.  Upon
the effectiveness of this Agreement, all prior employment agreements and related understandings between the Company or any predecessor and the Executive shall
be terminated and replaced with this Agreement. As used in this Agreement with respect to the Company, the term"predecessor"shall include each of the
Sellers identified in the Purchase Agreement.

C.  Executive
desires to render services to the Company upon the terms and subject to the conditions and other provisions set forth herein.

AGREEMENT:

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1.  EMPLOYMENT; EFFECT OF THIS AGREEMENT.



2.  POSITION AND DUTIES.



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3.  BASE SALARY AND BENEFITS.



4.  TERM; SEVERANCE.



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5.RELEASE OF CLAIMS.As a condition to the receipt of the payments described in Section 4 and
any other post-termination benefits, Executive shall be required to execute a release of all claims arising out of Executive's employment or the termination thereof including, without
limitation, any claim of discrimination under state or Federal laws, any right of revocation or similar right shall have expired without adverse action by Executive and the release shall have become
effective and enforceable.

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6.  NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION.



7.INVENTIONS AND PATENTS.The Executive agrees that all inventions, innovations, improvements,
technical information, systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, tradenames, logos and all similar or related information (whether
patentable or unpatentable) which relates to the Company's or any of its Affiliates' actual or anticipated business, research and development or existing or future products or services and which are
conceived, developed or made by the Executive (whether or not during usual business hours and whether or not alone or in conjunction with any other person) while employed by the Company (including
those conceived, developed or made prior to the date of this Agreement) together with all patent applications, letters patent, trademark, tradename and service mark applications or registrations,

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copyrights and reissues thereof that may be granted for or upon any of the foregoing (collectively referred to herein as, the"Work Product") belong to
the Company or such Affiliate. The Executive will promptly disclose such Work Product as may be susceptible of such manner of communication to the Board and perform all actions reasonably requested by
the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, the execution and delivery of assignments, consents, powers of
attorney and other instruments) and to provide reasonable assistance to the Company or any of its Affiliates in connection with the prosecution of any applications for patents, trademarks, trade
names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product.

8.EMPLOYMENT AT-WILL.Subject to the termination obligations, if any, provided for in this
Agreement, Executive hereby agrees that his employment with the Company is "at-will" and that the Company may dismiss him and terminate his employment with the Company without notice and
without regard to (i) any general or specific policies (whether written or oral) of the Company relating to the employment or termination of its employees, or (ii) any statements made to
Executive, whether made orally or contained in any document, pertaining to Executive's relationship with the Company, or (iii) assignment of Cause by the Executive. Inclusion under any benefit
plan or compensation arrangement will not give the Executive any right or claim to any benefit hereunder except to the extent such right has become fixed under the express terms of this Agreement.

9.INSURANCE.The Company may, for its own benefit, maintain "keyman" life and disability insurance
policies covering the Executive. The Executive will cooperate with the Company and provide such information or other assistance as the Company may reasonably request in connection with the Company
obtaining and maintaining such policies.

10.EXECUTIVE REPRESENTATION.The Executive hereby represents and warrants to the Company that
(a) the execution, delivery and performance of this Agreement by the Executive does not and will not conflict with, breach, violate or cause a default under any agreement, contract or
instrument to which the Executive is a party or any judgment, order or decree to which the Executive is subject, (b) the Executive is not a party to or bound by any employment agreement,
consulting agreement, non-compete agreement, confidentiality agreement or similar agreement with any other person or entity and (c) upon the execution and delivery of this Agreement
by the Company and the Executive, this Agreement will be a valid and binding obligation of the Executive, enforceable in accordance with its terms. Executive represents and agrees that he fully
understands his right to discuss all aspects of this Agreement with his private attorney, and that to the extent, if any, that he desired, he availed himself of such right. Executive further
represents that he has carefully read and fully understands all of the provisions of this Agreement, that he is competent to execute this Agreement, that his agreement to execute this Agreement has
not been obtained by any duress and that he freely and voluntarily enters into it, and that he has read this document in its entirety and fully understands the meaning, intent and consequences of this
document.

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11.NOTICES.All notices, requests, demands, claims, and other communications hereunder shall be in
writing. Any notice, request, demand, claim or other communication hereunder shall be delivered personally to the recipient, delivered by United States Post Office mail (postage prepaid and return
receipt requested), telecopied to the intended recipient at the number set forth therefor below (with hard copy to follow), or sent to the recipient by reputable express courier service (charges
prepaid) and addressed to the intended recipient as set forth below:

If
to the Company, to:



If
to the Executive, to the address noted on the signature page of this Agreement, or such other address as the recipient party to whom notice is to be given may have furnished to the
other party in writing in accordance herewith. Any such communication shall deemed to have been delivered and received (a) when delivered, if personally delivered, sent by telecopier or sent by
overnight courier, and (b) on the fifth business day following the date posted, if sent by mail.

12. GENERAL PROVISIONS.



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IN
WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date first written above.

| |  | GUITAR CENTER STORES, INC.
| |  | --------------------------
| |  | By:                       
| |  |                           
| |  | EXECUTIVE                 
| |  |                           

Address for Notice:200 Summerhaven Drive
East Syracuse, New York 13057

Signature
Page to Employment Agreement

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