Exhibit 10.18
March 31, 2000  FOURTH
AMENDMENT TO CREDIT AGREEMENT This
fourth amendment to credit agreement (this Amendment) is made and entered
into as of March 31, 2000, by and among U.S. BANK NATIONAL
ASSOCIATION, a national banking association (U.S. Bank), and MACKIE
DESIGNS INC., a Washington corporation (Borrower). R E C I T A L S: A.      On or about June 18, 1998,
U.S. Bank and Borrower entered into that certain credit agreement
(together with all amendments, supplements, exhibits, and modifications
thereto, the Credit Agreement) whereby U.S. Bank agreed to extend
certain credit facilities to Borrower. 
U.S. Bank and Borrower have entered into three amendments to the
Credit Agreement. B.       Borrower has requested U.S. Bank to
(1) extend the expiry and maturity date of the Revolving Loan,
(2) increase the amount of the Acquisition Loan to $29,714,000, and
(3) modify certain financial covenants set forth in the Credit
Agreement.  The purpose of this Amendment
is to set forth the terms and conditions upon which U.S. Bank will grant
Borrowers requests. NOW,
THEREFORE, in consideration of the mutual covenants and conditions set forth
herein, the parties agree as follows: ARTICLE I. AMENDMENT The
Credit Agreement, as well as all of the other Loan Documents, are hereby
amended as set forth herein.  Except as
specifically provided for herein, all of the terms and conditions of the Credit
Agreement and each of the other Loan Documents shall remain in full force and
effect throughout the terms of the Loans, as well as any extensions or renewals
thereof. ARTICLE II. DEFINITIONS As
used herein, capitalized terms shall have the meanings given to them in the
Credit Agreement, except as otherwise defined herein, or as the context
otherwise requires.  Section 1.1 of
the Credit Agreement is hereby amended to modify or add (as the case may be)
the following definitions: Applicable
Margin means the rate per annum that is determined by reference to the
following matrix and based upon the quarterly financial statements of Borrower
provided to U. S. Bank in accordance with the terms of this Agreement
for the preceding fiscal quarter of Borrower. 
Adjustments shall be made 60 days after the end of each fiscal quarter
of Borrower (when quarterly financial statements are required to be delivered
to U. S. Bank); provided, however, that if Borrower has not delivered
its financial statements for the previous fiscal quarter within 60 days of the
end of such fiscal quarter, then the Applicable Margin in effect for the previous
fiscal quarter shall continue to apply unless U. S. Bank exercises
its right to impose the default rate provided for in this Agreement.  Through and Including 12/31/00

Funded Debt Ratio
  Prime
  Rate
  Applicable Margin
  LIBOR
  Rate
  Applicable Margin> 3.0:1.0
  0.50%
  2.25%£3.0:1.0
  and>2.0:1.0
  0.25%
  2.00%£2.0:1.0
  and>1.0:1.0
  0%
  1.50%£1.0:1.0
  0%
  1.25%

After
12/31/00Funded Debt Ratio
  Prime
  Rate
  Applicable Margin
  LIBOR
  Rate
  Applicable Margin>2.0:1.0
  0.25%
  2.00%£2.0:1.0
  and>1.0:1.0
  0%
  1.50%£1.0:1.0
  0%
  1.25%

Where:£= less than
or equal to>=  greater than

The Applicable Margins set forth above
shall apply unless there exists an Event of Default, in which case
U. S. Bank may elect to apply the default rate pursuant to the terms
of this Agreement.  The Funded Debt
Ratio as used in this definition shall be calculated as of the last day of the
relevant fiscal quarter of Borrower for the four trailing fiscal quarters then
ended.
Debt Service Coverage Ratio means the ratio of (a) EBITDA, less
(i) cash paid by Borrower during the relevant period for Capital
Expenditures, which cash does not constitute proceeds of purchase money Capital
Expenditure loans made to Borrower, (ii) taxes paid by Borrower in cash or
cash equivalents, and (iii) dividends, distributions paid to Borrowers
shareholders, to (b) Debt Service.

