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                                                                  EXHIBIT 10.31

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         This AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into
as of May 13, 1999 (the "AGREEMENT"), between Musician's Friend, Inc., a
Delaware corporation (the "COMPANY"), and Robert V. Eastman (the "EXECUTIVE").
This Agreement shall become effective concurrently with the occurrence of the
"EFFECTIVE TIME" as such term is defined in that certain Agreement and Plan of
Merger, dated as of May 13, 1999 by and among Guitar Center, Inc. ("PARENT"),
EMIC Acquisition Corporation and the Company (the "MERGER AGREEMENT").

                                    RECITALS:

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

         B.    Upon the effectiveness of this Agreement, all prior employment
agreements and related understandings between the Company and the Executive
shall be terminated and replaced with this 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.

               (a)  Upon the terms and subject to the conditions of this
Agreement, effective as of the Effective Time, the Company shall employ the
Executive, and the Executive accepts employment with the Company, for the
period beginning on the Effective Time and ending as provided in paragraph 4
hereof (the "EMPLOYMENT PERIOD").

               (b)  Upon the occurrence of the Effective Time, this Agreement
shall constitute the sole agreement relating to the employment and
compensation of Executive by the Company and shall supersede all prior
agreements, arrangements and understandings of any sort whatsoever relating
to services provided to the Company (including, without limitation, salary,
bonus, perquisites, stock-based compensation and director's fees), each of
which shall be deemed terminated without any liability to the Company except
for (i) accrued but unpaid regular salary and (ii) unreimbursed business
expenses as of the Effective Time.

         2.    POSITION AND DUTIES.

               (a)  During the Employment Period, the Executive shall serve
initially


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as the Chief Executive Officer of the Company and shall have the normal
duties, responsibilities and authority of the Chief Executive Officer, or
such other duties and responsibilities reasonably consistent therewith with
the Company or any subsidiary, parent, affiliate or division of the Company
("AFFILIATES") as the Board of Directors ("BOARD") of the Company may request
from time to time, subject to the power of the Board and the powers delegated
to the Executive's superiors (if any) by the Board or the executive officers
of Parent.

               (b)  The Executive shall report to the Chairman of the Board
of Parent, and the Executive shall devote his best efforts and substantially
all of his business time, attention and energies (except for permitted
vacation periods and reasonable periods of illness or other incapacity) to
the business and affairs of the Company and its Affiliates. The Executive
shall perform his duties and responsibilities to the best of his abilities in
a diligent, trustworthy, and businesslike manner. Except with the prior
written approval of the Board, Executive during the Employment Period will
not (i) accept any other employment with a third party, (ii) serve on the
board of directors or similar body of any other business entity or (iii)
engage, directly or indirectly, in any other business activity (whether or
not pursued for pecuniary advantage) that in the reasonable determination of
the Board is or may be competitive with, or that might place him in a
competing position to or otherwise conflict with, that of the Company or any
of its Affiliates.

               (c)  Nothing contained herein shall limit the authority of the
Board or executive officers of Parent to elect one or more officers of the
Company with authority senior to that of Executive with respect to
Executive's duties hereunder.

               (d)  For purposes of this Agreement, "PERSON" shall be
construed broadly and shall include, without limitation, an individual, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization, a limited liability company and a governmental entity or any
department or agency thereof.

         3.    BASE SALARY AND BENEFITS.

               (a)  During the Employment Period, the Executive's base salary
shall be $300,000 per annum or such higher rate as the Board (excluding the
Executive if he should be a member of the Board at the time of such
determination) may designate from time to time (the "BASE SALARY"), which
salary shall be payable in such installments as is the policy of the Company
with respect to its senior executive employees and shall be subject to
Federal, state and local withholding and other payroll taxes. In addition,
during the Employment Period, the Executive shall be entitled to participate
in all employee benefit programs for which all executives of the Company are
generally eligible and the Executive shall be eligible to participate in all
insurance plans available generally to all executives of the Company.

               (b)  In addition to the Base Salary, for each fiscal year
ending during the Employment Period, Executive shall also be eligible to
receive an annual bonus at the discretion of the Board of up to 50 percent of
Base Salary.


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               (c)  The Company shall reimburse the Executive for all
reasonable expenses incurred by him in the course of performing his duties
under this Agreement which are consistent with the Company's policies in
effect from time to time with respect to travel, entertainment and other
business expenses, subject to the Company's requirements with respect to
reporting and documenting such expenses.