EAW means Eastern Acoustic Works, Inc.,
a Massachusetts corporation.  EAW
Entities means EAW, SIA Software Company, Inc., a New York corporation, and
Blackstone Technologies, Inc., a Massachusetts corporation.  EAW Entity Guaranties has the meaning set
forth in Article VIII (d) of this Amendment and includes all amendments
and replacements thereof.  EAW Entity
Security Agreements has the meaning set forth in Article VIII (b) of this
Amendment and includes all amendments and replacements thereof.  Guarantor means, collectively, Mackie
Designs Manufacturing Inc., a Washington corporation, and Eastern Acoustic
Works, a Massachusetts corporation.
Guaranty means, collectively, the EAW Entity Guaranties and the MDM Guaranty.
Interest Period means as to any LIBOR Rate Borrowing , a period of one, two,
three, six, nine or 12 months commencing on the date the LIBOR Borrowing Rate
becomes applicable thereto; provided however, that:  (a) no Interest Period shall be selected that would extend
beyond the maturity date of the applicable Loan; (b) any  Interest Period that would otherwise expire
on a day that is not a Business Day shall be extended to the next succeeding
Business Day, unless the result of such extension would be to extend such
Interest Period into another calendar month, in which event the Interest Period
shall end on the immediately preceding Business Day; and (c) any Interest
Period that begins on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the calendar month at
the end of such Interest Period) shall end on the last Business Day of a
calendar month during which the applicable Interest Period expires.
LIBOR Borrowing Rate means the LIBOR Rate (Reserved Adjusted) plus the
Applicable Margin in effect as of the first day of the applicable LIBOR Rate
Borrowing.
LIBOR Rate means the average offered rate (computed on the basis of a 360–day
year and the actual number of days elapsed) for deposits in United States
Dollars for delivery of such deposits on the day that is two Business Days
preceding the first day of the applicable Interest Period of a LIBOR Rate
Borrowing for the number of days comprised therein for the number of days
comprised therein, which appears on Telerate Page 3750 as of 11:00 a.m.,
London time (or such other time as of which such rate appears) or the rate for
such deposits determined by U.S. Bank at such time based on such other
published service of general application as shall be selected by U.S. Bank
for such purpose; provided, that in lieu of determining the rate in the
foregoing manner, U.S. Bank may determine the rate based on rates offered
to U.S. Bank for deposits in United States Dollars in the interbank
Eurodollar market at such time for delivery on the first day of the Interest
Period for the number of days comprised therein.  Telerate Page 3750 means the display designated as such on the
Bridge Telerate, Inc. service or any successor service (or such other page as
may replace page 3750 on that service for the purpose of displaying London
interbank offered rates of major banks for United States Dollar deposits).

LIBOR Rate (Reserved Adjusted) means a
rate per annum calculated for the applicable Interest Period of a LIBOR Rate
Borrowing in accordance with the following formula:

LRRA=
  LIBOR
  Rate1.00
  - LRRIn such formula, LRR means LIBOR
Reserve Rate and LRRA means LIBOR Rate (Reserve Adjusted), in each
instance determined by U.S. Bank for the applicable Interest Period.  U.S. Banks determination of all such
rates for any Interest Period shall be conclusive in the absence of manifest
error.

LIBOR
Reserve Rate means a percentage equal to the daily average during the
applicable Interest Period of the aggregate maximum reserve requirements
(including all basic, supplemental, marginal, and other reserves), as specified
under Regulation D of the Federal Reserve Board, or any other applicable
regulation that prescribes reserve requirements applicable to Eurocurrency
liabilities (as presently defined in Regulation D) or applicable to
extensions of credit by U.S. Bank the rate of interest on which is
determined with regard to rates applicable to Eurocurrency liabilities.  Without limiting the generality of the
foregoing, the Eurocurrency reserve requirement shall reflect any reserves
required to be maintained by U.S. Bank against (a) any category of
liabilities that includes deposits by reference to which the LIBOR Rate is to
be determined, or (b) any category of extensions of credit or other assets
that includes LIBOR Rate Borrowings.

Loan
Documents means this Agreement, the Notes, the Security Agreements, the EAW
Entity Security Agreements, the Guaranty and the Pledge Agreement, together
with all other agreements, instruments and documents arising out of or relating
to this Agreement or the Loans, and includes all renewals, replacements and
amendments thereof.

MDM
Guaranty means the guaranty from Mackie Designs Manufacturing Inc., duly
executed and delivered to U.S. Bank, and includes all replacements,
amendments and modifications of the MDM Guaranty.

Pledge
Agreement has the meaning set forth in Article VIII (e) of this Amendment
and includes all amendments and replacements thereof.

ARTICLE III.
MODIFICATIONS TO REVOLVING LOAN

3.1Extension of Expiry and Maturity Date

Section 2.1
of the Credit Agreement is hereby deleted in its entirety and replaced with the
following:

Subject to and upon the terms and conditions set forth
herein and in reliance upon the representations, warranties, and covenants of
Borrower contained herein or made pursuant hereto, U.S. Bank will make
Fundings to Borrower from time to time during the period ending on
April 30, 2002 the (Commitment Period), but such Fundings (together with
any outstanding Letters of Credit) shall not exceed, in the aggregate principal
amount at any one time outstanding, $5,000,000 (the Revolving Loan).  Borrower may borrow, repay, and reborrow
hereunder either the full amount of the Revolving Loan or any lesser sum.



3.2     Use of Proceeds

Section 2.2 of the Agreement is
hereby amended to reflect that the proceeds of the Revolving Loan may be used
by Borrower to finance the operations of the EAW Entities.

3.3     Renewal Revolving Note

Concurrently with the execution of this
Amendment, Borrower shall execute and deliver to U.S. Bank a renewal
promissory note in the form attached hereto as Exhibit A (Renewal
Revolving Note) which shall continue to evidence the Revolving Loan.  The Revolving Note and all previous renewals
thereof shall be marked Renewed and retained by U.S. Bank until the
Revolving Loan is paid in full and U.S. Banks commitment to advance
Fundings thereunder is terminated.

3.4     Revolving Loan Fee

Concurrently with the execution of this
Amendment, Borrower shall pay U.S. Bank a nonrefundable loan fee for the
Revolving Loan in the amount of $6,250.

3.5     Letters of Credit

Section 2.7(a) of the Credit
Agreement is hereby deleted in its entirety and replaced with the following:

(a)
  Subject to and upon the terms and conditions set forth herein and in reliance
  upon the representations, warranties, and covenants of Borrower contained
  herein or made pursuant hereto, U. S. Bank will issue standby and
  commercial letters of credit (the "Letters of Credit") for the
  benefit of Borrower in forms acceptable to U. S. Bank from time to
  time during the Commitment Period. 
  The expiration date of any Letter of Credit shall not extend beyond
  October 31, 2002.  The maximum
  aggregate amount of outstanding Letters of Credit plus the aggregate
  outstanding amount of principal and interest on the Revolving Loan shall not
  exceed, at any one time, $5,000,000.ARTICLE IV.  MODIFICATIONS TO ACQUISITION LOAN

4.1     Loan
Commitment

Section 3.1(b)
of the Credit Agreement is hereby deleted in its entirety and replaced with the
following:

(b)
Acquisition Loan Commitment means the sum of (i) $29,714,000, less
(ii) on an aggregate basis, on March 31 of each year (commencing
March 31, 2001) $2,714,286, less (iii) on an aggregate basis, on
September 30 of each year (commencing September 30, 2000)
$1,828,571,and less (iv) the aggregate amount of all Disposition Payments.

4.2     Use of Proceeds

Section 3.2 of the Agreement is
hereby amended to reflect that up to $19,000,000 of the proceeds of the
Acquisition Loan shall be used for the acquisition by Borrower of all of the
issued and outstanding stock of EAW and the payment in full of all indebtedness
of EAW to Fleet National Bank.  After
completion of the EAW acquisition and the payment in full of Fleet National
Bank, the proceeds of the Acquisition Loan may be used by Borrower for general
corporate purposes, including the financing of the operations of the EAW
Entities.

4.3     Renewal Acquisition Note

Concurrently with the execution of this
Amendment, Borrower shall execute and deliver to U.S. Bank a renewal
promissory note in the form attached hereto as Exhibit B (Renewal
Acquisition Note) which shall continue to evidence the Acquisition Loan.  The Acquisition Note and all previous
renewals thereof shall be marked Renewed and retained by U.S. Bank until
the Acquisition Loan is paid in full and U.S. Banks commitment to advance
Fundings thereunder is terminated.

4.4     Disbursement Under Acquisition Loan

Borrower shall not be entitled to the
advance of any Acquisition Loan proceeds to finance the EAW acquisition or to
pay the indebtedness of EAW to Fleet National Bank unless and until Borrower
has received written notice from U.S. Bank that the following conditions
have been fulfilled to the satisfaction of U.S. Bank:

(a)      U.S. Bank
shall have received, reviewed, and approved all agreements, instruments, and
other documents (together with the substance thereof) arising out of or related
to the acquisition of all of the issued and outstanding stock of EAW; and

(b)      U.S. Bank
shall have received, reviewed, and approved the structure of and accounting
with respect to the acquisition of EAW.