               (d)  During the Employment Period, the Executive shall be
entitled to four weeks paid vacation during each 12-month period worked,
commencing on the date hereof.

         4.    TERM; SEVERANCE.

               (a)  Unless renewed by the mutual agreement of the Company and
the Executive, the Employment Period shall end on June 1, 2003 ("SCHEDULED
TERMINATION DATE"); PROVIDED, HOWEVER, that (i) the Employment Period shall
terminate prior to such date upon the Executive's resignation pursuant to
Section 4(f) hereof, or the death or Disability (as hereinafter defined) of
Executive; and (ii) the Employment Period may be terminated by the Company at
any time prior to such date for Cause (as defined below) or without Cause.
For purposes of this Agreement the term "DISABILITY" means any long-term
disability or incapacity which (i) renders the Executive unable to
substantially perform all of his duties hereunder for 180 days during any 365
day period or (ii) would reasonably be expected to render the Executive
unable to substantially perform all of his duties for 180 days during any 365
day period, in each case as determined by the Board (excluding the Executive
if he should be a member of the Board at the time of such determination) in
its good faith judgment after seeking and reviewing advice from a qualified
physician.

               (b)  If the Employment Period is terminated by the Company
without Cause or by the Executive with Reasonable Justification, the
Executive shall be entitled to receive as severance the Base Salary and
continuation of his medical benefits (or, if such continuation is not
permitted by the Company's insurers beyond the Employment Period, an annual
cash payment equal to the average premium the company pays to obtain health
insurance for an employee), for the period beginning on the date of such
termination and ending on the Scheduled Termination Date, unless the
Executive has breached the provisions of this Agreement, in which case the
provisions of paragraph 12(a)(iii) shall apply. For purposes of this Section
4(b), benefits will not include future participation in any bonus or equity
incentive pool. Such severance payments will be made periodically in the same
amounts and at the same intervals as the Base Salary and benefits (as
applicable) were paid immediately prior to termination of employment.
Executive shall have no duty to mitigate any damages which Executive may
suffer as a result of such termination nor shall the severance benefits
payable be reduced by any sums actually earned by Executive as a result of
any other employment obtained by Executive during the original Employment
Period.

               (c)  If the Employment Period is terminated for any reason
other than by the Company without Cause or by the Executive with Reasonable
Justification, the Executive shall be entitled to receive only the Base
Salary and then only to the extent such amount has


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accrued through the date of termination.

               (d)  Except as otherwise expressly required by law (E.G.,
COBRA) or as specifically provided herein, all of the Executive's rights to
salary, severance, benefits, bonuses and other amounts hereunder (if any)
accruing after the termination of the Employment Period shall cease upon such
termination. In the event that the Employment Period is terminated by the
Company without Cause or by the Executive with Reasonable Justification, the
Executive's sole and exclusive remedy shall be to receive the severance
payments and benefits described in paragraph 4(b) hereof.

               (e)  For purposes of this Agreement, "CAUSE" means (i) the
failure by the Executive to perform such lawful duties consistent with
Executive's position as are reasonably requested by the Board as documented
in writing to the Executive notwithstanding written notice from the Board and
the expiration of a twenty-one (21) day cure period, (ii) the Executive's
neglect of his duties on a general basis (other than as a result of illness
or disability), notwithstanding written notice of objection from the Board
and the expiration of a twenty-one (21) day cure period, (iii) the commission
by the Executive of any act of fraud, theft or criminal dishonesty with
respect to the Company or any of its Affiliates, or the conviction of the
Executive of any felony, (iv) the commission of any act involving moral
turpitude which (A) brings the Company or any of its Affiliates into public
disrepute or disgrace, or (B) causes material injury to the customer
relations, operations or the business prospects of the Company or any of its
Affiliates, and (v) material breach by the Executive of this Agreement,
including, without limitation, any breach by the Executive of the provisions
of paragraph 5, 6 or 7 hereof, not cured within twenty-one (21) days after
written notice to Executive from the Board; PROVIDED, HOWEVER, that in the
event of an intentional breach of the provisions of paragraph 5, 6 or 7
hereof, the Executive shall not have the opportunity to cure.

               (f)  The Executive may, within ninety (90) days after giving
written notice to the Company and the Company's failure to cure, voluntarily
terminate employment with the Company upon any event giving rise to
Reasonable Justification for such voluntary termination.

               (g)  For purposes of this Agreement, "REASONABLE
JUSTIFICATION" shall mean any voluntary termination by the Executive of his
employment with the Company within ninety (90) days after the occurrence of
any of the following events:

                    (i)  the Executive is directed to perform an act that the
        Executive reasonably believes after consultation with counsel to be
        in contravention of law, or which the Executive reasonably believes
        would subject the Company and himself to material liability, despite
        his express written objection addressed to the Board with respect to
        such action;

                   (ii)  there has been any material reduction in the nature
        or scope of Executive's responsibilities, or the Executive is
        assigned duties that are materially


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        inconsistent with his position (in each case, other than on a
        temporary basis);

                  (iii)  there is any material reduction in the Executive's
        compensation or benefits (other than reductions in benefits that
        generally effect all employees entitled to such benefits ratably);

                   (iv)  the Executive is required by the Company, after
        written objection by the Executive, to relocate his principal place
        of employment outside a radius of fifty miles from his place of
        employment immediately prior to such relocation; or

                    (v)  there is a material failure, after written notice
        and an opportunity to cure of not less than twenty-one (21) days, by
        the Company to perform any of its obligations to the Executive under
        this Agreement.

               (h)  Upon termination of the Employment Period for any reason,
Executive shall be deemed to have resigned from all offices and
directorships, if any, then held with the Company or any of its Affiliates.

         5.    NONDISCLOSURE AND NONUSE OF CONFIDENTIAL INFORMATION.

               (a)  The Executive will not disclose to a third party or use
for his personal benefit or for the benefit of a third party, at any time,
either during the Employment Period or thereafter, any Confidential
Information (as defined below) of which the Executive is on the date hereof
or hereafter becomes aware, whether or not such information is developed by
him, except to the extent that such disclosure or use is directly related to
and required by the Executive's performance in good faith of duties assigned
to the Executive by the Company. The Executive will take all reasonable and
appropriate steps to safeguard Confidential Information and to protect it
against disclosure, misuse, espionage, loss and theft. The Executive shall
deliver to the Company at the termination of the Employment Period or at any
time the Company may request all memoranda, notes, plans, records, reports,
computer files and software and other documents and data (and copies thereof)
relating to the Confidential Information, Work Product (as defined below) or
the business of the Company or any of its Affiliates which the Executive may
then possess or have under his control.

               (b)  As used in this Agreement, the term "CONFIDENTIAL
INFORMATION" means information that is not generally known to the public and
that is used, developed or obtained by the Company or its Affiliates in
connection with their business, including but not limited to (i) information,
observations and data obtained by the Executive while employed by the Company
(including those obtained prior to the date of this Agreement) concerning the
business or affairs of the Company, (ii) products or services, (iii) fees,
costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings,
photographs and reports, (vii) computer software, including operating
systems, applications and program listings, (viii) flow charts, manuals and
documentation, (ix) data bases, (x) accounting and business methods, (xi)


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inventions, devices, new developments, methods and processes, whether
patentable or unpatentable and whether or not reduced to practice, (xii)
customers and clients and customer or client lists, (xiii) other
copyrightable works, (xiv) all production methods, processes, technology and
trade secrets, and (xv) all similar and related information in whatever form.
Confidential Information will not include any information that has been
published in a form generally available to the public prior to the date the
Executive proposes to disclose or use such information. Confidential
Information will not be deemed to have been published merely because
individual portions of the information have been separately published, but
only if all material features comprising such information have been published
in combination.

         6.    INVENTIONS AND PATENTS.

               (a)  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, 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.

               (b)  CALIFORNIA EMPLOYEE PATENT ACT NOTIFICATION.  In
accordance with Section 2872 of the California Employee Patent Act, West's
Cal. Lab. Code Section 2870 et. seq., if applicable, Executive is hereby
advised that paragraph 6(a) does not apply to any invention, new development
or method (and all copies and tangible embodiments thereof) made solely by
Executive for which no equipment, facility, material, Confidential
Information or intellectual property of the Company or any of its Affiliates
was used and which was developed entirely on Employee's own time; PROVIDED,
HOWEVER, that paragraph 6(a) shall apply if the invention, new development or
method (i) relates to the Company's or any of its Affiliates' actual or
demonstrably anticipated businesses or research and development, or (ii)
results from any work performed by Executive for the Company or any of its
Affiliates.