4.5     Acquisition Loan Fee

Concurrently
with the execution of this Agreement, Borrower shall pay U.S. Bank a
nonrefundable fee in the amount of $95,000.

ARTICLE V. GENERAL
PROVISIONS APPLICABLE TO THE LOANS

5.1     LIBOR
Rate Borrowing Provisions

Sections 4.9,
4.10 and 4.11 of Credit Agreement are hereby deleted in their entirety and
replaced with the following:

4.9LIBOR
  Rate Borrowing Provisions(a)The
  minimum amount of each LIBOR Rate Borrowing shall be $1,000,000 with
  increments of $500,000 in excess thereof.(b)Payments
  and prepayments of all or any portion of any LIBOR Rate Borrowing prior to
  the expiration of the applicable Interest Period shall be subject to the
  payment by Borrower to U.S. Bank of amounts due pursuant to
  Section 4.9(c).(c)Borrower
  will indemnify U.S. Bank upon demand against any loss or expense that
  U.S. Bank may sustain or incur (including, without limitation, any loss
  or expense sustained or incurred in obtaining, liquidating or employing
  deposits or other funds acquired to effect, fund, or maintain any LIBOR Rate
  Borrowing) as a consequence of (i) any failure of Borrower to make any
  payment when due of any amount due hereunder or under the Notes,
  (ii) any failure of Borrower to borrow, continue or convert any LIBOR
  Rate Borrowing on a date specified therefor in a notice thereof, or
  (iii) any payment, prepayment or conversion of any LIBOR Rate Borrowing
  on a date other than the last day of the Interest Period for such LIBOR Rate
  Borrowing.  Determinations by
  U.S. Bank for purposes of this Section 4.6(c) of the amount
  required to indemnify U.S. Bank shall be conclusive in the absence of
  manifest error.(d)Upon
  any termination of any LIBOR Rate Borrowing as a result of
  (i) acceleration under Section 9.2 hereof, or (ii) repayment
  in response to a mandatory repayment under Section 4.11, Borrower shall
  pay to U.S. Bank on demand such amount as U.S. Bank reasonably
  determines (determined as though 100 percent of the applicable LIBOR
  Rate Borrowing had been funded in the applicable Eurodollar market) is
  equivalent to all direct or indirect losses, expenses, liabilities, or
  reductions in yield to U.S. Bank resulting therefrom, whether incurred
  in connection with liquidation or reemployment of funds or otherwise.  Determinations by U.S. Bank for purposes
  of this Section 4.6(d) of the amount required to indemnify
  U.S. Bank shall be conclusive in the absence of manifest error.(e)Notwithstanding
  any other term of this Agreement, Borrower may not select the LIBOR Borrowing
  Rate if an Event of Default hereunder has occurred and is continuing.(f)Nothing
  contained in this Agreement, including, without limitation, the determination
  of any Interest Period or U.S. Banks quotation of any LIBOR Borrowing
  Rate, shall be construed to prejudice U.S. Banks right to decline to
  make any requested Funding provided that U.S. Bank acts in accordance
  with the provisions of this Agreement.4.10Deposits Unavailable or Interest
  Rate Unascertainable orInadequate;
  ImpracticabilityIf
  U.S. Bank determines (which determination shall be conclusive and binding
  on the parties hereto) that:(a)Deposits
  of the necessary amount for the relevant Interest Period for any LIBOR Rate
  Borrowing are not available to U.S. Bank in the relevant markets or
  that, by reason of circumstances affecting such market, adequate and
  reasonable means do not exist for ascertaining the LIBOR Rate for such
  Interest Period;