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<PAGE>

     7.   NON-COMPETE AND NON-SOLICITATION.

          (a)  The Executive acknowledges and agrees with the Company that
during the course of the Executive's involvement and/or employment with, or
ownership of options and/or common stock in, the Company, or Parent, as the
case may be, such Executive has had and will continue to have the opportunity
to develop relationships with existing employees, vendors, suppliers,
customers and other business associates of the Company and its Affiliates
which relationships constitute goodwill of the Company, and the Company would
be irreparably damaged if the Executive were to take actions that would
damage or misappropriate such goodwill. Accordingly, the Executive agrees as
follows:

               (i)  The Executive acknowledges that the Company and its
     Affiliates currently conduct business throughout the United States,
     including without limitation the areas listed on Exhibit A attached
     hereto (the "TERRITORY"). Accordingly, during the period commencing on
     the date hereof and ending on the later of (x) the termination of the
     Employment Period or (y) if the Executive was terminated without Cause
     or resigns with Reasonable Justification, on or before the third
     anniversary of the Commencement Date (such period is referred to herein
     as the "NON-COMPETE PERIOD"), the Executive shall not, directly or
     indirectly, enter into, engage in, assist, give or lend funds to or
     otherwise finance, be employed by or consult with, or have a financial
     or other interest in, any business which engages in selling at retail
     (including, without limitation, through retail stores, by phone, by
     mail, by catalog or by Internet or other means of electronic commerce)
     musical instruments, pro-audio equipment or related accessories within
     the Territory (the "LINE OF BUSINESS"), whether for or by himself or as
     a representative for any other Person.

              (ii)  Notwithstanding the foregoing, the aggregate ownership by
     the Executive of no more than two percent (on a fully-diluted basis) of
     the outstanding equity securities of any entity, which securities are
     traded on a national or foreign securities exchange, quoted on the
     Nasdaq Stock Market or other automated quotation system, and which
     entity competes with the Company (or any part thereof) within the
     Territory, shall not (by itself) be deemed to be giving or lending funds
     to, otherwise financing or having a financial interest in a competitor.
     In the event that any entity in which the Executive has any financial or
     other interest directly or indirectly enters into the Line of Business
     during the Non-Compete Period, the Executive shall divest all of his
     interest (other than any amount permitted to be held pursuant to the
     first sentence of this Section 7(a)(ii)) in such entity within thirty
     (30) days after learning that such entity has entered the Line of
     Business.

             (iii)  The Executive covenants and agrees that during the
     Non-Compete Period, the Executive will not, directly or indirectly,
     either for himself or for any other person or entity, solicit any
     employee of the Company (other than such Executive's personal assistant
     or secretary) or any Subsidiary to terminate his or her employment with
     the Company or any Subsidiary or employ any such individual during


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     his or her employment with the Company or any Subsidiary and for a
     period of six months after such individual terminates his or her
     employment with the Company or any Subsidiary.

          (b)  The Executive understands that the foregoing restrictions may
limit his ability to earn a livelihood in a business similar to the business
of the Company, but he nevertheless believes that he has received and will
receive sufficient consideration and other benefits as an employee of the
Company or holder of common stock of Parent and as otherwise provided
hereunder to clearly justify such restrictions which, in any event (given his
education, skills and ability), the Executive does not believe would prevent
him from otherwise earning a living. Executive also acknowledges that, in
connection with the closing of the transactions contemplated by the Merger
Agreement, Parent acquired all of the equity interests in the Company,
including any previously held directly or indirectly by Executive.

         (c)  The provisions of this Section 7 shall terminate in the event
the Company fails to make any payments required by Section 4(b) and such
failure remains uncured for a period equal to at least thirty (30) days after
written notice of such event from Executive.

     8.   EMPLOYMENT AT-WILL.  Subject to the termination obligations, if
any, provided for in this Agreement, Executive hereby agrees that the Company
may dismiss him and terminate his employment with the Company 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, provided the
same does not prevent Executive from obtaining reasonable amounts of
insurance for his family or estate planning needs. 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

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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.

     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:

          Musician's Friend, Inc.
          931 Chevy Drive
          Medford, Oregon 97504
          Attention: Board of Directors
          Telecopier: (541) 776-1230

          with a copy to:

          Guitar Center, Inc.
          5155 Clareton Drive
          Agoura Hills, California 91362
          Attention: Chief Executive Officer
          Telephone:  (818) 735-8800
          Telecopier: (818) 735-8833

     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.

          (a)  SEVERABILITY/ENFORCEMENT.


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               (i)  It is the desire and intent of the parties hereto that
     the provisions of this Agreement be enforced to the fullest extent
     permissible under the laws and public policies applied in each
     jurisdiction in which enforcement is sought. Accordingly, if any
     particular provision of this Agreement shall be adjudicated by a court
     of competent jurisdiction to be invalid, prohibited or unenforceable for
     any reason, such provision, as to such jurisdiction, shall be
     ineffective, without invalidating the remaining provisions of this
     Agreement or affecting the validity or enforceability of this Agreement
     or affecting the validity or enforceability of such provision in any
     other jurisdiction. Notwithstanding the foregoing, if such provision
     could be more narrowly drawn so as not to be invalid, prohibited or
     unenforceable in such jurisdiction, it shall, as to such jurisdiction,
     be so narrowly drawn, without invalidating the remaining provisions of
     this Agreement or affecting the validity or enforceability of such
     provision in any other jurisdiction. Without limiting the generality of
     the preceding sentence, if at the time of enforcement of paragraph 5, 6
     or 7 of this Agreement, a court holds that the restrictions stated
     therein are unreasonable under circumstances then existing, the parties
     hereto agree that the maximum period, scope or geographical area
     reasonable under such circumstances shall be substituted for the stated
     period, scope or area and that the failure of all or any of such
     provisions to be enforceable shall not impair or affect the obligations
     of the Company to pay compensation or severance obligations under this
     Agreement.

              (ii)  Because the Executive's services are unique and because the
     Executive has access to Confidential Information and Work Product, the
     parties hereto agree that money damages would be an inadequate remedy
     for any breach of this Agreement by the Executive. Therefore, in the
     event of a breach or threatened breach of this Agreement, the Company or
     its successors or assigns may, in addition to other rights and remedies
     existing in their favor, apply to any court of competent jurisdiction
     for specific performance and/or injunctive or other relief in order to
     enforce, or prevent any violations of, the provisions hereof (without
     posting a bond or other security).

             (iii)  In addition to the foregoing, and not in any way in
     limitation thereof, or in limitation of any right or remedy otherwise
     available to the Company, if the Executive materially violates any
     provision of paragraph 5, 6 or 7 (and such violation, if unintentional
     on the part of the Executive, continues for a period of twenty-one (21)
     days following receipt of written notice from the Company), any
     severance payments then or thereafter due from the Company to the
     Executive may be terminated forthwith and upon such election by the
     Company, the Company's obligation to pay and the Executive's right to
     receive such severance payments shall terminate and be of no further
     force or effect. The Executive's obligations under paragraphs 5, 6 or 7
     of this Agreement shall not be limited or affected by, and such
     provisions shall remain in full force and effect notwithstanding the
     termination of any severance payments by the Company in accordance with
     this paragraph 12(a)(iii). The exercise of the right to terminate such
     payments shall not be deemed to be an election of remedies by the
     Company and shall not in any manner modify, limit or preclude the
     Company from exercising any other rights or seeking any other remedies
     available to it at law or in


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     equity.

         (b)  COMPLETE AGREEMENT.  This Agreement, those documents expressly
referred to herein and all other documents of even date herewith embody the
complete agreement and understanding among the parties and supersede and preempt
any prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.

         (c)  SUCCESSORS AND ASSIGNS.  Except as otherwise provided herein,
this Agreement shall bind and inure to the benefit of and be enforceable by
the Executive and the Company and their respective successors, assigns,
heirs, representatives and estate; PROVIDED, HOWEVER, that the rights and
obligations of the Executive under this Agreement shall not be assigned
without the prior written consent of the Company.

         (d)  GOVERNING LAW.  THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF OREGON WITHOUT
GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE THAT
WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF OREGON TO BE
APPLIED.

         (e)  JURISDICTION, ETC.