(b)The
  LIBOR Rate (Reserved Adjusted) will not adequately and fairly reflect the
  cost to U.S. Bank of making or funding the LIBOR Rate Borrowing for a relevant
  Interest Period; or(c)The
  making or funding of LIBOR Rate Borrowing has become impracticable as a
  result of any event occurring after the date of this Agreement which, in the
  opinion of U.S. Bank, materially and adversely affects such LIBOR Rate
  Borrowing or U.S. Banks commitment to make such LIBOR Rate Borrowing or
  the relevant market;U.S. Bank
  shall promptly give notice of such determination to Borrower, and
  (i) any notice of a new LIBOR Rate Borrowing previously given by
  Borrower and not yet borrowed or converted shall be deemed to be a notice to
  make a Prime Rate Borrowing, and (ii) Borrower shall be obligated to
  either repay in full any outstanding LIBOR Rate Borrowings, on the last day
  of the current Interest Period with respect thereto or convert any such LIBOR
  Rate Borrowing to a Prime Rate Borrowing on such last day.4.11Changes in Law Rendering LIBOR
  Rate Borrowing UnlawfulIf at any
  time due to the adoption of any law, rule, regulation, treaty, or directive,
  or any change therein or in the interpretation or administration thereof by
  any court, central bank, governmental authority, agency, or instrumentality,
  or comparable agency charged with the interpretation or administration
  thereof, or for any other reason arising subsequent to the date of this
  Agreement, it shall become unlawful or impossible for U.S. Bank to make
  or fund any LIBOR Rate Borrowing, the obligation of U.S. Bank to provide
  such LIBOR Rate Borrowing shall, upon the happening of such event, forthwith
  be suspended for the duration of such illegality or impossibility.  If any such event shall make it unlawful
  or impossible for U.S. Bank to continue any LIBOR Rate Borrowing
  previously made by it hereunder, U.S. Bank shall, upon the happening of
  such event, notify Borrower thereof in writing, and Borrower shall, at the
  time notified by U.S. Bank, either convert each such unlawful LIBOR Rate
  Borrowing to a Prime Rate Borrowing or repay such LIBOR Rate Borrowing in
  full, together with accrued interest thereon, subject to the provisions of
  Section 4.6(d).4.12Increased CostsIf,
  as a result of any law, rule, regulation, treaty, or directive, or any change
  therein or in the interpretation or administration thereof, or compliance by
  U.S. Bank with any request or directive (whether or not having the force
  of law) from any court, central bank, governmental authority, agency, or
  instrumentality, or comparable agency:

(a)Any
  tax, duty, or other charge to the Loans, the Notes or the commitments is
  imposed thereunder, modified or deemed applicable, or the basis of taxation
  of payments to U.S. Bank of interest or principal of the Loans or of the
  commitment fees (other than taxes imposed on the overall net income of
  U.S. Bank by the jurisdiction in which has its principal office) is
  changed;(b)Any
  reserve, special deposit, special assessment, or similar requirement against
  assets of, deposits with, or for the account of, or credit extended by,
  U.S. Bank is imposed, modified, or deemed applicable;(c)Any
  increase in the amount of capital required or expected to be maintained by
  U.S. Bank or any Person controlling U.S. Bank is imposed, modified,
  or deemed applicable; or(d)Any
  other condition affecting this Agreement or the commitments hereunder is imposed
  on U.S. Bank or the relevant funding markets;and
  U.S. Bank determines that, by reason thereof, the cost to U.S. Bank
  of making or maintaining the Loans or the commitment is increased, or the
  amount of any sum receivable by U.S. Bank hereunder or under the Notes
  is reduced;then, Borrower
  shall pay to U.S. Bank upon demand such additional amount or amounts as
  will compensate U.S. Bank (or the controlling Person in the instance of
  (c) above) for such additional costs or reduction (provided that
  U.S. Bank has not been compensated for such additional cost or reduction
  in the calculation of the LIBOR Reserve Rate).  Determinations by U.S. Bank for purposes of this
  Section 4.12 of the additional amounts required to compensate
  U.S. Bank shall be conclusive in the absence of manifest error.  In determining such amounts,
  U.S. Bank may use any reasonable averaging, attribution, and allocation
  methods.4.13Discretion of U.S. Bank as
  to Manner of FundingNotwithstanding
  any provision of this Agreement to the contrary, U.S. Bank shall be
  entitled to fund and maintain its funding of all or any part of the Loans in
  any manner it elects; it being understood, however, that for purposes of this
  Agreement, all determinations hereunder shall be made as if U.S. Bank
  had actually funded and maintained each LIBOR Rate Borrowing during the
  Interest Period for such LIBOR Rate Borrowing through the purchase of
  deposits having a term corresponding to such Interest Period and bearing an
  interest rate equal to the LIBOR Rate for such Interest Period (whether or
  not U.S. Bank shall have granted any participations in such LIBOR Rate
  Borrowing).

ARTICLE VI. NEGATIVE
COVENANTS

6.1     Tangible
Net Worth

Section 7.15 of the
Credit Agreement is hereby deleted and replaced with the following:

At any
  time during the terms of the Loans, permit Tangible Net Worth to be less than
  the sum of (a) $30,000,000, plus, on an aggregate basis, (ii) as of the
  end of each of Borrower's first fiscal quarters (commencing with Borrower's first
  fiscal quarter in the year 2000), an amount equal to 50 percent of Borrower's
  consolidated net income, without reduction for any consolidated net losses
  experienced by Borrower in any fiscal year.6.2

  Working CapitalSection 7.16 of the Credit Agreement is
  hereby deleted and replaced with the following:At any time during the terms of the
  Loans, permit Working Capital to be less than the sum of (a) $35,000,000,
  plus, on an aggregate basis, (ii) as of the end of each of Borrower's
  first fiscal quarters (commencing with Borrower's first fiscal quarter in the
  year 2000), an amount equal to 50 percent of Borrower's consolidated net
  income, without reduction for any consolidated net losses experienced by
  Borrower in any fiscal year.6.3

  Debt Service CoverageSection 7.17 of
  the Credit Agreement is hereby deleted and replaced with the following:Permit the
  Debt Service Coverage Ratio to be less than 1.25:1.00 as of the end of any
  fiscal quarter of Borrower for the trailing four-quarters then ended.6.4

  Funded Debt RatioSection 7.18 of
  the Credit Agreement is hereby deleted and replaced with the following:As of the
  end of any fiscal quarter of Borrower for the trailing four-quarters then
  ended, permit the Funded Debt Ratio to be greater than the following:

Time Period
  Maximum Funded Debt
  Ratio3/31/00 - 12/31/00
  3.5:1.0Thereafter
  2.5:1.0



ARTICLE VII.
MODIFICATION TO SECURITY AGREEMENTS

The
parties agree that the schedules attached to the Security Agreements shall be
replaced with Schedules I attached to this Amendment.  Borrower hereby authorizes U.S. Bank to
replace the schedules attached to the Security Agreements with Schedules I
attached hereto and to refile the Security Agreements with the appropriate
Governmental Bodies.

ARTICLE VIII. CONDITIONS
PRECEDENT

The
modifications set forth in this Amendment shall not be effective unless and
until the following conditions have been fulfilled to U.S. Banks
satisfaction:

(a)U.S. Bank
shall have received this Amendment, the Renewal Revolving Note, and the Renewal
Acquisition Note duly executed and delivered by the parties hereto.

(b)U.S. Bank
shall have received, duly executed and delivered by each of the EAW Entities, a
security agreement in the form attached hereto as Exhibit C (the EAW
Entity Security Agreements), granting to U.S. Bank a first priority and
exclusive security interest in all of the personal property of the EAW
Entities, whether tangible or intangible, now owned or hereafter acquired,
together with landlord waivers executed and delivered by EAWs landlords in a
form reasonably designated by U.S. Bank.

(c)U.S. Bank
shall have received, duly executed and delivered by each of the EAW Entities,
such financing statements and other documents deemed necessary by U.S. Bank
to perfect the security interest granted to U.S. Bank.

(d)U.S. Bank
has received a guaranty from each of the EAW Entities, duly executed and
delivered, in the form attached hereto as Exhibit D (the EAW Entity
Guaranties).

(e)U.S. Bank
shall have received, duly executed and delivered by Borrower, a pledge
agreement in the form attached hereto as Exhibit E (Pledge Agreement),
pledging to U.S. Bank a first priority Lien against all of the outstanding
capital stock of EAW, together with an assignment separate from certificate for
each share certificate pledged and the originals of all share certificates
representing the stock pledged thereunder.

(f)Borrower
shall have paid the loan fees provided for in this Amendment.

(g)U.S. Bank
shall have received, reviewed and approved all agreements and documents arising
out of or related to the EAW acquisition and the payoff of EAWs indebtedness
to Fleet National Bank.

(h)There
shall not exist any Default or Event of Default under the Credit Agreement or
any other Loan Document.

(i)All
representations and warranties of Borrower contained in the Credit Agreement or
otherwise made in writing in connection therewith or herewith shall be true and
correct and in all material respects have the same effect as though such
representations and warranties had been made on and as of the date of this
Amendment.

(j)U.S. Bank
shall have received, reviewed and approved all organizational documents and a
current certificate of good standing for each of the EAW Entities, together
with such board resolutions for the board of directors of the EAW Entities,
Borrower and Mackie Designs Manufacturing Inc. as deemed necessary by
U.S. Bank.