               (i)  Each of the parties hereto hereby irrevocably and
     unconditionally submits, for itself and its property, to the
     nonexclusive jurisdiction of any Oregon State court or Federal court of
     the United States of America sitting in the State of Oregon, and any
     appellate court from any thereof, in any action or proceeding arising
     out of or relating to this Agreement or for recognition or enforcement
     of any judgment, and each of the parties hereto hereby irrevocably and
     unconditionally agrees that all claims in respect of any such action or
     proceeding may be heard and determined in any such Oregon State court
     or, to the extent permitted by law, in such Federal court. Each of the
     parties hereto agrees that a final judgment in any such action or
     proceeding shall be conclusive and may be enforced in other
     jurisdictions by suit on the judgment or in any other manner provided by
     law. Nothing in this Agreement shall affect any right that any party may
     otherwise have to bring any action or proceeding relating to this
     Agreement in the courts of any jurisdiction.

              (ii)  Each of the parties hereto irrevocably and unconditionally
     waives, to the fullest extent it may legally and effectively do so, any
     objection that it may now or hereafter have to the laying of venue of
     any suit, action or proceeding arising out of or relating to this
     Agreement in any Oregon State or Federal court. Each of the parties
     hereto irrevocably waives, to the fullest extent permitted by law, the
     defense of an inconvenient forum to the maintenance of such action or
     proceeding in any such court.

             (iii)  The Company and the Executive further agree that the


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<PAGE>

     mailing by certified or registered mail, return receipt requested, of
     any process required by any such court shall constitute valid and lawful
     service of process against them, without the necessity for service by
     any other means provided by law.

         (f)  AMENDMENT AND WAIVER.  The provisions of this Agreement may be
amended and waived only by a written instrument executed by the Company and
Executive which makes express reference to this Agreement and no course of
conduct or failure or delay in enforcing the provisions of this Agreement shall
affect the validity, binding effect or enforceability of this Agreement or any
provision hereof.

         (g)  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO
SO, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDER.

         (h)  HEADINGS.  The section headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

         (i)  COUNTERPARTS.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.

         (j)  CONSTRUCTION.  The parties participated jointly in the negotiation
and drafting of this Agreement and the language used in this Agreement shall be
deemed to be the language chosen by the parties to express their mutual intent.
If an ambiguity or question of intent or interpretation arises, then this
Agreement will accordingly be construed as drafted jointly by the parties to
this Agreement, and no presumption or burden of proof will arise favoring or
disfavoring any party to this Agreement by virtue of the authorship of any of
the provisions of this Agreement.

                            (Signature Page Follows)


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<PAGE>

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

                                       MUSICIAN'S FRIEND, INC.



                                       By:____________________________________
                                           Authorized Signatory



                                       EXECUTIVE



                                       _______________________________________
                                           Robert V. Eastman



ADDRESS FOR NOTICE:


_____________________________

_____________________________

_____________________________


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<PAGE>

                                                                     EXHIBIT A

                                    TERRITORY

RETAIL STORES:

ARIZONA:
Phoenix metropolitan area

CALIFORNIA:
Los Angeles County metropolitan areas
Orange County metropolitan areas
San Diego County metropolitan areas
San Francisco/Alameda/Contra Costa/Marin/San Mateo/Santa Clara
         County metropolitan areas
San Bernardino/Riverside County metropolitan area

COLORADO:
Denver metropolitan area

CONNECTICUT:
Hartfort metropolitan area

FLORIDA:
Miami metropolitan area
Ft. Lauderdale/Hollywood metropolitan area

GEORGIA:
Atlanta/Marietta metropolitan area

ILLINOIS:
Chicago metropolitan area

LOUISIANA:
New Orleans metropolitan area

MARYLAND:
Baltimore metropolitan area

MASSACHUSETTS:
Boston metropolitan area

MICHIGAN:
Detroit metropolitan area

MINNESOTA:
Minneapolis/St. Paul metropolitan area


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<PAGE>

MISSOURI:
St Louis metropolitan area

NEVADA:
Las Vegas metropolitan area

NEW JERSEY:
Newark metropolitan area

NEW YORK:
New York City metropolitan and tri-state area

OHIO:
Cleveland metropolitan area
Cincinnati metropolitan area

OREGON:
Medford metropolitan area
Eugene metropolitan area

TENNESSEE:
Knoxville metropolitan area

TEXAS:
Dallas/Ft. Worth metropolitan area
Houston metropolitan area

UTAH:
Salt Lake City metropolitan area

VIRGINIA:
Fairfax County, Washington, D.C. metropolitan area

WASHINGTON:
Seattle metropolitan area.


CATALOG AND ELECTRONIC COMMERCE:

The United States of America


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