ARTICLE IX. GENERAL
PROVISIONS

9.1     Representations
and Warranties

Borrower
hereby represents and warrants to U.S. Bank that as of the date of this
Amendment, there exists no Default or Event of Default.  All representations and warranties of
Borrower contained in the Credit Agreement and the Loan Documents, or otherwise
made in writing in connection therewith, are true and correct as of the date of
this Amendment.  U.S. Bank acknowledges the disclosure by Borrower of the existence
of the case entitled The Travelers Insurance Company v. Eastern Acoustic Works,
Inc., et al vs. Eastern Acoustic Works, Inc., Superior Court Department,
Worcester Massachusetts, Civil Action No. 97-0922-B, and agrees that neither
the existence of such case nor the results of any trial or any pending motions
in such case will be deemed a violation of any warranty or representation given
by Borrower or Eastern Acoustic Works, Inc. either in this Agreement or any
other agreement or documentation given in connection herewith.  Borrower acknowledges and agrees that
all of Borrowers Indebtedness to U.S. Bank is payable without offset,
defense, or counterclaim.

9.2     Security

All
Loan Documents evidencing U.S. Banks security interest in the Collateral
shall remain in full force and effect, and shall continue to secure, without
change in priority, the payment and performance of the Loans, as amended
herein, and any other Indebtedness owing from Borrower to U.S. Bank.

9.3     Guaranty

The
parties hereto agree that the Guaranty shall remain in full force and effect
and continue to guarantee the repayment of the Loans to U.S. Bank as set
forth in such Guaranty.

9.4     Payment
of Expenses

Borrower
shall pay on demand all costs and expenses of U.S. Bank incurred in
connection with the preparation, negotiation, execution, and delivery of this
Amendment, including, without limitation, reasonable attorneys fees incurred
by U.S. Bank.

9.5     Survival
of Credit Agreement

The
terms and conditions of the Credit Agreement and each of the other Loan
Documents shall survive until all of Borrowers obligations under the Credit
Agreement are satisfied in full.

9.6     Year
2000

Borrower has reviewed and assessed its business
operations and computer systems and applications to address the year 2000
problem (that is, that computer applications and equipment used by Borrower,
directly or indirectly through third parties, may have been or may be unable to
properly perform date-sensitive functions before, during and after
January 1, 2000).  Borrower
represents and warrants that the year 2000 problem has not resulted in and to
the best knowledge of Borrower will not result in a material adverse change in
Borrowers business condition (financial or otherwise), operations, properties
or prospects or ability to repay U.S. Bank.  Borrower agrees that this representation and warranty will be
true and correct on and shall be deemed made by Borrower on each date Borrower
requests any Funding under this Agreement or Revolving Note or delivers any
information to U.S. Bank.  Borrower
will promptly deliver to U.S. Bank such information relating to this
representation and warranty as U.S. Bank requests from time to time.

9.7     Counterparts

This Amendment may be executed in one or
more counterparts, each of which shall constitute an original agreement, but
all of which together shall constitute one and the same agreement.

9.8     Statutory Notice

ORAL AGREEMENTS OR ORAL COMMITMENTS TO
LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE
NOT ENFORCEABLE UNDER WASHINGTON LAW.
IN WITNESS WHEREOF, U.S. Bank and Borrower have caused this Amendment to
be duly executed by their respective duly authorized signatories as of the date
first above written.

MACKIE
  DESIGNS INC.ByName:Title:U.S. BANK
  NATIONAL ASSOCIATIONByAnn
  B. Caldwell, Vice President

REAFFIRMATION
OF GUARANTY AND COLLATERAL
DOCUMENTSThe undersigned hereby:  (a) acknowledges that it has read the
foregoing Fourth Amendment to Credit Agreement, (b) reaffirms its
obligations under the Guaranty and the Security Agreement and other collateral
documents evidencing security interests granted by the undersigned to
U.S. Bank to secure the obligations of Borrower to U.S. Bank,
(c) agrees that its Guaranty guarantees and its Security Agreement secures
the repayment of the Loans, as amended by the foregoing Fourth Amendment to
Credit Agreement, and (d) acknowledges that its obligations pursuant to
its Guaranty and the Security Agreement are enforceable without defense,
offset, or counterclaim.

MACKIE
  DESIGNS MANUFACTURING INC.ByName:Title: